20220505Settlement Stipulation.pdf

sm.
AnID CORPCompany
DONOVAN E. WALKER
Lead Counsel
dwalker@ida hopower.com
May 5, 2022
VIA ELECTRONIC MAIL
Jan Noriyuki, Secretary
ldaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, ldaho 83714
Re Case No. !PC-E-20-27
Coleman HydroElectric LLC
Idaho Power Company's Application re the Sales and Purchase of the
Electric Energy from the Coleman Hydro Project
Dear Ms. Noriyuki:
Attached for electronic filing, please find the Settlement Stipulation and Motion to
Approve Settlement Stipulation in the above entitled mafter. lf you have any questions
about the aftached documents, please do not hesitate to contact me.
Very truly yours,
Zdat4
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER (lSB No.
ss21 )
ldaho Power Company
1221 West ldaho Sfeet (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwal [e-mail]
Attorney for ldaho Power Company
GREGORY M. ADAMS (lSB No.74il)
Richardson Adams, PLLC
515 N.27s Sheet
Boise, ldaho 83702
Telephone: [phone]
Fax [phone]
[e-mail]
Attorney for Coleman Hydroelectric,
LLC
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
COLEMAN HYDROELECTRIC LLC, FOR
THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE
COLEMAN HYDRO PROJECT
DAYN HARDTE (rSB NO. 9917)
Deputy Attomey General
ldaho Public Utilities Commission
PO Box 83720
Boise, ldaho 83720fi74
Telephone: [phone]
dayn.hard [e-mail]
Attomey br Commission Staff
CASE NO. |PC-E-2A-27
SETTLEMENT STIPULATION AND
MOTION TO APPROVE SETTLEMENT
ST!PULATION
IN THE PUBLIC UTILITIES COMMISSION OF THE STATE OF IDAHO
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This settlement stipulation ('Settlement Stipulation") is entered into
between ldaho Power Company ("ldaho Powe/' or "Company'); Coleman
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 1
Hydroelectric, LLC ("Coleman Hydro'), and ldaho Public Utilities Commission
Staff ("Staff) (hereafter jointly refened to as "Parties'or individually as a "Pafi").
As explained below, the Parties respectfully request that the ldaho Public Utilities
Gommission ("Commission") enter its Order approving the Seftlement Stipulation
and the Energy Sales Agreement, as amended by the First Amendment to the
Energy Sales Agreement, between ldaho Power and Coleman Hydro without
material change or condition, and without further proceedings as follows:
r. TNTROOUCT|oiT AND IIOTION
' 1. The terms and conditions of this Settlement Stipulation are set forth
herein. The Parties agree that this Settlement Stipulation represents a fair, just,
and reasonable compromise of the dispute(s) between the Parties and that this
Settlement Stipulation is in the public interest. The Parties jointly seek to obtain
Commission approval of the Settlement Stipulation as a condition precedent b
the Settlement Stipulation's efiectiveness. The Parties maintiain that the
Settlement Stipulation as a whole and its acceptance by the Commission
represent a reasonable resolution of all issues between the Pailies identified
herein. Therefore, the Parties hereby respectfully move the Commission, in
accordance with RP 56, for an Order approving the Settlement Stipulation
executed between the Parties and all of its terms and conditions without material
change or condition.
II. BACKGROUilD
2. On June 25, 2021, ldaho Power filed an application requesting
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 2
acoeptance or rejection of the Energy Sales Agreement executed between ldaho
Power and Coleman Hydro. As submitted fur Commission approval, the Energy
Sales Agreement contained the published avoided cost rates made effective on
and after June 1, 2019 by Order No. 34350 (the'Order No. 34350 rates').
3. The Commission established comment deadlines under its rules for
modified procedure.
4. On August 6, 2021, Staff filed comments recommending, in
relevant part, that the Commission should condition approval of the Energy Sales
Agreement on the parties replaclng the Order No. 34350 rates with the rates
approved effective June 1, 2020 by Order No. 34683 (the "Order No. 34683
rates'). Staff asserted that the rates proposed for use by ldaho Powe/s
application - the Order No. 34350 rates - were unavailable because the Energy
Sales Agreement was fully executed and effective afier the new rates took effect
on June 1, 2O2O, per Oder No. 34683.
