20240701Application.pdf

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IDAW
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6.z POWER®
An IDACORP Company
RECEIVED
Monday, July 1, 2024 2:06:58 PM
IDAHO PUBLIC
MEGAN GOICOECHEA ALLEN UTILITIES COMMISSION
Corporate Counsel
mgoicoecheaal len(a�idahopower.com
July 1, 2024
VIA ELECTRONIC MAIL
Commission Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, Idaho 83714
Re: Case No. IPC-E-24-27
Head of U Canal Project
Idaho Power Company's Application for Approval of a Second Amendment
to the Energy Sales Agreement for the Sale and Purchase of Electric Energy
from the Head of U Canal Hydro Project
Dear Commission Secretary:
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
MAG:cd
Enclosures

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]
mgoicoecheaallen(a-)-idahopower.com
dwalker idahopower.com
Attorneys for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR ) CASE NO. IPC-E-24-27
APPROVAL OF A SECOND AMENDMENT )
TO THE ENERGY SALES AGREEMENT ) APPLICATION
FOR THE SALE AND PURCHASE OF )
ELECTRIC ENERGY FROM THE HEAD OF )
U CANAL PROJECT. )
Idaho Power Company ("Idaho Power" or "Company"), in accordance with Idaho
Public Utilities Commissions ("Commission") Rule of Procedure' 52 and the applicable
provisions of the Public Utility Regulatory Policies Act of 1978 ("PURPA"), hereby
respectfully applies to the Idaho Public Utilities Commission for an order approving the
Second Amendment ("Second Amendment") to the Energy Sales Agreement ("ESA")
between Idaho Power and North Side Energy Company ("Seller") under which Seller sells
Hereinafter cited as RP.
APPLICATION - 1

and Idaho Power purchases electric energy generated by the Seller's Head of U Canal
Project ("Facility" or "Project"), which is a PURPA Qualifying Facility.
In support of this Application, Idaho Power represents as follows:
L BACKGROUND
1. Idaho Power and the Seller (jointly, "Parties") entered into an ESA on April
23, 2014, for the purchase and sale of energy produced by the Facility and a First
Amendment to the ESA on February 5, 2020, to amend Section 6.2.3 to include a change
to Seller's adjustment and notification of estimated net energy amounts. The ESA, which
has a 20-year term with non-levelized, seasonal hydro published avoided cost rates, was
approved by the Commission in Order No. 33102 issued in Case No. IPC-E-14-07 on
August 21, 2014, and the First Amendment thereto was approved in Case No. IPC-E-20-
08 on April 17, 2020, in Order No. 34632.
2. The ESA, as amended, determines the Project's eligibility for seasonal
hydro rates based on a calendar year. The Seller, however, would like to modify the
evaluation period for determining eligibility for seasonal hydro avoided cost pricing so that
each year's period would start on June 1 and end on May 31 of the following year. This
is consistent with a request recently made by another PURPA QF, which was approved
by the Commission on August 31, 2023, in Order No. 35908 issued in Case No. IPC-E-
23-19.
3. In addition, the ESA, as amended, contains a provision, Article XXIII
Modification, that the Commission has identified in other cases as requiring revisions to
address scenarios involving Facility modifications to ensure, inter alia: the modified
Facility operates under a correct and accurate contract that describes the characteristics
APPLICATION - 2

