20240126Application .pdf

MEGAN GOICOECHEA ALLEN
Corporate Counsel
[e-mail]

January 26, 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-24-06
Barber Dam Hydro Project
Idaho Power Company’s Application for Approval of a Third Amendment to
the Existing Energy Sales Agreement for the Sale and Purchase of Electric
Energy from the Barber Dam Hydro Project and Acceptance or Rejection of
the Replacement Energy Sales Agreement for the same.

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
RECEIVED
Friday, January 26, 2024 2:26:07 PM
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 THIRD AMENDMENT TO
THE EXISTING ENERGY SALES
AGREEMENT FOR THE SALE AND
PURCHASE OF ELECTRIC ENERGY
FROM THE BARBER DAM HYDRO
PROJECT AND ACCEPTANCE OR
REJECTION OF THE REPLACEMENT
ENERGY SALES AGREEMENT FOR THE
SAME.

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CASE NO. IPC-E-24-06

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: (1) authorizing

1 Hereinafter cited as RP.
APPLICATION - 2
that this matter may be processed by Modified Procedure; (2) approving the Third
Amendment (“Third Amendment”) to the 1987 Energy Sales Agreement for the sale and
purchase of electric energy generated by the Barber Dam Hydroelectric Project (“Facility”
or “Project”); (3) accepting or rejecting the replacement Energy Sales Agreement (“ESA”
or “Agreement”) between Idaho Power and Seller under which Seller would continue to
sell and Idaho Power would continue to purchase electric generation from the Barber
Dam Hydro Project; and, if accepted, (4) declaring that all payments for purchases of
energy under the ESA between Idaho Power and the Seller be allowed as prudently
incurred expenses for ratemaking purposes.
As set forth herein, the parties have entered into a new ESA with updated terms
and conditions to replace the existing Agreement upon its forthcoming expiration, and
also desire to update certain provisions in the existing ESA for the sake of transparency
and clarity of the record in anticipation of the replacement ESA. Given the compressed
timing and sequence of these events, Idaho Power has combined the requests related to
both the proposed amendment and the replacement contract in this filing in the interest
of efficiency and regulatory economy. In support of this Application, Idaho Power
represents as follows:
I. BACKGROUND
1. Idaho Power and Interwest Hydro, Inc. entered into a Firm Energy Sales
Agreement dated July 13, 1987 (“1987 Agreement”) for the purchase and sale of energy
from the Barber Dam Hydroelectric Project located in Ada County, Idaho, which is a
Qualifying Facility (“QF”) under PURPA. The 1987 Agreement was approved by the
Commission in Order No. 21359.
APPLICATION - 3
2. Interwest Hydro, Inc. assigned its interest in the 1987 Agreement to
Bonneville Pacific Corporation on May 13, 1988, which in turn assigned its interest to
Fulcrum, Inc. on May 13, 1988. Fulcrum, Inc., was converted to Fulcrum, LLC, as of April
2, 2015.
3. The parties entered into a First Amendment to the 1987 Agreement on
September 20, 1988, to incorporate the security provisions for the Seller’s levelized rate
repayment obligation as established by the Commission in Order No 21690, which was
approved by the Commission on September 23, 1988, by minute entry in Case No. U-
1006-295. On November 24, 1999, the parties entered into a Second Amendment to the
1987 Agreement, to modify the requirements for escrow accounts as security provisions
for overpayment liability, which was approved by the Commission in Order No. 28272
issued on January 27, 2000, in Case No. IPC-E-99-12.
4. Fulcrum, LLC, now desires to transfer its interest in the Project to Barber
Pool Hydro, LLC (“Barber Pool Hydro”), and as a result of this transfer, Idaho Power,
Fulcrum, LLC, and Barber Pool Hydro have entered a Consent, Assignment, and
Assumption Agreement, dated December 23, 2023, pursuant to which Fulcrum, LLC has
assigned and Barber Pool Hydro has assumed the Agreement, as amended, 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.
5. Barber Pool Hydro will continue to deliver energy to Idaho Power in
accordance with the 1987 Agreement until it expires on April 10, 2024, after which Idaho
Power and Barber Pool Hydro intend to proceed under a new contract for the same
APPLICATION - 4
Facility (“Replacement ESA”) with updated terms and conditions in conformance with the
Commission’s orders directing the implementation of PURPA for the State of Idaho.
6. In the process of preparing the Replacement ESA, the parties became
aware that Paragraph B-1 of Appendix B of the 1987 Agreement, as amended, contains
an error insofar as it describes the Facility as consisting of two 2,100 kilowatts (“kW”)
generating units, though the actual nameplate rating of each of the two generators is
1,850 kW as reflected in the manufacturer’s “nameplate” attached to the units.
7. In anticipation of the Replacement ESA and consistent with the Generator
Interconnection Agreement (“GIA”) for the Facility executed on December 14, 2023, the
Parties entered into the Third Amendment to: (1) amend the 1987 Agreement based on
the assignment to and assumption by Barber Pool Hydro to ensure it correctly identifies
the new Seller; and (2) correct the description contained in Paragraph B-1 of Appendix B
to reflect the actual nameplate ratings of each of the Facility’s two generating units, 1,850
kW each or 3.7 megawatts (“MW”) total.
II. RELEVANT LAW

8. Pursuant to PURPA and regulations of the Federal Energy Regulatory
Commission (“FERC”) implementing it, electric utilities are required to purchase power
produced by designated Qualifying Facilities. Under this must purchase provision, the
rate a utility must buy the power produced by the QF is generally referred to as the
avoided cost rate, which is intended to reflect the incremental cost to the purchasing utility
of power, which it would either generate itself or purchase from another source but for the
purchase of power from the QF. See 18 CFR §292.101(b)(6).
9. While FERC is tasked with developing broad federal regulations to guide
APPLICATION - 5
PURPA’s implementation, individual state commissions are tasked with implementing
PURPA at the state level. “PURPA requires that utilities buy the power output from QF’s
under a federal rate mechanism (i.e., avoided costs) that is determined and implemented
by state utility commissions.” Order No. 32697 at 7.
10. Pursuant to its authority under PURPA, this Commission has established
and adopted numerous contract terms and conditions for energy sales agreements
entered into between regulated utilities and QFs under PURPA and developed
parameters for published and negotiated avoided cost rate calculations.
11. The Commission’s seminal decisions on PURPA implementation, starting
with Order No. 32697, established, in pertinent part, a 10 average megawatts (“aMW”)
project eligibility cap for access to published avoided cost rates for resources other than
wind and solar and confirmed use of the surrogate avoided resource (“SAR”)
methodology to calculate published rates (updated annually).
12. The Commission also held that both energy and capacity should be
considered in determining avoided costs, though payments for capacity should only begin
at such time that the utility becomes capacity deficient. See Order No. 32697. If an
existing QF seeks a new contract with the utility to replace an expiring contract, the
capacity deficit date is still determined as of the date the original contract was executed,
and the QF will be entitled to immediate payment for capacity under the replacement
contract if it was being paid for capacity at the end of the prior agreement. See also Order
No. 32871.
13. Relative to QF replacement contracts, the Commission subsequently
recognized that conditions existing at the time a legally enforceable obligation was
APPLICATION - 6
established in the prior contract could prevent a QF from ever receiving capacity
payments, which would be inconsistent with the Commission’s prior orders addressing
QF eligibility for capacity payments. See, e.g., Order No. 34200 at 4-5. As a result, the
Commission has focused on whether the utility has been relying on the QF’s power
production to meet its capacity needs in determining whether a QF qualifies for immediate
capacity payments in a replacement contract.
III. THE THIRD AMENDMENT
14. The Facility is currently delivering energy to Idaho Power in accordance with
the 1987 Agreement that expires on April 10, 2024. The Third Amendment dated January
4, 2024, contemplates the following modifications to the 1987 Agreement:
a. Provides for changing the name of the Seller as contained within the ESA as
follows:
In the entirety of the Agreement, any reference to Fulcrum, LLC or
its predecessors in interest under the Agreement or its amendments shall
be replaced with “Barber Pool Hydro, LLC” from and after the date of
assignment and assumption described in the recitals above (i.e., December
23, 2023); provided, however, that any (i) action or obligation performed by
Fulcrum, LLC or its predecessors in interest; (ii) notice sent or received by
Fulcrum, LLC or its predecessors in interest; (iii) consent given or not given
by Fulcrum, LLC or its predecessors in interest; (iv) representation or
warranty made by Fulcrum, LLC or its predecessors in interest; or (v) sums
paid or incurred by Fulcrum, LLC or its predecessors in interest under the
Agreement, as amended, prior to the consummation of the assumption by
Barber Pool Hydro, LLC of Seller’s obligations under the Agreement, as
amended, shall not fail, be deemed untrue, or be deemed ineffective, as
applicable, because the reference to Fulcrum, LLC or its predecessors in
interest has been replaced with Barber Pool Hydro, LLC pursuant to this
Section.

b. Provides for amending Paragraph B-1 “DESCRIPTION OF FACILITY” of Appendix
B as follows (new language is underlined, and deleted language uses
strikethrough):
APPLICATION - 7

The Seller's Facility is described as two Ideal Electrical Company Voith
1850 2100 kW synchronous generators with nameplate ratings at 3 phase,
4160 volts, 60 hertz, 720 RPM driven by Kaplan S type Kaplan Hydro
Turbines manufactured by Voith Hydro.

15. The changes contemplated by the Third Amendment do not impact the
Facility’s eligibility for published rates and the modified combined nameplate capacity is
within the amount contemplated in the 1987 Agreement, and therefore, these changes do
not otherwise impact the conditions, rates, or other terms of the 1987 Agreement, as
amended. A copy of the Third Amendment is attached to this Application as Attachment
2 and as set forth therein is subject to the Commission’s approval.
IV. THE REPLACEMENT ESA
16. Because Barber Pool Hydro intends to proceed under a new contract for
the same Facility following expiration of the 1987 Agreement, the parties entered into the
Third Amendment to update information in order to provide for a smooth transition to the
Replacement ESA.
17. On January 17, 2024, Idaho Power and the Seller entered into the
Replacement ESA in compliance with Commission Order No. 32697 and its progeny,
pursuant to which the Seller would continue to sell and the Company would continue to
purchase electric energy generated by the Facility. A copy of the proposed Replacement
ESA is attached to this Application as Attachment 3 and is intended to replace the 1987
Agreement, as amended, upon its expiration on April 10, 2024.
18. Under the terms of the proposed Replacement ESA, the Seller elected to
contract with Idaho Power for a 20-year term using the non-levelized, published avoided
cost rates for non-seasonal hydro resources as currently established by the Commission
APPLICATION - 8
in GNR-E-23-02 for replacement contracts and for energy deliveries of less than 10 aMW.
See Order No. 35800 dated May 31, 2023. Additionally, because it is a replacement ESA,
the proposed ESA contains capacity payments for the entire term of the Agreement
consistent with prior Commission Orders.2 See, e.g., Order No. 32697 at 21-22; Order
No. 32737 at 5; Order No. 32871; and Order No. 34200 at 4-5.
19. The proposed Replacement ESA contains contract provisions consistent
with PURPA, FERC regulations, and the Commission’s orders directing the
implementation of PURPA for the State of Idaho. With regard to the latter, the following
discussion demonstrates the proposed Replacement ESA’s compliance with certain
Idaho-specific provisions that have been the focus of Commission Staff in reviewing
similar approval requests: (1) adherence to the capacity size threshold for published
rates; (2) eligibility for capacity payments; (3) 90/110 rule with a five-day advance notice
for adjusting Estimated Net Energy Amounts; and (4) conformance of Article XXIII,
Modification, with recent Commission orders.
Capacity Size Threshold
20. The Seller warrants that the Facility is a PURPA Qualifying Facility and has
provided documentation that the project nameplate capacity is 3.7 MW.
21. As defined in paragraphs 1.24 and 4.1.4 of the Replacement ESA, the Seller
will be required to provide data on the Facility that Idaho Power will use to confirm that
under normal and/or average conditions, the Facility will not exceed 10 aMW on a monthly

