20220602IPC to ICIP 1-12.pdf

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DONOVAN WALKER
Lead Counsel
dwa I ker@ida hopower.com
-,at/flrjr.\l\Jir
June 2, 2022
VIA ELECTRONIC FILING
Jan Noriyuki, Secretary
ldaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg 8,
Suite 201-A(83714)
PO Box 83720
Boise, ldaho 83720-0074
Re: Case No. IPC-E-22-13
ln the Matter of ldaho Power Company's Application for a Certificate of
Public Convenience and Necessity to Acquire Resources to be Online by
2023 to Secure Adequate and Reliable Service to its Customers
Dear Ms. Noriyuki:
Attached for electronic filing please find ldaho Power Company's Response to the
First Production Request of lndustrial Customers of ldaho Power in the above matter.
Due to the voluminous nature of confidential information provided in response to
data requests in this case, the Company is posting the attachments to these requests to
the secure FTP site to allow the parties to view the requested information remotely.
Because attachments contain confidential information, the FTP site is divided between
confidential and non-confidentia! information. The login information for the confidential
portion willonly be provided to those parties who have executed the ProtectiveAgreement
in this matter.
Please feel free to contact me directly with any questions you might have about
this filing.
Very truly yours,
l:l .lli,l -;. Fii ?r: 2q
fuzdattn-
DEW:sg
Enclosures
Donovan E. Walker
DONOVAN E. WALKER (!SB No. 5921)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTIL]TIES COMMISSION
!N THE MATTER OF IDAHO POWER
COMPANY'S APPLICATION FOR A
CERTIFICATE OF PUBLIC CONVENIENCE
AND NECESSITY TO ACQUIRE
RESOURCES TO BE ONLINE BY 2023 TO
SECURE ADEQUATE AND RELIABLE
SERVICE TO lTS CUSTOMERS.
CASE NO. !PC-E-22-13
IDAHO POWER COMPANY'S
RESPONSE TO THE FIRST
PRODUCTION REQUEST OF
INDUSTRIAL CUSTOMERS OF
IDAHO POWER
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COMES NOW, ldaho Power Company ('ldaho Powef or "Company"), and in
response to the First Production Request of the lndustrial Customers of ldaho Power
('lCIP") dated May 12,2022, herewith submits the following information:
IDAHO PO\A'ER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 1
REQUEST FOR PRODUCTION NO. 1: Please provide, in electronic format with
all formulae intact where possible, all workpapers and other documents used in the
development of ldaho Powe/s Application in this matter.
RESPONSE TO REQUEST FOR PRODUCTION NO. 1: PIease see the aftached
for allworkpapers and documents used in the development of ldaho Power's request in
this proceeding. ln addition, please see the Company's Response to Request for
Production No. 6 for the results of the 2023 LOLE evaluation, also used in the
development of ldaho Power's request.
The response to this Request is sponsored by Eric Hackeft, Projects and Design
Senior Manager, ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 2
REQUEST FOR PRODUCTION NO. 2: Please provide copies of all
communications between ldaho Power and the ldaho Public Utilities Commission and/or
its Staff regarding ldaho Powe/s Application in this matter.
RESPONSE TO REQUEST FOR PRODUCTION NO. 2: There has been no
communication between ldaho Power and the Commission and/or its Staff regarding
ldaho Power's Application in this proceeding.
The response to this Request is sponsored by Tim Tatum, Vice President of
Regulatory Affairs, ldaho Power Company.
]DAHO PO\A/ER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 3
REQUEST FOR PRODUGTION NO. 3: Please provide copies of all responses
to production requests (both formal and informal) provided to any other pafi to this
proceeding.
RESPONSE TO REQUEST FOR PRODUCTION NO. 3: The Company has
provided no other responses, formal or informal, to Staff or other parties in this
proceeding.
The response to this Request is sponsored by Tim Tatum, Vice President of
Regulatory Affairs, ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 4
REQUEST FOR PRODUCTION NO. 4: ldaho Power assets at page 4 of its
Application that "[A] certificate from the Commission is required for the construction or
extension of a !ine, plant, or system by any street railroad, gas, electrical, telephone or
water corporation." Please provide a copy of the certificate issued by the Commission to
ldaho Power for the following:
Mobile Diesel Generators install in 2002 (diesel)
Neal Hot Springs Geothermal Facility (geothermal)
Langley Gulch (gas)
Bennett Mountain (gas)
Danskin Mountain (gas)
Swan Falls Rebuild (hydro)
Milner Dam Rebuild (hydro)
North Valmy (coal)
Elkhorn Valley (wind)
Evander Andrews (gas)
RESPONSE TO REQUEST FOR PRODUCTION NO. 4: ldaho Power objects that
this request is overly broad, unduly burdensome, and seeks information that is equally
available to lClP, thereby making this request burdensome and harassing. Any CPCN
and/or Commission Order authorizing the construction of the requested facilities is
publicly available through the Commission, and ICIP has the same access to research
and obtain such information as does ldaho Power.
The response to this Request is sponsored by Donovan Walker, Lead Counse!,
ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 5
REQUEST FOR PRODUCTION NO. 5: At page 27 ot his testimony Mr. Ellsworth
observes that the 150 MW Unit 1 of the Hells Canyon facility "recently experienced an
outage unexpectedly....and is now out of service indefinitely." Please provide a complete
update as to the status of Unit 1, including the date of fault, probable causes and
prognosis for repair and returning the unit to service. Please explain whether (and how)
this 150 MW outage is incorporated in Mr. Ellsworth's conclusion that the company is 30
MW long in 2023.
RESPONSE TO REQUEST FOR PRODUCTION NO. 5: Hells Canyon Unit 1
failed on April 11,2022, Based on findings to date, the failure was a phase-to-phase fault,
likely caused by winding insulation failure. ldaho Power is anticipating having the unit
back online for the summer ol 2023, but due to supply chain challenges, there is no
certainty around the unit's on-line date.
This outage associated with Unit 1 was not contemplated in the load and resource
balance that projected exceeding the 0.05 LOLE threshold by approximately 30 MW in
2023. lf outside unforeseen conditions or supply chain issues materialize, the capacity
length wil! become a capacity deficit.
The response to this Request is sponsored by Ryan Adelman, Vice President
Power Supply, Idaho Power Company.
TDAHO POVVER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER.6
REQUEST FOR PRODUCTION NO. 6: Mr. Ellsworth states at page 28 of his
direct pre-filed testimony that "given the various increments and decrements, including
the 120 MWof battery storage, to the load and resource balance, the Company estimates
that it wil! exceed the 0.05 LOLE threshold by approximately 30 MW in 2023, net of
current, near-term factors." Please provide the workpapers or spreadsheets showing the
"various increments and decrements" that supports Mr. Ellsworth's conclusion regarding
the 30 MW excess of the 0.05 LOLE. Please also identify and quantiff the net effect of
the "near-term factors" he references.
RESPONSE TO REQUEST FOR PRODUCTION NO. 6: The 30 MW represents
a forecast capacity length and is not an excess, as the Company will utilize its own
resource length to reduce its market purchases.
ldaho Power created a tool to implement the Loss of Load Expectation ('LOLE")
methodology and maximize computational efficiency for modeling !daho Power's existing
and potential resource stack, of which the LOLE and corresponding generation are direct
outputs of the model. The LOLE calculated for each of the five test years is shown in
Table 1. The average LOLE determined from the five test years equates to a capacity
length of approximately 30 megawafts ('MW') in the year 2023.
Table 1. Loss of Load Expectation for Year 2023
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 7
1 0.017190
2 0.025118
3 0.042323
4 0.049110
5 0.054268
Test Year LOLE (days per year)
The identified near-term factors that affect the 2023 LOLE evaluation are as follows:
o One 30 MW unit outage at American Falls
o The addition of 11 MW of distributed battery storage
o The addition of 80 MW of utility-scale battery storage
o The addition of 40 MW of solar + utility-scale baftery storage
. Gas plant upgrades - 20 MW
. The Jackpot Solar project - 120 MW
. Demand Response under the new program parameters - 300 MW
The response to this Request is sponsored by Jared Ellsworth, Transmission,
Distribution & Resource Planning Director, ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 8
REQUEST FOR PRODUCTION NO. 7: At page 29 of Mr. Ellsworth's pre-filed
direct testimony he observes several "near-term factors' that are instructing its evaluation
of its resource needs lor 2024. One of those near-term factors are "implications of the
Western Resource Adequacy Program (WRAP).' Please explain the relationship
between the Company's resource needs lor 2024 and the WRAP.
RESPONSE TO REQUEST FOR PRODUCTION NO. 7: ldaho Power is closely
monitoring the ongoing development and implementation of the \tVRAP. The VURAP will
provide projected potential planning margin and ELCC impacts to participants during the
summer of 2022. ldaho Power plans to consider the updated planning margin and ELCG
values in its evaluation of its resource needs, which could affect the calculated resource
need in 2024.
The response to this Request is sponsored by Jared Ellsworth, Transmission,
Distribution & Resource Planning Director, ldaho Power Company.
IDAHO PO\A'ER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF TDAHO POWER - 9
REQUEST FOR PRODUCTION NO. 8: Another of the "near-term factors" being
considered are the '72 MW of PURPA solar contracts' in Oregon. Are the referenced 72
MW of PURPA solar contracts included in the Company's calculation of its current load
resource deficit analysis? lf not please explain why not? \Mat is the expected online
date and size of each solar contract? Please identiff any of the solar contracts (if any)
that are outside of ldaho Powe/s balancing authority.
RESPONSE TO REQUEST FOR PRODUCTION NO. 8: No. The referenced 72
MW of PURPA solar contracts were not included in the load and resource balance used
in preparation of the 2021 lRP, and due to their in-service date were not considered in
the near-term evaluation of factors that potentially impact the Company's 2023 resource
needs. The Scheduled Operation Date for both Prairie City PV (30 MW and Moore's
Hollow PV (42 MW) is September 30,2023. As such, any potentia! delays to those
projects would impact resources needs in2024 and beyond, not 2023. Both projects are
Iocated within ldaho Power's balancing authority area.
The response to this Request is sponsored by Jared Ellsworth, Transmission,
Distribution & Resource Planning Director, ldaho Power Company.
IDAHO PO\A'ER COMPANY'S RESPONSE TO THE F]RST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 1O
REQUEST FOR PRODUCTION NO. 9: \Mat is the contribution to capacity for
PURPA solar projects? That is, what percentage of a PURPA solar project's nameplate
capacity receives a capacity credit or payment? Please provide documentation for your
calculation.
RESPONSE TO REQUEST FOR PRODUGTION NO. 9: There is not a single
percentage applied to all PURPA solar projects that determines a capacity payment or
credit. Rather, ldaho Power currently has 19 active PURPA solar projects on its system,
each with an individually calculated capacity credit. Each of these projects receives a
monthly Heavy Load and Light Load Price that includes an Energy Component and
Capacity Component for the requested term. This price is specific to each project and is
based on the hourly generation profile submitted by the project. The Generation Profile
provides peak hour expected output and thus helps determine a Peak Hour Capacity
Factor specific to that Project.
The response to this Request is sponsored by Camille Christen, Resource
Acquisition, Planning and Coordination Manager, ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF ]DAHO POWER - 11
REQUEST FOR PRODUGTION NO. 10: At the top of page 29 of Mr. Ellsworth's
pre-filed testimony he observes that the "120 MW of battery storage was pursued and
procured a least cosUleast risk method of meeting the 2023 capacity deficit..." Please
explain whether the "120 of battery storage' is the least cosUleast risk method or whether
it is one of several possible (e.9. a least cosUleast risk) method of meeting the 2023
capacity deficit. Provide allworkpapers and other relevant supporting documentation to
your response. Please identify and itemize by major component (land acquisition, battery
units, interconnection, royalties, charging costs, etc. etc) the total expected cost of the
"120 battery storage' method of meeting the 2023 capacity deficit.
