FIRM ENERGY SALES AGREEMENT (10 aMW or Less) RAFT RIVER GEOTHERMAL POWER PLANT Project Number: 31765155
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
US GEOTHERMAL INC
TABLE OF CONTENTS
FIRM ENERGY SALES AGREEMENT
(10 aMW or Less)
RAFT RIVER GEOTHERMAL POWER PLANT
Project Number: 31765155
THIS AGREEMENT, entered into on this 29th day of December 2004 between US GEOTHERMAL INC. an Idaho corporation (Seller), and IDAHO POWER COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as “Parties” or individually as “Party.”
WITNESSETH:
WHEREAS, Seller will design, construct, own, maintain and operate an electric generation facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is willing to purchase, firm electric energy produced by the Seller’s Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms shall have the following meanings:
| 1.1 | “Commission” - The Idaho Public
Utilities Commission. |
| 1.2 | “Contract Year” - The period
commencing each calendar year on the same calendar date as the Operation
Date and ending 364 days thereafter. |
| 1.3 | |
| 1.4 | “Facility” - That electric generation
facility described in Appendix B of this Agreement. |
| 1.5 | “Geothermal Production Well Contribution
Rating” – Each individual geothermal well contribution,
defined in MWs, to the generator rating of the generator directly attached
to the |
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| specific geothermal well. The sum of the individual
Geothermal Production Well Contribution Ratings directly providing motive
force for individual generation units must equal the generator rating
of the individual generation unit(s) as specified in Appendix B. The Geothermal
Production Well Contribution Ratings will be as specified in Appendix
B or as may be adjusted in accordance with paragraph 14.4 of this Agreement.
|
|
| 1.6 | “Inadvertent Energy” –
Electric energy Seller does not intend to generate. Inadvertent energy
is more particularly described in paragraph 7.3 of this Agreement. |
| 1.7 | "Interconnection Facilities" - All facilities
required to be installed to interconnect and deliver energy from the Facility
to the Transmitting Entity’s system including, but not limited to,
connection, switching, metering, relaying, communications and safety equipment.
|
| 1.8 | “Initial Capacity Determination”
– The process by which Idaho Power confirms that under normal
or average design conditions the Facility will generate at no more than
10 average MW per month and is therefore eligible to be paid the published
rates in accordance with Commission Order No. 29214. |
| 1.9 | “Losses” – The loss of
electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where
the Facility’s energy is actually delivered to the Transmitting
Entity (measured by either the Idaho Power or the Transmitting Entity’s
Metering Equipment) and the Point of Delivery on the Idaho Power electrical
system. The loss calculation formula will be as specified in Appendix
B of this Agreement. |
| 1.10 | “Market Energy Cost” –
Eighty-five percent (85%) of the weighted average of the daily on-peak
and off-peak Dow ▇▇▇▇▇ Mid-Columbia Index (Dow ▇▇▇▇▇ Mid-C Index) prices
for non-firm energy. If the Dow ▇▇▇▇▇ Mid-Columbia Index price is discontinued
by the reporting agency, both Parties will mutually agree upon a replacement
index, which is similar to the Dow ▇▇▇▇▇ Mid- Columbia Index. The selected
replacement index will be consistent with other similar agreements and
a commonly used index by the electrical industry. |
| 1.11 | “Material Breach” – A Default
(paragraph 22.2.1) subject to paragraph 22.2.2. |
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| 1.12 | “Maximum Capacity Amount” –
The maximum capacity (MW) of the Facility will be as specified in Appendix
B of this Agreement. |
| 1.13 | “Metering Equipment" - All equipment
specified in Schedule 72, this Agreement and any additional equipment
specified in Appendix B required to measure, record or telemeter power
flows between the Seller's Facility and Idaho Power's electrical system.
|
| 1.14 | “Net Energy” – All of the
electric energy produced by the Facility, less Station Use, less Losses,
expressed in kilowatt hours (kWh), which the Transmitting Entity delivers
to Idaho Power at the Point of Delivery for the full term of the Agreement.
Net Energy does not include Inadvertent Energy. |
| 1.15 | “Operation Date” – The
day commencing at 00:00:01 (H:M:S) hours, Mountain Time, following the
day that all requirements of paragraph 5.2 have been completed. |
| 1.16 | “Point of Delivery” – The
location specified in Appendix B, where the Transmitting Entity delivers
the Facility’s Net Energy and Inadvertent Energy to Idaho Power.
|
| 1.17 | “Prudent Electrical Practices”
– Those practices, methods and equipment that are commonly and ordinarily
used in electrical engineering and operations to operate electric equipment
lawfully, safely, dependably, efficiently and economically. |
| 1.18 | “Scheduled Operation Date” –
The date specified in Appendix B when Seller anticipates achieving the
Operation Date. |
| 1.19 | “Schedule 72” – Idaho Power’s
Tariff No 101, Schedule 72 or its successor schedules as approved by the
Commission. |
| 1.20 | “Season” – The three periods
identified in paragraph 6.2.1 of this Agreement. |
| 1.21 | “Station Use” – Electric
energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility. |
| 1.22 | “Surplus Energy” – (1)
Net Energy produced by the Seller’s Facility, scheduled and delivered
by the Transmitting Entity and accepted by Idaho Power during the month
which exceeds 110% of the monthly Net Energy Amount for the corresponding
month specified in paragraph 6.2. or (2) If the Net Energy produced by
the Seller’s Facility, scheduled and delivered by the Transmitting
|
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| Entity and accepted by Idaho Power during the month
is less than 90% of the monthly Net Energy Amount for the corresponding
month specified in paragraph 6.2, then all Net Energy scheduled and delivered
by the Transmitting Entity to Idaho Power on the Seller’s behalf
for that given month or (3) All Net Energy produced by the Seller’s
Facility, scheduled and delivered by the Transmitting Entity and accepted
by Idaho Power prior to the Operation Date. |
|
| 1.23 | “Total Cost of the Facility”
- The total cost of structures, equipment and appurtenances. |
| 1.24 | “Transmitting Entity” - The signatory(s)
(other than the Seller) to the Transmission Agreement referred to in paragraph
10.1 and its successors and assigns. |
ARTICLE II: NO RELIANCE ON IDAHO POWER
| 2.1 | Seller Independent Investigation - Seller
warrants and represents to Idaho Power that in entering into this Agreement
and the undertaking by Seller of the obligations set forth herein, Seller
has investigated and determined that it is capable of performing hereunder
and has not relied upon the advice, experience or expertise of Idaho Power
in connection with the transactions contemplated by this Agreement. |
| 2.2 | Seller Independent Experts - All professionals
or experts including, but not limited to, engineers, attorneys or accountants,
that Seller may have consulted or relied on in undertaking the transactions
contemplated by this Agreement have been solely those of Seller. |
ARTICLE III: WARRANTIES
| 3.1 | No Warranty by Idaho Power - Any review,
acceptance or failure to review Seller’s design, specifications,
equipment or facilities shall not be an endorsement or a confirmation
by Idaho Power and Idaho Power makes no warranties, expressed or implied,
regarding any aspect of Seller’s design, specifications, equipment
or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility. |
| 3.2 | Qualifying Facility Status - Seller warrants
that the Facility is a “Qualifying Facility,” as that term
is used and defined in 18 CFR §292.207. After initial qualification,
Seller will take such steps as |
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may be required to maintain the Facility’s
Qualifying Facility status during the term of this Agreement and Seller’s
failure to maintain Qualifying Facility status will be a Material Breach
of this Agreement. Idaho Power reserves the right to review the Seller’s
Qualifying Facility status and associated support and compliance documents
at anytime during the term of this Agreement. |
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
| 4.1 | Prior to the Operation Date and as a condition
of Idaho Power’s acceptance of deliveries of energy from the Seller,
Seller shall: |
|
| 4.1.1
|
Submit proof to Idaho Power that all licenses, permits
or approvals necessary for Seller’s operations have been obtained
from applicable federal, state or local authorities, including, but not
limited to, evidence of compliance with ▇▇▇▇▇▇▇ ▇, ▇▇ ▇▇▇ 292.207. |
|
| 4.1.2 |
Opinion of Counsel - Submit to Idaho Power
an Opinion Letter signed by an attorney admitted to practice and in good
standing in the State of Idaho providing an opinion that Seller’s
licenses, permits and approvals as set forth in paragraph 4.1.1 above
are legally and validly issued, are held in the name of the Seller and,
based on a reasonable independent review, counsel is of the opinion that
Seller is in substantial compliance with said permits as of the date of
the Opinion Letter. The Opinion Letter will be in a form acceptable to
Idaho Power and will acknowledge that the attorney rendering the opinion
understands that Idaho Power is relying on said opinion. Idaho Power’s
acceptance of the form will not be unreasonably withheld. The Opinion
Letter will be governed by and shall be interpreted in accordance with
the legal opinion accord of the American Bar Association Section of Business
Law (1991). |
|
| 4.1.3 |
Initial Capacity Determination - Submit to
Idaho Power a certificate from a Registered Professional Engineer licensed
and in good standing in the State of Idaho certifying that the Facility’s
design and operating protocols will limit generation at the Facility to
no more than 10 average MW in any given month. |
|
| 4.1.4 |
Engineer’s Certifications - Submit
an executed Engineer's Certification of Design & |
|
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| 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.
