20230512PAC to Staff 18 Attachment 4 - Agreement.pdf

March 24, 2023

Joel Cook, Chief Operating Officer,
Bonneville Power Administration
905 NE 11th Ave.
Portland, OR 97208

Re: Agreement to Redirect and Reassign Transmission Service Agreements
Dear Joel Cook:
On January 18, 2022, Bonneville Power Administration (BPA), Idaho Power Company (Idaho
Power), and PacifiCorp entered into a non-binding Term Sheet, Contract No. 22TX-17207, (“B2H
Term Sheet”) setting forth the construction, ownership, operation, asset exchanges, and
transmission service agreements the parties intended to negotiate and execute, subject to various
conditions, regarding the proposed Boardman to Hemingway Transmission Project (“B2H
Project”), which includes installation of the Midline Series Capacitor. The estimated energization
date for the B2H Project is July 1, 2026. The parties negotiated the necessary contracts
contemplated in the B2H Term Sheet, including this letter agreement (“Agreement”) and an
agreement to address the installation of the Midline Series Capacitor, and on March 23, 2023, BPA
made a final decision to execute this Agreement and other contracts that BPA will be party to,
conditioned on the terms of those respective agreements.
This Agreement sets forth the rights and obligations of BPA and PacifiCorp with regard to the
renewal, redirect, and assignment of two BPA transmission service agreements as they may be
amended or replaced pursuant to Idaho Power’s Open Access Transmission Tariff (“OATT”) prior
to the energization of the B2H Project: Second Revised Service Agreement 324, for 100 MW of
service from Summer Lake to Kinport (“SA 324”), and Second Revised Service Agreement 342,
for 100 MW of service from Midpoint 500 to Kinport (“SA 342,” and together with SA 324, the
“Service Agreements”).
For the purposes of this Agreement, BPA and PacifiCorp may be referred to individually as a
“Party” and collectively as the “Parties.”
1. Term
(a) Effectiveness. Unless terminated pursuant to Section 1(b), this Agreement becomes
effective upon execution by the Parties and the satisfaction of all of the following
conditions: (i) satisfaction of all conditions precedent in the Joint Purchase and Sale
Agreement (“JPSA”) between PacifiCorp and Idaho Power to transfer certain
transmission facilities related to the B2H Project in accordance with the terms of
the JPSA, including the development, construction and energization of the B2H
Project; (ii) satisfaction of all conditions precedent in Point-to-Point Contract No.
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04TX-11722, Tables 250, 251, 252, 253, 254, and 255 in accordance with the terms
thereof; and (iii) satisfaction of all conditions precedent in the Network Integration
Transmission Service Agreements (“NITSAs”) between BPA and Idaho Power,
Nos. 23PX-10202 and 23PX-10203 in accordance with the terms thereof.
(b) Termination. This Agreement may be terminated by the Parties at any time upon
mutual agreement, and shall automatically terminate upon ninety (90) calendar
days’ prior written notice from a Party that (1) the B2H Project has been canceled
by Idaho Power and PacifiCorp; or (2) the NITSAs have been cancelled by Idaho
Power and BPA; provided, however, that if the non-terminating Party disputes the
termination of this Agreement under this Section 1(b) and has initiated the dispute
resolution process in Section 5(g) of this Agreement, then this Agreement shall
terminate in accordance with the resolution of the dispute resolution process.
2. BPA Responsibilities
(a) Renewals and Preservation of Priority Rights. BPA shall timely renew the Service
Agreements in accordance with Idaho Power’s OATT by the earlier of July 1, 2025
or the one-year right of first refusal notification period in Section 2.2 of Idaho
Power’s OATT and shall continue to timely renew the Service Agreements
thereafter as necessary and appropriate to ensure that at all times prior to assignment
to PacifiCorp under this Agreement, the Service Agreements shall (i) have a
contract term of at least five years and (ii) otherwise preserve the reservation
priority rights of the Service Agreements.
(b) Redirect Request Submittal. Upon energization of B2H, or such other time as
mutually agreed by the Parties, BPA shall submit requests to redirect service under
the Service Agreements on a firm basis as directed by PacifiCorp, which shall
include redirecting the points of receipt (“POR”) and points of delivery (“POD”) of
each Service Agreement such that the POR for each Service Agreement is Walla
Walla and the POD is Borah for a term of service to commence as close in time as
possible to B2H energization (“Redirect Requests”), provided however that BPA
