MEMORANDUM OF UNDERSTANDING

In sole consideration for allowing contractors, suppliers and Idaho Power Company (“Idaho Power”) customers (each, a “Participant”) to participate in Idaho Power Company’s (“Idaho Power”) Commercial & Industrial Energy Efficiency program (the “Program”), Participant understands, acknowledges and agrees:

Page 1 of 2 IPC CRR 129.10 (1/1/17) © 2017 Idaho Power

1. This Memorandum of Understanding (“MOU”) will commence on January 1, 2017 (“Effective Date”) and willcontinue until December 31, 2017.

2. Participant has read, understands, and shall comply with all terms and conditions set forth in the Program Terms and

Conditions set forth at http://www.idahopower.com/EnergyEfficiency/Business/termsConditions.cfm and the Program

requirements set forth at http://www.idahopower.com/pdfs/EnergyEfficiency/business/PoliciesProcedures.pdf, and therequirements identified in Idaho Power’s Lighting Tool, and in each case as any such terms, conditions, orrequirements may be amended from time to time by Idaho Power in its sole discretion.

3. That Idaho Power, at its sole discretion, may decide at any time that Participant cannot participate, cannot continue toparticipate, or does not qualify to participate in the Program, in which case this MOU shall terminate.

4. To submit Program paperwork to Idaho Power that is accurate, complete, and thorough. Incomplete paperwork willbe returned to Participant for resubmission. Should Idaho Power find that a Participant’s projects have pre and/orpost inspection discrepancies, inconsistencies, or ambiguities, Idaho Power may, at its sole discretion, perform one ormore of the following: 1) provide no future third party payments to Participant, 2) require all future projectsinvolving Participant to have a pre-inspection prior to granting preapproval and post inspection prior to processingan incentive payment, or 3) render Participant ineligible for future Program participation.

5. To maintain the appropriate license(s) and adhere to the requirements within the state where work is performed.Participant will perform all work and install energy efficient equipment in accordance with federal, state, and localapplicable safety, building, environmental, and other applicable statutes, regulations, ordinances, codes, and acceptedindustry standards. Participant’s disposal of all material including the lamps and ballasts shall be in accordance withstate, federal, and local laws. In the event supplier Participants under this MOU contract or delegate Program work tobe performed by contractors, supplier Participants shall be responsible for the acts and omissions of all suchcontractors performing work.

6. To maintain commercial general liability insurance coverage, and workers’ compensation insurance with limits notless than those required by applicable law.

7. To participate in pre and/or post retrofit inspections on projects submitted to Program for incentive payment.Idaho Power (or its contractor) may perform inspections to verify the conditions of existing lighting equipment priorto the retrofit (pre-inspection) and/or verify that what was installed (post-inspection) meets the Programrequirements. Should a discrepancy occur between the verification findings and the information submitted on theapplication, the Idaho Power findings will prevail. Projects submitted by any Participant found to have discrepancies,ambiguities, or inconsistencies between the application content and the verification findings may result in IdahoPower taking action up to and including Participant termination from Program participation, at Idaho Power’s solediscretion.

8. To participate in such reasonable training and orientation programs as shall be required by Idaho Power from time totime.

9. For third party incentive payments, Participant shall provide Idaho Power with Participant’s Taxpayer I.D.Idaho Power will report total incentives greater than $600 as income on the United States Internal Revenue Serviceform 1099. Idaho Power encourages Participant to consult a tax adviser concerning the taxability of incentives. IdahoPower is not responsible for any taxes that may be imposed due to incentive payments.

10. Idaho Power is under no obligation pursuant to this MOU to pay Participant any amount of money.

11. Participant shall indemnify, hold harmless, reimburse, and defend Idaho Power from, for, and against any actual oralleged claims, demands, damages, losses, expenses, and liabilities from third parties (collectively “Claims”) relating toor arising from Participant’s work or work performed by contractors of Participant related to the Program, providedthe Claims are not the result of bodily injury to persons or damage to property caused exclusively by the solenegligence of Idaho Power.

12. PARTICIPANT ACKNOWLEDGES AND AGREES THAT IDAHO POWER OFFERS NO WARRANTIES OF ANY KINDWHATSOEVER RELATED TO THIS MOU OR THE PROGRAM, AND THAT IDAHO POWER MAY DISCONTINUE THEPROGRAM AT ANY TIME AND FOR ANY REASON WITHOUT NOTICE TO PARTICIPANT.

Page 2 of 2 IPC CRR 129.10 (1/1/17) © 2017 Idaho Power

Authorized Contact (PLEASE PRINT NAME) Authorized Signature Date

Title Email

Legal Business Name Electrical Contractor License Number (Must have a valid electrical contractor license in the state where you will perform the work and all those performing the work must be properly licensed in the state where work is performed)

Business Name for Use in Program Promotional Materials

Address Phone

City ST Zip E-mail

13. Any obligation in this MOU, which may involve performance subsequent to expiration or termination of this MOU, orwhich cannot be ascertained or fully performed until after expiration or termination of this MOU, including withoutlimitation, indemnification, waiver, and limitation of liability, shall survive.

14. Waivers of any right, privilege, claim, obligation, condition, or default shall be in writing and signed by the waivingparty. No waiver of either Idaho Power or Participant of any breach of this MOU shall be a waiver of any preceding orsucceeding breach, and no waiver by either Idaho Power or Participant of any right under this MOU shall be construedas a waiver of any other right.

15. In no event shall Participant bring an action against Idaho Power, nor shall Idaho Power be liable to Participant for,any direct, indirect, special, incidental or consequential damages of any nature or kind, whether in contract, warranty,tort, negligence, strict liability, or otherwise, arising out of or resulting from this MOU, or any terms and conditions ofthe Program.

16. Neither this MOU nor Participant’s participation in the Program shall create any employment or agency relationshipbetween Participant and Idaho Power, and nothing in this MOU shall be construed or interpreted to place anyobligation on Idaho Power to pay Participant any amounts as a result of Participant’s participation in or expresslyreferenced in the Program.

17. This MOU constitutes the entire understanding between Participant and Idaho Power with respect to the subjectmatter of this MOU. Participant agrees that there are no oral or written understandings, representations orcommitments of any kind, express or implied, which are not expressly set forth in this MOU.

By signing below you agree that you have read, understand and agree to comply with all terms and conditions set forth in this MOU, and all Program Terms and Conditions and Program requirements set forth at the Idaho Power websites referenced above.

Primary Contact to Receive Communication from Idaho Power

E-mail completed and signed MOU (both pages) to lighting@idahopower.com.

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