20141125Application.pdf

DONOVAN E. WALKER
Lead Counsel
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An TDACORP Company
of Firm Energy Sales
and seven (7)
Energy Sales
November 25,2014
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-40
Idaho Power Company's Application for Approval
AgreementAmendments
Dear Ms. Jewell:
Enclosed for filing in the above matter please find an
copies of ldaho Power Company's Application for Apprcval
AgreementAmendments.
DEW:csb
Enclosures
original
of Firm
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwal ker@ id ahopower. co m
Attorney for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF THE
AMENDMENTS TO VARIOUS FIRM
ENERGY SALES AGREEMENTS
REGARDING THE MID.C MARKET INDEX.
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CASE NO. IPC-E-14-40
APPLICATION FOR APPROVAL
OF FIRM ENERGY SALES
AGREEMENT AMENDMENTS
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Idaho Power Company ("ldaho Powe/'), in accordance with RP 52 and the
applicable provisions of the Public Utility Regulatory Policies Act of 1978 ('PURPA'),
hereby respectfully applies to the ldaho Public Utilities Commission ("Commission") for
an order approving amendments ("Amendments") to various Firm Energy Sales
Agreements ("FESA") between ldaho Power and PURPA qualifying facilities ("QF").
These Amendments are virtually identical, and cover the same issue as those submitted
and approved as part of the settlement stipulation ("Stipulation") in
Case No. IPC-E-13-25, and the First Amendment to the FESA between ldaho Power
and United Materials of Great Falls, Inc., Case No. IPC-E-14-21.
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. ldaho Power has executed three individual amendments to existing
FESAs with three different PURPA QFs. The Amendments are attached hereto as
Attachments 1 through 3 as indicated below. The below table lists the applicable QF
party as well as the Commission case number in which each FESA was approved:
2. The FESAs contain 90/110 firmness requirements that apply a "Market
Energy Cost" and/or "Mid-Columbia Market Energy Cost" price to energy deliveries that
do not meet the 90/110 requirements. The FESAs define the Market Energy Cost with
reference to the Dow Jones Mid-Columbia lndex prices for non-firm energy. The FESA
provisions for Surplus Energy and the Market Energy Cost generally correlate to ldaho
Powe/s Schedule 86, Cogeneration and Small Power Production Non-Firm Energy.
3. The Dow Jones Mid-Columbia lndex was discontinued by the publisher as
of October 2013. Case No. IPC-E-13-25 was initiated to address a replacement market
index reference for the non-firm energy price reflected in Schedule 86. The parties to
Case No. IPC-E-13-25 executed a Stipulation, approved by the Commission in Order
No. 33053, which sets forth reference to the lntercontinental Exchange ("lCE") Mid-
Columbia Index prices, with a revised formula for calculating the non-firm price in
Attachment QF Party/FESA Seller FESA Approval
Order
Gase Number
1 Tiber Montana LLC Order No.29232 tPc-E-03-01
2 ldaho Water Resource Board Order No.29766 tPc-E-05-11
3 ldaho Water Resource Board Order No. 29767 lPc-E-05-12
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 2
Schedule 86. !n addition, the parties to Case No. IPC-E-13-25 agreed to amend the
FESAs between ldaho Power and each intervening party to reference the ICE index
using the same language as, and consistent with, the Schedule 86 language agreed
upon in the Stipulation. ln approving the Stipulation, the Commission stated, "We also
find it reasonable to allow any additional existing PURPA QFs that cunently have a
contract with Idaho Power containing reference to the Dow Jones non-firm Mid-C
electricity price index, should they so choose, to amend their respective agreements
consistent with the terms of this Settlement Stipulation and similar to the contract
amendments approved by this Order." Order No. 33053, p. 4.
II. THE AMENDMENTS
4. Idaho Power and each QF have agreed to amend the FESA to include,
nearly word for word, the reference to the ICE index and revised formula that was
adopted for Schedule 86 in Case No. IPC-E-13-25. The Amendments simply set forth,
virtually verbatim, the provisions from Schedule 86 to define "Market Energy Cost"
and/or "Mid-Columbia Market Energy Cost" as appropriate for each FESA. Pursuant to
the parties' agreement, and pursuant to the FESA which requires both parties to agree
upon a replacement index should the Dow Jones index be discontinued, an effective
date of October 2013 for use of the ICE index and calculation referenced in the
Amendments is requested. This provides for a switch to and use of the agreed upon
ICE index from the time the Dow Jones index was discontinued. The Commission
approved the October 2013 effective date in the same First Amendment to the FESA
between ldaho Power and United Materials of Great Falls, !nc., Case No. IPC-E-14-21.
