20210525Exhibit 8.pdf

Exhibit 8

January 6, 2020
Email from Kyle Moore and
Attachments
From:Moore, Kyle {Mkt Function}
To:Bryan Case
Cc:Greg Adams; Dave Peterson; McDermott, Jacob
Subject:RE: Chester PPA Request
Date:Monday, January 6, 2020 8:43:53 AM
Attachments:image001.pngForm of Idaho Small Hydro PPA _ 1.2.20.pdf
Bryan,

Attached please find the Idaho small QF pro forma PPA consistent with page 4, Section B.1., of the
Idaho Schedule 38.

Thanks,

Kyle Moore
Rocky Mountain Power
Commercial Services
O 801.220.4467
C 385.210.4209

From: Bryan Case [mailto:[e-mail]]
Sent: Wednesday, October 9, 2019 8:40 AM
To: Moore, Kyle {Mkt Function} <[e-mail]>
Cc: Greg Adams <[e-mail]>; Dave Peterson
<[e-mail]>
Subject: [INTERNET] Chester PPA Request

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Kyle,

We have submitted the Chester interconnection request and working through that process.
In the mean time could you please send Fall River the pro forma PPA consistent with page
4, Section B.1., of the Idaho Schedule 38.

Thank you,
Exhibit 8 Page 1

Bryan L. Case
CEO/General Manager
Fall River Rural Electric Cooperative
Office [phone]
Cell [phone]

“Where Service Matters”

Exhibit 8 Page 2
FORM OF SMALL QF PPA (HYDRO) _ ON-SYSTEM
IDAHO SMALL POWER PRODUCTION FACILITY _ FIRM
POWER PURCHASE AGREEMENT BETWEEN _______________________________ AND PACIFICORP
THIS WORKING DRAFT IS PROVIDED PURSUANT TO ROCKY MOUNTAIN POWER SCHEDULE 38. THIS
WORKING DRAFT DOES NOT CONSTITUTE A BINDING OFFER, DOES NOT FORM THE BASIS FOR AN
AGREEMENT BY ESTOPPEL OR OTHERWISE, AND IS CONDITIONED UPON SATISFACTION OF ALL
REQUIREMENTS OF SCHEDULE 38, INCLUDING EACH PARTY’S RECEIPT OF ALL REQUIRED INTERNAL
APPROVALS AND ANY OTHER NECESSARY REGULATORY APPROVALS.

Exhibit 8 Page 3
TABLE OF CONTENTS
SECTION 1 DEFINITIONS, RULES OF INTERPRETATION ................................................ 1
1.1 Defined Terms. ............................................................................................................................................ 1
1.2 Rules of Interpretation. ............................................................................................................................. 10
SECTION 2 TERM; MILESTONES ............................................................................................... 11
2.1 Term. ......................................................................................................................................................... 12
2.2 Milestones. ................................................................................................................................................. 12
2.3 Delay Damages. ......................................................................................................................................... 12
2.4 Damages Calculation. ................................................................................................................................ 13
2.5 Damages Invoicing. ................................................................................................................................... 13
2.6 PacifiCorp’s Right to Monitor. ................................................................................................................. 13
SECTION 3 REPRESENTATIONS AND WARRANTIES ....................................................... 13
3.1 Mutual Representations and Warranties. ................................................................................................. 13
3.2 Seller’s Further Representations, Warranties and Covenants. ................................................................ 14
3.3 No Other Representations or Warranties. ................................................................................................ 15
3.4 Continuing Nature of Representations and Warranties; Notice. ............................................................. 15
SECTION 4 DELIVERIES OF NET OUTPUT ............................................................................ 16
4.1 Purchase and Sale...................................................................................................................................... 16
4.2 Designation as Network Resource. ............................................................................................................ 16
4.3 No Sales to Third Parties. .......................................................................................................................... 16
4.4 Title and Risk of Loss of Net Output. ....................................................................................................... 16
4.5 Curtailment. .............................................................................................................................................. 17
4.6 PacifiCorp as Merchant. ........................................................................................................................... 17
4.7 Ownership of Environmental Attributes. ................................................................................................. 17
4.8 Purchase and Sale of Capacity Rights. ..................................................................................................... 17
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Exhibit 8 Page 4
SECTION 5 CONTRACT PRICE; COSTS ................................................................................... 17
5.1 Contract Price; Includes Capacity Rights. ............................................................................................... 17
5.2 Costs and Charges. .................................................................................................................................... 18
5.3 Station Service. .......................................................................................................................................... 18
5.4 Taxes. ......................................................................................................................................................... 19
5.5 Costs of Ownership and Operation. .......................................................................................................... 19
5.6 Rates Not Subject to Review. .................................................................................................................... 19
SECTION 6 OPERATION AND CONTROL ................................................................................ 19
6.1 As-Built Supplement. ................................................................................................................................ 20
6.2 Standard of Facility Construction and Operation. ................................................................................... 20
6.3 Interconnection.......................................................................................................................................... 21
6.4 Coordination with System. ........................................................................................................................ 21
6.5 Outages. ..................................................................................................................................................... 21
6.6 Scheduling. ................................................................................................................................................ 22
6.7 Forecasting. ............................................................................................................................................... 23
6.8 Increase in Nameplate Capacity Rating; New Project Expansion or Development. ................................ 23
6.9 Telemetering. ............................................................................................................................................. 23
6.10 Transmission Provider Consent. .......................................................................................................... 24
6.11 Dedicated Communication Circuit. ...................................................................................................... 24
6.12 Reports and Records. ............................................................................................................................ 24
6.13 Financial and Accounting Information. ............................................................................................... 26
6.14 Access Rights. ....................................................................................................................................... 26
6.15 Performance Guaranty. ........................................................................................................................ 26
SECTION 7 QUALIFYING FACILITY STATUS ....................................................................... 26
7.1 Seller's QF Status. ..................................................................................................................................... 26
SECTION 8 SECURITY AND CREDIT SUPPORT ................................................................... 26
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Exhibit 8 Page 5
8.1 Provision of Security. ................................................................................................................................ 27
8.2 Project Development Security. .................................................................................................................. 27
8.3 Default Security. ........................................................................................................................................ 27
8.4 Security is Not a Limit on Seller's Liability. ............................................................................................. 27
SECTION 9 METERING ................................................................................................................... 28
9.1 Installation of Metering Equipment. ......................................................................................................... 28
9.2 Metering. ................................................................................................................................................... 28
9.3 Inspection, Testing, Repair and Replacement of Meters. ......................................................................... 28
9.4 Metering Costs. ......................................................................................................................................... 28
9.5 WREGIS Metering. ................................................................................................................................... 28
SECTION 10 BILLINGS, COMPUTATIONS AND PAYMENTS .......................................... 28
10.1 Monthly Invoices. .................................................................................................................................. 28
10.2 Offsets. .................................................................................................................................................. 29
10.3 Interest on Late Payments. ................................................................................................................... 29
10.4 Disputed Amounts. ............................................................................................................................... 29
10.5 Audit Rights. ......................................................................................................................................... 29
SECTION 11 DEFAULTS AND REMEDIES ............................................................................... 29
11.1 Defaults. ................................................................................................................................................ 29
11.2 Remedies for Failure to Deliver/Receive. ............................................................................................. 31
11.3 Termination and Remedies. .................................................................................................................. 32
11.4 Termination of Duty to Buy. ................................................................................................................. 32
11.5 Termination Damages. .......................................................................................................................... 33
11.6 Duty/Right to Mitigate. ......................................................................................................................... 33
11.7 Security. ................................................................................................................................................ 33
11.8 Cumulative Remedies. .......................................................................................................................... 33
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Exhibit 8 Page 6
SECTION 12 INDEMNIFICATION AND LIABILITY ............................................................. 33
12.1 Indemnities............................................................................................................................................ 33
SECTION 13 INSURANCE ............................................................................................................... 35
13.1 Required Policies and Coverages.......................................................................................................... 35
SECTION 14 FORCE MAJEURE .................................................................................................... 35
14.1 Definition of Force Majeure. ................................................................................................................ 35
14.2 Suspension of Performance. ................................................................................................................. 36
14.3 Force Majeure Does Not Affect Other Obligations. ............................................................................. 36
14.4 Strikes. .................................................................................................................................................. 36
14.5 Right to Terminate................................................................................................................................ 36
SECTION 15 SEVERAL OBLIGATIONS ..................................................................................... 36
SECTION 16 CHOICE OF LAW ..................................................................................................... 36
SECTION 17 PARTIAL INVALIDITY .......................................................................................... 36
SECTION 18 NON-WAIVER ............................................................................................................ 37
SECTION 19 GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS .............. 37
SECTION 20 SUCCESSORS AND ASSIGNS ............................................................................... 37
20.1 Restriction on Assignments. ................................................................................................................. 37
20.2 Permitted Assignments. ........................................................................................................................ 37
SECTION 21 ENTIRE AGREEMENT ........................................................................................... 37
SECTION 22 NOTICES ...................................................................................................................... 38
22.1 Addresses and Delivery Methods.......................................................................................................... 38
SECTION 23 PUBLICITY ................................................................................................................. 38
23.1 News Releases and Publicity. ................................................................................................................ 38
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Exhibit 8 Page 7
SECTION 24 DISAGREEMENTS ................................................................................................... 38
24.1 Negotiations. ......................................................................................................................................... 38
24.2 Mediation. ............................................................................................................................................. 39
24.3 Choice of Forum. .................................................................................................................................. 39
24.4 WAIVER OF JURY TRIAL. ............................................................................................................... 39

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Exhibit 8 Page 8

EXHIBITS
Exhibit A Estimated Monthly Net Output
Exhibit B Description of Seller’s Facility
Exhibit C Seller’s Interconnection Facilities
Exhibit D Required Facility Documents
Exhibit E Leases
Exhibit F Performance Guaranty
Exhibit G Form of Parent Guaranty
Exhibit H Seller Authorization to Release Generation Data to PacifiCorp
Exhibit I Required Insurance
Exhibit J NERC Event Types
Exhibit K Rocky Mountain Power Schedule No. 38
Exhibit L Party Notice Information

- vii -
Exhibit 8 Page 9

POWER PURCHASE AGREEMENT
THIS POWER PURCHASE AGREEMENT (this “Agreement”), is entered into between [COMPANY NAME], a [TYPE OF ORGANIZATIONAL ENTITY AND STATE OF ORGANIZATION] (the “Seller”) and PacifiCorp, an Oregon corporation (“PacifiCorp”). Seller and PacifiCorp are sometimes referred to in this Agreement collectively as the “Parties” and
individually as a “Party.”
A. Seller intends to construct, own, operate and maintain a [___]-powered generating facility for the generation of electric energy located in [_______] County, Idaho, with an expected nameplate capacity rating of [__] MW (the “Facility”); and
B. Seller will operate the Facility as a Qualifying Facility (“QF”); and
C. Seller desires to sell, and PacifiCorp agrees to purchase, the Net Output delivered by the Facility in accordance with the terms and conditions of this Agreement; and
D. The rates, terms and conditions in this Agreement are in accordance with the
rates, terms, and conditions approved by the Commission for purchases from QFs; and E. PacifiCorp intends to designate the Facility as a Network Resource for the purposes of serving network load.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises below and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:
SECTION 1 DEFINITIONS, RULES OF INTERPRETATION
1.1 Defined Terms. Unless otherwise required by the context in which any term appears, initially capitalized terms used in this Agreement have the following meanings:
“Abandonment” means (a) the relinquishment of all possession and control of the Facility by Seller, or (b) if after commencement of the construction, testing, and inspection of the
Facility, and prior to the Commercial Operation Date, there is a complete cessation of the
construction, testing, and inspection of the Facility for ninety (90) consecutive days, but only if such relinquishment or cessation is not caused by or attributable to an Event of Default by PacifiCorp, a request by PacifiCorp, or an event of Force Majeure.
“Affiliate” means, with respect to any entity, each entity that directly or indirectly
controls, is controlled by, or is under common control with, such designated entity, with
“control” meaning the possession, directly or indirectly, of the power to direct management and policies, whether through the ownership of voting securities or by contract or otherwise. Notwithstanding the foregoing, with respect to PacifiCorp, “Affiliate” only includes Berkshire Hathaway Energy Company and its direct, wholly owned subsidiaries.
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Exhibit 8 Page 10

“Agreement” is defined in the Recitals.
“AC” means alternating current.
“As-built Supplement” is a supplement to Exhibit B of this Agreement, as provided in Section 6.1, which provides the final “as-built” description of the Facility, including the Point of Delivery.
“Business Day” means any day on which banks in Portland, Oregon, are not
authorized or required by Requirements of Law to be closed.
“Capacity Rights” means any current or future defined characteristic, certificate, tag, credit, ancillary service or attribute thereof, or accounting construct, including any of the same counted towards any current or future resource adequacy or reserve requirements,
associated with the electric generation capability and capacity of the Facility or the Facility’s
capability and ability to produce energy. Capacity Rights are measured in MW and do not include any Tax Credits or other tax incentives existing now or in the future associated with the construction, ownership or operation of the Facility.
“Commercial Operation” means that the Expected Nameplate Capacity Rating of
the Facility is fully operational and reliable and the Facility is fully interconnected, fully
integrated, and synchronized with the System, all of which are Seller’s responsibility to receive or obtain, and which occurs when all of the following events (a) have occurred, and (b) remain simultaneously true and accurate as of the date and moment on which Seller gives PacifiCorp notice that Commercial Operation has occurred:
(i) PacifiCorp has received a letter addressed to PacifiCorp from a Licensed
Professional Engineer licensed in the state of Idaho certifying: (1) the Nameplate Capacity Rating of the Facility at the anticipated time of Commercial Operation, and (2) that the Facility is able to generate electric energy reliably in amounts expected by and consistent with the terms and conditions of this Agreement;
(ii) PacifiCorp has received a letter addressed to PacifiCorp from a Licensed
Professional Engineer certifying that, in conformance with the requirements of the Generation Interconnection Agreement: (1) all required Interconnection Facilities have been constructed, (2) all required interconnection tests have been completed, and (3) the Facility is physically interconnected with the System in conformance with the Generation Interconnection Agreement;
(iii) PacifiCorp has received a letter from a Licensed Professional Engineer
licensed in the state of Idaho addressed to PacifiCorp certifying that Seller has obtained or entered into all Required Facility Documents;
(iv) PacifiCorp has received a certificate from an officer of Seller stating that neither Seller nor the Facility are in violation of or subject to any liability under any
Requirements of Law;
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Exhibit 8 Page 11