and parameters of the modified Facility and the rate paid to the Facility and recovered
from ratepayers, starting from the first operation date after the Facility is modified, reflect
the proper and authorized rate of the modified Facility.
4. As a result of these circumstances, the Parties desire to enter into the
Second Amendment to the ESA, as amended, to: (1) modify the evaluation period for the
Project's eligibility for seasonal hydro rates consistent with the change recently authorized
by the Commission for another PURPA QF; and (2) revise Article XXIII Modification in
conformity with the language recently approved by the Commission.
5. The Second Amendment to the ESA to effectuate these changes, which are
more fully describe below, was executed by the Parties on June 12, 2024, and is subject
to the Commission's approval. A copy of the Second Amendment is attached to this
Application as Attachment 1.
II. THE SECOND AMENDMENT
6. Except as expressly provided in the Second Amendment, the conditions,
obligations, rates, and other terms of the ESA, as amended, remain in full force and effect.
Seasonal Hydro Eligibility Period
7. Consistent with Order No. 35908, which authorized a new measuring year
for determining eligibility for seasonal hydro rates so that each year's period would start
on June 1 and end on May 31 instead of a traditional calendar year (January 1 through
December 31), the Second Amendment revises Articles I, III, and VI I of the ESA to
correspond with the new measuring timeframe for qualifying seasonal hydro as set forth
below (new language is underlined, and deleted language uses strikethrough).
i. ARTICLE l: DEFINITIONS of the ESA, as amended, deletes existing
paragraphs 1.38, "Seasonal Hydro Facility," and 1.39, "Seasonal Hydro Facility Eligibility
APPLICATION - 3

Test Periods," in their entirety and replaces them with revised provisions incorporating
the following changes:
1.38 "Seasonal Hydro Facility" — As described in ac^^cvrda,RGG with
Commission Order 32802, a hydroelectric generating Facility that
delivers to Idaho Power total Net Energy of at least 55% of its
Galendar year annual Net Energy during the months June, July, and
August. The annual period used for the evaluation of whether a
Facility meets this requirement will be the 12 months commencing
June 1 and ending May 31 of each year.
1.39 "Seasonal Hydro Facility Eligibility Test Periods"— Beginning with the
first full GaleRdaT year (June 1 - May 31) after the Operation Date,
each five (5) Galendar year (June 1- May 31) consecutive period. If
the term of this Agreement results in the last period not having a full
five (5) Galendar years, then the last period will be equal to the time
from the end of the last full five (5) GaI8Rdar year consecutive period
and the expiration date of this Agreement.
ii. ARTICLE Ill: WARRANTIES of the ESA, as amended, deletes
existing paragraph 3.4, "Seasonal Hydro Facility Qualifications," in its entirety and
replaces it with a revised provision incorporating the following change:
3.4 Seasonal Hydro Facility Qualifications — Seller warrants that the
Facility is a Seasonal Hydro Facility as that term is defined in
paragraph 1.38 of this Agreement. After initial qualification, Seller
will take such steps as may be required to maintain the Seasonal
Hydro Facility status during the full term of this Agreement. Seller's
failure to achieve Seasonal Hydro Facility status for at least three (3)
GaIeR .aF years during any Seasonal Hydro Facility Eligibility Test
Period will result in this Facility being reclassified as a Non-Seasonal
Hydro Facility for the remaining Term of this Agreement. Idaho
Power reserves the right to review the Seasonal Hydro Facility status
of this Facility and associated support and compliance documents at
any time during the term of this Agreement.
iii. ARTICLE VII:PURCHASE PRICEAND METHOD OF PAYMENT of
the ESA, as amended, deletes existing paragraph 7.6, "Seasonal Hydro Facility eligibility,"
including subparagraphs 7.6.1, "Annual eligibility audits," 7.6.1.1, 7.6.1.2, and 7.6.1.3, in
APPLICATION -4

