20191021Application.pdf

SEffi*"
RECEIVED
i0l9 OCI 2 | Pl{ h: 25
,', i, i,,'.n'frh\Bsrou
October 21 ,2019
VIA HAND DELIVERY
Diane Hanian, Secretary
ldaho Public Utilities Commission
11331 W. Chinden Boulevard
Building 8, Suite 201-A
Boise, ldaho 83714
Re Case No. IPC-E-19-34
NEEAAgreement for 2020-2024 - ldaho Power Company's Application and
Testimony
Dear Ms. Hanian:
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application. Please note that Attachment 2 to the
Application is voluminous and is being provided on a CD.
Also enclosed are an original and eight (8) copies each of the Direct Testimony
of Adam J. Richins and the Direct Testimony of Peter Pengilly filed in support of the
Application. One copy of each testimony has been designated as the "Reporter's
Copy,'' ln addition, a disk containing a Word version of both testimonies is enclosed for
the Reporter.
lf you have any questions about the enclosed documents, please do not hesitate
to contact me.
Very truly yours,
L-2.t-,I'%*Lt *.--
LDN/KKt
Enclosures
Lisa D. Nordskom
An toacoRP companY
LISA D. NORDSTROM
Lead Counsel
[e-mail]
P.:CEIVED
',ILCT 2l Pl{ tr: 25
Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
AUTHORITY TO FUND ITS CONTINUED
PARTICIPATION IN THE NORTHWEST
ENERGY EFFICIENCY ALLIANCE
THROUGH THE ENERGY EFFICIENCY
RIDER FOR 2020-2024.
APPLICATION
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APPLICATION - 1
LISA D. NORDSTROM (lSB No. 5733)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
' ,:,:..1.l
' ,' .l .:,1ii:SSlOi!
CASE NO. rPC-E-19-34
ldaho Power Company ("ldaho Power" or "Company"), in accordance with /daho
Code $ 61-502 and RP 52, hereby respectfully makes application to the ldaho Public
Utilities Commission ("Commission") for an order authorizing ldaho Power's continued
participation in the Northwest Energy Efficiency Alliance ("NEEA) for the period 2020-
2024 and that its participation be funded by the ldaho Energy Efficiency Rider ("Ride/').
ln support of this Application, ldaho Power represents as follows:
I. BACKGROUND
1. NEEA is a non-profit organization whose ongoing purpose is to maximize
energy efficiency in the Northwest via the acceleration and adoption of energy efficient
products, services, and practices through market transformation, NEEA's definition of
market transformation is the strategic process of intervening in a market to create lasting
change in energy efficiency. NEEA is funded by Northwest utilities, the Energy Trust of
Oregon ("EtO1,t and the Bonneville Power Administration ('BPA). This strategic
alliance is built around recognition that greater market transformation can be achieved
across Washington, Oregon, Montana, and ldaho by working in concert rather than by
working as individual states or organizations. From 1997-2018, NEEA has delivered
1,740 average megawatts ("aMW") of total regional energy savings, 582 aMW of which
are Net Market Effects energy savings.2 A summary of NEEA's regional savings and
ldaho Power's allocated portion of savings from 1997-2018 is included as Attachment 1
to this Application.
2. ldaho Power can better leverage its market transformation investment by
building on NEEA's pooled resources, suppliers, market research, and program design in
the four-state area. Because NEEA works in markets beyond ldaho Power's seryice area,
there is a greater likelihood that market change in ldaho Power's service area will be
rooted in a regional market. ldaho Power's participation in NEEA enables it to influence
the direction of NEEA's activities to bring direct benefit to its customers. From 1997-
2018, ldaho Power's allocated portion of NEEA savings was 371,527 megawatt-hours or
42.41 aMW.
3. When ldaho Power first began participating in NEEA in 1997, the
Commission required the Company to defer recovery of its expenditures. 3For the years
1 The Energy Trust of Oregon administers energy efficiency funds for Portland General Electric,
Pacific Power, Northwest Natural, Avista, and Cascade Natural Gas in Oregon.
2 Net Market Effects are savings associated with market change and not counted as locally incented
savings or baseline savings.
3 Order No 27045, Case No IPC-E-96-26
APPLICATION.2
1997-1999, the Commission authorized the use of revenue sharing funds to reimburse
ldaho Power for its contributions to NEEA. aln Order No. 28333 issued in Case No. IPC-
E-99-13, the Commission authorized ldaho Power to commit to continued participation in
NEEA for the years 2000-2004 using a reserve of revenue sharing funds. Since 2002,
the Commission has authorized the Company to recover the costs for Demand-Side
Management programs and NEEA participation from the Energy Efficiency Rider.5
il.'5202W2024 STRATEGIC AND B INESS PLAN
4. As set forth in the NEEA 2020-2024 Strategic and Business Plans ("Plan")
found in Attachment 2 to this Application, NEEA has two strategic goals inthe2020-2024
Strategic Plan: (1) transformation - sustain a portfolio of initiatives and support functions
that enable more cost-effective efficiency to occur sooner, in larger amounts and/or at a
lower cost than otherwise expected, and (2) operations - continuously improve
organizational culture and performance efficacy, ensure accountability and transparency,
and strive for innovation in service to the benefit of all stakeholders. Related to its
transformation goal, NEEA is pursuing market development initiatives for Heat Pump Hot
Water Heaters, Retail Product Portfolio, Super-Efficient Dryers, Luminaire Level Lighting
Controls, and Codes and Standards.
5. NEEA categorizes the savings it achieves into five categories: (1) total
regional savings, (2) baseline savings, (3) local program savings, (4) net market effects,
and (5) co-created savings created by NEEA and its utility partners working
collaboratively. Total regional savings are an estimate of savings associated with all
market changes in the region. Baseline savings are naturally occurring market changes
a Order No. 27877 , Case No. IPC-E-98-12
s Order No. 29026 (Case Nos. IPC-E-02-02 and IPC-E-02-03), Order No. 29784 (Case No. IPC-
E-04-29), Order No. 30740 (Case No. IPC-E-08-10), Order No. 3'1080 (Case No. IPC-E-10-04), and
Order No. 33210 (Case No. IPC-E-14-38).
APPLICATION . 3
without intervention from NEEA, BPA, ETO, or local utilities. Local program savings are
energy savings accomplished and claimed by BPA, ETO, and local utilities. Net market
effects are savings associated with market change and not counted by locally incented
programs or the baseline savings. Co-created savings are the sum of the net market
effects and local program savings.
6. NEEA's Plan sets forth how NEEA intends to deliver 360-500 aMW of total
regional energy savings utilizing approximately $159.4 million invested by regional
stakeholders. Based on its customer counts and energy sales relative to the region, ldaho
Power's funding share is approximately 9.2 percent or $14.7 million during the 2020-2024
cycle. Of the 360-500 aMW of savings forecast for 2020-2024, NEEA expects 70-100
aMW to be net market effects, and 115-'152 aMW will be co-created though NEEA and
its utility partners working collaboratively.
III. EVALUATION OF 2020-2024 PARTICIPATION
7. Understanding that "ldaho Power must demonstrate that customers
received a sufficient benefit from the Company's participation in NEEA" to receive a future
Commission determination that its use of Rider funds was prudent, the Company
evaluated the anticipated cost-effectiveness of NEEA's Plan. 6ln the testimony that
accompanies this Application, Senior Vice President and Chief Operating Officer Adam
Richins and Customer Research & Analysis Leader Peter Pengilly describe ldaho
Power's evaluation of its continued participation in NEEA and its negotiation of contractual
safeguards to ensure that the use of energy efficiency Rider funds for lhe 2020-2024
cycle is a prudent application of customer funds.
