20160901Application.pdf

DONOVAN E. WALKER
Lead Counsel
[e-mail]
September 1, 2016
VIA HAND DELIVERY
Jean D. Jewell, Secretary
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ZGl 6SEP -1 P 4:Q2
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-16-20
An IDACORP Company
Boise City Solar, LLC -Application for Approval of First Amendment to
Energy Sales Agreement
Dear Ms. Jewell:
Enclosed for filing in the above matter please find an original and seven (7)
copies of Idaho Power Company's Application for Approval of First Amendment to
Energy Sales Agreement.
DEW:csb
Enclosures
,tJ)~
alker
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]
[e-mail]
Attorney for Idaho Power Company
RECEI VED
20!6"EP -1 PM Li:02
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR )
APPROVAL OF THE FIRST AMENDMENT )
TO THE ENERGY SALES AGREEMENT )
BETWEEN IDAHO POWER COMPANY )
AND BOISE CITY SOLAR, LLC. )
) ----------------
CASE NO. IPC-E-16-20
APPLICATION FOR APPROVAL
OF FIRST AMENDMENT TO
ENERGY SALES AGREEMENT
Idaho Power Company ("Idaho Power"), in accordance with RP 52 and the
applicable provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"),
hereby respectfully applies to the Idaho Public Utilities Commission ("Commission") for
an order approving the First Amendment to the Energy Sales Agreement for the Boise
City Solar, LLC Project ("Amendment"), attached hereto as Attachment 1. Boise City
Solar, LLC, is a PURPA qualifying facility ("QF"). This Amendment changes the QF's
name in the Energy Sales Agreement ("ESA"), corrects a typographical error in Article
7.4 of the ESA, and updates Appendix B to the ESA with corrected information.
In support of this Application, Idaho Power represents as follows :
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-1
I. INTRODUCTION AND BACKGROUND
1. Idaho Power and Boise City Solar, LLC ("Seller") entered into an ESA on
July 17, 2014, for the purchase and sale of energy produced by the Boise City Solar,
LLC ("Facility") located near Boise, Idaho. This ESA was approved by the Commission
in Order No. 33180, Case No. IPC-E-14-20, on November 14, 2014.
2. On September 17, 2015, the parties to the ESA executed an Assignment
and Assumption Agreement whereby Boise City Solar, LLC, was assigned and
transferred to ID Solar 1, LLC. Subsequent to that Assignment and Assumption
Agreement, ID Solar 1, LLC, desires to change the name of the Facility as contained in
the ESA from Boise City Solar, LLC, to ID Solar 1.
3. The parties identified a typographical error in Article 7.4 of the ESA where
"Percentage" was omitted in the second sentence of that article, which should state
"Pricing Adjustment Percentage" to match the defined term in Article 1.34. In addition,
the parties agree that Appendix B to the ESA contains incorrect Facility description
information and desire to replace the appendix with an updated and corrected
replacement appendix.
4. On August 8, 2016, the parties agreed to amend the ESA to change the
project name from Boise City Solar, LLC, to ID Solar 1, correct an omitted word in
Article 7.4 of the ESA, and update the information in Appendix B in accordance with
physical characteristics of the Facility as it exists. None of the corrections/updates
contained in the Amendment change the obligations of the parties under the ESA.
These changes are only to correct and update information found within the ESA.
II. THE AMENDMENT
5. The Amendment changes the name of the project as contained within the
ESA from Boise City Solar, LLC, to ID Solar 1. Subsequent to the Assignment and
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT -2
Assumption Agreement executed by the parties on September 17, 2015, ID Solar 1,
LLC, desires to change the project name from Boise City Solar, LLC, to ID Solar 1.
Under the terms of the Amendment, the project's name is changed to ID Solar 1.
6. The Amendment corrects Article 7.4 of the ESA, whereby "Percentage"
was omitted from the second sentence. This correction is needed so that the second
sentence of Article 7.4 properly refers to "Pricing Adjustment Percentage" as defined in
Article 1.34 of the ESA. By making the correction, the second sentence of Article 7.4
shall read:
All pricing contained within Appendix E for the current
applicable month(s) will be multiplied by the Pricing
Adjustment Percentage and the resulting revised prices will
replace the prices contained within Appendix E until such
time as the Seller submits a new Seller Adjustment of
Estimated Net Energy Amounts at which time a new Pricing
Adjustment Percentage will be calculated and applied in
accordance with this paragraph.
