20250408APPLICATION.pdf

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RECEIVED
MEGAN GOICOECHEA ALLEN April 08, 2025
Corporate Counsel IDAHO PUBLIC
mgoicoecheaallen(a-)idahopower.com UTILITIES COMMISSION
April 8, 2025
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Boulevard
Building 8, Suite 201-A
Boise, Idaho 83714
Re: Case No. IPC-E-25-19
Idaho Power Company's Application for Approval of a First Amendment of the
Energy Sales Agreement for the Sale and Purchase of Electric Energy from
the Birch Creek Hydro Project
Dear Commission Secretary:
Attached for electronic filing, please find 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.
Sincerely,
n Ic�eG�.2a, 0
Megan Goicoechea Allen
MGA:cd
Attachments
1221 W. Idaho St(83702)
P.O. Box 70
Boise, ID 83707

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]
dwalkerCcDidahopower.com
mgoicoecheaallenCa�_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-25-19
APPROVAL OF A FIRST AMENDMENT OF )
THE ENERGY SALES AGREEMENT FOR ) APPLICATION
THE SALE AND PURCHASE OF ELECTRIC )
ENERGY FROM THE BIRCH CREEK )
HYDRO PROJECT. )
Idaho Power Company ("Idaho Power"), in accordance with Idaho Public Utilities
Commission ("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 ("Commission") for an order approving the First
Amendment ("First Amendment")to the Energy Sales Agreement ("ESA")for the sale and
purchase of electric energy generated by the Birch Creek Hydro Project ("Project"), which
is a PURPA Qualifying Facility.
In support of this Application, Idaho Power represents as follows:
Hereinafter cited as RP.
APPLICATION — 1

I. INTRODUCTION AND BACKGROUND
1. Idaho Power and Birch Creek Trout, Inc. ("Birch Creek Trout") entered into
an ESA on July 3, 2019, for the sale and purchase of electric energy generated by the
Birch Creek Hydro Project located near Hagerman, Idaho. This ESA was approved by
the Commission in Case No. IPC-E-19-23, Order No. 34456 issued on October 4, 2019.
2. Birch Creek Trout recently advised Idaho Power that it desired to transfer
its interest in the Project to Birch Creek Land and Water, LLC ("Birch Creek Land and
Water") and as a result of this transfer, Idaho Power, Birch Creek Trout, and Birch Creek
Land and Water entered into a Consent, Assignment, and Assumption Agreement,
effective as of January 23, 2025, pursuant to which Birch Creek Trout has assigned and
Birch Creek Land and Water has assumed the ESA and the rights and obligations of the
Seller thereunder, with Idaho Power's consent. A copy of the Consent, Assignment, and
Assumption Agreement is attached to this Application as Attachment 1.
3. In addition, the ESA 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 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 First
Amendment to the ESA to: (1) amend the ESA as described below to ensure it correctly
APPLICATION -2

identifies the Seller; and (2) revise Article XXIII Modification in conformity with the
language previously approved by the Commission.2
5. The First Amendment to the ESA to effectuate these changes, which are
more fully describe below, was executed by the Parties on March 14, 2025, and is subject
to the Commission's approval. A copy of the First Amendment is attached to this
Application as Attachment 2.
II. THE FIRST AMENDMENT
6. The First Amendment provides for changing the name of the Seller, as
contained within the ESA, from Birch Creek Trout to Birch Creek Land and Water as
follows:
In the entirety of the Agreement, any reference to "Birch Creek Trout, Inc." shall be
replaced with "Birch Creek Land and Water, LLC" from and after the date of
assignment and assumption described in the recitals above (i.e. January 23,
2025); provided, however, that any (i) action or obligation performed by Birch
Creek Trout; (ii) notice sent or received by Birch Creek Trout; (iii) consent given or
not given by Birch Creek Trout; (iv) representation or warranty made by Birch
Creek Trout; or (v) sums paid or incurred by Birch Creek Trout under the
Agreement, prior to the consummation of the assumption by Birch Creek Land and
Water, LLC of Seller's obligations under the Agreement, shall not fail, be deemed
untrue, or be deemed ineffective, as applicable, because the reference to Birch
Creek Trout, Inc. has been replaced with Birch Creek Land and Water, LLC
pursuant to this Section.
7. In addition to the updating the name of the Seller, the First Amendment
provides for the deletion of Article XXIII of the ESA in its entirety and replacement with
the following:
2 The Company notes that in reviewing other ESAs recently, Commission Staff's recommendation for
approval has been conditioned on the parties modifying the definition of"Mid-Columbia Market Energy
Cost", ostensibly to avoid potential impacts of the Washington Climate Commitment Act("CCA") on Idaho
ratepayers. Most recently, in Case No. IPC-E-25-04, the Company requested direction from the
Commission as to whether the Company should include the modified definition of"Mid-Columbia Market
Energy Cost" referencing the CCA in all of its PURPA ESAs going forward, and so has not incorporated
the modified definition in the amendment of the Birch Creek Hydro Project ESA pending further guidance
from the Commission.
APPLICATION —3

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 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.
APPLICATION -4

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.
23.4.2If 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
APPLICATION -5

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. For purposes
of this section 23.7 only, the addition of the third generator shall be
considered a modification, addition, and/or expansion of the Facility,
such that if the Commission does not authorize and approve such
change, any incremental payments to the 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.
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.
8. Except as expressly provided in the First Amendment, the conditions,
obligations, rates, and other terms of the ESA remain in full force and effect.
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 its testimony in such hearing.
APPLICATION -6

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:
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 energycontracts(a-).idahopower.com
dwalker _idahopower.com
mgoicoecheaallen(a�.idahopower.com
dockets(c-)_idaho power.com
V. REQUEST FOR RELIEF
11. Idaho Power respectfully requests that the Commission issue an order
approving the First Amendment to the Energy Sales Agreement for the Birch Creek Hydro
Project submitted herewith without change or condition.
Respectfully submitted this 8t" day of April 2025.
U%r T i
MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company
APPLICATION -7

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 8th day of April 2025, 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 X Email: secretary6a puc.idaho.gov
Boise, ID 83720-0074
Courtesy Copy Sent via e-mail to:
Michelle Wolf, Birch Creek Land and Water, LLC — farms.wolfone(a-),gmail.com
Christy Davenport, Legal Assistant
APPLICATION -8

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-25-19
IDAHO POWER COMPANY
ATTACHMENT NO. 1

Docusign Envelope ID:037CED8B-CA53-46A2-8AF9-5EF9BDB04F4E
OF741"IMW
R6.POIIIIER.
An IDACORP Company
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, 2025 ("Effective Date") between and among Idaho Power Company("IPC"), Birch Creek Trout, Inc.
("Assignor"),and Birch Creek Land and Water,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 03 July,
2019 (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 as of the Effective Date based on the closing (the "Closing") of the transaction or series of transactions
pursuant to which Assignor sold and conveyed substantially all of its capital stock or assets to Assignee; provided,
however,that if such Closing has not occurred on or prior to February 1,2025,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.
LGL 145 (6/1/2020)
Page 1 of 2

Docusign Envelope ID:037CED8B-CA53-46A2-8AF9-5EF9BDB04F4E
AGREED AND ACCEPTED,to be effective as of the Effective Date.
IDAHO POWER COMPANY:
By: S- N. Am—
Name: Ryan Adelman
Title: Vice President,Power Supply
BIRCH CREEK TROUT,INC.:
By: (Bale-P-P. kA&swt,
Name: Clifton E.Jensen
Title: Previous Owner-Birch Creek Hydro-Project Number: 31215060
BIRCH CREEK LAND AND WATER,LLC:
By: M.iclu,l.(.t.Wgj
Name: Michelle Wolf
Title: New Owner-Birch Creek Hydro-Project Number: 31215060
LGL 145(6/1/2020)
Page 2 of 2

BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-25-19
IDAHO POWER COMPANY
ATTACHMENT NO. 2

Docusign Envelope ID:390AC7C5-6A64-4235-8E51-3B9C2211E2B0
FIRST AMENDMENT
TO THE
ENERGY SALES AGREEMENT
FOR THE
BIRCH CREEK HYDRO PROJECT
This First Amendment of the Firm Energy Sales Agreement ("First Amendment") is
effective as of this 14tn day of March 2025 ("Effective Date"), and is entered into by and between
Idaho Power Company, an Idaho corporation ("Idaho Power"), and Birch Creek Land and Water,
LLC, a limited liability company("Seller") (individually a"Party"and collectively the"Parties").
WHEREAS, Idaho Power entered into a standard Energy Sales Agreement("Agreement")
for the purchase and sale of energy from the Birch Creek Hydro Project ("Project"), which is a
Qualifying Facility under the Public Utility Regulatory Policies Act of 1978 ("PURPA") located
near Hagerman,Idaho,with the former owner of the Project,Birch Creek Trout,Inc. ("Birch Creek
Trout"), on July 03, 2019. The Agreement has a 20-year term with non-levelized, non-seasonal
hydro published avoided cost rates and was approved by the Idaho Public Utilities Commission
(the "Commission") in Case No. IPC-E-19-23, Order No. 34456, issued on October 04, 2019;
WHEREAS, Birch Creek Trout sold the Project to Birch Creek Land and Water, LLC, or
its predecessor in interest, on or about January 23, 2025;
WHEREAS,as a result of this sale,Idaho Power,Birch Creek Trout,and Birch Creek Land
and Water,LLC have entered a Consent,Assignment, and Assumption Agreement, effective as of
January 23, 2025, pursuant to which Birch Creek Trout has assigned and Birch Creek Land and
Water, LLC has assumed the Agreement and the rights and obligations of the Seller thereunder,
with Idaho Power's consent;
WHEREAS, the Agreement 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 First
Amendment to the Agreement to: (1)amend the Agreement as set forth herein to ensure it correctly
identifies the new Seller; and (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:
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. Amendment.
Energy Sales Agreement
Project: 31215060 Birch Creek Hydro Project
First Amendment-Page I of 5

Docusign Envelope ID:390AC7C5-6A64-4235-8E51-3B9C2211E2B0
A. In the entirety of the Agreement, any reference to "Birch Creek Trout, Inc." shall be
replaced with "Birch Creek Land and Water, LLC" from and after the date of assignment
and assumption described in the recitals above (i.e. January 23, 2025); provided, however,
that any(i)action or obligation performed by Birch Creek Trout;(ii)notice sent or received
by Birch Creek Trout; (iii) consent given or not given by Birch Creek Trout; (iv)
representation or warranty made by Birch Creek Trout; or (v) sums paid or incurred by
Birch Creek Trout under the Agreement, prior to the consummation of the assumption by
Birch Creek Land and Water, LLC of Seller's obligations under the Agreement, shall not
fail, be deemed untrue, or be deemed ineffective, as applicable, because the reference to
Birch Creek Trout,Inc.has been replaced with Birch Creek Land and Water,LLC pursuant
to this Section.
B. 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
Energy Sales Agreement
Project: 31215060 Birch Creek Hydro Project
First Amendment-Page 2 of 5

Docusign Envelope ID:390AC7C5-6A64-4235-8E51-3B9C2211E2B0
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
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
Energy Sales Agreement
Project: 31215060 Birch Creek Hydro Project
First Amendment-Page 3 of 5

Docusign Envelope ID:390AC7C5-6A64-4235-8E51-3B9C2211E21B0
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 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 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 Amendments.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 Amendments. 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,
Energy Sales Agreement
Project: 31215060 Birch Creek Hydro Project
First Amendment-Page 4 of 5

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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 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 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.
IN WITNESS WHEREOF,the Parties hereto have caused this First Amendment to be duly
executed as of the date above written.
BIRCH CREEK LAND AND WATER, LLC IDAHO POWER COMPANY
By: N" (NC By: 27- N. AJIA—
Name: Michelle Wolf Name: Ryan Adelman
Title: Owner Title: Vice President, Power Supply
Date: 3/14/202 5 Date: 3/14/202 5
Energy Sales Agreement
Project: 31215060 Birch Creek Hydro Project
First Amendment-Page 5 of 5