20221109Application.pdf

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An DACOI9 CdlrDanY
MEGAL GOICOECHEA.ALLEN
Corporate Counsel
[e-mail]
MGA:cld
Enclosures
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November 9,2022
VIA ELECTRONIC MAIL
Jan Noriyuki, Secretary
ldaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, ldaho 83714
Re:Case No. IPC-E-22-28
Lower Lowline, LLC - Lowline #2 Hydro Project
ldaho Power Company's Application re Energy Sales Agreement
Dear Ms. Noriyuki:
Attached for electronic filing is ldaho Power Company'sApplication forApproval of
the Energy Sales Agreement in the above entitled matter. lf you have any questions about
the attached documents, please do not hesitate to contact me.
Very truly yours,
Megan Goicoechea-Allen
DONOVAN E. WALKER (lSB No. 5921)
MEGAN GOICOECHEA ALLEN (lSB No. 7623)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]
Attorneys for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
LOWER LOWLINE LLC, FOR THE SALE
AND PURCHASE OF ELECTRIC ENERGY
FROM THE LOWLINE #2 HYDRO
PROJECT.
CASE NO. rPC-E-22-28
APPLICATION
ldaho Power Company ("!daho Powefl or "Company"), in accordance with ldaho
Public Utilities Commissions ("Commission") Rule of Procedurel 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ('PURPA'), hereby
respectfully applies to the ldaho Public Utilities Commission ('Commission') for an order
accepting or rejecting the Energy Sales Agreement ('ESA' or "Agreement") between
ldaho Power and Lower Lowline LLC ("Lowline" or "Selle/') under which Lowline would
1 Hereinafter cited as RP
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APPLICATION - 1
sell and ldaho Power would purchase electric generation from the Lowline #2 Hydro
Project ('Facility') located near the city of Twin Falls, ldaho, which is a PURPA Qualiffing
Facility ('QF").
ln support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. ldaho Power and Seller fiointly, "Parties") entered into an Agreement on
September 12, 1986 ('1986 Agreement") for the purchase and sale of energy produced
by the Facility, a2790 kilowaft ('kW) nameplate capacity hydroelectric facility located on
the Snake River, near Twin Falls, ldaho. The 1986 Agreement expires on April 30,2023.
2. The ESA submitted herewith dated October 13,2022, is a new contractwith
the same QF for a new term with updated terms and conditions. The Parties intend the
proposed ESA to replace the 1986 Agreement in light of its upcoming expiration. Under
the proposed ESA, the Sellerwould sel! and the Company would purchase electric energy
generated by the Facility at non-levelized, published avoided cost rates for seasonal
hydroelectric resources as set in Case No. GNR-E-22-01, Order Nos. 35422 and 35475,
for a 2}-year term, with full capacity payments for the entire term. See Order No. 32697
at21-22; Order No. 32737 at 5; and Order No. 32871.
3. As more fully set forth herein, the proposed ESA complies with the
Commission's orders directing the implementation of PURPA for the State of ldaho,
including but not limited to Commission Order Nos. 32697,32737, and 32802 from Case
No. GNR-E-11-03.
II. RELEVANT LAW
4. Pursuant to PURPA and regulations of the Federal Energy Regulatory
APPLICATION - 2
Commission ("FERC") implementing it, electric utilities are required to purchase power
produced by designated Qualifying Facilities. Under this must purchase provision, the
rate a utility must buy the power produced by the QF is generally refened to as the
avoided cost rate, which is intended to reflectthe incrementral costto the purchasing utility
of power, which it would either generate itself or purchase from another source but for the
purchase of power from the QF. See 18 CFR S292.101(bXO).
5. While FERC is tasked with developing broad federal regulations to guide
PURPA's implementation, individual state commissions are tasked with implementing
PURPA at the state level. "PURPA requires that utilities buy the power output from QF's
under a federal rate mechanism (i.e., avoided costs) that is determined and implemented
by state utility commissions." Order No. 32697 at 7.
6. Pursuant to its authority under PURPA, this Commission has established
and adopted numerous contract terms and conditions for energy sales agreements
entered into between regulated utilities and QFs under PURPA and developed
parameters for published and negotiated avoided cost rate calculations.
7. The Commission's seminal decisions on PURPA implementation, starting
with Order No. 32697, established, in pertinent part, a 10 average megawatts ("aMW)
project eligibility cap for access to published avoided cost rates for resources other than
wind and solar and confirmed use of the surrogate avoided resource ('SAR")
methodology to calculate published rates (updated annually). Within the SAR
methodology, hydroelectric QF projects that produce 55% of their annual generation
during June, July, and August (the utility's peak power consumption months) are
classified as "seasonal hydro" projects and entitled to higher rates based on the ability to
APPLICATION - 3
deliver generation when the utility is most in need. See Order No. 32802.
8. The Commission also held that both energy and capacity should be
considered in determining avoided costs, though paymentsforcapacity should only begin
at such time that the utility becomes capacity deficient. See Order No. 32697. lf an
existing QF seeks a new contract with the utility to replace an expiring contract, the
capacity deficit date is still determined as of the date the original contract was executed,
and the QF will be entitled to immediate payment for capacity under the replacement
contract if it was being paid for capacity at the end of the prior agreement. See a/so Order
No. 32871.
9. Relative to QF replacement contracts, the Commission subsequently
recognized that conditions existing at the time a legally enforceable obligation was
established in the prior contract could prevent a QF from ever receiving capacity
payments, which would be inconsistent with the Commission's prior orders addressing
QF eligibility for capacity payments. See, e.9., Order No. 34200 at 4-5. As a result, the
Commission has focused on whether the utility has been relying on the QF's power
production to meet its capacity needs in determining whether a QF qualifies for immediate
capacity payments in a replacement epntract.
III. THE PROPOSED ENERGY SALES AGREEMENT
10. The Facility is currently delivering energy to ldaho Power in accordance with
the 1986 Agreement that expires on April 30,2023.
11. On October 13,2022, ldaho Powerand the Seller entered into an ESA,
executed in compliance with Commission Order No. 32697 and its progeny, which is
intended to replace the 1986 Agreement and pursuant to which the Seller would continue
APPLICATION - 4
to sel!, and the Company would continue to purchase electric energy generated by the
Facility. A copy of the ESA is attached to this Application as Attachment 1.
12. Under the terms of the proposed ESA, the Seller elected to contract with
ldaho Power for a2O-year term using the non-levelized, published avoided cost rates for
.seasonal hydro" resources as currently established by the Commission in GNR-E-22-01
for replacement contracts and for energy deliveries of less than 10 aMW. See Order No.
35475 dated July 28, 2022. Additionally, because it is a replacement ESA, the proposed
ESA contains capacity payments for the entire term of the Agreement consistent with prior
Commission Orders.2 See Order No. 32697 at 21-22; Order No. 32737 at 5; Order No.
32871; and Order No. 34200 at 4-5.
13. The proposed ESA contains contract provisions consistent with PURPA,
FERC regulations, and the Commission's prior orders. Wth regard to the latter, the
following discussion demonstrates the proposed ESA's compliance with certain ldaho-
specific provisions that have been the focus of Commission Staff in reviewing similar
approval requests: (1) adherence to the capacity size threshold for published rates; (2)
verification of seasonal/non-seasonal hydro stratus; (3) eligibility for the amount of
capacity payments; and (4) 90/110 rule with a five-day advance notice for adjusting
Estimated Net Energy Amounts.
2lt is the Company's understanding based on prior Commission orders that QF projects that have been
included in ldaho Power's load and resource balance during their initial contract term meet the
requirements to include value for their replacement contracts as more fully discussed in Order No. 34200
at 4-5. To that end the Lowline Facility is, like other PURPA contracts, included in the Company's
generation forecast for existing resources that is considered in the load and resource balance analysis as
part of the lntegrated Resource Plan ('lRP") process.
APPLICATION - 5
Ca pac ity S i ze T h reshold
14. The Sellerwanants that the Facility is a PURPA Qualifying Facility and has
provided documentation that the project nameplate capacity is 2790 kW, which matches
the nameplate in the cunent 1986 Agreement.
15. As defined in paragraphs 1.24 and 4.1.4 of the ESA, the Seller will be
required to provide datra on the Facility that ldaho Power will use to confirm that under
normal and/or average conditions, the Facility will not exceed 10 aMW on a monthly basis.
Furthermore, as described in paragraph 7.7 of the ESA, should the Facility exceed 10
aMW on a monthly basis or 2790 kW on an hourly basis, ldaho Power will accept the
energy, defined as lnadvertent Energy, but will not purchase or pay for it.
16. Because the Facility produces less than 10 aMW on a monthly basis under
normal or average conditions, it is eligible for published avoided cost rates.
Seasonal Hydro Sfafus
17. As defined in paragraph 1.40 and 3.4 of the ESA, the Seller has wananted
that the Facility qualifies as a seasonal hydro facility, as described in Order No. 32802,
because it produces at least 55% of its annua! generation during the months of June,
July, and August. The Facility's ongoing eligibility to be classified as a seasonal hydro
facility will be reviewed pursuant to paragraph 7.8 of the ESA.
18. Because it meets the criteria for a seasonal hydro facility, the ESA is
appropriately based on the avoided cost rates for seasonal hydro resources.
Eligibility for Capacity Payments
19. ln Case No. GNR-E-11-03, the Commission held if a QF project is being
paid for capacity at the end of a contract term and enters into a replacement contract, it
APPLICATION - 6
will be entitled to immediate payment of capacity. See Order No. 32697 at21-22; Order
No. 32737 at 5; and Order No. 32871. Subsequently, the Commission recognized that
there may be circumstances under which a QF should stil! qualify for immediate capacity
payments with a replacement ESA despite not receiving a separate capacity payment
under the existing/expiring contract. Under broad PUPRA and Commission guidelines,
the primary question for determining capacity payment eligibility is whether or not the
operation of the QF permits the Company to avoid or deter adding future additional
capacity. See, e.9., Order No. 34200 at 4-5 and Order No. 34295 at 4-5.
