20261002Exhibit B - Electric Service Agmt - Sched 25P.pdf

ELECTRIC SERVICE AGREEMENT
Special Agreement Pursuant to Schedule 25P
This Electric Service Agreement (this "Agreement") is entered into and effective as of
[insert date] (the "Execution Date") between Avista Corporation ("Avista") and
Clearwater Paper Corporation("Clearwater"or"Customer")(individually,a"Party"and
collectively,the"Parties").
RECITALS
WHEREAS,Customer owns and operates a paper manufacturing facility located in
Nez Perce County,Idaho(the"Facility");
WHEREAS, Customer also owns four thermal electric generating units located at
the Facility with a combined total nameplate capacity of 132.2 MVA(the"Generation");
WHEREAS, Customer and Avista are parties to a power purchase agreement dated
as of[insert date] and approved by the Idaho Public Utility Commission on[insert date]via
Order No. [ ] (the "PURPA PPA"), as may be amended from time to time, pursuant to
which Customer has agreed to sell to Avista, and Avista has agreed to purchase from
Customer, electric energy from the Generation to serve Customer's electrical load
requirements for the Facility;
WHEREAS,pursuant to the terms of this Agreement and Schedule 25P of Avista's
Idaho Tariff("Schedule 25P"),Customer will purchase retail electric service from Avista as
may be necessary to operate the Facility;
WHEREAS, Avista will deliver electric power to the Customer for use at
Customer's Facility in accordance with and subject to the terms of this Agreement.
NOW THEREFORE, in exchange for the mutual promises set forth in this
Agreement and other good and valuable consideration(the receipt and sufficiency of which
is hereby acknowledged),the Parties agree as follow:
1. Sale and Delivery of Electric Power and Energy. Customer shall purchase and receive
from Avista all the electric service required to serve the Facility pursuant to Avista's
Commission-approved tariff Schedule 25P,as it may be amended and approved by the
Commission from time to time.
2. Term of Agreement. This Agreement shall become effective on January 1, 2027
("Effective Date"), subject to approval by the Idaho Public Utilities Commission
("Commission") and shall remain in effect for a term of five (5) years (through and
including December 31,2032). Avista shall file this Agreement with the Commission
for approval promptly after the Execution Date and shall thereafter seek Commission
approval of this Agreement. After the initial term, this Agreement shall continue in
effect from year to year unless either Party elects at any time to terminate this
Agreement by giving 90 days'prior written notice to the other Party.
3. Delivery Point. The "Delivery Point" is the "Point of Change of Ownership" as
defined in that certain Large Generator Interconnection Agreement between
Clearwater and Avista(the "Interconnection Agreement" or"LGIA"),Avista Contract
No.AV-TR13-0325, that provides for and governs the interconnection of the Facility
with Avista's electric system.
4. Metering Equipment. Electric power delivered by Avista to the Facility,together with
any Excess Energy, shall be measured using metering equipment in accordance with
Article 7 (Metering) and Article 8 (Communications) of the LGIA. Customer is
responsible for protecting metering equipment that is located on the Customer's side
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of the interconnection from damages including,but not limited to,vandalism,vehicle
traffic, water, snow and/or ice, but excluding any damages caused by Avista's
intentional or negligent act or omission. Each Party shall have the rights provided to
it under Article 7(Metering) of the LGIA.
5. Service.
5.1 Service Characteristics. Electric power delivered to the Delivery Point will be
three phases, approximately 60 Hertz alternating current and delivered in an
amount not to exceed 110,000 Wa.
5.2 Added Load. Customer must notify Avista in advance of the addition of any
electric load that would exceed the rated capacity of any electrical facilities
provided by Avista at the Facility to provide electric service under this
Agreement. In the event Customer exceeds the nominal demand stated in Section
5.1 above,Customer will be liable for all losses and damage to Avista's equipment
and other electrical facilities resulting from Customer's excess usage.
