20120110First Amendment.pdf

1SIDA~POR~
An 10ACORP Company
DONOVAN E. WALKER
Lead Counsel
dwalkerc.idahopower.com
January 10, 2012
VIA HAND DELIVERY
Jean D.Jewell, Secretary
Idaho Public Utilties Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-10-24
IN THE MATTER OF THE APPLICA TlON OF IDAHO POWER
COMPANY FOR APPROVAL OF A FIRM ENERGY SALES
AGREEMENT FOR THE SALE AND PURCHASE OF ELECTRIC
ENERGY BETWEEN IDAHO POWER COMPANY AND ROCKLAND
WIND PROJECT, LLC
Dear Ms. Jewell:
Enclosed for filng please find an original and seven (7) copies of the First
Amendment to the Firm Energy Sales Agreement ("FESA") between Idaho Power
Company and Rockland Wind Farm LLC ("Rockland"). The Amendment corrects a
clerical error in which Rockland's legal name was incorrectly identified in the FESA filed
with the Idaho Public Utilities Commission.
If you have any questions about the enclosed Amendment, please do not
hesitate to contact me.
Very truly yours,
Donovan E. Walker
DEW:csb
Enclosures
cc: Lindsay Whitney - w/encl. (via e-mail and U.S. Mail)
Randy Allphin - w/encl. (via e-mail)
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, 10 83707
*'IDA~PC~
An IDACORP company 12: 5~~
IPCCMNo.:
FIRST AMENDMENT
TO THE FIR ENERGY SALES AGREEMENT BETWEEN
IDAHO POWER COMPANY AN ROCKLAND WI FAR LLC
THIS FIRST AMENDMENT to the Fir Energy Sales Agreement ("FE SA") Between
Idao Power Company and Rockland Wind Far LLC (this "First Amendment") is entered into
by and between IDAHO POWER COMPAN ("IPC") AN ROCKLAN WIN FAR LLC
("Rockland"), to be effective as of the 29th day of December, 2011 ("Effective Date"). IPC and
Rockland are sometimes collectively referred to herein as the "Paries."
RECITALS
WHEREAS, IPC and Rockland previously entered into the FESA for the Puchase of
electnc energy, dated September 3,2010, the same being approved by the Idaho Public Utilities
Commssion on Order No. 32125, dated November 24,2010, Case No. IPC-E-I0-24;
WHEREAS, since the effective date of the Agreement, it has come to the Parties'
attention that the Commission approved FE SA contains a clencal mistake in that Rockland's
legal name was mistakenly included as "Rockland Wind Project LLC" instead of its correct name
of "Rockland Wind Far LLC." Attached hereto is a statement by Rockland regarding its correct
legal name with supporting documentation as well as an executed Certification of Authonty for
Agents executed on behalf of Rockland Wind Far LLC;
WHEREAS, the Paries now desire to formally correct this clencal mistae in the FESA
by executing this First Amendment to the FESA.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual covenants and provisions set
forth in this Amendment, and other good and valuable consideration, the receipt of which is
hereby acknowledged, the Paries, intending to be legally bound, agree as follows:
1. Recitals. The Parties acknowledge and agree as to the accurcy of the Recitals
set forth above, and such Recitals are incorporated herein by reference.
2. Amendment to Agreement. The Paries hereby agree to Amend the FESA
wherein every reference to "Rockland Wind Project LLC" in the FESA shall hereby be changed
to "Rockland Wind Far LLC" and every such reference in the FE SA to the "Seller" shall be a
reference to "Rockland Wind Far LLC."
3. No Other Amendments. Except as expressly set forth herein, nothing in this
First Amendment shall be construed to amend, modify, or alter any term, condition, nght, or
obligation set forth in the FESA or in any way affect its enforceabilty. The FE SA as amended by
ths First Amendment is in full force and effect and is hereby in all respects ratified and
1
confired. References in the FESA to ''this Agreement" and to words such as "herein,"
"hereinafter," "hereof," "hereunder," and any words of similar import shall refer to the FESA as
amended by this First Amendment.
