20210104Exhibit 11.pdf

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Exhibit 11
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An IDACOIP Company
DONOVAN E. WALKER
Sanlor Councel
duralker0ldehooo*ur.com
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May 4, 2010
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, ldaho 83720-007 4
Re: Case No. IPC-E-10-15
IN THE MATTER OF THE APPLICANAN OF IDAHO POWER COMPANY
FOR APPROVAL OF A FIRM ENERGY SATES AGREEMENT FOR THE
SAIE AND PURCHASE OF ELECTRIC ENERGY BETWEEN IDAHO
POWER COMPANY AND CARGILL INCORPOF#.TED
Dear Ms. Jewell:
Enclosed for filing please find an oilginal and seven (7) copies of ldaho Power
Company'sApplication in the above matter.
yours,
Donovan E. Walker
DEIA/:csb
Enclosures
P.O. Box 70 (83707)
1221 W. ldeho St.
Boisa, lD 83702
DONOVAN E. WALKER (lSB No. 5921)
LISA D. NORDSTROM (lSB No. 5733)
ldaho Power Company
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
lnord strom @idahooower.co m
g€fE ti,:=n
'o'n::'-o Prr r': sSur,ri'iilt i.f r ,i,.
;* . .r;rnr;;5;1.,.,
Attomeys for ldaho Power Company
Street Addrcss for Exoress Mail:
1221 West ldaho Street
Boise, ldaho 83742
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF A FIRM ENERGY SALES
AGREEMENT FOR THE SALE AND
PURCHASE OF ELECTRIC ENERGY
BETWEEN IDAHO POWER COMPANY
AND CARGILL INCORPORATED.
CASE NO. IPGE-10-15
APPLICATION
ldatp Power Company ("ldaho Powef or the "Compant'), in acmrdance with
ldaho Gode S 61-503 and RP 52 and the applicable provisions of the Public Utility
Regulatory Policies Act of 1978 ("PURPA"), hereby respectfrrlly applies to the ldaho
Public Ljtilities Commission ('|PUC, or the "Commission') for an Order approving the
Firm Energy Sales Agreement between ldaho Power and Cargill lncorporated ("Cargill")
under which Cargill would sell and ldaho Power would purchase electric energy
generated by the Bettencourt BO Dairy Anaerobic Digester Power Project fFacilit/)
located near Jerome, ldaho.
APPLICATION - 1
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ln support of this Application ldaho Power represents as follows:
I. BACKGROUND
1. Sections 201 and 21A d PURPA, and pertinent regulatlons of the Federal
Energy Regulatory Commission ('FER9), require that regulated electric utilities
purchase power prcduced by cogenerators or small power producers that obtain
qualifuing facility ('QF') status. The puruhase price a QF receives for the sale of its
power is generally refened to as the avoided cost rate and is computed to be equat to
the incremental cost to an electric utility of electric energy or capacity or both, which, but
for the purchase fiom the QF, such utitfiy would genemte itself or purchase from
another soume. The Commission has authority under PURPA Sections 201 and 210
and the implementing regulations of the FERC, 18 C.F.R. S 292, to set aroided costs, to
order electric utilities to enter into fixed-term obligations for the purchase of energy from
QFs, and to implement FERC's PURPA rules.
2. Cargill has been selling energy from this Facility to ldaho Power on a non-
firm basis under a Schedule 86 unibrm agrcement since Novemberof 200g.
II. THE FIRII ENERGY SALES AGREETTENT
3. On April 30, 2010, ldaho Power and Cargill entered into a Firm Energy
Sales Agreement ('Agreement") pursuant to the terms and conditions of the various
Commission Orders applicable to this PURPA Agreement. See, Order Nos. 30415,
30488, 30738, aN 30744. A copy of the Agreement is enclosed with this Application as
Attachment No. 1. The Agreement is for a term of 10 Contract Years and contains the
non-levelized published avoided cost rates established by the Commission in Order No.
SOT4/ for energy deliveries of less than 10 average megawafts ("MWs").
APPLICATION .2
4. As this Facility is already proMding energy to ldaho Power under an
existing Schedule 86 agreement, the Agreement speciftes that any mmpliance data
(i.e., nameplate capacity rating, engineering certification, insurance certificates, etc.)
that rrtere prevbusly provided under the Schedute 86 requirements will be reviewed and
used for compliance with this Agrcement if applicable.
5. The nameplate nating of this Facility is 2.25 lt4Ws. As deftned in
paragraph 1.13 of the Agreement and as described in paragraph 4.1.3 of the
Agreement, Cargilt will be required to provide data on the Facility that ldaho Power will
use to confirm that under normal and/or average conditions the Facitity will not exceed
10 average MWs on a monthly basis.
6. Cargill has elected a Scheduled Operation Date of thifi (30) daW, past the
date this Agreement is approved by the Commission. lf the Facility has not achieved its
Operation Date by that date, Delay Liquidated Damages and associated Delay Secun'ty
provisions within this Agreement are applicable.
7. Section 21.1 of the Agreement provides that the Agreement will not
become effective until the Commission has approved all of the Agrcemenfs terms and
conditions and declarcd that all payments ldaho Power makes to Cargillfor purchases
of energy will be allowed as prudently incuned expenses for ratemaking purposes.
Should the Commission approve this Agreement, ldaho Power intends to consider the
Effective Date of the Agrcement to be April 30, 201 0.
8. The interconnection for this Facility was completed prior to ldaho Power
taking delivery under the existing Schedule 86 agreement. Alt applicable
interconnestion charges and monthly operation and maintenance charges urder
npPLlcATtoN - 3
Schedule 72have already been assessed and collected from Cargill in association wtth
the existing Schedule 86 agreement.
III. APPLIGABLE RATES
9. On March 16, 2010, in Order No. 30125 issued in Case No. GNR-E-10-01,
the Commission adopted new published aroided cost rates for the purchase by ldaho
Power of capacity energy from PURPA QFs. The nates adopted in Oder No. 31025 are
approximately 10 percent lower than the rates previously adopted in Case No. GNR-E-
09-01, order No. 30744. By its terms, order No. 31025 appties to new PURPA
contracts executed on and after March 16, 2010. Because the Agreement is dated April
30, 2010, Order No. 31025 tryould require that the rates to be paid Cargill under the
Agreement vtrculd be the mtes set out in Order No. 31025 rather than the previous,
higher rates approved by the Commission in Order No. 30744,. However, this
Commission has recognized in prior Orders that there are situations when QF rates are
changed that it is appropriate to include a prior vintage of rates in a cunent PURPA
contract.l ln several cases litigated in the early to mid-1990s, the Commission
determined, and the ldaho Supreme Court affirmed, certain criteria that a QF developer
must satisff in order to establish an entitlement to sell energy at a particular published
avoided oost rate.2 One of the criteria that would qualiff a partlcular generating facility
to receive the superseded rate, requires that the developer have executed a power
sales agreement with the utility at the rate in question before a sucoessor rate becomes
effective. lf the QF cannot meet the first criteria, the second criteria requires that prior
I The ldaho Supreme Court has confirmed that it is within the Commlssion's jurisdiction to
determine which vintage of QF rates should apply to a PURPA contract. Se Empire Lumfur v.
Washingtott Water Pawdr,114 tdaho 191, 755 P.2d 1229 (198S) and A.W. Brown b., lnc., v. tdaho
Power Company, 1 21 ldaho 81 2, E26 P.zd 841 (1 992).
2 A.W. Brown, Rosebud 131 ldaho.
APPLICATION - 4
to the new rates efiective date, the QF developer must have filed a meritorious
complaint alleging that the project was suffciently mature and far enough along in the
contracting process that but for the conduct of the utility @mpany, the developeq would
have been able to sign a contract with the utilrty oontaining the superseded rates.
10. ln this case, Cargill had not signed a contract with ldaho Power including
the rates apprcved by Order No. 30744 on or before March 16, 2010, nor has it ffled a
complaint alleging that ldaho Power ac'ted unreasonably or in bad faith by not signing
the Agreement by the March 16 cutoff date. However, this Commission has not
concluded that the requirement of the filing of such a complaint is always the most
effective way of presenting the facts in these "grandfathered' cases. By signing this
Agreement and voluntarily prcsenting it to the Commission, ldaho Power has concluded
that Cargill meets the second test described above and should be entitled to the nates
established by Order No. 30744 in Case No. GNR-E-09-01.
11. As the Gommission might expect, the Gompany has received a number of
requests for "gnandfathering' of QF contracts. ln making a determination to file and
support an application urging that a particular QF prcjec,t is entilled b the Order No.
30744lates, the Company concluded that a project must harre met ALL of the following
criteria priorto March 16,2010.
a. lnterconnection and Transmission
plication; and
ii. Received and accepted an interconnection feasibility study
report for the project and paid any requested study deposits (or established credit) for
the next phase of the interconnec'tion pmcess in accordane with Schedule 72; and
APPLICATION - 5
iii. Received confirmation ftrom ldaho Power that transmission
capacity is available for the project and/or received and accepted transmission capacity
study results and cost estimates.
b. Purchase PowerAgreement
i. An agreement was materially complete and would have
been executed by both parties prior b March 16, 2010, and except for routine ldaho
Power final processing, an agreement rrculd have been executed prior to March 16,
2010.
12. lt is ldaho Powefs opinion that the Cargill BO Facility meets atl of the
above+eferenced criteria. Obviously, the interconnection criteria were met at the time
that the Facility was interconnected with ldaho Power to make sales of non-rim energy
under the Schedule 86 agreement.
13. Wiffr the respect to the power purchase agreement criterid, Cargill and
ldaho Power had finally resolved all outstanding contnact issues and Cargill had agreed
to execute the Agreement after being notified that the project had passed ldaho Powe/s
final intemal review prooess. Both parties expected that final review to be a relatively
straightfonrvard prrocess given that the parties had previously executed a substantially
similar Firm Energy Sales Agreement for the Dry Creek Dairy Anaerobic Digester
Project which was apprcved by the Commission in Order No. 31034 issued on April 1,
2010. The BG Facility Agreement was @mmercially and legally similar to the Dry Creek
Firm Energy Sales Agreement. Approximately 10 dap prior to March 16, 2010, ldaho
Powefs management started the prccess of reviewing the agreed-upon draft for final
APPLICATION .6
apprcval ard execution. The final Sarbanes-Oxley review process and the routine
intemal approval had not been completed as of March 16' 2010.
14. !n addition to the abovedescribed fac'ts, ldaho Power respectfttlly
requests that the Gommission consider the following additional facts. The 86 Facility is
a small proiect that is already certified as a QF and is cunently selling power to ldaho
Power under a Schedule 86 contract. The Agreement oontains the most recent terms
and mnditions, including the liquidated damages and securfi provisions previously
approved by the Commission in the contracts for the Arcna Drop hydro proiect and the
Dry Creek anaercbic digester proiec*s ontracts, Order Nos. 31060 and 31034
respectively.
