20191119PAC to Staff Attach 1.7.pdf

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Service ID#: Contract #:

PARTIAL REQUIREMENTS MASTER ELECTRIC SERVICE
and
FACILITIES IMPROVEMENTS AGREEMENT
between
ROCKY MOUNTAIN POWER
and
CUSTOMER NAME

This PARTIAL REQUIREMENTS MASTER ELECTRIC SERVICE AGREEMENT
(this "Agreement"), entered into between Rocky Mountain Power, an unincorporated division of
PacifiCorp, an Oregon corporation (“Rocky Mountain Power” or the “Company”), and ,
(“Customer”), each sometimes referred to herein as “Party” or
collectively as “Parties.”

WHEREAS, Rocky Mountain Power is a provider of retail electric energy and power to
retail electric customers, and

WHEREAS, Customer desires to purchase from Rocky Mountain Power under this
Agreement firm power and energy to meet the requirements of the Facility, net of any such
requirements satisfied by Customer-Owned Generation,

WHEREAS, Rocky Mountain Power desires to be the exclusive provider of such firm
power and energy to Customer’s Facility, and

WHEREAS, in order for Customer to obtain power and energy to the Facility it will be
necessary for Rocky Mountain Power to construct certain improvements described in Exhibit A.

NOW, THEREFORE, the parties hereto agree as follows:

Article I. DEFINITIONS:

The following terms, when used herein with initial capitalization, whether in the singular or in
the plural, shall have the meanings specified in this Article I:

“Agreement” means this Master Electric Service and Facilities Improvements Agreement and
any renewals thereof or amendments thereto.

“Allowance” means that portion of cost of the Improvements that Rocky Mountain Power will
bear without requiring an advance from Customer, which is based on estimated annual usage and
delivery of and charge for electric power and energy to the Facility under the applicable Electric
Service Schedules. For the purposes of this Agreement, the estimated annual usage of and
charge for electric power and energy to the Facility is $ , and the Allowance is $ .

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“Back-up Contract Demand” is defined in the Electric Service Schedule; Customer elects Back-
up Contract Demand of [--INSERT DESIRED BACKUP DEMAND UP TO LIMITS
ALLOWED IN TARIFF--] kW.

“Billing Demand” means the Demand in kilowatts for the fifteen-minute period of Customer’s
greatest use during the Billing Period, determined to the nearest kilowatt, as shown by or
computed from Rocky Mountain Power’s meter readings at the Point of Delivery.

“Billing Period” means the period of approximately thirty (30) days intervening between regular
successive meter readings.

“Commission” means the Public Service Commission of Utah.

“Completion Date” means the date by which Rocky Mountain Power shall use commercially
reasonable efforts to complete the Improvements, which shall be .

“Contract Minimum Billing” means the minimum amount Customer will pay to Rocky Mountain
Power each Billing Period, as defined in Section 7.02.

“Customer-Owned Generation” means the existing operable generating equipment associated
with the Facility. The Customer-Owned Generation consists of a generator, with a
nameplate rating of kW, located at .

“Demand” means the rate in kilowatts at which electric energy is generated, transferred, or used.
Demand measurements are calculated based on integrated average usage over consecutive
fifteen-minute periods of time, unless specified otherwise in the applicable Electric Service
Schedule or Electric Service Regulations.

“Electric Service Regulations” means Rocky Mountain Power's currently effective electric
service regulations, titled “Company Rules,” on file with and approved by the Commission, as
they may be amended or superseded from time to time with the approval of the Commission.

“Electric Service Schedule” means Rocky Mountain Power's currently effective Electric Service
Schedule No. 31, Back-Up, Maintenance, and Supplemental Power, on file with and approved by
the Commission, as it may be amended or superseded from time to time with the approval of the
Commission and the terms of the Electric Service Schedules. Any requested change in Electric
Service Schedule made by Customer will be effective only when submitted in writing.

“Excess Power” is defined in the Electric Service Schedule.

“Facility” means the facility to which Rocky Mountain Power shall provide electric power and
energy, which is located at , Utah, and consists of , and includes the Customer-
Owned Generation.

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“Facilities Charges” means the facilities charges permitted to be charged under Electric Schedule
300 as on file with and approved by the Commission, as it may be amended or superseded from
time to time with the approval of the Commission. For the purposes of this Agreement, the
monthly Facilities Charges under the current Electric Service Schedule are determined to be
$ .