(v) Seller has satisfied its obligation to pay for any network upgrades or other
interconnection costs required under the Generation Interconnection Agreement (as terms are defined in the Generation Interconnection Agreement); and
(vi) PacifiCorp has received the Default Security, as applicable.
Seller must provide written notice to PacifiCorp stating when Seller believes that the Facility has
achieved Commercial Operation and its Nameplate Capacity Rating accompanied by the
documentation described above. PacifiCorp must respond to Seller’s notice within ten (10) Business Days of receipt of a notice satisfying the requirements of the preceding sentence. If PacifiCorp does not respond to Seller’s complying notice within such time period, the Commercial Operation Date will be the date of PacifiCorp’s receipt of such complying notice
from Seller. If PacifiCorp informs Seller within such ten (10) Business Day period that
PacifiCorp believes the Facility has not achieved Commercial Operation, identifying the specific areas of deficiency, Seller must address the concerns stated in PacifiCorp’s deficiency notice to the reasonable satisfaction of PacifiCorp; the Commercial Operation Date will then be the date that the matters identified in PacifiCorp’s deficiency notice have been addressed to PacifiCorp’s
reasonable satisfaction.
“Commercial Operation Date” means the date that Commercial Operation is achieved for the Facility but in no event earlier than thirty (30) days before the Scheduled Commercial Operation Date.
“Commission” means the Idaho Public Utilites Commission.
“Conditional DNR Notice” is defined in Section 4.2.
“Contract Interest Rate” means the lesser of (a) the highest rate permitted under Requirements of Law or (b) 200 basis points per annum plus the rate per annum equal to the publicly announced prime rate or reference rate for commercial loans to large businesses in
effect from time to time quoted by Citibank, N.A. as its “prime rate.” If a Citibank, N.A. prime
rate is not available, the applicable prime rate will be the announced prime rate or reference rate for commercial loans in effect from time to time quoted by a bank with $10 billion or more in assets in New York City, N.Y., selected by the Party to whom interest is being paid.
“Contract Price” means the applicable price, expressed in $/MWh, for Net Output
and Capacity Rights stated in Section 5.1.1
“Contract Year” means any consecutive twelve (12) month period during the Term, commencing at 00:00 hours on the Commercial Operation Date or any of its anniversaries and ending at 24:00 hours on the last day of such twelve (12) month period.
1 Note to Form – The Contract Price in this form of agreement assumes that the QF Seller requests a fixed price
determined at the time of contract execution. This form of agreement will be revised if the QF Seller requests that
pricing be determined at the time of delivery of Net Output.
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Exhibit 8 Page 12

“Credit Requirements” means a senior, unsecured long term debt rating (or
corporate rating if such debt rating is unavailable) of (a) ‘BBB+’ or greater from S&P, or (b) ‘Baa1’ or greater form Moody’s; provided that if such ratings are split, the lower of the two ratings must be at least ‘BBB+’ or ‘Baa1’ from S&P or Moody’s, and provided further that if (a) or (b) is not available, an equivalent rating as determined by PacifiCorp through an internal
process review and utilizing a proprietary credit scoring model developed in conjunction with a
third party.
“Default Security” is an amount equal to fifty dollars ($50) per kW of the final Nameplate Capacity Rating.
“Delay Damages” for any given day are equal to (a) the Expected Net Output for
the Facility, expressed in MWhs per year, divided by 365, multiplied by (b) PacifiCorp’s Cost to
Cover.
“Effective Date” is defined in Section 2.1.
“Electric System Authority” means each of NERC, WECC, WREGIS, an RTO, a regional or sub-regional reliability council or authority, and any other similar council,
corporation, organization or body of recognized standing with respect to the operations of the
electric system in the WECC region, as such are applicable to the Seller or PacifiCorp.
“Energy Imbalance Market” means generation facilities electrically located within PacifiCorp’s balancing authority areas that are, from time to time, bid in to or otherwise subject to dispatch instructions issued or originating from the Market Operator.
“Environmental Attributes” means any and all claims, credits, benefits, emissions
reductions, offsets, and allowances associated with the avoidance of the emission of any gas, chemical, or other substance to the air, soil or water. Environmental Attributes include: (a) any avoided emissions of pollutants to the air, soil, or water such as sulfur oxides, nitrogen oxides, carbon monoxide, and other pollutants; and (b) any avoided emissions of carbon dioxide,
methane, and other greenhouse gases that have been determined by any Governmental Authority
to contribute to the actual or potential threat of altering the Earth’s climate by trapping heat in the atmosphere. Environmental Attributes do not include (i) Tax Credits or other tax incentives existing now or in the future associated with the construction, ownership or operation of the Facility, (ii) matters designated by PacifiCorp as sources of liability, or (iii) adverse wildlife or
environmental impacts.
“Environmental Contamination” means the introduction or presence of Hazardous Materials at such levels, quantities or location, or of such form or character, as to constitute a violation of federal, state or local laws or regulations, and present a material risk under federal, state or local laws and regulations that the Premises will not be available or usable for the
purposes contemplated by this Agreement.
“Event of Default” is defined in Section 11.1.
“Expected Monthly Net Output” means the estimated monthly Net Output as determined in Exhibit A.
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Exhibit 8 Page 13

“Expected Net Output” means [_____] MWh of Net Output in the first full
Contract Year reduced, as applicable, by an annual degradation factor of [__] per Contract Year, measured at the Point of Delivery. Seller estimates that the Net Output will be delivered during each Contract Year according to the Expected Monthly Net Output provided in Exhibit A, as reduced each Contract Year, as applicable, by the annual degradation factor.
“Facility” is defined in the Recitals and is more fully described in attached
Exhibit B and includes all equipment, devices, associated appurtenances owned, controlled, operated and managed by Seller in connection with, or to facilitate, the production, generation, transmission, delivery, or furnishing of electric energy by Seller to PacifiCorp and required to interconnect with the System.
“FERC” means the Federal Energy Regulatory Commission.
“Firm Market Price Index” means the hourly value calculated based on the average prices reported by the Intercontinental Exchange, Inc. (“ICE”) Day-Ahead Mid-C On-Peak Index and the ICE Day-Ahead Mid-C Off-Peak Index (each an “ICE Index”) for a given day, weighted by the count of hours for each ICE Index on such day, multiplied by the hourly
CAISO day-ahead market locational marginal price for the “PACW. DGAP_PACW-APND”
location, and divided by the average of the same CAISO index over all hours in such day. If applicable, the resulting value will be reduced by the integration costs specified in the most recent Commission order as applicable to the Facility. If any index is not available for a given period, the Firm Market Price Index will be the average price derived from days in which all
published data is available, for the same number of days immediately preceding and immediately
succeeding the period in which an index was not available, regardless of which days of the week are used for this purpose. If the Firm Market Price Index or its replacement or any component of that index or its replacement ceases to be published or available, or useful for its intended purpose under this Agreement, during the Term, the Parties must agree upon a replacement Firm Market Price Index or component that, after any necessary adjustments, provides the most
reasonable substitute quotation of the hourly price of electricity for the applicable periods.
“Force Majeure” is defined in Section 14.1.
“Forced Outage” means NERC Event Types U1, U2 and U3, as provided in attached Exhibit J, and specifically excludes any Maintenance Outage or Planned Outage.
“Generation Interconnection Agreement” means the generator interconnection
agreement entered into separately between Seller and Interconnection Provider concerning the Interconnection Facilities.
“Governmental Authority” means any supranational, federal, state or other political subdivision thereof, having jurisdiction over Seller, PacifiCorp or this Agreement,
including any municipality, township or county, and any entity or body exercising executive,
legislative, judicial, regulatory or administrative functions of or pertaining to government, including any corporation or other entity owned or controlled by any of the foregoing.
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Exhibit 8 Page 14

“Hazardous Materials” means any waste or other substance that is listed, defined,
designated or classified as or determined to be hazardous under or pursuant to any environmental law or regulation.
“Indemnified Party” is defined in Section 6.2.3(b).
“Interconnection Facilities” means all the facilities installed, or to be installed, for
the purpose of interconnecting the Facility to the System, including electrical transmission lines,
upgrades, transformers and associated equipment, substations, relay and switching equipment, and safety equipment.
“Interconnection Provider” means PacifiCorp Transmission.2
“KW” means kilowatt.
“Lender” means an entity lending money or extending credit (including any
financing lease, monetization of tax benefits, transaction with a tax equity investor, back leverage financing or credit derivative arrangement) to Seller or Seller’s Affiliates (a) for the construction, term or permanent financing or refinancing of the Facility, (b) for working capital or other ordinary business requirements for the Facility (including for the maintenance, repair, replacement or improvement of the Facility), (c) for any development financing, bridge
financing, credit support, and related credit enhancement or interest rate, currency, weather, or Environmental Attributes in connection with the development, construction or operation of the Facility, or (d) for the purchase of the Facility and related rights from Seller.
“Letter of Credit” means an irrevocable standby letter of credit in a form reasonably acceptable to PacifiCorp, naming PacifiCorp as the party entitled to demand payment
and present draw requests that:
(1) is issued by a Qualifying Institution;
(2) by its terms, permits PacifiCorp to draw up to the face amount thereof for the purpose of paying any and all amounts owing by Seller under this Agreement;
(3) permits PacifiCorp to draw the entire amount available if such letter of
credit is not renewed or replaced at least thirty (30) Business Days prior to its stated expiration date;
(4) permits PacifiCorp to draw the entire amount available if such letter of credit is not increased or replaced as and when provided in Section 8;
(5) is transferable by PacifiCorp to any party to which PacifiCorp may assign
this Agreement; and
2 Note to Form – This form of PPA assumes the QF will interconnect to PacifiCorp’s system. If the QF proposes to
interconnect to another interconnection provider, revisions to the form will be required.
6

Exhibit 8 Page 15

(6) remains in effect for at least ninety (90) days after the end of the Term.
“Liabilities” is defined in Section 12.1.1.
“Licensed Professional Engineer” means a person proposed by Seller and acceptable to PacifiCorp in its reasonable judgment who (a) to the extent mandated by Requirements of Law is licensed to practice engineering in the appropriate engineering discipline
for the required certification being made, in the United States, and in all states for which the
person is providing a certification, evaluation or opinion with respect to matters or Requirements of Law specific to such state, (b) has training and experience in the engineering disciplines relevant to the matters with respect to which such person is called upon to provide a certification, evaluation or opinion, (c) is not an employee of Seller or an Affiliate, and (d) is not a
representative of a consulting engineer, contractor, designer or other individual involved in the
development of the Facility, or a representative of a manufacturer or supplier of any equipment installed in the Facility.
“Maintenance Outage” means NERC Event Type MO, as provided in attached Exhibit J, and includes any outage involving ten percent (10%) of the Facility’s Net Output that
is not a Forced Outage or a Planned Outage.
“Market Operator” means the California Independent System Operator or any other entity performing the market operator function for the Energy Imbalance Market or any organized day-ahead or intra-hour market.
“Maximum Delivery Rate” means the maximum hourly rate of delivery of Net
Output in MWh from the Facility to the Point of Delivery, calculated on the basis of the Net
Output delivered in an hour accruing at an average rate equivalent to the actual Nameplate Capacity Rating, as stated in Exhibit A.
“Moody’s” means Moody’s Investor Services, Inc.
“MW” means megawatt.
"MWh" means megawatt-hour.
“Nameplate Capacity Rating” means the maximum installed instantaneous generation capacity of the completed Facility, expressed in MW (AC), when operated in compliance with the Generation Interconnection Agreement and consistent with the recommended power factor and operating parameters provided by the manufacturer of the
generator. The Nameplate Capacity Rating of the Facility is [__] MW.
“NERC” means the North American Electric Reliability Corporation.
“Net Output” means all energy and capacity produced by the Facility, less station use and less transformation and transmission losses and other adjustments (e.g., Seller’s load other than station use), if any. For purposes of calculating payment under this Agreement, Net Output of energy will be the amount of energy flowing through the Point of Delivery.
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Exhibit 8 Page 16

“Network Resource” is defined in the Tariff.
“Off-Peak Hours” means [To be added in PPA negotiations]. “On-Peak Hours” [To be added in PPA negotiations].
“Output” means all energy produced by the Facility.
“Pacific Prevailing Time” or “PPT” means Pacific Standard Time or Pacific Daylight Time, as applicable in Oregon on the day in question.
“PacifiCorp” is defined in the Recitals, and explicitly excludes PacifiCorp Transmission.
“PacifiCorp Indemnitees” is defined in Section 12.1.1.
“PacifiCorp Representatives” is defined in Section 6.14.
“PacifiCorp Transmission” means PacifiCorp, an Oregon corporation, acting in its interconnection or transmission function capacity.
“PacifiCorp’s Cost to Cover” means the positive difference, if any, between (a)
the time weighted average of the Firm Market Price Index for each day for which the
determination is being made, and (b) the Contract Price in effect on such days, stated as an amount per MWh.
“Party” and “Parties” are defined in the Recitals.
“Permits” means the permits, licenses, approvals, certificates, entitlements and
other authorizations issued by Governmental Authorities required for the construction,
ownership or operation of the Facility or occupancy of the Premises.
“Planned Outage” means NERC Event Type PO, as provided in attached Exhibit J, and specifically excludes any Maintenance Outage or Forced Outage.
“Point of Delivery” means the point of interconnection between the Facility and
the System, as specified in the Generation Interconnection Agreement and as further described in
Exhibit C.
“Premises” means the real property on which the Facility is or will be located, as more fully described on Exhibit B.
“Project Development Security” is an amount equal to twenty five dollars ($25)
per kW of the expected Nameplate Capacity Rating.
“Prudent Electrical Practices” means any of the practices, methods and acts engaged in or approved by a significant portion of the independent electric power generation industry for facilities of similar size and characteristics or any of the practices, methods or acts,
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Exhibit 8 Page 17