RESPONSE TO REQUEST FOR PRODUCTION NO. 10: As described in detail
in Company Witness Mr. Hackett's testimony, ldaho Power believes the procurement of
the 120 MW of baftery storage resulted in the acquisition of the Ieast-cost, least-risk
resources necessary and required to timely meet ldaho Power's resource needs and
continue to provide reliable and adequate service to the Company's customers starting
the summer o12023 and into the future. Please see ldaho Power's Response to Request
for Production No. 1 for the workpapers and supporting documents for the Company's
request in this case, including the known cost components of the 120 MW battery energy
storage systems.
The response to this Request is sponsored by Eric Hackett, Projects and Design
Senior Manager, ldaho Power Company.
IDAHO POVVER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 12
REQUEST FOR PRODUCTION NO. 1l: At page 18 of Mr. Hackett's pre-filed
testimony he states that ldaho Power has executed a contact with Powin Energy
Corporation for the purchase of BESS (baftery energy storage system). Please confirm
whether or not Powin Energy Gorporation is qualified to do business in the state of ldaho
as a foreign corporation. Please provide documentation for your response.
RESPONSE TO REQUEST FOR PRODUGTION NO. 1{: ldaho Power objects to
this request to the extent it mischaracterizes the provisions of Title 30, Chapter 21, Parl
5, ldaho Code.
Subiect to and without waiving the objections, the name of the legal entity that is
pafi to the subject contract is Powin, LLC ("Powin"), which is a Delaware limited liability
company. Upon information and belief, Powin is reviewing the registration and/or permit
requirements that may be applicable under ldaho law based on its contract with ldaho
Power and wi!! proceed accordingly. The Company will supplement this response as
appropriate.
The response to this Request is sponsored by Donovan Walker, Lead Counse!,
ldaho Power Company.
IDAHO POWER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER.13
REQUEST FOR PRODUGTION NO. 12: At page 13 of Mr. Tatum's pre-filed
testimony he states that the Company filed for an exception to the Oregon Resource
Procurement Rules on March 18,2022. What is the status of that application? Does the
Company anticipate an order in this docket before the Oregon application is ruled upon
or vice versa? Please explain the rationale for your answer. lf the Oregon Commission
denies the Company's application for an exception, is it the Company's plan to withdraw
this application?
RESPONSE TO REQUEST FOR PRODUCTION NO. 12: ldaho Power filed a
Notice of Exception of the Competitive Bidding Rules with the Public Utility Commission
of Oregon ("Oregon Commission"), detailing the circumstances related to a time-limited
opportunity to acquire a resource of unique value to the Company's customers. \ffhen
this exception to the Competitive Bidding Rules applies, pursuant to Oregon
Administrative Rules 860-089-100(4), the Company files a report with the Oregon
Commission explaining the relevant circumstances of the acquisition. The Oregon
Commission will not issue a ruling in response to the report.
The response to this Request is sponsored by Donovan Walker, Lead Counsel,
ldaho Power Company.
IDAHO POVVER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO POWER - 14
DATED at Boise, ldaho this 2nd day of June2022
t'*€drt\-
DONOVAN E. WALKER
Attorney for ldaho PowerGompany
IDAHO POVVER COMPANYS RESPONSE TO THE FIRSTPRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDA}IO POVVER.15
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 2nd day of June2022,l served a true and correct
copy of ldaho Power Company's Response to the First Production Request of the
lndustrial Customers of ldaho Power upon the following named parties by the method
indicated below, and addressed to the following:
.),1,o",*&r^J"
Stacy Gust, Regulatory Administrative
Assistant
IDAHO POI/VER COMPANY'S RESPONSE TO THE FIRST PRODUCTION REQUEST OF INDUSTRIAL
CUSTOMERS OF IDAHO PO\A'ER - 16
Commission Staff
Dayn Hardie
Deputy Attorney Genera!
ldaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg No. 8,
Suite 201-A (83714)
PO Box 83720
Boise, lO 83720-0074
Hand Delivered
_U.S. Mail
Overnight Mail
_FAX
FTP Site
x Email: Davn. Hardie@puc. idaho.qov
lndustrial Customers of Idaho Power
Peter J. Richardson
515 N.27th Street
Boise, ldaho 83702
Hand Delivered_U.S. Mail
Overnight Mail_FAX
FTP SiteX Email: [e-mail]
Dr. Don Reading
6070 Hil! Road
Boise, ldaho 83703
Hand Delivered
_U.S. Mail
Overnight Mail
_FAX
FTP SiteX Email: [e-mail]
ldaHydro
C. Tom Arkoosh
Amber Dresslar
Arkoosh Law Offices
913 W. River Street, Ste. 450
P.O. Box 2900
Boise, lD 83701
Hand Delivered
_U.S. Mail
Overnight Mail
_FAX
FTP SiteX Email:[e-mail]
Amber.d [e-mail]
Erin.cecil@arkoosh. com
BEFORE TFIE
IDAHO PUBLTC UTlLlrlES COIfiIU]]SSION
cAsE NO. IPC-E-22-1?
IDAHO POWER COIIilPANY
REQUEST NO. 1
ATTACHMENT NO. {
flrDroil?'GomD.0v
Uoti@ of lilftent
2021 A[-Soro lcquo t br Propos.b
n Lonmwcmpoy
P.O.Bu70
Bohr,lDGITOT
**"7
IdahoPowerClrmaqr Nouce oflnt€nt
TABLBOFGOTTHTTS
I.IIIIRODUCTIOIII I
Comparryr
CurrentState
NeedbrAction
I[ SI'PPI.EiIEf, TAL IilDONilATIOII
A
B.
c
TIL GEilEN.At ]T{FOnI|ATIOT
Costb Rerpond---..
Respondent to Confurrn with
Busiuecs Conduc Poltcy
Small Buriners and Smdl lXsadvanmged Eusiness Progam-...- -*--.........-...-..3
Puchadng Recutaions/Prchibited Technologr-* -.--.--...-.-....3Entireltatr
A.
B.
c.
D.
E.
I
1
2
Contact
Intentto Bid Requirements .---....-*-2
2
3
A-
B.
C
D.
E.
F.
G.
2
2
a
P.ae I
ldaho PowerC.ompany ltloticc of lnunt
I. INTRODUCNON
A. Purpoee
ldaho Power Comparly (IPC') is rcleacing this Notice of Intent fNOI') in andcipation of issuing multiple all-
sourtce requects for proposals inz0zl ("2021A.S RFPr").
B. Company Background
IDACORP, Inc. is a holding cumpaqy formed in 1998. Comprised of regulated aud non-regulatcd businesseq iu
origins lie with ldaho Power, a regulatcd elecric utility that began operatioru in 1916.
Today, IPC ir the largest rcgulated electric utility in the state of lddro end IDACORPs chief subridhry. IPC
semea oner 590,0fi) nesidentid, businees, agriculoual, and indusuial customeE. The compaq/a service arca
cqvers apprrximate$ 24,000 square mile8, lndudlng portions of eacte[r Orcgon. laam more about ldaho
Porver at !ry.idrbonoue&con.
C. Currcnt Stetc
tPC curent$ serves ite carstomers by cupplying low-cosg neliable and clean enefp. Affordable clean
lrydropowar ls tte laryest sounse of enelgl for ctstomers. Portur gemration Gomes from a diwrre ret of
lesounces drat continues to meet a growing demand. For a more detailed description of current gener:ation
resourres, please visit
D. NeedforAction
IPC's service teritoty continues to exper'ience custorDer grourth and an increasing demand (load) for
electricity. IFC anticipetes sustdned loed gronnh drat will requirc the prccurcment of new nesoursec to rnet
peak snmmer demand and maintain qrtcm reliability. Additiona[y, recent changes in the regional
nansmi$ion mar*eB have consrained the hnsmigriou systeru elfterrral b dre IPC senrice tenitory and
significantly iopacted the ability to import enerpr hom wectem mar*et hubs fiordelit/ery to IFC's system. The
addidon of new reaouroeE to meet pedr demand is crttical to ensture IPC can ondnue to reliabp meet the
growing deurands on its elecuical slruteru and oere its crrstomeru. The need for additional capaciqr resources
has been identified as early as Surnmer 2O23 at approdmately 80MlV, with peak deficits thet grcw to
apprcximatley'100 MW by Summer 2OZS.
E. lPtBs Pruposcd Action
IPCb proposed action includes the issuancr of public 2O21 All-Source Requects fur Pmposd that speclficdly
solicit proposds for additional resounoes to catisff IPCs resource needs and forecasted capacity deffcits. IPC
may accept multiple proposals representing a diverrity of recource qpes and bid stuctures to best sere
forecasted deficitg. IFC remaing frrlly committed to continuing b 8e!:ve cusbmers with reliable, affordable,
dean energr.
ldaho Power is seeldng the following r:souroe types, ineludlng but not limited to;
o Reuewebleo RenewableplusBatteryStorageo [owemissionNon-Renewable,with rcnewable remfitcapabilities. StanddoneBatteryStorageo PumpedStorageHydrco OtherResources as applicable
Prgr 1
lloticc of lntent tdaho PourcrComprny
II. SUPPLEMENTAT INFORMATION
A. Key Eyents and Datcs
IPC intends to issue an RFP as early as |une 30, 2021. Eadr request for propooal will inc{ude a more detailed
sdredule of key events and dates to meet the identified Need for Action.
B. Contect lnfiormation
ltroughoutthe duradon ofthe lnforurationgathering process, all questions, subnissions, rrsponses and other
communicatious concerning this NOI shall be rent to IFC via email at ReeourceNoll0idahomwnrrom.
C. lntentto Bid Requircmcnts
Reopondents shall rchrn the following completed documents, in an electonic copy to IPC via an email to:
RerourtcNoltDl&hopower-com no htertlran@ to be acrcepted as a lespoudent
inthe 2O21AS RFPs:
o AttachmentA - Intentto Bid form
In tbe case whene multiple facilities are being prcposed, pleare provide oae Atnchment A - lnmnt b Eid Form
for each faeiliry Beparate\y.
Upon rueip,t of dre aborre infomratioq IFC wlll provide aclorowledgement of receipt
III. GENERAT INFORMANON
A. Revisions to this NOt
The lnfornration specified in this NOt rcflectg tlrose prcrently luown IPC rccenec the ftht to v8ry, in detail,
the rcguircmentr and/or to make changes as neoessary. IPC also resewes the right to cancel or to rescind tbic
NOI or any further RFP pmcesses, in whole or in part prior to the execudon of s coni?ct, if any.
B. CosttoRcspond
Recpondent will abcort all cogts incurned in respondiry to this NOI, induding without limitatio& costs relatcd
to the prcpalation and pr:sentation of its nesporre. All materids submitted by the Respondent immediately
become the prcperty of IPC. Any exception will rcqulne written ageement by both parties prior to the time of
submlsgion.
c. Respondentto Conform with law
Respondent shall conform in all material nespects to all applicable laws, ordinances, rules, and rcgulations and
nothing in thit NOI shdl be constmed to requirc IPC or Respondent to act in a matrner contrery to law.
D. Buslness C.onduct Pollcy
In mspondiug to tfrie NOI, Respondent shall adherc to best business and ethical practices.
