20240731IPC to Staff 20 - Attachment_A_-_Professional_Services_Agreement.pdf

•-•"iaAHO
IL—POWER.
IPC KIT#: An ipncoea company
IPC Agreement(Asset Suite)#: information about proposed or existing critical
Contracting Agent: infrastructure that: i) contains detail about production,
generation, transportation, or distribution of energy; ii)
Legal(If Applicable): could be useful to a person planning an attack on critical
infrastructure; iii) is exempt from mandatory disclosure
PROFESSIONAL SERVICES under the Freedom of Information Act, 5 U.S.C. 552; and
iv)does not simply give the general location of the critical
AGREEMENT infrastructure. As used in this Agreement, Critical
Electric Infrastructure Information means information
This Professional Services Agreement ("Agreement") related to critical electric infrastructure, or proposed
is entered into to be effective as of , 20 critical electrical infrastructure, generated by or provided
("Effective Date") between Idaho Power Company, to the Federal Energy Regulatory Commission("FERC")
an Idaho corporation ("IPC"), and , a(n) or other Federal agency other than classified national
("Contractor"). The undersigned may also be referred security information,that is designated as critical electric
to individually as a "Party" or collectively as the infrastructure information by FERC or the Secretary of
"Parties." Unless explicitly noted otherwise, the term the Department of Energy pursuant to section 215A(d)of
"days"refers to calendar days. the Federal Power Act.
1. Definitions. CEII includes, but is not necessarily limited to:
1.1 Work Product. The work product or transmission conductor details, transmission structure
deliverables created, conceived, or discovered by design details, planned or expected transmission outages
Contractor or Subcontractors(defined in Section 7)at critical to the power system, substation design details,
all tiers after the Effective Date on behalf of IPC or control center locations or design details, power plant
related to this Agreement including, without facility design details, geographic coordinates more
limitation, software,processes, or inventions. specific than line routes and natural gas line locations or
design details.
1.2 Intellectual Property Rights. Patents, 2. Services. Contractor shall perform the services and
copyrights, trademarks, trade secrets, trade dress, develop the deliverables described in an executed IPC
mask works, moral rights, processes, techniques, Statement of Work("SOW")referencing this Agreement
designs, rights of attribution or integrity, or other ("Services"). Any SOW executed under or covered by
intellectual or industrial property rights or proprietary this Agreement is incorporated into this Agreement.
rights. Contractor acknowledges and agrees that IPC is not
1.3 IPC Data. All data and information, required to contract for any minimum amount of Services
including but not limited to: 1)data regarding IPC,its under this Agreement.
customers or vendors (other than Contractor) that is 3. Compensation.
either: (a)furnished, disclosed, or otherwise made
directly or indirectly available to Contractor or 3.1 Payment for Performance of Obligations..
Subcontractors at all tiers by or on behalf of IPC under Subject to IPC's right of offset, Contractor shall be
this Agreement; or (b)collected or created by compensated for fully completed Services performed in
Contractor on behalf of IPC in the course of accordance with this Agreement at the rates set forth in
performing Services hereunder; and 2) CEII (as a particular SOW. Reimbursable expenses, if any, shall
defined in Section 1.4). be set forth in a particular SOW. With respect to hourly
fee based projects and unless authorized by IPC in
1.4 CEII. All Critical Energy/Electric advance or otherwise set forth in the applicable SOW:
Infrastructure Information, as defined by the Code of (a)IPC shall pay only for time spent by Contractor in the
Federal Regulations, Title 18, Section 388. CEII performance of value-added Services in direct
includes both Critical Energy Infrastructure furtherance of Contractor's obligations under this
Information and Critical Electric Infrastructure Agreement and the applicable SOW (i.e., not for time
Information. As used in this Agreement, Critical spent traveling,eating,etc.);(b)IPC shall not pay for any
Energy Infrastructure Information means specific overtime or Services outside the scope of this Agreement
engineering,vulnerability, or detailed design without prior written approval; and (c) all time must be
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verified and approved by IPC prior to payment. excuse or diminish Contractor's responsibility for
Contractor shall keep weekly time sheets covering all performing all Services consistent with this Agreement.
hours worked on an hourly basis and all reimbursable
expenses for at least five years after completion of 3.3 Travel Expenses. Unless specifically itemized
Services. Contractor's rate shall be equal to or less in an SOW, IPC will not pay any travel and related
than the best rate given to Contractor's other clients. expenses or living expenses incurred by Contractor. If,
Unless explicitly stated otherwise in an SOW,all rates however, IPC directs Contractor in writing to travel to
shall be fully loaded and shall include, without locations other than the locations at which they normally
limitation, all markup, overhead, and profit. Unless provide services,then Contractor shall be reimbursed for
otherwise stated in an SOW, Contractor's rates shall reasonable travel and related expenses approved in
not exceed the rates charged to IPC by Contractor in advance by IPC and incurred in the interest of IPC as a
connection with previous SOWS or work result of performing the Services; provided, however,
engagements for IPC. that Contractor submits appropriate receipts to IPC.
3.2 Invoices and Payment. Contractor invoices 3.4 Delay. If Contractor does not invoice IPC for
shall provide as much detail as deemed necessary by completed Services or expenses within six months after
IPC. Unless otherwise agreed to in an SOW, each the time Contractor performs the Services, Contractor
invoice shall separately identify and itemize Services waives all right to payment.
and/or materials, and shall include not less than the
following information, as applicable: (i) Contractor 4. Change Management. Any proposed change to the
name; (ii) the Contractor order number; (iii) the IPC scope of Services defined in an SOW must be initiated
Agreement and SOW number, (iv) IPC Contact: through a written IPC change request in a form acceptable
name; (v) Ship To: name; (vi) Remit To: name; (vii) to IPC("Change Order"). In addition to a Change Order,
any freight costs paid; and (viii) a description of Contractor shall deliver to IPC a detailed cost and
Services performed and/or materials provided as scheduling analysis,in a form acceptable to IPC. The cost
identified in the "Deliverables/Milestones" and and schedule analysis shall state if the Change Order will
"Compensation" sections of the applicable SOW. impact cost or schedule. If IPC approves the Change
Contractor invoices shall itemize any taxes being paid Order in writing, it shall be incorporated into the SOW
by IPC. If a taxing authority determines that and will specify any increases or reductions in the scope
Contractor did not collect all applicable taxes, of Services, pricing, and timeftames. In no event shall
Contractor shall be liable for any interest, penalty, Contractor be entitled to an adjustment in compensation
costs, fees, and liabilities arising out of or relating to or schedule for performing a change in the Services
Contractor's failure to properly invoice IPC. IPC will caused or made necessary by the negligent or wrongful
make payment to Contractor within 30 days of receipt acts or omissions of Contractor or its Subcontractors at
of an accurate and undisputed invoice; provided, any tier. Contractor acknowledges and agrees that an
however, that IPC's payment is not due unless extension of time shall be Contractor's sole and exclusive
Contractor is in compliance with all provisions of this remedy for any delay, hindrance, disruption, loss of
Agreement, including without limitation, all productivity, or inefficiency caused by IPC or its agents.
