20240701Application.pdf

MOR
IDAW
ip�"
hs POWER®
An IDACORP Company
RECEIVED
Monday, July 1, 2024 2:08:26 PM
IDAHO PUBLIC
MEGAN GOICOECHEA ALLEN UTILITIES COMMISSION
Corporate Counsel
mgoicoecheaal len(a�idahopower.com
July 1, 2024
VIA ELECTRONIC MAIL
Commission Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, Idaho 83714
Re: Case No. IPC-E-24-28
Lowline #2 Hydro Project
Idaho Power Company's Application for Approval of a Second Amendment
to the Energy Sales Agreement for the Sale and Purchase of Electric Energy
from the Lowline #2 Hydro Project
Dear Commission Secretary:
Attached for electronic filing is Idaho Power Company's Application in the above-
entitled matter. If you have any questions about the attached documents, please do not
hesitate to contact me.
Very truly yours,
Megan Goicoechea Allen
MAG:cd
Enclosures

MEGAN GOICOECHEA ALLEN (ISB No. 7623)
DONOVAN E. WALKER (ISB No. 5921)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
mgoicoecheaallen(a-)-idahopower.com
dwalker idahopower.com
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-24-28
APPROVAL OF A SECOND AMENDMENT )
TO THE ENERGY SALES AGREEMENT ) APPLICATION
FOR THE SALE AND PURCHASE OF )
ELECTRIC ENERGY FROM THE LOWLINE )
#2 HYDRO PROJECT. )
Idaho Power Company ("Idaho Power" or "Company"), in accordance with Idaho
Public Utilities Commissions ("Commission") Rule of Procedure' 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"), hereby
respectfully applies to the Idaho Public Utilities Commission for an order approving the
Second Amendment ("Second Amendment") to the Energy Sales Agreement ("ESA")
between Idaho Power and Lower Lowline LLC ("Seller") under which Seller sells and
Hereinafter cited as RP.
APPLICATION - 1

Idaho Power purchases electric energy generated by the Seller's Lowline #2 Hydro
Project ("Facility" or "Project"), which is a PURPA Qualifying Facility.
In support of this Application, Idaho Power represents as follows:
L BACKGROUND
1. Idaho Power and the Seller (jointly, "Parties") entered into a replacement
ESA on October 13, 2022, for the purchase and sale of energy produced by the Facility
and a First Amendment to the ESA on April 7, 2023, to clarify the description of the Facility
in the Agreement and revise Article XXIII Modification to address scenarios involving
Facility modifications. The ESA, which has a 20-year term with non-levelized, seasonal
hydro published avoided cost rates, was approved, as amended, by the Commission in
Order No. 35767 issued in Case No. IPC-E-22-28 on May 1, 2023.
2. The ESA, as amended, determines the Project's eligibility for seasonal
hydro rates based on a calendar year. The Seller, however, would like to modify the
evaluation period for determining eligibility for seasonal hydro avoided cost pricing so that
each year's period would start on June 1 and end on May 31 of the following year. This
is consistent with a request recently made by another PURPA QF, which was approved
by the Commission on August 31, 2023, in Order No. 35908 issued in Case No. IPC-E-
23-19.
3. The First Amendment to the ESA dated April 7, 2023, previously revised
Article XXIII Modifications to address scenarios involving Facility modifications to ensure,
inter alia: the modified Facility operates under a correct and accurate contract that
describes the characteristics and parameters of the modified Facility and the rate paid to
the Facility and recovered from ratepayers, starting from the first operation date after the
APPLICATION - 2

Facility is modified, reflect the proper and authorized rate of the modified Facility.
However, the Parties failed to include the provision requiring that any future modifications
to the ESA be in writing, signed by both Parties, and subsequently approved by the
Commission.
4. As a result of these circumstances, the Parties desire to enter into the
Second Amendment to the ESA to: (1) modify the evaluation period for the Project's
eligibility for seasonal hydro rates consistent with the change recently authorized by the
Commission for another PURPA QF; and (2) revise Article XXIII Modifications to add
language addressing modifications to the ESA as well as Facility modifications.
5. The Second Amendment to the ESA to effectuate these changes, which are
more fully describe below, was executed by the Parties on June 12, 2024, and is subject
to the Commission's approval. A copy of the Second Amendment is attached to this
Application as Attachment 1.
II. THE SECOND AMENDMENT
6. Except as expressly provided in the Second Amendment, the conditions,
obligations, rates, and other terms of the ESA, as amended, remain in full force and effect.
Seasonal Hydro Eligibility Period
7. Consistent with Order No. 35908, which authorized a new measuring year
for determining eligibility for seasonal hydro rates so that each year's period would start
on June 1 and end on May 31 instead of a traditional calendar year (January 1 through
December 31), the Second Amendment revises Articles I, III, and VI I of the ESA to
correspond with the new measuring timeframe for qualifying seasonal hydro as set forth
below (new language is underlined, and deleted language uses strikethrough).
APPLICATION - 3

