20251209Power Purchase Agreement.pdf

RECEIVED
DECEMBER 9, 2025
IDAHO PUBLIC
UTILITIES COMMISSION
POWER PURCHASE AGREEMENT
BETWEEN
REGENTS OF THE UNIVERSITY OF IDAHO
AND
AVISTA CORPORATION
POWER PURCHASE AGREEMENT (SOLAR)
This Agreement is made by and between Avista Corporation, a Washington corporation
("Avista"), and the Regents of the University of Idaho("Seller"). Avista and Seller are sometimes
referred to individually as a"Party" and collectively as the "Parties."
RECITALS
WHEREAS,Seller owns,operates and maintains the electric power generating facility with
a Nameplate Capacity Rating of 132.2 kW Alternating Current (AC), as more fully described in
Exhibit A ("Facility");
WHEREAS, the Parties entered into the First Amended and Restated Power Purchase
Agreement ("First Amended and Restated Agreement") that was approved by the Idaho Public
Utilities Commission on June 22, 2022;
WHEREAS, the Parties entered into the Second Amended and Restated Power Purchase
Agreement("Second Amended and Restated Agreement") that was approved by the Idaho Public
Utilities Commission on April 17, 2024;
WHEREAS, the Second Amended and Restated Agreement expires by its terms on
February 16, 2026;
WHEREAS, upon the expiration of the Second Amended and Restated Agreement, this
Agreement will constitute a renewal of the Second Amended and Restated Agreement and will
replace the Second Amended and Restated Agreement in its entirety;
WHEREAS, Seller will operate the Facility as a Qualifying Facility, as defined by the
Public Utility Regulatory Policies Act of 1978 ("PURPA");
WHEREAS, Seller will use the Facility to serve Seller's Load(as defined herein); and
WHEREAS, to the extent the output generated from the Facility exceeds Seller's Load,
Seller will deliver and sell to Avista on an as-available basis, and Avista will purchase, output
generated from the Facility subject to the terms of this Agreement.
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PURCHASE AGREEMENT (SOLAR)

NOW, THEREFORE, in consideration of the mutual agreements set forth herein, the
Parties agree as follows.
1. DEFINITIONS
Except as otherwise defined in this Agreement, whenever used in this Agreement and
exhibits hereto, the following terms shall have the following meanings:
1.1 "Agreement" means this Power Purchase Agreement, including all exhibits, and
any written amendments.
1.2 "Avoided Cost Rates" shall have the meaning provided in Section 5.2 of this
Agreement.
1.3 "aMW" means average megawatt(s). An average megawatt is calculated by
dividing the total generation in MWh over a given period of time (e.g., a calendar month) by the
number of hours in that period of time.
1.4 "Business Day" means every day other than a Saturday or Sunday or a national
holiday. National holidays shall be those holidays observed NERC.
1.5 "Commission"means the Idaho Public Utilities Commission, or its successor.
1.6 "Effective Date" shall have the meaning provided in Section 4 of this Agreement.
1.7 "Environmental Attributes" means any and all certificates, credits, benefits,
emissions reductions,environmental air quality credits and emissions reduction credits,offsets and
allowances,howsoever entitled,resulting from the avoidance of the emission of any gas,chemical,
or other substance attributable to the generation of energy by the Facility, and the delivery of such
energy to the electricity grid, and include without limitation, any of the same arising out of any
current or future legislation or regulation concerned with oxides of nitrogen,sulfur,or carbon,with
particulate matter, soot, or mercury, or implementing the United Nations Framework Convention
on Climate Change ("UNFCCC") or the Kyoto Protocol to the UNFCCC or crediting "early
action" with a view thereto, or laws or regulations involving or administered by the Clean Air
Markets Division of the Environmental Protection Agency or successor administrator(collectively
with any state or federal entity given jurisdiction over a program involving transferability of
Environmental Attributes, the "CAMD"), but specifically excluding investment tax credits,
production tax credits, and cash grants associated with the construction or operation of the Facility
and other financial incentives in the form of credits, reductions, or allowances associated with
ownership of the Facility that are applicable to a state or federal income tax obligation, if any.
Environmental Attributes also include the reporting rights or Renewable Energy Certificates
("RECs") associated with these Environmental Attributes. Environmental Attributes include
without limitation all "Environmental Attributes" and all "Green Attributes" as those terms are
defined in Appendix A-I and Appendix A-2 of California Public Utilities Commission D. 08-08-
028 in R. 06-02-012. RECS are accumulated on a MWh basis and one REC represents the
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PURCHASE AGREEMENT (SOLAR)

