20240731IPC to Staff 21c - 1 Project Construction Agreement LGL138 U.pdf

IDAW
IPC KIT# � R®
Contracting Agent AC Al,ioncoPP company
PROJECT CONSTRUCTION AGREEMENT
PROJECT TITLE: 2023-2024 Transmission Construction T423 Huntington-Quartz
This PROJECT CONSTRUCTION AGREEMENT (the "Agreement" or"Project Construction Agreement") is entered into to
be effective as of the day of 20 ("Effective Date") between Idaho Power Company, an Idaho corporation
("IPC"), and , a(n) ("Contractor') for 2023-2024 Transmission Construction T423 Huntington-Quartz (the
"Project"). The terms used in this Agreement shall be given the meaning set forth in this Agreement and the General
Conditions for Construction Services of this Agreement, attached hereto as Exhibit A ("General Conditions"). The
undersigned may also be referred to individually as a"Party"or collectively as the"Parties."
BACKGROUND
A. IPC is an investor-owned electric utility engaged in the generation,transmission,and distribution of electricity.The
dependable and continuous flow of electricity to IPC's customers and the reliable and timely delivery of electricity
are critical elements to IPC's profitability. The full and timely completion of this Project impacts IPC's ability to
provide the foregoing.
B. Contractor represents that it is a skilled and experienced contractor and service provider.Contractor is familiar with
the type of Work called for in this Agreement and the geographical and meteorological locations and conditions in
which this Work is to be performed.
C. IPC and Contractor enter into this Agreement with the understanding that each mutually benefits from this
Agreement,with each Party having access to an attorney for review and negotiation of this Agreement.
AGREEMENT
1. Contract Documents. Contractor agrees to perform this Agreement in strict accordance with the provisions of the
Contract Documents,which consist of all of the following(all of which are incorporated into this Agreement by this
reference):
• Project Construction Agreement and Exhibits
• Work Clarifications
• Executed forms contained in Annexes
• Directives
• Change Orders
• Written modifications or waivers signed by both Parties
2. Scope and Performance of the Contract.Contractor shall provide under this Agreement all materials,equipment,
labor,engineering,and services described in the Contract Documents and incidental to or reasonably inferred to be
necessary for the full and satisfactory completion of the Project consistent with IPC's intended results("Work").The
scope of the Work to be performed by Contractor under this Agreement is set forth in Exhibit B, Drawings and
Technical Specifications, and in Exhibit C, Special Conditions, in conjunction with the remaining Contract
Documents. Contractor's performance of the Work shall at all times be in strict compliance with the Contract
Documents and with all governmental licenses, statutes, codes, ordinances, approvals, rules, and regulations
applicable to the Project.Further,Contractor shall perform the Work in compliance with,and in accordance with,the
permits and other instruments pertaining to the Work,including,but not limited to,those included as Exhibit G (if
any) to this Agreement. Performance of this Agreement includes,but is not limited to,the following at Contractor's
cost:
2.1. Inspection. Contractor shall,and shall cause its Subcontractors,to perform all necessary inspections related to
the Work.Execution of this Agreement by Contractor is a representation that Contractor has visited the Project
site, become familiar with local conditions under which the Work is to be performed, and compared personal
observations with requirements of the Contract Documents. Prior to commencing the Work, Contractor shall
examine and compare the Drawings and Technical Specifications with any other information furnished by IPC,
relevant field measurements made by Contractor,and any visible conditions at the Project site,either existing or
known to Contractor,that affect or may affect the Work.During the course of the Work,Contractor shall promptly
notify IPC in writing of any errors,omissions,or inconsistencies Contractor detects in the Contract Documents.
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2.2. Procurement. Contractor shall,and shall cause its Subcontractors to procure and make complete payments for
all materials (except those materials specifically identified to be furnished by IPC), equipment, supplies, and
services necessary to complete the Work.All materials and equipment incorporated into the Work covered by
the Agreement shall be new, free from defects, of the quality specified, and, where not specified, of a grade
suitable for their intended use and in conformance with the Specifications, Drawings, Samples and other
descriptions set forth in the Agreement.Contractor shall also perform such inspection,coordination,expediting,
quality surveillance,and traffic control as necessary in connection with such procurement.
2.3. Construction and Services. Contractor shall, and shall cause its Subcontractors to (i) construct all Work with
superior workmanship; (ii)furnish management,labor,equipment,tools,and temporary facilities necessary for
such construction; (iii) provide services in accordance with the standard of care described below; and (iv)
coordinate all Work with IPC's contractors and all other entities performing work related to the Project.
Contractor shall handle and warehouse materials, supplies, and equipment required for such construction,
including without limitation, all utilities and materials supplied by IPC and used by Contractor and
Subcontractors.
2.4. Start-Up.Testing.Commissioning.and Initial Operation.Contractor shall perform or assist IPC in conducting any
start-up, commissioning, or performance tests as may be requested by IPC or described in the Contract
Documents.
2.5. Snare Parts. Contractor shall promptly replace at its expense any spare parts Contractor uses from IPC's
inventory.
2.6. Providing Support. Contractor shall on a timely basis provide all customary and reasonably necessary support
to IPC in connection with IPC's duties under the Agreement.