which, in the exercise of reasonable judgment in the light of the facts known at the time a
decision is made, could have been expected to accomplish the desired result at the lowest reasonable cost consistent with reliability, safety and expedition.
“PURPA” means the Public Utility Regulatory Policies Act of 1978.
“QF” means “Qualifying Facility,” as that term is defined in the FERC
regulations (codified at 18 CFR Part 292) in effect on the Effective Date.
“Qualifying Institution” means a United States commercial bank or trust company organized under the laws of the United States of America or a political subdivision thereof having assets of at least $10,000,000,000 (net of reserves) and a credit rating on its long-term senior unsecured debt of at least ‘A’ from S&P and ‘A2’ from Moody’s.
“Required Facility Documents” means the Permits and other authorizations, rights
and agreements necessary for construction, ownership, operation, and maintenance of the Facility, and to deliver the Net Output to PacifiCorp in accordance with this Agreement and Requirements of Law, including those listed in Exhibit D.
“Requirements of Law” means any applicable federal, state and local law, statute,
regulation, rule, action, order, code or ordinance enacted, adopted, issued or promulgated by any
Governmental Authority (including those pertaining to electrical, building, zoning, environmental and wildlife protection, and occupational safety and health).
“Rolling Period” means every consecutive twelve (12) month period commencing with the Commercial Operation Date through the last hour of the Term; provided, however, that
the month in which the Commercial Operation Date occurs will be considered a full month for
purposes of establishing the first Rolling Period.
“RTO” means any entity (including an independent system operator) that becomes responsible as system operator for, or directs the operation of, the System.
“S&P” means Standard & Poor’s Rating Group (a division of S&P Global, Inc.).
“Schedule 38” means Rocky Mountain Power Idaho Schedule No. 38 as attached
in Exhibit K, and as approved by the Commission on the Effective Date.
“Scheduled Commercial Operation Date” means [______].3
“Seller” is defined in the Recitals.
“Seller Indemnitees” is defined in Section 12.1.2.
“Seller’s Cost to Cover” means the positive difference, if any, between (a) the
Contract Price per MWh, and (b) the net proceeds per MWh actually realized by Seller from the
3 Note to Form – The Scheduled Commercial Operation Date stated in the Agreement may not be (i) earlier than
three (3) months following the Effective Date; or (ii) later than three (3) years following the Effective Date.
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Exhibit 8 Page 18

sale to a third party of Net Output not purchased by PacifiCorp as required under this
Agreement.
“Seller Uncontrollable Minutes” means, for the Facility in any Rolling Period, the total number of minutes during such Rolling Period during which the Facility was unable to deliver Net Output to PacifiCorp (or during which PacifiCorp failed to accept such delivery) due
to one or more of the following events, each as recorded by Seller’s SCADA and indicated by
Seller’s electronic fault log: (a) an emergency or Force Majeure event; (b) to the extent not caused by Seller’s actions or omissions, a curtailment in accordance with Section 4.5; (c) Planned Outages, but in no event exceeding [___] per Contract Year; and (d) a default by PacifiCorp; provided, however, that if any of the events described above in items (a) through (d)
occur simultaneously, then the relevant period of time will only be counted once in order to
prevent double counting. Seller Uncontrollable Minutes do not include minutes when (i) the Facility or any portion thereof was unavailable solely due to Seller’s non-conformance with the Generation Interconnection Agreement or (ii) the Facility or any portion thereof was paused or withdrawn from use by Seller for reasons other than those covered in this definition.
“System” means the electric transmission substation and transmission or
distribution facilities owned, operated or maintained by Transmission Provider, which includes the circuit reinforcements, extensions, and associated terminal facility reinforcements or additions required to interconnect the Facility, all as provided in the Generation Interconnection Agreement.
“Tariff” means PacifiCorp’s Open Access Transmission Tariff on file with FERC,
as such tariff is revised from time to time.
“Tax Credits” means any state, local and federal production and investment tax credits, tax deductions, or other tax benefits specific to the production of renewable energy or investments in renewable energy facilities.
“Term” is defined in Section 2.1.
“Termination Damages” is defined in Section 11.5.
“Transmission Provider” means PacifiCorp Transmission, including PacifiCorp’s business unit responsible for the safe and reliable operation of PacifiCorp’s balancing authority areas.
“WECC” means the Western Electricity Coordinating Council.
1.2 Rules of Interpretation. 1.2.1 General. Unless otherwise required by the context in which any term appears, (a) the singular includes the plural and vice versa; (b) references to “Articles,”
“Sections,” “Schedules,” “Appendices” or “Exhibits” are to articles, sections, schedules,
appendices or exhibits of this Agreement; (c) all references to a particular entity or an electricity market price index include a reference to such entity’s or index’s successors; (d) “herein,” “hereof” and “hereunder” refer to this Agreement as a whole; (e) all accounting terms not
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Exhibit 8 Page 19

specifically defined in this Agreement must be construed in accordance with generally accepted
accounting principles, consistently applied; (f) the masculine includes the feminine and neuter and vice versa; (g) “including” means “including, without limitation” or “including, but not limited to”; (h) all references to a particular law or statute mean that law or statute as amended from time to time; (i) all references to energy or capacity are to be interpreted as utilizing
alternating current, unless expressly stated otherwise; and (j) the word “or” is not necessarily
exclusive. Reference to “days” means calendar days, unless expressly stated otherwise in this Agreement. 1.2.2 Terms Not to be Construed For or Against Either Party. Each term in this
Agreement must be construed according to its fair meaning and not strictly for or against either
Party. 1.2.3 Headings. The headings used for the sections and articles of this Agreement are for convenience and reference purposes only and in no way affect the meaning or
interpretation of the provisions of this Agreement.
1.2.4 Interpretation with FERC Orders. Each Party conducts its operations in a manner intended to comply with FERC Order No. 717, Standards of Conduct for Transmission Providers, and its companion orders, requiring the separation of its transmission and merchant
functions. Moreover, the Parties acknowledge that Interconnection Provider’s transmission
function offers transmission service on its system in a manner intended to comply with FERC policies and requirements relating to the provision of open-access transmission service. (a) The Parties acknowledge and agree that the Generation
Interconnection Agreement is a separate and free standing contract and that the terms of this
Agreement are not binding upon the Interconnection Provider.
(b) Notwithstanding any other provision in this Agreement, nothing in the Generation Interconnection Agreement, nor any other agreement between Seller on the one hand and Transmission Provider or Interconnection Provider on the other hand, nor any alleged event of default under the Generation Interconnection Agreement, will alter or modify the
Parties’ rights, duties, and obligations in this Agreement. This Agreement will not be construed to create any rights between Seller and the Interconnection Provider or between Seller and the Transmission Provider.
(c) Seller acknowledges that, for purposes of this Agreement, the Interconnection Provider and Transmission Provider are deemed separate entities and separate
contracting parties from PacifiCorp. Seller acknowledges that PacifiCorp, acting in its merchant capacity function as purchaser in this Agreement, has no responsibility for or control over Interconnection Provider or Transmission Provider, and is not liable for any breach of agreement or duty by Interconnection Provider or Transmission Provider.
SECTION 2 TERM; MILESTONES

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2.1 Term. This Agreement is effective when executed and delivered by both Parties
(the “Effective Date”) and, unless earlier terminated as provided in this Agreement, remains in effect until [____________] (the “Term”).
2.2 Milestones. Time is of the essence in the performance of this Agreement, and Seller’s completion of the Facility and delivery of Net Output by the Scheduled Commercial
Operation Date is critically important. Therefore, Seller must achieve the milestones provided in
(a) through (e) below at the times so indicated. (a) Seller must provide a fully executed and effective Generation Interconnection Agreement to PacifiCorp before the Scheduled Commercial Operation Date.
(b) If and to the extent required by this Agreement, on or before the
thirtieth (30th) day following the Effective Date, Seller must post the Project Development Security.
(c) If and to the extent required by this Agreement, on or before the Commercial Operation Date, Seller must post the Default Security.
(d) Seller must provide PacifiCorp with documentation showing that
Seller has obtained retail electric service for the Facility before the Commercial Operation Date.
(e) Seller must cause the Facility to achieve Commercial Operation on or before the Scheduled Commercial Operation Date.
2.3 Delay Damages.

(a) If Commercial Operation is not achieved on or before the Scheduled Commercial Operation Date, Seller must pay to PacifiCorp Delay Damages from and after the Scheduled Commercial Operation Date up to, but not including, the date that the Facility achieves Commercial Operation.
(b) If the Facility does not achieve Commercial Operation by the
Scheduled Commercial Operation Date, PacifiCorp may terminate this Agreement pursuant to Section 11. In the event PacifiCorp terminates this Agreement under this Section 2.3(b), Delay Damages will cease to accrue on the earlier of (i) the date of termination or (ii) 120 days after the Scheduled Commercial Operation Date if PacifiCorp has not terminated this Agreement within
120 days following the Scheduled Commercial Operation Date. Nothing in this Agreement
precludes PacifiCorp from terminating the Agreement 120 or more days after the Scheduled Commercial Operation Date.
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Exhibit 8 Page 21

2.4 Damages Calculation. Each Party agrees that the damages PacifiCorp would
incur due to Seller’s delay in achieving Commercial Operation are difficult or impossible to predict with certainty, and that it is impractical and difficult to assess actual damages in the circumstances stated. Except for termination damages determined in accordance with Section 11.5, the Parties agree that Delay Damages are PacifiCorp’s exclusive remedy for a delay in
achieving Commercial Operation and believe that Delay Damages fairly represent actual
damages.
2.5 Damages Invoicing. By the tenth (10th) day following the end of the calendar month in which Delay Damages begin to accrue and continuing on the tenth (10th) day of each subsequent calendar month while such Delay Damages continue to accrue, PacifiCorp will
deliver to Seller an invoice for the amount of Delay Damages due PacifiCorp. No later than ten
(10) days after receiving such an invoice and subject to Sections 10.3 and 10.4, Seller must pay to PacifiCorp, by wire transfer of immediately available funds to an account specified in writing by PacifiCorp, the amount stated in such invoice.
2.6 PacifiCorp’s Right to Monitor. During the Term, Seller will allow PacifiCorp to monitor and will provide monthly updates to PacifiCorp concerning (a) the progress of Seller
regarding the acquisition, design, financing, engineering, construction and installation of the Facility, and (b) the contractors’ performance of tests required to achieve Commercial Operation. Seller must provide PacifiCorp at least one hundred and twenty (120) days prior notice of each such performance test. Notwithstanding the foregoing, nothing in this Agreement will be
construed to require PacifiCorp to monitor Seller’s development of the Facility or to review,
comment on, or approve any contract between Seller and a third party.
SECTION 3 REPRESENTATIONS AND WARRANTIES
3.1 Mutual Representations and Warranties. Each Party represents and warrants to
the other that:
3.1.1 Organization. It is duly organized and validly existing under the laws of the State of its organization.
3.1.2 Authority. It has the requisite power and authority to enter this Agreement
and to perform according to its terms. 3.1.3 Corporate Actions. It has taken all corporate actions required to be taken by it to authorize the execution, delivery and performance of this Agreement and the
consummation of the transactions contemplated.
3.1.4 No Contravention. The execution and delivery of this Agreement does not contravene any provision of, or constitute a default under, any indenture, mortgage, security instrument or undertaking, or other material agreement to which it is a party or by which it is
bound, or any valid order of any court, or any regulatory agency or other Governmental
Authority having authority to which it is subject.
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3.1.5 Valid and Enforceable Agreement. This Agreement is a valid and legally
binding obligation of it, enforceable in accordance with its terms, except as enforceability may be limited by general principles of equity or bankruptcy, insolvency, bank moratorium or similar laws affecting creditors’ rights generally and laws restricting the availability of equitable remedies.
3.2 Seller’s Further Representations, Warranties and Covenants. Seller further
represents, warrants, and covenants to PacifiCorp that: 3.2.1 Authority. Seller (a) has (or will have prior to the Commercial Operation Date) all required regulatory authority to make wholesale sales from the Facility; (b) has the
power and authority to own and operate the Facility and be present upon the Premises for the
Term; and (c) is duly qualified and in good standing under the laws of each jurisdiction where its ownership, lease or operation of property, or the conduct of its business requires such qualification.
3.2.2 No Contravention. The execution, delivery, performance and observance
by Seller of its obligations in this Agreement do not and will not: (a) contravene, conflict with or violate any provision of any material Requirements of Law presently in effect having applicability to either Seller or any owner of
Seller;
(b) require the consent or approval of or material filing or registration with any Governmental Authority or other person other than consents and approvals which are (i) provided in Exhibit D or (ii) required in connection with the construction or operation of the
Facility and expected to be obtained in due course; or
(c) result in a breach of or constitute a default under any provision of (i) any security issued by Seller or any owner of Seller, the effect of which would materially and adversely affect Seller’s performance of, or ability to perform, its obligations in this Agreement,
or (ii) any material agreement, instrument or undertaking to which either Seller or any owner or
other Affiliate of Seller is a party or by which the property of either Seller or any owner or other Affiliate of Seller is bound, the effect of which would materially and adversely affect Seller’s performance of, or ability to perform, its obligations in this Agreement.
3.2.3 Required Facility Documents. All Required Facility Documents are listed
on Exhibit D. Pursuant to the Required Facility Documents, Seller holds as of the Effective Date, or will hold by the Commercial Operation Date (or such other later date as may be specified under Requirements of Law), and will maintain for the Term all Required Facility Documents. The anticipated use of the Facility complies with all applicable restrictive covenants
affecting the Premises. Following the Commercial Operation Date, Seller must promptly notify
PacifiCorp of any additional Required Facility Documents. If reasonably requested by PacifiCorp, Seller must provide copies of any or all Required Facility Documents. 3.2.4 Delivery of Energy. Before the Commercial Operation Date, Seller must
hold all rights sufficient to enable Seller to deliver Net Output at the Nameplate Capacity Rating
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Exhibit 8 Page 23

from the Facility to the Point of Delivery pursuant to this Agreement throughout the Term.
3.2.5 Control of Premises. Seller has all legal rights necessary for the Seller to enter upon and occupy the Premises for the purpose of constructing, operating and maintaining the Facility for the Term. All leases of real property required for the operation of the Facility or
the performance of any obligations of Seller in this Agreement are identified in Exhibit E. Seller
must maintain all leases or other land grants necessary for the construction, operation and maintenance of the Facility. Upon request by PacifiCorp, Seller must provide copies of the memoranda of lease recorded in connection with the development of the Facility.
3.2.6 Litigation. No litigation, arbitration, investigation or other proceeding is
pending or, to the best of Seller’s knowledge, threatened against Seller or any Affiliate of Seller, with respect to this Agreement, the Facility, or the transactions contemplated in this Agreement. No other investigation or proceeding is pending or threatened against Seller or any Affiliate of Seller, the effect of which would materially and adversely affect Seller’s performance of its
obligations in this Agreement.
3.2.7 Eligible Contract Participant. Seller, and any guarantor of its obligations under this Agreement, is an “eligible contract participant” as that term is defined in the United States Commodity Exchange Act.