7. Subsequent to the Commission's approval of the ESA, the physical
characteristics of the Facility were changed based on the configuration, design, and
construction of the Facility, including its location. The Amendment provides for the
deletion of the original Appendix B in its entirety and substitution by a "Replacement
Appendix B." The original Appendix B-1 (Description of Facility) contained in the ESA
describes a planned 39.989 MWac dual axis tracking system, whereas the Facility was
constructed as a 40 MWac single axis tracking system. The Facility's modified
nameplate capacity of 40 MWac is consistent with the Generator Interconnection
Agreement and has no material effect on the terms and conditions of the ESA. In
addition, the change to a single axis tracking system provides no change to the
performance requirements of the ESA. Appendix B-2 (Location of Facility) modifies the
physical address, GPS coordinates, and the description of the interconnection location ,
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-3
as that information was finalized during project construction. None of the
updates/corrections to Appendix B change the obligations of the parties as contained in
the ESA, nor do they alter the terms and conditions of the ESA.
Ill. PROCEDURE
8. Given the limited scope of the Amendment, Idaho Power requests that the
Amendment be approved without further process.
9. Alternatively, should the Commission determine that further process is
required, Idaho 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, et seq.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
10. 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
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
[e-mail]
Randy C. Allphin
Energy Contracts Leader
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
V. REQUEST FOR RELIEF
11. Idaho Power respectfully requests that the Commission issue an order
accepting the First Amendment to the Energy Sales Agreement for the Boise City Solar,
LLC Project submitted herewith without change or condition
Respectfully submitted this 1st day of Sept
Attorney for Idaho Power Company
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT -4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 151 day of September 2016 I served a true and
correct copy of the within and foregoing APPLICATION FOR APPROVAL OF FIRST
AMENDMENT TO ENERGY SALES AGREEMENT upon the following named parties
by the method indicated below, and addressed to the following:
ID Solar 1, LLC
Attn: Asset Management
ID Solar 1, LLC
3250 Ocean Park Boulevard, Suite 350
Santa Monica, California 90405
Hand Delivered
X U.S. Mail
__ Overnight Mail
FAX
X E-mail [e-mail]
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-16-20
IDAHO POWER COMPANY
ATTACHMENT 1
FIRST AMENDMENT
TOTHE
ENERGY SALES AGREEMENT
FOR THE
BOISE CITY SOLAR, LLC PROJECT
This First Amendment of the Energy Sales Agreement ("First Amendment") is entered into
on this~ day of Av~UJf , 2016, by and between Idaho Power Company, an Idaho corporation
("Idaho Power") and Boise City Solar, LLC, an Idaho limited liability company, which was
subsequently assigned to ID Solar I, LLC, (individually a "Party" and collectively the "Parties").
WHEREAS, Idaho Power entered into the Energy Sales Agreement on July I 7, 2014, (the
"ESA") for the purchase and sale of energy from the Boise City Solar, LLC Project (the "Project")
with Boise City Solar, LLC approved by the Idaho Public Utilities Commission ("the
Commission") in Order No. 33180, Case No. IPC-E-14-20;
WHEREAS, on September 17, 2015 , the Parties executed an Assignment and Assumption
Agreement whereby Boise City Solar, LLC was assigned and transferred to ID Solar l, LLC, and
ID Solar I, LLC now desires to change the Project Name from Boise City Solar, LLC to ID Solar
I.
WHEREAS, Article 7.4, second sentence, of the ESA contains a typographical error,
whereby "Percentage" after Pricing Adjustment was omitted and should state "Pricing Adjustment
Percentage" to match the defined term in Article 1.34;
WHEREAS, the original Appendix B of the ESA contains incorrect and/or outdated Project
description information, which is hereby corrected by the attached "Replacement Appendix B";
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 :
I. 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. Project Name. The Parties agree that, as of the effective date of this First Amendment, subject
to the Commission 's approval , that the Project Name shall be changed from Boise City Solar, LLC
to ID Solar I.
3. Correction to Article 7.4. The Parties agree that, as of the effective date of this First
Amendment, subject to the Commission 's approval , that the second sentence of Article 7.4 of the
ESA shal I read:
Energy Sales Agreement
Project: 25088520 ID Solar I
First Amendment Page I of5
"All pricing contained within Appendix E for the current applicable month(s) will
be multiplied by the Pricing Adjustment Percentage and the resulting revised prices
will replace the prices contained within Appendix E until such time as the Seller
submits a new Seller Adjustment of Estimated Net Energy Amounts at which time
a new Pricing Adjustment Percentage will be calculated and applied in accordance
with this paragraph."
4. Corrections to Appendix B. Appendix B to the ESA shall be deleted in its entirety and the
attached "Replacement Appendix B" shall be substituted in its stead.
5. Commission Approval. The obligations of the Parties under this First Amendment are subject
to the Commission'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.
6. Effect of Amendment. Except as expressly amended by this First Amendment, the ESA 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 ESA.