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| 4.1.5 | Insurance - Submit written proof
to Idaho Power of all insurance required in Article XVI. |
||
| 4.1.6 | Transmission Agreement - Provide
Idaho Power with a copy of the Transmission Agreement executed by the
Seller and the Transmitting Entity in a form acceptable to Idaho Power.
Idaho Power’s acceptance will not be unreasonably withheld. |
||
| 4.1.7 | Written Acceptance – Request
and obtain written confirmation from Idaho Power that all conditions to
acceptance of energy have been fulfilled. Such written confirmation shall
be provided within a commercially reasonable time following the Seller’s
request and will not be unreasonably withheld by Idaho Power. |
||
| 4.1.8 | Idaho Power Electrical System Study
– Seller and Transmitting Entity will request, in writing, a
specific Point of Delivery where the Facility’s Net Energy and Inadvertent
Energy will be delivered to Idaho Power. This request will include the
Maximum Capacity Amount (MW) as specified in Appendix B-4. Upon receipt
of this request, at Seller’s expense, Idaho Power will complete
an electrical system study to determine Idaho Power’s ability to
receive the Maximum Capacity Amount at the requested Point of Delivery.
This study will include a study of the Idaho Power electrical system at
this Point of Delivery and estimation of any additional Seller costs associated
with completing this request as specified in Appendix B. |
||
| 4.1.8.1 |
If said study shows that Idaho Power will be unable
to receive the Maximum Capacity Amount at the requested Point of Delivery,
the Seller and Transmitting Entity may request a different Point of Delivery
or revise the Maximum Capacity Amount and a similar study, at the Seller’s
expense, will be conducted. |
||
| 4.1.8.2 |
If the Seller and Transmitting Entity request permission
to deliver the |
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| Maximum Capacity Amount at a Point of Delivery that
Idaho Power has identified as being unable to receive the Maximum Capacity
Amount, at Seller’s request and expense, Idaho Power will conduct
a study to determine the necessary upgrades and/or modifications required
to enable receipt of the Maximum Capacity Amount at the requested Point
of Delivery. |
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| 4.1.8.3 | Seller will be responsible for all customary and
reasonable expenses associated with all Idaho Power studies, upgrades
and/or modifications required to enable delivery of the Maximum Capacity
Amount at the requested Point of Delivery. An initial deposit will be
calculated based upon the estimated cost of each individual study, upgrade
or modification and will be required to be paid by the Seller prior to
Idaho Power conducting any work associated with the Seller’s request.
Upon completion of any and all studies, upgrades and/or modifications
required to accommodate the Seller’s request, Idaho Power will reconcile
the actual expenses with the previously paid deposit and the appropriate
refund or additional billing will be processed. |
||
ARTICLE V: TERM AND OPERATION DATE
| 5.1 | Term - Subject to the provisions
of paragraph 5.2 below, this Agreement shall become effective on the date
first written and shall continue in full force and effect for a period
of twenty (20) Contract Years from the Operation Date. |
|
| 5.2 | Operation Date - The Operation
Date may occur only after the Facility has achieved all of the following:
|
|
| a) |
Completed all Conditions to Acceptance of Energy
as specified in Article IV. |
|
| b)
|
Commission approval of this Agreement has been received.
|
|
| c) |
Seller has demonstrated to Idaho Power's satisfaction
that the Facility is complete and able to provide energy in a consistent,
reliable and safe manner and has requested an |
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| Operation Date in written form. |
||
| d)
|
Seller has received written confirmation from Idaho
Power of the Operation Date. This confirmation will not be unreasonably
withheld by Idaho Power. |
|
| 5.3 | Seller’s failure to achieve the
Operation Date within ten (10) months of the Scheduled Operation Date
will be an event of default. |
|
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
| 6.1 | Delivery and Acceptance of Net Energy
- Except when either Party's performance is excused as provided herein,
Idaho Power will purchase and Seller will sell all of the Net Energy produced
by the Facility and delivered by the Transmitting Entity to the Point
of Delivery. All Inadvertent Energy produced by the Facility will also
be delivered by the Transmitting Entity to Idaho Power at the Point of
Delivery. At no time will the total amount of Net Energy and/or Inadvertent
Energy produced by the Facility and delivered by the Transmitting Entity
to the Point of Delivery exceed the Maximum Capacity Amount. |
|
| 6.2 | Net Energy Amounts - Seller intends
to produce and Transmitting Entity shall deliver Net Energy in the following
monthly amounts: |
|
6.2.1 |
Initial Year Monthly Net Energy Amounts:
|
|
| Month | kWh | ||
| March | 7,440,000 | ||
| Season 1 | April | 7,200,000 | |
| May | 7,440,000 | ||
| July | 7,440,000 | ||
| August | 7,440,000 | ||
| Season 2 | November | 7,200,000 | |
| December | 7,440,000 | ||
| June | 7,200,000 | ||
| September | 7,200,000 | ||
| Season 3 | October | 7,440,000 | |
| January | 7,440,000 | ||
| February | 6,720,000 |
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| 6.2.2 | Ongoing Monthly Net Energy Amounts
- Seller shall initially provide Idaho Power with one year of monthly
generation estimates (Initial Year Monthly Net Energy Amounts) and beginning
at the end of month nine and every three months thereafter provide Idaho
Power with an additional three months of forward generation estimates.
