20220218Replacement Second Amendment.pdf

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DONOVAN E. WALKER
Lead Counsel
[e-mail]
February 18,2022
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. IPC-E-21-30
MC6 Hydro LLC - MC6 Hydro Project
ldaho Power Company's Application re the Second Amendment to the
Energy Sales Agreement
Dear Ms. Noriyuki:
Attached for electronic filing please find Replacement Second Amendment of
ldaho Power Company in the above entitled matter. lf you have any questions about the
attached documents, please do not hesitate to contact me.
Very truly yours,
2dattn-
Donovan E. Walker
DEW:sg
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
ldaho Power Company
1221\Nest ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwalker@idahopower. com
Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY'S FOR
APPROVAL OR REJECTION OF THE
SECOND AMENDMENT TO THE ENERGY
SALES AGREEMENT WITH MC6 HYDRO
LLC FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE MC6
HYDRO PROJECT.
CASE NO. tPC-E-21-30
REPLACEMENT SECOND
AMENDMENT
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ldaho Power Company ("ldaho Powe/') hereby respectfully submits to the ldaho
Public Utilities Commission ("lPUC" or "Commission") the accompanying Replacement
Second Amendment to the Energy Sales Agreement ('ESA") between ldaho Power and
MC6 Hydro LLC, ('MC6" or "Selle/') under which ldaho Power purchases electric energy
generated by the MC6 Hydro project ("Facility") located near the city of Hagerman, ldaho.
This Replacement Second Amendment is submitted in compliance with Commission's
Final Order on Reconsideration No. 35296, where the Commission approved changes to
the ESA to allow for limitation of the instantaneous delivery of generation from the Facility
to 2.1 MW instead of using a bifurcated rate.
ldaho Power, Seller, and IPUC Staff ("Staff') have consulted and agreed to
modifications reflected in the Replacement Second Amendment as reasonable changes
to implement the generation delivery limitation instead of the bifurcated rate structure.
COMPLIANCE FILING RE: SECOND AMENDMENT - 'l
I. REPLACEMENT FILING
On February 11,2022, ldaho Power filed the Company's Compliance Filing Re:
Second Amendment, for the Commission's consideration. Staff brought the Company's
attention that, unfortunately, the Second Amendment contained incorrect Section
references to the ESA. The Second Amendment refers throughout to Article 7.7,7.7.1,
and7.7.2. The correct reference should have been to Article 7.5,7.5.1, and 7.5.2.
Consequently, ldaho Power now respectfully submits the attached Replacement Second
Amendment that correctly refers to Article 7.5, and not7.7, as stated above.
ldaho Power respectfully requests that the Commission replace the originally filed
Second Amendment with the Replacement Second Amendment filed herewith, and
sincerely apologizes for the inconvenience caused by this clerical error.
Respectfully submitted this 18th day of February 2022.
fuzddtt<-
DONOVAN E. WALKER
Aftorney for ldaho Power Company
COMPLIANCE FILING RE: SECOND AMENDMENT - 2
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 18th day of February 20221served a true and
correct copy of the within and foregoing Compliance Filing Re: Second Amendment upon
the following named parties by the method indicated below, and addressed to the
following:
Riley Newton
Deputy Attorney General
ldaho Public Utilities Commission
P.O. Box 83720
Boise, lD 83720-0074
Ted Sorenson
MC6 Hydro LLC
711 E Turtle Point Dr
lvins, UT 84738
C. Tom Arkoosh
ARKOOSH LAW OFFICES
913 w. River Street, Suite 450
P.O. Box 2900
Boise, lD 83701
Emailed to:
Rilev. newton@puc. idaho.oov
Emailed to:
[e-mail]
Emailed to:
[e-mail]
[e-mail]
Grr^J=
Stacy Gust, Regulatory Administrative
LegalAssistant
COMPLIANCE FILING RE: SECOND AMENDMENT - 3
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-21-30
IDAHO POWER COMPANY
ATTACHMENT 1
SECOI\D AMENDMENT
TO THE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
MC6 HYDRO LLC
This Second Amendment of the Energy Sales Agreement ("Second Amendment") is
entered into on this 7th day of February 2022, by and between Idaho Power Company, an Idaho
corporation ("ldaho 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 Qualiffing Facility ("Project") that was approved by the Idaho Public
Utilities Commission's ("IPUC") in OrderNo. 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 pandernic 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 adjustnents from one-month
advanced notice to the 25ft day of the month that is prior to the month to be revised. If the 25n day
of the month falls on a weekend or holiday, then written notice must be received on the last
business day prior to the 25fr day of the month;
WHEREAS, Seller and Idaho Power desire to amend Article 6.1 and 7.5 andAppendix
B-4 to further define the Maximum Capacity Amount;
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:
Energy Sales Agreement
Project: 20190301 MC6 Hydro
Second Amendment - Page I of 5
l. 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.
