20230407IPC Errata Reply Comments.pdf

MEGAN GOICOECHEA ALLEN
Corporate Counsel
[e-mail]

April 7, 2023

VIA ELECTRONIC MAIL

Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, Idaho 83714

Re: Case No. IPC-E-23-02
Bypass Hydro Project
Idaho Power Company’s Application re Energy Sales Agreement with
North Side Energy Company, Inc.

Dear Ms. Noriyuki:

Attached for electronic filing is an Errata to Idaho Power Company’s Reply
Comments to Replace Attachment 1 in the above-entitled matter. If you have any
questions about the attached documents, please do not hesitate to contact me.

Very truly yours,

Megan Goicoechea Allen

MGA:cld
Enclosures
RECEIVED
Friday, April 7, 2023 2:44:19 PM
IDAHO PUBLIC
UTILITIES COMMISSION

ERRATA TO IDAHO POWER COMPANY’S REPLY COMMENTS TO REPLACE ATTACHMENT 1- 1
MEGAN GOICOECHEA ALLEN (ISB No. 7623)
DONOVAN E. WALKER (ISB No. 5921)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
[e-mail]

Attorneys for Idaho Power Company

BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
APPROVAL OR REJECTION OF AN
ENERGY SALES AGREEMENT WITH
NORTH SIDE ENERGY COMPANY, INC.
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE BYPASS
HYDRO PROJECT.

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CASE NO. IPC-E-23-02

ERRATA TO IDAHO POWER
COMPANY’S REPLY COMMENTS TO
REPLACE ATTACHMENT 1

Idaho Power Company (“Idaho Power” or “Company”) hereby respectfully submits
to the Idaho Public Utilities Commission (“Commission”) this Errata to its Reply
Comments filed on March 31, 2023, to replace the First Amendment to the Energy Sales
Agreement (“ESA”) submitted as Attachment 1 thereto, to help ensure clarity of the
record.
1. Based on consultation with counsel for Staff regarding the Company’s Reply
Comments in this case, and in particular the First Amendment dated March 30, 2023,
submitted as Attachment 1 thereto, the Company prepared a Replacement First
Amendment to the ESA, provided as Attachment 1 to this Errata, for the purpose of
correcting typographical errors to add clarity as follows:

ERRATA TO IDAHO POWER COMPANY’S REPLY COMMENTS TO REPLACE ATTACHMENT 1- 2
 Replacing the references to Power Purchase Agreement, or PPA, with
Energy Sales Agreement, or ESA;
 Correcting the reference made on page 3 from “Exhibit” to “Appendix”;
 Referencing and capitalizing defined terms as appropriate: “Parties” on
page 1, “Facility” and “Qualified Facility” on pages 1 and 5, “Operation
Date” on page 4;
 Replacing the reference to “section” with “paragraph” and “Article” as
appropriate consistent with the ESA; and
 Correcting the reference made on page 6 from “Second” to “First”
Amendment.

2. As a result, Idaho Power seeks to have the First Amendment that was
submitted as Attachment 1 to the Company’s Reply Comments replaced in its entirety
with Attachment 1 to this Errata for the sake of clarity. A recital has been added to the
Replacement First Amendment for purposes of distinguishing it from the earlier version.
For ease of reference, included as Attachment 2 to this filing is a redlined version showing
the changes incorporated in the Replacement First Amendment (Attachment 1).
3. Idaho Power believes the attached and executed Replacement First
Amendment makes the necessary changes to the ESA required to implement Staff’s
recommendations and Idaho Power respectfully requests that the Commission approve
the ESA between Idaho Power and Northside Energy, the Replacement First Amendment
thereto, and declare that all payments for purchases of energy thereunder be allowed as
prudently incurred expenses for ratemaking purposes.

