20160504Assignment & Assumption Agreement.pdf

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ENTROPY II{VESTMENT MANAGEMENT, LLC
14120 Ballantyne Corporate Place
Suite 400
Charlotte, NC 28n7
EN
May 3,2016
Idaho Public Utilities Commission
Post Office Box83720
Boise, ID 83720
RE: 1D Solar l, LLC - Case No. IPC-E-14-20
Greetings:
This correspondence is regarding the above-referenced case number. The Energy Sales
Agreement between Boise City Solar, LLC ("Boise City Solar") and Idaho Power Company,
dated July 17,2014 ("Agreement"), was approved by the Commission on November 14, 2014,
as stated in Order 33180.
The Agreement was subsequently assigned from Boise City Solar to ID Solar l, LLC ("[D
Solar") pursuant to the Assignment and Assumption Agreement ("Assignment") dated
September 17,2015 and enclosed herewith. Please accept this as notice of the Assignment.
Should you have any questions or need anything further, please contact me at 980-272-3610 or
[e-mail].
Sincerely,
R[CEIVED
rhis ASSr"ffiffffi xffiff:;::#fix ..o,,,'ffi:::,;l :: ll"
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entered into effective as of Z?/ - ,2015 (the "Effective Date"), U"t*eerrlggl$gtiflii$SfOru
CITY SOLAR, LLC, an Idatro limited liability company ("BCS"), and ID SOLAR 1, LLC, an
Idaho limited liability company ("ID Solar').
WHEREAS, BCS and Idaho Power Company, an Idaho corporation ("Idaho Power"),
entered into an Energy Sales Agreement ("ESA") dated as of July 17, 2014. Said ESA was
approved by the Idaho Public Utilities Commission ("IPUC') on November 14,2014, by Order
No. 33280 entered in Case No. IPC-E-14-20, to include the replacement Appendix E regarding
the applicable rates as submitted in Idaho Power's Reply Comments filed with the IPUC on
November 6, 2014, in case No. IPC-E-14-20, and the replacement pages 12 and 48, which
correct certain non-substantive clerical errors in the ESA, as submitted by letter dated October
14,2014, from Idaho Power to the IPUC and BCS. Idaho Power accepted a revised energy
profile as a Seller Adjustment of Estimated Net Energy Amounts within the ESA, and further
stated that it would not consider the specific Seller Adjustment of Net Energy Amounts to be a
Material Breach of the ESA, as more fully set forth in that July 17, 2015 letter; and
WHEREAS, BCS desires to assign the ESA and all rights thereunder to ID Solar, and ID
Solar desires to assume the ESA and all obligations thereunder; and
WHEREAS, paragraph 22.1 of the ESA requires written consent to the assignment of the
ESA.
NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agrce as follows.
1. BCS hereby assigns and transfers to ID Solar all of BCS's right, title and interest
in and to the ESA, and all benefits accruing thereunder. ID Solar hereby accepts such
assignment and assumes the obligations of BCS under the ESA accruing or arising on or after the
Effective Date.
2. Idaho Power hereby consents to this Assignment. Additionally, Idaho Power
hereby represents and warrants that, as of the Effective Date of this Assignment, the ESA is in
full force and effect, and no event which constitutes an event of default or which with the giving
of notice or the passage of time or both would constitute an event of default has occurred and is
continuing.
3. This Assignment shall be binding upon and inure to the benefit of the successors
and assigns ofthe respective parties hereto.
4. This Assignment may be executed in counterparts, each of which shall constitute
an original, and all of which shall constitute one agreement.
[Signatures Appear On Following Page]
IN WITNESS WHEREOF, this Assignment and Assumption Agreement was executed as
of the Effective Date.
BCS:
ID SOLAR:
IDAHO POWER:
BOrSE CITY SOLA& LLC
Title: Qrr.np-ai z.r-O t?slc/, <CAnAn\ J c
Name: SAxi rL vEasrys
Title: sp<-r(€-rArry
TDAHO POWER
By:
Name:
Title:
APPROVED AS TCI FOHM:
ldaho Puwer Liliral l]ouarmenl
rhis darc 't/slis -^DE{d,i
Name: 9U i t(VGr-etY w
ID SOLAR I, LLC
Assignment and Assumption Agreement - Signature Page