“Firm Power and Energy” means electric power expressed in kilowatts and associated energy
expressed in kilowatt-hours intended to have assured availability, as provided in Electric Service
Regulation No. 4, entitled “Continuity of Service,” to meet any agreed-upon portion of
Customer’s load requirements.

“Improvements” means the items to be constructed as described in Exhibit A attached hereto, the
cost of which is estimated to be $ .

“Point of Delivery” means the point of delivery for all Firm Power and Energy delivered to
Customer, and shall be at Rocky Mountain Power’s point of metering used for billing in
County, Utah.

“Supplementary Contract Demand” is defined in the Electric Service Schedule; Customer elects
Supplementary Contract Demand of [--INSERT DESIRED SUPPLEMENTARY DEMAND UP
TO LIMITS ALLOWED IN TARIFF--] kW.

“Total Contract Demand” is defined in the Electric Service Schedule as the sum of the Back-up
Contract Demand and the Supplementary Contract Demand, and Total Contract Demand is the
maximum Demand that Rocky Mountain Power agrees to supply and have available for delivery
to Customer; Total Contract Demand shall be [--INSERT SUM OF DESIRED BACKUP
DEMAND AND SUPPLEMENTARY DEMAND--] kW, unless otherwise agreed in accordance
with the terms of this Agreement.

Article II. TERM AND TERMINATION; EARLY TERMINATION CHARGE

Section 2.01 Term
This Agreement shall be effective upon execution by both parties, and shall remain in full force
and effect for a period of ten (10) years following the date of the completion of the Improvements
and Rocky Mountain Power’s initial delivery of electric power and energy to Customer in
accordance with this Agreement. This Agreement shall automatically be renewed from year to
year subject to the same terms and conditions, unless either Party submits written termination
notice to the other Party not less than thirty (30) nor more than sixty (60) days prior to expiration
of the initial term or any renewal term; provided, however, this Agreement shall remain effective
so long as Customer is receiving electric service from Rocky Mountain Power.

If Customer has not authorized construction and has not diligently pursued the completion of the
Improvements, for any reason, within six (6) months after the effective date of this Agreement,
Rocky Mountain Power may elect to terminate its obligation to cause the Improvements to be
constructed. In such event, Customer shall pay Rocky Mountain Power upon demand, without
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deduction, offset, or Allowance, for any costs and obligations Rocky Mountain Power has
incurred in connection with the Improvements (a) prior to the stoppage of work, and (b)
reasonably incurs in winding up work, including, without limitation, the costs incurred in
connection with the cancellation of third-party contracts, and including all costs that may have
been eligible for an Allowance had the Improvements been completed. If Customer has paid for
any portion of the Improvements, Rocky Mountain Power shall refund the prepayment without
interest or penalties, less any of the foregoing costs and obligations incurred by Rocky Mountain
Power or other amounts due to Rocky Mountain Power, within thirty (30) days of termination.

Customer reserves the right, upon seven (7) days advance written notice to Rocky Mountain
Power, to require Rocky Mountain Power at any time to stop all work by Rocky Mountain Power
pursuant to this Agreement, provided that such stop-work order is the result of suspension or
termination of construction or expansion of the Facility. Issuance of such stop-work order shall
terminate this Agreement. Upon issuance of such stop-work order Customer shall pay Rocky
Mountain Power upon demand, without deduction, offset, or Allowance, for any costs and
obligations Rocky Mountain Power has incurred in connection with the Improvements (a) prior
to the stoppage of work, and (b) reasonably incurs in winding up work, including, without
limitation, the costs incurred in connection with the cancellation of third-party contracts, and
including all costs that may have been eligible for an Allowance had the Improvements been
completed. If Customer has paid for any portion of the Improvements, Rocky Mountain Power
shall refund the prepayment without interest or penalties, less any of the foregoing costs and
obligations incurred by Rocky Mountain Power or other amounts due to Rocky Mountain Power,
within thirty (30) days of termination.

Section 2.02 Early Termination Charges
In the event that within the first ten (10) years following the date of Rocky Mountain Power’s
initial delivery of electric power and energy to Customer in accordance with this Agreement: (i)
Customer terminates service at the Facility, or (ii) Customer defaults (resulting in termination of
service), or (iii) this agreement terminates for any reason; Customer shall then pay at once upon
such termination a termination charge equal to the Allowance less 1/10th of the Allowance for
each year service was taken, and any other charges due under the applicable Electric Service
Regulations or Electric Service Schedules.

