20220614Application.pdf

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An IDACORP Company
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DONOVAN E. WALKER
Lead Counsel
[e-mail]
June 14,2022
VIA ELECTRONIC MAIL
Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 2O1-A
Boise, ldaho 83714
Re Case No. IPC-E-22-19
American Falls Solar, LLC
ldaho Power Company's Application re the Second Amendment to the
Energy Sales Agreement
Dear Ms. Noriyuki
Attached forelectronicfiling is ldaho PowerCompany'sApplication forApprovalof
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,
Zdattn
Donovan E. Walker
DEW:cld
Enclosures
DONOVAN E. WALKER (lSB No. 5921)
MEGAN GOICOECHEA ALLEN (lSB No. 7623)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
dwa [e-mail]
mqoicoecheaa I len @ ida hopower. com
Attorneys for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
!N THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF A SECOND AMENDMENT
TO THE ENERGY SALES AGREEMENT
WITH AMERICAN FALLS SOLAR, LLC FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY.
CASE NO. !PC-E-22-19
APPLICATION FOR APPROVAL
OF SECOND AMENDMENT TO
ENERGY SALES AGREEMENT
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ldaho Power Company (.!daho Powe/'), 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 the Second Amendment ('Amendment') to the Energy Sales
Agreement ('ESA") between ldaho Power and American Falls Solar, LLC ("Selle/') under
which Seller sells and Idaho Power purchases electric energy generated by the Seller's
20 megawatt solar photovoltaic project ("Facility") located in Power County, ldaho, which
is a PURPA Qualiffing Facility.
APPLICATION - 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. ldaho Power and the Seller fiointly, "Parties") entered into an ESA on
October 13,2014, forthe purchase and sale of energy produced bythe Facility. This ESA
was approved by the Commission in Order No. 33200 in Case No. !PC-E-14-34 on
December 29,2014.
2. Section 6.2.2 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 approva! 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 6.2.2so 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.
II. THE AMENDMENT
3. The Amendment provides for the deletion of Section 6.2.2, Seller's
Adjustment of Estimated Net Energy Amounts, and replacement with a new Section 6.2.2
set forth in the Amendment as fo!!ows:
6.2.2 Seller's Adiustment of Estimated Net Enerqv 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 Prevailing 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 wriften 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.
APPLICATION - 2
a.) This revision must be submifted 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 wriften 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 the Agreement, ldaho Power is
unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time
that ldaho Power receives the requested change is
after the deadline.
4. The Amendment to the ESA to modiff the NEA adjustment period was
executed by the Parties on June 9,2022. 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 approva!.
5. The Commission has previously approved several amendments for the
same five-day advanced notice revisions to monthly generation estimates for existing
projects utilizing the SAR methodology for avoided cost rates (i.e., Case Nos. IPC-E-19-
01, lPc-E-19-03, IPC-E-19-04, IPC-E-19-07, IPC-E-19-12, IPC-E-21-O5, apC-E-21-23,
IPC-E-21-27,IPC-E-21-28, IPC-E-21-29, IPC-E-21-31, IPC-E-22-03, and IPC-E-22-04).
The Commission has also approved the same five-day generation estimate revision for
new projects under the SAR (i.e., IPC-E-20-27); and for existing projects under the ICIRP
methodology (i.e., IPC-E-20-38).1
1 The preceding case lists are known examples and may not be all-inclusive of every such case.
APPLICATION - 3
III. PROCEDURE
6. Because this is a matter that has been previously found to be just and
reasonable and approved by the Commission on numerous occasions, ldaho Power
believes the Commission can issue its Order approving the Second Amendment here
with no further process or procedure. Alternatively, ldaho Power believes that a hearing
is not neoessary 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 Energy Contracts
Megan Goicoechea Allen ldaho Power Company
lPC Dockets 1221 West ldaho Street (83702)
1221West ldaho Street (83702) P.O. Box 70
P.O. Box 70 Boise, ldaho 83707
Boise, ldaho 83707 [e-mail]
dwalker@ idahooower.com
mqoicoecheaa I len @idahooower. com
dockets@ ida hopower.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
the Amendment between ldaho Power and the Seller.
