20240918Application.pdf

MEGAN GOICOECHEA ALLEN
Corporate Counsel
[e-mail]

September 18, 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-24-36
Mile 28 Hydro Project
Application of Idaho Power Company for Approval of a First Amendment to
the Energy Sales Agreement for the Sale and Purchase of Electric Energy
from the Mile 28 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
An IDACORP Company
RECEIVED
Wednesday, September 18, 2024
IDAHO PUBLIC
UTILITIES COMMISSION
APPLICATION - 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 OF A FIRST AMENDMENT TO
THE ENERGY SALES AGREEMENT FOR
THE SALE AND PURCHASE OF ELECTRIC
ENERGY FROM THE MILE 28 HYDRO
PROJECT.

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CASE NO. IPC-E-24-36

APPLICATION

Idaho Power Company (“Idaho Power” or “Company”), in accordance with Idaho
Public Utilities Commissions (“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 for an order approving the

1 Hereinafter cited as RP.
APPLICATION - 2
First Amendment (“First Amendment”) to the Energy Sales Agreement (“ESA”) for the
sale and purchase of electric energy generated by the Mile 28 Hydro Project (“Facility” or
“Project”), which is a PURPA Qualifying Facility (“QF”).
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. Idaho Power and Contractor’s Power Group, Inc. (“Contractor’s Power
Group”), entered into an ESA on August 13, 1993, for the purchase and sale of energy
produced by the Facility, which was revised November 19, 1993, and December 27, 1993.
The ESA, which has a 35-year term with levelized, non-seasonal hydro published avoided
cost rates, was approved as revised by the Commission in Order No. 25354 issued in
Case No. IPC-E-93-25 on January 12, 1994.
2. Subsequently, Idaho Power, Contractor’s Power Group, and Wood Hydro,
LLC (“Wood Hydro” or “Seller”) entered into a Consent, Assignment, and Assumption
Agreement, effective as of August 22, 2018, pursuant to which Contractor’s Power Group
assigned and Wood Hydro assumed the Agreement and the rights and obligations of the
Seller thereunder, with Idaho Power’s consent.
3. The ESA contains a provision, Article XIV, Indemnification and Insurance,
which sets forth specific insurance requirements that were previously authorized by the
Commission as constituting satisfactory risk mitigation measures for PURPA contracts
with levelized avoided cost rates. Recently, Seller inquired as to alternative insurance
options under the ESA; however, Article XIV does not currently provide Idaho Power with
discretion to consider the possibility of alternative insurance arrangements that create
equivalent protection for Idaho Power’s ratepayers.
APPLICATION - 3
4. However, in considering the insurance requirements for other levelized rate
PURPA contracts recently, the Commission has accepted modifications to the insurance
requirements and has approved contracts that enable Idaho Power to accept alternative
insurance arrangements that place Idaho Power in an equal or better position in the event
of the occurrence of an insurable event (see, e.g., Order No. 29482, Order No. 33404).
5. As a result, Wood Hydro has requested to revise the ESA to provide Idaho
Power discretion to accept alternative insurance arrangements that place Idaho Power in
an equal or better position as the stated requirements and has proposed an alternative
insurance arrangement that Idaho Power has determined creates equivalent protection
to the specified insurance requirements currently described in the ESA.
6. The ESA also contains a provision, Article XXV 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 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.
7. As a result of these circumstances, the Parties desire to enter into the First
Amendment to the ESA to: (1) revise Article XIV of the Agreement to incorporate terms
for “Insurance Alternatives,” as authorized by the Commission for other levelized PURPA
QFs; and (2) revise Article XXV Modification in conformity with the language recently
approved by the Commission.
APPLICATION - 4
8. The First Amendment to the ESA to effectuate these changes, which are
more fully describe below, was executed by Idaho Power and Seller (jointly, “Parties”) on
September 9, 2024, and is subject to the Commission’s approval. A copy of the First
Amendment is attached to this Application as Attachment 1.
II. THE FIRST AMENDMENT
9. Except as expressly provided in the First Amendment, the conditions,
obligations, rates, and other terms of the revised ESA remain in full force and effect.
Insurance
10. In Order No. 29482,2 the Commission approved modifications generally to
the insurance requirements for PURPA contracts containing levelized avoided cost rates
to conform with contemporary insurance industry standards, aligning the QF contract
requirements for insurance with those deemed by the insurance industry to be reasonably
available to QFs. Subsequently, the Commission has also approved levelized rate
PURPA ESAs that included a provision providing Idaho Power with discretion to consider
alternative insurance coverages for purposes of risk mitigation so long as it provides
equivalent or better protection for Idaho Power’s ratepayers than the specified
requirements. See, e.g., Order No. 33404.3
11. Consistent with this precedent, the First Amendment revises Article XIV:
Indemnification and Insurance of the ESA with addition of the following paragraph 14.6,
“Insurance Alternatives”:

