UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
Indicate by check mark whether
the registrants (1) have filed all reports required to be filed by Section 13
or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrants were required to file such
reports), and (2) have been subject to such filing requirements for the past 90
days. Yes
X
No ___
Indicate by check mark whether the
registrants have submitted electronically and posted on their corporate Web
sites, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for
such shorter period that the registrants were required to submit and post such
files). IDACORP, Inc.: Yes
X
No ___ Idaho Power
Company: Yes
No ___
Indicate by check mark whether the
registrants are large accelerated filers, accelerated filers, non-accelerated
filers, or smaller reporting companies. See the definitions of large
accelerated filer, accelerated filer and smaller reporting company in Rule
12b-2 of the Exchange Act (check one):
IDACORP, Inc.: |
||||||||
|
Large accelerated filer |
X |
Accelerated filer |
|
Non-accelerated filer |
|
Smaller reporting company |
|
Idaho Power Company: |
||||||||
|
Large accelerated filer |
|
Accelerated filer |
|
Non-accelerated filer |
X |
Smaller reporting company |
|
Indicate by check mark whether the
registrants are shell companies (as defined in Rule 12b-2 of the Exchange Act).
Yes ___ No
X
Number of shares of common stock outstanding as of July 31, 2010: |
|
IDACORP, Inc.: |
48,184,956 |
Idaho Power Company: |
39,150,812, all held by IDACORP, Inc. |
This combined Form 10-Q represents
separate filings by IDACORP, Inc. and Idaho Power Company. Information
contained herein relating to an individual registrant is filed by that
registrant on its own behalf. Idaho Power Company makes no representations as
to the information relating to IDACORP, Inc.s other operations.
Idaho Power Company meets the
conditions set forth in General Instructions H(1)(a) and (b) of Form 10-Q and
is therefore filing this Form with the reduced disclosure format.
COMMONLY USED TERMS |
||
|
||
ADITC |
- |
Accumulated Deferred Investment Tax Credits |
AFUDC |
- |
Allowance for Funds Used During Construction |
APCU |
- |
Annual Power Cost Update |
BCC |
- |
Bridger Coal Company, a joint venture of IERCo |
Cal ISO |
- |
California Independent System Operator |
CalPX |
- |
California Power Exchange |
CAMP |
- |
Comprehensive Aquifer Management Plan |
CO 2 |
- |
Carbon Dioxide |
EIS |
- |
Environmental Impact Statement |
EPA |
- |
Environmental Protection Agency |
EPS |
- |
Earnings per share |
ESA |
- |
Endangered Species Act |
ESPA |
- |
Eastern Snake Plain Aquifer |
FCA |
- |
Fixed Cost Adjustment mechanism |
FERC |
- |
Federal Energy Regulatory Commission |
GHG |
- |
Greenhouse gas |
HCC |
- |
Hells Canyon Complex |
Ida-West |
- |
Ida-West Energy, a subsidiary of IDACORP, Inc. |
IE |
- |
IDACORP Energy, a subsidiary of IDACORP, Inc. |
IERCo |
- |
Idaho Energy Resources Co., a subsidiary of Idaho Power Company |
IFS |
- |
IDACORP Financial Services, a subsidiary of IDACORP, Inc. |
IPUC |
- |
Idaho Public Utilities Commission |
IRP |
- |
Integrated Resource Plan |
IRS |
- |
Internal Revenue Service |
IWRB |
- |
Idaho Water Resource Board |
kW |
- |
Kilowatt |
MD&A |
- |
Managements Discussion and Analysis of Financial Condition and Results of Operations |
MW |
- |
Megawatt |
MWh |
- |
Megawatt-hour |
NOx |
- |
Nitrogen Oxide |
O&M |
- |
Operations and Maintenance |
OATT |
- |
Open Access Transmission Tariff |
OPUC |
- |
Oregon Public Utility Commission |
PCA |
- |
Power Cost Adjustment |
PCAM |
- |
Power Cost Adjustment Mechanism |
PURPA |
- |
Public Utility Regulatory Policies Act of 1978 |
REC |
- |
Renewable Energy Certificate |
RH BART |
- |
Regional Haze - Best Available Retrofit Technology |
RPS |
- |
Renewable Portfolio Standards |
SEC |
- |
Securities and Exchange Commission |
SO 2 |
- |
Sulfur Dioxide |
SRBA |
- |
Snake River Basin Adjudication |
Valmy |
- |
North Valmy Steam Electric Generating Plant |
VIEs |
- |
Variable Interest Entities |
WECC |
- |
Western Electricity Coordinating Council |
2
TABLE OF CONTENTS |
||||
Page |
||||
Part I. Financial Information: |
|
|||
|
|
|||
|
Item 1. Financial Statements (unaudited) |
|
||
|
|
IDACORP, Inc.: |
|
|
|
|
|
4 |
|
|
|
|
5-6 |
|
|
|
|
7 |
|
|
|
|
8 |
|
|
|
|
9 |
|
|
|
Idaho Power Company: |
|
|
|
|
|
10 |
|
|
|
|
11-12 |
|
|
|
|
13 |
|
|
|
|
14 |
|
|
|
|
15 |
|
|
|
16-36 |
||
|
|
37-38 |
||
|
|
|
|
|
|
Item 2. Managements Discussion and Analysis of Financial Condition and Results of |
|
||
|
|
|
Operations |
39-74 |
|
|
|
|
|
|
Item 3. Quantitative and Qualitative Disclosures About Market Risk |
75 |
||
|
|
|
|
|
|
76 |
|||
|
|
|
|
|
Part II. Other Information: |
|
|||
|
|
|
||
|
76 |
|||
|
|
|
||
|
76-78 |
|||
|
|
|||
|
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds |
78-79 |
||
|
||||
|
80 |
|||
|
|
|
||
81 |
||||
|
|
|||
82 |
||||
|
|
SAFE HARBOR STATEMENT
This report on Form
10-Q contains forward-looking statements intended to qualify for the safe
harbor from liability established by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements should be read with the cautionary
statements and important factors included in this Form 10-Q at Part I, Item 2- MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS -
FORWARD-LOOKING INFORMATION, and Part II, Item 1A RISK FACTORS, and in
IDACORP Inc.s and Idaho Power Companys Annual Report on Form 10-K for the
year ended December 31, 2009, at Part I, Item 1A- RISK FACTORS. Forward-looking
statements are all statements other than statements of historical fact,
including, without limitation, those that are identified by the use of the
words anticipates, believes, estimates, expects, intends, plans, predicts,
projects, may result, may continue, or similar expressions.
3
PART
I FINANCIAL INFORMATION
Condensed Consolidated Statements of Income
(unaudited)
Three months ended |
Six months ended |
||||||||
June 30, |
June 30, |
||||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
(thousands of dollars except for per share amounts) |
|||||||||
Operating Revenues: |
|||||||||
Electric utility: |
|||||||||
General business |
$ |
204,277 |
$ |
198,215 |
$ |
408,022 |
$ |
386,142 |
|
Off-system sales |
17,769 |
26,667 |
52,175 |
55,198 |
|||||
Other revenues |
18,744 |
17,636 |
33,053 |
29,207 |
|||||
Total electric utility revenues |
240,790 |
242,518 |
493,250 |
470,547 |
|||||
Other |
963 |
1,116 |
1,466 |
1,661 |
|||||
Total operating revenues |
241,753 |
243,634 |
494,716 |
472,208 |
|||||
Operating Expenses: |
|||||||||
Electric utility: |
|||||||||
Purchased power |
30,349 |
26,867 |
51,523 |
60,568 |
|||||
Fuel expense |
27,558 |
24,475 |
64,744 |
63,608 |
|||||
Power cost adjustment |
28,071 |
26,762 |
76,395 |
42,621 |
|||||
Other operations and maintenance |
75,125 |
74,593 |
147,219 |
143,133 |
|||||
Energy efficiency programs |
8,765 |
8,673 |
13,799 |
12,731 |
|||||
Depreciation |
28,726 |
26,832 |
57,309 |
52,795 |
|||||
Taxes other than income taxes |
5,805 |
5,088 |
11,485 |
10,150 |
|||||
Total electric utility expenses |
204,399 |
193,290 |
422,474 |
385,606 |
|||||
Other expense |
749 |
872 |
1,590 |
1,495 |
|||||
Total operating expenses |
205,148 |
194,162 |
424,064 |
387,101 |
|||||
Operating Income |
36,605 |
49,472 |
70,652 |
85,107 |
|||||
Other Income, Net |
3,012 |
4,058 |
7,493 |
10,979 |
|||||
Earnings (Losses) of Unconsolidated Equity- |
|||||||||
Method Investments |
380 |
(2,620) |
(1,998) |
(2,218) |
|||||
Interest Expense: |
|||||||||
Interest on long-term debt |
19,427 |
18,282 |
38,868 |
34,922 |
|||||
Other interest expense, net of AFUDC |
(2,038) |
(117) |
(2,491) |
719 |
|||||
Total interest expense |
17,389 |
18,165 |
36,377 |
35,641 |
|||||
Income Before Income Taxes |
22,608 |
32,745 |
39,770 |
58,227 |
|||||
Income Tax (Benefit) Expense |
(16,629) |
5,175 |
(15,324) |
11,970 |
|||||
Net Income |
39,237 |
27,570 |
55,094 |
46,257 |
|||||
Adjustment for (income) loss attributable to |
|||||||||
noncontrolling interests |
(28) |
(95) |
178 |
102 |
|||||
Net Income Attributable to IDACORP, Inc. |
$ |
39,209 |
$ |
27,475 |
$ |
55,272 |
$ |
46,359 |
|
Weighted Average Common Shares Outstanding- |
|||||||||
Basic (000s) |
47,888 |
46,958 |
47,831 |
46,895 |
|||||
Weighted Average Common Shares Outstanding- |
|||||||||
Diluted (000s) |
48,048 |
46,977 |
47,966 |
46,927 |
|||||
Earnings Per Share of Common Stock: |
|||||||||
Earnings Attributable to IDACORP, Inc.-Basic |
$ |
0.82 |
$ |
0.59 |
$ |
1.16 |
$ |
0.99 |
|
Earnings Attributable to IDACORP, Inc.-Diluted |
$ |
0.82 |
$ |
0.58 |
$ |
1.15 |
$ |
0.99 |
|
Dividends Declared Per Share of Common Stock |
$ |
0.30 |
$ |
0.30 |
$ |
0.60 |
$ |
0.60 |
|
The accompanying notes are an integral part of these statements. |
4
IDACORP,
Inc.
Condensed Consolidated Balance Sheets
(unaudited)
June 30, |
December 31, |
|||
|
2010 |
2009 |
||
Assets |
(thousands of dollars) |
|||
Current Assets: |
||||
Cash and cash equivalents |
$ |
29,488 |
$ |
52,987 |
Receivables: |
||||
Customer (net of allowance of $1,311 and $1,805, respectively) |
64,216 |
74,987 |
||
Other (net of allowance of $1,457 and $1,073, respectively) |
23,171 |
11,922 |
||
Taxes receivable |
1,874 |
- |
||
Accrued unbilled revenues |
51,399 |
51,272 |
||
Materials and supplies (at average cost) |
47,436 |
48,054 |
||
Fuel stock (at average cost) |
29,206 |
25,634 |
||
Prepayments |
10,340 |
11,111 |
||
Deferred income taxes |
31,817 |
31,773 |
||
Other |
5,917 |
2,666 |
||
Total current assets |
294,864 |
310,406 |
||
|
||||
Investments |
197,657 |
195,298 |
||
|
||||
Property, Plant and Equipment: |
||||
Utility plant in service |
4,212,394 |
4,160,178 |
||
Accumulated provision for depreciation |
(1,586,118) |
(1,558,538) |
||
Utility plant in service- net |
2,626,276 |
2,601,640 |
||
Construction work in progress |
363,982 |
289,188 |
||
Utility plant held for future use |
7,106 |
7,151 |
||
Other property, net of accumulated depreciation |
18,807 |
19,029 |
||
Property, plant and equipment- net |
3,016,171 |
2,917,008 |
||
|
||||
Other Assets: |
||||
American Falls and Milner water rights |
22,641 |
24,226 |
||
Company-owned life insurance |
27,079 |
26,654 |
||
Regulatory assets |
676,820 |
720,401 |
||
Long-term receivables (net of allowance of $1,861 and $2,157, respectively) |
3,993 |
4,217 |
||
Other |
41,562 |
40,517 |
||
Total other assets |
772,095 |
816,015 |
||
Total |
$ |
4,280,787 |
$ |
4,238,727 |
|
||||
The accompanying notes are an integral part of these statements. |
5
IDACORP,
Inc.
Condensed Consolidated Balance Sheets
(unaudited)
June 30, |
December 31, |
|||
|
2010 |
2009 |
||
Liabilities and Equity |
(thousands of dollars) |
|||
Current Liabilities: |
||||
Current maturities of long-term debt |
$ |
129,800 |
$ |
9,340 |
Notes payable |
17,500 |
53,750 |
||
Accounts payable |
78,075 |
83,818 |
||
Taxes accrued |
21,456 |
10,184 |
||
Interest accrued |
21,821 |
20,056 |
||
Other |
70,323 |
41,081 |
||
Total current liabilities |
338,975 |
218,229 |
||
|
||||
Other Liabilities: |
||||
Deferred income taxes |
559,862 |
574,450 |
||
Regulatory liabilities |
301,568 |
287,780 |
||
Other |
357,740 |
346,994 |
||
Total other liabilities |
1,219,170 |
1,209,224 |
||
|
||||
Long-Term Debt |
1,288,802 |
1,409,730 |
||
|
||||
Commitments and Contingencies |
||||
Equity: |
||||
IDACORP, Inc. shareholders equity: |
||||
Common stock, no par value (120,000,000 shares authorized; |
||||
48,164,439 and 47,925,882 shares issued, respectively) |
762,903 |
756,475 |
||
Retained earnings |
675,601 |
649,180 |
||
Accumulated other comprehensive loss |
(8,678) |
(8,267) |
||
Treasury stock (7,365 and 29,191 shares at cost, respectively) |
(17) |
(53) |
||
Total IDACORP, Inc. shareholders equity |
1,429,809 |
1,397,335 |
||
Noncontrolling interest |
4,031 |
4,209 |
||
Total equity |
1,433,840 |
1,401,544 |
||
Total |
$ |
4,280,787 |
$ |
4,238,727 |
The accompanying notes are an integral part of these statements. |
6
IDACORP,
Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
Six months ended |
|||
|
June 30, |
|||
|
2010 |
2009 |
||
Operating Activities: |
(thousands of dollars) |
|||
Net income |
$ |
55,094 |
$ |
46,257 |
Adjustments to reconcile net income to net cash provided by |
|
|
||
operating activities: |
|
|
||
Depreciation and amortization |
61,023 |
55,434 |
||
Deferred income taxes and investment tax credits |
(19,726) |
7,548 |
||
Changes in regulatory assets and liabilities |
78,974 |
38,358 |
||
Non-cash pension expense |
2,952 |
2,209 |
||
Losses of unconsolidated equity-method investments |
1,998 |
2,218 |
||
Distributions from unconsolidated equity-method investments |
- |
7,710 |
||
Allowance for other funds used during construction |
(8,020) |
(2,498) |
||
Other non-cash adjustments to net income, net |
(148) |
1,728 |
||
Change in: |
|
|
||
Accounts receivable and prepayments |
6,613 |
(8,869) |
||
Accounts payable and other accrued liabilities |
(8,495) |
(28,293) |
||
Taxes accrued/receivable |
9,279 |
18,155 |
||
Other current assets |
(3,081) |
(11,940) |
||
Other current liabilities |
18,215 |
(1,464) |
||
Other assets |
(2,512) |
(1,831) |
||
Other liabilities |
(4,951) |
(14,090) |
||
Net cash provided by operating activities |
187,215 |
110,632 |
||
Investing Activities: |
|
|
||
Additions to property, plant and equipment |
(166,687) |
(100,271) |
||
Proceeds from the sale of utility assets |
19,230 |
- |
||
Proceeds from the sale of non-utility assets |
- |
2,250 |
||
Investments in affordable housing |
(6,147) |
(6,174) |
||
Proceeds from the sale of emission allowances and renewable energy certificates |
3,497 |
2,341 |
||
Investments in unconsolidated affiliates |
(2,020) |
- |
||
Proceeds from the sale of available-for-sale securities |
- |
8,965 |
||
Other |
3,468 |
(3,319) |
||
Net cash used in investing activities |
(148,659) |
(96,208) |
||
Financing Activities: |
|
|
||
Issuance of long-term debt |
- |
100,000 |
||
Retirement of long-term debt |
(1,064) |
(8,735) |
||
Dividends on common stock |
(28,830) |
(28,230) |
||
Net change in short-term borrowings |
(36,250) |
(72,151) |
||
Issuance of common stock |
5,299 |
4,927 |
||
Acquisition of treasury stock |
(846) |
(1,408) |
||
Other |
(364) |
(1,653) |
||
Net cash used in financing activities |
(62,055) |
(7,250) |
||
Net (decrease) increase in cash and cash equivalents |
(23,499) |
7,174 |
||
Cash and cash equivalents at beginning of the period |
52,987 |
8,828 |
||
Cash and cash equivalents at end of the period |
$ |
29,488 |
$ |
16,002 |
Supplemental Disclosure of Cash Flow Information: |
|
|
||
Cash (received) paid during the period for: |
|
|
||
Income taxes |
$ |
(3,387) |
$ |
(11,785) |
Interest (net of amount capitalized) |
$ |
33,662 |
$ |
32,956 |
Non-cash investing activities |
|
|
||
Additions to property, plant and equipment in accounts payable |
$ |
21,435 |
$ |
5,578 |
Investments in affordable housing |
$ |
3,168 |
$ |
6,000 |
The accompanying notes are an integral part of these statements. |
7
IDACORP,
Inc.
Condensed Consolidated Statements of
Comprehensive Income
(unaudited)
Three months ended |
||||
June 30, |
||||
|
2010 |
2009 |
||
(thousands of dollars) |
||||
Net Income |
$ |
39,237 |
$ |
27,570 |
Other Comprehensive Income (Loss): |
||||
Net unrealized holding (losses) gains arising during the period, |
||||
net of tax of ($758) and $734 |
(1,181) |
1,143 |
||
Unfunded pension liability adjustment, net of tax |
||||
of $114 and $87 |
177 |
136 |
||
Total Comprehensive Income |
38,233 |
28,849 |
||
Comprehensive income attributable to noncontrolling interests |
(28) |
(95) |
||
Comprehensive Income Attributable to IDACORP, Inc. |
$ |
38,205 |
$ |
28,754 |
The accompanying notes are an integral part of these statements. |
IDACORP,
Inc.
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
Six months ended |
||||
June 30, |
||||
|
2010 |
2009 |
||
(thousands of dollars) |
||||
Net Income |
$ |
55,094 |
$ |
46,257 |
Other Comprehensive Income (Loss): |
||||
Net unrealized holding (losses) gains arising during the period, |
||||
net of tax of ($492) and $164 |
(765) |
256 |
||
Unfunded pension liability adjustment, net of tax |
||||
of $227 and $174 |
354 |
272 |
||
Total Comprehensive Income |
54,683 |
46,785 |
||
Comprehensive loss attributable to noncontrolling interests |
178 |
102 |
||
Comprehensive Income Attributable to IDACORP, Inc. |
$ |
54,861 |
$ |
46,887 |
The accompanying notes are an integral part of these statements. |
8
IDACORP,
Inc.
Condensed Consolidated Statements of Equity
(unaudited)
Six months ended |
||||
June 30, |
||||
|
2010 |
2009 |
||
|
(thousands of dollars) |
|||
Common Stock |
||||
Balance at beginning of period |
$ |
756,475 |
$ |
729,576 |
Issued |
5,299 |
4,927 |
||
Other |
1,129 |
377 |
||
Balance at end of period |
762,903 |
734,880 |
||
|
|
|||
Retained Earnings |
||||
Balance at beginning of period |
649,180 |
581,605 |
||
Net income attributable to IDACORP, Inc. |
55,272 |
46,359 |
||
Common stock dividends ($0.60 per share) |
(28,851) |
(28,229) |
||
Balance at end of period |
675,601 |
599,735 |
||
|
|
|||
Accumulated Other Comprehensive Income (Loss) |
||||
Balance at beginning of period |
(8,267) |
(8,707) |
||
Unrealized (loss) gain on securities (net of tax) |
(765) |
256 |
||
Unfunded pension liability adjustment (net of tax) |
354 |
272 |
||
Balance at end of period |
(8,678) |
(8,179) |
||
|
|
|||
Treasury Stock |
||||
Balance at beginning of period |
(53) |
(37) |
||
Issued |
882 |
1,424 |
||
Acquired |
(846) |
(1,408) |
||
Balance at end of period |
(17) |
(21) |
||
Total IDACORP, Inc. shareholders equity at end of period |
1,429,809 |
1,326,415 |
||
|
|
|||
Noncontrolling Interests |
||||
Balance at beginning of period |
4,209 |
4,434 |
||
Net loss attributed to noncontrolling interest |
(178) |
(102) |
||
Other |
- |
(250) |
||
Balance at end of period |
4,031 |
4,082 |
||
Total equity at end of period |
$ |
1,433,840 |
$ |
1,330,497 |
The accompanying notes are an integral part of these statements. |
9
Idaho
Power Company
Condensed Consolidated Statements of Income
(unaudited)
Three months ended |
Six months ended |
||||||||
June 30, |
June 30, |
||||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
(thousands of dollars) |
|||||||||
Operating Revenues: |
|||||||||
General business |
$ |
204,277 |
$ |
198,215 |
$ |
408,022 |
$ |
386,142 |
|
Off-system sales |
17,769 |
26,667 |
52,175 |
55,198 |
|||||
Other revenues |
18,744 |
17,636 |
33,053 |
29,207 |
|||||
Total operating revenues |
240,790 |
242,518 |
493,250 |
470,547 |
|||||
Operating Expenses: |
|||||||||
Operation: |
|||||||||
Purchased power |
30,349 |
26,867 |
51,523 |
60,568 |
|||||
Fuel expense |
27,558 |
24,475 |
64,744 |
63,608 |
|||||
Power cost adjustment |
28,071 |
26,762 |
76,395 |
42,621 |
|||||
Other operations and maintenance |
75,125 |
74,593 |
147,219 |
143,133 |
|||||
Energy efficiency programs |
8,765 |
8,673 |
13,799 |
12,731 |
|||||
Depreciation |
28,726 |
26,832 |
57,309 |
52,795 |
|||||
Taxes other than income taxes |
5,805 |
5,088 |
11,485 |
10,150 |
|||||
Total operating expenses |
204,399 |
193,290 |
422,474 |
385,606 |
|||||
Income from Operations |
36,391 |
49,228 |
70,776 |
84,941 |
|||||
Other Income (Expense): |
|||||||||
Allowance for equity funds used during construction |
4,362 |
1,734 |
8,020 |
2,498 |
|||||
Earnings (losses) of unconsolidated equity-method |
|||||||||
investments |
1,987 |
(649) |
2,335 |
2,653 |
|||||
Other (expense) income, net |
(1,410) |
1,648 |
(1,171) |
7,944 |
|||||
Total other income |
4,939 |
2,733 |
9,184 |
13,095 |
|||||
Interest Charges: |
|||||||||
Interest on long-term debt |
19,427 |
18,268 |
38,868 |
34,835 |
|||||
Other interest |
1,178 |
1,350 |
2,031 |
2,929 |
|||||
Allowance for borrowed funds used during construction |
(3,287) |
(1,658) |
(5,478) |
(2,785) |
|||||
Total interest charges |
17,318 |
17,960 |
35,421 |
34,979 |
|||||
Income Before Income Taxes |
24,012 |
34,001 |
44,539 |
63,057 |
|||||
Income Tax (Benefit) Expense |
(14,816) |
7,675 |
(12,510) |
17,447 |
|||||
Net Income |
$ |
38,828 |
$ |
26,326 |
$ |
57,049 |
$ |
45,610 |
|
The accompanying notes are an integral part of these statements. |
|||||||||
10
Idaho
Power Company
Condensed Consolidated Balance Sheets
(unaudited)
June 30, |
December 31, |
|||
|
2010 |
2009 |
||
Assets |
(thousands of dollars) |
|||
Electric Plant: |
||||
In service (at original cost) |
$ |
4,212,394 |
$ |
4,160,178 |
Accumulated provision for depreciation |
(1,586,118) |
(1,558,538) |
||
In service- net |
2,626,276 |
2,601,640 |
||
Construction work in progress |
363,982 |
289,188 |
||
Held for future use |
7,106 |
7,151 |
||
Electric plant- net |
2,997,364 |
2,897,979 |
||
|
||||
Investments and Other Property |
108,921 |
108,299 |
||
|
||||
Current Assets: |
||||
Cash and cash equivalents |
25,118 |
21,625 |
||
Receivables: |
||||
Customer (net of allowance of $1,311 and $1,805, respectively) |
64,216 |
74,987 |
||
Other (net of allowance of $202 and $185, respectively) |
21,810 |
10,463 |
||
Taxes receivable |
21,640 |
3,585 |
||
Accrued unbilled revenues |
51,399 |
51,272 |
||
Materials and supplies (at average cost) |
47,436 |
48,054 |
||
Fuel stock (at average cost) |
29,206 |
25,634 |
||
Prepayments |
10,141 |
10,960 |
||
Deferred income taxes |
7,931 |
7,887 |
||
Other |
5,409 |
2,115 |
||
Total current assets |
284,306 |
256,582 |
||
Deferred Debits: |
||||
American Falls and Milner water rights |
22,641 |
24,226 |
||
Company-owned life insurance |
27,079 |
26,654 |
||
Regulatory assets |
676,820 |
720,401 |
||
Other |
40,384 |
39,249 |
||
Total deferred debits |
766,924 |
810,530 |
||
Total |
$ |
4,157,515 |
$ |
4,073,390 |
The accompanying notes are an integral part of these statements. |
11
Idaho
Power Company
Condensed Consolidated Balance Sheets
(unaudited)
June 30, |
December 31, |
|||
|
2010 |
2009 |
||
Capitalization and Liabilities |
(thousands of dollars) |
|||
Capitalization: |
||||
Common stock equity: |
||||
Common stock, $2.50 par value (50,000,000 shares |
||||
authorized; 39,150,812 shares outstanding) |
$ |
97,877 |
$ |
97,877 |
Premium on capital stock |
648,758 |
638,758 |
||
Capital stock expense |
(2,097) |
(2,097) |
||
Retained earnings |
575,876 |
547,695 |
||
Accumulated other comprehensive loss |
(8,678) |
(8,267) |
||
Total common stock equity |
1,311,736 |
1,273,966 |
||
Long-term debt |
1,288,802 |
1,409,730 |
||
Total capitalization |
2,600,538 |
2,683,696 |
||
|
||||
Current Liabilities: |
||||
Long-term debt due within one year |
121,064 |
1,064 |
||
Accounts payable |
77,564 |
83,128 |
||
Notes and accounts payable to related parties |
1,473 |
1,736 |
||
Taxes accrued |
9,366 |
- |
||
Interest accrued |
21,821 |
20,056 |
||
Other |
69,252 |
40,002 |
||
Total current liabilities |
300,540 |
145,986 |
||
|
||||
Deferred Credits: |
||||
Deferred income taxes |
599,328 |
611,749 |
||
Regulatory liabilities |
301,568 |
287,780 |
||
Other |
355,541 |
344,179 |
||
Total deferred credits |
1,256,437 |
1,243,708 |
||
|
||||
Commitments and Contingencies |
||||
Total |
$ |
4,157,515 |
$ |
4,073,390 |
The accompanying notes are an integral part of these statements. |
12
Idaho
Power Company
Condensed Consolidated Statements of
Capitalization
(unaudited)
June 30, |
December 31, |
|||
|
2010 |
2009 |
||
(thousands of dollars) |
||||
Common Stock Equity: |
||||
Common stock |
$ |
97,877 |
$ |
97,877 |
Premium on capital stock |
648,758 |
638,758 |
||
Capital stock expense |
(2,097) |
(2,097) |
||
Retained earnings |
575,876 |
547,695 |
||
Accumulated other comprehensive loss |
(8,678) |
(8,267) |
||
Total common stock equity |
1,311,736 |
1,273,966 |
||
Long-Term Debt: |
||||
First mortgage bonds: |
||||
6.60% Series due 2011 |
120,000 |
120,000 |
||
4.75% Series due 2012 |
100,000 |
100,000 |
||
4.25% Series due 2013 |
70,000 |
70,000 |
||
6.025% Series due 2018 |
120,000 |
120,000 |
||
6.15% Series due 2019 |
100,000 |
100,000 |
||
4.50 % Series due 2020 |
130,000 |
130,000 |
||
6 % Series due 2032 |
100,000 |
100,000 |
||
5.50% Series due 2033 |
70,000 |
70,000 |
||
5.50% Series due 2034 |
50,000 |
50,000 |
||
5.875% Series due 2034 |
55,000 |
55,000 |
||
5.30% Series due 2035 |
60,000 |
60,000 |
||
6.30% Series due 2037 |
140,000 |
140,000 |
||
6.25% Series due 2037 |
100,000 |
100,000 |
||
Total first mortgage bonds |
1,215,000 |
1,215,000 |
||
Amount due within one year |
(120,000) |
- |
||
Net first mortgage bonds |
1,095,000 |
1,215,000 |
||
Pollution control revenue bonds: |
||||
5.15% Series due 2024 |
49,800 |
49,800 |
||
5.25% Series due 2026 |
116,300 |
116,300 |
||
Variable Rate Series 2000 due 2027 |
4,360 |
4,360 |
||
Total pollution control revenue bonds |
170,460 |
170,460 |
||
American Falls bond guarantee |
19,885 |
19,885 |
||
Milner Dam note guarantee |
7,446 |
8,509 |
||
Note guarantee due within one year |
(1,064) |
(1,064) |
||
Unamortized premium/discount- net |
(2,925) |
(3,060) |
||
Total long-term debt |
1,288,802 |
1,409,730 |
||
Total Capitalization |
$ |
2,600,538 |
$ |
2,683,696 |
The accompanying notes are an integral part of these statements. |
13
Idaho Power Company
Condensed Consolidated Statements of Cash Flows
(unaudited)
|
Six months ended |
|||
|
June 30, |
|||
|
2010 |
2009 |
||
Operating Activities: |
(thousands of dollars) |
|||
Net income |
$ |
57,049 |
$ |
45,610 |
Adjustments to reconcile net income to net cash provided by |
|
|
||
operating activities: |
|
|
||
Depreciation and amortization |
60,709 |
55,030 |
||
Deferred income taxes and investment tax credits |
(17,559) |
3,354 |
||
Changes in regulatory assets and liabilities |
78,974 |
38,358 |
||
Non-cash pension expense |
2,952 |
2,209 |
||
Earnings of unconsolidated equity-method investments |
(2,335) |
(2,653) |
||
Distributions from unconsolidated equity-method investments |
- |
7,460 |
||
Allowance for other funds used during construction |
(8,020) |
(2,498) |
||
Other non-cash adjustments to net income |
(2,474) |
736 |
||
Change in: |
|
|
||
Accounts receivables and prepayments |
6,250 |
(8,665) |
||
Accounts payable |
(8,315) |
(29,800) |
||
Taxes accrued/receivable |
(8,791) |
34,350 |
||
Other current assets |
(3,081) |
(11,940) |
||
Other current liabilities |
18,211 |
(1,234) |
||
Other assets |
(2,512) |
(1,831) |
||
Other liabilities |
(4,309) |
(14,094) |
||
Net cash provided by operating activities |
166,749 |
114,392 |
||
Investing Activities: |
|
|
||
Additions to utility plant |
(166,687) |
(100,271) |
||
Proceeds from the sale of utility assets |
19,230 |
- |
||
Proceeds from the sale of non-utility assets |
- |
2,250 |
||
Proceeds from the sale of emission allowances and renewable energy certificates |
3,497 |
2,341 |
||
Investments in unconsolidated affiliates |
(2,020) |
- |
||
Other |
2,890 |
(3,359) |
||
Net cash used in investing activities |
(143,090) |
(99,039) |
||
Financing Activities: |
|
|
||
Issuance of long-term debt |
- |
100,000 |
||
Retirement of long-term debt |
(1,064) |
(1,064) |
||
Dividends on common stock |
(28,869) |
(28,376) |
||
Net change in short term borrowings |
- |
(76,120) |
||
Capital contribution from parent |
10,000 |
- |
||
Other |
(233) |
(1,411) |
||
Net cash used in financing activities |
(20,166) |
(6,971) |
||
Net increase in cash and cash equivalents |
3,493 |
8,382 |
||
Cash and cash equivalents at beginning of the period |
21,625 |
3,141 |
||
Cash and cash equivalents at end of the period |
$ |
25,118 |
$ |
11,523 |
Supplemental Disclosure of Cash Flow Information: |
|
|
||
Cash paid (received) during the period for: |
|
|
||
Income taxes |
$ |
15,335 |
$ |
(18,286) |
Interest (net of amount capitalized) |
$ |
32,706 |
$ |
32,380 |
Non-cash investing activities: |
|
|||
Additions to property, plant and equipment in accounts payable |
$ |
21,435 |
$ |
5,578 |
The accompanying notes are an integral part of these statements. |
14
Idaho
Power Company
Condensed Consolidated Statements of Comprehensive
Income
(unaudited)
Three months ended |
||||
June 30, |
||||
|
2010 |
2009 |
||
(thousands of dollars) |
||||
Net Income |
$ |
38,828 |
$ |
26,326 |
Other Comprehensive Income (Loss): |
||||
Net unrealized holding (losses) gains arising during the period, |
||||
net of tax of ($758) and $734 |
(1,181) |
1,143 |
||
Unfunded pension liability adjustment, net of tax |
||||
of $114 and $87 |
177 |
136 |
||
Total Comprehensive Income |
$ |
37,824 |
$ |
27,605 |
The accompanying notes are an integral part of these statements. |
Idaho
Power Company
Condensed Consolidated Statements of Comprehensive Income
(unaudited)
Six months ended |
||||
June 30, |
||||
|
2010 |
2009 |
||
(thousands of dollars) |
||||
Net Income |
$ |
57,049 |
$ |
45,610 |
Other Comprehensive Income (Loss): |
||||
Net unrealized holding (losses) gains arising during the period, |
||||
net of tax of ($492) and $164 |
(765) |
256 |
||
Unfunded pension liability adjustment, net of tax |
||||
of $227 and $174 |
354 |
272 |
||
Total Comprehensive Income |
$ |
56,638 |
$ |
46,138 |
The accompanying notes are an integral part of these statements. |
15
IDACORP, INC. AND IDAHO POWER COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
This Quarterly
Report on Form 10-Q is a combined report of IDACORP, Inc. (IDACORP) and Idaho
Power Company (Idaho Power). Therefore, the Notes to the condensed
consolidated financial statements apply to both IDACORP and Idaho Power.
However, Idaho Power makes no representation as to the information relating to
IDACORPs other operations.
Nature of Business
IDACORP is a
holding company formed in 1998 whose principal operating subsidiary is Idaho
Power. IDACORP is subject to the provisions of the Public Utility Holding
Company Act of 2005, which provides certain access to books and records to the
Federal Energy Regulatory Commission (FERC) and state utility regulatory
commissions and imposes certain record retention and reporting requirements on
IDACORP.
Idaho Power is
an electric utility with a service territory covering approximately 24,000
square miles in southern Idaho and eastern Oregon. Idaho Power provided
electric service to 490,470 general business customers as of June 30, 2010.
Idaho Power is regulated by the FERC and the state regulatory commissions of
Idaho and Oregon. Idaho Power is the parent of Idaho Energy Resources Co.
(IERCo), a joint venturer in Bridger Coal Company (BCC), which mines and
supplies coal to the Jim Bridger generating plant owned in part by Idaho Power.
IDACORPs
other subsidiaries include IDACORP Financial Services, Inc. (IFS), an investor
in affordable housing and other real estate investments; Ida-West Energy
Company (Ida-West), an operator of small hydroelectric generation projects that
satisfy the requirements of the Public Utility Regulatory Policies Act of 1978
(PURPA); and IDACORP Energy (IE), a marketer of energy commodities, which wound
down operations in 2003.
Principles of Consolidation
IDACORPs and
Idaho Powers consolidated financial statements include the accounts of each
company, the subsidiaries that the companies control, and any variable interest
entities (VIEs) for which the companies are the primary beneficiaries. All
intercompany balances have been eliminated in consolidation. Investments in
subsidiaries that the companies do not control and investments in VIEs for
which the companies are not the primary beneficiaries, but have the ability to
exercise significant influence over operating and financial policies, are
accounted for using the equity method of accounting.
In January
2010, IDACORP and Idaho Power adopted amendments to prior consolidation
guidance. The amendments affected the overall consolidation analysis of VIEs
and required IDACORP and Idaho Power to reconsider their previous conclusions
relating to the consolidation of VIEs, including (1) whether an entity is a
VIE, (2) whether either IDACORP or Idaho Power are the VIEs primary
beneficiary, and (3) what type of financial statement disclosures are
required. The adoption of this guidance did not change the entities that
IDACORP or Idaho Power consolidate.
The entities
that IDACORP and Idaho Power consolidate consist primarily of the wholly-owned
subsidiaries discussed above. In addition, IDACORP consolidates one VIE,
Marysville Hydro Partners (Marysville), which is a joint venture owned 50
percent by Ida-West and 50 percent by Environmental Energy Company (EEC).
Marysville has approximately $20 million of assets, primarily a hydroelectric
plant, and approximately $16 million of intercompany long-term debt, which is
eliminated in consolidation. EEC has borrowed amounts from Ida-West to fund a
portion of its required capital contributions to Marysville. The loans are
payable from EECs share of distributions and are secured by the stock of EEC
and EECs interest in Marysville. Ida-West is the primary beneficiary because
the ownership of the intercompany note and the EEC note result in it
controlling the entity. Creditors of Marysville have no recourse to the
general credit of IDACORP and there are no other arrangements that could
require IDACORP to provide financial support to Marysville or expose IDACORP to
losses.
16
Through IERCo,
Idaho Power holds a variable interest in BCC, a VIE for which it is not the
primary beneficiary. IERCo is not the primary beneficiary because the power to
direct the activities that most significantly impact the economic performance
of BCC is shared with the joint venture partner. IERCos carrying value is $88
million and its maximum exposure to loss at BCC is the carrying value, any
additional future contributions to the mine, and the $63 million guarantee for
reclamation costs at the mine that is discussed further in Note 8 Commitments.
Through IFS,
IDACORP also holds variable interests in VIEs for which it is not the primary
beneficiary. These VIEs are historic rehabilitation and affordable housing
developments in which IFS holds limited partnership interests ranging from five
to 99 percent. As a limited partner, IFS does not control these entities and
they are not consolidated. These investments were acquired between 1996 and
2010. IFSs maximum exposure to loss in these developments is limited to its
net carrying value, which was $79 million at June 30, 2010.
Financial Statements
In the opinion
of IDACORP and Idaho Power, the accompanying unaudited condensed consolidated
financial statements contain all adjustments necessary to present fairly their
consolidated financial positions as of June 30, 2010, consolidated results of
operations for the three and six months ended June 30, 2010, and 2009, and
consolidated cash flows for the six months ended June 30, 2010, and 2009.
These adjustments are of a normal and recurring nature. These financial
statements do not contain the complete detail or footnote disclosure concerning
accounting policies and other matters that would be included in full-year
financial statements and should be read in conjunction with the audited
consolidated financial statements included in IDACORPs and Idaho Powers
Annual Report on Form 10-K for the year ended December 31, 2009. The results
of operations for the interim periods are not necessarily indicative of the
results to be expected for the full year.
Use of Estimates
The
preparation of condensed consolidated financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosures of contingent liabilities, as of the date of the financial
statements, and the reported amounts of revenues and expenses during the
reporting period. Actual results experienced could differ materially from
those estimates.
Reclassifications
Certain prior
year amounts have been reclassified to conform to the current year
presentation. The reclassifications did not impact IDACORPs and Idaho Powers
net income or total equity, and include the following:
Third-party transmission expense was combined with purchased power in IDACORP and Idaho Powers condensed consolidated statements of income as the balance of the third party transmission expense alone is immaterial;
Gain on sale of emission allowances was combined with other operations and maintenance in IDACORP and Idaho Power's condensed consolidated statements of income as the balance of gain on sale of emission allowances alone is immaterial;
Other operations and maintenance in the operating expenses section of Idaho Powers condensed consolidated statements of income were combined to be consistent with presentation in IDACORP's condensed consolidated statements of income;
Allowance for uncollectible accounts was offset against associated accounts receivable and presented in a parenthetical notation in IDACORP and Idaho Power's condensed consolidated balance sheets;
Excess tax benefits from share-based payment arrangements was combined with other non-cash adjustments to net income in the operating section and with other in the financing section of IDACORP's condensed consolidated statements of cash flows; and
Amortization of affordable housing was removed from depreciation and amortization and combined with undistributed earnings of unconsolidated subsidiaries, the total of which was then separated into losses of unconsolidated equity-method investments and distributions from unconsolidated equity method investments in the operating section of IDACORP's condensed consolidated statements of cash flows.
17
New Accounting Pronouncements
In July 2010, the Financial
Accounting Standards Board issued guidance that significantly expands the
required disclosures concerning the credit quality of certain types of receivables
and the allowance for credit losses. This guidance is effective for IDACORP
and Idaho Power as follows: (1) disclosures concerning end-of-period
information are effective for the December 31, 2010, financial statements; and
(2) disclosures about activity occurring during a reporting period are
effective beginning with the quarter ending March 31, 2011. Because this
guidance relates only to disclosures, it is not expected to have a material
effect on IDACORPs and Idaho Powers consolidated financial statements.
2. INCOME TAXES:
In accordance with interim
reporting requirements, IDACORP and Idaho Power use an estimated annual
effective tax rate for computing their provisions for income taxes. An
estimate of annual income tax expense (or benefit) is made each interim period
using estimates for annual pre-tax income, income tax adjustments, and tax
credits. The estimated annual effective tax rates do not include discrete
events such as tax law changes, examination settlements, or method changes.
Discrete events are recorded in the period in which they occur.
The estimated annual effective tax
rate is applied to year-to-date pre-tax income to achieve income tax expense
(or benefit) for the interim period consistent with the annual estimate. In
subsequent interim periods, income tax expense (or benefit) for the period is
computed as the difference between the year-to-date amount reported for the
previous interim period and the current periods year-to-date amount.
An analysis of income tax expense
for the three months ended June 30 is as follows (in thousands of dollars):
|
IDACORP |
Idaho Power |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Income tax provision |
$ |
4,046 |
$ |
5,175 |
$ |
5,859 |
$ |
7,675 |
|
ADITC amortization reversal |
|
4,512 |
|
- |
|
4,512 |
|
- |
|
Accounting method change |
|
(25,187) |
|
- |
|
(25,187) |
|
- |
|
|
Income tax (benefit) expense |
$ |
(16,629) |
$ |
5,175 |
$ |
(14,816) |
$ |
7,675 |
Effective tax rate |
|
(73.6)% |
|
15.8% |
|
(61.7)% |
|
22.6% |
|
|
|
|
|
An analysis of income tax expense
for the six months ended June 30 is as follows (in thousands of dollars):
|
IDACORP |
Idaho Power |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Income tax provision |
$ |
8,960 |
$ |
11,970 |
$ |
11,774 |
$ |
17,447 |
|
Accounting method change |
|
(25,187) |
|
- |
|
(25,187) |
|
- |
|
Medicare Part D subsidy |
|
903 |
|
- |
|
903 |
|
- |
|
|
Income tax (benefit) expense |
$ |
(15,324) |
$ |
11,970 |
$ |
(12,510) |
$ |
17,447 |
Effective tax rate |
|
(38.4)% |
|
20.5% |
|
(28.1)% |
|
27.7% |
|
|
|
|
|
The decrease in the 2010 estimated
annual effective tax rates as compared to the same periods of 2009 is primarily
due to Idaho Powers tax accounting method change for repair-related
expenditures (discussed below), and lower pre-tax earnings at IDACORP and Idaho
Power, partially offset by a charge related to the federal health care
legislation enacted in the first quarter of 2010. Regulatory flow-through tax
adjustments at Idaho Power and tax credits at IFS for the six months ended June
30, 2010 were comparable to the same period in 2009.
Based on its current estimate of
2010 return on equity, Idaho Power does not expect to amortize any additional
accumulated deferred investment tax credits (ADITC). Accordingly, the $4.5
million of additional ADITC amortization recorded in the first quarter of 2010
was reversed in the second quarter of 2010. For further information regarding
ADITC amortization, see Note 3 Regulatory Matters - Idaho Settlement
Agreement.
18
Tax Accounting Method Change
In June 2010, Idaho Power completed
its evaluation of a tax accounting method change for its 2009 tax year that
would allow a current income tax deduction for repair-related expenditures on
its utility assets that are currently capitalized for financial reporting and
tax purposes. Idaho Power intends to make this method change following the
automatic consent procedures with the filing of IDACORPs 2009 consolidated
federal income tax return in September 2010. For the three months ended June
30, 2010, Idaho Power recorded an estimated net tax benefit of $25.2 million
related to the cumulative method change adjustment (tax years 1999 through
2009) and has included an annual deduction estimate in its 2010 income tax
provision, which resulted in a $3.6 million net tax benefit. Idaho Powers
prescribed regulatory accounting treatment requires immediate income
recognition for temporary tax differences of this type. A regulatory asset is
established to reflect Idaho Powers ability to recover increased income tax
expense when such temporary differences reverse. Idaho Power expects to
recognize cash tax benefits associated with the method change by the end of
2010 through offsets to current estimated tax payments and direct tax refunds.
In conjunction with recording the
estimated tax benefit for the method change, Idaho Power also increased its
current liability for uncertain tax positions by $10.9 million. If recognized,
the $10.9 million balance of unrecognized tax benefits would affect the
effective tax rate. The tax method is currently being audited under IDACORPs
2009 Compliance Assurance Process (CAP) examination (discussed below) and, on a
national level, aspects of the method related to electric utility transmission
and distribution property are the subject of an Internal Revenue Service (IRS)
Industry Issue Resolution program.
Status of Audit Proceedings
In May 2009,
IDACORP formally entered the IRS CAP program for its 2009 tax year. The CAP
program provides for IRS examination throughout the year. The 2009 examination
is expected to be completed in 2010. In January 2010, IDACORP was accepted
into CAP for its 2010 tax year. IDACORP and Idaho Power are unable to predict
the outcome of these examinations.
Specifically within the 2009 CAP
examination, the IRS began its audit of Idaho Powers current method of uniform
capitalization. In September 2009, the IRS issued Industry Director Directive
#5 (IDD), which discusses the IRSs compliance priorities and audit techniques
related to the allocation of mixed service costs in the uniform capitalization
methods of electric utilities. The IRS and Idaho Power are jointly working
through the impact the IDD guidance has on Idaho Powers uniform capitalization
method. Initial estimates indicate the potential income and cash benefits
associated with settlement of this matter to be in excess of the repairs method
change recorded in the second quarter. Idaho Power expects that the
examination of this method will be completed during the third quarter of 2010;
however, the timing of final settlement with the IRS, and thereby the
recognition of the income and cash impacts, has yet to be determined.
Resolution of this matter would also result in a $1.1 million decrease to Idaho
Powers unrecognized tax benefits for its 2009 uniform capitalization deduction.
Tax Impacts of Health Care Acts
As discussed further in Note 10 Benefit
Plans, the Patient Protection and Affordable Care Act and the Health Care and
Education Reconciliation Act were enacted in March 2010. As a result of this
legislation, in the first quarter of 2010, Idaho Power reduced its deferred tax
asset related to future deductible retiree prescription drug expenses by $2.3
million, increased regulatory assets by $2.4 million, increased deferred tax
liabilities by $1 million, and incurred a charge of $0.9 million. No charges
resulting from the legislation were incurred in the second quarter of 2010.
19
3. REGULATORY MATTERS:
Deferred Net Power Supply Costs
Changes in deferred net power
supply costs for the six months ended June 30, 2010 were as follows (in
thousands of dollars):
|
|
Idaho |
|
Oregon (1) |
|
Total |
|
Balance at December 31, 2009 |
$ |
71,412 |
$ |
13,221 |
$ |
84,633 |
|
Impact of current period net power supply costs |
|
(23,282) |
|
(593) |
|
(23,875) |
|
Prior costs expensed and recovered through rates |
|
(51,671) |
|
(849) |
|
(52,520) |
|
SO 2 allowances and REC sales credited to account |
|
(2,307) |
|
- |
|
(2,307) |
|
Interest and other |
|
106 |
|
428 |
|
534 |
|
Balance at June 30, 2010 |
$ |
(5,742) |
$ |
12,207 |
$ |
6,465 |
|
(1) Oregon power supply cost deferrals are subject to a statute that specifically limits rate amortizations of deferred costs to six percent of gross Oregon revenue per year (approximately $2 million). Deferrals are amortized sequentially. |
|||||||
Idaho Settlement Agreement
On January 13, 2010, the Idaho
Public Utilities Commission (IPUC) approved a settlement agreement among Idaho
Power, several of Idaho Powers customers, the IPUC Staff, and other parties.
Significant elements of the settlement agreement include:
Because Idaho Powers 2009 Idaho-jurisdiction
return on equity was between 9.5 and 10.5 percent, the sharing and additional
amortization provisions were not triggered, and the ADITC available for
additional amortization in 2010 is $25 million. Idaho Power recorded
additional ADITC amortization of $4.5 million in the first quarter of 2010, but
reversed the entire $4.5 million in the second quarter based on updated
estimates of annual 2010 return on equity. The actual amount of additional
ADITC recorded in the full year 2010 and 2011 will depend on Idaho Powers
annual return on year-end equity and the amounts recorded in each quarter will
vary and may ultimately be reversed.
The settlement agreement also
included a provision to reestablish the base level for net power supply costs
effective with the June 1, 2010, PCA rate change.
2010 Idaho PCA Filing and Order
On May 28, 2010, the IPUC issued an order approving a $146.9 million decrease in the PCA, along with a base rate increase of $88.7 million. The net effect of these two rate adjustments was an overall decrease in customer rates of $58.2 million, or 6.49 percent, effective June 1, 2010. Idaho Powers PCA application was approved as filed with the IPUC, with the exception of a $0.2 million interest expense adjustment relating to base power supply costs.
20
Other Idaho 2010 Filings and Orders
Rate Filings and Orders:
On
May 28, 2010, the IPUC issued the following orders approving rate filings made
in March 2010:
Energy Efficiency Prudency
Determination:
On March 15, 2010, Idaho Power filed an application with
the IPUC requesting an order designating energy efficiency expenditures of
$50.7 million incurred in 2008 and 2009 as prudently incurred expenses. A
determination and order from the IPUC is pending.
On April 14, 2010, the IPUC
completed its review of energy efficiency rider expenditures that Idaho Power
made from 2002 through 2007. All rider expenditures during that time period
were found to be prudently incurred and approved for ratemaking purposes.
Oregon Regulatory Matters
Oregon 2009 General Rate Case
Settlement:
In connection with Idaho Powers general rate case filing, on
February 24, 2010, the Oregon Public Utility Commission (OPUC) approved a $5
million, or 15.4 percent, increase in Oregon base rates. The new rates were
effective March 1, 2010, and are based on a return on equity of 10.175 percent
and an overall rate of return of 8.061 percent.
Oregon
Power Cost Recovery Mechanisms
:
Idaho Powers power cost recovery
mechanism in Oregon has two components- the power cost adjustment mechanism
(PCAM) and the annual power cost update (APCU). On February 26, 2010, Idaho
Power filed its PCAM application for the 2009 year with the OPUC. The filing
stated that
actual net power supply costs were within the deadband,
which is the range of deviations within which Idaho Power absorbs power supply
cost increases or decreases, resulting in no request for a deferral. On April
15, 2010, Idaho Power filed with the OPUC a stipulation combining its March
power supply cost forecast and 2009 October update. The stipulation was
approved on May 24, 2010, and resulted in an overall increase of $2.2 million,
or 5.5 percent, in Oregon rates, effective June 1, 2010.
Annual OATT Update
On June 1, 2010, Idaho Power posted its Draft Informational Filing (DIF) for its Open Access Transmission Tariff (OATT) on its Open Access Same-Time Information System (OASIS) Internet platform. The DIF is the draft computation of Idaho Powers transmission rate for service under its OATT, which is updated annually. The new draft rate submitted by Idaho Power was $19.60 per kW/yr, a 23.8 percent increase over the present rate of $15.83
21
per kW/yr. Several third parties have submitted data
requests in connection with Idaho Powers DIF, and Idaho Power is currently
responding to those data requests. If approved by the FERC, the new rates
would be effective as of October 1, 2010 for a one year period.
4. LONG-TERM DEBT:
As of June 30, 2010, IDACORP had
approximately $574 million remaining on a shelf registration statement that can
be used for the issuance of debt securities or common stock.
In April 2010, Idaho Power received
approval from the IPUC, the OPUC, and the Public Service Commission of Wyoming
for the issuance of up to $500 million in aggregate principal amount of one or
more series of first mortgage bonds and unsecured debt securities. The order
from the IPUC approved the issuance of the securities over a two-year period,
beginning on April 19, 2010, subject to extension upon request to the IPUC. On
May 12, 2010, Idaho Power filed a shelf registration statement with the
Securities and Exchange Commission (SEC) for the sale of up to $500 million of
first mortgage bonds and debt securities. The SEC declared the registration
statement effective on May 25, 2010. To facilitate the issuance of the first
mortgage bonds, on June 17, 2010, Idaho Power entered into a Selling Agency
Agreement with ten banks named in the agreement in connection with the
potential issuance and sale from time to time of up to $500 million aggregate principal
amount of first mortgage bonds, secured medium term notes, Series I, under
Idaho Powers Indenture of Mortgage and Deed of Trust, dated as of October 1,
1937, as amended and supplemented. As of August 5, 2010, Idaho Power had not
sold any first mortgage bonds or debt securities under the May 2010 shelf
registration statement.
5. NOTES PAYABLE:
Credit Facilities
IDACORP has a $100 million credit
facility and Idaho Power has a $300 million credit facility, both of which
expire on April 25, 2012. Commercial paper may be issued up to the amounts
supported by the credit facilities. Under these facilities the companies pay a
facility fee on the commitment, quarterly in arrears, based on its rating for
senior unsecured long-term debt securities without third-party credit
enhancement as provided by Moodys Investors Service and Standard & Poors
Ratings Services.
At June 30, 2010, no loans were
outstanding on either IDACORPs facility or Idaho Powers facility. At June
30, 2010, Idaho Power had regulatory authority to incur up to $450 million of
short-term indebtedness.
Balances and interest rates of
IDACORPs short-term borrowings were as follows at June 30, 2010, and December
31, 2009 (in thousands of dollars).
|
|
June 30, 2010 |
December 31, 2009 |
||
IDACORP |
|
|
|
|
|
|
Commercial paper outstanding |
$ |
17,500 |
$ |
53,750 |
|
Weighted-average annual interest rate |
|
0.46% |
|
0.41% |
|
|
|
|
Idaho Power had no short-term borrowings under its facility at either date.
22
6. COMMON STOCK:
IDACORP Common Stock
The following table summarizes
shares of IDACORP common stock issued during the six months ended June 30,
2010:
|
Shares issued |
|
Balance at December 31, 2009 |
47,925,882 |
|
Dividend reinvestment and stock purchase plan |
77,273 |
|
Employee savings plan |
55,248 |
|
Long-term incentive and compensation plan (LTICP) (1) |
92,743 |
|
Restricted stock plan |
13,293 |
|
Balance at June 30, 2010 |
48,164,439 |
|
|
|
|
(1) Included in the LTICP activity are 15,800 shares that were issued pursuant to the exercise of stock options on December 30, 2009, and settled on January 4, 2010. |
||
IDACORP enters into sales agency
agreements as a means of selling its common stock from time to time. As of
June 30, 2010, there were 2.1 million shares remaining available to be sold
under the current sales agency agreement.
Idaho Power Common Stock
On June 28, 2010, IDACORP
contributed $10 million of additional equity to Idaho Power. No additional
shares of Idaho Power common stock were issued.
Restrictions on Dividends
A covenant under IDACORPs credit
facility and Idaho Powers credit facility requires IDACORP and Idaho Power to
maintain leverage ratios of consolidated indebtedness to consolidated total
capitalization, as defined therein, of no more than 65 percent at the end of
each fiscal quarter.
Idaho Powers Revised Code of
Conduct approved by the IPUC on April 21, 2008, states that Idaho Power will
not pay any dividends to IDACORP that will reduce Idaho Powers common equity
capital below 35 percent of its total adjusted capital without IPUC approval.
Idaho Powers ability to pay
dividends on its common stock held by IDACORP and IDACORPs ability to pay
dividends on its common stock are limited to the extent payment of such
dividends would violate the covenants in their respective credit facilities or
Idaho Powers Revised Code of Conduct. At June 30, 2010, the leverage ratios
for IDACORP and Idaho Power were 50 percent and 52 percent, respectively.
Based on these restrictions, IDACORPs and Idaho Powers dividends were limited
to $657 million and $553 million, respectively, at June 30, 2010. There are
additional covenants, subject to exceptions, that prohibit or restrict: certain
investments or acquisitions, mergers or sale or disposition of property without
consent; the creation of certain liens; and any agreements restricting dividend
payments to the company from any material subsidiary. At June 30, 2010,
IDACORP and Idaho Power were in compliance with all facility covenants.
Idaho Powers articles of
incorporation contain restrictions on the payment of dividends on its common
stock if preferred stock dividends are in arrears. Idaho Power has no
preferred stock outstanding.
23
7. EARNINGS PER SHARE:
The following table presents the
computation of IDACORPs basic and diluted earnings per share (EPS) for the
three and six months ended June 30, 2010 and 2009 (in thousands, except for per
share amounts):
|
Three months ended |
Six months ended |
|||||||||
|
June 30, |
June 30, |
|||||||||
|
2010 |
2009 |
2010 |
2009 |
|||||||
Numerator: |
|
|
|
|
|
|
|
|
|||
|
Net income attributable to IDACORP, Inc. |
$ |
39,209 |
$ |
27,475 |
$ |
55,272 |
$ |
46,359 |
||
Denominator: |
|
|
|
|
|
|
|
|
|||
|
Weighted-average common shares outstanding - basic |
|
47,888 |
|
46,958 |
|
47,831 |
|
46,895 |
||
|
Effect of dilutive securities: |
|
|
|
|
|
|
|
|
||
|
|
Options |
|
41 |
|
9 |
|
41 |
|
11 |
|
|
|
Restricted Stock |
|
119 |
|
10 |
|
94 |
|
21 |
|
|
|
|
Weighted-average common shares outstanding - diluted |
|
48,048 |
|
46,977 |
|
47,966 |
|
46,927 |
Basic earnings per share |
$ |
0.82 |
$ |
0.59 |
$ |
1.16 |
$ |
0.99 |
|||
Diluted earnings per share |
$ |
0.82 |
$ |
0.58 |
$ |
1.15 |
$ |
0.99 |
|||
|
The diluted EPS computation
excludes 343,835 and 344,918 options for the three and six months ended June
30, 2010, respectively, because the options exercise prices were greater than
the average market price of the common stock during that period. For the same
periods in 2009, there were 685,581 and 686,533 options excluded from the
diluted EPS computation for the same reason. In total, 574,704 options were
outstanding at June 30, 2010, with expiration dates between 2010 and 2015.
8. COMMITMENTS:
Purchase Obligations
The following items are the only
material changes to purchase obligations made outside of the ordinary course of
business during the first six months of 2010:
Idaho Power entered into a power purchase agreement with USG Oregon, LLC for the purchase of energy from the Neal Hot Springs Unit #1 geothermal electric generation facility. The project will be located near Vale, Oregon and the expected output will be approximately 22 megawatts (MW), with an estimated on-line date of late 2012. Idaho Powers purchases under the contract are expected to total $569 million from 2012 to 2037. On May 20, 2010, the IPUC issued an order approving the purchase of energy under the agreement and stated that the purchases would be allowed as prudently incurred expenses for ratemaking purposes.
In the second quarter, Idaho Power entered into several purchased power agreements with wind and other alternate energy developers. These agreements are expected to total approximately $109 million from 2011 to 2031.
In April 2010, Idaho Power entered into multiple service agreements with Northwest Pipeline for rate schedule TF-1, Firm Transportation. Idaho Power estimates it will spend approximately $32 million on the firm transportation service agreements. The service agreements commence in 2011 with varying end dates ranging through 2042.
In June 2010, Idaho Power entered into a contract with Union Pacific Corporation for the transportation of coal. Idaho Power has agreed to spend approximately $47 million over the term of the contract from 2011 to 2014.
Guarantees
Idaho Power has agreed to guarantee
the performance of reclamation activities and obligations at BCC, of which
IERCo owns a one-third interest. This guarantee, which is renewed each
December, was $63 million at June 30,
24
2010. BCC has a reclamation trust fund
set aside specifically for the purpose of paying these reclamation costs. BCC
continually assesses the adequacy of the reclamation trust fund and its
estimate of future reclamation costs. To ensure that the reclamation trust
fund maintains adequate reserves, BCC has the ability to add a per-ton
surcharge to coal sales. In 2010, BCC began applying a nominal surcharge to
coal sales in order to maintain adequate reserves in the reclamation trust
fund. Because of the existence of the fund and the ability to apply a per-ton
surcharge, the estimated fair value of this guarantee is minimal.
IDACORP and Idaho Power enter into
financial agreements and power purchase and sale agreements that include
indemnification provisions relating to certain claims or liabilities that may
arise from the transactions contemplated by these agreements. Generally, a
maximum obligation is not explicitly stated in the indemnification provisions
and, therefore, the overall maximum amount of the obligation under such
indemnifications cannot be reasonably estimated. IDACORP and Idaho Power
periodically evaluate the likelihood of incurring costs under such indemnities
based on their historical experience and the evaluation of the specific
indemnities. As of June 30, 2010, management believes the likelihood is remote
that IDACORP or Idaho Power would be required to perform under such
indemnification provisions or otherwise incur any significant losses with
respect to such indemnifications. Neither IDACORP nor Idaho Power has recorded
any liability on their respective condensed consolidated balance sheets with
respect to these indemnifications.
9. CONTINGENCIES:
In the course of their respective
businesses, IDACORP, Idaho Power, and their respective subsidiaries have in the
past and expect in the future to become involved in various claims,
controversies, disputes, and other contingent matters, including the items
described in this Note. Some of these claims, controversies, disputes, and
other contingent matters involve litigation or other contested proceedings.
IDACORP, Idaho Power, and their respective subsidiaries intend to vigorously
protect and defend their interests and pursue their rights. However, no
assurance can be given as to the ultimate outcome of any particular matter
because litigation and other contested proceedings are inherently subject to
numerous uncertainties. For matters that affect Idaho Powers operations,
Idaho Power intends to seek, to the extent permissible and appropriate,
recovery of incurred costs through the ratemaking process.
Western Energy Proceedings at the FERC
In this report, the term western
energy situation is used to refer to the California energy crisis that
occurred during 2000 and 2001, and the energy shortages, high prices, and
blackouts in the western United States. High prices for electricity in
California and in western wholesale markets during 2000 and 2001 caused
numerous purchasers of electricity in those markets to initiate proceedings
seeking refunds or other forms of relief and the FERC to initiate its own
investigations. Some of these proceedings (referred to in this report as the
western energy proceedings) remain pending before the FERC or on appeal to the
United States Court of Appeals for the Ninth Circuit (Ninth Circuit).
There are more than 200 petitions
pending in the Ninth Circuit for review of numerous FERC orders regarding the
western energy situation. Decisions in these appeals may have implications
with respect to other pending cases, including those to which Idaho Power or IE
are parties. Idaho Power and IE intend to vigorously defend their positions in
these proceedings, but are unable to predict the outcome of these matters.
Except as to the matters described below under Pacific Northwest Refund,
Idaho Power and IE believe that settlement releases they have obtained that are
described below under California Refund and Market Manipulation will
restrict potential claims that might result from the disposition of the pending
Ninth Circuit review petitions and that these matters will not have a material
adverse effect on their consolidated financial positions, results of
operations, or cash flows.
California Refund:
This
proceeding originated with an effort by agencies of the State of California and
investor-owned utilities in California to obtain refunds for a portion of the
spot market sales from sellers of electricity into California markets from
October 2, 2000, through June 20, 2001. The FERC has issued numerous orders
establishing price mitigation plans for sales in the California wholesale
electricity market, including the methodology for determining refunds. IE and
numerous other parties have petitioned the Ninth Circuit for review of the FERCs
orders on California refunds. As additional FERC orders have been issued,
further petitions for review have been filed before the Ninth Circuit, which
from time to time has identified discrete cases that can proceed to briefing
and decision while it stayed action on the other consolidated cases.
25
On May 22, 2006, the FERC approved
an Offer of Settlement between and among IE and Idaho Power, the California
Parties (consisting of Pacific Gas & Electric Company, San Diego Gas &
Electric Company, Southern California Edison Company, the California Public
Utilities Commission, the California Electricity Oversight Board, the
California Department of Water Resources (CDWR), and the California Attorney
General) and additional parties that elected to be bound by the settlement.
The settlement disposed of matters encompassed by the California refund
proceeding, as well as market manipulation claims and investigations relating
to the western energy situation among and between the parties agreeing to be
bound by it. Although many market participants agreed to be bound by the settlement,
other market participants, representing a small minority of potential refund
claims, initially elected not to be bound by the settlement. From time to
time, as the California Parties have reached settlements with those other
market participants, they have elected to opt into the IE-Idaho Power-California
Parties settlement. The settlement provided for approximately $23.7 million
of IEs and Idaho Powers estimated $36 million rights to accounts receivable
from the California Independent System Operator (Cal ISO) and the California
Power Exchange (CalPX) to be assigned to an escrow account for refunds and for
an additional $1.5 million of accounts receivable to be retained by the CalPX
until the conclusion of the litigation. The additional $1.5 million of
accounts receivable retained by the CalPX is available to fund the claims of
non-settling parties if they prevail in the remaining litigation of these
California market matters. Any additional amounts owed to non-settling parties
would be funded by other amounts owed to IE and Idaho Power by the Cal ISO and
CalPX, or directly by IE and Idaho Power, and any excess funds remaining at the
end of the case would be returned to IE and Idaho Power. The remaining IE and
Idaho Power receivables were paid to IE and Idaho Power under the settlement.
In an August 2006 decision, the
Ninth Circuit ruled that all transactions that occurred within the CalPX and
the Cal ISO markets from October 2, 2000 to June 21, 2001 were proper subjects
of the refund proceeding. In that decision the Ninth Circuit refused to expand
the proceedings into the bilateral market, required the FERC to consider claims
that some market participants had violated governing tariff obligations at an
earlier date than the refund effective date, and expanded the scope of the
refund proceeding to include transactions within the CalPX and Cal ISO markets
outside the limited 24-hour spot market and energy exchange transactions.
Parts of the decision exposed sellers to increased claims for potential
refunds. The Ninth Circuit issued its mandate on April 15, 2009, thereby
officially returning the cases to the FERC for further action consistent with
the courts decision.
On November 19, 2009, the FERC
issued an order to implement the Ninth Circuits remand. The remand order
established a trial-type hearing in which participants will be permitted to
submit information regarding (i) specified tariff violations committed by any
public utility seller from January 1, 2000 to October 2, 2000 resulting in a
transaction that set a market clearing price for the trading period when the
violation occurred, and (ii) claims for refunds for multi-day transactions and
energy exchange transactions entered into during the refund period (October 2,
2000 to June 20, 2001). Numerous parties, including IE and Idaho Power, filed
motions to clarify the FERCs order. Although IE and Idaho Power are unable to
predict when or how the FERC will rule on these motions, the effect of the
remand order for IE and Idaho Power is confined to the minority of market
participants that are not bound by the IE-Idaho Power-California Parties
settlement described above. On July 16, 2010, the FERC Chief Administrative
Law Judge designated a presiding administrative law judge to establish hearing
procedures. IE and Idaho Power believe the remanded proceedings will not have
a material adverse effect on their consolidated financial positions, results of
operations, or cash flows.
In 2005, the FERC established a framework for sellers wanting to demonstrate that the generally applicable FERC refund methodology interfered with the recovery of costs. IE and Idaho Power made such a cost filing, which was rejected by the FERC. On June 18, 2009, FERC issued an order stating that it was not ruling on IE's and Idaho Power's request for rehearing of the cost filing rejection because their request had been withdrawn in connection with the IE-Idaho Power-California Parties' settlement. On July 8, 2009, IE and Idaho Power sought further rehearing at the FERC because their withdrawal pertained only to the parties with whom IE and Idaho Power had settled. On June 18, 2009, in a separate order, the FERC ruled that only net refund recipients were responsible for the costs associated with cost filings. While most net refund recipients are bound by the settlement, until the Cal ISO completes its refund calculations it is uncertain whether there are any net refund recipients who are not bound by the settlement. If there are no such parties, then IE's and Idaho Power's request for rehearing will be moot. On May 18, 2010, the FERC denied rehearing. On June 25, 2010, IE and Idaho Power filed a petition for review of the pertinent FERC orders in the Ninth Circuit. IE and Idaho Power are unable to predict how or when the Ninth Circuit might rule, but the effect of any such ruling is confined to obligations of IE and Idaho Power to the small minority of
26
claims of market
participants that are not bound by the settlement. Accordingly, IE and Idaho
Power believe this matter will not have a material adverse effect on their
consolidated financial positions, results of operations, or cash flows.
Market Manipulation:
On
June 25, 2003, the FERC ordered approximately 50 entities that participated in
the western wholesale power markets between January 1, 2000 and June 20, 2001,
including Idaho Power, to show cause why certain trading practices did not
constitute gaming or other forms of proscribed market behavior in concert with
another party (partnership) in violation of the Cal ISO and CalPX Tariffs. In
2004, the FERC dismissed the partnership show cause proceeding against Idaho
Power. Later in 2004, the FERC approved a settlement of the gaming proceeding
without finding of wrongdoing by Idaho Power.
The orders establishing the scope
of the show cause proceedings are presently the subject of review petitions in
the Ninth Circuit. On March 29, 2010, IE and Idaho Power filed a motion with
the Ninth Circuit to dismiss 11 of the 12 petitions for review of the FERCs orders
establishing the scope of the show cause proceedings as they relate to IE and
Idaho Power. Although IE and Idaho Power had obtained the consent to the
motion from the 11 petitioners in those proceedings, the Ninth Circuit
misconstrued the motion and instead granted on April 1, 2010 a motion to
withdraw IE and Idaho Power interventions in the review proceedings. On April
9, 2010, with the consent of the same 11 petitioners, IE and Idaho Power filed
a motion for reconsideration with the Ninth Circuit, again requesting dismissal
of the 11 petitions as they pertain to IE and Idaho Power. On May 28, 2010,
the Ninth Circuit denied reconsideration. Although IE and Idaho Power are
unable to predict how or when the Ninth Circuit will act on the review petitions,
in light of the settlement described above, IE and Idaho Power believe this
matter will not have a material adverse effect on their consolidated financial
positions, results of operations, or cash flows.
On June 25, 2003, the FERC also
issued an order instituting an investigation of anomalous bidding behavior and
practices in the western wholesale markets for the time period May 1, 2000
through October 1, 2000, but the FERC terminated its investigations as to Idaho
Power on May 12, 2004. California government agencies and California investor-owned
utilities have appealed the FERCs termination of this investigation as to
Idaho Power and more than 30 other market participants. IE and Idaho Power are
unable to predict the outcome of these petitions for review proceedings, but
believe that the settlement releases govern any potential claims that might
arise and that this matter will not have a material adverse effect on their
consolidated financial positions, results of operations, or cash flows.
Pacific Northwest Refund:
On July 25, 2001, the FERC issued an order establishing a proceeding separate
from the California refund proceeding to determine whether there may have been
unjust and unreasonable charges for spot market sales in the Pacific Northwest
during the period December 25, 2000 through June 20, 2001, because the spot
market in the Pacific Northwest was affected by the dysfunction in the
California market. In 2003, the FERC terminated the proceeding and declined to
order refunds, but in 2007 the Ninth Circuit issued an opinion, in
Port of
Seattle, Washington v. FERC
, remanding to the FERC the orders that declined
to require refunds. The Ninth Circuits opinion instructed the FERC to
consider whether evidence of market manipulation would have altered the agencys
conclusions about refunds and directed the FERC to include sales originating in
the Pacific Northwest to the CDWR in the scope of proceeding. The Ninth
Circuit officially returned the case to the FERC on April 16, 2009. On
September 4, 2009, IE and Idaho Power joined with a number of other parties in
a joint petition for a writ of certiorari to the U.S. Supreme Court, which was
denied on January 11, 2010.
In separate filings, the California
Parties, which no longer include the California Electricity Oversight Board,
and the City of Tacoma, Washington (Tacoma) and the Port of Seattle, Washington
(Port of Seattle) asked the FERC to reorganize and restructure the case to
enable them to pursue claims that all spot market sales in the Cal ISO and
CalPX markets and in the Pacific Northwest from January 1, 2000 through June
20, 2001 should be subject to refund and repriced, because market manipulation
and tariff violations affected spot market prices. Their requests would expand
the scope of the refund period in the Pacific Northwest proceeding from the
December 25, 2000 through June 20, 2001 period previously considered by the
FERC. On May 22, 2009, the California Parties filed a motion with the FERC to
sever claims regarding sales originating in the Pacific Northwest to CDWR from
the remainder of the Pacific Northwest proceedings and to consolidate their
claims regarding these sales with ongoing proceedings in cases that IE and Idaho
Power have settled, as well as with a new complaint filed on May 22, 2009 by the
California Attorney General against parties with whom the California Parties
have not settled (Brown Complaint). IE and Idaho Power, along with a
number of other parties, filed their opposition to the motion of the California
Parties.
27
Many other parties also filed responses to the motion of the
California Parties. Tacoma and the Port of Seattle jointly filed a motion on
August 4, 2009 with the FERC in connection with the California refund
proceeding, the
Lockyer
remand pending before the FERC (involving claims
of failure to file quarterly transaction reports with the FERC, from which IE
and Idaho Power previously were dismissed), the Brown Complaint, and the
Pacific Northwest refund remand proceeding. The Tacoma and the Port of Seattle
motion asks the FERC to require refunds from all sellers in the Pacific
Northwest spot markets for the expanded period (January 1, 2000 through June
20, 2001). IE and Idaho Power joined with a number of other sellers in the
Pacific Northwest markets during 2000 and 2001 in opposing the motion of Tacoma
and the Port of Seattle. On April 19, 2010, the California Parties filed a
motion with the FERC renewing the requests contained in their May 22, 2009
motion and on May 3, 2010, IE and Idaho Power joined with a number of other
parties opposing the renewal request. On July 21, 2010, the Port of Seattle
and Tacoma once again filed a motion requesting that the FERC either summarily
dispose of the case or set it for hearing, and the California Parties,
answering a pleading in the Brown Complaint, renewed their request for
consolidation. The FERC has not acted on the Ninth Circuit remand or the
motions. IE and Idaho Power intend to vigorously defend their positions in
these proceedings but are unable to predict the outcome of these matters or
estimate the impact these matters may have on their consolidated financial
positions, results of operations, or cash flows.
Sierra Club Lawsuit Bridger
In February 2007, the Sierra Club
and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the
U.S. District Court for the District of Wyoming alleging thousands of
violations by PacifiCorp of air quality opacity standards at the Jim Bridger
coal-fired plant in Sweetwater County, Wyoming. Opacity is an indication of
the amount of light obscured by the flue gas of a power plant. The complaint
sought a declaration that PacifiCorp had violated opacity limits, a permanent
injunction ordering PacifiCorp to comply with such limits, civil penalties and
reimbursement of plaintiffs costs of litigation. Idaho Power was not a party
to this proceeding but has a one-third ownership interest in the plant.
PacifiCorp owns a two-thirds interest and is the operator of the plant. On
April 15, 2010, the parties jointly filed a proposed consent decree resolving
the pending litigation, and the consent decree was entered by the court on June
8, 2010. Idaho Power is fully reserved for the contingency, and entry of the
consent decree will not have a material adverse effect on Idaho Powers
consolidated financial position, results of operations, or cash flows.
Sierra Club Lawsuit Boardman
In September 2008, the Sierra Club
and four other non-profit corporations filed a complaint against Portland
General Electric Company (PGE) in the U.S. District Court for the District of
Oregon alleging opacity permit limit violations at the Boardman coal-fired
plant located in Morrow County, Oregon. The complaint also alleged violations
of the Clean Air Act, related federal regulations, and the Oregon State
Implementation Plan relating to PGEs construction and operation of the plant.
The complaint sought a declaration that PGE had violated opacity limits, a
permanent injunction ordering PGE to comply with such limits, injunctive relief
requiring PGE to remediate alleged environmental damage and ongoing impacts,
civil penalties of up to $32,500 per day per violation, and reimbursement of
plaintiffs costs of litigation, including reasonable attorneys fees. Idaho
Power is not a party to this proceeding but has a 10 percent ownership interest
in the Boardman plant. PGE owns 65 percent of the plant and is the operator of
the plant. On December 5, 2008, PGE filed a motion to dismiss nine of the
twelve claims asserted by the plaintiffs in their complaint, and on September
30, 2009, the court denied most of PGEs motion to dismiss. Idaho Power
continues to monitor the status of this matter but is unable to predict its
outcome or what effect this matter may have on its consolidated financial
position, results of operations, or cash flows.
Snake River Basin Adjudication
Idaho Power is engaged in the Snake
River Basin Adjudication (SRBA), a general stream adjudication commenced in
1987, to define the nature and extent of water rights in the Snake River Basin
in Idaho, including the water rights of Idaho Power.
On March 25, 2009, Idaho Power and the State of Idaho entered into a settlement agreement with respect to the 1984 Swan Falls Agreement and Idaho Power's water rights under the Swan Falls Agreement, which settlement agreement is subject to certain conditions discussed below. The settlement agreement will also resolve litigation
28
between
Idaho Power and the State of Idaho relating to the Swan Falls Agreement that
was filed by Idaho Power on May 10, 2007, with the Idaho District Court for the
Fifth Judicial Circuit, which has jurisdiction over SRBA matters, including the
Swan Falls case.
The settlement agreement resolves
the pending litigation by clarifying that Idaho Powers water rights in excess
of minimum flows at its hydroelectric facilities between Milner Dam and Swan
Falls Dam are subordinate to future upstream beneficial uses, including aquifer
recharge. The agreement commits the State of Idaho and Idaho Power to further
discussions on important water management issues concerning the Swan Falls
Agreement and the management of water in the Snake River Basin. It also
recognizes that water management measures that enhance aquifer levels, springs
and river flows, such as aquifer recharge projects, benefit both agricultural
development and hydropower generation and deserve study to determine their
economic potential, their impact on the environment, and their impact on
hydropower generation. These will be a part of the Comprehensive Aquifer
Management Plan (CAMP) approved by the Idaho Water Resource Board for the
Eastern Snake Plain Aquifer (ESPA), which includes limits on the amount of
aquifer recharge. Idaho Power is a member of the ESPA CAMP advisory committee
and implementation committee.
On April 24, 2009, the Governor of
Idaho signed into law legislation approving provisions contained in the
settlement agreement. On May 6, 2009, as part of the settlement, Idaho Power,
the Governor of Idaho, and the Idaho Water Resource Board executed a memorandum
of agreement relating to future aquifer recharge efforts and further assurances
as to limitations on the amount of aquifer recharge. Idaho Power and the State
of Idaho also filed a joint motion to the SRBA court to dismiss the Swan Falls
case and enter the stipulated water right decrees set forth in the settlement
agreement. Parties representing groundwater users in the Eastern Snake Plain
Aquifer objected to some of the language proposed by Idaho Power and the State
of Idaho relating to water rights in the decrees to be entered by the SRBA
court as contemplated by the settlement agreement. Specifically, the concerns
relate to the language describing the subordination of the rights and its
interplay with the original Swan Falls settlement document and implementing
legislation. On January 4, 2010, the court issued an order approving the
overall settlement subject to certain modifications to the draft water right
decrees proposed by the company and the State of Idaho. Idaho Power continues
to work with the State of Idaho and the parties to reach an agreement
consistent with the courts order regarding the language of the decrees.
U.S. Bureau of Reclamation Proceedings
Idaho Power filed a complaint on
October 15, 2007, and an amended complaint on September 30, 2008, in the U.S.
District Court of Federal Claims in Washington, D.C. against the U.S. Bureau of
Reclamation (USBR). The complaint relates to a 1923 contract right for
delivery of water to Idaho Powers hydropower projects on the Snake River, to
recover damages from the USBR for the lost generation resulting from reduced
flows, and for a prospective declaration of contractual rights and obligations
of the parties. Over the past several months, Idaho Power has been working
with the U.S. and Idaho interests (including the State of Idaho and upstream
water users) in an effort to resolve certain state water right issues pending
in the SRBA that are common to both the SRBA and the pending federal case.
Current discussions primarily relate to modification to state policy and the
Idaho water plan that promote more efficient operation of the upper Snake River
reservoir system to optimize the release and shaping of Snake River flows for
hydroelectric generation downstream during the high-load winter months. In an
effort to promote efficiency, the parties have agreed to present certain legal
issues associated with the 1923 contract to the court in the SRBA case that are
expected to resolve issues in the pending federal case. The SRBA court has
scheduled the presentation of these issues to the court by the fall of 2010.
Idaho Power and the USBR have agreed to stay further proceedings in the federal
case pending the resolution of these issues in the SRBA case. Idaho Power is
unable to predict the outcome of this matter or what effect it may have on its
financial position, results of operations, or cash flows.
Oregon Trail Heights Fire
On August 25, 2008, a fire ignited beneath an Idaho Power distribution line in Boise, Idaho. It was fanned by high winds and spread rapidly, resulting in one death, the destruction of 10 homes, and damage or alleged fire-related losses to approximately 30 others. Following the investigation, the Boise Fire Department determined that the fire was linked to a piece of line hardware on one of Idaho Power's distribution poles and that high winds contributed to the fire and its resultant damage. Idaho Power has received notice of claims from a number of the homeowners and
29
their insurers and while it has continued investigation of these claims, Idaho
Power has reached settlements with a number of the individuals or their
insurers who have alleged damages resulting from the fire. Idaho Power is
insured up to policy limits against liability for claims in excess of its self-insured
retention. Idaho Power has accrued a reserve for any loss that is probable and
reasonably estimable, including insurance deductibles, and believes this matter
will not have a material adverse effect on its consolidated financial position,
results of operations, or cash flows.