8. As part on the due diligence leading up to ldaho Power's funding of the
2020-2024 cycle, Mr. Pengilly was asked to analyze NEEA claimed energy savings with
6 Order No. 33210 at 6
APPLICATION - 4
respect to (1) the amount of NEEA savings attributed to codes and standards, (2)
allocation methodology of NEEA savings to ldaho Power customers, and (3) cost
effectiveness impacts of declining avoided costs. The analysis also evaluated if claimed
savings from NEEA's 2018 initiatives would be cost-effective using ldaho Power's
standard cost-effective analysis that is conducted for programs it administers directly. As
more fully described in his testimony, Mr. Pengilly identified potential concerns regarding
the amount of savings attributed to codes and standards, allocation methodology of
savings to ldaho Power customers, and cost-effectiveness impacts of declining avoided
costs.
IV. FUNDING AGREEMENT
APPLICATION - 5
9. Term and Termination. ln light of these concerns, the 2020-2024 Funding
Agreement ("Agreement"), included as Attachment 3 to this Application, contains
provisions in Section 2 that allow the Company to terminate NEEA funding if issues
related to cost-effectiveness impacting regulatory approval occur. The Agreement may
also be terminated early for cause or for convenience with 365 days' written notice to
NEEA. The Agreement is effective from January 1, 2O2O, and will expire on August 1,
2025.
10. Fundinq Amount. As detailed in Section 1 and Exhibit A to the Agreement,
and subject to regulatory approval per Section 2, ldaho Power has committed to fund
NEEA based on a quarterly estimate of expenses up to the five-year total direct funding
amount of $14,710,808. ldaho Power's direct funding share is 9.23 percent of NEEA's
$178,278,000 2020-2024 budget. Each NEEA member's funding percentage is based
upon four components: (1) a regional share of total customers, (2) a regional share of
energy sales,T (3) load growth forecast lor 2020-2024, and (4) a 40 percent cap on
increases as compared to the prior funding cycle. This funding percentage calculation
places a 12.5 percent weighting on the customer component and an 87.5 percent
weighting on the energy sales component. Load g rowth is assumed to increase at a rate
of 1 percent annually.
11. Reportinq.Under Section 3 of the Agreement, NEEA will deliver the
services necessary to achieve the five-year goals and objectives outlined in the NEEA
Plan. NEEA will develop an annual Operation Plan and associated budget that describe
how NEEA will pursue the five-year Business Plan goals and objectives, as well as key
activities that will be used to assess progress toward achieving them. NEEA will deliver
quarterly financial reports to the NEEA Board of Directors,s with copies of the quarterly
financial and annual status reports provided to all NEEA funders.
12. Metrics. Section 4 commits the initiatives in NEEA's 2020-2024 portfolio to
deliver 360-500 aMW of total regional energy savings, of which 115-152 aMW are co-
created energy savings to the region. NEEA will report ldaho Power's share of total
regional savings in proportion to its share of the five-year funding for NEEA for 2020-2024
at 9.23 percent, which will be adjusted for any optional programs that participants do not
fund.s ldaho Power's share of the total five-year regional energy savings will be assessed
for cost-effectiveness from a Total Resource Cost perspective. ln addition to ldaho
Power's share of total regional savings, NEEA will deliver an annual savings report
including any true-up for the calendar year by July 1 of the following year. Savings will
7 Based on 2016 EIA Form 861 data for retail customer and energy sales and Final Contract High
Water Mark (CHWM) Contract amounts for 8PA public power customers.
I ldaho Power has a representative serving on the NEEA Board.
e ldaho Power's funding commitment will not be affected by changes to other participants' funding
commitments. lf NEEA'S total funding commitment is reduced, ldaho Power's approved funding share will
be calculated and reduced accordingly.
APPLICATION .6
be reported by zip code where feasible both for achievements as a result of the 2020-
2024 investment, as well as for achievements during 2020-2024 as a result of prior
investments in NEEA.
13. Savinqs Audit With sixty days' written notice to NEEA, ldaho Power may
have a third party evaluate savings (including NEEA's cost to deliver savings) at its own
expense.
14.Fiscal Audit. As described in Section 4 of the Agreement, NEEA will retain
the services of an independent certified public accounting firm to complete an annual
financial audit and internal control review. Copies of each audit will be made available to
the NEEA Board of Directors and funders by August 1 each year.
V. MODIFIED PROCEDURE
15. ldaho Power believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under
Modified Procedure, i.e., by written submissions rather than by hearing. RP 201, ef seq.
lf, however, the Commission determines that a technical hearing is required, the
Company stands ready to present the testimonies of Mr. Richins and Mr. Pengilly that
accompany this Application and support the Application in such hearing.
VI. COMMUNICATIONS AND SERVICE OF PLEADINGS
16. Communications and service of pleadings with reference to this
Application should be sent to the following:
Lisa D. Nordstrom
ldaho Power Company
1221 West ldaho Street (82702)
P.O. Box 70
Boise, ldaho 83707
lnordstrom@ rdahopower. com
dockets@ idahooower. com
Theresa Drake
ldaho Power Company
1221 West ldaho Street (82702)
P.O. Box 70
Boise, ldaho 83707
td rake@idahopower. com
APPLICATION - 7
LI D. NORDST M
Attorney for ldaho Power Company
APPLICATION - 8
VII. REQUEST FOR RELIEF
17. The Company is committed to the pursuit of all cost-effective energy
efficiency and ldaho Power believes energy savings are occurring for its customers based
on NEEA's efforts in the Northwest region. The Company believes using energy
efficiency Rider funds for 2020-2024 cycle is a prudent application of customer funds, and
the newly negotiated safeguards included in the contract help ensure the Company can
terminate funding for the remainder of the funding cycle if further concerns regarding cost-
effectiveness materialize.
18. ldaho Power respectfully requests that the Commission issue an order
authorizing ldaho Power's continued participation in the Northwest Energy Efficiency
Alliance for the period 2020-2024, and that the Company's participation be funded by the
Energy Efficiency Rider.
DATED at Boise, ldaho, this 2lstday of October 2019.