15. Based on the foregoing, ldaho Power believes that the Cargill 86 contlact
meets the criteria established by the Commission in its prior Orders and the
Commission should approve the Agreement as presented-
IV. MODIFIED PROCEDURE
16. ldaho Power betieves that a hearing is not necessary to consider the
issues presented hercin and respectfully requests that this Application be pocessed
under Modified Procedure, i.e., by written submissions rather than by hearing. RP 201'
ef seg. lf, however, the Gommission determines that a technical hearirg ls required, the
Company stands ready to present its testimony and support the Application in such
hearing.
v. GomMUNICATIONS AND SERVICE OF PLEADIIgS
17, Communications and service of pleadings, exhibits, olders, and other
documents relating to this proceeding should be sent to the following:
APPLICATION. T
Donovan E. Walker, SeniorCounsel
Lisa Nordstrom, Lead Counsel
ldaho Pourcr Company
P.O. Box 70
Boise, ldaho 83707
dwalker@id ahopower.com
lno rdstrom @idahoogyver. com
Randy C. Allphin
Energy Contract Ad m inistrator
ldaho PowerCompany
P.O. Box 70
Boise, ldaho 83707
mllohin@idahooower. com
VI. REQUEST FOR RELIEF
18. ldaho Power Company respectfirlly requests that the Commission issue
an Orden (1) authorizing that this matter may be processed by tulodified Procedure; (2)
approvir€ the Firm Energy Sales Agreement between ldalp Power Company ard
Cargill lncorporated without change or condition; and (3) declaring that all payments br
purchases of energy under the Firm Energy Sales Agreement between ldaho Power
Company and Cargill lncorporated be allowed as prudently inanned expenses for
ratemaking purposes.
Respeclfrrlly submitted this 4h day of May 2010.
DONOVAN E. WALKER
Attomey for ldaho Power Company
APPLICATION. S
CERNFrcATE OF ilAILING
I HEREBY CERTIFY that on the 4h day of May 2010 t served a true and conect
copy of the within and foregoing APPLICATION upon the follovving named partbs by the
method indicated below, and addressed to the following:
Carglll lncorporated
Sanchayita Ray, Director of Finance *
Cargill Environmental Finance
9350 Excelslor Boulevard, MS 139-4-A
Hopkins, Minnesota 55343
_Hand DelivercdX U.S. Mail
_Ovemight Mail
_FAX
Email
Donovan E. Walker
APPLICATION - 9
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPG-E-10-15
IDAHO POWERCOMPANY
ATTACHMENT NO. 1
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDATIOPOIVER COMPANY
AND
CARGILL, INCORPORATED
TABLE OF CPNTENTS
Article TITLE
Definitions
No Reliance on Idalro Power
Warranties
Conditions to Acc.€ptance of Energy
Tenn aod Operation Date
Purehase and Sale of NA Energlr
Purchase Price and M€thod of Palment
Environmental Athibutes
Facility and Interconnection
Metering and Telemetry
Rocords
Operations
Indemnification and Insurance
ForceMajeure
Liability; Dedication
Sweral Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Governmental Authorization
CommissiouOrd€r
Successors and Assigns
Modification
Taxes
Notices
Additional Terms and Conditions
Swerability
Counterparts
Entire Agreerneirt Signatues
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3
4
5
6
7
8
9
t0
11
t2
13
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l5
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l8
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20
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23
24
25
26
27
28
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Appendix A
Appendix B
Appendix C
AppendixD
FIRM ENERGY SALES AGREEMENT
(10 aI\dW or Less)
ProjectName: 86 Anaerobic Digester Proiect
Proiect Number: 3 16161 50
THIS AGREEMENT, entered into outhis -lE*, of ft q Y 2010 betvveen
CARGILL, INCORPORATED (Seller), and IDAIIO POWER COMPA].IY, an Idaho corporation (Idaho
power), hereinafter sometimes referred to colleotively as "Parties" or individually as'?arh/-"
WTINESSETH:
WHEREAS, Sellerhas designed, colstnrcted, owns, maintains and operates an electric
generation facility; and
Whereas, Seller is clrrently selling eo€rgy from this Facility to ldaho Power under a Schedule 86'
Uniforrr Agrement for the Purchase of Non Finn Energy from a Qualitnng Facility dated June 30, 2009'
WHEREAS, Seller wishes to sell, and Idaho Power ls $rilling to prrchasg firm electric en€r$/
produced by the Seller's FacilitY.
WHEREAS, the curtent Schedule 86, Uniform Agreenreirt for the Ptrchase of Non Firm Energy
from a euafiffing Facility dated June 30, 2009 shall automatically terminate at the same time that the
Operation Date occurs for this Agreement'
TIIEREFORE, In considsation ofthe nnrtual cov€Nraots and agreements hereinafter set &rth, the
Parties agrce as follows:
ARTICLE T DBFIMTIONS
As used in this Ageement and the appeo.dices attachod hereto, the following terms
shall have the following meanings:
1.1 ..Base_Energt''- Monthly Net Energr less than I l0% of the monthly Net Eaerry Amount as
specified in paragraph 6.2 of this Ageement.
L.2 "eq!0!giss!9g" - The Idaho Public Utilities Commission.
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1.3 "ContBct-Year" - The p€riod commencing each calendar year on the same calendar date as the
OperationDate and ending 364 dap thereafter.
1.4 "Delay Liquidated Damases" - Damages payable to Idaho Power as calculated in paragraph 5.3,
5.4,5.5,5.6 and 5.7.
1.5 "DelALEeriod" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the OperationDate.
1.6 "Dglay-!g[gg" - The ourent month's Mid{olumbia Market Energ5r Cost minus the current
month's All Hours Energy Price specified in paragraph 7.3 of this Agee,mq$. If this calculation
results in a value less than 0, the result of this calculation will be 0.
1.7 "Desisnated Dispatch Facitty''- Idaho Power's Systerrs Operations Crroup, or any subsequeirt
group designatedby ldaho Power.
1.8 "Fac:ili$" - That eloctric generation facility described in App€rdix B of this Agreement,
1.9 "Fug[ EnergyDglg" - The day commencing at 00:01 hours, Mountain Time, fbllowing the day
that Seller has satisfied the require,rnents of Article tV and the Seller begins delivering ene,lgy to
Idaho Power's system at the Point of Delivery.
1 . 10 "Ileavy load Hours" * The daily hous @inning at 7 :N anr, ending at 1 1 :00 pm Mountain
Time (16 hotrs) excluding all hours on all Sundays, New Years Day, Memorial Day, Fourth of
July, labor Day, Thaoksgiving and Christmas.
l.1l "&ad1lcrtell!-&qg,'-'Electric energJ/ Seller does not intend to generate. Inadvertent energr is
more particularly described in paragraph 7.5 of thrs Agreerrelrt.
l.I2 "InterconnectionFacilities'- All equipment specified in Schedule 72.
1.13 The process by which Idaho Power confinns that under
normal or average design conditions the Facility will generate at no morrc than 10 average MW
per month and is therefore eligible to be paid the published rates in accordance with Commission
OrderNo- 29632.
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l . 14 "L1ght_Load]_Eq!E ' - The daily hours at 1 1 :00 prq cnding at 7:00 am Mountain Time
(8 hogrs), plus all other hours on all Sundays, New Yars Dan Meunrial Dan Fotlth of July,
Labor Day, Thanksgving and Christmas.
I . 15 ('I&S'r - The loss of electrical en€rgr expressed in kilowatt hours (kWh) occurring as a result
of the transformation and nansmission of energt betrn een the point where the Facility's energy is
metered and the point the Facility's e,n€rry is delivered to the Idaho Power electical system" The
loss calculation fonnula will be as specified in Appeirdix B of this Agreement.
1.16 "Market Enerpy Refermce Price" - Eighty-five percent (85o/o) of the Mid-Colurnbia Marka
EnergyCost.
1,I7 ,'Material-Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.18 "Maximum Capacity Amount'o - The maximum capactty (MlfiD of the Facility will be as
specified in AppodixB of this Ageement.
1.19 "Meterisg_EguiplScnfl - All equipment qpecified in Schodule T2,lhis egeement and any
additional equipment specified in App€odix B required to measur€, record and tele,meter bi
directional power flows between the Selleds electric generation plant and Idaho PoweCs system'
1.20 "Mi& Columbia Market Enersy Cosf'- The monthly weighted average of the daily on-peak and
o6peak Dow Jones Mid{olumbia Index (Dow Jones Mid4 Index) prices for non-firm energy.
If the Dow Jones Mid{olumbia Index price is discontinued by the reporting agerrcy, both Panies
will mutually agree upon a replaceinent index, which is similar to the Dow Jones Mid€olumbia
Index. The selected replacernent index will be consistent with other similat age€men1s an6 3
cornmonly used index by the electrical industry.
l.2l "Nam@latg laBagiry" -fte full-load elwtrical quantities assigned by the designer to a ge,nerator
and its prime mover or otherpiece of electrical equipme,nt, zuch as hansformers and circuit
breakers, under standardizod conditions, expressed in aryeres, kilovott+mperers, kilowatts, volts
or other appropriate units. Usually indicated on a nameplate attached to the individual machine
or device.
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4n912010
1.22 'llet&erg" - All of the electric errerg5r produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh). Subject to the terms of this Agreement, Seller commits to
all Na Enerry to Idaho Power at the Point of Delivery for the full tei:n of the Agreement.
Net Energy does not include Inadverteirt Energy.
1.23 "Qperation-&" - The day commencing at 00:01 houns, Mountain Time, following the day that
all reqtrirernents of paragraph 5.2 have been corryletod.
L.24 "Point ofDelivgd'- The location specified in Aprpendix B, whe,re Idaho Power's and the
Seller's electrical facilities are intenconnocted and the en€rgy from this Facility is delivened to the
Idaho Power electrical system
1.25 "Prudelrt Electrical Practices" - Those practices, methods and equiprrent that are commonly and
ordinarily used in elecfiical engineering and operations to operate electic equipment lawfully,
safely, dependably, efficiently and economically.
1.26 "Scheduled Operation Date" - The date specified in Appendix B when Seller anticipates
achiwing the Operation Date. It is expected that the Schoduled Ope,ration Date provided by the
Seller sball be a reasonable estimate of the date that the Seller anticipates that the Seller's Facility
shall achieve the Operation Date.
1.27 "Schedule 72'- Idaho Power's TariffNo 101, Schedule 72 or its suosessor schedules as
approvd by the Commission. The Seller shall be responsible to pay all costs of intercoonec'tion
and integration of this Facility into the Idaho Power electrical syst€m as specified within
Schedule 72.
L28 "Seas@" - The ttree periods identified in pamgmph 6.2.I of this Agreerrent.
1.29 uSpecial Facilities" - Additions or alterations of transmission and/or disribution lines and
transforrrers as described in Schedule 72.
1.30 "station Use" - Electric energy that is usd to operate equipmeirt that is audliary or otherwise
related to the production of electricity by the Facility.
l.3l "Srdu!_Epsr$f'- Is (1) Net Energrproduced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceods 110% of the monthly Net Energy
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Amount for the corresponding month qpecified in paragnph 6.2. or (2) If the Net Energ
produced by the Seller's Facility and delivered to the Idaho Power ;fr"ri""f syst€Nn during the
month is less than 90% of the monthly Net Energy Amount for the corresponding month
specified in paragraph 6.2, then all Net Energlr delivered by the Facility to the Idaho Power
electrical system for that giveu month or (3) All Net Energy producd by the Sell€r's Facility and
delivered by the Facility to the Idaho Power electrical system prior to the Operation Date.
1.32 "Total Cost of the Faciliff'- The total cost of structues, equipment and appurtenances.