applicable insurance requirements set forth in Section
11 below, and provided further,that IPC may require 5. Term and Termination. This Agreement will
Contractor, at IPC's discretion, to supply duly commence on the Effective Date and will continue until
executed waivers and releases of liens for Contractor 20 or until terminated as set forth herein.
and its Subcontractors at any tier in the form
acceptable to IPC as a condition precedent to 5.1 Termination for Cause. If either Party
payment. IPC may withhold from any payment any materially breaches this Agreement or any SOW and the
damages, back charges, or claims incurred or material breach is not cured within 10 days after the non-
reasonably anticipated by IPC to the extent caused by breaching Party gives the breaching Party written notice
Contractor. IPC shall have the right to review, test, thereof, the non-breaching Party may elect to terminate
inspect, approve, reject, and accept Services to be this Agreement or any SOW by giving the breaching
provided or performed by Contractor. IPC's review, Party notice of the termination; provided, however, that
approval, acceptance, use, or payment for all or any if the nature of the breach is such that it could not
part of the Services shall in no way alter Contractor's reasonably be cured within the 10 day period, then the
obligations or IPC's rights hereunder, and shall not non-breaching Party may terminate this Agreement or
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any SOW immediately upon providing written notice 6.1 Obli atg ions. Contractor and all those working
to the breaching Party. If IPC terminates this for or with Contractor who may have access to IPC's
Agreement for breach by Contractor and it is later confidential information (including without limitation
determined that Contractor did not breach the IPC Data) shall not disclose it to any person, firm or
Agreement, or the breach was excusable, the rights corporation,nor use such confidential information for any
and obligations of the Parties will be the same as if the purpose other than as necessary to perform the Services
termination had been issued for the convenience of or create the Work Product outlined in an SOW.
IPC pursuant to Section 5.2 below. Contractor shall take affirmative steps to protect and
safeguard such confidential information and at minimum
5.2 Termination for Convenience. IPC may elect use the same degree of care it uses to prevent the
to terminate or suspend this Agreement or any SOW, unauthorized use,dissemination,or publication of its own
in whole or in part, at any time without cause and confidential information and, in any event, not less than
without penalty, on 10 days' written notice to the level of care standard in Contractor's industry.
Contractor. Contractor shall limit disclosure of IPC's confidential
information to officers, directors, employees, or agents
5.3 Effect of Termination. who need to know such information to complete a given
SOW and shall notify anyone with access to IPC's
(a) Upon termination or expiration of this confidential information in writing that it is confidential.
Agreement or any SOW, all obligations of the Parties Upon expiration or termination of this Agreement or any
(other than those obligations that expressly or by SOW, Contractor shall destroy or return all of IPC's
nature survive termination) shall terminate and at confidential information to IPC.
IPC's election, Contractor shall return all IPC Data,
materials, files and other information specific to the 6.2 Exceptions. The confidentiality obligations
Services performed for IPC in a form and format shall not apply to IPC confidential information that:
acceptable to IPC, as well as any partially completed (a)is or becomes publicly known or available other than
Work Product. Upon request by IPC, Contractor shall by the Contractor's act or fault or the Contractor's breach
certify in writing that it has returned all information of this Section 6;(b)is rightly received by the Contractor
obtained from IPC. from a third party who was authorized to disclose such
information; (c)is proven by written evidence to have
(b) In the event of termination by IPC, been independently developed by the Contractor; or
Contractor shall be entitled to receive payment for (d)is approved for disclosure by written authorization
Services actually performed in accordance with this from IPC. In addition, confidential information may be
Agreement prior to such termination, but only to the disclosed by Contractor pursuant to law or any
extent there is no dispute or applicable offsets or governmental or court order, provided that Contractor
withholdings related to the Services. Contractor shall shall first give notice to IPC of such order and give IPC
promptly refund all prepaid but unearned monies to a reasonable opportunity to obtain a satisfactory
IPC and assign to IPC all subcontracts with its protective order.
Subcontractors, if directed by IPC. In any event,
Contractor shall not be entitled to receive payment for 7. Data Ownership, Data Security, and Physical and
Services not executed or for overhead and profit for Electronic Protection. IPC Data shall remain the sole
Services not executed. property of IPC. Contractor may not use IPC Data for any
purpose other than to perform its obligations under an
6. Confidentiality. All IPC Data is and shall be SOW. IPC Data may not be sold, assigned, leased or
treated as confidential, regardless of whether marked otherwise disposed of or commercially exploited by
as"CONFIDENTIAL"or otherwise. IPC Data in oral, Contractor.
visual, or electronic format shall also be confidential.
IPC may disclose copies of this Agreement and related 7.1 Data Security. Contractor represents, warrants,
documents to regulatory bodies having jurisdiction and covenants to IPC that Contractor has developed and
over IPC pursuant to the confidentiality or protective implemented, currently has in place, and shall maintain
agreements or orders issued by those regulatory during the term of this Agreement a comprehensive
bodies. information security program that includes
administrative, technical, and physical safeguards and
controls sufficient to: (i) ensure the security and
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confidentiality of IPC Data; (ii) protect against include at a minimum remote wipe and remote shutdown
anticipated threats or hazards to the security or capabilities.
integrity of such information; and(iii)protect against
unauthorized access to, or disclosure or use of, all IPC (j) Contractor shall use two-factor authentication
data that Contractor accesses, receives, stores, for remote access to systems that access or store IPC Data.
processes, transmits, maintains, or possesses
(collectively, "Security"). Contractor shall document (k) Contractor shall secure and prevent misuse of
its Security and all safeguards, procedures, and its own email resources.
controls and keep them current in light of changes in
relevant technology and provide IPC with a copy of the (1) Upon termination of this Agreement,
same upon request and at no cost to IPC. Such Security Contractor shall require the destruction or erasure of
shall include,but not be limited to,the following: physical or electronic media containing IPC Data so that
such information cannot practicably be read or
(a) Contractor shall utilize industry-accepted reconstructed.
firewalls,up-to-date anti-virus software, and non end-
of-life operating systems. 7.2 Compliance with Data Protection Rules.