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-19-34
IDAHO POWER COMPANY
ATTACHMENT 1
Market Transformation - NEEA 1997-20L8
ldaho Power Allocated Net Market Effect Energy Savings
Program Year Annual Energy (kWh)
Avg Energy
(aMw)
1997
1998
1999
2000
2001
2002
2003
2004
2005
2006
2007
2008
2009
2010
2011
2012
20L3
20L4
2015
2016
2017
20L8
1997-2014
2,to2,400
4,555,200
4,642,800
L2,789,600
9,69r,276
t2,925,450
11,991,580
13,329,OtL
t6,422,224
18,597,955
28,607,4rO
27,O24,279
L0,702,998
21,300,366
20,L6r,728
19,567,984
20,567,965
26,805,600
21,900,000
24,6t5,600
23,652,000
25,579,200
371,527
0.24
0.52
0.53
r.46
t.71
1.48
7.37
1,.52
7.87
2.12
3.27
2.40
t.22
2.43
2.30
2.23
2.35
3.06
2.50
2.87
2.70
2.92
42.4LMWh
Net Market Effects aMW Total aMW
NEEA Regional Energy Savings
1997-20L8 582 t,740
NEEA
Total
BEFORE THE
IDAHO PUBLIC UTILITIES GOMMISSION
CASE NO. !PC-E-19-34
IDAHO POWER COMPANY
ATTACHMENT 2
(Provided on CD)
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. |PC-E-19-34
IDAHO POWER COMPANY
ATTACHMENT 3
NOR'IIIWEST EIVERGY EII'ICIENCY ALLIANCE FI'NDING AGREEMENT
Funder Agr€ement #
N-EEAAgEemeflt#51095
'lhis Northwest Eaerry Efficiency Alliaace Funding .rgrcement C'Agrcement') is between ldaho Power
Company ("Funder") and Northwest Energy Efficiency A)liance, Inc., a nonprofit corporation ("NEEA'),
and is effective January l, 2020 (the "Effectivc Datc"). Fund€r and NEEA arc sometimes iadividually
refened to as a "Party'' and collcctively refered to as "Parties."
BACKGROLNI)
NEEA reprcscnts an alliance ofmore than 140 utilities and efficiency organizations working
on bchalf of more than 13 million energy consumers. This allia:rce funds the activities and
prograrns of ),IEEA, which is a fuel-neural non-profit organization dcdicatcd to accelerating
both etectric and nan:ral gas ensrgy emciercy. NEEA activities ar€ dircctcd by NEEA's
board of directors ("Board ofDirectors') and delcgated to and implemented by NEEA stafl
NEEA is a unique organiztion established to realize the benefits of energy efficiency that
individual firndcrs are not able to as easily or as elirciartly achieve oD their own.
Funder seeks to fund NEEA as describ€d hersin to benefit fron ils lelationship with NEEA
related to sustained improvemeut itr e!.ergy elficieucy and access to howledgc, new ideas.
expertise, improved market powcr, shared expeases, and shared risk.
Based upon the muhral promis€s exchangcd bctwcen them, NEEA and Funder agree as follows
L Cr cle 6 Core Funditrg.
NEEA sball deliver the goals and objecti!€s stated in the NEEA 2020-2024 Business Plau as
adopted by the Board of Directors on December 4, 20lE ("Activities'), which is attached
her€to and incorporated herein by this reference (the ' Business Plan').
The Cycle 6 Core Fundhg Schedule, which is attached hereto as Efibit A and incorporated
hereir by this reference, sets forth the total funding commitment for each entity fundilg ttre
Busiaess Plan ("Funder" or "Funders") and thc specihc funding corumitrnsnt, including the
payment and invoicing schedulc for Fuadcr. Funder agrees to provid€ funds to NEEA tbr
the Business Plan in accordance with the funding commitment and the palment and invoicing
schodule sa fonh il Exhibit A (the "Cycle 6 Core Funding").
2. Term end Tcrmination.
This AgreenreEt shall be cfTective as ofthe Effecti\e Date and will expire on August I , 20?5, unless
othcnrise termi.nated as set forth in the AgeemeDt. SPOS (d€fined in Section 7 below) may remain
in effect psst the expiratiotr or termination date of this Aglcanent.
Termiaatio,A..f_or [4q! oJ Bggulatol Anr,roval. With sixty (60) days' notice to NEEA"
Funder may: ( I ) reduce any ponion of its remaining Cycle 6 Corc Funding obligation that
Punder's public govcrning or regulatory body will not approve; or (2) termhate this
Agrcement ifno F,rtion of its remaining Cyclc 6 Core Funding obligation will be approved
Pagc I
NEEA Ageemeot No. 5 I 095
B
a
b
a
,{GR-EE:IIENT
by Funder's public goveming or rcgulatory body, NEEA shall refrrud atry porlioo ofthe
Cycle 6 Core Funding obligation that has been paid by Funder under quarterly invoices
that is for Actiyities to be re-ndered bcyond the t€rmination dat€.
b. Tglqi@tips&t.eaqgc. Either Party may terminate this AgrEeBeEt if the other Party
materially breaches this Agreement provided that (l) the Pady asserting the breach
providcs the brcaching Party with a detailed notice of the alleged breach and reasonable
couditions upon which the br€ch will be considered cured or mitigated, and (2) the
breaching Party fails to satisfactori.ly cure or mitigate the breach within forty-five (45 ) days
ofreceiving the notice ofthe allcged breach. Provided, however, the time period to cure or
mitigate the breach may be extended by au additional forty-five (45) days upon the
breaching Pady's written certification to the non-breaching Pady that (i) such breach is
reasonably capable of being cured or mitigsted within an additional forty-five (45) days,
aad (ii) it has commenced and is di[geDtly pursuing efforts to cure or mitigate such breach.
lf, upon expiration ofthe cure pcriods, the brcach is not reasonably cured or mitigated, then
the non-breaching Party may terminate this Agreement immediately upon providing
lyrittsn Eotice to the bre€ching Party.
Terminatioq for Chance in Brlaws. Funder may termhate this Agreement wilhin ninety
(9O) days ofa material change to NEEA's Bylaws with which FuEder does not approve, by
providing sixy (60) days' written nolice to NEEA.
d. Temiaaisa ql!eayf!&!c9. Futrdcr may elect to tsrmirale or suspend this Agreement,
in whole or h part, at 8ny tille without cause and without penalty, with three hun&ed
sixty-frve (365) days' witten notice to NEEA.
e. TenDlratio4-lor Lack ofSuffrciencr. Ifthe Board ofDirectors determines at any time that
NEEA has made insufficient progress in achieving objectives set forth i[ tho Business PlBn,
or that NEEA does not have suf-liciena firnds to operate or to mcet a.l.l objectives, Funder
may chooss to torminate or rcduce its Cycle 6 Core Funding obLigations. If the Board of
Directors votes to coEpletely cease NEEA operations, Funder shall pay its prc-rata share
ofthe wi::d-dowa costs as determined by the Board of Directors not to exceed Fuoder's
totat annual funding obligation, less any credits, tbr the then-currEnt budgel year.
f. Effeclof Teroiuation. Upotr terrdnation or expiration of this Ageement, all obligations
ofthe Parties (other than those obligations that expressly or by natue survive termination)
shall terminatE.
3. Reoortins.
For each year of the Business Plan, NEEA will devclop an armua.l Operatious Plan ('Operations
Plan") and an associated budget that describcs how NEEA will pursue the Business Plan goals and
objectivcs. The Opemtions Plan will specily focus areas and key activities that will be used to
assess progress toward Business Plan goals and objectives.
C
a
b. NEEA w:11 present the Operations PIan and associated budgets for approval by the Board of
Directors annually. NEEA will deliver: (i) quanerly financial rcpofts; (ii) an amuat status reporl
to the Board of Directors; and (iii) any oti€r rcports required by the Board of Directors, Board
Finance aud Audit Comnittee, Board of Directors Policies (including Finaacial Management
Page 2
N'EEA Agrce&ert No. 51095
4.
Policies), Business Plan or NEEA 2A0-2024 Strategic Plan.r NEEA will provide a copy of the
quarterly financial ad annual status r€porls to Funder.
