APPLICATION.tif

CERTIFICATE OF ATTORNEY
ASSERTION THAT INFORMATION CONTAINED IN AN IDAHO PUBLIC UTILITIES
COMMISSION FILING IS PROTECTED FROM PUBLIC INSPECTION
Case No. IPC-E-26-21
In the Matter of the Application of Idaho Power Company for an Order Authorizing the
Proposed Transaction Between Idaho Power Company and Oregon Trail Electric
Consumers Cooperative, Inc. for the Sale and Transfer of Service Territory
The undersigned attorney, in accordance with Commission Rules of Procedure 67,
believes that Attachment 2 to the Application dated June 30, 2026, contains information
that Idaho Power Company and a third party claims is trade secrets, business records of
a private enterprise require by law to be submitted to or inspected by a public agency,
and/or public records exempt from disclosure by state or federal law (material nonpublic
information under U.S. Securities and Exchange Commission Regulation FD)as
described in Idaho Code § 74-101, et seq., and/or § 48-801, et seq. As such, it is protected
from public disclosure and exempt from public inspection, examination, or copying.
DATED this 30th day of June 2026.
DONOVAN E. WALKER
Attorney for Idaho Power Company
APPLICATION - 1
DONOVAN E. WALKER (ISB No. 5921)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR AN
ORDER AUTHORIZING THE PROPOSED
TRANSACTION BETWEEN IDAHO POWER
COMPANY AND OREGON TRAIL
ELECTRIC CONSUMERS COOPERATIVE,
INC. FOR THE SALE AND TRANSFER OF
SERVICE TERRITORY.
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CASE NO. IPC-E-26-21
APPLICATION FOR AN ORDER
AUTHORIZING PROPOSED
TRANSACTION
Idaho Power Company (“Idaho Power” or “Company”), in accordance with Idaho
Public Utilities Commission’s (“IPUC” or “Commission”) Rule of Procedure1 52, hereby
respectfully applies to the Commission for an order approving the proposed transaction
between Idaho Power and Oregon Trail Electric Consumers Cooperative, Inc. (“OTEC”)
providing for the sale and transfer of Idaho Power’s Oregon service territory to OTEC
(“Transaction”). Because the Transaction does not involve the change in ownership or
control, nor the allocation or exchange of service territory, customers, or property in the
state of Idaho, Idaho Code § 61-328 requiring IPUC approval is not directly applicable.
However, Idaho Power respectfully submits that the proposed Transaction is in the public
1 Hereinafter cited as RP.
APPLICATION - 2
interest and results in no harm to its Idaho customers, and asks the Commission to issue
its order finding the same. In support of this Application, Idaho Power files herewith the
testimonies of Adam Richins, Timothy E. Tatum, and Mitch Colburn and states as follows:
I. BACKGROUND
Idaho Power
1.Idaho Power is headquartered in Boise, Idaho, and has been a locally
operated energy company since 1916. Idaho Power has approximately 2,200
employees that serve more than 660,000 customers over a 24,000-square-mile service
area in Idaho and eastern Oregon. Idaho Power is subject to the jurisdiction of the IPUC,
the Public Utility Commission of Oregon (“OPUC”), and the Federal Energy Regulatory
Commission (“FERC”). Idaho Power operates as an interconnected and vertically
integrated system.
2.Idaho Power’s Oregon service territory covers approximately 4,700 square
miles in Malheur, Harney, Baker, and Wallowa counties. In Oregon, Idaho Power serves
approximately 20,000 residential, irrigation, commercial, and industrial customers.
Oregon currently constitutes approximately 4 percent of Idaho Power’s total system load.
Based on Idaho Power’s most recent load forecasts, Oregon’s share of total-company
load is expected to decrease over time as load growth in the Idaho service area
continues to outpace load growth in Oregon. Indeed, by 2030, Oregon’s share of total
system load is expected to decrease to less than 3 percent.
OTEC
3.OTEC was founded in May 1987 and is one of Oregon's largest electric
distribution cooperatives. Electric cooperatives, like OTEC, are private, not-for-profit
APPLICATION - 3
utilities organized under Oregon Revised Statutes Chapter 62 and owned by the
member/owners they serve. OTEC’s existing service territory is adjacent and connected
to Idaho Power’s Oregon operations, and Idaho Power and OTEC have a long history of
coordination. OTEC is headquartered in Baker City, Oregon, with district offices and
operational facilities in La Grande, John Day, and Burns. OTEC serves approximately
32,000 meters in Baker, Grant, Harney and Union counties with a network of overhead
and underground lines approximately 3,000 miles long. OTEC’s service territory covers
approximately 6,700 square miles.
Proposed Transaction
4.On February 13, 2026, Idaho Power and OTEC (collectively, the “Parties”)
executed an Asset Purchase Agreement (“APA”), and the Parties executed a Territory
Allocation Agreement (“TAA”) as of May 13, 2026, providing for the transfer from Idaho
Power to OTEC of all of Idaho Power’s service territory and retail customers located in
Oregon, as well as certain distribution and transmission system assets (the “Assets”)
necessary to enable OTEC to serve the newly acquired service territory (“Transferred
Territory”). At the close of the Transaction (the “Closing”), Idaho Power will no longer
serve any retail customers in Oregon or retain any obligation or right to serve future retail
customers in the Transferred Territory. The APA and TAA have been filed with the OPUC,
Docket No. UM 2447, for its review and approval. The TAA is submitted herewith as
Attachment 1. The APA is submitted herewith as Attachment 2.
5.The Transaction is in the best interests of customers in both states and
provides a workable path forward for all parties. For Idaho, the Transaction will reduce
the complexity of operating in two states and allow the Company to focus funding,
APPLICATION - 4
infrastructure investments, and its workforce on Idaho’s growing population and energy
demand. The Transaction will not result in any near-term cost shifts to Idaho customers
and will result in long-term financial benefits for Idaho customers. For Oregon, the
Transaction will better align long-term retail service responsibilities with a utility whose
operating model and expected growth profile are similar to the affected service area
supported by local operations and cooperative governance.
6.The Transaction proposes a regulatory framework that will position Idaho
Power’s Idaho customers to receive long-term cost savings benefits from the Transaction
while insulating them from any near-term financial harm. The Transaction is intended
and proposed, with an appropriate regulatory framework, to ensure that Idaho customers
are not financially harmed by the Transaction. There are also long-term financial benefits
for Idaho retail customers resulting from the Transaction. This Transaction comes at a
time when Idaho Power’s Idaho service area is experiencing unprecedented growth and
increased capital investment to serve that growth. This Transaction will serve to help
keep Idaho customer rates affordable during this extraordinary expansionary period in the
Company’s history.
II. DESCRIPTION OF THE PROPOSED TRANSACTION
7. Idaho Power proposes to sell, and OTEC proposes to buy, Idaho Power’s
entire Oregon service territory, which includes certain distribution and transmission
system infrastructure located in Malheur, Harney, Baker, and Wallowa counties in Oregon
currently providing service to approximately 20,000 customers. OTEC will pay $154
million for the Transferred Territory and Assets, subject to certain enumerated
APPLICATION - 5
adjustments.2 A map of the Transferred Territory is submitted herewith as Attachment 3.
Additionally, a map of the Parties’ respective service territories is submitted herewith as
Attachment 4.
8. Idaho Power will sell to OTEC nearly all of its distribution lines, along with
associated substations and related equipment, located in Oregon. Idaho Power will also
sell several transmission lines, but Idaho Power will retain nearly all Bulk Electric System
(“BES”) transmission lines to ensure that Idaho Power can continue to facilitate transfers
across its transmission system. Idaho Power will also retain a series of 69 kilovolts (“kV”)
transmission lines. The Transaction does not include the sale of Idaho Power-owned
generation assets to OTEC. The conveyed Assets are enumerated in Schedule 1.01(a)
of the APA.3
9.Idaho Power will also retain certain limited distribution assets located in
Oregon. Idaho Power will retain these distribution assets only for the following narrow
purposes: (1) to allow for continued Idaho Power service to a small number of customers
in Idaho who are currently served by distribution feeders that cross the Idaho-Oregon
state line, (2) to serve Idaho Power’s own generation assets and associated facilities that
are located in Oregon, and/or (3) to retain control of certain 69 kV or higher voltage lines
that are integral to operating Idaho Power’s retained BES infrastructure. Idaho Power will
not use the distribution assets to serve retail customer load in Oregon, and Idaho Power
will not serve any Oregon retail customers following Closing. Certain assets excluded
2 At Closing, the base purchase price will be increased by a Fixed System Asset Adjustment and a
Construction Work in Progress Adjustment. Attachment 2, Asset Purchase Agreement Section 2.05. Both
of these adjustments reimburse Idaho Power for continued capital expenditures made between the time
the APA was executed and the Closing Date. The base purchase price will also be reduced by a Regulatory
Liabilities Adjustment, which accounts for enumerated liabilities that OTEC will assume pursuant to the
Transaction.
3 Attachment 2, Asset Purchase Agreement Schedule 1.01(a).
APPLICATION - 6
from the Transaction are listed in Schedule 1.01(b) of the APA.
10. Idaho Power will also assign a series of contracts to OTEC, including certain
interconnection agreements, contracts for the Oregon Solar Photovoltaic Pilot Program,
the Verde Light Community Solar Power Purchase Agreement (“PPA”), and others. The
assigned contracts are enumerated in Schedule 1.01(c) of the APA.4
11.Idaho Power intends to retain eleven (11) PPAs with qualifying facilities
(“QFs”) subject to the federal Public Utility Regulatory Policies Act of 1978 (“PURPA”) in
which the QF generation facilities are located in Oregon.
12.To manage the transition period following Closing, the Parties intend to
execute several ancillary agreements, form copies of which are incorporated as exhibits
to the APA. These ancillary agreements, which are described below, include the
Agreement for Supply of Power and Energy (the “Sales Agreement”), the Wheeling
Agreement, and the Transition Services Agreement (“TSA”).
A. Agreement for Supply of Power and Energy
13. To facilitate a smooth transition for former Idaho Power customers, the
Parties will execute a Sales Agreement,5 which provides that Idaho Power will sell to
OTEC firm capacity and associated energy in the amounts necessary to meet the full
requirements of loads served in the Transferred Territory.6 Idaho Power has further
agreed to include the load of the Transferred Territory in its Western Resource Adequacy
Program (“WRAP”) forward showing capacity requirements.7 The initial term of the Sales
4 Attachment 2, Asset Purchase Agreement Schedule 1.01(c).
5 Attachment 2, Asset Purchase Agreement Section 3.02(a)(ii).
6 Attachment 2, Asset Purchase Agreement Exhibit C, Form of Sales Agreement Section 4.1.
7 Attachment 2, Asset Purchase Agreement Exhibit C, Form of Sales Agreement Section 4.6.
APPLICATION - 7
Agreement will extend from Closing until September 2030,8 and the Parties may agree to
extend the initial term by an additional four years.9 The Sales Agreement contemplates
a wholesale transaction between Idaho Power and OTEC, and following Closing, OTEC
will remain solely responsible for serving its new member/owners in the Transferred
Territory.10
B. Wheeling Agreement
14. Pursuant to the Wheeling Agreement, OTEC will provide wheeling services
to Idaho Power.11 Idaho Power presently relies on certain limited transmission and/or
distribution infrastructure located in Oregon—that is proposed to be transferred to
OTEC—to serve Idaho customers. Idaho Power also intends to retain eleven PPAs for
QFs located in Oregon. The Wheeling Agreement will address these circumstances by
requiring OTEC to wheel energy produced by existing Oregon QFs for delivery to Idaho
Power’s system and provide the wheeling services necessary to allow Idaho Power to
continue to serve its Idaho customers.
C. Transition Services Agreement
15. The Parties intend to execute the TSA under which Idaho Power will provide
as needed operational support to OTEC after Closing.12 The TSA protects Idaho Power’s
former Oregon customers by ensuring that there is no gap in essential functions following
the transfer of the Transferred Territory. The three ancillary agreements, together with the
TAA and APA, provide a framework to protect former Idaho Power customers in the
8 A date that coincides with a new BPA contract rate period.
9 Attachment 2, Asset Purchase Agreement Exhibit C, Form of Sales Agreement Sections 2.2, 2.3.
10 Attachment 2, Asset Purchase Agreement Exhibit C, Form of Sales Agreement Section 4.9.
11 Attachment 2, Asset Purchase Agreement Section 3.02(a)(iii); See Attachment 2, Asset Purchase
Agreement Exhibit D, Form of Wheeling Agreement.
12 Attachment 2, Asset Purchase Agreement Section 3.02(a)(iv); See Attachment 2, Asset Purchase
Agreement Exhibit F-1, Form of Transition Services Agreement.
APPLICATION - 8
Transferred Area from harm, to ensure Idaho customers do not subsidize the Transaction,
and to place OTEC and Idaho Power in position to effectively and efficiently serve their
respective territories after the Transaction Closes.
D. Boardman to Hemingway (“B2H”) Transmission Line
16.Idaho Power will not convey any of its interest in B2H, an under-construction
290-mile, 500 kV transmission line project extending across eastern Oregon and
southwestern Idaho. Once completed, B2H will deliver up to 1,000 megawatts (“MW”)
(bidirectional) of power, helping Idaho Power and other regional utilities to reliably meet
peak demand while keeping energy prices affordable across the region. The Transaction
does not reduce the need for B2H and does not impact the construction schedule or
ownership interest in the line.
17.The value provided by B2H will remain unchanged in the near term and will
increase for the former Idaho Power customers in the Transferred Territory beginning in
2030. Because Idaho Power will continue to provide OTEC with both transmission and
power services under the terms of the Sales Agreement, the Idaho Power transmission
and resource cost allocated to customers in the Transferred Territory will remain
essentially unchanged following Closing. When the term of the Sales Agreement ends in
late 2030, the added transmission capacity provided by B2H will help enable OTEC to
transition to BPA power supply, increasing B2H’s direct value to eastern Oregon. In sum,
as discussed further in the direct testimony of Idaho Power witness Mr. Mitch Colburn,
B2H remains necessary to serve customers in Oregon, Idaho, and throughout the region,
and will benefit the transmission and distribution system in the Transferred Territory as
well as Idaho Power’s Idaho service territory.
APPLICATION - 9
E. Treatment of PURPA PPAs
18. Idaho Power is party to eleven PURPA PPAs with QFs in Oregon,
representing approximately 64 MW of generation. Under the Transaction, Idaho Power
will retain these existing PPAs with Oregon-based QFs and contract with OTEC to wheel
the QFs’ generation to Idaho Power’s system.13 Idaho Power will assume the costs of
the wheel through the respective terms of the existing PPAs, consistent with the terms of
the Wheeling Agreement.14
19.Some of the QFs interconnect with distribution facilities that will be
transferred to OTEC as part of the Transaction. For those QFs, Idaho Power proposes
to assign the associated QF generator interconnection agreements (“GIA”) to OTEC. For
QFs that interconnect with distribution facilities retained by Idaho Power, Idaho Power will
retain the associated GIA.
20. If Idaho Power is not reasonably able to assign the contemplated GIA with
any QF, OTEC will attempt to execute a new GIA with the QF with substantially similar
terms to Idaho Power’s existing GIA with the QF.15 OTEC will maintain the new GIA for
as long as Idaho Power maintains a PPA with the associated QF.
21.For additional discussion regarding Idaho Power’s existing PURPA PPAs,
as well as the treatment of the associated GIAs, please see the direct testimonies of Idaho
Power witnesses Adam Richins and Mitch Colburn. Because Idaho Power will adhere to
its existing PPAs with Oregon QFs, the contemplated dispositions of the QF PPAs do not
13 Attachment 2, Asset Purchase Agreement Exhibit C, Form of Wheeling Agreement Section 3.1, Exhibit
1.
14 Attachment 2, Asset Purchase Agreement Exhibit D, Form of Wheeling Agreement Section 3.2.
15 Attachment 2, Asset Purchase Agreement Section 7.11(g). QFs are referred to as “PURPA Projects” in
the APA.
APPLICATION - 10
require approval by the OPUC as part of the Transaction, regardless of whether the
associated GIAs are maintained by Idaho Power, assigned to OTEC, or are subject to
negotiation of a successor GIA with OTEC.
F. Rate Impacts
22.Idaho Power is not requesting any change in Idaho customer rates as part
of this case. The Company is seeking Commission approval of the overall sale
transaction and related regulatory framework that will ensure Idaho customers are not
harmed by this Transaction. As summarized by Mr. Richins and described by Mr. Tatum
in their respective testimonies, the Transaction has been designed not to harm Idaho
customers following Closing and throughout the term of the TSA and Sales Agreement
(the “Transition Period”). OTEC will pay for transition services as described in the Direct
Testimonies of Mr. Tatum and Mr. Colburn. In addition, the Idaho revenue requirement
determination in a general rate case will be conducted in a manner, as described by Mr.
Tatum, that will reflect only the test year costs to serve Idaho retail customers. Further,
OTEC will pay its allocated portion of net power supply expense as outlined in the Sales
Agreement.
23.Additionally, there are long-term benefits that will be realized by Idaho
customers. Upon termination of the Sales Agreement, Idaho Power will no longer be
required to serve approximately 148 megawatts (“MW”) of firm load. As detailed in the
Direct Testimony of Mr. Timothy Tatum, the available capacity will represent a significant
ongoing avoided capacity cost benefit for Idaho customers as well as variable net power
cost savings. As Idaho Power’s Idaho service area is experiencing unprecedented
growth, this Transaction will ultimately serve to help keep Idaho customer rates affordable
APPLICATION - 11
during this extraordinary expansionary period of the Company’s history.
24.Mr. Tatum describes the anticipated general rate case (“GRC”) impact for
Idaho customers both during and after the Transition Period. Mr. Tatum describes the
rate treatment of generation, transmission, distribution, operations & maintenance
(“O&M”), and administrative & general (“A&G”) costs post-Closing during the terms of the
TSA and Sales Agreement:
Generation - During the effective period of the Sales Agreement, Idaho Power
plans to continue to separate fixed and variable generation-related revenue requirements
between Idaho and OTEC in GRCs in the same manner historically used to separate
those costs between Idaho and Oregon retail jurisdictions. In other words, Idaho
customers will not experience any change in generation-related cost assignment in any
GRC with rates effective during the term of the Sales Agreement.
Transmission - In GRCs following Closing, Idaho Power plans to assign 100
percent of the transmission-related revenue requirements to the Idaho jurisdiction with an
offsetting credit equal to total Open Access Transmission Tariff (“OATT”) revenue,
including those revenues from OTEC for its utilization of the transmission system.
Because the OATT rate reflects the per-unit cost of the transmission system updated
annually, Idaho customers will only be assigned the net cost of the transmission system,
thereby holding them harmless from the Transaction as it relates to this cost category.
Distribution - Because the Company is selling all of its distribution assets used to
serve Oregon retail customers to OTEC as part of the Transaction, Idaho Power will only
own and operate distribution assets necessary to serve its Idaho retail customers after
Closing. Therefore, in GRCs following the Closing, Idaho Power will include for recovery
APPLICATION - 12
only distribution assets necessary to serve Idaho retail customers.
O&M and A&G – Following Closing, the Company will provide transitional O&M
services for a limited time duration under the TSA. In its next Idaho GRC, test year costs
incurred by the Company to provide service under the TSA will be offset by revenues
associated with the TSA. As a result, both the costs and the associated TSA revenues
will be incorporated into the determination of the total revenue requirement in a manner
that does not shift costs to Idaho retail customers.
Post Transition Period - Once the TSA and Sales Agreement are no longer in
effect, Idaho Power will no longer provide wholesale power service to OTEC, nor will it
provide transitional services. As a result, future GRCs will no longer reflect the revenues
and costs associated with providing those services and will instead reflect Idaho Power’s
ongoing operations to serve only the Idaho retail customers. Additionally, as mentioned
above, upon termination of the Sales Agreement, Idaho Power will no longer be required
to serve approximately 148 megawatts (“MW”) of firm load. As detailed in Mr. Colburn’s
testimony, the Company estimates that this 148 MW of equivalent capacity would cost
approximately $300 million to $450 million based on capacity prices the Company has
seen in recent resource acquisitions. This represents a significant ongoing avoided
capacity cost benefit for Idaho customers made possible by the Transaction. In addition,
the Company also expects the elimination of an estimated 148 MW of firm load service
to result in variable net power cost savings through a combination of increased surplus
sales, reduced market purchases, and reduced average system generation costs.
APPLICATION - 13
III. DESCRIPTION OF SUPPORTING TESTIMONY
25. This Application is supported by testimony from the following witnesses on
behalf of Idaho Power, incorporated herein by this reference:
 Adam Richins, Executive Vice President and Chief Operating Officer,
provides an overview of the Transaction and its associated agreements, an
overview of the Parties, and why the Transaction is beneficial to Idaho
Power and its customers.
 Timothy E. Tatum, Vice President of Regulatory Affairs, provides an
overview of the Transaction and the regulatory framework that will ensure
Idaho customers are not harmed by the Transaction and position them to
receive long-term cost savings benefits from the Transaction.
 Mitch Colburn, Vice President of Planning, Engineering, and Construction,
provides additional context regarding the Oregon assets that Idaho Power
plans to retain, the continued importance of B2H following the Transaction,
and the ancillary agreements to the APA.
IV.PROCEDURE
26.Idaho Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed
under Modified Procedure, i.e., by written submissions rather than by hearing. RP 201,
et seq. If, however, the Commission determines that a technical hearing is required, the
Company stands ready to present its testimony in such hearing. The Parties have
requested approval of the Transaction from the OPUC by February 20, 2027, but a
APPLICATION - 14
procedural schedule has not yet been established for the Oregon filing. (Docket No. UM
2447).
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
27. Communications and service of pleadings, exhibits, orders, and other
documents relating to this proceeding should be sent to the following:
Donovan Walker
IPC Dockets
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
[e-mail]
Tim Tatum
Idaho Power Company
1221 W. Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
[e-mail]
VI. REQUEST FOR RELIEF
28. Idaho Power respectfully requests that the Commission issue an order: (1)
authorizing that this matter may be processed by Modified Procedure; (2) approving the
proposed Transaction and transition framework; and (3) approving the Agreement for
Supply of Power and Energy.
Respectfully submitted this 30th day of June 2026.
Donovan E. Walker
Attorney for Idaho Power Company
APPLICATION - 15
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 30th day of June 2026, I served a true and correct
copy of the within and foregoing APPLICATION upon the following named parties by the
method indicated below, and addressed to the following:
Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg No. 8
Suite 201-A (83714)
PO Box 83720
Boise, ID 83720-0074
Hand Delivered
U.S. Mail
Overnight Mail
FAX
FTP Site
X Email
________________________________
Stacy Gust
Regulatory Administrative Assistant

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-26-21

IDAHO POWER COMPANY

ATTACHMENT NO. 1
TERRITORY ALLOCATION AGREEMENT
Execution Copy
TERRITORY ALLOCATION AGREEMENT
This Territory Allocation Agreement ("Agreement") is entered into by and between
Oregon Trail Electric Consumers Cooperative, Inc. dba Oregon Trail Electric Cooperative
("OTEC"), and Idaho Power Company ("Idaho Power"), each hereinafter sometimes referred to
as a "Party" or together as the "Parties."
RECITALS
WHEREAS, OTEC and Idaho Power are each engaged in the sale of electricity to retail
customers located within exclusive service territories allocated to them by the Public Utility
Commission of Oregon (the "Commission"); and
WHEREAS, the exclusive service territories of OTEC and Idaho Power include areas that are
adjacent to each other in Baker County, Grant County, Harney County, Malheur County, and
Wallowa County, Oregon; and
WHEREAS, ORS 758.410 allows utilities to enter into agreements to allocate territory and
customers and to designate which territories and customers are to be served by each utility; and
WHEREAS, OTEC and Idaho Power wish to modify their respective service territories such that
OTEC will annex Idaho Power's entire exclusive service territory in the State of Oregon
("Annexed Territory"); and
WHEREAS, a map and the legal descriptions of the Annexed Territory, Idaho Power's Oregon
exclusive service territory, and OTEC's exclusive service territory are attached as Exhibit A; and
WHEREAS, subject to Commission approval, OTEC and Idaho Power further wish to
permanently transfer the Annexed Territory from Idaho Power's exclusive service territory to
OTEC's exclusive service territory; and
WHEREAS, on or about February 13, 2026, OTEC and Idaho Power, in order to ensure safe and
reliable electric service in the Annexed Territory, entered into an "Asset Purchase Agreement" in
which OTEC will purchase certain of Idaho Power's assets necessary to service the Annexed
Territory as described therein. A copy of the Asset Purchase Agreement is attached hereto as
Exhibit B; and
WHEREAS, the Parties, in furtherance of the Policy of Oregon as stated in ORS 758.405, believe
that allocating the territories and customers as provided for in this Agreement will 1) eliminate or
avoid unnecessary duplication of utility facilities, 2) will promote the efficient and economic use
and development and the safety of operation of the utility systems of the Parties, and 3) provide
adequate and reasonable service to the Annexed Territory.
ACCORDINGLY, OTEC and Idaho Power hereby desire to enter into this Agreement pursuant
to ORS 758.410 so that OTEC and Idaho Power can more efficiently serve customers within the
Annexed Territory as provided for in this Agreement, and to complete the transactions
contemplated by this Agreement on the terms and conditions set forth herein.
TERRITORY ALLOCATION AGREEMENT-I
NOW, THEREFORE, in consideration of the mutual covenants, promises, and releases set forth
herein, and the recitals stated above which are incorporated into this Agreement as is fully set
forth herein, the Parties agree as follows.
AGREEMENT
1) Effective Date. This Agreement shall become effective upon the Closing ( as defined in
the Asset Purchase Agreement) ("Effective Date"); provided, that this Agreement may not
become effective without the approval by the Commission of the Asset Purchase
Agreement and the approval of the transactions and regulatory treatment by the Idaho
Public Utilities Commission; provided, further, that Section 2 of this Agreement shall be
enforceable only upon approval of this Agreement by the Commission pursuant to ORS
758.415.
2) Allocation of Annexed Territory. Subject to all terms and conditions of this Agreement,
and upon approval by the Commission, the Parties hereby agree as follows:
a)
b)
c)
Parties Agree to Transfer Annexed Territory. The Annexed Territory shall be
permanently transferred from Idaho Power's exclusive service territory to OTEC's
exclusive service territory.
Joint Petition for Commission Appro va l. As soon as practicable following the
execution of this Agreement by both Parties, the Parties shall jointly petition the
Commission to approve the agreed-upon transfer of the Annexed Territory in
accordance with ORS 758.415 to 758.425.
Service to Current and Future Customers in Annexed Territory. Upon
Commission approval of such transfer, OTEC shall have the exclusive right and
obligation to provide retail electric service to all current and any future customers
that may be located within the Annexed Territory, including the obligation to
construct, own, operate, and maintain any necessary electric facilities. Idaho Power
shall have no right or obligation to provide retail electric service to such customers
located in the Annexed Territory.
3) Compliance with ORS 758.405. The Parties believe that allocating the territories and
customers as provided for in this Agreement will: (1) eliminate or avoid unnecessary
duplication of utility facilities; (2) will promote the efficient and economic use and
development and the safety of operation of the utility systems of the Parties; and (3)
provide adequate and reasonable service to the Annexed Territory as described more fully
below.
a) Elimi nati on or Avoidance of Unnecessary Duplication ofUtility Fac iliti es.
The Parties believe that this Agreement will eliminate or avoid the unnecessary
duplication of utility facilities by creating a unified service territory across five
Oregon counties which are geographically adjacent to the Oregon territory
currently served by OTEC. By allowing OTEC to also serve the Annexed
Territory, OTEC will be able to use common assets to reduce the need for
TERRITORY ALLOCATION AGREEMENT-2
redundant capital investment that would be required for both OTEC and Idaho
Power to serve customers in service territories adjacent to each other. Allowing
OTEC to serve the Annexed Territory will also provide operations and
maintenance expense economies of scale for OTEC by more efficiently serving
customers in both its existing service territory and the Annexed Territory.
The Parties agree that allowing OTEC to serve the Annexed Territory will also
avoid unnecessary duplication of existing interconnected facilities currently
serving the Annexed Territory. No additional lines, substations or other electric
facilities are necessary to continue service in the Annexed Territory. In addition,
there will be no stranded investments as part of the territory allocation and asset
sale because Idaho Power will continue to use any assets that are not included in
the Asset Sale for its Idaho and transmission customers.
b) Promotion of Efficient and Economic Use and Develo pment and Safety of Operation
c)
of the Ut ility Syste ms.
Allowing OTEC to serve the Annexed Territory in addition to its adjacent Oregon
service territory will help promote efficiencies through economies of scale. The
combined operations can reduce per-unit costs for generation, transmission, and
distribution over time, which will benefit OTEC's members in the Annexed
Territory and its current members.
OTEC's current facilities and employees are close to certain areas in the Annexed
Territory (including outlying areas in Baker County, Grant County, Hamey
County, Western Malheur County), which will help support timely outage and
emergency response while efficiently utilizing current service centers and
equipment located in OTEC's Oregon service territory.
OTEC will also operate a service center in the Annexed Territory that will
uniformly benefit both OTEC's current members and members in the Annexed
Territory. The Oregon based service center will stock an inventory of commonly
used materials and supplies to provide fast access to those components in outage
situations and help foster the efficient repair and maintenance of utility facilities
in the Annexed Territory. Further, local utility crews will be based out of the new
service center to speed outage response and provide for a local workforce in the
Oregon communities.
Existing OTEC members and future members in the Annexed Territory will
benefit from this Agreement through economies of scale and system redundancy.
The Agreement will also ensure consistent safety standards and training across the
unified Oregon territory.
Provision of Adequ ate and Reasonable Service to t he Annexed Territory .
OTEC has a long history of providing safe and reliable service to its members,
which will include the Annexed Territory under this Agreement. OTEC is a non-
profit, member owned electric cooperative operating under cooperative principles.
TERRITORY ALLOCATION AGREEMENT-3
4)
5)
6)
These principles include a concern for community which drives local investment
through charitable contributions, scholarships and workforce development
programs, capital credits, and support of community events. Through this
Agreement, members across OTEC's service territory, including the Annexed
Territory, will benefit from uniform service standards, including consistent
reliability, pricing, and customer support. Expanding OTEC' s Oregon service
territory to include the Annexed Territory will also give OTEC the opportunity to
increase availability of resources to invest in modernization, renewables, and smart
grid technologies that will benefit OTEC's current customers and customers in the
Annexed Territory.
Purchase of Assets. The parties acknowledge and agree that the "Asset Purchase
Agreement" dated February 13, 2026, entered into between OTEC and Idaho Power, is
hereby incorporated into this Agreement by reference. The Asset Purchase Agreement
governs the sale and transfer of certain assets located within the territory allocated to
OTEC under this Agreement. All terms, conditions, representations, warranties, and
covenants contained in the Asset Purchase Agreement shall be deemed part of this
Agreement to the extent they relate to the assets and territory described herein. The Asset
Purchase Agreement is attached hereto as Exhibit B.
No Impact on Remainder of Serv ice Te:critories. Except as expressly provided herein with
respect to the Annexed Territory, nothing in this Agreement shall affect either Party's
rights and responsibilities to provide electric service to any other current or future
customers located in their respective service territories.
OTEC R epresentations and Warranties :
a) Organization and Powers of OTEC . OTEC is an Oregon cooperative corporation,
duly organized and legally existing under the laws of the State of Oregon. OTEC
has all necessary corporate power and authority to own, lease and operate its
properties and assets and to carry on its business as now conducted and as proposed
to be conducted.
b) Au thority Relative to Ag reement. OTEC has the power and authority to execute
and deliver this Agreement and to consummate the transaction contemplated
herein. This Agreement has been duly and validly authorized, executed and
delivered in accordance with the requirements of applicable law and constitutes
the valid and binding obligation of OTEC enforceable in accordance with its terms,
except as enforcement may be limited by Commission approval pursuant to ORS
758.415, applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedies of specific performance and injunctive relief
are subject to the discretion of the court before which any proceeding may be
brought.
c) Governmental Authorization. Except for the approval of the Commission pursuant
to ORS 758.415, and approval by OTEC board of directors, no declaration, filing
or registration with, or notice to, or authorization, consent, or approval of, any
TERRITORY ALLOCATION AGREEMENT-4
7)
8)
governmental or regulatory body or authority is necessary for the execution and
delivery of this Agreement by OTEC or the consummation by OTEC of the
transactions contemplated by this Agreement.
d) Non-Contravention; Approvals. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not violate,
conflict with, or result in a breach of, any provision of, or constitute a default under,
or result in the termination of, any note, bond, mortgage, indenture, deed of trust,
contract, lease, or other instrument, obligation, or agreement of any kind to which
OTEC is now a party.
Idaho Power Representations and Warranties:
a) Organization and Powers of Idaho Power. Idaho Power is an Idaho corporation
duly organized and legally existing under the laws of the State of Idaho. Idaho
Power has all necessary corporate power and authority to own and operate its
properties and assets and to carry on its business as now conducted and as proposed
to be conducted.
b) Authority Relative to Agreement. Idaho Power has the power and authority to
execute and deliver this Agreement and to consummate the transactions
contemplated herein. This Agreement has been duly and validly authorized,
executed, and delivered in accordance with the requirements of applicable law and
constitutes the valid and binding obligation of Idaho Power enforceable in
accordance with its terms, except as enforcement may be subject to Commission
approval pursuant to ORS 758.415, or limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement
of creditors' rights generally and except that the availability of the equitable
remedies of specific performance and injunctive relief are subject to the discretion
of the court before which any proceeding may be brought.
c) Governmental Authorization. Except for approval of the Commission pursuant to
ORS 758.415, no declaration, filing, or registration with, or notice to, or
authorization, consent, or approval of, any governmental or regulatory body or
authority is necessary for the execution and delivery of this Agreement by Idaho
Power or the consummation by Idaho Power of the transactions contemplated by
this Agreement.
d) Non-Contravention: Approvals. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby will not violate,
conflict with, or result in a breach of, any provision of, or constitute a default under,
or result in the termination of any note, bond, mortgage, indenture, deed of trust,
contract, lease, or other instrument, obligation, or agreement of any kind to which
Idaho Power is now a party.
Commercially Reasonable Efforts. OTEC and Idaho Power shall each use commercially
reasonable efforts to effectuate the transactions contemplated by this Agreement and to
fulfill all of the conditions of its obligations hereunder, and will do all such acts and things
TERRITORY ALLOCATION AGREEMENT-5
as may be reasonably required to carry out its obligations hereunder and to consummate
and complete this Agreement
9) Amendment. This Agreement may be amended only by an instrument in writing executed
by the Parties that expressly refers to this Agreement and states that it is an amendment
hereto.
10) Waiver. Any of the terms or conditions of this Agreement may be waived only in writing
signed by the Party entitled to the benefit of such terms or conditions. A waiver of any
term or condition of this Agreement in one instance shall not constitute a waiver of any
other term or condition of this Agreement or in any other instance.
11) Choice of Law. This Agreement is subject to, and shall be construed under, the laws of
the State of Oregon, exclusive of conflict of law provisions.
12) Prevailing Party Costs . If a Party commences an action against the other Party because of
a breach by that Party of its obligations under this Agreement, or any documents executed
in consummation with the transaction contemplated by this Agreement, the prevailing
Party in any such action shall be entitled to recover from the losing Party its expenses,
including reasonable attorneys' fees, incurred in connection with the prosecution or
defense of such action, and any appeal thereof.
13) Notices. All written notices, requests, demands, and other communications given by a
Party to the other pursuant to this Agreement shall be deemed to have been given when
hand delivered, or two (2) business days after deposit into the United States mail, to the
following addresses:
If to OTEC, addressed to it at:
Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
with a copy (which will not constitute notice) to :
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83 702
Attention: Ron Williams
Email: [e-mail]
And
Cable Huston, LLP
1455 SW Broadway, Suite 1500
Portland, OR 97201-3412
TERRITORY ALLOCATION AGREEMENT-6
Attention: Chad Stokes
Email: [e-mail]
If to Idaho Power, addressed to it at:
Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83 702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101
Attention: Andrew Moore; JeffBeuche
Email: [e-mail]; [e-mail]
14) Final Agreement. This Agreement, and the Exhibits attached hereto, constitutes the final
agreement between the Parties hereto and supersedes all prior agreements and
understandings, oral and written, between the Parties with respect to the subject matter
hereof.
15) Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If any provision of this
Agreement is held to be prohibited by, or invalid under, applicable law, then such
provision shall be construed as nearly as possible to give effect to the original intent of the
Parties.
16) No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended
or shall be construed to confer upon or give to any person other than the Parties hereto any
rights or remedies under, or by reason of, this Agreement or any transaction contemplated
herein.
17) Execution. This Agreement may be executed electronically and in two or more
counterparts, each of which will for all purposes be deemed to be an original and both of
which will constitute one and the same instrument.
(The Following Page is the Signature Page)
TERRITORY ALLOCATION AGREEMENT-7
OREGON TRAIL ELECTRIC
CONSUMERS COOPERATIVE, INC.
~ •
;:~
Title : Chief Executive Officer
Date:#~
IDAHO POWER COMPANY
By: _________ _
Name: Adam Richins
Title: Executive Vice President and Chief
Operating Officer
Date: _________ _
TERRITORY ALLOCATION AGREEMENT-Signature Page
Exhibit A
Map and Legal Descriptions of the Annexed Territory
Exhibit A
Part 1 of 4
Exhibit A
Part 2 of 4
H
JOURNAL'! .
ORDER #+1860
BEFORE THE PUBLIC UTILITY COMMISSIONER
OF OREGON
U-F-2^+55
E In the Matter of the Application)
I of IDAHO POWER COMPANY for an
I Order Allocating Utility Service)
|Territory.
i
)AMENDED
ORDER
)
It appearing that in Order #+0855 made and
[|entered January 1965)a section number was erroneously
E-stated in the metes and bounds description,Appendix A,
1=page 5>line 9 thereof and said Order should be corrected
I to reflect the proper description;it is therefore
£
ORDERED that line 9 on page 5 of Appendix A,-r''
|Order #+0855)now reading
t
"corner of Section Eighteen (18),Township
Ten (10)South,Range Forty-two"
be and the same hereby is corrected to read as follows:
"corner of Section Nineteen (19)>Township
Ten (10)South,Range Forty-two"
£
&
I and it is further
g.ORDERED that in all other respect Order #+0855
I shall remain in full force and effect as originally entered.
I 'TlLMade,entered and effective this H day of
|August,1965?for January *+,1965)nunc pro tunc.
»;¦
f
Public /Utility Commissioner
(SEAL)
1
¦)
Order #V 08552
3
METES AMD BOUNDS DESCRIPTION OF TERRITORYb
£
f TO BE ALLOCATED TO IDAHO POWER COMPANY5
6 INCLUDING CERTAIN UNSERVED AREAS
7
v
8
z
12
9
I'
10
*
li
12
:K Beginning at a point,said point being on the State boundary line
1^between Idaho and Oregon,more particularly described as the Southeast
15 corner of Section Thirty-six (36),Township Thirty-two (32)South,Range
16 Forty-six (A6)East,Willamette Meridian,Oregon;thence,West along the
17 South boundary of said Township Thirty-two (32)approximately Thirty-two
18 (32)miles to the Southwest corner of Section Three (3),Township Thirty-
19 three (33)South,Range Forty-one (Al)East;thence,Northerly along the
20 West boundary of said Section Three (3)approximately One (l)mile to
21 the Southwest corner of Section vThirty-four (3^),Township Thirty-two
22 (32)South,Range Forty-one (Al)East,Willamette Meridian,Oregon;
23 thence North approximately Six (6)miles to the Southwest corner of
2b Section Thirty-four (3*0,Township Thirty-one (31)South,Range Forty-
25 one (Al)East,Willamette Meridian,Oregon;thence,West approximately
26 Three (3)miles to the Southwest corner of Section Thirty-one (3l),Town-
27 ship Thirty-one (31)South,Range Forty-one (Al)East,Willamette Meridian,
13
;
;
L
Appendix "A"-1
jr
Ore.r #+0855
1 Oregon;thence North approximately Twelve (12)miles to the Northwest corner
2 of Section Six (6),Township Thirty (30)South,Range Forty-one (Al)East,
3 Willamette Meridian,Oregon;thence West approximately One-half (l/2)mile
Ij-to the Southwest corner of Section Thirty-one (31),Township Twenty-nine (29)
5 South,Range Forty-one (^l)East,Willamette Meridian,Oregon;thence North
6 along West boundary of said Range Forty-one (^l)approximately Seven (7)
7 miles to the Northwest corner of Section Six (6),Township Twenty-nine (29)
8 South,Range Forty-one (Al)East,Willamette Meridian,Oregon;thence East
9 along North boundary of said Township Twenty-nine (29)approximately Twelve
10 (12)miles to the Southwest corner of Section Thirty-one (3l);Township
11 Twenty-eight (28)South,Range Forty-three (^3)East,Willamette Meridian,
12 Oregon;thence North along West boundary of said Range Forty-three (U3)
13 approximately Twenty-nine and one-half (29.50 )miles to the Northwest corner
lA of Section Six (6),Township Twenty-four (2^)South,Range Forty (i+3)East,
15 Willamette Meridian,Oregon;thence East approximately Three -tenths (0.3)of
16 a mile to the Southwest corner of Section Thirty-one (31),Township Twenty-
17 three (23)South,Range Forty-three (V3)East,Willamette Meridian,Oregon;
18 thence North along West boundary of said Range Forty-three (^3)approximately
19 Six (6)miles to the Southeast corner of Section Thirty-six (36),Township
20 Twenty-two (22)South,Range Forty-two (^2)East,Willamette Meridian,Oregon;
21 thence West along South boundary of said Township Twenty-two (22)approxi-
22 mately Twenty-four (2^)miles,to the Southwest corner of Section Thirty -one
23 (31),Township Twenty-two (22)South,Range Thirty-nine (39)East,Willamette
2h Meridian,Oregon;thence North approximately One-half (l/2)mile to the South-
25 east corner of Section Thirty-six (36),Towpship Twenty-two (22)South,Range
26 Thirty-eight (38)East,Willamette Meridian,Oregon;thence West along South
27 boundary of said Township Twenty-two (22)approximately Twenty-seven (27)
i
Appendix "A"2
\
Oraer #+0 855
1 miles to the Southwest corner of Section Thirty-four (3A),Township Twenty-
2 two (22)South,Range Thirty-Four (3*0 East,Willamette Meridian,Oregon;
3 thence North approximately Six (6)miles to the Southwest corner of Section
1+Thirty-four (3*0;Township Twenty-one (2l)South,Range Thirty-four (3A)
5 East,Willamette Meridian,Oregon;thence West along South boundary of said
6 Township Twenty-one (2l)approximately Nine (9)miles to the Southwest corner
7 of Section Thirty-one (3l),Township Twenty-one (21)South,Range Thirty-
8 three (33)East,Willamette Meridian,Oregon;thence North along West boundary
9 of said Range Thirty-three (33)approximately Six (6)miles to the Northwest
10 corner of Section Six (6),Township Twenty-one (21)South,Range Thirty-three
11 (33)East,Willamette Meridian,Oregon;thence West along North boundary of
12 said Township Twenty-one (21)approximately One-half (l/2)mile to the South-
13 west corner of Section Thirty-six (36),Township Twenty (20)South,Range
1^Thirty-three (33)East,Willamette Meridian,Oregon;thence North approximately
15 Eighteen (18)miles to the Northwest corner of Section One (l),Township
16 Eighteen (l8)South,Range Thirty-three (33)East,Willamette Meridian,Oregon;
17 thence East along the North boundary of said Township Eighteen (l8)approxi-
18 mately Twenty-four and One -half (2^-l/2)miles to the Northwest corner of
19 Section Six (6),Township Eighteen (lQ)South,Range Thirty-seven (37)East,
20 Willamette Meridian,Oregon;thence North along West boundary of said Range
21 Thirty-seven (37)approximately Fifteen (15)miles to the Southeast corner
22 of Section Thirteen (13);Township Fifteen (15)South,Range Thirty-six (36)
23 East,Willamette Meridian,Oregon;thence West along boundary line between
2k Baker and Grant Counties approximately Thirteen (13)miles;thence Northerly
25 along said boundary to a point on the North boundary of Section Eighteen (18),
26 Township Eleven (ll)South,Range Thirty-six (38)East,Willamette Meridian,
27 Oregon;thence East approximately Seventeen and One -half (17-1/2)miles to
)
Appendix "A"-3 -
Or.,r #+0855
1 the Northeast corner of Section Thirteen (13),Township Eleven (ll)South,
2 Range Thirty-eight (38)East,Willamette Meridian,Oregon;thence South,along
3 East boundary of said Range Thirty-eight (38),Two (2)miles to the Northwest
k corner of Section Thirty (30),Township Eleven (ll)South,Range Thirty-nine
5 (39)East,Willamette Meridian,Oregon;thence East three (3)miles to the
6 Northeast corner of Section Twenty-eight (28),said Township and Range;thence
7 South Two (2)miles to the Northwest corner of Section Three (3),Township
8 Twelve (12)South,Range Thirty-nine (39)East,Willamette Meridian,Oregon;
9 thence East along North boundary of said Township Twelve (12)approximately
10 Nine (9)miles to the Northeast corner of Section One (l),Township Twelve (12)
11 South,Range Forty (AO)East,Willamette Meridian,Oregon;thence North approxi-
12 mate.ly Two (2)miles to the Northwest corner of Section Thirty (30),Township
13 Eleven (ll)South,Range Forty-one (Al)East,Willamette Meridian,Oregon;
1^thence East Three (3)miles to the Northwest corner of Section Twenty-seven
15 (27),Township Eleven (ll)South,Range Forty-one (Al)East,Willamette
16 Meridian,Oregon;thence North Two (2)miles to the Northwest corner of Sec-
17 tion Fifteen (15)of said Township and Range;thence East Three (3)miles to
18 the Northwest corner of Section Eighteen (l8),Township Eleven (ll)South,
19 Range Forty-two (A2)East,Willamette Meridian,Oregon;thence North along
20 West boundary of said Range Forty-two (A2)Three (3)miles to the Northwest
21 corner of Section Thirty-one (3l).>Township Ten (10)South,Range Forty-two
22 (A2)East,Willamette Meridian,Oregon;thence East Two Thousand Six Hundred
23 and Forty (26A0)feet to the Southwes-t corner of Southeast Quarter (SE^)of
2A Section Thirty-one (3l)>Township Ten (10)South,Range Forty-two (A2)East,
2.5 Willamette Meridian-,Oregon;thence North Three Thousand Nine Hundred and - -
26 Sixty (3960)feet to the Southwest corner of the Northwest Quarter of the
27 Northeast Quarter (NW^-NE^-)of Section Thirty (3d),Township Ten (10)South,
j
i
t
)
Appendix "A"-k -
)
Order #+08 5 5
1 Range Forty-two (A2)East,,Willamette Meridian,Oregon;thence,West along
2 the South boundary of the Northeast Quarter of the Northwest Quarter (NE-^NW-J)
3 of said Section Thirty (30)>One Thousand Three Hundred and Twenty (1320)
1+feet;thence,North along the West boundary of said Northeast Quarter of
5 the Northwest Quarter (NE^NW-jj-),One Thousand Three Hundred and Twenty (1320)
6 feet to the Northwest corner of said Northeast Quarter of the Northwest
7 Quarter (NE^NW^);thence West along the North boundary of said Section
8 Thirty,One Thousand Three Hundred and Twenty (1320)feet to the Southwest
9 corner of Section Eighteen (l8),Township Ten (10)South,Range Forty-two
10 (^2)East,Willamette Meridian,Oregon;thence North along the West boundary
11 of said Range Forty-two (^2),approximately Four (A)miles to the Northwest
12 corner of Section Six (6),Township Ten (lu)South,Range Forty-two (^2)
13 East,Willamette Meridian,Oregon;thence East along the North boundary of
lA said Township Ten (10),approximately Twelve (12)miles to the Northwest
15 corner of Section Six (6),Township Ten (10)South,Range Forty-four (AA)
lb East,Willamette Meridian,Oregon;thence,North along the West boundary
17 of said Range Forty-four (^),approximately Twenty-four (2^)miles to the
10 Northwest corner of Section Six (6),Township Six (6)South,Range Forty-
19 four (A4)East,Willamette Meridian,Oregon;thence East along the North
c:0 boundary of said Township Six (6)approximately Twenty-nine (29)miles to
21 the middle of the Snake River,which is the State boundary line between
22 Oregon and Idaho;thence,Southerly along said State boundary to the point
23 of beginning.
>
!
f:
¦
.
*I
I
I
21
o
26
^7
Appendix "A"-5
$
k•.
I*-
.*7
[
WORE THE PUBLIC UTILITY COMMISSIONER
OF OREGON
No.UF 2k$S
To —A.C.Irnan,Secretary
Idaho Power Company
1220 Idaho Street
Eoise,Idaho
In the matter of the Indication of
IDAHO FCVJER COMPANY for"an order
allocating utility service territory.
Enclosed is
Copy of Order ~bOQSS>
in above entitled cause.Please accept service thereof on the enclosed form and mail to the PUBLIC
UTILITY COMMISSIONER.Salem,Oregon 97310.
PUBLIC UTILITY COMMISSIONER
OF OREGON
Mailed at Salem,Oregon
Jan.,1 3
Ex.
„19.65...
rnrrr.:7r..7-*."2
5 f ¦line
Y "X
Order #Wo8 5

5
BEFORE THE PUBLIC UTILITY COMMISSIONER
OF OREGON
UF 2 1+55
In the matter of the Aonlica-)
tion of IDAHO POWER COMPANY )
for an order allocating
utility service territory.
ORDER
)
)
The above -entitled matter was duly heard on
September 30,196M-,at Ontario,Oregon,before Charles
E.Leierer,Examiner for the Commissioner.The follow
ing appearances are of record herein:
For Applicant:
James E.Bruce,Attorney
Boise,Idaho,and
A.S.Grant,Attorney
Baker,Oregon
In behalf of Idaho Power Company
Interested Parties:
Richard K.Evans
Baker,Oregon
In behalf of California-Pacific
Utilities Co.
Wendell Gronso,Attorney
Burns,Oregon
In behalf of Harney Electric Co-op.
For Commissioner:
Thomas Y.Higashi,Assistant Attorney
General,of Counsel for the Public
Utility Commissioner,Salem,Oregon
Order #>+0855
On August 17,196m-,the Public Utility Com
missioner accepted for filing an Application of Idaho
Power Company made pursuant to the provisions of ORS
Chapter 757.Said Application requests the Commissioner
to allocate exclusively served electric utility service
territory and certain adjacent unserved areas as yet un
served by it or any other person.The served ana un
served areas are specifically designated by description
cn Exhibit "a,"which is composed of maps of the areas
involved,and Exhibits "3"and "C,"which contain legal
descriptions of said areas.Exhibits "A,""5"ana "C"
are attached to and made a part of the Application which
is on file in the office of the Public Utility Commissioner.
The Application sets forth five areas which
Idaho Power Company,hereinafter referred to as Applicant,
alleges it serves exclusively ,such areas being designated
as Areas "A,""B,""C,""D"and "E."The adjacent unserved
area,which Applicant seeks to have allocated to it,lies
between or surrounds the above-designated exclusively
served areas.
Pursuant to and within the time limited by ORS
757.6^0 (2),notice of the filing of the Application and
setting the time and place of the hearing was published
once weekly,for two successive weeks,in newspapers of
general circulation in the territory covered by "the Appli
cation,namely:The Ontario Argus-Observer,Ontario,Ore
gon:The Nyssa Gate City Journal,Nyssa,Oregon;the Malheur
Enterprise,Vale,Oregon;Burns Times-Herald,Burns,Oregon,
and the Blue Mountain Eagle,John Bay,Oregon.Notice of
hearing was also served upon Applicant and all electric
agencies operating in territory adjacent to that which is
the subject of this Application.Copies of the notice were
also mailed to persons having expressed an interest in the
matter .
The persons who appeared as Interested Parties
did so for record purposes only.These persons were,how
ever,called by the Applicant and presented testimony in
behalf of Applicant at the hearing.
-2-
-V
Order #U-0855
Evidence was adduced in behalf of Applicant,
the hearing was completed and the matter submitted for
determination.Based upon the evidence and the record,
it is found that:
The full and correct name of Applicant is
Idaho Power Company.
Applicant's general office address is 1220 Idaho
Street,Boise,Idaho.Its principal business office
address in the State of Oregon is 99 S.Oregon Street,
Ontario,Oregon.
Applicant is incorporated under the laws of the
State of Maine and is presently qualified to do business
in the states of Oregon,Idaho and Nevada.Applicant is
now performing an electric utility service in the state
of Oregon within the areas it seeks to have allocated to
it as exclusively served territor:^.Applicant's Oregon
operations are located in Malheur,Harney and Baker
Counties .
The exclusively served territory applied for by
AuDlicant has been divided Into five areas designated as
Area "A,"Area "B,"Area "C,"Area "D"and Area "E."The
evidence reveals,and it is found,that Applicant is pro
viding an electric utility service in the above-designated
areas and that no other person is providing a similar
utility service within such areas.As used in this Order,
"Exclusively.Served Territory"will denominate those areas
within which Applicant is exclusively providing an electric
utility service.
The evidence reveals,and it is found,that the
area which Applicant seeks to have allocated to it as ad
jacent unserved area is not presently being served by any
electric utility."Adjacent Unserved Area,"as used in
this Order,will refer to the area which is adjacent to
Applicant's exclusively served territories and within which
no'electric utility is presently providing service of any
kind,but which Applicant believes it is more economical and
feasible to serve by an extension of its existing facilities
than by an extension of the facilities of another utility.
-3-
'I •
Order #kO 855
The exclusively served territories run gen
erally east and west with the adjacent unserved areas
lying between such territories to the north and south.
However,when the boundary description of all the served
and unserved areas is combined,the total area sought to
be allocated by this Application forms one complete,un
divided block or tract of land.The eastern boundary is '
the Oregon-Idaho State Line.The northern and north
western boundary is identical to the boundary lines of
territory previously allocated to Pacific Power &Light
Company and to California-Pacific Utility Company.The
southwestern and southern boundary is adjacent to areas
served by the Harney Electric Co-op.and was arrived at
by mutual agreement between the Co-op.and Applicant.
With minor exceptions,Applicant generates its
own power requirements.The total generating capacity
of Applicant's system is 1,027,000 kw.The peak load on
Applicant's svstem,including the power required in Oregon
was Sk8,0C0 kw.Applicant has under construction
its Hell's Canyon project which,when brought into pro
duction in 1?67,will have a peak generating capability of
k25,CGO kw.In Oregon,the peak load on distribution sub
stations in 1963 was slightly in excess of 35,000 kw.The
capacity of the Oregon substations is 98,000 kw .The
capacity of ail transmission lines serving the exclusively
served territory is approximately k25,000 kw.
ir.196k/
The number of customers served by Applicant in
Oregon,as of December 31,1963,was 10,25k.The average
number of customers served by it In Oregon in 1963 was
10,229-
The pertinent data relating to the exclusively
served territory is as follows:
Area A:Area "A"is known as the Halfvay-
Richland area and includes towns of Halfway,Richland and
New Bridge.The average number of customers served in this
area for the year 1963 was 8k7 .The primary service rendered
in the three towns and in the immediate vicinity is to the
usual commercial installations and residences.The rest of
the area's service requirements are primarily farm loads.
There are a few sawmills located in the area and served by
Applicant,area a is served by two 69 kv transmission
lines with a capacity of approximately 12,500 kw.The 1963
peak load in this area was approximately 3,000 kw.
-k-
r
Order #L0855
A"°p B:Area "B"is known as the Hunting to n-
Durkee area.The average number of customers served
during 1963 was 928.Area 3 contains the towns of
Huntington,Durkee,Unity and Ironside,all of which re
quire the usual commercial installation service ana
service to residences.The bulk of the service to this
area,however,is to farms and ranches with a large
irrigation pumping load.Area B also contains the in
dustrial load for the Oregon-Portland Cement Company at
Lime.Four transmission lines serve Area B;two 69 kv
lines;one 138 kv line and one 230 kv line.These four
lines have a combined capacity of approximately 3^5,000 kw.
The present demand in the area approximates 95,000 lew.
Area C :Area "C"is known as the Ontario-Vale-
Nvssa-Juntura-Lrewsey area.The average number of persons
served in this area is 8,183.Area C contains the largest
towns in the company's Oregon territory --Ontario,Vale,
Nyssa,Adrian,Juntura anc Drews ey.In Ontario and Nyssa,
the company serves several industrial customers with
relatively large leads.The rest of the service to the
towns in this area is of the usual commercial and resi
dential type loads.Area C also contains many farms and
ranches with a fairly large demand for irrigation pumping
service.Area C is served by six transmission lines,
three of which are 69 kv lines and three of which are 138 kv
lines.The combined capacity of these lines is approximately
2^0,000 kw.The combined load in the area is aDtroximately
32,000 kv.
Area D:Area "D"is known as the Jordan Valley
area.Applicant serves approximately 270 customers in this
area.The bulk of the customers in this area are ranching
and farming customers.There are some residential and com
mercial customers in Jordan Valley,Arock and Rome.Area D
is served by a 69 kv line with a rated capacity of ap
proximately 7,600 kv.The load in the area in 1963 was
slightly less than 1,000 kv.
Area E:Area "E"is located in the vicinity of
the Owyhee dam and reservoir.Two customers are served in
this area,the Owyhee resort and the State of Oregon Highway
Department.The Owyhee dam site is served by the United
States Bureau of Reclamation.The power is wheeled by Idaho
Power from Reclamation plants located in Idaho to a sub
station on the Nyssa-Ontario pumping plant.From there the
-5-
Order #^08 5

5
power is carried by a Bureau of Reclamation 69 lev trans
mission line to the dam site.The Bureau wheels power
for Applicant over this line for service to Applicant's
two customers in Area E.The customers'load in this
area is approximately 100 ky.
As seen from the above,Applicant has sufficient
power and transmission capacity to serve the area and the
substations are adequate to handle foreseeable load growth.
A large expansion can be handled by installation of larger
transformers and additional substations.
There are only two entities who have transmission
lines extending into or through the served and unserved ter
ritory and area -the Bureau of Reclamation line previously
mentioned,and a 69 kv line belonging to California-Pacific
Utilities Company.No utility has distribution lines within
any of the areas sought here to be allocated to Applicant.
Applicant holds franchises from the towns of Half
way,Huntington,Jordan Valley,Juntura,Nyssa,Ontario,
Richland and Vale.The Applicant also holds franchises ana
specific line permits from the counties of Baker,Harney
and Malheur.Other towns within the territory served by Ap
plicant dc not require franchises and none have been issued.
Applicant's present facilities are so placed that
they are within a few miles of all points in the unserved
areas.In several areas the Applicant's distribution lines
extend to the extreme western boundary of the area proposed
to he allocated herein.
As before stated,the north and northwest boundary
is identical to the boundaries already established for
utilities serving adjacent thereto by orders of the Com
missioner.In most instances the boundary was determined by
natural topographic water shed divisions which open into
territory now exclusively served by Applicant.
It is estimated that there are approximately 17-19
permanent residences (farms or ranches)located throughout
the unserved area at the present time.There are no re
quests to extend service into these areas at this time.
-6-
."¦
Order /rt-0855
The unserved area to the north and west is
mountainous and heavily-timbered.As one proceeds south
ward the terrain becomes less mountainous and the land
becomes covered with sagebrush and willow-type growth.
The Brewsey-Juntura area is mountainous ana desert-type
terrain.The major use made of the unserved area is
cattle grazing.There is the possibility of some logging
activity in the timbered parts of the unserved areas as
well as resort activity.Applicant stands ready to ex
tend service into these unserved areas and the territories
it serves exclusively to any person requesting service,
in accordance with its tariffs.
The boundary heretofore established by Order of
the Commissioner for the utilities serving adjacent to the
area sought by applicant was the boundary of the area in
which those utilities believed they could more economically
and feasibly serve than could any other utility.A Rep
resentative of Harney Electric Co-op.testified that his
company agreed to the boundary of the area which Applicant
believes It can more economically and feasibly serve.
Based upon the proximity of Applicant's fa
cilities to points within the unserved areas,the capacity
of Applicant's facilities ana the general topography of
the areas,the unserved areas can be more economically and
feasibly served by an extension of its facilities than by
the extension of the facilities belonging to any other
company providing a similar utility service.
Ordinary construction of extensions is financed
from cash internally generated by the Applicant's business.
Under the Applicant's tariffs a consumer requesting extension
of service might be required to put up some money.If an ex
tension was of sufficient magnitude to require special
financing,Applicant would use conventional financing means
of issuing equity or debt securities in whatever ratio would
be reasonable and in accordance with the market for such
securities.It is the opinion of witnesses for Applicant
that any anticipated extension can be financed by the
company.This opinion is based on present knowledge of the
type of service which might be asked for in the area and the
company's financial capabilities.
-7-
,'u ...
'•* *
Order #^0855
From the foregoing it is concluded that the Ap
plication for allocation of territory within which to
provide electric utility service,both as to exclusively
served territory and adjacent unserved area as applied for
in the Application,should be granted;it is ther'efore
ORDERED that the Application of Idaho Power
Boise,Idaho,for the allocation of territory
Company
within which to provide electric utility service,both as
to exclusively served territory and adjacent unserved areas
as applied for in the Application,be and the same hereby
is granted;and it is further
ORDERED that the territory herein allocated to
Idaho Power Company is described in Appendix "A"hereto
attached and by this reference made a part hereof.
Made,entered and effective this /f dav of
,1965.
Public Utility Commissioner
(SEAL)
-8-
Exhibit A
Part 3 of 4
ORDERNO.9 6 "2 0 5
ENTERED AUG 0 5 1996
BEFORE THE PUBLIC UTILITY COMMISSION
OF OREGON
UA 43
In the Matter of the Application of IDAHO )
POWER COMPANY for an Order Authorizing )
it to Provide Service to the U.S.Forest Service )
in the Hells Canyon Area.
ORDER
)
DISPOSITION:APPLICATION GRANTED
On July 30,1992,Idaho Power Company (IPCO)filed an application for an order
authorizing it to provide electric service to the U.S.Forest Service in the Hells Canyon Area.
On July 16,1996,IPCO,PacifiCorp,and the Commission's Staff filed a stipulation resolving all
issues.The stipulation recites facts and agreements among the parties and seeks Commission
approval of the stipulation.
The U.S.Forest Service operates a visitors'information center on the Oregon side
of the Snake River in Wallowa County,approximately 1/4 mile from the Hells Canyon Dam
operated by IPCO.The visitors'center is located in the service territory allocated to PacifiCorp.
However,IPCO's facilities are much closer to the visitors'center than are PacifiCorp's facilities.
It would be expensive and impractical for PacifiCorp to extend its facilities to provide electric
service to the visitors'center,but easy for IPCO to provide that service.Therefore,the parties
have agreed to transfer the allocated territory for the visitors'center from PacifiCorp to IPCO.
Additional details of the matter are specified in the attached Settlement Stipulation.
!
ORS 758.460 provides that an allocation of territory may be transferred only with
the approval of the Commission.The Commission will grant the requested transfer if it finds
that the transfer is not contrary to the public interest.No hearing is necessary if all affected
customers agree to the proposed transfer.
The proposed transfer benefits IPCO,PacifiCorp,and their customers.Because
IPCO's facilities are the closest to the visitors'center,it is more cost-efficient and less disruptive
to the environment for IPCO to provide the service.The only affected customer,the U.S.Forest
ORDER NO.9 6 -2 0 5
Service,agreed to the proposed transfer.The Commission finds that the proposed transfer of
allocated territory is not contrary to the public interest.
ORDER
IT IS ORDERED that:
1 .The application of IPCO to transfer from PacifiCorp to IPCO authority to
provide exclusive electric service to the U.S.Forest Service's visitors'center near
the Hells Canyon Dam is granted;
2.The Settlement Stipulation filed by the parties is adopted,and the agreement
between IPCO and PacifiCorp to transfer the right to exclusively serve the
territory described in Exhibit 4 to the attached Settlement Stipulation is approved;
3.The territory described in Exhibit 4 to the attached Settlement Stipulation is
allocated exclusively for electric service to IPCO.
AUG 0 5 1996Made,entered,and effective
e?HamiltonR.Ron Eachus
CommissionerChairman
w
t wm
'V/l-Tu-
O Joan H.Smith
CommissionerVY*
-**
si
A party may request rehearing or reconsideration of this order pursuant to ORS 756.56 1 .A
request for rehearing or reconsideration must be filed with the Commission within 60 days of
the date of service of this order.The request must comply with the requirements in OAR
860-014-0095.A copy of any such request must also be served on each party to the proceeding
as provided by OAR 860-0 13-0070(2)(a).A party may appeal this order to a court pursuant to
ORS 756.580.
ipcpplfs.uao
2
96-205
BEFORE THE PUBLIC UTILITY COMMISSION OF OREGON
UA 43
IN THE MATTER OF THE APPLICATION )
OF IDAHO POWER COMPANY FOR
AN ORDER AUTHORIZING IT TO PROVIDE )
SERVICE TO THE U S FOREST SERVICE )
IN THE HELLS CANYON AREA.
)
SETTLEMENT STIPULATION
)
In accordance with ORS 758.460 and OAR 860-25-027,Idaho Power
Company,(hereinafter "Idaho Power"),the Public Utility Commission of Oregon's Staff
(hereinafter "Staff)and PacifiCorp (hereinafter "PacifiCorp"),collectively hereinafter
"Parties"submit the following Settlement Stipulation.
INTRODUCTION
The U.S.Forest Service operates a Visitors Information Center ("Visitor's
Center")on the Oregon side of the Snake River in Wallowa County,Oregon approximately
1/4 mile north (downstream)of Idaho Power Company's Hells Canyon Dam.The Visitor's
Center is physically located within the Oregon service territory of PacifiCorp.Recognizing
that it would be economically impracticable for PacifiCorp to extend its distribution facilities
to provide retail electric service to the Visitor's Center,in the spring of 1992 the U.S.Forest
Service contacted Idaho Power and requested that Idaho Power provide electric service
to the Visitor's Center.Idaho Power's facilities at Hells Canyon Dam were capable of
being extended to provide distribution voltage service to the Visitor's Center.Recognizing
that the Visitor's Center is located in PacifiCorp's Oregon service territory,on June 30
APPENDIX A
PAGE 1 OF 9
SETTLEMENT STIPULATION,Page 1
noi ir .i ia 4A
96-205
1992,Idaho Power wrote to PacifiCorp regarding Idaho Power's providing electric sen/ice
to the Visitor's Center.A copy of the June 30,1992 letter from Idaho Power to PacifiCorp
is attached as Exhibit 1 .
By letter dated July 6,1992,PacifiCorp agreed that it was in the public
interest for Idaho Power to provide electric service to the Hells Canyon Visitor's Center.
A copy of PacifiCorp's July 6,1992 letter is attached as Exhibit 2.
On July 28,1992,Idaho Power advised the Public Utility Commission of
Oregon that Idaho Power and Pacific Power had agreed as to how service to the Hells
Canyon Visitor's Center,should be provided A copy of the July 28,1992 letter to the
OPUC is attached as Exhibit 3.
After advising the Commission of the Agreement,the service line was
installed in the fall of 1992.The Visitor's Center is currently receiving electric service from
Idaho Power.
Based on the foregoing and in response to the notice and conference report
issued in this proceeding by Administrative Law Judge Lowell Bergen,the parties hereto
submit this Settlement Stipulation to the Commission and request that the Commission
accept and approve the Settlement as presented.
AGREEMENTS
The Parties agree that it is more economically feasible to serve the1.
Visitor's Center by an extension of Idaho Power's electrical facilities than by an extension
of the electric facilities of PacifiCorp.
2.As a result of the remote location and difficult terrain surrounding the
Visitor's Center,it is extremely unlikely that there will be any additional demand for retail
APPENDIX A
PAGE 2 OF 9SETTLEMENTSTIPULATION,Page 2
OPUC -UA 43
96-205
utility service in the service territory proposed for transfer,other than for the Visitor's
Center.Therefore,the Parties agree that a portion of PacifiCorp's service territory in
Wallowa County,Oregon should be transferred to Idaho Power to facilitate electric service
to the Visitor's Center.
3.The legal description of the service territory proposed to be transferred
from PacifiCorp to Idaho Power is set out in Exhibit 4.
4.A map showing the general area of the sen/ice territory proposed to
be transferred from PacifiCorp to Idaho Power is attached as Exhibit 5.
There are no franchises or permits of other appropriate public5.
authorities which are required to permit the transfer of PacifiCorp's right to serve the
territory described in Exhibit 4 to Idaho Power.
6.The parties agree that this Settlement Stipulation will be submitted to
the Commission for acceptance,and the parties recommend that the Commission issue
If this stipulation is notanorderinthisdocketadoptingthisSettlementStipulation.
accepted in its entirety,it will be withdrawn and shall be without any force or effect.
7.The Settlement Stipulation may be executed in counterparts.
PUBLIC UTILITIES COMMISSION
OF OREGON'S STAFF
!
By:
Mike Weirich
Assistant Attorney General
7Date:
APPENDIX A
PAGE 3 OF 9
SETTLEMENT STIPULATION,Page 3
OPUC -UA 43
96-205
IDAHO POWER COMPANY
By:
Gene C.Rose,Attorney
Date:W &/?£
PACIFICORP
^
Janrofe Paine,Attorney
Dated:
-V.
APPENDIX A
PAGE A OF 9SETTLEMENTSTIPULATION,Page 4
OPUC -UA 43
EXHIBIT 1
>•
BC-L .D .Ripley-C£fQ9
K.J .Kolar9,6-2 0

5
SNAKE RIVER
r-1
IDAH O EOWER COMPANY
W-*:m
HYDRO POWER
P 0 Box 670
Payette,Idaho 83661
!
June 30 ,1992
Marshall Thiesen
District Manager
Pacific Power -P O Box P
Enterprise,Oregon 97828
:
¦:
Dear Mr Thiesen:
¦Idaho Power has received a request to provide service
to the U S Forest Service in Hells Canyon.
The location is approximately one-forth mile North of
Hells Canyon Dam.They are in the process of building a
visitors center and installing a mobile home for their
personnel.The total load is less than 50 KW.
Idaho Power can.provide service to these facilities,
however,it is my understanding that Idaho Power does not have
the authority to serve in Wallowa County Oregon.I understand
this may be your service area.It appears it may not be
practical for you to provide this service due to the distance
from your existing distribution system.With your company's
agreement we would be willing to provide service to this
customer .
Please let me know as soon as possible,as to not delay
the progress of this project.
Sincerely ,
L H Armstrong
Western Division Manager .
LHA :S a
cc:G C Rose
E O Prince
f ilei^-"
¦v.
Edward O Prince
Walla Walla Area Mgr
PacifiCorp Elec
P O Box 607
Walla Walla,WA 99362
[phone]
APPENDIX A
PAGE 5 OF 9
EXHIBIT 2
86-205
*<i«
PACIFIC POWER 11 1 W.Nortft Sl'aal -P O Sax P •Enterpnsa.Oretfon 97323 -(503)<25-0153
July 6,1992
Mr.Lyle Armstrong
Western Division Manager
Idaho Power Company -P.O.Box 670
Payette,Idaho 83661
Dear Mr.Armstrong,
Thank you for your letter dated June 30,1992.We have reviewed your request to
provide electrical service to the U.S.Forest Service visitors information center located in
Wallowa County near Hells Canyon Dam.
As indicated,this location is within Pacific Power's Enterprise District pre-defined
service allocation area.Presently,we are unable to service this site due to the distance from our
existing distribution facilities.Pacific Power will grant this request allowing Idaho Power
Company to meet the service needs for the described U.S.Forest Service visitors center.
I appreciate your contacting our office to review this matter.
Sincerely,
Marshall Thiesen
Enterprise District Mgr.
cc:Prince
file
APPENDIX A
PAGE 6 OF 9
EXHIBIT 3
*r
96-205
snake river
El R C OMPANYIDA
rvsV?*j'T'SI^.V'.wS o
r.c ft#
nl pnsE BU^'r'lA:'A-
vTuwU°f'ri:h
Cemtz a.\W"1
HYDRO POWER AiL
P 0 Box 670
Payette,ID 83661
July 28,1992
Mr Jack Dent
OREGON PUBLIC UTILITY COMMISSION
Labor &Industries Building
Salem.OR 97310
Re:Service to U S Forest Service
Mr Dent:
Pursuant to your conversation with Gene Rose please find enclosed
the original letter dated July 6,1992 from Marshall Thiesen-Mr Thiesen
is the Enterprise District Manager for Pacific Power,said letter gives
Idaho Power consent to provide service to the U S Forest Service in the
Hells Canyon area.
Please consider this letter as my Company's agreement and
willingness to provide this service...
This letter and the enclosed information is to reaffirm,and the
acknowledgement of,both Pacific Power and Idaho Power Company's agreement
regarding service to this customer.
Sincerely.
3?
L H Armstrong
Western Division Manager
LHA':sa
Enclosure
cc;G C Rose^
I
P M Bull
f i 1 e
•v
APPENDIX A
PAGE 7 OF 9
96-205
EXHIBIT 4
Legal Description of Oregon Service Territory Proposed to be
Transferred From PacifiCorp to Idaho Power
Lots 1,5,6,and 7 in Section 4,Township 4 South,Range 49
East,Willamette Meridian and Lot 4 in Section 33,Township
3 South,Range 49 East,Wllamette Meridian.
i
APPENDIX A
PAGE 8 OF 9
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Exhibit A
Part 4 of 4
|Oregon Public Utility Commission
550 Capitol Street NE,Suite 215
Salem,OR 97301-2551JohnA.Kitzhaber,M.D.,Governor
Administrative Services
[phone]
Consumer Services
June 20,2002 1-800-522-2404
Local:[phone]
IDAHO POWER COMPANY
LAMONT KEEN
PO BOX 70
BOISE ID 83707-0070
The Commission is working to verify that it has an accurate legal description1 of
the territory that has been allocated to your company pursuant to ORS 758.400,
et seq.To do so,the PUC Staff would like you to provide a legal description of
your currently allocated territory.If you have any questions regarding which PUC
orders granted allocated territory to you,please contact me.
To standardize the legal descriptions maintained by the PUC and to facilitate
changes in the legal description in future filings,please provide your legal
description using the following specifications:.
Each area of territory that is not contiguous to any other area should be
given a parcel letter or number such as Parcel 1 ,Parcel 2,or Parcel A or
Parcel B.
Each page of the legal description for the allocated service territory or
parcel should be sequentially numbered as "Original Page X."If the
description is for a parcel the numbering should begin with the parcel
number as in "Parcel X,Original Page X."Each page should include the
date of filing and the name of the entity.
Each line of legal description on each page should be numbered.The first
line of each page should begin with "1 ."
Please see the enclosed sheet labeled "Example 1"for an illustration of the
above specifications.
The PUC Staff prefers that you use this same format when making future
applications under ORS 758.400,et seq.However,if the filing includes a change
to a page previously filed in accordance with the above request,"Original Sheet
X,"should be replaced by "1st Revision,Page X"to indicate that the page has
superceded the original page.Subsequent changes would be sequentially
numbered "2nd Revision,Page X;""3rd Revision,Page X;"etc.As before,if the
description is for a specific parcel,the parcel designation should also be included
1 A description by county,section lines,river,highway,road,street,or metes and bounds,where applicable
and necessary,designating the boundaries of the territory.
description is for a specific parcel,the parcel designation should also be included
as "Parcel X,1st Revision,Page X."See the enclosed sheet labeled,"Example
2."for an illustration.
If your company has a map that corresponds to the legal description of your
allocated service territory,please also provide a copy of the map.
Please provide your response by August 19,2002.
If you have any questions regarding this request or other matters pertaining to
allocated service territory,please contact me at the number shown below.
Deborah Garcia
Utility Analyst
Electric Rates &Planning
503-378-6688
[e-mail]
Enc
EXAMPLE 1
1 Beginning at the east quarter corner of section 13 of T 3S,R 4E,follow Carter Rd
2 southwesterly to the northeast corner of section 1 of T 4S,R 5E.From that point follow
3 the east boundary of section 1 south to the east quarter corner of section 12 of T 4S,R 5E
us ~^r*p -
A
Acme I '•lectiic Parcel X Original Page 1
Filed 6=24-02-
EXAMPLE 2
1 Beginning at the east quarter corner of section 13 of T 3S,R 4E,follow Carter Rd
2 southwesterly to the northeast corner of section 1 ,T 4 S,R 5E.From that point follow the
3 east boundary of section 1 south to the east quarter corner of section 24 T 6S,R5E
4
Parcel 1,1st Revision Page 1AcmeElectric
Filed 12-12-06
•*P*IDACORR Inc.
P.O.BOX 70
BOISE,IDAHO 83707edaootot,
PATRICK A.HARRINGTON
Attorney
September 25, 2002
Deborah Garcia
Utility Analyst
Electric Rates &Planning
Oregon Public Utility Commission
550 Capitol Street NE,Suite 215
Salem,OR 97301-2551
Re:Idaho Power Company Service
Territory in Oregon
Dear Ms.Garcia:
Per your request,enclosed for filing with the Oregon Public Utility Commission is
the legal description for Idaho Power Company's allocated service territory in Oregon.The legal
description is set forth in the format prescribed by the Commission.I have also enclosed a set of
maps that show the location of Parcel A of Idaho Power's service territory in Oregon (Parcel A
comprises virtually the entire Oregon territory).The maps provide a helpful guide in reviewing the
service territory.
If there are any questions regarding this filing,please feel free to contact me at 208-
388-2878.
Sincerely,
-4-
jam
Patrick A.Harringtons
PAH:mg
Telephone [phone],Fax [phone]
METES AND BOUNDS DESCRIPTION
OF TERRITORY IN OREGON
ALLOCATED TO IDAHO POWER COMPANY
Beginning at a point,said point being on the State boundary line1
between Idaho and Oregon,more particularly described as the Southeast2
corner of Section Thirty-six (36),Township Thirty-two (32)South,Range3
Forty-six (46)East,Willamette Meridian,Oregon;thence,West along the4
South boundary of said Township Thirty-two (32)approximately Thirty-two5
(32)miles to the Southwest corner of Section Three (3),Township Thirty-6
three (33)South,Range Forty-one (41)East;thence,Northerly along the7
West boundary of said Section Three (3)approximately One (1)mile to8
the Southwest corner of Section Thirty-four (34),Township Thirty-two9
Willamette Meridian,Oregon;(32)South,Range Forty-one (41)East10
thence North approximately Six (6)miles to the Southwest corner of11
Section Thirty-four (34),Township Thirty-one (31)South,Range Forty12
one (41)East,Willamette Meridian,Oregon;thence,West approximately13
14 Three (3)miles to the Southwest corner of Section Thirty-one (31),Town
ship Thirty-one (31)South,Range Forty-one (41)East,Willamette,Meridian,15
16 Oregon;thence North approximately Twelve (12)miles to the Northwest corner
of Section Six (6),Township Thirty (30)South,Range Forty-one (41)East,17
Willamette Meridian,Oregon;thence West approximately One-half (1/2)mile18
to the Southwest corner of Section Thirty-one (31),Township Twenty-nine (29)19
South,Range Forty-one (41)East,Willamette Meridian,Oregon;thence North20
along West boundary of said Range Forty-one (41)approximately Seven (7)21
miles to the Northwest corner of Section Six (6),Township Twenty-nine (29)22
South,Range Forty-one (41)East,Willamette Meridian,Oregon;thence East23
along North boundary of said Township Twenty-nine (29)approximately Twelve24
(12)miles to the Southwest corner of Section Thirty-one (31),Township25
Twenty-eight (28)South,Range Forty-three (43)East,Willamette Meridian,26
27 Oregon;thence North along West boundary of said Range Forty-three (43)
(29.50)miles to the Northwest cornerapproximatelyTwenty-nine and one-half1
Parcel A,Original Page 1IDAHOPOWERCOMPANY
Filed 9/02
of Section Six (6),Township Twenty-four (24)South,Range Forty (43)East,2
Willamette Meridian,Oregon;thence East approximately Three-tenths (0.3)of3
a mile to the Southwest corner of Section Thirty-one (31),Township Twenty-4
three (23)South,Range Forty-three (43)East,Willamette Meridian,Oregon;5
thence North along West boundary of said Range Forty-three (43)approximately6
Six (6)miles to the Southeast corner of Section Thirty-six (36),Township7
Twenty-two (22)South,Range Forty-two (42)East,Willamette Meridian,Oregon;8
thence West along South boundary of said Township Twenty-two (22)approxi-9
mately Twenty-four (24)miles,to the Southwest corner of Section Thirty-one10
(31),Township Twenty-two (22)South,Range Thirty-nine (39)East,Willamette11
Meridian,Oregon;thence North approximately One-half (1/2)mile to the South12
east corner of Section Thirty-six (36),Township Twenty-two (22)South,Range13
Thirty-eight (38)East,Willamette Meridian,Oregon;thence West along South
boundary of said Township Twenty-two (22)approximately Twenty-seven (27)
14
15
miles to the Southwest corner of Section Thirty-four (34),Township Twenty -16
two (22)South,Range Thirty-Four (34)East,Willamette Meridian,Oregon;17
thence North approximately Six (6)miles to the Southwest corner of Section18
Thirty-four (34),Township Twenty-one (21)South,Range Thirty-four (34)19
East,Willamette Meridian,Oregon;thence West along South boundary of said20
Township Twenty-one (21)approximately Nine (9)miles to the Southwest corner21
of Section Thirty-one (31),Township Twenty-one (21)South,Range Thirty-22
three (33)East,Willamette Meridian,Oregon;thence North along West boundary23
of said Range Thirty-three (33)approximately Six (6)miles to the Northwest24
Township Twenty-one (21)South,Range Thirty-threecornerofSectionSix(6)25
(33)East,Willamette Meridian,Oregon;thence West along North boundary of26
said Township Twenty-one (21)approximately One-half (1/2)mile to the South-27
west corner of Section Thirty-six (36),Township Twenty (20)South,Range1
Parcel A,Original Page 2
Filed 9/02
IDAHO POWER COMPANY
Thirty-three (33)East,Willamette Meridian,Oregon;thence North approxi-2
mately Eighteen (18)miles to the Northwest corner of Section One (1),Township3
Eighteen (18)South,Range Thirty-three (33)East,Willamette Meridian,Oregon;4
thence East along the North boundary of said Township Eighteen (18)approxi-5
(24-1/2)miles to the Northwest corner ofmatelyTwenty-four and One-half6
Section Six (6),Township Eighteen (18)South,Range Thirty-seven (37)East,7
Willamette Meridian,Oregon;thence North along West boundary of said Range8
Thirty-seven (37)approximately Fifteen (15)miles to the Southeast corner9
of Section Thirteen (13),Township Fifteen (15)South,Range Thirty-six (36)10
East,Willamette Meridian,Oregon;thence West along boundary line between11
Baker and Grant Counties approximately Thirteen (13)miles;thence Northerly12
along said boundary to a point on the North boundary of Section Eighteen (18),13
Township Eleven (11)South,Range Thirty-six (36)East,Willamette Meridian,14
Oregon;thence East approximately Seventeen and One-half (17-1/2)miles to15
the Northeast corner of Section Thirteen (13),Township Eleven (11)South,16
Range Thirty-eight (38)East,Willamette Meridian,Oregon;thence South,along17
East boundary of said Range Thirty-eight (38),Two (2)miles to the Northwest18
corner of Section Thirty (30),Township Eleven (ii)South,Range Thirty-nine19
(39)East,Willamette Meridian,Oregon;thence East three (3)miles to the20
Northeast corner of Section Twenty-eight (28),said Township and Range;thence21
South Two (2)miles to the Northwest corner of Section Three (3),Township22
Twelve (12)South,Range Thirty-nine (39)East,Willamette Meridian,Oregon;23
thence East along North boundary of said Township Twelve (12)approximately24
Nine (9)miles to the Northeast corner of Section One (1),Township Twelve (12)25
South,Range Forty (40)East,Willamette Meridian,Oregon;thence North approxi-26
mately Two (2)miles to the Northwest corner of Section Thirty (30),township27
Eleven (11)South,Range Forty-one (41)East,Willamette Meridian,Oregon;1
Parcel A,Original Page 3IDAHOPOWERCOMPANY
Filed 9/02
thence East Three (3)miles to the Northwest corner of Section Twenty-seven2
(27),Township Eleven (11)South,Range Forty-one (41)East,Willamette3
Meridian,Oregon;thence North Two (2)miles to the Northwest corner of Sec-4
tion Fifteen (15)of said Township and.Range;thence East Three (3)miles to5
the Northwest corner of Section Eighteen (18),Township Eleven (11)South,6
Range Forty-two (42)East,Willamette Meridian,Oregon;thence North along7
West boundary of said Range Forty-two (42)Three (3)miles to the Northwest8
corner of Section Thirty-one (31),Township Ten (10)South,Range Forty-two9
(42)East,Willamette Meridian,Oregon;thence East Two Thousand Six Hundred10
and Forty (2640)feet to the Southwest corner of Southeast Quarter (SE1/*)of11
Section Thirty-one (31),Township Ten (10)South,Range Forty-two (42)East,12
Willamette Meridian,Oregon;thence North Three Thousand Nine Hundred and13
feet to the Southwest corner of the Northwest Quarter of theSixty(3960)14
Northeast Quarter (NW'ANE1/^)of Section Thirty (30),Township Ten (10)South,15
Range Forty-two (42)East,Willamette Meridian,Oregon;thence,West along16
(NE%NWy«)the South boundary of the Northeast Quarter of the Northwest Quarter17
of said Section Thirty (30),One Thousand Three Hundred and Twenty (1320)18
feet;thence,North along the West boundary of said Northeast Quarter of19
the Northwest Quarter (NE%NW%),One Thousand Three Hundred and Twenty (1320)20
feet to the Northwest corner of said Northeast Quarter of the Northwest21
quarter (NE%NW$);thence West along the North boundary of said Section22
Thirty,One Thousand Three Hundred and Twenty (1320)feet to the Southwest23
corner of Section Nineteen (19),Township Ten (10)South,Range Forty-two24
(42)East,Willamette Meridian,Oregon;thence North along the West boundary25
of said Range Forty-two (42),approximately Four (4)miles to the Northwest26
corner of Section Six (6),Township Ten (10)South,Range Forty-two (42)27
East,Willamette Meridian,Oregon;thence East along the North boundary of1
Parcel A,Original Page 4
Filed 9/02
IDAHO POWER COMPANY
said Township Ten (10),approximately Twelve (12)miles to the Northwest2
corner of Section Six (6),Township Ten (10)South,Range Forty-four (44)3
East,Willamette Meridian,Oregon;thence,North along the West boundary4
of said Range Forty-four (44),approximately Twenty-four (24)miles to the5
Northwest corner of Section Six (6),Township Six (6)South,Range Forty-6
four (44)East,Willamette Meridian,Oregon;thence East along the North7
approximately Twenty-nine (29)miles toboundaryofsaidTownshipSix(6)8
the middle of the Snake River,which is the State boundary line between9
Oregon and Idaho;thence,Southerly along said State boundary to the point10
of beginning.11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
Parcel A,Original Page 5IDAHOPOWERCOMPANY
Filed 9/02
n
Lots 1,5,6,and 7 in Section 4,Township 4 South,Range 49 East,Willamette
Meridian and Lot 4 in Section 33,Township 3 South,Range 49 East,Willamette
Meridian
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
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24
25
26
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IDAHO POWER COMPANY Parcel B,Original Page 1
Filed 9/02
CONFIDENTIAL
Execution Version
4914-3412-4175.2
ASSET PURCHASE AGREEMENT
by and between
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
and
IDAHO POWER COMPANY
dated as of
February 13, 2026
TABLE OF CONTENTS
Page
- i -
4914-3412-4175.2
ARTICLE 1 DEFINITIONS .......................................................................................................... 1
Section 1.01 Defined Terms ............................................................................... 1
Section 1.02 Construction ................................................................................. 13
ARTICLE 2 PURCHASE AND SALE OF ACQUIRED ASSETS; ASSUMPTION OF
LIABILITIES; PURCHASE PRICE ........................................................................................... 14
Section 2.01 Purchase and Sale of Acquired Assets; Treatment of
Excluded Assets ........................................................................... 14
Section 2.02 Assignability and Consents .......................................................... 14
Section 2.03 Assumed Liabilities ..................................................................... 15
Section 2.04 Excluded Liabilities ..................................................................... 15
Section 2.05 Purchase Price .............................................................................. 16
Section 2.06 Purchase Price Adjustment .......................................................... 17
Section 2.07 Preparation of the Closing Statement .......................................... 17
Section 2.08 Disputes Regarding the Closing Statement.................................. 18
ARTICLE 3 CLOSING ............................................................................................................... 20
Section 3.01 Time and Place of the Closing ..................................................... 20
Section 3.02 Deliveries ..................................................................................... 20
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER ................................. 22
Section 4.01 Existence and Power .................................................................... 22
Section 4.02 Corporate Authorization .............................................................. 22
Section 4.03 Non-contravention ....................................................................... 23
Section 4.04 Governmental Authorization ....................................................... 23
Section 4.05 Indebtedness ................................................................................. 23
Section 4.06 No Material Adverse Effect ......................................................... 23
Section 4.07 Taxes ............................................................................................ 23
Section 4.08 Title to Acquired Assets............................................................... 24
Section 4.09 Intellectual Property ..................................................................... 24
Section 4.10 Material Contracts ........................................................................ 25
Section 4.11 Compliance with Laws; Permits .................................................. 26
Section 4.12 Proceedings and Orders ............................................................... 26
Section 4.13 Real Property ............................................................................... 27
Section 4.14 Environmental Matters................................................................. 29
Section 4.15 Sufficiency of Acquired Assets ................................................... 30
Section 4.16 Brokers ......................................................................................... 30
Section 4.17 No Undisclosed Liabilities. .......................................................... 30
Section 4.18 Seller Financial Information. ....................................................... 30
Section 4.19 Employee Benefit and Employment Matters. .............................. 31
Section 4.20 No Other Representations ............................................................ 31
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER .................................. 31
Section 5.01 Corporate Existence and Power ................................................... 32
Section 5.02 Corporate Authorization .............................................................. 32
TABLE OF CONTENTS
(continued)
ii
4914-3412-4175.2
Section 5.03 Non-contravention ....................................................................... 32
Section 5.04 Governmental Authorization ....................................................... 32
Section 5.05 Compliance with Laws; Permits .................................................. 32
Section 5.06 Proceedings and Orders ............................................................... 32
Section 5.07 Financing...................................................................................... 32
Section 5.08 Solvency ....................................................................................... 33
Section 5.09 Brokers ......................................................................................... 33
Section 5.10 Non-Reliance ............................................................................... 33
ARTICLE 6 PRE-CLOSING COVENANTS ............................................................................. 33
Section 6.01 Certain Efforts .............................................................................. 33
Section 6.02 Antitrust Matters .......................................................................... 34
Section 6.03 Third Party and other Governmental Body Consents and
Notices ......................................................................................... 36
Section 6.04 Access .......................................................................................... 36
Section 6.05 Operation of the Business ............................................................ 36
Section 6.06 Capital Expenditures Prior to Closing ......................................... 38
Section 6.07 No Solicitation of Other Bids; Non-Disparagement .................... 38
Section 6.08 Casualty Loss ............................................................................... 39
Section 6.09 Disclosure Schedule Updates ....................................................... 39
Section 6.10 Title Commitment; Property Inspection. ..................................... 40
ARTICLE 7 ADDITIONAL COVENANTS............................................................................... 41
Section 7.01 General ......................................................................................... 41
Section 7.02 Tax Matters .................................................................................. 41
Section 7.03 Confidentiality ............................................................................. 43
Section 7.04 Records and Access ..................................................................... 43
Section 7.05 Certain Payments or Instruments Received from Third
Parties ........................................................................................... 43
Section 7.06 Independent Investigation; Forward-Looking Statements ........... 43
Section 7.07 Non-Recourse .............................................................................. 44
Section 7.08 Publicity ....................................................................................... 45
Section 7.09 Bulk Sales .................................................................................... 45
Section 7.10 Transition Matters ........................................................................ 45
Section 7.11 Transaction Impact Mitigation ..................................................... 46
Section 7.12 Prorations ..................................................................................... 48
Section 7.13 Environmental Investigations and Reporting............................... 48
Section 7.14 Delivery of Business Records and Related Materials .................. 48
Section 7.15 Transitional Use of Seller Intellectual Property........................... 49
ARTICLE 8 INDEMNIFICATION ............................................................................................. 49
Section 8.01 Indemnification of Buyer ............................................................. 49
Section 8.02 Indemnification of Seller ............................................................. 50
Section 8.03 Claim Procedure........................................................................... 50
TABLE OF CONTENTS
(continued)
iii
4914-3412-4175.2
Section 8.04 Third Party Claims ....................................................................... 50
Section 8.05 Limitations on Indemnification .................................................... 51
Section 8.06 Exclusive Remedy ....................................................................... 53
Section 8.07 Survival of Representations, Warranties and Covenants ............. 53
ARTICLE 9 CONDITIONS TO CLOSING................................................................................ 54
Section 9.01 Conditions to Seller’s Obligations ............................................... 54
Section 9.02 Conditions to Buyer’s Obligations............................................... 54
Section 9.03 Additional Conditions to the Parties’ Obligations ....................... 55
ARTICLE 10 TERMINATION ................................................................................................... 55
Section 10.01 General ......................................................................................... 55
Section 10.02 Rights to Terminate...................................................................... 56
Section 10.03 Effect of Termination ................................................................... 58
ARTICLE 11 MISCELLANEOUS ............................................................................................. 58
Section 11.01 Expenses ...................................................................................... 58
Section 11.02 No Third-Party Beneficiaries ....................................................... 58
Section 11.03 Entire Agreement ......................................................................... 58
Section 11.04 Succession and Assignment ......................................................... 58
Section 11.05 Counterparts ................................................................................. 59
Section 11.06 Notices ......................................................................................... 59
Section 11.07 Governing Law ............................................................................ 60
Section 11.08 Waiver of Jury Trial ..................................................................... 60
Section 11.09 Proceedings; Attorneys’ Fees ...................................................... 60
Section 11.10 Amendments and Waivers ........................................................... 60
Section 11.11 Severability .................................................................................. 60
Section 11.12 Specific Performance ................................................................... 61
Section 11.13 Delivery by Electronic Transmission........................................... 61
EXHIBITS AND SCHEDULES

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4914-3412-4175.2

Exhibit A – Form of Bill of Sale
Exhibit B – Form of Real Property Deed
Exhibit C – Form of Sales Agreement
Exhibit D – Form of Wheeling Agreement
Exhibit E – Form of Territory Allocation Agreement
Exhibit F-1 – Form of Transition Services Agreement
Exhibit F-2 – Draft Transition Services

Schedule 1.01(a) – Acquired Assets
Schedule 1.01(b) – Excluded Assets
Schedule 1.01(c) – Assigned Contracts
Schedule 1.01(d) – Transferred IT Assets
Schedule 1.01(e) – Regulatory Liabilities Adjustment
Schedule 1.01(f) – Permitted Encumbrances
Schedule 2.06 – Sample Purchase Price Calculations
Schedule 3.02(b)(ii) – Encumbrances to be Released
Schedule 6.03 – Third Party and Governmental Body Consents and Notices
Schedule 6.06 – Pre-Approved Capital Expenditures
Schedule 7.11(g) – PURPA Projects

Cross-references to Disclosure Schedule pursuant to Article 4:
Section 4.03 – Non-contravention
Section 4.04 – Governmental Authorization
Section 4.05 – Indebtedness
Section 4.08 – Title to Acquired Assets
Section 4.09 – Registered IP
Section 4.10 – Material Contracts
Section 4.11(b) – Necessary Permits
Section 4.13(a) – Tier One Real Property
Section 4.13(b) – Tier Two Real Property
Section 4.13(c) – Exceptions to Owned Real Property
Section 4.13(d) – Exceptions to Easements
Section 4.13(f) – Exceptions to Real Property
Section 4.14 – Environmental Matters
Section 4.15 – Sufficiency of Acquired Assets
Section 4.18 – Seller Financial Information

1
4914-3412-4175.2
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as
of February 13, 2026 (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“Buyer”), and Idaho Power Company, an Idaho corporation (“Seller,” and together with Buyer,
the “Parties”).
RECITALS
A. Seller owns and operates the Business (as defined herein).
B. Seller desires to sell, and Buyer desires to purchase, the Acquired Assets (as defined
herein), on the terms and subject to the conditions set forth in this Agreement.
C. Buyer is willing to assume the Assumed Liabilities (as defined herein), on the terms and
subject to the conditions set forth in this Agreement.
AGREEMENT
In consideration of the foregoing and the Parties’ respective representations, warranties,
covenants, obligations and agreements set forth herein, and intending to be legally bound hereby,
and for other good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Defined Terms. When used in this Agreement (or in the Schedules and
Exhibits to this Agreement), the following terms will have the meanings set forth below:
“Accounting Changes” has the meaning set forth in Section 2.07.
“Accounting Expert” has the meaning set forth in Section 2.08(b).
“Acquired Assets” means (a) all assets of Seller described on Schedule 1.01(a), and (b) all
assets of Seller that exclusively relate to the Business, in each case other than the Excluded Assets.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly
Controls, is Controlled by, or is under common Control with such Person, including, in the case
of any Person who is an individual, such Person’s spouse or domestic partner, any of such Person’s
descendants (lineal or adopted) or ancestors, and any of their respective spouses or domestic
partners.
“Agreement” has the meaning set forth in the Preamble.
“Allocation Schedule” has the meaning set forth in Section 7.02(c).

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4914-3412-4175.2
“Anticipated Regulatory Approval Date” means the date, as mutually agreed by Buyer and
Seller, on which the last of the Regulatory Approvals (except those required under applicable
Antitrust Laws) is anticipated to be received.
“Antitrust Laws” means the United States Sherman Antitrust Act of 1890, the United States
Clayton Act of 1914, the HSR Act, the United States Federal Trade Commission Act of 1914, and
all other Laws, including state and foreign Laws issued by a Governmental Body that are designed
or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade
or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position,
or to prevent acquisitions, mergers or other business combinations and similar transactions, the
effect of which may be to lessen or impede competition or to tend to create or strengthen a
dominant position or to create a monopoly.
“Applicable Privacy and Data Security Laws” means any personal privacy Laws applicable
to the Business.
“Applicable Regulatory Orders” has the meaning set forth in Section 7.11(a).
“Assigned Contracts” has the meaning set forth in paragraph 8 of Schedule 1.01(a).
“Assumed Liabilities” has the meaning set forth in Section 2.03.
“B2H Project” has the meaning set forth in Section 7.11(e).
“Base Purchase Price” has the meaning set forth in Section 2.05.
“Bill of Sale” has the meaning set forth in Section 3.02(a)(i).
“Billing Party” has the meaning set forth in Section 7.11(c).
“Broker” has the meaning set forth in Section 4.16.
“Business” means the sale of electric power to retail customers of Seller in its service
territory in the State of Oregon through the System (as defined herein), as determined immediately
prior to the Closing.
“Business Day” means any day on which commercial banks are open for business in Boise,
Idaho, but does not include any day that is a Saturday, Sunday or a statutory holiday in the State
of Idaho.
“Buyer” has the meaning set forth in the Preamble.
“Buyer Fundamental Representations” means Section 5.01 (Corporate Existence and
Power), Section 5.02 (Corporate Authorization) and Section 5.10 (Non-Reliance).
“Buyer Indemnified Parties” has the meaning set forth in Section 8.01.
“Buyer’s Officer’s Certificate” has the meaning set forth in Section 3.02(c)(ii).

3
4914-3412-4175.2
“Cap” has the meaning set forth in Section 8.05(a).
“Capital Expenditure” means (i) any repairs, betterments and additions to or replacements
of property, plant and/or equipment or (ii) any other expenditures that would be capitalized on
Seller’s balance sheet in accordance with FERC Accounts, in each case as determined by Seller in
its reasonable discretion based on Prudent Utility Practices.
“Capital Expenditure Determination” has the meaning set forth in Section 6.06.
“Casualty” means (a) with respect to Seller or the Acquired Assets, any damage to or
destruction of all or any portion of the Acquired Assets as a result of fire (including fire caused by
lightning), wind, hail, ice, snow, hurricane, tornado, freezing, earthquake, earth movement, flood
or other act of God, acts of terrorism, civil insurrection, riots, strikes, labor disturbances, vandalism
or any event beyond the reasonable control of Seller which exceeds $500,000.00 per occurrence,
and (b) with respect to Buyer, any damage to or destruction of all or any portion of Buyer’s assets
as a result of fire (including fire caused by lightning), wind, hail, ice, snow, hurricane, tornado,
freezing, earthquake, earth movement, flood or other act of God, acts of terrorism, civil
insurrection, riots, strikes, labor disturbances, vandalism or any event beyond the reasonable
control of Buyer.
“Casualty Estimate” has the meaning set forth in Section 6.08(a).
“Casualty Loss Threshold” has the meaning set forth in Section 6.08(b).
“Casualty Repair Expense” means the Capital Expenditure incurred by Seller after the
Effective Date to repair or replace the Acquired Assets damaged by an Event of Loss.
“Claim Notice” has the meaning set forth in Section 8.03.
“Closing” has the meaning set forth in Section 3.01.
“Closing Date” has the meaning set forth in Section 3.01.
“Closing Delay Notice” has the meaning set forth in Section 10.02(h).
“Closing Statement” has the meaning set forth in Section 2.07.
“Code” means the Internal Revenue Code of 1986.
“Commitment” has the meaning set forth in Section 6.10.
“Confidential Information” means any confidential information, nonpublic information or
confidential compilation of information relating to the Acquired Assets or the Business.
Confidential Information will not include any information that (a) is generally available to the
public as of the Effective Date, (b) becomes generally available to the public after the Effective
Date other than as a result of a disclosure by Buyer in breach of this Agreement or the
Confidentiality Agreement, or (c) is received following the Closing from a Third Party (other than

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4914-3412-4175.2
any Party or its Affiliates) who to Buyer’s knowledge, after reasonable due inquiry, is not bound
by a duty of confidentiality with respect to such information.
“Confidentiality Agreement” means that certain Mutual Nondisclosure & Confidentiality
Agreement, dated April 11, 2025, by and between Seller and Buyer.
“Construction Work in Progress Adjustment” means the Value of the net capitalized cost,
including overheads and benefits loading, consistent with Seller’s past practice, of any Acquired
Assets that are recorded in Seller’s accounting records in the ordinary course of business as
construction work in progress, CWIP or any comparable account by Seller or its Affiliates as of
the Closing.
“Contract” means any legally binding written agreement, lease, license (other than a license
granted by a Governmental Body), contract, obligation, or commitment.
“Control” or “Controlled” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through ownership
of securities, by contract or otherwise.
“CWIP” means the Value of the total balances of work orders already paid for electric
plants currently in the process of being constructed and typically accounted for in FERC Account
107 (Construction Work in Progress), including costs consistent with Seller’s past practice, such
as direct materials, labor, purchased services, other expenses, overheads, allocations and benefits
loading, provided that CWIP shall be limited to only costs directly assignable to incomplete assets
that are Acquired Assets.
“Data Room” means the virtual data room entitled “EXTERNAL-Yeti-OTEC / Documents
/ General / Due Diligence Responses” hosted via Seller’s instance of Microsoft Teams.
“Deductible Amount” has the meaning set forth in Section 8.05(a).
“Disapproved Capital Expenditure” has the meaning set forth in Section 6.06.
“Disclosure Schedule” has the meaning set forth in Article 4.
“Dispute” has the meaning set forth in Section 2.08(a).
“Dispute Notice” has the meaning set forth in Section 2.08(a).
“Dispute Period” has the meaning set forth in Section 2.08(a).
“Disputed Elements” has the meaning set forth in Section 2.08(c).
“Easement(s)” has the meaning set forth in Section 4.13(a).
“Effect” has the meaning set forth in Material Adverse Effect in Section 1.01.
“Electrical Substation Easement” has the meaning set forth in Section 4.13(b).

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4914-3412-4175.2
“Encumbrance” means any mortgage, pledge, assessment, hypothec, security interest, lien,
adverse claim, defect of title, levy, option, right of first offer or first refusal, charge, easement or
other encumbrance.
“Enforceability Exceptions” has the meaning set forth in Section 4.02.
“Environmental Condition” means any and all past, present or future environmental
contamination; pollution; or Hazardous Substance release, spill, emission, emptying, leaking,
injection, deposit, disposal, discharge, dispersal, leaching, pumping, pouring or migration; into the
atmosphere, soil, surface water, groundwater, land, subsurface strata or property, or any similar
conditions on, under, over, near, or from the Tier One Real Property (or soil, sediments,
groundwater and surface water at the Tier One Real Property) whether known or unknown.
“Environmental Law” means any Law in each case relating to (a) the control of any
pollutant or protection of the air, water or land; (b) solid, gaseous or liquid waste generation,
handling, treatment, storage, disposal or transportation; (c) exposure to any Hazardous Substance;
and (d) the protection and enhancement of human health or the environment from impacts related
to the foregoing clauses (a) through (c) in this definition, each as in effect as of the Closing Date,
except in the case of references to Environmental Law in (i) Article 4, which shall be as in effect
as of the date on which the applicable representation is made (which may include the Closing
Date), and (ii) Section 7.13, which shall be as in effect as of the date the applicable determination
is made (which may include the Closing Date).
“Environmental License” means any license relating to or required by any Environmental
Law in connection with the Business.
“Environmental Representations” means the representations set forth in Section 4.14.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“Estimated Closing Statement” has the meaning set forth in Section 2.05(b).
“Estimated Purchase Price” has the meaning set forth in Section 2.05(b).
“Event of Loss” has the meaning set forth in Section 6.08(a).
“Excluded Assets” means all assets of Seller, including but not limited to (a) all assets or
services of Seller or its Affiliates relating to shared or corporate functions, and (b) those described
on Schedule 1.01(b), in each case except as expressly identified as an Acquired Asset.
“Excluded Liabilities” has the meaning set forth in Section 2.04.
“Excess Amount” has the meaning set forth in Section 2.06(b).
“Extra-Contractual Statement” has the meaning set forth in Section 4.20.
“FERC” means the Federal Energy Regulatory Commission.

6
4914-3412-4175.2
“FERC Accounts” means the FERC Uniform System of Accounts prescribed for Public
Utilities and Licensees (Class A and Class B). References to a specific FERC account number
shall mean the number in effect as of the Effective Date and any successor account number.
“Financial Representations” means the representations set forth in Section 4.05.
“Fixed System Asset Adjustment” means the Net Book Value of the Capital Expenditures
related to any Acquired Assets acquired by Seller or its Affiliates for use in the Business during
the period commencing on September 1, 2025, and ending on the Closing Date, as adjusted to
remove the Net Book Value impact of a Casualty damaging or destroying any Acquired Assets.
“Forward-Looking Statements” has the meaning set forth in Section 7.06.
“Fraud” means, with respect to the making of any representation or warranty set forth in
this Agreement, an act, committed by a Party, with the intent to deceive another Party, or to induce
it to enter into this Agreement and requires (a) a false representation of material fact made by such
Party herein, (b) with actual knowledge (as opposed to imputed or constructive knowledge) that
such representation is false, (c) with an intention to induce the Party to whom such representation
is made to act or refrain from acting in reliance upon it, (d) causing that Party, in justifiable reliance
upon such false representation, to take or refrain from taking action, and (e) causing such Party to
suffer Losses because of such reliance.
“Fundamental Representations” means, collectively, the Buyer Fundamental
Representations and the Seller Fundamental Representations.
“GAAP” means United States generally accepted accounting principles as in effect from
time to time.
“Governmental Body” means any: (a) nation, state or province; (b) municipal or other
political subdivision of any nation, state or province; and (c) agency, commission, department,
board, bureau, official, minister, tribunal or court (whether national, state, provincial, local, foreign
or multinational) exercising the executive, legislative, judicial, regulatory or administrative
functions of a nation, state or province or any municipal or other political subdivision thereof.
“Hazardous Substance” means any waste, material, or substance that is listed, regulated or
defined under any Environmental Law as a hazardous or toxic substance or waste, pollutant,
contaminant, and includes, any pollutant, chemical substance, hazardous substance, hazardous
waste, toxic waste, toxic chemical, heavy metals, asbestos, mold, radioactive material,
polychlorinated biphenyls, lead-based paint, petroleum or petroleum-derived substance or waste.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.
“Incidental License” means any: (a) nondisclosure agreement or Contract permitting the
use of confidential information; (b) Contract pursuant to which current or former employees or
contractors of Seller or any of its Affiliates assign, or license Intellectual Property rights to (or
waive such rights for the benefit of) Seller or any of its Affiliates; (c) Contract under which
Intellectual Property is licensed to a consultant, contractor, or vendor of Seller or any of its

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4914-3412-4175.2
Affiliates for the benefit of Seller or any of its Affiliates or that permits a consultant, contactor, or
vendor to identify Seller or any of its Affiliates as a customer of such consultant, contractor or
vendor; (d) Contract by which Seller or any of its Affiliates grants an Intellectual Property license
in the Ordinary Course of Business; (e) Contract containing a non-exclusive license of Intellectual
Property that is merely incidental to the transaction contemplated in such Contract, the commercial
purpose of which is primarily for something other than such license, such as (i) a sales or marketing
agreement that includes a license to use trademarks or other rights for the purposes of advertising
or providing products or services during the term of and in accordance with such agreement, or
(ii) a Contract for the purchase or lease of a photocopier, computer, network equipment, mobile
phone or other equipment that also contains a license of Intellectual Property; (f) shrink wrap,
click-wrap, or browse-wrap Contract; (g) Contract that is a non-exclusive license or terms of use
that permits the use of generally available software, data or content; or (h) non-exclusive licenses
implied by law to end-user customers for use of products or services.
“Indebtedness” of a Person means, without duplication, the aggregate principal amount of,
and accrued interest, prepayment penalties and outstanding fees with respect to, all indebtedness
for borrowed money of such Person, excluding any leases (whether capital or operating in nature).
“Indemnified Party” means any Person entitled to seek indemnification pursuant to Article
8.
“Indemnifying Party” means any Person against whom indemnification may be sought
pursuant to Article 8.
“Intellectual Property” means any: (a) patents, patent applications and patent disclosures,
together with all reissuances, continuations, continuations in part, revisions, extensions and
reexaminations thereof; (b) trademarks, service marks, trade dress, logos, trade names, assumed
names and corporate names, Internet domain names, Internet addresses and web sites, together
with all translations, adaptations, derivations and combinations thereof and including all goodwill
associated therewith, and all applications, registrations and renewals in connection therewith;
(c) copyrightable works, all copyrights and all applications, registrations and renewals in
connection therewith, including all software; and (d) trade secrets.
“IRS” means the United States Internal Revenue Service.
“Knowledge” of or “Known” by (and terms of similar import) mean (a) with respect to
Seller, the actual knowledge of, or actually known by, as of the Effective Date, Adam J. Richins,
Brian R. Buckham, Jeffrey L. Malmen, Ryan Adelman or Angelique Rood (the “Seller’s
Knowledge Group”), and (b) with respect to Buyer, the actual knowledge of, or actually known
by, as of the Effective Date, Les Penning or Michelle Long (the “Buyer’s Knowledge Group”).
Unless expressly otherwise stated herein, “Knowledge” and “Known” do not include (a)
constructive knowledge, (b) imputed knowledge, or (c) knowledge of any other employee, officer,
director, manager, agent, or representative of the party who is not included in the Seller’s
Knowledge Group or Buyer’s Knowledge Group, respectively; provided however, that
“Knowledge” and “Known” includes what such person would reasonably be expected to know in
his or her capacity and specific role as an officer of Seller or Buyer, respectively, in the ordinary
course of his or her regular duties in such officer role, consistent with past practice.

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“Law” means, with respect to any Person, any applicable laws, ordinances, constitutions,
regulations, statutes, treaties, rules, codes, judgments, orders and injunctions having the force of
law of any Governmental Body having jurisdiction over such Person or any of such Person’s
properties or assets.
“Liquidated Lien” has the meaning set forth in Section 6.10.
“Losses” means all (a) reasonable and documented out-of-pocket assessments, levies,
losses, damages, fines, and penalties, and (b) attorneys’ fees and out-of-pocket expenses
reasonably and actually incurred in investigating or defending a Third Party Claim.
“Material Adverse Effect” means any event, effect, occurrence, fact, condition or change
(collectively, “Effect”) that is, individually or in the aggregate, materially adverse to (a) the
Business, results of operations, or condition (financial or otherwise) of the Business or the
Acquired Assets, or (b) the ability of Seller or Buyer to consummate the Transactions on a timely
basis, other than (i) any Effect, directly or indirectly, arising out of or attributable to: (A) changes
in general business conditions that generally affect the international, national, regional or local
wholesale or retail markets for electric power in the geographic regions in which the Business
operates or in the North American, national, regional or local electric distribution or transmission
systems’ conditions, regulations or policies, (B) changes in the U.S. or global economy, climate,
or capital, financial, credit, foreign exchange or securities markets generally, including any
disruption thereof; (C) any adoption, promulgation, repeal, modification or reinterpretation of any
Law which occurs subsequent to the Effective Date, (D) weather conditions, fires, strikes, freight
embargoes, earthquakes, hurricanes, floods, droughts, landslides, or other acts of God or natural
disasters; (E) epidemics, pandemics, quarantine restrictions, or similar public health conditions
impairing normal business operations; (F) regional, national or international political or social
conditions, including any outbreak or escalation of sabotage, hostilities, insurrection or war,
whether or not pursuant to declaration of a national emergency or war, acts of terrorism or similar
calamity or crisis, or the threat of any of the foregoing; (G) changes in GAAP; (H) the taking of,
or the failure to take, any action required to be taken or not taken, as the case may be, by this
Agreement or any of the other Transaction Agreements; (I) the negotiation, execution, delivery, or
performance of this Agreement or any of the other Transaction Agreements, or the announcement
or consummation of any of the Transactions, including any impact thereof on relationships,
contractual or otherwise, with customers, suppliers, distributors, representatives, partners or
employees; (J) the identity or business plans of Buyer or any of its Affiliates; or (K) any Effect to
the condition of the Acquired Assets which is cured by or on behalf of Seller (including by the
payment of money by or on behalf of Seller) in accordance with the terms of this Agreement, and
to the reasonable satisfaction of Buyer before the earlier of the Closing Date and the Termination
Date and (ii) any existing Effect that Buyer or any of its Affiliates has Knowledge of as of the
Effective Date, including any such Effect set forth in the Disclosure Schedule; provided that, the
exceptions set forth in clause (i) shall not be applicable to the extent such Effect impacts the
Acquired Assets in a materially disproportionate manner compared with other Persons or assets in
the electric distribution industry in Idaho and the states immediately surrounding Idaho.
“Material Contracts” has the meaning set forth in Section 4.10.
“Measurement Time” means 12:01 a.m. Mountain Time on the Closing Date.

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“Mortgage” means the Mortgage and Deed of Trust, dated as of October 1, 1937, between
Seller and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
and R.G. Page, as Trustees, together with its supplemental indentures.
“Necessary Permits” has the meaning set forth in Section 4.11(b).
“Net Book Value” means the original cost to construct a capital plant addition, including
overheads, benefits loading, and removal costs, each consistent with Seller’s past practice, less
associated amounts for accumulated depreciation and amortization, each consistent with Seller’s
past practices, and reflecting appropriate adjustments for contribution in aid of construction and
advances in aid of construction.
“New GIAs” has the meaning set forth in Section 7.11(g).
“New Title Objections” has the meaning set forth in Section 6.10.
“Off-Site Location” means any Third Party off-site location utilized by Seller prior to the
Closing Date for the use, treatment, disposal, storage, transportation, discharge or recycling of
Hazardous Substances, wastes, equipment, substances or other materials generated by the
Acquired Assets; but, for the avoidance of doubt, shall not include any Real Property.
“Order” means any order, judgment, award, decision, consent decree, injunction, ruling or
writ of a Governmental Body that is binding on any specific Person or its property.
“Ordinary Course of Business” means the ordinary course of business of Seller with respect
to the Business consistent with past practice.
“Organizational Documents” means, with respect to any Person (other than an individual),
the agreements and instruments by which such Person establishes its legal existence or governs its
internal affairs and any amendments thereto, including (a) in the case of a corporation, such
corporation’s certificate or articles of incorporation, bylaws and shareholders’ agreement, if
applicable, (b) in the case of a limited partnership, such limited partnership’s certificate or articles
of limited partnership and its limited partnership agreement and (c) in the case of a limited liability
company, such limited liability company’s certificate or articles of formation and, if applicable,
limited liability company operating agreement.
“Owned Real Property” has the meaning set forth in Section 4.13(a).
“Party” and “Parties” have the meaning set forth in the Preamble.
“Permit” means any permit, license, filing, authorization, registration, qualification,
consent, approval or indicia of authority (and any pending application for approval or renewal of
a Permit) issued by any Governmental Body that is required to be held by, or issued to or on behalf
of, a Person in order for such Person to own, operate or maintain its assets or conduct its business.
“Permitted Encumbrances” means, collectively: (a) Encumbrances for Taxes, assessments,
and other governmental charges that are not yet due and payable, that may thereafter be paid
without penalty, or the validity of which is being contested in good faith; (b) Encumbrances arising

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under original purchase price conditional sales contracts and equipment leases with Third Parties;
(c) easements, covenants, conditions and restrictions of record; (d) easements, covenants,
conditions, and restrictions not of record as to which no material violation or encroachment exists
or, if such violation or encroachment exists, as to which the cure of such violation or encroachment
would not materially interfere with the conduct of the Business; (e) zoning or other governmentally
established restrictions or encumbrances; (f) pledges or deposits to secure obligations under
workers or unemployment compensation Laws or similar Laws or to secure public or statutory
obligations; (g) mechanic’s, materialman’s, supplier’s, vendor’s or similar Encumbrances arising
or incurred in the Ordinary Course of Business securing amounts that are not overdue or the
validity of which is being contested in good faith; (h) railroad trackage agreements, utility, slope
and drainage easements, franchise agreements, right-of-way easements and leases regarding signs;
(i) other imperfections of title, licenses, or encumbrances, if any, that do not materially impair the
continued use and operation of the assets to which they relate; (j) performance bonds, letters of
credit or similar arrangements securing the performance of contractual obligations; (k) non-
exclusive Intellectual Property licenses granted by the Seller or any of its Affiliates; (l)
environmental easements and equitable servitudes, deed restrictions and deed notices; (m) any
Encumbrance that is discharged by Seller at or prior to Closing; (n) such other Encumbrances that
do not and will not, individually or in the aggregate, materially interfere with Buyer’s operation of
the Business or use of any of the Acquired Assets in the manner currently operated by Seller; and
(o) Encumbrances set forth on Schedule 1.01(f).
“Person” means any natural individual, corporation, partnership, limited liability company,
joint venture, association, bank, trust company, trust or other entity, whether or not a legal entity,
or any Governmental Body.
“Pre-Approved Capital Expenditures” has the meaning set forth in Section 6.06.
“Pre-Closing Period” has the meaning set forth in Section 6.01.
“Proceeding” means any claim, suit, litigation, arbitration, hearing, audit, investigation or
other action by or before, any Governmental Body, whether civil, criminal, administrative, arbitral
or investigative in nature.
“Prudent Utility Practices” means the practices, methods or acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was made, could have
been expected to be used by a prudent, skilled and experienced owner or operator engaged in the
ownership, operation, and maintenance of electric utility assets of similar type, size and function
in the United States, in a manner consistent with good engineering practices, reliability, safety and
expedition, while acting in accordance with applicable laws, governmental approvals and
applicable codes and standards. “Prudent Utility Practices” is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be a spectrum of
reasonable and prudent practices, methods, standards, and procedures.
“Purchase Price” has the meaning set forth in Section 2.05.
“PURPA Projects” has the meaning set forth in Section 7.11(g).
“Real Property” has the meaning set forth in Section 4.13(a).

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“Real Property Affidavits” has the meaning set forth in Section 3.02(b)(v).
“Real Property Deeds” has the meaning set forth in Section 3.02(b)(ii).
“Registered IP” has the meaning set forth in Section 4.09(a).
“Regulatory Approvals” has the meaning set forth in Section 9.03(d).
“Regulatory Liabilities Adjustment” means the amount equal to the net liabilities balances
for the categories of regulatory liabilities set forth on Schedule 1.01(e), in each case as (i) primarily
related to the Business and (ii) not already included in the Fixed System Asset Adjustment or
Construction Work in Progress Adjustment.
“Required Third Party Consents” has the meaning set forth in Section 9.03(e).
“Sales Agreement” means the Agreement for Supply of Power and Energy, substantially
in the form attached hereto as Exhibit C to be entered into by Seller and Buyer at the Closing.
“Seller” has the meaning set forth in the Preamble.
“Seller Financial Information” has the meaning set forth in Section 4.18.
“Seller Fundamental Representations” means the representations and warranties of Seller
set forth in the first sentence of Section 4.01 (Existence and Power), Section 4.02 (Corporate
Authorization), Section 4.08 (Title to Acquired Assets) and Section 4.16 (Brokers).
“Seller Indemnified Parties” has the meaning set forth in Section 8.02.
“Seller Intellectual Property” has the meaning set forth in Section 7.15(a).
“Seller’s Officer’s Certificate” has the meaning set forth in Section 3.02(b)(vii).
“Shortfall Amount” has the meaning set forth in Section 2.06(c).
“Special Representations” means the Environmental Representations, the Tax
Representations and the Financial Representations (each as defined herein).
“Subsidiary” means, with respect to any Person, any corporation, limited liability company,
partnership, association, or other business entity of which (a) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, or trustees thereof is owned or Controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof, or (b) if a limited liability company, partnership, association, or other
business entity (other than a corporation), a majority of the membership, partnership or other
similar equity interests thereof is held or Controlled, directly or indirectly, by that Person or one
or more Subsidiaries of that Person or a combination thereof. For purposes of clause (b) above, a
Person or Persons will be deemed to hold a majority equity interest in a business entity (other than
a corporation) if such Person or Persons (i) is allocated a majority of such business entity’s gains

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or losses or (ii) is the managing director or general partner of such business entity. The term
“Subsidiary” includes all Subsidiaries of such Subsidiary.
“System” means the electric distribution assets, including those certain transmission
system assets specifically listed in Schedule 1.01(a), owned by Seller located in eastern Oregon.
“Tax” and “Taxes” means any taxes, levies, charges, fees, duties or other assessments in
the nature of taxes of any kind whatsoever imposed by any Taxing Authority, including income,
gross receipts, license, payroll, excise, stamp, occupation, windfall profits, capital stock, ad
valorem, value added, franchise, withholding, social security, real or personal property, sales, use,
goods and services, transfer, or alternative or add-on minimum tax, and including any interest,
penalties or additions thereto.
“Tax Consideration” has the meaning set forth in Section 7.02(c).
“Tax Representations” means the representations set forth in Section 4.07.
“Tax Return” means any return, declaration, report, claim for refund, or information return
or statement with respect to any Tax required to be filed, or actually filed, with a Taxing Authority,
including any schedule or attachment thereto, and including any amendment thereof.
“Taxing Authority” means the Governmental Body responsible for the administration of
any Tax.
“Terminating Loss” has the meaning set forth in Section 10.02(j).
“Termination Date” has the meaning set forth in Section 10.02(b).
“Third Party” means any Person that is neither a Party to this Agreement nor a Subsidiary
or Affiliate of any Party.
“Third Party Claim” has the meaning set forth in Section 8.04(a).
“Tier One Real Property” has the meaning set forth in Section 4.13(a).
“Tier One Easement Assignments” has the meaning set forth in Section 3.02(b)(iii).
“Tier Two Real Property” has the meaning set forth in Section 4.13(a).
“Tier Two Omnibus Easement Assignment” has the meaning set forth in Section
3.02(b)(iv).
“Title Company” means AmeriTitle, LLC.
“Title Objection” has the meaning set forth in Section 6.10(a).
“Title Policies” has the meaning set forth in Section 3.02(b)(v).
“Title Response Date” has the meaning set forth in Section 6.10(a).