Contractor shall observe and comply with all applicable
(b) Contractor shall ensure access is federal and state data privacy and data protection laws
controlled to the physical location of the hardware and regulations that are now in effect or hereafter
containing IPC Data. promulgated that are applicable to the Services provided
by Contractor under this Agreement or any IPC Data that
(c) Contractor shall secure electronic access Contractor controls, access, receives, stores, processes,
to Contractor's information systems containing IPC transmits,maintains,or possesses in connection with the
Data. Services. In addition, Contractor will comply with all
IPC's policies,standards,and data protection procedures
(d) Contractor shall store, process, and in effect when the applicable SOW is performed and
maintain any and all IPC Data on designated target shall sign and comply with all IPC forms related to the
servers that reside physically within the boundaries of same.
the United States.
7.3 Information Security Training. Contractor shall
(e) Contractor shall not transfer any IPC Data comply with IPC's information security requirements,
outside of its network via unencrypted means. policies, and procedures. Contractors who require
electronic access to any network or information system
(f) Contractor shall not process or transfer owned by IPC shall complete IPC's on-line information
IPC Data to any unencrypted portable or laptop security training. Contractor shall authorize only those
computing device, or any other unencrypted portable employees who are necessary for and directly involved
storage medium. in Contractor's performance of its obligations under this
Agreement, to have access to the IPC Data (whether
(g) Contractor shall provide its workforce physically or through computer system access) and
position appropriate cybersecurity awareness training. solely on a "need to know" basis (collectively,
"Authorized Persons"). Contractor shall not authorize
(h) Contractor shall take measures to protect anyone other than Authorized Persons to have access to
IPC Data against destruction, loss, or damage due to the IPC Data at any time. Authorized Persons shall sign
potential environmental hazards,such as fire and water an agreement regarding compliance with IPC's
damage or technological failures. Information Security Standards, including without
limitation, both electronic and physical access
(i) Contractor's and Subcontractors' requirements prior to receiving access.
personnel may not access or store IPC Data on any
personal or third party devices, including mobile 7.4 Security Screening. IPC is required by federal
devices, tablets, or personally owned laptops, unless law and regulations to protect access to its critical assets,
such devices have been configured with industry both physical and electronic. Contractor acknowledges
standard security and encryption features, which shall and agrees that certain portions of IPC's premises may
have restricted access and may require prior
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authorization or an IPC designated escort to allow breach notifications to individuals and regulatory and
Contractor access. Contractor shall comply with law enforcement agencies or providing support to IPC if
federal, state, or local laws or regulations and any IPC decides to deliver such notices. Contractor shall
applicable IPC policies, standards, and procedures provide IPC with details of the investigation and final
related to physical security of its premises, including disposition of the Security Incident relevant to the
without limitation, any policies, standards, and services provided to IPC or which may impact the
procedures requiring drug screening, background confidentiality,integrity,or availability of those services
checks, and social security verification prior to and of any IPC Data or systems. Contractor shall
performing Services for IPC. If Contractor requires reasonably cooperate with governmental authorities and
access to IPC's network, or unescorted access to non-governmental entities in any action or proceeding as
IPC's or its customer's premises, then Contractor may be deemed necessary by IPC as the result of such
shall perform drug screening,background checks and Security Incident.
social security verifications for all Personnel as
required by IPC. Contractor shall not perform any 7.6 Audit Requirements. In addition, IPC or an
Services until these requirements have been met. appointed audit firm("Auditors") shall have the right to
audit Contractor's and Subcontractor's (at all tiers)
7.5 Security Incident. Contractor shall promptly Security and the design and operating effectiveness of
notify IPC if Contractor discovers or becomes aware: controls over Contractor's and any applicable
(a) that Contractor is not in compliance with or has Subcontractors' sites, facilities, and systems, to the
violated any of the requirements of this Section 7; or extent that they relate to the Services. IPC will provide
(b)of any unauthorized disclosure or use of or access Contractor with 10 business days' written notice of its
to IPC Data or any unauthorized intrusion, intent to audit Contractor. IPC will provide a scope
penetration, or security breach involving Contractor document and a request for deliverables at the time it
systems that affects IPC Data or IPC's network or provides written notice of the audit. If requested by IPC,
systems (each of(a) and (b) a "Security Incident"). Contractor will provide a personal site guide for IPC or
Any reasonably suspected or confirmed Security Auditors while on the site. Contractor shall provide IPC
Incident must be reported to IPC via email to and the Auditors with a reasonable workspace on site
[e-mail] immediately for any that includes appropriate lighting and electrical
Security Incident. Contractor acknowledges that in amenities, a printer, and Internet connectivity.
some instances, IPC has a reporting obligation to Contractor will make its employees and its
regulators and other third parties in the event of an Subcontractors available for interviews in person or on
actual or suspected Security Incident and that the phone during the time frame of the audit. In lieu of
Contractor's compliance with the foregoing IPC or its appointed audit firm performing their own
notification obligation is necessary for IPC's audit, if Contractor has an external audit firm of good
compliance with regulatory and legal obligations. reputation that performs a certified SSAE16 SOC 2 Type
Notification of an actual or suspected Security II audit (or a mutually agreed equivalent audit, report,
Incident must include a description of the nature of attestation, and opinion),IPC may, at its sole discretion,
the event, the date and time of the event, suspected allow Contractor to use the external audit firm to perform
amount of information exposed, steps being taken to the audit under conditions determined by IPC. IPC
investigate the circumstances of the exposure and audits will be at IPC's expense, unless the audit reveals
remediate or mitigate the Security Incident. In material noncompliance with this Agreement, in which
addition to all other remedies permitted under this case all costs and expenses related to the audit will be
Agreement and applicable law, Contractor shall be borne by Contractor.
required to promptly remedy and mitigate any
damages, losses, or expenses caused by a breach in 7.7 Subcontractors. To the extent that Contractor is
the security of Contractor' systems that adversely permitted to engage subcontractors to perform, or
impacts IPC and take all measures as may be otherwise provide support to assist Contractor to
reasonably necessary to prevent any further Security perform, any portion of the Services hereunder (each a
Incident. Without obligating IPC to undertake any "Subcontractor"),then: (a) Contractor shall not share or
specific actions in the event of a Security Incident, disclose, or engage a Subcontractor to access, store,
Contractor must cooperate with and assist IPC in its process, transmit, or otherwise possess any IPC Data,
own investigation,analysis,and resolution of Security unless and until such Subcontractor has agreed in writing
Incidents, including if requested by IPC, providing to protect IPC Data in a manner substantially similar(but
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in any case no less restrictive) to that required of 8. Warranties, Representations, Correction of
Contractor under this Agreement, and then only on a Services,and Disclaimers.
need-to-know basis; (b) Contractor shall cause such Contractor represents, warrants, and covenants to IPC
Subcontractors to comply with the obligations and that:
restrictions associated with substantially the same
services, tasks, functions, and responsibilities (a) Contractor has authority to enter into this
performed by such Subcontractors that are applicable Agreement and to perform its obligations.