Environmental Attributes associated with one MWh of energy. Environmental Attributes do not
include any energy, capacity, reliability or other power attributes from the Facility.
1.8 Reserved.
1.9 "Facili " means the electric energy generating facilities, including all equipment
and structures necessary to generate and supply electric energy, more particularly described at
Exhibit A.
1.10 "Facility Service Power" means the electric energy generated and used by the
Facility during its operation to operate equipment that is auxiliary to primary generation equipment
including,but not limited to,pumping, generator excitation, cooling or other operations related to
the production of electric energy by the Facility.
1.11 "Force Maieure" shall have the meaning provided in Section 11 of this
Agreement.
1.12 "FERC"means the Federal Energy Regulatory Commission, or its successor.
1.13 "Interconnection Agreement" the agreement between Seller and Avista which
governs how the Net Output is delivered to Avista's at the Point of Interconnection during the
Term of this Agreement.
1.14 "MW" means megawatt. One thousand kilowatts equals one megawatt.
1.15 "MWh" means megawatt-hour. One thousand kilowatt-hours equals one
megawatt-hour.
1.16 "Market Energy Price"means eighty-five percent(85%)of the PowerDex hourly
Mid-Columbia index ("Mid-C Index") price; provided, however, if the Mid-C Index price is less
than zero, the Market Energy Price shall be one-hundred and fifteen percent(115%) of the Mid-C
Index price.
1.17 "Nameplate Capacity Rating" means the maximum generating capacity of the
Facility, as determined by the manufacturer,and expressed in megawatts(MW)or kilowatts(kW).
1.18 "NERC" means the North American Electric Reliability Corporation or its
successor.
1.19 "Net Output" means the capability and electric energy generated by the Facility,
less Seller's Load expressed in megawatt-hours (MWh) or kilowatt-hours (kWh).
1.20 "Point of Delivery" means the location, as specified in Exhibit A of this
Agreement, where the electric energy produced by the Facility is delivered by Seller to Avista's
electrical system.
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PURCHASE AGREEMENT (SOLAR)

1.21 "Prudent Utility Practices"means the practices,methods,and acts commonly and
ordinarily used in electrical engineering and operations by a significant portion of the electric
power generation and transmission industry, in the exercise of reasonable judgment in the light of
the facts known or that should have been known at the time a decision was made, that would have
been expected to accomplish the desired result in a manner consistent with law, regulation,
reliability, safety, environmental protection, economy, and expedition.
1.22 "Oualifyine Facility" or "OF" means a generating facility which meets the
requirements for "QF" status under PURPA and part 292 of FERC's Regulations, 18 C.F.R. Part
292, and which has obtained certification of its QF status.
1.23 "Seller's Load"means Seller's electrical load on Seller's side of the retail meter(s)
through which Avista delivers electric energy to Seller's University campus, including Facility
Service Power, to be served directly by the Facility. For the avoidance of doubt, Seller's Load
shall not include any third-party electrical load or any remote load that requires the output from
the Facility to be delivered across Avista distribution or transmission facilities.
1.24 "Term" shall have the meaning provided in Section 4 of this Agreement.
1.25 "WECC" means the Western Electricity Coordinating Council or its successor.
1.26 "WREGIS" means the Western Renewable Energy Generation Information
System, or a successor.
1.27 "WREGIS Operating Rules" means the then current operating rules and
requirements adopted by WREGIS, as such rules and requirements may be amended,
supplemented or replaced(in whole or in part) from time to time.
2. WARRANTIES
2.1 No Warranty by Avista. Avista makes no warranties, expressed or implied,
regarding any aspect of Seller's design, specifications, equipment or facilities, including, but not
limited to, safety, durability, reliability, strength, capacity, adequacy or economic feasibility, and
any review, acceptance or failure to review Seller's design, specifications, equipment or Facility
shall not be an endorsement or a confirmation by Avista. Avista assumes no responsibility or
obligation with regard to any NERC and/or WECC reliability standard associated with the Facility
or the delivery of electric energy from the Facility to the Point of Delivery.
2.2 Seller's Warranty. Seller warrants and represents that: (a)Seller has investigated
and determined that it is capable of performing and will perform the obligations hereunder and has
not relied upon the advice, experience or expertise of Avista in connection with the transactions
contemplated by this Agreement; (b) all professionals and experts including, but not limited to,
engineers, attorneys or accountants,that Seller may have consulted or relied on in undertaking the
transactions contemplated by this Agreement have been solely those of Seller; (c) Seller will
comply with all applicable laws and regulations and shall obtain and comply with applicable
licenses, permits and approvals in the design, construction, operation and maintenance of the
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PURCHASE AGREEMENT (SOLAR)