Respectfully submitted this 7th day April 2023.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company

ERRATA TO IDAHO POWER COMPANY’S REPLY COMMENTS TO REPLACE ATTACHMENT 1- 3
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 7th day of April 2023, I served a true and correct
copy of the within and foregoing Errata to Idaho Power Company’s Reply Comments to
Replace Attachment 1 upon the following named parties by the method indicated below,
and addressed to the following:

Commission Staff
Riley Newton
Deputy Attorney General
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg No. 8,
Suite 201-A (83714)
PO Box 83720
Boise, ID 83720-0074

Hand Delivered
_ U.S. Mail
Overnight Mail
FAX
X Email – [e-mail]

Alan W. Hansten, General Manager
North Side Energy Company
921 N. Lincoln Ave.
Jerome, ID 83338
Hand Delivered
_ U.S. Mail
Overnight Mail
FAX
X Email – [e-mail]

________________________________
Christy Davenport, Legal Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-23-02

IDAHO POWER COMPANY

ATTACHMENT 1

Replacement First Amendment to the ESA Page 1 of 6 Between Idaho Power and Northside Energy Company, Inc.
REPLACMENT FIRST AMENDMENT TO THE
ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
NORTHSIDE ENERGY COMPANY, INC.
This Replacement First Amendment to the Energy Sales Agreement (“First Amendment”) is effective as of April ___, 2023 (“Effective Date”) and is entered into by and between Idaho Power Company, an Idaho corporation (“Idaho Power”) and Northside Energy Company, Inc.
(“Seller”), (individually a “Party” and collectively the “Parties”).
WHEREAS, Idaho Power entered into an Energy Sales Agreement (“ESA”) with the Seller on January 3, 2023, for the purchase and sale of energy under the Idaho Public Utilities Commission’s (“Commission”) implementation of the Public Utility Regulatory Policies Act of 1978 (“PURPA”). This 2023 ESA is a replacement contract. The Parties have an existing PURPA
contract that was entered into on November 12, 1986 and runs its full term on May 31, 2023. Idaho
Power filed the 2023 replacement ESA with the Commission for approval or rejection on January 19, 2023. Case No. IPC-E-23-02.
WHEREAS, the Commission Staff filed comments regarding the ESA on March 13, 2023, recommending several updates to the ESA which include the following: (1) update the incomplete
statement in Section B-7; (2) correct the Facility nameplate capacity and explain the difference
between the Facility nameplate and net nameplate in Appendix B; (3) update Article XXIII Modification to achieve two objectives: (a) the modified Facility operates under a correct and accurate contract that describes the characteristics and parameters of the modified Facility; and (b) the rate paid to the Facility and recovered from ratepayers, starting form the first operation date
after the Facility is modified, reflect the proper and authorized rate of the modified Facility; and
(4) include recovery of Net Power Supply Expenses in the Power Cost Adjustment based on proper and authorized rates starting from the first operation date of any facility after it has been modified.
WHEREAS, the Parties desire to enter into this First Amendment to the ESA to address the updates recommended by Commission Staff and submit the same for the Commission’s
approval of the ESA with this First Amendment.
WHEREAS, the Parties submit this Replacement First Amendment to correct typographical errors and to provide clarity.
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 the ESA, as amended, by this reference to the same extent as if these recitals were set forth in full at this point.
DocuSign Envelope ID: 89346000-8B23-436E-B0B2-308BFCC3F507
7