3.2.8 Undertaking of Agreement; Professionals and Experts. Seller has engaged those professional or other experts it believes necessary to understand its rights and obligations pursuant to this Agreement. In entering into this Agreement and agreeing to undertake the obligations within, Seller has investigated and determined that it is capable of performing and
has not relied upon the advice, experience or expertise of PacifiCorp in connection with the
transactions contemplated by this Agreement. 3.2.9 Verification. All information relating to the Facility, its operation and output provided to PacifiCorp and contained in this Agreement has been verified by Seller and is
true and accurate.
3.3 No Other Representations or Warranties. Each Party acknowledges that it has entered into this Agreement in reliance upon only the representations and warranties provided in this Agreement, and that no other representations or warranties have been made by the other Party with respect to the subject matter.
3.4 Continuing Nature of Representations and Warranties; Notice. The
representations and warranties provided in this Section 3 are made as of the Effective Date and deemed repeated as of the Commercial Operation Date. If at any time during the Term, either Party obtains actual knowledge of any event or information that would have caused any of the representations and warranties in this Agreement to be materially untrue or misleading at the
time given, such Party must provide the other Party with written notice of the event or
information, the representations and warranties affected, and the action, if any, which such Party intends to take to make the representations and warranties true and correct. The notice required by this section must be given as soon as practicable after the occurrence of each such event.
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Exhibit 8 Page 24

SECTION 4 DELIVERIES OF NET OUTPUT
4.1 Purchase and Sale. Subject to the provisions of this Agreement, Seller must sell and make available to PacifiCorp, and PacifiCorp must purchase and receive the entire Net Output from the Facility at the Point of Delivery. PacifiCorp is under no obligation to make any
purchase other than Net Output and is not obligated to purchase, receive or pay for Net Output
that is not delivered to the Point of Delivery.
4.2 Designation as Network Resource. Within five (5) Business Days following the Effective Date, PacifiCorp will submit an application to the Transmission Provider requesting designation of the Facility as a Network Resource, thereby authorizing transmission service under PacifiCorp’s Network Integration Transmission Service Agreement with the Transmission
Provider. If PacifiCorp is notified in writing by the Transmission Provider that designation of the Facility as a Network Resource requires the construction of transmission system network upgrades or otherwise requires potential redispatch of other Network Resources of PacifiCorp (the “Conditional DNR Notice”), the Parties will promptly meet to determine how such conditions to the Facility’s Network Resource designation may impact the Contract Price or
other terms and conditions of this PPA. If, within thirty (30) days following the date of PacifiCorp’s receipt of the Conditional DNR Notice, the Parties are unable to reach agreement on any necessary adjustments to ensure the Contract Price reflects an “avoided cost” price as determined by the Commission and PURPA, PacifiCorp will submit the matter to the
Commission for a determination on what adjustments, if any, are appropriate as a result of the
Conditional DNR Notice. PacifiCorp will submit such filing with the Commission within sixty (60) days following the date of PacifiCorp’s receipt of the Conditional DNR Notice. In the event of a Conditional DNR Notice, Seller will have the right to terminate the Agreement upon written notice to PacifiCorp and such termination by Seller will not be an Event of Default and no
damages or other liabilities under this Agreement will be owed by one Party to the other Party;
provided, however, that Seller’s right to terminate the Agreement under this Section 4.2 will cease following (a) any amendment of this Agreement associated with addressing matters covered under this Section 4.2 or (b) PacifiCorp incurring costs at Seller’s request in furtherance of addressing matters covered under this Section 4.2.
4.3 No Sales to Third Parties. During the Term, Seller will not sell any Net Output,
energy, or Capacity Rights from the Facility to any party other than PacifiCorp; provided, however, that this restriction does not apply during periods when PacifiCorp is in default under this Agreement because it has failed to accept or purchase Net Output as required under this Agreement.
4.4 Title and Risk of Loss of Net Output. Seller must deliver Net Output to the Point
of Delivery and Capacity Rights free and clear of all liens, claims and encumbrances. Title to and risk of loss of all Net Output transfers from Seller to PacifiCorp upon its delivery to PacifiCorp at the Point of Delivery. Seller is in exclusive control of, and responsible for, any damage or injury caused by, all Output up to and at the Point of Delivery. PacifiCorp is in
exclusive control of, and responsible for, any damages or injury caused by, Net Output after the
Point of Delivery.
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4.5 Curtailment. PacifiCorp is not be obligated to purchase, receive, pay for, or pay
any damages associated with, Net Output not delivered to the System or Point of Delivery due to any of the following: (a) the interconnection between the Facility and the System is disconnected, suspended or interrupted, in whole or in part, consistent with the terms of the Generation Interconnection Agreement; (b) the Market Operator or Transmission Provider
directs a general curtailment, reduction, or redispatch of generation in the area (which would
include the Net Output) for any reason (excluding curtailment of purchases for general economic reasons unilaterally directed by the Market Operator or PacifiCorp acting solely in its merchant function capacity), even if and no matter how such curtailment or redispatch directive is carried out by PacifiCorp, which may fulfill such directive by acting in its sole discretion; or if
PacifiCorp curtails or otherwise reduces the Net Output in any way in order to meet its
obligations to the Market Operator or Transmission Provider to operate within system limitations; (c) the Facility’s Output is not received because the Facility is not fully integrated or synchronized with the System; or (d) an event of Force Majeure prevents either Party from delivering or receiving Net Output. Seller will reasonably determine the MWh amount of Net
Output curtailed under this Section 4.5 based on the amount of energy that could have been
generated at the Facility and delivered to PacifiCorp as Net Output but that was not generated and delivered because of the curtailment. Seller must promptly provide PacifiCorp with access to such information and data as PacifiCorp may reasonably require to confirm to its reasonable satisfaction the amount of energy that was not generated or delivered because of a curtailment
described in this Section 4.5.
4.6 PacifiCorp as Merchant. Seller acknowledges that PacifiCorp, acting in its merchant capacity function as purchaser under this Agreement, has no responsibility for or control over PacifiCorp Transmission, in either its capacity as Transmission Provider or Interconnection Provider.
4.7 Ownership of Environmental Attributes. Seller maintains ownership of any
commercially transferrable or tradeable renewable energy credits associated with the Output.
4.8 Purchase and Sale of Capacity Rights. Seller transfers to PacifiCorp, and PacifiCorp accepts from Seller, any right, title, and interest that Seller may have in and to Capacity Rights, if any, existing during the Term. Seller represents that it has not sold, and
covenants that during the Term it will not sell or attempt to sell to any other person or entity the
Capacity Rights, if any. During the Term, Seller must not report to any person or entity that the Capacity Rights, if any, belong to anyone other than PacifiCorp. At PacifiCorp’s request, Seller must execute such documents and instruments as may be reasonably required to effect recognition and transfer of the Net Output or any Capacity Rights to PacifiCorp.
SECTION 5 CONTRACT PRICE; COSTS

5.1 Contract Price; Includes Capacity Rights. PacifiCorp will pay Seller the prices stated in Exhibit K and as described in this Section 5.1 for all deliveries of Net Output and
Capacity Rights, up to the Maximum Delivery Rate.

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5.1.1 Deliveries Prior to the Commercial Operation Date. Beginning no earlier
than ninety (90) days before the Scheduled Commercial Operation Date, PacifiCorp will pay Seller for Net Output delivered at the Point of Delivery before the Commercial Operation Date, an amount per MWh equal to the lower of (i) eighty five percent (85%) of the Firm Market Price Index for the applicable hour on the applicable day in the applicable month; and (ii) eighty five
percent (85%) of the Contract Price; provided, however, that Seller’s right to receive payment for
energy deliveries under this Section 5.1.1 is subject to PacifiCorp’s right of offset under Section 10.2 for, among other things, payment by Seller of any Delay Damages owed to PacifiCorp by Seller.
5.1.2 Commercial Operation. For the period beginning on the Commercial
Operation Date and thereafter during the Term, PacifiCorp will pay to Seller the Contract Price per MWh of Net Output delivered to the Point of Delivery, as specified in Exhibit K. The Contract Price will not be adjusted if Schedule 38 is modified during the Term of this Agreement. If PacifiCorp requests a modification to Schedule 38, including a modification to
pricing, neither Seller nor PacifiCorp will request that any change in Schedule 38 be applicable
to this Agreement.
5.2 Costs and Charges. Seller is responsible for paying or satisfying when due all costs or charges imposed in connection with the scheduling and delivery of Net Output up to and at the Point of Delivery, including transmission costs, transmission line losses, and any operation
and maintenance charges imposed by Interconnection Provider for the Interconnection Facilities.
Except as provided in Section 4.2, PacifiCorp is responsible for all costs or charges, if any, imposed in connection with the delivery of Net Output at and from the Point of Delivery. Without limiting the generality of the foregoing, Seller, in accordance with the Generation Interconnection Agreement, is responsible for all costs associated with the modifications to
Interconnection Facilities or the System (including System upgrades) caused by or related to the
Facility.
5.3 Station Service. Seller is responsible for arranging and obtaining, at its sole risk and expense, station service required for the Facility that is not provided by the Facility itself.
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5.4 Taxes. Seller must pay, or reimburse PacifiCorp for, all existing and any new
sales, use, excise, severance, ad valorem, and any other similar taxes, imposed or levied by any Governmental Authority on the Net Output or Capacity Rights up to and including the Point of Delivery, regardless of whether such taxes are imposed on PacifiCorp or Seller under Requirements of Law. PacifiCorp must pay, or reimburse Seller for, all such taxes imposed or
levied by any Governmental Authority on the Net Output or Capacity Rights beyond the Point of
Delivery, regardless of whether such taxes are imposed on PacifiCorp or Seller under Requirements of Law. The Contract Price will not be adjusted on the basis of any action of any Governmental Authority with respect to changes to or revocations of sales and use tax benefits, rebates, exception or give back. In the event any taxes are imposed on a Party for which the
other Party is responsible in this Agreement, the Party on which the taxes are imposed must
promptly provide the other Party notice and such other information as such Party reasonably requests with respect to any such taxes.
5.5 Costs of Ownership and Operation. Without limiting the generality of any other provision of this Agreement and subject to Section 5.4, Seller is solely responsible for paying
when due (a) all costs of owning and operating the Facility in compliance with existing and
future Requirements of Law and the terms and conditions of this Agreement, and (b) all taxes and charges (however characterized) now existing or later imposed on or with respect to the Facility and its operation, including any tax or charge (however characterized) payable by a generator of Environmental Attributes.
5.6 Rates Not Subject to Review. The rates for service specified in this Agreement
will remain in effect until expiration of the Term, and are not subject to change for any reason, including regulatory review, absent agreement of the Parties. Neither Party will petition FERC to amend such prices or terms, or support a petition by any other person seeking to amend such prices or terms, absent the agreement in writing of the other Party. Further, absent the agreement
in writing by both Parties, the standard of review for changes to this Agreement proposed by a
Party, a non-party or the FERC acting sua sponte will be the “public interest” application of the “just and reasonable” standard of review as described in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956), and Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956), and clarified by Morgan Stanley Capital Group. Inc. v. Public Util. Dist.
No. 1 of Snohomish, 554 U.S. 527, 128 S. Ct. 2733 (2008).
SECTION 6 OPERATION AND CONTROL

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6.1 As-Built Supplement. No later than thirty (30) days following the Commercial
Operation Date, Seller must provide PacifiCorp the As-Built Supplement which will be incorporated into Exhibit B of this Agreement. The Facility, as reflected in the As-Built Supplement to be provided under this Section, may not (a) have a Nameplate Capacity Rating that exceeds that stated in Exhibit B, or (b) result in the expected annual Net Output, as
calculated in Exhibit A, to increase by more than ten percent (10%). Seller may not modify the
Facility in a manner that materially alters the As-Built Supplement without PacifiCorp’s prior written approval (which approval may not unreasonably be withheld, conditioned or delayed), provided that PacifiCorp is not required to approve any modification of the Facility that (i) results in the Facility increasing its Nameplate Capacity Rating beyond that stated in Exhibit B,
or (ii) is reasonably likely to result in the expected annual Net Output, as calculated in Exhibit A,
to increase by more than ten percent (10%).
6.2 Standard of Facility Construction and Operation. 6.2.1 General. Seller will construct and operate all interconnected equipment
associated with the Facility within its control in accordance with all applicable federal, state, and
local laws and regulations to ensure system safety and reliability of interconnected operations. At Seller’s sole cost and expense, Seller must operate, maintain and repair the Facility in accordance with (a) the applicable and mandatory standards, criteria and formal guidelines of FERC, NERC, any RTO, and any other Electric System Authority and any successors to the
functions thereof; (b) the Permits and Required Facility Documents; (c) the Generation
Interconnection Agreement; (d) all Requirements of Law; (e) the requirements of this Agreement; and (f) Prudent Electrical Practice. Seller acknowledges that it has no claim under this Agreement against PacifiCorp with respect to any requirements imposed by or damages caused by (or allegedly caused by) the Transmission Provider or Interconnection Provider or
with respect to the provision of station service.
6.2.2 Qualified Operator. Seller or an Affiliate of Seller must operate and maintain the Facility or cause the Facility to be operated and maintained by an entity that has at least two years of experience in the operation and maintenance of similar facilities of comparable
size to the Facility. Seller must provide PacifiCorp thirty (30) days prior written notice of any
change in operator of the Facility. 6.2.3 Fines and Penalties.
(a) Without limiting a Party’s rights under Section 6.2.3(b), each Party
must pay all fines and penalties incurred by such Party on account of noncompliance by such Party with Requirements of Law as such fines and penalties relate to the subject matter of this Agreement, except where such fines and penalties are being contested in good faith through appropriate proceedings.
(b) If fines, penalties, or legal costs are assessed against or incurred by
either Party (the “Indemnified Party”) on account of any action by any Governmental Authority due to noncompliance by the other Party (the “Indemnifying Party”) with any Requirements of Law or the provisions of this Agreement, or if the performance of the Indemnifying Party is delayed or stopped by order of any Governmental Authority due to the Indemnifying Party’s
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Exhibit 8 Page 29