Metrics.
a. Eneritr Savi!{s Merics. The initiatives in NEEA's portfolio will deliver an estirnated 360-
5002 average megawstts ("aMW") of total regonal energy savings over the flrve-year
Business Plan of which 1 I 5- I 52' aMW are co-crcated energy savings to the region- NEEA
will report Busincss Pla.u specilied targets and metrics at least anrully. NEEA will r€port
estinr,ated regional energy savings to Frmder as follows:
ii. NEEA will provide Fundcr its c$imated en€rgy savings associated with all rmrket
trarsformation efforts up to and including those of the Cycle 6 Business PlaD on aD
atrnual basis by July l't of cach year, inclusive of any true-up for the prior y€ar's
reportcd cncrgy saYiugs.
iii. Estirnated encrgy savings are reponed using either the: (I)NEEA baseline
methodology; or (2) Northwest Power and Conservation Council Power Plan
methodology. Funder will select a methodology to use for its ercrgy savitrSs reporthg
and will notiry NEEA in *riting of its selection.
iv. The eoergy savings reporting shall include approved Regional Technical Forum
lalues, measure life assumptions, non-ensrgy impacts, and third-parqr evaluations on
energy savings, as is current practice at the Effective Da!o.
Frmder may request access to data sets collccted by NEEA as part of the Activities.
NEEA will provide Funder access to data scts unless Funder acc€ss is prohibitcd by
NEEA'S coutract, legal, regulatory, or fiduoiary obligations. Unless otherwise agrced
to sepaElely, Fuder rnay trot use the data sets for any other purposes than Funder's
interual analysis.
Savings Audit. Funder shall have the right, withitr sixlv days' (60) wfitten norice to NEEA,
to have a third paly Evaluate en€rgy savings (including NEEA'S co6t to deliver savings) at
the Funder's cxpcasc. NEEA agrees to plovide reasonable access to informatioq data,
facilities, or personnel necessary for such rcview- Funder will share the results ofthe savings
audit, including underlying mcthodologies, with NEEA, NEEA will notify its Board of
D irectors of any request for a savings audi1.
Finapcial Audit- Each year, ),IEEA will r€tain thc scrvices ofan independent certified public
accourfing firm to conduct and complac an annual financial audit and intemal control
review, The s€l€clion of thc lirm atrd audit will bc overseen by members ofthe Board of
Dircctors and copies made avzilable annually to the Board of Directors and Fundcrs by
August l.
h
c.
I The NEEA 2020-2024 S[ategic Plan was adopted by the NEEA Boand ofDtectols on December 4, 2018
I The NEEA 2020-2024 Busia€ss Pl8lr, page 23.
Page 3
NEEA Agreemeat No. 51095
i. l'under's share of the total estimated regional energ,, savings will be dctermined by
Fu:rder's direct fi.rnding share ofNEEA. Upon Futrder reque$, sarriag3 will be reported
wben available at a zip code lewl.
d Fr.md6r Riqht to Audit EuareblRccords. NEEA shall maintain books and accouns ofthe
costs rclating to the Activities in accordance with geuerally aceepted accounting principles
and practices, NEEA shall retain all records relating to repo,rtcd resuls delivered under this
Agreement for a period of not less than five years, Funder rnay reasooably rcquest
information from thcse boolc and accounts to veriry cGts and other inforrnation related to
the Activities provided to Funder for a period offive years. Within sixty (60) days ofwritten
rcquest from Funder, NEEA will deliver either the original or a copy ofany or all records,
calculations, sum.maries, reporls, and records produced and collected by \TEA in the course
of performarce of this Agreemert, provided thar such informatiou is not prctected by
regulations or laws that restrict the disclmure of such informalion. Information to be
disclosed under this section shall not include:(l) personally identifiable information of
NEEA particifnnts or sun'ey respondantsi (l) propridary inforuBtioo, trode secras, or data
from NEEA participonts, survey respondents, or contracting party that NEDA is contractually
restricted from disclosing to Funder; or (3) other Funders' confidential information. NEEA
may request tbat Fundff pay for reasonablc costs rclatcd to NEEA providing information
rcquested under this Seclion 4(d). The Board ofDirectors must approve any reasonable costs
charged to Funder by NEEA under this section.
5. Coofidentialitr.
The Panies agree not to disclose to a third party any Confidential Infonnation receil,ed from
the other Parly in connection with this Agreement. "Confidential lnformation" of a ParO
means all non-public, confidential, or proprietary idorBatiotr that is mainlained as
conlidential and discloscd by a Party ("Disclosing Party") to the oth€r Party ("Receiving
Part,"') or its employccs, officers, dtectors, shareholders, agents, attorne)6, accou ants, or
advisors (collectively, "Representatives"), whether disclosed orally or disclosed or accessed
in writterL electronic, or other .fiorm or media, and is marked, d€signated or otherwise
idsntified as "confidential" (in such cases where not so marked or designated, wtEre it would
reasonably be expqJted in the industry that such inforr:ation would bc dccmed confideotial),
including without limitatiotr: (i) persoDally identifiable infonnatioD (in atry iorm or format);
(ii) business plans, supplier, or disributor inforrution; (i.ii) documents, software, reports,
data, rccords, forms, and other matsrials oblained by the Receiving Party or its
RspreseBtatives from the Disclosing Party or its Rcpresentatives; and (iv) ) all Don-public
data regarding the Disclosing Party. its customers, and vcndors that is eithcr: fumishe(
disclosed, or othenvise made directly or indircctly available to Receiving Pany or
Subcontractors at all tien by or on behalf of Disclosiag Party under this Agreement
The Receiving Partywill not disclosethe Disclosing Party's Conlid€ntiallnformationto third
partics for any purpos6, except to Receiving Party's Repres€ntatives to the extent such
Representativcs n€cd to know such information to assist the Receiving Party with its
obligations or exercise its rights under the Agrcernenl. Tbe Receiving Pany shall be
responsible for any breach by its Representatives ofthe con{ideutiality oblig8tions under this
Agreemenl. The Receiving Party shall take reasonable steps to protect and safeguard the
conlidentiality ofthe Confidential Information of rhe Disclosilg Party. These steps must b€
at least as protective as the steps Receiving Party takes to protect its owu conlidential
in formati on .
The Partics will not be liable for the disciosure of any Confdential Information ttrat is:
(i) easily accessible. or becomes easily accessiblc, in the public dornair through no fault of
the Recciviug Party; (ii) lawfirlly rcceived from a third party ard without any obligation of
b
Page 4
c
NEEA Ageeorent No. 51095
confidentiality; (iii) already krown to Receiving Party without any limitation on disclosure
by Disclosing Party before its receip; (iv) is expressly authorized for disclosure in writing
by the Disclosing Party; or (v) anoDymizcd or aggregatcd such that ocitlrr the Fuldcr or its
customers are ideutifi able.
This Agreement governs disclosures ofCoDfidential Ioformaliotr by the Parties for the per"iod
commencing on the Effective Date through August l,2025, or lhe date in which fie
Agreement is earlier terminated itr accordance with the teml6 sa forth herei:r, whichever date
comes first ("Disclosure Period'). Notwithstanding, and regardless that the Confidential
lnformation may have b€eu rsturned or copies destroyed prior to the expiration of the
Disclosure Pcriod, the obligations of coufidentiality and nondisclosure imposed by this
Agreement shall survive any termination or expiration of the Disclosurc Period and shall be
in effect in perpetuity.
