20230216Application.pdf

MEGAL GOICOECHEA ALLEN
Corporate Counsel
[e-mail]

February 16, 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-23-04
Trout-Co Hydro Project
Idaho Power Company’s Application re Second Amendment to the Energy
Sales Agreement

Dear Ms. Noriyuki:

Attached for electronic filing is Idaho Power Company’s Application 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
2023 February 16, PM 2:35
IDAHO PUBLIC
UTILITIES COMMISSION
APPLICATION – 1
DONOVAN E. WALKER (ISB No. 5921)
MEGAN GOICOECHEA ALLEN (ISB No. 7623)
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 OF A SECOND AMENDMENT
TO THE ENERGY SALES AGREEMENT
FOR THE SALE AND PURCHASE OF
ELECTRIC ENERGY FROM THE TROUT-
CO HYDRO PROJECT.
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CASE NO. IPC-E-23-04

APPLICATION FOR APPROVAL
OF SECOND AMENDMENT TO
ENERGY SALES AGREEMENT

Idaho Power Company (“Idaho Power” or “Company”), in accordance with Idaho
Public Utilities Commission (“Commission”) Rule of Procedure1 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 (“PURPA”), hereby
respectfully applies to the Idaho Public Utilities Commission (“Commission”) for an order
approving the Second Amendment (“Amendment”) to the Energy Sales Agreement
(“ESA”) for the sale and purchase of electric energy generated by the Trout-Co Hydro
project, which is a PURPA Qualifying Facility (“QF”). The Second Amendment updates
the name of the Seller to the ESA based on the recent sale of the QF.

1 Hereinafter cited as RP.
APPLICATION – 2
In support of this Application, Idaho Power represents as follows:
I. INTRODUCTION AND BACKGROUND
1. Idaho Power and Michael Branchflower (“Branchflower”) entered into an
ESA on August 12, 2021 for the sale and purchase of electric energy generated by the
Trout-Co Hydro project located on Billingsley Creek near Hagerman, Idaho. The
Commission approved the ESA with modifications in Case No. IPC-E-21-26, Order No.
35239 issued on November 30, 2021.
2. On December 6, 2021, Idaho Power and Branchflower entered into a First
Amendment to the ESA to include the appropriate published cost appendices for pricing
generation delivered to Idaho Power as directed by the Commission in Order No. 35239.
The Commission approved the First Amendment in Case No. IPC-E-21-26, Order No.
35425 issued on June 9, 2022.
3. On or about January 23, 2023, Branchflower sold the Trout-Co Hydro
project to Von Alan Industries, LLC (“Von Alan Industries”).
4. As a result of this sale, Idaho Power, Branchflower, and Von Alan Industries
entered into a Consent, Assignment, and Assumption Agreement, effective as of January
23, 2023, pursuant to which Branchflower assigned and Von Alan Industries assumed the
ESA, as amended, and the rights and obligations of Branchflower thereunder, with Idaho
Power’s consent. A copy of the Consent, Assignment, and Assumption Agreement is
attached to this Application as Attachment 1.
5. In consideration of the sale and assignment, the parties agreed to amend
the ESA as described below to ensure it correctly identifies the new Seller.

APPLICATION – 3
II. THE AMENDMENT
6. The Second Amendment provides for changing the name of the Seller as
contained within the ESA, as amended, from Branchflower to Von Alan Industries as
follows:
2. Amendment. In the entirety of the ESA, any reference to “Michael
Branchflower” or “Branchflower” shall be replaced with “Von Alan Industries, LLC”
from and after the date of completion of the sale described in the recitals above
(i.e., January 23, 2023); provided, however, that any (i) action or obligation
performed by Branchflower; (ii) notice sent or received by Branchflower; (iii)
consent given or not given by Michael Branchflower; (iv) representation or warranty
made by Branchflower; or (v) sums paid or incurred by Branchflower under the
ESA, as amended, prior to the consummation of the sale or assumption of
Branchflower’s obligations under the ESA, as amended, by Von Alan Industries,
LLC, shall not fail, be deemed untrue, or be deemed ineffective, as applicable,
because the reference to Branchflower is now replaced with Von Alan Industries,
LLC pursuant to this Section.

7. The Second Amendment to the ESA reflecting the name of the purchasing
entity was executed by the parties to be effective on February 7, 2023. The change is
only intended to update information, and the Second Amendment does not otherwise
change any of the obligations of the parties set forth in the ESA as amended. A copy of
the Second Amendment is attached to this Application as Attachment 2, and as set forth
therein, is subject to the Commission’s approval.
III. PROCEDURE
8. Given the limited scope of the Second Amendment, Idaho Power believes
the Commission can approve the amendment without further process. Alternatively,
should the Commission determine that further process is required, Idaho Power believes
that a technical 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, et seq. If, however, the
APPLICATION – 4
Commission determines that a technical hearing is required, the Company stands ready
to prepare and present its testimony in such hearing.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
9. 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 Idaho Power Company
IPC Dockets 1221 West Idaho Street (83702)
1221 West Idaho Street (83702) P.O. Box 70
P.O. Box 70 Boise, Idaho 83707
Boise, Idaho 83707 [e-mail]
[e-mail]
[e-mail]
[e-mail]

V. REQUEST FOR RELIEF
10. Idaho Power respectfully requests that the Commission issue an order
approving the Second Amendment to the Energy Sales Agreement for the Trout-Co
Hydro project submitted herewith without change or condition.