5.3 Changes in Generation. Customer shall notify Avista in advance of any startups
or planned shutdowns, including any planned outages for maintenance, of
Customer's Generation. To the extent practical, Customer shall notify Avista of
any expected changes in Generation on at least a five(5) day-ahead basis.
5.4 Notices. All notices required by this Section 5 must be provided by contacting
Avista by telephone at 509.495.4911 or by email at
#corftpreschedulegavistacorp.com.
6. Applicable Rates,Rules and Regulations.
6.1 Electric power shall be supplied, received and paid for under this Agreement in
accordance with and subject to the orders of the Commission and Avista's Rates,
Rules and Regulations on file with the Commission and in effect at the time
electric power is delivered, currently including Schedule 25P and all other
applicable rate schedules set forth in that Schedule and their respective successor
schedules.
7. Rate Schedule Changes. In the event Avista has in effect other filed rate schedule(s)
in the State of Idaho applicable to the same class of service and for the same terms
expressed in this Agreement, Customer may elect to have such rate schedule
substituted for the rate schedule applicable under this Agreement;provided, however,
that any such rate schedule change may not be made more often than once in any
consecutive 12-month period.
8. Payments.
8.1 Monthly Payments. Each month, Avista will bill Customer for electric power
delivered to the Facility during the preceding month as measured by Avista's
meter(s). Customers' monthly bills will be: (i) computed using the applicable
rates described above in Section 6, and(ii) mailed to the address set forth below
in Section 12.2.
8.2 Late Charges. Customer shall pay to Avista the sum billed within thirty(30)days
following the mailing date of such bill(the"Due Date"). If Customer fails to pay
the entire amount of any undisputed bill by the next month's Bill Date,Avista will
have the right to assess a late charge on the unpaid balance from the Due Date
until paid in full, at a rate duly approved by the Commission.
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8.3 Reactive and Voltage Support. Payment to Customer for reactive power or
voltage support shall be governed by Section 9.6.3 of the LGIA.
9. Easements and Access to Customer's Property.
9.1 Customer authorizes Avista(or its agent)to do all work necessary on Customer's
property to accomplish the installation, operation, and maintenance of Avista's
electrical facilities required to provide electric service under this Agreement.
Customer has granted, without cost to Avista, good and sufficient recordable
easements over, on, across and/or under Customer's property covering rights-of-
way for such installation, operation and maintenance.
9.2 Customer shall ensure that a minimum clearance of not less than 10 feet (or
greater if required by any applicable rules or regulations) is maintained around
all Avista electrical facilities on Customer's property to allow access for Avista's
equipment, to enable Avista to perform any necessary maintenance and repair,
and to avoid any potential damage to such equipment.
10. Indemnification.
10.1 To the fullest extent permitted by applicable law, the Parties shall defend,
indemnify and save harmless each other from any claim (whether valid or
invalid), liability, loss, expense (including reasonable attorney fees) or damage
(collectively,a"Loss")arising from or growing out of injury to persons,including
death or damage to property, which may occur on their respective electric
systems. Where such claim or loss is caused by the concurrent negligence of
Customer,its agents or employees,and Avista,its agents or employees,each Party
shall indemnify, defend and save the other Party harmless from all such Loss to
the extent that such Loss was caused by the Party's negligence and in such
amounts as attributable to damage caused by the negligent Party, its agents or
employees.
10.2 Except (i) for claims or losses arising from a Party's gross negligence, willful
misconduct, intentional misconduct or fraud, (ii) to the extent covered by
insurance required to be carried by a Party under this Agreement, or (iii) to the
extent that such damages are suffered by a third party and included in a Loss for
which one Party is required to indemnify the other under this Agreement,neither
Party shall be liable for any special, indirect, punitive or consequential damages
arising from the construction,installation,repair,maintenance or operation of the
electrical facilities including, without limitation, the other Party's loss of actual
or anticipated profits (other than loss of actual or anticipated profits included as
an element of direct damages),loss because of shutdown,nonoperation,increased
expense of its facilities or operations, or cost of capital.
