20220614Application.pdf

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DONOVAN E. WALKER
Lead Gounsel
dwalker@ida hopowe r.com
June 14, 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-22-21
Orchard Ranch 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,
Zdalt --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]
[e-mail]
mqoicoecheaa!!en@ ida hopower. com
Attorneys for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OF A SECOND AMENDMENT
TO THE ENERGY SALES AGREEMENT
WITH ORCHARD RANCH SOLAR, LLC
FOR THE SALE AND PURCHASE OF
ELECTR]C ENERGY.
CASE NO. |PC-E-22-21
APPLICATION FOR APPROVAL
OF SECOND AMENDMENT TO
ENERGY SALES AGREEMENT
ldaho Power Company ("ldaho 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 fESA") between ldaho Power and Orchard Ranch Solar, LLC ("Selle/') under
which Seller sells and ldaho Power purchases electric energy generated by the Seller's
20 megawaft solar photovoltaic project ("Facility") located in Ada 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 (jointly, "Parties") entered into an ESA on
October 13,2014, forthe purchase and sale of energy produced by the Facility. This ESA
was approved by the Commission in Order No. 33202 in Case No. IPC-E-14-36 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 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 6.2.2so 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 follows:
6.2.2 Seller's Adiustment of Estimated Net Enerqy 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 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 written notice must be
received on the last business day prior to the 25h day of the
month. For example, if the Seller would Iike 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 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 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 approval.
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, lPc-E-19-04, IPC-E-19-07, tpC-E-19-12, IPC-E-21-05, IPC-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 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 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:
Energy Contracts
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
e n erqycontracts@ id a hopowe 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
the Amendment between ldaho Power and the Seller.
Respectfully submifted this 14th day of June 2022.
Donovan E. Walker
Megan Goicoechea Allen
IPC Dockets
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
mooicoecheaallen@idahopower. com
[e-mail]
h,*edattu
DONOVAN E. WALKER
Attorney for ldaho Power Company
APPLICATION -4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this l4thday 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:
Orchard Ranch Solar, LLG
c/o Arevon Energy, lnc.
ATTN: Justin Johnson
8800 N. Gainey Center Drive, Suite 250
Scoftsdale, Arizona 85258
_Hand Delivered
_U.S. Mail
Overnight Mail
-Fax
X Email: [e-mail]
Christy Davenport, Legal Assistant
APPLICATION - 5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-22-21
IDAHO POWER COMPANY
ATTACHMENT 1
DocuSign Envelope lD: C4,0D6051-EFB1-4109-885A-43549695A8DF
SECOND AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
ORCHARD RANCH 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 ("ldaho Power") and Orchard Ranch Solar, LLC,aDelaware limited liability company
("Seller"), (individually a "ParQ/" and collectively the "Parties").
WHEREAS,Idaho Power entered into the Energy Sales Agreement on October 13,2014,
(the "ESA") for the purchase and sale of energy from the Orchard Ranch Solar, LLC Project (the
"Project") with Orchard Ranch Solar, LLC approved by the Idaho Public Utilities Commission
("the Commission") in OrderNo. 33202, Case No. IPC-E-14-36
WI{EREAS, the Parties executed the First Amendment of 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, and update Appendix B-1, Description of Facility, and Appendix B-2,
Location of Facility, with more accurate information, approved by the Idaho Public Utilities
Commission ("the Commission") in OrderNo. 33695, Case No. IPC-E-16-37
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 25h 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 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 Energ), Amounts After the Operation Date - After
the Operation Date, the Seller may revise any future monthly Estimated Net Energy
Amounts by providing wriffen notice no later than 5 PM Mountain Prevailing Time on
the 25s 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
Project Number 25573998 - Orchard Ranch Solar, LLC
Second Amendment Page I of3
DocuSign Envelope lD: C44D6051-EFB1-0109-885A-43549695A8DF
business day prior to the 25h 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
25!J...
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 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, (iD 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 25573998 - Orchard Ranch Solar, LLC
Second Amendment Page2 of 3
DocrE|gn Envdopo lD C44D6061€F814100485A.4{}8[MI]F
IN WITNESS WHEREOF, the Parties hercto have oaused this Second Amendment to be
duly execu&d as ofthe date above written.
IDAHO POWER COMPA}IY ORCHARD RA}ICH SOLA& LLC
By:€f N. lrd".*By:-t.*t" Jr{raln"
Name: nyan N. ldelnan Name::ustin tohnson
Title: YP, Pox€r Supply Title: luthorized Signatory
Project Number 25573998 - Orchard Rarrch Solar, LLC
Second Amendment Page 3 of3