Article III. ROCKY MOUNTAIN POWER’S OBLIGATIONS REGARDING ROCKY
MOUNTAIN POWER FACILITIES

Section 3.01 Design, Construction, and Ownership
Rocky Mountain Power shall design, construct, install, and operate the Improvements for the
Customer in accordance with Rocky Mountain Power standards. Rocky Mountain Power will
own the Improvements, together with Rocky Mountain Power’s existing electric facilities that
serve or will serve Customer, and neither Customer nor any other person shall have the right to
operate or maintain Rocky Mountain Power’s electric facilities or the Improvements.

Section 3.02 Allowance
Rocky Mountain Power shall grant the Allowance as specified in Article I, based upon
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Customer’s good faith estimate of the Facility’s usage of electric power and energy.

Section 3.03 Completion of Improvements
Rocky Mountain Power shall use commercially reasonable efforts to complete the Improvements
by the Completion Date.

Article IV. CUSTOMER’S OBLIGATIONS REGARDING FACILITIES

Section 4.01 Rights of Way
Rocky Mountain Power shall select the right of way for all necessary lines with the cooperation
of Customer. Customer shall prepare in a form satisfactory to Rocky Mountain Power and shall
tender to Rocky Mountain Power all instruments, documents, and writings necessary or useful in
routing and constructing the lines, including but not limited to all necessary rights-of-way,
licenses and easements, or Rocky Mountain Power may elect to procure such rights of way,
licenses and easements. All such expenses shall be included in determining the cost of the
Improvements.

Section 4.02 Site Preparation
If any site preparation is necessary, Customer shall prepare and clear any sites for the
Improvements to Rocky Mountain Power’s satisfaction, including the provision of all conduits,
pull ropes, transformer pads, and vaults, or Rocky Mountain Power may elect to do so. All such
expenses shall be included in determining the cost of the Improvements.

Section 4.03 Compliance with Rocky Mountain Power Requirements
Customer shall comply with all of Rocky Mountain Power’s tariffs, procedures, specifications,
and requirements.

Section 4.04 Access to Rocky Mountain Power Facilities
Customer shall not have physical access to Rocky Mountain Power’s electric facilities or the
Improvements and shall engage in no activities on or related to Rocky Mountain Power’s electric
facilities or the Improvements.

Article V. WARRANTIES; LIMITATIONS OF LIABLILITY

Section 5.01 Rocky Mountain Power
Rocky Mountain Power warrants that its work in constructing and maintaining the Improvements
shall be consistent with prudent utility practices. ROCKY MOUNTAIN POWER
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT
NOT LIMITED TO THE WARRANTY OF MERCHANTABILITY, FITNESS FOR
PARTICULAR PURPOSE, AND SIMILAR WARRANTIES. Rocky Mountain Power’s
liability for any action arising out of its activities relating to this Agreement, Rocky Mountain
Power’s provision of electric service, the Improvements or Rocky Mountain Power’s electric
facilities, shall be limited to repair or replacement of any non-operating or defective portion of
the Improvements or Rocky Mountain Power’s electric facilities. Under no circumstances shall
Rocky Mountain Power be liable for economic losses, costs or damages, including but not
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limited to special, indirect, incidental, consequential, punitive, or exemplary damages.

Section 5.02 Customer
Customer warrants that it has estimated, in good faith, the Facility’s usage of electric power and
energy which was used to calculate the Allowance and the Contract Minimum Billing.

Article VI. DELIVERY OF FIRM POWER AND ENERGY

Section 6.01 Scope of Deliveries
Rocky Mountain Power shall deliver such amounts of Firm Power and Energy to the Point of
Delivery as Customer requires to meet its load requirements up to Total Contract Demand, and
may deliver additional amounts of Firm Power and Energy necessary to meet Customer’s Excess
Power, subject to the provisions of Article IX. At no time shall Rocky Mountain Power be
obligated to deliver amounts of Firm Power and Energy in excess of Demand from the Facility,
less the full capacity of the Customer-owned Generation operating consistent with good utility
practice.

Section 6.02 Request for Changes to Back-up Contract Demand and Supplementary Contract
Demand
Upon Rocky Mountain Power's receipt of Customer’s written request for deliveries of power and
energy above the existing Total Contract Demand, Rocky Mountain Power shall use
commercially reasonable efforts to attempt to supply such additional power under terms and
conditions acceptable to both Parties. Within fifteen (15) days of the request Rocky Mountain
Power shall advise Customer in writing whether the additional power and energy is or can be
made available and the terms on which it can be made available. If Rocky Mountain Power and
Customer agree in writing that Rocky Mountain Power shall provide Customer with Firm Power
and Energy in excess of the Total Contract Demand commitments, the amount of agreed
deliveries shall become the new Total Contract Demand amending and superseding the Total
Contract Demand specified in this Agreement.