to Contractor under this Agreement, including,
without limitation, those obligations set forth in this (b) Contractor and its employees, agents, and
Section 7;and(c)Contractor shall remain responsible representatives shall, and Contractor shall cause its
for the services, tasks, functions, and responsibilities Subcontractors of all tiers to, perform all obligations
performed by Subcontractors to the same extent as if under this Agreement in a prompt, diligent and
such services, tasks, functions, and responsibilities workmanlike manner, and pursuant to a standard of care
were performed directly by Contractor and, for no less than the standard of care followed by reputable
purposes of this Agreement, such work shall be professionals with national practices performing similar
deemed work performed by Contractor. services on similar projects. Not in limitation of any other
right or remedy available to IPC for breaches of this
7.8 Indemnification. In addition to any other Agreement, Contractor shall promptly correct or re-
indemnification obligation of Contractor set forth in perform those Services not meeting such workmanship
this Agreement, Contractor shall indemnify, defend, and degree of care or not in conformance with this
and hold IPC, IPC Affiliates, and its and their Agreement or the applicable SOW without additional
respective officers, directors, employees, compensation. Contractor, its employees, agents, and
representatives, agents, successors, and assigns representatives shall, and Contractor shall cause its
harmless from,for,and against any Damages(defined Subcontractors of all tiers to, at all times maintain the
in Section 9 below)to the extent such Damages arise highest ethical standards,avoid conflicts of interest in the
out of or in connection with: (i) a Security Incident conduct of services for IPC,and fully cooperate with IPC
(including a Security Incident by a Subcontractor); or and its independent contractors.
(ii) Contractor's, or any Subcontractor's, failure to
comply with the requirements of this Section 7. (c) All media provided by Contractor shall be
new and free of known viruses and other harmful code.
7.9 Injunctive Relief. Contractor acknowledges Contractor shall not (directly or indirectly) introduce a
and agrees that any breach or threatened breach of the virus or other harmful code into IPC's network or system.
obligations set forth in this Section 7 may result in a
substantial likelihood of irreparable harm and injury (d) Any Work Product and each component
to IPC,for which monetary damages alone may be an thereof, including code and any embedded software,
inadequate remedy, and which damages may be when properly used as contemplated herein, and their
difficult to accurately measure. Accordingly, copying, use, modification and distribution shall not
Contractor agrees that in addition to any other infringe or misappropriate any third party's Intellectual
remedies available, IPC shall have the right to obtain Property Rights.
injunctive relief as well as other equitable relief
allowed by the federal and state courts. The foregoing (e) Performance under this Agreement does not
remedy of injunctive relief is agreed to without create a conflict of interest prohibited by the United
prejudice to IPC's right to exercise any other rights States,foreign or domestic government. Contractor shall
and remedies it may have, including without promptly notify in writing IPC if any such conflict arises.
limitation, the right to terminate this Agreement and
seek damages or other legal or equitable relief. (f) In the event Contractor supplies materials and
equipment under this Agreement, such materials and
7.10 Survival. The rights and obligations set equipment shall be of good quality, new, free from
forth in this Section 7 shall survive the expiration or defects, and strictly conform in all respects to any
termination of this Agreement for any reason. drawings, specifications, or requirements set forth in the
SOW, for a period of either (i) two years following the
completion of the Services under this Agreement, or
(ii)the warranty period otherwise provided by Contractor,
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whichever is longer. Contractor's materials and compensation, or benefits payable by or for Contractor
equipment warranty shall not limit any other right or or any Subcontractor under the applicable worker's
remedy available to IPC for breaches of this compensation act, disability acts, or other employee
Agreement. Contractor warrants title to all materials benefits acts.
and equipment sold to IPC and bears the risk of loss or
damage to such items until they are delivered at IPC's 9.2 Procedure. If IPC seeks indemnification from
delivery point. Contractor, IPC shall: (i) notify Contractor of the
assertion of any claim; (ii)provide reasonable assistance
Contractor shall cause Subcontractor warranties at all (at Contractor's expense)in connection with the defense;
tiers to be assigned to IPC. In addition to all warranty (iii)be entitled to pre-approve any settlement;and(iv)be
requirements and not in limitation of any IPC rights entitled to, in the exercise of reasonable discretion, pre-
and remedies, Contractor shall have an obligation to approve legal counsel selected by Contractor.
cure all defects and nonconformities in the Services
upon written demand from IPC received no later than 9.3 Intellectual Property Rights. If a court or other
one year after final completion of the Services. authority of competent jurisdiction finds, or in IPC's
Contractor's warranties under this Section 8 shall not reasonable judgment, is likely to find, that IPC's use of
limit the time period within which IPC may exercise its any Work Product infringes a third party Intellectual
warranty rights for the reporting of defects and Property Right or if,as a result of an infringement claim,
deficiencies which are identified after the expiration of a court or other authority of competent jurisdiction
the warranty period but are deemed to have occurred enjoins, or, in IPC's judgment, is likely to enjoin, IPC
prior to, or during the warranty period. from using any Work Product, then Contractor, in
addition to its foregoing obligations of indemnification
9. Indemnification. and defense, must promptly do the following at its sole
9.1 Indemnity. To the fullest extent permitted by expense:
law, Contractor shall indemnify, defend, reimburse, (a) Contractor shall make all necessary license or
and hold harmless IPC and its successors and their other arrangements to allow IPC to continue using the
respective directors, officers, members, employees, Work Product without infringing a third parry Intellectual
representatives, and agents (collectively, the Property Right.
"Indemnitees"), from, for, and against any and all
allegations, claims, liens, liabilities, losses, demands, (b) If the action described in Subsection(a)is not
damages, expenses, suits, actions, proceedings, commercially practicable, then Contractor shall either
judgments, and costs of any kind whatsoever, (i)modify the Work Product so that it is non-infringing
including, without limitation, settlement costs, court and at least as functionally equivalent in all material
costs, and attorneys' and expert witness fees and respects to the Work Product before it was modified, or
expenses (collectively, "Damages"), whether actual (ii)replace the Work Product with non-infringing work
or merely alleged from a third parry,arising out of, or product or deliverables that are at least functionally
relating to: (a)the negligent acts,omissions,or willful equivalent in all material respects to the original Work
misconduct of Contractor, its employees, agents, Product.