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“Title Review Letter” has the meaning set forth in Section 6.10.
“Transaction Agreements” means this Agreement and the agreements delivered pursuant
to Section 3.02.
“Transactions” means the acquisition of the Acquired Assets, the assumption of the
Assumed Liabilities, and any other transactions contemplated by or pursuant to the Transaction
Agreements.
“Transferred IT Asset” means any software, computer systems, hardware, networks,
interfaces, and related services, databases, data rights and documentation, servers or internet
domain names that is exclusively used in the Business as of the Closing Date that is set forth on
Schedule 1.01(d). For the avoidance of doubt, “Transferred IT Asset” will not include any such
items that are related to, used, developed, or held for corporate functions, systems or business
operations not unique to the Business.
“Transferred Personal Data” means any information that can be used to specifically
identify any natural Person or household and that is exclusively used in the Business as of the
Closing Date.
“Transfer Taxes” has the meaning set forth in Section 7.02(c).
“Transition Period” has the meaning set forth in Section 7.15(a).
“Transition Services Agreement” means the transition services agreement, substantially in
the form attached hereto as Exhibit F-1 to be entered into by Seller and Buyer at the Closing,
together with such service schedules as Seller and Buyer shall agree covering at least the services
described in the attached Exhibit F-2, unless otherwise agreed by Seller and Buyer in writing.
“Updated Title Documents” has the meaning set forth in Section 6.10.
“Value” means the amount thereof reflected in Seller’s FERC Accounts reflecting the net
of all positive and negative entries as of such time with respect to the Acquired Assets and
Assumed Liabilities, as determined by GAAP, including appropriate adjustments in respect of
depreciation and amortization, cost of removal, contribution in aid of construction and advances
in aid of construction.
“Wheeling Agreement” means the wheeling agreement, substantially in the form attached
hereto as Exhibit D to be entered into by Seller and Buyer at the Closing.
Section 1.02 Construction. Any reference to a contract, instrument or other document as
of a given date means the contract, instrument or other document as amended, supplemented and
modified from time to time through such date. All preamble, recital, article, section, paragraph,
annex, exhibit and schedule references are to the preambles, recitals, articles, sections, paragraphs,
annexes, exhibits and schedules of this Agreement unless otherwise specified. All references
herein to a “party” or “parties” are to a party or parties to this Agreement unless otherwise
specified. The headings contained in this Agreement are for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references herein to “dollars”

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or “$” are to United States dollars. All references herein to any period of days will mean the
relevant number of calendar days unless otherwise specified. When calculating the period of time
before which, within which or following which, any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period will be excluded. If the
last day of such period is a non-Business Day, the period in question will end on the next
succeeding Business Day. Words in the singular will be held to include the plural and vice versa.
Words of one gender will be held to include the other genders as the context requires. The terms
“hereof,” “herein,” “hereunder,” “hereto” and “herewith” and words of similar import will, unless
otherwise stated, be construed to refer to this Agreement and not to any particular provision of this
Agreement. The term “date hereof” and words of similar import mean the Effective Date of this
Agreement set forth in the Preamble. The word “including” and words of similar import when used
in this Agreement will mean “including, without limitation,” unless otherwise specified. The word
“or” will not be exclusive. Unless otherwise required by the context in which they appear, the
terms “shall” and “will” are used interchangeably. Any accounting term used in this Agreement
will have, unless otherwise specifically provided herein, the meaning customarily given such term
in accordance with GAAP. The Parties acknowledge and agree that each has negotiated and
reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and
has contributed to its revisions. The Parties further agree that the rule of construction that any
ambiguities are resolved against the drafting Party will be subordinated to the principle that the
terms and provisions of this Agreement will be construed fairly as to all Parties and not in favor
of or against any Party.
ARTICLE 2
PURCHASE AND SALE OF ACQUIRED ASSETS; ASSUMPTION OF LIABILITIES;
PURCHASE PRICE
Section 2.01 Purchase and Sale of Acquired Assets; Treatment of Excluded Assets. At
the Closing, Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase and
acquire from Seller, the Acquired Assets, free and clear of any Encumbrances other than the
Permitted Encumbrances. The Parties agree that, at the request of either Party, any of the Acquired
Assets (except for the Real Property) that can be transmitted to Buyer electronically will be so
delivered to Buyer promptly following the Closing in a secure format and manner mutually
agreeable to the Parties and will not be delivered to Buyer on any tangible medium.
Notwithstanding any other provision of this Agreement, Seller will retain all, and Buyer will not
acquire any right, title or interest in any, Excluded Assets.
Section 2.02 Assignability and Consents. To the extent that Seller’s rights under any
Contract or Permit constituting an Acquired Asset, or any other Acquired Asset, may not be
assigned to Buyer without the consent of another Person which has not been obtained, this
Agreement shall not constitute an agreement to assign the same if an attempted assignment would
constitute a breach thereof or be unlawful, and Seller, at its expense and for a period of 24 months
after Closing, shall use commercially reasonable efforts to obtain any such required consent(s) as
promptly as possible. If any such consent shall not be obtained or if any attempted assignment
would be ineffective or would impair Buyer’s rights under the Acquired Asset in question so that
Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent
permitted by law and the Acquired Asset, shall act after the Closing as Buyer’s agent in order to
obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law

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and the Acquired Asset, with Buyer in any other reasonable arrangement designed to provide such
benefits to Buyer. Notwithstanding any provision in this Section 2.02 to the contrary, Buyer shall
not be deemed to have waived its rights under Section 9.03(e) hereof unless and until Buyer either
provides written waivers thereof or elects to proceed to consummate the Transactions at Closing.
Section 2.03 Assumed Liabilities. At the Closing, Buyer will assume, and at and after the
Closing, Buyer will pay, perform and discharge the following liabilities and obligations of Seller
(collectively, the “Assumed Liabilities”):
(a) all liabilities and obligations with respect to the Acquired Assets or the
Business that are incurred or arise on or after the Closing, including, for the avoidance of doubt,
all liabilities associated with the Regulatory Liabilities Adjustment;
(b) all liabilities and obligations of Seller in connection with the Assigned
Contracts, but excluding any obligations and liabilities arising out of or relating to a breach by
Seller of any Assigned Contract that occurred prior to the Closing Date;
(c) all accrued expenses and trade accounts payable of Seller to Third Parties
in connection with the Business that do not constitute Excluded Liabilities;
(d) all Environmental Conditions and liabilities arising under or related to local,
state, tribal or federal Environmental Law or other related common Law as owner or operator of
the Business and Acquired Assets related to the Real Property, but excluding any Excluded
Liabilities; and
(e) all liabilities and obligations in respect of (i) Taxes arising out of, or relating
to, Buyer’s ownership, possession or use of the Acquired Assets or the operation of the Business
after the Closing; or (ii) any Transfer Taxes that are the responsibility of Buyer pursuant to Section
7.02(d).
Section 2.04 Excluded Liabilities. Notwithstanding any other provision of this
Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or
discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other
than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the
foregoing, the Excluded Liabilities shall include, but not be limited to, the following:
(a) any liabilities or obligations of Seller arising or incurred in connection with
the negotiation, preparation, investigation and performance of this Agreement, the Transaction
Agreements and the transactions contemplated hereby and thereby, including, without limitation,
fees and expenses of counsel, accountants, consultants, advisers and others;
(b) any liability for (i) Taxes of Seller (or any Affiliate of Seller) or relating to
the Business, the Acquired Assets or the Assumed Liabilities for any pre-Closing tax period; (ii)
Taxes that are the responsibility of Seller pursuant to Section 7.02; or (iii) other Taxes of Seller
(or any Affiliate of Seller) of any kind or description (including any liability for Taxes of Seller
(or any Affiliate of Seller) for any pre-Closing tax period and that becomes a liability of Buyer
under any common law doctrine of de facto merger or transferee or successor liability or otherwise
by operation of contract or Law);

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(c) any liabilities or obligations relating to or arising out of the Excluded
Assets;
(d) any liabilities or obligations in respect of any pending or threatened action
arising out of, relating to or otherwise in respect of the operation of the Business or the Acquired
Assets to the extent such action relates to such operation on or prior to the Closing Date, but
excluding liabilities or obligations relating to Buyer’s Assumed Liabilities;
(e) any liabilities or obligations of Seller arising under or in connection with
any pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred
compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change
in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability,
welfare, Code Section 125 cafeteria, fringe-benefit and other similar agreement, plan, policy,
program or arrangement providing benefits to any present or former employee of Seller;
(f) any liabilities or obligations of Seller for any present or former employees,
officers, directors, retirees, independent contractors or consultants of Seller, including, without
limitation, any liabilities associated with any claims for wages or other benefits, bonuses, accrued
vacation, workers' compensation, severance, retention, termination or other payments;
(g) any claims or liabilities under Environmental Laws to the extent arising out
of or relating to any wastes, materials, substance, equipment or Hazardous Substances transported
to an Off-Site Location prior to Closing;
(h) any liabilities to indemnify, reimburse or advance amounts to any present
or former officer, director, employee, or equityholder of Seller or its Affiliates (including with
respect to any breach of fiduciary obligations by the same), except for indemnification of the same
pursuant to Section 8.02 as Seller Indemnified Parties; and
(i) any liabilities associated with the Indebtedness of Seller or the Business
owing to financial institutions.
Section 2.05 Purchase Price.
(a) Pursuant to the terms and subject to the conditions set forth in this
Agreement, in consideration of the purchase, sale, assignment and conveyance of Seller’s right,
title and interest in, to and under the Acquired Assets, Buyer will assume and become obligated to
pay, perform and discharge, when due, the Assumed Liabilities and will pay to Seller
$154,000,000.00 (the “Base Purchase Price”), plus, the Fixed System Asset Adjustment, plus the
Construction Work in Progress Adjustment, less, the Regulatory Liabilities Adjustment
(collectively, the “Purchase Price”).
(b) At least three Business Days prior to the Closing Date, Seller will prepare
and deliver to Buyer a statement (the “Estimated Closing Statement”) containing its good faith
estimate, prepared with reasonable supporting detail or documentation to verify the Values
contained therein, of the Purchase Price (the “Estimated Purchase Price”), including its good faith
estimates of the Fixed System Asset Adjustment, the Construction Work in Progress Adjustment,
the Regulatory Liabilities Adjustment of the Business, and an allocation of the Purchase Price for

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each parcel of Tier One Real Property, which allocation shall be used solely for the purpose of the
Title Policies and shall not be binding on the parties for purposes of Section 7.02(c).
Section 2.06 Purchase Price Adjustment.
(a) Following the Closing, the Purchase Price will be finally determined in
accordance with the adjustments and procedures set forth in this Section 2.06, Section 2.07 and
Section 2.08.
(b) If the Purchase Price, as finally determined, is greater than the Estimated
Purchase Price (such excess, the “Excess Amount”), then within two Business Days following the
final determination of the Purchase Price, Buyer will pay to Seller the Excess Amount by wire
transfer of immediately available funds to an account designated in writing by Seller.
(c) If the Purchase Price, as finally determined, is less than the Estimated
Purchase Price (such shortfall, the “Shortfall Amount”), then within two Business Days following
the final determination of the Purchase Price, Seller will pay to Buyer the Shortfall Amount by
wire transfer of immediately available funds to an account designated in writing by Buyer.
(d) The Parties agree that any payment made pursuant to this Section 2.06 will
be treated as an adjustment to the Purchase Price for Tax purposes, except to the extent otherwise
required by applicable Law.
(e) No adjustment shall be made to the allocated Purchase Price of the parcels
of Tier One Real Property pursuant to Section 2.05(b) after the Closing Date.
(f) An example calculation of the Purchase Price, provided for illustrative
purposes only, is set forth in Schedule 2.06 to illustrate how the Estimated Closing Statement is
reconciled with the Closing Statement to determine how any Excess Amount or Shortfall Amount
is calculated.
Section 2.07 Preparation of the Closing Statement. As soon as practicable, but no later
than 150 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the
“Closing Statement”) setting forth (a) Buyer’s calculation of the amount of the Fixed System Asset
Adjustment, the Construction Work in Progress Adjustment, and the Regulatory Liabilities
Adjustment, (b) the calculation of the Purchase Price therefrom, and (c) reasonable supporting
detail with respect to the calculation of each of the components of the Purchase Price. The Closing
Statement will be prepared by Buyer in accordance with GAAP. The Parties agree that the purpose
of preparing the Closing Statement and determining the Fixed System Asset Adjustment, the
Construction Work in Progress Adjustment, the Regulatory Liabilities Adjustment, and the final
Purchase Price under this Section 2.07 is to adjust for inaccuracies in the estimates in such
amounts, and such processes are not intended to permit the introduction of different judgments,
accounting methods, policies, principles, practices, procedures, classifications or estimation
methodologies (collectively, “Accounting Changes”) for the purpose of preparing the Closing
Statement or determining such amounts. To the extent that (i) the accounting principles used to
prepare the Closing Statement are not the same as those used to prepare the Estimated Closing
Statement or (ii) any Accounting Changes have been made in connection with the Closing
Statement which were not used to prepare the Estimated Closing Statement, in each such case,

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adjustments shall be made to the Closing Statement to reverse the effect of any such Accounting
Changes and any changes in accounting principles. Notwithstanding any adjustment to the
foregoing items under this Section 2.07, the Closing Statement will be deemed issued as of the
Closing Date for purposes of determining the impact of any subsequent events on the Closing
Statement. In preparing the Closing Statement, no effect will be given to (i) the financing of the
transactions contemplated by this Agreement or other changes arising from or resulting as a
consequence of the financing of transactions contemplated hereby or (ii) any purchase accounting
or other similar adjustments resulting from the consummation of such transactions.
Section 2.08 Disputes Regarding the Closing Statement.
(a) During the 60-day period following receipt of the Closing Statement (such
period, the “Dispute Period”), Buyer will provide to Seller such documents, books, records and
work papers as Seller may reasonably request to review the Closing Statement, including access
during normal business hours to Buyer’s, or its Affiliates’, personnel involved in the preparation
of the Closing Statement that are responsible for accounting, finance or senior management. On or
prior to the last day of the Dispute Period, Seller may provide written notice to Buyer disputing
the calculation of all or a part of the Purchase Price set forth in the Closing Statement (the
“Dispute”), setting forth in reasonable detail the elements and amounts set forth in the Closing
Statement with which Seller disagrees (the “Dispute Notice”). If Seller does not deliver to Buyer
the Dispute Notice within the Dispute Period, then the Closing Statement will be deemed to have
been accepted and agreed to by Seller in the form in which it was delivered and will be final and
binding on the Parties. If Seller delivers the Dispute Notice to Buyer within the Dispute Period,
then Buyer and Seller will use commercially reasonable efforts to resolve the Dispute within 30
days following receipt of the Dispute Notice, provided that all such discussions will be governed
by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of state, local or
foreign Law. If Buyer agrees with Seller’s calculation of the Purchase Price set forth in the Closing
Statement, then Seller’s calculation of the Purchase Price set forth in the Dispute Notice will be
final and binding upon the Parties.
(b) If Buyer and Seller cannot reach agreement to resolve every element of the
Dispute within such 30-day period, then Buyer and Seller will jointly engage an accounting expert
to resolve the Dispute (the Person appointed pursuant to this Section 2.08(b), the “Accounting
Expert”). The Accounting Expert will be a nationally recognized certified public accounting firm
mutually agreed between Seller and Buyer. If Buyer and Seller are unable to agree on such
accounting firm, then either Buyer or Seller may request that the CPR International Institute for
Conflict Prevention and Resolution appoint a certified public accountant (having no conflict of
interest) who at the time is, or for at least five years formerly was, a partner (or in a position of
equivalent stature) in an independent accounting firm of recognized national or regional standing,
to serve as the Accounting Expert. Each of Seller and Buyer will cooperate with the other Party
and the Accounting Expert and use its reasonable efforts to complete the engagement of the
Accounting Expert as promptly as possible.
(c) The Accounting Expert’s sole function will be to resolve each element of
the Dispute as set forth in the Dispute Notice not resolved by Buyer and Seller (the “Disputed
Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with
this Agreement and with GAAP, whether and to what extent, if any, the calculation of the Purchase

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Price set forth in the Closing Statement delivered by Buyer pursuant to Section 2.07 requires
adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment
or adjustments.
(d) In resolving the Dispute, the Accounting Expert will limit its consideration
to (i) reviewing the Closing Statement and the Dispute Notice, as supplemented by written
submissions of Seller and Buyer, which may explain their respective positions, and (ii) conducting
a conference at which each of Seller and Buyer may present additional documents, materials,
testimony and other information, and have present their respective advisors, counsel and
accountants at the conference; provided that Buyer and Seller will be limited by their positions set
forth in the Closing Statement and Dispute Notice, respectively, and the written submissions or
other materials submitted by Buyer and Seller or presented at the conference may not raise any
element that is not a Disputed Element. Any such conference may be held, in the discretion of the
Accounting Expert, by telephone conference, videoconference or in person. The Accounting
Expert may not conduct any independent investigation or review concerning the Disputed
Elements or any other matter. Each of Seller and Buyer will provide to the other Party and the
Accounting Expert any documents, books, records and work papers as such Party or the
Accounting Expert may reasonably request to review the Closing Statement and to resolve the
Dispute.
(e) Buyer and Seller will direct the Accounting Expert to as promptly as
possible, and in any event within 30 days after the date of its engagement, render its decision on
each Disputed Element in a writing to Buyer and Seller setting forth a written statement of findings
and conclusions, including a written explanation of its reasoning, a revised Closing Statement
reflecting its decision and a revised calculation of the Purchase Price based on its calculation of
Fixed System Asset Adjustment, the Construction Work in Progress Adjustment, and the
Regulatory Liabilities Adjustment.
(f) The Accounting Expert will be bound by this Agreement and may not revise
any element of the Closing Statement that is not disputed by the Parties or assign a value to any
Disputed Element of the Closing Statement greater than the greatest value for such item claimed
by either Party or less than the smallest value for such item claimed by either Party. The process
set forth in this Section 2.08 will be the exclusive remedy of the parties for any Dispute. Each of
the Accounting Expert’s decision, the revised Closing Statement, and the revised calculation of
the Purchase Price, absent fraud or manifest error, will be final and binding upon the Parties, and
judgment may be entered on the award. The Accounting Expert may not and will not have authority
or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in
accordance with this Section 2.08, resolving the Dispute by determining whether and to what
extent, if any, the Closing Statement and resulting calculation of the Purchase Price should be
revised with respect to any elements or amounts of the Closing Statement subject to the Dispute.
Any other dispute or matter arising under or with respect to this Agreement (including any dispute
over whether any claim, issue, element or amount is within the authority of the Accounting Expert
to determine) will be reserved for and determined by a court specified in Section 11.08.
(g) Seller and Buyer will share the fees and expenses of the Accounting Expert
in inverse proportion to the relative amounts subject to the Dispute determined in favor of such
Party, in accordance with the following formulas: (i) Buyer will pay a portion of such fees and

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expenses equal to the total fees, costs and expenses multiplied by a fraction, the numerator of
which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator
of which is the total dollar amount subject to the Dispute, and (ii) Seller will pay a portion of such
fees, costs and expenses equal to the total fees and expenses multiplied by a fraction, the numerator
of which is the dollar amount subject to the Dispute resolved in favor of Buyer and the denominator
of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of
Buyer and Seller will pay the fees, costs and expenses of their respective attorneys, accountants
and other representatives in connection with the Dispute.
ARTICLE 3
CLOSING
Section 3.01 Time and Place of the Closing. The consummation of the Transactions (the
“Closing”) will take place remotely, via electronic exchange of documents and signatures,
delivered upon actual confirmed receipt, on (a) the date that is no more than 10 Business Days
following the satisfaction or waiver of the conditions to the Closing set forth in Article 9 (other
than those conditions that by their terms are to be satisfied at the Closing but subject to the
satisfaction or waiver of those conditions at such time) or (b) any other date that may be mutually
agreed upon by Seller and Buyer (the date on which the Closing takes place, the “Closing Date”).
Except as otherwise set forth herein, all proceedings taken and all documents executed and
delivered by both Parties at the Closing will be deemed to have been taken and executed
simultaneously and no proceedings will be deemed to have been taken nor documents executed or
delivered until all have been taken, executed and delivered. Except as otherwise specifically set
forth herein, the Closing will be deemed effective and title to, ownership of, control of, and risk of
loss from the Acquired Assets will pass to Buyer effective as of 12:01 a.m. Mountain Time on the
Closing Date.
Section 3.02 Deliveries.
(a) Subject to the conditions set forth in this Agreement, at or before the
Closing, each of Seller and Buyer will deliver or cause to be delivered to the other Party:
(i) a bill of sale, assignment and assumption agreement substantially in
the form of Exhibit A attached hereto (the “Bill of Sale”), duly executed by such Party;
(ii) the Sales Agreement substantially in the form of Exhibit C attached
hereto, duly executed by such Party;
(iii) the Wheeling Agreement substantially in the form of Exhibit D
attached hereto, duly executed by such Party; and
(iv) the Transition Services Agreement substantially in the form of
Exhibit F-1 attached hereto, duly executed by such Party, including service schedules covering at
least the services described in the attached Exhibit F-2, unless otherwise agreed by Seller and
Buyer in writing.
(b) Subject to the conditions set forth in this Agreement, at or before the
Closing, Seller will deliver or cause to be delivered to Buyer:

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(i) an IRS Form W-9, executed by Seller;
(ii) with respect to each Owned Real Property, a special warranty deed
executed and acknowledged by Seller, substantially in the form of Exhibit B attached hereto
(collectively, the “Real Property Deeds”);
(iii) with respect to each Electrical Substation Easement, an assignment
executed and acknowledged by Seller, in a form reasonably acceptable to Buyer and Seller
(collectively, the “Tier One Easement Assignments”); provided that, to the extent that Seller does
not deliver such a Tier One Easement Assignment at Closing with respect to the Tier One Real
Property known as the Rockville Substation, Buyer shall have the following options, exercisable
by Buyer’s notice given to Seller: (a) Buyer may accept an executed license from Seller to Buyer
of all of Seller’s right, title and interest in and to the Rockville Substation and the land on which it
lies, including existing easements granted to Seller; and (b) Buyer may excuse the Seller’s failure
to deliver the Tier One Easement Assignment for Rockville Substation required under this section,
in full reliance upon Seller’s covenant made hereby to continue its diligent good faith efforts to
obtain the Tier One Easement Assignment or another easement estate providing substantially the
equivalent rights to Buyer until the earlier of (1) the time when Seller delivers a Tier One Easement
Assignment to Buyer for Rockville Substation and (2) the second anniversary of the Closing Date;
(iv) with respect to the Tier Two Real Property, an omnibus assignment
executed and acknowledged by Seller, in a form reasonably acceptable to Buyer and Seller (the
“Tier Two Omnibus Easement Assignment”);
(v) true and correct copies of such affidavits as may reasonably be
required by the Title Company (the “Real Property Affidavits”) in connection with the issuance to
the Buyer of a standard owner’s title insurance policy in the amount of the Purchase Price allocated
under Section 2.05(b) for each parcel of Tier One Real Property (collectively, the “Title Policies”);
(vi) true and correct copies of evidence of the release of or the prepared
and executed releases of all Encumbrances on the Acquired Assets listed on Schedule 3.02(b)(vi)
to be filed on or prior to the Closing Date (or, if the Title Company has committed to insure over
such Encumbrances as may otherwise appear on the Title Policies, proof of such commitment,
with copies of the recorded releases to follow as soon as practicable after Closing); and
(vii) a certificate of an authorized officer of Seller, dated as of the Closing
Date, to the effect that the conditions specified in Section 9.02(a), Section 9.02(b), and Section
9.02(c) have been satisfied (the “Seller’s Officer’s Certificate”).
(c) Subject to the conditions set forth in this Agreement, at or before the
Closing, Buyer will deliver to Seller:
(i) the Estimated Purchase Price set forth in the Estimated Closing
Statement by wire transfer in immediately available funds, to an account or accounts designated
by Seller prior to the Closing;

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(ii) a certificate of an authorized officer of Buyer, dated as of the
Closing Date, to the effect that the conditions specified in Section 9.01(a) and Section 9.01(b) have
been satisfied (the “Buyer Officer’s Certificate”); and
(iii) evidence reasonably satisfactory to Seller that the execution,
delivery and performance of this Agreement and the other Transaction Agreements and the
Transactions have been duly authorized by the board of directors and such other persons affiliated
with Buyer who are required to provide such authorization of Buyer.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that, except as set forth in the disclosure schedules
delivered by Seller to Buyer concurrently with this Agreement (collectively, the “Disclosure
Schedule”), the statements contained in this Article 4 are true and correct as of the Effective Date
and are expressly remade as of the Closing Date (except for those representations and warranties
that address matters as of a specified date, which are made with respect to such date). Buyer
acknowledges and agrees that: (a) inclusion of information in any section of the Disclosure
Schedule will not be construed as an admission that such information is material; (b) matters
reflected in any section of the Disclosure Schedule are not necessarily limited to matters required
by this Agreement to be reflected in the Disclosure Schedule and such additional matters are set
forth for informational purposes and do not necessarily include other matters of a similar nature;
and (c) if any section of the Disclosure Schedule lists an item or information, and the relevance of
such item or information to another section of the Disclosure Schedule is reasonably apparent, then
the matter will be deemed to have been disclosed in such other section of the Disclosure Schedule,
notwithstanding the omission of an appropriate cross-reference to such other section.
Section 4.01 Existence and Power. Seller is a corporation duly incorporated and validly
existing under the laws of the State of Idaho. Seller has all requisite corporate power and authority
to carry on the Business as it is currently conducted, to own, lease and operate the Acquired Assets
where such Acquired Assets are now owned, leased or operated, as applicable, to enter into the
Transaction Agreements, and to consummate the Transactions. Seller is duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the Acquired Assets or the
nature of the Business makes such qualification or license necessary, except in any jurisdictions in
which the failure to be so duly qualified or licensed or in good standing would not have a Material
Adverse Effect on the Business or the Acquired Assets.
Section 4.02 Corporate Authorization. The execution, delivery and performance by
Seller of the Transaction Agreements, and the consummation by Seller of the Transactions at the
Closing, have been duly authorized by all necessary corporate action on the part of Seller.
Assuming the due authorization, execution and delivery of this Agreement by Buyer, this
Agreement constitutes a valid and legally binding agreement of Seller, enforceable against Seller
in accordance with its terms and conditions, subject to bankruptcy, reorganization, insolvency,
moratorium or similar Laws affecting the enforcement of creditors’ rights generally and to general
principles of equity (the “Enforceability Exceptions”).

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Section 4.03 Non-contravention. Assuming that (a) all filings, registrations, Permits,
authorizations, consents and approvals contemplated by Section 4.04 of the Disclosure Schedule
have been duly made or obtained, as applicable, (b) all filings, expirations or terminations of
waiting periods, permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the HSR Act or any other applicable Antitrust Law have been
made, satisfied, or received, as applicable, and (c) all Regulatory Approvals have been received,
neither the execution, delivery and performance by Seller of the Transaction Agreements, nor the
consummation by Seller of the Transactions at the Closing (i) violates any provision of the
Organizational Documents of Seller, (ii) violates any Law or any applicable Order, or (iii) except
as set forth in Section 4.03 of the Disclosure Schedule, with or without the passage of time or the
giving of notice or both, result in the breach of, or constitutes a default, or gives rise to any
termination or right of termination, or requires any consent under, or results in the creation of any
Encumbrance (other than a Permitted Encumbrance) upon any Acquired Asset pursuant to, any
Material Contract, except, in each of clauses (ii) and (iii), where the violation, breach, default,
failure to obtain consent or creation of such Encumbrance would not have a Material Adverse
Effect. Solely for purposes of this Section 4.03, the term “Material Adverse Effect” shall have the
same meaning as “Material Adverse Effect” as defined in Section 1.01, but specifically excluding
those items listed in (i)(H) and (I) in said definition.
Section 4.04 Governmental Authorization. Except as set forth in Section 4.04 of the
Disclosure Schedule, the execution and delivery by Seller of the Transaction Agreements, and the
consummation by Seller of the Transactions at the Closing, require no action by or in respect of,
or filing with, any Governmental Body, except where the failure to obtain such action or make
such filing would not have a Material Adverse Effect. Solely for purposes of this Section 4.04, the
term “Material Adverse Effect” shall have the same meaning as “Material Adverse Effect” as
defined in Section 1.01, but specifically excluding those items listed in (i)(H) and (I) in said
definition.
Section 4.05 Indebtedness. Except as set forth on Section 4.05 of the Disclosure
Schedule, Seller does not have any Indebtedness secured by an Encumbrance on any Acquired
Asset other than a Permitted Encumbrance.
Section 4.06 No Material Adverse Effect. Since December 31, 2024, there has not been
any Material Adverse Effect with respect to the Business or the Acquired Assets.
Section 4.07 Taxes.
(a) Seller has timely filed all material Tax Returns required to be filed by it
arising out of or relating to Seller’s ownership, possession or use of the Acquired Assets or the
operation of the Business prior to the Closing, and all such Tax Returns were, at the time they were
filed, true, complete and correct in all material respects.
(b) Seller has timely paid all material Taxes due and payable by it arising out
of or relating to Seller’s ownership, possession or use of the Acquired Assets or the operation of
the Business prior to the Closing (whether or not shown on any Tax Return), except to the extent
such Taxes are being contested in good faith.

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(c) All material Taxes that Seller is required to have collected or withheld
arising out of or relating to Seller’s ownership, possession or use of the Acquired Assets or the
operation of the Business prior to the Closing have been duly collected or withheld and, to the
extent required, have been timely paid over to the relevant Taxing Authority.
(d) There are no Encumbrances for Taxes (other than Permitted Encumbrances)
on the Acquired Assets.
Section 4.08 Title to Acquired Assets. Except as set forth on Section 4.08 of the
Disclosure Schedule, Seller owns good and valid title to or, if so described on Section 4.08 of the
Disclosure Schedule, holds a valid leasehold or easement interest in, all of its tangible personal
property and other tangible assets included in the Acquired Assets, free and clear of all
Encumbrances, other than Permitted Encumbrances.
Section 4.09 Intellectual Property.
(a) Section 4.09 of the Disclosure Schedule sets forth as of the Closing Date,
all Seller Intellectual Property that is registered, issued, or the subject of a pending application
owned or controlled by Seller (the “Registered IP”). All Registered IP registrations, issuances, and
applications are subsisting. The Registered IP that is issued or registered is enforceable and, to the
Knowledge of Seller, valid. To the Knowledge of Seller, no loss or expiration of any issued
Registered IP is threatened, pending, or reasonably foreseeable, other than expiration at the end of
its statutory term (and not due to any act or omission of Seller or its Subsidiaries), including
nonpayment of maintenance fees.
(b) Seller owns all right, title, and interest in and to the Seller Intellectual
Property, subject to licenses granted by Seller to Third Parties and any Permitted Encumbrances;
provided that this representation does not constitute a representation or warranty regarding
infringement, misappropriation, or violation of any Third Party Intellectual Property, which is
addressed solely in Section 4.09(d) below.
(c) The execution and delivery of the Transaction Agreements and the
consummation of the Transactions will not cause the loss of any Seller Intellectual Property or
grant any Person new or additional rights under any Seller Intellectual Property, except as set forth
in Section 7.15.
(d) Except as set forth in Section 4.09 of the Disclosure Schedule, to the
Knowledge of Seller: (i) in the last two years, Seller has not received any written claim or notice
(including any written indemnification claim from any customer of the Business) alleging that
Seller’s operation of the Business infringes or misappropriates any Third Party Intellectual
Property; (ii) there are no Proceedings currently pending against Seller alleging that any Seller
Intellectual Property infringes or misappropriates any Third Party Intellectual Property; and (iii)
none of the Seller Intellectual Property infringes or misappropriates any Third Party Intellectual
Property. To the Knowledge of Seller, no Person is infringing or misappropriating any Seller
Intellectual Property in a manner that has caused a Material Adverse Effect.
(e) Seller has taken reasonable steps to maintain the confidentiality of material
trade secrets included in the Seller Intellectual Property.

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(f) Seller maintains reasonable policies and procedures with respect to security,
and disaster recovery of the Transferred IT Assets that are material to the Business. In the last 18
months, there have been no breakdowns, continued substandard performance or other adverse
events affecting any material Transferred IT Assets that have caused any substantial disruption of
or interruption in or to the conduct of the Business.
(g) Seller collects, stores, and processes Transferred Personal Data in
accordance with Applicable Privacy and Data Security Laws. To the Knowledge of Seller, no
Proceeding is currently pending against Seller alleging any violation of any Applicable Privacy
and Data Security Laws by or on behalf of Seller. Seller uses commercially reasonable measures
to protect against, detect, and remediate threats or hazards to the security and integrity of the
Transferred Personal Data.
The representations and warranties contained in this Section 4.09 constitute the sole and exclusive
representations and warranties of Seller with respect to Intellectual Property and data privacy and
security matters.
Section 4.10 Material Contracts.
(a) Section 4.10 of the Disclosure Schedule lists all of the following Contracts
to which Seller is a party and which are in effect as of the Effective Date:
(i) any Contract exclusively relating to the Business the performance
of which requires payment by Seller during the 12 months ended on the Effective Date, in excess
of $100,000.00;
(ii) any Contract exclusively relating to the Business with any customer
of the Business other than any Contract that is substantially in the form of any of the form customer
Contracts made available to Buyer;
(iii) other than in respect of extensions of credit to customers in the
Ordinary Course of Business, any Contract relating primarily to the Business pursuant to which
Seller has made any advance, loan, extension of credit or capital contribution to, or other
investment in, any Person;
(iv) any Contract relating primarily to the Business concerning the
establishment by Seller of a partnership, joint venture, strategic alliance, co-marketing, co-
promotion, joint development or similar arrangement;
(v) any Contract relating exclusively to the Business containing a non-
competition clause or any exclusivity agreement binding on the Business, or any other Contract
that purports to limit or restrict the ability of the Business to enter into or engage in any market or
line of business or any Contract that contains a “most favored customer” provision with respect to
any product of the Business;
(vi) any (A) material license of Intellectual Property obtained by Seller
that is included in the Acquired Assets and (B) material license granted by Seller under the Seller
Intellectual Property, in each case, excluding any Incidental License;

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(vii) any Contract regarding dispositions of any material assets that
constitute Acquired Assets, other than in the Ordinary Course of Business;
(viii) any Contract involving any settlement of any actual or threatened
Proceeding entered into by Seller in the last 12 months primarily affecting the Business or which
imposes material continuing obligations on the Business; and
(ix) all other Contracts that are material to the Acquired Assets or the
operation of the Business and not previously disclosed pursuant to this Section 4.10.
The Contracts listed in Section 4.10 of the Disclosure Schedule are referred to in this Agreement
as the “Material Contracts”. Seller has made available to Buyer a true and complete copy of each
Material Contract.
(b) All of the Material Contracts are valid and binding on Seller and currently
in full force and effect. Seller is not in material default under any of the Material Contracts, and
no event has occurred that, through the passage of time or the giving of notice, or both, would
constitute a material default by Seller or give rise to a right of termination or cancellation by
another party under any of the Material Contracts. To the Knowledge of Seller, no other Person is
in breach or default under any of the Material Contracts. Seller has received no written notice from,
and has no Knowledge that, a Third Party intends to cancel or terminate any Material Contract or
asserting that Seller is in default in any material respect under any Material Contract.
Section 4.11 Compliance with Laws; Permits.
(a) Seller is in compliance with all Laws in all material respects with respect to
the Business and the Acquired Assets. In the last three years, Seller has not received any written
notice of any violation of any Law directly affecting the Business or the Acquired Assets and, to
the Knowledge of Seller, there are no such violations.
(b) Seller holds all legally and validly issued Permits from all applicable
federal, state or local governmental authorities for its operation of the System, in its own name, (i)
necessary to permit Seller to own, operate, use and maintain the Business as currently conducted,
and (ii) with respect to which a failure to hold such Permit would have a Material Adverse Effect
(collectively, the “Necessary Permits”). Section 4.11(b) of the Disclosure Schedule lists each
Necessary Permit. Each Necessary Permit is valid and in full force and effect. Seller is in
compliance in all material respects with each Necessary Permit, including, but not limited to, the
payment in full of all fees and charges with respect to such Necessary Permits. There are no actions
pending or, to the Knowledge of Seller, threatened, that would result in the termination, revocation,
suspension or restriction of any Necessary Permits or the imposition of any fine, penalty or other
sanction or liability for violation of any Law or Order relating to any Necessary Permits.
Section 4.12 Proceedings and Orders. Neither the Business nor any of the Acquired
Assets are subject to any outstanding Order, and there is no material pending Proceeding or, to the
Knowledge of Seller, threatened Proceeding against Seller that is directed at or contains claims
asserted against the Business or any of the Acquired Assets.

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Section 4.13 Real Property.
(a) Seller’s Business is conducted using facilities located on real property. All
electrical substation facilities used in the provision of the System electric distribution and
transmission services are located on real property that is (i) wholly owned by Seller in a fee simple
estate (the “Owned Real Property”), or (ii) held by Seller under an easement (each, an “Electrical
Substation Easement”). The Owned Real Property and Electrical Substation Easements are
collectively referred to in this Agreement as the “Tier One Real Property”. Notwithstanding
anything to the contrary contained herein, the Parties acknowledge and agree that the Lime
substation shall be a Tier Two Real Property (as defined below) and shall be treated as, and deemed
to be, a Tier Two Real Property. For the avoidance of doubt, the Lime substation has been
decommissioned and is not included in the defined term, Electrical Substation Easement. To
Seller’s Knowledge, Section 4.13(a) of the Disclosure Schedule sets forth the true and correct
address (if available) and GPS coordinates (if available) in all material respects of each parcel of
Tier One Real Property.
(b) All other electrical facilities not included in the Tier One Real Property,
including transmission and distribution system structures, poles and other supporting structures,
wires, fuses, switches, conductors and conduit, service transformers, pole-mounted switches,
regulators and equipment, corrosion protection fittings and equipment, telemetering and
communications equipment, protective equipment, and meters, used in the provision of the System
electric distribution and transmission services are located on real property for which Seller has a
lawful and enforceable right of way necessary for the placement, maintenance, repair, relocation,
and replacement of, and access to and from, such facilities (such right of way is referred to in this
Agreement as “Tier Two Real Property”), except as would not, individually or in the aggregate,
materially interfere with the current use of the Tier Two Real Property by the Business, and would
not reasonably be expected to cause a Material Adverse Effect. To Seller’s Knowledge, Section
4.13(b) of the Disclosure Schedule sets forth a true and correct description of the location and GPS
coordinates (if available) in all material respects of each parcel of Tier Two Real Property. The
Tier One Real Property and Tier Two Real Property are referred to in this Agreement collectively
as the “Real Property”. The Tier One Real Property and the Tier Two Real Property are mutually
exclusive.
(c) Except as set forth in Section 4.13(c) of the Disclosure Schedule, (i) Seller
has good and valid fee simple title to the Owned Real Property, free and clear of Encumbrances
other than Permitted Encumbrances, (ii) such Permitted Encumbrances do not, individually or in
the aggregate, materially interfere with the current use of the Owned Real Property by the
Business, and are not likely to cause a Material Adverse Effect, (iii) Seller has not granted to any
Person any right to use or occupy the Owned Real Property or any material portion thereof that
remains in effect as of the Effective Date, (iv) other than the rights of Buyer pursuant to this
Agreement, Seller has not granted any outstanding options, rights of first offer, rights of first
refusal or other similar rights in favor of any Person to purchase the Owned Real Property or any
portion thereof or interest therein, in each case that remains in effect as of the Effective Date or as
of the Closing Date, as applicable, and (v) with respect to the Business, Seller is not a party to any
binding Contract or option to purchase any real property or interest solely used for the benefit of
the Business, other than as set forth on Section 4.13(c) of the Disclosure Schedule. For purposes
of this Section 4.13(c), “Permitted Encumbrances” shall include (A) Encumbrances for Taxes not

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yet due and payable or being contested in good faith by appropriate proceedings, (B) statutory
Encumbrances of landlords and in favor of carriers, warehousemen, mechanics and materialmen
incurred in the ordinary course of business for sums not yet due and payable or which are being
contested in good faith by appropriate proceedings, (C) easements, covenants, rights-of-way,
restrictions, encroachments and other similar matters of record that do not, individually or in the
aggregate, materially interfere with the current use of the Owned Real Property by the Business,
and (D) zoning, entitlement and other land use and environmental regulations by any
Governmental Body. The Owned Real Property includes all of Seller’s estate right, title and
interest in the respective Owned Real Property, including, to the extent such exists or is applicable:
(1) all tenements, hereditaments, appurtenances, water rights, easements, covenants, permits,
approvals, entitlements escrows, development rights and other rights arising from or appertaining
to the land; and (2) all structures, fixtures, systems, improvements, water and sewer utility
connections, topsoil, trees, shrubbery and landscaping situated on, in or under or used in
connection with the land.
(d) Except as set forth in Section 4.13(d) of the Disclosure Schedule, (i) the
scope of each Electrical Substation Easement permits use by the grantee including those used by
Seller in the Business; (ii) Seller has not received any written notice alleging any material breach
or material default that remains uncured under the Electrical Substation Easements and, to the
Knowledge of the Seller, there exists no material default by any party, including the servient estate
holder, under the Electrical Substation Easements; (iii) to Seller’s Knowledge, Seller has the right
to assign its interest under the Electrical Substation Easements to Buyer without the necessity of
obtaining any Third Party’s consent (including any servient estate holder); and, (iv) with respect
to the Business, Seller is not a party to any binding Contract or option to purchase any real property
interest similar to the Electrical Substation Easements expected to be solely used for the benefit of
the Business.
(e) None of the Real Property is the subject of any pending condemnation or
eminent domain action of which Seller has received written notice, and no such action has been
threatened in writing. To the Knowledge of Seller, there is no written proposal under consideration
by a Governmental Body to take or use any material portion of the Real Property. To the
Knowledge of Seller, the Owned Real Property and all improvements located thereon comply with
all existing subdivision, land use, and zoning ordinances, regulations and restrictions in all material
respects. To the Knowledge of Seller, none of the Owned Real Property is, or within the past two
years has been, in material violation of any zoning regulation, building restriction, restrictive
covenant, ordinance or other Law, except for such violations that have been cured or resolved.
Seller has not received any written notice alleging any such material violation that remains
outstanding as of the Effective Date.
(f) Except as set forth in Section 4.13(f) of the Disclosure Schedule, the
continued maintenance and operation of Business facilities located on the Real Property as
currently maintained and operated are not, in any material respect, dependent on facilities located
at any property not included in the Real Property (other than customary services provided by third-
party utilities or service providers), and, to the Knowledge of Seller, the continued maintenance
and operation of any Business facilities not included in the Real Property are not, in any material
respect, dependent on facilities located on the Real Property. To the Knowledge of Seller, no
building or other improvement not part of the Real Property relies on the Real Property, or any

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part thereof or interest therein, to comply with or fulfill any Law in any manner that materially
interferes with the current use of the Real Property by the Business, and no building or other
improvement on the Real Property relies on any property not included in the Real Property to
comply with or fulfill any Law in any manner that is material to the current use of the Real Property
by the Business. All of the Acquired Assets used or held for use in the Business which are affixed
to real property are entirely located on the Real Property, except for such cases as do not,
individually or in the aggregate, materially interfere with the use of such Acquired Assets by the
Business as of the Closing Date. Except as set forth in Section 4.13(f) of the Disclosure Schedule,
all buildings or improvements located on the Real Property, lie, in all material respects, within the
boundaries of such Real Property and, to the Knowledge of Seller, do not, in any material respect,
encroach on an easement or property owned by another Person, and, to the Knowledge of Seller,
no building or improvement owned or used by another Person materially encroaches on the Owned
Real Property.
Section 4.14 Environmental Matters.
(a) Except as set forth in Section 4.14 of the Disclosure Schedule, in the last
four years:
(i) No notice of violation, summons or Order has been received by
Seller and, to the Knowledge of Seller, no complaint has been filed against Seller, no penalty has
been assessed against Seller, and no Proceeding is pending or threatened against Seller by any
Person, in each case, with respect to matters relating to the Real Property or the Business under
any Environmental Law or Environmental License, other than matters that have been finally
resolved without any outstanding material obligations;
(ii) To the Knowledge of Seller, Seller is, and since such time has been,
in compliance with applicable Environmental Laws and Environmental Licenses;
(iii) To the Knowledge of Seller, Seller has obtained and maintains all
Environmental Licenses necessary for the operation of the Business as currently conducted, and
such Environmental Licenses are valid and in full force and effect;
(iv) Seller has not received written notice that any of the Real Property
is listed on, or is the subject of a pending proposal for listing on, any list of contaminated or
potentially contaminated sites maintained under any Environmental Law;
(v) To the Knowledge of Seller, Seller has not received written notice
of any release of Hazardous Substances at, on, under or from any Real Property in quantities or
concentrations that have resulted in, or would reasonably be expected to result in, liability of Seller
under Environmental Laws; and
(vi) To the Knowledge of Seller, Seller has not generated, used, emitted,
released, transported, stored, treated or disposed of Hazardous Substances in violation of
Environmental Laws in a manner that has resulted in liability of Seller under Environmental Laws.
(b) Subject to receipt of the Regulatory Approvals, to the Knowledge of Seller,
the consummation of the Transactions will not result in the termination, suspension or material

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impairment of any such Environmental License, other than as would not reasonably be expected
to be material to the Business, taken as a whole, or which may be transferred from Seller to Buyer,
or, if terminated by operation applicable Law, may be subsequently pursued by Buyer.
(c) To the Knowledge of Seller, there is no unregistered underground storage
tank present on the Real Property and any underground storage tanks removed during Seller’s
ownership, lease or operation of such Real Property were removed in compliance with applicable
Environmental Law.
Section 4.15 Sufficiency of Acquired Assets. Except for (a) the matters set forth on
Section 4.15 of the Disclosure Schedule and subject to this Agreement (including the Transition
Services Agreement and any other agreements delivered hereunder), (b) the Excluded Assets, and
(c) the corporate and administrative functions not unique to the Business as set forth on Section
4.15 of the Disclosure Schedule, the Acquired Assets and the rights granted to Buyer constitute,
in all material respects, the assets Seller used to operate the Business during the 12-month period
prior to the Effective Date and Closing Date, as the case may be. For the avoidance of doubt,
nothing contained in this Section 4.15 shall be construed to make any representation or warranty
with respect to any matter described in Section 4.07 (Taxes), Section 4.08 (Title to Acquired
Assets), Section 4.09 (Intellectual Property), Section 4.13 (Real Property), or Section 4.14
(Environmental Matters) and each such Section contains the sole and exclusive representations
with respect to the matters described therein.
Section 4.16 Brokers. No broker, finder or investment banker (each, a “Broker”) is
entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of Seller or any of its Affiliates.
Section 4.17 No Undisclosed Liabilities. To the Knowledge of Seller, except as set forth
on the Disclosure Schedule, there are no material liabilities, obligations or debts whether absolute
or contingent, monetary or non-monetary, direct or indirect, matured or unmatured, related to the
Acquired Assets other than those disclosed in the Data Room or the Schedules to this Agreement.
For the avoidance of doubt, nothing contained in this Section 4.17 shall be construed to make any
representation or warranty with respect to any matter described in Section 4.07 (Taxes), Section
4.08 (Title to Acquired Assets), Section 4.09 (Intellectual Property), Section 4.13 (Real Property),
or Section 4.14 (Environmental Matters) and each such Section contains the sole and exclusive
representations with respect to the matters described therein.
Section 4.18 Seller Financial Information. Seller has delivered to Buyer the unaudited
financial information for the Business set forth on Section 4.18 of the Disclosure Schedule for the
years ended December 31, 2023 and 2024, each with respect to the Business (collectively, the
“Seller Financial Information”), which Seller Financial Information has been extracted from the
financial records of Seller. The publicly available financial statements of Seller are subject to audit
and fairly and accurately present the financial condition and results of operations of Seller. The
Seller Financial Information has been prepared under Seller’s internal control frameworks and
accounting processes and represents Seller’s estimates of revenues, expenses, assets and liabilities
of the Business as of the respective dates of and for the periods referred to in such financial
information. Seller made estimates and assumptions when preparing the Seller Financial
Information. Such estimates and assumptions include, among others, allocations of certain

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revenues and expenses to the Oregon service area. These estimates and assumptions affected the
reported amounts of assets and liabilities at the dates of the Seller Financial Information and the
reported amounts of revenues and expenses during the related reporting periods. These estimates
involved Seller’s reasonable judgments with respect to, among other things, the Oregon service
area’s share of Seller’s assets, liabilities, revenues and expenses, which could differ from actual
amounts.
Section 4.19 Employee Benefit and Employment Matters. Neither the execution and
delivery of this Agreement or any of the Transaction Agreements to which Seller is a party, nor
compliance with any provision hereof or thereof, nor consummation of the Transactions will
(i) violate any collective bargaining agreements between Seller and each employee of Seller who
is primarily employed in the operation of the Business or (ii) violate any deferred compensation,
profit-sharing, welfare, retirement or pension plans, retiree medical plans, incentive plans, material
bonus plans or other material employee benefit or fringe benefit plans, including “employee
pension benefit plans” under ERISA, maintained or with respect to which contributions are made
by Seller in respect of its employees primarily employed in the operation of the Business.
Section 4.20 No Other Representations. EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE BILL OF
SALE, THE REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE
SELLER’S OFFICER’S CERTIFICATE (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE
QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE), SELLER IS
NOT MAKING AND WILL NOT BE DEEMED TO HAVE MADE, NOR WILL SELLER (OR
ANY OTHER PERSON) HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF,
RELATING TO OR RESULTING FROM, IN EACH CASE, ANY REPRESENTATIONS OR
WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR
IMPLIED (INCLUDING WITH RESPECT TO NON-INFRINGEMENT,
MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE), INCLUDING ANY STATEMENTS, DOCUMENTS, PROJECTIONS OR OTHER
INFORMATION OF ANY TYPE PROVIDED OR MADE AVAILABLE BY OR ON BEHALF
OF SELLER (INCLUDING ANY FORWARD-LOOKING STATEMENTS), AS TO THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLER, THE
BUSINESS, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, INCLUDING
SELLER’S BUSINESS, FINANCIAL CONDITION, ASSETS (INCLUDING THE
CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS, WHETHER
TANGIBLE, INTANGIBLE OR MIXED) AND LIABILITIES (ANY OF THE FOREGOING,
AN “EXTRA-CONTRACTUAL STATEMENT”). EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE BILL OF
SALE, THE REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE
SELLER’S OFFICER’S CERTIFICATE, SELLER HEREBY EXPRESSLY DISCLAIMS AND
NEGATES ANY EXTRA-CONTRACTUAL STATEMENT.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the Effective Date as follows:

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Section 5.01 Corporate Existence and Power. Buyer is a cooperative corporation duly
incorporated, validly existing and in good standing under the laws of the state of Oregon. Buyer is
duly qualified to do business as a foreign corporation and is in good standing in each other
jurisdiction where the transaction of its business requires such qualification, other than any
jurisdictions in which the failure to be so duly qualified or licensed or in good standing would not
have a material adverse effect on Buyer or its business.
Section 5.02 Corporate Authorization. Buyer has the requisite corporate power and
authority to carry on its business as it is currently conducted, to enter into the Transaction
Agreements, and to consummate the Transactions. The execution, delivery and performance by
Buyer of the Transaction Agreements, and the consummation by Buyer of the Transactions, have
been duly authorized by all necessary corporate action on the part of Buyer. Assuming the due
authorization, execution and delivery of this Agreement by Seller, this Agreement constitutes a
valid and legally binding agreement of Buyer, enforceable against Buyer in accordance with its
terms and conditions, subject to the Enforceability Exceptions.
Section 5.03 Non-contravention. Except for (a) the filing of a notification and report form
under the HSR Act and the expiration or termination of the applicable waiting period thereunder
and (b) the Regulatory Approvals, neither the execution, delivery and performance of the
Transaction Agreements, nor the consummation of the Transactions, (i) violate any provision of
the Organizational Documents of Buyer, (ii) with or without the passage of time or the giving of
notice or both, result in the breach of, or constitute a default, or give rise to any termination or
right of termination, or require any consent under, or result in the creation of any Encumbrance
(other than a Permitted Encumbrance) upon Buyer’s assets under, any of the terms of any Contract
to which Buyer is a party, or (iii) violate any Law or any Order applicable to Buyer.
Section 5.04 Governmental Authorization. Except for (a) the filing of a notification and
report form under the HSR Act and the expiration or termination of the applicable waiting period
thereunder and (b) the Regulatory Approvals, the execution and delivery by Buyer of the
Transaction Agreements, and the consummation by Buyer of the Transactions, require no action
by or in respect of, or filing with, any Governmental Body.
Section 5.05 Compliance with Laws; Permits. Buyer is in compliance with all Laws in
all material respects. Buyer currently holds, or at the Closing will hold, the Necessary Permits.
There are no actions pending or, to the Knowledge of Buyer, threatened, that would result in the
termination, revocation, suspension or restriction of, or failure to obtain at the Closing, any
Necessary Permits or the imposition of any fine, penalty or other sanction or liability for violation
of any Law or Order relating to any Necessary Permits.
Section 5.06 Proceedings and Orders. Buyer (a) is not subject to any outstanding Order
or (b) is not a party to any pending Proceeding or, to the Knowledge of Buyer, threatened
Proceeding, that would, in any case, prohibit or materially impair Buyer’s ability to perform its
obligations under the Transaction Agreements or to complete the Transactions in accordance with
the terms of the Transaction Agreements.
Section 5.07 Financing. Buyer has available sufficient funds, available lines of credit or
other sources of immediately available funds to enable Buyer to pay in full the Purchase Price, any

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post-Closing adjustment therefor and all transaction expenses payable by it and perform and pay
in full all of the obligations assumed by Buyer pursuant to this Agreement, including the Assumed
Liabilities.
Section 5.08 Solvency. Immediately after giving effect to the Transactions: (a) Buyer
will be able to pay its debts as they become due and will own assets with a fair saleable value
greater than the amounts required to pay its debts (including a reasonable estimate of the amount
of all contingent liabilities); and (b) Buyer will have adequate capital to carry on its business. No
transfer of assets is being made and no obligation is being incurred in connection with the
Transactions with the intent to hinder, delay or defraud either present or future creditors of Buyer.
Section 5.09 Brokers. No Broker is acting on behalf of Buyer or under its authority or is
entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of Buyer or any of its Affiliates.
Section 5.10 Non-Reliance. EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4 OR IN THE BILL OF SALE, THE
REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE BUYER’S
OFFICER’S CERTIFICATE (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE
QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE), BUYER
ACKNOWLEDGES AND AGREES THAT SELLER IS NOT MAKING AND WILL NOT BE
DEEMED TO HAVE MADE, NOR WILL SELLER (OR ANY OTHER PERSON) HAVE OR
BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING
FROM, IN EACH CASE, ANY EXTRA-CONTRACTUAL STATEMENT. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND EACH OF
BUYER AND ITS AFFILIATES HEREBY EXPRESSLY AGREES THAT IT IS NOT
RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT. EACH OF BUYER AND ITS
AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL
RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, AND RELEASES
SELLER AND ITS AFFILIATES FROM ANY LIABILITY FOR ANY DAMAGES ARISING
OUT OF, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-
CONTRACTUAL STATEMENT (IT BEING INTENDED THAT NO EXTRA-
CONTRACTUAL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF
THIS AGREEMENT). BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER
IS ACQUIRING THE BUSINESS AND THE ACQUIRED ASSETS ON AN “AS IS, WHERE
IS, AND WITH ALL FAULTS” BASIS.
ARTICLE 6
PRE-CLOSING COVENANTS
Section 6.01 Certain Efforts. During the period between the Effective Date and the earlier
to occur of the termination of this Agreement under Article 10 or the Closing (such period, the
“Pre-Closing Period”), each of the Parties will use commercially reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
to consummate the Transactions as soon as practicable.

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Section 6.02 Antitrust Matters.
(a) On the terms set forth herein, during the Pre-Closing Period, each of Buyer
and Seller will use commercially reasonable efforts to (i) make promptly any required submissions
and filings under Antitrust Laws regarding the transactions contemplated by this Agreement,
(ii) promptly furnish information required in such submissions and filings under such Antitrust
Laws, (iii) keep the other Party reasonably informed regarding the status of any such submissions
and filings under Antitrust Laws, including regarding (A) the receipt of any non-action, action,
clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the
commencement or proposed or threatened commencement of any Proceeding under Antitrust
Laws, and (D) the nature and status of any objections raised or proposed or threatened to be raised
under Antitrust Laws regarding the transactions contemplated hereby, and (iv) obtain all actions
or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other
confirmations from any Governmental Body or Third Party necessary, proper or advisable under
Antitrust Laws to consummate the Transactions as soon as practicable.
(b) In furtherance and not in limitation of Section 6.02(a), during the Pre-
Closing Period, each of Buyer and Seller: (i) will, or will cause its Affiliates to, no fewer than 45
days before the Anticipated Regulatory Approval Date (or, if no such date can be mutually agreed
by the Parties, no later than ten Business Days after the date on which the last Regulatory Approval,
other than those required under applicable Antitrust Laws, is received), make the initial filings
required by it under the HSR Act regarding the transactions contemplated by this Agreement; (ii)
will, or will cause its Affiliates to, provide as soon as practicable any additional information and
documentary material that may be requested under the HSR Act or any other applicable Antitrust
Law and make all subsequent filings and submissions required under the HSR Act or any other
applicable Antitrust Law, (iii) will provide to the other Party’s counsel such information as each
may reasonably request, and as may be appropriate under Antitrust Laws relative to its business,
assets and property as required of each to file any additional information requested by
Governmental Bodies under Antitrust Laws; (iv) will promptly notify the other Party of any
material or substantive communication made to or received by either Buyer or Seller, as the case
may be, from any Governmental Body regarding any of the transactions contemplated hereby, and,
subject to applicable Law, if practicable, permit the other Party to review in advance any proposed
material or substantive written communication to any such Governmental Body and consider
incorporating into such communication the other Party’s reasonable comments in good faith, (v)
not participate in any substantive meeting or discussion with any such Governmental Body in
respect of any filing, investigation or inquiry regarding this Agreement or the transactions
contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party
in advance and, to the extent permitted by such Governmental Body gives the other Party the
opportunity to attend, and furnish the other Party with copies of all correspondence, filings and
written communications between them and their Affiliates and their respective managers,
directors, officers, employees, Affiliates, equityholders, agents or representatives, on one hand,
and any such Governmental Body or its respective staff, on the other hand, with respect to this
Agreement and the transactions contemplated hereby and (vi) will (and, if applicable, will cause
its Affiliates to use commercially reasonable efforts to) take all other actions to cause the expiration
or termination of the waiting period required under the HSR Act (including any extensions thereof)
as soon as practicable. Any provision of information, rights to participate, or consultations between
the Parties pursuant to the foregoing sentence may be made on an outside antitrust counsel-only

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basis to the extent required under applicable Law or as appropriate to protect sensitive business
information or maintain attorney-client or other privilege; provided, that Seller or Buyer, as
applicable, may redact materials to address reasonable privilege or confidentiality concerns and to
remove references concerning the valuation of the Acquired Assets. Buyer will pay all filing fees
under the HSR Act and all other Antitrust Laws regarding the transactions contemplated by this
Agreement.
(c) In furtherance of Section 6.02(a) and Section 6.02(b) and not in limitation
of either such Section, (i) neither Buyer nor Seller will, and each will cause their respective
Affiliates not to, extend any waiting period or comparable period under the HSR Act or other
Antitrust Laws or enter into any agreement with any Governmental Body not to consummate the
Transactions, except with the written consent of the other Party and (ii) Buyer agrees to, and to
cause its Affiliates to, take all actions that are necessary or reasonably advisable or as may be
required by any Governmental Body to expeditiously consummate the Transactions, including (A)
selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or
otherwise dispose of, any entities, assets, business, property or facilities of Buyer relating to the
Acquired Assets after the Closing or any entity, asset, business, property or facility of Buyer or
any of its Affiliates, (B) terminating, amending or assigning existing relationships, Contracts or
other obligations (other than terminations that would result in a material breach of any Contract
with a Third Party), (C) entering into new relationships, Contracts or other obligations with Third
Parties, (D) agreeing to any limitations on the ability of Buyer, its Subsidiaries or Affiliates to
conduct its businesses or own any equity interests or assets or to acquire, hold or exercise full
rights of ownership of its businesses, (E) agreeing to any prior notice or prior approval
requirements imposed by a Governmental Body on Buyer, its Subsidiaries or Affiliates and (F)
accepting the imposition of any impediment on Buyer, its Subsidiaries or Affiliates under the
Antitrust Laws; provided, that Buyer will not be required to take any of the actions in the foregoing
clause (ii) unless such actions (y) are conditioned on the occurrence of the Closing and (z) would
not reasonably be expected to have a Material Adverse Effect on Buyer, after giving effect to the
Transactions. Solely for purposes of the preceding sentence, the term “Material Adverse Effect”
means, with respect to Buyer, any Effect that, either individually or in the aggregate, has had or
would reasonably be expected to be materially adverse on the business, properties, assets,
liabilities, results of operations, or financial condition of Buyer and its Affiliates, taken as a whole.
(d) In the event any claim, action, suit, investigation or other Proceeding by any
Governmental Body or other Person is commenced that questions the validity or legality of the
transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to
cooperate and use commercially reasonable efforts to defend against such claim, action, suit,
investigation or other Proceeding and, if an injunction or other order is issued in any such action,
suit or other Proceeding, to use commercially reasonable efforts to have such injunction or other
order lifted, and to cooperate reasonably regarding any other impediment to the consummation of
the transactions contemplated hereby.
(e) Except for those matters disclosed on Section 6.02(e) of the Disclosure
Schedule, Buyer shall not, and shall not permit its Affiliates to, enter into any transaction, or any
agreement to effect any transaction (including any investment, merger or acquisition) that would
reasonably be expected to make it materially more difficult, or to materially increase the time
required, to: (i) obtain the expiration and termination of the waiting period under the HSR Act

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applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the
commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction,
temporary restraining order or other order that would materially delay or prevent the
consummation of the transactions contemplated by this Agreement; or (iii) obtain all
authorizations, consent orders and approvals of Governmental Bodies necessary for the
consummation of the transactions contemplated by this Agreement.
Section 6.03 Third Party and other Governmental Body Consents and Notices. During
the Pre-Closing Period, the Parties will use commercially reasonable efforts, and will cooperate
with each other, to obtain the Third Party consents and deliver the notices required to consummate
the Transactions that are set forth on Schedule 6.03; provided that (a) except with respect to any
consent required under the Leases, for which Seller shall be fully and ultimately responsible, no
Party will be obligated to pay any consideration to any Third Party from whom consent or approval
is requested (other than de minimis amounts) and (b) no Party shall make any such filing or notice
without the prior written consent of the other Party. In furtherance of the foregoing, Buyer agrees
to use commercially reasonable efforts to provide reasonable assurances as to financial capability,
resources, creditworthiness or other qualifications as may be reasonably requested by any Person
whose consent or approval is sought hereunder.
Section 6.04 Access. During the Pre-Closing Period, Seller will give reasonable access
(which may be limited to virtual access) during normal business hours to all of the books, contracts,
documents, records and senior management of the Business reasonably requested by or on behalf
of Buyer to Buyer’s duly authorized officers and employees (other than with respect to Taxes or
Tax Returns, which shall be governed by Section 7.02(b)), only to the extent such Persons are
bound by an agreement with Buyer with confidentiality and non-use terms applicable to such
information no less restrictive than those set forth in the Confidentiality Agreement; provided,
however, that Seller may limit or restrict such access if in the reasonable judgment of Seller, (a)
any applicable Law or confidentiality obligation requires Seller to limit or restrict such access, (b)
such access would cause competitive harm to Seller or the Business if the Transactions are not
consummated, (c) such access would jeopardize any attorney-client privilege or other legal
privilege or (d) such access would unreasonably disrupt the operations of Seller or the Business.
Section 6.05 Operation of the Business. During the Pre-Closing Period, except as
otherwise permitted or required by this Agreement or in connection with the Transactions or to the
extent Buyer otherwise consents in writing, which consent will not be unreasonably withheld,
delayed or conditioned, Seller will not:
(a) Transfers. Sell, lease (as lessor), transfer or otherwise dispose of any of the
Acquired Assets, other than Acquired Assets used, leased, consumed or replaced in the Ordinary
Course of Business and the sale of materials and supplies in the Ordinary Course of Business;
(b) Modification, Amendment and Termination. Modify, amend or voluntarily
terminate, or fail to use commercially reasonable efforts (excluding any obligation to offer or pay
any consideration therefor) to prevent any other party from voluntarily terminating, any of the
Assigned Contracts or any of the Necessary Permits without Buyer’s prior written consent, other
than (i) in the Ordinary Course of Business and provided such change does not cause any of the
Assigned Contracts or Necessary Permits to have materially more onerous terms or conditions to

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Buyer, (ii) as may be required in connection with transferring Seller’s rights or obligations
thereunder to Buyer in connection with the Transactions contemplated by this Agreement,
provided such change does not cause any of the Assigned Contracts or Necessary Permits to have
materially more onerous terms or conditions to Buyer, (iii) as may be required in connection with
Seller and Buyer obtaining the Required Third Party Consents, provided such change does not
cause any of the Assigned Contracts or Necessary Permits to have materially more onerous terms
or conditions to Buyer, or (iv) following notice to Buyer, as may be required by a Governmental
Body, provided such change does not cause any of the Assigned Contracts or Necessary Permits
to have materially more onerous terms or conditions to Buyer;
(c) Additional Title Encumbrances and Title Imperfections. Grant or create any
lien, easement, encumbrance or title imperfection on any of the Acquired Assets, without the prior
written consent of Buyer, other than (i) in the Ordinary Course of Business to the extent consistent
with Prudent Utility Practices, provided such lien, easement, encumbrance or title imperfection
does not impose materially more onerous terms or conditions on Buyer’s use of the Acquired
Assets, (ii) those liens, easements, encumbrances or title imperfections that, if in existence prior
to the Effective Date, would have been Permitted Encumbrances, (iii) as may be required in
connection with separating the Excluded Assets from the Acquired Assets, provided such lien,
easement, encumbrance or title imperfection does not impose materially more onerous terms or
conditions on Buyer’s use of the Acquired Assets (for the avoidance of doubt, use of any standard
agreement or arrangement of Seller (e.g., a pole attachment agreement or arrangement), on
substantially the same basis available to qualified Third Parties, shall not be deemed to impose
materially more onerous terms or conditions on Buyer’s use of the Acquired Assets), (iv) as may
be required in connection with transferring Seller’s rights or obligations with respect to the
Acquired Assets to Buyer in connection with the Transactions, provided such lien, easement,
encumbrance or title imperfection does not impose materially more onerous terms or conditions
on Buyer’s use of the Acquired Assets, or (v) as may be required in connection with Seller and
Buyer obtaining the Required Third Party Consents, provided such lien, easement, encumbrance
or title imperfection does not impose materially more onerous terms or conditions on Buyer’s use
of the Acquired Assets;
(d) Ordinary Course. Conduct the Business other than in the Ordinary Course
of Business, in accordance with its past practices;
(e) Maintenance of Acquired Assets. Fail to maintain the Acquired Assets in a
state of repair and condition in accordance with past practices;
(f) Compliance With Laws. Fail to materially comply with any requirements
of Law, Prudent Utility Practices and contractual obligations applicable to the Acquired Assets
and the operations of the Business;
(g) Insurance Coverage. Fail to continue in full force and effect insurance
coverage on the Acquired Assets and the Business and in accordance with past practices;
(h) Maintenance of Books and Records. Fail to maintain all books and records
of Seller relating to the Acquired Assets or the Business in the Ordinary Course of Business
consistent with past practices; or

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(i) Tax Liens. Allow or cause a Tax lien to arise with respect to the Acquired
Assets or the Business, except Tax liens that are Permitted Encumbrances.
Section 6.06 Capital Expenditures Prior to Closing. Notwithstanding anything to the
contrary contained herein during the Pre-Closing Period:
(a) Seller may make (and undertake any work contemplated by) Capital
Expenditures described on Schedule 6.06 (collectively, “Pre-Approved Capital Expenditures”) in
accordance with the relevant timelines (if any) set forth on Schedule 6.06.
(b) For all other Capital Expenditures to be made during the Pre-Closing Period
that are not Pre-Approved Capital Expenditures, Seller may make (and undertake any work
contemplated by) commercially reasonable Capital Expenditures in the Ordinary Course of
Business as determined by Seller in its discretion based on Prudent Utility Practices, provided that
(i) Seller shall notify Buyer in writing of any estimated or scheduled Capital Expenditure of
$250,000.00 or more individually, or $1,000,000.00 in the aggregate over a consecutive six-month
period and (ii) Buyer shall, within ten Business Days of its receipt of such notice by Seller, respond
to Seller in writing as to whether such Capital Expenditure is, in whole or in part, approved or
disapproved, in each case as determined in accordance with Prudent Utility Practices (such
approval not to be unreasonably withheld, conditioned, or delayed) (each such response by Buyer
to Seller, a “Capital Expenditure Determination”). In the event of Buyer’s disapproval of any
estimated or scheduled Capital Expenditure by Seller under clause (i) above, the applicable Capital
Expenditure Determination shall include a reasonably detailed statement setting forth Buyer’s
reasons for such disapproval and the portion of such Capital Expenditure of which Buyer
disapproves. To the extent Seller actually makes any Capital Expenditure which Buyer has
previously disapproved in a duly delivered Capital Expenditure Determination, such Capital
Expenditure shall be deemed a “Disapproved Capital Expenditure;” provided, that, only amounts
actually incurred by Seller in connection therewith shall be counted as a Disapproved Capital
Expenditure.
Section 6.07 No Solicitation of Other Bids; Non-Disparagement.
(a) Until the earlier of termination of this Agreement or the Closing, Seller will
not, directly or indirectly, through any officer, director, agent, or otherwise, solicit or initiate,
directly or indirectly, or encourage submission of inquiries, proposals, or offers from any potential
buyer directly and specifically relating to the disposition of the Acquired Assets or the Business.
The foregoing will not prohibit or be deemed to prohibit any action by or of Seller or any of its
Affiliates in connection with any potential transaction that principally concerns any businesses,
assets or securities of Seller or any of its Affiliates of which the Business or the Acquired Assets
are a part.
(b) Buyer will not, and will cause its Affiliates and their respective officers,
directors, employees and agents not to, make or publish any statement, whether oral or written,
that disparages or is reasonably likely to disparage Seller or any of its Affiliates or their respective
officers, directors, employees, agents, or any electric utility or other similar utility service provider.
Nothing in this Section 6.07(b) prohibits truthful statements required by law, regulation, subpoena,
or court order, or good‑faith statements made in connection with enforcing this Agreement.

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Section 6.08 Casualty Loss.
(a) Casualty Estimate. If, at any time after the Effective Date and prior to
Closing, any of the Acquired Assets suffers a total or partial Casualty (an “Event of Loss”), Seller
will promptly inform Buyer of the Event of Loss. As soon as practicable following any such
Casualty, Seller will provide to Buyer a detailed written estimate (the “Casualty Estimate”) setting
forth the estimated amount required to repair or replace the damaged Acquired Asset(s) and the
estimated time period for completion of such repair or replacement.
(b) Seller’s Election. Concurrently with the delivery of a Casualty Estimate
indicating that an Event of Loss has occurred, Seller will notify Buyer in writing whether Seller
elects to repair or replace the damaged Acquired Asset(s). If Seller elects to repair or replace the
damaged Acquired Asset(s), Seller shall promptly commence and diligently proceed to complete
the repair or replacement of the damaged Acquired Asset(s) in a good and workmanlike manner
at Seller’s sole cost, provided that Buyer shall reimburse Seller for the full cost of any Casualty
Repair Expense pursuant to the Fixed System Asset Adjustment or Construction Work in Progress
Adjustment, as applicable in Section 2.05, net of any insurance proceeds payable as a result of
such Event of Loss. If Seller elects to repair or replace the damaged Acquired Asset(s), such
damaged Acquired Asset(s) shall be restored in a manner substantially consistent with the
condition of the Acquired Asset immediately prior to the occurrence of the Event of Loss. Seller
shall be entitled to all insurance proceeds payable as a result of such Event of Loss. If Seller elects
not to repair or replace the damaged Acquired Asset(s), then if the Casualty Estimate for such
Event of Loss in combination with the aggregate amount of Casualty Estimates for prior Events of
Loss that Seller has elected to not repair or replace exceeds two percent (2.0%) of the Base
Purchase Price, the Base Purchase Price shall be reduced by an amount to limit the increase in the
Estimated Purchase Price and final Purchase Price due to Events of Loss to two percent (2.0%) of
the Base Purchase Price, in which case Seller will have no obligation to repair or replace the
damaged Purchased Asset as a result of such Events of Loss; provided that if the Casualty Estimate
for an Event of Loss in combination with the aggregate amount of Casualty Estimates for prior
Events of Loss, whether or not Seller has elected to repair or replace, exceeds five percent (5.0%)
of the Base Purchase Price (the “Casualty Loss Threshold”), in such case, Buyer and Seller shall
each have the right to terminate the Agreement pursuant to Section 10.02(h).
Section 6.09 Disclosure Schedule Updates.
(a) On a periodic basis during the Pre-Closing Period, Seller may supplement
or amend its Sections of the Disclosure Schedule and deliver such supplemented or amended
Sections to Buyer, including with respect to any Effect.
(b) If any Effect to which such supplement or amendment relates results in
Buyer having a right to terminate this Agreement under Article 10 and the Closing occurs, or the
fact, occurrence, event, effect, change, circumstance or development to which such supplement or
amendment relates does not result in Buyer having a right to terminate this Agreement under
Article 10, then such supplement or amendment will be deemed to have amended the Disclosure
Schedule, to have modified the representations and warranties contained in Article 4, and to have
cured any misrepresentation, inaccuracy or breach of warranty that otherwise might have existed
hereunder because of the Effect (and Seller will not have any liability to Buyer with respect to

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such amended or supplemented Disclosure Schedule on the basis of any misrepresentation,
inaccuracy or breach of warranty that otherwise might have existed hereunder because of the
Effect).
(c) Between the Effective Date and May 31, 2026, and solely to the extent the
Closing has not occurred within such period, Seller will use its commercially reasonable efforts to
provide Buyer with the unaudited financial information for the fiscal 2025 period using the same
form as set forth on Section 4.18 of the Disclosure Schedule and prepared consistently with past
practices; provided, that, if such unaudited financial information is not available for distribution
on or before May 31, 2026, Seller will use its commercially reasonable efforts to deliver such
financial information as soon as reasonably practicable thereafter.
Section 6.10 Title Commitment; Property Inspection.
(a) The Title Company has delivered to Buyer and Seller a current commitment
for standard coverage title insurance (which shall be updated as needed to reflect the amount of
the Purchase Price allocated under Section 2.05(b) for each parcel of Tier One Real Property) and
legible copies of all documents referred to therein as exceptions to coverage, committing to insure,
upon satisfaction of all requirements provided therein, the fee, leasehold or easement estate in the
Tier One Real Property to be conveyed by Seller to Buyer at Closing (collectively, the
“Commitment”). At Closing and in connection with the Commitment, the Title Company shall
issue Title Policies to Buyer in the form selected by Buyer; the premiums allocated to the standard
form of such Title Policies shall be paid by Seller, with the premiums allocated to any extended
form or endorsement coverage paid by Buyer. On or before Closing, Seller shall use commercially
reasonable efforts to satisfy or remove those requirements contained in the Commitment to the
extent related to Seller, including, without limitation, those relating to good standing, subsistence
or authority of Seller. Within 30 days after (i) Buyer’s receipt of each Commitment or (ii) the
Effective Date, whichever is later, Buyer shall give specific written notice (the “Title Review
Letter”) to Seller and the Title Company of any matters affecting title to the Tier One Real Property
and disclosed in the Commitment which are disapproved by Buyer. The failure of Buyer to deliver
a Title Review Letter within the aforesaid period shall constitute Buyer’s approval of the condition
of title of the Tier One Real Property as shown in the Commitment, subject to the exceptions shown
thereon, excepting any (1) unpaid mortgages, judgments and monetary liens, recorded against the
Tier One Real Property, (2) any mechanic’s or materialmen’s liens against the Tier One Real
Property (unless and to the extent of work done by or on behalf of Buyer), and (3) any taxes, sewer
and water charges, and assessments then due and payable or tax liens against the Tier One Real
Property (each, a “Liquidated Lien”; collectively, the “Liquidated Liens”), which Liquidated Liens
Seller shall satisfy at or prior to Closing. Buyer shall not be required to affirmatively object to
Liquidated Liens. If Buyer disapproves of any matter shown in the Commitment (“Title
Objections”) by delivering a timely Title Review Letter to Seller, then, within 15 Business Days
of receipt of Buyer’s Title Review Letter (the “Title Response Date”), Seller shall notify Buyer, in
writing, of any Title Objections which it either refuses to cure or is unable to cure in a manner
acceptable to Buyer. In the event Seller notifies Buyer on or before the Title Response Date of its
election not to satisfy or correct any or all of the Title Objections of which it is notified (or is
deemed to have elected not to satisfy or correct any or all of the Title Objections of which it is
notified) other than Liquidated Liens, Buyer shall, by notice to Seller on or before five Business
Days after the Title Response Date, elect one of the following: (a) waive such Title Objection(s)

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for all purposes under this Agreement, including the satisfaction or waiver of any applicable
conditions to the Closing set forth in Section 9.02 and with respect to claims for any Losses that
may otherwise be made pursuant to Section 8.01 or otherwise pursuant to this Agreement; or (b)
if the uncured title matter results in the failure to be satisfied of the condition to the Closing set
forth in Section 9.02(c), Buyer may terminate this Agreement in accordance with Section 10.02(g),
subject to Seller’s notice and cure rights provided for herein. At any time following Buyer’s
submission of the Title Review Letter, Buyer shall be entitled to obtain updated versions of the
Commitment (“Updated Title Documents”). To the extent that the Commitment shows new items
that were not previously disclosed in the Commitment issued to Buyer (“New Title Objections”),
then Buyer shall have the right to issue a new Title Review Letter raising the New Title Objections
within ten Business Days of Buyer’s receipt of the Updated Title Documents and Buyer shall have
the same rights with respect thereto as described above. The failure of Buyer to deliver any written
notice of disapproval of any New Title Objections within the aforesaid ten Business Days of
Buyer’s receipt of the Updated Title Documents shall be deemed to constitute Buyer’s approval of
the New Title Objections excluding any Liquidated Liens which shall be paid or satisfied by Seller
at Closing.
(b) Between the Effective Date and Closing, Seller agrees that Buyer, its
representatives and consultants shall have a continuing license to enter upon the Real Property to
inspect and perform engineering, environmental and any other feasibility studies as Buyer
determines in its sole discretion. Prior to entering on the Real Property, Buyer shall furnish to
Seller a certificate of insurance naming Seller as an additional insured for liability purposes in the
amount $1,000,000.00. Buyer shall provide Seller reasonable advance notice of the date and time
of Buyer’s planned inspections upon the Real Property and Seller shall have the right to be present
at any of Buyer’s inspections upon the Real Property and to require changes to the timing of
planned inspections if such proposed dates and times would be unreasonably disruptive to
operations of Seller, as determined by Seller in good faith. If Buyer disturbs the Real Property,
Buyer shall return the Real Property to substantially the same condition prior to the disturbance.
Buyer shall indemnify Seller for any and all claims of bodily injury or damage to property
(including the Real Property itself) arising out of Buyer’s inspections of the Real Property. Buyer
shall also indemnify Seller for liens which are filed against the Real Property by persons or entities
employed or contracted by Buyer to perform inspections or undertake any work whatsoever on or
behalf of Buyer on the Real Property.
ARTICLE 7
ADDITIONAL COVENANTS
Section 7.01 General. In case at any time after the Closing any further action is
reasonably necessary to carry out the purposes of this Agreement, each Party will take such further
action (including the execution and delivery of such further instruments and documents) as the
other Party may reasonably request, all at the sole cost and expense of the requesting Party.
Section 7.02 Tax Matters.
(a) At or after the Closing, all property Taxes and excise Taxes imposed in lieu
of property Taxes pertaining to the Acquired Assets will be prorated on the basis of the number of

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days of the relevant Tax year or period which have elapsed prior to the Closing Date, determined
without reference to any change of ownership occasioned by the consummation of the
Transactions. Seller will be responsible for that portion of such amounts relating to the period prior
to the Closing Date, and Buyer will be responsible for that portion of such amounts relating to the
period on or after the Closing Date.
(b) Seller and Buyer will cooperate as and to the extent reasonably requested
by the other in connection with the preparation and filing of Tax Returns and any Proceeding with
respect to Taxes relating to the Acquired Assets or the Business. Such cooperation will include the
provision of records and information reasonably relevant to any Tax Return or Tax Proceeding
and making employees available on a mutually convenient basis to provide additional information
and explanation of any material provided hereunder; provided, however, that, notwithstanding
anything to the contrary contained in this Agreement, in no case will Seller be obligated to provide
any Tax Return (or any portion thereof) or any other books, records and work papers related thereto
of any “affiliated group” of corporations within the meaning of Section 1504 of the Code (or any
similar affiliated, combined, consolidated, or unitary group or arrangement for group relief for
state, local, or foreign Tax purposes) that includes Seller or any of its Affiliates to Buyer.
(c) Within 120 days following the Closing, Buyer will prepare and deliver to
Seller a schedule allocating the Purchase Price plus other relevant items (including the Assumed
Liabilities) (the “Tax Consideration”) among the Acquired Assets for all Tax purposes, with such
allocation to be in accordance with Section 1060 of the Code (the “Allocation Schedule”). Buyer
and Seller agree to use commercially reasonable efforts to resolve in good faith any differences
with respect to the Allocation Schedule. If Buyer and Seller are unable to resolve any such
differences within 30 days following Buyer’s delivery of the Allocation Schedule to Seller, then
Buyer and Seller may, for any Tax purpose, take inconsistent positions with respect to the
allocation of the Tax Consideration among the Acquired Assets (including any undisputed element
thereof), including for purposes of any applicable Tax Returns. If Seller does not object to the
Allocation Schedule prepared by Buyer, or Buyer and Seller are able to resolve any differences
within the 30-day period described above, the Parties agree to (i) prepare and file, or cause to be
prepared and filed, each of their respective Tax Returns on a basis consistent with the Allocation
Schedule (or the Allocation Schedule as agreed to by Buyer and Seller), and (ii) unless otherwise
required by Law, take no position inconsistent with the Allocation Schedule (or the Allocation
Schedule as agreed to by Buyer and Seller) on any applicable Tax Return (including IRS Form
8594), in any Proceeding before any Governmental Body, or in any report made for Tax, financial
accounting, or any other purpose.
(d) Any and all transfer, documentary, value added, sales, use, stamp,
registration or other similar Taxes, and any conveyance fees, recording charges and other similar
fees and charges (including any penalties and interest) arising from the Transactions (collectively,
the “Transfer Taxes”) shall be borne by Buyer and shall be remitted by Buyer when due; provided,
however, that solely with respect to any real estate Transfer Taxes, each of Buyer and Seller shall
be responsible for fifty-percent (50%) of any such real estate Transfer Taxes. The party required
by applicable Law shall timely file any Tax Return or other document with respect to such Transfer
Taxes (and the other party shall cooperate with respect thereto as necessary).

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(e) If, pursuant to Section 3.02(b)(i), Seller delivers an IRS Form W-9 at or
prior to the Closing, all amounts payable or otherwise deliverable pursuant to this Agreement or
any other Transaction Agreement to Seller shall be paid in full, without any deduction or
withholding.
Section 7.03 Confidentiality.
(a) The Parties agree that the terms of the Confidentiality Agreement will
continue in full force and effect and will be applicable to all Confidential Information (as defined
in the Confidentiality Agreement) exchanged in connection with this Agreement or any of the
other Transaction Agreements or any of the Transactions unless and until the Closing has occurred.
For purposes of this Agreement, references to the “Review” in the Confidentiality Agreement shall
be deemed to refer to the “Discussion” as defined in the Confidentiality Agreement, and the
“Discussion” as defined in the Confidentiality Agreement shall include the Transactions.
(b) Prior to the Closing and following the Closing, except as may be required
by Law or any Order, Buyer will keep confidential, use solely in connection with the Transactions
contemplated by this Agreement, and not disclose to any Person all Confidential Information of
Seller concerning the Business and the Acquired Assets that was Known by, acquired by, or
disclosed to Buyer prior to the Closing, by using the same degree of care that was used to protect
the same information before the date of this Agreement, except that the foregoing obligation will
not apply to any information which (i) was, is now, or becomes generally available to the public
or the industry (other than by a breach of this Section 7.03), (ii) was disclosed to Buyer by a Third
Party not Known by Buyer to be subject to any duty of confidentiality with respect to such
information, (iii) was or is now used by Buyer in connection with Buyer’s other businesses, or (iv)
is independently developed following the Closing by or for Buyer or its employees without the use
of or reference to any Confidential Information.
Section 7.04 Records and Access. Each Party will retain for a reasonable period after the
Closing Date (and in any event for at least five years) the books, records (including, subject to
Section 7.02(b), Tax records), Contracts and documents of or pertaining to the Business, and,
subject to reasonable confidentiality obligations, will provide the other Party and its
representatives (including legal counsel and accountants) reasonable access thereto, during normal
business hours and on prior notice, for reasonable business purposes.
Section 7.05 Certain Payments or Instruments Received from Third Parties. To the extent
that, after the Closing, (a) Buyer receives any payment or instrument that is for the account of
Seller according to the terms of this Agreement, Buyer will promptly deliver such amount or
instrument to Seller, and (b) Seller receives any payment that is for the account of Buyer according
to the terms of this Agreement, Seller will promptly deliver such amount or instrument to Buyer,
as applicable. All amounts due and payable under this Section 7.05 will be due and payable by the
applicable Party in immediately available funds, by wire transfer to the account designated in
writing by the receiving Party. Notwithstanding the foregoing, each Party hereby undertakes to
use commercially reasonable efforts to direct or forward all bills, invoices or like instruments to
the appropriate Party.
Section 7.06 Independent Investigation; Forward-Looking Statements.

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(a) Buyer acknowledges and covenants and agrees that: (i) it and its
representatives and Affiliates have undertaken their own independent investigation, examination,
and analysis of the Acquired Assets, the Assumed Liabilities and the Business; (ii) it has
undertaken its own estimate of the value of the Business, the Acquired Assets and the Assumed
Liabilities; (iii) it has had the opportunity to meet, virtually or otherwise, with Seller and its
representatives to discuss the Business, the Acquired Assets and the Assumed Liabilities, including
the customers, suppliers, employees and other personnel, condition (financial and otherwise), cash
flow and operations of Seller with respect to the Business and prospects of the Business; and (iv)
it has undertaken such due diligence as Buyer deems adequate, including that described above.
Buyer acknowledges and agrees that any documents that are or were available for its review in
connection with its investigation will be deemed to have been made available to, and received by,
Buyer for all purposes if such documents were posted and made available to Buyer in the Data
Room on or before the Effective Date.
(b) In connection with its investigation described in Section 7.06(a), Buyer
acknowledges and agrees that Buyer and its representatives and Affiliates have received from or
on behalf Seller and its Affiliates certain estimates, budgets, forecasts, plans, capital improvement
plans and financial projections (“Forward-Looking Statements”), and Buyer acknowledges that (i)
there are uncertainties inherent in making Forward-Looking Statements and (ii) it is not relying
upon, and is taking full responsibility for making its own evaluation of the adequacy and accuracy
of, all Forward-Looking Statements so furnished to it and its representatives (including the
reasonableness of the assumptions underlying any Forward-Looking Statements where such
assumptions are explicitly disclosed). Neither Seller nor any other Person is making any
representation or warranty with respect to, or will have or be subject to any liability to Buyer, or
any other Person resulting from, the distribution to Buyer, or its use of or reliance on, any Forward-
Looking Statements.
Section 7.07 Non-Recourse. This Agreement may only be enforced against, and any
claim or cause of action based upon, arising out of or related to this Agreement may only be
brought against the Persons that are expressly named as parties to this Agreement. Except to the
extent named as a party to this Agreement, and then only to the extent of the specific obligations
of such parties set forth in this Agreement, no past, present or future equityholder, shareholder,
member, partner, manager, director, officer, employee, Affiliate, contractor, consultant, agent or
representative of any Party will have any liability (whether in contract, tort, equity or otherwise)
for any of the representations, warranties, covenants, agreements or other obligations or liabilities
of any of the Parties or for any claim based upon, arising out of or related to this Agreement.
Without limiting the foregoing, no claim will be brought or maintained by Buyer or any other
Buyer Indemnified Party or any of their respective successors or permitted assigns against any
past, present or future equityholder, shareholder, stockholder, member, partner, manager, director,
officer, employee, Affiliate, contractor, consultant, agent or representative of Seller that is not
otherwise expressly identified as party to this Agreement, and no recourse will be brought or
granted against any of them, by virtue of or based upon any alleged misrepresentation or
inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or
agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto
or any certificate delivered hereunder.

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Section 7.08 Publicity. Except as otherwise required by Law (including any applicable
securities exchange rules), neither Party will, and will not permit any of its Affiliates,
representatives or advisors to, issue or cause the publication of any press release or make any other
public announcement, including any state or federal regulatory filing or any tombstone
advertisements, with respect to the Transactions without the prior written consent of the other Party
(which shall not be unreasonably withheld). Nothing herein shall operate to prevent a Party from
supplying such information or making statements in order for a Party to satisfy its legal obligations
(prompt prior notice of which shall in any such case be given to the other Party)
Section 7.09 Bulk Sales. The Parties hereby waive compliance with the provisions of any
bulk sales (including any tax clearance, bulk sale or successorship notice, or similar requirement),
bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to
the sale of any or all of the Acquired Assets to Buyer. Buyer will be responsible for all Losses
arising out of the Parties’ waiver of such compliance.
Section 7.10 Transition Matters.
(a) During the Pre-Closing Period, in furtherance of the Transactions, the
Parties shall, and shall cause their Affiliates to, cooperate in good faith and use commercially
reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the
migration and integration of the Business into the business of Buyer after giving effect to the
consummation of the Transactions and pursuant to the Transition Services Agreement, subject to
compliance with applicable Law (the “Transition Plan”). The Transition Plan shall address the
matters mutually agreed to by the Parties. Such cooperation shall include each Party using
commercially reasonable efforts to take the following actions:
(i) promptly after the date of this Agreement, appointing a transition
manager whose primary responsibility would be to plan and execute such transition and manage
such Party’s transition team;
(ii) promptly after the date of this Agreement, reviewing the technology,
business operations and administration capabilities to be so transitioned or migrated, taking into
account any issues of separation arising from the Transition Plan;
(iii) establishing transition teams;
(iv) setting regular meetings of such transition teams during the Pre-
Closing Period; and
(v) making available appropriate knowledgeable business, operations,
administration and technology personnel and any other personnel reasonably needed for such
transition and migration planning; provided that all such activities shall be in compliance with
applicable Law.
(b) During the Pre-Closing Period, upon the written request of any Party, each
Party shall (i) through their respective transition teams, cooperate in good faith with the other Party
and use commercially reasonable efforts to review the schedules to the Transition Services
Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules

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to the Transition Services Agreement that is proposed in writing by the other Party.
Notwithstanding the foregoing, no Party’s obligation to effect the Closing shall be subject to any
such amendment, supplement or update being agreed to or entered into prior to or at the Closing.
(c) Buyer shall cooperate in good faith with Seller and use commercially
reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist
and cooperate with Seller in doing, all things necessary to facilitate the provision of services under
the Transition Services Agreement. The Transition Services Agreement shall not be in effect for a
period greater than thirty-six months immediately following the Closing. The fees for services
provided under the Transition Services Agreement shall reflect the actual costs of Seller, including
overheads and benefits loading, consistent with Seller’s past practice, with respect to services
provided under the Transition Services Agreement without markup or profit margin.
(d) During the Pre-Closing Period, Seller may, but shall not be required to,
remove or redact from the Acquired Assets any confidential or proprietary data or information
(including, but not limited to, equipment configurations) not required to be delivered to Buyer
pursuant to Section 7.14; provided that if the removal of any data or information from any
equipment or system would materially impair the intended functionality of such equipment or
system as manufactured, Seller shall promptly notify Buyer prior to removal and cooperate with
Buyer in a commercially reasonable manner to: (i) identify impacted functionality, (ii) provide
reasonable information about required specifications relevant to maintaining such intended
functionality (without disclosing Seller’s confidential or proprietary data or information), and (iii)
maintain or restore such functionality as fully as reasonably possible.
Section 7.11 Transaction Impact Mitigation.
(a) The Parties shall use commercially reasonable efforts to seek to minimize
negative impacts of the Transactions on affected System customers, including customer rate
impacts and the continuation, termination or modification of customer demand-side management,
energy efficiency, facilities charges, net metering, bill discount, low income weatherization,
community solar and other comparable programs, in each case to the extent within such Party’s
respective control and subject to applicable Law, including the terms and conditions of any
regulatory approvals, orders, authorizations, consents or other rulings of any Governmental Body
(including any state public utility commission) issued in connection with or otherwise pertaining
to the Transactions (collectively, the “Applicable Regulatory Orders”).
(b) Following the Closing, and to the extent required or permitted by, and
subject to, the Applicable Regulatory Orders, affected System customers shall convert to Buyer’s
rate methodology, including the cost allocation, rate design, and related ratemaking frameworks
set forth or contemplated therein.
(c) Except to the extent otherwise provided in any of the other Transaction
Agreements, to the extent any new metering, metering upgrades, or metering reconfiguration is
necessary to separate, for billing purposes, Idaho and Oregon customers as a result of the
Transactions or the implementation of the Applicable Regulatory Orders, the Party that bills and
collects the revenue resulting from the metered data (the “Billing Party”) shall be responsible for
all reasonable and documented costs of procuring, installing and commissioning such metering

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and any related systems and equipment required to enable such billing. The non‑Billing Party shall
reasonably cooperate with the Billing Party, at the Billing Party’s expense, in effectuating such
metering separation in accordance with the applicable Transaction Agreements.
(d) Nothing in this Section 7.11 shall require either Party to (i) take or omit to
take any action that would violate applicable Law or the Applicable Regulatory Orders,
(ii) concede any material position in any regulatory Proceeding except as required by the
Applicable Regulatory Orders, or (iii) commit to any specific rate, program design or ratemaking
outcome not required by the Applicable Regulatory Orders. For the avoidance of doubt, the
obligations in this Section 7.11 are intended to be interpreted and applied in a manner consistent
with, and subject to, the Applicable Regulatory Orders, and nothing contained herein creates any
third-party beneficiary rights.
(e) The Parties acknowledge and agree that the construction of that certain 500-
kilovolt transmission line by Seller and certain third parties from Boardman, Oregon to
Hemingway Substation located in Owyhee County, Idaho (the “B2H Project”) is intended and
necessary to serve customers in Oregon and anticipated to benefit the Business and the System.
(f) The Parties agree that if the balances of either or both of accounts 254402
and 254404 identified in Schedule 1.01(e) are greater than zero, Buyer shall credit all amounts in
such accounts to the applicable customers on a pro rata basis and the amounts contained in such
accounts shall not be retained by Buyer.
(g) Buyer hereby agrees that if Seller is not reasonably able to obtain consent
to assign its existing interconnection agreements with the owners of the projects identified in
Schedule 7.11(g) (the “PURPA Projects”) to Buyer, Buyer shall negotiate in good faith with the
owners of the PURPA Projects and use its commercially reasonable efforts to enter into new
interconnection agreements (the “New GIAs”) with each of the PURPA Projects no later than the
Closing Date, each on substantially similar terms as the existing interconnection agreement that
each such PURPA Project has with Seller, and Buyer shall maintain its interconnection with each
PURPA Project in accordance with its corresponding New GIA for so long as Seller has a power
purchase agreement in effect with such PURPA Project. Seller shall promptly notify Buyer in
writing of the termination of any power purchase agreement with any PURPA Project.
(h) From and after the Closing, Seller shall, and shall cause its Affiliates to,
promptly pay or deliver to Buyer (or its designated Affiliate) any monies, payments or checks that
have been received by Seller or any of its Affiliates after the Closing from customers, suppliers or
other business relations of the System to the extent that they are related to the System and are in
respect of an Acquired Asset or Assumed Liability hereunder. Buyer shall, and shall cause its
Affiliates to, promptly pay or deliver to Seller (or its designated Affiliate) any monies, payments
or checks that have been received by Buyer or any of its Affiliates after the Closing (i) from
customers, suppliers, or other business relations of Seller to the extent that they are not related to
the System or (ii) from customers, members, suppliers, or other business relations of Seller or
Buyer to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder.
The Parties agree to treat the ultimate recipient of any such monies, payments or checks as having
received the payment ab initio for all applicable tax purposes.

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Section 7.12 Prorations.
(a) With respect to each Owned Real Property, all normal and customarily
proratable items, including operating expenses, utilities, and assessments and other operating
expenses and fees, with respect to each Owned Real Property shall be prorated as of the
Measurement Time, with Seller being charged or credited, as appropriate, for all of the same
attributable to the period up to the Measurement Time (and credited for any amounts paid in
connection with the Business and attributable to the period on or after the Measurement Time, if
assumed by Buyer) and Buyer being responsible for, and credited or charged, as the case may be,
for all of the same attributable to the period on and after the Measurement Time. For clarity, the
proration of personal property Taxes and real estate Taxes is addressed in Section 7.02(a).
(b) With respect to each Owned Real Property, the final readings and final
billings for utilities will be made by Seller as of the business day immediately preceding the
Closing Date, in which case Seller shall pay all such bills with respect to its Owned Real Property
as of such date. Otherwise, a proration shall be made based upon the Parties’ good faith and
reasonable estimate.
Section 7.13 Environmental Investigations and Reporting. Unless expressly required by
any Environmental Law or any Environmental License (in which case, Buyer shall notify Seller in
advance of any report or notification to any Governmental Body so as to permit Seller to have a
reasonable opportunity to examine and provide commentary on related records and evidence), or
with the prior written permission of Seller, Buyer shall not conduct any environmental
investigations on the Real Property or report or notify any applicable Governmental Body of the
discovery of any releases of Hazardous Substances at, on or under the Real Property prior to the
Closing Date and for two years following the Closing Date, whether discovered prior to or after
the Closing Date. This Section 7.13 shall survive the Closing Date for four years after Closing.
Section 7.14 Delivery of Business Records and Related Materials. Seller shall, to the
extent in Seller’s or its Affiliate’s possession, custody or control and subject to applicable Law
and contractual confidentiality obligations (with permissible redactions of competitively sensitive,
personal identifying or privileged information, which redactions shall be narrowly tailored and not
materially diminish the usefulness of the information), deliver, or cause to be delivered, to Buyer
copies of the following items, in each case solely to the extent such items primarily relate to the
Business and in a format reasonably accessible by Buyer: (a) customer lists, data from operating
systems and information databases (including customer load data), books and records, meter
reading and service data, and operating and maintenance records; (b) environmental reports
relating to the Real Property; and (c) warranty information and engineering design plans, GIS
mapping data, blueprints and as-built plans and specifications and procedures. Such deliveries
shall be made on the Closing Date, and may be provided in electronic form (including native data
files) or hard copy; provided that Seller shall not be required to create or generate new information,
analyses or reports that do not already exist in the ordinary course. For clarity, Seller’s obligations
under this Section 7.14 do not extend to records that (i) do not primarily relate to the Business, (ii)
relate primarily to Excluded Assets (including any supporting work papers relating to Taxes
constituting Excluded Assets), or (iii) constitute information that is attorney-client privileged or
attorney work product (and no privilege shall be waived by any such delivery). The Parties shall

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cooperate in good faith to obtain any required third-party consents for the transfer of the foregoing
items, as applicable.
Section 7.15 Transitional Use of Seller Intellectual Property.
(a) Seller hereby grants Buyer a limited, non-exclusive, non-transferable,
royalty-free license to use Seller’s trademarks, trade names, logos, brand identifiers, copyrights,
and other intellectual property (collectively, the “Seller Intellectual Property”) for a period of three
months following the Closing (the “Transition Period”) solely as necessary to operate the Business
in the ordinary course and to facilitate the removal of the Seller Intellectual Property from the
Business and the Acquired Assets. Buyer shall not alter the appearance of the Seller Intellectual
Property or deviate from the manner in which the Seller Intellectual Property was used
immediately prior to the Closing. All goodwill arising from Buyer’s use of the Seller Intellectual
Property during the Transition Period inures to Seller.
(b) Buyer shall, during the Transition Period, use commercially reasonable efforts
to rebrand, remove, or replace the Seller Intellectual Property from the Business’s products,
services, materials, websites, packaging, domain names, and other customer-facing assets, and
shall cease all use of the Seller Intellectual Property no later than the end of the Transition Period.
Buyer shall not: (i) use the Seller Intellectual Property in a manner that suggests ongoing affiliation
with Seller during or after the Transition Period; (ii) register, apply to register, or maintain any
domain name, social media handle, or corporate name incorporating the Seller Intellectual
Property; or (iii) challenge or assist any Third Party in challenging Seller’s rights in the Seller
Intellectual Property. Upon expiration of the Transition Period, Buyer shall promptly discontinue
all use of the Seller Intellectual Property and, at Seller’s request, certify in writing its compliance
with this paragraph.
(c) Nothing in this provision conveys to Buyer any ownership or other rights in
or to the Seller Intellectual Property beyond the limited license expressly set forth herein, and
Seller reserves all rights not expressly granted. Seller may terminate the foregoing license upon
written notice to Buyer in the event of Buyer’s material breach of this provision that remains
uncured for ten days after written notice thereof.
ARTICLE 8
INDEMNIFICATION
Section 8.01 Indemnification of Buyer. Subject to the limitations set forth in this Article
8, Seller will indemnify Buyer, its Affiliates and their respective officers, directors, employees,
and equityholders (collectively, the “Buyer Indemnified Parties”) from and against any Losses
proximately caused by the following:
(a) any breach of any representation or warranty made by Seller in this
Agreement (other than any Seller Fundamental Representation or Tax Representation);
(b) any breach of any Seller Fundamental Representation;
(c) any breach of any Tax Representation;

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(d) any breach by Seller of any covenant, obligation or agreement made by
Seller in this Agreement; or
(e) any Excluded Asset or Excluded Liability.
Section 8.02 Indemnification of Seller. Subject to the limitations set forth in this Article
8, Buyer will indemnify Seller, its Affiliates and their respective officers, directors, employees,
and equityholders (collectively, the “Seller Indemnified Parties”) from and against any Losses
proximately caused by the following:
(a) any breach of any representation or warranty made by Buyer in this
Agreement (other than any Buyer Fundamental Representation);
(b) any breach of any Buyer Fundamental Representation;
(c) any breach by Buyer of any covenant, obligation or agreement made by
Buyer in this Agreement; or
(d) any Acquired Asset or Assumed Liability.
Section 8.03 Claim Procedure. In the event that any Indemnified Party desires to seek
indemnification under this Article 8, including, for the avoidance of doubt, pursuant to Section
8.04, the Indemnified Party will give reasonably prompt written notice to the Indemnifying Party,
specifying the facts constituting the basis for such claim and the amount, to the extent known, or
a good faith estimate of the amount of Losses asserted with respect to such claim and the method
of computation of such Losses (each such notice, a “Claim Notice”); provided, however, that the
failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the
Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party
is materially prejudiced by such failure. If the Indemnifying Party disputes such claim for
indemnification, it will notify the Indemnified Party within 45 days after its receipt of the
applicable Claim Notice, whereupon the Indemnified Party and the Indemnifying Party will meet
and attempt in good faith to resolve their differences with respect to such claim for indemnification.
If the dispute has not been resolved within 45 days after the Indemnifying Party notifies the
Indemnified Party of its dispute under this Section 8.03, then the Indemnified Party may initiate
litigation in accordance with Section 11.08. The Indemnified Party will have the burden of proof
in establishing its right to indemnification and the amount of Losses suffered by such Person. Any
amounts payable under this Article 8 will be treated by the Parties as an adjustment to the Purchase
Price.
Section 8.04 Third Party Claims.
(a) Without limiting Section 8.03, in the event that any Indemnified Party
desires to make a claim against any Indemnifying Party in connection with any Proceeding of a
Third Party at any time instituted against or made upon such Indemnified Party for which such
Indemnified Party may seek indemnification under this Agreement (each, a “Third Party Claim”),
such Indemnified Party will promptly notify the Indemnifying Party of such Third Party Claim,
including by delivering a Claim Notice to the Indemnifying Party with respect thereto; provided,
however, that the failure of the Indemnified Party to promptly notify the Indemnifying Party

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pursuant to this Section 8.04 and Section 8.03 will not relieve the Indemnifying Party of its
obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by
such failure.
(b) The Indemnifying Party will have the right to assume the defense and
control of any Third Party Claim with counsel of its choice by providing written notice to the
Indemnified Party within 45 days after the Indemnifying Party has received notice of such Third
Party Claim; provided that the Indemnifying Party will not have the right to assume or continue
control of the defense of any Third Party Claim to the extent: (i) the Third Party Claim relates to
or arises in connection with any criminal proceeding against the Indemnified Party; or (ii) the Third
Party Claim only seeks an injunction or other equitable relief against the Indemnified Party;
provided, further, that, notwithstanding clauses (i) and (ii) above, in no case will any Indemnified
Party be allowed to control any Proceedings with respect to a Third Party Claim involving Taxes
that constitute a Excluded Liability.
(c) If the Indemnifying Party assumes the defense of a Third Party Claim
pursuant to Section 8.04(b), the Indemnifying Party may not consent to the entry of any judgment
or enter into any settlement without the prior written consent of the Indemnified Party, which
consent will not be unreasonably withheld, delayed or conditioned, except that no such consent
will be required if (i) the sole relief provided is monetary damages (including any expenses and
fees), (ii) the settlement does not entail any admission of liability on the part of the Indemnified
Party, and (iii) the settlement includes an unconditional release of the Indemnified Party from all
liability with respect to such Third Party Claim.
(d) If the Indemnifying Party assumes the defense of a Third Party Claim
pursuant to Section 8.04(b), then the Indemnified Party will be entitled to participate in the defense
of such claim at its own expense.
(e) If the Indemnifying Party does not assume the defense of a Third Party
Claim after receipt of notice of such Third Party Claim from the Indemnified Party pursuant to
Section 8.04(b), then the Indemnified Party may defend against such claim in such manner as it
deems reasonably appropriate and is consistent with the provisions hereof. The Indemnified Party
may not settle such claim without the written consent of the Indemnifying Party, which consent
will not be unreasonably withheld, delayed or conditioned.
(f) The Indemnified Party will cooperate in good faith and in all respects with
the Indemnifying Party and its representatives (including its counsel) in the investigation,
negotiation, settlement, trial or defense of any Third Party Claim (and any appeal arising
therefrom), including by making records and personnel reasonably available to the Indemnifying
Party. The Parties will cooperate with each other in any notifications to and information requests
of any insurers.
Section 8.05 Limitations on Indemnification.
(a) The respective Indemnified Parties will not be entitled to recover or assert
any claim pursuant to Section 8.01(a) or Section 8.02(a) unless and until such Indemnified Parties
have incurred aggregate Losses for which such Indemnified Parties are entitled to indemnification

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pursuant to Section 8.01(a) or Section 8.02(a), as applicable, in an aggregate amount in excess of
three percent (3.00%) of the Purchase Price (the “Deductible Amount”) and then only to the extent
that such aggregate amount of Losses exceeds the Deductible Amount. The respective Indemnified
Parties will not be entitled to recover or assert any claim for recovery in excess of ten percent
(10.00%) of the Purchase Price (the “Cap”). The limitations on indemnification set forth in this
Section 8.05(a) will not apply to any claim made by: (i) in the case of a Buyer Indemnified Party,
pursuant to Section 8.01(b), Section 8.01(c), Section 8.01(d) or Section 8.01(e) or claims of Fraud
committed by Seller, or (ii) in the case of a Seller Indemnified Party, pursuant to Section 8.02(b),
Section 8.02(c), Section 8.02(d) or claims of Fraud committed by Buyer.
(b) The respective Indemnified Parties will not be entitled to recover or assert
any claim for an amount of Losses pursuant to Section 8.01(b), Section 8.01(c), Section 8.01(d),
Section 8.02(b) or Section 8.02(c), if, when aggregated with any amounts previously paid or to be
paid by the applicable Indemnifying Party pursuant to this Article 8, is in excess of the Purchase
Price. Notwithstanding anything to the contrary set forth herein, the foregoing limitations on
indemnification set forth in this Section 8.05(b) will not apply to any claim made: (i) in the case
of a Buyer Indemnified Party, pursuant to Section 8.01(e) or claims of Fraud committed by Seller
or (ii) in the case of a Seller Indemnified Party, pursuant to Section 8.02(d) or claims of Fraud
committed by Buyer.
(c) The amount of any recovery by any Indemnified Party under Section 8.01
or Section 8.02, as applicable, will be reduced by the amounts recovered or recoverable by the
Indemnified Parties under any applicable insurance policies, contractual rights, including any
rights to indemnification, or other collateral sources as a result of the facts that entitled the
Indemnified Parties to recover from the Indemnifying Parties under Section 8.01 or Section 8.02,
as applicable. Each Indemnified Party agrees to make and diligently pursue all claims and to collect
any amounts recoverable under applicable insurance policies (other than self-insurance policies),
indemnification agreements, Contracts and similar rights and to seek recovery under all applicable
insurance policies, indemnification agreements, Contracts and similar rights for all Losses to the
extent such Losses are covered by such insurance policy, indemnification agreement, Contract or
similar right of such Indemnified Party. In the event that an insurance or other recovery is made
by any Indemnified Party with respect to any Losses for which any Indemnified Party has been
indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made
promptly to the applicable Indemnifying Party.
(d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE INDEMNIFIED PARTIES WILL NOT BE ENTITLED TO ASSERT ANY CLAIM FOR
INDEMNIFICATION UNDER THIS ARTICLE 8 WITH RESPECT TO OR RECOVER, NOR
WILL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO
INCLUDE, (i) CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE
CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DAMAGES
CONSISTING OF BUSINESS INTERRUPTION LOSSES OR LOST PROFITS, DIMINUTION
IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE,
DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN
ARRIVING AT THE PURCHASE PRICE, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES, OR (ii) DAMAGES BASED UPON, ARISING OUT OF, WITH
RESPECT TO OR BY REASON OF THE BREACH OR NON-PERFORMANCE BY ANY

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INDEMNIFIED PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES,
COVENANTS, OBLIGATIONS, OR AGREEMENTS TO BE PERFORMED BY SUCH
INDEMNIFIED PARTY PURSUANT TO THIS AGREEMENT.
(e) In no event will any Indemnified Party be entitled to indemnification for the
same Losses from more than one source. The Indemnified Parties will not be entitled to recover
any Losses relating to any matter arising under, or any facts and circumstances relating to or arising
out of, a provision of this Agreement to the extent that the Indemnified Parties have already
recovered Losses with respect to such matter pursuant to another provision of this Agreement. If
a state of facts exists that would allow an Indemnified Party to seek recovery under both Section
8.01(a), Section 8.01(b) or Section 8.01(c), on the one hand, and Section 8.01(d), on the other
hand, then such Indemnified Party only may seek recovery for Losses under Section 8.01(a),
Section 8.01(b) or Section 8.01(c), as applicable.
(f) Each Indemnified Party will use, and will cause all other Indemnified
Parties to use, commercially reasonable efforts to mitigate all Losses upon and after becoming
aware of any event that would reasonably be expected to give rise to Losses, including by
(i) making and diligently pursuing all claims under and collecting all amounts recoverable under
any applicable insurance policies (other than self-insurance policies), indemnification agreements,
Contracts and other similar rights for all Losses to the extent such Losses are covered by such
insurance policy, indemnification agreement, Contract or similar right of such Indemnified Party,
(ii) incurring costs only to the minimum extent necessary to remedy any breach or remediate any
other situation, and (iii) refraining from taking any action that might give rise to, or otherwise
encouraging or soliciting, any Third Party Claim.
Section 8.06 Exclusive Remedy. Except as expressly provided in Section 11.12 and
except in the case of Fraud, the Parties acknowledge and agree that the indemnification set forth
in this Article 8 will be the sole and exclusive remedy of the Buyer Indemnified Parties, on the one
hand, and the Seller Indemnified Parties, on the other hand, for any Losses sustained or incurred
by such Persons or their successors and assigns in connection with this Agreement, the Bill of Sale,
the Real Property Deeds, the Real Property Affidavits, the Seller’s Officer’s Certificate or the
Buyer’s Officer’s Certificate, and each Party hereby waives, on behalf of such Party and the
Indemnified Parties affiliated with such Party and their respective successors and assigns all other
rights and remedies it may have hereunder, at law, in equity or otherwise.
Section 8.07 Survival of Representations, Warranties and Covenants. The
representations and warranties in this Agreement (other than the Fundamental Representations and
the Special Representations) will survive the Closing for a period of 12 months after the Closing
Date. The Fundamental Representations will survive the Closing indefinitely after the Closing
Date. The Special Representations will survive the Closing as follows: (a) Environmental
Representations will survive the Closing for a period of 18 months after the Closing Date; (b) Tax
Representations will survive until the expiration of the statute of limitations with respect to audits
for matters described therein; and (c) Financial Representations will survive until later of (i) 12
months after the Closing Date or (ii) the expiration of Seller’s first full audit cycle that concludes
after the Closing Date, provided, that, in no event shall the Financial Representations survive past
the date that is 18 months after the Closing Date. The covenants, obligations and agreements of
the Parties will survive the Closing in accordance with their respective terms or, if no such term is

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provided, for a period of 36 months after the Closing. After the end of the applicable survival
period, no claim for breach of such representations, warranties, covenants, obligations or
agreements, or claim for indemnification with respect thereto, may be brought, unless the
Indemnified Party gave written notice thereof to the Indemnifying Party before the expiration of
such applicable survival period, in which case the right of the Party providing such written notice
to assert its right to indemnification as to the matters so noticed will not expire until the dispute is
resolved under the terms of this Agreement.
ARTICLE 9
CONDITIONS TO CLOSING
Section 9.01 Conditions to Seller’s Obligations. The obligation of Seller to consummate
the Transactions is subject to the fulfillment of all of the following conditions on or before the
Closing Date:
(a) The representations and warranties contained in Article 5 must be accurate
in all material respects as of the Effective Date and as of the Closing Date as though then made,
except to the extent that any representation or warranty is limited by its terms to a specific date or
range of dates (in which case such representation and warranty need only be accurate on the date
or during the range of dates so specified).
(b) All material covenants and agreements of Buyer to be performed hereunder
through and including the Closing Date (including all covenants and agreements Buyer would be
required to perform at the Closing if the Transactions were consummated) must have been fully
performed or complied with in all material respects, other than the covenants and agreements set
forth in Section 3.02(c), which must have been fully performed or complied with in all respects.
(c) All deliverables described in Section 3.02(c), except the payment described
in Section 3.02(c)(i), shall have been duly received or waived by Seller.
Section 9.02 Conditions to Buyer’s Obligations. The obligation of Buyer to consummate
the Transactions is subject to the fulfillment of all of the following conditions on or before the
Closing Date:
(a) The representations and warranties of Seller set forth in Article 4 (other than
the Seller Fundamental Representations) must be accurate as of the Closing Date as though made
on and as of the Closing Date (without giving effect to any limitations as to “materiality”, “material
adverse effect” or “Material Adverse Effect” set forth therein), except (i) to the extent that any
representation or warranty is limited by its terms to a specific date or range of dates (in which case
such representation and warranty need only be accurate on the date or during the range of dates so
specified) and (ii) if the failure of such representations and warranties to be accurate would not
have a Material Adverse Effect. The Seller Fundamental Representations must be accurate in all
material respects as of the Effective Date and as of the Closing Date as though then made, except
to the extent that any representation or warranty is limited by its terms to a specific date or range
of dates (in which case such representation and warranty need only be accurate on the date or
during the range of dates so specified).

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(b) All material covenants and agreements of Seller to be performed hereunder
through and including the Closing Date (including all covenants and agreements Seller would be
required to perform at the Closing if the Transactions were consummated, except Section
3.02(b)(ii), which filings shall be made on or immediately following the Closing), must have been
fully performed or complied with in all material respects.
(c) There shall not have occurred any Material Adverse Effect that is continuing
and which Seller has declined or failed to cure within 60 days after Seller’s receipt of written notice
thereof from Buyer.
(d) All deliverables described in Section 3.02(b) shall have been duly received
or waived by Buyer, except Section 3.02(b)(vi), which shall be delivered as soon as reasonably
practicable following the Closing.
Section 9.03 Additional Conditions to the Parties’ Obligations. The obligation of each
Party to consummate the Transactions is subject to the fulfillment of all of the following conditions
on or before the Closing Date:
(a) No Law that prevents the consummation of the Transactions will be in
effect.
(b) No Order issued by any court of competent jurisdiction that prevents the
consummation of the Transactions will be in effect.
(c) All waiting periods (and extensions thereof) set forth in the HSR Act will
have expired or been terminated.
(d) The Parties shall have received the approval of each Governmental Body
listed on Schedule 6.03 applicable to such Party (collectively, the “Regulatory Approvals”), each
in form and substance reasonably satisfactory to each Party.
(e) The Parties shall have received the Third Party consents listed on Schedule
6.03(a) applicable to such Party (collectively, the “Required Third Party Consents”), each in form
and substance reasonably satisfactory to each Party.
(f) The Sales Agreement, the Wheeling Agreement, the Territory Allocation
Agreement and the Transition Services Agreement shall each have been prepared in form and
substance reasonably satisfactory to each Party, and all deliveries described in Section 3.02(a) shall
have been duly received by or waived by the Parties.
(g) The Territory Allocation Agreement, substantially in the form of Exhibit E
attached hereto, shall have been duly executed by each Party and remain in full force and effect.
ARTICLE 10
TERMINATION
Section 10.01 General. The Parties will have the rights and remedies with respect to the
termination of this Agreement that are set forth in this Article 10.

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4914-3412-4175.2
Section 10.02 Rights to Terminate. This Agreement and the Transactions may be
terminated at any time before the Closing:
(a) by the mutual written consent of Buyer and Seller;
(b) by either Buyer or Seller by prompt written notice if the Closing has not
occurred at or before 11:59:59 p.m. Mountain Time on December 31, 2027 (the “Termination
Date”), provided that the right to terminate this Agreement under this Section 10.02(b) will not be
available to any Party whose failure to fulfill any of its obligations under this Agreement has been
the cause of or resulted in the failure of the Closing to occur on or before such date;
(c) by Buyer by prompt written notice if any of the representations or
warranties of Seller set forth in Article 4 are not accurate, or if Seller has failed to perform any
covenant or agreement on the part of Seller, as applicable, set forth in this Agreement (including
an obligation to consummate the Transactions at the Closing), such that the conditions to the
Closing set forth in either Section 9.02(a) or Section 9.02(b) are not capable of being satisfied as
of the Closing and the breach or breaches causing such representations or warranties not to be
accurate, or the failures to perform any covenant or agreement, as applicable, are not cured within
20 Business Days after written notice thereof is delivered to Seller, provided that Buyer is not then
in breach of this Agreement such as would cause the condition to the Closing set forth in either
Section 9.02(a) or Section 9.02(b) to not be satisfied as of the Closing;
(d) by Seller by prompt written notice if any of the representations or warranties
of Buyer set forth in Article 5 is not accurate, or if Buyer has failed to perform any covenant or
agreement on the part of Buyer set forth in this Agreement (including an obligation to consummate
the Closing), such that the conditions to the Closing set forth in either Section 9.01(a) or Section
9.01(b) are not capable of being satisfied as of the Closing and the breach or breaches causing such
representations or warranties not to be accurate, or the failures to perform any covenant or
agreement, as applicable, are not cured within 20 Business Days after written notice thereof is
delivered to Buyer, provided that Seller is not then in breach of this Agreement such as would
cause the condition to the Closing set forth in Section 9.02(a) or Section 9.02(b) from being
satisfied as of the Closing; provided further that neither a breach by Buyer of Section 5.07 nor the
failure to deliver the Purchase Price contemplated by Section 3.02(c) at the Closing (or the date on
which the Closing would have occurred but for the breach of this Agreement by Buyer) will be
subject to cure hereunder unless otherwise agreed to in writing by Seller;
(e) by Buyer or Seller by prompt written notice if there is in effect a final, non-
appealable Order of a court of competent jurisdiction in effect precluding consummation of the
Transactions, provided that the right to terminate this Agreement under this Section 10.02(e) will
not be available to any Party whose failure to fulfill any of its obligations under this Agreement
has been the cause of or resulted in such Order;
(f) by Buyer or Seller by prompt written notice if (i) a Governmental Body
responsible for issuing any Regulatory Approval issues an Order that (a) precludes consummation
of the Transactions or (b) otherwise stipulates as a condition of its approval that the Transactions
be modified, supplemented, or amended in any manner that, taken as a whole, materially and
adversely alters the economic effects of the Transactions as contemplated by this Agreement, and

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4914-3412-4175.2
(ii) such Order has become final and non-appealable after the Parties have sought to challenge
such Order with the applicable Governmental Bodies, including seeking relief from a court of
competent jurisdiction
(g) by Buyer if all conditions to the Closing are satisfied (other than such
covenants and agreements the Parties would be required to perform at the Closing if the
Transactions were consummated) other than the condition to the Closing set forth in Section
9.02(c) (following Buyer’s notice of the failure of such condition and the expiration of the 60 day
cure period set forth in Section 9.02(c));
(h) by Buyer or Seller if the aggregate Casualty Estimate for Events of Loss
pursuant to Section 6.08(b) exceeds the Casualty Loss Threshold, provided that if the aggregate
Casualty Estimate for Events of Loss pursuant to Section 6.08(b) exceeds the Casualty Loss
Threshold, either Party may make a one-time election to delay Closing by a period of up to six
months (but not beyond the Termination Date), or such shorter period as mutually agreed upon by
the Parties, by giving written notice of such election to the other Party (a “Closing Delay Notice”),
and during such period, the other Party may not exercise its right to terminate this Agreement
under this clause (h), provided, further, that if a Party exercises its termination rights pursuant to
this clause (h) and Closing has not previously been delayed pursuant to a Closing Delay Notice
under this clause (h), the non-terminating Party shall have three Business Days to deliver to the
terminating Party a Closing Delay Notice, and the terminating Party’s termination hereunder shall
not be effective unless the non-terminating Party does not deliver a Closing Delay Notice to the
terminating Party during such three Business Day period;
(i) by Buyer or Seller if the aggregate amount of Disapproved Capital
Expenditures actually made by Seller during the Pre-Closing Period is $5,000,000.00 or more;
(j) by Buyer, within ten Business Days of a final good faith determination by
the Parties that Buyer sustained a Casualty during the Pre-Closing Period directly affecting,
damaging, or destroying Buyer’s assets or its operations directly resulted in Buyer sustaining
uninsured property damages of greater than $15,000,000.00 (a “Terminating Loss”), provided that
in the event of a Terminating Loss, either Party may make a one-time election to delay Closing by
a period of up to six months (but not beyond the Termination Date), or such shorter period as
mutually agreed upon by the Parties, by delivery of a Closing Delay Notice to the other Party and
during such period, Buyer may not exercise its right to terminate this Agreement under this clause
(j), provided, further, that if Buyer exercises its termination rights pursuant to this clause (j) and
Closing has not previously been delayed pursuant to a Closing Delay Notice under this clause (j),
Seller shall have three Business Days to deliver to Buyer a Closing Delay Notice, and Buyer’s
termination hereunder shall not be effective unless Seller does not deliver a Closing Delay Notice
during such three Business Day period. To the extent Buyer asserts that a Terminating Loss has
occurred, Seller shall have the right to review all reports, findings and documents prepared or
issued by Buyer or any insurance adjuster relating thereto, and Buyer shall, and shall cause its
Affiliates and representatives to, timely deliver copies of all such documents to Seller for its
review; or

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4914-3412-4175.2
(k) by Seller, if any Effect which has arisen on or after the Effective Date and
in whole or in part as a result of, or in response to, the Transactions, has had or would be reasonably
likely to have a material adverse effect on the B2H Project.
Section 10.03 Effect of Termination. If this Agreement is terminated pursuant to Section
10.02, then each of the Parties will be relieved of their respective duties and obligations under this
Agreement to the extent that such duties and obligations would otherwise arise after the date of
such termination and no Party will have any claim against or liability to any other Party, unless the
circumstances giving rise to the termination of this Agreement were caused by a Party’s willful
breach of a material representation, warranty, agreement or covenant set forth in this Agreement,
in which event termination of this Agreement will not be deemed or construed as limiting or
denying any legal or equitable right or remedy of the non-breaching Party. If, following the
termination of this Agreement, any litigation or other Proceeding is commenced by any Party to
pursue any legal or equitable right or remedy against any other Party whose willful breach of a
material representation, warranty, covenant or agreement herein results in the termination of this
Agreement, all fees, costs and expenses, including reasonable attorneys’ fees and court costs,
incurred by the prevailing Party in such litigation or other Proceeding will be reimbursed by the
losing Party; provided that, if a Party to such litigation or other Proceeding prevails in part, and
loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other
Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party on
an equitable basis.
ARTICLE 11
MISCELLANEOUS
Section 11.01 Expenses. Except as otherwise specifically provided herein, including
Section 11.09, all costs and expenses, including attorneys’ fees and expenses, arising from or
incident to the Transaction Agreements and the Transactions will be borne by the Party incurring
such costs and expenses. Notwithstanding the foregoing, the fees and expenses arising from the
recording of the Real Property Deeds shall be paid 50% by Buyer and 50% by Seller and issuance
of the Title Policies shall be paid in accordance with Section 6.10(a).
Section 11.02 No Third-Party Beneficiaries. Except as otherwise provided for in Article
8, this Agreement will not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.
Section 11.03 Entire Agreement. This Agreement (including the Disclosure Schedule and
any other Schedules, and any Exhibits or other appendices attached hereto) constitutes the entire
agreement between the Parties and supersedes any prior understandings, agreements or
representations by or between the Parties, written or oral, to the extent that they relate in any way
to the subject matter hereof, except that the Confidentiality Agreement is effective unless and until
the Closing has occurred.
Section 11.04 Succession and Assignment. This Agreement will be binding upon and will
inure to the benefit of the Parties and their respective successors and permitted assigns. This
Agreement may not be assigned by either Party without the prior written consent of the other Party.
Any assignment made without prior written consent required by this Section 11.04 shall be void.