Recpondent ahdl adhere to IPC's Supplier Code of Conduct, available at W.idehg99ryg.f,qe
Peg2
l&ho PorerCompany l{oticc of lntem
E. Small Business and Small Disadvantated Business Program
IPC is committed to the implementation of a Small and Disadnantaged Business Program- It is the intent of IPC
drat smdl business concerns and small businesses owned and controlled by socially and economically
disadvantaged individuals heve the oppornrniqr to participate in the perforzrance of contracts awarded by IPC.
Consequently, we request that you indicate your eligibility as a small business based upon the rcgulations in
Title 13, Code of Federal Regulations, Pert 121. (lf in doubg consult tlre Small Business Admiuistmtion Office
in your area).
Eligibility as a small disadvantaged business is first based on eligibility as a small business, as noted above.
Second, the business must be maiority owrred (51 percent or morc) and contrplled/managed by socially and
economically disadvantaged person(s). The Small Business Administration designated the following gr,oups as
'ptesumed socially disadvantaged": Black Americans, Hispanic Americans, Native Americans. and Asian-Pacific
Arnericans. Other individuals may be found socidly disadvantaged and eligible for the pnogrrm on a case-by-
case basis. lfyou have any questions, please see 13 CFR 124.1-12+.L016 or contact your local Small Business
Administration of,fice.
F. Purchasing Restrictions/Prohibited Technology
Pursuautto SectionSS9(a)(1XB) ofthe John S. Mc€ain National DefenseAuthorizationActfor Fiscal Year 2019,
[Supplier/Contnctorl must be able to nepresent in its agreement with ldaho Power that [Supplier/Contraetorl
does not use or have installed any telecommunications equipmeng EBtenI or serwice (or as a substantial or
essential oomponent of aqy system or as or critical technolory of any system) made by any of the following
companieq or any subsidiary or affiIiate thereof (including companies with the same principal word in the
name, e.g., "Huawei" or "Hpera): Huawei Techuologres Company; ZTE Corporation; Hytera Communications
C,orporation; Hangzhou Hila,ision Digital Technologr Coripany; or, Dahua Technolory Company (collectively,
"Prohibited Technologf). Prohibited Technologr may includg but is not limited tq video/rnonitoring
surweillance equipment/seryices, public switclring and transmission equipnent private switches. cables. local
ar€a networks, modems, mobile phones, wireless deviccq landline telephonee, laptops, desktop computers,
answering machines, teleprinters, hx machines, and routers. Prohibited Technology does not include
tclecommunications equipment that cannot rcute or redirect user data uaffic or permit visibility irrto any user
data or packets that the eguipment transmits or haldles.
G. Entire NOI
This NOI and all Exhibits, Attachnrents, and Addendruns within are incorpomted hereiu by this refercnce and
rcpresent tlre final expression ofthis NOl. Only irrformation supplied by IPC in writing through the parties listed
herein or by this refer€nce made in the submittal of this NOI shall be ueed as the basis for the preparation of
Respondent's submittals.
AnachmentA - Intontto Bid Form
Pagp 3
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSI.ON
GASE NO. IPC-E-22-13
IDAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO.2
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-22-13
IDAHO POWER COMPANY
REQUEST NO. 1
ATTACHMENT NO. 3
3Effi
An DACORP Companv
GENERAL TERiIS AilD CoNDITIONS
GOODSAND SERVICES
'Supplief' as used in these General Terms and C;onditions - Goods and Serulces (the "General Terms and Conditions") means the party contracting with ldaho
Power Company to provide Gmds (defined below) and/or Services (defined below) to ldaho Pourer Company, and thce working for, with, or on behatf of that party.
Supplier is identified as "Supplie/ on the applicable ldaho Porver Company Purchase Order or Conhacl, as applicable per the heading on sudr document. "lPC" refers
to ldaho Power Company. The IPC Purchase Order or Contract, as applicable per the heading on such document, is refened to as the'Order.'The Order, these
General Terms and Conditions, and any other terms, mnditions, documents, or sdredules identified in the IPC Order, are mlleclively refened to 6 the "Contrac{
Documents" or "Agreement" and are hereby incorporated by this reference into these General Terms and Conditions. "Goods' and "Services' are intended to have
their broadest meaning; "Services" applies to all labor, professional, manual and technical, and other human resources, provided by Supplier in futfillment of the Order;
"Goods" includes, but is not limited to, Work Product, project deliverables identified in the Contract Documents, equipment, and materials. "Goods" and "Services' may
collectively be referred to herein as the "Work.' Supplier and IPC may also be referred to individually as a "Party' or collec'tively as the "Parties.'
1. AGREEMENTASTOTERMS
1 ,1 . The Order is an offer until accepted by Supplier. Supplier's acceptance of the Order is limited to acceptance of the express lerms contained in the Order
and related Contrac{ Documents, without modification. Supplie/s scheduling or shipment of the Work or commencement of performance of Services
identified in the Order, or Supplie/s signing of the 0rder, whichever occurs first, is an effeclive mode of acceptance of the Order and all terms set forth in
the Order and the other Contracl Doruments.
1.2. Any proposal for additional or different terms or any attempt by Supplier to vary in any degree any of the terms of the Order, whether in a document
preceding this Order not expressly agreed to in writing by IPC or in Supplie/s acceptance, is hereby objected to and rejected, and the Order shall be
deemed accepted by Supplier without the additional or different terms.
1.3. The Work provided by Supplier pursuant to IPC's authorization, but prior to the full exeolion of the Order and related Contract Documents, shall be
considered as having been performed subject to these General Terms and Conditions.
2, SUPPLIER'SRESPONSIBILITY
2,'1. Supplier agrees to perform the Order in accordance with the Contract Documents. Supplier agrees to provide sufficient resources as are necessary to timely
and efiiciently fulfill Supplie/s obligations under the Order and the Contract Documents, Supplier will furnish and maintain any and all federal, state, county,
and municipal licenses or permits that apply to the Work performed by Supplier.
2.2. Supplier agrees to promptly submit to lPC, in accordance with a schedule approved by lPC, appropriate quantities of drawings and specifications for
review and approval. Supplier also agrees to give IPC access at all reasonable times to Supplie/s facilities for the purposes of inspcting the Order and
Supplie/s performance.
2.3. Supplier agrees to designate an individual who will represent Supplier in all communications, transactions, and matters with IPC asociated with the
Order. When requested by lPC, such representative will be present, in person, at the site(s) where Supplie/s performance of the Order is being
conduc{ed.
2,4. Supplier will perform in compliance with reasonable and customary safety and work practices and applicable federal, state, and local laws, rules, and
regulations. Supplier is solely responsible for the training of Supplie/s employem, agents, and Subcontractors (defined in Section 30.10), and the safe
condition of the work site during performance of Supplie/s obligations under the Order.
2,5. None of Supplier's key personnel, induding, but not limited to, managers, supervisors, engineers, computer technicians, and othen integral to Supplie/s
performance of the Order and identified by Supplier in a bid or proposal or originally assigned to the performance of the Order may be withdrawn from the
performance of Services without prior notice and approval of lPC.
2.6. Supplier agrees to actieve Final Completion of the Work by the "delivery date" specified in the Order ("Completion Date"). lf no Completion Date is
specified in the Order or in the other Contracl Documents, then the dde of delivery and completion shall be six months from the date of lhe Order.
3, RESPONSIBILITY OF IPC
3.1. IPC shall have the right to revisr, test, inspect, approve, and accept documenb, Goods, and/or Services to be provided or performed by Supplier. lPCs
review, testing, inspection, approval, or acceptance of documents, Goods, or Services provided under the Order, however, shall not be deemed to relieve
Supplier of Supplieis responsibility for the technical adequacy of Supplie/s Work or performance of Supplie/s obligations.
3.2. Upn timely Final Completion, IPC will pay Supplier the Total (a defined in Section 5) designated on the Order and any other undisputed sums due for
properly approved Amended Totals, as set forth in the folloring Seclions 4 and 5.
4. CHANGES T0 THE WORK. IPC may, at any time, by issuance of a formal writlen amendment to the Order, modify the drawings, designs, specifications, project
tasks or deliverables, methods of shipment, packing, place of delivery, time for performance, of any other aspect of Services, or provide for additions or reductions
from the Order. Supplier agrees to promptly proceed with such changes. The changes are subjec{ to these General Terms and Conditions. lf IPC's written request
causes a material change to Supplie/s scrpe of Work and causes Supplier to incur additional cost that cannot be overcome by mitigation ("Change"), hen an
equitable adjustment will be made to the Total, the delivery schedule, or the Completion Date, whichever IPC reasonably determines to be appropriate; provided,
however, that Supplier shall waive Supplie/s right to an equitable adjustment if Supplier fails to advise IPC in writing ol a Change within 30 calendar days of the
occurence or event that caused the Change. ln addition, in the event Supplier requests an equitable adjustment for a Change, Supplier shall provide IPC a
detailed cost and scheduling analysis, in a form acceptable to lPC. Supplier acknowledges and agrees that any increase in Supplie/s' price for the Work in
IPC General Terms and Conditions LGL 082 (411212021)
Page 1 of 10
accordance with any Change agreed to by both Parties pursuant to a written amendment to the Order includes all applicable taxes and cosb, including but not
limited to, overhead, profit, and markup.
5. COilPENSATION. BILLING. AilD PAYMENT
5.1. Thetotal amountofcompensationtobepaidforanOrder(the'Total') isidentifiedasthe"Total ThisP.O."ontheOrder.ChangctotheTotal maybe
made only as set forth in Section 4, and each approved change to the Total will be confirmed in writing by IPC and is refened to herein as an 'Amended
Total." lf the Order is other than on a fixed price basis, the rates and pricing schedules, which will be the basis of unit-priced compensation, will be
identified in the Order. Unless othenrise specified in the Contract Documents, payment of the Total is payment in full for all Wo* identified in the Contracl
Documenb, and for such other labor, supervision, consulting, materials, equipment, and any and all other chaqes within the scope of or reasonably
inferable fiom, the Contrac{ Documents.
5.2. Billing:
a. With the exception of an Order which the Parties have agreed will be paid by lump sum, Supplier will submit an invoice not more frequenUy than
every 30 days for compensation for that percentage of the Total or Amended Total provided or performed by Supplier in the previous calendar month
(based on the percentage of work completed relative to the Total), less any required retainage or withholding required by lPC. Supplier will not
submit invoices in excess of the Total or Amended Total. IPC may withhold from any payment any damages, backcharges, or daims incurred or
reasonably anticipated by IPC to the extent caused by Supplier.b. Unless the Contrac{ Documenb provide otherwise, each invoice will separately identify and itemize Goods and SeMces, and shall include not less
than the following information, as applicable: (i) Supplier name; (ii)the Supplier Order number; (iii) the IPC Purchase Order number, (iv) IPC Contact:
name; (v) Ship To: name; (vi) Remit To: name; (vii) percentage of Order completed and milestones achieved; (viii) Goods/Service/tasUdeliverable
description as per the Order; (ix) individuals performing Service for which hourly rate are charged; (x) numbers of hourc rvorked; (xi) hourly billing
rate; (xii) uniUrate description, including uniUrate cost and quantity; (xiii) any freight cosb paid, (xiv) invoice Total, and (xv) allfederal, state, and local
taxes imposed upon or on account of such sale, together with any other information reasonably requested by lPC.c. Supplier will be paid reimbursable expenses incurred by Supplier only where specifically provided in an Order and only if the types and amounts of
each expense (i) are remonable and ordinary and customary reimbursable expenses; (ii) are billed to IPC within 60 days of being inarned by
Supplier; and (iii) receipts are provided with the invoice for the expenses.d. lf Supplier does not invoice IPC for Goods delivered or Services performed, or expenses associated therewith, within six months after Supplier
complets all Work under the Order, Supplier waives all right to payment.