2.1
2.2
3.1
3.2
ARTrelE rI: NO RELTANCE ON IpAHO POWER
Seller Inde!rcndent lnvestigation - Seller warrarts and represents to Idatro Power that in entoing
into this Ageernent and the undertaking by Selter of the obligations set forth herein, Seller has
investigatd and deterrnined that it is capable of performing heretrnder and has not relied upon
the advice, experience or orpertise of Idaho Power in connection with the transactions
contemplated by this Agreernent.
Seller Indeoendent Experts - All professionals or experts ineluding but not limited to, engineers,
attorneys or accountants, that Sell€r may have consultd or relid on in undertaking the
transactions conterrplated by this Agreeirrent have been solely those of Seller.
ARTICLE Itr: WARRANTES
No Warranty blr Idaho Power - Any rwiew, acceptance or failure to review Seller's desigtl,
specifications, oquipment or facilities shall not be an endorse,mentor a confirmation by Idaho
Power and Idaho Power makes no wartanties, expressed or rmplie{ regiarding any aspect of
Seller's desigr\ specifications, equipment or facilities, including, but not limited to, safety,
dtrability, rcliability, shength" capacity, adquacy or economic feasibility,
Ouali&ing Facility Status - Seller warrants that the Facility is a "Qualifring Faoility,n'as that tenn
is used and defined in l8 CFR 292.201et sq. After initial qualificatiorq Seller will take such
steps as may be required to maintain the Facility's Quatigring Facility status during the term of
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this Agreement and Seller's failure to maintain Quali8rhg Facility status will be a Material
Breach of this Agreement. Idaho Power reserves the right to revieu, the Facility's Quali&ing
Facility status and associated sqpport and compliance documents at auytime duringthe term of
this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTAI.ICE OF ENERGY
The Seller is curreirtly selling €n€rgr from this Facility to Idaho Power under a Schedule 86,
Uniforrr Agreement for the Purchase of Non Firm Energy from a Qualifinng Facility dated Jrme
3O,2A09. In the eveirt any of these requirernents duplicate requireme,nts of the Non-Firm
agee,ne,nt artd the Seller has previously satisfied these requireurents, Idaho Power shall review
the Seller's previously supplied information. If the prgviously supplied information is applicable
and current, Idaho Power may rely on the p,reviously supplied information to satisff these
require,msrrts.
Prior to the First Energy Date and as a condition of Idaho Power's acc€,ptanco of deliveries of
enerry from the Sellcr under this Agreement, Seller shall:
4.1.1 Submit proof to Idaho Power that all licenses, p€nnits or approvals n€cessary for Seller's
operations have been obtained from applicable federal, state or local authorities,
including, but not limitd to, evide,nce of compliance with Subpart B, 18 CFR 292.20L er
seq. as a certified Q@liSing Facility.
4.1.2 Qrinion of Counsel - Submit to Idatro Power an Opinion Letrer signed by an attomey
admittedto practice and in good standing in the State of Idaho providing an
opinion that SeUer's lic€nses, pemdts and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the nanre ofthe Seller and basod on
a reasonable independent review, counsel is ofthe opinion that Seller is in zubstantial
compliance with said permits as of the date of the Opinion Lett€r. The Opinion Irtter
will be in a form acceptable to Idaho Power and will acknowledge that the attorney
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re1deringthe opinionrmderstands that Idaho Power is relying on said opinion.Idaho
Power's acceptance of the form will nd be unreasonably withheld. The Opinion lrtter
will be governedby aad shalt be interpreted in accordance withthe legal opinion aocord
of the American Bar Association Section of Business l-aw (1991).
Initial CapacityDeterrrination - Submit to Idaho Power suchdata as Idaho Powermay
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Nameplate Capacity, equipment specifications, prime mover data,
resour@ characteristics, normal and/or average operating desigr conditions and Station
Use data. Upon receipt of this information, Idaho Power will review the provided data
and if necessary, request additional data to complete the Initial Capacity Determination
within a reasonable time.
4.1.3.1 If the Maximum Capacity specified in Appendix B of this Agroement ard the
ctrrrulative rnanufacture Nameplate Capacrty rating of the individual ge,neration
units at this Facility is less than 10 MW. The Seller shall submit detailed,
manufactqrrr, verifiable daa of the Nameplate Capacity ratings of the actual
individualgenerationunitstobeinstalledatthisFacility. Uponverificationby
Idaho Powerthat the dataprovided establishes the combinedNarn€,plateCapacity
rating of the generation trnits to be installed at this Facility is less than 10 MW, it
will be deemed that the Seller has satisfied the kritial Capacity Detarrination for
this Facility.
Namenlate . Capacity - Submit to Idaho Power manufrcturer's and engineering
docgmentation that establishes the Nameplate Capacity of each individual generation unit
that is included within this entire Facitity. Upon receipt of this data, Idaho Power shall
review the providod data and determine if the Nameptate Capacity specified is reasonable
based upon the manufacturer's specified generation ratins for the specific ge,neration
units.
:7-
4lr9l20l0
4.1.5
4.t.6
4,t.7
4.1.8
4.1.9
Enginecr's Certificatiols - Submit an exocuted Engineeds Certification of Design&
Constnrction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as describod in Comnission Order No.21690. These certificates will be
in the form specified in Appendix C but may be modified to the elft€Nrt necessary to
recognize the different engineoing disciplines providing the certificates.
Insurance - Submit written proof to Idatro Power of all insurance requircd in Artiolo )iltr.
Interconnection - Provide written confinnation from Idaho Power's delivery business
unit that Seller has satisfied all intercornection requirerre,lrts.
Network Resource Designation - Provide written confirmation from ldaho Power that the
Seller's Facility has been designated as a network resource capable of delivering firm
energyup to the amotmt oftheMaximumCapacrty.
Written Acceptance- Request and obtain writtenconfinnation from Idaho Powerthat all
coaditions to acceptance of energr have been fulfiUed- Such written confirmatio,n shall be
provided within a commercially reasonable time following the Seller's requ€st and will
not beunreasonably withheld byldaho Power.
5.1
5.2
ARTICLE V: TERM A]TID OPERATION.DATE
Tei:n - Subject to the provisions of paragraph 5.2 below, this Agreement shall become effoctive
on the date finst written and shall continue in full force and effect for a period of teir (10) Contract
Years from the Operation Date.
OperationDate - The Operation Date may occur only after the Facility has aehieved all of the
following:
a) Achieved the First Energ5r Date.
b) Commission appronal of this Agr€ement in a form acceptable to Idaho Power has
been received.
c) Seller has demonshated to Idaho Poweds satisfaction that the Facility is corylete and
able to provide coergy in a consiste,lrt, reliable and safe uunner.
-8-
4lr9t20rc
d) Seller has requested an Operation Date fiom Idaho Power in a written format.
e) Seller has received written confirrnation from Idaho Power of the Operation Date.
This confinnation will not be unreasonably withheld by Idaho Power.
5.3 O[reration Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before the
Schoduled Operation Date. Dclays in the interconnection and transmission nefrrork upgrade study,
design and construction process that are not Force Majeure events accepted by both Parties shall mt
preve1lt Delay Damages being calculated as sp*ified in this Agreement. As this Facility is alr€ady
selling energy to Idaho Power under a Non Firm Energy sales agreeurent, it is expected that the First
EnergSr Date and the Ope,ration Date for this Agreement shall be the sarne time and date-
5.3.1 If the Operation Date occurs after the Scheduled Operation Date but on or prior to 90
days following the Schduled Operation Date, Seller shall pay Idaho Power Delay
Liquidated Daoages calculated at the end of each cal€xdar month after the Scheduled
Operation Date as follows:
Delay Liquidated Damages are equal to (Current month's Initial year NA
Enerry Amount as specified in paragraph 6.2.1 dividd by the number of days in
the current month) multipliod by the number of days in the Delay Period in the
current month) multiplied by the curre,lrt month's Delay Price.
5.3.2 If the Operation Date does not occur within ninety (90) days following the Scheduled
Operation Date the Seller shall pay Idaho Power Delay Liquidated Damages, in addition
to thoseprcvidd in paragaph 5'3.1, calculated as follows:
Forty five doltars ($45) multiplied by the Maximgm Capacity with the Maximum
Capacity being measured in kW.
5.4 If Seller fails to achieve the Operation Date within nineiy (90) days following the Scheduled
' Operation Date, such failure will be a Material Breach and Idatro Power may terminate this
Agreement at any time until the Seller cures the Material Breach. Additional Delay Damages
beyond those calculated in 5.3.1 and 5.3.2 will be calculated and payable using the Delay
Damage calculation described in 5.3.1 above for all days exceeding 90 days past th€ Schoduled
-9-
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5.5
5.6
5.7
Opcration Date until such time as the Seller cures this Matetial Breach or Idaho Power terminates
this Agreement
Seller shall pay Idaho Power any calculated Delay Damages or Delay Liquidated Damages within
7 days of when Idaho Power calculates and presents any Delay pamages or Delay Liquidat€d
Damages billings to the Seller. Seller's failure to pay these dnmages within the speified time
will be a Material Brech of this Aereemetil and Idaho Power shall draw fimds from the Delay
Security provided by the Seller in an amount equal to the calculated Delay Damages or Delay
Liquidated Damages.
The Parties agree that the damages Idaho Power would incur due to delay in the Facility
achieving the Operation Date on or before the Scheduled Operation Date would be difficult or
impossible to predict with certainty, and that the Delay Liquidated Damages are an appropriate
approximation of such damages.
The Seller shall; l) submit evidence acceptable to ldaho Power that the Seller has obtained a
favorable feasibility study report from the intmonnection provider at the time the Selter executes
this Agreerrent and 2) within thirty (30) days of the date of a Commission Order as specified in
Article XXI approving this Agree,ment the Seller shall post liquid security ('Delay Security') in a
form as described in Appendix D equal to or exceeding the amount calculated in paragraph 5.7.1.
If the Seller's Facility achieves its Operation Date within ttrfuty (30) days 9f the date of a
Commission Order as specified in Article XXI approving this Agreement the Seller shall not be
required to post this liquid sec.urity.
5.7.t Delay Security The greater of forty five ($45) multiplied by the Maximum Capacity with
the Maximurn Capacrty being measured in kW or the sum of three month's estimated
reveoue. Where the stimated tbree months of rwenue is the estimat€d revenue
associated with the first three full months following the estimated Scheduled Operation
Date, the estimated kWh of €nergy production as spocified in paragraph 6.2.1 for those
three months multiplied by the All Hours Energy Price specifiod in paragraph 7.3 for
each of those three months
-10-
4119120rc
5.7.1.1
5.7.1.2
In the went (a) Seller provides ldaho Power with certification that (l) a
geireration intenconnection agreernent spocifiing a schedule that wifl enable this
Facility to achieve the Operation Date no later than the Scheduled Operation
Date has been completod and the Seller has paid all required interconnection
costs or (2) a generation intoconnection agreem€nt is zubstantially corylete and
all material costs ofinterconnection have beeir identified and agreed upon and
the Seller is in compliance with all terms and conditions of the ge'neration
interconnection agfee,melrt, the Delay Security calcutated in accordance with
parasaph 5.7.1 will be reduced by tenperceirt (10olo).
If the Sells has received a reduction in the calculated Delay Security as specified
in paragraph 5.7.1.1 and sgbsequently (l) at Sellcr's t€quest, the generation
interconnection agreement specifred in paragraph 5.7.1.1 is rwised and as a
result the Facility will not achieve its Operation Date by the Scheduled Operation
Date or (2) if the Seller does not maintain compliance with the g€neration
interconnection agreenrent, the full anount of the Delay Secruity as calculated itr
pa$agaph 5.7.1 will be subject to reinstate,rnent and will be due and owing within
5 business days from the date Idatro Power requets reinstatemelrt. Failure to
timely reinstate the Delay Secrnity will be a Material Breach of this Agreement.