2.7. Cooperation. Contractor understands that this Agreement is for an integral portion of the entire Project and
agrees to the expedient,safe,and cooperative completion of the Work,in proper sequence with other contractors
and IPC's crews.Contractor shall not cause hindrance or delay to other contractors or IPC's crews.
3. Qualification and Standards
3.1. Standard of Care.Notwithstanding any other provision in this Agreement,Contractor acknowledges and agrees
that (i) all Work shall be performed by Contractor and Subcontractors in the interests of IPC and solely for its
benefit; (ii) Contractor and Subcontractors are authorized by IPC to exercise their own independent,
professional, and trade judgments in performing the Work, (iii) IPC will be relying on Contractor and
Subcontractors to perform their obligations consistent with this Section; and (iv),as a result, Contractor shall,
and shall cause Subcontractors to exercise a degree of care in performing its services no less than the degree of
care followed by reputable professionals with national practices performing similar services on similar projects.
Not in limitation of any other right or remedy available to IPC for breaches of this Agreement,Contractor shall
promptly correct or re-perform the Work not meeting such degree of care without additional compensation.
3.2. Qualification.Contractor represents and warrants that Contractor is properly licensed and insured and qualified
to do business as a contractor and engineer performing the type of Work required in this Agreement in the state
in which the Work to be provided in this Agreement are to be performed. Contractor will employ and, if
applicable, subcontract with adequate skilled and trained staff, properly licensed if required or advisable.
Contractor further represents and warrants that it is fully equipped to provide the Work contemplated by this
Agreement.
4. Contract Price. As full consideration for the satisfactory performance and completion of the Work, IPC shall pay
Contractor the following amount(the"Contract Price"):
® The lump sum of$TBD
PLUS
® The number of units of Unit Price Work actually delivered or performed multiplied by the applicable unit price
for such units as set forth in the Schedule of Unit Prices,which as of the Effective Date is estimated at$TBD ("Unit
Price Estimate").The total amount payable by IPC to Contractor shall not exceed the Unit Price Estimate unless set
forth on a Change Order.
The Contract Price is subject to addition and deduction only as set forth in the General Conditions. Contractor's
Schedule of Unit Prices is set forth in Exhibit D. Payment may be made on a monthly basis in accordance with the
Schedule of Values or Schedule of Unit Prices,as applicable,or pursuant to Progress Payment Schedule,in each case
as and when Work is performed hereunder and as described in the General Conditions and Special Conditions;
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provided however, that IPC's payment is not due unless Contractor is in compliance with all provisions of this
Agreement and the Contract Documents,including without limitation,all applicable insurance requirements set forth
in Section 19 below.
5. Taxes.Contractor agrees to pay taxes of every nature due and payable to any local,state,or federal government or
agency in connection with Contractor's Work, to make any and all payroll deductions required by law, and to
indemnify,defend,and hold harmless IPC,its members,employees,agents,officers,directors,and partners,from,for,
and against any liability, suits, actions, awards, penalties, and expenses, whether actual or merely alleged and
whether directly incurred or from a third party, including without limitation attorneys' and expert witnesses' fees
and costs,on account of or related to such taxes or withholding.Such taxes are included in the Contract Price.
6. Commencement and Completion of Work.The Work shall commence on the date specified by IPC, or if no such
date is specified, as promptly as practicable following the Effective Date (such date, the "Commencement Date").
Contractor shall achieve Substantial Completion of the Work on or before December 2, 2024 ("Guaranteed
Substantial Completion Date"),if not earlier terminated by IPC or as otherwise provided in the General Conditions.
Contractor shall achieve Final Completion of the Work on or before December 20,2024("Final Completion Date"),
if not earlier terminated by IPC or as otherwise provided in the General Conditions.Without limiting the foregoing,
Contractor agrees to adhere to the following dates (defined in Exhibit A as Milestone Dates) in accordance with the
Milestones,as defined in Exhibit C.
a. Milestone 1-December 4,2023
b. Milestone 2-December 22,2023
The Guaranteed Substantial Completion Date and Milestone Dates (if applicable) may only be adjusted as provided
in the General Conditions.
7. Timely Completion of Work; Delay Liquidated Damages. Contractor shall complete the Work in a satisfactory
manner and in accordance with the dates set forth in Section 6 of this Agreement and the Approved Schedule attached
hereto as Exhibit E. Contractor acknowledges and agrees that timely completion of the Work is critical to IPC,that
substantive economic damages and business disadvantages to IPC will result for late completion of the Work by
Contractor and,that the amount of such damages are difficult or impractical to quantify.IPC has specified a schedule
for the commencement and completion of the Work to which Contractor shall adhere.Accordingly, Contractor and
IPC agree that:
(i) If Contractor shall not have satisfactorily performed and completed all Work for achievement of, and
required for,Milestone 1,as described in the Special Condtions,on or prior to the Milestone Date set forth
in Section 6 of this Agreement and in Exhibit E, IPC shall be entitled to reduce or withhold the amount due
to Contractor for the Work in an amount equal to $5,000.00 for each Day that the Work for satisfactory
achievement of Milestone 1 is not complete after the Milestone Date of December 4,2023.