Customer may reduce Supplementary Contract Demand or Back-up Contract Demand under the
terms specified in the Electric Service Schedule.

Section 6.03 Commencement of Deliveries
Rocky Mountain Power shall make initial deliveries as soon as practicable after the Completion
Date.

Section 6.04 Delivery Voltage
Rocky Mountain Power shall deliver Firm Power and Energy at the Point of Delivery in the form
of three-phase, alternating current at a nominal frequency of 60 Hertz, and at a nominal voltage
of volts.

Section 6.05 Resale of Power
Customer shall not resell any electric power and energy delivered under this Agreement to any
other person or entity.
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Article VII. BILLING, PRICES AND PAYMENT FOR POWER AND ENERGY

Section 7.01 Billing
All billing statements for service under this Agreement shall show the amount due for the type
and quantity of power and energy purchased or delivered and the associated charges in
accordance with the applicable Electric Service Schedule and any charges permitted or required
under the applicable Electric Service Regulations, the sum of which shall establish the total
amount due from Customer for the Billing Period. Provided, if the sum of such charges would
be less than the Contract Minimum Billing described below, the total amount due from Customer
for the Billing Period under this Agreement will be the Contract Minimum Billing, subject to the
conditions of Section 7.02.

Section 7.02 Contract Minimum Billing
Monthly bills for electric service shall be rendered and paid in accordance with the rates and
terms of Rocky Mountain Power's filed and approved Electric Service Schedules; provided, that
in order to compensate Rocky Mountain Power for its installation of the Improvements to serve
Customer, so long as Customer is taking service at the Facility, but in no event for a period more
than one-hundred eighty (180) Billing Periods under this Agreement, each month, Customer shall
pay not less than the Contract Minimum Billing, which shall be the greater of (1) charges for
service during the Billing Period under the provisions of the applicable Electric Service
Schedules, or (2) 80% of Customer’s charges for service during the Billing Period, plus the
Facilities Charges, even if the amount of electrical energy actually consumed would have resulted
in a lesser charge under the applicable Electric Service Schedules.

Section 7.03 Payments
All bills shall be paid by the date specified on the bill, and late charges shall be imposed upon
any delinquent amounts. Customer may make payments by check, EDI or wire transfer to an
account designated by Rocky Mountain Power. The Customer account number must be included
with each payment. If Customer disputes any portion of Customer's bill, Customer shall pay the
total bill and shall designate the disputed portion. Rocky Mountain Power shall decide the
dispute within sixty (60) days after Customer's notice of dispute. Any refund Rocky Mountain
Power determines Customer is due shall bear interest at the rate then specified by the
Commission or, if no rate is specified, the then effective prime rate as quoted in The Wall Street
Journal.

Section 7.04 Deposits
Rocky Mountain Power may request deposits to the extent permitted under the Electric Service
Regulations and the Electric Service Schedule. In the event of a default by Customer in any of its
obligations under this Agreement, the applicable Electric Service Regulations, or the applicable
Electric Service Schedule, Rocky Mountain Power may exercise any or all of its rights and
remedies under this Agreement, the Electric Service Regulations, or the Electric Service
Schedule and under any applicable laws, rules and regulations with respect to any such deposits.

Article VIII. METERING
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Section 8.01 Metering Equipment
Rocky Mountain Power shall provide, maintain and test meters and metering equipment required
for billing purposes. The parties shall specify the locations for Rocky Mountain Power's
installation of metering equipment in Customer’s premises, and Customer shall allow Rocky
Mountain Power access to such locations without charge during reasonable business hours.

Section 8.02 Telecommunications Facilities
Customer shall provide a dedicated telephone line or other Rocky Mountain Power approved
dedicated data access for meter interrogation. Customer shall provide the dedicated access
without charge to Rocky Mountain Power.

Section 8.03 Secondary Metering
If the Point of Delivery is on the primary side of Customer’s transformers, Rocky Mountain
Power may elect to install its meter on the secondary side of the transformers, whereupon
transformer and other losses occurring between the Point of Delivery and the meter shall be
computed and added to the meter readings to determine the demand and energy consumption.

