20210826Application.pdf

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DONOVAN E. WALKER
Lead Counsel
[e-mail]
August 26,2021
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. IPC-E-21-30
MC6 Hydro LLC - MC6 Hydro Project
ldaho Power Company'sApplication re the Second Amendment to the
Energy SalesAgreement
Dear Ms. Noriyuki
Attached for electronic filing is ldaho Power Company's Application forApproval of
the Second Amendment to Energy Sales Agreement in the above entitled matter. lf you
have any questions about the attached documents, please do not hesitate to contact me.
Very truly yours,
2dalQ
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@ id ahopower. com
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF THE
SECOND AMENDMENT TO THE ENERGY
SALES AGREEMENT WTH MC6 HYDRO
LLC FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE MC6
HYDRO PROJECT
CASE NO. !PC-E-21-30
APPLICATION FOR APPROVAL
OF THE SECOND 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 accepting or rejecting the Second Amendment ('Amendment") to the Energy
Sales Agreement ("ESA) between ldaho Power and MC6 Hydro LLC, ("Selle/') under
which Seller sells and ldaho Power purchases electric energy generated by the MC6
Hydro PURPA Qualiffing Facility project ("Facility").
APPLICATION - 1
ln support of this Application, Idaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. ldaho Power and the Seller (ointly, "Parties") entered into an ESA on April
23,2018, for the purchase and sale of energy produced by the Facility. This ESA was
approved by the Commission in Case No. IPC-E-18-09, Order No. 34106, on July 12,
2018. The Parties entered into an Amendment to the ESA on June 21, 2019 to amend
the Scheduled First Energy Date and Schedule Operation date in the ESA due to the
unexpecting passing away of one of the principle developers of the project. This First
Amendment to the ESA was approved by the IPUC in Order No. 34425 issued on August
23,2019. A replacement Appendix D was required to add an additional year (2040) due
to the change in Scheduled Operation Date.
As a result to the COVID-19 pandemic, the Facility was unable to obtain its
generator unit from Wuhan, China causing a Force Majeure event, which changed the
Operation Date to April 5, 2021, and the project received and installed a generator with a
Nameplate Capacity of 2.3 megawatts ("MW') that is 0.2 MW larger than the 2.1 MW
generator listed in the ESA.
2. Section 6.2.3 of the ESA provides the Seller with the option to adjust the
monthly estimated Net Energy Amounts ("NEA") within a specified time period. After the
execution and approval of the ESA, the Seller requested a change to the time period for
making the NEA adjustments. The Seller would like to change the NEA adjustment time
period in Section 6.2.3 so that they can make adjustments by the 25th day of the preceding
month in which a change is requested, similar to other such 25th day of the month
provisions previously approved by the Commission.
APPLICATION - 2
II. THE AMENDMENT
3. This Second Amendment provides for a change in Appendix B, Article B-1
to change the designated nameplate rating of the generator from 2.1 MW to 2.3 MW. The
Amendment replaces Article B-1 from the ESA as follows:
B-1 DESCRIPTION OF FACILITY
2.3 MW synchronous generator, Francis turbine, .9 to 1.1 power
factor
Nameplate Capacity: 2.3 MW
4. The Amendment also provides for the deletion of Section 6.2.3, Seller's
Adjustment of Estimated Net Energy Amounts After the Operation Date, and replaces it
with a new Section 6.2.3 set forth in the Amendment as follows:
6.2.2 Seller's Adiustment of Esti Net Enerov Amounts
Afterthe Operation Date-Afterthe Operation Date, the Seller
may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM
Mountain Standard time on the 25th day of the month that is
prior to the month to be revised. lf the 25th day of the month
falls on a weekend or holiday, then written notice must be
received on the last business day prior to the 25th day of the
month. For example, if the Seller would like to revise the
Estimated Net Energy Amount for October, they would need
to submit a revised schedule no later than September 25th or
the last business day prior to September 25th.
a.) This revision must be submitted using the electronic
portal provided by ldaho Power if available. lf the electronic
portal is not available, then written notice must be provided
to ldaho Power by electronic notice (electronic mail) as
agreed by both parties.
b.) lf the Seller does not update the electronic portal or
provide written notice of changes to the Estimated Net
Energy Amounts, then it will be deemed to be an election of
no change from the most recently provided monthly
Estimated Net Energy Amounts. Except as otherwise
provided in this Agreement, !daho Power is unable to accept
any requested changes to the Estimated Net Energy
APPLICATION - 3
Amounts if the date and time that ldaho Power receives the
requested change is after the deadline.
5. The Amendment does not otherwise change any of the obligations of the
Parties set forth in the ESA. A copy of the Amendment is attached to this Application as
Attachment 1 and is subject to the Commission's approval.
III. PROCEDURE
6. ldaho Power believes that a hearing is not ne@ssary 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
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
1221West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
dwalker@ idahopower. com
dockets@ idahopower. com
Energy Contracts
Idaho Power Company
1221West Idaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
e ne rovco ntra cts@ id a ho powe r. com
V. REQUEST FOR RELIEF
8. ldaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure and (2) accepting
or rejecting the Amendment between ldaho Power and the Seller.