their entirety and replaces them with revised versions incorporating the following
changes:
7.6 Seasonal Hydro Facility eligibility - If the Facility fails to satisfy the
Seasonal Hydro Facility Qualifications specified in paragraph 3.4,
this Facility shall be reclassified as a Non-Seasonal Hydro Facility for
the remaining term of the Agreement and the Non-Seasonal Hydro
Facility Energy Prices specified in Appendix F will be applicable.
7.6.1 Annual eligibility audits — On or before February July 15t" of
the year following the first full Ga'�aT June 1 — May 31 year
after the Operations Date and for every Galendar year
thereafter, Idaho Power will divide the total Net Energy
received from the Facility for the months of June, July, and
August by the total Net Energy received for the previous
GaleRdaT June 1 — May 31 year to establish a percentage of
energy deliveries for the months of June, July and August.
Any reduction in energy deliveries due to Forced Outages,
planned or unplanned maintenance, Force majeure or any
other reduction in energy deliveries will result in reduction of
both the numerator and the denominator in this calculation,
therefore no adjustment to this calculation is required for
these events.
7.6.1 .1 If this percentage is greater than or equal to fifty-five
percent (55%) it will be deemed that the Facility has
met the requirements to be classified as a Seasonal
Hydro Facility for that previous Galen,QaT year.
7.6.1 .2 If this percentage is less than fifty-five percent (55%),
Idaho Power will provide notification to the project of
the Facility's failure to meet the Seasonal Hydro
Facility requirements for the previous Galendar year
and the monthly energy payments for that previous
Galtea year will be recalculated to reflect the Non-
Seasonal Hydro Facility energy prices as contained
within Appendix F of this Agreement. Any
overpayments will be collected from the Facility in
equal monthly payments over the remaining months of
the current Galen,QaT June 1 — May 31 year. If the
Facility fails to meet the Seasonal Hydro Facility
requirements for the second to last GaleRQaT June 1 —
May 31 year of the Contract Term, then the monthly
energy payments for the remaining term of the
APPLICATION - 5

contract will be priced according to the Non-Seasonal
Hydro Facility Energy Prices specified in Appendix F.
7.6.1.3 If the Facility fails to achieve this percentage of fifty-
five percent (55%) for at least three (3) GalendaT years
during any Seasonal Hydro Facility Eligibility Test
Period the Facility will be reclassified as a Non-
Seasonal Hydro Facility for the remaining term of this
Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will replace the
Seasonal Hydro Facility Energy Prices specified in
Appendix E for use in all calculations in this
Agreement for the remaining term of the Agreement.
Modifications
8. In addition to modifying the evaluation period for the Project's eligibility for
seasonal hydro rates, the Second Amendment incorporates the revised language for
Article XXIII "Modifications" that was previously approved by the Commission, see e.g.
Case Nos. IPC-E-23-02, IPC-E-23-15, by replacing the existing article in its entirety with
the following:
ARTICLE XXIII: MODIFICATIONS
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;
APPLICATION - 6

(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 mod ifi cation(s); (ii) The 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.
APPLICATION - 7

23.4.2If 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.
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
APPLICATION - 8

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.
23.8 No modification to this Agreement shall be valid unless it is in writing
and signed by both Parties and subsequently approved by the
Commission.
III. MODIFIED PROCEDURE
9. 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 Commission determines that a technical hearing is required, the
Company stands ready to prepare and present testimony and exhibits as appropriate in
such hearing.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
10. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Megan Goicoechea Allen Energy Contracts
Donovan E. Walker 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 energycontracts(a-)_idahopower.com
[e-mail]
dwalker(c-)_idahopower.com
dockets idaho power.com
V. REQUEST FOR RELIEF
11. Idaho Power respectfully requests that the Commission issue an order
approving the Second Amendment to the Energy Sales Agreement between Idaho Power
and the Seller as submitted herewith without change or condition.
APPLICATION - 9

Respectfully submitted this 1st day of July, 2024.
Ay�r T I
MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company
APPLICATION - 10

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 1st day of July, 2024, 1 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:
Commission Secretary Hand Delivered
Idaho Public Utilities Commission U.S. Mail
11331 W. Chinden Blvd., Bldg No. 8 Overnight Mail
Suite 201-A (83714) FAX
PO Box 83720 FTP Site
Boise, ID 83720-0074 X Email
Courtesy Copy:
Alan Hansten - awh _northsidecanal.com
Christy Davenport
Legal Administrative Assistant
APPLICATION - 11

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-23-27
IDAHO POWER COMPANY
ATTACHMENT 1