Subcontractors at any tier or Contractor's independent
contractors; (b) a claim that any Work Product, If IPC determines in its sole discretion that none of the
goods, or Services furnished under this Agreement foregoing alternatives provide an adequate remedy, IPC
infringes upon or misappropriates any Intellectual may immediately terminate all or any part of this
Property Right of any third party; (c)a claim of any Agreement and/or SOW and, in addition to other relief,
lien,security interest,or encumbrance made by a third recover amounts paid hereunder in addition to any other
party; (d) a violation of federal or state law, remedies it may have against Contractor.
regulation, statute, or ordinance; or (e) Contractor's
material breach of this Agreement. This indemnity 10. Removal of Liens. Contractor agrees to keep IPC
shall apply without regard to whether the Damages property free and clear of any and all lien claims filed by
are based on breach of contract, breach of warranty, any person or entity in connection with the Services.
negligence, strict liability,or other tort. In any and all Within 15 days after written demand from IPC,
Damages claimed against IPC, the indemnification Contractor shall remove any such lien claim from the
obligation stated above shall not be limited in any way property by payment, settlement or the furnishing and
by any limitation on the amount or type of damages,
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perfection of a lien release bond or deposit pursuant to maintained for a minimum of two years beyond the date
applicable law;upon the Contractor's failure or refusal this Agreement expires or is otherwise terminated.
to do so,IPC may do so in which event Contractor shall
pay IPC's attorneys' fees, costs, disbursements and (f) IP (Intellectual Property/Patent) Insurance
expenses so incurred. Contractor shall indemnify, covering infringement of copyrights, trademarks, and
defend, reimburse, and hold harmless IPC from any patents,and misappropriation of trade secrets,with a limit
and all liens filed in connection with the Services as of not less than$2,000,000.
required by Section 9 of this Agreement.
(g) Fidelity Insurance naming IPC as Loss
11. Insurance. Contractor shall maintain (and shall Payee,for losses arising out of,or in connection with,any
cause each of its agents, independent contractors and fraudulent or dishonest acts, including without limitation
Subcontractors at any tier performing any Services computer fraud,committed by Contractor or Contractor's
hereunder to maintain) at all times, at its sole cost and employees,officers,equity owners, Subcontractors at any
expense, at least the following insurance: tier, or agents, acting alone or with others, including
losses of property and funds in their care, custody, or
(a) Workers' Compensation Insurance with control,with a limit of not less than$1,000,000.
limits of not less than those required by applicable
statutes. (h) Pollution Legal Liability Insurance with
limits of $10,000,000 per occurrence and $10,000,000
(b) Employer's Liability Insurance with a aggregate. If Contractor maintains a "Claims Made"
limit not less than$1,000,000. When permitted bylaw, policy under this Subsection (h), such insurance or its
the insurance policies required under Subsections (a) replacement insurance shall have a retroactive date of no
and (b) of this Section 11 shall contain waivers of the later than the Effective Date. Such insurance policy or its
insurer's subrogation rights against IPC. Contractor replacement policy shall provide either a minimum of two
shall reimburse IPC for any costs (including self- years extended reporting period coverage after
insured tax audit assessments) incurred in the event completion of all Services, or a period equal to the
Contractor maintains an uninsured status within the maximum time under the State of Idaho statute of
state of Idaho. limitations existing on the Effective Date for potential
claims under such insurance, whichever is longer. The
(c) Business Automobile Liability Insurance policy must also provide the following: (i)coverage for
with a combined single limit of at least$1,000,000. defense, reimbursement, and indemnity obligations
assumed by Contractor under the Agreement related to
(d) Commercial General Liability Insurance claims, damages, liabilities, losses, demands, expenses,
applicable to all premises and operations, including suits, judgments, penalties, fines and costs, including
without limitation (i) bodily injury, (ii) property without limitation settlement costs, court costs at all
damage,(iii)contractual liability coverage covering its levels, and attorneys' and expert witness fees and
obligations of indemnity and defense,(iv)products and expenses(ii)coverage for any demands for environmental
completed operations,(v)independent contractors,and cleanup costs related to Contractor's Services under this
(vi) personal and advertising injury with policy limits Agreement, (iii) coverage for the presence, discharge,
of not less than$1,000,000 per occurrence/$2,000,000 dispersal, release or escape of pollutants ("Pollution
aggregate. Such insurance shall provide for Conditions") emanating from or affecting any location,
occurrence-based coverage and shall have such other whether or not owned, leased, occupied or otherwise
terms,conditions,and endorsements of coverage as are controlled by IPC,to the extent such Pollution Conditions
deemed prudent by IPC from time to time. are caused by Contractor, its employees, and agents, (iv)
coverage for sudden and gradual Pollution conditions into
(e) Professional Liability Insurance or Errors or upon land, the atmosphere, or any natural or artificial
and Omissions Insurance, including without watercourse or body of water, (v) coverage for
limitation, coverage for claims of financial loss due to transportation, loading and unloading activities (if
error, act, or omission of Contractor or Contractor's applicable), and (vi) property damage to include natural
employees, officers, equity owners, Subcontractors at resources damage.
any tier, or agents, with a limit of not less than
$2,000,000. Professional Liability Insurance shall be (i) Cyber Liability, Network Security, Data
Breach Protection and/or Similar Privacy Liability
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Insurance. In the event that Contractor has access to respective agents or employees are transporting and/or
any Restricted Information of IPC, its clients, storing IPC materials or equipment, Contractor shall
customers, employees, prospective employees, or provide Cargo Insurance and/or Property Insurance (as
other third parties, whether protected or not by any applicable)covering physical loss or damage,naming IPC
local, statutory, federal or other governing as Loss Payee, arising out of, or in connection with, any
legislation(s) or regulation(s), Contractor shall loss associated with transportation or storage of IPC
maintain cyber liability, network liability, data breach equipment or material while in the care, custody, or
or similar privacy liability insurance covering actual control of Contractor (or its Subcontractors at all tiers).
and/or alleged acts, errors or omissions committed by The declared value of the Cargo and/or Property
Contractor, its employees, contractors or agents with a Insurance shall be based on the replacement value of the
limit of at least$2,000,000 per wrongful act/claim and property in question.
