20170606Application.pdf

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DONOVAN E. WALKER
Lead Counsel
[e-mail]
June 6,2017
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-17-09
Mt. Home Solar 1, LLC - Application for Approval of Second and Third
Amendments to Energy Sales Agreement
Dear Ms. Hanian:
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application for Approval of Second and Third
Amendments to Energy Sales Agreement.
Very ly yours,
nE lker
DEW:csb
Enclosures
1221 W. ldaho 5t. (83702)
PO. 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]
dwalker@id com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF AMENDMENTS TO THE
ENERGY SALES AGREEMENT FOR THE
MT. HOME SOLAR 1, LLC, PROJECT.
CASE NO. IPC-E-17-09
APPLICATION FOR APPROVAL
OF SECOND AND THIRD
AMENDMENTS TO ENERGY
SALES AGREEMENT
ldaho Power Company ("ldaho 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 ldaho Public Utilities Commission ("Commission") for
an order approving the Second Amendment to the Energy Sales Agreement for the Mt.
Home Solar 1, LLC Project between ldaho Power and a PURPA qualifying facility
("QF'), dated October 31, 2016, filed herewith as Attachment 1, and the Third
Amendment to the Energy Sales Agreement for the Mt. Home Solar 1, LLC Project,
dated April 19,2017, filed herewith as Attachment 2. The Second Amendment corrects
a typographical error in Article 7.5 and the Third Amendment changes Appendix B of
the Energy Sales Agreement ("ESA') with updated and corrected information.
APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT - 1
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ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. ldaho Power and Mt. Home Solar 1, 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 Mountain Home, ldaho. This ESA was
approved by the Commission in Order No. 33206, Case No. IPC-E-14-26, on January 8,
2015.
2. On November 17,2015, the parties executed a First Amendment to the
ESA to change the contracting party and project name from Mountain Home Solar, LLC,
to Mt. Home Solar 1, LLC. The First Amendment was approved by the Commission in
Order No. 33434, Case No. IPC-E-15-27, on December 15, 2015.
3. The parties identified a typographical error in Article 7.5 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 "planned"
Facility description information and the parties desire to revise Section B-1 with an
accurate description that is consistent with the Generator Interconnection Agreement
('GlA") for the QF.
5. None of the corrections/updates contained in the amendments 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 AMENDMENTS
6. On October 31 ,2016, the parties executed the Second Amendment to the
ESA. This amendment corrects Article 7.5 of the ESA, whereby "Percentage" was
APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT.2
omitted from the second sentence. This correction is needed so that the second
sentence of Article 7.5 properly refers to "Pricing Adjustment Percentage" as defined in
Article 1.35 of the ESA. By making the correction, the second sentence of Article 7.5
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 wil!
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. On April 19,2017, the parties executed the Third Amendment to the ESA.
This amendment makes changes to Appendix B of the ESA. Subsequent to the
Commission's approva! of the ESA, the physical characteristics of the Facility were
changed based on the configuration, design, and construction of the Facility. Appendix
B-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 rejected through the GIA process. Appendix B-4,
Maximum Capacity Amount, lists the direct current nameplate rating of the Facility and
should be changed to the alternating current nameplate rating, or 20 MWac, to be
consistent with the GlA.
8. The changes to the ESA as included in the amendments have no material
effect to the terms and provisions of the ESA and do not alter the performance
APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT - 3
requirements or pricing contained in the ESA. The changes are only needed to properly
administer and enforce the ESA.
III. PROCEDURE
L Given the limited scope of the amendments, ldaho Power requests that
the amendments be approved without further process.
10. 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
11. 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
ldaho Power Company
1221\Nest Idaho Street
P.O. Box 70
Boise, ldaho 83707
dwalker@idahopower. com
dockets@idahopower. com
ldaho Power Company
Cogeneration and Small Power
Production
ldaho Power Company
1221West ldaho Street
P.O. Box 70
Boise, Idaho 83707
mda rri nqton@ id ahopower. com
V. REQUEST FOR RELIEF
12. Idaho Power respectfully requests that the Commission issue an order
accepting the Second Amendment and Third Amendment to the Energy Sales
Agreement submitted herewith without change or condition
Respectfully submitted this 6th day of June 2017.