5.7.2 Idatro Power shall release any remaining socurity posted hereunder after all calculatod Delay
Damages and/or Delay Liquidated Damage are paid in full to Idaho Power and the earlier of (l)
30 days after the Operation Date has been achievd or (2) 60 days after the Agreeinent has besl
terminated.
6.1 Delivery and Acceptance of Net En€rsy - Except whe,n either Party's performaoce is excused as
provided hererq Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho
Power at the Point of Delivery. All Inadvertent Enerry produced by the Facility will also be
-1l-
41,g?nrc
delivered by the Seller to ldaho Power at the Point of Delivery. At no time will the total amount
of Net Energy andlor Inadvertent Eneqgr produced by the Facility and deliverod by the Seller to
the Point of Delivery exceed theMaximum Capacity Amount.
6.2.1 Net Enerey Amounts - Seller int€nds to produce aad deliver Net Energy in the following
mnthly amormts: lnitial Year Monthly Net Enerpy Amounts:
Month kWh
Season I
l,o0o,ooo
1,000,000
800,000
March
April
May
Season 2
July
August
Noverrber
Decennber
June
September
Octoba
January
February
800,000
800,000
1,000,000
1,000,000
775,000
775,000
1,000,000
1,000,000
1,000,000
Season 3
6.2.2 Ongoing Monthly Net Eneryy Amounts - Seller shall initially provide Idaho Power with
one yeax of monthly generation estimates (Initial Year Monthly Net Energy Amounts)
and beginning at the end of month nine and evry thrw months thereafrer provide Idalro
Power with an additional three months of forward generation estimates beyond those
generation estimates prwiously provided. This infonnation will be provided to Idaho
Power by wriuen notice in accordance with paragraph 25.1, no later than 5:00 PM of the
5e business day following the eird of the previous month. If the Seller does not provide
the Ongoing Monttrly Net Energy Amounts in a timely maoner, Idaho Power will use the
most r@ent 3 months of the Initial Year Monthly Net Enerry Amounts specified in
paragraph 6.2.1 for the next 3 months of monthly Net Enerry amounts.
6.2.3 Seller's Adjustment of NA Energv Amount -
6.2.3.1 No later than the Operation Date, by sryitten notice given to Idaho Power in
-12-
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6.2.4
accordance with paragraph 25.1, the Seller may revise all of the previously
provided Initial Year Monthly Net Energy Amounts'
6.2.3.2 Beginning with the end of the 9th month after the Operation Date and at the end
of every third month thereafter: (1) the Seller Inay not revise the immdiate next
three months of previously provided Net Energy Arnounts, (2) but by written
notice given to Idaho Power in accordance with paragraph 25.1, no later than
5:00 PM of the 5ft business day following the end of the previous month, th
Seller may revise all other previously provided Net Energy Amounts- Failtrre to
pmvide timely written notice of changed amounts will be deerned to be an
election of no change
Idaho Power Adjustment of NA Enern, Amount - If Idatro Power is excused from
accepting the Seller's Net Energr as specified in paragraph 12.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragrarph 12.3.1 and the Seller's
declared Suspension of Energy Deliveries is accepted by Idaho Powetr, the Net Energ
Amount as specifred in paragraph 6.2 for the specific month in which the reduction or
zuspeirsion under paragraph 12.2,1 or 12.3.1 occtus will be reduced in accordance with
the following:
Where:
NEA = Current Month's Net Energy Amount (Paragraph 6.2)
sGU : a.) If ldalro Power is excused from accepting the seller's Net
Enerry as specified in paragraph 12.2.1 this value will be
equal to the pocelrtags of curtaitm€Nil as specifid by
Idaho Power multiplied by the TGU as defined below'
b.) If the Seller dectares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the idividual generation writs size ratings as specified in
Appendix B that are inFacted by the gircumstances
causing the Seller to declare a Suspe,lrsion of Energy
Deliveries.
TGU Sum of all of the individual ge,lreralor ratings of the generation
units at this Facility as qpecified in App€odix B of this
agree,m€nt.
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RSH = Actual hours the Facility's Net Enary deliveries were either
reduced or suspended under paragraph 122.1 or 12.3.1
= Actrnl total hours in the cunelrt month
Resultins formula beine:
TH
AdiustedNi Bnergy = NEA
Amount ))TH((
SGU
TGU
Season2-(120.lUu:o/o)
Millykwh
94.67
97.21
99.95
102.23
rc4.57
106.97
109.55
112.05
1t4.77
117.40
(X NEA.x RSH
?his Adjusted Net Energy Amount will be used in applicable Surylus Eneqgy calculations for
only the specific month in which Idaho Pou'er was excused fiom accepting the Seller's Net
Ene,qgy or the Seller declarod a Suspe,nsion of Energy.
6.3 Unless excused by an event of Force Majeure, Seller's failure to deliver Net Energy in any
Contract Year in an amount egual to at least t€n perc€Nt (|tr/o) of the sum of the Initial Year Net
Energy Amounts as specified in paragraph 6.2 shall constitute an eveot of default.
ARTICLE Vft PIJRCIIASE PRICE A}.{D METHOD OF PAYMENT
7.1 Base EnerryHeavy Inad Purchase Price - For all Base Energy roceived during Heavy Load
Hours, Idaho Power will pay the non-levelizad, enagy price in accordance with Commission
Order 30744,30738 and adjusted in accordance with Commission Orrder 30415 for Heavy Load
Hour Enerry deliveries with seasonalization factors applied:
Year
2010
20il
20t2
2013
2Al4
2015
2016
2017
2018
20t9
Season l -(73.50on
Mills/k$/h
57.98
59.s4
61.22
62.62
64.05
65.52
67.10
68.63
70.29
7t.91
Season3-(100.00e/o)
Mills/kU/h
78.89
81.01
83.29
85.19
87.14
89.14
9r.29
93.38
95.e
97.83
-14-q$narc
2020
2021
13.56
7s.26
120.10
122.87
100.08
t02.39
7.2
7.3
Year
2010
2011
2012
2013
20t4
2015
24rc
2017
2018
20t9
2020
2021
Base Energy Light Irad Purchase Price - For all Base Energy received during Light load Hours,
Idaho Power will pay the non-lwelized enogy price in accordance with Corrmission Order
30144,30238 and adjusted in accordance with Commission Order 30415 for Light L,oad Hour
Energy deliveries with seasonalization factors applied :
All Hours Energy Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage price shall be the non-levelized €NNf,gy price in accordance with Cotnmission
Order 30744 and 30738 with seasonalization factors applied:
Season I - (73.50Yo)
Mills/kwh
52.63
54.19
55.87
57.27
58.70
ffi.17
61.75
63.28
64.94
66.56
68.21
69,90
Season I -Q3.50o/o)
Mitlsft\t&
55.60
57.16
58.84
64.24
6r.67
63.14
64.72
66.25
67.91
69.53
71.18
72.87
Season2-(120.00Yo)
Mills/I(Wh
85.93
88.47
91.21
93.49
95.83
98.23
100.81
103.32
106.03
108.66
I11.36
l 14.13
Season2-(120.00Yo)
Mills/,kWh
90.78
93.32
96.06
98.34
100.68
103.08
105.66
108.17
110.88
113.51
116.2l
118.98
Season3-(10O.007o)
MillslkWh
71.61
73.73
76.01
77.91
79.86
81.86
84.01
86.10
88.36
90.55
92.80
95.11
Season3-(100.00o/o)
Millslku&
75.65
77.77
80.05
81.95
83.90
85.90
88.05
90.14
92.40
94.59
96.84
99.r5
Year
2010
201 I
2012
2013
2014
20t5
20t6
20t7
2018
2019
2020
2021
-15-
4t19DArc
7.4 Sumlus Energv Price - For all Surplus &ory, Idaho Power shall pay to the Seller the current
month's Marka Energy Reference Price or the AII Hours Energy Price spocified in paragfaph
7.3, whichever is lower.
lnadvertent Enerey-
7.5.1 Inadverte,lrt Energy is electric energy produced by the Facility, expressed in k\I&
which the Seller delivers to ldaho Power at the Point of Delivery that exceeds 10,000
kW multiplied by the hours in the specific month in which the energy was delivered.
(For exaryle January contains 7zl4 hours. 744 hours times 10,000 kW = 7,440,000
kWh. Energa delivered in January in excess of 7,440,000 k$/h in this exarnple
would be Inadvertent Enerry.)
7 .5,2 Although Seller intends to design and operate the Facility to ge,lrerate no more than 10
average MW and therefore does not intend to g€xr€rate Inadvertmt Enerry, Idaho
Powerwill accept Inadverteirt Enerrythat does not exceedtheMaximum Capacity
Amount but will not purcbase or pay for Inadvertent Energy.
Pa)rmer$ Due Date - Energy paymelrts, less any payments dtre to Idaho Power will be disbursed
to the Seller within 30 days of the date which Idaho Power receives and accepts the
documelrtation of the monthly Net Enogy actually delivered to Idaho Power as qpecified in
Appendix A. If ldaho Power disputes in good faith part or all of an invoice or the supporting
documartatiorl then Idatro Power shall provide notice of the disputod portion, including a written
explalration ofthe dispute, and pay any undisputed portion no later than the due date.
Conti.nuing Jurisdiction of the Comrqission.This Agreernent is a special contract an{ as such, the
rates, terms and conditions contained in this AgremcNil will be constnred in accordance with
Idaho Power Companv v. Idaho Public Utilities Commission and Afton Energy. Inc., l07Idaho
?81, 693 P.zd 427 (1984), Idaho Power Company v. Ideho Public Utilities Commissiog 107
Idaho I 122, 695 P.2d I 261 (1985), Afton Eqerey. Inc. v. Idaho Power Comoany, I I 1 Idaho 925,
729 P.zd 400 (1986), Section 210 of the Public Utilities Regulatory Policies Act of 1978 and t8
cFR $292.303-308.
-16-
4/t912010
7.5
7.6
7.7
8.1
9.1
ARTICLE.VTtr: ENVIRONMENTAL ATTRIBUTES
Seller retains ownership under this Agreemeirt of Green Tags and Renewable Energy Credits
(RECs), or the equivalent e,nvironmental attibutes, directly associated with the production of
€ne(g5/ from the Selleds Facility sold to Idaho Power
ARTICLE DC FACU-ITY AI.ID INTERCONNECTION
Design of Facility - Seller has designed, constnrcted installed owns, operates and will maintaitt
the Facility and any Sellerowned Interconnection Facilities so as to allow safe and reliable
generation and delivery of Net Energy and Inadvertent Enerry to the Idaho Power Point of
Delivery for the full terrr of the Agreerneirt.
ARTICLE X: METERING A}.ID TELEMETRY
10.1 Metering and Tele,rnebrr - Idaho Power has , for the account of Seller, provided, installe4 and
will rnaintain Metering Equipment to be located at a mutually agreed tpon location to record and
mgasure po'wef, flows to Idatro Power in accordance with Schedule7} atthe Point of Delivery.