5. On August 13,2024, Haho Power liled reply comments providing
explanation as to the parties' negotiations and why ldaho Power agreed to
execute the agreement with the Order No. 34350 rates. ldaho Power explained
that Coleman Hydro had been pursuing an Energy Sales Agreernent since May
of 2018 and there were no material terms in dispute. lt explained that the final
wrttten agreement had been sent to Coleman Hydro prior to June 1 ,2020, and
the only element absent at the time of the June 1 rate change was the actual
signatures on the Energy Sales Agreement, which occurred on June 8, and June
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 3
19,2020. Thus, based on ldaho Powe/s understanding of PURPA's mandatory
purchase obligation, ldaho Power did not believe it could refuse to sign the
contract. But it asserted that eligibility for the Order No. 34350 rates was a
determination to be decided by the Commission.
6. Coleman Hydro also filed its own reply comments, and after
receiving an extension of time, it filed supplemential comments and a supporting
declaration of Jordan Whittaker. Coleman Hydro's filings conoborated the
timeline of events submitted by ldaho Power and further explained that prior to
June 1, 2O2O, Coleman Hydro had already incurred the vast majority of the
expense in completing construction of the facility in reliance on its belief it would
be paid the Order No. 34350 rates. As of May 19, 2O2O, Coleman Hydro had
communicated its agreement to allterms and conditions of the fina! Energy Sales
Agreement, but it explained that the document was not executed untll after June
1,2O2O, due solely to the delay of having the physical document mailed back and
forth to affix signatures to it during the global pandemic. Coleman Hydro argued
that under applicable law, it was entitled to the Order No. 34350 rates contained
in the executed agreement, and the Commission should apprcve the agreement
as filed by ldaho Power.
7. On December 17, 2020, the Commission issued its Final Order No.
34870- The Commission's Final Order No. 34870 conditioned approval of the
Energy Sales Agreement upon the Order No. 34350 rates being replaced with
the Order No. 34683 rates.
lPc-E-zo-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 4
8. On January 4, 2021, Coleman Hydro filed a petition for
reconsideration, requesting that the Commission reconsider Final Order No.
34870 and approve the Energy Sales Agreement as filed by ldaho Power with
the Order No. 34350 rates. ln support, Coleman Hydro submitted additional
declarations in support of its position.
9. After granting reconsideration for further consideration, the
Commission issued Reconsideration Order No. 34991 on April 5,2021. The
Commission denied Coleman Hydro's request to revise its Final Order No.
34870.
10. On May 11,2021, Coleman Hydro filed a notice of appeal to the
ldaho Supreme Court.
11. Before the due date for Coleman Hydro's opening brief in the Court,
the Parties initiated settlement discussions. Based upon the settlernent
discussions; as a compromise of the respective positions of the parties; in order
to provide certainty and to avoid the uncertainties and cost of litigation before the
Commission, @urts, and other administrative bodies; and for other consideration
as set forth below; the Parties agree to the following terms, conditioned upon and
subject to approval of the fullowing terms by the Commission:
m. TERiis oF THE.SETTLEilEI{T SnpULATtON
12. ldaho Power and Coleman Hydro agree to a First Amendment to
the Energy Sales Agreement to include the following amendments to the
Agreement initially submitted to the Commission in this proceeding:
tPc-E-20-27
JOINT SETTLEMENT STIPUI.ATION AND MOTION
PAGE - 5
a. Rates: The Parties agree to compromise rates that are less than
the Order No. 34350 rates proposed for approval in ldaho
Powe/s initial application and higher than the Order No. 34683
rates initially recommended for use by Staff. The compromise
rates are included in amended Appendix E and Appendix F.
b. Scheduled First Energy and Operation Date: ln light of a bnger
than expected approval prooess for the Energy Sales
Agreement and an unexpected delay in the completion of
construction of interconnection facllites, and to avoid future
disputes over such matters, the Parties agree to amend the
Energy Sales Agreemenfs Scheduled First Energy Date and
Scheduled Operatlon Date in Appendix B as follows:
i. Scheduled First Energy Date: October 15,2022
ii. Scheduled Operation Date: November 15,2022
c. Facility Capacity: ln light of the Commission's recent direction
in Order No. 35239, the Parties agree to amend he Facility
Nameplate Capacity and Maximum Capacity Amount in
Appendix B as bllows to reflect actual anticipated capacity
based on the most cunent information available:
i. Facility Nameplate Capacity: 750 kW
ii. Maximum Capacity Amount 8003W
tPc-E-2U27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 6
d. lnadvertent Energy: The Parties agr€e to amend the ESA's
provision for'lnadvertent Energy" to stiate that energy delivered
in excess of the Facilit/s Nameplate Capacity amount, as
measured on any hourly basis in kwh, shall be lnadvertent
Eneqy which ldaho Power will accept but fur urfiich ldaho
Power has no obligation to pay Seller, as set forth in more detail
in the First Amendment to the ESA's amendment to Paragraph
7.7.