This information will be provided to Idaho Power by written notice in
accordance with paragraph 28.1, no later than 5pm of the 5th day
following the end of the previous month. If the Seller does not provide
the Ongoing Monthly Net Energy amounts in a timely manner, Idaho Power
will use the most recent 3 months of the Initial Year Monthly Net Energy
Amounts specified in paragraph 6.2.1 for the next 3 months of monthly
Net Energy amounts. |
||
| 6.2.3 | Seller’s Adjustment of Net Energy
Amount – |
||
| 6.2.3.1 |
No later than the Operation Date, by written notice
given to Idaho Power in accordance with paragraph 28.1, the Seller may
revise all of the previously provided Initial Year Monthly Net Energy
Amounts. |
||
| 6.2.3.2 |
Beginning with the end of the 3rd month
after the Operation Date and at the end of every third month thereafter:
(1) the Seller may not revise the immediate next three months of
previously provided Net Energy Amounts, (2) but by written notice given
to Idaho Power in accordance with paragraph 28.1, no later than 5pm of
the 5th day following the end of the previous month, the Seller
may revise all other previously provided Net Energy Amounts. Failure to
provide timely written notice of changed amounts will be deemed to be
an election of no change. |
||
| 6.2.4 | Idaho Power Adjustment of Net Energy
Amount – If Idaho Power is excused from accepting the Seller’s
Net Energy as specified in paragraph 14.2.1 or if the Seller declares
a Suspension of Energy Deliveries as specified in paragraph 14.3.1 and
the Seller’s declared Suspension of Energy Deliveries is accepted
by Idaho Power, the Net Energy Amount as specified in paragraph 6.2 for
the specific month in which the reduction or suspension under paragraph
14.2.1 or 14.3.1 occurs will be reduced in accordance with |
||
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| the following: |
| Where: | ||||
| NEA | = | Current Month’s Net Energy Amount (Paragraph 6.2) | ||
| SGU | = | a.) | If Idaho Power is excused
from accepting the Seller’s Net Energy as specified in paragraph
14.2.1 this value will be equal to the percentage of curtailment as specified
by Idaho Power multiplied by the TGU as defined below. |
|
| b.) | If the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 14.3.1 for an
entire generation unit(s) 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 of Energy
Deliveries. |
|||
| c.) | If the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 14.3.1 due to
a forced outage of an individual production well(s), this value will be
the sum of the individual production well(s) Geothermal Production Well
Contribution Rating(s) as specified in Appendix B that are impacted by
the circumstances causing the Seller to declare a Suspension of Energy
Deliveries. |
|||
| TGU | = | Sum of all of
the individual generator ratings of the generation units at this Facility
as specified in Appendix B of this agreement. |
||
| RSH | = | Actual hours
the Facility’s Net Energy deliveries were either reduced or
suspended under paragraph 14.2.1 or 14.3.1 |
||
| TH | = | Actual total
hours in the current month |
||
| Resulting formula being: |
| Adjusted Net Energy Amount |
= | NEA | – | ( | ( | SGU TGU |
X | NEA | ) | X | ( | RSH TH |
) | ) |
| This Adjusted Net Energy Amount will be used in
applicable Surplus Energy calculations for only the specific month in
which Idaho Power was excused from accepting the Seller’s Net Energy
or the Seller declared a Suspension of Energy. |
|
| 6.3 | Unless excused by an event of Force Majeure, Seller’s
failure to deliver Net Energy in any Contract Year in an amount equal
to at least ten percent (10%) of the sum of the Initial Year Net |
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| Energy Amounts as specified in paragraph 6.2 shall constitute an event of default. |
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
| 7.1 | Net Energy Purchase Price – For all
Net Energy, Idaho Power will pay the non-levelized energy price in accordance
with Commission Order 29646 with seasonalization factors applied: |
| Season 1 - (73.50 %) | Season 2 - (120.00 %) | Season 3 - (100.00 %) | ||
| Year | ▇▇▇▇▇/▇▇▇ | ▇▇▇▇▇/▇▇▇ | ▇▇▇▇▇/▇▇▇ | |
| ▇▇▇▇ | 36.17 | 59.05 | 49.21 | |
| 2005 | 37.00 | 60.41 | 50.34 | |
| 2006 | 37.85 | 61.80 | 51.50 | |
| 2007 | 38.73 | 63.23 | 52.69 | |
| 2008 | 39.62 | 64.68 | 53.90 | |
| 2009 | 40.53 | 66.17 | 55.14 | |
| 2010 | 41.46 | 67.69 | 56.41 | |
| 2011 | 42.42 | 69.25 | 57.71 | |
| 2012 | 43.39 | 70.85 | 59.04 | |
| 2013 | 44.39 | 72.48 | 60.40 | |
| 2014 | 45.42 | 74.16 | 61.80 | |
| 2015 | 46.47 | 75.86 | 63.22 | |
| 2016 | 47.54 | 77.62 | 64.68 | |
| 2017 | 48.63 | 79.40 | 66.17 | |
| 2018 | 49.76 | 81.24 | 67.70 | |
| 2019 | 50.91 | 83.11 | 69.26 | |
| 2020 | 52.07 | 85.02 | 70.85 | |
| 2021 | 53.28 | 86.99 | 72.49 | |
| 2022 | 54.51 | 88.99 | 74.16 | |
| 2023 | 55.76 | 91.04 | 75.87 | |
| 2024 | 57.05 | 93.14 | 77.62 | |
| 2025 | 58.37 | 95.29 | 79.41 | |
| 2026 | 59.72 | 97.50 | 81.25 |
| 7.2 | Surplus Energy Price - For all
Surplus Energy, Idaho Power shall pay to the Seller the current month’s
Market Energy Cost or the Net Energy Purchase Price specified in paragraph
7.1, whichever is lower. |
|
| 7.3 | Inadvertent Energy – |
|
| 7.3.1
|
Inadvertent Energy is electric energy produced by
the Facility, expressed in kWh, which the Transmitting Entity delivers
to Idaho Power at the Point of Delivery that exceeds 10,000 KW multiplied
by the hours in the specific month in which the energy was |
|
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| delivered. (For example January contains 744 hours.
744 times 10,000 KW = 7,440,000 kWh,. Energy delivered in January in excess
of 7,440, 000 kWh in this example would be Inadvertent Energy. |
||
| 7.3.2
|
Although Seller intends to design and operate the
Facility to generate no more than 10 average MW and therefore does not
intend to generate Inadvertent Energy, Idaho Power will accept Inadvertent
Energy that does not exceed the Maximum Capacity Amount but will not purchase
or pay for Inadvertent Energy |
|
| 7.4 | Payment Due Date – Energy
payments to the Seller will be disbursed within 30 days of the date which
Idaho Power receives and accepts the documentation of the monthly Net
Energy and Inadvertent Energy actually produced by the Seller’s
Facility and delivered to Idaho Power by the Transmitting Entity as specified
in Appendix A. |
|
| 7.5 | Continuing Jurisdiction of the Commission
– This Agreement is a special contract and, as such, the rates,
terms and conditions contained in this Agreement will be construed in
accordance with Idaho Power Company v. Idaho Public Utilities Commission
and Afton Energy, Inc., 107 Idaho 781, 693 P.2d 427 (1984); Idaho
Power Company v. Idaho Public Utilities Commission, 107 Idaho 1122,
695 P.2d 1 261 (1985); Afton Energy, Inc, v. Idaho Power Company,
111 Idaho 925, 729P.2d 400 (1986); Section 210 of the Public Utilities
Regulatory Policies Act of 1978 and 18 CFR §292.303-308. |
|
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
| 8.1 | Idaho Power waives any claim to ownership of Environmental
Attributes. Environmental Attributes include, but are not limited to,
Green Tags, Green Certificates, Renewable Energy Credits (RECs) and Tradable
Renewable Certificates (TRCs) directly associated with the production
of energy from the Seller’s Facility. |
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ARTICLE IX: FACILITY AND INTERCONNECTION
| 9.1 | 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 of Net Energy and Inadvertent Energy to the Transmitting
Entity for the full term of the Agreement. |
| 9.2 | Interconnection Facilities - Seller will
construct, install, own and maintain all Interconnection Facilities other
than those owned, installed or maintained by the Transmitting Entity.
Seller will pay all costs of interconnecting with the Transmitting Entity
and transmitting Net Energy and Inadvertent Energy to Idaho Power. |
ARTICLE X: TRANSMISSION AGREEMENT
| 10.1 | Transmission Agreement - The Seller will
arrange and pay for the delivery of Net Energy and Inadvertent Energy
over the facilities of the Transmitting Entities (the Bonneville Power
Administration (“BPA”) and the Raft River Rural Electric Cooperative
(“Raft River”)) to the Point of Delivery. The delivery of
Net Energy and Inadvertent Energy from the Facility to the Idaho Power
Point of Delivery shall be in accordance with the terms and conditions
of a Transmission Agreement between the Seller and the Transmitting Entities.
|
| 10.2 | Acceptance of Transmission Agreement - This
Agreement is expressly conditioned and contingent upon Idaho Power’s
acceptance of the Transmission Agreement. Such acceptance will not be
unreasonably withheld. Idaho Power will be identified within the Transmission
Agreement as an intended third party beneficiary of the Transmission Agreement
and a material default by Seller under the Transmission Agreement will
be a material default under this Agreement. |
| 10.3 | Losses - Idaho Power will only purchase the
Net Energy that is delivered by the Transmitting Entity to Idaho Power
at the Point of Delivery. Idaho Power will only accept the Inadvertent
Energy delivered by the Transmitting Entity to Idaho Power at the Point
of Delivery. Losses will be calculated as provided in Appendix B of this
Agreement. |
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ARTICLE XI: METERING AND TELEMETRY
| 11.1 | Metering and Telemetry - Idaho Power shall,
for the account of Seller, provide, install, and maintain Metering Equipment
as required to determine the amount of Net Energy and Inadvertent Energy
delivered to Idaho Power by the Transmitting Entity at the Point of Delivery.