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4914-3412-4175.2
Section 11.05 Counterparts. This Agreement may be executed and delivered by each Party
in separate counterparts, each of which when so executed and delivered will be deemed an original
and all of which taken together will constitute one and the same Agreement.
Section 11.06 Notices. All notices, requests, demands and other communications
permitted or required to be given or delivered hereunder will be delivered in writing by email and
shall be deemed conclusively to have been given or delivered (a) if sent by email at or before 5:00
p.m. Mountain Time on a Business Day, then on such Business Day and (b) if sent by email after
5:00 p.m. Mountain Time on a Business Day or at any time on a day that is not a Business Day,
then on the immediately following Business Day; provided, however, that any such notice, request,
demand or other communication delivered by email that has not been confirmed or acknowledged
in writing via email by the applicable recipient will only be effective if such notice, request,
demand or other communication is also delivered by hand, deposited in the United States mail,
postage prepaid, registered or certified mail, or delivered by nationally recognized private courier
on or before three Business Days after its delivery by email. All notices, requests, demands and
other communications permitted or required to be given or delivered hereunder will be addressed
as follows:
(a) If to Buyer, addressed to it at:
Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
(b) If to Seller, addressed to it at:
Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101

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4914-3412-4175.2
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
Either Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner set
forth in this Section 11.06.
Section 11.07 Governing Law. This Agreement and all disputes and controversies
hereunder will be governed by and construed in accordance with the domestic laws of the State of
Oregon without giving effect to any choice or conflict of law provision or rule (whether of the
State of Oregon or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Oregon.
Section 11.08 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.
Section 11.09 Proceedings; Attorneys’ Fees. In any Proceeding (including any appeals)
between the Parties arising out of or relating to this Agreement, the Transaction Agreements, or
the transactions contemplated hereby, including any claim for indemnification pursuant to Article
8, all fees, costs and expenses, including reasonable and documented attorneys’ fees and court
costs, incurred by the prevailing Party in such Proceeding (as determined by a final non-appealable
Order by a court of competent jurisdiction) will be reimbursed by the losing Party; provided that,
if a Party to such Proceeding prevails in part, and loses in part, the court, arbitrator or other
adjudicator presiding over such Proceeding will award a reimbursement of the fees, costs and
expenses incurred by such Party on an equitable basis. If a Party is entitled to indemnification for
the underlying claim and is also the prevailing Party under this Section 11.09, such Party may
recover its fees and costs either as indemnifiable Losses or as a fee award hereunder, but not both
to the extent that would result in a duplicative recovery. To the extent any fees and costs
recoverable hereunder are not recovered as indemnifiable Losses, such fees and costs shall not be
subject to the indemnification deductibles, baskets, thresholds or caps set forth in Article 8. A
Party’s failure or delay in seeking fees and costs under this Section 11.09 shall not constitute a
waiver of its rights, which may be sought by post-judgment or post-award motion within the time
permitted by applicable procedural rules, or as otherwise directed by the court, arbitrator or other
adjudicator.
Section 11.10 Amendments and Waivers. No amendment of any provision of this
Agreement will be valid unless the same is in writing and signed by each Party. No waiver by any
Party of any provision of this Agreement or any default, misrepresentation or breach of
representation, warranty, covenant, obligation or agreement hereunder, whether intentional or not,
will be valid unless the same is in writing and signed by the Party making such waiver, nor will
such waiver be deemed to extend to any prior or subsequent default, misrepresentation or breach
of representation, warranty, covenant, obligation or agreement hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such occurrence.
Section 11.11 Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of

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4914-3412-4175.2
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction.
Section 11.12 Specific Performance. The Parties agree that if any of the provisions of the
Transaction Agreements or any other document contemplated by this Agreement were not
performed in accordance with their specific terms or were otherwise breached, irreparable damage
would occur, no adequate remedy at law would exist and damages would be difficult to determine;
and, therefore, the Parties will be entitled to seek specific performance of the terms hereof and
thereof, without proof of actual damages (and each Party hereby waives any requirement for the
securing or posting of any bond in connection with such remedy), in addition to any other remedy
hereunder, at law, in equity or otherwise.
Section 11.13 Delivery by Electronic Transmission. This Agreement and any amendments
hereto, to the extent signed and delivered by means of .PDF or other electronic transmission, will
be treated in all manner and respects as an original contract and will be considered to have the
same binding legal effects as if it were the original signed version thereof delivered in person. At
the request of any Party, the other Party will re-execute original forms thereof and deliver them to
the other Party. No Party will raise the use of a .PDF or other electronic transmission to deliver a
signature or the fact that any signature or contract was transmitted or communicated through the
use of a .PDF or other electronic transmission as a defense to the formation of a contract and each
such Party forever waives any such defense.
[Signatures on Following Pages]

4914-3412-4175.2
Exhibit A
Form of Bill of Sale
See attached.
CONFIDENTIAL

158108807.1
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This Bill of Sale and Assignment and Assumption Agreement (this “Agreement”) is made and
entered into as of [•] by and between Oregon Trail Electric Consumers Cooperative, Inc., an Oregon
cooperative corporation dba Oregon Trail Electric Cooperative (“Buyer”), and Idaho Power Company, an
Idaho corporation (“Seller” and, together with Buyer, the “Parties”). Capitalized terms used and not
defined herein will have the respective meanings assigned to such terms in that certain Asset Purchase
Agreement, dated as of [•], 2026, by and between Seller and Buyer, (the “Asset Purchase Agreement”).
1. Pursuant to the Asset Purchase Agreement, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, effective as of the Closing, (a) Seller does
hereby sell, assign, transfer, and deliver to Buyer the Acquired Assets, and (b) Buyer does hereby
assume from Seller the Assumed Liabilities.
2. Buyer hereby agrees to execute and deliver to Seller, and Seller hereby agrees to execute and
deliver to Buyer, such additional documents, instruments, conveyances and assurances and take
such further actions as Seller or Buyer may reasonably request, to more effectively transfer to,
assign to, and vest in Buyer each item of the Acquired Assets, and to evidence Buyer’s
assumption of the Assumed Liabilities.
3. The representations, warranties, covenants and agreements of the parties hereto and the terms and
conditions set forth in the Asset Purchase Agreement will survive the execution and delivery of
this Agreement and will not be merged herein or integrated herewith.
4. This Agreement will be binding upon and will inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement may not be assigned by either Party
without the prior written consent of the other Party.
5. This Agreement and all disputes and controversies arising hereunder shall be governed by and
construed in accordance with the domestic laws of the State of Oregon without giving effect to
any choice or conflict of law provision or rule (whether of the State of Oregon or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Oregon.
6. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER.
7. This Agreement and any amendments hereto, to the extent signed and delivered by means of
.PDF or other electronic transmission, will be treated in all manner and respects as an original
contract and will be considered to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any Party, the other Party will re-
execute original forms thereof and deliver them to the other Party. No Party will raise the use of a
.PDF or other electronic transmission to deliver a signature or the fact that any signature or
contract was transmitted or communicated through the use of a .PDF or other electronic
transmission as a defense to the formation of a contract and each such Party forever waives any
such defense.
[The remainder of this page is intentionally left blank.]

[SIGNATURE PAGE TO BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered as of the date first written above.
BUYER:

OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.

By:
Name:
Title:

[SIGNATURE PAGE TO BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT]

SELLER:

IDAHO POWER COMPANY

By:
Name:
Title:

4914-3412-4175.2
Exhibit B
Form of Real Property Deed
See attached.

Page 1

After Recording Return to:
[____________]

Until requested, all tax statements
shall be sent to:
[______________]

Tax Acct No: [____________]

GRANTOR:
[_____________]

GRANTEE:
[_____________]
This space reserved for recorder's use.

SPECIAL WARRANTY DEED
[______________], a[n] [________________], with an address of [___________] (“Grantor”),
does hereby grant, bargain, sell, convey and specially warrant to [____________], a[n] [____________]
(“Grantee”), the real property situated in [____] County, Oregon and described in Exhibit A attached hereto and by
this reference incorporated herein (the “Property”), free of encumbrances created or suffered by the Grantor except
(i) property taxes for the current year and subsequent years, the payment of which Grantee assumes, (ii) rights,
easements, covenants, restrictions, rights-of-way, reservations and zoning regulations or ordinances as may appear of
record, (iii) those permitted exceptions listed on Exhibit B attached hereto and incorporated herein by reference, and
(iv) all matters that would be disclosed by a current survey of the Property, including all encroachments and
protrusions that would be shown thereon.
The true consideration for this conveyance is: Other value or property is part of or the whole consideration.
PURSUANT TO O.R.S. SECTION 93.040(1), NOTICE IS HEREBY GIVEN THAT BEFORE SIGNING
OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE
ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND
SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT
DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF
APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND
BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010
OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300,
195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007,
SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8,
OREGON LAWS 2010.
[signature and notary acknowledgment appear on the following pages]

DATED as of this ____ day of _______, 202_.
GRANTOR: [______________],
[___________________]

By:
Name: ______________________________
Its: _________________________________

STATE OF OREGON

COUNTY OF _____________

On this ____ day of _________________, 202_, before me, the undersigned notary public,
______________________ personally appeared, proved to me through satisfactory evidence of identification, which
were ________________, to be the person whose name is signed on the preceding or attached document, and
acknowledged to me that she signed it voluntarily for its stated purpose as ______________ for [________], a[n]
[___________], as the voluntary act of the [__________].

__________________________________ (official signature and seal of notary public.

EXHIBIT A TO SPECIAL WARRANTY DEED
LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS

4914-3412-4175.2

Exhibit C
Form of Sales Agreement
See attached.
Exhibit C
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 1
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY

THIS AGREEMENT FOR SUPPLY FOR POWER AND ENERGY
(“AGREEMENT”), is entered into as of the _____ day of _____________, 2026, between
the OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC., an Oregon
cooperative corporation d/b/a Oregon Trail Electric Cooperative, hereinafter referred to
as "OTEC" and IDAHO POWER COMPANY, an Idaho corporation, hereinafter referred to
as "Idaho Power" (hereinafter collectively referred to as "Parties" and individually as
"Party").
WITNESSETH:
WHEREAS, OTEC is engaged in the transmission, distribution and sale of electric
power and energy; and
WHEREAS, Idaho Power is engaged in the generation, transmission, distribution
and sale of electric power and energy; and
WHEREAS, the balancing authority electric control system metering boundary of
Idaho Power includes part of OTEC’s electrical system;
WHEREAS, Idaho Power intends to sell certain electrical transmission and
distribution assets and facilities located in the State of Oregon to OTEC ("the Assets")
under a separate Asset Purchase Agreement (“APA”);
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 2
WHEREAS, OTEC desires to purchase firm electric capacity and associated
energy from Idaho Power to service the Oregon Load, as further defined in this
Agreement; and
WHEREAS, Idaho Power desires to sell firm electric capacity and associated
energy to OTEC to service the Oregon Load as further defined in this Agreement.
NOW, THEREFORE, the Parties hereby undertake, promise and agree, as follows:
ARTICLE I - DEFINITIONS
The following terms, when used herein with initial capitalization, whether in the singular
or plural, shall have the meanings specified:
1.1 "Agreement": Shall mean this Agreement for the Supply of Power and
Energy between OTEC and Idaho Power.
1.2 "Billing Energy": Shall mean the total amount of energy delivered to OTEC
at the Point of Delivery by Idaho Power during a Billing Period, as recorded on the meters
provided by Idaho Power at the locations specified in Exhibit 2, and adjusted for losses
and the power factor.
1.3 "Billing Period": Shall be a calendar month Mountain Prevailing Time
("MPT").
1.4 “Delivery Term”: The timeframe in which Idaho Power will provide the
service under this Agreement as defined in Section 2.
1.5 “New Large Load”: Any new single load request exceeding 1 MW.
1.6 “Oregon Load”: The volume of retail electric customers historically served
by Idaho Power in its service territory in the state of Oregon as reflected in Exhibit 2 that
will be served by OTEC upon the closing of OTEC’s purchase of the Assets under the
APA , and including any organic load growth.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 3
1.7 “Points of Delivery”: Idaho Power shall deliver the services under this
Agreement to the points identified in Exhibit 2. OTEC will be responsible under this
agreement for compensating Idaho Power for the transmission service on Idaho Power’s
system to deliver Idaho Power system resources to the Oregon Load.
1.8 "Prudent Utility Practices": Shall mean the practices, methods or acts which,
in the exercise of reasonable judgment in light of the facts known at the time the decision
was made, could have been expected to be used by a prudent, skilled and experienced
owner or operator engaged in the ownership, operation, and maintenance of electric utility
assets of similar type, size and function in the United States, in a manner consistent with
good engineering practices, reliability, safety and expedition, while acting in accordance
with applicable laws, governmental approvals and applicable codes and standards.
“Prudent Utility Practices” is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be a spectrum of reasonable and prudent
practices, methods, standards, and procedures.
ARTICLE 2 - TERM AND EFFECTIVE DATE
2.1 This Agreement is being entered into pursuant to Idaho Power's Federal
Energy Regulatory Commission ("Commission") Market-Based Rate Authority, including
Idaho Power’s Market Rate Power Sale Tariff.
2.2 Subject to Idaho Public Utilities Commission and Oregon Public Utilities
Commission approval of the sale of assets, transfer of exclusive service territory, and
acceptance of the Asset Purchase Agreement between Idaho Power and OTEC for filing
without changes or conditions that are unacceptable to either Party, this Agreement shall
become effective at 0001 hours MPT on the day following the Closing Date as that term
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 4
is defined in the Asset Purchase Agreement between Idaho Power and OTEC ("Effective
Date")
2.3 Unless terminated earlier pursuant to other provisions of this Agreement,
the Initial Term of this Agreement shall run from the Effective Date to September 30, 2030
(“Initial Term”). Following the Initial Term, OTEC will have an option to request an
extension of the Delivery Term by an additional four (4) years past the expiration of the
Initial Term (“Delivery Term Extension”). To request the Delivery Term Extension, OTEC
must notify Idaho Power in writing of its request to renew and the desired length of the
Delivery Term Extension (not to exceed four (4) years) by September 30, 2029. Upon
receipt of OTEC’s request for a Delivery Term Extension, Idaho Power will evaluate
OTEC’s request to determine Idaho Power’s ability to provide service under this
Agreement and any modifications to terms and conditions, including but not limited to
pricing. The Parties must mutually agree in order for a Delivery Term Extension to become
effective. If OTEC fails to request the Delivery Term Extension by September 30, 2029,
this Agreement shall be terminated at the end of the Initial Term; provided, however,
payment and other obligations incurred hereunder prior to termination shall be preserved
until satisfied. Neither Party shall request any regulatory authority to require the other
Party to continue service beyond the date of the termination of this Agreement, nor shall
either party lend support or aid to any other entity or person which seeks to require that
service be continued beyond the date when this Agreement has been terminated. OTEC
shall not oppose any regulatory filing required to be made by Idaho Power in order to
terminate service under this Agreement after the completion of the Initial Term or Delivery
Term Extension Term. Upon mutual agreement both parties may agree to additional
extensions.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 5
ARTICLE 3 - EXHIBITS
3.1 Exhibit 1, Rate Schedule, attached hereto is part of this Agreement and by
this reference is incorporated herein.
3.2 Exhibit 2, Points of Delivery - Metering Locations, attached hereto is part of
this Agreement and by this reference is incorporated herein.
3.3 Exhibit 3, Annual Distribution Revenue Requirement, attached hereto is part
of this Agreement and by this reference incorporated herein.
3.4 Exhibit 4, Facilities to be Constructed, attached hereto is part of this
Agreement and by this reference incorporated herein.
ARTICLE 4 - AMOUNTS, CONDITIONS AND SUPPLY OF FIRM ELECTRIC
CAPACITY AND ASSOCIATED ENERGY
4.1 Subject to the rates, terms and conditions herein, for the term of this
Agreement, Idaho Power shall make available to OTEC, and OTEC shall purchase from
Idaho Power, firm electric capacity and associated energy in the amounts necessary to
meet the full electric load requirements (including transmission service) of the Oregon
Load under this Agreement. OTEC will notify Idaho Power of any New Large Loads as
early as possible prior to the load’s in-service date.
4.2 New Large Loads greater than 5 MW must be approved by Idaho Power in
advance. If Idaho Power at its sole discretion determines it is unable provide and deliver
capacity and energy for a New Large Load greater than 5 MW, OTEC will be responsible
for finding alternative arrangements for energy, capacity, transmission service, and load
following service to serve such New Large Loads. OTEC will notify Idaho Power of any
New Large Loads greater than 5 MW as early as possible prior to the load’s in-service
date.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 6
4.3 The energy and capacity provided under this Agreement will be sourced
from Idaho Power’s system overall and will not be attributed to any particular resource or
subset of resources.
4.4 Idaho Power will provide ancillary services as described in Exhibit 1.
4.5 Idaho Power is delivering the energy and capacity to the points of delivery
identified in Exhibit 2. Idaho Power shall construct and operate its transmission system
to meet the reliable electric needs of OTEC’s load under this PPA in accordance with
Idaho Power’s Open Access Transmission Tariff (“OATT”).
4.6 As of the date of this Agreement, Idaho Power is a participant in the Western
Resource Adequacy Program (“WRAP”). During the Initial Term and any Delivery Term
Extension, Idaho Power will include the Oregon Load in its WRAP Forward Showing
Capacity Requirement.
4.7 Any Renewable Energy Certificates associated with the production of
energy from Idaho Power’s facilities are owned by Idaho Power, and this Agreement
conveys no rights to such Renewable Energy Certificates.
4.8 The carbon emissions associated with the energy and capacity provided
under this Agreement are from Idaho Power’s system, and any emissions factors will be
substantially similar to the carbon emissions from Idaho Power’s overall generation
portfolio.
4.9 This is a contract for delivered wholesale capacity and energy. Nothing in
this Agreement shall grant any rights or obligate any party to provide any services
hereunder directly to or for retail customers of the other party. Idaho Power and OTEC
each are and remain solely responsible for delivery of energy to their load and for load
service in their service territory(ies).
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 7
ARTICLE 5 - CHARGES
5.1 Each Billing Period, OTEC shall pay Idaho Power a Monthly Charge,
calculated as provided for in Exhibit 1, for the capacity and energy provided pursuant to
this Agreement.
5.2 Each Billing Period, OTEC shall reimburse Idaho Power for transmission
services incurred in providing the services hereunder. For transmission services, Idaho
Power pays its transmission function a Monthly Demand Charge associated with the
Billing Energy. The Monthly Demand Charge is calculated according to Sections 34.1,
34.2 and 34.3 and Attachment H of the Idaho Power OATT.
5.3 Each Billing Period, OTEC shall pay Idaho Power for use of distribution
facilities (i.e. facilities less than 46 kV) in providing the services hereunder based upon
OTEC’s Distribution Load Ratio Share of the Annual Distribution Revenue Requirement
specified in Exhibit 3. The Distribution Load Ratio Share is defined as the ratio of the
OTEC’s distribution network Load to the Idaho Power Transmission Service Provider’s
total Distribution Load (transmission system load less load served at transmission level
and transmission losses).
5.4 Each Billing Period, OTEC shall pay a monthly metering charge for the
meters provided by Idaho Power, to be adjusted periodically and updated in Exhibit 2.
5.5 OTEC shall reimburse Idaho Power for the facilities to be constructed as
identified in Exhibit 4.
5.6 Adjustment for Reactive Power: The power delivered at the Point of Delivery
shall be at a power factor listed in the table below, leading or lagging, unless mutually
agreed otherwise. For the purposes of this reactive power adjustment, Points of Delivery
shall be aggregated per the Reactive Power Grouping column in Exhibit 2. Should the
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 8
delivered power fall outside the applicable band, the Transmission Provider will adjust the
integrated demand to determine the Billing Demand as stated below.
POD Power Factor When Adjustment
Transmission –
average power factor
98% or higher
The average power
factor <98% leading or
lagging during the billing
period
By multiplying the kW demand
by 98% and dividing by the
actual average power factor
Distribution – at 90%
or higher at peak
The power factor at
peak <90% leading or
lagging during the billing
period
By multiplying the kW of
demand by 90% and dividing
by the actual average power
factor.

ARTICLE 6 - PAYMENT AND SETTLEMENTS
6.1 Idaho Power shall bill OTEC on or before the tenth (10th) day of each month
following the Billing Period. OTEC’s payment shall be made on or before the twenty-fifth
(25th) day of the month following the month of service for which OTEC is being billed. If
the twenty-fifth (25th) day of the month is a holiday or weekend, payment shall be made
on the next workday following the twenty-fifth (25th) day of the month.
6.2 All billings and payments pursuant to the terms of this Agreement shall be
submitted to:
Billings to OTEC shall be sent to:
Oregon Trail Electric Cooperative
Attn: Manager
XXXXX
XXXXX, Oregon xxxxx
Payments may be made to Idaho Power at the following address:
LB 447, Idaho Power Company
Attn: Corporate Cashier
P.O. Box 35143
Seattle, WA 98124-5143
or, by direct wire transfer to Idaho Power's account at:
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 10
beyond the control of the Party affected, including but not restricted to failure of or threat
of failure of facilities, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot,
act of terrorism, civil disturbance, labor dispute, labor or material shortage, sabotage,
restraint by court order or public authority, and action or non-action by or failure to obtain
the necessary authorizations or approvals from any governmental agency or authority
which by exercise of due diligence such Party could not reasonably have been expected
to avoid and which by exercise of due diligence it has been unable to overcome. No Party
shall, however, be relieved of liability for failure of performance if such failure be due to
causes arising out of its negligence or due to removable or remediable causes which it
fails to remove or remedy within a reasonable time period. Nothing contained herein shall
be construed to require a Party to settle any strike or labor dispute in which it may be
involved. A Party rendered unable to fulfill any of its obligations by reason of an
Uncontrollable Force shall give prompt written notice of such fact to the other Party and
shall exercise due diligence to remove such inability within a reasonable time period.
ARTICLE 8- WAIVERS
8.1 Any waiver at any time by a Party of its rights with respect to a default under
this Agreement or any other matter shall not be deemed a waiver with respect to any
subsequent default of the same or any other matter.
ARTICLE 9- ASSIGNMENTS
9.1 Neither Party shall assign this Agreement, or any interest therein, without
the prior written consent of the other Party except if such assignment is:
9.1.1 made to any person or entity into which or with which the Party
making the assignment is merged or consolidated or to which the Party transfers
substantially all of its assets;
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 11
9.1.2 made to any person or entity, wholly owning, wholly owned by, or
wholly owned in common with the Party making the assignment or to an affiliate entity of
the assignor; or
9.1.3 made solely as security of an underlying debt.
Such written consent shall be provided within thirty (30) days of receipt of notice of
assignment by the consenting Party, and such consent shall not be unreasonably
withheld. Any assignment not made in accordance with this Article 9 shall be void.
ARTICLE 10 - AMENDMENT, REVIEW AND SUSPENSION
10.1 This Agreement may be amended or changed only upon written agreement
of the Parties.
10.2 Should either Party believe the other Party has committed a material breach
of this Agreement, it shall give written notice of such breach to the other Party and specify
the nature of the breach. A Party receiving such notice shall have thirty (30) days from its
receipt to correct the specified breach.
10.2.1 If correction of the breach is not made in a satisfactory manner to the
Party giving notice, then the Parties shall resolve the dispute pursuant to the remedies
set forth in Article 11 hereof, Dispute Resolution.
10.3 Notwithstanding the provision of 10.2 above, Idaho Power may suspend
service provided under this Agreement at any time upon thirty (30) days prior written
notice to OTEC in the event of nonpayment of any charges due pursuant to this
Agreement. If payment of such charges is made by OTEC within thirty (30) day period,
services provided under this Agreement shall not be suspended.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 12
ARTICLE 11 - DISPUTE RESOLUTION
11.1 In the event that a dispute should arise between the Parties concerning the
terms and enforcement of this Agreement and the Parties are unable to agree on a
mutually acceptable resolution, the Parties agree to attempt to resolve the issue through
this dispute resolution process. the Parties must first attempt in good faith to resolve
all disputes arising out of, related to or in connection with this Agreement promptly by
negotiation, as follows. Any Party may give the other Party written notice of
any dispute not resolved in the normal course of business. Executives of both Parties at
levels one level above those employees who have previously been involved in
the dispute must meet at a mutually acceptable time and place within ten (10) days after
delivery of such notice, and thereafter as often as they reasonably deem necessary, to
exchange relevant information and to attempt to resolve the dispute. If the matter has not
been resolved within thirty (30) days after the referral of the dispute to such senior
executives, or if no meeting of such senior executives has taken place within fifteen (15)
days after such referral, either Party may initiate any legal remedies available to the Party.
All negotiations pursuant to this clause are confidential.
ARTICLE 12 - NOTICES
12.1 Any formal notice, demand or request shall be writing and shall be deemed
properly served, given or made if delivered in person, or sent by either registered or
certified mail, postage prepaid, or prepaid telegram or confirmed facsimile.
12.2 Any such notice, demand or request directed to OTEC shall be addressed
to:
Oregon Trail Electric Cooperative
XXXXXXX
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 13
12.3 Any such notice, demand or request directed to Idaho Power shall be
addressed to:
Idaho Power Company
Attn: Load Serving Operations
P.O. Box 70
1221 West Idaho Street (83702)
Boise, Idaho 83707
Email: [e-mail]

With a copy to:
Julia Hilton
VP, General Counsel
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Email : [e-mail]

12.4 The designation of the above persons or the address of any such person
may be changed at any time by notice given in the same manner as provided for in other
notices.
ARTICLE 13 -THIRD PARTY BENEFICIARY
13.1 Except to the extent expressly set forth in this Agreement, this Agreement
shall not be construed to create rights in, or to grant remedies to, any third party as a
beneficiary of any duty, obligation or undertaking established herein.
ARTICLE 14 - LIABILITY
14.1 IN NO EVENT SHALL IDAHO POWER BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, LOST OR ANTICIPATED PROFITS, REVENUE
OR GOOD WILL OF CUSTOMERS, INTEREST, AND/OR CLAIMS BY THIRD PARTIES,
WHETHER SUCH LOSS IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE,
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 14
STRICT LIABILITY, OR OTHERWISE RELATED TO ANY CLAIMS ARISING FROM OR
RELATING TO THIS AGREEMENT.
ARTICLE 15 - GOVERNING LAW
15.1 This Agreement shall be interpreted, construed and enforced in accordance
with the laws of the state of Idaho or the laws of the United States of America, whichever
is applicable.
ARTICLE 16 - ENTIRE AGREEMENT
16.1 This document constitutes the entire agreement of the Parties and
supersedes all previous agreements, whether written or oral, with respect to the
transaction addressed herein.
ARTICLE 17 - COUNTERPARTS
17.1 This Agreement may be executed in counterparts, in which case all such
counterparts shall be deemed to constitute a single document with the same force and
effect as if both Parties hereto having signed a counterpart had signed the other
counterpart.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 15
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers or officials as of the date first above written.
IDAHO POWER COMPANY

By:
Title:
Date:

OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.

By:
Title:
Date:
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 16
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 1
Schedule of Charges
APPLICABILITY
The charges described below are applicable to firm capacity and energy delivered to
OTEC at Points of Delivery in Exhibit 2. Defined terms in the main body of this Agreement
have the same meanings in this Exhibit 1.
MONTHLY CHARGE
The Monthly Charge shall be the sum of the: (1) Billing Energy multiplied by the Energy
Rate, and (2) the Customer Administration Charge.
(1) Energy Rate:
The Energy Rate will consist of a Generation Plant Cost Component and a
Variable Net Power Supply Expense Component. The initial Energy Rate is
$60.51 per MWh of Billing Energy, comprised of a Generation Plant Cost
Component of $26.87 per MWh and Variable Net Power Supply Cost
Component of $33.64 per MWh. These components are equivalent to those
included in Idaho Power’s applicable Oregon tariff rate schedules (1, 5, 7,
9, 15, 19, 24, 40, 41, 42, 55, and 56). The Variable Net Power Supply Cost
Component of the initial Energy Rate is subject to modification to reflect any
changes resulting from the Oregon rate adjustment effective June 1, 2026.
Each component of the charge will be modified as reflected below.
Generation Plant Cost Component:
The Generation Plant Cost Component shall remain fixed at $26.87 through
May 31, 2028. Effective June 1, 2028, the Generation Plant Cost
Component shall be updated to $30.19 for the remainder of the Initial term.
The Generation Plant Cost Component will be reevaluated and modified if
OTEC exercises the Delivery Term Extension to determine cost for the
Agreement term of the extension.
Variable Net Power Supply Cost Component:
Beginning June 1, 2027, the Variable Net Power Supply Cost Component
shall be updated annually, effective every June 1, consistent with the
determination of Idaho Power’s Schedule 55—Power Cost Adjustment. It
shall consist of a per-unit forecast rate of total system net power supply
costs developed from the simulation of the economic dispatch of Idaho
Power’s generation resources for the April through March test year, as well
as a balancing adjustment rate that reflects differences between forecasted
and actual per-unit variable power supply costs.
Ancillary Services Charge: Included in the Energy Rate above:
The Ancillary Services Charge is imbedded in the calculation of cost of
service in the Energy Rate and will not incur a separate rate under this
Agreement. The Energy Rate includes all applicable ancillary services
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 17
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 18
required for this transaction that are provided by Idaho Power on its system
pursuant to the Idaho Power Open Access Transmission Tariff (OATT).
Ancillary services and charges included in the Energy Rate are as follows:
OATT Schedule 2 – reactive supply and voltage control (as further specified
in Section 5.6 of this Agreement), OATT Schedule 3 - regulation and
frequency response service, OATT Schedules 4 and 4A - energy imbalance
service, OATT Schedule 5 - operating reserve (spinning reserve service),
OATT Schedule 6 - operating reserve (supplemental reserve service), and
OATT Schedule 12 – real power losses.
(2)Charges for Transmission and Distribution Services:
As described in Sections 5.2 and 5.3, OTEC will reimburse Idaho Power for
transmission and distribution charges incurred by Idaho Power for delivery
of the Energy under this Agreement.
(3)Customer Administration Charge:
Initial Rate: Nine Thousand, Two Hundred Thirty-Four Dollars ($9,234.00)
per month. Customer Administration Charge will increase by three (3)
percent annually to be effective on January 1 of each year.
Final Reconciliation of Variable Power Supply Costs:
Within thirty (30) days following the termination of the Agreement, Idaho
Power will complete a final reconciliation of actual per-unit variable power
supply costs as compared to the forecast. The remaining difference will
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 19
either be billed or refunded, and the Parties will settle the balance within
ninety (90) days after completion of the final reconciliation.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 20
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 2
Points of Delivery - Metering Locations
POD Location
1. Halfway The point approximately 10 line miles east of OTEC's Halfway
Substation, where the 69kV facilities of OTEC and IDAHO POWER are
connected
2. Duke The point in IDAHO POWER's Duke substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
3. Pine Creek The point in IDAHO POWER's Pine Creek substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
4. Ore-Ida The point in IDAHO POWER's Ore-Ida substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
5. Nyssa The point in IDAHO POWER's Nyssa substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
6. Cairo The point in IDAHO POWER's Cairo substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
7. Ontario The point in IDAHO POWER's Ontario substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
8. Adrian The point in OTEC's Adrian substation, where the 69kV facilities of OTEC
and IDAHO POWER are connected
9. Owyhee
Reservoir
The points near Owyhee Reservoir where the 4.2kV facilities of OTEC
and USBR are connected
10. Jacobsen
Gulch
The point in OTEC's Jacobsen Gulch substation, where the 69kV
facilities of OTEC and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 21
11. Holly The point in OTEC's Holly substation, where the 69kV facilities of OTEC
and IDAHO POWER are connected
12. Rockville The point in OTEC's Rockville substation, where the 69kV facilities of
OTEC and IDAHO POWER are connected
13. Jordan
Valley
The point in OTEC's Jordan Valley substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
14. Neal Hot
Springs Jct
The point at IDAHO POWER's Neal Hot Springs Junction
approximately 3 line miles north of IDAHO POWER's Vale substation,
where the 69kV facilities of OTEC and IDAHO POWER are connected
14a) Unity The point in OTEC's Unity substation where the 69kV line exits toward
Hardy substation. There is a normally open point between Unity and
Hardy which may be closed during abnormal operations in which case
Unity may function as an alternate POD.
15. Vale -
Drewsey line
The point at IDAHO POWER's Vale substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
15a) Drewsey The point in OTEC's Drewsey substation where the 69kV line exits
toward Sandhill substation. There is a normally open point between
Unity and Sandhill which may be closed during abnormal operations in
which case Drewsey may function as an alternate POD.
16. Vale The point at IDAHO POWER's Vale substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
17. Malheur
Butte
The point at OTEC's Malheur Butte substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
18. Huntington The point in OTEC's Huntington substation, where the 138kV facilities of
OTEC and IDAHO POWER are connected
19. Durkee The point in OTEC's Durkee substation, where the 138kV facilities of
OTEC and IDAHO POWER are connected
20. Nelson The point at Nelson substation, where the 138kV facilities of OTEC's
retail customer and IDAHO POWER are connected
21. Ash Grove The point at Ash Grove substation, where the 138kV facilities of OTEC's
retail customer and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 22
22. Parma-012 The point on IDAHO POWER's Parma-012 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
23. Parma-042 The points on IDAHO POWER's Parma-042 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
24. Homedale-
012
The points on IDAHO POWER's Homedale-012 distribution circuit, where
the 12.5kV facilities of OTEC and IDAHO POWER are connected
25. Weiser-013 The point on IDAHO POWER's Weiser-013 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
26. Weiser-014 The points on IDAHO POWER's Weiser-014 distribution circuit, where
the 12.5kV facilities of OTEC and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 23
Additional Metering Information for OTEC
POD Assoc. Metering Point
Ownership/ Responsibilit
y
Meter/Header # Monthly Metering
Charges
Dist. Svc Charges1
DS/DP/NA
Dist. Loss Factor Comp Factor
Reactive
Class
T-Trans
D-Dist
Reactive Power
Grouping
Halfway Halfway TBD aggregated AMI
meter list
managed by IPC
and OTEC
TBD n/a n/a TBD T TBD
Duke Duke TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Pine Creek Pine Creek TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Ore-Ida Ore-Ida TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Nyssa Nyssa TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Cairo Cairo TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Ontario Ontario TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Adrian Adrian TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Owyhee
Reservoir
Owyhee
Reservoir
TBD MV90 Meters n/a n/a TBD T
Jacobsen
Gulch
Jacobsen
Gulch
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Holly Holly TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Rockville Rockville TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
1 Distribution Substation (DS), Distribution Primary (DP), or Not Applicable (NA) to this POD.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 24
Jordan Valley Jordan
Valley
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Neal Hot
Springs Jct
Neal Hot
Springs Jct
TBD 69kV meter at
Vale and 69kV
meter at Neal Hot
Springs
n/a n/a TBD T
14a. Unity 14a. Unity TBD 69kV meter at
Unity
n/a n/a TBD T
Vale-Drewsey
Line
Vale-
Drewsey
Line
TBD 69kV meter at
Vale
n/a n/a TBD T
15a. Drewsey 15a.
Drewsey
TBD 69kV meter at
Drewsey
n/a n/a TBD T
Vale Vale TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Malheur Butte Malheur
Butte
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Huntington Huntington TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Durkee Durkee TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Nelson Nelson TBD MV90 meter n/a n/a TBD T
Ash Grove Ash Grove TBD MV90 meter n/a n/a TBD T
Parma-012 Parma-012 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Parma-042 Parma-042 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Homedale-012 Homedale-
012
TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Weiser-013 Weiser-013 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Weiser-014 Weiser-014 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 25
Hells Canyon-
011
Hells
Canyon-011
TBD ? DP 1.020 TBD D

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 26

AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 3
ANNUAL DISTRIBUTION REVENUE REQUIREMENT

1. The Annual Distribution Revenue Requirement shall be:
a. For Distribution Primary Service - $104,298,294
b. For Distribution Substation level - $27,750,174.
2. The amount in (1) shall be effective until amended by Idaho Power pursuant
to its OATT.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 27
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 4
FACILITIES TO BE CONSTRUCTED

Pursuant to the terms and conditions of this Agreement, the facilities to be constructed,
as necessary for Idaho Power to provide the delivery of capacity and energy, are as
described below. Cost responsibility will be allocated as set forth in the APA.

Facilities to be constructed:
Metering Facilities: Idaho Power must obtain settlement ready billing information for
scheduled and actual flows of energy in support of billing and settlement. Metering
devices must support recording on an hourly basis.
OTEC will assure that the billing information submitted to Idaho Power has been
validated, edited and/or estimated in order to produce settlement ready billing
information. If Idaho Power reasonably determines that this information is not timely or
cannot be validated, then Idaho Power may install at OTEC’s expense, hourly metering
recording devices at each Point of Delivery shown in Exhibit 2 in order to obtain billing
information for those Points of Delivery.

4914-3412-4175.2
Exhibit D
Form of Wheeling Agreement
See attached.
EXHIBIT D
WHEELING AGREEMENT - Page 1
46653.0015.4931-0884-1103.1
WHEELING AGREEMENT
This WHEELING AGREEMENT (“Agreement”) is made as of this ___ day of
_____________, 202[ ] (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“OTEC”), and Idaho Power Company, an Idaho corporation (“IPC”, and referred to collectively
with OTEC as the “Parties” or, individually, as a “Party”).
WHEREAS, OTEC will receive, transmit and deliver electrical energy over OTEC’s
transmission and/or distribution system (as more particularly defined in Section 1.19, “OTEC
System”) from specified receipt points to specified delivery points; and
WHEREAS, IPC has entered into certain Power Purchase Agreements (“PPAs”) with
certain third-party electric generation facilities (each, a “Facility”, and collectively, the
“Facilities”), located in Malheur County and Baker County, Oregon; and
WHEREAS, IPC desires to use existing interconnections between the Facilities and the
OTEC System to facilitate IPC purchasing Energy (as defined below) from the Facilities, and
OTEC desires to deliver such Energy to IPC; and
WHEREAS, IPC has certain retail customers in Idaho (“Idaho Customers”) that are
currently served via transmission and/or distribution facilities that are included in the OTEC
System; and
WHEREAS, IPC desires to use the OTEC System to facilitate IPC delivering Energy to
the Idaho Customers, and OTEC desires to deliver such Energy to IPC; and
WHEREAS, IPC desires to compensate OTEC for transmitting and delivering the Energy
to IPC;
NOW THEREFORE, in consideration of the mutual representations, covenants and
agreements as set forth in this Agreement, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 “Abnormal or Out of Limit Operating Condition” means any condition on the
Interconnection Facilities, OTEC System or the transmission system of other entities that is outside
nominal operating parameters such that facilities are operating outside their nominal ratings or
reasonable operating limits have been exceeded, but the condition has not resulted in an
Emergency. An Abnormal or Out of Limit Operating Condition may include, but is not limited to,
high or low deviations in voltage, frequency, power factor, equipment temperature, equipment
pressures, and other equipment and operating parameters.
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46653.0015.4931-0884-1103.1
1.2 “Agreement” means this Wheeling Agreement between IPC and OTEC, including all
Exhibits attached hereto, as the same may be amended, supplemented, or modified in accordance
with its terms.
1.3 “Business Day” means any day on which commercial banks are open for business in
Oregon, but does not include any day that is a Saturday, Sunday or a statutory holiday in the State
of Oregon.
1.4 “Casualty” means any damage to or destruction of all or any portion of the OTEC System
as a result of fire (including fire caused by lightning), wind, hail, ice, snow, hurricane, tornado,
freezing, earthquake, earth movement, flood or other act of God, acts of terrorism, civil
insurrection, riots, strikes, labor disturbances, vandalism or any event beyond the reasonable
control of OTEC which exceeds Five Hundred Thousand Dollars ($500,000) per occurrence.
1.5 “Contract Capacity” means the maximum capacity of Energy, expressed in MW or kW,
that OTEC agrees to make available for wheeling services to IPC under this Agreement for Energy
from Facilities, as set out in Exhibit 1.
1.6 “Delivery Point(s)” means the physical location(s) on the OTEC System identified in
Exhibit 3 at which OTEC will deliver Energy to IPC.
1.7 “Effective Date” has the meaning set forth in the opening paragraph.
1.8 “Emergency” means a condition or situation that: (A) presents an imminent physical threat
of danger to life or a significant threat to health or property; or (B) could cause imminent
significant disruption on or significant damage to the Interconnection Facilities, OTEC System or
the facilities and equipment of OTEC, IPC or its retail customers.
1.9 “Energy” means electrical energy, expressed in MWh or kWh, transmitted pursuant to this
Agreement.
1.10 “Facility” or “Facilities” has the meaning set forth in the recitals of this Agreement.
1.11 “FERC” means the Federal Energy Regulatory Commission. “FERC Accounts” means the
FERC Uniform System of Accounts prescribed for Public Utilities and Licensees (Class A and
Class B). References to a specific FERC account number shall mean the number in effect as of
the Effective Date and any successor account number.
1.12 “Governmental Body” means any: (a) nation, state or province; (b) municipal or other
political subdivision of any nation, state or province; and (c) agency, commission, department,
board, bureau, official, minister, tribunal or court (whether national, state, provincial, local, foreign
or multinational) exercising the executive, legislative, judicial, regulatory or administrative
functions of a nation, state or province or any municipal or other political subdivision thereof.
1.13 “Idaho Customers’ Capacity” means, for each month, the highest kW usage of Wheeling
Service in any hour at each Delivery Point for Idaho Customers. Idaho Customers are identified in
Exhibit 2.
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46653.0015.4931-0884-1103.1
1.14 “IPC” has the meaning set forth in the introductory paragraph of this Agreement and
includes its permitted successors and assigns.
1.15 “Interconnection Facilities” means the equipment, lines, switches, protection systems and
related facilities required to connect the Facilities described in Exhibit 1 to the OTEC System.
1.16 “Losses” means the difference between Energy received at the Receipt Point(s) and Energy
delivered at the Delivery Point(s), attributable to physical losses on the OTEC System.
1.17 “Metering Point(s)” means the point(s) at which the amount of Energy delivered to the
Receipt Point is measured.
1.18 “NERC” means the North American Electric Reliability Council or any successor
organization.
1.19 “OTEC” has the meaning set forth in the introductory paragraph of this Agreement and
includes its permitted successors and assigns.
1.20 “OTEC System” means the transmission, distribution and interconnection facilities,
including any System Upgrades, owned, operated or controlled by OTEC, including those that are
necessary to deliver the Energy from the Receipt Point(s) to the Delivery Point(s).
1.21 “Party” or “Parties” has the meaning set forth in the introductory paragraph of this
Agreement.
1.22 “Person” means any natural individual, corporation, partnership, limited liability company,
joint venture, association, bank, trust company, trust or other entity, whether or not a legal entity,
or any Governmental Body.
1.23 “Power Purchase Agreement” and “PPAs” have the meaning set forth in the recitals of this
Agreement.
1.24 “Prudent Utility Practices” means the practices, methods or acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was made, could have
been expected to be used by a prudent, skilled and experienced owner or operator engaged in the
ownership, operation, and maintenance of electric utility assets of similar type, size and function
in the United States, in a manner consistent with good engineering practices, reliability, safety and
expedition, while acting in accordance with applicable laws, governmental approvals and
applicable codes and standards. “Prudent Utility Practices” is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be a spectrum of
reasonable and prudent practices, methods, standards, and procedures.
1.25 “Receipt Point(s)” means the physical locations on the OTEC System identified in Exhibit
3 at which OTEC will receive Energy for ultimate transmission to IPC.
1.26 “Service” or “Wheeling Service” means the transmission and/or distribution of Energy
from the Receipt Point(s) to the Delivery Point(s) pursuant to this Agreement.
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46653.0015.4931-0884-1103.1
1.27 “Tax” means any taxes, levies, charges, fees, duties or other assessments in the nature of
taxes of any kind whatsoever imposed by any Taxing Authority, including income, gross receipts,
license, payroll, excise, stamp, occupation, windfall profits, capital stock, ad valorem, value added,
franchise, withholding, social security, real or personal property, sales, use, goods and services,
transfer, or alternative or add-on minimum tax, and including any interest, penalties or additions
thereto. “Taxing Authority” means the Governmental Body responsible for the administration of
any Tax.
1.28 “WECC” means the Western Electricity Coordinating Council or successor organization.
ARTICLE 2
TERM; SCOPE
2.1 Term. The term of this Agreement will commence on the Effective Date and continue in
full force until such time as all of the PPAs in Exhibit 1 and Idaho Customers in Exhibit 2 have
been removed from the Agreement such that IPC no longer receives Wheeling Service under this
Agreement, at which time this Agreement will terminate.
2.2 Survival. Expiration or termination of this Agreement shall not relieve either Party of any
of its liabilities and obligations arising hereunder prior to the date of expiration or when
termination becomes effective. Upon expiration or termination of this Agreement, each Party shall
be responsible for any costs associated with the operation and maintenance of any facilities owned
by it.
2.3 Regulatory Framework. This Agreement is subject to and will be interpreted in accordance
with: (a) all applicable laws, rules and regulations of any Governmental Body or regulatory
authority having jurisdiction, including the FERC, NERC and WECC; and (b) OTEC’s applicable
regulatory body, from time to time.
ARTICLE 3
WHEELING SERVICE
3.1 Provision of Service.
3.1.1 Subject to the terms of this Agreement, OTEC will provide Wheeling Service such
that it:
(a) receives Energy at the Receipt Point(s);
(b) transmits such Energy over the OTEC System; and
(c) delivers the resulting Energy, net of applicable Losses, at the Delivery Point(s).
3.1.2 OTEC will make available to IPC Wheeling Service in amounts equal to (a) the
aggregate Contract Capacity of the unexpired PPAs for Facilities specified in Exhibit 1, and (b)
the amounts necessary to serve the Idaho Customers in Exhibit 2; as both Exhibits may be revised
from time to time, subject to:
(a) OTEC System operating limits, planned or unplanned outages, and maintenance;
(b) curtailment, interruption or reduction as provided in this Agreement; and
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46653.0015.4931-0884-1103.1
(c) any limitations imposed by a Governmental Body, other regulator or applicable
law.

3.2 Payment for Service. Subject to the terms of this Agreement, including, specifically,
Section 5.1.2 and Exhibits 1 and 2, IPC will pay OTEC for the Wheeling Service on a monthly
basis:
(a) IPC will pay OTEC for Wheeling Service for PPAs based on the Contract Capacity
of the unexpired PPAs for Facilities specified in Exhibit 1, as it may be revised,
multiplied by the applicable Wheeling Service rate specified on Exhibit 1.
(b) IPC will pay OTEC for Wheeling Service for Idaho Customers specified in Exhibit
2, as it may be revised, based on the Idaho Customers’ Capacity for that month
multiplied by the applicable Wheeling Service rate specified on Exhibit 2.

3.3 No Title Transfer. OTEC does not take title to, nor assume any ownership interest in, the
Energy transmitted under this Agreement. Title to and risk of loss of such Energy remains with
IPC or IPC’s suppliers and buyers, as applicable.
3.4 Curtailment. OTEC may temporarily curtail receipt and delivery of Energy in response to
Abnormal or Out of Limit Operating Conditions or Casualty events. OTEC shall use reasonable
efforts to provide IPC with prior notice of any such temporary curtailment. If prior notice is not
given, OTEC shall, upon request, provide IPC written documentation after the fact explaining the
circumstances of the temporary curtailment.
3.5 Revisions to Exhibits 1 and 2 and Reductions to Wheeling Service. IPC may request to
reduce or remove Contract Capacity for unexpired PPAs for Facilities listed in Exhibit 1, or may
request to remove Idaho Customer(s) from Exhibit 2 if it no longer requires such Wheeling Service,
by submitting a request in writing to OTEC at least 30 days prior to the effective date of the
requested reduction or removal. Such reductions or removal will reduce the overall Wheeling
Service provided by OTEC and paid for by IPC. PPAs will automatically be removed from
Wheeling Service upon the expiration of the PPA listed in Exhibit 1 and such automatic removal
does not require any written request by IPC or revision to Exhibit 1.
ARTICLE 4
CONTINUING OBLIGATIONS AND RESPONSIBILITIES
4.1 Limitations on Services.
4.1.1 Other Services. This Agreement does not obligate either Party to provide, or entitle
either Party to receive, any service not expressly provided for herein. Each Party is responsible for
making the arrangements necessary for it to receive any other service that it may desire from the
other Party or any third party.
4.1.2 Use of Service. IPC will use Wheeling Service only for the lawful transmission of
Energy tendered by the Facilities from the Receipt Point(s) to the Delivery Point(s) and to serve
Idaho Customers that are served via the OTEC System.
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46653.0015.4931-0884-1103.1
4.1.3 No Unauthorized Resale. IPC will not resell or re-market the Wheeling Service
itself to third parties except as expressly permitted herein or with OTEC’s prior written consent
and any necessary regulatory approvals.
4.1.4 Compliance with Laws. IPC is solely responsible for obtaining and maintaining any
licenses, permits, regulatory approvals, or market participation arrangements required for its
procurement, sale or use of Energy in connection with this Agreement.
4.2 Operation and Maintenance.
4.2.1 Operation and Maintenance. OTEC will operate and maintain the OTEC-owned
Interconnection Facilities and the OTEC System in a safe and efficient manner and in accordance
with applicable standards, codes and Prudent Utility Practices.
4.2.2 OTEC’s costs charged to IPC and payable by IPC to OTEC, for operation and
maintenance of the OTEC System, shall be included in Wheeling Rates described in Exhibits 1
and 2, and Idaho Power shall not be charged any other costs for operation and maintenance of the
OTEC System.
4.2.3 Notification of Limiting Conditions on OTEC System. OTEC will notify IPC of
any condition that restricts or limits the ability of the OTEC System to deliver all of the Energy to
the Delivery Point(s). Such notification will occur via telephone to the operational contacts listed
in Exhibit 5.
4.3 Emergency Procedures.
4.3.1 Notification. OTEC will provide IPC with prompt notification by telephone of any
Emergency regarding the OTEC System or OTEC-owned Interconnection Facilities that may
affect IPC’s receipt of Energy, and IPC will provide OTEC with prompt notification by telephone
of any Emergency regarding IPC-owned equipment that may affect OTEC’s operations. Such
notification shall indicate the nature of the Emergency, the Emergency’s expected effect on the
operation of IPC’s or OTEC’s facilities and operations, the Emergency’s expected duration and
the corrective action to be taken. Such notification by telephone will be made to the operational
contacts listed in Exhibit 5.
4.3.2 Actions by Parties. If a Party determines in its good faith judgment that an
Emergency exists, such Party shall take whatever action that may be reasonable and necessary,
consistent with Prudent Utility Practices, to prevent, avoid or mitigate the Emergency. Temporary
disconnection shall continue only so long as reasonably necessary under Prudent Utility Practices.
4.4 Abnormal or Out of Limit Operating Condition Procedures.
4.4.1 Notification. Each Party will provide prompt notification, electronically and/or by
telephone, of any Abnormal or Out of Limit Operating Condition or Casualty event and the
expected duration and the corrective action to be taken with respect to the notifying Party’s
facilities.
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46653.0015.4931-0884-1103.1
4.4.2 Mitigation or Elimination. To the extent necessary, each Party agrees to cooperate
and coordinate with the other Party in taking corrective measures that are reasonable, necessary
and within its control to mitigate or eliminate the Abnormal or Out of Limit Operating Condition
or Casualty event, including, but not limited to, temporary disconnection of one or more Facilities
from the OTEC System or adjusting operation of equipment, provided such measures are
consistent with Prudent Utility Practices and do not require operation of any of the Parties’
facilities outside their operating parameters.
4.5 Communications and Metering.
4.5.1 General. The Parties acknowledge that metering, communication (including but not
limited to Supervisory Control and Data Acquisition) and other equipment has been installed to
provide service and visibility to both Idaho Customers and the Facilities. OTEC will operate and
maintain any meters, communication, or other equipment that is included in the OTEC system.
The costs of such operation and maintenance that are allocable to IPC are included in the Wheeling
Rates described in Exhibits 1 and 2. OTEC will operate and maintain any meters, communication,
or other equipment that are included in OTEC Interconnection Facilities. The costs of such
operation and maintenance are addressed in the applicable Generation Interconnection Agreement.
If new metering, communication, or other equipment is determined to be necessary to provide
Wheeling Service to Idaho Customers, the cost responsibility for such equipment, including any
administration, operation, testing, and calibration, will be mutually agreed at that time.
4.5.2 Use of Metering or Communication Equipment. IPC shall have the right to access
and read meters physically or via electronic or data communication. IPC shall have the right to use
voice, electronic, data, or other communication channels or equipment to issue dispatch signals to
Facilities when necessary under the PPA. OTEC may request IPC issue dispatch signals to
Facilities to address operating conditions under the Generator Interconnection Agreements and
IPC will issue such signals. Such request may be made by telephone to the operational contacts in
Exhibit 5.
4.5.3 Communications. IPC and OTEC shall each maintain satisfactory operating
communications with the other’s representative, as designated by each Party, including but not
limited to, voice, electronic or data communication. Operational communications shall be
activated and maintained under, but not limited to, the following events: system paralleling or
separation, scheduled and unscheduled shutdowns, and equipment clearances.
4.6 Information and Record Keeping Obligations and Audit Rights.
4.6.1 Record-Keeping Obligations. Each Party shall maintain such records as required
by WECC, NERC, FERC or successor organization and this Agreement. All data, documents, or
other materials relating to or substantiating any charges to be paid by or to OTEC or IPC, as the
case may be, shall be maintained for a minimum period of seven years from the date that such
records are gathered. Neither Party shall use the accounts or records of the other Party without the
express written consent of the other Party unless such use is permitted by this Agreement or
required by law.
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46653.0015.4931-0884-1103.1
4.6.2 Audit Rights. Each Party shall have the right, within seven years following a
calendar year, to audit the other Party’s records pertaining to this Agreement wherever such
records are maintained, provided 30 calendar days written notice is given prior to any audit, and
provided further that the audit will be limited to, those portions of such records that relate to
services provided under this Agreement.
4.7 Responsibility for Safety of Employees, etc. The Parties agree to be solely responsible for
and assume all liability for the safety and supervision of their own employees, agents,
representatives, and subcontractors.
4.8 Compliance with Applicable Laws. All work performed by either Party that could be
expected to affect the operations of the other Party will be performed in accordance with all
applicable laws, rules and regulations pertaining to the safety of persons or property, including
without limitation, compliance with the safety regulations and standards adopted under the
Occupational and Safety Health Act of 1970, as amended from time to time, the National Electrical
Safety Code, as amended from time to time, and Prudent Utility Practices.
ARTICLE 5
BILLING PROCEDURES
5.1 Billing Procedures.
5.1.1 Invoices. With respect to any costs and expenses for which a Party is entitled to be
paid under this Agreement, such Party (the “invoicing Party”) must submit an invoice to the other
Party at the start of each calendar month.
5.1.2 Payment. Payment of invoiced amounts will be due and payable within 15 business
days after receipt of the invoice, or such other time as the Parties mutually agree. All payments
will be made in immediately available funds payable to the invoicing Party or by wire transfer to
a bank account specified by the invoicing Party. If any portion of any invoice remains unpaid 15
business days after the receipt of the invoice, or such other time as the Parties mutually agreed
upon, the invoicing Party will apply to the unpaid balance, and the other Party shall pay an interest
charge calculated at the legal rate of interest.
5.1.3 Disputes. If a Party disputes any portion of an invoice, the disputing Party shall
notify the invoicing Party in writing of any such dispute and the reason therefore. No invoice may
be disputed after such time as a Party’s audit rights have expired. Parties shall settle billing disputes
in accordance with this Agreement. In the event of a billing dispute, each Party agrees to continue
to perform its duties and obligations under this Agreement as long as the other Party continues to
make all undisputed payments. Disputed payment resolution amounts shall bear interest at the legal
rate of interest for the period from the date of the invoice to the date of payment resolution.
5.1.4 Payment Not a Waiver. Payment of invoices by a Party will not relieve such Party
from any responsibilities or obligations it has under this Agreement, nor will it constitute a waiver
of any claims such Party may have under this Agreement.
5.2 Regulatory Changes. If any change in the Wheeling Service rates or regulatory
requirements becomes effective during the Term, OTEC may adjust the charges under this
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46653.0015.4931-0884-1103.1
Agreement to reflect such changes, consistent with Exhibit 4, effective as of the date required or
permitted by the regulator.
5.3 Setoff. Except as required by law, neither Party may set off or net any amounts owed under
this Agreement against amounts owed under any other agreement without the other Party’s prior
written consent.
5.4 Responsibility for Taxes. Each Party is responsible for its own income, franchise and
similar Taxes. IPC will be responsible for all sales, use, excise, energy, transmission, or other
transaction based Taxes, charges or assessments imposed on the Wheeling Service or Energy
transmitted for IPC’s account, except to the extent applicable law clearly allocates such Taxes to
OTEC.
5.5 Tax Exemptions. If IPC claims any exemption or reduced rate for Taxes, IPC will provide
OTEC with all required exemption certificates or documentation reasonably acceptable to OTEC
and the applicable Taxing Authority. OTEC will not be required to honor any claimed exemption
until such documentation is received and accepted.
5.6 Reimbursement. If OTEC is required to pay any Taxes, charges or assessments that are the
responsibility of IPC under this Agreement, IPC will reimburse OTEC promptly upon demand.
ARTICLE 6
CONFIDENTIALITY
6.1 General. Unless compelled to disclose by judicial or administrative process or other
provisions of law or as otherwise provided for in this Agreement, each Party will hold in
confidence any and all documents and information furnished under an explicit written claim of
confidentiality by the other Party in connection with this Agreement. To the extent either Party is
required by law or administrative process to release or disclose such information to a third party,
such Party shall advise the third party of the confidentiality provisions of this Agreement and use
its best efforts to require said third party to agree in writing to comply with such provisions.
6.2 Exempt Information and Documents. The Parties’ confidentiality obligations set forth in
Section 6.1 shall not apply to information or documents that are: (A) generally available to the
public other than as a result of disclosure by a Party (the “disclosing Party”) to the other Party; (B)
available to a Party on non-confidential basis prior to disclosure by the disclosing Party; or (C)
available to a Party on a non-confidential basis from a source other than the disclosing Party,
provided that the source is not known and, by reasonable effort, could not be known by the Party
receiving such information or documents to be bound by a confidentiality agreement with the
disclosing Party or otherwise prohibited from transmitting the information to the Party receiving
such information or documents by a contractual, legal or fiduciary obligation.
6.3 Notification. Each Party will promptly notify the other Party if it receives notice or
otherwise concludes that the production of any confidential information or documentation
furnished by the disclosing Party and subject to Section 6.1 is being sought under any provision of
law or regulation. The notifying Party shall have no obligation to oppose or object to any attempt
to obtain such production except to the extent requested to do so by the disclosing Party and at the
disclosing Party’s expense. If either Party desires to object or oppose such production, it must do
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46653.0015.4931-0884-1103.1
so at its own expense. The disclosing Party may request a protective order to prevent any
confidential information from being made public.
6.4 Use of Information or Documentation. Each Party may use information or documentation
otherwise subject to Section 6.1 in an administrative agency or court of competent jurisdiction
addressing any dispute arising under this Agreement, subject to a confidentiality agreement or a
protective order binding all participants including, if applicable, any arbitrator.
6.5 Remedies Regarding Confidentiality. The Parties agree that monetary damages by
themselves will be inadequate to compensate a Party for the other Party’s breach of its obligations
under this Article 6. Each party accordingly agrees that the other Party is entitled to equitable
relief, by way of injunction or otherwise, if it breaches or threatens to breach its obligations under
this Article 6.
ARTICLE 7
TERMINATION AND DEFAULT
7.1 Default. A Party will be in default under this Agreement if, at any time:
7.1.1 The Party fails to make any payment due the other Party in accordance with this
Agreement and does not make such payment to the other Party within 30 calendar days after
receiving written notice from the other Party of such failure; or
7.1.2 The Party: (1) (a) fails to comply with, observe or perform any material term or
condition of this Agreement; (b) any material representation or warranty made herein by the Party
fails to be true and correct in all material respects; or (c) fails to provide to the other Party
reasonable written assurance of its ability to perform fully and completely any of its material duties
and responsibilities under this Agreement within 30 calendar days after receiving a reasonable
request for such assurances from the other Party; and (2): (a) fails to correct or cure the situation
described in subpart (1) above within 30 calendar days after receiving written notice from the other
Party; or, if the situation cannot be completely corrected or cured within such 30-day period, (b)
fails to either: (i) commence diligent efforts to correct or cure the situation within such 30-day
period or (ii) completely correct or cure the situation within 90 calendar days after receiving
written notice from the other Party.
7.2 Remedies upon Default. If a Party is in default under this Agreement, the other Party may:
(A) act to terminate this Agreement by providing written notice of termination to the defaulting
Party with fourteen (14) days’ notice, and/or (B) take whatever action at law or in equity as may
appear necessary or desirable to enforce the performance or observance of any rights, remedies,
obligations, agreements or covenants under this Agreement.
7.3 Remedies Cumulative. No remedy conferred by any of the provisions of this Agreement is
intended to be exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise. The election of any one or more remedies shall not constitute
a waiver of the right to pursue other available remedies.
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ARTICLE 8
FORCE MAJEURE
8.1 General. Neither Party shall be considered to be in default or breach of this Agreement or
liable in damages or otherwise responsible to the other Party, due to any delay in or failure to carry
out any of its obligations under this Agreement, if the Party is unable to perform or is prevented
from performing by an event of Force Majeure, as such term is defined in Section 8.2.
Notwithstanding the foregoing, neither Party may claim an event of Force Majeure for any delay
or failure to perform or carry out any provision of this Agreement to the extent that such Party has
been negligent or engaged in intentional misconduct or failed to exercise reasonable foresight and
such negligence or intentional misconduct or failure to exercise reasonable foresight contributed
to that Party’s delay or failure to perform or carry out its duties and obligations under this
Agreement. All performance obligations affected by the event of Force Majeure will be extended
for a period equal to the length of the resulting delay.
8.2 Force Majeure Defined. “Force Majeure” means those events beyond the reasonable
control of the Party claiming Force Majeure that, through the exercise of reasonable foresight and
Prudent Utility Practices, that Party could not have avoided and that, by exercise of due diligence,
that Party is unable to overcome. Such events include, but are not limited to, the following: flood;
lightning strikes; ice storm; tsunami; earthquake; fire; hurricane; tornado; war; invasion; riot; civil
disturbance; sabotage; explosion; insurrection; military or usurped power; strike; labor dispute;
restraint by any court order or Governmental Body, or any civil or military authority de facto or
de jure; act of God; or any other event or cause of a similar nature.
8.3 Procedures. A Party claiming Force Majeure must:
8.3.1 Give written notice to the other Party of the occurrence of a Force Majeure event
as soon as possible after learning of the occurrence of such an event;
8.3.2 Use due diligence to resume performance or the provision of service hereunder as
soon as practicable;
8.3.3 Take all commercially reasonable actions, subject to Prudent Utility Practices, to
correct or cure the Force Majeure event; provided, however, that settlement of strikes or other
labor disputes are completely within the sole discretion of the Party affected by such strike or labor
dispute;
8.3.4 Exercise all reasonable efforts to mitigate or limit damages to the other Party; and
8.3.5 Provide prompt written notice to the other Party of the cessation of the adverse
effect of the Force Majeure event on its ability to perform its obligations under this Agreement.
ARTICLE 9
LIMITATIONS ON LIABILITY AND INDEMNIFICATION
9.1 Liability. Neither Party shall be liable for money damages or other compensation to the
other Party for actions or omissions taken in performing its obligations under this Agreement,
except to the extent such act or omission is found to result from the Party’s gross negligence,
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intentional misconduct, or fraudulent acts, and in such circumstances the Party shall only for the
amount of direct damage actually incurred by the other Party. Direct damages for the purposes of
this Section 9.1 include any costs, penalties, or damages that IPC incurs under its PPAs or damages
from claims from Idaho Customers as a result of OTEC’s actions or omissions under this
Agreement. Neither Party may seek to enforce any claims against the directors, members,
shareholders, officers, employees or agents of the other party solely by reason of their status as
directors, members, shareholders, officers, employees or agents. In no event shall either Party be
liable to the other Party for any incidental, consequential, punitive, special, exemplary or indirect
damages, loss of revenues or profits, arising out of, or connected in any way with the performance
or non-performance under this Agreement, except as authorized by this Agreement. Nothing in
this Article 9 shall limit or modify the obligations, remedies, or liabilities set forth in Section 7.2.
9.2 Indemnification. Except to the extent limited by law, each Party (“Indemnifying Party”)
shall at all times indemnify, defend, and save the other Party (“Indemnified Party”) harmless from
and against, any and all damages, losses, claims, including claims and actions relating to injury to
or death of any person or damage to property, demands, suits, recoveries, costs and expenses, court
costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from
the Indemnifying Party’s performance of obligations under this Agreement, except in cases of
gross negligence or intentional wrongdoing by Indemnified Party.
9.3 Notice. If either Party receives notice of the commencement of any legal action relating to
or arising out of the operation of the Facility, the Interconnection Facilities, or OTEC System that
may affect the other Party, the Party so notified shall promptly inform the other Party of the
commencement of such legal action. Failure to so inform the other Party shall not relieve either
Party of any liability or obligations to the other Party.
9.4 No Duty to Non-Parties. Nothing in this Agreement shall be construed to create any duty,
standard of care or liability to any person not a party to this Agreement.
9.5 No Public Dedication. No undertaking by either Party to the other Party under any
provision of this Agreement shall constitute the dedication of that Party’s electrical system,
equipment, or facilities or any portion thereof to the other Party or to the public.
9.6 Survival. Each Party’s obligations under this Article 9 will survive expiration, cancellation
or early termination of this Agreement.
ARTICLE 10
MISCELLANEOUS
10.1 Construction. Any reference to a contract, instrument or other document as of a given date
means the contract, instrument or other document as amended, supplemented and modified from
time to time through such date. All preamble, recital, article, section, paragraph, annex, exhibit
and schedule references are to the preambles, recitals, articles, sections, paragraphs, annexes,
exhibits and schedules of this Agreement unless otherwise specified. All references herein to a
“Party” or “Parties” are to a party or parties to this Agreement unless otherwise specified. The
headings contained in this Agreement are for convenience of reference only and will not affect the
meaning or interpretation of this Agreement. All references herein to “dollars” or “$” are to United
EXHIBIT D
WHEELING AGREEMENT - Page 13
46653.0015.4931-0884-1103.1
States dollars. All references herein to any period of days will mean the relevant number of
calendar days unless otherwise specified. When calculating the period of time before which, within
which or following which, any act is to be done or step taken pursuant to this Agreement, the date
that is the reference date in calculating such period will be excluded. If the last day of such period
is a non-Business Day, the period in question will end on the next succeeding Business Day. Words
in the singular will be held to include the plural and vice versa. Words of one gender will be held
to include the other genders as the context requires. The terms “hereof,” “herein,” “hereunder,”
“hereto” and “herewith” and words of similar import will, unless otherwise stated, be construed to
refer to this Agreement and not to any particular provision of this Agreement. The term “date
hereof” and words of similar import mean the Effective Date of this Agreement set forth in the
Preamble. The word “including” and words of similar import when used in this Agreement will
mean “including, without limitation,” unless otherwise specified. The word “or” will not be
exclusive. Unless otherwise required by the context in which they appear, the terms “shall” and
“will” are used interchangeably. Any accounting term used in this Agreement will have, unless
otherwise specifically provided herein, the meaning customarily given such term in accordance
with GAAP. The Parties acknowledge and agree that each has negotiated and reviewed the terms
of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to
its revisions. The Parties further agree that the rule of construction that any ambiguities are
resolved against the drafting Party will be subordinated to the principle that the terms and
provisions of this Agreement will be construed fairly as to all Parties and not in favor of or against
any Party.
10.2 Entire Agreement. This Agreement (including any Exhibits or other appendices attached
hereto) constitutes the entire agreement between the Parties and supersedes any prior
understandings, agreements or representations by or between the Parties, written or oral, to the
extent that they relate in any way to the subject matter hereof.
10.3 Relationship of Parties. Nothing in this Agreement is to be construed or deemed to cause,
create, constitute, give effect to or otherwise recognize OTEC and IPC to be partners, joint
ventures, employer and employee, principal and agent or any other business association, with
respect to any matter. Unless otherwise agreed to in writing signed by both Parties, neither Party
shall have any authority to create or assume in the other Party’s name or on its behalf any
obligation, express or implied, or to act or purpose to act as the other Party’s agent or legally
empowered representative for any purpose whatsoever. Except as expressly provided for herein,
neither Party shall be liable to any third party in any way for any engagement, obligation, contract,
representation or any negligent act or omission of the other Party arising out of or relating to such
Party’s execution or performance of this Agreement.
10.4 Amendments and Waivers. No amendment of any provision of this Agreement will be valid
unless the same is in writing and signed by each Party. No waiver by any Party of any provision
of this Agreement or any default, misrepresentation or breach of representation, warranty,
covenant, obligation or agreement hereunder, whether intentional or not, will be valid unless the
same is in writing and signed by the Party making such waiver, nor will such waiver be deemed to
extend to any prior or subsequent default, misrepresentation or breach of representation, warranty,
covenant, obligation or agreement hereunder or affect in any way any rights arising by virtue of
any prior or subsequent such occurrence.
EXHIBIT D
WHEELING AGREEMENT - Page 14
46653.0015.4931-0884-1103.1
10.5 Binding on Parties, Successors and Assigns. This Agreement will be binding upon and will
inure to the benefit of the Parties and their respective successors and permitted assigns.
10.6 OTEC Assignment Rights. OTEC may assign this Agreement to any lender or financial
institution in connection with a collateral assignment of this Agreement for financing or
refinancing purposes or to any entity(ies) that acquires ownership or control of all, or substantially
all, of the OTEC System and agrees in writing to be bound by all of the obligations and duties of
OTEC in this Agreement. Except as otherwise provided above in this Section, OTEC may not
assign this Agreement, or any of its rights, interests or obligations arising hereunder, without the
prior written consent of IPC, which consent shall not be unreasonably withheld or delayed.
10.7 IPC Assignment Rights. Except as otherwise provided in this Section, IPC may not assign
this Agreement or any of its rights, interests or obligations arising hereunder, without the prior
written consent of OTEC, which consent shall not be unreasonably withheld or delayed. IPC may,
with only prior written notice to OTEC, assign, transfer, pledge or otherwise dispose of its rights
and interests under this Agreement to any lender or financial institution in connection with a
collateral assignment of this Agreement for financing or refinancing purposes; any affiliate of IPC;
any entity(ies) that acquires all, or substantially all, of IPC’s rights or interests in the Facilities and
agrees in writing to be bound by all of the obligations and duties of IPC provided for in this
Agreement; or any entity that operates one or more of the Facilities. OTEC agrees to execute and
deliver such documents as may be reasonably necessary to accomplish any such assignment,
transfer, pledge or disposition of rights. Such assignment, transfer, pledge or disposition of rights
shall not relieve IPC or any subsequent assignor of liability under this Agreement.
10.8 Governing Law. This Agreement and all disputes and controversies hereunder will be
governed by and construed in accordance with the domestic laws of the State of Oregon without
giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or
any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Oregon.
10.9 Counterpart Execution Permitted. This Agreement may be executed and delivered by each
Party in separate counterparts, each of which when so executed and delivered will be deemed an
original and all of which taken together will constitute one and the same Agreement.
10.10 Delivery by Electronic Transmission. This Agreement and any amendments hereto, to the
extent signed and delivered by means of .PDF or other electronic transmission, will be treated in
all manner and respects as an original contract and will be considered to have the same binding
legal effects as if it were the original signed version thereof delivered in person. At the request of
any Party, the other Party will re-execute original forms thereof and deliver them to the other Party.
No Party will raise the use of a .PDF or other electronic transmission to deliver a signature or the
fact that any signature or contract was transmitted or communicated through the use of a .PDF or
other electronic transmission as a defense to the formation of a contract and each such Party forever
waives any such defense.
10.11 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms
EXHIBIT D
WHEELING AGREEMENT - Page 15
46653.0015.4931-0884-1103.1
and provisions hereof or the validity or enforceability of the offending term or provision in any
other situation or in any other jurisdiction.
10.12 Expenses. Except as otherwise specifically provided herein, all costs and expenses,
including attorneys’ fees and expenses, arising from or incident to the negotiation and execution
of this Agreement will be borne by the Party incurring such costs and expenses.
10.13 No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon
any Person other than the Parties and their respective successors and permitted assigns.
10.14 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS.
[signature page follows]
EXHIBIT D
Signature Page to Wheeling Agreement
46653.0015.4931-0884-1103.1

IN WITNESS HEREOF, this Agreement has been duly executed by the Parties hereto.
Idaho Power Company

By _________________________________
(print name) __________________________
Title: ________________________________
Oregon Trail Electric Consumers Cooperative,
Inc.

By __________________________________
(print name) ___________________________
Title: _______________________________

EXHIBIT D
Exhibit 1 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 1 – Wheeling Service for Facilities with PPAs
PURPA Name Size (kW)
Receipt
Point Wheeling Facilities
Contract
expiration date
Interconnecting
Voltage
Combined
Wheeling Rate
Monthly Wheeling
Charge
Open Range Solar
Center, LLC
10,000 ADRN013 OTEC distribution line served from OTEC
substation but IPC transmission
10/12/2036 12.5kV $2.63 $26,300.00
Vale Air Solar Center, LLC 10,000 VALE012 OTEC distribution line served from IPC
Substation
11/9/2036 12.5kV $1.81 $18,100.00
Grove Solar Center,
LLC
6,000 HOPE011 OTEC distribution line served from OTEC
substation and OTEC transmission
10/22/2036 12.5kV $3.38 $20,280.00
Hyline Solar Center,
LLC
9,000 HOLY014 OTEC distribution line served from OTEC
substation but IPC transmission
11/19/2036 12.5kV $2.63 $23,670.00
Railroad Solar Center,
LLC
4,500 CARO011 OTEC distribution line served from IPC
substation and IPC transmission
12/6/2036 12.5kV $1.81 $8,145.00
Thunderegg Solar Center, LLC 10,000 NYSA015 OTEC distribution line served from IPC
substation and IPC transmission
11/29/2036 12.5kV $1.81 $18,100.00
Ontario Solar Center 3,000 ONTO024 OTEC distribution line served from IPC
substation and IPC transmission
3/29/2040 12.5kV $1.81 $5,430.00
Vale I Solar 3,000 JMSN011 OTEC distribution line served from OTEC
substation and OTEC transmission
7/1/2040 12.5kV $3.38 $10,140.00
Brush Solar 2,750 UNTY012 OTEC distribution line served from OTEC
substation and OTEC transmission
12/26/2039 12.5kV $3.38 $9,295.00
Morgan Solar 3,000 CARO011 OTEC distribution line served from IPC
substation and IPC transmission
4/22/2040 12.5kV $1.81 $5,430.00
Lime Wind Energy 3,000 HGTN012 OTEC distribution line served from OTEC
substation
12/9/2031 12.5kV $2.63 $7,890.00

Monthly Total $152,780
Annual Total $1,833,360

EXHIBIT D
Exhibit 1 - Page 2
46653.0015.4931-0884-1103.1
Other Charges:
• Other charges, as specified in the Agreement, will be billed to IPC as they are incurred by OTEC.
Real Power Losses:
• The Parties agree that Losses between the Facility and the Delivery Point(s) are initially estimated to be ___________________
percent. If at any time during the Term of this Agreement OTEC determines that this loss estimate does not correctly reflect the
actual kWh losses attributed to the electrical equipment between the Facility and the Delivery Point(s), then OTEC shall notify
IPC of the actual real power loss calculation and OTEC shall, on the next billing statement to IPC, adjust the transmission rates
established above to reflect actual real power losses.
• Either IPC or OTEC may initiate a request to review the loss estimate as needed throughout the term of this agreement. If either
Party initiates such a request, the Parties will review the loss estimate and it may be adjusted as necessary.

EXHIBIT D
Exhibit 2 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 2 – Wheeling Service for Idaho Customers
Idaho Customer Identification Wheeling Facilities
Interconnecting
Voltage
Combined
Wheeling Rate per kW
per month
OIDA-011 OTEC OIDA-011 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-012 OTEC NYSA-012 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-013 OTEC NYSA-013 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-014 OTEC NYSA-014 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
CARO-012 OTEC CARO-012 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
ONTO-023 OTEC ONTO-023 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
JNVY-011 OTEC JNVY-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
JNVY-012 OTEC JNVY-012 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
HGTN-011 OTEC HGTN-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
HGTN-012 OTEC HGTN-012 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
PNCK-011 OTEC PNCK-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63

Other Charges:
• Other charges, as specified in the Agreement, will be billed to IPC as they are incurred by
OTEC.

EXHIBIT D
Exhibit 3 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 3 – Receipt and Delivery Points
Receipt Point(s):
For Wheeling Service for PPAs, Receipt Points are listed in Exhibit 1.
For Wheeling Service for Idaho Customers, Receipt Points may be any of the following:
Point Location
1) Ore-Ida The point in IPC's Ore-Ida substation where the 12.5kV facilities of
OTEC and IPC are connected
2) Nyssa The point in IPC's Nyssa substation where the 12.5kV facilities of
OTEC and IPC are connected
3) Cairo The point in IPC's Cairo substation where the 12.5kV facilities of
OTEC and IPC are connected
4) Ontario The point in IPC's Ontario substation where the 12.5kV facilities of
OTEC and IPC are connected
5) Jordan Valley The point in OTEC's Jordan Valley substation where the 69kV
facilities of OTEC and IPC are connected
6) Huntington The point in OTEC's Huntington substation where the 138kV
facilities of OTEC and IPC are connected
7) Pine Creek The point in IPC's Pine Creek substation where the 12.5kV facilities
of OTEC and IPC are connected

Delivery Point(s):
For Wheeling Service for PPAs, Delivery Points may be any of the following:
Point Location
1) Ore-Ida The point at the state line on OIDA-011 where the 69kV facilities of
OTEC and IPC are connected
2) Nyssa The points at the state line on NYSA-012, NYSA-013, and NYSA-014
where the 12.5kV facilities of OTEC and IPC are connected
3) Cairo The point at the state line on CARO-012 where the 12.5kV facilities of
OTEC and IPC are connected
4) Ontario The point on ONTO-023 where the 12.5kV facilities of OTEC and IPC
are connected
5) Jordan Valley The points at the state line on JNVY-011 and JNVY-012 where the
12.5kV facilities of OTEC and IPC are connected
6) Huntington The points at the state line on HGTN-011 and HGTN-012 where the
12.5kV facilities of OTEC and IPC are connected
7) Pine Creek The point on PNCK-011 where the 12.5kV facilities of OTEC and IPC
are connected

For Wheeling Service for Idaho Customers, Delivery Points are as listed in Exhibit 2.
EXHIBIT D
Exhibit 4 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 4 – General Wheeling Rates and Process for Changes to Wheeling Rate

Wheeling Rates as of Effective Date
Wheeling Facilities
Interconnecting
Voltage
Combined
Wheeling Rate
OTEC distribution line served from IPC substation 12.5kV $ 1.81
OTEC distribution line served from OTEC substation and OTEC transmission 12.5kV $ 3.38
OTEC distribution line served from OTEC substation but IPC transmission 12.5kV $ 2.63
Wheeling across OTEC substation only served from OTEC transmission 12.5kV $ 1.56
Wheeling across OTEC substation only served from IPC transmission 12.kV $ 0.82

Process for Changes to Wheeling Rates
OTEC shall update Wheeling Rates upon conducting a new Cost of Service Study in the ordinary
course of business when updating its base electric rates. The Wheeling Rates will be updated in
the Cost of Service Study process by updating the cost of service input factors based on actual
values at such time which determine the Wheeling Rates in a manner consistent with the
determination of Wheeling Rates pursuant to this Agreement. Updating the cost of service input
factors will include:
• Updating the Rate Base of electric facilities in service at each Service Level,
including Transmission, Distribution Substation, Distribution Primary, and
Distribution Secondary.
• Updating the Rate of Return based on the OTEC weighted average cost of capital
as determined in the Cost of Service Study.
EXHIBIT D
Exhibit 5 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 5 – Operational Contacts
IPC Contact for Operational Notices:
Real-Time System Operations Contact:
For notices regarding curtailments, emergencies, or any other operating conditions:
Telephone:
Email:
Other General Contact:
Load Serving Operations
Telephone:
Email: [e-mail]

OTEC Contact for Operational Notices:
Real-Time System Operations Contact:
For notices regarding curtailments, emergencies, or any other operating conditions:
Telephone:
Email:
Other General Contact:

Telephone:
Email:

4914-3412-4175.2
Exhibit E
Form of Territory Allocation Agreement
See attached.
Exhibit E

TERRITORY ALLOCATION AGREEMENT - 1
46653.0015.4911-4944-9359.1
TERRITORY ALLOCATION AGREEMENT
This Territory Allocation Agreement (“Agreement”) is entered into by and between Oregon
Trail Electric Consumers Cooperative, Inc. dba Oregon Trail Electric Cooperative (“OTEC”), and
Idaho Power Company (“Idaho Power”), each hereinafter sometimes referred to as a “Party” or
together as the “Parties.”
RECITALS
WHEREAS, OTEC and Idaho Power are each engaged in the sale of electricity to retail customers
located within exclusive service territories allocated to them by the Public Utility Commission of
Oregon (the “Commission”); and
WHEREAS, the exclusive service territories of OTEC and Idaho Power include areas that are
adjacent to each other in Baker County, Grant County, Harney County, and Malheur County, Oregon;
and
WHEREAS, ORS 758.410 allows utilities to enter into agreements to allocate territory and
customers and to designate which territories and customers are to be served by each utility; and
WHEREAS, OTEC and Idaho Power wish to modify their respective service territories such that
OTEC will annex Idaho Power’s entire exclusive service territory in the State of Oregon (“Annexed
Territory”); and
WHEREAS, a map and the legal descriptions [PLACEHOLDER] of the Annexed Territory, Idaho
Power’s Oregon exclusive service territory, and OTEC’s exclusive service territory are attached as
Exhibit A; and
WHEREAS, subject to Commission approval, OTEC and Idaho Power further wish to permanently
transfer the Annexed Territory from Idaho Power’s exclusive service territory to OTEC’s exclusive
service territory; and
WHEREAS, a map and legal description [PLACEHOLDER] of OTEC’s exclusive service territory
and the Annexed Territory is attached as Exhibit B; and
WHEREAS, on or about [Date], OTEC and Idaho Power, in order to ensure safe and reliable electric
service in the Annexed Territory, entered into an “Asset Purchase Agreement” in which OTEC will
purchase certain of Idaho Power’s assets necessary to service the Annexed Territory as described
therein. A copy of the Asset Purchase Agreement is attached hereto as Exhibit C; and
WHEREAS, the Parties, in furtherance of the Policy of Oregon as stated in ORS 758.405, believe
that allocating the territories and customers as provided for in this Agreement will 1) eliminate or
avoid unnecessary duplication of utility facilities, 2) will promote the efficient and economic use and
development and the safety of operation of the utility systems of the Parties, and 3) provide adequate
and reasonable service to the Annexed Territory.
ACCORDINGLY, OTEC and Idaho Power hereby desire to enter into this Agreement pursuant to
DR

TERRITORY ALLOCATION AGREEMENT - 2
46653.0015.4911-4944-9359.1
ORS 758.410 so that OTEC and Idaho Power can more efficiently serve customers within the
Annexed Territory as provided for in this Agreement, and to complete the transactions contemplated
by this Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and releases set forth
herein, and the recitals stated above which are incorporated into this Agreement as is fully set forth
herein, the Parties agree as follows.
AGREEMENT
1) Effective Date. This Agreement shall become effective upon the Closing (as defined in the
Asset Purchase Agreement), (“Effective Date”); provided, that this Agreement may not
become effective without the approval by the Commission of the Asset Purchase Agreement
and the approval of the transactions and regulatory treatment by the Idaho Public Utilities
Commission; provided, further, that Section 2 of this Agreement shall be enforceable only
upon approval of this Agreement by the Commission pursuant to ORS 758.415.
2) Allocation of Annexed Territory. Subject to all terms and conditions of this Agreement, and
upon approval by the Commission, the Parties hereby agree as follows:
a) Parties Agree to Transfer Annexed Territory. The Annexed Territory shall be
permanently transferred from Idaho Power’s exclusive service territory to OTEC’s
exclusive service territory.
b) Joint Petition for Commission Approval. As soon as practicable following the
execution of this Agreement by both Parties, the Parties shall jointly petition the
Commission to approve the agreed-upon transfer of the Annexed Territory in
accordance with ORS 758.415 to 758.425.
c) Service to Current and Future Customers in Annexed Territory. Upon Commission
approval of such transfer, OTEC shall have the exclusive right and obligation to
provide retail electric service to all current and any future customers that may be
located within the Annexed Territory, including the obligation to construct, own,
operate, and maintain any necessary electric facilities. Idaho Power shall have no right
or obligation to provide retail electric service to such customers located in the
Annexed Territory.
3) Compliance with ORS 758.405. The Parties believe that allocating the territories and
customers as provided for in this Agreement will: (1) eliminate or avoid unnecessary
duplication of utility facilities; (2) will promote the efficient and economic use and
development and the safety of operation of the utility systems of the Parties; and (3) provide
adequate and reasonable service to the Annexed Territory as described more fully below.
a) Elimination or Avoidance of Unnecessary Duplication of Utility Facilities.
The Parties believe that this Agreement will eliminate or avoid the unnecessary
duplication of utility facilities by creating a unified service territory across four
DR

TERRITORY ALLOCATION AGREEMENT - 3
46653.0015.4911-4944-9359.1
Oregon counties which are geographically adjacent to the Oregon territory currently
served by OTEC. By allowing OTEC to also serve the Annexed Territory, OTEC will
be able to use common assets to reduce the need for redundant capital investment that
would be required for both OTEC and Idaho Power to serve customers in service
territories adjacent to each other. Allowing OTEC to serve the Annexed Territory will
also provide operations and maintenance expense savings for OTEC to more
efficiently serve customers in both its existing service territory and the Annexed
Territory.
The Parties agree that allowing OTEC to serve the Annexed Territory will also avoid
unnecessary duplication of existing interconnected facilities currently serving the
Annexed Territory. Based on OTEC and Idaho Power’s review of utility facilities
serving the Annexed Territory, it became apparent that certain substations and
transmission lines were only necessary for Idaho Power to safely and efficiently
operate and serve its exclusive territory. The Annexed Territory will cost-effectively
maintain full functionality and redundancy as compared to the separate and
independent systems configuration of OTEC and Idaho Power. By eliminating the
use of these necessary Idaho Power assets to serve Oregon customers, operations and
maintenance expense, as well as capital replacement investment, will be reduced for
the Annexed Territory in comparison to the separate systems configuration that exists
prior to approval of the territory allocation and asset sale. No additional lines,
substations or other electric facilities are necessary to continue service in the Annexed
Territory. In addition, there will be no stranded investments as part of the territory
allocation and asset sale because Idaho Power will continue to use any assets that are
not included in the Asset Sale for its Idaho customers. Using fewer facilities to serve
the Annexed Territory and surrounding OTEC service territory will lead to synergies
in planning processes, lower capital investment, lower repair and maintenance costs,
and reduced labor duplication, which will benefit OTEC’s members in the Annexed
territory and beyond.
b) Promotion of Efficient and Economic Use and Development and Safety of Operation of
the Utility Systems.
Allowing OTEC to serve the Annexed Territory in addition to its adjacent Oregon
service territory will help promote efficiencies through economies of scale. The
combined operations can reduce per-unit costs for generation, transmission, and
distribution, which will benefit OTEC’s members in the Annexed Territory and its
current members.
OTEC’s current facilities and employees are close to certain areas in the Annexed
Territory (including outlying areas in Baker County, Harney County, Western
Malheur County), which will help reduce outage and emergency response time while
efficiency utilizing current service centers and equipment located in OTEC’s Oregon
service territory.
OTEC will also operate a service center in the Annexed Territory that will uniformly
benefit both OTEC’s current members and members in the Annexed Territory. The
DR

TERRITORY ALLOCATION AGREEMENT - 4
46653.0015.4911-4944-9359.1
Oregon based service center will stock an inventory of commonly used materials and
supplies to provide faster access to those components in outage situations and help
foster the efficient repair and maintenance of utility facilities in the Annexed Territory.
Further, local utility crews will be based out of the new service center to speed outage
response and provide for a local workforce in the Oregon communities as compared
to dispatching crews from an Idaho based utility.
Existing OTEC members and future members in the Annexed Territory will benefit
from this Agreement through economies of scale and system redundancy. Both OTEC
and Idaho Power outperform national industry safety and reliability standards, and the
Agreement will ensure unified safety standards and training across the unified Oregon
territory, reducing risks and improving emergency response time.
c) Provision of Adequate and Reasonable Service to the Annexed Territory.
OTEC has a long history of providing safe and reliable service to its members, which
will include the Annexed Territory under this Agreement. OTEC is a non-profit,
member owned electric cooperative operating under cooperative principles. These
principles include a concern for community which drives local investment through
charitable contributions, scholarships and workforce development programs, capital
credits, and support of community events. Through this Agreement, members across
OTEC’s service territory, including the Annexed Territory, will benefit from uniform
service standards, including consistent reliability, pricing, and customer support.
Expanding OTEC’s Oregon service territory to include the Annexed Territory will
also give OTEC the opportunity to increase availability of resources to invest in
modernization, renewables, and smart grid technologies that will benefit OTEC’s
current customers and customers in the Annexed Territory.
4) Purchase of Assets. The parties acknowledge and agree that the “Asset Purchase Agreement”
dated [Insert Date], entered into between OTEC and Idaho Power, is hereby incorporated into
this Agreement by reference. The Asset Purchase Agreement governs the sale and transfer of
certain assets located within the territory allocated to OTEC under this Agreement. All terms,
conditions, representations, warranties, and covenants contained in the Asset Purchase
Agreement shall be deemed part of this Agreement to the extent they relate to the assets and
territory described herein. The Asset Purchase Agreement is attached hereto as Exhibit C.
5) No Impact on Remainder of Service Territories. Except as expressly provided herein with
respect to the Annexed Territory, nothing in this Agreement shall affect either Party’s rights
and responsibilities to provide electric service to any other current or future customers located
in their respective service territories.
6) OTEC Representations and Warranties:
a) Organization and Powers of OTEC. OTEC is an Oregon cooperative corporation,
duly organized and legally existing under the laws of the State of Oregon. OTEC has
all necessary corporate power and authority to own, lease and operate its properties
and assets and to carry on its business as now conducted and as proposed to be
DR

TERRITORY ALLOCATION AGREEMENT - 5
46653.0015.4911-4944-9359.1
conducted.
b) Authority Relative to Agreement. OTEC has the power and authority to execute and
deliver this Agreement and to consummate the transaction contemplated herein. This
Agreement has been duly and validly authorized, executed and delivered in
accordance with the requirements of applicable law and constitutes the valid and
binding obligation of OTEC enforceable in accordance with its terms, except as
enforcement may be limited by Commission approval pursuant to ORS 758.415,
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and except that the availability
of the equitable remedies of specific performance and injunctive relief are subject to
the discretion of the court before which any proceeding may be brought.
c) Governmental Authorization. Except for the approval of the Commission pursuant to
ORS 758.415, and approval by OTEC board of directors, no declaration, filing or
registration with, or notice to, or authorization, consent, or approval of, any
governmental or regulatory body or authority is necessary for the execution and
delivery of this Agreement by OTEC or the consummation by OTEC of the
transactions contemplated by this Agreement.
d) Non-Contravention; Approvals. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate, conflict with,
or result in a breach of, any provision of, or constitute a default under, or result in the
termination of, any note, bond, mortgage, indenture, deed of trust, contract, lease, or
other instrument, obligation, or agreement of any kind to which OTEC is now a party.
7) Idaho Power Representations and Warranties:
a) Organization and Powers of Idaho Power. Idaho Power is an Idaho corporation duly
organized and legally existing under the laws of the State of Idaho. Idaho Power has
all necessary corporate power and authority to own and operate its properties and
assets and to carry on its business as now conducted and as proposed to be conducted.
b) Authority Relative to Agreement. Idaho Power has the power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated herein.
This Agreement has been duly and validly authorized, executed, and delivered in
accordance with the requirements of applicable law and constitutes the valid and
binding obligation of Idaho Power enforceable in accordance with its terms, except as
enforcement may be subject to Commission approval pursuant to ORS 758.415, or
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and except that the
availability of the equitable remedies of specific performance and injunctive relief are
subject to the discretion of the court before which any proceeding may be brought.
c) Governmental Authorization. Except for approval of the Commission pursuant to
ORS 758.415, no declaration, filing, or registration with, or notice to, or authorization,
consent, or approval of, any governmental or regulatory body or authority is necessary
DR

TERRITORY ALLOCATION AGREEMENT - 6
46653.0015.4911-4944-9359.1
for the execution and delivery of this Agreement by Idaho Power or the consummation
by Idaho Power of the transactions contemplated by this Agreement.
d) Non-Contravention; Approvals. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate, conflict with,
or result in a breach of, any provision of, or constitute a default under, or result in the
termination of any note, bond, mortgage, indenture, deed of trust, contract, lease, or
other instrument, obligation, or agreement of any kind to which Idaho Power is now
a party.
8) Commercially Reasonable Efforts. OTEC and Idaho Power shall each use commercially
reasonable efforts to effectuate the transactions contemplated by this Agreement and to fulfill
all of the conditions of its obligations hereunder, and will do all such acts and things as may
be reasonably required to carry out its obligations hereunder and to consummate and complete
this Agreement
9) Amendment. This Agreement may be amended only by an instrument in writing executed by
the Parties that expressly refers to this Agreement and states that it is an amendment hereto.
10) Waiver. Any of the terms or conditions of this Agreement may be waived only in writing
signed by the Party entitled to the benefit of such terms or conditions. A waiver of any term
or condition of this Agreement in one instance shall not constitute a waiver of any other term
or condition of this Agreement or in any other instance.
11) Choice of Law. This Agreement is subject to, and shall be construed under, the laws of the
State of Oregon, exclusive of conflict of law provisions.
12) Prevailing Party Costs. If a Party commences an action against the other Party because of a
breach by that Party of its obligations under this Agreement, or any documents executed in
consummation with the transaction contemplated by this Agreement, the prevailing Party in
any such action shall be entitled to recover from the losing Party its expenses, including
reasonable attorneys’ fees, incurred in connection with the prosecution or defense of such
action, and any appeal thereof.
13) Notices. All written notices, requests, demands, and other communications given by a Party
to the other pursuant to this Agreement shall be deemed to have been given when hand
delivered, or two (2) business days after deposit into the United States mail, to the following
addresses:
If to OTEC, addressed to it at:

Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
DR

TERRITORY ALLOCATION AGREEMENT - 7
46653.0015.4911-4944-9359.1
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
And

Cable Huston, LLP
1455 SW Broadway, Suite 1500
Portland, OR 97201-3412
Attention: Chad Stokes
Email: [e-mail]

If to Idaho Power, addressed to it at:

Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
14) Final Agreement. This Agreement, and the Exhibits attached hereto, constitutes the final
agreement between the Parties hereto and supersedes all prior agreements and understandings,
oral and written, between the Parties with respect to the subject matter hereof.
15) Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If any provision of this
DR

TERRITORY ALLOCATION AGREEMENT - 8
46653.0015.4911-4944-9359.1
Agreement is held to be prohibited by, or invalid under, applicable law, then such provision
shall be construed as nearly as possible to give effect to the original intent of the Parties.
16) No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or
shall be construed to confer upon or give to any person other than the Parties hereto any rights
or remedies under, or by reason of, this Agreement or any transaction contemplated herein.
17) Execution. This Agreement may be executed electronically and in two or more counterparts,
each of which will for all purposes be deemed to be an original and both of which will
constitute one and the same instrument.

(The Following Page is the Signature Page)
Exhibit E

TERRITORY ALLOCATION AGREEMENT – Signature Page
46653.0015.4911-4944-9359.1

OREGON TRAIL ELECTRIC IDAHO POWER COMPANY
CONSUMERS COOPERATIVE, INC.

By: By:

Its: Its:

Date: Date:

4914-3412-4175.2
Exhibit F-1
Form of Transition Services Agreement
See attached.
Exhibit F-1
TRANSITION SERVICES AGREEMENT
by and between
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
and
IDAHO POWER COMPANY,
dated as of
[●], 202[ ]

TABLE OF CONTENTS
Page
Exhibit F-1-2
ARTICLE 1 SERVICES ................................................................................................................ 3
Section 1.01 Provision of Services ..................................................................... 3
Section 1.02 Standard of Service ........................................................................ 4
Section 1.03 Third Party Service Providers ........................................................ 5
Section 1.04 Access to Premises ......................................................................... 5
ARTICLE 2 COMPENSATION ................................................................................................... 5
Section 2.01 Responsibility for Wages and Fees ................................................ 5
Section 2.02 Terms of Payment and Related Matters ......................................... 6
Section 2.03 Extension of Services. .................................................................... 7
Section 2.04 Terminated Services....................................................................... 7
Section 2.05 Invoice Disputes............................................................................. 7
Section 2.06 No Right of Setoff. ......................................................................... 7
Section 2.07 Taxes. ............................................................................................. 7
ARTICLE 3 TERMINATION ....................................................................................................... 8
Section 3.01 Termination of Agreement. ............................................................ 8
Section 3.02 Breach. ........................................................................................... 8
Section 3.03 Insolvency. ..................................................................................... 8
Section 3.04 Effect of Termination. .................................................................... 8
Section 3.05 Force Majeure. ............................................................................... 8
ARTICLE 4 CONFIDENTIALITY ............................................................................................... 9
Section 4.01 Confidentiality. .............................................................................. 9
ARTICLE 5 INDEMNIFICATION; LIMITATION ON LIABILITY ......................................... 9
Section 5.01 Indemnification. ............................................................................. 9
Section 5.02 Limitation on Liability. ................................................................ 11
ARTICLE 6 MISCELLANEOUS ............................................................................................... 11
Section 6.01 Notices. ........................................................................................ 11
Section 6.02 Headings. ..................................................................................... 13
Section 6.03 Severability. ................................................................................. 13
Section 6.04 Entire Agreement. ........................................................................ 13
Section 6.05 Successors and Assigns................................................................ 13
Section 6.06 No Third-Party Beneficiaries. ...................................................... 13
Section 6.07 Amendment and Modification; Waiver. ...................................... 13
Section 6.08 Governing Law. ........................................................................... 14
Section 6.09 Waiver of Jury Trial. .................................................................... 14
Section 6.10 Counterparts. ................................................................................ 14
Section 6.11 Delivery by Electronic Transmission........................................... 14

Exhibit F-1-3
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered
into as of [●], 202[ ] (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“Buyer”), and Idaho Power Company, an Idaho corporation (“Seller,” and together with Buyer,
the “Parties”).
RECITALS
WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement,
dated as of [●], 2026 (the “Purchase Agreement”), pursuant to which Seller has agreed to sell and
assign to Buyer, and Buyer has agreed to purchase and assume from Seller, the Acquired Assets
and Assumed Liabilities, respectively (both as defined in the Purchase Agreement), all as more
fully described therein;
WHEREAS, in order to ensure an orderly transition of the Business (as defined in the
Purchase Agreement) to Buyer and as a condition to consummating the transactions contemplated
by the Purchase Agreement, Buyer and Seller have agreed to enter into this Agreement, pursuant
to which Seller will provide, or cause its Affiliates to provide, Buyer with certain services, in each
case on a transitional basis and subject to the terms and conditions set forth herein; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the Purchase Agreement.
AGREEMENT
In consideration of the foregoing and the Parties’ respective representations, warranties,
covenants, obligations and agreements set forth herein, and intending to be legally bound hereby,
and for other good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1
SERVICES
Section 1.01 Provision of Services.
(a) Seller agrees to provide, or to cause its Affiliates to provide, the services
(the “Services”) set forth on the schedules attached hereto (as such schedules may be amended or
supplemented pursuant to the terms of this Agreement, collectively, the “Service Schedules”) to
Buyer for the respective periods and on the terms and conditions set forth in this Agreement and
in the respective Service Schedules.
(b) Notwithstanding the contents of the Service Schedules, Seller agrees to
respond in good faith to any reasonable request by Buyer for access to any additional services that
have been historically provided by Seller or its Affiliates in connection with the Acquired Assets
that are necessary for the operation of the Business and which are not currently contemplated in
the Service Schedules, at a price to be agreed upon after good faith negotiations between the Parties

Exhibit F-1-4
in accordance with the cost structure set forth in Exhibit A. Any such additional services so
provided by Seller shall constitute Services under this Agreement, shall be documented in an
additional Service Schedule signed by Seller and Buyer, and be subject in all respects to the
provisions of this Agreement as if fully set forth on a Service Schedule as of the date hereof.
(c) The Parties acknowledge the transitional nature of the Services.
Accordingly, as promptly as practicable following the execution of this Agreement, Buyer shall
use commercially reasonable efforts to make a transition of each Service to its own internal
organization or to obtain alternate third-party sources to provide the Services.
(d) Subject to Section 2.03, Section 2.04 and Section 3.05, the obligations of
Seller under this Agreement to provide Services shall terminate with respect to each Service on
the end date specified in the applicable Service Schedule (the “End Date”); provided, however, the
obligations of Seller under this Agreement to provide Services shall not extend beyond 36 months
from the Effective Date. Notwithstanding the foregoing, the Parties acknowledge and agree that
Buyer may determine from time to time that it does not require all the Services set out on one or
more of the Service Schedules or that it does not require such Services for the entire period up to
the applicable End Date. Accordingly, Buyer may terminate any Service, in whole and not in part,
upon 30 days’ prior notification to Seller in writing of any such determination (unless such notice
is waived in writing by Seller in its sole discretion). Buyer shall pay Seller any non-recoverable
Out-of-Pocket Costs (defined in Section 2.02(a)) incurred by Seller because of any such
termination.
Section 1.02 Standard of Service.
(a) Seller shall provide the Services in good faith and, in all material respects,
in accordance with Law, in a manner generally consistent with the historical provision of the
Services and with the same standard of care as historically provided. Subject to Section 1.03, Seller
agrees to assign sufficient resources and qualified personnel as are reasonably required to perform
the Services in accordance with the standards set forth in the preceding sentence.
(b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 1.02(a), THE
SERVICES ARE PROVIDED “AS-IS” AND SELLER MAKES NO (AND HEREBY
DISCLAIMS ALL) REPRESENTATIONS AND WARRANTIES OF ANY KIND, IMPLIED,
EXPRESS, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY
WARRANTIES IMPLIED FROM A COURSE OF DEALING, COURSE OF PERFORMANCE,
OR USAGE OF TRADE. BUYER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT DOES NOT CREATE A FIDUCIARY RELATIONSHIP, PARTNERSHIP,
JOINT VENTURE, OR RELATIONSHIP OF TRUST OR AGENCY BETWEEN THE PARTIES
AND THAT ALL SERVICES ARE PROVIDED BY SELLER AS AN INDEPENDENT
CONTRACTOR.

Exhibit F-1-5
Section 1.03 Third Party Service Providers.
Seller shall have the right to hire third-party subcontractors to provide all or part of any
Service hereunder. Seller shall in all cases retain responsibility for the provision to Buyer of
Services to be performed by any third-party service provider or subcontractor or by any of Seller’s
Affiliates.
Section 1.04 Access to Premises.
(a) In order to enable the provision of the Services by Seller, Buyer shall provide to
Seller’s and its Affiliates’ employees and any third-party service providers or subcontractors who
provide Services, at no cost to Seller, access to the Acquired Assets, in all cases to the extent
necessary for Seller to fulfill its obligations under this Agreement.
(b) Seller agrees that all of its and its Affiliates’ employees and any third-party service
providers and subcontractors, when on the property of Buyer or when given access to any
equipment, computer, software, network, or files owned or controlled by Buyer, shall conform to
the policies and procedures of Buyer concerning health, safety, and security which are made known
to Seller in advance in writing, provided that such policies and procedures are not materially
different than the policies and procedures previously adopted by Seller for such premises or assets
before Closing (in which case Seller and its Affiliates’ employees and any third-party service
providers and subcontractors shall conform to the policies and procedures previously adopted by
Seller as to said premises or assets).
Section 1.05 Removal of Confidential or Proprietary Data or Information.
(a) During the term of this Agreement, Seller may, but shall not be required to, remove
or redact from the Acquired Assets any confidential or proprietary data or information (including,
but not limited to, equipment configurations) not required to have been delivered to Buyer pursuant
to Section 7.14 of the Purchase Agreement; provided that if the removal of any data or information
from any equipment or system would materially impair the intended functionality of such
equipment or system as manufactured, Seller shall promptly notify Buyer prior to removal and
cooperate with Buyer in a commercially reasonable manner to: (i) identify impacted functionality,
(ii) provide reasonable information about required specifications relevant to maintaining such
intended functionality (without disclosing Seller’s confidential or proprietary data or information),
and (iii) maintain or restore such functionality as fully as reasonably possible. During the term of
this Agreement, Buyer shall give Seller no less than fifteen business days’ written notice before
Buyer disposes of any Acquired Asset that has digital storage or programmable components to
allow Seller a reasonable opportunity to exercise the rights provided for in this Section 1.05.
ARTICLE 2
COMPENSATION
Section 2.01 Responsibility for Wages and Fees.
For such time as any employees of Seller or any of its Affiliates are providing the Services
to Buyer under this Agreement, (a) such employees will remain employees of Seller or such
Affiliate, as applicable, and shall not be deemed to be employees of Buyer for any purpose, and

Exhibit F-1-6
(b) Seller or such Affiliate, as applicable, shall be solely responsible for the payment and provision
of all wages, bonuses and commissions, employee benefits, including severance and worker’s
compensation, and the withholding and payment of applicable Taxes relating to such employment.
Section 2.02 Terms of Payment and Related Matters.
(a) As consideration for provision of the Services, Buyer shall pay Seller’s
actual costs, including overheads and benefits loading, consistent with Seller’s past practice,
without markup or profit margin, in accordance with the methodology set forth in Exhibit A. In
addition to any such amount, in the event that Seller or any of its Affiliates incurs reasonable and
documented out-of-pocket expenses in the provision of any Service, including, without limitation,
license fees or payments to third-party service providers or subcontractors, but excluding payments
made to employees of Seller or any of its Affiliates pursuant to Section 2.01 (such included
expenses, collectively, “Out-of-Pocket Costs”), Buyer shall reimburse Seller for all such Out-of-
Pocket Costs in accordance with the invoicing procedures set forth in Section 2.02(b). If any
license fees or payments to third-party service providers or subcontractors are for the benefit of
both Buyer and Seller, such fees or payments will be prorated based on the usage of such license
or services by Buyer and Seller for purposes of calculating the Out-of-Pocket Costs chargeable
under this Agreement.
(b) As more fully provided in the Service Schedules and subject to the terms
and conditions therein:
(i) Seller shall provide Buyer, in accordance with Section 6.01 of this
Agreement, with monthly invoices (“Invoices”), which shall set forth in reasonable detail, with
such supporting documentation as Buyer may reasonably request with respect to Out-of-Pocket
Costs, amounts payable under this Agreement; and
(ii) payments pursuant to this Agreement shall be made within thirty
(30) days after the date of receipt of an Invoice by Buyer from Seller. Any undisputed amount due
under this Agreement that remains unpaid after its due date shall bear interest from the date that
such payment became delinquent until the date such amount is paid in full at the lower of 1.5%
per month or the maximum rate permitted by law. Buyer shall pay Seller all costs and expenses of
collection (including attorneys' fees) incurred by Seller for collecting any amounts past due under
this Agreement.
(c) It is the intent of the Parties that the compensation provided for herein and
in the respective Service Schedules reasonably approximates the cost of providing the Services,
including the cost of employee wages and compensation, without any intent to cause Seller to
receive profit or incur loss. If at any time Seller believes that the payments contemplated by a
specific Service Schedule are materially insufficient to compensate it for the cost of providing the
Services it is obligated to provide hereunder, or Buyer believes that the payments contemplated by
a specific Service Schedule materially overcompensate Seller for such Services, such Party shall
notify the other Party as soon as possible, and the Parties will commence good faith negotiations
toward an agreement in writing as to the appropriate course of action with respect to pricing of
such Services for future periods.

Exhibit F-1-7
Section 2.03 Extension of Services.
The Parties agree that Seller shall not be obligated to perform any Service after the
applicable End Date. If Buyer desires and Seller agrees to continue to perform any of the Services
after the applicable End Date, the Parties shall negotiate in good faith to determine an amount that
compensates Seller for all of its costs for such performance, including the time of its employees,
overheads, and benefits loading, and its Out-of-Pocket Costs. The Services so performed by Seller
after the applicable End Date shall continue to constitute Services under this Agreement and be
subject in all respects to the provisions of this Agreement for the duration of the agreed-upon
extension period.
Section 2.04 Terminated Services.
Upon termination or expiration of any or all Services pursuant to this Agreement, or upon
the termination of this Agreement in its entirety, Seller shall have no further obligation to provide
the applicable terminated Services, and, except as expressly provided in Section 1.01(d) of this
Agreement, Buyer shall have no obligation to pay any future compensation or Out-of-Pocket Costs
relating to such Services, other than for or in respect of Services already provided in accordance
with the terms of this Agreement and received by Buyer prior to such termination.
Section 2.05 Invoice Disputes.
In the event of an Invoice dispute, Buyer shall deliver a written statement to Seller no later
than ten (10) days prior to the date payment is due on the disputed Invoice listing all disputed items
and providing a reasonably detailed description of each disputed item. Amounts not so disputed
shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the
period set forth in Section 2.02(b). The Parties shall seek to resolve all such disputes expeditiously
and in good faith. Seller shall continue performing the Services in accordance with this Agreement
pending resolution of any dispute.
Section 2.06 No Right of Setoff.
Each of the Parties hereby acknowledges that it shall have no right under this Agreement
to set off any amounts owed (or to become due and owing) to the other Party, whether under this
Agreement, the Purchase Agreement or otherwise, against any other amount owed (or to become
due and owing) to it by the other Party.
Section 2.07 Taxes.
Buyer shall be responsible for all sales or use Taxes imposed or assessed as a result of the
provision of Services by Seller.

Exhibit F-1-8
ARTICLE 3
TERMINATION
Section 3.01 Termination of Agreement.
Subject to Section 3.03, this Agreement shall terminate in its entirety (i) on the date upon
which Seller shall have no continuing obligation to perform any Services as a result of each of
their expiration or termination in accordance with Section 1.01(d) or Section 3.02, (ii) in
accordance with Section 3.03 or (iii) by mutual written agreement by the Parties.
Section 3.02 Breach.
Any Party (the “Non-Breaching Party”) may terminate this Agreement with respect to any
Service, in whole but not in part, at any time upon prior written notice to the other Party (the
“Breaching Party”) if the Breaching Party has failed (other than pursuant to Section 3.05) to
perform any of its material obligations under this Agreement relating to such Service, and such
failure shall have continued without cure for a period of fifteen (15) days after receipt by the
Breaching Party of a written notice of such failure from the Non-Breaching Party seeking to
terminate such Service. For the avoidance of doubt, non-payment by Buyer for a Service provided
by Seller in accordance with this Agreement and not the subject of a good-faith dispute shall be
deemed a breach for purposes of this Section 3.02.
Section 3.03 Insolvency.
In the event that either Party hereto shall (i) file a petition in bankruptcy, (ii) become or be
declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days)
related to its liquidation, insolvency, or the appointment of a receiver, (iii) make an assignment on
behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up
or dissolution, then the other Party shall have the right to terminate this Agreement by providing
written notice in accordance with Section 6.01.
Section 3.04 Effect of Termination.
Upon termination or expiration of this Agreement in its entirety pursuant to Section 3.01,
all obligations of the Parties shall terminate, except for the provisions of Section 2.02 (with respect
to amounts owing prior to termination or expiration), Section 2.04, Section 2.06, Section 2.07,
ARTICLE 4, ARTICLE 5, and ARTICLE 6, which shall survive any termination or expiration of
this Agreement.
Section 3.05 Force Majeure.
The obligations of Seller under this Agreement with respect to any Service shall be
suspended during the period and to the extent that Seller is prevented or hindered from providing
such Service, or Buyer is prevented or hindered from receiving such Service, due to any of the
following causes beyond such Party’s reasonable control, regardless of whether such causes are
foreseeable, (such causes, “Force Majeure Events”): (i) acts of God, (ii) flood, fire, or explosion,
(iii) war, invasion, riot, or other civil unrest, (iv) governmental Order or Law, (v) actions,
embargoes, or blockades in effect on or after the date of this Agreement, (vi) action by any

Exhibit F-1-9
Governmental Body, (vii) national or regional emergency, (viii) strikes, labor stoppages or
slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation
facilities, (x) pandemics, or (xi) any other event which is beyond the reasonable control of such
Party. The Party suffering a Force Majeure Event shall give notice of suspension as soon as
reasonably practicable to the other Party stating the date and extent of such suspension and the
cause thereof, and Seller shall resume the performance of its obligations as soon as reasonably
practicable after the removal of the cause. Neither Buyer nor Seller shall be liable for the
nonperformance or delay in performance of its respective obligations under this Agreement when
such failure is due to a Force Majeure Event. The applicable End Date for any Service so suspended
shall be automatically extended for a period of time equal to the time lost by reason of the
suspension.
ARTICLE 4
CONFIDENTIALITY
Section 4.01 Confidentiality.
During the term of this Agreement and thereafter, the Parties agree that the terms of the
Confidentiality Agreement will continue in full force and effect and will be applicable to all
Confidential Information (as defined in the Confidentiality Agreement) exchanged in connection
with this Agreement. For purposes of this Agreement, references to the “Review” in the
Confidentiality Agreement shall be deemed to refer to the “Discussion” as defined in the
Confidentiality Agreement, and the “Discussion” as defined in the Confidentiality Agreement shall
include the Transactions and the Services.
ARTICLE 5 INDEMNIFICATION; LIMITATION ON LIABILITY
Section 5.01 Indemnification.
(a) Buyer shall indemnify the Seller Indemnified Parties from and against any
Losses proximately caused by any Third Party Claim, resulting from or related to Seller’s entry
into or performance under this Agreement. Seller shall indemnify the Buyer Indemnified Parties
from and against any Losses proximately caused by any Third Party Claim, arising out of or
resulting from the gross negligence or willful misconduct of Seller or its Affiliates or any third
party that provides a Service to Buyer pursuant to Section 1.03 in connection with the provision
of, or failure to provide, any Services to Buyer. As used herein, (i) a “Third Party Claim” means
any Proceeding of a Third Party at any time instituted against or made upon any Indemnified Party
for which such Indemnified Party may seek indemnification under this Agreement, (ii)
“Indemnified Party” means any Person entitled to seek indemnification pursuant to this Section
5.01, (iii) “Indemnifying Party” means any Person against whom indemnification may be sought
pursuant to this Section 5.01, (iv) “Losses” means all (a) reasonable and documented out-of-pocket
assessments, levies, losses, damages, fines, and penalties, and (b) attorneys’ fees and out-of-pocket
expenses reasonably and actually incurred in investigating or defending a Third Party Claim, and
(v) “Third Party” means any Person that is neither a Party to this Agreement nor a Subsidiary or
Affiliate of any Party.

Exhibit F-1-10
(b) If any Indemnified Party desires to seek indemnification under Section 5.01(a), the
Indemnified Party will give reasonably prompt written notice to the Indemnifying Party, specifying
the facts constituting the basis for such claim and the amount, to the extent known, or a good faith
estimate of the amount of Losses asserted with respect to such claim and the method of
computation of such Losses (each such notice, a “Claim Notice”); provided, however, that the
failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the
Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party
is materially prejudiced by such failure. If the Indemnifying Party disputes such claim for
indemnification, it will notify the Indemnified Party within 45 days after its receipt of the
applicable Claim Notice, whereupon the Indemnifying Party and the Indemnified Party will meet
and attempt in good faith to resolve their differences with respect to such claim for indemnification.
If the dispute has not been resolved within 45 days after the Indemnifying Party notifies the
Indemnified Party of its dispute under this Section 5.01(b), then the Indemnified Party may initiate
litigation in accordance with Section 11.09 of the Purchase Agreement, which is hereby
incorporated by reference into this Agreement mutatis mutandis. The Indemnified Party will have
the burden of proof in establishing its right to indemnification and the amount of Losses suffered
by such Person.
(c) The Indemnifying Party will have the right to assume the defense and control of
any Third Party Claim with counsel of its choice by providing written notice to the Indemnified
Party within 45 days after the Indemnifying Party has received notice of such Third Party Claim;
provided that the Indemnifying Party will not have the right to assume or continue control of the
defense of any Third Party Claim to the extent: (i) the Third Party Claim relates to or arises in
connection with any criminal proceeding; or (ii) the Third Party Claim only seeks an injunction or
other equitable relief against an Indemnified Party.
(d) If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to
Section 5.01(c), the Indemnifying Party may not consent to the entry of any judgment or enter into
any settlement without the prior written consent of the Indemnified Party, which consent will not
be unreasonably withheld, delayed or conditioned, except that no such consent will be required if
(i) the sole relief provided is monetary damages (including any expenses and fees), (ii) the
settlement does not entail any admission of liability on the part of any Indemnified Party, and (iii)
the settlement includes an unconditional release of the Indemnified Party(ies) from all liability
with respect to such Third Party Claim.
(e) If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to
Section 5.01(c), then the Indemnified Party will be entitled to participate in the defense of such
claim at its own expense.
(f) If the Indemnifying Party does not timely assume the defense of a Third Party
Claim after receipt of notice of such Third Party Claim from the Indemnified Party pursuant to
Section 5.01(b), then the Indemnified Party may defend against such claim in such manner as it
deems reasonably appropriate and is consistent with the provisions hereof. The Indemnified Party
may not settle such claim without the written consent of the Indemnifying Party, which consent
will not be unreasonably withheld, delayed or conditioned.

Exhibit F-1-11
(g) The Indemnified Party will cooperate in good faith and in all respects with the
Indemnifying Party and its representatives (including its counsel) in the investigation, negotiation,
settlement, trial or defense of any Third Party Claim (and any appeal arising therefrom), including
by making records and personnel reasonably available to the Indemnifying Party. The Parties will
cooperate with each other in any notifications to and information requests of any insurers.
(h) In no event will any Indemnified Party be entitled to indemnification for the same
Losses from more than one source. The Indemnified Parties will not be entitled to recover any
Losses relating to any matter arising under, or any facts and circumstances relating to or arising
out of, a provision of this Agreement to the extent that the Indemnified Parties have already
recovered Losses with respect to such matter pursuant to another provision of this Agreement or
any other Transaction Agreement. If a state of facts exists that would allow an Indemnified Party
to seek recovery under both this Agreement on the one hand, and another Transaction Agreement,
on the other hand, then such Indemnified Party only may seek recovery for Losses under this
Agreement or such other Transaction Agreement, as applicable.
(i) Each Indemnified Party will use, and will cause all other Indemnified Parties to use,
commercially reasonable efforts to mitigate all Losses upon and after becoming aware of any event
that would reasonably be expected to give rise to Losses, including by (i) making and diligently
pursuing all claims under and collecting all amounts recoverable under any applicable insurance
policies (other than self-insurance policies), indemnification agreements, Contracts and other
similar rights for all Losses to the extent such Losses are covered by such insurance policy,
indemnification agreement, Contract or similar right of such Indemnified Party, (ii) incurring costs
only to the minimum extent necessary to remedy any breach or remediate any other situation, and
(iii) refraining from taking any action that might give rise to, or otherwise encouraging or
soliciting, any Third Party Claim.
Section 5.02 Limitation on Liability.
In no event shall Seller have any liability under any provision of this Agreement for any
punitive, incidental, consequential, special, or indirect damages, including loss of future revenue
or income, loss of business reputation, or opportunity relating to the breach or alleged breach of
this Agreement, or diminution of value or any damages based on any type of multiple, whether
based on statute, contract, tort, or otherwise, and whether or not arising from the other Party’s sole,
joint, or concurrent negligence, strict liability, criminal liability, or other fault. Buyer
acknowledges that the Services to be provided to it hereunder are subject to, and that its remedies
under this Agreement are limited by, the applicable provisions of Section 1.02, including the
limitations with respect to the Services.
ARTICLE 6
MISCELLANEOUS
Section 6.01 Notices.
All Invoices, notices, requests, demands and other communications permitted or required
to be given or delivered hereunder will be delivered in writing by email and shall be deemed
conclusively to have been given or delivered (a) if sent by email at or before 5:00 p.m. Mountain

Exhibit F-1-12
Time on a Business Day, then on such Business Day and (b) if sent by email after 5:00 p.m.
Mountain Time on a Business Day or at any time on a day that is not a Business Day, then on the
immediately following Business Day; provided, however, that any such notice, request, demand
or other communication delivered by email that has not been confirmed or acknowledged in
writing via email by the applicable recipient will only be effective if such notice, request, demand
or other communication is also delivered by hand, deposited in the United States mail, postage
prepaid, registered or certified mail, or delivered by nationally recognized private courier on or
before three Business Days after its delivery by email. All notices, requests, demands and other
communications permitted or required to be given or delivered hereunder will be addressed as
follows:
(a) If to Buyer, addressed to it at:
Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
(b) If to Seller, addressed to it at:
Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
Either Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner set
forth in this Section 6.01.