The Metering Equipmeirt will be at the location and the type required to measuriB, record and
report the Facility's Net Energy, Station Use, Inadvertent Energr and maximtrm elrergy deliveries
GVn in a marmerto provide Idaho Power adoquate eoerry measur€,ment data to administerthis
Agreeurent and to integrate this Facility's enerry production into the Idaho Power electrical
syste,m.
ARTICLE XI. RECORDS
1l.l Mainte,lr4nce of Rcords - Seller shall maintain at the Facility or such other location mutually
acceptable to the Parties adequate total generation, Net Energy, Station Use, Inadvertent Energy
and maximum genmationftW) records in a forrrand content acceptable to Idaho Power.
ll.2 Inspection - Either Party, after reasonable notice to the other Party, shall have the right, during
nonnal business hours, to inspect and audit any or all generation, Net E[ergY, Station Use,
Inadvertelrt Energy and maximum gemeration (kW) records pe,raining to the Selleds Facility.-17- q,Doto
Each'party shall be responsible for their own costs associated with any reasonable Inspection
request.
ARTICLE Xtr: OPERATIONS
l2.l Communications - Idaho Power and the Seller shall maintain appropriate operating
communications througfu ldaho Power's Designatod Dispatch Facility in accordance with
Appendix A ofthis Agrwrnent.
12.2 Energs,Acceptanoe-
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise beeir produced by the Facility and
deliverod by the Seller to the Point of Delivery, if it is prevented frrom doing so by an
went of Force Majeure, orr terqrorary disconnoction of the Facility in accordarrce with
Schodule 72. I4 for reasons other than an event of Force Majeure, a temporary
disconnection under Sshedule 72 exceeds tw€nty (20) days, beginning with the twenty-
fust day of buch itremrption, curtailment or reduction, Seller will be deemed to be
delivering Net Enerry at a rate equivalent to the pro rata daily averago of the amounts
specified for the applicable month in paragraph 62. Idaho Power will notiS Seller whe,n
the intemption, curtailment or reduction is terminated.
12.2.2 If, in the reasonable opinion of ldaho Power, Selleds orperation of the Facility or
Intercoonection Facilities is unsafe or may otherwise adversely affect Idaho Poweds
equipment, personnel or se,nrice to its custometrs, Idaho Power may temporarily
disconnect the Facility from Idaho Power's transmission/distributio,n system as specified
within Schedule 72 or take such othcr reasonable steps as Idaho Power deems
appropriate.
12.2.3 If Idaho Power is unable to acc€pt the eneqg5r fro,m this Facility and is not excusod from
accepting the Facility's eoergy, Idaho Power's damages shall be timitd to ooly the value
of the estimated enerry that Idaho Power was unable to accept. Idalro Power will have
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no responsibility to pay for any other costs, lost rev€nue or consoquential damages the
Facility may incur.
L2.3 Seller Declared Suspension of Enerey Deliveries
12.3.1 If the Seller's Facility experiences a forced outage due to equipment failure which is not
caused by an eve,lrt of Force Majeure or by neglect, disrepair or lack of adequate
prcventative rnaintenance of the Seller's Facility, Seller may, after giving notice as
provided in paragraph l2.32below, temporarily suspend all deliveries of N* Enerry to
Idaho Power from the Facility or from individual generation rmit$) within the Facility
impacted by the forc€d outage for a period ofnot less than 48 hours to correct the forcpd
outage condition (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 atdwill continue for the
time as specified (not lcss than 48 hours) in the written notification provided by the
Seller. In the month(s) in which the Dectared Suspeirsion of Enerry occurred, the Net
Energy Amount will be adjusted as specified in paragraph 6.2.4.
12.3.2 If the Seller desires to initiate a Declared Suspe,nsion of Energy Deliveries as provided in
paragaph 12.3.1,, the Seller will notifu the Designated Disptch Facility by telephone.
The beginning hour of the Declared Suspe,nsion of Energr Deliveries will bG at the
earliest the next full hour after making telephone contact with ldaho Power. The Seller
will, within 24 hours after the telephone @ntact, provide Idaho Power a writtem notice in
accordanc€ with Article )O(V that will contain the begioning hour and duration of the
Declared Suspe,lrsion of Energy Deliveries and a description of the conditions that caused
the Seller to initiate a Declarcd Suspe,nsion of Energy Deliveries. Idaho Power will
review the documexltation provided by the Seller to determine Idaho Power's accqltarrce
of the described forced outage as qualiffing for a Declared Suspension of Energ5t
Deliveries as spocified in para:graph 12.3.1. Idaho Power's accqrtance of the Seller's
forced outage as an acce,ptabte forcd outage will be based upon the clear dooumentation
-19-
4lt9l20t0
provided by the Seller that the forced outage is not due do an weirt of Force Majerure or
by neglect, disrepair or lack of adequate preventative maintenance of the Seller's Facility.
12.4 Scheduled Maintetuoce - On or before January 31 of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility rnainteirance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule,
The Parties determination as to the acc€ptability of the Seller's timaable for scheduled
maint6nsnss will take into consideration Prudent El*tricd Practices, Idaho Power systm
requirements and the Seller's preferred schedule. Neither Party shall unreasonably withhold
acceptance of the proposed maintenance schedule.
12.5 Maint€nance Coordin4ion - The Seller and Idaho Power shall, to the exte,nt practical, coordinate
their respective line and Facility maintmarce schedules such that they occur simultaneously.
12.6 Contaqt Prior to Ctrtailmeirt - Idaho Power will rnake a reasonable attempt to contact the Seller
prior to exercising its rights to int€Nrupt interconnection or curtail deliveries ft,om the Seller's
Facility. Seller understands that in the case of ernergency circumstances, real time operations of
the electrical system, and/or unplanned evelils Idaho Power may not be able to provide notice to
the Seller prior to intsrruptioq curtaihnent, or roduction of eloctrical energ)r deliveries to Idatro
Power.
ABTICLE XItr: INDEMNIFICATION AND INSURAT.ICE
13.1 Indemnification - Each Party shall Bgree to hold harmless and to ind€rnniry the other Party, its
officers, ageirts, affiliates, subsidiaries, parcnt company and employees against all loss, danage,
expense and liability to third pcrsom for rqiury to or death of pcrson or rqiury to property,
proximately caused by the indmrnifring Party's (a) constnrctioq operation or
of, or by failure of, any of such Party's wor*s or facilities usd in connection with
this Agreement or (b) negligent or intentional acts, enors or omissions. The indmi$nng Party
shall pay all docrmented costs, including reasonable attorney fees that may be incurrd by the
other Party in enforcing this indemnity.
-20-
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13.2 lnsurance - During the tenn of this Agreement, Seller shall secure and continuously carry the
following insurance cov€rage:
t3.2.1 Comprehensive General Liability lnzurance for both bodily injury and property damage
with limits equal to $1,000,000, each occurrence, combined single limit. The deductible
for such insurance shall be consistent with current lnsurance Industry Utility practices for
similarproperty
13.2.2 The above insurance coverage shall be placed with an insurance company with an AM.
Best Company rating of A- or better and shall include:
(a) An endorsernent naming Idaho Power as an additional insurd and loss payee as
applicable; and
O) A provision stating tlrat such policy shall not be canceled or the limits of liability
r€duc€d without sixty (60) days' prio,r written notice to Idaho Power'
13.3 Seller to Provide Certificate of Insurance - As required in paragraph 4.1.5 herein and annually
thereafter, Seller shall furnish Idaho Power a certfficate of insurance, together with the
eirdorsernents required thenein, evidencing the coverage as set forth above.
13.4 Seller to Noti& Idaho Power of loss of Coverage - If the insumnce coverage required by
paragaph 13.2 sball lapse for any reaso& Seller will immdiately noti$ Idaho Power in writing.
The notice will advise Idaho Power of the specific neason for the lapse and the ste,ps Seller is
taking to reinstate the coverage. Failure to provide this notice and to expeditiously reinstate or
replace the coverage witl constitute a Material Breach of this Agreement.
ARTICLE XIV: FORCE MAIEURE
l4.L As used in this Agreement, 'Torce Majeure' or "an event of Force Majeurd' means any caus€
loeyoud the control of the Seller or of ldaho Power whictU despite the exercise of due dilige,nce,
such Parfy is unable to prevetrt or overoome. Force Majeure includes, but is not limited to, acts of
God, fire, flood, storrns, wars, hostilities, civil strife, shikes and other labor distutbances,
earthquakes, fires, lightning epidemics, sabotage, or changes in law or regulation ocourring after
-2t-
411912070
the effective date, whictL by the exercise of reasonable foresight such party could not reasonably
have been expected to avoid and by the exercise of due diligeirce, it shall be unable to overcome.
If either Party is renderod wholly or in part unable to puform its obligations under this
Agreemelrt because of an event of Force Majeure, both Parties shall be excused from whatever
performance is atrected by the evelrt of Force Majeure, provided that:
(l) The non-performing Party shall, as soon as is reasonably possible To *"
occrurence of the Force Majeure, grve the othcr Party written noticc describing
the particulars of the occurrence.
@ The suspension of ircrformance shall be of no greater scope and of no longer
durationthan is required by the enent of Force Majetre.
(3) No obligations of either Party which arose before the occurrence causing the
suspension of performance and whieh could and should have been fully
performed before such occurence shall be excused as a result of such
occulTence.
ARTICLE XV LIABILITY: DEDICATION
l5.l Limitation of Liability Nothing in this Agreement shall be constnred to create any duty to, any
staodard of care with reference to, or any liability to any person not a Parly to this Agreeme,lrt.
Neither party shall be liable to the other for any indir€ct, special, consequential, nor punitive
damages, exc€pt as expressly authorized by this Agreement. Consequential damages will
include, but not be limited to, the value of renewable €nergy credits an{ if the Facility is fueled
by gas produced by an anaerobic digester syst€,m, any diminution or loss of anaerobic activity &re
to the inability of Idaho Power to accept enqgy from the Facility.
15.2 Dedication No undertaking by one Party to the other trnder any provision of this Agreement shall
constitute the dedication of that Party's syst€m 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.
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16.1
17.t
18.1
18.2
ARTICLE XVI: SEVERAL OBLIGATIONS
Except where specifically stated in this Agreement to be othenvise, the duties, obligations and
liabilities of the Parties are intended to be serreral and not joint or collective. Nothing contained
in this Agreepernt shall ever be construed to create an association, fust, parfrrership or joint
venture or iryose a fiust or partnership duty, obligation or liability on or with regard to either
Party. Each Party shall be individually and swerally liable for its own obligations under this
Agreerrent.
ARTICLE XVft WAIVER
Any waiver at any time by either Party of its rights with respect to a default rmderthis Agree'ment
or with respect to any other matters arising in connection with this Agreetrent shall not be
deerned a waiver with respect to any subsequent default or other matter.
ARTICLE XMtr: CHOICE OF LAWS A}.ID VENTJE
This Ageement shall be construed and interpreted in accordance with the laws ofthe State of
Idaho without reference to its choice of law provisions.
Venue for any litigation arising out of or relatod to this Agreemeirt will lie in the District Court of
the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XD(: DISPUTES A}.ID DEFAIJLT
19.1 Disputes - All disputes related to or arising under this Agreement, including but not limited to,
the interpretation of the terrrs and conditions of this Agreeme,lrt, will be submitted to the
Commission for resolution.