Section 8.04 Transformer Loss Curves
If Customer takes service at primary voltage and if secondary metering is used, Customer shall,
prior to commencement of service, provide Rocky Mountain Power with transformer loss curves
and test data to allow Rocky Mountain Power to calculate transformer losses for billing purposes.

Article IX. OPERATIONAL CONSTRAINTS

Section 9.01 Notification
Customer shall notify Rocky Mountain Power prior to increasing its consumption of electric
power and energy in a manner that would exceed the normal operating limits of the
Improvements or Rocky Mountain Power’s electric system, and Customer shall provide
sufficient time for Rocky Mountain Power to accommodate such loads. Customer shall also
notify Rocky Mountain Power prior to any significant change in load characteristics or
installation of devices (such as large power factor correction capacitors, large rectifiers, large
adjustable speed drives, etc.) that could impact the operation of Rocky Mountain Power’s electric
system or Customer’s interaction with Rocky Mountain Power’s electric system.

Section 9.02 Normal Operating Conditions
Customer shall comply with Rocky Mountain Power’s Utah Electric Service Requirements.
Customer accepts and shall adhere to Rocky Mountain Power’s normal operating conditions as
provided in the Power Quality section of the Engineering Handbook, including the sections
entitled “Voltage Level and Range”, “Voltage Balance”, and “Voltage Disturbances.” (The
Rocky Mountain Power Engineering Handbook Power Quality Section provides detailed
information, guidelines, and requirements pertaining to operational constraints and power
quality.) All measurements of currents and voltages under this Article IX shall be taken at the
Point of Delivery.

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Section 9.03 Reactive Requirements
Customer shall control and limit the flow of reactive power between Rocky Mountain Power’s
and Customer’s system so as to maintain a Power Factor in accordance with the Electric Service
Schedule. Rocky Mountain Power’s Billing Demand shall be increased in accordance with the
Electric Service Schedule for excessive reactive flow.

Section 9.04 Voltage Fluctuation and Light Flicker
In order to receive electric service from Rocky Mountain Power, Customer shall continuously
comply with Rocky Mountain Power’s “Voltage Fluctuation and Light Flicker” guidelines and
with the operating criteria set forth in the Power Quality section of Rocky Mountain Power’s
Engineering Handbook. If operation outside of these limits is desired, Customer must contact
Rocky Mountain Power for engineering studies to be done prior to changing operations such that
operation will stay within these limits.

Section 9.05 Harmonic Distortion
Customer shall operate the Facility in such a manner so that harmonic distortion and notching
falls within Rocky Mountain Power’s Harmonic Distortion guidelines and standards as described
in the Power Quality section of Rocky Mountain Power’s Engineering Handbook.

Section 9.06 Voltage Imbalance
Customer shall operate the Facility in such a manner so that the Rocky Mountain Power system
voltage balance falls within Rocky Mountain Power adopted guidelines and standards as
described in the Rocky Mountain Power Engineering Handbook, Power Quality Section.

Section 9.07 Voltage Transients
Customer shall operate the Facility in such a manner so that the Rocky Mountain Power system
does not experience transient magnification issues, such as those outlined in Rocky Mountain
Power’s adopted guidelines and standards as described in the Rocky Mountain Power
Engineering Handbook, Power Quality Section.

Section 9.08 Remediation
In the event that the Customer’s operations fall outside of the technical requirements of this
Agreement, or the Commission’s requirements, or adversely affects the operations of Rocky
Mountain Power’s transmission or distribution system, or other Rocky Mountain Power
customers, Rocky Mountain Power shall give written notice of the corrective actions required,
and Customer shall have the opportunity for a period of fourteen (14) days to discuss Rocky
Mountain Power’s requirements. After such fourteen-day period, Rocky Mountain Power shall
give Customer its final determination of Rocky Mountain Power’s required corrective action.
Although Rocky Mountain Power will discuss the corrective action with Customer, final
determination of the corrective action required shall be made by Rocky Mountain Power, based
on compliance with Rocky Mountain Power’s Engineering Handbook guidelines and standards.