2 It is the Company’s understanding based on prior Commission orders that QF projects that have been
included in Idaho Power’s load and resource balance during their initial contract term meet the
requirements to include value for their replacement contracts as more fully discussed in Order No. 34200
at 4-5. To that end the Barber Dam Hydro Facility is, like other PURPA contracts, included in the
Company’s generation forecast for existing resources that is considered in the load and resource balance
analysis as part of the Integrated Resource Plan (“IRP”) process.
APPLICATION - 9
basis. Furthermore, as described in paragraph 7.7 of the ESA, should the Facility exceed
10 aMW on a monthly basis or 3,700 kW on an hourly basis, Idaho Power will accept the
energy, defined as Inadvertent Energy, but will not purchase or pay for it.
22. Because the Facility produces less than 10 aMW on a monthly basis under
normal or average conditions, it is eligible for published avoided cost rates.
Eligibility for Capacity Payments
23. In Case No. GNR-E-11-03, the Commission held if a QF project is being
paid for capacity at the end of a contract term and enters into a replacement contract, it
will be entitled to immediate payment of capacity. See Order No. 32697 at 21-22; Order
No. 32737 at 5; and Order No. 32871. Subsequently, the Commission recognized that
there may be circumstances under which a QF should still qualify for immediate capacity
payments with a replacement ESA despite not receiving a separate capacity payment
under the existing/expiring contract. Under broad PUPRA and Commission guidelines,
the primary question for determining capacity payment eligibility is whether or not the
operation of the QF permits the Company to avoid or deter adding future additional
capacity. See, e.g., Order No. 34200 at 4-5 and Order No. 34295 at 4-5.
24. The 1987 Agreement does not separate energy and capacity components
but, considering that Idaho Power has included the QF’s production in its IRP load and
resource balance in the same manner as other QFs, it is Idaho Power’s understanding
that a consistent application of the rationale in Order Nos. 32697, 34200, and 34295 calls
for including capacity payments for the entire term of the Replacement ESA. More
specifically, because the utility has been relying on the QFs power production for IRP
planning purposes and no significant changes are contemplated in the replacement
APPLICATION - 10
contract, the Replacement ESA contains payment for capacity for the entire term of the
replacement contract in line with prior Commission orders.
90/110 Rule and 5-Day Ahead Provision
25. In Idaho, the Commission has determined that the contractual obligation of
a QF under PURPA translates into a commitment to deliver its monthly estimated
production. Order 29632 at 20. To maintain eligibility for the firm avoided cost rates, as
opposed to Schedule 86 non-firm avoided cost rates, Qualifying Facilities are to provide
a monthly estimate of the amount of energy they expect to produce, and the delivery of
committed energy must fall within a 90/110 band for the QF to be entitled to the firm
published avoided cost rate.
26. Consistent with these provisions, the proposed Replacement ESA requires
that the Seller provide estimates of net energy and adopted a five-day advanced notice
for adjusting Estimated Net Energy Amounts for purposes of complying with 90/110
firmness requirements as set forth in paragraphs 6.2 and 7.1. The notification of Net
Energy Amount monthly adjustments described in paragraph 6.2.3 must be provided no
later than 5 p.m. Mountain Standard Time on the 25th day of the month that is prior to the
month to be revised. If the 25th day of the month falls on a weekend or holiday, then
written notice must be received on the last business day prior to the 25th.
27. The Commission has previously approved the same five-day advanced
notice revisions to monthly generation estimates in numerous instances, recognizing that
Estimated Net Energy Amounts that are closer to the time of delivery can improve the
accuracy of input used by the Company for short-term operational planning. See, e.g.,
Case Nos. IPC-E-19-01, lPC-E-19-03, IPC-E-19-04, IPC-E-19-07, IPC-E-19-12, lPC-E-
APPLICATION - 11
21-05, IPC-E-21-23, IPC-E-21-27, IPC-E-21-28, IPC-E-21-29, IPC-E-21-31, IPC-E-22-
03, and IPC-E-22-04. Moreover, the Facility has a long generation history under the 1987
Agreement, which further reduces the need for a revision to delivery estimates beyond a
five-day advanced notice.
Article XXIII (Modifications)
28. In reviewing other PURPA energy sales agreements recently, the
Commission has identified a heretofore standard ESA provision, Article XXIII
Modification, that it determined required 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. See, e.g., Order Nos. 35705 and 35767.
29. The proposed Replacement ESA between Idaho Power and Seller
incorporates the provisions and language recently approved by the Commission and in
conformity with Order No. 35705.
Other Pertinent Provisions
30. The Facility is already interconnected and selling energy to Idaho Power
and the Replacement ESA specifies a Scheduled First Energy Date and Scheduled
Operation Date for this Facility of April 11, 2024. See Appendix B. Articles IV and V of
this ESA recognize that information provided under the previous agreement may still be
applicable to this Replacement ESA. As specified in the ESA, Idaho Power shall review
the previously provided information and will accept the information as previously
APPLICATION - 12
submitted, request updates to that information, and/or require new information to satisfy
compliance with the various requirements for the Seller to be granted a First Energy Date
and Operation Date for this Replacement ESA. In addition, Idaho Power will monitor the
ongoing requirements through the full term of this ESA.
31. The ESA provides that all applicable interconnection charges and monthly
operational or maintenance charges under Schedule 72 will be assessed to Seller. Idaho
Power and Seller entered into 72 Generator Interconnection Agreement, or “GIA,” on or
about December 14, 2023. PURPA QF generation must be a designated network
resource (“DNR”) to serve Idaho Power’s retail load on its system. In order for the Facility
to maintain its DNR status, there must be a power purchase agreement associated with
its transmission service request in order to maintain compliance with Idaho Power’s non-
discriminatory administration of its Open Access Transmission Tariff (“OATT”) and
maintain compliance with FERC requirements.
32. Article XXI of the ESA provides that it will only become finally effective upon
the Commission’s approval of all of the Replacement ESA’s terms and conditions and
declared that all payments Idaho Power makes to the Seller for purchases of energy will
be allowed as prudently incurred expenses for ratemaking purposes.
V. MODIFIED PROCEDURE
33. 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.
34. Because the existing contract will run its full term and expire on April 10,
APPLICATION - 13
2024, the Parties request that the Commission set a procedural schedule that would result
in a final Commission determination prior to the expiration of the existing contract.
VI. COMMUNICATIONS AND SERVICE OF PLEADINGS
35. 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]

VII. REQUEST FOR RELIEF
36. Idaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) approving the
Third Amendment to the 1987 Agreement; (3) accepting or rejecting the Replacement
ESA between Idaho Power and the Seller submitted herewith without change or condition;
and, if accepted, (3) declaring that all payments for purchases of energy under the ESA
between Idaho Power and the Seller be allowed as prudently incurred expenses for
ratemaking purposes.
Respectfully submitted this 26th day of January, 2024.

MEGAN GOICOECHEA ALLEN
Attorney for Idaho Power Company

APPLICATION - 14
CERTIFICATE OF SERVICE

I HEREBY CERTIFY that on this 26th day of January, 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
Barber Pool Hydro LLC
711 E Turtle Point Drive
Ivins, UT 84738
[e-mail]
[e-mail]

___________________________
Christy Davenport
Legal Administrative Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-24-06

IDAHO POWER COMPANY

ATTACHMENT 1

Page 1 of 2
CONSENT, ASSIGNMENT, AND ASSUMPTION AGREEMENT
This CONSENT, ASSIGNMENT, AND ASSUMPTION AGREEMENT (the “Agreement”) is entered into to be effective as of the
23 day of December 2023 (“Effective Date”) between and among Idaho Power Company (“IPC”), Fulcrum, LLC
(“Assignor”), and Barber Pool Hydro, 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 July 13,
1987 (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 immediately upon the Execution of a SubLease Agreement between Assignor and Assignee for lease and
operation of the generating property that is the subject of the Assigned Agreement (the “Closing”); provided,
however, that if such Closing shall not have occurred on or prior to January 4, 2024, 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.
DocuSign Envelope ID: DBB54ECD-EFE7-4F4F-BCEE-67A4E9988DAB
Page 2 of 2
AGREED AND ACCEPTED, to be effective as of the Effective Date.
IDAHO POWER COMPANY:
By:
Name: Ryan Adelman
Title: Vice President Power Supply
FULCRUM, LLC:
By:
Name: Craig Herlihy
Title: Chief Financial Officer - Project Number: 21615078
BARBER POOL HYDRO, LLC:
By:
Name: Ted Sorenson
Title: Manager - Project Number: 21615078
DocuSign Envelope ID: DBB54ECD-EFE7-4F4F-BCEE-67A4E9988DAB

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-24-06

IDAHO POWER COMPANY

ATTACHMENT 2

Energy Sales Agreement Project: 21615078 Barber Dam Third Amendment - Page 1 of 3
THIRD AMENDMENT TO THE FIRM ENERGY SALES AGREEMENT FOR THE BARBER DAM HYDRO PROJECT This Third Amendment of the Firm Energy Sales Agreement (“Third Amendment”) is effective as of this __ day of January 2024 (“Effective Date”), and is entered into by and between Idaho Power Company, an Idaho corporation (“Idaho Power”), and Barber Pool Hydro, LLC, a
limited liability company (“Seller”) (individually a “Party” and collectively the “Parties”).
WHEREAS, Idaho Power and Interwest Hydro, Inc. entered into a Firm Energy Sales Agreement dated July 13, 1987 (“Agreement”) for the purchase and sale of energy from the Barber Dam Hydroelectric Project (“Project”) located in Ada County, Idaho (the “Facility”), which is a Qualifying Facility under Public Utility Regulatory Policies Act of 1978 (“PURPA”). The
Agreement was approved by the Idaho Public Utilities Commission’s (“Commission”) in Order No. 21359;
WHEREAS, Interwest Hydro, Inc. assigned its interest in the Agreement to Bonneville Pacific Corporation on May 13, 1988, which in turn assigned its interest to Fulcrum, Inc. on May 13, 1988;
WHEREAS, Idaho Power and Seller entered into a First Amendment to the Agreement on September 20, 1988, to incorporate the security provisions for the Seller’s levelized rate repayment obligation as established by the Commission in Order No 21690, which was approved by the Commission on September 23, 1988, by minute entry in Case No. U-1006-295;
WHEREAS, Idaho Power and Seller entered into a Second Amendment to the Agreement
on November 24, 1999, to modify the requirements for escrow accounts as security provisions for overpayment liability, which was approved by the Commission in Order No. 28272 issued on January 27, 2000, in Case No. IPC-E-99-12;
WHEREAS, Fulcrum, Inc., was converted to Fulcrum, LLC, as of April 2, 2015, which
now desires to transfer its interest in the Project to Barber Pool Hydro, LLC;
WHEREAS, as a result of this transfer, Idaho Power, Fulcrum, LLC, and Barber Pool Hydro, LLC have entered a Consent, Assignment, and Assumption Agreement, effective as of December 23, 2023, pursuant to which Fulcrum, LLC has assigned and Barber Pool Hydro, LLC has assumed the Agreement, as amended, and the rights and obligations of the Seller thereunder,
with Idaho Power’s consent; and
WHEREAS, as a result of this assignment and assumption, the Parties desire to amend the Agreement to ensure it correctly identifies the new Seller;
WHEREAS, the Facility will continue to deliver energy to Idaho Power in accordance with the 1987 Agreement until it expires on April 10, 2024, after which the Idaho Power and Barber
Pool Hydro, LLC intend to proceed under a new energy sales agreement (“ESA”) for the same
Facility (“Replacement ESA”) with updated terms and conditions in conformance with the Commission’s orders directing the implementation of PURPA for the State of Idaho;
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Energy Sales Agreement Project: 21615078 Barber Dam Third Amendment - Page 2 of 3
WHEREAS, in the process of preparing the Replacement ESA, it has come to the Parties’ attention that Paragraph B-1 of Appendix B of the 1987 Agreement, as amended, contains an error insofar as it describes the Facility as consisting of two 2,100 kilowatts (“kW”) generating units,
though the actual nameplate rating of each of the two generators is 1,850 kW as reflected in the manufacturer’s “nameplate” attached to the units;
WHEREAS, in anticipation of the Replacement ESA and consistent with the Generator Interconnection Agreement (“GIA”) for the Project executed on December 14, 2023, which will both list 1,850 kW as the nameplate rating for each of the Facility’s two generators, the Parties
desire to enter into this Third Amendment to the 1987 Agreement to correct the description contained in Paragraph B-1 of Appendix B to reflect the actual nameplate ratings of each of the Facility’s two generating units; and
WHEREAS, these changes do not impact the Project’s eligibility for published rates and the modified combined nameplate capacity is within the amount contemplated in the original
Agreement, and therefore, these changes do not otherwise impact the conditions, rates, or other terms of the Agreement, as amended.
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, as amended, by this reference to the same extent as if these recitals were set forth in full at this point.
2. Amendments.
A. In the entirety of the Agreement, any reference to Fulcrum, LLC or its predecessors
in interest under the Agreement or its amendments shall be replaced with “Barber Pool Hydro, LLC” from and after the date of assignment and assumption described in the recitals above (i.e., December 23, 2023); provided, however, that any (i) action or obligation performed by Fulcrum, LLC or its predecessors in interest; (ii) notice sent or received by Fulcrum, LLC or its predecessors
in interest; (iii) consent given or not given by Fulcrum, LLC or its predecessors in interest; (iv)
representation or warranty made by Fulcrum, LLC or its predecessors in interest; or (v) sums paid or incurred by Fulcrum, LLC or its predecessors in interest under the Agreement, as amended, prior to the consummation of the assumption by Barber Pool Hydro, LLC of Seller’s obligations under the Agreement, as amended, shall not fail, be deemed untrue, or be deemed ineffective, as
applicable, because the reference to Fulcrum, LLC or its predecessors in interest has been replaced
with Barber Pool Hydro, LLC pursuant to this Section.
B. Paragraph B-1 “DESCRIPTION OF FACILITY” of Appendix B is hereby amended as follows (new language is underlined, and deleted language uses strikethrough):
The Seller's Facility is described as two Ideal Electrical Company Voith 1850 2100 kW
synchronous generators with nameplate ratings at 3 phase, 4160 volts, 60 hertz, 720 RPM
driven by Kaplan S type Kaplan Hydro Turbines manufactured by Voith Hydro.
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3. Commission Approval. The obligations of the Parties under this Third Amendment are subject to the Commission’s approval of this Third 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 Third Amendment, the Agreement, as amended, shall remain in full force and effect.
5. Capitalized Terms. All capitalized terms used in this Third Amendment and not defined herein shall have the same meaning as used in the Agreement, as amended.
6. Scope of Amendments. This Third 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 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 Third Amendment.
8. Counterparts. This Third 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 Third Amendment to be
duly executed as of the date above written.
BARBER POOL HYDRO, LLC
By: _________________________________ Name: Ted Sorenson