4. Miscellaneous. To the extent of any conflict between this First Amendment and
the FESA, this First Amendment shall control. Ths Firt Amendment and the FESA constitute the
ful and entire undertading and agrent betwee the Pares with regard to the subjects set fort
in the FESA and ths Firt Amendment and superedes all pnor agreeents and undertadigs
related thereto. Neither ths Firt Amendment nor any ter in ths Firt Amendment may be
amended, waived, dischaged, or termated other than by a wntten instrent signed by the Paries
hereto. Ths First Amendment shall be bindig upon and inur to the benefit of the successors and
assign of the Paries hereto.
IN WITNSS WHEREOF, the Paries hereto have entered into this First Amendment
effective as of the Effective Date.
ROCKLAND WI FAR LLC
sJ:2=
Li()ftQ~ Wn;lntj
Pnnted Name of Signor
Corpomte Control \U
Title of Signor
2
CICRTlFICATIONOli AUTHORITY FOR AGICNTS
I, Dennis Meany, the duly authorize and appointed President of Røêkland WindFai LLC
("Company"), :i13yitEPRESENT~ WAR~ AND CERTIFY to Idaho Power Compay that the
following are RlJthorized and empowered, for and on behalf øf the Coinpany, to execute instniønts,
agreements, cerificates, and otlerdocuments (collvely "Documents~~) and totakeactionáon behalf of
the Company, and that Idaho Power Company and its directors, offcers, employees~andagts are
entitled to consider and deal with such persons as agents of the Company for aU purpOSes, until slJch tie
as an authorized offcer of the Company shaU have delivered to IdaboPower Company anotiee in writìng
stating that such person is and shaU not longør be anagt on behalf of the CQtnpany. Any DoCUents
executed by suclipersons shall be deemed dulyautliori by the Company for all plJtpo8Øs.
Name of Company:~oèkland Wind Farm LLC
Nálfe ofPriect(s):_Rockland Wind Prject
Name Title
_ Denn.ts.Meany _Preident
Matt Ordway _ VP of Finanee
Lindsay Whitney _Corporae ControIJer
IN WITNESS WHREF, I have hereunto signed my name tbis 13tb day ofDeeember~ 2011.
Title: President
I. Lindsay Whitney. Controller, HERBBY CERTIFY. that D.ennis Meany is the duty elected
and acting Preident ofthe Company and that the signature appearing above is his/her signature..
IN WITESS WHREOF. I have hereimto signed iny name this 13th dåy of December. 201 1.
¿T7j
Print Name: _Lindsay Whitney
Title: _Controller
(l26.DO; 1)
RIDGEllNE
ENERGY
Lindsay Whitney
Controller
425.985.1324
IwhitneyGrl-en.com
December 14, 2011
Randy Allphin
Idaho Power Company
1221 West Idaho
P.0.80x70
Boise, 1083707
RE: Contracting Party for Firm Energy Sales Agreement between Idaho Power Company and Rockland
Wind Project LLC
Hello,
It has come to our attention that the 8/31/2010 Firm Energ Sales Agreement between Idaho Power
COmpany and RocklandWind Project llC specified anlicorrectcontracting party. Instead of IîRockland
Wind Project llC", the contracting party listed shOUld be "Roc:klandWind Farm iiC". All other terms to
the agreement are accurate.
RoCidand Wind Project .LlC is not, and has never been, a legal entity. This party title was populated in
error Within the agreement. the intent by the Rockland entity was to designate a contracting part ås
"Rockland Wind Farm llC."
As documentation supporting that the contracting party should be designated as "Rockland Wind Farm
llCIl, please find attached the Certificate of Formation for Rockland Wind Farm llC. Please aiso find
attached an excerpt from the Generator Interconnection Agreement with Idaho Power Company, which
designates "Rockland Wind Farm llC' as the contracting part for the Rockland entity.
Best regards,¿;7
lindsay Whitney
1300 N. NorthlakeWay,2tid Floor r Seattle, WA 198103
T:(425) 455, 9014 I F: (206) 508.738
ww.ridgeiineenargy.com G)veOLIA· ... ENVIAONNeMENT
Ðefaware 'ASS i
Øi !Frst .state
.,-
IE,. i1SJ1Jf't .". Stlr.C1IC, siieøitør 011 SJlAø OJ1ir. .,AROll '
l'~~t m- ílr Cllfl/iin J~".rl1øCi¡0~", Zl1 birY. .