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 3
III. PROCEDURE
5. ldaho Power requests that the Commission approve the proposed
Amendments upon Staffs review and without further process. Staff previously
recommended, "Based on the Commission's determination of reasonableness in
IPC-E-13-25 to the definition of 'Market Energy Cost' and change in index, and because
the Commission already deemed it reasonable for'any additional existing PURPA QFs'
to amend their respective agreements with similar terms, Staff further recommends that
the Commission approve the First Amendment without further process." Staff Decision
Memorandum, p.3, Case No. IPC-E-14-21.
6. Alternatively, should the Commission determine that further process is
required, ldaho Power believes that a 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, ef seg.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
7. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan E. Walker
Lead Counsel
Regulatory Dockets
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@idahopower. com
dockets@ id ahopower. com
Randy C. Allphin
Energy Contract Ad m inistrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 4
V. REQUEST FOR RELIEF
8. ldaho Power respectfully requests that the Commission issue an order
accepting the Amendments to the various Firm Energy Sales Agreements submifted
herewith without change or condition
Respectfulty submitted this 25h day of November 2014.
DONOVAN E. WALKER
Attomey for ldaho Power Company
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 5
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 25th day of November 20141 served a true and
correct copy of the within and foregoing APPLICATION FOR APPROVAL OF FIRM
ENERGY SALES AGREEMENT AMENDMENTS upon the following named parties by
the method indicated below, and addressed to the following:
Tiber Montana LLC (Tiber Dam)
Ted S. Sorenson
Tiber Montana LLC
5203 South 11th East
Idaho Falls, ldaho 83404
ldaho Water Resource Board
(Pristine Springs)
Brian W. Patton, P.E., Chief
Pristine Springs
ldaho Water Resource Board
322 East Front Street
Boise, ldaho 83720
Idaho Water Resource Board
(Pristine Springs #3)
Brian W. Patton, P.E., Chief
Pristine Springs #3
ldaho Water Resource Board
322 East Front Street
Boise, ldaho 83720
Hand Delivered
U.S. Mail
Overnight Mail
FAXX Email [e-mail]
Hand Delivered
U.S. Mail
Ovemight Mail
FAX
Email Brian. Patton@idwr. idaho.oov
Stuart.VanGreuninoen@idwr. idaho.qov
Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
Stuart.VanG reuni noen@idwr. idaho.oov
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENTS - 6
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-14-40
IDAHO POWER GOMPANY
ATTACHMENT 1
FIRST AMENDMENT
TO THE
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
TIBER MONTANA LLC
This First Amendment of the Firm Energy Sales Agreement ("First Amendment") is
entered into on this [{ day of O-* ,2014 by and between Idaho Power Company, an Idaho
corporation ("Idaho Power"), and Tiber Montana LLC, ("Tiber Montana LLC" or "Seller")
(individually a "P artt'' and collectively the "Parties").
WHEREAS, Idaho Power and Seller entered into a Firm Energy Sales Agreement on
February 3 , 2003 (the "Agreement") for the purchase and sale of energy produced by the Seller's
facility that was approved by the Idaho Public Utilities Commission ("Idaho PUC") in Order No.
29232 on April 28,2003;
WHEREAS, On September 13, 2013, the Publisher of the Dow Jones and Platts indices
provided notice to Idaho Power that it was discontinuing publication of the Dow Jones non-firm
index and transitioning to the Platts non-firm index and since such transition, the Platts index has
reported zero volumes;
WHEREAS, Idaho Power and other parties to Docket No. IPC-E-13-25 entered into a
Settlement Stipulation on March 14, 2014 ("Stipulation") that changed the definition of Mid-
Columbia Market Energy Cost in Schedule 86 to replace the Dow Jones non-firm index with the
Intercontinental Exchange firm index for purposes of calculating market energy cost, and this
Stipulation was approved by the Idaho PUC in Order No. 33053 on June 10,2014;
WHEREAS, the Idaho PUC's order approving the Stipulation also approved amendments
replacing the Dow Jones non-firm index with the Intercontinental Exchange firm index in
contracts of parties to Docket No. IPC-E-13-25, and found it to be reasonable to allow existing
PURPA qualifying facilities that currently have a contract with Idaho Power containing reference
to the Dow Jones non-firm index to amend their contracts consistent with the terms of the
Stipulation; and
WHEREAS, Seller and Idaho Power desire to amend the definition of Surplus Energy
Price in this Agreement consistent with the Stipulation;
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:
l. Incorporation of Recitals. The above-stated recitals are incorporated into and made a part
of this Agreement by this reference to the same extent as if these recitals were set forth in full at
this point.