10.3 This Section shall not (i) negate, abridge, or otherwise reduce any right or
obligation of indemnity that otherwise exists, (ii) limit the amount or type of
damages, compensation or benefits payable by or for Avista or any of its
subcontractors or suppliers under workers' compensation acts, disability benefit
acts,or other employee benefit acts, or(iii)limit the amount or type of insurance
coverage required by this Agreement.
10.4 Each Party's obligations under this Section 11 shall survive the termination of
this Agreement.
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11. Assigranent. This Agreement may be assigned by either Party only with the written
consent of the other;provided that either Party may assign this Agreement without the
consent of the other Party to any Affiliate of the assigning Party to a purchaser of
substantially all the assets of the assigning Party. Any attempted assignment that
violates this Section 12 is void and ineffective.A Party's consent to assignment shall
not be unreasonably withheld, conditioned or delayed. If this Agreement is assigned
in compliance with this Section 12 and the assignee expressly assumes and agrees to
be bound by this Agreement,the assigning Party shall,effective upon such assignment,
be released from this Agreement.
12. Notices. Except as provided for in Section 5,all notices,demands,requests and other
communications under this Agreement must be in writing and sent by mail (postage
prepaid), or delivered to the other Party either electronically or by a recognized
commercial courier,addressed as set forth below. Such notices,demands,requests and
other communications will be deemed given as of the date delivered, or if sent
electronically or by mail,upon receipt.
12.1 To Avista:
Avista Corporation
1411 E. Mission Ave; PO Box 3727
Spokane,WA 99220-3727
Attn: Director, Energy Solutions
12.2 To Customer:
Clearwater Paper Corporation
601 W. Riverside Avenue, Suite 300
Spokane,WA 99201
Attn: Senior Vice President and General Counsel
12.3 Either Party may change its address by providing written notice to the other as
set forth above.
13. Governing Law and Venue.This Agreement will be interpreted in accordance with the
laws of the State of Idaho, excluding any choice of law rules which direct the
application of laws of another jurisdiction. Any litigation relating to this Agreement
not within the jurisdiction of the Commission shall be brough in the United States
District Court for the District of Idaho.
14. Entire Agreement; Amendment and Waiver. This Agreement, as well as applicable
sections of Avista's Idaho Tariff on file with the Commission,as may be amended from
time to time, represents the entire understanding and agreement between the Parties
with respect to the subject matter of this Agreement. The Parties may amend or modify
this Agreement only by a written instrument executed by the Parties. If at any time the
terms of this Agreement are not strictly adhered to or enforced,such requirements shall
not be deemed waived or modified but shall, at all subsequent times and dates, be
deemed in full force and effect.
15. Survival. Any provisions of this Agreement that may be reasonably interpreted as
surviving the completion, termination or cancellation of this Agreement shall survive
such completion,termination or cancellation.
16. Headings. Section headings in this Agreement are for convenience only and will not
be considered part of or used in the interpretation of this Agreement.
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17. Confidentiality. While this Agreement is in effect and for a period of three (3)years
after this Agreement expires or is terminated, information identified as confidential
and exchanged by the Parties under this Agreement shall be subject to and governed
by Article 22 (Confidentiality)of the LGIA.
18. Remedies. If a Party defaults in its performance of this Agreement,the non-defaulting
Party may so notify the defaulting Party. If the defaulting Party does not cure the
default within thirty(30)days(ten(10)days in the case of payment default),the non-
defaulting Party shall have the right to pursue all available remedies at law or in equity
against the defaulting Party, subject to the limits set forth in Section 10.2. Before the
thirty (30) day cure period expires, the non-defaulting Party shall also have the right
to seek injunctive relief or other relief reasonable required to preserve the status quo
or avoid irreparable harm.
This Agreement has been executed by each Party's authorized representative on the date(se)
set forth below,effective as of the Effective Date.
Avista Corporation Clearwater Paper Corporation
(Signature) (Signature)
(Printed Name) (Printed Name)
(Title) (Title)
(Date Signed) (Date Signed)
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