JfIl¡) t11t w. J'"" O~"1I Sl'A!I1f oR' .t~ .Jl ZS zt f.p
IJI'ZNø ll 1I A MQ. 1llsØR/I I/ JIM AS 'ttd .c:.1()n! dIs
tJ6':tt1 SIlft,.AS øJ!f:1l Øfr-s...1l1l DA DJ' QJlf, ...c.. IØXO.
JlD:t IX. R.PSi- irit.. CBlltl'flll!I 1'. IUAr,... llin
SS_Min llO bAltll.
"
.'
SØ/J01l14fJ3(JO
iO()(J1'fR3:C1l4Iftl..lf.~~:It£'"
AlP
..:()J-27-i,
... ",. .... ,.". ..~..
Idaho Power Company
LP.U.C.. No. 29. Tariff No. 101
Generator Interconnection Agreement 1# 293
Page 1of9
This Generator Interco.nnection Agreement (QAgreement') under. Idaho ... Po~~rO any's
Scn,edtile 72 is efective as of the 20th day of December, 2010 betweenR~lø/.r\. .."tl,O.t
;f$~t)r "Ihe Projeot') and Idaho Power Company - Delivery (QComp.any", or "Transmission
OWner).
RECITALS
A. Seller will own or operate a Generation Faaility that qualifies for se1V under Idaho
Power's Commissioh~apptoved SCheduie 72 ahd any successor schedule.
B. The Generation Facility covered by this Agreement is moreparticulaJty qesoribød in
Attachment 1.
AGREEMENTS
1. Capitalized Ters
Capitalized terms used herein shall have the same meanings as defined in Scheduie 72 or ìf the body
of this Agreement.
2. Terms and Conditons
This Agreement and Schedule 72 proviqe tie rates. charges, terms ønd conditions under Which the
Seller's Generation Facility will intercnneèt with, andopetate in parallel With,the Company's
transmission/distribution system. Terms defined ih Schedule 72 will have the same define meaninfJ in
this Agreement. If there is any conflct betwn the terms of this Agreement and Sohedule72,
Schedule 72 shall prevaiL.
3. This Agreement is not an agreement to purchase SeUer's po.wer.
Purchase of Sellers power and other seivicesthat Sefler may require will be oovered under separate
agreements. Nothing in this Agreement is intended to affect any other agreement between the
Compøny and Seller.
4. Attachments
Attched to this Agreement and inoluded by reference are the following:
Attachment 1 - Desoitption and Costs of the Generation Facility,. Interonnection
Facilities. and Metefing Equipment.
Attchment 2 - One-line Diagram Depicting the Generation Facility. Intercnnection
Facilities, Metering Equipment and Upgrades.
Attachment 3 - Milestones For Interconnecting the Generation .Facility.
Attachment 4 ~ Additional Operating Requirements for the Company's Transmission
System Needed to support the seller's Generation Faoility.
Attachment 5 - Reactive Power.
Attachment 6 - Description of Upgrades required to integrate the Generation Facility and
Best Estimate of Upgrade Costs.
5. Effctive Date, Term. Termination and Disconnection.
Page 1 of6
From:
sent:
To:
Cc:
Subject:
Lindsay Whitney (Iwhitney(grl-en.com)
Thursday, December 29, 201112:56 PM
Allphin, Randy; Snyder, Carlene
Dennis Meany; Walker, Donovan
RE: Rockland Wind Farm - FESA Amendment
Randy,
We approve the draft FESA amendment. Please provide a final form for execution.
Thanks,
Lindsay
From: Allphin, Randy (mailto:RAllphinl9idahooower.com)
Sent: Thursday, December 29,2011 11:37 AM
To: Lindsay Whitney; Snyder, Carlene
Cc: Dennis Meany; Walker, Donovan
Subjec: RE: Rockland Wind Farm - FESA Amendment
Lindsay-
Attached is a draft amendment we would propose that we execute to resolve this matter. As this is a change to
the previously commission approved agreement we will need to file this amendment with the commission. Our
intent is to file it at the commission to include with the contract on file. If the commission requests something
additional we would be in contact with you as soon as we are aware.