Facility; and(d) the Facility is, and during the Term of this Agreement will remain, a Qualifying
Facility as that term is used in 18 C.F.R Part 292. Seller's failure to maintain Qualifying Facility
status will be a material breach of this Agreement. Avista reserves the right to review the Seller's
Qualifying Facility status and associated support and compliance documents at any time during
the Term of this Agreement.
3. CONDITIONS PRIOR TO DELIVERY OF NET OUTPUT
3.1 Seller Representation. Seller represents that, prior to the commencement of the
first delivery of Net Output to Avista Seller's licenses, permits and approvals (including, but not
limited to, evidence of compliance with Subpart B, 18 C.F.R. § 292.207, tribal, state and local
business licenses, environmental permits, easements, leases and all other required approvals) are
legally and validly issued,are held in the name of the Seller,and Seller is in substantial compliance
with said permits.
3.2 Independent Engineering Certifications. Upon Avista's request, prior to the
commencement of the first delivery of Net Output to Avista,Seller shall submit to Avista applicable
Independent Engineering Certifications for Construction Adequacy for a Qualifying Facility. The
Independent Engineering Certification shall be signed by a licensed professional engineer in good
standing and be submitted in a form specified in Exhibit C-1. . Avista's acceptance of such forms
shall not be unreasonably withheld. This Section 3.2 shall not apply to a Seller who has previously
provided the certification required by this Section to Avista for the same Facility.
3.3 Interconnection Agreement. Seller shall provide Avista a copy of its
Interconnection Agreement,which shall be attached hereto as Exhibit D.
3.4 Insurance. Upon Avista's request, Seller shall, to the extent applicable, submit to
Avista evidence of compliance with Section 7.1.
3.5 Network Resource Designation. Upon Avista's request, Seller shall provide to
Avista all data required by Avista to enable the Facility to be designated by Avista as a network
resource.
4. TERM OF AGREEMENT
This Agreement shall be effective on February 17, 2026 or such other date set by
Commission order (the "Effective Date") and shall continue for ten (10) years after the Effective
Date (the "Term"), unless otherwise terminated as provided herein.
5. PURCHASE PRICES AND PAYMENT
5.1 Seller Election. To the extent that the Facility generates energy in excess of Seller
Load, Seller elects to provide such energy generated by the Facility to Avista as Seller determines
such energy generated by the Facility is available for sale to Avista(on an as-available basis).
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PURCHASE AGREEMENT (SOLAR)

5.2 Avoided Costs Calculated at the Time of Delivery. To the extent that Seller
provides energy generated by the Facility to Avista pursuant to Section 5.1, the rate to be paid to
Seller shall be the avoided costs calculated at the time of delivery("Avoided Cost Rates"), which
shall be, for each hour in which Seller delivers Net Output to Avista at the Point of Delivery after
the Effective Date, the Market Energy Price for such hour expressed in $ per kWh multiplied by
the total kWh delivered to Avista at the Point of Delivery for such hour.
5.3 Payments to Seller. For any calendar month in which Seller has delivered Net
Output from the Facility to Avista in accordance with this Agreement, Avista-shall prepare and
submit to Seller a monthly statement based upon Net Output delivered to Avista during the
previous month. Payments owed by Avista shall be paid no later than the 201h day of the month
following the end of the monthly billing period or five days after the receipt of a monthly statement,
whichever is later. If the due date falls on a non-Business Day, then the payment shall be due on
the next Business Day.
5.4 Payments to Avista and Right of Set Off. If Seller is obligated to make any
payment or refund to Avista, Seller agrees that Avista may set off such payment or refund amount
against any current or future payments due Seller under this Agreement. If Avista does not elect
to set off, or if no current or future payment is owed by Avista, Avista shall submit an invoice to
Seller for such payments. Seller shall pay Avista no later than the 201h day of the month following
the end of the monthly billing period or five days after the receipt of a monthly statement,
whichever is later. If the due date falls on a non-Business Day, then the payment shall be due on
the next Business Day.
5.5 Interest. In addition to the remedies set forth in Section 15 of this Agreement, any
amounts owing after the due date specified in Sections 7.3 and 7.4 will be subject to interest in the
amount of one and one half percent (1.5%) per month, not to exceed the maximum rate allowed
by the law, multiplied by the unpaid balance.
5.6 Wire Transfer. All payments shall be made by ACH or wire transfer in accordance
with further agreement of the Parties.
5.7 Title and Risk of Loss. As between the Parties, Seller shall be deemed to be in
control of the output from the Facility up to and until delivery to and receipt by Avista at the Point
of Delivery and Avista shall be deemed to be in control of the Net Output delivered to and received
by Avista.
6. ENVIRONMENTAL ATTRIBUTES
6.1 Ownership of Environmental Attributes. To the full extent allowed by
applicable laws or regulations, Avista shall own or be entitled to claim fifty percent of the
Environmental Attributes associated with the Net Output delivered to Avista.
To the extent necessary, Seller shall assign to Avista all rights,title and authority necessary
for Avista to register, own,hold and manage such Environmental Attributes in Avista's own name
and to Avista's account, including any rights associated with WREGIS (or any other renewable
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PURCHASE AGREEMENT (SOLAR)

