20130320Motion to Amend.pdf

ME 1 :
An IDACORP Company
....................... PM t: 06
DONOVAN E. WALKER
Lead Counsel UTIUTIES JMMtSS:iUt
dwalker(idahopower.com
March 20, 2013
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-13-07
Clark Canyon Hydro, LLC - Idaho Power Company's Motion to Amend Firm
Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing in the above matter are an original and seven (7) copies of Idaho
Power Company's Motion to Amend Firm Energy Sales Agreement.
Very tru yours,
Donovan E. Walker
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
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]
dwalkercidahopower.com
20I3MAR20 PM 14:05
COE
:
Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE AMENDMENT TO
THE FIRM ENERGY SALES AGREEMENT ) CASE NO. IPC-E-13-07
BETWEEN IDAHO POWER COMPANY )
AND CLARK CANYON HYDRO, LLC. ) IDAHO POWER COMPANY'S
) MOTION TO AMEND FIRM
) ENERGY SALES AGREEMENT
I. MOTION
Idaho Power Company ("Idaho Power" or "Company") hereby moves the Idaho
Public Utilities Commission ("Commission") pursuant to Idaho Code § 61-502, RP 56,
and RP 274 for an Order approving the First Amendment to Firm Energy Sales
Agreement ("Amendment" or "First Amendment") executed between Idaho Power and
Clark Canyon Hydro, LLC ("Clark Canyon"). The Amendment provides for a revised
First Energy and Scheduled Operation Date, a right of first refusal to purchase the
project, the payment of Delay Liquidated Damages, and the continued maintenance of
Delay Damage Security. This Motion is based on the following:
IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY SALES AGREEMENT -1
II. BACKGROUND
1.On May 20, 2011, Idaho Power and Clark Canyon entered into a Firm
Energy Sales Agreement ("FESA") pursuant to the Public Utility Regulatory Policies Act
of 1978, which provides that Clark Canyon own, operate, and maintain a 4.7 megawatt
hydroelectric generating facility ("Facility") to be located near Dillon, Montana, and that
Idaho Power will buy electric energy produced by the Facility. On July 19, 2011, the
Commission approved the FESA. Order No. 32294, Case No. IPC-E-1 1-09.
2.The FESA contains a Scheduled First Energy Date of November 1, 2012,
and a Scheduled Operation Date of March 31, 2013. The FESA also contains
provisions for the posting of Delay Security within 30 days of Commission approval of
the FESA and the payment of Delay Liquidated Damages if the project does not obtain
its Operation Date within 90 days of its Scheduled Operation Date.
III. THE AMENDMENT
3.On or around December 11, 2012, Clark Canyon requested an extension
of the First Energy and Scheduled Operation Dates contained in the FESA. On March
14, 2013, Idaho Power and Clark Canyon executed the First Amendment to the FESA,
attached hereto, in which the parties agreed to amend the FESA with the following
provisions:
a.Extending the Scheduled First Energy Date of November 1, 2012,
to November 30, 2013, and extending the Scheduled Operation Date of March 31,
2013, to December 31, 2013;
b.Adding a provision granting Idaho Power a first right of purchase
should the Facility be sold; and
IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY SALES AGREEMENT -2
C. Providing for the payment of Delay Liquidated Damages and the
continued maintenance of Delay Damage Security.
4.The Amendment is a fair and equitable resolution to this matter, and is in
the public interest. The avoided cost rates contained in Clark Canyon's FESA are
substantially similar to the avoided cost rates the project would receive in a new
contract today. In addition, Idaho Power and its customers receive half of the
Renewable Energy Credits associated with the project with the current FESA. The
Amendment provides that Clark Canyon will pay $211,500 (the Delay Liquidated
Damages amount from the FESA) to Idaho Power and its customers. Additionally,
Clark Canyon will maintain the posting of liquid financial security in the amount of
$211,500 ($45 times 4,700 kilowatts nameplate capacity) as specified in the FESA as
Delay Damage Security with an expiration no sooner than April 30, 2014. Clark Canyon
is current with the payment and process of its Generator Interconnection Agreement,
and Idaho Power's construction of the interconnection facilities it is responsible for
constructing is on schedule to be completed in November 2013.
5.The First Amendment contains a provision stating that all terms and
conditions of the Amendment are subject to approval by this Commission and that only
after such approval, without material change or modification, has been received shall
the Amendment be valid and effective.
6.The First Amendment is a fair and equitable resolution to this matter, and
is in the public interest. Idaho Power respectfully requests that the Commission grant
this Motion and approve the First Amendment in its entirety, without material change or
condition, pursuant to RP 274.
IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY SALES AGREEMENT -3
IV. PROCEDURE
7.Pursuant to RP 274, the Commission has discretion to determine the
manner with which it considers a proposed settlement. In this matter, the two parties to
the FESA have reached agreement on revisions to the FESA. The Amendment is
reasonable and in the public interest. The parties request that the Commission approve
the Amendment without further proceedings.
8.In the alternative, should the Commission determine that further
proceedings are required to consider the Amendment, pursuant to RP 201, the parties
believe the public interest does not require a hearing to consider the issues presented
by this Motion and request it be processed as expeditiously as possible by Modified
Procedure.
V. REQUESTED RELIEF
NOW, THEREFORE, Idaho Power respectfully requests that the Commission
enter its Order approving the Amendment without material change or condition, and
without further proceedings.