Other Legal Proceedings
IDACORP, Idaho Power, and/or IE are
parties to legal claims, actions, and proceedings in addition to those discussed
above. Resolution of any of these matters will take time and the companies
cannot predict the outcome of any of these proceedings. The companies
currently believe that their reserves are adequate for these matters and that
resolution of these matters, taking into account existing reserves, will not
have a material adverse effect on IDACORPs or Idaho Powers consolidated
financial positions, results of operations, or cash flows.
10. BENEFIT PLANS:
Idaho Power has a noncontributory
defined benefit pension plan covering most employees. The benefits under the
plan are based on years of service and the employees final average earnings.
In addition, Idaho Power has a nonqualified deferred compensation plan for
certain senior management employees and directors called the Senior Management
Security Plan (SMSP). Idaho Power also maintains a defined benefit
postretirement plan (consisting of health care and death benefits) that covers
all employees who were enrolled in the active group plan at the time of
retirement as well as their spouses and qualifying dependents. Idaho Power
also has an Employee Savings Plan that complies with Section 401(k) of the
Internal Revenue Code and covers substantially all employees. Idaho Power
matches specified percentages of employee contributions to the Employee Savings
Plan.
The following table shows the
components of net periodic benefit costs for the pension, SMSP, and
postretirement benefits plans for the three months ended June 30 (in thousands
of dollars):
30
The following table shows the
components of net periodic benefit costs for the six months ended June 30 (in
thousands of dollars):
Benefit Plan-Related Legislation
The Patient Protection and
Affordable Care Act and the Health Care and Education Reconciliation Act were
enacted in March 2010. One provision of this legislation eliminates the
deductibility of employer health care costs for retiree prescription drug expenses
that are covered by federal subsidy payments equivalent to Medicare Part D.
While this provision is not effective until 2013, relevant income tax
accounting guidance requires recognition of the future effects of new law in
the period of enactment. Due to the regulatory treatment of postretirement
benefit costs, the increase in certain postretirement costs relating to the
legislation is deferred as a regulatory asset. See Note 2 Income Taxes for
the tax impacts recorded as a result of this legislation.
In June 2010, the Preservation of
Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010 was
signed into law, which permits employers to choose between two alternative
funding options for defined benefit pension plans for any two plan years
between 2008 and 2011, either (i) amortizing the funding shortfall for the
applicable years over 15 years or (ii) paying interest only on the applicable
plan years funding shortfall for two plan years followed by amortization of
the actual shortfall for 7 years. Idaho Power is currently evaluating the new
legislation and its potential impacts, but no decision has been made in regard
to this act. If an alternate funding option is elected, it would reduce near-term
required contributions to the plan by spreading them over a longer time
period. Unless Idaho Power elects to utilize an alternative amortization
schedule under the new legislation, minimum required contributions to the
pension plan is $6 million in the third quarter of 2010, and are estimated to
be $44 million, $47 million, $39 million, and $40 million in 2011, 2012, 2013,
and 2014, respectively. Idaho Power may elect to make contributions earlier
than the required dates.
The legislation does not eliminate
Idaho Powers obligation to fully fund the pension plan. In addition, the
legislation outlines penalties in the form of increased pension contributions
from an employer that elects one of the funding relief options at the same time
that employer (or entities within its ERISA-controlled group) awards excess
employee compensation (generally compensation over $1 million per year paid to
an employee), grants excessive dividends, or effects specified stock
redemptions. Idaho Power will evaluate the legislation and its alternatives further
prior to electing an alternative, if any. See Note 3 - Regulatory Matters
for a discussion of Idaho Powers recovery of pension plan contributions through
the ratemaking process.
31
11. INVESTMENTS IN DEBT AND EQUITY SECURITIES:
Investments in debt and equity
securities classified as available-for-sale securities are reported at fair
value, using either specific identification or average cost to determine the
cost for computing gains or losses. Any unrealized gains or losses on
available-for-sale securities are included in other comprehensive income.
Investments classified as held-to-maturity
securities are reported at amortized cost. Held-to-maturity securities are
investments in debt securities for which the companies have the positive intent
and ability to hold the securities until maturity.
The following table summarizes
investments in debt and equity securities of IDACORP and Idaho Power as of June
30, 2010 and December 31, 2009 (in thousands of dollars):
|
June 30, 2010 |
December 31, 2009 |
||||||||||
|
Gross |
Gross |
|
Gross |
Gross |
|
||||||
|
Unrealized |
Unrealized |
Fair |
Unrealized |
Unrealized |
Fair |
||||||
|
Gain |
Loss |
Value |
Gain |
Loss |
Value |
||||||
Available-for-sale securities |
$ |
1,731 |
$ |
- |
$ |
16,281 |
$ |
2,989 |
$ |
- |
$ |
18,842 |
|
At the end of each reporting
period, IDACORP and Idaho Power analyze securities in loss positions to
determine whether they have experienced a decline in market value that is
considered other-than-temporary. At June 30, 2010 and December 31, 2009, no
securities were in an unrealized loss position.
The following table summarizes
sales of available-for-sale securities for the three and six months ended June
30, 2010 and 2009 (in thousands of dollars):
|
Three months ended |
Six months ended |
||||||
|
June 30, |
June 30, |
||||||
|
2010 |
2009 |
2010 |
2009 |
||||
|
|
|
|
|
|
|
|
|
Proceeds from sales |
$ |
- |
$ |
4,103 |
$ |
- |
$ |
8,965 |
Gross realized gains from sales |
|
- |
|
- |
|
- |
|
11 |
Gross realized losses from sales |
|
- |
|
35 |
|
- |
|
35 |
|
|
|
|
|
|
|
|
|
12. DERIVATIVE FINANCIAL INSTRUMENTS:
Commodity Price Risk
In
connection with its ongoing business operations, Idaho Power is exposed to
market risks relating to changes in electricity and natural gas commodity
prices and certain other fuel prices, which are heavily influenced by supply
and demand. Market risk may also be influenced by market participants
nonperformance of their contractual obligations and commitments, which affects
the supply of, or demand for, the commodity. Idaho Power utilizes derivative
instruments, such as physical and financial forward contracts, for both
electricity and fuel in order to manage the risks relating to these commodity
price exposures. The objective of Idaho Powers energy purchase and sale
activity is to meet the demand of retail electric customers, maintain
appropriate physical reserves to ensure reliability, and make economic use of
temporary surpluses that may develop.
All derivative
instruments are recognized as either assets or liabilities at fair value on the
balance sheet. Idaho Powers physical forward contracts, including renewable
energy certificates, qualify for the normal purchases and normal sales
exception to derivative accounting requirements with the exception of forward
contracts for the purchase of natural gas for use at Idaho Powers natural gas
generation facilities. Because of Idaho Powers power cost adjustment
mechanisms, Idaho Power records the changes in fair value of derivative
instruments related to power supply as regulatory assets or liabilities.
32
Idaho Power had
the following volumes of derivative commodity forward contracts, entered into
for the purpose of economically hedging forecasted purchases and sales,
outstanding at June 30, 2010 and 2009:
|
June 30, |
||
Commodity |
Units |
2010 |
2009 |
Electricity purchases |
MWh |
875,650 |
564,800 |
Electricity sales |
MWh |
367,225 |
220,000 |
Natural gas purchases |
MMBtu |
1,898,750 |
2,797,750 |
Diesel purchases |
Gallons |
447,309 |
446,150 |
|
|
|
|
The following tables present the
fair values and locations of derivatives not designated as hedging instruments
recorded in the balance sheets at June 30, 2010 and December 31, 2009 (in
thousands of dollars):
Commodity Derivatives |
Asset Derivatives |
Liability Derivatives |
||||||
|
|
Balance Sheet |
Fair |
Balance Sheet |
Fair |
|||
June 30, 2010 |
Location |
Value |
Location |
Value |
||||
Current: |
|
|
|
|
|
|
||
|
Financial swaps |
Other current assets |
$ |
17 |
Other current assets |
$ |
- |
|
|
Financial swaps |
Other current liabilities |
|
- |
Other current liabilities |
|
3,889 |
|
|
Forward contracts |
Other current liabilities |
|
- |
Other current liabilities |
|
384 |
|
Long-term: |
|
|
|
|
|
|
||
|
Financial swaps |
Other assets |
|
120 |
Other assets |
|
- |
|
|
Financial swaps |
Other liabilities |
|
- |
Other liabilities |
|
2,387 |
|
|
|
Total |
|
$ |
137 |
|
$ |
6,660 |
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|||||||
Current: |
|
|
|
|
|
|
|||
|
Financial swaps |
Other current assets |
$ |
2,931 |
Other current assets |
$ |
2,087 |
||
|
Financial swaps |
Other current liabilities |
|
9 |
Other current liabilities |
|
610 |
||
|
Forward contracts |
Other current assets |
|
354 |
Other current assets |
|
- |
||
Long-term: |
|
|
|
|
|
|
|||
|
Financial swaps |
Other assets |
|
442 |
Other assets |
|
229 |
||
|
|
Total |
|
$ |
3,736 |
|
$ |
2,926 |
|
|
|
|
|
|
|
|
|
|
|
The following table presents the
effect on income of derivatives not designated as hedging instruments for the
three and six months ended June 30, 2010 and 2009 (in thousands of dollars):
33
Settlement gains and losses on
electricity swap contracts are recorded on the income statement in off-system
sales or purchased power depending on the forecasted position being
economically hedged by the derivative contract. Settlement gains and losses on
both financial and physical contracts for natural gas are reflected in fuel expense.
Settlement gains and losses on diesel derivatives, which are recorded in fuel
stock on the balance sheet, were immaterial for the three and six months ended
June 30, 2010. See Note 13 - Fair Value Measurements for additional
information concerning the determination of fair value for Idaho Powers assets
and liabilities from price risk management activities.
Credit Risk
At June 30, 2010, Idaho Power does
not have material credit exposure from financial instruments, including
derivatives. Idaho Power monitors credit risk exposure through reviews of
counterparty credit quality, corporate-wide counterparty credit exposure, and
corporate-wide counterparty concentration levels. Idaho Power manages these
risks by establishing appropriate credit and concentration limits on
transactions with counterparties and requiring contractual guarantees, cash
deposits, or letters of credit from counterparties or their affiliates, as
deemed necessary. The majority of Idaho Powers contracts are under the form
of the Western Systems Power Pool agreement that provides for adequate
assurances if a counterparty has debt that is downgraded to below investment
grade by at least one rating agency. Idaho Power also requires North American
Energy Standards Board contracts as necessary for physical gas transactions,
and International Swaps and Derivatives Association, Inc. contracts as needed
for financial transactions.
Credit-Contingent Features
Certain of Idaho Powers derivative
instruments contain provisions that require Idaho Powers unsecured debt to
maintain an investment grade credit rating from each of the major credit rating
agencies. If Idaho Powers unsecured debt were to fall below investment grade,
it would be in violation of these provisions, and the counterparties to the
derivative instruments could request immediate payment or demand immediate and
ongoing full overnight collateralization on derivative instruments in net
liability positions. The aggregate fair value of all derivative instruments
with credit-risk-related contingent features that are in a liability position
on June 30, 2010, was $10 million. Idaho Power had posted $7 million of
collateral related to this amount. If the credit-risk-related contingent
features underlying these agreements were triggered on June 30, 2010, Idaho
Power would have been required to post $1 million of additional cash collateral
to its counterparties.
13. FAIR VALUE MEASUREMENTS:
IDACORP and Idaho Power have
categorized their financial instruments, based on the priority of the inputs to
the valuation technique, into a three-level fair value hierarchy. The fair
value hierarchy gives the highest priority to quoted prices in active markets
for identical assets or liabilities (Level 1) and the lowest priority to unobservable
inputs (Level 3). If the inputs used to measure the financial instruments fall
within different levels of the hierarchy, the categorization is based on the
lowest level input that is significant to the fair value measurement of the
instrument.
Financial assets and liabilities
recorded on the condensed consolidated balance sheets are categorized based on
the inputs to the valuation techniques as follows:
Level 1: Financial assets and liabilities whose values are based on unadjusted quoted prices for identical assets or liabilities in an active market that IDACORP and Idaho Power has the ability to access.
Level 2: Financial assets and liabilities whose values are based on the following:
a) Quoted prices for similar assets or liabilities in active markets;
b) Quoted prices for identical or similar assets or liabilities in non-active markets;
c) Pricing models whose inputs are observable for substantially the full term of the asset or liability; and
d) Pricing models whose inputs are derived principally from or corroborated by observable market data through correlation or other means for substantially the full term of the asset or liability.
IDACORP and Idaho Power Level 2 inputs
are based on quoted market prices adjusted for location using corroborated,
observable market data.
34
Level 3: Financial assets and
liabilities whose values are based on prices or valuation techniques that
require inputs that are both unobservable and significant to the overall fair
value measurement. These inputs reflect managements own assumptions about the
assumptions a market participant would use in pricing the asset or liability.
Idaho Powers derivatives are
contracts entered into as part of its management of loads and resources.
Electricity swaps are valued on the Intercontinental Exchange with quoted
prices in an active market. Natural gas and diesel derivative valuations are
performed using New York Mercantile Exchange (NYMEX) pricing, adjusted for
basis location, which are also quoted under NYMEX. Trading securities consists
of employee-directed investments held in a Rabbi Trust and are related to an
executive deferred compensation plan. Available-for-sale securities are
related to the SMSP and are held in a Rabbi Trust and are actively traded money
market and equity funds with quoted prices in active markets.
The table below presents
information about IDACORPs and Idaho Powers assets and liabilities measured
at fair value on a recurring basis as of June 30, 2010, and December 31, 2009
(in thousands of dollars). IDACORPs and Idaho Powers assessment of the
significance of a particular input to the fair value measurement requires
judgment and may affect the valuation of fair value assets and liabilities and
their placement within the fair value hierarchy. There were no transfers
between levels for the periods presented.
|
Quoted Prices in |
Significant |
Significant |
|
|||||
|
Active Markets |
Other |
Unobservable |
|
|||||
|
for Identical |
Observable |
Inputs |
|
|||||
|
Assets (Level 1) |
Inputs (Level 2) |
(Level 3) |
Total |
|||||
June 30, 2010 |
|
|
|
|
|
|
|
|
|
IDACORP |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
137 |
$ |
- |
$ |
- |
$ |
137 |
|
Money market funds |
|
11,776 |
|
- |
|
- |
|
11,776 |
|
Trading securities: Equity securities |
|
4,599 |
|
- |
|
- |
|
4,599 |
|
Available-for-sale securities: Equity securities |
|
16,281 |
|
- |
|
- |
|
16,281 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
(2,810) |
$ |
(384) |
$ |
- |
$ |
(3,194) |
Idaho Power |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
137 |
$ |
- |
$ |
- |
$ |
137 |
|
Money market funds |
|
10,000 |
|
- |
|
- |
|
10,000 |
|
Trading securities: Equity securities |
|
4,089 |
|
- |
|
- |
|
4,089 |
|
Available-for-sale securities: Equity securities |
|
16,281 |
|
- |
|
- |
|
16,281 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
(2,810) |
$ |
(384) |
$ |
- |
$ |
(3,194) |
|
|
|
|
|
|
|
|
|
|
December 31, 2009 |
|
|
|
|
|
|
|
|
|
IDACORP |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
1,056 |
$ |
354 |
$ |
- |
$ |
1,410 |
|
Money market funds |
|
38,221 |
|
- |
|
- |
|
38,221 |
|
Trading securities: Equity securities |
|
6,286 |
|
- |
|
- |
|
6,286 |
|
Available-for-sale securities: Equity securities |
|
18,842 |
|
- |
|
- |
|
18,842 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
(601) |
$ |
- |
$ |
- |
$ |
(601) |
Idaho Power |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
1,056 |
$ |
354 |
$ |
- |
$ |
1,410 |
|
Money market funds |
|
19,364 |
|
- |
|
- |
|
19,364 |
|
Trading securities: Equity securities |
|
5,217 |
|
- |
|
- |
|
5,217 |
|
Available-for-sale securities: Equity securities |
|
18,842 |
|
- |
|
- |
|
18,842 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Derivatives |
$ |
(601) |
$ |
- |
$ |
- |
$ |
(601) |
|
|
|
|
|
|
|
|
|
|
35
The table below presents the
carrying value and estimated fair value of financial instruments that are not
reported at fair value, as of June 30, 2010 and December 31, 2009, using
available market information and appropriate valuation methodologies. The use
of different market assumptions and/or estimation methodologies may have a
material effect on the estimated fair value amounts. Cash and cash
equivalents, deposits, customer and other receivables, notes payable, accounts
payable, interest accrued, and taxes accrued are reported at their carrying
value as these are a reasonable estimate of their fair value. The estimated
fair values for notes receivable and long-term debt are based upon quoted
market prices of the same or similar issues or discounted cash flow analyses as
appropriate.
|
June 30, 2010 |
December 31, 2009 |
|||||||
|
Carrying |
Estimated |
Carrying |
Estimated |
|||||
|
Amount |
Fair Value |
Amount |
Fair Value |
|||||
|
(thousands of dollars) |
||||||||
IDACORP |
|
|
|
|
|
|
|
|
|
Assets: |
|
|
|
|
|
|
|
|
|
|
Notes receivable |
$ |
2,946 |
$ |
2,946 |
$ |
2,946 |
$ |
2,946 |
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
|
1,421,526 |
|
1,490,961 |
|
1,422,130 |
|
1,406,815 |
Idaho Power |
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
Long-term debt |
$ |
1,412,791 |
$ |
1,482,307 |
$ |
1,413,854 |
$ |
1,398,681 |
|
|
|
|
|
|
|
|
|
14. SEGMENT INFORMATION:
IDACORPs only
reportable segment is utility operations. The utility operations segments
primary source of revenue is the regulated operations of Idaho Power. Idaho
Powers regulated operations include the generation, transmission,
distribution, purchase, and sale of electricity. This segment also includes
income from IERCo, a wholly-owned subsidiary of Idaho Power that is also
subject to regulation and is a one-third owner of BCC, an unconsolidated joint
venture.
IDACORPs other
operating segments are below the quantitative and qualitative thresholds for
reportable segments and are included in the All Other category. This
category is comprised of IFSs investments in affordable housing developments
and historic rehabilitation projects, Ida-Wests joint venture investments in
small hydroelectric generation projects, the remaining activities of energy
marketer IE, which wound down its operations in 2003, and IDACORPs holding
company expenses.
The following
table summarizes the segment information for IDACORPs utility operations and
the total of all other segments, and reconciles this information to total
enterprise amounts (in thousands of dollars):
|
Utility |
All |
|
Consolidated |
|||||
|
Operations |
Other |
Eliminations |
Total |
|||||
Three months ended June 30, 2010: |
|
|
|
|
|||||
|
Revenues |
$ |
240,790 |
$ |
963 |
$ |
- |
$ |
241,753 |
|
Income attributable to IDACORP, Inc. |
|
38,828 |
|
381 |
|
- |
|
39,209 |
Total assets at June 30, 2010 |
$ |
4,157,515 |
$ |
144,879 |
$ |
(21,607) |
$ |
4,280,787 |
|
Three months ended June 30, 2009: |
|||||||||
|
Revenues |
$ |
242,518 |
$ |
1,116 |
$ |
- |
$ |
243,634 |
|
Income attributable to IDACORP, Inc. |
|
26,326 |
|
1,149 |
|
- |
|
27,475 |
Six months ended June 30, 2010: |
|
|
|
|
|||||
|
Revenues |
$ |
493,250 |
$ |
1,466 |
$ |
- |
$ |
494,716 |
|
Income (loss) attributable to IDACORP, Inc. |
|
57,049 |
|
(1,777) |
|
- |
|
55,272 |
Six months ended June 30, 2009: |
|||||||||
|
Revenues |
$ |
470,547 |
$ |
1,661 |
$ |
- |
$ |
472,208 |
|
Income attributable to IDACORP, Inc. |
|
45,610 |
|
749 |
|
- |
|
46,359 |
36
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and
Shareholders of IDACORP, Inc.
Boise, Idaho
We have reviewed the accompanying
condensed consolidated balance sheet of IDACORP, Inc. and subsidiaries (the Company)
as of June 30, 2010, and the related condensed consolidated statements of
income and comprehensive income for the three-month and six-month periods ended
June 30, 2010 and 2009 and of equity and cash flows for the six-month periods
ended June 30, 2010 and 2009. These interim financial statements are the
responsibility of the Companys management.
We conducted our reviews in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). A review of interim financial information consists
principally of applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not
aware of any material modifications that should be made to such condensed
consolidated interim financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheet of IDACORP, Inc. and
subsidiaries as of December 31, 2009, and the related consolidated statements
of income, comprehensive income, equity, and cash flows for the year then ended
(not presented herein); and in our report dated February 23, 2010, we expressed
an unqualified opinion on those consolidated financial statements, which
included an explanatory paragraph related to the adoption of accounting
guidance for noncontrolling interests in consolidated financial statements and
guidance for accounting for uncertainty in income taxes. In our opinion, the
information set forth in the accompanying condensed consolidated balance sheet
as of December 31, 2009 is fairly stated, in all material respects, in relation
to the consolidated balance sheet from which it has been derived.
/s/
DELOITTE & TOUCHE LLP
Boise, Idaho
August 5, 2010
37
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Shareholder
of Idaho Power Company
Boise, Idaho
We have reviewed the accompanying
condensed consolidated balance sheet and statement of capitalization of Idaho
Power Company and subsidiary (the Company) as of June 30, 2010, and the
related condensed consolidated statements of income and comprehensive income
for the three-month and six-month periods ended June 30, 2010 and 2009, and of
cash flows for the six-month periods ended June 30, 2010 and 2009. These
interim financial statements are the responsibility of the Companys
management.
We conducted our reviews in
accordance with the standards of the Public Company Accounting Oversight Board
(United States). A review of interim financial information consists
principally of applying analytical procedures and making inquiries of persons
responsible for financial and accounting matters. It is substantially less in
scope than an audit conducted in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the objective of which is
the expression of an opinion regarding the financial statements taken as a
whole. Accordingly, we do not express such an opinion.
Based on our reviews, we are not
aware of any material modifications that should be made to such condensed
consolidated interim financial statements for them to be in conformity with
accounting principles generally accepted in the United States of America.
We have previously audited, in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the consolidated balance sheet and statement of capitalization
of Idaho Power Company and subsidiary as of December 31, 2009, and the related
consolidated statements of income, comprehensive income, retained earnings, and
cash flows for the year then ended (not presented herein); and in our report
dated February 23, 2010, we expressed an unqualified opinion on those
consolidated financial statements, which included an explanatory paragraph
related to the adoption of guidance for accounting for uncertainty in income
taxes. In our opinion, the information set forth in the accompanying condensed
consolidated balance sheet and statement of capitalization as of December 31,
2009 is fairly stated, in all material respects, in relation to the consolidated
balance sheet and statement of capitalization from which it has been derived.
/s/
DELOITTE & TOUCHE LLP
Boise, Idaho
August 5, 2010
38
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Megawatt-hours (MWh) and dollar amounts, other than earnings per share, are in thousands unless
otherwise indicated).
INTRODUCTION
In Managements Discussion and
Analysis of Financial Condition and Results of Operations (MD&A), the
general financial condition and results of operations for IDACORP, Inc. and its
subsidiaries (collectively, IDACORP) and Idaho Power Company and its subsidiary
(collectively, Idaho Power) are discussed.
IDACORP is a holding company formed
in 1998 whose principal operating subsidiary is Idaho Power. IDACORP is
subject to the provisions of the Public Utility Holding Company Act of 2005,
which provides certain access to books and records to the Federal Energy
Regulatory Commission (FERC) and state utility regulatory commissions and
imposes certain record retention and reporting requirements on IDACORP.
IDACORPs common stock is listed and trades on the New York Stock Exchange
under the trading symbol IDA.
Idaho Power is an electric utility
with a service territory covering approximately 24,000 square miles in southern
Idaho and eastern Oregon. Idaho Power provided electric service to 490,470
general business customers as of June 30, 2010. Idaho Power is regulated by
the FERC and the state regulatory commissions of Idaho and Oregon. Idaho Power
is the parent of Idaho Energy Resources Co. (IERCo), a joint venturer in
Bridger Coal Company (BCC), which mines and supplies coal to the Jim Bridger
generating plant owned in part by Idaho Power. Idaho Power generates revenues
and cash flows primarily from the sale and distribution of electricity to
customers in its Oregon and Idaho service territory, as well as from the
wholesale sale and transmission of electricity. Idaho Powers revenues and
income from operations are subject to fluctuations during the year due to the
impacts of seasonal weather conditions on demand for electricity, price
changes, customer usage patterns (which are affected in large part by the
condition of the local economy), and the availability and price of purchased
power and fuel. Idaho Power is a dual peaking utility that typically
experiences its highest retail energy sales during the summer irrigation and
cooling season, with a lower peak in the winter that generally results from
heating demand. IDACORPs and Idaho Powers financial condition is also
affected by regulatory decisions, through which Idaho Power seeks to recover
its costs, including purchased power and fuel costs, on a timely basis, and to
earn an authorized return on investment, and by the ability to obtain financing
through the issuance of debt and/or equity securities.
IDACORPs other subsidiaries
include IDACORP Financial Services, Inc. (IFS), an investor in affordable
housing and other real estate investments; Ida-West Energy Company (Ida-West),
an operator of small hydroelectric generation projects that satisfy the
requirements of the Public Utility Regulatory Policies Act (PURPA); and IDACORP
Energy (IE), a marketer of energy commodities, which wound down operations in
2003.
While reading the MD&A, please
refer to the accompanying condensed consolidated financial statements of
IDACORP and Idaho Power. This discussion updates the MD&A included in the
Annual Report on Form 10-K for the year ended December 31, 2009, and the
Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, and should
be read in conjunction with the discussions in those reports.
FORWARD-LOOKING INFORMATION
In addition to the historical information contained in this report, this report includes forward-looking statements. In connection with the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, IDACORP and Idaho Power are hereby filing cautionary statements identifying important factors that could cause actual results to differ materially from those projected in forward-looking statements, made by or on behalf of IDACORP or Idaho Power in this report, in presentations, in response to questions or otherwise. Any statements that express, or involve discussions as to expectations, beliefs, plans, objectives, assumptions or future events or performance, often, but not always, through the use of words or phrases such as "anticipates," "believes," "estimates," "expects," "intends," "plans," "predicts," "projects," "may result," "may continue," or similar expressions, are not statements of historical facts and may be forward-looking. Forward-looking statements are not guarantees of future performance and involve estimates, assumptions, risks, and uncertainties and are qualified in their entirety by reference to, and are
39
accompanied by, the following important
factors that could cause actual results or outcomes to differ materially from
those expressed. In addition to any assumptions and other factors and matters
referred to specifically in connection with such forward-looking statements,
factors that could cause actual results or outcomes to differ materially from
those discussed in forward-looking statements include those factors discussed
in IDACORPs and Idaho Powers 2009 Annual Report on Form 10-K, particularly
Item 1A Risk Factors, as updated by Part II, Item 1A of this Quarterly
Report on Form 10-Q, and the following important factors:
40
Any forward-looking statement speaks
only as of the date on which such statement is made. New factors emerge from
time to time and it is not possible for management to predict all such factors,
nor can it assess the impact of any such factor on the business or the extent
to which any factor, or combination of factors, may cause results to differ
materially from those contained in any forward-looking statement.
EXECUTIVE OVERVIEW
Second Quarter 2010 Financial Results
A summary of net income
attributable to IDACORP, Inc. and earnings per diluted share for the three and
six months ended June 30, 2010 and 2009 is as follows:
|
Three months ended |
Six months ended |
||||||
|
June 30, |
June 30, |
||||||
|
2010 |
2009 |
2010 |
2009 |
||||
Net income attributable to IDACORP, Inc. |
$ |
39,209 |
$ |
27,475 |
$ |
55,272 |
$ |
46,359 |
Average outstanding shares diluted (000s) |
|
48,048 |
|
46,977 |
|
47,966 |
|
46,927 |
Earnings per diluted share |
$ |
0.82 |
$ |
0.58 |
$ |
1.15 |
$ |
0.99 |
41
The following table presents a
reconciliation of net income attributable to IDACORP, Inc. for the period of three
and six months ended June 30, 2009 to June 30, 2010 (items are in millions and
are before tax unless otherwise noted):
|
Three months |
Six months |
||||||||
|
|
|
ended |
ended |
||||||
Net income attributable to IDACORP, Inc. - June 30, 2009 |
|
|
$ |
27.5 |
|
|
$ |
46.4 |
||
Change in Idaho Power net income before taxes: |
|
|
|
|
|
|
|
|
||
|
Rate and other regulatory changes, including power cost and |
|
|
|
|
|
|
|
|
|
|
|
fixed cost adjustment mechanisms |
$ |
(0.2) |
|
|
$ |
8.8 |
|
|
|
Reduced sales volumes |
|
(5.6) |
|
|
|
(12.4) |
|
|
|
|
Oregon 2007 excess power cost deferral recorded in 2009 |
|
(6.4) |
|
|
|
(6.4) |
|
|
|
|
Increased depreciation expense |
|
(1.9) |
|
|
|
(4.5) |
|
|
|
|
Decreased life insurance gains |
|
(0.5) |
|
|
|
(3.8) |
|
|
|
|
Change in earnings at BCC |
|
2.6 |
|
|
|
(0.3) |
|
|
|
|
Other |
|
2.0 |
|
|
|
- |
|
|
|
Additional accumulated deferred investment tax credit (ADITC) |
|
|
|
|
|
|
|
|
||
|
amortization |
|
(4.5) |
|
|
|
- |
|
|
|
Decrease in income tax expense excluding additional ADITC |
|
|
|
|
|
|
|
|
||
|
amortization |
|
27.0 |
|
|
|
30.0 |
|
|
|
Total increase in Idaho Power net income |
|
|
|
12.5 |
|
|
|
11.4 |
||
Other net decreases, net of tax |
|
|
|
(0.8) |
|
|
|
(2.5) |
||
|
Net income attributable to IDACORP, Inc. - June 30, 2010 |
|
|
$ |
39.2 |
|
|
$ |
55.3 |
|
|
|
|
|
|
|
|
|
|
|
A decrease in the estimated annual
effective tax rate, primarily resulting from a tax accounting method change for
repair-related expenditures on utility assets for the 2009 tax year,
significantly impacted IDACORPs and Idaho Powers results for the second
quarter of 2010. For the quarter ended June 30, 2010, Idaho Power recorded an
estimated net tax benefit of $25.2 million related to the cumulative effect of
the method change (tax years 1999 through 2009) and has included an annual
deduction estimate in its 2010 income tax provision, which resulted in a $3.6
million net tax benefit. Idaho Power also increased its current liability for
uncertain tax positions by $10.9 million.
Based on its current
estimates, Idaho Power believes its return on equity in the Idaho retail
jurisdiction will exceed 9.5 percent on year-end equity and does not expect the
need to amortize additional ADITC for 2010 as allowed under a provision of the
2009 settlement agreement with the IPUC. The agreement allows an additional
amortization of up to $25 million of ADITC only if Idaho Powers actual rate of
return on year-end equity is below 9.5 percent. As a result, Idaho Power
reversed the $4.5 million of ADITC amortization recorded in the first quarter
of 2010. The reversal of ADITC in the second quarter of 2010 enables Idaho
Power to carry over the credit to future periods, making them available to
benefit customers or shareholders in the future.
Idaho Powers operating
income decreased $13 million for the quarter and $14 million for the year-to-date
compared to the same periods of 2009, primarily due to reduced sales volumes.
Sales volumes were down four percent for the quarter and five percent year-to-date
due to mild, wet weather, economic factors, and energy conservation. Mild
weather reduced electricity demand for heating and cooling, and wet weather
decreased electricity demand for the operation of irrigation equipment,
decreasing sales to irrigation customers 15 percent for the quarter and year-to-date.
Economic conditions in Idaho Powers service area remained weak and Idaho Power
attributes a portion of the reduced sales volumes to these conditions. While
there are some indicators of improvement, overall economic conditions in the
service area have not recovered from the recession. For instance, unemployment
rates are still high relative to historic unemployment levels and customer
growth was modest during the second quarter of 2010. Volume decreases were
partially offset by the fixed cost adjustment (FCA) mechanism and lower power
supply costs.
Idaho Power's operating income also decreased due to a $6.4 million Oregon
excess power cost recovery recorded in 2009 that did not recur in 2010. Depreciation expense
increased primarily due to the conversion to Advanced Metering Infrastructure
(AMI). Idaho Power has accelerated depreciation expense for non-AMI meters and
is collecting an offsetting amount in revenues.
42
Other income was impacted
by lower life insurance benefits as gains recorded in 2009 that did not recur
in 2010. Earnings at BCC increased $3 million for the quarter and remained
nearly the same year-to-date due to a change in coal pricing and an increase in
coal deliveries.
Earnings at IDACORPs non-regulated
subsidiaries and the holding company declined $0.8 million for the quarter and
$2.5 million year-to-date due to the effects of intra-period tax allocations.
IDACORP estimates its consolidated group annual effective income tax rate at
the holding company in accordance with interim reporting requirements. The
estimated annual rate was used in determining income tax expense for the
quarter and resulted in an intra-period allocation of expense.
Regulatory Matters
Idaho Power has a number
of pending or recently completed regulatory filings and resulting orders,
including the following:
Idaho Settlement Agreement:
In
January 2010, the IPUC approved a settlement agreement among Idaho Power,
several of Idaho Powers customers, the IPUC Staff, and others with respect to
rates for 2009 through 2011. The agreement contains four important elements:
(1) a general rate freeze until January 1, 2012, with some exceptions; (2) a
specified distribution of the expected 2010 PCA decrease to directly reduce
customer rates, providing some general rate relief to Idaho Power and resetting
base level power supply costs for the PCA going forward; (3) use of investment
tax credits to get to a 9.5 percent return on equity in the Idaho jurisdiction;
and (4) an equal sharing of any Idaho earnings exceeding the authorized return
on equity of 10.5 percent.
Idaho 2010 PCA Filing:
On
May 28, 2010, the IPUC issued an order approving a $146.9 million decrease in
the 2010 PCA, along with a base rate increase of $88.7 million, both effective
June 1, 2010. The net effect of these two rate adjustments is an overall
decrease in customer rates of $58.2 million, or 6.49 percent.
Other Idaho 2010 Filings:
On
May 28, 2010, Idaho Power received the following rate orders from the IPUC,
each with an effective date of June 1, 2010:
Fixed Cost Adjustment : The IPUC approved Idaho Power's March 2010 request to implement an an estimated $3.6 million annual increase over current rates to residential and small general service customers for electric service from June 1, 2010 through May 31, 2011.
Pension : The IPUC approved Idaho Powers March 2010 request to increase rates by 0.77 percent, or $5.4 million, for recovery of Idaho Powers pension plan contribution, and Idaho Power began amortizing the related costs in June 2010. In its order, the IPUC stated that the allowance of recovery of the 2009 pension plan contribution does not guarantee that the IPUC will similarly approve future recovery of pension contributions without further justification.
Advanced Metering Infrastructure : The IPUC approved Idaho Powers March 2010 application requesting authority to implement a 0.41 percent average increase (representing a 0.33 percent overall increase), or an increase of $2.4 million, in rates for identified customer classes to recover costs relating to the AMI project.
Oregon 2009 General Rate Case:
On February 24, 2010, the OPUC approved a $5 million, or 15.4 percent, increase
in base rates. The new rates were effective March 1, 2010, and are based on a
return on equity of 10.175 percent and an overall rate of return of 8.061
percent.
Oregon Power Cost Recovery
Mechanisms:
On May 24, 2010, the OPUC approved the 2010 annual power cost
update (APCU) rate adjustment for Oregon customers. The 2010 APCU resulted in
a $2.2 million, or 5.53 percent, annual increase in Oregon rates, effective
June 1, 2010.
Annual OATT Update:
On June
1, 2010, Idaho Power posted its annual Draft Informational Filing (DIF) for its
open access transmission tariff (OATT). The new draft rate is $19.60 per
kW/yr, an increase of 23.8 percent over the present OATT rate of $15.83 per
kW/yr.
43
For a more complete discussion of
regulatory proceedings, refer to Note 3 -Regulatory Matters to the condensed
consolidated financial statements included in this report and REGULATORY MATTERS
below.
Liquidity
IDACORP and Idaho Power expect to
continue financing capital requirements with a combination of internally
generated funds and externally financed capital. In the second quarter of 2010,
Idaho Power received approvals from its state regulatory commissions for the
issuance of up to an aggregate of $500 million of additional first mortgage
bonds and debt securities. On May 12, 2010, Idaho Power filed a shelf
registration statement with the SEC for the sale of up to $500 million of first
mortgage bonds and debt securities. The SEC declared the registration
statement effective on May 25, 2010. To facilitate the issuance of the
securities, on June 17, 2010, Idaho Power entered into a selling agency
agreement in connection with the potential issuance and sale of up to $500
million aggregate principal amount of first mortgage bonds under Idaho Powers
Indenture of Mortgage and Deed of Trust, dated as of October 1, 1937, as
amended and supplemented.
Capital Requirements: Idaho Power is in a period of significant infrastructure development and has several major projects in development. The most significant projects are summarized here and are discussed further in LIQUIDITY AND CAPITAL RESOURCES Capital Requirements.
Langley Gulch Power Plant:
Langley Gulch is a natural gas-fired combined cycle
combustion turbine (CCCT) generating plant with a summer nameplate capacity of
approximately 300 megawatts (MWs) and a winter capacity of approximately 330
MW. Construction of the plant is underway. The total cost estimate for the
project including allowance for funds used during construction (AFUDC) is $427
million, $102 million of which Idaho Power has incurred through June 30, 2010.
Transmission Projects: Idaho Power and PacifiCorp are pursuing the joint development of the Boardman-Hemingway Line, a proposed 500-kiloVolt (kV) line between a station near Boardman, Oregon, and the Hemingway station, near Boise, Idaho. Idaho Power estimates total construction costs of $600 million and expects its share of the project to be between 30 and 50 percent. Idaho Power and PacifiCorp are also pursuing the joint development of Gateway West, a project to build transmission lines between Windstar, a station located near Douglas, Wyoming, and the Hemingway station. The current estimated cost for Idaho Powers share of the project is between $300 million and $500 million.
Transmission Equipment Purchase and Sale and Joint Ownership and Operating Agreements: On April 30, 2010, Idaho Power entered into a Joint Purchase and Sale Agreement with PacifiCorp, pursuant to which Idaho Power agreed to sell to PacifiCorp a 59.0 percent interest in the 500-kV portions of transmission-related and interconnection equipment located at Idaho Powers Hemingway station near Boise, Idaho; and PacifiCorp agreed to sell to Idaho Power a 20.8 percent interest in the 345-kV portions of transmission-related and interconnection equipment located at PacifiCorps Populus station. On May 3, 2010, the closing date of the purchase and sale, Idaho Power and PacifiCorp also entered into two Joint Ownership and Operating Agreements for the Hemingway and Populus stations, which set forth terms pertaining to the construction, joint ownership, and operation of transmission and interconnection facilities at those stations.
AMI / Smart Grid (American
Recovery and Reinvestment Act of 2009 (ARRA)):
Under the ARRA, in April 2010 Idaho Power finalized the grant of $47
million from the Department of Energy (DOE). This grant will match a $47
million investment by Idaho Power in smart grid AMI technology. Billings on
this reimbursement contract began in May 2010 and are expected to occur monthly
over the estimated three-year term of the grant.
Other Issues
Water
Management Issues:
Power generation
at the Idaho Power hydroelectric power plants on the Snake River depends on the
state water rights held by Idaho Power and the long-term sustainability of the
Snake River, tributary spring flows, and the Eastern Snake Plain Aquifer (ESPA).
Idaho Power continues to participate in water management issues in Idaho that
may affect those water rights and resources. For a further discussion of water
management issues see LEGAL MATTERS Snake River Basin Water Rights.
44
Environmental
Matters:
Long-term climate change
could significantly affect Idaho Powers business, and climate change
regulations are expected to have major implications for Idaho Power and the
energy industry. Idaho Power has established guidelines with goals to reduce
the carbon dioxide (CO
2
) emission intensity of its utility
operations, intended to further prepare Idaho Power for potential legislative
and/or regulatory restrictions on greenhouse gas (GHG) emissions while
minimizing the costs of complying with such restrictions on Idaho Powers
customers. Idaho Powers thermal facilities are subject to federal and/or
state-promulgated (1) ambient air quality standards, including those for ozone
and fine particulate matter, (2) laws and regulations limiting mercury
emissions, (3) regional haze best available retrofit technology requirements,
and (4) new source review and performance standards. Idaho Powers
environmental compliance costs will continue to be significant for the
foreseeable future and could increase substantially, particularly in light of
proposed additional regulation at the federal and state levels. These issues
are discussed in more detail in ENVIRONMENTAL ISSUES below.
Boardman Coal Plant:
On
April 2, 2010, Portland General Electric Company (PGE) submitted a petition to
the Oregon Environmental Quality Commission (OEQC) seeking rule revisions to
allow the utility to meet new environmental standards by closing the Boardman
power plant in 2020. This petition was rejected by the OEQC on June 17, 2010 at
the recommendation of the Oregon Department of Environmental Quality (ODEQ).
On June 28, 2010, the ODEQ proposed new Boardman early closure options to the
OEQC. One of the options calls for the closure of the plant as early as 2015.
Idaho Power is a ten percent owner of the Boardman plant, representing 64 MW of
nameplate capacity. Idaho Power is evaluating the current proposals and
discussing with PGE the options and the advisability of closing the Boardman
plant. At June 30, 2010, Idaho Powers net book value in the Boardman plant
was approximately $20 million with annual depreciation of approximately $1.2
million.
Health Care Acts:
The
Patient Protection and Affordable Care Act and the related Health Care and
Education Reconciliation Act were enacted in March 2010. The enactment of the
legislation required Idaho Power to record a $0.9 million charge to income tax
expense in the first quarter of 2010. Idaho Power is evaluating what other
impacts, if any, the health care legislation may have on its and IDACORPs
future results of operations, cash flows, or financial positions, and if
benefit plan structure changes may be necessary. For a more complete
discussion of the health care legislation, refer to Note 10 - Benefit Plans
to the condensed consolidated financial statements included in this report.
Pension Funding Legislation
:
In June 2010, the Preservation of Access to Care for Medicare Beneficiaries and
Pension Relief Act of 2010 was signed into law. Under the Relief Act, Idaho
Power could, for any two plan years between 2008 and 2011, elect to amortize certain pension funding shortfalls over a 15 year
period or pay interest only on
the applicable plan years funding shortfall for two plan years followed by
amortization of the shortfall for seven years. Were Idaho Power to make one of
these elections, it would reduce near-term required contributions to the plan
by spreading them over a longer time period. Idaho Power continues to evaluate
the new legislation and its potential impacts, but has not yet determined
which, if any, of these options it will choose.
Key Operating and Financial Metrics
IDACORPs and Idaho Powers outlook
for 2010 full year metrics is set forth below:
|
2010 Estimates |
|
|
Current |
Previous |
Idaho Power Operation & Maintenance Expense (millions) |
No change |
$295-$305 |
Idaho Power Capital Expenditures (millions) (1) |
No change |
$355-$365 |
Idaho Power Hydroelectric Generation (million MWh) (2) |
7.0-8.0 |
6.5-8.5 |
Non-regulated subsidiary earnings and holding company expenses (millions) (3) |
No change |
$0-$3.0 |
|
|
|
(1) The range for capital expenditures includes amounts for the Langley Gulch power plant, the Hemingway-Bowmont transmission line, the Hemingway station, and expenditures for the siting and permitting of major transmission expansions for the Boardman to Hemingway and Gateway West transmission projects. The range does not include $47 million awarded to Idaho Power from the Department of Energy through the American Recovery and Reinvestment Act of 2009. |
||
(2) The range of estimated hydroelectric generation has been revised to reflect actual hydroelectric generation through June and estimated ranges of hydroelectric generation for the remainder of the year. |
||
(3) For the six months ended June 30, 2010, non-regulated earnings and holding company expenses resulted in a net loss of $2.5 million, primarily due to the impact of intra-period tax allocation at the holding company. IDACORP expects that combined earnings and holding company expenses will be in the range of breakeven to a positive $3.0 million by year end. |
45
RESULTS OF OPERATIONS
This section of the MD&A takes
a closer look at the significant factors that affected IDACORPs and Idaho
Powers earnings during the three and six months ended June 30, 2010. In this
analysis, the results for 2010 are compared to the same periods in 2009.
The following table presents net
income (losses) for IDACORP and its subsidiaries for the three and six months
ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Idaho Power Utility operations |
$ |
38,828 |
$ |
26,326 |
$ |
57,049 |
$ |
45,610 |
|
IDACORP Financial Services |
|
102 |
|
188 |
|
63 |
|
329 |
|
Ida-West Energy |
|
1,010 |
|
1,384 |
|
1,188 |
|
1,572 |
|
IDACORP Energy |
|
(45) |
|
(29) |
|
152 |
|
(48) |
|
Holding company |
|
(686) |
|
(394) |
|
(3,180) |
|
(1,104) |
|
|
Net income attributable to IDACORP, Inc. |
$ |
39,209 |
$ |
27,475 |
$ |
55,272 |
$ |
46,359 |
Average common shares outstanding (diluted, in 000s) |
|
48,048 |
|
46,977 |
|
47,966 |
|
46,927 |
|
Earnings per diluted share |
$ |
0.82 |
$ |
0.58 |
$ |
1.15 |
$ |
0.99 |
|
|
|
|
|
Utility Operations
The table below
presents Idaho Powers energy sales and supply (in thousands of MWhs) for the three and six
months ended June 30, 2010 and 2009:
|
|
Three months ended |
Six months ended |
||
|
|
June 30, |
June 30, |
||
|
|
2010 |
2009 |
2010 |
2009 |
General business sales |
3,127 |
3,256 |
6,236 |
6,535 |
|
Off-system sales |
601 |
1,095 |
1,367 |
1,672 |
|
|
Total energy sales |
3,728 |
4,351 |
7,603 |
8,207 |
Hydroelectric generation |
2,298 |
2,976 |
4,200 |
4,561 |
|
Coal generation |
1,154 |
1,108 |
3,027 |
3,065 |
|
Natural gas and other generation |
18 |
13 |
21 |
22 |
|
|
Total system generation |
3,470 |
4,097 |
7,248 |
7,648 |
Purchased power |
579 |
539 |
974 |
1,200 |
|
Line losses |
(321) |
(285) |
(619) |
(641) |
|
|
Total energy supply |
3,728 |
4,351 |
7,603 |
8,207 |
|
|
|
|
|
|
Because of its reliance on
hydroelectric generation, Idaho Powers generation operations can be
significantly affected by water conditions. The availability of hydroelectric
power depends on the amount of snow pack in the mountains upstream of Idaho
Powers hydroelectric facilities, reservoir storage, springtime snow pack run-off,
river base flows, spring flows, rainfall, amount and timing of water leases,
and other weather and stream flow management considerations. During low water
years, when stream flows into Idaho Powers hydroelectric projects are reduced
and reservoir storage is low, Idaho Powers hydroelectric generation is
generally reduced. This results in less generation from Idaho Powers resource
portfolio available for off-system sales and, generally, an increased use of
purchased power to meet load requirements. Both of these situations, a
reduction in off-system sales and an increased use of more expensive purchased
power, result in increased power supply costs. While the cost of purchased
power is typically higher than the cost of hydroelectric generation, the
incremental cost is included in regulatory mechanisms that allow Idaho Power to
recover most of these costs.
46
For the three months ended June 30,
2010, hydroelectric generation comprised 66 percent of Idaho Powers total
system generation and 57 percent of its total energy supply. For the three
months ended June 30, 2010, Idaho Powers hydroelectric generation decreased 23
percent over the same period of 2009 due to a significantly lower than average
snowpack and resulting spring runoff. Snowpack was 69 percent of average in
2010 compared to 94 percent of average in 2009. Based on current reservoir
levels, forecasted stream flow, and other conditions relevant to its estimate
of hydroelectric generation capacity, Idaho Power expects to generate between
7.0 and 8.0 million MWh from its hydroelectric facilities in 2010, compared to
8.1 million MWh in 2009. Idaho Powers modeled median annual hydroelectric
generation is 8.6 million MWh, based on hydrologic conditions for the period
1928 through 2009 and adjusted to reflect the current level of water resource
development.
Idaho Powers
system is dual peaking, with the larger peak demand occurring in the summer.
The highest summer peak demand of 3,214 MW was set on June 30, 2008, and the
highest winter peak demand of 2,527 MW was set on December 10, 2009. During
these and other similar heavy load periods Idaho Powers system is fully
committed to serve loads and meet required operating reserves.
General business revenue:
The following tables present Idaho Powers general business revenues, MWh
sales, number of customers, and Boise, Idaho weather conditions for the three
and six months ended June 30, 2010 and 2009:
47
As part of its February 1, 2009
general rate case order, the IPUC allowed Idaho Power to recover AFUDC for the
Hells Canyon Complex (HCC) relicensing asset even though the relicensing
process is not yet complete and the relicensing asset has not been placed in
service. Idaho Power expects to collect approximately $10.6 million annually,
but will defer revenue recognition of the amounts collected until the license
is issued and the relicensing asset is placed in service. This deferral offset
revenues by approximately $2 million for the second quarter of 2010 and $5
million for the year-to-date.
General business revenue increased $6 million for the second quarter of 2010 and $22 million year-to-date compared to the same periods in 2009. This increase is primarily attributable to the effects of rate changes and was partially offset by a reduction in customer usage due largely to weather conditions that decreased power demand.
Rates:
Rate changes positively impacted general business
revenue by $14 million for the quarter and $41 million year-to-date. Base
rates changes increased revenues $13 million for the quarter and $22 million
year-to-date. PCA rates changes had a minimal effect on revenues for the
quarter, but increased revenues $19 million for the year-to-date. The
following table presents notable rate increases and decreases, shown on an
annualized basis, that affected the periods:
|
Percentage |
|
Annualized |
|
|
Effective |
Rate Increase |
|
$ Impact |
Description |
Date |
(Decrease) |
|
(millions) |
2008 Idaho general rate case |
2/01/2009 |
3.10% |
$ |
21 |
2008 Idaho general rate case |
3/19/2009 |
0.90% |
|
6 |
2009 Idaho PCA |
6/01/2009 |
10.20% |
|
84 |
2009 Idaho AMI |
6/01/2009 |
1.80% |
|
11 |
2009 Oregon general rate case settlement |
3/01/2010 |
15.40% |
|
5 |
2010 Idaho settlement |
6/01/2010 |
9.89% |
|
89 |
2010 Idaho PCA |
6/01/2010 |
(16.35%) |
|
(147) |
2010 Idaho Pension Expense Recovery |
6/01/2010 |
0.77% |
|
5 |
2010 Idaho AMI |
6/01/2010 |
0.41% |
|
2 |
2010 Idaho FCA |
6/01/2010 |
0.90% |
|
4 |
2010 Oregon Power Cost Update |
6/01/2010 |
5.53% |
|
2 |
As many of the rate changes that positively impacted the results for the second quarter of 2010 were effective beginning in June, and thus were effective for only one month of the second quarter, Idaho Power expects the favorable rate changes to have a greater positive impact during subsequent periods.
Customers: Slow growth in customer count contributed to a minimal increase in general business revenue for the quarter and a $2 million increase year-to-date.
Usage: Changes in usage reduced general business revenue $8 million for the quarter and $21 million for the year-to-date due primarily to weather and, to a lesser extent, energy conservation and economic factors. Sales to irrigation customers declined 15 percent for the quarter and for the year-to-date due to increased precipitation and milder temperatures. Increased precipitation levels during the agricultural growing season, which includes the second quarter, reduce electricity sales to irrigators due to reduced use of electricity to operate irrigation pumps. Mild temperatures contributed to the decreased usage by residential, commercial, and industrial customers. Year-to-date, total MWh sales, excluding irrigation customers, declined by 216 thousand MWh, or four percent, relative to the same period in 2009. In addition, economic conditions in Idaho Power's service area remained weak, including a continued high unemployment rate in the area. Idaho Power believes the decline in total MWh sales is due in part to the continued weakness of the economy in its service area. A slow economic recovery could result in continued low demand.
48
Off-system sales:
Off-system
sales consist primarily of long-term sales contracts and opportunity sales of
surplus system energy. The following table presents Idaho Powers off-system
sales for the three and six months ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
||||||
|
June 30, |
June 30, |
||||||
|
2010 |
2009 |
2010 |
2009 |
||||
Revenue |
$ |
17,769 |
$ |
26,667 |
$ |
52,175 |
$ |
55,198 |
MWh sold |
|
601 |
|
1,095 |
|
1,367 |
|
1,672 |
Revenue per MWh |
$ |
29.57 |
$ |
24.35 |
$ |
38.17 |
$ |
33.01 |
|
|
|
|
|
|
|
|
|
Off-system sales revenue decreased
$9 million, or 33 percent, for the second quarter of 2010 and $3 million, or six
percent, year-to-date compared to the same periods of 2009 due to less
favorable hydroelectric generating conditions, which reduced surplus power
available for sale.
Other revenues:
The table
below presents the components of other revenues for the three and six months
ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Transmission services and property rental |
$ |
9,979 |
$ |
8,963 |
$ |
19,254 |
$ |
16,476 |
|
Energy efficiency |
|
8,765 |
|
8,673 |
|
13,799 |
|
12,731 |
|
|
Total |
$ |
18,744 |
$ |
17,636 |
$ |
33,053 |
$ |
29,207 |
|
|
|
|
|
|
|
|
|
The increase in transmission
services and property rental reflects new transmission rates implemented in
October 2009.
Energy efficiency activities are
funded through a rider mechanism on customer bills. Energy efficiency program
expenditures are reported as an operating expense with an equal amount of
revenues recorded in other revenues, resulting in no net impact on earnings.
The cumulative variance between expenditures and amounts collected through the
rider is recorded as a regulatory asset or liability pending future collection
from or obligation to customers. A liability balance indicates that Idaho
Power has collected more than it has spent and an asset balance indicates that
Idaho Power has spent more than it has collected. For the year-to-date 2010,
Idaho Power has increased its energy efficiency program expenses and matching revenues
$1 million, and on June 30, 2010, Idaho Powers rider balance was a regulatory
asset of $9 million and is expected to grow to $17 million by year end due to
continued planned expenditures on energy efficiency projects.
Purchased power:
The
following table presents Idaho Powers purchased power expenses and volumes for
the three and six months ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
||||||
|
June 30, |
June 30, |
||||||
|
2010 |
2009 |
2010 |
2009 |
||||
Purchased power expense |
$ |
30,349 |
$ |
26,867 |
$ |
51,523 |
$ |
60,568 |
MWh purchased |
|
579 |
|
539 |
|
974 |
|
1,200 |
Cost per MWh purchased |
$ |
52.42 |
$ |
49.85 |
$ |
52.90 |
$ |
50.47 |
|
|
|
|
|
|
|
|
|
Purchased power expense increased $3 million, or 13 percent, for the quarter due to less favorable hydroelectric generating conditions and decreased $9 million, or 15 percent, year-to-date compared to the same periods in 2009, due to lower system loads and greater reliance on financial hedges to mitigate potential changes in forecasted hydrologic conditions.
49
Fuel expense:
The following
table presents Idaho Powers fuel expenses and generation at its thermal
generating plants for the three and six months ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
||||||||
|
June 30, |
June 30, |
||||||||
|
2010 |
2009 |
2010 |
2009 |
||||||
Expense |
|
|
|
|
|
|
|
|
||
|
Coal |
$ |
25,766 |
$ |
22,979 |
$ |
61,830 |
$ |
60,774 |
|
|
Natural gas and other |
|
1,792 |
|
1,496 |
|
2,914 |
|
2,834 |
|
|
|
Total fuel expense |
$ |
27,558 |
$ |
24,475 |
$ |
64,744 |
$ |
63,608 |
MWh generated |
|
|
|
|
|
|
|
|
||
|
Coal |
|
1,154 |
|
1,108 |
|
3,027 |
|
3,065 |
|
|
Natural gas and other |
|
18 |
|
13 |
|
21 |
|
22 |
|
|
|
Total MWh generated |
|
1,172 |
|
1,121 |
|
3,048 |
|
3,087 |
Cost per MWh |
|
|
|
|
|
|
|
|
||
|
Coal |
$ |
22.33 |
$ |
20.74 |
$ |
20.43 |
$ |
19.83 |
|
|
Natural gas and other |
|
99.56 |
|
115.08 |
|
138.76 |
|
128.82 |
|
|
Weighted average, all sources |
|
23.51 |
|
21.83 |
|
21.24 |
|
20.61 |
|
|
|
|
|
|
|
|
|
|
|
Fuel expense increased $3 million,
or 13 percent, for the quarter and $1 million, or two percent year-to-date as
compared to the same periods in 2009. The Bridger plant increased its
generation due to a shorter planned maintenance outage and had fewer economic
shutdowns during the second quarter of 2010 than in the same period in 2009 due
to improved market prices. Partially offsetting this increase is a reduction
in generation at the Valmy plant due to major planned maintenance in 2010 that
did not occur in 2009.
PCA:
PCA expense represents
the effects of the Idaho and Oregon power supply cost adjustment mechanisms.
The following table presents the components of the PCA for the three and six
months ended June 30, 2010 and 2009:
|
Three months ended |
Six months ended |
|||||||
|
June 30, |
June 30, |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Idaho power supply cost accrued (deferred) |
$ |
3,444 |
$ |
8,402 |
$ |
23,282 |
$ |
(2,005) |
|
Oregon power supply cost accrued (deferred) |
|
549 |
|
(6,358) |
|
593 |
|
(6,358) |
|
Amortization of prior year authorized balances |
|
24,078 |
|
24,718 |
|
52,520 |
|
50,984 |
|
|
Total power cost adjustment |
$ |
28,071 |
$ |
26,762 |
$ |
76,395 |
$ |
42,621 |
|
In 2010 and in the second
quarter of 2009, power supply costs were below the amounts estimated in the
annual PCA forecasts, resulting in a charge to expense (accrual). For the
first six months of 2009, power supply costs were above the PCA forecast,
resulting in a credit to expense (deferral). In addition, in the second
quarter of 2009, Idaho Power recorded the effect of an order from the OPUC that
allows Idaho Power to defer for future recovery $6.4 million of costs incurred
in prior years.
Other operations and maintenance
expenses:
Other operations and maintenance expense remained nearly the
same for the quarter and increased $4 million year-to-date as compared to the
same periods in 2009, primarily due to a $1.7 million increase in thermal
O&M due to the timing and scope of maintenance outages and a $2 million
increase in transmission O&M due to increased maintenance at stations.
Income Taxes
IDACORPs and Idaho Powers income tax expense for the three and six months ended June 30, 2010 decreased substantially relative to the same periods in 2010, primarily as a result of the tax accounting method change for repair-related expenditures on utility assets for the 2009 tax year. For information relating to IDACORPs and
50
Idaho Powers
computation of the estimated annual effective tax rate, see Note 2 Income
Taxes to the condensed consolidated financial statements included in this
report.
An analysis of income tax expense
for the three and six months ended June 30, 2010 and 2009 is as follows:
|
IDACORP |
Idaho Power |
|||||||
|
2010 |
2009 |
2010 |
2009 |
|||||
Three months ended June 30, |
|
|
|
|
|
|
|
|
|
Income tax provision |
$ |
4,046 |
$ |
5,175 |
$ |
5,859 |
$ |
7,675 |
|
ADITC amortization reversal |
|
4,512 |
|
- |
|
4,512 |
|
- |
|
Accounting method change |
|
(25,187) |
|
- |
|
(25,187) |
|
- |
|
|
Income tax (benefit) expense |
$ |
(16,629) |
$ |
5,175 |
$ |
(14,816) |
$ |
7,675 |
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
(73.6)% |
|
15.8% |
|
(61.7)% |
|
22.6% |
|
|
|
|
|
|
|
|
|
|
|
Six months ended June 30, |
|
|
|
|
|
|
|
|
|
Income tax provision |
$ |
8,960 |
$ |
11,970 |
$ |
11,774 |
$ |
17,447 |
|
Accounting method change |
|
(25,187) |
|
- |
|
(25,187) |
|
- |
|
Medicare Part D subsidy |
|
903 |
|
- |
|
903 |
|
- |
|
|
Income tax (benefit) expense |
$ |
(15,324) |
$ |
11,970 |
$ |
(12,510) |
$ |
17,447 |
|
|
|
|
|
|
|
|
|
|
Effective tax rate |
|
(38.4)% |
|
20.5% |
|
(28.1)% |
|
27.7% |
|
|
|
|
|
|
|
|
|
|
The decrease in the 2010 estimated
annual effective tax rates from 2009 is primarily due to Idaho Powers tax
accounting method change for repair-related expenditures, and lower pre-tax earnings
at IDACORP and Idaho Power, partially offset by a charge related to the federal
health care legislation enacted in the first quarter of 2010. Regulatory flow-through
tax adjustments at Idaho Power and tax credits at IFS for the six months ended
June 30, 2010 were comparable to the same period in 2009.
Based on Idaho Powers current
estimate of 2010 return on equity, Idaho Power does not expect to need to
amortize additional ADITC for 2010. Accordingly, the $4.5 million of
additional ADITC amortization recorded in the first quarter of 2010 was
reversed in the second quarter of 2010. For further information regarding
ADITC amortization, see Idaho Settlement Agreement in Note 3 Regulatory
Matters to the condensed consolidated financial statements included in this
report.
Tax Accounting Method Change:
In
June 2010, Idaho Power completed its evaluation of a tax accounting method
change for its 2009 tax year that would allow a current income tax deduction
for repair-related expenditures on its utility assets that are currently
capitalized for financial reporting and tax purposes. Idaho Power intends to
make this method change following the automatic consent procedures with the
filing of IDACORPs 2009 consolidated federal income tax return in September
2010. For the quarter ended June 30, 2010, Idaho Power recorded an estimated
net tax benefit of $25.2 million related to the cumulative method change
adjustment (tax years 1999 through 2009) and has included an annual deduction
estimate in its 2010 income tax provision, which resulted in a $3.6 million net
tax benefit. Idaho Powers prescribed regulatory accounting treatment requires
immediate income recognition for temporary tax differences of this type. A
regulatory asset is established to reflect Idaho Powers ability to recover
increased income tax expense when such temporary differences reverse. Idaho
Power expects to recognize cash tax benefits associated with the method change
by the end of 2010 through offsets to current estimated tax payments and direct
tax refunds.
In conjunction
with recording the estimated tax benefit for the method change, Idaho Power
also increased its current liability for uncertain tax positions by $10.9
million. If recognized, the $10.9 million balance of unrecognized tax benefits
would affect the effective tax rate. The tax method is currently being audited
under IDACORPs 2009 Compliance Assurance Process (CAP) examination (discussed
below) and, on a national level, aspects of the method related to electric utility
transmission and distribution property are the subject of an Internal Revenue
Service (IRS) Industry Issue Resolution program.
51
Status of Audit Proceedings:
In May 2009, IDACORP formally entered the IRS
CAP program for its 2009 tax year. The CAP program provides for IRS
examination throughout the year. The 2009 examination is expected to be
completed in 2010. In January 2010, IDACORP was accepted into CAP for its 2010
tax year. IDACORP and Idaho Power are unable to predict the outcome of these examinations.
Specifically within the 2009 CAP
examination, the IRS began its audit of Idaho Powers current method of uniform
capitalization. In September 2009, the IRS issued Industry Director Directive
#5, which discusses the IRSs compliance priorities and audit techniques
related to the allocation of mixed service costs in the uniform capitalization
methods of electric utilities. Initial estimates indicate the potential income
and cash benefits associated with settlement of this matter to be in excess of
the repairs method change recorded in the second quarter. Idaho Power expects
that the examination of this method will be completed during the third quarter
of 2010; however, the timing of final settlement with the IRS, and thereby the
recognition of the income and cash impacts, has yet to be determined.
Resolution of this matter would also result in a $1.1 million decrease to Idaho
Powers unrecognized tax benefits for its 2009 uniform capitalization
deduction.
Benefit Plan Related Legislation
Health Care Acts:
The
Patient Protection and Affordable Care Act and the Health Care and Education
Reconciliation Act were enacted in March 2010. As a result, Idaho Power
incurred a charge of $0.9 million in the first quarter of 2010 and is
evaluating what other impacts, if any, the health care legislation may have on
its and IDACORPs future results of operations, cash flows, or financial
positions, and if benefit plan structure changes may be necessary. In
particular, Idaho Power is monitoring available guidance regarding a tax to be
imposed on certain plans beginning in 2018, whereby premiums paid over a
prescribed threshold will incur a non-deductible 40 percent excise tax. See
Note 10 - Benefit Plans to the condensed consolidated financial statements included
in this report for additional information relating to Idaho Powers health and
welfare plans and post-retirement benefit obligations, and Note 2 - Income
Taxes to the condensed consolidated financial statements included in this
report for a discussion of the tax impacts of the health care acts.
LIQUIDITY AND CAPITAL RESOURCES:
Overall Liquidity
IDACORPs and Idaho Powers access
to long-term and short-term debt markets, including their respective credit
facilities, helps provide necessary liquidity to support Idaho Powers
operating activities. Significant uses of cash flows from Idaho Powers
utility operations include the purchase of electricity, the purchase of fuel
for power generation, and payment of other operating expenses, taxes, and
interest, with any excess amount being available for other corporate uses such
as capital expenditures and the payment of dividends.
Idaho Power utilizes operating and
capital budgets to control operating costs and optimize capital expenditures.
Idaho Power seeks to recover its operating costs and earn a return on its
capital expenditures through rates. Idaho Power has continuing significant
commitments for capital expenditures for construction, improvement, and
maintenance of utility facilities. Currently, Idaho Power is experiencing a
cycle of heavy infrastructure investment, adding capacity to its baseload
generation, transmission system, and distribution facilities in an effort to
ensure an adequate supply of electricity, to provide service to new customers,
and to maintain system reliability. See Capital Requirements below for a
discussion of certain of those projects. As Idaho Powers operating cash flows
usually do not fully support the amount required for utility capital
expenditures, particularly during periods of heavy infrastructure development
as is presently occurring, Idaho Power from time to time needs to access
capital markets in order to fund these needs as well as to fund maturing debt.
Operating Cash Flows
IDACORPs operating cash flows are driven principally by Idaho Power. General business revenues and the costs to supply power to general business customers have the greatest impact on Idaho Powers operating cash flows, and are subject to risks and uncertainties relating to weather and water conditions, fuel costs and purchased power prices, the ability to collect from customers, and Idaho Powers ability to obtain rate relief to cover its operating costs and provide a return on investment.
52
IDACORPs and Idaho Powers operating cash inflows for the six months ended
June 30, 2010, were $187 million and $167 million, respectively. These amounts
were increases of $77 million and $52 million, respectively, compared to the
six months ended June 30, 2009. The following are significant items that
affected operating cash flows in the first six months of 2010:
Pension Funding:
For at
least the period 2011 to 2014, Idaho Power expects to make significant cash
contributions to its pension plan and has significant obligations under other
postretirement benefit plans. The funded status of the pension and other post-retirement
benefit obligations refers to the difference between plan assets and estimated
obligation of the plan. The calculation of funding requirements for pension
plans requires election of a methodology to determine the actuarial value of
assets and the interest rate used to measure the pension liabilities. IDACORP
and Idaho Power continuously monitor available and proposed pension funding
guidance, and evaluate the potential impact on funding requirements and
strategies.
In June 2010, the Preservation of
Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010
(Relief Act) was signed into law, which permits employers to choose between two
alternative funding options for defined benefit pension plans for any two plan
years between 2008 and 2011, either (i) amortizing the funding shortfall over
15 years or (ii) paying interest only on the applicable plan years funding
shortfall for two plan years followed by amortization of the shortfall for
seven years. The legislation does not eliminate Idaho Powers obligation to
fully fund the pension plan. The legislation also outlines penalties in the
form of increased pension contributions from an employer that elects one of the
funding relief options at the same time the employer (or entities within its
ERISA controlled group) awards excess employee compensation (generally
compensation over $1 million per year paid to an employee), grants excessive
dividends, or effects specified stock redemptions. Idaho Power continues to
evaluate the new legislation and its potential impacts. If one of these
alternate funding options is elected, it would reduce near-term required contributions
to the plan by spreading them over a longer time period. See Note 10 - Benefit
Plans to the condensed consolidated financial statements included in this
report for additional information relating to Idaho Powers pension plan
funding and post-retirement benefit obligations, and Note 3 - Regulatory
Matters to the condensed consolidated financial statements included in this
report for a discussion of Idaho Powers recovery of pension plan contributions
through the ratemaking process.
Investing Cash Flows
Cash flows from investing activities consist primarily of capital expenditures related to new construction and improvements to Idaho Powers distribution, transmission, and generation facilities. IDACORPs and Idaho Powers investing cash outflows were $149 million and $143 million, respectively, for the six months ended June 30, 2010. These amounts were an increase in outflows of $52 million and $44 million, respectively, compared to the six months ended June 30, 2009. Investing cash outflows for 2010 were primarily for construction of utility infrastructure needed to address Idaho Powers customer growth, peak demand growth, and aging plant and equipment. Construction expenditures were partially offset by proceeds from the sale of $19 million of transmission-related assets to PacifiCorp.
53
Financing Cash Flows
Financing activities provide
supplemental cash for both day-to-day operations and capital requirements as
needed. Idaho Power funds liquidity needs for capital investment, working
capital, energy and price hedging, and other financial commitments through cash
flows from continuing operations, public debt offerings, commercial paper
markets, and credit facilities.
IDACORPs and Idaho Powers
financing cash outflows for the six months ended June 30, 2010, were $62
million and $20 million, respectively. These amounts were an increase in
outflows of $55 million and $13 million, respectively, compared to the six
months ended June 30, 2009. The financing cash outflows for 2010 were
primarily for dividends paid by IDACORP and Idaho Power of $29 million and for
the net repayment by IDACORP of $36 million of commercial paper. In addition,
Idaho Power received a capital contribution of $10 million from IDACORP.
Idaho Power has $120 million of
first mortgage bonds that mature in the first quarter of 2011. Idaho Power is
evaluating various financing alternatives for the repayment of this debt.
Shelf
Registrations:
IDACORP has
approximately $574 million remaining on its shelf registration statement that
can be used for the issuance of debt securities and common stock. IDACORP has
a sales agency agreement with BNY Mellon Capital Markets, LLC pursuant to which
it may sell common stock from time to time in at-the-market offerings. As of
June 30, 2010, there were 2.1 million shares remaining available to be sold
under the sales agency agreement.
In the
second quarter of 2010, Idaho Power received approval from the IPUC, the OPUC,
and the Public Service Commission of Wyoming for the issuance of up to $500
million in aggregate principal amount of one or more series of first mortgage
bonds and unsecured debt securities. The order from the IPUC approved the
issuance of the securities over a two-year period, beginning on April 19, 2010,
subject to extension upon request to the IPUC. On May 12, 2010, Idaho Power
filed a shelf registration statement with the SEC for the sale of up to $500
million of first mortgage bonds and debt securities. The SEC declared the
registration statement effective on May 25, 2010. To facilitate the issuance
of the debt, on June 17, 2010, Idaho Power entered into a Selling Agency
Agreement with Banc of America Securities LLC; BNY Mellon Capital Markets, LLC;
J.P. Morgan Securities Inc.; KeyBanc Capital Markets Inc.; Merrill Lynch,
Pierce, Fenner & Smith Incorporated; Mitsubishi UFJ Securities (USA), Inc.;
RBC Capital Markets Corporation; SunTrust Robinson Humphrey, Inc.; U.S. Bancorp
Investments, Inc.; and Wells Fargo Securities, LLC in connection with the
potential issuance and sale from time to time of up to $500 million aggregate
principal amount of first mortgage bonds, secured medium-term notes, Series I,
under Idaho Powers Indenture of Mortgage and Deed of Trust, dated as of
October 1, 1937, as amended and supplemented. As of August 5, 2010, Idaho
Power has not sold any first mortgage bonds or debt securities under the May
2010 shelf registration statement.
The
issuance of first mortgage bonds requires that Idaho Power meet interest
coverage and security provisions set forth in the Indenture of Mortgage and
Deed of Trust securing the bonds. Future issuance of first mortgage bonds are
subject to satisfaction of covenants and security provisions set forth in the
Indenture of Mortgage and Deed of Trust securing the bonds, market conditions,
regulatory authorizations, or by covenants and tests contained in other
financing agreements. As a result of certain restrictions in the Indenture of
Mortgage and Deed of Trust, as of June 30, 2010, Idaho Power could issue under
the Indenture of Mortgage and Deed of Trust approximately $503 million of
additional first mortgage bonds based on total unfunded property additions of
approximately $839 million. Idaho Power could issue an additional $612 million
of first mortgage bonds based on retired first mortgage bonds.
Credit Facilities:
IDACORP
and Idaho Power each have a five-year credit agreement that terminates on April
25, 2012, subject to one year extensions, to be used for general corporate
purposes and commercial paper back-up, and that provide for the issuance of
loans and standby letters of credit. Each facility contains a covenant
requiring a leverage ratio of consolidated indebtedness to consolidated total
capitalization of no more than 65 percent as of the end of each fiscal
quarter. At June 30, 2010, the leverage ratios for IDACORP and Idaho Power
were 50 percent and 52 percent, respectively. IDACORPs and Idaho
Power's ability to utilize the credit facilities is subject to continued
compliance with the leverage ratio covenants included in the credit facilities,
which could limit the ability
54
of the companies to issue first mortgage bonds and debt
securities pursuant to current and future shelf registration statements. At
June 30, 2010, IDACORP and Idaho Power were in compliance with all facility
covenants.
The following table outlines
available liquidity as of the dates specified:
At July 31, 2010, IDACORP had no
loans under its credit facility and $15 million of commercial paper
outstanding, and Idaho Power had no loans under its credit facility and no
commercial paper outstanding.
Impact of Credit Ratings on Liquidity
IDACORPs and Idaho Powers access
to capital markets, including the commercial paper market, and their respective
financing costs in those markets, may depend on the credit ratings of the
entity that is accessing the capital markets. The following table outlines the
current ratings of Idaho Powers and IDACORPs securities, and the ratings
outlook, by Standard & Poors Ratings Services, Moodys Investors Service,
and Fitch Ratings:
These security ratings
reflect the views of the ratings agencies. An explanation of the significance
of these ratings may be obtained from each rating agency. Such ratings are not
a recommendation to buy, sell, or hold securities. Any rating can be revised
upward or downward or withdrawn at any time by a rating agency if it decides
that the circumstances warrant the change. Each rating agency has its own
methodology for assigning ratings and, accordingly, each rating should be
evaluated independently of any other rating.
IDACORP and Idaho Powers credit
facilities are affected by the companies credit ratings. A ratings downgrade
would result in an increase in the cost of borrowing but would not result in a
default or acceleration of the debt under the facilities. If Idaho Powers
ratings are downgraded below investment grade, Idaho Power must extend or renew
its authority for borrowings under its IPUC and OPUC regulatory orders. The
IPUC order provides that Idaho Powers authority will continue for 364 days
from such downgrade, if Idaho Power promptly notifies the IPUC and files to
continue its original authority to borrow. The Oregon statutes permit the
issuance of short-term debt without approval of the OPUC.
Idaho Power maintains margin agreements relating to its wholesale commodity
contracts that allow performance assurance collateral to be requested of and/or
posted with certain counterparties. As of June 30, 2010, Idaho Power had
posted approximately $7 million of assurance collateral. Should Idaho
Power experience a reduction in its credit rating on Idaho Power's unsecured
debt to below investment grade Idaho Power could be subject to additional
55
requests by its wholesale
counterparties to post additional performance assurance collateral.
Counterparties to derivative instruments and other forward contracts could
request immediate payment or demand immediate ongoing full daily
collateralization on derivative instruments and contracts in net liability
positions. Based upon Idaho Powers current energy and fuel portfolio and
market conditions as of June 30, 2010, the approximate amount of additional
collateral that could be requested upon a downgrade to below investment grade is
approximately $23 million. Idaho Power actively monitors the portfolio
exposure and the potential exposure to additional requests for performance
assurance collateral calls, through sensitivity analysis, to minimize capital
requirements.
Capital Requirements
Idaho Power expects that total
capital expenditures will be at or slightly above $1 billion from 2010 through
2012. Internal cash generation after dividends is expected to provide less
than the full amount of total capital requirements during that period. IDACORP
and Idaho Power expect minimal need for external financing in 2010, except for
issuances under the dividend reinvestment and employee-related plans. However,
IDACORP or Idaho Power may engage in external financing activities during 2010
to pre-fund 2011 debt maturities and/or to take advantage of favorable market
conditions should they exist. Beyond 2010, IDACORP and Idaho Power expect to
continue financing capital requirements with a combination of internally
generated funds and externally financed capital.
The table below presents Idaho
Powers estimated cash requirements for construction, excluding AFUDC, for 2010
through 2012 (in millions of dollars). The table also includes the net cash
proceeds and disbursements relating to the Hemingway and Populus Joint Purchase
and Sale Agreement between Idaho Power and PacifiCorp discussed below.
|
2010 |
2011-2012 |
|||
Ongoing capital expenditures |
$ |
155-160 |
$ |
352-380 |
|
AMI |
|
23-25 |
|
23-25 |
|
Langley Gulch Power Plant (detailed below) |
|
138-140 |
|
175-180 |
|
Other major projects |
|
39-40 |
|
90-95 |
|
|
Total |
$ |
355-365 |
$ |
640-680 |
|
|
|
|
|
Langley Gulch Power Plant:
The
Langley Gulch Power Plant is a natural gas-fired CCCT generating plant with a
summer nameplate capacity of approximately 300 MWs and a winter capacity of
approximately 330 MWs. Construction of the plant is underway. The plant is
being constructed near New Plymouth, Idaho and is contracted to achieve
commercial operation by November 1, 2012. Incentives are anticipated to
advance the commercial operation date to July 1, 2012. The total cost estimate
for the project including AFUDC is $427 million, $102 million of which Idaho
Power has incurred through June 30, 2010. During the first quarter of 2010, the water treatment and
disposal plan was modified to an evaporative pond design. The plan change is
not expected to increase the total project cost because it is expected to be
offset by reductions in other costs. During the second quarter of 2010, project
permitting activities continued and contractor milestones were met. On June
25, 2010, Idaho Power received the air quality permit to construct from the
Idaho Department of Environmental Quality. The contracts for the gas pipeline,
tap, and meter were executed during this period.
Other Major Projects :
Hydroelectric Projects:
In
the table above, Idaho Power has included estimated costs relating to the
relicensing of hydroelectric facilities and complying with the renewed
licenses. These costs total approximately $25 million for the three-year
period. An additional estimated amount of $12 million relating to future
hydroelectric projects is also included in the table.
Hemingway Station:
Idaho
Power recently completed construction of its new 500-kV Hemingway station,
located near Boise, Idaho. This station was constructed to relieve capacity
and operating constraints to enhance reliable service to Idaho Powers network
and native load customers and was placed in service in July 2010 at a total
cost of approximately $57 million. The 2010 cost estimate for the project,
including station interconnections, is $20 million and is included in the above
table.
56
Hemingway-Bowmont Transmission
Line:
The Hemingway-Bowmont transmission line consists of 12 miles of new
230-kV double circuit transmission line that will provide power to the Treasure
Valley in southwest Idaho. The project was placed in service in 2010 at a
total cost of approximately $16 million. The 2010 cost estimate for the
project was $6.5 million and is included in the above table.
Boardman-Hemingway Line:
The Boardman-Hemingway Line is a proposed 299-mile, 500-kV transmission project
between a station near Boardman, Oregon and the Hemingway station. This line
will provide transmission service to meet needs identified in the 2009
Integrated Resources Plan (IRP) and other requests pursuant to Idaho Powers
OATT. On April 19, 2010, Idaho Power submitted the eastern line route
alternative as its proposed route in its revised right-of-way application to
the U.S. Bureau of Land Management (BLM), which restarts the National
Environmental Policy Act process. On July 6, 2010, Idaho Power filed a Notice
of Intent to Submit an Application for Site Certification with the Oregon
Department of Energy. The cost of the initial phase of the project is
estimated at $50 million and the 2010 to 2012 cost estimate is included in the
table above. Total cost estimates for the project are approximately $600
million. Idaho Power expects its share of the project to be between 30 and 50
percent. Construction costs beyond the initial phase are not included in the
table above. This project is expected to be completed in 2015, subject to
siting, permitting, and regulatory approvals. On July 6, 2010, the Oregon Department
of Fish and Wildlife released for public review and comment a draft update to
the conservation plan for the greater sage grouse which, if adopted, may
require re-routing of the currently proposed line route. Environmental issues,
including proposed legislation relating to the sage grouse in Oregon, could
delay the project, alter the proposed siting, and result in significantly
higher project costs.
Gateway
West Project:
Idaho
Power and PacifiCorp are pursuing the joint development of the Gateway West
project to build transmission lines between Windstar, a station located near
Douglas, Wyoming, and the Hemingway station. Idaho Power and PacifiCorp have a
cost sharing agreement for expenses incurred for analysis work of the initial
phases. Idaho Powers share of the initial phase, consisting of engineering,
environmental review, permitting and rights-of-way, is approximately $40
million, and cost estimates for the 2010 to 2012 timeframe are included in the
above table. Initial phases of the project could be completed by 2014;
however, timing of the projects segments may be deferred and constructed as
demand requires. Idaho Powers share will vary by segment across the project
and the current estimated cost for its share is between $300 million and $500
million. Construction costs are not included in table above. Idaho Power
anticipates receiving a draft environmental impact statement (EIS) from the BLM
in late 2010.
AMI / Smart Grid (American Recovery and Reinvestment Act of 2009 (ARRA)):
The AMI
project provides the means to automatically retrieve energy consumption
information, eliminating manual meter reading expense. Idaho Power intends to
install this technology for approximately 99 percent of its customers and is on
pace to complete the installations by the end of 2011. As of June 30, 2010,
Idaho Power had installed approximately 278,000 AMI meters. On May 28, 2010,
the IPUC approved Idaho Powers request to include the 2010 AMI investment in
its rate base. The requested increase to rates of approximately $2.4 million
was effective June 1, 2010. The total cost estimates for the project are
approximately $74 million. The 2010 and 2011 costs are included in the table
above.
