20190703Application.pdf

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DONOVAN E. WALKER
Lead Gounsel
[e-mail]
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iMISSION
July 3, 2019
VIA HAND DELIVERY
Diane M. Hanian, Secretary
ldaho Public Utilities Commission
47 2 W est Wash i ngton Street
Boise, ldaho 83702
Re: Case No. IPC-E-19-21
MC6 Hydro LLC - First Amendment to Energy Sales Agreement
ldaho Power Company's Application
Dear Ms. Hanian
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application.
Very yours,
Donovan E. Walker
DEW:csb
Enclosures
1221 W. ldaho St. (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@idahopower. com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
R EC E IVED
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IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF THE FIRST AMENDMENT
TO THE ENERGY SALES AGREEMENT
FOR THE MC6 HYDRO LLC PROJECT.
CASE NO. tPC-E-19-21
APPLICATION FOR APPROVAL
OF FIRST AMENDMENT TO
ENERGY SALES AGREEMENT
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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 First Amendment to the Energy Sales Agreement for the MC6
Hydro LLC ("MC6') project ("Amendment") between ldaho Power and a PURPA
qualifying facility ("QF"), dated June 21 , 2019, filed herewith as Attachment 1. This
Amendment deletes and replaces Appendix B-3 of the Energy Sales Agreement
("ESA'), which addresses Scheduled First Energy and Operation Date.
!n support of this Application, ldaho Power represents as follows:
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 1
I. INTRODUCTION AND BACKGROUND
1. ldaho Power and MCG Hydro LLC (jointly, "Parties") entered into an ESA
on April 23,2018, for the purchase and sale of energy produced by MC6's QF hydro
generation facility ("Facility") located near Kuna, ldaho. This ESA was approved by the
Commission in Order No. 34106, Case No. IPC-E-18-09, on July 12,2018.
2. The ESA contains a Scheduled Operation Date of July 30,2019. After the
execution and approval of the ESA, a principle developer of the MCG Facility became
unexpectedly i!! and subsequently passed away, delaying construction of the Facility.
3. The Parties agreed to extend the Scheduled Operation Date to August 31,
2020, along with the application of Delay Damages as set forth in the ESA from the
original Scheduled Operation Date of July 30, 2019, until the project achieves its
Operation Date. The Amendment does not otherwise change any of the obligations of
the Parties set forth in the ESA.
II. THE AMENDMENT
4. The Amendment provides for the deletion of Appendix B-3, Scheduled
First Energy and Operation Date, and replaces it with a new Appendix B-3 set forth in
the Amendment as follows:
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller selected July 30, 2019, as the Scheduled First Energy
Date and Scheduled Operation Date in the Agreement dated
April 23, 2018. The July 30, 2019, Scheduled Operation Date
will remain in effect only as the start date for calculating any
Delay Damages. The Delay Damages will be calculated from
July 30, 2019, until the actual Operation Date of the Project.
!n all other sections of the Agreement that refer to the
Scheduled Operation Date, the Scheduled Operation Date
shaf l be changed from July 30,2019, to August 31, 2020.
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 2
5. The Amendment is subject to the Commission's approval. All other terms
and conditions of the ESA remain in full force and effect.
!II. PROCEDURE
6. 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 seq.
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
ldaho Power Company
1221\Nest ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower. com
dockets@idahopower. com
Michael Darrington
Energy Contracts Leader
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
mdarri nqton@ idahopower. com
ene rovco ntracts@ id a hopower. com
V. REQUEST FOR RELIEF
8. ldaho 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 3'd day of 019
E.ER
Attorney for ldaho Power Company
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 3
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 3rd day of July 2019 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:
MC6 Hydro LLC
Miriah Elliott
1032 Grandview Drive
lvins, Utah 84738
_Hand DeliveredX U.S. Mail
_Overnight Mail_FAXX Email [e-mail]
I
c Bearry, LegalAssistant
APPLICATION FOR APPROVAL OF FIRST AMENDMENT TO ENERGY SALES AGREEMENT - 4
BEFORE THE
IDAHO PUBLIC UTILITIES GOMMISSION
GASE NO. !PC-E-19-21
IDAHO POWER COMPANY
ATTACHMENT 1
FIRST AMENDMENT
TO TIIE ENERGY SALES AGREEMENT
BETWEEN IDAHO POWER COMPANY
AND MC6 HYDRO LLC
J This First Amendment of the Energy Sales Agreement ("First Amendment") is entered into on this
e!'auy otfig-,2019, by and between Idaho Power Company, an Idaho corporation ("[daho
Power"), and MC6 Hydro LLC, an Idaho limited liability company ("MC6 Hydro" or "Seller")
(individually a"Party" and collectively the "Parties").