The metering will be installed at the location as specified in Appendix
B of this Agreement. If required by Idaho Power, metering will also include
measurement of kilovar-hours in a manner agreed to by both Parties. All
customary and reasonable Metering Equipment and installation costs shall
be borne by Seller, including costs incurred by Idaho Power for inspecting
and testing such equipment at reasonable intervals at Idaho Power's actual
cost of providing this Metering Equipment and services. All meters used
to determine the billing hereunder shall be sealed and the seals shall
be broken only by Idaho Power when the meters are to be inspected, tested
or adjusted. |
| 11.2 | Meter Inspection - Idaho Power shall inspect
and test all meters upon their installation and at least once every four
(4) years thereafter. If requested by Seller, Idaho Power shall make a
special inspection or test of a meter and Seller shall pay the reasonable
costs of such special inspection. |
| Both Parties shall be notified of the time when
any inspection or test shall take place, and each Party may have representatives
present at the test or inspection. If a meter is found to be inaccurate
or defective, it shall be adjusted, repaired or replaced, at Idaho Power's
expense in order to provide accurate metering. If a meter fails to register,
or if the measurement made by a meter during a test varies by more than
two percent (2%) from the measurement made by the standard meter used
in the test, adjustment (either upward or downward) to the payments Seller
has received shall be made to correct those payments affected by the inaccurate
meter for the actual period during which inaccurate measurements were
made. If the actual period cannot be determined, corrections to the payments
will be based on the shorter of (1) a period equal to one- half the time
from the date of the last previous test of the meter to the date of the
test which established the inaccuracy of the meter; or (2) six (6) months.
|
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| 11.3 | Telemetry – Idaho Power will install,
operate and maintain at Seller's expense metering, communications and
telemetry equipment which will be capable of providing Idaho Power with
continuous instantaneous telemetry of the Facility’s generation,
Net Energy and Inadvertent Energy amounts delivered by the Transmitting
Entity, to Idaho Power's Designated Dispatch Facility. |
| 11.4 | If, (1) the Transmitting Entity provides and maintains
Metering and Telemetry equipment in a manner that is acceptable to Idaho
Power, and (2) the Metering and Telemetry equipment is capable of providing
Idaho Power with the same data as specified in paragraph 11.1, 11.2 and
11.3, and (3) Idaho Power is provided with manual and automated access
to the Transmitting Entity’s Meters and Telemetry equipment and
associated data, and (4) the Seller provides communication circuits and
pays all expenses associated with these communication circuits and any
other expenses associated with Idaho Power accessing this data for the
full term of this Agreement, Idaho Power will not install Metering and
Telemetry equipment that would duplicate the Metering and Telemetry equipment
provided by the Transmitting Entity. |
ARTICLE XII - RECORDS
| 12.1 | Maintenance of Records - Seller shall maintain
at the Facility or such other location mutually acceptable to the Parties
adequate total generation, Net Energy, Station Use and Inadvertent Energy
records in a form and content recommended by Idaho Power. |
| 12.2 | Inspection - Either Party, after reasonable
notice to the other Party, shall have the right, during normal business
hours, to inspect and audit any or all generation, Net Energy, Station
Use and Inadvertent Energy records pertaining to the Seller's Facility.
|
ARTICLE XIII - PROTECTION
| 13.1 | Seller will construct, operate and maintain the
Facility and Seller-furnished Interconnection Facilities in accordance
with Prudent Electrical Practices, the National Electric Safety Code and
any other applicable local, state and federal codes. |
- 15 -
ARTICLE XIV - OPERATIONS
| 14.1 | Communications - Idaho Power, the
Transmitting Entity and the Seller shall maintain appropriate operating
communications through Idaho Power’s Designated Dispatch Facility
in accordance with Appendix A of this Agreement. |
|
| 14.2 | Energy Acceptance – |
|
| 14.2.1
|
Idaho Power shall be excused from accepting and
paying for Net Energy or accepting Inadvertent Energy produced by the
Facility and delivered by the Transmitting Entity to the Point of Delivery,
if it is prevented from doing so by an event of Force Majeure, or if Idaho
Power determines that curtailment, interruption or reduction of Net Energy
or Inadvertent Energy deliveries is necessary because of line construction
or maintenance requirements, emergencies, electrical system operating
conditions on its system or as otherwise required by Prudent Electrical
Practices provided that during such curtailment, interruption or reduction
Idaho Power, the Transmitting Entity and the Seller shall with reasonable
limits attempt to coordinate, schedule and deliver Net Energy to the Idaho
Power electrical system at other Points of Delivery if Idaho Power is
capable of accepting the Net Energy deliveries at the other Points of
Delivery. If, for reasons other than an event of Force Majeure, Idaho
Power requires such a curtailment, interruption or reduction of Net Energy
deliveries for a period that exceeds twenty (20) days, beginning with
the twenty-first day of such interruption, curtailment or reduction, Seller
will be deemed to be delivering Net Energy at a rate equivalent to the
pro rata daily average of the amounts specified for the applicable month
in paragraph 6.2. Idaho Power will notify Seller when the interruption,
curtailment or reduction is terminated. |
|
| 14.2.2 |
Under no circumstances will the Transmitting Entity
deliver Net Energy and/or Inadvertent Energy on behalf of the Seller’s
Facility to the Point of Delivery in an amount that exceeds the Maximum
Capacity Amount at any moment in time. Delivery of Net Energy and/or Inadvertent
Energy by the Transmitting Entity to the Point of Delivery |
|
- 16 -
| that exceeds the Maximum Capacity Amount will be a Material Breach of this Agreement. | ||
| 14.3 |
Seller Declared Suspension of Energy
Deliveries |
|
| 14.3.1 |
If the Seller’s Facility experiences a forced
outage due to equipment failure which is not caused by an event of Force
Majeure or by neglect, disrepair or lack of adequate preventative maintenance
of the Seller’s Facility, Seller may, after giving notice as provided
in paragraph 14.3.2 below, temporarily suspend or reduce all deliveries
of Net Energy to Idaho Power from the Facility or from individual generation
unit(s) within the Facility impacted by the forced outage for a period
of not less than 48 hours to correct the forced outage condition (“Declared
Suspension of Energy Deliveries”). The Seller’s Declared Suspension
of Energy Deliveries will begin at the start of the next full hour following
the Seller’s telephone notification as specified in paragraph 14.3.2
and will continue for the time as specified (not less than 48 hours) in
the written notification provided by the Seller. In the month(s) in which
the Declared Suspension of Energy occurred, the Net Energy Amount will
be adjusted as specified in paragraph 6.2.4. |
|
| 14.3.2 |
If the Seller desires to initiate a Declared Suspension
of Energy Deliveries as provided in paragraph 14.3.1, the Seller will
notify the Designated Dispatch Facility by telephone.
The beginning hour of the Declared Suspension of Energy
Deliveries will be at the earliest the next full hour after making telephone
contact with Idaho Power. The Seller will, within 24 hours after the telephone
contact, provide Idaho Power a written notice in accordance with Article
XXVIII that will contain the beginning hour and duration of the Declared
Suspension of Energy Deliveries and a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries.