20. The 1986 Agreement does not separate energy and capacity components
but, considering that ldaho Power has included the QF's production in its IRP load and
resource balance in the same manner as other QFs, it is ldaho Power's understanding
that a consistent application of the rationale in Order Nos. 32697 ,34200, and 34295 calls
for including capacity payments for the entire term of the replacement contract. More
specifically, because the utility has been relying on the QFs power production for IRP
planning purposes and no significant changes are contemplated in the replacement
contract, the replacement ESA contiains payment for capacity for the entire term of the
replacement contract in line with prior Commission orders.
90/110 Rule and 5-Day Ahead Provision
21. In ldaho, the Commission has determined that the contractual obligation of
a QF under PURPA translates into a commitment to deliver its monthly estimated
production. Order 29632 at20. To maintain eligibility for the firm avoided cost rates, as
opposed to Schedule 86 non-firm avoided cost rates, Qualifying Facilities are to provide
a monthly estimate of the amount of energy they expect to produce, and the delivery of
APPLICATION - 7
committed energy must fall within a 90/110 band for the QF to be entitled to the firm
published avoided cost rate.
22. Consistent with these provisions, the proposed ESA requires that the Seller
provide estimates of net energy and adopted a five-day advanced notice for adjusting
Estimated Net Energy Amounts for purposes of complying with 90/110 firmness
requirements as set forth in paragraphs 6.2 and 7.1. The notification of Net Energy
Amount monthly adjustments described in paragraph 6.2.3 must be provided no later than
5 p.m. Mountiain Standard Time on the 25s day of the month that is prior to the month to
be revised. lf the 256 day of the month falls on a weekend or holiday, then written notice
must be received on the Iast business day prior to the 25h.
23. The Commission has previously apprcved the s€lme five-day advanced
notice revisions to monthly generation estimates in numerous instances, recognizing that
Estimated Net Energy Amounts that are closer to the time of delivery can improve the
accuracy of input used by the Company for short-term operational planning. See, e.9.,
Case Nos. IPC-E-19-01, IPC-E-19-03, IPC-E-19-04, IPC-E-19-07, IPC-E-19-12, IPC-E-
21-05, IPC-E-21-23, IPC-E-21-27, IPC-E-21-28, IPC-E-21-29, IPC-E-21-31, IPC-E-Z2-
03, and IPC-E-22-04. Moreover, the Facility has a long generation history underthe 1986
Agreement, which further reduces the need for a revision to delivery estimates beyond a
five-day advanced notice.
Other Perti nent Provisions
24. The Facility is already interconnected and selling energy to ldaho Power
and the ESA specifies a Scheduled First Energy Date and Scheduled Operation Date for
this Facility of May 1 ,2023. See Appendix B. Articles lV and V of this ESA recognize that
APPLICATION. S
information provided under the previous agreement may stil! be applicable to this
replacement ESA. As specified in the ESA, ldaho Power shall review the previously
provided information and will accept the information as previously submitted, request
updates to that information, and/or require new information to satisfy compliance with the
various requirements for the Seller to be granted a First Energy Date and Operation Date
forthis replacement ESA. ln addition, ldaho Powerwill monitorthe ongoing requirements
through the full term of this ESA.
25. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. A
Schedule 72 Generator lnterconnection Agreement, or "GlA," between the Seller and
ldaho Power is in process but not yet signed. PURPA QF generation must be designated
as a network resource ('DNR") to serve ldaho Powe/s retail load on its system. ln order
for the Facility to maintain its DNR stiatus, there must be a power purchase agreement
associated with its transmission service request in order to maintain compliance with
ldaho Power's non-discriminatory administration of its Open Access Transmission Tariff
('OATT') and maintain compliance with FERC requirements.
26. Article XXI of the ESA provides that it will only become finally effective upon
the Commission's approval of all of the ESA's terms and conditions and declared that all
payments ldaho Power makes to the Seller for purchases of energy will be allowed as
prudently incurred expenses for ratemaking purposes.
IV. MODIFIED PROCEDURE
27. ldaho Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed
under Modified Procedure, i.e., by written submissions rather than by hearing. RP 201,
APPLICATION - 9
ef seg. !f, however, the Commission determines that a technical hearing is required, the
Company strands ready to prepare and present its testimony in such hearing.
28. Because the existing contract will run its full term and expire on April 30,
2023, the Parties request that the Commission set a procedural schedule that would result
in a final Commission determination prior to the expiration of the existing contract.
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
29. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding bhould be sent to the following:
Donovan E. Walker Energy Contracts
Megan Goicoechea Allen ldaho Power Company
IPC Dockets 1221West ldaho Street (83702)
1221\Nest ldaho Street (83702) P.O. Box 70
P.O. Box 70 Boise, ldaho 83707
Boise, ldaho 83707 [e-mail]
[e-mail]
m ooicoecheaa I len@ida hopower. com
dockets@ idahopower.com
VI. REQUEST FOR RELIEF
30. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) accepting or
rejecting the ESA between ldaho Power and the Seller; and, if accepted, (3) declaring
that all payments for purchases of energy under the ESA between ldaho Power and the
Seller be allowed as prudently incurred expenses for ratemaking purposes.
Respectfully submitted this th day of November 2022.
Wffid^r"fi0lo,,l
MEGAN GOICOECHEA ALLEN
Attorney for ldaho Power Company
APPLICATION - 1O
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 9s day of November 2022, ! served a true and
conect copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
Louis Zamora
Twin Falls Canal Company
P.O. Box 326
Twin Falls, ldaho 83303
_Hand Delivered
_U.S. Mail
Overnight Mai!
_FAX
-f,Email [e-mail]
Christy Davenport, Legal Assistant
APPLICATION - 11
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-22-28
IDAHO POWER COMPANY
ATTACHMENT 1
ARTICLE
ENERGY SALESAGREEMENT
BETWEEN
IDAHO POWERCOMPANY
AND
Lower lnwline LLC
TABLEOF CONTENTS
TITLE
Definitions
No Reliance on ldaho Power
Wananties
Conditions to Acceptance of Energr
Term and Operation Date
Purchase and Sale ofNet Enerry
Purchase Price and Method of Payment
Environmental Attri butes
Facility and Interconnection
Metering Metering Communications and SCADA Telemetry
Records
Operations
Indemnifi cation and lnsurance
Force Majeure
Liabiliry; Dedication
Several Obligations
Waiver
Choice of Laws and Venue
Disputes and Default
Govemmental Authorization
Commission Order
Successors and Assigns
Modification
Tanes
Notices and Authorized Agents
Additional Terms and Conditions
Severability
Counterparts
Entire Agreement Signatures
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2
3
4
5
6
7
8
9
l0
ll
t2
t3
t4
l5
l6
t7
18
l9
20
2l
22
23
24
25
26
27
28
29
Appendix A
Appendix B
Appendix C
Appendix D
Appendix E
Appendix F
Appendix G
Generation Scheduling and Reporting
Facility and Point of Delivery
Engineer's Certifi cations
Forms of Liquid Security
Seasonal Hydro Facility Energy Prices
Non-Seasonal Hydro Facility Enerry Prices
Insurance Requirements
ENERGY SALFS AGREEMENT
(Seasonal Hydro Facility l0 arrerage Monthly M\M or Less)
Project Narne: Lowlinc #2Hydro Project
Project Number: 3 I 615 I 26
THIS ENERGY SALES AGREEMENT fAGREEMENT), emtered into on ** A *
d. /. "
2Ez2,oe*.rxo.n Lower Lowline LLC, a non.profit ldalro canal courpany (seller), and
IDAHO FOIVER COMPANY, an ldalro corpordion (Idaho Power), hereinafter sometimes refened to
collectively as'Parties" or individually as "Party."
WITNBSSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifying Facility; and
WHEREAS, Seller wislres to sell, and Idaho Power is requircd to purchase, electric generation
produccd by a PURPA Quli&ing Facility.
THEREFORE, In consideration ofthe mutual covenants and agreernents hercinafter set forttU the
Parties agce as follonn:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached lrcrEton the following terms
shall have the following meanings:
I .l "Adjusted Estimated Net EnersJ Amount" - The Estimated Net Enerry Amomt specified in
paragraph 6.2 irrcluding uy adjustments that have been made in accordance with paragraphs
6.2.2,6.2.3 or 6.2.4.
1.2 "Ag!bgI!Zg!_Ag!" - A person or pesons specified within pragnph 25.2 ofthis Agrcernent as
being authorized and empowered, for and on behalf ofthe Seller, to execute irutnrmenb,
agreements, certificates, and other documents (collectively "Documents') and to take actiors on
1.3
1.4
1.5
l_6
1.7
1.8
1.9
behalf ofthe Seller, and that Idaho Power Company and its directors, of'Iicers, employees, and
agents are entitled to consider and deal with such persons as agents ofthe Seller for all purposes,
until such time as an authorized officer of the Seller shall have delivered to [daho Power
Company a notice in writing stating that such pennn is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
"eommission" - The ldaho Public Utilities Commission.
"eqnlract 'fggl" - The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
"Dg.lelgutg._Period" - One hundred twenty (120) days immediately following the Scheduled
Operation Date.
"Dglay_Dam4ggl" - Current month's Initial Year Monthly Estimated Net Energt Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the cunent
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month's Delay Price.
"Delgy-Peded" - All days past the Scheduled Operation Date until the Seller's Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
"Dg!aaP1!ce"- The cunent month's Mid-Columbia Market Enerry Cost minus the current
month's All Hours Enerry Price as specified in Section 7.6 and Appendix E and F of this
Agreement. If this calculation results in a value less than zero (0), the result ofthis calculation
will be zero (0).