Under the ARRA, Idaho Power was
awarded a grant of $47 million from the Department of Energy (DOE). This grant
matches a $47 million investment by Idaho Power in Smart Grid AMI technology.
The grant was signed by the DOE on April 2, 2010. Billings began in May 2010
and are expected to occur monthly over the term of the three-year contract.
The grant amount is not included in the table above.
Memorandum of Understanding
and Related Transactions with PacifiCorp:
Memorandum of
Understanding:
On
March 5, 2010, Idaho Power and PacifiCorp entered into a Memorandum of
Understanding (MOU) under which Idaho Power and PacifiCorp agreed to negotiate
in good faith to reach arrangements pertaining to the sale by the parties to
one another of an undivided ownership interest in certain transmission
facilities, and joint development and construction of three transmission
projects. The parties also agreed to negotiate in good faith to reach
arrangements pertaining to interconnection of their respective systems; joint
ownership, operation, and maintenance of the systems; cost-sharing; capital
improvements; and each partys rights to a specified transmission capacity on
applicable transmission lines.
On July
29, 2010, Idaho Power and PacifiCorp mutually agreed to extend the final date
to execute and deliver definitive agreements under the MOU from September 1,
2010 to November 5, 2010. The MOU may be terminated by either party at any
time.
57
Joint Purchase and Sale
Agreement and Joint Operating Agreements:
In connection with the MOU, on
April 30, 2010, Idaho Power entered into a Joint Purchase and Sale Agreement
with PacifiCorp, pursuant to which Idaho Power agreed to sell to PacifiCorp a
59.0 percent interest in certain high-voltage transmission-related and
interconnection equipment located at the Hemingway station south of Boise,
Idaho, and PacifiCorp agreed to sell to Idaho Power a 20.8 percent interest in
certain high-voltage transmission-related and interconnection equipment located
at PacifiCorps Populus station in southeast Idaho. Closing of the purchase
and sale occurred on May 3, 2010. The net purchase price on the closing date
was $3.7 million paid by PacifiCorp to Idaho Power, $1.7 million of which was
subsequently refunded by Idaho Power as a result of a cost true-up to reflect
actual construction costs through the closing date. Upon completion of
construction of the stations as currently planned, Idaho Power expects that it
will have paid an aggregate purchase price of $14.1 million to PacifiCorp for
Idaho Powers interest in the Populus station, and that PacifiCorp will have
paid an aggregate purchase price of $12.9 million to Idaho Power for PacifiCorps
interest in the Hemingway station.
The Hemingway and Populus stations are
owned and operated in accordance with separate Joint Ownership and Operating
Agreements (Operating Agreements), each dated May 3, 2010. The Operating
Agreements include terms relating to the obligations of Idaho Power and
PacifiCorp as the operators of the Hemingway and Populus stations,
respectively, including, among other items, construction of additional
transmission and interconnection equipment at the stations, cost sharing,
operation and maintenance, and interconnection and energizing of the
transmission systems.
On May 10, 2010, Idaho Power and
PacifiCorp filed the Operating Agreements with the FERC, requesting that the
FERC determine that the rates that Idaho Power and PacifiCorp were imposing on
one another pursuant to the Operating Agreements were just and reasonable. On
June 1, 2010, the Bonneville Power Administration (BPA) filed with the FERC an
intervention and protest, requesting that the FERC defer acceptance of the
Operating Agreements. In its intervention, the BPA stated that it believed the
Operating Agreements were only a small part of a much larger transaction
between PacifiCorp and Idaho Power involving the purchase and sale of
significant portions of transmission lines and other facilities, and that this
larger transaction may have significant reliability and operational impacts on
the BPAs system and its customers. On July 9, 2010, the FERC issued an order
finding that the terms, conditions, and rates in the Operating Agreements were
just and reasonable, and accepted the Operating Agreements for filing effective
July 10, 2010.
Existing Transmission Capacity
Rights Agreements with PacifiCorp
:
Idaho Power and PacifiCorp are
parties to existing transmission capacity rights agreements that grant to
PacifiCorp prescribed transmission capacity rights over portions of Idaho Powers
existing transmission system. The agreements also include a memorandum of
understanding and a permitting cost-sharing agreement for the Gateway West
transmission line National Environmental Policy Act process. The MOU provides
that Idaho Power and PacifiCorp will negotiate in good faith to attempt to
reach an agreement to terminate those agreements and replace the transmission
arrangements with new agreements, which include the Operating Agreements.
Discussions regarding the potential arrangements are ongoing. See REGULATORY
MATTERS FERC ITSA for a discussion of the other recent transmission
arrangements with PacifiCorp.
Environmental Regulation Costs
Idaho Powers activities are
subject to a broad range of federal, state, regional, and local laws and
regulations designed to protect, restore, and enhance the quality of the
environment including air, water, and solid waste. Idaho Power estimates its
environmental capital expenditures excluding AFUDC, based upon present
environmental laws and regulations, will be approximately $18 million during
2010 and $62 million from 2011 through 2012. These amounts are included in the
table above as Ongoing Capital Expenditures and Other Major Projects. The
estimated expenditures do not include costs related to possible changes in the
environmental laws or regulations and enforcement policies that may be enacted
in response to issues such as climate change and other pollutant emissions from
coal-fired generation plants and endangered species.
58
Other Capital Requirements
IDACORPs non-regulated capital
expenditures primarily relate to IFSs tax-structured investments. IDACORP
invested $7 million in tax-structured investments in the first quarter of
2010. Currently there are no additional expenditures anticipated for 2010, $10
million is anticipated in 2011, and none are anticipated in 2012.
Contractual Obligations
The following items are the only
material changes to contractual obligations made outside of the ordinary course
of business during the six months ended June 30, 2010:
Idaho Power entered into a power purchase agreement with USG Oregon, LLC for the purchase of energy from the Neal Hot Springs Unit #1 geothermal electric generation facility. The project will be located near Vale, Oregon and the expected output will be approximately 22 MWs, with an estimated on-line date of late 2012. Idaho Powers purchases under the contract are expected to total $569 million from 2012 to 2037. On May 20, 2010, the IPUC issued an order approving the purchase of energy under the agreement, and stated that the purchases of energy would be allowed as prudently incurred expenses for ratemaking purposes.
In the second quarter, Idaho Power entered into several power purchase agreements with wind and other alternate energy developers. Payments pursuant to these agreements are expected to total approximately $109 million from 2011 to 2031.
In April 2010, Idaho Power entered into multiple service agreements with Northwest Pipeline for rate schedule TF-1, Firm Transportation. Idaho Power estimates it will spend approximately $32 million on the firm transportation service agreements. The service agreements start in 2011 with varying end dates ranging through 2042.
In June 2010, Idaho Power entered into a contract with Union Pacific Corporation for the transportation of coal. Idaho Power has agreed to spend approximately $47 million over the term of the contract from 2011 to 2014.
Dividends
The amount and timing of dividends
paid on IDACORPs common stock are within the sole discretion of IDACORPs
Board of Directors. The IDACORP Board of Directors reviews the dividend rate quarterly
to determine its appropriateness in light of IDACORPs current and long-term
financial position and results of operations, capital requirements, rating
agency requirements, legislative and regulatory developments affecting the
electric utility industry in general and Idaho Power in particular, competitive
conditions, and any other factors the Board of Directors deem relevant. The
ability of IDACORP to pay dividends on its common stock is dependent upon
dividends paid to it by its subsidiaries, primarily Idaho Power.
For additional information relating
to IDACORP and Idaho Power dividends, including restrictions on IDACORPs and
Idaho Powers payment of dividends, see Note 6 Common Stock to the
condensed consolidated financial statements included in this report.
REGULATORY MATTERS:
Overview
As a regulated utility, Idaho Power is under the retail jurisdiction (as to rates, service, accounting, and other general matters of utility operation) of the IPUC and the OPUC, which determine the rates that Idaho Power charges to its general business customers. Idaho Power is also under the regulatory jurisdiction of the IPUC, the OPUC, and the Public Service Commission of Wyoming as to the issuance of debt and equity securities. Idaho Power uses general rate cases, power cost adjustment mechanisms, a fixed cost adjustment mechanism, and subject-specific filings to recover its costs of providing service and to potentially earn a return on investment. The disallowance by the IPUC or the OPUC of Idaho Powers recovery of its costs would adversely impact Idaho Powers ability to earn its authorized rate of return on equity. Also, as a public utility under the Federal Power Act, Idaho Power has authority to charge market-based rates for wholesale energy sales under its FERC tariff and to provide transmission services under its OATT.
59
Idaho Power
monitors legislative and regulatory developments at all levels of government,
particularly those with the potential to alter the operation and productivity
of its generating plants and other assets. Rate changes and regulatory
decisions have a significant impact on results of operations and cash flows. Idaho
Power has continued to focus on timely recovery of its costs through filings
with the IPUC and OPUC. Discussed below are filings and important regulatory
determinations that have been recently made. Regulatory matters and the
financial impact of rate decisions are also discussed in Note 3 - Regulatory
Matters to the condensed consolidated financial statements included in this
report.
Oregon and Idaho Deferred Net Power Supply Costs
Idaho Powers
power supply costs can vary significantly from year to year, primarily because
of weather, loads, and commodity markets. The primary financial impact of
power supply cost variations is that monthly cash recovered from customers does
not match monthly costs incurred to serve customers, resulting in fluctuations
in operating cash flows from year to year. Idaho Powers PCA mechanisms allow
it to defer a majority of the difference between costs and revenues to later be
recovered from or refunded to customers. A summary of the changes in deferred
power supply costs during the six months ended June 30, 2010 is set forth in
Note 3 - Regulatory Matters to the condensed consolidated financial
statements.
The net change of $78 million in
Idaho Powers balance of deferred power supply costs from December 31, 2009, to
June 30, 2010, is primarily a result of power supply costs that were $24
million less than the forecast amount during that period and the recovery of
$53 million through rates.
Idaho Regulatory Matters in 2010
Idaho Settlement Agreement:
On January 13, 2010, the IPUC approved a settlement agreement among Idaho
Power, several of Idaho Powers customers, the IPUC Staff, and other parties.
Significant elements of the settlement agreement included:
Because Idaho Powers 2009 Idaho-jurisdiction
return on equity was between 9.5 and 10.5 percent, the sharing and additional
amortization provisions were not triggered in 2009, and the ADITC available for
accelerated additional amortization in 2010 is $25 million. Idaho Power recorded
additional ADITC amortization of $4.5 million in the first quarter of 2010, but
reversed the entire $4.5 million in the second quarter based on updated
estimates of annual 2010 return on equity.
The settlement agreement included a
provision to reestablish the base level for net power supply costs effective
with the June 1, 2010 PCA rate change. On January 19, 2010, Idaho Power filed
with the IPUC a request to reestablish base net power supply costs with an
increase of $74.8 million in the Idaho jurisdiction. On April 13, 2010, the
IPUC found that adjustments for PURPA contracts ($7.1 million) and the Hoku
contract ($4.0 million) as proposed by the IPUC Staff were reasonable
reductions to Idaho Powers proposed base net power supply expenses. The remaining
amount of $63.7 million was approved as a working number for Idaho Powers 2010
PCA filing, but the IPUC deferred final calculation of authorized base net
power supply expenses to the 2010 PCA case. Remaining at issue
60
in the
settlement was a $24.9 million increase in coal costs at the Bridger plant,
which was first raised as an area for review by the OPUC Staff, which review
has concluded. In May 2010, the IPUC issued an order approving the $63.7
million increase in base net power supply expenses and cost recovery in full in
the Idaho jurisdiction in connection with Idaho Powers 2010 PCA filing and
order, discussed below.
2010 PCA Filing and Order:
On April 15, 2010, Idaho Power filed its annual application with the IPUC to
implement new PCA rates to be effective June 1, 2010 through May 31, 2011, and
to change base rates, pursuant to the terms of the Idaho settlement agreement.
Idaho Powers application stated that the proposed PCA computations result from
the stipulation approved by the IPUC in its order issued in January 2010, which
provides for a sharing between customers and Idaho Power shareholders of any
PCA rate reduction that results from the 2010 PCA. The January 2010
stipulation provides that PCA rates will be reduced by the full calculated
amount and that base rates will be increased in an amount that partially
offsets the PCA decrease. On May 28, 2010, the IPUC issued its order approving
a $146.9 million decrease in the PCA, along with a base rate increase of $88.7
million. The net effect of these two rate adjustments is an overall decrease
in customer rates of $58.2 million, or 6.49 percent, effective June 1, 2010.
Idaho Powers PCA application was approved as filed with the IPUC, with the
exception of a $215,000 interest expense adjustment relating to base power
supply costs.
The IPUCs order identified the
following two specific items of contention raised by certain industrial
customers of Idaho Power: (1) the prudency of Idaho Powers determination of
coal costs for the Jim Bridger plant, and (2) the use of the load growth
adjustment rate (LGAR) in times of load decline. The LGAR is an element of the
PCA formula that is intended to eliminate recovery of power supply expenses
associated with load growth resulting from changing weather conditions, a
growing customer base, or changing customer use patterns. The IPUC approved
the full Jim Bridger coal costs included in the base level power supply costs
and the amount included in Idaho Powers PCA forecast, finding that Idaho Power
had met its burden of proof to establish the reasonableness of the coal costs
to be included in the base level power supply costs. With regard to the LGAR,
Idaho Powers true-up calculation for the PCA included an increase of $21.3
million for the decline in load growth for the Idaho jurisdiction. The
intervening parties asserted that use of the LGAR in times of load decline is
inappropriate in that it results in potential double recovery. However, the
IPUC Staff recommended no change to the load growth adjustment amounts or
methodology, and the IPUC did not remove the LGAR adjustment to the PCA
component. The IPUCs order stated, however, that it expects the IPUC Staff,
Idaho Power, and interested parties to meet to address an appropriate change to
the load growth adjustment mechanism to eliminate a potential double recovery
when loads decline.
Other 2010 IPUC Filings and Orders:
FCA, Pension Expense, and AMI
:
In March 2010, Idaho Power made three rate filings with the IPUC, each with a
requested effective date of June 1, 2010, and in May 2010 the IPUC issued
orders on those three rate filings, as follows:
Fixed Cost Adjustment
: In March 2007, the IPUC approved the implementation
of a FCA pilot program for Idaho Powers residential and small general service
customers. The FCA is a rate mechanism designed to remove Idaho Powers
disincentive to invest in energy efficiency programs by separating (or
decoupling) the recovery of fixed costs from the variable kilowatt-hour charge
and linking it instead to a set amount per customer. The FCA allows Idaho
Power to recover the difference between certain fixed costs recovered in rates
and the fixed costs authorized for recovery in Idaho Powers most recent rate
case. The pilot program began on January 1, 2007 and ended on December 31,
2009. On April 29, 2010, the IPUC approved a two-year extension of the FCA
pilot program, effective retroactively to January 1, 2010. For the three and
six months ended June 30, 2010, Idaho Power accrued revenues of $1.6 million
and $3.4 million, respectively, under the FCA.
On March 15, 2010, Idaho Power filed an application
with the IPUC requesting authorization to implement FCA rates for electric
service from June 1, 2010 through May 31, 2011. On May 28, 2010, the IPUC issued
an order approving Idaho Powers request. The rate adjustments are expected to
result in collection of an additional $3.6 million over currently billed
amounts during the period from June 1, 2010 to May 31, 2011. In its order, the IPUC reiterated a statement in its prior order that making the FCA
permanent is
61
premature, and that during the two year extension of the FCA program it expects
additional data to develop, giving interested parties and customers time to
evaluate the FCA and address issues of concern.
Pension Expense Recovery
: The IPUC approved Idaho Powers request to increase
rates to allow recovery of Idaho Powers 2009 cash contribution to its defined
benefit pension plan, which contribution is required to be made by September 15,
2010. Idaho Powers application sought approval of $5.4 million in pension
cost recovery over a one-year period to allow recovery contemporaneous with
Idaho Powers cash contributions to the defined benefit pension plan.
The IPUCs order provided that the allowance of
recovery of the 2009 pension plan contribution does not guarantee that the IPUC
will similarly approve recovery of future pension contributions, without
evidence that Idaho Power has evaluated alternatives to reduce the burden
placed on customers. The IPUC stated in its order that Idaho Power is advised
that, previous orders notwithstanding, approval of Idaho Powers pension
contributions in this case does not guarantee Commission approval of future
pension plan contributions. Authority for the balancing account and regulatory
account remain in place. However, further justification is required before
additional rate recovery for future contributions will be authorized. Idaho
Power is currently undertaking the analysis directed by the IPUC, is
considering and evaluating alternatives, and intends to provide the IPUC with
the results of its evaluation and recommendations in the summer or early fall
of 2010. Idaho Power currently records its deferred pension expense as a
regulatory asset, but if the IPUC were to determine that future pension
contributions were not reasonable and prudently incurred, Idaho Power would be
required to write off some or all of the balance of its deferred pension
expense for its Idaho jurisdiction. In addition to the $5.4 million of
regulatory assets approved for recovery discussed above, as of June 30, 2010,
Idaho Power had Idaho jurisdiction regulatory assets associated with deferred
pension expenses of $46.6 million which have not yet been approved by the IPUC
for recovery. Idaho Power has determined, based on its evaluation, that these
Idaho jurisdiction regulatory assets are probable of recovery.
In June 2010, the Relief Act was signed into law. The
Relief Act would, if Idaho Power elects, allow Idaho Power to reduce near-term required
contributions to the pension plan by spreading them over a longer time period.
See LIQUIDITY AND CAPITAL RESOURCES Operating Cash Flows above for further
information relating to the Relief Act and its potential impact on Idaho Power.
Advanced Metering
Infrastructure
: Idaho Powers AMI
project provides the means to automatically retrieve energy consumption
information, eliminating manual meter reading expense. On March 15, 2010,
Idaho Power filed an application with the IPUC requesting authority to
implement a 0.41 percent average increase (representing a 0.33 percent overall
increase) in rates for identified customer classes to recover costs relating to
the AMI project. Idaho Powers AMI investment during the 2010 test year
indicated a revenue deficiency of $2.4 million for the Idaho jurisdiction,
which resulted from Idaho Powers increase in rate base from the AMI
deployment, the accelerated depreciation of existing metering equipment, and
the inclusion of net operating and maintenance expense related to the AMI
deployment. On May 28, 2010, the IPUC approved Idaho Powers application as
submitted, authorizing the rate increase effective June 1, 2010.
Idaho Energy Efficiency Programs :
Idaho Powers
energy efficiency rider is the funding mechanism for Idaho Powers investment
in energy efficiency, conservation, and demand response programs. On April 14,
2010, the IPUC completed its review of energy efficiency rider expenditures
that Idaho Power made from 2002 to 2007. All rider expenditures during that
time period were found to be prudently incurred and approved for ratemaking
purposes.
On March 15,
2010, Idaho Power filed an application with the IPUC requesting an order
designating energy efficiency expenditures of $50.7 million incurred in 2008
and 2009 as prudently incurred expenses. An order from the IPUC is pending.
62
On May 12,
2010, the IPUC approved Idaho Powers continued participation in the Northwest
Energy Efficiency Alliance for the period 2010-2014, with funding through the
energy efficiency rider. Idaho Power first began participating in the NEEA in
1997, and the IPUC has historically allowed it to recover its costs in its
rates. Idaho Powers share of expenses is 8.62 percent of the NEEAs $191.7
million 2010-2014 budget.
Integrated
Resource Plan (IRP):
Idaho Power filed its 2009 IRP with the IPUC and OPUC
in December 2009. The IRP addresses available supply-side and demand-side
resource options, planning period load forecasts, potential resource
portfolios, a risk analysis, and near-term and long-term action plans. On
July 9, 2010, the OPUC issued a proposed order that, if issued as a final order,
would conditionally acknowledge the IRP. On
August 3, 2010, the IPUC issued an order accepting the IRP for filing.
Oregon Regulatory Matters in 2010
Oregon 2009
General Rate Case Settlement:
On February 24, 2010, the OPUC approved a $5
million, or 15.4 percent, increase in base rates in the Oregon jurisdiction.
The new rates were effective March 1, 2010, and are based on a return on equity
of 10.175 percent and an overall rate of return of 8.061 percent. Idaho Powers
previously authorized rate of return in Oregon was 7.83 percent, and its
requested rate of return in its general rate case filing was 8.68 percent.
Oregon Power Cost Recovery
Mechanisms:
Idaho Powers power cost recovery mechanism in Oregon went
into effect in 2008. It has two components: the PCAM and the APCU. The
combination of the PCAM and the APCU allows Idaho Power to recover excess net
power supply costs in a more timely fashion than through the previously
existing deferral process.
Oregon Solar Photovoltaic Energy Pilot Program: During and subsequent to the second quarter of 2010, the OPUC adopted rules implementing a solar photovoltaic capacity standard (SPCS) and solar photovoltaic pilot program (SPPP) applicable to companies providing electric service to Oregon customers. The OPUC orders and related Idaho Power compliance filings established the rules, processes, and procedures to implement the Oregon Legislatures mandate for all Oregon electric companies to implement and make solar photovoltaic energy programs available to their respective Oregon customers. Pursuant to the SPCS and SPPP, Idaho Power is required to (1) either build or purchase an aggregate of 500kW of energy from one or more solar facilities by the year 2020; and (2) purchase energy from qualified solar photovoltaic systems at a financial incentive rate of 55 cents per kWh to promote the development of 10-kW and smaller solar projects over the next two years. The program is to be rolled
63
out over a two year period for a total nameplate capacity of 400 kW. The
first year's program allotment of 200 kW
was made available to Oregon customers on July 1, 2010, and is fully
subscribed. The legislative mandate and the OPUC orders specify that the
cost of these programs be paid by Oregon customers.
Federal Regulatory Matters in 2010
FERC ITSA:
In June 2009,
Idaho Power filed with the FERC a request for authority to increase rates to
PacifiCorp under the existing Agreement for Interconnection and Transmission
Services (ITSA) between Idaho Power and PacifiCorp to the OATT level. In
August 2009, the FERC accepted the rates subject to refund. On May 24, 2010,
Idaho Power and PacifiCorp entered into and filed an offer of settlement with
the FERC, which settlement affirms those rates. On July 23, 2010, the FERC
issued an order approving the ITSA settlement. Under the settlement, PacifiCorp
will take and pay for 250 MW of long-term firm point-to-point transmission
service, pursuant to the ITSA, the rates, terms, and conditions of which will
be equivalent to Idaho Powers OATT.
Annual OATT Update:
On June
1, 2010, Idaho Power posted its DIF for its OATT on its OASIS Internet
platform. The DIF is the draft computation of Idaho Powers transmission rate
for service under its OATT, which is updated annually. Under the tariff, the
new rates are effective on October 1 of each year. The new draft rate
submitted by Idaho Power is $19.60 per kW/yr, an increase of 23.8 percent over
the present OATT rate of $15.83 per kW/yr. Several parties have submitted data
requests in connection with Idaho Powers DIF, and Idaho Power is currently
responding to those data requests.
FERC
Compliance Program:
The FERC has approved an extensive number of
reliability standards developed by the North American Electric Reliability
Corporation (NERC) and the Western Electricity Coordinating Council (WECC),
including critical infrastructure protection (CIP) standards and regional
standard variations. As part of its compliance program, Idaho Power
periodically reviews its operations for compliance with FERC rules, orders, and
standards and self-reports compliance issues to the FERC and the WECC. To
date, reports Idaho Power has submitted to the FERC have focused on Standards
of Conduct, Idaho Powers OATT, and compliance with FERC requirements to post
available capacity on Idaho Powers website and with the Western Systems Power
Pool. Idaho Power has self-reported matters relating to CIP and other
reliability standards to the WECC.
During the
first quarter of 2010, Idaho Power self-reported to both the FERC and the WECC,
and Idaho Power received notification that the FERC intends to take no further
action regarding several issues previously reported by Idaho Power. During the
first quarter of 2010, Idaho Power also received notices of alleged violations
from the WECC relating to reliability and CIP matters. During the second
quarter of 2010, Idaho Power submitted self-reports to both the FERC and the
WECC, received notification that the FERC intends to take no further action
regarding several issues previously self-reported by Idaho Power, and received
a notice of confirmed violation from the WECC relating to a reporting deadline.
Certain matters
reported to the FERC and the WECC remain unresolved, and Idaho Power is unable
to predict what action, if any, the WECC or the FERC will take on those
unresolved matters, but Idaho Power does not expect any material adverse effect
on its financial position, results of operations, or cash flows. Idaho Power
plans to continue its policy of reducing potential violations through its
compliance program and self-reporting compliance issues to the FERC and the
WECC.
Relicensing of Hydroelectric Projects:
Idaho Power, like other utilities
that operate nonfederal hydroelectric projects on qualified waterways, obtains
licenses for its hydroelectric projects from the FERC, and these licenses last
for 30 to 50 years. Idaho Power is actively pursuing relicensing of the HCC
and Swan Falls hydroelectric projects. In addition, Idaho Power recently
received a license amendment to expand the Shoshone Falls hydroelectric project
and to potentially extend the term of the license beyond its 2034 expiration
date.
HCC : Idaho Powers most significant relicensing effort is the HCC, which provides approximately 68 percent of Idaho Powers hydroelectric generating nameplate capacity and 36 percent of its total generating nameplate capacity. In 2007, the FERC Staff issued a final EIS for the HCC, which the FERC will use to determine whether, and under what conditions, to issue a new license for the project. Idaho Power has reviewed the final EIS and is
64
developing comments for filing with the
FERC. However, certain portions of the final EIS involve issues that may be
influenced by water quality certifications for the project under section 401 of
the Clean Water Act and formal consultations under the Endangered Species Act
(ESA), which remain unresolved. Idaho Power anticipates filing comments to the
final EIS as the section 401 and ESA processes progress and the manner in which
they may affect pending issues becomes more certain. In that regard, Idaho
Power continues to cooperate with the U.S. Fish and Wildlife Service, the
National Marine Fisheries Service, and the FERC in an effort to address ESA
concerns and to work with Idaho and Oregon to take measures to ensure that any
discharges from the HCC will comply with the temperature and other applicable
necessary state water quality standards so that appropriate water quality
certifications can be issued for the project. The FERC is expected to issue a
license order for the HCC once the ESA consultation and the state water quality
certification processes are completed. Idaho Power is currently operating
under an annual license issued by the FERC and expects to continue operating
under annual licenses until a new multi-year license is issued.
Swan Falls
: Idaho Power is
currently operating the Swan Falls hydroelectric project under an annual license
while its application for a multi-year license is pending before the
FERC. The FERC has issued a draft EIS for the Swan Falls project and Idaho Power
anticipates that the FERC will complete and issue a final EIS in 2010.
Shoshone Falls
: On July 1,
2010, the FERC issued an amended license for the Shoshone Falls project to
expand its generating capacity to 60.875 MW. The amended license has an expiration
date of 2034, but provides that the license will be extended to 2044 following
completion of the proposed generation capacity expansion project. Idaho Power
is currently evaluating and reviewing the license requirements and related
operating issues of the proposed generation capacity expansion project.
Relicensing costs are recorded in
construction work in progress until new multi-year licenses are issued by the
FERC, at which time the charges will be transferred to electric plant in
service. Relicensing costs and costs related to new licenses will be submitted
to regulators for recovery through the ratemaking process. Relicensing costs
of $123 million and $5 million for HCC and Swan Falls, respectively, were
included in construction work in progress at June 30, 2010. The IPUC
authorizes Idaho Power to include in rates approximately $6.8 million annually
($10.6 million grossed up for income taxes) of AFUDC relating to the HCC
relicensing project, and collecting these amounts will reduce the relicensing
amount submitted to regulators for recovery through the ratemaking process.
LEGAL MATTERS:
Western Energy Proceedings at
the FERC:
Idaho Power and IE are parties to proceedings at the FERC
arising from the western energy situation the California energy crisis and
the energy shortages, high prices, and blackouts in the western United States
during 2000 and 2001 that caused numerous purchasers of electricity in those
markets to initiate proceedings seeking refunds or other forms of relief and the
FERC to initiate its own investigations. The three major sets of cases arising
out of the western energy situation relate to (1) pricing of sales in the
California Independent System Operator (Cal ISO) and California Power Exchange
(CalPX) markets (the California refund proceeding); (2) claims of market
manipulation and tariff violations in those markets, some of which have been
the subject of FERC show cause orders (the market manipulation cases); and (3)
pricing of sales in the spot power markets in the Pacific Northwest (the
Pacific Northwest refund proceeding).
Proceedings in all three sets of
cases remain pending before the FERC. In addition, there are more than 200
petitions pending in the United States Court of Appeals for the Ninth Circuit (Ninth
Circuit) for review of numerous FERC orders regarding the western energy
situation, including the California refund proceeding and the market
manipulation cases. Decisions in these appeals may have implications with
respect to other pending cases, including those to which Idaho Power and IE are
parties.
Idaho Power and IE have reached settlements with the principal parties to the
California refund proceeding and the market manipulation cases, but there remain
claims by parties that have not settled that represent a small minority of
potential refunds in those proceedings. Idaho Power and IE are unable to
predict the outcome of these matters, but believe that the settlement releases they have obtained will
restrict potential claims that might result from the disposition of these two
sets of proceedings and that these matters will not have a material adverse
effect on their consolidated financial positions, results of operations, or
cash flows.
65
In the Pacific Northwest refund
proceeding, after reviewing the FERCs 2003 decision declining to order
refunds, the Ninth Circuit remanded the case to the FERC, officially returning
the case to the FERC on April 16, 2009, to consider whether evidence of market
manipulation would have altered the agencys conclusions about refunds and to
include sales originating in the Pacific Northwest to the California Department
of Water Resources (CDWR) in the proceedings. In separate filings the
California Parties (consisting of Pacific Gas & Electric Company, San Diego
Gas & Electric Company, Southern California Edison Company, the California
Public Utilities Commission, the California Department of Water Resources and
the California Attorney General), City of Tacoma (Tacoma), and the Port of
Seattle, Washington (Port of Seattle) asked the FERC to reorganize and
restructure the Pacific Northwest case to enable them to pursue claims that all
spot market sales in the Cal ISO and CalPX markets and in the Pacific Northwest
from January 1, 2000 through June 20, 2001 should be subject to refund and
repriced because market manipulation and tariff violations affected spot market
prices. Their requests would expand the scope of the refund period in the
Pacific Northwest proceeding from the December 25, 2000 through June 20, 2001
period previously considered by the FERC. In May 2009, the California Parties
requested that the FERC sever sales to CDWR from the Pacific Northwest
proceeding and consolidate their claims regarding these sales with ongoing
proceedings in cases that Idaho Power and IE have settled, as well as with a
new complaint filed on May 22, 2009 by the California Attorney General against
some sellers, but not Idaho Power and IE. Idaho Power and IE, along with a
number of other parties, filed their opposition to the requests of the
California Parties. In April 2010, the California Parties filed a motion with
the FERC renewing their May 2009 requests. In August 2009, Tacoma and Port of
Seattle jointly requested the FERC to require refunds from sellers in the
Pacific Northwest spot markets for the expanded period (January 1, 2000-June
20, 2001). Idaho Power and IE joined with a number of other sellers in the
Pacific Northwest markets during 2000 and 2001 in opposing the motion of Tacoma
and Port of Seattle. On July 21, 2010, the Port of Seattle and Tacoma once
again filed a motion requesting that the FERC either summarily dispose of the
case or set it for hearing, and the California Parties, answering a pleading in
the Brown Complaint, renewed their request for consolidation. The FERC has not
yet acted on the remand from the Ninth Circuit or on these filings and requests
from the California Parties, Tacoma, and Port of Seattle. Idaho Power and IE
are unable to predict the outcome of these matters or estimate the impact they
may have on their consolidated financial positions, results of operations, or
cash flows.
Sierra Club Lawsuits at the
Bridger and Boardman Coal-Fired Plants:
In February 2007, the Sierra Club
and the Wyoming Outdoor Council filed a complaint against PacifiCorp in the
U.S. District Court in Cheyenne, Wyoming, alleging that PacifiCorp had violated
air quality opacity standards at the Jim Bridger coal-fired plant in Sweetwater
County, Wyoming. On April 15, 2010, the parties jointly filed a proposed consent
decree resolving the pending litigation. The consent decree was approved and
entered by the court on June 8, 2010. Idaho Power is fully reserved for the
contingency and approval of the consent decree will not have a material adverse
effect on Idaho Powers consolidated financial position, results of operations,
or cash flows.
In September 2008, the Sierra Club
and four other non-profit corporations filed a complaint against PGE in the
U.S. District Court for the District of Oregon alleging opacity permit limit
violations at the Boardman coal-fired plant located in Morrow County, Oregon.
The complaint also alleged violations of the Clean Air Act (CAA), related
federal regulations and the Oregon State Implementation Plan relating to PGEs
construction and operation of the plant. The complaint sought a declaration
that PGE had violated opacity limits, a permanent injunction ordering PGE to
comply with such limits, injunctive relief requiring PGE to remediate alleged
environmental damage and ongoing impacts, civil penalties of up to $32,500 per
day per violation, and reimbursement of plaintiffs costs of litigation,
including reasonable attorneys fees. Idaho Power is not a party to this
proceeding but has a 10 percent ownership interest in the Boardman plant. PGE
owns 65 percent and is the operator of the plant. PGE has stated that it
cannot determine with certainty the total amount of monetary penalties and
damages asserted, but based solely on the complaint the estimated amount is $60
million. Idaho Power is unable to predict the outcome of this matter or
estimate the impact it may have on its consolidated financial position, results
of operations, or cash flows.
Snake River Basin Water Rights:
Idaho Power is engaged in the Snake River Basin Adjudication (SRBA), which
commenced in 1987, to define the nature and extent of water rights in the Snake
River Basin in Idaho, including the
water rights of Idaho Power. On March 25, 2009, Idaho Power and the State
of Idaho entered into a settlement agreement
with respect to the 1984 Swan Falls Agreement and Idaho Powers water rights
under the Swan Falls Agreement, which settlement agreement is subject to
certain conditions discussed below. The settlement agreement will also resolve
litigation between Idaho Power and the State of Idaho relating to the Swan
Falls Agreement that was filed by Idaho Power on May 10, 2007 with the Idaho
District Court for the Fifth Judicial Circuit, which has jurisdiction over SRBA
matters, including the Swan Falls case.
66
The settlement agreement resolves
the pending litigation by clarifying that Idaho Powers water rights in excess
of minimum flows at its hydroelectric facilities between Milner Dam and Swan
Falls Dam are subordinate to future upstream beneficial uses, including aquifer
recharge. The agreement commits the State of Idaho and Idaho Power to further
discussions on important water management issues concerning the Swan Falls
Agreement and the management of water in the Snake River Basin. It also
recognizes that water management measures that enhance aquifer levels, springs
and river flows, such as aquifer recharge projects, benefit both agricultural
development and hydropower generation and deserve study to determine their
economic potential, their impact on the environment and their impact on
hydropower generation. These will be a part of the Comprehensive Aquifer
Management Plan (CAMP), approved by the Idaho Water Resource Board (IWRB) for
the ESPA, which includes limits on the amount of aquifer recharge. Idaho Power
is a member of the ESPA CAMP advisory committee and implementation committee.
On April 24, 2009, the Governor of
Idaho signed into law legislation approving provisions contained in the
settlement agreement. On May 6, 2009, as part of the settlement, Idaho Power,
the Governor of Idaho and the IWRB executed a memorandum of agreement relating
to future aquifer recharge efforts and further assurances as to limitations on
the amount of aquifer recharge. Idaho Power and the State of Idaho also filed
a joint motion to the SRBA court to dismiss the Swan Falls case and enter the
stipulated water right decrees set forth in the settlement agreement. Parties
representing groundwater users in the ESPA objected to some of the language
proposed by Idaho Power and the State of Idaho relating to water rights in the
decrees to be entered by the SRBA court as contemplated by the settlement
agreement. Specifically, the concerns relate to the language describing the
subordination of the rights and its interplay with the original Swan Falls
settlement document and implementing legislation. On January 4, 2010, the
court issued an order approving the overall settlement subject to certain
modifications to the draft water right decrees proposed by Idaho Power and the
State of Idaho. Idaho Power is working with the State of Idaho and the parties
to reach an agreement consistent with the courts order regarding the language
of the decrees.
Idaho Power also filed an action in
the U.S. District Court of Federal Claims in Washington, D.C. in October 2007,
and an amended complaint on September 30, 2008, against the U.S. Bureau of
Reclamation (USBR) relating to a 1923 contract right for delivery of water to
its hydropower projects on the Snake River. The action seeks to recover damages
from the USBR for the lost generation resulting from reduced flows and a
prospective declaration of contractual rights and obligations of the parties.
In recent months, Idaho Power has been working with the U.S. and Idaho
interests (including the State of Idaho and upstream water users) in an effort
to resolve certain state water right issues pending in the SRBA that are common
to both the SRBA and the pending federal case. In an effort to promote
efficiency, the parties have agreed to present certain legal issues associated
with the 1923 contract to the court in the SRBA case that are expected to
resolve issues in the pending federal case. The SRBA court has scheduled the
presentation of these issues to the court by the fall of 2010. Idaho Power and
the USBR have agreed to stay further proceedings in the federal case pending
the resolution of these issues in the SRBA case.
Idaho Power is unable to predict
the outcomes of these matters or estimate the impact they may have on its
consolidated financial position, results of operations or cash flows.
For further information regarding
legal proceedings, see Note 9 Contingencies to the condensed consolidated
financial statements included in this report.
ENVIRONMENTAL ISSUES:
Idaho Power is subject to regulations by federal, state, and local authorities governing the protection of the environment, including the Clean Air Act; the Clean Water Act; the Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and Community Right-to-Know Act; the Endangered Species Act; the Federal Land Policy and Management Act; the National Environmental Policy Act; the Resource Conservation and Recovery Act; and related state laws. These laws and regulations are continually changing and are generally becoming more restrictive. Idaho Power monitors legislative and regulatory developments at all levels of government for environmental issues, particularly those with the potential to alter the operation and productivity of power generating plants and other assets. Environmental laws and regulations may, among other things, increase the cost of operating power generation plants and constructing new facilities; require that Idaho Power install additional pollution control devices at existing generating plants; or require that Idaho Power shut down certain power generation plants. Compliance with environmental laws and regulations could result in increases to capital
67
expenditures and operating
expenses. While there can be no assurance of recovery, Idaho Power intends to
seek recovery of any such costs through the ratemaking process.
Global Climate Change:
There
is concern nationally and internationally about global climate change and the
possible contribution of GHG emissions to climate change. Long-term climate
change could significantly affect Idaho Powers business in a variety of ways,
including the following: (i) changes in temperature and precipitation could
affect customer demand; (ii) extreme weather events could increase service
interruptions, outages, maintenance costs, and the need for additional systems
backup, and can affect the supply of and demand for electricity and natural
gas, which may impact the price of energy commodities; (iii) changes in the
amount and timing of snowpack and stream flows could adversely affect
hydroelectric generation; (iv) legislative and/or regulatory developments
related to climate change could affect plans and operations, including placing
restrictions on the construction of new generation resources, the expansion of
existing resources, or the operation of generation resources in general; and
(v) consumer preference for, and resource planning decisions requiring,
renewable or low GHG-emitting sources of energy could impact demand from
existing sources and require significant investment in new generation and
transmission resources. Idaho Power does not currently operate in coastal
areas and, while there may be secondary impacts such as increased supply chain
costs, it is not directly exposed to the effects of potential sea level rises.
Greenhouse Gas Emission
Reduction Goals:
Despite the current absence of a national mandatory GHG
reduction program, Idaho Power is actively engaged in voluntary GHG reduction
efforts. In September 2009, IDACORPs and Idaho Powers boards of directors
approved guidelines that established a goal to reduce the CO
2
emission intensity of Idaho Powers utility operations. Idaho Powers goal is
to reduce its resource portfolios average CO
2
emission intensity
for the 2010 through 2013 time period to a level of 10 to 15 percent below
Idaho Powers 2005 CO
2
emission intensity of 1,194 lbs CO
2
/MWh.
The guidelines are intended to reduce Idaho Powers average CO
2
emission
intensity in a manner that minimizes the costs of those reductions to Idaho
Powers customers.
In 2008, Idaho Power and Ida-West
together ranked as the 32
nd
lowest emitter of CO
2
/MWh
produced among the nations 100 largest electricity producers, according to a
June 2010 collaborative report from Ceres, the Natural Resources Defense
Council, Public Service Enterprise Group, Constellation Energy, and Entergy
using publicly reported 2008 generation and emissions data. According to the
report, out of the 100 companies named, Idaho Power and Ida-West together
ranked as the 55
th
largest power producer based on fossil fuel,
nuclear, and renewable energy facility total electricity generation, and the 31
st
lowest emitter of CO
2
by tons of emissions.
In May 2010, Idaho Power submitted
information to the Carbon Disclosure Project (CDP), an independent, not-for-profit
organization that claims the largest database of corporate climate change
information in the world. Idaho Powers estimated CO
2
emission
intensity (Lbs/MWh) from its generation facilities as submitted to the CDP was
1,150, 1,097, and 1,004 Lbs/MWh for 2007, 2008, and 2009, respectively. Idaho
Power estimates that its CO
2
emission intensity from Idaho Power-owned
generation facilities for the six months ended June 30, 2010 was 905 Lbs CO
2
/MWh.
Regulation of Greenhouse Gas
Emissions:
The American Clean Energy and Security Act of 2009, H.R. 2454,
regarding GHG emissions, renewable energy, energy efficiency, carbon capture
and sequestration, and other matters, passed the U.S. House of Representatives
on June 26, 2009. The Senate introduced similar legislation in September
2009. In May 2010, a discussion draft of an energy and climate change bill was
released in the Senate that outlined a cap-and-trade program. Proposed and draft
legislation also contains provisions relating to the reinvigoration of the
nuclear power industry, energy efficiency incentives, deployment of carbon
capture and sequestration, and offshore oil and gas drilling. Debate on GHG
legislation continues in Congress; however, given the complexity of the
legislation and other competing legislative priorities, the timing and elements
of any future legislation addressing GHG emission reduction requirements are
uncertain. There are also state and regional 68 initiatives (including the Western Regional Climate Action Initiative)
considering market-based mechanisms to reduce GHG emissions.
In support of international efforts to reduce GHG emissions, in January 2010
President Obama pledged to cut GHG emissions in the United States from 2005
levels by 17 percent by 2020 and 80 percent by 2050. Any international treaty
creating mandatory GHG emission reduction requirements in the United States
would need to be ratified by the U.S. Senate and implemented through legislation
adopted by the U.S. Congress.
68
In September 2009, the EPA (Environmental
Protection Agency) issued a final rule that requires monitoring and reporting
of GHG emissions by a number of entities beginning on January 1, 2010. Most
facilities are required to report annually. Electric generation facilities
(including Idaho Powers facilities) already reporting CO
2
emissions
under the CAA Acid Rain Program must report CO
2
, nitrous oxide (NO
x
),
and methane emissions to the EPA on a quarterly basis. In March 2010, the EPA
proposed to expand the monitoring and reporting requirements to include
emissions of fluorinated GHGs such as sulfur hexafluoride from electrical power
transmission and distribution systems.
Also in September 2009, the EPA
acknowledged that the CAA will require it to regulate GHG emissions from
stationary sources (including Idaho Powers thermal facilities) through both
its preconstruction and operating permit programs when the national GHG
emission standards for motor vehicles go into effect.
In December 2009, the EPA issued an
endangerment finding for GHG emissions from motor vehicles. The endangerment
finding is required for the EPA and the Department of Transportation National
Highway Traffic Safety Administration to finalize their September 2009 proposal
to adopt national GHG emission (i.e. tailpipe) standards for motor vehicles.
On April 1, 2010, the EPA and the Department of Transportation issued a final
rule establishing motor vehicle GHG emission standards. The endangerment finding
and the GHG emission standards for motor vehicles have been appealed to the
U.S. Court of Appeals for the District of Columbia Circuit.
In June 2010, the EPA issued a
final rule regulating GHG emissions through its preconstruction and operating
permit programs under the CAA. This rule is referred to as the Tailoring
Rule. The first phase of the rule will take effect on January 2, 2011, and
will require imposition of Best Available Control Technology (BACT) for GHG
emissions if a new major source or modification of a source is projected to
result in GHG emissions of at least 75,000 tons per year (CO
2
equivalent).
In addition, existing major sources will need to amend their operating permits
to include applicable requirements relating to GHGs. The EPA has stated it
will issue guidance later in 2010 on BACT for power plants, which may focus
initially on energy efficiency requirements. These regulatory provisions may
ultimately be nullified if Congress enacts GHG legislation that preempts
regulations promulgated by the EPA. The EPAs effort to regulate GHG emissions
through the CAAs permitting programs has been appealed to the U.S. Court of
Appeals for the District of Columbia Circuit.
In August 2007, Oregon enacted
legislation establishing goals for the reduction of GHG emissions, which seek
to (i) by 2010, cease the growth of Oregon GHG emissions; (ii) by 2020, reduce
GHG levels to 10 percent below 1990 levels; and (iii) by 2050, reduce GHG
levels to at least 75 percent below 1990 levels. The legislation also calls
for state government-developed policy recommendations in the future to assist
in the monitoring and achievement of these goals.
Idaho Power will continue to
monitor and evaluate proposed international, federal, state, and regional GHG
legislation or initiatives as well as judicial decisions that could affect its
generating facilities and operations. A significant portion of the current
initiatives regarding GHG emissions contemplate market-based compliance
programs. The regulation of GHG emissions under the CAA could result in GHG
emission limits on stationary sources that do not provide market-based
compliance options such as cap-and-trade programs or emission offsets. Such a
program could raise uncertainty about the future viability of fossil fuels,
specifically coal, as an economical energy source for new and existing electric
generation facilities because new technologies for reducing CO
2
emissions from coal, including carbon capture storage, are still in the
development stage and are not yet proven. Emission standards could require
significant increases in capital expenditures and operating costs, which may
accelerate the retirement of older, less-efficient coal-fired units.
There are financial, regulatory, and logistical uncertainties related to GHG reductions and the implementation of renewable energy mandates. These will need to be resolved before the impact of such requirements on Idaho Power can be meaningfully estimated. The impact on Idaho Power of currently proposed legislation relating to GHG emissions would depend on a variety of factors, including the specific GHG emissions limits or renewable energy requirements, the timing of implementation of these limits or requirements, the level of emissions allowances allocated and the level that must be purchased, the purchase price of emissions allowances, the development and commercial availability of technologies for renewable energy and for the reduction of emissions, the degree to which offsets may be used for compliance, provisions for cost containment (if any), the impact on coal and natural
69
gas prices, and cost recovery through rates. Accordingly, Idaho Power cannot
meaningfully predict the effect on its results of operations, financial
position, or cash flows of any GHG emission, renewable energy mandate, or other
global climate change requirements that may be adopted, although the costs to
implement and comply with any such requirements could be substantial. Idaho
Power would seek to recover these costs and expenditures from customers as
costs of doing business but is unable to predict whether it would be permitted
to recover some or all of the increased costs and expenditures from customers
through rates.
However, to the extent GHG
emissions are regulated through a federal GHG emissions program, Idaho Power
believes its business could also benefit. Idaho Powers generation fleet has
an overall CO
2
emission rate that is lower than the industry average
with a substantial amount of the fleets output coming from hydroelectric
plants, which generate significantly lower CO
2
emissions than fossil
fuel plants. Such regulatory initiatives may also lead to increased
opportunities associated with renewable generation and alternative fuels.
In the 2009 IRP, Idaho Power did
not include any new conventional coal resources in the resource portfolio due
to the uncertainty regarding future GHG regulations. IDACORP and Idaho Powers
boards of directors continue to review environmental issues on a regular basis
and in connection with the review of the companies strategic plans. The
boards of directors are also frequently informed of any new material
environmental issues, including updates on any proposed legislation.
Renewable Standards:
The
American Clean Energy and Security Act of 2009, in the form passed in the U.S.
House of Representatives on June 26, 2009, would require utilities to obtain 20
percent of their electricity from renewable sources by 2020, and reduce demand
an additional five percent through conservation and increased energy
efficiency. The Senate version, if enacted, would require electric utilities
to meet 15 percent of their electricity sales through renewable sources of
energy or energy efficiency by 2021. Resources eligible to meet these
standards include wind, solar, geothermal, biomass, landfill gas, ocean, and
incremental hydropower (efficiency improvements or new capacity). Both bills
recognize the benefits of existing hydroelectric generation by allowing
utilities to subtract generation from existing hydroelectric projects from
their total sales base prior to calculating the percentage requirement. Idaho
Power will be required to comply with a ten percent renewable portfolio
standard (RPS) in Oregon beginning in 2025. Idaho Power expects to meet these
requirements with the RECs from the Elkhorn Valley wind project. No RPS
requirement currently exists in Idaho. Idaho Power continues to monitor
proposed federal renewable energy standard (RES) legislation, which if passed
could increase Idaho Powers capital expenditures and operating costs and
reduce earnings and cash flows.
Idaho Power has contracts to purchase energy from seven wind projects that have already achieved commercial operations. The combined nameplate rating of these projects is 192 MW. Idaho Power also has an additional 275 MW of wind generation with signed and IPUC approved contracts that have not yet been constructed. Idaho Power is currently negotiating a power purchase agreement for additional wind generation with a capacity of approximately 160 MW, pursuant to which Idaho Power would receive the RECs. Idaho Power recently entered into an agreement with USG Oregon, LLC for the purchase of energy from a geothermal electric generation facility under development near Vale, Oregon, with an estimated 22 MW output and expected on-line date of late 2012. Idaho Power has contracted to receive the RECs from the project during the term of the agreement. On June 8, 2010, Idaho Power entered into a 20 year PURPA power purchase agreement with Grand View Solar PV One, LLC. The solar power generation facility, which has not yet been constructed, is expected to have a 20-MW nameplate capacity and will be located in Elmore County, Idaho. A decision from the IPUC regarding the prudency of power purchase costs included in the agreement is pending. Idaho Power does not receive the RECs associated with PURPA projects and is selling its near-term RECs and returning to customers their share of those proceeds through the PCA. Idaho Power filed a REC Management Plan with the IPUC in December 2009 to address its treatment of future RECs. Under Idaho Powers REC Management Plan, Idaho Power would sell near-term RECs, while continuing to acquire and hold long-term contractual rights to own RECs for use in meeting a future federal RES. During the six months ended June 30, 2010, Idaho Powers REC sales totaled $2.2 million. Idaho Power has sold all of its 2009 and earlier vintage RECs. Idaho Power has sold a portion of its 2010 RECs and intends to continue selling its 2010 RECs as they are generated and become available for sale.
Idaho Power continues to pursue additional geothermal, wind, and combined heat and power generation resource development opportunities. Other renewable generation resources anticipated from future cogeneration and small power production contracts include solar, biomass, and additional wind projects.
70
Air Quality:
Idaho Power co-owns
three coal-fired power plants and owns two natural gas combustion turbine power
plants that are subject to air quality regulation. The coal-fired plants are:
Jim Bridger (33 percent interest) located in Wyoming; Boardman (10 percent
interest) located in Oregon; and Valmy (50 percent interest) located in
Nevada. The natural gas-fired plants, Danskin and Bennett Mountain, are
located in Idaho. The CAA establishes controls on the emissions from
stationary sources like those owned by Idaho Power. The EPA adopts many of the
standards and regulations under the CAA, while states have the primary
responsibility for implementation and administration of these air quality
programs. In February 2010, a bill was introduced in the Senate to impose limits
on SO
2
and NO
x
emissions from power plants starting in
2012 and to require at least a 90 percent reduction in mercury emissions from
coal-fired generation. Idaho Power continues to actively monitor, evaluate,
and work on air quality issues pertaining to federal and state mercury emission
rules, possible legislative amendment of the CAA as discussed above, National
Ambient Air Quality Standards (NAAQS), and Regional Haze Best Available
Retrofit Technology (RH BART) and NSR permitting.
Idaho Power is currently in the
process of constructing a natural gas-fired CCCT generating plant with a summer
nameplate capacity of 300 MW and a winter capacity of approximately 330 MW in
Payette County, Idaho, referred to as the Langley Gulch power plant. The
Langley Gulch power plant is currently estimated to be in service in July 2012.
On June 25, 2010, the Idaho Department of Environmental Quality issued to
Idaho Power an air quality permit to construct the Langley Gulch power plant
which imposes on Idaho Power, among other things, design, emissions monitoring,
performance testing, reporting, and operating requirements, conditions, and
limitations.
Mercury Emissions:
Mercury
continuous emission monitoring systems have been installed on all of the coal-fired
units at the Jim Bridger, Boardman, and Valmy plants and tests to confirm the
accuracy of the data being collected are currently underway. The EPA has
announced that it is developing maximum achievable control technology (MACT)
standards to reduce mercury emissions from coal-fired power plants. Early
indications are that these MACT standards will apply uniformly to all coal-fired
power plants, unlike the cap-and-trade mercury standards of the Clean Air
Mercury Rule. In 2008, the State of Oregon adopted a mercury rule requiring
Boardman to reduce mercury emissions by 90 percent or meet an emission rate of
0.6 lbs/trillion BTU by July 2012. Idaho Power continues to monitor Wyoming
and Nevada actions related to mercury emissions. Idaho Power is unable to predict
at this time what actions the EPA or the other states may take to reduce
mercury emissions from its coal-fired power plants. In April 2010, the U.S.
District Court for the District of Columbia approved, by consent decree, a
timetable that would require the EPA to propose a standard to control mercury
emissions from coal-fired power plants by May 16, 2011, and to finalize it by
November 2011.
National Ambient Air Quality
Standards (NAAQS)
: In July 1997, the EPA adopted new NAAQS for ozone (8-hour
ozone standard) and fine particulate matter of less than 2.5 micrometers in
diameter (PM2.5 standard). Regulations promulgated by the EPA to implement
these NAAQS have been challenged and portions have been remanded back to the
EPA for reconsideration. The EPA and state efforts to implement the NAAQS
adopted in 1997 are ongoing. All of the counties in Idaho, Oregon, Nevada, and
Wyoming where Idaho Powers power plants operate currently are designated as
meeting attainment with the 8-hour ozone and PM2.5 standards adopted by the EPA
in 1997.
In December 2006, the EPA revised
the NAAQS for PM2.5. This new standard was challenged by a number of groups in
the U.S. Court of Appeals for the District of Columbia Circuit and the court
remanded the standard back to the EPA in February 2009. All of the counties in
Idaho, Nevada, Oregon and Wyoming where Idaho Powers power plants operate
currently were designated as meeting attainment with the revised PM2.5 NAAQS.
The impact of the new standard will not be known until the judicial appeals are
completed and the associated regulatory programs are promulgated and
implemented.
In March 2008, the EPA promulgated
a final regulation which revised the 8-hour ozone NAAQS, and on January 19,
2010, the EPA proposed to adopt a more stringent 8-hour ozone NAAQS. Idaho
Power is unable to predict what impact the adoption of this standard may have
on its operations.
On January 22, 2010, the EPA adopted a new NAAQS for NO2 at a level of 100 parts per billion averaged over a 1-hour period. In addition, on June 22, 2010, the EPA adopted a new NAAQS for SO2 at a level of 75 parts per billion average over a one-hour period. The EPA has not yet designated areas as attaining or not attaining these new
71
NAAQS. Idaho Power is unable to predict what impact the
adoption and implementation of these standards may have on its operations.
Regional Haze Best Available
Retrofit Technology:
In accordance with federal regional haze rules, coal-fired
utility boilers are subject to RH BART if they were built between 1962 and 1977
and affect any Class I areas. This includes all four units at the Jim Bridger
plant and the Boardman plant. The two units at the Valmy plant were
constructed after 1977 and are not subject to the federal regional haze rule.
The Wyoming Department of Environmental Quality (WDEQ) and the ODEQ have
conducted assessments of the Boardman and Bridger plants pursuant to an RH BART
process. These states have also evaluated the need for additional controls at
Boardman and Bridger to achieve reasonable progress toward a long term strategy
beyond RH BART to reduce regional haze in Class I areas to natural conditions
by the year 2064.
On December 31, 2009, the WDEQ
issued a RH BART permit to PacifiCorp for the Jim Bridger plant. The WDEQ
determined that low NOx burners with over-fire air is RH BART for NOx
for all four Bridger units and that RH BART is not required for SO2
for the Bridger plant. As part of the WDEQs long term strategy for regional
haze, the permit requires that PacifiCorp install selective catalytic reduction
(SCR) for NOx control at Bridger Units 3 and 4 by December 31, 2015
and December 31, 2016, respectively, and submit an application by January 15,
2015 to install add-on NOx controls at Bridger Units 1 and 2 by December
31, 2023. PacifiCorp is already in the process of installing low NOx
burners and SO2 scrubber upgrades at the Bridger plant. The SO2
scrubber upgrade project has been completed on Bridger Units 2 and 4 and is
expected to be completed on the other two units by the end of 2011. Idaho
Power expects to spend approximately $22 million between 2009 and 2012 to
complete these projects. Idaho Powers estimated share of the cost to install
SCR on Bridger Units 3 and 4 is $120 million. Installation of SCR also could
require extended maintenance outages. Design and cost estimates for add-on NOx
controls at Bridger Units 1 and 2 are not yet available. On February 26, 2010,
PacifiCorp filed an administrative appeal of the Bridger RH BART permit with
the Wyoming Environmental Quality Council. PacifiCorp contends that WDEQ
lacked the legal and technical basis to require the SCR and add-on NOx controls
required by the permit. Idaho Power will continue to monitor this process. It
is not possible for Idaho Power to predict the outcome of the administrative
appeals process at this time.
On June 19, 2009, the Oregon
Environmental Quality Commission adopted a rule that would require the
installation of controls at Boardman in two phases. The first phase, which
ODEQ determined is RH BART, would require the installation of low NOx burners
and over-fire air by July 1, 2011, and the installation of semi-dry flue gas
desulfurization and a bag house by July 1, 2014. The second phase, which is
part of ODEQs long term strategy, would require the installation of SCR by
July 1, 2017. Idaho Powers estimated share of the cost of the pollution
control requirements for RH BART and the long term strategy is between
approximately $52 million and $56 million. Approximately three-quarters of the
costs would be incurred by 2014 with the remainder incurred by 2017. Installation
of this pollution control equipment also could require extended maintenance
outages.
On April 2, 2010, PGE submitted a petition requesting that the OEQC amend the RH BART and long term strategy requirements for the Boardman plant to be the installation of low NO x burners and over-fire air by July 1, 2011, the phased transition to reduced sulfur coal by December 31, 2011 and July 1, 2014, and the closure of Boardman plant coal-fired boiler by December 31, 2020. However, on June 17, 2010, the OEQC denied PGEs 2020 closure proposal and directed the ODEQ to explore additional options for early closure and initiate a rulemaking procedure. On June 28, 2010, the ODEQ stated that it would begin a public discussion of three draft closure options for the Boardman plant, in advance of formal rulemaking. The ODEQs three proposals contemplate early closure of the plant by 2020, 2018, or 2015-2016. The ODEQ stated that the capital cost of installing pollution control equipment for each of the options would be $321 million, $103 million, and $36 million, respectively. Each of the proposals would still require the Boardman plant to meet the current 2012 deadline for installing controls to meet the ODEQs mercury emission rules. The ODEQ stated that its rules would be written such that PGE could choose any option, and that if no option is selected by PGE the existing rules adopted last year, which the ODEQ stated will involve a capital cost of $498 million, would apply. Public meetings will be scheduled in September 2010 to discuss the proposals, and a final ruling is expected to be submitted to the OEQC in December 2010. Idaho Power is a ten percent owner of the Boardman plant, representing 64 MW of nameplate capacity. Idaho Power is evaluating and discussing with PGE the various options for early closure of the Boardman plant, as well as alternatives. At June 30, 2010, Idaho Powers net book value in the Boardman plant was approximately $20 million with annual depreciation of approximately $1.2 million.
72
While not required under RH BART,
installation of low NO
x
burners and over-fired upgrades has been
completed at the Valmy plant.
New Source Review:
Since
1999, the EPA and the U.S. Department of Justice have been pursuing a national
enforcement initiative focused on the compliance status of coal-fired power
plants with the NSR permitting requirements and New Source Performance
Standards (NSPS) of the CAA. This initiative has resulted in both enforcement
litigation and significant settlements with a large number of public utilities
and other owners of coal-fired power plants across the country. The current
administration has indicated an intention to continue this NSR enforcement
initiative. The EPA sent information requests under section 114 of the CAA,
requesting information relevant to NSR and NSPS compliance to the Jim Bridger
plant in 2003, the Valmy plant in 2009, and the Boardman plant in 2008 with a
follow up request for information in 2009. Idaho Power is a co-owner of these
plants, but does not operate the plants. A number of utilities that have
received section 114 information requests have engaged in negotiations with the
EPA to address any allegations of non-compliance with NSR and NSPS
requirements. In some cases, such negotiations have resulted in settlements
requiring the payment of civil penalties, installation of additional pollution
controls, the surrender of emission allowances, and the completion of
supplemental environmental projects. Idaho Power cannot predict the outcome of
these investigatory and enforcement matters at this time.
Coal Combustion Byproducts
(CCBs)
: In December 2008, the breach of a dike at the Tennessee Valley
Authoritys Kingston Station resulted in a spill of several million cubic yards
of ash into a nearby river and onto private properties. In June 2010, the EPA
proposed regulations pursuant to the Resource Conservation and Recovery Act
governing the disposal and management of CCBs. The EPA requested comments on
two options for regulating CCBs. The first would regulate CCBs as a new special
waste subject to many of the requirements for hazardous waste, while the
second would regulate CCBs in a manner similar to typical solid waste, subject
to fewer and less stringent environmental requirements. Either of the EPAs
proposed options represents a shift toward more comprehensive and potentially
more expensive requirements for CCBs disposal and management. If this or other
new legislation or regulations increase the cost of managing and disposing of
CCBs or create additional liability with respect to historic disposal
practices, they could have an adverse impact on Idaho Powers consolidated
financial position, results of operations, or cash flows. However, the
financial and operational consequences cannot be determined until final
legislation is passed or regulations enacted.
PCBs
: In April 2010, the
EPA issued an advance notice of proposed rulemaking pursuant to the Toxic
Substances Control Act regarding the use of polychlorinated biphenyls (PCBs).
The EPA is considering revisiting the use authorization allowing the continued
use of PCBs in equipment. If new regulations require the replacement of
existing equipment, they could have an adverse effect on Idaho Powers
consolidated financial position, results of operations, or cash flows.
However, the financial and operational consequences cannot be determined until
final regulations are enacted. Idaho Power currently records asset retirement
obligation liabilities and associated regulatory assets for the estimated
retirement costs of equipment containing PCBs. Proposed regulations could
accelerate Idaho Powers estimated timing of the retirements of equipment with
PCBs.
Endangered Species:
Slickspot Peppergrass:
This
southwestern Idaho plant species was listed as threatened by the U.S. Fish and
Wildlife Service (USFWS) effective December 2009. While critical habitat for
the plant was not designated at the time of listing, approximately 98 percent
of the plant species is located on federal land owned by the BLM and the
Department of Defense. Parts of the Gateway West and Boardman to Hemingway 500
kV transmission lines and the Langley Gulch transmission and water lines will
cross BLM land. This listing will add an additional
requirement and species for consideration in the ESA section 7 consultation. A section 7 consultation
is a process used to determine a proposed actions effects on any ESA-listed
species that may be within the project area. This listing may increase the
expense and delay the timing of permitting for these projects.
Sage Grouse: On March 5, 2010, the USFWS announced that listing of the greater sage grouse as threatened or endangered under the ESA is warranted, but precluded by higher priority listing actions. The sage grouse is now considered a candidate species under the ESA, which allows land management agencies to implement additional conservation measures in an effort to prevent a formal ESA listing. Due to the presence of sage grouse in the
73
vicinity, siting of Idaho Powers Boardman to
Hemingway and Gateway West 500-kV transmission lines has required more
extensive, costly, and time consuming evaluation and engineering. Newly
proposed legislation in the State of Oregon relating to sage grouse may also
adversely impact the project. Any required additional conservation measures
may increase the costs of existing operations and impact the cost and timing of
siting and permitting of the Boardman to Hemingway and Gateway West transmission
lines, the Langley Gulch project, and other construction and transmission
projects. Listing of the greater sage grouse as threatened or endangered under
the ESA would add an additional requirement and species for consideration in
ESA section 7 consultations for those projects, and may increase the expense
and adversely affect the cost and timing of those projects.
Hells Canyon Project:
In
2007, the FERC requested initiation of formal consultation under the ESA with
the National Marine Fisheries Service (NMFS) and the USFWS regarding potential
effects of HCC relicensing on several listed aquatic and terrestrial species.
Formal consultation has not yet been initiated and NMFS and USFWS continue to
gather and consider information relative to the effects of relicensing on
relevant species. Idaho Power continues to cooperate with the USFWS, the NMFS,
and the FERC in an effort to address ESA concerns. Idaho Power may be required
to modify operations pursuant to the biological opinion that will result from formal
consultation. However, the issuance of a final biological opinion within the
next 18 to 24 months is unlikely.
Bliss and Lower Salmon Falls
Projects:
Idaho Power is finalizing a snail protection plan in cooperation
with the USFWS. If the plan is approved by the FERC, Idaho Power will file
applications with the FERC to amend the licenses for the Bliss and Lower Salmon
Falls projects that will maintain operating flexibility at both projects for
the remainder of their licenses.
OTHER MATTERS:
Critical Accounting Policies and Estimates
IDACORPs and Idaho Powers
discussion and analysis of their financial condition and results of operations
are based upon their condensed consolidated financial statements, which have
been prepared in accordance with generally accepted accounting principles. The
preparation of these financial statements requires IDACORP and Idaho Power to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses and related disclosure of contingent assets
and liabilities. On an ongoing basis, IDACORP and Idaho Power evaluate these
estimates, including those estimates related to rate regulation, benefit costs,
contingencies, litigation, impairment of assets, income taxes, unbilled revenue,
and bad debt. These estimates are based on historical experience and on other
assumptions and factors that are believed to be reasonable under the
circumstances, and are the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
IDACORP and Idaho Power, based on their ongoing reviews, make adjustments when
facts and circumstances dictate.
IDACORPs and Idaho Powers
critical accounting policies are reviewed by the Audit Committee of the boards
of directors. These policies are discussed in more detail under Critical
Accounting Policies and Estimates in the Annual Report on Form 10-K for the
year ended December 31, 2009, and have not changed materially from that
discussion.
Recently Issued Accounting Pronouncements
See Note 1 Summary of Significant
Accounting Policies to the condensed consolidated financial statements
included in this report for a discussion of recently issued accounting
pronouncements.
74
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
IDACORP and Idaho Power are exposed
to market risks, including changes in interest rates, changes in commodity
prices, credit risk, and equity price risk. The following discussion
summarizes these risks and the financial instruments, derivative instruments,
and derivative commodity instruments sensitive to changes in interest rates,
commodity prices, and equity prices that were held at June 30, 2010:
Interest Rate Risk
IDACORPs and Idaho Powers
interest rate risk has not changed materially from that reported in Item 7A of
the Annual Report on Form 10-K for the year ended December 31, 2009.
Commodity Price Risk
IDACORPs and Idaho Powers
commodity price risk has not changed materially from that reported in Item 7A
of the Annual Report on Form 10-K for the year ended December 31, 2009.
Information regarding Idaho Powers use of derivative instruments to manage
commodity price risk can be found in Note 12 Derivative Financial
Instruments to the condensed consolidated financial statements included in
this report.
Credit Risk
Idaho Power is subject to credit
risk based on its activity with market counterparties. Idaho Power is exposed
to this risk to the extent that a counterparty may fail to fulfill a
contractual obligation to provide energy, purchase energy, or complete
financial settlement for market activities. Idaho Power mitigates this
exposure by actively establishing credit limits, measuring, monitoring, and
reporting credit risk using appropriate contractual arrangements, and
transferring of credit risk through the use of financial guarantees, cash or
letters of credit. Idaho Power maintains a current list of acceptable
counterparties and credit limits.
The use of performance assurance
collateral in the form of cash, letters of credit, or guarantees is common
industry practice. Idaho Power maintains margin agreements that allow
performance assurance collateral to be requested of and/or posted with certain
counterparties. As of June 30, 2010, Idaho Power had posted approximately $7
million of assurance collateral. Should Idaho Power experience a reduction in
its credit rating on Idaho Powers unsecured debt to below investment grade,
Idaho Power could be subject to additional requests by its wholesale
counterparties to post additional performance assurance collateral.
Counterparties to derivative instruments and other forward contracts could
request immediate payment or demand immediate ongoing full daily
collateralization on derivative instruments and contracts in net liability
positions. Based upon Idaho Powers current energy and fuel portfolio and
current market conditions as of June 30, 2010, the approximate amount of
additional collateral that could be requested upon a downgrade is approximately
$23 million. Idaho Power actively monitors the portfolio exposure and the
potential exposure to additional requests for performance assurance collateral
calls, through sensitivity analysis, to minimize capital requirements.
Idaho Powers credit risk related
to uncollectible accounts has not changed materially from that reported in Item
7A of the Annual report on Form 10-K for the year ended December 31, 2009.
Equity Price Risk
IDACORPs and Idaho Powers equity
price risk has not changed materially from that reported in Item 7A of the
Annual Report on Form 10-K for the year ended December 31, 2009.
75
ITEM 4. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
IDACORP:
The Chief
Executive Officer and the Chief Financial Officer of IDACORP, based on their
evaluation of IDACORPs disclosure controls and procedures (as defined in
Exchange Act Rule 13a-15(e)) as of June 30, 2010, have concluded that IDACORPs
disclosure controls and procedures are effective as of that date.
Idaho Power:
The Chief
Executive Officer and the Chief Financial Officer of Idaho Power, based on
their evaluation of Idaho Powers disclosure controls and procedures (as
defined in Exchange Act Rule 13a-15(e)) as of June 30, 2010, have concluded
that Idaho Powers disclosure controls and procedures are effective as of that
date.
Changes in Internal Control Over Financial Reporting
There have been no changes in
IDACORPs or Idaho Powers internal control over financial reporting during the
quarter ended June 30, 2010, that have materially affected, or are reasonably
likely to materially affect, IDACORPs or Idaho Powers internal control over
financial reporting.
PART II OTHER INFORMATION
Please refer to Note 9 - Contingencies
to the condensed consolidated financial statements included in this report.
In addition to the other
information set forth in this report, you should carefully consider the factors
discussed in Part I - Item 1A - Risk Factors in IDACORPs and Idaho Power
Companys Annual Report on Form 10-K for the year ended December 31, 2009, as
supplemented by the discussion below, which could materially affect IDACORPs
and Idaho Powers business, financial condition, or future results. The
following are updates to the risk factors reported in the Annual Report on Form
10-K for the year ended December 31, 2009.
If
the Idaho Public Utilities Commission, the Oregon Public Utility Commission or
the Federal Energy Regulatory Commission grant less rate recovery in rate case
filings than Idaho Power Company needs to cover its costs of providing
services, earnings and cash flows may be reduced
. The prices that the Idaho Public Utilities
Commission and Oregon Public Utility Commission authorize Idaho Power Company
to charge for its retail services and the tariff rate that the Federal Energy
Regulatory Commission permits Idaho Power Company to charge for transmission, are
major factors in determining IDACORPs and Idaho Power Companys operating
income and financial position. The Idaho Public Utilities Commission and Oregon
Public Utility Commission have the authority to disallow recovery of any costs
that they consider unreasonable or imprudently incurred, and the Federal Energy
Regulatory Commission formula rates may be insufficient for recovery of costs
incurred. While the Idaho Public Utilities Commission and Oregon Public
Utility Commission have established through the ratemaking process an
authorized rate of return for Idaho Power Company, the regulatory process does
not provide assurance that Idaho Power Company will be able to achieve the
earnings level authorized. Further, while the Idaho Public Utilities
Commission and Oregon Public Utility Commission are required to establish rates
that are fair, just, and reasonable, they have significant discretion in
determining the application of this standard.
In
January 2010, the Idaho Public Utilities Commission approved a settlement agreement
that imposed a general rate moratorium in effect until January 1, 2012. While
the moratorium does not apply to other specified revenue requirement
proceedings, such as the power cost adjustment, the fixed cost adjustment,
pension funding, advanced metering infrastructure, energy efficiency rider, and
government imposed fees, Idaho Power Company attempts to manage its costs
consistent with the moratorium. However, if Idaho Power Company is unable to
do so, or if such cost management results in increased operational risk, the
moratorium could adversely affect Idaho Power Companys operations or results
of operations.
76
In
its Oregon jurisdiction, Idaho Power Company utilizes a power cost adjustment
mechanism by which it can adjust future prices to reflect a portion of the
difference between each years forecasted and actual net variable power costs.
Use of the approved cost sharing methodology requires that Idaho Power Company absorb
certain power cost increases before it is allowed to recover any amount from
customers, with the range of deviations in which Idaho Power Company absorbs
the cost increases or decreases referred to as a deadband. Accordingly, the
power cost adjustment mechanism only partially offsets the potentially adverse
financial impacts of forced generating plant outages, severe weather, reduced
hydro generating availability, and volatile wholesale energy prices.
If
the Idaho Public Utilities Commission or Oregon Public Utility Commission grant
less rate recovery in rate case filings than Idaho Power Company needs to cover
its costs, or if the Federal Energy Regulatory Commission makes changes to the
formula rates for transmission tariffs, it may reduce earnings and cash flows.
Conditions that may be imposed in connection with hydroelectric
license renewals may require large capital expenditures, increase operating
costs, reduce hydroelectric production, and reduce earnings and cash flows.
Idaho Power Company is currently involved in
renewing federal licenses for some of its hydroelectric projects, including its
largest hydroelectric generation source, the Hells Canyon Complex. Relicensing
includes an extensive public review process that involves numerous natural
resource issues and environmental conditions. The listing of various species
of salmon, wildlife, and plants as threatened or endangered has resulted in
significant changes to federally-authorized activities, including those of
hydroelectric projects. Salmon recovery plans could include further major
operational changes to the regions hydroelectric projects. In addition, new
interpretations of existing laws and regulations could be adopted or become
applicable to such facilities, which could further increase required
expenditures for salmon recovery and endangered species protection and reduce
the amount of hydroelectric generation available to meet Idaho Power Companys
energy requirements.
In 2007, the Federal Energy
Regulatory Commission Staff issued a final environmental impact statement for
the Hells Canyon Complex, which Idaho Power expects Federal Energy Regulatory
Commission will use to determine whether, and under what conditions, to issue a
new license for the Hells Canyon Complex. Certain portions of the final environmental
impact statement involve issues that may be influenced by water quality
certifications for the project under section 401 of the Clean Water Act and
formal consultations under the Endangered Species Act, which remain
unresolved. One significant issue involves water temperature gradients, and
certain interested parties in the Hells Canyon Complex relicensing proceedings
have proposed the installation of water temperature management apparatus which,
if required to be installed, would likely require substantial capital
expenditures to construct and maintain. There can be no assurance that
recovery through rates would be authorized, particularly given the magnitude of
any potential impact on customer rates, which at this time cannot be accurately
predicted. Idaho Power Company cannot predict the requirements that might be
imposed during the relicensing process, the economic impact of those
requirements, or whether a new license will ultimately be issued. Imposition
of onerous conditions in the relicensing process could have a material adverse
effect on Idaho Power Companys operations, require large capital expenditures,
increase operating costs, reduce hydroelectric production, and reduce earnings
and cash flows.
Idaho Power Companys business is subject to substantial governmental regulation and may be adversely affected by increased costs resulting from, or liability under, existing or future regulations or requirements. Idaho Power Company is subject to extensive federal and state laws, policies, and regulations, as well as regulatory actions and regulatory audits, including those of the Federal Energy Regulatory Commission, the Environmental Protection Agency, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, and the public utility commissions in Idaho, Oregon, and Wyoming. Some of these regulations are changing or subject to interpretation, and failure to comply may result in penalties or other adverse consequences. Idaho Power Company has self-reported compliance issues to the Federal Energy Regulatory Commission and to the Western Electricity Coordinating Council, and the Western Electricity Coordinating Council has recently completed an audit of reliability standards. Several of the matters self-reported to the Federal Energy Regulatory Commission and the Western Electricity Coordinating Council remain outstanding. Compliance with these requirements directly influences Idaho Powers operating environment and may significantly increase Idaho Powers operating costs. Further, potential monetary and non-monetary penalties for violation of Federal Energy Regulatory Commission regulations may be substantial, and in some circumstances monetary penalties may be as high as $1 million per day per violation. The imposition of penalties on Idaho Power Company could have an adverse impact on Idaho Power Companys and IDACORPs results of operations, financial condition, and cash flows.
77
Recent negative publicity in the
energy sector may result in public opposition to Idaho Power Companys
power generation and transmission projects and increased environmental and
other regulations, which may adversely impact IDACORPs and Idaho Power
Companys
results of operations, financial condition, and cash flows.
The energy
sector in general has been the subject of negative publicity, most recently in
the context of the dialogue regarding factors contributing to climate change
and the sourcing of fuels. Idaho Power Company, in particular, has faced
public opposition in connection with its transmission expansion initiatives and
ordinary utility rate increases. Negative publicity and public opposition of
this nature may make legislators, regulators, and courts, whether as a result
of public opposition or otherwise, less likely to take a favorable view of
energy companies in general or Idaho Power Company specifically, which could
cause them to make decisions or take actions that are adverse to Idaho Power
Company. In addition to the direct costs Idaho Power Company may incur as a
result of any such new environmental laws and regulations, the increased costs
incurred by other energy and natural resource companies as a result of
complying with new environmental laws and regulations may increase the cost of
purchasing power in the wholesale markets, which could adversely impact Idaho
Power Companys results of operations, financial condition, and cash flows.
Idaho Power Companys ability to
enter into over-the-counter derivatives and hedge commodity and interest rate
risk may be adversely affected by recent federal legislation
. In July
2010, Congress enacted, and President Obama signed, financial reform
legislation known as the Dodd-Frank Wall Street Reform and Consumer Protection
Act. Title VII of the legislation provides for the regulation of the over-the-counter
derivatives market, and requires the posting of cash collateral for uncleared
swaps. If the rules enacted under the legislation require that Idaho Power
Company post cash collateral on its swap transactions, its liquidity may be
adversely affected, and rules promulgated under the legislation may limit Idaho
Power Companys ability to enter into over-the-counter derivatives to hedge
commodity and interest rate risks.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
Restrictions on Dividends
A
covenant under IDACORPs credit facility and Idaho Powers credit facility
requires IDACORP and Idaho Power to maintain leverage ratios of consolidated
indebtedness to consolidated total capitalization, as defined therein, of no more
than 65 percent at the end of each fiscal quarter. Idaho Powers Revised Code
of Conduct approved by the IPUC on April 21, 2008, states that Idaho Power will
not pay any dividends to IDACORP that will reduce Idaho Powers common equity
capital below 35 percent of its total adjusted capital without IPUC approval.
Idaho Powers ability to pay dividends on its common stock held by IDACORP and
IDACORPs ability to pay dividends on its common stock are limited to the
extent payment of such dividends would violate the covenants or Idaho Powers
Revised Code of Conduct.
Idaho Powers articles of
incorporation contain restrictions on the payment of dividends on its common
stock if preferred stock dividends are in arrears. Idaho Power has no
preferred stock outstanding. Further, Idaho Power must obtain approval of the
OPUC before it could directly or indirectly loan funds or issue notes or give
credit on its books to IDACORP.
See Note 6 - Common Stock to the
condensed consolidated financial statements included in this report for a
further discussion of restrictions on IDACORPs and Idaho Powers payment of
dividends.
Idaho
Power must obtain approval of the OPUC before it could directly or indirectly
loan funds or issue notes or give credit on its books to IDACORP.
78
Issuer Purchases of Equity Securities
During the quarter ended June 30,
2010, IDACORP effected the following repurchases of its common stock:
|
|
|
(c) |
(d) |
||
|
|
|
Total Number of |
Maximum Number |
||
|
(a) |
|
Shares Purchased |
(or Approximate |
||
|
Total |
(b) |
as Part of Publicly |
Dollar Value) of |
||
|
Number of |
Average |
Announced Plans |
Shares that May Yet |
||
|
Shares |
Price Paid |
or |
Be Purchased Under |
||
Period |
Purchased 1 |
per Share |
Programs |
the Plans or Programs |
||
|
|
|
|
|
||
April 1 April 30, 2010 |
459 |
$ |
36.08 |
- |
- |
|
May 1 May 31, 2010 |
- |
|
- |
- |
- |
|
June 1 June 30, 2010 |
- |
|
- |
- |
- |
|
|
Total |
459 |
$ |
36.08 |
- |
- |
|
|
|||||
1 These shares were withheld for taxes upon vesting of restricted stock. |
|
|||||
|
79
80
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrants have duly caused this report
to be signed on their behalf by the undersigned thereunto duly authorized.
|
|
IDACORP, INC. |
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
August 5, 2010 |
By: |
/s/ J. LaMont Keen |
|
|
|
J. LaMont Keen |
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: |
August 5, 2010 |
By: |
/s/ Darrel T. Anderson |
|
|
|
Darrel T. Anderson |
|
|
|
Executive Vice President - Administrative |
|
|
|
Services and Chief Financial Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
IDAHO POWER COMPANY |
|
|
|
(Registrant) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Date: |
August 5, 2010 |
By: |
/s/ J. LaMont Keen |
|
|
|
J. LaMont Keen |
|
|
|
President and Chief Executive Officer |
|
|
|
|
Date: |
August 5, 2010 |
By: |
/s/ Darrel T. Anderson |
|
|
|
Darrel T. Anderson |
|
|
|
Executive Vice President - Administrative |
|
|
|
Services and Chief Financial Officer |
|
|
|
|
81
82
Exhibit 4.12
IDAHO POWER COMPANY
TO
DEUTSCHE BANK TRUST COMPANY AMERICAS
AND
STANLEY BURG,
As
Trustees under its Mortgage and Deed of Trust
dated as of October 1, 1937.
