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Home My WebLink About20240123Amendment No. 5.pdf1-9-24 Page 1 of 3 AMENDMENT NO. 5 TO POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND STIMSON LUMBER COMPANY AMENDMENT NO. 5 This Amendment No. 5 (“Amendment No. 5”) to the Power Purchase Agreement (“Agreement”) between Avista Corporation (“Avista”) and the Stimson Lumber Company (“Project Developer”), is entered into by the Parties and this Amendment No. 5 shall be effective as of the date of the order issued by the Idaho Public Utilities Commission (“Commission”) approving this Amendment No. 5. RECITALS WHEREAS, the Parties entered into the Agreement on December 23, 2019, under which Project Developer is to deliver and sell, and Avista is to purchase, electric energy generated from Seller’s Facility; WHEREAS, the Commission approved the Agreement, as amended by Amendment No. 1, in Order No. 34692 issued on June 15, 2020; WHEREAS, the Commission approved the Agreement, as amended by Amendment No. 2, in Order No. 35245 issued on December 7, 2021; WHEREAS, in a joint petition dated September 20, 2023, the Parties to the Agreement submitted Amendment No. 3 to the Commission for approval in Case No. AVU-E-23-14; WHEREAS, on December 8, 2023, the Commission issued Order No. 36019, approving the Agreement as amended by Amendment No. 3, subject to a further compliance filing; WHEREAS, on December 20, 2023, Avista filed Amendment No. 4 as its compliance filing in response to Order No. 36019 and to add a provision to address Project Developer’s ongoing obligation with regard to its use-of-facilities charge; WHEREAS, Avista understands that Staff desires further amendments to the Agreement to comply with Order No. 36019 and for the Parties to remove the provision that was added in Amendment No. 4 to address Project Developer’s ongoing obligation with regard to its use-of- facilities charge; and WHEREAS, the Parties to the Agreement desire to amend the Agreement to address Staff’s concerns. NOW THEREFORE, it is agreed as follows: AGREEMENT TO AMEND 1. In Amendment No. 4, as directed by the Commission in Order No. 36019, the Parties added language to address modifications to the Facility to comply with Order No. 35705. Staff has requested that the Parties further revise the language regarding modifications to the RECEIVED Monday, January 22, 2024 3:22:35 PM IDAHO PUBLIC UTILITIES COMMISSION 1-9-24 Page 2 of 3 AMENDMENT NO. 5 TO POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND STIMSON LUMBER COMPANY Facility. Accordingly, Section 9.9 of the Agreement as proposed in Amendment No. 4 is deleted in its entirety and is replaced with the following Section 9.9: 9.9 Project Developer shall notify Avista in writing prior to making any material modifications to the Facility, including, but not limited to, modifications to the Facility that (i) increases or decreases the Facility nameplate capacity, (ii) changes the primary energy source, or (iii) changes the generator fuel. Any material modifications will require a review and, subject to Section 24 of this Agreement, amendment of the Agreement, including amendment of Exhibit D to reflect the Facility as actually modified and adjustment of the applicable pricing Exhibit E to ensure that, as of the date when output is first delivered from the modified Facility, payments to Project Developer reflect the proper authorized rates for the Facility as modified. In the event that, as a result of the modifications to the Facility, Avista determines that the Facility is no longer a Qualifying Facility or if the Parties are unable to mutually agree to an amendment to the Agreement that satisfies the requirements of this paragraph, Avista may terminate the Agreement. If the Agreement is terminated because of such modifications, Project Developer will be responsible for any financial damages incurred by Avista as a result of such termination. 2. In Amendment No. 4, the Parties proposed to revise Section 31 of the Agreement to add language so that Project Developer would only pay the use-of-facilities charge required in Section 31 of the Agreement for each month in which Project Developer operates its Facility and would not be required to pay the use-of-facilities charge for any month for which (i) Project Developer has notified Avista that the Facility will not operate, and (ii) the Facility is not operated. Staff has indicated that this provision is not properly included in Amendment No. 4 and, therefore, the following language that was to be added to the Agreement in Amendment No. 4 is deleted in its entirety: Notwithstanding the foregoing, if (i) Project Developer provides Avista written notice at least ten (10) days prior to the first day of any calendar month that the Facility will not produce any power in such calendar month, and (ii) the Facility does not produce any power in such calendar month, Project Developer shall not be required to pay a monthly use of facilities charge pursuant to this Section 31 for such calendar month. 3. Except as expressly amended by the provisions set forth in this Amendment No. 5, all of the terms and conditions of the Agreement, as amended, shall remain in full force and effect following execution of this Amendment No. 5 and each Party confirms, ratifies and approves the Agreement as amended by this Amendment No. 5. All capitalized terms used herein and not otherwise defined shall have the respective meanings given to such terms in the Agreement. For the avoidance of doubt, this Amendment No. 5 is hereby incorporated in the Agreement and, as of the effective date of this Amendment No. 5, all references to the Agreement shall be deemed to be references to the Agreement as amended by this Amendment No. 5. 1-9-24 Page 3 of 3 AMENDMENT NO. 5 TO POWER PURCHASE AGREEMENT BETWEEN AVISTA CORPORATION AND STIMSON LUMBER COMPANY 4.This Amendment No. 5 may be executed in two (2) or more counterparts, each of which shall be deemed as an original and together shall constitute one and the same document. IN WITNESS WHEREOF, each Party has caused this Amendment No. 5 to be executed by its duly authorized representatives as of the date first set forth below. STIMSON LUMBER COMPANY By: ____________________________ Printed Name: ___________________ Title: __________________________ Date: __________________________ AVISTA CORPORATION By: ____________________________ Printed Name: Chris Drake ___ Title: Manager, Res Opt & Mktg_____ Date: _1/22/2024_________________