"Desisnated Networ " - A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet ldaho Power's network load.
"Designated Dispatch Facility" - Idaho Power's Load Serving Operations, or any subsequent
group designated by Idaho Power.
2
1.10
I .l I "Effec$ve Date" - The date stated in the opening paragraph of this Energy Sales Agreement
representing the date upon which this Energy Sales Agreement was fully executed by both
Parties.
l.l2 "Environmental Attribute" - Any and all crcdits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Attibutes include but are not limited to: (l) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (COz),
methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering tlre Earth's climate by trapping heat in the atmosphere;r 13) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
paAy at the REC purchaser's discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) ofThe Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (l) MWh of energy. Environmental Attibutes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances assooiated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
I Avoided cmissions may or may not have any value for GHC compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not creato any right to use those
avoided emissions to comply with any GHG regulatory program.
3
1.13
lieu of the investrnent tax credit pursuant to Section 1603 of the Amerioan Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
"Estimated Net Ener&y Am '- The monthly Estimated Net Energr Amount (kWh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
".Egg!!!g" - That electric generation facility described in Appendix B of this Agreement
"Facility Nameplate Ca '- The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
"First Energy Date" - The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
"Forced!:Lt3gg" - A partial or total reduction of a) the Facility's capacity to produce and/or
deliver Net Enerry to the Point of Delivery, or b) Idatro Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility; I )
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a Eansmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within ttre immediate water
source used as the Facility's primary motive force that causes the Facility to reduce energy
production.
"@d_Bates" - Fueled Rates shall apply to Qualif,ing Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
"Generator lnterconneclion Agreemenl (GIA)" - The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power elechical system,
which will include but not be limited to all requirements as specified by Schedule 72.
4
1.14
l.l5
t.16
l.l'1
l.l8
l.l9
r.20
t.2t
1.22
1.23
t.24
1.25
1.26
1.27
1.28
1.29
'Generatlon Un!!" - A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
"Healy Load Hours (HLI'- The daily hours, applioable to enerry deliveries, from hour ending
0700 - 2200 Mountain Time, (16 houn) excluding all hours on all Sundays, New Year's Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
"IledySSgd_ELgEy" - Electric enerry Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreernent.
"lnterconnection Facilities'- All equipment specified in the GIA.
"lnitial Caoacity Dete '- The process by which Idalro Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (M\tr) per month.
"LlghlJ4ed-Hqq5gllQ" - The daily hours from hour ending 2300 - 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year's Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
"b!g!" - The loss of electical energ/ expressed in kilowatt hours (kWh) occuning as a result
of the transformation and transmission of energy between the point where the Facility's energy is
metered and the Facility's Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
"Market Energy Referene " - Eighty-five percent (8570) of the Mid-Columbia Market
Energy Cost.
"Me!gdg!_-Breach" - A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
"@" - The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
"Mid-Columbia Mark '- Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day's Intercontinental Exchange ('ICE') daily firm
5
1.30
l.3 t
Mid-C Peak Avg and Mid-C Otr-Peak Avg index prices. Each day's index prices will
reflect the relative proportions of peak hours and off-peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:
n
.824 * (I {flCE Mid-C Peak Avg * HL hours for day) +
X=1
(CE Mid-C Off-Peak Avg* * LL hours for day)) I (n*24))
where n = number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or baclovard) reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
"Monthly Nameplate Enery" - Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
"Nameolate Capacity'-The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to
6
1.32
the individual machine or device, This value is established for the temr of this Agreement in
Appendix B, item B-l of this Agreement and validated in paragraph 4.1.4 of this Agreement.
1.33 "Llg!_E@I" - All of the electric enerry produced by the Facility, less Station Use and Losses,
exprcssed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energr does not
include Inadvertent Enerry.
1.34 '@Fu91g!-Rat]es,'- Non-Fueled Rates shall apply to Qualifying Facility hojects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
1.35..@''-AsdescribedinCommissionorder32802,ahydrogenerating
Facility that does not qualify as a Seasonal Hydro Facility as defined in paragraph 1.40 of this
Agreement.
1.36 'Qpgg!!q-D49." - The day commencing at 00:01 hours, Mountain Time, following the day that
all requirements of paragraph 5.2 have been completed and after the Seller requested Operation
Date.
1.37 "Psjn!_gf-Qgljygly" - The location specified in the GIA and referenccd in Appendix B, where
Idaho Power's and the Seller's electrical facilities are interconnected and the enerry from this
Facility is delivered to the Idaho Power electrical system.
1.38 "Prudent Ele,ctrical '- Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operale electric equipment lawfully,
safely, dependably, effi ciently and economically.
l.39..@,'or..REe,''.Acertificate,credit,allowance,greentag,orother
transferable indicia, howsoever entitled, indicating generation ofrenewable enerry by the
Facility, and includes all Environmental Attributes arising as a result ofthe generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net EnergSr.
7
1.40
1.41
1.42
1.43
1.44
Seasonal Hydro Facility" - As described in Commission Order 32802, a hy&oelectric generating
Facility that delivers to ldatro Power total Net Energy of at least 55% of its calendar year annual
Net Enerry during the months June, July and Augrst.
"Seasonal Fl)rdro Facili '- Beginning with the first full calendar year
after the Operation Date, each five (5) calendar year consecutive period. lfthe term ofthis
Agreement results in the last period not having a full five (5) calendar years, then the last period
will be equal to the time from the end of the last full five (5) calendar year consecutive period and
the expiration date of this Agreement.
"Scheduled Operalion " - The date specified in Appendix B when Seller anticipates
achieving the Operation Date. The Scheduled Operation Dale provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller's Facility shall achieve
the Operation Date and complete Article V compliance items.
"lghedulc 72" - Idaho Power's TariffNo. l0l, Schedule 72 or its suscessor schedules as
approved by the Commission.
"Sched@f." - Idaho Power's TariffNo. l0l, Schedule 73 or its successor schedules as
approved by the Commission.
"Season" - The three periods identified in paragraph 6.2.1 of this Agreement.
"Secgdly-Dgpgd!" - $45 per kW Nameplate Capacity of the entire Facility.
"Station Use" - Electric enerry that is used to operate equipment that is auxiliary or otherwise
related to the production ofelectricity by the Facility.
"Termination Damages" - Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
Seller lndepcndent lnvestigation - Seller warrants and represents to ldatro Powerthat in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
8
1.45
1.46
1.47
1.48
2.1
))
3.1
3.2
3.3
the advice, cxperience or expertise of Idaho Power in connection with the Eansactions
contemplated by this Agreemenl.
Seller Independent Experts - All professionals or experts that Seller consulted or relied on have
been solely those of Seller.
ARTICLE III: WARRANTIES
No Wanantv by ldaho Power - Any review, acceptance or failure to review Seller's design,
specifications, equipment or facilities shall not be an endorsement or a confirmation by ldaho
Power and Idaho Power makes no warranties, expressed or implied, regarding any aspect of
Seller's design, specifications, equipment or facilities, including, but not limited to, safelr,
durability, reliability, strength, capacity, adequacy or economic feasibility.
Ouali$ine Facility Status - Seller warmnE that the Facility is a "Quali$ing Facility," as that term
is used and defined in l8 C.F.R. 5292.201et seq. and Seller will take such steps as may be
required to maintain the Facility's Qualif,ing Facility status during the term of this Agreement
and Seller's failure to maintain Qualiffing Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility's Qualiffing Facility status and
associated support and compliance documents at any time during the term of this Agreement.
FERC License / Exemption / Determination - Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualiffing conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ('FERC') for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifying conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required !o maintain a valid FERC license,
exemption, or a determination of a qualifting conduit hydropower facility for the Facility during
the term of this Agreement, and Sellefs failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
9
3.4
4.1
Seasonal Hydro Facility Oualifications - Seller warrants that the Facility is a Seasonal Hydro
Facility as that term is defined in paragraph 1.40 of this Agreement. After initial qualification,
Seller will take such steps as may be required to maintain the Seasonal Hydro Facility status
during the full term of this Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
will result in this Facility being reclassified as a Non-Seasonal Hydro Facility for the remaining
Term of this Agreement. Idaho Power neseryes the right to review the Seasonal Hydro Facility
status of this Facility and associated support and compliance documents at any time during the
term of this Agreement.
ARTICLE IV: CONDITIONS TOACCEPTANCEOF ENERGY
First Energv Date - Prior to the Effective Date of this Agreement, this Facility has been delivering
eners/ to ldatro Power in accordance with a Firm Energy Sales Agreement dated September 12,
1986, that expires on April 30,2023, and some of the requirements of this Article are simila to
the requirements of that previous Agreement. Prior to the First Energy Date and as a condition of
Idaho Power's acceptance of deliveries of enerry from the Selter underthis Agreement, Idaho
Power shall review the previously provided information and at Idaho Power's sole discretion may
l) accept the previously provided information as meeting the requirements of this Article or, 2)
require updates to the previously provided information or 3) require the Seller to provide new
information to complete the following requirements.
4.1.1 Licenses. Leases. Permits. Dcterminations.Approvals - Submit proof to Idaho Powerthat
all licenses, Ieases, permits, determinations and approvals necessary for Seller's
operations have been obtained from applicable owners, federal, state or local authorities,
including but not limited to, evidence of compliance with Subpart B, 18 C.F.R. 5292.201
et seq. as a certified Qualifring Facility and evidence of compliance with the eligibility to
be classified as a Seasonal Hydro Facitity as defined in paragraph 1.40 of this Agreement.