Should Customer fail to begin to take corrective action required by Rocky Mountain Power
within thirty (30) days after written notice from Rocky Mountain Power or fail to pursue
completion of such corrective action with diligence, Rocky Mountain Power may perform such
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services or supply and install such equipment as it deems necessary to provide corrective action,
whereupon Customer shall compensate Rocky Mountain Power for all sums expended, all
materials utilized, and all services contracted or performed, by paying a sum equal to 110% of all
costs, expenses, material, and labor charges incurred by Rocky Mountain Power, including
Rocky Mountain Power’s internal material and labor charges and standard overhead costs.
Customer shall pay such sums within fifteen (15) days after Rocky Mountain Power has mailed
an itemized statement of its charges therefore. If Customer desires to operate outside of these
limits, Customer shall pay for studies done by Rocky Mountain Power to determine the impact
on other Rocky Mountain Power Customers and whether the proposed operation is acceptable to
Rocky Mountain Power.

Provided, should Rocky Mountain Power at any time reasonably determine that Customer’s
operations pose a threat to the safety of Rocky Mountain Power’s employees or the public, pose
an imminent threat to the integrity of Rocky Mountain Power’s electric system, or may materially
interfere with the performance of Rocky Mountain Power’s service obligations, Rocky Mountain
Power shall attempt to provide notice to Customer that Customer must change its operations. If
Customer fails to take corrective action on a timely basis, or if notice cannot be provided by
Rocky Mountain Power to Customer, prior to the time when corrective action must occur, then
Rocky Mountain Power may perform such work and/or take such corrective action that is
necessary, including disconnection, without additional notice to Customer and without subjecting
itself to any liability provided Rocky Mountain Power has acted reasonably. If Rocky Mountain
Power has performed the work and/or corrective action, as soon as practicable thereafter, Rocky
Mountain Power will advise Customer in writing of the work performed or the action taken and
will endeavor to arrange for the accommodation of Customer’s operations, subject to the terms of
this Agreement, the Electric Services Regulations, the guidelines and standards contained in the
Rocky Mountain Power Engineering Handbook, Rocky Mountain Power’s Utah Electric Service
Requirements, and all other applicable rules or regulations. Customer shall be responsible for
paying Rocky Mountain Power, upon demand, for all reasonable costs incurred by Rocky
Mountain Power for all work, action, and accommodation performed by Rocky Mountain Power
that is consistent with the terms of this paragraph.

Article X. INTEGRATION; AMENDMENT

This Agreement contains the entire agreement of the parties with respect to the subject matter,
and replaces and supersedes in the entirety all prior agreements between the parties related to the
same subject matter. Except pursuant to Article XI and Section 14.02 below, this Agreement
may be modified only by a subsequent written amendment or agreement executed by both
parties.

Article XI. JURISDICTION OF REGULATORY AUTHORITIES

Rocky Mountain Power's currently applicable, effective Electric Service Schedule, and Electric
Service Regulations, are incorporated herein and by reference made a part hereof. Customer
acknowledges that it is familiar with the Electric Service Schedule and Electric Service
Regulations and agrees to abide by them and all amendments and changes thereto so approved by
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the Commission. In the event that the Commission or any other state, federal, or municipal
authority determines that any provision of this Agreement conflicts with or is in violation of the
Electric Service Schedule or the Electric Service Regulations, amends or supersedes the Electric
Service Schedule or the Electric Service Regulations, or issues any rules, regulations, or orders
which require Rocky Mountain Power to alter or amend any of the provisions of this Agreement
or to terminate or curtail the delivery of Firm Power and Energy to Customer, this Agreement
automatically shall be amended to comply with such determination, amendment, rule, regulation
or order, and Rocky Mountain Power shall not be liable to Customer for damages or losses of any
kind whatsoever which Customer may sustain as a result of such determination, amendment,
rule, regulation, or order, including consequential damages.

Article XII. FORCE MAJEURE

Rocky Mountain Power shall not be subject to any liability or damages for inability to perform
under this Agreement with respect to the construction, operation, or maintenance of the
Improvements, and Customer shall not be subject to any liability or damages for inability to
receive service or to perform its obligations under this Agreement, to the extent that such failure
shall be due to causes beyond the control of either Rocky Mountain Power or Customer,
respectively, including, but not limited to the following: (a) the operation and effect of any rules,
regulations and orders promulgated by any Commission, municipality, or governmental agency
of the United States, or subdivision thereof (so long as the claiming Party has not applied for or
assisted in the application for, and has opposed where and to the extent reasonable, such
government action); (b) restraining order, injunction or similar decree of any court; (c) war; (d)
flood; (e) earthquake; (f) act of God; (g) civil disturbance; (h) strikes or boycotts; or (i) major
equipment breakdown or failure. Should any of the foregoing occur, and (1) Customer claims
Force Majeure, then Customer shall have no liability for service until Customer is able to resume
service, except for any minimum monthly payments or termination charges designed to cover
special facilities extension costs, or (2) Rocky Mountain Power claims Force Majeure, then
Customer shall have no liability for service until Rocky Mountain Power is able to resume
service. Provided, the Party claiming Force Majeure shall make every reasonable attempt to
remedy the cause thereof as diligently and expeditiously as possible. Time periods for
performance obligations of Parties herein shall be extended for the period during which Force
Majeure was in effect. In the event that a Force Majeure event occurs, and Customer does not
resume service at pre-event levels within six (6) months of the beginning of the event, the
Agreement will be treated as terminated by Customer pursuant to Section 2.02 above.
Notwithstanding this Article XII, Rocky Mountain Power’s obligations to provide electric service
under this Agreement shall be governed by Paragraph 4 of Electric Service Regulation No. 4,
entitled “Continuity of Service,”.