2 In the Matter of the Petition Filed by Idaho Power Company for Approval of Modifications to the Security
Provisions Required to Be Included in Power Purchase Agreements Between Electric Utilities and
PURPA Qualifying Facilities, Case No. IPC-E-03-16, Order No. 29482 (Apr. 27, 2004).
3 In the Matter of the Application of Idaho Power Company for Approval or Rejection of an Energy Sales
Agreement with North Gooding Main Hydro LLC for the Sale and Purchase of Electric Energy from the
North Gooding Main Hydro Project, Case No. IPC-E-15-24, Order No. 33404 (Oct. 27, 2015).
APPLICATION - 5
14.6 Insurance Alternatives - Commercial General Liability Insurance as
defined above in item 14.2.1, will be required at all times throughout
the term of this Agreement. Alternative arrangements creating
equivalent protection for Idaho Power in lieu of the insurance
requirements specified above in items 14.2.2, 14.2.3, 14.2.4, 14.2.5
and 14.2.6 may be submitted to Idaho Power for review. Only upon
Idaho Power’s written acceptance of these alternate arrangements
may the Seller be allowed to forgo the insurance requirements as
specified in items 14.2.2, 14.2.3, 14.2.4, 14.2.5 and 14.2.6. Any and
all acceptable alternative arrangements must place Idaho Power in
an equal or better position in the event of the occurrence of an
insurable event.

Modifications
12. In addition to modifying the insurance requirements, the First Amendment
incorporates the revised language for Article XXV “Modification” 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 XXV: MODIFICATION

25.1 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.

25.2 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
25.6. 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
APPLICATION - 6
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 25.3 and 25.4 or as an expansion or additional
project pursuant to paragraph 25.6.

25.3 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 25.4. 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 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.

25.4 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;

25.4.1 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.

25.4.2 If the Commission determines that the Proposed Facility
Modification would require termination of the Agreement, the
APPLICATION - 7
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.

25.5 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 25.3 and 25.4.

25.6 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.

25.7 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
25. 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
25, 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
APPLICATION - 8
will be deemed a material breach of this Agreement.

25.8 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
13. 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
14. 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 [e-mail]
[e-mail]
[e-mail]
[e-mail]

V. REQUEST FOR RELIEF
15. Idaho Power respectfully requests that the Commission issue an order
approving the First Amendment to the Energy Sales Agreement between Idaho Power
and the Seller as submitted herewith without change or condition.

APPLICATION - 9
Respectfully submitted this 18th day of September, 2024.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company

APPLICATION - 10
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 18th day of September, 2024, 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:

Commission Secretary
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
FTP Site
X Email

Courtesy Copy:
Ted Sorenson - [e-mail]

___________________________
Christy Davenport
Legal Administrative Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-24-36

IDAHO POWER COMPANY

ATTACHMENT 1

Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 1 of 6

FIRST AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
MILE 28 HYDRO PROJECT

This First Amendment of the Firm Energy Sales Agreement (“First Amendment”) is
effective as of this ___ day of September 2024 (“Effective Date”), and is entered into by and
between Idaho Power Company, an Idaho corporation (“Idaho Power”), and Wood Hydro LLC, a
limited liability company (“Wood Hydro” or “Seller”) (individually a “Party” and collectively the
“Parties”).
WHEREAS, Idaho Power and Contractor’s Power Group, Inc. (“Contractor’s Power
Group”), Wood Hydro’s predecessor in interest, entered into an Energy Sales Agreement
(“Agreement”) on August 13, 1993, for the purchase and sale of energy produced by the Mile 28
Hydro Project (“Project”), which is a Qualifying Facility (“QF”) under the Public Utility
Regulatory Policies Act of 1978 (“PURPA”) located near Jerome, Idaho. The Agreement, which
has a 35-year term with levelized, non-seasonal hydro published avoided cost rates, was approved
by the Idaho Public Utilities Commission (“Commission”) on January 12, 1994, in Order No.
25354; and
WHEREAS, Idaho Power, Contractor’s Power Group, and Wood Hydro subsequently
entered a Consent, Assignment, and Assumption Agreement, effective as of August 22, 2018,
pursuant to which Contractor’s Power Group assigned and Wood Hydro assumed the Agreement
and the rights and obligations of the Seller thereunder, with Idaho Power’s consent; and