(ii) If Substantial Completion of the Work has not occurred on or prior to the Guaranteed Substantial
Completion Date,IPC shall be entitled to reduce or withhold the amount due Contractor for the Work in an
amount equal to $5,000.00 for each Day that the Work is not completed after the Guaranteed Substantial
Completion Date.
Amounts paid or payable in accordance with the foregoing constitute "Delay Liquidated Damages," as defined in
Exhibit A.The Delay Liquidated Damages included above shall be cumulative such that any amount paid or payable
under subparagraph (i) in this Section 7 shall not be deemed to offset against or reduce any amount to be paid by
Contractor or withheld by IPC under any other subparagraph in this Section 7.
In the event Delay Liquidated Damages are owed to IPC,IPC may,at IPC's sole discretion,require Contractor to pay
IPC the liquidated damages that are due and owing. Contractor and IPC agree that such sums constitute liquidated
damages,not a penalty,and represent a reasonable estimate of actual loss and damages that IPC will suffer by reason
of Contractor's failure to complete the Work in accordance with this Agreement and the Approved Schedule.IPC and
Contractor agree that IPC shall not be precluded from recovering from Contractor, in lieu of Delay Liquidated
Damages,actual damages incurred and proven by IPC(if any)if such damages exceed the aggregate amount of Delay
Liquidated Damages.Further,if the provisions for the payment of liquidated damages in the Agreement are held to
be unenforceable,then Contractor expressly agrees to pay to IPC all costs,losses,and damages whatsoever(including
loss of profit,loss of use and loss of production,loss of contracts,and indirect and consequential damages)incurred
by IPC arising from or in connection with the circumstances giving rise to the claim for the payment of liquidated
damages which has been made by IPC,which payments shall not be subject to any caps on liability.
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8. Safety.Contractor shall be solely and completely responsible for the safety and the conditions at or near the Work
site and other locations where Contractor performs the Work, including without limitation, the safety of all
Subcontractors and other persons and property during the performance of the Work. This requirement will apply
continuously and will not be limited to normal working hours. CONTRACTOR REPRESENTS TO IPC THAT ITS
PERSONNEL ASSIGNED TO THE PERFORMANCE OF THIS AGREEMENT HAVE BEEN PROPERLY TRAINED,
CERTIFIED,AND LICENSED (WHERE AND WHEN APPROPRIATE OR REQUIRED),TO PERFORM THE TASKS THEY
ARE PERFORMING.Contractor further agrees to(i)review any and all aspects of the Work to evaluate job safety;and
(ii) timely notify IPC if specific instructions are appropriate with regard to job means, methods, techniques, or
procedures,or if the Project or Work involves specified products or materials that may not be safe.
9. Governing Law/Venue.Enforcement or interpretation of this Agreement shall be in accordance with the laws of the
State of Idaho without regard to its choice of law provisions.Exclusive venue shall be in Ada County,Idaho.
10. Independent Contractor. Contractor agrees that it is retained only for the purposes and to the extent set forth in
this Agreement,and that the relationship of Contractor or Subcontractors to IPC during the term of this Agreement
shall be that of an independent contractor. Neither Party shall be deemed an agent, partner, joint venturer, or
employee of the other Party. Contractor shall have the sole and exclusive control over its employees, agents, and
Subcontractors that provide Work to IPC under this Agreement,and over the labor and employee relations policies
and policies relating to wages, hours, working conditions, or other conditions of its employees, agents, or
Subcontractors.
11. No Other Understandings. Contractor and IPC agree that there are no other understandings between the Parties
other than as set forth in the Contract Documents.All communications, either verbal or written,made prior to the
date of this Agreement are abrogated and withdrawn.The Agreement may not be modified except as provided in the
General Conditions or by a written document duly signed by both the Parties.
12. Equal Employment. During performance pursuant to this Agreement, Contractor agrees to comply with all
applicable equal employment opportunity,small business,and affirmative action laws and regulations.If applicable,
Contractor and any Subcontractor shall abide by the requirements of 41 CFR§§60-1.4(a),60-300.5(a) and
60-741.5(a).These regulations prohibit discrimination against qualified individuals based on their status as
protected veterans or individuals with disabilities,and prohibit discrimination against all individuals based
on their race,color,religion,sex,or national origin.Moreover,these regulations require that covered prime
contractors and subcontractors take affirmative action to employ and advance in employment individuals
without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected
veteran status or disability.
To the extent Executive Order 13496 applies to this Agreement or the Work performed hereunder,the text of 29 CFR
Part 471,Appendix A to Subpart A (as amended, modified, restated or supplemented from time to time) is hereby
incorporated by reference into this Agreement as if set forth fully herein. Contractor and any Subcontractor shall
comply with all requirements set forth in 29 CFR Part 471,Appendix A to Subpart A.
13. Provisional Remedies.Notwithstanding the foregoing,either Party may seek provisional legal remedies,if in such
Party's judgment,such action is necessary to avoid irreparable damage or preserve the status quo.
14. Survival. Not in limitation of the generality of the foregoing,all terms in Contract Documents relating to warranty,
indemnity, and insurance, and those provisions of the Contract Documents which by their very nature survive
expiration, cancellation or other termination of the Agreement, shall remain in full force and shall survive such
expiration, cancellation or other termination of this Agreement whether by completion of the Work, default or as
otherwise provided in this Agreement.