e. Typographical Conection: The Parties agree to conect a
typographical error regarding the description of the brm of
business organization in the Energy Sales Agreemenfs opening
paragraph to clarify that the Seller, Coleman Hydroelectric, LLG,
is a limited liability company.
t. Effectiveness: The Parties agree that the effectiveness of the
First Amendment to the Energy Sales Agreement is expressly
conditioned upon Commission approval of the Energy Sales
Agreement, as amended by the First Amendment to the Energy
Sales Agreement, without material change or condition, and
should the Commission fail to issue an order providing such
approval, the First Amendment will be of no legal effect
whatsoever; in such event of non-approval, the Parties will be
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 7
restored to their prior positions under the initially submitted
Energy Sales Agreement and applicable law.
13. Reservation of Riohts: No Party concedes its position with respect
to the laufirlness of the Commission's prior rejection of the rates contained in the
initially submitted Energy Sales Agreement in Order Nos. &4870 & 34991. This
Settlement Stipulation is intended as a reasonable compromise in the public
interest and to save parties and the Commission.from further litigation. No Party
shall be bound, benefited, or prejudiced by any position asserted in the
negotiation of this Settlement Stipulation, except to the extent expressly stated
herein, nor shall this Settlement Sfipulation be construed as a waiver of rights
unless such righB are exprcssly waived herein. Except as otherwise expressly
provided for herein, execution of this Settlement Stipulation shall not be deemed
to constitute an acknowledgment by any Party of the validity or invalidity of any
particular method, theory, or principle of regulation or cost recovery. No Party
shall be deemed to have agreed that any method, theory, or principle of
regulation or cost recovery employed in aniving at this Settlement Stipulation is
appropriate for resolving any issues in any other proceeding in the future. No
findings of fact or conclusions of law other than those stated herein shall be
deemed to be implicit in this Settlement Stipulation. This Settlement Stipulation
sets forth the complete understanding of the Parties, and this Settlement
Stipulation includes no other promises, understandings, representiations,
lPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 8
arangements or agreements pertaining to the subject matter of this Settlement
Stipulation, or any other subject matter, not expressly contained herein.
14. The Parties agree that no part of this Stipulation or the formulae
and rnethods used in developing the agreements herein or a Commission order
approving the same shall in any manner be argued or considered as precedential
in any future case.
15, The obligations of the Parties are subject to the
Commission's approval of this Settlement Stipulation in accordance with its terms
and mnditions and upon such approval being upheld on appeal, if any, by a court
of competent jurisdiction. All terms and conditions of 0ris Settlement Stipulation
are subject to, and expressly contingent upon, approval by the Commission
without material change or modification, and only after such approval and
expiration of the period for rehearing and appeal of such approval, or in the case
of an appeal challenging such approval upon affirman@ on appeal.
16. Procedure Before the Commission: The Parties wi!! submit this
Settlement Stipulation to the Commission and re@mmend approval in its
entirety. The Parties shall support this Settlement Stipulation before the
Commission and shall not appeal a Commission order approving the Settlement
Stipulation or an issue resolved by the Settlement Stipulation. lf this Settlement
Stipulation is challenged by anyone who is not a Party, then each Party reserves
the right to file testimony, cross-examine witnesses, and put on such case as
they deem appropriate to respond fully to the issues presented, including the
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 9
right to raise issues that are incorporated in the settlements embodied in this
Seftlement Stipulation. Notwithstanding this reservation of rights, the Parties
agree that they will continue to support the Commission's adoption of the terms
of this Settlement Stipulation.