Idaho Power will review the documentation provided by the Seller to determine
Idaho Power’s acceptance of the described forced outage as qualifying
for a Declared Suspension of Energy Deliveries as specified in paragraph
14.3.1. Idaho Power’s acceptance of the Seller’s forced outage
as an acceptable forced outage will be based upon the clear documentation
|
|
- 17 -
| provided by the Seller that the forced outage is
not due do an event of Force Majeure or by neglect, disrepair or lack
of adequate preventative maintenance of the Seller’s Facility. |
||
| 14.4 | Adjustment of Geothermal Well Production
Contribution Ratings – Prior to the Operation Date and within
30 days after the end of the first Contract Year the Seller may adjust
the Geothermal Well Production Contribution Ratings specified in Appendix
B. For the remaining term of this Agreement the Seller may adjust the
Geothermal Well Production Contribution Ratings at the time that a production
well originally identified in Appendix B or added to the facility in accordance
with paragraph 14.4 of this Agreement is permentantly taken out of service
or when a new production well is placed into service. In all circumstances
the sum of the individual Geothermal Well Production Contribution Ratings
must always be equal to the generator rating specified in Appendix B.
|
|
| 14.5 | Voltage Levels - Seller, in accordance
with Prudent Electrical Practices shall minimize voltage fluctuations
and maintain voltage levels acceptable to the Transmitting Entity and
Idaho Power. Idaho Power may, in accordance with Prudent Electrical Practices,
upon one hundred eighty (180)days' notice to the Transmitting Entity and
the Seller, change its nominal operating voltage level by more than ten
percent (10%) at the Point of Delivery, in which case Seller shall modify,
at Idaho Power's expense, Seller's equipment as necessary to accommodate
the modified nominal operating voltage level. |
|
| 14.6 | Generator Ramping - Idaho Power,
in accordance with Prudent Electrical Practices, shall have the right
to limit the rate that generation is changed at startup, during normal
operation or following reconnection to the Transmitting Entity and Idaho
Power's system. Generation ramping may be required to permit Idaho Power's
voltage regulation equipment time to respond to changes in power flow.
|
|
| 14.7 | Scheduled Maintenance – On
or before January 31 of each calendar year, Seller shall submit a written
proposed maintenance schedule of significant Facility maintenance for
that calendar year and Idaho Power and Seller shall mutually agree as
to the acceptability of the proposed schedule. The Parties determination
as to the acceptability of the Seller’s timetable for scheduled
|
|
- 18 -
| maintenance will take into consideration Prudent
Electrical Practices, Idaho Power system requirements and the Seller’s
preferred schedule. Neither Party shall unreasonably withhold acceptance
of the proposed maintenance schedule. |
|
| 14.8 | Maintenance Coordination - The Seller, Idaho
Power and the Transmitting Entity shall, to the extent practical, coordinate
their respective line and Facility maintenance schedules such that they
occur simultaneously. |
| 14.9 | Contact Prior to Curtailment - Idaho Power
will make a reasonable attempt to contact Seller and/or the Transmitting
Entity prior to exercising its rights to curtail, interrupt or reduce
deliveries from the Transmitting Entity from the Seller’s Facility.
Seller and the Transmitting Entity understand that in the case of emergency
circumstances, real time operations of the electrical system, and/or unplanned
events Idaho Power may not be able to provide notice to the Seller or
the Transmitting Entity prior to interruption, curtailment, or reduction
of electrical energy deliveries to Idaho Power. |
ARTICLE XV: RELIABILITY MANAGEMENT SYSTEM
| 15.1 | Purpose. In order to maintain the reliable operation
of the transmission grid, the WECC Reliability Criteria Agreement sets
forth reliability criteria adopted by the WECC to which Seller and Idaho
Power shall be required to comply. Seller acknowledges receipt of and
understanding of the WECC Reliability Criteria Agreement and how it pertains
to the Seller’s facility. |
| 15.2 | Compliance. Seller shall comply with the requirements
of the WECC Reliability Criteria Agreement, including the applicable WECC
reliability criteria set forth in Section IV of Annex A thereof, and,
in the event of failure to comply, Seller agrees to be subject to the
sanctions applicable to such failure. Such sanctions shall be assessed
pursuant to the procedures contained in the WECC Reliability Criteria
Agreement. Each and all of the provisions of the WECC Reliability Criteria
Agreement are hereby incorporated by reference into this Article 15 as
though set forth fully herein, and Seller shall for all purposes be considered
a Participant, and shall be entitled to all of the rights and privileges
and be subject to all of the obligations of a |
- 19 -
| Participant, under and in connection with the WECC
Reliability Criteria Agreement, including, but not limited to the rights,
privileges and obligations set forth in Sections 5, 6 and 10 of the WECC
Reliability Criteria Agreement. |
|
| 15.3 | Payment of Sanctions. Seller shall be responsible
for reimbursing Idaho Power for any monetary sanctions assessed against
Idaho Power due to the action or inaction of the Seller by WECC pursuant
to the WECC Reliability Criteria Agreement. Seller also shall be responsible
for payment of any monetary sanction assessed against the Seller by WECC
pursuant to the WECC Reliability Criteria Agreement. Any such payment
shall be made pursuant to the procedures specified in the WECC Reliability
Criteria Agreement. |
| 15.4 | Transfer of Control or Sale of Generation Facilities.
In any sale or transfer of control of any generation facilities subject
to this Agreement, Seller shall, as a condition of such sale or transfer,
require the acquiring party or transferee with respect to the transferred
facilities either to assume the obligations of the Seller with respect
to this Agreement or to enter into an agreement with Idaho Power imposing
on the acquiring party or transferee the same obligations applicable to
the Seller pursuant to this Article 15. |
| 15.5 | Publication. Seller consents to the release
by the WECC of information related to the Seller’s compliance with
this Agreement only in accordance with the WECC Reliability Criteria Agreement.
|
| 15.6 | Third Parties. Except for the rights and
obligations between the WECC and the Seller specified in this Article
15, this Agreement creates contractual rights and obligations solely between
the Parties. Nothing in this Agreement shall create, as between the Parties
or with respect to the WECC: (a) any obligation or liability whatsoever
(other than as expressly provided in this Agreement), or (b) any duty
or standard of care whatsoever. In addition, nothing in this Agreement
shall create any duty, liability or standard of care whatsoever as to
any other party. Except for the rights, as a third-party beneficiary under
this Article 15, of the WECC against the Seller for the Seller, no third
party shall have any rights whatsoever with respect to enforcement of
any provision of this Agreement. Idaho Power and the Seller expressly
intend that the WECC |
- 20 -
| is a third-party beneficiary to this Article
15, and the WECC shall have the right to seek to enforce against the Seller
any provision of this Article 15, provided that specific performance shall
be the sole remedy available to the WECC pursuant to Article 15 of this
Agreement, and the Seller shall not be liable to the WECC pursuant to
this Agreement for damages of any kind whatsoever (other than the payment
of sanctions to the WECC, if so construed), whether direct, compensatory,
special, indirect, consequential, or punitive. |
||
| 15.7 | Reserved Rights. Nothing in the
Article 15 of this Agreement or the WECC Reliability Criteria Agreement
shall affect the right of Idaho Power, subject to any necessary regulatory
approval, to take such other measures to maintain reliability, including
disconnection that Idaho Power may otherwise be entitled to take. |
|
| 15.8 | Termination of Article 15. Seller
may terminate its obligations pursuant to this Article 15: |
|
| 15.8.1 |
If after the effective date of this Article 15,
the requirements of the WECC Reliability Criteria Agreement applicable
to the Seller are amended so as to adversely affect the Seller, provided
that the Seller gives fifteen (15) days’ notice of such termination
to Idaho Power and WECC within forty-five (45) days of the date of issuance
of a Commission order accepting such amendment for filing, provided further
that the forty-five (45) day period within which notice of termination
is required may be extended by the Seller for an additional forty-five
(45) days if the Seller gives written notice to Idaho Power of such requested
extension within the initial forty-five (45) day period; or |
|
| 15.8.2 |
For any reason on one year’s written notice
to Idaho Power and the WECC. |
|
ARTICLE XVI: INDEMNIFICATION AND INSURANCE
| 16.1 | Indemnification - Each Party shall agree
to hold harmless and to indemnify the other Party, its officers, agents,
affiliates, subsidiaries, parent company and employees against all loss,
damage, expense and liability to third persons for injury to or death
of person or injury to property, proximately caused by the indemnifying
Party’s construction, ownership, operation or |
- 21 -
| maintenance of, or by failure of, any
of such Party’s works or facilities used in connection with this
Agreement. The indemnifying Party shall, on the other Party’s request,
defend any suit asserting a claim covered by this indemnity. The indemnifying
Party shall pay all costs, including reasonable attorney fees that may
be incurred by the other Party in enforcing this indemnity. |
|||
| 16.2 | Insurance - During the term of
this Agreement, Seller shall secure and continuously carry the following
insurance coverage: |
||
| 16.2.1 |
Comprehensive General Liability Insurance
for both bodily injury and property damage with limits equal to $1,000,000,
each occurrence, combined single limit. The deductible for such insurance
shall be consistent with current Insurance Industry Utility practices
for similar property. |
||
| 16.2.2 |
The above insurance coverage shall be
placed with an insurance company with an A.M. Best Company rating of A-
or better and shall include: |
||
| (a) |
An endorsement naming Idaho Power as an additional
insured and loss payee as applicable; and |
||
| (b)
|
A provision stating that such policy shall not be
canceled or the limits of liability reduced without sixty (60) days’
prior written notice to Idaho Power. |
||
| 16.3 | Seller to Provide Certificate of Insurance
- As required in paragraph 4.1.5 herein and annually thereafter, Seller
shall furnish Idaho Power a certificate of insurance, together with the
endorsements required therein, evidencing the coverage as set forth above.
