20230428Application.pdf

MEGAN GOICOECHEA ALLEN
Corporate Counsel
[e-mail]

April 28, 2023

VIA ELECTRONIC MAIL

Jan Noriyuki, Secretary
Idaho Public Utilities Commission
11331 West Chinden Blvd., Building 8
Suite 201-A
Boise, Idaho 83714

Re: Case No. IPC-E-23-15
SISW LFGE Project
Idaho Power Company’s Application for Approval of First Amendment to
the Energy Sales Agreement

Dear Ms. Noriyuki:

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

MGA:cld
Enclosures
RECEIVED
Friday, April 28, 2023 2:29:43 PM
IDAHO PUBLIC
UTILITIES COMMISSION
APPLICATION – 1
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]
[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 WITH
THE SISW LFGE PROJECT.
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CASE NO. IPC-E-23-15

APPLICATION FOR APPROVAL
OF FIRST AMENDMENT TO
ENERGY SALES AGREEMENT

Idaho Power Company (“Idaho Power” or “Company”), in accordance with Idaho
Public Utilities 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 (“Commission”) for an order approving the First
Amendment (“Amendment”) to the Energy Sales Agreement (“ESA”) for the sale and
purchase of electric energy generated by the Southern Idaho Regional Solid Waste
District Landfill Gas to Energy (“SISW LFGE”) Project, which is a PURPA Qualifying
Facility (“QF” or “Facility”).
In support of this Application, Idaho Power represents as follows:

1 Hereinafter cited as RP.
APPLICATION – 2
I. INTRODUCTION AND BACKGROUND
1. Idaho Power and Seller (jointly, “Parties”) entered into an Energy Sales
Agreement (“ESA”) on March 13, 2017, for the purchase and sale of energy from the
SISW LFGE Project (“Project”), a landfill gas to energy facility with a five megawatt (“MW”)
Maximum Capacity Amount to be located near Burley, Idaho. The ESA was approved by
the Commission in Case No. IPC-E-17-04, Order No. 33772, issued on June 1, 2017.
2. The Description of the Facility in Section B-1 of Appendix B of the ESA
provides that the Project shall initially consist of a 2.6 MW generation unit with the ability
to add a subsequent 2.4 MW generation unit, up to a total Facility capacity of 5 MW, within
sixty (60) months of the Operation Date that would be subject to the conditions, rates,
and remaining term of the ESA.
3. The Project as built initially and the subsequent unit that has now been
added deviate slightly from the description in Section B-1 of Appendix B of the ESA, to
wit: (1) it initially consisted of two 1.307 MW generation units, instead of a single 2.6 MW
generation unit, (2) the subsequent generation unit, installed within sixty (60) months of
the Operation Date. consists of another 1.307 MW generation unit, instead of a 2.4 MW
generation unit, and (3) Total Nameplate Capacity for the Project will be 3.921 MW
instead of 5 MW.
4. The changes are within the original Nameplate Capacity and Maximum
Capacity Amount of the ESA, and the addition of the final unit was contemplated by the
Parties, reflected in the ESA, and approved the Commission; therefore, these changes
do not otherwise impact the conditions, rates, or other terms of the ESA.
5. The SISW LFGE ESA contains a provision, Article XXIII Modification, that
the Commission has identified in other cases as requiring revisions to address scenarios
APPLICATION – 3
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.
6. As a result of these circumstances, the Parties desire to enter into this First
Amendment to the ESA to: (1) revise Appendix B, specifically Section B-1, Description of
Facility, and Section B-4, Maximum Capacity Amount, to accurately reflect the Facility as
built, and make corresponding changes to other definitions and Appendix E that
referenced the original design as described in Exhibit B; and (2) revise Article XXIII
Modification in conformity with the language recently approved by the Commission.
7. A copy of the First Amendment dated April 27, 2023, is attached to this
Application as Attachment 1 and is subject to the Commission’s approval.

II. THE AMENDMENT
8. The First Amendment provides for the following revisions to Section B-1,
Description of Facility, of Appendix B of the ESA (new language is underlined, and deleted
language uses strikethrough):
The project shall initially install consist of two 1.307 a 2.6 MW generation
units and within sixty (60) months of the Operation Date may install
another 1.307 2.4 MW generator unit. The additional generator units at
this location, up to a total of 5 MW that would make use of the LFG at the
Milner Butte landfill as a fuel source, shall be required to be an expansion
to the Facility under this Agreement.