15. Entire Contract. This Agreement,the Contract Documents incorporated by reference above, and the exhibits and
schedules incorporated herein, constitute the entire agreement between the Parties with respect to the subject
matter hereof. Contractor and IPC agree that there are no oral or written understandings, representations or
commitments of any kind,express or implied,which are not expressly set forth herein.
16. Notices.Written notice shall be deemed to have been duly served when (i) delivered in person, (ii) sent by mail or
courier, return receipt requested,at the address for each party listed below, or(iii) in any other manner expressly
set forth in the Contract Documents.
Idaho Power Company
1221 W.Idaho St.
Boise,ID USA 83702
Attention:April Curtis
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Simultaneously to:
1221 W.Idaho Street
Boise,ID 83702
Attention:Legal Department
Contractor:
(Address)
(Address)
Attention:
17. Indemnification.To the fullest extent permitted by law, Contractor shall indemnify,hold harmless,reimburse and
defend IPC and its members, partners, officers, directors, affiliates, agents, and employees of any of them, and the
successors of the foregoing, from, for, and against any and all allegations„ suits, actions, proceedings, judgments,
awards,penalties,liabilities,claims,liens,damages,losses,costs,and expenses of any kind whatsoever,including but
not limited to, attorneys' and expert witnesses' fees and related costs, disbursements and expenses ("Damages")
whether actual or merely alleged and whether directly incurred or from a third party,arising out of or relating to this
Agreement or the performance of the Work,including but not limited to any Damages attributable to bodily injury,
sickness,disease or death,or to injury to or destruction of tangible property,provided the Damages for bodily injury
to persons or damage to property are not exclusively caused by the sole negligence of IPC.
The indemnification obligations set forth herein shall not be limited by amounts or types of Damages,compensation,
or benefits payable by or for Contractor,Subcontractors,or any person or entity for which any of them may be liable,
under workers compensation acts,or any disability or employee benefit acts,in the event claims are asserted against
persons or entities indemnified under this Section by an employee of Contractor,a Subcontractor,or anyone directly
or indirectly employed by any of them or anyone (or for whose acts they may be liable).
At the request of IPC,Contractor shall defend any action,claim,or suit asserting a claim that might be covered by this
indemnity.Contractor shall pay all costs and expenses that may be incurred by IPC in enforcing this indemnity and
defense agreement,including but not limited to,attorney's and expert witness fees.IPC shall have the right to select
the counsel and experts that shall defend IPC in any action,claim,or suit at Contractor's expense.IPC shall be entitled
to pre-approve any settlement.
18. Complaints and Contractor Indebtedness.Without limiting the scope or application of Section 17 above,regarding
complaints and claims by others not party to this Agreement,which arise out of or are related directly or indirectly
to Contractor's Work, IPC reserves the right to settle any disputed complaints, liens, or claims by payment to the
those making such demands or by such other means as IPC, in IPC's sole discretion, determines is the most
economical and advantageous method of settling the dispute.IPC may,in its sole determination,offset and withhold
any payments so made from amounts due Contractor,and Contractor shall promptly reimburse IPC,upon demand,
for any payments so made. Contractor agrees to furnish IPC verified statements showing Contractor's total
outstanding indebtedness in connection with the Work.IPC may require Contractor to furnish satisfactory proof,in
the form and format requested by IPC,that there are no outstanding debts or liens in connection with the Work.
19. Insurance and Bonds.
19.1.Prior to starting any Work,Contractor and Subcontractors shall qualify and thereafter accept exclusive liability
as an employer under any applicable Workers' Compensation Act, Employment Insurance Act, Old Age
Insurance Act, and any other applicable state or federal law, including without limitation, the payment or
deduction and remittance of any and all contributions,taxes,fees,or charges under such laws.Contractor and
Subcontractors shall secure and continuously carry a Workers' Compensation insurance policy covering all
employees as required and with such additional terms as may be provided by the statutes of the state in which
the Work is performed.
(a) Workers'Compensation Insurance shall be at statutory limits and Employer's Liability Insurance shall be at
limits not less than $1,000,000 each accident/disease (policy limit $1,000,000). A Waiver of Subrogation
shall be included in favor of IPC,its members,officers, employees, agents,the successors in interest of the
foregoing, and any additional insureds. The Maritime Coverage Endorsement shall be incorporated if
watercraft is used in performing the Work,and the U.S. Longshore and Harbor Workers Compensation Act
Endorsement shall be incorporated if the Work is performed on or in close proximity to navigable
waterways. Contractor shall reimburse IPC for any costs (including self-insured tax audit assessments)
incurred in the event Contractor maintains an uninsured status within the state.
(b) Automobile Liability Insurance covering all owned,non-owned,or hired automobiles used in connection with
the Work.Bodily Injury Liability and Property Damage Liability limits shall not be less than$5,000,000 each
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accident combined single limit. A Waiver of Subrogation shall be included in favor of IPC, its members,
officers,employees,agents,the successors in interest of the foregoing and any additional insureds.