4.1.2 Opinion of Counsel - Submit to Idaho Power an opinion letter signed by an attomey
l0
4.1.3
4.1.4
admitted to practice and in good standing in the State of ldaho providing an opinion that
Seller's licenses, permits, determinations and approvals as set forth in paragraph 4. 1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is ofthe opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to Idaho Power and will acknowledge that the attomey rendering
the opinion understands that ldaho Power is relying on said opinion. Idaho Power's
acc€ptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord ofthe
American Bar Association Section of Business Law (1991).
Commission Approval - Confinn with ldaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
Initial Capacity Determination - Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt ofthis information, Idaho Power will
review the provided data and if necessary, rcquest additional data to complete the lnitial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer's Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten (10) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacrty ratings
of the individual Generation Units to be installed at this Facility. Idaho Power
will verifr that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
1l
4.1.5
4.1.6
(10) MW and will determine if the Seller has satisfied the Initial Capacrty
Determination.
4.1.4,2 If the Maximum Capacity or the cumulative manufacture's Nameplate Capacity
Rating ofthe individual Generation Units at this Facility exceeds ten (10) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten (10) average MW in any
month.
Nameplate Capacity - Subrnit to ldaho Power manufactuer's and engineering
documentation that establishes the Nameplate Capacity of each individual Generation
Unit that is included within this entire Facility. The sum of the individual Generation
Unit capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this
datq ldaho Power shall review the provided data and determine ifthe Nameplate
Capacrty specified is reasonable based upon the manufacturer's specified generation
ratings for the specific Generation Units.
Completion Certificate - Submit a certificate executed by an authorizndagent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit(s)
has been completed to enable the Generation Unit to begin testing and deliver Test Energr
in a safe manner.
lnsurance - Submit written proof to ldaho Power of all insurance required in Article XIII.
Interconnection - Provide written confirmation from ldaho Power's business unit that
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
Designated Network Resource (DNR) - Confirm that the Seller's Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller's Facilig must
t2
4.1.7
4.1.8
4.1.9
achieve DNR status pnor to Idaho Power accepting any energ/ from this Facility,
Appendix B item 7 provides informdion on the initial applioation prooess
required to enable ldaho Power to detennine if network transmission capacity is
available for this Facility's Morimum Capacity Amount and/or if ldaho Power
transmission network upgrades will be required. The results of this study prccess
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 At least thirty (30) days prior to the Scheduled First Energy Date and after the
Facility has completed all rcquirements of the GIA that enable the Facility to
come online, Idaho Power will complete the process for getting the Seller's
Facility approved as an ldalrc Power DNR. If the Seller estimates that the actual
First Enerry is expected to be different then the Scheduled First Energr Date
specified in Appendix B of this Agrement, the Seller must noti$ Idaho Power
ofthis revised date no luerthan 30 days priorto Scheduled First Energr Date.
The Facility cannot deliver any enerry to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
4.1.10 Written Acceptance - Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of enerry have been fulfilled. Such written confirmation shall be
provided within a commercially reasonablc time following thc Seller's request and will
not be unreasonably withheld by Idaho Power.
13
5.1
5.2
ARTICLE V: TERM AND OPERATION DATE
Term - Subject to the provisions of paragraph 5.2 below, this Agreement shall beoome effective on
the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation Date is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
Operation Date - Prior to the Effective Date of this Agreement this Facility has been delivering
enerry to Idaho Power in accordance with a Firm Enerry Sales Agreement dated September 12,
1986, that expires on April 30,2023, and some of the requirements of this Article are very similar
to the requirements of that previous Agreement. Idaho Power shall review the previously provided
information and at Idaho Power's sole discretion may I ) accept the previously provided information
as meeting the requirements of this Article or, 2) requirc updates to the previously provided
information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur onty
after the Facility has achieved all of the following:
5.2.1 The Facility is online and delivering electricity to ldaho Power at the Point of Delivery.
5.2.2 Seller has demonstrated to ldaho Powefs satisfaction that all mechanical and electical
testing has been completed satisfactorily and the Facility is able to provide enerry in a
consistent, reliable and safe manner.
5.2.3 Ensineer's Certifications - Submit an executed Enginee/s Certification of Design&
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will be in
the form specified in Appendix C but may be modified to the extent necessary to recognize
the different engineering disciplines providing the certificates.
5.2.4 Seller has requested an Operation Date from ldaho Power in a written format.
5.2.5 Seller has received written confirmation from ldaho Power of the Operation Date.
l4
5.3
5.4
5.5
5.6
5.7
5.8
Opcration Date Delay - Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the requirrd deposit
payments set forth in the Facility's GIA) that are not caused by ldaho Power or Force Majeurc
evenls accepted by both Pafties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agrrement.
Termination - If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. If Seller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
Delay Damages Billine and Payment - Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within fifteen (15) days after the end of each month or within 30
days of the date this Agreement is terminated by Idaho Power.
Termination Damages Billing and Payment - Idatro Power shall calculate and submit !o the Seller
any Termination Damages due Idaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall rcspond within 15 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
Seller Payment - Seller shall pay ldaho Power any calculated Delay or Termination Damages within
15 days fircm when ldaho Power presents these final adjusted billings to the Seller. Final adjusted
billing being the original billing adjusted to reflect any mutually agreed to changes from the original
billing. Seller's failure to pay these damages within the specified time will be a Material Breach
of this Agreement and Idaho Power shall draw funds from the Security Deposit provided by the
Seller in an amount equal !o the calculated damages.
Securit:v Deposit - Within thirty (30) days of the date of a final non-appealable Commission Order
approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
l5
6.1
6.2
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
In accordance with Commission Order No.32697 E(l)(8), this Adcle 5.8 shall not be required in
situations where the parties are entering into a new Energl Sales Agreement ('ESA") for an
existing Qualifying Facility (*QF") project already in commercial operation so long as the new
ESA is between the same parties and there are no material modifications to the existing QF project.
5.8.1 Security Deposit Release - Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its O,peration Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination
Damages have been paid in full to Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
Net Energy Purchase and Delivery - Except when eitherParty's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all of the Net Enerry to ldatro Power at the
Point of Delivery. All Inadvertent Enerry produced by the Facility will also be delivered by the
Seller to ldaho Power at the Point of Delivery. At no time within any hour will the Seller's Facility
generation deliveries to ldaho Power exceed the Maximum Capacrry Amount specified in
Appendix B.
Estimated Net Enerqy Amounts - Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Enerry Amounts
provided during the term of this Agreement shall exceed len (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by Idaho Power. If the electronic portal is not
available, Seller will provide Estimated Net Energy Amounts to Idaho Power via email or alternate
methods as specified by Idaho Power.
l6
6.2.1 Monthly Estimated Net EnerEr Amounts provided as of the Effcctive Date of this
Apreement:
Month kWh
Season I
1,000
3fi,000
I,516,000
March
April
May
Season 2
July
August
November
December
June
September
October
Janury
February
1,790,0(x)
1,690,000
1,580,000
1,4(x),000
743,000
0
0
0
0
6.2.2
6.2.3
Season 3
Seller's Adjusunent of Estimated Net EnerEy Amounts - Prior to the Operation Date, the
Seller may revise all of the previously provided monthly Estimated Net Energy Amounts.
This revision must be submitted using the electronic portal provided by Idaho Power if
available. If portal is not available, then written notice must be provided to Idaho Power
by elccfonic notice (electronic mail) as agreed to by both parties.
Seller's Adjustment of Estimated Net Energy Amounts After thc Operation Date - After
the Operation Date, the Seller may rcvise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
256 day of the month that is prior to the month to be revised. If the 25e day of the month
falls on a weekend or holiday, then Idaho Power must receive the revision no later than the
last business day prior to the 256 day of the month. For example, if the Seller would like
to rpvise the Estimated Net Enerry Amount for October, they would need to submit a
revised schedule no later than September 256 or the last business day prior to September
25'A.
l7
6.2.4
a.) This revision must be submitted using the electronic portal provided by Idatro
Power if available. If portal is not availablg then written notice must be provided
to ldaho Power by electronic notice (electronic mail) as agreed to by both parties.
b.) If the Seller does not update the electronic portal or fails to provide timely written
notice of changes to the Estimaled Net Energr Amounts, it will be deemed to be
an election of no change from the most recently provided monthly Estimated Net
Energy Amounts. Idatro Power is unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time that ldaho Power receives the
requested change is after the deadline.
ldaho Power Adjustment of Monthly Estimated Net Enerev Amounts - If Idaho Power is
excused from accepting the Seller's Net Enerry as specified in paragraph 12.2.1 or ifthe
Seller declares a Suspension of Enerry Deliveries as specified in paragraph 12.3.1 and the
Seller's declared Suspension of Enerry Deliveries is accepted by Idaho Power, the monthly
estimated Net Enerry amount as specified in paragraph 6.2 for the specific month in which
the reduction or suspension under paragraph 12.2.1or 12.3.1 occurs will be temporarily
reduced in accordance with the following and only for the actual month in which the event
occurred:
NEA = Current Month's Estimated Net Energy Amount (Paragraph 6.2)
SGU a.) If ldaho Power is excused from accepting the Seller's Net
Energy as specified in paragraph 12.2.1 this value will be
equal to the percentage of curtailment as specified by lddo
Power multiplied by the TGU as defined below.
b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of
the individual Generation Units size ratings as specified in
Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension ofEnergy
Deliveries.
l8
TGU = Sum of all of the individual generator ratings of the Generation
Unis at this Facility as specified in Appendix B ofthis
agreement.
Actual houn the Facility's Net Enerry deliveries were either= reduced or suspended under paragraph 12,2.1 or 12.3.1
= Actud total hours in the cunent month
Resulting formula being
RSH
TH
Adjusted
ili?:"il = NEA
Amount
SGU
TGU x NEA((
6.3
7.t
This Adjusted Estimated Net Energr Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting
the Seller's Net Energy or the Seller declared a Suspension of Energr Deliveries.