|
||
| 16.4 | Seller to Notify Idaho Power of Loss
of Coverage - If the insurance coverage required by paragraph 16.2
shall lapse for any reason, Seller will immediately notify Idaho Power
in writing. The notice will advise Idaho Power of the specific reason
for the lapse and the steps Seller is taking to reinstate the coverage.
Failure to provide this notice and to expeditiously reinstate or replace
the coverage will constitute a Material Breach of this Agreement. |
||
ARTICLE XVII. FORCE MAJEURE
| 17.1 | As used in this Agreement, “Force Majeure”
or “an event of Force Majeure” means any cause |
- 22 -
| beyond the control of the Seller,
Transmitting Entity or of Idaho Power which, despite the exercise of due
diligence, such Party is unable to prevent or overcome. Force Majeure
includes, but is not limited to, acts of God, fire, flood, storms, wars,
hostilities, civil strife, strikes and other labor disturbances, earthquakes,
fires, lightning, epidemics, sabotage, or changes in law or regulation
occurring after the Operation Date, which, by the exercise of reasonable
foresight such party could not reasonably have been expected to avoid
and by the exercise of due diligence, it shall be unable to overcome.
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 occurrence of the Force
Majeure, give the other Party written notice describing the particulars
of the occurrence. |
|
| (2) | The suspension of performance
shall be of no greater scope and of no longer duration than is required
by the event of Force Majeure. |
|
| (3) | No obligations of either
Party which arose before the occurrence causing the suspension of performance
and which could and should have been fully performed before such occurrence
shall be excused as a result of such occurrence. |
ARTICLE XVIII: LIABILITY; DEDICATION
| 18.1 | Nothing in this Agreement shall be construed to
create any duty to, any standard of care with reference to, or any liability
to any person not a Party to this Agreement. No undertaking by one Party
to the other under any provision of this Agreement shall constitute the
dedication of that Party’s system or any portion thereof to the
other Party or to the public or affect the status of Idaho Power as an
independent public utility corporation or Seller as an independent individual
or entity. |
- 23 -
ARTICLE XIX: SEVERAL OBLIGATIONS
| 19.1 | Except where specifically stated in this Agreement
to be otherwise, the duties, obligations and liabilities of the Parties
are intended to be several and not joint or collective. Nothing contained
in this Agreement shall ever be construed to create an association, trust,
partnership or joint venture or impose a trust or partnership duty, obligation
or liability on or with regard to either Party. Each Party shall be individually
and severally liable for its own obligations under this Agreement. |
ARTICLE XX: WAIVER
| 20.1 | 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. |
ARTICLE XXI: CHOICE OF LAWS AND VENUE
| 21.1 | 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. |
| 21.2 | Venue for any litigation arising out of or related
to this Agreement will lie in the District Court of the Fourth Judicial
District of Idaho in and for the County of Ada. |
ARTICLE XXII: DISPUTES AND DEFAULT
| 22.1 | Disputes - All disputes related
to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be
submitted to the Commission for resolution. |
|
| 22.2 | Notice of Default - |
|
| 22.2.1 |
Defaults. If either Party fails to perform
any of the terms or conditions of this Agreement (an “event of default”),
the nondefaulting Party shall cause notice in writing to be given to the
defaulting Party, specifying the manner in which such |
|
- 24 -
default occurred. If the defaulting Party shall fail
to cure such default within the sixty (60) days after service of such
notice, or if the defaulting Party reasonably demonstrates to the other
Party that the default can be cured within a commercially reasonable time
but not within such sixty (60) day period and then fails to diligently
pursue such cure, then, the nondefaulting Party may, at its option, terminate
this Agreement and/or pursue its legal or equitable remedies. |
||
| 22.2.2 |
Material Breaches – The notice and
cure provisions in paragraph 22.2.1 do not apply to defaults identified
in this Agreement as Material Breaches. Material Breaches must be cured
as expeditiously as possible following occurrence of the breach. |
|
| 22.3 | Security for Performance - Prior
to the Operation Date and thereafter for the full term of this Agreement,
Seller will provide Idaho Power with the following: |
|
| 22.3.1 |
Insurance - Evidence of compliance with the
provisions of paragraph 16.2. If Seller fails to comply, such failure
will be a Material Breach and may only be cured by Seller supplying
evidence that the required insurance coverage has been replaced or reinstated;
|
|
| 22.3.2 |
Engineer’s Certifications - Every three
(3) years after the Operation Date, Seller will supply Idaho Power with
a Certification of Ongoing Operations and Maintenance (O & M) from
a Registered Professional Engineer licensed in the State of Idaho, which
Certification of Ongoing O & M shall be in the form specified in Appendix
C. 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 |
|
| 22.3.3 |
Licenses and Permits - During the full term
of this Agreement, Seller shall maintain compliance with all permits and
licenses described in paragraph 4.1.1 of this Agreement. In addition,
Seller will supply Idaho Power with copies of any new or additional permits
or licenses. At least every fifth Contract Year, Seller will update the
documentation described in Paragraph 4.1.1. If at any ▇▇▇▇ ▇▇▇▇▇▇ fails
to maintain compliance with the permits and licenses described in paragraph
4.1.1 or to provide |
|
- 25 -
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 XXIII: GOVERNMENTAL AUTHORIZATION
| 23.1 | This Agreement is subject to the jurisdiction of
those governmental agencies having control over either Party of this Agreement.
|
ARTICLE XXIV: COMMISSION ORDER
| 24.1 | This Agreement shall become finally effective upon
the Commission’s approval of all terms and provisions hereof without
change or condition and declaration that all payments to be made to Seller
hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes. |
ARTICLE XXV: SUCCESSORS AND ASSIGNS
| 25.1 | This Agreement and all of the terms and provisions
hereof shall be binding upon and inure to the benefit of the respective
successors and assigns of the Parties hereto, except that no assignment
hereof by either Party shall become effective without the written consent
of both Parties being first obtained. Such consent shall not be unreasonably
withheld. Notwithstanding the foregoing, any party which Idaho Power may
consolidate, or into which it may merge, or to which it may convey or
transfer substantially all of its electric utility assets, shall automatically,
without further act, and without need of consent or approval by the Seller,
succeed to all of Idaho Power’s rights, obligations and interests
under this Agreement. This article shall not prevent a financing entity
with recorded or secured rights from exercising all rights and remedies
available to it under law or contract. Idaho Power shall have the right
to be notified by the financing entity that it is exercising such rights
or remedies. |
- 26 -
ARTICLE XXVI: MODIFICATION
| 26.1 | No modification to this Agreement shall be valid
unless it is in writing and signed by both Parties and subsequently approved
by the Commission. |
ARTICLE XXVII: TAXES
| 27.1 | Each Party shall pay before delinquency all taxes
and other governmental charges which, if failed to be paid when due, could
result in a lien upon the Facility or the Interconnection Facilities.