(c) Commercial General Liability Insurance with limits not less than $5,000,000 each
occurrence/$5,000,000 aggregate. The insurance shall include coverage for Premises and Operations,
Independent Contractors,Blanket Contractual,Bodily Injury,Broad Form Property Damage,Contractual
Liability, Products and Completed Operations (extended for at least 10 years after completion of the
operations) and Personal Injury. The policy shall also include coverage for the hazards commonly
referred to as the XCU (explosion, collapse, and underground). A Waiver of Subrogation shall be
included in favor of IPC, its members, officers, employees, agents, the successors in interest of the
foregoing and any additional insureds.
(d) Cargo and Property Insurance.If Contractor or Subcontractor,or their respective agents and employees are
transporting or storing IPC materials or equipment,Contractor shall provide Cargo Insurance and Property
Insurance (as applicable) covering physical loss or damage,naming IPC as Loss Payee,arising out of, or in
connection with, any loss associated with transportation or storage of IPC equipment or material while in
the care, custody, or control of Contractor (or its Subcontractors). The declared value of the Cargo and
Property Insurance shall be based on the replacement value of the property in question.
(e) Professional Liability Insurance or Errors and Omissions Insurance. If Contractor or Subcontractor, or their
respective agents or employees are performing design,engineering,or other professional services as part of
the Work under the Agreement, Contractor shall provide Professional Liability and Errors and Omissions
Insurance,including without limitation,coverage for claims of financial loss due to error,act,or omission of
Contractor or Subcontractor, and their respective employees and agents, with a limit of not less than
$5,000,000.
(f) Aircraft Liability and Aviation General Liability Insurance, if Contractor or Subcontractor, or their
respective agents or employees use a helicopter as part of the Work under the Agreement,Contractor or
Subcontractor shall provide Aircraft/Aviation Liability insurance, including without limitation, public
liability, bodily injury, and property damage, and applying to any owned, non-owned, or hired aircraft
with a combined single limit of $10,000,000, including passengers. Such insurance shall be issued
naming IPC as an additional insured.
Insurance coverage described in subsections (a), (b), (c), (d), (e) and (f) above shall be carried with insurance
companies satisfactory to IPC. Prior to commencing Work under the Agreement, Contractor shall provide to IPC a
certificate of insurance, and, at the request of IPC, copies of all policies of insurance with the text of all applicable
conditions,definitions,exclusions,endorsements,riders,waivers,and other amendatory provisions,evidencing such
insurance coverage and naming IPC, its respective officers, directors, agents and employees, and the successors in
interest of the foregoing as additional insureds on the coverage described in subsections (b), (c), (d)and (f).These
certificates shall contain a provision that coverage afforded shall not be canceled or changed until at least 30 Days
prior written notice has been given to IPC.If any of the foregoing insurance coverages are required to remain in force
after final payment,Contractor shall submit an additional certificate evidencing continuation of such coverage with
the final Application for Progress Payment.
The Commercial General Liability, Automobile Liability, and Cargo and Property Insurance shall name IPC its
respective officers,directors,agents,and employees,and the successors in interest of the foregoing as an additional
insured. Such coverage afforded the additional insureds shall (1) be primary and noncontributory with respect to
any insurance or self-insurance retention of the additional insureds; (2) provide the same types and extents of
coverages afforded to the primary insured; (3) waive all right of subrogation against the additional insureds; (4)
provide for severability of interests; (5) be maintained for the same durations as the coverages afforded to the
primary insured, including but not limited to the continuation of the Products and Completed Operation coverage
until 10 years after completion of operations or termination of the Agreement;and(6)shall not be limited to"ongoing
operations".
The insurance required by this Section 19 shall be written on an occurrence basis and,except as required otherwise
herein or by law,shall be maintained without interruption from the date of commencement of the Work until at least
one (1)year following the Final Completion of the Work (except as to Products and Completed Operation coverage
as noted above)and at all times thereafter when the Contractor is correcting defective or nonconforming Work.The
amounts of the deductibles shall not be increased without the prior written approval of IPC,and Contractor shall pay
all deductibles; provided however,that Contractor shall ensure that IPC may, at its discretion,pay any deductible.
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The Employer's Liability,Commercial General Liability,and Automobile Liability policies shall provide cross-liability
coverages as would be achieved under the standard Insurance Services Office("ISO")separation of insurance clause
and provide for severability of interests.
Contractor shall require each Subcontractor,excluding material or equipment suppliers that do not enter the Project
site,to purchase and maintain insurance of the types and for the durations set out in subsections(a),(b),(c),(d),(e)
and(f)above.All such policies carried by Subcontractors shall also meet the requirements set out in this Section 19
including but not limited to,the requirements relating to responsibility for deductibles and coverage of additional
insureds.With the prior written approval of IPC, Contractor may allow particular Subcontractors to purchase and
maintain less comprehensive types and lower policy limits of insurance that the types and policy limits required in
this Section 19.
