20150416Termination Letter.pdf

DONOVAN E. WALKER
Lead Counsel
dwal ker@i dahopower. com
April 15,2015
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Gommission
472 West Washington Street
Boise, ldaho 83702
Re: Energy Sales Agreements Terminations
Gase No. IPC-E-14-28, Clark Solar 1, LLC
Case No. IPC-E-14-29, Clark Solar 2, LLC
Case No. IPC-E-14-30, Clark Solar 3, LLC
Gase No. IPC-E-14-31, Clark Solar 4, LLC
Dear Ms. Jewell:
On Apri! 6,2015, ldaho Power Company ("ldaho Powe/') terminated the Public
Utility Regulatory Policies Act of 1978 ('PURPA") Energy Sales Agreements ("ESAs")
with each of the above-referenced PURPA qualifying facilities ('QF'). Each of the
referenced QF ESAs was approved by the ldaho Public Utilities Commission
("Commission") by Order, as noted in the table below.
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Date of Order
01/08/15
01/08/15
01/08/15
01lo8l15
Project
Clark Solar 1, LLC
Clark Solar 2, LLC
Clark Solar 3, LLC
CIark Solar 4, LLC
Case Number
tPc-E-14-28
lPc-E-14-29
lPc-E-14-30
!PC-E-14-31
Order Number
Order No. 33208
Order No. 33209
Order No. 33204
Order No. 33205
Enatas to Order Nos. 33208 and 33209 were issued on January 9, 2015.
The ESAs require that a Security Deposit be posted within 30 days of final non-
appealable Commission orders approving the ESAs. The required Security Deposits
were not paid, and ldaho Power provided Notice of Default and Material Breach on
March 2,2015. Subsequently, ldaho Power and the projects' developer, lntermountain
Energy Partnerc, LLC, entered into an agreement (attached hereto as Attachment 1)
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
Jean D. Jewell
April 15,2015
Page 2 of 2
setting forth the agreed to provisions by which the projects were to cure the Material
Breach of the ESAs. The Security Deposits were not so posted for the above-
referenced Clark Solar projects; thus, the associated ESAs were terminated as of April
6, 2015. The Security Deposits for the Mountain Home Solar and Pocatello Solar
projects were paid according to this agreement and thus were not terminated.
To keep the Commission apprised of these terminations, ldaho Power has
enclosed an original and four (4) courtesy copies of this letter and its attachment for
your convenience. Please contact me if you have any comments, questions, or
concems.
DEW:csb
Enclosurescc: Dean J. Miller (w/encl.) - via e-mail
Rick Sterling (w/encl.) - via e-mail
Donald L. Howell, ll (w/encl.) - via e-mail
onovan E. Walker
ATTACHMENT 1
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OONOVAT{ E. WALKER
Lced Gounrl
dwalkcnDld ahoomcr.com
March 17,2015
[e-mail]
Dean J. MIller
McDevitt & Miller LLP
42OW. Bannock Street
P.O. Box 2564-83701
Boise, ldatp 83702
VIA ELECTRONIC UAIL
Re: Security Deposits - Mountain Home Solar 1, Pocatello Solar 1, Clark
Solar 1, Clark Solar 2, Clark Solar 3, Clark Solar 4.
Joe:
ldaho Power is in receipt of the memo from Mark van Gulik dated March 17,
2015, rcgarding the specific arangements being pursued by lntermountain Energy
Partners ("lEP") to cure the material breach of the Energy Sales Agreements ('ESA') for
each of the above referenced solar projects 'as expeditiously as possible."
ldaho Power will accept your proposed schedule of events outlined ln your March
'17, 2015, memo wtrich outlines activitles starting today to secure the necessary
deposits and continuing through the stated deadlines of March 31, 2015, for Mountain
Home Solar and Pocatello Solar- and April 3, 2015, for Clark Solar 1 through 4.
ldaho Power will further accept the proposal of a "Non-Appealable" agreement
and provlslon that ff the deposits are not pakl ln accordance with these dates, that the
Energy Sales Agreements will immediately termlnate, and that IEP will not contest the
termination at the ldaho Publlc Utilities Commission, or elsewhere. Because of the
shortness of time before tomonoWs ESA termination deadline, please let this letter
serve as both parties'written acknowledgement of this agreement:
Consequently, both ldaho Power Company and lntermountain Energy Partners
hereby agree that the final and definitive deadline with which lEP is to cure the material
breach of the ESAs for each of the above referenced solar projects under contract with
ldaho Power is March 31, 2015, for Mountain Home Solar and Pocatello Solar - and
April 3, 2015, for CIark Solar 1 through 4, as set forth in lEPs March 17, 2015, memo,
incorporated herein by this reference.
IEP shall cause the approprlate amount of security deposit, as referenced in
each project's respective ESA, as well as in ldaho Powe/s March 2,2015, Notice of
'122t w idaho 5r (8t702)
PO 8or 70
goise. lO 83707
Dean J. Mlller
March 17,2015
Page2ol2
Default Material Breach - and ldaho Powe/s March 4, 2015, Notice to Terminate, to
be posted on or before 5:00 p.m., mountain time, on Tuesday, March 31, 2015, for the
Mountain Home Solar and Pocatello Solar projects - and on or before April 3, 2015, for
Clark Solar 1, Clark Solar 2, Clark Solar 3, and Clark Solar 4. lf the required security
deposit is not paid by these deadlines, then each assoclated ESA will immediately
terminate. IEP wlll accept said termlnatlon and shall not contest said termination in any
manner what-so-ever, either in law or equity, before the ldaho Public Utilities
Commission or any otherforum. ldaho Power understands from IEP's March 17, 2015,
memo, and from its conversations with Mr. van Gulik, and Mr. Miller, that the required
securlty wlll be posted in cash. lf an altemative method is utilized (i.e., lette(s) of creditor parent guarantees) then the necessary anangements and approvals of such
altemative methods must be completed on or before the deadline, or the deadline shall
be deemed to have NOT been met.
lf this ls agreeable, please execute this letter below and retum a signed copy
back to me.
ldaho Power Company
Agreed to and Accepted by, on behalf of lntermountain Energy Partners:
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DEW:csb
cc:
novan E. Walker
Printed Name)