Exhibit F-1-13
Section 6.02 Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation
of this Agreement.
Section 6.03 Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or
unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.
Section 6.04 Entire Agreement.
This Agreement, including all Service Schedules, and the Confidentiality Agreement
constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject
matter contained herein and supersede all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject matter. In the event and to the extent
that there is a conflict between the provisions of this Agreement and the provisions of the Purchase
Agreement as it relates to the Services hereunder, the provisions of this Agreement shall control.
Section 6.05 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. Neither Party may assign its rights or obligations
hereunder without the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its
obligations hereunder.
Section 6.06 No Third-Party Beneficiaries.
Except as otherwise provided in Article 5, this Agreement is for the sole benefit of the
Parties and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit,
or remedy of any nature whatsoever, under or by reason of this Agreement.
Section 6.07 Amendment and Modification; Waiver.
This Agreement may only be amended, modified, or supplemented by an agreement in
writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to
exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any

Exhibit F-1-14
right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power, or privilege.
Section 6.08 Governing Law.
This Agreement and all disputes and controversies hereunder will be governed by and
construed in accordance with the domestic laws of the State of Oregon without giving effect to
any choice or conflict of law provision or rule (whether of the State of Oregon or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
Oregon.
Section 6.09 Waiver of Jury Trial.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Section 6.10 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.
Section 6.11 Delivery by Electronic Transmission.
This Agreement and any amendments hereto, to the extent signed and delivered by means
of .PDF or other electronic transmission, will be treated in all manner and respects as an original
contract and will be considered to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any Party, the other Party will re-
execute original forms thereof and deliver them to the other Party. No Party will raise the use of a
.PDF or other electronic transmission to deliver a signature or the fact that any signature or contract
was transmitted or communicated through the use of a .PDF or other electronic transmission as a
defense to the formation of a contract and each such Party forever waives any such defense
[Signatures on Following Pages]

Signature Page to Transition Services Agreement

Exhibit F-1-15
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
BUYER:
OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.
By:___________________________________
Name:
Title:

Signature Page to Transition Services Agreement

Exhibit F-1-16

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
SELLER:
IDAHO POWER COMPANY
By:_______________________
Name:
Title:

Exhibit F-1-17
Exhibit A
Cost Methodology

Seller Personnel Support:
Buyer to pay actual cost of Seller employee wages plus all employment, labor and benefit related
personnel loadings. The current Seller personnel loading rate is 84% to be multiplied and added
to the base hourly wage. Seller employee wages are adjusted annually for all employees and
updated during the year for certain employees that have not reached the top of their respective
pay grade. The personnel loading rate will be updated periodically and may be adjusted annually.

Seller pays 1.5x for scheduled/regular overtime and 2x hourly wage for restoration overtime
labor. Personnel loadings will only be applied to the base wage component of the overtime labor
as outlined in the examples below.

Other non-labor costs:
Buyer to pay actual costs for the following expenses associated with Services as applicable:
• Equipment
• Vehicles
• Materials
• Purchased services
• Rentals
• Business meals/lodging

Examples
The following examples are the costs for calendar year 2026 for top-of-grade employees in the
respective positions.

1. Straight time labor
Lineman (Trouble Work): $65.03/hr *(1+0.84 personnel loading) =
$119.66//hr
Stations Apparatus Technician: $62.53/hr *(1+0.84 personnel loading) =
$115.06/hr

2. Scheduled/regular overtime (1.5x base wage)
Lineman (Trouble Work): $65.03/hr *(1+ 0.84 personnel loading + 0.5 OT) =
$152.17/hr
Stations Apparatus Technician: $62.53/hr * (1+ 0.84 personnel loading + 0.5 OT)
= $146.32/hr

3. Restoration overtime (2x base wage)
Lineman (Trouble Work): $65.03/hr *(1+ 0.84 personnel loading + 1.0 OT) =
$184.69/hr
Stations Apparatus Technician: $62.53/hr * (1+ 0.84 personnel loading + 1.0 OT)
= $177.59/hr

4914-3412-4175.2
Exhibit F-2
Transition Services Schedule
See attached
F-2-1
Exhibit F-2
Draft Transition Services
As used herein, “OTEC” refers to Buyer and “IPC” or “Idaho Power” refers to Seller under the
Agreement. All Services provided under the Transition Services Agreement, as described herein,
shall be paid for by OTEC as provided in Article 2 of the Transition Services Agreement and the
applicable Service Schedule.
Metering
Meter Reading
It is intended that OTEC will acquire AMI equipment in OR and IPC will retain AMI
equipment in Idaho. Following the term of the applicable Service Schedule, OTEC will
need to provide backhaul communications equipment and services to enable meter reads
for AMI equipment acquired by OTEC associated with IPC retained substations. IPC and
OTEC to agree on the process for OTEC substation access to service their equipment.
IPC to continue collecting meter reads for Oregon customers (TWACS and other
methods) and deliver data to OTEC electronically daily following the close of the sale
and through the term of the applicable Service Schedule as described below. Meter data
to include daily energy usage (kwh, kw, and kVARh if required), and detailed hourly
interval data (kw). This obligation will continue until OTEC completes its own AMI
system migration for those premises or implements an alternative mutually agreed
solution that enables OTEC to independently obtain billing‑quality meter data without
material degradation in functionality.
OTEC-Owned Stations and IPC-Retained Substations in Oregon: For customers
served out of Oregon AMI infrastructure that is transferring to OTEC as part of the
Agreement, IPC will continue to provide meter data for a period of 36 months following
the Closing, or until OTEC transitions the operation of the AMI equipment to its own
systems and IPC implements a solution to read IPC revenue meters from these
stations/feeders. The Parties will meet periodically during the transition to align cutover
schedules and minimize duplicate field work.

OTEC Customers served from Idaho Stations: For customers located in Oregon that
are served from Idaho-based substations where IPC retains ownership and operation of
AMI Modulating Transformer Units (MTUs) and associated Substation Communication
Equipment (SCE), IPC will provide OTEC with billing‑quality AMI data for those OTEC
customers for 36 months or until OTEC implements an alternative solution allowing them
to directly acquire the meter data, whichever occurs first. Notwithstanding anything in the
previous statement, as provided in the Agreement and the Transition Services Agreement,
OTEC will compensate IPC for all metering costs for Oregon customers on and after
Closing until OTEC has incorporated its own independent metering solution.
F-2-2

As per the Agreement, each Party will compensate the other party for costs incurred to
bill the first Party’s customers without markup or profit margin commencing from the
Closing to the time when the Services are no longer required per the language above in
this section.

Meter Inventory & Stocking
IPC to continue stocking compatible TWACS meters for both new service installations
and routine replacements until the transition of AMI systems is completed as noted
above. This obligation sunsets on a substation‑by‑substation (or feeder‑by‑feeder) basis
upon (i) completion of AMI cutover for the affected feeders or (ii) decommissioning of
TWACS for that area, whichever occurs first. This will ensure TWACS system
compatibility until OTEC can stock compatible TWACS meters and complete the
substation communications and Meter Data Management (MDM) transfer.
Notification of Meter Changes
OTEC will provide daily notifications of any completed meter changes to IPC. This
process ensures that IPC can continue to operate the automated meter system effectively.
Meter Ping and Remote Disconnect Reconnect
Share metering data between utilities when possible.
 Ping
 Instantaneous reads
Geographic Information System (GIS) Data Provision
IPC will provide OTEC with Geographic Information System (GIS) data to enable OTEC to
develop a comprehensive engineering and electric network model of the system being acquired,
as well as any connected assets that remain with IPC. This transfer will include all necessary
facility data, network elements, related tables, and active domain exports required to construct a
functional model within OTEC’s ESRI-based GIS platform. To ensure accuracy and usability,
IPC and OTEC will work together to determine the correct file formats and processes for data
exchange. This collaboration will continue through the Closing and for an additional six-month
period, during which any changes to the network will be updated and reflected in the GIS model.
Circuits retained by IPC that impact OTEC service locations will be updated periodically to
provide functional modeling of the system. Circuits transferred to OTEC that impact IPC service
locations will be updated periodically to provide functional modeling of the system.
Outage Management Transition
For circuits where IPC and OTEC continue shared operations, outage data will be shared as near
real-time as possible to maintain system reliability. Data will be shared electronically to support
efficient operations and outage management. Post-hoc data will be shared daily to support
system planning.
F-2-3
Data changes made by either Party that affect electric network operability will be shared the day
the change is made.
Supervisory Control and Data Acquisition (“SCADA”) Integration
ICCP Connection Establishment
An Inter-Control Center Communications Protocol (ICCP) connection will be established
between OTEC and IPC SCADA systems. This connection will enable the bi-directional
transfer of real-time operational data for each Intelligent Electronic Device (IED) located
within the acquired territory.
Data Sharing of SCADA Points
SCADA points will be made accessible and shared between both systems. This sharing
applies to all scenarios in which OTEC members are served via IPC equipment, as well
as instances where IPC customers are served by OTEC devices. This arrangement ensures
seamless monitoring and control across the respective service areas during and after the
transition period.
Substation & Field Apparatus
Spare Equipment Inventory Access
IPC to provide access to spare and backup substation equipment fleet for emergency
failures. The acquired substations contain several older specialty equipment items that
may require backup equipment. In most cases, OTEC does not have access to spare
equipment, and OETC does not view purchasing new spare equipment as reasonable at
current market prices and lead times. OTEC will pay book value on any used spare
equipment provided by IPC and compensate IPC for any deployment-related costs or
services.
IPC will make reasonable efforts to supply such surplus equipment when it is available.
The provision of replacement equipment is contingent upon IPC’s inventory and
availability at the time of need. IPC will use commercially reasonable efforts to notify
OTEC if IPC intends to scrap any equipment that IPC believes could be useful to OTEC
based on the Acquired Assets.
Spares used to support OTEC may also be required as backups for IPC stations. When
this occurs, IPC and OTEC will coordinate to replace the deployed spare and determine
associated cost responsibilities.
This process is intended to facilitate a smooth transition and minimize operational
disruptions while OTEC works to standardize equipment.
Mobile Substation Services
IPC to provide mobile substation services to OTEC for those locations that require a
mobile substation for emergencies or routine work. OTEC does not currently operate a
system that requires a mobile substation, and, thus, does not have one. OTEC will work
with IPC to schedule any scheduled maintenance at a time that works for both Parties.
F-2-4
IPC to transport and operate the mobile substation. OTEC to compensate IPC for any
mobile substation services.
Substation Communications
For all substations acquired by OTEC, communications will continue to be maintained by
IPC throughout the term of the applicable Service Schedule. Specifically, IPC will
provide communications support for a period of up to 18 months, or until each substation
has been fully transitioned to OTEC-owned communication systems, whichever occurs
first. This ensures there is no interruption in communication capabilities during the
transition process.
Once a substation has been successfully transitioned and OTEC has assumed
responsibility for its communications, any communications equipment at that facility
must be governed by a cyber security agreement protecting sensitive information on those
assets. For example, decommissioned MPLS equipment will need to be scrubbed of
encryption keys before being disposed of. This process will ensure a clear handoff of
operational responsibilities and equipment ownership as OTEC integrates the substations
into its own network and infrastructure.
For communications outages and emergency response during the transition period, OTEC
will compensate IPC for any related costs or services as provided in the Transition
Services Agreement and the applicable Service Schedule.
Field Apparatus Communications
For all Intelligent Electronic Devices (IEDs) acquired by OTEC, IPC will maintain field
communications for a period of 18 months. This arrangement ensures that there is no
disruption in the operational communication capabilities of these devices during the term
of the applicable Service Schedule. Throughout this time frame, communication support
will be sustained by Idaho Power until a complete transition to OTEC’s ownership and
management is achieved. This process facilitates a smooth integration of the acquired
IEDs into OTEC’s network and maintains reliable real-time data exchange and
monitoring. OTEC will compensate Idaho Power for any direct support of OTEC owned
devices. For the avoidance of doubt, IPC is excluding 700MHz FAN backhaul
infrastructure from the Acquired Assets, and after the term of the applicable Service
Schedule, these devices will not communicate.
Estimating & Design Services
At and after Closing, OTEC will field member requests, complete project designs, and
prepare cost estimates from its members. OTEC will then coordinate construction with
IPC personnel in accordance with the applicable Service Schedule or enter into a new
Service Schedule. This arrangement is designed to ensure that ongoing and new Service
requests are handled efficiently during the post-Closing period, minimizing any
disruption to members seeking new connections.
All documentation regarding work order design, estimation, change orders and as built
design will be provided to OTEC for any work orders that are field completed during the
post-Closing period in accordance with the applicable Service Schedule. If the work
order is designed in GIS, all associated GIS data will be delivered to OTEC.
F-2-5
New Business (Line Extension) Construction
As a Service under the Transition Services Agreement, IPC will complete all
new‑business (line extension) projects for which (i) the design is completed and (ii) the
required customer funding is received prior to the Closing. Such projects do not need to
be constructed before Closing for IPC to retain responsibility to complete them during the
transition period. IPC will not charge OTEC for completing these pre‑Closing
designed‑and‑funded projects. If the scope or design of any such pre‑Closing project
changes, IPC and OTEC will cooperate to obtain any additional customer funding
required for the revised work. Any new business project that is designed and/or funded
on or after Closing will be constructed by OTEC. However, in accordance with the
Transition Services Agreement, OTEC may request IPC to provide new construction
services (line crews) to support post-Closing new‑business needs, subject to availability
and payment as provided in the Transition Services Agreement.
Customer / Member Billing Support
Customer / Member bill creation, mailing and processing will be handled by OTEC at
and after Closing. IPC will continue to collect cash and check at its operations center to
match current practice for IPC Oregon customers within the territory acquired by OTEC,
for a period of 30 days following the Closing Date. Any such funds will be held in office
and must be picked up by OTEC employees daily. The intent of this clause is to reduce
customer frustration. OTEC will also handle payments via phone, kiosk, website, app and
in-office once physical Ontario office is established.
Emergency Response
The information below is general in nature. OTEC and IPC will develop a standard
operating procedure and protocol to address emergency response, communications, and
system operations.
1. Services
a. IPC will dispatch line restoration personnel for specific coverage areas for a
12-month period immediately following Closing. OTEC will compensate
Idaho Power for emergency response services in accordance with the
Transition Services Agreement. Resource levels provided will be first
responder and line crew needed for restoration services.
2. Coverage Area
a. Defined by substation and circuit list
3. Flow of emergency response communications:
a. OTEC Member >< OTEC Dispatch >< IPCO Dispatch >< First Responder
b. Outage Response
i. Members will call OTEC outage number to report service
interruption/emergency
F-2-6
ii. OTEC Dispatch (CRC after-hours) will contact IPC to dispatch an IPC
first responder.
iii. IPC Responder will report status to IPC Dispatch
iv. IPC Dispatch will update status to OTEC Dispatch/management with
response and status.
Non-Emergency System Maintenance
OTEC will assume responsibility for all other maintenance activities upon Closing.
Field Employee Communications
To support safe joint field operations during the transition period, IPC and OTEC will make
commercially reasonable efforts to provide limited, standards‑based interoperability between
their radio systems through methods such as AIS wireline integration or dispatch‑level talkgroup
cross‑patching, if technically feasible. Neither Party is required to modify or upgrade core radio
infrastructure, and each retains sole control of its system’s configuration and security.
Interoperability will be restricted to mutually approved operational or emergency talkgroups
necessary for coordination on shared circuits.

4914-3412-4175.2
Schedule 1.01(a)
Acquired Assets

1. Tangible personal property and fixtures located at the System’s electrical substations that are used in
the provision of System electric distribution service, including structures, poles and other supporting
structures, wires, fuses, switches, conductors and conduit, transformers, switches and relays, valves,
regulators and equipment, corrosion protection fittings and equipment, telemetering and
communications equipment, protective equipment, and meters;
2. the transmission system assets specifically listed below in this Schedule 1.01(a) (except any
transmission system assets specifically listed in Schedule 1.01(b) as Excluded Assets);
3. all real property exclusively related to the operation of the System, including the premises on which
distribution electrical substations are located;
4. permits and rights to the use of land (such as easements, licenses, and rights of way) that are used by
Seller, solely associated with the operation of the System, and can be transferred;
5. all permits of the Seller under agreements with Third Parties or issued by Governmental Bodies that
are exclusively related to the operation of the System and that can be transferred;
6. any unexpired warranties relating to Acquired Assets that can be transferred;
7. all claims of Seller against Third Parties relating to the Acquired Assets that arise after the Closing;
8. all Contracts to which Seller is a party that relate exclusively to the Business, including any pole
attachment agreements, joint-use agreements, facilities agreements, agreements relating to Seller-
owned property on customer property, franchise agreements, borderline agreements, encroachment
agreements, and tangible personal property leases, to the extent such contracts are assignable, and those
Contracts set forth on Schedule 1.01(c) (collectively, the “Assigned Contracts”);
9. copies of all (x) customer lists, data from operating systems and information databases (including, but
not limited to, customer load data) in a reasonably usable format, books and records, meter reading and
service data, and operating and maintenance records; (y) environmental reports; and (z) warranty
information and engineering design plans, GIS mapping data, blueprints and as-built plans and
specifications and procedures, in each case, to the extent related to the provision of retail electric
distribution service to customers by the System, in the possession of Seller and in their then-current
condition and form; and
10. any legal, equitable, and territorial rights granted by state, local, and any other authority to Seller
pertaining to the provision of System electric distribution service within the approved service area of
the System, including franchise agreements, to the extent such rights may be transferred.

4914-3412-4175.2
11. Specific Distribution, Transmission, and Interconnection Assets Included in Acquired Assets

Location
Code Type Location Description
DLOR001 Distribution Dist. Lines, Baker, OR
DLOR013 Distribution Dist. Lines, Harney, OR
DLOR023 Distribution Dist. Lines, Malheur, OR
DLOR032 Distribution Dist. Lines, Wallowa, OR
DLORXXX Distribution
Dist Lines Oregon -
Conversion
ICHLSR Distribution Hyline Solar Center
ICLMWP Distribution Lime Wind Park
ICVDSR Distribution Verde Light Solar Gen. Inter.
SFxxxxx Distribution
Facilities Charge Customer
Loc (including Ash Grove
Transmission Facility)
STADRN Distribution Adrian Substation
STCWVY Distribution Cow Valley Substation
STDRKE Distribution Durkee Substation
STDWSY Distribution Drewsey Substation
STESTN Distribution Easton Substation
STHFWY Distribution Halfway Substation
STHGTN Distribution Huntington Substation
STHOLY Distribution Holly Substation
STHOPE Distribution Hope Substation
STHRPR Distribution Harper Substation
STJNGH Distribution Jacobsen Gulch Substation
STJMSN Distribution Jamieson Substation
STJNTA Distribution Juntura Substation
STJNVY Distribution Jordan Valley Substation

4914-3412-4175.2
Location
Code Type Location Description
STLIME Distribution
Lime Substation (easement
only; not held in fee) (there is
no equipment at Lime
Substation – it has been
decommissioned)
STMRBT Distribution Malheur Butte Substation
STRKVL Distribution Rockville Substation
STUNTY Distribution Unity Substation
TL0216 Transmission Line #216 69Kv
TL0226 Transmission Line #226 69Kv
TL0241 Transmission Line #241 69Kv
TL0247 Transmission Line #247 69Kv
TL0353 Transmission Line #353 69Kv
ICBRSR Interconnection Brush Solar
ICGRSR Interconnection Grove Solar Center
ICMGSR Interconnection Morgan Solar
ICONSR Interconnection Ontario Solar 3MW
ICORSR Interconnection Open Range Solar Center
ICRRSR Interconnection Railroad Solar Center
ICTESR Interconnection Thunder Egg Solar Center
ICVASR Interconnection Vale Air Solar Center
ICVLSR Interconnection Vale 1 Solar

4914-3412-4175.2
Schedule 1.01(b)
Excluded Assets

1. Any refunds, credits, overpayments or prepayments of Taxes of or otherwise imposed on Seller or any
of its Affiliates (including any Taxes that are allocated to the Seller pursuant to Section 7.02(a)), any
other Tax assets of the Seller or any of its Affiliates, and any claims, interests or rights with respect to
any of the foregoing.
2. Tax Returns and other books and records (including supporting work papers) related to Taxes (which,
for the avoidance of doubt, shall include any income Tax Returns of Seller or any of its Affiliate);
provided, that Buyer may request copies of those portions of any such Tax Returns that are non-income
Tax Returns that relate solely to the Business and any notes, worksheets, files or documents relating
thereto, where necessary or desirable for use in connection with the preparation of Tax Returns or
complying with any Law relating to Taxes.
3. All transmission-related assets of Seller (including the real property and related permits and property
rights related to such assets and tangible personal property and fixtures located at or affixed to such
assets) other than those set forth on Schedule 1.01(a). The transmission-related Excluded Assets include
but are not limited to, the following:
(a) Line #241 69kV, the first ~3 miles of the line out to the Neal Hot Springs Tap and the ~10.5 mile
section of line that extends out to Neal Hot Springs.
(b) Line #216 69kV – ~10.5 miles of line that is co-located with a 230kV line.
(c) Line #246 69Kv.
(d) Line #945 69Kv.
4. The following distribution-related assets (including the real property and related permits and property
rights related to such assets and tangible personal property and fixtures located at such assets, except
as provided in the proviso below):
Location
Code Type Location Description
DLOR001 Distribution DUKE-012 Distribution
DLOR032 Distribution HCSU-011 Distribution
STOBPR;
DLOR001 Distribution Oxbow Power Substation
DLOR001 Distribution
OBPR-011 & OBPR-012
Distribution
DLOR023 Distribution
ONTO-014 Distribution
(trunkline to Idaho)
DLOR023 Distribution ONTO-015 Distribution

4914-3412-4175.2
Location
Code Type Location Description
DLOR001 Distribution
Limited PNCK-011 Distribution
(equipment to serve various
Oxbow Village locations)
DLOR001 Distribution PNCK-012 Distribution
DLOR023 Distribution
NYSA-012 Distribution
(trunkline to Idaho)
STCARO Distribution Cairo Substation
STDUKE Distribution Duke Substation
STHCSU Distribution Hells Canyon Distribution
STNYSA Distribution Nyssa Substation
STOIDA Distribution Ore-Ida Substation
STONTO Distribution Ontario Substation
STPNCK Distribution Pine Creek Substation
STVALE Distribution Vale Substation
ICHGWP Distribution Huntington Wind Proj Interconn

Provided that the following shall not be Excluded Assets but shall be deemed to be Acquired Assets:
Modulating Transformer Units (“MTUs”) for Advanced Metering Infrastructure (AMI) located at the
STCARO, STNYSA, STOIDA, STONTO, and STVALE substations and associated Substation
Communication Equipment (SCE) installations affixed to such MTUs, but shall not include (1) any concrete
or other pad on which the MTU is located or (2) any cabling attached to the MTU which connects to Seller's
equipment, each of which (1) and (2) shall be deemed to be Excluded Assets.

5. All off‑site communications transport and network rights (including ADSS (all-dielectric self-
supporting cable) or OPGW (optical ground wire) fiber, wireless or satellite backhaul, carrier circuits,
and IP/MPLS backbone connectivity) that carry traffic from Acquired Asset sites to Seller’s networks;
for avoidance of doubt, communications equipment present at such Acquired Asset sites is an Acquired
Asset, but any right to use Seller’s transport or logical connectivity is an Excluded Asset.

6. Revenues and amounts payable for all services rendered to customers of the Business prior to the
Closing.
7. Any assets or services of Seller or its Affiliates relating to shared or corporate functions.

4914-3412-4175.2
Schedule 1.01(c)
Assigned Contracts

1. Statement of Work #16738 to the Master Construction Agreement, dated September 24, 2025,
by and between Seller and .
2. Sales Invoice #PS-INV106206, dated February 6, 2025, by and between Seller and
.
3. Sales Invoice #PS-INV106692, dated June 25, 2025, by and between Seller and
.
4. Statement of Work #14954 to the Construction Agreement, dated August 26, 2024, by and
between Seller and .
5. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated December 22, 2014, by and between Seller and ,
.
6. Amended Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier
4 Interconnection, dated October 11, 2011, by and between Seller and
7. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and

8. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and
9. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and
10. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and

11. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated March 4, 2015, by and between Seller and
12. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Morgan Solar #510), dated July 12, 2017, by and between Seller and
.
13. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Vale 1 Solar Project #511), dated July 12, 2017, by and between Seller and
.
14. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Brush Solar #512), dated July 12, 2017, by and between Seller and
.

4914-3412-4175.2
15. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Ontario Solar #525), dated September 17, 2018, by and between Seller and
.
16. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated July 22, 2021, by and between Seller and
as amended by First Amendment,
dated November 8, 2021, Second Amendment, dated April 15, 2022, and Third Amendment,
dated July 10, 2023.
17. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated October 14, 2025, by and between Seller and .
18. Wildfire Mitigation Camera License Agreement, dated October 2, 2025, by and between Seller
and .
19. Statement of Work #15560, dated January 5, 2025, to Professional Services Agreement, dated
January 15, 2020, by and between Seller and
as amended by a Change Order #01 to the Statement of Work, dated October 27, 2025, and a
Change Order #2 to the Statement of Work, dated November 21, 2025.
20. Project Construction Agreement, dated March 27, 2025, by and between Seller and
, as amended by a Change Order #01, dated September 26, 2025.
21. Project Construction Agreement, dated August 25, 2025 by and between Seller and
.
22. General Terms and Conditions Goods and Services between Seller and
, executed November 4, 2019 Purchase Order 229670_001, issue date January 23, 2025
23. General Terms and Conditions Goods and Services between Seller and
Purchase Order 227917_001, issue date December 26, 2024
24. General Terms and Conditions Goods and Services between Seller and
Purchase Order 233081_001, issue date June 09, 2025
25. Master Agreement, dated May 6, 2024, by and between Seller and .
26. Invoice #INV000329067, dated July 18, 2024, by and between Seller and ,
, subject to the URL terms at
27. Ordinance No. 39, dated August 5, 2013, by and between Seller and .
28. Ordinance No. 10-13-2022, dated November 14, 2022, by and between Seller and

29. Ordinance No. 2022-04, dated January 20, 2023, by and between Seller and

30. Ordinance No. 187, dated June 21, 2016, by and between Seller and ,

31. Ordinance No. 653-16, dated December 13, 2016, by and between Seller and ,

4914-3412-4175.2
32. Ordinance No. 2776-2020, dated June 23, 2020, by and between Seller and ,
.
33. Ordinance No. 2021-03, dated November 12, 2021, by and between Seller and

34. Ordinance No. 2013-01, dated August 30, 2013, by and between Seller and

35. Ordinance No. 854, dated May 4, 2007, by and between Seller and
36. Pole Attachment and Conduit Use Agreement, dated May 13, 2013, by and between Seller and

37. General Agreement for Joint Use of Wood Poles, dated August 20, 2001, by and between Seller
and .
38. Master Agreement for Location of Facilities, dated May 20, 2002, by and between Seller and

39. Joint Use Agreement, dated September 7, 2011, by and between Seller and

40. Pole Attachment and Conduit Use Agreement, dated November 21, 2019, by and between
Seller and .
41. Joint Use Agreement, dated August 19, 2011, by and between Seller and

42. Application and Permit for Attachments, dated July 1, 1946, by and between Seller and

43. Pole Attachment Agreement, dated August 20, 1997, by and between Seller and

44. Pole Attachment Agreement, dated August 20, 2009, by and between Seller and

45. Joint Use Agreement, dated October 27, 2011, by and between Seller and
46. Contracts for the Oregon Solar Photovoltaic Pilot Program
a. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of
December 10, 2010, as amended (Project no. 90000001).
b. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of
December 10, 2010, as amended (Project no. 90000003).
c. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of April 12, 2011,
as amended (Project no. 90000004).

4914-3412-4175.2
q. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000056).
r. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000057).
s. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000059).
t. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000060).
u. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 6, 2012 (Project no. 90000061).
v. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000062).
w. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000063).
x. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000064).
y. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of August 10, 2012 (Project no.
90000067).
z. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000072).
aa. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of January 26, 2012 (Project no.
90000073).
bb. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000075).
cc. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000076).

4914-3412-4175.2
dd. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012, as
amended (Project no. 90000078).
ee. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 28, 2012 (Project no.
90000079).
ff. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000080).
gg. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of February 24, 2011
(Project no. 90000025).
hh. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000081).
ii. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000084).
jj. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000086).
kk. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of January 26, 2012 (Project no.
90000088).
ll. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001301).
mm. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001302).
nn. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001303).
oo. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of August 19, 2014 (Project no.
90001306).
pp. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001307).

4914-3412-4175.2
47. Community Solar Program Purchase Agreement, dated December 2, 2021, by and between
Seller and , as amended by First Amendment, dated July
26, 2022, and Second Amendment, dated May 9, 2023.

4914-3412-4175.2
Schedule 1.01(d)
Transferred IT Assets

Only the tangible information technology assets and devices physically present in the Acquired Assets,
excluding any shared or enterprise-level software of Seller or its Affiliates included therein.

4914-3412-4175.2
Schedule 1.01(f)
Permitted Encumbrances

None

4914-3412-4175.2
Schedule 2.06
Sample Purchase Price Calculations
(a)
Example Calculation of Purchase Price For
Estimated Closing Statement and Closing
Statement Purchase Price Adjustment
($000s)

Estimated
Purchase
Price
Pursuant to
Estimated
Closing
Statement
Balances at
Closing
Reflected in
Closing
Statement
Post-Closing
Purchase
Price
Adjustment
for Excess
Amount and
Shortfall
Amount
Base Purchase Price $154,000 $154,000 $0
Plus: Fixed System Asset Adjustment $6,400 $6,500 $100
Plus: Construction Work in Progress
Adjustment $6,400 $6,300 ($100)
Less: Regulatory Liabilities Adjustment ($3,600) ($3,500) $100
$163,200 $163,300 $100

4914-3412-4175.2
(b)
Example Calculation of Purchase Price For Estimated Closing Statement if the Acquired Assets
suffer an Event of Loss:
Assumptions:
• Acquired Assets suffer damage of $10 million through an Event of Loss following signing of the
Asset Purchase Agreement.
• Seller elects under Section 6.08 to repair the damaged Acquired Assets and completes the repair
six months before Closing.
• Seller received $2 million of insurance proceeds as a result of the Event of Loss.
• Net Book Value of damaged Acquired Assets retired as a result of the Event of Loss is $1
million.

($000s)

Estimated Purchase
Price Pursuant to
Estimated Closing
Statement
Base Purchase Price $154,000
Plus: Fixed System Asset Adjustment before Event of Loss $6,400
Plus: Construction Work in Progress Adjustment before Event of
Loss $6,400
Adjustment for Event of Loss:
Plus: Fixed System Asset Adjustment for Event of Loss $10,000
Less: Net Book Value of retired Acquired Assets (under Fixed
System Asset Adjustment for Event of Loss) ($1,000)
Less: Insurance Proceeds ($2,000)
Less: Six Months of Depreciation ($100)
Plus: Construction Work in Progress Adjustment for Event of
Loss -
Total Adjustment for Event of Loss: $6,900
Less: Regulatory Liabilities Adjustment ($3,600)
$170,100

4914-3412-4175.2
Schedule 3.02(b)(vi)
Encumbrances to be Released
The Mortgage and Deed of Trust, dated as of October 1, 1937, between Idaho Power Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R. G. Page, as
Trustees, and its supplemental indentures, together with all liens associated therewith.

4914-3412-4175.2
Schedule 6.02(e)
None.

4914-3412-4175.2
Schedule 6.03
Third Party and Governmental Body Consents and Notices
(a)
1. Idaho Public Utilities Commission:
a. Approval of the Transactions & associated regulatory treatment
b. Approval of the Sales Agreement

2. Public Utility Commission of Oregon:
a. Property Disposition filing (ORS 757.480 and OAR 860-027-0025)
b. Transfer of Service Territory (ORS 758.410 and OAR 860-025-0010)

c. Approval of Assignment of Community Solar Program PPA with Verde Light
Community Solar

3. Approval of Oregon Department of Forestry Co-Op Wildfire Mitigation
4. Federal Energy Regulatory Commission
a. § 203 approval
5. Hart-Scott-Rodino antitrust filing with the Federal Trade Commission
(b)
6. Consents to transfer Franchise Agreements from the following cities:
a. Adrian, Oregon
b. Halfway, Oregon
c. Huntington, Oregon
d. Jordan Valley, Oregon
e. Nyssa, Oregon
f. Ontario, Oregon
g. Richland, Oregon
h. Unity, Oregon
i. Vale, Oregon

4914-3412-4175.2
7. Consents to assignment from the counterparties to each interconnection agreement set forth in
Schedule 1.01(c).
8. The permits, agreements, and other documents set forth in Schedule 4.11(b).

4914-3412-4175.2
Schedule 6.06
Pre-Approved Capital Expenditures

See attached.

Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
HFWY
WMPHarden - Wildfire Mitigation
Plan (WMP) Distribution
Infrastructure Improvement Program 1,200,000
The work completed under this ID will be to “harden” distribution lines as
part of the company’s Wildfire Mitigation Plan (WMP). The Overhead
Distribution Hardening program involves systematic replacement of
hardware, equipment, and materials to improve safety and reliability and
reduce ignition risk. The program is targeted for wildfire risk zones
identified in the company’s WMP. The 2026 scope will harden roughly 8.6
miles of HFWY-11 feeder beyond R4. 2027 and beyond scope is pending.
VARIOUS
POLEREPL08 - Distribution pole
replacements - inspection and
treatment follow-up work 1,700,000 1,700,000
Distribution pole replacements - inspection and treatment follow-up work
for distribution feeders groundline inspected every 10-years. The budget is
for replacement of wood poles identified as rejected, restorable rejected,
or wood stubbed is part of our asset management plan. The scope for
2026-2027 is shown to the right and the split will ultimately depend on
permits and easements for certain segments we plan to relocate from
existing alignment. 2028 scope is unidentified and will be more certain
once the 2027 inspections are complete. No Oregon feeders are currently
scheduled for 2026 inspection.
CWVY
CWVY220001 - CWVY Feeder Relay
Asset Replacement for 011A and
012A 16,165 65,820 1,179
Remove the existing SEL-351-R1 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
locations with new SEL-351-R4 controls. Update SCADA to correspond
with the logic in the new SEL-351-R4 controls. The CWVY 011A and 012A
feeder recloser controls were installed in 2003 and are early generation
SEL-351-R1 relays with the following issues: 1) the relay's firmware can no
longer be upgraded, 2) the Hot Line Hold OFF/ON function cannot be
implemented because it does not support a complete set of latches and
display points available in newer versions, 3) it uses a discontinued voltage-
based battery charging scheme that has had known issues in cold
temperatures (new versions use a more reliable current-based battery
charging scheme), 4) recloser controls are mounted in outdoor enclosures
and have a reduced life expectancy.
Page 1
Notes
2026-2027 scope:
Page 2
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
DWSY
DWSY220001 - DWSY Feeder Relay
Asset Replacement for 011A 6,768 14,623 43,354
Remove the existing SEL-351-R1 control and enclosure mounted on the
structure supporting the 011A recloser. Replace it in the same location
with a new SEL-351-R4 control. Update SCADA to correspond with the
logic in the new SEL-351-R4 control. The DWSY 011A feeder recloser
control was installed in 2003 and is an early generation SEL-351-R1 relay
with the following issues: 1) the relay's firmware can no longer be
upgraded, 2) the Hot Line Hold OFF/ON function cannot be implemented
because it does not support a complete set of latches and display points
available in newer versions, 3) it uses a discontinued voltage-based
battery charging scheme that has had known issues in cold temperatures
(new versions use a more reliable current-based battery charging
scheme), 4) recloser controls are mounted in outdoor enclosures and
have a reduced life expectancy.
HRPR
HRPR220001 - HRPR Feeder Relay
Replacement for 011A and 012A -
Preliminary Scope 6,030 33,340 42,100
Remove the existing SEL-351-R1 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
location with a new SEL-651RA controls. Update SCADA to correspond
with the logic in the new SEL-651RA controls. The HRPR 011A and 012A
feeder recloser controls were installed in 2003 and are early generation
SEL-351-R1 relays with the following issues: 1) the relay's firmware can no
longer be upgraded, 2) the Hot Line Hold OFF/ON function cannot be
implemented because it does not support a complete set of latches and
display points available in newer versions, 3) it uses a discontinued voltage-
based battery charging scheme that has had known issues in cold
temperatures (new versions use a more reliable current-based battery
charging scheme), 4) recloser controls are mounted in outdoor enclosures
and have a reduced life expectancy. These controls will be over 20 years
old at the time of proposed replacement.
HOPE HOPE220001 - HOPE T061 Install
New Transformer as part of
Infrastructure Replacement 1,143,129 1,179 -
Replace existing T061 transformer with new transformer. Add 061L load
break switch. Replace 011A recloser protection and control with new SEL-
351R-4. Replace the AC load center. The existing HOPE T061 transformer
was manufactured in 1948 and repair parts are no longer conveniently or
economically available.
Page 3
Notes
Page 4
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
JNVY
JNVY240001 - JNVY Feeder Relay
Replacement for 011A, 012A 45,191 129,055 1,136
Remove the existing SEL-351-R2 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
locations with new SEL-651-RA controls. Update SCADA to correspond
with the logic in the new SEL-651-RA controls. The JNVY 011A and 012A
feeder recloser controls were installed in 2002 and 2003, and are originally
early generation SEL-351-R1 relays. They had a firmware upgrade in 2013
to convert both to SEL-351-R2. These relays have the following issues: 1)
the relay's firmware can not be upgraded to a new version, 2) the Hot Line
Hold OFF/ON function cannot be implemented because it does not
support a complete set of latches and display points available in newer
versions, 3) it uses a discontinued voltage-based battery charging scheme
that has had known issues in cold temperatures (new versions use a more
reliable current-based battery charging scheme), 4) recloser controls are
mounted in outdoor enclosures, and have a reduced life expectancy.
JNVY
JNVY210002 - JNVY Rebuild JNVY 031
Trunk Line 677,143 -
JNVY31 has end-of-line voltage issues as a result of years of load growth.
Estimated cumulative voltage drop over the whole feeder is 25V or 21% on
existing #8A CW and #2/0.This project will rebuild three sections of the
JNVY31 trunk line to 336AAC to improve voltage, wire quality and replace
poles as necessary. This is approximately ten miles of line. The work will
begin closest to JNVY substation to gain the greater the benefit and work
the remaining sections in succession. Section #1: Rebuild conductor
along the trunk-line, starting at Pole GISO#496548 to GISO#496584, and if
possible, move closer to the highway because it is hard to patrol. 6,893ft
(1.25mi) at 35kV. Section #2: Rebuild conductor starting at GISO#496636
to JNVY31R19, Pole G#4177042, 32,000ft (6mi) at 35kV Section #3: Rome
area – rebuild conductor starting at TX14, pole G#4177498 to Pole
G#507697, 11,500ft (2.1mi) at 12.47kV
Page 5
Notes
Pulled in 2027 costs into 2026. Total project cost reduced $200k.
Page 6
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
UNTY
UNTY220001 - UNTY Feeder Relay
Replacement for 011A 37,908 - -
Remove the existing 011A SEL-351-R1 control and enclosure mounted on
the structures supporting the 011A recloser. Replace in the same
locations with new SEL-651RA control. Update SCADA to correspond with
the logic in the new SEL-651RA control. The UNTY 011A feeder recloser
control was installed in 2003 and is an early generation SEL-351-R1 relay
with the following issues: 1) the relay's firmware can no longer be
upgraded, 2) the Hot Line Hold OFF/ON function cannot be implemented
because it does not support a complete set of latches and display points
available in newer versions, 3) it uses a discontinued voltage-based
battery charging scheme that has had known issues in cold temperatures
(new versions use a more reliable current-based battery charging
scheme), 4) recloser controls are mounted in outdoor enclosures and
have a reduced life expectancy.
VARIOUS
UGCR - Replace direct buried cables - 85,000
This is an annual program to replace all of the direct-buried cables with
unjacketed, concentric neutrals throughout the Company. Replacement of
these cables reduces the risk of faults and outages. The 2026 scope in
Oregon is for the Ontario-19 feeder. No other Oregon cable identified in
2026.
T216 T216250001 - T216 - 10-year
Inspection Repairs Line #216,
Brownlee - Pine Creek Sub. - Halfway 15,215 103,131
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T226
T226250001 - T226 - 10-year
Inspection Repairs Line #226, Vale -
Harper - Juntura - Drewsy 12,875 1,140 104,000
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T241
T241250001 - T241 Vale - Unity 69 kV
- Correct Priority 2 Defects Identified
by Patrolman 165,506
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T247
T247250001 - T247 - 10-year
Inspection Repairs Line #247,
Drewsy - Sandhill 13,141 1,144 104,000
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
Distribution
Lines Oregon
B00100140 - Western OH Planned
Reconstruction 144,031 147,632 151,323
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B00100141 - Western UG Planned
Reconstruction 40,012 41,013 42,038
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B00300114 - Western UG Unplanned
Reconstruction 92,795 95,114 97,492
Emergency reconstruction of lines due to unforeseen events. Based on a 3
year average of actual costs.
Distribution
Lines Oregon
B00300119 - Western OH Unplanned
Reconstruction 375,000 384,375 393,984
Emergency reconstruction of lines due to unforeseen events. Based on a 3
year average of actual costs.
Page 7
Notes
Design completed in 2025. Work moved into 2026 to complete.
Scope shifted to 2027
Unclear on why this wasn't captured in September/October.
Page 8
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
Distribution
Lines Oregon
B09900124 - Western UG New
Business 146,948 150,622 154,388
New infrastructure to support regional growth. Based on a 3 year average
of actual costs.
Distribution
Lines Oregon B09900146 - Western Oregon Patrol 343,343 351,926 360,724
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B09900150 - Western OH New
Business 495,804 508,199 520,904
New infrastructure to support regional growth. Based on a 3 year average
of actual costs.
Total Budget 6,677,004 3,813,313 2,016,622
Change from Oct 2025 280,139 (121,521) (20,735)
Page 9

4914-3412-4175.2
Schedule 7.11(g)
PURPA Projects

PURPA Name Size (kW)
Open Range Solar Center, LLC 10,000
Vale Air Solar Center, LLC 10,000
Grove Solar Center, LLC 6,000
Hyline Solar Center, LLC 9,000
Railroad Solar Center, LLC 4,500
Thunderegg Solar Center, LLC 10,000
Ontario Solar Center 3,000
Vale I Solar 3,000
Brush Solar 2,750
Morgan Solar 3,000
Lime Wind Energy 3,000

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-26-21

IDAHO POWER COMPANY

ATTACHMENT NO. 2
ASSET PURCHASE AGREEMENT
CONFIDENTIAL
Execution Version
4914-3412-4175.2
ASSET PURCHASE AGREEMENT
by and between
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
and
IDAHO POWER COMPANY
dated as of
February 13, 2026
TABLE OF CONTENTS
Page
- i -
4914-3412-4175.2
ARTICLE 1 DEFINITIONS .......................................................................................................... 1
Section 1.01 Defined Terms ............................................................................... 1
Section 1.02 Construction ................................................................................. 13
ARTICLE 2 PURCHASE AND SALE OF ACQUIRED ASSETS; ASSUMPTION OF
LIABILITIES; PURCHASE PRICE ........................................................................................... 14
Section 2.01 Purchase and Sale of Acquired Assets; Treatment of
Excluded Assets ........................................................................... 14
Section 2.02 Assignability and Consents .......................................................... 14
Section 2.03 Assumed Liabilities ..................................................................... 15
Section 2.04 Excluded Liabilities ..................................................................... 15
Section 2.05 Purchase Price .............................................................................. 16
Section 2.06 Purchase Price Adjustment .......................................................... 17
Section 2.07 Preparation of the Closing Statement .......................................... 17
Section 2.08 Disputes Regarding the Closing Statement.................................. 18
ARTICLE 3 CLOSING ............................................................................................................... 20
Section 3.01 Time and Place of the Closing ..................................................... 20
Section 3.02 Deliveries ..................................................................................... 20
ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF SELLER ................................. 22
Section 4.01 Existence and Power .................................................................... 22
Section 4.02 Corporate Authorization .............................................................. 22
Section 4.03 Non-contravention ....................................................................... 23
Section 4.04 Governmental Authorization ....................................................... 23
Section 4.05 Indebtedness ................................................................................. 23
Section 4.06 No Material Adverse Effect ......................................................... 23
Section 4.07 Taxes ............................................................................................ 23
Section 4.08 Title to Acquired Assets............................................................... 24
Section 4.09 Intellectual Property ..................................................................... 24
Section 4.10 Material Contracts ........................................................................ 25
Section 4.11 Compliance with Laws; Permits .................................................. 26
Section 4.12 Proceedings and Orders ............................................................... 26
Section 4.13 Real Property ............................................................................... 27
Section 4.14 Environmental Matters................................................................. 29
Section 4.15 Sufficiency of Acquired Assets ................................................... 30
Section 4.16 Brokers ......................................................................................... 30
Section 4.17 No Undisclosed Liabilities. .......................................................... 30
Section 4.18 Seller Financial Information. ....................................................... 30
Section 4.19 Employee Benefit and Employment Matters. .............................. 31
Section 4.20 No Other Representations ............................................................ 31
ARTICLE 5 REPRESENTATIONS AND WARRANTIES OF BUYER .................................. 31
Section 5.01 Corporate Existence and Power ................................................... 32
Section 5.02 Corporate Authorization .............................................................. 32
TABLE OF CONTENTS
(continued)
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4914-3412-4175.2
Section 5.03 Non-contravention ....................................................................... 32
Section 5.04 Governmental Authorization ....................................................... 32
Section 5.05 Compliance with Laws; Permits .................................................. 32
Section 5.06 Proceedings and Orders ............................................................... 32
Section 5.07 Financing...................................................................................... 32
Section 5.08 Solvency ....................................................................................... 33
Section 5.09 Brokers ......................................................................................... 33
Section 5.10 Non-Reliance ............................................................................... 33
ARTICLE 6 PRE-CLOSING COVENANTS ............................................................................. 33
Section 6.01 Certain Efforts .............................................................................. 33
Section 6.02 Antitrust Matters .......................................................................... 34
Section 6.03 Third Party and other Governmental Body Consents and
Notices ......................................................................................... 36
Section 6.04 Access .......................................................................................... 36
Section 6.05 Operation of the Business ............................................................ 36
Section 6.06 Capital Expenditures Prior to Closing ......................................... 38
Section 6.07 No Solicitation of Other Bids; Non-Disparagement .................... 38
Section 6.08 Casualty Loss ............................................................................... 39
Section 6.09 Disclosure Schedule Updates ....................................................... 39
Section 6.10 Title Commitment; Property Inspection. ..................................... 40
ARTICLE 7 ADDITIONAL COVENANTS............................................................................... 41
Section 7.01 General ......................................................................................... 41
Section 7.02 Tax Matters .................................................................................. 41
Section 7.03 Confidentiality ............................................................................. 43
Section 7.04 Records and Access ..................................................................... 43
Section 7.05 Certain Payments or Instruments Received from Third
Parties ........................................................................................... 43
Section 7.06 Independent Investigation; Forward-Looking Statements ........... 43
Section 7.07 Non-Recourse .............................................................................. 44
Section 7.08 Publicity ....................................................................................... 45
Section 7.09 Bulk Sales .................................................................................... 45
Section 7.10 Transition Matters ........................................................................ 45
Section 7.11 Transaction Impact Mitigation ..................................................... 46
Section 7.12 Prorations ..................................................................................... 48
Section 7.13 Environmental Investigations and Reporting............................... 48
Section 7.14 Delivery of Business Records and Related Materials .................. 48
Section 7.15 Transitional Use of Seller Intellectual Property........................... 49
ARTICLE 8 INDEMNIFICATION ............................................................................................. 49
Section 8.01 Indemnification of Buyer ............................................................. 49
Section 8.02 Indemnification of Seller ............................................................. 50
Section 8.03 Claim Procedure........................................................................... 50
TABLE OF CONTENTS
(continued)
iii
4914-3412-4175.2
Section 8.04 Third Party Claims ....................................................................... 50
Section 8.05 Limitations on Indemnification .................................................... 51
Section 8.06 Exclusive Remedy ....................................................................... 53
Section 8.07 Survival of Representations, Warranties and Covenants ............. 53
ARTICLE 9 CONDITIONS TO CLOSING................................................................................ 54
Section 9.01 Conditions to Seller’s Obligations ............................................... 54
Section 9.02 Conditions to Buyer’s Obligations............................................... 54
Section 9.03 Additional Conditions to the Parties’ Obligations ....................... 55
ARTICLE 10 TERMINATION ................................................................................................... 55
Section 10.01 General ......................................................................................... 55
Section 10.02 Rights to Terminate...................................................................... 56
Section 10.03 Effect of Termination ................................................................... 58
ARTICLE 11 MISCELLANEOUS ............................................................................................. 58
Section 11.01 Expenses ...................................................................................... 58
Section 11.02 No Third-Party Beneficiaries ....................................................... 58
Section 11.03 Entire Agreement ......................................................................... 58
Section 11.04 Succession and Assignment ......................................................... 58
Section 11.05 Counterparts ................................................................................. 59
Section 11.06 Notices ......................................................................................... 59
Section 11.07 Governing Law ............................................................................ 60
Section 11.08 Waiver of Jury Trial ..................................................................... 60
Section 11.09 Proceedings; Attorneys’ Fees ...................................................... 60
Section 11.10 Amendments and Waivers ........................................................... 60
Section 11.11 Severability .................................................................................. 60
Section 11.12 Specific Performance ................................................................... 61
Section 11.13 Delivery by Electronic Transmission........................................... 61
EXHIBITS AND SCHEDULES

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4914-3412-4175.2

Exhibit A – Form of Bill of Sale
Exhibit B – Form of Real Property Deed
Exhibit C – Form of Sales Agreement
Exhibit D – Form of Wheeling Agreement
Exhibit E – Form of Territory Allocation Agreement
Exhibit F-1 – Form of Transition Services Agreement
Exhibit F-2 – Draft Transition Services

Schedule 1.01(a) – Acquired Assets
Schedule 1.01(b) – Excluded Assets
Schedule 1.01(c) – Assigned Contracts
Schedule 1.01(d) – Transferred IT Assets
Schedule 1.01(e) – Regulatory Liabilities Adjustment
Schedule 1.01(f) – Permitted Encumbrances
Schedule 2.06 – Sample Purchase Price Calculations
Schedule 3.02(b)(ii) – Encumbrances to be Released
Schedule 6.03 – Third Party and Governmental Body Consents and Notices
Schedule 6.06 – Pre-Approved Capital Expenditures
Schedule 7.11(g) – PURPA Projects

Cross-references to Disclosure Schedule pursuant to Article 4:
Section 4.03 – Non-contravention
Section 4.04 – Governmental Authorization
Section 4.05 – Indebtedness
Section 4.08 – Title to Acquired Assets
Section 4.09 – Registered IP
Section 4.10 – Material Contracts
Section 4.11(b) – Necessary Permits
Section 4.13(a) – Tier One Real Property
Section 4.13(b) – Tier Two Real Property
Section 4.13(c) – Exceptions to Owned Real Property
Section 4.13(d) – Exceptions to Easements
Section 4.13(f) – Exceptions to Real Property
Section 4.14 – Environmental Matters
Section 4.15 – Sufficiency of Acquired Assets
Section 4.18 – Seller Financial Information

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4914-3412-4175.2
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as
of February 13, 2026 (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“Buyer”), and Idaho Power Company, an Idaho corporation (“Seller,” and together with Buyer,
the “Parties”).
RECITALS
A. Seller owns and operates the Business (as defined herein).
B. Seller desires to sell, and Buyer desires to purchase, the Acquired Assets (as defined
herein), on the terms and subject to the conditions set forth in this Agreement.
C. Buyer is willing to assume the Assumed Liabilities (as defined herein), on the terms and
subject to the conditions set forth in this Agreement.
AGREEMENT
In consideration of the foregoing and the Parties’ respective representations, warranties,
covenants, obligations and agreements set forth herein, and intending to be legally bound hereby,
and for other good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1
DEFINITIONS
Section 1.01 Defined Terms. When used in this Agreement (or in the Schedules and
Exhibits to this Agreement), the following terms will have the meanings set forth below:
“Accounting Changes” has the meaning set forth in Section 2.07.
“Accounting Expert” has the meaning set forth in Section 2.08(b).
“Acquired Assets” means (a) all assets of Seller described on Schedule 1.01(a), and (b) all
assets of Seller that exclusively relate to the Business, in each case other than the Excluded Assets.
“Affiliate” means, with respect to any Person, any other Person that directly or indirectly
Controls, is Controlled by, or is under common Control with such Person, including, in the case
of any Person who is an individual, such Person’s spouse or domestic partner, any of such Person’s
descendants (lineal or adopted) or ancestors, and any of their respective spouses or domestic
partners.
“Agreement” has the meaning set forth in the Preamble.
“Allocation Schedule” has the meaning set forth in Section 7.02(c).

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4914-3412-4175.2
“Anticipated Regulatory Approval Date” means the date, as mutually agreed by Buyer and
Seller, on which the last of the Regulatory Approvals (except those required under applicable
Antitrust Laws) is anticipated to be received.
“Antitrust Laws” means the United States Sherman Antitrust Act of 1890, the United States
Clayton Act of 1914, the HSR Act, the United States Federal Trade Commission Act of 1914, and
all other Laws, including state and foreign Laws issued by a Governmental Body that are designed
or intended to preserve or protect competition, prohibit and restrict agreements in restraint of trade
or monopolization, attempted monopolization, restraints of trade and abuse of a dominant position,
or to prevent acquisitions, mergers or other business combinations and similar transactions, the
effect of which may be to lessen or impede competition or to tend to create or strengthen a
dominant position or to create a monopoly.
“Applicable Privacy and Data Security Laws” means any personal privacy Laws applicable
to the Business.
“Applicable Regulatory Orders” has the meaning set forth in Section 7.11(a).
“Assigned Contracts” has the meaning set forth in paragraph 8 of Schedule 1.01(a).
“Assumed Liabilities” has the meaning set forth in Section 2.03.
“B2H Project” has the meaning set forth in Section 7.11(e).
“Base Purchase Price” has the meaning set forth in Section 2.05.
“Bill of Sale” has the meaning set forth in Section 3.02(a)(i).
“Billing Party” has the meaning set forth in Section 7.11(c).
“Broker” has the meaning set forth in Section 4.16.
“Business” means the sale of electric power to retail customers of Seller in its service
territory in the State of Oregon through the System (as defined herein), as determined immediately
prior to the Closing.
“Business Day” means any day on which commercial banks are open for business in Boise,
Idaho, but does not include any day that is a Saturday, Sunday or a statutory holiday in the State
of Idaho.
“Buyer” has the meaning set forth in the Preamble.
“Buyer Fundamental Representations” means Section 5.01 (Corporate Existence and
Power), Section 5.02 (Corporate Authorization) and Section 5.10 (Non-Reliance).
“Buyer Indemnified Parties” has the meaning set forth in Section 8.01.
“Buyer’s Officer’s Certificate” has the meaning set forth in Section 3.02(c)(ii).

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4914-3412-4175.2
“Cap” has the meaning set forth in Section 8.05(a).
“Capital Expenditure” means (i) any repairs, betterments and additions to or replacements
of property, plant and/or equipment or (ii) any other expenditures that would be capitalized on
Seller’s balance sheet in accordance with FERC Accounts, in each case as determined by Seller in
its reasonable discretion based on Prudent Utility Practices.
“Capital Expenditure Determination” has the meaning set forth in Section 6.06.
“Casualty” means (a) with respect to Seller or the Acquired Assets, any damage to or
destruction of all or any portion of the Acquired Assets as a result of fire (including fire caused by
lightning), wind, hail, ice, snow, hurricane, tornado, freezing, earthquake, earth movement, flood
or other act of God, acts of terrorism, civil insurrection, riots, strikes, labor disturbances, vandalism
or any event beyond the reasonable control of Seller which exceeds $500,000.00 per occurrence,
and (b) with respect to Buyer, any damage to or destruction of all or any portion of Buyer’s assets
as a result of fire (including fire caused by lightning), wind, hail, ice, snow, hurricane, tornado,
freezing, earthquake, earth movement, flood or other act of God, acts of terrorism, civil
insurrection, riots, strikes, labor disturbances, vandalism or any event beyond the reasonable
control of Buyer.
“Casualty Estimate” has the meaning set forth in Section 6.08(a).
“Casualty Loss Threshold” has the meaning set forth in Section 6.08(b).
“Casualty Repair Expense” means the Capital Expenditure incurred by Seller after the
Effective Date to repair or replace the Acquired Assets damaged by an Event of Loss.
“Claim Notice” has the meaning set forth in Section 8.03.
“Closing” has the meaning set forth in Section 3.01.
“Closing Date” has the meaning set forth in Section 3.01.
“Closing Delay Notice” has the meaning set forth in Section 10.02(h).
“Closing Statement” has the meaning set forth in Section 2.07.
“Code” means the Internal Revenue Code of 1986.
“Commitment” has the meaning set forth in Section 6.10.
“Confidential Information” means any confidential information, nonpublic information or
confidential compilation of information relating to the Acquired Assets or the Business.
Confidential Information will not include any information that (a) is generally available to the
public as of the Effective Date, (b) becomes generally available to the public after the Effective
Date other than as a result of a disclosure by Buyer in breach of this Agreement or the
Confidentiality Agreement, or (c) is received following the Closing from a Third Party (other than

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4914-3412-4175.2
any Party or its Affiliates) who to Buyer’s knowledge, after reasonable due inquiry, is not bound
by a duty of confidentiality with respect to such information.
“Confidentiality Agreement” means that certain Mutual Nondisclosure & Confidentiality
Agreement, dated April 11, 2025, by and between Seller and Buyer.
“Construction Work in Progress Adjustment” means the Value of the net capitalized cost,
including overheads and benefits loading, consistent with Seller’s past practice, of any Acquired
Assets that are recorded in Seller’s accounting records in the ordinary course of business as
construction work in progress, CWIP or any comparable account by Seller or its Affiliates as of
the Closing.
“Contract” means any legally binding written agreement, lease, license (other than a license
granted by a Governmental Body), contract, obligation, or commitment.
“Control” or “Controlled” means the possession, directly or indirectly, of the power to
direct or cause the direction of the management or policies of a Person, whether through ownership
of securities, by contract or otherwise.
“CWIP” means the Value of the total balances of work orders already paid for electric
plants currently in the process of being constructed and typically accounted for in FERC Account
107 (Construction Work in Progress), including costs consistent with Seller’s past practice, such
as direct materials, labor, purchased services, other expenses, overheads, allocations and benefits
loading, provided that CWIP shall be limited to only costs directly assignable to incomplete assets
that are Acquired Assets.
“Data Room” means the virtual data room entitled “EXTERNAL-Yeti-OTEC / Documents
/ General / Due Diligence Responses” hosted via Seller’s instance of Microsoft Teams.
“Deductible Amount” has the meaning set forth in Section 8.05(a).
“Disapproved Capital Expenditure” has the meaning set forth in Section 6.06.
“Disclosure Schedule” has the meaning set forth in Article 4.
“Dispute” has the meaning set forth in Section 2.08(a).
“Dispute Notice” has the meaning set forth in Section 2.08(a).
“Dispute Period” has the meaning set forth in Section 2.08(a).
“Disputed Elements” has the meaning set forth in Section 2.08(c).
“Easement(s)” has the meaning set forth in Section 4.13(a).
“Effect” has the meaning set forth in Material Adverse Effect in Section 1.01.
“Electrical Substation Easement” has the meaning set forth in Section 4.13(b).

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4914-3412-4175.2
“Encumbrance” means any mortgage, pledge, assessment, hypothec, security interest, lien,
adverse claim, defect of title, levy, option, right of first offer or first refusal, charge, easement or
other encumbrance.
“Enforceability Exceptions” has the meaning set forth in Section 4.02.
“Environmental Condition” means any and all past, present or future environmental
contamination; pollution; or Hazardous Substance release, spill, emission, emptying, leaking,
injection, deposit, disposal, discharge, dispersal, leaching, pumping, pouring or migration; into the
atmosphere, soil, surface water, groundwater, land, subsurface strata or property, or any similar
conditions on, under, over, near, or from the Tier One Real Property (or soil, sediments,
groundwater and surface water at the Tier One Real Property) whether known or unknown.
“Environmental Law” means any Law in each case relating to (a) the control of any
pollutant or protection of the air, water or land; (b) solid, gaseous or liquid waste generation,
handling, treatment, storage, disposal or transportation; (c) exposure to any Hazardous Substance;
and (d) the protection and enhancement of human health or the environment from impacts related
to the foregoing clauses (a) through (c) in this definition, each as in effect as of the Closing Date,
except in the case of references to Environmental Law in (i) Article 4, which shall be as in effect
as of the date on which the applicable representation is made (which may include the Closing
Date), and (ii) Section 7.13, which shall be as in effect as of the date the applicable determination
is made (which may include the Closing Date).
“Environmental License” means any license relating to or required by any Environmental
Law in connection with the Business.
“Environmental Representations” means the representations set forth in Section 4.14.
“ERISA” means the Employee Retirement Income Security Act of 1974.
“Estimated Closing Statement” has the meaning set forth in Section 2.05(b).
“Estimated Purchase Price” has the meaning set forth in Section 2.05(b).
“Event of Loss” has the meaning set forth in Section 6.08(a).
“Excluded Assets” means all assets of Seller, including but not limited to (a) all assets or
services of Seller or its Affiliates relating to shared or corporate functions, and (b) those described
on Schedule 1.01(b), in each case except as expressly identified as an Acquired Asset.
“Excluded Liabilities” has the meaning set forth in Section 2.04.
“Excess Amount” has the meaning set forth in Section 2.06(b).
“Extra-Contractual Statement” has the meaning set forth in Section 4.20.
“FERC” means the Federal Energy Regulatory Commission.

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4914-3412-4175.2
“FERC Accounts” means the FERC Uniform System of Accounts prescribed for Public
Utilities and Licensees (Class A and Class B). References to a specific FERC account number
shall mean the number in effect as of the Effective Date and any successor account number.
“Financial Representations” means the representations set forth in Section 4.05.
“Fixed System Asset Adjustment” means the Net Book Value of the Capital Expenditures
related to any Acquired Assets acquired by Seller or its Affiliates for use in the Business during
the period commencing on September 1, 2025, and ending on the Closing Date, as adjusted to
remove the Net Book Value impact of a Casualty damaging or destroying any Acquired Assets.
“Forward-Looking Statements” has the meaning set forth in Section 7.06.
“Fraud” means, with respect to the making of any representation or warranty set forth in
this Agreement, an act, committed by a Party, with the intent to deceive another Party, or to induce
it to enter into this Agreement and requires (a) a false representation of material fact made by such
Party herein, (b) with actual knowledge (as opposed to imputed or constructive knowledge) that
such representation is false, (c) with an intention to induce the Party to whom such representation
is made to act or refrain from acting in reliance upon it, (d) causing that Party, in justifiable reliance
upon such false representation, to take or refrain from taking action, and (e) causing such Party to
suffer Losses because of such reliance.
“Fundamental Representations” means, collectively, the Buyer Fundamental
Representations and the Seller Fundamental Representations.
“GAAP” means United States generally accepted accounting principles as in effect from
time to time.
“Governmental Body” means any: (a) nation, state or province; (b) municipal or other
political subdivision of any nation, state or province; and (c) agency, commission, department,
board, bureau, official, minister, tribunal or court (whether national, state, provincial, local, foreign
or multinational) exercising the executive, legislative, judicial, regulatory or administrative
functions of a nation, state or province or any municipal or other political subdivision thereof.
“Hazardous Substance” means any waste, material, or substance that is listed, regulated or
defined under any Environmental Law as a hazardous or toxic substance or waste, pollutant,
contaminant, and includes, any pollutant, chemical substance, hazardous substance, hazardous
waste, toxic waste, toxic chemical, heavy metals, asbestos, mold, radioactive material,
polychlorinated biphenyls, lead-based paint, petroleum or petroleum-derived substance or waste.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.
“Incidental License” means any: (a) nondisclosure agreement or Contract permitting the
use of confidential information; (b) Contract pursuant to which current or former employees or
contractors of Seller or any of its Affiliates assign, or license Intellectual Property rights to (or
waive such rights for the benefit of) Seller or any of its Affiliates; (c) Contract under which
Intellectual Property is licensed to a consultant, contractor, or vendor of Seller or any of its

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4914-3412-4175.2
Affiliates for the benefit of Seller or any of its Affiliates or that permits a consultant, contactor, or
vendor to identify Seller or any of its Affiliates as a customer of such consultant, contractor or
vendor; (d) Contract by which Seller or any of its Affiliates grants an Intellectual Property license
in the Ordinary Course of Business; (e) Contract containing a non-exclusive license of Intellectual
Property that is merely incidental to the transaction contemplated in such Contract, the commercial
purpose of which is primarily for something other than such license, such as (i) a sales or marketing
agreement that includes a license to use trademarks or other rights for the purposes of advertising
or providing products or services during the term of and in accordance with such agreement, or
(ii) a Contract for the purchase or lease of a photocopier, computer, network equipment, mobile
phone or other equipment that also contains a license of Intellectual Property; (f) shrink wrap,
click-wrap, or browse-wrap Contract; (g) Contract that is a non-exclusive license or terms of use
that permits the use of generally available software, data or content; or (h) non-exclusive licenses
implied by law to end-user customers for use of products or services.
“Indebtedness” of a Person means, without duplication, the aggregate principal amount of,
and accrued interest, prepayment penalties and outstanding fees with respect to, all indebtedness
for borrowed money of such Person, excluding any leases (whether capital or operating in nature).
“Indemnified Party” means any Person entitled to seek indemnification pursuant to Article
8.
“Indemnifying Party” means any Person against whom indemnification may be sought
pursuant to Article 8.
“Intellectual Property” means any: (a) patents, patent applications and patent disclosures,
together with all reissuances, continuations, continuations in part, revisions, extensions and
reexaminations thereof; (b) trademarks, service marks, trade dress, logos, trade names, assumed
names and corporate names, Internet domain names, Internet addresses and web sites, together
with all translations, adaptations, derivations and combinations thereof and including all goodwill
associated therewith, and all applications, registrations and renewals in connection therewith;
(c) copyrightable works, all copyrights and all applications, registrations and renewals in
connection therewith, including all software; and (d) trade secrets.
“IRS” means the United States Internal Revenue Service.
“Knowledge” of or “Known” by (and terms of similar import) mean (a) with respect to
Seller, the actual knowledge of, or actually known by, as of the Effective Date, Adam J. Richins,
Brian R. Buckham, Jeffrey L. Malmen, Ryan Adelman or Angelique Rood (the “Seller’s
Knowledge Group”), and (b) with respect to Buyer, the actual knowledge of, or actually known
by, as of the Effective Date, Les Penning or Michelle Long (the “Buyer’s Knowledge Group”).
Unless expressly otherwise stated herein, “Knowledge” and “Known” do not include (a)
constructive knowledge, (b) imputed knowledge, or (c) knowledge of any other employee, officer,
director, manager, agent, or representative of the party who is not included in the Seller’s
Knowledge Group or Buyer’s Knowledge Group, respectively; provided however, that
“Knowledge” and “Known” includes what such person would reasonably be expected to know in
his or her capacity and specific role as an officer of Seller or Buyer, respectively, in the ordinary
course of his or her regular duties in such officer role, consistent with past practice.

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4914-3412-4175.2
“Law” means, with respect to any Person, any applicable laws, ordinances, constitutions,
regulations, statutes, treaties, rules, codes, judgments, orders and injunctions having the force of
law of any Governmental Body having jurisdiction over such Person or any of such Person’s
properties or assets.
“Liquidated Lien” has the meaning set forth in Section 6.10.
“Losses” means all (a) reasonable and documented out-of-pocket assessments, levies,
losses, damages, fines, and penalties, and (b) attorneys’ fees and out-of-pocket expenses
reasonably and actually incurred in investigating or defending a Third Party Claim.
“Material Adverse Effect” means any event, effect, occurrence, fact, condition or change
(collectively, “Effect”) that is, individually or in the aggregate, materially adverse to (a) the
Business, results of operations, or condition (financial or otherwise) of the Business or the
Acquired Assets, or (b) the ability of Seller or Buyer to consummate the Transactions on a timely
basis, other than (i) any Effect, directly or indirectly, arising out of or attributable to: (A) changes
in general business conditions that generally affect the international, national, regional or local
wholesale or retail markets for electric power in the geographic regions in which the Business
operates or in the North American, national, regional or local electric distribution or transmission
systems’ conditions, regulations or policies, (B) changes in the U.S. or global economy, climate,
or capital, financial, credit, foreign exchange or securities markets generally, including any
disruption thereof; (C) any adoption, promulgation, repeal, modification or reinterpretation of any
Law which occurs subsequent to the Effective Date, (D) weather conditions, fires, strikes, freight
embargoes, earthquakes, hurricanes, floods, droughts, landslides, or other acts of God or natural
disasters; (E) epidemics, pandemics, quarantine restrictions, or similar public health conditions
impairing normal business operations; (F) regional, national or international political or social
conditions, including any outbreak or escalation of sabotage, hostilities, insurrection or war,
whether or not pursuant to declaration of a national emergency or war, acts of terrorism or similar
calamity or crisis, or the threat of any of the foregoing; (G) changes in GAAP; (H) the taking of,
or the failure to take, any action required to be taken or not taken, as the case may be, by this
Agreement or any of the other Transaction Agreements; (I) the negotiation, execution, delivery, or
performance of this Agreement or any of the other Transaction Agreements, or the announcement
or consummation of any of the Transactions, including any impact thereof on relationships,
contractual or otherwise, with customers, suppliers, distributors, representatives, partners or
employees; (J) the identity or business plans of Buyer or any of its Affiliates; or (K) any Effect to
the condition of the Acquired Assets which is cured by or on behalf of Seller (including by the
payment of money by or on behalf of Seller) in accordance with the terms of this Agreement, and
to the reasonable satisfaction of Buyer before the earlier of the Closing Date and the Termination
Date and (ii) any existing Effect that Buyer or any of its Affiliates has Knowledge of as of the
Effective Date, including any such Effect set forth in the Disclosure Schedule; provided that, the
exceptions set forth in clause (i) shall not be applicable to the extent such Effect impacts the
Acquired Assets in a materially disproportionate manner compared with other Persons or assets in
the electric distribution industry in Idaho and the states immediately surrounding Idaho.
“Material Contracts” has the meaning set forth in Section 4.10.
“Measurement Time” means 12:01 a.m. Mountain Time on the Closing Date.

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“Mortgage” means the Mortgage and Deed of Trust, dated as of October 1, 1937, between
Seller and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company)
and R.G. Page, as Trustees, together with its supplemental indentures.
“Necessary Permits” has the meaning set forth in Section 4.11(b).
“Net Book Value” means the original cost to construct a capital plant addition, including
overheads, benefits loading, and removal costs, each consistent with Seller’s past practice, less
associated amounts for accumulated depreciation and amortization, each consistent with Seller’s
past practices, and reflecting appropriate adjustments for contribution in aid of construction and
advances in aid of construction.
“New GIAs” has the meaning set forth in Section 7.11(g).
“New Title Objections” has the meaning set forth in Section 6.10.
“Off-Site Location” means any Third Party off-site location utilized by Seller prior to the
Closing Date for the use, treatment, disposal, storage, transportation, discharge or recycling of
Hazardous Substances, wastes, equipment, substances or other materials generated by the
Acquired Assets; but, for the avoidance of doubt, shall not include any Real Property.
“Order” means any order, judgment, award, decision, consent decree, injunction, ruling or
writ of a Governmental Body that is binding on any specific Person or its property.
“Ordinary Course of Business” means the ordinary course of business of Seller with respect
to the Business consistent with past practice.
“Organizational Documents” means, with respect to any Person (other than an individual),
the agreements and instruments by which such Person establishes its legal existence or governs its
internal affairs and any amendments thereto, including (a) in the case of a corporation, such
corporation’s certificate or articles of incorporation, bylaws and shareholders’ agreement, if
applicable, (b) in the case of a limited partnership, such limited partnership’s certificate or articles
of limited partnership and its limited partnership agreement and (c) in the case of a limited liability
company, such limited liability company’s certificate or articles of formation and, if applicable,
limited liability company operating agreement.
“Owned Real Property” has the meaning set forth in Section 4.13(a).
“Party” and “Parties” have the meaning set forth in the Preamble.
“Permit” means any permit, license, filing, authorization, registration, qualification,
consent, approval or indicia of authority (and any pending application for approval or renewal of
a Permit) issued by any Governmental Body that is required to be held by, or issued to or on behalf
of, a Person in order for such Person to own, operate or maintain its assets or conduct its business.
“Permitted Encumbrances” means, collectively: (a) Encumbrances for Taxes, assessments,
and other governmental charges that are not yet due and payable, that may thereafter be paid
without penalty, or the validity of which is being contested in good faith; (b) Encumbrances arising

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4914-3412-4175.2
under original purchase price conditional sales contracts and equipment leases with Third Parties;
(c) easements, covenants, conditions and restrictions of record; (d) easements, covenants,
conditions, and restrictions not of record as to which no material violation or encroachment exists
or, if such violation or encroachment exists, as to which the cure of such violation or encroachment
would not materially interfere with the conduct of the Business; (e) zoning or other governmentally
established restrictions or encumbrances; (f) pledges or deposits to secure obligations under
workers or unemployment compensation Laws or similar Laws or to secure public or statutory
obligations; (g) mechanic’s, materialman’s, supplier’s, vendor’s or similar Encumbrances arising
or incurred in the Ordinary Course of Business securing amounts that are not overdue or the
validity of which is being contested in good faith; (h) railroad trackage agreements, utility, slope
and drainage easements, franchise agreements, right-of-way easements and leases regarding signs;
(i) other imperfections of title, licenses, or encumbrances, if any, that do not materially impair the
continued use and operation of the assets to which they relate; (j) performance bonds, letters of
credit or similar arrangements securing the performance of contractual obligations; (k) non-
exclusive Intellectual Property licenses granted by the Seller or any of its Affiliates; (l)
environmental easements and equitable servitudes, deed restrictions and deed notices; (m) any
Encumbrance that is discharged by Seller at or prior to Closing; (n) such other Encumbrances that
do not and will not, individually or in the aggregate, materially interfere with Buyer’s operation of
the Business or use of any of the Acquired Assets in the manner currently operated by Seller; and
(o) Encumbrances set forth on Schedule 1.01(f).
“Person” means any natural individual, corporation, partnership, limited liability company,
joint venture, association, bank, trust company, trust or other entity, whether or not a legal entity,
or any Governmental Body.
“Pre-Approved Capital Expenditures” has the meaning set forth in Section 6.06.
“Pre-Closing Period” has the meaning set forth in Section 6.01.
“Proceeding” means any claim, suit, litigation, arbitration, hearing, audit, investigation or
other action by or before, any Governmental Body, whether civil, criminal, administrative, arbitral
or investigative in nature.
“Prudent Utility Practices” means the practices, methods or acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was made, could have
been expected to be used by a prudent, skilled and experienced owner or operator engaged in the
ownership, operation, and maintenance of electric utility assets of similar type, size and function
in the United States, in a manner consistent with good engineering practices, reliability, safety and
expedition, while acting in accordance with applicable laws, governmental approvals and
applicable codes and standards. “Prudent Utility Practices” is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be a spectrum of
reasonable and prudent practices, methods, standards, and procedures.
“Purchase Price” has the meaning set forth in Section 2.05.
“PURPA Projects” has the meaning set forth in Section 7.11(g).
“Real Property” has the meaning set forth in Section 4.13(a).

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4914-3412-4175.2
“Real Property Affidavits” has the meaning set forth in Section 3.02(b)(v).
“Real Property Deeds” has the meaning set forth in Section 3.02(b)(ii).
“Registered IP” has the meaning set forth in Section 4.09(a).
“Regulatory Approvals” has the meaning set forth in Section 9.03(d).
“Regulatory Liabilities Adjustment” means the amount equal to the net liabilities balances
for the categories of regulatory liabilities set forth on Schedule 1.01(e), in each case as (i) primarily
related to the Business and (ii) not already included in the Fixed System Asset Adjustment or
Construction Work in Progress Adjustment.
“Required Third Party Consents” has the meaning set forth in Section 9.03(e).
“Sales Agreement” means the Agreement for Supply of Power and Energy, substantially
in the form attached hereto as Exhibit C to be entered into by Seller and Buyer at the Closing.
“Seller” has the meaning set forth in the Preamble.
“Seller Financial Information” has the meaning set forth in Section 4.18.
“Seller Fundamental Representations” means the representations and warranties of Seller
set forth in the first sentence of Section 4.01 (Existence and Power), Section 4.02 (Corporate
Authorization), Section 4.08 (Title to Acquired Assets) and Section 4.16 (Brokers).
“Seller Indemnified Parties” has the meaning set forth in Section 8.02.
“Seller Intellectual Property” has the meaning set forth in Section 7.15(a).
“Seller’s Officer’s Certificate” has the meaning set forth in Section 3.02(b)(vii).
“Shortfall Amount” has the meaning set forth in Section 2.06(c).
“Special Representations” means the Environmental Representations, the Tax
Representations and the Financial Representations (each as defined herein).
“Subsidiary” means, with respect to any Person, any corporation, limited liability company,
partnership, association, or other business entity of which (a) if a corporation, a majority of the
total voting power of shares of stock entitled (without regard to the occurrence of any contingency)
to vote in the election of directors, managers, or trustees thereof is owned or Controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that Person or a
combination thereof, or (b) if a limited liability company, partnership, association, or other
business entity (other than a corporation), a majority of the membership, partnership or other
similar equity interests thereof is held or Controlled, directly or indirectly, by that Person or one
or more Subsidiaries of that Person or a combination thereof. For purposes of clause (b) above, a
Person or Persons will be deemed to hold a majority equity interest in a business entity (other than
a corporation) if such Person or Persons (i) is allocated a majority of such business entity’s gains

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or losses or (ii) is the managing director or general partner of such business entity. The term
“Subsidiary” includes all Subsidiaries of such Subsidiary.
“System” means the electric distribution assets, including those certain transmission
system assets specifically listed in Schedule 1.01(a), owned by Seller located in eastern Oregon.
“Tax” and “Taxes” means any taxes, levies, charges, fees, duties or other assessments in
the nature of taxes of any kind whatsoever imposed by any Taxing Authority, including income,
gross receipts, license, payroll, excise, stamp, occupation, windfall profits, capital stock, ad
valorem, value added, franchise, withholding, social security, real or personal property, sales, use,
goods and services, transfer, or alternative or add-on minimum tax, and including any interest,
penalties or additions thereto.
“Tax Consideration” has the meaning set forth in Section 7.02(c).
“Tax Representations” means the representations set forth in Section 4.07.
“Tax Return” means any return, declaration, report, claim for refund, or information return
or statement with respect to any Tax required to be filed, or actually filed, with a Taxing Authority,
including any schedule or attachment thereto, and including any amendment thereof.
“Taxing Authority” means the Governmental Body responsible for the administration of
any Tax.
“Terminating Loss” has the meaning set forth in Section 10.02(j).
“Termination Date” has the meaning set forth in Section 10.02(b).
“Third Party” means any Person that is neither a Party to this Agreement nor a Subsidiary
or Affiliate of any Party.
“Third Party Claim” has the meaning set forth in Section 8.04(a).
“Tier One Real Property” has the meaning set forth in Section 4.13(a).
“Tier One Easement Assignments” has the meaning set forth in Section 3.02(b)(iii).
“Tier Two Real Property” has the meaning set forth in Section 4.13(a).
“Tier Two Omnibus Easement Assignment” has the meaning set forth in Section
3.02(b)(iv).
“Title Company” means AmeriTitle, LLC.
“Title Objection” has the meaning set forth in Section 6.10(a).
“Title Policies” has the meaning set forth in Section 3.02(b)(v).
“Title Response Date” has the meaning set forth in Section 6.10(a).

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“Title Review Letter” has the meaning set forth in Section 6.10.
“Transaction Agreements” means this Agreement and the agreements delivered pursuant
to Section 3.02.
“Transactions” means the acquisition of the Acquired Assets, the assumption of the
Assumed Liabilities, and any other transactions contemplated by or pursuant to the Transaction
Agreements.
“Transferred IT Asset” means any software, computer systems, hardware, networks,
interfaces, and related services, databases, data rights and documentation, servers or internet
domain names that is exclusively used in the Business as of the Closing Date that is set forth on
Schedule 1.01(d). For the avoidance of doubt, “Transferred IT Asset” will not include any such
items that are related to, used, developed, or held for corporate functions, systems or business
operations not unique to the Business.
“Transferred Personal Data” means any information that can be used to specifically
identify any natural Person or household and that is exclusively used in the Business as of the
Closing Date.
“Transfer Taxes” has the meaning set forth in Section 7.02(c).
“Transition Period” has the meaning set forth in Section 7.15(a).
“Transition Services Agreement” means the transition services agreement, substantially in
the form attached hereto as Exhibit F-1 to be entered into by Seller and Buyer at the Closing,
together with such service schedules as Seller and Buyer shall agree covering at least the services
described in the attached Exhibit F-2, unless otherwise agreed by Seller and Buyer in writing.
“Updated Title Documents” has the meaning set forth in Section 6.10.
“Value” means the amount thereof reflected in Seller’s FERC Accounts reflecting the net
of all positive and negative entries as of such time with respect to the Acquired Assets and
Assumed Liabilities, as determined by GAAP, including appropriate adjustments in respect of
depreciation and amortization, cost of removal, contribution in aid of construction and advances
in aid of construction.
“Wheeling Agreement” means the wheeling agreement, substantially in the form attached
hereto as Exhibit D to be entered into by Seller and Buyer at the Closing.
Section 1.02 Construction. Any reference to a contract, instrument or other document as
of a given date means the contract, instrument or other document as amended, supplemented and
modified from time to time through such date. All preamble, recital, article, section, paragraph,
annex, exhibit and schedule references are to the preambles, recitals, articles, sections, paragraphs,
annexes, exhibits and schedules of this Agreement unless otherwise specified. All references
herein to a “party” or “parties” are to a party or parties to this Agreement unless otherwise
specified. The headings contained in this Agreement are for convenience of reference only and
will not affect the meaning or interpretation of this Agreement. All references herein to “dollars”

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or “$” are to United States dollars. All references herein to any period of days will mean the
relevant number of calendar days unless otherwise specified. When calculating the period of time
before which, within which or following which, any act is to be done or step taken pursuant to this
Agreement, the date that is the reference date in calculating such period will be excluded. If the
last day of such period is a non-Business Day, the period in question will end on the next
succeeding Business Day. Words in the singular will be held to include the plural and vice versa.
Words of one gender will be held to include the other genders as the context requires. The terms
“hereof,” “herein,” “hereunder,” “hereto” and “herewith” and words of similar import will, unless
otherwise stated, be construed to refer to this Agreement and not to any particular provision of this
Agreement. The term “date hereof” and words of similar import mean the Effective Date of this
Agreement set forth in the Preamble. The word “including” and words of similar import when used
in this Agreement will mean “including, without limitation,” unless otherwise specified. The word
“or” will not be exclusive. Unless otherwise required by the context in which they appear, the
terms “shall” and “will” are used interchangeably. Any accounting term used in this Agreement
will have, unless otherwise specifically provided herein, the meaning customarily given such term
in accordance with GAAP. The Parties acknowledge and agree that each has negotiated and
reviewed the terms of this Agreement, assisted by such legal and tax counsel as they desired, and
has contributed to its revisions. The Parties further agree that the rule of construction that any
ambiguities are resolved against the drafting Party will be subordinated to the principle that the
terms and provisions of this Agreement will be construed fairly as to all Parties and not in favor
of or against any Party.
ARTICLE 2
PURCHASE AND SALE OF ACQUIRED ASSETS; ASSUMPTION OF LIABILITIES;
PURCHASE PRICE
Section 2.01 Purchase and Sale of Acquired Assets; Treatment of Excluded Assets. At
the Closing, Seller will sell, assign, transfer and deliver to Buyer, and Buyer will purchase and
acquire from Seller, the Acquired Assets, free and clear of any Encumbrances other than the
Permitted Encumbrances. The Parties agree that, at the request of either Party, any of the Acquired
Assets (except for the Real Property) that can be transmitted to Buyer electronically will be so
delivered to Buyer promptly following the Closing in a secure format and manner mutually
agreeable to the Parties and will not be delivered to Buyer on any tangible medium.
Notwithstanding any other provision of this Agreement, Seller will retain all, and Buyer will not
acquire any right, title or interest in any, Excluded Assets.
Section 2.02 Assignability and Consents. To the extent that Seller’s rights under any
Contract or Permit constituting an Acquired Asset, or any other Acquired Asset, may not be
assigned to Buyer without the consent of another Person which has not been obtained, this
Agreement shall not constitute an agreement to assign the same if an attempted assignment would
constitute a breach thereof or be unlawful, and Seller, at its expense and for a period of 24 months
after Closing, shall use commercially reasonable efforts to obtain any such required consent(s) as
promptly as possible. If any such consent shall not be obtained or if any attempted assignment
would be ineffective or would impair Buyer’s rights under the Acquired Asset in question so that
Buyer would not in effect acquire the benefit of all such rights, Seller, to the maximum extent
permitted by law and the Acquired Asset, shall act after the Closing as Buyer’s agent in order to
obtain for it the benefits thereunder and shall cooperate, to the maximum extent permitted by Law

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4914-3412-4175.2
and the Acquired Asset, with Buyer in any other reasonable arrangement designed to provide such
benefits to Buyer. Notwithstanding any provision in this Section 2.02 to the contrary, Buyer shall
not be deemed to have waived its rights under Section 9.03(e) hereof unless and until Buyer either
provides written waivers thereof or elects to proceed to consummate the Transactions at Closing.
Section 2.03 Assumed Liabilities. At the Closing, Buyer will assume, and at and after the
Closing, Buyer will pay, perform and discharge the following liabilities and obligations of Seller
(collectively, the “Assumed Liabilities”):
(a) all liabilities and obligations with respect to the Acquired Assets or the
Business that are incurred or arise on or after the Closing, including, for the avoidance of doubt,
all liabilities associated with the Regulatory Liabilities Adjustment;
(b) all liabilities and obligations of Seller in connection with the Assigned
Contracts, but excluding any obligations and liabilities arising out of or relating to a breach by
Seller of any Assigned Contract that occurred prior to the Closing Date;
(c) all accrued expenses and trade accounts payable of Seller to Third Parties
in connection with the Business that do not constitute Excluded Liabilities;
(d) all Environmental Conditions and liabilities arising under or related to local,
state, tribal or federal Environmental Law or other related common Law as owner or operator of
the Business and Acquired Assets related to the Real Property, but excluding any Excluded
Liabilities; and
(e) all liabilities and obligations in respect of (i) Taxes arising out of, or relating
to, Buyer’s ownership, possession or use of the Acquired Assets or the operation of the Business
after the Closing; or (ii) any Transfer Taxes that are the responsibility of Buyer pursuant to Section
7.02(d).
Section 2.04 Excluded Liabilities. Notwithstanding any other provision of this
Agreement to the contrary, Buyer shall not assume and shall not be responsible to pay, perform or
discharge any liabilities of Seller or any of its Affiliates of any kind or nature whatsoever other
than the Assumed Liabilities (the “Excluded Liabilities”). Without limiting the generality of the
foregoing, the Excluded Liabilities shall include, but not be limited to, the following:
(a) any liabilities or obligations of Seller arising or incurred in connection with
the negotiation, preparation, investigation and performance of this Agreement, the Transaction
Agreements and the transactions contemplated hereby and thereby, including, without limitation,
fees and expenses of counsel, accountants, consultants, advisers and others;
(b) any liability for (i) Taxes of Seller (or any Affiliate of Seller) or relating to
the Business, the Acquired Assets or the Assumed Liabilities for any pre-Closing tax period; (ii)
Taxes that are the responsibility of Seller pursuant to Section 7.02; or (iii) other Taxes of Seller
(or any Affiliate of Seller) of any kind or description (including any liability for Taxes of Seller
(or any Affiliate of Seller) for any pre-Closing tax period and that becomes a liability of Buyer
under any common law doctrine of de facto merger or transferee or successor liability or otherwise
by operation of contract or Law);

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(c) any liabilities or obligations relating to or arising out of the Excluded
Assets;
(d) any liabilities or obligations in respect of any pending or threatened action
arising out of, relating to or otherwise in respect of the operation of the Business or the Acquired
Assets to the extent such action relates to such operation on or prior to the Closing Date, but
excluding liabilities or obligations relating to Buyer’s Assumed Liabilities;
(e) any liabilities or obligations of Seller arising under or in connection with
any pension, benefit, retirement, compensation, employment, consulting, profit-sharing, deferred
compensation, incentive, bonus, performance award, phantom equity, stock or stock-based, change
in control, retention, severance, vacation, paid time off (PTO), medical, vision, dental, disability,
welfare, Code Section 125 cafeteria, fringe-benefit and other similar agreement, plan, policy,
program or arrangement providing benefits to any present or former employee of Seller;
(f) any liabilities or obligations of Seller for any present or former employees,
officers, directors, retirees, independent contractors or consultants of Seller, including, without
limitation, any liabilities associated with any claims for wages or other benefits, bonuses, accrued
vacation, workers' compensation, severance, retention, termination or other payments;
(g) any claims or liabilities under Environmental Laws to the extent arising out
of or relating to any wastes, materials, substance, equipment or Hazardous Substances transported
to an Off-Site Location prior to Closing;
(h) any liabilities to indemnify, reimburse or advance amounts to any present
or former officer, director, employee, or equityholder of Seller or its Affiliates (including with
respect to any breach of fiduciary obligations by the same), except for indemnification of the same
pursuant to Section 8.02 as Seller Indemnified Parties; and
(i) any liabilities associated with the Indebtedness of Seller or the Business
owing to financial institutions.
Section 2.05 Purchase Price.
(a) Pursuant to the terms and subject to the conditions set forth in this
Agreement, in consideration of the purchase, sale, assignment and conveyance of Seller’s right,
title and interest in, to and under the Acquired Assets, Buyer will assume and become obligated to
pay, perform and discharge, when due, the Assumed Liabilities and will pay to Seller
$154,000,000.00 (the “Base Purchase Price”), plus, the Fixed System Asset Adjustment, plus the
Construction Work in Progress Adjustment, less, the Regulatory Liabilities Adjustment
(collectively, the “Purchase Price”).
(b) At least three Business Days prior to the Closing Date, Seller will prepare
and deliver to Buyer a statement (the “Estimated Closing Statement”) containing its good faith
estimate, prepared with reasonable supporting detail or documentation to verify the Values
contained therein, of the Purchase Price (the “Estimated Purchase Price”), including its good faith
estimates of the Fixed System Asset Adjustment, the Construction Work in Progress Adjustment,
the Regulatory Liabilities Adjustment of the Business, and an allocation of the Purchase Price for

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each parcel of Tier One Real Property, which allocation shall be used solely for the purpose of the
Title Policies and shall not be binding on the parties for purposes of Section 7.02(c).
Section 2.06 Purchase Price Adjustment.
(a) Following the Closing, the Purchase Price will be finally determined in
accordance with the adjustments and procedures set forth in this Section 2.06, Section 2.07 and
Section 2.08.
(b) If the Purchase Price, as finally determined, is greater than the Estimated
Purchase Price (such excess, the “Excess Amount”), then within two Business Days following the
final determination of the Purchase Price, Buyer will pay to Seller the Excess Amount by wire
transfer of immediately available funds to an account designated in writing by Seller.
(c) If the Purchase Price, as finally determined, is less than the Estimated
Purchase Price (such shortfall, the “Shortfall Amount”), then within two Business Days following
the final determination of the Purchase Price, Seller will pay to Buyer the Shortfall Amount by
wire transfer of immediately available funds to an account designated in writing by Buyer.
(d) The Parties agree that any payment made pursuant to this Section 2.06 will
be treated as an adjustment to the Purchase Price for Tax purposes, except to the extent otherwise
required by applicable Law.
(e) No adjustment shall be made to the allocated Purchase Price of the parcels
of Tier One Real Property pursuant to Section 2.05(b) after the Closing Date.
(f) An example calculation of the Purchase Price, provided for illustrative
purposes only, is set forth in Schedule 2.06 to illustrate how the Estimated Closing Statement is
reconciled with the Closing Statement to determine how any Excess Amount or Shortfall Amount
is calculated.
Section 2.07 Preparation of the Closing Statement. As soon as practicable, but no later
than 150 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the
“Closing Statement”) setting forth (a) Buyer’s calculation of the amount of the Fixed System Asset
Adjustment, the Construction Work in Progress Adjustment, and the Regulatory Liabilities
Adjustment, (b) the calculation of the Purchase Price therefrom, and (c) reasonable supporting
detail with respect to the calculation of each of the components of the Purchase Price. The Closing
Statement will be prepared by Buyer in accordance with GAAP. The Parties agree that the purpose
of preparing the Closing Statement and determining the Fixed System Asset Adjustment, the
Construction Work in Progress Adjustment, the Regulatory Liabilities Adjustment, and the final
Purchase Price under this Section 2.07 is to adjust for inaccuracies in the estimates in such
amounts, and such processes are not intended to permit the introduction of different judgments,
accounting methods, policies, principles, practices, procedures, classifications or estimation
methodologies (collectively, “Accounting Changes”) for the purpose of preparing the Closing
Statement or determining such amounts. To the extent that (i) the accounting principles used to
prepare the Closing Statement are not the same as those used to prepare the Estimated Closing
Statement or (ii) any Accounting Changes have been made in connection with the Closing
Statement which were not used to prepare the Estimated Closing Statement, in each such case,

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adjustments shall be made to the Closing Statement to reverse the effect of any such Accounting
Changes and any changes in accounting principles. Notwithstanding any adjustment to the
foregoing items under this Section 2.07, the Closing Statement will be deemed issued as of the
Closing Date for purposes of determining the impact of any subsequent events on the Closing
Statement. In preparing the Closing Statement, no effect will be given to (i) the financing of the
transactions contemplated by this Agreement or other changes arising from or resulting as a
consequence of the financing of transactions contemplated hereby or (ii) any purchase accounting
or other similar adjustments resulting from the consummation of such transactions.
Section 2.08 Disputes Regarding the Closing Statement.
(a) During the 60-day period following receipt of the Closing Statement (such
period, the “Dispute Period”), Buyer will provide to Seller such documents, books, records and
work papers as Seller may reasonably request to review the Closing Statement, including access
during normal business hours to Buyer’s, or its Affiliates’, personnel involved in the preparation
of the Closing Statement that are responsible for accounting, finance or senior management. On or
prior to the last day of the Dispute Period, Seller may provide written notice to Buyer disputing
the calculation of all or a part of the Purchase Price set forth in the Closing Statement (the
“Dispute”), setting forth in reasonable detail the elements and amounts set forth in the Closing
Statement with which Seller disagrees (the “Dispute Notice”). If Seller does not deliver to Buyer
the Dispute Notice within the Dispute Period, then the Closing Statement will be deemed to have
been accepted and agreed to by Seller in the form in which it was delivered and will be final and
binding on the Parties. If Seller delivers the Dispute Notice to Buyer within the Dispute Period,
then Buyer and Seller will use commercially reasonable efforts to resolve the Dispute within 30
days following receipt of the Dispute Notice, provided that all such discussions will be governed
by Rule 408 of the Federal Rules of Evidence and the corresponding provisions of state, local or
foreign Law. If Buyer agrees with Seller’s calculation of the Purchase Price set forth in the Closing
Statement, then Seller’s calculation of the Purchase Price set forth in the Dispute Notice will be
final and binding upon the Parties.
(b) If Buyer and Seller cannot reach agreement to resolve every element of the
Dispute within such 30-day period, then Buyer and Seller will jointly engage an accounting expert
to resolve the Dispute (the Person appointed pursuant to this Section 2.08(b), the “Accounting
Expert”). The Accounting Expert will be a nationally recognized certified public accounting firm
mutually agreed between Seller and Buyer. If Buyer and Seller are unable to agree on such
accounting firm, then either Buyer or Seller may request that the CPR International Institute for
Conflict Prevention and Resolution appoint a certified public accountant (having no conflict of
interest) who at the time is, or for at least five years formerly was, a partner (or in a position of
equivalent stature) in an independent accounting firm of recognized national or regional standing,
to serve as the Accounting Expert. Each of Seller and Buyer will cooperate with the other Party
and the Accounting Expert and use its reasonable efforts to complete the engagement of the
Accounting Expert as promptly as possible.
(c) The Accounting Expert’s sole function will be to resolve each element of
the Dispute as set forth in the Dispute Notice not resolved by Buyer and Seller (the “Disputed
Elements”) as an accounting expert and not as an arbitrator, by determining in accordance with
this Agreement and with GAAP, whether and to what extent, if any, the calculation of the Purchase

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Price set forth in the Closing Statement delivered by Buyer pursuant to Section 2.07 requires
adjustment with respect to such Disputed Elements and, if so, the amount of any such adjustment
or adjustments.
(d) In resolving the Dispute, the Accounting Expert will limit its consideration
to (i) reviewing the Closing Statement and the Dispute Notice, as supplemented by written
submissions of Seller and Buyer, which may explain their respective positions, and (ii) conducting
a conference at which each of Seller and Buyer may present additional documents, materials,
testimony and other information, and have present their respective advisors, counsel and
accountants at the conference; provided that Buyer and Seller will be limited by their positions set
forth in the Closing Statement and Dispute Notice, respectively, and the written submissions or
other materials submitted by Buyer and Seller or presented at the conference may not raise any
element that is not a Disputed Element. Any such conference may be held, in the discretion of the
Accounting Expert, by telephone conference, videoconference or in person. The Accounting
Expert may not conduct any independent investigation or review concerning the Disputed
Elements or any other matter. Each of Seller and Buyer will provide to the other Party and the
Accounting Expert any documents, books, records and work papers as such Party or the
Accounting Expert may reasonably request to review the Closing Statement and to resolve the
Dispute.
(e) Buyer and Seller will direct the Accounting Expert to as promptly as
possible, and in any event within 30 days after the date of its engagement, render its decision on
each Disputed Element in a writing to Buyer and Seller setting forth a written statement of findings
and conclusions, including a written explanation of its reasoning, a revised Closing Statement
reflecting its decision and a revised calculation of the Purchase Price based on its calculation of
Fixed System Asset Adjustment, the Construction Work in Progress Adjustment, and the
Regulatory Liabilities Adjustment.
(f) The Accounting Expert will be bound by this Agreement and may not revise
any element of the Closing Statement that is not disputed by the Parties or assign a value to any
Disputed Element of the Closing Statement greater than the greatest value for such item claimed
by either Party or less than the smallest value for such item claimed by either Party. The process
set forth in this Section 2.08 will be the exclusive remedy of the parties for any Dispute. Each of
the Accounting Expert’s decision, the revised Closing Statement, and the revised calculation of
the Purchase Price, absent fraud or manifest error, will be final and binding upon the Parties, and
judgment may be entered on the award. The Accounting Expert may not and will not have authority
or jurisdiction to resolve or decide any matter or dispute other than, as provided in and in
accordance with this Section 2.08, resolving the Dispute by determining whether and to what
extent, if any, the Closing Statement and resulting calculation of the Purchase Price should be
revised with respect to any elements or amounts of the Closing Statement subject to the Dispute.
Any other dispute or matter arising under or with respect to this Agreement (including any dispute
over whether any claim, issue, element or amount is within the authority of the Accounting Expert
to determine) will be reserved for and determined by a court specified in Section 11.08.
(g) Seller and Buyer will share the fees and expenses of the Accounting Expert
in inverse proportion to the relative amounts subject to the Dispute determined in favor of such
Party, in accordance with the following formulas: (i) Buyer will pay a portion of such fees and

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expenses equal to the total fees, costs and expenses multiplied by a fraction, the numerator of
which is the dollar amount subject to the Dispute resolved in favor of Seller and the denominator
of which is the total dollar amount subject to the Dispute, and (ii) Seller will pay a portion of such
fees, costs and expenses equal to the total fees and expenses multiplied by a fraction, the numerator
of which is the dollar amount subject to the Dispute resolved in favor of Buyer and the denominator
of which is the total dollar amount subject to the Dispute. Notwithstanding the foregoing, each of
Buyer and Seller will pay the fees, costs and expenses of their respective attorneys, accountants
and other representatives in connection with the Dispute.
ARTICLE 3
CLOSING
Section 3.01 Time and Place of the Closing. The consummation of the Transactions (the
“Closing”) will take place remotely, via electronic exchange of documents and signatures,
delivered upon actual confirmed receipt, on (a) the date that is no more than 10 Business Days
following the satisfaction or waiver of the conditions to the Closing set forth in Article 9 (other
than those conditions that by their terms are to be satisfied at the Closing but subject to the
satisfaction or waiver of those conditions at such time) or (b) any other date that may be mutually
agreed upon by Seller and Buyer (the date on which the Closing takes place, the “Closing Date”).
Except as otherwise set forth herein, all proceedings taken and all documents executed and
delivered by both Parties at the Closing will be deemed to have been taken and executed
simultaneously and no proceedings will be deemed to have been taken nor documents executed or
delivered until all have been taken, executed and delivered. Except as otherwise specifically set
forth herein, the Closing will be deemed effective and title to, ownership of, control of, and risk of
loss from the Acquired Assets will pass to Buyer effective as of 12:01 a.m. Mountain Time on the
Closing Date.
Section 3.02 Deliveries.
(a) Subject to the conditions set forth in this Agreement, at or before the
Closing, each of Seller and Buyer will deliver or cause to be delivered to the other Party:
(i) a bill of sale, assignment and assumption agreement substantially in
the form of Exhibit A attached hereto (the “Bill of Sale”), duly executed by such Party;
(ii) the Sales Agreement substantially in the form of Exhibit C attached
hereto, duly executed by such Party;
(iii) the Wheeling Agreement substantially in the form of Exhibit D
attached hereto, duly executed by such Party; and
(iv) the Transition Services Agreement substantially in the form of
Exhibit F-1 attached hereto, duly executed by such Party, including service schedules covering at
least the services described in the attached Exhibit F-2, unless otherwise agreed by Seller and
Buyer in writing.
(b) Subject to the conditions set forth in this Agreement, at or before the
Closing, Seller will deliver or cause to be delivered to Buyer:

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(i) an IRS Form W-9, executed by Seller;
(ii) with respect to each Owned Real Property, a special warranty deed
executed and acknowledged by Seller, substantially in the form of Exhibit B attached hereto
(collectively, the “Real Property Deeds”);
(iii) with respect to each Electrical Substation Easement, an assignment
executed and acknowledged by Seller, in a form reasonably acceptable to Buyer and Seller
(collectively, the “Tier One Easement Assignments”); provided that, to the extent that Seller does
not deliver such a Tier One Easement Assignment at Closing with respect to the Tier One Real
Property known as the Rockville Substation, Buyer shall have the following options, exercisable
by Buyer’s notice given to Seller: (a) Buyer may accept an executed license from Seller to Buyer
of all of Seller’s right, title and interest in and to the Rockville Substation and the land on which it
lies, including existing easements granted to Seller; and (b) Buyer may excuse the Seller’s failure
to deliver the Tier One Easement Assignment for Rockville Substation required under this section,
in full reliance upon Seller’s covenant made hereby to continue its diligent good faith efforts to
obtain the Tier One Easement Assignment or another easement estate providing substantially the
equivalent rights to Buyer until the earlier of (1) the time when Seller delivers a Tier One Easement
Assignment to Buyer for Rockville Substation and (2) the second anniversary of the Closing Date;
(iv) with respect to the Tier Two Real Property, an omnibus assignment
executed and acknowledged by Seller, in a form reasonably acceptable to Buyer and Seller (the
“Tier Two Omnibus Easement Assignment”);
(v) true and correct copies of such affidavits as may reasonably be
required by the Title Company (the “Real Property Affidavits”) in connection with the issuance to
the Buyer of a standard owner’s title insurance policy in the amount of the Purchase Price allocated
under Section 2.05(b) for each parcel of Tier One Real Property (collectively, the “Title Policies”);
(vi) true and correct copies of evidence of the release of or the prepared
and executed releases of all Encumbrances on the Acquired Assets listed on Schedule 3.02(b)(vi)
to be filed on or prior to the Closing Date (or, if the Title Company has committed to insure over
such Encumbrances as may otherwise appear on the Title Policies, proof of such commitment,
with copies of the recorded releases to follow as soon as practicable after Closing); and
(vii) a certificate of an authorized officer of Seller, dated as of the Closing
Date, to the effect that the conditions specified in Section 9.02(a), Section 9.02(b), and Section
9.02(c) have been satisfied (the “Seller’s Officer’s Certificate”).
(c) Subject to the conditions set forth in this Agreement, at or before the
Closing, Buyer will deliver to Seller:
(i) the Estimated Purchase Price set forth in the Estimated Closing
Statement by wire transfer in immediately available funds, to an account or accounts designated
by Seller prior to the Closing;

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(ii) a certificate of an authorized officer of Buyer, dated as of the
Closing Date, to the effect that the conditions specified in Section 9.01(a) and Section 9.01(b) have
been satisfied (the “Buyer Officer’s Certificate”); and
(iii) evidence reasonably satisfactory to Seller that the execution,
delivery and performance of this Agreement and the other Transaction Agreements and the
Transactions have been duly authorized by the board of directors and such other persons affiliated
with Buyer who are required to provide such authorization of Buyer.
ARTICLE 4
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants to Buyer that, except as set forth in the disclosure schedules
delivered by Seller to Buyer concurrently with this Agreement (collectively, the “Disclosure
Schedule”), the statements contained in this Article 4 are true and correct as of the Effective Date
and are expressly remade as of the Closing Date (except for those representations and warranties
that address matters as of a specified date, which are made with respect to such date). Buyer
acknowledges and agrees that: (a) inclusion of information in any section of the Disclosure
Schedule will not be construed as an admission that such information is material; (b) matters
reflected in any section of the Disclosure Schedule are not necessarily limited to matters required
by this Agreement to be reflected in the Disclosure Schedule and such additional matters are set
forth for informational purposes and do not necessarily include other matters of a similar nature;
and (c) if any section of the Disclosure Schedule lists an item or information, and the relevance of
such item or information to another section of the Disclosure Schedule is reasonably apparent, then
the matter will be deemed to have been disclosed in such other section of the Disclosure Schedule,
notwithstanding the omission of an appropriate cross-reference to such other section.
Section 4.01 Existence and Power. Seller is a corporation duly incorporated and validly
existing under the laws of the State of Idaho. Seller has all requisite corporate power and authority
to carry on the Business as it is currently conducted, to own, lease and operate the Acquired Assets
where such Acquired Assets are now owned, leased or operated, as applicable, to enter into the
Transaction Agreements, and to consummate the Transactions. Seller is duly qualified or licensed
to do business and is in good standing in each jurisdiction in which the Acquired Assets or the
nature of the Business makes such qualification or license necessary, except in any jurisdictions in
which the failure to be so duly qualified or licensed or in good standing would not have a Material
Adverse Effect on the Business or the Acquired Assets.
Section 4.02 Corporate Authorization. The execution, delivery and performance by
Seller of the Transaction Agreements, and the consummation by Seller of the Transactions at the
Closing, have been duly authorized by all necessary corporate action on the part of Seller.
Assuming the due authorization, execution and delivery of this Agreement by Buyer, this
Agreement constitutes a valid and legally binding agreement of Seller, enforceable against Seller
in accordance with its terms and conditions, subject to bankruptcy, reorganization, insolvency,
moratorium or similar Laws affecting the enforcement of creditors’ rights generally and to general
principles of equity (the “Enforceability Exceptions”).

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Section 4.03 Non-contravention. Assuming that (a) all filings, registrations, Permits,
authorizations, consents and approvals contemplated by Section 4.04 of the Disclosure Schedule
have been duly made or obtained, as applicable, (b) all filings, expirations or terminations of
waiting periods, permits, authorizations, consents and approvals as may be required under, and
other applicable requirements of, the HSR Act or any other applicable Antitrust Law have been
made, satisfied, or received, as applicable, and (c) all Regulatory Approvals have been received,
neither the execution, delivery and performance by Seller of the Transaction Agreements, nor the
consummation by Seller of the Transactions at the Closing (i) violates any provision of the
Organizational Documents of Seller, (ii) violates any Law or any applicable Order, or (iii) except
as set forth in Section 4.03 of the Disclosure Schedule, with or without the passage of time or the
giving of notice or both, result in the breach of, or constitutes a default, or gives rise to any
termination or right of termination, or requires any consent under, or results in the creation of any
Encumbrance (other than a Permitted Encumbrance) upon any Acquired Asset pursuant to, any
Material Contract, except, in each of clauses (ii) and (iii), where the violation, breach, default,
failure to obtain consent or creation of such Encumbrance would not have a Material Adverse
Effect. Solely for purposes of this Section 4.03, the term “Material Adverse Effect” shall have the
same meaning as “Material Adverse Effect” as defined in Section 1.01, but specifically excluding
those items listed in (i)(H) and (I) in said definition.
Section 4.04 Governmental Authorization. Except as set forth in Section 4.04 of the
Disclosure Schedule, the execution and delivery by Seller of the Transaction Agreements, and the
consummation by Seller of the Transactions at the Closing, require no action by or in respect of,
or filing with, any Governmental Body, except where the failure to obtain such action or make
such filing would not have a Material Adverse Effect. Solely for purposes of this Section 4.04, the
term “Material Adverse Effect” shall have the same meaning as “Material Adverse Effect” as
defined in Section 1.01, but specifically excluding those items listed in (i)(H) and (I) in said
definition.
Section 4.05 Indebtedness. Except as set forth on Section 4.05 of the Disclosure
Schedule, Seller does not have any Indebtedness secured by an Encumbrance on any Acquired
Asset other than a Permitted Encumbrance.
Section 4.06 No Material Adverse Effect. Since December 31, 2024, there has not been
any Material Adverse Effect with respect to the Business or the Acquired Assets.
Section 4.07 Taxes.
(a) Seller has timely filed all material Tax Returns required to be filed by it
arising out of or relating to Seller’s ownership, possession or use of the Acquired Assets or the
operation of the Business prior to the Closing, and all such Tax Returns were, at the time they were
filed, true, complete and correct in all material respects.
(b) Seller has timely paid all material Taxes due and payable by it arising out
of or relating to Seller’s ownership, possession or use of the Acquired Assets or the operation of
the Business prior to the Closing (whether or not shown on any Tax Return), except to the extent
such Taxes are being contested in good faith.

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(c) All material Taxes that Seller is required to have collected or withheld
arising out of or relating to Seller’s ownership, possession or use of the Acquired Assets or the
operation of the Business prior to the Closing have been duly collected or withheld and, to the
extent required, have been timely paid over to the relevant Taxing Authority.
(d) There are no Encumbrances for Taxes (other than Permitted Encumbrances)
on the Acquired Assets.
Section 4.08 Title to Acquired Assets. Except as set forth on Section 4.08 of the
Disclosure Schedule, Seller owns good and valid title to or, if so described on Section 4.08 of the
Disclosure Schedule, holds a valid leasehold or easement interest in, all of its tangible personal
property and other tangible assets included in the Acquired Assets, free and clear of all
Encumbrances, other than Permitted Encumbrances.
Section 4.09 Intellectual Property.
(a) Section 4.09 of the Disclosure Schedule sets forth as of the Closing Date,
all Seller Intellectual Property that is registered, issued, or the subject of a pending application
owned or controlled by Seller (the “Registered IP”). All Registered IP registrations, issuances, and
applications are subsisting. The Registered IP that is issued or registered is enforceable and, to the
Knowledge of Seller, valid. To the Knowledge of Seller, no loss or expiration of any issued
Registered IP is threatened, pending, or reasonably foreseeable, other than expiration at the end of
its statutory term (and not due to any act or omission of Seller or its Subsidiaries), including
nonpayment of maintenance fees.
(b) Seller owns all right, title, and interest in and to the Seller Intellectual
Property, subject to licenses granted by Seller to Third Parties and any Permitted Encumbrances;
provided that this representation does not constitute a representation or warranty regarding
infringement, misappropriation, or violation of any Third Party Intellectual Property, which is
addressed solely in Section 4.09(d) below.
(c) The execution and delivery of the Transaction Agreements and the
consummation of the Transactions will not cause the loss of any Seller Intellectual Property or
grant any Person new or additional rights under any Seller Intellectual Property, except as set forth
in Section 7.15.
(d) Except as set forth in Section 4.09 of the Disclosure Schedule, to the
Knowledge of Seller: (i) in the last two years, Seller has not received any written claim or notice
(including any written indemnification claim from any customer of the Business) alleging that
Seller’s operation of the Business infringes or misappropriates any Third Party Intellectual
Property; (ii) there are no Proceedings currently pending against Seller alleging that any Seller
Intellectual Property infringes or misappropriates any Third Party Intellectual Property; and (iii)
none of the Seller Intellectual Property infringes or misappropriates any Third Party Intellectual
Property. To the Knowledge of Seller, no Person is infringing or misappropriating any Seller
Intellectual Property in a manner that has caused a Material Adverse Effect.
(e) Seller has taken reasonable steps to maintain the confidentiality of material
trade secrets included in the Seller Intellectual Property.

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(f) Seller maintains reasonable policies and procedures with respect to security,
and disaster recovery of the Transferred IT Assets that are material to the Business. In the last 18
months, there have been no breakdowns, continued substandard performance or other adverse
events affecting any material Transferred IT Assets that have caused any substantial disruption of
or interruption in or to the conduct of the Business.
(g) Seller collects, stores, and processes Transferred Personal Data in
accordance with Applicable Privacy and Data Security Laws. To the Knowledge of Seller, no
Proceeding is currently pending against Seller alleging any violation of any Applicable Privacy
and Data Security Laws by or on behalf of Seller. Seller uses commercially reasonable measures
to protect against, detect, and remediate threats or hazards to the security and integrity of the
Transferred Personal Data.
The representations and warranties contained in this Section 4.09 constitute the sole and exclusive
representations and warranties of Seller with respect to Intellectual Property and data privacy and
security matters.
Section 4.10 Material Contracts.
(a) Section 4.10 of the Disclosure Schedule lists all of the following Contracts
to which Seller is a party and which are in effect as of the Effective Date:
(i) any Contract exclusively relating to the Business the performance
of which requires payment by Seller during the 12 months ended on the Effective Date, in excess
of $100,000.00;
(ii) any Contract exclusively relating to the Business with any customer
of the Business other than any Contract that is substantially in the form of any of the form customer
Contracts made available to Buyer;
(iii) other than in respect of extensions of credit to customers in the
Ordinary Course of Business, any Contract relating primarily to the Business pursuant to which
Seller has made any advance, loan, extension of credit or capital contribution to, or other
investment in, any Person;
(iv) any Contract relating primarily to the Business concerning the
establishment by Seller of a partnership, joint venture, strategic alliance, co-marketing, co-
promotion, joint development or similar arrangement;
(v) any Contract relating exclusively to the Business containing a non-
competition clause or any exclusivity agreement binding on the Business, or any other Contract
that purports to limit or restrict the ability of the Business to enter into or engage in any market or
line of business or any Contract that contains a “most favored customer” provision with respect to
any product of the Business;
(vi) any (A) material license of Intellectual Property obtained by Seller
that is included in the Acquired Assets and (B) material license granted by Seller under the Seller
Intellectual Property, in each case, excluding any Incidental License;

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(vii) any Contract regarding dispositions of any material assets that
constitute Acquired Assets, other than in the Ordinary Course of Business;
(viii) any Contract involving any settlement of any actual or threatened
Proceeding entered into by Seller in the last 12 months primarily affecting the Business or which
imposes material continuing obligations on the Business; and
(ix) all other Contracts that are material to the Acquired Assets or the
operation of the Business and not previously disclosed pursuant to this Section 4.10.
The Contracts listed in Section 4.10 of the Disclosure Schedule are referred to in this Agreement
as the “Material Contracts”. Seller has made available to Buyer a true and complete copy of each
Material Contract.
(b) All of the Material Contracts are valid and binding on Seller and currently
in full force and effect. Seller is not in material default under any of the Material Contracts, and
no event has occurred that, through the passage of time or the giving of notice, or both, would
constitute a material default by Seller or give rise to a right of termination or cancellation by
another party under any of the Material Contracts. To the Knowledge of Seller, no other Person is
in breach or default under any of the Material Contracts. Seller has received no written notice from,
and has no Knowledge that, a Third Party intends to cancel or terminate any Material Contract or
asserting that Seller is in default in any material respect under any Material Contract.
Section 4.11 Compliance with Laws; Permits.
(a) Seller is in compliance with all Laws in all material respects with respect to
the Business and the Acquired Assets. In the last three years, Seller has not received any written
notice of any violation of any Law directly affecting the Business or the Acquired Assets and, to
the Knowledge of Seller, there are no such violations.
(b) Seller holds all legally and validly issued Permits from all applicable
federal, state or local governmental authorities for its operation of the System, in its own name, (i)
necessary to permit Seller to own, operate, use and maintain the Business as currently conducted,
and (ii) with respect to which a failure to hold such Permit would have a Material Adverse Effect
(collectively, the “Necessary Permits”). Section 4.11(b) of the Disclosure Schedule lists each
Necessary Permit. Each Necessary Permit is valid and in full force and effect. Seller is in
compliance in all material respects with each Necessary Permit, including, but not limited to, the
payment in full of all fees and charges with respect to such Necessary Permits. There are no actions
pending or, to the Knowledge of Seller, threatened, that would result in the termination, revocation,
suspension or restriction of any Necessary Permits or the imposition of any fine, penalty or other
sanction or liability for violation of any Law or Order relating to any Necessary Permits.
Section 4.12 Proceedings and Orders. Neither the Business nor any of the Acquired
Assets are subject to any outstanding Order, and there is no material pending Proceeding or, to the
Knowledge of Seller, threatened Proceeding against Seller that is directed at or contains claims
asserted against the Business or any of the Acquired Assets.