Respectfully submitted this 16th day of February 2023.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company
APPLICATION – 5
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 16th day of February 2023, 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:

Michael Branchflower
Trout-Co Hydro Project
1991 S. Doe Creek Way
Boise, ID 83709
Hand Delivered
U.S. Mail
Overnight Mail
Fax
X Email: [e-mail]

Cary Shaffer
Michael Shaffer
Von Alan Industries, LLC
200 Hwy 30
Bliss, ID 83314

Hand Delivered
U.S. Mail
Overnight Mail
Fax
X Email: [e-mail]
[e-mail]

________________________________
Christy Davenport, Legal Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-23-04

IDAHO POWER COMPANY

ATTACHMENT 1

LGL 145 (6/1/2020)
Page 1 of 2
CONSENT, ASSIGNMENT, AND ASSUMPTION AGREEMENT
This CONSENT, ASSIGNMENT, AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into to be effective as of the
23rd day of January, 2023 (“Effective Date”) between and among Idaho Power Company (“IPC”), Michael Branchflower
(“Assignor”), and Von Alan Industries, LLC (“Assignee”).
AGREEMENT
For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, IPC, Assignor, and
Assignee hereby agree as follows:
1. Acknowledgement. IPC and Assignor acknowlege that they are parties to the Energy Sales Agreement dated 12
August, 2021 (the “Assigned Agreement”). In connection with a pending acquisition transaction between Assignor
and Assignee, Assignor desires to assign the Assigned Agreement and its rights and obligations under the Assigned
Agreement to Assignee, and Assignee desires to accept the rights and assume the obligations of the Assignor under
the Assigned Agreement, all in accordance with the terms and subject to the conditions set forth in this Agreement,
and effective at the time set forth in this Agreement.
2. Consent to Assignment; Effectiveness. Subject to the terms and conditions of this Agreement, IPC hereby consents
to the assignment of the Assigned Agreement to Assignee and accepts the substitution of Assignee to perform under
the Assigned Agreements in lieu of Assignor, as if Assignee were an original signatory to the Assigned Agreement in
lieu of Assignor. The foregoing consent by IPC and assignment and delegation by Assignor and Assignee shall be
effective immediately upon the occurrence of the closing (the “Closing”) of a transaction or series of transactions
pursuant to which Assignor shall sell and convey substantially all of its capital stock or assets to Assignee; provided,
however, that if such Closing shall not have occurred on or prior to 24 January, 2023, this Agreement shall be of no
force or effect and shall be deemed terminated.
3. Representations and Warranties of Assignor and Assignee. Assignor hereby represents and warrants to IPC that
there is no action or omission of Assignor as of immediately prior to the Effective Date that would constitute a
material or immaterial breach or default (assuming the giving of notice and the passage of any time required for the
act or omission to constitute a default) of Assignor under the Assigned Agreement. Assignor and Assignee each
represent and warrant to IPC that Assignee can perform and has the legal and financial capacity to perform the
obligations of Assignor under the Assigned Agreement and that such performance does not conflict with any
obligations of Assignee. The foregoing representations and warranties shall be deemed continuing representations
and warranties of Assignor and Assignee from the Effective Date through the Closing, and Assignor or Assignee shall
notify IPC immediately if any such representation or warranty shall be false or misleading at any time prior to the
Closing.
4. Acceptance of Assignment and Assumption. Effective as of the Closing, Assignee accepts the assignment and
delegation by Assignor of the rights, obligations, and liabilities under the Assigned Agreement, agrees to be bound by
all of the terms of the Assigned Agreement, and agrees to assume all of the obligations and liabilities of Assignor
under the Assigned Agreement, whether arising prior to or subsequent to the Closing. Assignee agrees that it will be
a party to the Assigned Agreement as of the Closing and that henceforth all references to Assignor in the Assigned
Agreement will be deemed to refer to Assignee.
5. Binding Effect. This Agreement shall be binding upon and shall inure to the benefit of the parties thereto and their
respective successors and permitted assigns.
6. Amendments. This Agreement cannot be amended, supplemented, or modified except by an agreement in writing
which makes specific reference to this Agreement, and which is signed by the party against which enforcement of
any such amendment, supplement, or modification is sought.
7. Further Assurances. Assignor and Assignee agree that upon request of IPC, at any time and from time to time, each
will do, execute, acknowledge, and deliver, or will cause to be done, executed, acknowledged, and delivered, all such
further acts, deeds, assignments, transfers, conveyances, and assurances as may be reasonably required to evidence
further the assignment and assumption contemplated by this Agreement.
8. Miscellaneous. This Agreement shall not alter, modify, or amend the terms of the Assigned Agreement other than as
set forth in this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the
State of Idaho. This Agreement may be executed in counterparts, each of which shall be considered an original, and
which together constitute one and the same instrument.
DocuSign Envelope ID: 0A2D4EE2-6649-46A4-B632-79EF99AB1EE0
LGL 145 (6/1/2020)
Page 2 of 2
AGREED AND ACCEPTED, to be effective as of the Effective Date.