In addition to the insurance required in this Section 19,upon request by IPC,Contractor shall also obtain Contractor's
Pollution Liability Insurance with limits of$0.00 per occurrence and$0.00 aggregate dedicated to the Work under
this Agreement. If Contractor maintains a "Claims Made" policy under this Subsection (g), such insurance or its
replacement insurance shall have a retroactive date of no later than the Effective Date.Such insurance policy or its
replacement policy shall provide either a minimum of two years extended reporting period coverage after completion
of all Work, or a period equal to the maximum time under the State of Idaho statute of limitations existing on the
Effective Date for potential claims under such insurance, whichever is longer. The policy must also provide the
following: (i) coverage for defense, reimbursement, and indemnity obligations assumed by Contractor under the
Agreement related to claims, losses, demands, expenses, suits, judgments, penalties, fines and costs, including
without limitation, investigative costs, settlement costs, court costs, and attorneys' and expert witness fees and
expenses (ii) coverage for any demands for environmental cleanup costs related to Contractor's Work under this
Agreement,(iii)coverage for the presence,discharge,dispersal,release or escape of smoke,vapors,soot,fumes,acids,
alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, contaminants or pollutants, silt or
sediment into or upon land,the atmosphere or any watercourse or body of water("Pollution Conditions")emanating
from or affecting any location,whether or not owned,leased,occupied or otherwise controlled by IPC,to the extent
such Pollution Conditions are caused by Contractor, its employees, and agents, (iv) coverage for bodily injury,
sickness, disease, mental anguish or shock sustained by any person, including death, and medical monitoring, (v)
coverage for physical injury to, or destruction of tangible property of, parties other than the insured including the
resulting loss of use and diminution in value thereof,loss of use,but not diminution in value,of tangible property of
parties other than that belonging to the insured that has not been physically injured or destroyed, (vi) coverage for
Transportation and Non-owned Disposal Site (with no sunset clause/restricted coverage term) (if applicable), (vii)
Property damage to include Natural Resources Damage, and (viii) No exclusions for asbestos, lead paint, silica or
mold/fungus.
Coverage shall apply to sudden and non-sudden Pollution Conditions, provided such conditions are not naturally
present in the environment in the concentration or amounts discovered, unless such natural condition(s) are
released or dispersed as a result of the performance of covered operations.
Contractor agrees to name IPC as an additional insured and to provide waiver of subrogation against IPC and to
furnish insurance certificates,showing Contractor's compliance with this section.
Failure of the Contractor or Subcontractor to secure and maintain the insurance required by this Section 19 shall
constitute a material breach of the Agreement entitling IPC, in its discretion and without waiving any of its other
remedies under the Agreement or applicable law,to terminate the Agreement for cause or to purchase the required
insurance itself at the expense of Contractor.
Upon request by IPC,Contractor shall furnish performance and payment bonds covering the faithful performance of
the Agreement and the payment of obligations arising thereunder with IPC being named as an obligee.The amount
of the bond,form of the bonds,and the identity of the surety shall be acceptable to IPC in its reasonable discretion.
Contractor shall deliver the required bonds to IPC not later than 30 Days following the Contractor's receipt of IPC's
written request for such bonds.
20. Ownership of Work Product.
20.1.Work Product.All data and documents,including without limitation,original drawings,calculations,computer
data, estimates, specifications, inventions, field notes, and data obtained or provided by Contractor in
connection with the Work and Project("Work Product") shall be supplied to,and be the property of, IPC. IPC
shall automatically own all right, title, and interest to all Work Product. Release of the final payment and
retention is expressly contingent upon the prior delivery of Work Product to IPC.Upon termination hereof and
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upon receipt of all payments due to Contractor, Contractor shall turn over to IPC all Work Product and copies
and derivatives thereof. Contractor agrees to cooperate with IPC or its designee(s),both during and after the
term of this Agreement,in the procurement and maintenance of IPC's rights in Work Product and to execute,
when requested,any other documents deemed necessary by IPC to carry out the purpose of this Agreement.
20.2.Instruments of Service.All data and documents provided to Contractor by IPC are instruments of services and
shall remain the sole property of IPC. Neither the Contractor nor any Subcontractor shall own or claim
ownership or a copyright in the documents.Contractor shall use the instruments of service solely with respect
to this Project,and shall return all such data and documents upon request of IPC.
21. Headings.The headings contained in this Agreement are included solely for the convenience of the Parties and are
not part of this Agreement.
22. Force Majeure Event. IPC shall not be liable for any breach,default, or delay in the performance of its obligations
under this Agreement if and to the extent such breach,default or delay is caused by a Force Majeure Event(as defined
in the General Conditions). Contractors obligations with respect to a Force Majeure Event are as set forth in the
General Conditions.
23. Successors.This Agreement will be binding upon IPC and Contractor and will inure to the benefit of their affiliates
and successors,heirs and legal representatives.
24. Waiver. The rights and remedies of the Parties to this Agreement are cumulative and not alternative. Neither the
failure nor any delay by any Party in exercising any right,power,or privilege under this Agreement will operate as a
waiver of such right,power, or privilege,and no single or partial exercise of any such right,power,or privilege will
preclude any other or further exercise of such right,power,or privilege or the exercise of any other right,power,or
privilege. To the maximum extent permitted by applicable law, (i) no waiver that may be given by a Party will be
applicable except in the specific instance that it is given;and(ii)no notice to or demand on one Party will be deemed
to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further
action without notice or demand as provided in this Agreement.