Failure to Deliver Minimum Amounts of Net Enerqy - Unless excused by an event of Force
Majeure or Idaho Power's inability to accept Net Enerry, Seller's failure to deliverNet Enerry in
any Confact Year in an amount equal to at least ten percent (107o) of the swn of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
Surplus Enerqy - (l) Net Enerry produced by the Seller's Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6-2, or (2) if the Net Energy produced by the Seller's Facility and delivered to the
Idaho Power electrical systEm during the month is less than ninety percent (90%) of the monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
then all Net Enerry delivered by the Facility to the ldaho Power electrical system for that given
l9
7.2
7.3
7.4
7.5
7.6
7.7
month, or (3) all Net Energl produccd by the Seller's Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
Surplus Energy Price - For all Surplus Enerry, Idaho Power shall pay to the Seller the current
month's Market Enerry Reference Price or the applicable All Hours Enerry Price, whichever is
lower.
Base Enere:y - The Net Energl produced by the Seller's Facility and delivered to the Idaho
Power electrical system after the Facility has achieved an Operation Date which is greater or
equal to ninety percent (90%) and less than or equal to one hundred ten percent (l l0%) of the
monthly Adjusted Estimated Net Energy Amount for the coresponding month specified in
paragraph 6.2.
Base Energy Heavy Load Purchase Price - For all hourly Base Enerry received during Heavy Load
Hours, Idaho Power will pay the monthly non-levelized Base Energr Heavy Load Purchase Price
as specified in Appendix E or F.
Base Energy Light Load Purchase Price - For all hourly Base Energy received during Light Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E or F.
All Hours Enerqv Price - The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E or F.
lnadvertenl Enerpy -
7.7.1 Inadvertent Energy is electric enerry produced by the Facility, expressed in kWh,
which the Seller delivers to Idaho Power at the Point of Delivery that
a.) exceeds ten thousand (10,000) kW multiplied by the hours in the specific month in
which the energy was delivered. (For example, January contains 744hours.744
houts times 10,000 kW = 7,440,000 kwh. Energr delivered in January in excess of
7,440,000 kWh in this example would be Inadvertent Energr.) or
b.) exceeds the Maximum Capacity Amount (in kW) in any hour.
20
7.8
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
ten (10) average MW monthly and therefore does not intend to generate and deliver
Inadvertent Energy, Idaho Power will accept Inadvertent Enerry but will not
purchase or pay for Inadvertent Enerry.
7.7.3 Delivering Inadvertent Energr to ldaho Power for two (2) consecutive months and/or
in any three (3) months dwing a Contract Year will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occuned.
Seasonal l{ydro Facility elieibility - If the Facility fails to satisfy the Seasonal Hydro Facility
Qualifications specified in paragraph 3.4, this Facility shall be reclassified as a Non-Seasonal
Hydro Facility for the remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.8.1 Annual eligibilit), audis - On or before February l5th of the year following the fint full
calendar year after the Operations Date and for every calendar year thereafter, ldaho Power
will divide the total Net Energy received from the Facility for the months of June, July,
and August by the total Net Enerry received for the previous calendar year to establish a
percentage of energy deliveries for the months of June, July and August. Any reduction in
enerry deliveries due to Forced Outages, planned or unplanned maintenance, Force
majeure or any other reduction in energy deliveries will result in reduction of both the
numerator and the denominator in this calculation, therefore no adjustment to this
calculation is required for these events.
7.8.1.I If this percentage is greater than or equal to fifty-five percent (55%) it will be
deemed that the Facility has met the requirements to be classified as a Seasonal
Hydro Facility for that previous calendar year.
7.8.1.2 If this percentage is less than fifty-five percent (55o/o),Idaho Power will provide
notification to the project of the Facility's failure to meet the Seasonal Hydro
Facility requirements for the previous calendar year and the monthly energy
2t
7.9
7.to
payments for that previous calendar year will be recalculated to reflect the Non-
Seasonal Hydro Facility energy prices as contained within Appendix F of this
Agreement. Any overpayments will be collected from the Facility in equal
monthly payments over the remaining months of the current calendar year. If the
Facility fails to meet the Seasonal Hydro Facility requirements for the second to
last calendar year of the Contract Term, then the monthly energy payments for ttrc
remaining term of the contract will be priced according to the Non-Seasonal Hydro
Facility Enerry Prices specified in Appendix F.
7.8.1.3 If the Facility fails to achieve this percentage of fifty-five percent (557o) for at least
three (3) calendar years during any Seasonal Hydro Facility Eligibility Test Period
the Facility will be reclassified as a Non-Seasonal Hydro Facility for the remaining
term of this Agreement and the Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F will replace the Seasonal Hydro Facility Enerry Prices
specified in Appendix E for use in all calculations in this Agreement for the
remaining term of the Agreement.
Payments - Undisputed Base Enerry and Surplus Energr payments, less any payments due to ldaho
Power will be disbursed to the Seller within thirty (30) days of the date which ldaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Enerry actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could h ACH ("Automated Clearing House"), electronic, wire, paper checks.
Continuine Jurisdiction of the Commission - This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with ldaho
Power Company v. Idaho Public Utilities Commission and Aflon Enerev. lnc., 107 ldaho 781,693
P.2d 427 (1984), ldaho Power Comnany v. ldaho Public Utilities Commission,l0T ldaho 1122,
695 P.2d I 261 (1985), Afton Enerqv. lnc. v. ldaho Power Company, I I I Idaho 925,729P-2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. 9292.303-
30E.
22
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
Renewable Enerry Certificates as defined within this Agreement and directly associated with the
production of energy from thc Seller's Facility are owned by the Seller.
9.1
ARTICLE IX: FACILITY AND INTERCONNECTION
Design of Facility - Seller will design, construct, install, own, operate and maintain the Facility and
any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and delivery
ofNet Enerry and Inadvertent Energy to the ldaho Power Point of Delivery forthe full term of the
Agreement in accordance with the GIA.
ARTICLEX:
METERING. METERINC COMMUNICATIONS AND SCADA TELEMETRY
l0.l Metering - Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the elechical energy production from the Facility. The metering equipment will be
capable of measuring, recording retrieving and reporting the Facility's hourly gross electrical
energy production, Station Use, maximum enerry deliveries (kW) and any other electricity
measurements at the Point of Delivery that ldaho Power needs to administer this Agreement and
integrate this Facility's electricity delivered to the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in
the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 andthe GIA.
10.2 Metering Communications - Seller shall, at the Seller's sole initial and ongoing expense, arange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the rnetering data specified in paragraph 10.I to Idaho Power in a frequency, manner
and form acceptable to ldaho Power, Seller shall grant Idaho Power sole control and use ofthis
dedicated metering communications equipment. Specific details and requirements for this metering
23
communications equipment will be established in the GIA prooess and documented in the CIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetrv - In addition to fte requirernents
of paragraph l0.l and 10.2, Idatro Power may require telemetry equipment and
telecommunications which witl be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Enerry production in
a form acceptable to ldaho Power. Seller shall grant ldaho Power sole control and use ofthis
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the G[A. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
I l.l
11.2
12 .l
12.2
ARTICLE XI. RECORDS
Maintenance of Records - Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum howly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period of not less than five (5) years.
Inspection - Either Party, after reasonable notice to the other Party, shall have the right during
normal business hours, to inspect and audit any or all records pertaining to the Seller's Facility
generation, Net Enerry, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Selle/s Facility.
ARTICLE XII: OPERATIONS
Communications - Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power's Designated Dispatch Facility in accordance with the GIA.
Acceptance of Enerqy -
12.2.1 ldaho Power shall be excused from accepting and paying for Net Energy or accepting
24
Inadvertent Enerry which would have otherwise been produced by the Facility and
delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are intemrpted due an event of Force Majeure or
Forced Out4ge.
b.) If intenuption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and l8 C.F.R. 5292.304
c.) If temporary disconnection and/or intenuption of enerry deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If ldaho Power determines that curtailment, intenuption or rcduction of
Net Energy or Inadvertent Enerry deliveries is necessary because of line
construction, electricat system maintenance requirements, emergencies,
electrical systern operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 lf, in the reasonable opinion of Idaho Power, Sellet's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power's transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller's failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 lf ldaho Power is unable to accept the generation from this Facility and is not excused fiom
accepting the Facility's generation, Idaho Power's damages shall be limited to only the
value of the estimated electricity that Idatro Power was unable to accept valued at the
25
applicable enerry prices specified in this Agreement. Idatro Power will have no
responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
12.3 Seller Declared Suspension of Enerey Deliveries
12.3.1 If the Seller's Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Enerry (kW) to Idaho Power from the
Facility to not exceed the reduced eners/ deliveries (kW) stated by the Seller in the initial
declaration for a period ofnot less than forty-eight (48) hours ("Declared Suspension of
Enerry Deliveries"). The Seller's Declared Suspension of Enerry Deliveries will begin at
the start of the next full hour following the Seller's telephone notification as specified in
paragraph 12.3.2 and will continue for the time as specified in the written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Energr
occurred, the Estimated Net Enerry Amount will be adjusted as specifred in paragraph
6.2.3.
12.3.2 lf the Seller desires to initiate a Declared Suspension of Enerry Deliveries as provided in
paragraph 12.3.1, the Seller will notifr the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty-four (24) hours after the telephone contact, provide ldaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
enerry deliveries to Idaho Power for the duration of the Declared Suspension of Enerry
Delivery event (not less than 48 houn). Idatro Power will review the documentation
provided by the Seller to determine Idatro Power's acceptance of the described Forced
26
Outage as quali$ing for a Declared Suspension of Enerry Deliveries as specified in
paragraph 12.3.1. Idatro Power's acceptance ofthe Seller's Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adcquate prevcntative maintenance of the Seller's Facility.