Title: Manager Date: ________________________________
IDAHO POWER COMPANY
By: _________________________________ Name: Ryan Adelman

Title: Vice President, Power Supply Date: ________________________________

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1/4/2024 1/4/2024

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-24-06

IDAHO POWER COMPANY

ATTACHMENT 3

ENERGY SALES AGREEMENT
BETWEEN
IDAHO POWER COMPANY
AND
BARBER POOL HYDRO LLC
TABLE OF CONTENTS

ARTICLE TITLE
1 Definitions
2 No Reliance on Idaho Power
3 Warranties
4 Conditions to Acceptance of Energy
5 Term and Operation Date
6 Purchase and Sale of Net Energy
7 Purchase Price and Method of Payment
8 Environmental Attributes
9 Facility and Interconnection
10 Metering, Metering Communications and SCADA Telemetry
11 Records
12 Operations
13 Indemnification and Insurance
14 Force Majeure
15 Liability; Dedication
16 Several Obligations
17 Waiver
18 Choice of Laws and Venue
19 Disputes and Default
20 Governmental Authorization
21 Commission Order
22 Successors and Assigns
23 Modification
24 Taxes
25 Notices and Authorized Agents
26 Additional Terms and Conditions
27 Severability
28 Counterparts
29 Entire Agreement Signatures
Appendix A – Generation Scheduling and Reporting Appendix B – Facility and Point of Delivery Appendix C – Engineer’s Certifications
Appendix D – Forms of Liquid Security Appendix E – Non-Seasonal Hydro Facility Energy Prices Appendix F – Insurance Requirements

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ENERGY SALES AGREEMENT (Non-Levelized) (Non-Seasonal Hydro Facility 10 average Monthly MW or Less)
Project Name: Barber Dam Hydro
Project Number: 20240411
THIS ENERGY SALES AGREEMENT (“AGREEMENT”), entered into on as of the Effective
Date defined in Paragraph 1.11, between BARBER POOL HYDRO LLC, (Seller), and IDAHO POWER
COMPANY, an Idaho corporation (Idaho Power), hereinafter sometimes referred to collectively as
“Parties” or individually as “Party.”
WITNESSETH:
WHEREAS, Seller owns, maintains and operates a PURPA Qualifying Facility; and
WHEREAS, Seller wishes to sell, and Idaho Power is required to purchase, electric generation
produced by a PURPA Qualifying Facility.
THEREFORE, In consideration of the mutual covenants and agreements hereinafter set forth, the
Parties agree as follows:
ARTICLE I: DEFINITIONS
As used in this Agreement and the appendices attached hereto, the following terms
shall have the following meanings:
1.1 “Adjusted Estimated Net Energy Amount” – The Estimated Net Energy Amount specified in
paragraph 6.2 including any adjustments that have been made in accordance with paragraphs
6.2.2, 6.2.3 or 6.2.4.
1.2 “Authorized Agent” – A person or persons specified within paragraph 25.2 of this Agreement as
being authorized and empowered, for and on behalf of the Seller, to execute instruments,
agreements, certificates, and other documents (collectively “Documents”) and to take actions on
behalf of the Seller, and that Idaho Power Company and its directors, officers, employees, and
agents are entitled to consider and deal with such persons as agents of the Seller for all purposes,
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until such time as an authorized officer of the Seller shall have delivered to Idaho Power
Company a notice in writing stating that such person is and shall no longer be an agent on behalf
of the Seller. Any Documents executed by such persons shall be deemed duly authorized by the
Seller for all purposes.
1.3 “Commission” – The Idaho Public Utilities Commission.
1.4 “Contract Year” – The period commencing each calendar year on the same calendar date as the
Operation Date and ending three hundred sixty-four (364) days thereafter.
1.5 “Delay Cure Period” – One hundred twenty (120) days immediately following the Scheduled
Operation Date.
1.6 “Delay Damages” – Current month’s Initial Year Monthly Estimated Net Energy Amount as
specified in paragraph 6.2.1 as of the Effective Date divided by the number of days in the current
month multiplied by the number of days in the Delay Period in the current month multiplied by
the current month’s Delay Price.
1.7 “Delay Period” – All days past the Scheduled Operation Date until the Seller’s Facility achieves
the Operation Date or the Agreement is terminated by Idaho Power.
1.8 “Delay Price” – The current month’s Mid-Columbia Market Energy Cost minus the current
month’s All Hours Energy Price as specified in Section 7.6 and Appendix E-3 of this Agreement.
If this calculation results in a value less than zero (0), the result of this calculation will be zero
(0).
1.9 “Designated Network Resource (DNR)” – A resource that is designated for Idaho Power network
load and does not include any resource, or any portion thereof, that is committed for sale to third
parties or otherwise cannot be called upon to meet Idaho Power’s network load.
1.10 “Designated Dispatch Facility” – Idaho Power’s Load Serving Operations, or any subsequent
group designated by Idaho Power.
1.11 “Effective Date” – The date upon which this Energy Sales Agreement was fully executed by both
Parties.
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1.12 “Environmental Attributes” – Any and all credits, benefits, emissions reductions, offsets, and
allowances, howsoever entitled, attributable to the generation from the Facility, and its avoided
emission of pollutants. Environmental Attributes include but are not limited to: (1) any avoided
emission of pollutants to the air, soil or water such as sulfur oxides (SOx), nitrogen oxides (NOx),
carbon monoxide (CO) and other pollutants; (2) any avoided emissions of carbon dioxide (CO2),
methane (CH4), nitrous oxide, hydrofluorocarbons, perfluorocarbons, sulfur hexafluoride and
other greenhouse gases (GHGs) that have been determined by the United Nations
Intergovernmental Panel on Climate Change, or otherwise by law, to contribute to the actual or
potential threat of altering the Earth’s climate by trapping heat in the atmosphere;1 (3) the
reporting rights to these avoided emissions, such as REC Reporting Rights. REC Reporting
Rights are the right of a REC purchaser to report the ownership of accumulated RECs in
compliance with federal or state law, if applicable, and to a federal or state agency or any other
party at the REC purchaser’s discretion, and include without limitation those REC Reporting
Rights accruing under Section 1605(b) of The Energy Policy Act of 1992 and any present or
future federal, state, or local law, regulation or bill, and international or foreign emissions trading
program. RECs are accumulated on a MWh basis and one REC represents the Environmental
Attributes associated with one (1) MWh of energy. Environmental Attributes do not include (i)
any energy, capacity, reliability or other power attributes from the Facility, (ii) production tax
credits or investment tax credits associated with the construction or operation of the Facility and
other financial incentives in the form of credits, reductions, or allowances associated with the
Facility that are applicable to a state or federal income taxation obligation, (iii) the cash grant in
lieu of the investment tax credit pursuant to Section 1603 of the American Recovery and
Reinvestment Act of 2009, or (iv) emission reduction credits encumbered or used by the Facility
for compliance with local, state, or federal operating and/or air quality permits.
1 Avoided emissions may or may not have any value for GHG compliance purposes. Although avoided
emissions are included in the list of Environmental Attributes, this inclusion does not create any right to use those avoided emissions to comply with any GHG regulatory program.
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1.13 “Estimated Net Energy Amount” – The monthly Estimated Net Energy Amount (kWh) provided
by the Seller in accordance with paragraph 6.2 and which may be adjusted periodically
throughout the Term of this Agreement in accordance with paragraph 6.2.
1.14 “Facility” – That electric generation facility described in Appendix B of this Agreement.
1.15 “Facility Nameplate Capacity” – The sum of the individual Generation Unit Nameplate
Capacities that are installed at this Facility.
1.16 "First Energy Date" – The day commencing at 00:01 hours, Mountain Time, following the day
that Seller has satisfied the requirements of Article IV and after the Seller requested First Energy
Date.
1.17 “Forced Outage” – A partial or total reduction of a) the Facility’s capacity to produce and/or
deliver Net Energy to the Point of Delivery, or b) Idaho Power's ability to accept Net Energy at
the Point of Delivery for non-economic reasons, as a result of Idaho Power or Facility: 1)
equipment failure which was not the result of negligence or lack of preventative maintenance, or
2) responding to a transmission provider curtailment order, or 3) unplanned preventative
maintenance to repair equipment that left unrepaired, would result in failure of equipment prior
to the planned maintenance period, or 4) planned maintenance or construction of the Facility or
electrical lines required to serve this Facility, or 5) icing events within the immediate water
source used as the Facility’s primary motive force that causes the Facility to reduce energy
production.
1.18 “Fueled Rates” – Fueled Rates shall apply to Qualifying Facility projects fueled with fossil fuels
as described in Schedule 73, Rate Options.
1.19 “Generator Interconnection Agreement (GIA)” – The interconnection agreement that specifies
terms, conditions and requirements of interconnecting to the Idaho Power electrical system,
which will include but not be limited to all requirements as specified by Schedule 72.
1.20 “Generation Unit” – A complete electrical generation system within the Facility that is able to
generate and deliver electricity to the Point of Delivery independent of other Generation Units
within the same Facility.
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1.21 “Heavy Load Hours (HL)” – The daily hours, applicable to energy deliveries, from hour ending
0700 - 2200 Mountain Time, (16 hours) excluding all hours on all Sundays, New Year’s Day,
Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.
1.22 “Inadvertent Energy” – Electric energy Seller did not intend to generate. Inadvertent energy is
described in paragraph 7.7 of this Agreement.
1.23 "Interconnection Facilities" – All equipment specified in the GIA.
1.24 “Initial Capacity Determination” – The process by which Idaho Power confirms that under
normal or average design conditions the Facility will generate at no more than ten (10) average
megawatts (MW) per month.
1.25 “Light Load Hours (LL)” – The daily hours from hour ending 2300 – 0600 Mountain Time (8
hours), plus all other hours on all Sundays, New Year’s Day, Memorial Day, Independence Day,
Labor Day, Thanksgiving and Christmas.
1.26 “Losses” – The loss of electrical energy expressed in kilowatt hours (kWh) occurring as a result
of the transformation and transmission of energy between the point where the Facility’s energy is
metered and the Facility’s Point of Delivery. The loss calculation formula will be as specified in
Appendix B of this Agreement.
1.27 “Market Energy Reference Price” – Eighty-five percent (85%) of the Mid-Columbia Market
Energy Cost.
1.28 “Material Breach” – A Default (paragraph 19.2.1) subject to paragraph 19.2.2.
1.29 “Maximum Capacity Amount” – The maximum capacity (MW) of the Facility will be as
specified in Appendix B of this Agreement.
1.30 “Mid-Columbia Market Energy Cost” – Eighty-two and four tenths percent (82.4%) of the
monthly arithmetic average of each day’s Intercontinental Exchange (“ICE”) daily firm
Mid-C Peak Avg and Mid-C Off-Peak Avg index prices. Each day’s index prices will
reflect the relative proportions of peak hours and off peak hours in the month as follows:
The Mid-Columbia Market Energy Cost actual calculation being:

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n .824 * ( ∑ {(ICE Mid-C Peak Avgx * HL hours for day) + X=1
(ICE Mid-C Off-Peak Avgx * LL hours for day)} / (n*24))
where n = number of days in the month
If the ICE Mid-C Index prices are not reported for a particular day or days, prices derived from the
respective averages of HL and LL prices for the immediately preceding and following reporting
periods or days shall be substituted into the formula stated in this definition and shall therefore be
multiplied by the appropriate respective numbers of HL and LL Hours for such particular day or
days with the result that each hour in such month shall have a related price in such formula. If the
day for which prices are not reported has in it only LL Hours (for example a Sunday), the respective
averages shall use only prices reported for LL hours in the immediately preceding and following
reporting periods or days. If the day for which prices are not reported is a Saturday or Monday or is
adjacent on the calendar to a holiday, the prices used for HL Hours shall be those for HL hours in
the nearest (forward or backward) reporting periods or days for which HL prices are reported.
If the ICE Mid-C Index reporting is discontinued by the reporting agency, both Parties will
mutually agree upon a replacement index, which is similar to the ICE Mid-C Index. The selected
replacement index will be consistent with other similar agreements and a commonly used index
by the electrical industry.
1.31 “Monthly Nameplate Energy” – Facility Nameplate Capacity (kW) multiplied by the hours in the
applicable month.
1.32 “Nameplate Capacity” – The full-load electrical quantities assigned by the designer to a
Generation Unit and its prime mover or other piece of electrical equipment, expressed in kilovolt-
amperes, kilowatts, horsepower or other appropriate units. The nameplate is usually attached to
the individual machine or device. This value is established for the term of this Agreement in
Appendix B, item B-1 of this Agreement and validated in paragraph 4.1.4 of this Agreement.
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1.33 “Net Energy” – All of the electric energy produced by the Facility, less Station Use and Losses,
expressed in kilowatt hours (kWh) delivered by the Facility to Idaho Power at the Point of
Delivery. Subject to the terms of this Agreement, Seller commits to deliver all Net Energy to
Idaho Power at the Point of Delivery for the full term of the Agreement. Net Energy does not
include Inadvertent Energy.
1.34 “Non-Fueled Rates” – Non-Fueled Rates shall apply to Qualifying Facility Projects that do not
use fossil fuels as their primary fuel as described in Schedule 73, Rate Options.
1.35 “Non-seasonal Hydro Facility” – As described in Commission Order 32802, a hydro generating
Facility that does not qualify as a Seasonal Hydro Facility.
1.36 “Operation Date” – For new projects, the day commencing at 00:01 hours, Mountain Time,
following the day that all requirements of paragraph 5.2 have been completed and after the Seller
requested Operation Date. For existing projects already delivering energy to Idaho Power under
an existing energy sales agreement, the Operation Date will be at hour beginning 00:01 on the
Scheduled Operation Date selected in Appendix B-3, provided the Commission approves the
replacement Agreement and the Seller completes all of the Article IV and Article V requirements
prior to the Scheduled Operation Date specified in Appendix B-3.
1.37 “Point of Delivery” – The location specified in the GIA and referenced in Appendix B, where
Idaho Power’s and the Seller’s electrical facilities are interconnected and the energy from this
Facility is delivered to the Idaho Power electrical system.
1.38 “Prudent Electrical Practices” – Those practices, methods and equipment that are commonly and
ordinarily used in electrical engineering and operations to operate electric equipment lawfully,
safely, dependably, efficiently and economically.
1.39 “Renewable Energy Certificate” or “REC” - A certificate, credit, allowance, green tag, or other
transferable indicia, howsoever entitled, indicating generation of renewable energy by the
Facility, and includes all Environmental Attributes arising as a result of the generation of
electricity associated with the REC. One REC represents the Environmental Attributes associated
with the generation of one thousand (1,000) kWh of Net Energy.
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1.40 “Scheduled Operation Date” – The date specified in Appendix B-3 when Seller anticipates
achieving the Operation Date. The Scheduled Operation Date provided by the Seller shall be a
reasonable estimate of the date that the Seller anticipates that the Seller’s Facility shall achieve
the Operation Date and complete Article V compliance items.
1.41 “Schedule 72” – Idaho Power’s Tariff No. 101, Schedule 72 or its successor schedules as
approved by the Commission.
1.42 “Schedule 73” – Idaho Power’s Tariff No. 101, Schedule 73 or its successor schedules as
approved by the Commission.
1.43 “Security Deposit” – $45 per kW Nameplate Capacity of the entire Facility.
1.44 “Season” – The three periods identified in paragraph 6.2.1 of this Agreement.
1.45 “Station Use” – Electric energy that is used to operate equipment that is auxiliary or otherwise
related to the production of electricity by the Facility.
1.46 “Termination Damages” – Financial damages the non-defaulting party has incurred as a result of
termination of this Agreement.
ARTICLE II: NO RELIANCE ON IDAHO POWER
2.1 Seller Independent Investigation – Seller warrants and represents to Idaho Power that in entering
into this Agreement and the undertaking by Seller of the obligations set forth herein, Seller has
investigated and determined that it is capable of performing hereunder and has not relied upon
the advice, experience or expertise of Idaho Power in connection with the transactions
contemplated by this Agreement.
2.2 Seller Independent Experts – All professionals or experts including, but not limited to, engineers,
attorneys or accountants, that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller.
ARTICLE III: WARRANTIES
3.1 No Warranty by Idaho Power – Any review or acceptance Seller’s design, specifications,
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equipment or facilities shall not be an endorsement or a confirmation by Idaho Power and Idaho
Power makes no warranties, expressed or implied, regarding any aspect of Seller’s design,
specifications, equipment or facilities, including, but not limited to, safety, durability, reliability,
strength, capacity, adequacy or economic feasibility.
3.2 Qualifying Facility Status – Seller warrants that the Facility is a “Qualifying Facility,” as that
term is used and defined in 18 C.F.R. §292.201 et seq. and Seller will take such steps as may be
required to maintain the Facility’s Qualifying Facility status during the term of this Agreement
and Seller’s failure to maintain Qualifying Facility status will be a Material Breach of this
Agreement. Idaho Power reserves the right to review the Facility’s Qualifying Facility status and
associated support and compliance documents at any time during the term of this Agreement.
3.3 FERC License / Exemption / Determination – Seller warrants that Seller possesses a valid license,
exemption from licensing, or a determination of a qualifying conduit hydropower facility
(pursuant to section 30 of the Federal Power Act) from the Federal Energy Regulatory
Commission ("FERC") for the Facility. Seller recognizes that Seller's possession and retention of
a valid FERC license, exemption, or a determination of a qualifying conduit hydropower facility
is a material part of the consideration for Idaho Power's execution of this Agreement. If
applicable, Seller will take such steps as may be required to maintain a valid FERC license,
exemption, or a determination of a qualifying conduit hydropower facility for the Facility during
the term of this Agreement, and Seller's failure to maintain a valid FERC license or exemption
will be a material breach of this Agreement.
ARTICLE IV: CONDITIONS TO ACCEPTANCE OF ENERGY
4.1 First Energy Date – Prior to the Effective Date of this Agreement, this Facility has been
delivering energy to Idaho Power in accordance with a Firm Energy Sales Agreement dated July
13, 1987, and some of the requirements of this Article are similar to the requirements of the 1987
agreement. Prior to the First Energy Date and as a condition of Idaho Power’s acceptance of
deliveries of energy from the Seller under this Agreement, Idaho Power shall review the
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previously provided information and at Idaho Power’s sole discretion may 1) accept the
previously provided information as meeting the requirements of this Article or, 2) require updates
to the previously provided information or 3) require the Seller to provide new information to
complete the following requirements.
4.1.1 Licenses, Leases, Permits, Determinations, Approvals – Submit proof to Idaho Power
that all licenses, leases, permits, determinations and approvals necessary for Seller’s
operations have been obtained from applicable federal, state or local authorities,
including, but not limited to, evidence of compliance with Subpart B, 18 C.F.R. §292.201
et seq. as a certified Qualifying Facility.
4.1.2 Opinion of Counsel – Submit to Idaho Power an opinion letter signed by an attorney
admitted to practice and in good standing in the State of Idaho providing an opinion that
Seller’s licenses, permits, determinations and approvals as set forth in paragraph 4.1.1
above are legally and validly issued, are held in the name of the Seller and, based on a
reasonable independent review, counsel is of the opinion that Seller is in substantial
compliance with said permits as of the date of the opinion letter. The opinion letter will
be in a form acceptable to Idaho Power and will acknowledge that the attorney rendering
the opinion understands that Idaho Power is relying on said opinion. Idaho Power’s
acceptance of the form will not be unreasonably withheld. The opinion letter will be
governed by and shall be interpreted in accordance with the legal opinion accord of the
American Bar Association Section of Business Law (1991).
4.1.3 Commission Approval – Confirm with Idaho Power that Commission approval of this
Agreement in a form acceptable to Idaho Power has been received.
4.1.4 Initial Capacity Determination – Submit to Idaho Power such data as Idaho Power may
reasonably require to perform the Initial Capacity Determination. Such data will include
but not be limited to, Generation Unit Nameplate Capacity, equipment specifications,
prime mover data, resource characteristics, normal and/or average operating design
conditions and Station Use data. Upon receipt of this information, Idaho Power will
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review the provided data and if necessary, request additional data to complete the Initial
Capacity Determination within a reasonable time.
4.1.4.1 If the Maximum Capacity Amount specified in Appendix B of this Agreement
and the cumulative manufacturer’s Nameplate Capacity rating of the individual
Generation Units at this Facility does not exceed ten (10) MW, the Seller shall
submit detailed, manufacturer, verifiable data of the Nameplate Capacity ratings
of the individual Generation Units to be installed at this Facility. Idaho Power
will verify that the data provided establishes the combined Nameplate Capacity
rating of the Generation Units to be installed at this Facility does not exceed ten
(10) MW and will determine if the Seller has satisfied the Initial Capacity
Determination.
4.1.4.2 If the Maximum Capacity or the cumulative manufacture’s Nameplate Capacity
Rating of the individual Generation Units at this Facility exceeds ten (10) MW,
Idaho Power will review all data submitted by Seller to determine if it is a
reasonable estimate that the Facility will not exceed ten (10) average MW in any
month.
4.1.5 Nameplate Capacity – Submit to Idaho Power manufacturer’s and engineering
documentation that establishes the Nameplate Capacity of each individual Generation Unit
that is included within this entire Facility. The sum of the individual Generation Unit
capacity ratings shall be equal to Facility Nameplate Capacity. Upon receipt of this data,
Idaho Power shall review the provided data and determine if the Nameplate Capacity
specified is reasonable based upon the manufacturer’s specified generation ratings for the
specific Generation Units.
4.1.6 Completion Certificate – Submit a certificate executed by an authorized agent of the Seller
attesting that all mechanical and electrical equipment of the designated Generation Unit
has been completed to enable the Generation Unit to begin testing and deliver Test Energy
in a safe manner.
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4.1.7 Insurance – Submit written proof to Idaho Power of all insurance required in Article XIII.
4.1.8 Interconnection – Provide written confirmation from Idaho Power’s business unit that
administers the GIA that Seller has satisfied all interconnection, hourly metering and
testing requirements that will enable the Facility to be safely connected to the Idaho
Power electrical system.
4.1.9 Designated Network Resource (DNR) – Confirm that the Seller’s Facility has completed
all of the requirements to be an Idaho Power DNR capable of delivering energy up to the
amount of the Maximum Capacity at the Point of Delivery.
4.1.9.1 As specified in Appendix B item 7 of this Agreement, the Seller’s Facility must
achieve DNR status prior to Idaho Power accepting any energy from this Facility.
Appendix B item 7 provides information on the initial application process
required to enable Idaho Power to determine if network transmission capacity is
available for this Facility’s Maximum Capacity Amount and/or if Idaho Power
transmission network upgrades will be required. The results of this study process
and any associated costs will be included in the GIA for this Facility.
4.1.9.2 At least thirty (30) days prior to the Scheduled First Energy Date and after the
Facility has completed all requirements of the GIA that enable the Facility to
come online, Idaho Power will complete the process for getting the Seller’s
Facility approved as an Idaho Power DNR. If the Seller estimates that the actual
First Energy is expected to be different then the Scheduled First Energy Date
specified in Appendix B of this Agreement, the Seller must notify Idaho Power
of this revised date no later than 30 days prior to Scheduled First Energy Date.
The Facility cannot deliver any energy to Idaho Power until it is approved as a
DNR and after completing all the requirements of the GIA and complying with
the requirements of this Agreement.
4.1.10 Written Acceptance – Request and obtain written confirmation from Idaho Power that all
conditions to acceptance of energy have been fulfilled. Such written confirmation shall be
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provided within a commercially reasonable time following the Seller’s request and will
not be unreasonably withheld by Idaho Power.
ARTICLE V: TERM AND OPERATION DATE
5.1 Term – Subject to the provisions of paragraph 5.2 below, this Agreement shall become effective
on the Effective Date and shall continue in full force and effect for a period of twenty (20) Contract
Years from the Operation Date, except that if the Operation Date is granted for a date that is after
the Scheduled Operation Date identified in Appendix B, in which case the Term shall start on the
Scheduled Operation Date.
5.2 Operation Date – Prior to the Effective Date of this Agreement, this Facility has been delivering
energy to Idaho Power in accordance with a Firm Energy Sales Agreement dated July 13, 1987,
and some of the requirements of this Article are similar to the requirements of the 1987 agreement.
Prior to the Operation Date and as a condition of Idaho Power’s acceptance of deliveries of energy
from the Seller under this Agreement, Idaho Power shall review the previously provided
information and at Idaho Power’s sole discretion may 1) accept the previously provided information
as meeting the requirements of this Article or, 2) require updates to the previously provided
information or 3) require the Seller to provide new information to complete the following
requirements. A single Operation Date will be granted for the entire Facility and may occur only
after the Facility has achieved all of the following:
a) The Facility is online and delivering electricity to Idaho Power at the Point of Delivery.
b) Seller has demonstrated to Idaho Power's satisfaction that all mechanical and electrical
testing has been completed satisfactorily and the Facility is able to provide energy in a
consistent, reliable and safe manner.
c) Engineer’s Certifications – Submit an executed Engineer's Certification of Design &
Construction Adequacy and an Engineer's Certification of Operations and Maintenance
(O&M) Policy as described in Commission Order No. 21690. These certificates will
be in the form specified in Appendix C but may be modified to the extent necessary to
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recognize the different engineering disciplines providing the certificates.
d) Seller has requested an Operation Date from Idaho Power in a written format.
e) Seller has received written confirmation from Idaho Power of the Operation Date.
5.3 Operation Date Delay – Seller shall cause the Facility to achieve the Operation Date on or before
the Scheduled Operation Date. Delays in the interconnection and transmission network upgrade
study, design and construction process (This includes any delay in making the required deposit
payments set forth in the Facility’s GIA) that are not caused by Idaho Power or Force Majeure
events accepted by both Parties, shall not prevent Delay Damages or Termination Damages from
being due and owing as calculated in accordance with this Agreement.
5.4 Termination – If Seller fails to achieve the Operation Date prior to the Scheduled Operation Date,
such failure will be a Material Breach and shall subject the Seller to Delay Damages during the
Delay Cure Period. If Seller fails to achieve an Operation Date during the Delay Cure Period, Idaho
Power may immediately terminate this Agreement with no further notice required.
5.5 Delay Damages Billing and Payment – Idaho Power shall calculate and submit to the Seller any
Delay Damages due Idaho Power within fifteen (15) days after the end of each month or within 30
days of the date this Agreement is terminated by Idaho Power.
5.6 Termination Damages Billing and Payment – Idaho Power shall calculate and submit to the Seller
any Termination Damages due Idaho Power within thirty (30) days after this Agreement has been
terminated. Seller shall respond within 15 days. In the event of a dispute regarding the calculation
of Termination Damages, either party may resort to a court of competent jurisdiction.
5.7 Seller Payment – Seller shall pay Idaho Power any calculated Delay or Termination Damages
within 15 days from when Idaho Power presents these final adjusted billings to the Seller. Final
adjusted billing being the original billing adjusted to reflect any mutually agreed to changes from
the original billing. Seller’s failure to pay these damages within the specified time will be a Material
Breach of this Agreement and Idaho Power shall draw funds from the Security Deposit provided
by the Seller in an amount equal to the calculated damages.
5.8 Security Deposit – Within thirty (30) days of the date of a final non-appealable Commission Order
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approving this Agreement as specified in Article XXI, the Seller shall post and maintain liquid
security in a form as described in Appendix D equal to or exceeding the amount specified within
this Agreement as the Security Deposit until such time as the Security Deposit is released by Idaho
Power as specified in paragraph 5.8.1. Failure to post this Security Deposit in the time specified
above will be a Material Breach of this Agreement and Idaho Power may terminate this Agreement.
In accordance with Commission Order No. 32697 E(1)(8), this Article 5.8 shall not be required in
situations where the parties are entering into a new Energy Sales Agreement (“ESA”) for an
existing Qualifying Facility (“QF”) project already in commercial operation so long as the new
ESA is between the same parties and there are no material modifications to the existing QF project.
5.8.1 Security Deposit Release – Idaho Power shall release any remaining Security Deposit
provided by Seller promptly after either the Facility has achieved its Operation Date or this
Agreement has been terminated and only after all final adjusted Delay and Termination
Damages have been paid in full to Idaho Power.
ARTICLE VI: PURCHASE AND SALE OF NET ENERGY
6.1 Net Energy Purchase and Delivery – Except when either Party's performance is excused as
provided herein, Idaho Power will purchase and Seller will sell all of the Net Energy to Idaho Power
at the Point of Delivery. All Inadvertent Energy produced by the Facility will also be delivered by
the Seller to Idaho Power at the Point of Delivery. At no time within any hour will the Seller’s
Facility generation deliveries to Idaho Power exceed the Maximum Capacity Amount specified in
Appendix B.
6.2 Estimated Net Energy Amounts – Neither the monthly Estimated Net Energy Amounts provided
as of the Effective Date of this Agreement nor monthly Adjusted Estimated Net Energy Amounts
provided during the term of this Agreement shall exceed ten (10) average monthly MW nor be
greater than the Maximum Capacity Amount (measured in kW) multiplied by the hours in the
applicable month. Seller agrees to provide initial and revised Estimated Net Energy Amounts using
an automated electronic input portal provided by Idaho Power. If the electronic portal is not
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available, Seller will provide Estimated Net Energy Amounts to Idaho Power via email or alternate
methods as specified by Idaho Power.