Respectfully submitted this 14h day of June 2022.
h*Zdatta*
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION - 4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 14th day of June2022, I served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
American Falls Solar, LLC
c/o Arevon Energy, lnc.
ATTN: Justin Johnson
8800 N. Gainey Center Drive, Suite 250
Scottsdale, Arizona 85258
_Hand Delivered
_U.S. Mail
_Overnight Mail
_FaxX Email: [e-mail]
Christy Davenport, Lega! Assistant
APPLICATION - 5
DocuSign Envelope lD: C44D6051-EFB1-41 09-885A-43&49695A8DF
SECOND AMENDMENT
TO TIIE
ENERGY SALES AGREEMENT
FOR TIIE
AMERICAN FALLS SOLAR, LLC PROJECT
This Second Amendment of the Energy Sales Agreement ("Second Amendment") is
entered into on this _ day of 6/9/2022 ,2022,by and between Idaho Power Company, an Idaho
corporation ("[daho Power") and American Falls Solar, LLC, aDelaware limited liability company
("Seller"), (individually ao?afi" and collectively the "Parties").
WHEREAS, Idaho Power and American Falls Solar, LLC entered into the Energy Sales
Agreement on October 13, 2014, (the "ESA") for the purchase and sale of energy from the
American Falls Solar Project (the "Project"). The ESA was approved by the Idaho Public Utilities
Commission ("the Commission") in Order No. 33200, Case No. IPC-E-14-34;
WHEREAS, the Parties executed the First Amendment to the ESA on December 1,2016,
(the "First Amendment") to delete Article 3.3, "Solar Project Qualification," correct a clerical error
in Article 7.4 of the ESA, update Appendix B-1, "Description of Facility," with more accurate
information, and the addition of Appendix I, "Net Energy Allocation." The First Amendment was
approved by the Idaho Public Utilities Commission ("the Commission") in Order No. 33719, Case
No.IPC-E-16-35;
WHEREAS, Seller and Idaho Power desire to amend Article 6.2.2 of the Agreement, as
amended, to include a change to the notification ofNet Energy Amount monthly adjustments from
one-month advanced notice to the 25ft day of the month that is prior to the month to be revised. If
the 25m day of the month falls on a weekend or holiday, then written notice must be received on
the last business day prior to the 25ft 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:
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. Article 6.2.2 shall be deleted in its entirety and the following section shall be
substituted in its stead:
6.2.2 Seller's Adjustment of Estimated Net Energy 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 Prevailing Time on
the 25th day of the month that is prior to the month to be revised. If the 25e day of the
Project Number 25591644 - American Falls Solar, LLC
Second Amendment Page I of3
DocuSign Envelope lD: C44D6051-EFB1-4109-885A-43549695A8DF
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
25's..
a.) This revision must be submitted using the electronic portal provided by
ldaho 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 wriffen 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 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.
3. 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.
4. Effect of Amendment. Except as expressly amended by this Second Amendment, the
Agreement 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 Agreement.
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 Agreement,
and (iii) it 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.
Project Number 25591644 - American Falls Solar, LLC
Second Amendment Page2 of3
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IN WITNESS WHEREOF, the Parties hersto have causcd this Scoond Amondmant to be
duly exeeu&d as ofthe date above writtcn.
IDATIO POWER COMPANY AMENCA}I FALLS SOLA& LLC
By:q.. N. frd...By:.h,ci" Uu^s*
Name:Ryan r. ldelnan Namc:,ustin lohnson
Titlc: vP, Pouer Supply Titlc:luthorized slgnatory
ProjectNumber 25591644 - American Falls Solar, LLC
Second Amsrdment Page 3 of3