Firm Energy Sales Agreement
Project: 41717139 Tiber Dam
First Amendment - Page 1 of 3
2. Definitions. Article 7, section 7.2 shall be deleted in its entirety and the following section
shall be substituted in its stead:
7.2 "surplus Enersy Price" - Eighty five percent (85%) of 82.4o/o of the
monthly arithmetic average of each day's Intercontinental Exchange ("ICE")
daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day's
index prices will reflect the relative proportions of peak hours and off-peak hours
in the month as follows:
Heavy Load (HL) Hours: The daily hours from hour ending 0700-2200 Mountain
Time, (16 hours) excluding all hours on all Sundays, New Years Day, Manorial
Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day.
Light Load (LL) Hours: The daily hours from hour ending 2300-0600 Mountain
Time (8 hours), plus all other hours on all Sundays, New Years Day, Memorial
Day, [ndependence Day, Labor Day, Thanksgiving Day and Christmas Day.
The actual Mid-Columbia Market Energy Cost calculation being:
0.85*[.824 * ( I {(lCE Mid-C Peak Avg* * HL hours for day) + (ICE
Mid-C 5*-a*O Avgx * LL hours for day)) I (n*zg))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices
derived from the respective averages of HL and LL prices for the immediately
preceding and following reporting periods or days shall be substituted into the
formula stated in this definition and shall therefore be multiplied by the appropriate
respective numbers of HL and LL Hours for such particular day or days with the
result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a
Sunday), the respective averages shall use only prices reported for LL hours in the
immediately preceding and following reporting periods or days. If the day for
which prices are not reported is a Saturday or Monday or is adjacent on the calendar
to a holiday, the prices used for HL Hours shall be those for HL hours in the nearest
(forward or backward) reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both
Parties will mutually agree upon a replacement index, which is similar to the tCE
Mid-C Index. The selected replacement index will be consistent with other
similar agreements and a commonly used index by the electrical industry.
3. Commission Approval. The obligations of the Parties under this First Amendment are
subject to the Idaho PUC's approval of this First Amendment and such approval being upheld on
appeal, if any, by a court of competent jurisdiction. The Parties will submit this First
Amendment to the Idaho PUC and recommend approval in its entirety pursuant toP.P 274.
Firm Energy Sales Agreement
Project: 41717139 Tiber Dam
First Amendment - Page 2 of 3
4. Effect of Amendment. Except as expressly amended by this First Amendment, the
Agreement shall remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this First Amendment and not defined
herein shall have the same meaning as used in the Agreement.
6. Scope of Amendment. This First 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 First Amendment.
8. Counterparts. This First 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.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY
4t ,Name:TJ (- So "-*o-
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Firm Energy Sales Agreement
Project: 41717139 Tiber Dam
First Amendment - Page 3 of 3
TIBER MONTA
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-14-40
IDAHO POWER COMPANY
ATTACHMENT 2
FIRST AMENDMENT
TO THE
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AI\ID TIIE
IDAHO WATER RESOURCE BOARI)
This First {mendment pf ,thp Firm Energy Sales Agreonent ("First Amendment") is
entered into on this/i9\ day of (l,f ,l0Ufl. 20l4by and between Idaho Power CompanS an Idaho
corporation ("Idaho Power"), and the Idaho Water Resource Board, a governmental entity of the
State of Idaho ("[WRB" or "Seller") (individually a*Pafty'and collectively the "Parties").