DocuSign Envelope ID:60lE7017-B2FE-4OD8-97F8-78615BCCFBO5
SECOND AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
HEAD OF U CANAL PROJECT
This Second Amendment of the Firm Energy Sales Agreement ("Second Amendment") is
effective as of this 12th day of June 2024 ("Effective Date"), and is entered into by and between
Idaho Power Company, an Idaho corporation ("Idaho Power"), and North Side Energy Company
Inc., an Idaho corporation ("Seller") (individually a"Party" and collectively the "Parties").
WHEREAS, Idaho Power and Seller entered into an Energy Sales Agreement
("Agreement") on April 23, 2014, for the purchase and sale of energy produced by the Head of U
Canal Hydro Project ("Project"), which is a Qualifying Facility ("QF") under the Public Utility
Regulatory Policies Act of 1978 ("PURPA") located near Jerome, Idaho, and a First Amendment
to the Agreement on February 05, 2020, to amend Section 6.2.3 to include a change to Seller's
adjustment and notification of estimated net energy amounts. The Agreement, which has a 20-
year term with non-levelized, seasonal hydro published avoided cost rates, was approved by the
Idaho Public Utilities Commission("Commission") on August 21, 2014, in Order No. 33102, and
the First Amendment thereto was approved on April 17, 2020, in Order No. 34632; and
WHEREAS, the Agreement, as amended, determines the Project's eligibility for seasonal
hydro rates based on a calendar year, which is a concept that was recently reconsidered by the
Commission based on a request from another PURPA QF to modify the evaluation period for
determining eligibility for seasonal hydro avoided cost pricing so that each year's period would
start on June 1, and end on May 31 of the following year, a request that was approved by the
Commission on August 31, 2023, in Order No. 35908; and
WHEREAS, the Agreement, as amended, contains a provision, Article XXIII
Modification, that has recently been identified by the Commission in several other PURPA
agreements as requiring revisions to address scenarios involving potential Facility modifications;
and
WHEREAS, based on the foregoing, the Parties now desire to enter into this Second
Amendment to the Agreement to: (1) modify the evaluation period for the Project's eligibility for
seasonal hydro rates consistent with the change recently authorized by the Commission for another
PURPA QF, which is effectuated by the revisions to Articles I, III, and VII of the Agreement, as
amended, as set forth below and to: (2) revise Article XXIII Modification in conformity with the
language recently approved by the Commission.
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:
Project Number 20140328 —Head of U Canal Project
Second Amendment Page 1 of 7

DocuSign Envelope ID:60lE7017-B2FE-4OD8-97F8-78615BCCFBO5
1. 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. Amendments.
A. ARTICLE I.DEFINITIONS of the Agreement, as amended, is hereby revised by
deleting existing paragraphs 1.38, "Seasonal Hydro Facility," and 1.39, "Seasonal Hydro Facility
Eligibility Test Periods," in their entirety and replacing with the following:
1.38 "Seasonal Hydro Facility" — As described in Commission Order 32802, a
hydroelectric generating Facility that delivers to Idaho Power total Net
Energy of at least 55% of its annual Net Energy during the months June,
July, and August. The annual period used for the evaluation of whether a
Facility meets this requirement will be the 12 months commencing June 1
and ending May 31 of each year.
1.39 "Seasonal Hydro Facility Eligibility. Test Periods"—Beginning with the first
full year(June 1 -May 31)after the Operation Date,each five(5)year(June
1-May 31) consecutive period. If the term of this Agreement results in the
last period not having a full five (5)years,then the last period will be equal
to the time from the end of the last full five (5)year consecutive period and
the expiration date of this Agreement.
B. ARTICLE III. WARRANTIES of the Agreement, as amended, is hereby revised
by deleting existing paragraph 3.4, "Seasonal Hydro Facility Qualifications," in its entirety and
replacing with the following:
3.4 Seasonal Hydro Facility Qualifications—Seller warrants that the Facility is
a Seasonal Hydro Facility as that term is defined in paragraph 1.38 of this
Agreement. After initial qualification, Seller will take such steps as may be
required to maintain the Seasonal Hydro Facility status during the full term
of this Agreement. Seller's failure to achieve Seasonal Hydro Facility status
for at least three (3) years during any Seasonal Hydro Facility Eligibility
Test Period will result in this Facility being reclassified as a Non-Seasonal
Hydro Facility for the remaining Term of this Agreement. Idaho Power
reserves the right to review the Seasonal Hydro Facility status of this
Facility and associated support and compliance documents at any time
during the term of this Agreement.
C. ARTICLE VII. PURCHASE PRICE AND METHOD OF PAYMENT of the
Agreement, as amended, is hereby revised by deleting existing paragraph 7.6, "Seasonal Hydro
Facility eligibility," including subparagraphs 7.6.1, "Annual eligibility audits," 7.6.1.1, 7.6.1.2,
and 7.6.1.3, in their entirety and replacing with the following:
Project Number 20140328 —Head of U Canal Project
Second Amendment Page 2 of 7