energy information or tracking system that may be established) with regard to monitoring,
tracking,certifying,or trading such Environmental Attributes. The Environmental Attributes to be
transferred to Avista hereunder will be sourced from the Facility. Seller shall take all reasonable
steps, at Seller's expense, required to obtain and maintain tradable renewable certification,
including Green-e, California Energy Commission, or other similar certification for the Facility
and/or the Gross Facility Output.
6.2 Transfers. To the extent that Avista is to own any Environmental Attributes in
accordance with Section 6.1 of this Agreement, Seller shall transfer all such Environmental
Attributes to Avista on a monthly basis in accordance with the certification procedure established
by the WREGIS Operating Rules. Seller shall comply with all laws, including,without limitation,
the WREGIS Operating Rules, regarding the certification and transfer of such Environmental
Attributes to Avista and Avista shall be given sole title to all such Environmental Attributes. Seller
warrants that upon delivery to Avista, the Environmental Attributes will be free and clear of all
liens, security interests, claims and encumbrances. Upon request of Avista, Seller shall, at its sole
expense, take all actions and execute all documents or instruments necessary to ensure that such
Environmental Attributes are issued and tracked for purposes of satisfying state renewable
portfolio standard requirements, including Washington State's Energy Independence Act
requirements, and are transferred in a timely manner to Avista.
6.3 Changes to WREGIS. If the WREGIS Operating Rules are changed or replaced
after the Effective Date,WREGIS applies the WREGIS Operating Rules in a manner inconsistent
with Section 6.2 after the Effective Date, or WREGIS is eliminated or replaced, the Parties
promptly shall modify Section 6.2 as reasonably required to cause and enable Seller to transfer
Environmental Attributes to Avista(to the extent required by Sections 6.1 and 6.2), including but
not limited to those modifications reasonably required to cause and enable Seller to transfer to
Avista's WREGIS Account the Environmental Attributes that are required to be transferred to
Avista for each given calendar month under this Agreement.
7. INSURANCE; CONTINUING OBLIGATIONS
7.1 Insurance. Prior to the commencement of the first delivery of Net Output to
Avista, Seller, at its own cost, shall obtain and maintain the following insurance in force over the
term of this Agreement and shall provide certificates of all insurance policies. All insurance
policies required to fulfill the requirements of this Section 7 shall include language requiring that
any notice of cancellation or notice of change in policy terms be sent to Avista by the insurance
carrier(s) at least sixty days prior to any change or termination of the policies.
7.1.1 General Liability. Seller shall carry commercial general liability insurance
for bodily injury and property damage with a minimum limit equal to $1,000,000 for each
occurrence. The deductible shall not exceed the Seller's financial ability to cover claims
and shall not be greater than prevailing practices for similar operations in the State of
Washington.
7.1.2 Property. Seller shall carry all-risk property insurance for repair or
replacement of the Facility. The limit of property insurance shall be sufficient to restore
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operations in the event of reasonably foreseeable losses from natural, operational,
mechanical and human-caused perils. The deductible shall not exceed the Seller's financial
ability to fund the cost of losses and shall not be greater than prevailing practices for similar
operations in the State of Idaho.
7.1.3 Qualifying Insurance. The insurance coverage required by this Section 7
shall be obtained from an insurance company reasonably acceptable to Avista and shall
include an endorsement naming Avista as an additional insured and loss payee as
applicable.
7.1.4 Notice of Loss or Lapse of Insurance by Seller. If the insurance coverage
required by this Section 7 is lost or lapses for any reason, Seller will immediately notify
Avista in writing of such loss or lapse. Such notice shall advise Avista of(i)the reason for
such loss or lapse and(ii)the steps Seller is taking to replace or reinstate coverage. Seller's
failure to provide the notice required by this Section and/or to promptly replace or reinstate
coverage will constitute a material breach of this Agreement
7.2 Self-Insurance. Notwithstanding the foregoing, Seller shall be entitled to self-
insure through its self-funded liability program administered by the State of Idaho Office of Risk
Management, which has a Combined Single Limit of$500,000. Seller will provide a Certificate
of Financial Responsibility upon request.
7.3 Continuing Obligations. For the Term of this Agreement, Seller will provide
Avista with the following:
7.3.1 Insurance. Upon Avista's request, Seller shall provide Avista evidence of
compliance with the provisions of Section 7.1. If Seller fails to comply, such failure will
be a material breach and may only be cured by Seller promptly supplying evidence that the
required insurance coverage has been replaced or reinstated.
7.3.2 Engineer's Certification. If requested by Avista, Seller will supply Avista
with a Certification of Ongoing Operations and Maintenance from a Registered
Professional Engineer licensed in the state in which the Facility is located, which
certification shall be in the form specified in Exhibit C-2. Seller's failure to supply the
certificate required by this Section 7.3.2 will be a material breach that may only be cured
by Seller promptly providing the required certificate. Avista may request the Certification
of Ongoing Operations and Maintenance required by this Section once in during the Term.
7.3.3 Licenses and Permits. During the Term of this Agreement, Seller shall
comply with all applicable federal, state, and local laws and regulations. Seller shall
maintain compliance with all permits and licenses described in Section 3.1 of this
Agreement. In addition, Seller will obtain, and supply Avista with copies of, any new or
additional permits or licenses that may be required for Seller's operations. At least every
fifth year after the Effective Date, Seller will update the documentation described in
Section 3.1. If at any time Seller fails to maintain compliance with the permits and licenses
described in Section 3.1 or this Section, or to provide documentation required by this
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Section, such failure will be a material breach of this Agreement that may only be cured
by Seller submitting to Avista evidence of compliance.
8. CURTAILMENT, INTERRUPTION OR REDUCTION OF DELIVERY
Avista may require Seller to curtail, interrupt or reduce delivery of Net Output if, in
accordance with Section 9.2, Avista determines that curtailment, interruption or reduction is
necessary because of a Force Majeure event or to protect persons or property from injury or
damage,or because of emergencies,necessary system maintenance,system modification or special
operating circumstances. Avista will use commercially reasonable efforts to keep any period of
curtailment, interruption, or reduction to a minimum. In order not to interfere unreasonably with
Seller operations, Avista will, to the extent practical, give Seller reasonable prior notice of any
curtailment, interruption, or reduction, the reason for its occurrence and its probable duration.
Seller understands and agrees that Avista may not be able to provide notice to Seller prior to
interruption, curtailment, or reduction of electrical energy deliveries to Avista in emergency
circumstances, real-time operations of the electric system, and/or unplanned events_
9. OPERATION
9.1 Communications and Reporting. Avista and the Seller shall maintain appropriate
operating communications through the Communicating and Reporting Guidelines specified in
Exhibit B.
9.2 Excuse From Acceptance of Delivery of Enemy.
9.2.1 Avista may curtail, interrupt, reduce or suspend delivery, receipt or
acceptance of Net Output if Avista, in its sole discretion, reasonably determines that such
curtailment, interruption, reduction or suspension is necessary, consistent with Prudent
Utility Practice, and that the failure to do so may:
(a) endanger any person or property, or Avista's electric system, or any
electric system with which Avista's system is interconnected;
(b) cause, or contribute to, an imminent significant disruption of electric
service to Avista's or another utility's customers;
(c) interfere with any construction, installation, inspection, testing, repair,
replacement, improvement, alteration, modification, operation,use or maintenance
of, or addition to, Avista's electric system or other property of Avista; or
(d) prevent or interfere with Avista's compliance with any applicable law
or regulatory requirement.
9.2.2 Avista shall promptly notify Seller of the reasons for any such curtailment,
interruption, reduction or suspension provided for in Section 9.2. Avista shall use
reasonable efforts to limit the duration of any such curtailment, interruption, reduction or