5.3. Upn approval of Supplie/s invoice by lPC, IPC will pay all nondisputed amounts within 30 days of receipt of the invoice, provided however, that any IPC's
payment is not due unless Supplier is in compliance with all provisions of the Contract Documents, including without limitation, all applicable insurance
requirements set forth in Section 12 belor. To the extent IPC disputes or finds deficient any part of or the entire invoice, Supplier will be notified and may
be required to provide IPC with such documents and information as IPC may request for the purpose of resolving issues in disputed invoices. Payment of
an invoice shall not constitute acceptance of the Work and shall be subject to adjustment for enors, shortages, defecb in the Work, damage to IPC for which
Supplier is partially or wfiolly responsible, or other failure of Supplier to meet the requirements of the Order, and shall not be deemed a waiver of IPC's right
of inspec,tion prior to acceptance of Work.
5.4. Payment for any Work shall not be deemed an acceptance thereof. Nothing in these General Terms and Conditions will be interpreted to mean that IPC ha
waived any of ib rights or remedies under the Uniform Commercial Code, m amended from time to time.
6. DELIVERY OF WORK. IPC may inspect Work delivered under an Order and may reject any or all of the same if IPC determines, in its discretion, that all or any
poffon of them are defective or nonconforming. ln addition to other righb and remedies available to lPC, rejected Work may be returned to Supplier at Supplie/s
expense. ln such case, IPC may charge Supplier all expenses of such examination and inspection, including, but not limited to, charges relating to repackaging
and reshipping defective or nonconforming Work. Notwithstanding anything to the contrary in the Contract Documents, in the event IPC receives Work whose
defects or nonconformity is not apparent on examination, IPC reserves the right to revoke acceptance, or require that Supplier replace the defective Work, which
shall not be in limitation of any other rights or remedies availableto IPC upon Supplie/s breach of this Agreement. Nothing contained in the Order relieves Supplier
in any way fiom Supplie/s obligation of testing, inspeclion, and quality control, and shall not be in limitation of IPC's right to reject defective or nonconforming
Work.
7. FINAL PAYiIENT
7.1 . The flnal payrnent by IPC will be made within 30 days of Final Completion. 'Final Completion' of an Order will occur at the earliest time at which all of the
following have been determined by IPC to have been completed:a. All Goods and Services specified in the Order have been timely delivered and completed, as applicable, in accordance with the Contract Documents;b. All deliverables, reporb, materials, work product, and equipment related to the Work are satisfactory to lPC, are operational, and have been
completed, provided, and/or installed in accordance with the Contracl Documents;c. Any and all performance tests or revielw designated by IPC have been completed to IPC's satisfaction;d. All systems are readyforstart-up;e. All 'punch list" and deficiency items have been mmpleted per IPC's specifications;f. All documents, data, work product, and wananties m may be required by the Contract Documents have been provided to IPC;
S. Supplier h* provided Supplie/s affidavit, if requested by lPC, that all indebtedncs connected with the Work rendered pursuant to the Order,
including but not limited to, payroll, payments to consulting professionals, supplien, and others have been fully and finally paid or have provided
evidence of release of any and all liens and consent of surety (if applicable);h. All site/proiecl cleanup has been finalized; andi. Supplier has submitted an invoice representing Supplie/s final bill for the Order and marked it'Final lnvoice.'
7.2. The final payment will consist of any undisputed balance due to Supplier on the Order and any change made in accordance with these General Terms and
Conditions, and, if applicable, any retention or other withholding withheld by lPC. Tendering the final payment is deemed acceptance by Supplier of the
final payment. By accepting the final payment, Supplier releases all daims against lPC, except those expressly reserved in witing by Supplia prior to
acceptance of the final payment.
IPC GeneralTerms and Conditions t ,*i:{:{r"?r;I
7.3. Claims for money due or to become due ftom IPC shall be subject to deduclion or set off if Supplier owes or will owe money to lPC, whether Supplie/s
obligation relates to the Order or any other transaction between Supplier and lPC.
8. TIME lS OF THE ESSENCE. Time is of the essence in the performance of Supplie/s obligations pursuant to the Order. Supplier shall comply with all schedule
requirements set forth in the Contracl Documents, and shall provide a schedule for the performance of the Work if requested by IPC and in a form requested by
lPC. The Total to be paid to Supplier for the Order is based, in large part, upon Supplie/s informed representation to IPC that Supplier has the expertise,
manpower, equipment, materials, and all other resources necessary to complete the Work called for in the Order and as set forth in Sec{ion 2.6. Without waiving
any other right or remedy it may have, if IPC determines that Supplier has failed or may fail to timely perform Supplie/s obligations required by the Contract
Documents, IPC may direct Supplier at Supplie/s expense to accelerate performance through initiation of such memures as shall be reasonably requested by
lPC, which Supplier agrees to promptly undertake. Supplier agrees that an Order may contain liquidated damages. ln the event the Order contains liquidated
damages, Supplier agrees that liquidated damages are not a penalty, but rather represent a reasonable estimate of aciual loss and damages that IPC will suffer
by reason of Supplie/s failure to complete the Work in accordance with the Contracl Documents.
9. SHlPilEilT. Unless othenrise expressly stated on the Order, freight cost is not included in the Total and shall be identifled separately (if applicable) on the invoice
to lPC. The means of shipment and location to which goods are to be delivered will be identified on the Order. lf not so identified, shipment will be made F.O.B.
Destination. IPC shall be responsible only for the actual and standard cost of freight incurred for delivery of goods in the manner set forth in the Order. Any
increases to standard freight msts, such as expediting, shall be paid by Supplier, unless othenrise approved in writing by lPC.
I(). INTELLECTUAL PROPERW INDEi,!NITY
10.1, Supplierrepresents andwanants that all Worksupplied underthis Ordershall not infringe on anythird party's patent, copyright, tradesecret, trade name,
trademark or service mark, or other proprietary dght. Supplier shall at Supplie/s own expense defend, indemnify, and hold lPC, its officers, direclors,
agents, representatives, employees, customers, and usens of IPC's Goods and Services harmless for, from, and against any and all claims, allegations,
liabilities, damages, and expenses (including attomeys'fees) arising out of, or relating to, any claimed infiingement of patents, copyrighb, trade secreb,
trade names, trademarks, service marks, or other proprietary right in connection with Work supplied by Supplier under the Order.
'10.2. ln case IPC is not able to use Supplie/s Work, or any part or component thereof, due to actual or alleged infringement, Supplier shall immediately either:
(a) procure for IPC the right to continue to use such Work or replace it with suhtantially equivalent non-infringing Work; or (b) modify such Work so that it
becomes non-infringing.
11. PROPRIETARYRIGHTS
1 1.1 . Supplier agree that all writings, drawings, designs, copyrightable material, inventions (whether or not patentable), improvemenb, discoveries,
developments, and all works of authorship created by Supplier in performance of the Work hereunder, including all worldwide righb therein under any
patent, copyright, trade secret, confidential information, or any other intellectual property right (colleclively "Wo* Produc{'), are the sole property of lPC.
Supplier immediately and automatically msigns to IPC all right, title, and interest in and to all such Work Product, and shall perform such further acts
needed to transfer, perfect, and defend IPC's ownership of the Work Product. Supplier shall require Supplie/s Subcontracton to execute written
assignments of Work Producl to effect such assignment.
11.2. To the extent that Supplier or third pailies retain ownership rights in materials delivered with the goods, or upon which the Work Product is based, Supplier
hereby granb to IPC an inevocable, worldwide, non+xclusive, royalg-free right and license to make, have made, modify, use, distribute, publicly perform
or display, sell, offer to sell, and import such materials. Supplier hereby wanants that Supplier owns or has acquired rights in all such intellectual property
necessary to grant the licenses and intellectual property rights set forth in this Section 1 1.
I2, INSURANCE
12.1. Supplier, at Supplie/s own expense, shall procure and maintain, during the term of performance of Supplie/s obligations pursuant to this 0rder, the
following types of insurance with limits as specified:a. Wo*efs hnpensation /nsurance shall be at statutory limits and shall comply with the laws of the state in which the Order is being performed. A
waiver of subrogation in favor of IPC shall be included.b. Empbyer Liability lnsunnce of not less than $1,000,000.c. Adomobile Liability lnsurance with a combined single limit of at least $2,000,000 covering all owned, non-owned, or hired automobiles used in
connection with the Services. Bodily injury and property damage liability limits shall be each accident mmbined single limit. An endorsement shall be
issued naming IPC as an additional insured.d. CommercialGenenl Liability /nsurance with a combined single limit of not less than $2,000,000 each occunence and in the aggregate, combined
single limit. The insurance shall include coverage for contractual liability. An endorsement shall be issued naming IPC as an additional insured.e. Professional Liability (Errors & Omrssrbn) /nsurance with a limit of not less than $2,000,000 (this coverage is required when professional services are
provided under the Order).t. Cargo and Property lnsurance. lf Supplier, Subcontractor at any tier, or their respective agents or employees are transpoffng and/or storing IPC
materials or equipment, Supplier shall provide Cargo lnsurance and/or Property lnsurance (* applicable) covering physical loss or damage, naming
IPC as Loss Payee, arising out ol or in connection with, any loss associated with transportation or storage of IPC equipment or material while in the
care, custody, or control of Supplier (or its Subcontractors at all tiers). The declared value of the Cargo and/or Property lnsurance shall be based on
the replacement value of the property in question.
S. Contraclors Pollution Liability /nsurance with limits of no less than $2,000,000 per occurrence and $2,000,000 aggregate dedicated to the Work as
described in the Contract Documents. lf 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 plicy 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
ldaho statute of limitations existing on the Effective Date for polential 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 Contract Documents related to
claims, losses, demands, expenses, suits, judgments, penalties, fines and costs, including without limitation, investigative costs, seftlement costs,
court cosb, and attomeys' and expert witness fees and expenses (ii) coverage for any demands for environmental cleanup costs related to
Contraclor's Work under this Agreement, (iii) mverage for the presence, discharge, dispersal, releme or escape of smoke, vapors, soot, fumes,
IPC GeneralTerms and Conditions ,". rf#3r3?i?
acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants, mntaminants or pollutanb, 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 oamed, leased,
occupied or otherwise mntrolled by lPC, to the extent such Pollution Conditions are caused by Contractor, its employees, and agents, (iv) Coverage
for bodily injury, sickness, diseme, mental anguish or shock sustained by any person, including death, and medical moniloring, (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, bul 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 Transprtation and Nonowned Disposal Site (with no sunset clausdrestricted coverage term) (if applicable),
(v) Property damage to include Natural Resources Damage, and (vi) 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 fumish insurance
certificates, showing Contracto/s compliance with this section.
12.2. Supplie/s Subcontractors shall be required by Supplier under the lerms of any subcontracl to obtain like insurance coverage to that specified in
subparagraphs a, b, c, d, and e of Section 12.1 .
12.3. lnsurance mverage described above shall be canied wift insurance companies reaonably satisfac{0ry to lPC. Prio to Supplie/s commencement of
performance of the Order, Supplier will provide to IPC a certificate of insurance evidencing appropriate insurance coverage and naming IPC as an
additional insured as required above, along with a waiver of subrogation, as required by Section 12.1 above. These certificates will contain a provision that
coverage will not be canceled until at least 30 days prior written notice has been given to lPC.
1 2.4. Failure of the Supplier or any Subcontractor at all tiers to secure and maintain the insurance required by this Section 1 2 shall constitute a material breach
of the Agreement entitling lPC, 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 Supplier.