6. Data Ownershit, Data S€curltr, snd Electrodc Protection.
As used in this Agreement, "Frmder Data" means: (i) &ta regardilg Funder's customcrs, vendors (other
than NEEA), and business plans that is furnished, disclosed, <n otherwis€ madc directly or indirectly
available to NEEA or Subcontractors (deftned below) at all tisrs by or on behalf of Fundq uuder this
Ag€€ment. Funder Data shall rernain the sole property of Funder. NEEA may not use Funder Data t'or
any purpose otber tbrll to perform its obligations under this Agreement and any subsequent funding
agrcements betwcen Funder and NEEA. Funder Data may not be sold" assigned, leased, or othsrwis€
disposed of or commercially exploitod by NEEA.
NEEA shall store, process, and maintain any and all Funder Data on designated Iarget
servers that reside physically within thc boundaries of the United States.
NEEA shall not process or transGr Funder Data to any uaencrypted portable or laptop
computing device, or any olher unenuypted portable storage medium.
b. Data D9!EE!i9!- Upon tsrrdnatiofi of this Agreoment, NEEA shall require the destruction
or erasure ofphysical or electrouic media containing Funder Data so that such information
cannot praaicably be read or recoDstructed, in a time framc not to exce€d 180 da)r.
Exceptions to this are instanc€s where audit or legal requiremeflts prohibit the erasure of
inli:rmation withia this time &ame or if&e Parties anticipate enreriDg into subsequcrt
coatracts which require continued use of Funder Data .
d,
l1
NEEA Agreemenr No. 5 I 095
a. Data Securit\. NEEA represents, warrants, and covenants to Funder that NEEA has developed
and implemented" currently has in placg and shall rnaintain during the term ofthis Agreement
a comprehensivc information security program tbat includes administrativg tech:rical, and
physical safeguards and controls sumcient to: (i) eDsure the security and coufidenriality of
Funder Dala; (ii) prctect against anticipated tlreats or hazards to the security or integrity of
such information; and (iii) proteLl against unauthorized access to, or disclGure or use of, all
Funder Data that NEEA accesses, rcceives, stores, process$, traffmits, maintains, cr possesses
(collectively, "Secuity''). NEEA sball documert its Se{urity atrd all safeguards, procedures,
and controls and kecp thcm current in light of changes in relevant technology and provide
Funder with a copy ofthe same upon rcquest a-od at oo cost to Funder. Such Sccurity shall
include, but not be limit€d to, the followiog:
t.
Page 5
c Securit\ Incident. NFFA shall promptly notiS Fuuder ifNEEA discovers or becomes awarc:
(0 that NEEA is not in compliance with or has violated any of the rcquireuents of this
Section 6: or (ii) of any unauthorized disclosure or use of or access to Funder Data or any
uoauthorized intrusio!. pcncration, or security breach involving NF,EA rystems that affects
Funder (each of(i) and (ii) a "Security lncident"). ln addition to all other remedies permitt€d
under this Agreement and applicable law, NEEA sball be ruluired to promptly remedy and
mitigate any damages, Iosses, or exp€nses caused by a breach in the secudty of NEEA's
syst€ms that adl€rsely impacts Fundcr and take all measures as rnay be r€asorably ucc€ssary
to preveut any fiuther Security Inci(bnt. NEEA shall reasonably coop€rate with Funder or
governmertal atlhorities and non-governmental entities in any action or proceedirg as may be
desDred uecessary by tunder as the result of such Security Incident.
d. Audit Raruirements. NEEA wi[, on at least a biennia.l basis (or more often as determined by
NEEA or its Board ofDirectors), hirc a third-party security auditing firm to perform a CIS
Critical Security Controls audit (or ar equivalent audit Aamework ofa similar Dature ftat is
generally accepted in thc industry and approved by NEEA's Board ofDirectors) to assess thc
Security and the design ar1d operating effectiveness ofcontols over NEEA's sites, facilities,
and systems, to the €xted that they relate to the Activities . NEE.{ will report the rcsults of an
audit to the Board ofDirectors aad will make a copy ofthe audit report available to Fundcr
upotr request.
Subconhactors- To thc extent tbat NEEA is permitted to engage suhontractors to perforn! or
othenvise provide support to assist NEEA to perform, atry ofthe obligations hereunder (each a
"Subcontractor"), then: (i) NEEA shall not share or disclose, or engage a Subcontractor to
access. store, process, haDsulit, or othcrwise possess any Funder f)ata, unless and until such
Subcontractor has agreed in writing to protelt Funder Data in a maoner substantially sim.rlar
(but iu any case no less restrictive) to that required of NEEA unda this Agreement, and thcn
only on a need-to-klow basis; (ii) \TEA sball cause such Subcontactors to comply with thc
obliSations and restrictions associated with substantially the same services, tasks, funaions,
and responsibilities pcrformed by such Subconractors that are applicable to NEEA under this
Agreement, including, without limitatioq those obligations set forth in this Sectioo 6; and
(iii) NEEA shall remaiu responsible for thc services, tasks, functions, and responsibilities
pertbrmed by Subcontracto$ to the same extent as if such services, task, functions, and
responsibilities werc pcrformed directty by NEEA.
f. lndgmnification. In addition to any other indcnnificaliou obligation of NEEA set forth itr this
Agreement, NEEA shall iodemrifu, dcfend, and hotd !-uader, Funder af6liates, and its
rcqlective oflicers, dircctars, employees, r€presenlatives, agenls, successors, and assigns
harmless from. for, and against any Damages (defined in Section 9 below) to the extent such
Damages arise out of or irl comection with: (i) a Security tncident (including a Security
Incident by a Subcontmctor) or (ii) NEEA's, or aly Subconhacto('s, failwe to comply with the
requtcments of this Section 6 .
g. Iniunctive Reliel NEEA acknowledges and agre€s that any brezch or threatened breach ofthe
obligations set fonh in this Section 6 may result in a substantial lilelihood of irregarable harm
and injury to Funder, for which monetary damages alone may be an hadequate remedy, and
which damages may be difficult to accurately measure. Accordingly, NEEA agrees that in
addition to any other remedies available, Fundsr sball have the right to obtain injunctivc rclief
as well as othcr equitable reliefallowcd by the federal and state courts. The foregoing remedy
ofinjunctive relief is a€reed to without prgjudice to FuDder's right to exercisc any other rights
e
Page 6
NEEA Agre€rnetrt No. 51095
and remedies it uray have, ircluding rvithout limitation, the right to terminate this Ageement
and seek damages or other legal or equitabl€ relief.
h. Survival. The rigbs and obligations sa forttr in this Section 6 sbalt survive tle expiration or
termhation ofthis Agrccmcnt for any rcason.
7. Special Proiectt.
ln additiou to thc Cyclc 6 Core Fundhg ageed 1o in this Agreement, Funder may also engage
NEEA to providc additional programs, activities, or servic€s that arc outside ofthe scopc of
the Busi-ness Ptan (each a "Special Project"). NEE{ will clearly list the funders ofa Speoial
Project otr any publicly available materials associated with Specia.l Projects.