Article XIII. ASSIGNMENT

Customer’s rights and obligations under this Agreement may not be assigned without Rocky
Mountain Power’s consent except in connection with a sale, assignment, lease or transfer of
Customer’s interest in its Facility, or real or personal property related thereto subject to (1) such
successor’s qualification as a customer under Rocky Mountain Power’s policies, the Electric
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Service Regulations, and the Electric Service Schedule, and (2) the written agreement of such
successor to be bound by this Agreement, the Electric Service Regulations, and the Electric
Service Schedule, and to assume the obligation of Customer from the date of assignment. Rocky
Mountain Power may condition this assignment upon the posting of a deposit as permitted under
the Electric Service Regulations and the Electric Service Schedule. If Rocky Mountain Power
consents to any such sale, assignment, lease or transfer, Customer shall remain liable for any
liabilities and obligation under this Agreement, the Electric Service Regulations and the Electric
Service Schedule through the date of assignment.

Company may at any time assign its rights and delegate its obligations under this Contract, in
whole or in part, including, without limitation, transferring its rights and obligations under this
Contract to any: (i) affiliate; (ii) successor in interest, or (iii) corporation or any other business
entity in conjunction with a merger, consolidation or other business reorganization to which
Company is a party.
Article XIV. INFORMATION

Section 14.01 Furnishing Information
Upon Rocky Mountain Power’s request, Customer shall submit its year-end financial statements
to Rocky Mountain Power, certified to be true and correct and in accordance with GAAP.
Customer shall submit such additional information as Rocky Mountain Power may reasonably
request from time to time in furtherance of the purposes of this Agreement.

Section 14.02 Accuracy of Information
Customer represents that all information it has furnished or will furnish to Rocky Mountain
Power in connection with this Agreement will be accurate and complete in all material respects.
Customer also represents that Customer has not omitted and will not knowingly omit any fact in
connection with the information to be furnished under this Agreement, which materially and
adversely affects the business, operations, property or condition of the Facility or the obligations
of Rocky Mountain Power under this Agreement. Should Rocky Mountain Power base its
willingness to enter into any portion of this Agreement or any decision with respect to credit,
deposits or any other material matter, on inaccurate information furnished by Customer, Rocky
Mountain Power shall have the right to revoke its decision with respect to such matter and
modify this Agreement and/or its decision, to reflect the determination which Rocky Mountain
Power would have made had Rocky Mountain Power received accurate information.

Article XV. REMEDIES; WAIVER

Either Party may exercise any or all of its rights and remedies under this Agreement, the
applicable Electric Service Regulations and under any applicable laws, rules and regulations.
Rocky Mountain Power’s liability for any action arising out of its activities relating to this
Agreement or Rocky Mountain Power’s electric utility service shall be limited to repair or
replacement of any non-operating or defective portion of Rocky Mountain Power’s electric utility
facilities. Under no circumstances shall Rocky Mountain Power be liable for any economic
losses, costs or damages, including but not limited to special, indirect, incidental, consequential,
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punitive, or exemplary damages. No provision of this Agreement or the Electric Service
Regulations shall be deemed to have been waived unless such waiver is in writing signed by the
waiving Party. No failure by any Party to insist upon the strict performance of any provision of
this Agreement, the Electric Service Regulations or to exercise any right or remedy consequent
upon a breach thereof, shall constitute a waiver of any such breach of such provision or of any
other provision. No waiver of any provision of this Agreement or the Electric Service
Regulations shall be deemed a waiver of any other provision of this Agreement, the Electric
Service Regulations or a waiver of such provision with respect to any subsequent breach, unless
expressly provided in writing.