suspension.
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9.3 Seller's Risk. Seller shall design,construct, own, operate and maintain the Facility
at its own risk and expense in compliance with all applicable laws, ordinances, rules, regulations,
orders and other requirements, now or hereafter in effect, of any governmental authority.
9.4 Avista's Right to Inspect. Seller shall permit Avista to inspect and audit the
Facility, any related production, delivery and scheduling documentation or the operation, use or
maintenance of the Facility at any reasonable time and upon reasonable notice. Seller shall provide
Avista reasonable advance notice of any Facility test or inspection performed by or at the direction
of Seller.
9.5 Seller Obligations in Accordance with Prudent Utility Practices. Seller shall
own, operate and maintain the Facility and any Seller-owned Interconnection Facilities so as to
allow reliable generation and delivery of Net Output to Avista for the full Term of the Agreement,in
accordance with Prudent Utility Practices.
9.6 Modifications. Seller shall notify Avista in writing prior to making any material
modifications to the facility. Material modifications to the Facility include,but are not limited to, any
modification that increases or decreases the Facility nameplate capacity rating, changes the primary
energy source, and changes to the generator fuel. Any material modifications to the Facility,including
but not limited to the generator or turbine, that(1) increases the Facility nameplate capacity rating, or
(2) changes the primary energy source, or(3) changes to the generator fuel,will require a review, and
subject to Section 21 of this Agreement, amendment of the Agreement, including amendment to
Exhibit A to reflect the Facility as actually modified and adjustment of the applicable pricing to
ensure that, as of the date when output is first delivered from the modified Facility, payments to
Seller reflect the proper authorized rates for the Facility as modified. In the event that, as a result
of the modifications to the Facility, Avista determines that the Facility is no longer a Qualifying
Facility or if the Parties are unable to mutually agree to an amendment to the Agreement that
satisfies the requirements of this paragraph, Avista may terminate the Agreement. If the
Agreement is terminated because of such modifications, Project Developer will be responsible for
any financial damages incurred by Avista as a result of such termination.
10. INTERCONNECTION, METERING AND TRANSMISSION
Seller shall make all necessary arrangements to interconnect its Facility with the electrical
system of Avista. Any required metering for the Facility shall be pursuant to the Interconnection
Agreement.
11. FORCE MAJEURE
11.1 Except as expressly provided in Section 11.6, neither Party shall be liable to the
other Party, or be considered to be in breach of or default under this Agreement, for delay in
performance due to a cause or condition beyond such Parry's reasonable control which despite the
exercise of reasonable due diligence, such Party is unable to prevent or overcome ("Force
Majeure"), including but not limited to:
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(a) fire, flood, earthquake, volcanic activity; court order and act of civil, military
or governmental authority; strike, lockout and other labor dispute; riot, insurrection,
sabotage or war; pandemic or epidemic; unanticipated electrical disturbance originating in
or transmitted through such Party's electric system or any electric system with which such
Party's system is interconnected; or
(b) an action taken by such Parry which is, in the sole judgment of such Party,
necessary or prudent to protect the operation,performance, integrity,reliability or stability
of such Party's electric system or any electric system with which such Party's electric
system is interconnected, whether such actions occur automatically or manually.
11.2 In the event of a Force Majeure event, the time for performance shall be extended
by a period of time reasonably necessary to overcome such delay. Avista shall not be required to
pay for Net Output which, as a result of any Force Majeure event, is not delivered.
11.3 Nothing contained in this Section shall require any Party to settle any strike,lockout
or other labor dispute.
11.4 In the event of a Force Majeure event, the delayed Party shall provide the other
Party notice by telephone or email as soon as reasonably practicable and written notice within
fourteen days after the occurrence of the Force Majeure event. Such notice shall include the
particulars of the occurrence. The suspension of performance shall be of no greater scope and no
longer duration than is required by the Force Majeure and the delayed Parry shall use its best efforts
to remedy its inability to perform.
11.5 Force Majeure shall include any unforeseen electrical disturbance that prevents any
electric energy deliveries from occurring at the Point of Delivery.
11.6 Notwithstanding anything to the contrary herein, Force Majeure shall not apply to,
or excuse any default under, Sections 15.1(a), 15.1(b), 15.1(c), or 15.1(d). For the avoidance of
doubt, Avista may declare Seller in Default if an event described in any of Sections 15.1(a),
15.1(b), 15.1(c), or 15.1(d), occurs and Avista may pursue any remedy available to it under this
agreement.
12. INDEMNITY
12.1 Except as precluded by applicable law (including the limitations prescribed by the
laws of the state of Idaho and, to the extent required by such laws, the lawful policies
promulgated by the University of Idaho's Board of Regents), the Parties shall at all times
indemnify, defend, and hold the other Party harmless from, any and all damages, losses, claims,
including claims and actions relating to injury to or death of any person or damage to property,
demand, suits, recoveries, costs and expenses, court costs, attorney fees, and all other obligations
by or to third parties, arising out of or resulting from such Party's action or failure to meet its
obligations under this Agreement, except in cases of gross negligence or intentional wrongdoing
by the indemnified Party. This indemnity shall not extend the responsibility or liability of
University of Idaho beyond that allowed by applicable law, including without limit and to the
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extent applicable, the Idaho constitution, the Idaho Tort Claims Act, and Idaho Code sections 59-
1015, 1016, and 1017. Nothing herein shall obligate the Legislature of the State of Idaho to
make future appropriations for any payment of any obligation of the University of Idaho, and any
such obligation is an independent obligation of the University and not of the State of Idaho.
Nothing herein shall be deemed a waiver of the University of Idaho's or the State of Idaho's
sovereign immunity, which is hereby expressly reserved.
12.2 SELLER AND AVISTA SPECIFICALLY WARRANT THAT THE TERMS
AND CONDITIONS OF THE FOREGOING INDEMNITY PROVISIONS ARE THE
SUBJECT OF MUTUAL NEGOTIATION BY THE PARTIES, AND ARE
SPECIFICALLY AND EXPRESSLY AGREED TO IN CONSIDERATION OF THE
MUTUAL BENEFITS DERIVED UNDER THE TERMS OF THE AGREEMENT.
12.3 EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY
SHALL BE LIABLE UNDER ANY PROVISION OF THIS AGREEMENT FOR ANY
SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES,
INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT, SAVINGS OR REVENUE,
LOSS OF THE USE OF EQUIPMENT, COST OF CAPITAL, OR COST OF
TEMPORARY EQUIPMENT OR SERVICES, WHETHER BASED IN WHOLE OR IN
PART IN CONTRACT, IN TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY,
OR ANY OTHER THEORY OF LIABILITY; PROVIDED, HOWEVER, THAT ANY
AMOUNTS DUE TO SELLER AS PAYMENT FOR NET OUTPUT DELIVERED TO
AVISTA PURSUANT TO THE TERMS OF THIS AGREEMENT SHALL BE DEEMED
TO BE DIRECT DAMAGES.
13. ASSIGNMENT
13.1 Seller shall not assign its rights or delegate its duties under this Agreement without
the prior written consent of Avista, which consent shall not be unreasonably withheld. Subject
to the foregoing restrictions on assignments, this Agreement shall be fully binding upon, inure to
the benefit of and be enforceable by the Parties and their respective successors, heirs and assigns.
13.2 Seller shall have the right without Avista's consent, but with a thirty days prior
written notice to Avista,to make collateral assignments of its rights under this Agreement to satisfy
the requirements of any development, construction, or other reasonable long-term financing. A
collateral assignment shall not constitute a delegation of Seller's obligations under this Agreement,
and this Agreement shall not bind the collateral assignee. Any collateral assignee succeeding to
any portion of the ownership interest of Seller shall be considered Seller's successor in interest
and shall thereafter be bound by this Agreement.
14. NO UNSPECIFIED THIRD-PARTY BENEFICIARIES
There are no third-party beneficiaries of this Agreement. Nothing contained in this
Agreement is intended to confer any right or interest on anyone other than the Parties, and their
respective successors, heirs and assigns permitted under Section 13.
Page - 12 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