Instrument of Further Assurance
Dated as of August 3, 2010
INSTRUMENT OF FURTHER ASSURANCE
INSTRUMENT OF FURTHER ASSURANCE dated as of the 3 rd day of August, 2010 made by IDAHO POWER COMPANY, a corporation of the State of Idaho (successor by merger to Idaho Power Company, a corporation of the State of Maine, hereinafter sometimes called the Maine Company), whose address is 1221 West Idaho Street, Boise, Idaho 83702-5627 (hereinafter sometimes called the Company), for the benefit of DEUTSCHE BANK TRUST COMPANY AMERICAS, formerly known as Bankers Trust Company, a corporation of the State of New York whose post office address is 60 Wall Street, New York, New York 10005 (hereinafter sometimes called the Corporate Trustee), and Stanley Burg (hereinafter sometimes called the Individual Trustee; the Corporate Trustee and the Individual Trustee being hereinafter together sometimes called the Trustees), as Trustees under the Mortgage and Deed of Trust dated as of October 1, 1937 hereinafter referred to.
WHEREAS, the Maine Company has heretofore executed and delivered to the Trustees its Mortgage and Deed of Trust, dated as of October 1, 1937, recorded as shown on Exhibit A attached hereto, which Exhibit A is incorporated by reference into this Instrument of Further Assurance (such Mortgage and Deed of Trust hereinafter sometimes referred to as the Original Indenture) to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding thereunder and to declare the terms and conditions upon which Bonds are to be issued thereunder; and
WHEREAS, the Maine Company was merged into the Company on June 30, 1989; and
WHEREAS, in order to evidence the succession of the Company to the Maine Company and the assumption by the Company of the covenants and conditions of the Maine Company in the Bonds and in the Original Indenture, as supplemented, contained, and to enable the Company to have and exercise the powers and rights of the Maine Company under the Original Indenture, as supplemented, in accordance with the terms thereof, the Company executed and delivered to the Trustees a Twenty-eighth Supplemental Indenture, dated as of June 30, 1989, recorded as shown on Exhibit A (which supplemental indenture is hereinafter sometimes called the Twenty-eighth Supplemental Indenture); and
WHEREAS, said Twenty-eighth Supplemental Indenture was recorded in the records of the Counties of Elko,, Humboldt and Lander, Nevada; the Counties of Baker, Grant, Harney, Malheur, Morrow, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming, all as shown on Exhibit A , and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming; and
WHEREAS, in accordance with the terms of the Original Indenture, the Maine Company or the Company has executed and delivered to the Trustees the following supplemental indentures in addition to the Twenty-eighth Supplemental Indenture:
|
Designation |
Dated as of |
First Supplemental Indenture |
July 1, 1939 |
|
Second Supplemental Indenture |
November 15, 1943 |
|
Third Supplemental Indenture |
February 1, 1947 |
|
Fourth Supplemental Indenture |
May 1, 1948 |
|
Fifth Supplemental Indenture |
November 1, 1949 |
|
Sixth Supplemental Indenture |
October 1, 1951 |
|
Seventh Supplemental Indenture |
January 1, 1957 |
|
Eighth Supplemental Indenture |
July 15, 1957 |
|
Ninth Supplemental Indenture |
November 15, 1957 |
|
Tenth Supplemental Indenture |
April 1, 1958 |
|
Eleventh Supplemental Indenture |
October 15, 1958 |
|
Twelfth Supplemental Indenture |
May 15, 1959 |
|
Thirteenth Supplemental Indenture |
November 15, 1960 |
|
Fourteenth Supplemental Indenture |
November 1, 1961 |
|
Fifteenth Supplemental Indenture |
September 15, 1964 |
|
Sixteenth Supplemental Indenture |
April 1, 1966 |
|
Seventeenth Supplemental Indenture |
October 1, 1966 |
|
Eighteenth Supplemental Indenture |
September 1, 1972 |
|
Nineteenth Supplemental Indenture |
January 15, 1974 |
|
Twentieth Supplemental Indenture |
August 1, 1974 |
|
Twenty-first Supplemental Indenture |
October 15, 1974 |
|
Twenty-second Supplemental Indenture |
November 15, 1976 |
|
Twenty-third Supplemental Indenture |
August 15, 1978 |
|
Twenty-fourth Supplemental Indenture |
September 1, 1979 |
|
Twenty-fifth Supplemental Indenture |
November 1, 1981 |
|
Twenty-sixth Supplemental Indenture |
May 1, 1982 |
|
Twenty-seventh Supplemental Indenture |
May 1, 1986 |
|
Twenty-ninth Supplemental Indenture |
January 1, 1990 |
|
Thirtieth Supplemental Indenture |
January 1, 1991 |
|
Thirty-first Supplemental Indenture |
August 15, 1991 |
|
Thirty-second Supplemental Indenture |
March 15, 1992 |
|
Thirty-third Supplemental Indenture |
April 1, 1993 |
|
Thirty-fourth Supplemental Indenture |
December 1, 1993 |
|
Thirty-fifth Supplemental Indenture |
November 1, 2000 |
|
Thirty-sixth Supplemental Indenture |
October 1, 2001 |
|
Thirty-seventh Supplemental Indenture |
April 1, 2003 |
|
Thirty-eighth Supplemental Indenture |
May 15, 2003 |
|
Thirty-ninth Supplemental Indenture |
October 1, 2003 |
|
Fortieth Supplemental Indenture |
May 1, 2005 |
|
Forty-first Supplemental Indenture |
October 1, 2006 |
|
Forty-second Supplemental Indenture |
May 1, 2007 |
|
Forty-third Supplemental Indenture |
September 1, 2007 |
|
Forty-fourth Supplemental Indenture |
April 1, 2008 |
|
Forty-fifth Supplemental Indenture |
February 1, 2010 |
|
Forty-sixth Supplemental Indenture |
June 1, 2010 |
2
each of which is supplemental to the Original Indenture; and
WHEREAS, the Original Indenture and said Supplemental Indentures (except said Fifteenth Supplemental Indenture) have each been recorded in the records of the Counties of Elko, Humboldt and Lander, Nevada; the Counties of Baker, Grant, Harney, Malheur, Morrow, Union and Wallowa, Oregon; the Counties of Ada, Adams, Bannock, Bear Lake, Bingham, Blaine, Boise, Bonneville, Butte, Camas, Canyon, Caribou, Cassia, Clark, Elmore, Gem, Gooding, Idaho, Jefferson, Jerome, Lemhi, Lincoln, Minidoka, Oneida, Owyhee, Payette, Power, Twin Falls, Valley and Washington, Idaho; the Counties of Lincoln and Sweetwater, Wyoming, all as set forth in Exhibit A hereto, and with the Secretary of State of the States of Idaho, Montana, Oregon, Nevada and Wyoming (the Original Indenture and all indentures supplemental thereto together being hereinafter sometimes referred to as the Indenture); and
WHEREAS, the Original Indenture and certain of said Supplemental Indentures provide, among other things, that the Indenture shall be a lien upon all properties, real, personal and mixed (except any expressly excepted) which the Company owned at the time of the execution and delivery by the Company of the Original Indenture or thereafter acquired; and
WHEREAS, by Section 42 of the Original Indenture, the Company covenanted that it would execute and deliver such further instruments and do such further acts as may be necessary or proper to carry out more effectually the purposes of the Original Indenture and to make subject to the lien of the Indenture any property thereafter acquired intended to be subject to the lien thereof; and
WHEREAS, the properties generally described or referred to in the Indenture include, without limitation, the real properties more specifically described or referred to herein.
NOW, THEREFORE, THIS INSTRUMENT WITNESSETH:
That in consideration of the premises and of One Dollar to it duly paid by the Trustees at or before the ensealing and delivery of these presents, the receipt whereof is hereby acknowledged, and in order to secure the payment both of the principal of and interest and premium, if any, on all Bonds at any time issued and outstanding under the Indenture, according to their tenor and effect, and the performance of all the provisions of the Indenture and of said Bonds, the Company has duly executed and delivered to the Trustees this Instrument of Further Assurance and has granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over and confirmed and by these presents does grant, bargain, sell, release, convey, assign, transfer, mortgage, pledge, set over and confirm unto Stanley Burg and (to the extent of its legal capacity to hold the same for the purposes hereof) unto Deutsche Bank Trust Company Americas, as Trustees as aforesaid, and to their successor or successors in said trust, and to them and their successors, heirs and assigns forever, all property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, owned by the Company as of the date of the Original Indenture or acquired since the date of said Original Indenture by and now or hereafter owned by the Company including the following described properties, rights and interests in property--that is to say:
3
(a) all generating plants, transmission lines and systems, distribution lines and systems, substations and switch racks, franchises, telephone lines, improvements and buildings;
(b) all real properties owned in fee, which are specifically described in the instruments listed in and/or referred to by recording information in Exhibit B attached hereto and incorporated herein by reference (which actual instruments listed in and/or referred to in Exhibit B are also incorporated into this Instrument of Further Assurance by reference) to the extent any of the same has not been heretofore released;
(c) all equipment and fixtures; and
all other property, whether real, personal or mixed (except any hereinafter expressly excepted), and wheresoever situated, owned by the Company as of the date of the Original Indenture or acquired since the date of said Original Indenture by and now or hereafter owned by the Company.
TOGETHER with all and singular the tenements, hereditaments and appurtenances belonging or in any wise appertaining to the aforesaid property or any part thereof, with the reversion and reversions, remainder and remainders, and (subject to the provisions of Section 57 of the Original Indenture) the tolls, rents, revenues, issues, earnings, income, product and profits thereof, and all the estate, right, title and interest and claim whatsoever, at law as well as in equity, which the Company now has or may hereafter acquire in and to the aforesaid property and franchises and every part and parcel thereof.
It is not intended herein or hereby to include in or subject to the lien of the Indenture, and the granting clauses hereof shall not be deemed to apply to, (1) any revenues, earnings, rents, issues, income or profits of the mortgaged and pledged property, or any bills, notes or accounts receivable, contracts or choses in action, except to the extent permitted by law in case a completed default specified in Section 65 of the Indenture shall have occurred and be continuing and either or both of the Trustees, or a receiver or trustee, shall have entered upon or taken possession of the mortgaged and pledged property, or (2) in any case, unless specifically subjected to the lien thereof, any bonds, notes, evidences of indebtedness, shares of stock, or other securities or any cash (except cash deposited with the Corporate Trustee pursuant to any provisions of the Indenture) or any goods, wares, merchandise, equipment or apparatus manufactured or acquired for the purpose of sale or resale in the usual course of business.
TO HAVE AND TO HOLD all such properties, real, personal and mixed, granted, bargained, sold, released, conveyed, assigned, transferred, mortgaged, pledged, set over or confirmed by the Company as aforesaid, or intended so to be, unto the Individual Trustee and (to the extent of its legal capacity to hold the same for the purposes of the Indenture) unto the Corporate Trustee, and their successors, heirs and assigns forever;
4
IN TRUST, NEVERTHELESS, for the same purposes and upon the same terms, trusts and conditions and subject to and with the same provisions and covenants as are set forth in the Original Indenture, as amended or modified by said First, Second, Third, Fourth, Fifth, Sixth, Seventh, Eighth, Ninth, Tenth, Eleventh, Twelfth, Thirteenth, Fourteenth, Fifteenth, Sixteenth, Seventeenth, Eighteenth, Nineteenth, Twentieth, Twenty-first, Twenty-second, Twenty-third, Twenty-fourth, Twenty-fifth, Twenty-sixth, Twenty-seventh, Twenty-eighth, Twenty-ninth, Thirtieth, Thirty-first, Thirty-second, Thirty-third, Thirty-fourth, Thirty-fifth, Thirty-sixth, Thirty-seventh, Thirty-eighth, Thirty-ninth, Fortieth, Forty-first, Forty-second, Forty-third, Forty-fourth, Forty-fifth and Forty-sixth Supplemental Indentures and this Instrument of Further Assurance.
All terms contained in this Instrument of Further Assurance shall, for all purposes hereof, have the meanings given to such terms in Article I of the Original Indenture, as amended by Article IV of the Second Supplemental Indenture.
This Instrument of Further Assurance may be executed in any number of originals, such originals together constitute but one and the same instrument. Any such original, as recorded or filed in any county or jurisdiction, may omit (a) such portions of Exhibit A hereto as shall contain data as to the recording or filing of the Indenture in other counties or jurisdictions and (b) such portions of Exhibit B hereto as shall describe or refer to properties located in other counties or jurisdictions.
This Instrument of Further Assurance supplements the Indenture. As supplemented by this Instrument of Further Assurance, the Indenture is hereby confirmed, and the Indenture and this Instrument of Further Assurance shall together constitute but one and the same instrument.
5
IN WITNESS WHEREOF, Idaho Power Company caused its corporate name to be hereunto affixed and this instrument to be signed and sealed by its President or a Vice President and its corporate seal to be attested by its Secretary or an Assistant Secretary for and on its behalf, on the date hereinafter acknowledged, as of the day and year first above written.
IDAHO POWER COMPANY |
|
|
|
|
|
By |
/s/ Darrel T. Anderson |
Darrel T. Anderson |
|
Executive Vice President Administrative |
|
Services and Chief Financial Officer |
Attest: |
|
|
|
|
|
/s/ Patrick A. Harrington |
|
Patrick A. Harrington |
|
Secretary |
|
|
|
Executed, sealed and delivered by |
|
|
IDAHO POWER COMPANY |
|
in the presence of: |
|
|
/s/ Barbara L. Smith |
|
|
|
|
|
/s/ Colette Shepard |
|
|
6
STATE OF IDAHO |
) |
|
)ss.: |
COUNTY OF ADA |
) |
On the 3 rd day of August, in the year 2010, before me personally came DARREL T. ANDERSON, to me known, who being by me duly sworn did depose and say that he is the Executive Vice President Administrative Services and Chief Financial Officer of Idaho Power Company, that he knows the seal of said corporation; that the seal affixed to said instrument is such corporate seal; that it was so affixed by order of the Board of Directors of said corporation, and that he signed his name thereto by like order; the said DARREL T. ANDERSON, having personally appeared and known to me to be the Executive Vice President Administrative Services and Chief Financial Officer of said corporation that executed the instrument, acknowledged to me that said corporation executed the same.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal the day and year in this certificate first above written.
/s/ Christa Bearry |
Christa Bearry |
Notary Public, State of Idaho |
Commission expires February 4, 2015 |
|
7
STATE OF IDAHO |
) |
|
)ss.: |
COUNTY OF ADA |
) |
DARREL T. ANDERSON, being first duly sworn, upon oath, deposes and says: that he is an officer, to wit, the Executive Vice President Administrative Services and Chief Financial Officer of Idaho Power Company, a corporation, the mortgagor described in the foregoing instrument of further assurance, and makes this affidavit on behalf of said Idaho Power Company; that said instrument of further assurance is made in good faith without any design to hinder, delay or defraud creditors, to secure the indebtedness mentioned or provided for therein.
/s/ Darrel T. Anderson |
Darrel T. Anderson |
Executive Vice President |
Administrative Services and |
Chief Financial Officer |
Subscribed and sworn to
before me
this 3
rd
day of August, 2010.
/s/ Christa Bearry |
Christa Bearry |
Notary Public, State of Idaho |
Commission expires February 4, 2015 |
|
8
EXHIBIT A
ADA COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/13/37 |
145 |
452 |
179955 |
First |
9/27/39 |
151 |
294 |
192480 |
Second |
11/29/43 |
168 |
130 |
223338 |
Third |
2/15/47 |
184 |
190 |
259939 |
Fourth |
5/20/48 |
195 |
132 |
275578 |
Fifth |
12/15/49 |
213 |
95 |
294924 |
Sixth |
11/17/51 |
232 |
188 |
325093 |
Seventh |
1/29/57 |
290 |
39 |
406008 |
Eighth |
9/9/57 |
297 |
48 |
416088 |
Ninth |
1/20/58 |
301 |
270 |
422714 |
Tenth |
4/23/58 |
305 |
91 |
428182 |
Eleventh |
11/14/58 |
315 |
178 |
441059 |
Twelfth |
6/22/59 |
327 |
218 |
457163 |
Thirteenth |
12/29/60 |
345 |
596 |
494029 |
Fourteenth |
12/12/61 |
356 |
1 |
517246 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/23/66 |
406 |
550 |
639836 |
Seventeenth |
11/8/66 |
410 |
169 |
651988 |
Eighteenth |
11/8/72 |
133 |
0325 |
825934 |
Nineteenth |
2/8/74 |
|
|
874355 |
Twentieth |
8/20/74 |
|
|
896816 |
Twenty-first |
11/22/74 |
|
|
906654 |
Twenty-second |
1/4/77 |
|
|
7700349 |
Twenty-third |
9/12/78 |
|
|
7848746 |
Twenty-fourth |
9/28/79 |
|
|
7953673 |
Twenty-fifth |
1/27/82 |
|
|
8203292 |
Twenty-sixth |
1/27/82 |
|
|
8225752 |
Twenty-seventh |
7/24/86 |
|
|
2641937 |
Twenty-eighth |
12/5/89 |
|
|
8960984 |
Twenty-ninth |
3/19/90 |
|
|
9013755 |
Thirtieth |
3/8/91 |
|
|
9111766 |
Thirty-first |
9/6/91 |
|
|
9149669 |
Thirty-second |
5/7/91 |
|
|
9229142 |
Thirty-third |
6/8/93 |
|
|
9342894 |
Thirty-fourth |
4/28/94 |
|
|
94039158 |
Thirty-fifth |
1/2/01 |
|
|
101001693 |
Thirty-sixth |
12/7/01 |
|
|
101129446 |
Thirty-seventh |
7/21/03 |
|
|
103119975 |
Thirty-eighth |
12/18/03 |
|
|
103207770 |
Thirty-ninth |
12/4/03 |
|
|
103200865 |
Fortieth |
2/16/06 |
|
|
106024693 |
Forty-first |
3/30/07 |
|
|
107045111 |
Forty-second |
5/29/07 |
|
|
107075591 |
Forty-third |
10/3/07 |
|
|
107137136 |
Forty-fourth |
4/10/08 |
|
|
108041694 |
Forty-fifth |
3/5/10 |
|
|
110019764 |
Forty-sixth |
6/24/10 |
|
|
110058143 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
ADAMS COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/13/37 |
145 |
452 |
179955 |
First |
8/2/44 |
14 |
106 |
28686 |
Second |
8/2/44 |
14 |
113 |
28687 |
Third |
2/17/47 |
14 |
315 |
30851 |
Fourth |
5/20/48 |
14 |
453 |
31841 |
Fifth |
12/1/49 |
14 |
561 |
33038 |
Sixth |
11/5/51 |
15 |
159 |
34411 |
Seventh |
1/30/57 |
16 |
209 |
37821 |
Eighth |
8/16/57 |
16 |
281 |
38152 |
Ninth |
1/2/58 |
16 |
345 |
38443 |
Tenth |
4/23/58 |
16 |
387 |
38624 |
Eleventh |
10/29/58 |
16 |
507 |
39099 |
Twelfth |
6/4/59 |
17 |
5 |
39577 |
Thirteenth |
12/12/60 |
17 |
293 |
40710 |
Fourteenth |
11/24/61 |
17 |
493 |
41510 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
18 |
642 |
45288 |
Seventeenth |
11/7/66 |
19 |
69 |
45687 |
Eighteenth |
11/8/72 |
20M |
352 |
50946 |
Nineteenth |
2/7/74 |
21M |
17 |
52328 |
Twentieth |
8/28/74 |
21M |
125 |
52964 |
Twenty-first |
11/21/74 |
21M |
162 |
53190 |
Twenty-second |
12/29/76 |
22M |
104 |
55482 |
Twenty-third |
9/6/78 |
22M |
459 |
57814 |
Twenty-fourth |
9/28/79 |
|
|
59609 |
Twenty-fifth |
1/20/82 |
|
|
63518 |
Twenty-sixth |
6/17/82 |
|
|
64386 |
Twenty-seventh |
7/24/86 |
|
|
72769 |
Twenty-eighth |
12/5/89 |
|
|
77903 |
Twenty-ninth |
3/19/90 |
|
|
78249 |
Thirtieth |
3/8/91 |
|
|
79845 |
Thirty-first |
9/6/91 |
|
|
80908 |
Thirty-second |
5/7/92 |
|
|
81950 |
Thirty-third |
5/28/93 |
|
|
84146 |
Thirty-fourth |
4/27/94 |
|
|
85833 |
Thirty-fifth |
1/8/01 |
|
|
99244 |
Thirty-sixth |
12/5/01 |
|
|
100817 |
Thirty-seventh |
7/17/03 |
|
|
104093 |
Thirty-eighth |
10/31/03 |
|
|
104845 |
Thirty-ninth |
12/3/03 |
|
|
105059 |
Fortieth |
2/14/06 |
|
|
111081 |
Forty-first |
3/30/07 |
|
|
114027 |
Forty-second |
5/25/07 |
|
|
114470 |
Forty-third |
10/2/07 |
|
|
115298 |
Forty-fourth |
4/10/08 |
|
|
116305 |
Forty-fifth |
3/5/10 |
|
|
119891 |
Forty-sixth |
6/24/10 |
|
|
120427 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BANNOCK COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
66 |
409 |
194156 |
First |
9/30/39 |
68 |
404 |
204688 |
Second |
11/29/43 |
73 |
618 |
228993 |
Third |
2/15/47 |
79 |
129 |
251333 |
Fourth |
5/20/48 |
82 |
342 |
259717 |
Fifth |
12/1/49 |
85 |
555 |
269392 |
Sixth |
11/3/51 |
95 |
21 |
284721 |
Seventh |
1/29/57 |
111 |
453 |
320984 |
Eighth |
8/19/57 |
113 |
197 |
325261 |
Ninth |
1/2/58 |
130 |
Film |
328431 |
Tenth |
4/23/58 |
132 |
|
331643 |
Eleventh |
11/3/58 |
137 |
|
337881 |
Twelfth |
6/4/59 |
142 |
|
345027 |
Thirteenth |
12/12/60 |
156 |
|
363612 |
Fourteenth |
11/27/61 |
164 |
|
374689 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
205 |
|
427830 |
Seventeenth |
11/11/66 |
209 |
|
433289 |
Eighteenth |
11/14/72 |
254 |
|
501632 |
Nineteenth |
2/8/74 |
265 |
|
518861 |
Twentieth |
8/28/74 |
271 |
|
527175 |
Twenty-first |
11/21/74 |
272 |
|
530074 |
Twenty-second |
12/27/76 |
297 |
|
567790 |
Twenty-third |
8/30/78 |
324 |
|
607405 |
Twenty-fourth |
10/1/79 |
|
|
634163 |
Twenty-fifth |
1/25/82 |
|
|
682014 |
Twenty-sixth |
6/18/82 |
|
|
690009 |
Twenty-seventh |
7/24/86 |
|
|
776737 |
Twenty-eighth |
12/7/89 |
|
|
89015064 |
Twenty-ninth |
3/19/90 |
|
|
90003432 |
Thirtieth |
3/11/91 |
|
|
91002676 |
Thirty-first |
9/9/91 |
|
|
91012082 |
Thirty-second |
5/7/92 |
|
|
92006827 |
Thirty-third |
6/1/93 |
|
|
93008014 |
Thirty-fourth |
4/28/94 |
|
|
94007428 |
Thirty-fifth |
1/9/01 |
|
|
20100323 |
Thirty-sixth |
12/7/01 |
|
|
20124057 |
Thirty-seventh |
7/21/03 |
|
|
20319209 |
Thirty-eighth |
11/4/03 |
|
|
20329803 |
Thirty-ninth |
12/5/03 |
|
|
20332266 |
Fortieth |
2/16/06 |
|
|
20603337 |
Forty-first |
4/20/07 |
|
|
20707445 |
Forty-second |
5/30/07 |
|
|
20712606 |
Forty-third |
10/5/07 |
|
|
B90020723930 |
Forty-fourth |
4/14/08 |
|
|
20808007 |
Forty-fifth |
3/10/10 |
|
|
21003847 |
Forty-sixth |
6/28/10 |
|
|
21010671 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BEAR LAKE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/9/72 |
|
|
98524 |
First |
6/9/72 |
|
|
98525 |
Second |
6/9/72 |
|
|
98526 |
Third |
6/9/72 |
|
|
98527 |
Fourth |
6/9/72 |
|
|
98528 |
Fifth |
6/9/72 |
|
|
98529 |
Sixth |
6/9/72 |
|
|
98530 |
Seventh |
6/9/72 |
|
|
98531 |
Eighth |
6/9/72 |
|
|
98532 |
Ninth |
6/9/72 |
|
|
98533 |
Tenth |
6/9/72 |
|
|
98534 |
Eleventh |
6/9/72 |
|
|
98535 |
Twelfth |
6/9/72 |
|
|
98536 |
Thirteenth |
6/9/72 |
|
|
98537 |
Fourteenth |
6/9/72 |
|
|
98538 |
Fifteenth* |
|
|
|
|
Sixteenth |
6/9/72 |
|
|
98539 |
Seventeenth |
6/9/72 |
|
|
98540 |
Eighteenth |
11/4/72 |
|
|
99590 |
Nineteenth |
1/31/74 |
|
|
102407 |
Twentieth |
8/20/74 |
|
|
103553 |
Twenty-first |
11/14/74 |
|
|
104075 |
Twenty-second |
12/16/76 |
|
|
110213 |
Twenty-third |
8/25/78 |
|
|
116192 |
Twenty-fourth |
9/24/79 |
|
|
119564 |
Twenty-fifth |
1/14/82 |
|
|
127183 |
Twenty-sixth |
6/18/82 |
|
|
128524 |
Twenty-seventh |
7/25/86 |
|
|
141225 |
Twenty-eighth |
12/5/89 |
|
|
149466 |
Twenty-ninth |
3/19/90 |
|
|
149990 |
Thirtieth |
3/11/91 |
|
|
152095 |
Thirty-first |
9/6/91 |
|
|
153070 |
Thirty-second |
5/8/92 |
|
|
154396 |
Thirty-third |
6/3/93 |
|
|
156696 |
Thirty-fourth |
4/28/94 |
|
|
158906 |
Thirty-fifth |
1/8/01 |
|
|
177419 |
Thirty-sixth |
12/6/01 |
|
|
180172 |
Thirty-seventh |
7/18/03 |
|
|
185654 |
Thirty-eighth |
11/3/03 |
|
|
186823 |
Thirty-ninth |
12/4/03 |
|
|
187101 |
Fortieth |
2/15/06 |
|
|
193860 |
Forty-first |
3/30/07 |
|
|
197780 |
Forty-second |
5/29/07 |
|
|
198344 |
Forty-third |
10/13/07 |
|
|
199580 |
Forty-fourth |
4/11/08 |
|
|
201119 |
Forty-fifth |
3/8/10 |
|
|
206997 |
Forty-sixth |
6/25/10 |
|
|
207757 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BINGHAM COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
2/16/37 |
68 |
470 |
14456 |
First |
10/5/39 |
69 |
541 |
22879 |
Second |
11/30/43 |
72 |
323 |
40920 |
Third |
2/18/47 |
74 |
453 |
558 |
Fourth |
5/24/48 |
76 |
478 |
6627 |
Fifth |
12/2/49 |
78 |
524 |
13040 |
Sixth |
11/5/51 |
81 |
641 |
23168 |
Seventh |
1/30/57 |
97 |
1 |
51541 |
Eighth |
8/16/57 |
98 |
112 |
54809 |
Ninth |
1/2/58 |
100 |
31 |
57200 |
Tenth |
4/23/58 |
101 |
17 |
59361 |
Eleventh |
10/29/58 |
102 |
144 |
62964 |
Twelfth |
6/4/59 |
104 |
178 |
67589 |
Thirteenth |
12/13/60 |
109 |
34 |
78280 |
Fourteenth |
12/7/61 |
112 |
85 |
85912 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
4 |
|
123541 |
Seventeenth |
11/7/66 |
5 |
|
127113 |
Eighteenth |
11/6/72 |
13 |
|
175071 |
Nineteenth |
2/1/74 |
15 |
|
188088 |
Twentieth |
8/20/74 |
16 |
|
194028 |
Twenty-first |
11/14/74 |
17 |
|
195999 |
Twenty-second |
12/16/76 |
20 |
|
219497 |
Twenty-third |
8/25/78 |
42 |
|
242949 |
Twenty-fourth |
9/26/79 |
|
|
258091 |
Twenty-fifth |
1/14/82 |
|
|
288256 |
Twenty-sixth |
6/17/82 |
|
|
294255 |
Twenty-seventh |
7/25/86 |
|
|
350832 |
Twenty-eighth |
12/5/89 |
|
|
385665 |
Twenty-ninth |
3/19/90 |
|
|
388162 |
Thirtieth |
3/11/91 |
|
|
396677 |
Thirty-first |
9/6/91 |
|
|
401121 |
Thirty-second |
5/8/92 |
|
|
406630 |
Thirty-third |
5/27/93 |
|
|
417965 |
Thirty-fourth |
4/28/94 |
|
|
425066 |
Thirty-fifth |
1/12/01 |
|
|
496470 |
Thirty-sixth |
12/17/01 |
|
|
507110 |
Thirty-seventh |
7/18/03 |
|
|
529380 |
Thirty-eighth |
11/3/03 |
|
|
534088 |
Thirty-ninth |
12/4/03 |
|
|
535187 |
Fortieth |
2/15/06 |
|
|
563940 |
Forty-first |
3/30/07 |
|
|
579013 |
Forty-second |
5/29/07 |
|
|
581221 |
Forty-third |
10/2/07 |
|
|
586326 |
Forty-fourth |
4/14/08 |
|
|
593115 |
Forty-fifth |
3/8/10 |
|
|
615975 |
Forty-sixth |
6/25/10 |
|
|
619180 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BLAINE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
114 |
547 |
76202 |
First |
9/30/39 |
142 |
161 |
79812 |
Second |
11/30/43 |
142 |
533 |
86321 |
Third |
2/17/47 |
155 |
143 |
91197 |
Fourth |
5/20/48 |
155 |
425 |
93502 |
Fifth |
12/1/49 |
161 |
90 |
96502 |
Sixth |
11/3/51 |
161 |
523 |
99989 |
Seventh |
1/29/57 |
172 |
9 |
108899 |
Eighth |
8/16/57 |
168 |
525 |
109831 |
Ninth |
1/2/58 |
172 |
58 |
110389 |
Tenth |
4/23/58 |
172 |
78 |
110702 |
Eleventh |
10/29/58 |
172 |
96 |
111674 |
Twelfth |
6/4/59 |
172 |
120 |
112494 |
Thirteenth |
12/12/60 |
172 |
176 |
114872 |
Fourteenth |
11/24/61 |
172 |
203 |
116344 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
181 |
165 |
124697 |
Seventeenth |
11/7/66 |
186 |
5 |
125943 |
Eighteenth |
11/6/72 |
|
|
146315 |
Nineteenth |
1/31/74 |
|
|
152939 |
Twentieth |
8/20/74 |
|
|
155808 |
Twenty-first |
11/14/74 |
|
|
157008 |
Twenty-second |
12/17/76 |
|
|
170216 |
Twenty-third |
8/25/78 |
|
|
185999 |
Twenty-fourth |
9/21/79 |
|
|
197051 |
Twenty-fifth |
1/14/82 |
|
|
222923 |
Twenty-sixth |
6/17/82 |
|
|
227171 |
Twenty-seventh |
7/24/86 |
|
|
275013 |
Twenty-eighth |
12/5/89 |
|
|
313670 |
Twenty-ninth |
3/19/90 |
|
|
317544 |
Thirtieth |
3/8/91 |
|
|
328258 |
Thirty-first |
9/6/91 |
|
|
333446 |
Thirty-second |
5/7/92 |
|
|
340598 |
Thirty-third |
5/28/93 |
|
|
353125 |
Thirty-fourth |
4/27/94 |
|
|
355159 |
Thirty-fifth |
1/23/01 |
|
|
447137 |
Thirty-sixth |
12/7/01 |
|
|
458854 |
Thirty-seventh |
7/17/03 |
|
|
487680 |
Thirty-eighth |
11/3/03 |
|
|
494469 |
Thirty-ninth |
12/3/03 |
|
|
496029 |
Fortieth |
2/14/06 |
|
|
532090 |
Forty-first |
3/30/07 |
|
|
546180 |
Forty-second |
5/25/07 |
|
|
548029 |
Forty-third |
10/2/07 |
|
|
552038 |
Forty-fourth |
4/10/08 |
|
|
557252 |
Forty-fifth |
3/8/10 |
|
|
575673 |
Forty-sixth |
6/24/10 |
|
|
578539 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BOISE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
24 |
290 |
44388 |
First |
9/30/39 |
24 |
447 |
46968 |
Second |
11/29/43 |
25 |
3 |
50956 |
Third |
2/15/47 |
25 |
129 |
53487 |
Fourth |
5/20/48 |
25 |
209 |
54730 |
Fifth |
12/1/49 |
25 |
284 |
56433 |
Sixth |
11/3/51 |
25 |
379 |
58258 |
Seventh |
1/29/57 |
26 |
14-A |
62857 |
Eighth |
8/16/57 |
26 |
19 |
63436 |
Ninth |
1/2/58 |
26 |
50-A |
63663 |
Tenth |
4/23/58 |
26 |
56-A |
63798 |
Eleventh |
11/3/58 |
26 |
75-A |
64441 |
Twelfth |
6/4/59 |
26 |
100A |
64767 |
Thirteenth |
12/10/60 |
26 |
146A |
66209 |
Fourteenth |
11/24/61 |
26 |
174A |
67082 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
26 |
442A |
70950 |
Seventeenth |
11/7/66 |
26 |
496A |
71509 |
Eighteenth |
11/24/72 |
28 |
28 |
78594 |
Nineteenth |
2/19/74 |
29 |
13 |
80270 |
Twentieth |
8/20/74 |
29 |
62 |
81016 |
Twenty-first |
11/14/74 |
29 |
84 |
81502 |
Twenty-second |
12/17/76 |
31 |
13 |
85480 |
Twenty-third |
8/30/78 |
33 |
47 |
89996 |
Twenty-fourth |
9/28/79 |
|
|
93188 |
Twenty-fifth |
1/13/82 |
|
|
103278 |
Twenty-sixth |
6/16/82 |
|
|
105044 |
Twenty-seventh |
7/24/86 |
|
|
121091 |
Twenty-eighth |
12/5/89 |
|
|
135177 |
Twenty-ninth |
3/19/90 |
|
|
135923 |
Thirtieth |
3/11/91 |
|
|
139151 |
Thirty-first |
9/9/91 |
|
|
140995 |
Thirty-second |
5/7/92 |
|
|
143430 |
Thirty-third |
5/27/93 |
|
|
147404 |
Thirty-fourth |
4/28/94 |
|
|
151435 |
Thirty-fifth |
1/8/01 |
|
|
179701 |
Thirty-sixth |
12/11/01 |
|
|
183845 |
Thirty-seventh |
7/31/03 |
|
|
191975 |
Thirty-eighth |
11/10/03 |
|
|
193907 |
Thirty-ninth |
12/5/03 |
|
|
194306 |
Fortieth |
2/17/06 |
|
|
206900 |
Forty-first |
4/12/07 |
|
|
213184 |
Forty-second |
6/7/07 |
|
|
214158 |
Forty-third |
10/17/07 |
|
|
216534 |
Forty-fourth |
4/17/08 |
|
|
218712 |
Forty-fifth |
3/22/10 |
|
|
227022 |
Forty-sixth |
6/30/10 |
|
|
228214 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BONNEVILLE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/20/42 |
46 |
One |
153129 |
First |
11/20/42 |
46 |
75 |
153130 |
Second |
11/30/43 |
46 |
191 |
158088 |
Third |
2/15/47 |
53 |
27 |
178282 |
Fourth |
5/21/48 |
56 |
231 |
186264 |
Fifth |
12/1/49 |
62 |
469 |
195639 |
Sixth |
1/3/51 |
83 |
11 |
211422 |
Seventh |
1/30/57 |
114 |
149 |
250681 |
Eighth |
8/16/57 |
118 |
109 |
255162 |
Ninth |
1/2/58 |
120 |
579 |
258702 |
Tenth |
4/23/58 |
123 |
69 |
261974 |
Eleventh |
10/30/58 |
127 |
343 |
267511 |
Twelfth |
6/12/59 |
132 |
477 |
274946 |
Thirteenth |
12/12/60 |
143 |
491 |
292369 |
Fourteenth |
11/28/61 |
149 |
529 |
303329 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
360856 |
Seventeenth |
11/7/66 |
|
|
366311 |
Eighteenth |
11/20/72 |
|
|
440196 |
Nineteenth |
2/12/74 |
|
|
458371 |
Twentieth |
8/30/74 |
|
|
467411 |
Twenty-first |
12/2/74 |
|
|
471109 |
Twenty-second |
12/28/76 |
|
|
509183 |
Twenty-third |
9/6/78 |
|
|
548976 |
Twenty-fourth |
10/1/79 |
|
|
573295 |
Twenty-fifth |
1/22/82 |
|
|
618766 |
Twenty-sixth |
6/17/82 |
|
|
625821 |
Twenty-seventh |
7/25/86 |
|
|
710110 |
Twenty-eighth |
12/5/89 |
|
|
777905 |
Twenty-ninth |
3/19/90 |
|
|
783215 |
Thirtieth |
3/8/91 |
|
|
802442 |
Thirty-first |
9/6/91 |
|
|
813388 |
Thirty-second |
5/7/92 |
|
|
827415 |
Thirty-third |
5/27/93 |
|
|
851574 |
Thirty-fourth |
4/28/94 |
|
|
876070 |
Thirty-fifth |
1/8/01 |
|
|
1038287 |
Thirty-sixth |
12/6/01 |
|
|
1064608 |
Thirty-seventh |
7/18/03 |
|
|
1121154 |
Thirty-eighth |
11/3/03 |
|
|
1134002 |
Thirty-ninth |
12/4/03 |
|
|
1137143 |
Fortieth |
2/15/06 |
|
|
1214906 |
Forty-first |
3/30/07 |
|
|
1257768 |
Forty-second |
5/29/07 |
|
|
1264699 |
Forty-third |
10/3/07 |
|
|
1278999 |
Forty-fourth |
4/11/08 |
|
|
1296261 |
Forty-fifth |
3/9/10 |
|
|
1357952 |
Forty-sixth |
6/25/10 |
|
|
1366850 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BUTTE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/9/72 |
|
|
2034 |
First |
6/9/72 |
|
|
2035 |
Second |
6/9/72 |
|
|
2036 |
Third |
6/9/72 |
|
|
2037 |
Fourth |
6/9/72 |
|
|
2038 |
Fifth |
6/9/72 |
|
|
2039 |
Sixth |
6/9/72 |
|
|
2040 |
Seventh |
6/9/72 |
|
|
2041 |
Eighth |
6/9/72 |
|
|
2042 |
Ninth |
6/9/72 |
|
|
2043 |
Tenth |
6/9/72 |
|
|
2044 |
Eleventh |
6/9/72 |
|
|
2045 |
Twelfth |
6/9/72 |
|
|
2046 |
Thirteenth |
6/9/72 |
|
|
2047 |
Fourteenth |
6/9/72 |
|
|
2048 |
Fifteenth* |
|
|
|
|
Sixteenth |
6/9/72 |
|
|
2049 |
Seventeenth |
6/9/72 |
|
|
2050 |
Eighteenth |
11/6/72 |
|
|
M2367 |
Nineteenth |
1/31/74 |
|
|
M3132 |
Twentieth |
8/20/74 |
|
|
M3587 |
Twenty-first |
11/14/74 |
|
|
M3764 |
Twenty-second |
12/21/76 |
|
|
M5631 |
Twenty-third |
8/28/78 |
|
|
M7015 |
Twenty-fourth |
9/24/79 |
|
|
8452 |
Twenty-fifth |
1/13/82 |
|
|
11087 |
Twenty-sixth |
6/17/82 |
|
|
11417 |
Twenty-seventh |
7/25/86 |
|
|
18272 |
Twenty-eighth |
12/6/89 |
|
|
22903 |
Twenty-ninth |
3/20/90 |
|
|
23345 |
Thirtieth |
3/11/91 |
|
|
24623 |
Thirty-first |
9/9/91 |
|
|
25222 |
Thirty-second |
5/11/92 |
|
|
25871 |
Thirty-third |
5/27/93 |
|
|
26919 |
Thirty-fourth |
4/29/94 |
|
|
027925 |
Thirty-fifth |
1/8/01 |
|
|
0036559 |
Thirty-sixth |
12/6/01 |
|
|
0037654 |
Thirty-seventh |
7/18/03 |
|
|
076233 |
Thirty-eighth |
11/3/03 |
|
|
0040032 |
Thirty-ninth |
12/4/03 |
|
|
0040121 |
Fortieth |
2/16/06 |
|
|
0042809 |
Forty-first |
3/30/07 |
|
|
44311 |
Forty-second |
5/29/07 |
|
|
44589 |
Forty-third |
10/3/07 |
|
|
45063 |
Forty-fourth |
4/11/08 |
|
|
45552 |
Forty-fifth |
3/9/10 |
|
|
47561 |
Forty-sixth |
6/25/10 |
|
|
47823 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
CAMAS COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
8/2/44 |
11 |
409 |
25317 |
First |
8/2/44 |
11 |
501 |
25318 |
Second |
8/2/44 |
11 |
507 |
25319 |
Third |
2/15/47 |
11 |
611 |
26975 |
Fourth |
5/20/48 |
12 |
32 |
27713 |
Fifth |
12/1/49 |
12 |
160-A |
28654 |
Sixth |
11/5/51 |
12 |
276A |
29799 |
Seventh |
1/29/57 |
13 |
54-A |
32931 |
Eighth |
8/16/57 |
13 |
90 |
33183 |
Ninth |
1/2/58 |
13 |
118 |
33409 |
Tenth |
4/23/58 |
13 |
146-A |
33517 |
Eleventh |
10/30/58 |
13 |
177-A |
33819 |
Twelfth |
6-4-59 |
13 |
194 |
34052 |
Thirteenth |
12/12/60 |
13 |
316 |
34865 |
Fourteenth |
11/24/61 |
13 |
400 |
35329 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
14 |
218A |
37939 |
Seventeenth |
11/5/66 |
14 |
256A |
38131 |
Eighteenth |
11/6/72 |
15 |
272 |
41323 |
Nineteenth |
1/31/74 |
15 |
420 |
41953 |
Twentieth |
8/20/74 |
15 |
511 |
42216 |
Twenty-first |
11/14/74 |
15 |
568 |
42364 |
Twenty-second |
12/16/76 |
15 |
1044 |
43842 |
Twenty-third |
8/25/78 |
16 |
371 |
44926 |
Twenty-fourth |
9/21/79 |
|
|
45609 |
Twenty-fifth |
1/12/82 |
|
|
47492 |
Twenty-sixth |
6/16/82 |
|
|
47865 |
Twenty-seventh |
7/24/86 |
|
|
62340 |
Twenty-eighth |
12/5/89 |
|
|
65406 |
Twenty-ninth |
3/19/90 |
|
|
65680 |
Thirtieth |
3/8/91 |
|
|
66497 |
Thirty-first |
9/9/91 |
|
|
66872 |
Thirty-second |
5/7/92 |
|
|
67256 |
Thirty-third |
5/27/93 |
|
|
67861 |
Thirty-fourth |
4/28/94 |
|
|
68476 |
Thirty-fifth |
1/8/01 |
|
|
074302 |
Thirty-sixth |
12/6/01 |
|
|
074901 |
Thirty-seventh |
7/17/03 |
|
|
76233 |
Thirty-eighth |
10/31/03 |
|
|
076565 |
Thirty-ninth |
12/3/03 |
|
|
076666 |
Fortieth |
2/14/06 |
|
|
79401 |
Forty-first |
3/30/07 |
|
|
80543 |
Forty-second |
5/25/07 |
|
|
80685 |
Forty-third |
10/2/07 |
|
|
2007-080992 |
Forty-fourth |
4/10/08 |
|
|
2008-081401 |
Forty-fifth |
3/5/10 |
|
|
2010-082865 |
Forty-sixth |
6/24/10 |
|
|
2010-083118 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
CANYON COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/13/37 |
119 |
300 |
229246 |
First |
10/4/39 |
124 |
42 |
245162 |
Second |
12/1/43 |
133 |
569 |
284468 |
Third |
2/21/47 |
143 |
369 |
329872 |
Fourth |
6/2/48 |
156 |
348 |
338699 |
Fifth |
12/16/49 |
169 |
311 |
356961 |
Sixth |
11/19/57 |
185 |
93 |
382851 |
Seventh |
2/9/57 |
216 |
546 |
441184 |
Eighth |
9/9/57 |
219 |
673 |
447728 |
Ninth |
1/20/58 |
221 |
434 |
451879 |
Tenth |
5/8/58 |
223 |
49 |
456616 |
Eleventh |
11/17/58 |
225 |
420 |
463327 |
Twelfth |
6/22/59 |
228 |
609 |
473892 |
Thirteenth |
12/29/60 |
234 |
599 |
495825 |
Fourteenth |
12/12/61 |
239 |
246 |
510102 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/23/66 |
263 |
469 |
581827 |
Seventeenth |
11/18/66 |
265 |
517 |
587987 |
Eighteenth |
11/8/72 |
|
|
694618 |
Nineteenth |
2/21/74 |
|
|
723454 |
Twentieth |
8/28/74 |
|
|
735479 |
Twenty-first |
11/14/74 |
|
|
738475 |
Twenty-second |
12/27/76 |
|
|
789901 |
Twenty-third |
8/30/78 |
|
|
840494 |
Twenty-fourth |
11/5/79 |
|
|
877687 |
Twenty-fifth |
1/20/82 |
|
|
938192 |
Twenty-sixth |
6/17/82 |
|
|
949927 |
Twenty-seventh |
7/29/86 |
|
|
8618299 |
Twenty-eighth |
12/5/89 |
|
|
8922218 |
Twenty-ninth |
3/19/90 |
|
|
9004834 |
Thirtieth |
3/12/91 |
|
|
9104435 |
Thirty-first |
9/6/91 |
|
|
9117685 |
Thirty-second |
5/7/92 |
|
|
9209941 |
Thirty-third |
6/2/93 |
|
|
9311965 |
Thirty-fourth |
4/27/94 |
|
|
9412427 |
Thirty-fifth |
1/8/01 |
|
|
200100758 |
Thirty-sixth |
12/10/01 |
|
|
200151496 |
Thirty-seventh |
7/21/03 |
|
|
200344668 |
Thirty-eighth |
11/20/03 |
|
|
200371861 |
Thirty-ninth |
12/17/03 |
|
|
200377070 |
Fortieth |
3/10/06 |
|
|
200617238 |
Forty-first |
3/30/07 |
|
|
2007022429 |
Forty-second |
5/25/07 |
|
|
2007036443 |
Forty-third |
10/2/07 |
|
|
2007066198 |
Forty-fourth |
4/18/08 |
|
|
2008021170 |
Forty-fifth |
3/10/10 |
|
|
2010010989 |
Forty-sixth |
6/24/10 |
|
|
2010029116 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
CARIBOU COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/9/72 |
|
|
73925 |
First |
6/9/72 |
|
|
73927 |
Second |
6/9/72 |
|
|
73929 |
Third |
6/9/72 |
|
|
73931 |
Fourth |
6/9/72 |
|
|
73933 |
Fifth |
6/9/72 |
|
|
73935 |
Sixth |
6/9/72 |
|
|
73937 |
Seventh |
6/9/72 |
|
|
73939 |
Eighth |
6/9/72 |
|
|
73941 |
Ninth |
6/9/72 |
|
|
73943 |
Tenth |
6/9/72 |
|
|
73945 |
Eleventh |
6/9/72 |
|
|
73947 |
Twelfth |
6/9/72 |
|
|
73949 |
Thirteenth |
6/9/72 |
|
|
73951 |
Fourteenth |
6/9/72 |
|
|
73953 |
Fifteenth* |
|
|
|
|
Sixteenth |
6/9/72 |
|
|
73955 |
Seventeenth |
6/9/72 |
|
|
73957 |
Eighteenth |
11/6/72 |
|
|
75213 |
Nineteenth |
1/31/74 |
|
|
78942 |
Twentieth |
8/20/74 |
|
|
80579 |
Twenty-first |
11/14/74 |
|
|
81276 |
Twenty-second |
12/16/76 |
|
|
89435 |
Twenty-third |
8/25/78 |
|
|
97508 |
Twenty-fourth |
9/24/79 |
|
|
102039 |
Twenty-fifth |
1/19/82 |
|
|
111027 |
Twenty-sixth |
6/17/82 |
|
|
112724 |
Twenty-seventh |
7/25/86 |
|
|
128841 |
Twenty-eighth |
12/5/89 |
|
|
137920 |
Twenty-ninth |
3/19/90 |
|
|
138561 |
Thirtieth |
3/11/90 |
|
|
140835 |
Thirty-first |
9/6/91 |
|
|
142037 |
Thirty-second |
5/8/92 |
|
|
143504 |
Thirty-third |
5/27/93 |
|
|
145649 |
Thirty-fourth |
4/28/94 |
|
|
147828 |
Thirty-fifth |
1/8/01 |
|
|
162794 |
Thirty-sixth |
12/6/01 |
|
|
164876 |
Thirty-seventh |
7/21/10 |
|
|
169079 |
Thirty-eighth |
11/3/03 |
|
|
169800 |
Thirty-ninth |
12/4/03 |
|
|
169968 |
Fortieth |
2/15/06 |
|
|
175120 |
Forty-first |
3/30/07 |
|
|
177834 |
Forty-second |
5/29/07 |
|
|
178300 |
Forty-third |
10/3/07 |
|
|
179226 |
Forty-fourth |
4/11/08 |
|
|
180412 |
Forty-fifth |
3/8/10 |
|
|
184830 |
Forty-sixth |
6/25/10 |
|
|
185411 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
CASSIA COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
33 |
500 |
125547 |
First |
9/30/39 |
34 |
81 |
132605 |
Second |
12/7/43 |
35 |
618 |
146616 |
Third |
2/19/47 |
37 |
513 |
158244 |
Fourth |
6/3/48 |
39 |
1-7 |
162741 |
Fifth |
12/1/49 |
40 |
423 |
167572 |
Sixth |
11/5/51 |
41 |
595 |
173871 |
Seventh |
1/30/57 |
47 |
151 |
192377 |
Eighth |
8/27/57 |
48 |
149 |
194467 |
Ninth |
1/3/58 |
47 |
449 |
195722 |
Tenth |
4/23/58 |
47 |
569 |
196938 |
Eleventh |
10/30/58 |
50 |
99 |
199082 |
Twelfth |
6/5/59 |
50 |
311 |
201994 |
Thirteenth |
12/12/60 |
53 |
461 |
209173 |
Fourteenth |
11/24/61 |
Film #9 |
|
4181 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
29725 |
Seventeenth |
11/9/66 |
|
|
32244 |
Eighteenth |
11/6/72 |
|
|
66091 |
Nineteenth |
1/31/74 |
|
|
74634 |
Twentieth |
8/20/74 |
|
|
78363 |
Twenty-first |
11/14/74 |
|
|
79589 |
Twenty-second |
12/16/76 |
|
|
94970 |
Twenty-third |
8/25/78 |
|
|
110502 |
Twenty-fourth |
9/21/79 |
|
|
120111 |
Twenty-fifth |
1/12/82 |
|
|
140560 |
Twenty-sixth |
6/16/82 |
|
|
144189 |
Twenty-seventh |
7/24/86 |
|
|
180592 |
Twenty-eighth |
12/5/89 |
|
|
205120 |
Twenty-ninth |
3/19/90 |
|
|
206628 |
Thirtieth |
3/8/90 |
|
|
212313 |
Thirty-first |
9/6/91 |
|
|
215126 |
Thirty-second |
5/7/92 |
|
|
218888 |
Thirty-third |
5/27/93 |
|
|
224794 |
Thirty-fourth |
4/28/94 |
|
|
230516 |
Thirty-fifth |
1/8/01 |
|
|
272837 |
Thirty-sixth |
12/5/01 |
|
|
278539 |
Thirty-seventh |
8/5/03 |
|
|
290402 |
Thirty-eighth |
10/31/03 |
|
|
292326 |
Thirty-ninth |
12/3/03 |
|
|
292829 |
Fortieth |
2/14/06 |
|
|
306708 |
Forty-first |
3/30/07 |
|
|
314814 |
Forty-second |
5/25/07 |
|
|
316071 |
Forty-third |
10/2/07 |
|
|
2007-318558 |
Forty-fourth |
4/10/08 |
|
|
2008-002258 |
Forty-fifth |
3/5/10 |
|
|
2010-001103 |
Forty-sixth |
6/24/10 |
|
|
2010-003059 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
CLARK COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
11/20/42 |
4 |
415 |
14689 |
First |
11/20/42 |
4 |
488 |
14690 |
Second |
12/1/43 |
4 |
531 |
15109 |
Third |
2/17/47 |
5 |
689 |
16588 |
Fourth |
5/21/48 |
6 |
316 |
17158 |
Fifth |
12/2/49 |
6 |
449 |
17963 |
Sixth |
11/5/51 |
6 |
575 |
18818 |
Seventh |
1/30/57 |
7 |
857 |
21118 |
Eighth |
8/19/57 |
7 |
885 |
21457 |
Ninth |
1/2/58 |
7 |
916 |
21659 |
Tenth |
4/25/58 |
8 |
31 |
21773 |
Eleventh |
10/30/58 |
8 |
|
22024 |
Twelfth |
6/4/59 |
8 |
113 |
22293 |
Thirteenth |
12/12/60 |
8 |
206 |
22932 |
Fourteenth |
12/11/61 |
8 |
297 |
23318 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
9 |
120 |
25526 |
Seventeenth |
11/7/66 |
9 |
162 |
25771 |
Eighteenth |
1/6/72 |
|
|
28977 |
Nineteenth |
1/31/74 |
|
|
29646 |
Twentieth |
8/21/74 |
|
|
29929 |
Twenty-first |
11/15/74 |
|
|
30101 |
Twenty-second |
12/16/76 |
|
|
31583 |
Twenty-third |
8/25/78 |
|
|
33008 |
Twenty-fourth |
9/24/79 |
|
|
34151 |
Twenty-fifth |
1/79/82 |
|
|
36526 |
Twenty-sixth |
5/27/93 |
|
|
44642 |
Twenty-seventh |
6/17/82 |
|
|
36827 |
Twenty-eighth |
12/5/89 |
|
|
42625 |
Twenty-ninth |
3/19/90 |
|
|
42798 |
Thirtieth |
3/11/91 |
1 |
62,68,95,294 |
|
Thirty-first |
9/9/91 |
1 |
62,67,293 |
|
Thirty-second |
5/8/92 |
|
|
44210 |
Thirty-third |
5/27/93 |
|
|
44642 |
Thirty-fourth |
4/28/94 |
|
|
45096 |
Thirty-fifth |
1/10/01 |
|
|
048977 |
Thirty-sixth |
12/12/01 |
|
|
049397 |
Thirty-seventh |
7/21/03 |
|
|
050113 |
Thirty-eighth |
11/3/03 |
|
|
050276 |
Thirty-ninth |
12/4/03 |
|
|
050367 |
Fortieth |
2/15/06 |
|
|
51310 |
Forty-first |
3/30/07 |
|
|
51887 |
Forty-second |
5/30/07 |
|
|
51911 |
Forty-third |
10/9/07 |
|
|
51999 |
Forty-fourth |
4/11/08 |
|
|
52399 |
Forty-fifth |
3/8/10 |
|
|
53522 |
Forty-sixth |
6/28/10 |
|
|
53659 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
ELMORE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
50 |
180 |
58218 |
First |
9/30/39 |
50 |
362 |
61517 |
Second |
11/29/43 |
50 |
631 |
68525 |
Third |
2/15/47 |
51 |
304 |
|
Fourth |
5/20/48 |
51 |
567 |
76499 |
Fifth |
12/1/49 |
52 |
222, A-F |
79343 |
Sixth |
11/3/51 |
53 |
1 |
82889 |
Seventh |
1/29/57 |
56 |
325 |
94143 |
Eighth |
8/19/57 |
55 |
444 |
95294 |
Ninth |
1/2/58 |
56 |
433 |
96062 |
Tenth |
4/25/58 |
56 |
457 |
96884 |
Eleventh |
10/29/58 |
56 |
515 |
98331 |
Twelfth |
6/3/59 |
58 |
47 |
100478 |
Thirteenth |
12/12/60 |
59 |
237 |
106907 |
Fourteenth |
11/20/61 |
61 |
81 |
111007 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
64 |
11 |
128796 |
Seventeenth |
11/8/66 |
64 |
100 |
130833 |
Eighteenth |
11/6/72 |
66 |
9 |
151293 |
Nineteenth |
1/31/74 |
66 |
56 |
156728 |
Twentieth |
8/20/74 |
66 |
102 |
159423 |
Twenty-first |
11/14/74 |
66 |
114 |
160519 |
Twenty-second |
12/16/76 |
|
|
171483 |
Twenty-third |
8/25/78 |
|
|
183026 |
Twenty-fourth |
9/21/79 |
|
|
190623 |
Twenty-fifth |
1/12/82 |
|
|
206578 |
Twenty-sixth |
6/16/82 |
|
|
209057 |
Twenty-seventh |
7/24/86 |
|
|
235962 |
Twenty-eighth |
12/5/89 |
|
|
256519 |
Twenty-ninth |
3/19/90 |
|
|
257969 |
Thirtieth |
3/8/91 |
|
|
262965 |
Thirty-first |
9/6/91 |
|
|
265312 |
Thirty-second |
5/7/92 |
|
|
268480 |
Thirty-third |
5/27/93 |
|
|
274330 |
Thirty-fourth |
4/28/94 |
|
|
280187 |
Thirty-fifth |
1/8/01 |
|
|
326252 |
Thirty-sixth |
12/18/01 |
|
|
333311 |
Thirty-seventh |
7/18/03 |
|
|
348505 |
Thirty-eighth |
12/11/03 |
|
|
352680 |
Thirty-ninth |
12/3/03 |
|
|
352510 |
Fortieth |
2/14/06 |
|
|
373462 |
Forty-first |
3/30/07 |
|
|
385963 |
Forty-second |
5/25/07 |
|
|
387777 |
Forty-third |
10/2/07 |
|
|
391661 |
Forty-fourth |
4/10/08 |
|
|
397146 |
Forty-fifth |
3/5/10 |
|
|
412873 |
Forty-sixth |
6/24/10 |
|
|
415054 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
GEM COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
20 |
46 |
38114 |
First |
10/5/39 |
20 |
547 |
41792 |
Second |
12/4/43 |
22 |
89 |
49655 |
Third |
2/25/47 |
23 |
203 |
56587 |
Fourth |
6/2/48 |
24 |
95 |
59201 |
Fifth |
12/15/49 |
24 |
626 |
61846 |
Sixth |
11/17/51 |
26 |
111 |
65400 |
Seventh |
1/29/57 |
28 |
525 |
74486 |
Eighth |
8/16/57 |
29 |
35 |
75444 |
Ninth |
1/3/58 |
29 |
125 |
76066 |
Tenth |
5/7/58 |
29 |
215 |
76727 |
Eleventh |
11/14/58 |
29 |
387 |
77567 |
Twelfth |
6/8/59 |
29 |
637 |
78650 |
Thirteenth |
12/19/60 |
30 |
425 |
81367 |
Fourteenth |
12/9/61 |
31 |
93 |
83027 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
91957 |
Seventeenth |
11/18/66 |
|
|
92855 |
Eighteenth |
11/7/72 |
|
|
106252 |
Nineteenth |
1/31/74 |
|
|
109855 |
Twentieth |
8/20/74 |
|
|
111484 |
Twenty-first |
11/14/74 |
|
|
112191 |
Twenty-second |
12/16/76 |
|
|
118516 |
Twenty-third |
8/25/78 |
|
|
125584 |
Twenty-fourth |
9/28/79 |
|
|
130301 |
Twenty-fifth |
1/18/82 |
|
|
138907 |
Twenty-sixth |
6/16/82 |
|
|
140481 |
Twenty-seventh |
7/24/86 |
|
|
154887 |
Twenty-eighth |
12/5/89 |
|
|
165026 |
Twenty-ninth |
3/19/90 |
|
|
165711 |
Thirtieth |
3/8/91 |
|
|
168605 |
Thirty-first |
9/6/91 |
|
|
170142 |
Thirty-second |
5/7/92 |
|
|
172262 |
Thirty-third |
5/27/93 |
|
|
176140 |
Thirty-fourth |
4/28/94 |
|
|
180144 |
Thirty-fifth |
1/8/01 |
|
|
214590 |
Thirty-sixth |
12/5/01 |
|
|
219810 |
Thirty-seventh |
7/18/03 |
|
|
230429 |
Thirty-eighth |
10/31/03 |
|
|
232728 |
Thirty-ninth |
12/3/03 |
|
|
233306 |
Fortieth |
2/14/06 |
|
|
249485 |
Forty-first |
3/30/07 |
|
|
258571 |
Forty-second |
5/31/07 |
|
|
259915 |
Forty-third |
10/2/07 |
|
|
262345 |
Forty-fourth |
4/10/08 |
|
|
265633 |
Forty-fifth |
3/5/10 |
|
|
276284 |
Forty-sixth |
6/24/10 |
|
|
277818 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
GOODING COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
19 |
82 |
68760 |
First |
9/30/39 |
19 |
418 |
74636 |
Second |
11/29/43 |
20 |
526 |
88661 |
Third |
2/15/47 |
22 |
191 |
99713 |
Fourth |
5/21/48 |
25 |
204 |
105725 |
Fifth |
12/1/49 |
22 |
714 |
110322 |
Sixth |
11/3/51 |
28 |
11 |
116669 |
Seventh |
1/29/57 |
30 |
505 |
131785 |
Eighth |
8/16/57 |
32 |
1 |
133044 |
Ninth |
1/2/58 |
32 |
55 |
133932 |
Tenth |
4/23/58 |
32 |
125 |
134840 |
Eleventh |
10/29/58 |
32 |
229 |
135917 |
Twelfth |
6/4/59 |
32 |
389 |
137874 |
Thirteenth |
12/12/60 |
35 |
113 |
142435 |
Fourteenth |
11/24/61 |
35 |
131 |
2830 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
18410 |
Seventeenth |
11/7/66 |
|
|
19860 |
Eighteenth |
11/8/72 |
|
|
042645 |
Nineteenth |
1/31/74 |
|
|
48586 |
Twentieth |
8/20/74 |
|
|
051350 |
Twenty-first |
11/20/74 |
|
|
052452 |
Twenty-second |
12/16/76 |
|
|
62353 |
Twenty-third |
8/25/78 |
|
|
72074 |
Twenty-fourth |
9/21/79 |
|
|
78946 |
Twenty-fifth |
1/20/82 |
|
|
93156 |
Twenty-sixth |
6/17/82 |
|
|
95594 |
Twenty-seventh |
7/24/86 |
|
|
122518 |
Twenty-eighth |
12/5/89 |
|
|
138944 |
Twenty-ninth |
3/19/90 |
|
|
140183 |
Thirtieth |
3/8/91 |
|
|
143967 |
Thirty-first |
9/6/91 |
|
|
146044 |
Thirty-second |
5/7/92 |
|
|
148616 |
Thirty-third |
5/27/93 |
|
|
152827 |
Thirty-fourth |
4/28/94 |
|
|
156718 |
Thirty-fifth |
1/8/01 |
|
|
188907 |
Thirty-sixth |
12/5/01 |
|
|
193107 |
Thirty-seventh |
7/18/03 |
|
|
201764 |
Thirty-eighth |
10/31/03 |
|
|
203377 |
Thirty-ninth |
12/3/03 |
|
|
203823 |
Fortieth |
2/17/06 |
|
|
215090 |
Forty-first |
3/30/07 |
|
|
220944 |
Forty-second |
5/25/07 |
|
|
221788 |
Forty-third |
10/2/07 |
|
|
223655 |
Forty-fourth |
4/10/08 |
|
|
226006 |
Forty-fifth |
3/8/10 |
|
|
233630 |
Forty-sixth |
6/24/10 |
|
|
234777 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
IDAHO COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/14/45 |
52 |
1 |
148395 |
First |
6/14/45 |
52 |
92 |
148396 |
Second |
6/14/45 |
52 |
99 |
148397 |
Third |
2/17/47 |
52 |
567 |
155192 |
Fourth |
5/21/48 |
53 |
589 |
159645 |
Fifth |
12/2/49 |
55 |
75 |
165309 |
Sixth |
11/5/51 |
56 |
809 |
171737 |
Seventh |
1/30/57 |
60 |
649 |
190185 |
Eighth |
8/19/57 |
60 |
212 |
191900 |
Ninth |
1/3/58 |
60 |
765 |
193192 |
Tenth |
4/23/58 |
60 |
817 |
194056 |
Eleventh |
10/30/58 |
61 |
610 |
196031 |
Twelfth |
6/4/59 |
61 |
690 |
198078 |
Thirteenth |
12/12/60 |
63 |
113 |
203886 |
Fourteenth |
12/11/61 |
62 |
548 |
207396 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
69 |
421 |
223365 |
Seventeenth |
11/18/66 |
70 |
165 |
225251 |
Eighteenth |
11/9/72 |
|
|
247381 |
Nineteenth |
1/31/74 |
|
|
252713 |
Twentieth |
8/20/74 |
|
|
255084 |
Twenty-first |
11/14/74 |
|
|
256308 |
Twenty-second |
12/16/76 |
|
|
266161 |
Twenty-third |
8/25/78 |
|
|
274992 |
Twenty-fourth |
9/21/79 |
|
|
281324 |
Twenty-fifth |
1/13/82 |
|
|
396250 |
Twenty-sixth |
6/17/82 |
|
|
298280 |
Twenty-seventh |
7/25/86 |
|
|
328284 |
Twenty-eighth |
12/5/89 |
|
|
351065 |
Twenty-ninth |
3/19/90 |
|
|
352364 |
Thirtieth |
3/8/91 |
|
|
357533 |
Thirty-first |
9/6/91 |
|
|
360121 |
Thirty-second |
5/7/92 |
|
|
363279 |
Thirty-third |
5/27/93 |
|
|
368831 |
Thirty-fourth |
4/28/94 |
|
|
373949 |
Thirty-fifth |
1/8/01 |
|
|
0414994 |
Thirty-sixth |
12/6/01 |
|
|
0414994 |
Thirty-seventh |
7/21/03 |
|
|
430257 |
Thirty-eighth |
11/3/03 |
|
|
0432399 |
Thirty-ninth |
12/4/03 |
|
|
0432938 |
Fortieth |
2/15/06 |
|
|
446684 |
Forty-first |
3/30/07 |
|
|
454282 |
Forty-second |
5/29/07 |
|
|
455226 |
Forty-third |
10/3/07 |
|
|
457584 |
Forty-fourth |
4/11/08 |
|
|
460438 |
Forty-fifth |
3/8/10 |
|
|
471269 |
Forty-sixth |
6/25/10 |
|
|
472869 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
JEFFERSON COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
11/20/42 |
135 |
159 |
70643 |
First |
11/20/42 |
135 |
246 |
70644 |
Second |
12/1/43 |
135 |
313 |
73017 |
Third |
2/17/47 |
140 |
207 |
82505 |
Fourth |
5/20/48 |
140 |
493 |
85887 |
Fifth |
12/22/49 |
150 |
182 |
90230 |
Sixth |
11/3/51 |
150 |
601 |
95219 |
Seventh |
1/30/57 |
164 |
371 |
110915 |
Eighth |
8/16/57 |
163 |
131 |
112608 |
Ninth |
1/2/58 |
169 |
45 |
113956 |
Tenth |
4/25/58 |
169 |
155 |
115115 |
Eleventh |
11/5/58 |
169 |
361 |
116851 |
Twelfth |
6/9/59 |
169 |
611 |
119131 |
Thirteenth |
12/14/60 |
172 |
433 |
123900 |
Fourteenth |
11/27/61 |
176 |
127 |
127023 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
187 |
79 |
141454 |
Seventeenth |
11/7/66 |
|
|
142744 |
Eighteenth |
11/6/72 |
|
|
164015 |
Nineteenth |
1/31/74 |
|
|
168986 |
Twentieth |
8/20/74 |
|
|
171814 |
Twenty-first |
11/14/74 |
|
|
172779 |
Twenty-second |
12/16/76 |
|
|
183321 |
Twenty-third |
8/25/78 |
|
|
194019 |
Twenty-fourth |
9/24/79 |
|
|
200345 |
Twenty-fifth |
1/13/82 |
|
|
213493 |
Twenty-sixth |
6/17/82 |
|
|
216007 |
Twenty-seventh |
7/25/86 |
|
|
239583 |
Twenty-eighth |
12/5/89 |
|
|
254520 |
Twenty-ninth |
3/19/90 |
|
|
255535 |
Thirtieth |
3/11/91 |
|
|
259310 |
Thirty-first |
9/6/91 |
|
|
261300 |
Thirty-second |
5/8/92 |
|
|
263861 |
Thirty-third |
5/27/93 |
|
|
268012 |
Thirty-fourth |
4/28/94 |
|
|
272310 |
Thirty-fifth |
1/8/01 |
|
|
305991 |
Thirty-sixth |
12/6/01 |
|
|
311525 |
Thirty-seventh |
7/21/03 |
|
|
324362 |
Thirty-eighth |
11/3/03 |
|
|
311525 |
Thirty-ninth |
12/4/03 |
|
|
327520 |
Fortieth |
2/17/06 |
|
|
346415 |
Forty-first |
4/2/07 |
|
|
357244 |
Forty-second |
5/30/07 |
|
|
358888 |
Forty-third |
10/3/07 |
|
|
362845 |
Forty-fourth |
4/14/08 |
|
|
367417 |
Forty-fifth |
3/9/10 |
|
|
383201 |
Forty-sixth |
6/29/10 |
|
|
385408 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
JEROME COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
50 |
115 |
67993 |
First |
9/30/39 |
118 |
230 |
74515 |
Second |
11/30/43 |
124 |
557 |
88349 |
Third |
2/17/47 |
137 |
30 |
98721 |
Fourth |
5/20/48 |
137 |
515 |
103049 |
Fifth |
12/1/49 |
146 |
53 |
107585 |
Sixth |
11/3/51 |
146 |
343 |
114318 |
Seventh |
1/29/57 |
157 |
19 |
131176 |
Eighth |
8/16/57 |
162 |
381 |
133195 |
Ninth |
1/2/58 |
157 |
128 |
134180 |
Tenth |
4/23/58 |
157 |
171 |
135509 |
Eleventh |
10/29/58 |
157 |
234 |
137315 |
Twelfth |
6/4/59 |
157 |
290 |
139591 |
Thirteenth |
12/12/60 |
170 |
54 |
144935 |
Fourteenth |
11/24/61 |
170 |
168 |
148447 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
183 |
99 |
168245 |
Seventeenth |
11/22/66 |
183 |
195 |
170034 |
Eighteenth |
11/6/72 |
195 |
351 |
196790 |
Nineteenth |
2/1/74 |
195 |
959 |
204022 |
Twentieth |
8/20/74 |
195 |
1277 |
207682 |
Twenty-first |
11/15/74 |
195 |
1377 |
208741 |
Twenty-second |
12/16/76 |
198 |
775 |
222027 |
Twenty-third |
8/25/78 |
202 |
246 |
235806 |
Twenty-fourth |
9/21/79 |
|
|
244483 |
Twenty-fifth |
1/12/82 |
|
|
262297 |
Twenty-sixth |
6/16/82 |
|
|
265834 |
Twenty-seventh |
7/24/86 |
|
|
299769 |
Twenty-eighth |
12/5/89 |
|
|
318638 |
Twenty-ninth |
3/19/90 |
|
|
320038 |
Thirtieth |
3/11/91 |
|
|
910769 |
Thirty-first |
9/6/91 |
|
|
913054 |
Thirty-second |
5/7/92 |
|
|
921532 |
Thirty-third |
5/27/93 |
|
|
931962 |
Thirty-fourth |
4/28/94 |
|
|
941912 |
Thirty-fifth |
1/8/01 |
|
|
2010105 |
Thirty-sixth |
12/5/01 |
|
|
2015637 |
Thirty-seventh |
7/18/03 |
|
|
2034363 |
Thirty-eighth |
10/31/03 |
|
|
2036948 |
Thirty-ninth |
12/3/03 |
|
|
2037700 |
Fortieth |
2/14/06 |
|
|
2060906 |
Forty-first |
3/30/07 |
|
|
2071926 |
Forty-second |
5/25/07 |
|
|
2073143 |
Forty-third |
10/2/07 |
|
|
2076019 |
Forty-fourth |
4/10/08 |
|
|
2081888 |
Forty-fifth |
3/5/10 |
|
|
2100913 |
Forty-sixth |
6/24/10 |
|
|
2102733 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
LEMHI COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/19/37 |
O |
342 |
48662 |
First |
10/2/39 |
O |
554 |
52421 |
Second |
12/1/43 |
P |
279 |
59463 |
Third |
2/18/47 |
P |
625 |
65383 |
Fourth |
5/21/48 |
Q |
243 |
67902 |
Fifth |
12/2/49 |
Q |
453 |
71055 |
Sixth |
11/5/51 |
R |
288 |
74661 |
Seventh |
1/31/57 |
S |
629 |
86322 |
Eighth |
8/17/57 |
T |
46 |
87587 |
Ninth |
1/3/58 |
T |
138 |
88620 |
Tenth |
4/24/58 |
T |
194 |
88995 |
Eleventh |
10/30/58 |
T |
287 |
90481 |
Twelfth |
6/4/59 |
T |
404 |
91422 |
Thirteenth |
12/13/60 |
T |
613 |
94709 |
Fourteenth |
11/27/61 |
U |
121 |
96385 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/26/66 |
|
|
104433 |
Seventeenth |
11/7/66 |
|
|
105524 |
Eighteenth |
11/8/72 |
|
|
121991 |
Nineteenth |
2/8/74 |
|
|
125951 |
Twentieth |
8/28/74 |
|
|
127731 |
Twenty-first |
11/25/74 |
|
|
128574 |
Twenty-second |
12/27/76 |
|
|
135461 |
Twenty-third |
8/30/78 |
|
|
142455 |
Twenty-fourth |
10/5/79 |
|
|
148934 |
Twenty-fifth |
1/27/82 |
|
|
161492 |
Twenty-sixth |
6/17/82 |
|
|
162867 |
Twenty-seventh |
7/24/86 |
|
|
181418 |
Twenty-eighth |
12/5/89 |
|
|
204439 |
Twenty-ninth |
3/19/90 |
|
|
205885 |
Thirtieth |
3/8/91 |
|
|
209801 |
Thirty-first |
11/6/91 |
|
|
211621 |
Thirty-second |
5/8/92 |
|
|
214521 |
Thirty-third |
5/27/93 |
|
|
218630 |
Thirty-fourth |
4/28/94 |
|
|
222340 |
Thirty-fifth |
1/8/01 |
|
|
246129 |
Thirty-sixth |
12/6/01 |
|
|
249013 |
Thirty-seventh |
7/21/03 |
|
|
255280 |
Thirty-eighth |
11/3/03 |
|
|
256484 |
Thirty-ninth |
12/4/03 |
|
|
256801 |
Fortieth |
2/15/06 |
|
|
266201 |
Forty-first |
3/30/07 |
|
|
271120 |
Forty-second |
5/29/07 |
|
|
271741 |
Forty-third |
10/3/07 |
|
|
273729 |
Forty-fourth |
4/11/08 |
|
|
275814 |
Forty-fifth |
3/8/10 |
|
|
282376 |
Forty-sixth |
6/25/10 |
|
|
283348 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
LINCOLN COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
29 |
548 |
74516 |
First |
9/30/39 |
30 |
175 |
77703 |
Second |
12/2/43 |
31 |
104 |
84567 |
Third |
2/15/47 |
31 |
421 |
89681 |
Fourth |
5/20/48 |
31 |
D560 |
91881 |
Fifth |
12/1/49 |
32 |
189 |
94176 |
Sixth |
11/5/51 |
33 |
91 |
97220 |
Seventh |
1/29/57 |
33 |
308 |
105790 |
Eighth |
8/16/57 |
34 |
376 |
106468 |
Ninth |
1/3/58 |
33 |
335 |
107022 |
Tenth |
4/25/58 |
33 |
342 |
107454 |
Eleventh |
11/7/58 |
33 |
362 |
108041 |
Twelfth |
6/8/59 |
36 |
11 |
108894 |
Thirteenth |
12/12/60 |
36 |
52 |
110828 |
Fourteenth |
11/24/61 |
36 |
88 |
112073 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
118402 |
Seventeenth |
11/7/66 |
|
|
119085 |
Eighteenth |
11/6/72 |
|
|
126676 |
Nineteenth |
2/1/74 |
|
|
128406 |
Twentieth |
8/20/74 |
|
|
129241 |
Twenty-first |
11/14/74 |
|
|
129469 |
Twenty-second |
12/17/76 |
|
|
132484 |
Twenty-third |
8/25/78 |
|
|
135894 |
Twenty-fourth |
9/21/79 |
|
|
137874 |
Twenty-fifth |
1/12/82 |
|
|
142048 |
Twenty-sixth |
6/16/82 |
|
|
143047 |
Twenty-seventh |
7/24/86 |
|
|
149886 |
Twenty-eighth |
12/8/89 |
|
|
153582 |
Twenty-ninth |
3/19/90 |
|
|
153826 |
Thirtieth |
3/8/91 |
|
|
154737 |
Thirty-first |
9/9/91 |
|
|
155244 |
Thirty-second |
5/7/92 |
|
|
155953 |
Thirty-third |
6/1/93 |
|
|
157022 |
Thirty-fourth |
4/28/94 |
|
|
158095 |
Thirty-fifth |
1/8/01 |
|
|
169812 |
Thirty-sixth |
12/5/01 |
|
|
171649 |
Thirty-seventh |
7/18/03 |
|
|
175132 |
Thirty-eighth |
10/31/03 |
|
|
175798 |
Thirty-ninth |
12/3/03 |
|
|
175946 |
Fortieth |
2/17/06 |
|
|
180367 |
Forty-first |
4/5/07 |
|
|
182870 |
Forty-second |
5/31/07 |
|
|
183223 |
Forty-third |
10/2/07 |
|
|
183833 |
Forty-fourth |
4/10/08 |
|
|
184806 |
Forty-fifth |
3/5/10 |
|
|
188552 |
Forty-sixth |
6/24/10 |
|
|
189041 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
MINIDOKA COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
23 |
128 |
78580 |
First |
10/4/39 |
23 |
290 |
84276 |
Second |
11/29/43 |
26 |
135 |
93363 |
Third |
2/17/47 |
26 |
233 |
101202 |
Fourth |
5/20/48 |
26 |
428 |
104111 |
Fifth |
12/1/49 |
26 |
627 |
107226 |
Sixth |
11/19/51 |
28 |
550 |
111408 |
Seventh |
2/4/57 |
32 |
41 |
126603 |
Eighth |
8/26/57 |
34 |
103 |
129172 |
Ninth |
1/20/58 |
34 |
49 |
130893 |
Tenth |
4/23/58 |
34 |
139 |
132428 |
Eleventh |
11/14/58 |
34 |
245 |
135150 |
Twelfth |
6/22/59 |
35 |
109 |
139236 |
Thirteenth |
12/12/60 |
36 |
453 |
147475 |
Fourteenth |
11/27/61 |
Film #6 |
|
153631 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
|
|
184187 |
Seventeenth |
11/9/66 |
|
|
186910 |
Eighteenth |
11/6/72 |
|
|
228669 |
Nineteenth |
1/31/74 |
23 |
32 |
239112 |
Twentieth |
8/20/74 |
23 |
279 |
244151 |
Twenty-first |
11/14/74 |
|
|
245641 |
Twenty-second |
12/16/76 |
|
|
265864 |
Twenty-third |
8/28/78 |
|
|
284983 |
Twenty-fourth |
9/21/79 |
|
|
296684 |
Twenty-fifth |
1/12/82 |
|
|
320342 |
Twenty-sixth |
6/17/82 |
|
|
324742 |
Twenty-seventh |
7/24/86 |
|
|
365754 |
Twenty-eighth |
12/5/89 |
|
|
388944 |
Twenty-ninth |
3/19/90 |
|
|
390682 |
Thirtieth |
3/8/91 |
|
|
395847 |
Thirty-first |
9/6/91 |
|
|
398486 |
Thirty-second |
5/7/92 |
|
|
401969 |
Thirty-third |
5/27/93 |
|
|
407067 |
Thirty-fourth |
4/27/94 |
|
|
412513 |
Thirty-fifth |
1/8/01 |
|
|
451059 |
Thirty-sixth |
12/5/01 |
|
|
456501 |
Thirty-seventh |
7/18/03 |
|
|
466992 |
Thirty-eighth |
10/31/03 |
|
|
469126 |
Thirty-ninth |
12/3/03 |
|
|
469627 |
Fortieth |
2/14/06 |
|
|
482729 |
Forty-first |
3/30/07 |
|
|
489997 |
Forty-second |
6/5/07 |
|
|
491183 |
Forty-third |
10/10/07 |
|
|
493337 |
Forty-fourth |
4/15/08 |
|
|
496265 |
Forty-fifth |
3/5/10 |
|
|
506697 |
Forty-sixth |
6/24/10 |
|
|
508199 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
ONEIDA COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/15/45 |
17 |
500 |
66548 |
First |
10/15/45 |
17 |
542 |
66549 |
Second |
10/15/45 |
17 |
546 |
66550 |
Third |
2/17/47 |
17 |
601 |
68178 |
Fourth |
5/21/48 |
17 |
633 |
69127 |
Fifth |
12/3/49 |
20 |
69 |
70480 |
Sixth |
11/6/51 |
20 |
181 |
72574 |
Seventh |
1/29/57 |
20 |
515 |
77541 |
Eighth |
8/16/57 |
20 |
545 |
77927 |
Ninth |
1/7/58 |
20 |
569 |
78383 |
Tenth |
4/28/58 |
20 |
592 |
78592 |
Eleventh |
11/5/58 |
20 |
621 |
79115 |
Twelfth |
6/10/59 |
23 |
27 |
79623 |
Thirteenth |
12/12/60 |
23 |
117 |
81021 |
Fourteenth |
11/27/61 |
23 |
162 |
81752 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
23 |
517 |
85441 |
Seventeenth |
11/7/66 |
23 |
531 |
85858 |
Eighteenth |
11/6/72 |
|
|
90807 |
Nineteenth |
1/31/74 |
|
|
92211 |
Twentieth |
8/20/74 |
|
|
92892 |
Twenty-first |
11/14/74 |
|
|
93130 |
Twenty-second |
12/16/76 |
|
|
95608 |
Twenty-third |
8/25/78 |
|
|
98365 |
Twenty-fourth |
9/24/79 |
|
|
99924 |
Twenty-fifth |
1/18/82 |
|
|
104137 |
Twenty-sixth |
6/17/82 |
|
|
104755 |
Twenty-seventh |
7/25/86 |
|
|
111518 |
Twenty-eighth |
12/6/89 |
|
|
115623 |
Twenty-ninth |
3/20/90 |
|
|
115943 |
Thirtieth |
3/8/91 |
|
|
116812 |
Thirty-first |
9/6/91 |
|
|
117372 |
Thirty-second |
5/12/92 |
|
|
118107 |
Thirty-third |
5/27/93 |
|
|
119170 |
Thirty-fourth |
5/2/94 |
|
|
120316 |
Thirty-fifth |
1/9/01 |
|
|
130370 |
Thirty-sixth |
12/6/01 |
|
|
131766 |
Thirty-seventh |
7/21/03 |
|
|
134620 |
Thirty-eighth |
11/3/03 |
|
|
135164 |
Thirty-ninth |
12/4/03 |
|
|
135311 |
Fortieth |
2/15/06 |
|
|
138661 |
Forty-first |
3/30/07 |
|
|
140612 |
Forty-second |
5/29/07 |
|
|
140984 |
Forty-third |
10/3/07 |
|
|
141670 |
Forty-fourth |
4/11/08 |
|
|
142577 |
Forty-fifth |
3/8/10 |
|
|
145445 |
Forty-sixth |
6/25/10 |
|
|
145857 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
OWYHEE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
20 |
393 |
54378 |
First |
9/30/39 |
21 |
110 |
58416 |
Second |
11/29/43 |
22 |
95 |
67353 |
Third |
2/15/47 |
23 |
38 |
73729 |
Fourth |
5/20/48 |
23 |
402 |
76566 |
Fifth |
12/15/49 |
24 |
263 |
79607 |
Sixth |
11/6/51 |
26 |
63 |
83825 |
Seventh |
1/30/57 |
30 |
292 |
95514 |
Eighth |
8/16/57 |
31 |
60 |
96612 |
Ninth |
1/2/58 |
31 |
180 |
97292 |
Tenth |
4/23/58 |
31 |
319 |
97994 |
Eleventh |
10/29/58 |
32 |
4 |
98945 |
Twelfth |
6/22/59 |
32 |
307 |
100549 |
Thirteenth |
12/29/60 |
33 |
201 |
103853 |
Fourteenth |
12/11/61 |
34 |
38 |
105963 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/26/66 |
40 |
149 |