$2,000,000 in the aggregate. For purposes of this
Agreement, "Restricted Information" means any Insurance required under this Section 11 shall be primary
confidential or personal information that is protected and noncontributory and: (a) be issued on a U.S. policy
by law or policy and that requires the highest level of by one or more carriers acceptable to IPC and licensed to
access control and security protection, whether in do business in the state where services are rendered;
storage or in transit, including without limitation, (b) except as to Professional Liability Insurance, name
personal identity information (PII), protected health IPC as an additional insured or loss-payees,as its interests
information (PHI), electronic protected health may appear; (c)not be able to be canceled or materially
information (ePHI) protected by Federal Health changed unless IPC is given written notice of such
Insurance Portability and Accountability Act cancellation or change at least 30 days in advance;
legislation, credit card data regulated by the Payment (d)provide for severability of interests; (e)waive all right
Card Industry (PCI), passport numbers, passwords of subrogation against additional insureds and IPC, its
providing access to restricted data or resources, members,officers, employees,agents,and the successors
information relating to an ongoing criminal in interest of the foregoing; and(f) shall not be limited to
investigation, court-ordered settlement agreements "ongoing" operations. Contractor shall pay for all
requiring non-disclosure, information specifically deductibles.
identified by contract as restricted, and other
information for which the degree of adverse affect that If approved in advance by IPC in writing,Contractor may
may result from unauthorized access or disclosure is use a combination of Umbrella/Excess and Primary limits
high. Such insurance shall expressly provide coverage of insurance to provide coverage up to the required
for the following perils up to the full limit of coverage amount.
with no sublimit: (i) unauthorized use/access of a
computer system or database; (ii) defense of any Upon execution of this Agreement, Contractor shall
regulatory or governmental action involving a breach provide IPC with a certificate of insurance indicating all
of privacy or similar rights; (iii)failure to protect from coverages required hereunder,and copies of all policies if
disclosure Restricted Information;(iv)notification and requested by IPC.
remedial action costs(such as credit monitoring)in the
event of an actual or perceived computer security or 12. Personnel; Flow Down Requirements. Contractor
privacy breach, and (v) denial of electronic access, shall perform all Services assigned and provide all
electronic infection, and electronic information necessary equipment or tools and shall not subcontract
damage, whether or not required by law. Such any or all Services or delegate responsibility therefore to
insurance shall extend to cover damages arising out of any third party without prior written authorization from
any actual or alleged act(s), error(s) or omission(s) of IPC. In the event IPC provides written authorization for
any individual when acting under Contractor's Contractor to subcontract or delegate Services,Contractor
supervision,direction, or control. Such insurance shall shall require,by written agreement, Subcontractors at all
provide coverage on a worldwide basis.Contractor and tiers to be bound by the provisions of this Agreement in
its insurer(s)shall waive rights of recovery against IPC all respects and assume toward the Contractor all of the
for any benefits under Contractor's cyber-risk, data obligations and responsibilities,which the Contractor,by
breach protection or similar privacy liability insurance. this Agreement, assumes toward IPC. Each such
Subcontractor agreement shall preserve and protect the
(j) Cargo and Property Insurance. If rights of IPC under this Agreement with respect to the
Contractor, Subcontractor at any tier, or their Services to be performed by the subcontractor so that
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Contractor's subcontracting or otherwise delegating of To the extent reasonably necessary for IPC to use the
Services will not prejudice such rights. Contractor Work Product for its intended purpose, Contractor
shall also ensure that the written agreements with hereby grants to IPC a nonexclusive, fully-transferable,
subcontractors at all tiers are assignable to IPC. perpetual, paid up, royalty-free, irrevocable, and world-
Contractor and its Subcontractors shall comply at all wide license, with rights to sublicense through multiple
times with FAR 52-219-8, Utilization of Small tiers of sublicensees, to reproduce, make derivative
Business Concerns. IPC shall have the right to reject works of, publicly perform, and publicly display in any
any employee, Subcontractor, or agent assigned by form or medium,whether now known or later developed,
Contractor at any time for any reason. Contractor shall digitally perform, distribute, make, use, lease, offer for
be responsible at its expense for training and educating sale, sell, and import any background Intellectual
its employees, agents, contractors, Subcontractors at Property Rights of Contractor incorporated or used in the
all tiers and independent contractors, and the Work Product.
employees,agents,or representatives of subcontractors
or independent contractors at all tiers ("Personnel") 14. Equal Employment. During performance pursuant
regarding all applicable safety and health rules and to this Agreement, Contractor agrees to comply with all
regulations and requiring that its employees and agents applicable equal employment opportunity, small
abide by those rules and regulations. Contractor shall business, and affirmative action laws and regulations. If
be responsible to IPC for the acts and omissions of applicable, Contractor and any Subcontractor shall
Personnel performing any portion of Services under abide by the requirements of 41 CFR§§ 60-1.4(a),60-
this Agreement and shall cause Personnel to comply 300.5(a) and 60-741.5(a). These regulations prohibit
with the obligations set forth in this Agreement. discrimination against qualified individuals based on
CONTRACTOR REPRESENTS TO IPC THAT ITS their status as protected veterans or individuals with
PERSONNEL ASSIGNED TO THE disabilities, and prohibit discrimination against all
PERFORMANCE OF SERVICES PURSUANT TO individuals based on their race, color,religion,sex,or
THIS AGREEMENT HAVE BEEN PROPERLY national origin. Moreover, these regulations require
TRAINED, CERTIFIED AND LICENSED (WHERE that covered prime contractors and subcontractors
AND WHEN APPROPRIATE AND REQUIRED)TO take affirmative action to employ and advance in
PERFORM THE TASKS THEY ARE employment individuals without regard to race,color,
PERFORMING. religion, sex, sexual orientation, gender identity,
national origin,protected veteran status or disability.
13. Proprietary Rights.
13.1 Ownership of Work Product. IPC shall To the extent Executive Order 13496 applies to this
immediately and automatically own all right,title,and Agreement or the Services performed hereunder, the text
interest to all Work Product.Upon termination hereof of 29 CFR Part 471, Appendix A to Subpart A (as
and upon receipt of all payments due to Contractor, amended, modified, restated or supplemented from time
Contractor shall turn over to IPC all Work Product to time) is hereby incorporated by reference into this
and copies and derivatives thereof in a form and Agreement as if set forth fully herein. Contractor and any
Subcontractor shall comply with all requirements set forth
format acceptable to IPC. Contractor agrees to
cooperate with IPC or its designee(s),both during and in 29 CFR Part 471,Appendix A to Subpart A.
after the term of this Agreement, in the procurement 15. Dispute Resolution. Any dispute arising out of or in
and maintenance of IPC's rights in Work Product and connection with this Agreement or any SOW shall,to the
to execute, when requested, any other documents extent practicable, be settled amicably by negotiation
deemed necessary by IPC to carry out the purpose of between the Parties represented by management of each
this Agreement and perfect IPC's right, title, and Party, prior to either Party taking legal action.
interest in the Work Product. Contractor Notwithstanding the foregoing, however, either Party
acknowledges and agrees that IPC and its business may seek provisional legal remedies if in such Party's
partners may use the Work Product or Services judgment such action is necessary to avoid irreparable
provided by Contractor. damage or preserve the status quo.