APPLICATION -4
Respec{fr.rlly submitM tfiis 26$ day of Ar,rguat 2021.
fu€det4-
DONOVAN E. WALKER
Attornay fur ldaho Pourer Company
APPLIGATION-5
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 26th day of August 2021,1 served a true and
correct copy of the within and foregoing APPLICATION FOR APPROVAL OF THE
SECOND AMENDMENT TO ENERGY SALES AGREEMENT upon the following named
parties by the method indicated below, and addressed to the following:
Ted Sorenson
MC6 Hydro LLC
711 East Turtle Point Drive
lvins, UT 84738
_Hand Delivered
_U.S. Mail
_Overnight Mail
_ FAXX Email [e-mail]
Christy Davenport, Legal Assistant
APPLICATION - 6
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-21-30
IDAHO POWER COIT'IPANY
ATTACHMENT 1
SECONDAMENDMENT
TO TIIE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
MC6ITYDRO LLC
This Second Amendment of the Energy Sales Agreement ("Second Amendment") is
entered into on ttris 1lth day of August202l, by and between Idaho Power Company, an Idaho
corporation ("Idaho 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 the Seller entered into an Energy Sales Agreement ("ESA")
on April 23, 2018, (the "Agreement") for the purchase and sale of generation produced by the
MC6 Hydro PURPA Qualifring Facility ("Project") that was approved by the Idaho Public
Utilities Commission's ("IPUC") in Order No. 34106 issued on July 12,2018;
WHEREAS, the ESA was amended on June 21, 2019, to change the Scheduled First
Energy Date and Scheduled Operation Date in the ESA due to the unexpected passing away of one
of the principle developers of the Project. This First Amendment to the ESA was approved by the
IPUC in Order No. 34425 issued on August 23,2019. A replacement Appendix D was required to
add an additional year (2040) due to the change in Scheduled Operation Date;
WHEREAS, due to the Covid-l9 pandemic, the Project was unable to obtain its generator
unit from Wuhan, China resulting in a Force Majeure event. Because of the Force Majeure event,
the Project's actual Operation Date did not occur until April 5,2021;
WHEREAS, the Force Majeure event related to the Covid-l9 pandemic resulted in the
Project receiving and installing a generator with a Nameplate Capacity of 2.3 megawatts ("MW"),
which is 0.2 MW larger than the 2.1 MW generator listed in the ESA;
WHEREAS, Seller and Idaho Power desire to amend Article 6.2.3 of the Agreement to
include a change to the notification of Net Energy Amount monthly adjusfinents from one-month
advanced notice to the 25h day of the month that is prior to the month to be revised. If the 256 day
of the month falls on a weekend or holiday, then written notice must be received on the last
business day prior to the 25h day of the month;
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, as amended, by this reference to the same extent as if these recitals were set forth
in full at this point.
Energy Sales Agreement
Projecr 20190301 MC6 Hydro
Second Amendment - Page 1 of 4
2. Definitions. Appendix B, Article B-1 Description of Facility shall be deleted, and the following
Article B-1 shall be substituted in its stead:
B-1 DESCRIPTION OF FACILITY
2.3 MW synchronous generator, Francis turbine, .9 to 1.1 power factor
Nameplate Capacity: 2.3 MW
3. Definitions. Article 6.2.3 shall be deleted in its entirety and the following section shall be
substituted in its stead:
6.2.3 Seller's Adiustment of Estimated Net Enere.y Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing written notice no later than 5 PM Mountain Standard time on the
256 day of the month that is prior to the month to be revised. If the 25ft day of the month
falls on a weekend or holiday, then written notice must be received on the last business
day prior to the 256 day of the month. For example, if the Seller would like to revise the
Estimated Net Energy Amount for October, they would need to submit a revised schedule
no later than September 25ft or the last business day prior to September 25th.
a.) This revision must be submitted using the electronic portal provided by
Idaho Power if available. If the electronic portal is not available, then
written notice must be provided to Idaho Power by electronic notice
(electronic mail) as agreed by both Parties.
b.) If the Seller does not update the electronic portal or provide written notice
of changes to the Estimated Net Energy Amounts, then it will be deemed to
be an election of no change from the most recently provided monthly
Estimated Net Energy Amounts. Except as other"wise provided in the
Agreement, Idaho Power is unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time that Idaho Power
receives the requested change is after the deadline.
4. Commission Approval. The obligations of the Parties under this Second Amendment are
subject to the IPUC'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 IPUC and request approval or rejection in its entirety pursuant toRP 274.
5. Effect of Amendment. Except as expressly amended by this Second Amendment, the
Agreernent shall remain in full force and effect.
6. Capitalized Terms. All capitalized terms used in this Second Amendment and not defined
herein shall have the same meaning as used in the Agreement.
7. 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,
Energy Sales Agreement
Project 20190301 MC6 Hydro
Second Amendment -Page2 of 4
who are obligated to take any action which may be necessary or proper to carry out the purpose
and inte,nt thereof.
8. 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 pady to amend the Agreement,
and (iii) it has the requisite authority to execute this Second Amendment.
9. 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.
Energy Sales Agreement
Project 20190301 MC6 Hydro
Second Amendment - Page 3 of 4
IN WITNESS WHEREOF, the Parties hercto have causcd this Second Amendment to be
duly orecutcd as of the date above writrcn.
MC6 IDAHO
By:By:
Name:Name:,V.
Title: Hz,'.-rirr.;v Title: W Pn* kryo
Date:z Datc:Eh, l*r,
Encrgy SllcsAgeancnt
Pmjccfi 20190301 MC6 Hydro
Socond Anrndmcnt - Pagc 4 of4