15. DEFAULT AND TERMINATION
15.1 In addition to any other breach or failure to perform under this Agreement, each of
the following events shall constitute a Default:
(a) The Facility ceases to be a Qualifying Facility;
b)A Party becomes insolvent(e.g., is unable to meet its obligations as they become
due or its liabilities exceed its assets);
(c) Seller makes a general assignment of substantially all of its assets for the benefit
of its creditors, files a petition for bankruptcy or reorganization or seeks other relief under
any applicable insolvency laws;
(d) Seller has filed against it a petition for bankruptcy,reorganization or other relief
under any applicable insolvency laws and such petition is not dismissed or stayed within
sixty days after it is filed;
(e) Seller is in default under any Agreement related to this Agreement; or
(f) Termination, cancellation or expiration of any agreement required for Seller to
deliver electric energy to Avista under this Agreement, including but not limited to the
Interconnection Agreement.
15.2 Notice and Opportunity to Cure. In the event of a Default, the non-Defaulting
Parry shall give written notice to the Defaulting Parry of a Default in accordance with Section 27.
Except as provided in Section 15.1(d),if the Defaulting Party has not cured the breach within thirty
days after receipt of such written notice,the non-Defaulting Party may, at its option,terminate this
Agreement and/or pursue any remedy available to it in law or equity;provided that, if a Default
occurs under Sections 15.1(a) or 15.1(f), Seller shall not deliver any Net Output to Avista, and
Avista shall have no obligation to accept any Net Output from the Facility, until such Default is
cured.
15.3 Additional Rights and Remedies. Any right or remedy afforded to either Party
under this Agreement on account of a Default by the other Party is in addition to, and not in lieu
of, all other rights or remedies available to such Parry under any other provisions of this
Agreement,by law or otherwise on account of the Default.
15.4 Damages. If this Agreement is terminated as a result of Seller's Default after the
Effective Date, Seller shall pay Avista, in addition to other damages, the positive difference, if
any, between the applicable Avoided Cost Rate and the cost to replace the Net Output for twelve
months beginning on the date of the original Default, plus all associated transmission costs to
Avista to acquire such replacement Net Output.
Page - 13 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