7nk
OVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT - 4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 6th day of June 2017 t served a true and correct
copy of the within and foregoing APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT upon the following named
parties by the method indicated below, and addressed to the following:
Mt. Home Solar 1, LLC
Attn: Nicholas Minekime and Bo Weigand
c/o True Green Capital Management, LLC
315 Post Road West
Westport, Connecticut 06830
Hand DeliveredX U.S. Mail
Overnight Mail
FAXX Email [e-mail]
bwe ioand@trueo reencapita L com
ch Bearry,
APPLICATION FOR APPROVAL OF SECOND AND
THIRD AMENDMENTS TO ENERGY SALES AGREEMENT - 5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-17-09
IDAHO POWER COMPANY
ATTAGHMENT 1
SECOND AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
MT. HOME SOLAR 1, LLC PROJECT
This Second Amendment of the Energy Sales Agreement ("Second Amendment") is
entered into on this fu(dav of /r4/er ,20rc, by and between Idaho Power Company, an
Idaho corporation ("ldaho Power") and Mt. Home Solar 1, LLC, an Idaho limited liability
company ("Mt. Home"), (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 Mt. Home Solar I , LLC Project (the
"Project") with Mt. Home Solar l, LLC, approved by the Idaho Public Utilities Commission ("the
Commission") in Order No. 33206, Case No. IPC-E-14-26;
WHEREAS, the parties executed the First Amendment of the ESA on November 17,2015,
to change the contracting party and project name from Mountain Home Solar, LLC to Mt. Home
Solar I ,LLC, approved by the Commission in Order No. 33434, Case No. IPC-E-15-27;
WHEREAS, Article 7.5, 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;
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. Correction to Article 7.5. The Parties agree that, as of the effective date of this Second
Amendment, subject to the Commission approval, that the second sentence of Article 7.5 of the
ESA shall read:
"All pricing contained within the Solar Facility Pricing Schedule 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 the Solar Facility Pricing Schedule 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."
Mt. Home Solar 1 Solar, LLC Second
Amendment Page I of2
3. Commission Approval. The obligations of the Parties under this Second Amendment are
subject to the Commission'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 toRP 274.
4. Effect of Amendment. Excep as expressly amended by this Second Amendment, the ESA
shall remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this Second Amendment and not defined
herein shall have the same meaning as used in the ESA.
6. 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, 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 ESA, and (iii)
is has the requisite authority to execute this Second Amendment.
8. 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
duly executed as of the date above written.
IDAHO POWER MT. H
By:By:
Name Name
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Mt. Home Solar I Solar, LLC Second
Amendment
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Page2 of 2
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-17-09
IDAHO POWER COMPANY
ATTACHMENT 2
THIRD AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
MT. HOME SOLAR I, LLC PROJECT
This Third Amendment of the Energy Sales Agreement ("Third Amendment") is entered
into on this //day of 4.;/ , 2017, by and bitween tdaho Power Company, an Idaho
corporation ("ldaho Power"') and Mt. Home Solar 1, LLC, an Idaho limited liability company ("Mt.
Home"'), (individually a "Party" and collectively the ''Parties").
WHEREAS, Idaho Power entered into the Energy Sales Agreement on October 13,2014,
(the "ESA") fbr the purchase and sale of energy from the Mt. Home Solar 1, LLC Project (the
"Project") with Mt. Home Solar 1, LLC, approved by the Idaho Public Utilities Commission ("the
Commission") in Order No. 33206, Case No. IPC-E-14-26;
WHEREAS, the parties executed the First Amendment of the ESA on November 17,2015,
to change the contracting party and project name from Mountain Home Solar, LLC to Mt. Home
Solar 1, LLC, approved by the Commission in Order No. 33434, Case No. IPC-E-15-27;
WHEREAS, the parties executed the Second Amendment of the ESA on October 3 I ,2016,
to correct Article 7.5, second sentence, of the ESA which contained a typographical error, whereby
''Percentage" after Pricing Adjustment was omitted and changed to state "Pricing Adjustment
Percentage" to match the defined term in Article 1.35;
WHEREAS, Appendix B, describes "planned'' Project inverter and module information
that may be different than what has been studied and accepted in the Generator lnterconnection
Agreement ("GIA") and a Nameplate and Maximum Capacity Amount that are inconsistent with
the GIA;
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.
Mt. Home Solar I Solar, LLC Third Amendment Page I of3
2. Change to Appendix B. The Parties agree that Appendix B-l Description of Facility shall
read:
Mt. Home Solar l, 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
Appendix B-4 Maximum Capacity Amount shall read:
This value will be 20 MWac 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) thatpotentially could be delivered by the Seller's Facility to the Idaho
Power electrical system at any moment in time.
3. Commission Approval. The obligations of the Parties underthis Third Amendment are subject
to the Commission's approval ofthis Third Amendmentand such approval being upheld on appeal,
if any, by a court of competent jurisdiction. The Parties will submit this Third Amendment to the
Idaho PUC and recommend approval in its entirety pursuant toRP 274.
4. Effect of Amendment. Except as expressly amended by this Third Amendment, the ESA shall
remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this Third Amendment and not defined
herein shall have the same meaning as used in the ESA.
6. Scope of Amendment. This Third 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 ESA, and (iii)
is has the requisite authority to execute this Third Amendment.
8. Counterparts. This Third 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.
Mt. Home Solar I Solar, LLC Third Amendment Page2 of3
IN WITNESS WFGREOF, the Parties hereto have caused this Third Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY MT. HOME SOLAR I,LLC
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Mt. Home Solar I Solar, LLC Third Amendment Page 3 of3