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Section 4.13 Real Property.
(a) Seller’s Business is conducted using facilities located on real property. All
electrical substation facilities used in the provision of the System electric distribution and
transmission services are located on real property that is (i) wholly owned by Seller in a fee simple
estate (the “Owned Real Property”), or (ii) held by Seller under an easement (each, an “Electrical
Substation Easement”). The Owned Real Property and Electrical Substation Easements are
collectively referred to in this Agreement as the “Tier One Real Property”. Notwithstanding
anything to the contrary contained herein, the Parties acknowledge and agree that the Lime
substation shall be a Tier Two Real Property (as defined below) and shall be treated as, and deemed
to be, a Tier Two Real Property. For the avoidance of doubt, the Lime substation has been
decommissioned and is not included in the defined term, Electrical Substation Easement. To
Seller’s Knowledge, Section 4.13(a) of the Disclosure Schedule sets forth the true and correct
address (if available) and GPS coordinates (if available) in all material respects of each parcel of
Tier One Real Property.
(b) All other electrical facilities not included in the Tier One Real Property,
including transmission and distribution system structures, poles and other supporting structures,
wires, fuses, switches, conductors and conduit, service transformers, pole-mounted switches,
regulators and equipment, corrosion protection fittings and equipment, telemetering and
communications equipment, protective equipment, and meters, used in the provision of the System
electric distribution and transmission services are located on real property for which Seller has a
lawful and enforceable right of way necessary for the placement, maintenance, repair, relocation,
and replacement of, and access to and from, such facilities (such right of way is referred to in this
Agreement as “Tier Two Real Property”), except as would not, individually or in the aggregate,
materially interfere with the current use of the Tier Two Real Property by the Business, and would
not reasonably be expected to cause a Material Adverse Effect. To Seller’s Knowledge, Section
4.13(b) of the Disclosure Schedule sets forth a true and correct description of the location and GPS
coordinates (if available) in all material respects of each parcel of Tier Two Real Property. The
Tier One Real Property and Tier Two Real Property are referred to in this Agreement collectively
as the “Real Property”. The Tier One Real Property and the Tier Two Real Property are mutually
exclusive.
(c) Except as set forth in Section 4.13(c) of the Disclosure Schedule, (i) Seller
has good and valid fee simple title to the Owned Real Property, free and clear of Encumbrances
other than Permitted Encumbrances, (ii) such Permitted Encumbrances do not, individually or in
the aggregate, materially interfere with the current use of the Owned Real Property by the
Business, and are not likely to cause a Material Adverse Effect, (iii) Seller has not granted to any
Person any right to use or occupy the Owned Real Property or any material portion thereof that
remains in effect as of the Effective Date, (iv) other than the rights of Buyer pursuant to this
Agreement, Seller has not granted any outstanding options, rights of first offer, rights of first
refusal or other similar rights in favor of any Person to purchase the Owned Real Property or any
portion thereof or interest therein, in each case that remains in effect as of the Effective Date or as
of the Closing Date, as applicable, and (v) with respect to the Business, Seller is not a party to any
binding Contract or option to purchase any real property or interest solely used for the benefit of
the Business, other than as set forth on Section 4.13(c) of the Disclosure Schedule. For purposes
of this Section 4.13(c), “Permitted Encumbrances” shall include (A) Encumbrances for Taxes not

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yet due and payable or being contested in good faith by appropriate proceedings, (B) statutory
Encumbrances of landlords and in favor of carriers, warehousemen, mechanics and materialmen
incurred in the ordinary course of business for sums not yet due and payable or which are being
contested in good faith by appropriate proceedings, (C) easements, covenants, rights-of-way,
restrictions, encroachments and other similar matters of record that do not, individually or in the
aggregate, materially interfere with the current use of the Owned Real Property by the Business,
and (D) zoning, entitlement and other land use and environmental regulations by any
Governmental Body. The Owned Real Property includes all of Seller’s estate right, title and
interest in the respective Owned Real Property, including, to the extent such exists or is applicable:
(1) all tenements, hereditaments, appurtenances, water rights, easements, covenants, permits,
approvals, entitlements escrows, development rights and other rights arising from or appertaining
to the land; and (2) all structures, fixtures, systems, improvements, water and sewer utility
connections, topsoil, trees, shrubbery and landscaping situated on, in or under or used in
connection with the land.
(d) Except as set forth in Section 4.13(d) of the Disclosure Schedule, (i) the
scope of each Electrical Substation Easement permits use by the grantee including those used by
Seller in the Business; (ii) Seller has not received any written notice alleging any material breach
or material default that remains uncured under the Electrical Substation Easements and, to the
Knowledge of the Seller, there exists no material default by any party, including the servient estate
holder, under the Electrical Substation Easements; (iii) to Seller’s Knowledge, Seller has the right
to assign its interest under the Electrical Substation Easements to Buyer without the necessity of
obtaining any Third Party’s consent (including any servient estate holder); and, (iv) with respect
to the Business, Seller is not a party to any binding Contract or option to purchase any real property
interest similar to the Electrical Substation Easements expected to be solely used for the benefit of
the Business.
(e) None of the Real Property is the subject of any pending condemnation or
eminent domain action of which Seller has received written notice, and no such action has been
threatened in writing. To the Knowledge of Seller, there is no written proposal under consideration
by a Governmental Body to take or use any material portion of the Real Property. To the
Knowledge of Seller, the Owned Real Property and all improvements located thereon comply with
all existing subdivision, land use, and zoning ordinances, regulations and restrictions in all material
respects. To the Knowledge of Seller, none of the Owned Real Property is, or within the past two
years has been, in material violation of any zoning regulation, building restriction, restrictive
covenant, ordinance or other Law, except for such violations that have been cured or resolved.
Seller has not received any written notice alleging any such material violation that remains
outstanding as of the Effective Date.
(f) Except as set forth in Section 4.13(f) of the Disclosure Schedule, the
continued maintenance and operation of Business facilities located on the Real Property as
currently maintained and operated are not, in any material respect, dependent on facilities located
at any property not included in the Real Property (other than customary services provided by third-
party utilities or service providers), and, to the Knowledge of Seller, the continued maintenance
and operation of any Business facilities not included in the Real Property are not, in any material
respect, dependent on facilities located on the Real Property. To the Knowledge of Seller, no
building or other improvement not part of the Real Property relies on the Real Property, or any

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part thereof or interest therein, to comply with or fulfill any Law in any manner that materially
interferes with the current use of the Real Property by the Business, and no building or other
improvement on the Real Property relies on any property not included in the Real Property to
comply with or fulfill any Law in any manner that is material to the current use of the Real Property
by the Business. All of the Acquired Assets used or held for use in the Business which are affixed
to real property are entirely located on the Real Property, except for such cases as do not,
individually or in the aggregate, materially interfere with the use of such Acquired Assets by the
Business as of the Closing Date. Except as set forth in Section 4.13(f) of the Disclosure Schedule,
all buildings or improvements located on the Real Property, lie, in all material respects, within the
boundaries of such Real Property and, to the Knowledge of Seller, do not, in any material respect,
encroach on an easement or property owned by another Person, and, to the Knowledge of Seller,
no building or improvement owned or used by another Person materially encroaches on the Owned
Real Property.
Section 4.14 Environmental Matters.
(a) Except as set forth in Section 4.14 of the Disclosure Schedule, in the last
four years:
(i) No notice of violation, summons or Order has been received by
Seller and, to the Knowledge of Seller, no complaint has been filed against Seller, no penalty has
been assessed against Seller, and no Proceeding is pending or threatened against Seller by any
Person, in each case, with respect to matters relating to the Real Property or the Business under
any Environmental Law or Environmental License, other than matters that have been finally
resolved without any outstanding material obligations;
(ii) To the Knowledge of Seller, Seller is, and since such time has been,
in compliance with applicable Environmental Laws and Environmental Licenses;
(iii) To the Knowledge of Seller, Seller has obtained and maintains all
Environmental Licenses necessary for the operation of the Business as currently conducted, and
such Environmental Licenses are valid and in full force and effect;
(iv) Seller has not received written notice that any of the Real Property
is listed on, or is the subject of a pending proposal for listing on, any list of contaminated or
potentially contaminated sites maintained under any Environmental Law;
(v) To the Knowledge of Seller, Seller has not received written notice
of any release of Hazardous Substances at, on, under or from any Real Property in quantities or
concentrations that have resulted in, or would reasonably be expected to result in, liability of Seller
under Environmental Laws; and
(vi) To the Knowledge of Seller, Seller has not generated, used, emitted,
released, transported, stored, treated or disposed of Hazardous Substances in violation of
Environmental Laws in a manner that has resulted in liability of Seller under Environmental Laws.
(b) Subject to receipt of the Regulatory Approvals, to the Knowledge of Seller,
the consummation of the Transactions will not result in the termination, suspension or material

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impairment of any such Environmental License, other than as would not reasonably be expected
to be material to the Business, taken as a whole, or which may be transferred from Seller to Buyer,
or, if terminated by operation applicable Law, may be subsequently pursued by Buyer.
(c) To the Knowledge of Seller, there is no unregistered underground storage
tank present on the Real Property and any underground storage tanks removed during Seller’s
ownership, lease or operation of such Real Property were removed in compliance with applicable
Environmental Law.
Section 4.15 Sufficiency of Acquired Assets. Except for (a) the matters set forth on
Section 4.15 of the Disclosure Schedule and subject to this Agreement (including the Transition
Services Agreement and any other agreements delivered hereunder), (b) the Excluded Assets, and
(c) the corporate and administrative functions not unique to the Business as set forth on Section
4.15 of the Disclosure Schedule, the Acquired Assets and the rights granted to Buyer constitute,
in all material respects, the assets Seller used to operate the Business during the 12-month period
prior to the Effective Date and Closing Date, as the case may be. For the avoidance of doubt,
nothing contained in this Section 4.15 shall be construed to make any representation or warranty
with respect to any matter described in Section 4.07 (Taxes), Section 4.08 (Title to Acquired
Assets), Section 4.09 (Intellectual Property), Section 4.13 (Real Property), or Section 4.14
(Environmental Matters) and each such Section contains the sole and exclusive representations
with respect to the matters described therein.
Section 4.16 Brokers. No broker, finder or investment banker (each, a “Broker”) is
entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of Seller or any of its Affiliates.
Section 4.17 No Undisclosed Liabilities. To the Knowledge of Seller, except as set forth
on the Disclosure Schedule, there are no material liabilities, obligations or debts whether absolute
or contingent, monetary or non-monetary, direct or indirect, matured or unmatured, related to the
Acquired Assets other than those disclosed in the Data Room or the Schedules to this Agreement.
For the avoidance of doubt, nothing contained in this Section 4.17 shall be construed to make any
representation or warranty with respect to any matter described in Section 4.07 (Taxes), Section
4.08 (Title to Acquired Assets), Section 4.09 (Intellectual Property), Section 4.13 (Real Property),
or Section 4.14 (Environmental Matters) and each such Section contains the sole and exclusive
representations with respect to the matters described therein.
Section 4.18 Seller Financial Information. Seller has delivered to Buyer the unaudited
financial information for the Business set forth on Section 4.18 of the Disclosure Schedule for the
years ended December 31, 2023 and 2024, each with respect to the Business (collectively, the
“Seller Financial Information”), which Seller Financial Information has been extracted from the
financial records of Seller. The publicly available financial statements of Seller are subject to audit
and fairly and accurately present the financial condition and results of operations of Seller. The
Seller Financial Information has been prepared under Seller’s internal control frameworks and
accounting processes and represents Seller’s estimates of revenues, expenses, assets and liabilities
of the Business as of the respective dates of and for the periods referred to in such financial
information. Seller made estimates and assumptions when preparing the Seller Financial
Information. Such estimates and assumptions include, among others, allocations of certain

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revenues and expenses to the Oregon service area. These estimates and assumptions affected the
reported amounts of assets and liabilities at the dates of the Seller Financial Information and the
reported amounts of revenues and expenses during the related reporting periods. These estimates
involved Seller’s reasonable judgments with respect to, among other things, the Oregon service
area’s share of Seller’s assets, liabilities, revenues and expenses, which could differ from actual
amounts.
Section 4.19 Employee Benefit and Employment Matters. Neither the execution and
delivery of this Agreement or any of the Transaction Agreements to which Seller is a party, nor
compliance with any provision hereof or thereof, nor consummation of the Transactions will
(i) violate any collective bargaining agreements between Seller and each employee of Seller who
is primarily employed in the operation of the Business or (ii) violate any deferred compensation,
profit-sharing, welfare, retirement or pension plans, retiree medical plans, incentive plans, material
bonus plans or other material employee benefit or fringe benefit plans, including “employee
pension benefit plans” under ERISA, maintained or with respect to which contributions are made
by Seller in respect of its employees primarily employed in the operation of the Business.
Section 4.20 No Other Representations. EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE BILL OF
SALE, THE REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE
SELLER’S OFFICER’S CERTIFICATE (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE
QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE), SELLER IS
NOT MAKING AND WILL NOT BE DEEMED TO HAVE MADE, NOR WILL SELLER (OR
ANY OTHER PERSON) HAVE OR BE SUBJECT TO ANY LIABILITY ARISING OUT OF,
RELATING TO OR RESULTING FROM, IN EACH CASE, ANY REPRESENTATIONS OR
WARRANTIES, WRITTEN OR ORAL, COMMON LAW OR STATUTORY, EXPRESS OR
IMPLIED (INCLUDING WITH RESPECT TO NON-INFRINGEMENT,
MERCHANTABILITY OR SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE), INCLUDING ANY STATEMENTS, DOCUMENTS, PROJECTIONS OR OTHER
INFORMATION OF ANY TYPE PROVIDED OR MADE AVAILABLE BY OR ON BEHALF
OF SELLER (INCLUDING ANY FORWARD-LOOKING STATEMENTS), AS TO THE
ACCURACY OR COMPLETENESS OF ANY INFORMATION REGARDING SELLER, THE
BUSINESS, THE ACQUIRED ASSETS OR THE ASSUMED LIABILITIES, INCLUDING
SELLER’S BUSINESS, FINANCIAL CONDITION, ASSETS (INCLUDING THE
CONDITION, VALUE, QUALITY OR SUITABILITY OF ANY ASSETS, WHETHER
TANGIBLE, INTANGIBLE OR MIXED) AND LIABILITIES (ANY OF THE FOREGOING,
AN “EXTRA-CONTRACTUAL STATEMENT”). EXCEPT FOR THE REPRESENTATIONS
AND WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 4 OR IN THE BILL OF
SALE, THE REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE
SELLER’S OFFICER’S CERTIFICATE, SELLER HEREBY EXPRESSLY DISCLAIMS AND
NEGATES ANY EXTRA-CONTRACTUAL STATEMENT.
ARTICLE 5
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants to Seller as of the Effective Date as follows:

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Section 5.01 Corporate Existence and Power. Buyer is a cooperative corporation duly
incorporated, validly existing and in good standing under the laws of the state of Oregon. Buyer is
duly qualified to do business as a foreign corporation and is in good standing in each other
jurisdiction where the transaction of its business requires such qualification, other than any
jurisdictions in which the failure to be so duly qualified or licensed or in good standing would not
have a material adverse effect on Buyer or its business.
Section 5.02 Corporate Authorization. Buyer has the requisite corporate power and
authority to carry on its business as it is currently conducted, to enter into the Transaction
Agreements, and to consummate the Transactions. The execution, delivery and performance by
Buyer of the Transaction Agreements, and the consummation by Buyer of the Transactions, have
been duly authorized by all necessary corporate action on the part of Buyer. Assuming the due
authorization, execution and delivery of this Agreement by Seller, this Agreement constitutes a
valid and legally binding agreement of Buyer, enforceable against Buyer in accordance with its
terms and conditions, subject to the Enforceability Exceptions.
Section 5.03 Non-contravention. Except for (a) the filing of a notification and report form
under the HSR Act and the expiration or termination of the applicable waiting period thereunder
and (b) the Regulatory Approvals, neither the execution, delivery and performance of the
Transaction Agreements, nor the consummation of the Transactions, (i) violate any provision of
the Organizational Documents of Buyer, (ii) with or without the passage of time or the giving of
notice or both, result in the breach of, or constitute a default, or give rise to any termination or
right of termination, or require any consent under, or result in the creation of any Encumbrance
(other than a Permitted Encumbrance) upon Buyer’s assets under, any of the terms of any Contract
to which Buyer is a party, or (iii) violate any Law or any Order applicable to Buyer.
Section 5.04 Governmental Authorization. Except for (a) the filing of a notification and
report form under the HSR Act and the expiration or termination of the applicable waiting period
thereunder and (b) the Regulatory Approvals, the execution and delivery by Buyer of the
Transaction Agreements, and the consummation by Buyer of the Transactions, require no action
by or in respect of, or filing with, any Governmental Body.
Section 5.05 Compliance with Laws; Permits. Buyer is in compliance with all Laws in
all material respects. Buyer currently holds, or at the Closing will hold, the Necessary Permits.
There are no actions pending or, to the Knowledge of Buyer, threatened, that would result in the
termination, revocation, suspension or restriction of, or failure to obtain at the Closing, any
Necessary Permits or the imposition of any fine, penalty or other sanction or liability for violation
of any Law or Order relating to any Necessary Permits.
Section 5.06 Proceedings and Orders. Buyer (a) is not subject to any outstanding Order
or (b) is not a party to any pending Proceeding or, to the Knowledge of Buyer, threatened
Proceeding, that would, in any case, prohibit or materially impair Buyer’s ability to perform its
obligations under the Transaction Agreements or to complete the Transactions in accordance with
the terms of the Transaction Agreements.
Section 5.07 Financing. Buyer has available sufficient funds, available lines of credit or
other sources of immediately available funds to enable Buyer to pay in full the Purchase Price, any

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post-Closing adjustment therefor and all transaction expenses payable by it and perform and pay
in full all of the obligations assumed by Buyer pursuant to this Agreement, including the Assumed
Liabilities.
Section 5.08 Solvency. Immediately after giving effect to the Transactions: (a) Buyer
will be able to pay its debts as they become due and will own assets with a fair saleable value
greater than the amounts required to pay its debts (including a reasonable estimate of the amount
of all contingent liabilities); and (b) Buyer will have adequate capital to carry on its business. No
transfer of assets is being made and no obligation is being incurred in connection with the
Transactions with the intent to hinder, delay or defraud either present or future creditors of Buyer.
Section 5.09 Brokers. No Broker is acting on behalf of Buyer or under its authority or is
entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions
based upon arrangements made by or on behalf of Buyer or any of its Affiliates.
Section 5.10 Non-Reliance. EXCEPT FOR THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE 4 OR IN THE BILL OF SALE, THE
REAL PROPERTY DEEDS, THE REAL PROPERTY AFFIDAVITS, OR THE BUYER’S
OFFICER’S CERTIFICATE (WHICH, FOR THE AVOIDANCE OF DOUBT, ARE
QUALIFIED BY ANY RELATED ITEM IN THE DISCLOSURE SCHEDULE), BUYER
ACKNOWLEDGES AND AGREES THAT SELLER IS NOT MAKING AND WILL NOT BE
DEEMED TO HAVE MADE, NOR WILL SELLER (OR ANY OTHER PERSON) HAVE OR
BE SUBJECT TO ANY LIABILITY ARISING OUT OF, RELATING TO OR RESULTING
FROM, IN EACH CASE, ANY EXTRA-CONTRACTUAL STATEMENT. BUYER FURTHER
ACKNOWLEDGES AND AGREES THAT SELLER HAS NOT MADE, AND EACH OF
BUYER AND ITS AFFILIATES HEREBY EXPRESSLY AGREES THAT IT IS NOT
RELYING ON, ANY EXTRA-CONTRACTUAL STATEMENT. EACH OF BUYER AND ITS
AFFILIATES HEREBY EXPRESSLY WAIVES AND RELINQUISHES ANY AND ALL
RIGHTS, CLAIMS AND CAUSES OF ACTION IN CONNECTION WITH, AND RELEASES
SELLER AND ITS AFFILIATES FROM ANY LIABILITY FOR ANY DAMAGES ARISING
OUT OF, THE ACCURACY, COMPLETENESS OR MATERIALITY OF ANY EXTRA-
CONTRACTUAL STATEMENT (IT BEING INTENDED THAT NO EXTRA-
CONTRACTUAL STATEMENT WILL SURVIVE THE EXECUTION AND DELIVERY OF
THIS AGREEMENT). BUYER HEREBY ACKNOWLEDGES AND AGREES THAT BUYER
IS ACQUIRING THE BUSINESS AND THE ACQUIRED ASSETS ON AN “AS IS, WHERE
IS, AND WITH ALL FAULTS” BASIS.
ARTICLE 6
PRE-CLOSING COVENANTS
Section 6.01 Certain Efforts. During the period between the Effective Date and the earlier
to occur of the termination of this Agreement under Article 10 or the Closing (such period, the
“Pre-Closing Period”), each of the Parties will use commercially reasonable efforts to take, or
cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable
to consummate the Transactions as soon as practicable.

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Section 6.02 Antitrust Matters.
(a) On the terms set forth herein, during the Pre-Closing Period, each of Buyer
and Seller will use commercially reasonable efforts to (i) make promptly any required submissions
and filings under Antitrust Laws regarding the transactions contemplated by this Agreement,
(ii) promptly furnish information required in such submissions and filings under such Antitrust
Laws, (iii) keep the other Party reasonably informed regarding the status of any such submissions
and filings under Antitrust Laws, including regarding (A) the receipt of any non-action, action,
clearance, consent, approval or waiver, (B) the expiration of any waiting period, (C) the
commencement or proposed or threatened commencement of any Proceeding under Antitrust
Laws, and (D) the nature and status of any objections raised or proposed or threatened to be raised
under Antitrust Laws regarding the transactions contemplated hereby, and (iv) obtain all actions
or non-actions, approvals, consents, waivers, registrations, permits, authorizations and other
confirmations from any Governmental Body or Third Party necessary, proper or advisable under
Antitrust Laws to consummate the Transactions as soon as practicable.
(b) In furtherance and not in limitation of Section 6.02(a), during the Pre-
Closing Period, each of Buyer and Seller: (i) will, or will cause its Affiliates to, no fewer than 45
days before the Anticipated Regulatory Approval Date (or, if no such date can be mutually agreed
by the Parties, no later than ten Business Days after the date on which the last Regulatory Approval,
other than those required under applicable Antitrust Laws, is received), make the initial filings
required by it under the HSR Act regarding the transactions contemplated by this Agreement; (ii)
will, or will cause its Affiliates to, provide as soon as practicable any additional information and
documentary material that may be requested under the HSR Act or any other applicable Antitrust
Law and make all subsequent filings and submissions required under the HSR Act or any other
applicable Antitrust Law, (iii) will provide to the other Party’s counsel such information as each
may reasonably request, and as may be appropriate under Antitrust Laws relative to its business,
assets and property as required of each to file any additional information requested by
Governmental Bodies under Antitrust Laws; (iv) will promptly notify the other Party of any
material or substantive communication made to or received by either Buyer or Seller, as the case
may be, from any Governmental Body regarding any of the transactions contemplated hereby, and,
subject to applicable Law, if practicable, permit the other Party to review in advance any proposed
material or substantive written communication to any such Governmental Body and consider
incorporating into such communication the other Party’s reasonable comments in good faith, (v)
not participate in any substantive meeting or discussion with any such Governmental Body in
respect of any filing, investigation or inquiry regarding this Agreement or the transactions
contemplated hereby unless, to the extent reasonably practicable, it consults with the other Party
in advance and, to the extent permitted by such Governmental Body gives the other Party the
opportunity to attend, and furnish the other Party with copies of all correspondence, filings and
written communications between them and their Affiliates and their respective managers,
directors, officers, employees, Affiliates, equityholders, agents or representatives, on one hand,
and any such Governmental Body or its respective staff, on the other hand, with respect to this
Agreement and the transactions contemplated hereby and (vi) will (and, if applicable, will cause
its Affiliates to use commercially reasonable efforts to) take all other actions to cause the expiration
or termination of the waiting period required under the HSR Act (including any extensions thereof)
as soon as practicable. Any provision of information, rights to participate, or consultations between
the Parties pursuant to the foregoing sentence may be made on an outside antitrust counsel-only

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basis to the extent required under applicable Law or as appropriate to protect sensitive business
information or maintain attorney-client or other privilege; provided, that Seller or Buyer, as
applicable, may redact materials to address reasonable privilege or confidentiality concerns and to
remove references concerning the valuation of the Acquired Assets. Buyer will pay all filing fees
under the HSR Act and all other Antitrust Laws regarding the transactions contemplated by this
Agreement.
(c) In furtherance of Section 6.02(a) and Section 6.02(b) and not in limitation
of either such Section, (i) neither Buyer nor Seller will, and each will cause their respective
Affiliates not to, extend any waiting period or comparable period under the HSR Act or other
Antitrust Laws or enter into any agreement with any Governmental Body not to consummate the
Transactions, except with the written consent of the other Party and (ii) Buyer agrees to, and to
cause its Affiliates to, take all actions that are necessary or reasonably advisable or as may be
required by any Governmental Body to expeditiously consummate the Transactions, including (A)
selling, licensing or otherwise disposing of, or holding separate and agreeing to sell, license or
otherwise dispose of, any entities, assets, business, property or facilities of Buyer relating to the
Acquired Assets after the Closing or any entity, asset, business, property or facility of Buyer or
any of its Affiliates, (B) terminating, amending or assigning existing relationships, Contracts or
other obligations (other than terminations that would result in a material breach of any Contract
with a Third Party), (C) entering into new relationships, Contracts or other obligations with Third
Parties, (D) agreeing to any limitations on the ability of Buyer, its Subsidiaries or Affiliates to
conduct its businesses or own any equity interests or assets or to acquire, hold or exercise full
rights of ownership of its businesses, (E) agreeing to any prior notice or prior approval
requirements imposed by a Governmental Body on Buyer, its Subsidiaries or Affiliates and (F)
accepting the imposition of any impediment on Buyer, its Subsidiaries or Affiliates under the
Antitrust Laws; provided, that Buyer will not be required to take any of the actions in the foregoing
clause (ii) unless such actions (y) are conditioned on the occurrence of the Closing and (z) would
not reasonably be expected to have a Material Adverse Effect on Buyer, after giving effect to the
Transactions. Solely for purposes of the preceding sentence, the term “Material Adverse Effect”
means, with respect to Buyer, any Effect that, either individually or in the aggregate, has had or
would reasonably be expected to be materially adverse on the business, properties, assets,
liabilities, results of operations, or financial condition of Buyer and its Affiliates, taken as a whole.
(d) In the event any claim, action, suit, investigation or other Proceeding by any
Governmental Body or other Person is commenced that questions the validity or legality of the
transactions contemplated hereby or seeks damages in connection therewith, the Parties agree to
cooperate and use commercially reasonable efforts to defend against such claim, action, suit,
investigation or other Proceeding and, if an injunction or other order is issued in any such action,
suit or other Proceeding, to use commercially reasonable efforts to have such injunction or other
order lifted, and to cooperate reasonably regarding any other impediment to the consummation of
the transactions contemplated hereby.
(e) Except for those matters disclosed on Section 6.02(e) of the Disclosure
Schedule, Buyer shall not, and shall not permit its Affiliates to, enter into any transaction, or any
agreement to effect any transaction (including any investment, merger or acquisition) that would
reasonably be expected to make it materially more difficult, or to materially increase the time
required, to: (i) obtain the expiration and termination of the waiting period under the HSR Act

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applicable to the transactions contemplated by this Agreement; (ii) avoid the entry of, the
commencement of litigation seeking the entry of, or to effect the dissolution of, any injunction,
temporary restraining order or other order that would materially delay or prevent the
consummation of the transactions contemplated by this Agreement; or (iii) obtain all
authorizations, consent orders and approvals of Governmental Bodies necessary for the
consummation of the transactions contemplated by this Agreement.
Section 6.03 Third Party and other Governmental Body Consents and Notices. During
the Pre-Closing Period, the Parties will use commercially reasonable efforts, and will cooperate
with each other, to obtain the Third Party consents and deliver the notices required to consummate
the Transactions that are set forth on Schedule 6.03; provided that (a) except with respect to any
consent required under the Leases, for which Seller shall be fully and ultimately responsible, no
Party will be obligated to pay any consideration to any Third Party from whom consent or approval
is requested (other than de minimis amounts) and (b) no Party shall make any such filing or notice
without the prior written consent of the other Party. In furtherance of the foregoing, Buyer agrees
to use commercially reasonable efforts to provide reasonable assurances as to financial capability,
resources, creditworthiness or other qualifications as may be reasonably requested by any Person
whose consent or approval is sought hereunder.
Section 6.04 Access. During the Pre-Closing Period, Seller will give reasonable access
(which may be limited to virtual access) during normal business hours to all of the books, contracts,
documents, records and senior management of the Business reasonably requested by or on behalf
of Buyer to Buyer’s duly authorized officers and employees (other than with respect to Taxes or
Tax Returns, which shall be governed by Section 7.02(b)), only to the extent such Persons are
bound by an agreement with Buyer with confidentiality and non-use terms applicable to such
information no less restrictive than those set forth in the Confidentiality Agreement; provided,
however, that Seller may limit or restrict such access if in the reasonable judgment of Seller, (a)
any applicable Law or confidentiality obligation requires Seller to limit or restrict such access, (b)
such access would cause competitive harm to Seller or the Business if the Transactions are not
consummated, (c) such access would jeopardize any attorney-client privilege or other legal
privilege or (d) such access would unreasonably disrupt the operations of Seller or the Business.
Section 6.05 Operation of the Business. During the Pre-Closing Period, except as
otherwise permitted or required by this Agreement or in connection with the Transactions or to the
extent Buyer otherwise consents in writing, which consent will not be unreasonably withheld,
delayed or conditioned, Seller will not:
(a) Transfers. Sell, lease (as lessor), transfer or otherwise dispose of any of the
Acquired Assets, other than Acquired Assets used, leased, consumed or replaced in the Ordinary
Course of Business and the sale of materials and supplies in the Ordinary Course of Business;
(b) Modification, Amendment and Termination. Modify, amend or voluntarily
terminate, or fail to use commercially reasonable efforts (excluding any obligation to offer or pay
any consideration therefor) to prevent any other party from voluntarily terminating, any of the
Assigned Contracts or any of the Necessary Permits without Buyer’s prior written consent, other
than (i) in the Ordinary Course of Business and provided such change does not cause any of the
Assigned Contracts or Necessary Permits to have materially more onerous terms or conditions to

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Buyer, (ii) as may be required in connection with transferring Seller’s rights or obligations
thereunder to Buyer in connection with the Transactions contemplated by this Agreement,
provided such change does not cause any of the Assigned Contracts or Necessary Permits to have
materially more onerous terms or conditions to Buyer, (iii) as may be required in connection with
Seller and Buyer obtaining the Required Third Party Consents, provided such change does not
cause any of the Assigned Contracts or Necessary Permits to have materially more onerous terms
or conditions to Buyer, or (iv) following notice to Buyer, as may be required by a Governmental
Body, provided such change does not cause any of the Assigned Contracts or Necessary Permits
to have materially more onerous terms or conditions to Buyer;
(c) Additional Title Encumbrances and Title Imperfections. Grant or create any
lien, easement, encumbrance or title imperfection on any of the Acquired Assets, without the prior
written consent of Buyer, other than (i) in the Ordinary Course of Business to the extent consistent
with Prudent Utility Practices, provided such lien, easement, encumbrance or title imperfection
does not impose materially more onerous terms or conditions on Buyer’s use of the Acquired
Assets, (ii) those liens, easements, encumbrances or title imperfections that, if in existence prior
to the Effective Date, would have been Permitted Encumbrances, (iii) as may be required in
connection with separating the Excluded Assets from the Acquired Assets, provided such lien,
easement, encumbrance or title imperfection does not impose materially more onerous terms or
conditions on Buyer’s use of the Acquired Assets (for the avoidance of doubt, use of any standard
agreement or arrangement of Seller (e.g., a pole attachment agreement or arrangement), on
substantially the same basis available to qualified Third Parties, shall not be deemed to impose
materially more onerous terms or conditions on Buyer’s use of the Acquired Assets), (iv) as may
be required in connection with transferring Seller’s rights or obligations with respect to the
Acquired Assets to Buyer in connection with the Transactions, provided such lien, easement,
encumbrance or title imperfection does not impose materially more onerous terms or conditions
on Buyer’s use of the Acquired Assets, or (v) as may be required in connection with Seller and
Buyer obtaining the Required Third Party Consents, provided such lien, easement, encumbrance
or title imperfection does not impose materially more onerous terms or conditions on Buyer’s use
of the Acquired Assets;
(d) Ordinary Course. Conduct the Business other than in the Ordinary Course
of Business, in accordance with its past practices;
(e) Maintenance of Acquired Assets. Fail to maintain the Acquired Assets in a
state of repair and condition in accordance with past practices;
(f) Compliance With Laws. Fail to materially comply with any requirements
of Law, Prudent Utility Practices and contractual obligations applicable to the Acquired Assets
and the operations of the Business;
(g) Insurance Coverage. Fail to continue in full force and effect insurance
coverage on the Acquired Assets and the Business and in accordance with past practices;
(h) Maintenance of Books and Records. Fail to maintain all books and records
of Seller relating to the Acquired Assets or the Business in the Ordinary Course of Business
consistent with past practices; or

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(i) Tax Liens. Allow or cause a Tax lien to arise with respect to the Acquired
Assets or the Business, except Tax liens that are Permitted Encumbrances.
Section 6.06 Capital Expenditures Prior to Closing. Notwithstanding anything to the
contrary contained herein during the Pre-Closing Period:
(a) Seller may make (and undertake any work contemplated by) Capital
Expenditures described on Schedule 6.06 (collectively, “Pre-Approved Capital Expenditures”) in
accordance with the relevant timelines (if any) set forth on Schedule 6.06.
(b) For all other Capital Expenditures to be made during the Pre-Closing Period
that are not Pre-Approved Capital Expenditures, Seller may make (and undertake any work
contemplated by) commercially reasonable Capital Expenditures in the Ordinary Course of
Business as determined by Seller in its discretion based on Prudent Utility Practices, provided that
(i) Seller shall notify Buyer in writing of any estimated or scheduled Capital Expenditure of
$250,000.00 or more individually, or $1,000,000.00 in the aggregate over a consecutive six-month
period and (ii) Buyer shall, within ten Business Days of its receipt of such notice by Seller, respond
to Seller in writing as to whether such Capital Expenditure is, in whole or in part, approved or
disapproved, in each case as determined in accordance with Prudent Utility Practices (such
approval not to be unreasonably withheld, conditioned, or delayed) (each such response by Buyer
to Seller, a “Capital Expenditure Determination”). In the event of Buyer’s disapproval of any
estimated or scheduled Capital Expenditure by Seller under clause (i) above, the applicable Capital
Expenditure Determination shall include a reasonably detailed statement setting forth Buyer’s
reasons for such disapproval and the portion of such Capital Expenditure of which Buyer
disapproves. To the extent Seller actually makes any Capital Expenditure which Buyer has
previously disapproved in a duly delivered Capital Expenditure Determination, such Capital
Expenditure shall be deemed a “Disapproved Capital Expenditure;” provided, that, only amounts
actually incurred by Seller in connection therewith shall be counted as a Disapproved Capital
Expenditure.
Section 6.07 No Solicitation of Other Bids; Non-Disparagement.
(a) Until the earlier of termination of this Agreement or the Closing, Seller will
not, directly or indirectly, through any officer, director, agent, or otherwise, solicit or initiate,
directly or indirectly, or encourage submission of inquiries, proposals, or offers from any potential
buyer directly and specifically relating to the disposition of the Acquired Assets or the Business.
The foregoing will not prohibit or be deemed to prohibit any action by or of Seller or any of its
Affiliates in connection with any potential transaction that principally concerns any businesses,
assets or securities of Seller or any of its Affiliates of which the Business or the Acquired Assets
are a part.
(b) Buyer will not, and will cause its Affiliates and their respective officers,
directors, employees and agents not to, make or publish any statement, whether oral or written,
that disparages or is reasonably likely to disparage Seller or any of its Affiliates or their respective
officers, directors, employees, agents, or any electric utility or other similar utility service provider.
Nothing in this Section 6.07(b) prohibits truthful statements required by law, regulation, subpoena,
or court order, or good‑faith statements made in connection with enforcing this Agreement.

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Section 6.08 Casualty Loss.
(a) Casualty Estimate. If, at any time after the Effective Date and prior to
Closing, any of the Acquired Assets suffers a total or partial Casualty (an “Event of Loss”), Seller
will promptly inform Buyer of the Event of Loss. As soon as practicable following any such
Casualty, Seller will provide to Buyer a detailed written estimate (the “Casualty Estimate”) setting
forth the estimated amount required to repair or replace the damaged Acquired Asset(s) and the
estimated time period for completion of such repair or replacement.
(b) Seller’s Election. Concurrently with the delivery of a Casualty Estimate
indicating that an Event of Loss has occurred, Seller will notify Buyer in writing whether Seller
elects to repair or replace the damaged Acquired Asset(s). If Seller elects to repair or replace the
damaged Acquired Asset(s), Seller shall promptly commence and diligently proceed to complete
the repair or replacement of the damaged Acquired Asset(s) in a good and workmanlike manner
at Seller’s sole cost, provided that Buyer shall reimburse Seller for the full cost of any Casualty
Repair Expense pursuant to the Fixed System Asset Adjustment or Construction Work in Progress
Adjustment, as applicable in Section 2.05, net of any insurance proceeds payable as a result of
such Event of Loss. If Seller elects to repair or replace the damaged Acquired Asset(s), such
damaged Acquired Asset(s) shall be restored in a manner substantially consistent with the
condition of the Acquired Asset immediately prior to the occurrence of the Event of Loss. Seller
shall be entitled to all insurance proceeds payable as a result of such Event of Loss. If Seller elects
not to repair or replace the damaged Acquired Asset(s), then if the Casualty Estimate for such
Event of Loss in combination with the aggregate amount of Casualty Estimates for prior Events of
Loss that Seller has elected to not repair or replace exceeds two percent (2.0%) of the Base
Purchase Price, the Base Purchase Price shall be reduced by an amount to limit the increase in the
Estimated Purchase Price and final Purchase Price due to Events of Loss to two percent (2.0%) of
the Base Purchase Price, in which case Seller will have no obligation to repair or replace the
damaged Purchased Asset as a result of such Events of Loss; provided that if the Casualty Estimate
for an Event of Loss in combination with the aggregate amount of Casualty Estimates for prior
Events of Loss, whether or not Seller has elected to repair or replace, exceeds five percent (5.0%)
of the Base Purchase Price (the “Casualty Loss Threshold”), in such case, Buyer and Seller shall
each have the right to terminate the Agreement pursuant to Section 10.02(h).
Section 6.09 Disclosure Schedule Updates.
(a) On a periodic basis during the Pre-Closing Period, Seller may supplement
or amend its Sections of the Disclosure Schedule and deliver such supplemented or amended
Sections to Buyer, including with respect to any Effect.
(b) If any Effect to which such supplement or amendment relates results in
Buyer having a right to terminate this Agreement under Article 10 and the Closing occurs, or the
fact, occurrence, event, effect, change, circumstance or development to which such supplement or
amendment relates does not result in Buyer having a right to terminate this Agreement under
Article 10, then such supplement or amendment will be deemed to have amended the Disclosure
Schedule, to have modified the representations and warranties contained in Article 4, and to have
cured any misrepresentation, inaccuracy or breach of warranty that otherwise might have existed
hereunder because of the Effect (and Seller will not have any liability to Buyer with respect to

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such amended or supplemented Disclosure Schedule on the basis of any misrepresentation,
inaccuracy or breach of warranty that otherwise might have existed hereunder because of the
Effect).
(c) Between the Effective Date and May 31, 2026, and solely to the extent the
Closing has not occurred within such period, Seller will use its commercially reasonable efforts to
provide Buyer with the unaudited financial information for the fiscal 2025 period using the same
form as set forth on Section 4.18 of the Disclosure Schedule and prepared consistently with past
practices; provided, that, if such unaudited financial information is not available for distribution
on or before May 31, 2026, Seller will use its commercially reasonable efforts to deliver such
financial information as soon as reasonably practicable thereafter.
Section 6.10 Title Commitment; Property Inspection.
(a) The Title Company has delivered to Buyer and Seller a current commitment
for standard coverage title insurance (which shall be updated as needed to reflect the amount of
the Purchase Price allocated under Section 2.05(b) for each parcel of Tier One Real Property) and
legible copies of all documents referred to therein as exceptions to coverage, committing to insure,
upon satisfaction of all requirements provided therein, the fee, leasehold or easement estate in the
Tier One Real Property to be conveyed by Seller to Buyer at Closing (collectively, the
“Commitment”). At Closing and in connection with the Commitment, the Title Company shall
issue Title Policies to Buyer in the form selected by Buyer; the premiums allocated to the standard
form of such Title Policies shall be paid by Seller, with the premiums allocated to any extended
form or endorsement coverage paid by Buyer. On or before Closing, Seller shall use commercially
reasonable efforts to satisfy or remove those requirements contained in the Commitment to the
extent related to Seller, including, without limitation, those relating to good standing, subsistence
or authority of Seller. Within 30 days after (i) Buyer’s receipt of each Commitment or (ii) the
Effective Date, whichever is later, Buyer shall give specific written notice (the “Title Review
Letter”) to Seller and the Title Company of any matters affecting title to the Tier One Real Property
and disclosed in the Commitment which are disapproved by Buyer. The failure of Buyer to deliver
a Title Review Letter within the aforesaid period shall constitute Buyer’s approval of the condition
of title of the Tier One Real Property as shown in the Commitment, subject to the exceptions shown
thereon, excepting any (1) unpaid mortgages, judgments and monetary liens, recorded against the
Tier One Real Property, (2) any mechanic’s or materialmen’s liens against the Tier One Real
Property (unless and to the extent of work done by or on behalf of Buyer), and (3) any taxes, sewer
and water charges, and assessments then due and payable or tax liens against the Tier One Real
Property (each, a “Liquidated Lien”; collectively, the “Liquidated Liens”), which Liquidated Liens
Seller shall satisfy at or prior to Closing. Buyer shall not be required to affirmatively object to
Liquidated Liens. If Buyer disapproves of any matter shown in the Commitment (“Title
Objections”) by delivering a timely Title Review Letter to Seller, then, within 15 Business Days
of receipt of Buyer’s Title Review Letter (the “Title Response Date”), Seller shall notify Buyer, in
writing, of any Title Objections which it either refuses to cure or is unable to cure in a manner
acceptable to Buyer. In the event Seller notifies Buyer on or before the Title Response Date of its
election not to satisfy or correct any or all of the Title Objections of which it is notified (or is
deemed to have elected not to satisfy or correct any or all of the Title Objections of which it is
notified) other than Liquidated Liens, Buyer shall, by notice to Seller on or before five Business
Days after the Title Response Date, elect one of the following: (a) waive such Title Objection(s)

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for all purposes under this Agreement, including the satisfaction or waiver of any applicable
conditions to the Closing set forth in Section 9.02 and with respect to claims for any Losses that
may otherwise be made pursuant to Section 8.01 or otherwise pursuant to this Agreement; or (b)
if the uncured title matter results in the failure to be satisfied of the condition to the Closing set
forth in Section 9.02(c), Buyer may terminate this Agreement in accordance with Section 10.02(g),
subject to Seller’s notice and cure rights provided for herein. At any time following Buyer’s
submission of the Title Review Letter, Buyer shall be entitled to obtain updated versions of the
Commitment (“Updated Title Documents”). To the extent that the Commitment shows new items
that were not previously disclosed in the Commitment issued to Buyer (“New Title Objections”),
then Buyer shall have the right to issue a new Title Review Letter raising the New Title Objections
within ten Business Days of Buyer’s receipt of the Updated Title Documents and Buyer shall have
the same rights with respect thereto as described above. The failure of Buyer to deliver any written
notice of disapproval of any New Title Objections within the aforesaid ten Business Days of
Buyer’s receipt of the Updated Title Documents shall be deemed to constitute Buyer’s approval of
the New Title Objections excluding any Liquidated Liens which shall be paid or satisfied by Seller
at Closing.
(b) Between the Effective Date and Closing, Seller agrees that Buyer, its
representatives and consultants shall have a continuing license to enter upon the Real Property to
inspect and perform engineering, environmental and any other feasibility studies as Buyer
determines in its sole discretion. Prior to entering on the Real Property, Buyer shall furnish to
Seller a certificate of insurance naming Seller as an additional insured for liability purposes in the
amount $1,000,000.00. Buyer shall provide Seller reasonable advance notice of the date and time
of Buyer’s planned inspections upon the Real Property and Seller shall have the right to be present
at any of Buyer’s inspections upon the Real Property and to require changes to the timing of
planned inspections if such proposed dates and times would be unreasonably disruptive to
operations of Seller, as determined by Seller in good faith. If Buyer disturbs the Real Property,
Buyer shall return the Real Property to substantially the same condition prior to the disturbance.
Buyer shall indemnify Seller for any and all claims of bodily injury or damage to property
(including the Real Property itself) arising out of Buyer’s inspections of the Real Property. Buyer
shall also indemnify Seller for liens which are filed against the Real Property by persons or entities
employed or contracted by Buyer to perform inspections or undertake any work whatsoever on or
behalf of Buyer on the Real Property.
ARTICLE 7
ADDITIONAL COVENANTS
Section 7.01 General. In case at any time after the Closing any further action is
reasonably necessary to carry out the purposes of this Agreement, each Party will take such further
action (including the execution and delivery of such further instruments and documents) as the
other Party may reasonably request, all at the sole cost and expense of the requesting Party.
Section 7.02 Tax Matters.
(a) At or after the Closing, all property Taxes and excise Taxes imposed in lieu
of property Taxes pertaining to the Acquired Assets will be prorated on the basis of the number of

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days of the relevant Tax year or period which have elapsed prior to the Closing Date, determined
without reference to any change of ownership occasioned by the consummation of the
Transactions. Seller will be responsible for that portion of such amounts relating to the period prior
to the Closing Date, and Buyer will be responsible for that portion of such amounts relating to the
period on or after the Closing Date.
(b) Seller and Buyer will cooperate as and to the extent reasonably requested
by the other in connection with the preparation and filing of Tax Returns and any Proceeding with
respect to Taxes relating to the Acquired Assets or the Business. Such cooperation will include the
provision of records and information reasonably relevant to any Tax Return or Tax Proceeding
and making employees available on a mutually convenient basis to provide additional information
and explanation of any material provided hereunder; provided, however, that, notwithstanding
anything to the contrary contained in this Agreement, in no case will Seller be obligated to provide
any Tax Return (or any portion thereof) or any other books, records and work papers related thereto
of any “affiliated group” of corporations within the meaning of Section 1504 of the Code (or any
similar affiliated, combined, consolidated, or unitary group or arrangement for group relief for
state, local, or foreign Tax purposes) that includes Seller or any of its Affiliates to Buyer.
(c) Within 120 days following the Closing, Buyer will prepare and deliver to
Seller a schedule allocating the Purchase Price plus other relevant items (including the Assumed
Liabilities) (the “Tax Consideration”) among the Acquired Assets for all Tax purposes, with such
allocation to be in accordance with Section 1060 of the Code (the “Allocation Schedule”). Buyer
and Seller agree to use commercially reasonable efforts to resolve in good faith any differences
with respect to the Allocation Schedule. If Buyer and Seller are unable to resolve any such
differences within 30 days following Buyer’s delivery of the Allocation Schedule to Seller, then
Buyer and Seller may, for any Tax purpose, take inconsistent positions with respect to the
allocation of the Tax Consideration among the Acquired Assets (including any undisputed element
thereof), including for purposes of any applicable Tax Returns. If Seller does not object to the
Allocation Schedule prepared by Buyer, or Buyer and Seller are able to resolve any differences
within the 30-day period described above, the Parties agree to (i) prepare and file, or cause to be
prepared and filed, each of their respective Tax Returns on a basis consistent with the Allocation
Schedule (or the Allocation Schedule as agreed to by Buyer and Seller), and (ii) unless otherwise
required by Law, take no position inconsistent with the Allocation Schedule (or the Allocation
Schedule as agreed to by Buyer and Seller) on any applicable Tax Return (including IRS Form
8594), in any Proceeding before any Governmental Body, or in any report made for Tax, financial
accounting, or any other purpose.
(d) Any and all transfer, documentary, value added, sales, use, stamp,
registration or other similar Taxes, and any conveyance fees, recording charges and other similar
fees and charges (including any penalties and interest) arising from the Transactions (collectively,
the “Transfer Taxes”) shall be borne by Buyer and shall be remitted by Buyer when due; provided,
however, that solely with respect to any real estate Transfer Taxes, each of Buyer and Seller shall
be responsible for fifty-percent (50%) of any such real estate Transfer Taxes. The party required
by applicable Law shall timely file any Tax Return or other document with respect to such Transfer
Taxes (and the other party shall cooperate with respect thereto as necessary).

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(e) If, pursuant to Section 3.02(b)(i), Seller delivers an IRS Form W-9 at or
prior to the Closing, all amounts payable or otherwise deliverable pursuant to this Agreement or
any other Transaction Agreement to Seller shall be paid in full, without any deduction or
withholding.
Section 7.03 Confidentiality.
(a) The Parties agree that the terms of the Confidentiality Agreement will
continue in full force and effect and will be applicable to all Confidential Information (as defined
in the Confidentiality Agreement) exchanged in connection with this Agreement or any of the
other Transaction Agreements or any of the Transactions unless and until the Closing has occurred.
For purposes of this Agreement, references to the “Review” in the Confidentiality Agreement shall
be deemed to refer to the “Discussion” as defined in the Confidentiality Agreement, and the
“Discussion” as defined in the Confidentiality Agreement shall include the Transactions.
(b) Prior to the Closing and following the Closing, except as may be required
by Law or any Order, Buyer will keep confidential, use solely in connection with the Transactions
contemplated by this Agreement, and not disclose to any Person all Confidential Information of
Seller concerning the Business and the Acquired Assets that was Known by, acquired by, or
disclosed to Buyer prior to the Closing, by using the same degree of care that was used to protect
the same information before the date of this Agreement, except that the foregoing obligation will
not apply to any information which (i) was, is now, or becomes generally available to the public
or the industry (other than by a breach of this Section 7.03), (ii) was disclosed to Buyer by a Third
Party not Known by Buyer to be subject to any duty of confidentiality with respect to such
information, (iii) was or is now used by Buyer in connection with Buyer’s other businesses, or (iv)
is independently developed following the Closing by or for Buyer or its employees without the use
of or reference to any Confidential Information.
Section 7.04 Records and Access. Each Party will retain for a reasonable period after the
Closing Date (and in any event for at least five years) the books, records (including, subject to
Section 7.02(b), Tax records), Contracts and documents of or pertaining to the Business, and,
subject to reasonable confidentiality obligations, will provide the other Party and its
representatives (including legal counsel and accountants) reasonable access thereto, during normal
business hours and on prior notice, for reasonable business purposes.
Section 7.05 Certain Payments or Instruments Received from Third Parties. To the extent
that, after the Closing, (a) Buyer receives any payment or instrument that is for the account of
Seller according to the terms of this Agreement, Buyer will promptly deliver such amount or
instrument to Seller, and (b) Seller receives any payment that is for the account of Buyer according
to the terms of this Agreement, Seller will promptly deliver such amount or instrument to Buyer,
as applicable. All amounts due and payable under this Section 7.05 will be due and payable by the
applicable Party in immediately available funds, by wire transfer to the account designated in
writing by the receiving Party. Notwithstanding the foregoing, each Party hereby undertakes to
use commercially reasonable efforts to direct or forward all bills, invoices or like instruments to
the appropriate Party.
Section 7.06 Independent Investigation; Forward-Looking Statements.

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(a) Buyer acknowledges and covenants and agrees that: (i) it and its
representatives and Affiliates have undertaken their own independent investigation, examination,
and analysis of the Acquired Assets, the Assumed Liabilities and the Business; (ii) it has
undertaken its own estimate of the value of the Business, the Acquired Assets and the Assumed
Liabilities; (iii) it has had the opportunity to meet, virtually or otherwise, with Seller and its
representatives to discuss the Business, the Acquired Assets and the Assumed Liabilities, including
the customers, suppliers, employees and other personnel, condition (financial and otherwise), cash
flow and operations of Seller with respect to the Business and prospects of the Business; and (iv)
it has undertaken such due diligence as Buyer deems adequate, including that described above.
Buyer acknowledges and agrees that any documents that are or were available for its review in
connection with its investigation will be deemed to have been made available to, and received by,
Buyer for all purposes if such documents were posted and made available to Buyer in the Data
Room on or before the Effective Date.
(b) In connection with its investigation described in Section 7.06(a), Buyer
acknowledges and agrees that Buyer and its representatives and Affiliates have received from or
on behalf Seller and its Affiliates certain estimates, budgets, forecasts, plans, capital improvement
plans and financial projections (“Forward-Looking Statements”), and Buyer acknowledges that (i)
there are uncertainties inherent in making Forward-Looking Statements and (ii) it is not relying
upon, and is taking full responsibility for making its own evaluation of the adequacy and accuracy
of, all Forward-Looking Statements so furnished to it and its representatives (including the
reasonableness of the assumptions underlying any Forward-Looking Statements where such
assumptions are explicitly disclosed). Neither Seller nor any other Person is making any
representation or warranty with respect to, or will have or be subject to any liability to Buyer, or
any other Person resulting from, the distribution to Buyer, or its use of or reliance on, any Forward-
Looking Statements.
Section 7.07 Non-Recourse. This Agreement may only be enforced against, and any
claim or cause of action based upon, arising out of or related to this Agreement may only be
brought against the Persons that are expressly named as parties to this Agreement. Except to the
extent named as a party to this Agreement, and then only to the extent of the specific obligations
of such parties set forth in this Agreement, no past, present or future equityholder, shareholder,
member, partner, manager, director, officer, employee, Affiliate, contractor, consultant, agent or
representative of any Party will have any liability (whether in contract, tort, equity or otherwise)
for any of the representations, warranties, covenants, agreements or other obligations or liabilities
of any of the Parties or for any claim based upon, arising out of or related to this Agreement.
Without limiting the foregoing, no claim will be brought or maintained by Buyer or any other
Buyer Indemnified Party or any of their respective successors or permitted assigns against any
past, present or future equityholder, shareholder, stockholder, member, partner, manager, director,
officer, employee, Affiliate, contractor, consultant, agent or representative of Seller that is not
otherwise expressly identified as party to this Agreement, and no recourse will be brought or
granted against any of them, by virtue of or based upon any alleged misrepresentation or
inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or
agreements of any Party set forth or contained in this Agreement or any exhibit or schedule hereto
or any certificate delivered hereunder.

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Section 7.08 Publicity. Except as otherwise required by Law (including any applicable
securities exchange rules), neither Party will, and will not permit any of its Affiliates,
representatives or advisors to, issue or cause the publication of any press release or make any other
public announcement, including any state or federal regulatory filing or any tombstone
advertisements, with respect to the Transactions without the prior written consent of the other Party
(which shall not be unreasonably withheld). Nothing herein shall operate to prevent a Party from
supplying such information or making statements in order for a Party to satisfy its legal obligations
(prompt prior notice of which shall in any such case be given to the other Party)
Section 7.09 Bulk Sales. The Parties hereby waive compliance with the provisions of any
bulk sales (including any tax clearance, bulk sale or successorship notice, or similar requirement),
bulk transfer, or similar Laws of any jurisdiction that may otherwise be applicable with respect to
the sale of any or all of the Acquired Assets to Buyer. Buyer will be responsible for all Losses
arising out of the Parties’ waiver of such compliance.
Section 7.10 Transition Matters.
(a) During the Pre-Closing Period, in furtherance of the Transactions, the
Parties shall, and shall cause their Affiliates to, cooperate in good faith and use commercially
reasonable efforts to develop and begin implementing a mutually acceptable transition plan for the
migration and integration of the Business into the business of Buyer after giving effect to the
consummation of the Transactions and pursuant to the Transition Services Agreement, subject to
compliance with applicable Law (the “Transition Plan”). The Transition Plan shall address the
matters mutually agreed to by the Parties. Such cooperation shall include each Party using
commercially reasonable efforts to take the following actions:
(i) promptly after the date of this Agreement, appointing a transition
manager whose primary responsibility would be to plan and execute such transition and manage
such Party’s transition team;
(ii) promptly after the date of this Agreement, reviewing the technology,
business operations and administration capabilities to be so transitioned or migrated, taking into
account any issues of separation arising from the Transition Plan;
(iii) establishing transition teams;
(iv) setting regular meetings of such transition teams during the Pre-
Closing Period; and
(v) making available appropriate knowledgeable business, operations,
administration and technology personnel and any other personnel reasonably needed for such
transition and migration planning; provided that all such activities shall be in compliance with
applicable Law.
(b) During the Pre-Closing Period, upon the written request of any Party, each
Party shall (i) through their respective transition teams, cooperate in good faith with the other Party
and use commercially reasonable efforts to review the schedules to the Transition Services
Agreement and (ii) negotiate in good faith any amendment, update or supplement to the schedules

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to the Transition Services Agreement that is proposed in writing by the other Party.
Notwithstanding the foregoing, no Party’s obligation to effect the Closing shall be subject to any
such amendment, supplement or update being agreed to or entered into prior to or at the Closing.
(c) Buyer shall cooperate in good faith with Seller and use commercially
reasonable efforts to take, or cause to be taken, all actions, and do, or cause to be done, and assist
and cooperate with Seller in doing, all things necessary to facilitate the provision of services under
the Transition Services Agreement. The Transition Services Agreement shall not be in effect for a
period greater than thirty-six months immediately following the Closing. The fees for services
provided under the Transition Services Agreement shall reflect the actual costs of Seller, including
overheads and benefits loading, consistent with Seller’s past practice, with respect to services
provided under the Transition Services Agreement without markup or profit margin.
(d) During the Pre-Closing Period, Seller may, but shall not be required to,
remove or redact from the Acquired Assets any confidential or proprietary data or information
(including, but not limited to, equipment configurations) not required to be delivered to Buyer
pursuant to Section 7.14; provided that if the removal of any data or information from any
equipment or system would materially impair the intended functionality of such equipment or
system as manufactured, Seller shall promptly notify Buyer prior to removal and cooperate with
Buyer in a commercially reasonable manner to: (i) identify impacted functionality, (ii) provide
reasonable information about required specifications relevant to maintaining such intended
functionality (without disclosing Seller’s confidential or proprietary data or information), and (iii)
maintain or restore such functionality as fully as reasonably possible.
Section 7.11 Transaction Impact Mitigation.
(a) The Parties shall use commercially reasonable efforts to seek to minimize
negative impacts of the Transactions on affected System customers, including customer rate
impacts and the continuation, termination or modification of customer demand-side management,
energy efficiency, facilities charges, net metering, bill discount, low income weatherization,
community solar and other comparable programs, in each case to the extent within such Party’s
respective control and subject to applicable Law, including the terms and conditions of any
regulatory approvals, orders, authorizations, consents or other rulings of any Governmental Body
(including any state public utility commission) issued in connection with or otherwise pertaining
to the Transactions (collectively, the “Applicable Regulatory Orders”).
(b) Following the Closing, and to the extent required or permitted by, and
subject to, the Applicable Regulatory Orders, affected System customers shall convert to Buyer’s
rate methodology, including the cost allocation, rate design, and related ratemaking frameworks
set forth or contemplated therein.
(c) Except to the extent otherwise provided in any of the other Transaction
Agreements, to the extent any new metering, metering upgrades, or metering reconfiguration is
necessary to separate, for billing purposes, Idaho and Oregon customers as a result of the
Transactions or the implementation of the Applicable Regulatory Orders, the Party that bills and
collects the revenue resulting from the metered data (the “Billing Party”) shall be responsible for
all reasonable and documented costs of procuring, installing and commissioning such metering

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and any related systems and equipment required to enable such billing. The non‑Billing Party shall
reasonably cooperate with the Billing Party, at the Billing Party’s expense, in effectuating such
metering separation in accordance with the applicable Transaction Agreements.
(d) Nothing in this Section 7.11 shall require either Party to (i) take or omit to
take any action that would violate applicable Law or the Applicable Regulatory Orders,
(ii) concede any material position in any regulatory Proceeding except as required by the
Applicable Regulatory Orders, or (iii) commit to any specific rate, program design or ratemaking
outcome not required by the Applicable Regulatory Orders. For the avoidance of doubt, the
obligations in this Section 7.11 are intended to be interpreted and applied in a manner consistent
with, and subject to, the Applicable Regulatory Orders, and nothing contained herein creates any
third-party beneficiary rights.
(e) The Parties acknowledge and agree that the construction of that certain 500-
kilovolt transmission line by Seller and certain third parties from Boardman, Oregon to
Hemingway Substation located in Owyhee County, Idaho (the “B2H Project”) is intended and
necessary to serve customers in Oregon and anticipated to benefit the Business and the System.
(f) The Parties agree that if the balances of either or both of accounts 254402
and 254404 identified in Schedule 1.01(e) are greater than zero, Buyer shall credit all amounts in
such accounts to the applicable customers on a pro rata basis and the amounts contained in such
accounts shall not be retained by Buyer.
(g) Buyer hereby agrees that if Seller is not reasonably able to obtain consent
to assign its existing interconnection agreements with the owners of the projects identified in
Schedule 7.11(g) (the “PURPA Projects”) to Buyer, Buyer shall negotiate in good faith with the
owners of the PURPA Projects and use its commercially reasonable efforts to enter into new
interconnection agreements (the “New GIAs”) with each of the PURPA Projects no later than the
Closing Date, each on substantially similar terms as the existing interconnection agreement that
each such PURPA Project has with Seller, and Buyer shall maintain its interconnection with each
PURPA Project in accordance with its corresponding New GIA for so long as Seller has a power
purchase agreement in effect with such PURPA Project. Seller shall promptly notify Buyer in
writing of the termination of any power purchase agreement with any PURPA Project.
(h) From and after the Closing, Seller shall, and shall cause its Affiliates to,
promptly pay or deliver to Buyer (or its designated Affiliate) any monies, payments or checks that
have been received by Seller or any of its Affiliates after the Closing from customers, suppliers or
other business relations of the System to the extent that they are related to the System and are in
respect of an Acquired Asset or Assumed Liability hereunder. Buyer shall, and shall cause its
Affiliates to, promptly pay or deliver to Seller (or its designated Affiliate) any monies, payments
or checks that have been received by Buyer or any of its Affiliates after the Closing (i) from
customers, suppliers, or other business relations of Seller to the extent that they are not related to
the System or (ii) from customers, members, suppliers, or other business relations of Seller or
Buyer to the extent that they are in respect of an Excluded Asset or Excluded Liability hereunder.
The Parties agree to treat the ultimate recipient of any such monies, payments or checks as having
received the payment ab initio for all applicable tax purposes.

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Section 7.12 Prorations.
(a) With respect to each Owned Real Property, all normal and customarily
proratable items, including operating expenses, utilities, and assessments and other operating
expenses and fees, with respect to each Owned Real Property shall be prorated as of the
Measurement Time, with Seller being charged or credited, as appropriate, for all of the same
attributable to the period up to the Measurement Time (and credited for any amounts paid in
connection with the Business and attributable to the period on or after the Measurement Time, if
assumed by Buyer) and Buyer being responsible for, and credited or charged, as the case may be,
for all of the same attributable to the period on and after the Measurement Time. For clarity, the
proration of personal property Taxes and real estate Taxes is addressed in Section 7.02(a).
(b) With respect to each Owned Real Property, the final readings and final
billings for utilities will be made by Seller as of the business day immediately preceding the
Closing Date, in which case Seller shall pay all such bills with respect to its Owned Real Property
as of such date. Otherwise, a proration shall be made based upon the Parties’ good faith and
reasonable estimate.
Section 7.13 Environmental Investigations and Reporting. Unless expressly required by
any Environmental Law or any Environmental License (in which case, Buyer shall notify Seller in
advance of any report or notification to any Governmental Body so as to permit Seller to have a
reasonable opportunity to examine and provide commentary on related records and evidence), or
with the prior written permission of Seller, Buyer shall not conduct any environmental
investigations on the Real Property or report or notify any applicable Governmental Body of the
discovery of any releases of Hazardous Substances at, on or under the Real Property prior to the
Closing Date and for two years following the Closing Date, whether discovered prior to or after
the Closing Date. This Section 7.13 shall survive the Closing Date for four years after Closing.
Section 7.14 Delivery of Business Records and Related Materials. Seller shall, to the
extent in Seller’s or its Affiliate’s possession, custody or control and subject to applicable Law
and contractual confidentiality obligations (with permissible redactions of competitively sensitive,
personal identifying or privileged information, which redactions shall be narrowly tailored and not
materially diminish the usefulness of the information), deliver, or cause to be delivered, to Buyer
copies of the following items, in each case solely to the extent such items primarily relate to the
Business and in a format reasonably accessible by Buyer: (a) customer lists, data from operating
systems and information databases (including customer load data), books and records, meter
reading and service data, and operating and maintenance records; (b) environmental reports
relating to the Real Property; and (c) warranty information and engineering design plans, GIS
mapping data, blueprints and as-built plans and specifications and procedures. Such deliveries
shall be made on the Closing Date, and may be provided in electronic form (including native data
files) or hard copy; provided that Seller shall not be required to create or generate new information,
analyses or reports that do not already exist in the ordinary course. For clarity, Seller’s obligations
under this Section 7.14 do not extend to records that (i) do not primarily relate to the Business, (ii)
relate primarily to Excluded Assets (including any supporting work papers relating to Taxes
constituting Excluded Assets), or (iii) constitute information that is attorney-client privileged or
attorney work product (and no privilege shall be waived by any such delivery). The Parties shall

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cooperate in good faith to obtain any required third-party consents for the transfer of the foregoing
items, as applicable.
Section 7.15 Transitional Use of Seller Intellectual Property.
(a) Seller hereby grants Buyer a limited, non-exclusive, non-transferable,
royalty-free license to use Seller’s trademarks, trade names, logos, brand identifiers, copyrights,
and other intellectual property (collectively, the “Seller Intellectual Property”) for a period of three
months following the Closing (the “Transition Period”) solely as necessary to operate the Business
in the ordinary course and to facilitate the removal of the Seller Intellectual Property from the
Business and the Acquired Assets. Buyer shall not alter the appearance of the Seller Intellectual
Property or deviate from the manner in which the Seller Intellectual Property was used
immediately prior to the Closing. All goodwill arising from Buyer’s use of the Seller Intellectual
Property during the Transition Period inures to Seller.
(b) Buyer shall, during the Transition Period, use commercially reasonable efforts
to rebrand, remove, or replace the Seller Intellectual Property from the Business’s products,
services, materials, websites, packaging, domain names, and other customer-facing assets, and
shall cease all use of the Seller Intellectual Property no later than the end of the Transition Period.
Buyer shall not: (i) use the Seller Intellectual Property in a manner that suggests ongoing affiliation
with Seller during or after the Transition Period; (ii) register, apply to register, or maintain any
domain name, social media handle, or corporate name incorporating the Seller Intellectual
Property; or (iii) challenge or assist any Third Party in challenging Seller’s rights in the Seller
Intellectual Property. Upon expiration of the Transition Period, Buyer shall promptly discontinue
all use of the Seller Intellectual Property and, at Seller’s request, certify in writing its compliance
with this paragraph.
(c) Nothing in this provision conveys to Buyer any ownership or other rights in
or to the Seller Intellectual Property beyond the limited license expressly set forth herein, and
Seller reserves all rights not expressly granted. Seller may terminate the foregoing license upon
written notice to Buyer in the event of Buyer’s material breach of this provision that remains
uncured for ten days after written notice thereof.
ARTICLE 8
INDEMNIFICATION
Section 8.01 Indemnification of Buyer. Subject to the limitations set forth in this Article
8, Seller will indemnify Buyer, its Affiliates and their respective officers, directors, employees,
and equityholders (collectively, the “Buyer Indemnified Parties”) from and against any Losses
proximately caused by the following:
(a) any breach of any representation or warranty made by Seller in this
Agreement (other than any Seller Fundamental Representation or Tax Representation);
(b) any breach of any Seller Fundamental Representation;
(c) any breach of any Tax Representation;

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(d) any breach by Seller of any covenant, obligation or agreement made by
Seller in this Agreement; or
(e) any Excluded Asset or Excluded Liability.
Section 8.02 Indemnification of Seller. Subject to the limitations set forth in this Article
8, Buyer will indemnify Seller, its Affiliates and their respective officers, directors, employees,
and equityholders (collectively, the “Seller Indemnified Parties”) from and against any Losses
proximately caused by the following:
(a) any breach of any representation or warranty made by Buyer in this
Agreement (other than any Buyer Fundamental Representation);
(b) any breach of any Buyer Fundamental Representation;
(c) any breach by Buyer of any covenant, obligation or agreement made by
Buyer in this Agreement; or
(d) any Acquired Asset or Assumed Liability.
Section 8.03 Claim Procedure. In the event that any Indemnified Party desires to seek
indemnification under this Article 8, including, for the avoidance of doubt, pursuant to Section
8.04, the Indemnified Party will give reasonably prompt written notice to the Indemnifying Party,
specifying the facts constituting the basis for such claim and the amount, to the extent known, or
a good faith estimate of the amount of Losses asserted with respect to such claim and the method
of computation of such Losses (each such notice, a “Claim Notice”); provided, however, that the
failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the
Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party
is materially prejudiced by such failure. If the Indemnifying Party disputes such claim for
indemnification, it will notify the Indemnified Party within 45 days after its receipt of the
applicable Claim Notice, whereupon the Indemnified Party and the Indemnifying Party will meet
and attempt in good faith to resolve their differences with respect to such claim for indemnification.
If the dispute has not been resolved within 45 days after the Indemnifying Party notifies the
Indemnified Party of its dispute under this Section 8.03, then the Indemnified Party may initiate
litigation in accordance with Section 11.08. The Indemnified Party will have the burden of proof
in establishing its right to indemnification and the amount of Losses suffered by such Person. Any
amounts payable under this Article 8 will be treated by the Parties as an adjustment to the Purchase
Price.
Section 8.04 Third Party Claims.
(a) Without limiting Section 8.03, in the event that any Indemnified Party
desires to make a claim against any Indemnifying Party in connection with any Proceeding of a
Third Party at any time instituted against or made upon such Indemnified Party for which such
Indemnified Party may seek indemnification under this Agreement (each, a “Third Party Claim”),
such Indemnified Party will promptly notify the Indemnifying Party of such Third Party Claim,
including by delivering a Claim Notice to the Indemnifying Party with respect thereto; provided,
however, that the failure of the Indemnified Party to promptly notify the Indemnifying Party

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pursuant to this Section 8.04 and Section 8.03 will not relieve the Indemnifying Party of its
obligations hereunder, except to the extent that the Indemnifying Party is materially prejudiced by
such failure.
(b) The Indemnifying Party will have the right to assume the defense and
control of any Third Party Claim with counsel of its choice by providing written notice to the
Indemnified Party within 45 days after the Indemnifying Party has received notice of such Third
Party Claim; provided that the Indemnifying Party will not have the right to assume or continue
control of the defense of any Third Party Claim to the extent: (i) the Third Party Claim relates to
or arises in connection with any criminal proceeding against the Indemnified Party; or (ii) the Third
Party Claim only seeks an injunction or other equitable relief against the Indemnified Party;
provided, further, that, notwithstanding clauses (i) and (ii) above, in no case will any Indemnified
Party be allowed to control any Proceedings with respect to a Third Party Claim involving Taxes
that constitute a Excluded Liability.
(c) If the Indemnifying Party assumes the defense of a Third Party Claim
pursuant to Section 8.04(b), the Indemnifying Party may not consent to the entry of any judgment
or enter into any settlement without the prior written consent of the Indemnified Party, which
consent will not be unreasonably withheld, delayed or conditioned, except that no such consent
will be required if (i) the sole relief provided is monetary damages (including any expenses and
fees), (ii) the settlement does not entail any admission of liability on the part of the Indemnified
Party, and (iii) the settlement includes an unconditional release of the Indemnified Party from all
liability with respect to such Third Party Claim.
(d) If the Indemnifying Party assumes the defense of a Third Party Claim
pursuant to Section 8.04(b), then the Indemnified Party will be entitled to participate in the defense
of such claim at its own expense.
(e) If the Indemnifying Party does not assume the defense of a Third Party
Claim after receipt of notice of such Third Party Claim from the Indemnified Party pursuant to
Section 8.04(b), then the Indemnified Party may defend against such claim in such manner as it
deems reasonably appropriate and is consistent with the provisions hereof. The Indemnified Party
may not settle such claim without the written consent of the Indemnifying Party, which consent
will not be unreasonably withheld, delayed or conditioned.
(f) The Indemnified Party will cooperate in good faith and in all respects with
the Indemnifying Party and its representatives (including its counsel) in the investigation,
negotiation, settlement, trial or defense of any Third Party Claim (and any appeal arising
therefrom), including by making records and personnel reasonably available to the Indemnifying
Party. The Parties will cooperate with each other in any notifications to and information requests
of any insurers.
Section 8.05 Limitations on Indemnification.
(a) The respective Indemnified Parties will not be entitled to recover or assert
any claim pursuant to Section 8.01(a) or Section 8.02(a) unless and until such Indemnified Parties
have incurred aggregate Losses for which such Indemnified Parties are entitled to indemnification

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pursuant to Section 8.01(a) or Section 8.02(a), as applicable, in an aggregate amount in excess of
three percent (3.00%) of the Purchase Price (the “Deductible Amount”) and then only to the extent
that such aggregate amount of Losses exceeds the Deductible Amount. The respective Indemnified
Parties will not be entitled to recover or assert any claim for recovery in excess of ten percent
(10.00%) of the Purchase Price (the “Cap”). The limitations on indemnification set forth in this
Section 8.05(a) will not apply to any claim made by: (i) in the case of a Buyer Indemnified Party,
pursuant to Section 8.01(b), Section 8.01(c), Section 8.01(d) or Section 8.01(e) or claims of Fraud
committed by Seller, or (ii) in the case of a Seller Indemnified Party, pursuant to Section 8.02(b),
Section 8.02(c), Section 8.02(d) or claims of Fraud committed by Buyer.
(b) The respective Indemnified Parties will not be entitled to recover or assert
any claim for an amount of Losses pursuant to Section 8.01(b), Section 8.01(c), Section 8.01(d),
Section 8.02(b) or Section 8.02(c), if, when aggregated with any amounts previously paid or to be
paid by the applicable Indemnifying Party pursuant to this Article 8, is in excess of the Purchase
Price. Notwithstanding anything to the contrary set forth herein, the foregoing limitations on
indemnification set forth in this Section 8.05(b) will not apply to any claim made: (i) in the case
of a Buyer Indemnified Party, pursuant to Section 8.01(e) or claims of Fraud committed by Seller
or (ii) in the case of a Seller Indemnified Party, pursuant to Section 8.02(d) or claims of Fraud
committed by Buyer.
(c) The amount of any recovery by any Indemnified Party under Section 8.01
or Section 8.02, as applicable, will be reduced by the amounts recovered or recoverable by the
Indemnified Parties under any applicable insurance policies, contractual rights, including any
rights to indemnification, or other collateral sources as a result of the facts that entitled the
Indemnified Parties to recover from the Indemnifying Parties under Section 8.01 or Section 8.02,
as applicable. Each Indemnified Party agrees to make and diligently pursue all claims and to collect
any amounts recoverable under applicable insurance policies (other than self-insurance policies),
indemnification agreements, Contracts and similar rights and to seek recovery under all applicable
insurance policies, indemnification agreements, Contracts and similar rights for all Losses to the
extent such Losses are covered by such insurance policy, indemnification agreement, Contract or
similar right of such Indemnified Party. In the event that an insurance or other recovery is made
by any Indemnified Party with respect to any Losses for which any Indemnified Party has been
indemnified hereunder, then a refund equal to the aggregate amount of the recovery will be made
promptly to the applicable Indemnifying Party.
(d) NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY,
THE INDEMNIFIED PARTIES WILL NOT BE ENTITLED TO ASSERT ANY CLAIM FOR
INDEMNIFICATION UNDER THIS ARTICLE 8 WITH RESPECT TO OR RECOVER, NOR
WILL THE INDEMNIFIABLE LOSSES HEREUNDER INCLUDE OR BE DEEMED TO
INCLUDE, (i) CONSEQUENTIAL DAMAGES OF ANY KIND (REGARDLESS OF THE
CHARACTERIZATION THEREOF OR WHETHER OR NOT FORESEEABLE), DAMAGES
CONSISTING OF BUSINESS INTERRUPTION LOSSES OR LOST PROFITS, DIMINUTION
IN VALUE, DAMAGES COMPUTED ON A MULTIPLE OF EARNINGS, BOOK VALUE,
DISCOUNTED CASH FLOW OR ANY SIMILAR BASIS, WHETHER OR NOT USED IN
ARRIVING AT THE PURCHASE PRICE, OR ANY INDIRECT, SPECIAL, EXEMPLARY OR
PUNITIVE DAMAGES, OR (ii) DAMAGES BASED UPON, ARISING OUT OF, WITH
RESPECT TO OR BY REASON OF THE BREACH OR NON-PERFORMANCE BY ANY

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INDEMNIFIED PARTY OF ANY OF THE REPRESENTATIONS, WARRANTIES,
COVENANTS, OBLIGATIONS, OR AGREEMENTS TO BE PERFORMED BY SUCH
INDEMNIFIED PARTY PURSUANT TO THIS AGREEMENT.
(e) In no event will any Indemnified Party be entitled to indemnification for the
same Losses from more than one source. The Indemnified Parties will not be entitled to recover
any Losses relating to any matter arising under, or any facts and circumstances relating to or arising
out of, a provision of this Agreement to the extent that the Indemnified Parties have already
recovered Losses with respect to such matter pursuant to another provision of this Agreement. If
a state of facts exists that would allow an Indemnified Party to seek recovery under both Section
8.01(a), Section 8.01(b) or Section 8.01(c), on the one hand, and Section 8.01(d), on the other
hand, then such Indemnified Party only may seek recovery for Losses under Section 8.01(a),
Section 8.01(b) or Section 8.01(c), as applicable.
(f) Each Indemnified Party will use, and will cause all other Indemnified
Parties to use, commercially reasonable efforts to mitigate all Losses upon and after becoming
aware of any event that would reasonably be expected to give rise to Losses, including by
(i) making and diligently pursuing all claims under and collecting all amounts recoverable under
any applicable insurance policies (other than self-insurance policies), indemnification agreements,
Contracts and other similar rights for all Losses to the extent such Losses are covered by such
insurance policy, indemnification agreement, Contract or similar right of such Indemnified Party,
(ii) incurring costs only to the minimum extent necessary to remedy any breach or remediate any
other situation, and (iii) refraining from taking any action that might give rise to, or otherwise
encouraging or soliciting, any Third Party Claim.
Section 8.06 Exclusive Remedy. Except as expressly provided in Section 11.12 and
except in the case of Fraud, the Parties acknowledge and agree that the indemnification set forth
in this Article 8 will be the sole and exclusive remedy of the Buyer Indemnified Parties, on the one
hand, and the Seller Indemnified Parties, on the other hand, for any Losses sustained or incurred
by such Persons or their successors and assigns in connection with this Agreement, the Bill of Sale,
the Real Property Deeds, the Real Property Affidavits, the Seller’s Officer’s Certificate or the
Buyer’s Officer’s Certificate, and each Party hereby waives, on behalf of such Party and the
Indemnified Parties affiliated with such Party and their respective successors and assigns all other
rights and remedies it may have hereunder, at law, in equity or otherwise.
Section 8.07 Survival of Representations, Warranties and Covenants. The
representations and warranties in this Agreement (other than the Fundamental Representations and
the Special Representations) will survive the Closing for a period of 12 months after the Closing
Date. The Fundamental Representations will survive the Closing indefinitely after the Closing
Date. The Special Representations will survive the Closing as follows: (a) Environmental
Representations will survive the Closing for a period of 18 months after the Closing Date; (b) Tax
Representations will survive until the expiration of the statute of limitations with respect to audits
for matters described therein; and (c) Financial Representations will survive until later of (i) 12
months after the Closing Date or (ii) the expiration of Seller’s first full audit cycle that concludes
after the Closing Date, provided, that, in no event shall the Financial Representations survive past
the date that is 18 months after the Closing Date. The covenants, obligations and agreements of
the Parties will survive the Closing in accordance with their respective terms or, if no such term is

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provided, for a period of 36 months after the Closing. After the end of the applicable survival
period, no claim for breach of such representations, warranties, covenants, obligations or
agreements, or claim for indemnification with respect thereto, may be brought, unless the
Indemnified Party gave written notice thereof to the Indemnifying Party before the expiration of
such applicable survival period, in which case the right of the Party providing such written notice
to assert its right to indemnification as to the matters so noticed will not expire until the dispute is
resolved under the terms of this Agreement.
ARTICLE 9
CONDITIONS TO CLOSING
Section 9.01 Conditions to Seller’s Obligations. The obligation of Seller to consummate
the Transactions is subject to the fulfillment of all of the following conditions on or before the
Closing Date:
(a) The representations and warranties contained in Article 5 must be accurate
in all material respects as of the Effective Date and as of the Closing Date as though then made,
except to the extent that any representation or warranty is limited by its terms to a specific date or
range of dates (in which case such representation and warranty need only be accurate on the date
or during the range of dates so specified).
(b) All material covenants and agreements of Buyer to be performed hereunder
through and including the Closing Date (including all covenants and agreements Buyer would be
required to perform at the Closing if the Transactions were consummated) must have been fully
performed or complied with in all material respects, other than the covenants and agreements set
forth in Section 3.02(c), which must have been fully performed or complied with in all respects.
(c) All deliverables described in Section 3.02(c), except the payment described
in Section 3.02(c)(i), shall have been duly received or waived by Seller.
Section 9.02 Conditions to Buyer’s Obligations. The obligation of Buyer to consummate
the Transactions is subject to the fulfillment of all of the following conditions on or before the
Closing Date:
(a) The representations and warranties of Seller set forth in Article 4 (other than
the Seller Fundamental Representations) must be accurate as of the Closing Date as though made
on and as of the Closing Date (without giving effect to any limitations as to “materiality”, “material
adverse effect” or “Material Adverse Effect” set forth therein), except (i) to the extent that any
representation or warranty is limited by its terms to a specific date or range of dates (in which case
such representation and warranty need only be accurate on the date or during the range of dates so
specified) and (ii) if the failure of such representations and warranties to be accurate would not
have a Material Adverse Effect. The Seller Fundamental Representations must be accurate in all
material respects as of the Effective Date and as of the Closing Date as though then made, except
to the extent that any representation or warranty is limited by its terms to a specific date or range
of dates (in which case such representation and warranty need only be accurate on the date or
during the range of dates so specified).

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(b) All material covenants and agreements of Seller to be performed hereunder
through and including the Closing Date (including all covenants and agreements Seller would be
required to perform at the Closing if the Transactions were consummated, except Section
3.02(b)(ii), which filings shall be made on or immediately following the Closing), must have been
fully performed or complied with in all material respects.
(c) There shall not have occurred any Material Adverse Effect that is continuing
and which Seller has declined or failed to cure within 60 days after Seller’s receipt of written notice
thereof from Buyer.
(d) All deliverables described in Section 3.02(b) shall have been duly received
or waived by Buyer, except Section 3.02(b)(vi), which shall be delivered as soon as reasonably
practicable following the Closing.
Section 9.03 Additional Conditions to the Parties’ Obligations. The obligation of each
Party to consummate the Transactions is subject to the fulfillment of all of the following conditions
on or before the Closing Date:
(a) No Law that prevents the consummation of the Transactions will be in
effect.
(b) No Order issued by any court of competent jurisdiction that prevents the
consummation of the Transactions will be in effect.
(c) All waiting periods (and extensions thereof) set forth in the HSR Act will
have expired or been terminated.
(d) The Parties shall have received the approval of each Governmental Body
listed on Schedule 6.03 applicable to such Party (collectively, the “Regulatory Approvals”), each
in form and substance reasonably satisfactory to each Party.
(e) The Parties shall have received the Third Party consents listed on Schedule
6.03(a) applicable to such Party (collectively, the “Required Third Party Consents”), each in form
and substance reasonably satisfactory to each Party.
(f) The Sales Agreement, the Wheeling Agreement, the Territory Allocation
Agreement and the Transition Services Agreement shall each have been prepared in form and
substance reasonably satisfactory to each Party, and all deliveries described in Section 3.02(a) shall
have been duly received by or waived by the Parties.
(g) The Territory Allocation Agreement, substantially in the form of Exhibit E
attached hereto, shall have been duly executed by each Party and remain in full force and effect.
ARTICLE 10
TERMINATION
Section 10.01 General. The Parties will have the rights and remedies with respect to the
termination of this Agreement that are set forth in this Article 10.

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Section 10.02 Rights to Terminate. This Agreement and the Transactions may be
terminated at any time before the Closing:
(a) by the mutual written consent of Buyer and Seller;
(b) by either Buyer or Seller by prompt written notice if the Closing has not
occurred at or before 11:59:59 p.m. Mountain Time on December 31, 2027 (the “Termination
Date”), provided that the right to terminate this Agreement under this Section 10.02(b) will not be
available to any Party whose failure to fulfill any of its obligations under this Agreement has been
the cause of or resulted in the failure of the Closing to occur on or before such date;
(c) by Buyer by prompt written notice if any of the representations or
warranties of Seller set forth in Article 4 are not accurate, or if Seller has failed to perform any
covenant or agreement on the part of Seller, as applicable, set forth in this Agreement (including
an obligation to consummate the Transactions at the Closing), such that the conditions to the
Closing set forth in either Section 9.02(a) or Section 9.02(b) are not capable of being satisfied as
of the Closing and the breach or breaches causing such representations or warranties not to be
accurate, or the failures to perform any covenant or agreement, as applicable, are not cured within
20 Business Days after written notice thereof is delivered to Seller, provided that Buyer is not then
in breach of this Agreement such as would cause the condition to the Closing set forth in either
Section 9.02(a) or Section 9.02(b) to not be satisfied as of the Closing;
(d) by Seller by prompt written notice if any of the representations or warranties
of Buyer set forth in Article 5 is not accurate, or if Buyer has failed to perform any covenant or
agreement on the part of Buyer set forth in this Agreement (including an obligation to consummate
the Closing), such that the conditions to the Closing set forth in either Section 9.01(a) or Section
9.01(b) are not capable of being satisfied as of the Closing and the breach or breaches causing such
representations or warranties not to be accurate, or the failures to perform any covenant or
agreement, as applicable, are not cured within 20 Business Days after written notice thereof is
delivered to Buyer, provided that Seller is not then in breach of this Agreement such as would
cause the condition to the Closing set forth in Section 9.02(a) or Section 9.02(b) from being
satisfied as of the Closing; provided further that neither a breach by Buyer of Section 5.07 nor the
failure to deliver the Purchase Price contemplated by Section 3.02(c) at the Closing (or the date on
which the Closing would have occurred but for the breach of this Agreement by Buyer) will be
subject to cure hereunder unless otherwise agreed to in writing by Seller;
(e) by Buyer or Seller by prompt written notice if there is in effect a final, non-
appealable Order of a court of competent jurisdiction in effect precluding consummation of the
Transactions, provided that the right to terminate this Agreement under this Section 10.02(e) will
not be available to any Party whose failure to fulfill any of its obligations under this Agreement
has been the cause of or resulted in such Order;
(f) by Buyer or Seller by prompt written notice if (i) a Governmental Body
responsible for issuing any Regulatory Approval issues an Order that (a) precludes consummation
of the Transactions or (b) otherwise stipulates as a condition of its approval that the Transactions
be modified, supplemented, or amended in any manner that, taken as a whole, materially and
adversely alters the economic effects of the Transactions as contemplated by this Agreement, and

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(ii) such Order has become final and non-appealable after the Parties have sought to challenge
such Order with the applicable Governmental Bodies, including seeking relief from a court of
competent jurisdiction
(g) by Buyer if all conditions to the Closing are satisfied (other than such
covenants and agreements the Parties would be required to perform at the Closing if the
Transactions were consummated) other than the condition to the Closing set forth in Section
9.02(c) (following Buyer’s notice of the failure of such condition and the expiration of the 60 day
cure period set forth in Section 9.02(c));
(h) by Buyer or Seller if the aggregate Casualty Estimate for Events of Loss
pursuant to Section 6.08(b) exceeds the Casualty Loss Threshold, provided that if the aggregate
Casualty Estimate for Events of Loss pursuant to Section 6.08(b) exceeds the Casualty Loss
Threshold, either Party may make a one-time election to delay Closing by a period of up to six
months (but not beyond the Termination Date), or such shorter period as mutually agreed upon by
the Parties, by giving written notice of such election to the other Party (a “Closing Delay Notice”),
and during such period, the other Party may not exercise its right to terminate this Agreement
under this clause (h), provided, further, that if a Party exercises its termination rights pursuant to
this clause (h) and Closing has not previously been delayed pursuant to a Closing Delay Notice
under this clause (h), the non-terminating Party shall have three Business Days to deliver to the
terminating Party a Closing Delay Notice, and the terminating Party’s termination hereunder shall
not be effective unless the non-terminating Party does not deliver a Closing Delay Notice to the
terminating Party during such three Business Day period;
(i) by Buyer or Seller if the aggregate amount of Disapproved Capital
Expenditures actually made by Seller during the Pre-Closing Period is $5,000,000.00 or more;
(j) by Buyer, within ten Business Days of a final good faith determination by
the Parties that Buyer sustained a Casualty during the Pre-Closing Period directly affecting,
damaging, or destroying Buyer’s assets or its operations directly resulted in Buyer sustaining
uninsured property damages of greater than $15,000,000.00 (a “Terminating Loss”), provided that
in the event of a Terminating Loss, either Party may make a one-time election to delay Closing by
a period of up to six months (but not beyond the Termination Date), or such shorter period as
mutually agreed upon by the Parties, by delivery of a Closing Delay Notice to the other Party and
during such period, Buyer may not exercise its right to terminate this Agreement under this clause
(j), provided, further, that if Buyer exercises its termination rights pursuant to this clause (j) and
Closing has not previously been delayed pursuant to a Closing Delay Notice under this clause (j),
Seller shall have three Business Days to deliver to Buyer a Closing Delay Notice, and Buyer’s
termination hereunder shall not be effective unless Seller does not deliver a Closing Delay Notice
during such three Business Day period. To the extent Buyer asserts that a Terminating Loss has
occurred, Seller shall have the right to review all reports, findings and documents prepared or
issued by Buyer or any insurance adjuster relating thereto, and Buyer shall, and shall cause its
Affiliates and representatives to, timely deliver copies of all such documents to Seller for its
review; or

58
4914-3412-4175.2
(k) by Seller, if any Effect which has arisen on or after the Effective Date and
in whole or in part as a result of, or in response to, the Transactions, has had or would be reasonably
likely to have a material adverse effect on the B2H Project.
Section 10.03 Effect of Termination. If this Agreement is terminated pursuant to Section
10.02, then each of the Parties will be relieved of their respective duties and obligations under this
Agreement to the extent that such duties and obligations would otherwise arise after the date of
such termination and no Party will have any claim against or liability to any other Party, unless the
circumstances giving rise to the termination of this Agreement were caused by a Party’s willful
breach of a material representation, warranty, agreement or covenant set forth in this Agreement,
in which event termination of this Agreement will not be deemed or construed as limiting or
denying any legal or equitable right or remedy of the non-breaching Party. If, following the
termination of this Agreement, any litigation or other Proceeding is commenced by any Party to
pursue any legal or equitable right or remedy against any other Party whose willful breach of a
material representation, warranty, covenant or agreement herein results in the termination of this
Agreement, all fees, costs and expenses, including reasonable attorneys’ fees and court costs,
incurred by the prevailing Party in such litigation or other Proceeding will be reimbursed by the
losing Party; provided that, if a Party to such litigation or other Proceeding prevails in part, and
loses in part, the court, arbitrator or other adjudicator presiding over such litigation or other
Proceeding will award a reimbursement of the fees, costs and expenses incurred by such Party on
an equitable basis.
ARTICLE 11
MISCELLANEOUS
Section 11.01 Expenses. Except as otherwise specifically provided herein, including
Section 11.09, all costs and expenses, including attorneys’ fees and expenses, arising from or
incident to the Transaction Agreements and the Transactions will be borne by the Party incurring
such costs and expenses. Notwithstanding the foregoing, the fees and expenses arising from the
recording of the Real Property Deeds shall be paid 50% by Buyer and 50% by Seller and issuance
of the Title Policies shall be paid in accordance with Section 6.10(a).
Section 11.02 No Third-Party Beneficiaries. Except as otherwise provided for in Article
8, this Agreement will not confer any rights or remedies upon any Person other than the Parties
and their respective successors and permitted assigns.
Section 11.03 Entire Agreement. This Agreement (including the Disclosure Schedule and
any other Schedules, and any Exhibits or other appendices attached hereto) constitutes the entire
agreement between the Parties and supersedes any prior understandings, agreements or
representations by or between the Parties, written or oral, to the extent that they relate in any way
to the subject matter hereof, except that the Confidentiality Agreement is effective unless and until
the Closing has occurred.
Section 11.04 Succession and Assignment. This Agreement will be binding upon and will
inure to the benefit of the Parties and their respective successors and permitted assigns. This
Agreement may not be assigned by either Party without the prior written consent of the other Party.
Any assignment made without prior written consent required by this Section 11.04 shall be void.

59
4914-3412-4175.2
Section 11.05 Counterparts. This Agreement may be executed and delivered by each Party
in separate counterparts, each of which when so executed and delivered will be deemed an original
and all of which taken together will constitute one and the same Agreement.
Section 11.06 Notices. All notices, requests, demands and other communications
permitted or required to be given or delivered hereunder will be delivered in writing by email and
shall be deemed conclusively to have been given or delivered (a) if sent by email at or before 5:00
p.m. Mountain Time on a Business Day, then on such Business Day and (b) if sent by email after
5:00 p.m. Mountain Time on a Business Day or at any time on a day that is not a Business Day,
then on the immediately following Business Day; provided, however, that any such notice, request,
demand or other communication delivered by email that has not been confirmed or acknowledged
in writing via email by the applicable recipient will only be effective if such notice, request,
demand or other communication is also delivered by hand, deposited in the United States mail,
postage prepaid, registered or certified mail, or delivered by nationally recognized private courier
on or before three Business Days after its delivery by email. All notices, requests, demands and
other communications permitted or required to be given or delivered hereunder will be addressed
as follows:
(a) If to Buyer, addressed to it at:
Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
(b) If to Seller, addressed to it at:
Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101

60
4914-3412-4175.2
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
Either Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner set
forth in this Section 11.06.
Section 11.07 Governing Law. This Agreement and all disputes and controversies
hereunder will be governed by and construed in accordance with the domestic laws of the State of
Oregon without giving effect to any choice or conflict of law provision or rule (whether of the
State of Oregon or any other jurisdiction) that would cause the application of the laws of any
jurisdiction other than the State of Oregon.
Section 11.08 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY
WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR
RELATED TO THIS AGREEMENT OR THE TRANSACTIONS.
Section 11.09 Proceedings; Attorneys’ Fees. In any Proceeding (including any appeals)
between the Parties arising out of or relating to this Agreement, the Transaction Agreements, or
the transactions contemplated hereby, including any claim for indemnification pursuant to Article
8, all fees, costs and expenses, including reasonable and documented attorneys’ fees and court
costs, incurred by the prevailing Party in such Proceeding (as determined by a final non-appealable
Order by a court of competent jurisdiction) will be reimbursed by the losing Party; provided that,
if a Party to such Proceeding prevails in part, and loses in part, the court, arbitrator or other
adjudicator presiding over such Proceeding will award a reimbursement of the fees, costs and
expenses incurred by such Party on an equitable basis. If a Party is entitled to indemnification for
the underlying claim and is also the prevailing Party under this Section 11.09, such Party may
recover its fees and costs either as indemnifiable Losses or as a fee award hereunder, but not both
to the extent that would result in a duplicative recovery. To the extent any fees and costs
recoverable hereunder are not recovered as indemnifiable Losses, such fees and costs shall not be
subject to the indemnification deductibles, baskets, thresholds or caps set forth in Article 8. A
Party’s failure or delay in seeking fees and costs under this Section 11.09 shall not constitute a
waiver of its rights, which may be sought by post-judgment or post-award motion within the time
permitted by applicable procedural rules, or as otherwise directed by the court, arbitrator or other
adjudicator.
Section 11.10 Amendments and Waivers. No amendment of any provision of this
Agreement will be valid unless the same is in writing and signed by each Party. No waiver by any
Party of any provision of this Agreement or any default, misrepresentation or breach of
representation, warranty, covenant, obligation or agreement hereunder, whether intentional or not,
will be valid unless the same is in writing and signed by the Party making such waiver, nor will
such waiver be deemed to extend to any prior or subsequent default, misrepresentation or breach
of representation, warranty, covenant, obligation or agreement hereunder or affect in any way any
rights arising by virtue of any prior or subsequent such occurrence.
Section 11.11 Severability. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of

61
4914-3412-4175.2
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction.
Section 11.12 Specific Performance. The Parties agree that if any of the provisions of the
Transaction Agreements or any other document contemplated by this Agreement were not
performed in accordance with their specific terms or were otherwise breached, irreparable damage
would occur, no adequate remedy at law would exist and damages would be difficult to determine;
and, therefore, the Parties will be entitled to seek specific performance of the terms hereof and
thereof, without proof of actual damages (and each Party hereby waives any requirement for the
securing or posting of any bond in connection with such remedy), in addition to any other remedy
hereunder, at law, in equity or otherwise.
Section 11.13 Delivery by Electronic Transmission. This Agreement and any amendments
hereto, to the extent signed and delivered by means of .PDF or other electronic transmission, will
be treated in all manner and respects as an original contract and will be considered to have the
same binding legal effects as if it were the original signed version thereof delivered in person. At
the request of any Party, the other Party will re-execute original forms thereof and deliver them to
the other Party. No Party will raise the use of a .PDF or other electronic transmission to deliver a
signature or the fact that any signature or contract was transmitted or communicated through the
use of a .PDF or other electronic transmission as a defense to the formation of a contract and each
such Party forever waives any such defense.
[Signatures on Following Pages]

4914-3412-4175.2
Exhibit A
Form of Bill of Sale
See attached.
CONFIDENTIAL

158108807.1
BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT

This Bill of Sale and Assignment and Assumption Agreement (this “Agreement”) is made and
entered into as of [•] by and between Oregon Trail Electric Consumers Cooperative, Inc., an Oregon
cooperative corporation dba Oregon Trail Electric Cooperative (“Buyer”), and Idaho Power Company, an
Idaho corporation (“Seller” and, together with Buyer, the “Parties”). Capitalized terms used and not
defined herein will have the respective meanings assigned to such terms in that certain Asset Purchase
Agreement, dated as of [•], 2026, by and between Seller and Buyer, (the “Asset Purchase Agreement”).
1. Pursuant to the Asset Purchase Agreement, and for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, effective as of the Closing, (a) Seller does
hereby sell, assign, transfer, and deliver to Buyer the Acquired Assets, and (b) Buyer does hereby
assume from Seller the Assumed Liabilities.
2. Buyer hereby agrees to execute and deliver to Seller, and Seller hereby agrees to execute and
deliver to Buyer, such additional documents, instruments, conveyances and assurances and take
such further actions as Seller or Buyer may reasonably request, to more effectively transfer to,
assign to, and vest in Buyer each item of the Acquired Assets, and to evidence Buyer’s
assumption of the Assumed Liabilities.
3. The representations, warranties, covenants and agreements of the parties hereto and the terms and
conditions set forth in the Asset Purchase Agreement will survive the execution and delivery of
this Agreement and will not be merged herein or integrated herewith.
4. This Agreement will be binding upon and will inure to the benefit of the Parties and their
respective successors and permitted assigns. This Agreement may not be assigned by either Party
without the prior written consent of the other Party.
5. This Agreement and all disputes and controversies arising hereunder shall be governed by and
construed in accordance with the domestic laws of the State of Oregon without giving effect to
any choice or conflict of law provision or rule (whether of the State of Oregon or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State
of Oregon.
6. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN
ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED HEREUNDER.
7. This Agreement and any amendments hereto, to the extent signed and delivered by means of
.PDF or other electronic transmission, will be treated in all manner and respects as an original
contract and will be considered to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any Party, the other Party will re-
execute original forms thereof and deliver them to the other Party. No Party will raise the use of a
.PDF or other electronic transmission to deliver a signature or the fact that any signature or
contract was transmitted or communicated through the use of a .PDF or other electronic
transmission as a defense to the formation of a contract and each such Party forever waives any
such defense.
[The remainder of this page is intentionally left blank.]

[SIGNATURE PAGE TO BILL OF SALE AND ASSIGNMENT AND ASSUMPTION AGREEMENT]
IN WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed and
delivered as of the date first written above.
BUYER:

OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.

By:
Name:
Title:

[SIGNATURE PAGE TO BILL OF SALE, ASSIGNMENT AND ASSUMPTION AGREEMENT]

SELLER:

IDAHO POWER COMPANY

By:
Name:
Title:

4914-3412-4175.2
Exhibit B
Form of Real Property Deed
See attached.

Page 1

After Recording Return to:
[____________]

Until requested, all tax statements
shall be sent to:
[______________]

Tax Acct No: [____________]

GRANTOR:
[_____________]

GRANTEE:
[_____________]
This space reserved for recorder's use.

SPECIAL WARRANTY DEED
[______________], a[n] [________________], with an address of [___________] (“Grantor”),
does hereby grant, bargain, sell, convey and specially warrant to [____________], a[n] [____________]
(“Grantee”), the real property situated in [____] County, Oregon and described in Exhibit A attached hereto and by
this reference incorporated herein (the “Property”), free of encumbrances created or suffered by the Grantor except
(i) property taxes for the current year and subsequent years, the payment of which Grantee assumes, (ii) rights,
easements, covenants, restrictions, rights-of-way, reservations and zoning regulations or ordinances as may appear of
record, (iii) those permitted exceptions listed on Exhibit B attached hereto and incorporated herein by reference, and
(iv) all matters that would be disclosed by a current survey of the Property, including all encroachments and
protrusions that would be shown thereon.
The true consideration for this conveyance is: Other value or property is part of or the whole consideration.
PURSUANT TO O.R.S. SECTION 93.040(1), NOTICE IS HEREBY GIVEN THAT BEFORE SIGNING
OR ACCEPTING THIS INSTRUMENT, THE PERSON TRANSFERRING FEE TITLE SHOULD INQUIRE
ABOUT THE PERSON’S RIGHTS, IF ANY, UNDER ORS 195.300, 195.301 AND 195.305 TO 195.336 AND
SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010. THIS INSTRUMENT
DOES NOT ALLOW USE OF THE PROPERTY DESCRIBED IN THIS INSTRUMENT IN VIOLATION OF
APPLICABLE LAND USE LAWS AND REGULATIONS. BEFORE SIGNING OR ACCEPTING THIS
INSTRUMENT, THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE
APPROPRIATE CITY OR COUNTY PLANNING DEPARTMENT TO VERIFY THAT THE UNIT OF LAND
BEING TRANSFERRED IS A LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED IN ORS 92.010
OR 215.010, TO VERIFY THE APPROVED USES OF THE LOT OR PARCEL, TO DETERMINE ANY LIMITS
ON LAWSUITS AGAINST FARMING OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY, UNDER ORS 195.300,
195.301 AND 195.305 TO 195.336 AND SECTIONS 5 TO 11, CHAPTER 424, OREGON LAWS 2007,
SECTIONS 2 TO 9 AND 17, CHAPTER 855, OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8,
OREGON LAWS 2010.
[signature and notary acknowledgment appear on the following pages]

DATED as of this ____ day of _______, 202_.
GRANTOR: [______________],
[___________________]

By:
Name: ______________________________
Its: _________________________________

STATE OF OREGON

COUNTY OF _____________

On this ____ day of _________________, 202_, before me, the undersigned notary public,
______________________ personally appeared, proved to me through satisfactory evidence of identification, which
were ________________, to be the person whose name is signed on the preceding or attached document, and
acknowledged to me that she signed it voluntarily for its stated purpose as ______________ for [________], a[n]
[___________], as the voluntary act of the [__________].

__________________________________ (official signature and seal of notary public.

EXHIBIT A TO SPECIAL WARRANTY DEED
LEGAL DESCRIPTION OF THE PROPERTY

EXHIBIT B TO SPECIAL WARRANTY DEED
PERMITTED EXCEPTIONS

4914-3412-4175.2

Exhibit C
Form of Sales Agreement
See attached.
Exhibit C
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 1
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY

THIS AGREEMENT FOR SUPPLY FOR POWER AND ENERGY
(“AGREEMENT”), is entered into as of the _____ day of _____________, 2026, between
the OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC., an Oregon
cooperative corporation d/b/a Oregon Trail Electric Cooperative, hereinafter referred to
as "OTEC" and IDAHO POWER COMPANY, an Idaho corporation, hereinafter referred to
as "Idaho Power" (hereinafter collectively referred to as "Parties" and individually as
"Party").
WITNESSETH:
WHEREAS, OTEC is engaged in the transmission, distribution and sale of electric
power and energy; and
WHEREAS, Idaho Power is engaged in the generation, transmission, distribution
and sale of electric power and energy; and
WHEREAS, the balancing authority electric control system metering boundary of
Idaho Power includes part of OTEC’s electrical system;
WHEREAS, Idaho Power intends to sell certain electrical transmission and
distribution assets and facilities located in the State of Oregon to OTEC ("the Assets")
under a separate Asset Purchase Agreement (“APA”);
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 2
WHEREAS, OTEC desires to purchase firm electric capacity and associated
energy from Idaho Power to service the Oregon Load, as further defined in this
Agreement; and
WHEREAS, Idaho Power desires to sell firm electric capacity and associated
energy to OTEC to service the Oregon Load as further defined in this Agreement.
NOW, THEREFORE, the Parties hereby undertake, promise and agree, as follows:
ARTICLE I - DEFINITIONS
The following terms, when used herein with initial capitalization, whether in the singular
or plural, shall have the meanings specified:
1.1 "Agreement": Shall mean this Agreement for the Supply of Power and
Energy between OTEC and Idaho Power.
1.2 "Billing Energy": Shall mean the total amount of energy delivered to OTEC
at the Point of Delivery by Idaho Power during a Billing Period, as recorded on the meters
provided by Idaho Power at the locations specified in Exhibit 2, and adjusted for losses
and the power factor.
1.3 "Billing Period": Shall be a calendar month Mountain Prevailing Time
("MPT").
1.4 “Delivery Term”: The timeframe in which Idaho Power will provide the
service under this Agreement as defined in Section 2.
1.5 “New Large Load”: Any new single load request exceeding 1 MW.
1.6 “Oregon Load”: The volume of retail electric customers historically served
by Idaho Power in its service territory in the state of Oregon as reflected in Exhibit 2 that
will be served by OTEC upon the closing of OTEC’s purchase of the Assets under the
APA , and including any organic load growth.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 3
1.7 “Points of Delivery”: Idaho Power shall deliver the services under this
Agreement to the points identified in Exhibit 2. OTEC will be responsible under this
agreement for compensating Idaho Power for the transmission service on Idaho Power’s
system to deliver Idaho Power system resources to the Oregon Load.
1.8 "Prudent Utility Practices": Shall mean the practices, methods or acts which,
in the exercise of reasonable judgment in light of the facts known at the time the decision
was made, could have been expected to be used by a prudent, skilled and experienced
owner or operator engaged in the ownership, operation, and maintenance of electric utility
assets of similar type, size and function in the United States, in a manner consistent with
good engineering practices, reliability, safety and expedition, while acting in accordance
with applicable laws, governmental approvals and applicable codes and standards.
“Prudent Utility Practices” is not intended to be limited to the optimum practice, method,
or act to the exclusion of all others, but rather to be a spectrum of reasonable and prudent
practices, methods, standards, and procedures.
ARTICLE 2 - TERM AND EFFECTIVE DATE
2.1 This Agreement is being entered into pursuant to Idaho Power's Federal
Energy Regulatory Commission ("Commission") Market-Based Rate Authority, including
Idaho Power’s Market Rate Power Sale Tariff.
2.2 Subject to Idaho Public Utilities Commission and Oregon Public Utilities
Commission approval of the sale of assets, transfer of exclusive service territory, and
acceptance of the Asset Purchase Agreement between Idaho Power and OTEC for filing
without changes or conditions that are unacceptable to either Party, this Agreement shall
become effective at 0001 hours MPT on the day following the Closing Date as that term
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 4
is defined in the Asset Purchase Agreement between Idaho Power and OTEC ("Effective
Date")
2.3 Unless terminated earlier pursuant to other provisions of this Agreement,
the Initial Term of this Agreement shall run from the Effective Date to September 30, 2030
(“Initial Term”). Following the Initial Term, OTEC will have an option to request an
extension of the Delivery Term by an additional four (4) years past the expiration of the
Initial Term (“Delivery Term Extension”). To request the Delivery Term Extension, OTEC
must notify Idaho Power in writing of its request to renew and the desired length of the
Delivery Term Extension (not to exceed four (4) years) by September 30, 2029. Upon
receipt of OTEC’s request for a Delivery Term Extension, Idaho Power will evaluate
OTEC’s request to determine Idaho Power’s ability to provide service under this
Agreement and any modifications to terms and conditions, including but not limited to
pricing. The Parties must mutually agree in order for a Delivery Term Extension to become
effective. If OTEC fails to request the Delivery Term Extension by September 30, 2029,
this Agreement shall be terminated at the end of the Initial Term; provided, however,
payment and other obligations incurred hereunder prior to termination shall be preserved
until satisfied. Neither Party shall request any regulatory authority to require the other
Party to continue service beyond the date of the termination of this Agreement, nor shall
either party lend support or aid to any other entity or person which seeks to require that
service be continued beyond the date when this Agreement has been terminated. OTEC
shall not oppose any regulatory filing required to be made by Idaho Power in order to
terminate service under this Agreement after the completion of the Initial Term or Delivery
Term Extension Term. Upon mutual agreement both parties may agree to additional
extensions.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 5
ARTICLE 3 - EXHIBITS
3.1 Exhibit 1, Rate Schedule, attached hereto is part of this Agreement and by
this reference is incorporated herein.
3.2 Exhibit 2, Points of Delivery - Metering Locations, attached hereto is part of
this Agreement and by this reference is incorporated herein.
3.3 Exhibit 3, Annual Distribution Revenue Requirement, attached hereto is part
of this Agreement and by this reference incorporated herein.
3.4 Exhibit 4, Facilities to be Constructed, attached hereto is part of this
Agreement and by this reference incorporated herein.
ARTICLE 4 - AMOUNTS, CONDITIONS AND SUPPLY OF FIRM ELECTRIC
CAPACITY AND ASSOCIATED ENERGY
4.1 Subject to the rates, terms and conditions herein, for the term of this
Agreement, Idaho Power shall make available to OTEC, and OTEC shall purchase from
Idaho Power, firm electric capacity and associated energy in the amounts necessary to
meet the full electric load requirements (including transmission service) of the Oregon
Load under this Agreement. OTEC will notify Idaho Power of any New Large Loads as
early as possible prior to the load’s in-service date.
4.2 New Large Loads greater than 5 MW must be approved by Idaho Power in
advance. If Idaho Power at its sole discretion determines it is unable provide and deliver
capacity and energy for a New Large Load greater than 5 MW, OTEC will be responsible
for finding alternative arrangements for energy, capacity, transmission service, and load
following service to serve such New Large Loads. OTEC will notify Idaho Power of any
New Large Loads greater than 5 MW as early as possible prior to the load’s in-service
date.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 6
4.3 The energy and capacity provided under this Agreement will be sourced
from Idaho Power’s system overall and will not be attributed to any particular resource or
subset of resources.
4.4 Idaho Power will provide ancillary services as described in Exhibit 1.
4.5 Idaho Power is delivering the energy and capacity to the points of delivery
identified in Exhibit 2. Idaho Power shall construct and operate its transmission system
to meet the reliable electric needs of OTEC’s load under this PPA in accordance with
Idaho Power’s Open Access Transmission Tariff (“OATT”).
4.6 As of the date of this Agreement, Idaho Power is a participant in the Western
Resource Adequacy Program (“WRAP”). During the Initial Term and any Delivery Term
Extension, Idaho Power will include the Oregon Load in its WRAP Forward Showing
Capacity Requirement.
4.7 Any Renewable Energy Certificates associated with the production of
energy from Idaho Power’s facilities are owned by Idaho Power, and this Agreement
conveys no rights to such Renewable Energy Certificates.
4.8 The carbon emissions associated with the energy and capacity provided
under this Agreement are from Idaho Power’s system, and any emissions factors will be
substantially similar to the carbon emissions from Idaho Power’s overall generation
portfolio.
4.9 This is a contract for delivered wholesale capacity and energy. Nothing in
this Agreement shall grant any rights or obligate any party to provide any services
hereunder directly to or for retail customers of the other party. Idaho Power and OTEC
each are and remain solely responsible for delivery of energy to their load and for load
service in their service territory(ies).
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 7
ARTICLE 5 - CHARGES
5.1 Each Billing Period, OTEC shall pay Idaho Power a Monthly Charge,
calculated as provided for in Exhibit 1, for the capacity and energy provided pursuant to
this Agreement.
5.2 Each Billing Period, OTEC shall reimburse Idaho Power for transmission
services incurred in providing the services hereunder. For transmission services, Idaho
Power pays its transmission function a Monthly Demand Charge associated with the
Billing Energy. The Monthly Demand Charge is calculated according to Sections 34.1,
34.2 and 34.3 and Attachment H of the Idaho Power OATT.
5.3 Each Billing Period, OTEC shall pay Idaho Power for use of distribution
facilities (i.e. facilities less than 46 kV) in providing the services hereunder based upon
OTEC’s Distribution Load Ratio Share of the Annual Distribution Revenue Requirement
specified in Exhibit 3. The Distribution Load Ratio Share is defined as the ratio of the
OTEC’s distribution network Load to the Idaho Power Transmission Service Provider’s
total Distribution Load (transmission system load less load served at transmission level
and transmission losses).
5.4 Each Billing Period, OTEC shall pay a monthly metering charge for the
meters provided by Idaho Power, to be adjusted periodically and updated in Exhibit 2.
5.5 OTEC shall reimburse Idaho Power for the facilities to be constructed as
identified in Exhibit 4.
5.6 Adjustment for Reactive Power: The power delivered at the Point of Delivery
shall be at a power factor listed in the table below, leading or lagging, unless mutually
agreed otherwise. For the purposes of this reactive power adjustment, Points of Delivery
shall be aggregated per the Reactive Power Grouping column in Exhibit 2. Should the
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 8
delivered power fall outside the applicable band, the Transmission Provider will adjust the
integrated demand to determine the Billing Demand as stated below.
POD Power Factor When Adjustment
Transmission –
average power factor
98% or higher
The average power
factor <98% leading or
lagging during the billing
period
By multiplying the kW demand
by 98% and dividing by the
actual average power factor
Distribution – at 90%
or higher at peak
The power factor at
peak <90% leading or
lagging during the billing
period
By multiplying the kW of
demand by 90% and dividing
by the actual average power
factor.

ARTICLE 6 - PAYMENT AND SETTLEMENTS
6.1 Idaho Power shall bill OTEC on or before the tenth (10th) day of each month
following the Billing Period. OTEC’s payment shall be made on or before the twenty-fifth
(25th) day of the month following the month of service for which OTEC is being billed. If
the twenty-fifth (25th) day of the month is a holiday or weekend, payment shall be made
on the next workday following the twenty-fifth (25th) day of the month.
6.2 All billings and payments pursuant to the terms of this Agreement shall be
submitted to:
Billings to OTEC shall be sent to:
Oregon Trail Electric Cooperative
Attn: Manager
XXXXX
XXXXX, Oregon xxxxx
Payments may be made to Idaho Power at the following address:
LB 447, Idaho Power Company
Attn: Corporate Cashier
P.O. Box 35143
Seattle, WA 98124-5143
or, by direct wire transfer to Idaho Power's account at:
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 10
beyond the control of the Party affected, including but not restricted to failure of or threat
of failure of facilities, flood, drought, earthquake, storm, fire, lightning, epidemic, war, riot,
act of terrorism, civil disturbance, labor dispute, labor or material shortage, sabotage,
restraint by court order or public authority, and action or non-action by or failure to obtain
the necessary authorizations or approvals from any governmental agency or authority
which by exercise of due diligence such Party could not reasonably have been expected
to avoid and which by exercise of due diligence it has been unable to overcome. No Party
shall, however, be relieved of liability for failure of performance if such failure be due to
causes arising out of its negligence or due to removable or remediable causes which it
fails to remove or remedy within a reasonable time period. Nothing contained herein shall
be construed to require a Party to settle any strike or labor dispute in which it may be
involved. A Party rendered unable to fulfill any of its obligations by reason of an
Uncontrollable Force shall give prompt written notice of such fact to the other Party and
shall exercise due diligence to remove such inability within a reasonable time period.
ARTICLE 8- WAIVERS
8.1 Any waiver at any time by a Party of its rights with respect to a default under
this Agreement or any other matter shall not be deemed a waiver with respect to any
subsequent default of the same or any other matter.
ARTICLE 9- ASSIGNMENTS
9.1 Neither Party shall assign this Agreement, or any interest therein, without
the prior written consent of the other Party except if such assignment is:
9.1.1 made to any person or entity into which or with which the Party
making the assignment is merged or consolidated or to which the Party transfers
substantially all of its assets;
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 11
9.1.2 made to any person or entity, wholly owning, wholly owned by, or
wholly owned in common with the Party making the assignment or to an affiliate entity of
the assignor; or
9.1.3 made solely as security of an underlying debt.
Such written consent shall be provided within thirty (30) days of receipt of notice of
assignment by the consenting Party, and such consent shall not be unreasonably
withheld. Any assignment not made in accordance with this Article 9 shall be void.
ARTICLE 10 - AMENDMENT, REVIEW AND SUSPENSION
10.1 This Agreement may be amended or changed only upon written agreement
of the Parties.
10.2 Should either Party believe the other Party has committed a material breach
of this Agreement, it shall give written notice of such breach to the other Party and specify
the nature of the breach. A Party receiving such notice shall have thirty (30) days from its
receipt to correct the specified breach.
10.2.1 If correction of the breach is not made in a satisfactory manner to the
Party giving notice, then the Parties shall resolve the dispute pursuant to the remedies
set forth in Article 11 hereof, Dispute Resolution.
10.3 Notwithstanding the provision of 10.2 above, Idaho Power may suspend
service provided under this Agreement at any time upon thirty (30) days prior written
notice to OTEC in the event of nonpayment of any charges due pursuant to this
Agreement. If payment of such charges is made by OTEC within thirty (30) day period,
services provided under this Agreement shall not be suspended.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 12
ARTICLE 11 - DISPUTE RESOLUTION
11.1 In the event that a dispute should arise between the Parties concerning the
terms and enforcement of this Agreement and the Parties are unable to agree on a
mutually acceptable resolution, the Parties agree to attempt to resolve the issue through
this dispute resolution process. the Parties must first attempt in good faith to resolve
all disputes arising out of, related to or in connection with this Agreement promptly by
negotiation, as follows. Any Party may give the other Party written notice of
any dispute not resolved in the normal course of business. Executives of both Parties at
levels one level above those employees who have previously been involved in
the dispute must meet at a mutually acceptable time and place within ten (10) days after
delivery of such notice, and thereafter as often as they reasonably deem necessary, to
exchange relevant information and to attempt to resolve the dispute. If the matter has not
been resolved within thirty (30) days after the referral of the dispute to such senior
executives, or if no meeting of such senior executives has taken place within fifteen (15)
days after such referral, either Party may initiate any legal remedies available to the Party.
All negotiations pursuant to this clause are confidential.
ARTICLE 12 - NOTICES
12.1 Any formal notice, demand or request shall be writing and shall be deemed
properly served, given or made if delivered in person, or sent by either registered or
certified mail, postage prepaid, or prepaid telegram or confirmed facsimile.
12.2 Any such notice, demand or request directed to OTEC shall be addressed
to:
Oregon Trail Electric Cooperative
XXXXXXX
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 13
12.3 Any such notice, demand or request directed to Idaho Power shall be
addressed to:
Idaho Power Company
Attn: Load Serving Operations
P.O. Box 70
1221 West Idaho Street (83702)
Boise, Idaho 83707
Email: [e-mail]

With a copy to:
Julia Hilton
VP, General Counsel
Idaho Power Company
P.O. Box 70
Boise, Idaho 83707
Email : [e-mail]

12.4 The designation of the above persons or the address of any such person
may be changed at any time by notice given in the same manner as provided for in other
notices.
ARTICLE 13 -THIRD PARTY BENEFICIARY
13.1 Except to the extent expressly set forth in this Agreement, this Agreement
shall not be construed to create rights in, or to grant remedies to, any third party as a
beneficiary of any duty, obligation or undertaking established herein.
ARTICLE 14 - LIABILITY
14.1 IN NO EVENT SHALL IDAHO POWER BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES
INCLUDING, BUT NOT LIMITED TO, LOST OR ANTICIPATED PROFITS, REVENUE
OR GOOD WILL OF CUSTOMERS, INTEREST, AND/OR CLAIMS BY THIRD PARTIES,
WHETHER SUCH LOSS IS BASED ON CONTRACT, WARRANTY, NEGLIGENCE,
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 14
STRICT LIABILITY, OR OTHERWISE RELATED TO ANY CLAIMS ARISING FROM OR
RELATING TO THIS AGREEMENT.
ARTICLE 15 - GOVERNING LAW
15.1 This Agreement shall be interpreted, construed and enforced in accordance
with the laws of the state of Idaho or the laws of the United States of America, whichever
is applicable.
ARTICLE 16 - ENTIRE AGREEMENT
16.1 This document constitutes the entire agreement of the Parties and
supersedes all previous agreements, whether written or oral, with respect to the
transaction addressed herein.
ARTICLE 17 - COUNTERPARTS
17.1 This Agreement may be executed in counterparts, in which case all such
counterparts shall be deemed to constitute a single document with the same force and
effect as if both Parties hereto having signed a counterpart had signed the other
counterpart.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 15
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be
executed by their duly authorized officers or officials as of the date first above written.
IDAHO POWER COMPANY

By:
Title:
Date:

OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.

By:
Title:
Date:
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 16
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 1
Schedule of Charges
APPLICABILITY
The charges described below are applicable to firm capacity and energy delivered to
OTEC at Points of Delivery in Exhibit 2. Defined terms in the main body of this Agreement
have the same meanings in this Exhibit 1.
MONTHLY CHARGE
The Monthly Charge shall be the sum of the: (1) Billing Energy multiplied by the Energy
Rate, and (2) the Customer Administration Charge.
(1) Energy Rate:
The Energy Rate will consist of a Generation Plant Cost Component and a
Variable Net Power Supply Expense Component. The initial Energy Rate is
$60.51 per MWh of Billing Energy, comprised of a Generation Plant Cost
Component of $26.87 per MWh and Variable Net Power Supply Cost
Component of $33.64 per MWh. These components are equivalent to those
included in Idaho Power’s applicable Oregon tariff rate schedules (1, 5, 7,
9, 15, 19, 24, 40, 41, 42, 55, and 56). The Variable Net Power Supply Cost
Component of the initial Energy Rate is subject to modification to reflect any
changes resulting from the Oregon rate adjustment effective June 1, 2026.
Each component of the charge will be modified as reflected below.
Generation Plant Cost Component:
The Generation Plant Cost Component shall remain fixed at $26.87 through
May 31, 2028. Effective June 1, 2028, the Generation Plant Cost
Component shall be updated to $30.19 for the remainder of the Initial term.
The Generation Plant Cost Component will be reevaluated and modified if
OTEC exercises the Delivery Term Extension to determine cost for the
Agreement term of the extension.
Variable Net Power Supply Cost Component:
Beginning June 1, 2027, the Variable Net Power Supply Cost Component
shall be updated annually, effective every June 1, consistent with the
determination of Idaho Power’s Schedule 55—Power Cost Adjustment. It
shall consist of a per-unit forecast rate of total system net power supply
costs developed from the simulation of the economic dispatch of Idaho
Power’s generation resources for the April through March test year, as well
as a balancing adjustment rate that reflects differences between forecasted
and actual per-unit variable power supply costs.
Ancillary Services Charge: Included in the Energy Rate above:
The Ancillary Services Charge is imbedded in the calculation of cost of
service in the Energy Rate and will not incur a separate rate under this
Agreement. The Energy Rate includes all applicable ancillary services
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 17
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 18
required for this transaction that are provided by Idaho Power on its system
pursuant to the Idaho Power Open Access Transmission Tariff (OATT).
Ancillary services and charges included in the Energy Rate are as follows:
OATT Schedule 2 – reactive supply and voltage control (as further specified
in Section 5.6 of this Agreement), OATT Schedule 3 - regulation and
frequency response service, OATT Schedules 4 and 4A - energy imbalance
service, OATT Schedule 5 - operating reserve (spinning reserve service),
OATT Schedule 6 - operating reserve (supplemental reserve service), and
OATT Schedule 12 – real power losses.
(2)Charges for Transmission and Distribution Services:
As described in Sections 5.2 and 5.3, OTEC will reimburse Idaho Power for
transmission and distribution charges incurred by Idaho Power for delivery
of the Energy under this Agreement.
(3)Customer Administration Charge:
Initial Rate: Nine Thousand, Two Hundred Thirty-Four Dollars ($9,234.00)
per month. Customer Administration Charge will increase by three (3)
percent annually to be effective on January 1 of each year.
Final Reconciliation of Variable Power Supply Costs:
Within thirty (30) days following the termination of the Agreement, Idaho
Power will complete a final reconciliation of actual per-unit variable power
supply costs as compared to the forecast. The remaining difference will
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 19
either be billed or refunded, and the Parties will settle the balance within
ninety (90) days after completion of the final reconciliation.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 20
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 2
Points of Delivery - Metering Locations
POD Location
1. Halfway The point approximately 10 line miles east of OTEC's Halfway
Substation, where the 69kV facilities of OTEC and IDAHO POWER are
connected
2. Duke The point in IDAHO POWER's Duke substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
3. Pine Creek The point in IDAHO POWER's Pine Creek substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
4. Ore-Ida The point in IDAHO POWER's Ore-Ida substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
5. Nyssa The point in IDAHO POWER's Nyssa substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
6. Cairo The point in IDAHO POWER's Cairo substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
7. Ontario The point in IDAHO POWER's Ontario substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
8. Adrian The point in OTEC's Adrian substation, where the 69kV facilities of OTEC
and IDAHO POWER are connected
9. Owyhee
Reservoir
The points near Owyhee Reservoir where the 4.2kV facilities of OTEC
and USBR are connected
10. Jacobsen
Gulch
The point in OTEC's Jacobsen Gulch substation, where the 69kV
facilities of OTEC and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 21
11. Holly The point in OTEC's Holly substation, where the 69kV facilities of OTEC
and IDAHO POWER are connected
12. Rockville The point in OTEC's Rockville substation, where the 69kV facilities of
OTEC and IDAHO POWER are connected
13. Jordan
Valley
The point in OTEC's Jordan Valley substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
14. Neal Hot
Springs Jct
The point at IDAHO POWER's Neal Hot Springs Junction
approximately 3 line miles north of IDAHO POWER's Vale substation,
where the 69kV facilities of OTEC and IDAHO POWER are connected
14a) Unity The point in OTEC's Unity substation where the 69kV line exits toward
Hardy substation. There is a normally open point between Unity and
Hardy which may be closed during abnormal operations in which case
Unity may function as an alternate POD.
15. Vale -
Drewsey line
The point at IDAHO POWER's Vale substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
15a) Drewsey The point in OTEC's Drewsey substation where the 69kV line exits
toward Sandhill substation. There is a normally open point between
Unity and Sandhill which may be closed during abnormal operations in
which case Drewsey may function as an alternate POD.
16. Vale The point at IDAHO POWER's Vale substation, where the 12.5kV
facilities of OTEC and IDAHO POWER are connected
17. Malheur
Butte
The point at OTEC's Malheur Butte substation, where the 69kV facilities
of OTEC and IDAHO POWER are connected
18. Huntington The point in OTEC's Huntington substation, where the 138kV facilities of
OTEC and IDAHO POWER are connected
19. Durkee The point in OTEC's Durkee substation, where the 138kV facilities of
OTEC and IDAHO POWER are connected
20. Nelson The point at Nelson substation, where the 138kV facilities of OTEC's
retail customer and IDAHO POWER are connected
21. Ash Grove The point at Ash Grove substation, where the 138kV facilities of OTEC's
retail customer and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 22
22. Parma-012 The point on IDAHO POWER's Parma-012 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
23. Parma-042 The points on IDAHO POWER's Parma-042 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
24. Homedale-
012
The points on IDAHO POWER's Homedale-012 distribution circuit, where
the 12.5kV facilities of OTEC and IDAHO POWER are connected
25. Weiser-013 The point on IDAHO POWER's Weiser-013 distribution circuit, where the
12.5kV facilities of OTEC and IDAHO POWER are connected
26. Weiser-014 The points on IDAHO POWER's Weiser-014 distribution circuit, where
the 12.5kV facilities of OTEC and IDAHO POWER are connected

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 23
Additional Metering Information for OTEC
POD Assoc. Metering Point
Ownership/ Responsibilit
y
Meter/Header # Monthly Metering
Charges
Dist. Svc Charges1
DS/DP/NA
Dist. Loss Factor Comp Factor
Reactive
Class
T-Trans
D-Dist
Reactive Power
Grouping
Halfway Halfway TBD aggregated AMI
meter list
managed by IPC
and OTEC
TBD n/a n/a TBD T TBD
Duke Duke TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Pine Creek Pine Creek TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Ore-Ida Ore-Ida TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Nyssa Nyssa TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Cairo Cairo TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Ontario Ontario TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Adrian Adrian TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Owyhee
Reservoir
Owyhee
Reservoir
TBD MV90 Meters n/a n/a TBD T
Jacobsen
Gulch
Jacobsen
Gulch
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Holly Holly TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Rockville Rockville TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
1 Distribution Substation (DS), Distribution Primary (DP), or Not Applicable (NA) to this POD.
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 24
Jordan Valley Jordan
Valley
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Neal Hot
Springs Jct
Neal Hot
Springs Jct
TBD 69kV meter at
Vale and 69kV
meter at Neal Hot
Springs
n/a n/a TBD T
14a. Unity 14a. Unity TBD 69kV meter at
Unity
n/a n/a TBD T
Vale-Drewsey
Line
Vale-
Drewsey
Line
TBD 69kV meter at
Vale
n/a n/a TBD T
15a. Drewsey 15a.
Drewsey
TBD 69kV meter at
Drewsey
n/a n/a TBD T
Vale Vale TBD aggregated AMI
meter list
managed by IPC
and OTEC
DS 1.006 TBD D
Malheur Butte Malheur
Butte
TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Huntington Huntington TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Durkee Durkee TBD aggregated AMI
meter list
managed by IPC
and OTEC
n/a n/a TBD T
Nelson Nelson TBD MV90 meter n/a n/a TBD T
Ash Grove Ash Grove TBD MV90 meter n/a n/a TBD T
Parma-012 Parma-012 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Parma-042 Parma-042 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Homedale-012 Homedale-
012
TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Weiser-013 Weiser-013 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
Weiser-014 Weiser-014 TBD aggregated AMI
meter list
managed by IPC
and OTEC
DP 1.020 TBD D
AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 25
Hells Canyon-
011
Hells
Canyon-011
TBD ? DP 1.020 TBD D

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 26

AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 3
ANNUAL DISTRIBUTION REVENUE REQUIREMENT

1. The Annual Distribution Revenue Requirement shall be:
a. For Distribution Primary Service - $104,298,294
b. For Distribution Substation level - $27,750,174.
2. The amount in (1) shall be effective until amended by Idaho Power pursuant
to its OATT.