17. Procedure Before ldaho Suoreme Court: The Supreme Court
granted a suspension of the appeal to allow the parties to complete negotiation of
settlement, and the Courfs order establishes that the suspension will remain in
effect until March 21,2A22. On Marct 16,2022, Coleman Hydro filed a stipulated
motion to continue the suspension of proceedings on appeal. To the extent that it
becomes necessary to further continue the suspension of the appeal before a
Commission order approving or rejecting this SetUement Stipulation is issued and
becomes final and non-appealable, the parties agree to cooperate in good faith
to request that the Court continue such suspension. ldaho Power and the
Commission will agree to stipulate to continuation suctr suspension or to allow
Coleman Hydro to represent to the Court that the suspension motion is
uncontested. lf the Commission unconditionally approves this Settlement
Stipulation and Energy Sales Agreement, as amended by the First Amendment
to the Energy Sales Agreement, Coleman Hydro wil! voluntarily dismiss its
appeal before Supreme Court promptly upon expiration of the rights of any
person to petition for reconsideration and/or appeal sucfi order, and all Parties
will stipulate to such dismissal with each party to bear its own costs and fees. lf
the Commission does not unconditionally approve this Settlernent Stipulation and
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 10
the Energy Sales Agreement, as amended by the First Amendment to the Energy
Sales Agreement: (a) this Settlement Stipulation and the First Amendment to the
Energy Sales Agreement will automatically terminate and be of no legal effect
upon rejection by the Commission; (b) Coleman Hydro may move the Supreme
Court to lift the suspension of the appeal, and no Party will oppose such a motion
to lift the stay of the appeal; (c) All Parties expressly reserve the right to revert to
their prior positions before the Court in the appeal of Order Nos. 34870 & 34991.
18. This SetUement Stipulation may be executed in counterparts and
each signed counterpart shall constitute an original document.
M. PROCEDURE
19. Pursuant to RP 274,lhe Commission has discretion to detennine
the manner with whicfr it oonsiders a proposed settlement. ln this matter, the
Parties have reached agreement on a final resolution to this case. This
Setdement Stipulation is reasonable and in the public interest. The Parties
request that the Commission approve the Settlement Stipulation without further
proceedings.
20. ln the altemative, should the Commission determine that further
proceedings are roquired to consider the Settlement Stipulation, pursuant to RP
201, the Parties believe the public interest does not require a hearing to consider
the issues presented by this Motion and request it be processed as expeditiously
as possible by Modified Procedure, without waiving the right to a hearing on the
previously disputed matters in this proceeding should the Commission reject the
Settlement Stipu lation.
tPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE-11
V. REOUESTED RELIEF
NOW, THEREFORE, the Partee respectfulV requeot that the Cornrnission
enter lts Order appoving the SetUernent Stpulation ard the Energy Sahs
Agreement, as amended by the First Amendment to the Energy Sales Agrcement,
betrveen ldaho Pouuer and Cohman ffiro url0rout rnaterial cfiange or ondilion,
and wi[rout fur$er prcceedings.
Respectftrlly submitted th*9+l\ day of May 2o22.
DONOVAN E. WALKER
Attorney fior ldaho Poupr Company
HYDROELEGTRIC, LLC
GREGORY M. ADAMS
Attomey fur Coleman Hydroelectic, LLC
cottrssroN STAFF
DAYN HARDIE.
Attomey for Commission Stafr
tPc-E-20-27
JOINT SETTLEMENT STIPUIATION AND MOTION
PAGE - 12
CERTIFICATE OF SERVICE
I HEREBY ertify $rat I haw on fris{fuay of May 2}z2,served the
bregoing Joint Settlement Stipulation and Motion, by emailwherc listed, to the
bllowing:
Jan Noriyuki
Gommbslon Secretary
ldaho Public Utiliti€s Commission
P.O. Box 83720
Boise, lD 83720{n74
jan. [e-mail]. gov
Dayn Hardie
Depu$ Attomey Genenal
ldaho Public Ufflities Gommission
P.O. Box 83720
Boise, lD 83720{D74
dayn. hardie@puc. ldaho. gov
By:
aPc-E-20-27
JOINT SETTLEMENT STIPULATION AND MOTION
PAGE - 13
Gregory M. Adams (lSB No. 74il1
Richardson Adams, PLLC
515 N.27t' Sbeot
Boise, ldaho 83702
Tebphone: (208) 93&2236
Fax [phone]
$[e-mail]
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-20-27
IDAHO POWER COMPANY
ATTACHMENT 1
FIRST AMENDMENT
TO THE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COTVIPANY
ANI)
COLEMAN HYDRO LLC
This First Amendment of the Enetgy Sales Agreement ("First Amendment") is entered into
on this Jptday of April 2022,by and between Idaho Power Company, an ldaho corporation
("ldaho Pow'er"). and Coleman Hydro LLC, a limitsd liability company ("Seller") (individually a
"Party" and collectively the "Parties").