13. SUBCONTRACTING. lf Supplier causes any part of the Order to be performed by a Subcontractor, these General Terms and Terms and Conditions shall be
made applicable to such Subcontracto(s) and its officers, agents, and employees in all respecb. Supplier shall not, in any manner thereby, be discharged from
Supplie/s obligations and liabilities hereunder, but shall be liable for all acts and omissions of any Subcontrac'tor, its officers, agents, and employees. IPC shall
have the right, upon requ6t, to review and approve any Subcontracto(s). Upon request, copies of all subcontracts shall be furnished to lPC. Supplier shall be
solely responsible for invoicing and the collec'tion of payment from Supplie/s Subcontractors, and Supplie/s failure to obtain timely paymentfrom Subcontractors
shall not in any way affec{ Supplie/s obligations under the Contract Documents. Supplier and its Subcontractors shall comply at all times with FAR 52-2194,
Utilization of Sma/l Busrness Concems.
11. WARRANTY
14.1. Wanantv of Qualifications and Comoliance: Supplier represents and wanants that all statements and materials regarding Supplie/s qualifications to
prform the Order are true and conect and are not misleading or incomplete for any rearion. Supplier warrants and certifies that all items furnished and all
Services performed under the Order do and will comply with cunent applicable standards of the Federal Ocarpational Safety and Health Act and all other
applicable federal, state and local laws and regulations.
14.2. Wanantv of Title: Supplier warrants that title to all Work provided by Supplier will pass to IPC no later than the time of delivery and at such time will be free
and dear, except for amounts owing from IPC to Supplier punsuant to the Order, of liens, claims, security interesb, q enombrances of Supplier,
Supplie/s Subcontractors, material suppliers, and other entities daiming an interest in the Goods or Services provided under the Order.
14.3. Warrantv of Workmanshio and Qualitv: Supplier warrants that (a) the Work covered by the Order will be in exact accordance with the Order and related
Contract Documents and the description and specifications proMded by Supplier in marketing and technical material provided to IPC in relation to the
Order; (b) the goods will be free from defecb in material, design, and workmanship, new, and merchantable; and (c) Services will be performed with the
highest degree of professional skill and care of professionals in the same industry and consistent with IPC's intended results. Supplier further wanants that
any goods comprising computer hardvare or software, and supplied by Supplier; (i) are free from viruses, defects, disabling codes, software routines, or
hardware components designed to pamit (either automatically or through extemally applied controls) unauthorized access or allow the goods to be
disabled, have mntent erased, or otheruise be harmed (collec{ively, 'Contaminanb"), have been duly tcted to ensure that there are no such
Contaminanb, and are subject to recognized and appropriate release procedures induding the latest version of a proprietary virus detection software
package standard in the industry, and Supplier shall ensure that conesponding obligations are imposed on Supplie/s Subcontractors or agents; (ii) have
been obtained from a reputable and reliable software developer and not through any interest group or multiorganizational software sharing scheme, and
do not include any open sour@, freeware, or shareware; and (iii) will comply and fundion substantially in accordance with any related user
documentation.
14.4. lnsoection and Rioht of Access and to Accelerate Supplier agrees that IPC may perform inspections of Work being provided by Supplier in the course of
Supplie/s performance of the Order, including, but not limited to, inspection of any material, uork produc{, and equipment furnished by Supplier. Supplier
shall fumish access to Supplieis facilities to IPC and its agenb during standard business hours and at the locations requested by lPC, for the purpose of
carrying out such inspections. IPC shall not have any duty to make such Inspections, and any inspeclion by IPC shall not limit IPC's rights and remedies in
any way.
14.5. Prohitited Technoloov: Pursuant to Section 889(a)(1XB) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Supplier hereby
represents and wanants that Supplier 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 mmpanies, or any subsidiary or affiliate thereof
(including companies with lhe same principal word in the name, e.9., "Huawei' or'Hytera): Huawei Technologies Company ZIE 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 equipmenUservices, 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 redirecl user data traffic or permit visibility into any user data or packeb that the equipment transmits or handles.
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'14.6. Survival of Warranties: The foregoing wananties are in addition to all other wananties, expressed or implied, and shall survive any delivery, inspection,
acceptance, and payment by lPC. Supplie/s wananties shall be effective for the period of time either (a) set forth on the face of the Order, or (b) set forth
in a writing provided by Supplier or agreed upon by Supplier, or (c) 18 months from the date of final payment, whichever is greater. lf any Goods or
Services furnished hereunder do not meet the wananties specified herein, IPC may, at ib option: (i) require Supplier to correct, at no cost to lPC, any
defective or nonconforming Goods or Services by repair or replacement within seven days of notice to Supplier; (ii) retum such defective or nonconforming
goods at Supplie/s expense to Supplier and recover from Supplier the price thereof, together with any damages resulting there from; (iii) conect the
defective or nonconforming Goods or Services itself and charge Supplier with the cost of such conection; or (iv) accept the defeclive or nonconforming
Goods or Services at a reduced price.
15, TERMINATION: REiIEDIES
15.1. Termination for Cause. lf either Party materially breaches the Order or any Contract Document and the material breach is not cured within 10 calendar
days after the non-breaching Party gives the breaching Party written notice thereof, then the non-breaching Party may elect to terminate the Order and
any of the Contract Documents by giving the breaching Party written notice of the termination; provided, however, that if the nature of the breach is such
that it could not remonably be cured within the 10 calendar day period, then the non-breaching Paily may terminate the Order and any of the Contract
documents immediately upon providing written notice to the breaching Party. ln the event the Order contains liquidated damages, Supplier agrees that IPC
may terminate the Order under this Section 15.1 if IPC assesses liquidated damages in an amount equal to the liquidated damages cap, if any.
15.2. Termination for Convenience. Subject to Section 15.4(c) below, IPC may terminate all or any portion of the Order at any time and for any reason without
cause and without penalty by giving notice to Supplier.
15.3. Termination Uoon Bankruotcy or lnsolvencv Events. IPC may, by notice to Supplier, terminate in whole or in part the Order and any Contracl Document in
the event of suspension of Supplie/s business, Supplie/s insolvency, institution of bankruptcy, reorganization, or liquidation proceedings by or against
Supplier, the appintment of a trustee or receiver for Supplie/s property or business or any assignments by Supplier for the benefit of one or more
creditors.
15.4. Effect of Termination.a. ln the event of termination of an Order or Contract Document pursuant to Section 15.1, 15.2, or 15.3, all obligations of the Parties (other than those
obligations that expressly or by nature survive termination) shall terminate, Supplier shall promptly return lo IPC all IPC confidential information,
materials, files and other information specific to the Order performed for IPC in a form and format acceptable to lPC, as well as any partially
completed Work Producl. Upon requst by lPC, Supplier shall certify in writing that Supplier has returned all information obtained frorn lPC.b. ln the event of termination by IPC pursuant to Section 15.1, Supplier shall be liable for the Supplier Termination Paynent. For purposes of the
Contract Documents, 'Supplier Termination Payment" means the difference, if positive, between (a) the sum of (i) all cosb and expenses incuned by
IPC to complete (or cure deficiencies in) the Work under the 0rde(s) terminated by lPC, including compensdion for obtaining a replacement goods
supplier and replacement goods, and for obtaining any additional services required as a consequence of IPC's termination of the Order resulting
from Supplie/s material breach, (ii) all other reasonable costs, expenses and damages suffered by IPC a a result of such termination of the
Orde(s), including any additional ccts payable to the Supplier as a result of such termination by lPC, and (iii) all amounts previously paid to
Supplier under the Contract Documents with respect to such Work and terminated Orders, less (b) lhe Total.c. ln the event of termination by IPC pursuant to Section 15.2, IPC's liability shall be the lesser of: (a) actual non+ecoverable costs incuned by Supplier
that Supplier can demonstrate were properly incuned prior to the date of termination; or (b) the contract price per finished unit, dter giMng effect to
any discount to wttich IPC 'rvould othenrvise be entitled. ln the event of termination of any separate services specifically ordered, Supplier shall be
entitled to receive payment for mmplying Goods delivered and Services actually performed in accordance with the Contracl Documents, but only to
the extent there is no dispute or applicable ofbets or withholdings related to the Goods or Services. Supplier shall promptly refund all prepaid but
unearned monies to IPC and assign to IPC all subcontracts with Supplie/s Subcontractors, if directed by lPC. ln any event, Supplier shall not be
entitled to receive payment for Goods not delivered and Services not provided, or for cmts and expenses associated therarith.d. Upon receipt of a termination notice, Supplia shall, unless otherwise directed, cease Work and follor IPC's directions as to disposal of supplies and
Work in progress and finished Goods.e. OTHER THAN lN THE EVENT 0F TERMINATION DUE T0 IPC'S MATERIAL BREACH PURSUANT T0 SECTION 15.1, THE FOREGOING
STATES IPC'S ENTIRE LIABILITY FOR TERMINATION.
15.5. Termination Not Exclusive Remedv: Remedies Cumulative. The rights and remedies of IPC provided in this Section 15 shall not be exclusive and are in
addition to any other righb and remedies provided by law or in equity or in the Contract Documents. IPC's remedies shall be cumulative and remedies
herein specified do not exclude any remedies allored by law or in equity. Waiver of any breach shall not constitute waiver of any other breach of the same
or any other provision.
16. TITLE: RISK OF LOSS: IPC PROPERTY
16.1. Supplier wanants title to all Goods sold, Supplier bears the risk of loss or damage to the items purchased under this Order until they are delivered in
mnformity with this 0rder at IPC's delivery point, IPC has determined that they conform to the desoiption set forth in the Order (or expressly waives
nonconformity), and accepts the goods. Upon such acceptance by lPC, Supplie/s responsibility for loss or damage to the Goods shall cease, except for
loss or damages to the Goods that occuned prior to acceptance or that result from Supplieis negligence or misconduct.
16.2. All drawings, ailwork, data, material, supplies, equipment, tooling, dies, molds, fixtures, and patlerns fumished or paid for by IPC and used by Supplier or
Supplie/s Subcontractors shall be held at Supplie/s sole risk and, upon IPC's request, shall be returned to IPC in good condition.
17. ltlDEilNlF|CATIoN
17.1. Supplieragreesto indemnify, defend, reimburse, and hold harmless IPC and its successors and its andtheirrespectivedireclors, officers, members,
employees, representalives, and agents (collectively, the'lndemnities"), from, for, and against any and all allegations, claims, liens, losses, demands,
damages, expenses, suits, judgments, and coets of any kind whatsoever, including, without limitation, settlement costs, court costs, and attorneys' and
expert witness fees and expenses (collectively, "Damages"), whether actual or merely alleged and whether directly incurred or from a third party, arising
out of, or relating to: (a) Supplie/s (and, for purposes of clarity, those of Supplieis agents, Subcontraclors, and independent contractors) acts, negligence,
IPC General Terms and Conditions LGL 082 (411212021)
Page 5 of 10
omissions, or willful misconduct; (b) Work supplied hereunder; (c) a breach of any of Supplie/s representations, wananties, or covenants, or any other
term and condition of the Contract Documents; (d) a claim that any Goods or Services furnished hereunder infringe upon or misappropriate any patent,
copyright, trademark, trade secret, or other intelleclual property interest of another; (e) a claim of any lien, security interest or other enombrance made by
a third party or any Subcontractor at all tiers; or (f) a violation of federal or state law, regulation, statute, or ordinance. This indemnity shall apply without
regard to wtrether the Damages are based on breach of contract, breach of wananty, negligence, stric{ liability, or other tort. This indemnig shall survive
delivery and acceptance of the Work.
