20200714Attach Commercial Energy Mgmt.pdf

AMENDMENT
to that certain
POWER PURCHASE AGREEMENT
Between
Commercial Energy Management, Inc.
And
PacifiCorp
This AMENDMENT (the “Amendment”), dated March 20, 2020, amends that certain
POWER PURCHASE AGREEMENT between PacifiCorp, an Oregon corporation
(“PacifiCorp”), and Commercial Energy Management, Inc., an Idaho corporation (“Seller”),
dated November 21, 1991 (the “PPA”). Capitalized terms used but not defined in this Amendment
shall have the meaning set forth in the PPA.
BACKGROUND
A. PacifiCorp and Seller entered into the PPA prior to PacifiCorp’s separation of its energy
supply and transmission functions as required by federal law and regulations. For this
reason, the PPA includes provisions that address both energy sales and interconnection
requirements.
B. The PPA is scheduled to expire by its terms on May 31, 2020, and Seller has expressed a
desire to continue to make sales from the Facility to PacifiCorp consistent with the
requirements of the federal Public Utility Regulatory Policies Act (“PURPA”), as
implemented in the State of Idaho.
C. Seller has demonstrated to PacifiCorp that the Facility remains a “Qualifying Facility” as
defined by PURPA and as implemented in the State of Idaho.
D. Seller and PacifiCorp are in the process of securing a new stand-alone interconnection
agreement that, once executed and all distribution system upgrades are constructed and
in-service, will replace the interconnection provisions in the PPA.
E. During the period that the necessary distribution system upgrades are being completed,
PacifiCorp and Seller have agreed to a limited extension to the term of the PPA, with
updated pricing for energy sales during the extended term of the PPA as described below.
AGREEMENT
PacifiCorp and Seller agree as follows.
1.The last sentence of Section 2.1 of the PPA is amended and restated to read as follows:
“Unless terminated earlier pursuant to the terms of this Agreement, this Agreement
shall expire upon the earlier of (i) the effective date of a new power purchase
agreement between PacifiCorp and Seller pertaining to the Facility; or (ii) March
1, 2021.”
2. Notwithstanding any provision in the PPA to the contrary, for the period beginning
June 1, 2020 through the end of the term of the Agreement, PacifiCorp shall pay Seller
as provided in Exhibit A to this Amendment for the energy output of the Facility
delivered to the Point of Delivery as adjusted for Losses.
3. Notwithstanding any provision in the PPA to the contrary, PacifiCorp shall not be
responsible to purchase the output of the Facility during periods that the Facility is
curtailed due to construction and completion of the distribution system upgrades called
for in the final, new stand-alone interconnection agreement between Seller and
PacifiCorp’s transmission function.
4. This Amendment shall be effective once signed and delivered by both PacifiCorp and
Seller and approved by the Idaho Public Utilities Commission.
5. All other terms and provisions of the PPA shall remain unchanged. Each party hereby
ratifies and confirms that except as expressly amended hereby, all of the terms,
conditions, covenants, representations, warranties and all other provisions of the
Agreement remain in full force and effect.
6. This Amendment shall be governed by and construed in accordance with the laws of
the State of Idaho (without reference to its choice of law doctrine).

7. This Amendment may be executed in multiple counterparts, each of which when so
executed and delivered shall be deemed to be an original and all of which taken
together shall constitute but one and the same instrument. Delivery of an executed
counterpart of this Amendment by electronic transmission (in .pdf form) shall be
equally as effective as delivery of a manually executed counterpart.

[signature page follows]

IN WITNESS WHEREOF, the parties below have caused this Amendment to be executed in their
respective names.
PacifiCorp
By: __________________________
Name:
Title:
Commercial Energy Management, Inc.
By:
Name: Maher F. Wissa
Title: President
#SVDF
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Bruce Griswold
2020.03.20 12:33:49 -07'00'
EXHIBIT A

Energy Rate

Energy Purchase Price = Energy Annual Rate * Monthly Peak Multiplier

Table 1: Energy Annual Rates
Year
Energy Annual Rate
$/MWh

Table 2: Monthly On-Peak/Off-Peak Multipliers

January 103% 94%
February 105% 97%
March 95% 80%
April 95% 76%
May 92% 63%
June 94% 65%
July 121% 92%
August 121% 106%
September 109% 99%
October 115% 105%
November 110% 96%
December 129% 120%

Where:
“Off-Peak Hours” means all hours that are not On-Peak Hours.

“On-Peak Hours” means all hours ending 07:00:00 through 22:00:00 MPT,
Monday through Saturday, excluding NERC designated holidays.