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.
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 ESA, and (iii)
is 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 POWER COMPANY
By~,p&Jt..._._,
Name: ~.sk /?rk
Energy Sales Agreement
Project: 25088520 ID Solar I
First Amendment Page 2 of5
REPLACEMENT APPENDIX B
FACILITY AND POINT OF DELIVERY
Project Name: ID Solar 1
Project Number: 25088520
8-1 DESCRIPTION OF FACILITY
(Must include the Nameplate Capacity rating and VAR capability (both leading and lagging) of
all Generation Units to be included in the Facility.)
ID Solar I will be a 40 MW (AC) utility scale single axis tracking solar generation facility. The
technology planned will utilize poly crystalline solar modules with Tier 1 inverters.
Nameplate: 40 MW (AC)
Var Capability (Both leading and lagging) Leading is 1.0 Lagging is 1.0
8-2 LOCATION OF FACILITY
Near: South Cloverdale Road
Actual or nearest physical street address: 18106 S. Cloverdale Road, Kuna, ID 83634
GPS Coordinates: Latitude Decimal Degrees: 43.4332
Longitude Decimal Degrees: -116.3193
State: Idaho County: Ada
Description of Interconnection Location: Southeast corner of the intersection of Barker and
Cloverdale Roads in Ada County, Idaho.
8-3 SCHEDULED FIRST ENERGY AND OPERATION DA TE
Seller has selected December I, 2015 as the Scheduled First Energy Date.
Seller has selected January 16, 2016 as the Scheduled Operation Date.
In making these selections, Seller recognizes that adequate testing of the Facility and completion
of all requirements in paragraph 5.2 of this Agreement must be completed prior to the project being
Energy Sales Agreement
Project: 25088520 ID Solar I
First Amendment Page 3 of 5
granted an Operation Date.
B-4 MAXIMUM CAPACITY AMOUNT:
This value will be 40 MW (AC) which is consistent with the value provided by the Seller to Idaho
Power in accordance with the GIA. This value is the maximum energy (MW) that potentially could
be delivered by the Seller's Facility to the Idaho Power electrical system at any moment in time.
B-5 POINT OF DELIVERY
"Point of Delivery" means, unless otherwise agreed by both Parties, the point of where the
Seller's Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power Metering equipment is capable of measuring the exact energy deliveries by the
Seller to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated
for this Facility. If the Idaho Power Metering Equipment is unable to measure the exact energy
deliveries by the Seller to the Idaho Power electrical system at the Point of Delivery, a Losses
calculation will be established to measure the energy losses (kWh) between the Seller's Facility
and the Idaho Power Point of Delivery. This loss calculation will be initially set at 2% of the kWh
energy production recorded on the Facility generation metering equipment. At such time as Seller
provides Idaho Power with the electrical equipment specifications (transformer loss specifications,
conductor sizes, etc.) of all of the electrical equipment between the Facility and the Idaho Power
electrical system, Idaho Power will configure a revised loss calculation formula to be agreed to by
both parties and used to calculate the kWh Losses for the remaining term of the Agreement. If at
any time during the term of this Agreement, Idaho Power determines that the loss calculation does
not correctly reflect the actual kWh losses attributed to the electrical equipment between the
Energy Sales Agreement
Project: 25088520 ID Solar I
First Amendment Page4of5
Facility and the Idaho Power electrical system, Idaho Power may adjust the calculation and
retroactively adjust the previous month's kWh loss calculations.
B-7 NETWORK RESOURCE DESIGNATION
Idaho Power cannot accept or pay for generation from this Facility until the Facility has achieved
the status of being an Idaho Power designated network resource ("DNR"). Federal Energy
Regulatory Commission ("FERC'') rules require Idaho Power to prepare and submit the application
to achieve DNR status for this Facility. Because much of the information Idaho Power needs to
prepare the DNR application is specific to the Seller's Facility, Idaho Power's ability to file the
DNR application in a timely manner is contingent upon timely receipt of the required information
from the Seller. Prior to Idaho Power beginning the process to enable Idaho Power to submit a
request for DNR status for this Facility, the Seller shall have 1) filed a Generation Interconnection
application, 2) submitted all information required by Idaho Power to complete the application, and
3) either executed this Agreement or, at a minimum, provided Idaho Power with confirmation of
the Seller's intent to complete this Agreement in a timely manner. Seller's failure to provide
complete and accurate information in a timely manner can significantly impact Idaho
Power's ability and cost to attain the DNR designation for the Seller's Facility and the Seller
shall bear the costs of any of these delays that are a result of any action or inaction by the
Seller.
Energy Sales Agreement
Project: 25088520 ID Solar I
First Amendment Page 5 of 5