noncompliance with any Requirements of Law, the Indemnifying Party must indemnify and hold
harmless the Indemnified Party against any and all Liabilities suffered or incurred by the Indemnified Party as a result thereof. Without limiting the generality of the foregoing, the Indemnifying Party must reimburse the Indemnified Party for all fees, damages, or penalties imposed on the Indemnified Party by any Governmental Authority, other person or to other
utilities for violations to the extent caused by a default by the Indemnifying Party or a failure of
performance by the Indemnifying Party under this Agreement.
6.3 Interconnection. Seller is responsible for the costs and expenses associated with obtaining from the Interconnection Provider network resource interconnection service (or interconnection service of a comparable nature) for the Facility at its Nameplate Capacity Rating.
Seller has no claims under this Agreement against PacifiCorp, acting in its merchant function
capacity, with respect to any requirements imposed by or damages caused by (or allegedly caused by) acts or omissions of the Transmission Provider or Interconnection Provider, acting in such capacities, in connection with the Generation Interconnection Agreement or otherwise.
6.4 Coordination with System. Seller’s delivery of electricity to PacifiCorp under this Agreement must be at a voltage, phase, power factor, and frequency as reasonably specified by
PacifiCorp. Seller will furnish, install, operate, and maintain in good order and repair, and without cost to PacifiCorp, such switching equipment, relays, locks and seals, breakers, automatic synchronizers, and other control and protective apparatus determined by PacifiCorp to be reasonably necessary for the safe and reliable operation of the Facility in parallel with the
System, or Seller may contract with PacifiCorp to do so at the Seller’s expense. PacifiCorp must
at all times have access to all switching equipment capable of isolating the Facility from the System.
6.5 Outages.
6.5.1 Planned Outages. Seller must provide PacifiCorp with an annual forecast
of Planned Outages for each Contract Year at least one month, but no more than three months, before the first day of that Contract Year, and may update such Planned Outage schedule as necessary to comply with Prudent Electrical Practices. Any such update to the Planned Outage schedule must be promptly submitted to PacifiCorp. Except as may be required in the
Generation Interconnection Agreement, Seller may not schedule a Planned Outage during any
portion of the months of December and July, except to the extent reasonably required to enable a vendor to satisfy a guarantee requirement. 6.5.2 Maintenance Outages. If Seller reasonably determines that it is necessary
to schedule a Maintenance Outage, Seller must notify PacifiCorp of the proposed Maintenance
Outage as soon as practicable but in any event at least five (5) days before the outage begins. Seller must take all reasonable measures consistent with Prudent Electrical Practices to not schedule any Maintenance Outage during the months of December and July. Notice of a proposed Maintenance Outage by Seller must include the expected start date and time of the
outage, the amount of generation capacity of the Facility that will not be available, and the
expected completion date and time of the outage. PacifiCorp will promptly respond to such notice and may request reasonable modifications in the schedule for the outage. Seller must use all reasonable efforts to comply with any request to modify the schedule for a Maintenance
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Outage provided that such change has no substantial impact on Seller. Once the Maintenance
Outage has commenced, Seller must keep PacifiCorp apprised of any changes in the generation capacity available from the Facility during the Maintenance Outage and any changes in the expected Maintenance Outage completion date and time. As soon as practicable, any notifications given orally must be confirmed in writing. Seller make take all reasonable
measures consistent with Prudent Electrical Practices to minimize the frequency and duration of
Maintenance Outages. 6.5.3 Forced Outages. Seller must promptly provide to PacifiCorp an oral report, via telephone to a number specified by PacifiCorp (or other method approved by
PacifiCorp), of any Forced Outage resulting in more than ten percent (10%) of the Nameplate
Capacity Rating of the Facility being unavailable. This report from Seller must include the amount of the generation capacity of the Facility that will not be available because of the Forced Outage and the expected return date of such generation capacity. Seller must promptly update the report as necessary to advise PacifiCorp of changed circumstances. As soon as practicable,
the oral report must be confirmed in writing to PacifiCorp. Seller must take all reasonable
measures consistent with Prudent Electrical Practices to avoid Forced Outages and to minimize their duration. 6.5.4 Notice of Deratings and Outages. Without limiting the foregoing, Seller
will inform PacifiCorp, via telephone to a number specified by PacifiCorp (or other method
approved by PacifiCorp), of any limitations, restrictions, deratings or outages reasonably predicted by Seller to affect more than five percent (5%) of the Nameplate Capacity rating of the Facility for the following day and will promptly update such notice to the extent of any material changes in this information.
6.5.5 Effect of Outages on Estimated Output. Seller represents and warrants that the Expected Monthly Net Output provided in Exhibit A takes into account the Planned Outages, Maintenance Outages, and Forced Outages that Seller reasonably expects to encounter in the ordinary course of operating the Facility.
6.6 Scheduling.
6.6.1 Cooperation and Standards. With respect to any and all scheduling requirements, (a) Seller must cooperate with PacifiCorp with respect to scheduling Net Output, and (b) each Party will designate authorized representatives to communicate with regard to
scheduling and related matters arising under this Agreement. Each Party must comply with the
applicable variable resource standards and criteria of any applicable Electric System Authority, as applicable. 6.6.2 Schedule Coordination. If, as a result of this Agreement, PacifiCorp is
deemed by an RTO to be financially responsible for Seller’s performance under the Generation
Interconnection Agreement due to Seller’s lack of standing as a “scheduling coordinator” or other RTO-recognized designation, qualification or otherwise, then Seller most promptly take all actions necessary to acquire such RTO-recognized standing (or must contract with a third party who has such RTO-recognized standing) so that PacifiCorp is no longer responsible for Seller’s
performance under the Generation Interconnection Agreement or RTO requirement.
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6.7 Forecasting.
6.7.1 Long-Range Forecasts. Seller must, by December 1st of each year during the Term (except for the last year of the Term), provide an annual update to the expected long-term monthly/diurnal mean net energy and net capacity factor estimates (12 X 24 profile). Seller
must prepare such forecasts utilizing a renewable energy resource prediction model or service
that is satisfactory to PacifiCorp in the exercise of its reasonable discretion and comparable in accuracy to models or services commonly used in the industry. The forecasts provided by Seller must comply with all applicable Electric System Authority tariff procedures, protocols, rules and testing as necessary and as may be modified from time to time.

6.7.2 Day-Ahead Forecasts and Updates. At Seller’s expense, PacifiCorp will solicit and obtain from a qualified renewable energy production forecasting vendor forecast data and information with respect to the Facility, including day-ahead and real-time forecasting services and provision of real-time meteorological data necessary for compliance with applicable
Electric System Authority procedures, protocols, rules and testing. Upon request by PacifiCorp,
Seller must provide a 24-hour telephone number that PacifiCorp may contact to determine the then-current status of the Facility. PacifiCorp will present Seller with an invoice and documentation supporting the costs of obtaining such forecasting data. Seller must pay the amount stated on the invoice within fifteen (15) days of receipt. PacifiCorp reserves the right to
change the forecasting vendor in its sole discretion during the Term.4
6.8 Increase in Nameplate Capacity Rating; New Project Expansion or Development. If Seller elects to increase the ability of the Facility to deliver Net Output in quantities in excess of the Maximum Delivery Rate through any means, including replacement or modification of Facility equipment or related infrastructure, PacifiCorp is not required to purchase any Net
Output above the Maximum Delivery Rate. If Seller elects to build an expansion or additional
project within one mile of the Facility (measured from the nearest generation equipment at both locations), Seller may not require PacifiCorp to purchase (and PacifiCorp will have no obligation to purchase pursuant to this Agreement) the output of any such expansion or additional facility. Seller agrees that it will not seek to avoid the obligations in this Section 6.8 through use or
establishment of a special purpose entity or other Affiliate. Any such expansion or additional
facility may not materially and adversely impact the ability of either Party to fulfill its obligations under this Agreement.
6.9 Telemetering. Seller must provide telemetering equipment and facilities capable of transmitting the following information concerning the Facility pursuant to the Generation
Interconnection Agreement and to PacifiCorp on a real-time basis, and will operate such
equipment when requested by PacifiCorp to indicate: (a) instantaneous MW output at the Point of Delivery;
4 Note to Form – The language in the above Section 6.7.2 applies only to variable resource QFs. For any baseload
renewable QF, this provision will be replaced with a provision requiring Seller to provide a monthly delivery
schedule that sets forth the expected hourly delivery rate for each day of such month.
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(b) Net Output; and
(c) the Facility’s total instantaneous generation capacity.
Commencing on the date of initial deliveries under this Agreement, Seller must also transmit or otherwise make accessible to PacifiCorp any other data from the Facility that Seller receives on a real time basis, including Net Output data. Such real time data must be made available to
PacifiCorp on the same basis as Seller receives the data (e.g., if Seller receives the data in four
second intervals, PacifiCorp must also receive the data in four second intervals). If Seller uses a web-based performance monitoring system for the Facility, Seller must provide PacifiCorp access to Seller’s web-based performance monitoring system.
6.10 Transmission Provider Consent. Within ten (10) days of the Effective Date, Seller must execute and submit to PacifiCorp, a consent in the form provided in Exhibit H or as
otherwise required by Transmission Provider, that allows PacifiCorp to read the meter and receive any and all data from the Transmission Provider relating to transmission of Output or other matters relating to the Facility without the need for further consent from Seller.
6.11 Dedicated Communication Circuit. Seller must install a dedicated direct communication circuit (which may be by common carrier telephone) between PacifiCorp and the
control center in the Facility’s control room or such other communication equipment as the Parties may agree.
6.12 Reports and Records.
6.12.1 Electronic Fault Log. Seller must maintain an electronic fault log of
operations of the Facility during each hour of the Term commencing on the Effective Date. Seller must provide PacifiCorp with a copy of the electronic fault log within thirty (30) days after the end of the calendar month to which the fault log applies.
6.12.2 Other Information to be Provided to PacifiCorp. Following the Effective
Date until the Commercial Operation Date, Seller must provide to PacifiCorp a quarterly progress report stating the percentage completion of the Facility and a brief summary of construction activity during the prior quarter and contemplated for the next calendar quarter.
6.12.3 Information to Governmental Authorities. Seller must, promptly upon
written request from PacifiCorp, provide PacifiCorp with data collected by Seller related to the
construction, operation or maintenance of the Facility reasonably required for reports to any Governmental Authority or Electric System Authority, along with a statement from an officer of Seller certifying that the contents of the submittals are true and accurate to the best of Seller’s knowledge. Seller must use best efforts to provide this information to PacifiCorp sufficiently in
advance to enable PacifiCorp to review such information and meet any submission deadlines.
PacifiCorp will reimburse Seller for all of Seller’s reasonable actual costs and expenses in excess of $5,000 per year, if any, incurred in connection with PacifiCorp’s requests for information under this subsection.
6.12.4 Data Request. Seller must, promptly upon written request from
PacifiCorp, provide PacifiCorp with data collected by Seller related to the construction,
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Exhibit 8 Page 33

operation or maintenance of the Facility reasonably required for information requests from any
Governmental Authorities, state or federal agency intervener or any other party achieving intervenor status in any PacifiCorp rate proceeding or other proceeding before any Governmental Authority. Seller must use best efforts to provide this information to PacifiCorp sufficiently in advance to enable PacifiCorp to review such date and meet any submission deadlines.
PacifiCorp will reimburse Seller for all of Seller’s reasonable actual costs and expenses in excess
of $5,000 per year, if any, incurred in connection with PacifiCorp’s requests for information under this subsection. 6.12.5 Documents to Governmental Authorities. After sending or filing any
statement, application, and report or any document with any Governmental Authority or Electric
System Authority relating to operation and maintenance of the Facility, Seller must promptly provide to PacifiCorp a copy of the same. 6.12.6 Notice of Material Adverse Events. Seller must promptly notify
PacifiCorp of receipt of written notice or actual knowledge by Seller or its Affiliates of the
occurrence of any event of default under any material agreement to which Seller is a party and of any other development, financial or otherwise, which would have a material adverse effect on Seller, the Facility, or Seller’s ability to develop, construct, operate, maintain or own the Facility, including any material violation of any environmental laws or regulations arising out of the construction or operation of the Facility, or the presence of Environmental Contamination at the
Facility or on the Premises. 6.12.7 Notice of Litigation. Following its receipt of written notice or knowledge of the commencement of any action, suit, or proceeding before any court or Governmental
Authority against Seller, its members, or any Affiliate relating to the Facility or this Agreement,
or that could materially and adversely affect Seller’s performance of its obligations in this Agreement, Seller must promptly notify PacifiCorp. 6.12.8 Additional Information. Seller must provide to PacifiCorp such other
information as relevant to Seller’s performance of its obligations under this Agreement or the
Facility as PacifiCorp may, from time to time, reasonably request. 6.12.9 Confidential Treatment. The reports and other information provided to PacifiCorp under this Section 6.12 will be treated as confidential if such treatment is requested in
writing by Seller at the time the information is provided to PacifiCorp, subject to PacifiCorp’s
rights to disclose such information pursuant to Sections 6.12.3 and 6.12.4, and pursuant to any applicable Requirements of Law. Seller will have the right to seek confidential treatment of any such information from any Governmental Authority entitled to receive such information.
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6.13 Financial and Accounting Information. If PacifiCorp or one of its Affiliates
determines that, under (a) the Accounting Standards Codification (ASC) 810, Consolidation of Variable Interest Entities, and (b) Requirements of Law that it may hold a variable interest in Seller, but it lacks the information necessary to make a definitive conclusion, Seller agrees to provide, upon PacifiCorp’s written request, sufficient financial and ownership information so
that PacifiCorp or its Affiliate may confirm whether a variable interest does exist under ASC 810
and Requirements of Law. If PacifiCorp or its Affiliate determines that, under ASC 810, it holds a variable interest in Seller, Seller agrees to provide, upon PacifiCorp’s written request, sufficient financial and other information to PacifiCorp or its Affiliate so that PacifiCorp may properly consolidate the entity in which it holds the variable interest or present the disclosures required by
ASC 810 and Requirements of Law. PacifiCorp will reimburse Seller for Seller’s reasonable
costs and expenses, if any, incurred in connection with PacifiCorp’s requests for information under this Section 6.13. Seller will have the right to seek confidential treatment of any such information from any Governmental Authority entitled to receive such information.
6.14 Access Rights. Upon reasonable prior notice and subject to the prudent safety requirements of Seller, and Requirements of Law relating to workplace health and safety, Seller
must provide PacifiCorp and its authorized agents, employees and inspectors (“PacifiCorp Representatives”) with reasonable access to the Facility: (a) for the purpose of reading or testing metering equipment, (b) as necessary to witness any acceptance tests, and (c) for other reasonable purposes at the reasonable request of PacifiCorp. PacifiCorp will release Seller from
any and all Liabilities resulting from actions or omissions by any of the PacifiCorp
Representatives in connection with their access to the Facility, except to the extent such Liabilities are caused by the intentional or negligent act or omission of Seller or its agents or Affiliates.
6.15 Performance Guaranty. Seller shall provide an Output Guarantee as provided in Exhibit F.
SECTION 7 QUALIFYING FACILITY STATUS
7.1 Seller's QF Status. Seller must maintain throughout the Term the Facility’s status as a QF. Seller must provide PacifiCorp with copies of any QF certification or recertification
documentation within ten (10) days of its filing with any Governmental Authority. At any time
during the Term, PacifiCorp may require Seller to provide PacifiCorp with evidence satisfactory to PacifiCorp in its reasonable discretion that the Facility continues to qualify as a QF under all applicable requirements.
SECTION 8 SECURITY AND CREDIT SUPPORT