16. DISPUTE RESOLUTION
Each Parry shall strive to resolve any and all differences during the term of the Agreement
through meetings and discussions. If a dispute cannot be resolved within a reasonable time,not to
exceed thirty days, each Party shall escalate the unresolved dispute to a senior officer designated
by each Party. If the senior officers are not able to resolve the dispute within ten Business Days
of escalation then the Parties may agree to mediate or arbitrate the dispute. In the event that the
Parties do not agree to mediation or arbitration, either Party may, as applicable, request a hearing
before the Commission or seek relief in a court of competent jurisdiction.
17. RELEASE BY SELLER
Seller releases Avista from any and all claims, losses, harm, liabilities, damages, costs and
expenses to the extent resulting from any:
17.1 Electric disturbance or fluctuation that migrates, directly or indirectly, from
Avista's electric system to the Facility;
17.2 Interruption, suspension or curtailment of electric service to the Facility or any
other premises owned, possessed, controlled or served by Seller, which interruption, suspension
or curtailment is caused or contributed to by the Facility or the interconnection of the Facility;
17.3 Disconnection, interruption, suspension or curtailment by Avista pursuant to terms
of this Agreement or the Interconnection Agreement.
18. SEVERAL OBLIGATIONS
The duties, obligations and liabilities of the Parties under this Agreement are intended to
be several not joint or collective. This Agreement shall not be interpreted or construed to create
an association,joint venture or partnership between the Parties. Each Party shall be individually
and severally liable for its own obligations under this Agreement. Further,neither Party shall have
any rights,power or authority to enter into any agreement or undertaking for or on behalf of,to act
as to be an agent or representative of, or to otherwise bind the other Party.
19. IMPLEMENTATION
Each Party shall promptly take such action (including, but not limited to, the execution,
acknowledgement and delivery of documents) as may be reasonably requested by the other Party
for the implementation or continuing performance of this Agreement.
20. NON-WAIVER
The failure of either Party to insist upon or enforce strict performance by the other Party of
any provision of this Agreement or to exercise any right under this Agreement shall not be
construed as a waiver or relinquishment of such Party's right to assert or rely upon any such
Page - 14 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