|
ARTICLE XXVIII: NOTICES
| 28.1 | All written notices under this agreement shall be
directed as follows and shall be considered delivered when deposited in
the U. S. Mail, first-class postage prepaid, as follows: |
| To Seller: | US Geothermal Inc. |
| Attn: ▇▇▇▇▇▇ ▇▇▇▇ | |
| ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇ | |
| ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ | |
| To Idaho Power: | Vice President, Power Supply |
| Idaho Power Company | |
| ▇ ▇ ▇▇▇ ▇▇ | |
| ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ |
ARTICLE XXIX: ADDITIONAL TERMS AND CONDITIONS
| 29.1 | 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 Delivery | |||
| Appendix C - Engineer’s Certifications |
ARTICLE XXX: SEVERABILITY
| 30.1 | The invalidity or unenforceability of any term or
provision of this Agreement shall not affect the validity or enforceability
of any other terms or provisions and this Agreement shall be construed
|
- 27 -
| in all other respects as if the invalid or unenforceable term or provision were omitted. |
ARTICLE XXXI: COUNTERPARTS
| 31.1 | 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 instrument. |
ARTICLE XXXII: ENTIRE AGREEMENT
| 32.1 | This Agreement constitutes the entire Agreement
of the Parties concerning the subject matter hereof and supersedes all
prior or contemporaneous oral or written agreements between the Parties
concerning the subject matter hereof. |
IN
WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:
- 28 -
APPENDIX A
| A –1 | MONTHLY POWER PRODUCTION AND SWITCHING REPORT |
| At the end of each month the following required documentation will be submitted to: | |
Idaho
Power Company |
The Meter readings required on this report will be the readings on the Meter Equipment measuring the Facility’s generation and Station Use and the Idaho Power Meter Equipment measuring Net Energy and Inadvertent Energy delivered to the Idaho Power electrical system and/or any other required energy measurements to adequately administer this Agreement. If the Idaho Power Metering is not located at the point which is able to measure the exact energy deliveries to the Idaho Power electrical system, then the metered energy amounts will be adjusted to account for electrical Losses occurring between the metering point and the point which the energy is delivered to the Idaho Power electrical system.
- 29 -
Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT
Month ___________________ Year ___________________
| Project Name | Project Number: | ||||
| Address | Phone Number: | ||||
| City | State | Zip |
| Facility | Local | Auxiliary | ||||||
| Output | Service | Service | ||||||
| Meter Number | : | |||||||
| End of Month kWh Meter Reading | : | |||||||
| Beginning of Month kWh Meter | : | |||||||
| Difference | : | |||||||
| Times Meter Constant | : | Net Generation | ||||||
| kWh for the Month | : | – | – | = | ||||
| Metered Demand | : |
| Breaker Opening Record | Breaker Closing Record |
| Date | Time | Meter | * | Reason | Date | Time | Meter | ||
| * | Breaker Opening Reason Codes | I
hereby certify that the above meter readings are true and correct as of
Midnight on the last day of the above month and that the switching record
is accurate and complete as required by the Firm Energy Sales Agreement
to which I am a Party. |
| 1 | Lack of Adequate Prime Mover | |
| 2 | Forced Outage of Facility | |
| 3 | Disturbance of IPCo System | |
| 4 | Scheduled Maintenance | |
| 5 | Testing of Protection Systems | |
| 6 | Cause Unknown | |
| 7 | Other (Explain) |
| Signature | Date |
- 30 -
| A-2 | ROUTINE REPORTING | ||||
| Idaho Power Contact Information | |||||
| Daily Energy Production Reporting | |||||
| Call daily by 10 a.m., ▇-▇▇▇-▇▇▇-▇▇▇▇ or ▇-▇▇▇-▇▇▇-▇▇▇▇ and leave the following information: | |||||
| • Project Identification - Project Name and Project Number | |||||
| • Current Meter Reading | |||||
| • Estimated Generation for the current day | |||||
| • Estimated Generation for the next day | |||||
| Planned and Unplanned Project outages | |||||
| Call ▇-▇▇▇-▇▇▇-▇▇▇▇ and leave the following information: | |||||
| • Project Identification - Project Name and Project Number | |||||
| • Approximate time outage occurred | |||||
| • Estimated day and time of project coming back online | |||||
| Seller’s Contact Information | |||||
| 24-Hour Project Operational Contact | |||||
| Name: | ||||||
| Telephone Number: | ||||||
| Cell Phone: | ||||||
| Project On-site Contact information | ||||||
| Telephone Number: | ||||||
- 31 -
APPENDIX B
FACILITY AND POINT OF DELIVERY
PROJECT NO. 31765155
RAFT RIVER GEOTHERMAL POWER PLANT
| B-1 | DESCRIPTION OF FACILITY | ||
| The Raft River
Geothermal Power Plant, Unit #1 (RRGPP-1) is currently under design, Appendix
B shall be amended to include the final details of RRGPP-1 upon completion
of the design. Failure to provide details acceptable to Idaho Power by
December 31, 2005 or 6 months prior to the Operation Date (which ever
occurs first) will be a Material Breach of this Agreement. In general,
RRGPP-1 is planned to be an air-cooled, 15 MW Facility using geothermal
fluid in a closed-loop Rankine cycle. The Facility will consist of at
least four geothermal production ▇▇▇▇▇ providing geothermal energy to
a single generator with a 15.8 MW generator rating. |
|||
| Geothermal Production Well Contribution Ratings as of the date of this Agreement: | |||
| The sum of these ratings must equal the generator rating specified above. | |||
| Production Well RRG#1 | 4.55 MW |
| Production Well RRG#2 | 4.23 MW |
| Production Well RRG#3 | 3.95 MW |
| Production Well RRG#5 | 3.07 MW |
| B-2 | LOCATION OF FACILITY |
| The Facility is located at: ▇▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇. | |
| B-3 | SCHEDULED OPERATION DATE |
| Seller has selected June 15, 2006, as the Scheduled Operation Date. | |
| B-4 | MAXIMUM CAPACITY AMOUNT: This value (MW) will be provided by the Seller to Idaho |
| Power in the request for
an Idaho Power Electrical System Study as specified in paragraph 4.1.8
of this Agreement. This value will be the maximum energy (MW), as determined
by a qualified |
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| engineer that potentially
could be delivered by the Seller’s Facility to the Transmitting
Entity’s electrical system at any moment in time. |
|
| B-5 | POINT OF DELIVERY |
| “Point of Delivery”
means, unless otherwise agreed by both Parties, the point of interconnection
between Idaho Power and the Transmitting Entity at the Minidoka dam substation.
