20150402Application.pdf

DONOVAN E. WALKER
Lead Gounsel
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An IDACORP Company
April2, 2015
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-15-11
ldaho Power Company's Application for Approval
Agreement Amendment
Dear Ms. Jewe!!:
Enclosed for filing in the above matter please find an
copies of ldaho Power Company's Application for Approval
Agreement Amendment.
of Firm Energy Sales
original and seven (7)
of Firm Energy Sales
bnovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho St. (83702)
P.O. Box 70
Boise, lD 83707
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attomey for ldaho Power Company
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF THE SECOND
AMENDMENT TO FIRM ENERGY SALES
AGREEMENT BETWEEN IDAHO POWER
COMPANY AND HIDDEN HOLLOW
ENERGY LLC.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-15-11
APPLICATION FOR APPROVAL
OF FIRM ENERGY SALES
AGREEMENT AMENDMENT
Idaho Power Company ("ldaho Powe/'or "Company"), in accordance with RP 52
and the applicable prcvisions of the Public Utility Regulatory Policies Act of 1978
('PURPA'), hereby respectfully applies to the ldaho Public Utilitles Commission
("Commission") for an order approving the Second Amendment ("Amendment") to the
Firm Energy Sales Agreement ("FESA") between ldaho Power and Hidden Hollow
Energy LLC ("Hidden Hollow" or "Selle/'), a PURPA qualifying facility ('QF"). This
Amendment makes a change to the Net Energy Amount notification process, similar to
the process that has been approved by the Commission in six recently approved Energy
Sales Agreements ("ESA") with other PURPA QFs.
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENT - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. ldaho Power and Hidden Hollow entered into a FESA on October 11,
2005, for the purchase and sale of energy produced by the Selle/s facility. This FESA
was approved by the Commission in Order No. 29928 on December 6, 2005. Case No.
tPC-E-05-29.
2. Paragraph 6.2 of the FESA allows the Seller to adjust the "lnitial Year
Monthly Net Energy Amounts" on a quarterly basis consistent with a Commission
directive that seller revisions are to be submitted no sooner than "the end of month
three and every three months thereafter." Order No. 29632, p.23.
3. However, the FESA language is confusing and has resulted in a difference
of interpretation by the parties, whereby Hidden Hollow believes the FESA allows the
QF to revise Net Energy Amounts on a rolling monthly basis, beyond the immediate
next three months. Rather than dispute the FESA language, ldaho Power and Hidden
Hollow entered into the Second Amendment to the FESA, which allows Hidden Hollow
to adjust the Net Energy Amounts on a monthly, rather than quarterly, basis, similar to
several other recently approved FESAs. The Amendment is attached hereto at
Attachment 1.
II. THE AMENDMENT
4. ln six recently approved ESAs between ldaho Power and PURPA QFs,
the Commission has approved a change to a monthly notification process for the selle/s
Net Energy Amounts. See Order Nos. 33102, 33103, 33104, 33156, 33191 , and 33240.
In Order No. 33102, the Commission states, "we find that monthly, as opposed to
quarterly, reporting of energy generation estimates is a reasonably negotiated term
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENT - 2
between the parties and not inconsistent with the Commission's guidance and findings
in Order No. 29632. As we stated in that Order, 'it is reasonable and operationally
expedient to require QFs to provide ldaho Power with monthly kwh production
estimates. The Commission finds it reasonable to provide more frequent
opportunities to revise generation estimates than [the two years] proposed by the
Company. We find that the interest of the Company in planning for QF resources is
better served if the generation forecast is a reliable estimate.' Order No. 29632 at 23."
Order No. 33102, p. 6.
5. This Amendment changes paragraph 6.2 to allow the Seller to adjust the
"lnitial Year Monthly Net Energy Amounts" on a monthly, rather than quarterly, basis.
With the proposed change, the Seller must still provide 12 months of estimated Net
Energy Amounts, and stil! cannot revise the immediate three months of estimated Net
Energy Amounts. However, the Seller can submit revisions on a monthly basis, rather
than once every three months. A table was added to the Amendment indicating both
"Notification Month" and "Future monthly Net Energy Amounts eligible to be revised,"
primarily to provide clarity to the confusing nature of the Estimated Net Energy Amounts
and Se!!er's desire to update the same. Both ldaho Power and the Seller propose
Commission adoption of this change. The Seller gains more clarity and flexibility in
adjusting its estimated energy deliveries and ldaho Power maintains the stability in the
estimates necessary for its planning and operation.
III. PROCEDURE
6. ldaho Power requests that the Commission approve the proposed
Amendment upon Staffs review and without further process. Altematively, should the
Commission determine that further process is required, ldaho Power believes that a
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENT - 3
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
Idaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower.com
[e-mail]
Randy C. Allphin
Energy Contract Ad ministrator
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, ldaho 83707
[e-mail]
V. REQUEST FOR RELIEF
8. ldaho Power respectfully requests that the Commission issue an order
approving the Second Amendment to the Firm Energy Sales Agreement submitted
herewith without change or condition.
Respectfully submitted this 2"d day of April 2015.