i. ARTICLE l: DEFINITIONS of the ESA, as amended, deletes existing
paragraphs 1.40, "Seasonal Hydro Facility," and 1.41, "Seasonal Hydro Facility Eligibility
Test Periods," in their entirety and replaces them with revised provisions incorporating
the following changes:
1.40 "Seasonal Hydro Facility" — As described in Commission Order
32802, a hydroelectric generating Facility that delivers to Idaho
Power total Net Energy of at least 55% of its Ga'eRdaF "oar annual
Net Energy during the months June, July, and August. The annual
period used for the evaluation of whether a Facility meets this
requirement will be the 12 months commencing June 1 and ending
May 31 of each
1.41 "Seasonal Hydro Facility Eligibility Test Periods"— Beginning with the
first full Ga'�ar year (June 1 - May 31) after the Operation Date,
each five (5) GaleR ar year (June 1- May 31) consecutive period. If
the term of this Agreement results in the last period not having a full
five (5) ^a' r years, then the last period will be equal to the time
from the end of the last full five (5) mar year consecutive period
and the expiration date of this Agreement.
ii. ARTICLE Ill: WARRANTIES of the ESA, as amended, deletes
existing paragraph 3.4, "Seasonal Hydro Facility Qualifications," in its entirety and
replaces it with a revised provision incorporating the following change:
3.4 Seasonal Hydro Facility Qualifications — 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)
Ga'�aT 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 reserves 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.
APPLICATION -4

iii. ARTICLE VII:PURCHASE PRICEAND METHOD OFPAYMENT of
the ESA, as amended, deletes existing paragraph 7.8, "Seasonal Hydro Facility eligibility,"
including subparagraphs 7.8.1, "Annual eligibility audits," 7.8.1.1, 7.8.1.2, and 7.8.1.3, in
their entirety and replaces them with revised versions incorporating the following
changes:
7.8 Seasonal Hydro Facility eligibility - 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 eligibility audits — On or before February July 15t" of
the year following the first full Ga�aT June 1 — May 31 year
after the Operations Date and for every Ga'�aT year
thereafter, Idaho Power will divide the total Net Energy
received from the Facility for the months of June, July, and
August by the total Net Energy received for the previous
GaIeRdaT June 1 — May 31 year to establish a percentage of
energy deliveries for the months of June, July and August.
Any reduction in energy 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.
7.8.1.1 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 Galendar year.
7.8.1.2 If this percentage is less than fifty-five percent (55%),
Idaho Power will provide notification to the project
of the Facility's failure to meet the Seasonal Hydro
Facility requirements for the previous Galendaryear
and the monthly energy payments for that previous
^a'�ar 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
APPLICATION - 5

months of the current ^a'�aT June 1 — May 31
year. If the Facility fails to meet the Seasonal Hydro
Facility requirements for the second to last^a'�ar
June 1 — May 31 year of the Contract Term, then
the monthly energy payments for the remaining
term of the contract will be priced according to the
Non-Seasonal Hydro Facility Energy Prices
specified in Appendix F.
7.8.1.3 If the Facility fails to achieve this percentage of fifty-
five percent (55%) for at least three (3) ^a'�aT
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 Energy Prices
specified in Appendix E for use in all calculations in
this Agreement for the remaining term of the
Agreement.
Modifications
8. In addition to modifying the evaluation period for the Project's eligibility for
seasonal hydro rates, the Second Amendment revises Article XXIII Modifications, which
was previously amended to include the Facility modification language previously
approved by the Commission but failed to address modifications to the ESA. As such, the
Second Amendment revises Article XXIII Modifications by adding new paragraph 23.8
following existing paragraph 23.7 as follows:
23.8 No modification to this Agreement shall be valid unless it is in writing
and signed by both Parties and subsequently approved by the
Commission.
III. MODIFIED PROCEDURE
9. Idaho 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 - 6

et seq. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to prepare and present testimony and exhibits as appropriate in
such hearing.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
10. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Megan Goicoechea Allen Energy Contracts
Donovan E. Walker Idaho Power Company
IPC Dockets 1221 West Idaho Street (83702)
1221 West Idaho Street (83702) P.O. Box 70
P.O. Box 70 Boise, Idaho 83707
Boise, Idaho 83707 energycontracts(a-),idahopower.com
[e-mail]
dwalker idahopower.com
dockets idaho power.com
V. REQUEST FOR RELIEF
11. Idaho Power respectfully requests that the Commission issue an order
approving the Second Amendment to the Energy Sales Agreement between Idaho Power
and the Seller as submitted herewith without change or condition.
Respectfully submitted this 1S' day of July, 2024.
MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company
APPLICATION - 7