DocuSign Envelope ID:60lE7017-B2FE-4OD8-97F8-78615BCCFBO5
7.6 Seasonal Hydro Facility eligibility — If the Facility fails to satisfy the
Seasonal Hydro Facility Qualifications specified in paragraph 3.4, this
Facility shall be reclassified as a Non-Seasonal Hydro Facility for the
remaining term of the Agreement and the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F will be applicable.
7.6.1 Annual eligibility- audits — On or before July 15a' of the year
following the first full June 1 — May 31 year after the Operations
Date and for every year thereafter, Idaho Power will divide the total
Net Energy received from the Facility for the months of June, July,
and August by the total Net Energy received for the previous June 1
—May 31 year to establish a percentage of energy deliveries for the
months of June,July and August.Any reduction in energy deliveries
due to Forced Outages, planned or unplanned maintenance, Force
majeure or any other reduction in energy deliveries will result in
reduction of both the numerator and the denominator in this
calculation, therefore no adjustment to this calculation is required
for these events.
7.6.1.1 If this percentage is greater than or equal to fifty-five percent
(55%) it will be deemed that the Facility has met the
requirements to be classified as a Seasonal Hydro Facility
for that previous year.
7.6.1.2 If this percentage is less than fifty-five percent(55%), Idaho
Power will provide notification to the project of the
Facility's failure to meet the Seasonal Hydro Facility
requirements for the previous year and the monthly energy
payments for that previous year will be recalculated to
reflect the Non-Seasonal Hydro Facility energy prices as
contained within Appendix F of this Agreement. Any
overpayments will be collected from the Facility in equal
monthly payments over the remaining months of the current
June 1 — May 31 year. If the Facility fails to meet the
Seasonal Hydro Facility requirements for the second to last
June 1 —May 31 year of the Contract Term,then the monthly
energy payments for the remaining term of the contract will
be priced according to the Non-Seasonal Hydro Facility
Energy Prices specified in Appendix F.
7.6.1.3 If the Facility fails to achieve this percentage of fifty-five
percent(55%)for at least three(3)years during any Seasonal
Hydro Facility Eligibility Test Period the Facility will be
reclassified as a Non-Seasonal Hydro Facility for the
remaining term of this Agreement and the Non-Seasonal
Project Number 20140328 —Head of U Canal Project
Second Amendment Page 3 of 7

DocuSign Envelope ID:60lE7017-B2FE-4OD8-97F8-78615BCCFBO5
Hydro Facility Energy Prices specified in Appendix F will
replace the Seasonal Hydro Facility Energy Prices specified
in Appendix E for use in all calculations in this Agreement
for the remaining term of the Agreement.
D. ARTICLE XXIII. MODIFICATION of the Agreement is hereby deleted in its
entirety and replaced with the following:
ARTICLE XXIII: MODIFICATIONS
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
Project Number 20140328 —Head of U Canal Project
Second Amendment Page 4 of 7

DocuSign Envelope ID:60lE7017-B2FE-4OD8-97F8-78615BCCFBO5
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 accordance
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
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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.
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.
23.8 No modification to this Agreement shall be valid unless it is in writing and
signed by both Parties and subsequently approved by the Commission.
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
Agreement, as 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 Agreement, as amended.
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,
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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.
IN WITNESS WHEREOF, the Parties hereto have caused this Second Amendment to be
duly executed as of the date above written.
IDAHO POWER COMPANY NORTH SIDE ENERGY COMPANY INC.
By: 2M N. hid..", By: aLU&
Name: Ryan Adelman Name: Alan Hansten
Title: Vice President, Power Supply Title: Secretary-Treasurer
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