WHEREAS, Idaho Power and the Seller hold an Energy Sales Agrcement ("ESA") dated
June 19\ 2020, for the purchase and sale of generation produced by the Colenran Hydro PURPA
Qualifring Facility ("Facility"). The ESA contains ldaho Public Utilities Commission
(*Commission") avoided cost prices effective June l, 2019, that were published by Order No.
34350; and
WHEREAS, the Commission Order No. 34683 dated May 29,2020. published the new
avoided cost rates effective June I, 2020; and
WHEREAS, the Commission Order No. 34870 dated Decernber 17,2020, approved the
ESA "conditioned upon on the Company and Seller updating the ESA's published avoided cost
rates consistent with Order No. 346E3."; and
WHEREAS, the Commission OrderNo.3499l dated April5,202l, denied Seller's
request to revise Final Order No. 34870 upon reconsideration, and on May I l,2021, Coleman
Hydro filed a Notice of Appeal to the ldaho Supreme Court; and
WHEREAS, before the filing of briefs at lhe ldaho Supreme Court Idaho Power, Seller,
and Commission Staffinitiated settlement discussions. Based upon the settlcment discussions;
as a compromise of the respective positions of the parties; in order to provide certainty and to
avoid the uncerlainties and cost of litigation before the Commission, courts, and other
administrative bodies; and consistent with the Settlement Slipulation between ldaho Power,
Seller, urd Commission Staff; Idaho Power and Seller desire to amend the ESA to include the
avoided oost rates ageed to in the Settlement Stipulation, as well as various other amended terms
of the ESA.
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknorvledged, and intending to be
legally bound, the Parties hereto agree as follows:
l. Incoraoration of Recitals. The above-stated recitols are incorporated into and made a part of
this ESA by this reference to the same extcnt as if these recitals wer€ set forth in full at this point.
2. Pricing - Appendix E end F. Appendix E and F of the ESA shall be deleted in their entirety
Energy Sales Agrocment
Projccc 20200501 Coleman Hydro Project
First Amendment - Page 9 of l0
and replaced with the following new Appendix E and F:
APPENDTX E
SEASONAL FTYDRO FACILITY ENERGY PRICES
@rices based on the Nameplate Capacity Amorurt of 750 kW, Non-Fueled Rates)
- For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with the Settlement Stipulation
between Idaho Power, Sellcr, and IPUC Staf{, with seasonalization factors applied:
Season | -(73.50y") Season 2- (120.00o/o) Season 3 - (100.00 0/o)
Year Mills/kwh Mills/kwh MillJkwh
E-l
2022
2023
2024
2025
2026
2027
202E
2029
2030
203t
2032
2033
2034
2035
2036
2037
2038
2039
2040
20/-l
2442
2M3
204/-
22.8s
24.t9
26.10
28.32
66.93
68.60
70.51
'n.75
73.01
74.24
76.30
78.16
79.97
81.68
83.54
85.41
87.22
88.97
91.08
92.69
94.47
96.80
99.46
37.31
39.50
42.61
46.23
t09.28
l I1.99
115.12
It7.l4
tlg.2t
12r.22
124.57
t27.60
130.56
133.36
136.39
t39.4s
142.41
t4s.27
r48.71
151.34
154.24
t58.04
162.38
31.09
32.92
35.51
38.53
91.06
93.33
9s.93
97.62
99.34
101.02
103.81
106.34
108.81
I I l.13
l13.66
tt6.2t
l18.68
121.06
123.92
126.12
128.s3
l3 l .70
135.32
Energy Sales Agreement
Project 20200501 Colernan Hydro Project
First Amendment - Page 9 of l0
E-2 Base Energy Light Load Purchase kicc - For all Base Energy received during Light Load Hours,