19.2 Notice of Default -
19.2.1 Defaults. "Default" mearut, with respect to a Party (the defaulting Party), the
e of any of the following; (i) the failure to make, when due, any payment
roquired pursuant to this Agreernent; (ii) the failure to perform atry covenant or
obligation set forth in this Agree,ment; (iii) such Party becomes banlaupt or insolveirt
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4n912010
(however widenced), fiIes a petition (or otherwise commences, authorizes or
acquiesces to the commencement of a proceeding or carurc of action with respect to it)
under any banlcruptry proceeding or similar laws for the protection of creditors, or has
such a petition filed against it (if such petition is not withdrawn, dismissd
discharged stayed or restrained in each case within five (5) days of the presentation
thereo0; or (iv) such Party makes an assignment or any general arrangement for the
knefit of creditors Items (iii) and (iv) shall be conside,red Material Breaches.
19.2.2 If either Party Defaults, as defined abovg the nondefaulting Party may cause notice in
writing to be given to the defaulting Party, spoci$ing the rnarmer in which such
default occurred. If the defaulting Party shall fail to cure such default within the sixty
(60) days after senrice 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 perid and then fails to diligeirtly
punue such cure, then, the nondefrulting Parly may, at its option, terminate this
Agreement and/or pursue its legal or equitable re, edies.
19.2.3 Material Breaches - The notice and cure provisions in paragraph 19.2.2 do not apply
to defaults identified in this Agreemeot as Material Breaches. Material Breache must
be sured as expeditiously as possible following occurreoce of the breach.
19.3 Security for Performance - Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of paragraph 13.2. If Seller
fails to compty, such failue will be a Material Breach and may only be oured by
Seller supplying evidence that the r€qufued insurance coverage has been replaced or
reinstate{
19.3.2 Eneine€r's C€rtifications - Every tbree (3) years after the Opcratiou Date, Seller will
supply Idaho Power with a Certification of Ongoing Operations and Mainteirance
(O&M) from a Registered Professional Engneer licensod in the State of ldaho, which
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Certification of Ongoing O & M shall be in the forrn specified in Appendix C. Seller's
failure to supply the required certificate will be an event of defuult. Such a default
rnay only be cured by seller providing the ryquired certificate; and
19.3.3 Licenses and Permits - During the full term of this Agtee,ment, Seller shall maintaio
compliance with all perrrits and liceirses described in paragraph 4-1.1 of this
Agreement. In addition, Seller will supply ldaho Power with copies of any new or
additional permits or liceirses. At least every fifth Contract Yar, Seller will trpdate the
documentation describod in Paragraph 4.1.1. If at any time Seller fails to maiffain
compliance with the perrrim and licenses described in paragraph 4.1.1 or to provide
the docgmentntion nequired by this such failure will be an.ev€lrt of dehult
and may only be cured by Seller sub,mitting to Idaho Power evidence of coryliance
from the Permitting agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
2O.l This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
21.1
ARTICLE XXT COMMISSION ORDER
This Agreement shall become finally effective upon the Cornmission's appronal of all terms and
proviSions hereof without change or condition aod declaration that all payments to be made to
Seller hereunder shall be allowod as prudently incurred €xpfises for ratemaking purposes.
22.1
ARTICLE )Offi: SUCCESSORS AI.ID ASSIGNS
This Agree6ent and all of the terms and provisions hereof shall be binding rpon and inure to the
belefit ofthe respective suocessors and assigns ofthe Parties herreto, except that no assignrnent
hereof by either Party shall bocome effective without the written consmt of both Parties being
first obtained. Such consent shall not be unreasonably withheld. Notwithstanding the foregoiag,
any party which Idaho Power may consolidate, or into which it may m€rge, or to which it rnay
a5-
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convey or transf€r substantially all of its electric utility assets, shall automatically, without further
act, and without need of consent or approval by the Sellu, succeod to all of Idalro Powetr's rights,
obligations and interests under this Agreemerrt. This article shall not prevent a financing emity
with recorded or secured rights from exercising all rights and renrodies available to it under law
or contract. Idaho Power shall have ttre right to be notified by the financing entity that it is
exercising such rights or re,lnedies.
ARTICLE X)Ctr: MODIFIC.ATION
23.1 No modification to this sball be valid unless it is in writing and signed by both Parties
and subsequently approved by the Commission.
ARTICLE X)CV: TAXES
24.1 Each Party *hall pay before all taxes and other governmental charges which, if faild
to be paid when due, could result in a lien upon the Facility or the Inter,connection Facilities.
Seller shall be responsible for and pay all property taxes and Seller shall bear those taxes and fees
which are incurred before the passage of title fro,m Seller to Buyer. Buyer shall bear only those
taxes and fees which are incurred ooncun€,lrt with or after the passage of title from Seller to
Buyer.
ARTICLE XXV: NOTICES
25.1 All written notices urder this Agree,ment shall be directod as follows and shall be
considered delivered when faxed, e-mailod and confirmod with deposit in the U.S. Mail,
first-class, postage prepai4 as follows:
To Seller:Cargill Env'ronmental Finance
Ath: SanchayitaRay
Director Fixance
9350 Excelsior Boulevard
MS 1394-A
Hopkins, MN 55343
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E-mail: [e-mail]
To Idaho Power:
Orisinal docun€'lrt to:
Vice President, Power SuP'PlY
Idaho PowerCoryany
POBoxT0
Boise, Idaho 83707
Email j [e-mail]
Conv of doctrmelrt to:
Cogeneration and Srrall Power Ptoduction
Idalro Power CorPanY
POBox 70
Boise, Idaho 83707
E-mail: [e-mail]
Eittrer Party may change the contact p€rson and/or address information listed above, by providing written
notice from an authorized person representing the Party.
ARTCLE )O(V[ ADDITIONALTERMS AND CONDITIONS
ZG.l This Agreement includes the following appendices, which are attached hereto and included by
reference:
Ap,pendix A
AppendixB
Ap,pendixC
AppendixD
Gene,mtion Scheduling and Reporting
Facility andPoint of Delivery
Engineer's Certifications
Forms of Liquid Security
ARTICLE )O$[tr: SEVERABILITY
27.1 The invalidity or tmenforceability of any terrr or provision of this Agreerne,nt shall not affect the
validity or enforceability of any other terrrs or provisiors and this Agfeement shall be cofftnred
in all other respects as if the invalid or unenforceable term or provision wene omitted.
ARTICLE )O(VI[ .COI]NTERPARTS
28.1 This Agree6ent may be exeuted in trno or moro cormterparts, each of which shall be dwmed an
original but all of which together shall constitute one and the same instrumeif.
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ARTICLE )O(X: ENTIRE AGREEMENT
29.1 This Agreement constitutes the e,ntire Agree,ment oftlrc Parties concerning the subject matter
hereof and strpersedes all prior or cont€ryoraneous oral or written agreemeiils betwoen the
Parties concerning the zubject matt€r hereof.
IN WTINESS WHEREOF, The Parties herao have caused this Agreement to be executed
in tlrcir respective names on the dates set forth below:
Idaho Power Companv Cargil
By
LisaA Grow
Sr, Vice President, Power Supply
Jay Ritzen
Director, Cargill Envimnmental
Fisanoc division of Cargill, Incorporated
Dated 5.4 tO Datcd t0
'ldaho Power""Selled'
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APPEI{DD(A
A _1 MONTHLY POWER PRODUCTION AI{D SWTTCHING REPORT
At the end of each month the following roquired documeirtatioa will be subrnitted to:
Idaho Power Company
Attn: Cogeneration and Small Power Pnoduction
P0Box70
Boise, Idaho 83707
The meter readinp raquired on this report will be the readings on the Idaho Power Maer Equipment
measuring the Facility's total energy production and Station Usage delivered to Idaho Power and the
rnaximum generated c,nerry (k\ID as recorded outhe Metering Equipment and/or any otherrequired
elrergy meazurements to adoquately administer this Agreeme,nt. This docum.ent shall be the document to
enable Idaho Power to begin the en€rgy pa)'ment calculation and payrr.ent prccoss. The meter readings
on this report shall not be used to calculate the actual palanent but instead $,ill be a check of the
automated meter reading information that will be gathaed as described in it€m A-2 below:
a9-
4n912010
Idaho Power Compeny
Cogeneration and Smell Power Produ&n
MONTHLY PIOWER PRODUCTION AND SWITCEING REFORT
Month Yerr
Profect Name
Address
City
Project Number:
PhoneNumber:
Stete w
I'ecllity
Outout
Stedon
Usi e
Stadon
Ueeqc
Metered
Il&rlnnnGsnonfun
kw
MeterNumber:
End of Month kWh Meter Reading:
Bogiudtrg of Month kTVh Meter:
I)Ifrerence:
Ttmes Meter Conctent:
kWh for the Month:
Metered Demand:
Net Generedon
Breaker Opening Rccord Breaker Clostng Record
Date Itme Meter t Rearon Date Tlme Metor
*- BrealerOoenlnqRe$onCodes
I Lackof Adequate PrimeMover2 Forced Outage of I'acitity3 Dfuturbrnce of IBCo System
{ Scheduled Malntenence5 Teottng of Protecffon Sptemr6 Ceuec Unknown7 Other (Erplatn)
I hereby cerdfy thet the ebove meter readlngs are
Eue end correct ec of Midnight on tte last dry of the
abow month and that the sn'ltching record lc rccurate
and complete er required by the Firm Energl Salec
Agrecment to whlch I em e Party.
Slgurture Date
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A-2 AUTpMATED MEIER REApTNG COLLECTTON PROCESS
Monthly, Idaho Power will use the provided Metering and Telerretry equipment and processes to collect
the meterreading information frromthe Idaho Powerprovided Metering Equipment tbat measures theNet
Energ5r and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month..
The meter information collected will include but rot be limitd to energ/ production, Statiou Usg the
maximum geocratod power GUD and any other required €nergy mmsurements to adequately ad4inister
this Agreerneirt.
A-3 ROTJTINEREPORTING
Once the Facility has achiwed its Opcration Date and has operated in a reliable and consistcnt
rnanner for a resonable period of time, the Parties may mutually agree to modiff this Routine
Reporting require,ment.
Idaho Power Contact Information
Daily Enererv Production Reoorting
Call daily by 10 a.m., l-800-3564328 or l-800-635-1093 and leave the following
infonnation:
o Project Identification - Project Name and Project Numbero CurrentMeterReadingo Estimated Gensation for the curreirt dayo Estimated Geireration forthe next day
Planned and Unplanned Pnoject outages
Catl 1-800-345-1319 and leave the following information:
o Project Identification - Project Name and Project Numbero Approximatotime outage occurredo Estimated day and time of project coming back online
Seller's Contact Information
24-Hour Projoct Otnrational Contact
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Name:
Telephme Numbcr:
CellPbne:
RyanColeman
mE-3m{/,2t
57Gi90.5,-5799
Proiect Ol.eite Conm information
TelgphoncNumber:
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BA
APPENDD( B
FACILITY AND POINT OF DELTVERY
PROJECT NO. 31615100
86 Anaenobic Digester
8.1 DESCRIPTION OF FACILMY
(Must irclude the Nameplote Caprcity rating and YAR capability (both leading and laging) of all
generation wits to be included in the Facility.)
Two - GE Jenbacker 416 Gensets. I I 38 kW, 1 890 KVA 60 IIZ 1693 A @ p.f. = .08 480 V
VAR Capability (both leading and lageing): 0.8 - l.0laeging
LOCATION OF FACILTTY
Near: Je,rome,Idaho
Swtions: !! Township:8S Range: l6E_County: Goodine ID.