Fundcr and NEEA will not become obligated to each other in any way for a Special Project
until a Special Project Order ("SPO") is sigted by an authorized reprcsenradve of both
Funder and NEEA. Each exccutcd SPO will bc incorporatcd irto this A€reemeDt by this
reference and will specifo the scope of wqh schedule, teru, and budga sptrcific to lhe
Special Project. Each additional SPO v.ill b€ numbered sequentially (i.c., SPO No. 1, SPO
No. 2, and so on).
c.This AgrEement ssts forth the terms and conditions which govern the Cple 6 Core Funding
and each additiooal SPO. However, each SPO may also contain unique terms and conditions
that appty to tbat specific SPO. ln the eve of any conflict between this Agreement's terms
and conditions and an SPO, the tcrms and conditions in the SPO, as they apply to tiat specific
Special hojcc! r'ill prevail. In no €vent will the terms and conditions cortained within an
SPO alter or affect tle terms and conditions aithin this Ageement as they apply to Cyclc 6
Core Funding aod the Business Plan.
E. Insurance.
NEEA shall nnintain (and shall cause each of its agents, indcpendeot contractors, and
Suboontrarlors perform.ing any obligations hereunder to maintain) at all times at its sole cost
and expens€ at least the following insurances coverhg its obligations ulder this Agreeuent:
a
b
il
1.Workers' Compensation lnswqnce requited by law, at statutory limits, and Employer's
Liability losurance with a limit of not less than $1,000,000. A waircr ofsubrogatiou
in favor of Fundcr shall be securcd NEEA rray omit the Employcr's Liability
Insurance requirernent from a subcontract if a subcontractor does not have any
employecs tbat would necessitate such covemge.
ll Business Awomobile Liability Insurance covering Hired and Non-Owned auto liability
with a combined single limit ofat least $1,000.000. In cascs where a subconractor
does not have this iosurance coverage and automobile use will be limited when
performing services for NLHA" NEEA may instead require that subcontractor agree to
adequately insurc any automobile used while performing servic€s on bebalfofNEEA,
iii. Cammercial Gercral Liahility Insurance, including (i) bodily injury, (ii) pmperty
daroage, and (iii) penolal and advertisiag injury with a combined single limit ofnot
less than $1,000,000.
NEEA Agrcctlrcnt No. 5 1095
Page 7
b
iv. Professional Liabiliry I suranre or Errors and Omissions Insuraace, irLcluding
coverage for covered claims of financial loss due to error, acl or omission of NEEA
or NEEA's employees. ofiicers, equity owners, Subcootractors at any tier, or agents,
with a limit of nol less than $2,000,000 ($1,000,000 for subcontractors). Iloftssioml
Liability lnsurame shall be maintained for a minimum oftwo years beyoud tle date
this Agreemenl expires or is otherwise t€rminatcd. NTEA may omit this insurarce
requirement Aom a subcontract if a subcontractor is not performing a professional
seruice that would result in a rnateria[ financial loss due to error, act, or omission of
the subcoltractor-
All i.nsurance policies required to be issued under this Section 8 shall be issued on a United
States policy by oae or more insurance carriers lic€nsed to do business itr the state where
seryices are rendered. NEEA will name Funder as an additional insured on irs Business
Automobile Liability Insurance and Comprebensivc General l-iability Insurance policies.
Upon execution of tlis Agreement, NEEA shall provide evidence of iusuraucr: indicating all
coverage rcquire d hereuuder.
NEEA Agree.rncnl No. 51095
v. Cyber Liability, Net*ork Securtly, Dqtq Breach Protection, and/or Simihr Privacv
Liability lrcurance. In the €vent that NEEA bas access to any Restricted Information
ofFunder, its clients, customers. or employees, , whcthcr protected or not by auy local.
statutor-v, Herd or other gol,ef,ning legislatiou(s) or rcgulation(s), NEEA shall
maintain cyber liabilit.v, uctwork liability, data breach, or similar privacy liability
insurance covering actual and/ff alleged covered acts commjtted by NEEA, its
employces. contmclors, or agcnts with a limit of at least $2,000,000 per wrongful
acyclaim and $2,000,000 in th€ aggregate (51,000,000 for subcoutractors). For
purpcses of this Agreement, "Restricted [nformation' mealls atly confidential or
personal information that is protccted by law or policy and $at requires the highest
lerel of access control and sccurity protactio4 whether in storage oI in transit,
including without limitation, pcrsonal identity inforroatioo (Ptr), protected heath
information (PHD, electrorlic protected healtb information (ePHD protected by Fedoral
Health Imurarce Portability and Accountability Act tegislatioD, credit card data
regulated t y the Payment Card Industry (PCI), passpon uumbers, passwords providing
access to restricted data or rcsourccs, information relating b an ongoing crinrinal
investigatio& coun-orderEd settlement agreemcnts requiring non-disclosure,
information specificdly identitied by contract as rcsEicted, aEd othor iDforEntion for
which Lhe degree of adverse effect thal may rcsult tiom unauthorized access or
disclosure is high. Such insuranr;e shal.l expressly proyide coverage for thc follo\r,ing
perils up to the zul limit of covcrage witb no sublimit: (i) unauthorized usdaccess of
a computer system or database; (ii) defense ofany regulatq,v or governme al action
hvolving a breach of priwcy or similar rigtrts; (iii) frilurs to proled .ftom disclosure
Restricled In.formatioq (iv) trotification and remedial action costs (such as qedit
monitoring) in the event ofan actual or perceived computer security or priracy breach;
aad (v) denial of elecEonic access, electronic infectior, and electronic information
damage, whether or not required by law. Such insurance shall extend to covsr daoages
arising out ofany actual or alleged covered ac{s) ofany iDdividual wheu actiag under
NEEA's zupenisiorl direction, or contol. Such insurance sball provide coverage on
a worldwide basis NEEA may omit this insurance requAement Aom a subcontract ifa
subcontractor will not bave access to Reslrictcd lnfoffiEtion.
Page 8
9. Itrdemnific.tionrtrdLimitrtioDofLiabilit\.
Each Party shall indemnrfy, dcfend, and hold harmless the other Party at:d its successors and
th6ir r€spective directors, officers, employees, aftiliates, representativcs and agents
(collecti\€ly, "Indemnitees") from, for, and against any and all allegations, claims, liens,
demands, suits, losses, liabilities, sosts, judgments, and damages of every kind and
description, inclEding coun costs and attorney fees (collectively, "Damages"), resulting from
or arising out of the perfomance or nonperformance ofthe indemnifuing Party's obligations
under this Agreement, including (i) loss of or darnagc to any propcrty ofa Party or any third
party; (ii) bodily or personal injury or death of any person(s); (iii) any breach of this
Agreemetrt by the indemnifyi:rg Pany; (iv) in&ingemert or misappropriation of any
ifiellectuai propefy rieht ofatry thbd party by thc inden[riSing Party; (v) the ncgligent acts,
ornissions, or willful misconduct ofa Party, its employees, agents, SubconEactors at any tisr,
or a Party's independcnt contractors; or (vi) a violation of fe.deral or state law, regulation,
statute. or ordinance.
If Iadesraitees seek indemnification from the indemni&ing Party, Indemniloes shall: (i)
noti$ the indemnifying Parry of the asrrtion of any ctaim; and (ii) provide reasonable
assistance (at the indeDnirying Pany's expstrse) in connection with the defense.
EXCEPT AS TO A PARTY'S GROSS NEGLIGENCE OR WILLFI,'L MISCONDUCT,
NEITHER PARTY SI{ALL BE LIABLE FOR IN'DIRECT, SPECLAL, INCIDENTAL.