Nameplate Capacity: Initial Units 2.614 MW, Subsequent Unit 1.3072.4
MW, Total 3.921 5 MW

Var Capability (Both leading and lagging of initial unit): Leading is 0.8,
Lagging is 0.8
APPLICATION – 4
9. The First Amendment provides for the following revisions to Section B-4,
Maximum Capacity Amount, of Appendix B of the ESA (new language is underlined, and
deleted language uses strikethrough):
This value will be 53.921 MW which is consistent with or less than the value
provided by the Seller to Idaho Power in accordance with the GIA. This
value is the maximum energy (in MW) that potentially could be delivered by
the Seller’s Facility to the Idaho Power electrical system at any moment in
time.
10. The First Amendment provides for the following revisions to Article 1.33,
“Operation Date” (new language is underlined, and deleted language uses strikethrough):
The day commencing at 00:01 hours, Mountain Time, following the day that all
requirements of paragraph 5.2, for the initial 2.6 MW generating unit(s), have been
completed and after the Seller requested Operation Date. Subsequent generating
unit(s) may be installed and be operational, bringing the facility total capacity to
53.921 MW, within sixty (60) months of the Operation Date or the Delay Damages
for the additional 2.41.307 MW of capacity may apply.
11. The First Amendment provides for the deletion of the header label on the
first page of Appendix E and replacement with the following:
APPENDIX E
OTHER FACILITY ENERGY PRICES
(Prices based on 3,921 kW of Capacity)
12. The First Amendment provides for the deletion of Article XXIII of the ESA in
its entirety and replacement with the following:
ARTICLE XXIII: FACILITY MODIFICATION
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
APPLICATION – 5
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 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;

APPLICATION – 6
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
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.
APPLICATION – 7
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.

13. The First Amendment is intended to correct and update information in the
ESA and does not otherwise change any of the obligations of the Parties. More
specifically, the Commission approved the original ESA, including the later addition of a
generation unit, in Order No. 33772, and the Parties believe the Project as built and the
ESA as amended herein, including the updated description of the Facility and the addition
of a generation unit, are not inconsistent with the general intent of the original ESA and
believe that the Project as built, including the additional generator, continue to qualify for
the rates, terms and conditions in the original ESA, as approved by the Commission.
Therefore, the Parties intend to allow the additional generator to begin operating as early
as May 8, 2023. However, in the event the Commission does not approve this
Amendment, or otherwise determines that the 1.307 MW third generator does not qualify
for the avoided cost rates set forth in Exhibit E of the ESA, the Parties have included a
APPLICATION – 8
clause in the First Amendment under which the Seller will return to Idaho Power any
payments made for generation from the third unit (that is, above 2.614 MW per hour).

III. MODIFIED PROCEDURE
14. 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.

IV. COMMUNICATIONS AND SERVICE OF PLEADINGS
15. 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 [e-mail]
[e-mail]
[e-mail]
[e-mail]

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

APPLICATION – 9

Respectfully submitted this 28th day of April 2023.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company

APPLICATION – 10
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 28th day of April 2023, 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:

Nate Francisco
Executive Director and CEO
Southern Idaho Solid Waste
[phone]

Hand Delivered
U.S. Mail
Overnight Mail
Fax
X Email: [e-mail]

________________________________
Christy Davenport, Legal Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-23-15

IDAHO POWER COMPANY

ATTACHMENT 1

Project Number 20170214– SISW LFGE First Amendment Page 1 of 6
FIRST AMENDMENT TO THE
ENERGY SALES AGREEMENT
FOR THE
SISW LFGE PROJECT

This First Amendment of the Energy Sales Agreement (“First Amendment”) is effective as
of April ___, 2023 (“Effective Date”) and is entered into by and between Idaho Power Company (“Idaho Power”), an Idaho corporation, and CAFCo Idaho Refuse Management LLC (“Seller”) (individually a “Party” and collectively the “Parties”).
WHEREAS, Idaho Power and Seller entered into the Energy Sales Agreement (“ESA”)
on March 13, 2017, for the purchase and sale of energy from the Southern Idaho Regional Solid
Waste District Landfill Gas to Energy (“SISW LFGE”) Project (“Project”), a landfill gas to energy facility with a five megawatt (“MW”) Maximum Capacity Amount to be located near Burley, Idaho. The ESA was approved by the Idaho Public Utilities Commission (“the Commission”) in Case No. IPC-E-17-04, Order No. 33772, issued on June 1, 2017.
WHEREAS, the Description of the Facility in Section B-1 of Appendix B of the ESA
provides that the Project shall initially consist of a 2.6 MW generation unit with the ability to add a subsequent 2.4 MW generation unit, up to a total Facility capacity of 5 MW, within sixty (60) months of the Operation Date that would be subject to the conditions, rates, and remaining term of the ESA.