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 1st day of July, 2024, 1 served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
Commission Secretary Hand Delivered
Idaho Public Utilities Commission U.S. Mail
11331 W. Chinden Blvd., Bldg No. 8 Overnight Mail
Suite 201-A (83714) FAX
PO Box 83720 FTP Site
Boise, ID 83720-0074 X Email
Courtesy CopV:
Louis Zamora - Izamora ccDtfcanal.com
Christy Davenport
Legal Administrative Assistant
APPLICATION - 8

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-23-28
IDAHO POWER COMPANY
ATTACHMENT 1

DocuSign Envelope ID:40DCD744-9B85-486C-907A-59F875156044
SECOND AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
LOWLINE #2 HYDRO PROJECT
This Second Amendment of the Energy Sales Agreement ("Second Amendment") is
effective as of this 12th day of June 2024 ("Effective Date") and is entered into by and between
Idaho Power Company, an Idaho corporation("Idaho Power"), and Lower Lowline LLC, a
limited liability company("Seller") (individually a"Party" and collectively the "Parties").
WHEREAS, Idaho Power and Seller entered into a replacement Energy Sales Agreement
("Agreement") on October 13, 2022, for the purchase and sale of energy produced by the Lowline
#2 Hydro Project ("Project"), which is a Qualifying Facility ("QF") under the Public Utility
Regulatory Policies Act of 1978 ("PURPA") located near Twin Falls, Idaho. A First Amendment
to the Agreement was executed by the Parties to: (1) revise Article XXIII Modification; and (2)
clarify the description of the Facility in Appendix B of the Agreement. The Agreement and First
Amendment were approved by the Commission on May 01, 2023 in Order No. 35767.
WHEREAS, the Agreement, as amended, determines the Project's eligibility for seasonal
hydro rates based on a calendar year, which is a concept that was recently reconsidered by the
Commission based on a request from another PURPA QF to modify the evaluation period for
determining eligibility for seasonal hydro avoided cost pricing so that each year's period would
start on June 1 and end on May 31 of the following year, a request that was approved by the
Commission on August 31, 2023, in Order No. 35908; and
WHEREAS, the Agreement, as amended, contains a provision, Article XXIII
Modification, that has recently been identified by the Commission in several other PURPA
agreements as requiring revisions to address scenarios involving potential Facility modifications;
and
WHEREAS, based on the foregoing, the Parties now desire to enter into this Second
Amendment to the Agreement to: (1) modify the evaluation period for the Project's eligibility for
seasonal hydro rates consistent with the change recently authorized by the Commission for another
PURPA QF, which is effectuated by the revisions to Articles I, III, and VII of the Agreement, as
amended, as set forth below and (2) revise Article XXIII Modification in conformity with the
language recently approved by the Commission.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be
legally bound, the Parties hereto agree as follows:
Project Number 31615126—Lowline#2 Hydro Project
Second Amendment Page 1 of 5