25. Severability.Whenever possible each provision and term of this Agreement will be interpreted in a manner to be
effective and valid. If any provision or term of this Agreement is held to be prohibited by or invalid, then such
provision or term will be ineffective only to the extent of such prohibition or invalidity, without invalidating or
affecting in any manner whatsoever the remainder of such provision or term or the remaining provisions or terms of
this Agreement.If any of the covenants set forth in this Agreement are held to be unreasonable,arbitrary,or against
public policy, such covenants will be considered divisible with respect to scope,time, and geographic area, and in
such lesser scope,time,and geographic area,will be effective,binding and enforceable against Contractor.
26. Confidentiality.
26.1.Confidentiality of IPC Data. As used in the Contract Documents, "IPC Data" means all data regarding IPC, its
customers, or vendors (other than Contractor) that is: (i) furnished, disclosed, or otherwise made directly or
indirectly available to Contractor by or on behalf of IPC under this Agreement; (ii) collected or created by
Contractor on behalf of IPC in the course of performing the Work hereunder; and (iii) Critical Energy/Electric
Infrastructure Information ("CEII"). CEII includes both Critical Energy Infrastructure Information and Critical
Electric Infrastructure Information, As used in this Agreement, Critical Energy Infrastructure Information
means information that:
(a) Contains detail about production,generation,transportation,or distribution of energy;
(b) Could be useful to a person planning an attack on critical infrastructure;
(c) Is exempt from mandatory disclosure under the Freedom of Information Act,5 U.S.C.552;and
(d) Does not simply give the general location of the critical infrastructure.
As used in this Agreement, Critical Electric Infrastructure Information means information related to critical
electric infrastructure, or proposed critical electrical infrastructure, generated by or provided to the Federal
Energy Regulatory Commission ("FERC") or other Federal agency other than classified national security
information,that is designated as critical electric infrastructure information by FERC or the Secretary of the
Department of Energy pursuant to section 215A(d)of the Federal Power Act.CEII includes but is not limited to:
transmission conductor details, transmission structure design details, planned or expected transmission
outages critical to the power system,substation design details,control center locations or design details,power
plant facility design details,geographic coordinates more specific than line routes and natural gas line locations
or design details. All IPC Data is and shall be treated as confidential, regardless of whether marked as
"CONFIDENTIAL"or otherwise.IPC Data in oral,visual or electronic format shall also be confidential.Contractor
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and all those working for or with Contractor who may have access to confidential information (including IPC
Data) shall not disclose it to any person, firm or corporation, nor use the confidential information for any
purpose other than as necessary to perform the Work. Contractor shall take affirmative steps to protect and
safeguard all IPC Data and information and at minimum use the same degree of care it uses to prevent the
unauthorized use,dissemination,or publication of its own confidential information and,in any event,not less
than the level of care standard in Contractor's industry. Contractor shall limit disclosure of IPC information to
officers, directors, employees, or agents who need to know such information to complete the Work and shall
notify anyone with access to IPC information that it is confidential. Upon expiration or termination of this
Agreement,Contractor shall destroy or return all confidential information to IPC.Contractor shall incorporate,
and shall cause to be incorporated,into all subcontracts with Subcontractors,provisions substantially similar
to the provisions of this Section that bind such Subcontractors in the same way and to the same extent that the
Contractor is bound by this Section.
26.2.Exceptions. The confidentiality obligations shall not apply to IPC Data or information that: (i) is or becomes
publicly known or available other than by the Contractor's act or fault or the Contractor's breach of this Section;
(ii) is rightly received by the Contractor from a third party who was authorized to disclose such information
and who is not subject to similar confidentiality obligations; (iii) is proven by written evidence to have been
independently developed by the Contractor; or (iv) is approved for disclosure by written authorization from
IPC.In addition,confidential information may be disclosed by Contractor pursuant to law or any governmental
or court order,provided that the Contractor shall first give notice to IPC of such order and give IPC a reasonable
opportunity to obtain a satisfactory protective order.
27. Compliance With Law and IPC Policies.Contractor shall comply,and shall contractually cause it Subcontractors at
any tier to comply,with all applicable IPC policies and all federal,state,and local laws and regulations applicable to
the Work.
28. Contractor's Authorized Representative. The Contractor's Authorized Representative, as defined in General
Conditions,shall be:
In addition,the following employees of Contractor shall be assigned to the Project:
29. Order of Interpretation. In the event of conflicts,inconsistencies,discrepancies,or ambiguities between or among
the Contract Documents, interpretations shall be based on the following order of precedence: (i)Amendments,
Addendums and Change Orders to the Agreement with those of later date having precedence over those of earlier
date, (ii)this Agreement, (iii) General Conditions for Construction Services, (iv) Special Conditions, (v)permits and
other similar instruments and rights, including those attached as Exhibit G to this Agreement, (vi) Drawings,
(vii)Technical Specifications,and(viii)all other Exhibits and Annexes to the Agreement.
30. Exhibits. The following documents are incorporated into and made a part of this Agreement and the Contract
Documents:
Exhibit A: General Conditions for Construction Services,dated March 1,2021
Exhibit B: Drawings and Technical Specifications
Exhibit C: Special Conditions
Exhibit D: Schedule of Unit Prices
Exhibit E: Approved Schedule
Exhibit F: To the extent the Parties have agreed upon a Schedule of Values or Progress Payment Schedule pursuant
to the General Conditions,such Schedule of Values or Progress Payment Schedule is incorporated into
and made a part of this Agreement and the Contract Documents as Exhibit F hereto.