Replacement First Amendment to the ESA Page 2 of 6 Between Idaho Power and Northside Energy Company, Inc.
2. Amendment.
A. Section B-7 - Section B-7 of Appendix B of the ESA is hereby amended to state:
(new language is underlined, and deleted language uses strikethrough).
This Facility is an Idaho Power DNR pursuant to an existing Firm Energy Sales Agreement. If this Agreement is 1) executed and approved by the Commission and 2) a GIA has been executed by both parties and 3) the Seller is in compliance with all requirements of that GIA. Idaho Power cannot accept or pay for generation from
this Facility if the Facility has not achieved the status of being an Idaho Power
DNR. Federal Energy Regulatory Commission (“FERC”) rules require Idaho Power to prepare and submit the application to achieve DNR status for this Facility. Because much of the information Idaho Power needs to prepare the DNR application is specific to the Seller’s Facility, Idaho Power’s ability to file the DNR
application in a timely manner is contingent upon timely receipt of the required
information from the Seller. Prior to Idaho Power beginning the process to enable Idaho Power to submit a request for DNR status for this Facility, the Seller shall have 1) filed a Generation Interconnection application, 2) submitted all information required by Idaho Power to complete the application, and 3) either executed this
Agreement or, at a minimum, provided Idaho Power with confirmation of the
Seller’s intent to complete this Agreement in a timely manner. Seller’s failure to provide complete and accurate information in a timely manner can significantly impact Idaho Power’s ability and cost to attain the DNR designation for the Seller’s Facility and the Seller shall bear the costs of any of these delays that are a result of
any action or inaction by the Seller. This Facility is an Idaho Power DNR pursuant
to an existing Firm Energy Sales Agreement. If this Agreement is 1) executed and approved by the Commission and 2) a GIA has been executed by both parties and 3) the Seller is in compliance with all requirements of that GIA, then the DNR status should continue.
B. Facility Nameplate - Section B-1 of Appendix B of the ESA is hereby amended to
state: (new language is underlined, and deleted language uses strikethrough).
A 35-year Firm Energy Sales Agreement for the Bypass Hydro Facility was executed on November 12, 1986. The Facility started delivering energy to Idaho Power in April of 1988. The 1986 agreement expires on May 31, 2023.
The Facility has 3 generators with nameplate ratings of 3333 kW each at 4160 volts,
three phase, 60 hertz driven by Kaplan S-Type turbines. The Nameplate Capacity is 9999 kW, however tThe net generator nameplate capacity amount that can be delivered to Idaho Power less station service is 3320 kW per generator unit or 9960 kW total for the Facility, which is the Maximum Capacity Amount. See, Section
B-4 below. These 3 generators are the original generators that were installed prior
to April 1988.
Facility Nameplate Capacity: 9960 9999 kW
DocuSign Envelope ID: 89346000-8B23-436E-B0B2-308BFCC3F507

Replacement First Amendment to the ESA Page 3 of 6 Between Idaho Power and Northside Energy Company, Inc.
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled.
C. Article XXIII: Facility Modification - Article XXIII of the ESA is hereby deleted in its entirety and replaced with the following provisions:
ARTICLE XXIII: FACILITY MODIFICATION
23.1 No later than the First Energy Date, the Seller will provide Idaho Power with an “as-built” description of the Facility in the form set forth in Appendix B.
23.2 The Seller will not modify the Facility from the description set forth in
Appendix B without prior notification to Idaho Power. A proposed
modification to the Facility that would change the Facility as described in Appendix B is referred to herein as a “Proposed Facility Modification.” Proposed Facility Modification does not include additions or expansions to the Facility that result in an increase to the Maximum Capacity Amount,
which are addressed in paragraph 23.6. The Seller may not begin
construction of any Proposed Facility Modification(s) unless and until the following requirements have been met:
(i) Seller has promptly notified Idaho Power of the Proposed Facility Modification(s) prior to initiating the modification design,
specification, purchasing and construction process;
(ii) Seller has provided Idaho Power with detailed plans regarding the Proposed Facility Modification(s), including proposed revisions to the as-built description of the Facility set forth in Appendix B; and
(iii) The Proposed Facility Modification has been reviewed by Idaho
Power and a determination made to either pursue amendment as a
Proposed Facility Modification pursuant to paragraphs 23.3 and 23.4 or as an expansion or additional project pursuant to paragraph 23.6.
23.3 Idaho Power will review any Proposed Facility Modification(s) and “as-
built” descriptions to determine whether amendment of the Agreement is
appropriate as set forth in paragraph 23.4. In reviewing any Proposed Facility Modification(s) or actual modifications reflected in the as-built description, Idaho Power shall consider the following information: (i) The nature, scope, and extent of the proposed or actual modification(s); (ii) The
DocuSign Envelope ID: 89346000-8B23-436E-B0B2-308BFCC3F507