2. Definitions. Appendix B, Article B-l Description of Facility shall be deleted, and the following
Article B-l shall be substituted in its stead:
B-I DESCRIPTION OF FACILITY
2.3 IVIW synchronous generator, Francis turbine, .9 to l.l power factor
Nameplate Capacity: 2.3 MW
3. Definitions. Appendix B, Article B-4 Maximum Capacity Amount shall be deleted, and the
following B-4 shall be substituted in its stead:
B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 2.1 MW. This value is the maximum generation that
potentially could be delivered by the Seller's Facility to the Idaho Power electrical system
at any moment in time.
4. Definitions. Article 6.1 Net Energy Purchase and Delivery shall be deleted, and the following
6-1 shall be substituted in its stead:
6.1 Net Energy Purchase and Delivery - Except when either Party's performance is excused as provided
herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power at the
Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by the
Seller to Idaho Power at the Point of Delivery. At no time within any hour will the Seller's Facility
generation deliveries to Idaho Power exceed the Maximum Capacity Amount specified in
Appendix B.
5. 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 Adjustment of Estimated Net Enere.v 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
25n day of the month that is prior to the month to be revised. If the 25n day of the month
falls on a weeke,nd or holiday, then written notice must be received on the last business
day prior to the 25n 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 25h or the last business day prior to September 25ft.
a.) This revision must be submitted using the electronic portal provided by
Idaho Power if available. If the electonic portal is not available, then
written notice must be provided to Idaho Power by electronic notice
(electronic mail) as agreed by both Parties.
Energy Sales Agreement
Project: 20190301 MC6 Hydro
Second Amendment -Page2 of 5
b.) If the Seller does not update the electronic portal or provide written notice
of changes to the EstimatedNet 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 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.
6. Definitions.Article7.5.1 andT.5.2lnadvertentEnergyshallbedeleted,andthefollowingT.5.l
and 7 .5.2 shall be substituted in its stead:
7.5 lnadvertent Enerey -
7.5.1 lnadvertent Energy is electric energy produced by the Facility 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 Inadvertent Energy.) or
b.) exceeds the Maximum Capacity Amount (in kV[ in any hour.
Although Seller intends to design and operate the Facility to generate no
more than the Maximum Capacity Amount and no more than ten
(10) average MW monthly and therefore does not intend to generate and
deliver lnadvertent Energy, Idaho Power will accept Inadvertent Energy
but will not purchase or pay for Inadvertent Energy.
7.5.2
7. 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.
Energy Sales Agreement
Project: 20190301 MC6 Hydro
Second Amendment - Page 3 of 5
8. Effect of Amendment. Except as expressly amended by this Second Amendment, the
Agreement shall remain in full force and effect.
9. Capitalized Terms. All capitalized tenns used in this Second Amendment and not defined
herein shall have the same meaning as used in the Agreement.
10. Scope of Amendment. This Second Ame,ndment shall be binding upon and inure to the
benefit of the Parties hereto, and their respective heirs, executors, administrators, successorc, and
assigns, who are obligated to take any action which may be necessary or proper to carry out the
purpose and intent thereof.
11. 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 Agreement,
and (iii) it has the requisite authority to execute this Second Amendment.
12. 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
instnrment.
Energy Sales Agreement
Project: 20190301 MC6 Hydro
Second Ameirdment - Page 4 of 5
IN IVITNESS WHEREOF, the Partics hercto have caused this Sccond Amcndmcnt to be
duly exeouted as of thc date abovc writtcn,
MC6 HYDRO IDAHO POWER COMPANY
By:By:
Namc:
Title:
Date:
Encryy Srlcs Agrecmcnt
Projcct 20190301 MC5 Hydo
Sccand Amen&ncnt - Prgc 5 of 5
Rd s.Qn<rni@v..,-Name:
Titlc:
Date:
^),