PLINITTVE, OR CONSEQUENTI.AL DAMAGES ARISING OUT OF OR RELAT}iD'I'O
T1{IS AGREEMENT OR TI{E PERFORMANCE OF THIS AGREEMENI, INCLLTDING
BUT NOT LIMITED TO, LOSS OF ANTICIPATED REVENI,IE, PROFITS, USE OT
PROPERTY, OR GOODMLL, WHETHER ARISING LTNDER TT{EORIES OF
NEGLIGENCE, STRICT LI,AB]LITY, TORT, BREACH OF CONTRACT, OR UNDER
STATUTE OR RI,LE.
10. Eoual Employment
During performance pursuant to this Agreemcnt, NEEA agees to comply with all
applicable equal employoent opportunity, small business, and affirmative action laws and
regulations. Ifapplicable, NEEA atrd aoy Subcootractor shatl abide by tho requireooents of
4l CFR $$ 60- l .a(a), 60-300.5(a) and 60-741.5(a). These regulatiom prohibit
discrimination against gualificd indir-iduals bard on their status as protected vetera$ or
individuals with disabilities, and prohibit discrimination against all individuals based on
their race, color, religion, scx, or national orign. Moreover, thes€ regulations requirc that
covered prime contractors and Subcontnctors take affirmative action to employ and
advaoce in employment individuals without rcgard to race, color, religion sey" sexual
orietrtition, geoder identity, national origin, prorected veteran status or disability.
b
b -Io the exteDt Executive Order 13496 applies to this Agreement or the lvork performed
hereunder, the text of29 CFR Paa 471, Appendix A to Subptrt A (as amended, modified,
restated or supplemented from time to time) is hen by incorporated by reference into this
Agreement as if set forth firlly herein. NEEA and any Subconhactor shall comply with all
requirements set forth in 29 CFR Part 471. Appendix A to Subpan .A.
i\-EEA Agrc€EeDt No. 51095
Page I
a.
a.
Thc laws of&e State ofOregon sha.ll govsm this ASre€ment. ADy dispute arising out ofor in
colnection with this Agreement shall, to the exlenl practicable, be settlcd amicably by negotiation
or mediation by the Parties, reprcsented by mauagement of each Pafiy, prior to either Party taking
legal action. Norwithstanding thc foregoing, either Party may seek provisional legal remedies if in
such Pany's judgmeut such action is uecessary to avoid irreparable danLage or preserve the status
quo. Any controyersy or claim related to this Agreement which caunot be settled amicably
without court action shall be litigated in Multnomah County, Oregon. Parties agrce to submit to
the pcr-sonaljurisdiction ofany court of comp€tetrt subject matterjurisdiction in Multnomah
County, Oregon.
12. Notices.
Notices required io be orade under this Agreerneat shall be servcd: (i) personally; (ij) by ovemight
courier to thc address shown bclow; or (iii) by United Stat€s cenified mail, retum receipt requestcd.
),lotice will be dcem€d io b€ giveu: (i) on the date ofpersoual delirery; (ii) at the exptation of the
second day after the date ofdeposlt in the United States mail; (iii) on the date ofconfirmed delivery
by the ovemight courier; or (iv) wheo delivered by email upon written confimration ofreceipt by
recipient or automatic email Eacking (such as'tead receipt"). Notices shall bc sent to the addrcsses
for each Pany set forth otr the signaturc page ofthis Agreement below.
It is hereby mutually agreed that neither Pafty will solicit for hire any employee(s) of the other
Party who are associated with efforts called for undsr this Agreement during the tern of this
Ageement and for a period of one year thcreafter.
Force Msieure. Neither Party shall be liable for any delay or failure in performance hereunder
caused by: fue, flood, earthquake, clements of natur€, riots, civil disorders, rebellions or
rcvolutions in any country, changes in govemmental rules, laws, regulations. ordinances, pcrmits.
or licenses relating to the subject matter of this Agreement, or any other cause beyond the
reasonable control of such Party and not reasonably anticipated by such Party (a "Force Majeure
Event'), provided the non-periorming Party is sithout fault in causing such breach, default, or
delay, and such breach, default or delay could trot have bcen prevented by reasonable precautions
and catrnot reasonably bc circumvented by the non-performing Party tbrough the usc of altemate
sources, work-around plans, or other means. For purposes ofslarity, late performance of scrvices
or late delivery of goods by Subconuactors, suppliers or veadors shall not consritute a Force
Majeure Event. A Party shall promptly notifr the other Party ofthe occurrstrce ofany such Force
Majeure Event that will or may adversely affect thc performance ofthc Party's obligatir:ns under
this Agre€ment.
15. lliscellaneous.
Nothing in this Agre€ment shall limit NEEA's ability to solicit funds from third-party
sourccs. Such solicitation of funds from a third party must be approvcd in adva.nce when
required by the Board of Directors poLicies and guidelines.
1.1.
a.
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NEEA Agreemcnl No. 51095
11. Disoutes.
13. Non-Solicitation.
b This Agreement, includirg the Backgrouad aud a.u.y exhibis, aEendmeuts, schedulcs, or
attachlsnts (all of which are incorporatod iato this Agreemcnt by this re&rcnce), comaias
the entirc undcrstarding ofthc Parties regarding the subj€ct rnatter hereofsnd supersodes all
prior and contcmporancous rrgotiations atrd agreem€nts, wbethcr writtetr or ora[, between
lhe Parties with rcspea to the subject matt€r of this Agreemeut. The provisions of this
Agreenrent may not be amcnded or modified, except by an agreement in witing signcd by
Fundsr and NEEA.
ln the evc of any conflict betrr€en this Agreeme.rt and NEEA's Articles of Incorporatior!
Bylaws, or any other of NEEA's organizational documents, tbc provisioqs of this Ageemetrt
sball prevail as between Funder and NEEar.
Section headings in this Agrccmcnt arc for coavenience only and in no way dcfire, limit,
coDstrug or otherwise affect this AgrEemetrt. Whenever possible, each provision of this
AgrecorcDt sball be ituerpreted so as !o be effective and valid under applicable law. If any
provision of ttris agreement is he.ld to be void, r.'oidable, conmry to public poticy, or
unenforccablc, that provision wilt be deemed severable from thc Agreemcnt and the
rcmainder of the Agreement shall remain in full effect as if the severed provision had not
been included.
NEEA agrees and acknowlcdges that Fundq is providing funding to NEEA only for the
purposes and to thc cxtcnt set tbrtb in this Agreement, and that NEEA shall rsrDain a separatc
independent lcgal entity from Fuader during the term ofthi.s Agreement. Neither Party shall
be deem€d an agent, parher, j oint vemur€, or employee of the other Party and nothing in this
Agreement shall be deemed to create a franchise arrangement between the Parties. NEEA
agre€s to be solely responsible for all compensation of its persormel who provide services to
Fundq hereunder. NEEA's pcrsonncl shall have no tight or claim against lund€r for
workers' compensation, stock purchase plan, stock optiorl hcahh and welfare, pensiorl
retiremcnt, or other betrefits arising out ofthe Activities performed hereundcr.