Respectfully submitted this 20 th day of March 2013.
1-1SONOVAN E. WALKER
Attorney for Idaho Power Company
IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY SALES AGREEMENT -4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 20th day of March 2013 I served a true and
correct copy of IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY
SALES AGREEMENT upon the following named parties by the method indicated below,
and addressed to the following:
Clark Canyon, LLC
Kim L. Johnson
Executive Vice President, Business
Development
Clark Canyon Hydro, LLC
do Symbiotics, LLC
2000 South Ocean Boulevard #703
DeIRay Beach, Florida 33438
Hand Delivered
X U.S. Mail
Overnight Mail
FAX
X Email kim.johnsonriverbankpower.com
Peter Clermont, Director Hand Delivered
Aquila Infrastructure Management Inc. U.S. Mail
Overnight Mail
FAX
X Email pclermonttheaguilairoup.com
ta
Christa Bearry, Legal Assistant
IDAHO POWER COMPANY'S MOTION TO AMEND FIRM ENERGY SALES AGREEMENT -5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-13-07
IDAHO POWER COMPANY
ATTACHMENT 1
Idaho Power Facility No. 41455600
Project: Clark Canyon Hydroelectric
FIRST AMENDMENT TO
FIRM ENERGY SALES AGREEMENT
This First Amendment is to that certain Firm Energy Sales Agreement ("FESA") entered
into on May 20th 2011, between CLARK CANYON HYDRO, LLC ("Seller") and IDAHO
POWER COMPANY ("Idaho Power") for the Clark Canyon Hydroelectric generation project
("Facility"). Capitalized terms used herein and not otherwise defined shall have the meanings set
forth in the FESA.
WITNESSETH:
WHEREAS, the FESA was approved by the Idaho Public Utilities Commission
("Commission") on July 19th 2011, in Order No. 32294; and
WHEREAS, the parties desire to amend the FESA to: (A) revise the Scheduled First Energy
Date and the Scheduled Operation Date; and (B) add additional language to the Agreement
providing Idaho Power certain rights to purchase this Facility; and (C) provide for collection of
Delay Liquidated Damages and require the posting of additional, or maintenance of the presently
posted, Delay Security.
NOW THEREFORE, Idaho Power and Seller agree to amend the FESA as follows:
A.The Parties agree to amend the following existing provisions of the FESA:
The Seller selected Scheduled First Energy Date of November 1, 2012, as
contained in Appendix B, item B-3 is revised to be November 30, 2013.
2. The Seller selected Scheduled Operation Date of March 31, 2013, as
contained in Appendix B, item B-3 is revised to be December 31, 2013.
B.The Parties agree to add the following additional provisions to Article 26 of the FESA:
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V/f C
26.2 At any time after the effective date of the First Amendment to this FESA, through
the full term of this FESA, and for a period extending 120 days after expiration or
termination of this FESA, if the Seller elects to sell any portion of its ownership
interest in this Facility, Idaho Power shall be given first rights to purchase this
Facility at a cost not to exceed the prevailing market value of the Facility and free of
any debt or encumbrances. If the parties disagree as to what the prevailing market
value of the Facility is, at Seller's expense an independent 3rd party agreed to by both
parties will be contracted with to determine the prevailing market value. Within 60
days of Idaho Power and the Seller agreeing to the prevailing market value of this
Facility, Idaho Power will notify the Seller of its intent to continue purchase
discussions or notify the Seller of its intent to not pursue purchasing this Facility.
Only after Idaho Power has notified the Seller of its intention not to proceed with this
purchase may the Seller sell this Facility to another party. If during the period of
time when Idaho Power has right of first offer, this Facility is offered for sale by the
current Seller or any future owners of this Facility, this process of offering Idaho
Power first right of purchase shall be repeated.
26.3 If the rights granted in paragraph 26.2 are exercised, prior to or concurrently with the
closing of the sale of the Facility to Idaho Power, the Seller shall discharge any
encumbrances or outstanding debt against the Facility.
C. The Parties agree to the following additional terms and conditions as part of this
Amendment to their Firm Energy Sales Agreement:
Within 5 business days of both parties signing this Amendment and prior to Idaho
Power filing this Amendment at the Idaho Public Utilities Commission (IPUC)
seeking approval of this Amendment, the Seller will pay to Idaho Power $211,500 in
Delay Liquidated Damages ($45 times 4,700 kW nameplate rating) and either
provide additional liquid financial security in the amount of $211,500 in a form
acceptable to Idaho Power as specified within the FESA or maintain the presently
posted liquid security. The expiration date of either of these liquid security
instruments shall be no sooner than April 30, 2014. This amount will, be held as
Delay Damage Security pursuant to Article 5.8 of the FESA.
2.Within 10 business days of the execution of this Amendment by both parties, Idaho
Power will file this Amendment with the IPUC seeking approval of this Amendment.
3.All terms and conditions of this Agreement are subject to approval by the IPUC.
Only after such approval, without material change or modification, has been received
from the IPUC shall this Amendment be considered to be valid and effective.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed in
their respective names on the dates set forth below:
Page 2of3
Idaho Power Company
By
,4.So, A,
isa A Grow Sr. Vice President, Power Supply
Dated
Clark Canyon Hydro, LLC
By
,PC-7-6W atePVOAIT
TY1(2D SQV4roiy
Dated
"Idaho Power" "Seller"
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