17.2. At the request of lPC, Supplier shall defend any action, daim or suit asserting a claim, which might be mvered by this indemnity. Supplier shall pay all
costs and expenses that may be incurred by IPC in enforcing this indemnity and defense agreement, including attomey's fees and costs ac,tually paid by
IPC.
17.3. lf IPC seeks indemnification from Supplier, IPC shall: (a) notify Supplier of the assertion of any claim; (b) provide reasonable assistance (at Supplie/s
expense) in connection with the defense; (c) be entitled to pr+approve any settlement; and (d) be entitled to, in the exercise of reasonable discretion, pr+
approve legal counsel selecied by Supplier.
IE. RECORDS
18,1. Supplier will maintain books and accounb of the costs relating to Supplie/s performance of the Order with generally accepted accounting principles and
practices for Supplie/s particular industry or profession. Supplie/s records will be kept in such a manner and in sufficient detail to clearly disclose the
nature and amount of Work provided by Supplier, msts pertaining to the Order, and the basis for charges or allocations to the Order.
18.2. Supplier agrees to retain all records and results of the Work performed under the Order for period of not less than three years after Final Completion. At
IPC's request, Supplier will deliver either the original or a copy of any and all field notes, investigative notes, tests, photos, records, calculations,
summaries, reporls, and records produced and collected by Supplier, Supplie/s agenb, employees, and Subcontraclors, in the murse of performance of
the Order.
18.3. IPC will have access at all reaonable times, during the performance of obligations under this Order and for a period of three years thereafter, and may
copy (including electronic copy) all of Supplie/s accounts and records pertaining or related to the Order for the purpse of verifying or reviaring the
quality, quantity, and Supplie/s progress of performance ol the Order, reimbunsable costs, amounts claimed by Supplier, and estimates of cost for fixed
rates, labor and material rates, and for any other reasonable purpose.
19. HAZARDOUS WASTE AND INDEMNIFICATION
19.1, For purposes of the Order, "Hazardous Materials' means any substance or material which is defined as or included in the definition of "hzardous
suhtanecs,'"hazardous wastes,"'hazardous materials," "extremely hazardous waste,"acutely hazardous wastes,''restricted hazardous waste," "toxic
suhtances," or 'knou,n to cause cancer or reproductive toxicity" (or words of similar import), petroleum products (including crude oil or any fraction
thereof), or any other chemical, substance, or material wttich is prohitited, limited, or regulated unda any federal, state, or local lar, ordinance,
regulation, orda, permit, license, decree, common law, or treaty now or hereafter in force regulating, relating to, or impsing liabilig or standards
conceming materials or substances knorn or suspecled to be toxic or hazardous to health or safe$, the environment, or natural resources.
19.2. Supplier shall not cause or permit any Hazardous Materials to be brought upon, kept, or used in or about IPC's premises without the prior written consent
of lPC, which shall not be unreasonably withheld provided Supplier demonstrate to IPC's satisfaction that such Hazardous Materials are necessary or
useful to the Work Supplier is providing under the Order and will be used, kept, stored, and cleaned up in a manner that complies with all laua regulating
any such Hazardous Materials so brought upon or used or kept in or about IPC's premises.
19.3. Supplier, on Supplie/s own behalf and on behalf of Supplie/s agents, representatives, and Subcontr*lors agree to indemnify, hold harmless, and defend
the lndemnitees from and against any and all Damages that any or all of the lndemnitees may hereafter sufier, incur, be responsible for, or pay out,
induding for personal injuries, property damage, or contamination of or adverse effects on the environment, arising out of or relating to the breach of any
of Supplie/s representations, covenants, or wananties set forth in the Order, or any of Supplie/s negligent aclions or omissions or willful misconduct in the
performance of the Order, or the violation of any law, ordinance, or regulation relatirg directly or indirec.tly to Hazardous Materials. Such indemnity shall
exclude Damages thd are the result of any negligent ac{ions or omissions or willful misconducl of $e lndemnities or their employees, fficers, owners,
directors, Subcontrac'tors, or agents. The indemnification obligations hereunder shall remain in force and effect dter termination of the Order.
20. GOVERNING LAWTVENUE. Enforcement and interpretation of the Contract Documents shall be governed by and construed in accordance with the laws of the
state of ldaho, notwithstanding its choice of law provisions. Exclusive venue for any enforcement or interpretation or other proceeding shall be in Ada County,
ldaho.
21. INDEPENDENT CONTRACTOR. Supplier agrees to perform the Order as an independent contractor. Nothing contained in the Contract Documents shall create
or be mnstrued as creating the relationship of employer and employee, or partnership, or joint venture between IPC and Supplier, or between IPC and any person
or persons employed or engaged by Supplier.
22. EQUALEMPLOYMENT.
22.1. During performance of Supplie/s obligations under the Order, Supplier agrees to comply with all applicable equal employment opportunity, small businas,
and affirmative action lals and regulations. lf applicable, Supplier and any Subcontraclor shall abide by the requirements of 4l CFR !$ 60-1.4(a),
60-300.5(a) and 60.711.5{a). These regulations prohibit discrimination against qualified individuals based on thelr status as protec{ed yeterans
or individuals with disabilities, and prohlbit discrimination against all indivlduals based on thelr 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 odgin, protected veteran status
or disabilig.
22.2.Tothe extent Executive Order 13496 applies to this Agreement or the Wo* performed hereunder, the text of 29 CFR Part 471, Appendix A to Subpart A
(a amended, modified, restated or supplemented from time to time) is hereby incorporated by reference into this Agreement as if set forth fully herein.
Supplier and any Subcontractor shall comply with all requirements set forth in 29 CFR Pxl 471, Appendix A to Subpart A.
IPc GeneralTerms and Conditions .". r}r"!1,3rr"?irJ
23. NON-ASSIGNABILITY. Neither the Order, nor any part thereof, may be assigned or delegated by Supplier, by opration of law or othenryise, without the express
written consent of lPC. Any aftempt to assign or delegate the Order will be void.
21. SURVIVAL. All terms in the Contract Documents relating to warranty, indemnification, confidentiality, and those provisions which, by their nature, survive
expiration, cancellation, or other termination of the Order, shall remain in full force and shall survive such expiration, cancellation, or termination of the Order.
25. ENTIRE AGREEMENT: AMENDiIENT. The Contract Documents, amendments thereto, and the exhibits, addenda, and schedules which are included in any one
or more of those documents, constitute the entire agreement between the Parties with respect to this Order, ln the event of any conflict or inconsistency between
this document and any other document mmprising the Contract Documenb, the terms and provisions set forth in these General Terms and Conditions, as
amended from time to time, shall apply. There are no oral or wriften understandings, representations, or commitments of any kind, express or implied, which are
not expressly described in the Contract Documents. Any other prior express or implied agreements executed or made, or understandings between the Parties,
that are not a part of the Contract Documents, with terms that conflict with the terms in the Contract Documents are superseded by the terms of the Contract
Documents. The Conhact Documents may not be modified other than by the method described in Section 4 of these General Terms and Conditions; any other
modification must be in writing signed by both Parties.
26. WAIVER. The ilghts and remedies of the Parties are cumulative and not alternative. Neither the failure nor any delay by any Party in exercising any right, power,
or privilEe under the Order 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 marimum e(ent permitted
by applicable law, no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and 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.
27. SEVERABILITY. Whenever possible, each provision and term of these General Terms and Conditions will be interpreted in a manner to be effeclive and valid,
but if any provision or term is held to be prohibited by law or invalid, then such provision or term will be ineffeclive 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 the General Terms and
Conditions. lf any of the covenants set forth in these General Terms and Conditions are held to be unreasonable, arbitrary, or against public plicy, such mvenants
will be considered divisible with respect to scope and time, and in such lesser scope or time will be effective, binding, and enforceable.
28. CONFIDENTIALITY. IPC and Supplier (as to information disclosed, the "Disclosing Party") may each provide the other Party (as to information received, the
'Receiving Party') with Confidential lnformation. "Confidential lnformation" means (a) all terms of the Contract Documents; and (b) all non-public, confidential, or
proprietary information (including without limitation, all IPC Data as that term is defined in Seclion 30 below) disclosed by the Disclosing Party to the Receiving
Party or its affiliates, or to any such Receiving Party's or ib affiliates, employees, officers, directons, shareholders, agenb, attomeys, accountants, or advisors
(collectively, "Representatives'), whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked,
designated or othenvise identified as "confidential') (in such cases where not so marked or designated, where it would reasonably be expected in the industry
that such information would be deemed confidential). Receiving Party agrees: (i) to use the Confidential lnformation only in connection with the Contract
Documents and permifted use(s) and maintenance of Goods and Services, (ii) to take reasonable measures to safeguard and prevent disclosure ofthe Confidential
lnformation, except to its employees, agents, or financing parties who have a need to know for the Receiving Party to perform its obligations under the Contract
Documents or to use and maintain Goods or Services, and (iii) that it will not disclose the Confidential lnformation to any person, firm or corpration, or use such
Confidential lnformation for any purpose other than as necessary to perform its obligations under the Contract Documenb or to use or maintain the Goods or
Services. Supplier shall not make any public announcement about the Contraci Documents or msociated transaction, including their existence, without prior
written approval by lPC. The obligations of this Section 28 shall not apply as to any portion of the Confidential lnformation that (i) is or becomes generally available
to the public other than from disclosure by Receiving Party, its representatives, or its affiliates; (ii) is or becomes available to Receiving Party or its representatives
or affiliates on a non+onfidential basis from a source other than Disclosing Party wtren the source is not, to the best of Receiving Party's knowledge, subject to a
confidentiality obligation to Disclosing Party; (iii) is independently developed by Receiving Party, ib representatives or affiliates, without reference to the
Confidential lnformation; (iv) is required to be disclosed by larr, a valid legal process, or a government agency; (v) is approved for disclosure in writing by an
authorized representative of Disclosing Party; or (vi) the Receiving Party discloses to its advisors for analytical purposes, provided that such financial advisors
are subject to an obligation as to confidentiality no less onerous than that set out in this Section 28. This Section 28 does not supersede, and shall be deemed to
supplement, any separate confidentiality or nondisdosure agreement signed by the Parties.
29. STANDARD 0F PERFORMANCE. Supplier agrees that the Work will be performed with the highest degree of professional skill and care of professionals in the
same industry and consistent with IPC's intended results.
30. DATA OWNERSHIP. DATA SECURITY. AND PHYSICAL AND ELECTRONIC PROTECTION. For purposes of the Contraci Documents,'lPC Data" means all
data and information, including but not limited to: 1) data regarding lPC, its customers or vendons (other than Supplier) that is eilher: (a) furnished, disclosed, or
otherwise made directly or indirectly available to Supplier or its Subcontractors at all tiers by or on behalf of IPC under the Contract Documents; or (b) collected
or created by Supplier in the course of performing the Order; and 2) all Critical Energy/Electric lnfrastructure lnformation ("CEll"), m deflned by the Code of
Federal Regulations, Title 18, Seciion 388. CEll includes both Critical Energy lnfiastructure lnformation and Critical Electric lnfrastructure lnformation. As used in
these General Terms and Conditions, Critical Energy lnfratructure lnformation means specific engineering, vulnerability, or detailed design information about
proposed or existing critical infrastructure that i) contains detail about production, generation, transportation, or distribution of energy; ii) could be useful to a
person planning an attack on critical infrastructure; iii) is exempt from mandatory disclosure under the Freedom of lnformation Act, 5 U.S.C. 55; and iv) does not
or proposed critical electrical infrastructure, generated by or provided to the Federal Energy Regulatory Commission ("FERC') or other Federal 4ency other than
classified national information, that is designated as critical electric infrastructure information by FERC or the Secretary of the Department of Energy pursuant to
section 21SA(d) of the Federal Porer AcL CEll 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 localions or design details, power plant facility design details,
geographic coordinates more specific than line routes and natural gas line locations or design details. IPC Data shall remain the sole property of lPC. Supplier
may not use IPC Data for any purpose other than to perform its obligations under an SOW. IPC Data may not be sold, assigned, leased or othenadse disposed of
or commercially exploited by Supplier.