13.2 No IPC Ownership Right in Contractor's 16. Miscellaneous.
Background Intellectual Property Rights. IPC
acknowledges that it has no ownership interest in 16.1 Acknowledgment. Each Party has read this
Contractor's background Intellectual Property Rights. Agreement and has had an opportunity to consult legal
IPC Professional Services Agreement LGL 131 (11/15/18)
Page 10 of 14

counsel regarding the terms and conditions set forth at any tier to IPC during the term of this Agreement shall
herein. be that of an independent contractor. Neither Party shall
be deemed an agent,partner,joint venturer,or employee
16.2 Amendments. Modifications or amend- of the other Party. Contractor shall have the sole and
ments to this Agreement shall be in writing and signed exclusive control over its employees, agents or
by authorized representatives of both Parties. No Subcontractors at all tiers who provide Services to IPC
course of dealing between or among any persons hereunder, and over the labor and employee relations
having any interest in this Agreement shall be deemed policies and policies relating to wages, hours, working
to change any part of this Agreement or any rights or conditions, or other conditions of its employees, agents
obligations under this Agreement. or Subcontractors.
16.3 Assignment. This Agreement is binding 16.7 Payment of Contractor's Personnel.Contractor
upon the Parties hereto, their successors and assigns. agrees to be solely responsible for all compensation of
Neither this Agreement, nor any part hereof, may be Contractor's Personnel who provide Services to IPC
assigned by Contractor, by operation of law or hereunder and work on SOWs. Contractor's Personnel
otherwise,without the express written consent of IPC. shall have no right or claim against IPC for workers'
compensation, stock purchase plan, stock option, health
16.4 Compliance with Laws and Policies. and welfare,pension,retirement or other benefits arising
Contractor shall comply with all applicable IPC out of the Services performed hereunder. Contractor
policies, as posted or otherwise communicated, and agrees to be fully responsible for and to pay when due all
all federal, state, and local laws, rules, regulations, federal, state and local taxes or contributions required
and permits applicable to the Services. If requested under unemployment insurance, social security, income
by IPC, Contractor shall provide to IPC a current tax and other laws by virtue of the performance of
Statement on Standards for Attestation Engagements Services hereunder, and further agrees to fully comply
No. 18 (SSAE18), Service Organization Control 1 with all applicable statutes,rules,regulations and orders
report(SOC 1)during the term of this Agreement and of any competent government authority. Contractor
any extension or renewal of this Agreement. shall promptly pay Subcontractors at all tiers the amount
paid to the Contractor by IPC on account of each
16.5 Entire Agreement: Priority of Documents. Subcontractor's performance of the Services. Should
This Agreement,together with any executed SOW(s), Contractor withhold payment from any subcontractors,
Change Order(s),exhibits,and addenda constitute the Contractor shall immediately notify IPC in writing, and
entire agreement between the Parties with respect to IPC may withhold the same amount from Contractor
the subject matter hereof and supersedes all previous until the dispute is resolved. IPC reserves the right to
proposals, negotiations, representations, communicate directly with Subcontractors at any tier
commitments, writings, agreements and all other regarding payment and to pay such entities directly or by
communications between the Parties (including means of multiple-payee checks as IPC deems necessary
invoices). Unless as otherwise set forth in an SOW, to protect its interests. Nothing in this Section shall be
the terms of this Agreement will govern in the event construed or interpreted to create a payment obligation
of any inconsistency or ambiguity between the terms of any kind between IPC and Subcontractors at any tier.
of this Agreement and any terms related to the subject
matter of this Agreement contained in any SOW, 16.8 Governing Law and Venue. Enforcement and
purchase order, service order or report, work order, interpretation of this Agreement shall be in accordance
invoice, shrink-wrap agreement, internet agreement, with the laws of the state of Idaho notwithstanding its
click-wrap agreement or other document. Section choice of law provisions. Venue shall be in Ada County,
headings in this Agreement are for convenience only Idaho.
and in no way define, limit, construe, or otherwise
affect this Agreement. 16.9 Non-Exclusive Agreement. This Agreement is
not exclusive. Either Party may contract with other third
16.6 Independent Contractor Status. Contractor parties for the receipt or provision of similar services.
agrees and acknowledges that it is retained only for
the purposes and to the extent set forth in this 16.10 Notices. All notices shall be in writing and
Agreement, and that the relationship of Contractor sent: (a)by certified mail, return receipt requested,with
and Contractor's employees,agents or Subcontractors postage prepaid, or (b)by a nationally-recognized
IPC Professional Services Agreement LGL 131 (11/15/18)
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express courier for delivery within two business days, sell such securities. Contractor shall comply with all
with delivery charges prepaid. Notices shall be sent such laws.
to the following addresses:
16.13 Right to Audit. Contractor shall maintain
IPC: books and accounts of the costs relating to the Services
Idaho Power Company described in any SOW in accordance with generally
Attn: accepted accounting principles and practices.
Contractor's records shall be kept in such a manner and
in sufficient detail to clearly disclose the nature and
1221 W. Idaho Street amount of the Services provided by Contractors, costs
Boise,Idaho 83702 pertaining to any SOW, and the basis for charges or
allocations to the SOW. Contractor shall retain all
Simultaneously to: records and results of Services performed under this
Agreement for a period of not less than five years after
Attn: Legal Department completion of Contractor's Services. IPC shall have
1221 W. Idaho Street access to these books and accounts during normal
Boise, ID 83702 business hours to the extent required to verify all costs
and other information related to the Services for a period
Contractor: of five years after completion of Contractor's Services.
At IPC's request, Contractor will deliver either the
original or a copy of any and all field notes,investigative
notes, tests, photos, records, calculations, summaries,
reports, and records produced and collected by
16.11 Security, Conduct, and Safety. While Contractor, Contractor's agents, employees, and
performing Services for IPC, Contractor and its Subcontractors at any tier, in the course of performance
employees, agents or Subcontractors at all tiers shall of the Agreement. Contractor shall provide to IPC these
same rights to audit in any contracts with others for
conduct themselves in a business-like manner, performance of Services provided for by this Agreement.
observe the rules, procedures, and policies of IPC
with respect to security, access and conduct in the 16.14 IPC Property. Contractor, its employees,
workplace,use of IPC resources, safety requirements agents and Subcontractors at all tiers shall return all IPC
and conduct required by federal or state law which are property (including, without limitation, security access
imposed by IPC in connection with the protection and cards, passwords, tokens, pagers and parking cards)
operation of its facilities and employees. Contractor issued to them for performance of Services once Services
shall take reasonable and necessary safety precautions are completed or earlier upon request. Contractor shall
in performing the Services, and shall be responsible be responsible for replacement cost of any unreturned
for the safety of its employees,agents, Subcontractors property.