WHEREAS, the Agreement contains a provision, Article XIV, Indemnification and
Insurance, which sets forth specific insurance requirements that were previously authorized by the
Commission as constituting satisfactory risk mitigation measures for PURPA contracts with
levelized avoided cost rates, but which do not currently provide Idaho Power with discretion to
consider the possibility of alternative insurance arrangements that create equivalent protection for
Idaho Power’s ratepayers; and
WHEREAS, in considering the insurance requirements for other levelized rate PURPA
contracts more recently, the Commission has accepted modifications to the insurance requirements
and has approved contracts that enable Idaho Power to accept alternative insurance arrangements
that place Idaho Power in an equal or better position in the event of the occurrence of an insurable
event (see, e.g., Order No. 29482, Order No. 33404);
WHEREAS, Wood Hydro has requested to revise the Agreement to provide Idaho Power
such discretion, and has proposed an alternative insurance arrangement that Idaho Power has
determined creates equivalent protection to the specified insurance requirements currently
described in the Agreement; and
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9th

Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 2 of 6

WHEREAS, the Agreement contains a provision, Article XXV 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 First
Amendment to the Agreement to: (1) revise Article XIV of the Agreement to incorporate terms
for “Insurance Alternatives,” as authorized by the Commission for other levelized PURPA QFs;
and (2) revise Article XXV 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:
1. Incorporation of Recitals. The above-stated recitals are incorporated into and made a part of
this Agreement by this reference to the same extent as if these recitals were set forth in full at this
point.
2. Amendments.

A. ARTICLE XIV: INDEMNIFICATION AND INSURANCE of the Agreement
is hereby revised by adding paragraph 14.6, “Insurance Alternatives”:
14.6 Insurance Alternatives - Commercial General Liability Insurance as defined
above in item 14.2.1, will be required at all times throughout the term of
this Agreement. Alternative arrangements creating equivalent protection for
Idaho Power in lieu of the insurance requirements specified above in items
14.2.2, 14.2.3, 14.2.4, 14.2.5 and 14.2.6 may be submitted to Idaho Power
for review. Only upon Idaho Power’s written acceptance of these alternate
arrangements may the Seller be allowed to forgo the insurance requirements
as specified in items 14.2.2, 14.2.3, 14.2.4, 14.2.5 and 14.2.6. Any and all
acceptable alternative arrangements must place Idaho Power in an equal or
better position in the event of the occurrence of an insurable event.

B. ARTICLE XXV: MODIFICATION of the Agreement is hereby deleted in its
entirety and replaced with the following:
ARTICLE XXV: MODIFICATION

25.1 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.

25.2 The Seller will not modify the Facility from the description set forth in
Appendix B without prior notification to Idaho Power. A proposed
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Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 3 of 6

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 25.6. 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 25.3 and
25.4 or as an expansion or additional project pursuant to paragraph
25.6.

25.3 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 25.4. 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
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.

25.4 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;

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Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 4 of 6

25.4.1 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.

25.4.2 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.

25.5 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 25.3 and 25.4.

25.6 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.

25.7 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
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Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 5 of 6

Facility if such modification was not authorized and approved by the
Commission pursuant to the provisions of this Article 25. 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 25, 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.

25.8 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 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 Agreement
shall remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein
shall have the same meaning as used in the Agreement.
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 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 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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Project Number 31615154 - Mile 28 Hydro Project
First Amendment Page 6 of 6

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: Ryan Adelman

Title: Vice President, Power Supply

WOOD HYDRO LLC

By: _____________

Name: Ted Sorenson

Title: Manager

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