WHEREAS, Idaho Power and Pristine Springs, Inc. ("Pristine Springs") entered into a
Firm Energy Sales Agreement on February 18, 2005 (the "Original Agreement") for the purchase
and sale of energy produced by the Seller's facility that was approved by the Idaho Public
Utilities Commission ("Idaho PUC") in Order No. 29766 on April 25,2005;
WHEREAS, Pristine Springs and IWRB entered into an Assignment and Assumption of
Agreements, Permits and Licenses on April 4, 2008, providing for, among other things,
assignment of all rights, titles, and interest (the "Assignment Transaction") of Pristine Springs
under the Original Agreement to IWRB (the Original Agreernent is referred to in this First
Amendment as the "Agreement");
WHEREAS, On September 13, 2013, the Publisher of the Dow Jones and Platts indices
provided notice to Idaho Power that it was discontinuing publication of the Dow Jones non-firm
index and transitioning to the Platts non-firm index and since such transition, the Platts index has
reported zero volumes;
WHEREAS, Idaho Power and other parties to Docket No. IPC-E-13-25 entered into a
Settlement Stipulation on May 9, 2014 ("Stipulation") that changed the definition of Mid-
Columbia Market Energy Cost in Schedule 86 to replace the Dow Jones non-firm index with the
Intercontinental Exchange firm index for purposes of calculating market energy cost, and this
Stipulation was approved by the Idaho PUC in Order No. 33053 on June 10,2014;
WHEREAS, the Idaho PUC's order approving the Stipulation also approved amendments
replacing the Dow Jones non-firm index with the Intercontinental Exchange firm index in
contracts of parties to Docket No. IPC-E-13-25, and found it to be reasonable to allow existing
PURPA qualiffing facilities that currently have a contract with Idaho Power containing reference
to the Dow Jones non-firm index to amend their contracts consistent with the terms of the
Stipulation; and
WHEREAS, Seller and Idaho Power desire to amend the definition of Market Energy
Cost in this Agreernent consistent with the Stipulation;
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:
Firm Energy Sales Agreement
Project: 3l4l5l6y'. Pristine Springs
First Amendment - Page I of 4
l. Incorporation of Recitals. The above-stated recitals are incorporated into and made a part
of this Agreement by this reference to the same extent as if these recitals were set forth in full at
this point.
2. Definitions. Article 1, section l.ll shall be deleted in its entirety and the following section
shall be substituted in its stead:
1.11 "Market Energy Cosf' - Eighty-five percent (85%) of (82.4% of the
monthly arithmetic average of each day's Intercontinental Exchange
("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg index
prices). Each day's index prices will reflect the relative proportions of
peak hours and off-peak hours in the month as follows:
Heavy Load (HL) Hours: The daily hours from hour ending 0700-2200
Mountain Time, (16 hours) excluding all hours on all Sundays, New Years
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
Light Load (LL) Hours: The daily hours from hour ending 2300-0600
Mountain Time (8 hours), plus all other hours on all Sundays, New Years
Day, Mernorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
The actual Market Energy Cost calculation being:
0.85 * [.824 *_(I {QCE Mid-C Peak Avg* * HL hours for day) +
(ICE Mid-C Off-Peak Av& * LL hours for day)) I (n*2$))
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days,
prices derived from the respective averages of HL and LL prices for the
immediately preceding and following reporting periods or days shall be
substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for
such particular day or days with the result that each hour in such month
shall have a related price in such formula. If the day for which prices are
not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately
preceding and following reporting periods or days. tf the day for which
prices are not reported is a Saturday or Monday or is adjacent on the
calendar to a holiday, the prices used for HL Hours shall be those for HL
hours in the nearest (forward or backward) reporting periods or days for
which HL prices are reported.
Firm Energy Sales Agreement
Project: 31415164 Pristine Springs
First Amendment - Page 2 of 4
If the ICE Mid-C Index reporting is discontinued by the reporting agency,
both Parties will mutually agree upon a replacernent index, which is
similar to the ICE Mid-C Index. The selected replacernent index will be
consistent with other similar agreernents and a commonly used index by
the electrical industry.
3. Commission Approval. The obligations of the Parties under this First Amendment are
subject to the Idaho PUC's approval of this First Amendment and such approval being upheld on
appeal, if any, by a court of competent jurisdiction. The Parties will submit this First
Amendment to the Idaho PUC and recommend approval in its entirety pursuant toP.P 274.
4. Substitution of Party. Upon Commission approval of this First Amendment, the Parties
agree that any reference to Seller in the Agreement shall refer to IWRB. All rights, duties,
privileges, and obligations existing under the Agreement and this First Amendment shall transfer
and shall be deemed to have transferred as of the effective date of the Assignment Transaction
from Pristine Springs to IWRB. IWRB hereby assumes all obligations, liabilities, and claims
that exist or may exist under the Agreernent and this First Amendment as if it were the original
Seller to said agreanents.