116127 |
Seventeenth |
11/18/66 |
40 |
437 |
117100 |
Eighteenth |
11/8/72 |
|
|
134015 |
Nineteenth |
2/13/74 |
|
|
139091 |
Twentieth |
8/28/74 |
|
|
141615 |
Twenty-first |
11/22/74 |
|
|
142430 |
Twenty-second |
12/23/76 |
|
|
149339 |
Twenty-third |
9/6/78 |
|
|
156256 |
Twenty-fourth |
9/28/79 |
|
|
160772 |
Twenty-fifth |
1/20/82 |
|
|
171499 |
Twenty-sixth |
6/20/82 |
|
|
173129 |
Twenty-seventh |
7/24/86 |
|
|
189545 |
Twenty-eighth |
12/6/89 |
|
|
201238 |
Twenty-ninth |
3/19/90 |
|
|
207978 |
Thirtieth |
3/8/91 |
|
|
204626 |
Thirty-first |
9/6/91 |
|
|
205816 |
Thirty-second |
5/7/92 |
|
|
207769 |
Thirty-third |
5/27/93 |
|
|
210424 |
Thirty-fourth |
4/28/94 |
|
|
212701 |
Thirty-fifth |
1/9/01 |
|
|
234767 |
Thirty-sixth |
12/7/01 |
|
|
238042 |
Thirty-seventh |
7/21/03 |
|
|
244317 |
Thirty-eighth |
10/31/03 |
|
|
245680 |
Thirty-ninth |
12/3/03 |
|
|
246036 |
Fortieth |
2/14/06 |
|
|
255209 |
Forty-first |
3/30/07 |
|
|
260406 |
Forty-second |
5/25/07 |
|
|
261094 |
Forty-third |
10/2/07 |
|
|
262632 |
Forty-fourth |
4/10/08 |
|
|
264534 |
Forty-fifth |
3/8/10 |
|
|
270624 |
Forty-sixth |
6/24/10 |
|
|
271378 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
PAYETTE COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
13 |
323 |
40996 |
First |
10/5/39 |
15 |
9 |
45230 |
Second |
11/29/43 |
17 |
119 |
55653 |
Third |
2/15/47 |
18 |
403 |
65291 |
Fourth |
5/20/48 |
20 |
443 |
70002 |
Fifth |
12/3/49 |
21 |
558 |
74786 |
Sixth |
11/6/51 |
24 |
437 |
80880 |
Seventh |
1/29/57 |
29 |
569 |
96539 |
Eighth |
8/16/57 |
35 |
220 |
98240 |
Ninth |
1/20/58 |
31 |
311 |
99403 |
Tenth |
5/7/58 |
33 |
327 |
100457 |
Eleventh |
11/14/58 |
34 |
301 |
102262 |
Twelfth |
6/22/59 |
35 |
295 |
104624 |
Thirteenth |
12/29/60 |
38 |
147 |
109381 |
Fourteenth |
12/11/61 |
39 |
424 |
112450 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/23/66 |
44 |
562A |
127139 |
Seventeenth |
11/7/66 |
44 |
768 |
128473 |
Eighteenth |
11/6/72 |
45 |
1707 |
148339 |
Nineteenth |
2/12/74 |
|
|
153530 |
Twentieth |
8/27/74 |
|
|
155801 |
Twenty-first |
11/21/74 |
|
|
156622 |
Twenty-second |
12/16/76 |
|
|
165630 |
Twenty-third |
8/30/78 |
|
|
174921 |
Twenty-fourth |
9/25/79 |
|
|
181028 |
Twenty-fifth |
1/12/82 |
|
|
192300 |
Twenty-sixth |
6/17/82 |
|
|
194519 |
Twenty-seventh |
7/24/86 |
|
|
214639 |
Twenty-eighth |
12/7/89 |
|
|
228773 |
Twenty-ninth |
3/19/90 |
|
|
229839 |
Thirtieth |
3/8/91 |
|
|
233687 |
Thirty-first |
9/6/91 |
|
|
235839 |
Thirty-second |
5/7/92 |
|
|
238825 |
Thirty-third |
5/27/93 |
|
|
243900 |
Thirty-fourth |
4/28/94 |
|
|
249528 |
Thirty-fifth |
1/8/01 |
|
|
291553 |
Thirty-sixth |
12/6/01 |
|
|
297673 |
Thirty-seventh |
7/22/03 |
|
|
311129 |
Thirty-eighth |
10/31/03 |
|
|
313969 |
Thirty-ninth |
12/3/03 |
|
|
314671 |
Fortieth |
2/16/06 |
|
|
333012 |
Forty-first |
3/30/07 |
|
|
343453 |
Forty-second |
5/25/07 |
|
|
345064 |
Forty-third |
10/2/07 |
|
|
348487 |
Forty-fourth |
4/10/08 |
|
|
352618 |
Forty-fifth |
3/5/10 |
|
|
365316 |
Forty-sixth |
6/24/10 |
|
|
367182 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
POWER COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
44 |
158 |
53981 |
First |
9/30/39 |
88 |
389 |
56219 |
Second |
11/29/43 |
44 |
223 |
61385 |
Third |
2/18/47 |
44 |
357 |
65079 |
Fourth |
6/2/48 |
44 |
376 |
66385 |
Fifth |
12/5/49 |
44 |
394 |
68043 |
Sixth |
11/6/51 |
44 |
418 |
70524 |
Seventh |
1/29/57 |
44 |
468 |
76393 |
Eighth |
8/16/57 |
44 |
474 |
76920 |
Ninth |
1/2/58 |
44 |
486 |
77441 |
Tenth |
4/25/58 |
44 |
492 |
77772 |
Eleventh |
10/29/58 |
44 |
498 |
78578 |
Twelfth |
6/9/59 |
44 |
504 |
79350 |
Thirteenth |
12/12/60 |
44 |
534 |
81366 |
Fourteenth |
11/24/61 |
44 |
539 |
82772 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
44 |
589 |
89261 |
Seventeenth |
11/15/66 |
44 |
595 |
89976 |
Eighteenth |
11/6/72 |
|
|
100246 |
Nineteenth |
1/31/74 |
|
|
102931 |
Twentieth |
8/20/74 |
|
|
204217 |
Twenty-first |
11/14/74 |
|
|
104658 |
Twenty-second |
12/16/76 |
|
|
109723 |
Twenty-third |
8/25/78 |
|
|
115186 |
Twenty-fourth |
9/24/79 |
|
|
118677 |
Twenty-fifth |
1/13/82 |
|
|
125593 |
Twenty-sixth |
6/17/82 |
|
|
127074 |
Twenty-seventh |
7/24/86 |
|
|
141468 |
Twenty-eighth |
12/5/89 |
|
|
Drawer 8 |
Twenty-ninth |
3/19/90 |
|
|
152669 |
Thirtieth |
3/11/91 |
|
|
154713 |
Thirty-first |
9/9/91 |
|
|
155735 |
Thirty-second |
5/11/92 |
|
|
157121 |
Thirty-third |
5/27/93 |
|
|
159406 |
Thirty-fourth |
4/28/94 |
|
|
161297 |
Thirty-fifth |
1/9/01 |
|
|
176480 |
Thirty-sixth |
1/28/02 |
|
|
178961 |
Thirty-seventh |
7/21/03 |
|
|
182919 |
Thirty-eighth |
11/3/03 |
|
|
183765 |
Thirty-ninth |
12/4/03 |
|
|
183961 |
Fortieth |
2/15/06 |
|
|
188768 |
Forty-first |
3/30/07 |
|
|
191364 |
Forty-second |
5/30/07 |
|
|
191749 |
Forty-third |
10/4/07 |
|
|
192682 |
Forty-fourth |
4/11/08 |
|
|
193680 |
Forty-fifth |
3/8/10 |
|
|
197817 |
Forty-sixth |
6/25/10 |
|
|
198475 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
TWIN FALLS COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
115 |
399 |
287572 |
First |
10/4/39 |
117 |
617 |
303412 |
Second |
12/6/43 |
125 |
469 |
337529 |
Third |
2/26/47 |
135 |
559 |
368840 |
Fourth |
5/20/48 |
143 |
551 |
381631 |
Fifth |
12/15/49 |
152 |
173 |
395320 |
Sixth |
11/17/51 |
160 |
194 |
414065 |
Seventh |
1/29/57 |
176 |
186 |
460892 |
Eighth |
9/7/57 |
178 |
127 |
466243 |
Ninth |
1/2/58 |
181 |
178 |
469040 |
Tenth |
4/23/58 |
181 |
297 |
472230 |
Eleventh |
10/29/58 |
183 |
175 |
476951 |
Twelfth |
6/4/59 |
185 |
329 |
483618 |
Thirteenth |
12/12/60 |
193 |
222 |
498667 |
Fourteenth |
11/27/61 |
196 |
102 |
508340 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/17/66 |
206 |
1655 |
564329 |
Seventeenth |
11/7/66 |
206 |
2145 |
569887 |
Eighteenth |
11/10/72 |
209 |
939 |
642381 |
Nineteenth |
2/7/74 |
209 |
3000 |
660774 |
Twentieth |
8/20/74 |
210 |
864 |
669472 |
Twenty-first |
11/15/74 |
210 |
1219 |
672628 |
Twenty-second |
12/21/76 |
211 |
2483 |
707155 |
Twenty-third |
9/6/78 |
213 |
3203 |
743941 |
Twenty-fourth |
10/19/79 |
|
|
770079 |
Twenty-fifth |
1/20/82 |
|
|
815641 |
Twenty-sixth |
6/17/82 |
|
|
823112 |
Twenty-seventh |
7/24/86 |
|
|
905549 |
Twenty-eighth |
12/5/89 |
|
|
963561 |
Twenty-ninth |
3/19/90 |
|
|
967727 |
Thirtieth |
3/8/91 |
|
|
983087 |
Thirty-first |
9/6/91 |
|
|
007589 |
Thirty-second |
5/7/92 |
|
|
92006294 |
Thirty-third |
5/27/93 |
|
|
1993007426 |
Thirty-fourth |
4/27/94 |
|
|
1994007395 |
Thirty-fifth |
1/9/01 |
|
|
2001000357 |
Thirty-sixth |
12/11/01 |
|
|
2001-022746 |
Thirty-seventh |
7/21/03 |
|
|
2003-018637 |
Thirty-eighth |
11/3/03 |
|
|
2003-028544 |
Thirty-ninth |
12/3/03 |
|
|
2003-031051 |
Fortieth |
2/14/06 |
|
|
2006-003601 |
Forty-first |
3/30/07 |
|
|
2007-007252 |
Forty-second |
5/25/07 |
|
|
2007-012643 |
Forty-third |
10/2/07 |
|
|
2007-024264 |
Forty-fourth |
4/10/08 |
|
|
2008-007997 |
Forty-fifth |
3/5/10 |
|
|
2010-004423 |
Forty-sixth |
6/24/10 |
|
|
2010-012606 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
VALLEY COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/11/43 |
14 |
387 |
30708 |
First |
6/11/43 |
14 |
477 |
30709 |
Second |
11/30/43 |
14 |
518 |
31497 |
Third |
2/18/47 |
16 |
67 |
35881 |
Fourth |
5/20/48 |
16 |
198 |
37610 |
Fifth |
12/1/49 |
17 |
317 |
40616 |
Sixth |
11/7/51 |
17 |
525 |
43585 |
Seventh |
1/29/57 |
18 |
536 |
50692 |
Eighth |
8/16/57 |
19 |
304 |
51351 |
Ninth |
1/2/58 |
18 |
644 |
51871 |
Tenth |
4/24/58 |
20 |
43 |
52149 |
Eleventh |
10/29/58 |
20 |
109 |
53073 |
Twelfth |
6/4/59 |
20 |
203 |
53903 |
Thirteenth |
12/10/60 |
20 |
395 |
56310 |
Fourteenth |
11/25/61 |
20 |
501 |
57739 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/23/66 |
22 |
599 |
65142 |
Seventeenth |
11/7/66 |
24 |
31 |
66108 |
Eighteenth |
11/9/72 |
|
|
77694 |
Nineteenth |
1/31/74 |
|
|
81377 |
Twentieth |
8/27/74 |
|
|
82871 |
Twenty-first |
11/14/74 |
|
|
83581 |
Twenty-second |
12/28/76 |
|
|
90326 |
Twenty-third |
9/6/78 |
|
|
97512 |
Twenty-fourth |
3/28/79 |
|
|
102707 |
Twenty-fifth |
1/20/82 |
|
|
118171 |
Twenty-sixth |
6/17/82 |
|
|
120873 |
Twenty-seventh |
7/24/86 |
|
|
149180 |
Twenty-eighth |
12/5/89 |
|
|
Drawer 3 |
Twenty-ninth |
3/19/90 |
|
|
172223 |
Thirtieth |
3/8/91 |
|
|
179103 |
Thirty-first |
9/6/91 |
|
|
182727 |
Thirty-second |
5/8/92 |
|
|
154311 |
Thirty-third |
5/27/93 |
|
|
196193 |
Thirty-fourth |
4/28/94 |
|
|
203559 |
Thirty-fifth |
1/16/01 |
|
|
252100 |
Thirty-sixth |
12/6/01 |
|
|
258940 |
Thirty-seventh |
7/21/03 |
|
|
273926 |
Thirty-eighth |
11/4/03 |
|
|
277620 |
Thirty-ninth |
12/3/03 |
|
|
278505 |
Fortieth |
2/14/06 |
|
|
305886 |
Forty-first |
3/30/07 |
|
|
319966 |
Forty-second |
6/5/07 |
|
|
322044 |
Forty-third |
10/5/07 |
|
|
325736 |
Forty-fourth |
4/10/08 |
|
|
330645 |
Forty-fifth |
3/8/10 |
|
|
349955 |
Forty-sixth |
6/24/10 |
|
|
352800 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
WASHINGTON COUNTY, IDAHO |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
36 |
20 |
58726 |
First |
9/30/39 |
36 |
544 |
60609 |
Second |
11/29/43 |
38 |
251 |
65031 |
Third |
2/26/47 |
39 |
583 |
70215 |
Fourth |
6/2/48 |
40 |
413 |
72205 |
Fifth |
12/15/49 |
41 |
416 |
74054 |
Sixth |
11/17/51 |
43 |
17 |
76392 |
Seventh |
1/29/57 |
46 |
229 |
81975 |
Eighth |
8/16/57 |
46 |
378 |
82553 |
Ninth |
1/2/58 |
47 |
3 |
82875 |
Tenth |
4/23/58 |
47 |
127 |
83145 |
Eleventh |
11/14/58 |
47 |
376 |
83712 |
Twelfth |
6/22/59 |
47 |
621 |
84336 |
Thirteenth |
12/29/60 |
48 |
513 |
85647 |
Fourteenth |
12/11/61 |
49 |
239 |
86400 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
53 |
309 |
91054 |
Seventeenth |
11/23/66 |
53 |
635 |
91627 |
Eighteenth |
11/6/72 |
57 |
492 |
97867 |
Nineteenth |
1/31/74 |
57 |
784 |
100975 |
Twentieth |
8/20/74 |
57 |
887 |
102358 |
Twenty-first |
11/14/74 |
57 |
950 |
102936 |
Twenty-second |
12/16/76 |
58 |
508 |
109036 |
Twenty-third |
8/25/78 |
59 |
157 |
114530 |
Twenty-fourth |
9/21/79 |
|
|
118193 |
Twenty-fifth |
1/15/81 |
|
|
125914 |
Twenty-sixth |
6/16/82 |
|
|
127291 |
Twenty-seventh |
7/24/86 |
|
|
140855 |
Twenty-eighth |
12/5/89 |
|
|
148359 |
Twenty-ninth |
3/19/90 |
|
|
148963 |
Thirtieth |
3/8/91 |
|
|
151207 |
Thirty-first |
9/6/91 |
|
|
152694 |
Thirty-second |
5/7/92 |
|
|
187349 |
Thirty-third |
5/27/93 |
|
|
157031 |
Thirty-fourth |
4/28/94 |
|
|
160001 |
Thirty-fifth |
1/8/01 |
|
|
181643 |
Thirty-sixth |
12/6/01 |
|
|
184475 |
Thirty-seventh |
7/18/03 |
|
|
190382 |
Thirty-eighth |
10/31/03 |
|
|
191708 |
Thirty-ninth |
12/3/03 |
|
|
192068 |
Fortieth |
2/14/06 |
|
|
200219 |
Forty-first |
3/30/07 |
|
|
204900 |
Forty-second |
5/25/07 |
|
|
205566 |
Forty-third |
10/10/07 |
|
|
207041 |
Forty-fourth |
4/10/08 |
|
|
209002 |
Forty-fifth |
3/5/10 |
|
|
214517 |
Forty-sixth |
6/24/10 |
|
|
215368 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
BAKER COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/22/37 |
74 |
128 |
94732 |
First |
9/30/39 |
75 |
514 |
4696 |
Second |
12/1/43 |
78 |
446 |
11827 |
Third |
2/18/47 |
82 |
145 |
2859 |
Fourth |
5/20/48 |
85 |
107 |
10581 |
Fifth |
12/1/49 |
88 |
225 |
|
Sixth |
11/6/51 |
92 |
574 |
|
Seventh |
1/30/57 |
101 |
044 |
60450 |
Eighth |
8/19/57 |
101 |
1088 |
63621 |
Ninth |
1/2/58 |
102 |
233 |
65648 |
Tenth |
4/23/58 |
102 |
638 |
67251 |
Eleventh |
10/30/58 |
102 |
1451 |
70034 |
Twelfth |
6/4/59 |
103 |
959 |
73388 |
Thirteenth |
12/12/60 |
105 |
942 |
81646 |
Fourteenth |
11/24/61 |
106 |
776 |
86648 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
66-19 |
064 |
6638 |
Seventeenth |
11/7/66 |
66-45 |
009 |
9073 |
Eighteenth |
11/6/72 |
72-45 |
009 |
41572 |
Nineteenth |
1/31/74 |
74-05 |
079 |
49425 |
Twentieth |
8/21/74 |
74-34 |
043 |
53396 |
Twenty-first |
11/14/74 |
|
|
55121 |
Twenty-second |
12/16/76 |
76-51 |
046 |
15011 |
Twenty-third |
8/25/78 |
78-34-119 |
78-34-150 |
01317 |
Twenty-fourth |
9/21/79 |
|
|
11148 |
Twenty-fifth |
1/14/82 |
|
|
35307 |
Twenty-sixth |
6/17/82 |
|
|
37912 |
Twenty-seventh |
7/28/86 |
|
|
18753 |
Twenty-eighth |
12/6/89 |
D89-49-098-113 |
16 |
|
Twenty-ninth |
3/19/90 |
|
|
9012029 |
Thirtieth |
3/11/91 |
|
|
9111017 |
Thirty-first |
9/9/91 |
D91-37-053-074 |
|
|
Thirty-second |
5/8/92 |
D92-19-046 |
|
|
Thirty-third |
5/28/93 |
|
|
9322017 |
Thirty-fourth |
4/28/94 |
|
|
9417171 |
Thirty-fifth |
1/22/01 |
|
|
B01040069 |
Thirty-sixth |
12/17/01 |
|
|
B01510161 |
Thirty-seventh |
7/21/03 |
|
|
B0329 0149 |
Thirty-eighth |
11/7/03 |
|
|
B0345 0056 |
Thirty-ninth |
12/4/03 |
|
|
B03480277B |
Fortieth |
4/5/06 |
|
|
B06140224 |
Forty-first |
3/30/07 |
|
|
B07140066 |
Forty-second |
5/30/07 |
|
|
B07220205 |
Forty-third |
10/3/07 |
|
|
B07400385 |
Forty-fourth |
4/14/08 |
|
|
B08160118 |
Forty-fifth |
3/8/10 |
|
|
10100082 |
Forty-sixth |
6/25/10 |
|
|
B10260016 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
GRANT COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/9/72 |
|
|
68533 |
First |
6/9/72 |
|
|
68534 |
Second |
6/9/72 |
|
|
68535 |
Third |
6/9/72 |
|
|
68536 |
Fourth |
6/9/72 |
|
|
68537 |
Fifth |
6/9/72 |
|
|
68538 |
Sixth |
6/9/72 |
|
|
68539 |
Seventh |
6/9/72 |
|
|
68540 |
Eighth |
6/9/72 |
|
|
68541 |
Ninth |
6/9/72 |
|
|
68542 |
Tenth |
6/9/72 |
|
|
68543 |
Eleventh |
6/9/72 |
|
|
68544 |
Twelfth |
6/9/72 |
|
|
68545 |
Thirteenth |
6/9/72 |
|
|
68546 |
Fourteenth |
6/9/72 |
|
|
68547 |
Fifteenth* |
|
|
|
|
Sixteenth |
6/9/72 |
|
|
68548 |
Seventeenth |
6/9/72 |
|
|
68549 |
Eighteenth |
11/6/72 |
43 |
187 |
69544 |
Nineteenth |
1/31/74 |
44 |
20 |
72555 |
Twentieth |
8/20/74 |
44 |
428 |
74021 |
Twenty-first |
11/14/74 |
44 |
580 |
74796 |
Twenty-second |
12/16/76 |
46 |
410 |
80159 |
Twenty-third |
8/31/78 |
48 |
345 |
85250 |
Twenty-fourth |
9/21/79 |
|
|
88335 |
Twenty-fifth |
1/14/82 |
|
|
96523 |
Twenty-sixth |
6/17/82 |
|
|
97629 |
Twenty-seventh |
7/28/86 |
|
|
110404 |
Twenty-eighth |
12/6/89 |
61 |
432 |
|
Twenty-ninth |
3/19/90 |
|
|
120371 |
Thirtieth |
3/11/91 |
|
|
910169 |
Thirty-first |
9/9/91 |
|
|
911510 |
Thirty-second |
5/8/92 |
|
|
920806 |
Thirty-third |
5/28/93 |
|
|
930859 |
Thirty-fourth |
5/4/94 |
|
|
940851 |
Thirty-fifth |
1/22/01 |
|
|
210181 |
Thirty-sixth |
12/7/01 |
|
|
213152 |
Thirty-seventh |
7/21/03 |
|
|
2189 |
Thirty-eighth |
11/3/03 |
|
|
033288 |
Thirty-ninth |
12/5/03 |
|
|
20033565B |
Fortieth |
2/15/06 |
|
|
20060334 |
Forty-first |
4/2/07 |
|
|
20070891 |
Forty-second |
5/29/07 |
|
|
20071429 |
Forty-third |
10/3/07 |
|
|
20072735 |
Forty-fourth |
4/11/08 |
|
|
20080865 |
Forty-fifth |
3/8/10 |
|
|
20100410 |
Forty-sixth |
6/25/10 |
|
|
101115 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
HARNEY COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/46 |
Q |
337 |
70608 |
First |
10/18/46 |
Q |
421 |
70609 |
Second |
10/18/46 |
Q |
429 |
70610 |
Third |
2/19/47 |
R |
6 |
71570 |
Fourth |
5/22/48 |
R |
576 |
75339 |
Fifth |
12/2/49 |
S |
615 |
79188 |
Sixth |
11/6/51 |
U |
33 |
84135 |
Seventh |
2/11/57 |
Y |
322 |
98538 |
Eighth |
8/19/57 |
Y |
523 |
99965 |
Ninth |
1/20/58 |
Z |
82 |
101111 |
Tenth |
5/1/58 |
Z |
233 |
101882 |
Eleventh |
11/3/58 |
Z |
496 |
103047 |
Twelfth |
6/9/59 |
A-1 |
188 |
104640 |
Thirteenth |
12/12/60 |
A-2 |
239 |
108334 |
Fourteenth |
11/24/61 |
A-3 |
199 |
111242 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
A-8 |
346 |
124906 |
Seventeenth |
11/7/66 |
A-9 |
84 |
126398 |
Eighteenth |
11/6/72 |
A-15 |
74 |
144160 |
Nineteenth |
2/1/74 |
A-16 |
137 |
147772 |
Twentieth |
8/20/74 |
A-16 |
485 |
149463 |
Twenty-first |
11/15/74 |
A-16 |
654 |
150182 |
Twenty-second |
12/20/76 |
A-19 |
400 |
167848 |
Twenty-third |
8/25/78 |
A-24 |
670 |
175064 |
Twenty-fourth |
9/24/79 |
|
|
179238 |
Twenty-fifth |
1/14/82 |
|
|
189688 |
Twenty-sixth |
6/17/82 |
|
|
190842 |
Twenty-seventh |
7/28/86 |
|
|
861050 |
Twenty-eighth |
12/6/89 |
|
|
891738 |
Twenty-ninth |
3/19/90 |
|
|
900359 |
Thirtieth |
3/11/91 |
|
|
910296 |
Thirty-first |
9/9/91 |
|
|
911345 |
Thirty-second |
5/8/92 |
|
|
920678 |
Thirty-third |
5/28/93 |
|
|
930740 |
Thirty-fourth |
4/28/94 |
|
|
940796 |
Thirty-fifth |
1/22/01 |
|
|
20010141 |
Thirty-sixth |
12/10/01 |
|
|
20012300 |
Thirty-seventh |
7/21/03 |
|
|
20031431 |
Thirty-eighth |
11/4/03 |
|
|
20032207 |
Thirty-ninth |
12/4/03 |
|
|
20032377 |
Fortieth |
2/16/06 |
|
|
20060315 |
Forty-first |
3/30/07 |
|
|
20070704 |
Forty-second |
5/29/07 |
|
|
20071188 |
Forty-third |
10/3/07 |
|
|
20072214 |
Forty-fourth |
4/14/08 |
|
|
20080605 |
Forty-fifth |
3/8/10 |
|
|
20100273 |
Forty-sixth |
6/25/10 |
|
|
20100709 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
MALHEUR COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/16/37 |
21 |
293 |
112125 |
First |
10/6/39 |
24 |
346 |
125761 |
Second |
12/6/43 |
31 |
274 |
19809 |
Third |
2/27/47 |
38 |
386 |
47221 |
Fourth |
6/2/48 |
43 |
384 |
59655 |
Fifth |
12/15/49 |
50 |
5-26 |
1020 |
Sixth |
11/19/51 |
59 |
213 |
17931 |
Seventh |
2/6/57 |
81 |
290 |
10527 |
Eighth |
9/10/57 |
84 |
135 |
15927 |
Ninth |
1/22/58 |
85 |
464 |
18801 |
Tenth |
4/28/58 |
86 |
503 |
1405 |
Eleventh |
11/14/58 |
89 |
32 |
5907 |
Twelfth |
6/22/59 |
91 |
564 |
12210 |
Thirteenth |
12/29/60 |
98 |
595 |
25133 |
Fourteenth |
12/12/61 |
102 |
227 |
33871 |
Fifteenth* |
|
|
|
|
Sixteenth |
6/7/66 |
119 |
138 |
73603 |
Seventeenth |
11/18/66 |
120 |
177 |
76832 |
Eighteenth |
11/8/72 |
|
|
139311 |
Nineteenth |
2/7/74 |
|
|
154157 |
Twentieth |
8/28/74 |
|
|
160821 |
Twenty-first |
11/21/74 |
|
|
163442 |
Twenty-second |
12/28/76 |
|
|
24602 |
Twenty-third |
9/6/78 |
|
|
51133 |
Twenty-fourth |
9/28/79 |
|
|
68872 |
Twenty-fifth |
1/19/82 |
|
|
82-993559 |
Twenty-sixth |
6/22/82 |
|
|
82-104958 |
Twenty-seventh |
7/24/86 |
|
|
86-4840 |
Twenty-eighth |
12/5/89 |
|
|
89-39609 |
Twenty-ninth |
3/19/90 |
|
|
90-1848 |
Thirtieth |
3/8/91 |
|
|
91-1302 |
Thirty-first |
9/6/91 |
|
|
91-5774 |
Thirty-second |
5/7/92 |
|
|
92-3270 |
Thirty-third |
5/27/93 |
|
|
93-3278 |
Thirty-fourth |
4/27/94 |
|
|
94-3020 |
Thirty-fifth |
1/12/01 |
|
|
2001-287 |
Thirty-sixth |
12/6/01 |
|
|
2001-8680 |
Thirty-seventh |
7/18/03 |
|
|
2003-5749 |
Thirty-eighth |
10/31/03 |
|
|
2003-8800 |
Thirty-ninth |
12/3/03 |
|
|
2003-9816 |
Fortieth |
2/28/06 |
|
|
2006-1391 |
Forty-first |
3/30/07 |
|
|
2007-2396 |
Forty-second |
5/25/07 |
|
|
2007-3947 |
Forty-third |
10/2/07 |
|
|
2007-7420 |
Forty-fourth |
4/10/08 |
|
|
2008-2291 |
Forty-fifth |
3/5/10 |
|
|
2010-1388 |
Forty-sixth |
6/24/10 |
|
|
2010-3850 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
MORROW COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
9/28/78 |
|
|
14114 |
First |
9/28/78 |
|
|
14115 |
Second |
9/28/78 |
|
|
14116 |
Third |
9/28/78 |
|
|
14117 |
Fourth |
9/28/78 |
|
|
14118 |
Fifth |
9/28/78 |
|
|
14119 |
Sixth |
9/28/78 |
|
|
14120 |
Seventh |
9/28/78 |
|
|
14121 |
Eighth |
9/28/78 |
|
|
14122 |
Ninth |
9/28/78 |
|
|
14123 |
Tenth |
9/28/78 |
|
|
14124 |
Eleventh |
9/28/78 |
|
|
14125 |
Twelfth |
9/28/78 |
|
|
14126 |
Thirteenth |
9/28/78 |
|
|
14127 |
Fourteenth |
9/28/78 |
|
|
14128 |
Fifteenth* |
|
|
|
|
Sixteenth |
9/28/78 |
|
|
14129 |
Seventeenth |
9/28/78 |
|
|
14130 |
Eighteenth |
9/28/78 |
|
|
14131 |
Nineteenth |
9/28/78 |
|
|
14132 |
Twentieth |
9/28/78 |
|
|
14133 |
Twenty-first |
9/28/78 |
|
|
14134 |
Twenty-second |
9/28/78 |
|
|
14135 |
Twenty-third |
9/29/78 |
|
|
14136 |
Twenty-fourth |
9/28/79 |
|
|
123410 |
Twenty-fifth |
1/27/82 |
|
|
127687 |
Twenty-sixth |
6/18/82 |
|
|
20499 |
Twenty-seventh |
8/8/86 |
|
|
135163 |
Twenty-eighth |
12/6/89 |
|
|
M-34008 |
Twenty-ninth |
3/19/90 |
|
|
34664 |
Thirtieth |
3/11/91 |
|
|
M-36367 |
Thirty-first |
3/11/91 |
|
|
M-37263 |
Thirty-second |
5/8/92 |
|
|
M-38466 |
Thirty-third |
5/28/93 |
|
|
M-40524 |
Thirty-fourth |
4/28/94 |
|
|
M-42607 |
Thirty-fifth |
1/16/01 |
|
|
2001-74 |
Thirty-sixth |
7/29/10 |
|
|
2010-26586 |
Thirty-seventh |
7/29/10 |
|
|
2010-26587 |
Thirty-eighth |
7/29/10 |
|
|
2010-26588 |
Thirty-ninth |
7/29/10 |
|
|
2010-26590 |
Fortieth |
7/29/10 |
|
|
2010-26591 |
Forty-first |
7/29/10 |
|
|
2010-26592 |
Forty-second |
7/29/10 |
|
|
2010-26593 |
Forty-third |
7/29/10 |
|
|
2010-26594 |
Forty-fourth |
7/29/10 |
|
|
2010-26595 |
Forty-fifth |
7/29/10 |
|
|
2010-26596 |
Forty-sixth |
|
|
|
|
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
UNION COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/1/55 |
|
|
41520 |
First |
10/1/55 |
|
|
41521 |
Second |
10/1/55 |
|
|
41522 |
Third |
10/1/55 |
|
|
41523 |
Fourth |
10/1/55 |
|
|
41524 |
Fifth |
10/1/55 |
|
|
41524 |
Sixth |
10/1/55 |
|
|
41526 |
Seventh |
1/29/57 |
118 |
516 |
46427 |
Eighth |
8/27/57 |
119 |
568 |
48437 |
Ninth |
1/2/58 |
120 |
254 |
49854 |
Tenth |
4/22/58 |
120 |
531 |
50903 |
Eleventh |
11/3/58 |
121 |
470 |
52719 |
Twelfth |
6/4/59 |
122 |
385 |
54981 |
Thirteenth |
12/13/60 |
124 |
694 |
60439 |
Fourteenth |
11/27/61 |
126 |
172 |
63920 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
134 |
393 |
12192 |
Seventeenth |
11/7/66 |
135 |
413 |
13941 |
Eighteenth |
11/7/72 |
|
|
41380 |
Nineteenth |
2/7/74 |
|
|
48357 |
Twentieth |
8/28/74 |
|
|
51734 |
Twenty-first |
11/15/74 |
|
|
52889 |
Twenty-second |
12/17/76 |
|
|
65997 |
Twenty-third |
9/6/78 |
|
|
79646 |
Twenty-fourth |
10/1/79 |
|
|
87770 |
Twenty-fifth |
1/27/82 |
|
|
104290 |
Twenty-sixth |
6/18/82 |
|
|
105466 |
Twenty-seventh |
7/28/86 |
|
|
119524 |
Twenty-eighth |
12/6/89 |
|
|
131912 |
Twenty-ninth |
3/19/90 |
|
|
132791 |
Thirtieth |
3/11/91 |
|
|
136424 |
Thirty-first |
9/9/91 |
|
|
138538 |
Thirty-second |
5/11/92 |
|
|
141586 |
Thirty-third |
6/1/93 |
|
|
147495 |
Thirty-fourth |
4/28/94 |
|
|
153406 |
Thirty-fifth |
1/22/01 |
|
|
20010266 |
Thirty-sixth |
12/7/01 |
|
|
20015583 |
Thirty-seventh |
7/21/03 |
|
|
20034754 |
Thirty-eighth |
11/3/03 |
|
|
20037473 |
Thirty-ninth |
12/4/03 |
|
|
20038087 |
Fortieth |
2/15/06 |
|
|
20060725 |
Forty-first |
3/30/07 |
|
|
20071604 |
Forty-second |
6/15/07 |
|
|
20073197 |
Forty-third |
10/11/07 |
|
|
20075750 |
Forty-fourth |
4/18/08 |
|
|
2008-1599 |
Forty-fifth |
3/8/10 |
|
|
20100892 |
Forty-sixth |
6/25/10 |
|
|
20102202 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
WALLOWA COUNTY, OREGON |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
6/12/59 |
|
|
55284 |
First |
6/12/59 |
|
|
55285 |
Second |
6/12/59 |
|
|
55286 |
Third |
6/12/59 |
|
|
55287 |
Fourth |
6/12/59 |
|
|
55288 |
Fifth |
6/12/59 |
|
|
55289 |
Sixth |
6/12/59 |
|
|
55290 |
Seventh |
6/12/59 |
|
|
55291 |
Eighth |
6/12/59 |
|
|
55292 |
Ninth |
6/12/59 |
|
|
55293 |
Tenth |
6/12/59 |
|
|
55294 |
Eleventh |
6/12/59 |
|
|
55295 |
Twelfth |
6/12/59 |
60 |
454 |
55297 |
Thirteenth |
12/12/60 |
61 |
613 |
58124 |
Fourteenth |
11/28/61 |
62 |
490 |
59930 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/13/66 |
66 |
335 |
68163 |
Seventeenth |
11/7/66 |
66 |
663 |
68974 |
Eighteenth |
11/7/72 |
72 |
178 |
80964 |
Nineteenth |
1/31/74 |
74 |
2 |
83916 |
Twentieth |
8/21/74 |
74 |
416 |
85247 |
Twenty-first |
11/14/74 |
74 |
643 |
85875 |
Twenty-second |
12/17/76 |
77 |
157 |
91105 |
Twenty-third |
8/25/78 |
80 |
267 |
96947 |
Twenty-fourth |
9/21/79 |
|
|
101151-A |
Twenty-fifth |
1/13/82 |
|
|
03504 |
Twenty-sixth |
6/17/82 |
|
|
04464 |
Twenty-seventh |
7/28/86 |
|
|
10961 |
Twenty-eighth |
12/6/89 |
99 |
1 |
|
Twenty-ninth |
3/21/90 |
|
|
16873 |
Thirtieth |
3/11/91 |
|
|
91-18544 |
Thirty-first |
9/9/91 |
|
|
91-19642 |
Thirty-second |
5/8/92 |
|
|
92-21126 |
Thirty-third |
6/7/93 |
|
|
23712 |
Thirty-fourth |
4/28/94 |
|
|
26133 |
Thirty-fifth |
1/22/01 |
|
|
200142584 |
Thirty-sixth |
12/7/01 |
|
|
044446 |
Thirty-seventh |
2/27/04 |
|
|
048595 |
Thirty-eighth |
11/3/03 |
|
|
03-49410 |
Thirty-ninth |
12/4/03 |
|
|
03-49624 |
Fortieth |
2/15/06 |
|
|
2006-55000 |
Forty-first |
3/30/07 |
|
|
57506 |
Forty-second |
6/4/07 |
|
|
2007-57870 |
Forty-third |
10/4/07 |
|
|
200758576 |
Forty-fourth |
4/11/08 |
|
|
59563 |
Forty-fifth |
3/8/10 |
|
|
63323 |
Forty-sixth |
6/28/10 |
|
|
63806 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
ELKO COUNTY, NEVADA |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
10/18/37 |
4 |
39 |
65874 |
First |
10/2/39 |
4 |
295 |
71475 |
Second |
12/1/43 |
5 |
266 |
82445 |
Third |
2/19/47 |
6 |
411 |
93620 |
Fourth |
6/4/48 |
R&C M |
|
99822 |
Fifth |
12/2/49 |
7 |
390 |
106050 |
Sixth |
11/6/51 |
21 |
384 |
113985 |
Seventh |
1/30/57 |
29 |
413 |
10048 |
Eighth |
8/19/57 |
30 |
379 |
11852 |
Ninth |
1/2/58 |
31 |
145 |
12838 |
Tenth |
4/23/58 |
31 |
372 |
13381 |
Eleventh |
11/17/58 |
32 |
492 |
15084 |
Twelfth |
6/5/59 |
34 |
253 |
16276 |
Thirteenth |
12/13/60 |
9 |
335 |
2721 |
Fourteenth |
11/27/61 |
20 |
202 |
6720 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/27/66 |
69 |
108 |
24897 |
Seventeenth |
11/7/66 |
75 |
589 |
27864 |
Eighteenth |
11/13/72 |
170 |
387 |
72180 |
Nineteenth |
2/1/74 |
189 |
477 |
80550 |
Twentieth |
9/3/74 |
200 |
297 |
85424 |
Twenty-first |
12/2/74 |
205 |
89 |
87712 |
Twenty-second |
1/6/77 |
241 |
289 |
102743 |
Twenty-third |
9/7/78 |
275 |
453 |
115844 |
Twenty-fourth |
10/9/79 |
|
|
127348 |
Twenty-fifth |
1/27/82 |
|
|
159761 |
Twenty-sixth |
6/17/82 |
|
|
163894 |
Twenty-seventh |
7/28/86 |
|
|
217231 |
Twenty-eighth |
12/8/89 |
|
|
285930 |
Twenty-ninth |
3/19/90 |
|
|
289311 |
Thirtieth |
3/11/91 |
|
|
303865 |
Thirty-first |
9/9/91 |
|
|
310473 |
Thirty-second |
5/8/92 |
|
|
320836 |
Thirty-third |
6/1/93 |
|
|
338197 |
Thirty-fourth |
4/29/94 |
|
|
352666 |
Thirty-fifth |
1/8/01 |
|
|
465996 |
Thirty-sixth |
12/19/01 |
|
|
43374 |
Thirty-seventh |
9/24/03 |
|
|
506529 |
Thirty-eighth |
12/10/03 |
|
|
511472 |
Thirty-ninth |
12/10/03 |
|
|
511471 |
Fortieth |
2/15/06 |
|
|
548799 |
Forty-first |
3/30/07 |
|
|
570190 |
Forty-second |
5/29/07 |
|
|
573746 |
Forty-third |
10/3/07 |
|
|
582722 |
Forty-fourth |
4/11/08 |
|
|
594006 |
Forty-fifth |
3/8/10 |
|
|
623862 |
Forty-sixth |
6/25/10 |
|
|
627838 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
HUMBOLDT COUNTY, NEVADA |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
5/11/82 |
|
|
221389 |
First |
5/11/82 |
|
|
221390 |
Second |
5/11/82 |
|
|
221391 |
Third |
5/11/82 |
|
|
221392 |
Fourth |
5/11/82 |
|
|
221393 |
Fifth |
5/11/82 |
|
|
221394 |
Sixth |
5/11/82 |
|
|
221395 |
Seventh |
5/11/82 |
|
|
221396 |
Eighth |
5/11/82 |
|
|
221397 |
Ninth |
5/11/82 |
|
|
221398 |
Tenth |
5/11/82 |
|
|
221399 |
Eleventh |
5/11/82 |
|
|
221400 |
Twelfth |
5/11/82 |
|
|
221401 |
Thirteenth |
5/11/82 |
|
|
221402 |
Fourteenth |
5/11/82 |
|
|
221403 |
Fifteenth* |
|
|
|
|
Sixteenth |
5/11/82 |
|
|
221404 |
Seventeenth |
5/11/82 |
|
|
221405 |
Eighteenth |
5/11/82 |
|
|
221406 |
Nineteenth |
5/11/82 |
|
|
221407 |
Twentieth |
5/11/82 |
|
|
221408 |
Twenty-first |
5/11/82 |
|
|
221409 |
Twenty-second |
5/11/82 |
|
|
221410 |
Twenty-third |
5/11/82 |
|
|
221411 |
Twenty-fourth |
5/11/82 |
|
|
221412 |
Twenty-fifth |
5/11/82 |
|
|
221413 |
Twenty-sixth |
6/17/82 |
|
|
222484 |
Twenty-seventh |
7/29/86 |
|
|
259872 |
Twenty-eighth |
12/6/89 |
283 |
202 |
|
Twenty-ninth |
3/20/90 |
|
|
315916 |
Thirtieth |
3/11/91 |
|
|
323700 |
Thirty-first |
9/9/91 |
|
|
327674 |
Thirty-second |
5/8/92 |
|
|
333314 |
Thirty-third |
5/28/93 |
|
|
341674 |
Thirty-fourth |
5/9/94 |
|
|
348823 |
Thirty-fifth |
1/8/01 |
|
|
2001-90 |
Thirty-sixth |
7/29/10 |
|
|
2010-4314 |
Thirty-seventh |
7/29/10 |
|
|
2010-4315 |
Thirty-eighth |
7/29/10 |
|
|
2010-4316 |
Thirty-ninth |
7/29/10 |
|
|
2010-4317 |
Fortieth |
7/29/10 |
|
|
2010-4318 |
Forty-first |
7/29/10 |
|
|
2010-4319 |
Forty-second |
7/29/10 |
|
|
2010-4320 |
Forty-third |
7/29/10 |
|
|
2010-4321 |
Forty-fourth |
7/29/10 |
|
|
2010-4322 |
Forty-fifth |
7/29/10 |
|
|
2010-4323 |
Forty-sixth |
7/29/10 |
|
|
2010-4324 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
LANDER COUNTY, NEVADA |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
8/2/10 |
610 |
1 |
257920 |
First |
8/2/10 |
610 |
1 |
257920 |
Second |
8/2/10 |
610 |
1 |
257920 |
Third |
8/2/10 |
610 |
1 |
257920 |
Fourth |
8/2/10 |
610 |
1 |
257920 |
Fifth |
8/2/10 |
610 |
1 |
257920 |
Sixth |
8/2/10 |
610 |
1 |
257920 |
Seventh |
8/2/10 |
610 |
1 |
257920 |
Eighth |
8/2/10 |
610 |
1 |
257920 |
Ninth |
8/2/10 |
610 |
1 |
257920 |
Tenth |
8/2/10 |
610 |
1 |
257920 |
Eleventh |
8/2/10 |
610 |
1 |
257920 |
Twelfth |
8/2/10 |
610 |
1 |
257920 |
Thirteenth |
8/2/10 |
610 |
1 |
257920 |
Fourteenth |
8/2/10 |
610 |
1 |
257920 |
Fifteenth* |
|
|
|
|
Sixteenth |
8/2/10 |
610 |
1 |
257920 |
Seventeenth |
8/2/10 |
610 |
1 |
257920 |
Eighteenth |
8/2/10 |
610 |
1 |
257920 |
Nineteenth |
8/2/10 |
610 |
1 |
257920 |
Twentieth |
8/2/10 |
610 |
1 |
257920 |
Twenty-first |
8/2/10 |
610 |
1 |
257920 |
Twenty-second |
8/2/10 |
610 |
1 |
257920 |
Twenty-third |
8/2/10 |
610 |
1 |
257920 |
Twenty-fourth |
8/2/10 |
610 |
1 |
257920 |
Twenty-fifth |
8/2/10 |
610 |
1 |
257920 |
Twenty-sixth |
8/2/10 |
610 |
1 |
257920 |
Twenty-seventh |
8/2/10 |
610 |
1 |
257920 |
Twenty-eighth |
8/2/10 |
610 |
1 |
257920 |
Twenty-ninth |
8/2/10 |
610 |
1 |
257920 |
Thirtieth |
8/2/10 |
610 |
1 |
257920 |
Thirty-first |
8/2/10 |
610 |
1 |
257920 |
Thirty-second |
8/2/10 |
610 |
1 |
257920 |
Thirty-third |
8/2/10 |
610 |
1 |
257920 |
Thirty-fourth |
8/2/10 |
610 |
1 |
257920 |
Thirty-fifth |
8/2/10 |
610 |
1 |
257920 |
Thirty-sixth |
8/2/10 |
610 |
1 |
257920 |
Thirty-seventh |
8/2/10 |
610 |
1 |
257920 |
Thirty-eighth |
8/2/10 |
610 |
1 |
257920 |
Thirty-ninth |
8/2/10 |
610 |
1 |
257920 |
Fortieth |
8/2/10 |
610 |
1 |
257920 |
Forty-first |
8/2/10 |
610 |
1 |
257920 |
Forty-second |
8/2/10 |
610 |
1 |
257920 |
Forty-third |
8/2/10 |
610 |
1 |
257920 |
Forty-fourth |
8/2/10 |
610 |
1 |
257920 |
Forty-fifth |
8/2/10 |
610 |
1 |
257920 |
Forty-sixth |
8/2/10 |
610 |
1 |
257920 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
LINCOLN COUNTY, WYOMING |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
2/15/72 |
|
|
U-16707 |
First |
2/15/72 |
|
|
U-16708 |
Second |
2/15/72 |
|
|
U-16709 |
Third |
2/15/72 |
|
|
U-16710 |
Fourth |
2/15/72 |
|
|
U-16711 |
Fifth |
2/15/72 |
|
|
U-16712 |
Sixth |
2/15/72 |
|
|
U-16713 |
Seventh |
2/15/72 |
|
|
U-16714 |
Eighth |
2/15/72 |
|
|
U-16715 |
Ninth |
2/15/72 |
|
|
U-16716 |
Tenth |
2/15/72 |
|
|
U-16717 |
Eleventh |
2/15/72 |
|
|
U-16718 |
Twelfth |
2/15/72 |
|
|
U-16719 |
Thirteenth |
2/15/72 |
|
|
U-16720 |
Fourteenth |
2/15/72 |
|
|
U-16721 |
Fifteenth* |
|
|
|
|
Sixteenth |
2/15/72 |
|
|
U-16722 |
Seventeenth |
2/15/72 |
|
|
U-16723 |
Eighteenth |
11/7/72 |
102 |
159 |
442688 |
Nineteenth |
2/8/74 |
110 |
221 |
453750 |
Twentieth |
9/3/74 |
114 |
379 |
459840 |
Twenty-first |
11/29/74 |
116 |
140 |
461966 |
Twenty-second |
12/29/76 |
132 |
419 |
487221 |
Twenty-third |
9/7/78 |
149 |
120 |
513599 |
Twenty-fourth |
10/2/79 |
|
|
397 |
Twenty-fifth |
1/28/82 |
|
|
339 |
Twenty-sixth |
6/17/82 |
|
|
579262 |
Twenty-seventh |
7/28/86 |
|
|
659212 |
Twenty-eighth |
12/6/89 |
281 |
56 |
|
Twenty-ninth |
3/30/90 |
|
|
715403 |
Thirtieth |
3/11/91 |
|
|
729592 |
Thirty-first |
10/7/91 |
|
|
739346 |
Thirty-second |
5/11/92 |
310 |
77 |
|
Thirty-third |
6/14/93 |
330 |
366 |
|
Thirty-fourth |
4/28/94 |
|
|
782209 |
Thirty-fifth |
1/15/01 |
|
|
870779 |
Thirty-sixth |
1/28/02 |
|
|
878820 |
Thirty-seventh |
9/15/03 |
|
|
893425 |
Thirty-eighth |
12/15/03 |
|
|
895900 |
Thirty-ninth |
12/3/03 |
|
|
896191 |
Fortieth |
4/6/06 |
|
|
000372 |
Forty-first |
4/16/07 |
|
|
928435 |
Forty-second |
6/1/07 |
660 |
170 |
929899 |
Forty-third |
10/12/07 |
675 |
439 |
934017 |
Forty-fourth |
4/14/08 |
|
|
938225 |
Forty-fifth |
3/8/10 |
|
|
952409 |
Forty-sixth |
6/28/10 |
|
|
954140 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT A
SWEETWATER COUNTY, WYOMING |
||||
Supplemental Indenture |
Date Recorded |
Book |
Page |
Instrument No. |
Original Mortgage |
7/6/71 |
|
|
26509 |
First |
7/6/71 |
|
|
26510 |
Second |
7/6/71 |
|
|
26511 |
Third |
7/6/71 |
|
|
26512 |
Fourth |
7/6/71 |
|
|
26513 |
Fifth |
7/6/71 |
|
|
26514 |
Sixth |
7/6/71 |
|
|
26515 |
Seventh |
7/6/71 |
|
|
26516 |
Eighth |
7/6/71 |
|
|
26517 |
Ninth |
7/6/71 |
|
|
26518 |
Tenth |
7/6/71 |
|
|
26519 |
Eleventh |
7/6/71 |
|
|
26520 |
Twelfth |
7/6/71 |
|
|
26521 |
Thirteenth |
7/6/71 |
|
|
26522 |
Fourteenth |
7/6/71 |
|
|
26523 |
Fifteenth* |
|
|
|
|
Sixteenth |
7/6/71 |
|
|
26524 |
Seventeenth |
7/6/71 |
|
|
26525 |
Eighteenth |
11/10/72 |
517 |
603 |
418926 |
Nineteenth |
2/1/74 |
540 |
193 |
439080 |
Twentieth |
8/30/74 |
557 |
303 |
453600 |
Twenty-first |
11/25/74 |
562 |
146 |
458291 |
Twenty-second |
1/3/77 |
635 |
I25 |
719332 |
Twenty-third |
9/15/78 |
694 |
86 |
772490 |
Twenty-fourth |
10/12/79 |
|
|
804130 |
Twenty-fifth |
2/10/82 |
|
|
1540 |
Twenty-sixth |
6/18/82 |
|
|
1007 |
Twenty-seventh |
8/28/86 |
|
|
001569 |
Twenty-eighth |
12/6/89 |
804 |
731 |
|
Twenty-ninth |
3/20/90 |
|
|
1063065 |
Thirtieth |
3/25/91 |
|
|
1085328 |
Thirty-first |
9/9/91 |
|
|
1085879 |
Thirty-second |
5/18/92 |
|
|
1112475 |
Thirty-third |
5/28/93 |
|
|
1137888 |
Thirty-fourth |
4/28/94 |
|
|
1161663 |
Thirty-fifth |
1/8/01 |
|
|
1326337 |
Thirty-sixth |
1/8/01 |
|
|
13210237 |
Thirty-seventh |
9/19/03 |
|
|
1396141 |
Thirty-eighth |
12/15/03 |
|
|
1402447 |
Thirty-ninth |
12/15/03 |
|
|
1402422 |
Fortieth |
2/28/06 |
|
|
1465345 |
Forty-first |
3/30/07 |
|
|
1499465 |
Forty-second |
6/1/07 |
|
|
1505080 |
Forty-third |
10/5/07 |
|
|
1517178 |
Forty-fourth |
4/14/08 |
|
|
1530606 |
Forty-fifth |
3/9/10 |
|
|
1577565 |
Forty-sixth |
6/29/10 |
|
|
1584146 |
* The Fifteenth Supplemental Indenture amended Section 12 of the Mortgage and did not include property additions. Accordingly this Supplemental Indenture was not recorded. |
EXHIBIT B
ADA COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Central Headquarters (CHQ) |
L. Marvin and Jean Peterson |
9208762 |
|
2-14-1992 |
CHQ |
Zions First National Bank |
862824 |
|
10-5-1973 |
CHQ |
Nina White |
864172 |
|
10-22-1973 |
CHQ |
Inland Coca-Cola Bottling Co. |
7820980 |
|
4-24-1978 |
CHQ |
Western National Corporation |
7831573 |
|
6-14-1978 |
Parking |
Walton A. Glenn |
8022561 |
|
5-9-1980 |
Parking |
Albert L. Trulemans, et al |
8022563 |
|
5-9-1980 |
Parking |
Charles L. and Dianne P. Winder |
8400966 |
|
1-9-1984 |
Parking |
R.M. and Eula J. Logsdon |
850709 |
|
6-18-1973 |
Parking |
Charles L. and Dianne P. Winder |
8503355 |
|
1-18-1985 |
Parking |
Mary Ellen Van Deusen, et al |
7633375 |
|
8-23-1976 |
Plaza 1 Office |
Vera K. Fisch |
141253 |
193/ 233 |
8-27-1930 |
Plaza 1 Office |
A.N. and Verna Locklear |
278740 |
327/97 |
8-20-1948 |
Plaza 2 Office |
J. Gordon Brookover, et al |
8500735 |
|
1-4-1985 |
Plaza 2 Office |
H.A. Dinwiddie |
8500736 |
|
1-4-85 |
Boise Operation Center |
Ralph C. and Lois Ann Shoemaker |
8446861 |
|
9-19-1984 |
Boise Records Center |
E.H. & W.C. Dewey Investment Company |
97933 |
153/162 |
2-2-1922 |
Boise Records Center |
E.H. & W.C. Dewey Investment Company |
116869 |
196/113 |
7-29-1925 |
Boise Records Center |
Quinn Robbins Co. Inc. |
107108505 |
|
7-31-2007 |
Boise Vehicle Storage |
Quinn-Robbins Company, Inc. |
258874 |
300/518 |
1-11-1947 |
C.J. Strike Hydro Project |
Tina McDonough Peterson |
7514492 |
|
6-10-1975 |
Boise Bench Microwave Site |
State of Idaho |
535584 |
|
8-17-1962 |
Boise Bench Substation |
Bank of Idaho as Conservator of the Nelson Estate |
8411138 |
|
3-9-1984 |
Boise Bench Substation |
Charles F. and Alice Jean Svoboda |
290801 |
|
9-8-1949 |
Boise Bench Substation |
Marie and Charles Svoboda |
290802 |
|
9-8-1949 |
Boise Bench Substation |
Francis Mike and A. Joan Svoboda |
418874 |
|
11-5-1957 |
Boise Bench Substation |
Charles F. and Marie Svoboda |
418875 |
|
11-5-1957 |
Boise Bench Substation |
Alice Jean and Charles F. Svoboda |
418877 |
|
11-5-1957 |
Boise Bench Substation |
Clair C. Svoboda and Anna E. Svoboda |
418876 |
|
11-5-1957 |
Boise Bench Substation |
Vernon J. Brollier, et al |
712397 |
|
3-26-1969 |
Boise Bench Substation |
State of Idaho |
256961 |
300/182 |
10-16-1946 |
Boise Bench Substation |
State of Idaho |
242447 |
288/343 |
11-28-1945 |
Boise Bench Substation |
State of Idaho |
254259 |
|
8-31-1946 |
Boise Bench Substation |
State of Idaho |
254257 |
|
8-31-1946 |
Boise Bench Substation |
State of Idaho |
254259 |
|
8-31-1946 |
Boise Bench Substation |
State of Idaho |
256962 |
300/182 |
11-16-1946 |
Boise Bench Substation |
State of Idaho |
284166 |
|
2-22-1949 |
Boise Bench Substation |
State of Idaho |
254256 |
299/345 |
8-31-1946 |
Boise Bench Substation |
State of Idaho |
254255 |
299/343 |
8-31-1946 |
State Street Substation |
Intermountain Company |
458237 |
|
7-6-1959 |
State Street Substation |
Forrest K. and Connie Skaggs |
96003586 |
|
1-12-1996 |
State Street Substation |
Verle L. and Mildred O. Roberts |
482490 |
|
7-1-1960 |
Kuna Substation |
Steve Guinn |
101103683 |
|
10-5-2001 |
Kuna Substation |
Kunas Swann Falls Storage, Inc. |
101136091 |
|
12-21-2001 |
Kuna Substation |
Kunas Swann Falls Storage, Inc. |
102131360 |
|
11-8-2002 |
Beacon Light Substation |
Ryan and Mary Jo Hood |
102158365 |
|
12-30-2002 |
Beacon Light Substation |
Ryan and Mary Jo Hood |
103171684 |
|
10-8-2003 |
Columbia Substation |
Monte S. and Janet L. Davis |
105175774 |
|
11-18-2005 |
Columbia Substation |
Monte S. and Janet L. Davis |
106002914 |
|
1-6-2006 |
Locust Substation |
John and D. Jeanne Tolk |
7641658 |
|
10-21-1976 |
Locust Substation |
John and Jeanne D. Tolk, as Co-Trustees of the Tolk Trust |
101014615 |
|
2-20-2001 |
Victory Substation |
William P. and Rosalee Wigle |
8918846 |
|
4-27-1989 |
Amity Substation |
Lynae S. and Jerry D. Hibbard |
105082382 |
|
6-22-2005 |
Amity Substation |
Lynae S. and Jerry D. Hibbard |
105002302 |
|
6-22-2005 |
Dry Creek Substation |
David L. Nordling, et al |
7508390 |
|
4-25-1975 |
Grove Substation |
Frank P. and Olive M. Kloepfer |
555651 |
|
5-13-1963 |
Hillsdale Substation |
Martin L. Hill |
103014434 |
|
1-28-2003 |
Meridian Substation |
James O. and Helen Jones Beck |
293823 |
|
11-17-1949 |
Ustick Substation |
Wesley T. and Irene F. Fry |
543519 |
|
12-4-1962 |
Wye Substation |
Kenneth L. and Margaret Ridgeway |
330425 |
|
4-16-1952 |
Cartwright Substation |
The Terteling Company, Inc. |
106046455 |
|
3-27-2006 |
Butler Substation |
Lillian J. Hensley |
330424 |
|
4-16-1952 |
Black Cat Substation |
Bill and Mary Wright |
98021033 |
|
3-6-1998 |
Eagle Substation |
N.A. Smith |
310752 |
|
11-18-1950 |
Cloverdale Substation |
Clair S. and Mary E. Hawkins |
696395 |
|
8-2-1968 |
Star Substation |
Joseph and Nancy Moyle |
102005835 |
|
1-16-2002 |
Stoddard Substation |
GCJ Investments, LLC |
101105707 |
|
10-11-2001 |
Joplin Substation |
David E. and Mary M. Leader, as trustees of the Leader Trust |
101016877 |
|
2-26-2001 |
Hubbard Substation |
John S. and Nellie H. Wood |
894700 |
|
8-1-1974 |
Mora Substation |
Robert P. Brown, et al |
522630 |
|
3-1-1962 |
Gary Substation |
Nellie E. Anderson, et al |
8305918 |
|
2-4-1983 |
Bethel Court Substation |
Samuel W. Coil, et al |
100027552 |
|
4-11-2000 |
Fischer Substation |
ADS, Inc. |
107109412 |
|
8-2-2007 |
Cloverdale Substation |
Ronald W. Van Auker |
100081476 |
|
10-11-2000 |
Ada County Land |
Ronald W. and Bessie Marte Scott |
100027553 |
|
4-11-2000 |
Ada County Land |
Alliance Title and Escrow Corp, as Trustee of the Burkhalter Trust |
105032726 |
|
3-18-2005 |
Ada County Land |
Union Pacific Railroad Company |
8850022 |
|
10-12-1988 |
Ada County Land |
Larry K. Peterson |
99017212 |
|
2-22-1999 |
Ada County Land |
Larry K. Peterson |
99046507 |
|
5-7-1999 |
Ada County Land |
Mountain States Telephone and Telegraph Company |
8551830 |
|
1-10-1985 |
Ada County Land |
Boise Industrial Foundation |
99015545 |
|
2-17-1999 |
Transmission Line Land |
Karl Fischer, et al |
420137 |
|
12-2-1957 |
Transmission Line Land |
Marion Smith |
412397 |
|
7-3-1957 |
Transmission Line Lands |
W. Robert McBirney, et al |
8228202 |
|
7-2-1982 |
|
Guy and Sylvia E. Healey |
409206 |
|
4-1-1957 |
Transmission Line Land |
Howard C. and Muriel L. Ferguson |
408761 |
|
4-9-1957 |
Transmission Line Land |
Walter R. and Gloria F. Smith |
407812 |
|
3-25-1957 |
Transmission Line Land |
Mark C. and Joanne G. Peckham |
407472 |
|
3-9-1957 |
Transmission Line Land |
Western Christian College |
407492 |
|
3-9-1957 |
Transmission Line Land |
Surprise Valley Famrs, Inc. |
642320 |
|
6-24-1966 |
|
Bruce and Beth Bowler |
9168378 |
|
12-2-1991 |
Transmission Line Land |
Marion Smith |
412397 |
|
4-3-1957 |
Transmission Line Land |
D&C Farms, Inc. |
412316 |
|
4-2-1957 |
EXHIBIT B
ADAMS COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
5495 |
5/419 |
8-16-1916 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
36927 |
23/275 |
11-4-1955 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
36928 |
23/276 |
11-4-1955 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
39179 |
24/453 |
11-26-1958 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
39544 |
24/575 |
5-25-1959 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
39862 |
25/38 |
10-22-1959 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
41156 |
25/447 |
7-24-1961 |
Hells Canyon Hydro Project |
Ferdinand C. and Florence M. Alers |
41037 |
25/413 |
5-23-1961 |
Hells Canyon Hydro Project |
Frank J. and Leta O. Smith |
41157 |
25/448 |
7-24-1961 |
Hells Canyon Hydro Project |
Emma Louise Antz |
41092 |
25/429 |
6-19-1961 |
Hells Canyon Hydro Project |
C.J. and Alice Newlin |
39006 |
24/408 |
9-10-1958 |
Council Substation |
Adams County, Idaho |
32461 |
21/162 |
3-19-1949 |
Tamarack Substation |
Evergreen Forest Products Co. |
44759 |
27/14 |
10-29-1965 |
New Meadows Substation |
Richard Balbach and Helen Balbach |
|
21/110 |
12-29-1948 |
Jump Substation |
Boise Cascade Corporation |
105763 |
|
4-6-2004 |
OX Ranch Property |
Hixon Properties, Inc. |
113309 |
|
12-13-2006 |
OX Ranch Property |
Hixon Properties, Inc. |
113310 |
|
12-13-2006 |
Indian Creek Property |
Karen A. McGuiness |
117637 |
|
12-31-2008 |
EXHIBIT B
BANNOCK COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
48569 |
31/220 |
8-14-1916 |
Bannock County Land |
Paul and Mary Luana Lish |
795768 |
|
06/04/1987 |
Pocatello Operation Center |
Farrell J and Gloria M Jones, et al |
747972 |
|
04/23/1985 |
Pocatello Operation Center |
Fergus, Jr and Shirley Briggs |
728833 |
|
05/10/1984 |
Pocatello Operation Center |
Robert S Bohrer |
645899 |
|
04/15/1980 |
Pocatello Operation Center |
Margaret Boero Sweikers |
544725 |
|
10/24/1975 |
Pocatello Operation Center |
Marshall Brothers, Inc |
416893 |
|
06/15/1965 |
Pocatello Operation Center |
Irene J Ames |
459145 |
|
03/20/1969 |
Pocatello Operation Center |
George W and Ada Watson Hardwick |
525760 |
|
07/22/1974 |
Pocatello Operation Center |
Irene J Ames |
459144 |
|
03/20/1969 |
Pocatello Operation Center |
Arthur J and Inez S Ashby |
499167 |
|
09/08/1972 |
Pocatello Operation Center |
Marshall Brother, Inc |
416894 |
|
06/15/1965 |
Pocatello Operation Center |
Garrett Terminal Corporation |
280746 |
110/411 |
04/10/1951 |
Pocatello Operation Center |
Richard E and Darryl Maynard |
417129 |
|
06/21/1965 |
Portneuf Substation |
Gertrude E Guyer |
721684 |
|
01/10/1984 |
Siphon Substation |
Albert M and Betty E Johnson |
505688 |
|
03/08/1973 |
Inkom Junction Substation |
Evan Franklin and Elva Barron |
429922 |
|
07/13/1966 |
Tyhee Substation |
H Leo and Laura B A Lewis |
368802 |
|
05/24/1961 |
Alemeda Substation |
Harold K and Louisa B Lenon, et al |
531085 |
|
12/13/1974 |
Terry Substation |
Wendell and Barbara Marshall, et al |
411491 |
|
12/28/1964 |
Highland Substation |
J &D, Hancock Family Investments |
97018178 |
|
10/22/1997 |
Pocatello West Substation |
F M and Anne Bistline |
223025 |
85/624 |
10/26/1942 |
Freemont Substation |
Johanna N Briggs |
462665 |
|
07/30/1969 |
Terry Substation |
Wendell and Barbara Marshall, et al |
411920 |
|
01/13/1965 |
Freemont Substation |
William E and Ruth M Schutt |
411490 |
|
12/28/1964 |
Portneuf 138 kV |
Richard and Lea Joy Armstrong |
89015305 |
|
12/13/1989 |
Bannock County Land |
Bannock County, Idaho |
303366 |
120/135 |
10/12/1954 |
Bannock County Land |
Bannock County, Idaho |
303367 |
120/136 |
10/12/1954 |
Bannock County Land |
Mary A and Marinus M Bush |
146553 |
62/267 |
08/31/1929 |
Pocatello Pole Yard |
Varsity Square, LLC |
21003188 |
|
2-26-2010 |
EXHIBIT B
BEAR LAKE COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
BINGHAM COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
20593 |
23/228 |
8-14-1916 |
Blackfoot Office |
H.F. and Eunice Van Atta |
66806 |
|
5-4-1959 |
Haven Substation |
Darwin I. and Pearl Young |
212368 |
|
5-18-1976 |
Aiken Substation |
Dean Adams and Leda Larue Adams |
218916 |
|
12-1-1976 |
American Potato Substation |
Basic American Foods |
303215 |
|
3-17-1983 |
Crater Substation |
Clifford and Glory C. Wride |
11747 |
|
4-23-1955 |
Rockford Substation |
Harry and Hannah Katseanes |
21690 |
|
7-6-1951 |
Lava Substation |
J R and Ida Saunders |
46519 |
92/137 |
6-13-1956 |
Goshen Substation |
Lloyd V. and Sarah C. Frandsen |
33603 |
|
12-11-1953 |
Morgans Pasture Substation |
Clifford and Leona T. Morris |
80412 |
108/27 |
3-4-1961 |
Taber Substation |
Raymond J. and Eva H. Harker |
51088 |
|
12-24-1956 |
Hulen Substation |
C.L. and Veta B. Ashley |
35935 |
87/38 |
5-6-1954 |
Hulen Substation |
C.L. and Veta B. Ashley |
38029 |
88/100 |
9-17-1954 |
Kramer Substation |
Jessie E. Nelson, et al |
205226 |
|
10-10-1975 |
Fort Hall Substation |
Don C. and Salome S. Brown |
20073 |
61/293 |
2-4-1939 |
Aberdeen Substation |
Aberdeen Townsite and Investment Company |
|
27/605 |
9-14-1916 |
Pingree Substation |
Grace A. Moody |
45107 |
91/223 |
11-15-1955 |
Blackfoot Substation |
Charlotte G. Monk |
51894 |
76/75 |
5-1-1946 |
Pioneer Regulator Station |
Penick & Ford, Limited, a Delaware corporation |
404765 |
|
2-28-1992 |
Thomas Voltage Regulator |
Kenneth Eugene and Violet Elizabeth Simon |
178617 |
|
3-14-1973 |
Bingham County Lands |
Koch Agriculture Company |
459347 |
|
11-14-1997 |
Bingham County Lands |
Lizzie Novostas Pokibro, et al |
40731 |
|
1-26-1954 |
Sterling Substation |
Bingham County, Idaho |
599746 |
|
10-14-2008 |
EXHIBIT B
BLAINE COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Elkhorn Substation |
Elkhorn at Sun Valley |
147459 |
|
1-4-1973 |
Hailey Substation |
Vern R. and Dorothy Davis |
93972 |
158/488 |
7-15-1948 |
Ketchum Substation |
Union Pacific Railroad Co. |
116799 |
176/322 |
4-18-1962 |
Hailey Substation |
Julio and Maria Astorquia |
116657 |
176/281 |
3-9-1962 |
Moonstone Substation |
Harvey D. and Hollis H. Bothoff |
173555 |
|
5-16-1977 |
Moonstone Substation |
Orie S. and Frieda Leavell |
173556 |
|
5-16-1977 |
Picabo Substation |
Kilpatrick Brothers Co. |
105936 |
166/373 |
5-11-1955 |
Hailey Storage Yard |
City of Hailey/vacation |
298177 |
|
12-19-1988 |
Silver Substation |
Anna Elora Broadie |
208666 |
|
11-10-1980 |
Wood River Substation |
John E. and Margaret Jean Evans |
117200 |
176/386 |
7-30-1962 |
Wood River Substation |
Anton A. and Liselotte Bodner |
152064 |
|
11-9-1973 |
Blaine County Lands |
Ralph W. and Dorothy V. Price |
538106 |
|
8-2-2006 |
Bellevue Employee Housing |
Cary R. and Tammie L. Darling |
572982 |
|
12-2-2009 |
EXHIBIT B
BOISE COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
24824 |
41/275 |
8-15-1916 |
Horseshoe Bend Substation |
Clayton and Rachel Watson |
69848 |
|
1-27-1965 |
EXHIBIT B
BONNEVILLE COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
BUTTE COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
CAMAS COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Prairie Power Office/Shop |
Prairie Power Cooperative, Inc. |
67423 |
|
7-24-1992 |
Corral Substation |
|
|
|
|
Camas Substation |
|
|
|
|
Fairfield Substation |
William F. and Opal L. Stewart |
45093 |
23/67 |
12-6-1978 |
EXHIBIT B
CANYON COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
75128 |
75/150 |
8-14-1916 |
Canyon Operation Center |
Antone and Fotula Chacartegui |
8429643 |
|
12-17-1984 |
Canyon Operation Center |
Antone and Fotula Chacartegui |
8429643 |
|
12-17-1984 |
Canyon Operation Center |
Antone and Fotula Chacartegui |
8429643 |
|
12-17-1984 |
Canyon Operation Center |
Antone and Fotula Chacartegui |
8429643 |
|
12-17-1984 |
Linden Substation |
Caldwell Unlimited, Inc. |
604004 |
|
12-29-1967 |
Caldwell Substation |
Tsutano Tamura |
600938 |
|
10-13-1967 |
Chestnut Substation |
Ernest and Onie Baker |
|
139/415 |
3-16-1940 |
Willis Substation |
Jerry L. and Gay Payne |
200521482 |
|
4-21-2005 |
Melba Substation |
Ralph and Linda Gant |
200414670 |
|
3-18-2004 |
Mid-Rose Substation |
J. Ramon and Marilyn Yorgason |
200246256 |
|
10-1-2002 |
Hill Substation |
Clifford C. and Clara Adamson |
8918970 |
|
10-11-1989 |
Zilog Substation |
Zilog Inc. |
9123365 |
|
11-24-2001 |
Vallivue Substation |
Joy E. Torrey |
200018997 |
|
5-31-2000 |
Nampa Substation |
City of Nampa |
200451284 |
|
9-14-2004 |
Nampa Substation |
George H. and Lulu B. Petersen |
|
180/135 |
5-19-1948 |
Nampa Substation |
Thelma L. Miller |
2004-29365 |
|
6-1-2004 |
Karcher Substation |
Micron Electronics, Inc. |
9734578 |
|
10-14-1997 |
Melba Substation |
Herman and Mable McBirnery |
|
137/301 |
3-24-1939 |
Lansing Substation |
Oscar L. and Eldora Aldrich |
416716 |
|
12-13-1954 |
Ware Substation |
Carl E. and Blanche Nicholson |
530929 |
|
3-27-1963 |
Simplot Substation |
Simplot Industries, Inc. |
635403 |
|
11-19-1969 |
Cherry Lane Substation |
Debby Brunel |
200427369 |
|
5-21-2004 |
Gem Substation |
Cecil and Mary McClintick |
514164 |
|
3-9-1962 |
Bowmont Substation |
State of Idaho |
535756 |
|
6-27-1963 |
Happy Valley Substation |
Schulerland Farms, Inc. |
200449393 |
|
9-2-2004 |
Huston Substation |
Elizabeth Norris |
589010 |
|
12-15-1966 |
Homedale Substation |
Barbara Boehner |
347000 |
|
2-18-1949 |
Wilder Substation |
SSI Food Services, Inc. |
9218652 |
|
8-18-1992 |
Canyon County Lands |
Highland Addition, Inc. |
577653 |
|
2-23-1966 |
Canyon County Lands |
Highland Add. Inc. |
326340 |
|
7-12-1947 |
Canyon County Lands |
Condemnation |
|
16/208 |
1-9-1936 |
Canyon County Lands |
White Sage Farms |
535755 |
|
6-27-1963 |
Canyon County Lands |
Dan T. and Beverly I. Morris |
8406888 |
|
3-23-1984 |
Canyon County Lands |
Highland Add. Inc. |
326340 |
|
7-14-1947 |
Melba Substation |
Rick Morino, et al |
2007-078050 |
|
11-30-2007 |
Melba Substation |
Ralph and Linda Gant |
2004-14670 |
|
3-18-2004 |
Wagner Substation |
James E. and Lexann Warren |
2005-72243 |
|
10-31-2005 |
Star Operation Center |
Can-Ada Properties, LLC |
2007-073827 |
|
11-6-2007 |
Ward Substation |
Paul and Harriet Calverley |
2007-070884 |
|
10-23-2007 |
Star Operation Center |
Dallas B. and Karen Hess |
2007-072952 |
|
11-1-2007 |
Star Operation Center |
Dallas B. and Karen Hess |
2007-060550 |
|
8-31-2007 |
EXHIBIT B
CARIBOU COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
CASSIA COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
25035 |
21-119 |
8-14-1916 |
Burley Rural Substation |
Harold and Lillian Holmes |
206211 |
Book 62 |
4-25-1960 |
Kenyon Substation |
Roland B. and Madge M. Smith |
174410 |
56/375 |
1-12-1952 |
Island Substation |
Eugene and Mary Ann Layton |
188747 |
60/335 |
1-27-1956 |
Oakley Substation |
Cooperative Security Corporation |
27707 |
Film No. 38 |
1-7-1966 |
EXHIBIT B
CLARK COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
ELMORE COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
21043 |
21/473 |
8-15-1916 |
Danskin Power Plant |
J.R. Simplot Company |
329471 |
|
6-27-2001 |
Rattle Snake Substation |
Raymond G. and Bertha Ann Knudson |
356752 |
|
5-21-2004 |
Mayfield Transmission Station |
Joseph Richard Cornell |
203586 |
|
7-30-1981 |
Mayfield Transmission Station |
E. Jean McDowell, et al |
201433 |
|
4-3-1981 |
Bennett Substation |
Frank S. and Gwendolyn R. Galey |
185220 |
|
12-19-1978 |
Little Substation |
Samuel M. John, et al |
163054 |
60/96 |
5-16-1975 |
Elmore Switching Station |
Orville C. Colthorp, et al |
99934 |
51/471 |
4-14-1959 |
Glenns Ferry Substation |
Wm. A. and Elizabeth Duncan |
58084 |
27/374 |
9-27-1937 |
Glenns Ferry Substation |
Elmore County, Idaho |
58319 |
27/396 |
11-5-1937 |
Glenns Ferry Substation |
Union Pacific Railroad |
299045 |
|
2-25-1997 |
Mountain Home Substation |
F.W. Bennett, et al |
74046 |
49/276 |
1-4-1947 |
Orchard Substation |
Ray E. and Olive Anne Brown Stewart |
220157 |
|
1-9-1984 |
C.J. Strike Hydro Project |
F.W. Bennett and Son, Inc. |
167017 |
|
2-25-1976 |
C.J. Strike Hydro Project |
Reuel L. and Erma M. Morton |
81206 |
30/538 |
12-23-1950 |
C.J. Strike Hydro Project |
Reuel L. and Erma M. Morton |
80576 |
30/503 |
8-11-1950 |
C.J. Strike Hydro Project |
Myrtle R. Mathis |
83625 |
31/57 |
3-27-1952 |
C.J. Strike Hydro Project |
John H. and Marion Rose Mathis |
83626 |
31/58 |
3-27-1952 |
C.J. Strike Hydro Project |
Reuel L. Morton, et al |
83011 |
31/15 |
11-30-1951 |
C.J. Strike Hydro Project |
H. Stuart Reecy and J.B. Penard |
82742 |
50/634 |
9-28-1951 |
C.J. Strike Hydro Project |
E.L. Stevens and Byron Stevens |
82452 |
30/634 |
7-30-1951 |
C.J. Strike Hydro Project |
Idaho First National Bank |
82242 |
30/624 |
6-28-1951 |
C.J. Strike Hydro Project |
E.L. Stevens and Byron Stevens |
85326 |
43/183 |
7-29-1952 |
C.J. Strike Hydro Project |
E.L. Stevens and Byron Stevens |
85325 |
43/181 |
7-29-1952 |
C.J. Strike Hydro Project |
E.L. Stevens and Byron Stevens |
84332 |
51/60 |
7-29-1952 |
C.J. Strike Hydro Project |
Clyde E. Summers |
82305 |
50/584 |
7-6-1951 |
C.J. Strike Hydro Project |
Victor and Maria Aguirre |
81382 |
50/469 |
1-25-1951 |
C.J. Strike Hydro Project |
R.H. Bennett, et al |
83292 |
31/40 |
1-26-1952 |
C.J. Strike Hydro Project |
John and Frances Cobb |
80727 |
50/390 |
9-16-1950 |
C.J. Strike Hydro Project |
Mildred R. Cossey |
81948 |
50/540 |
5-11-1951 |
C.J. Strike Hydro Project |
Oscar and Olga Mannon |
82163 |
51/16 |
6-19-1951 |
C.J. Strike Hydro Project |
W.B. and Bessie Gilmore |
82162 |
30/613 |
6-19-1951 |
Dike Project |
John C. and Jessie M. Sanborn |
83090 |
52/14 |
12-19-1951 |
Dike Hydro Lands |
Henry A. and Fay Pruett |
83738 |
52/79 |
4-16-1952 |
EXHIBIT B
GEM COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
1570 |
1/471 |
8-15-1916 |
Crane Creek Substation |
Walter A. and Iva H. Howard |
75439 |
38/91 |
8-16-1957 |
Emmett Substation |
Travis E. and Mary L. Keller |
123857 |
|
4-24-1978 |
Emmett Substation |
Denver and Eunice E. Hendrix |
123495 |
|
3-20-1978 |
Emmett Substation |
Frank H. Meyer, et al |
41532 |
49/580 |
10-10-1911 |
Emmett Service Center |
City Transfer Redi-Mix |
147920 |
|
7-27-1984 |
Shellrock Substation |
MacGregor Land and Livestock |
141293 |
|
9-17-1982 |
Ola Substation |
Sumner and Georgia E. Holbrook |
79042 |
39/225 |
8-26-1959 |
Substation Land |
David and Geraldine L. Little |
103808 |
|
1-28-1972 |
Emmett Junction Land |
William T. and Margaret Peterson |
55840 |
30/614 |
10-24-1946 |
Switching Station Road |
Paul W. and Opal M. Abrell |
107254 |
|
3-8-1973 |
EXHIBIT B
GOODING COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
8082 |
3/26 |
8-14-1916 |
Gooding Office Building |
Edwin E. and Ruth N. Adams, via Deed of Reconveyance |
134193 |
|
10-24-1988 |
Gooding Warehouse |
Diana R. Ibarra |
152026 |
|
3-19-93 |
Dale Substation |
Willis and Iona Anderson |
37574 |
|
11-4-1971 |
Gooding Substation |
Clarence and Grace A. Wells |
25314 |
|
5-15-1968 |
Orchard Substation |
Norvall and Iris Coffman |
129336 |
47/412 |
2-9-1956 |
Toponis Substation |
Western Farms, Inc. |
61646 |
|
10-22-1976 |
Lower Malad Hydro Project |
Jesse F. and Sada E. Ruddles |
98503 |
40/44 |
11-7-1946 |
Lower Malad Hydro Project |
Dororthy Frost, et al |
99231 |
40/101 |
1-7-1947 |
Lower Malad Hydro Project |
Fred and Nettie M. Leach |
99408 |
39/462 |
1-18-1947 |
Upper Malad Hydro Project |
James E. Sutton |
67805 |
26/367 |
6-1-1937 |
A.J. Wiley Hydro Project |
Andrew A. and Helen B. Colvin |
121858 |
45/609 |
8-1-1953 |
A.J. Wiley Hydro Project |
David C. and Martha I. Lipe |
121151 |
42/338 |
4-22-1953 |
Upper Salmon Hydro Project |
Northern Pacific Railway Company |
29175 |
17/85 |
1-10-1922 |
Lower Salmon Hydro Project |
Patsy Dunn |
133987 |
|
11-8-1995 |
Clear Lakes Power Plant |
Otis E. and Mary E. Syster |
44023 |
6/510 |
8-30-1927 |
Clear Lakes Power Plant |
First Security Trust Company |
65358 |
28/186 |
8-14-1936 |
Briggs Springs |
W.W. and Florence Shepherd Staplin |
64441 |
28/105 |
4-27-1936 |
Bliss Microwave Site |
James M. and Susan Victor |
183241 |
|
11-8-1999 |
Thousand Springs Lands |
The Nature Conservancy |
141048 |
|
5-22-1990 |
Bliss Park |
Kast C.K. Cattle Co., Inc. |
165612 |
|
5-22-1996 |
Relish Whitewater Access |
N. Stanley and Loretta Standal |
214150 |
|
12-8-2005 |
EXHIBIT B
IDAHO COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Oxbow Fish Hatchery |
William and Margaret Roakey |
218121 |
102/308 |
1-8-1965 |
Oxbow Fish Hatchery |
John H. and Pearl E. Carrey |
214400 |
100/220 |
1-10-1964 |
Oxbow Fish Hatchery |
Circle C Ranch, Inc. |
214401 |
100/223 |
1-10-1964 |
EXHIBIT B
JEFFERSON COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
LEMHI COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Pahsimeroi Hatchery |
Delmar and Elsie M. Coiner |
105879 |
|
1-17-1967 |
Pahsimeroi Hatchery |
Sherman F. Furey, et al |
107572 |
|
11-21-1967 |
Pahsimeroi Hatchery |
Harold and Francis V. Sweeney |
107480 |
|
11-2-1967 |
Tendoy Substation |
Velma Mahaffey, et al |
210376 |
|
5-24-1991 |
Tendoy Substation |
Rex C. and Mary L. Andrews |
116207 |
|
11-23-1970 |
Salmon Office |
Lloyd Shaw Post No 67 Inc, The American Legion |
136029 |
|
3-30-1977 |
Lemhi County Land |
L. Dean Peterson |
267278 |
|
5-6-2006 |
EXHIBIT B
LINCOLN COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
39354 |
25/635 |
8-14-1916 |
Dietrich Substation |
Virgil F. Heiken, et al |
112681 |
|
4-24-1962 |
Lincoln Substation |
Donald Riley |
156792 |
|
3-5-1993 |
Lincoln Substation |
Nina Riley |
156793 |
|
3-5-1993 |
Lincoln Substation |
Blaine K. and Lisa M. Hubsmith |
156795 |
|
3-5-1993 |
Richfield Substation |
Clifford and Ethel Connor |
101894 |
44/625 |
8-19-1954 |
Shoshone Substation |
Dora Johnson |
54921 |
32/71 |
3-19-1921 |
Shoshone Substation |
Paul S. and Margaret B. Haddock |
54922 |
22/348 |
3-19-1921 |
Shoshone Substation |
Lincoln County, Idaho |
78397 |
38/486 |
3-12-1940 |
Shoshone Substation |
Billie J. and Minnie M. Anderson |
128413 |
|
2-4-1974 |
Shoshone Storage Yard |
City of Shoshone |
152998 |
|
4-6-1989 |
EXHIBIT B
MINIDOKA COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
10294 |
6/101 |
8-14-1916 |
Mini Cassia Operation Center |
Knudsen Leasing Company |
416457 |
|
1-6-1995 |
Julion Substation |
Fred L. and Mary Wilson |
119616 |
35/380 |
2-2-1955 |
Paul Substation |
Norman C. Larson, et al |
124634 |
36/143 |
7-6-1956 |
Heyburn Tap |
Richard L. and LaVon W. Finlinson |
182179 |
|
2-3-1966 |
Heyburn Tap |
Richard L. and LaVon W. Finlinson |
182562 |
|
2-24-1966 |
Adelaide Substation |
Wilbert H. and Velva D. Moller |
243331 |
|
7-9-1974 |
Duffin Substation |
State of Idaho |
108566 |
29/308 |
7-19-1950 |
EXHIBIT B
ONEIDA COUNTY, IDAHO
[No fee lands currently listed]
EXHIBIT B
OWYHEE COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
14091 |
10/512 |
8-15-1916 |
Homedale Office |
Estate of Manford R. Logan |
189994 |
|
9-8-1986 |
C.J. Strike Hydro Project |
Arthur L. Beach, et al |
82187 |
41/53 |
2-7-1951 |
C.J. Strike Hydro Project |
Albert L. and Bonnie Black |
84245 |
42/315 |
1-30-1952 |
C.J. Strike Hydro Project |
Errol F. and Anna G. Black |
87932 |
44/407 |
12/11/1953 |
C.J. Strike Hydro Project |
Errol F. and Anna G. Black |
87931 |
44/405 |
12-11-1953 |
C.J. Strike Hydro Project |
Walton and Dorothy Cahalan |
84227 |
42/294 |
1-25-1952 |
C.J. Strike Hydro Project |
John R. Carter |
82605 |
41/179 |
4-5-1951 |
C.J. Strike Hydro Project |
Roland J. Hawes, et al |
84730 |
42/491 |
4-16-1952 |
C.J. Strike Hydro Project |
Justo Erdoisa |
84189 |
42/278 |
1-18-1952 |
C.J. Strike Hydro Project |
Justo Erdoisa |
84289 |
42/335 |
2-6-1952 |
C.J. Strike Hydro Project |
William H. Frizzle |
82211 |
41/61 |
2-9-1951 |
C.J. Strike Hydro Project |
Charles and Esther Simmons |
83260 |
41/420 |
7-13-1951 |
C.J. Strike Hydro Project |
Rodney A. and Leona S. Hawes |
84119 |
42/225 |
1-7-1952 |
C.J. Strike Hydro Project |
Fred G. and Elizabeth King |
82868 |
41/267 |
5-11-1951 |
C.J. Strike Hydro Project |
Ted and Esther Fay King |
83324 |
41/429 |
7-20-1951 |
C.J. Strike Hydro Project |
J. Gerhard and Nina F. Kohring |
84188 |
42/276 |
1-18-1952 |
C.J. Strike Hydro Project |
Charles E. Lee |
82068 |
41/11 |
1-19-1951 |
C.J. Strike Hydro Project |
John E. and Lora E. Noble |
83775 |
42/66 |
10-26-1951 |
C.J. Strike Hydro Project |
Oris R. and Merle Noble |
82504 |
41/167 |
3-23-1951 |
C.J. Strike Hydro Project |
Estaugio Ocamica, et al |
Case #2358 |
Condem-nation |
1-29-1952 |
C.J. Strike Hydro Project |
M.E. Ridings |
82185 |
41/49 |
2-7-1951 |
C.J. Strike Hydro Project |
Ruth F. Roark |
82186 |
41/51 |
2-7-1951 |
C.J. Strike Hydro Project |
Tim L. and Edith Shenk |
85209 |
43/147 |
7-3-1952 |
C.J. Strike Hydro Project |
Robert and Lois E. Schlechter |
82503 |
41/165 |
3-23-1951 |
C.J. Strike Hydro Project |
Totorica Co. |
85011 |
43/89 |
5-28-1952 |
C.J. Strike Hydro Project |
Totorica Co. |
82263 |
41/87 |
2-15-1951 |
C.J. Strike Hydro Project |
Totorica Co. |
88633 |
45/240 |
3-8-1954 |
C.J. Strike Hydro Project |
Milford Vaught, et al |
Case #2354 |
Condem-nation |
1-29-1952 |
C.J. Strike Hydro Project |
Arthur E. and Ruth F. Bailey |
80173 |
39/388 |
3-16-1950 |
C.J. Strike Hydro Project |
Howard E. and Agnes B. Waterman |
83156 |
41/389 |
6-25-1951 |
C.J. Strike Hydro Project |
Roy W. Weatherly |
83236 |
41/412 |
7-6-1951 |
Hemingway Substation |
Richard and Connie Brandau |
266916 |
|
12-10-2008 |
Hemingway Substation |
Rex Evans |
266915 |
|
12-10-2008 |