6.2.1 Monthly Estimated Net Energy Amounts provided as of the Effective Date of this Agreement:

Month kWh
6.2.2 Seller’s Adjustment of Estimated Net Energy Amounts – Prior to the Operation Date, the Seller
may revise all of the previously provided monthly Estimated Net Energy Amounts. This revision
must be submitted using the electronic portal provided by Idaho Power if available. If the portal
is not available, then written notice must be provided to Idaho Power by electronic notice
(electronic mail) as agreed to by both parties.
6.2.3 Seller’s Adjustment of Estimated Net Energy Amounts After the Operation Date – After the
Operation Date, the Seller may revise any future monthly Estimated Net Energy Amounts by
providing written notice no later than 5 PM Mountain Standard time on the 25th day of the month
that is prior to the month to be revised. If the 25th day of the month falls on a weekend or holiday,
then Idaho Power must receive the revision no later than the last business day prior to the 25th day
of the month. For example, if the Seller would like to revise the Estimated Net Energy Amount
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for October, they would need to submit a revised schedule no later than September 25th or the last
business day prior to September 25th.
a.) This revision must be submitted using the electronic portal provided by Idaho
Power if available. If portal is not available, then written notice must be provided
to Idaho Power by electronic notice (electronic mail) as agreed to by both parties.
b.) If the Seller does not update the electronic portal or provide written notice of
changes to the Estimated Net Energy Amounts, then it will be deemed to be an
election of no change from the most recently provided monthly Estimated Net
Energy Amounts. Idaho Power is unable to accept any requested changes to the
Estimated Net Energy Amounts if the date and time that Idaho Power receives the
requested change is after the deadline.
6.2.4 Idaho Power Adjustment of Monthly Estimated Net Energy Amounts – If Idaho Power is excused
from accepting the Seller’s Net Energy as specified in paragraph 12.2.1 or if the Seller declares a
Suspension of Energy Deliveries as specified in paragraph 12.3.1 and the Seller’s declared
Suspension of Energy Deliveries is accepted by Idaho Power, the monthly estimated Net Energy
amount as specified in paragraph 6.2 for the specific month in which the reduction or suspension
under paragraph 12.2.1 or 12.3.1 occurs will be temporarily reduced in accordance with the
following and only for the actual month in which the event occurred:

Energy as specified in paragraph 12.2.1 this value will be equal to the percentage of curtailment as specified by
Idaho Power multiplied by the TGU as defined below. b.) If the Seller declares a Suspension of Energy Deliveries as
specified in paragraph 12.3.1 this value will be the sum of the individual Generation Units size ratings as specified in Appendix B that are impacted by the circumstances
causing the Seller to declare a Suspension of Energy
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TGU = Sum of all of the individual generator ratings of the Generation Units at this Facility as specified in Appendix B of this agreement.
RSH = reduced or suspended under paragraph 12.2.1 or 12.3.1

Resulting formula being:
This Adjusted Estimated Net Energy Amount will be used in applicable Surplus Energy
calculations for only the specific month in which Idaho Power was excused from accepting the
Seller’s Net Energy or the Seller declared a Suspension of Energy Deliveries.
6.3 Failure to Deliver Minimum Amounts of Net Energy – Unless excused by an event of Force
Majeure or Idaho Power’s inability to accept Net Energy, Seller’s failure to deliver Net Energy in
any Contract Year in an amount equal to at least ten percent (10%) of the sum of the monthly
estimated Net Energy amounts in effect as of the Operation Date shall constitute an event of
default.
ARTICLE VII: PURCHASE PRICE AND METHOD OF PAYMENT
7.1 Surplus Energy – (1) Net Energy produced by the Seller’s Facility and delivered to the Idaho
Power electrical system during the month which exceeds one hundred ten percent (110%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2, or (2) if the Net Energy produced by the Seller’s Facility and delivered to the
Idaho Power electrical system during the month is less than ninety percent (90%) of the monthly
Adjusted Estimated Net Energy Amount for the corresponding month specified in paragraph 6.2,
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then all Net Energy delivered by the Facility to the Idaho Power electrical system for that given
month, or (3) all Net Energy produced by the Seller’s Facility and delivered by the Facility to the
Idaho Power electrical system prior to the Operation Date, or (4) all monthly Net Energy that
exceeds the Monthly Nameplate Energy.
7.2 Surplus Energy Price – For all Surplus Energy, Idaho Power shall pay to the Seller the current
month’s Market Energy Reference Price or the applicable All Hours Energy Price, whichever is
lower.
7.3 Base Energy – The Net Energy produced by the Seller’s Facility and delivered to the Idaho
Power electrical system after the Facility has achieved an Operation Date which is greater than
or equal to ninety percent (90%) and less than or equal to one hundred ten percent (110%) of the
monthly Adjusted Estimated Net Energy Amount for the corresponding month specified in
paragraph 6.2.
7.4 Base Energy Heavy Load Purchase Price – For all hourly Base Energy received during Heavy Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Heavy Load Purchase Price
as specified in Appendix E.
7.5 Base Energy Light Load Purchase Price – For all hourly Base Energy received during Light Load
Hours, Idaho Power will pay the monthly non-levelized Base Energy Light Load Purchase Price as
specified in Appendix E.
7.6 All Hours Energy Price – The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the monthly non-levelized All Hours Energy in Appendix E.
7.7 Inadvertent Energy –
7.7.1 Inadvertent Energy is electric energy produced by the Facility which the Seller
delivers to Idaho Power at the Point of Delivery that:
a.) exceeds ten thousand (10,000) kW multiplied by the hours in the specific
month in which the energy was delivered. (For example, January contains 744
hours. 744 hours times 10,000 kW = 7,440,000 kWh. Energy delivered in
January in excess of 7,440,000 kWh in this example would be Inadvertent
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Energy.) or
b.) exceeds the Maximum Capacity Amount (in kW) in any hour.
7.7.2 Although Seller intends to design and operate the Facility to generate no more than
the Maximum Capacity Amount in any hour and no more than ten (10) average MW
monthly and therefore does not intend to generate and deliver Inadvertent Energy,
Idaho Power will accept Inadvertent Energy but will not purchase or pay for
Inadvertent Energy.
7.7.3 Delivering Inadvertent Energy to Idaho Power for two (2) consecutive months and/or
in any three (3) months during a Contract Year will be a Material Breach of this
Agreement and Idaho Power may terminate this Agreement within sixty (60) days
after the Material Breach has occurred.
7.8 Payments – Undisputed Base Energy and Surplus Energy payments, less any payments due to Idaho
Power will be disbursed to the Seller within thirty (30) days of the date which Idaho Power receives
and accepts the documentation of the monthly Base Energy and Surplus Energy actually delivered
to Idaho Power as specified in Appendix A. Seller agrees to use payment method as specified by
Idaho Power which could be ACH (Automated Clearing House), electronic, wire, paper checks or
any other method for making payments to Seller.
7.9 Continuing Jurisdiction of the Commission – This Agreement is a special contract and the rates,
terms and conditions contained in this Agreement will be construed in accordance with Idaho
Power Company v. Idaho Public Utilities Commission and Afton Energy, Inc., 107 Idaho 781, 693
P.2d 427 (1984), Idaho Power Company v. Idaho Public Utilities Commission, 107 Idaho 1122,
695 P.2d 1 261 (1985), Afton Energy, Inc, v. Idaho Power Company, 111 Idaho 925, 729 P.2d 400
(1986), Section 210 of the Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. §292.303-
308
ARTICLE VIII: ENVIRONMENTAL ATTRIBUTES
8.1 Pursuant to Commission Order No. 32697 and Order No. 32802 the Environmental Attributes and
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Renewable Energy Certificates as defined within this Agreement and directly associated with the
production of energy from the Seller’s Facility are owned by the Seller.