4.1. IWRB assumes all obligations and liabilities of Pristine Springs by virtue of this
substitution of parties. IWRB also warrants and represents that it is in a position to fully perform
any and all duties and obligations to tdaho Power under the Agreernent and this First
Amendment and agrees to be bound by and perform in accordance with the terms and conditions
of the Agreernent and this First Amendment.
4.2. Idaho Power hereby consents to the substitution of parties as described herein.
5. Notices. Notice to Seller as described in Article XXIX of the Agreernent shall hereafter be
provided, in accordance with the Agreement, to:
To Seller: Idaho Water Resource Board
c/o Brian W. Patton, P.E., Chief
322East Front Street
Boise, Idaho 83720
6. Effect of Amendment. Except as expressly amended by this First Amendment, the
Agreement shall remain in full force and effect.
7. Capitalued Terms. All capitalized terms used in this First Amendment and not defined
herein shall have the same meaning as used in the Agreement.
8. Scope of Amendment. This First 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.
Firm Energy Sales Agreement
Project: 3141516/ Pristine Springs
First Amendment - Page 3 of 4
9. Authority. Each Party rqrresents 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 First Amendment.
10. Counterparts. This First Amendment maybe executed in any number of counterparts, each
of which shall be deerned an original and all of which taken together shall constitute a single
instrument.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be
duly executed as of the date above written.
TDAHO WATER URCE BOARD IDAHO POWER COMPANY
-By:By:
ritle: F;54.i tv g oFFrc 54'ritre: SVP Bv\/p f SrtPfilt
Firm Energy Sales Agreement
Project: 3141516/. Pristine Springs
First Amendment - Page 4 of 4
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPG-E -14-40
IDAHO POWER COMPANY
ATTACHMENT 3
FIRST AMENDMENT
TO THE
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND TIIE
IDAHO WATER RESOURCE BOARI)
This First Amendment qf th9 Firm Energy Sales Agreement ("First Amendment") is
entered into on tnislX-auy A At hbetfZOl4 by;d between Idaho Power Company, an Idaho
corporation ("ldaho Power"), and the Idaho Water Resource Board, a govemmental entity of the
State of ldaho ("[WRB" or "Seller") (individually a "Party''and collectively the "Parties").
WHEREAS, Idaho Power and Pristine Springs, Inc. ("Pristine Springs") entered into a
Firm Energy Sales Agreement on February 18, 2005 (the "Original Agreement") for the purchase
and sale of energy produced by the Seller's facility that was approved by the Idaho Public
Utilities Commission ("Idaho PUC") in Order No.29767 on April 25,2005;
WHEREAS, Pristine Springs and IWRB entered into an Assignment and Assumption of
Agreanents, Permits and Licenses on April 4, 2008, providing for, among other things,
assignment of all rights, titles, and interest (the "Assignment Transaction") of Pristine Springs
under the Original Agreernent to IWRB (the Original Agreement is referred to in this First
Amendment as the "Agreement");
WHEREAS, On Septernber 13, 2013, the Publisher of the Dow Jones and Platts indices
provided notice to Idaho Power that it was discontinuing publication of the Dow Jones non-firm
index and transitioning to the Platts non-firm index and since such transition, the Platts index has
reported zero volumes;
WHEREAS, Idaho Power and other parties to Docket No. IPC-E-13-25 entered into a
Settlement Stipulation on May 9, 2014 ("Stipulation") that changed the definition of Mid-
Columbia Market Energy Cost in Schedule 86 to replace the Dow Jones non-firm index with the
Intercontinental Exchange firm index for purposes of calculating market energy cost, and this
Stipulation was approved by the tdaho PUC in Order No. 33053 on June 10,2014;
WHEREAS, the Idaho PUC's order approving the Stipulation also approved amendments
replacing the Dow Jones non-firm index with the Intercontinental Exchange firm index in
contracts of parties to Docket No. IPC-E-13-25, and found it to be reasonable to allow existing
PURPA qualifuing facilities that currently have a contract with Idaho Power containing reference
to the Dow Jones non-firm index to amend their contracts consistent with the terms of the
Stipulation; and
WHEREAS, Seller and tdaho Power desire to amend the definition of Market Energy
Cost in this Agreement consistent with the Stipulation;
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:
Firm Energy Sales Agreement
Project: 3 l4l5 165 Pristine Springs #3
First Amendment - Page I of 4
1. Incorporation of Recitals. The above-stated recitals are incorporated into and made a part
of this Agreement by this reference to the same extent as if these recitals were set forth in full at
this point.