Idaho Powerwill pay the non-levelized energy price in accordancewith the Scttlement Stipulation
between Idaho Power, Seller, and IPUC Staff, with seasonalization factors applied:
Season I - (73.50W Season 2 - (120.00 YA Season 3 - (100.00 7o)
Year Milk/kWh Mills/kwh Mills/kwh
2022
2023
2024
202s
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
204t
20/.2
2043
2044
r7.50
18.84
20.75
22.97
61.58
63.24
65.16
66.40
67.66
68.89
70.9s
72.80
74.62
76.33
78.19
80.06
81.87
83.62
85.73
87.34
89.12
91.44
94.1
28.s7
30.76
33.87
37.50
100.54
t03.26
106.38
108.40
110.47
112.49
115.84
118.87
r 21.83
r24.62
127.66
t30.72
133.68
136.53
139.98
142.60
145.50
149.30
153.65
23.81
25.64
28.23
31.25
83.78
86.05
88.65
90.34
92.06
93.74
96.s3
99.06
10r.53
103.85
106.38
108.93
111.40
I13.78
116.il
1 18.84
121.25
124.42
128.04
Energy Salcs Agroement
Project 20200501 Coleman Hydro Project
First Amendment - Page 9 of l0
E-3 All Hours Energy Price - The price to be rsed in the calfllation of the Surplus Energl Price and
Delay Damage Price shall be the non-levelized enagy price in accordance with the Settlement
Stipulation between ldaho Power, Seller, and IPUC Stafr with seasonalization factors applied:
Season I - (73.50 o/o) Season 2 - (l20.WyA Season 3 - (100.00 0/o)
Year Mills/kwh Mills/kwh Mills/kWh
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
2038
2039
2040
2041
2M2
2043
2044
20.47
21.81
23.72
25.94
64.55
66.2t
68.r3
69.37
70.63
71.86
73.92
75.77
77.59
79.30
8 r.l6
83.03
84.84
t6.59
88.70
90.31
92.09
94.41
97.0E
33.42
35.61
38.72
42.35
10s.39
108.10
I I1.23
113.25
115.32
l17.33
120.68
t23.72
t26.68
129.47
132.51
135.57
138.52
141.38
t44^82
t47 A5
150.35
154.15
158.50
27.85
29.68
32.27
3s29
87.82
90.09
92.69
94.38
96.10
97.78
I00.57
103. l0
105.57
107.89
tl0-42
n2.97
r15.44
tt7.82
120.68
122.88
125.29
128.46
132.08
Encrgy Sales Agreement
Projecc 20200501 Colsman Hydro Project
First Amcndment - Page 9 of l0
F-1
APPENDIXF
NON-SEASONAL FIYDRO FACILITY ENERGY PNCES
(Prices based on the Nameplate Capacity Amount of 750, Non-Fueled Rates)
Base Energ.v Heaw Load Purchase Price - For all Base Energy reeeived during Heavy Load Hours,
Idaho Power will pay the non-lerrelized enerry price in accordance with the Settlement Stipulation
between Idaho Power, Seller, and IPUC Staff, with scasonalization factors applied :
Season I - (73.50 %) Scason 2 - ( 120.00 %) Season 3 - (100.00 7o)
Year Mills/kU/h Mills/kUlh Millslkwh
2022
2023
2024
2025
2026
2027
2028
2029
2030
203t
2032
2033
2034
2035
2036
2037
2038
2039
2M0
2041
2M2
2M3
2044
22.85
24.19
26.t0
28.32
52.13
53.s7
s5.26
56.28
57.32
58.32
60.14
61.76
63.33
64.80
66.4t
68.03
69.s8
71.07
72.92
74.26
75.77
77.82
80.20
37.31
39.50
42.61
46.23
85.10
87.46
90.23
91.88
93.58
95.22
98. t9
100.83
r03.40
105.79
t08.42
I11.07
113.5r
I16.04
119.06
121.24
123.70
127.05
r30.94
31.09
32.92
35.51
38.53
70.92
72.89
75.19
76.57
77.98
79.35
8l.82
84.02
86.17
88.16
90.35
92.56
94.68
96.70
99.21
l0l.(X
103.09
10s.88
t09.t2
Energy Sales Agrccment
Projec[ 2020050 I Coleman Hydro Project
First Amendment - Page 9 of l0
E-2 Basc Energ.v Lisht LoadPur€hEsc P.riac - For all Base Energy reccived during Light Load Hours,
Idaho Power will pay the non-levelized enerry price in accordance with the Settlernent Stipulation
betwee! Idaho Power, Seller, and IPUC StaG with seasonalization factors applied:
Season I - (73.50 %) Season 2 - (120.00 %) Season 3 - (100.00 o/o)
Year Mills/kwh Mills&Wh Mills/kWh
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
20/,0
2Mt
2042
2M3
2044
17.50
1E.84
20.75
22.97
45.78
48.22
49.9t
50.93
51.97
52.97
54.79
56.41
s7.9t
s9.45
51.05
62.68
64.23
65J2
67.57
6E.91
'10.42
72.47
74.85
28.57
30.76
33.E7
37.50
't6.37
7E.72
8r.49
83.15
84.84
85.48
89.45
92.W
94.66
97.M
99.69
102.33
104.88
107.30
l10.32
112.51
t14.97
r 1t.32
122.21
23.81
25.&
28.23
31.25
63.il
65.61
67.91
6929
70.70
72.07
74.54
76.74
78.89
80.88
83.07
85.28
87.40
89.42
91.93
93;t6
95.81
98.60
101.84
Encrgy Salcs Agrcement
Projece 20200501 Coleman Hydro Project
First Amendment - Page 9 of l0
F-3 All Hours Enere}, Price - The price to be used in the calculation of the Surplus Energy hicc and
Delay Damage Price shall be the non-levelized enerry price in accordance with the Sefilemetrt
Stipulation between Idaho Power, Seller, and IPUC Staff, with seasonalization factors applied:
Season l -(73.50n Season 2-(l20.0OVA Scason3 - (100.00 o/o)
Year Mills/kWh MillJkWh MillVkwh
2022
2023
2024
2025
2026
2027
2028
2029
2030
2031
2032
2033
2034
2035
2036
2037
2038
2039
2040
20/.t
2042
2043
2M4
2A.41
21.81
23.72
25.94
49.75
5 l.l9
52.t8
53.90
54.94
s5.94
57.76
s9.38
60.95
62.42
&.02
65.65
67.20
68.69
70.54
71.88
73.39
75.44
77.82
33.42
35.61
38.t2
42.35
8t.22
83.57
86.34
87.99
89.69
91.33
94.30
96.94
99.s 1
101.91
104.53
107.18
109.72
l 12.15
1 15. 17
tt7.36
119.82
123.17
127.M
2't.85
29.68
32.27
35.29
67.6E
69.65
7l_95
73.33
74.74
76.11
78.58
80.79
82-93
u.92
87.1r
89.32
9t.44
93.46
95.97
97.80
99.85
t02.64
105.88
Energy Sales Agreement
Projcct 2020050lC.olcman tlydro Projeot
First Amendmcnt - Page 9 of l0
3. Inadvertent Energy - Paragnph 7.7. The ESA's provision for "Inadvertent Energy" shall
be amended to state that energy delivered in excess of the Facility's Nameplate Capacity
amount, as measured on any hourly basis in lorh, shall be Inadyertent Energy which Idaho
Power will accept but for which Idaho Power has no obligation to pay Seller, as set forth
below. Paragraph 7.7 of the ESA shall be deleted in its entirety and replaced with the new
paragraphT.T:
7.7 Inadvertent Enerqv -
7.7.1 Inadvertent Energy is electric energy produced by the Facility, expressed
in kWh, which the Seller delivers to Idaho Power at the Point of Delivery that:
a.) exceeds ten thousand (10,000) kW multiplied by the hours in the
specific month in which the energy was delivered. (For example, January
contains 744 hours. 744 hours times 10,000 kW:7,440,000 kwh. Energy
delivered in January in excess of 7,440,000 kWh in this example would be
Inadvenent Energy.)
-or-
b.) exceeds the amount of energy (in kWh) that can be generated in any
given hour based on the Nameplate Capacity amount (in kW). (For
example, with a Nameplate Capacity Amount of 750 kW, energy delivered
in excess of 750 kWh in any given hour in this example would be
Inadvertent Energy.)
7 .7.2 Although Seller intends to design and operate the Facility to generate no
more than ten (10) average MW monthly, or no more than the energy that can be
generated at the Nameplate Capaciry amount continuously ovsr any given hour,
and therefore does not intend to generate and deliver Inadvertent Energy, Idaho
Power will accept Inadvertent Energy, but will not purchase or pay for
Inadvertent Energy.