30.1. Data Securitv. Supplier represents, wanants, and covenants to IPC that Supplier has developed and implemented, cunently has in place, and shall maintain
during the term of this Agreement a comprehensive information security program that includes administrative, technical, and physical safeguards and
I PC Ge ne ral rerms and Co nd iti ons r"r rti !{! 7 Z?r,rl
controls sufficient to; (i) ensure the security and confidentiality of IPC Data; (ii) protect against anticipated threats or hzards to the security or integrity of
such information; and (iii) protect against unauthorized access to, or disclosure or use of, all IPC Data that Supplier accesses, receives, stores, processes,
transmits, maintains, or possesses (collectively, "Security'). Supplier shall doarment its Searrity and all safeguards, procedures, and controls and keep
them cunent in light of changes in relevant technology and provide IPC with a copy of the same upon request and at no cost to lPC. Such Security shall
include, but not be limited to, the folloring:a. Supplier shall utilize industry-accepted firarralls, up-to{ate anti-virus software, and non endof-life operating systems;b. Supplier shall ensure access is mntrolled to the physical location of the hardware containing IPC Data;c. Supplier shall secure electronic access to Supplieis information systems containing IPC Data;d. Supplier shall store, process, and maintain any and all IPC Data on designated target servers that reside physically within the boundaries ofthe
United States;e. Supplier shall not transfer any IPC Data outside of ib network via unencrypted means;f. Supplier shall not process or transfer IPC Data to any unencrypted portable or laptop mmputing device, or any other unencrypted prtable storage
medium;
S. Supplier shall provide its workforce position appropriate cybersecurity awareness training, induding, but not limited to, an anti-phishing program;h. Supplier shall take measures to protect IPC Data against destruction, loss, or damage due to potential environmental hazards, such m fire and water
damage or technological failures;i. Supplie/s and Subcontractors' personnel may not access or store IPC Data on any personal or third party devices, including mobile devices, tablets,
or personally owned laptops, unless such devices have been configured with industry standard security and encryption features, which shall include
at a minimum remote wipe and remote shutdom capabilitia;j. Contractor shall use twofactor authentication for remote access to systems that access or store IPC Data.k. Supplier shall secure and prevent misuse of its orn email resources; andl. Upon lermlnation of the Order, Supplier shall require the destruclion or erasure of physical or eleclronic media containing IPC Data so that such
information cannot praclicably be read or reconstructed.
30.2. Comoliance with Data Protection Rules. Supplier shall oherve and comply with all applicable federal and state data privacy and data protection laua and
regulations that are now in effect or hereafter promulgated that are applicable to the Work provided by Supplier under this Agreement or any IPC Data that
Supplier controls, access, receives, stores, processes, transmits, maintains, or possesses in conneclion with the Work. ln addition, Supplier will comply with
all IPC's policies, standards, and data protection procedures in effect when the applicable Order is performed and shall sign and mmply with all IPC forms
related to the same.
30.3. lnformation Securitv Trainino. Supplier shall comply with IPC's infomation security requirements, policies, and procedures. Suppliers who require electronic
access to any network or information system owned by IPC shall complete IPC's online information security training. Supplier shall authorize only those
employees who are necessary for and directly involved in Supplie/s performance of its obligations under this Agreement, to have access to the IPC Data
(whether physically or through computer system access) and solely on a 'need to knor" basis (colleclively, "Authorized Persons'). Supplier shall not
authorize anyone other than Authorized Petsons to have access to the IPC Data at any time. Authorized Persons shall sign an agreement regarding
compliance with IPC's lnformation Security Standards, including without limitation, both electronic and physical access requirements prior to receiving
access.
30.4. Securitv Screenino. Supplier acknowledges and agrees that certain portions of IPC's premises may have restricted access and may require prior
authorization or an IPC designated escort to allottr Supplier access, Supplier further acknowledges and agrees that electronic access to any IPC network or
information system owned by IPC requires prior authorization by lPC. lf requested, Supplier agres to comply (and cause Supplier's agents and
Subcontractors to comply) and certify, at Supplie/s expense, with all IPC requkemenb, policies, requesb and procedures relating to physical access to IPC
property or (as applicable) eleclronic access to any network or information system owned by lPC, including, but not limited to, employee and Subcontractor
drug screening, seven year background ctecks, social securig number verification, and othersimilar procedures. No work can begin until these requiremenb
have been met.
30.5. Securitv lncident Resoonse Plan. Supplier shall develop and implement a'Response Plan," which shall be policies and procedures to address Security
lncidents. The Response Plan shall include appropriate provisions for mitigating the harmful effects of Security lncidents (defined below) and addressing
and remedying the occunence(s) to prevent the recunence of similar Security lncidenb in the future. The development and implementation of the Respnse
Plan shall follow industry standard practices, such r those that at a minimum are consistent with the mntingency planning requhements of NIST Special
Publication 80061 Reb. 4, lR-l through lR-10 as those standards may be amended. lmmediately upon leaming of a Security lncident related to the products
and Work provided to lPC, Supplier shall implement ib Response Plan and, within 24 hours of implementing its Response Plan, shall notify IPC in writing
of that implementation as described below.
30.6. Securitv lncident. Supplier shall promptly notify IPC if Supplier discovers or becomes aware: (a) that Supplier is not in compliance with or has violated any
of the requirements of these terms and conditions; (b) of any unauthorized disclosure or use of or access to IPC Data or any unauthorized intrusion,
penetration, or security breach involving Supplier systems that affects IPC Data or IPC's network or systems; or (c) Supplier initiates its Response Plan
(each of (a), (b), and (c) a 'Security lncident'). Any reasonably suspec{ed or confirmed Security lncident must be reported to IPC immediately via email to
[e-mail] and by telephone at (208)38&2927. Supplier acknodedges that in some instances, IPC has a reporting obligation to
regulators and other third parties in the event of an actual or suspecled Security lncident and that Supplie/s compliance with the foregoing notification
obligation is necessary for IPC's compliance with regulatory and legal obligations. Notification of an ac{ual or suspected Security lncident must include a
description of the nature of the event, the date and time of the event, suspec{ed amount of information exposed, steps being taken to investigate the
circumstances of the exposure and remediate or mitigate the Security lncident. Supplier shall provide written updates of the notice to IPC addressing any
new facts and circumstances learned after the initial written notice is provided and shall provide such updates within a reasonable time after learning of
those nar facb and circumstances. Supplier shall cooperate with IPC in lPCs efiorts to determine the risk to the bulk electric system posed by the Seqrrity
lncident. ln addition to all other remedies permitted under the Agreement and applicable law, Supplier shall be required to promptly remedy and mitigate
any damages, losses, or expenses caused by a breach in the security of Supplie/s systems that advenely impacts IPC and take all measures as may be
reasonably necessary to prevent any further Security lncident. Without obligating IPC to undertake any specific actions in the event of a Security lncident,
Supplier must cooperate with and assist IPC in its own investigation, analysis, and resolution of Security lncidents, including if requested by lPC, providing
breach notifications to individuals and regulatory and law enforcement agencies or providing support to IPC if IPC decides to deliver such notices. Supplier
shall provide IPC with details of the investigation and final disposition of the Security lncident relevant to the Services provided to IPC or which may impact
the confidentiality, integrity, or availability of such Work and of any IPC Data or systems. Supplier shall reasonably cooperate with governmental authorities
IPC General Terms and Conditions LGL 082 (411U2O21)
Page 8 of 10
and non{overnmental entities in any action or proceeding as may be deemed necessary by IPC as the result of such Security lncident. Within 5 calendar
days of a Security lncident, Supplier shall develop and execute a plan that reduces the likelihood of the same or a similar Securi$ lncident from occuning
in the future consistent with the requirements of its Response Plan and industry standards (e.9., NIST Special Publication 80G61 Rev. 2 and NIST Special
Publication 800-184, as may be amended) and shall communicate that plan to lPC. Supplier shall provide recommendations to IPC on actions that IPC may
take to assist in the prevention of recurrence, as applicable or appropriate. Within 5 calendar days of notifying IPC in writing of the Security lncident, Supplier
shall recommend actions to be taken by IPC on |PC+ontrolled systems to reducethe risk of a reolnene of the same or a similar Seority lncident, including,
as appropriate, the provision of action plans and mitigating controls. Supplier shall coordinate with IPC in developing those action plans and mitigating
controls. Supplier will provide IPC guidance, recommendations, and other necessary information for recovery efforts and long term remediation and/or
mitigation of cyber security risks posed to IPC Data, equipment, systems, and networks as well as any information necessary to assist IPC in relation to the
Securig lncident.
30.7. Notification to Affected Parties. Supplier will, at ib sole cost and expense, assist and cooperate with IPC with respect to any investigation of a Securi$
lncident, disclosures to affec{ed padies, and other remedial me€Eures re requested by IPC in connec{ion with a Security lncident or required under any
applicable laws related to a Security lncident. ln the event a Security lncident results in IPC Data being disclosed such that notification is required to be
made to any person or entity, including without limitation any customer, shareholder, or current or former employee of IPC or Supplier, under any applicable
la'ltn, including privacy and consumer protection laurs, or pursuant to a request or directive from a governmental authority, such notification will be provided
by lPC, except as required by applicable law or approved by IPC in miting. IPC will have sole control over the timing and method of providing such notification.
30.8. Unrelated Securitv lncidents. As used in this Section 30, "Supplieis Proprietary lnformation' means information and data that embodies a trade secret
owned or controlled by Supplier, or licensed to Supplier by a third party. ln the event (a) Supplie/s Proprietary lnformation, as such information relatm to
the producb and/or Work provided to IPC under this Agreement, has been corrupted or destroyed without authorization or has been accessed, acquired,
compromised, modified, used or disclosed by any unauthorized person, or by any person in an unauthorized manner or for an unauthorized purpose; (b)
Supplier knows or reasonably believes that an ac{ or omission has compromised or may remonably compromise the cytersearrity of the producb and Work
provided by Supplier to an entig other than IPC; or (c) Supplier receives any valid complaint, notice, or communication which relates directly or indirectly to
(i) Supplieis handling of Supplier Proprietary lnformation or Supplieis mmpliance with applicable law in connection with Supplie/s Proprietary lnformation
or (ii) the cyberrsecurity of the products and Work provided by Supplier to an entity other than IPC ("Unrelated Security lncident"), Supplier shall provide to
IPC a confidential report describing, to the extent legally permissible, a detailed summary of the facts and circumstances of the Unrelated Security lncident,
induding a description of (1) why the Unrelated Security lncident ocurred, (2) the nature of the Supplie/s Proprietary lnformation disclosed, and (3) the
measures being taken to address and remedy the occurrence to prevent the same or a similar event lrom occuning in the future.