Please review and provide any comments back to me, once I get your comments and/or approval I wil prepare a
final form for execution by both parties.
Rand
From: Lindsay Whitney (mailto:lwhitneYl9rl-en.com)
Sent: Wednesday, December 28, 2011 4:44 PM
To: Snyder, Carlene; Allphin, Randy
Cc: Dennis Meany
Subject: Rockland Wind Farm - FESA Amendment
Importnce: High
Randy and Carlene,
Please provide an update on the FESA amendment at your earliest convenience. Several financing deliverables
are pending this amendment so I appreciate anything you are able to do, to have this amendment processed as
soon as possible.
Thanks,
Lindsay
fie://\\hilo\cogen\Randy CSPP files\Contract Administration\Ridgeline - Rockland wind pr... 1/3/2012
Page 2 of6
Lindsay Whitney
Controller
Ridgeline Energy LLC
1300 N Northlake Way, 2nd floor, seattle WA 98103
tel. [phone]. mobile [phone]. fax [phone]
Iwhitneyt2 rl-en.com
www.ridgelineenergy.com
From: Lindsay Whitney
Sent: Friday, December 23, 2011 12:23 PM
To: 'Allphin, Randy'
Subjec: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Hi Randy,
Do you yet have an update from the attorneys regarding the FESA amendment to correct the project company
name to Rockland Wind Farm LLC? Please let me know the expected timing for this amendment to be
processed. We are hoping to receive the updated COD letter (dependent on the FESA amendment) as soon as
possible.
Have a wonderful Christmas.
Kind regards,
Lindsay
Lindsay Whitney
Controller
Ridgeline Energy LLC
1300 N Northlake Way, 2nd floor, Seattle WA 98103
tel. [phone] · mobile [phone] . fax [phone]
Iwhitneyt2rl-en.com
www.ridgelineenergy.com
(IVEOLIAENAONEMeN
Ridgeline Energy, LLC is a subsidiary of Veolia Environnement, SA, the world leader in environmental services.
This message may be confidentiaL. If you believe that it has been sent to you in error, please reply to the sender that you have received the message in
error and delete the message from your system.
From: Lindsay Whitney
Sent: Monday, December 19, 2011 10:45 AM
To: Allphin, Randy
Subjec: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Thanks, Randy. I look forward to your update, once you hear from your attorneys.
Regards,
Lindsay
fie://\\hilo\cogen\Randy CSPP fies\Contract Administration\Ridgeline - Rockland wind pr... 1/3/2012
Page 3 of6
From: Allphin, Randy (mailto:RAllphin(gidahopower.com)
Sent: saturday, December 17, 2011 6:34 AM
To: Lindsay Whitney
Cc: Christensen, Kent; Joan Hutchinson; Dennis Meany
Subjec: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Thank you everyone,
I will look into the project name amendments first thing Monday morning, i know our attorneys were working
on it but I am not sure the status.
Randy
From: Lindsay Whitney (mailto:lwhitney(grl-en.com)
Sent: Friday, December 16, 2011 4:45 PM
To: Allphin, Randy
Cc: Christensen, Kent; Joan Hutchinson; Dennis Meany
Subjec: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Hi Randy,
Thanks to you and Kent for getting back to me promptly on this and expediting the payment.
We accept a 15 day processing time, in lieu of the existing FESA contract specification of 10 days.
Regarding the FESA amendment to correct the project company name to Rockland Wind Farm LLC, can you
please let me know the expected timing for this amendment to be processed? We are hoping to receive the
updated COD letter (dependent on the FESA amendment) as soon as possible.
Thanks,
Lindsay
Lindsay Whitney
Controller
Ridgeline Energ LLC
1300 N Northlake Way, 2nd floor, Seatte WA 98103
tel. [phone] · mobile [phone] · fax [phone]
Iwhitneyt2rl-en.com
www.ridgelineenergy.com
From: Allphin, Randy rmailto:RAllphin(gidahopower.com)
Sent: Friday, December 16, 2011 6:38 AM
To: Lindsay Whitney
Cc: Christensen, Kent; Joan Hutchinson; Dennis Meany
Subjec: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Lindsay - My name is Randy Allphin, i administer the purchase power agreements for Idaho Power. I was the
primary Idaho Power negotiator on the Rockland agreement.