WHEREAS, the Project as built initially and the subsequent unit that has now been added deviate slightly from the description in Section B-1 of Appendix B of the ESA, to wit: (1) the project initially consisted of two 1.307 MW generation units, instead of a single 2.6 MW generation unit, (2) the subsequent generation unit, installed within sixty (60) months of the
Operation Date, consists of another 1.307 MW generation unit, instead of a 2.4 MW generation unit, and (3) Total Nameplate Capacity for the Project will be 3.921 MW instead of 5 MW; WHEREAS, these changes are within the original Nameplate Capacity and Maximum Capacity Amount of the ESA, and the addition of the final unit was contemplated by the parties,
reflected in the ESA, and approved by the Commission; therefore, these changes do not otherwise impact the conditions, rates, or other terms of the ESA.
WHEREAS, the SISW LFGE 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. WHEREAS, the Parties desire to enter into this First Amendment to the ESA to: (1) revise Appendix B, specifically Section B-1, Description of Facility, and Section B-4, Maximum
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27

Project Number 20170214– SISW LFGE First Amendment Page 2 of 6
Capacity Amount, to accurately reflect the Facility as built, and make corresponding changes to other definitions and Appendix E that referenced the original design; and (2) revise Article XXIII Modification in conformity with the language recently approved by the Commission.
WHEREAS, the Commission approved the original ESA, including the later addition of a generation unit, in Order No. 33772. The Parties believe the project as built and the ESA as amended herein, including the updated description of the facility and the addition of a generation unit, are consistent with the general intent of the original ESA as approved by the Commission,
and believe that the project as built, including the additional generator, continues to qualify for the rates, terms and conditions in the original ESA, approved by the Commission. Therefore, the Parties intend to allow the additional generator to begin operating as early as May 8. In the event the Commission does not approve this Amendment, or otherwise determines that the 1.307 MW third generator does not qualify for the avoided cost rates set forth in Exhibit E of the ESA, the
Parties have included a clause herein under which the Seller will return Idaho Power any payments made for generation from the third unit (that is, above 2.614 MW per hour). 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 the ESA, as amended, by this reference to the same extent as if these recitals were set forth in full at this point.
2. Amendments.
A. Appendix B: Section B-1, Description of Facility, of Appendix B of the ESA is hereby amended to state: (new language is underlined, and deleted language uses strikethrough).
The project shall initially install consist of two 1.307 a 2.6 MW generation units and within sixty (60) months of the Operation Date may install another 1.307 2.4
MW generator unit. The additional generator units at this location, up to a total of
5 MW that would make use of the LFG at the Milner Butte landfill as a fuel source, shall be required to be an expansion to the Facility under this Agreement. Nameplate Capacity: Initial Units 2.614 MW, Subsequent Unit 1.3072.4 MW,
Total 3.921 5 MW
Var Capability (Both leading and lagging of initial unit): Leading is 0.8, Lagging is 0.8
Section B-4, Maximum Capacity Amount, of Appendix B of the ESA is hereby amended to state:
(new language is underlined, and deleted language uses strikethrough).
This value will be 53.921 MW which is consistent with or less than the value provided by the Seller to Idaho Power in accordance with the GIA. This value is
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Project Number 20170214– SISW LFGE First Amendment Page 3 of 6
the maximum energy (in MW) that potentially could be delivered by the Seller’s Facility to the Idaho Power electrical system at any moment in time.
B. Definitions: Article 1.33, “Operation Date,” is hereby amended to state: (new
language is underlined, and deleted language uses strikethrough).
The day commencing at 00:01 hours, Mountain Time, following the day that all requirements of paragraph 5.2, for the initial 2.6 MW generating unit(s), have been completed and after the Seller requested Operation Date. Subsequent generating unit(s) may be installed and be operational, bringing the facility total capacity to 53.921 MW,
within sixty (60) months of the Operation Date or the Delay Damages for the additional 2.41.307 MW of capacity may apply.
C. Appendix E, Other Facility Energy Prices: The header label on the first page of Appendix E is hereby deleted in its entirety and replaced with the following:
APPENDIX E
OTHER FACILITY ENERGY PRICES
(Prices based on 3,921 kW of Capacity)

D. Article XXIII: Facility Modification: Article XXIII of the ESA is hereby deleted in its entirety and replaced with the following provisions:
ARTICLE XXIII: FACILITY MODIFICATION
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;
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Project Number 20170214– SISW LFGE First Amendment Page 4 of 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 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
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Project Number 20170214– SISW LFGE First Amendment Page 5 of 6
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 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,
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Project Number 20170214– SISW LFGE First Amendment Page 6 of 6
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.
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 terms and conditions of the ESA remain unchanged.
5. Capitalized Terms. All capitalized terms used in this First Amendment and not defined herein shall have the same meaning as in the ESA.
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 hereof.
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 ESA, 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.
IDAHO POWER COMPANY

By: _________________________________
Name: _______________________________
Title: ________________________________
CAFCO IDAHO REFUSE MANAGEMENT LLC
By: _________________________________
Name: _______________________________
Title: ________________________________

DocuSign Envelope ID: D4BF8369-88F7-4FAF-9ACB-ED122E37B89D
Nate Francisco
Executive Director & CEO
Ryan N. Adelman
VP, Power Supply