shall not be required to submit the Redirect Requests while the then-current
estimated B2H energization date is or reasonably could be anticipated by BPA to
change. PacifiCorp acknowledges that BPA uses the Service Agreements to serve
its loads in Idaho and must retain rights to the service until B2H is energized and
service under the NITSAs commence. Any Redirect Request submitted by BPA
shall indicate BPA’s intent to convey on-going rollover rights to the redirected path.
(c) Redirect Request Processing. BPA shall promptly share with PacifiCorp as soon as
reasonably practicable any correspondence with Idaho Power that is relevant to the
Redirect Requests, including study reports, offers of service, counteroffers,
attempted challenges or preemptions, and response deadlines communicated by
Idaho Power.
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(1) BPA shall communicate to Idaho Power PacifiCorp’s response under
Section 3(b) by no later than the relevant response deadline provided in
Idaho Power’s OATT or otherwise communicated by Idaho Power.
(2) BPA shall not accept or reject an offer of redirect service associated with
the Redirect Requests except as directed by PacifiCorp pursuant to Section
3(b).
(d) Assignment of Service Agreements. Upon notification by PacifiCorp pursuant to
Section 3(b) that PacifiCorp will accept assignment of the Service Agreements as
modified by the Redirect Requests, BPA shall confirm the Redirect Requests with
Idaho Power and assign the Service Agreements, as modified by the confirmed
Redirect Requests, to PacifiCorp. Upon notification by PacifiCorp pursuant to
Section 3(b) that PacifiCorp will not accept assignment of the Redirect Requests,
or if PacifiCorp fails to notify BPA pursuant to Section 3(b), BPA shall not confirm
the Redirect Requests and the Parties shall coordinate in good faith to facilitate any
substitute redirect request that the Parties mutually agree shall be submitted by BPA
on PacifiCorp’s behalf.
(e) Termination of the Service Agreements or Third-Party Assignments by BPA.
During the term of this Agreement, BPA shall not terminate or cancel the Service
Agreements, submit any redirect request associated with the Service Agreements,
assign or offer to assign the Service Agreements to another party, or in any way
modify service under the Service Agreements absent written consent by PacifiCorp.
Notwithstanding the forgoing, BPA will not be required to seek prior written
consent from PacifiCorp to redirect the Service Agreements as necessary to account
for any outages on Idaho Power’s system; provided, however, that at all times, any
such redirect service shall be consistent with the requirements in Section 2(a).
3. PacifiCorp Responsibilities
(a) Payment of study costs. PacifiCorp shall reimburse BPA for all study costs, and
any applicable restudy-costs associated with the Redirect Requests submitted by
BPA in accordance with this Agreement. This provision shall survive termination
of this Agreement.
(b) Redirect Request Evaluation and Communications to BPA. PacifiCorp shall have
the right but not the obligation to accept any offer of service in response to the
Redirect Requests, including conditions associated with such service, that
PacifiCorp determines in its sole discretion to be acceptable. PacifiCorp shall
communicate in writing to BPA PacifiCorp’s decision to accept or reject any offer
of service in response to the Redirect Requests and otherwise respond to any
deadline or request for information by Idaho Power related to the Redirect
Requests, in each case, by no later than one (1) business day prior to the deadlines
provided in Idaho Power’s OATT or otherwise communicated to BPA (acting as
the Transmission Customer on PacifiCorp’s behalf) in writing by Idaho Power.
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(c) Payment of Service Agreement charges. If service under BPA’s NITSAs has
commenced before PacifiCorp has accepted assignment, then PacifiCorp shall
reimburse BPA for all costs BPA incurs, including reimbursement of rates and
charges assessed by Idaho Power, to preserve the reservation priority rights in the
Service Agreements in accordance with Section 2(a). This provision shall
survive termination of this Agreement.
4. Good Faith Cooperation and Coordination
BPA and PacifiCorp shall coordinate in good faith to facilitate the submittal and timely
processing of the Redirect Requests, including submitting a motion to intervene in support
of Idaho Power’s filings of the assigned Service Agreements as modified by the Redirect
Requests to the Federal Energy Regulatory Commission. Such coordination shall also
include, but is not limited to, BPA facilitating communications between PacifiCorp and
Idaho Power regarding the Redirect Requests.