30.9. Audit Riohts. Upon request, Supplier shall provide to IPC the opportunity to review a copy ofthe Supplieis policies, procedures, evidence and independent
audit report summaries that are part of Supplieis cyber security framework (e.9. 150-2700'1, S0C2). IPC or its third-party designee may, but is not obligated
to, perform audits and security tests of Supplieis lT or systems environment and procedural controls to determine Supplie/s mmpliance with the system,
network, data, and information securig requirements of this Agreement. Audib of Supplier shall be done with at least 30 calendar days advance notice.
These audits and tests will not unduly affect Supplie/s operations and may include coordinated securig tests, interviews of relevant personnel, review of
doq:mentation, and technical inspection of systems and networks as they relate to the receipt, maintenance, use, retention, and authorized destruction of
IPC Data. Supplier shall provide all information reasonably requested by IPC in connection with any such audits and shall provide reasonable access and
assistance to IPC upn request. Supplier will comply, within reasonable timeframes at its own cosl and expense, with all reasonable recommendations that
result from such inspections, tests, and audits. IPC reseryes the right to view, upon request, any original security repofis that Supplier has undeilaken or
commissioned to assess Supplie/s own network security. lf requested, copies of these reports will be reviared on sile at Supplie/s facility at IPC's expense.
Supplier will notify IPC of any such security reports or similar assessments once they have been completed. Any regulators of IPC or iF affiliates shall have
the same rights of audit as described herein upon request.
30.10. Subcontractors. To the extent that Supplier is permitted to engage Subcontractors to perform, or othenrise provide support to assist Supplier to perform,
any portion ofthe Work hereunder (each, a'Subcontractor'), then; (a) Supplier shall not share or disclose, or engage a Subcontractor to access, store,
process, transmil, orotherwise possess any IPC Data, unless and until such Subcontractor has agreed in writing to protecl IPC Data in a mannersubstantially
similar (but in any case no less restrictive) to that required of Supplier under the Agreement, and then only on a need-toknow basis; (b) Supplier shall cause
such Subcontractors to comply with the obligations and restrictions associated with substantially the same work, tasks, functions, and responsibilities
performed by such Subconhactors that are applicable to Supplier under the Agreement, including, without limitation, those obligations set forth in these
terms and conditions; and (c) Supplier shall remain responsible for the work, tasks, functions, and responsibilities performed by Subcontractors lo the same
extent as ff such work, taks, fundions, and responsibilities lrcre performed directly by Supplier and, for purposes of the Agreement, such uork shall be
deemed Work performed by Supplier.
30.1 1 . lndemnification. ln addition to any other indemniflcation obligation of Supplier set forth in this Agreement, Supplier shall indemnify, defend, and hold lPC,
IPC Affiliates, and its and their respective officens, directors, employees, representative, agents, successors, and assigns harmless from, for, and against
any Damages to the extent such Damages arise out of or in connection with: (i) a Security lncident (including a Security lncident by a Subcontractor); or (ii)
Supplie/s, or any Subcontractor's, failure to comply with the requirements of this Section 30.
30.12. lniunctive Relief. Supplier acknowledges and agrees that any breach or threatened breach of the obligations set forth in this Seclion 30 may result in a
substantial likelihood of irreparable harm and injury to lPC, for which monetary damages alone may be an inadquate remedy, and which damages may be
dfficult to accurately measure. Accordingly, Supplier agrees that in addition to any other remedies available, IPC shall have the right to seek to obtain
injunctive relief m well as other equitable relief allowed by the federal and state courb. The foregoing remedy of injunctive relief is agreed to without preiudice
to IPC's right to exercise any other righb and remedies it may have, induding without limitation, the right to terminate this Agreement and seek damages or
other legal or equitable relief.
30.13. Survival. The rights and obligations set forth in this Section 30 shall survive the expiration or termination of this Agreement for any reason.
31. SUPPLIER CODE OF CONDUCI. At all times during the term of this Agreement, Supplier agrees to comply with IPC's Supplier Code of Conduct, as revised
from time to time, available at www idahopower.mm/AboutUs/BusinessToBusiness/default.cfm.
32. DISPUTE RESOLUTION. Any dispute arising out of or in connection with the Conhact Documents shall, to the extent practicable, be settled amicably by
negotiation between the Parties represented by management of each Party, prior to either Pa(y taking legal action. Notwithstanding the foregoing, however,
either Party may seek provisional legal remedies if in such Party's judgment such action is necessary to avoid ineparable damage or preserve the status quo.
33. DISASTER RECOVERY AND BUSIi{ESS CONTINUITY. Supplier shall maintain commercially reasonable disaster recovery plans and procedures reasonably
calculated to fully restore all Work ('Disaster Recovery Plan"), including any wananty, maintenance, and support service, under this Agreement within 72 hours
I PC Ge nera I Te rms and Conditions rO, Or; :{:?r:rr; I
of the occlnence of a Force Majeure Event affecting any Supplier facility (including any facility of any Subcontractor of Supplier). As used in this Section 33,
"Force Majeure Evenf means any delay in performance hereunder caused by: fire, flood, earthquake, atypical elements of nature, riots, civil disorders, epidemics,
pandemics, rebellions or revolutions in any country, changes in governmental rule, laur, regulations, ordinances, permib, or licenses, relating to the Work,
discovery of undisclosed hazardous materials, or any other cause beyond the reasonable control of such Party and not reasonably anticipatable by such Party.
ln the event of a Force Majeure Event resulting in the loss by Supplier of any IPC Data or other components of Work provided to lPC, Supplier shall promptly
reprocess such data, resupply such Service mmponents, and r+perform the Work, as applicable, at no additional charge to lPC. lf Supplier 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 *sociated with such move, induding
procurement or shipment costs for components stored or used at a secondary location. All obligations of Supplier under this Agreement shall be fully reinstated
at the time that is 72 hours after the occunence of such Force Majeure Event even if such Force Majeure Event is then continuing, the intent being that it is
Supplier '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
Supplier facility, meeting all requirements in this Agreement, within 72 hours of the occunence of a Force Majeure Event affecting a particular facility. lf Supplier
does not restore Work within 72 houns, then IPC may terminate this Agreement upon written notice to Supplier.
34. PROHIBITED TECHNOLOGY. Pursuant to Section 889(a)(1)(B) ol the John S. McCain National Defense Authorization Act for Fiscal Year 2019, Supplier agrees
that it does not use or have installed any telecommunications equipment, system, or service (or a a suhtantial 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.9., "Huawei' or "Hytera): Huawei Technologies Company; ZIE Corporation; Hytera Communications Corporation; Hangzhou Hikvision Digital
Technology Company; or, Dahua Technology Company (ollectively, 'Prohibited Technology'). Prohibited Technology may include, but is not limited to,
video/monitoring surveillance equipmenUservices, public switching and lransmission equipment, private switches, cables, local area networks, modems, mobile
phones, wireless devices, landline telephones, laptopo, 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 visibilig into any user data or packets that the equipment
transmits or handles.
END OF GENERAL TERUS AND COiIDITIONS4OODS AND SERVICES
IPC General Terms and Conditions LGL 082 (411212021)
Page 10 of 10
BEFORE THE
IDAHO PUBLIC UTIL]TIES COMMISSION
GASE NO. IPG-E-22-13
IDAHO POWER COMPANY
REQUEST NO. 1
ATTACHMENT NO.4
ATTACHMENT B
Delay Liquidated Damages Provision
Supplier agrees and acknowledges that substantive economic damages and business risks and disadvantages
to IPC will result for failure of Supplier to perform its obligations under the Order on or before the agreed
upon delivery dates set forth in the Contract Documents (the "Completion Date"), and that the amount of
such damages are difficult or impractical to quantify. If Supplier shall have failed to deliver conforming
Goods and Services set forth in the Order on or prior to the Completion Date, IPC shall be entitled to reduce
or withhold from amounts paid or payable to Supplier under the Contract Documents a cumulative amount
equal to St I for each calendar day that the Goods and Services are not delivered in conformity with
the Order after the Completion Date. The total amount calculated by virtue of the application of the
foregoing is referred to as the "Delay Liquidated Damages."
In the event Delay Liquidated Damages are owed to IPC, IPC may, at IPC's sole discretion, require Supplier
to pay IPC the liquidated damages that are due and owing within 10 business days after IPC provides notice
to Supplier. Supplier 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 Supplier's
failure to timely deliver the Goods and Services in accordance with the schedule set forth in the Contract
Documents. 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 Contract Documents are held to be unenforceable, then Supplier agrees to pay to
IPC all costs, losses, and damages whatsoever (including loss of profit, loss of use and loss of production)
incurred by IPC arising from or in connection with the circumstances giving rise to the claim for the
payment of liquidated damages that has been made by IPC, which payments shall not be subject to any caps
on liability.
{00296128.DOCX; I }
BEFORE THE
]DAHO PUBLIC UTIILIT1ES COMMI,SS]ON
cAsE NO. IPC-E-22-13
]DAHO POWERCOM.PANY
REQUEST NO. 1
ATTACHMENT NO.5
SEE ATTACH ED SPREADSH EET
BEFORE THE
IDAHO PUBLIC UTILITIES COMM]SSION
cAsE NO. IPC-E-22-13
IDAHO POWER GOMPANY
REQUEST NO. 1
ATTACHMENT NO. 6
SEE ATTACH ED SPREADSH EET
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO- IPC-E-22-13
IDAHO POWER COMPANY
REQUEST NO. 1
ATTACHMENT NO.7
Questions/Answers
l.System use? lntraday load shaping. Assume 1 cycle per day year-round.
2. Target Date for lntent to Proceed and for Order with Battery lntegrator? TBD
3. What is the commercial operation date? 4l1rslz0zl
4. Location? Boise, ldaho
5. Are there any footprint restrictions? Assumed to be sited at an existing high voltage 138kv
substation.
5. Point of Demarcation (voltage rating? up to transformer high side? Up to switchgear?) The output
of the medium voltage transformer(s).
7. What is the construction scope? Delivery of batteries, inverters, development of system controller.
IPC to install, interconnect, and commission.
8. Engineering Scope (e.9. site drawings, grounding study, arc flash studyl TBD
9. What are the control requirements? ln accordance with IEEE-1547-2018 and including but not
limited to peak shaving, energy shifting and renewable firming.
10. Expected Charge/Discharge Schedule and Annual EnergyThroughput? 747.5 cycleslyear
maximum.
11. Power Capacity Requirements (operating temperatures? grid voltage sag? power factor?! 80 MW
at 40' C. Meet power factor requirements of IEEE-1547-20t8.
12. Energy Capacity Requirements and Planned Discharge/Charge Frequency? 320 MW-hourc at end
of life.
13. Should the 480Vac connection be considered the POI? lf not, please specify the POI voltage level?
lf the POI is 480Vac, will tdaho Power have an additional step-up transformer added when the
inverter is installed or is this a common bus voltage among allconnected inverters? Please assume
that the POI occurs at the high side of the medium voltage transformer. Assume this voltage to be
34.skv. The supplier shal! specify the necessary MV transformers that are best suited for the project.
Suppliers aren't limited to the listed 480vac.
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPG-E-22-13
IDAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO.8
SEE ATTACHED SPREADSHEET
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-22-13
IDAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO. 9
SEE ATTACH ED SPREADSHEET
tsEFORE THE
]DAHO PUBLIC UTIL]TIES COMM]SSION
CASE NO. IPC-E-22-19
]DAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO. 10
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPG-E-22-13
IDAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO. 11
BEFORE THE
]DAHO PUBLIG UTILIT]ES COMMIS-s]ON
GASE NO. IPC-E-22-13
]DAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO.12
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. IPC-E-22-13
IDAHO POWER COMPANY
CONFIDENTIAL
REQUEST NO. 1
ATTACHMENT NO. 13
SEE ATTACH ED SPREADSH EET