Article XVI. ATTORNEY’S FEES

In any suit or action, arising out of or related to this Agreement, the Electric Service Regulations,
or the applicable Electric Service Schedule, involving a claim, counterclaim or cross-claim made
by either Party against the other Party, the substantially prevailing Party shall be entitled to
recover the costs and fees (including, without limitation, reasonable attorneys' fees, the fees and
costs of experts and consultants, copying, courier and telecommunication costs, and deposition
costs and all other costs of discovery) incurred by such substantially prevailing Party in such suit
or action, including, without limitation, any post-trial or appellate proceeding, or in the collection
or enforcement of any judgment or award entered or made in such suit or action.

Article XVII. SET-OFF

If Customer should default under any of its obligations under this Agreement, Rocky Mountain
Power shall be entitled, at its option and in its discretion without notice to Customer, to (a) set-
off amounts due and owing to Rocky Mountain Power by Customer under this Agreement,
against any amounts due and owing by Rocky Mountain Power or any of its affiliates, to the
Customer or any of its affiliates, under any agreements, instruments or undertakings between
Rocky Mountain Power or any of its affiliates, and Customer or any of its affiliates and/or (b)
withhold payment of any amount due Customer or its affiliates, by Rocky Mountain Power or its
affiliates--such amount to be determined by Rocky Mountain Power, in Rocky Mountain Power’s
reasonable discretion, as sufficient to cover Customer’s unliquidated obligations, once liquidated,
to the extent that Customer’s obligations under this Agreement are not yet liquidated. The
remedy provided for in this Article XVII shall be (a) without prejudice to and in addition to any
right of set-off, combination of accounts, lien or other right to which Rocky Mountain Power is
at any time otherwise entitled (whether by operation of law, contract or otherwise) and (b)
exercisable against any trustee in bankruptcy, debtor in possession, assignee for the benefit of
creditors, receiver, or execution, judgment or attachment creditor, notwithstanding the fact that
such right of setoff shall not have been exercised by Rocky Mountain Power prior to such
default.

Article XVIII. GOVERNING LAW; JURISDICTION; VENUE

All provisions of this Agreement and the rights and obligations of the parties hereto shall in all
cases be governed by and construed in accordance with the laws of the State of Utah applicable
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to contracts executed in and to be wholly performed in Utah by persons domiciled in the State of
Utah. Each Party hereto agrees that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this Agreement, the
Electric Service Schedule, the Electric Service Regulations or the transactions contemplated
hereby or thereby, may only be brought before the Commission, the Federal courts located within
the State of Utah, or state courts of the State of Utah, and each Party hereby consents to the
exclusive jurisdiction of such forums (and of the appellate courts therefrom) in any such suit,
action or proceeding. Furthermore, each Party hereto waives, to the extent permitted by law, any
objection which it may now or hereafter have to the laying of the venue of any such suit, action
or proceeding in any such forum or that any such suit, action or proceeding which is brought in
any such forum has been brought in any inconvenient forum. If for any reason, service of process
cannot be found in the state of Utah, process in any such suit, action or proceeding may be served
on a Party anywhere in the world, whether within or without the jurisdiction of any such forum.

Article XIX. WAIVER OF JURY TRIAL

TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE PARTIES
HERETO WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN
CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WAIVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED.

Article XX. HEADINGS

The descriptive headings contained in this Agreement are included for reference only and shall
not affect in any way the meaning or interpretation of this Agreement.

Article XXI. COMMUNICATIONS AND NOTICE

Customer’s point of contact at Rocky Mountain Power for all matters is:

Customer and Community Manager
Rocky Mountain Power

Any legal notice required to be given hereunder by one Party to the other Party shall be sent by
hand-delivery, by courier service, or by registered or certified mail, return receipt requested, to
the other Party hereto at its address hereafter set forth.

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If to Rocky Mountain Power: Rocky Mountain Power
Attention: Contract Administrator
Customer & Regulatory Liaison
825 NE Multnomah, Suite 800
Portland, OR 97232

If to Customer: Customer Name

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by
persons duly authorized as of the dates set forth below.

CUSTOMER NAME ROCKY MOUNTAIN POWER

By: By:
Name: Name:
Title: Title:
Date: ______________________________ Date: _____________________________

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EXHIBIT A

Improvements

INFORMATION FROM ER (PURPOSE AND NECCESITY AND DESCRIPTION OF ASSET)

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PLACEHOLDER FOR MAP

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