12.4 Scheduled Maintenance - On or before January 31il of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and ldaho Power and Seller shall mutually egree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time ev€ry yeax,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller's timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller's prefened schedule.
12.5 ldaho Power Maintenance lnformation - Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information with regard to ldaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment - Idaho Power will make a reasonable attempt to contact the Seller
prior to intemrpting the interconnection or curtailing deliveries from the Seller's Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical
system, and/or unplanned events, Idatro Power may not be able to provide notice to the Seller prior
to interruptiorl curtailment, or reduction of electrical energy deliveries to ldaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
l3.l lndemnification - Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, and employees against all loss, damage, expense and liability to third persons for injury to
or death of person or injury to property, proximately caused by the indemnifying Party's, (a)
27
construction, ownership, operation or maintenance oe or by failure of, any of such Party's wotts
or facilities used in connection with this Agreement, or (b) negligent or intentional acts, enors or
omissions. The indemnif,ing Pafi shall, on the other Parg's request, defend any suit asserting a
claim covered by this indemnity. The indemnifying Party shall pay all documented costs, including
reasonable attorney fees that may be incuned by the other Party in enforcing this indemnity.
13.2 Insurance - Duringthe term ofthis Agreement, Seller shall secure and continuously carry insurance
as specified in Appendix G.
ARTICLE XIV: FORCE MAJEURE
l4.l Force Majeure - As used in this Agreement, "Force Majeure" or "an event of Force Majeure" means
any cause beyond the control ofthe Seller or ofldaho Power which, despite the exercise ofdue
diligence, such Party is unable to prevent or overcome. Force Majeure includes, but is not limited
to, acts of God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor disturbances,
earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation occurring after
the effective date, which, by the exercise ofreasonable foresight such party could not reasonably
have been expected to avoid and by the exercise ofdue diligence, it shall be unable to overcome.
Fluctuations and/or changes ofthe motive force and/or the fuel supply are not events ofForce
Majeure. If either Party is rendered wholly or in part unable to perform its obligations under this
Agreement because of an event of Force Majeure, both Parties shall be excused from whatever
performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
@ The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
28
Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result ofsuch occurrignce.
ARTICLE XV: LIABILITY: DEDICATION
l5.l Limiation of Liability. Nothing in this Agreement shall be construed to cr€ate any duty to, any
standard of care with reference to, or any liability to any person not a Parly to this Agreement.
Neither party shall be liable to the other for any indirecL special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication. No undertaking by one Party to the other under any provision of this Agreement shall
constitute the dedication ofthat Party's system or any portion thereofto the Party or the public or
affect the status ofldaho Power as an independent public utility corporation or Seller as an
independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
l6.l Several Obligations - Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities ofthe Parties are intended to be several and notjoint or
collective. Nothing contained in this Agreement shall be construed to create an association, tTust,
parhership or joint venture or impose a trust or partnership duty, obligation or liability on or with
regard to either Party. Each Party shall be individually and severally liable for its own obligations
under this Agreement.
ARTICLE XMI: WAIVER
17.l Waiver - Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent default or other matter.
29
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 State of ldaho Laws - This Agreement shall be construed and interpreted in accordance with the
laws of the State of Idaho without reference to its choice of law provisions.
18.2 Venue - For any litigation arising out of or related to this Agreement will lie in the District Court
of the Fourth Judicial District of ldaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
l9.l Disoutes - All disputes related to or arising under this Agreement, including but not limited to, the
interpretation of the terms and conditions of this Agreement will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults - If either Parly fails to perform any of the terms or conditions of this
Agreement (an "event of default'), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifuing the manner in which such default
occuned. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within acommercially reasonable time but not
within such sixty (60) day period and then fails to diligently pumue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches - The notice and cure provisions in paragraph 1 9.2. I do not apply !o
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence ofthe breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cune, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
30
19.3
20.1
Ooeration Date Reguirements - Prior to the Operation Date and thereafter for the full term of this
Agreement Seller will provide Idaho Power with the following:
19.3.1 Insurance - Evidence of compliance with the provisions of Appendix G. If Seller fails
to comply, such failure will be a Material Breach.
19.3.2 Engineer's Certifications - Every three (3) years after the Opoation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be fiom a
Registered Professional Engineer licensed in the State of Idaho. Seller's failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / LeaseV Permits / Determinations - During the full term of this Agreement,
Seller shall maintain compliance with a[ leases, permits, licenses and determinations
described in par4graph 4.1.1 of this Agreement. In additioru Seller will supply Idaho
Power with copies of any new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4. I .l . If at any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragaph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may only be
cured by Seller submitting to Idaho Power evidence of compliance from the permitting
agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
3l
ARTICLE XXI : COMMISSION ORDER
2l.l Commission Order - Idaho Power shall file this Agreement for its acceptanc€ or rejection by the
Commission. This Agreement shall only become finally effective upon the Commission's approval
of all terms and provisions hereof without change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
22.1
ARTICLE XXI: SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and inure to the benefit ofthe respective suocessors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
hereunder may be assigned, in whole or in part, by operation of law or othenrise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which ldaho Power may consolidate, merge, convey ortransfer substantially all ofits electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to all of Idaho Power's rights, obligations and interests under this Agreement. Any
purported assignment in derogation ofthe foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights flom exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
23.1
ARTICLE XXIII: MODIFICATION
The Seller will promptly notify Idaho Power if they are intending to modify the Facility prior to
initiating the modification design, specificatioq purchasing and construction process. Any
modifications to the Facility, including but not limited to the generator or turbine, that (l )
increases or decreases the Facility Nameplate Capacity, or (2) changes the Qualiffing Facility
Category, or (3) changes the Primary Energy Source or (4) changes to the generator fuel and
subsequently the Fueled Rate or Non-Fueled Rate, will require a review ofthe Agreement terms,
32
conditions and pricing and tdatro Power, at its sole determinatioru may adjust the pricing or
terminate the Agreement. If the Agreement is terminated because of said modifications, the Seller
will be resputsible for any Termination Damages. No modification to this Agreement shall be
valid unless it is in writing and sigred by both Parties and subsequently approved by the
Commission
ARTICLEXXIV: TAXES
24.1 Each Party shall pay before delinque,ncy all ta,xes and other govemmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or lhe Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Noticcs - All written notices under this Agreement shall be directed as follows and shall be
considered delivered when fored, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage pr€pat( as follows:
To Seller:
Original documentto:
Louis Zamora
Twin Falls Canal Company
P.O Box 326
Twin Falls,Idaho 83303
lzamoratDr anal.com
To Idaho Power:
Original document to:
Vice President, Power Supply
Idaho Power Company
PtO Box 70
Boise, Idatp 83707
[e-mail]
Copy of document to:
Cogeneration and Small Power hoduction
Idaho Power Company
PO Box 70
Boise, Idaho 83707
enerryconf acts@i clghopswer. com
33
Either Party may change the contact pe6on and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 AuthorizedAeent(s)
Name Title
Jay Barlogi Manager
Louls Zamora Agent
The Seller may modify the Authorized Agents by requesting and completing an Authorized
Agent form provided by Idatro Power. This document will include the requested changes and
require signature(s) from an authorized party ofthe Seller.
ARTICLE XXVI: ADDTTIONAL TERMS AND CONDITIONS
26.1 Equal Employment. Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of 3E U.S.C. S 4212, Executive Order I 1246,as amende{ and any subsequent
executive orders or other laws or regulations relating to equal opporhrnity for employment on
govemment contracts. To the extent this Agreement is covered by Executive Order I l246,the
Equal Opportunity Clauses contained in 4l C.F.R. $60-1.4, 41 C.F.R. $60-250.5, and 4l C.F.R.
$60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
34
b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adcquate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or tansmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller's obligations
to pay Delay and Termination Damages associated with the project's failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this Agreement is not
relieved by final interponnection or transmission costs, prooesscs or schedules.
c) Provide acceptable and verifiable evidence to Idatro Power that demonstrdes the Facility
is eligible forthe published avoided co6ts requested by the Seller and conained within
this Agreement. Commission Order No. 34350 elfective June l, 2019, pmvides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal Hydro
Facilities, Other Facilities, Solar Facilities, and Wind Facilities. Commission frer No.
32697 provides for full capacity payments for existing projects that have requested
replacement contacts after their existing contact expires.
35
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A - Generation Scheduling and Reporting
Appendix B - Facility and Point of Dclivery
AppsndixC - Engineer'sCertifications
Appendix D - Forms of Liquid Security
Appendix E - Seasonal Hydro Facility Enerry Prices
Appendix F - Non-Seasonal Hydro Facility Energy Prices
AppendixG - InsuranoeRequiremerts
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceabilrty of any other terms or provisions and this Agreement shall be construed
in all other respects as ifthe invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
?,E,l This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original but all of which together shall constitute one and the same instnrment.