7.7.3 Delivering Inadvertent Energy to ldaho Power for two (2) consecutive
months and/or in any three (3) months during a Conffact Year, due to exceeding
ten thousand (10,000) kw multiplied by the hours in the specific month in which
the energy is delivered (Article 7.7 -l a.) but not due to exceeding the amount of
energy that can be generated in any given hour based on the Nameplate Capacity
amount (Article 7.7.1 b.), will be a Material Breach of this Agreement and ldaho
Power may terminate this Agreement within sixty (60) days after the Material
Breach has occunrd.
4. Nameplate Capacity and Maximum Capacity Amount - Appendix B. The "Facility
Nameplate Capacity" in paragraph B-1 of Appendix B to the ESA shall hereby be changed from
Energy Sales Agreement
Project: 2020050 t Coleman Hydro Project
First Amendment - Page 9 of l0
800 kW to 750 kW. *800" shall be deleted and replaced with "750." The 'Ma:<imum Capacity
Amount" in paragraph 84 of Appendix B to the ESA shall remain at 800 krilrr. The following
words shall be deleted from the first sentence of Appendix 84: "in accordance with the GIA."
5. Scheduled First Energy Date and Scheduled Operetion Date - Appendix B. The
"Scheduled First Energy Date" and "Scheduled Operation Date" contained in Paragraph 2 shall
herebybechangedtoJulyl,2022,andAugustl,2022,respectively,assetforthbelow. Paragraph
B-2 of the ESA shall be deleted in its entirely and replaced with the new paragraph B-2:
8.3 SCHEDULED FIRST ENERGY DATE AND OPERATION DATE
Seller has selected October 15,2022, as the Scheduled First Energy Date.
Seller has selected November 15,2022, as the Scheduled Operation Date.
Because the Facility is a Seasonal Hydro Facility, should the
interconnection facilities be completed at a time when there is no flowing water
with which to bring the project online, then the Scheduled Operation Date, or
expiration of the 120-day Delay Cure Period if the Scheduled Operation Date has
passedo will be delayed to the next available month during which there is water
available withwhich to generate.
6. Tlpographical Correction - Seller Name. in the first paragraph of Page I of the ESA, delete*COLEMAN I{YDROELECTRIC, LLC a non-profit Idaho canal company (Seller)" and replace
those words with'COLEMAN HYDROELECTRIC, LLC a limited liability company (Seller)."
7. Commission Approval. The Parties will submit this First Amendment to the IPUC andrequest
approval or rejection in its entirety pursuant to RP 274. The Parties agree that the effectiveness of
the First Amendment to the Energy Sales Agreement is expressly conditioned upon Commission
approval of the Energy Sales Agreement, as amended by the First Amendment to the Energy Sales
Agreement, without material shange or condition, and such approval being upheld on appeal, if
any, by a court of competent jurisdiction. Should the Commission issue an order rejecting such
approval, the First Amendment will be of no legal effect whatsoever; in such event of non-
approval, the Parties will be restored to their priorpositions under the initially submitted ESA and
applicable law.
8. Effect of Amendment. Except as expressly amended by this First Amendment, the ESA shall
remain in full force and effect.
9. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein
shall have the same meaning as used in the ESA.
10. Scope of Amendment. This First Amendment shall be binding upon and inure to the benefit
of the Parties hereto, and their respective heim, 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.
Energy Sales Agreement
Project: 202fi)501 Coleman Hydro koject
First Amendment - Page 9 of l0
I l. Authority. Each Party represfits 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)
it has the requisite authority to execute this First Amcndment.
12. Counterperts. This First Amendment may be executed in any number of counterparts, each
of which shall be deerned an original and all of which taken together shall constitute a single
instmment.
IN WITNESS WHEREOF, the Parties hereto have caused this Fint Amendmcnt to bc duly
executed as of the date above wriftcn.
COLEMAN IDAHO
By:By:
Name:S',,Ja^ (Jl';'l'+>"L*-Name:U Aoeur^t
Title: Ptc.n noint l1o-rb..Title:--77
Date:Datc:
Energy Salcs Agreemcnt
Projccu 2020050 I Colcman Hydro Pmjcct
Ffu$ Amar&ncnt - Prgc 9 of l0