DocuSign Envelope ID:40DCD744-9B85-486C-907A-59F875156044
1. Incorporation of Recitals. The above-stated recitals are incorporated into and made a part of
this Agreement, as amended, by this reference to the same extent as if these recitals were set forth
in full at this point.
2. Amendments.
A. ARTICLE I.DEFINITIONS of the Agreement, as amended, is hereby revised by
deleting existing paragraphs 1.40, "Seasonal Hydro Facility," and 1.41, "Seasonal Hydro Facility
Eligibility Test Periods," in their entirety and replacing with the following:
1.40 "Seasonal Hydro Facility" — As described in Commission Order 32802, a
hydroelectric generating Facility that delivers to Idaho Power total Net
Energy of at least 55% of its annual Net Energy during the months June,
July, and August. The annual period used for the evaluation of whether a
Facility meets this requirement will be the 12 months commencing June 1
and ending May 31 of each year.
1.41 "Seasonal Hydro Facility Eligibility. Test Periods"—Beginning with the first
full year(June 1 -May 31)after the Operation Date,each five(5)year(June
1-May 31) consecutive period. If the term of this Agreement results in the
last period not having a full five (5)years,then the last period will be equal
to the time from the end of the last full five (5)year consecutive period and
the expiration date of this Agreement.
B. ARTICLE III. WARRANTIES of the Agreement, as amended, is hereby revised
by deleting existing paragraph 3.4, "Seasonal Hydro Facility Qualifications," in its entirety and
replacing with the following:
3.4 Seasonal Hydro Facility Qualifications—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) 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
reserves 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.
C. ARTICLE VII. PURCHASE PRICE AND METHOD OF PAYMENT of the
Agreement, as amended, is hereby revised by deleting existing paragraph 7.8, "Seasonal Hydro
Facility eligibility," including subparagraphs 7.8.1, "Annual eligibility audits," 7.8.1.1, 7.8.1.2,
and 7.8.1.3, in their entirety and replacing with the following:
Project Number 31615126—Lowline#2 Hydro Project
Second Amendment Page 2 of 5

DocuSign Envelope ID:40DCD744-9B85-486C-907A-59F875156044
7.8 Seasonal Hydro Facility eligibility — 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 eligibili , audits — On or before July 15th of the year
following the first full June 1 — May 31 year after the Operations
Date and for every year thereafter, Idaho Power will divide the total
Net Energy received from the Facility for the months of June, July,
and August by the total Net Energy received for the previous June 1
—May 31 year to establish a percentage of energy deliveries for the
months of June,July and August.Any reduction in energy 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.
7.8.1.1 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 year.
7.8.1.2 If this percentage is less than fifty-five percent(55%), Idaho
Power will provide notification to the project of the
Facility's failure to meet the Seasonal Hydro Facility
requirements for the previous year and the monthly energy
payments for that previous 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
June 1 — May 31 year. If the Facility fails to meet the
Seasonal Hydro Facility requirements for the second to last
June 1 —May 31 year of the Contract Term,then the monthly
energy payments for the remaining term of the contract will
be priced according to the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F.
7.8.1.3 If the Facility fails to achieve this percentage of fifty-five
percent(55%)for at least three(3)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
Project Number 31615126—Lowline#2 Hydro Project
Second Amendment Page 3 of 5

DocuSign Envelope ID:40DCD744-9B85-486C-907A-59F875156044
Hydro Facility Energy Prices specified in Appendix F will
replace the Seasonal Hydro Facility Energy Prices specified
in Appendix E for use in all calculations in this Agreement
for the remaining term of the Agreement.
D. ARTICLE XXIII. MODIFICATION of the Agreement, as amended, is hereby
modified with the addition of the following paragraph 23.8:
ARTICLE XXIII: MODIFICATIONS
23.8 No modification to this Agreement shall be valid unless it is in writing and
signed by both Parties and subsequently approved by the Commission.
3. Commission Approval. The obligations of the Parties under this Second Amendment are
subject to the Commission's approval of this Second Amendment and such approval being upheld
on appeal, if any, by a court of competent jurisdiction.
4. Effect of Amendment. Except as expressly amended by this Second Amendment, the
Agreement, as amended, shall remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this Second Amendment and not defined
herein shall have the same meaning as used in the Agreement, as amended.
6. Scope of Amendment. This Second Amendment shall be binding upon and inure to the benefit
of the Parties hereto, and their respective heirs, executors, administrators, successors, and assigns,
who are obligated to take any action which may be necessary or proper to carry out the purpose
and intent thereof.
7. Authority. Each Party represents and warrants that (i) it is validly existing and in good
standing in the state in which it is organized, (ii) it is the proper party to amend the Agreement,
and(iii) it has the requisite authority to execute this Second Amendment.
8. Counterparts. This Second Amendment may be executed in any number of counterparts,each
of which shall be deemed an original and all of which taken together shall constitute a single
instrument.
Project Number 31615126—Lowline#2 Hydro Project
Second Amendment Page 4 of 5

DocuSign Envelope ID:40DCD744-9B85-486C-907A-59F875156044
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY LOWER LOWLINE LLC
By: (t2M N. Aia . By: ('6 is ' .aAA o-
Name: Ryan Adelman Name: Louis Zamora
Title: Vice President, Power Supply Title: Project Manager
Project Number 31615126—Lowline#2 Hydro Project
Second Amendment Page 5 of 5