provision or right in that or any subsequent instance; rather, the same shall be and remain in full
force and effect.
21. AMENDMENT
No change, amendment or modification of any provision of this Agreement shall be valid
unless set forth in a written amendment to this Agreement signed by both Parties and subsequently
approved by the Commission.
22. CHOICE OF LAWS
This Agreement shall be construed and interpreted in accordance with the laws of the State
of Idaho without reference to its choice of law provisions.
23. HEADINGS
The Section headings in this Agreement are for convenience only and shall not be
considered part of or used in the interpretation of this Agreement.
24. SEVERABILITY
The invalidity or unenforceability of any provision of this Agreement shall not affect the
validity or enforceability of any other provision of this Agreement, and this Agreement shall be
construed in all respects as if the invalid or unenforceable provision were omitted.
25. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be
deemed as an original, and together shall constitute one and the same document.
26. TAXES
Each Party shall pay before delinquency all taxes and other governmental charges which,
if failed to be paid when due, could result in a lien upon the Facility or the Interconnection
Facilities.
Page - 15 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

27. NOTICES
Unless otherwise specified, all written notices or other communications required by or
provided under this Agreement shall be mailed or delivered to the following addresses, and shall
be considered delivered when deposited in the US Mail,postage prepaid,by certified or registered
mail or delivered in person:
to Avista: Director, Power Supply
Avista Corporation
P.O. Box 3727
Spokane, WA 99220
to Seller: Director of Facilities
University of Idaho
875 Perimeter Drive, MS2281
Moscow, ID 83844-2281
Either Party may change its designated representative to receive notice and/or address
specified above by giving the other Party written notice of such change.
28. SURVIVAL
Rights and obligations which, by their nature, should survive termination or expiration of
this Agreement, will remain in effect until satisfied, including without limitation, all outstanding
financial obligations, and the provisions of Section 12 (Indemnity) and Section 16 (Dispute
Resolution).
29. ENTIRE AGREEMENT
This Agreement, including the following exhibits which are attached and incorporated by
reference herein, constitutes the entire agreement of the Parties and supersedes all prior and
contemporaneous oral or written agreements between the Parties with respect to the subject matter
hereof.
Exhibit A Project Description and Point of Delivery
Exhibit B Communications and Reporting
Exhibit C-1 Independent Engineering Certifications for Construction Adequacy for a
Qualifying Facility
Exhibit C-2 Independent Engineering Certifications for Ongoing Operations and
Maintenance for a Qualifying Facility
Exhibit D Interconnection Agreement
Page - 16 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

30. Authority
In entering this Agreement, the Seller's representative is acting under delegated authority
under Board of Regents Policy V.I.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by
their duly authorized representatives as of the date set forth below.
REGENTS OF THE UNIVERSITY OF AVISTA CORPORATION
IDAHO
By: By:
Printed Name: Lee Espey Printed Name: Heather Rosentrater
Title: Associate Vice President, Operations Title: President and CEO
Date: 12/4/2025 Date: 12/5/2025
Page - 17 -UNIVERSITY OF IDAHO POWER
PURCHASE AGREEMENT (SOLAR)

Exhibit A
Proiect Description and Point of Delivery
Description of the Facility:
Seller's Facility is described as University of Idaho IRIC Solar Array, and consists of:
• Nameplate size (rating)— 132.2 kW(AC)
• Maximum Generation Injection at Point of Interconnection— 132.2 kW(AC)
• Interconnection feeder: Moscow City M15511
• Generator Type—four Solar Edge 33.3KUS inverters
• Interconnection Type—Network Resource
Location:
Seller's Facility is located at the University of Idaho Integrated Research and Innovation Center
(IRIC), Bldg 770, 685 S. Line Street, Moscow, Idaho 83844
Point of Delivery:
The secondary terminals of the Transmission Provider's Distribution Transformer(s)where the
Seller's secondary conductors are connected.

Exhibit B
Communication and Reporting
(1) Email communications between Seller and Avista shall be submitted to:
Avista: [e-mail]; or
[e-mail]
Seller: [e-mail]
Alternate: [e-mail]
(2) All oral communications relating to electric energy scheduling, generation level changes,
interruptions or outages between Seller and Avista will be communicated on a recorded line as
follows:
(a) Pre-Schedule (5:30 am to 12:00 noon on Business Days):
Avista Pre-Scheduler: [phone]
Alternate Phone: [phone]
Seller: [phone]
Alternate Phone: [phone]
(b) Real-Time Schedule (available 24 hours a day)
Avista Real-Time Scheduler: [phone]
Seller: [phone]
(3) Either Party may change its contact information upon written notice to the other Party.

Exhibit C -1
Independent Engineering Certification for
Construction Adequacy for a Oualifyint!Facility
1. I, am a licensed professional engineer registered to
practice and in good standing in the State of . I have substantial experience in the design,
construction and operation of electric power plants of the same type as
(Title of QF) sited at in
County, State of (the "Facility").
2. I have reviewed and/or supervised the review of the construction in progress or of
the completed Facility and it is my professional opinion that said Facility has been designed and
built according to appropriate plans and specifications bearing the words "CERTIFIED FOR
ACCEPTANCE"and with the stamp of the certifying licensed professional engineer of the design,
and that the Facility was built to commercially acceptable standards for this type of facility.
3. I have no economic relationship to the designer or owner of said Facility and have
made my analysis of the plans and specifications independently.
4. I hereby CERTIFY that the above statements are complete,true,and accurate to the
best of my knowledge and I therefore set my hand and seal below.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:

Exhibit C -2
Independent En2ineerins! Certification of Onsoin2 Operations and
Maintenance for a Oualifyin2 Facility
I. The undersigned is a duly authorized representative of , in its
capacity as an independent engineer(the "Independent Engineer"). The Independent
Engineer has substantial experience reviewing the design, construction, and operation
of electric power plants ofthe same type as the University of Idaho's IRIC solar array
("Facility").
2. Independent Engineer has reviewed the operation and maintenance agreement("O&M
Agreement"') for the Facility and it is the Independent Engineer's professional opinion that,
provided the Facility has been designed and built to appropriate standards, the O&M
Agreement is the same as the original O&M Agreement in place at COD, the is consistent
with Prudent Utility Practices (as defined in the Agreement) and therefore is considered
adequate to support the Facility's production of energy in accordance with the requirements
of the Agreement, noting that the Independent Engineer makes no representation as to the
amounts of energy that will be produced by the Facility.
3. Independent Engineer has no economic relationship to the designer or owner of said Facility
and has made its analysis of the O&M Agreement independently.
4. Independent Engineer hereby confirms that the above statements are complete, true, and
accurate to the best of its knowledge.
Signed and Sealed
DATE:
SIGNATURE:
PRINTED NAME:

Exhibit D
Interconnection Agreement