The provisions ofthis Agreernent are inrcnded to be for the exclusiYe benefit of Funder ard
NEEA, and nothing in this Agreemeut shall be interpreted cr construed as conferring upon
any third party any right or claim against Funder or NEEA or eotitling any third pany to
enforce any of the terms ofthis Agreemeot on Fuuder, NEEA, or o{herwise-
The Parties agree that remedies at law for any breach or threatened breach by a Party may,
by it3 natrllc, be inadequate and that i:r addition to such remedies, the other Parly may be
cntitlcd to a restraidng order, temporary and permanent injunctive relief. specific
perforrnaace, and other appropriate equitable relief, withou showing or provirg that aoy
nronetary danrage has bccn sustained.
This Agreement may be o(eculed in cou crperts (includiry by ueaas olelectronic signaturc,
facsimilg or pd$, each ofwhich sball be deemed an originat bd all of which together shall
constitutc one and the same agrccmcnt, bhdhg on the Pafiies even thougb all the Parties are
oot siglatories tothe same counterpart. This Agreement is not exclusive. Either Party may
contract with otier third puties for the Bleipt of fuadiag for or provision of similar
Activities.
NEEA acknowledges that s€curities laws prohibit any persou who has received material, non-
public inforuution about a company from purchasing or selling sccr.rities of such company
or from commudsalilg such information to aly person wbile such information is nou-public
NEEA Agrc€rr(Ilt No. 5 I 095
d.
rl
h
Page t t
c.
l
)
k.
undor circumstances io which it is reasonably foreseeable tbat such person is likely to
purchase r:r sell such securitics- NEEA shall comply with all such larvs.
Any obligation in this Agecmcnt which may involve performance subsequoDt to termination
ofthis Agreement, or which carmol be ascertained or fully prrformed until after termination
ofthis Agreement, including, without limitation, indemnilicatioD. coDfdeDtiality. iasurance,
aud warranty obligations, shall survive.
Waivers ofany right, privilege, claim, obligation, condition, or default shall be itr writing atrd
signed by the waiving Party. No waivcr by a Party of any breach of this Agreement shall be
a waiver of any preceding or succeeding breach. and no waiver by a Party of any right un&r
this Agreement shall be corutrued as a wiiver ofany other right.
(Remainder of this page intentionally left blank)
Page 12
NELA Agre€metrt No. 5 I 095
Idaho Power Company Northwest Energy Efficiency Alliance, lnc.
Date:/b- v -)0( 7 3Pt
By
Adarn E. Strafton
Senior Vice President & ChicfOperating Offics ve Dircctor
Name and Address for Notices to:Narne and Address tbr Notices to:
Email for Notice: tdrake@idahopower-com Email for Notice: [e-mail]
Address for Noticc;
Atre ioo: Regulatory Lcgal Counsel
Idaho Powcr Company
PO Box 70
Boise. Idaho 83707
Addr6s for Noticc:
Attention: l,egal Notice
Northwcst Energy Efficiency Alliance, Iac.
421 SW 6h Avenue, Suite 600
Ponlan4 Oregon 97204
Page 13
NEEA Agreement lio. 51095
Exhibit A
Cycle 6 Core Funding $hedule
Northwest Eocrt-t- Efficlency Allirnce FundiDg Agre€ment
Prrt .{ - Cycle 6 Core trunding Commitmefi by Funder
[under's fundin;1 commitn:ent. in Unitcd Statcs drrllars, will flc]t be affected by changes to other Funders'
commitmenas stated ir the abo!e table. ln the cvcnt that NUIA's total fundilg commilment is reduce4
Funder's approved funding sharc willbc calculatcd and reduced accordingly. NEEA will notity Fundcr in
writrng ofany rcduction in iLs llntling share within thirty (30) days ofa change ro NEE.A's totai funding
Funder Agrcemerlt No.
NEE.A, Agree.rrtrt No. 51095
Dircct Funders
2420-2024
Ces
I unding
Shares
2020-2021
Cas f'urrding
Amount
2020-2024
&lcctric
Fuuding
Share
2020-2024
lllcctric
Funding
Amou
2020-202,1
Total Funding
Amount
Avista Corp 12.o49'o s2;78.26s $9,003,029 $l rJE1,2e4
Bonnerille Power
Admini$tratior .16.96%$58,888.70C s58.888,70e
C&scrde \rturrl
Gas (WA)st.744,542 s1.74.1,5.12
Chelan PLT)0.99%$l*58-1.638 s1,5E3,638
Clark Puhlic
Utiliiies 1.230/0 s1.996.715 s 1,996,7 t 5
Energy Trust of
Oregon 33.63%s6J65,?6.r 20.t1"/"S32,145.,114 $38,5 t 1,17E
Idaho Po*er
Conrpany s 14,7r0,808 sI4,710,808
Northwest
Nrtural Gas
(wA)
3.ltoh $s88,239 s5E8,239
{.09,to $6.517.752 $6.517.752
PrcifiCorp $4.068.060${,068,060
Puget Sound
lloerg)', IBc..t2-01o;$7.9s 1,190 13.99ol;s22.286,0??$.10,2-17,212
Srattle Citl
Light -1.50%$5.584,501 $s.58J,501
Srohomish
County PUI.0.66'_li,$1.057*187 st,057-187
fltoma Pou cr 0.95,ri,$1,s07,965 $1,507,965
.TOTAI-100%$1E,928.rllX)st 59.350.000 $l?8,278,000
II
I
I
Erdiblt A
9.23'tn
NorthWestern
Encrgy
I roo"a l
5.650h
z.ss% |
commitm€nt. !'undcr may rcqucst rcimbursement tbr self-delivered Downsheam Marketiugr activities in
accordance with the'Guiding Principles fff Downstream Market Execution Activities" contain€d in
Appendir 9 to the Business Plan.
Prrt B - Involce rnd Psyment Schedule
Iacurred Exr.ense hvoice. NEEA sball providc Funder with an invoice ofNEEA's estimated expens€s
for Ql-2020 on December 1,2019. Funder will fny invoice within thirty (30) days of rcceipt.
Subsequently, NEEA will provide quartcrly invoiccs not less ttnn thirty (10) days prior to the beginning
ofeach quartrr, with payment due the ['r ofeach quarter.
2. Exrcnsc Reconciliation. Reconciliation between the estimated expenditures and the actual
npenditures will bc complcted thirty (30) days after the quart€r end" with the excepion of year-end"
which will bc provided as a draft by January 3l't of each year and a final reconciliation by March l'r.
A truc-up ofany rzriancc fiom the estimate will be included in the n€xt quartorly invoice prepared. If
-'.IEEA has not expelded the entLe amount covered ir this Agr€ment at thc end ofthe funding cycle,
billings will be reduced or funds will be crcditcd to a future funding agreement at Funder's option.
Part C - Contact Information
tnvoices should be sent to
Narrrc:
Titlc:
Organization:
Address;
\ \\ a O-E5a
C,.r s -i-o $-1.eC_ ? ge_rrZ113"35 A$N E_,.reA.1J
E-fFta€".:z-Y
5E+-:ron-\ZL\ L$. \ bA*c' STrL€gT
c)t 5 li 7oz \F{aDlaq€(-z-
Phone
Email:
7oB: 3t*)'(o44{
a D rq ke.AFt6Por^)€€--CoPr
Futrder AgrE&me[t No.
N.EEA Agermenl No. 51095
Exhibrt A
t\AF\o Pa(^.rE{z- Col-r.€A,.rY
! DowDstrram Marketing is defined in the ''Key Tfrms for NEEA Strstlgic rnd Busincss Planning" docurrcat
attach€d ro the Busitrcss Plaa.