AGREEMENT FOR SUPPLY OF POWER AND ENERGY - 27
AGREEMENT FOR SUPPLY OF POWER AND ENERGY
BETWEEN
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
AND
IDAHO POWER COMPANY
EXHIBIT 4
FACILITIES TO BE CONSTRUCTED

Pursuant to the terms and conditions of this Agreement, the facilities to be constructed,
as necessary for Idaho Power to provide the delivery of capacity and energy, are as
described below. Cost responsibility will be allocated as set forth in the APA.

Facilities to be constructed:
Metering Facilities: Idaho Power must obtain settlement ready billing information for
scheduled and actual flows of energy in support of billing and settlement. Metering
devices must support recording on an hourly basis.
OTEC will assure that the billing information submitted to Idaho Power has been
validated, edited and/or estimated in order to produce settlement ready billing
information. If Idaho Power reasonably determines that this information is not timely or
cannot be validated, then Idaho Power may install at OTEC’s expense, hourly metering
recording devices at each Point of Delivery shown in Exhibit 2 in order to obtain billing
information for those Points of Delivery.

4914-3412-4175.2
Exhibit D
Form of Wheeling Agreement
See attached.
EXHIBIT D
WHEELING AGREEMENT - Page 1
46653.0015.4931-0884-1103.1
WHEELING AGREEMENT
This WHEELING AGREEMENT (“Agreement”) is made as of this ___ day of
_____________, 202[ ] (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“OTEC”), and Idaho Power Company, an Idaho corporation (“IPC”, and referred to collectively
with OTEC as the “Parties” or, individually, as a “Party”).
WHEREAS, OTEC will receive, transmit and deliver electrical energy over OTEC’s
transmission and/or distribution system (as more particularly defined in Section 1.19, “OTEC
System”) from specified receipt points to specified delivery points; and
WHEREAS, IPC has entered into certain Power Purchase Agreements (“PPAs”) with
certain third-party electric generation facilities (each, a “Facility”, and collectively, the
“Facilities”), located in Malheur County and Baker County, Oregon; and
WHEREAS, IPC desires to use existing interconnections between the Facilities and the
OTEC System to facilitate IPC purchasing Energy (as defined below) from the Facilities, and
OTEC desires to deliver such Energy to IPC; and
WHEREAS, IPC has certain retail customers in Idaho (“Idaho Customers”) that are
currently served via transmission and/or distribution facilities that are included in the OTEC
System; and
WHEREAS, IPC desires to use the OTEC System to facilitate IPC delivering Energy to
the Idaho Customers, and OTEC desires to deliver such Energy to IPC; and
WHEREAS, IPC desires to compensate OTEC for transmitting and delivering the Energy
to IPC;
NOW THEREFORE, in consideration of the mutual representations, covenants and
agreements as set forth in this Agreement, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:
ARTICLE 1
DEFINITIONS
1.1 “Abnormal or Out of Limit Operating Condition” means any condition on the
Interconnection Facilities, OTEC System or the transmission system of other entities that is outside
nominal operating parameters such that facilities are operating outside their nominal ratings or
reasonable operating limits have been exceeded, but the condition has not resulted in an
Emergency. An Abnormal or Out of Limit Operating Condition may include, but is not limited to,
high or low deviations in voltage, frequency, power factor, equipment temperature, equipment
pressures, and other equipment and operating parameters.
EXHIBIT D
WHEELING AGREEMENT - Page 2
46653.0015.4931-0884-1103.1
1.2 “Agreement” means this Wheeling Agreement between IPC and OTEC, including all
Exhibits attached hereto, as the same may be amended, supplemented, or modified in accordance
with its terms.
1.3 “Business Day” means any day on which commercial banks are open for business in
Oregon, but does not include any day that is a Saturday, Sunday or a statutory holiday in the State
of Oregon.
1.4 “Casualty” means any damage to or destruction of all or any portion of the OTEC System
as a result of fire (including fire caused by lightning), wind, hail, ice, snow, hurricane, tornado,
freezing, earthquake, earth movement, flood or other act of God, acts of terrorism, civil
insurrection, riots, strikes, labor disturbances, vandalism or any event beyond the reasonable
control of OTEC which exceeds Five Hundred Thousand Dollars ($500,000) per occurrence.
1.5 “Contract Capacity” means the maximum capacity of Energy, expressed in MW or kW,
that OTEC agrees to make available for wheeling services to IPC under this Agreement for Energy
from Facilities, as set out in Exhibit 1.
1.6 “Delivery Point(s)” means the physical location(s) on the OTEC System identified in
Exhibit 3 at which OTEC will deliver Energy to IPC.
1.7 “Effective Date” has the meaning set forth in the opening paragraph.
1.8 “Emergency” means a condition or situation that: (A) presents an imminent physical threat
of danger to life or a significant threat to health or property; or (B) could cause imminent
significant disruption on or significant damage to the Interconnection Facilities, OTEC System or
the facilities and equipment of OTEC, IPC or its retail customers.
1.9 “Energy” means electrical energy, expressed in MWh or kWh, transmitted pursuant to this
Agreement.
1.10 “Facility” or “Facilities” has the meaning set forth in the recitals of this Agreement.
1.11 “FERC” means the Federal Energy Regulatory Commission. “FERC Accounts” means the
FERC Uniform System of Accounts prescribed for Public Utilities and Licensees (Class A and
Class B). References to a specific FERC account number shall mean the number in effect as of
the Effective Date and any successor account number.
1.12 “Governmental Body” means any: (a) nation, state or province; (b) municipal or other
political subdivision of any nation, state or province; and (c) agency, commission, department,
board, bureau, official, minister, tribunal or court (whether national, state, provincial, local, foreign
or multinational) exercising the executive, legislative, judicial, regulatory or administrative
functions of a nation, state or province or any municipal or other political subdivision thereof.
1.13 “Idaho Customers’ Capacity” means, for each month, the highest kW usage of Wheeling
Service in any hour at each Delivery Point for Idaho Customers. Idaho Customers are identified in
Exhibit 2.
EXHIBIT D
WHEELING AGREEMENT - Page 3
46653.0015.4931-0884-1103.1
1.14 “IPC” has the meaning set forth in the introductory paragraph of this Agreement and
includes its permitted successors and assigns.
1.15 “Interconnection Facilities” means the equipment, lines, switches, protection systems and
related facilities required to connect the Facilities described in Exhibit 1 to the OTEC System.
1.16 “Losses” means the difference between Energy received at the Receipt Point(s) and Energy
delivered at the Delivery Point(s), attributable to physical losses on the OTEC System.
1.17 “Metering Point(s)” means the point(s) at which the amount of Energy delivered to the
Receipt Point is measured.
1.18 “NERC” means the North American Electric Reliability Council or any successor
organization.
1.19 “OTEC” has the meaning set forth in the introductory paragraph of this Agreement and
includes its permitted successors and assigns.
1.20 “OTEC System” means the transmission, distribution and interconnection facilities,
including any System Upgrades, owned, operated or controlled by OTEC, including those that are
necessary to deliver the Energy from the Receipt Point(s) to the Delivery Point(s).
1.21 “Party” or “Parties” has the meaning set forth in the introductory paragraph of this
Agreement.
1.22 “Person” means any natural individual, corporation, partnership, limited liability company,
joint venture, association, bank, trust company, trust or other entity, whether or not a legal entity,
or any Governmental Body.
1.23 “Power Purchase Agreement” and “PPAs” have the meaning set forth in the recitals of this
Agreement.
1.24 “Prudent Utility Practices” means the practices, methods or acts which, in the exercise of
reasonable judgment in light of the facts known at the time the decision was made, could have
been expected to be used by a prudent, skilled and experienced owner or operator engaged in the
ownership, operation, and maintenance of electric utility assets of similar type, size and function
in the United States, in a manner consistent with good engineering practices, reliability, safety and
expedition, while acting in accordance with applicable laws, governmental approvals and
applicable codes and standards. “Prudent Utility Practices” is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to be a spectrum of
reasonable and prudent practices, methods, standards, and procedures.
1.25 “Receipt Point(s)” means the physical locations on the OTEC System identified in Exhibit
3 at which OTEC will receive Energy for ultimate transmission to IPC.
1.26 “Service” or “Wheeling Service” means the transmission and/or distribution of Energy
from the Receipt Point(s) to the Delivery Point(s) pursuant to this Agreement.
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1.27 “Tax” means any taxes, levies, charges, fees, duties or other assessments in the nature of
taxes of any kind whatsoever imposed by any Taxing Authority, including income, gross receipts,
license, payroll, excise, stamp, occupation, windfall profits, capital stock, ad valorem, value added,
franchise, withholding, social security, real or personal property, sales, use, goods and services,
transfer, or alternative or add-on minimum tax, and including any interest, penalties or additions
thereto. “Taxing Authority” means the Governmental Body responsible for the administration of
any Tax.
1.28 “WECC” means the Western Electricity Coordinating Council or successor organization.
ARTICLE 2
TERM; SCOPE
2.1 Term. The term of this Agreement will commence on the Effective Date and continue in
full force until such time as all of the PPAs in Exhibit 1 and Idaho Customers in Exhibit 2 have
been removed from the Agreement such that IPC no longer receives Wheeling Service under this
Agreement, at which time this Agreement will terminate.
2.2 Survival. Expiration or termination of this Agreement shall not relieve either Party of any
of its liabilities and obligations arising hereunder prior to the date of expiration or when
termination becomes effective. Upon expiration or termination of this Agreement, each Party shall
be responsible for any costs associated with the operation and maintenance of any facilities owned
by it.
2.3 Regulatory Framework. This Agreement is subject to and will be interpreted in accordance
with: (a) all applicable laws, rules and regulations of any Governmental Body or regulatory
authority having jurisdiction, including the FERC, NERC and WECC; and (b) OTEC’s applicable
regulatory body, from time to time.
ARTICLE 3
WHEELING SERVICE
3.1 Provision of Service.
3.1.1 Subject to the terms of this Agreement, OTEC will provide Wheeling Service such
that it:
(a) receives Energy at the Receipt Point(s);
(b) transmits such Energy over the OTEC System; and
(c) delivers the resulting Energy, net of applicable Losses, at the Delivery Point(s).
3.1.2 OTEC will make available to IPC Wheeling Service in amounts equal to (a) the
aggregate Contract Capacity of the unexpired PPAs for Facilities specified in Exhibit 1, and (b)
the amounts necessary to serve the Idaho Customers in Exhibit 2; as both Exhibits may be revised
from time to time, subject to:
(a) OTEC System operating limits, planned or unplanned outages, and maintenance;
(b) curtailment, interruption or reduction as provided in this Agreement; and
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(c) any limitations imposed by a Governmental Body, other regulator or applicable
law.

3.2 Payment for Service. Subject to the terms of this Agreement, including, specifically,
Section 5.1.2 and Exhibits 1 and 2, IPC will pay OTEC for the Wheeling Service on a monthly
basis:
(a) IPC will pay OTEC for Wheeling Service for PPAs based on the Contract Capacity
of the unexpired PPAs for Facilities specified in Exhibit 1, as it may be revised,
multiplied by the applicable Wheeling Service rate specified on Exhibit 1.
(b) IPC will pay OTEC for Wheeling Service for Idaho Customers specified in Exhibit
2, as it may be revised, based on the Idaho Customers’ Capacity for that month
multiplied by the applicable Wheeling Service rate specified on Exhibit 2.

3.3 No Title Transfer. OTEC does not take title to, nor assume any ownership interest in, the
Energy transmitted under this Agreement. Title to and risk of loss of such Energy remains with
IPC or IPC’s suppliers and buyers, as applicable.
3.4 Curtailment. OTEC may temporarily curtail receipt and delivery of Energy in response to
Abnormal or Out of Limit Operating Conditions or Casualty events. OTEC shall use reasonable
efforts to provide IPC with prior notice of any such temporary curtailment. If prior notice is not
given, OTEC shall, upon request, provide IPC written documentation after the fact explaining the
circumstances of the temporary curtailment.
3.5 Revisions to Exhibits 1 and 2 and Reductions to Wheeling Service. IPC may request to
reduce or remove Contract Capacity for unexpired PPAs for Facilities listed in Exhibit 1, or may
request to remove Idaho Customer(s) from Exhibit 2 if it no longer requires such Wheeling Service,
by submitting a request in writing to OTEC at least 30 days prior to the effective date of the
requested reduction or removal. Such reductions or removal will reduce the overall Wheeling
Service provided by OTEC and paid for by IPC. PPAs will automatically be removed from
Wheeling Service upon the expiration of the PPA listed in Exhibit 1 and such automatic removal
does not require any written request by IPC or revision to Exhibit 1.
ARTICLE 4
CONTINUING OBLIGATIONS AND RESPONSIBILITIES
4.1 Limitations on Services.
4.1.1 Other Services. This Agreement does not obligate either Party to provide, or entitle
either Party to receive, any service not expressly provided for herein. Each Party is responsible for
making the arrangements necessary for it to receive any other service that it may desire from the
other Party or any third party.
4.1.2 Use of Service. IPC will use Wheeling Service only for the lawful transmission of
Energy tendered by the Facilities from the Receipt Point(s) to the Delivery Point(s) and to serve
Idaho Customers that are served via the OTEC System.
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4.1.3 No Unauthorized Resale. IPC will not resell or re-market the Wheeling Service
itself to third parties except as expressly permitted herein or with OTEC’s prior written consent
and any necessary regulatory approvals.
4.1.4 Compliance with Laws. IPC is solely responsible for obtaining and maintaining any
licenses, permits, regulatory approvals, or market participation arrangements required for its
procurement, sale or use of Energy in connection with this Agreement.
4.2 Operation and Maintenance.
4.2.1 Operation and Maintenance. OTEC will operate and maintain the OTEC-owned
Interconnection Facilities and the OTEC System in a safe and efficient manner and in accordance
with applicable standards, codes and Prudent Utility Practices.
4.2.2 OTEC’s costs charged to IPC and payable by IPC to OTEC, for operation and
maintenance of the OTEC System, shall be included in Wheeling Rates described in Exhibits 1
and 2, and Idaho Power shall not be charged any other costs for operation and maintenance of the
OTEC System.
4.2.3 Notification of Limiting Conditions on OTEC System. OTEC will notify IPC of
any condition that restricts or limits the ability of the OTEC System to deliver all of the Energy to
the Delivery Point(s). Such notification will occur via telephone to the operational contacts listed
in Exhibit 5.
4.3 Emergency Procedures.
4.3.1 Notification. OTEC will provide IPC with prompt notification by telephone of any
Emergency regarding the OTEC System or OTEC-owned Interconnection Facilities that may
affect IPC’s receipt of Energy, and IPC will provide OTEC with prompt notification by telephone
of any Emergency regarding IPC-owned equipment that may affect OTEC’s operations. Such
notification shall indicate the nature of the Emergency, the Emergency’s expected effect on the
operation of IPC’s or OTEC’s facilities and operations, the Emergency’s expected duration and
the corrective action to be taken. Such notification by telephone will be made to the operational
contacts listed in Exhibit 5.
4.3.2 Actions by Parties. If a Party determines in its good faith judgment that an
Emergency exists, such Party shall take whatever action that may be reasonable and necessary,
consistent with Prudent Utility Practices, to prevent, avoid or mitigate the Emergency. Temporary
disconnection shall continue only so long as reasonably necessary under Prudent Utility Practices.
4.4 Abnormal or Out of Limit Operating Condition Procedures.
4.4.1 Notification. Each Party will provide prompt notification, electronically and/or by
telephone, of any Abnormal or Out of Limit Operating Condition or Casualty event and the
expected duration and the corrective action to be taken with respect to the notifying Party’s
facilities.
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4.4.2 Mitigation or Elimination. To the extent necessary, each Party agrees to cooperate
and coordinate with the other Party in taking corrective measures that are reasonable, necessary
and within its control to mitigate or eliminate the Abnormal or Out of Limit Operating Condition
or Casualty event, including, but not limited to, temporary disconnection of one or more Facilities
from the OTEC System or adjusting operation of equipment, provided such measures are
consistent with Prudent Utility Practices and do not require operation of any of the Parties’
facilities outside their operating parameters.
4.5 Communications and Metering.
4.5.1 General. The Parties acknowledge that metering, communication (including but not
limited to Supervisory Control and Data Acquisition) and other equipment has been installed to
provide service and visibility to both Idaho Customers and the Facilities. OTEC will operate and
maintain any meters, communication, or other equipment that is included in the OTEC system.
The costs of such operation and maintenance that are allocable to IPC are included in the Wheeling
Rates described in Exhibits 1 and 2. OTEC will operate and maintain any meters, communication,
or other equipment that are included in OTEC Interconnection Facilities. The costs of such
operation and maintenance are addressed in the applicable Generation Interconnection Agreement.
If new metering, communication, or other equipment is determined to be necessary to provide
Wheeling Service to Idaho Customers, the cost responsibility for such equipment, including any
administration, operation, testing, and calibration, will be mutually agreed at that time.
4.5.2 Use of Metering or Communication Equipment. IPC shall have the right to access
and read meters physically or via electronic or data communication. IPC shall have the right to use
voice, electronic, data, or other communication channels or equipment to issue dispatch signals to
Facilities when necessary under the PPA. OTEC may request IPC issue dispatch signals to
Facilities to address operating conditions under the Generator Interconnection Agreements and
IPC will issue such signals. Such request may be made by telephone to the operational contacts in
Exhibit 5.
4.5.3 Communications. IPC and OTEC shall each maintain satisfactory operating
communications with the other’s representative, as designated by each Party, including but not
limited to, voice, electronic or data communication. Operational communications shall be
activated and maintained under, but not limited to, the following events: system paralleling or
separation, scheduled and unscheduled shutdowns, and equipment clearances.
4.6 Information and Record Keeping Obligations and Audit Rights.
4.6.1 Record-Keeping Obligations. Each Party shall maintain such records as required
by WECC, NERC, FERC or successor organization and this Agreement. All data, documents, or
other materials relating to or substantiating any charges to be paid by or to OTEC or IPC, as the
case may be, shall be maintained for a minimum period of seven years from the date that such
records are gathered. Neither Party shall use the accounts or records of the other Party without the
express written consent of the other Party unless such use is permitted by this Agreement or
required by law.
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4.6.2 Audit Rights. Each Party shall have the right, within seven years following a
calendar year, to audit the other Party’s records pertaining to this Agreement wherever such
records are maintained, provided 30 calendar days written notice is given prior to any audit, and
provided further that the audit will be limited to, those portions of such records that relate to
services provided under this Agreement.
4.7 Responsibility for Safety of Employees, etc. The Parties agree to be solely responsible for
and assume all liability for the safety and supervision of their own employees, agents,
representatives, and subcontractors.
4.8 Compliance with Applicable Laws. All work performed by either Party that could be
expected to affect the operations of the other Party will be performed in accordance with all
applicable laws, rules and regulations pertaining to the safety of persons or property, including
without limitation, compliance with the safety regulations and standards adopted under the
Occupational and Safety Health Act of 1970, as amended from time to time, the National Electrical
Safety Code, as amended from time to time, and Prudent Utility Practices.
ARTICLE 5
BILLING PROCEDURES
5.1 Billing Procedures.
5.1.1 Invoices. With respect to any costs and expenses for which a Party is entitled to be
paid under this Agreement, such Party (the “invoicing Party”) must submit an invoice to the other
Party at the start of each calendar month.
5.1.2 Payment. Payment of invoiced amounts will be due and payable within 15 business
days after receipt of the invoice, or such other time as the Parties mutually agree. All payments
will be made in immediately available funds payable to the invoicing Party or by wire transfer to
a bank account specified by the invoicing Party. If any portion of any invoice remains unpaid 15
business days after the receipt of the invoice, or such other time as the Parties mutually agreed
upon, the invoicing Party will apply to the unpaid balance, and the other Party shall pay an interest
charge calculated at the legal rate of interest.
5.1.3 Disputes. If a Party disputes any portion of an invoice, the disputing Party shall
notify the invoicing Party in writing of any such dispute and the reason therefore. No invoice may
be disputed after such time as a Party’s audit rights have expired. Parties shall settle billing disputes
in accordance with this Agreement. In the event of a billing dispute, each Party agrees to continue
to perform its duties and obligations under this Agreement as long as the other Party continues to
make all undisputed payments. Disputed payment resolution amounts shall bear interest at the legal
rate of interest for the period from the date of the invoice to the date of payment resolution.
5.1.4 Payment Not a Waiver. Payment of invoices by a Party will not relieve such Party
from any responsibilities or obligations it has under this Agreement, nor will it constitute a waiver
of any claims such Party may have under this Agreement.
5.2 Regulatory Changes. If any change in the Wheeling Service rates or regulatory
requirements becomes effective during the Term, OTEC may adjust the charges under this
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Agreement to reflect such changes, consistent with Exhibit 4, effective as of the date required or
permitted by the regulator.
5.3 Setoff. Except as required by law, neither Party may set off or net any amounts owed under
this Agreement against amounts owed under any other agreement without the other Party’s prior
written consent.
5.4 Responsibility for Taxes. Each Party is responsible for its own income, franchise and
similar Taxes. IPC will be responsible for all sales, use, excise, energy, transmission, or other
transaction based Taxes, charges or assessments imposed on the Wheeling Service or Energy
transmitted for IPC’s account, except to the extent applicable law clearly allocates such Taxes to
OTEC.
5.5 Tax Exemptions. If IPC claims any exemption or reduced rate for Taxes, IPC will provide
OTEC with all required exemption certificates or documentation reasonably acceptable to OTEC
and the applicable Taxing Authority. OTEC will not be required to honor any claimed exemption
until such documentation is received and accepted.
5.6 Reimbursement. If OTEC is required to pay any Taxes, charges or assessments that are the
responsibility of IPC under this Agreement, IPC will reimburse OTEC promptly upon demand.
ARTICLE 6
CONFIDENTIALITY
6.1 General. Unless compelled to disclose by judicial or administrative process or other
provisions of law or as otherwise provided for in this Agreement, each Party will hold in
confidence any and all documents and information furnished under an explicit written claim of
confidentiality by the other Party in connection with this Agreement. To the extent either Party is
required by law or administrative process to release or disclose such information to a third party,
such Party shall advise the third party of the confidentiality provisions of this Agreement and use
its best efforts to require said third party to agree in writing to comply with such provisions.
6.2 Exempt Information and Documents. The Parties’ confidentiality obligations set forth in
Section 6.1 shall not apply to information or documents that are: (A) generally available to the
public other than as a result of disclosure by a Party (the “disclosing Party”) to the other Party; (B)
available to a Party on non-confidential basis prior to disclosure by the disclosing Party; or (C)
available to a Party on a non-confidential basis from a source other than the disclosing Party,
provided that the source is not known and, by reasonable effort, could not be known by the Party
receiving such information or documents to be bound by a confidentiality agreement with the
disclosing Party or otherwise prohibited from transmitting the information to the Party receiving
such information or documents by a contractual, legal or fiduciary obligation.
6.3 Notification. Each Party will promptly notify the other Party if it receives notice or
otherwise concludes that the production of any confidential information or documentation
furnished by the disclosing Party and subject to Section 6.1 is being sought under any provision of
law or regulation. The notifying Party shall have no obligation to oppose or object to any attempt
to obtain such production except to the extent requested to do so by the disclosing Party and at the
disclosing Party’s expense. If either Party desires to object or oppose such production, it must do
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so at its own expense. The disclosing Party may request a protective order to prevent any
confidential information from being made public.
6.4 Use of Information or Documentation. Each Party may use information or documentation
otherwise subject to Section 6.1 in an administrative agency or court of competent jurisdiction
addressing any dispute arising under this Agreement, subject to a confidentiality agreement or a
protective order binding all participants including, if applicable, any arbitrator.
6.5 Remedies Regarding Confidentiality. The Parties agree that monetary damages by
themselves will be inadequate to compensate a Party for the other Party’s breach of its obligations
under this Article 6. Each party accordingly agrees that the other Party is entitled to equitable
relief, by way of injunction or otherwise, if it breaches or threatens to breach its obligations under
this Article 6.
ARTICLE 7
TERMINATION AND DEFAULT
7.1 Default. A Party will be in default under this Agreement if, at any time:
7.1.1 The Party fails to make any payment due the other Party in accordance with this
Agreement and does not make such payment to the other Party within 30 calendar days after
receiving written notice from the other Party of such failure; or
7.1.2 The Party: (1) (a) fails to comply with, observe or perform any material term or
condition of this Agreement; (b) any material representation or warranty made herein by the Party
fails to be true and correct in all material respects; or (c) fails to provide to the other Party
reasonable written assurance of its ability to perform fully and completely any of its material duties
and responsibilities under this Agreement within 30 calendar days after receiving a reasonable
request for such assurances from the other Party; and (2): (a) fails to correct or cure the situation
described in subpart (1) above within 30 calendar days after receiving written notice from the other
Party; or, if the situation cannot be completely corrected or cured within such 30-day period, (b)
fails to either: (i) commence diligent efforts to correct or cure the situation within such 30-day
period or (ii) completely correct or cure the situation within 90 calendar days after receiving
written notice from the other Party.
7.2 Remedies upon Default. If a Party is in default under this Agreement, the other Party may:
(A) act to terminate this Agreement by providing written notice of termination to the defaulting
Party with fourteen (14) days’ notice, and/or (B) take whatever action at law or in equity as may
appear necessary or desirable to enforce the performance or observance of any rights, remedies,
obligations, agreements or covenants under this Agreement.
7.3 Remedies Cumulative. No remedy conferred by any of the provisions of this Agreement is
intended to be exclusive of any other remedy and each and every remedy shall be cumulative and
shall be in addition to every other remedy given hereunder or now or hereafter existing at law or
in equity or by statute or otherwise. The election of any one or more remedies shall not constitute
a waiver of the right to pursue other available remedies.
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ARTICLE 8
FORCE MAJEURE
8.1 General. Neither Party shall be considered to be in default or breach of this Agreement or
liable in damages or otherwise responsible to the other Party, due to any delay in or failure to carry
out any of its obligations under this Agreement, if the Party is unable to perform or is prevented
from performing by an event of Force Majeure, as such term is defined in Section 8.2.
Notwithstanding the foregoing, neither Party may claim an event of Force Majeure for any delay
or failure to perform or carry out any provision of this Agreement to the extent that such Party has
been negligent or engaged in intentional misconduct or failed to exercise reasonable foresight and
such negligence or intentional misconduct or failure to exercise reasonable foresight contributed
to that Party’s delay or failure to perform or carry out its duties and obligations under this
Agreement. All performance obligations affected by the event of Force Majeure will be extended
for a period equal to the length of the resulting delay.
8.2 Force Majeure Defined. “Force Majeure” means those events beyond the reasonable
control of the Party claiming Force Majeure that, through the exercise of reasonable foresight and
Prudent Utility Practices, that Party could not have avoided and that, by exercise of due diligence,
that Party is unable to overcome. Such events include, but are not limited to, the following: flood;
lightning strikes; ice storm; tsunami; earthquake; fire; hurricane; tornado; war; invasion; riot; civil
disturbance; sabotage; explosion; insurrection; military or usurped power; strike; labor dispute;
restraint by any court order or Governmental Body, or any civil or military authority de facto or
de jure; act of God; or any other event or cause of a similar nature.
8.3 Procedures. A Party claiming Force Majeure must:
8.3.1 Give written notice to the other Party of the occurrence of a Force Majeure event
as soon as possible after learning of the occurrence of such an event;
8.3.2 Use due diligence to resume performance or the provision of service hereunder as
soon as practicable;
8.3.3 Take all commercially reasonable actions, subject to Prudent Utility Practices, to
correct or cure the Force Majeure event; provided, however, that settlement of strikes or other
labor disputes are completely within the sole discretion of the Party affected by such strike or labor
dispute;
8.3.4 Exercise all reasonable efforts to mitigate or limit damages to the other Party; and
8.3.5 Provide prompt written notice to the other Party of the cessation of the adverse
effect of the Force Majeure event on its ability to perform its obligations under this Agreement.
ARTICLE 9
LIMITATIONS ON LIABILITY AND INDEMNIFICATION
9.1 Liability. Neither Party shall be liable for money damages or other compensation to the
other Party for actions or omissions taken in performing its obligations under this Agreement,
except to the extent such act or omission is found to result from the Party’s gross negligence,
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intentional misconduct, or fraudulent acts, and in such circumstances the Party shall only for the
amount of direct damage actually incurred by the other Party. Direct damages for the purposes of
this Section 9.1 include any costs, penalties, or damages that IPC incurs under its PPAs or damages
from claims from Idaho Customers as a result of OTEC’s actions or omissions under this
Agreement. Neither Party may seek to enforce any claims against the directors, members,
shareholders, officers, employees or agents of the other party solely by reason of their status as
directors, members, shareholders, officers, employees or agents. In no event shall either Party be
liable to the other Party for any incidental, consequential, punitive, special, exemplary or indirect
damages, loss of revenues or profits, arising out of, or connected in any way with the performance
or non-performance under this Agreement, except as authorized by this Agreement. Nothing in
this Article 9 shall limit or modify the obligations, remedies, or liabilities set forth in Section 7.2.
9.2 Indemnification. Except to the extent limited by law, each Party (“Indemnifying Party”)
shall at all times indemnify, defend, and save the other Party (“Indemnified Party”) harmless from
and against, any and all damages, losses, claims, including claims and actions relating to injury to
or death of any person or damage to property, demands, suits, recoveries, costs and expenses, court
costs, attorney fees, and all other obligations by or to third parties, arising out of or resulting from
the Indemnifying Party’s performance of obligations under this Agreement, except in cases of
gross negligence or intentional wrongdoing by Indemnified Party.
9.3 Notice. If either Party receives notice of the commencement of any legal action relating to
or arising out of the operation of the Facility, the Interconnection Facilities, or OTEC System that
may affect the other Party, the Party so notified shall promptly inform the other Party of the
commencement of such legal action. Failure to so inform the other Party shall not relieve either
Party of any liability or obligations to the other Party.
9.4 No Duty to Non-Parties. Nothing in this Agreement shall be construed to create any duty,
standard of care or liability to any person not a party to this Agreement.
9.5 No Public Dedication. No undertaking by either Party to the other Party under any
provision of this Agreement shall constitute the dedication of that Party’s electrical system,
equipment, or facilities or any portion thereof to the other Party or to the public.
9.6 Survival. Each Party’s obligations under this Article 9 will survive expiration, cancellation
or early termination of this Agreement.
ARTICLE 10
MISCELLANEOUS
10.1 Construction. Any reference to a contract, instrument or other document as of a given date
means the contract, instrument or other document as amended, supplemented and modified from
time to time through such date. All preamble, recital, article, section, paragraph, annex, exhibit
and schedule references are to the preambles, recitals, articles, sections, paragraphs, annexes,
exhibits and schedules of this Agreement unless otherwise specified. All references herein to a
“Party” or “Parties” are to a party or parties to this Agreement unless otherwise specified. The
headings contained in this Agreement are for convenience of reference only and will not affect the
meaning or interpretation of this Agreement. All references herein to “dollars” or “$” are to United
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States dollars. All references herein to any period of days will mean the relevant number of
calendar days unless otherwise specified. When calculating the period of time before which, within
which or following which, any act is to be done or step taken pursuant to this Agreement, the date
that is the reference date in calculating such period will be excluded. If the last day of such period
is a non-Business Day, the period in question will end on the next succeeding Business Day. Words
in the singular will be held to include the plural and vice versa. Words of one gender will be held
to include the other genders as the context requires. The terms “hereof,” “herein,” “hereunder,”
“hereto” and “herewith” and words of similar import will, unless otherwise stated, be construed to
refer to this Agreement and not to any particular provision of this Agreement. The term “date
hereof” and words of similar import mean the Effective Date of this Agreement set forth in the
Preamble. The word “including” and words of similar import when used in this Agreement will
mean “including, without limitation,” unless otherwise specified. The word “or” will not be
exclusive. Unless otherwise required by the context in which they appear, the terms “shall” and
“will” are used interchangeably. Any accounting term used in this Agreement will have, unless
otherwise specifically provided herein, the meaning customarily given such term in accordance
with GAAP. The Parties acknowledge and agree that each has negotiated and reviewed the terms
of this Agreement, assisted by such legal and tax counsel as they desired, and has contributed to
its revisions. The Parties further agree that the rule of construction that any ambiguities are
resolved against the drafting Party will be subordinated to the principle that the terms and
provisions of this Agreement will be construed fairly as to all Parties and not in favor of or against
any Party.
10.2 Entire Agreement. This Agreement (including any Exhibits or other appendices attached
hereto) constitutes the entire agreement between the Parties and supersedes any prior
understandings, agreements or representations by or between the Parties, written or oral, to the
extent that they relate in any way to the subject matter hereof.
10.3 Relationship of Parties. Nothing in this Agreement is to be construed or deemed to cause,
create, constitute, give effect to or otherwise recognize OTEC and IPC to be partners, joint
ventures, employer and employee, principal and agent or any other business association, with
respect to any matter. Unless otherwise agreed to in writing signed by both Parties, neither Party
shall have any authority to create or assume in the other Party’s name or on its behalf any
obligation, express or implied, or to act or purpose to act as the other Party’s agent or legally
empowered representative for any purpose whatsoever. Except as expressly provided for herein,
neither Party shall be liable to any third party in any way for any engagement, obligation, contract,
representation or any negligent act or omission of the other Party arising out of or relating to such
Party’s execution or performance of this Agreement.
10.4 Amendments and Waivers. No amendment of any provision of this Agreement will be valid
unless the same is in writing and signed by each Party. No waiver by any Party of any provision
of this Agreement or any default, misrepresentation or breach of representation, warranty,
covenant, obligation or agreement hereunder, whether intentional or not, will be valid unless the
same is in writing and signed by the Party making such waiver, nor will such waiver be deemed to
extend to any prior or subsequent default, misrepresentation or breach of representation, warranty,
covenant, obligation or agreement hereunder or affect in any way any rights arising by virtue of
any prior or subsequent such occurrence.
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10.5 Binding on Parties, Successors and Assigns. This Agreement will be binding upon and will
inure to the benefit of the Parties and their respective successors and permitted assigns.
10.6 OTEC Assignment Rights. OTEC may assign this Agreement to any lender or financial
institution in connection with a collateral assignment of this Agreement for financing or
refinancing purposes or to any entity(ies) that acquires ownership or control of all, or substantially
all, of the OTEC System and agrees in writing to be bound by all of the obligations and duties of
OTEC in this Agreement. Except as otherwise provided above in this Section, OTEC may not
assign this Agreement, or any of its rights, interests or obligations arising hereunder, without the
prior written consent of IPC, which consent shall not be unreasonably withheld or delayed.
10.7 IPC Assignment Rights. Except as otherwise provided in this Section, IPC may not assign
this Agreement or any of its rights, interests or obligations arising hereunder, without the prior
written consent of OTEC, which consent shall not be unreasonably withheld or delayed. IPC may,
with only prior written notice to OTEC, assign, transfer, pledge or otherwise dispose of its rights
and interests under this Agreement to any lender or financial institution in connection with a
collateral assignment of this Agreement for financing or refinancing purposes; any affiliate of IPC;
any entity(ies) that acquires all, or substantially all, of IPC’s rights or interests in the Facilities and
agrees in writing to be bound by all of the obligations and duties of IPC provided for in this
Agreement; or any entity that operates one or more of the Facilities. OTEC agrees to execute and
deliver such documents as may be reasonably necessary to accomplish any such assignment,
transfer, pledge or disposition of rights. Such assignment, transfer, pledge or disposition of rights
shall not relieve IPC or any subsequent assignor of liability under this Agreement.
10.8 Governing Law. This Agreement and all disputes and controversies hereunder will be
governed by and construed in accordance with the domestic laws of the State of Oregon without
giving effect to any choice or conflict of law provision or rule (whether of the State of Oregon or
any other jurisdiction) that would cause the application of the laws of any jurisdiction other than
the State of Oregon.
10.9 Counterpart Execution Permitted. This Agreement may be executed and delivered by each
Party in separate counterparts, each of which when so executed and delivered will be deemed an
original and all of which taken together will constitute one and the same Agreement.
10.10 Delivery by Electronic Transmission. This Agreement and any amendments hereto, to the
extent signed and delivered by means of .PDF or other electronic transmission, will be treated in
all manner and respects as an original contract and will be considered to have the same binding
legal effects as if it were the original signed version thereof delivered in person. At the request of
any Party, the other Party will re-execute original forms thereof and deliver them to the other Party.
No Party will raise the use of a .PDF or other electronic transmission to deliver a signature or the
fact that any signature or contract was transmitted or communicated through the use of a .PDF or
other electronic transmission as a defense to the formation of a contract and each such Party forever
waives any such defense.
10.11 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms
EXHIBIT D
WHEELING AGREEMENT - Page 15
46653.0015.4931-0884-1103.1
and provisions hereof or the validity or enforceability of the offending term or provision in any
other situation or in any other jurisdiction.
10.12 Expenses. Except as otherwise specifically provided herein, all costs and expenses,
including attorneys’ fees and expenses, arising from or incident to the negotiation and execution
of this Agreement will be borne by the Party incurring such costs and expenses.
10.13 No Third-Party Beneficiaries. This Agreement will not confer any rights or remedies upon
any Person other than the Parties and their respective successors and permitted assigns.
10.14 Waiver of Jury Trial. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT
TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR THE TRANSACTIONS.
[signature page follows]
EXHIBIT D
Signature Page to Wheeling Agreement
46653.0015.4931-0884-1103.1

IN WITNESS HEREOF, this Agreement has been duly executed by the Parties hereto.
Idaho Power Company

By _________________________________
(print name) __________________________
Title: ________________________________
Oregon Trail Electric Consumers Cooperative,
Inc.

By __________________________________
(print name) ___________________________
Title: _______________________________

EXHIBIT D
Exhibit 1 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 1 – Wheeling Service for Facilities with PPAs
PURPA Name Size (kW)
Receipt
Point Wheeling Facilities
Contract
expiration date
Interconnecting
Voltage
Combined
Wheeling Rate
Monthly Wheeling
Charge
Open Range Solar
Center, LLC
10,000 ADRN013 OTEC distribution line served from OTEC
substation but IPC transmission
10/12/2036 12.5kV $2.63 $26,300.00
Vale Air Solar Center, LLC 10,000 VALE012 OTEC distribution line served from IPC
Substation
11/9/2036 12.5kV $1.81 $18,100.00
Grove Solar Center,
LLC
6,000 HOPE011 OTEC distribution line served from OTEC
substation and OTEC transmission
10/22/2036 12.5kV $3.38 $20,280.00
Hyline Solar Center,
LLC
9,000 HOLY014 OTEC distribution line served from OTEC
substation but IPC transmission
11/19/2036 12.5kV $2.63 $23,670.00
Railroad Solar Center,
LLC
4,500 CARO011 OTEC distribution line served from IPC
substation and IPC transmission
12/6/2036 12.5kV $1.81 $8,145.00
Thunderegg Solar Center, LLC 10,000 NYSA015 OTEC distribution line served from IPC
substation and IPC transmission
11/29/2036 12.5kV $1.81 $18,100.00
Ontario Solar Center 3,000 ONTO024 OTEC distribution line served from IPC
substation and IPC transmission
3/29/2040 12.5kV $1.81 $5,430.00
Vale I Solar 3,000 JMSN011 OTEC distribution line served from OTEC
substation and OTEC transmission
7/1/2040 12.5kV $3.38 $10,140.00
Brush Solar 2,750 UNTY012 OTEC distribution line served from OTEC
substation and OTEC transmission
12/26/2039 12.5kV $3.38 $9,295.00
Morgan Solar 3,000 CARO011 OTEC distribution line served from IPC
substation and IPC transmission
4/22/2040 12.5kV $1.81 $5,430.00
Lime Wind Energy 3,000 HGTN012 OTEC distribution line served from OTEC
substation
12/9/2031 12.5kV $2.63 $7,890.00

Monthly Total $152,780
Annual Total $1,833,360

EXHIBIT D
Exhibit 1 - Page 2
46653.0015.4931-0884-1103.1
Other Charges:
• Other charges, as specified in the Agreement, will be billed to IPC as they are incurred by OTEC.
Real Power Losses:
• The Parties agree that Losses between the Facility and the Delivery Point(s) are initially estimated to be ___________________
percent. If at any time during the Term of this Agreement OTEC determines that this loss estimate does not correctly reflect the
actual kWh losses attributed to the electrical equipment between the Facility and the Delivery Point(s), then OTEC shall notify
IPC of the actual real power loss calculation and OTEC shall, on the next billing statement to IPC, adjust the transmission rates
established above to reflect actual real power losses.
• Either IPC or OTEC may initiate a request to review the loss estimate as needed throughout the term of this agreement. If either
Party initiates such a request, the Parties will review the loss estimate and it may be adjusted as necessary.

EXHIBIT D
Exhibit 2 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 2 – Wheeling Service for Idaho Customers
Idaho Customer Identification Wheeling Facilities
Interconnecting
Voltage
Combined
Wheeling Rate per kW
per month
OIDA-011 OTEC OIDA-011 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-012 OTEC NYSA-012 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-013 OTEC NYSA-013 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
NYSA-014 OTEC NYSA-014 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
CARO-012 OTEC CARO-012 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
ONTO-023 OTEC ONTO-023 distribution primary line served from IPC
substation and IPC transmission
12.5kV $ 1.81
JNVY-011 OTEC JNVY-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
JNVY-012 OTEC JNVY-012 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
HGTN-011 OTEC HGTN-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
HGTN-012 OTEC HGTN-012 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63
PNCK-011 OTEC PNCK-011 distribution primary line served from
OTEC substation and IPC transmission
12.5kV $ 2.63

Other Charges:
• Other charges, as specified in the Agreement, will be billed to IPC as they are incurred by
OTEC.

EXHIBIT D
Exhibit 3 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 3 – Receipt and Delivery Points
Receipt Point(s):
For Wheeling Service for PPAs, Receipt Points are listed in Exhibit 1.
For Wheeling Service for Idaho Customers, Receipt Points may be any of the following:
Point Location
1) Ore-Ida The point in IPC's Ore-Ida substation where the 12.5kV facilities of
OTEC and IPC are connected
2) Nyssa The point in IPC's Nyssa substation where the 12.5kV facilities of
OTEC and IPC are connected
3) Cairo The point in IPC's Cairo substation where the 12.5kV facilities of
OTEC and IPC are connected
4) Ontario The point in IPC's Ontario substation where the 12.5kV facilities of
OTEC and IPC are connected
5) Jordan Valley The point in OTEC's Jordan Valley substation where the 69kV
facilities of OTEC and IPC are connected
6) Huntington The point in OTEC's Huntington substation where the 138kV
facilities of OTEC and IPC are connected
7) Pine Creek The point in IPC's Pine Creek substation where the 12.5kV facilities
of OTEC and IPC are connected

Delivery Point(s):
For Wheeling Service for PPAs, Delivery Points may be any of the following:
Point Location
1) Ore-Ida The point at the state line on OIDA-011 where the 69kV facilities of
OTEC and IPC are connected
2) Nyssa The points at the state line on NYSA-012, NYSA-013, and NYSA-014
where the 12.5kV facilities of OTEC and IPC are connected
3) Cairo The point at the state line on CARO-012 where the 12.5kV facilities of
OTEC and IPC are connected
4) Ontario The point on ONTO-023 where the 12.5kV facilities of OTEC and IPC
are connected
5) Jordan Valley The points at the state line on JNVY-011 and JNVY-012 where the
12.5kV facilities of OTEC and IPC are connected
6) Huntington The points at the state line on HGTN-011 and HGTN-012 where the
12.5kV facilities of OTEC and IPC are connected
7) Pine Creek The point on PNCK-011 where the 12.5kV facilities of OTEC and IPC
are connected

For Wheeling Service for Idaho Customers, Delivery Points are as listed in Exhibit 2.
EXHIBIT D
Exhibit 4 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 4 – General Wheeling Rates and Process for Changes to Wheeling Rate

Wheeling Rates as of Effective Date
Wheeling Facilities
Interconnecting
Voltage
Combined
Wheeling Rate
OTEC distribution line served from IPC substation 12.5kV $ 1.81
OTEC distribution line served from OTEC substation and OTEC transmission 12.5kV $ 3.38
OTEC distribution line served from OTEC substation but IPC transmission 12.5kV $ 2.63
Wheeling across OTEC substation only served from OTEC transmission 12.5kV $ 1.56
Wheeling across OTEC substation only served from IPC transmission 12.kV $ 0.82

Process for Changes to Wheeling Rates
OTEC shall update Wheeling Rates upon conducting a new Cost of Service Study in the ordinary
course of business when updating its base electric rates. The Wheeling Rates will be updated in
the Cost of Service Study process by updating the cost of service input factors based on actual
values at such time which determine the Wheeling Rates in a manner consistent with the
determination of Wheeling Rates pursuant to this Agreement. Updating the cost of service input
factors will include:
• Updating the Rate Base of electric facilities in service at each Service Level,
including Transmission, Distribution Substation, Distribution Primary, and
Distribution Secondary.
• Updating the Rate of Return based on the OTEC weighted average cost of capital
as determined in the Cost of Service Study.
EXHIBIT D
Exhibit 5 - Page 1
46653.0015.4931-0884-1103.1
Exhibit 5 – Operational Contacts
IPC Contact for Operational Notices:
Real-Time System Operations Contact:
For notices regarding curtailments, emergencies, or any other operating conditions:
Telephone:
Email:
Other General Contact:
Load Serving Operations
Telephone:
Email: [e-mail]

OTEC Contact for Operational Notices:
Real-Time System Operations Contact:
For notices regarding curtailments, emergencies, or any other operating conditions:
Telephone:
Email:
Other General Contact:

Telephone:
Email:

4914-3412-4175.2
Exhibit E
Form of Territory Allocation Agreement
See attached.
Exhibit E

TERRITORY ALLOCATION AGREEMENT - 1
46653.0015.4911-4944-9359.1
TERRITORY ALLOCATION AGREEMENT
This Territory Allocation Agreement (“Agreement”) is entered into by and between Oregon
Trail Electric Consumers Cooperative, Inc. dba Oregon Trail Electric Cooperative (“OTEC”), and
Idaho Power Company (“Idaho Power”), each hereinafter sometimes referred to as a “Party” or
together as the “Parties.”
RECITALS
WHEREAS, OTEC and Idaho Power are each engaged in the sale of electricity to retail customers
located within exclusive service territories allocated to them by the Public Utility Commission of
Oregon (the “Commission”); and
WHEREAS, the exclusive service territories of OTEC and Idaho Power include areas that are
adjacent to each other in Baker County, Grant County, Harney County, and Malheur County, Oregon;
and
WHEREAS, ORS 758.410 allows utilities to enter into agreements to allocate territory and
customers and to designate which territories and customers are to be served by each utility; and
WHEREAS, OTEC and Idaho Power wish to modify their respective service territories such that
OTEC will annex Idaho Power’s entire exclusive service territory in the State of Oregon (“Annexed
Territory”); and
WHEREAS, a map and the legal descriptions [PLACEHOLDER] of the Annexed Territory, Idaho
Power’s Oregon exclusive service territory, and OTEC’s exclusive service territory are attached as
Exhibit A; and
WHEREAS, subject to Commission approval, OTEC and Idaho Power further wish to permanently
transfer the Annexed Territory from Idaho Power’s exclusive service territory to OTEC’s exclusive
service territory; and
WHEREAS, a map and legal description [PLACEHOLDER] of OTEC’s exclusive service territory
and the Annexed Territory is attached as Exhibit B; and
WHEREAS, on or about [Date], OTEC and Idaho Power, in order to ensure safe and reliable electric
service in the Annexed Territory, entered into an “Asset Purchase Agreement” in which OTEC will
purchase certain of Idaho Power’s assets necessary to service the Annexed Territory as described
therein. A copy of the Asset Purchase Agreement is attached hereto as Exhibit C; and
WHEREAS, the Parties, in furtherance of the Policy of Oregon as stated in ORS 758.405, believe
that allocating the territories and customers as provided for in this Agreement will 1) eliminate or
avoid unnecessary duplication of utility facilities, 2) will promote the efficient and economic use and
development and the safety of operation of the utility systems of the Parties, and 3) provide adequate
and reasonable service to the Annexed Territory.
ACCORDINGLY, OTEC and Idaho Power hereby desire to enter into this Agreement pursuant to
DR

TERRITORY ALLOCATION AGREEMENT - 2
46653.0015.4911-4944-9359.1
ORS 758.410 so that OTEC and Idaho Power can more efficiently serve customers within the
Annexed Territory as provided for in this Agreement, and to complete the transactions contemplated
by this Agreement on the terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants, promises, and releases set forth
herein, and the recitals stated above which are incorporated into this Agreement as is fully set forth
herein, the Parties agree as follows.
AGREEMENT
1) Effective Date. This Agreement shall become effective upon the Closing (as defined in the
Asset Purchase Agreement), (“Effective Date”); provided, that this Agreement may not
become effective without the approval by the Commission of the Asset Purchase Agreement
and the approval of the transactions and regulatory treatment by the Idaho Public Utilities
Commission; provided, further, that Section 2 of this Agreement shall be enforceable only
upon approval of this Agreement by the Commission pursuant to ORS 758.415.
2) Allocation of Annexed Territory. Subject to all terms and conditions of this Agreement, and
upon approval by the Commission, the Parties hereby agree as follows:
a) Parties Agree to Transfer Annexed Territory. The Annexed Territory shall be
permanently transferred from Idaho Power’s exclusive service territory to OTEC’s
exclusive service territory.
b) Joint Petition for Commission Approval. As soon as practicable following the
execution of this Agreement by both Parties, the Parties shall jointly petition the
Commission to approve the agreed-upon transfer of the Annexed Territory in
accordance with ORS 758.415 to 758.425.
c) Service to Current and Future Customers in Annexed Territory. Upon Commission
approval of such transfer, OTEC shall have the exclusive right and obligation to
provide retail electric service to all current and any future customers that may be
located within the Annexed Territory, including the obligation to construct, own,
operate, and maintain any necessary electric facilities. Idaho Power shall have no right
or obligation to provide retail electric service to such customers located in the
Annexed Territory.
3) Compliance with ORS 758.405. The Parties believe that allocating the territories and
customers as provided for in this Agreement will: (1) eliminate or avoid unnecessary
duplication of utility facilities; (2) will promote the efficient and economic use and
development and the safety of operation of the utility systems of the Parties; and (3) provide
adequate and reasonable service to the Annexed Territory as described more fully below.
a) Elimination or Avoidance of Unnecessary Duplication of Utility Facilities.
The Parties believe that this Agreement will eliminate or avoid the unnecessary
duplication of utility facilities by creating a unified service territory across four
DR

TERRITORY ALLOCATION AGREEMENT - 3
46653.0015.4911-4944-9359.1
Oregon counties which are geographically adjacent to the Oregon territory currently
served by OTEC. By allowing OTEC to also serve the Annexed Territory, OTEC will
be able to use common assets to reduce the need for redundant capital investment that
would be required for both OTEC and Idaho Power to serve customers in service
territories adjacent to each other. Allowing OTEC to serve the Annexed Territory will
also provide operations and maintenance expense savings for OTEC to more
efficiently serve customers in both its existing service territory and the Annexed
Territory.
The Parties agree that allowing OTEC to serve the Annexed Territory will also avoid
unnecessary duplication of existing interconnected facilities currently serving the
Annexed Territory. Based on OTEC and Idaho Power’s review of utility facilities
serving the Annexed Territory, it became apparent that certain substations and
transmission lines were only necessary for Idaho Power to safely and efficiently
operate and serve its exclusive territory. The Annexed Territory will cost-effectively
maintain full functionality and redundancy as compared to the separate and
independent systems configuration of OTEC and Idaho Power. By eliminating the
use of these necessary Idaho Power assets to serve Oregon customers, operations and
maintenance expense, as well as capital replacement investment, will be reduced for
the Annexed Territory in comparison to the separate systems configuration that exists
prior to approval of the territory allocation and asset sale. No additional lines,
substations or other electric facilities are necessary to continue service in the Annexed
Territory. In addition, there will be no stranded investments as part of the territory
allocation and asset sale because Idaho Power will continue to use any assets that are
not included in the Asset Sale for its Idaho customers. Using fewer facilities to serve
the Annexed Territory and surrounding OTEC service territory will lead to synergies
in planning processes, lower capital investment, lower repair and maintenance costs,
and reduced labor duplication, which will benefit OTEC’s members in the Annexed
territory and beyond.
b) Promotion of Efficient and Economic Use and Development and Safety of Operation of
the Utility Systems.
Allowing OTEC to serve the Annexed Territory in addition to its adjacent Oregon
service territory will help promote efficiencies through economies of scale. The
combined operations can reduce per-unit costs for generation, transmission, and
distribution, which will benefit OTEC’s members in the Annexed Territory and its
current members.
OTEC’s current facilities and employees are close to certain areas in the Annexed
Territory (including outlying areas in Baker County, Harney County, Western
Malheur County), which will help reduce outage and emergency response time while
efficiency utilizing current service centers and equipment located in OTEC’s Oregon
service territory.
OTEC will also operate a service center in the Annexed Territory that will uniformly
benefit both OTEC’s current members and members in the Annexed Territory. The
DR

TERRITORY ALLOCATION AGREEMENT - 4
46653.0015.4911-4944-9359.1
Oregon based service center will stock an inventory of commonly used materials and
supplies to provide faster access to those components in outage situations and help
foster the efficient repair and maintenance of utility facilities in the Annexed Territory.
Further, local utility crews will be based out of the new service center to speed outage
response and provide for a local workforce in the Oregon communities as compared
to dispatching crews from an Idaho based utility.
Existing OTEC members and future members in the Annexed Territory will benefit
from this Agreement through economies of scale and system redundancy. Both OTEC
and Idaho Power outperform national industry safety and reliability standards, and the
Agreement will ensure unified safety standards and training across the unified Oregon
territory, reducing risks and improving emergency response time.
c) Provision of Adequate and Reasonable Service to the Annexed Territory.
OTEC has a long history of providing safe and reliable service to its members, which
will include the Annexed Territory under this Agreement. OTEC is a non-profit,
member owned electric cooperative operating under cooperative principles. These
principles include a concern for community which drives local investment through
charitable contributions, scholarships and workforce development programs, capital
credits, and support of community events. Through this Agreement, members across
OTEC’s service territory, including the Annexed Territory, will benefit from uniform
service standards, including consistent reliability, pricing, and customer support.
Expanding OTEC’s Oregon service territory to include the Annexed Territory will
also give OTEC the opportunity to increase availability of resources to invest in
modernization, renewables, and smart grid technologies that will benefit OTEC’s
current customers and customers in the Annexed Territory.
4) Purchase of Assets. The parties acknowledge and agree that the “Asset Purchase Agreement”
dated [Insert Date], entered into between OTEC and Idaho Power, is hereby incorporated into
this Agreement by reference. The Asset Purchase Agreement governs the sale and transfer of
certain assets located within the territory allocated to OTEC under this Agreement. All terms,
conditions, representations, warranties, and covenants contained in the Asset Purchase
Agreement shall be deemed part of this Agreement to the extent they relate to the assets and
territory described herein. The Asset Purchase Agreement is attached hereto as Exhibit C.
5) No Impact on Remainder of Service Territories. Except as expressly provided herein with
respect to the Annexed Territory, nothing in this Agreement shall affect either Party’s rights
and responsibilities to provide electric service to any other current or future customers located
in their respective service territories.
6) OTEC Representations and Warranties:
a) Organization and Powers of OTEC. OTEC is an Oregon cooperative corporation,
duly organized and legally existing under the laws of the State of Oregon. OTEC has
all necessary corporate power and authority to own, lease and operate its properties
and assets and to carry on its business as now conducted and as proposed to be
DR

TERRITORY ALLOCATION AGREEMENT - 5
46653.0015.4911-4944-9359.1
conducted.
b) Authority Relative to Agreement. OTEC has the power and authority to execute and
deliver this Agreement and to consummate the transaction contemplated herein. This
Agreement has been duly and validly authorized, executed and delivered in
accordance with the requirements of applicable law and constitutes the valid and
binding obligation of OTEC enforceable in accordance with its terms, except as
enforcement may be limited by Commission approval pursuant to ORS 758.415,
applicable bankruptcy, insolvency, reorganization, moratorium or similar laws
affecting the enforcement of creditors’ rights generally and except that the availability
of the equitable remedies of specific performance and injunctive relief are subject to
the discretion of the court before which any proceeding may be brought.
c) Governmental Authorization. Except for the approval of the Commission pursuant to
ORS 758.415, and approval by OTEC board of directors, no declaration, filing or
registration with, or notice to, or authorization, consent, or approval of, any
governmental or regulatory body or authority is necessary for the execution and
delivery of this Agreement by OTEC or the consummation by OTEC of the
transactions contemplated by this Agreement.
d) Non-Contravention; Approvals. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate, conflict with,
or result in a breach of, any provision of, or constitute a default under, or result in the
termination of, any note, bond, mortgage, indenture, deed of trust, contract, lease, or
other instrument, obligation, or agreement of any kind to which OTEC is now a party.
7) Idaho Power Representations and Warranties:
a) Organization and Powers of Idaho Power. Idaho Power is an Idaho corporation duly
organized and legally existing under the laws of the State of Idaho. Idaho Power has
all necessary corporate power and authority to own and operate its properties and
assets and to carry on its business as now conducted and as proposed to be conducted.
b) Authority Relative to Agreement. Idaho Power has the power and authority to execute
and deliver this Agreement and to consummate the transactions contemplated herein.
This Agreement has been duly and validly authorized, executed, and delivered in
accordance with the requirements of applicable law and constitutes the valid and
binding obligation of Idaho Power enforceable in accordance with its terms, except as
enforcement may be subject to Commission approval pursuant to ORS 758.415, or
limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar
laws affecting the enforcement of creditors’ rights generally and except that the
availability of the equitable remedies of specific performance and injunctive relief are
subject to the discretion of the court before which any proceeding may be brought.
c) Governmental Authorization. Except for approval of the Commission pursuant to
ORS 758.415, no declaration, filing, or registration with, or notice to, or authorization,
consent, or approval of, any governmental or regulatory body or authority is necessary
DR

TERRITORY ALLOCATION AGREEMENT - 6
46653.0015.4911-4944-9359.1
for the execution and delivery of this Agreement by Idaho Power or the consummation
by Idaho Power of the transactions contemplated by this Agreement.
d) Non-Contravention; Approvals. The execution and delivery of this Agreement and the
consummation of the transactions contemplated hereby will not violate, conflict with,
or result in a breach of, any provision of, or constitute a default under, or result in the
termination of any note, bond, mortgage, indenture, deed of trust, contract, lease, or
other instrument, obligation, or agreement of any kind to which Idaho Power is now
a party.
8) Commercially Reasonable Efforts. OTEC and Idaho Power shall each use commercially
reasonable efforts to effectuate the transactions contemplated by this Agreement and to fulfill
all of the conditions of its obligations hereunder, and will do all such acts and things as may
be reasonably required to carry out its obligations hereunder and to consummate and complete
this Agreement
9) Amendment. This Agreement may be amended only by an instrument in writing executed by
the Parties that expressly refers to this Agreement and states that it is an amendment hereto.
10) Waiver. Any of the terms or conditions of this Agreement may be waived only in writing
signed by the Party entitled to the benefit of such terms or conditions. A waiver of any term
or condition of this Agreement in one instance shall not constitute a waiver of any other term
or condition of this Agreement or in any other instance.
11) Choice of Law. This Agreement is subject to, and shall be construed under, the laws of the
State of Oregon, exclusive of conflict of law provisions.
12) Prevailing Party Costs. If a Party commences an action against the other Party because of a
breach by that Party of its obligations under this Agreement, or any documents executed in
consummation with the transaction contemplated by this Agreement, the prevailing Party in
any such action shall be entitled to recover from the losing Party its expenses, including
reasonable attorneys’ fees, incurred in connection with the prosecution or defense of such
action, and any appeal thereof.
13) Notices. All written notices, requests, demands, and other communications given by a Party
to the other pursuant to this Agreement shall be deemed to have been given when hand
delivered, or two (2) business days after deposit into the United States mail, to the following
addresses:
If to OTEC, addressed to it at:

Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
DR

TERRITORY ALLOCATION AGREEMENT - 7
46653.0015.4911-4944-9359.1
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
And

Cable Huston, LLP
1455 SW Broadway, Suite 1500
Portland, OR 97201-3412
Attention: Chad Stokes
Email: [e-mail]

If to Idaho Power, addressed to it at:

Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
14) Final Agreement. This Agreement, and the Exhibits attached hereto, constitutes the final
agreement between the Parties hereto and supersedes all prior agreements and understandings,
oral and written, between the Parties with respect to the subject matter hereof.
15) Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective and valid under applicable law. If any provision of this
DR

TERRITORY ALLOCATION AGREEMENT - 8
46653.0015.4911-4944-9359.1
Agreement is held to be prohibited by, or invalid under, applicable law, then such provision
shall be construed as nearly as possible to give effect to the original intent of the Parties.
16) No Third-Party Beneficiaries. Nothing expressed or implied in this Agreement is intended or
shall be construed to confer upon or give to any person other than the Parties hereto any rights
or remedies under, or by reason of, this Agreement or any transaction contemplated herein.
17) Execution. This Agreement may be executed electronically and in two or more counterparts,
each of which will for all purposes be deemed to be an original and both of which will
constitute one and the same instrument.

(The Following Page is the Signature Page)
Exhibit E

TERRITORY ALLOCATION AGREEMENT – Signature Page
46653.0015.4911-4944-9359.1

OREGON TRAIL ELECTRIC IDAHO POWER COMPANY
CONSUMERS COOPERATIVE, INC.

By: By:

Its: Its:

Date: Date:

4914-3412-4175.2
Exhibit F-1
Form of Transition Services Agreement
See attached.
Exhibit F-1
TRANSITION SERVICES AGREEMENT
by and between
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
and
IDAHO POWER COMPANY,
dated as of
[●], 202[ ]

TABLE OF CONTENTS
Page
Exhibit F-1-2
ARTICLE 1 SERVICES ................................................................................................................ 3
Section 1.01 Provision of Services ..................................................................... 3
Section 1.02 Standard of Service ........................................................................ 4
Section 1.03 Third Party Service Providers ........................................................ 5
Section 1.04 Access to Premises ......................................................................... 5
ARTICLE 2 COMPENSATION ................................................................................................... 5
Section 2.01 Responsibility for Wages and Fees ................................................ 5
Section 2.02 Terms of Payment and Related Matters ......................................... 6
Section 2.03 Extension of Services. .................................................................... 7
Section 2.04 Terminated Services....................................................................... 7
Section 2.05 Invoice Disputes............................................................................. 7
Section 2.06 No Right of Setoff. ......................................................................... 7
Section 2.07 Taxes. ............................................................................................. 7
ARTICLE 3 TERMINATION ....................................................................................................... 8
Section 3.01 Termination of Agreement. ............................................................ 8
Section 3.02 Breach. ........................................................................................... 8
Section 3.03 Insolvency. ..................................................................................... 8
Section 3.04 Effect of Termination. .................................................................... 8
Section 3.05 Force Majeure. ............................................................................... 8
ARTICLE 4 CONFIDENTIALITY ............................................................................................... 9
Section 4.01 Confidentiality. .............................................................................. 9
ARTICLE 5 INDEMNIFICATION; LIMITATION ON LIABILITY ......................................... 9
Section 5.01 Indemnification. ............................................................................. 9
Section 5.02 Limitation on Liability. ................................................................ 11
ARTICLE 6 MISCELLANEOUS ............................................................................................... 11
Section 6.01 Notices. ........................................................................................ 11
Section 6.02 Headings. ..................................................................................... 13
Section 6.03 Severability. ................................................................................. 13
Section 6.04 Entire Agreement. ........................................................................ 13
Section 6.05 Successors and Assigns................................................................ 13
Section 6.06 No Third-Party Beneficiaries. ...................................................... 13
Section 6.07 Amendment and Modification; Waiver. ...................................... 13
Section 6.08 Governing Law. ........................................................................... 14
Section 6.09 Waiver of Jury Trial. .................................................................... 14
Section 6.10 Counterparts. ................................................................................ 14
Section 6.11 Delivery by Electronic Transmission........................................... 14

Exhibit F-1-3
TRANSITION SERVICES AGREEMENT
This TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered
into as of [●], 202[ ] (“Effective Date”), by and between Oregon Trail Electric Consumers
Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric Cooperative
(“Buyer”), and Idaho Power Company, an Idaho corporation (“Seller,” and together with Buyer,
the “Parties”).
RECITALS
WHEREAS, Buyer and Seller have entered into that certain Asset Purchase Agreement,
dated as of [●], 2026 (the “Purchase Agreement”), pursuant to which Seller has agreed to sell and
assign to Buyer, and Buyer has agreed to purchase and assume from Seller, the Acquired Assets
and Assumed Liabilities, respectively (both as defined in the Purchase Agreement), all as more
fully described therein;
WHEREAS, in order to ensure an orderly transition of the Business (as defined in the
Purchase Agreement) to Buyer and as a condition to consummating the transactions contemplated
by the Purchase Agreement, Buyer and Seller have agreed to enter into this Agreement, pursuant
to which Seller will provide, or cause its Affiliates to provide, Buyer with certain services, in each
case on a transitional basis and subject to the terms and conditions set forth herein; and
WHEREAS, capitalized terms used herein and not otherwise defined shall have the
meaning ascribed to such terms in the Purchase Agreement.
AGREEMENT
In consideration of the foregoing and the Parties’ respective representations, warranties,
covenants, obligations and agreements set forth herein, and intending to be legally bound hereby,
and for other good and valid consideration, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
ARTICLE 1
SERVICES
Section 1.01 Provision of Services.
(a) Seller agrees to provide, or to cause its Affiliates to provide, the services
(the “Services”) set forth on the schedules attached hereto (as such schedules may be amended or
supplemented pursuant to the terms of this Agreement, collectively, the “Service Schedules”) to
Buyer for the respective periods and on the terms and conditions set forth in this Agreement and
in the respective Service Schedules.
(b) Notwithstanding the contents of the Service Schedules, Seller agrees to
respond in good faith to any reasonable request by Buyer for access to any additional services that
have been historically provided by Seller or its Affiliates in connection with the Acquired Assets
that are necessary for the operation of the Business and which are not currently contemplated in
the Service Schedules, at a price to be agreed upon after good faith negotiations between the Parties

Exhibit F-1-4
in accordance with the cost structure set forth in Exhibit A. Any such additional services so
provided by Seller shall constitute Services under this Agreement, shall be documented in an
additional Service Schedule signed by Seller and Buyer, and be subject in all respects to the
provisions of this Agreement as if fully set forth on a Service Schedule as of the date hereof.
(c) The Parties acknowledge the transitional nature of the Services.
Accordingly, as promptly as practicable following the execution of this Agreement, Buyer shall
use commercially reasonable efforts to make a transition of each Service to its own internal
organization or to obtain alternate third-party sources to provide the Services.
(d) Subject to Section 2.03, Section 2.04 and Section 3.05, the obligations of
Seller under this Agreement to provide Services shall terminate with respect to each Service on
the end date specified in the applicable Service Schedule (the “End Date”); provided, however, the
obligations of Seller under this Agreement to provide Services shall not extend beyond 36 months
from the Effective Date. Notwithstanding the foregoing, the Parties acknowledge and agree that
Buyer may determine from time to time that it does not require all the Services set out on one or
more of the Service Schedules or that it does not require such Services for the entire period up to
the applicable End Date. Accordingly, Buyer may terminate any Service, in whole and not in part,
upon 30 days’ prior notification to Seller in writing of any such determination (unless such notice
is waived in writing by Seller in its sole discretion). Buyer shall pay Seller any non-recoverable
Out-of-Pocket Costs (defined in Section 2.02(a)) incurred by Seller because of any such
termination.
Section 1.02 Standard of Service.
(a) Seller shall provide the Services in good faith and, in all material respects,
in accordance with Law, in a manner generally consistent with the historical provision of the
Services and with the same standard of care as historically provided. Subject to Section 1.03, Seller
agrees to assign sufficient resources and qualified personnel as are reasonably required to perform
the Services in accordance with the standards set forth in the preceding sentence.
(b) EXCEPT AS EXPRESSLY SET FORTH IN SECTION 1.02(a), THE
SERVICES ARE PROVIDED “AS-IS” AND SELLER MAKES NO (AND HEREBY
DISCLAIMS ALL) REPRESENTATIONS AND WARRANTIES OF ANY KIND, IMPLIED,
EXPRESS, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES,
INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY
WARRANTIES IMPLIED FROM A COURSE OF DEALING, COURSE OF PERFORMANCE,
OR USAGE OF TRADE. BUYER ACKNOWLEDGES AND AGREES THAT THIS
AGREEMENT DOES NOT CREATE A FIDUCIARY RELATIONSHIP, PARTNERSHIP,
JOINT VENTURE, OR RELATIONSHIP OF TRUST OR AGENCY BETWEEN THE PARTIES
AND THAT ALL SERVICES ARE PROVIDED BY SELLER AS AN INDEPENDENT
CONTRACTOR.

Exhibit F-1-5
Section 1.03 Third Party Service Providers.
Seller shall have the right to hire third-party subcontractors to provide all or part of any
Service hereunder. Seller shall in all cases retain responsibility for the provision to Buyer of
Services to be performed by any third-party service provider or subcontractor or by any of Seller’s
Affiliates.
Section 1.04 Access to Premises.
(a) In order to enable the provision of the Services by Seller, Buyer shall provide to
Seller’s and its Affiliates’ employees and any third-party service providers or subcontractors who
provide Services, at no cost to Seller, access to the Acquired Assets, in all cases to the extent
necessary for Seller to fulfill its obligations under this Agreement.
(b) Seller agrees that all of its and its Affiliates’ employees and any third-party service
providers and subcontractors, when on the property of Buyer or when given access to any
equipment, computer, software, network, or files owned or controlled by Buyer, shall conform to
the policies and procedures of Buyer concerning health, safety, and security which are made known
to Seller in advance in writing, provided that such policies and procedures are not materially
different than the policies and procedures previously adopted by Seller for such premises or assets
before Closing (in which case Seller and its Affiliates’ employees and any third-party service
providers and subcontractors shall conform to the policies and procedures previously adopted by
Seller as to said premises or assets).
Section 1.05 Removal of Confidential or Proprietary Data or Information.
(a) During the term of this Agreement, Seller may, but shall not be required to, remove
or redact from the Acquired Assets any confidential or proprietary data or information (including,
but not limited to, equipment configurations) not required to have been delivered to Buyer pursuant
to Section 7.14 of the Purchase Agreement; provided that if the removal of any data or information
from any equipment or system would materially impair the intended functionality of such
equipment or system as manufactured, Seller shall promptly notify Buyer prior to removal and
cooperate with Buyer in a commercially reasonable manner to: (i) identify impacted functionality,
(ii) provide reasonable information about required specifications relevant to maintaining such
intended functionality (without disclosing Seller’s confidential or proprietary data or information),
and (iii) maintain or restore such functionality as fully as reasonably possible. During the term of
this Agreement, Buyer shall give Seller no less than fifteen business days’ written notice before
Buyer disposes of any Acquired Asset that has digital storage or programmable components to
allow Seller a reasonable opportunity to exercise the rights provided for in this Section 1.05.
ARTICLE 2
COMPENSATION
Section 2.01 Responsibility for Wages and Fees.
For such time as any employees of Seller or any of its Affiliates are providing the Services
to Buyer under this Agreement, (a) such employees will remain employees of Seller or such
Affiliate, as applicable, and shall not be deemed to be employees of Buyer for any purpose, and

Exhibit F-1-6
(b) Seller or such Affiliate, as applicable, shall be solely responsible for the payment and provision
of all wages, bonuses and commissions, employee benefits, including severance and worker’s
compensation, and the withholding and payment of applicable Taxes relating to such employment.
Section 2.02 Terms of Payment and Related Matters.
(a) As consideration for provision of the Services, Buyer shall pay Seller’s
actual costs, including overheads and benefits loading, consistent with Seller’s past practice,
without markup or profit margin, in accordance with the methodology set forth in Exhibit A. In
addition to any such amount, in the event that Seller or any of its Affiliates incurs reasonable and
documented out-of-pocket expenses in the provision of any Service, including, without limitation,
license fees or payments to third-party service providers or subcontractors, but excluding payments
made to employees of Seller or any of its Affiliates pursuant to Section 2.01 (such included
expenses, collectively, “Out-of-Pocket Costs”), Buyer shall reimburse Seller for all such Out-of-
Pocket Costs in accordance with the invoicing procedures set forth in Section 2.02(b). If any
license fees or payments to third-party service providers or subcontractors are for the benefit of
both Buyer and Seller, such fees or payments will be prorated based on the usage of such license
or services by Buyer and Seller for purposes of calculating the Out-of-Pocket Costs chargeable
under this Agreement.
(b) As more fully provided in the Service Schedules and subject to the terms
and conditions therein:
(i) Seller shall provide Buyer, in accordance with Section 6.01 of this
Agreement, with monthly invoices (“Invoices”), which shall set forth in reasonable detail, with
such supporting documentation as Buyer may reasonably request with respect to Out-of-Pocket
Costs, amounts payable under this Agreement; and
(ii) payments pursuant to this Agreement shall be made within thirty
(30) days after the date of receipt of an Invoice by Buyer from Seller. Any undisputed amount due
under this Agreement that remains unpaid after its due date shall bear interest from the date that
such payment became delinquent until the date such amount is paid in full at the lower of 1.5%
per month or the maximum rate permitted by law. Buyer shall pay Seller all costs and expenses of
collection (including attorneys' fees) incurred by Seller for collecting any amounts past due under
this Agreement.
(c) It is the intent of the Parties that the compensation provided for herein and
in the respective Service Schedules reasonably approximates the cost of providing the Services,
including the cost of employee wages and compensation, without any intent to cause Seller to
receive profit or incur loss. If at any time Seller believes that the payments contemplated by a
specific Service Schedule are materially insufficient to compensate it for the cost of providing the
Services it is obligated to provide hereunder, or Buyer believes that the payments contemplated by
a specific Service Schedule materially overcompensate Seller for such Services, such Party shall
notify the other Party as soon as possible, and the Parties will commence good faith negotiations
toward an agreement in writing as to the appropriate course of action with respect to pricing of
such Services for future periods.

Exhibit F-1-7
Section 2.03 Extension of Services.
The Parties agree that Seller shall not be obligated to perform any Service after the
applicable End Date. If Buyer desires and Seller agrees to continue to perform any of the Services
after the applicable End Date, the Parties shall negotiate in good faith to determine an amount that
compensates Seller for all of its costs for such performance, including the time of its employees,
overheads, and benefits loading, and its Out-of-Pocket Costs. The Services so performed by Seller
after the applicable End Date shall continue to constitute Services under this Agreement and be
subject in all respects to the provisions of this Agreement for the duration of the agreed-upon
extension period.
Section 2.04 Terminated Services.
Upon termination or expiration of any or all Services pursuant to this Agreement, or upon
the termination of this Agreement in its entirety, Seller shall have no further obligation to provide
the applicable terminated Services, and, except as expressly provided in Section 1.01(d) of this
Agreement, Buyer shall have no obligation to pay any future compensation or Out-of-Pocket Costs
relating to such Services, other than for or in respect of Services already provided in accordance
with the terms of this Agreement and received by Buyer prior to such termination.
Section 2.05 Invoice Disputes.
In the event of an Invoice dispute, Buyer shall deliver a written statement to Seller no later
than ten (10) days prior to the date payment is due on the disputed Invoice listing all disputed items
and providing a reasonably detailed description of each disputed item. Amounts not so disputed
shall be deemed accepted and shall be paid, notwithstanding disputes on other items, within the
period set forth in Section 2.02(b). The Parties shall seek to resolve all such disputes expeditiously
and in good faith. Seller shall continue performing the Services in accordance with this Agreement
pending resolution of any dispute.
Section 2.06 No Right of Setoff.
Each of the Parties hereby acknowledges that it shall have no right under this Agreement
to set off any amounts owed (or to become due and owing) to the other Party, whether under this
Agreement, the Purchase Agreement or otherwise, against any other amount owed (or to become
due and owing) to it by the other Party.
Section 2.07 Taxes.
Buyer shall be responsible for all sales or use Taxes imposed or assessed as a result of the
provision of Services by Seller.

Exhibit F-1-8
ARTICLE 3
TERMINATION
Section 3.01 Termination of Agreement.
Subject to Section 3.03, this Agreement shall terminate in its entirety (i) on the date upon
which Seller shall have no continuing obligation to perform any Services as a result of each of
their expiration or termination in accordance with Section 1.01(d) or Section 3.02, (ii) in
accordance with Section 3.03 or (iii) by mutual written agreement by the Parties.
Section 3.02 Breach.
Any Party (the “Non-Breaching Party”) may terminate this Agreement with respect to any
Service, in whole but not in part, at any time upon prior written notice to the other Party (the
“Breaching Party”) if the Breaching Party has failed (other than pursuant to Section 3.05) to
perform any of its material obligations under this Agreement relating to such Service, and such
failure shall have continued without cure for a period of fifteen (15) days after receipt by the
Breaching Party of a written notice of such failure from the Non-Breaching Party seeking to
terminate such Service. For the avoidance of doubt, non-payment by Buyer for a Service provided
by Seller in accordance with this Agreement and not the subject of a good-faith dispute shall be
deemed a breach for purposes of this Section 3.02.
Section 3.03 Insolvency.
In the event that either Party hereto shall (i) file a petition in bankruptcy, (ii) become or be
declared insolvent, or become the subject of any proceedings (not dismissed within sixty (60) days)
related to its liquidation, insolvency, or the appointment of a receiver, (iii) make an assignment on
behalf of all or substantially all of its creditors, or (iv) take any corporate action for its winding up
or dissolution, then the other Party shall have the right to terminate this Agreement by providing
written notice in accordance with Section 6.01.
Section 3.04 Effect of Termination.
Upon termination or expiration of this Agreement in its entirety pursuant to Section 3.01,
all obligations of the Parties shall terminate, except for the provisions of Section 2.02 (with respect
to amounts owing prior to termination or expiration), Section 2.04, Section 2.06, Section 2.07,
ARTICLE 4, ARTICLE 5, and ARTICLE 6, which shall survive any termination or expiration of
this Agreement.
Section 3.05 Force Majeure.
The obligations of Seller under this Agreement with respect to any Service shall be
suspended during the period and to the extent that Seller is prevented or hindered from providing
such Service, or Buyer is prevented or hindered from receiving such Service, due to any of the
following causes beyond such Party’s reasonable control, regardless of whether such causes are
foreseeable, (such causes, “Force Majeure Events”): (i) acts of God, (ii) flood, fire, or explosion,
(iii) war, invasion, riot, or other civil unrest, (iv) governmental Order or Law, (v) actions,
embargoes, or blockades in effect on or after the date of this Agreement, (vi) action by any

Exhibit F-1-9
Governmental Body, (vii) national or regional emergency, (viii) strikes, labor stoppages or
slowdowns or other industrial disturbances, (ix) shortage of adequate power or transportation
facilities, (x) pandemics, or (xi) any other event which is beyond the reasonable control of such
Party. The Party suffering a Force Majeure Event shall give notice of suspension as soon as
reasonably practicable to the other Party stating the date and extent of such suspension and the
cause thereof, and Seller shall resume the performance of its obligations as soon as reasonably
practicable after the removal of the cause. Neither Buyer nor Seller shall be liable for the
nonperformance or delay in performance of its respective obligations under this Agreement when
such failure is due to a Force Majeure Event. The applicable End Date for any Service so suspended
shall be automatically extended for a period of time equal to the time lost by reason of the
suspension.
ARTICLE 4
CONFIDENTIALITY
Section 4.01 Confidentiality.
During the term of this Agreement and thereafter, the Parties agree that the terms of the
Confidentiality Agreement will continue in full force and effect and will be applicable to all
Confidential Information (as defined in the Confidentiality Agreement) exchanged in connection
with this Agreement. For purposes of this Agreement, references to the “Review” in the
Confidentiality Agreement shall be deemed to refer to the “Discussion” as defined in the
Confidentiality Agreement, and the “Discussion” as defined in the Confidentiality Agreement shall
include the Transactions and the Services.
ARTICLE 5 INDEMNIFICATION; LIMITATION ON LIABILITY
Section 5.01 Indemnification.
(a) Buyer shall indemnify the Seller Indemnified Parties from and against any
Losses proximately caused by any Third Party Claim, resulting from or related to Seller’s entry
into or performance under this Agreement. Seller shall indemnify the Buyer Indemnified Parties
from and against any Losses proximately caused by any Third Party Claim, arising out of or
resulting from the gross negligence or willful misconduct of Seller or its Affiliates or any third
party that provides a Service to Buyer pursuant to Section 1.03 in connection with the provision
of, or failure to provide, any Services to Buyer. As used herein, (i) a “Third Party Claim” means
any Proceeding of a Third Party at any time instituted against or made upon any Indemnified Party
for which such Indemnified Party may seek indemnification under this Agreement, (ii)
“Indemnified Party” means any Person entitled to seek indemnification pursuant to this Section
5.01, (iii) “Indemnifying Party” means any Person against whom indemnification may be sought
pursuant to this Section 5.01, (iv) “Losses” means all (a) reasonable and documented out-of-pocket
assessments, levies, losses, damages, fines, and penalties, and (b) attorneys’ fees and out-of-pocket
expenses reasonably and actually incurred in investigating or defending a Third Party Claim, and
(v) “Third Party” means any Person that is neither a Party to this Agreement nor a Subsidiary or
Affiliate of any Party.

Exhibit F-1-10
(b) If any Indemnified Party desires to seek indemnification under Section 5.01(a), the
Indemnified Party will give reasonably prompt written notice to the Indemnifying Party, specifying
the facts constituting the basis for such claim and the amount, to the extent known, or a good faith
estimate of the amount of Losses asserted with respect to such claim and the method of
computation of such Losses (each such notice, a “Claim Notice”); provided, however, that the
failure of the Indemnified Party to promptly notify the Indemnifying Party will not relieve the
Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party
is materially prejudiced by such failure. If the Indemnifying Party disputes such claim for
indemnification, it will notify the Indemnified Party within 45 days after its receipt of the
applicable Claim Notice, whereupon the Indemnifying Party and the Indemnified Party will meet
and attempt in good faith to resolve their differences with respect to such claim for indemnification.
If the dispute has not been resolved within 45 days after the Indemnifying Party notifies the
Indemnified Party of its dispute under this Section 5.01(b), then the Indemnified Party may initiate
litigation in accordance with Section 11.09 of the Purchase Agreement, which is hereby
incorporated by reference into this Agreement mutatis mutandis. The Indemnified Party will have
the burden of proof in establishing its right to indemnification and the amount of Losses suffered
by such Person.
(c) The Indemnifying Party will have the right to assume the defense and control of
any Third Party Claim with counsel of its choice by providing written notice to the Indemnified
Party within 45 days after the Indemnifying Party has received notice of such Third Party Claim;
provided that the Indemnifying Party will not have the right to assume or continue control of the
defense of any Third Party Claim to the extent: (i) the Third Party Claim relates to or arises in
connection with any criminal proceeding; or (ii) the Third Party Claim only seeks an injunction or
other equitable relief against an Indemnified Party.
(d) If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to
Section 5.01(c), the Indemnifying Party may not consent to the entry of any judgment or enter into
any settlement without the prior written consent of the Indemnified Party, which consent will not
be unreasonably withheld, delayed or conditioned, except that no such consent will be required if
(i) the sole relief provided is monetary damages (including any expenses and fees), (ii) the
settlement does not entail any admission of liability on the part of any Indemnified Party, and (iii)
the settlement includes an unconditional release of the Indemnified Party(ies) from all liability
with respect to such Third Party Claim.
(e) If the Indemnifying Party assumes the defense of a Third Party Claim pursuant to
Section 5.01(c), then the Indemnified Party will be entitled to participate in the defense of such
claim at its own expense.
(f) If the Indemnifying Party does not timely assume the defense of a Third Party
Claim after receipt of notice of such Third Party Claim from the Indemnified Party pursuant to
Section 5.01(b), then the Indemnified Party may defend against such claim in such manner as it
deems reasonably appropriate and is consistent with the provisions hereof. The Indemnified Party
may not settle such claim without the written consent of the Indemnifying Party, which consent
will not be unreasonably withheld, delayed or conditioned.

Exhibit F-1-11
(g) The Indemnified Party will cooperate in good faith and in all respects with the
Indemnifying Party and its representatives (including its counsel) in the investigation, negotiation,
settlement, trial or defense of any Third Party Claim (and any appeal arising therefrom), including
by making records and personnel reasonably available to the Indemnifying Party. The Parties will
cooperate with each other in any notifications to and information requests of any insurers.
(h) In no event will any Indemnified Party be entitled to indemnification for the same
Losses from more than one source. The Indemnified Parties will not be entitled to recover any
Losses relating to any matter arising under, or any facts and circumstances relating to or arising
out of, a provision of this Agreement to the extent that the Indemnified Parties have already
recovered Losses with respect to such matter pursuant to another provision of this Agreement or
any other Transaction Agreement. If a state of facts exists that would allow an Indemnified Party
to seek recovery under both this Agreement on the one hand, and another Transaction Agreement,
on the other hand, then such Indemnified Party only may seek recovery for Losses under this
Agreement or such other Transaction Agreement, as applicable.
(i) Each Indemnified Party will use, and will cause all other Indemnified Parties to use,
commercially reasonable efforts to mitigate all Losses upon and after becoming aware of any event
that would reasonably be expected to give rise to Losses, including by (i) making and diligently
pursuing all claims under and collecting all amounts recoverable under any applicable insurance
policies (other than self-insurance policies), indemnification agreements, Contracts and other
similar rights for all Losses to the extent such Losses are covered by such insurance policy,
indemnification agreement, Contract or similar right of such Indemnified Party, (ii) incurring costs
only to the minimum extent necessary to remedy any breach or remediate any other situation, and
(iii) refraining from taking any action that might give rise to, or otherwise encouraging or
soliciting, any Third Party Claim.
Section 5.02 Limitation on Liability.
In no event shall Seller have any liability under any provision of this Agreement for any
punitive, incidental, consequential, special, or indirect damages, including loss of future revenue
or income, loss of business reputation, or opportunity relating to the breach or alleged breach of
this Agreement, or diminution of value or any damages based on any type of multiple, whether
based on statute, contract, tort, or otherwise, and whether or not arising from the other Party’s sole,
joint, or concurrent negligence, strict liability, criminal liability, or other fault. Buyer
acknowledges that the Services to be provided to it hereunder are subject to, and that its remedies
under this Agreement are limited by, the applicable provisions of Section 1.02, including the
limitations with respect to the Services.
ARTICLE 6
MISCELLANEOUS
Section 6.01 Notices.
All Invoices, notices, requests, demands and other communications permitted or required
to be given or delivered hereunder will be delivered in writing by email and shall be deemed
conclusively to have been given or delivered (a) if sent by email at or before 5:00 p.m. Mountain

Exhibit F-1-12
Time on a Business Day, then on such Business Day and (b) if sent by email after 5:00 p.m.
Mountain Time on a Business Day or at any time on a day that is not a Business Day, then on the
immediately following Business Day; provided, however, that any such notice, request, demand
or other communication delivered by email that has not been confirmed or acknowledged in
writing via email by the applicable recipient will only be effective if such notice, request, demand
or other communication is also delivered by hand, deposited in the United States mail, postage
prepaid, registered or certified mail, or delivered by nationally recognized private courier on or
before three Business Days after its delivery by email. All notices, requests, demands and other
communications permitted or required to be given or delivered hereunder will be addressed as
follows:
(a) If to Buyer, addressed to it at:
Oregon Trail Electric Cooperative
4005 23rd St.
Baker City, OR 97814
Attention: Les Penning, Chief Executive Officer
Email: [e-mail]
with a copy (which will not constitute notice) to:
Hawley Troxell Ennis & Hawley LLP
877 W. Main Street, Suite 200
Boise, ID 83702
Attention: Ron Williams
Email: [e-mail]
(b) If to Seller, addressed to it at:
Idaho Power Company
c/o IDACORP, Inc.
1221 W Idaho Street
Boise, Idaho 83702
Attention: Cheryl W. Thompson, Corporate Secretary
Email: [e-mail]
with a copy (which will not constitute notice) to:
Perkins Coie LLP
1301 Second Avenue, Suite 4200
Seattle, Washington 98101
Attention: Andrew Moore; Jeff Beuche
Email: [e-mail]; [e-mail]
Either Party may change the address to which notices, requests, demands, claims and other
communications hereunder are to be delivered by giving the other Party notice in the manner set
forth in this Section 6.01.

Exhibit F-1-13
Section 6.02 Headings.
The headings in this Agreement are for reference only and shall not affect the interpretation
of this Agreement.
Section 6.03 Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any
jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or
provision of this Agreement or invalidate or render unenforceable such term or provision in any
other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or
unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the Parties as closely as possible in a mutually acceptable manner in order
that the transactions contemplated hereby be consummated as originally contemplated to the
greatest extent possible.
Section 6.04 Entire Agreement.
This Agreement, including all Service Schedules, and the Confidentiality Agreement
constitute the sole and entire agreement of the Parties to this Agreement with respect to the subject
matter contained herein and supersede all prior and contemporaneous understandings and
agreements, both written and oral, with respect to such subject matter. In the event and to the extent
that there is a conflict between the provisions of this Agreement and the provisions of the Purchase
Agreement as it relates to the Services hereunder, the provisions of this Agreement shall control.
Section 6.05 Successors and Assigns.
This Agreement shall be binding upon and shall inure to the benefit of the Parties and their
respective successors and permitted assigns. Neither Party may assign its rights or obligations
hereunder without the prior written consent of the other Party, which consent shall not be
unreasonably withheld or delayed. No assignment shall relieve the assigning Party of any of its
obligations hereunder.
Section 6.06 No Third-Party Beneficiaries.
Except as otherwise provided in Article 5, this Agreement is for the sole benefit of the
Parties and their respective successors and permitted assigns and nothing herein, express or
implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit,
or remedy of any nature whatsoever, under or by reason of this Agreement.
Section 6.07 Amendment and Modification; Waiver.
This Agreement may only be amended, modified, or supplemented by an agreement in
writing signed by each Party hereto. No waiver by any Party of any of the provisions hereof shall
be effective unless explicitly set forth in writing and signed by the Party so waiving. No failure to
exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement
shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any

Exhibit F-1-14
right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power, or privilege.
Section 6.08 Governing Law.
This Agreement and all disputes and controversies hereunder will be governed by and
construed in accordance with the domestic laws of the State of Oregon without giving effect to
any choice or conflict of law provision or rule (whether of the State of Oregon or any other
jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of
Oregon.
Section 6.09 Waiver of Jury Trial.
EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY
JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.
Section 6.10 Counterparts.
This Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall be deemed to be one and the same agreement. A signed
copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission
shall be deemed to have the same legal effect as delivery of an original signed copy of this
Agreement.
Section 6.11 Delivery by Electronic Transmission.
This Agreement and any amendments hereto, to the extent signed and delivered by means
of .PDF or other electronic transmission, will be treated in all manner and respects as an original
contract and will be considered to have the same binding legal effects as if it were the original
signed version thereof delivered in person. At the request of any Party, the other Party will re-
execute original forms thereof and deliver them to the other Party. No Party will raise the use of a
.PDF or other electronic transmission to deliver a signature or the fact that any signature or contract
was transmitted or communicated through the use of a .PDF or other electronic transmission as a
defense to the formation of a contract and each such Party forever waives any such defense
[Signatures on Following Pages]

Signature Page to Transition Services Agreement

Exhibit F-1-15
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
BUYER:
OREGON TRAIL ELECTRIC CONSUMERS
COOPERATIVE, INC.
By:___________________________________
Name:
Title:

Signature Page to Transition Services Agreement

Exhibit F-1-16

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
SELLER:
IDAHO POWER COMPANY
By:_______________________
Name:
Title:

Exhibit F-1-17
Exhibit A
Cost Methodology

Seller Personnel Support:
Buyer to pay actual cost of Seller employee wages plus all employment, labor and benefit related
personnel loadings. The current Seller personnel loading rate is 84% to be multiplied and added
to the base hourly wage. Seller employee wages are adjusted annually for all employees and
updated during the year for certain employees that have not reached the top of their respective
pay grade. The personnel loading rate will be updated periodically and may be adjusted annually.

Seller pays 1.5x for scheduled/regular overtime and 2x hourly wage for restoration overtime
labor. Personnel loadings will only be applied to the base wage component of the overtime labor
as outlined in the examples below.

Other non-labor costs:
Buyer to pay actual costs for the following expenses associated with Services as applicable:
• Equipment
• Vehicles
• Materials
• Purchased services
• Rentals
• Business meals/lodging

Examples
The following examples are the costs for calendar year 2026 for top-of-grade employees in the
respective positions.

1. Straight time labor
Lineman (Trouble Work): $65.03/hr *(1+0.84 personnel loading) =
$119.66//hr
Stations Apparatus Technician: $62.53/hr *(1+0.84 personnel loading) =
$115.06/hr

2. Scheduled/regular overtime (1.5x base wage)
Lineman (Trouble Work): $65.03/hr *(1+ 0.84 personnel loading + 0.5 OT) =
$152.17/hr
Stations Apparatus Technician: $62.53/hr * (1+ 0.84 personnel loading + 0.5 OT)
= $146.32/hr

3. Restoration overtime (2x base wage)
Lineman (Trouble Work): $65.03/hr *(1+ 0.84 personnel loading + 1.0 OT) =
$184.69/hr
Stations Apparatus Technician: $62.53/hr * (1+ 0.84 personnel loading + 1.0 OT)
= $177.59/hr

4914-3412-4175.2
Exhibit F-2
Transition Services Schedule
See attached
F-2-1
Exhibit F-2
Draft Transition Services
As used herein, “OTEC” refers to Buyer and “IPC” or “Idaho Power” refers to Seller under the
Agreement. All Services provided under the Transition Services Agreement, as described herein,
shall be paid for by OTEC as provided in Article 2 of the Transition Services Agreement and the
applicable Service Schedule.
Metering
Meter Reading
It is intended that OTEC will acquire AMI equipment in OR and IPC will retain AMI
equipment in Idaho. Following the term of the applicable Service Schedule, OTEC will
need to provide backhaul communications equipment and services to enable meter reads
for AMI equipment acquired by OTEC associated with IPC retained substations. IPC and
OTEC to agree on the process for OTEC substation access to service their equipment.
IPC to continue collecting meter reads for Oregon customers (TWACS and other
methods) and deliver data to OTEC electronically daily following the close of the sale
and through the term of the applicable Service Schedule as described below. Meter data
to include daily energy usage (kwh, kw, and kVARh if required), and detailed hourly
interval data (kw). This obligation will continue until OTEC completes its own AMI
system migration for those premises or implements an alternative mutually agreed
solution that enables OTEC to independently obtain billing‑quality meter data without
material degradation in functionality.
OTEC-Owned Stations and IPC-Retained Substations in Oregon: For customers
served out of Oregon AMI infrastructure that is transferring to OTEC as part of the
Agreement, IPC will continue to provide meter data for a period of 36 months following
the Closing, or until OTEC transitions the operation of the AMI equipment to its own
systems and IPC implements a solution to read IPC revenue meters from these
stations/feeders. The Parties will meet periodically during the transition to align cutover
schedules and minimize duplicate field work.

OTEC Customers served from Idaho Stations: For customers located in Oregon that
are served from Idaho-based substations where IPC retains ownership and operation of
AMI Modulating Transformer Units (MTUs) and associated Substation Communication
Equipment (SCE), IPC will provide OTEC with billing‑quality AMI data for those OTEC
customers for 36 months or until OTEC implements an alternative solution allowing them
to directly acquire the meter data, whichever occurs first. Notwithstanding anything in the
previous statement, as provided in the Agreement and the Transition Services Agreement,
OTEC will compensate IPC for all metering costs for Oregon customers on and after
Closing until OTEC has incorporated its own independent metering solution.
F-2-2

As per the Agreement, each Party will compensate the other party for costs incurred to
bill the first Party’s customers without markup or profit margin commencing from the
Closing to the time when the Services are no longer required per the language above in
this section.

Meter Inventory & Stocking
IPC to continue stocking compatible TWACS meters for both new service installations
and routine replacements until the transition of AMI systems is completed as noted
above. This obligation sunsets on a substation‑by‑substation (or feeder‑by‑feeder) basis
upon (i) completion of AMI cutover for the affected feeders or (ii) decommissioning of
TWACS for that area, whichever occurs first. This will ensure TWACS system
compatibility until OTEC can stock compatible TWACS meters and complete the
substation communications and Meter Data Management (MDM) transfer.
Notification of Meter Changes
OTEC will provide daily notifications of any completed meter changes to IPC. This
process ensures that IPC can continue to operate the automated meter system effectively.
Meter Ping and Remote Disconnect Reconnect
Share metering data between utilities when possible.
 Ping
 Instantaneous reads
Geographic Information System (GIS) Data Provision
IPC will provide OTEC with Geographic Information System (GIS) data to enable OTEC to
develop a comprehensive engineering and electric network model of the system being acquired,
as well as any connected assets that remain with IPC. This transfer will include all necessary
facility data, network elements, related tables, and active domain exports required to construct a
functional model within OTEC’s ESRI-based GIS platform. To ensure accuracy and usability,
IPC and OTEC will work together to determine the correct file formats and processes for data
exchange. This collaboration will continue through the Closing and for an additional six-month
period, during which any changes to the network will be updated and reflected in the GIS model.
Circuits retained by IPC that impact OTEC service locations will be updated periodically to
provide functional modeling of the system. Circuits transferred to OTEC that impact IPC service
locations will be updated periodically to provide functional modeling of the system.
Outage Management Transition
For circuits where IPC and OTEC continue shared operations, outage data will be shared as near
real-time as possible to maintain system reliability. Data will be shared electronically to support
efficient operations and outage management. Post-hoc data will be shared daily to support
system planning.
F-2-3
Data changes made by either Party that affect electric network operability will be shared the day
the change is made.
Supervisory Control and Data Acquisition (“SCADA”) Integration
ICCP Connection Establishment
An Inter-Control Center Communications Protocol (ICCP) connection will be established
between OTEC and IPC SCADA systems. This connection will enable the bi-directional
transfer of real-time operational data for each Intelligent Electronic Device (IED) located
within the acquired territory.
Data Sharing of SCADA Points
SCADA points will be made accessible and shared between both systems. This sharing
applies to all scenarios in which OTEC members are served via IPC equipment, as well
as instances where IPC customers are served by OTEC devices. This arrangement ensures
seamless monitoring and control across the respective service areas during and after the
transition period.
Substation & Field Apparatus
Spare Equipment Inventory Access
IPC to provide access to spare and backup substation equipment fleet for emergency
failures. The acquired substations contain several older specialty equipment items that
may require backup equipment. In most cases, OTEC does not have access to spare
equipment, and OETC does not view purchasing new spare equipment as reasonable at
current market prices and lead times. OTEC will pay book value on any used spare
equipment provided by IPC and compensate IPC for any deployment-related costs or
services.
IPC will make reasonable efforts to supply such surplus equipment when it is available.
The provision of replacement equipment is contingent upon IPC’s inventory and
availability at the time of need. IPC will use commercially reasonable efforts to notify
OTEC if IPC intends to scrap any equipment that IPC believes could be useful to OTEC
based on the Acquired Assets.
Spares used to support OTEC may also be required as backups for IPC stations. When
this occurs, IPC and OTEC will coordinate to replace the deployed spare and determine
associated cost responsibilities.
This process is intended to facilitate a smooth transition and minimize operational
disruptions while OTEC works to standardize equipment.
Mobile Substation Services
IPC to provide mobile substation services to OTEC for those locations that require a
mobile substation for emergencies or routine work. OTEC does not currently operate a
system that requires a mobile substation, and, thus, does not have one. OTEC will work
with IPC to schedule any scheduled maintenance at a time that works for both Parties.
F-2-4
IPC to transport and operate the mobile substation. OTEC to compensate IPC for any
mobile substation services.
Substation Communications
For all substations acquired by OTEC, communications will continue to be maintained by
IPC throughout the term of the applicable Service Schedule. Specifically, IPC will
provide communications support for a period of up to 18 months, or until each substation
has been fully transitioned to OTEC-owned communication systems, whichever occurs
first. This ensures there is no interruption in communication capabilities during the
transition process.
Once a substation has been successfully transitioned and OTEC has assumed
responsibility for its communications, any communications equipment at that facility
must be governed by a cyber security agreement protecting sensitive information on those
assets. For example, decommissioned MPLS equipment will need to be scrubbed of
encryption keys before being disposed of. This process will ensure a clear handoff of
operational responsibilities and equipment ownership as OTEC integrates the substations
into its own network and infrastructure.
For communications outages and emergency response during the transition period, OTEC
will compensate IPC for any related costs or services as provided in the Transition
Services Agreement and the applicable Service Schedule.
Field Apparatus Communications
For all Intelligent Electronic Devices (IEDs) acquired by OTEC, IPC will maintain field
communications for a period of 18 months. This arrangement ensures that there is no
disruption in the operational communication capabilities of these devices during the term
of the applicable Service Schedule. Throughout this time frame, communication support
will be sustained by Idaho Power until a complete transition to OTEC’s ownership and
management is achieved. This process facilitates a smooth integration of the acquired
IEDs into OTEC’s network and maintains reliable real-time data exchange and
monitoring. OTEC will compensate Idaho Power for any direct support of OTEC owned
devices. For the avoidance of doubt, IPC is excluding 700MHz FAN backhaul
infrastructure from the Acquired Assets, and after the term of the applicable Service
Schedule, these devices will not communicate.
Estimating & Design Services
At and after Closing, OTEC will field member requests, complete project designs, and
prepare cost estimates from its members. OTEC will then coordinate construction with
IPC personnel in accordance with the applicable Service Schedule or enter into a new
Service Schedule. This arrangement is designed to ensure that ongoing and new Service
requests are handled efficiently during the post-Closing period, minimizing any
disruption to members seeking new connections.
All documentation regarding work order design, estimation, change orders and as built
design will be provided to OTEC for any work orders that are field completed during the
post-Closing period in accordance with the applicable Service Schedule. If the work
order is designed in GIS, all associated GIS data will be delivered to OTEC.
F-2-5
New Business (Line Extension) Construction
As a Service under the Transition Services Agreement, IPC will complete all
new‑business (line extension) projects for which (i) the design is completed and (ii) the
required customer funding is received prior to the Closing. Such projects do not need to
be constructed before Closing for IPC to retain responsibility to complete them during the
transition period. IPC will not charge OTEC for completing these pre‑Closing
designed‑and‑funded projects. If the scope or design of any such pre‑Closing project
changes, IPC and OTEC will cooperate to obtain any additional customer funding
required for the revised work. Any new business project that is designed and/or funded
on or after Closing will be constructed by OTEC. However, in accordance with the
Transition Services Agreement, OTEC may request IPC to provide new construction
services (line crews) to support post-Closing new‑business needs, subject to availability
and payment as provided in the Transition Services Agreement.
Customer / Member Billing Support
Customer / Member bill creation, mailing and processing will be handled by OTEC at
and after Closing. IPC will continue to collect cash and check at its operations center to
match current practice for IPC Oregon customers within the territory acquired by OTEC,
for a period of 30 days following the Closing Date. Any such funds will be held in office
and must be picked up by OTEC employees daily. The intent of this clause is to reduce
customer frustration. OTEC will also handle payments via phone, kiosk, website, app and
in-office once physical Ontario office is established.
Emergency Response
The information below is general in nature. OTEC and IPC will develop a standard
operating procedure and protocol to address emergency response, communications, and
system operations.
1. Services
a. IPC will dispatch line restoration personnel for specific coverage areas for a
12-month period immediately following Closing. OTEC will compensate
Idaho Power for emergency response services in accordance with the
Transition Services Agreement. Resource levels provided will be first
responder and line crew needed for restoration services.
2. Coverage Area
a. Defined by substation and circuit list
3. Flow of emergency response communications:
a. OTEC Member >< OTEC Dispatch >< IPCO Dispatch >< First Responder
b. Outage Response
i. Members will call OTEC outage number to report service
interruption/emergency
F-2-6
ii. OTEC Dispatch (CRC after-hours) will contact IPC to dispatch an IPC
first responder.
iii. IPC Responder will report status to IPC Dispatch
iv. IPC Dispatch will update status to OTEC Dispatch/management with
response and status.
Non-Emergency System Maintenance
OTEC will assume responsibility for all other maintenance activities upon Closing.
Field Employee Communications
To support safe joint field operations during the transition period, IPC and OTEC will make
commercially reasonable efforts to provide limited, standards‑based interoperability between
their radio systems through methods such as AIS wireline integration or dispatch‑level talkgroup
cross‑patching, if technically feasible. Neither Party is required to modify or upgrade core radio
infrastructure, and each retains sole control of its system’s configuration and security.
Interoperability will be restricted to mutually approved operational or emergency talkgroups
necessary for coordination on shared circuits.

4914-3412-4175.2
Schedule 1.01(a)
Acquired Assets

1. Tangible personal property and fixtures located at the System’s electrical substations that are used in
the provision of System electric distribution service, including structures, poles and other supporting
structures, wires, fuses, switches, conductors and conduit, transformers, switches and relays, valves,
regulators and equipment, corrosion protection fittings and equipment, telemetering and
communications equipment, protective equipment, and meters;
2. the transmission system assets specifically listed below in this Schedule 1.01(a) (except any
transmission system assets specifically listed in Schedule 1.01(b) as Excluded Assets);
3. all real property exclusively related to the operation of the System, including the premises on which
distribution electrical substations are located;
4. permits and rights to the use of land (such as easements, licenses, and rights of way) that are used by
Seller, solely associated with the operation of the System, and can be transferred;
5. all permits of the Seller under agreements with Third Parties or issued by Governmental Bodies that
are exclusively related to the operation of the System and that can be transferred;
6. any unexpired warranties relating to Acquired Assets that can be transferred;
7. all claims of Seller against Third Parties relating to the Acquired Assets that arise after the Closing;
8. all Contracts to which Seller is a party that relate exclusively to the Business, including any pole
attachment agreements, joint-use agreements, facilities agreements, agreements relating to Seller-
owned property on customer property, franchise agreements, borderline agreements, encroachment
agreements, and tangible personal property leases, to the extent such contracts are assignable, and those
Contracts set forth on Schedule 1.01(c) (collectively, the “Assigned Contracts”);
9. copies of all (x) customer lists, data from operating systems and information databases (including, but
not limited to, customer load data) in a reasonably usable format, books and records, meter reading and
service data, and operating and maintenance records; (y) environmental reports; and (z) warranty
information and engineering design plans, GIS mapping data, blueprints and as-built plans and
specifications and procedures, in each case, to the extent related to the provision of retail electric
distribution service to customers by the System, in the possession of Seller and in their then-current
condition and form; and
10. any legal, equitable, and territorial rights granted by state, local, and any other authority to Seller
pertaining to the provision of System electric distribution service within the approved service area of
the System, including franchise agreements, to the extent such rights may be transferred.

4914-3412-4175.2
11. Specific Distribution, Transmission, and Interconnection Assets Included in Acquired Assets

Location
Code Type Location Description
DLOR001 Distribution Dist. Lines, Baker, OR
DLOR013 Distribution Dist. Lines, Harney, OR
DLOR023 Distribution Dist. Lines, Malheur, OR
DLOR032 Distribution Dist. Lines, Wallowa, OR
DLORXXX Distribution
Dist Lines Oregon -
Conversion
ICHLSR Distribution Hyline Solar Center
ICLMWP Distribution Lime Wind Park
ICVDSR Distribution Verde Light Solar Gen. Inter.
SFxxxxx Distribution
Facilities Charge Customer
Loc (including Ash Grove
Transmission Facility)
STADRN Distribution Adrian Substation
STCWVY Distribution Cow Valley Substation
STDRKE Distribution Durkee Substation
STDWSY Distribution Drewsey Substation
STESTN Distribution Easton Substation
STHFWY Distribution Halfway Substation
STHGTN Distribution Huntington Substation
STHOLY Distribution Holly Substation
STHOPE Distribution Hope Substation
STHRPR Distribution Harper Substation
STJNGH Distribution Jacobsen Gulch Substation
STJMSN Distribution Jamieson Substation
STJNTA Distribution Juntura Substation
STJNVY Distribution Jordan Valley Substation

4914-3412-4175.2
Location
Code Type Location Description
STLIME Distribution
Lime Substation (easement
only; not held in fee) (there is
no equipment at Lime
Substation – it has been
decommissioned)
STMRBT Distribution Malheur Butte Substation
STRKVL Distribution Rockville Substation
STUNTY Distribution Unity Substation
TL0216 Transmission Line #216 69Kv
TL0226 Transmission Line #226 69Kv
TL0241 Transmission Line #241 69Kv
TL0247 Transmission Line #247 69Kv
TL0353 Transmission Line #353 69Kv
ICBRSR Interconnection Brush Solar
ICGRSR Interconnection Grove Solar Center
ICMGSR Interconnection Morgan Solar
ICONSR Interconnection Ontario Solar 3MW
ICORSR Interconnection Open Range Solar Center
ICRRSR Interconnection Railroad Solar Center
ICTESR Interconnection Thunder Egg Solar Center
ICVASR Interconnection Vale Air Solar Center
ICVLSR Interconnection Vale 1 Solar

4914-3412-4175.2
Schedule 1.01(b)
Excluded Assets

1. Any refunds, credits, overpayments or prepayments of Taxes of or otherwise imposed on Seller or any
of its Affiliates (including any Taxes that are allocated to the Seller pursuant to Section 7.02(a)), any
other Tax assets of the Seller or any of its Affiliates, and any claims, interests or rights with respect to
any of the foregoing.
2. Tax Returns and other books and records (including supporting work papers) related to Taxes (which,
for the avoidance of doubt, shall include any income Tax Returns of Seller or any of its Affiliate);
provided, that Buyer may request copies of those portions of any such Tax Returns that are non-income
Tax Returns that relate solely to the Business and any notes, worksheets, files or documents relating
thereto, where necessary or desirable for use in connection with the preparation of Tax Returns or
complying with any Law relating to Taxes.
3. All transmission-related assets of Seller (including the real property and related permits and property
rights related to such assets and tangible personal property and fixtures located at or affixed to such
assets) other than those set forth on Schedule 1.01(a). The transmission-related Excluded Assets include
but are not limited to, the following:
(a) Line #241 69kV, the first ~3 miles of the line out to the Neal Hot Springs Tap and the ~10.5 mile
section of line that extends out to Neal Hot Springs.
(b) Line #216 69kV – ~10.5 miles of line that is co-located with a 230kV line.
(c) Line #246 69Kv.
(d) Line #945 69Kv.
4. The following distribution-related assets (including the real property and related permits and property
rights related to such assets and tangible personal property and fixtures located at such assets, except
as provided in the proviso below):
Location
Code Type Location Description
DLOR001 Distribution DUKE-012 Distribution
DLOR032 Distribution HCSU-011 Distribution
STOBPR;
DLOR001 Distribution Oxbow Power Substation
DLOR001 Distribution
OBPR-011 & OBPR-012
Distribution
DLOR023 Distribution
ONTO-014 Distribution
(trunkline to Idaho)
DLOR023 Distribution ONTO-015 Distribution

4914-3412-4175.2
Location
Code Type Location Description
DLOR001 Distribution
Limited PNCK-011 Distribution
(equipment to serve various
Oxbow Village locations)
DLOR001 Distribution PNCK-012 Distribution
DLOR023 Distribution
NYSA-012 Distribution
(trunkline to Idaho)
STCARO Distribution Cairo Substation
STDUKE Distribution Duke Substation
STHCSU Distribution Hells Canyon Distribution
STNYSA Distribution Nyssa Substation
STOIDA Distribution Ore-Ida Substation
STONTO Distribution Ontario Substation
STPNCK Distribution Pine Creek Substation
STVALE Distribution Vale Substation
ICHGWP Distribution Huntington Wind Proj Interconn

Provided that the following shall not be Excluded Assets but shall be deemed to be Acquired Assets:
Modulating Transformer Units (“MTUs”) for Advanced Metering Infrastructure (AMI) located at the
STCARO, STNYSA, STOIDA, STONTO, and STVALE substations and associated Substation
Communication Equipment (SCE) installations affixed to such MTUs, but shall not include (1) any concrete
or other pad on which the MTU is located or (2) any cabling attached to the MTU which connects to Seller's
equipment, each of which (1) and (2) shall be deemed to be Excluded Assets.

5. All off‑site communications transport and network rights (including ADSS (all-dielectric self-
supporting cable) or OPGW (optical ground wire) fiber, wireless or satellite backhaul, carrier circuits,
and IP/MPLS backbone connectivity) that carry traffic from Acquired Asset sites to Seller’s networks;
for avoidance of doubt, communications equipment present at such Acquired Asset sites is an Acquired
Asset, but any right to use Seller’s transport or logical connectivity is an Excluded Asset.

6. Revenues and amounts payable for all services rendered to customers of the Business prior to the
Closing.
7. Any assets or services of Seller or its Affiliates relating to shared or corporate functions.

4914-3412-4175.2
Schedule 1.01(c)
Assigned Contracts

1. Statement of Work #16738 to the Master Construction Agreement, dated September 24, 2025,
by and between Seller and .
2. Sales Invoice #PS-INV106206, dated February 6, 2025, by and between Seller and
.
3. Sales Invoice #PS-INV106692, dated June 25, 2025, by and between Seller and
.
4. Statement of Work #14954 to the Construction Agreement, dated August 26, 2024, by and
between Seller and .
5. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated December 22, 2014, by and between Seller and ,
.
6. Amended Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier
4 Interconnection, dated October 11, 2011, by and between Seller and
7. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and

8. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and
9. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and
10. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated January 12, 2015, by and between Seller and

11. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated March 4, 2015, by and between Seller and
12. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Morgan Solar #510), dated July 12, 2017, by and between Seller and
.
13. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Vale 1 Solar Project #511), dated July 12, 2017, by and between Seller and
.
14. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Brush Solar #512), dated July 12, 2017, by and between Seller and
.

4914-3412-4175.2
15. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection (Ontario Solar #525), dated September 17, 2018, by and between Seller and
.
16. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated July 22, 2021, by and between Seller and
as amended by First Amendment,
dated November 8, 2021, Second Amendment, dated April 15, 2022, and Third Amendment,
dated July 10, 2023.
17. Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or Tier 4
Interconnection, dated October 14, 2025, by and between Seller and .
18. Wildfire Mitigation Camera License Agreement, dated October 2, 2025, by and between Seller
and .
19. Statement of Work #15560, dated January 5, 2025, to Professional Services Agreement, dated
January 15, 2020, by and between Seller and
as amended by a Change Order #01 to the Statement of Work, dated October 27, 2025, and a
Change Order #2 to the Statement of Work, dated November 21, 2025.
20. Project Construction Agreement, dated March 27, 2025, by and between Seller and
, as amended by a Change Order #01, dated September 26, 2025.
21. Project Construction Agreement, dated August 25, 2025 by and between Seller and
.
22. General Terms and Conditions Goods and Services between Seller and
, executed November 4, 2019 Purchase Order 229670_001, issue date January 23, 2025
23. General Terms and Conditions Goods and Services between Seller and
Purchase Order 227917_001, issue date December 26, 2024
24. General Terms and Conditions Goods and Services between Seller and
Purchase Order 233081_001, issue date June 09, 2025
25. Master Agreement, dated May 6, 2024, by and between Seller and .
26. Invoice #INV000329067, dated July 18, 2024, by and between Seller and ,
, subject to the URL terms at
27. Ordinance No. 39, dated August 5, 2013, by and between Seller and .
28. Ordinance No. 10-13-2022, dated November 14, 2022, by and between Seller and

29. Ordinance No. 2022-04, dated January 20, 2023, by and between Seller and

30. Ordinance No. 187, dated June 21, 2016, by and between Seller and ,

31. Ordinance No. 653-16, dated December 13, 2016, by and between Seller and ,

4914-3412-4175.2
32. Ordinance No. 2776-2020, dated June 23, 2020, by and between Seller and ,
.
33. Ordinance No. 2021-03, dated November 12, 2021, by and between Seller and

34. Ordinance No. 2013-01, dated August 30, 2013, by and between Seller and

35. Ordinance No. 854, dated May 4, 2007, by and between Seller and
36. Pole Attachment and Conduit Use Agreement, dated May 13, 2013, by and between Seller and

37. General Agreement for Joint Use of Wood Poles, dated August 20, 2001, by and between Seller
and .
38. Master Agreement for Location of Facilities, dated May 20, 2002, by and between Seller and

39. Joint Use Agreement, dated September 7, 2011, by and between Seller and

40. Pole Attachment and Conduit Use Agreement, dated November 21, 2019, by and between
Seller and .
41. Joint Use Agreement, dated August 19, 2011, by and between Seller and

42. Application and Permit for Attachments, dated July 1, 1946, by and between Seller and

43. Pole Attachment Agreement, dated August 20, 1997, by and between Seller and

44. Pole Attachment Agreement, dated August 20, 2009, by and between Seller and

45. Joint Use Agreement, dated October 27, 2011, by and between Seller and
46. Contracts for the Oregon Solar Photovoltaic Pilot Program
a. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of
December 10, 2010, as amended (Project no. 90000001).
b. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of
December 10, 2010, as amended (Project no. 90000003).
c. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and dated as of April 12, 2011,
as amended (Project no. 90000004).

4914-3412-4175.2
q. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000056).
r. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000057).
s. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000059).
t. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000060).
u. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 6, 2012 (Project no. 90000061).
v. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000062).
w. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000063).
x. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000064).
y. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of August 10, 2012 (Project no.
90000067).
z. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000072).
aa. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of January 26, 2012 (Project no.
90000073).
bb. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000075).
cc. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of April 25, 2012 (Project no.
90000076).

4914-3412-4175.2
dd. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012, as
amended (Project no. 90000078).
ee. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 28, 2012 (Project no.
90000079).
ff. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000080).
gg. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of February 24, 2011
(Project no. 90000025).
hh. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012
(Project no. 90000081).
ii. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000084).
jj. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of September 20, 2012 (Project no.
90000086).
kk. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of January 26, 2012 (Project no.
90000088).
ll. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001301).
mm. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001302).
nn. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001303).
oo. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of August 19, 2014 (Project no.
90001306).
pp. Oregon Solar Photovoltaic Pilot Program Energy Sales Agreement Between Idaho
Power Company and , dated as of June 10, 2013 (Project no.
90001307).

4914-3412-4175.2
47. Community Solar Program Purchase Agreement, dated December 2, 2021, by and between
Seller and , as amended by First Amendment, dated July
26, 2022, and Second Amendment, dated May 9, 2023.

4914-3412-4175.2
Schedule 1.01(d)
Transferred IT Assets

Only the tangible information technology assets and devices physically present in the Acquired Assets,
excluding any shared or enterprise-level software of Seller or its Affiliates included therein.

4914-3412-4175.2
Schedule 1.01(f)
Permitted Encumbrances

None

4914-3412-4175.2
Schedule 2.06
Sample Purchase Price Calculations
(a)
Example Calculation of Purchase Price For
Estimated Closing Statement and Closing
Statement Purchase Price Adjustment
($000s)

Estimated
Purchase
Price
Pursuant to
Estimated
Closing
Statement
Balances at
Closing
Reflected in
Closing
Statement
Post-Closing
Purchase
Price
Adjustment
for Excess
Amount and
Shortfall
Amount
Base Purchase Price $154,000 $154,000 $0
Plus: Fixed System Asset Adjustment $6,400 $6,500 $100
Plus: Construction Work in Progress
Adjustment $6,400 $6,300 ($100)
Less: Regulatory Liabilities Adjustment ($3,600) ($3,500) $100
$163,200 $163,300 $100

4914-3412-4175.2
(b)
Example Calculation of Purchase Price For Estimated Closing Statement if the Acquired Assets
suffer an Event of Loss:
Assumptions:
• Acquired Assets suffer damage of $10 million through an Event of Loss following signing of the
Asset Purchase Agreement.
• Seller elects under Section 6.08 to repair the damaged Acquired Assets and completes the repair
six months before Closing.
• Seller received $2 million of insurance proceeds as a result of the Event of Loss.
• Net Book Value of damaged Acquired Assets retired as a result of the Event of Loss is $1
million.

($000s)

Estimated Purchase
Price Pursuant to
Estimated Closing
Statement
Base Purchase Price $154,000
Plus: Fixed System Asset Adjustment before Event of Loss $6,400
Plus: Construction Work in Progress Adjustment before Event of
Loss $6,400
Adjustment for Event of Loss:
Plus: Fixed System Asset Adjustment for Event of Loss $10,000
Less: Net Book Value of retired Acquired Assets (under Fixed
System Asset Adjustment for Event of Loss) ($1,000)
Less: Insurance Proceeds ($2,000)
Less: Six Months of Depreciation ($100)
Plus: Construction Work in Progress Adjustment for Event of
Loss -
Total Adjustment for Event of Loss: $6,900
Less: Regulatory Liabilities Adjustment ($3,600)
$170,100

4914-3412-4175.2
Schedule 3.02(b)(vi)
Encumbrances to be Released
The Mortgage and Deed of Trust, dated as of October 1, 1937, between Idaho Power Company and
Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) and R. G. Page, as
Trustees, and its supplemental indentures, together with all liens associated therewith.

4914-3412-4175.2
Schedule 6.02(e)
None.