at all tiers,and IPC. While performing Work for IPC,
Contractor, Subcontractors, and their respective 16.15 Time of Essence. Time is of the essence for
employees and agents shall not possess,use,sell or be this Agreement and each SOW. Contractor shall comply
under the influence of alcohol, drugs, or other with all schedule requirements set forth in the SOW,and
controlled substances (excluding those used or shall provide a schedule for the performance of the
possessed pursuant to a valid prescription). Services if requested by IPC and in a form requested by
16.12 Insider Trading. Contractor acknowledges IPC.
that securities laws prohibit any person who has 16.16 Severability. Whenever possible, each
received material, non-public information about a provision of this Agreement shall be interpreted so as to
company from purchasing or selling securities of such be effective and valid under applicable law. If any
company or from communicating such information to provision is adjudged to be invalid, the remaining
any person while such information is non-public provisions in this Agreement shall remain in force.
under circumstances in which it is reasonably
foreseeable that such person is likely to purchase or 16.17 Survival. Any obligation in this Agreement,
which may involve performance subsequent to
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termination of this Agreement, or which cannot be occurrence of any such Force Majeure Event that will or
ascertained or fully performed until after termination may adversely affect the performance of the Party's
of this Agreement, including without limitation, obligations under this Agreement.
indemnification, confidentiality, insurance and
warranty obligations, shall survive. 16.22 No Third Party Beneficiaries. No persons or
entities, including without limitation, Subcontractors at
16.18 Waiver. Waivers of any right, privilege, any tier, shall be or shall be deemed to be third-party
claim, obligation, condition, or default shall be in beneficiaries of this Agreement.
writing and signed by the waiving Party. No waiver
by a Party of any breach of this Agreement shall be a 16.23 Site Conditions; Hazardous Materials.
waiver of any preceding or succeeding breach,and no Contractor acknowledges and agrees that it is aware of
waiver by a Party of any right under this Agreement the site conditions,that it will immediately notify IPC in
shall be construed as a waiver of any other right. writing and stop performing Services if it encounters any
Hazardous Materials on site, that it will be responsible
16.19 Attorney's Fees. In the event that legal for Hazardous Materials it delivers to the site,and that it
action arises between the parties relating to this will be liable for any damage or harm caused by the
Agreement, an SOW, any Work Product, billing or Hazardous Materials it delivers to the site. For purposes
any other reason related to this Agreement, the of this Agreement, "Hazardous Materials" means any
prevailing Party shall be entitled to recover attorney's substance or material which is defined as or included in
fees and costs incurred in prosecution or defense of the definition of "hazardous substances," "hazardous
the legal action(including without limitation any fees wastes," "extremely hazardous waste," "acutely
on appeal). hazardous waste," "restricted hazardous waste,"
"restricted hazardous waste," "toxic substances," or
16.20 Solicitation. During the term of this "known to cause cancer or reproductive toxicity," (or
Agreement and for a period of one year thereafter, words of similar import),petroleum products (including
Contractor shall not solicit, hire or contract with any crude oil or any fraction thereof), or any other chemical,
IPC employee associated with the Services performed substance, or material which is prohibited, limited, or
pursuant to any SOW. Either Party may hire regulated under any federal, state, or local law,
individuals employed by the other who respond to a ordinance, regulation, order, permit, license, decree,
general advertisement or general solicitation. common law, or treaty now hereinafter in force
regulating,relating to, or imposing liability or standards
16.21 Force Majeure. Neither Party shall be concerning materials or substances known or suspected
liable for any delay in performance hereunder caused to be toxic or hazardous to health or safety, the
by: fire, flood, earthquake, elements of nature, riots, environment, or natural resources. Contractor shall not
civil disorders, rebellions or revolutions in any cause or permit any Hazardous Materials to be brought
country, changes in governmental rules, laws, upon, kept, or used in or about IPC's premises without
regulations, ordinances, permits, or licenses, relating the prior written consent of IPC, which shall not be
to the Services or any other cause beyond the unreasonably withheld, provided Contractor
reasonable control of such Party and not reasonably demonstrates to IPC's satisfaction that such Hazardous
anticipated by such Party(a"Force Majeure Event"), Materials are necessary or useful to the Services
provided the non-performing Party is without fault in Contractor is providing under this Agreement and will
causing such breach, default, or delay, and such be used, kept, stored, and cleaned up in a manner that
breach, default or delay could not have been complies with all laws regulating any such Hazardous
prevented by reasonable precautions and cannot Materials so brought upon or used or kept in or about
reasonably be circumvented by the non-performing IPC's premises. Contractor will indemnify, defend,
Party through the use of alternate sources, work- reimburse, and hold harmless Indemnitees, from, for,
around plans,or other means. For purposes of clarity, and against any and all Damages, whether actual or
late performance of services or late delivery of goods merely alleged and whether directly incurred or from a
by Contractor's Subcontractors, suppliers or vendors third party, including, without limitation, settlement
shall not constitute a Force Majeure Event nor form costs,court costs,and attorneys' and expert witness fees
the basis for limiting any liquidated damages payable and expenses, arising out of, or relating to any breach of
in connection with this Agreement. A Party shall this Section 16.23 or the violation of any law,ordinance,
immediately notify the other Parry in writing of the or regulation relating to Hazardous Materials.
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16.24 No Endorsement: Unless otherwise AGREED AND ACCEPTED to be effective as of the
specified in an SOW, Contractor shall not use IPC's Effective Date.
name for any marketing or promotional purpose or
explicit or implicit endorsement by IPC. (CONTRACTOR NAME)
16.25 Inferred Services. Any labor, By:
documentation, services,materials,or equipment that
may be reasonably inferred from this Agreement or an Name:
SOW or from prevailing custom or trade usage as
being required to produce the intended result of each Title:
SOW will be provided by Contractor whether or not
specifically called for at no additional cost to IPC.
16.26 Standard of Performance. Contractor and IDAHO POWER COMPANY
its employees, agents, and representatives shall, and
Contractor shall cause its Subcontractors of all tiers By:
to, perform all obligations under this Agreement in a
prompt, diligent and workmanlike manner, and Name:
pursuant to a standard of care no less than the standard
of care followed by reputable professionals with Title:
national practices performing similar services on
similar projects.
16.27 Coordination with Other Contractors.
Contractor acknowledges and agrees that IPC may
execute other contracts in connection with the
Services. Contractor shall cooperate, schedule, and
coordinate performance of the Services with the work
of any separate consultants or contractors so as not to
delay or interfere with their work or timely
completion of the Services.
16.28 Costs. Unless explicitly stated otherwise,
Contractor shall comply with all the requirements of
this Agreement at its own expense and cost.
16.29 Counterparts. This Agreement may be
executed in two or more counterparts, each of which
shall be considered an original, and which together
constitute one and the same instrument.
16.30 Supplier Code of Conduct. At all times
during the term of this Agreement, Contractor agrees
to comply with IPC's Supplier Code of Conduct, as
revised from time to time, available at
www.idahopower.com/AboutUs/BusinessToBusines
s/default.cfin.
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