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8.1 Provision of Security. Seller must provide security as provided below if it does
not meet the Credit Requirements. If on the Effective Date PacifiCorp determined Seller satisfied the Credit Requirements, Seller must thereafter provide every three (3) months following the Effective Date all reasonable financial information necessary for PacifiCorp to verify Seller continues to satisfy the Credit Requirements.
8.2 Project Development Security. On or before the date specified in Section 2.2(b),
Seller must post and maintain Project Development Security in favor of PacifiCorp in the form of either (a) a guaranty from a party that satisfies the Credit Requirements, in substantially the form attached as Exhibit G, or (b) a Letter of Credit in favor of PacifiCorp, in a form acceptable to PacifiCorp in its reasonable discretion. Seller and any entity providing a guaranty must
provide within five (5) Business Days from receipt of a written request from PacifiCorp all
reasonable financial records necessary for PacifiCorp to confirm the guarantor satisfies the Credit Requirements. If the Commercial Operation Date occurs after the Scheduled Commercial Operation Date and Seller has failed to pay any Delay Damages when due under this Agreement, PacifiCorp is entitled to draw upon the Project Development Security an amount equal to the
Delay Damages until the Project Development Security is exhausted. PacifiCorp is also entitled
to draw upon the Project Development Security for other damages if this Agreement is terminated under Section 11 because of Seller’s default. Seller is no longer required to maintain the Project Development Security after the Commercial Operation Date, if no damages are owed to PacifiCorp under this Agreement and, if applicable, Default Security has been provided as
required under this Agreement. Seller may elect to apply the Project Development Security
toward the Default Security required by Section 8.3.
8.3 Default Security. On the date specified in Section 2.2(c), Seller must post and maintain Default Security in favor of PacifiCorp in the form of either (a) a guaranty from an entity that satisfies the Credit Requirements, in substantially the form attached hereto as Exhibit
G, or (b) a Letter of Credit in favor of PacifiCorp, in a form acceptable to PacifiCorp in its
reasonable discretion. Seller and any entity providing a guaranty must provide within five (5) Business Days from receipt of a written request from PacifiCorp all reasonable financial records necessary for PacifiCorp to confirm the guarantor satisfies the Credit Requirements. If no obligations remain due by Seller to PacifiCorp upon termination of the Agreement, PacifiCorp
must return any remaining Default Security to Seller within sixty (60) days following the
termination of the Agreement.
8.4 Security is Not a Limit on Seller's Liability. The security contemplated under this Agreement constitutes security for, but is not a limitation of, Seller’s obligations under this Agreement and is not PacifiCorp’s exclusive remedy for Seller’s failure to perform in
accordance with this Agreement. To the extent PacifiCorp draws on any security, Seller must,
within thirty (30) days following such draw, replenish or reinstate the security to the full amount then required under this Agreement. If at any time Seller or Seller’s credit support provider(s) fails to meet the Credit Requirements, Seller must provide replacement security meeting the requirements in this Section 8 within ten (10) Business Days after the earlier of (a) Seller’s
receipt of notice from any source that Seller or the credit support provider(s), as applicable, no
longer meets the Credit Requirements or (b) Seller’s receipt of written notice from PacifiCorp requesting the posting of alternate security.
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SECTION 9 METERING
9.1 Installation of Metering Equipment. At Seller’s expense, metering equipment must be designed, furnished, installed, owned, inspected, tested, maintained and replaced as provided in the Generation Interconnection Agreement. Seller must reasonably cooperate with
PacifiCorp in developing any metering protocols necessary for PacifiCorp to comply with the
requirements of the Market Operator.
9.2 Metering. Metering must be performed at the location and in the manner specified in Exhibit C, the Generation Interconnection Agreement, and as necessary to perform Seller’s obligations under this Agreement. All quantities of Net Output purchased must reflect the net amount of energy flowing onto the System at the Point of Delivery.
9.3 Inspection, Testing, Repair and Replacement of Meters. PacifiCorp has the right to periodically inspect, test, repair and replace the metering equipment that is provided for in the Generation Interconnection Agreement, without PacifiCorp assuming any obligations of Seller under the Generation Interconnection Agreement. If any of the inspections or tests disclose an
error exceeding 0.5 percent (0.5%), either fast or slow, the necessary corrections will be made of
previous readings for the actual period during which the metering equipment rendered inaccurate measurements if that period can be ascertained. If the actual period of error cannot be ascertained, the corrections will be made for the entire time period since the metering equipment was last inspected and verified accurate, not to exceed three (3) months. Any corrections under this Section 9.3 will be reflected as an adjustment in the next monthly invoice.
9.4 Metering Costs. To the extent not otherwise provided in the Generation Interconnection Agreement, Seller is responsible for all costs relating to all metering equipment installed to accommodate Seller’s Facility.
9.5 WREGIS Metering. Seller must cause the Facility to implement all necessary generation information communications in WREGIS, and report generation information to
WREGIS pursuant to a WREGIS-approved meter dedicated to the Facility and only the Facility.
SECTION 10 BILLINGS, COMPUTATIONS AND PAYMENTS
10.1 Monthly Invoices. On or before the tenth (10th) day following the end of each
calendar month, Seller must deliver to PacifiCorp an invoice showing Seller’s computation of
Net Output delivered to the Point of Delivery during such month. When calculating the invoice, Seller must provide computations showing the portion of Net Output that was delivered during On-Peak Hours and the portion of Net Output that was delivered during Off-Peak Hours. If such invoice is delivered by Seller to PacifiCorp, then PacifiCorp must send to Seller, on or before the
later of the twentieth (20th) day following receipt of such invoice or the thirtieth (30th) day
following the end of each month, payment for Seller’s deliveries of Net Output to PacifiCorp.
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10.2 Offsets. Either Party may offset any payment due under this Agreement against
amounts owed by the other Party pursuant under this Agreement. Either Party’s exercise of recoupment and set off rights will not limit the other remedies available to such Party under this Agreement.
10.3 Interest on Late Payments. Any amounts not paid when due under this Agreement will bear interest at the Contract Interest Rate from the date due until paid.
10.4 Disputed Amounts. If either Party, in good faith, disputes any amount due under an invoice provided under this Agreement, such Party must notify the other Party of the specific basis for the dispute and, if the invoice shows an amount due, must pay that portion of the invoice that is undisputed on or before the due date. Any such notice of dispute must be provided within two (2) years of the date of the invoice in which the error first occurred. If any
amount disputed by such Party is determined to be due the other Party, or if the Parties resolve the payment dispute, the amount due must be paid within five (5) Business Days after such determination or resolution, along with interest at the Contract Interest Rate from the date due until the date paid.
10.5 Audit Rights. Each Party, through its authorized representatives, has the right, at
its expense upon reasonable notice and during normal business hours, to examine and copy the records of the other Party to the extent reasonably necessary to verify the accuracy of any statement, charge or computation made under this Agreement or to verify the other Party’s performance of its obligations under this Agreement. Upon request, each Party must provide to the other Party statements evidencing the quantities of Net Output delivered at the Point of
Delivery. If any statement is found to be inaccurate, a corrected statement will be issued and, subject to Section 10.4, any amount due one Party to the other Party as a result of the corrected statement will be promptly paid including the payment of interest at the Contract Interest Rate from the date of the overpayment or underpayment to the date of receipt of the reconciling payment.
SECTION 11 DEFAULTS AND REMEDIES
11.1 Defaults. The following events are defaults under this Agreement, and are “Events of Defaults” after the passing of notice and cure periods, as applicable:

11.1.1 Defaults by Either Party. (a) A Party fails to make a payment when due under this Agreement if the failure is not cured within ten (10) Business Days after the non-defaulting Party gives the
defaulting Party a notice of the default.
(b) A Party (i) makes a general assignment for the benefit of its creditors; (ii) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy or similar law for the protection of creditors, or has such a petition filed against it and such petition is not withdrawn or
dismissed within sixty (60) days after such filing; (iii) becomes insolvent; or (iv) is unable to pay
its debts when due.
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(c) A Party breaches a representation or warranty in this Agreement if
the breach is not cured within thirty (30) days after the non-defaulting Party gives the defaulting Party a notice of the default; provided, however, that if such default is not reasonably capable of being cured within the thirty (30) day cure period but is reasonably capable of being cured within ninety (90) days, the defaulting Party will have an additional reasonable time to cure the default,
not to exceed ninety (90) days following the date of notice of the default by the non-defaulting
Party, if the defaulting Party provides to the non-defaulting Party a remediation plan within fifteen (15) days following the date of notice of the default by the non-defaulting Party, the non-defaulting Party approves such remediation plan, and the defaulting Party promptly commences and diligently pursues the remediation plan.
(d) A Party fails to perform any material obligation in this Agreement
for which an exclusive remedy is not provided in the Agreement and which is not otherwise an identified Event of Default in this Agreement, if the failure is not cured within thirty (30) days after the non-defaulting Party gives the defaulting Party notice of the default; provided, however, that if such default is not reasonably capable of being cured within the thirty (30) day cure period
but is reasonably capable of being cured within ninety (90) days, the defaulting Party will have
an additional reasonable time to cure the default, not to exceed ninety (90) days following the date of notice of the default by the non-defaulting Party, if the defaulting Party provides to the non-defaulting Party a remediation plan within fifteen (15) days following the date of notice of the default by the non-defaulting Party, the non-defaulting Party approves such remediation plan, and the defaulting Party promptly commences and diligently pursues the remediation plan.
11.1.2 Defaults by Seller. (a) Seller fails to post, increase, or maintain the Project Development Security or Default Security as required under this Agreement and such failure is not cured
within fifteen (15) days after Seller’s receipt of written notice from PacifiCorp.
(b) Seller fails to cause the Facility to achieve Commercial Operation on or before the Scheduled Commercial Operation Date.
(c) Seller sells Output or Capacity Rights from the Facility to a party other than PacifiCorp in breach of Section 4.3, if Seller does not permanently cease such sale and
compensate PacifiCorp for the damages arising from the breach within ten (10) days after
PacifiCorp gives Seller a notice of default.
(d) PacifiCorp receives notice of foreclosure of the Facility or any part thereof by a Lender, mechanic or materialman, or any other holder, of an unpaid lien or other charge or encumbrance, if the same has not been stayed, paid, or bonded around within ten (10) days of the date of the notice received by PacifiCorp.
(e) After the Commercial Operation Date, Seller fails to maintain any Required Facility Documents or Permits necessary to own or operate the Facility and is not able to obtain the necessary Required Facility Documents or Permits within ninety (90) days after the loss of the applicable Required Facility Documents or Permits.
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(f) Seller's Abandonment of construction or operation of the Facility
and such failure continues for thirty (30) days after Seller’s receipt of written notice from PacifiCorp.
(g) Seller fails to maintain insurance as required by the Agreement and such failure continues for fifteen (15) days after Seller’s receipt of written notice from
PacifiCorp.
(h) Seller fails to satisfy the requirements of the Performance Guaranty for two consecutive Rolling Periods.
11.2 Remedies for Failure to Deliver/Receive.
11.2.1 Remedy for Seller’s Failure to Deliver. Upon the occurrence and during
the continuation of a default of Seller under Section 11.1.2(c), Seller must pay PacifiCorp within five (5) Business Days after receipt of invoice, an amount equal to the sum of (a) PacifiCorp’s Cost to Cover multiplied by the Net Output delivered to a party other than PacifiCorp, (b) additional transmission charges, if any, reasonably incurred by PacifiCorp in moving replacement energy to the Point of Delivery or if not there, to such points in PacifiCorp’s control
area as determined by PacifiCorp, and (c) any additional cost or expense incurred as a result of Seller’s default, as determined by PacifiCorp in a commercially reasonable manner. The invoice for such amount must include a written statement explaining in reasonable detail the calculation of such amount.
11.2.2 Remedy for PacifiCorp’s Failure to Purchase. If PacifiCorp fails to receive or purchase all or part of the Net Output required to be purchased under this Agreement and such failure is not excused by Seller’s failure to perform under or comply with this Agreement, then PacifiCorp must pay Seller, on the earlier of the date payment would otherwise
be due in respect of the month in which the failure occurred or within five (5) Business Days
after receipt of invoice, an amount equal to Seller’s Cost to Cover multiplied by the amount of Net Output not purchased. The invoice for such amount must include a written statement explaining in reasonable detail the calculation of such amount.
11.2.3 Remedy for Seller’s Failure to Provide Capacity Rights. Seller is liable
for PacifiCorp’s actual damages in the event Seller fails to sell or deliver all or any portion of the Capacity Rights to PacifiCorp.
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11.3 Termination and Remedies. From and during the continuance of an Event of
Default, the non-defaulting Party will be entitled to all remedies available at law or in equity, and may terminate this Agreement by notice to the other Party designating the date of termination and delivered to the defaulting Party no less than fifteen (15) days before such termination date. The notice required under this Section 11.3 may be provided in the notice of default (and does
not have to be a separate notice) provided it complies with the terms of this Section 11.3. Seller
must provide copies of such termination notice to the notice addresses of the then-current President and General Counsel of PacifiCorp by registered overnight delivery service or by certified or registered mail, return receipt requested. Seller’s termination notice must state prominently in type font no smaller than 14-point capital letters that “THIS IS A
TERMINATION NOTICE UNDER A PPA. YOU MUST CURE A DEFAULT, OR THE PPA
WILL BE TERMINATED,” must state any amount alleged to be owed, and must include wiring instructions for payment. Notwithstanding any other provision of this Agreement to the contrary, Seller will not have any right to terminate this Agreement if the default that gave rise to the termination right is cured within fifteen (15) days of PacifiCorp’s receipt of such notice.
Further, from and after the date upon which Seller fails to remedy a default within the time
periods provided in this Agreement, and until PacifiCorp has recovered all damages incurred on account of such default by Seller, PacifiCorp may offset its damages against any payment due Seller. Except in circumstances in which a remedy provided for in this Agreement is described as a Party’s sole or exclusive remedy, the non-defaulting Party may pursue any and all legal or
equitable remedies provided by law, equity or this Agreement. The rights contemplated by this
Section 11 are cumulative such that the exercise of one or more rights does not constitute a waiver of any other rights. In the event of a termination of this Agreement: (a) Each Party must pay to the other all amounts due the other under
this Agreement for all periods prior to termination, subject to offset by the non-defaulting Party
against damages incurred by such Party.
(b) The amounts due under this Section 11.3 must be paid within thirty (30) days after the billing date for such charges and will bear interest at the Contract Interest Rate from the date of termination until the date paid. The foregoing does not extend the due date of, or provide an interest holiday for any payments otherwise due under this Agreement.
(c) Without limiting the generality of the foregoing, the provisions of Sections 4.6, 5.4, 5.5, 6.12.3, 6.12.4, 6.13, 10.3, 10.4, 10.5, 11.3, 11.4, 11.5, 11.6, 11.7, 11.8, 12, 13, 16, 17, 21, and 24 survive the termination of this Agreement.
11.4 Termination of Duty to Buy. If this Agreement is terminated because of a default
by Seller, neither Seller nor any Affiliate or successor to Seller with respect to the ownership of
the Facility or Premises, may thereafter require or seek to require PacifiCorp to make any purchases from the Facility or any electric generation facility constructed on the Premises under PURPA, or any other Requirements of Law, for any periods that would have been within the Term had this Agreement remained in effect for its maximum term. Seller agrees that it will not
seek to avoid the restrictions in this Section 11.4 through use or establishment of a special
purpose entity or other Affiliate.
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11.5 Termination Damages. If this Agreement is terminated by PacifiCorp as a result
of an Event of Default by Seller, termination damages owed by Seller to PacifiCorp will be the positive difference, if any, between (a) PacifiCorp’s estimated costs to secure replacement power for a period of twenty four (24) months following the date of termination, including any associated transmission necessary to deliver such replacement power; and (b) the Contract Price
for such twenty four (24) month period (“Termination Damages”). PacifiCorp must calculate the
Termination Damages in a commercially reasonable manner and provide to Seller a written statement explaining in reasonable detail the calculation of Termination Damages. Amounts owed pursuant to this Section 11.5 are due by Seller within ten (10) Business Days after receipt of the written statement of Termination Damages from PacifiCorp. Each Party agrees and
acknowledges that the damages that PacifiCorp would incur due to Seller’s Event of Default
would be difficult or impossible to predict with certainty, it is impractical and difficult to assess actual damages in the circumstances stated, and therefore the Termination Damages as agreed to in this Section 11.5 are a fair and reasonable calculation of such damages
11.6 Duty/Right to Mitigate. Each Party agrees that it has a duty to mitigate damages and covenants that it will use commercially reasonable efforts to minimize any damages it may
incur as a result of the other Party’s performance or non-performance. With respect to Seller, Seller must use commercially reasonable efforts to maximize the price for Net Output received by Seller from third parties, including entering into an enabling agreement with, or being affiliated with, one or more power marketers of nationally recognized standing to market such
Net Output not purchased or accepted by PacifiCorp (only during a period PacifiCorp is in
default), to the extent permitted by Requirements of Law and the Generation Interconnection Agreement. With respect to PacifiCorp, PacifiCorp must use commercially reasonable efforts to minimize the price paid to third parties for energy purchased to replace Net Output not delivered by Seller as required under this Agreement.
11.7 Security. If this Agreement is terminated because of Seller’s default, PacifiCorp
may, in addition to pursuing any and all other remedies available at law or in equity, proceed against any security held by PacifiCorp in whatever form to reduce the amounts that Seller owes PacifiCorp arising from such default.
11.8 Cumulative Remedies. Except in circumstances in which a remedy provided for
in this Agreement is described as a sole or exclusive remedy, the rights and remedies provided to
PacifiCorp in this Agreement are cumulative and not exclusive of any rights or remedies of PacifiCorp.
SECTION 12 INDEMNIFICATION AND LIABILITY
12.1 Indemnities.
12.1.1 Indemnity by Seller. To the extent permitted by Requirements of Law and subject to Section 12.1.5, Seller releases, indemnifies and holds harmless PacifiCorp, its divisions, Affiliates, and each of its and their respective directors, officers, employees, agents,
and representatives (collectively, the “PacifiCorp Indemnitees”) against and from any and all
losses, fines, penalties, claims, demands, damages, liabilities, actions or suits of any nature whatsoever (including legal costs and attorneys’ fees, both at trial and on appeal, whether or not
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suit is brought) (collectively, “Liabilities”) actually or allegedly resulting from, arising out of, or
in any way connected with, the performance by Seller of its obligations under this Agreement, or relating to the Facility or Premises, for or on account of injury, bodily or otherwise, to, or death of, or damage to, or destruction or economic loss of property of, any person or entity, except for Liabilities caused by the gross negligence or willful misconduct of any person or entity within
the PacifiCorp Indemnitees. Seller is solely responsible for (and will defend and hold PacifiCorp
harmless against) any damage that may occur as a direct result of Seller’s breach of the Generation Interconnection Agreement. 12.1.2 Indemnity by PacifiCorp. To the extent permitted by Requirements of
Law and subject to Section 12.1.5, PacifiCorp releases, indemnifies and holds harmless Seller, its
Affiliates, and each of its and their respective directors, officers, employees, agents, and representatives (collectively, the “Seller Indemnitees”) against and from any and all Liabilities actually or allegedly resulting from, arising out of, or in any way connected with, the performance by PacifiCorp of its obligations under this Agreement for or on account of injury,
bodily or otherwise, to, or death of, or damage to, or destruction or economic loss of property of,
any person or entity within the Seller Indemnitees, except for Liabilities caused by the gross negligence or willful misconduct of any person or entity within the Seller Indemnitees. 12.1.3 Additional Cross Indemnity. Without limiting Sections 12.1.1 and 12.1.2,
Seller releases, indemnifies and holds harmless the PacifiCorp Indemnitees from and against all
Liabilities related to Net Output prior to its delivery by Seller at the Point of Delivery, and PacifiCorp releases, indemnifies and holds harmless the Seller Indemnitees from and against all Liabilities related to Net Output once delivered to PacifiCorp at the Point of Delivery as provided in this Agreement, except in each case to the extent such Liabilities are attributable to the gross negligence, willful misconduct, or a breach of this Agreement by any member of the
PacifiCorp Indemnitees or the Seller Indemnitees, respectively, seeking indemnification under this Agreement. 12.1.4 No Dedication. Nothing in this Agreement will be construed to create any
duty to, any standard of care with reference to, or any liability to any person not a Party. No
undertaking by one Party to the other under any provision of this Agreement will constitute the dedication of PacifiCorp’s facilities or any portion thereof to Seller or to the public, nor affect the status of PacifiCorp as an independent public utility corporation or Seller as an independent individual or entity.

12.1.5 Consequential Damages. NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER SUCH DAMAGES ARE ALLOWED OR PROVIDED BY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE OR OTHERWISE. THE PARTIES AGREE THAT ANY LIQUIDATED DAMAGES, DELAY DAMAGES, TERMINATION DAMAGES, PACIFICORP AND SELLER COST TO COVER DAMAGES, OR OTHER SPECIFIED MEASURE OF DAMAGES EXPRESSLY PROVIDED FOR IN THIS AGREEMENT DO NOT REPRESENT SPECIAL, PUNITIVE, INDIRECT, EXEMPLARY OR CONSEQUENTIAL DAMAGES AS CONTEMPLATED IN THIS PARAGRAPH.
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SECTION 13 INSURANCE
13.1 Required Policies and Coverages. Without limiting any Liabilities or any other obligations of Seller, Seller must secure and continuously carry the insurance coverage specified on Exhibit I.
SECTION 14
FORCE MAJEURE
14.1 Definition of Force Majeure. “Force Majeure” or “an event of Force Majeure” means an event that prevents a Party from performing an obligation under this Agreement and that (a) is not reasonably anticipated as of the Effective Date, (b) is not within the reasonable control of the Party affected by the event, (c) is not the result of such Party’s negligence or
failure to act, and (d) could not be overcome by the affected Party’s use of due diligence in the circumstances. Force Majeure includes events of the following types (but only to the extent that such an event, in consideration of the circumstances, satisfies the requirements in the preceding sentence): environmental disasters; civil disturbance; sabotage; strikes; lock-outs; work stoppages; and action or restraint by court order or public or Governmental Authority (as long as
the affected Party has not applied for or assisted in the application for, and has opposed to the extent reasonable, such court or government action). Notwithstanding the foregoing, none of the following constitute Force Majeure: (i) Seller’s ability to sell, or PacifiCorp’s ability to purchase energy or capacity at a more advantageous price than is provided under this Agreement; (ii) the
cost or availability of fuel or motive force to operate the Facility; (iii) economic hardship,
including lack of money or the increased cost of electricity, steel, labor, or transportation; (iv) any breakdown or malfunction of the Facility’s equipment (including any serial equipment defect) that is not caused by an independent event of Force Majeure; (v) the imposition upon a Party of costs or taxes; (vi) delay or failure of Seller to obtain or perform any Required Facility
Document unless due to a Force Majeure event; (vii) any delay, alleged breach of contract, or
failure by the Transmission Provider or Interconnection Provider unless due to a Force Majeure event; (viii) maintenance upgrade or repair of any facilities or right of way corridors constituting part of or involving the Interconnection Facilities, whether performed by or for Seller, or other third parties (except for repairs made necessary as a result of an event of Force Majeure); (ix)
Seller’s failure to obtain, or perform under, the Generation Interconnection Agreement, or its
other contracts and obligations to transmission owner, Transmission Provider or Interconnection Provider, unless due to a Force Majeure event; or (x) any event attributable to the use of Interconnection Facilities for deliveries of Net Output to any party other than PacifiCorp.
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14.2 Suspension of Performance. Neither Party will be liable for any delay or failure
in its performance under this Agreement, nor will any delay, failure, or other occurrence or event become an Event of Default, to the extent such delay, failure, occurrence or event is substantially caused by conditions or events of Force Majeure during the continuation of the event of Force Majeure, provided that: (a) the Party affected by the Force Majeure, within five (5) days after the
occurrence of the event of Force Majeure, gives the other Party written notice describing the
particulars of the event of Force Majeure and how the event has impacted the affected Party’s obligations under this Agreement; (b) the suspension of performance of the affected Party’s obligations is of no greater scope and of no longer duration than is required to remedy the effect of the Force Majeure; and (c) the affected Party uses diligent efforts to remedy its inability to
perform.
14.3 Force Majeure Does Not Affect Other Obligations. No obligations of either Party that arose before the event of Force Majeure causing the suspension of performance or that arise after the cessation of such event of Force Majeure is excused by such event of Force Majeure.
14.4 Strikes. Notwithstanding any other provision of this Agreement, neither Party will be required to settle any strike, walkout, lockout or other labor dispute on terms which, in
the sole judgment of the Party involved in the dispute, are contrary to the Party’s best interests.
14.5 Right to Terminate. If a Force Majeure event prevents a Party from substantially performing its obligations under this Agreement for a period exceeding 180 consecutive days, then the Party not affected by the Force Majeure event may terminate this Agreement by giving
ten (10) days prior notice to the other Party. Upon such termination, neither Party will have any
liability to the other with respect to the period following the effective date of such termination; provided, however, that this Agreement will remain in effect to the extent necessary to facilitate the settlement of all liabilities and obligations arising under this Agreement before the effective date of such termination.
SECTION 15 SEVERAL OBLIGATIONS
Nothing in this Agreement will be construed to create an association, trust, partnership or joint venture or to impose a trust, partnership or fiduciary duty, obligation or Liability on or between the Parties.
SECTION 16 CHOICE OF LAW
This Agreement will be interpreted and enforced in accordance with the laws of the State of Idaho, applying any choice of law rules that may direct the application of the laws of another jurisdiction.
SECTION 17 PARTIAL INVALIDITY
If any of the terms of this Agreement are finally held or determined to be invalid, illegal or void as being contrary to any applicable law or public policy, all other terms of this Agreement will remain in effect. The Parties agree to use best efforts to amend this Agreement
to reform or replace any terms determined to be invalid, illegal or void, such that the amended
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terms (a) comply with and are enforceable under applicable law, (b) give effect to the intent of
the Parties in entering into this Agreement, and (c) preserve the balance of the economics and equities contemplated by this Agreement in all material respects.
SECTION 18 NON-WAIVER
No waiver of any provision of this Agreement will be effective unless the waiver is
provided in writing that (a) expressly identifies the provision being waived, and (b) is executed by the Party waiving the provision. A Party’s waiver of one or more failures by the other Party in the performance of any of the provisions of this Agreement will not be construed as a waiver of any other failure or failures, whether of a like kind or different nature.
SECTION 19 GOVERNMENTAL JURISDICTION AND AUTHORIZATIONS
This Agreement is subject to the jurisdiction of those Governmental Authorities having jurisdiction over either Party or this Agreement.
SECTION 20 SUCCESSORS AND ASSIGNS
20.1 Restriction on Assignments. Except as provided in this Section 20, neither Party may assign this Agreement or any of its rights or obligations without the prior written consent of the other Party.
20.2 Permitted Assignments. Notwithstanding Section 20.1, either Party may, without
the need for consent from the other Party (but with notice to the other Party, including the names of the assignees): (a) transfer, sell, pledge, encumber or assign this Agreement or the related accounts, revenues or proceeds in connection with project financing for the Facility; or (b) transfer or assign this Agreement to an Affiliate meeting the requirements of this Agreement,
provided, however, that Seller will not transfer, sell, encumber or assign this Agreement or any
interest in this Agreement to any Affiliate of PacifiCorp without the prior written consent of PacifiCorp. For any assignment under (b) above, the assignee must agree in writing to be bound by the terms and conditions of this Agreement and must possess the same or similar experience, and possess the same or better creditworthiness, as the assignor. PacifiCorp may assign this
Agreement in whole or in part without the consent of Seller to any person or entity in the event
that PacifiCorp ceases to be a load-serving entity, in which event PacifiCorp will be released from liability under this Agreement. The Party seeking to assign or transfer this Agreement is solely responsible for paying all costs of assignment.
SECTION 21 ENTIRE AGREEMENT
This Agreement supersedes all prior agreements, proposals, representations, negotiations, discussions or letters, whether oral or in writing, regarding the subject matter of this Agreement. No modification of this Agreement is effective unless it is in writing and executed by both Parties.