The Transmitting Entity will be the Bonneville Power Administration
– Transmission Business Line. |
|
| B-6 | LOSSES |
| If Idaho Power is provided
acceptable and accurate energy (kWh) delivery data by the Transmitting
Entity for actual energy delivered at the Point of Delivery on the Idaho
Power electrical system for this Facility, no energy loss calculation
will be required. If the Transmitting Entity does not provide acceptable
and accurate energy delivery data to Idaho Power then a Loss calculation
will be required. The Loss calculation will consist of the most accurate
measurement of the energy losses (kWh), agreed to by both parties, associated
with transformation and transmission of the Facility’s generated
energy between the Transmitting Entity’s or Idaho Power’s
metering point and the Point of Delivery on the Idaho Power electrical
system. This loss calculation will be initially set at 2% of the
kWh energy production recorded on the Transmitting Entity’s
or Idaho Power’s Metering equipment. At such time as the Seller
provides Idaho Power with electrical equipment specifications (transformer
loss specifications, conductor sizes, etc) of all of the electrical
equipment between the Transmitting Entity’s or Idaho Power’s
Metering equipment and the Point of Delivery on the Idaho Power electrical
system or other acceptable calculations of this energy loss, Idaho
Power will configure a revised loss calculation formula to be agreed
by both parties and used to calculate the kWh Losses for the remaining
term of the Agreement. If, at anytime during the term of this Agreement,
the Parties agree that the loss calculation does not correctly reflect
the actual kWh losses attributed to the electrical equipment between
the Idaho Power Metering Equipment and the Idaho Power electrical
system, Idaho Power shall adjust the calculation and retroactively adjust
the previous months kWh loss calculations. |
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| B-7 | METERING AND TELEMETRY |
| If Idaho Power is required
to install metering and telemetry equipment as specified in Article 11
of this Agreement, the Idaho Power Metering Equipment, provided
by Idaho Power at the Sellers expense will be located at a point
that will enable the Metering Equipment to measure the Facility’s
total energy deliveries to the Transmitting Entity. Telemetry equipment
will be installed by Idaho Power at the Seller’s expense that
will be able to provide continuous telemetering of the Facility’s
energy deliveries to the Transmitting Entity. The Seller will arrange
for and make available at Seller’s cost, a communications circuit
acceptable to Idaho Power, dedicated to Idaho Power’s use
to be used for load profiling and another communications circuit
dedicated to Idaho Power’s communication equipment for continuous
telemetering of the Facility’s energy deliveries to the Transmitting
Entity to Idaho Power’s Designated Dispatch Facility. The
meters will register kilowatt-hours and kilowatts of demand. Idaho Power
provided meter and communication equipment will be owned and maintained
by Idaho Power with total cost of purchase, installation, operation
and maintenance including engineering and administrative cost to
be reimbursed to Idaho Power by the Seller. Seller metering equipment
will be located at all necessary points within the Seller’s
Facility to accurately measure each generators energy production,
Station Usage, and any other energy diversions that occur prior to the
Idaho Power Metering Equipment. |
|
| B-8 | REACTIVE POWER |
| Idaho Power will provide
no reactive power to the Facility. |
|
| B-9 | COSTS |
| The cost of the Metering
and Telemetry Equipment will be determined based upon the final design
of the Facility and this total cost will be paid to Idaho Power in accordance
with Schedule |
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72. In addition to the installation and construction
charges above, during the term of this Agreement, Seller will pay Idaho
Power the monthly operation and maintenance charge specified in Schedule
72 or its successor schedules(s). The monthly operations and maintenance
charge will begin on the first day of the month following completion of
the installation of the Idaho Power provided equipment. The monthly operations
and maintenance charge will be based upon the initial cost paid by the
Seller in accordance with Schedule 72. Upon reconciliation of the actual
costs, in accordance with Schedule 72 the monthly operations and maintenance
charge will be adjusted to reflect the actual cost incurred by Idaho Power
and the previously charged monthly operation and maintenance expense will
be revised to reflect the actual cost incurred by Idaho Power. Idaho Power
will refund or Seller will remit any underpayment of the adjusted
monthly operations and maintenance charge within sixty (60) days of the
determination of this amount. In addition, there will be a monthly charge
for the communication circuit lease cost associated with the telemetry
equipment. Seller recognizes that the monthly communications circuit charge
may be adjusted by Idaho Power as the cost to Idaho Power is adjusted
by the owner of the communication circuit(s). |
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY
The undersigned _____________________________________ , on behalf of himself and ____________________________________ , hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter "Agreement," between Idaho Power as Buyer, and US Geothermal, Inc as Seller, dated _______________________________ .
3. That the cogeneration or small power production project which is the subject of the Agreement and this Statement is identified as IPCo Facility No. ________________ and is hereinafter referred to as the "Project."
4. That the Project, which is commonly known as the ____________________________________________________ Project, is located in Section ______ , Township ______ , Range ______ , Boise Meridian, ____________________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and Maintenance ("O&M") for this Project and it is his professional opinion that, provided said Project has been designed and built to appropriate standards, adherence to said O&M Policy will result in the
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Project's producing at or near the design electrical output, efficiency and plant factor for a twenty (20) year period.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his knowledge and therefore sets his hand and seal below.
By ______________________________
(P.E. Stamp)
Date ______________________________
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APPENDIX C
ENGINEER’S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE
The
undersigned ____________________________________ , on behalf of himself and________________________________
hereinafter collectively referred to as “Engineer,” hereby
states and certifies to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereinafter “Agreement,” between Idaho Power as Buyer, and US Geothermal, Inc as Seller, dated _________________________________.
3. That the cogeneration or small power production project which is the subject of the Agreement and this Statement is identified as IPCo Facility No. _____________ and hereinafter referred to as the “Project”.
4. That
the Project, which is commonly known as the_______________________________________________________________
Project, is located at ____________________________________________________________________.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to Idaho Power for a twenty (20) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has made a physical inspection of said Project, its operations and maintenance records since the last previous certified inspection. It is Engineer’s professional opinion, based on the Project’s appearance, that its ongoing O&M has been substantially in accordance with said O&M Policy; that it is in reasonably good operating condition; and that if adherence to said O&M Policy continues, the Project will continue producing at or near its design electrical output, efficiency and plant factor for the
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remaining ______ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is relying on Engineer’s representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of his knowledge and therefore sets his hand and seal below.
By ______________________________
(P.E. Stamp)
Date ______________________________
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
DESIGN & CONSTRUCTION ADEQUACY
The undersigned _____________________________________ , on behalf of himself and ______________________________, hereinafter collectively referred to as "Engineer", hereby states and certifies to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Firm Energy Sales Agreement, hereinafter "Agreement", between Idaho Power as Buyer, and US Geothermal, Inc as Seller, dated _______________________________ .
3. That the cogeneration or small power production project which is the subject of the Agreement and this Statement is identified as IPCo Facility No ________________ and is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the ____________________________________________________ Project, is located in Section ______ , Township ______ , Range ______ , Boise Meridian, ____________________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy to Idaho Power for a ___________ (_______ ) year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project, including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller furnished Interconnection Facilities and other Project facilities and equipment.
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9. That the Project has been constructed in accordance with said plans and specifications, all applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10.. That the design and construction of the Project is such that with reasonable and prudent operation and maintenance practices by Seller, the Project is capable of performing in accordance with the terms of the Agreement and with Prudent Electrical Practices for a (___) year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best of his knowledge and therefore sets his hand and seal below.
By ______________________________
(P.E. Stamp)
Date ______________________________
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Idaho Power routing and review –
| E-mailed to: | Comments receiving back |
Comments incorporated |
Approved | |
| Developer |
Supplied to ▇▇▇▇▇▇▇▇ ▇▇▇▇ on 12/9/2004 |
▇▇▇ ▇▇▇▇ confirmed in e- mail on 12/28/04 that agreement was acceptable | ||
| ▇▇▇▇ ▇▇▇▇▇ |
12/6/2004 |
12/7/2004 |
12/7/2004 |
Bart provided final comments on 12/7/2004 Approved
Discussed agreement with Bart on 12/23 he advised the agreement was acceptable with the changes that were still under discussion. |
| ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ |
12/6/2004 |
12/9/2004 |
12/9/2004 |
Met and with through questions on 12/9–
approved Discussed changes with ▇▇▇▇ on 12/27 he advised they are acceptable. Routed a complete copy to ▇▇▇▇ on 12/27 for a final review if he desired |
| ▇▇▇▇▇▇ ▇▇▇▇ | ||||
| ▇▇▇▇ Grow / ▇▇▇▇▇▇ ▇▇▇▇▇ |
12/6/2004 | 12/7/2004 | 12/7/2004 | Approved as written |
| ▇▇▇▇ ▇▇▇▇▇▇ | Disclosure consent required –sent to US Geothermal on 12/28/2004 |
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