WITNESSETH:
WHEREAS, Idaho Power and Seller entered into an Energy Sales Agreement on April23'd, 2018,
("Agreement") for the purchase and sale of energy produced by the Seller's MC6 Hydro Project
("Project") that was approved by the Idaho Public Utilities Commission ("Idaho PUC") in Order No.
34106 on July 12,2018;
WHEREAS, the Seller planned to construct and complete the Project on or before the Scheduled
Operation Date of July 3}th,2Ol9.
WHEREAS, one of the principle developers of the Project died after the Agreement was signed
which postponed construction of the Project.
WHEREAS, the Parties agree to amend the Agreement Appendix B-3, Scheduled First Energy and
Operation Date provided that Seller will pay for any Delay Damages as defined and calculated in
accordance with the Agreement between the original July 30th, 2019, Scheduled Operation Date and the
actual Operation Date of the Project.
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:
Incorporation of Recitals. The above-stated recitals are incorporated in this First Amendment
and made a part of this First Amendment by this reference to the same extent as if these recitals
were set forth in full at this point.
Appendix B-3: Scheduled First Energy and Operation Date. Appendix B-3 of the Agreement
shall be deleted entirely, and the following language shall be substituted instead:
B-3 SCHEDULED FIRST ENERGY AND OPERATION DATE
Seller selected July 30, 2019, as the Scheduled First Energy Date and Scheduled Operation
Date in the Agreement dated April23,20l8. The July 30, 2019, Scheduled Operation Date
will remain in effect only as the start date for calculating any Delay Damages. The Delay
Damages will be calculated from July 30,2019, until the actual Operation Date of the
Project. ln all other sections of the Agreement that refer to the Scheduled Operation Date,
the Scheduled Operation Date shall be changed from July 30,2019, to August 31,2020.
Energy Sales Agreement
Project: 20190301 MC6 Hydro
First Amendment - Page I of 2
1
2.
)Commission Approval. 'l'he obligations o{'the Parties Lrndel this [iirst Amendment are subject to
the ldaho PUC's approval of this frirst Amendment and such approval being Lrpheld on appeal. il'
any. by a court of competent.iurisdiction. l'he Partics will subnrit this First Anrendment to the
Idaho I'}LJC and recomnrend approval in its entirety pursuant to RP 274.
Effect of Amendmont. Except as expressly amencled by this First Amendnrent. the Agreenrent
shall r:errain in full firrce and effect.
Capitalized Terms. All capitalized terms used in this lr:irst Amendnrent and not clellned herein
shall have the same meaning as used in the Agreement.
Scope of Amendment. 'l'his First Arnendment shall be binding upon and inure to the benefit of'
the Parties hereto" and their respective heirs, executors, adrninistrators. sLlccessors. and assigrrs.
rvho are obligated to take any action u,hich rnay be necessar)' or proper to cany out the plrrposc
and intent thereof.
Authority. Each Party represents and r,r,arrants that (i) it validly exists ancl in good standing irr 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 I;irst Amendment.
Counterparts. This First Arnendment may be executecl in any number clf counterpa(s, each of
which shall be deemed an original and all of rvhich taken together shall constitute a single
instrumerrt.
lN WITNESS WHEREOF. ttre Parties hereto have caused this First Amendment to be executed
in their respective narnes on the dates set lbrth belon,:
MC6 HYDRO. I,I,C I DAI{O POWF,R COMI'AN Y
By'
.1.
5
6.
7
8
By
Nanrc: TdSW Name:
Title:Title
Date:a Date
J 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.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 validly exists and in good standing in the
state in which it is organized, (ii) it is the proper party to amend the Agreement, and (iiD 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 executed
in their respective names on the dates set forth below:
MC6 HYDRO, LLC
By:),L-
Name:Name: Te sela Parn r
Title:Title
Date:Date isi
IDAHO POWER
By: