Application

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 IDAHO POWER
COMPANY’S APPLICATION FOR
APPROVAL OF THE THIRD AMENDMENT
TO THE ENERGY SERVICES
AGREEMENT WITH BRISBIE LLC

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CASE NO. IPC-E-26-25

APPLICATION

Idaho Power Company (“Idaho Power” or “Company”), in accordance with Idaho
Public Utilities Commission’s (“Commission”) Rule of Procedure 52 and Idaho Code §
61-503, hereby respectfully applies to the Commission for an order approving the Third
Amendment to the Special Contract for Electric Service (“Third Amendment”) entered into
between Idaho Power and Brisbie LLC (“Brisbie”) dated August 21, 2026. A copy of the
Third Amendment is attached to this Application as Attachment 1.

APPLICATION - 2
As more fully described herein, the Third Amendment proactively incorporates
changes consistent with the Commission’s recent guidance regarding customer
protections for large-load service and is intended to better align Brisbie’s obligations with
the costs and risks associated with planning for and providing service to Brisbie’s load
while further protecting the Company and its other customers from potential cost shifting.
In addition, the Third Amendment promotes consistency with the customer-protection
principles reflected in the Commission’s recent review of large-load special contracts. The
purpose of the Third Amendment is to strengthen existing customer-protection provisions
and contractual commitments. It does not create a new service arrangement, seek an
increase in load requirements, modify Commission-approved rates or pricing, or
otherwise alter the Commission-approved framework under which Brisbie receives
service.
In support of this Application, Idaho Power represents as follows:
I. BACKGROUND
1. As a public electric utility regulated by the Commission, Idaho Power
provides electric service pursuant to Commission-approved tariffs and special contracts.
Under Schedule 19, Large Power Service (“Schedule 19”), customers with aggregate
power requirements exceeding 20 megawatts (“MW”) are required to take service
pursuant to a Commission-approved special contract. The special contract requirement
is designed to ensure that large load service requests are carefully evaluated to enable
the Company’s ability to meet its obligation to all customers in its service area while
protecting the Company and its other retail customers from the impacts that some large

APPLICATION - 3
loads could impose.1
Brisbie ESA – Case Nos. IPC-E-21-42 and IPC-E-24-23
2. Brisbie operates a data center campus and associated infrastructure and
facilities in Idaho Power’s electric service territory and is a retail customer of Idaho Power
taking service under a special contract, also referred to as an energy services agreement
(“ESA”), entered into between the Parties on December 22, 2021 (the “Brisbie ESA”), with
associated rates and charges set forth in Schedule 33.
3. The rates and terms for the Brisbie ESA were developed based on then-
current system and energy economics, the customer’s unique operating characteristics
and site-specific circumstances, and the regulatory framework set forth in Idaho Power’s
Clean Energy Your Way (“CEYW”) - Construction offering under Schedule 62 in
furtherance of Brisbie’s sustainability objectives. The Brisbie ESA provides for a two-block
pricing structure that incorporates embedded and marginal cost rates as well as cost and
credit components associated with new renewable resources to support Brisbie’s load in
accordance with the CEYW – Construction framework. Brisbie has paid for all upfront
costs for facilities needed to serve Brisbie’s load pursuant to a separate construction
agreement.

1 House Bill 911 passed by the Idaho Legislature in 2026 further reinforced the Commission's existing
framework for evaluating and serving large electrical loads under a Commission-approved contract. Idaho
House Bill 911, which became effective on July 1, 2026, added a new section to Idaho Public Utilities Law,
Idaho Code § 61-335, intended to ensure consistency and "codify existing [Idaho Public Utility Commission]
protections" for future large load projects by establishing rules for approving and serving new large loads
as defined thereunder. See Idaho State Legislature, Senate State Affairs Committee, Minutes of Meeting
(Mar. 25, 2026) at 5. More specifically, Idaho Code § 61-335 defines a “new large load” as any electrical
load associated with a new, expanded, or modified service entrance that: (1) increases the cumulative
power requirement by 50 megawatts or more over any consecutive 60-month period and (2) is subject to a
utility service contract entered into on or after July 1, 2026. See also Idaho Code § 73-101 (providing that
statutes will not be applied retroactively absent express legislative intent to do so).

APPLICATION - 4
4. On May 11, 2023, the Commission issued Order No. 35777 in Case No.
IPC-E-21-42 approving the Brisbie ESA subject to certain modifications related to the
treatment of CEYW-Construction pricing elements. Thereafter, the Parties entered into
the First Amendment to the Brisbie ESA to address the Commission-directed
modifications, which was approved by the Commission on October 12, 2023, in Order No.
35958.
5. Based on the Commission's guidance related to the CEYW-Construction
offering, and as a result of the collaborative efforts undertaken by Staff and the Company
to ensure the transparent and efficient review of updates to pricing elements in CEYW-
Construction agreements, the Parties subsequently entered into a Second Amendment
to the Brisbie ESA to incorporate modifications related to the implementation and
administration of the CEYW-Construction offering. The Second Amendment to the Brisbie
ESA was approved by the Commission in Order No. 36383 issued on November 8, 2024,
in Case No. IPC-E-24-23. Service under the Brisbie ESA and Schedule 33 commenced
in March 2025.
Micron Idaho Semiconductor Manufacturing (Triton) LLC ESA – Case No. IPC-E-24-44
6. Recently, in reviewing the Micron FAB ESA, the Commission reaffirmed the
importance of customer-protection principles in contracts governing large-load electric
service. In Order No. 37039 issued in Case No. IPC-E-24-44, the Commission approved
the Micron FAB ESA subject to updates to certain pricing components and modifications
to certain contract provisions.2 In doing so, the Commission emphasized the importance

2 The Company subsequently made a compliance filing including the updated pricing components directed
by the Commission and the First Amendment to the Micron FAB ESA that incorporated the Commission-
directed modifications, which was approved in Order No. 37092 issued on July 8, 2026.

APPLICATION - 5
of strong contractual protections against potential cost shifting associated with large-load
customers, particularly in light of near-term capacity constraints and the need for
significant investments in new generation and other system resources, stating:
The Commission recognizes the importance of the issues presented in this
case as evidenced by the robust participation of all parties and the depth
and breadth of the testimony submitted by the Company, Staff, and all
intervenors. Protecting customers from cost shifting due to new large-load
entrants is one of the key aspects to determining fair, just, and reasonable
rates.3

7. Consistent with these principles, the Company evaluated whether additional
contractual provisions could further align customer commitments with the costs, risks, and
planning assumptions associated with serving large-load customers and provide
additional protection against potential cost shifting.
II. THE PROPOSED THIRD AMENDMENT
8. In light of the Commission’s recent guidance regarding customer
protections applicable to large-load service, Idaho Power worked with Brisbie to evaluate
opportunities to further strengthen the existing Brisbie ESA and better align certain
provisions of the agreement with principles reflected in the Commission’s recent review
of large-load special contracts. In addition, although the recently enacted large-load
legislation does not apply under the circumstances,4 the Parties sought to ensure that the
ESA, as amended, incorporates robust customer-protection provisions and contractual
commitments consistent with the policy objectives reflected in that legislation.

3 Order No. 37039 at 15.
4 See Idaho Code § 61-335(b)-(c). As noted above, the Brisbie ESA was entered into in 2021, and service
under Schedule 33 commenced in March 2025. The Third Amendment does not establish a new service
arrangement or modify any service requirements in a manner that would trigger the statutory criteria
applicable to a "new large load".

APPLICATION - 6
9. The Third Amendment effectuating these changes, as more fully described
below, was executed by the Parties on August 21, 2026, and is subject to, and expressly
conditioned upon, Commission approval. Notably, the Third Amendment does not
establish a new service arrangement, increase Contract Demand, revise the approved
rates or pricing structure, or otherwise alter the approved framework under which Brisbie
receives electric service. Rather, the Third Amendment enhances contractual protections
designed to better align Brisbie’s obligations with the costs, risks, and planning
assumptions associated with serving the customer’s load and to further protect Idaho
Power’s other customers from potential cost shifting.
10. Contract Demand Stability: The Third Amendment establishes a ten-year
period during which the Contract Demand schedule may not be increased or decreased,
except that a reduction may be implemented with Commission approval upon an
affirmative showing that the reduction is consistent with the public interest. After that
period, Brisbie may request changes subject to advance notice, specified increments,
minimum-duration requirements, and limitations on the magnitude and timing of future
changes. See Section 3.7(i).
11. Take-or-Pay Strengthening: The Third Amendment replaces the existing
20 MW Minimum Billing Demand by establishing a Minimum Monthly Billing Demand at
90 percent of Contract Demand for a fixed ten-year period. Thereafter, Minimum Monthly
Billing Demand will decrease annually in specified increments, subject to a 20 MW floor
and the Commission’s authority to order or approve a different result. See Section 3.7(iv)
and the associated Definitions in Section 1.1.

APPLICATION - 7
12. Durable Credit and Collateral Requirements: The Third Amendment
revises Article 11 by requiring a guaranty securing Brisbie’s obligations under the ESA,
as amended, establishing objective standards for guarantor eligibility, and requiring a
replacement guaranty or letter of credit if those standards are no longer satisfied. The
required support is tied to the then-applicable amount of secured obligations under the
ESA and may be updated over time in accordance with the agreement. See Sections
11.1(I), 11.2, 11.3, 11.4, 11.5, 11.6, 13.1(j), and associated Definitions under Section 1.1.
13. Enhanced Termination Protections: The Third Amendment establishes a
Demand Obligation Value (“DOV”) designed to quantify the net present value of Brisbie’s
remaining demand-related fixed-cost obligations over the applicable obligation period.
The DOV is included in “Losses” for the purpose of determining a Termination Payment
following a customer default. The amendment also establishes a DOV Settlement Amount
to preserve recovery of the remaining demand-related fixed-cost obligations if the ESA
expires before the end of the applicable demand-obligation period. See Section 2.1(ii),
and associated Definitions under Section 1.1.
14. Other: The Third Amendment includes other clarifying and contract-
hygiene edits throughout.
15. Except as expressly provided in the Third Amendment, the conditions,
obligations, rates, pricing elements, and other terms of the ESA, as amended, remain in
full force and effect.
III. MODIFIED PROCEDURE
16. Idaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under

APPLICATION - 8
Modified Procedure pursuant to Commission Rules of Procedure 201, et seq., i.e., by
written submissions rather than by hearing. If, however, the Commission determines that
a technical hearing is required, the Company stands ready to prepare and present
testimony in support of this Application in such hearing. Because the Third Amendment
provides additional customer-protection provisions and does not increase Contract
Demand, revise the approved rates or pricing structure, or establish a new service
arrangement, the Company respectfully requests a procedural schedule that allows for
efficient review and resolution of the Application. Resolution by January 29, 2027, would
provide regulatory certainty regarding the contractual commitments reflected in the Third
Amendment in advance of the Company's spring load forecasting and resource-planning
processes, which may inform future resource and ratemaking planning activities.
IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
17. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Megan Goicoechea Allen
Donovan Walker
Regulatory Dockets
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
[e-mail]
[e-mail]

Tim Tatum
Grant T. Anderson
Connor Allen
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
[e-mail]
[e-mail]

V. CONCLUSION AND REQUEST FOR RELIEF
18. As more fully described herein, and consistent with the customer-protection
principles articulated by the Commission in its recent review of large-load special
contracts, Idaho Power and Brisbie proactively executed the Third Amendment to further

APPLICATION - 9
strengthen protections against potential cost shifting and better align Brisbie’s obligations
with the costs, risks, and planning assumptions associated with serving its load. The Third
Amendment accomplishes these objectives through enhanced Contract Demand
commitments, strengthened Minimum Monthly Billing Demand provisions, enhanced
termination and exit-payment protections through the Demand Obligation Value
framework, and revised credit support requirements. Importantly, the Third Amendment
does not establish a new service arrangement, increase Contract Demand, revise the
approved rates or pricing structure, or otherwise alter the approved framework under
which Brisbie receives electric service.
19. Accordingly, as set forth more fully above, Idaho Power respectfully
requests the Commission issue an Order approving the Third Amendment to the Brisbie
ESA, included as Attachment 1.
DATED at Boise, Idaho, this 2nd day of September 2026.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-26-25

IDAHO POWER COMPANY

ATTACHMENT 1

THIRD AMENDMENT TO THE
SPECIAL CONTRACT
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