4914-3412-4175.2
Schedule 6.03
Third Party and Governmental Body Consents and Notices
(a)
1. Idaho Public Utilities Commission:
a. Approval of the Transactions & associated regulatory treatment
b. Approval of the Sales Agreement

2. Public Utility Commission of Oregon:
a. Property Disposition filing (ORS 757.480 and OAR 860-027-0025)
b. Transfer of Service Territory (ORS 758.410 and OAR 860-025-0010)

c. Approval of Assignment of Community Solar Program PPA with Verde Light
Community Solar

3. Approval of Oregon Department of Forestry Co-Op Wildfire Mitigation
4. Federal Energy Regulatory Commission
a. § 203 approval
5. Hart-Scott-Rodino antitrust filing with the Federal Trade Commission
(b)
6. Consents to transfer Franchise Agreements from the following cities:
a. Adrian, Oregon
b. Halfway, Oregon
c. Huntington, Oregon
d. Jordan Valley, Oregon
e. Nyssa, Oregon
f. Ontario, Oregon
g. Richland, Oregon
h. Unity, Oregon
i. Vale, Oregon

4914-3412-4175.2
7. Consents to assignment from the counterparties to each interconnection agreement set forth in
Schedule 1.01(c).
8. The permits, agreements, and other documents set forth in Schedule 4.11(b).

4914-3412-4175.2
Schedule 6.06
Pre-Approved Capital Expenditures

See attached.

Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
HFWY
WMPHarden - Wildfire Mitigation
Plan (WMP) Distribution
Infrastructure Improvement Program 1,200,000
The work completed under this ID will be to “harden” distribution lines as
part of the company’s Wildfire Mitigation Plan (WMP). The Overhead
Distribution Hardening program involves systematic replacement of
hardware, equipment, and materials to improve safety and reliability and
reduce ignition risk. The program is targeted for wildfire risk zones
identified in the company’s WMP. The 2026 scope will harden roughly 8.6
miles of HFWY-11 feeder beyond R4. 2027 and beyond scope is pending.
VARIOUS
POLEREPL08 - Distribution pole
replacements - inspection and
treatment follow-up work 1,700,000 1,700,000
Distribution pole replacements - inspection and treatment follow-up work
for distribution feeders groundline inspected every 10-years. The budget is
for replacement of wood poles identified as rejected, restorable rejected,
or wood stubbed is part of our asset management plan. The scope for
2026-2027 is shown to the right and the split will ultimately depend on
permits and easements for certain segments we plan to relocate from
existing alignment. 2028 scope is unidentified and will be more certain
once the 2027 inspections are complete. No Oregon feeders are currently
scheduled for 2026 inspection.
CWVY
CWVY220001 - CWVY Feeder Relay
Asset Replacement for 011A and
012A 16,165 65,820 1,179
Remove the existing SEL-351-R1 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
locations with new SEL-351-R4 controls. Update SCADA to correspond
with the logic in the new SEL-351-R4 controls. The CWVY 011A and 012A
feeder recloser controls were installed in 2003 and are early generation
SEL-351-R1 relays with the following issues: 1) the relay's firmware can no
longer be upgraded, 2) the Hot Line Hold OFF/ON function cannot be
implemented because it does not support a complete set of latches and
display points available in newer versions, 3) it uses a discontinued voltage-
based battery charging scheme that has had known issues in cold
temperatures (new versions use a more reliable current-based battery
charging scheme), 4) recloser controls are mounted in outdoor enclosures
and have a reduced life expectancy.
Page 1
Notes
2026-2027 scope:
Page 2
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
DWSY
DWSY220001 - DWSY Feeder Relay
Asset Replacement for 011A 6,768 14,623 43,354
Remove the existing SEL-351-R1 control and enclosure mounted on the
structure supporting the 011A recloser. Replace it in the same location
with a new SEL-351-R4 control. Update SCADA to correspond with the
logic in the new SEL-351-R4 control. The DWSY 011A feeder recloser
control was installed in 2003 and is an early generation SEL-351-R1 relay
with the following issues: 1) the relay's firmware can no longer be
upgraded, 2) the Hot Line Hold OFF/ON function cannot be implemented
because it does not support a complete set of latches and display points
available in newer versions, 3) it uses a discontinued voltage-based
battery charging scheme that has had known issues in cold temperatures
(new versions use a more reliable current-based battery charging
scheme), 4) recloser controls are mounted in outdoor enclosures and
have a reduced life expectancy.
HRPR
HRPR220001 - HRPR Feeder Relay
Replacement for 011A and 012A -
Preliminary Scope 6,030 33,340 42,100
Remove the existing SEL-351-R1 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
location with a new SEL-651RA controls. Update SCADA to correspond
with the logic in the new SEL-651RA controls. The HRPR 011A and 012A
feeder recloser controls were installed in 2003 and are early generation
SEL-351-R1 relays with the following issues: 1) the relay's firmware can no
longer be upgraded, 2) the Hot Line Hold OFF/ON function cannot be
implemented because it does not support a complete set of latches and
display points available in newer versions, 3) it uses a discontinued voltage-
based battery charging scheme that has had known issues in cold
temperatures (new versions use a more reliable current-based battery
charging scheme), 4) recloser controls are mounted in outdoor enclosures
and have a reduced life expectancy. These controls will be over 20 years
old at the time of proposed replacement.
HOPE HOPE220001 - HOPE T061 Install
New Transformer as part of
Infrastructure Replacement 1,143,129 1,179 -
Replace existing T061 transformer with new transformer. Add 061L load
break switch. Replace 011A recloser protection and control with new SEL-
351R-4. Replace the AC load center. The existing HOPE T061 transformer
was manufactured in 1948 and repair parts are no longer conveniently or
economically available.
Page 3
Notes
Page 4
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
JNVY
JNVY240001 - JNVY Feeder Relay
Replacement for 011A, 012A 45,191 129,055 1,136
Remove the existing SEL-351-R2 controls and enclosures mounted on the
structures supporting the 011A and 012A reclosers. Replace in the same
locations with new SEL-651-RA controls. Update SCADA to correspond
with the logic in the new SEL-651-RA controls. The JNVY 011A and 012A
feeder recloser controls were installed in 2002 and 2003, and are originally
early generation SEL-351-R1 relays. They had a firmware upgrade in 2013
to convert both to SEL-351-R2. These relays have the following issues: 1)
the relay's firmware can not be upgraded to a new version, 2) the Hot Line
Hold OFF/ON function cannot be implemented because it does not
support a complete set of latches and display points available in newer
versions, 3) it uses a discontinued voltage-based battery charging scheme
that has had known issues in cold temperatures (new versions use a more
reliable current-based battery charging scheme), 4) recloser controls are
mounted in outdoor enclosures, and have a reduced life expectancy.
JNVY
JNVY210002 - JNVY Rebuild JNVY 031
Trunk Line 677,143 -
JNVY31 has end-of-line voltage issues as a result of years of load growth.
Estimated cumulative voltage drop over the whole feeder is 25V or 21% on
existing #8A CW and #2/0.This project will rebuild three sections of the
JNVY31 trunk line to 336AAC to improve voltage, wire quality and replace
poles as necessary. This is approximately ten miles of line. The work will
begin closest to JNVY substation to gain the greater the benefit and work
the remaining sections in succession. Section #1: Rebuild conductor
along the trunk-line, starting at Pole GISO#496548 to GISO#496584, and if
possible, move closer to the highway because it is hard to patrol. 6,893ft
(1.25mi) at 35kV. Section #2: Rebuild conductor starting at GISO#496636
to JNVY31R19, Pole G#4177042, 32,000ft (6mi) at 35kV Section #3: Rome
area – rebuild conductor starting at TX14, pole G#4177498 to Pole
G#507697, 11,500ft (2.1mi) at 12.47kV
Page 5
Notes
Pulled in 2027 costs into 2026. Total project cost reduced $200k.
Page 6
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
UNTY
UNTY220001 - UNTY Feeder Relay
Replacement for 011A 37,908 - -
Remove the existing 011A SEL-351-R1 control and enclosure mounted on
the structures supporting the 011A recloser. Replace in the same
locations with new SEL-651RA control. Update SCADA to correspond with
the logic in the new SEL-651RA control. The UNTY 011A feeder recloser
control was installed in 2003 and is an early generation SEL-351-R1 relay
with the following issues: 1) the relay's firmware can no longer be
upgraded, 2) the Hot Line Hold OFF/ON function cannot be implemented
because it does not support a complete set of latches and display points
available in newer versions, 3) it uses a discontinued voltage-based
battery charging scheme that has had known issues in cold temperatures
(new versions use a more reliable current-based battery charging
scheme), 4) recloser controls are mounted in outdoor enclosures and
have a reduced life expectancy.
VARIOUS
UGCR - Replace direct buried cables - 85,000
This is an annual program to replace all of the direct-buried cables with
unjacketed, concentric neutrals throughout the Company. Replacement of
these cables reduces the risk of faults and outages. The 2026 scope in
Oregon is for the Ontario-19 feeder. No other Oregon cable identified in
2026.
T216 T216250001 - T216 - 10-year
Inspection Repairs Line #216,
Brownlee - Pine Creek Sub. - Halfway 15,215 103,131
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T226
T226250001 - T226 - 10-year
Inspection Repairs Line #226, Vale -
Harper - Juntura - Drewsy 12,875 1,140 104,000
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T241
T241250001 - T241 Vale - Unity 69 kV
- Correct Priority 2 Defects Identified
by Patrolman 165,506
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
T247
T247250001 - T247 - 10-year
Inspection Repairs Line #247,
Drewsy - Sandhill 13,141 1,144 104,000
Replace poles, crossarms, and insulators identified during the 10-year
Pole Inspection and Groundline Treatment Program and the annual routine
Line Patrols.
Distribution
Lines Oregon
B00100140 - Western OH Planned
Reconstruction 144,031 147,632 151,323
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B00100141 - Western UG Planned
Reconstruction 40,012 41,013 42,038
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B00300114 - Western UG Unplanned
Reconstruction 92,795 95,114 97,492
Emergency reconstruction of lines due to unforeseen events. Based on a 3
year average of actual costs.
Distribution
Lines Oregon
B00300119 - Western OH Unplanned
Reconstruction 375,000 384,375 393,984
Emergency reconstruction of lines due to unforeseen events. Based on a 3
year average of actual costs.
Page 7
Notes
Design completed in 2025. Work moved into 2026 to complete.
Scope shifted to 2027
Unclear on why this wasn't captured in September/October.
Page 8
Location Budget ID 2026 Budget 2027 Budget 2028 Budget Description
Distribution
Lines Oregon
B09900124 - Western UG New
Business 146,948 150,622 154,388
New infrastructure to support regional growth. Based on a 3 year average
of actual costs.
Distribution
Lines Oregon B09900146 - Western Oregon Patrol 343,343 351,926 360,724
Continue to maintain the existing system to prevent future reliability
issues. Based on a 3 year average of actual costs.
Distribution
Lines Oregon
B09900150 - Western OH New
Business 495,804 508,199 520,904
New infrastructure to support regional growth. Based on a 3 year average
of actual costs.
Total Budget 6,677,004 3,813,313 2,016,622
Change from Oct 2025 280,139 (121,521) (20,735)
Page 9

4914-3412-4175.2
Schedule 7.11(g)
PURPA Projects

PURPA Name Size (kW)
Open Range Solar Center, LLC 10,000
Vale Air Solar Center, LLC 10,000
Grove Solar Center, LLC 6,000
Hyline Solar Center, LLC 9,000
Railroad Solar Center, LLC 4,500
Thunderegg Solar Center, LLC 10,000
Ontario Solar Center 3,000
Vale I Solar 3,000
Brush Solar 2,750
Morgan Solar 3,000
Lime Wind Energy 3,000

184208501.4
DISCLOSURE SCHEDULE
to
ASSET PURCHASE AGREEMENT
by and between
OREGON TRAIL ELECTRIC CONSUMERS COOPERATIVE, INC.
and
IDAHO POWER COMPANY,
dated as of
February 13, 2026

184208501.4
INTRODUCTION

This Disclosure Schedule is provided pursuant to Article 4 of that certain Asset Purchase
Agreement (the “Agreement”), dated as of February 13, 2026, entered into by and between Oregon Trail
Electric Consumers Cooperative, Inc., an Oregon cooperative corporation dba Oregon Trail Electric
Cooperative (“Buyer”) and Idaho Power Company, an Idaho corporation (“Seller”). Buyer and Seller are
referred to collectively as the “Parties.” Capitalized terms used but not otherwise defined herein have the
respective meanings given to such terms in the Agreement.

Each exception set forth in this Disclosure Schedule is identified by reference to, or has been
grouped under a heading referring to, a specific individual section or subsection of the Agreement;
provided, however, that the inclusion of any item referenced in one section or subsection of this Disclosure
Schedule will be deemed to refer to any other section or subsection of this Disclosure Schedule (and
accordingly to the applicable sections or subsections of the Agreement), whether or not an explicit cross-
reference appears, if the applicability of such item to the other section or subsection is reasonably apparent.
The inclusion of any information in this Disclosure Schedule will not be deemed to be an admission or
acknowledgment or otherwise imply that such information is required to be listed in any Schedule or that
any such matter rises to a Material Adverse Effect or is material to or outside the ordinary course of business
(or that any such matter is above any specified threshold). Matters reflected in this Disclosure Schedule are
not necessarily limited to matters required by the Agreement to be reflected in this Disclosure Schedule.
Such additional matters are set forth for informational purposes and do not necessarily include other matters
of a similar nature.

Neither the specification of any dollar amount in the representations and warranties contained in
the Agreement nor the inclusion of any specific item in this Disclosure Schedule is intended to imply that
such amounts, higher or lower amounts, the items so included, or other items are or are not material, and
no party shall use the fact of the setting of such amounts or the fact of the inclusion of any such item in this
Disclosure Schedule in any dispute or controversy between the parties as to whether any obligation, item,
or matter is or is not material, or may constitute an event or condition which could be considered to have a
Material Adverse Effect. All references in this Disclosure Schedule to the enforceability of Contracts with
third parties, the existence or non-existence of third-party rights, the absence of breaches or defaults by
third parties, or similar matters or statements are intended only to allocate rights and risks between the
Parties and are not intended to be admissions against interests, give rise to any inference or proof of
accuracy, be admissible against any party to the Agreement by any Person who is not a party to the
Agreement, or give rise to any claim or benefit to any Person who is not a party to the Agreement. In
addition, the disclosure of any matter in this Disclosure Schedule is not to be deemed an admission that
such matter actually constitutes non-compliance with or a violation of any Law Permit, or Contract or other
topic to which such disclosure is applicable.

In disclosing the information in this Disclosure Schedule, Seller expressly does not waive any
attorney-client privilege associated with such information or any protection afforded by the work-product
doctrine with respect to any of the matters disclosed or discussed herein. References in these schedules to
any Contract, whether or not binding, include references to such Contract’s exhibits and schedules.

184208501.4
Section 4.04
Governmental Authorization

1. Approval of the Transactions from the OPUC:
a. Property Disposition filing (ORS 757.480 and OAR 860-027-0025)
b. Transfer of Service Territory (ORS 758.410 and OAR 860-025-0010)
c. Approval of Assignment of Community Solar Program PPA with Verde Light Community
Solar
2. Approval of the Transactions from the IPUC.
a. Approval of the Transactions & associated regulatory treatment
b. Approval of the Sales Agreement
3. Approval of the Oregon Department of Forestry Co-Op Wildfire Mitigation
4. Approval of the Federal Energy Regulatory Commission
a. § 203 approval
5. Hart-Scott-Rodino Antitrust filing with the Federal Trade Commission
6. Consent of OPUC to transfer Community Solar Program Purchase Agreement, dated December 2,
2021, by and between Seller and Verde Light Community Solar, LLC, as amended by First
Amendment, dated July 26, 2022, and Second Amendment, dated May 9, 2023.
7. Consent of City of Ontario, Oregon to transfer Ordinance No. 2776-2020, dated June 23, 2020, by
and between Seller and the City of Ontario.
8. Consent of City of Adrian, Oregon to transfer Ordinance No. 39, dated August 5, 2013, by and
between Seller and the City of Adrian, OR.
9. Consent of City of Halfway, Oregon to transfer Ordinance No. 10-13-2022, dated November 14,
2022, by and between Seller and the City of Halfway, OR.
10. Consent of City of Huntington, Oregon to transfer Ordinance No. 2022-04, dated January 20, 2023,
by and between Seller and the City of Huntington, OR.
11. Consent of City of Jordan Valley, Oregon to transfer Ordinance No. 187, dated June 21, 2016, by
and between Seller and the City of Jordan Valley, OR.
12. Consent of City of Nyssa, Oregon to transfer Ordinance No. 653-16, dated December 13, 2016, by
and between Seller and the City of Nyssa, OR.
13. Consent of City of Richland, Oregon to transfer Ordinance No. 2021-03, dated November 12, 2021,
by and between Seller and the City of Richland, OR.
14. Consent of City of Unity, Oregon to transfer Ordinance No. 2013-01, dated August 30, 2013, by
and between Seller and the City of Unity, OR.
15. Consent of City of Vale, Oregon to transfer Ordinance No. 854, dated May 4, 2007, by and between
Seller and the City of Vale, OR.

184208501.4
Section 4.05
Indebtedness

The Mortgage.

184208501.4
Section 4.07
Taxes

None

184208501.4
Section 4.08
Title to Acquired Assets

• Section 4.05 of the Disclosure Schedule is incorporated by reference.
• The land for Easton substation is held by easement.
• A portion of the land for Juntura substation is held, in part, by easement.
• The land for RockVille substation is held by an easement that covers both the substation and the
adjacent transmission line 234. An adjustment in the easement will be required to grant Buyer a
right to just the substation itself.
• The land for the former Lime substation is held by easement
• The file attached to Schedule 4.13(b) showing all easements held as part of the Acquired Assets is
incorporated by reference.

184208501.4
Section 4.09
Intellectual Property

(a) Registered IP:

U.S. Patent 10128664 B1 (granted November 13, 2018)

184208501.4
(d) Third Party Intellectual Property Proceedings:
None

184208501.4
Section 4.10
Material Contracts
(i)See list:
i.Settlement Agreement, dated December 23, 2024, by and between Seller and
ii.Statement of Work #16738 to the Master Construction Agreement, dated
September 24, 2025, by and between Seller and
iii.Sales Invoice #PS-INV106206, dated February 6, 2025, by and between Seller and
iv.Sales Invoice #PS-INV106692, dated June 25, 2025, by and between Seller and
.
v.Statement of Work #14954 to the Construction Agreement, dated August 26, 2024,
by and between Seller and
(ii)None
(iii)None
(iv)None
(v)None
(vi)None
(vii)None
(viii)See list:
i.Tolling Agreement, dated June 17, 2025, by and between Seller and
(ix)See list:
i.Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or
Tier 4 Interconnection, dated December 22, 2014, by and between Seller and
ii.Amended Interconnection Agreement for Small Generator Facility Tier 1, Tier 2,
Tier 3 or Tier 4 Interconnection, dated October 11, 2011, by and between Seller
and
iii.Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or
Tier 4 Interconnection, dated January 12, 2015, by and between Seller and Open
.
iv.Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or
Tier 4 Interconnection, dated January 12, 2015, by and between Seller and
v.Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or
Tier 4 Interconnection, dated January 12, 2015, by and between Seller and
vi.Interconnection Agreement for Small Generator Facility Tier 1, Tier 2, Tier 3 or
Tier 4 Interconnection, dated January 12, 2015, by and between Seller and
.

184208501.4
xxv. Ordinance No. 2022-04, dated January 20, 2023, by and between Seller and
.
xxvi. Ordinance No. 187, dated June 21, 2016, by and between Seller and

xxvii. Ordinance No. 653-16, dated December 13, 2016, by and between Seller and
.
xxviii. Ordinance No. 2776-2020, dated June 23, 2020, by and between Seller and
.
xxix. Ordinance No. 2021-03, dated November 12, 2021, by and between Seller and
.
xxx. Ordinance No. 2013-01, dated August 30, 2013, by and between Seller and
.
xxxi. Ordinance No. 854, dated May 4, 2007, by and between Seller and
.
xxxii. IPCo eTariff, dated January 24, 2025, by and between Seller and

xxxiii. Network Integration Transmission Service, dated Marh 1, 2019, by and between
Seller and .
xxxiv. Pole Attachment and Conduit Use Agreement, dated May 13, 2013, by and
between Seller and
xxxv. General Agreement for Joint Use of Wood Poles, dated August 20, 2001, by and
between Seller and .
xxxvi. Master Agreement for Location of Facilities, dated May 20, 2002, by and between
Seller and .
xxxvii. Joint Use Agreement, dated September 7, 2011, by and between Seller and
.
xxxviii. Pole Attachment and Conduit Use Agreement, dated November 21, 2019, by and
between Seller and .
xxxix. Joint Use Agreement, dated August 19, 2011, by and between Seller and
.
xl. Application and Permit for Attachments, dated July 1, 1946, by and between Seller
and .
xli. Pole Attachment Agreement, dated August 20, 1997, by and between Seller and
.
xlii. Pole Attachment Agreement, dated August 20, 2009, by and between Seller and
s.
xliii. Joint Use Agreement, dated October 27, 2011, by and between Seller and