36
ARTICLE )fiIX: ENTIRE AGREEMEhIT
29.1 This Agreemcnt comtitucs the entirc Agrccment of the Partics conccming thc subject mattcr
hercof and spersdes all pior or ontcnrpomneous oral or wtitten agrcemcnts belrueen thc
Parties conceming thc subiect mancr hcroof.
lN WITNESS WHEREOF, Ttrc Partics heneto hsve carccd this Agrecnrcnt to bc anecutcd
in their rcspGctive namcs on thc dltcs ret forth bclow:
ldaho PowerCompany LOWERLOWLINE LLC
ByBy
Datcd
RyrnAdelmar
Vicc hcrident, Fowcr Supply
*ldCro Fot[ct"
Ihrd
Jay Bdogr
Mrmger
"Sclkr'
37
APPB}IDIXA
A -I MONTHLY POWER PRODUCTION AND SWITCHING REP1ORT
At the end of each montlL the power production and switching report will be emailed to:
[e-mail]
If email is not available, then the report can be mailed to:
Idatro Power Company
Cogeneration and Small Power Production Reporb
C/O Financial Accounting
l22l W.Idalp
Boise, Idaho 83702
The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility's total encrry production and Station Usage delivered to Idaho Power and the
ma:rimum generated enerry (kW) as recorded on the metering equipment and/or any other required
enerry measusments to adequately administer this Agreement. This docmrcnt shall be the document to
enable Idaho Power to begin the anergr payment calculation and payment process. The meter readings
on this report may not be used to calculate the astual payment, but instead will be a check of the
automated meter r€ading information that will be gathered as described in item A-2 below:
38
Project Name
Address
City
Meter Number:
End of Month kWh MeterReeding:
Beginning of Month klYh Meter:
Difference:
Times Meter Constant:
kWh for the Month:
Metered Demand:
Breaker Opening Record
Dete Time Meter
* Breaker Onenins Reason Codes
1 Lack of Adequate Prime Mover2 Forced Outage of X'acility3 Disturbancc of IPCo System
4 Scheduled Maintenance5 Testing of Protection Systems
6 Cause Unknown7 Other @rplein)
Idaho Power Compeny
Cogeneration and Small Power Production
IYTONTIILY POWER PRODUCTION AND SWITCHING REPIORT
Month Year
Project
Phone Number:
State zip
Facittty
0utout
Stetion
Usase
Metered
Muimum
kw
Net Generrtion
Breaker Closing Rscord
Date Time Meter
I hereby certi$ thrt the above meter rcadings
are true and correct as of Midnight on the last dey
of the rbove month and that the switching record is
accurate and complete as required by thc Energr
Sales Agreement to which I am e Party.
Signature
Reason
39
Date
A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemety equipment and prooesses to collect
the meter reading information from the Idaho Power provided metering equipment that measur€s the Net
Enerry and enerry delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day ofthe month.
The meter information collected will include but not be limited to eners/ pncductio4 Station Use, the
ma:<imum generated power (k\[r) and any other required enerry measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller's Contact Information
Project Marngemcnt
Name: Louis Zamora
Cell Phone: [phone]E51
24-Hour Proiect Oncratiorul Contact
Name: Louis Zamora
Cell Phone: 208-73 l-6851
40
APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: Lowline #2Hydro Project
Project Number: 31615126
B.I DESCRIMON OF FACILITY
The Lowline #2 Hydro Project ("Project") executed a 35-year Firm Energy Sales Agreement on
Septunber 12,19E6. The project started delivering energy to ldaho Power in April of 1988. The
1986 agreement expires on April 30,2023.
The Lowline #2 hydro facility is located on the Snake River, near Twin Falls, Idatro. The project
includes the installation of a single 2790 kW vertical Kaplan tr:rbine generating unit.
Facility Nameplate Capacity: 2?90 kW
Quali$ing Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energl Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled
8.2 LOCATION OF FACILIry
Near: Twin Falls, Idaho
Actual or nearest physical street address: SW Quarter of Section 8, Township l1 SouttU Range l8
East, Boise Meridian, Twin Falls County, Idaho
GPS Coordinates: Latitude Decimal Degrees 42.477323
LongitudeDecimalDegrees -114.379623
State: ldaho County: Twin Falls
Description oflnterconnection Location: Project is already interconnected at powerhouse.
B-3 SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
Since this Facility is interconnected and already delivering energy to Idaho Power in accordance
with a Firm Energy Sales Agreement that will expire at hour ending 2400 on April 30, 2023,itis
expected that the First Energy Date and the Operation Date for this Agreement shall both occur at
the same time. Both the Scheduled First Energy Date and the Scheduled Operation Date will be at
00:01 AM on May 1,2023, provided that the Commission approves the replacement Agreement
and the Seller completes all of the Article IV and Article V requirements prior to April30,2023.
4t
B-4
B-5
B-6
B-7
MAXIMUM CAPACIry AMOUNT:
The Ma:<imum Capacity Amount is 2790 kW which is consistent with the value provided by the
Seller to Idaho Power in accordance with the GIA. This value is the maximum generation (kW)
that potentially could be delivered by the Seller's Facility to the Idaho Power electrical system at
any moment in time.
POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility enerry is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Ageement.
LOSSES
If the ldaho Power metering equipment is capable of measuring the energr deliveries by the Seller
to the ldaho Power electrical system at the Point of Delivery, no Losses will be calculated for this
Facility. Ifthe Idaho Power metering equipment is unable to measure the enerry deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at one
and ten one hundredttu percent (1.10%) of the kWh electricity production recorded on the Facility
generation metering equipment. If at any time during the term of this Agreement, ldaho Power
determines that the loss calculation needs to be revised due to a change in the electrical equipment
or some other factor, then Idaho Power may adjust the calculation and retroactively adjust the
previous month's kWh loss calculations.
DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an ldaho Power DNR pursuant to an existing Firm Energy Sales Agreement. Ifthis
Agreement is l) executed and approved by the Commission and 2) a GIA has been executed by
both parties and 3) the Seller is in compliance with all requirements ofthat GIA.
Idatro Power cannot accept or pay for generation from this Facility ifthe Facility has not achieved
the status of being an ldaho Power DNR. Federal Energy Regulatory Commission ("FERC")
42
rules require ldatro Power to prepare and submit the application to achieve DNR status for this
Facility. Because much of the information Idatro Power needs to pr€pare the DNR application is
specific to the Seller's Facility, Idaho Power's ability to file the DNR application in atimely manner
is contingent upon timely receipt ofthe required information fiom the Seller. Priorto Idaho Power
beginning the process to enable ldatro Power to submit a request for DNR status for this Facility,
the Seller shall have l) filed a Generation Interconnection application,2) submitted all information
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idaho Power with confirmation of the Sellcr's intent to complete this
Agreement in a timely manner. Seller's failure to provide complete and accurate information in a
timely manner can sigrrificantly impact Idaho Power's ability and cost to attain the DNR
desigrration for the Seller's Facility and the Seller shall bear the costs ofany ofthese delays that
are a rcsult of any action or inaction by the Seller.
43
APPENDIXC
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned on behalf of himself/herself and
hereinafter collOctively refened to as "Engineer," hereby states and certifies to the Seller as
follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State ofldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter rcfered to as the "Agreement,"
between ldaho 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 ldaho Power Company Facility No.
refened to as the nProject.n
and is hereinafter
4.ThattheProject,whichiscommonlyknownasthe-hoject,islocatedin
Section _ Township _ Range _, Boise Meridian, County, Idaho.
5. That Engineer recognizes that the Agreement provides for tbe Project to furnish electrical enerry
to Idaho Power for a _ year period.
6. ThatEngineerhas substantial experience inthedesign,constructionandoperation ofelectric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review ofthe Policy for Operation and
Maintenance ('O&M') for this Project and it is his professional opinion that, said Project has been
desigred and built to appropriate standards, and adherence to said O&M Policy will result in the Projecfs
producing at or near the design electrical o$puq efficiency and plant factor for the full Contact Term of
yea$.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement is
44
relying m Engfrrecds rcprcsorffims ad opinf,os ooffihcd in tris Stahmrot
10. Thd Eqgiffi cerdffsc thd tb abwo sEhGoB arc co@plet!, truc md apcurab to the bc$ of
his/hor knorlodgp odfrsnforc $ts hb/hcr hd md soal bslow.
By
(P.E sffip)
Drtr
45
and
APPENDIXC
ENGINEER'S CERTIFICATION
OF
ONGOTNG OPERATIONS AND MAINTENANCE
The undersigned on behalf of himself/herself
hercinafrer collectively referred to as "Engineer," hereby states and
certifies to the Seller as follows:
l. Ttrat Engineer is a Licensed Professional Engineer in good standing in the State of tdaho.
2. That Engineer has reviewed the Enerry Sales Agreement, hereafter referred to as the "Agreement"
between Idaho Power as Buyer, and asi Seller, dated
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No.and hereinaft er referred
to as the "Projecf'.
4. That tlte Project, which is commonly known as the is localed in
Seotion _ Township _ Range , Boise Meridiffi, _ County, Idatro.
5. That Engineer recognizc that the Agreement provides for the Project to furnish electrioal enerry
to Idatro Power for a_ year period.
6. That Engineer has substantial experience in the design, construction and operation of eleotic power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Desigrr Engineer of this Project.
46
8. That Engineer has made a physical inspection of said Project, its operdions and maintenance
records since the last previous cortified inspection. The Engineer cettifies, based on the hoject's
appearance and the information provided by the Project, that the Project's ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer's professional opinion that if adhercnce to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, effioiency and plant factor for the remaining
_ years of tlre Agreement.
9. That Engineer recogrizes that ldaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer's representations and opinions containcd in this Statement.
10. That Engineer certifies that the above statements arc complete, tue and accurate to the best of
hiVher knowledge and therefore sets hiVher hand and seal below.
By
(P.E. Stamp)
Date
47
APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTTON ADEQUACY
The undersigned on behalf of himself/herself and
_ hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
l. That Engineer is a Licensed Professional Engineer in good standing in the State of ldaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agreemenf', between ldatro Power as Buyer, and as Seller, dated
3.That the cogeneration or small power production project which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No _ and
is hereinafter referred to as the uProject'.
4. That the Project" which is commonly known as the is located in
Section-Township-Range,BoiseMeridiil,-County,Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to fumish electrical
energy to Idaho Power for a year poiod.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover cionveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
48
applicable codes ad consisteut with Prudent Eleotical Practices as that term is described in the Ageement
10. Thaf ttre desigr and constnrction of the Project is such tbat with rcasonable and pnrdent
operation and maintenance practioes by Seller, fte Project is capable of performing in accordance with the
terms of the Agreement ud with Pnrdent Electical Practices for a_ year period.