Hemingway Substation |
William B. McDonald |
267036 |
|
12-22-2008 |
Hemingway Substation |
Donald Lynn and Crystal Lee Nelson |
267038 |
|
12-22-2008 |
Hemingway Substation |
Cyrus Nathaniel Steffler |
267037 |
|
12-22-2008 |
C.J. Strike Mitigation Property |
Betty L. Turner, et al |
259298 |
|
12-27-2006 |
EXHIBIT B
PAYETTE COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Payette Operation Center |
Robert L. Farber |
113123 |
|
2-26-1962 |
Willow Creek Substation |
Adda W. Pense |
68880 |
|
2-17-1948 |
Langley Gulch Plant |
Larry and Loretta Lemons |
364867 |
|
2-4-2010 |
Langley Gulch Plant |
Walter W. Morrow, et al |
366286 |
|
4-30-2010 |
Langley Gulch Plant |
Tom E. Shaw Family Limited Partnership, et al |
365184 |
|
2-24-2010 |
Payette County Lands |
Henggeler Bros., Inc. |
366818 |
|
6-3-2010 |
Payette County Lands |
William and Mary P. Kinney |
30301 |
|
4-28-1932 |
EXHIBIT B
POWER COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
American Falls Warehouse |
Loren A. Williams |
83210 |
109/502 |
03/30/1962 |
Brady Substation |
Joseph and Alta Allec |
76223 |
102/294 |
12/12/1956 |
Brady Substation |
E. .G and Fannie L Lish |
77537 |
102/472 |
02/10/1958 |
Brady Substation |
Floyd and Emma L. Batterton |
76147 |
102/277 |
11/13/1956 |
Brady Substation |
Alonzo Lee and June Bartholomew |
76148 |
102/278 |
11/13/1956 |
Brady Substation |
Alonzo Lee and June Bartholomew |
76148 |
102/278 |
11/13/1956 |
Brady Substation |
Floyd and Emma L. Batterton |
76147 |
102/277 |
11/13/1956 |
Brady Substation |
County of Power, State of Idaho |
76226 |
102/296 |
12/12/1956 |
Brady Substation |
P. .J and Doris A. Huber |
76180 |
102/287 |
11/24/1956 |
Brady Substation |
John F. and Mildred Gilson |
76149 |
102/278 |
11/13/1956 |
Brady Substation |
Alonzo Lee and June Bartholomew |
76148 |
102/278 |
11/13/1956 |
Brady Substation |
Sophia M. Moore |
76150 |
102/279 |
11/13/1956 |
Brady Substation |
James R. and Mary Lou Dobel |
66975 |
96/566 |
12/21/1948 |
Brady Substation |
Falls View Cemetery Maintenance District |
76188 |
102/288 |
11/28/1956 |
Don Substation |
Food Machinery and Chemical Corporation |
72098 |
99/557 |
07/28/1953 |
Deen Substation |
Kenneth W and Helen L Marshall |
76808 |
102/369 |
06/16/1957 |
Kinport Substation |
FMC Corporation |
95571 |
|
01/27/1971 |
Lamb Substation |
Amfac Foods, Inc |
102966 |
|
02/06/1974 |
Pleasant Valley Substation |
Catherine Potter, et al |
82896 |
109/470 |
01/03/1962 |
American Falls Hydro Project |
Willis W. and Anna Belle Williams |
107849 |
|
04/01/1976 |
American Falls Hydro Project |
J. Marie and David H. Barrett |
93547 |
|
05/17/1969 |
American Falls Hydro Project |
Eldron D. and Idonna J. Thornton |
76151 |
102/280 |
11/13/1956 |
American Falls Hydro Project |
B. Thomas Morris |
76148 |
102/276 |
11/13/1956 |
Power County Lands |
John Kulm |
75983 |
102/262 |
09/22/1956 |
Power County Lands |
William and Betty Phillips, et al |
116715 |
|
02/21/1979 |
Power County Lands |
Lucy M. and L.A. Williams |
70888 |
99/425 |
04/16/1952 |
EXHIBIT B
TWIN FALLS COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
73926 |
35/438 |
8-14-1916 |
Twin Falls Office |
Rosa Belle Smith |
519509 |
|
12-3-1962 |
Twin Falls Office |
Maude M. Cartney |
519510 |
|
12-3-1962 |
Twin Falls Office Parking |
Jon H. and Anna N. Hansen |
703360 |
|
10-1-1976 |
Twin Falls Operation Center |
W.W. and Eva K. Thomas |
415173 |
|
12-28-1951 |
Twin Falls Operation Center |
The City of Twin Falls |
809379 |
|
9-9-1981 |
Twin Falls Operation Center |
Heard Roofing and Insulation Company, Inc., et al |
592314 |
|
9-17-1968 |
Twin Falls Operation Center |
The City of Twin Falls |
739128 |
|
6-15-1978 |
Twin Falls Operation Center |
C.W. Silver Company, Inc. |
807609 |
|
8-6-1981 |
Twin Falls Operation Center |
Joe B. and Mary Galan |
2005-025923 |
|
11-15-2005 |
Twin Falls Operation Center |
Jose T. Jasso |
2005-025906 |
|
11-15-2005 |
Twin Falls Operation Center |
Jose T. Jasso |
2005-025907 |
|
11-15-2005 |
Twin Falls Operation Center |
Jose T. Jasso |
2008-018383 |
|
8-15-2008 |
Twin Falls Operation Center |
Campbell Company of Idaho, Inc. |
864035 |
|
7-9-1984 |
Twin Falls Operation Center |
Estate of Hope N. Pufahl |
2001-013343 |
|
7-25-2001 |
Twin Falls Operation Center |
Margaret A. Stobaugh |
2007-011787 |
|
5-16-2007 |
Twin Falls Operation Center |
City of Twin Falls |
2007- 006015 |
|
3-16-2007 |
Twin Falls Operation Center |
Estate of Hope N. Dungan |
2001-013343 |
|
7-25-2001 |
Twin Falls Substation |
Henry and Merna A. Wambolt |
540065 |
|
7-10-1964 |
Twin Falls Substation |
W.W. and Ada E. Nicholson |
202264 |
|
11-19-1927 |
Twin Falls Substation |
Andrew P. and Ingeborg L. Lane |
369171 |
|
3-7-1947 |
Twin Falls Substation |
Roy H. and Dorothy L. Sorenson |
511687 |
|
3-12-1962 |
Twin Falls Substation |
Albert and Elsa Gurski |
781016 |
|
4-15-1980 |
Twin Falls Substation |
Anna L. Baker |
585658 |
|
2-21-1968 |
Buhl Substation |
Lawson E. and Pearl Jane Roberts |
540862 |
|
8-4-1964 |
Buhl Substation |
Investors Corporation |
83873 |
|
5-11-1917 |
Buhl Substation |
Buhl Townsite Company Limited |
49298 |
|
5-4-1914 |
Eastgate Substation |
Charles B. and Billie F. Park |
646760 |
|
3-2-1973 |
Eastgate Substation |
Ray and Phyllis E. Park |
464064 |
|
6-6-1957 |
Eastgate Substation |
Charles B. and Billie F. Park |
646760 |
|
3-3-1973 |
Russet Substation |
Consolidated Food Corporation |
711813 |
|
3-17-1977 |
Hansen Butte Substation |
Bertha Frahm, et al |
432574 |
|
1-9-1954 |
Artesian Substation |
Otis and Hazel Helsely |
416073 |
|
2-6-1952 |
Milner Substation |
Helen B. Perrine |
443228 |
|
3-5-1955 |
Filer Substation |
Idaho Management Enterprises, Inc. |
2005-009856 |
|
5-10-2005 |
Milner Hydro Project |
Laurena B. Marshall |
845950 |
|
8-26-1983 |
Milner Hydro Project |
Mark E. and Lola B. Moorman |
971645 |
|
6-12-1990 |
Milner Hydro Project |
Frank L. Perrine and Anne P. Brown |
1993-014742 |
|
10-6-1993 |
Twin Falls Hydro Project |
James J. May, et al |
1993-001268 |
|
1-28-1993 |
Upper Salmon Hydro Project |
Chas W. and Lean C. Mack |
221879 |
|
12-6-1929 |
Upper Salmon Hydro Project |
Northern Pacific Railway Company |
139578 |
59/629 |
12-31-1921 |
Transmission Line Land |
Edgar A. Russell |
688880 |
|
8-6-1974 |
Transmission Line Land |
Yvonne Stevenson |
688881 |
|
8-6-1974 |
Transmission Line Land |
Vergene Russell Gates |
688882 |
|
8-6-1974 |
Transmission Line Land |
Genevieve McCollough |
688883 |
|
8-6-1974 |
EXHIBIT B
VALLEY COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
McCall Office |
Brass, Inc. |
126747 |
|
3-28-1983 |
Long Valley Operations Center |
McMaster Real Estate |
324768 |
|
8-31-07 |
McCall Storage Yard |
Brass, Inc. |
86164 |
|
9-16-1975 |
Cascade Power Plant |
Ike J. and Mary M. Wardle |
122180 |
|
8-9-1982 |
Cascade Power Plant |
William D. and Nadeane Hale |
122219 |
|
8-13-1982 |
Smiths Ferry Substation |
Daniel E. and Mildred E. Sutherland |
117512 |
|
12-11-1981 |
Boulder Substation |
Duane B. and Alberta Mae Smith |
259877 |
|
1-22-2002 |
McCall Substation |
Neal and Pearl N. Boydstun |
|
175/123 |
6-6-1950 |
Donnelly Substation |
Henry and Betty L. Nortune |
88850 |
|
8-4-1976 |
Valley County Lands |
Union Pacific Railroad Company |
145413 |
|
12-6-1985 |
EXHIBIT B
WASHINGTON COUNTY, IDAHO
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Cambridge Warehouse |
Leo C. and Jennifer R. Braun |
129402 |
|
03/02/1983 |
Cambridge Substation |
Fred and Fern Bain |
69375 |
|
08/31/1946 |
Midvale Substation |
Robert H. and Ida Mae Graham |
94616 |
|
04/10/1970 |
Cambridge Substation |
Bill E. and Zola A. Noah |
188451 |
|
01/27/2003 |
Hells Canyon Hydro Project |
Roy and Helen McMullen |
85094 |
|
05/11/1960 |
Hells Canyon Hydro Project |
Edward M. and Esther Randall |
81415 |
|
06/16/1956 |
Hells Canyon Hydro Project |
Oliver S. and Annie Pearl Mason |
81849 |
|
12/08/1956 |
Hells Canyon Hydro Project |
Carl C. Morton |
85317 |
|
08/23/1960 |
Hells Canyon Hydro Project |
Edward M. and Esther Randall |
81415 |
|
06/16/1956 |
Hells Canyon Hydro Project |
Charles S. and Esther Smith |
82155 |
|
04/19/1957 |
Hells Canyon Hydro Project |
Ben C. and Myrtle M Rutledge |
70333 |
|
03/21/1947 |
Hells Canyon Hydro Project |
Alvie C. Bell |
82212 |
|
05/07/1957 |
Hells Canyon Hydro Project |
Roy and Helen McMullen |
82154 |
|
04/19/1957 |
Hells Canyon Hydro Project |
Roy and Helen McMullen |
82156 |
|
04/19/1957 |
Hells Canyon Hydro Project |
J. C. and Kathryn C Wray |
82157 |
|
04/19/1957 |
Hells Canyon Hydro Project |
John and Elizabeth Stringer |
83184 |
|
03/27/1958 |
Hells Canyon Hydro Project |
Charles S. and Esther Smith |
82153 |
|
04/19/1957 |
Hells Canyon Hydro Project |
Arthur F. and Lois A. Robertson |
81438 |
|
06/28/1956 |
Hells Canyon Hydro Project |
Henry and Edurne Gabiola |
81266 |
|
03/31/1956 |
Hells Canyon Hydro Project |
Ray and Frances Carrithers, et al |
|
6/273 |
10/15/1957 |
Hells Canyon Hydro Project |
Clara P. Cole |
81727 |
|
10/16/1956 |
Hells Canyon Hydro Project |
George B. and Irma B. Perkins |
81728 |
|
10/16/1956 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
80703 |
|
10/19/1955 |
Hells Canyon Hydro Project |
Hugh and Opal Beggs |
81212 |
|
04/19/1956 |
Steck Park |
L. E. and Verna Emerson |
82005 |
|
02/09/1957 |
Steck Park |
Kenneth and Mabel Steck |
84422 |
|
07/16/1959 |
West Cove Creek |
Arthur F. and Lois A. Robertson |
81437 |
|
06/20/1956 |
Cottonwood Creek |
Lawrence Ranch Inc |
199696 |
|
12/22/2005 |
Cottonwood Creek |
Clint Lawrence |
199697 |
|
12/22/2005 |
Soulen Ranch |
Soulen Livestock Company |
203752 |
|
12-5-2006 |
Soulen Ranch |
Soulen Livestock Company |
203753 |
|
12-5-2006 |
EXHIBIT B
BAKER COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
36466 |
85/148 |
8-14-1916 |
Durkee Substation |
Sammy C. and Elizabeth B. Cordell |
35342 |
89 32/086 |
8-10-1989 |
Durkee Substation |
Eastern Oregon Development Company |
52375 |
108/389 |
8-11-1927 |
Huntington Substation |
Baker County, Oregon |
47363 |
105/674 |
10-22-1954 |
Huntington Substation |
Harriet A. Degel |
69397 |
115-539 |
6-15-1931 |
Huntington Substation |
Gertrude Alice Lee, et al |
58891 |
111/447 |
12-18-1928 |
Huntington Substation |
Baker County, Oregon |
58893 |
111/451 |
12-18-1928 |
Quartz Substation |
Susie Iva Geyer Gillingham |
50505 |
164/358 |
5-25-1955 |
Unity Substation |
Lincoln Morgan |
35852 |
159/456 |
8-21-1952 |
Halfway Substation |
Margherita DelCurto |
63620 |
167/287 |
8-19-1957 |
Durkee-Baker 66 kV line |
California-Pacific Utilities Company |
11097 |
139/596 |
7-5-1946 |
Hunting-Baker 69-kV line |
Baker County, Oregon |
19352 |
151/535 |
11-2-1949 |
Baker County Lands |
S & F Forwarding Company |
7688 |
89/57 |
10-8-1918 |
Baker County Lands |
James E. and Eva E. Robinette |
61584 |
112/492 |
7-11-1929 |
Baker County Lands |
James E. and Eva E. Robinette |
38812 |
102/240 |
10-11-1924 |
Baker County Lands |
James E. and Eva E. Robinette |
7832 |
89/82 |
10-22-1918 |
Fish Weir - Mitigation |
Michelle B. Wentworth Trust |
03500176B |
|
12-15-2003 |
Baker Mitigation Property |
Richard A. Murray |
08520297B |
|
12-30-2008 |
Daly Creek Ranch - Mitigation |
Daly Creek Ranch, LLC |
05520120B |
|
12-27-2005 |
Daly Creek Ranch - Mitigation |
Daly Creek Ranch, LLC |
05520130B |
|
12-27-2005 |
Hells Canyon Hydro Project |
Anna Adams |
18053 |
67 05/029 |
1-31-1967 |
Hells Canyon Hydro Project |
George and Lillian Aklin |
72754 |
169/317 |
4-24-1959 |
Hells Canyon Hydro Project |
Walter G. and Anna Clark |
72755 |
169/318 |
4-24-1959 |
Hells Canyon Hydro Project |
William and Sue Menze |
72757 |
169/320 |
4-24-1959 |
Hells Canyon Hydro Project |
Alice and Emmett Holt |
72756 |
169/319 |
4-24-1959 |
Hells Canyon Hydro Project |
Tom Buchanan, et al |
92930 |
173/527 |
2-13-1963 |
Hells Canyon Hydro Project |
L.G. and Flossie W. Burnap |
9364 |
66 48/047 |
12-1-1966 |
Hells Canyon Hydro Project |
Lee and Flossie W. Burnap |
98062 |
174/385 |
2-13-1964 |
Hells Canyon Hydro Project |
Dan R. and Vi Cole |
94452 |
173/1047 |
6-10-1963 |
Hells Canyon Hydro Project |
Dan R. and Vi Cole |
94453 |
173/1048 |
6-10-1963 |
Hells Canyon Hydro Project |
Dan R. and Violet J. Cole |
16939 |
67 16/013 |
4-17-1967 |
Hells Canyon Hydro Project |
Chet and Florence Evans |
86499 |
172/267 |
11-15-1961 |
Hells Canyon Hydro Project |
Ralph E. and Helen Gale |
69945 |
67 04/009 |
1-23-1967 |
Hells Canyon Hydro Project |
Betty Hanson, et al Hanson |
63069 |
65 33/016 |
8-18-1965 |
Hells Canyon Hydro Project |
Ben and LaLun Higashi |
74594 |
169/1057 |
8-11-1959 |
Hells Canyon Hydro Project |
William and Lena Hogg |
62788 |
167/64 |
6-28-1957 |
Hells Canyon Hydro Project |
Mervin Alvin Jahns, et al |
65370 |
167/831 |
12-12-1957 |
Hells Canyon Hydro Project |
Robert H. and Myrtle M. Jahns |
65371 |
167/832 |
12-12-1957 |
Hells Canyon Hydro Project |
J.W. and Mable C. Knox |
63929 |
167/384 |
9-6-1957 |
Hells Canyon Hydro Project |
Mona and E.R. Lanning |
15610 |
68 14/011 |
4-1-1968 |
Hells Canyon Hydro Project |
J.H. and Cora M. Maurer |
61689 |
65 19/007 |
5-10-1965 |
Hells Canyon Hydro Project |
Irving and Helen Biggs Rand |
10237 |
67 07/008 |
2-14-1967 |
Hells Canyon Hydro Project |
John L. and Virginia Rand |
10238 |
67 07/010 |
2-14-1967 |
Hells Canyon Hydro Project |
Amos E. and Bernice Robinette |
9289 |
66 47/067 |
11-25-1966 |
Hells Canyon Hydro Project |
Roman Catholic Bishop of the Diocese of Baker |
1364 |
65 15/077 |
4-16-1965 |
Hells Canyon Hydro Project |
Clayton Robbins |
87791 |
172/655 |
2-14-1962 |
Hells Canyon Hydro Project |
Helen Gerdes, et al |
16868 |
150/515 |
6-13-1949 |
Hells Canyon Hydro Project |
Henry E. Smith |
99730 |
174/893 |
6-24-1964 |
Hells Canyon Hydro Project |
Earl and Billee Thompson |
99128 |
174/683 |
5-5-1964 |
Hells Canyon Hydro Project |
Hazel Vrba |
01438 |
65 16/048 |
4-22-1965 |
Hells Canyon Hydro Project |
Elizabeth Allstead |
79417 |
170/1107 |
7-6-1966 |
Hells Canyon Hydro Project |
George S. and Doris M. Degitz |
53942 |
165/86 |
12-8-1955 |
Hells Canyon Hydro Project |
George S. and Doris M. Degitz |
99734 |
174/892 |
6-24-1964 |
Hells Canyon Hydro Project |
Baker County, Oregon |
71588 |
168/1354 |
2-13-1959 |
Hells Canyon Hydro Project |
Baker County, Oregon |
71589 |
168/1356 |
2-13-1959 |
Hells Canyon Hydro Project |
Baker County, Oregon |
71591 |
168/1361 |
2-13-1959 |
Hells Canyon Hydro Project |
Jack B. Dennis |
74918 |
169/1164 |
8-31-1959 |
Hells Canyon Hydro Project |
Norvil M. and Bessie P. Greener |
57953 |
165/1368 |
8-15-1956 |
Hells Canyon Hydro Project |
Norvil M. and Bessie P. Greener |
57954 |
165/1369 |
8-15-1956 |
Hells Canyon Hydro Project |
William and Sue Menze |
57523 |
165/1221 |
7-18-1956 |
Hells Canyon Hydro Project |
Emmett and Alice Holt |
57524 |
165/1222 |
7-18-1956 |
Hells Canyon Hydro Project |
George and Lillian V. Aklin |
57525 |
165/1223 |
7-18-1956 |
Hells Canyon Hydro Project |
Walter G. and Anna Clark |
57526 |
165/1224 |
7-18-1956 |
Hells Canyon Hydro Project |
Walter G. and Anna Clark |
69986 |
168/880 |
10-29-1958 |
Hells Canyon Hydro Project |
Emmett and Alice Holt |
69987 |
168/881 |
10-29-1958 |
Hells Canyon Hydro Project |
William and Sue Menze |
69988 |
168/882 |
10-29-1958 |
Hells Canyon Hydro Project |
George and Lillian V. Aklin |
69989 |
168/883 |
10-29-1958 |
Hells Canyon Hydro Project |
Genevieve Maley |
64721 |
167/587 |
11-4-1957 |
Hells Canyon Hydro Project |
Baker County, Oregon |
34509 |
71 39/010 |
9-27-1971 |
Hells Canyon Hydro Project |
O.D and Lena Pierce |
53943 |
165/88 |
12-8-1955 |
Hells Canyon Hydro Project |
Baker County School District No. 61 |
42317 |
72 51/049 |
12-21-1972 |
Hells Canyon Hydro Project |
Anson E.and Ohlia A. Powell |
71014 |
168/1182 |
1-6-1959 |
Hells Canyon Hydro Project |
Henry Will |
62295 |
166/1340 |
5-29-1957 |
Hells Canyon Hydro Project |
Dan L. and Blanche Forsea |
67720 |
168/153 |
5-26-1958 |
Hells Canyon Hydro Project |
Dan L. Forsea, et al |
68244 |
168/309 |
6-27-1958 |
Hells Canyon Hydro Project |
Oregon-Washington Railroad & Navigation Company |
69735 |
168/794 |
10-10-1958 |
Hells Canyon Hydro Project |
Baker County, Oregon |
68447 |
168/354 |
7-3-1958 |
Hells Canyon Hydro Project |
Ellis and Blanche Allen |
70744 |
168/1125 |
12-15-1958 |
Hells Canyon Hydro Project |
Edward and Alma Allen |
71321 |
168-1253 |
1-28-1959 |
Hells Canyon Hydro Project |
John L. and Velma R. Allen |
56119 |
5-3-1956 |
165/813 |
Hells Canyon Hydro Project |
John L. and Velma R. Allen |
56120 |
165/815 |
5-3-1956 |
Hells Canyon Hydro Project |
John L. and Velma R. Allen |
77644 |
170/496 |
2-29-1960 |
Hells Canyon Hydro Project |
Charles Arthur |
56349 |
165/883 |
5-21-1956 |
Hells Canyon Hydro Project |
Theodore R. and Winnifred A. Avery |
66740 |
167/1263 |
3-24-1958 |
Hells Canyon Hydro Project |
Baker County, Oregon |
84325 |
171/1088 |
6-30-1961 |
Hells Canyon Hydro Project |
Baker County, Oregon |
68977 |
168/541 |
8-11-1958 |
Hells Canyon Hydro Project |
Baker County School District No. 23 |
69580 |
168/754 |
9-29-1958 |
Hells Canyon Hydro Project |
Baker County School District No. 23 |
69579 |
168/752 |
9-29-1958 |
Hells Canyon Hydro Project |
Baker County School District No. 23 |
69578 |
168/749 |
9-29-1958 |
Hells Canyon Hydro Project |
Baker County School District No. 23 |
69581 |
168/756 |
9-29-1958 |
Hells Canyon Hydro Project |
Gertrude Baker |
65433 |
167/860 |
12-17-1957 |
Hells Canyon Hydro Project |
Gertrude Baker |
67826 |
168/171 |
5-26-1958 |
Hells Canyon Hydro Project |
Bert Basche |
68560 |
168/387 |
7-11-1958 |
Hells Canyon Hydro Project |
Peter and Ernestine Basche |
62406 |
166/393 |
6-7-1957 |
Hells Canyon Hydro Project |
Pete F. and Ernestine Basche |
64848 |
167/650 |
11-12-1957 |
Hells Canyon Hydro Project |
Mary D. Bastian |
61936 |
166/1185 |
5-8-1957 |
Hells Canyon Hydro Project |
Claus P. and Alveda M. Sass |
70488 |
168/1037 |
11-25-1958 |
Hells Canyon Hydro Project |
Elma V. and Gilbert H. Beck |
70490 |
168/1043 |
11-25-1958 |
Hells Canyon Hydro Project |
Gilmer L. and Marjorie J. Hankins |
70491 |
168/1048 |
11-25-1958 |
Hells Canyon Hydro Project |
Elma V. and Gilbert H. Beck |
70489 |
168/1042 |
11-25-1958 |
Hells Canyon Hydro Project |
Leon E. and Ruby O. Bendixen |
77645 |
170/498 |
2-29-1960 |
Hells Canyon Hydro Project |
Leroy and Leslie Smelcer |
12640 |
140/248 |
9-3-1946 |
Hells Canyon Hydro Project |
George A. and Florence Ludiker |
64301 |
167/484 |
10-1-1957 |
Hells Canyon Hydro Project |
Roy E. and Wanda E. Bendixen |
65045 |
167/705 |
11-25-1957 |
Hells Canyon Hydro Project |
Nora Benson |
58973 |
166/302 |
8-11-56 |
Hells Canyon Hydro Project |
Bestwall Gypsum Company |
62147 |
166/1288 |
5-22-1957 |
Hells Canyon Hydro Project |
Bestwall Gypsum Company |
80071 |
170/1329 |
8-23-1960 |
Hells Canyon Hydro Project |
Willard F. and Neva V. Bisom |
9550 |
146/334 |
3-17-1948 |
Hells Canyon Hydro Project |
Willard F. and Neva V. Bisom |
60576 |
166/755 |
2-11-1957 |
Hells Canyon Hydro Project |
Ray J. and Elizabeth A. Blevins |
60551 |
166/749 |
2-7-1957 |
Hells Canyon Hydro Project |
Elmer V. and Jennie M. Boyer |
61937 |
166/1186 |
5-8-1957 |
Hells Canyon Hydro Project |
Sam V. and Hazel Buxton |
65754 |
167/947 |
1-3-1958 |
Hells Canyon Hydro Project |
Paul L. and Olga L. Brooks |
68705 |
168/444 |
7-2-1958 |
Hells Canyon Hydro Project |
Paul L. and Olga L. Brooks |
77646 |
170/500 |
2-29-1960 |
Hells Canyon Hydro Project |
Robert Buchanan |
77647 |
170/503 |
2-29-1960 |
Hells Canyon Hydro Project |
Robert Buchanan |
77648 |
170/505 |
2-29-1960 |
Hells Canyon Hydro Project |
Frank Butchart, et al |
66992 |
167/1357 |
4-7-1958 |
Hells Canyon Hydro Project |
Frank Butchart, et al |
66993 |
167/1359 |
4-7-1958 |
Hells Canyon Hydro Project |
Albert W. and Grace L. Campbell |
77649 |
170/508 |
2-29-1960 |
Hells Canyon Hydro Project |
John L. and Velma R. Allen |
55386 |
185/574 |
3-16-1956 |
Hells Canyon Hydro Project |
Ray C. and Frances Carrithers |
64843 |
167/641 |
11-12-1957 |
Hells Canyon Hydro Project |
Doris Krueger, et al |
65563 |
167/881 |
12-26-1957 |
Hells Canyon Hydro Project |
John T. and Josephine V. Coats |
68701 |
168/433 |
7-21-1958 |
Hells Canyon Hydro Project |
John T. and Josephine V. Coats |
68702 |
168/435 |
7-21-1958 |
Hells Canyon Hydro Project |
Cornucopia Gold Mines |
59728 |
166/516 |
12/10/1956 |
Hells Canyon Hydro Project |
F.L. and Eathel Coulter |
59416 |
166/431 |
11-23-1956 |
Hells Canyon Hydro Project |
Albert L. and Jessie Cummings |
58287 |
166/118 |
9-10-1956 |
Hells Canyon Hydro Project |
Mary Davis |
65203 |
167/780 |
12-2-1957 |
Hells Canyon Hydro Project |
Mary Davis |
68703 |
168/438 |
7-21-1958 |
Hells Canyon Hydro Project |
George S. and Doris M. Degitz |
77650 |
170/510 |
2-29-1960 |
Hells Canyon Hydro Project |
Eagle Valley School District No. 44 |
62488 |
166/1424 |
6-13-1957 |
Hells Canyon Hydro Project |
Ellingson Lumber Company |
78831 |
170/873 |
5-23-1960 |
Hells Canyon Hydro Project |
Carolyn Morris, et al |
62480 |
166-1420 |
6-13-1957 |
Hells Canyon Hydro Project |
Ben and Mabel Dunleavy |
77219 |
170/362 |
2-1-1960 |
Hells Canyon Hydro Project |
W. Lovell and Velma E. Gover |
77651 |
170/513 |
2-29-1960 |
Hells Canyon Hydro Project |
Velma E. Gover, et al |
88850 |
172/910 |
4-30-1962 |
Hells Canyon Hydro Project |
Kenneth H. and Mary Ellen Grant |
58974 |
166/303 |
10-24-1956 |
Hells Canyon Hydro Project |
E. K. Greener |
64845 |
167/644 |
11-12-1957 |
Hells Canyon Hydro Project |
E. K. Greener |
77652 |
170/516 |
2-29-1960 |
Hells Canyon Hydro Project |
Norvil and Bessie Greener |
77654 |
170/526 |
2-29-1960 |
Hells Canyon Hydro Project |
Norvil and Bessie Greener |
77653 |
170/519 |
2-29-1960 |
Hells Canyon Hydro Project |
J.J. and Eva Hendrix |
77655 |
170/528 |
2-29-1960 |
Hells Canyon Hydro Project |
Anna Henggeler |
62108 |
166/1272 |
3-20-1957 |
Hells Canyon Hydro Project |
LaVerna E. Wallace Hensley |
58681 |
166/220 |
10-4-1956 |
Hells Canyon Hydro Project |
George N. and Wadean R. Holcomb |
72710 |
169/300 |
4-22-1959 |
Hells Canyon Hydro Project |
George N. and Wadean R. Holcomb |
72711 |
169/303 |
4-22-1959 |
Hells Canyon Hydro Project |
George N. and Wadean R. Holcomb |
77656 |
170/531 |
2-29-1960 |
Hells Canyon Hydro Project |
Raymond C. and Helen H. Holt |
77657 |
170/534 |
2-29-1960 |
Hells Canyon Hydro Project |
Addaline Hunsaker |
65369 |
167/830 |
12-12-1957 |
Hells Canyon Hydro Project |
Maude Johnson |
58902 |
166/275 |
10-19-1956 |
Hells Canyon Hydro Project |
Henry J. Keeney |
58903 |
166/277 |
10-19-1956 |
Hells Canyon Hydro Project |
Lorval L. and Belle L. Johnson |
57630 |
165/1254 |
7-26-1956 |
Hells Canyon Hydro Project |
Alberta Kendall |
62859 |
167/074 |
7/1/1957 |
Hells Canyon Hydro Project |
Joe R. and Frances Kendall |
64723 |
167/591 |
11-4-1957 |
Hells Canyon Hydro Project |
Lewis and Zelma Laird |
63930 |
167/385 |
9-6-1957 |
Hells Canyon Hydro Project |
Lewis and Zelma Laird |
77658 |
170/536 |
2-29-1960 |
Hells Canyon Hydro Project |
W. C. McCall, et al |
65935 |
167/1005 |
1-27-1958 |
Hells Canyon Hydro Project |
W. C. McCall, et al |
68797 |
168/476 |
7-28-1958 |
Hells Canyon Hydro Project |
Frank and Edith McDowell |
67159 |
167/1411 |
4-17-1958 |
Hells Canyon Hydro Project |
W.C. and Marian H. McCall |
78764 |
170/844 |
5-17-1960 |
Hells Canyon Hydro Project |
W.C. and Marian H. McCall |
78765 |
170/846 |
5-17-1960 |
Hells Canyon Hydro Project |
W.C. and Marian H. McCall |
78766 |
170/848 |
5-17-1960 |
Hells Canyon Hydro Project |
W.C. and Marian H. McCall |
10098 |
67 05/068 |
2-3-1967 |
Hells Canyon Hydro Project |
Byrl E. and Tiz J. Landers |
64176 |
167/451 |
9-24-1957 |
Hells Canyon Hydro Project |
Byrl E. and Tiz J. Landers |
77659 |
170/538 |
2-29-1960 |
Hells Canyon Hydro Project |
Percy J. and Aleda Laird |
68122 |
168/284 |
6-23-1958 |
Hells Canyon Hydro Project |
Elsie Leo Tennant |
61940 |
166/1191 |
5-8-1957 |
Hells Canyon Hydro Project |
Christine Mary Leo Bartlett |
61941 |
166/1192 |
5-8-1957 |
Hells Canyon Hydro Project |
Ernest A. and Margery M. Ludiker |
63619 |
167/286 |
8-19-1957 |
Hells Canyon Hydro Project |
George C. and Velma Mapes |
67296 |
168/020 |
4-25-1958 |
Hells Canyon Hydro Project |
Nadine Wade Johnson |
67298 |
168/026 |
4-25-1958 |
Hells Canyon Hydro Project |
Josephine Crowe |
67297 |
168/023 |
4-25-1958 |
Hells Canyon Hydro Project |
Terrel D. McCormick, et al |
61939 |
166/1189 |
5-8-1957 |
Hells Canyon Hydro Project |
Franklin R. and Laura J. McKay |
59840 |
166/557 |
12-17-1956 |
Hells Canyon Hydro Project |
Umberto and Helen Miglioretto |
65716 |
167/937 |
1-9-1958 |
Hells Canyon Hydro Project |
George G. and Fern D. McKinney |
61383 |
166/973 |
4-3-1957 |
Hells Canyon Hydro Project |
George G. and Fern D. McKinney |
65850 |
167/985 |
1-21-1958 |
Hells Canyon Hydro Project |
Adella M. Miller |
88851 |
172/913 |
4-30-1962 |
Hells Canyon Hydro Project |
Carl E. and Nora Eva Miller |
65818 |
167/972 |
1-17-1958 |
Hells Canyon Hydro Project |
Carl E. and Nora Eva Miller |
65817 |
167/971 |
1-17-1958 |
Hells Canyon Hydro Project |
Robinette Forwarding Company |
65819 |
167/973 |
1-17-1958 |
Hells Canyon Hydro Project |
Ida Miller |
56121 |
165/817 |
5-3-1956 |
Hells Canyon Hydro Project |
Frans J. Olson |
58904 |
166/278 |
10-19-1956 |
Hells Canyon Hydro Project |
Oregon Short Line Railroad Company |
81070 |
171/068 |
10-27-1960 |
Hells Canyon Hydro Project |
Oregon-Washington Railroad & Navigation Company |
12593 |
168/794 |
8-6-1958 |
Hells Canyon Hydro Project |
Richard W. and Shirley Pex |
64720 |
167/585 |
11-4-1957 |
Hells Canyon Hydro Project |
Greer W. and Wanda May Pickler |
78925 |
170/902 |
5-27-1960 |
Hells Canyon Hydro Project |
Dwight E. and Ardyce E. Pline |
65014 |
167/694 |
11-21-1957 |
Hells Canyon Hydro Project |
M.H. and Esther E. Pline |
66360 |
167/1130 |
2-25-1958 |
Hells Canyon Hydro Project |
M.H. and Esther E. Pline |
68976 |
168/537 |
8-11-1958 |
Hells Canyon Hydro Project |
Jeff and Billie Wells Pollard |
60552 |
166/750 |
2-7-1957 |
Hells Canyon Hydro Project |
Anson E. and Ohlia A. Powell |
66306 |
167/1114 |
2-24-1958 |
Hells Canyon Hydro Project |
Anson E. and Ohlia A. Powell |
71014 |
168/1182 |
1-6-1959 |
Hells Canyon Hydro Project |
Guy W. and Mabel Ray |
55653 |
165/673 |
4-5-1956 |
Hells Canyon Hydro Project |
Guy W. and Mabel Ray |
55652 |
165/672 |
4-5-1956 |
Hells Canyon Hydro Project |
Harold H. Hursh |
69990 |
168/884 |
10-29-1958 |
Hells Canyon Hydro Project |
Amos D. and Ora E. Robinette |
57730 |
165/1286 |
8-1-1956 |
Hells Canyon Hydro Project |
Amos D. and Ora E. Robinette |
57728 |
165/1283 |
8-1-1956 |
Hells Canyon Hydro Project |
Amos D. and Ora E. Robinette |
57727 |
165/1281 |
8-1-1956 |
Hells Canyon Hydro Project |
John Rouse, et al |
71378 |
168/1282 |
2-2-1959 |
Hells Canyon Hydro Project |
John Rouse, et al |
77694 |
170/560 |
3-2-1960 |
Hells Canyon Hydro Project |
Edith and Ray Rynearson |
67138 |
167/1405 |
4-16-1958 |
Hells Canyon Hydro Project |
Edith and Ray Rynearson |
67137 |
167/1401 |
4-16-1958 |
Hells Canyon Hydro Project |
Claus P. and Alveda M. Sass |
65403 |
167/836 |
12-13-1957 |
Hells Canyon Hydro Project |
Catharina Sass, et al |
65404 |
167/838 |
12-13-1957 |
Hells Canyon Hydro Project |
George and Wilma Schultz |
77661 |
170/544 |
2-29-1960 |
Hells Canyon Hydro Project |
A.D. Shelvin |
67896 |
168/228 |
6-5-1958 |
Hells Canyon Hydro Project |
George K. Sjoquist, et al |
56934 |
165/1120 |
6-22-1956 |
Hells Canyon Hydro Project |
LeRoy Smelcer, et al |
66437 |
167/1151 |
3-3-1958 |
Hells Canyon Hydro Project |
LeRoy and Leslie Smelcer |
77660 |
170/540 |
2-29-1960 |
Hells Canyon Hydro Project |
Ernest C. Snyder |
59070 |
166/339 |
10-31-1956 |
Hells Canyon Hydro Project |
Ernest C. Snyder |
69050 |
168/565 |
8-15-1958 |
Hells Canyon Hydro Project |
George N. and Hiltho Speropulos |
71590 |
168/1359 |
2-13-1959 |
Hells Canyon Hydro Project |
Standard Oil Company of California |
65044 |
167/703 |
11-25-1957 |
Hells Canyon Hydro Project |
Fred G. and Valeria E. Still |
60550 |
166/747 |
2-7-1952 |
Hells Canyon Hydro Project |
Lawrence R. Smith, et al |
92337 |
173/357 |
12-31-1962 |
Hells Canyon Hydro Project |
Lawrence R. Smith, et al |
92338 |
173/360 |
12-31-1962 |
Hells Canyon Hydro Project |
M.D. Stilwell, et al |
64722 |
167/589 |
11-4-1957 |
Hells Canyon Hydro Project |
Stilwell Pengilly Lumber Co. |
64347 |
167/497 |
10-4-1957 |
Hells Canyon Hydro Project |
Donald P. Sullivan |
67004 |
170/176 |
4-7-1958 |
Hells Canyon Hydro Project |
Vincent J. Sullivan, et al |
66295 |
167/1107 |
2-21-1958 |
Hells Canyon Hydro Project |
Vincent J. Sullivan, et al |
69452 |
168/722 |
9-18-1958 |
Hells Canyon Hydro Project |
Elvere S. and Allene E. Thompson |
64849 |
167/654 |
11-12-1957 |
Hells Canyon Hydro Project |
Harvey Thompson and Violet Golick |
77693 |
170/557 |
3-2-1960 |
Hells Canyon Hydro Project |
Morris and Myrtle Wills |
64846 |
167/646 |
11-12-1957 |
Hells Canyon Hydro Project |
N. E. Wheeler, et al |
66981 |
167/1350 |
4-4-1958 |
Hells Canyon Hydro Project |
Hazel Margaret Bauman, et al |
62928 |
167/085 |
7-5-1957 |
Hells Canyon Hydro Project |
Charles O. and Mildred I. Whiteley |
62929 |
167/087 |
7-5-1957 |
Hells Canyon Hydro Project |
Henry Will |
62295 |
166/1340 |
5-29-1957 |
EXHIBIT B
GRANT COUNTY, OREGON
[No fee lands currently listed]
EXHIBIT B
HARNEY COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Drewsey Substation |
W.O. and Emma J. Newell |
72916 |
46/434 |
8-2-1947 |
EXHIBIT B
MALHEUR COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Multiple Properties |
Electric Investment Company |
76203 |
9/487 |
8-14-1916 |
Nyssa Office |
City of Nyssa, Oregon |
88-18411 |
|
5-27-1988 |
Cairo Substation |
Livestock Market Development Company |
94001 |
140/481 |
12-9-1968 |
Harper Substation |
John R. Coleman, et al |
72845 |
132/532 |
5-6-1966 |
Holley Substation |
Dewey E. and Lenora J. Winkelmann |
70343 |
132/40 |
2-9-1966 |
Hope Substation |
Malheur County, Oregon |
85-131173 |
|
9-25-1985 |
Hope Substation |
Leslie J. Matthews, Jr. |
85-131247 |
|
9-30-1985 |
Jacobsen Gulch Substation |
Skyline Farms, Inc. |
82015 |
136/75 |
6-26-1967 |
Juntura Substation |
David T. and Julia Jones |
46054 |
69-399 |
1-21-1947 |
Jordan Valley Substation |
Jordan Valley Electric Cooperative, Inc. |
34708 |
65/37 |
1-5-1946 |
Jordan Valley Substation |
Jordan Valley Electric Cooperative, Inc. |
39405 |
66/604 |
5-25-1946 |
Jordan Valley Substation |
Jordan Valley Electric Cooperative, Inc. |
44304 |
68/617 |
11-22-1946 |
Malheur Butte Substation |
Skyline Farms, Inc. |
76655 |
134/238 |
11-9-1966 |
Jamieson Substation |
Lester E. and Crystal B. Hammack |
24669 |
90/340 |
8-21-1952 |
Cow Valley Substation |
Ernest and Hattie Locey |
24670 |
90-342 |
8-21-1952 |
Nyssa Substation |
F.L. Lockwood |
10268 |
1/449 |
3-1-1912 |
Nyssa Substation |
Eris L. and Willis J. Bertram |
116083 |
|
12-28-1970 |
Ontario Substation |
Emery C. and Maleta M. Bedwell |
51492 |
71/191 |
7-18-1947 |
Ontario Substation |
Christ Ballner |
52856 |
71/472 |
9-26-1947 |
Ontario Substation |
Virgil J. and Minnie M. Jackson |
52857 |
71/473 |
9-26-1947 |
Ontario Substation |
Howard L. and Maxine Speelman |
52858 |
71/474 |
9-26-1947 |
Ontario Substation |
M.H. Thayer, et al |
59200 |
74/371 |
5-18-1948 |
Ontario Substation |
J.L. and Helen Dunker |
67739 |
78/405 |
4-29-1949 |
Ontario Substation |
State of Oregon |
15046 |
99/124 |
2-17-1955 |
Ontario Substation |
Freeman A. and Abbie G. Stewart |
62795 |
25/309 |
5-6-1925 |
Ontario Substation |
Wyman L. and Minnie Hall |
62796 |
25/310 |
5-6-1925 |
Ore-Ida Substation |
Marjorie M. Ridgeway |
124131 |
|
8-31-1971 |
Ore-Ida Substation |
Ore-Ida Foods, Inc. |
126868 |
|
12-3-1971 |
Vale Substation |
Vale Power Company |
72219 |
29/408 |
3-30-1928 |
Adrian Substation |
Lawrence and Christine Ziemer |
2006-8242 |
|
11-8-2006 |
Sage Substation |
Eddy and Evelyn Sayers |
2007-8432 |
|
11-9-2007 |
Malheur Transmission Lands |
W.J. Bailey, et al |
10267 |
1/448 |
3-1-1912 |
Ontario-Huntington Line |
Oscar and Thilda Jacobson |
73643 |
30/177 |
8-31-1928 |
Malheur County Lands |
Malheur Co-operative Electrical Association |
70985 |
79/593 |
9-22-1949 |
Malheur County Lands |
Malheur Co-operative Electrical Association |
69651 |
79/203 |
7-12-1949 |
Malheur County Lands |
Ontario-Nyssa Irrigation Company |
36121 |
14/171 |
1-29-1919 |
EXHIBIT B
MORROW COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Boardman Power Plant |
Boardman Power Company |
1978-13972 |
|
9-1-1978 |
EXHIBIT B
UNION COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Ladd Canyon Microwave Site |
Harvey and Goldie Ruckman |
47956 |
139/266 |
7-8-1957 |
Ladd Substation |
Ruth A. Crossen |
6080 |
149/578 |
8-25-1964 |
North Powder Substation |
Telocaset Wind Power Partners, LLC |
20091674 |
|
5-8-2009 |
EXHIBIT B
WALLOWA COUNTY, OREGON
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Hells Canyon Project |
W.G. and Hattie L. Miller |
62471 |
71/77 |
4-23-1963 |
Hells Canyon Project |
Earl Thompson, et al |
64590 |
71/507 |
5-6-1964 |
Hells Canyon Project |
Earl Thompson, et al |
64591 |
71/508 |
5-6-1964 |
Hells Canyon Project |
Earl Thompson, et al |
64592 |
71/508 |
5-6-1964 |
Hells Canyon Project |
Dan R. and Vi Cole |
62668 |
71/122 |
6-10-1963 |
Hells Canyon Project |
Dan R. and Violet J. Cole |
69661 |
74/241 |
3-15-1967 |
Pallette Substation |
Vern and Cecyl Colvin |
55960 |
68/634 |
10-16-1959 |
EXHIBIT B
LINCOLN COUNTY, WYOMING
[No fee lands currently listed]
EXHIBIT B
SWEETWATER COUNTY, WYOMING
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Jim Bridger Power Plant |
Union Pacific Railroad Company |
391260 |
487/468 |
12-30-1970 |
Jim Bridger Water Line |
Tourist Development Company |
122677 |
522/ 54 |
3-6-1973 |
Jim Bridger Water Line |
Wyoming Broadcasting Company |
427313 |
527/643 |
6-4-1973 |
Jim Bridger Evaporation Pond |
Union Pacific Railroad Company |
489605 |
599/620 |
12-23-1975 |
JB Gass Desulfurization pond |
Union Pacific Land Resources Corporation |
774860 |
694/1697 |
10-18-1978 |
Jim Bridger Pumping Plant |
Pacific Power & Light Company |
782309 |
697/788 |
1-22-1979 |
Jim Bridger Fly-Ash Landfill |
Pacific Power & Light Company |
961998 |
766/926 |
10-24-1985 |
Jim Bridger Evaporation Pond |
Union Pacific Land Resources Corporation |
990782 |
776-1923 |
12-12-1986 |
EXHIBIT B
ELKO COUNTY, NEVADA
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Wells Substation |
Ray A. Foote |
1839 |
7/66 |
9-8-1960 |
EXHIBIT B
HUMBOLDT COUNTY, NEVADA
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Valmy Power Plant |
Sierra Pacific Power Co. |
210447 |
145/427 |
1-27-1981 |
EXHIBIT B
LANDER COUNTY, NEVADA
|
||||
Property Name |
Grantor |
Instrument No. |
Book/ Page |
Recording Date |
Valmy Power Plant |
Sierra Pacific Power Co. |
104268 |
190/253 |
1-27-1981 |
Exhibit
10.66
IDACORP, Inc.
and/or Idaho Power Company Executive Officers
with Amended and Restated Change in Control Agreements Chart
(as of June 30, 2010)
Name |
Title |
Date of Agreement |
J. LaMont Keen |
President and Chief Executive Officer, IDACORP and Idaho Power |
12/29/2008 |
Darrel T. Anderson |
Executive Vice President Administrative Services and Chief Financial Officer, IDACORP and Idaho Power |
12/23/2008 |
Daniel B. Minor |
Executive Vice President, Operations, IDACORP and Idaho Power |
12/30/2008 |
Rex Blackburn |
Senior Vice President and General Counsel, IDACORP and Idaho Power |
4/1/2009 |
Lisa A. Grow |
Senior Vice President, Power Supply, Idaho Power |
12/12/2008 |
John R. Gale |
Senior Vice President, Corporate Responsibility, IDACORP and Idaho Power |
12/12/2008 |
Steven R. Keen |
Vice President, Finance and Treasurer, IDACORP and Idaho Power |
12/30/2008 |
Dennis C. Gribble |
Vice President and Chief Information Officer, IDACORP and Idaho Power |
12/11/2008 |
Lori D. Smith |
Vice President, Chief Risk Officer, IDACORP and Idaho Power |
12/31/2008 |
Luci K. McDonald |
Vice President, Human Resources and Corporate Services, IDACORP and Idaho Power |
12/20/2008 |
Naomi Shankel |
Vice President, Supply Chain, IDACORP and Idaho Power |
12/9/2008 |
Jeffrey L. Malmen |
Vice President, Public Affairs, IDACORP and Idaho Power |
12/10/2008 |
Warren Kline |
Vice President, Customer Operations, Idaho Power |
12/15/2008 |
Patrick A. Harrington |
Corporate Secretary, IDACORP and Idaho Power |
12/9/2008 |
N. Vern Porter* |
Vice President, Delivery Engineering and Operations, Idaho Power |
03/18/2010 |
Kenneth W. Petersen* |
Corporate Controller and Chief Accounting Officer, IDACORP and Idaho Power |
05/20/2010 |
*
Change in control agreement does not include 13
th
month trigger or
tax gross-up provisions.
Exhibit 10.69
EXECUTION COPY
JOINT PURCHASE AND SALE AGREEMENT
BETWEEN
IDAHO POWER
COMPANY,
AND
PACIFICORP,
APRIL 30, 2010
EXECUTION COPY
Table
of Contents
Page |
|||
|
|||
Article I DEFINITIONS |
2 |
||
|
1.1 |
Definitions |
2 |
|
1.2 |
Other Definitional and Interpretive Matters |
11 |
|
1.3 |
Joint Negotiation and Preparation of Agreement |
12 |
Article II PURCHASE AND SALE |
12 |
||
|
2.1 |
Purchase and Sale |
12 |
|
2.2 |
Excluded Assets |
13 |
|
2.3 |
Assumed Obligations |
15 |
|
2.4 |
Excluded Liabilities |
15 |
|
2.5 |
Non-Assignable Assets |
18 |
|
2.6 |
Consideration |
19 |
|
2.7 |
[Intentionally omitted.] |
21 |
|
2.8 |
Proration |
21 |
|
2.9 |
Time and Place of Closing |
22 |
|
2.10 |
Closing Deliverables |
22 |
|
2.11 |
Conditions Precedent to Closing |
25 |
|
2.12 |
Release of Mortgage Liens or other Encumbrances |
27 |
Article III REPRESENTATIONS AND WARRANTIES |
28 |
||
|
3.1 |
Representations and Warranties of Idaho Power |
28 |
|
3.2 |
Representations and Warranties of PacifiCorp |
30 |
Article IV COVENANTS |
33 |
||
|
4.1 |
Conditions and Commercially Reasonable Efforts |
33 |
|
4.2 |
Filings with Governmental Entities |
33 |
|
4.3 |
Compliance |
34 |
|
4.4 |
Risk of Loss |
34 |
|
4.5 |
Maintenance of Substation Facilities |
34 |
|
4.6 |
Notice |
34 |
|
4.7 |
Disclosure |
35 |
i
EXECUTION COPY
Article V TERMINATION |
35 |
||
|
5.1 |
Termination |
35 |
|
5.2 |
Effect of Early Termination |
36 |
Article VI INDEMNIFICATION |
36 |
||
|
6.1 |
Survival of Representations and Warranties: Notices of Claims |
36 |
|
6.2 |
Indemnification |
37 |
|
6.3 |
Limitations on Indemnification |
38 |
|
6.4 |
Exclusive Remedies |
39 |
|
6.5 |
Notice and Participation |
39 |
|
6.6 |
Net Amount |
40 |
|
6.7 |
No Set-Off |
41 |
|
6.8 |
No Release of Insurers |
41 |
|
6.9 |
Mitigation |
41 |
|
6.10 |
Survival of Obligation |
41 |
|
6.11 |
Limitation of Liability |
41 |
Article VII MISCELLANEOUS PROVISIONS |
41 |
||
|
7.1 |
Amendment and Modification |
41 |
|
7.2 |
Waiver of Compliance; Consents |
41 |
|
7.3 |
Notices |
41 |
|
7.4 |
Assignment |
42 |
|
7.5 |
Governing Law; Exclusive Choice of Forum; Remedies |
42 |
|
7.6 |
Severability |
43 |
|
7.7 |
Entire Agreement |
43 |
|
7.8 |
Expenses |
43 |
|
7.9 |
Delivery |
43 |
ii
EXECUTION COPY
Exhibits
Exhibit A |
Description of Hemingway Substation Facilities |
Exhibit B |
Description of Populus Substation Facilities |
Exhibit C |
Form of Hemingway Bill of Sale |
Exhibit D |
Form of Populus Bill of Sale |
Exhibit E |
Form of Hemingway Assignment and Assumption Agreement |
Exhibit F |
Form of Populus Assignment and Assumption Agreement |
Exhibit G |
Form of Hemingway Joint Ownership and Operating Agreement |
Exhibit H |
Form of Populus Joint Ownership and Operating Agreement |
Exhibit I |
Form of Hemingway Easement Agreement |
Exhibit J |
Form of Populus Easement Agreement |
Exhibit K |
Description of Hemingway Substation Site |
Exhibit L |
Description of Populus Substation Site |
Exhibit M |
Form of Hemingway Deed |
Exhibit N |
Form of Populus Deed |
Schedules
Schedule 1.1(a) |
Hemingway Transferable Permits |
Schedule 1.1(b) |
Idaho Powers Knowledge |
Schedule 1.1(c) |
Idaho Power Permitted Encumbrances |
Schedule 1.1(d) |
PacifiCorps Knowledge |
Schedule 1.1(e) |
PacifiCorp Permitted Encumbrances |
Schedule 1.1(f) |
Populus Transferable Permits |
Schedule 3.1(e) |
Exceptions to Governmental Authorizations Obtained by Idaho Power |
Schedule 3.1(f) |
PacifiCorp Acquired Assets - Liabilities |
Schedule 3.1(g) |
PacifiCorp Acquired Assets - Title Exceptions |
Schedule 3.1(h)(i)-A |
PacifiCorp Acquired Assets - Environmental Permits |
Schedule 3.1(h)(i)-B |
PacifiCorp Acquired Assets - Environmental Law and Environmental |
|
Permit Exceptions |
Schedule 3.1(h)(ii) |
PacifiCorp Acquired Assets Violation of Environmental Laws and |
|
Environmental Permits |
Schedule 3.1(h)(iii) |
PacifiCorp Acquired Assets - Releases |
Schedule 3.1(h)(iv) |
PacifiCorp Acquired Assets Storage Tanks, etc. |
Schedule 3.1(h)(v) |
PacifiCorp Acquired Assets Assumed Obligations Under Environmental |
|
Laws |
PacifiCorp Acquired Assets - Environmental Reports |
|
Schedule 3.1(k) |
PacifiCorp Acquired Assets Intellectual Property |
Schedule 3.1(l) |
Hemingway Substation Facilities Contracts |
Schedule 3.2(e) |
Exceptions to Governmental Authorizations Obtained by PacifiCorp |
Schedule 3.2(f) |
Idaho Power Acquired Assets - Liabilities |
Schedule 3.2(g) |
Idaho Power Acquired Assets - Title Exceptions |
Schedule 3.2(h)(i)-A |
Idaho Power Acquired Assets - Environmental Permits |
Schedule 3.2(h)(i)-B |
Idaho Power Acquired Assets - Environmental Law and Environmental |
|
Permit Exceptions |
iii
EXECUTION COPY
Schedule 3.2(h)(ii) |
Idaho Power Acquired Assets Violation of Environmental Laws and |
|
Environmental Permits |
Schedule 3.2(h)(iii) |
Idaho Power Acquired Assets - Releases |
Schedule 3.2(h)(iv) |
Idaho Power Acquired Assets Storage Tanks, etc. |
Schedule 3.2(h)(v) |
Idaho Power Acquired Assets Assumed Obligations Under |
|
Environmental Laws |
Schedule 3.2(h)(vi) |
Idaho Power Acquired Assets - Environmental Reports |
Schedule 3.2(k) |
Idaho Power Acquired Assets Intellectual Property |
Schedule 3.2(l) |
Populus Substation Facilities Contracts |
Schedule 4.2(a) |
Idaho Power Required Regulatory Approvals Initiated by Idaho Power |
|
prior to the Effective Date |
Schedule 4.2(b) |
PacifiCorp Required Regulatory Approvals Initiated by PacifiCorp prior |
|
to the Effective Date |
iv
EXECUTION COPY
JOINT PURCHASE AND SALE AGREEMENT
This Joint Purchase and Sale Agreement (this Agreement ), dated as of April 30, 2010 ( Effective Date ), is made and entered into by and between Idaho Power Company, an Idaho corporation acting in its capacity as a regulated transmission provider ( Idaho Power ), and PacifiCorp, an Oregon corporation acting in its capacity as a regulated transmission provider ( PacifiCorp ). Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as Party and collectively as Parties .
RECITALS:
WHEREAS, Idaho Power is a transmission provider which owns and operates certain facilities for the transmission of electric power and energy located in Idaho, including the Hemingway Substation which is currently under construction (the Hemingway Substation );
WHEREAS, PacifiCorp is a transmission provider which owns and operates certain facilities for the transmission of electric power and energy located in Idaho, including the Populus Substation which is currently under construction (the Populus Substation );
WHEREAS, (i) Idaho Power wishes to sell and transfer to PacifiCorp and PacifiCorp wishes to purchase and accept from Idaho Power an undivided ownership interest in certain electrical fixtures affixed to the real property located at the Hemingway Substation (consisting of the electrical fixtures described in Section I of Exhibit A that are installed at the Hemingway Substation on or before the Closing Date, the Hemingway Substation Facilities ), subject to the terms and conditions set forth in this Agreement; (ii) PacifiCorp wishes to sell and transfer to Idaho Power and Idaho Power wishes to purchase and accept from PacifiCorp an undivided ownership interest in certain electrical fixtures affixed to the real property located at the Populus Substation (consisting of the electrical fixtures described in Section I of Exhibit B that are installed at the Populus Substation on or before the Closing Date, the Populus Substation Facilities ), subject to the terms and conditions set forth in this Agreement; and (iii) the Parties desire to enter into and/or deliver to one another certain Related Documents in connection therewith at or before the Closing (collectively, the Contemplated Transaction ); and
WHEREAS, the Parties desire to memorialize the terms and conditions by which Idaho Power will sell and transfer to PacifiCorp and PacifiCorp will purchase and accept from Idaho Power an undivided ownership interest in the Hemingway Substation Facilities, and by which PacifiCorp will sell and transfer to Idaho Power and Idaho Power will purchase and accept from PacifiCorp an undivided ownership interest in the Populus Substation Facilities.
NOW THEREFORE, in consideration of the Parties respective representations, warranties, and agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
EXECUTION COPY
Affiliate means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided , however , that in the case of PacifiCorp, Affiliate means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries. For the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with ), as used with respect to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right to direct the policies or operations of such Person.
Affiliated Group means any affiliated group within the meaning of Code Section 1504(a) or any similar group defined under a similar provision of law.
Agreement has the meaning given to such term in the preamble.
Business Day means any day other than Saturday, Sunday, and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.
Claims means any administrative, regulatory, or judicial actions or causes of action, suits, petitions, proceedings (including arbitration proceedings), investigations, hearings, demands, demand letters, claims, complaints, allegations of liability or potential liability or notices of noncompliance or violation delivered by any Governmental Entity or other Person.
Closing has the meaning given to such term in Section 2.9 .
Closing Date has the meaning given to such term in Section 2.9 .
Code means the Internal Revenue Code of 1986, as amended.
Commercially Reasonable Efforts means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).
2
EXECUTION COPY
Contract means any agreement, lease, license, note, evidence of indebtedness, mortgage, security agreement, understanding, instrument or other arrangement, in each case, whether written or oral.
Contemplated Transaction has the meaning given to such term in the recitals.
Costs means, with respect to a Partys construction of the Hemingway Substation Facility or the Populus Substation Facility, as applicable, or such construction on behalf of a Party, the Partys actual cost of preliminary surveys and investigation, development, design, and construction of the facility, including an allowance for funds used during construction and applicable overheads determined in accordance with the Partys customary practices, as calculated in accordance with the Federal Energy Regulatory Commissions Uniform System of Accounts.
Disputed Costs Notice has the meaning given to such term in Section 2.6(d)(i)(B) .
Effective Date has the meaning given to such term in the preamble.
Effective Time has the meaning given to such term in Section 2.9 .
Encumbrances means any mortgages, pledges, liens, Claims, charges, security interests, conditional and installment sale agreements, activity and use limitations, easements, covenants, encumbrances, obligations, limitations, title defects, deed restrictions, and any other restrictions of any kind, including restrictions on use, transfer, receipt of income, or exercise of any other attribute of ownership.
Environment means the indoor or outdoor environment, including any soil, land surface and subsurface strata, surface waters (including navigable waters, streams, ponds, drainage basins, and wetlands), groundwater, drinking water supply, sediments, ambient air (including the air within buildings and the air within other natural or man-made structures above or below ground), plant and animal life, and any other natural resource.
Environmental Claims means any and all Claims (including any such Claims involving toxic torts or similar liabilities in tort, whether based on negligence or other fault, strict or absolute liability, or any other basis) relating in any way to any Environmental Laws or Environmental Permits, or arising from the presence, Release, or threatened Release (or alleged presence, Release, or threatened Release) into the Environment of any Hazardous Materials, or the result of the handling, transportation or treatment of Hazardous Materials, including any and all Claims by any Governmental Entity or by any Person for enforcement, cleanup, remediation, removal, response, remedial or other actions, or response costs, damages, contribution, indemnification, cost recovery, compensation, fines or penalties or injunctive relief arising out of or relating to any Environmental Law or Hazardous Materials or for any property damage, natural resource damage or personal or bodily injury (including death) or threat of injury to health, safety, natural resources, or the Environment.
3
EXECUTION COPY
Environmental Laws means all Governmental Requirements (including common law) relating to pollution or the protection of human health, safety, the Environment, or damage to natural resources, including Governmental Requirements relating to Releases and threatened Releases or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or handling of Hazardous Materials. Environmental Laws include the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601, et seq.; the Federal Insecticide, Fungicide and Rodenticide Act, 7 U.S.C. § 136, et seq.; the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 and Hazardous and Solid Waste Amendments of 1984, 42 U.S.C. § 6901, et seq.; the Hazardous Materials Transportation Act, 49 U.S.C. § 1801, et seq.; the Toxic Substances Control Act, 15 U.S.C. § 2601, et seq.; the Clean Air Act, 42 U.S.C. § 7401, et seq.; the Federal Water Pollution Control Act, 33 U.S.C. § 1251, et seq.; the Oil Pollution Act, 33 U.S.C. § 2701, et seq.; the Endangered Species Act, 16 U.S.C. § 1531, et seq.; the National Environmental Policy Act, 42 U.S.C. § 4321, et seq.; the Occupational Safety and Health Act, 29 U.S.C. § 651, et seq.; the Safe Drinking Water Act, 42 U.S.C. § 300f, et seq.; Emergency Planning and Community Right-to-Know Act, 42 U.S.C. § 11001, et seq.; Atomic Energy Act, 42 U.S.C. § 2014, et seq.; Nuclear Waste Policy Act, 42 U.S.C. § 10101, et seq.; and all similar or analogous foreign, state, regional or local statutes, secondary and subordinate legislation, and directives, as in effect and legally binding, and the rules and regulations promulgated thereunder, and any provisions of common law providing for any remedy or right of recovery or right of injunctive relief with respect to Environmental Matters, as these laws, rules and regulations were in the past or are currently in effect at the relevant time period.
Environmental Matters means: (a) the pollution or destruction of, or loss or injury to, or any adverse effect upon, the Environment, (b) the protection, cleanup or restoration of, or removal, remediation or mitigation of conditions affecting the Environment, (c) any Release or the generation, handling, transportation, use, treatment or storage of any Hazardous Materials, (d) the regulation of the manufacture, processing, distribution or use, for commercial purposes, of chemical substances or radioactive materials, by-products or waste, or (e) any matter concerning or arising out of the Environment or exposure to Hazardous Materials.
Environmental Permits means all permits, certifications, licenses, franchises, approvals, consents, notifications, exemptions, waivers or other authorizations of any Governmental Entity under or with respect to applicable Environmental Laws.
GAAP means generally accepted accounting principles in the United States of America.
Good Utility Practice means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act Section 215(a)(4) , 16 U.S.C. § 824o(a)(4)(2006).
4
EXECUTION COPY
Governmental Authorizations means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Entity, including Environmental Permits.
Governmental Entity means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power.
Governmental Requirements means all laws, statutes, ordinances, rules, regulations, codes and similar acts or promulgations or other legally enforceable requirements of any Governmental Entity.
Hazardous Materials means (a) any chemicals, materials, substances, or wastes which are now or hereafter defined as or included in the definition of hazardous substance, hazardous material, hazardous waste, solid waste, toxic substance, extremely hazardous substance, pollutant, contaminant, or words of similar import under any applicable Environmental Laws; (b) any petroleum, petroleum products (including crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas or synthetic gas useable for fuel (or mixtures of natural gas and such synthetic gas), or oil and gas exploration or production waste, polychlorinated biphenyls, asbestos-containing materials, mercury, urea formaldehyde insulation, radioactivity and lead-based paints; and (c) any other chemical, material, substances, waste, or mixture thereof which is prohibited, limited, or regulated pursuant to, or that could reasonably be expected to give rise to liability under, Environmental Laws.
Hemingway Assignment and Assumption Agreement has the meaning given to such term in Section 2.10(a)(ii) .
Hemingway Bill of Sale has the meaning given to such term in Section 2.10(a)(i) .
Hemingway BLM Right-of-Way Grant means the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation Site.
Hemingway Deed has the meaning given to such term in Section 2.10(a)(viii) .
Hemingway Easements means those easements, rights, privileges and other benefits conveyed under the Hemingway Easement Agreement.
Hemingway Easement Agreement has the meaning given to such term in Section 2.10(a)(vi) .
Hemingway Joint Ownership and Operating Agreement has the meaning given to such term in Section 2.10(a)(iv) .
Hemingway Ownership Interest means, in the case of Idaho Power forty-one and no-tenths percent (41.0%), and in the case of PacifiCorp fifty-nine and no-tenths percent (59.0%).
5
EXECUTION COPY
Hemingway Substation has the meaning given to such term in the recitals.
Hemingway Substation Facilities has the meaning given to such term in the recitals.
Hemingway Substation Facilities Contracts has the meaning given to such term in Section 3.1(l) .
Hemingway Substation Site means the site where the Hemingway Substation is located in Owyhee County near Melba, Idaho, as further described on Exhibit K .
Hemingway Transferable Permits means the Governmental Authorizations, if any, listed on Schedule 1.1(a) .
Idaho Power has the meaning given to such term in the preamble.
Idaho Power Acquired Assets has the meaning given to such term in Section 2.1(b) .
Idaho Power Acquired Assets Cost Records has the meaning given to such term in Section 2.6(d)(i)(A) .
Idaho Power Acquired Assets Costs has the meaning given to such term in Section 2.6(d)(i)(A) .
Idaho Power Assumed Obligations has the meaning given to such term in Section 2.3(b) .
Idaho Power Excluded Assets has the meaning set forth in Section 2.2(a) .
Idaho Power Excluded Liabilities has the meaning set forth in Section 2.4(a) .
Idaho Power Marks means the rights of Idaho Power and its Affiliates to the names Idaho Power Company, IDACORP, or any trade names, trademarks, service marks, corporate names or logos, or any derivative or combination thereof, that are confusingly similar thereto.
Idaho Power Mortgage means the Mortgage and Deed of Trust, dated as of October 1, 1937, and indentures supplemental thereto, granted by Idaho Power to Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company, and Stanley Burg, as Trustees.
Idaho Power Nonassignable Item has the meaning given to such term in Section 2.5(a) .
Idaho Power Permitted Encumbrances means (a) those Encumbrances set forth in Schedule 1.1(c) ; (b) Encumbrances securing or created by or in respect of any of the PacifiCorp Assumed Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics', carriers', workers', repairers', landlords', and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of Idaho Power, or pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any Encumbrances set forth in any state, local, or municipal franchise
6
EXECUTION COPY
or governing ordinance under
which any portion of the PacifiCorp Acquired Assets are being used or
conducted; or (f) Encumbrances, including zoning, entitlement, restriction, and
other land use regulations by Governmental Entities, which, together with all
other Encumbrances, do not materially detract from the value of or materially
interfere with the present use of the PacifiCorp Acquired Assets or the conduct
of the business thereon as it is currently being used and conducted or as
contemplated under any of the Related Documents.
Idaho Power Purchase Price has the meaning given to such term in Section 2.6(b) .
Idaho Power Required Regulatory Approvals has the meaning given to such term in Section 3.1(e) .
Idaho Power True-up Notice has the meaning given to such term in Section 2.6(c) .
Idaho Powers Knowledge means the actual, constructive or imputed knowledge that the individuals listed in Schedule 1.1(b) have or could reasonably be expected to have after reasonable due inquiry.
Income Tax means any Tax based upon, measured by, or calculated with respect to (a) net income, profits, or receipts (including capital gains Taxes and minimum Taxes) or (b) multiple bases (including corporate franchise and business license Taxes) if one or more of the bases on which such Tax may be based, measured by, or calculated with respect to is described in clause (a), in each case together with any interest, penalties, or additions to such Tax.
Indemnified Party has the meaning given to such term in Section 6.5(a) .
Indemnifying Party has the meaning given to such term in Section 6.5(a) .
Independent Accounting Firm means an independent accounting firm of national reputation mutually appointed by the Parties.
Intellectual Property means trademarks, patents, copyrights, trade secrets, and other intellectual property rights which are utilized in connection with ownership, use and operation of the PacifiCorp Acquired Assets or the Idaho Power Acquired Assets (as these facilities are reasonably expected to be operated in accordance with the provisions of the Hemingway Joint Ownership and Operating Agreement or the Populus Joint Ownership and Operating Agreement, as applicable, on the date the facilities enter commercial operation), as the case may be.
Liability means any debt, liability, obligation or commitment of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise.
Losses mean any and all damages and losses, deficiencies, Liabilities, taxes , obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all Actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys', accountants', consultants' and other
7
EXECUTION COPY
professionals fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided , however , that in no event shall Losses include lost profits or damages and losses excluded under Section 6.11 .
Material Adverse Effect means, in respect of a Party, an event, circumstance, condition, or occurrence of whatever nature that materially and adversely affects: (a) the business, assets, property, results of operation, or financial condition of such Party or any of its Affiliates, including a material adverse regulatory impact on such Party or any of its Affiliates; (b) such Partys ability to perform its obligations under this Agreement or any of the Related Documents to which it is a party; or (c) the validity or enforceability of this Agreement or any of the Related Documents to which it is a party, including the ability of such Party to enforce any of its rights or remedies hereunder or thereunder.
Outside Closing Date means December 31, 2010 or such later date as the Parties may agree to in writing, such agreement not unreasonably to be withheld or delayed, which is the latest date by which the Closing may occur.
PacifiCorp has the meaning given to such term in the preamble.
PacifiCorp Acquired Assets has the meaning given to such term in Section 2.1(a) .
PacifiCorp Acquired Assets Cost Records has the meaning given to such term in Section 2.6(d)(i)(A) .
PacifiCorp Acquired Assets Costs has the meaning given to such term in Section 2.6(d)(i)(A) .
PacifiCorp Assumed Obligations has the meaning given to such term in Section 2.3(a) .
PacifiCorp Excluded Assets has the meaning given to such term in Section 2.2(b) .
PacifiCorp Excluded Liabilities has the meaning given to such term in Section 2.4(b) .
PacifiCorp Marks means the rights of PacifiCorp and its Affiliates to the names PacifiCorp, Pacific Power, Rocky Mountain Power, PacifiCorp Energy, or any trade names, trademarks, service marks, corporate names or logos, or any derivative or combination thereof, that are confusingly similar thereto.
PacifiCorp Mortgage means the Mortgage and Deed of Trust from PacifiCorp to Morgan Guaranty Trust Company of New York (The Bank of New York Mellon Trust Company, N.A., successor), dated as of January 9, 1989, as amended and supplemented by supplemental indentures, including the Twenty-Third Supplemental Indenture, dated January 1, 2009 and recorded in the records of Bannock County, Idaho on June 10, 2009, under Recording No. 20912676.
PacifiCorp Nonassignable Item has the meaning given to such term in Section 2.5(b) .