Replacement First Amendment to the ESA Page 4 of 6 Between Idaho Power and Northside Energy Company, Inc.
impact, if any, on the applicable avoided cost rates or other relevant terms and conditions; and (iii) Such other information as may reasonably be
necessary including the effect on any other provisions hereof which may be
impacted by the proposed or actual modification. Proposed modifications could result in several possible actions including but not limited to: no change to Appendix B, and thus no further action; an amendment to conform Appendix B to the modified Facility; an amendment to adjust the
pricing and other relevant terms and conditions; or a termination and new
Agreement.
23.4 Based on its review, Idaho Power, at its sole determination in accord with the provisions of the Public Utility Regulatory Policies Act of 1978 and any amendments thereto (“PURPA”) and subject to Commission approval, may
choose to enter into an amendment of the Agreement to adjust the pricing
or other relevant terms and conditions as necessary, including Appendix B;
23.4.1 If Idaho Power determines that it is appropriate to revise the Agreement, the Parties will enter into a written amendment to the Agreement revising the relevant terms, conditions, description in
Appendix B, and, if necessary, pricing, referred to herein as the
“Facility Modification Amendment”. The Facility Modification Amendment will be submitted to the Commission for approval. If the pricing is adjusted, the Parties will agree on and include in the amendment a pricing true-up mechanism to ensure that the correct
rates apply to the modified Facility from the completion date of the
modification.
23.4.2 If the Commission determines that the Proposed Facility Modification would require termination of the Agreement, the Seller may abandon the Proposed Facility Modification or accept the
termination. If the Seller accepts the termination, Seller will be
responsible for Termination Damages, if any, and the Parties may negotiate a new agreement based on the Facility as modified.
23.5 In addition to prior notification of any modifications to the Facility from the description set forth in Appendix B, no later than thirty (30) days following
the date of substantial completion of such modification, and prior to the first
Operation Date of such modification, Seller must provide Idaho Power with an “as-built” description of the modified Facility in the form set forth in Appendix B of this Agreement; provided that the Facility, as reflected in the “as-built” description to be provided under this paragraph, may not deviate
from the Facility Modification Amendment, except, in each case, to the
extent such further modification(s) are authorized under a subsequent written amendment to this Agreement that is executed by the Parties and approved by the Commission. If the “as-built” description deviates from the then-approved Appendix B, Idaho Power will review it and follow the
process described in paragraphs 23.3 and 23.4.
DocuSign Envelope ID: 89346000-8B23-436E-B0B2-308BFCC3F507

Replacement First Amendment to the ESA Page 5 of 6 Between Idaho Power and Northside Energy Company, Inc.
23.6 Idaho Power is not required to purchase any Net Energy above the Maximum Capacity Amount. If Seller builds an expansion or additional
project such that the expansion, or additional project would be deemed a
single Qualified Facility or the same site under FERC regulations, Seller may not require Idaho Power (and Idaho Power will have no obligation to purchase pursuant to this Agreement) the output of any such expansion, or additional facility under the terms, conditions and prices in this Agreement.
Instead, Seller may exercise any rights to enter into a new agreement for the
sale of such incremental energy from such additional facility that is a Qualified Facility under then-applicable laws and regulations.
23.7 Idaho Power is not obligated to and shall not make any incremental payment to Seller as a result of any modification, addition, or expansion of the
Facility if such modification was not authorized and approved by the
Commission pursuant to the provisions of this Article 23. Should the Seller modify, construct additions, and/or expand the Facility without notification to Idaho Power nor the authorization and approval of the Commission pursuant to the provisions of this Article 23, any incremental payments to
Seller resulting from and subsequent to the modification, addition, and/or
expansion of the Facility that deviate from the description in Appendix B shall be unauthorized and immediately due and owing back to Idaho Power. Failure to repay, or reasonably offset future payments made to Seller designed to repay and recoup any unauthorized payment amounts will be
deemed a material breach of this Agreement.
3. Commission Approval. The obligations of the Parties under this First Amendment are subject to the Commission’s approval of this First Amendment and such approval being upheld on appeal, if any, by a court of competent jurisdiction.
4. Effect of Amendment. Except as expressly amended by this First Amendment, the terms and
conditions of the ESA remain unchanged.
5. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall have the same meaning as in the ESA.
6. Scope of Amendment. This First 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 hereof.
7. Authority. Each Party represents and warrants that as of the Effective Date: (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 Amendment.
8. Counterparts. This First 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.
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Replacement First Amendment to the ESA Page 6 of 6 Between Idaho Power and Northside Energy Company, Inc.
IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY

By: _________________________________
Name: _______________________________
Title: ________________________________
NORTHSIDE ENERGY COMPANY, INC.
By: _________________________________
Name: _______________________________
Title: ________________________________

DocuSign Envelope ID: 89346000-8B23-436E-B0B2-308BFCC3F507
General Manager
Alan Hansten
VP, Power Supply
Ryan N. Adelman

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-23-02

IDAHO POWER COMPANY

ATTACHMENT 2