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SECTION 22 NOTICES
22.1 Addresses and Delivery Methods. All notices, requests, statements or payments must be made to the addresses set out in Exhibit L. In addition, copies of a notice of termination of this Agreement under Section 11.3 must contain the information required by Section 11.3 and
must be sent to the then-current President and General Counsel of PacifiCorp. Notices required
to be in writing must be delivered by letter or other tangible documentary form. Notice by overnight mail or courier will be deemed to have been given on the date and time evidenced by the delivery receipt. Notice by hand delivery will be deemed to have been given when received or hand delivered. Notice by electronic transmission is effective as of transmission, but must be
followed up by notice by registered mail or overnight carrier to be effective. Notice by certified
or registered mail, return receipt requested, will be deemed to have been given upon receipt. The Parties may change any of the persons to whom notices are addressed, or their addresses, by providing written notice in accordance with this section.
SECTION 23 PUBLICITY
23.1 News Releases and Publicity. Before Seller issues any news release or publicly distributed promotional material regarding this Agreement, Seller must first provide a copy thereof to PacifiCorp for its review. Any use of the name “Berkshire Hathaway,” in any form, requires the prior written consent of PacifiCorp.
SECTION 24
DISAGREEMENTS
24.1 Negotiations. Prior to proceeding with formal dispute resolution, the Parties must first attempt in good faith to resolve informally all disputes arising out of, related to or in connection with this Agreement. 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 executives, or if no meeting of such executives has taken place
within fifteen (15) days after such referral, either Party may initiate any legal remedies available to the Party. No statements of position or offers of settlement made in the course of the dispute process described in this section will be offered into evidence for any purpose in any litigation between the Parties, nor will any such statements or offers of settlement be used in any manner against either Party in any such litigation. Further, no such statements or offers of settlement
will constitute an admission or waiver of rights by either Party in connection with any such litigation. At the request of either Party, any such statements and offers of settlement, and all copies thereof, will be promptly returned to the Party providing the same.
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24.2 Mediation. If the dispute is not resolved under the procedures provided in Section
24.1, either Party may request that the matter be submitted to non-binding mediation. The costs of the mediation, including fees and expenses, will be borne equally by the Parties. All verbal and written communications between the Parties and issued or prepared in connection with the mediation will be deemed prepared and communicated in furtherance, and in the context, of
dispute settlement, and will be exempt from discovery and production, and will not be admissible
in evidence (whether as admission or otherwise) in any litigation or other proceedings for the resolution of the dispute.
24.3 Choice of Forum. Each Party irrevocably consents and agrees that any legal action or proceeding arising out of this Agreement or the actions of the Parties leading up to the
Agreement will be brought exclusively in the state and federal courts in Portland, Oregon. By
execution and delivery of this Agreement, each Party (a) accepts the exclusive jurisdiction of such court and waives any objection that it may now or hereafter have to the exercise of personal jurisdiction by such court over each Party for the purpose of any proceeding related to this Agreement; (b) irrevocably agrees to be bound by any final judgment (after any and all appeals)
of any such court arising out of such documents or actions; (c) irrevocably waives, to the fullest
extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any suit, action or proceedings arising out of such documents brought in such court (including any claim that any such suit, action or proceeding has been brought in an inconvenient forum) in connection herewith; (d) agrees that service of process in any such action may be effected by
mailing a copy thereof by registered or certified mail, postage prepaid, to such Party at its
address stated in this Agreement; and (e) agrees that nothing in this Agreement affects the right to effect service of process in any other manner permitted by law.
24.4 WAIVER OF JURY TRIAL. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON THIS AGREEMENT,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH
PARTY FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WITH ANY PROCEEDING IN WHICH A JURY TRIAL HAS NOT OR CANNOT BE WAIVED. THIS PARAGRAPH WILL SURVIVE THE EXPIRATION OR
TERMINATION OF THIS AGREEMENT.

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IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in their respective names as of the date last written below.
By:
Name:
Title:
Date: ___________________________
By: _____________________________
Name: ___________________________
Title: ____________________________
Date: _______________________________

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EXHIBIT A EXPECTED MONTHLY NET OUTPUT5
Month On-Peak Energy (MWh) Off-Peak Energy (MWh) Total Energy (MWh)

The energy values above will be reduced [__] each Contract Year following the Commercial Operation Date. MAXIMUM DELIVERY RATE
[__________________]

5 Note to Form – Prior to executing the Agreement, Seller will be required to provide PacifiCorp information
sufficient to allow PacifiCorp to reasonably verify the output estimates stated in Exhibit A.

Exhibit 8 Page 50

EXHIBIT B
DESCRIPTION OF SELLER’S FACILITY
[Provide a detailed description of the Facility, including the following, as applicable:]
Type (synchronous or inductive): Facility Nameplate Capacity Rating: Model:
Number of Phases:
Power factor requirements: Rated Power Factor (PF) or reactive load (kVAR): Rated Output (kW): Rated Output (kVA):
Rated Voltage (line to line):
Rated Current (A): Stator: ____ A; Rotor: ______ A Maximum kW Output: ____________ kW Maximum kVA Output: ______kVA Minimum kW Output: _________ kW

Station service requirements, and other loads served by the Facility, if any:
Location of the Facility: [Please include city and county, and legal description of parcel]

Exhibit 8 Page 51

EXHIBIT C SELLER’S INTERCONNECTION FACILITIES

[Instructions to Seller:
1. Include description of point of metering, and Point of Delivery 2. Provide interconnection single line drawing of Facility including any transmission facilities on Seller’s side of the Point of Delivery.]

Exhibit 8 Page 52

EXHIBIT D REQUIRED FACILITY DOCUMENTS [REQUIRED OF ALL FACILITIES:
QF Certification
Interconnection Agreement (or list of studies and study agreements completed as of the
Effective Date) Depending upon the type of Facility and its specific characteristics, additional Required Facility
Documents may be requested.]

Exhibit 8 Page 53

EXHIBIT E LEASES

Exhibit 8 Page 54

EXHIBIT F PERFORMANCE GUARANTY – BASELOAD RENEWABLE Output Guarantee. Seller is obligated to deliver a quantity of Net Output during each
Rolling Period which is equal to the Output Guarantee. For purposes of this Agreement, “Output
Guarantee” for any Rolling Period means the sum of (a) 90% of the Expected Net Output of the Facility for such Rolling Period, less (b) any quantities of Output that were not delivered to the Point of Delivery (or accepted by PacifiCorp) in such Rolling Period during periods constituting Seller Uncontrollable Minutes. If the quantity of Net Output delivered by the Facility during any
Rolling Period is less than the Output Guarantee for such Rolling Period, the resulting shortfall
will be expressed in MWh as the “Output Shortfall,” in accordance with the following formula: Output Shortfall = Output Guarantee minus Net Output
Liquidated Damages for Output Shortfall. If the product of the Output Shortfall calculation
provided above is a positive number, Seller will pay PacifiCorp liquidated damages equal to the product of (a) the Output Shortfall for that Rolling Period, multiplied by (b) PacifiCorp’s Cost to Cover for such Rolling Period. If the product of the Output Shortfall calculation provided above is a negative number, Seller will not be obligated to pay PacifiCorp liquidated damages for such Rolling Period. Each Party agrees and acknowledges that (i) the damages that PacifiCorp would
incur due to the Facility’s failure to achieve the Output Guarantee would be difficult or impossible to predict with certainty and (ii) the liquidated damages contemplated by this provision are a fair and reasonable calculation of such damages.
Invoicing for Output Shortfall. On the thirtieth (30th) day following the end of each Rolling
Period, PacifiCorp will deliver to Seller an invoice showing PacifiCorp’s computation of Net Output and Output Shortfall, if any, for the prior Rolling Period and any amount due to PacifiCorp for liquidated damages calculated pursuant to this Exhibit F. In preparing such invoices, PacifiCorp will utilize the meter data provided to PacifiCorp for the applicable Rolling Period,
provided that if the meter data for any portion of such Rolling Period is then incomplete or
otherwise not available, PacifiCorp may also rely on historical averages and other information as may be available to PacifiCorp at the time of invoice preparation. To the extent required, PacifiCorp will true up any such invoice as promptly as practicable following its receipt of actual results for the relevant Rolling Period. Within thirty (30) days after receiving the invoice, Seller
must either (a) pay to PacifiCorp, by wire transfer of immediately available funds to an account
specified in writing by PacifiCorp or by any other means agreed to by the Parties, the amount due in such invoice, or (b) provide a written notice to PacifiCorp disputing all or any portion of the invoice. All disputes regarding such invoices are subject to Section 10.4. Objections not made by Seller within the thirty (30) day period will be deemed waived.

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EXHIBIT G FORM OF PARENT GUARANTY

Exhibit 8 Page 56

EXHIBIT H
SELLER AUTHORIZATION TO RELEASE GENERATION DATA TO PACIFICORP
[DATE]
Director, Transmission Services
PacifiCorp 825 NE Multnomah, Suite 1600 Portland, OR 97232
To Whom it May Concern:
_______________________ (“Seller”) hereby voluntarily authorizes PacifiCorp's Transmission
business unit to share Seller's interconnection information with marketing function employees of PacifiCorp, including but not limited to those in Energy Supply Management. Seller acknowledges that PacifiCorp did not provide it any preferences, either operational or rate-related, in exchange for this voluntary consent.

_______________________

Exhibit 8 Page 57

EXHIBIT I
REQUIRED INSURANCE
1.1 Required Policies and Coverages. Without limiting any liabilities or any other obligations of Seller under this Agreement, Seller must secure and continuously carry with an insurance
company or companies rated not lower than “A-/VII” by the A.M. Best Company the insurance
coverage specified below:6
1.1.1 Workers’ Compensation.
1.1.2 Employers’ Liability.
1.1.3 Commercial General Liability.
1.1.4 Business Automobile Liability.
1.1.5 Umbrella/excess Liability.
1.1.6 Property Insurance.
1.2 Additional Provisions or Endorsements.
1.2.1 Except for workers’ compensation and property insurance, the policies required must
include provisions or endorsements as follows:
(a) naming PacifiCorp, parent, divisions, officers, directors and employees as additional insureds;
(b) include provisions that such insurance is primary insurance with respect to the interests of PacifiCorp and that any other insurance maintained by PacifiCorp is excess and not contributory insurance with the insurance required under this
schedule; and
(c) cross liability coverage or severability of interest.
1.2.2 Unless prohibited by applicable law, all required insurance policies must contain provisions that the insurer will have no right of recovery or subrogation against PacifiCorp.
1.3 Certificates of Insurance. Seller must provide PacifiCorp with certificates of insurance
within ten (10) days after the date by which such policies are required to be obtained, in ACORD or similar industry form. The certificates must indicate that the insurer will provide thirty (30) days prior written notice of cancellation. If any coverage is written on a “claims-made” basis, the certification accompanying the policy must conspicuously state that the policy is “claims made.”
1.4 Term of Commercial General Liability Coverage. Commercial general liability coverage
must be maintained by Seller for a minimum period of five (5) years after the completion of this Agreement and for such other length of time necessary to cover liabilities arising out of the activities under this Agreement.
6 Note to Form – Project-specific insurance requirements will be provided in the project-specific draft PPA, informed
by the specific details of the proposed project.

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1.5 Periodic Review. PacifiCorp may review this schedule of insurance as often as once
every two (2) years. PacifiCorp may in its discretion require Seller to make reasonable changes to the policies and coverages described in this Exhibit to the extent reasonably necessary to cause such policies and coverages to conform to the insurance policies and coverages typically obtained or required for power generation facilities comparable to the Facility at the time
PacifiCorp's review takes place.

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EXHIBIT J
NERC EVENT TYPES7
Event
Type
U1 removal of a unit from service, another outage state or a Reserve Shutdown state.
This type of outage results from immediate mechanical/electrical/hydraulic
U2 immediate removal of a unit from the in-service state but requires removal within
U3 beyond six hours but requires that a unit be removed from the in-service state before the end of the next weekend. This type of outage can only occur while the
SF within a specified startup time period following an outage or Reserve Shutdown. A startup period begins with the command to start and ends when the unit is
synchronized. An SF begins when the problem preventing the unit from
synchronizing occurs. The SF ends when the unit is synchronized or another SF
MO weekend, but requires that the unit be removed from service before the next planned outage. (Characteristically, a MO can occur any time during the year, has a flexible start date, may or may not have a predetermined duration and is usually
ME beyond its estimated completion date. This is typically used where the original scope of work requires more time to complete than originally scheduled. Do not use this where unexpected problems or delays render the unit out of service
PO predetermined duration, lasts for several weeks and occurs only once or twice a
PE estimated completion date. This is typically used where the original scope of work requires more time to complete than originally scheduled. Do not use this where unexpected problems or delays render the unit out of service beyond the

7 Note to Form – This table will be adjusted as necessary to conform with NERC requirements as they exist at the
time of PPA execution.

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EXHIBIT K
SCHEDULE 38 AND PRICING SUMMARY TABLE [Schedule 38 as it exists on the Effective Date will be inserted as Exhibit K.]

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EXHIBIT L
PARTY NOTICE INFORMATION
Notices PacifiCorp Seller
All Notices:
All Invoices:
Scheduling:
Payments:
Wire Transfer:
Credit and Collections:
Notices of an Event of Default or Potential

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