Description of Intercounection Location: The Point of Interconnection for the 86 Anaerobic
Digester Project will be the low-side bushings on the padmormted transformer (BBD6). Nearqt
Idaho Power Substation: I{YDA-043.
B-3 SCHEDIJLED FIRST ENERGY A}.ID OPERATION DATE
Seller has selected 30 days past the date this Agreemont is approved by the Comrmission as
specified in paragraph 21.1 of this Agreement as the Scheduled First Enerry Date.
Seller has selected 30 days past the date this Agreement is approved by the Commission as
specified in paragraph 21.1 of this Agroemqfi as the Scheduled Opaation Date.
In making these selections, Seller recognizes that adquate testing of the Facility and cornpletion
of all requirements in paragraph 5.2 of this Agree,ment must be completed prior to the projoct
being granted an Operation Date.
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B4
B-5
MAXIMI.IM CAPACITY AMOIJNT
This value will be 2.13 MW which is consistent with the value provided by the Seller to Idaho
Power in accordance with Schedule 72.This value is the maximum eoergy (MW) that poteotially
could be delivered by the Seller's Facility to the Idaho Power elochicat system at any moment in
time.
POINT OF DELIVERY f
'?oint of Deliveqy'' means, rrnless othernise agrd by both Parties, the point of where the Sellers
Facility's eNrergy is delivered to the ldaho Power eletical system- Schedule T2wrlldderrrine
the spocific Point of Delivery for this Facility. The Point of Delivery ide,ntified by Schedute 72
will become an integral part ofthis Agreemart.
B{ LOSSES
If the ldaho Power Meteri4g equipment is capble of measuring the exact eNr€rgy deliveries by the
Seller to the Idaho Power electrical syst€ol at the Point of Delivery, no Losses will be calculatd
for this Facility. If the Idaho Power Metering is trnable to meastlp the exact e,n€rgy delivcries by
the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses calculation will
be established to measure the enogy losses (kWr) between the Seller's Facility and the Idaho
Power Point of Delivery. This loss calculation will be initially sd.. at 2o/o of the kWh energy
production recorded on the Facility ge,neration metering equipmeirt. At such time as Sella
provides ldaho Power with the elec'trical equipment specifications (transformer loss
specifications, conductor sizes, etc) of all of the elechical equip,ment between the Facility and the
Idaho Power electical system, Idaho Power will configure a revised loss calculation forrnrla to
be agreod to by both parties and used to calculate the kWh Losses for the remaining term of the
Ageernent. If at any time during the terrr of this Agreemeirt, Idaho Power determines that the
loss calculation does not correotly reflect the acttral kWh losses attributd to the elechical
equipment bdween the Facility and the Idaho Power electrical syste,m, Idaho Power may adjust
34-
4tL9l20L0
B-7
B-8
the calculation and refroactively adjust tho previous rnonths k\4& loss calculations.
METERING A}ID TELEMETRY
Schedute 72 will daermine the specific metering and telemetry requirements for this Facility. At
the minimum the Metering Equipment and Telemetry equipment must be able to provide and
record hourly enerry deliveries to the Point of Delivery and any other energy measurements
required to administer this Agreernent. These specifications will include brrt not be limited to
equipment specifications, equipment location, Idaho Power provided equipment, Seller provided
equipment, and all costs associated with the equipmellt, design and installation of the Idaho
Power provided equipment. Seller will ammge for and make available at Seller's cost
communication cirrcuit(s) compatible with Idalro Power's comrnrmications equipment and
dedicated to Idalro Power's use terminating at the Idaho Power facilities capable of providing
Idaho Power with continuous instantaaeous inforrration on the Facilities eneqgy production.
Idaho Power provided equipment will be owned and maintained by Idaho Power, with total cost
of purchase, installatioq operatioo, and maintenance, including administrative cost to be
reirrbr.rsed to Idaho Power by the Seller. Paynent of these costs will be in accordance with
Schedule 72 and the total metering cost will be included in the calculation of the Monthty
Operation and Maintenance Charges specified in Schedule 72.
NETWORK RESOURCE DESIGNATION A}.ID TRA}.ISMISSION SERVICE REQI]EST
Idaho Power cannot accept or pay for generation from this Facility until a Transmission Service
Request (TSR') and a Network Resource Designation (NRD') application have beeir accepted
by ldaho Power's delivery business unit. Federal Enerry Regulatory Commission ('FERC')
Rules require Idaho Power to pr€,pare and submit the TSR and NRD. Because much of the
information Idaho Power needs to prepare the TSR and NRD is specific to the Seller's Facility,
Idaho Power's ability to file the TSR and NRD in a timely nnnner is contingent rryon timely
receipt of the required information from the Seller. Prior to Idaho Power submittiqg the TSR
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and/or NRD for this Facility, the Seller shall be required to exectrte an agreem€nt with Idatro
Power requesting Idaho Power to corylete and submit the TSR and/or NRD application Within
this agreement the Seller shall taue responsibility for all costs incuned by Idaho Power in
preparing and submitting these applications. Seller's frilure to provide complete and rcenrote
infomadon ln a timely monner can delay the First Energy Date and may result ln Sellcr
pEylng higher costs for interconnection.
i.) Transmission Service Request (TSRF Idaho Power will prepare and submit the
TSR within a reasonable p€riod of time afterthe Seller (a) bas executed an
agreenxent with Idaho Power requesting Idaho Power zubmit a TSR application
and (b) provides writteir confinnation that the Generation Inte,rconnection
Agreement CIGIA') betweqr Seller and Idalro Power's delivery business unit has
been exeuted forthis Facility and (c) pnrvides all of the Facility-specific daails
required to cornplete the TSR.
ii.) Network Resorrce Designation - Idaho Power will complete and file the NRD
application within a rqsonable period of time after (a) Seller has execrrted an
agr@mqrt with Idaho Power Idaho Power srfimit a NRD application
and O) this Agreemot has been executod by both parties and(c) the TSR (if
required) has been filed and accepted and (d) all necessary information has been
receivod from the Seller to enable Idaho Power to comple,te the NRD application.
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APPENDD( C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENA}ICE POLICY
The nndersigned on bebalf of himself and Cargill,
Incorporated, hereinafter colloctively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
l. That Engineer is a Licensed Professional Engheer in good standing in the State of Idaho.
2- .- That Engmeer has reviewed the Eneqgy Sales Agree,ment, hereinafter "Agre€ment," b€twe,€rl
Idaho Power as Buyer, and as Seller, dated
-.
3. That the cogeneration or small power production project which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and is hereinaft€r referred to as
the "Pnoject."
4. That the Project, which is commonly known as the is located in
Section
-
Township _ Range Boise Meridian,
-
Counff, Idaho.
5. ThBt Engineer recogrizes ttrat the Agreement provides for the Pr,oject to firmish eleo'trical €rr6gy
to Idaho Power for a _ year period.
6. That Ehgine€r has substantial experience in the design, construction and opcation of electric
power plants of the same type as this Proj*.t.
7. That Engineer has no economic relationship to the Design Engneer of this Project.
I That Enginea has reviewd and/or supenrised the review of the Policy for Operation and
Mainten2ase ('O&M') for this Project and it is his professional opinion that, provided said Project has
been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Projecfs prodtrcing at or near the desrgn electrical output, efficiency and plant factor for a ten (10) year
period.
9. That Engineer recognizes that Idaho Power, in acoordance with paragraph 5.2 of the Agreemert,
is relying-on Enginecds representations and opinions eontained inthis Statemelrt.
10. Thflt Engin€tr certifies that the above statements ane corrylete, true and accurate to the best of his
knowledge and therefore sets his hand and seal below.
By
(P.E. Stamp)
Date
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4l$12arc
APPENDX C
ENGINBER'S CERTTFICATION
OF
ONGOING OPERATIONS A}.ID MAINTENANCE
The undersigned , on behalf of himself and
Cargill, Incorporated, hereinafter collectively referred to as "Engineer," heneby states and certifies to the
Seller as follows:
t. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreenrent, hereinafter "Agreanent,n'bctweel
Idaho Power as Buyer, and as Seller, datd
3. That the cogeneration or srnall power proj6't which is the subject of the Agreement
and this Statement is identified as IPCo Facility No.and hereinafter referred to as the
*Project".
4. That the Project, which is commonly known as the is located in
Swtion
-
Township
-
Range Boise Meridiffi,
-
County, Idaho.
5. That Bngineer reognizes that the Agreement provides for the Pdect to firnish elecfiical urergy
to Idaho Power for a ten (10) year period.
6, That Engineer has substantial experience in the design, constuction and operation of electic
power plants of the same type as this Pmject.
7. That Engineer has no economic relationship to the Design Engneer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and mainte,nance
records since the last previous certified inspection. It is Engineo's professional opinioq based oo the
Projec't's appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy;
that it is in reasonably good operating conditioq and that if adherence to said O&M Policy continues, the
Project will continue producing at or near its design electrical output, efficieircy and plant factor for the
'39' 4ng*olo
r€maining _ years of thc Agreem€xxt.
9. That Engineer recognizes that Idalro Power, in accordance with paragraph 5.2 of the Agreemen!
is relying on Enginoa's representations and opinions containod in this Statement.
10. That Engineu certifies that the above stat€msils are complete, tnre and accurate to the best of his
knowledge andtherefore sets his hand and seal below.
By
(P.E. Stary)
Date
4-
4tL9l20t0
APPENDD(C
ENGINEER'S CERTIFICATION
OF
DESTGN & CONSTRUCTION ADEQUACY
The undersigned on behalf of hirself aod Cargill,
Incorporated, hereinafter collectively referred to as "Engineer", hereby states and certifies to Idalro Power
as follows:
1.
2.
That Enginecr is a Liceirsd Professional Engineer in good standing in the State of ldaho.
That Engineer has reviewod the Firm Energy Sales Agreemeirt, hereinafter "Agreemcnt",
between Idaho Power as Buyer, and Seller, dated ,
3.That the cogeneration or snall pow€r production project, which is the subject of the
Agroement and this State,meirt, is identified as IPCo Facility No and is hereinafter
refemed to as the "hoject".
4. That the Project, which is comrnonly known as the is locatad in
Section Township _ Range , Boise Meridian, County, Idaho.
5. That Engineerrocognizes that the Agreement provides forthe Prroject to firnish electical
energ'y to Idaho Power for a year period.
6. That Engine€r has subslantial experience in the desigrr, constnrction and ope,ration of
electric power plants of the same ty?e as this Project.
'1, That Engineer has no economic relationstrip to the Design Engineer of this Projoct and
has made the analysis of the plans and specifications inde,pendently.
8. That Engineer has reviewed the engineering design and constnrction of the Projoct,
including the civil worh electrical wortq generating equipment, pnme mover oonvqlalrce system, Seller
funrished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has beeir constructd in accordance with said plans and specifications, all
4l- , ttgtzoto
applicable codes aod consistent with Prudent Electrical Practices as that tem is dcscrib€d in the
10. That the design and coilstruction of the Prcjec{ is zuch that with reasonable and pnrdent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agre€m€ot and with Prudent Electrical Practices for a ten (10) year p€riod.
11. That Engineer rocognizes that Idaho Power, in accordance with paragraph5.2 of the
Agpeerneirt, in interconnecting the Pr.oject with its systcm, is relying on Engineeds represelrtations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are corylete, tnre and accura-te to the
best of his knowledge and therefore sets his hand and seal below.