Kent called me this morning and advised me of your e-mail.this 10 day payment process caught us both by
surprise, as our routine language in the other 120 contracts we have provides for a payment processing time of
30 days.
fie://\\hilo\cogen\Randy CSPP riles\Contract Administration\Rdgeline - Rockland wind pr... 1/3/2012
Page 4 of6
Upon review, I do not dispute that section 7.5 ofthe FESA specifies that payment will be made within 10 days.
Kent is working with our accounts payable group to expedite the current payment to you ASAP. i will have Kent
contact you as soon as he has information on when the payment will be sent out.
We apologize for this oversight.
Processing going forward - As you can appreciate, there are many internal processes and routines that have to
be completed to send out these payments. A 10 day processing time can at times be very difficult for us to
complete. Could the project consider allowing Idaho Power a 15 day processing time?
Your consideration of this request would be greatly appreciated.
Randy Allphin
Idaho Power Company
208-388-2614
From: Lindsay Whitney (mailto:lwhitney(§rl-en.com)
Sent: Thursday, December 15, 2011 8:41 PM
To: Olristensen, Kent
Cc: Jeremy Green
Subject: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Hi Kent,
My understanding from Section 7.5 of the FESA was that Idaho Power would disburse payment, and provide
details of how the payment amount was derived, within 10 days of the date which IP receives the Monthly
Power Production and Availabilty Report. Since we provided the Report on 12/5, I was expecting to see the
payment and documentation by today, but I haven't seen it yet. Can you please let me know if my
understanding of the FESA is incorrect?
Thanks,
Lindsay
From: Christensen, Kent (mailto:KChristensemIDidahooower.com)
sent: Tuesday, December 06, 2011 5:56 AM
To: Lindsay Whitney
Cc: Jeremy Green
Subject: RE: Rockland Wind Farm- Monthly Power Production and Availabilty Report
Lindsay,
The way you filled this out is fine. All you need to do is record the gross generation and the station
fie://\\hilo\cogen\Randy CSPP fies\Contract Administration\Ridgeline - Rockland wind pr... 1/3/2012
Page 5 of6
usage on the "kWh for the Month" line. Since the project is paid on a time-of-day rate, we wil use our meter
data to calculate the payment. The energy values you send in will then become a check on our data.
Thanks,
Kent
R Kent Christensen I Accountant I Operations Accounting I Idaho Power Company
1221 W. Idaho, Boise, 10 83702 I .[phone] I I: kentchristensen~idahopower.com
From: Lindsay Whitney (mailto:lwhitney(Qrl-en.com)
Sent: Monday, Deæmber OS, 2011 4:58 PM
To: Christensen, Kent
Cc: Jeremy Green
Subject: Rocland Wind Farm- Monthly Power Production and Availabilty Report
Hi Kent,
Attached please find Rockland Wind Farm's Monthly Power Production and Availability Report for November
2011. As I said in my voicemail earlier today, we do not have the meter numbers associated with our net facility
output and station usage. Is this something you can provide?
Please let me know if you have any questions on the attached report.
Thanks,
Lindsay
Lindsay Whitney
Controller
Ridgeline Energ LLC
1300 N Northlake Way, 2nd floor, Seattle WA 98103
tel. [phone] · mobile [phone] · fax [phone]
IwhitneylSrl-en.com
www.ridgelineenergy.com
(iVEOLIA· ENVAONEMENT
Ridgeline Energy, LLC is a subsidiary of Veolia Environnement, SA, the world leader in environmental services.
This message may be confidential. If you believe that it has been sent to you in error, please reply to the sender that you have received the message in
error and delete the message from your system.
.~
This tranmission may contain information that is privileged, confidential and/or exempt from disclosure under applicable law. If you are not the intended recipient,
you are hereby notified that any disclosure, copying, distrbution, or use of the information contained herin (including any reliance thereon) is STRICTLY
PROHIBITED. If you received this trasmission in err, please immediately contact the sender and destroy the materal in its entirety, whether in electronic or hard
copy format. Thank you.
fie://\\hilo\cogen\Randy CSPP files\Contract Administration\Rdgeline - Rockland wind pr... 1/3/2012