20161222Application.pdf

DONOVAN E. WALKER
Lead Counsel
[e-mail]
December 22, 2016
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
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An IDACORP Company
Re: Case No. IPC-E-16-37
Orchard Ranch 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
Very truly yours,
~7ruL1.__
Donovan E. Walker
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
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·. / ! l.J i:· .. _ ~ ' ... t I ,-,,. ,,, ~·lt,S\O •, l,_,1. ,' ,,! '-"'-
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATIER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR )
APPROVAL OF THE FIRST AMENDMENT )
TO THE ENERGY SALES AGREEMENT )
FOR THE ORCHARD RANCH SOLAR, LLC )
PROJECT. )
) ----------------
CASE NO. IPC-E-16-37
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
Orchard Ranch Solar, LLC Project ("Amendment") between Idaho Power and a PURPA
qualifying facility ("QF"), dated December 1, 2016, filed herewith as Attachment 1. This
Amendment deletes Article 3.3 of the Energy Sales Agreement ("ESA") as it does not
apply, corrects a typographical error in Article 7.4, and changes Appendix B to the ESA
with updated and corrected information.
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-1
In support of this Application, Idaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. Idaho Power and Orchard Ranch Solar, LLC ("Seller") entered into an
ESA on October 13, 2014, for the purchase and sale of energy produced by Seller's QF
solar generation facility ("Facility") located near Murphy, Idaho. This ESA was approved
by the Commission in Order No. 33202, Case No. IPC-E-14-36, on December 29, 2014.
2. The parties to the ESA identified that Article 3.3 refers to a project's
categorization for different published avoided cost rates and does not apply to this ESA
as the Facility exceeds the eligibility threshold for published avoided cost rates.
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 1.35.
4. The parties agree that Appendix B-1 to the ESA contains incorrect Facility
description information and desire to revise Appendix B-1 with an accurate description
that is consistent with the Generator Interconnection Agreement ("GIA") for the QF. The
parties agree to modify Appendix B-2, Location of the Facility, to the final and actual
location of the Facility.
5. 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 and to provide for the proper administration of the
ESA.
II. THE AMENDMENT
6. The Amendment provides for the deletion of Article 3.3 "Solar Project
Qualification." Article 3.3 of the ESA requires the Seller to warrant that the Facility is a
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 2
"Solar Project," as that term is used in Commission Order No. 32697. Order No. 32697
uses project types to identify the published avoided cost rates that apply to different
kinds of projects. As this Facility exceeds the eligibility threshold for published avoided
cost rates and the ESA contains prices based on the incremental cost integrated
resource plan avoided cost methodology as approved by the Commission, the provision
found in Article 3.3 does not apply to this QF and should be removed.
7. 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 1.35 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 .
8. 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. Appendix 8-1, Description of Facility, contains specific
inverter and panel information that has changed in accordance with the Facility's
interconnection process and does not match the equipment that has been studied and
accepted in the GIA between the parties. The parties agree that a more generalized
Facility description is acceptable in Appendix B of the ESA as the equipment
specifications utilized at the Facility are more appropriately evaluated, accepted, and/or
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 3
rejected through the GIA process. Appendix B-2, Location of Facility, contained
outdated and inaccurate location information and the Amendment includes the
corrected location of the Facility.
9. The changes to the ESA as included in the Amendment have no material
effect to the terms and provisions of the ESA and do not alter the performance
requirements or pricing contained in the ESA. The changes are only needed to properly
administer and enforce the ESA.
Ill. PROCEDURE
10. Given the limited scope of the Amendment, Idaho Power requests that the
Amendment be approved without further process.
11. 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
12. 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]
Michael T. Darrington
Energy Contracts Leader
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-4
V. REQUEST FOR RELIEF
13. Idaho Power respectfully requests that the Commission issue an order
accepting the First Amendment to the Energy Sales Agreement submitted herewith
without change or condition.
Respectfully submitted this 22nd day of December 2016.
Attorney for Idaho Power Company
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT -5
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 22"d day of December 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:
Orchard Ranch Solar, LLC
Capital Dynamics, Inc.
645 Madison Avenue, 19th Floor
New York, New York 10022
Hand Delivered
_L U.S. Mail
__ Overnight Mail
FAX
_x_ Email [e-mail]
[e-mail]
[e-mail]
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT-6
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-16-37
IDAHO POWER COMPANY
ATTACHMENT 1
FIRST AMENDMENT
TOTHE
ENERGY SALES AGREEMENT
FOR THE
ORCHARD RANCH SOLAR, LLC PROJECT
This First Amendment of the Energy Sales Agreement ("First Amendment") is entered into
on this /d day of he.ce,,,,kr , 2016, by and between Idaho Power Company, an Idaho corporation
("'Idaho Power"') and Orchard Ranch Solar, LLC, a Delaware limited liability company ("'Orchard
Ranch''), (individually a '·Party" and collectively the ·'Parties").
WHEREAS, Idaho Power entered into the Energy Sales Agreement on October 13 , 2014,
(the "ESA") for the purchase and sale of energy from the Orchard Ranch Solar, LLC Project (the
'·Project'') with Orchard Ranch Solar, LLC approved by the Idaho Public Utilities Commission
("'the Commission'') in Order No. 33202, Case No. IPC-E-14-36;
WHEREAS, Article 3.3 of the ESA, refers to a project's categorization for different
published avoided cost rates and does not apply to this ESA;
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 1.35 ;
WHEREAS, Appendix 8-1 Description of Facility, contains specific Project inverter and
panel information that has changed in accordance with the interconnection process and does not
match the Project's equipment that has been studied and accepted in the Generator Interconnection
Agreement;
WHEREAS, Appendix 8-2 Location of Facility, of the ESA contains outdated and/or
incorrect Project location information;
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 :
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. Deletion of Article 3.3. The Parties agree that Article 3.3 '·Solar Project Qualification'' of the
ESA shall be deleted in its entirety.
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 shall read:
25573998 -Orchard Ranch Solar, LLC
First Amendment Page 1 of 3
'·All pricing contained within Appendix E for the current applicable month(s) and
all future applicable months 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. Change to Appendix B-1 Description of Facility. The Parties agree that Appendix B-1
Description of Facility shall read :
'·Orchard Ranch Solar, LLC is a single-axis tracking photovoltaic (PV) solar
Qualifying Facility that does not exceed the Nameplate Capacity and utilizes PV
modules, inverters, generation and interconnection equipment that is in
compliance and acceptable in the GIA.
Nameplate Capacity: 20 MWac"
5. Change to Appendix B-2 Location of Facility. The Parties agree that Appendix B-2 Location
of Facility, of the ESA shall modify to:
Near: Kuna, ID;
Actual or nearest physical street address: 7399-10597 Kuna-Mora Road, Kuna, Idaho,
83634.
GPS Coordinates: Latitude: 43.469457, Longitude: -116.289892.
State: Idaho County: Ada
Description of Interconnection Location: 34.5 kV line near Kuna-Mora Road.
6. 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.
7. Effect of Amendment. Except as expressly amended by this First Amendment, the ESA shall
remain in full force and effect.
8. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein
shall have the same meaning as used in the ESA.
9. 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.
25573998 -Orchard Ranch Solar, LLC
First Amendment Page2of3
10. 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.
11. 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: :r~ Pru,ky
Name: Je59a_ &ck
25573998 -Orchard Ranch Solar, LLC
First Amendment
ORCHARDRA~CH~,LLC
By:~ ~u
Name: ::r;"'-., 6 !'41:1..nf': ~c (11 ht\ S l,uc4
Title: /4.Jbo,-ik,,/ ${8 V)advej
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