ARTICLE IX: FACILITY AND INTERCONNECTION
9.1 Design of Facility – Seller will design, construct, install, own, operate and maintain the Facility
and any Seller-owned Interconnection Facilities so as to allow safe and reliable generation and
delivery of Net Energy and Inadvertent Energy to the Idaho Power Point of Delivery for the full
term of the Agreement in accordance with the GIA.
ARTICLE X:
METERING, METERING COMMUNICATIONS AND SCADA TELEMETRY
10.1 Metering – Idaho Power shall, provide, install, and maintain metering equipment needed for
metering the electrical energy production from the Facility. The metering equipment will be
capable of measuring, recording, retrieving, and reporting the Facility’s hourly gross electrical
energy production, Station Use, maximum energy deliveries (kW) and any other electricity
measurements at the Point of Delivery that Idaho Power needs to administer this Agreement and
integrate this Facility’s electricity delivered to the Idaho Power electrical system. Specific
equipment, installation details and requirements for this metering equipment will be established in
the GIA process and documented in the GIA. Seller shall be responsible for all initial and ongoing
costs of this equipment as specified in Schedule 72 and the GIA.
10.2 Metering Communications – Seller shall, at the Seller’s sole initial and ongoing expense, arrange
for, provide, install, and maintain dedicated metering communications equipment capable of
transmitting the metering data specified in paragraph 10.1 to Idaho Power in a frequency, manner
and form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated metering communications equipment. Specific details and requirements for this metering
communications equipment will be established in the GIA process and documented in the GIA.
10.3 Supervisory Control and Data Acquisition (SCADA) Telemetry – In addition to the requirements
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of paragraph 10.1 and 10.2, Idaho Power may require telemetry equipment and
telecommunications which will be capable of providing Idaho Power with continuous
instantaneous SCADA telemetry of the Seller's Net Energy and Inadvertent Energy production in
a form acceptable to Idaho Power. Seller shall grant Idaho Power sole control and use of this
dedicated SCADA and telecommunications equipment. Specific details and requirements for this
SCADA Telemetry and telecommunications equipment will be established in the GIA process
and documented in the GIA. Seller shall be responsible for all initial and ongoing costs of this
equipment as specified in Schedule 72 and the GIA.
ARTICLE XI – RECORDS
11.1 Maintenance of Records – Seller shall maintain monthly records at the Facility or such other
location mutually acceptable to the Parties. These records shall include total generation, Net
Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum hourly generation (kW)
and be recorded in a form and content acceptable to Idaho Power. Monthly records shall be retained
for a period of not less than five (5) years.
11.2 Inspection – Either Party, after reasonable notice to the other Party, shall have the right, during
normal business hours, to inspect and audit any or all records pertaining to the Seller’s Facility
generation, Net Energy, Station Use, Surplus Energy, Inadvertent Energy and maximum generation
(kW) records pertaining to the Seller's Facility.
ARTICLE XII: OPERATIONS
12 .1 Communications – Idaho Power and the Seller shall maintain appropriate operating
communications through Idaho Power’s Designated Dispatch Facility in accordance with the GIA.

12 .2 Acceptance of Energy –
12.2.1 Idaho Power shall be excused from accepting and paying for Net Energy or accepting
Inadvertent Energy which would have otherwise been produced by the Facility and
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delivered by the Seller to the Point of Delivery:
a.) If generation deliveries are interrupted due an event of Force Majeure or
Forced Outage.
b.) If interruption of generation deliveries is allowed by Section 210 of the
Public Utility Regulatory Policies Act of 1978 and 18 C.F.R. §292.304
c.) If temporary disconnection and/or interruption of energy deliveries is in
accordance with Schedule 72 or other provisions as specified within the
GIA.
d.) If Idaho Power determines that curtailment, interruption or reduction of
Net Energy or Inadvertent Energy deliveries is necessary because of line
construction, electrical system maintenance requirements, emergencies,
electrical system operating conditions, electrical system reliability
emergencies on its system, or as otherwise required by Prudent Electrical
Practices.
12.2.2 If, in the reasonable opinion of Idaho Power, Seller's operation of the Facility or
Interconnection Facilities is unsafe or may otherwise adversely affect Idaho Power's
equipment, personnel or service to its customers, Idaho Power may temporarily disconnect
the Facility from Idaho Power’s transmission/distribution system as specified within the
GIA or Schedule 72 or take such other reasonable steps as Idaho Power deems appropriate.
12.2.3 Under no circumstances will the Seller deliver generation from the Facility to the Point of
Delivery in an amount that exceeds the Maximum Capacity Amount at any moment in
time. Seller’s failure to limit deliveries to the Maximum Capacity Amount will be a
Material Breach of this Agreement.
12.2.4 If Idaho Power is unable to accept the generation from this Facility and is not excused from
accepting the Facility’s generation, Idaho Power’s damages shall be limited to only the
value of the estimated electricity that Idaho Power was unable to accept valued at the
applicable energy prices specified in this Agreement. Idaho Power will have no
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responsibility to pay for any other costs, lost revenue or consequential damages the Facility
may incur.
12.3 Seller Declared Suspension of Energy Deliveries –
12.3.1 If the Seller’s Facility experiences a Forced Outage, and the Seller initiates a Declared
Suspension of Energy Deliveries, Seller shall, after giving notice as provided in paragraph
12.3.2 below, temporarily reduce deliveries of Net Energy (kW) to Idaho Power from the
Facility to not exceed the reduced energy deliveries (kW) stated by the Seller in the initial
declaration for a period of not less than forty-eight (48) hours (“Declared Suspension of
Energy Deliveries”). The Seller’s Declared Suspension of Energy Deliveries will begin at
the start of the next full hour following the Seller’s telephone notification as specified in
paragraph 12.3.2 and will continue for the time as specified in the written notification
provided by the Seller. In the month(s) in which the Declared Suspension of Energy
occurred, the Estimated Net Energy Amount will be adjusted as specified in paragraph
6.2.3.
12.3.2 If the Seller desires to initiate a Declared Suspension of Energy Deliveries as provided in
paragraph 12.3.1, the Seller will notify the Designated Dispatch Facility by telephone. The
beginning hour of the Declared Suspension of Energy Deliveries will be at the earliest the
next full hour after making telephone contact with Idaho Power. The Seller will, within
twenty four (24) hours after the telephone contact, provide Idaho Power a written notice in
accordance with Article XXV that will contain the beginning hour and expected duration
of the Declared Suspension of Energy Deliveries, a description of the conditions that
caused the Seller to initiate a Declared Suspension of Energy Deliveries and the reduced
level (kW) of energy deliveries the Facility is requesting that will be set as the maximum
energy deliveries to Idaho Power for the duration of the Declared Suspension of Energy
Delivery event (not less than 48 hours). Idaho Power will review the documentation
provided by the Seller to determine Idaho Power’s acceptance of the described Forced
Outage as qualifying for a Declared Suspension of Energy Deliveries as specified in
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paragraph 12.3.1. Idaho Power’s acceptance of the Seller’s Forced Outage as an acceptable
Forced Outage will be based upon the clear documentation provided by the Seller that the
Forced Outage is not due to an event of Force Majeure or by neglect, disrepair or lack of
adequate preventative maintenance of the Seller’s Facility.
12.4 Scheduled Maintenance – On or before January 31st of each calendar year, Seller shall submit a
written proposed maintenance schedule of significant Facility maintenance for that calendar year
and Idaho Power and Seller shall mutually agree as to the acceptability of the proposed schedule.
If the Seller intends to perform planned maintenance at approximately the same time every year,
the Seller may submit a maintenance schedule for the first calendar year and include a statement
that this maintenance schedule shall be consistent for all future years, until such time as the Seller
notifies Idaho Power of a change to this schedule. The Parties determination as to the acceptability
of the Seller’s timetable for scheduled maintenance will take into consideration Prudent Electrical
Practices, Idaho Power system requirements and the Seller’s preferred schedule. Neither Party shall
unreasonably withhold acceptance of the proposed maintenance schedule.
12.5 Idaho Power Maintenance Information – Upon receiving a written request from the Seller, Idaho
Power shall provide publicly available information with regard to Idaho Power planned
maintenance information that may impact the Facility.
12.6 Contact Prior to Curtailment – Idaho Power will make a reasonable attempt to contact the Seller
prior to interrupting the interconnection or curtailing deliveries from the Seller’s Facility. Seller
understands that in the case of emergency circumstances, real time operations of the electrical
system, and/or unplanned events, Idaho Power may not be able to provide notice to the Seller prior
to interruption, curtailment, or reduction of electrical energy deliveries to Idaho Power.
ARTICLE XIII: INDEMNIFICATION AND INSURANCE
13.1 Indemnification – Each Party shall agree to hold harmless and to indemnify the other Party, its
officers, agents, affiliates, subsidiaries, parent company and employees against all loss, damage,
expense and liability to third persons for injury to or death of person or injury to property,
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proximately caused by the indemnifying Party’s, (a) construction, ownership, operation or
maintenance of, or by failure of, any of such Party’s works or facilities used in connection with this
Agreement, or (b) negligent or intentional acts, errors or omissions. The indemnifying Party shall,
on the other Party’s request, defend any suit asserting a claim covered by this indemnity. The
indemnifying Party shall pay all documented costs, including reasonable attorney fees that may be
incurred by the other Party in enforcing this indemnity.
13.2 Insurance – During the term of this Agreement, Seller shall secure and continuously carry
insurance as specified in Appendix F.