IDAHO POWER COMPANY:
By:
Name: Ryan Adelman
Title: Vice President, Power Supply

MICHAEL BRANCHFLOWER:
By:
Name: Michael Branchflower
Title: Previous Owner - Trout-Co Hydro - Project Number: 31415030

VON ALAN INDUSTRIES, LLC:
By:
Name: Cary Shaffer
Title: New Owner - Trout-Co Hydro - Project Number: 31415030
DocuSign Envelope ID: 0A2D4EE2-6649-46A4-B632-79EF99AB1EE0
1/25/2023
1/25/2023
1/26/2023

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-23-04

IDAHO POWER COMPANY

ATTACHMENT 2

Project Number 31415030 – Trout-Co Hydro Second Amendment Page 1 of 2
SECOND AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
TROUT-CO HYDRO PROJECT
This Second Amendment of the Energy Sales Agreement (“Second Amendment”) is effective
as of February 7, 2023 (“Effective Date”) and is entered into by and between Idaho Power Company, an Idaho corporation (“Idaho Power”) and Von Alan Industries, LLC, an Idaho limited liability company (“Seller”), (individually a “Party” and collectively the “Parties”).
WHEREAS, Idaho Power entered into the Energy Sales Agreement (“ESA”) for the purchase and sale of energy from the Trout-Co Hydro project (“Project”) with the former owner of the Project,
Michael Branchflower (“Branchflower”), on August 12, 2021. The ESA was approved with modifications by the Idaho Public Utilities Commission (the “Commission”) in Case No. IPC-E-21-26, Order No. 35239, issued on November 30, 2021;
WHEREAS, Idaho Power and Branchflower executed the First Amendment of the ESA on
December 6, 2021, (the “First Amendment”) to amend the ESA to reflect the modifications directed by the Commission in Order No. 35239 and subsequently agreed to certain edits to the First Amendment based on recommendations of Commission Staff, with the First Amendment as edited being approved by the Commission in Order No. 35425 issued on June 9, 2022;
WHEREAS, Branchflower sold the Project to Von Alan Industries, LLC, on or about January
23, 2023;
WHEREAS, as a result of this sale, Idaho Power, Branchflower and Von Alan Industries, LLC have entered a Consent, Assignment, and Assumption Agreement, effective as of January 23, 2023, pursuant to which Branchflower has assigned and Von Alan Industries, LLC has assumed the ESA, as
amended, and the rights and obligations of the Seller thereunder, with Idaho Power’s consent; and
WHEREAS, as a result of this sale and assignment, the Parties desire to amend the ESA as set forth herein to ensure it correctly identifies the new Seller;
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 ESA, as amended, by this reference to the same extent as if these recitals were set forth in full at this point.
2. Amendment. In the entirety of the ESA, any reference to “Michael Branchflower” or “Branchflower” shall be replaced with “Von Alan Industries, LLC” from and after the date of completion of the sale described in the recitals above (i.e., January 23, 2023); provided, however, that any (i) action or obligation performed by Branchflower; (ii) notice sent or received by Branchflower;
(iii) consent given or not given by Michael Branchflower; (iv) representation or warranty made by
DocuSign Envelope ID: 53011E06-F46C-4176-8D8D-832550A6524D

Project Number 31415030 – Trout-Co Hydro Second Amendment Page 2 of 2
Branchflower; or (v) sums paid or incurred by Branchflower under the ESA, as amended, prior to the consummation of the sale or assumption of Branchflower’s obligations under the ESA, as amended,
by Von Alan Industries, LLC, shall not fail, be deemed untrue, or be deemed ineffective, as applicable, because the reference to Branchflower is now replaced with Von Alan Industries, LLC pursuant to this Section.
3. Commission Approval. The obligations of the Parties under this Second Amendment are subject
to the Commission’s approval of this Second 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 Second Amendment, the ESA, as previously amended, 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 ESA.
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 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 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.
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY:
By: _________________________________ Name: Ryan Adelman

VON ALAN INDUSTRIES, LLC: By: _________________________________ Name: Cary Shaffer

DocuSign Envelope ID: 53011E06-F46C-4176-8D8D-832550A6524D
2/7/2023
2/7/2023