20220518Amendment No. 1.pdf

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1407 W. North Temple, Suite 330
Salt Lake City, Utah M1'16
May 18,2022
VU ELECTRONIC DELIWRY
Jan Noriyuki
Commission Secretary
ldaho Public Utilities Commission
I 13l W. Chinden Blvd
Building 8 Suite 20lA
Boise,lD 83714
Re:CASE NO. PAC.E-21.05
IN TIIE MATTER OF ROCKY MOUNTAIN POWER'S APPLICATION FOR
APPROVAL OR REJECTION OF TIIE POWER PURCHASE AGREEMENT
WITH COMMERCIAL ENERGY MANAGEMENT, INC.
Dear Ms. Noriyuki:
Pursuant to and in compliance with Order No. 35384, issued on April 25,2022, please find
enclosed for filing AmendmentNo. I to the Purchase Power Agreement between PacifiCorp and
Commercial Energy Management in the above-referenced matter.
Informal inquiries may be directed to Ted Weston,Idaho Regulatory Manager at
[phone].
Very truly yours,
t^-D
Joelle R. Steward
Vice-President of Regulation
Enclosures
AMENDMENT NO. 1
to
POWER PURCHASE AGREEMENT
(Commercial Energy Management, Inc.)
This AMENDMENT NO. l, effective May 2,2022 (thts "Amendment"), amends that
certain POWER PURCHASE AGREEMENT (the "PPA") between PacifiCorp, an Oregon
corporation ("PacifiCorp"), and Commercial Energy Management, Inc. ("Seller"), dated March
2,2021. Seller and PacifiCorp are referred to individually in this Amendment No. I as a "Part5/"
and together as the "Parties." Capitalized terms used but not defined herein have the meanings
set forth in the PPA.
RECITALS
A. Seller owns, operates and maintains an existing hydro-powered generating facility
known as Portneuf River Hydroelectric for the generation of electric energy located in Bannock
County,Idaho, with a nameplate capacity rating of 0.9 MW (the "Facility");
B. Under the PPA, which does not take effect until it is approved by the Idaho Public
Utilities Commission (the "Commission"), Seller intends to operate the Facility as a QF and sell the
Net Output of the Facility to PacifiCorp;
C. PacifiCorp submitted the PPA to the Commission March 3,2021, requesting that the
Commission approve or reject the PPA (the "Application");
D. Commission Staff submitted comments to the Application on April 28, 2021
("Staff Comments"), recommending that the Parties amend the PPA to address certain issues;
E. On January 25, 2022, the Commission issued Order No. 35303 ("January
Order"), conditionally approving the PPA subject to the Parties entering into an amendment that
addresses Staff s Comments;
F. On April 25,2022, the Commission issued Order No. 35384 ("April Order" and
together with the January Order, the "Commission Orders"), stating that the Parties have 30 days
from the date of the April Order, i.e.,by May 26,2022,to file with the Commission an amendment
to the PPA with the corrections specified in the January Order; and
E. The Parties agree to amend the PPA consistent with Staff Comments and the
Commission Orders as set forth herein.
AGREEMENT
PacifiCorp and Seller agree to the following:
I
l. Amendments.
a. Section l.l -DefinitionofExpectedNetOutput. The definitionoftheterm
Expected Net Output, which is not used in the PPA, is deleted in its entirety.
b. Section 4.9.2. - Enere.v Delivery Schedule. The first sentence of Section
4.9.2 is deleted in its entirety and replaced with the following sentence:
"Beginning at the end of the ninth full calendar month of Effective Date,
and at the end of every third month thereafter, Seller shall supplement
the Energy Delivery Schedule with three additional months of forward
estimates (which shall be appended to this Agreement as Exhibit 4.9.2\
("Subsequent Energy Delivery Schedule"), such that the Energy
Delivery Schedule will provide at least six months of scheduled energy
estimates at all times."
c. Exhibit L - Partv Notice Information. Exhibit L to the PPA is amended and
replaced in its entirety with the amended version of Exhibit L attached as Attachment I to this
Amendment.
2. Miscellaneous
a. The Parties ratiff and confirm that except as expressly amended in this
Amendment, all terms, conditions, covenants, representations, warranties and all other provisions
of the PPA remain unchanged and in full force and effect.
b. This Amendment may be executed in one or more counterparts, each of
which when so executed and delivered shall be deemed to be an original and both of which taken
together shall constitute but one and the same instrument. This Amendment may be manually or
digitally executed by one or both Parties and delivery may occur via physical or electronic
transmission (in pdf form).
[si gnature p age fo ll ow sJ
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IN WITNESS WHEREOF, the Parties have caused this Amcrrdrnent to be executcd in their
reqpective nalnes.
PrcifiCorp
RotaE
Name:
By
Title:
Date:
Commqrchl Energp Menrgenont, Inc.
By:
Name: MahcrF. Wissa
Titlc: Prosidont
Dats: glgV2gp
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Attachment I to Amendment
EXHIBIT L
PARTY NOTICE INT'ORMATION
Notices PacifiCorp Seller
All Notices:PacifiCorp
825 NE Multnomah, Suite 600
Portland, Oregon 97232- 2315
Attn: Director, Origination
E-Mail:
QFrequests@pacifi corp.com
With a copy to:
PacifiCorp
825 NE Multnomah, Suite 600
Portland, Oregon 97232- 2315
Attn: Contract Administration
E-mail: cntadmin@pacifi corp.com
With a copy to:
PacifiCorp Legal Departnent
825 NE Multnomah,
suite 1800
Portland, Oregon 97232- 2315
Attn: Assistant General Counsel
E-mail:
cynthia.hansen@pacifi corp. com
Commercial Energy
Management, Inc. (CEM, Inc.)
Maher Wissa
1480 Gulf Blvd #1005
Clearwater, Florida 337 67
[e-mail]
AII Invoices:[e-mail]
Payments:[e-mail]
Credit and
Collections:
CEM,Inc.
Maher Wissa
1480 Gulf Blvd #1005
Clearwater, Florida 337 67
Notices of an Event
of Default or
Potential Event of
Default:
CEM,Inc.
Maher Wissa
1480 Gulf Blvd #1005
Clearwater, Florida 337 67
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