ARTICLE XIV: FORCE MAJEURE
14.1 Force Majeure – As used in this Agreement, “Force Majeure” or “an event of Force Majeure”
means any cause beyond the control of the Seller or of Idaho Power which, despite the exercise of
due diligence, such Party is unable to prevent or overcome. Force Majeure includes, but is not
limited to, acts of God, fire, flood, storms, wars, hostilities, civil strife, strikes and other labor
disturbances, earthquakes, fires, lightning, epidemics, sabotage, or changes in law or regulation
occurring after the effective date, which, by the exercise of reasonable foresight such party could
not reasonably have been expected to avoid and by the exercise of due diligence, it shall be unable
to overcome. Fluctuations and/or changes of the motive force and/or the fuel supply are not events
of Force Majeure. If either Party is rendered wholly or in part unable to perform its obligations
under this Agreement because of an event of Force Majeure, both Parties shall be excused from
whatever performance is affected by the event of Force Majeure, provided that:
(1) The non-performing Party shall, as soon as is reasonably possible after the
occurrence of the Force Majeure, give the other Party written notice describing the
particulars of the occurrence.
(2) The suspension of performance shall be of no greater scope and of no longer
duration than is required by the event of Force Majeure.
(3) No obligations of either Party which arose before the occurrence of the Force
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Majeure event and which could and should have been fully performed before such
occurrence shall be excused as a result of such occurrence.
ARTICLE XV: LIABILITY; DEDICATION
15.1 Limitation of Liability – Nothing in this Agreement shall be construed to create any duty to, any
standard of care with reference to, or any liability to any person not a Party to this Agreement.
Neither party shall be liable to the other for any indirect, special, consequential, nor punitive
damages, except as expressly authorized by this Agreement.
15.2 Dedication – No undertaking by one Party to the other under any provision of this Agreement
shall constitute the dedication of that Party’s system or any portion thereof to the Party or the
public or affect the status of Idaho Power as an independent public utility corporation or Seller as
an independent individual or entity.
ARTICLE XVI: SEVERAL OBLIGATIONS
16.1 Several Obligations – Except where specifically stated in this Agreement to be otherwise, the
duties, obligations and liabilities of the Parties are intended to be several and not joint or
collective. Nothing contained in this Agreement shall ever be construed to create an association,
trust, partnership or joint venture or impose a trust or partnership duty, obligation or liability on
or with regard to either Party. Each Party shall be individually and severally liable for its own
obligations under this Agreement.
ARTICLE XVII: WAIVER
17.1 Waiver – Any waiver at any time by either Party of its rights with respect to a default under this
Agreement or with respect to any other matters arising in connection with this Agreement shall
not be deemed a waiver with respect to any subsequent default or other matter.
ARTICLE XVIII: CHOICE OF LAWS AND VENUE
18.1 State of Idaho Laws – This Agreement shall be construed and interpreted in accordance with the
laws of the State of Idaho without reference to its choice of law provisions.
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18.2 Venue – For any litigation arising out of or related to this Agreement will lie in the District Court
of the Fourth Judicial District of Idaho in and for the County of Ada.
ARTICLE XIX: DISPUTES AND DEFAULT
19.1 Disputes – All disputes related to or arising under this Agreement, including, but not limited to, the
interpretation of the terms and conditions of this Agreement, will be submitted to the Commission
for resolution.
19.2 Notice of Default
19.2.1 Defaults – If either Party fails to perform any of the terms or conditions of this
Agreement (an “event of default”), the non-defaulting Party shall cause notice in writing
to be given to the defaulting Party, specifying the manner in which such default
occurred. If the defaulting Party shall fail to cure such default within the sixty (60) days
after service of such notice, or if the defaulting Party reasonably demonstrates to the
other Party that the default can be cured within a commercially reasonable time but not
within such sixty (60) day period and then fails to diligently pursue such cure, then the
non-defaulting Party may, at its option, terminate this Agreement and/or pursue its legal
or equitable remedies.
19.2.2 Material Breaches – The notice and cure provisions in paragraph 19.2.1 do not apply to
defaults identified in this Agreement as Material Breaches. Material Breaches must be
cured as expeditiously as possible following occurrence of the breach. Idaho Power can
terminate the Agreement at any time following the Material Breach unless there is a
specific cure, or cure period, identified by this Agreement for that specific Material
Breach then that cure, or cure period, shall apply.
19.3 Operation Date Requirements – Prior to the Operation Date and thereafter for the full term of this
Agreement, Seller will provide Idaho Power with the following:
19.3.1 Insurance – Evidence of compliance with the provisions of Appendix F. If Seller fails
to comply, such failure will be a Material Breach.
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19.3.2 Engineer’s Certifications – Every three (3) years after the Operation Date, Seller will
supply Idaho Power with a completed Certification of Ongoing Operations and
Maintenance form as specified in Appendix C. The certification will be from a
Registered Professional Engineer licensed in the State of Idaho. Seller’s failure to
supply the required certificate will be an event of default. Such a default may only be
cured by Seller providing the required certificate; and
19.3.3 Licenses / Leases / Permits / Determinations – During the full term of this Agreement,
Seller shall maintain compliance with all leases, permits, licenses and determinations
described in paragraph 4.1.1 of this Agreement. In addition, Seller will supply Idaho
Power with copies of any new or additional permits, licenses or determinations. At least
every fifth Contract Year, Seller will update the documentation described in Paragraph
4.1.1. If at any time Seller fails to maintain compliance with the leases, permits, licenses
and determinations described in paragraph 4.1.1 or to provide the documentation
required by this paragraph, such failure will be an event of default and may only be
cured by Seller submitting to Idaho Power evidence of compliance from the permitting
agency.
ARTICLE XX: GOVERNMENTAL AUTHORIZATION
20.1 This Agreement is subject to the jurisdiction of those governmental agencies having control over
either Party of this Agreement.
ARTICLE XXI: COMMISSION ORDER
21.1 Commission Order – Idaho Power shall file this Agreement for its acceptance or rejection by the
Commission. This Agreement shall only become finally effective upon the Commission’s approval
of all terms and provisions hereof without change or condition and declaration that all payments to
be made to Seller hereunder shall be allowed as prudently incurred expenses for ratemaking
purposes.
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ARTICLE XXII: SUCCESSORS AND ASSIGNS
22.1 This Agreement shall be binding upon and inure to the benefit of the respective successors and
assigns of the Parties hereto. Neither this Agreement nor any rights or obligations of either Party
hereunder may be assigned, in whole or in part, by operation of law or otherwise, without the prior
written consent of both Parties, which consent shall not be unreasonably withheld. Any party with
which Idaho Power may consolidate, merge, convey or transfer substantially all of its electric utility
assets, shall automatically, without further act, and without need of consent or approval by the
Seller, succeed to all of Idaho Power’s rights, obligations and interests under this Agreement. Any
purported assignment in derogation of the foregoing shall be void. This article shall not prevent a
financing entity with recorded or secured rights from exercising all rights and remedies available
to it under law or contract. Idaho Power shall have the right to be notified by the financing entity
that it is exercising such rights or remedies.
ARTICLE XXIII: 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;
(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
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forth in Appendix B; and
(iii) The Proposed Facility Modification has been reviewed by Idaho Power and a
determination made to either pursue an 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 an 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.
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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.
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
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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.
ARTICLE XXIV: TAXES
24.1 Each Party shall pay before delinquency all taxes and other governmental charges which, if failed
to be paid when due, could result in a lien upon the Facility or the Interconnection Facilities.
ARTICLE XXV: NOTICES AND AUTHORIZED AGENTS
25.1 Notices – All written notices under this Agreement shall be directed as follows and shall be
considered delivered when faxed, e-mailed and confirmed with deposit in the U.S. Mail, first-
class, postage prepaid, as follows:
To Seller: Original document to: Ted Sorenson Barber Pool Hydro, LLC
711 E Turtle Point Drive Ivins, UT 84738 208-589-6908
[e-mail] [e-mail]
To Idaho Power: Original document to: Vice President, Power Supply
Idaho Power Company PO Box 70 Boise, Idaho 83707 [e-mail]
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Copy of document to: Cogeneration and Small Power Production Idaho Power Company
PO Box 70 Boise, Idaho 83707 [e-mail] Either Party may change the contact person and/or address information listed above, by providing
written notice from an authorized person representing the Party.
25.2 Authorized Agent Names Title
Lorna Jorgensen Ada County Authorized Agent
The Seller may modify the Authorized Agents by requesting and completing an Authorized
Agent form provided by Idaho Power. This document will include the requested changes and
require signature(s) from an authorized party of the Seller.
ARTICLE XXVI: ADDITIONAL TERMS AND CONDITIONS
26.1 Equal Employment. Seller agrees to comply with all applicable equal employment opportunity,
small business, and affirmative action laws and regulations. All Equal Employment Opportunity
and affirmative action laws and regulations are hereby incorporated by this reference, including
provisions of 38 U.S.C. §4212, Executive Order 11246, as amended, and any subsequent
executive orders or other laws or regulations relating to equal opportunity for employment on
government contracts. To the extent this Agreement is covered by Executive Order 11246, the
Equal Opportunity Clauses contained in 41 C.F.R. §60-1.4, 41 C.F.R. §60-250.5, and 41 C.F.R.
§60-741.5 are incorporated herein by reference.
26.2 Prior to the Seller executing this Agreement, the Seller shall have:
a) Submitted an interconnection application for this Facility and is in compliance with all
payments and requirements of the interconnection process.
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b) Acknowledged responsibility for all interconnection costs and any costs associated with
acquiring adequate firm transmission capacity to enable the project to be classified as an
Idaho Power DNR. If final interconnection or transmission studies are not complete at the
time the Seller executes this Agreement, the Seller understands that the Seller’s obligations
to pay Delay and Termination Damages associated with the project’s failure to achieve the
Operation Date by the Scheduled Operation Date as specified in this Agreement is not
relieved by final interconnection or transmission costs, processes or schedules.
c) Provide acceptable and verifiable evidence to Idaho Power that demonstrates the Facility
is eligible for the published avoided costs requested by the Seller and contained within
this Agreement. Commission Order No. 35800 effective June 1, 2023, provides the
current published avoided costs for Non-Seasonal Hydro Facilities, Seasonal Hydro
Facilities, Other Facilities, Solar Facilities, and Wind Facilities. Commission Order No.
32697 provides for full capacity payments for existing projects that have requested
replacement contracts after their existing contract expires.
26.3 This Agreement includes the following appendices, which are attached hereto and included by
reference:
Appendix A – Generation Scheduling and Reporting Appendix B – Facility and Point of Delivery
Appendix C – Engineer’s Certifications Appendix D – Forms of Liquid Security Appendix E – Non-Seasonal Hydro Facility Energy Prices
Appendix F – Insurance Requirements
ARTICLE XXVII: SEVERABILITY
27.1 The invalidity or unenforceability of any term or provision of this Agreement shall not affect the
validity or enforceability of any other terms or provisions and this Agreement shall be construed
in all other respects as if the invalid or unenforceable term or provision were omitted.
ARTICLE XXVIII: COUNTERPARTS
28.1 This Agreement may be executed in two or more counterparts, each of which shall be deemed an
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original but all of which together shall constitute one and the same instrument.
ARTICLE XXIX: ENTIRE AGREEMENT
29.1 This Agreement constitutes the entire Agreement of the Parties concerning the subject matter
hereof and supersedes all prior or contemporaneous oral or written agreements between the
Parties concerning the subject matter hereof.
IN WITNESS WHEREOF, The Parties hereto have caused this Agreement to be executed
in their respective names on the dates set forth below:

Idaho Power Company Barber Pool Hydro LLC
By By
Ryan Adelman Vice President, Power Supply Ted Sorenson Manager
Dated Dated
“Idaho Power” “Seller”

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APPENDIX A
A –1 MONTHLY POWER PRODUCTION AND SWITCHING REPORT
At the end of each month, the power production and switching report will be emailed to: [e-mail] If email is not available, then the report can be mailed to: Idaho Power Company Cogeneration and Small Power Production Reports C/O Financial Accounting 1221 W. Idaho Boise, Idaho 83702 The meter readings required on this report will be the readings on the Idaho Power meter equipment
measuring the Facility’s total energy production and Station Usage delivered to Idaho Power and the
maximum generated energy (kW) as recorded on the metering equipment and/or any other required
energy measurements to adequately administer this Agreement. This document shall be the document to
enable Idaho Power to begin the energy payment calculation and payment process. The meter readings on
this report may not be used to calculate the actual payment, but instead will be a check of the automated
meter reading information that will be gathered as described in item A-2 below:
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Idaho Power Company
Cogeneration and Small Power Production
MONTHLY POWER PRODUCTION AND SWITCHING REPORT

I hereby certify that the above meter readings are true and correct as of Midnight on the last day of the above month and that the switching record is accurate and complete as required by the Energy Sales Agreement

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A-2 AUTOMATED METER READING COLLECTION PROCESS
Monthly, Idaho Power will use the provided metering and telemetry equipment and processes to collect
the meter reading information from the Idaho Power provided metering equipment that measures the Net
Energy and energy delivered to supply Station Use for the Facility recorded at 12:00 AM (Midnight) of
the last day of the month.
The meter information collected will include but not be limited to energy production, Station Use, the
maximum generated power (kW) and any other required energy measurements to adequately administer
this Agreement.
A-3 SELLER CONTACT INFORMATION
Seller’s Contact Information
Name: Ted Sorenson
Telephone Number: 208-589-6908

24-Hour Project Operational Contacts
Name: Kyle Brown
Telephone Number: 208-867-1490

Name: Andrew Thompson
Telephone Number: 208-420-6748

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APPENDIX B FACILITY AND POINT OF DELIVERY
Project Name: Barber Dam Hydro
Project Number: 20240411
B-1 DESCRIPTION OF FACILITY
The Barber Dam Hydro Project (“Project”) executed a 35-year Firm Energy Sales Agreement on
July 13, 1987. The project started delivering energy to Idaho Power in April of 1989. The 1987
agreement expires on April 10, 2024.

The Project has two brushless AC synchronous generators (3 phase, 4160 volt, 60 hertz, 720 RPM,
1947 KVA) rated at 1,850 kW each, manufactured by Ideal Electrical Company Mansfield, Ohio.
Each generator is connected to an S type Kaplan hydro turbine manufactured by Voith Hydro, York
Pennsylvania. Total QF nameplate rating is 2 generators x 1,850 kW = 3,700 kW (3.7 MW).