5. Miscellaneous
(a) Amendments. No amendment of this Agreement shall be of any force or effect
unless set forth in a written instrument signed by authorized representatives of each
Party.
(b) Assignment. This Agreement is binding on any successors and permitted assigns of
the Parties. Neither Party may transfer or assign this Agreement, in whole or in part,
without the other Party’s prior written consent (such consent not to be unreasonably
withheld, conditioned or delayed), except that, after thirty (30) calendar days
written notice to the other Party, either Party may assign this Agreement to any: (i)
affiliate, (ii) successor in interest, or (iii) corporation or any other business entity
acquiring all or substantially all of the assets of the Party.
(c) Choice of Law and Forum. This Agreement shall be interpreted, construed,
enforced and implemented pursuant to Federal law. The forum for litigation arising
from this contract shall exclusively be a Federal court of the United States, unless
the Parties mutually agree to pursue arbitration.
(d) Entire Agreement. This Agreement constitutes the entire agreement between the
Parties and supersedes all previous communications, representations, or contracts,
either written or oral, which purport to describe or embody the subject matter of
this Agreement.
(e) No Third-Party Beneficiaries. This Agreement is made and entered into for the sole
benefit of the Parties and their successors and permitted assigns, and the Parties
intend that no other person or entity shall be a direct or indirect beneficiary of this
Agreement.
(f) Waivers. No waiver of any provision or breach of this Agreement shall be effective
unless such waiver is in writing and signed by the waiving Party, and any such
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waiver shall not be deemed a waiver of any other provision or breach (or subsequent
breach) of this Agreement.
(g) Dispute Resolution. In the event that either Party has a dispute that arises out of this
Agreement, such Party shall provide the other Party with written notice of the
dispute, which will be referred to a designated senior representative for each Party
for resolution on an informal basis as promptly as practicable after receipt of such
notice of dispute. In the event the designated representatives are unable to resolve
the dispute within thirty (30) calendar days of the other Party’s receipt of the notice
of dispute, such dispute may, upon mutual agreement of the Parties, be submitted
to arbitration. In the event the Parties do not agree to submit such dispute to
arbitration, each Party may exercise whatever rights and remedies it may have at
law. Each Party shall be responsible for its own costs incurred.
(h) Notices. Any notice or other communication related to this Agreement shall be
delivered in person, or with proof of receipt by email, First Class mail or overnight
delivery service. Notices are effective on the date received. Either Party may
change the contact information by providing notice of such change to the other
Party at the address below:
Portland, OR 97232
Attention: Vice President,
Energy Supply Management
Phone: [phone]
Email:
This Agreement may be executed in several counterparts, all of which taken together will
constitute one single agreement. Please electronically sign the flagged signature field in this
Agreement and return by email to [e-mail]. Alternatively, BPA may
print, sign, date, and scan this Agreement into a PDF file and return by email or send a paper copy
of this Agreement to one of the following addresses by the date stated above:

825 NE Multnomah Street, Suite 600

[signature page follows]

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Sincerely,
_________________________
Mike Wilding
Vice President, Energy Supply Management
ACKNOWLEDGED AND AGREED
BONNEVILLE POWER ADMINISTRATION
__________________________
Joel 'Cook
Chief Operating Officer

Joel D. Cook Digitally signed by Joel D. Cook Date: 2023.03.24 08:12:45 -07'00'