Exhibit G: Permits,Other Regulatory Requirements,Easements,and Other Instruments,if applicable
ANNEX A: Forms,as applicable or required by IPC
31. No Endorsement.Unless otherwise specified in the Contract Documents,Contractor shall not use IPC's name for any
marketing or promotional purpose or explicit or implicit endorsement by IPC.
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32. Supplier Code of Conduct.At all times during the term of this Agreement,Contractor agrees to comply with IPC's
Supplier Code of Conduct, as revised from time to time, available at
www.idahol2ower.com/AboutUs/BusinessToBusiness/default.cfm.
33. Disaster Recovery and Business Continuity. Contractor shall maintain commercially reasonable disaster recovery
plans and procedures reasonably calculated to fully restore all Work ("Disaster Recovery Plan"), including any
warranty, maintenance, and support services, under this Agreement within 72 hours of the occurrence of a Force
Majeure Event(defined in Exhibit A) affecting any Contractor facility(including any facility of any Subcontractor of
Contractor).In the event of a Force Majeure Event resulting in the loss by Contractor of any IPC Data or other
components of Work provided to IPC, Contractor shall promptly reprocess such data, resupply such Service
components, and re-perform the Work, as applicable, at no additional charge to IPC. If Contractor moves
performance of the Work to a different facility as a result of a Force Majeure Event,IPC shall not be charged for any
additional costs associated with such move,including procurement or shipment costs for components stored or used
at a secondary location. All obligations of Contractor under this Agreement shall be fully reinstated at the time that
is 72 hours after the occurrence of such Force Majeure Event even if such Force Majeure Event is then continuing,the
intent being that it is Contractor's responsibility to employ sufficient disaster recovery and business continuity
planning that it is able to relocate the provision of the Work from a different Contractor facility, meeting all
requirements in this Agreement,within 72 hours of the occurrence of a Force Majeure Event affecting a particular
facility. If Contractor does not restore Work within 72 hours,then IPC may terminate this Agreement upon written
notice to Contractor.
34. Prohibited Technoloev.Pursuant to Section 889(a)(1)(B)of the John S.McCain National Defense Authorization Act
for Fiscal Year 2019, Contractor hereby represents and warrants that it does not use or have installed any
telecommunications equipment, system, or service (or as a substantial or essential component of any system or
critical technology of any system) made by any of the following companies, or any subsidiary or affiliate thereof
(including companies with the same principal word in the name, e.g., "Huawei" or "Hytera): Huawei Technologies
Company;ZTE Corporation;Hytera Communications Corporation;Hangzhou Hikvision Digital Technology Company;
or, Dahua Technology Company(collectively,"Prohibited Technology"). Prohibited Technology may include,but is
not limited to, video/monitoring surveillance equipment/services, public switching and transmission equipment,
private switches,cables,local area networks,modems,mobile phones,wireless devices,landline telephones,laptops,
desktop computers, answering machines,teleprinters, fax machines, and routers. Prohibited Technology does not
include telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any
user data or packets that the equipment transmits or handles.
(Signature page follows)
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AGREED AND ACCEPTED to be effective as of the Effective Date.
(COUNTERPARTY NAME)
By:
Name:
Title:
IDAHO POWER COMPANY
By:
Name:
Title:
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EXHIBIT A
GENERAL CONDITIONS FOR CONSTRUCTION SERVICES
(To be attached)
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EXHIBIT B
DRAWINGS AND TECHNICAL SPECIFICATIONS
(To be attached)
Table of Contents
1. T423190001-Phase One-27520569
2. T423190001-Phase Two-27605276,dated June 25,2021
3. Foundation Technical Specification Line 423,dated June 2022
4. MapBook423 Imagery,dated June 7,2022
S. MapBook423 Topography,dated June 7,2022
6. Environmental Summary,dated May 26,2022
7. The most recent version of the Idaho Power Company Transmission Overhead Manual provided(whether on
CD,hard copy, or electronic file)by IPC to Contractor.
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EXHIBIT C
SPECIAL CONDITIONS
(To be attached)
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EXHIBIT D
SCHEDULE OF UNIT PRICES
(To be attached)
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EXHIBIT E
APPROVEDSCHEDULE
(To be attached)
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EXHIBIT F
SCHEDULE OF VALUES OR PROGRESS PAYMENT SCHEDULE
(To be attached)
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EXHIBIT G
PERMITS,OTHER REGULATORY REQUIREMENTS,EASEMENTS,AND OTHER INSTRUMENTS
1. Bureau of Land Management(BLM) Project Work Plan/Plan of Development(POD) in compliance with BLM ROW
Grant and National Environmental Policy Act(NEPA)documents.
2. Oregon Department of Transportation(ODOT) Permit
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ANNEX A
Forms
(To be attached)
Table of Contents
1. Independent Contractors Request for Unescorted Physical or Electronic Access
2. Change Order
3. Incident Investigation Report
4. Conditional Waiver and Release Upon Progress Payment
S. Certificate of Substantial Completion
6. Notice of Final Completion
7. Conditional Waiver and Release Upon Final Payment
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