Facility Nameplate Capacity for Barber Dam Hydro: 3,700 kW
Qualifying Facility Category (Small Power Production or Cogeneration): Small Power Production
Primary Energy Source (Hydro, Wind, Solar, Biomass, Waste, Geothermal): Hydro
Fueled or Non-Fueled Rate (Generator primarily fueled with fossil or non-fossil fuel): Non-Fueled

B-2 LOCATION OF FACILITY
The facility is located in the SE Quarter of Section 29, Township 3 North, Range 3 East, Boise
Meridian, Ada County, Idaho.
Nearest City: Boise
County and State: Ada County, Idaho
Location Coordinates: Latitude 43°33'40.53"N (43.5612)
Longitude 116°7'16.73"W (-116.1213)
Interconnection / Point of Delivery: Vicinity of Barber Dam Power Plant
B-3 SCHEDULED FIRST ENERGY DATE AND SCHEDULED OPERATION DATE
This Facility is interconnected and already delivering energy to Idaho Power pursuant to a Firm
Energy Sales Agreement that the parties agree to have expire on April 10, 2024. The Scheduled
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First Energy Date and the Scheduled Operation Date for this Agreement is the hour beginning 00:01
on April 11, 2024. The Actual Operation Date will also be April 11, 2024, provided that the
Commission approves the replacement Agreement, and the Seller completes all of the Article IV
and Article V requirements prior to April 11, 2024.

B-4 MAXIMUM CAPACITY AMOUNT:
The Maximum Capacity Amount is 3,700 kW which is consistent with the value provided by the
Seller to Idaho Power in accordance with the GIA. This value is the maximum generation that
potentially could be delivered by the Seller’s Facility to the Idaho Power electrical system at any
moment in time.
B-5 POINT OF DELIVERY
“Point of Delivery” means, unless otherwise agreed by both Parties, the point of where the
Seller’s Facility energy is delivered to the Idaho Power electrical system. The GIA will determine
the specific Point of Delivery for this Facility. The Point of Delivery identified by the GIA will
become an integral part of this Agreement.
B-6 LOSSES
If the Idaho Power metering equipment is capable of measuring the energy deliveries by the Seller
to the Idaho Power electrical system at the Point of Delivery, no Losses will be calculated for this
Facility. If the Idaho Power metering equipment is unable to measure the energy deliveries directly
at the Point of Delivery, the Losses will be calculated. This loss calculation is currently set at
(“.85%”) of the kWh electricity production recorded on the Facility generation metering equipment.
If at any time during the term of this Agreement, Idaho Power determines that the loss calculation
needs to be revised due to a change in the electrical equipment or some other factor, then Idaho
Power may adjust the calculation and retroactively adjust the previous month’s kWh loss
calculations.
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B-7 DESIGNATED NETWORK RESOURCE (DNR)
This Facility is an Idaho Power DNR pursuant to an existing energy sales agreement. The DNR
status will continue if this Agreement is 1) executed and approved by the Commission, and 2) a
GIA has been executed by both parties and 3) the Seller is in compliance with all requirements of
that GIA.
Idaho Power cannot accept or pay for generation from this Facility if the Facility has not achieved
the status of being an Idaho Power DNR. Federal Energy Regulatory Commission (“FERC”) rules
require Idaho Power to prepare and submit the application to achieve DNR status for this Facility.
Because much of the information Idaho Power needs to prepare the DNR application is specific to
the Seller’s Facility, Idaho Power’s ability to file the DNR application in a timely manner is
contingent upon timely receipt of the required information from the Seller. Prior to Idaho Power
beginning the process to enable Idaho Power to submit a request for DNR status for this Facility,
the Seller shall have 1) filed a Generation Interconnection application, 2) submitted all information
required by Idaho Power to complete the application, and 3) either executed this Agreement or, at
a minimum, provided Idaho Power with confirmation of the Seller’s intent to complete this
Agreement in a timely manner. Seller’s failure to provide complete and accurate information in a
timely manner can significantly impact Idaho Power’s ability and cost to attain the DNR
designation for the Seller’s Facility and the Seller shall bear the costs of any of these delays that
are a result of any action or inaction by the Seller.
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APPENDIX C
ENGINEER'S CERTIFICATION
OF
OPERATIONS & MAINTENANCE POLICY

The undersigned _____________________________________, on behalf of himself/herself and
___________, hereinafter collectively referred to as "Engineer," hereby states and certifies to the Seller as
follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the "Agreement,"
between Idaho Power as Buyer, and ________________as Seller, dated _________________________.
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No. ________________ and is hereinafter
referred to as the "Project."
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a ________ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.
8. That Engineer has reviewed and/or supervised the review of the Policy for Operation and
Maintenance ("O&M") for this Project and it is his professional opinion that, said Project has been
designed and built to appropriate standards, and adherence to said O&M Policy will result in the Project's
producing at or near the design electrical output, efficiency and plant factor for the full Contact Term of
_____________ years.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement, is
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relying on Engineer's representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.

By ______________________________

(P.E. Stamp)

Date ______________________________

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APPENDIX C
ENGINEER’S CERTIFICATION
OF
ONGOING OPERATIONS AND MAINTENANCE

The undersigned ____________________________________, on behalf of himself/herself and
_______________________ hereinafter collectively referred to as “Engineer,” hereby states and certifies
to the Seller as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the “Agreement,”
between Idaho Power as Buyer, and ___________________ as Seller, dated
_________________________.
3. That the cogeneration or small power production project which is the subject of the Agreement and
this Statement is identified as Idaho Power Company Facility No. _____________ and hereinafter referred
to as the “Project”.
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical energy
to Idaho Power for a _________ year period.
6. That Engineer has substantial experience in the design, construction and operation of electric power
plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project.

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8. That Engineer has made a physical inspection of said Project, its operations and maintenance
records since the last previous certified inspection. The Engineer certifies, based on the Project’s
appearance and the information provided by the Project, that the Project’s ongoing O&M has been
completed in accordance with said O&M Policy; that it is in reasonably good operating condition; and it is
in the Engineer’s professional opinion that if adherence to said O&M Policy continues, the Project will
continue producing at or near its design electrical output, efficiency and plant factor for the remaining
______ years of the Agreement.
9. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the Agreement,
is relying on Engineer’s representations and opinions contained in this Statement.
10. That Engineer certifies that the above statements are complete, true and accurate to the best of
his/her knowledge and therefore sets his/her hand and seal below.

By ____________________________

(P.E. Stamp)

Date ______________________________

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APPENDIX C

ENGINEER'S CERTIFICATION OF DESIGN & CONSTRUCTION ADEQUACY The undersigned _____________________________________, on behalf of himself/herself and
_________________________ hereinafter collectively referred to as "Engineer", hereby states and certifies
to Idaho Power as follows:
1. That Engineer is a Licensed Professional Engineer in good standing in the State of Idaho.
2. That Engineer has reviewed the Energy Sales Agreement, hereafter referred to as the
"Agreement", between Idaho Power as Buyer, and _____________________________as Seller, dated
__________, _____________________________.
3. That the cogeneration or small power production project, which is the subject of the
Agreement and this Statement, is identified as Idaho Power Company Facility No ________________ and
is hereinafter referred to as the "Project".
4. That the Project, which is commonly known as the ____________________Project, is located in
Section _____ Township ________ Range ________, Boise Meridian, __________ County, Idaho.
5. That Engineer recognizes that the Agreement provides for the Project to furnish electrical
energy to Idaho Power for a _____________ year period.
6. That Engineer has substantial experience in the design, construction and operation of
electric power plants of the same type as this Project.
7. That Engineer has no economic relationship to the Design Engineer of this Project and has
made the analysis of the plans and specifications independently.
8. That Engineer has reviewed the engineering design and construction of the Project,
including the civil work, electrical work, generating equipment, prime mover conveyance system, Seller
furnished Interconnection Facilities and other Project facilities and equipment.
9. That the Project has been constructed in accordance with said plans and specifications, all
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applicable codes and consistent with Prudent Electrical Practices as that term is described in the Agreement.
10. That the design and construction of the Project is such that with reasonable and prudent
operation and maintenance practices by Seller, the Project is capable of performing in accordance with the
terms of the Agreement and with Prudent Electrical Practices for a ________ year period.
11. That Engineer recognizes that Idaho Power, in accordance with paragraph 5.2 of the
Agreement, in interconnecting the Project with its system, is relying on Engineer's representations and
opinions contained in this Statement.
12. That Engineer certifies that the above statements are complete, true and accurate to the best
of his/her knowledge and therefore sets his/her hand and seal below.

By ____________________________

(P.E. Stamp)

Date ______________________________

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APPENDIX D
FORMS OF LIQUID SECURITY

The Seller shall provide Idaho Power with commercially reasonable security instruments such as
Cash, Cash Escrow Security, Guarantee or Letter of Credit as those terms are defined below or
other forms of liquid financial security that would provide readily available cash to Idaho Power
to satisfy the Security Deposit requirement and any other security requirements within this
Agreement.

For the purpose of this Appendix D, the term “Credit Requirements” shall mean acceptable
financial creditworthiness of the entity providing the security instrument in relation to the term of
the obligation in the reasonable judgment of Idaho Power, provided that any guarantee and/or
Letter of Credit issued by any other entity with a short-term or long-term investment grade credit
rating by Standard & Poor’s Corporation or Moody’s Investor Services, Inc. shall be deemed to
have acceptable financial creditworthiness.

1. Cash – Seller shall deposit cash in the amount of the required Security Deposit with Idaho
Power. Idaho Power will not be responsible to calculate or pay any interest on these funds
deposited with Idaho Power.

2. Cash Escrow Security – Seller shall deposit funds in an escrow account established by the
Seller in a banking institution acceptable to both Parties equal to the required security
amount(s). A single escrow account may be established for all security requirements,
however detailed accounting of the individual security requirements must be maintained by
the Seller and Seller shall be obligated to maintain the appropriate amounts to satisfy each
security requirement within the individually identified accounts. The Seller shall be
responsible for all costs.
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3. Guarantee or Letter of Credit Security – Seller shall post and maintain in an amount equal to
the Security Deposit: (a) a guaranty from a party that satisfies the Credit Requirements, in a
form acceptable to Idaho Power at its discretion, or (b) an irrevocable Letter of Credit in a
form acceptable to Idaho Power, in favor of Idaho Power. The Letter of Credit will be issued
by a financial institution acceptable to both parties. A single aggregate Guarantee or Letter of
Credit may be provided for all security requirements, however detailed accounting of the
individual security requirements must be maintained by the Seller and Seller shall be
obligated to maintain the appropriate amounts to satisfy each security requirement within the
individually identified accounts. The Seller shall be responsible for all costs associated with
establishing and maintaining the Guarantee(s) or Letter(s) of Credit.

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APPENDIX E
NON-SEASONAL HYDRO FACILITY ENERGY PRICES
(Prices based on the Nameplate Capacity Amount of 3,700 kW, Non-Fueled Rates)
E-1 Base Energy Heavy Load Purchase Price – For all Base Energy received during Heavy Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
35800 effective June 1, 2023, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:

DocuSign Envelope ID: 959509FA-6559-4067-B275-0531A128A369
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E-2 Base Energy Light Load Purchase Price – For all Base Energy received during Light Load Hours,
Idaho Power will pay the non-levelized energy price in accordance with Commission Order No.
35800 effective June 1, 2023, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:

DocuSign Envelope ID: 959509FA-6559-4067-B275-0531A128A369
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E-3 All Hours Energy Price – The price to be used in the calculation of the Surplus Energy Price and
Delay Damage Price shall be the non-levelized energy price in accordance with Commission Order
35800 effective June 1, 2023, with full capacity payments per Commission Order No. 32697 and
seasonalization factors applied:

DocuSign Envelope ID: 959509FA-6559-4067-B275-0531A128A369
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APPENDIX F
INSURANCE REQUIREMENTS
The Seller shall secure and continuously carry insurance as specified within this Appendix for the term of
the Agreement.
1. All insurance required by this Agreement shall be placed with an insurance company with an
A.M. Best Company rating of A- or better.
2. If the insurance coverage required in this Appendix is cancelled, materially changed or lapses
for any reason, the Seller will immediately notify Idaho Power in writing. This notice will
advise Idaho Power of the specific reason for cancellation, material change or lapse and the
steps being taken to comply with these Insurance Requirements. Failure to provide this notice
and to comply with these Insurance Requirements within five (5) days of the cancellation,
material change or lapse will constitute a Material Breach and Idaho Power may terminate this
Agreement.
3. Prior to the First Energy date and subsequently within ten (10) days of the annual anniversary
of the Operation Date, the Seller shall provide a Certificate of Insurance in the name of Idaho
Power Company and list Idaho Power Company as an Additional Insured Endorsement and
Waiver of Subrogation Endorsement.
4. The Certificate of Insurance shall evidence the appropriate insurance coverage of
Comprehensive General Liability Insurance for both bodily injury and property damage with
limits equal to one million dollars ($1,000,000), each occurrence, combined single limit. The
deductible for such insurance shall be consistent with current Insurance Industry Utility
practices for similar property.
DocuSign Envelope ID: 959509FA-6559-4067-B275-0531A128A369