11. That Engineer recognizes ttrd Idatro Power, in accordance wittr paragnph5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this StaEment.
12. That Engineo certifies that the above statements arc courplete, true ard acctrde to the best
of his/trer knowledge and therefore sets hic/her hard and seal below.
By
(P.E. Stamp)
Date
49
APPENDIXD
FORMS OF LIQUID SECURITY
The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfy the Security Deposit requirement and any other security requirements within this
Agreement.
For the purpose of this Appendix D, the term "Credit Requirements" shall mean acceptable
financial creditworthiness of the entity providing the security instrument in rclation to the term of
the obligation in the reasonable judgment of ldaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investnent grade credit
rating by Standard & Poor's Corporation or Moody's Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.
l. Cash - Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with ldaho Power.
2. Cash Escrow Security - Seller shall deposit funds in an escnow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amoun(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual secruity requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
50
security requirement within the individually identilied aooounts. The Seller shall be
responsible for all costs
3. Guarurtee or Letter of Credit Security - Seller shall post and maintain in an mrormt equal to
the Security f,hposit (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to ldaho Power at its discretiou or(b) an irrevocable LetterofCredit ina
forrr acceptable to ldaho Power, in favor of ldaho Power. The Letter of Credit will be issued
by a finanoial instihrtion acceptable to both parties. A single aggregafe Gurantee or Letter of
Credit may be provided for all security requiremeng however detailed accounting of the
individual security requircrrents must be maintained by the Seller and Seller shall be
obligafed to maintain the apnopriate amounts to satisff each security ncquircment within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Lette(s) of Credit
5t
E-l
APPENDIXE
SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Maximum Capacity Amout of 2790 kW, Non-Fueld Rates)
Base Energy Heaw Load Purchase Price - For all Base Enerry received during Heavy Load Hours,
Idaho Power will pay the non-levelized enerry price in accordance with Commission Order No.
35422 md Order No. 35475 effeotive June 1,2022, with full capaolty payments per Commission
Order No. 32697 andseasonalization factors applied :
Season I - (73.50 yo) Season 2 - (l20.00yo) Season 3 - (100.00 yo)
Year Mills/kWh Millykwh Mills/kwh
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
203E
2439
2040
204t
2042
2043
2044
61.49
60.62
60.7s
62.r8
64.16
56.50
6E.63
70.43
72.05
73.85
75.61
77.03
78.20
79.62
80.98
E2.55
E4.l I
85.91
E7.61
89.10
90.84
92.7t
100.40
98.97
9.19
l0l.5l
r0/.75
108.58
l12.05
114.98
117.64
120.57
123.44
125.77
127.67
129.99
132.22
134.77
137.32
140.21
r43.04
145.47
148.31
lsl.36
83.66
82.47
82.66
E4.59
87.30
90.4t
93.38
95.E2
98.03
100.48
102.87
104.E0
106.39
108.33
r 10.18
I12.31
t14.43
116.89
119.20
12t.23
123.59
126.14
52
E-2 Basc Encrgv Lisht Load Purchase Price - For all Base Enerry received duing Light Load Horns,
Idaho Power will pay the nonJevelized energy price in aocordance with Commission Order No.
35422 afi Order No. 35475 effective June 1,2022, with full capacrty payments per Commission
Order No. 32697 and seasonalization factors applied:
Season I - (73.50Vo) Season 2 - (120.00Yo) Season3 - (100.00 7o)
Year Mills/kwh Mills/kwh Mills/I(Wh
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
203s
2036
2037
2038
2039
2040
2041
2042
2043
2044
56.14
55.27
55.40
56.83
58.81
61.15
63.2E
65.08
6.70
68.s0
70.26
71.68
72.8s
74.27
75.63
77.20
78.76
80.56
82.2tt
E3.75
8s.49
87.36
91.66
90.23
90.45
92.78
96.A
99.84
103.31
106.25
108.90
I I t.84
lt4.7t
I17.03
I18.93
t21.26
r23.48
t26.03
l2E.5E
l3l.s3
134.3r
136.74
139.58
142.63
76.38
75.19
75.38
77.31
80.02
83.20
86.10
88.54
90.75
93.20
95.59
97.52
99.1I
101.05
102.90
105.03
r07.15
109.6r
tlt.92
I r3.95
I16.31
l lE.86
53
B3 All Houn Energy Price - The price to be used in the calculation of the Surplus Enerry Price and
Delay Damage hice shall be the nonJevelized enerry price in accordance with Commission Order
35422 and Order No. 35475 effective June 1,2022, with full capacity payments per Commission
Order No. 32697 and seasonalization factors applied:
Season I - (73.50yo) Season 2 -(120.00W Season 3 - (100.00 o/o)
Year Mills/kwh Mills/kwh Mills/kWh
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
204t
2042
2043
204/-
59.1I
s8.24
58.37
s9.80
61.78
64.t2
66.2s
68.05
69.67
71.47
73.23
74.65
75.81
77.24
78.60
80.17
81.73
83.53
85.23
E6.72
88.46
90.33
96.51
95.0E
95.30
97.63
100.87
104.69
108.16
l I1.09
I13.75
l16.6E
l r9.5s
121.88
123.7E
126.10
12E.33
130.88
133.43
136.38
139.r6
r4l.s9
144.42
147.48
80.42
19.23
79.42
81.35
84.06
87.24
90.14
92.58
94.79
97.24
99.63
101.57
103.15
10s.09
106.94
r09.07
I l 1.19
l13.6s
115.96
t17.99
120.35
122.90
54
F-1
APPENDIXF
NON.SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Marimum Caeacity Amount of 279O kW, Non-Fueled Rates)
Base ErcrEy Heavy Load Purchase Price -For all Base Energr received during Hearry Load Houn,
Idatro Power will pay the nonlevelized enerry price in accordance with Commission Order No.
35422 and Order No. 35475 effective June l, 2022,with full caprcity payments per Commission
Order No. 32697 and seasonalization frctors applied :
Season I - (7350yo) Season 2 - (l20.Wyo) Season 3 - (100.00 o/o)
Year Mills/kWh Mills/kWh Mills/kwh
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
203E
2039
2040
2041
2042
2043
2444
47.32
46.23
46.t6
47.37
49.14
51.26
53.16
54.73
56.13
57.69
59.21
60.39
61.31
62.49
63.60
64.91
66.21
67.75
69.18
70.N
71.86
73.45
77.25
75.48
75.36
77.34
80.22
83.68
86.79
89.35
91.63
94.t9
96.67
98.60
100.10
102.02
103,E3
105.97
r08.09
I l0-61
112.9s
t14.94
117.33
119.92
64.38
62.90
62.80
64.45
66.85
69.74
72.33
74.M
76.36
7E.49
80.56
82.17
83.42
85.02
86.53
88.31
90.08
92.t8
94.13
95.78
97.77
99.94
55
F-2 Base Energy Lisht Load Purchase Price - For all Base Enerry received during Light Load Hours,
Idaho Power will pay the nonJevelized energy price in accordance with Commission Order No.
35422 arld Order No. 35475 effective June 1,2022, with full capacity payments per Commission
Order No. 32697 and seasonalization factors applied:
Season I - (73 .50 yo) Season 2 - (120 .00 yo) Season 3 - ( I 00.00 7o)
Year Mills/kWh Mills/kWh Mills/I(Wh
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2440
2041
2042
2043
2044
41.97
40.E8
40.il
42.02
43.79
45.91
47.81
49.38
50.78
52.34
53.86
55.04
55.96
57.14
58.25
59.56
60.t6
62.40
63.E3
65.05
66.51
68.10
68.52
66.75
66.63
68.60
71.49
74.95
78.06
80.62
82.90
85.45
87.93
89.86
91.36
93.28
95.I0
97.23
99.36
101.88
104.22
106.20
108.s9
IlLl9
57.10
55.62
55.52
57.t7
s9.57
62.46
65.0s
67.18
69.08
71.21
73.28
74.89
76.14
77.74
79.25
81.03
82.80
84.90
86.85
EE.50
90.49
92.66
56
F-3 All Hours Encmy Prie - The price to be used in the calculation of the Surplus Energr hice and
Delay Damage Price shall be the nonJevolired energy price in accordance with Commission Order
35422 and, Order No. 35475 effective June l, 2022,with full capacity payments per Commission
Order No. 32697 and seasonalization factors applied:
Season I - (73.50 yo) Season 2 - $2A.00 Yo) Season 3 - (100.00 7o)
Year Mills/kwh Millyl(Wh Mills/kWh
2023
2024
2025
2026
2027
202E
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2042
2043
2044
44.94
43.85
43.78
44.99
46.76
48.t8
s0.7E
s2.35
53.75
55.31
56.83
5E.01
58.93
60.1I
61.22
62.52
63.83
65.37
66.80
6E.02
69.4t
71.07
73.36
7t.60
71.4E
73.45
76.34
79.80
t2.91
85.47
t7.75
90.30
92.7t
94.71
96.21
98.13
99.94
r02.08
LM.20
t06.72
109.07
I I1.05
113.44
116.M
61.14
59.66
59.56
61.21
63.61
66.s0
69.W
7t.22
73.12
75.25
77.32
78.93
80.18
8r.78
83.29
8s.07
86.84
88.94
90.89
92.54
94.s3
96.70
57
APPENDIX G
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
Insurance Requirements:
l. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notifr ldatro Power in writing. This notice will
advise ldaho Power of the specific reason for cancellatiorq material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten ( I 0) days of the annual anniversary
of the Op€ration Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occunence, combined single limit. The
deductible for such insurance shall be consistent with current lnsurance Industry Utility
practices for similar property.
58