8
EXECUTION COPY
PacifiCorp Permitted Encumbrances means (a) those Encumbrances set forth in Schedule 1.1(e) ; (b) Encumbrances securing or created by or in respect of any of the Idaho Power Assumed Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics, carriers, workers, repairers, landlords, and other similar liens arising or incurred in the ordinary course of business relating to obligations as to which there is no default on the part of PacifiCorp, or pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any Encumbrances set forth in any state, local, or municipal franchise or governing ordinance under which any portion of the Idaho Power Acquired Assets are being used or conducted; or (f) Encumbrances, including zoning, entitlement, restriction, and other land use regulations by Governmental Authorities, which, together with all other Encumbrances, do not materially detract from the value of or materially interfere with the present use of the Idaho Power Acquired Assets or the conduct of the business thereon as it is currently being used and conducted or as contemplated under any of the Related Documents.
PacifiCorp Purchase Price has the meaning given to such term in Section 2.6(a) .
PacifiCorp Required Regulatory Approvals has the meaning given to such term in Section 3.2(e) .
PacifiCorp True-up Notice has the meaning given to such term in Section 2.6(c) .
PacifiCorps Knowledge means the actual, constructive or imputed knowledge that the individuals listed in Schedule 1.1(d) have or could reasonably be expected to have after reasonable due inquiry.
Party has the meaning given to such term in the preamble.
Person means any individual, partnership, limited liability company, joint venture, corporation, trust, unincorporated organization, or Government Entity.
Populus Assignment and Assumption Agreement has the meaning given to such term in Section 2.10(a)(iii) .
Populus Bill of Sale has the meaning given to such term in Section 2.10(b)(i) .
Populus Deed has the meaning given to such term is Section 2.10(b)(viii) .
Populus Easements means those easements, rights, privileges and other benefits conveyed under the Populus Easement Agreement.
Populus Easement Agreement has the meaning given to such term in Section 2.10(a)(vii) .
Populus Joint Ownership and Operating Agreement has the meaning given to such term in Section 2.10(a)(v) .
Populus Ownership Interest means, in the case of Idaho Power twenty and eight-tenths percent (20.8%), and in the case of PacifiCorp seventy-nine and two-tenths percent (79.2%).
9
EXECUTION COPY
Populus Substation has the meaning given to such term in the recitals.
Populus Substation Facilities has the meaning given to such term in the recitals.
Populus Substation Facilities Contracts has the meaning given to such term in Section 3.2(l) .
Populus Substation Site means the site where the Populus Substation is located in Bannock County near Downey, Idaho, as further described on Exhibit L .
Populus Transferable Permits means the Governmental Authorizations, if any, listed on Schedule 1.1(f) .
Purchase Price means the Idaho Purchase Price or the PacifiCorp Purchase Price.
Release means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into the Environment.
Related Documents means the Hemingway Bill of Sale, Populus Bill of Sale, Hemingway Joint Ownership and Operating Agreement, Populus Joint Ownership and Operating Agreement, Hemingway Assignment and Assumption Agreement, Populus Assignment and Assumption Agreement, the Hemingway Easement Agreement, the Populus Easement Agreement, the Hemingway Deed, the Populus Deed, and each other document, certificate or instrument delivered by each of the Parties on the Closing in accordance with the terms of this Agreement.
Representatives means, with respect to a Party, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Party.
Required Regulatory Approvals means the Idaho Power Required Regulatory Approvals and the PacifiCorp Required Regulatory Approvals.
Subsidiary , when used in reference to a Person, means any Person (a) of which outstanding securities or other equity interests having ordinary voting power to elect a majority of the board of directors or other Persons performing similar functions of such Person are owned directly or indirectly by such first Person, (b) of which such Person or any subsidiary of such first Person is a general partner or (c) such first Person directly or indirectly controls.
Tax and Taxes means all taxes, charges, customs, duties, fees, levies, penalties, or other assessments imposed by any foreign or United States federal, state, or local taxing authority, including profits, estimated gross receipts, income, excise, property, replacement tax, sales, transfer, franchise, license, payroll, withholding, social security, or any other taxes (including any escheat or unclaimed property obligations), including any interest, penalties, or additions attributable thereto.
10
EXECUTION COPY
Tax Affiliate of a Person means a member of that Persons Affiliated Group and any other Subsidiary of that Person which is a partnership or is disregarded as an entity separate from that Person for Tax purposes.
Tax Return means any return, declaration, report, claim for refund, or information return or statement relating to Taxes of any kind or nature, filed or required to be filed with any Governmental Entity, including any schedule or attachment thereto, and including any amendment thereof.
Transfer Taxes means any real property transfer, sales, use, value added, stamp, documentary, recording, registration, conveyance, stock transfer, intangible property transfer, personal property transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or governmental charges (together with any interest or penalty, addition to Tax or additional amount imposed) as levied by any Governmental Entity in connection with the transactions contemplated by this Agreement, including any payments made in lieu of any such Taxes or governmental charges which become payable in connection with the transactions contemplated by this Agreement.
True-up Notice means either the Idaho Power True-up Notice or the PacifiCorp True-up Notice.
(e) Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections, and other subdivisions, and the insertion of headings are for convenience of reference only and do not affect, and will not be utilized in construing or
11
EXECUTION COPY
interpreting, this Agreement. All references in this Agreement to any Section are to the corresponding Section of this Agreement unless otherwise specified.
12
EXECUTION COPY
(ix) all communication towers, equipment and related assets of Idaho Power related to, arising from or associated with the PacifiCorp Acquired Assets , other than
13
certain relays, communication equipment associated with power line carriers, and the cables between the 500 kV equipment and the panels, which relays, communication equipment, 500kV equipment and panels are located at the Hemingway Substation and listed in Exhibit A attached hereto; and
14
EXECUTION COPY
15
EXECUTION COPY
16
EXECUTION COPY
(viii) any Liabilities, including fines, penalties or costs imposed by a Governmental Entity, and the costs of any associated defense or response, with respect to any of the Idaho Power Acquired Assets resulting from an investigation, proceeding, request for information or inspection before or by a Governmental Entity whether pending or commencing on, prior to or after the Closing Date, to the extent based on events or conditions occurring or
17
existing in connection with, or arising out of, or otherwise relating to, the Idaho Power Acquired Assets or the ownership, possession, use, operation, sale or other disposition thereof on or prior to the Closing Date (or any other assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the Idaho Power Acquired Assets), or actions taken or omissions to act made on or prior to the Closing Date;
(a) Idaho Power Nonassignable Item . Notwithstanding anything in this Agreement to the contrary, to the extent that the assignment of all or any portion of any Hemingway Transferable Permit (if any) shall be prohibited by Governmental Requirement or the terms thereof, or require the consent of the other party thereto (if any) or any other third party, and any consent or waiver in connection with such prohibition or requirement is not obtained (which Idaho Power hereby agrees to use Commercially Reasonable Efforts to promptly obtain), (i) this Agreement shall not constitute an agreement to assign any such Hemingway Transferable Permit included in the PacifiCorp Acquired Assets (each, an Idaho Power Nonassignable Item ), and (ii) no breach of this Agreement shall have occurred by virtue of such nonassignment. Idaho Power agrees that on and after the Closing, it will use its Commercially Reasonable Efforts (A) to provide PacifiCorp with the benefits of and to preserve for the benefit of PacifiCorp the rights of Idaho Power under such Idaho Power Nonassignable Items to the extent of PacifiCorps Hemingway Ownership Interest and (B) to facilitate receipt of any consideration which may be received by Idaho Power in and under every such Idaho Power Nonassignable Item, which consideration, to the extent received, shall be held for the benefit of, and shall be delivered to, PacifiCorp to the extent of PacifiCorp's
18
Hemingway Ownership Interest; provided, however, that nothing in this Section 2.5(a) shall require Idaho Power to make any material expenditure or incur any material obligation on its own or on PacifiCorps behalf.
(b) Not less than two (2) Business Days before the Closing Date or at such other time as may be mutually agreed upon by the Parties in writing, PacifiCorp shall deliver to Idaho Power a written notice setting forth PacifiCorps good faith estimate of Idaho Powers Populus Ownership Interest in the total Costs incurred and paid to date for construction of the Populus Substation Facilities, such estimated amount being, subject to Sections 2.6(c) and 2.6(d) , the total consideration to be paid by Idaho Power to PacifiCorp at Closing for the Idaho Power Acquired Assets (the Idaho Power Purchase Price ). The notice provided under this
19
Section 2.6(b) shall provide sufficient detail on the calculation of the Idaho Power Purchase Price reasonably to permit an audit of such Purchase Price subsequent to Closing in accordance with Section 2.6(d) hereof.
(d)(i)(B) If any audit conducted pursuant to Section 2.6(d)(i)(A) discloses that the PacifiCorp Acquired Assets Costs differ from the Costs used for determining the PacifiCorp Purchase Price pursuant to this Section 2.6 , or that the Idaho Power Acquired Assets Costs differ from the Costs used for purposes of determining the Idaho Power Purchase Price
20
pursuant to this Section 2.6, then the Party conducting such audit shall notify the other Party in writing of such difference (the Disputed Costs Notice). The Parties shall attempt, in good faith and for not less than thirty (30) days (or such longer period as the Parties may mutually agree in writing)] following the Disputed Costs Notice, to reach agreement on the appropriate amount of Costs to be used for purposes of determining the Idaho Power Purchase Price and the PacifiCorp Purchase Price, as applicable, and to adjust the Purchase Price paid under Section 2.6(c) to reflect such agreement.
21
EXECUTION COPY
22
EXECUTION COPY
23
EXECUTION COPY
(xi) all such other instruments of assignment or conveyance properly executed and acknowledged by PacifiCorp in customary form as are reasonably requested by Idaho Power in order to transfer to and vest in Idaho Power Idaho Powers Populus Ownership
24
EXECUTION COPY
Interest in all of PacifiCorps right, title and interest in, to and under the Populus Substation Facilities and Populus Transferable Permits (if any) in accordance with this Agreement; and
25
EXECUTION COPY
26
EXECUTION COPY
(d) The obligations under this Section 2.12 shall continue in full force and effect notwithstanding the occurrence of the Closing.
27
EXECUTION COPY
(f) Except as disclosed in Schedule 3.1(f) , there are no material Liabilities related to the PacifiCorp Acquired Assets, whether or not required by GAAP to be disclosed in a balance sheet, other than the lien of the Idaho Power Mortgage on the PacifiCorp Acquired
28
Assets, which will be released after Closing in accordance with Section 2.12(a) hereof. Except as set forth on Schedule 3.1(f) , Idaho Power does not have any obligations (absolute or contingent) related to the PacifiCorp Acquired Assets to provide funds on behalf of, or to guarantee any debt, liability or obligation of, any Person.
29
EXECUTION COPY
30
EXECUTION COPY
(g) Except as set forth on Schedule 3.2(g) , (i) PacifiCorp owns good and marketable title to the Idaho Power Acquired Assets and (ii) PacifiCorp owns good and marketable title in fee to the Populus Substation Site and there exists no Encumbrances (other than PacifiCorp Permitted Encumbrances) applicable to the Populus Substation Site that would restrict the ownership, use or operation of the Populus Substation (as these facilities are reasonably expected to be operated in accordance with the provisions of the Populus Joint
31
Ownership and Operating Agreement on the date the facilities enter commercial operation) or the grant of the Populus Easements provided for in the Populus Easement Agreement.
32
EXECUTION COPY
4.2 Filings with Governmental Entities . Except for (a) the Idaho Power Required Regulatory Approvals initiated by Idaho Power prior to the Effective Date and listed in Schedule 4.2(a) and the (b) the PacifiCorp Required Regulatory Approvals initiated by PacifiCorp prior to the Effective Date and listed in Schedule 4.2(b) , prior to Closing, each Party will provide prior written notice to the other Party before making any filing with, or initiating any discussion or
proceeding with, any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities. Prior to filing applications, pre-filed testimony or responses to data requests to any Governmental Entity in the course of obtaining any Required Regulatory Approvals from such Governmental Entities after the Effective Date, each Party will provide such materials to the other Party for its information.
4.6 Notice . Each Party may notify the other Party in writing of any fact, circumstance or development known to it prior to Closing which at the time of notification causes any of its representations or warranties in this Agreement to be materially inaccurate. Unless the other Party terminates this Agreement pursuant to Section 5.1 , the written notice pursuant to this Section 4.6 will be deemed to have qualified the representations or warranties, to have amended any Schedule referenced in such Section, and to have caused any breach of representation or
warranty that otherwise might have existed hereunder by reason of the fact, circumstance or development to be cured. Upon request of the other Party, the Party providing notice of a material inaccuracy of any of its representations and warranties shall, if possible, provide reasonable assurances to the other Party, in writing, that it will be able to perform its obligations under this Agreement.
35
EXECUTION COPY
Closing and will expire on the first anniversary of the Closing Date, except that (i) the representations and warranties in Sections 3.1(g) , 3.1(h) , 3.1(j) , 3.2(g) , 3.2(h) and 3.2(j) will survive the Closing and will expire upon the second anniversary of the Closing Date; provided that, any representation or warranty (and the indemnification obligations of the Parties with respect thereto) that would otherwise terminate in accordance with this Section 6.1 will continue to survive if notice for indemnification shall have been timely given under this Article VI on or prior to such termination date, until the related claim for indemnification has been satisfied or otherwise resolved as provided in this Article VI .
EXECUTION COPY
38
EXECUTION COPY
(f) Notwithstanding anything in this Section 6.3 to the contrary, except as otherwise may be ordered by a court of competent jurisdiction, the Indemnified Party shall bear its own costs, including counsel fees and expenses, incurred in connection with Claims against the Indemnifying Party hereunder that are not based upon Claims asserted by third parties.
39
EXECUTION COPY
6.6 Net Amount . Subject to the limitations imposed by Section 6.5(e) , if applicable, in the event that one Party is obligated to indemnify and hold the other Party harmless under this
A rticle VI , the amount owing to the other Party shall be the amount of the other Partys actual Claims, net of any insurance or other recovery actually received by such Party.
41
EXECUTION COPY
If to Idaho Power: |
Idaho Power Company |
|
|
1221 West Idaho Street |
|
|
Boise, ID 83702 |
|
|
Attn: N. Vernon Porter, |
|
|
|
Vice President, Engineering and Operations |
|
Telephone: 208-388-2850 |
|
|
|
|
If to PacifiCorp: |
PacifiCorp |
|
|
825 NE Multnomah Street, Suite 1600 |
|
|
Portland, OR 97232 |
|
|
Attn: Director, Transmission Service |
|
|
Telephone: 503-813-6712 |
(b) EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW,
42
EXECUTION COPY
ANY AND ALL RIGHTS TO A TRIAL BY JURY WITH RESPECT TO ANY DISPUTE ARISING UNDER THIS AGREEMENT.
43
EXECUTION COPY
IN WITNESS WHEREOF, each of the Parties has caused this Joint Purchase and Sale Agreement to be executed by its duly authorized officer as of the date first above written.
IDAHO POWER COMPANY
By:
/s/ Dan B. Minor
Name:
Dan B. Minor
Title:
EVP, Operations
PACIFICORP
By:
/s/ Patrick Reiten
Name:
Patrick Reiten
Title:
President
EXECUTION COPY
Exhibit
A
Description
of Hemingway Substation Facilities
Section
I. Description of Hemingway Substation Facilities.
The Hemingway Substation Facilities include all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments. The major equipment included in the Hemingway Substation Facilities consist of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2. Also included in the Hemingway Substation Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment. The Hemingway Substation Facilities also include all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MidpointSummer Lake Line.
STATION |
|
|
|
|
|
QTY |
Equipment Description |
Item |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
206 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
10 |
Local Equipment Annunciator Units for Reactors and Breakers |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 |
201-1 |
EXECUTION COPY
|
MVA |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR |
203 |
13 |
Switch, Motor Operated Airbreak, 500kV 4000A |
208 |
3 |
Switch, Motor Operated Airbreak, 500kV 2000A |
209-1 |
1 |
Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A |
209-2 |
12 |
Capacitor Voltage Transformer, 500kV |
211 |
6 |
Capacitor Voltage Transformer, 500kV w/ Carrier Accessories |
212 |
6 |
Line Trap, 500kV 3000A |
214-1 |
6 |
Line Tuner, Single Phase Units |
214-2 |
12 |
Surge Arrestor, 318kV MCOV |
215 |
6 |
Surge Arrestor, 144kV MCOV |
238 |
138 |
Insulator, Station Post, 500kV 1800BIL |
217 |
48 |
Insulator, Station Post, 500kV 1800BIL |
218 |
153 |
Insulator, Suspension, Polymer 500kV Class |
220 |
|
|
|
QTY |
Structure Description |
Item |
EXECUTION COPY
2 |
Steel Structure, 500kV Line-Deadend A-Frame Structure |
100-1 |
4 |
Steel Structure, 500kV Line-Deadend A-Frame Structure |
100-2 |
51 |
Steel Structure, 500kV 3-ph Airbreak Support |
106-1 |
12 |
Steel Structure, 500kV CCVT Structure |
107-1 |
6 |
Steel Structure, 500kV Line Trap Structure |
107-2 |
9 |
Steel Structure, 500kV Surge Arrestor Structure |
108 |
10 |
Steel Structure, 500kV Strain Bus A-Frame Structure |
101 |
2 |
Steel Structure, 500kV Transfer Bus Structure, Reactor |
103 |
2 |
Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor |
103 |
6 |
Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support |
106-2 |
117 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
3 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
16 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
111 |
|
|
|
QTY |
Conductor Description |
Item |
3,500 ft |
Conductor, 6 Aluminum Pipe, Schedule 80, 6063-T6 |
300 |
3,500 ft |
Conductor, 1590 ACSR (Dampening for 6 Bus) |
303 |
EXECUTION COPY
20,000 ft |
Conductor, Strain Bus, 1780 ACSS CHUKAR 1.601 Diameter |
304 |
6,750 ft |
Conductor, 3/8 EHS Shield Wire |
306 |
75,615 ft |
Control Cable |
|
|
|
|
QTY |
Panel Description |
P Number |
1 |
Panel E9: SMLK 11-1 (Pri. #1 Relay) |
5933 |
1 |
Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control) |
5934 |
1 |
Panel E11: SMLK 11-3 (Pri. #3 Relay) |
5935 |
1 |
Panel E12: SMLK L511 Protection & 511Z Control |
5936 |
1 |
Panel E13: SMLK 511Z BF & Lockout |
5937 |
1 |
Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action) |
5947 |
1 |
Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5953 |
1 |
Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5954 |
1 |
Panel H9: MPSN#1 11-1 (Pri. #1 Relay) |
5955 |
1 |
Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control) |
5956 |
1 |
Panel H11: MPSN#1 11-3 (Pri. #3 Relay) |
5957 |
1 |
Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control) |
5966 |
1 |
Panel L14: C513 11-2 (Pri. #2 Relay) |
5967 |
13 |
Panel Rack and Frames |
|
EXECUTION COPY
EXECUTION COPY
40,500 ft |
Conductor, 1272 ACSR 45/7 Bitten |
|
|
8,500 ft |
Overhead Ground Wire, 3/8 EHS Steel |
|
|
|
|
||
|
Section II. [Intentionally omitted.] |
EXECUTION COPY
Exhibit B
Description of Populus Substation Facilities
Section I. Description of Populus Substation Facilities.
The Populus Substation Facilities include all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below. The major equipment included in the Populus Substation Facilities consist of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the PopulusBorah Transmission Lines (#s 1 and 2), the PopulusBen Lomond Transmission Lines (#s 1, 2 and 3) and the PopulusKinport Transmission Line.
EXECUTION COPY
345 kV Switch |
362kV, 3000A, Vertical Break, W/Ground Switch |
4 |
|
|
382G, 352G, 383G, 353G |
|
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, No Carrier Accessories |
6 |
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, With Carrier Accessories |
5 |
|
|
|
|
|
345 kV CT/VT |
CT/VT Metering Units, 345kV |
15 |
|
|
|
|
|
345 kV Capacitor |
|
|
|
|
Bank |
362kV, 220/F275 MVar |
1 |
|
|
|
|
345 kV Series |
|
|
|
|
Capacitor |
347-262 kV, 1550 kV BIL |
2 |
|
|
|
|
345 kV Reactors |
362kV, 100MVA |
2 |
|
|
|
|
|
Insulator |
Station Post, 345kV |
738 |
|
|
|
|
|
Insulator |
Suspension, 345kV |
48 |
|
|
|
|
|
Bus |
Rigid and Wire Bus, Assemblies, and Connectors |
1 |
|
|
|
|
|
Bus |
Rigid & Wire Bus, Ass. & Connectors 345kV Series Capacitor |
2 |
|
|
|
|
|
Security |
Security System, Conduit Installation |
1 |
|
|
|
|
|
Communications |
Power Line Carrier, With All Additional Equipment |
5 |
|
|
|
|
|
Line Traps |
345kV, 3000A |
5 |
|
|
|
|
|
Lightning Arresters |
345 kV, 212kV MCOV |
24 |
|
|
|
|
|
Oil Containment |
System and Foundation |
1 |
|
|
|
|
|
Foundations |
Concrete - Drilled Piers |
5685 Yds |
|
|
|
|
|
Steel |
Structural Steel Supports |
2374881 lbs. |
|
|
|
|
Section II. [Intentionally omitted.] |
EXECUTION COPY
Exhibit C
Hemingway Bill of Sale
THIS HEMINGWAY BILL OF SALE is made and entered into as of [__________], 2010 (this Bill of Sale ) by Idaho Power Company, an Idaho corporation ( Idaho Power ), for the benefit of PacifiCorp, an Oregon corporation ( PacifiCorp ). Capitalized terms used but not defined in this Bill of Sale shall have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the Agreement ), between Idaho Power and PacifiCorp, Idaho Power has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorps Hemingway Ownership Interest in all of Idaho Powers right, title and interest in, to, and under the Purchased Assets (as more fully described below); and
WHEREAS, pursuant to the Agreement, Idaho Power has agreed to enter into this Bill of Sale pursuant to which PacifiCorps Hemingway Ownership Interest in the Purchased Assets will be sold, transferred, assigned, conveyed, set over and delivered to PacifiCorp (as more fully described below).
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Idaho Power hereby agrees as follows:
1. Sale . Subject to the terms and conditions of the Agreement, including delivery of the consideration specified therein, Idaho Power does hereby sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorps Hemingway Ownership Interest in all of Idaho Powers right, title, and interest in and to the Hemingway Substation Facilities (the Purchased Assets ).
2. Excluded Assets Not Assigned . Notwithstanding anything expressed herein to the contrary, the Excluded Assets are specifically excluded from the Purchased Assets as provided in the Agreement and shall be retained by Idaho Power at and following the Closing.
3.
Further
Assurances
. Idaho Power shall, from time to time after the delivery of
this Bill of Sale, at PacifiCorps request and expense, prepare, execute and
deliver to PacifiCorp such other instruments of conveyance and transfer and
take such other action as PacifiCorp may reasonably request in order to sell,
transfer, convey, assign and deliver and vest in PacifiCorp, its successors and
assigns, title to and possession of PacifiCorps Hemingway Ownership Interest
in the Hemingway Substation Facilities free and clear of all Encumbrances
(except for Idaho Power
C-1
EXECUTION COPY
Permitted Encumbrances) as provided in the Agreement and to further effect the purposes of this Bill of Sale.
4. Relationship to Agreement; Construction . This Bill of Sale is delivered pursuant to the Agreement. This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in the Agreement. To the extent that any of the Purchased Assets described herein are real property and not personal property, it is the intention of the Parties that such assets be transferred pursuant to the Hemingway Deed. In the event of any conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement shall prevail.
5. No Waiver . It is understood and agreed that nothing in this Bill of Sale shall constitute a waiver or release of any claims arising out of the contractual relationships between Idaho Power and PacifiCorp.
6. No Third Party Beneficiary . Nothing in this Bill of Sale, express or implied, is intended or shall be construed to confer upon, or give to, any person other than PacifiCorp, Idaho Power and their successors and permitted assigns any remedy or claim under or by reason of this Bill of Sale or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of PacifiCorp, Idaho Power and their successors and permitted assigns.
7. Binding Effect . This Bill of Sale and all of the provisions hereof shall be binding upon and shall inure to the benefit of Idaho Power, PacifiCorp and their respective successors and permitted assigns.
8. Governing Law . This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.
9. Severability . Any term or provision of this Bill of Sale that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
10. Counterparts . This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement.
11. Notices . All notice, requests, demands and other communications under this Bill of Sale shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
[Signature page follows]
C-2
EXECUTION COPY
IN WITNESS WHEREOF, Idaho Power has caused its duly authorized representative to execute this Hemingway Bill of Sale as of the date first above written.
IDAHO POWER COMPANY
By:
________________________
Name:
Title:
EXECUTION COPY
Exhibit D
Populus Bill of Sale
THIS POPULUS BILL OF SALE is made and entered into as of [__________], 2010 (this Bill of Sale ) by PacifiCorp, an Oregon corporation ( PacifiCorp ), for the benefit of Idaho Power Company, an Idaho corporation ( Idaho Power ). Capitalized terms used but not defined in this Bill of Sale shall have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the Agreement ), between PacifiCorp and Idaho Power, PacifiCorp has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to Idaho Powers Populus Ownership Interest in all of PacifiCorps right, title and interest in, to, and under the Purchased Assets (as more fully described below); and
WHEREAS, pursuant to the Agreement, PacifiCorp has agreed to enter into this Bill of Sale pursuant to which Idaho Powers Populus Ownership Interest in the Purchased Assets will be sold, transferred, assigned, conveyed, set over and delivered to Idaho Power (as more fully described below).
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PacifiCorp hereby agrees as follows:
1. Sale . Subject to the terms and conditions of the Agreement, including delivery of the consideration specified therein, PacifiCorp does hereby sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to Idaho Powers Populus Ownership Interest in all of PacifiCorps right, title, and interest in and to the Populus Substation Facilities (the Purchased Assets ).
2. Excluded Assets Not Assigned . Notwithstanding anything expressed herein to the contrary, the Excluded Assets are specifically excluded from the Purchased Assets as provided in the Agreement and shall be retained by PacifiCorp at and following the Closing.
3. Further Assurances . PacifiCorp shall, from time to time after the date hereof, at Idaho Powers request and expense, prepare, execute and deliver to Idaho Power such other instruments of conveyance and transfer and take such other action as Idaho Power may reasonably request in order to sell, transfer, convey, assign and deliver and vest in Idaho Power, its successors and assigns, title to and possession of Idaho Powers Populus Ownership Interest in the Populus Substation Facilities free and clear of all Encumbrances (except for PacifiCorp
D-1
Permitted Encumbrances) as provided in the Agreement and to further effect the purposes of this Bill of Sale.
4. Relationship to Agreement; Construction . This Bill of Sale is delivered pursuant to the Agreement. This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in the Agreement. To the extent that any of the Purchased Assets described herein are real property and not personal property, it is the intention of the Parties that such assets be transferred pursuant to the Populus Deed. In the event of any conflict between the terms of the Agreement and the terms of this Bill of Sale, the terms of the Agreement shall prevail.
5. No Waiver . It is understood and agreed that nothing in this Bill of Sale shall constitute a waiver or release of any claims arising out of the contractual relationships between PacifiCorp and Idaho Power.
6. No Third Party Beneficiary . Nothing in this Bill of Sale, express or implied, is intended or shall be construed to confer upon, or give to, any person other than Idaho Power, PacifiCorp and their successors and permitted assigns any remedy or claim under or by reason of this Bill of Sale or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of Idaho Power, PacifiCorp and their successors and permitted assigns.
7. Binding Effect . This Bill of Sale and all of the provisions hereof shall be binding upon and shall inure to the benefit of PacifiCorp, Idaho Power and their respective successors and permitted assigns.
8. Governing Law . This Bill of Sale shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.
9. Severability . Any term or provision of this Bill of Sale that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
10. Counterparts . This Bill of Sale may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together, will be deemed to constitute one and the same agreement.
11. Notices . All notice, requests, demands and other communications under this Bill of Sale shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
[Signature page follows]
D-2
EXECUTION COPY
IN WITNESS WHEREOF, PacifiCorp has caused its duly authorized representative to execute this Populus Bill of Sale as of the date first above written.
PACIFICORP
By:
________________________
Name:
Title:
EXECUTION COPY
Exhibit E
Hemingway Assignment and Assumption Agreement
This HEMINGWAY ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment Agreement ), dated as of this ___ day of ________, 2010, is entered into by and between Idaho Power Company, an Idaho corporation ( Idaho Power ), and PacifiCorp, an Oregon corporation ( PacifiCorp ). Capitalized terms used but not defined in this Assignment Agreement shall have the meanings assigned to such terms in the Agreement (as defined below).
WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the Agreement ), between Idaho Power and PacifiCorp, (a) Idaho Power has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances), an undivided ownership interest, as tenant in common, equal to PacifiCorps Hemingway Ownership Interest in all of Idaho Powers right, title and interest in, to, and under the Hemingway Transferable Permits, but excluding the Idaho Power Excluded Assets and (b) PacifiCorp has agreed to purchase and accept the same from Idaho Power.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PacifiCorp and Idaho Power hereby agrees as follows:
1. Assignment of Hemingway Transferable Permits . Subject to the terms and conditions of the Agreement, Idaho Power hereby assigns, transfers, sets over, delivers and otherwise conveys to PacifiCorp and its successors and assigns forever, free and clear of all Encumbrances (other than Idaho Power Permitted Encumbrances), an undivided ownership interest equal to PacifiCorps Hemingway Ownership Interest in all of Idaho Powers right, title, and interest in, to, and under the Hemingway Transferable Permits, to have and to hold with each and every one of the rights, privileges and appurtenances thereto belonging or in any wise appertaining thereto. For the avoidance of doubt, Idaho Power is not assigning to PacifiCorp any interest in assets other than the Hemingway Transferable Permits. Without limiting the generality of the foregoing sentence, Idaho Power is not assigning or otherwise transferring to PacifiCorp any portion of the Idaho Power Excluded Assets.
2. Acceptance and Assumption of Hemingway Transferable Permits . Subject to the terms and conditions of the Agreement, PacifiCorp hereby accepts and assumes and agrees to perform and observe, to the extent of PacifiCorps Hemingway Ownership Interest, Idaho Powers rights, obligations, duties and liabilities under the Hemingway Transferable Permits, to the extent allocable to any period on or after the Closing. From and after the Closing Date, PacifiCorp is and shall be bound by, and shall enjoy, to the extent of PacifiCorps Hemingway Ownership Interest, the benefits of, the Hemingway Transferable Permits, pursuant to the terms and conditions of thereof.
3. Reliance . Any individual, partnership, corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to PacifiCorp and upon any notarization, certification, verification or affidavit by any notary public of any State relating to
E-1
EXECUTION COPY
the authorization, execution and delivery of this Assignment Agreement or to the authenticity of any copy, conformed or otherwise, hereof.
4. Relationship to Agreement . This Assignment Agreement is delivered pursuant to the Agreement. This Assignment Agreement and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Assignment Agreement to the extent indicated in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Assignment Agreement, the terms of the Agreement shall prevail.
5. No Waiver . It is understood and agreed that nothing in this Assignment Agreement shall constitute a waiver or release of any claims arising out of the contractual relationships between Idaho Power and PacifiCorp.
6. No Third Party Beneficiary . Nothing in this Assignment Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than PacifiCorp, Idaho Power and their successors and permitted assigns any remedy or claim under or by reason of this Assignment Agreement or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Assignment Agreement shall be for the sole and exclusive benefit of PacifiCorp, Idaho Power and their successors and permitted assigns.
7. Binding Effect . This Assignment Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of Idaho Power, PacifiCorp and their respective successors and permitted assigns.
8. Governing Law . This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.
9. Severability . Any term or provision of this Assignment Agreement that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
10. Counterparts . This Assignment Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Assignment Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
11. Notices . All notice, requests, demands and other communications under this Assignment Agreement shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
E-2
EXECUTION COPY
12. No Amendment . No amendment to the terms and conditions of this Assignment Agreement shall be valid and binding on PacifiCorp or Idaho Power unless made in writing and signed by an authorized representative of each of them.
[Signature page follows]
E-3
EXECUTION COPY
IN WITNESS WHEREOF, each of PacifiCorp and Idaho Power has caused its duly authorized representative to execute this Hemingway Assignment and Assumption Agreement as of the date first above written.
IDAHO POWER COMPANY
By:
________________________
Name:
Title:
PACIFICORP
By:
________________________
Name:
Title:
EXECUTION COPY
Exhibit F
Populus Assignment and Assumption Agreement
This POPULUS ASSIGNMENT AND ASSUMPTION AGREEMENT (this Assignment Agreement ), dated as of this ___ day of ________, 2010, is entered into by and between Idaho Power Company, an Idaho corporation ( Idaho Power ), and PacifiCorp, an Oregon corporation ( PacifiCorp ). Capitalized terms used but not defined in this Assignment Agreement shall have the meanings assigned to such terms in the Agreement (as defined below).
WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of [__________], 2010 (the Agreement ), between PacifiCorp and Idaho Power, (a) PacifiCorp has agreed, subject to the terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances), an undivided ownership interest equal to Idaho Powers Populus Ownership Interest in all of PacifiCorps right, title and interest in, to, and under the Populus Transferable Permits, but excluding the PacifiCorp Excluded Assets and (b) Idaho Power has agreed to purchase and accept the same from PacifiCorp.
NOW, THEREFORE, in consideration of the foregoing premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Idaho Power and PacifiCorp hereby agrees as follows:
1. Assignment of Populus Transferable Permits . Subject to the terms and conditions of the Agreement, PacifiCorp hereby assigns, transfers, sets over, delivers and otherwise conveys to Idaho Power and its successors and assigns forever, free and clear of all Encumbrances (other than PacifiCorp Permitted Encumbrances), an undivided ownership interest equal to Idaho Powers Populus Ownership Interest in all of PacifiCorps right, title, and interest in, to, and under the Populus Transferable Permits For the avoidance of doubt, PacifiCorp is not assigning to Idaho Power any interest in assets other than the Populus Transferable Permits. Without limiting the generality of the foregoing sentence, PacifiCorp is not assigning or otherwise transferring to Idaho Power any portion of the PacifiCorp Excluded Assets.
2. Acceptance and Assumption of Populus Transferable Permits . Subject to the terms and conditions of the Agreement, Idaho Power hereby accepts and assumes and agrees to perform and observe, to the extent of Idaho Powers Populus Ownership Interest, PacifiCorps rights, obligations, duties and liabilities under the Populus Transferable Permits, to the extent allocable to any period on or after the Closing. From and after the Closing Date, Idaho Power is and shall be bound by, and shall enjoy, to the extent of Idaho Powers Populus Ownership Interest, the benefits of, the Populus Transferable Permits, pursuant to the terms and conditions of thereof.
3. Reliance . Any individual, partnership, corporation or other entity may rely, without further inquiry, upon the powers and rights herein granted to Idaho Power and upon any notarization, certification, verification or affidavit by any notary public of any State relating to the authorization, execution and delivery of this Assignment Agreement or to the authenticity of any copy, conformed or otherwise, hereof.
EXECUTION COPY
4. Relationship to Agreement . This Assignment Agreement is delivered pursuant to the Agreement. This Assignment Agreement and the provisions hereof are subject, in all respects, to the terms and conditions of the Agreement, including all of the covenants, representations and warranties contained therein, all of which shall survive the execution and delivery of this Assignment Agreement to the extent indicated in the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this Assignment Agreement, the terms of the Agreement shall prevail.
5. No Waiver . It is understood and agreed that nothing in this Assignment Agreement shall constitute a waiver or release of any claims arising out of the contractual relationships between PacifiCorp and Idaho Power.
6. No Third Party Beneficiary . Nothing in this Assignment Agreement, express or implied, is intended or shall be construed to confer upon, or give to, any person other than Idaho Power, PacifiCorp and their successors and permitted assigns any remedy or claim under or by reason of this Assignment Agreement or any agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and conditions contained in this Assignment Agreement shall be for the sole and exclusive benefit of Idaho Power, PacifiCorp and their successors and permitted assigns.
7. Binding Effect . This Assignment Agreement and all of the provisions hereof shall be binding upon and shall inure to the benefit of PacifiCorp, Idaho Power and their respective successors and permitted assigns.
8. Governing Law . This Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including matters of validity, construction, effect, performance and remedies.
9. Severability . Any term or provision of this Assignment Agreement that is invalid or unenforceable in any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.
10. Counterparts . This Assignment Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Assignment Agreement and all of which, when taken together, will be deemed to constitute one and the same agreement.
11. Notices . All notice, requests, demands and other communications under this Assignment Agreement shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
12. No Amendment . No amendment to the terms and conditions of this Assignment Agreement shall be valid and binding on Idaho Power or PacifiCorp unless made in writing and signed by an authorized representative of each of them.
[Signature page follows]
EXECUTION COPY
IN WITNESS WHEREOF, each of Idaho Power and PacifiCorp has caused its duly authorized representative to execute this Populus Assignment and Assumption Agreement as of the date first above written.
PACIFICORP
By:
________________________
Name:
Title:
IDAHO POWER COMPANY
By:
________________________
Name:
Title:
Exhibit G
Form of Hemingway Joint Ownership and Operating Agreement
This Hemingway Joint Ownership and Operating Agreement, dated this __ day of ____, 2010 (the Execution Date ), is between Idaho Power Company, an Idaho corporation, acting in its regulated transmission provider function ( Idaho Power ), and PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function ( PacifiCorp ). Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as Owner and collectively as Owners .
RECITALS:
WHEREAS, Idaho Power owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Hemingway substation (the Hemingway Substation ) which Idaho Power is currently constructing approximately 10 miles southwest of Melba, Idaho to provide additional transfer capability for power to serve Idaho Powers retail and wholesale customers, including power to serve Idaho Powers Treasure Valley electric load, and to provide line terminal connections for additional transmission lines including the Gateway West Transmission Project and Boardman-Hemingway Project;
WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Midpoint-Summer Lake Line (as defined below) which is located near the Hemingway Substation;
WHEREAS, Idaho Power and PacifiCorp believe that interconnecting the Idaho Power Transmission System at the Hemingway Substation with the PacifiCorp Transmission System on the Midpoint-Summer Lake Line will benefit both of the Owners and their customers;
WHEREAS, Idaho Power and PacifiCorp are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the JPSA), pursuant to which Idaho Power has sold to PacifiCorp and PacifiCorp has purchased from Idaho Power an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the Transferred Transmission Facilities);
WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that serve the Idaho Power Transmission System and will not be part of the Transmission Facilities (as defined below), but that Idaho Power will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A, the Common Facilities);
WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that will not be part of the Transmission Facilities, jointly owned by the
Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the Idaho Power Individually-Owned Hemingway Facilities); and
WHEREAS, PacifiCorp and Idaho Power desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the Jointly-Developed Transmission Facilities); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the Transmission Facilities), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the Idaho Power Transmission System and the PacifiCorp Transmission System at the Hemingway Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PacifiCorp and Idaho Power agree as follows:
ARTICLE
I
DEFINITIONS;
RULES OF INTERPRETATION
1.01 Definitions . Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:
Affected Party has the meaning given to such term in Section 11.01 .
Affected System has the meaning given to such term in the applicable Owners OATT.
Affected System Operator has the meaning given to such term in the applicable Owners OATT.
Affiliate means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided , however , that in the case of PacifiCorp, Affiliate means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries. For the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with ), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.
Agreement means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.
Amendment has the meaning given to such term in Section 7.01(a) .
Approved Courts has the meaning given to such term in Section 18.04 .
Bankrupt means, with respect to any Person, that such Person: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.
Business Days means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.
Capacity Share has the meaning given to such term in Section 4.02 .
Capital Upgrade Notice has the meaning given to such term in Section 7.01 .
Claims has the meaning given to such term in Section 14.01(a) .
Closing Date has the meaning given to such term in the JPSA.
Code has the meaning given to such term in Section 17.02 .
Commercially Reasonable Efforts means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).
Common Facilities has the meaning given to such term in the recitals.
Construction Budget has the meaning given to such term in Section 3.05(b) .
Construction Costs has the meaning given to such term in Section 3.05(a) .
Construction Costs Cap has the meaning given to such term in Section 3.05(b) .
Construction Project has the meaning given to such term in Section 3.01(a) .
Continuing Owner has the meaning given to such term in Section 8.03 .
Costs means, with respect to the Operators construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operators actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such
facilities and (ii) the
development, design, engineering, procurement and construction of such
facilities, including an allowance for funds used during construction and
applicable overheads determined in accordance with the Operators customary
practices, as calculated in accordance with FERCs Uniform System of Accounts.
Damaged Facilities has the meaning given to such term in Section 8.01 .
Damage Notice has the meaning given to such term in Section 8.01 .
Decommissioning Notice has the meaning given to such term in Section 9.03 .
Defaulting Owner has the meaning given to such term in Section 12.01 .
Delegate has the meaning given to such term in Section 5.04 .
Dispute has the meaning given to such term in Section 18.01 .
Dispute Notice has the meaning given to such term in Section 18.02 .
Disputing Party has the meaning given to such term in Section 18.02 .
Electing Owner has the meaning given to such term in Section 7.01(a) .
Event of Default has the meaning given to such term in Section 12.01 .
Execution Date has the meaning given to such term in the preamble.
Executive(s) has the meaning given to such term in Section 18.03(a) .
FERC means the Federal Energy Regulatory Commission.
FERC Methodology has the meaning given to such term in Section 5.08(b) .
FERC Uniform System of Accounts means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.
Force Majeure has the meaning given to such term in Section 11.01 .
Good Utility
Practice
means any of the practices, methods and acts engaged in or
approved by a significant portion of the electric utility industry during the
relevant time period, or any of the practices, methods and acts which, in the
exercise of reasonable judgment in light of the facts known at the time the
decision was made, would have been expected to accomplish the desired result at
a reasonable cost consistent with good business practices, reliability, safety
and expedition. Good Utility Practice is not intended to be limited to the
optimum practice, method, or act to the exclusion of all others, but rather to
be acceptable practices, methods, or
acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).
Governmental Authority means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including Idaho Power in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.
Governmental Authorizations means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.
Governmental Requirements means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.
Hemingway Access Easement Agreement means the Hemingway Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.
Hemingway Substation has the meaning given to such term in the recitals.
Hemingway-Summer Lake Line means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Hemingway Substation to its terminus at the Summer Lake Substation.
Idaho Power has the meaning given to such term in the preamble.
Idaho Power Transmission System means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Powers retail and wholesale electric service customers.
Idaho Power Individually-Owned Hemingway Facilities has the meaning given to such term in the recitals.
Indemnified Party has the meaning given to such term in Section 14.01(a) .
Indemnifying Party has the meaning given to such term in Section 14.01(a) .
Interconnection means the interconnection of the Hemingway Substation with (i) the Midpoint-Hemingway Line, (ii) the Hemingway-Summer Lake Line, and (iii) the Hemingway 500/230 kV transformer at the Point of Interconnection, in each case, as more specifically described in the diagrams set forth in Exhibit G .
Interconnection Customer has the meaning given to such term in the applicable Owners OATT.
Interconnection Owner has the meaning given to such term in Section 6.03 .
Interrupting Owner has the meaning given to such term in Section 10.05(c) .
Jointly-Developed Transmission Facilities has the meaning given to such term in the recitals.
JPSA has the meaning given to such term in the recitals.
Losses mean any and all damages and losses, deficiencies, liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys, accountants, consultants and other professionals fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided , however , that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08 .
Manager has the meaning given to such term in Section 18.03(a) .
Metering Equipment means all metering facilities and equipment to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A .
Midpoint Substation means the existing substation near Jerome, Idaho owned by PacifiCorp.
Midpoint-Hemingway Line means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Midpoint Substation to its terminus at the Hemingway Substation.
Midpoint-Summer Lake Line means (i) with respect to the period beginning on the Execution Date and continuing up to but not including the date the Interconnection is energized, the existing 500 kV transmission line extending from the Midpoint Substation to the Summer Lake Substation, and (ii) with respect to the period beginning on the date the Interconnection is energized through the Term, the Midpoint-Hemingway Line and the Hemingway-Summer Lake Line.
Monthly Common Facilities Charge has the meaning set forth in Exhibit F .
Monthly Transmission Facilities O&M Charge has the meaning set forth in Exhibit F .
NERC means the North American Electric Reliability Council.
Non-Defaulting Owner means an Owner that is not a Defaulting Owner.
Non-Operating Owner means PacifiCorp.
OATT means, with respect to each Owner, the Owners Open Access Transmission Tariff on file with FERC.
Operator means Idaho Power Company, in its capacity as Operator under this Agreement.
Other Costs has the meaning given to such term in Section 5.08(a) .
Other Costs Records has the meaning given to such term in Section 5.06(b) .
Owner and Owners has the meaning given to such term in the preamble.
Ownership Interest means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C , as the same may be adjusted from time to time pursuant to Exhibit C .
PacifiCorp has the meaning given to such term in the preamble.
PacifiCorp Transmission System means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorps retail and wholesale electric service customers.
Party means Idaho Power or PacifiCorp individually, and Parties means Idaho Power and PacifiCorp collectively.
Person means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.
Point of Interconnection means the points of interconnection between the Transmission Facilities and each of the Owners Transmission Systems, as described in the diagrams set forth in Exhibit G .
Proprietary Information has the meaning given to such term in Section 15.06 .
Qualified Owner means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.
Reduction Event has the meaning given to such term in Section 6.02 .
Regulations has the meaning given to such term in Section 17.02 .
Reliability Standards means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERCs reliability standards), as such criteria may be adopted or modified from time to time.
Remaining Owner has the meaning given to such term in Section 9.03 .
Representatives means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.
Rights-of-Way means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by Idaho Power or its Affiliates.
Summer Lake Substation means the existing substation near Summer Lake, Oregon owned by PacifiCorp.
Tap Line Upgrades has the meaning given to such term in Section 7.01(f) .
Tax Indemnifying Party has the meaning given to such term in Section 17.04 .
Tax Indemnitee Party has the meaning given to such term in Section 17.04 .
Taxes has the meaning given to such term in Section 17.03 .
Term has the meaning given to such term in Section 2.03 .
Transferee has the meaning given to such term in Section 15.01 .
Transferor has the meaning given to such term in Section 15.01 .
Transferred Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities Contracts means (i) the Hemingway Substation Facilities Contracts as defined in the JSPA, (ii) the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation site, and (iii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.
Transmission System means, in the case of Idaho Power, the Idaho Power Transmission System, and, in the case of PacifiCorp, the PacifiCorp Transmission System.
Unauthorized Use means the unauthorized use of the generation or transmission facilities of any other Person.
WECC means the Western Electricity Coordinating Council or any successor thereto.
WIS Agreement has the meaning given to such term in Section 14.08(b) .
1.02 Rules of Construction . The following rules of interpretation shall apply in this Agreement:
(a) The masculine shall include the feminine and neuter.
(b) References to Articles, Sections and Exhibits shall be to articles, sections and exhibits of this Agreement.
(c) The Exhibits attached hereto are incorporated in and are intended to be a part of this Agreement.
(d) This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.
(e) Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both the Parties.
(f) Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.
(g) The term day shall mean a calendar day, the term month shall mean a calendar month, and the term year shall mean a calendar year. Whenever an event is to be performed, a period commences or ends, or a payment is to be made on or by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however , that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.
(h) Each reference in this Agreement to a Person includes its successors and permitted assigns; and each reference to a Governmental Authority includes any Governmental Authority succeeding to its functions and capacities.
(i) In this Agreement, the words include, includes and including are to be construed as being at all times followed by the words without limitation.
(j) The words hereof, herein and hereunder and words of similar import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular provision of this Agreement.
ARTICLE
II
TERM
2.02 FERC Filing . Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a Rate Schedule within the meaning of Part 35 of FERCs regulations. Each of the Owners shall support this Agreement in its current form at FERC when filed. Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.
2.04 Termination . Subject to Section 2.05 , this Agreement shall terminate if one or more of the following events occur:
(a) the Transmission Facilities are damaged and destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or rebuild) the Damaged Facilities in accordance with Article VIII ;
(b) the Transmission Facilities are retired and decommissioned in accordance with Article IX ;
(c) all of the Ownership Interests in the Transmission Facilities are owned by only one Owner;
(d) by mutual written agreement of the Owners; or
(e) this Agreement is terminated by exercise of remedies pursuant to Section 12.03 .
(a) If this Agreement is terminated pursuant to Section 2.04 , then, except as for those provisions that are expressly intended to survive termination and, subject to Section 2.05(b) and receipt of any necessary Governmental Authorizations required by applicable Governmental Requirements, this Agreement shall terminate and become void and of no further force and effect, without further action by either Party, provided that neither Party shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.
(b) In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then: (i) the Operator shall, upon written notice from the Non-Operating Owner delivered to the Operator no later than fifteen (15) Business Days after termination of this Agreement pursuant to Section 2.04 , continue to perform such of its obligations and covenants in Articles VI , VII , VIII , X and XVI as are set forth in the notice; (ii) such obligations and covenants, together with Articles V , VI , VII , VIII , XI , X , XII , XIV , XV , XVIII , XIX and XX (to the extent applicable to the surviving covenants and obligations), shall continue in full force and
ARTICLE
III
CONSTRUCTION
3.01 Engineering, Design and Construction of the Jointly-Developed Transmission Facilities .
(a) The Operator shall design, engineer, procure, construct, install, manage and perform all other activities necessary for the development, construction and commissioning of the Jointly-Developed Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations (the Construction Project ).
(b) The Operator shall use Commercially Reasonable Efforts to achieve each of the milestones by its respective milestone date as set forth in Exhibit H . The Operator shall provide the Owners with prompt written notice of the date upon which it has achieved each milestone.
3.02 Interconnection . PacifiCorp shall take the Midpoint-Summer Lake Line out of service for approximately three consecutive weeks during May, 2010 to enable the Operator to interconnect the Transmission Facilities with the Midpoint-Summer Lake Line. The Operator shall submit a request to PacifiCorp for the specific dates of the outage, the approval of which shall not be unreasonably withheld by PacifiCorp. The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice , so as to minimize outage times.
3.03 Rights-of-Way . The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
3.04 Monthly Reports . Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.
3.05 Development and Construction Costs .
(a) Each Owner shall be responsible for, and shall pay, in accordance with this Section 3.05 , its pro rata share (based on its Ownership Interest) of all Costs (up to the Construction Costs Cap) actually incurred by or on behalf of the Operator in the performance of
the Construction Project pursuant to
Article
III
or otherwise incurred by or on behalf of Idaho Power in the
construction of the Transmission Facilities (collectively, the Construction
Costs).
(b) The Operator shall promptly notify the Owners in writing if it reasonably believes that the total Construction Costs to be incurred by or on behalf of the Operator or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities will exceed the greater of (i) five percent (5%) of the aggregate amount of Construction Costs provided for in the budget attached hereto as Exhibit E (the Construction Budget ), as the same may be revised from time to time pursuant to this Section 3.05(b ), and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) (the Construction Costs Cap ). Thereafter, the Operator shall submit to the Owners for their approval, such approval not to be unreasonably withheld or delayed, a revised Construction Budget which shows the aggregate amount of Construction Costs that the Operator reasonably believes will be incurred by or on behalf of the Operator to complete the Construction Project in accordance with Article III or otherwise incurred by or on behalf of Idaho Power in the construction of the Transmission Facilities. The notice and approval rights set forth above in this Section 3.05(b) shall apply to the revised Construction Budget as well. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Operator be obligated to incur Construction Costs in excess of the Construction Costs Cap.
(c) The Operator shall provide the Owners with invoices showing each Owners pro rata share (based on its Ownership Interest) of the Construction Costs, and the Non-Operating Owner shall pay the Operator its pro rata share (based on its Ownership Interests) of the Construction Costs, in accordance with Section 5.08 and Section 5.09 .
ARTICLE
IV
OWNERSHIP
INTERESTS
(a) Pursuant to the JPSA, as of the Closing Date, each Owner owns an undivided ownership interest, equal to its Ownership Interest, in the Transmission Facilities.
(b) The Owners agree that they shall enter into such additional documentation as shall reasonably be required to document any change in the Ownership Interests of the Owners contemplated hereby, provided that in no event shall an Owner be responsible for paying any amount to the other Owner as a result of any change in any Ownership Interest or the Transmission Facilities except as expressly provided for in this Agreement or as otherwise agreed to by the Parties in writing.
4.02 Owners Capacity Share . Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission Facilities ( Capacity Share ). Subject to Section 6.02 , each Owners Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owners Capacity Share and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time
shall an Owner be entitled to post, sell,
schedule or transmit more than its Capacity Share of transmission capacity (and
a commensurate amount of energy) on the Transmission Facilities, unless
otherwise mutually agreed to in writing by the Owners. Any use of the
Transmission Facilities, other than as provided for in this
Section 4.02
,
shall be subject to the prior written approval of both Owners.
4.03 Qualified Owner. Each Owner shall take all actions required to continue to be a Qualified Owner during the Term. If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.
4.04 No Right to Use . For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).
4.05 Payments . All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).
4.06 Waiver of Partition Rights. The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in-common. The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement. Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding. Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owners agreement and adherence to the terms of this Section 4.06 , and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06 .
ARTICLE V
OPERATOR
5.01 Appointment of Operator .
(a) The
Owners hereby appoint Idaho Power, and Idaho Power hereby accepts appointment,
to serve as Operator of the Transmission Facilities and the Common Facilities
for
the Owners and to perform the other covenants and obligations of the Operator expressly set forth in this Agreement, in accordance with the terms and conditions of this Agreement.
(b) Notwithstanding anything to the contrary contained in this Agreement or Governmental Requirements, the Owners agree that the Operator shall have no obligations, responsibilities or duties to the Owners other than as are expressly provided for in this Agreement.
(a) The Operator shall be responsible in all respects for the construction of the Jointly-Developed Transmission Facilities and the operation and maintenance of the Transmission Facilities and the Common Facilities in accordance with Article III and Articles V-X . Without limiting the foregoing, the Operator shall supervise and perform, or cause to be supervised and performed: (i) the construction of the Jointly-Developed Transmission Facilities in accordance with Article III and this Article V , (ii) the physical operation and maintenance of, interconnection to, design of, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of, the Transmission Facilities in accordance with this Article V and Articles VI-X , and (iii) the physical operation and maintenance of the Common Facilities in accordance with Section 6.04 . In the performance of its obligations under this Agreement, the Operator shall have authority, subject to the other terms of this Article V and Article III and Articles VI-X , to take any or all of the actions it reasonably determines are necessary to perform its obligations under this Agreement, including to make decisions on all matters relating to and to contract for, select and purchase on behalf of the Owners all materials, equipment and services (including from third-party consultants and advisors) necessary for: (A) the engineering, design and construction of the Jointly-Developed Transmission Facilities pursuant to Article III , (B) the physical operation and maintenance of the Transmission Facilities pursuant to Article VI ; (C) the interconnection of Interconnection Customers to the Transmission Facilities pursuant to Section 6.03 ; (D) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of capital upgrades or improvements to the Transmission Facilities pursuant to Article VII ; (E) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of repairs to and reconstruction of the Transmission Facilities pursuant to Article VIII ; and (F) the retirement and decommissioning of the Transmission Facilities pursuant to Article IX.
(b) The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests. Title to all capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 7.01 shall vest with and be owned by the Owners in accordance with Section 7.01 .
(c) The Operator will exercise or enforce all of Idaho Power's benefits, rights and remedies under the Transmission Facilities Contracts for the benefit of the Owners pro rata (in accordance with their respective Ownership Interests) and without adverse distinction between the Owners. In furtherance and not in limitation of the immediately preceding sentence,
the Operator agrees to
transfer, assign, distribute, pay over or otherwise make available to the Non-Operating
Owner, the Non-Operating Owners pro rata share (based on its Ownership
Interest) in any payments or proceeds obtained pursuant to any Transmission
Facilities Contract. Notwithstanding anything to the contrary contained in
this Agreement, the Owners agree that only the Operator shall be entitled to
exercise or enforce Idaho Powers benefits, rights and remedies under the
Transmission Facilities Contracts.
5.03 Standard of Work. The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
5.04 Delegation of Responsibilities . The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a Delegate ). Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.
5.05 Governmental Authorizations .
(a) The Operator is authorized to prepare and submit to all appropriate Governmental Authorities the necessary reports, applications, plans, specifications and other documents to procure all Governmental Authorizations required to perform its obligations under this Agreement with respect to the Transmission Facilities or to comply with Governmental Requirements, provided that the Operator shall consult with the Owners prior to the submission of any such reports, application, plans, specification and other documents. To the extent permitted by Governmental Requirements, the Operator shall use Commercially Reasonable Efforts to obtain and structure all Government Authorizations for which it applies after the Execution Date in such a way as to recognize each Owners applicable Ownership Interests and Capacity Share as contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in Section 5.05 shall obligate the Operator to prepare and submit to appropriate Governmental Authorities any reports, applications, plans, specifications and other documents to procure any Governmental Authorizations required by the Owners in connection with their ownership of an Ownership Interest in the Transmission Facilities or the recovery of any costs and expenses in connection therewith.
(b) To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall: (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to procure such Governmental Authorization; and (ii) exercise all Commercially Reasonable Efforts to obtain such Governmental Authorization. Unless and until the Owner or Owners are able to obtain such Governmental Authorizations, the Operator shall not perform or continue to perform any of the Construction Project if to do so would result in the Owner or Owners being in violation of applicable Governmental Requirements or Governmental Authorizations.
(c) Each Owner shall, at its own cost: (i) reasonably cooperate and support the Operator in obtaining any Governmental Authorizations required pursuant to Section 5.05(a) ; and (ii) reasonably respond to inquiries or requests issued to it by any Governmental Authority in respect of such Governmental Authorization; provided , however , that an Owner shall not be obligated pursuant to this Section 5.05(c) to disclose Proprietary Information except to the extent that it is otherwise required to disclose such Proprietary Information: (A) by applicable Governmental Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this Agreement.
(a) The Operator shall, to the extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operators or any other contractors safety and security rules, as more specifically set out in the Hemingway Access Easement Agreement.
(b) Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement ( Other Costs Records ), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice. The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09 . The Owner requesting the audit shall reimburse one hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses) incurred by or on behalf of the Operator and any of its Affiliates and any Delegate in complying with the provisions of this Section 5.06(b) , provided that the Owner shall not be required to reimburse any such costs if the audit determines that the Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments
of Other Costs or more than Twenty-Five Thousand
Dollars ($25,000) in Other Costs have been incorrectly allocated to the Owner.
(a) Owner Insurance . Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities. Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.
(b) Property Insurance .
(i) The Operator, on behalf of the Owners and any other named insureds or loss payees, will: (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages. The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.
(ii) Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities. Coverage may be insured or self-insured, or any combination of insured and self-insured.
(iii) Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.
(a) The Non-Operating Owner shall pay the Operator the Monthly Transmission Facilities O&M Charge and the Monthly Common Facilities Charge calculated in accordance with Exhibit F as compensation for the Operators services under this Agreement. Each Owner shall be responsible for its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise or this Agreement specifies otherwise) of costs incurred by or on behalf of the Operator under Sections 3.05(a) , 6.01(c) , 7.01(b) , 7.01(f) , 8.01 , 8.05(b) , 9.02 and 17.03 (the Other Costs ). In the event that the Operator incurs, or reasonably expects to incur, significant Other Costs (other than Construction Costs) in excess of One Hundred Thousand Dollars ($100,000), it shall immediately notify the Owners in writing of such Other Costs.
(b) Not later than thirty (30) days after the end of each month during the Term, the Operator will deliver to the Owners an invoice which will show the Monthly
5.09 Disputed Amounts . If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08 , the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest. Any disputed amount shall be resolved pursuant to the provisions of Article XVIII . If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment, or incorrect allocation, until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.
5.10
Assistance
.
Each Owner shall cooperate with the Operator promptly, as and when reasonably
requested by the Operator, to assist the Operator in the performance of its
duties, responsibilities and obligations under this Agreement, including
executing and delivering from time to time such additional documents,
certificates or instruments, and taking such additional actions, as may be
reasonably requested by the Operator. Each Owner shall bear its own costs for
providing such cooperation and assistance as requested by the Operator unless
the Owners agree otherwise in writing. Nothing in this Agreement shall
preclude an Owner from exercising any rights expressly granted it under this
Agreement or taking any action (or having its Affiliates take any action) with
respect to any other transmission project, including any such project that may
compete with the Transmission Facilities.
5.11 Remedies .
ARTICLE
VI
OPERATION
AND MAINTENANCE; CURTAILMENT;
INTERCONNECTION WITH THIRD PARTIES
; COMMON FACILITIES
6.01 Operation and Maintenance; Capital Upgrades and Improvements .
(a) The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners. Subject to Section 5.04 , the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operators obligations under this Section 6.01 .
(b) The Operator shall make maintenance renewals and replacements to the Transmission Facilities (i) the costs of which are recordable as an operation and maintenance expense under the FERC Uniform System of Accounts; and (ii) that (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice, and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations. Such maintenance renewals and replacements to the Transmission Facilities are included in the services for which the Operator is compensated by the Monthly Transmission Facilities O&M Charge. The Operator shall not separately invoice the Owners for the costs of such maintenance renewals and replacements to the Transmission Facilities. Notwithstanding anything to the contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The Operator shall make capital upgrades and improvements to the Transmission Facilities (i) the costs of which are recordable as capital expenditures under the FERC Uniform System of Accounts, and (ii) which (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations. The Operator shall consult with the Owners and receive their prior approval, such approval not to be unreasonably withheld, delayed or conditioned, with respect to any capital upgrade or improvement for which the Operator reasonably expects to incur total project costs that exceed Two Hundred Fifty Thousand Dollars ($250,000). The Owners shall be responsible for their pro rata share (based on their Ownership Interests) of any Costs incurred by or on behalf of the Operator in making such capital upgrades or improvements. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades and improvements made pursuant to this Section 6.01(c) shall be Transmission Facilities for purposes of this Agreement.
6.02 Curtailment . The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities ( Reduction Event ), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator. In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public. Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.
6.03 Interconnection with Third Parties . The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owners OATT to which the Interconnection Customers request was made ( Interconnection Owner ). An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request. The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owners OATT. The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owners OATT.
6.04 Common Facilities . The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners. The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction
ARTICLE
VII
CAPITAL
UPGRADES PROPOSED BY AN OWNER
(a) At any time during the Term, an Owner ( Electing Owner ) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owners ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a Capital Upgrade Notice ). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.
(i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners Capacity Shares; (C) any change in each Owners Ownership Interest; (D) each Owners share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the Amendment ); provided , however , that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII . Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII .
(ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade
(b) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII , and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII , for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII , and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The
Operator shall design, permit, construct, install and commission any upgrades
or improvements to the Transmission Facilities provided for in
Section
7.01(a)(ii)
in accordance with the final scope of the capital upgrade or
improvement established by the Electing Owner pursuant to
Section
7.01(a)(ii)
, and otherwise in accordance with Good Utility Practice and
applicable Governmental Requirements and Governmental Authorizations. The
Electing Owner shall be responsible for all of the Costs incurred by or on
behalf of the Operator in connection with such capital upgrade or improvement
to the Transmission Facilities and title to such capital upgrades or
improvement shall vest solely with the Electing Owner. Effective as of the
date of successful commissioning of such capital upgrade or improvement,
written notice of which the Operator shall provide to the Owners, (i) the
Owners Ownership Interests shall be adjusted, if at all, in accordance with
Exhibit
C
, (ii) the Owners shall memorialize any revised Ownership Interests in a
revised
Exhibit C
which shall be effective as of the date of successful
commissioning of such upgrade or improvement, and (iii) the Operator shall
operate and maintain such capital upgrade or improvement in accordance with
Section
6.01(a)
. In addition, the Owners shall meet and agree on: (A) the
allocation of increased transmission capacity, if any, associated with such
capital upgrade and improvement between the Owners, including any change in the
Owners Capacity Shares; (B) any change in the Monthly Transmission Facilities
O&M Charge; and (C) such other matters as the Owners may agree upon, all of
which shall be memorialized in an amendment to this Agreement executed by the
Owners, including any amendments to the Exhibits hereto;
provided
,
however
, that any failure of the Owners to agree on any
of the matters specified in subparts (A) through (C) above shall be resolved
pursuant to the provisions of
Article XVIII
. Notwithstanding anything
to the contrary contained in this Agreement, any capital upgrades or
improvements provided for in this
Section 7.01(c)
shall not be
Transmission Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01 .
(e) Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owners OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b) .
(f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04 . The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jim Bridger power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f) . The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f) , Tap Line Upgrades means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hemingway Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
ARTICLE
VIII
PHYSICAL
DAMAGE TO TRANSMISSION FACILITIES; CONDEMNATION
8.01 Rebuilding Damaged Facilities . If any of the Transmission Facilities are materially damaged or destroyed (the Damaged Facilities ), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the Damage Notice ) of the Operators good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice. If the Owners or the Operator determines pursuant to this Section 8.01 to repair or rebuild the Damaged Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with such Damaged Facilities, apply such proceeds (up to its pro
8.02 Decision not to Rebuild .
If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b) , and (c) subject to Section 8.03 , this Agreement shall terminate pursuant to Section 2.04(a) .
8.03 Purchase of Ownership Interest .
If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the Continuing Owner ), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners or Operators determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities. The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.
8.04 Cooperation . If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03 , then, at the Continuing Owner's request and expense, the other Owner and the Operator (if the Continuing Owner is not
8.05 Condemnation . If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings). The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain. If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:
(a) the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned, in which case the provisions of Article IX shall control;
(b) the Transmission Facilities should be replaced or modified, in which case the Owners will, upon receipt of any awards paid in connection with such condemnation or eminent domain, apply such awards to the replacement or modification of the Transmission Facilities which will be carried out by the Operator. The Operator will, consistent with the mutual agreement of the Owners, determine the manner in which to replace or modify the Transmission Facilities (including the equipment to be used), and will cause such replacement and modifications to be made so that the Transmission Facilities are replaced or modified in accordance with the mutual agreement of the Owners. If the cost of replacement or modification of the Transmission Facilities exceeds the awards received by the Owners in connection with such condemnation or eminent domain, then the Owners shall pay their pro rata shares (based on their Ownership Interests) of the shortfall amount; or
(c) if the Owners do not reach mutual agreement on one of the actions provided for in paragraphs (a) and (b) above, or on another course of action, within sixty (60) days after the date of the notice provided by the Operator to the Owners pursuant to the first sentence of this Section 8.05 , then each Owner shall receive its pro rata share (based on its Ownership Interest) of all awards received by the Owners (or their Affiliates) in connection with any such condemnation or eminent domain (less the actual cost, fees and expenses incurred by the Operator in collection thereof).
ARTICLE
IX
RETIREMENT
AND DECOMMISSIONING
9.01
Decision to Retire Transmission Facilities
.
The Owners will determine in accordance with the terms of this
Article
IX
when the Transmission Facilities are no longer useful for the transmission
of electric power and should be retired and decommissioned. If the
Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03 , this Agreement shall terminate pursuant to Section 2.04(b) .
9.02 Costs of Decommissioning . Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.
9.03 Purchase of Ownership Interest . Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a Decommissioning Notice ). If the other Owner desires to continue the operation of the Transmission Facilities (the Remaining Owner ), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, the Remaining Owner must give written notice thereof to the other Owner within ninety (90) days of receipt of the other Owners Decommissioning Notice. The Owners shall enter into such documentation as the Remaining Owner shall reasonably request to document the purchase and sale of the Ownership Interest (and Capacity Share) of the other Owner, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of the depreciated cost of the applicable Transmission Facilities.
9.04 Cooperation . If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owners request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities. This Section 9.04 shall survive the expiration or termination of this Agreement.
ARTICLE
X
INTERCONNECTION
10.02 Interconnection Operating Procedures . Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator. The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.
10.03 Interconnection Energization . The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04 , and completion of the operating procedures specified in Section 10.02 . The Parties recognize the need for the approval of an expedited WECC ratings review for Path 14 (Idaho to Northwest ) and Path 75 (Midpoint-Summer Lake) both of which are affected by the Hemingway Substation Interconnection. Idaho Power agrees to intertie the planned Hemingway Substation 230 kV transmission line to the Idaho Power 138 kV Treasure Valley system only after the WECC ratings process is complete The non-simultaneous and simultaneous export ratings of the Midpoint-Summer Lake 500 kV line are presently 1500 MW and 1187 MW respectively. Idaho Power acknowledges the desire to maintain the non-simultaneous export rating of the Midpoint-Summer Lake Line and will mitigate any adverse impacts that the Hemingway Substation causes to the non-simultaneous export rating of the Midpoint-Summer Lake Line which is identified in the WECC rating process in connection with the initial energization of the Hemingway Substation. Such mitigation shall include changes to operating procedures if necessary to achieve this desired rating. The simultaneous export rating of the Midpoint-Summer Lake Line is an allocation of the capability of multiple lines in Path 14, and Idaho Power will support PacifiCorp if a third party raises a challenge to the simultaneous rating of the Midpoint-Summer Lake Line.
10.04 Metering . The Operator shall operate and maintain the Metering Equipment and meters (which are part of the Common Facilities) in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.
(a) The Operator shall test the Metering Equipment and meters (which are part of the Common Facilities) no less frequently than once every two (2) years. The Owners shall be given reasonable advance notice of the Operators testing of the Metering Equipment and meters (which are part of the Common Facilities) and shall have the opportunity to observe such testing, and the Operator shall provide the Owners a copy of meter results (including any early results to the extent the Operator has access to the results) promptly upon the results being available to the Operator. Each Owner may request additional tests of the Metering Equipment and meters (which are part of the Common Facilities) beyond those required by the first sentence of this Section 10.04(a) , provided such additional tests shall be conducted by the Operator at the expense of the requesting Owner, unless such additional test reveals that the Metering Equipment and meters (which are part of the Common Facilities) are found to register outside the accepted accuracy range for watts and vars of full load equals +/- 0.2%, light load equals +/-0.2%, and power factor equals +/-0.3%, in which event the expense of the additional testing will borne by the Owners equally.
(b) If,
as a result of any test, the Metering Equipment and meters (which are part of
the Common Facilities) are found to be registering outside the applicable
accuracy standard in effect at the time of the test, such Metering Equipment
and meters (which are part of the Common Facilities) shall be restored to the
accuracy standard or an accurate meter substituted by the Operator.
(c) The Operator shall provide each Owner with a real time remote signal from the Metering Equipment and meters (which are part of the Common Facilities) pursuant to established inter-control area communications protocols.
(d) The Owners acknowledge that (i) the current meter point of Path 14 (Idaho to Northwest) and (ii) Path 75 (Summer Lake) is expected to shift from the Midpoint Substation to the Hemingway Substation with no reduction to existing ratings for either path. Once the meter point is shifted to the Hemingway Substation for both paths, the Owners will agree on appropriate compensation for the line losses transferred to the Idaho Power balancing area.
(a) Operation and Maintenance; Avoidance of Burdens and Control of System Disturbances . Each Owner shall operate and maintain its Transmission System in a manner consistent with Good Utility Practice and the provisions of this Section 10.05 . In addition, each Owner shall operate and maintain its respective Transmission System so as to minimize, in accordance with Good Utility Practice, the likelihood of a disturbance originated in either Transmission System, which might cause impairment to the service of the other Owner or of any transmission system interconnected with the Transmission System of the other Owner. Either Owner may install and operate on its Transmission System such relays, disconnecting devices, and other equipment as it may deem appropriate for the protection of its Transmission System, provided that any such relays, disconnecting devices and other equipment on the Transmission Facilities shall be handled pursuant to Article VII .
(b) Additional Services . This Article X is applicable only to the physical interconnection of the Owners Transmission Systems at the Point of Interconnection and does not obligate either Owner to receive or provide any service. Other services provided by one Owner to the other Owner shall be governed by such other agreements as the Owners may enter into from time to time. Neither Owner shall be obligated to deliver reactive power for the benefit of the other Owner, and neither Owner shall be obligated to receive reactive power when to do so might introduce objectionable operating conditions on its Transmission System.
(c) Interruption of Service . The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner ( Interrupting Owner ) may temporarily interrupt or isolate the Interconnection under the following circumstances: (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole judgment of the Interrupting Owner, such action is necessary to preserve the integrity of, or to prevent or limit any instability on, or to avoid or mitigate an Unauthorized Use on its Transmission System; (iv) where necessary to comply with documented directives from a Governmental Authority; (v) as a result of one or more events of Force Majeure; or (vi) where necessary to prevent (A) death or serious injury to any person, (B) material damage or harm to any property or (C) any material adverse effect to the security of, or damage to its Transmission
(d) Physical and Cyber Security . The Operator shall cooperate with each Owner in complying with any physical and cyber security or other security requirement established by Governmental Requirement, including Reliability Standards, applicable to the Owner and the Transmission Facilities, written notice of which the Owner provides to the Operator.
10.06 Survival of Interconnection Provision . The provisions of this Article X , together with Articles XI , XII , XIV , XV , XVIII , XIX and XX (to the extent applicable to the surviving provisions of this Article X ), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06 .
ARTICLE
XI
FORCE
MAJEURE
For purposes of this Agreement,
Force Majeure
means an event
or circumstance beyond the reasonable control of and without the fault or
negligence of the Owner or Operator claiming Force Majeure (
Affected Party
),
which, despite the exercise of reasonable diligence, cannot be or be caused to
be prevented, avoided or removed by such Affected Party including, to the
extent satisfying the above requirements, acts of God; earthquake; abnormal
weather condition; hurricane; flood; lightning; high winds; drought; peril of
the sea; explosion; fire; war (declared or undeclared); military action;
sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism;
economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out
that are of an industry or sector-wide nature and that are not directed solely
or specifically at the Affected Party; the binding order of any Governmental
Authority,
provided
that the Affected Party has in good faith reasonably
contested such order; the failure to act on the part of any Governmental
Authority,
provided
that such action has been timely requested and
diligently pursued; unavailability of equipment, supplies or products, but only
to the extent caused by Force Majeure; failure of equipment,
provided
that the equipment has been operated and maintained in accordance with Good
Utility Practice; and transportation delays or accidents, but only to the
extent otherwise caused by Force Majeure;
provided
,
however
, that
neither insufficiency of funds, financial inability to perform nor changes in
market conditions shall constitute Force Majeure.
11.02 Effect of Force Majeure .
(a) If an Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement or its performance is delayed because of Force Majeure, such Affected Party shall be excused from, and shall not be liable for, whatever performance it is unable to perform or delayed in performing due to the Force Majeure to the extent so affected, provided that:
(i) The Affected Party, as soon as reasonably practical after the commencement of the Force Majeure, gives the other Owner(s) and the Operator prompt written notice thereof, including a description of the particulars of the Force Majeure;
(ii) The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and
(iii) The Affected Party uses Commercially Reasonable Efforts to overcome and remedy its inability to perform as soon as reasonably practical after the commencement of the Force Majeure.
(b) Notwithstanding anything in this Article XI to the contrary, no payment obligation arising under this Agreement prior to the date of an event of Force Majeure shall be excused by such event of Force Majeure.
(c) Whenever an Affected Party is required to commence or complete any action within a specified period and is prevented or delayed by Force Majeure from commencing or completing such action within the specified period, such period shall be extended by an amount equal to the duration of such event of Force Majeure occurring or continuing during such period.
ARTICLE
XII
EVENTS
OF DEFAULT
Each of the following events shall constitute an event of default ( Event of Default ) by the defaulting Owner (a Defaulting Owner ):
(a) the failure to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;
(b) any
representation or warranty made by such Defaulting Owner herein is false or
misleading in any material respect when made, unless (i) the fact, circumstance
or condition that is the subject of such representation or warranty is made
true within thirty (30) days after notice thereof from the Non-Defaulting
Owner,
provided
that if the fact, circumstance or condition that is the
subject of such representation or warranty reasonably cannot be corrected
within such thirty (30) day period, then the Defaulting Owner shall have an
additional period of time (not to exceed sixty (60) days) in which to correct
the fact, circumstance or condition that is the subject of such representation
or warranty, and (ii) such cure removes any adverse effect on
the Non-Defaulting Owner of such fact, circumstance or condition being otherwise than as first represented, or such fact, circumstance or condition being otherwise than as first represented does not materially adversely affect the Non-Defaulting Owner;
(c) a transfer, assignment or other disposition of its interest in this Agreement or its Ownership Interest (or Capacity Share) in the Transmission Facilities, in each case, in violation of Article XIX ;
(d) the failure to perform or breach of its covenants and obligations in Section 4.06 ;
(e) the failure to be a Qualified Owner, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;
(f) the failure to perform or breach of any material covenant or obligation set forth in this Agreement (other than provided for in Section 12.01(a) , (b) , (c) , (d) or (e) ), if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner, provided that if such failure or breach cannot reasonably be cured within thirty (30) days, then the Defaulting Owner shall have an additional period of time (not to exceed ninety (90) days) in which to cure such failure or breach so long as the Defaulting Owner commences good faith activities to cure the failure or breach during the initial 30-day cure period and continues to utilize its Commercially Reasonable Efforts to effect a cure; or
(g) the Defaulting Party becomes Bankrupt.
12.02 Cure by Non-Defaulting Owner .
If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02 .
(a) If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08 . The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.
(b) The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement. Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants hereunder. The Non-Defaulting Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Defaulting Owner's obligations
ARTICLE
XIII
REPRESENTATIONS
AND WARRANTIES
13.01 Representations and Warranties of PacifiCorp . PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.
(e) This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.
(f) Except as disclosed in Schedule 13.01(f) , all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
13.02 Representations and Warranties of Idaho Power .
Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its
assets and carry on its business as now being conducted or as proposed to be
conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.
(e) This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.
(f) Except as disclosed in Schedule 13.02(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
ARTICLE
XIV
INDEMNIFICATION
(a) Subject to the provisions of Section 14.03 and Section 14.08 , each Owner (the Indemnifying Party ) shall indemnify, defend and hold harmless the other Owner (the Indemnified Party ) and its Representatives, from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or character, including reasonable attorneys fees and expenses (collectively, Claims ) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Partys (including its Representatives): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement.
(b) In addition to and not in limitation of the indemnity provided in Section 14.01(a) , but subject to the provisions of Section 14.03 and Section 14.08 , each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities, in each case, arising under or in connection with this Agreement, including in connection with the performance by the
(c) Subject to the provisions of Section 14.03 and Section 14.08 , the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operators and its Representatives (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided , however , in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent arising from such Owners or its Representatives: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any material obligation under this Agreement.
14.02 Notice and Participation .
(a) If an Indemnified Party intends to seek indemnification under this Article XIV with respect to any Claims, the Indemnified Party shall give the Indemnifying Party prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the commencement of such Claims. The Indemnifying Party shall have no liability under this Article XIV for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.
(b) The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided , however , that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Partys expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.
(c) Should any Indemnified Party be entitled to indemnification under this Article XIV as a result of a Claim by a third party, and should the Indemnifying Party fail to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim, the Indemnified Party may, at
the expense of the Indemnifying Party, contest or, with or without the prior consent of the Indemnifying Party, settle such Claim.
(d) Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article XIV unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.
(e) Except to the extent expressly provided otherwise herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party; provided , however , that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Partys reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.
Subject to the limitation in Section 14.02(e), if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV , the amount owing to the Indemnified Party shall be the amount of such Indemnified Partys actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.
14.04 No Release of Insurers .
The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.
Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.
No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.
14.07 Survival of Obligation . The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.
14.08 Limitation on Liability .
(a) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.
(b) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the WIS Agreement ) is then in effect between the Parties and expressly limits or precludes such liability. Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.
ARTICLE
XV
PROPRIETARY
INFORMATION
15.01 Disclosure of Proprietary Information Prohibited . Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the Transferor ) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the Transferee ) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02 , 15.03 and 15.05 ) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion. Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferors Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.
15.02 Disclosure by Representatives . Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.
15.03 Permitted Disclosures . Notwithstanding anything to the contrary contained in this Article XV :
(a) A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements, the Transferee promptly advises the Transferor of any request for such information by such
(b) A Transferee may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any Governmental Authorization; provided that unless prohibited from so doing by applicable Governmental Requirements, the Transferee shall provide the Transferor prior written advance notice of such disclosure and the Proprietary Information that is to be disclosed.
(c) A Transferee may disclose such Proprietary Information regarding the existence and terms of this Agreement as such Transferee deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or as otherwise required by applicable Governmental Requirements.
15.04 Injunctive Relief . In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.
15.05 Publicity . Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.
15.06 Proprietary Information Defined . For purposes of this Agreement, Proprietary Information means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be confidential, provided that Proprietary Information shall exclude information falling into any of the following categories:
(i) Information that, at the time of disclosure hereunder, is in the public domain, other than information that entered the public domain by breach of this Agreement by Transferee;
(ii) Information that, after disclosure hereunder, enters the public domain, other than information that enters the public domain by breach of this Agreement by Transferee;
(iii) Information, other than that obtained from third-parties, that prior to disclosure hereunder, was already in Transferees possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;
(iv) Information obtained by Transferee from a third-party having an independent right to disclose the information; or
(v) Information that is available through independent research without use of or access to the Proprietary Information.
The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.
ARTICLE
XVI
RELIABILITY
16.01 Reliability . The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.
ARTICLE
XVII
TAXES
17.01 No Partnership . Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners respective Transmission Systems. Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01 .
17.02
761 Election
.
The Owners intend that, as tenants in common and owners of undivided
Ownership Interests, for United States income tax purposes the Owners shall
elect in accordance with the provisions of section 761 of the Internal Revenue
Code of 1986, as amended (
Code
), and the applicable income tax
regulations thereunder (
Regulations
), to be excluded from all of the
provisions of Subchapter K of the Code upon the first occasion in which such
election may be filed under these Regulations and that, if such election is not
filed, this Agreement shall constitute an election under Regulations section
1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of
the Code and the applicable Regulations, beginning
with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.
17.03 Responsibility for Taxes . It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees ( Taxes ), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03 , the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owners Ownership Interest percentage of such Taxes. The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided , however , that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owners Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.
17.04 Indemnification . Each Owner (the Tax Indemnifying Party ) shall indemnify and hold harmless the other Owner (the Tax Indemnitee Party ), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII .
17.05 Determination of Depreciation and Other Matters . Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.
ARTICLE
XVIII
DISPUTES
18.01 Exclusive Procedure . Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a Dispute ) shall be resolved pursuant to the procedures of this Article XVIII .