2. Definitions. Article l, section l.ll shall be deleted in its entirety and the following section
shall be substituted in its stead:
l.1l "Market Energy Cost" - Eighty-five percent (85%) of (82.4% of the
monthly arithmetic average of each day's lntercontinental Exchange
("ICE") daily firm Mid-C Peak Avg and Mid-C Off-Peak Avg index
prices). Each day's index prices will reflect the relative proportions of
peak hours and off-peak hours in the month as follows:
Heavy Load (HL) Hours: The daily hours from hour ending 0700-2200
Mountain Time, (16 hours) excluding all hours on all Sundays, New Years
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
Light Load (LL) Hours: The daily hours from hour ending 2300-0600
Mountain Time (8 hours), plus all other hours on all Sundays, New Years
Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day
and Christmas Day.
The actual Market Energy Cost calculation being:
0.85 * 1.824 * fi ffraa Mid-C Peak Avg* * HL hours for day) +
x=l
(ICE Mid-C Off-Peak Avg* * LL hours for day)) I (n*Z$)l
where n: number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days,
prices derived from the respective averages of HL and LL prices for the
immediately preceding and following reporting periods or days shall be
substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for
such particular day or days with the result that each hour in such month
shall have a related price in such formula. If the day for which prices are
not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately
preceding and following reporting periods or days. If the day for which
prices are not reported is a Saturday or Monday or is adjacent on the
calendar to a holiday, the prices used for HL Hours shall be those for HL
hours in the nearest (forward or backward) reporting periods or days for
which HL prices are reported.
Firm Energy Sales Agreement
Project: 31415165 Pristine Springs #3
First Amendment - Page 2 of 4
If the ICE Mid-C Index reporting is discontinued by the reporting agency,
both Parties will mutually agree upon a replacement index, which is
similar to the ICE Mid-C Index. The selected replacement index will be
consistent with other similar agreements and a commonly used index by
the electrical industry.
3. Commission Approval. The obligations of the Parties under this First Amendment are
subject to the ldaho PUC's approval of this First Amendment and such approval being upheld on
appeal, if any, by a court of competent jurisdiction. The Parties will submit this First
Amendment to the Idaho PUC and recommend approval in its entirety pursuant to RP 274.
4. Substitution of Party. Upon Commission approval of this First Amendment, the Parties
agree that any reference to Seller in the Agreement shall refer to IWRB. All rights, duties,
privileges, and obligations existing under the Agreement and this First Amendment shall transfer
and shall be deemed to have transferred as of the effective date of the Assignment Transaction
from Pristine Springs to IWRB. IWRB hereby assumes all obligations, liabilities, and claims
that exist or may exist under the Agreement and this First Amendment as if it were the original
Seller to said agreements.
4.1. IWRB assumes all obligations and liabilities of Pristine Springs by virtue of this
substitution of parties. IWRB also warrants and represents that it is in a position to fully perform
any and all duties and obligations to Idaho Power under the Agreement and this First
Amendment and agrees to be bound by and perform in accordance with the terms and conditions
of the Agreernent and this First Amendment.
4.2. Idaho Power hereby consents to the substitution of parties as described herein.
5. Notices. Notice to Seller as described in Article XXVIII of the Agreement shall hereafter be
provided, in accordance with the Agreernent, to:
To Seller: Idaho Water Resource Board
c/o Brian W. Patton, P.E., Chief
322East Front Street
Boise, Idaho 83720
6. Effect of Amendment. Except as expressly amended by this First Amendment, the
Agreement shall remain in full force and effect.
7. Capitalized Terms. All capitalized terms used in this First Amendment and not defined
herein shall have the same meaning as used in the Agreement.
8. Scope of Amendment. This First 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.
Firm Energy Sales Agreement
Project: 31415165 Pristine Springs #3
First Amendment - Page 3 of 4
9. 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 First Amendment.
10. Counterparts. This First 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.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be
duly executed as of the date above written.
IDAHO WATER IDAHO POWER
By:By:
Name: Beros Name:
ritle: fXgcLr,vF altl4E-< ru"' SVP Pf-,Vrf SC_,flFLy
Firm Energy Sales Agreement
Project: 31415165 Pristine Springs #3
First Amendment - Page 4 of 4