By
(P.E. Stary)
Date
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APPENDX D
FORMS OF LrQrJrD SECIIRITY
The Seller shall provide ldaho Power with commercially reasonable security instruments such as
Cash Escrow Security, Guarantee or Irtter of Credit as those terms are defined below or other
forms of liquid financial security that would provide readily available cashto Idaho Power to
satisS the Delay Security requiranent within this Agreement.
For the purpose of this Appendix D, the tenn *Cr€dit Requirements" shall mean accephble
financial creditworthiness of the entity providing the secruity instnm€nt in relation to the term of
the obligation in the reasonable judgmeirt of Idaho Power, provided that any guarantee and/or
letter of crodit issued by any other entity with a short-tgrm or long-terrr inveshent grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditr*,orthiness.
l. Cash Escrow Security - Seller shall deposit funds in an escrow account establishd by the
Seller in a banking institution acceptable to both Parties equal to the Delay Security.
2. Guarantee or Letter of Credit Security- Seller shall post and maintain in an amount
equal to the Delay Security: (a) a guaranty from a party that satisfies the Credit
Requirernents, in a form acceptable to Idaho Power at its discretion, or (b) a trtter of
Credit in a forn acceptable to ldalro Power, in favor of Idalro Power. The trtter of
Credit will be issud by a financial institution acceptable to bothparties.
43-
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Office of the Secretary
Service Date
July 1,2010
BET'ORE THE IDAHO PTIBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAIIO POWER COMPAI\Y T'OR
APPROVAL OF A T'IRM ENERGY SALES
AGREEMENT FORTHE SALE AI\ID
PURCIIASE OF ELECTRIC ENN,RGY
BETWEEN IDAHO POWER COMPANY
AIID CARGILL INCORPORATED
cAsE NO. IPC-E-10-15
oRDER NO. 32024
On May 5, 2010, Idaho Power Company (Idaho Power; Company) filed an
Application with the Idatro Public Utilities Commission (Commission) requesting approval of a
l0-year Firm Energy Sales Agreement between Idaho Power and Cargill Incorporated (Cargill)
dated May 4, 2010 (Agreement).
AGREEMENT
Under the terms of the Agreement Cargiil will sell and Idaho Power will purchase
electric energy generated by the Bettencourt 86 Dairy Anaerobic Digester Power Project @6
Facility) located near Jerome, Idalro. The location of the 86 Facility is more particularly
described as Section 19, Township 8 S, Range 16 E, Boise Meridian, Gooding County, Idaho.
Appendix B-2. Car$ll warrants that the B6 Facility is a qualifying facility (QF) under applicable
provisions of the Public Utility Regulatory Policies Act of 1978 (PLJRPA). t[ 3.2.
The 86 Facility is already providing energy to Idalro Power under an existing Non-
Firm Schedule 86 Agreement (June 30,2009). ![4.1. The nameplate rating of the 86 Facility is
2.25 MW. Appendix B-1. The Maximum Capacity Amount is 2.13 MW. Appendix B-4.
Under normal and/or average conditions, the Facility will not exceed l0 aIvIW on a monthly
basis. Should the Facility orceed l0 alvIw on a monthly basis, Idatro Power will accept the
energy (kradvertent Energy) that does not exceed the Maximum Capacity Amount; however, the
Company will not purchase or pay for the Inadvertent Energy. ![ 7.5.
Cargil has elected a Scheduled Operation Date 30 days past the date the Agreement
is approved by the Commission. Appendix B-3.
The Agreement contains the non-levelized published avoided cost rates approved in
Order No. 30744 and comports with the terms and conditions of Order Nos. 30738 (SAR non-
fueled cost variables) and 30415 (daily load shape adjustment) . n7 ).
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IoRDER NO. 32024
Idatro Power notes that the purchase rates set forth in the Agreement Order No.
3A744, had on the May 4,2010, date of contf,act signing been replaced by the lower rates of
Order No. 30125 approved by the Commission on March 16, 2010, in Case No. GNR-E-10-01.
Idaho Power recites that the Commission has previously determined grandfathering eligibility for
(older and higher) published avoided cost rates by requiring (l) a signed power sales agreement
be executed prior to the change in rates; or (2) a meritorious complaint filed with the
Commission demonstrating project maturity and that but for the actions of the utility a sales
agreement would have been signed prior to the change in rates. Although not filing a complaint
with the Commission, by signing the Agreement and voluntarily presenting it to the
Commission, Idaho Power has nevefiheless concluded that Cargill meets the second test of the
Commission and should be entitled to the rates established by OrderNo. 30744.
ln determining that Cargill was entitled to grandfathering under the higher rates of
Order No. 30744, the Company concluded that Cargill satisfied the following grandfathering
criteria prior to March 16, 2010:
a. Interconnection and Transmission
Filed an interconnection application; and
Received and accepted an interconnection feasibility study report for
the project and paid any requested study deposits (or established credit)
for the next phase of the interconnection process in accordance with
Schedule 72: and
Received confirmation from Idatro Power that transmission capacity is
available for the project and/or received accepted transmission capacity
study results and cost estimates.
b. Purchase Power Agreement
An agreement was materially complete and would have been executed
by both parties prior to March 16,2010, and except for routine Idaho
Power final processing, an agleement would have been executed prior
to March 16, 2010.
It is Idaho Power's opinion that the Cargill 86 Facility meets all of the above-referenced criteria.
The Interconnection and Transmission criteria were met at the time the 86 Facility was
interconnected with Idaho Power to make sales of non-firm energy under the Schedule 86
Agreement.
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20RDERNO. 32024
With respect to the Power Purchase Agreement criteri4 the Company contends that
Cargill and Idatro Power had finally resolved all outstanding contract issues and that Cargill had
ageed to execute the Agreement after being notified that the 86 project had passed Idatro
Power's final internal review process. Both parties expected final review to be a relatively
straightforward process grven that the parties had recently executed a substantially similar Firm
Energy Sales Agreement for the Dry Creek Dairy Anaerobic Digester Project which was
approved by the Commission in Order No. 31034 issued on April l, 2010. The 86 Facility
Agreement was commercially and legally similar to the Dry Creek Firm Energy Sales
Agreement. Approximately l0 days prior to March t6,20l0,Idaho Power's management started
the process of reviewing the agreed-upon draft for final approval and execution. The final
Sarbanes-Oxley review proc€ss and the routine internal approval had not been completed as of
March 16,2010.
In further support of its request for grandfathering, ldaho Power states that the 86
Facility is a small project that is already certified as a QF and is currently selling power to Idaho
Power under a Schedule 86 contract. The Agreement also contains the most recent contact
terms and conditions, including the liquidated darnages and security provisions previously
approved by the Commission in the contracts for the Arena Drop hydro project and in the
contracts for the Dry Creek anaerobic digester projects, Order Nos. 31060 and 31034,
respectively.
Agreement n2l.l provides that the Cargill Agreement will not become effective until
the Commission has approved all of the Agreement's terms and conditions and declared that all
payments Idaho Power makes to Cargill for purchases of energy from the Facility will be
allowed as prudently incurred expenses for ratemaking purposes.
On May 26, 2010, the Commission issued a Notice of Application and Modified
Procedure in Case No. IPC-E-10-15. The deadline for Iiling comments was June 16, 2010.
Commission Staffwas the only party to file comments.
Statf Conutents
Staff believes that the grandfathering criteria developed and applied by Idatro Power
in this case are fair and reasonable. Based on the facts prese,lrted in this case, Staffbelieves that
but for the actions of Idatro Power, the Agreement would have been fully executed prior to
March 16, 2010. Consequently, Staff recommends that the Order No. 30744 puchase rates
oRDER NO. 32024 3
contained in the Agreement be approved. Staff recommends further that the Commission
approve all of the Agreement's terms and conditions.
COMMISSION FINDINGS
The Commission has reviewed and considered the filings of record in Case No. IPC-
E-I0-15 including the May 4,2010 Cargill Agreement and the comments and recommendations
of Commission Staff. We have also reviewed Cargill's existing Schedule 86 Agreement (June
30, 2009) for the B6 Facility (Case No. IPC-E-09-22, Ordq No. 30874).
Submitted in this case is a Firm Energy Sales Agreement betw'een Idaho Power
Company and Cargill Incorporated dated May 4, 2010. The Agreement is for a l0-year term.
The nameplate rating of the 86 Facility is 2.25 MW. We acknowledge that the 86 Facility is
currently providing energy to Idaho Power under an existing Non-Firm Schedule 86 agteement
(June 30,2009).
The Agreement contains the non-levelized published avoided cost rates established by
the Commission in Order No. 30744. On the May 4, 2010 date of contact signing the higher
contract rates of Order No. 307214 had been replaced by the lower rates of Order No. 30125
(Case No. GNR-E-10-01) approved by the Commission on March 16, 2010. We find that the
Company has fairly represented our past grandfathering criteria requirements. We further find
the Company's approach in this case regarding contract rates to be in concafi with the spirit of
those prior grandfathering casles. See A.W. Brown v. Idaho Power,l2l Idaho 812, 828 P.2d 841
(1992); Order No. 29872, Case No. IPC-E-05-22.
In this case, Idaho Power and Staff believe that Cargill is entitled to grandfathering
and the rates of Order No. 30744. Idatro Power represents that all outstanding contraet issues
had been resolved prior to March 16,2010, and that but for the internal review process of the
Company a contract would have been signed prior to March 16. Based on the record established
in this sase, we find that Cargill is entitled to the grandfathered rates of Order No. 307,M. As
represented and pursuant to contract terms, under normal and/or average conditions the
generation from the 86 Facility will not exceed l0 aMW on a monthly basis. The Commission
finds the Agreement submitted in this case eontains acceptable contract terms. We frrrther find it
reasonable to allow payments made under the Agreement as prudently incurred expenses for
ratemaking purposes.
oRDERNO. 32024 4
CONCLUSIONS OF LAW
The Idaho Public Utilities Commission has jurisdiction over Idaho Powero an electic
utility, and the issues raised in this matter pr.nsuant to the authority and power granted it under
Tifle 61 of the Idaho Code and the Public Utility Regulatory Policies Act of l97S (PURPA).
The Commission has authority under PURPA and the implementing regulations of
the Federal Energy Regulatory Commission (FERC) to set avoided costs, to order electic
utilities to enter into fixed-term obligations for the purchase of energy from qualified facilities
(QFs) aud to implement FERC rules.
ORDER
ln consideration of the foregoing and as more particularly describd above, IT IS
IIEREBY ORDERED and the Commission does hereby approve the May 4,2010, Firrr Enetgy
Sales Agree,rnent between Idatro Power and Cargill Incorporated for the Bettencourt B6 Dairy
Anaerobic Digester Power Project.
THIS IS A FINAL ORDER. Any person interested in this Order may petition for
reconsideration within twenty-one (21) days of the sErvice date of this Order. Within seven (7)
days after any person has petitioned for reconsideration, any other person may cross-petition for
reconsideration. See ldoho Code $ 61-626.
oRDERNO.32024 5
DONE by Order of the tdaho Public Utilities Commission at Boise, Idaho this 30r^
day ofJune 2010.
D.
nt"dl* I
MARSHA H. SMITH, COMMISSIONER
'+J .r*&A
MACK A.
ATTEST:
,ar^^Fs n-il
@[Dreiln l
Commission Secretary
blVO:lPC-E-10-15 sw2
6oRDERNO. 32024