Aftorney for ldaho Power Company
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENT - 4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 2nd day of April 2015 t served a true and correct
copy of the within and foregoing APPLICATION FOR APPROVAL OF FIRM ENERGY
SALES AGREEMENT AMENDMENT upon the following named parties by the method
indicated below, and addressed to the following:
Hidden Hollow Energy, LLC
c/o Fortistar Methane Group LLC
One North Lexington Avenue, Sixth FIoor
White Plains, New York 10601
Hand DeliveredX U.S. Mail
_Ovemight Mail
_FAXX Email [e-mail]
Christa Bearry, Legal Assista
APPLICATION FOR APPROVAL OF FIRM ENERGY SALES AGREEMENT AMENDMENT . 5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-15-1 1
IDAHO POWER GOMPANY
ATTACHMENT 1
SECOND AMENDMENT
TO THE
FIRM ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
HIDDEN HOLLOW ENERGY LLC
This Second Amendment of the Firm Energy Sales Agreement ("Second Amendment") is
entered into on this,2.lAday of fr/."rary,2Ol5 by and between Idaho Power Company, an Idaho
corporation ("[daho Power"), and Hidden Hollow Energy LLC, a Delaware limited liability
company as successor-in-interest to G2 Energy (Hidden Hollow) LLC, ("Hidden Hollow Energy
LLC" or "Seller") (individually a "Party" and collectively the "Parties").
WITNESSETH:
WHEREAS, Idaho Power and Seller entered into a Firm Energy Sales Agreement on
October 11, 2005 (the "Agreement") for the purchase and sale of energy produced by the Seller's
facility that was approved by the Idaho Public Utilities Commission ("ldaho PUC") in Order No.
29928 on December 6,2005;
WHEREAS, by Certificate of Conversion dated August l, 2008, G2 Energy (Hidden
Hollow) LLC was converted to Hidden Hollow Energy LLC;
WHEREAS, the Parties dispute the Terms and Conditions set forth in Article 6.2 of the
Agreement;
WHEREAS, notwithstanding the Parties' respective positions regarding the disputed
Terms and Conditions set forth in Article 6.2, the Parties desire to amend the Agreement to
replace Article 6, sections 6.2.2 and 6.2.3, and to abide by the terms of this Second Amendment
as a resolution of any disputes, going forward.
NOW THEREFORE, in consideration of the mutual promises and covenants and other
consideration set forth herein, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree to the following amendments to the Agreement:
l. Incorporation of Recitals. The above-stated recitals are incorporated in this Second
Amendment and made a part of this Second Amendment by this reference to the same
extent as if these recitals were set forth in full at this point.
2. Article VI: Purchase and Sale of Net Energy. Article 6, sections 6.2.2 and 6.2.3 shall
be deleted in their entirety and the following sections shall be substituted in their stead:
6.2.2 Seller's Adjustment of lnitial Year Monthly Net Energy Amounts - Prior to the
Operation Date, the Seller may revise all of the previous initial year monthly Net
Energy Amounts by providing written notice to Idaho Power in accordance with
paragraph25.l.
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6.2.3 Seller's Adjustment of Monthly Net Energy Amounts After the Operation Date -
After the Operation Date, the Seller may revise any future monthly Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time
on the last business day of the Notification Month specified in the following
schedule:
Notification
Month
Future monthly Net Energy
Amounts eligible to be revised
November
December
January
February
March
April
May
June
July
August
September
October
Project: 21615100 Hidden Hollow Landfill Gas
Firm Energy Sales Agreement
Second Amendment
January and any future months
February and any future months
March and any future months
April and any future months
May and any future months
June and any future months
July and any future months
August and any future months
September and any future months
October and any future months
November and any future months
December and any future months
J.
a.) This written notice must be provided to Idaho Power in accordance with
paragraph 25.1 or by electronic notice provided and verified via return
electronic verification of receipt to the electronic notices address specihed
in paragraph21.l.
b.) Failure to provide timely written notice of changed Net Energy Amounts
will be deemed to be an election of no change from the most recently
provided Net Energy Amounts.
Commission Approval. The obligations of the Parties under this Second Amendment
are subject to the Idaho PUC's approval of this Second Amendment and such approval
being upheld on appeal, if any, by a court of competent jurisdiction. The Parties will
submit this Second Amendment to the Idaho PUC and recommend approval in its entirety
pursuant to RP 274.
Effect of Amendment. Except as expressly amended by this Second Amendment, the
Agreement shall remain in full force and effect.
Capitalized Terms. All capitalized terms used in this Second Amendment and not
defined herein shall have the same meaning as used in the Agreement.
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,
4.
5.
6.
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7.
8.
successors, and assigns, who are obligated to take any action which may be necessary or
proper to carry out the purpose and intent thereof.
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
Agreernent, and (iii) it has the requisite authority to execute this Second Amendment.
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.
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be
executed in their respective names on the dates set forth below:
HIDDEN HOLLOW ENERGY LLC IDAHO POWER COMPANY
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Project: 21615100 Hidden Hollow Landfrll Gas
Firm Energy Sales Agreement
SecondAmendment
By:
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