xliv. Settlement Agreement, dated July 21, 2022, by and between Seller and

(b) None

184208501.4
Section 4.04 is incorporated herein by reference.
184208501.4
Section 4.12
Proceedings and Orders
1.The Business and the Acquired Assets are subject to the applicable orders of the OPUC, which
orders are available from the OPUC.
2.The Business and the Acquired Assets are subject to the applicable orders of the IPUC, which
orders are available from the IPUC.
3.The Business and the Acquired Assets are subject to the applicable orders of the FERC, which
orders are available from the FERC.
4.Ordinance No. 2776-2020, dated June 23, 2020, by and between Seller and the City of Ontario,
OR.
5. Ordinance No. 39, dated August 5, 2013, by and between Seller and the City of Adrian, OR.
6.Ordinance No. 10-13-2022, dated November 14, 2022, by and between Seller and the City of
Halfway, OR.
7.Ordinance No. 2022-04, dated January 20, 2023, by and between Seller and the City of Huntington,
OR.
8.Ordinance No. 187, dated June 21, 2016, by and between Seller and the City of Jordan Valley, OR.
9.Ordinance No. 653-16, dated December 13, 2016, by and between Seller and the City of Nyssa,
OR.
10.Ordinance No. 2021-03, dated November 12, 2021, by and between Seller and the City of Richland,
OR.
11.Ordinance No. 2013-01, dated August 30, 2013, by and between Seller and the City of Unity, OR.
12. Ordinance No. 854, dated May 4, 2007, by and between Seller and the City of Vale, OR.
184208501.4
(c)Drewsey substation does not have an identified parcel in the county records. Seller does have a deeded right to the land for Drewsey substation,
but currently it does not have a stand alone parcel. Seller is waiting for the final Record of Survey (ROS) to be recorded for Drewsey substation
before working with Harney County to create the parcel.
Huntington School District has been granted an easement right to use a portion of the parcel that also includes Huntington substation. The school
district uses that easement land for ingress and egress to its bus barn.
(d)The land for RockVille substation is held by an easement that covers both the substation and the adjacent transmission line 234. An adjustment
in the easement will be required to be able to grant Buyer a right to just the substation itself.
(f)Seller provides shared corporate functions to the Business, which corporate functions will not be included in the Acquired Assets. Such corporate
functions include, but are not limited to, management services, financial and accounting services, financing, procurement services, legal services,
human resource services, communications services, information technology services, planning and engineering services, environmental and
compliance services, enterprise risk and insurance services, real estate and property management services, and other shared corporate services. In
addition, Seller currently services the Business and the facilities located on the Real Property using shared corporate facilities located in the State of
Idaho. Those shared corporate facilities are not included in the Acquired Assets.
184208501.4
Section 4.14
Environmental Matters
(a)None
(b) None
(c)None
184208501.4
Section 4.15
Sufficiency of Acquired Assets
1.Seller provides shared corporate functions to the Business, which corporate functions will not
be included in the Acquired Assets. Such corporate functions include, but are not limited to,
management services, financial and accounting services, financing, procurement services, legal
services, human resource services, communications services, information technology services,
planning and engineering services, environmental and compliance services, enterprise risk and
insurance services, real estate and property management services, and other shared corporate
services. In addition, personnel employed by Seller operate the Business and the Acquired
Assets. Those personnel will remain with Seller following the Closing. However, subject to the
terms of the Transition Services Agreement (“TSA”), Seller will provide to Buyer the services
provided for under the TSA for the period required under the TSA.
184208501.4
Section 4.18
Financial Information
See attached.
for
Page
Number Title
1 Statement of Utility Operating Income for the Year
2 Electric Operating Revenues
3 Sales of Electricity by Rate Schedules
4-5 Sales for Resale
6-7 Other Operating Revenues
8-11 Electric Operation and Maintenance Expenses
12 Depreciation and Amortization Expenses
13 Taxes, Other Than Income Taxes
14 Calculation of Current Federal Income Tax Expense
15 Calculation of Current State Income (Excise) Taxes
16-17 Accumulated Deferred Income Taxes, Account 190
18-19 Accumulated Deferred Income Taxes - Accelerated Amortization Property
20-21 Accumulated Deferred Income Taxes - Other Property
22-23 Accumulated Deferred Income Taxes - Other
24 Accumulated Deferred Investment Tax Credits
25 Summary of Situs Utility Plant and Reserves
26-28 Situs Utility Plant by Account
29 Accumulated Provision for Utility Plant Depreciation - Situs
30 Situs Materials and Supplies
31 Summary of Allocated Utility Plant and Reserves
32-34 Allocated Utility Plant by Account
35 Accumulated Provision for Utility Plant Depreciation - Allocated
36 Allocated Materials and Supplies
37 Electric Energy Account and Monthly Peaks and Output
38-39 Miscellaneous General Expenses
40 Officers' Salaries
41 Political Advertising
42 Political Contributions
43 Expenditures to Affiliated Interests
44 Donations
45 Payments for Services Rendered By Persons Other Than
Employees and Charged to Oregon Operating Accounts
PUC FORM 559 (11000) (04-07)
ANNUAL REPORT
OREGON SUPPLEMENT TO FERC FORM 1
MULTI-STATE ELECTRIC COMPANIES
INDEX
Page i
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
STATE OF OREGON STATEMENT OF OPERATING INCOME FOR THE YEAR
(Ref.)ELECTRIC UTILITY
Line Account Page
No.No. Current Year Previous Year
(a)(b)(c)(d)
1 UTILITY OPERATING INCOME
2 Operating Revenues (400)................................................................. 2 74,664,913$ 71,425,002$
3 Operating Expenses
4 Operation Expenses (401)............................................................... 8-11 49,093,801 48,909,961
5 Maintenance Expenses (402).......................................................... 8-11 3,549,877 4,033,538
6 Depreciation Expense (403)............................................................. 12 7,693,252 6,849,828
7 Amort. & Depl. of Utility Plant (404-405).......................................... 12 251,269 217,581
8 Amort. of Utility Plant Acq. Adj. (406)............................................... 12 586 603
Amort. of Property Losses, Unrecovered Plant and Regulatory........
Study Costs (407-411) ......................................................................12 (30,019)(16,628)
10 Accretion Expense (411)..................................................................12 509 1,064
11 Amort. of Conversion Expenses (407)............................................. 12
12 Taxes Other Than Income Taxes (408.1)......................................... 13 2,077,180 2,238,265
13 Regulatory Debits/Credits................................................................ 14 317,709 303,059
14 Income Taxes - Federal (409.1)....................................................... 14 (43,353) 1,008,320
15 - Other (409.1).................................................................... 15 75,927 319,191
16 Provision for Deferred Inc. Taxes (410.1)........................................ 16-23 1,506,809 1,468,244
17 (Less) Provision for Deferred Income Taxes - Cr.(411.1)................. 16-23 (2,522,806) (2,313,531)
18 Investment Tax Credit Adj. - Net (411.4).......................................... 24 2,103,922 248,778
19 (Less) Gains from Disp. of Utility Plant (411.6)................................
20 Losses from Disp. of Utility Plant (411.7).........................................
21 TOTAL Utility Operating Expenses (Enter lines 4 thru 20).............64,074,663 63,268,273
22 Net Utility Operating Income (Total of line 2 less 20).....................10,590,250$ 8,156,729$
9
OREGON SUPPLEMENT Page 1
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC OPERATING REVENUES (Account 400) - STATE OF OREGONELECTRIC OPERATING REVENUES (Account 400) - STATE OF OREGON 1. Report below operating revenues for each prescribed account, and manufactured gas revenues in total. 4. Commercial and Industrial Sales, Account 442, may 5. See page 108, Important Changes During Year, for 2. Report number of customers, columns (f) and (g), on the basis of meters, in addition to the number of flat rate be classified according to the basis of classification important new territory added and important rate accounts; except that where separate meter readings are added for billing purposes, one customer should be counted (Small or Commercial, and Large or Industrial) regular increases or decreases. for each group of meters added. The average number of customers means the average of twelve figures at the close used by the respondent if such basis of classification 6. For lines 2, 4, 5, and 6, see page 304 for amounts of each month. is not generally greater than 1000 Kw of demand. (See relating to unbilled revenue by accounts. 3. If previous year (columns (c), (e) and (g), are not derived from previously reported figures, explain any Account 442 of the Uniform System of Accounts. Expla 7. Include unmetered sales. Provide details of such inconsistencies in a footnote. basis of classification in a footnote). sales in a footnote.Line Amount for Amount for Amount for Amount forNumber forNumber for Line No.Current YearPrevious YearCurrent YearPrevious YearCurrent YearPrevious Year No.(a)(b)(c) (d)(e)(f)(g)1Sales of Electricity12(440) Residential Sales.............................................21,308,020$ 20,619,478$ 190,709201,45414,01213,883 23 (442) Commercial and Industrial Sales34 Small (or Commercial) (See Instr. 4) (1).................22,475,76220,861,875216,124222,4955,9795,904 45 Large (or Industrial) (See Instr. 4) (2)......................19,115,58218,945,197242,381270,96967 56(444) Public Street and Highway Lighting.................153,251151,8664024753837 67(445) Other Sales to Public Authorities………………78(446) Sales to Railroads and Railways......................89(448) Interdepartmental Sales...................................910 TOTAL Sales to Ultimate Consumers..................63,052,615*60,578,416*649,615**695,39320,03519,831 1011(447) Sales for Resale - Opportunity Non-Firm.........7,004,1856,386,95187,43657,7431112 TOTAL Sales of Electricity..................................... .70,056,80066,965,367737,051753,13620,03519,831 1213(Less) (449.1) Provision for Rate Refunds................(369,171)(369,171)1314 TOTAL Revenue Net of Provision for Refunds...... .69,687,62966,596,19515 Other Operating Revenues16(450) Forfeited Discounts..........................................17(451) Miscellaneous Service Revenues....................61,65545,847 * Includes $283,887 unbilled revenues.18(453) Sales of Water and Water Power.....................19(454) Rent from Electric Property..............................831,442817,831 ** Includes 4,400 MWH relating to unbilled revenues.20(455) Interdepartmental Rents…………………………21(456) Other Electric Revenues..................................4,084,1873,965,12822232425 TOTAL Other Operating Revenues......................4,977,2844,828,80726 TOTAL Electric Operating Revenues...................74,664,913$ 71,425,002$ (1) Commercial and Industrial sales - Small - under 1,000 KW and includes all irrigation customers. (2) Commercial and Industrial sales - Large - 1,000 KW and over. AVG NO OF CUSTOMERS PER MONTHMEGAWATT HOURS SOLDOPERATING REVENUESOREGON SUPPLEMENTPage 2
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
STATE OF OREGON SALES OF ELECTRICITY BY RATE SCHEDULES
1. Report below for each rate schedule in effect during the rate schedule in the same revenue account classification (such
year the KWH of electricity sold, revenue, average number of as a general residential schedule and an off peak water heating
customers, average KWH per customer, and average revenue p schedule), the entries in column (d) for the special schedule
KWH, excluding data for Sales for Resale which is reported on should denote the duplication in number of reported customers.
pages 310-311. 4. The average number of customers should be the number of
2. Provide a subheading and total for each prescribed bills rendered during the year divided by the number of billing
operating revenue account in the sequence followed in "Electric periods during the year (12 if all billings are made monthly).
Operating Revenues," page 301. If the sales under any rate 5. For any rate schedule having a fuel adjustment clause state
schedule are classified in more than one revenue account, list in a footnote the estimated additional revenue billed pursuant
the rate schedule and sales data under each applicable revenue thereto.
account subheading. 6. Report amount of unbilled revenue as of end of year for
3. Where the same customers are served under more than one each applicable revenue account subheading.
Line Number and Title of Rate Schedule MWH Sold Revenue Average Number KWH of Sales Revenue (cents)
No. (Thousands) of Customers per Customer per KWH Sold
(a)(b)(c)(d) (e)(f)
1 440 - Residential Sales:
2 01 - Residential 193,337 21,236,849$ 14,007 13,674 10.98
3 03 - Residential-Mastered Metered 0 -$
4 05 - Residential - TOD 120 12,892 5
5 15 - Dusk to Dawn customer Lighting 105 53,284 50.75
6 Residential - Billed 193,562 21,303,025 14,012 13,814 11.01
7 Residential - Unbilled (2,853)(62,517)2.19
8 Bridger Depr & Boardman Decomm 67,514
9 Total 440 190,709 21,308,022 14,012 13,610 11.17
10
11 442 - Commercial and Industrial Sales:
12 07 - General Service 19,258 2,327,773 2,665 7,226 12.09
13 09P - General Service 20,913 1,785,549 8 2,614,112 8.54
14 09S - General Service 110,874 10,477,198 936 9.45
15 09T - General Service 3,052 236,472 1 7.75
16 15 - Dusk to dawn customer lighting 114 58,380 0 51.04
17 19P - Uniform rate contracts 147,840 11,222,089 5 29,568,036 7.59
18 19S - Uniform rate contracts 0 0 0
19 19T - Uniform rate contracts 95,030 7,394,814 1 7.78
20 24S - Irrigation and soil drainage pumpin 62,961 7,595,420 2,367 26,599 12.06
21 40 - General Service 5 430 2 2,500 8.60
22 Commercial & Industrial - Billed 460,047 41,098,126 5,985 76,867 8.93
23 Commercial & Industrial - Unbilled (1,543)346,403 (22.45)
24 Bridger Depr & Boardman Decomm 146,814
25 Total 442 458,504 41,591,343 5,985 76,609 9.07
26
27
28 444 - Public Street and Highway Lighting:
29 40 - General Service
30 41 - Municipal street lighting 384 150,124 27 14,237 39.05
31 42 - Municipal traffic control signal lightin 21 2,477 11 1,932 11.66
32 Public Street & Highway lighting billed 406 152,602 38 10,675 37.62
33 Public St & Highway lighting-unbilled (4)(1)
34 Bridger Depr & Boardman Decomm 650
35 Total 444 402 153,251 38 10,570 38.15
36
37
38
39
40
41 Total Billed 654,015 62,768,730 20,035 32,644 9.60
42 Total Unbilled Rev. (See Instr. 6)(4,400)283,885
43 TOTAL 649,615 63,052,615 20,035 32,644 9.60
OREGON SUPPLEMENT Page 3
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED SALES FOR RESALE (Account 447) - STATE OF OREGON
1. Report sales during the year to other electric utilities and to cities or other public authorities for distribution to
ultimate consumers.
2. Provide in column (a) subheadings and classify sales as to (1) Associated Utilities, (2) Nonassociated Utilities, (3) Muni-
cipalities, (4) Cooperatives, and (5) Other Public Authorities. For each sale designate statistical classification in column
(b) using the following codes: FP, firm power supplying total system requirements of customer or total requirements at a
specific point of delivery; FP(C), firm power supplying total system requirements of customer or total requirements at a
specific point of delivery with credit allowed customer for available standby; FP(P), firm power supplementing customer's own
generation or other purchases; DP, dump power; O, other. Describe in a footnote the nature of any sales classified as Other
Power. Place an "x" in column (c) if sales involves export across a state line. Group together sales coded "x" in column (c) by
state (or county) of origin identified in column (e), providing a subtotal for each state (or county) of delivery in columns
(L) and (p).
Export FERC Station MW or MVa of Demand
Line Sales To Stat. Across Rate Point of Delivery Owner- (Specify which)
Class State Sch. (State or County) Ship
No. Lines No.Contract Average Monthly Annual
Demand Maximum Maximum
Demand Demand
(a)(b) (c) (d) (e)(f) (g)(h) (i)
1
2
3 Various Utilities
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PAGE 4OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED SALES FOR RESALE (Account 447) (Continued) - STATE OF OREGON
3. Report separately firm, dump, and other power sold to the same utility.
4. If delivery is made at a substation, indicate ownership in column (f), using the following codes: RS, respondent owned
or leased; CS, customer owned or leased.
5. If a fixed number of megawatts of maximum demand is specified in the power contract as a basis of billings to the
customer, enter this number in column (g). Base the number of megawatts of maximum demand entered in columns (h) and (i)
on actual monthly readings. Furnish these figures whether or not they are used in the determination of demand charges.
Show in column (j) type of demand reading ( i.e., instantaneous, 15, 30, or 60 minutes integrated).
6. For column (l) enter the number of megawatt hours shown on the bills rendered to the purchasers.
7. Explain in a footnote any amounts entered in column (o), such as fuel or other adjustments.
8. If a contract covers several points of delivery and small amounts of electric energy are delivered at each point,
such sales may be grouped.
REVENUE
Type of Voltage at
Demand Which Megawatt
Reading Delivered Hours Demand Energy Other Total Line
Charges Charges
No.
(j)(k)(l)(m)(n)(o)(p)
1
2
7,004,185 $7,004,185 3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PAGE 5OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
SALES TO RAILROADS AND RAILWAYS AND INTERDEPARTMENTAL SALES (Accounts 446, 448)
1. Report particulars concerning sales included in Accounts 446 and 448.
2. For Sales to Railroads and Railways, Account 446, give name of railroad or railway in addition to other required information.
If contract covers several points of delivery and small amounts of electricity are delivered at each point, such sales may be grouped.
3. For Interdepartmental Sales, Account 448, give name of other department and basis of charge to other department in addition to
other required information.
4. Designate associated companies.
5. Provide subheading and total for each account.
Line Item Point of Delivery Kilowatt-hours Revenue Revenue
per KWH
No.(a)(b)(c)(d)(e)
1 None
2
3
4
7
8
9
10
11
12
13
14
15
16
17
18
19
20
RENT FROM ELECTRIC PROPERTY AND INTERDEPARTMENTAL RENTS (Accounts 454, 455)
1. Report particulars concerning rents received included in Accounts 454 and 455.
2. Minor rents may be grouped by classes.
3. If rents are included which were arrived at under an arrangement for apportioning expenses of a joint facility, whereby the amount
included in this account represents profit or return on property, depreciation, and taxes, give particulars and the
basis of apportionment of such charges to Account 454 or 455.
4. Designate if lessee is an associated company.
5. Provide a subheading and total for each account.
Line ame of Lessee or Department Description of Property Amount of Revenue
No.For Year
(a)(b)(c)
21 Various Substation Equipment Rental 127,954$
22
23 " Transformer Rentals - Dist 950
24
25 " Line Rentals -
26
27 " Cogeneration 79,143
28
29 " Pole Attachments 137,735
30
31 " Facilities Charges 434,228
32
33 " Other Rentals 48,638
34
35 "Water Lease 2,794
36
37 "
38 Total Account 454 831,442$
OREGON SUPPLEMENT Page 6
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED SALES OF WATER AND WATER FOR POWER (Account 453) - OREGON
1. Report below the information called for concerning revenues derived during the
year from sales to others of water or water power.
2. In column (c) show the name of the power development of the respondent supplying
the water or water power sold.
3. Designate associated companies.
Purpose for which Power Plant Amount of
Line Name of Purchaser Water was Used Development Revenue for Year
No.(a)(b) (c)(d)
1 None
2
3 TOTAL
MISCELLANEOUS SERVICE REVENUES AND OTHER ELECTRIC REVENUES (Accounts 451, 456)
1. Report particulars concerning miscellaneous service revenues and other electric
revenues derived from electric utility operations during year. Report separately
in this schedule the total revenues from operation of fish and wildlife and recreation
facilities, regardles of whether such facilities are operated by company or by contract
concessionaires. Provide a subheading and total for each account. For account 456,
list first revenues realized through Research and Development ventures, see account 456.
2. Designate associated companies.
3. Minor items may be grouped by classes.
Line Name of Company and Description of Service
Amount of
Revenue
for Year
No.(b)
4 Account 451
5
6 Miscellaneous Service Revenues...............................................................................................................61,655$
7
8 Account 456
9
10 Transmission for Others - Network...........................................................................................................447,132$
11 Transmission - Point-to-Point and Other.................................................................................................. . .1,918,311
12 Photovoltaic Station Service.....................................................................................................................-
13 DSM Rider Funds……………………………………………………………………………………………………1,718,394
14 Sierra Pacific Usage Charge....................................................................................................................-
15 Antelope....................................................................................................................................................-
16 Miscellaneous...........................................................................................................................................350
17
18
19
20 Total Account 456..............................................................................................................................4,084,187$
21
22
23
OREGON SUPPLEMENT Page 7
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(c)
1 (1) POWER PRODUCTION EXPENSES
2 A. Steam Power Generation
3 Operation
4 24,535$ 25,391$
5 3,985,455 4,623,888
6 423,597 407,337
7
8
9 66,330 49,434
10 317,269 344,830
11 9,133 9,215
12
13 4,826,319 5,460,096
14 Maintenance
15 (10,321)(9,596)
16 44,574 102,008
17 321,225 384,364
18 126,007 101,041
19 345,283 385,225
20 826,768 963,042
21 5,653,087 6,423,138
22 B. Nuclear Power Generation
23 Operation
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 C. Hydraulic Power Generation
43 Operation
44 (535) Operation Supervision and Engineering...........................................................................................209,425 232,771
45 (536) Water for Power..............................................................................................................................129,086 266,164
46 (537) Hydraulic Expenses.........................................................................................................................742,330 740,306
47 (538) Electric Expenses............................................................................................................................86,176 80,342
48 (539) Miscellaneous Hydraulic Power Generation Expenses.....................................................................215,791 206,072
49 (540) Rents..............................................................................................................................................12,172 12,185
50 TOTAL Operation (Enter Total of lines 44 thru 49).............................................................................1,394,980 1,537,841
PAGE 8
TOTAL Operation (Enter Total of lines 4 thru 12)...............................................................................
TOTAL Power Production Expenses-Steam Power (Enter Total of lines 13 and 20).........................
(500) Operation Supervision and Engineering..........................................................................................
(501) Fuel................................................................................................................................................
(502) Steam Expenses............................................................................................................................
(503) Steam from Other Sources.............................................................................................................
(Less) (504) Steam Transferred-Cr.........................................................................................................
(505) Electric Expenses...........................................................................................................................
(506) Miscellaneous Steam Power Expenses..........................................................................................
(507) Rents.............................................................................................................................................
(509) Allowances.....................................................................................................................................
(510) Maintenance Supervision and Engineering.....................................................................................
(511) Maintenance of Structures..............................................................................................................
(512) Maintenance of Boiler Plant............................................................................................................
(513) Maintenance of Electric Plant.........................................................................................................
(514) Maintenance of Miscellaneous Steam Plant....................................................................................
TOTAL Operation (Enter Total of lines 24 thru 32)............................................................................
TOTAL Maintenance (Enter Total of Lines 15 thru 19).......................................................................
(517) Operation Supervision and Engineering..........................................................................................
(518) Fuel................................................................................................................................................
(519) Coolants and Water........................................................................................................................
(520) Steam Expenses............................................................................................................................
(521) Steam from Other Sources.............................................................................................................
(Less) (522) Steam Transferred-Cr.........................................................................................................
(523) Electric Expenses...........................................................................................................................
(524) Miscellaneous Nuclear Power Expenses........................................................................................
(525) Rents.............................................................................................................................................
TOTAL Maintenance (Enter Total of lines 35 thru 39).......................................................................
TOTAL Power Production Expenses-Nuclear Power (Enter Total of lines 33 and 40).......................
Maintenance............................................................................................................................................
(528) Maintenance Supervision and Engineering.....................................................................................
(529) Maintenance of Structures..............................................................................................................
(530) Maintenance of Reactor Plant Equipment.......................................................................................
(531) Maintenance of Electric Plant.........................................................................................................
(532) Maintenance of Miscellaneous Nuclear Plant..................................................................................
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
51 C. Hydraulic Power Generation (Continued)
52 Maintenance
53 (541) Maintenance Supervision and Engineering......................................................................................7,743$ 4,457$
54 (542) Maintenance of Structures...............................................................................................................36,163 37,441
55 (543) Maintenance of Reservoirs, Dams, and Waterways........................................................................88,706 18,237
56 (544) Maintenance of Electric Plant..........................................................................................................96,394 107,855
57 (545) Maintenance of Miscellaneous Hydraulic Plant.................................................................................137,037 157,398
58 TOTAL Maintenance (Enter Total of lines 53 thru 57)..........................................................................366,042 325,388
59 TOTAL Power Production Expenses-Hydraulic Power (Enter Total of lines 50 and 58)........................1,761,022 1,863,229
61 Operation
62 (546) Operation Supervision and Engineering...........................................................................................25,588 25,185
63 (547) Fuel.................................................................................................................................................7,507,962 5,460,880
64 (548) Generation Expenses......................................................................................................................211,155 214,762
65 (549) Miscellaneous Other Power Generation Expenses..........................................................................29,553 366
66 (550) Rents..............................................................................................................................................--
67 TOTAL Operation (Enter Total of lines 62 thru 66)...............................................................................7,774,257 5,701,194
68 Maintenance
69 (551) Maintenance Supervision and Engineering......................................................................................--
70 (552) Maintenance of Structures...............................................................................................................5,632 6,387
71 (553) Maintenance of Generating and Electric Plant.................................................................................(1,242)40,437
72 (554) Maintenance of Miscellaneous Other Power Generation Plant.........................................................202,708 270,306
73 TOTAL Maintenance (Enter Total of lines 69 thru 72).........................................................................207,098 317,130
74 TOTAL Power Production Expenses-Other Power (Enter Total of lines 67 and 73)..............................7,981,356 6,018,323
75 E. Other Power Supply Expenses
76 (555) Purchased Power............................................................................................................................20,469,130 23,350,416
77 (556) System Control and Load Dispatching.............................................................................................--
78 (557) Other Expenses..............................................................................................................................1,398,186 (1,020,334)
79 TOTAL Other Power Supply Expenses (Enter Total of lines 76 thru 78)...............................................21,867,316 22,330,082
80 TOTAL Power Production Expenses (Enter Total of lines 21, 41, 59, 74, and 79)................................37,262,781 36,634,773
81 2. TRANSMISSION EXPENSES
82 Operation
83 (560) Operation Supervision and Engineering...........................................................................................120,145 128,482
84 (561) Load Dispatching............................................................................................................................211,340 215,886
85 (562) Station Expenses............................................................................................................................107,572 112,183
86 (563) Overhead Line Expenses................................................................................................................47,120 45,134
87 (564) Underground Line Expenses...........................................................................................................
88 (565) Transmission of Electricity by Others...............................................................................................461,173 496,022
89 (566) Miscellaneous Transmission Expenses...........................................................................................-0
90 (567) Rents..............................................................................................................................................197,499 195,318
91 TOTAL Operation (Enter Total of lines 83 thru 90)...............................................................................1,144,849 1,193,027
92 Maintenance
93 (568) Maintenance Supervision and Engineering......................................................................................12,367 8,320
94 (569) Maintenance of Structures...............................................................................................................72,442 76,624
95 (570) Maintenance of Station Equipment..................................................................................................125,668 105,051
96 (571) Maintenance of Overhead Lines......................................................................................................47,850 91,511
97 (572) Maintenance of Underground Lines.................................................................................................
98 (573) Maintenance of Miscellaneous Transmission Plant..........................................................................111 206
99 (575) Regional Market Expense - EIM......................................................................................................27,485 27,631
100 TOTAL Maintenance (Enter Total of lines 93 thru 98)..........................................................................285,923 309,343
101 TOTAL Transmission Expenses (Enter Total of lines 91 and 99).........................................................1,430,772 1,502,370
102 Operation
103 (580) Operation Supervision and Engineering...........................................................................................208,284 279,738
PAGE 9OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
104 3. DISTRIBUTION EXPENSES (Continued)
105 (581) Load Dispatching............................................................................................................................211,461$ 191,648$
106 (582) Station Expenses............................................................................................................................72,263 76,860
107 (583) Overhead Line Expenses................................................................................................................398,116 383,799
108 (584) Underground Line Expenses...........................................................................................................83,194 68,577
109 (585) Street Lighting and Signal System Expenses..................................................................................269 1,902
110 (586) Meter Expenses..............................................................................................................................201,341 172,397
111 (587) Customer Installations Expenses....................................................................................................82,535 72,152
112 (588) Miscellaneous Distribution Expenses...............................................................................................206,363 221,850
113 (589) Rents..............................................................................................................................................29,898 35,083
114 TOTAL Operation (Enter Total of lines 103 thru 113)..........................................................................1,493,722 1,504,005
115 Maintenance
116 (590) Maintenance Supervision and Engineering......................................................................................340 566
117 (591) Maintenance of Structures...............................................................................................................--
118 (592) Maintenance of Station Equipment..................................................................................................203,817 170,053
119 (593) Maintenance of Overhead Lines......................................................................................................1,259,443 1,552,671
120 (594) Maintenance of Underground Lines.................................................................................................10,960 10,925
121 (595) Maintenance of Line Transformers..................................................................................................3,536 5,191
122 (596) Maintenance of Street Lighting and Signal Systems........................................................................10,142 8,709
123 (597) Maintenance of Meters....................................................................................................................30,215 25,982
124 (598) Maintenance of Miscellaneous Distribution Plant..............................................................................9,798 8,153
125 TOTAL Maintenance (Enter Total of lines 116 thru 124)......................................................................1,528,250 1,782,251
126 TOTAL Distribution Expenses (Enter Total of lines 114 and 125).........................................................3,021,972 3,286,256
127 4. CUSTOMER ACCOUNTS EXPENSES
128 Operation
129 (901) Supervision.....................................................................................................................................39,161 37,619
130 (902) Meter Reading Expenses................................................................................................................286,529 243,590
131 (903) Customer Records and Collection Expenses...................................................................................527,998 493,823
132 (904) Uncollectible Accounts....................................................................................................................371,686 208,449
133 (905) Miscellaneous Customer Accounts Expenses.................................................................................(19)(144)
134 TOTAL Customer Accounts Expenses (Enter Total of lines 129 thru 133)...........................................1,225,355 983,337
135 5. CUSTOMER SERVICE AND INFORMATIONAL EXPENSES
136 Operation
137 (907) Supervision.....................................................................................................................................52,917 42,858
138 (908) Customer Assistance Expenses......................................................................................................2,024,722 1,718,242
139 (909) Informational and Instructional Expenses........................................................................................9,021 9,524
140 (910) Miscellaneous Customer Service and Informational Expenses........................................................40,019 31,635
141 TOTAL Cust. Service and Informational Expenses (Enter Total of lines 137 thru 140).........................2,126,678 1,802,259
142 6. SALES EXPENSES
143 Operation
144 (911) Supervision.....................................................................................................................................
145 (912) Demonstrating and Selling Expenses..............................................................................................--
146 (913) Advertising Expenses......................................................................................................................
147 (916) Miscellaneous Sales Expenses.......................................................................................................
148 TOTAL Sales Expenses (Enter Total of lines 144 thru 147).................................................................--
149 7. ADMINISTRATIVE AND GENERAL EXPENSES
150 Operation
151 (920) Administrative and General Salaries................................................................................................4,475,094 4,176,347
152 (921) Office Supplies and Expenses.........................................................................................................706,682 659,976
153 (922) Administrative Expenses Transferred-Credit...................................................................................(1,843,789) (1,531,706)
PAGE 10OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
154 7. ADMINISTRATIVE AND GENERAL EXPENSES (Continued)
155 (923) Outside Services Employed............................................................................................................439,982$ 380,757$
156 (924) Property Insurance..........................................................................................................................131,920 159,777
157 (925) Injuries and Damages.....................................................................................................................179,467 285,336
158 (926) Employee Pensions and Benefits....................................................................................................2,396,490 2,467,470
159 (927) Franchise Requirements.................................................................................................................--
160 (928) Regulatory Commission Expenses..................................................................................................561,331 1,587,821
161 (929) Duplicate Charges-Cr......................................................................................................................
162 (930.1) General Advertising Expenses.....................................................................................................1,588 21,428
163 (930.2) Miscellaneous General Expenses.................................................................................................191,561 190,915
164 (931) Rents..............................................................................................................................................--
165 TOTAL Operation (Enter Total of lines 151 thru 164)...........................................................................7,240,326 8,398,120
166 Maintenance
167 (935) Maintenance of General Plant..........................................................................................................335,795 336,384
168 TOTAL Administrative and General Expenses (Enter Total of lines 165
thru 167)........................................................................................................................................7,576,121 8,734,504
169 TOTAL Electric Operation and Maintenance Expenses (Enter Total of
lines 80, 100, 126, 134, 141, 148, and 168)...................................................................................52,643,678$ 52,943,498$
SUMMARY OF ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES - OREGON
Line Functional Classification Operation Maintenance Total
No.
(a) (b)(c)(d)
170 Power Production Expenses
171 Electric Generation:
172 Steam power.....................................................................................4,826,319$ 826,768$ 5,653,087$
173 Nuclear power.......…….....................................................................
174 Hydraulic - Conventional....................................................................1,394,980 366,042 1,761,022$
175 Hydraulic - Pumped Storage...............…...........................................
176 Other power.......................................................................................7,774,257 207,098 7,981,356$
Other Power Supply Expenses............................................................21,867,316 - 21,867,316$
177 Total Power Production Expenses................................................35,862,872 1,399,909 37,262,781$
178 Transmission Expenses.........................................................................1,144,849 285,923 1,430,772$
179 Distribution Expenses............................................................................1,493,722 1,528,250 3,021,972$
180 Customer Accounts Expenses...............................................................1,225,355 - 1,225,355$
181 Customer Service and Informational Expenses......................................2,126,678 - 2,126,678$
182 Sales Expenses.....…….........................................................................---$
183 Administrative and General Expenses...................................................7,240,326 335,795 7,576,121$
184 Total Electric Operation and Maintenance Expenses....................49,093,801$ 3,549,877$ 52,643,678$
PAGE 11OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED DEPRECIATION AND AMORTIZATION OF ELECTRIC PLANT (Account 403, 404, 405) - OREGON
(Except amortization of acquistion adjustments)
A. Summary of Depreciation and Amortization Charges
Amortization of Amortization
Depreciation Limited-Term of Other
Line Functional Classification Expense Electric Plant Electric Plant
No.(Account 403) (Account 404) (Acct. 405)Total
(a)(b)(c)(d)(e)
1 Intangible Plant.......................................................- $ 251,269$ 251,269$
2 Steam Production Plant..........................................1,905,181 - 1,905,181
3 Nuclear Production Plant.....…........….....…...........-
4 Hydraulic Production Plant - Conventional.............988,273 - 988,273
5 Hydraulic Production Plant - Pumped Storage.......
6 Other Production Plant...........................................753,848 - 753,848
7 Transmission Plant.................................................1,015,823 - 1,015,823
8 Distribution Plant.................................................... . .2,275,503 - 2,275,503
9 General Plant..........................................................766,753 - 766,753
10 Depreciation on Disallowed Costs.........….............(12,129)- (12,129)
11 Boardman ARO Depreciation.........….....................- -
12 ARO Accretion .........…................................………509 509
13 TOTAL................................7,693,762$ 251,269$ 7,945,030$
B. OTHER AMORTIZATION
Describe briefly the nature of each transaction giving rise to amortization included in Account 406, Amortization of
Utility Plant Acquisition Adjustments, or Account 407, Amortization of Property Losses. Provide the requested
information for each transaction, as well as providing a total for each account.
OPUC
Amortization
Nature of Transaction Number Period Amount
Account 406 Total System Oregon
Amount Allocation
Amortization of JOOA SWAP TRANS COST 586.17 15,017.88$ 0.03903114
Account 411
411.6 -$ - $ 0.03903114
411.7 -$ - $ 0.03903114
411.8 - Green Tags and Emissions (30,018.80)$ (769,098.70) 0.03903114
(29,433)$ (754,081)$
OREGON SUPPLEMENT Page 12
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ALLOCATED TAXES, OTHER THAN INCOME TAXES (ACCOUNT 408.1) - OREGON
KIND OF TAX Amount
1 Federal Taxes:
2 FICA 864,976$
3 FUTA 4,071
4 Less: Payroll Deduction and Loading (881,042)
5 State Taxes:
6 Ad Valorem 818,978
7 Licenses - Hydro Projects 171
8 Regulatory Commission Fees 260,575
9 Franchise Taxes 944,305
10 State Unemployment Taxes 11,995
11 Hydro Generation KWH Tax 53,152
12 Canada Sales Tax 0
13
14
15
16
17
18
19
20
21
22
23 TOTAL (Must agree with page 1, line 12.)2,077,180
OREGON SUPPLEMENT Page 13
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
CALCULATION OF CURRENT FEDERAL INCOME TAX EXPENSE - Account 409.1
1. Report amounts used to derive current Federal income tax expense, Account 409.1, for the reporting period. If amounts
are shown in thousands, show (000) in the heading for column (b).
2. Show amounts increasing taxable income as positive values and amounts decreasing taxable income as negative.
3. Current tax expense on this schedule must match the amount reported on page 1, line 12 of this report. Separately identify
adjustments arising from revisions of prior year accruals.
4. Minor amounts of other additions (subtractions) may be grouped.
Line Particulars (Details)Amount
No.(a)(b)
1 Electric Operating Revenues..........................................................................................................................74,664,913$
2 Operations and Maintenance Expenses.........................................................................................................52,643,678
3 Taxes Other Than Income..............................................................................................................................2,077,180
4 Regulatory Debits/Credits...............................................................................................................................317,709
5 State Income (Excise) Tax.............................................................................................................................258,544
6 Interest............................................................................................................................................................5,882,532
7 Federal Income Tax Depreciation.................................................................................................................. 7,693,252
8 Other Line items to Derive Taxable Income…………………………………………………………………………509
9 Amortization of Limited-Term Plant............................................................................................................221,836
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 Federal Tax Net Income..................................................................................................................................5,569,673$
25
26
27 Show Computation of Tax:
28
29 Federal Income Tax @ 21%.......................................................................................................................... 1,169,631$
30 FIN 48 Adjustment.................................................................................................................................. (1,286,849)
31 Prior Years' Tax Adjustment.................................................................................................................... (584,325)
32 Total Federal Income Tax Before Other Adjustments...................................................................................... (701,543)
33
34 Other Tax Adjustments
35 Allowance for AFUDC................................................................................................................................ 2,650,536$
36 Income Tax Adjustments............................................................................................................................ 483,698
37 Federal Tax on Other Tax Adj @ 21%............................................................................................................. 658,189
38
39 Total Federal Income Tax............................................................................................................................... (43,353)$
OREGON SUPPLEMENT Page 14
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
CALCULATION OF CURRENT STATE INCOME (EXCISE) TAX EXPENSE - Account 409.1
1. Report amounts used to derive current state income (excise) tax expense, Account 409.1, for the reporting period.
If amounts are shown in thousands, show (000) in the heading for column (b).
2. Show amounts increasing taxable income as positive values and amounts decreasing taxable income as negative.
3. Current tax expense on this schedule must match the amount reported on page 1, line 15 of this report. Separately
identify adjustments arising from revisions of prior year accruals.
4. Minor amounts of other additions (subtractions) may be grouped.
Line Particulars (Details)Amount
No.(a)(b)
1 Electric Operating Revenues................................................................................................74,664,913$
2 Operations and Maintenance Expenses..............................................................................52,643,678
3 Taxes Other Than Income...................................................................................................2,077,180
4 Regulatory Debits/Credits....................................................................................................317,709
5 Interest.................................................................................................................................5,882,532
6 State Income (Excise) Tax Depreciation..............................................................................7,693,252
7
8 Other Line Items to Derive Taxable Income
9 Amortization of Limited-Term Plant……………………………………………………………221,836
ARO Accretion Expense..................................................................................................509
10 Income Tax Adjustments.................................................................................................(197,692)
11 Allowance for AFUDC......................................................................................................2,650,536
12 IERCO Taxable Income...................................................................................................557,613
13
14
15
16
17
18
19
20
21 TOTAL Utility Operating Expenses (Enter lines 4 thru 20)
22
13
14 State Tax Net Income..........................................................................................................2,817,759$
15
16
17
18
19 Show Computation of Tax:
20
21 State Taxes ........................................................................................................................258,544
22 Add: FIN 48 Adjustment.....................................................................................................(174,386)
23 Prior Period Adjustment............................................................................................(8,231)
24
25
26 Total Oregon State Tax...................................................................................................75,927$
OREGON SUPPLEMENT Page 15
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES (Account 190)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes.
2. In the space provided:
(a) identfy, by amount and classification, significant items for which deferred taxes are being provided.
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Electric
2 Emission Allowances............................................................ $ -$ -$
3 Advances for Construction...................................................0 (92,054)
4 Other Operating (See Note 1)..............................................127,722 (617,270)
5
6 Non-Operating......................................................................
7
8
9 Total Electric............................................................................ $ 127,722$ (709,324)$
10 Gas............................................................................................ $ $ $
11
12
13 Other
14 Total Gas................................................................................. $ $ $
15 Other Non-Electric ................................................................... $ $ $
16 Total (Account 190)................................................................. $ 127,722$ (709,324)$
17 Classification of TOTALS
18 Federal Income Tax............................................................. $ $ $
19 State Income Tax................................................................. $ $ $
20 Local Income Tax ................................................................ $ $ $
Note 1:
Rate Case Disallowance...........................................................2,721 0
PCA Coal Usage Reserve........................................................0 (104,680)
Executive Deferred Compensation...........................................0 (814)
Executive Deferred Compensation Long-Term.........................0 0
SFAS 112 - Post Retirement Benefits.......................................0 (829)
Non-VEBA Pension and Benefits..............................................2,823 0
FAS 123R - Stock Based Compensation..................................0 (6,557)
Provision for Rate Refunds.......................................................0 0
Revenue Sharing......................................................................5,223 0
Stock Based Comp - Reserve..................................................15,643 0
Incentive Reserve - Deferred Only............................................4,615 0
Tax Reform Regulatory Stipulation...........................................0 (74,358)
COVID Deferral Order 34718....................................................5,170 0
Deferred Idaho ITC...................................................................61,938 (203,065)
VEBA - Post Retiree Benefits...................................................0 (3,901)
Bridger Revenue Deferral.........................................................3,901 0
AFUDC Hells Canyon Relicensing............................................0 (194,141)
Soft Cap Battery Reserve.........................................................25,711 0
Reg Asset.................................................................................0 0
Unrealized Gain/Loss on Investment........................................(22)(5)
USBR-American Falls O&M Costs Settlement.........................0 (5,880)
Oregon Pension Expense.........................................................0 (6,878)
Incentive Deferral - Profit Sharing not in rates..........................0 (14,643)
OR Reconnect Fees Adv..........................................................0 (19)
Asset Retirement Obligation (ARO)..........................................0 (1,501)
Deferred GBC Federal..............................................................0 0
Employer FICA Tax Deferral-CARES Act.................................0 0
Total.................................................................................. $ 127,722$ (617,270)$
OREGON SUPPLEMENT PAGE 16
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES (Account 190) (Continued)
(b) indicate insignificant amounts under OTHER.
3. Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g) (h) (i) (j)(k)
1
$ $ $ $ $ 2
3
4
5
0 (860)6
7
8
$ (860)$ $ $ $ 9
$ $ $ $ $ 10
11
12
13
$ $ $ $ $ 14
$ $ $ 15
$ (860)$ $ $ $ 16
17
$ $ $ $ $ 18
$ $ $ $ $ 19
$ $ $ $ $ 20
-$ -$
OREGON SUPPLEMENT PAGE 17
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-ACCELERATED AMORTIZATION PROPERTY (Account 281)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to amortizable property.
2. In the space provided furnish explanations, including the following in columnar order:
(a) State each certification number with a brief description of property.
(b) Total and amortizable cost of such property.
(c) Date amortization for tax purposes commenced.
CHANGES DURING YEAR
Balance at
Line Account Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Accelerated Amortization (Account 281) NONE
2 Electric
3 Defense Facilities..............................................................
4 Pollution Control Facilities.................................................
5 Other: Accelerated Amortization.......................................
6
7
8 TOTAL Electric (Enter Total of lines 3 thru 7)
9 Gas
10 Defense Facilities..............................................................
11 Pollution Control Facilities.................................................
12 Other.................................................................................
13
14
15 TOTAL Gas (Enter Total of lines 10 thru 14)....................
16 Other (Specify)....................................................................
TOTAL (Account 281)(Enter Total of 8, 15,
17 and 16).............................................................................-$ -$
18
19 Federal Income Tax............................................................
20 State Income Tax................................................................
21 Local Income Tax................................................................
PAGE 18OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-ACCELERATED AMORTIZATION PROPERTY (Account 281) (Continued)
(d) "Normal" depreciation rate used in computing the deferred tax.
(e) Tax rate used to originally defer amounts and the tax rate used during the current year to amortize
previous deferrals.
3. Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
-$ -$ 17
18
19
20
21
PAGE 19OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-OTHER PROPERTY (Account 282)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to property not subject to accelerated amortization.
2. In the space provided furnish below explanations,including the following:
State the general method or methods of liberalized depreciation being used (sum-of-year digits, declining balance,
etc.,) estimated lives i.e. useful life, guideline life, guideline class life, etc., and classes of plant to
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Account 282
2 Electric...........................................................................128,075$ (1,573,491)$
3 Gas................................................................................
4 Other (Define) ...............................................................
5 TOTAL (Enter Total of lines 2 thru 4)..........................128,075 (1,573,491)
6 Other (Specify)...............................................................
7 FERC Jurisdictional Deferral……………………………
8 Non-Utility Property.....................................................
9 TOTAL Account 282 (Enter Total of lines 5 thru 8).....128,075$ (1,573,491)$
10 Classification of TOTAL
11 Federal Income Tax......................................................
12 State Income Tax.........................................................
13 Local Income Tax.........................................................
Line 2:
Depr Timing Diff..............................................................152,272 (902,300)
Intangible Asset - Labor Deductions...............................(32,525)-
N Valmy Partnership Capitalized Items..........................0 -
CIAC as Taxable Income................................................0 (644,797)
FERC Juris-S Georgia-Acct 282 Def only 0 -
Engineering Fees............................................................0 (626)
Software Costs................................................................0 -
Total........................................................................119,747 (1,547,723)
PAGE 20OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-OTHER PROPERTY (Account 282) (Continued)
which each method is being applied and date method was adopted.
3.Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
-$ -$ -$ 2
3
4
0 0 0 5
6
7
-$ -$ 8
-$ -$ -$ 9
10
11
12
13
PAGE 21OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-OTHER (Account 283)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to amounts recorded in Account 283.
2. In the space provided below include amounts relating to insignificant items under Other.
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Account 283
2 Electric (See Note 1)1,259,926 (265,759)
3
4 Total Electric..................................................1,259,926 (265,759)
5
6
7 Other (See Note 2)..............................................
8
9
10 Total (Account 283) (Enter Total of lines 4 - 9).... 1,259,926$ (265,759)$
11 Classification of Total:
12 Federal Income Tax............................................
13 State Income Tax................................................
14 Local Income Tax................................................
Note 1:
Oregon PCAM.........................................................0 0
Langley Revenue Accrual.......................................0 (2,617)
PCA ........................................................................0 0
PCA Expense Deferral............................................0 (120,333)
Oregon Excess Power Supply Costs......................289 (9,814)
OATT Revenue Deficiency ....................................0 0
Emission Allowances..............................................0 0
Fixed Cost Adjustment (FCA).................................86,168 (0)
Community Solar Deferral…………………………..452 0
Intervenor Funding Orders......................................41 0
Oregon CAT Deferral..............................................0 0
Prepaid Credit Facility.............................................0 (363)
EIM Deferral............................................................0 0
EIM PCA Offset Estimate........................................860 0
REC Sales...............................................................17,973 0
Pension Expense....................................................323,264 (0)
Valmy Settlement Adjust.........................................0 (59,104)
Valmy Depreciation Adjust......................................0 (37,922)
Conservation Programs..........................................0 (33,073)
COVID Deferral Order 34718..................................0 0
Wildfire Mitigation Deferral......................................259,416 0
Boardman Decommission.......................................8,589 0
Siemens LTP Contract............................................614 0
Siemens OR DRB Interest Reserve.......................0 (262)
Bridger Depreciation Adjust....................................554,025 0
Boardman Removal................................................7,421 0
LIDAR Surveys Deferral..........................................0 0
Gain/Loss on Reacquired Debt...............................323 0
OR Annual Reg Exp................................................490 0
Royalty Income........................................................0 (2,271)
Total.................................................................1,259,926 (265,759)
Note 2:
Advance Coal Royalties..........................................
Unrealized Gain/Loss from Rabbi Trust..................
Oregon Non-Operating Property Tax Adj................
Unrealized Gain/Loss from tax................................
Total.................................................................
PAGE 22OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INCOME TAXES-OTHER (Account 283) (Continued)
3. Beginning balances may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
0 0 2
3
----4
5
6
0 (7,193)7
8
9
0$ (7,193)$ -$ -$ 10
11
12
13
14
0 0
0 0
0 (686)
0 (2)
0 (6,506)
0 (7,193)
PAGE 23OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS (Account 255)
Report below information applicable to Account 255. Explain by footnote any correction adjustments to the account
balance shown in column (g). Include in column (i) the average period over which the tax credits are amortized.
Average
Account Balance at Balance at Period of
Subdivisions Beginning Adjustments End Allocation
Line of Year Account Amount Account Amount Year To Income
No. No. No.
(a)(b) (c)(d) (e)(f)(g)(h)(i)
1 Electric Utility
2 3%
3 4%
4 7%
5 10%
6
7
8
9 TOTAL 411.4 2,332,404$ 411.4 (228,482)$
10
11 Other (List separately
12 and show 3%, 4%, 7%,
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Allocations to
Current Year's Income
Deferred for Year
OREGON SUPPLEMENT Page 24
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
Line Item Total Electric Gas Other (Specify) Other (Specify) Common
No.(a)(b)(c)(d)(e)(f)(g)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified)..........................................543,736,984$ 543,736,984$
4 Property Under Capital Leases.....................................
5 Plant Purchased or Sold...............................................
6 Completed Construction not Classified.........................
7 Experimental Plant Unclassified....................................
8 TOTAL (Enter Total of lines 3 thru 7)...........................543,736,984$ 543,736,984$
9 Leased to Others..........................................................
10 Held for Future Use......................................................868,573$ 868,573$
11 Construction Work in Progress.....................................182,927,294$ 182,927,294$
12 Acquisition Adjustments................................................100,845$ 100,845$
13 TOTAL Utility Plant (Enter Total of lines 8 thru 12).......727,633,696$ 727,633,696$
14 Accum. Prov. for Depr., Amort., & Depl........................NOT AVAILABLE
15 Net Utility Plant (Enter Total of line 13 less 14)……………727,633,696$ 727,633,696$
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service
18 Depreciation.................................................................
19 Amort. and Depl. of Producing Natural Gas Land
and Land Rights...........................................................
20 Amort. of Underground Storage Land and Land Rights.
21 Amort. of Other Utility Plant..........................................
22 TOTAL In Service (Enter total of lines 18 thru 21)........
23 Leased to Others
24 Depreciation.................................................................
25 Amortization and Depletion...........................................
26 TOTAL Leased to Others (Enter Total of lines 24 and 2
27 Held for Future Use
28 Depreciation.................................................................
29 Amortization.................................................................
30 TOTAL Held for Future Use (Enter Total of lines 28
and 29)......................................................................
31 Abandonment of Leases (Natural Gas)...........................
32 Amort. of Plant Acquisition Adj........................................
33 TOTAL Accumulated Provisions (Should agree with lin
14 above) (Enter Total of lines 22,26,30,31,and 32)....
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION
OREGON SUPPLEMENT Page 25
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE (In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.)4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance at Balance atLineAccountBeginning of year AdditionsRetirementsAdjustmentsTransfers End of YearNo.(a)(b)(c)(d)(e)(f)(g)No.11. INTANGIBLE PLANT12(301) Organization...................................................................................1,230$ $ $ $ $ 1,230$ (301) 23(302) Franchises and Consents...............................................................896,134118,1601,014,294 (302) 34(303) Miscellaneous Intangible Plant........................................................222,200222,200 (303) 45 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4)........................1,119,564118,1600001,237,724562. PRODUCTION PLANT67A. Steam Production Plant78(310) Land and Land Rights....................................................................106,610106,610 (310) 89(311) Structures and Improvements.........................................................00 (311) 910(312) Boiler Plant Equipment...................................................................00 (312) 1011 (313) Engines and Engine Driven Generators.........................................00 (313) 1112(314) Turbogenerator Units......................................................................00 (314) 1213(315) Accessory Electric Equipment........................................................00 (315) 1314(316) Misc. Power Plant Equipment.........................................................00 (316) 1415 (317) Asset Retirement Costs for Steam Production3,767,7933,767,793 (317) 1516 TOTAL Steam Production Plant (Enter Total of lines 8 thru 15)..............3,874,40300003,874,4031617B. Nuclear Production Plant001718 (320) Land and Land Rights……………………………….........................00 (320) 1819(321) Structures and Improvements.........................................................00 (321) 1920(322) Reactor Plant Equipment................................................................00 (322) 2021(323) Turbogenerator Units......................................................................00 (323) 2122(324) Accessory Electric Equipment........................................................00 (324) 2223(325) Misc. Power Plant Equipment.........................................................00 (325) 2324(326) Asset Retirement Csts for Nuclear Productions………………………00 (326)25 TOTAL Nuclear Production Plant (Enter Total of lines 18 thru 24)...........0000002526C. Hydraulic Production Plant002627(330) Land and Land Rights....................................................................11,412,61367,50611,480,119 (330) 2728(331) Structures and Improvements.........................................................39,175,6304,344,652(630,556)42,889,726 (331) 2829(332) Reservoirs, Dams, and Waterways.................................................93,880,4652,968,54296,849,007 (332) 2930(333) Water Wheels, Turbines, and Generators.......................................41,390,22117,600,18658,990,407 (333) 3031(334) Accessory Electric Equipment........................................................15,335,8071,597,69916,933,506 (334) 3132(335) Misc. Power Plant Equipment..........................................................7,108,109564,148(22,186)7,650,071 (335) 3233(336) Roads, Railroads, and Bridges.......................................................4,376,1332,402,5186,778,651 (336) 3334(337) Asset Retirement Costs for Hydraulic Production………………………0-0 (337) 3435 TOTAL Hydraulic Production Plant (Enter Total of lines 27 thru 34)........212,678,97929,545,250(652,742)00241,571,48735PAGE 26OREGON SUPPLEMENT
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE (In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.)4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance at Balance atLineAccountBeginning of year AdditionsRetirementsAdjustmentsTransfers End of YearNo.(a)(b)(c)(d)(e)(f)(g)No.36D. Other Production Plant3637(340) Land and Land Rights....................................................................$ $ $ $ $ $ (340) 3738(341) Structures and Improvements.........................................................00 (341) 3839(342) Fuel Holders, Products and Accessories........................................00 (342) 3940(343) Prime Movers.................................................................................00 (343) 4041(344) Generators.....................................................................................00 (344) 4142(345) Accessory Electric Equipment........................................................00 (345) 4243(346) Misc. Power Plant Equipment.........................................................00 (346) 4344(347) Asset Retirement Costs for Hydraulic Production………………………00 (347) 4445 TOTAL Other Production Plant (Enter Total of lines 36 thru 44)..............0000004546 TOTAL Production Plant (Enter Total of lines 16, 25, 35, and 45)..........195,295,29429,545,250(652,742)00195,295,29446473. TRANSMISSION PLANT4748(350) Land and Land Rights.....................................................................4,968,227436,944$ 5,405,171 (350) 4849(352) Structures and Improvements..........................................................8,057,93413,5088,071,443 (352) 4950(353) Station Equipment............................................................................51,043,28356,411(160,589)50,939,104 (353) 5051(354) Towers and Fixtures.........................................................................29,614,47016,667(24,572)29,606,565 (354) 5152(355) Poles and Fixtures...........................................................................43,110,0561,681,410(107,530)44,683,936 (355) 5253(356) Overhead Conductors and Devices..................................................33,194,601438,810(96,256)33,537,155 (356) 5354(357) Underground Conduit......................................................................00 (357) 5455(358) Underground Conductors and Devices............................................00 (358) 5556(359) Roads and Trails.............................................................................48,5671,57650,142 (359) 5657(359.1) Asset Retirement Costs for Transmission Plant……………………0-0 (359.1) 5758 TOTAL Transmission Plant (Enter Total of lines 48 thru 57)..................170,037,1382,645,326(388,947)00172,293,51658594. DISTRIBUTION PLANT005960(360) Land and Land Rights.....................................................................414,061(10,069)$ 403,992 (360) 6061(361) Structures and Improvements..........................................................2,533,465242,714(1,947)2,774,232 (361) 6162(362) Station Equipment............................................................................14,386,435307,300(118,999)14,574,736 (362) 6263(363) Storage Battery Equipment..............................................................00 (363) 6364(364) Poles, Towers, and Fixtures............................................................25,418,2591,939,710(359,235)26,998,734 (364) 6465(365) Overhead Conductors and Devices..................................................8,985,826210,807(98,988)9,097,646 (365) 6566(366) Underground Conduit......................................................................844,679104,29815,727964,703 (366) 6667(367) Underground Conductors and Devices............................................4,769,793583,91114,5755,368,279 (367) 6768(368) Line Transformers...........................................................................40,303,0641,562,788760,02942,625,881 (368) 6869(369) Services...........................................................................................2,879,05638,49646,1692,963,721 (369) 6970(370) Meters.............................................................................................3,416,402462,062(227,203)3,651,262 (370) 7071(371) Installations on Customer Premises.................................................304,956108,538(34,195)379,299 (371) 7172(372) Leased Property on Customer Premises..........................................042,38642,386 (372) 7273(373) Street Lighting and Signal Systems.................................................256,21296,205352,417 (373) 7374(374) Asset Retirement Cost for Distribution Plant00(374)7475 TOTAL Distribution Plant (Enter Total of lines 60 thru 74 ).....................104,512,2075,646,76138,31900110,197,28875PAGE 270OREGON SUPPLEMENT
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE (In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.)4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance at Balance atLineAccountBeginning of year AdditionsRetirementsAdjustmentsTransfers End of YearNo.(a)(b)(c)(d)(e)(f)(g)No.765. GENERAL PLANT07677(389) Land and Land Rights.....................................................................8,2438,243 (389) 7778(390) Structures and Improvements..........................................................543,62183,996627,617 (390) 7879(391) Office Furniture and Equipment........................................................5,1605,160 (391) 7980(392) Transportation Equipment...............................................................4,752,026796,133(133,203)5,414,956 (392) 8081(393) Stores Equipment............................................................................0$ (393) 8182(394) Tools, Shop and Garage Equipment................................................00 (394) 8283(395) Laboratory Equipment.....................................................................23,96223,962 (395) 8384(396) Power Operated Equipment.............................................................2,595,99576,923(32,952)2,639,966 (396) 8485(397) Communication Equipment...............................................................5,240,961615,528(72,022)5,784,468 (397) 8586(398) Miscellaneous Equipment................................................................058,19458,194 (398) 8687 SUBTOTAL (Enter Total of lines 77 thru 86)..........................................13,169,9691,630,774(238,177)0014,562,5668788(399) Other Tangible Property *................................................................00 (399) 8890 (399.1) Asset Retirement Costs for General Plant00 (399.1) 9091 TOTAL General Plant (Enter Total of lines 87 thru 90)..........................13,169,9691,630,774(238,177)0014,562,5669192 TOTAL (Accounts 101 and 106)......................................................505,392,26039,586,271(1,241,547)00543,736,9849293(102) Electric Plant Purchased **.............................................................009394(Less) (102) Electric Plant Sold **.............................................................009495(103) Experimental Electric Plant Unclassified..........................................009596 TOTAL Electric Plant in Service............................................................505,392,26039,586,271(1,241,547)--543,736,98496 * State the nature and use of plant included in this account and if substantial in amount submit a supplementary NOTE schedule showing subaccount classification of such plant conforming to the requirements of this schedule. Completed Construction Not Classified, Account 106, shall be classified in this schedule according to prescribed accounts, on an estimated basis if necessary, and the entries included in column (c). Also to be included in column ** For each amount comprising the reported balance and charges in Account 102, state the property purchased or (c) are entries for reversals of tentative distributions of prior year reported in column (c). Likewise, if respondent sold, name of vendor or purchaser, and date of transaction. If proposed journal entries have been filed with the has a significant amount of plant retirements which have not been classified to primary accounts at the end of Commission as required by the Uniform System of Accounts, give also date of such filing. the year, a tentative distribution of such retirements, on an estimated basis with appropriate contra entry to the account for accumulated depreciation provision, shall be included in column (d). Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach an insert page showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported amount of respondent's plant actually in service at end of year.PAGE 28OREGON SUPPLEMENT
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108) 1. Report below the information called for concerning accumulated provision for depreciation of electric utility plant. 2. Explain any important adjustments during year. 3. Explain any difference between the amount for book cost of plant retired, line.., column (c), and that reported in the schedule for electric plant in service, pages 401-403, column (d) exclusive of retirements of nondepreciable property. 4. The provisions of account 108 in the Uniform System of Accounts contemplate that retirements of depreciable plant be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired at year end which has not been recorded and/or classified to the various reserve functional classifications, preliminary closing entries should be made to tentatively functionalize the book cost of the plant retired. In addition, all cost included in retirement work in progress at year end should be included in the appropriate functional classifications. 5. Show separately interest credits under a sinking fund or similar method of depreciation accounting. 6. In section B show the amounts applicable to prescribed functional classifications.Section A. Balances and Changes During YearItemTotalElectric Plant inElectric Plant HeldElectric Plant LeasedLine(c+d+e)Servicefor Future Useto Others No.(a)(b)(c)(d)(e) 1Balance Beginning of Year.........................................................2 Depreciation Provisions for Year, Charged to3 (403) Depreciation Expense.....................................................4 (413) Exp. of Elec. Plt. Leas. to Others....................................5 Transportation Expenses-Clearing...........................................INFORMATION NOT AVAILABLE BY STATE ON A SITUS BASIS.6 Other Clearing Accounts……………………………………………7 Other Accounts (Specify):89 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8)..10 Net Charges for Plant Retired:11 Book Cost of Plant Retired.......................................................12 Cost of Removal.......................................................................13 Salvage (Credit)........................................................................14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 15 Other Debit or Credit Items (Describe)16 Balance End of Year (Enter Total of17 lines 1, 9, 14, 15, and 16)....................................................Section B. Balances at End of Year According to Functional Classifications18Steam Production……………………………………………………19Nuclear Production.....................................................................20Hydraulic Production - Conventional..........................................21Hydraulic Production - Pumped Storage....................................22Other Production.........................................................................23Transmission..............................................................................24Distribution..................................................................................25General.......................................................................................26 TOTAL (Enter Total of lines 18 thru 25)OREGON SUPPLEMENTPage 29
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
MATERIALS AND SUPPLIES
1. For Account 154, report the amount of plant materials and operating supplies under the primary functional
classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d),
designate the department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during year (on a supplemental page) showing
general classes of material and supplies and the various accounts (operating expense, clearing accounts,
plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing,
if applicable.
Balance at Balance at Department or
Line Account Beginning of End of Departments
No.Year Year Which Use Material
(a)(b)(c)(d)
1 Fuel Stock (Account 151).......................................................
2 Fuel Stock Expenses Undistributed (Account 152)................
3 Residuals and Extracted Products (Account 153)..................
4 Plant Materials and Operating Supplies (Account 154)
5 Assigned to - Construction (Estimated)...............................
6 Assigned to - Operations and Maintenance........................ INFORMATION NOT AVAILABLE BY STATE ON A SITUS BASIS.
7 Production Plant (Estimated).............................................
8 Transmission Plant (Estimated) .......................................
9 Distribution Plant (Estimated)............................................
10 Assigned to - Other..............................................................
11 TOTAL Account 154 (Enter Total of lines 5 thru 10)......
12 Merchandise (Account 155)....................................................
13 Other Materials and Supplies (Account 156)..........................
14 Nuclear Materials Held for Sale (Account 157) (Not
applicable to Gas Utilities)....................................................
15 Stores Expense Undistributed (Account 163).........................
16
17
18
19
20 TOTAL Materials and Supplies (Per Balance Sheet)
OREGON SUPPLEMENT Page 30
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023 SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETIONOther Other LineItemTotalElectricGas (Specify) (Specify) CommonNo.(a)(b)(c)(d)(e)(f)(g)1UTILITY PLANT2 In Service3 Plant in Service (Classified)................................................................................ .305,444,624$ 305,444,624$ 4 Property Under Capital Leases..........................................................................5 Plant Purchased or Sold.....................................................................................6 Completed Construction not Classified..............................................................7 Experimental Plant Unclassified.........................................................................8 TOTAL (Enter Total of lines 3 thru 7)................................................................305,444,624305,444,6249 Leased to Others................................................................................................10 Held for Future Use............................................................................................388,225$ 388,22511 Construction Work in Progress..........................................................................12 Acquisition Adjustments.....................................................................................13 TOTAL Utility Plant (Enter Total of lines 8 thru 12)............................................ .305,832,849305,832,84914 Accum. Prov. for Depr., Amort., & Depl..............................................................114,202,704$ 114,202,70415 Net Utility Plant (Enter Total of line 13 less 14).................................................191,630,145$ 191,630,145$ 16 DETAIL OF ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION17 In Service18 Depreciation.......................................................................................................112,397,987$ 112,397,987$ 19Rights……………………..020 Amort. of Underground Storage Land and Land Rights.....................................21 Amort. of Other Utility Plant................................................................................1,804,717$ 1,804,71722 TOTAL In Service (Enter total of lines 18 thru 21).............................................114,202,704114,202,70423 Leased to Others24 Depreciation.......................................................................................................25 Amortization and Depletion................................................................................26 TOTAL Leased to Others (Enter Total of lines 24 and 25)27 Held for Future Use28 Depreciation.......................................................................................................29 Amortization.......................................................................................................30 TOTAL Held for Future Use (Enter Total of lines 28 and 29)31 Abandonment of Leases (Natural Gas)................................................................32 Amort. of Plant Acquisition Adj.............................................................................33 TOTAL Accumulated Provisions (Should agree with line 14 above) (Enter Total of lines 22,26,30,31,and 32).....114,202,704$ 114,202,704$ OREGON SUPPLEMENTPage 31
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.) 4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance atBalance atLineAccountBeginning of Year AdditionsRetirementsAdjustmentsTransfersEnd of YearNo.(a)(b)(c)(d)(e)(f)(g)No.11. INTANGIBLE PLANT12(301) Organization..........................................................................244$ 239$ (301) 23(302) Franchises and Consents......................................................2,058,7272,110,201$ (302) 34(303) Miscellaneous Intangible Plant..............................................2,178,3522,578,072$ (303) 45 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4)..............4,237,323$ 4,688,512$ 562. PRODUCTION PLANT67A. Steam Production Plant78(310) Land and Land Rights...........................................................(310) 89(311) Structures and Improvements...............................................(311) 910(312) Boiler Plant Equipment……………………………………………(312) 1011(313) Engines and Engine Driven Generators................................(313) 1112(314) Turbogenerator Units............................................................(314) 1213(315) Accessory Electric Equipment...............................................(315) 1314(316) Misc. Power Plant Equipment...............................................(316) 1415(317) Asset Retirement Costs for Steam Production Equipment....(317) 1516 TOTAL Steam Production Plant (Enter Total of lines 8 thru 15)....39,812,793$ 38,153,282$ 1617B. Nuclear Production Plant1718(320) Land and Land Rights...........................................................(320) 1819(321) Structures and Improvements...............................................(321) 1920(322) Reactor Plant Equipment......................................................(322) 2021(323) Turbogenerator Units............................................................(323) 2122(324) Accessory Electric Equipment...............................................(324) 2223(325) Misc. Power Plant Equipment……………………………………(325) 2324(326) Asset Retirement Costs for Nuclear Production....................(326)25 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 24)2526C. Hydraulic Production Plant2627(330) Land and Land Rights...........................................................(330) 2728(331) Structures and Improvements...............................................(331) 2829(332) Reservoirs, Dams, and Waterways.......................................(332) 2930(333) Water Wheels, Turbines, and Generators.............................(333) 30OREGON SUPPLEMENT
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.) 4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance atBalance atLineAccountBeginning of Year AdditionsRetirementsAdjustmentsTransfersEnd of YearNo.(a)(b)(c)(d)(e)(f)(g)No.31(334) Accessory Electric Equipment...............................................(334) 3132(335) Misc. Power Plant Equipment...............................................(335) 3233(336) Roads, Railroads, and Bridges..............................................(336) 3334(337) Asset Retirement Costs for Hydraulic Production.................(326) 3435 TOTAL Hydraulic Production Plant (Enter Total of lines 26 thru 3443,068,371$ 44,505,836$ 3536D. Other Production Plant3637(340) Land and Land Rights...........................................................(340) 3738(341) Structures and Improvements...............................................(341) 3839(342) Fuel Holders, Products and Accessories...............................(342) 3940(343) Prime Movers........................................................................(343) 4041(344) Generators............................................................................(344) 4142(345) Accessory Electric Equipment...............................................(345) 4243(346) Misc. Power Plant Equipment...............................................(346) 4344(347) Asset Retirement Costs for Other Production.......................(347) 4445 TOTAL Other Production Plant (Enter Total of lines 36 thru 44)..24,438,234$ 24,856,613$ 4546 TOTAL Production Plant (Enter Total of lines 16, 25, 35, and 45107,319,398107,515,73146473. TRANSMISSION PLANT4748(350) Land and Land Rights............................................................1,625,6361,684,742 (350) 4849(352) Structures and Improvements................................................4,052,4014,149,384 (352) 4950(353) Station Equipment..................................................................19,069,92919,275,870 (353) 5051(354) Towers and Fixtures................................................................ .9,350,2079,078,716 (354) 5152(355) Poles and Fixtures..................................................................9,274,1129,606,932 (355) 5253(356) Overhead Conductors and Devices........................................10,776,15310,622,645 (356) 5354(357) Underground Conduit.............................................................(357) 5455(358) Underground Conductors and Devices..................................(358) 5556(359) Roads and Trails....................................................................15,67315,811 (359) 5657(359.1) Asset Retirement Costs for Transmission Plant.................(359.1) 5758 TOTAL Transmission Plant (Enter Total of lines 48 thru 57)........54,164,112$ 54,434,100$ 58594. DISTRIBUTION PLANT5960(360) Land and Land Rights............................................................388,622378,433 (360) 6061(361) Structures and Improvements................................................2,644,5462,824,630 (361) 6162(362) Station Equipment..................................................................13,529,01413,616,416 (362) 6263(363) Storage Battery Equipment....................................................05,494,520 (363) 6364(364) Poles, Towers, and Fixtures...................................................25,418,25926,998,734 (364) 6465(365) Overhead Conductors and Devices........................................8,985,8269,097,646 (365) 6566(366) Underground Conduit.............................................................844,679964,703 (366) 6667(367) Underground Conductors and Devices..................................4,769,7935,368,279 (367) 6768(368) Line Transformers..................................................................40,303,06442,625,881 (368) 6869(369) Services..................................................................................2,879,0562,963,721 (369) 6970(370) Meters....................................................................................3,416,4023,651,262 (370) 7071(371) Installations on Customer Premises........................................304,956379,299 (371) 71OREGON SUPPLEMENT
Idaho Power Company STATE OF OREGON - ALLOCATEDAn OriginalDecember 31, 2023ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicateElectric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.Completed Construction Not Classified-Electric.) 4. Reclassifications or transfers within utility plant accounts should be shown in column (f).1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f) only the offset to the debits or credits distributed in column (f) to primary account classifications.LineBalance atBalance atLineAccountBeginning of Year AdditionsRetirementsAdjustmentsTransfersEnd of YearNo.(a)(b)(c)(d)(e)(f)(g)No.72(372) Leased Property on Customer Premises................................(372) 7273(373) Street Lighting and Signal Systems.......................................256,212394,803 (373) 7374(374) Asset Retirement Costs for Distribution Plant.......................(374) 7475 TOTAL Distribution Plant (Enter Total of lines 60 thru 74)...........103,740,429$ 114,758,326$ 75765. GENERAL PLANT7677(389) Land and Land Rights............................................................888,722883,482 (389) 7778(390) Structures and Improvements................................................6,697,3567,478,266 (390) 7879(391) Office Furniture and Equipment.............................................1,812,3891,766,621 (391) 7980(392) Transportation Equipment....................................................... .4,905,3905,491,734 (392) 8081(393) Stores Equipment...................................................................211,700325,000 (393) 8182(394) Tools, Shop, and Garage Equipment.....................................642,999660,505 (394) 8283(395) Laboratory Equipment............................................................631,375689,606 (395) 8384(396) Power Operated Equipment...................................................1,127,3331,313,346 (396) 8485(397) Communication Equipment..................................................... .3,479,2343,423,766 (397) 8586(398) Miscellaneous Equipment......................................................460,199457,516 (398) 8687 SUBTOTAL (Enter Total of lines 77 thru 86)................................20,856,69722,489,8438788(399) Other Tangible Property *.......................................................(399) 8889(399.1) Asset Retirement Costs for General Plant..........................(399.1) 8990 TOTAL General Plant (Enter Total of lines 87, 88 and 89).........20,856,69722,489,8439091 TOTAL (Accounts 101 and 106)............................................290,317,958303,886,5129192(102) Electric Plant Purchased **...................................................9293(Less) (102) Electric Plant Sold **...................................................9394Asset Retirement Obligations (ARO)...............................................1,133,9981,558,1139495 TOTAL Electric Plant in Service...................................................291,451,957$ 305,444,624$ 95 * State the nature and use of plant included in this account and if substantial in NOTE amount submit a supplementary schedule showing subaccount classification of such plant Completed Construction Not Classified, Account 106, shall be classified in this schedule conforming to the requirements of this schedule. according to prescribed accounts, on an estimated basis if necessary, and the entries included in column (c). Also to be included in column (c) are entries for reversals of tentative ** For each amount comprising the reported balance and charges in Account 102, state the distributions of prior year reported in column (c). Likewise, if the respondent has a significant property purchased or sold, name of vendor or purchaser, and date of transaction. amount of plant retirements which have not been classified to primary accounts at the end of If proposed journal entries have been filed with the Commission as required by the the year, a tentative distribution of such retirements, on an estimated basis with appropriate Uniform System of Accounts, give also date of such filing. contra entry to the account for accumulated depreciation provision, shall be included in column (d). Include also in column (d) reversals of tentative distributions of prior year of unclassified retirements. Attach an insert page showing the account distributions of these tentative classifications in columns (c) and (d) including the reversals of the prior years tentative account distributions of these amounts. Careful observance of the above instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported amount of respondent's plant actually in service at end of year.OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Report below the information called for concerning accumulated provision for depreciation of electric utility plant.
2. Explain any important adjustments during year.
3. Explain any difference between the amount for book cost of plant retired, line.., column (c), and that reported
in the schedule for electric plant in service, pages 401-403, column (d) exclusive of retirements of nondepreciable property.
4. The provisions of account 108 in the Uniform System of Accounts contemplate that retirements of depreciable plant
be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired
at year end which has not been recorded and/or classified to the various reserve functional classifications, preliminary
closing entries should be made to tentatively functionalize the book cost of the plant retired. In addition, all cost
included in retirement work in progress at year end should be included in the appropriate functional classifications.
5. Show separately interest credits under a sinking fund or similar method of depreciation accounting.
6. In section B show the amounts applicable to prescribed functional classifications.
Section A. Balances and Changes During Year
Item Total Electric Plant Held Electric Plant Leased
Line (c+d+e) Service for Future Use to Others
No.(a)(b)(c)(d)(e)
1 Balance Beginning of Year.............................................................. $ $
2 Depreciation Provisions for Year, Charged to
3 (403) Depreciation Expense..........................................................7,693,252 7,693,252
4 (413) Exp. of Elec. Plt. Leas. to Others.........................................
5 Transportation Expenses-Clearing................................................
6 Other Clearing Accounts………………………………………………
7 Other Accounts (Specify)
8
9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8).......7,693,252 7,693,252
10 Net Charges for Plant Retired
11 Book Cost of Plant Retired............................................................
12 Cost of Removal............................................................................
13 Salvage (Credit)............................................................................
14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13)
15 Other Debit or Credit Items (Describe)
16 Balance End of Year (Enter Total of
17 lines 1, 9, 14, 15, and 16).........................................................7,693,252$ 7,693,252$
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production............................................................................27,092,937$ 27,092,937$
19 Nuclear Production..........................................................................
20 Hydraulic Production - Conventional...............................................20,392,702 20,392,702
21 Hydraulic Production - Pumped Storage.........................................
22 Other Production.............................................................................. .5,683,199 5,683,199
23 Transmission...................................................................................16,871,420 16,871,420
24 Distribution......................................................................................35,129,484 35,129,484
25 General............................................................................................5,964,976 5,964,976
26 FAS 143 Adj &/or Disallowed Cost……………………………………x 1,263,268 1,263,268
27 TOTAL (Enter Total of lines 18 thru 26).......................................112,397,987$ 112,397,987$
OREGON SUPPLEMENT Page 35
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
MATERIALS AND SUPPLIES
1. For Account 154, report the amount of plant materials and operating supplies under the primary functional
classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d),
designate the department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during year (on a supplemental page) showing
general classes of material and supplies and the various accounts (operating expense, clearing accounts,
plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing,
if applicable.
Balance at Balance at Department or
Line Account Beginning of End of Departments
No.Year Year Which Use Material
(a)(b)(c)(d)
1 Fuel Stock (Account 151)........................................................646,604$ 832,660$
2 Fuel Stock Expenses Undistributed (Account 152).................
3 Residuals and Extracted Products (Account 153)...................
4 Plant Materials and Operating Supplies (Account 154)
5 Assigned to - Construction (Estimated)................................
6 Assigned to - Operations and Maintenance..........................
7 Production Plant (Estimated)..............................................588,161 550,403
8 Transmission Plant (Estimated)..........................................636,646 1,892,237
9 Distribution Plant (Estimated)................................................ .2,827,280 3,353,186
10 Assigned to - Other...............................................................70,710 74,082
11 TOTAL Account 154 (Enter Total of lines 5 thru 10)........4,122,797 5,869,908
12 Merchandise (Account 155).....................................................
13 Other Materials and Supplies (Account 156)...........................
14 Nuclear Materials Held for Sale (Account 157) (Not
applicable to Gas Utilities).....................................................
15 Stores Expense Undistributed (Account 163)..........................25,166 189,621
16
17
18
19
20 TOTAL Materials and Supplies (Per Balance Sheet)…………4,794,566$ 6,892,189$
OREGON SUPPLEMENT Page 36
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
ELECTRIC ENERGY ACCOUNT
Report below the information called for concerning the disposition of electric energy generated,
purchased, and interchanged during the year.
Line Item Megawatt Hours Line Item Megawatt Hours
No.(a)(b) No.(a)(b)
1 SOURCES OF ENERGY 20 DISPOSITION OF ENERGY
2 Generation (Excluding Station Use):21 Sales to Ultimate Consumers (Includ-
3 Steam........... Steam.................................. ing Interdepartmental Sales)
4 Nuclear.......................................................22 Sales for Resale
5 Hydro-Conventional....................................23 Energy Furnished Without Charge
6 Hydro-Pumped Storage..............................INFORMATION 24 Energy Used by the Company INFORMATION
7 Other........................................................... (Excluding Station Use):
8 Less Energy for Pumping.........................NOT 25 Electric Department Only NOT
9 Net Generation (Enter Total
of lines 3 thru 8).....................................AVAILABLE 26 Energy Losses:AVAILABLE
10 Purchases.....................................................27 Transmission and Conversion Losses
11 Interchanges:28 Distribution Losses
12 In (gross)....................................................29 Unaccounted for Losses
13 Out (gross)..................................................30 TOTAL Energy Losses
14 Net Interchanges (Lines 12 & 13)..............31 Energy Losses as Percent of Total
15 Transmission for/by Others (Wheeling) on Line 19
16 Received (MWH)32 TOTAL (Enter Total of lines 21,
17 Delivered (MWh) 22, 23, 25, and 30)
18 Net Transmission (lines 16 & 17)..............
19 TOTAL (Enter Total of
lines 9, 10, 14, and 18)..........................
MONTHLY PEAKS AND OUTPUT
1. Report below the information called for pertaining to simultaneous peaks established monthly (in
megawatts) and monthly output (in megawatt-hours) for the combined sources of electric energy of respondent.
2. Report in column (b) the respondent's maximum MW load as measured by the sum of its coincidental net generation and purchases
plus or minus net interchange, minus temporary deliveries (not interchange) Show monthly peak including such emergency deliveries
of emergency power to another system. in a footnote and briefly explain the nature of the emergency. There may be cases
of commingling of purchases and exchanges and "wheeling," also of direct deliveries by the supplier to customers of the
reporting utility wherein segregation of MW demand for determination of peaks as specified by this report may be unavailable.
In these cases, report peaks which include these intermingled transactions. Furnish an explanatory note which indicates,
among other things, the relative significance of the deviation from basis otherwise applicable. If the individual MW amounts
of such totals are needed for billing under separate rate schedules and are estimated, give the amount and basis of estimate.
3. State type of monthly peak reading (instantaneous 15, 30, or 60 minutes integrated).
4. Monthly output is the sum of respondent's net generation for load and purchases plus or minus net
interchange and plus or minus net transmission or wheeling. Total for the year must agree with line 19 above.
5. If the respondent has two or more power systems not physically connected, furnish the information
called for below for each system.
NAME OF SYSTEM: OREGON RETAIL ONLY
MONTHLY PEAK Monthly Output
Line (MWh)
Month Megawatts Day of Day of Hour Type of Reading (See Instr. 4)
No.Week Month
(a)(b)(c)(d)(e)(f)(g)
33 January 91.56 Monday 30 9 A.M 60 Min. Int 62,155
34 February 98.85 Wednesday 1 9 A.M. " " "50,936
35 March 88.65 Tuesday 7 8 A.M. " " "53,889
36 April 75.11 Sun 30 7 P.M. " " "50,228
37 May 98.46 Sat 20 7 P.M. " " "55,122
38 June 116.48 Fri 30 7 P.M. " " "56,035
39 July 127.27 Thursday 20 6 P.M. " " "75,738
40 August 127.95 Wednesday 16 5 P.M. " " "66,504
41 September 86.53 Monday 11 6 P.M. " " "50,198
42 October 100.43 Monday 30 9 A.M. " " "51,462
43 November 102.76 Tuesday 28 8 A.M. " " "55,837
44 December 99.39 Monday 18 9 A.M. " " "63,239
45 TOTAL 1,213.43 691,344
OREGON SUPPLEMENT Page 37
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
MISCELLANEOUS GENERAL EXPENSES (Account 930.2)
Report below the information called for concerning items included in miscellaneous general expenses.
Amount Amount
Applicable to Applicable to
Line Items Total Oregon Other States
No.(a)(b)(c)(d)
1 Industry association dues............................................................................629,835$ 27,221$ 602,614$
2 Nuclear power research expenses (elec.)....................................................
3 Other experimental and general research expenses....................................
4 Publishing and distributing information and reports to stockholders;
5 trustee, registrar, and transfer agent fees and expenses, and other
6 expenses of servicing outstanding securities of the respondent................. 2,136,851 92,355 2,044,496$
7 Other expenses (items of $100 or more must be listed separately show-
8 ing the (1) purpose, (2) recipient, and (3) amount of such items.
9 Amounts of less than $100 may be grouped by classes if the number 0 0
10 of items so grouped is shown)
11
12
13 Directors' fees and expenses (see detail on page 39)................................... 1,282,890 55,447 1,227,443$
14
15 Memberships and contributions (see detail on page 39).............................. .382,646 16,538 400,572
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39 TOTAL 4,432,222$ 191,561$ 4,275,125$
OREGON SUPPLEMENT Page 38
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
MISCELLANEOUS GENERAL EXPENSES (Account 930.2) (Continued)
Report below the information called for concerning items included in miscellaneous general expenses.
Amount Amount
Applicable to Applicable to
Line Items Total Oregon Other States
No.(a) (b) (c) (d)
1
2 Directors' Fees and Expenses:
3 Odette Bolano-Fees and expenses....................................................94,710$ 4,093 90,617
4 Thomas Carlile - Fees and expenses................................................ 38,382 1,659 36,723
5 Richard Dahl - Fees and expenses....................................................193,545 8,365 185,180
6 Annette Elg - Fees and expenses......................................................104,445 4,514 99,931
7 Ronald Jibson - Fees and expenses…………………………..............94,720 4,094 90,626
8 Judith Johansen - Fees and expenses.............................................. 116,679 5,043 111,636
9 Dennis Johnson - Fees and expenses…………………………........... 104,445 4,514 99,931
10 Jeff Kinneeveauk - Fees and expenses............................................. 97,316 4,206 93,110
11 Mark Peters - Fees and expenses.....................................................94,050 4,065 89,985
12 Nate Jorgensen Fees and expenses..................................................64,907 2,805 62,102
13 Susan Morris Fees and expenses......................................................66,161 2,859 63,302
14 Richard Navarro - Fees and expenses...............................................117,453 5,076 112,377
15 Director Travel and Lodging...............................................................96,077 4,152 91,925
16 SUBTOTAL..................................... 1,282,890 55,447 1,227,443
17
18 Miscellaneous General Management Expenses:
19 BANK OF NEW YORK Misc Expense .............................................. 3,498 151 3,347
20 BROADRIDGE FINANCIAL SOLUTIONS Misc Expense..................113,133 4,890 108,243
21 BUSINESS WIRE INC Misc Expense ............................................... 10,890 471 10,419
22 DEUTSCH BANK TRUST CO Broker Fees.......................................60,000 2,593 57,407
23 D F KING & COMPANY INC Misc Expense .....................................31,204 1,349 29,855
24 EQ SHAREOWNER SERVICES MGMT Expenses ..........................80,710 3,488 77,222
25 Fees & Training Related to Stockholder Services Misc Expense.....57,497 2,485 55,012
26 JEROME 20/20 Misc Expense .........................................................2,500 108 2,392
27 MARKIT NORTH AMERICA INC Misc Expense................................42,570 1,840 40,730
28 MISC OTHER EXPENSE Misc Expense ..........................................1,380 60 1,321
29 MODERN NETWORKS IR, LLC Misc Expense ...............................11,821 511 11,310
30 MOODYS Financial Software ...........................................................42,999 1,858 41,141
31 NASDAQ CORP SOLUTIONS Misc Expense...................................36,849 1,593 35,256
32 NEW YORK STOCK EXCHANGE Misc Expense.............................79,015 3,415 75,600
33 Payroll Related Misc Expense...........................................................203,260 8,785 194,475
34 Q4 INC Misc Expense.......................................................................25,953 1,122 24,832
35 RIVEL RESEARCH GROUP INC MGMT Expenses..........................16,830 727 16,103
36 US BANK OF IDAHO Expense...........................................................19,150 828 18,322
37 Stock Based Compensation Misc Expense...................................... 1,276,397 55,166 1,221,231
38 Travel Expense - Stock Related Misc Expense................................21,195 916 20,279
39 SUBTOTAL..................................... 2,136,851 92,355 2,044,496
PAGE 39OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
40 Memberships and Contributions:
41 ASSOCIATED TAXPAYERS OF IDAHO............................................5,500 238 5,262
42 BANNOCK DEVELOPMENT CORP................................................... 5,000 216 4,784
43 BOISE METRO CHAMBER OF COMMERCE....................................31,954 1,381 30,573
44 BUSINESS PLUS INC........................................................................10,000 432 9,568
45 CEATI INTERNATIONAL INC............................................................82,455 3,564 78,891
46 CHAMBER OF COMMERCE..............................................................20,706 895 19,811
47 CENTER FOR CORPORATE INNOVATION......................................54,000 2,334 51,666
48 E SOURCE.........................................................................................25,297 1,093 24,204
49 ELECTRIC POWER RESEARCH......................................................20,000 864 19,136
50 IDAHO ASSOC OF COMMERCE.......................................................13,700 592 13,108
51 NORTH AMERICAN ENERGY STANDARD......................................8,000 346 7,654
52 OREGON STATE UNIVERSITY.........................................................15,000 648 14,352
53 PACIFIC NW UTILITIES.....................................................................56,900 2,459 54,441
54 PROCUREMENT IQ...........................................................................8,925 386 8,539
55 SPGLO...............................................................................................(30,000) (1,297) (28,703)
56 WEI MEMBERSHIP............................................................................31,140 1,346 29,794
57 MISC MEMBERSHIPS OR SUBSCRIPTIONS UNDER 5000............24,069 1,040 23,029
58 SUBTOTAL..................................... 382,646 16,538 366,108
59
60 TOTAL 3,802,387$ 164,339$ 3,638,047$
PAGE 39A
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
OFFICERS
1. Report below the name, title and salary for the year for each executive officer whose salary
is $50,000 or more. An "executive officer" of a respondent includes its president, secretary,
treasurer, and vice president in charge of a principal business unit, division or function
(such as sales, administration or finance) and any other person who performs similar
policy making functions.
2. If a change was made during the year in the incumbent of any position, show name and
total remuneration of the previous incumbent, and date change in incumbency was made.
3. Utilities which are required to file similar data with the Securities and Exchange
Commission, may substitute a copy of item 4 of Regulation S-K identified as
Line Title Name of Officer Salary for year
No.(a)(b)Total Oregon
1
2 President & CEO, Idaho Power Company................................. Lisa Grow 920,000$ 39,762$
3
4 Senior Vice President, COO..................................................... Adam J Richins 530,000 22,907$
5
6 Senior Vice President, CFO...................................................... Brian R Buckham 515,000 22,258$
7
8 Senior Vice President, Public Affiars......................................... Jeffrey L. Malmen 402,000 17,374$
9
10 Vice President, CAO, Treasurer................................................ Ken W. Peterson 345,000 14,911$
11
12 Vice President, Regulatory Affairs............................................ Tim Tatum 302,500 13,074$
13
14 Vice President, Power Supply................................................... Ryan N. Adelman 290,000 12,534$
15
16 Vice President, Human Resources .......................................... Sarah E. Griffin 300,000 12,966$
17
18 Corporate Secretary................................................................. Patrick Harrington (1)300,000 12,966$
19
20 Vice President, Customer Operations & CSO........................... Bo Hanchey 270,500 11,691$
21
22 Vice President, Corporate Services & Communications............ Debra H. Leithauser 260,650 11,265$
23
24 Vice President, Information Technology & CIO......................... Jason C. Huszar 264,000 11,410$
25
26 Vice President, Planning, Engineering and Construction.......... Mitch Colburn 264,000 11,410$
27
28 Vice President, General Counsel.............................................. Julia A. Hilton 264,000 11,410$
29
30
31
32
33 (1) Title change to Corporate Secretary effecitve 3/18/2023 - Previous title was VP, General Counsel and Corporate Secretary
34
35
36
37
38
39
OREGON SUPPLEMENT Page 40
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
POLITICAL ADVERTISING
INSTRUCTIONS: List all payments for advertising, the purpose of which is to aid or defeat any measure before the people
or to promote or prevent the enactment of any national, state, district or municipal legislation. Give the specific purpose
of such advertising, when and where placed, and the account or accounts charged. Report whole dollars only. Provide
a total for each account and a grand total.
Description Account Amount
Charged
None
OREGON SUPPLEMENT Page 41
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
INSTRUCTIONS: List all payments or contributions to persons and organizations for the purpose of aiding or
defeating any measure before the people or to promote or prevent the enactment of any national, state, district
or municipal legislation. The purpose of all contributions or payments should be clearly explained.
Report whole dollars only. Provide a total for each account and a grand total.
Description Account Amount
Charged
ALEX CAVAL FOR IDAHO SENATE 426.400 500.00$
ALI RABE FOR IDAHO "250
BRANDON WOOLF FOR STATE CONTRO "1,000
BRENT CRANE FOR STATE REPRESEN "250
BRITT RAYBOULD FOR IDAHO "500
C SCOTT GROW FOR STATE SENATE "500
CARRIE SEMMELROTH FOR IDAHO "250
CEDRIC HAYDEN FOR OREGON SENAT "500
CHAMBER OF COMMERCE "1,000
CHENELE DIXON FOR STATE REPRES "500
CHRIS MATHIAS FOR STATE REPRES "250
CHUCK WINDER FOR STATE SENATE "1,000
COMMITTEE TO ELECT RICK JUST "250
CONSERVATIVE ACCOUNTABLILITY P "20,000
DAN RAYFIELD FOR OREGON HOUSE "1,000
DAVE LENT FOR STATE SENATE "750
DAVID BROCK SMITH FOR OREGON S "500
DEBBIE CRITCHFIELD FOR SUPERIN "1,000
DICK ANDERSON FOR OREGON SENAT "500
DUSTIN MANWARING FOR STATE REP "500
EASTERN OREGON WOMEN'S COALITI "500
EMERSON LEVY FOR OREGON HOUSE "500
EVERGREEN OREGON PAC "500
FRIENDS OF ROB WAGNER "500
GEOFF SCHROEDER FOR STATE SENA "750
GREG SMITH FOR OREGON HOUSE "500
IDAHO ASSOC OF COMMERCE AND IN "15,500
IDAHO DEMOCRATIC LEGISLATIVE C "1,000
IDAHO ENVIRONMENTAL FORUM "600
IDAHO LEGISLATIVE ADVISOR "900
IDAHO MINING ASSOCIATION "4,000
IDAHO PROSPERITY FUND "34,000
IDAHO REALTORS "2,500
IDAHO STATE SOCIETY "13,296
IDAHO VICTORY FUND PAC "30,000
JACK NELSEN FOR STATE REPRESEN "500
JAMES HOLTZCLAW FOR STATE REPR "500
JAMES PETZKE FOR STATE REPRESE "750
JAMES RUCHTI FOR STATE SENATE "250
JANEEN SOLLMAN FOR OREGON SENA "1,000
JARON CRANE FOR STATE REPRESEN "250
JASON KROPF FOR OREGON HOUSE "500
JEFF HELFRICH FOR OREGON HOUSE "1,000
JIM GUTHRIE FOR STATE SENATE "750
JON WEBER FOR STATE REPRESENTA "500
JOSH WHEELER FOR STATE REPRESE "500
JULIE FAHEY FOR OREGON HOUSE "500
JULIE YAMAMOTO FOR STATE REPRE "750
POLITICAL CONTRIBUTIONS
Page 42
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
INSTRUCTIONS: List all payments or contributions to persons and organizations for the purpose of aiding or
defeating any measure before the people or to promote or prevent the enactment of any national, state, district
or municipal legislation. The purpose of all contributions or payments should be clearly explained.
Report whole dollars only. Provide a total for each account and a grand total.
Description Account Amount
Charged
KATE LIEBER FOR OREGON SENATE 426.400 1,000.00$
KELLY ANTHON FOR STATE SENATE "750
KEN HELM FOR OREGON HOUSE "500
KENNY WROTEN FOR STATE REPRESE "250
KEVIN COOK FOR IDAHO STATE SEN "750
LAUREN NECOCHEA FOR STATE REPR "250
LEADERSHIP FUND "500
LINDA WRIGHT HARTGEN FOR STATE "500
LORI BISHOP FOR IDAHO SENATE "500
LORI MCCANN FOR STATE REPRESEN "500
LYNN FINDLEY FOR STATE SENATE "2,000
MARK HARRIS FOR STATE SENATE "750
MARK MEEK FOR OREGON SENATE "500
MARK OWENS FOR STATE REPRESENT "2,000
MARK SAUTER FOR STATE REPRESEN "500
MATTHEW BUNDY FOR STATE REPRES "750
MEGAN BLANKSMA FOR STATE REPRE "500
MELISSA DURRANT FOR STATE REPR "500
NED BURNS FOR STATE REPRESENTA "500
ONECARD CORRECTIONS "4,000
OREGON LIABILITY REFORM COALIT "2,000
OREGON STATE SOCIETY BANQUET "1,000
PAM MARSH FOR OREGON HOUSE "1,000
RUBEL FOR STATE REPRESENTATIVE "250
SARAH CHANEY FOR IDAHO HOUSE "500
SONIA GALAVIZ FOR STATE REPRES "250
TIM KNOPP FOR OREGON STATE "500
TINA KOTEK FOR OREGON GOVERNOR "2,500
TREG BERNT FOR STATE SENATE "750
VAN BURTENSHAW FOR STATE SENAT "750
WERNER RESCHKE FOR OREGON HOUS "500
Total Political Contributions 171,296$
POLITICAL CONTRIBUTIONS
Page 42-A
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
Account Total Amount Assigned
Description Charged Amount to Oregon
Idaho Power does not have any expenditures to its affiliated companies
EXPENDITURES TO ANY PERSON OR ORGANIZATION HAVING AN AFFILIATED INTEREST FOR SERVICES, ETC.
INSTRUCTIONS: Report all expenditures to any person or organization having an affiliated interest for service, advice, auditing, associating, sponsoring,
engineering, managing, operating, financial, legal or other services. See Oregon Revised Statute 757.015 for definition of “affiliated interest.” Give reference
if such expenditures have in the past been approved by the Commission. Describe the services received and the account or accounts charged. Report whole
dollars only.
OREGON SUPPLEMENT Page 43
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
IDACORP EMPLOYEE COMMUNITY SERVICE FUND 426101 529,105 None
TOTAL MATCHING EMPLOYEE COMMUNITY SERVICE FUND 426101 529,105 None
4-H FFA JUNIOR LIVESTOCK SALE 426102 1,000 None
BOISE CONTEMPORARY THEATER INC "2,500 "
BOISE PHILHARMONIC ASSOCIATION "3,000 "
BOISE STATE UNIVERSITY "6,000 "
BOYS AND GIRLS CLUB "1,000 "
CAMP RAINBOW GOLD "1,950 "
COURT APPOINTED SPECIAL ADVOCA "3,600 "
FESTIVAL OF TREES 2023 DE "2,500 "
GIRAFFE LAUGH "5,000 "
HOME PARTNERSHIP FOUNDATION "2,500 "
IDAHO ASSOCIATION OF COUNTIES "2,250 "
IDAHO HOUSING & FINANCE ASSOC "3,000 "
IDAHO OFFICE FOR REFUGEES "2,000 "
IDAHO STEM ACTION CENTER "1,500 "
IDAHO ZOOLOGICAL SOCIETY "2,000 "
IDAHOANS FOR HEALTHY MOMS "10,000 "
INSPIRE EXCELLENCE "2,000 "
JACK PINE ROUNDUP "1,000 "
JESSE TREE "2,000 "
LEARNING LAB "3,000 "
METRO MEALS ON WHEELS "1,000 "
MILLER,ANGELA V "1,356 "
SKILLSUSA IDAHO "2,000 "
ST LUKES MAGIC VALLEY HEALTH F "1,500 "
WESTERN IDAHO TRAINING COMPANY "1,000 "
WOMEN'S & CHILDREN'S ALLIANCE "5,000 "
YELLOW PINE MUSIC & HARMONICA "2,000 "
Misc Health & Human Services - 46 Organizations <$1,000 "17,167 "
TOTAL HEALTH & HUMAN SERVICES 426102 88,824 None
#2 BITE SIZED BUTTER 426103 1,742 "
ACE MENTOR PROGRAM OF IDAHO "1,100 "
ASSOCIATION OF IDAHO CITIES "1,000 "
BAKER COUNTY SHERIFF "2,000 "
BOISE CONVENTION & VISITO "3,000 "
BOISE METRO CHAMBER "6,400 "
BOYS AND GIRLS CLUB "2,500 "
CALDWELL NIGHT RODEO "4,300 "
CAMPBELL,TAYLOR L "2,021 "
CHAMBER OF COMMERCE "15,575 "
CITY OF CALDWELL "1,000 "
COMMUNITY COUNCIL OF IDAHO "3,000 "
COMMUNITY FORESTRY "7,000 "
COURT APPOINTED SPECIAL ADVOCA "1,200 "
DESTINATION CALDWELL "1,500 "
DICKERSON,PARIS G "1,000 "
ELMORE COUNTY 4-H "1,000 "
PAGE 44
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
FAMILY JUSTICE CENTER FOUNDATI 426103 1,000 "
FLOCK CANCER IDAHO "2,500 "
FREEMAN,CALLIE J "1,679 "
GARDEN CITY LIBRARY FOUNDATION "1,500 "
HABITAT FOR HUMANITY "2,500 "
IDAHO ASSOCIATED GENERAL CONTR "1,000 "
IDAHO ASSOCIATION OF COUNTIES "1,470 "
IDAHO COMMUNITY FOUNDATION "5,000 "
IDAHO ECONOMIC DEVELOPMENT ASS "1,000 "
IDAHO HUMANE SOCIETY "2,800 "
IDAHO NONPROFIT CENTER "3,000 "
IDAHO PUBLIC TELEVISION "20,000 "
IDAHO RODEO HALL OF FAME "1,000 "
IDAHO STATE UNIVERSITY "3,250 "
LEMHI COUNTY ECONOMIC DEVELOPM "1,000 "
MILLER,ANGELA V "4,956 "
MURPHY,ALEASHA A "1,422 "
MURRAY,NATHAN W "4,746 "
ONECARD CORRECTIONS "2,348 "
OXBOW FACILITY USAGE "1,760 "
ROTARY CLUB OF "1,000 "
SINCLAIR BROADCAST GROUP "6,020 "
SPECIAL OLYMPICS OF IDAHO "1,000 "
THREE ISLAND SENIORS "1,500 "
TRAILHEAD BOISE "2,500 "
UNITED WAY OF TREASURE VALLEY "3,000 "
WEST CENTRAL MOUNTAINS ECONOMI "1,000 "
WEST,KRISTA J "1,131 "
WOMEN'S & CHILDREN'S ALLIANCE "5,000 "
Misc Civic & Community Services - 127 Organizations < $1,000 "40,771 "
TOTAL CIVIC & COMMUNITY 426103 182,192 None
Misc Culture & Arts - 9 Organizations <$1,000 426104 3,125 "
TOTAL CULTURE & ARTS 426104 3,125 None
SALVATION ARMY 426107 16,325 "
TOTAL PROJECT SHARE 426107 16,325 None
CHANDLER,JIM A 426108 2,655 None
IDAHO CHAPTER AMERICAN "1,000 "
IDAHO TRAILS ASSOCIATION "2,000 "
SADDLE UP LINCOLN COUNTY INC "5,000 "
Misc Environment & Conservation - 60 Organizations <$1,000 426108 1,023 "
TOTAL ENVIROMENT & CONSERVATION 426108 11,678 None
BIRDS OF PREY 426109 20,000 "
BOISE STATE UNIVERSITY "20,000 "
BOYS AND GIRLS CLUB "20,000 "
CHILDREN'S MUSEUM OF THE MAGIC "10,000 "
COLLEGE OF WESTERN IDAHO FOUND "10,000 "
DISCOVERY CENTER OF IDAHO "10,000 "
HOME PARTNERSHIP FOUNDATION "20,000 "
PAGE 44-A
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
UNIVERSITY OF IDAHO FOUNDATION 426109 20,000 None
YMCA - TREASURE VALLEY "20,000 "
TOTAL NON-PROGRAM 426109 150,000 None
BOISE SCHOOLS FOUNDATION 426110 3,400 "
BOISE STATE UNIVERSITY "5,250 "
COLLEGE OF IDAHO "9,900 "
COLLEGE OF SOUTHERN IDAHO "3,000 "
COLLEGE OF WESTERN IDAHO "3,000 "
COLLEGE OF WESTERN IDAHO FOUND "2,000 "
DISTINGUISHED YOUNG WOMEN POCA "2,000 "
EAGLE JAZZ FESTIVAL INC "1,000 "
EDISON ELECTRIC INSTITUTE "15,000 "
ID ASSOCIATION FOR THE ED "2,500 "
IDAHO STATE UNIVERSITY "5,000 "
MAGIC VALLEY BUILDERS ASS "1,500 "
MURPHY,ALEASHA A "1,190 "
MURRAY,NATHAN W "1,432 "
NORTHWEST NAZARENE UNIVERSITY "4,000 "
TREASURE VALLEY COMMUNITY COLL "3,000 "
UNITED WAY OF TREASURE VALLEY "1,000 "
UNIVERSITY OF IDAHO "3,000 "
UNIVERSITY OF IDAHO FOUNDATION "10,500 "
WESTERN IDAHO SCIENCE BOWL "1,000 "
Misc Education - 26 Organizations <$1000 "8,786 None
TOTAL EDUCATION 426110 87,458 None
BOISE STATE UNIVERSITY 426111 8,000 "
BRIGHAM YOUNG UNIVERSITY "8,000 "
CENTRAL OREGON COMMUNITY COLLE "2,000 "
COLLEGE OF IDAHO "8,000 "
COLLEGE OF WESTERN IDAHO "2,000 "
IDAHO STATE UNIVERSITY "11,000 "
LEWIS CLARK STATE COLLEGE "2,000 "
UNIVERSITY OF IDAHO "14,000 "
UNIVERSITY OF TENNESSEE "2,000 "
UNIVERSITY OF WEST VIRGINIA "2,000 "
VOGUE BEAUTY COLLEGE "2,000 "
SCHOLARSHIP REFUND "(1,000)"
TOTAL SCHOLARSHIP PROGRAMS 426111 60,000 None
IDAHO MANUFACTURING ALLIANCE 426114 5,000 None
IDAHO POWER FOUNDATION "2,000,000 "
MELBA FIRE DEPARTMENT "2,500 "
MURPHY REYNOLDS WILSON FIRE DI "5,000 "
Misc Other non Profit Support- 3 Organizations <$1,000 "1,150 "
TOTAL OTHER NON-PROFIT SUPPORT 426114 2,013,650 None
IDAHO BOTANICAL GARDEN 426130 5,000 "
MILLER,ANGELA V "1,280 "
RICHLAND CEMETERY DONATION "9,991 "
Misc Non-Cash Contributions 5 Organizaations<$1000 "456 "
TOTAL NON-CASH CONTRIBUTIONS 426130 16,727 None
TOTAL CONTRIBUTIONS ACCOUNT 426.1 3,159,083
Page 44-BOREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2023
DONATIONS OR PAYMENTS FOR SERVICES RENDERED BY PERSONS OTHER THAN EMPLOYEES
AND CHARGED TO OREGON OPERATING ACCOUNTS
1. Report for each service rendered (including materials furnished incidental to the service which are
impracticable of separation) by recipient and in total the aggregate of all payments made during the
year where the aggregate of all such payments to a recipient was $25,000 or more including fees, re-
tainers, commissions, gifts, contributions, assessments, bonuses, subscriptions, allowances for expenses
or any other form of payments for services or as donations (except rents for property, taxes, utility
services, traffic settlements, amounts paid for general services and licenses, accurals paid to
trustees of pension and other employee benefit funds, and amounts paid for construction or maintenance
of plant to persons other than affiliates) to any one corporation, institution, association, firm,
partnership, committee, or person (not an employee of the respondent). Indicate by an asterisk in
column (c) each item that includes payments for materials furnished incidental to the service performed.
Payments to a recipient by two or more companies within a single system under a cost sharing or other
joint arrangement shall be considered a single item for reporting in this schedule and shall be shown
in the report of the principal company in the joint arrangement (as measured by gross operating revenues)
with references thereto in the reports of the other system companies in the joint arrangement.
2. If more convenient, this schedule may be filled out for a group of companies considered as one system
and shown only in the report of the principal company in the system, with references thereto in the reports
of the other companies.
Name of Recipient Nature of Service Amount of Payment
Allocated to Oregon
(a)(b)(c)
1 BAKER BOTTS LLP Legal Services 39,776$
2 BAKER VALLEY SWCD Conservation Services 1,095
3 BARKER, ROSHOLT & SIMPSON LLP Legal Services 2,085
4 BROWN AND CALDWELL Legal Services 2,447
5 CAMPUS COHORT FOR ENERGY Energy Management Consulting 3,242
6 CASCADE ENERGY INC Energy Management Consulting 39,406
7 COMPUNET, INC Legal Services 2,599
8 CORPORATE OFFICE INSTALLATIONS Management Services 1,233
9 CUSHMAN & WAKEFIELD Real Estate Services 19,173
10 DNV ENERGY SERVICES USA INC Management Services 18,090
11 DONNELLEY FINANCIAL SOLUTIONS Risk and Compliance Software 1,232
12 EL-ADA COMMUNITY ACTION A Community Services 2,269
13 ENERGY 350 Energy Management Consulting 19,406
14 EQ SHAREOWNER SERVICES Management Services 4,277
15 EVERGREEN CONSULTING GROUP, LL Management Services 20,665
16 FINANCIAL CONCEPTS AND APPLICA Financial Services 1,220
17 FRESHWATER TRUST, THE Environmental Services 13,295
18 GIVENS PURSLEY LLP Legal Services 2,335
19 HAWLEY TROXELL ENNIS & HAWLEY Legal Services 1,775
20 INTEGRATED DESGN LAB Management Services 8,125
21 JACKSON LEWIS PC Legal Services 1,676
22 KEATING SOIL AND WATER CONSERV Energy Management Consulting 1,297
23 KIRTON MCCONKIE Legal Services 1,859
24 KW ENGINEERING INC Engineering Consultants 5,622
25 MARTEN LAW LLP Legal Services 10,378
26 MCDOWELL RACKNER & GIBSON PC Legal Services 83,231
27 MEDIANT COMMUNICATIONS INC Management Services 1,359
28 MERCER THOMPSON LLC Legal Services 7,089
29 MORROW & FISCHER PLLC Legal Services 1,177
30 OSISOFT IT Services 30,807
31 PARSONS BEHLE & LATIMER Legal Services 5,037
32 PERKINS COIE LLP Legal Services 38,309
33 POWER ENGINEERS INC Engineering Consultants 3,728
34 PROFESSIONAL INSPECTION SERVIC Management Services 1,848
35 REED HARRIS ENVIRONMENTAL LTD Environmental Consulting Services 3,429
36 ROCK CREEK ENERGY GROUP LLP Legal Services 5,868
37 SCHWABE WILLIAMSON & WYATT Legal Services 12,149
38 SIMPSON THACHER AND BARTLETT L Legal Services 1,831
39 STRATEGIC ENERGY GROUP Energy Management Consulting 9,908
40 TETRA TECH INC Consulting Services 4,869
41 TINKER LLC Energy Management Consulting 2,088
42 U S ARMY ENGINEER AND DEVELOPM Management Services 2,499
43 UNIVERSITY OF IDAHO Management Services 8,676
44 VALBRIDGE PROPERTY ADVISORS Real Estate Services 6,752
45 VAN NESS FELDMAN LLP Legal Services 15,914
46 WESTERN IDAHO COMMUNITY P Management Services 1,459
47 YTURRI ROSE LLP Legal Services 27,896
48 YTURRI& ROSE& BURNHAM& BENTZ Legal Services 1,240
49 VALIDOS Management Services 3,220
TOTAL 504,959$
OREGON SUPPLEMENT Page 45
for
Page
Number Title
1 Statement of Utility Operating Income for the Year
2 Electric Operating Revenues
3 Sales of Electricity by Rate Schedules
4-5 Sales for Resale
6-7 Other Operating Revenues
8-11 Electric Operation and Maintenance Expenses
12 Depreciation and Amortization Expenses
13 Taxes, Other Than Income Taxes
14 Calculation of Current Federal Income Tax Expense
15 Calculation of Current State Income (Excise) Taxes
16-17 Accumulated Deferred Income Taxes, Account 190
18-19 Accumulated Deferred Income Taxes - Accelerated Amortization Property
20-21 Accumulated Deferred Income Taxes - Other Property
22-23 Accumulated Deferred Income Taxes - Other
24 Accumulated Deferred Investment Tax Credits
25 Summary of Situs Utility Plant and Reserves
26-28 Situs Utility Plant by Account
29 Accumulated Provision for Utility Plant Depreciation - Situs
30 Situs Materials and Supplies
31 Summary of Allocated Utility Plant and Reserves
32-34 Allocated Utility Plant by Account
35 Accumulated Provision for Utility Plant Depreciation - Allocated
36 Allocated Materials and Supplies
37 Electric Energy Account and Monthly Peaks and Output
38-39 Miscellaneous General Expenses
40 Officers' Salaries
41 Political Advertising
42 Political Contributions
43 Expenditures to Affiliated Interests
44 Donations
45
Payments for Services Rendered By Persons Other Than
Employees and Charged to Oregon Operating Accounts
PUC FORM 559 (11000) (04-07)
ANNUAL REPORT
OREGON SUPPLEMENT TO FERC FORM 1
MULTI-STATE ELECTRIC COMPANIES
INDEX
Page i
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
STATE OF OREGON STATEMENT OF OPERATING INCOME FOR THE YEAR
(Ref.)ELECTRIC UTILITY
Line Account Page
No.No. Current Year Previous Year
(a)(b)(c)(d)
1 UTILITY OPERATING INCOME
2 Operating Revenues (400)................................................................. 2 76,029,602$ 74,664,913$
3 Operating Expenses
4 Operation Expenses (401)............................................................... 8-11 46,872,462 49,093,801
5 Maintenance Expenses (402).......................................................... 8-11 5,178,419 3,549,877
6 Depreciation Expense (403)............................................................. 12 8,863,663 7,693,252
7 Amort. & Depl. of Utility Plant (404-405).......................................... 12 311,878 251,269
8 Amort. of Utility Plant Acq. Adj. (406)............................................... 12 586 586
Amort. of Property Losses, Unrecovered Plant and Regulatory........
Study Costs (407-411) ......................................................................12 (29,611)(30,019)
10 Accretion Expense (411)..................................................................12 337 509
11 Amort. of Conversion Expenses (407)............................................. 12
12 Taxes Other Than Income Taxes (408.1)......................................... 13 1,838,988 2,077,180
13 Regulatory Debits/Credits................................................................ 14 327,353 317,709
14 Income Taxes - Federal (409.1)....................................................... 14 523,286 (43,353)
15 - Other (409.1).................................................................... 15 346,257 75,927
16 Provision for Deferred Inc. Taxes (410.1)........................................ 16-23 827,299 1,506,809
17 (Less) Provision for Deferred Income Taxes - Cr.(411.1)................. 16-23 (3,860,044)(2,522,806)
18 Investment Tax Credit Adj. - Net (411.4).......................................... 24 4,020,885 2,103,922
19 (Less) Gains from Disp. of Utility Plant (411.6)................................
20 Losses from Disp. of Utility Plant (411.7).........................................
21 TOTAL Utility Operating Expenses (Enter lines 4 thru 20).............65,221,758 64,074,663
22 Net Utility Operating Income (Total of line 2 less 20).....................10,807,844$ 10,590,250$
9
OREGON SUPPLEMENT PAGE 1
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC OPERATING REVENUES (Account 400) - STATE OF OREGON ELECTRIC OPERATING REVENUES (Account 400) - STATE OF OREGON
1. Report below operating revenues for each prescribed account, and manufactured gas revenues in total. 4. Commercial and Industrial Sales, Account 442, may 5. See page 108, Important Changes During Year, for
2. Report number of customers, columns (f) and (g), on the basis of meters, in addition to the number of flat rate be classified according to the basis of classification important new territory added and important rate
accounts; except that where separate meter readings are added for billing purposes, one customer should be counted (Small or Commercial, and Large or Industrial) regular increases or decreases.
for each group of meters added. The average number of customers means the average of twelve figures at the close used by the respondent if such basis of classification 6. For lines 2, 4, 5, and 6, see page 304 for amounts
of each month. is not generally greater than 1000 Kw of demand. (See relating to unbilled revenue by accounts.
3. If previous year (columns (c), (e) and (g), are not derived from previously reported figures, explain any Account 442 of the Uniform System of Accounts. Expla 7. Include unmetered sales. Provide details of such
inconsistencies in a footnote. basis of classification in a footnote). sales in a footnote.
Line Amount for Amount for Amount for Amount for Number for Number for Line
No.Current Year Previous Year Current Year Previous Year Current Year Previous Year No.
(a)(b)(c) (d)(e)(f)(g)
1 Sales of Electricity 1
2 (440) Residential Sales.............................................21,052,037$ 21,308,020$ 186,456 190,709 14,098 14,012 2
3 (442) Commercial and Industrial Sales 3
4 Small (or Commercial) (See Instr. 4) (1).................23,444,926 22,475,762 230,258 216,124 6,053 5,979 4
5 Large (or Industrial) (See Instr. 4) (2)......................19,816,346 19,115,582 256,868 242,381 6 6 5
6 (444) Public Street and Highway Lighting.................156,116 153,251 357 402 38 38 6
7 (445) Other Sales to Public Authorities………………7
8 (446) Sales to Railroads and Railways......................8
9 (448) Interdepartmental Sales...................................9
10 TOTAL Sales to Ultimate Consumers..................64,469,425*63,052,615*673,939 **649,615 20,195 20,035 10
11 (447) Sales for Resale - Opportunity Non-Firm......... 5,948,366 7,004,185 117,468 87,436 11
12 TOTAL Sales of Electricity....................................70,417,791 70,056,800 791,407 737,051 20,195 20,035 12
13 (Less) (449.1) Provision for Rate Refunds................334,507 (369,171)13
14 TOTAL Revenue Net of Provision for Refunds.....70,752,298 69,687,629
15 Other Operating Revenues
16 (450) Forfeited Discounts..........................................
17 (451) Miscellaneous Service Revenues....................86,305 61,655 * Includes $142,473 unbilled revenues.
18 (453) Sales of Water and Water Power....................
19 (454) Rent from Electric Property..............................867,172 831,442 ** Includes 1,211 MWH relating to unbilled revenues.
20 (455) Interdepartmental Rents…………………………
21 (456) Other Electric Revenues..................................4,323,827 4,084,187
22
23
24
25 TOTAL Other Operating Revenues......................5,277,304 4,828,807
26 TOTAL Electric Operating Revenues...................76,029,602$ 71,425,002$
(1) Commercial and Industrial sales - Small - under 1,000 KW and includes all irrigation customers.
(2) Commercial and Industrial sales - Large - 1,000 KW and over.
AVG NO OF CUSTOMERS PER MONTHMEGAWATT HOURS SOLDOPERATING REVENUES
OREGON SUPPLEMENT Page 2
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
STATE OF OREGON SALES OF ELECTRICITY BY RATE SCHEDULES
1. Report below for each rate schedule in effect during the rate schedule in the same revenue account classification (such
year the KWH of electricity sold, revenue, average number of as a general residential schedule and an off peak water heating
customers, average KWH per customer, and average revenue p schedule), the entries in column (d) for the special schedule
KWH, excluding data for Sales for Resale which is reported on should denote the duplication in number of reported customers.
pages 310-311. 4. The average number of customers should be the number of
2. Provide a subheading and total for each prescribed bills rendered during the year divided by the number of billing
operating revenue account in the sequence followed in "Electric periods during the year (12 if all billings are made monthly).
Operating Revenues," page 301. If the sales under any rate 5. For any rate schedule having a fuel adjustment clause state
schedule are classified in more than one revenue account, list in a footnote the estimated additional revenue billed pursuant
the rate schedule and sales data under each applicable revenue thereto.
account subheading. 6. Report amount of unbilled revenue as of end of year for
3. Where the same customers are served under more than one each applicable revenue account subheading.
Line Number and Title of Rate Schedule MWH Sold Revenue Average Number KWH of Sales Revenue (cents)
No.of Customers per Customer per KWH Sold
(a)(b)(c)(d) (e)(f)
1 440 - Residential Sales:
2 01 - Residential 186,160 20,936,912$ 14,093 13,209 11.25
3 03 - Residential-Mastered Metered 0 -$
4 05 - Residential - TOD 116 12,671 5
5 15 - Dusk to Dawn customer Lighting 55 52,798 96.00
6 Residential - Billed 186,331 21,002,381 14,098 13,217 11.27
7 Residential - Unbilled 125 74,724 59.78
8 Bridger Depr & Boardman Decomm (25,068)
9 Total 440 186,456 21,052,037 14,098 13,226 11.29
10
11 442 - Commercial and Industrial Sales:
12 07 - General Service 19,782 2,449,164 2,743 7,212 12.38
13 09P - General Service 22,649 1,977,497 8 2,831,105 8.73
14 09S - General Service 108,807 10,329,520 874 9.49
15 09T - General Service 3,338 261,040 1 7.82
16 15 - Dusk to dawn customer lighting 75 58,444 0 77.74
17 19P - Uniform rate contracts 156,308 12,022,733 5 31,261,647 7.69
18 19S - Uniform rate contracts 0 0 0
19 19T - Uniform rate contracts 100,027 7,747,505 1 7.75
20 24S - Irrigation and soil drainage pumpin 75,047 8,437,968 2,424 30,960 11.24
21 40 - General Service 5 433 2 2,694 8.04
22 Commercial & Industrial - Billed 486,039 43,284,304 6,058 80,231 8.91
23 Commercial & Industrial - Unbilled 1,087 67,628 6.22
24 Bridger Depr & Boardman Decomm (90,661)
25 Total 442 487,126 43,261,271 6,058 80,410 8.88
26
27
28 444 - Public Street and Highway Lighting:
29 40 - General Service
30 41 - Municipal street lighting 330 152,480 27 12,213 46.24
31 42 - Municipal traffic control signal lightin 28 3,321 11 2,547 11.85
32 Public Street & Highway lighting billed 358 155,802 38 9,415 43.55
33 Public St & Highway lighting-unbilled (1)120
34 Bridger Depr & Boardman Decomm 194
35 Total 444 357 156,116 38 9,389 43.76
36
37
38 449 - OTHER
39 449 - OTHER - TAX REFORM REVENUE 0 578,058
40 Total 449 578,058
41
42
43 Total Billed 672,727 64,905,009 20,194 33,313 9.65
44 Total Unbilled Rev. (See Instr. 6)1,211 142,472
45 TOTAL 673,938 65,047,481 20,194 33,313 9.65
OREGON SUPPLEMENT Page 3
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED SALES FOR RESALE (Account 447) - STATE OF OREGON
1. Report sales during the year to other electric utilities and to cities or other public authorities for distribution to
ultimate consumers.
2. Provide in column (a) subheadings and classify sales as to (1) Associated Utilities, (2) Nonassociated Utilities, (3) Muni-
cipalities, (4) Cooperatives, and (5) Other Public Authorities. For each sale designate statistical classification in column
(b) using the following codes: FP, firm power supplying total system requirements of customer or total requirements at a
specific point of delivery; FP(C), firm power supplying total system requirements of customer or total requirements at a
specific point of delivery with credit allowed customer for available standby; FP(P), firm power supplementing customer's own
generation or other purchases; DP, dump power; O, other. Describe in a footnote the nature of any sales classified as Other
Power. Place an "x" in column (c) if sales involves export across a state line. Group together sales coded "x" in column (c) by
state (or county) of origin identified in column (e), providing a subtotal for each state (or county) of delivery in columns
(L) and (p).
Export FERC Station MW or MVa of Demand
Line Sales To Stat. Across Rate Point of Delivery Owner- (Specify which)
Class State Sch. (State or County) Ship
No. Lines No.Contract Average Monthly Annual
Demand Maximum Maximum
Demand Demand
(a)(b) (c) (d) (e)(f) (g)(h) (i)
1
2
3 Various Utilities
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PAGE 4
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED SALES FOR RESALE (Account 447) (Continued) - STATE OF OREGON
3. Report separately firm, dump, and other power sold to the same utility.
4. If delivery is made at a substation, indicate ownership in column (f), using the following codes: RS, respondent owned
or leased; CS, customer owned or leased.
5. If a fixed number of megawatts of maximum demand is specified in the power contract as a basis of billings to the
customer, enter this number in column (g). Base the number of megawatts of maximum demand entered in columns (h) and (i)
on actual monthly readings. Furnish these figures whether or not they are used in the determination of demand charges.
Show in column (j) type of demand reading ( i.e., instantaneous, 15, 30, or 60 minutes integrated).
6. For column (l) enter the number of megawatt hours shown on the bills rendered to the purchasers.
7. Explain in a footnote any amounts entered in column (o), such as fuel or other adjustments.
8. If a contract covers several points of delivery and small amounts of electric energy are delivered at each point,
such sales may be grouped.
REVENUE
Type of Voltage at
Demand Which Megawatt
Reading Delivered Hours Demand Energy Other Total Line
Charges Charges
No.
(j)(k)(l)(m)(n)(o)(p)
1
2
7,004,185 $7,004,185 3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
PAGE 5
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
SALES TO RAILROADS AND RAILWAYS AND INTERDEPARTMENTAL SALES (Accounts 446, 448)
1. Report particulars concerning sales included in Accounts 446 and 448.
2. For Sales to Railroads and Railways, Account 446, give name of railroad or railway in addition to other required information.
If contract covers several points of delivery and small amounts of electricity are delivered at each point, such sales may be grouped
3. For Interdepartmental Sales, Account 448, give name of other department and basis of charge to other department in addition to
other required information.
4. Designate associated companies.
5. Provide subheading and total for each account.
Line Item Point of Delivery Kilowatt-hours Revenue Revenue
per KWH
No.(a)(b)(c)(d)(e)
1 None
2
3
4
7
8
9
10
11
12
13
14
15
16
17
18
19
20
RENT FROM ELECTRIC PROPERTY AND INTERDEPARTMENTAL RENTS (Accounts 454, 455)
1. Report particulars concerning rents received included in Accounts 454 and 455.
2. Minor rents may be grouped by classes.
3. If rents are included which were arrived at under an arrangement for apportioning expenses of a joint facility, whereby the amount
included in this account represents profit or return on property, depreciation, and taxes, give particulars and the
basis of apportionment of such charges to Account 454 or 455.
4. Designate if lessee is an associated company.
5. Provide a subheading and total for each account.
Line ame of Lessee or Department Description of Property Amount of Revenue
No.For Year
(a)(b)(c)
21 Various Substation Equipment Rental 125,277$
22
23 " Transformer Rentals - Dist 943
24
25 " Line Rentals -
26
27 " Cogeneration 82,347
28
29 " Pole Attachments 152,533
30
31 " Facilities Charges 449,199
32
33 " Other Rentals 52,866
34
35 "Water Lease 4,007
36
37 "
38 Total Account 454 867,172$
PAGE 6
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED SALES OF WATER AND WATER FOR POWER (Account 453) - OREGON
1. Report below the information called for concerning revenues derived during the
year from sales to others of water or water power.
2. In column (c) show the name of the power development of the respondent supplying
the water or water power sold.
3. Designate associated companies.
Purpose for which Power Plant Amount of
Line Name of Purchaser Water was Used Development Revenue for Year
No.(a)(b) (c)(d)
1 None
2
3 TOTAL
MISCELLANEOUS SERVICE REVENUES AND OTHER ELECTRIC REVENUES (Accounts 451, 456)
1. Report particulars concerning miscellaneous service revenues and other electric
revenues derived from electric utility operations during year. Report separately
in this schedule the total revenues from operation of fish and wildlife and recreation
facilities, regardles of whether such facilities are operated by company or by contract
concessionaires. Provide a subheading and total for each account. For account 456,
list first revenues realized through Research and Development ventures, see account 456.
2. Designate associated companies.
3. Minor items may be grouped by classes.
Line Name of Company and Description of Service
Amount of
Revenue
for Year
No.(b)
4 Account 451
5
6 Miscellaneous Service Revenues.........................................................................................................86,305$
7
8 Account 456
9
10 Transmission for Others - Network.....................................................................................................445,962$
11 Transmission - Point-to-Point and Other.............................................................................................2,178,915
12 Photovoltaic Station Service...............................................................................................................-
13 DSM Rider Funds…………………………………………………………………………………………………1,668,198
14 Sierra Pacific Usage Charge..............................................................................................................30,674
15 Antelope.............................................................................................................................................-
16 Miscellaneous....................................................................................................................................79
17
18
19
20 Total Account 456.......................................................................................................................4,323,827$
21
22
23
PAGE 7
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(c)
1 (1) POWER PRODUCTION EXPENSES
2 A. Steam Power Generation
3 Operation
4 37,230$ 24,535$
5 4,062,036 3,985,455
6 369,268 423,597
7
8
9 73,069 66,330
10 313,101 317,269
11 8,730 9,133
12
13 4,863,434 4,826,319
14 Maintenance
15 2,062 (10,321)
16 13,875 44,574
17 355,288 321,225
18 131,441 126,007
19 291,071 345,283
20 793,736 826,768
21 5,657,171 5,653,087
22 B. Nuclear Power Generation
23 Operation
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42 C. Hydraulic Power Generation
43 Operation
44 (535) Operation Supervision and Engineering...........................................................................................242,990 209,425
45 (536) Water for Power..............................................................................................................................113,507 129,086
46 (537) Hydraulic Expenses.........................................................................................................................828,407 742,330
47 (538) Electric Expenses...........................................................................................................................91,834 86,176
48 (539) Miscellaneous Hydraulic Power Generation Expenses.....................................................................256,624 215,791
49 (540) Rents..............................................................................................................................................12,446 12,172
50 TOTAL Operation (Enter Total of lines 44 thru 49).............................................................................1,545,808 1,394,980
PAGE 8
TOTAL Maintenance (Enter Total of lines 35 thru 39).......................................................................
TOTAL Power Production Expenses-Nuclear Power (Enter Total of lines 33 and 40).......................
Maintenance............................................................................................................................................
(528) Maintenance Supervision and Engineering.....................................................................................
(529) Maintenance of Structures..............................................................................................................
(530) Maintenance of Reactor Plant Equipment.......................................................................................
(531) Maintenance of Electric Plant.........................................................................................................
(532) Maintenance of Miscellaneous Nuclear Plant..................................................................................
TOTAL Operation (Enter Total of lines 24 thru 32)............................................................................
TOTAL Maintenance (Enter Total of Lines 15 thru 19).......................................................................
(517) Operation Supervision and Engineering..........................................................................................
(518) Fuel................................................................................................................................................
(519) Coolants and Water.......................................................................................................................
(520) Steam Expenses............................................................................................................................
(521) Steam from Other Sources............................................................................................................
(Less) (522) Steam Transferred-Cr.........................................................................................................
(523) Electric Expenses...........................................................................................................................
(524) Miscellaneous Nuclear Power Expenses........................................................................................
(525) Rents.............................................................................................................................................
TOTAL Operation (Enter Total of lines 4 thru 12)...............................................................................
TOTAL Power Production Expenses-Steam Power (Enter Total of lines 13 and 20).........................
(500) Operation Supervision and Engineering..........................................................................................
(501) Fuel................................................................................................................................................
(502) Steam Expenses............................................................................................................................
(503) Steam from Other Sources............................................................................................................
(Less) (504) Steam Transferred-Cr.........................................................................................................
(505) Electric Expenses...........................................................................................................................
(506) Miscellaneous Steam Power Expenses..........................................................................................
(507) Rents.............................................................................................................................................
(509) Allowances.....................................................................................................................................
(510) Maintenance Supervision and Engineering.....................................................................................
(511) Maintenance of Structures..............................................................................................................
(512) Maintenance of Boiler Plant............................................................................................................
(513) Maintenance of Electric Plant.........................................................................................................
(514) Maintenance of Miscellaneous Steam Plant....................................................................................
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
51 C. Hydraulic Power Generation (Continued)
52 Maintenance
53 (541) Maintenance Supervision and Engineering......................................................................................7,011$ 4,457$
54 (542) Maintenance of Structures...............................................................................................................44,922 37,441
55 (543) Maintenance of Reservoirs, Dams, and Waterways........................................................................67,140 18,237
56 (544) Maintenance of Electric Plant..........................................................................................................151,642 107,855
57 (545) Maintenance of Miscellaneous Hydraulic Plant................................................................................200,447 157,398
58 TOTAL Maintenance (Enter Total of lines 53 thru 57)..........................................................................471,161 325,388
59 TOTAL Power Production Expenses-Hydraulic Power (Enter Total of lines 50 and 58)........................2,016,970 1,863,229
61 Operation
62 (546) Operation Supervision and Engineering...........................................................................................23,256 25,185
63 (547) Fuel.................................................................................................................................................6,744,991 5,460,880
64 (548) Generation Expenses......................................................................................................................250,026 214,762
65 (549) Miscellaneous Other Power Generation Expenses..........................................................................28,437 366
66 (550) Rents..............................................................................................................................................--
67 TOTAL Operation (Enter Total of lines 62 thru 66)...............................................................................7,046,710 5,701,194
68 Maintenance
69 (551) Maintenance Supervision and Engineering......................................................................................--
70 (552) Maintenance of Structures...............................................................................................................3,968 6,387
71 (553) Maintenance of Generating and Electric Plant.................................................................................4,406 40,437
72 (554) Maintenance of Miscellaneous Other Power Generation Plant.........................................................125,741 270,306
73 TOTAL Maintenance (Enter Total of lines 69 thru 72).........................................................................134,115 317,130
74 TOTAL Power Production Expenses-Other Power (Enter Total of lines 67 and 73).............................7,180,824 6,018,323
75 E. Other Power Supply Expenses
76 (555) Purchased Power............................................................................................................................17,176,320 23,350,416
77 (556) System Control and Load Dispatching.............................................................................................3 -
78 (557) Other Expenses..............................................................................................................................1,756,791 (1,020,334)
79 TOTAL Other Power Supply Expenses (Enter Total of lines 76 thru 78)..............................................18,933,114 22,330,082
80 TOTAL Power Production Expenses (Enter Total of lines 21, 41, 59, 74, and 79)................................33,788,079 36,634,773
81 2. TRANSMISSION EXPENSES
82 Operation
83 (560) Operation Supervision and Engineering...........................................................................................109,750 128,482
84 (561) Load Dispatching............................................................................................................................198,838 215,886
85 (562) Station Expenses............................................................................................................................101,537 112,183
86 (563) Overhead Line Expenses................................................................................................................48,828 45,134
87 (564) Underground Line Expenses...........................................................................................................
88 (565) Transmission of Electricity by Others..............................................................................................546,687 496,022
89 (566) Miscellaneous Transmission Expenses...........................................................................................-0
90 (567) Rents..............................................................................................................................................177,107 195,318
91 TOTAL Operation (Enter Total of lines 83 thru 90)...............................................................................1,182,747 1,193,027
92 Maintenance
93 (568) Maintenance Supervision and Engineering......................................................................................18,406 8,320
94 (569) Maintenance of Structures...............................................................................................................66,461 76,624
95 (570) Maintenance of Station Equipment..................................................................................................125,191 105,051
96 (571) Maintenance of Overhead Lines......................................................................................................163,594 91,511
97 (572) Maintenance of Underground Lines.................................................................................................
98 (573) Maintenance of Miscellaneous Transmission Plant..........................................................................30 206
99 (575) Regional Market Expense - EIM......................................................................................................21,618 27,631
100 TOTAL Maintenance (Enter Total of lines 93 thru 98)..........................................................................395,301 309,343
101 TOTAL Transmission Expenses (Enter Total of lines 91 and 99).........................................................1,578,048 1,502,370
102 Operation
103 (580) Operation Supervision and Engineering...........................................................................................237,591 279,738
PAGE 9
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
104 3. DISTRIBUTION EXPENSES (Continued)
105 (581) Load Dispatching............................................................................................................................215,951$ 191,648$
106 (582) Station Expenses............................................................................................................................79,359 76,860
107 (583) Overhead Line Expenses................................................................................................................519,900 383,799
108 (584) Underground Line Expenses...........................................................................................................109,101 68,577
109 (585) Street Lighting and Signal System Expenses..................................................................................11 1,902
110 (586) Meter Expenses..............................................................................................................................207,498 172,397
111 (587) Customer Installations Expenses....................................................................................................89,441 72,152
112 (588) Miscellaneous Distribution Expenses...............................................................................................209,422 221,850
113 (589) Rents..............................................................................................................................................19,250 35,083
114 TOTAL Operation (Enter Total of lines 103 thru 113)..........................................................................1,687,523 1,504,005
115 Maintenance
116 (590) Maintenance Supervision and Engineering......................................................................................435 566
117 (591) Maintenance of Structures...............................................................................................................--
118 (592) Maintenance of Station Equipment..................................................................................................216,791 170,053
119 (593) Maintenance of Overhead Lines......................................................................................................2,765,796 1,552,671
120 (594) Maintenance of Underground Lines.................................................................................................17,931 10,925
121 (595) Maintenance of Line Transformers..................................................................................................3,253 5,191
122 (596) Maintenance of Street Lighting and Signal Systems........................................................................11,235 8,709
123 (597) Maintenance of Meters....................................................................................................................30,782 25,982
124 (598) Maintenance of Miscellaneous Distribution Plant.............................................................................15,598 8,153
125 TOTAL Maintenance (Enter Total of lines 116 thru 124)......................................................................3,061,820 1,782,251
126 TOTAL Distribution Expenses (Enter Total of lines 114 and 125).........................................................4,749,343 3,286,256
127 4. CUSTOMER ACCOUNTS EXPENSES
128 Operation
129 (901) Supervision.....................................................................................................................................38,256 37,619
130 (902) Meter Reading Expenses................................................................................................................258,659 243,590
131 (903) Customer Records and Collection Expenses...................................................................................557,113 493,823
132 (904) Uncollectible Accounts....................................................................................................................326,688 208,449
133 (905) Miscellaneous Customer Accounts Expenses.................................................................................1 (144)
134 TOTAL Customer Accounts Expenses (Enter Total of lines 129 thru 133)...........................................1,180,716 983,337
135 5. CUSTOMER SERVICE AND INFORMATIONAL EXPENSES
136 Operation
137 (907) Supervision.....................................................................................................................................57,654 42,858
138 (908) Customer Assistance Expenses......................................................................................................1,856,376 1,718,242
139 (909) Informational and Instructional Expenses........................................................................................10,729 9,524
140 (910) Miscellaneous Customer Service and Informational Expenses........................................................36,144 31,635
141 TOTAL Cust. Service and Informational Expenses (Enter Total of lines 137 thru 140).........................1,960,902 1,802,259
142 6. SALES EXPENSES
143 Operation
144 (911) Supervision.....................................................................................................................................
145 (912) Demonstrating and Selling Expenses..............................................................................................--
146 (913) Advertising Expenses......................................................................................................................
147 (916) Miscellaneous Sales Expenses.......................................................................................................
148 TOTAL Sales Expenses (Enter Total of lines 144 thru 147).................................................................--
149 7. ADMINISTRATIVE AND GENERAL EXPENSES
150 Operation
151 (920) Administrative and General Salaries................................................................................................4,880,553 4,176,347
152 (921) Office Supplies and Expenses.........................................................................................................855,600 659,976
153 (922) Administrative Expenses Transferred-Credit...................................................................................(2,105,123)(1,531,706)
PAGE 10OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES (Continued) - OREGON
If the amount for previous year is not derived from previously reported figures, explain in footnotes.
Line Amount for Amount for
No.Account Current Year Previous Year
(a)(b)(b)
154 7. ADMINISTRATIVE AND GENERAL EXPENSES (Continued)
155 (923) Outside Services Employed............................................................................................................473,497$ 380,757$
156 (924) Property Insurance..........................................................................................................................200,244 159,777
157 (925) Injuries and Damages.....................................................................................................................469,784 285,336
158 (926) Employee Pensions and Benefits....................................................................................................2,684,108 2,467,470
159 (927) Franchise Requirements.................................................................................................................--
160 (928) Regulatory Commission Expenses..................................................................................................799,700 1,587,821
161 (929) Duplicate Charges-Cr......................................................................................................................
162 (930.1) General Advertising Expenses.....................................................................................................5,907 21,428
163 (930.2) Miscellaneous General Expenses.................................................................................................207,238 190,915
164 (931) Rents..............................................................................................................................................--
165 TOTAL Operation (Enter Total of lines 151 thru 164)...........................................................................8,471,507 8,398,120
166 Maintenance
167 (935) Maintenance of General Plant.........................................................................................................322,285 336,384
168 TOTAL Administrative and General Expenses (Enter Total of lines 165
thru 167)........................................................................................................................................8,793,793 8,734,504
169 TOTAL Electric Operation and Maintenance Expenses (Enter Total of
lines 80, 100, 126, 134, 141, 148, and 168)...................................................................................52,050,881$ 52,943,498$
SUMMARY OF ALLOCATED ELECTRIC OPERATION AND MAINTENANCE EXPENSES - OREGON
Line Functional Classification Operation Maintenance Total
No.
(a) (b)(c)(d)
170 Power Production Expenses
171 Electric Generation:
172 Steam power.....................................................................................4,863,434$ 793,736$ 5,657,171$
173 Nuclear power.......…….....................................................................
174 Hydraulic - Conventional....................................................................1,545,808 471,161 2,016,970$
175 Hydraulic - Pumped Storage...............…...........................................
176 Other power.......................................................................................7,046,710 134,115 7,180,824$
Other Power Supply Expenses............................................................18,933,114 -18,933,114$
177 Total Power Production Expenses................................................32,389,067 1,399,012 33,788,079$
178 Transmission Expenses.........................................................................1,182,747 395,301 1,578,048$
179 Distribution Expenses............................................................................1,687,523 3,061,820 4,749,343$
180 Customer Accounts Expenses...............................................................1,180,716 -1,180,716$
181 Customer Service and Informational Expenses......................................1,960,902 -1,960,902$
182 Sales Expenses.....…….........................................................................---$
183 Administrative and General Expenses...................................................8,471,507 322,285 8,793,793$
184 Total Electric Operation and Maintenance Expenses....................46,872,462$ 5,178,419$ 52,050,881$
PAGE 11
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED DEPRECIATION AND AMORTIZATION OF ELECTRIC PLANT (Account 403, 404, 405) - OREGON
(Except amortization of acquistion adjustments)
A. Summary of Depreciation and Amortization Charges
Amortization of Amortization
Depreciation Limited-Term of Other
Line Functional Classification Expense Electric Plant Electric Plant
No.(Account 403) (Account 404) (Acct. 405)Total
(a)(b)(c)(d)(e)
1 Intangible Plant................................................................- $ 311,878$ 311,878$
2 Steam Production Plant....................................................2,334,072 - 2,334,072
3 Nuclear Production Plant.....…........….....…................…-
4 Hydraulic Production Plant - Conventional........................1,055,164 - 1,055,164
5 Hydraulic Production Plant - Pumped Storage............….
6 Other Production Plant.....................................................796,511 - 796,511
7 Transmission Plant...........................................................1,077,390 - 1,077,390
8 Distribution Plant..............................................................2,800,129 - 2,800,129
9 General Plant...................................................................812,628 - 812,628
10 Depreciation on Disallowed Costs.........…........................(12,232)- (12,232)
11 Boardman ARO Depreciation.........…...............................- -
12 ARO Accretion .........…................................………………337 337
13 TOTAL......................................... .8,864,000$ 311,878$ 9,175,878$
B. OTHER AMORTIZATION
Describe briefly the nature of each transaction giving rise to amortization included in Account 406, Amortization of
Utility Plant Acquisition Adjustments, or Account 407, Amortization of Property Losses. Provide the requested
information for each transaction, as well as providing a total for each account.
OPUC
Amortization
Nature of Transaction Number Period Amount
Account 406 Total System Oregon
Amount Allocation
Amortization of JOOA SWAP TRANS COST 585.76 15,017.88$ 0.03900422
Account 411
411.6 MCCALL-DONNELLY TRANSMISSION LAND DISPOSAL - HAMEL (24.07)$ (617)$ 0.03900422
411.7 NORTHSIDE SUBSTATION PARTIAL LAND DISPOSAL 35.34$ 906$ 0.03900422
411.8 - Green Tags and Emissions (29,622.04)$ (759,457.22)0.03900422
(29,025)$ (744,150)$
OREGON SUPPLEMENT Page 12
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ALLOCATED TAXES, OTHER THAN INCOME TAXES (ACCOUNT 408.1) - OREGON
KIND OF TAX Amount
1 Federal Taxes:
2 FICA 959,406$
3 FUTA 4,247
4 Less: Payroll Deduction and Loading (983,579)
5 State Taxes:
6 Ad Valorem 411,688
7 Licenses - Hydro Projects 152
8 Regulatory Commission Fees 396,875
9 Franchise Taxes 967,856
10 State Unemployment Taxes 19,926
11 Hydro Generation KWH Tax 62,259
12 Nevada Commerce Tax 157
13
14
15
16
17
18
19
20
21
22
23 TOTAL (Must agree with page 1, line 12.)1,838,988
OREGON SUPPLEMENT Page 13
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
CALCULATION OF CURRENT FEDERAL INCOME TAX EXPENSE - Account 409.1
1. Report amounts used to derive current Federal income tax expense, Account 409.1, for the reporting period. If amounts
are shown in thousands, show (000) in the heading for column (b).
2. Show amounts increasing taxable income as positive values and amounts decreasing taxable income as negative.
3. Current tax expense on this schedule must match the amount reported on page 1, line 12 of this report. Separately identify
adjustments arising from revisions of prior year accruals.
4. Minor amounts of other additions (subtractions) may be grouped.
Line Particulars (Details)Amount
No.(a)(b)
1 Electric Operating Revenues...................................................................................................................76,029,602$
2 Operations and Maintenance Expenses...................................................................................................52,050,881
3 Taxes Other Than Income.......................................................................................................................1,838,988
4 Regulatory Debits/Credits........................................................................................................................327,353
5 State Income (Excise) Tax.......................................................................................................................406,208
6 Interest....................................................................................................................................................7,131,585
7 Federal Income Tax Depreciation............................................................................................................ . 8,863,663
8 Other Line items to Derive Taxable Income………………………………………………………………………337
9 Amortization of Limited-Term Plant......................................................................................................282,853
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24 Federal Tax Net Income............................................................................................................................5,127,734$
25
26
27 Show Computation of Tax:
28
29 Federal Income Tax @ 21%....................................................................................................................1,076,824$
30 FIN 48 Adjustment...........................................................................................................................(2,810,156)
31 Prior Years' Tax Adjustment............................................................................................................. (255,779)
32 Total Federal Income Tax Before Other Adjustments................................................................................ (1,989,111)
33
34 Other Tax Adjustments
35 Allowance for AFUDC.......................................................................................................................... 3,441,090$
36 Income Tax Adjustments..................................................................................................................... 8,522,704
37 Federal Tax on Other Tax Adj @ 21%....................................................................................................... 2,512,397
38
39 Total Federal Income Tax......................................................................................................................... 523,286$
OREGON SUPPLEMENT Page 14
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
CALCULATION OF CURRENT STATE INCOME (EXCISE) TAX EXPENSE - Account 409.1
1. Report amounts used to derive current state income (excise) tax expense, Account 409.1, for the reporting period.
If amounts are shown in thousands, show (000) in the heading for column (b).
2. Show amounts increasing taxable income as positive values and amounts decreasing taxable income as negative.
3. Current tax expense on this schedule must match the amount reported on page 1, line 15 of this report. Separately
identify adjustments arising from revisions of prior year accruals.
4. Minor amounts of other additions (subtractions) may be grouped.
Line Particulars (Details)Amount
No.(a)(b)
1 Electric Operating Revenues..........................................................................................76,029,602$
2 Operations and Maintenance Expenses.........................................................................52,050,881
3 Taxes Other Than Income..............................................................................................1,838,988
4 Regulatory Debits/Credits...............................................................................................327,353
5 Interest...........................................................................................................................7,131,585
6 State Income (Excise) Tax Depreciation.........................................................................8,863,663
7
8 Other Line Items to Derive Taxable Income
9 Amortization of Limited-Term Plant…………………………………………………………282,853
ARO Accretion Expense.............................................................................................337
10 Income Tax Adjustments............................................................................................(9,790,181)
11 Allowance for AFUDC.................................................................................................3,441,090
12 IERCO Taxable Income..............................................................................................853,978
13
14
15
16
17
18
19
20
21 TOTAL Utility Operating Expenses (Enter lines 4 thru 20)
22
13
14 State Tax Net Income.....................................................................................................11,029,056$
15
16
17
18
19 Show Computation of Tax:
20
21 State Taxes ..................................................................................................................406,208
22 Add: FIN 48 Adjustment................................................................................................(105,144)
23 Prior Period Adjustment........................................................................................45,193
24
25
26 Total Oregon State Tax..............................................................................................346,257$
OREGON SUPPLEMENT Page 15
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES (Account 190)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes.
2. In the space provided:
(a) identfy, by amount and classification, significant items for which deferred taxes are being provided.
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Electric
2 Emission Allowances............................................................. $ -$ -$
3 Advances for Construction....................................................0 (29,843)
4 Other Operating (See Note 1)...............................................178,291 (468,057)
5
6 Non-Operating.......................................................................
7
8
9 Total Electric............................................................................. $ 178,291$ (497,900)$
10 Gas............................................................................................. $ $ $
11
12
13 Other
14 Total Gas.................................................................................. $ $ $
15 Other Non-Electric .................................................................... $ $ $
16 Total (Account 190).................................................................. $ 178,291$ (497,900)$
17 Classification of TOTALS
18 Federal Income Tax.............................................................. $ $ $
19 State Income Tax.................................................................. $ $ $
20 Local Income Tax ................................................................. $ $ $
Note 1:
Rate Case Disallowance...........................................................6,007 0
PCA Coal Usage Reserve.........................................................109,097 (1,752)
Executive Deferred Compensation...........................................0 (2,650)
Executive Deferred Compensation Long-Term........................0 0
SFAS 112 - Post Retirement Benefits.......................................0 (5,525)
Non-VEBA Pension and Benefits..............................................5,712 0
FAS 123R - Stock Based Compensation.................................1 (23,163)
Provision for Rate Refunds.......................................................0 0
Revenue Sharing.......................................................................0 0
Stock Based Comp - Reserve..................................................20,010 0
Incentive Reserve - Deferred Only............................................0 (4,005)
Tax Reform Regulatory Stipulation...........................................0 (13,932)
COVID Deferral Order 34718....................................................0 (3,053)
Deferred Idaho ITC....................................................................20,776 (149,103)
VEBA - Post Retiree Benefits....................................................706 (15,275)
Bridger Revenue Deferral..........................................................7,402 0
AFUDC Hells Canyon Relicensing............................................0 (225,762)
Soft Cap Battery Reserve.........................................................0 0
OR Rate Case Mitigation...........................................................528 0
Unrealized Gain/Loss on Investment........................................0 0
USBR-American Falls O&M Costs Settlement.........................1,417 0
Oregon Pension Expense.........................................................0 (7,976)
Incentive Deferral - Profit Sharing not in rates..........................0 (15,745)
OR Reconnect Fees Adv..........................................................0 (28)
Asset Retirement Obligation (ARO)..........................................197 (87)
Deferred GBC Federal..............................................................0 0
WRAP Deferral..........................................................................6,439 0
Total................................................................................... $ 178,291$ (468,057)$
PAGE 16
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES (Account 190) (Continued)
(b) indicate insignificant amounts under OTHER.
3. Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g) (h) (i) (j)(k)
1
$ $ $ $ $ 2
3
4
5
0 (13,654)6
7
8
0$ (13,654)$ $ $ $ 9
$ $ $ $ $ 10
11
12
13
$ $ $ $ $ 14
$ $ $ 15
0$ (13,654)$ $ $ $ 16
17
$ $ $ $ $ 18
$ $ $ $ $ 19
$ $ $ $ $ 20
-$ -$
PAGE 17
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-ACCELERATED AMORTIZATION PROPERTY (Account 281)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to amortizable property.
2. In the space provided furnish explanations, including the following in columnar order:
(a) State each certification number with a brief description of property.
(b) Total and amortizable cost of such property.
(c) Date amortization for tax purposes commenced.
CHANGES DURING YEAR
Balance at
Line Account Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Accelerated Amortization (Account 281) NONE
2 Electric
3 Defense Facilities............................................................
4 Pollution Control Facilities...............................................
5 Other: Accelerated Amortization......................................
6
7
8 TOTAL Electric (Enter Total of lines 3 thru 7)
9 Gas
10 Defense Facilities............................................................
11 Pollution Control Facilities...............................................
12 Other................................................................................
13
14
15 TOTAL Gas (Enter Total of lines 10 thru 14)...................
16 Other (Specify)...................................................................
TOTAL (Account 281)(Enter Total of 8, 15,
17 and 16)............................................................................-$ -$
18
19 Federal Income Tax...........................................................
20 State Income Tax...............................................................
21 Local Income Tax...............................................................
PAGE 18
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-ACCELERATED AMORTIZATION PROPERTY (Account 281) (Continued
(d) "Normal" depreciation rate used in computing the deferred tax.
(e) Tax rate used to originally defer amounts and the tax rate used during the current year to amortize
previous deferrals.
3. Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
-$ -$ 17
18
19
20
21
PAGE 19
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-OTHER PROPERTY (Account 282)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to property not subject to accelerated amortization.
2. In the space provided furnish below explanations,including the following:
State the general method or methods of liberalized depreciation being used (sum-of-year digits, declining balance,
etc.,) estimated lives i.e. useful life, guideline life, guideline class life, etc., and classes of plant to
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Account 282
2 Electric........................................................................129,767$ (1,594,287)$
3 Gas............................................................................
4 Other (Define) ...........................................................
5 TOTAL (Enter Total of lines 2 thru 4)........................129,767 (1,594,287)
6 Other (Specify)...........................................................
7 FERC Jurisdictional Deferral…………………………
8 Non-Utility Property.................................................
9 TOTAL Account 282 (Enter Total of lines 5 thru 8)...129,767$ (1,594,287)$
10 Classification of TOTAL
11 Federal Income Tax..................................................
12 State Income Tax......................................................
13 Local Income Tax......................................................
Line 2:
Depr Timing Diff...........................................................252,366 (1,211,164)
Intangible Asset - Labor Deductions............................16,445 -
N Valmy Partnership Capitalized Items........................0 -
CIAC as Taxable Income.............................................2,338 (531,763)
FERC Juris-S Georgia-Acct 282 Def only 0 -
Engineering Fees.........................................................3,332 (0)
Software Costs............................................................0 -
Total....................................................................274,481 (1,742,927)
PAGE 20OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-OTHER PROPERTY (Account 282) (Continued)
which each method is being applied and date method was adopted.
3.Beginning balance may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
-$ -$ -$ 2
3
4
0 0 0 5
6
7
-$ -$ 8
-$ -$ -$ 9
10
11
12
13
PAGE 21OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-OTHER (Account 283)
1. Report the information called for below concerning the respondent's accounting for deferred income taxes
relating to amounts recorded in Account 283.
2. In the space provided below include amounts relating to insignificant items under Other.
CHANGES DURING YEAR
Balance at
Line Account Subdivisions Beginning Amounts Amounts
of Year Debited Credited
No.(Account 410.1) (Account 411.1)
(a)(b)(c)(d)
1 Account 283
2 Electric (See Note 1)374,528 (1,619,218)
3
4 Total Electric....................................................374,528 (1,619,218)
5
6
7 Other (See Note 2)...............................................
8
9
10 Total (Account 283) (Enter Total of lines 4 - 9).... 374,528$ (1,619,218)$
11 Classification of Total:
12 Federal Income Tax..............................................
13 State Income Tax..................................................
14 Local Income Tax.................................................
Note 1:
Oregon PCAM...........................................................0 0
Langley Revenue Accrual.........................................0 (2,999)
PCA ..........................................................................0 0
PCA Expense Deferral.............................................0 (1,063,134)
Oregon Excess Power Supply Costs.......................0 0
OATT Revenue Deficiency ......................................0 0
Emission Allowances................................................0 0
Fixed Cost Adjustment (FCA)...................................0 (339,832)
Community Solar Deferral…………………………...541 0
Intervenor Funding Orders........................................0 (48)
Oregon CAT Deferral................................................(1,233)0
Prepaid Credit Facility...............................................4,303 0
EIM Deferral..............................................................0 0
EIM PCA Offset Estimate.........................................79,425 0
REC Sales................................................................51,655 0
Pension Expense......................................................0 (34,827)
Valmy Settlement Adjust...........................................0 (65,248)
Valmy Depreciation Adjust........................................0 (41,864)
Conservation Programs............................................0 0
COVID Deferral Order 34718...................................0 0
Wildfire Mitigation Deferral.......................................120,504 0
Boardman Decommission........................................0 (27,171)
Siemens LTP Contract..............................................678 0
Siemens OR DRB Interest Reserve.........................0 (277)
Bridger Depreciation Adjust......................................116,828 (35,918)
Boardman Removal..................................................1,154 0
LIDAR Surveys Deferral...........................................0 0
Gain/Loss on Reacquired Debt................................0 (5,640)
OR Annual Reg Exp..................................................673 0
Royalty Income.........................................................0 (2,261)
Total....................................................................374,528 (1,619,218)
Note 2:
Advance Coal Royalties...........................................
Unrealized Gain/Loss from Rabbi Trust...................
Oregon Non-Operating Property Tax Adj.................
Unrealized Gain/Loss from tax.................................
Total....................................................................
PAGE 22OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INCOME TAXES-OTHER (Account 283) (Continued)
3. Beginning balances may be omitted if not readily available. Report electric utility deferred taxes only.
4. Use separate pages as required.
CHANGES DURING YEAR ADJUSTMENTS
Balance at
Amounts Amounts Debits Credits Line
Debited Credited End of Year
(Account 410.2) (Account 411.2) Acct. No. Amount Acct. No. Amount No.
(e)(f)(g)(h)(i)(j)(k)
1
0 0 2
3
----4
5
6
6,214 0 7
8
9
6,214$ -$ -$ -$ 10
11
12
13
14
0 0
0 0
683 0
0 0
5,532 0
6,214 0
PAGE 23OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED DEFERRED INVESTMENT TAX CREDITS (Account 255)
Report below information applicable to Account 255. Explain by footnote any correction adjustments to the account
balance shown in column (g). Include in column (i) the average period over which the tax credits are amortized.
Average
Account Balance at Balance at Period of
Subdivisions Beginning Adjustments End Allocation
Line of Year Account Amount Account Amount Year To Income
No. No. No.
(a)(b) (c)(d) (e)(f)(g)(h)(i)
1 Electric Utility
2 3%
3 4%
4 7%
5 10%
6
7
8
9 TOTAL 411.4 3,889,973$ 411.4 130,912$
10
11 Other (List separately
12 and show 3%, 4%, 7%,
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
Allocations to
Current Year's Income
Deferred for Year
OREGON SUPPLEMENT Page 24
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
Line Item Total Electric Gas Other (Specify) Other (Specify) Common
No.(a)(b)(c)(d)(e)(f)(g)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified)............................................616,559,344$ 616,559,344$
4 Property Under Capital Leases......................................
5 Plant Purchased or Sold.................................................
6 Completed Construction not Classified..........................
7 Experimental Plant Unclassified.....................................
8 TOTAL (Enter Total of lines 3 thru 7)............................616,559,344$ 616,559,344$
9 Leased to Others............................................................
10 Held for Future Use........................................................868,573$ 868,573$
11 Construction Work in Progress.......................................262,639,595$ 262,639,595$
12 Acquisition Adjustments..................................................100,845$ 100,845$
13 TOTAL Utility Plant (Enter Total of lines 8 thru 12).......880,168,356$ 880,168,356$
14 Accum. Prov. for Depr., Amort., & Depl.........................NOT AVAILABLE
15 Net Utility Plant (Enter Total of line 13 less 14)……………880,168,356$ 880,168,356$
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service
18 Depreciation....................................................................
19 Amort. and Depl. of Producing Natural Gas Land
and Land Rights..............................................................
20 Amort. of Underground Storage Land and Land Rights
21 Amort. of Other Utility Plant............................................
22 TOTAL In Service (Enter total of lines 18 thru 21)........
23 Leased to Others
24 Depreciation....................................................................
25 Amortization and Depletion............................................
26 TOTAL Leased to Others (Enter Total of lines 24 and
27 Held for Future Use
28 Depreciation....................................................................
29 Amortization....................................................................
30 TOTAL Held for Future Use (Enter Total of lines 28
and 29).........................................................................
31 Abandonment of Leases (Natural Gas)...........................
32 Amort. of Plant Acquisition Adj.........................................
33 TOTAL Accumulated Provisions (Should agree with li
14 above) (Enter Total of lines 22,26,30,31,and 32)...
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION
OREGON SUPPLEMENT Page 25
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant
2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with
or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column
(f) only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
1 1. INTANGIBLE PLANT 1
2 (301) Organization....................................................................................1,230$ $ $ $ $ 1,230$ (301) 2
3 (302) Franchises and Consents...............................................................1,014,294 308,836 1,323,130 (302) 3
4 (303) Miscellaneous Intangible Plant........................................................222,200 222,200 (303) 4
5 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4).........................1,237,724 308,836 0 0 0 1,546,560 5
6 2. PRODUCTION PLANT 6
7 A. Steam Production Plant 7
8 (310) Land and Land Rights.....................................................................106,610 (106,610)0 (310) 8
9 (311) Structures and Improvements.........................................................0 0 (311) 9
10 (312) Boiler Plant Equipment...................................................................0 0 (312) 10
11 (313) Engines and Engine Driven Generators.........................................0 0 (313) 11
12 (314) Turbogenerator Units......................................................................0 0 (314) 12
13 (315) Accessory Electric Equipment.........................................................0 0 (315) 13
14 (316) Misc. Power Plant Equipment.........................................................0 0 (316) 14
15 (317) Asset Retirement Costs for Steam Production 3,767,793 3,767,793 (317) 15
16 TOTAL Steam Production Plant (Enter Total of lines 8 thru 15)...............3,874,403 0 (106,610)0 0 3,767,793 16
17 B. Nuclear Production Plant 0 0 17
18 (320) Land and Land Rights……………………………….........................0 0 (320) 18
19 (321) Structures and Improvements.........................................................0 0 (321) 19
20 (322) Reactor Plant Equipment................................................................0 0 (322) 20
21 (323) Turbogenerator Units......................................................................0 0 (323) 21
22 (324) Accessory Electric Equipment.........................................................0 0 (324) 22
23 (325) Misc. Power Plant Equipment.........................................................0 0 (325) 23
24 (326) Asset Retirement Csts for Nuclear Productions………………………0 0 (326)
25 TOTAL Nuclear Production Plant (Enter Total of lines 18 thru 24)...........0 0 0 0 0 0 25
26 C. Hydraulic Production Plant 0 0 26
27 (330) Land and Land Rights.....................................................................11,480,119 5,872 11,485,991 (330) 27
28 (331) Structures and Improvements.........................................................42,889,726 32,281,518 (184,618)74,986,626 (331) 28
29 (332) Reservoirs, Dams, and Waterways..................................................96,849,007 151,434 97,000,441 (332) 29
30 (333) Water Wheels, Turbines, and Generators.......................................58,990,407 (20,425)58,969,982 (333) 30
31 (334) Accessory Electric Equipment.........................................................16,933,506 867,365 17,800,871 (334) 31
32 (335) Misc. Power Plant Equipment............................................................7,650,071 171,328 (17,806)7,803,594 (335) 32
33 (336) Roads, Railroads, and Bridges.......................................................6,778,651 6,778,651 (336) 33
34 (337) Asset Retirement Costs for Hydraulic Production………………………0 -0 (337) 34
35 TOTAL Hydraulic Production Plant (Enter Total of lines 27 thru 34).........241,571,487 33,457,094 (202,424)0 0 274,826,157 35
PAGE 26
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant
2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with
or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column
(f) only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
36 D. Other Production Plant 36
37 (340) Land and Land Rights.....................................................................$ $ $ $ $ $ (340) 37
38 (341) Structures and Improvements.........................................................0 0 (341) 38
39 (342) Fuel Holders, Products and Accessories........................................0 0 (342) 39
40 (343) Prime Movers.................................................................................0 0 (343) 40
41 (344) Generators.....................................................................................0 0 (344) 41
42 (345) Accessory Electric Equipment.........................................................0 0 (345) 42
43 (346) Misc. Power Plant Equipment.........................................................0 0 (346) 43
44 (347) Asset Retirement Costs for Hydraulic Production………………………0 0 (347) 44
45 TOTAL Other Production Plant (Enter Total of lines 36 thru 44)..............0 0 0 0 0 0 45
46 TOTAL Production Plant (Enter Total of lines 16, 25, 35, and 45).........195,295,294 33,457,094 (309,034)0 0 195,295,294 46
47 3. TRANSMISSION PLANT 47
48 (350) Land and Land Rights......................................................................5,405,171 (112,958)$ 5,292,213 (350) 48
49 (352) Structures and Improvements..........................................................8,071,443 84,009 (10,761)8,144,691 (352) 49
50 (353) Station Equipment...........................................................................50,939,104 1,737,689 (54,225)52,622,568 (353) 50
51 (354) Towers and Fixtures..........................................................................29,606,565 8,081,403 (108,812)37,579,156 (354) 51
52 (355) Poles and Fixtures...........................................................................44,683,936 6,297,555 (170,924)50,810,567 (355) 52
53 (356) Overhead Conductors and Devices.................................................33,537,155 10,658,852 (217,684)43,978,323 (356) 53
54 (357) Underground Conduit.......................................................................0 0 (357) 54
55 (358) Underground Conductors and Devices............................................0 0 (358) 55
56 (359) Roads and Trails.............................................................................50,142 50,142 (359) 56
57 (359.1) Asset Retirement Costs for Transmission Plant……………………0 -0 (359.1) 57
58 TOTAL Transmission Plant (Enter Total of lines 48 thru 57)..................172,293,516 26,746,550 (562,407)0 0 198,477,660 58
59 4. DISTRIBUTION PLANT 0 0 59
60 (360) Land and Land Rights......................................................................403,992 32,173$ 436,165 (360) 60
61 (361) Structures and Improvements..........................................................2,774,232 45,024 (7,708)2,811,548 (361) 61
62 (362) Station Equipment...........................................................................14,574,736 2,417,185 (122,369)16,869,553 (362) 62
63 (363) Storage Battery Equipment..............................................................0 0 (363) 63
64 (364) Poles, Towers, and Fixtures............................................................26,998,734 4,845,156 (563,733)31,280,157 (364) 64
65 (365) Overhead Conductors and Devices.................................................9,097,646 2,309,484 (322,360)11,084,770 (365) 65
66 (366) Underground Conduit.......................................................................964,703 403,703 (2,112)1,366,294 (366) 66
67 (367) Underground Conductors and Devices............................................5,368,279 1,041,616 (31,760)6,378,135 (367) 67
68 (368) Line Transformers...........................................................................42,625,881 2,766,690 (207,095)45,185,476 (368) 68
69 (369) Services..........................................................................................2,963,721 69,828 (12,806)3,020,742 (369) 69
70 (370) Meters.............................................................................................3,651,262 287,889 (104,835)3,834,316 (370) 70
71 (371) Installations on Customer Premises.................................................379,299 23,122 (5,983)396,438 (371) 71
72 (372) Leased Property on Customer Premises..........................................0 (372) 72
73 (373) Street Lighting and Signal Systems..................................................394,803 5,836 (15,762)384,877 (373) 73
74 (374) Asset Retirement Cost for Distribution Plant 0 0 (374) 74
75 TOTAL Distribution Plant (Enter Total of lines 60 thru 74 )....................110,197,288 14,247,707 (1,396,522)0 0 123,048,473 75
PAGE 27
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102,3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant
2. Do not include as adjustments, corrections of additions and retirements for the current Purchased or Sold. In showing the clearance of Account 102, include in column (c) the amounts with
or the preceding year. Such items should be included in column (c) or (d) as appropriate. respect to accumulated provision for depreciation, acquisition adjustments, etc., and show in column
(f) only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
76 5. GENERAL PLANT 0 76
77 (389) Land and Land Rights......................................................................8,243 8,243 (389) 77
78 (390) Structures and Improvements..........................................................627,617 141,509 769,126 (390) 78
79 (391) Office Furniture and Equipment.......................................................5,160 5,160 (391) 79
80 (392) Transportation Equipment................................................................5,414,956 536,086 (218,019)5,733,022 (392) 80
81 (393) Stores Equipment............................................................................0 $ (393) 81
82 (394) Tools, Shop and Garage Equipment................................................0 0 (394) 82
83 (395) Laboratory Equipment......................................................................23,962 23,962 (395) 83
84 (396) Power Operated Equipment.............................................................2,639,966 (13,922)2,626,045 (396) 84
85 (397) Communication Equipment.................................................................5,784,468 171,645 (287,164)5,668,949 (397) 85
86 (398) Miscellaneous Equipment.................................................................58,194 58,194 (398) 86
87 SUBTOTAL (Enter Total of lines 77 thru 86).........................................14,562,566 849,240 (519,105)0 0 14,892,701 87
88 (399) Other Tangible Property *................................................................0 0 (399) 88
90 (399.1) Asset Retirement Costs for General Plant 0 0 (399.1) 90
91 TOTAL General Plant (Enter Total of lines 87 thru 90).........................14,562,566 849,240 (519,105)0 0 14,892,701 91
92 TOTAL (Accounts 101 and 106).....................................................543,736,984 75,609,428 (2,787,068)0 0 616,559,344 92
93 (102) Electric Plant Purchased **.............................................................0 0 93
94 (Less) (102) Electric Plant Sold **.............................................................0 0 94
95 (103) Experimental Electric Plant Unclassified..........................................0 0 95
96 TOTAL Electric Plant in Service............................................................543,736,984 75,609,428 (2,787,068)--616,559,344 96
* State the nature and use of plant included in this account and if substantial in amount submit a supplementary NOTE
schedule showing subaccount classification of such plant conforming to the requirements of this schedule. Completed Construction Not Classified, Account 106, shall be classified in this schedule according to prescribed
accounts, on an estimated basis if necessary, and the entries included in column (c). Also to be included in column
** For each amount comprising the reported balance and charges in Account 102, state the property purchased or (c) are entries for reversals of tentative distributions of prior year reported in column (c). Likewise, if respondent
sold, name of vendor or purchaser, and date of transaction. If proposed journal entries have been filed with the has a significant amount of plant retirements which have not been classified to primary accounts at the end of
Commission as required by the Uniform System of Accounts, give also date of such filing. the year, a tentative distribution of such retirements, on an estimated basis with appropriate
contra entry to the account for accumulated depreciation provision, shall be included in
column (d). Include also in column (d) reversals of tentative distributions of prior
year of unclassified retirements. Attach an insert page showing the account distributions
of these tentative classifications in columns (c) and (d) including the reversals of the
prior years tentative account distributions of these amounts. Careful observance of the above
instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported
amount of respondent's plant actually in service at end of year.
PAGE 28
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Report below the information called for concerning accumulated provision for depreciation of electric utility plant.
2. Explain any important adjustments during year.
3. Explain any difference between the amount for book cost of plant retired, line.., column (c), and that reported
in the schedule for electric plant in service, pages 401-403, column (d) exclusive of retirements of nondepreciable property.
4. The provisions of account 108 in the Uniform System of Accounts contemplate that retirements of depreciable plant
be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired
at year end which has not been recorded and/or classified to the various reserve functional classifications, preliminary
closing entries should be made to tentatively functionalize the book cost of the plant retired. In addition, all cost
included in retirement work in progress at year end should be included in the appropriate functional classifications.
5. Show separately interest credits under a sinking fund or similar method of depreciation accounting.
6. In section B show the amounts applicable to prescribed functional classifications.
Section A. Balances and Changes During Year
Item Total Electric Plant in Electric Plant Held Electric Plant Leased
Line (c+d+e)Service for Future Use to Others
No.(a)(b)(c)(d)(e)
1 Balance Beginning of Year......................................................
2 Depreciation Provisions for Year, Charged to
3 (403) Depreciation Expense..................................................
4 (413) Exp. of Elec. Plt. Leas. to Others.................................
5 Transportation Expenses-Clearing........................................INFORMATION NOT AVAILABLE BY STATE ON A SITUS BASIS.
6 Other Clearing Accounts…………………………………………
7 Other Accounts (Specify):
8
9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8)
10 Net Charges for Plant Retired:
11 Book Cost of Plant Retired....................................................
12 Cost of Removal...................................................................
13 Salvage (Credit)....................................................................
14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru
15 Other Debit or Credit Items (Describe)
16 Balance End of Year (Enter Total of
17 lines 1, 9, 14, 15, and 16).................................................
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production……………………………………………………
19 Nuclear Production..................................................................
20 Hydraulic Production - Conventional.......................................
21 Hydraulic Production - Pumped Storage..................................
22 Other Production.....................................................................
23 Transmission..........................................................................
24 Distribution..............................................................................
25 General...................................................................................
26 TOTAL (Enter Total of lines 18 thru 25)
OREGON SUPPLEMENT Page 29
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
MATERIALS AND SUPPLIES
1. For Account 154, report the amount of plant materials and operating supplies under the primary functional
classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d),
designate the department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during year (on a supplemental page) showing
general classes of material and supplies and the various accounts (operating expense, clearing accounts,
plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing,
if applicable.
Balance at Balance at Department or
Line Account Beginning of End of Departments
No.Year Year Which Use Material
(a)(b)(c)(d)
1 Fuel Stock (Account 151)....................................................
2 Fuel Stock Expenses Undistributed (Account 152)..............
3 Residuals and Extracted Products (Account 153)...............
4 Plant Materials and Operating Supplies (Account 154)
5 Assigned to - Construction (Estimated)............................
6 Assigned to - Operations and Maintenance...................... INFORMATION NOT AVAILABLE BY STATE ON A SITUS BASIS
7 Production Plant (Estimated)..........................................
8 Transmission Plant (Estimated) ....................................
9 Distribution Plant (Estimated).........................................
10 Assigned to - Other..........................................................
11 TOTAL Account 154 (Enter Total of lines 5 thru 10)....
12 Merchandise (Account 155)................................................
13 Other Materials and Supplies (Account 156).......................
14 Nuclear Materials Held for Sale (Account 157) (Not
applicable to Gas Utilities).................................................
15 Stores Expense Undistributed (Account 163)......................
16
17
18
19
20 TOTAL Materials and Supplies (Per Balance Sheet)
OREGON SUPPLEMENT Page 30
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
SUMMARY OF UTILITY PLANT AND ACCUMULATED PROVISIONS FOR DEPRECIATION, AMORTIZATION AND DEPLETION
Other Other
Line Item Total Electric Gas (Specify)(Specify)Common
No.(a)(b)(c)(d)(e)(f)(g)
1 UTILITY PLANT
2 In Service
3 Plant in Service (Classified)............................................................................337,768,386$ 337,768,386$
4 Property Under Capital Leases.......................................................................
5 Plant Purchased or Sold.................................................................................
6 Completed Construction not Classified...........................................................
7 Experimental Plant Unclassified......................................................................
8 TOTAL (Enter Total of lines 3 thru 7)..............................................................337,768,386 337,768,386
9 Leased to Others............................................................................................
10 Held for Future Use.........................................................................................517,772$ 517,772
11 Construction Work in Progress.......................................................................
12 Acquisition Adjustments..................................................................................
13 TOTAL Utility Plant (Enter Total of lines 8 thru 12).........................................338,286,158 338,286,158
14 Accum. Prov. for Depr., Amort., & Depl............................................................#REF!#REF!
15 Net Utility Plant (Enter Total of line 13 less 14)..............................................#REF!#REF!
16 DETAIL OF ACCUMULATED PROVISIONS FOR
DEPRECIATION, AMORTIZATION AND DEPLETION
17 In Service
18 Depreciation....................................................................................................119,505,245$ 119,505,245$
19 Rights……………………..0
20 Amort. of Underground Storage Land and Land Rights...................................
21 Amort. of Other Utility Plant..............................................................................2,078,390$ 2,078,390
22 TOTAL In Service (Enter total of lines 18 thru 21)..........................................121,583,635 121,583,635
23 Leased to Others
24 Depreciation....................................................................................................
25 Amortization and Depletion.............................................................................
26 TOTAL Leased to Others (Enter Total of lines 24 and 25)
27 Held for Future Use
28 Depreciation....................................................................................................
29 Amortization....................................................................................................
30 TOTAL Held for Future Use (Enter Total of lines 28 and 29)
31 Abandonment of Leases (Natural Gas).............................................................
32 Amort. of Plant Acquisition Adj..........................................................................
33 TOTAL Accumulated Provisions (Should agree with line
14 above) (Enter Total of lines 22,26,30,31,and 32).....121,583,635$ 121,583,635$
OREGON SUPPLEMENT Page 31
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased
2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect
or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f)
only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of Year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
1 1. INTANGIBLE PLANT 1
2 (301) Organization..........................................................................239$ 242$ (301) 2
3 (302) Franchises and Consents.......................................................2,110,201 2,417,370$ (302) 3
4 (303) Miscellaneous Intangible Plant...............................................2,578,072 3,688,198$ (303) 4
5 TOTAL Intangible Plant (Enter Total of lines 2, 3, and 4)...............4,688,512$ 6,105,809$ 5
6 2. PRODUCTION PLANT 6
7 A. Steam Production Plant 7
8 (310) Land and Land Rights...........................................................(310) 8
9 (311) Structures and Improvements................................................(311) 9
10 (312) Boiler Plant Equipment……………………………………………(312) 10
11 (313) Engines and Engine Driven Generators.................................(313) 11
12 (314) Turbogenerator Units.............................................................(314) 12
13 (315) Accessory Electric Equipment...............................................(315) 13
14 (316) Misc. Power Plant Equipment................................................(316) 14
15 (317) Asset Retirement Costs for Steam Production Equipment.....(317) 15
16 TOTAL Steam Production Plant (Enter Total of lines 8 thru 15)......38,153,282$ 39,116,190$ 16
17 B. Nuclear Production Plant 17
18 (320) Land and Land Rights...........................................................(320) 18
19 (321) Structures and Improvements................................................(321) 19
20 (322) Reactor Plant Equipment.......................................................(322) 20
21 (323) Turbogenerator Units.............................................................(323) 21
22 (324) Accessory Electric Equipment...............................................(324) 22
23 (325) Misc. Power Plant Equipment……………………………………(325) 23
24 (326) Asset Retirement Costs for Nuclear Production.....................(326)
25 TOTAL Nuclear Production Plant (Enter Total of lines 17 thru 24)..25
26 C. Hydraulic Production Plant 26
27 (330) Land and Land Rights...........................................................(330) 27
28 (331) Structures and Improvements................................................(331) 28
29 (332) Reservoirs, Dams, and Waterways........................................(332) 29
30 (333) Water Wheels, Turbines, and Generators..............................(333) 30
31 (334) Accessory Electric Equipment...............................................(334) 31
32 (335) Misc. Power Plant Equipment................................................(335) 32
33 (336) Roads, Railroads, and Bridges..............................................(336) 33
34 (337) Asset Retirement Costs for Hydraulic Production...................(326) 34
35 TOTAL Hydraulic Production Plant (Enter Total of lines 26 thru 34)43,068,371$ 46,135,977$ 35
PAGE 32
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased
2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect
or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f)
only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of Year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
36 D. Other Production Plant 36
37 (340) Land and Land Rights...........................................................(340) 37
38 (341) Structures and Improvements................................................(341) 38
39 (342) Fuel Holders, Products and Accessories...............................(342) 39
40 (343) Prime Movers........................................................................(343) 40
41 (344) Generators............................................................................(344) 41
42 (345) Accessory Electric Equipment...............................................(345) 42
43 (346) Misc. Power Plant Equipment................................................(346) 43
44 (347) Asset Retirement Costs for Other Production........................(347) 44
45 TOTAL Other Production Plant (Enter Total of lines 36 thru 44)...24,438,234$ 24,698,193$ 45
46 TOTAL Production Plant (Enter Total of lines 16, 25, 35, and 45)107,319,398 109,950,360 46
47 3. TRANSMISSION PLANT 47
48 (350) Land and Land Rights............................................................1,625,636 1,713,571 (350) 48
49 (352) Structures and Improvements.................................................4,052,401 5,042,011 (352) 49
50 (353) Station Equipment...................................................................19,069,929 20,536,973 (353) 50
51 (354) Towers and Fixtures...............................................................9,350,207 10,159,875 (354) 51
52 (355) Poles and Fixtures..................................................................9,274,112 10,416,228 (355) 52
53 (356) Overhead Conductors and Devices........................................10,776,153 12,131,179 (356) 53
54 (357) Underground Conduit.............................................................(357) 54
55 (358) Underground Conductors and Devices...................................(358) 55
56 (359) Roads and Trails....................................................................15,673 15,800 (359) 56
57 (359.1) Asset Retirement Costs for Transmission Plant..................(359.1) 57
58 TOTAL Transmission Plant (Enter Total of lines 48 thru 57).........54,164,112$ 60,015,638$ 58
59 4. DISTRIBUTION PLANT 59
60 (360) Land and Land Rights............................................................388,622 422,875 (360) 60
61 (361) Structures and Improvements.................................................2,644,546 2,623,316 (361) 61
62 (362) Station Equipment...................................................................13,529,014 15,018,022 (362) 62
63 (363) Storage Battery Equipment.....................................................0 15,329,139 (363) 63
64 (364) Poles, Towers, and Fixtures...................................................25,418,259 31,280,157 (364) 64
65 (365) Overhead Conductors and Devices........................................8,985,826 11,084,770 (365) 65
66 (366) Underground Conduit.............................................................844,679 1,366,294 (366) 66
67 (367) Underground Conductors and Devices...................................4,769,793 6,378,135 (367) 67
68 (368) Line Transformers..................................................................40,303,064 45,185,476 (368) 68
69 (369) Services..................................................................................2,879,056 3,020,742 (369) 69
70 (370) Meters....................................................................................3,416,402 3,834,316 (370) 70
71 (371) Installations on Customer Premises........................................379,299 396,438 (371) 71
72 (372) Leased Property on Customer Premises.................................(372) 72
73 (373) Street Lighting and Signal Systems........................................394,803 384,877 (373) 73
74 (374) Asset Retirement Costs for Distribution Plant........................(374) 74
75 TOTAL Distribution Plant (Enter Total of lines 60 thru 74)............114,758,326$ 136,324,557$ 75
PAGE 33
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC PLANT IN SERVICE ELECTRIC PLANT IN SERVICE (Continued)
(In addition to Account 101, Electric Plant in Service [Classified], this schedule includes Account 102, 3. Credit adjustments of plant accounts should be enclosed in parentheses to indicate
Electric Plant Purchased or Sold, Account 103, Experimental Electric Plant Unclassified and Account 106, the negative effect of such amounts.
Completed Construction Not Classified-Electric.)
4. Reclassifications or transfers within utility plant accounts should be shown in column (f).
1. Report below the original cost of electric plant in service according to prescribed accounts. Include also in column (f) the additions or reductions of primary account classifications
arising from distribution of amounts initially recorded in Account 102, Electric Plant Purchased
2. Do not include as adjustments, corrections of additions and retirements for the current or Sold. In showing the clearance of Account 102, include in column (c) the amounts with respect
or the preceding year. Such items should be included in column (c) or (c) as appropriate. to accumulated provision for depreciation, acquisition adjustments, etc., and show in column (f)
only the offset to the debits or credits distributed in column (f) to primary account classifications.
Line Balance at Balance at Line
Account Beginning of Year Additions Retirements Adjustments Transfers End of Year
No.(a)(b)(c)(d)(e)(f)(g)No.
76 5. GENERAL PLANT 76
77 (389) Land and Land Rights............................................................883,482 895,158 (389) 77
78 (390) Structures and Improvements.................................................7,478,266 7,887,331 (390) 78
79 (391) Office Furniture and Equipment..............................................1,766,621 1,842,843 (391) 79
80 (392) Transportation Equipment.......................................................5,491,734 5,949,484 (392) 80
81 (393) Stores Equipment...................................................................325,000 399,521 (393) 81
82 (394) Tools, Shop, and Garage Equipment......................................660,505 700,650 (394) 82
83 (395) Laboratory Equipment............................................................689,606 703,836 (395) 83
84 (396) Power Operated Equipment....................................................1,313,346 1,389,077 (396) 84
85 (397) Communication Equipment.....................................................3,423,766 3,590,709 (397) 85
86 (398) Miscellaneous Equipment.......................................................457,516 463,265 (398) 86
87 SUBTOTAL (Enter Total of lines 77 thru 86)................................22,489,843 23,821,873 87
88 (399) Other Tangible Property *.......................................................(399) 88
89 (399.1) Asset Retirement Costs for General Plant...........................(399.1) 89
90 TOTAL General Plant (Enter Total of lines 87, 88 and 89)..........22,489,843 23,821,873 90
91 TOTAL (Accounts 101 and 106)............................................303,886,512 336,218,237 91
92 (102) Electric Plant Purchased **....................................................92
93 (Less) (102) Electric Plant Sold **....................................................93
94 Asset Retirement Obligations (ARO)................................................1,558,113 1,550,149 94
95 TOTAL Electric Plant in Service...................................................305,444,624$ 337,768,386$ 95
* State the nature and use of plant included in this account and if substantial in NOTE
amount submit a supplementary schedule showing subaccount classification of such plant Completed Construction Not Classified, Account 106, shall be classified in this schedule
conforming to the requirements of this schedule. according to prescribed accounts, on an estimated basis if necessary, and the entries included
in column (c). Also to be included in column (c) are entries for reversals of tentative
** For each amount comprising the reported balance and charges in Account 102, state the distributions of prior year reported in column (c). Likewise, if the respondent has a significant
property purchased or sold, name of vendor or purchaser, and date of transaction. amount of plant retirements which have not been classified to primary accounts at the end of
If proposed journal entries have been filed with the Commission as required by the the year, a tentative distribution of such retirements, on an estimated basis with appropriate
Uniform System of Accounts, give also date of such filing. contra entry to the account for accumulated depreciation provision, shall be included in
column (d). Include also in column (d) reversals of tentative distributions of prior
year of unclassified retirements. Attach an insert page showing the account distributions
of these tentative classifications in columns (c) and (d) including the reversals of the
prior years tentative account distributions of these amounts. Careful observance of the above
instructions and the texts of Accounts 101 and 106 will avoid serious omissions of the reported
amount of respondent's plant actually in service at end of year.
PAGE 34
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ACCUMULATED PROVISION FOR DEPRECIATION OF ELECTRIC UTILITY PLANT (Account 108)
1. Report below the information called for concerning accumulated provision for depreciation of electric utility plant.
2. Explain any important adjustments during year.
3. Explain any difference between the amount for book cost of plant retired, line.., column (c), and that reported
in the schedule for electric plant in service, pages 401-403, column (d) exclusive of retirements of nondepreciable property.
4. The provisions of account 108 in the Uniform System of Accounts contemplate that retirements of depreciable plant
be recorded when such plant is removed from service. If the respondent has a significant amount of plant retired
at year end which has not been recorded and/or classified to the various reserve functional classifications, preliminary
closing entries should be made to tentatively functionalize the book cost of the plant retired. In addition, all cost
included in retirement work in progress at year end should be included in the appropriate functional classifications.
5. Show separately interest credits under a sinking fund or similar method of depreciation accounting.
6. In section B show the amounts applicable to prescribed functional classifications.
Section A. Balances and Changes During Year
Item Total Electric Plant Held Electric Plant Leased
Line (c+d+e) Service for Future Use to Others
No.(a)(b)(c)(d)(e)
1 Balance Beginning of Year........................................................... $ $
2 Depreciation Provisions for Year, Charged to
3 (403) Depreciation Expense........................................................8,863,663 8,863,663
4 (413) Exp. of Elec. Plt. Leas. to Others.......................................
5 Transportation Expenses-Clearing..............................................
6 Other Clearing Accounts………………………………………………
7 Other Accounts (Specify)
8
9 TOTAL Deprec. Prov. for Year (Enter Total of lines 3 thru 8).....8,863,663 8,863,663
10 Net Charges for Plant Retired
11 Book Cost of Plant Retired.........................................................
12 Cost of Removal.........................................................................
13 Salvage (Credit)..........................................................................
14 TOTAL Net Chrgs. for Plant Ret. (Enter Total of lines 11 thru 13
15 Other Debit or Credit Items (Describe)
16 Balance End of Year (Enter Total of
17 lines 1, 9, 14, 15, and 16).......................................................8,863,663$ 8,863,663$
Section B. Balances at End of Year According to Functional Classifications
18 Steam Production.........................................................................29,623,374$ 29,623,374$
19 Nuclear Production.......................................................................
20 Hydraulic Production - Conventional.............................................21,215,102 21,215,102
21 Hydraulic Production - Pumped Storage.......................................
22 Other Production..........................................................................5,691,134 5,691,134
23 Transmission.................................................................................17,667,846 17,667,846
24 Distribution...................................................................................37,695,657 37,695,657
25 General.........................................................................................6,341,261 6,341,261
26 FAS 143 Adj &/or Disallowed Cost……………………………………x 1,270,870 1,270,870
27 TOTAL (Enter Total of lines 18 thru 26).....................................119,505,245$ 119,505,245$
OREGON SUPPLEMENT PAGE 35
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
MATERIALS AND SUPPLIES
1. For Account 154, report the amount of plant materials and operating supplies under the primary functional
classifications as indicated in column (a); estimates of amounts by function are acceptable. In column (d),
designate the department or departments which use the class of material.
2. Give an explanation of important inventory adjustments during year (on a supplemental page) showing
general classes of material and supplies and the various accounts (operating expense, clearing accounts,
plant, etc.) affected - debited or credited. Show separately debits or credits to stores expense-clearing,
if applicable.
Balance at Balance at Department or
Line Account Beginning of End of Departments
No.Year Year Which Use Material
(a)(b)(c)(d)
1 Fuel Stock (Account 151)......................................................832,660$ 1,820,178$
2 Fuel Stock Expenses Undistributed (Account 152)................
3 Residuals and Extracted Products (Account 153)..................
4 Plant Materials and Operating Supplies (Account 154)
5 Assigned to - Construction (Estimated)..............................
6 Assigned to - Operations and Maintenance........................
7 Production Plant (Estimated)............................................550,403 590,539
8 Transmission Plant (Estimated)........................................1,892,237 2,861,173
9 Distribution Plant (Estimated)............................................3,353,186 4,311,255
10 Assigned to - Other.............................................................74,082 82,783
11 TOTAL Account 154 (Enter Total of lines 5 thru 10)......5,869,908 7,845,751
12 Merchandise (Account 155)...................................................
13 Other Materials and Supplies (Account 156)..........................
14 Nuclear Materials Held for Sale (Account 157) (Not
applicable to Gas Utilities)...................................................
15 Stores Expense Undistributed (Account 163)........................189,621 866,760
16
17
18
19
20 TOTAL Materials and Supplies (Per Balance Sheet)…………6,892,189$ 10,532,689$
OREGON SUPPLEMENT PAGE 36
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
ELECTRIC ENERGY ACCOUNT
Report below the information called for concerning the disposition of electric energy generated,
purchased, and interchanged during the year.
Line Item Megawatt Hours Line Item Megawatt Hours
No.(a)(b) No.(a)(b)
1 SOURCES OF ENERGY 20 DISPOSITION OF ENERGY
2 Generation (Excluding Station Use):21 Sales to Ultimate Consumers (Includ-
3 Steam.......... Steam................................. ing Interdepartmental Sales)
4 Nuclear.....................................................22 Sales for Resale
5 Hydro-Conventional...................................23 Energy Furnished Without Charge
6 Hydro-Pumped Storage.............................INFORMATION 24 Energy Used by the Company INFORMATION
7 Other......................................................... (Excluding Station Use):
8 Less Energy for Pumping.........................NOT 25 Electric Department Only NOT
9 Net Generation (Enter Total
of lines 3 thru 8)...................................AVAILABLE 26 Energy Losses:AVAILABLE
10 Purchases...................................................27 Transmission and Conversion Losses
11 Interchanges:28 Distribution Losses
12 In (gross)...................................................29 Unaccounted for Losses
13 Out (gross)................................................30 TOTAL Energy Losses
14 Net Interchanges (Lines 12 & 13).............31 Energy Losses as Percent of Total
15 Transmission for/by Others (Wheeling) on Line 19
16 Received (MWH)32 TOTAL (Enter Total of lines 21,
17 Delivered (MWh) 22, 23, 25, and 30)
18 Net Transmission (lines 16 & 17).............
19 TOTAL (Enter Total of
lines 9, 10, 14, and 18).........................
MONTHLY PEAKS AND OUTPUT
1. Report below the information called for pertaining to simultaneous peaks established monthly (in
megawatts) and monthly output (in megawatt-hours) for the combined sources of electric energy of respondent.
2. Report in column (b) the respondent's maximum MW load as measured by the sum of its coincidental net generation and purchases
plus or minus net interchange, minus temporary deliveries (not interchange) Show monthly peak including such emergency deliveries
of emergency power to another system. in a footnote and briefly explain the nature of the emergency. There may be cases
of commingling of purchases and exchanges and "wheeling," also of direct deliveries by the supplier to customers of the
reporting utility wherein segregation of MW demand for determination of peaks as specified by this report may be unavailable.
In these cases, report peaks which include these intermingled transactions. Furnish an explanatory note which indicates,
among other things, the relative significance of the deviation from basis otherwise applicable. If the individual MW amounts
of such totals are needed for billing under separate rate schedules and are estimated, give the amount and basis of estimate.
3. State type of monthly peak reading (instantaneous 15, 30, or 60 minutes integrated).
4. Monthly output is the sum of respondent's net generation for load and purchases plus or minus net
interchange and plus or minus net transmission or wheeling. Total for the year must agree with line 19 above.
5. If the respondent has two or more power systems not physically connected, furnish the information
called for below for each system.
NAME OF SYSTEM: OREGON RETAIL ONLY
MONTHLY PEAK Monthly Output
Line (MWh)
Month Megawatts Day of Day of Hour Type of Reading (See Instr. 4)
No.Week Month
(a)(b)(c)(d)(e)(f)(g)
33 January 114.34 Tuesday 16 9 A.M 60 Min. Int 60,574
34 February 86.66 Tuesday 27 8 A.M. " " "48,433
35 March 93.12 Thursday 7 8 A.M. " " "53,136
36 April 89.55 Tuesday 30 9 A.M " " "49,627
37 May 97.25 Tuesday 28 6 P.M. " " "55,945
38 June 123.41 Tuesday 25 7 P.M. " " "65,476
39 July 134.14 Monday 22 7 P.M. " " "78,374
40 August 127.91 Friday 2 5 P.M. " " "69,368
41 September 99.95 Friday 6 6 P.M. " " "54,077
42 October 72.43 Tuesday 8 6 P.M. " " "54,509
43 November 98.56 Tuesday 19 8 A.M. " " "55,689
44 December 107.58 Tuesday 10 10 A.M. " " "62,634
45 TOTAL 1,244.90 707,839OREGON SUPPLEMENT PAGE 37
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
MISCELLANEOUS GENERAL EXPENSES (Account 930.2)
Report below the information called for concerning items included in miscellaneous general expenses.
Amount Amount
Applicable to Applicable to
Line Items Total Oregon Other States
No.(a)(b)(c)(d)
1 Industry association dues............................................................................635,563$ 28,134$ 607,429$
2 Nuclear power research expenses (elec.)....................................................
3 Other experimental and general research expenses....................................
4 Publishing and distributing information and reports to stockholders;
5 trustee, registrar, and transfer agent fees and expenses, and other
6 expenses of servicing outstanding securities of the respondent.................. 2,074,275 91,820 1,982,455$
7 Other expenses (items of $100 or more must be listed separately show-
8 ing the (1) purpose, (2) recipient, and (3) amount of such items.
9 Amounts of less than $100 may be grouped by classes if the number 0 0
10 of items so grouped is shown)
11
12
13 Directors' fees and expenses (see detail on page 39).................................. 1,501,115 66,449 1,434,666$
14
15 Memberships and contributions (see detail on page 39)..............................470,673 20,835 400,572
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39 TOTAL 4,681,625$ 207,238$ 4,425,122$
OREGON SUPPLEMENT PAGE 38
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
MISCELLANEOUS GENERAL EXPENSES (Account 930.2) (Continued)
Report below the information called for concerning items included in miscellaneous general expenses.
Amount Amount
Applicable to Applicable to
Line Items Total Oregon Other States
No.(a) (b) (c) (d)
1
2 Directors' Fees and Expenses:
3 Odette Bolano-Fees and expenses..................................................119,434$ 5,287 114,147
4 Richard Dahl - Fees and expenses...................................................86,831 3,844 82,987
5 Annette Elg - Fees and expenses.....................................................130,805 5,790 125,015
6 Ronald Jibson - Fees and expenses………………………….............116,638 5,163 111,475
7 Judith Johansen - Fees and expenses............................................. 144,776 6,409 138,367
8 Dennis Johnson - Fees and expenses………………………….......... 207,612 9,190 198,422
9 Nate Jorgensen - Fees and expenses.............................................. 120,305 5,325 114,980
10 Jeff Kinneeveauk - Fees and expenses............................................ 46,200 2,045 44,155
11 Susan Morris Fees and expenses.................................................... 120,741 5,345 115,396
12 Richard Navarro - Fees and expenses.............................................128,700 5,697 123,003
13 Mark Peters - Fees and expenses....................................................117,079 5,183 111,896
14 NASDAQ CORPORATE SOLUTIONS LLC......................................37,440 1,657 35,783
15 Director Travel and Lodging..............................................................124,554 5,514 119,040
16 SUBTOTAL.................................... 1,501,115 66,449 1,434,666
17
18 Miscellaneous General Management Expenses:
19 STOCK BASED COMPENSTATION................................................ 1,362,167 60,298 1,301,869
20 Fees & Training Related to Stockholder Services............................12,941 573 12,369
21 Travel Expense - Stock Related....................................................... 14,112 625 13,487
22 MISC OTHER EXPENSE..................................................................39,633 1,754 37,879
23 Payroll Related..................................................................................160,829 7,119 153,710
24 BROADRIDGE FINANCIAL SOLUTIONS.........................................113,203 5,011 108,192
25 BUSINESS WIRE INC......................................................................10,890 482 10,408
26 D F KING & COMPANY INC.............................................................24,238 1,073 23,165
27 DEUTSCHE BANK TRUST CO........................................................60,000
28 MARKIT NORTH AMERICA INC......................................................43,847 1,941 41,906
29 MOODY'S ANALYTICS INC.............................................................44,994 1,992 43,002
30 NEW YORK STOCK EXCHANGE....................................................108,602 4,807 103,795
31 Q4 INC..............................................................................................60,999 2,700 58,299
32 RIVEL RESEARCH GROUP INC.....................................................17,820 789 17,031
33
34
35 SUBTOTAL.................................... 2,074,275 89,164 1,925,111
36 Memberships and Contributions:
37 ASSOCIATED TAXPAYERS OF IDAHO..........................................22,000 974 21,026
38 BANNOCK DEVELOPMENT CORP................................................. 5,000 221 4,779
39 BOISE VALLEY ECONOMIC PARTNERS.......................................17,500 775 16,725
40 BUSINESS PLUS INC......................................................................5,000 221 4,779
41 CEATI INTERNATIONAL INC...........................................................58,212 2,577 55,635
42 CHAMBER OF COMMERCE............................................................17,645 781 16,864
43 CHARTWELL....................................................................................123,682 5,475 118,207
44 E SOURCE.......................................................................................22,501 996 21,505
45 IDAHO BUSINESS FOR EDUCATION.............................................5,000 221 4,779
46 NORTH AMERICAN ENERGY STANDARD BOARD.......................8,000 354 7,646
47 NORTHWEST GAS ASSOCIATION.................................................10,000 443 9,557
48 OREGON STATE UNIVERSITY.......................................................15,000 664 14,336
49 PACIFIC NW UTILITIES...................................................................100,928 4,468 96,460
50 PROCUREMENT IQ.........................................................................9,885 438 9,448
51 MISC MEMBERSHIPS OR SUBSCRIPTIONS UNDER 5000..........50,320 2,227 48,092
52
53
54 SUBTOTAL.................................... 470,673 20,835 449,838
55
56 TOTAL 4,046,063$ 176,448$ 3,809,615$
OREGON SUPPLEMENT PAGE 39
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
OFFICERS
1. Report below the name, title and salary for the year for each executive officer whose salary
is $50,000 or more. An "executive officer" of a respondent includes its president, secretary,
treasurer, and vice president in charge of a principal business unit, division or function
(such as sales, administration or finance) and any other person who performs similar
policy making functions.
2. If a change was made during the year in the incumbent of any position, show name and
total remuneration of the previous incumbent, and date change in incumbency was made.
3. Utilities which are required to file similar data with the Securities and Exchange
Commission, may substitute a copy of item 4 of Regulation S-K identified as
Line Title Name of Officer Salary for year
No.(a)(b)Total Oregon
1
2 President & CEO, Idaho Power Company...............................Lisa Grow 1,000,000$ 44,266$
3
4 Senior Vice President, COO....................................................Adam J Richins 585,000 25,896$
5
6 Senior Vice President, CFO....................................................Brian R Buckham 568,000 25,143$
7
8 Senior Vice President, Public Affiars.......................................Jeffrey L. Malmen 435,000 19,256$
9
10 Vice President.........................................................................Ken W. Peterson (1)359,000 15,892$
11
12 Vice President, Regulatory Affairs...........................................Tim Tatum 333,000 14,741$
13
14 Vice President, Power Supply.................................................Ryan N. Adelman 320,000 14,165$
15
16 Vice President, Human Resources .........................................Sarah E. Griffin 325,000 14,387$
17
18 Corporate Secretary................................................................Patrick Harrington (2)300,000 13,280$
19
20 Vice President, Customer Operations & CSO..........................Bo Hanchey 290,000 12,837$
21
22 Vice President, Corporate Services & Communications..........Debra H. Leithauser 281,500 12,461$
23
24 Vice President, Information Technology & CIO........................Jason C. Huszar 310,000 13,723$
25
26 Vice President, Planning, Engineering and Construction.........Mitch Colburn 310,000 13,723$
27
28 Vice President, General Counsel.............................................Julia A. Hilton 310,000 13,723$
29
30 Vice President, Finance, Compliance and Risk.......................Amy I Shaw 250,000 11,067$
31
32 Corporate Secretary................................................................Cheryl Thompson 240,000 10,624$
33
34 (1) Retired on 7/31/2024
35 (2) Retired 8/31/2024
36
37
38
39
OREGON SUPPLEMENT PAGE 40
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
POLITICAL ADVERTISING
INSTRUCTIONS: List all payments for advertising, the purpose of which is to aid or defeat any measure before the people
or to promote or prevent the enactment of any national, state, district or municipal legislation. Give the specific purpose
of such advertising, when and where placed, and the account or accounts charged. Report whole dollars only. Provide
a total for each account and a grand total.
Description Account Amount
Charged
None
OREGON SUPPLEMENT PAGE 41
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all payments or contributions to persons and organizations for the purpose of aiding or
defeating any measure before the people or to promote or prevent the enactment of any national, state, district
or municipal legislation. The purpose of all contributions or payments should be clearly explained.
Report whole dollars only. Provide a total for each account and a grand total.
Description Account Amount
Charged
ALEX CAVAL FOR IDAHO SENATE 426.400 500.00$
ALI RABE FOR STATE SENATE "500
ANDREA VALDERRAMA FOR STATE RE "500
ANNESSA HARTMAN FOR STATE REPR "500
ANNETTE TIPTON FOR STATE REPRE "1,000
BEN ADAMS FOR STATE SENATE "1,000
BEN BOWMAN FOR STATE REPRESENT "1,000
BEN FUHRIMAN FOR IDAHO HOUSE "1,500
BERKSHIRE HATHAWAY ENERGY "500
BRANDON SHIPPY FOR STATE SENAT "500
BRANDON WOOLF FOR STATE CONTRO "1,000
BRENT CRANE FOR STATE REPRESEN "500
BRITT RAYBOULD FOR IDAHO "500
BRITT RAYBOULD FOR STATE REPRE "1,000
CAMILLE BLAYLOCK FOR STATE SEN "1,750
CHAMBER OF COMMERCE, BOIS "1,000
CHENELE DIXON FOR STATE REPRES "314
CHRIS MATHIAS FOR STATE REPRES "1,000
CHUCK LOWMAN FOR STATE REPRESE "1,000
CINDY CARLSON FOR STATE SENATE "500
CLAY HANDY FOR STATE REPRESENT "1,750
CONSERVATION VOTERS FOR IDAHO "1,791
DACIA GRAYBER FOR STATE REPRES "500
DAN GARNER FOR STATE REPRESENT "1,750
DANIEL BONHAM FOR STATE SENATE "1,000
DANIEL NGUYEN FOR STATE REPRES "500
DAVE LENT FOR STATE REPRESENTA "500
DAVE RAGLIN FOR STATE REPRESEN "500
DAVID BROCK SMITH FOR OREGON S "500
DEBBIE CRITCHFIELD FOR SUPERIN "1,000
DICK ANDERSON FOR STATE SENATE "500
DORI HEALEY FOR STATE REPRESEN "500
E WERNER RESCHKE FOR STATE REP "500
EASTERN OREGON WOMEN'S COALITI "1,000
ED DIEHL FOR STATE REPRESENTAT "500
EMERSON LEVY FOR STATE REPRESE "500
GEM STATE LEGACY PAC "2,500
GEOFF SCHROEDER FOR STATE SENA "250
GREG SMITH FOR STATE REPRESENT "1,000
GREGORY LANTING FOR STATE REPR "500
GS STRATEGY GROUP "25,750
HOUSE REPUBLICAN CAUCUS "2,000
IDAHO ASSOC OF COMMERCE AND IN "46,354
IDAHO ASSOCIATION OF REALTORS "2,500
IDAHO CONSUMER OWNED UTILITIES "12,837
IDAHO DEMOCRATIC LEGISLATIVE C "3,500
IDAHO LEADERSHIP FUND "5,700
IDAHO LEGISLATIVE ADVISOR "1,400
IDAHO LIABILITY REFORM COALITI "3,000
IDAHO MINING ASSOCIATION "18,250
IDAHO RISING "500
IDAHO STATE SOCIETY "15,573
POLITICAL CONTRIBUTIONS
Page 42OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all payments or contributions to persons and organizations for the purpose of aiding or
defeating any measure before the people or to promote or prevent the enactment of any national, state, district
or municipal legislation. The purpose of all contributions or payments should be clearly explained.
Report whole dollars only. Provide a total for each account and a grand total.
Description Account Amount
Charged
IDAHO VICTORY FUND PAC 426.400 15,000.00$
IDAHO WATER USERS ASSOCIA "700
JACK NELSEN FOR IDAHO HOUSE "500
JACK NELSEN FOR STATE REPRESEN "1,000
JAIALDI "5,000
JAMES PETZKE FOR STATE REPRESE "850
JAMES RUCHTI FOR STATE SENATE "500
JANEEN SOLLMAN FOR OREGON SENA "1,000
JEFF AGENBROAD FOR IDAHO SENAT "1,000
JEFF CORNILLES FOR STATE REPRE "1,500
JEFF HELFRICH FOR STATE REPRES "1,000
JERALD RAYMOND FOR STATE REPRE "500
JIM GUTHRIE FOR STATE SENATE "750
JIM WOODWARD FOR IDAHO SENATE "2,000
JOHN LIVELY FOR STATE REPRESEN "500
JOHN SHIRTS FOR STATE REPRESEN "1,750
JOHN VANDER WOUDE FOR STATE "500
JON WEBER FOR IDAHO HOUSE "500
JORDAN REDMAN FOR STATE REPRES "500
JOSH SORENSEN FOR STATE REPRES "1,000
JOSH WHEELER FOR STATE REPRESE "1,000
JUDY BOYLE FOR STATE REPRESENT "1,750
JULIA PARKER FOR STATE SENATE "1,000
JULIE FAHEY FOR STATE REPRESEN "1,000
JULIE VANORDEN FOR STATE SENAT "1,000
JULIE YAMAMOTO FOR STATE REPRE "250
KATE LIEBER FOR STATE SENATE "500
KATHLEEN TAYLOR FOR STATE SENA "1,000
KELLY ANTHON FOR STATE SENATE "750
KEN HELM FOR STATE REPRESENTAT "500
KENNY WROTEN FOR STATE REPRESE "590
KEVIN COOK FOR IDAHO STATE SEN "750
LANCE CLOW FOR STATE REPRESENT "500
LAURIE LICKLEY FOR STATE SENAT "2,000
LINDA HARTGEN FOR IDAHO SENATE "500
LORI BISHOP FOR IDAHO HOUSE "500
LORI DEN HARTOG FOR STATE SENA "500
LORI MCCANN FOR IDAHO HOUSE "500
LUCETTA ELMER FOR STATE REPRES "500
MARISA STEVENS KEITH FOR STATE "100
MARK GAMBA FOR STATE REPRESENT "500
MARK HARRIS FOR STATE REPRESEN "500
MARK HARRIS FOR STATE SENATE "250
MARK MEEK FOR STATE SENATE "500
MARK OWENS FOR STATE REPRESENT "1,000
MARK SAUTER FOR IDAHO HOUSE "1,500
MATTHEW BUNDY FOR STATE REPRES "250
MEGAN BLANKSMA FOR IDAHO HOUSE "500
MEGAN EGBERT FOR STATE REPRESE "250
MELISSA DURRANT FOR STATE REPR "500
MIKE MCLANE FOR STATE SENATE "1,000
MIKE MOYLE FOR STATE REPRESENT "1,000
POLITICAL CONTRIBUTIONS
Page 42-AOREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all payments or contributions to persons and organizations for the purpose of aiding or
defeating any measure before the people or to promote or prevent the enactment of any national, state, district
or municipal legislation. The purpose of all contributions or payments should be clearly explained.
Report whole dollars only. Provide a total for each account and a grand total.
Description Account Amount
Charged
MIKE POHANKA FOR STATE REPRESE 426.400 750.00$
MONICA CHURCH FOR STATE REPRES "250
NATHAN SOSA FOR STATE REPRESEN "500
PAM MARSH FOR STATE REPRESENTA "500
PHIL MCGRANE FOR SECRETARY OF "1,000
RICK CHEATUM FOR STATE REPRESE "1,750
RICK JUST FOR STATE SENATE "500
ROB WAGNER FOR STATE SENATE "1,000
ROBERT BLAIR FOR IDAHO SENATE "1,000
ROD FURNISS FOR IDAHO HOUSE "1,500
SARAH CHANEY FOR IDAHO HOUSE "500
SCOTT SYME FOR IDAHO SENATE "1,000
SENATE REPUBLICAN PAC "2,000
SHAWN DYGERT FOR IDAHO HOUSE "1,000
SHAWN DYGERT FOR STATE REPRESE "750
SONIA GALAVIZ FOR STATE REPRES "1,000
TOBIAS READ FOR OREGON SECRETA "2,000
TODD ACHILLES FOR STATE REPRES "500
TODD LAKEY FOR STATE SENATE "500
TODD NASH FOR STATE SENATE "1,000
TOM ANDERSON FOR STATE REPRESE "500
TREG BERNT FOR STATE SENATE "1,000
VIKKI BREESE IVERSON FOR STATE "500
VIRGLE OSBORNE FOR STATE REPRE "500
WENDY HORMAN FOR STATE REPRESE "750
Total Political Contributions 252,208$
Page 42-B
POLITICAL CONTRIBUTIONS
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
Account Total Amount Assigned
Description Charged Amount to Oregon
Idaho Power does not have any expenditures to its affiliated companies
EXPENDITURES TO ANY PERSON OR ORGANIZATION HAVING AN AFFILIATED INTEREST FOR SERVICES, ETC.
INSTRUCTIONS: Report all expenditures to any person or organization having an affiliated interest for service, advice, auditing, associating, sponsoring,
engineering, managing, operating, financial, legal or other services. See Oregon Revised Statute 757.015 for definition of “affiliated interest.” Give reference
if such expenditures have in the past been approved by the Commission. Describe the services received and the account or accounts charged. Report
whole dollars only.
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
IDACORP EMPLOYEE COMMUNITY SERVICE FUND 426101 25,118 None
TOTAL MATCHING EMPLOYEE COMMUNITY SERVICE FUND 426101 25,118 None
4-H FFA JUNIOR LIVESTOCK SALE 426102 1,000 None
BOISE FIRE COMMUNITY ASSISTANC "1,000 "
CHILDREN HOME COUNSELING "1,000 "
CONSORTIUM FOR REFUGEES AND MI "1,000 "
COURT APPOINTED SPECIAL ADVOCA "1,000 "
CULTURE FOR CHANGE FOUNDATION "1,000 "
DISTINGUISHED YOUNG WOMEN POCA "1,000 "
ELMORE COUNTY JUNIOR RODEO "1,000 "
FRIENDS FUREVER ANIMAL RESCUE "1,000 "
GARDEN VALLEY FIRE "1,000 "
GEM STATE RODEO ASSOCIATION IN "1,000 "
HIGH DESERT JR RODEO "1,000 "
HUNTINGTON VOLUNTEER FIRE DEPA "1,000 "
IDAHO HUMANE SOCIETY "1,000 "
IDAHO PATRIOT THUNDER RIDE "1,000 "
IDAHO PEDIATRIC CANCER COALITI "1,000 "
IDAHO STATE SOCIETY DAUGHTERS "1,000 "
IDAHO WOMEN FOR EDUCATION "1,000 "
JACK PINE ROUNDUP "1,000 "
JEMFRIENDS INC "1,000 "
LAND TRUST OF THE TREASURE VAL "1,000 "
LIFELONG EDUCATION AND AGING R "1,000 "
LOWMAN VOLUNTEER FIRE DISTRICT "1,000 "
MCPAWS REGIONAL ANIMAL SHELTER "1,000 "
MELBA FIRE DEPARTMENT "1,000 "
MOUNTAIN HOME FIRE DEPARTMENT "1,000 "
MOUNTAIN HUMANE "1,000 "
NATIONAL MULTIPLE SCLEROSIS SO "1,000 "
NEPTUNE WARRIOR "1,000 "
ONE REFUGEE IDAHO ANNUAL CONFE "1,000 "
QRU NONPROFIT ORGANIZATION "1,000 "
ROTARY CLUB, BOISE-SUNRIS "1,000 "
SAVES THE DAY INC "1,000 "
SLEEP IN HEAVENLY PEACE "1,000 "
SNAKE RIVER STAMPEDE "1,000 "
SOUTH CENTRAL IDAHO HISPANIC F "1,000 "
STAY IN SCHOOL QUINCEANERA "1,000 "
TREASURE VALLEY DOWN SYNDROME "1,000 "
WESTERN IDAHO TRAINING COMPANY "1,000 "
SALVATION ARMY "1,050 "
WESTERN WHITEWATER ASSOCIATION "1,250 "
ACE MEMBERSHIP OF IDAHO "1,400 "
BOISE CONTEMPORARY THEATER INC "1,500 "
BOISE STATE UNIVERSITY FOUNDAT "1,500 "
CHILDREN'S MUSEUM OF IDAHO "1,500 "
CITY OF GOODING "1,500 "
COLLEGE OF WESTERN IDAHO "1,500 "
FOUR RIVERS CULTURAL CENTER "1,500 "
GARDEN CITY LIBRARY FOUNDATION "1,500 "
PAGE 44
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
IDAHO DIABETES YOUTH PROGRAM 426102 1,500 "
IDAHO STEM ACTION CENTER "1,500 "
LEUKEMIA & LYMPHOMA SOCIETY "1,500 "
NATIONAL FEDERATION OF THE BLI "1,500 "
NORTHWEST ASSOCIATION FOR BLIN "1,500 "
SPECIAL OLYMPICS OF IDAHO "1,500 "
THE SPACE "1,500 "
UNITY ALLIANCE OF SOUTHERN IDA "1,500 "
WALK TO END ALZHEIMERS ASSOCIA "1,500 "
WESTERN IDAHO SCIENCE BOWL "1,500 "
GAME CHANGERS IDAHO "1,700 "
INTERFAITH SANCTUARY HOMELESS "1,800 "
MURPHY REYNOLDS WILSON FIRE DI "2,000 "
VALE RURAL FIRE DEPARTMENT "2,000 "
CAMP RAINBOW GOLD "2,350 "
EAGLE VALLEY RURAL FIRE PROTEC "2,500 "
FOSTER AND HEART "2,500 "
BOISE BIKE PROJECT "2,750 "
FESTIVAL OF TREES "2,750 "
BOISE PUBLIC SCHOOLS "3,000 "
BURNT RIVER RURAL FIRE PROTECT "4,000 "
LOOKOUT-GLASGLOW RANGELAND FIR "4,000 "
WEISER RURAL FIRE PROTECTION A "4,000 "
IDAHO CONSUMER OWNED UTILITIES "60,000 "
Misc Health & Human Services Servicse - 64 Organizations <1000 "26,238 "
TOTAL HEALTH & HUMAN SERVICES 426102 189,788 None
#2 BITE SIZED BUTTER "1,775 "
4-H LIVESTOCK SALE "1,000 "
ANDRUS CENTER FOR PUBLIC POLIC "5,000 "
BAKER COUNTY FAIR - HALFWAY "2,431 "
BENEVITY INC "27,965 "
BINGHAM COUNTY MARKET "1,040 "
BOISE METRO CHAMBER OF CO "6,000 "
BOYS AND GIRLS CLUB "2,100 "
CALDWELL NIGHT RODEO "4,300 "
CHAMBER OF COMMERCE "23,425 "
CHAMBER OF COMMERCE, BOIS "9,000 "
CITY OF CALDWELL "1,700 "
COMMUNITY FORESTRY TRUST ACCOU "7,000 "
DESTINATION CALDWELL "2,000 "
FAMILY JUSTICE CENTER FOUNDATI "1,000 "
IDAHO ASSOCIATED GENERAL CONTR "3,000 "
IDAHO ASSOCIATION OF COUNTIES "1,000 "
IDAHO COMMUNITY FOUNDATION "10,000 "
IDAHO ECONOMIC DEVELO "1,000 "
IDAHO RODEO HALL OF FAME "1,000 "
IDAHO RURAL SUCCESS SUMMIT "2,500 "
IDAHO.GOV "1,025 "
LEADERSHIP IDAHO AGRI "5,000 "
MILLER,ANGELA V "1,968 "
MURRAY,NATHAN W "1,891 "
PAGE 44-A
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
NAMPA, CITY OF 426103 1,600 "
ONTARIO FESTIVAL OF TREES "1,775 "
OXBOW FACILITY USAGE "1,391 "
RAVEN PRODUCTIONS "1,030 "
ROTARY CLUB OF "1,000 "
SLEEP IN HEAVENLY PEACE "1,500 "
TREASURE VALLEY LIONS CLUB ROD "1,000 "
TWIN FALLS OPTIMIST CLUB "2,000 "
UNITED WAY OF TREASURE VALLEY "2,995 "
VOLUNTEER POWER "2,334 "
WASHINGTON COUNTY FAI "2,500 "
WEST CENTRAL MOUNTAINS ECONOMI "1,000 "
Misc Civic & Community Services - 133 Organizations < $1,000 "44,071 "
TOTAL CIVIC & COMMUNITY 426103 188,315 None
Misc Culture & Arts - 10 Organizations <$1,000 426104 3,355 "
TOTAL CULTURE & ARTS 426104 3,355 None
SALVATION ARMY 426107 18,673 "
TOTAL PROJECT SHARE 426107 18,673 None
ANDRUS CENTER FOR PUBLIC POLIC 426108 1,500 "
ASSOCIATION OF IDAHO CITIES "1,000 "
BOISE STATE MARKETPLAC "2,200 "
GREATER PINE VALLEY RFPA "4,000 None
HALFWAY RURAL FIRE PROTECTION "2,500 None
HENRYS FORK FOUNDATION "1,500 "
IDAHO CHAPTER AMERICAN "1,500 "
IDAHO SMART GROWTH "1,200 "
MULE DEER FOUNDATION "1,246 "
SOUTHERN IDAHO TOURISM "2,500 "
URBAN LAND INSTITUTE "1,000 "
WARRIORS ROCK INC "1,500 "
Misc Environment & Conservation - 19 Organizations <$1,000 "6,678 "
TOTAL ENVIROMENT & CONSERVATION 426108 28,324 None
Misc Non Program- 3 Organizations < $1,000 426109 (18,056)"
TOTAL NON-PROGRAM 426109 (18,056) None
4H LIVESTOCK SALE 426110 3,000 "
BOISE STATE UNIVERSITY "3,000 "
CASSIA COUNTY 4H "1,000 "
COLLEGE OF IDAHO "4,500 "
COLLEGE OF WESTERN IDAHO FOUND "2,000 "
EAGLE JAZZ FESTIVAL INC "1,000 "
EDUCATION FOUNDATION "1,000 "
IDAHO STATE UNIVERSITY "2,500 "
JUNIOR ACHIEVEMENT OF IDAHO "1,500 "
MAGIC VALLEY BUILDERS "1,500 "
NORTHWEST NAZARENE UNIVERSITY "1,000 "
PROJECT SUCCEED INC "2,000 "
UNIVERSITY OF IDAHO FOUNDATION "7,600 "
VANDAL "1,750 "
Misc Educations - 32 Organzations <$1000 "7,819 "
TOTAL EDUCATION 426110 41,169 None
BOISE STATE UNIVERSITY 426111 12,000 "
PAGE 44-B
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
INSTRUCTIONS: List all donations made by the utility during the year and the accounts charged (Items less than
$1,000 may be consolidated by category stating the number of organizations included). Give the name city
and state of each organization to whom a donation has been made. Group donations under headings such as:
1. Contributions to and memberships in charitable organizations
2. Organizations of the utility industry
3. Technical and professional organizations
4. Commercial and trade organizations
5. All other organizations and kinds of donations and contributions
List donations by type and group by the accounts charged. Report whole dollars only. Provide a total for each group
Amount
Description Account Total Assigned
Number Amount to Oregon
BRIGHAM YOUNG UNIVERSITY 426111 6,000 None
BYU IDAHO "(2,000)"
COLLEGE OF EASTERN IDAHO "2,000 "
COLLEGE OF IDAHO "2,000 "
COLORADO SCHOOL OF MINES "2,000 "
EASTERN OREGON UNIVERSITY "4,000 "
EMBRY-RIDDLE AERONAUTICAL UNIV "2,000 "
IDAHO STATE UNIVERSITY "9,000 "
LEWIS CLARK STATE COLLEGE "2,000 "
MARQUETTE UNIVERSITY "2,000 "
MONTANA STATE UNIVERSITY "2,000 "
NORTHWEST NAZARENE UNIVERSITY "2,000 "
OREGON STATE UNIVERSITY "2,000 "
UNIVERSITY OF IDAHO "6,000 "
UNIVERSITY OF PORTLAND "2,000 "
UNIVERSITY OF UTAH "2,000 "
TOTAL SCHOLARSHIP PROGRAMS 426111 57,000 None
Misc Other non Profit Support- 3 Organizations <$1,000 426111 489 "
TOTAL OTHER NON-PROFIT SUPPORT 426114 489 None
Misc Non-Cash Contributions 16 Organizaations<$1000 426130 3,715 "
TOTAL NON-CASH CONTRIBUTIONS 426130 3,715 None
TOTAL CONTRIBUTIONS ACCOUNT 426.1 537,890
Page 44-C
OREGON SUPPLEMENT
Idaho Power Company
STATE OF OREGON - ALLOCATED
An Original December 31, 2024
DONATIONS OR PAYMENTS FOR SERVICES RENDERED BY PERSONS OTHER THAN EMPLOYEES
AND CHARGED TO OREGON OPERATING ACCOUNTS
1. Report for each service rendered (including materials furnished incidental to the service which are
impracticable of separation) by recipient and in total the aggregate of all payments made during the
year where the aggregate of all such payments to a recipient was $25,000 or more including fees, re-
tainers, commissions, gifts, contributions, assessments, bonuses, subscriptions, allowances for expenses
or any other form of payments for services or as donations (except rents for property, taxes, utility
services, traffic settlements, amounts paid for general services and licenses, accurals paid to
trustees of pension and other employee benefit funds, and amounts paid for construction or maintenance
of plant to persons other than affiliates) to any one corporation, institution, association, firm,
partnership, committee, or person (not an employee of the respondent). Indicate by an asterisk in
column (c) each item that includes payments for materials furnished incidental to the service performed.
Payments to a recipient by two or more companies within a single system under a cost sharing or other
joint arrangement shall be considered a single item for reporting in this schedule and shall be shown
in the report of the principal company in the joint arrangement (as measured by gross operating revenues)
with references thereto in the reports of the other system companies in the joint arrangement.
2. If more convenient, this schedule may be filled out for a group of companies considered as one system
and shown only in the report of the principal company in the system, with references thereto in the reports
of the other companies.
Name of Recipient Nature of Service Amount of Payment
Allocated to Oregon
(a)(b)(c)
1 ANALYTICAL LABS,INC.Environmental Services 1,342$
2 BAKER BOTTS LLP Legal Services 110,020
3 BROWN AND CALDWELL Legal Services 6,326
4 CASCADE ENERGY INC Energy Management Consulting 49,251
5 COMPUNET, INC Legal Services 3,203
6 CUSHMAN & WAKEFIELD Real Estate Services 28,476
7 EL-ADA COMMUNITY ACTION Community Services 2,324
8 ENERGY 350 Energy Management Consulting 23,114
9 EQ SHAREOWNER SERVICES Management Services 4,276
10 EVERGREEN CONSULTING GROUP, LL Management Services 20,814
11 EXPONENT, INC Analysis Services 6,457
12 FRESHWATER TRUST, THE Environmental Services 6,759
13 GIVENS PURSLEY LLP Legal Services 9,771
14 HARRINGTON LEGAL SERVICES PLLC Legal Services 1,301
15 HAWLEY TROXELL ENNIS & HAWLEY Legal Services 2,249
16 HDR ENGINEERING, INC Engineering Consultants 3,341
17 JAYKER RE-WHOLESALE NURSERY Energy Management Consulting 1,810
18 JONES WILLIAMS FUHRMAN GOURLEY Legal Services 2,566
19 KELLER AND HECKMAN LLP Legal Services 1,406
20 KIRTON MCCONKIE Legal Services 8,435
21 KW ENGINEERING INC Engineering Consultants 3,933
22 MARTEN LAW LLP Legal Services 12,006
23 MCDOWELL RACKNER & GIBSON PC Legal Services 21,242
24 MEDIANT COMMUNICATIONS INC Management Services 1,337
25 MERCER THOMPSON LLC Legal Services 10,034
26 MORROW & FISCHER PLLC Legal Services 1,259
27 OLYMPUS TECHNICAL SERVICES Technical Services 1,199
28 PARSONS BEHLE & LATIMER Legal Services 14,732
29 PERKINS COIE LLP Legal Services 33,447
30 PROFESSIONAL INSPECTION SERVIC Management Services 1,591
31 ROCK CREEK ENERGY GROUP LLP Energy Management Consulting 3,897
32 SLALOM LLC Technical Services 2,435
33 STOEL RIVES LLP Legal Services 1,820
34 STRATEGIC ENERGY GROUP Energy Management Consulting 9,808
35 UNIVERSITY OF IDAHO Agricultural Services 16,216
36 VALBRIDGE PROPERTY ADVISORS Real Estate Services 1,503
37 VAN NESS FELDMAN LLP Legal Services 15,328
38 VISTAVU Solutions Technical Services 1,771
39 WESTERN IDAHO COMMUNITY Community Services 1,494
40 YTURRI ROSE LLP Legal Services 38,971
TOTAL 487,261$
OREGON SUPPLEMENT PAGE 45
184208501.4
Section 4.19
Employee Benefit and Employee Matters
None
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BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-26-21

IDAHO POWER COMPANY

ATTACHMENT NO. 3
TERRITORY MAP

BEFORE THE

IDAHO PUBLIC UTILITIES COMMISSION

CASE NO. IPC-E-26-21

IDAHO POWER COMPANY

ATTACHMENT NO. 4
MAP OF PARTIES SERVICE AREA