18.02 Dispute Notices . If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a Disputing Party ) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the Dispute Notice ). Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing
Parties nonetheless will continue to pursue resolution of the Dispute
pursuant to this
Article XVIII
.
18.03 Informal Dispute Resolution .
(a) The Disputing Parties shall make a good faith effort to resolve the Dispute by prompt negotiations between and/or among each Disputing Partys representative so designated in writing to the other Disputing Party or Disputing Parties (each a Manager ). If the Managers are not able to resolve the Dispute within thirty (30) days after the date of the Dispute Notice, they shall refer the matter to the designated senior officers of their respective companies (the Executive(s) ), who shall have authority to settle the Dispute. If the Executives are not able to resolve the Dispute within sixty (60) days after the date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 18.04 .
(b) All communications and writings exchanged between and/or among the Disputing Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between and/or among the Disputing Parties, either with respect to the current Dispute or any future Dispute between and/or among the Owners and/or the Operator.
18.05 Continued Performance . During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.
ARTICLE
XIX
ASSIGNMENT
19.01
Prohibited Transfers and Assignments
.
Neither Idaho Power nor PacifiCorp shall have the right to transfer,
assign or otherwise dispose of, in whole or in part, its interest in this
Agreement, including its rights, duties and obligations hereunder, nor to
transfer, assign or
otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX .
19.02 Permitted Assignments and Transfers . The restrictions set forth in Section 19.01 shall not restrict:
(a) dispositions and sales by the Operator incident to renewals or replacements of the Transmission Facilities;
(b) the right of an Owner to subject any of its Ownership Interest (and Capacity Share) to the lien of any mortgage upon all or a portion of its own physical electric utility property or to otherwise collaterally assign its rights and obligations in this Agreement to a lender or other person providing financing to the Owner;
(c) the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) in connection with any sale, merger or other transfer of substantially all of such Owners electric transmission facilities as an operating entity; provided , however , that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;
(d) the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to an Affiliate of the Owner which owns all or substantially all of the transmission facilities of such Owner; provided , however , that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;
(e) the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of Idaho Power, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that: (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owners (and, in the case where Idaho Power is the transferring Owner, Operators) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owners rights and obligations in this Agreement (including as part of such transfer, in the case where Idaho Power is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided , however , that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and
(f) the right of an Owner to schedule and provide transmission service (in the amount of its Capacity Share) over the Transmission Facilities under the Owners OATT and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time shall an Owner be entitled to post, sell, schedule or transmit transmission service or an amount of energy over the Transmission Facilities greater than its Capacity Share, unless otherwise mutually agreed to in writing in advance by the other Owner.
ARTICLE
XX
MISCELLANEOUS
(a) Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:
If to Idaho Power: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Manager, Grid Operations |
|
Telephone: 208-388-5669 |
|
|
With a copy to: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Legal Department |
|
Telephone: 208-388-2300 |
|
|
If to PacifiCorp: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
With a copy to: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
|
|
If to Operator: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Manager, Grid Operations |
|
Telephone: 208-388-5669 |
|
|
With a copy to: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Legal Department |
|
Telephone: 208-388-2300 |
(b) Each Owner and the Operator shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Owner(s) and the Operator. The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when: (i) delivered to the address of the Owner or Operator personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Owner or Operator, if sent by certified mail, return receipt requested, in each case, addressed to the Owner or Operator at its address and marked to the attention of the person designated above (or to such other address or person as an Owner or Operator may designate by notice to the Owners and/or Operator effective as of the date of receipt by such Owners and/or Operator).
20.02 Entire Agreement . This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof. There are no oral understandings, terms or conditions and neither Owner nor the Operator has relied upon any representation or warranty, expressed or implied, not contained in this Agreement.
20.03
Parties Bound
.
This Agreement shall be binding upon each of the Owners and the
Operator and their respective successors and permitted assigns.
20.04 Amendments .
(a) Except as otherwise provided in Section 20.04(c) , this Agreement may not be amended, supplemented or otherwise modified, other than pursuant to an instrument in writing executed by the Owners.
(b) Absent agreement of both Parties to the proposed change and except as otherwise provided in Section 20.04(c) , the standard of review for changes to this Agreement proposed by a Party, or FERC acting sua sponte , shall be the public interest standard of review set forth 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); provided that the standard of review for any modification to this Agreement requested by non-contracting third parties shall be the most stringent standard permissible under then-applicable law.
(c) Nothing contained in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally make application to FERC under Section 205 or Section 206 of the Federal Power Act for a change in the charges set forth in Exhibit F . It is the intent of the Parties that the standard of review that FERC will apply to any such unilateral application shall be the just and reasonable standard of review rather than the public interest standard of review.
20.05 Waivers . No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights. Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.
20.06 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.
20.07 Headings . Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.
20.08
Relationship of
Parties
.
The covenants, obligations, and liabilities of the Owners are
intended to be several and not joint or collective, and nothing herein
contained shall ever be construed to create an association, joint venture,
trust or partnership, or to impose a trust or partnership covenant, obligation
or liability on or with regard to any of the Owners. Each Owner shall be
individually responsible for its own covenant, obligations and liability as
herein provided. No Owner shall be under the control of, or shall be deemed to
control, the other Owner. Neither Owner shall have a right nor power to bind
the other Owner without its express written consent.
20.09 Severability . In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator. The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.
20.10 No Third Party Beneficiaries . Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.
20.11 Further Assurances . Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.
20.12 Conflict of Interest . Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.
20.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement. Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original. At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Hemingway Joint Ownership and Operating Agreement as of the date first above written.
IDAHO POWER: |
IDAHO POWER COMPANY, |
|
AS OWNER AND OPERATOR |
|
|
|
By: _____________________________ |
|
Name:______________________________ |
|
Title:_______________________________ |
|
|
PACIFICORP: |
PACIFICORP, |
|
AS OWNER |
|
|
|
By: _____________________________ |
|
Name:______________________________ |
|
Title:_______________________________ |
EXHIBIT A
Description of Transmission Facilities and Common Facilities
Section I. Description of Transmission Facilities. 1
The Transmission Facilities includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments. The major equipment included in the Transmission Facilities consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2. Also included in the Transmission Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment. The Transmission Facilities also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MidpointSummer Lake Line.
STATION |
|
|
|
|
|
QTY |
Equipment Description |
Item |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
206 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
10 |
Local Equipment Annunciator Units for Reactors and Breakers |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 For asset accounting purposes, PacifiCorp may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction. Idaho Power will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.
|
Bus Support |
|
3 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
16 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
111 |
|
|
|
QTY |
Conductor Description |
Item |
3,500 ft |
Conductor, 6 Aluminum Pipe, Schedule 80, 6063-T6 |
300 |
3,500 ft |
Conductor, 1590 ACSR (Dampening for 6 Bus) |
303 |
20,000 ft |
Conductor, Strain Bus, 1780 ACSS CHUKAR 1.601 Diameter |
304 |
6,750 ft |
Conductor, 3/8 EHS Shield Wire |
306 |
75,615 ft |
Control Cable |
|
|
|
|
QTY |
Panel Description |
P Number |
1 |
Panel E9: SMLK 11-1 (Pri. #1 Relay) |
5933 |
1 |
Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control) |
5934 |
1 |
Panel E11: SMLK 11-3 (Pri. #3 Relay) |
5935 |
1 |
Panel E12: SMLK L511 Protection & 511Z Control |
5936 |
1 |
Panel E13: SMLK 511Z BF & Lockout |
5937 |
1 |
Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action) |
5947 |
1 |
Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5953 |
1 |
Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5954 |
1 |
Panel H9: MPSN#1 11-1 (Pri. #1 Relay) |
5955 |
1 |
Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control) |
5956 |
1 |
Panel H11: MPSN#1 11-3 (Pri. #3 Relay) |
5957 |
1 |
Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control) |
5966 |
1 |
Panel L14: C513 11-2 (Pri. #2 Relay) |
5967 |
13 |
Panel Rack and Frames |
|
1 |
Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVTs) |
5985 |
1 |
Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVTs) |
5987 |
|
1 |
Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513 |
5991 |
|
|
|
|
|
QTY |
Foundation Description |
|
|
156 |
Other structures (for Items 101, 103, 106-2, 100, 111) |
|
|
6 |
Deadend Structures (for Items 100-1 and 100-2) |
|
|
78 |
Equipment Structures |
|
|
3 |
Reactor oil containment |
|
|
370 ft |
Fence, Capacitor Bank Barrier |
|
|
6 |
Key Interlock for Capacitor Bank Barrier Fence |
|
|
|
|
|
|
TAP |
|
|
|
|
|
|
|
QTY |
Line Material Description |
|
|
8 |
Dead-end, Single Pole Tubular Steel w/ Foundation |
|
|
2 |
Tangent, Single Pole Tubular Steel w/ Foundation |
|
|
2406 |
Insulator, 10 52-5 b&s 30k |
|
|
6 |
Insulator, Horizontal Post 500kV |
|
|
40,500 ft |
Conductor, 1272 ACSR 45/7 Bitten |
|
|
8,500 ft |
Overhead Ground Wire, 3/8 EHS Steel |
|
|
|
|
||
|
Section II. Description of Common Facilities. |
||
|
Description |
|
|
|
Land |
|
|
|
Site Prep and Improvements |
|
|
|
Fencing |
|
|
|
Grounding |
|
|
|
Cable Trench |
|
|
|
Control Building |
|
|
|
DC Batteries and Chargers |
|
|
|
Local Service |
|
|
|
Cabling and Controls not directly associated with Transmission Facilities above or 230 kV equipment |
|
|
EXHIBIT B
[Intentionally omitted.]
EXHIBIT C
Ownership Interests
Owner |
Ownership Interest |
|
|
Idaho Power |
41.0% |
PacifiCorp |
59.0% |
Each Owners percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation that such Owner owns or controls. For purposes of this Exhibit C , Transmission Line Capacity means, in respect of each 500 kV transmission line or transformer that has a connection to the Transmission Facilities at the Hemingway Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owners Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Hemingway Substation and that were installed during 2010 and (ii) the Transmission Line Capacity and the Owners Ownership Interests shall only change, if at all, when an additional 500 kV transmission line or transformer is interconnected to the Hemingway Substation after 2010.
EXHIBIT D
[Intentionally omitted.]
EXHIBIT E
Construction Budget
$375,920.00
EXHIBIT F
Monthly Transmission Facilities O&
M Charge and
Monthly Common Facilities Charge
The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) PacifiCorps Ownership Interest, and (3) the O&M Expense Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Transmission Facilities means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and
(ii) the O&M Expense Factor means 0.2036% per month.
The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) PacifiCorps Ownership Interest, and (3) the Common Facilities Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Common Facilities means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and
(ii) the
Common Facilities
Factor
means 0.9653% per month
.
EXHIBIT G
Point of Interconnection
See attached.
EXHIBIT H
Milestones
Milestone |
Milestone Date |
Filing of this Agreement at FERC for approval |
5 Business Days after the Execution Date |
500 kV yard energized |
May 28, 2010 |
WECC ratings approved |
June 15, 2010 |
SCHEDULE 13.01(f)
PacifiCorps Outstanding Governmental Authorizations
SCHEDULE 13.02(f)
Idaho Powers Outstanding Governmental Authorizations
Exhibit H
Form of Populus Joint Ownership and Operating Agreement
This Populus Joint Ownership and Operating Agreement, dated this __ day of ____, 2010 (the Execution Date ), is between PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function ( PacifiCorp ), and Idaho Power, an Idaho corporation, acting in its regulated transmission provider function ( Idaho Power ). Each of PacifiCorp and Idaho Power are sometimes hereinafter referred to individually as Owner and collectively as Owners .
RECITALS:
WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the 345 kV Populus substation (the Populus Substation ) which PacifiCorp is currently constructing near Downey, Idaho to provide additional transfer capability for power to serve PacifiCorps retail and wholesale customers and to provide line terminal connections for existing transmission lines located near the Populus Substation including the Kinport-Bridger Line, the Borah-Bridger Line and the Borah-Ben Lomond Line (each as defined below);
WHEREAS, Idaho Power has contractual rights to a portion of the transmission capacity of the Kinport-Bridger Line and the Borah-Bridger Line, both of which are located near the Populus Substation;
WHEREAS, PacifiCorp and Idaho Power believe that interconnecting the PacifiCorp Transmission System at the Populus Substation with the Kinport-Bridger Line and the Borah-Bridger Line will benefit both of the Owners and their customers;
WHEREAS, PacifiCorp and Idaho Power are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the JPSA), pursuant to which PacifiCorp has sold to Idaho Power and Idaho Power has purchased from PacifiCorp an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the Transferred Transmission Facilities);
WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that serve the PacifiCorp Transmission System and will not be part of the Transmission Facilities (as defined below), but that PacifiCorp will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A, the Common Facilities);
WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that will not be part of the Transmission Facilities, jointly owned by the Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the PacifiCorp Individually-Owned Populus Facilities); and
WHEREAS, Idaho Power and PacifiCorp desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the Jointly-Developed Transmission Facilities); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the Transmission Facilities), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the PacifiCorp Transmission System and the Transmission Facilities at the Populus Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Idaho Power and PacifiCorp agree as follows:
ARTICLE
I
DEFINITIONS; RULES OF INTERPRETATION
1.01 Definitions . Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:
Affected Party has the meaning given to such term in Section 11.01 .
Affected System has the meaning given to such term in the applicable Owners OATT.
Affected System Operator has the meaning given to such term in the applicable Owners OATT.
Affiliate means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided , however , that in the case of PacifiCorp, Affiliate means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries. For the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with ), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.
Agreement means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.
Amendment has the meaning given to such term in Section 7.01(a) .
Approved Courts has the meaning given to such term in Section 18.04 .
Bankrupt means, with respect to any Person, that such Person: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.
Ben Lomond-Populus Lines means the three (3) 345 kV transmission lines extending from the Ben Lomond Substation to the Populus Substation.
Ben Lomond Substation means the existing substation located near Ogden, Utah, which is owned by PacifiCorp.
Borah Substation means the existing substation located near Idaho Falls, Idaho, which is owned by Idaho Power.
Borah-Bridger Line means the 345 kV transmission line extending from the Borah Substation to the Bridger Substation.
Borah-Ben Lomond Line means the 345 kV transmission line extending from the Borah Substation to the Ben Lomond Substation.
Borah-Populus Lines means the two (2) 345 kV transmission lines extending from the Borah Substation to the Populus Substation.
Bridger Substation means the existing substation located near Rock Springs, Wyoming, which is jointly owned by Idaho Power and PacifiCorp.
Business Days means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.
Capacity Share has the meaning given to such term in Section 4.02 .
Capital Upgrade Notice has the meaning given to such term in Section 7.01 .
Claims has the meaning given to such term in Section 14.01(a) .
Closing Date has the meaning given to such term in the JPSA.
Code has the meaning given to such term in Section 17.02 .
Commercially Reasonable Efforts means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).
Common Facilities has the meaning given to such term in the recitals.
Construction Budget has the meaning given to such term in Section 3.05(b) .
Construction Costs has the meaning given to such term in Section 3.05(a) .
Construction Costs Cap has the meaning given to such term in Section 3.05(b) .
Construction Project has the meaning given to such term in Section 3.01(a) .
Continuing Owner has the meaning given to such term in Section 8.03 .
Costs means, with respect to the Operators construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operators actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operators customary practices, as calculated in accordance with FERCs Uniform System of Accounts.
Damaged Facilities has the meaning given to such term in Section 8.01 .
Damage Notice has the meaning given to such term in Section 8.01 .
Decommissioning Notice has the meaning given to such term in Section 9.03 .
Defaulting Owner has the meaning given to such term in Section 12.01 .
Delegate has the meaning given to such term in Section 5.04 .
Dispute has the meaning given to such term in Section 18.01 .
Dispute Notice has the meaning given to such term in Section 18.02 .
Disputing Party has the meaning given to such term in Section 18.02 .
Electing Owner has the meaning given to such term in Section 7.01(a) .
Event of Default has the meaning given to such term in Section 12.01 .
Execution Date has the meaning given to such term in the preamble.
Executive(s) has the meaning given to such term in Section 18.03(a) .
FERC means the Federal Energy Regulatory Commission.
FERC Methodology has the meaning given to such term in Section 5.08(b) .
FERC Uniform System of Accounts means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.
Force Majeure has the meaning given to such term in Section 11.01 .
Good Utility Practice means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).
Governmental Authority means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including PacifiCorp in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.
Governmental Authorizations means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.
Governmental Requirements means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.
Idaho Power has the meaning given to such term in the preamble.
Idaho Power Transmission System means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Powers retail and wholesale electric service customers.
Indemnified Party has the meaning given to such term in Section 14.01(a) .
Indemnifying Party has the meaning given to such term in Section 14.01(a) .
Interconnection
means the interconnection of the Populus Substation with (i) the Borah-Populus
Lines, (ii) the Ben Lomond-Populus Lines, (iii) the Kinport-Populus Line, and
(iv) the Populus-Bridger Lines at the Point of Interconnection, in each case, as more specifically described in the one-line diagram set forth in Exhibit G .
Interconnection Customer has the meaning given to such term in the applicable Owners OATT.
Interconnection Owner has the meaning given to such term in Section 6.03 .
Interrupting Owner has the meaning given to such term in Section 10.05(c) .
Jointly-Developed Transmission Facilities has the meaning given to such term in the recitals.
JPSA has the meaning given to such term in the recitals.
Kinport-Bridger Line means the 345 kV transmission line extending from the Kinport Substation to the Bridger Substation.
Kinport-Populus Line means the 345 kV transmission line extending from the Kinport Substation to the Populus Substation.
Kinport Substation means the existing substation located near Pocatello, Idaho, which is owned by Idaho Power.
Losses mean any and all damages and losses, deficiencies, liabilities, taxes, obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys, accountants, consultants and other professionals fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided , however , that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08 .
Manager has the meaning given to such term in Section 18.03(a) .
Metering Equipment means all metering facilities and equipment, including meters, to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A .
Monthly Common Facilities Charge has the meaning set forth in Exhibit F .
Monthly Transmission Facilities O&M Charge has the meaning set forth in Exhibit F .
NERC means the North American Electric Reliability Council.
Non-Defaulting Owner means an Owner that is not a Defaulting Owner.
Non-Operating Owner means Idaho Power.
OATT means, with respect to each Owner, the Owners Open Access Transmission Tariff on file with FERC.
Operator means PacifiCorp, in its capacity as Operator under this Agreement.
Other Costs has the meaning given to such term in Section 5.08(a) .
Other Costs Records has the meaning given to such term in Section 5.06(b) .
Owner and Owners has the meaning given to such term in the preamble.
Ownership Interest means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C , as the same may be adjusted from time to time pursuant to Exhibit C .
PacifiCorp has the meaning given to such term in the preamble.
PacifiCorp Individually-Owned Populus Facilities has the meaning given to such term in the recitals.
PacifiCorp Transmission System means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorps retail and wholesale electric service customers.
Party means PacifiCorp or Idaho Power individually, and Parties means PacifiCorp and Idaho Power collectively.
Person means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.
Point of Interconnection means the points of interconnection between the Transmission Facilities and PacifiCorps Transmission System, as described in the one-line diagram set forth in Exhibit G .
Populus Access Easement Agreement means the Populus Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.
Populus-Bridger Lines means the two (2) 345 kV transmission lines extending from the Populus Substation to the Bridger Substation.
Populus Substation has the meaning given to such term in the recitals.
Proprietary Information has the meaning given to such term in Section 15.06 .
Qualified Owner means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.
Reduction Event has the meaning given to such term in Section 6.02 .
Regulations has the meaning given to such term in Section 17.02 .
Reliability Standards means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERCs reliability standards), as such criteria may be adopted or modified from time to time.
Remaining Owner has the meaning given to such term in Section 9.03 .
Representatives means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.
Rights-of-Way means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by PacifiCorp or its Affiliates.
Tax Indemnifying Party has the meaning given to such term in Section 17.04 .
Tax Indemnitee Party has the meaning given to such term in Section 17.04 .
Taxes has the meaning given to such term in Section 17.03 .
Term has the meaning given to such term in Section 2.03 .
Transferee has the meaning given to such term in Section 15.01 .
Transferor has the meaning given to such term in Section 15.01 .
Transferred Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities Contracts means (i) the Populus Substation Facilities Contracts as defined in the JSPA and (ii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.
Transmission System means, in the case of PacifiCorp, the PacifiCorp Transmission System, and, in the case of Idaho Power, the Idaho Power Transmission System.
Unauthorized Use means the unauthorized use of the generation or transmission facilities of any other Person.
WECC means the Western Electricity Coordinating Council or any successor thereto.
WIS Agreement has the meaning given to such term in Section 14.08(b) .
1.02 Rules of Construction .
The following rules of interpretation shall apply in this Agreement:
(a) The masculine shall include the feminine and neuter.
(b) References to Articles, Sections and Exhibits shall be to articles, sections and exhibits of this Agreement.
(c) The Exhibits attached hereto are incorporated in and are intended to be a part of this Agreement.
(d) This Agreement was negotiated and prepared by both Parties with the advice and participation of counsel. The Parties have agreed to the wording of this Agreement and none of the provisions hereof shall be construed against one Party on the ground that such Party is the author of this Agreement or any part hereof.
(e) Each reference in this Agreement to any agreement or document or a portion or provision thereof shall be construed as a reference to the relevant agreement or document as amended, supplemented or otherwise modified from time to time with the written approval of both the Parties.
(f) Each reference in this Agreement to Governmental Requirements and to terms defined in, and other provisions of, Governmental Requirements shall be references to the same (or a successor to the same) as amended, supplemented or otherwise modified from time to time.
(g) The term day shall mean a calendar day, the term month shall mean a calendar month, and the term year shall mean a calendar year. Whenever an event is to be performed, a period commences or ends, or a payment is to be made on or by a particular date and the date in question falls on a day which is not a Business Day, the event shall be performed, or the payment shall be made, on the next succeeding Business Day; provided, however , that all calculations shall be made regardless of whether any given day is a Business Day and whether or not any given period ends on a Business Day.
(h) Each reference in this Agreement to a Person includes its successors and permitted assigns; and each reference to a Governmental Authority includes any Governmental Authority succeeding to its functions and capacities.
(i) In this Agreement, the words include, includes and including are to be construed as being at all times followed by the words without limitation.
(j) The words hereof, herein and hereunder and words of similar import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as a whole and not to any particular provision of this Agreement.
ARTICLE
II
TERM
2.01 Effectiveness of this Agreement . This Agreement shall become effective upon the Execution Date.
2.02 FERC Filing . Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a Rate Schedule within the meaning of Part 35 of FERCs regulations. Each of the Owners shall support this Agreement in its current form at FERC when filed. Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.
2.03 Term . The term of this Agreement ( Term ) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.
2.04 Termination .
Subject to Section 2.05 , this Agreement shall terminate if one or more of the following events occur:
(a) the Transmission Facilities are damaged and destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or rebuild) the Damaged Facilities in accordance with Article VIII ;
2.05 Effect of Termination .
(a) If this Agreement is terminated pursuant to Section 2.04 , then, except as for those provisions that are expressly intended to survive termination and, subject to Section 2.05(b) and receipt of any necessary Governmental Authorizations required by applicable Governmental Requirements, this Agreement shall terminate and become void and of no further force and effect, without further action by either Party, provided that neither Party shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.
(b) In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then: (i) the Operator shall, upon written notice from the Non-Operating
ARTICLE
III
CONSTRUCTION
3.01 Engineering, Design and Construction of the Jointly-Developed Transmission Facilities .
(a) The Operator shall design, engineer, procure, construct, install, manage and perform all other activities necessary for the development, construction and commissioning of the Jointly-Developed Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations (the Construction Project ).
(b) The Operator shall use Commercially Reasonable Efforts to achieve each of the milestones by its respective milestone date as set forth in Exhibit H. The Operator shall provide the Owners with prompt written notice of the date upon which it has achieved each milestone.
3.02 Interconnection . PacifiCorp shall grant the Operator such access to the Kinport-Bridger Line and Borah-Bridger Line during the requested outage period to enable the Operator to interconnect the Transmission Facilities with the Populus Substation. The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice, so as to minimize outage times.
3.03 Rights-of-Way . The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
3.04 Monthly Reports . Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.
3.05 Development and Construction Costs .
(a) Each Owner shall be responsible for, and shall pay, in accordance with this Section 3.05 , its pro rata share (based on its Ownership Interest) of all Costs (up to the Construction Costs Cap) actually incurred by or on behalf of the Operator in the performance of the Construction Project pursuant to Article III or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities (collectively, the Construction Costs ).
(b) The Operator shall promptly notify the Owners in writing if it reasonably believes that the total Construction Costs to be incurred by or on behalf of the Operator or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities will exceed the greater of (i) five percent (5%) of the aggregate amount of Construction Costs provided for in the budget attached hereto as Exhibit E (the Construction Budget ), as the same may be revised from time to time pursuant to this Section 3.05(b ), and (ii) One Million Four Hundred Thousand Dollars ($1,400,000) (the Construction Costs Cap ). Thereafter, the Operator shall submit to the Owners for their approval, such approval not to be unreasonably withheld or delayed, a revised Construction Budget which shows the aggregate amount of Construction Costs that the Operator reasonably believes will be incurred by or on behalf of the Operator to complete the Construction Project in accordance with Article III or otherwise incurred by or on behalf of PacifiCorp in the construction of the Transmission Facilities. The notice and approval rights set forth above in this Section 3.05(b) shall apply to the revised Construction Budget as well. Notwithstanding anything to the contrary contained in this Agreement, in no event shall the Operator be obligated to incur Construction Costs in excess of the Construction Costs Cap.
(c) The Operator shall provide the Owners with invoices showing each Owners pro rata share (based on its Ownership Interest) of the Construction Costs, and the Non-Operating Owner shall pay the Operator its pro rata share (based on its Ownership Interests) of the Construction Costs, in accordance with Section 5.08 and Section 5.09 .
ARTICLE
IV
OWNERSHIP INTERESTS
4.01 Ownership Interests .
(a) Pursuant to the JPSA, as of the Closing Date, each Owner owns an undivided ownership interest, equal to its Ownership Interest, in the Transmission Facilities.
(b) The Owners agree that they shall enter into such additional documentation as shall reasonably be required to document any change in the Ownership Interests of the Owners contemplated hereby, provided that in no event shall an Owner be responsible for paying any amount to the other Owner as a result of any change in any Ownership Interest or the Transmission Facilities except as expressly provided for in this Agreement or as otherwise agreed to by the Parties in writing.
4.02 Owners Capacity Share .
Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission Facilities ( Capacity Share ). Subject to Section 6.02 , each Owners Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owners Capacity Share and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners. Any use of the Transmission Facilities, other than as provided for in this Section 4.02 , shall be subject to the prior written approval of both Owners.
4.03 Qualified Owner .
Each Owner shall take all actions required to continue to be a Qualified Owner during the Term. If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.
4.04 No Right to Use .
For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).
4.05 Payments .
All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).
4.06 Waiver of Partition Rights .
The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in common. The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement. Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding. Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owners agreement and adherence to the terms of this Section 4.06 , and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06 .
ARTICLE
V
OPERATOR
5.01 Appointment of Operator .
(a) The Owners hereby appoint PacifiCorp, and PacifiCorp hereby accepts appointment, to serve as Operator of the Transmission Facilities and the Common Facilities for the Owners and to perform the other covenants and obligations of the Operator expressly set forth in this Agreement, in accordance with the terms and conditions of this Agreement.
(b) Notwithstanding anything to the contrary contained in this Agreement or Governmental Requirements, the Owners agree that the Operator shall have no obligations, responsibilities or duties to the Owners other than as are expressly provided for in this Agreement.
5.02 Authority of Operator .
(a) The Operator shall be responsible in all respects for the construction of the Jointly-Developed Transmission Facilities and the operation and maintenance of the Transmission Facilities and the Common Facilities in accordance with Article III and Articles V-X . Without limiting the foregoing, the Operator shall supervise and perform, or cause to be supervised and performed: (i) the construction of the Jointly-Developed Transmission Facilities in accordance with Article III and this Article V , (ii) the physical operation and maintenance of, interconnection to, design of, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of, the Transmission Facilities in accordance with this Article V and Articles VI-X , and (iii) the physical operation and maintenance of the Common Facilities in accordance with Section 6.04 . In the performance of its obligations under this Agreement, the Operator shall have authority, subject to the other terms of this Article V and Article III and Articles VI-X , to take any or all of the actions it reasonably determines are necessary to perform its obligations under this Agreement, including to make decisions on all matters relating to and to contract for, select and purchase on behalf of the Owners all materials, equipment and services (including from third-party consultants and advisors) necessary for: (A) the engineering, design and construction of the Jointly-Developed Transmission Facilities pursuant to Article III , (B) the physical operation and maintenance of the Transmission Facilities pursuant to Article VI ; (C) the interconnection of Interconnection Customers to the Transmission Facilities pursuant to Section 6.03 ; (D) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of capital upgrades or improvements to the Transmission Facilities pursuant to Article VII ; (E) the development, design, engineering, procurement, construction, permitting, completion, testing and commissioning of repairs to and reconstruction of the Transmission Facilities pursuant to Article VIII ; and (F) the retirement and decommissioning of the Transmission Facilities pursuant to Article IX.
(b) The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests. Title
to all capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 7.01 shall vest with and be owned by the Owners in accordance with Section 7.01 .
(c) The Operator will exercise or enforce all of PacifiCorps benefits, rights and remedies under the Transmission Facilities Contracts for the benefit of the Owners pro rata (in accordance with their respective Ownership Interests) and without adverse distinction between the Owners. In furtherance and not in limitation of the immediately preceding sentence, the Operator agrees to transfer, assign, distribute, pay over or otherwise make available to the Non-Operating Owner, the Non-Operating Owners pro rata share (based on its Ownership Interest) in any payments or proceeds obtained pursuant to any Transmission Facilities Contract. Notwithstanding anything to the contrary contained in this Agreement, the Owners agree that only the Operator shall be entitled to exercise or enforce PacifiCorp benefits, rights and remedies under the Transmission Facilities Contracts.
5.03 Standard of Work . The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
5.04 Delegation of Responsibilities . The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a Delegate ). Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.
5.05 Governmental Authorizations .
(a) The Operator is authorized to prepare and submit to all appropriate Governmental Authorities the necessary reports, applications, plans, specifications and other documents to procure all Governmental Authorizations required to perform its obligations under this Agreement with respect to the Transmission Facilities or to comply with Governmental Requirements, provided that the Operator shall consult with the Owners prior to the submission of any such reports, application, plans, specification and other documents. To the extent permitted by Governmental Requirements, the Operator shall use Commercially Reasonable Efforts to obtain and structure all Government Authorizations for which it applies after the Execution Date in such a way as to recognize each Owners applicable Ownership Interests and Capacity Share as contemplated by this Agreement. Notwithstanding anything to the contrary in this Agreement, nothing in Section 5.05 shall obligate the Operator to prepare and submit to appropriate Governmental Authorities any reports, applications, plans, specifications and other documents to procure any Governmental Authorizations required by the Owners in connection with their ownership of an Ownership Interest in the Transmission Facilities or the recovery of any costs and expenses in connection therewith.
(b) To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall: (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to
(c) Each Owner shall, at its own cost: (i) reasonably cooperate and support the Operator in obtaining any Governmental Authorizations required pursuant to Section 5.05(a) ; and (ii) reasonably respond to inquiries or requests issued to it by any Governmental Authority in respect of such Governmental Authorization; provided , however , that an Owner shall not be obligated pursuant to this Section 5.05(c) to disclose Proprietary Information except to the extent that it is otherwise required to disclose such Proprietary Information: (A) by applicable Governmental Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this Agreement.
5.06 Access .
(a) The Operator shall, to the extent possible under any Rights-of-Ways, provide each Owner and its designees reasonable access to the Transmission Facilities site to permit the Owners and their designees to inspect the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities, provided that (i) the Owners and their designees do not interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof or pose a safety hazard; (ii) the Owners and their designees comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities; and (iii) the Owners and their designees performing the inspection comply with the Operators or any other contractors safety and security rules, as more specifically set out in the Populus Access Easement Agreement.
(b) Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement (Other Costs Records), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice. The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09. The Owner
requesting the audit shall reimburse one hundred percent (100%) of
all reasonable costs and expenses (including internal costs and expenses)
incurred by or on behalf of the Operator and any of its Affiliates and any
Delegate in complying with the provisions of this
Section 5.06(b)
,
provided
that the Owner shall not be required to reimburse any such costs if the audit
determines that the Owner has made more than Twenty-Five Thousand Dollars
($25,000) in overpayments of Other Costs or more than Twenty-Five Thousand
Dollars ($25,000) in Other Costs have been incorrectly allocated to the Owner.
5.07 Insurance .
(a) Owner Insurance . Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities. Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.
(b) Property Insurance .
(i) The Operator, on behalf of the Owners and any other named insureds or loss payees, will: (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages. The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.
(ii) Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities. Coverage may be insured or self-insured, or any combination of insured and self-insured.
(iii) Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.
5.08 Invoices .
(a) The Non-Operating Owner shall pay the Operator the Monthly Transmission Facilities O&M Charge and the Monthly Common Facilities Charge calculated in accordance with Exhibit F as compensation for the Operators services under this Agreement. Each Owner shall be responsible for its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of costs incurred by or on behalf of the Operator under Sections 3.05(a) , 6.01(c) , 7.01(b) , 8.01 , 8.05(b) , 9.02 and 17.03 (the Other Costs ). In the event that the Operator incurs, or reasonably expects to incur, significant Other Costs (other than Construction Costs) in excess of One Hundred Thousand Dollars ($100,000), it shall immediately notify the Owners in writing of such Other Costs.
(b) Not later than thirty (30) days after the end of each month during the Term, the Operator will deliver to the Owners an invoice which will show the Monthly Transmission Facilities O&M Charge and Monthly Common Facilities Charge payable by the Non-Operating Owner and each Owners pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs. The Non-Operating Owner shall pay the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge, and its pro rata share (based on its Ownership Interest, unless the Owners have agreed in writing otherwise) of Other Costs shown on the invoice no later than thirty (30) days after the date of the invoice. Any payment past due will accrue interest, per annum, calculated in accordance with the methodology specified for interest in the FERC regulations at 18 C.F.R. § 35.19a(a)(2)(iii) (the FERC Methodology ). The failure by the Operator to timely deliver an invoice shall not relieve Idaho Power of its payment obligation in respect of the Monthly Transmission Facilities O&M Charge, Monthly Common Facilities Charge and Other Costs as shown on such invoice, or release PacifiCorp of its responsibility for its share of the Other Costs in such invoice.
5.09 Disputed Amounts . If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08 , the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest. Any disputed amount shall be resolved pursuant to the provisions of Article XVIII . If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment or incorrect allocation until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.
5.10 Assistance . Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator. Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing. Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.
5.11 Remedies .
(a) Notwithstanding any provision to the contrary contained in this Agreement, the Operator shall have no liability to the Non-Operating Owner in connection with the performance of its covenants and obligations under this Agreement, except as provided in this Section 5.11 and Section 14.01(c) . The Non-Operating Owner agrees that it has a duty to mitigate any damages and shall use Commercially Reasonable Efforts to minimize any damages it may incur as a result of the Operators failure to perform or breach of any of its covenants or obligations under this Agreement.
(b) The Owners and Operator acknowledge that the obligations and covenants performed by the Operator hereunder are unique and that the Non-Operating Owner will be irreparably injured should such obligations and covenants not be performed in accordance with the terms and conditions of this Agreement. Consequently, the Non-Operating Owner will not have an adequate remedy at law if the Operator shall fail to perform its obligations and covenants hereunder. The Non-Operating Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Operators obligations and covenants hereunder, and the Owners and Operator agree not to take a position in any proceeding arising out of this Agreement to the effect that the Non-Operating Party has an adequate remedy at law.
ARTICLE
VI
OPERATION AND MAINTENANCE; CURTAILMENT;
INTERCONNECTION WITH THIRD PARTIES; COMMON FACILITIES
6.01 Operation and Maintenance; Capital Upgrades and Improvements .
(a) The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Transmission Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners. Subject to Section 5.04 , the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operators obligations under this Section 6.01 .
(b) The Operator shall make maintenance renewals and replacements to the Transmission Facilities (i) the costs of which are recordable as an operation and maintenance expense under the FERC Uniform System of Accounts; and (ii) that (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice, and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations. Such maintenance renewals and replacements to the Transmission Facilities are included in the services for which the Operator is compensated by the Monthly Transmission Facilities O&M Charge. The Operator shall not separately invoice the Owners for the costs of such maintenance renewals and replacements to the Transmission Facilities. Notwithstanding anything to the contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The Operator shall make capital upgrades and improvements to the Transmission Facilities (i) the costs of which are recordable as capital expenditures under the FERC Uniform System of Accounts, and (ii) which (A) are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice and/or (B) are required by applicable Governmental Requirements and Governmental Authorizations. The Operator shall consult with the Owners and receive their prior approval, such approval not to be unreasonably withheld, delayed or conditioned, with respect to any capital upgrade or improvement for which the Operator reasonably expects to incur total project costs that exceed Two Hundred Fifty Thousand Dollars ($250,000). The Owners shall be responsible for their pro rata share (based on their Ownership Interests) of any Costs incurred by or on behalf of the Operator in making such capital upgrades or improvements. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades and improvements made pursuant to this Section 6.01(c) shall be Transmission Facilities for purposes of this Agreement.
6.02 Curtailment . The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities ( Reduction Event ), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator. In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public. Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.
6.03 Interconnection with Third Parties . The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owners OATT to which the Interconnection Customers request was made ( Interconnection Owner ). An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request. The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owners OATT. The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owners OATT.
6.04 Common Facilities . The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners. The Operator shall supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction
between the
Owners. Subject to
Section 5.04
, the Operator may utilize its employees
and supervisory personnel, and any independent technical advisors, consultants,
contractors and agents which it may select, as may be required to perform the
Operators obligations under this
Section 6.04
. The obligations
performed by the Operator pursuant to this
Section 6.04
are included in
the services for which the Operator is compensated by the Monthly Common
Facilities Charge, and the Operator shall not separately invoice the Owners and
the Owners shall not be liable for any of the costs or expenses incurred by or
on behalf of the Operator pursuant to this
Section 6.04
.
ARTICLE
VII
CAPITAL UPGRADES PROPOSED BY AN OWNER
7.01 Capital Upgrades .
(a) At any time during the Term, an Owner ( Electing Owner ) may elect to make a capital upgrade or improvement to the Transmission Facilities, provided that in no event shall an Electing Owner be entitled to make a capital upgrade or improvement to the Transmission Facilities that reasonably would be expected to have a material adverse effect on the other Owners ownership, use or enjoyment of its Ownership Interest of the Transmission Facilities (and associated Capacity Share) as contemplated in this Agreement. An Electing Owner shall provide the other Owner no less than sixty (60) days prior written notice of its election, together with reasonable details about the proposed upgrade or improvement (each, a Capital Upgrade Notice ). Within sixty (60) days of receipt of the Capital Upgrade Notice, the other Owner may notify the Electing Owner in writing that it elects to participate in the capital upgrade or improvement to the Transmission Facilities.
(i) If the other Owner delivers notice to the Electing Owner within the sixty (60) day period that it elects to participate in the capital upgrade or improvement to the Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners Capacity Shares; (C) any change in each Owners Ownership Interest; (D) each Owners share of the costs of such upgrade or improvement; (E) any change in the Monthly Transmission Facilities O&M Charge; and (F) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto (the Amendment ); provided , however , that any failure of the Owners to agree on any of the matters specified in subparts (A) through (F) above shall be resolved pursuant to the provisions of Article XVIII . Notwithstanding any provisions to the contrary in this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement to the Transmission Facilities pursuant to this Section 7.01(a) because the Owners fail to agree on any of the matters specified in subparts (A) through (F) of the immediately preceding sentence, and any such disagreement shall be resolved pursuant to Article XVIII .
(ii) If the other Owner elects not to participate in the capital upgrade or improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade
or improvement,
provided
that the Electing Owner shall coordinate with
the Operator on the final scope of the capital upgrade or improvement.
(b) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(i) in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII , and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Owners shall be responsible, based on the Amendment or, if applicable, any resolution pursuant to Article XVIII , for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, the Owners Ownership Interests and Capacity Shares shall be adjusted, if at all, in accordance with the Amendment or, if applicable, any resolution pursuant to Article XVIII , and the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement. Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(b) shall be Transmission Facilities for purposes of this Agreement.
(c) The
Operator shall design, permit, construct, install and commission any upgrades
or improvements to the Transmission Facilities provided for in
Section
7.01(a)(ii)
in accordance with the final scope of the capital upgrade or
improvement established by the Electing Owner pursuant to
Section 7.01(a)(ii)
,
and otherwise in accordance with Good Utility Practice and applicable
Governmental Requirements and Governmental Authorizations. The Electing Owner
shall be responsible for all of the Costs incurred by or on behalf of the
Operator in connection with such capital upgrade or improvement to the
Transmission Facilities and title to such capital upgrades or improvement shall
vest solely with the Electing Owner. Effective as of the date of successful
commissioning of such capital upgrade or improvement, written notice of which
the Operator shall provide to the Owners, (i) the Owners Ownership Interests
shall be adjusted, if at all, in accordance with
Exhibit C
, (ii) the
Owners shall memorialize any revised Ownership Interests in a revised
Exhibit
C
which shall be effective as of the date of successful commissioning of
such upgrade or improvement, and (iii) the Operator shall operate and maintain
such capital upgrade or improvement in accordance with
Section 6.01(a)
.
In addition, the Owners shall meet and agree on: (A) the allocation of
increased transmission capacity, if any, associated with such capital upgrade
and improvement between the Owners, including any change in the Owners
Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M
Charge; and (C) such other matters as the Owners may agree upon, all of which
shall be memorialized in an amendment to this Agreement executed by the Owners,
including any amendments to the Exhibits hereto;
provided
,
however
, that any failure of the Owners to agree on any of the matters
specified in subparts (A) through (C) above shall be resolved pursuant to the
provisions of
Article XVIII
. Notwithstanding anything to the contrary
contained in this Agreement, any capital upgrades or improvements
provided for in this
Section 7.01(c)
shall not be Transmission
Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions of this Section 7.01 shall not apply to capital upgrades or improvements made by the Operator pursuant to Section 6.01(c) which are necessary for the operation of the Transmission Facilities in accordance with Good Utility Practice or required by applicable Governmental Requirements or Governmental Authorizations, which shall be governed by the provisions of Section 6.01 .
(e) Each Owner shall provide the Operator prompt written notice of any request pursuant to its OATT from a third-party customer to provide additional transmission capacity that will require one or more capital upgrades or improvements to the Transmission Facilities. If capital upgrades or improvements are required in accordance with such Owners OATT, then such capital upgrades and improvements shall be made by the Operator in accordance with the provisions of Section 7.01(a) and Section 7.01(b) .
ARTICLE
VIII
PHYSICAL DAMAGE TO TRANSMISSION FACILITIES; CONDEMNATION
8.01
Rebuilding Damaged Facilities
. If any of the Transmission Facilities are materially damaged or
destroyed (the
Damaged Facilities
), then within thirty (30) days of
the date the damage or destruction occurred, the Operator shall deliver to the
Owners a written notice (the
Damage Notice
) of the Operators good
faith reasonable estimate of the cost to repair or rebuild the Damaged
Facilities. If the Damage Notice indicates that the total project cost to
repair or rebuild the Damaged Facilities is estimated to be Five Million
Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners
will determine whether the Damaged Facilities will be repaired or rebuilt
within thirty (30) days of the date of the Damage Notice. If the Damage Notice
indicates that the total project cost to repair or rebuild the Damaged
Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive
of insurance proceeds, then the Operator will determine whether the Damaged
Facilities will be repaired or rebuilt and provide notice thereof to the Owners
within thirty (30) days of the date of the Damage Notice. If the Owners or the
Operator determines pursuant to this
Section 8.01
to repair or rebuild
the Damaged Facilities, then the Owners will, upon receipt of any insurance
proceeds paid in connection with such Damaged Facilities, apply such proceeds
(up to its pro rata share based on its Ownership Interest) to the repair and
reconstruction of the Damaged Facilities which will be carried out by the
Operator,
provided
that the Operator shall pay pro rata to the Owners
(in accordance with their Ownership Interests) any insurance proceeds received
from any property insurance obtained by the Operator pursuant to
Section
5.07(b)
. The Operator will be responsible for obtaining any necessary
Governmental Authorizations to repair or rebuild the Damaged Facilities and
determining the manner in which to repair and reconstruct the Damaged
Facilities (including the equipment to be used). Each Owner shall reasonably
cooperate with and support the Operator in obtaining any such Governmental
Authorizations in accordance with
Section 5.05(c)
. The Operator will cause
such repairs or reconstruction to be made so that the Damaged Facilities will
be repaired and restored to substantially the same general condition, character
and use as existed prior to such damage or destruction. If the cost of such
repairs or reconstruction exceeds the insurance proceeds required to be applied
to the repair or reconstruction pursuant to this
Section 8.01
, then the
Owners shall pay, in accordance with their applicable Ownership Interests, the
shortfall amount.
8.02 Decision not to Rebuild . If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b) , and (c) subject to Section 8.03 , this Agreement shall terminate pursuant to Section 2.04(a) .
8.03 Purchase of Ownership Interest . If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the Continuing Owner ), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners or Operators determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities. The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.
8.04 Cooperation . If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03 , then, at the Continuing Owners request and expense, the other Owner and the Operator (if the Continuing Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities. This Section 8.04 shall survive the expiration or termination of this Agreement.
8.05 Condemnation . If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings). The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain. If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:
(a) the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned, in which case the provisions of Article IX shall control;
(b) the Transmission Facilities should be replaced or modified, in which case the Owners will, upon receipt of any awards paid in connection with such condemnation or eminent domain, apply such awards to the replacement or modification of the Transmission Facilities which will be carried out by the Operator. The Operator will, consistent with the mutual agreement of the Owners, determine the manner in which to replace or modify the Transmission Facilities (including the equipment to be used), and will cause such replacement and modifications to be made so that the Transmission Facilities are replaced or modified in accordance with the mutual agreement of the Owners. If the cost of replacement or modification of the Transmission Facilities exceeds the awards received by the Owners in connection with such condemnation or eminent domain, then the Owners shall pay their pro rata shares (based on their Ownership Interests) of the shortfall amount; or
(c) if the Owners do not reach mutual agreement on one of the actions provided for in paragraphs (a) and (b) above, or on another course of action, within sixty (60) days after the date of the notice provided by the Operator to the Owners pursuant to the first sentence of this Section 8.05 , then each Owner shall receive its pro rata share (based on its Ownership Interest) of all awards received by the Owners (or their Affiliates) in connection with any such condemnation or eminent domain (less the actual cost, fees and expenses incurred by the Operator in collection thereof).
ARTICLE
IX
RETIREMENT AND DECOMMISSIONING
9.01 Decision to Retire Transmission Facilities . The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned. If the Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03 , this Agreement shall terminate pursuant to Section 2.04(b) .
9.02 Costs of Decommissioning . Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.
9.03 Purchase of Ownership Interest . Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a Decommissioning Notice ). If the other Owner desires to continue the operation of the Transmission Facilities (the Remaining Owner ), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the
Transmission
Facilities. In order to exercise its option to purchase all of the Ownership
Interest (and Capacity Share) of the other Owner in the Transmission
Facilities, the Remaining Owner must give written notice thereof to the other
Owner within ninety (90) days of receipt of the other Owners Decommissioning
Notice. The Owners shall enter into such documentation as the Remaining Owner
shall reasonably request to document the purchase and sale of the Ownership
Interest (and Capacity Share) of the other Owner,
provided
that the
purchase price of the Ownership Interest (and Capacity Share) of the other
Owner shall be equal to the other Owners pro rata share (based on its
Ownership Interest) of the depreciated cost of the applicable Transmission
Facilities.
9.04 Cooperation . If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owners request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities. This Section 9.04 shall survive the expiration or termination of this Agreement.
ARTICLE
X
INTERCONNECTION
10.01 Grant of Interconnection . Subject to the terms and conditions in this Article X , the PacifiCorp Transmission System and Transmission Facilities shall be interconnected at the Point of Interconnection.
10.02 Interconnection Operating Procedures . Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator. The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.
10.03 Interconnection Energization . The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04 , and completion of the operating procedures specified in Section 10.02 .
10.04 Metering . The Operator shall operate and maintain the Metering Equipment in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.
(a) The Operator shall test the Metering Equipment no less frequently than once every two (2) years. The Owners shall be given reasonable advance notice of the Operators testing of the Metering Equipment and shall have the opportunity to observe such testing, and the Operator shall provide the Owners a copy of meter results (including any early results to the extent the Operator has access to the results) promptly upon the results being available to the Operator. Each Owner may request additional tests of the Metering Equipment beyond those required by the first sentence of this Section 10.04(a) , provided such additional
tests shall be conducted by the Operator at the expense of the
requesting Owner, unless such additional test reveals that the Metering
Equipment is found to register outside the accepted accuracy range for watts and vars of full load equals +/- 0.2%, light load equals +/-0.2%, and power factor
equals +/-0.3%, in which event the expense of the additional testing will borne
by the Owners equally.
(b) If, as a result of any test, the Metering Equipment is found to be registering outside the applicable accuracy standard in effect at the time of the test, such Metering Equipment shall be restored to the accuracy standard or an accurate meter substituted by the Operator.
(c) The Operator shall provide each Owner with a real time remote signal from the Metering Equipment pursuant to established inter-control area communications protocols.
10.05 Service Conditions .
(a) Operation and Maintenance; Avoidance of Burdens and Control of System Disturbances . Each Owner shall operate and maintain its Transmission System in a manner consistent with Good Utility Practice and the provisions of this Section 10.05 . In addition, each Owner shall operate and maintain its respective Transmission System so as to minimize, in accordance with Good Utility Practice, the likelihood of a disturbance originated in either Transmission System, which might cause impairment to the service of the other Owner or of any transmission system interconnected with the Transmission System of the other Owner. Either Owner may install and operate on its Transmission System such relays, disconnecting devices, and other equipment as it may deem appropriate for the protection of its Transmission System, provided that any such relays, disconnecting devices and other equipment on the Transmission Facilities shall be handled pursuant to Article VII .
(b) Additional Services . This Article X is applicable only to the physical interconnection of the Owners Transmission Systems at the Point of Interconnection and does not obligate either Owner to receive or provide any service. Other services provided by one Owner to the other Owner shall be governed by such other agreements as the Owners may enter into from time to time. Neither Owner shall be obligated to deliver reactive power for the benefit of the other Owner, and neither Owner shall be obligated to receive reactive power when to do so might introduce objectionable operating conditions on its Transmission System.
(c) Interruption of Service . The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner ( Interrupting Owner ) may temporarily interrupt or isolate the Interconnection under the following circumstances: (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole judgment of the Interrupting Owner, such action is necessary to preserve the integrity of, or to
prevent or limit any instability on, or to avoid or mitigate an Unauthorized
Use on its Transmission System; (iv) where necessary to comply with documented
directives from a Governmental Authority; (v) as a result of one or more events
of Force Majeure; or (vi) where necessary to prevent (A) death or serious
injury to any person, (B) material damage or harm to any property or (C) any
material adverse effect to the security of, or damage to its Transmission
System or the electric systems of others to which its Transmission System is
directly connected, including the other Owners Transmission System. An
Interrupting Owner shall use Commercially Reasonable Efforts to provide the
other Owner (1) with reasonable advance notice of any planned interruption of
the Interconnection and (2) with notice of any other interruption of the
Interconnection as soon as practicable after the interruption. If synchronous
operation is interrupted, the Owners shall cooperate so as to remove the cause
of such interruption as soon as commercially practicable consistent with Good
Utility Practice, applicable Reliability Standards and applicable Governmental
Requirements.
(d) Physical and Cyber Security . The Operator shall cooperate with each Owner in complying with any physical and cyber security or other security requirement established by Governmental Requirement, including Reliability Standards, applicable to the Owner and the Transmission Facilities, written notice of which the Owner provides to the Operator.
10.06 Survival of Interconnection Provision . The provisions of this Article X , together with Articles XI , XII , XIV , XV , XVIII , XIX and XX (to the extent applicable to the surviving provisions of this Article X ), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06 .
ARTICLE
XI
FORCE MAJEURE
11.01 Force Majeure Defined . For purposes of this Agreement, Force Majeure means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure ( Affected Party ), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and
transportation delays or accidents, but only to the
extent otherwise caused by Force Majeure;
provided
,
however
, that
neither insufficiency of funds, financial inability to perform nor changes in
market conditions shall constitute Force Majeure.
11.02 Effect of Force Majeure .
(a) If an Affected Party is rendered wholly or partly unable to perform its obligations under this Agreement or its performance is delayed because of Force Majeure, such Affected Party shall be excused from, and shall not be liable for, whatever performance it is unable to perform or delayed in performing due to the Force Majeure to the extent so affected, provided that:
(i) The Affected Party, as soon as reasonably practical after the commencement of the Force Majeure, gives the other Owner(s) and the Operator prompt written notice thereof, including a description of the particulars of the Force Majeure;
(ii) The suspension of performance is of no greater scope and of no longer duration than is required by the Force Majeure; and
(iii) The Affected Party uses Commercially Reasonable Efforts to overcome and remedy its inability to perform as soon as reasonably practical after the commencement of the Force Majeure.
(b) Notwithstanding anything in this Article XI to the contrary, no payment obligation arising under this Agreement prior to the date of an event of Force Majeure shall be excused by such event of Force Majeure.
(c) Whenever an Affected Party is required to commence or complete any action within a specified period and is prevented or delayed by Force Majeure from commencing or completing such action within the specified period, such period shall be extended by an amount equal to the duration of such event of Force Majeure occurring or continuing during such period.
ARTICLE
XII
EVENTS OF DEFAULT
12.01 Event of Default .
Each of the following events shall constitute an event of default ( Event of Default ) by the defaulting Owner (a Defaulting Owner ):
(a) the failure to make, when due, any payment required pursuant to this Agreement, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;
(b) any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected
within such thirty (30) day period, then the Defaulting Owner shall have an
additional period of time (not to exceed sixty (60) days) in which to correct
the fact, circumstance or condition that is the subject of such representation
or warranty, and (ii) such cure removes any adverse effect on the Non-Defaulting
Owner of such fact, circumstance or condition being otherwise than as first
represented, or such fact, circumstance or condition being otherwise than as
first represented does not materially adversely affect the Non-Defaulting
Owner;
(c) a transfer, assignment or other disposition of its interest in this Agreement or its Ownership Interest (or Capacity Share) in the Transmission Facilities, in each case, in violation of Article XIX;
(d) the failure to perform or breach of its covenants and obligations in Section 4.06;
(e) the failure to be a Qualified Owner, if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner;
(f) the failure to perform or breach of any material covenant or obligation set forth in this Agreement (other than provided for in Section 12.01(a), (b), (c), (d) or (e)), if such failure is not remedied within thirty (30) days after written notice thereof from the Non-Defaulting Owner, provided that if such failure or breach cannot reasonably be cured within thirty (30) days, then the Defaulting Owner shall have an additional period of time (not to exceed ninety (90) days) in which to cure such failure or breach so long as the Defaulting Owner commences good faith activities to cure the failure or breach during the initial 30-day cure period and continues to utilize its Commercially Reasonable Efforts to effect a cure; or
(g) the Defaulting Party becomes Bankrupt.
12.02 Cure by Non-Defaulting Owner . If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02 .
12.03 Remedies .
(a) If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08 . The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.
(b) The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement. Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants hereunder. The Non-Defaulting Owner shall have the right, in addition to any other remedy
available under this
Agreement, to specific performance of the Defaulting Owners obligations and
covenants hereunder, and the Owners agree not to take a position in any
proceeding arising out of this Agreement to the effect that the Non-Defaulting
Party has an adequate remedy at law.
ARTICLE
XIII
REPRESENTATIONS AND WARRANTIES
13.01 Representations and Warranties of Idaho Power . Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.
(e) This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.
(f) Except as disclosed in Schedule 13.01(f), all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
13.02 Representations and Warranties of PacifiCorp . PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its assets and carry on its business as now being conducted or as proposed to be conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance by it of this Agreement have been duly authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of this Agreement do not: (i) violate its organizational documents; (ii) violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a default of any material agreement to which it is a party.
(e) This Agreement has been duly and validly executed and delivered by it and constitutes its legal, valid and binding obligation enforceable against it in accordance with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws affecting creditors rights generally and by principles of equity regardless of whether such principles are considered in a proceeding at law or in equity.
(f) Except as disclosed in Schedule 13.02(f) , all material Governmental Authorizations required by Governmental Requirements to have been obtained by it prior to the date hereof in connection with the due execution and delivery of, and performance by it of its obligations under, this Agreement, have been duly obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
ARTICLE
XIV
INDEMNIFICATION
14.01 Indemnities .
(a) Subject to the provisions of Section 14.03 and Section 14.08 , each Owner (the Indemnifying Party ) shall indemnify, defend and hold harmless the other Owner (the Indemnified Party ) and its Representatives, from and against any and all suits, actions, liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or character, including reasonable attorneys fees and expenses (collectively, Claims ) of third parties, for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives) arising from the Indemnifying Partys (including its Representatives): (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform a material obligation under this Agreement.
(b) In addition to and not in limitation of the indemnity provided in Section 14.01(a), but subject to the provisions of Section 14.03 and Section 14.08, each Owner, as Indemnifying Party, shall severally and not jointly, in accordance with its Ownership Interest, indemnify, defend and hold harmless the Operator, as Indemnified Party, and its Representatives from and against any and all third-party Claims for injury or death of persons or physical loss of or damage to property of Persons (other than the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities, in each case, arising under or in connection with this Agreement, including in connection with the performance by the
Operator of its obligations under this Agreement, except for
such Claims or fines arising from the Operators or its Representatives: (i)
gross negligence or willful misconduct in connection with the
performance of this Agreement or (ii) failure to perform a material obligation
under this Agreement.
(c) Subject to the provisions of Section 14.03 and Section 14.08 , the Operator, as Indemnifying Party, shall indemnify, defend and hold harmless each Owner, as Indemnified Party, and its Representatives from and against any and all Claims for injury or death of persons or physical loss of or damage to property of Persons (including the Indemnified Party and its Representatives), or fines or penalties levied or imposed by Governmental Authorities or Losses incurred by the Indemnified Party and its Representatives, arising from the Operators and its Representatives (i) gross negligence or willful misconduct in connection with the performance of this Agreement or (ii) failure to perform a material obligation under this Agreement; provided , however , in no event shall the Operator be obligated to indemnify, defend or hold harmless an Owner and its Representatives from and against any such Claims or fines or Losses to the extent arising from such Owners or its Representatives: (i) gross negligence or willful misconduct in connection with the performance of this Agreement; or (ii) failure to perform any material obligation under this Agreement.
14.02 Notice and Participation .
(a) If an Indemnified Party intends to seek indemnification under this Article XIV with respect to any Claims, the Indemnified Party shall give the Indemnifying Party prompt written notice of such Claims upon the receipt of actual knowledge or information by the Indemnified Party of any possible Claims or of the commencement of such Claims. The Indemnifying Party shall have no liability under this Article XIV for any Claim for which such notice is not provided, but only to the extent that the failure to give such notice materially impairs the ability of the Indemnifying Party to respond to or to defend the Claim.
(b) The Indemnifying Party shall have the right to assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party; provided , however , that if the defendants in any such proceeding include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it which are in conflict with those available to the Indemnifying Party and that such conflict materially prejudices the ability of the counsel selected by the Indemnifying Party to represent both Parties, the Indemnified Party shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifying Partys expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of such separate counsel.
(c) Should
any Indemnified Party be entitled to indemnification under this
Article XIV
as a result of a Claim by a third party, and should the Indemnifying Party fail
to assume the defense of such Claim within a reasonable period of time after
the Indemnified Party has provided the Indemnifying Party written notice of
such Claim, the Indemnified Party may, at
the expense of the Indemnifying Party, contest or, with or without the prior consent of the Indemnifying Party, settle such Claim.
(d) Except to the extent expressly provided herein, no Indemnified Party shall settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this Article XIV unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time after the Indemnified Party has provided the Indemnifying Party written notice of such Claim.
(e) Except to the extent expressly provided otherwise herein, no Indemnifying Party shall settle any Claim with respect to which it may be liable to provide indemnification pursuant to this Section without the prior written consent of the Indemnified Party; provided , however , that if the Indemnifying Party has reached a bona fide settlement agreement with the plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified Party for any and all liability with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement, then the dollar amount specified in the settlement agreement, plus the Indemnified Partys reasonable legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the Indemnifying Party with respect to the Claim, or portion thereof, that is the subject of such settlement agreement.
14.03 Net Amount . Subject to the limitation in Section 14.02(e) , if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV , the amount owing to the Indemnified Party shall be the amount of such Indemnified Partys actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.
14.04 No Release of Insurers . The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.
14.05 Mitigation . Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.
14.06 Assertion of Claims . No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.
14.07 Survival of Obligation . The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.
14.08 Limitation on Liability .
(a) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.
(b) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the WIS Agreement ) is then in effect between the Parties and expressly limits or precludes such liability. Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.
ARTICLE
XV
PROPRIETARY INFORMATION
15.01 Disclosure of Proprietary Information Prohibited . Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the Transferor ) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the Transferee ) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02 , 15.03 and 15.05 ) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion. Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferors Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.
15.02 Disclosure by Representatives . Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.
15.03 Permitted Disclosures . Notwithstanding anything to the contrary contained in this Article XV :
(a) A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements,
the Transferee promptly advises
the Transferor of any request for such information by such Governmental
Authority and cooperates in giving the Transferor an opportunity to present
objections, requests for limitation, and/or requests for confidentiality or
other restrictions on disclosure or access, to such Governmental Authority.
(b) A Transferee may, to the extent required, disclose Proprietary Information to any Governmental Authority in connection with the application for any Governmental Authorization; provided that unless prohibited from so doing by applicable Governmental Requirements, the Transferee shall provide the Transferor prior written advance notice of such disclosure and the Proprietary Information that is to be disclosed.
(c) A Transferee may disclose such Proprietary Information regarding the existence and terms of this Agreement as such Transferee deems necessary to enable it to comply with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or as otherwise required by applicable Governmental Requirements.
15.04 Injunctive Relief . In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.
15.05 Publicity . Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.
15.06 Proprietary Information Defined . For purposes of this Agreement, Proprietary Information means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be confidential, provided that Proprietary Information shall exclude information falling into any of the following categories:
(i) Information
that, at the time of disclosure hereunder, is in the public domain, other than
information that entered the public domain by breach of this Agreement by
Transferee;
(ii) Information that, after disclosure hereunder, enters the public domain, other than information that enters the public domain by breach of this Agreement by Transferee;
(iii) Information, other than that obtained from third-parties, that prior to disclosure hereunder, was already in Transferees possession, either without limitation on disclosure to others or subsequently becoming free of such limitation;
(iv) Information obtained by Transferee from a third-party having an independent right to disclose the information; or
(v) Information that is available through independent research without use of or access to the Proprietary Information.
15.07 Survival . The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.
ARTICLE
XVI
RELIABILITY
16.01 Reliability . The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.
ARTICLE
XVII
TAXES
17.01 No Partnership . Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners respective Transmission Systems. Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01 .
17.02
761 Election
. The Owners intend that, as tenants in common and owners of undivided
Ownership Interests, for United States income tax purposes the Owners shall
elect in accordance with the provisions of section 761 of the Internal Revenue
Code of 1986, as amended (
Code
), and the applicable income tax
regulations thereunder (
Regulations
), to be excluded from all of the
provisions of Subchapter K of the Code upon the first occasion in which such
election may be filed under these Regulations and that, if such election is not
filed, this Agreement shall constitute an election under Regulations section
1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of
the Code and the applicable Regulations, beginning
with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.
17.03 Responsibility for Taxes . It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees ( Taxes ), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03 , the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owners Ownership Interest percentage of such Taxes. The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided , however , that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owners Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.
17.04 Indemnification . Each Owner (the Tax Indemnifying Party ) shall indemnify and hold harmless the other Owner (the Tax Indemnitee Party ), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII .
17.05 Determination of Depreciation and Other Matters . Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.
ARTICLE
XVIII
DISPUTES
18.01 Exclusive Procedure . Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a Dispute ) shall be resolved pursuant to the procedures of this Article XVIII .
18.02 Dispute Notices . If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a Disputing Party ) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the Dispute Notice ). Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing
Parties nonetheless will continue to pursue resolution of the Dispute
pursuant to this
Article XVIII
.
18.03 Informal Dispute Resolution .
(a) The Disputing Parties shall make a good faith effort to resolve the Dispute by prompt negotiations between and/or among each Disputing Partys representative so designated in writing to the other Disputing Party or Disputing Parties (each a Manager ). If the Managers are not able to resolve the Dispute within thirty (30) days after the date of the Dispute Notice, they shall refer the matter to the designated senior officers of their respective companies (the Executive(s) ), who shall have authority to settle the Dispute. If the Executives are not able to resolve the Dispute within sixty (60) days after the date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 18.04 .
(b) All communications and writings exchanged between and/or among the Disputing Parties in connection with these negotiations shall be confidential and shall not be used or referred to in any subsequent binding adjudicatory process between and/or among the Disputing Parties, either with respect to the current Dispute or any future Dispute between and/or among the Owners and/or the Operator.
18.04 Submission of Dispute to FERC or Approved Courts . If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03 , then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03 , submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the Approved Courts ). Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts. Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, further 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, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.
18.05 Continued Performance. During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.
ARTICLE
XIX
ASSIGNMENT
19.01 Prohibited Transfers and Assignments .
Neither PacifiCorp nor Idaho Power shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or
otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX .
19.02 Permitted Assignments and Transfers . The restrictions set forth in Section 19.01 shall not restrict:
(a) dispositions and sales by the Operator incident to renewals or replacements of the Transmission Facilities;
(b) the right of an Owner to subject any of its Ownership Interest (and Capacity Share) to the lien of any mortgage upon all or a portion of its own physical electric utility property or to otherwise collaterally assign its rights and obligations in this Agreement to a lender or other person providing financing to the Owner;
(c) the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) in connection with any sale, merger or other transfer of substantially all of such Owners electric transmission facilities as an operating entity; provided , however , that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;
(d) the right of an Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) to an Affiliate of the Owner which owns all or substantially all of the transmission facilities of such Owner; provided , however , that the effectiveness of such assignment shall be conditioned upon the assignee (i) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner as of the assignment date and (ii) qualifying as a Qualified Owner on the assignment date;
(e) the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that: (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owners (and, in the case where PacifiCorp is the transferring Owner, Operators) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owners rights and obligations in this Agreement (including as part of such transfer, in the case where PacifiCorp is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided , however , that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the assigning Owner (including as part of such transfer, in the case of PacifiCorp,
all of its rights and
obligations in this Agreement as the Operator) as of the assignment date and
(B) qualifying as a Qualified Owner on the assignment date; and
(f) the right of an Owner to schedule and provide transmission service (in the amount of its Capacity Share) over the Transmission Facilities under the Owners OATT and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time shall an Owner be entitled to post, sell, schedule or transmit transmission service or an amount of energy over the Transmission Facilities greater than its Capacity Share, unless otherwise mutually agreed to in writing in advance by the other Owner.
ARTICLE
XX
MISCELLANEOUS
20.01 Notices .
(a) Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:
If to Idaho Power: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Manager, Grid Operations |
|
Telephone: 208-388-5669 |
|
|
With a copy to: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Legal Department |
|
Telephone: 208-388-2300 |
|
|
If to PacifiCorp: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
|
|
With a copy to: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
|
|
If to Operator: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
|
|
With a copy to: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
(b) Each Owner and the Operator shall have the right to change the place to which any notice, demand, request or other communication shall be sent or delivered by similar notice sent in like manner to the other Owner(s) and the Operator. The effective date of any notice, demand, request or other communication issued pursuant to this Agreement shall be when: (i) delivered to the address of the Owner or Operator personally, by messenger, by a nationally or internationally recognized overnight delivery service or otherwise; or (ii) received or rejected by the Owner or Operator, if sent by certified mail, return receipt requested, in each case, addressed to the Owner or Operator at its address and marked to the attention of the person designated above (or to such other address or person as an Owner or Operator may designate by notice to the Owners and/or Operator effective as of the date of receipt by such Owners and/or Operator).
20.02 Entire Agreement . This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof. There are no oral understandings, terms or conditions and neither Owner nor the Operator has relied upon any representation or warranty, expressed or implied, not contained in this Agreement.
20.03 Parties Bound . This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.
20.04 Amendments .
(a) Except as otherwise provided in Section 20.04(c) , this Agreement may not be amended, supplemented or otherwise modified, other than pursuant to an instrument in writing executed by the Owners.
(b) Absent agreement of both Parties to the proposed change and except as otherwise provided in Section 20.04(c) , the standard of review for changes to this Agreement proposed by a Party, or FERC acting sua sponte , shall be the public interest standard of review set forth 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); provided that the standard of review for any modification to this Agreement requested by non-contracting third parties shall be the most stringent standard permissible under then-applicable law.
(c) Nothing contained in this Agreement shall be construed as affecting in any way the right of either Party to unilaterally make application to FERC under Section 205 or Section 206 of the Federal Power Act for a change in the charges set forth in Exhibit F . It is the intent of the Parties that the standard of review that FERC will apply to any such unilateral application shall be the just and reasonable standard of review rather than the public interest standard of review.
20.05 Waivers . No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights. Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.
20.06 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.
20.07 Headings . Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.
20.08 Relationship of Parties . The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Owners. Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided. No Owner shall be under the control of, or shall be deemed to control, the other Owner. Neither Owner shall have a right nor power to bind the other Owner without its express written consent.
20.09 Severability . In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator. The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.
20.10 No Third Party Beneficiaries . Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.
20.11 Further Assurances . Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.
20.12 Conflict of Interest . Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.
20.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement. Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original. At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Populus Joint Ownership and Operating Agreement as of the date first above written.
PACIFICORP: |
PACIFICORP, |
|
AS OWNER AND OPERATOR |
|
|
|
By: _____________________________ |
|
Name:______________________________ |
|
Title:_______________________________ |
|
|
IDAHO POWER: |
IDAHO POWER COMPANY, |
|
AS OWNER |
|
|
|
By: _____________________________ |
|
Name:______________________________ |
|
Title:_______________________________ |
EXHIBIT A
Description of Transmission Facilities and Common Facilities
Section I. Description of Transmission Facilities. 2
The Transmission Facilities includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below and as shown on the one line drawing attached as Exhibit G which shows the extent of the jointly owned Transmission Facilities at the Populus Substation. The major equipment included in the Transmission Facilities consist of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the PopulusBorah Transmission Lines (#s 1 and 2), the PopulusBen Lomond Transmission Lines (#s 1, 2 and 3) and the PopulusKinport Transmission Line.
2 For asset accounting purposes, Idaho Power may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction. PacifiCorp will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.
345 kV Switch |
362kV, 3000A, Vertical Break, W/Ground Switch |
4 |
|
|
382G, 352G, 383G, 353G |
|
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, No Carrier Accessories |
6 |
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, With Carrier Accessories |
5 |
|
|
|
|
|
345 kV CT/VT |
CT/VT Metering Units, 345kV |
15 |
|
|
|
|
|
345 kV Capacitor |
|
|
|
|
Bank |
362kV, 220/F275 MVar |
1 |
|
|
|
|
345 kV Series |
|
|
|
|
Capacitor |
347-262 kV, 1550 kV BIL |
2 |
|
|
|
|
345 kV Reactors |
362kV, 100MVA |
2 |
|
|
|
|
|
Insulator |
Station Post, 345kV |
738 |
|
|
|
|
|
Insulator |
Suspension, 345kV |
48 |
|
|
|
|
|
Bus |
Rigid and Wire Bus, Assemblies, and Connectors |
1 |
|
|
|
|
|
Bus |
Rigid & Wire Bus, Ass. & Connectors 345kV Series Capacitor |
2 |
|
|
|
|
|
Security |
Security System, Conduit Installation |
1 |
|
|
|
|
|
Communications |
Power Line Carrier, With All Additional Equipment |
5 |
|
|
|
|
|
Line Traps |
345kV, 3000A |
5 |
|
|
|
|
|
Lightning Arresters |
345 kV, 212kV MCOV |
24 |
|
|
|
|
|
Oil Containment |
System and Foundation |
1 |
|
|
|
|
|
Foundations |
Concrete - Drilled Piers |
5685 Yds |
|
|
|
|
|
Steel |
Structural Steel Supports |
2374881 lbs. |
|
|
|
|
Section II. Description of Common Facilities |
||
Description |
Contract Quantity |
Unit Of Measure |
Fencing & Gates |
|
|
Substation Fencing Furnish and Install (Including Signage) |
9310 |
LF |
Substation Gates Furnish and Install (Including Signage) |
3 |
EA |
Property Boundary Gates, Cattle Guards, etc. Furnish and Install |
1 |
LS |
Substation Fencing Furnish and Install for 345kV Series Capacitors (Including Signage) |
inc. SE.1 |
LF |
Reinforced Concrete |
|
|
Concrete Slab on Grade |
1075 |
CY |
Concrete - Pad and Pedestal |
|
CY |
Concrete - Control House |
|
CY |
Concrete - Miscellaneous (Station Service, Bollards, Security, Etc.) |
|
CY |
Cable Trench |
|
|
Cable Trench w/covers |
8332 |
LF |
Cable Trench w/covers Drivable |
1096 |
LF |
Conduit and Power & Control Cables |
|
|
Conduit, Below and Above Grade |
1 |
LS |
Power Cable |
1 |
LS |
Control Cable |
1 |
LS |
Grounding |
|
|
Below Grade Grounding |
92737 |
LF |
Above Grade Grounding |
22089 |
LF |
Protection & Controls, SCADA & Communications |
|
|
Control, Relay and Annunciator Panels |
37 |
EA |
Relay Communications Equipment; i.e. SEL 2030, Teltone Modem |
1 |
LOT |
Revenue Metering Panels |
8 |
EA |
RTU and Interposition Panel |
1 |
EA |
DFR (i.e. Ametek TR-2000 - 32 Channel with Ethernet Connection) |
|
EA |
SER (i.e. Hathaway 4100 - 256 Points) |
|
EA |
Yard Termination Cabinets |
6 |
EA |
Control House |
|
|
Control House, 28 x 80 |
1 |
LS |
Battery System 125 Vdc, Complete With Rack And Charger, Purchase and Installation |
1 |
LS |
Battery System 48 Vdc, Complete With Rack And Charger, Purchase and Installation |
1 |
LS |
Station Service |
|
|
Install Station Service |
1 |
LS |
Install Standby Generator |
1 |
LS |
Automatic Transfer Switch |
1 |
LS |
Install Distribution Service to Substation Boundary |
1 |
LS |
240 VAC, 50A Disconnect Switches, Three Phase System |
1 |
LS |
Fiber Optics Installation |
|
|
String / Sag / ADSS Cable - Overhead including all hardware |
0 |
LF |
Fusion Splice / Enclosure, ADSS To OPGW, Including slack storage and hardware |
inc. in SP.3 |
EA |
ADSS U/G Cable in Place (with innerduct and conduit or in cable trench, including building entry); Furnish and Install |
1900 |
EA |
Quazite Storage Vault / Storage Only |
1 |
EA |
Patch Panel/Termination w/ Fusion Splicing, 48 Fibers |
1 |
EA |
Cable In Place in Building, including innerduct |
100 |
LF |
Fiber Node Equipment, with rack, power, and grounding |
1 |
EA |
Channel Bank and associated Equipment, with rack, power, and grounding |
1 |
EA |
|
|
|
EXHIBIT B
[Intentionally omitted.]
EXHIBIT C
Ownership Interests
Owner |
Ownership Interest
|
PacifiCorp |
78.2% |
Idaho Power
|
20.8% |
Each Owners percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation that such Owner owns or controls. For purposes of this Exhibit C , Transmission Line Capacity means, in respect of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owners Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Populus Substation on or before December 31, 2010 and (ii) the Transmission Line Capacity and the Owners Ownership Interests shall only change, if at all, when an additional 345 kV transmission line or transformer is interconnected to the Populus Substation after December 31, 2010.
EXHIBIT D
[Intentionally omitted.]
EXHIBIT E
Construction Budget
$24,623,483.41
EXHIBIT F
Monthly Transmission Facilities O&
M Charge and
Monthly Common Facilities Charge
The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) Idaho Powers Ownership Interest, and (3) the O&M Expense Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Transmission Facilities means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and
(ii) the O&M Expense Factor means 0.1845% per month.
The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) Idaho Powers Ownership Interest, and (3) the Common Facilities Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Common Facilities means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and
(ii) the Common Facilities Factor means 1.022% per month.
EXHIBIT G
Point of Interconnection
[See Attached]
EXHIBIT H
Milestones
Milestone |
Milestone Date |
Filing of this Agreement at FERC for approval |
5 Business Days after the Execution Date |
345 kV yard energized |
October 1, 2010 |
SCHEDULE 13.01(f)
Idaho Powers Outstanding Governmental Authorizations
SCHEDULE 13.02(f)
PacifiCorps Outstanding Governmental Authorizations
Exhibit I
Form of Hemingway Easement Agreement
Recorded at the request of and
When recorded mail to:
Gil Green
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
EASEMENT AGREEMENT
FOR VALUE RECEIVED THIS EASEMENT AGREEMENT (Easement), MADE this ____ day of ______, 2010 by and between IDAHO POWER COMPANY, an Idaho Corporation, its successors and assigns (hereinafter called Grantor), and PACIFICORP, an Oregon corporation its successors and assigns (hereinafter called Grantee) and
The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right to use and access the Grantors property set forth in the description attached hereto as Exhibit A (the Transmission Facilities Site).
The property easement will be utilized by the Grantee and its agents, employees or contractors for the use of, and rights of ingress, egress and access to, the Transmission Facilities Site to permit the Grantee and its designees to exercise Grantees rights, duties, and privileges as described in the Hemingway Joint Ownership and Operating Agreement dated May 3, 2010, entered into by the Grantee and Grantor (JOOA). The rights of the Grantee and its agents, employees or contractors for use of, ingress, egress and access to the Transmission Facilities Site shall be governed by Section 5.06(a) of the JOOA, during the period the JOOA is in effect, including during any period after the JOOA has been terminated but the surviving provisions identified in Section 2.05(b) (including Section 5.06(a)) remain in effect. If the JOOA terminates or expires, the property easement will be utilized by the Grantee, and its agents, employees or contractors for the right of ingress, egress and access to the Transmission Facilities Site, for the inspection, construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement, and decommissioning of the Transmission Facilities, provided that Grantor and Grantee agree to reasonably cooperate with respect to such matters. In the exercise of such easement rights, Grantee shall cause: (i) the Grantees and its designees, as long as the JOOA has not expired or been terminated, not to interfere with the construction, commissioning, operation and maintenance, capital upgrades and improvements to, repair and reconstruction of, and retirement and decommissioning of the Transmission Facilities or any portion thereof by the Operator under the JOOA or to pose a safety hazard; (ii) the Grantee and its designees to comply with any requirements of any rights-of-ways, license, easement or other real property interest agreement applicable to the Transmission Facilities, which are in effect as of the date hereof and any other requirements set forth in agreements arising after the date hereof with respect to which Grantee receives written notice; (iii) the Grantee to provide reasonable prior written notice to the Grantor of its intent to exercise any right or privilege granted by this Easement; and (iv) the Grantee
and its
designees exercising any right or privilege under this Easement to comply with
the Grantors or any other contractors safety and operational procedures and
security rules, provided that such procedures and rules are in writing and are
delivered to Grantee in advance.
The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right for the location of equipment in which the Grantee has an ownership interest, including the equipment described in Exhibit B hereto, together with any replacements, capital upgrades or improvements thereto (hereinafter Equipment), on the Transmission Facilities Site, to be utilized by the Grantee to locate Equipment on such premises, together with an easement to access said Equipment over and across the Transmission Facilities Site. Any replacements, capital upgrades or improvements to the Equipment shall be made in accordance with the provisions of the JOOA prior to its expiration or termination.
Capitalized terms used in this access easement agreement but not otherwise defined herein, shall have the meanings given such terms in the JOOA.
Any notice required or permitted under this Easement shall be provided in accordance with the notice provisions of Section 20.01 of the JOOA.
The rights granted herein shall terminate if the Grantee no longer needs the easements for uses described herein and so notifies Grantor in writing.
GRANTOR: IDAHO POWER COMPANY |
GRANTEE: PACIFICORP |
___________________________________ |
_________________________________ |
___________________________________ |
_________________________________ |
By: |
By: |
___________________________________ |
_________________________________ |
Its: |
Its: |
STATE OF _________ )
COUNTY OF _______ )
On this day of , 2010, before me, a Notary Public, personally appeared ______________________________ , _______________________________________ of Idaho Power Company, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
(NOTARY SEAL) |
|
|
|
|
Notary Public |
|
|
|
Residing at: |
|
|
|
My Commission expires: |
[ADDITIONAL NOTARY ON FOLLOWING PAGE]
STATE OF _________ )
COUNTY OF _______ )
On this day of , 2010, before me, a Notary Public, personally appeared ______________________________ , _______________________________________ of PacifiCorp, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
(NOTARY SEAL) |
|
|
|
|
Notary Public |
|
|
|
Residing at: |
|
|
|
My Commission expires: |
EXHIBIT A
Description of the Transmission Facilities Site
A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8 iron pin marking the Northeast corner of said section bears North 00°5135 East, 2634.17 feet; Thence along the mid-section line North 89°1335 West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.
Thence continuing along said mid-section line North 89°1335 West, 2575.51 feet to the Center 1/4 of Section11;
Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°5954 West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;
Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°1411 West, 1,993.10 feet;
Thence North 25°5347 West, 203.54 feet;
Thence North 25°4649 East, 2,543.71 feet;
Thence South 64°1311 East, 1,984.81 feet;
Thence South 89°1335 East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;
Thence along said westerly right-of-way South 10°4430 East, 336.78 feet to the REAL POINT OF BEGINNING.
And also:
A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:
Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°1327 East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence
South 00°5601 West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence
North 89°1416 West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence
North 01°0002 East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING
EXHIBIT B
Description of Equipment
The Equipment will include all of the equipment and facilities described below in this Exhibit B which is installed at the Transmission Facilities Site as of the date of this deed.
The Equipment includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the Midpoint Station (MPSN) 1 and Summer Lake (SMLK) line terminals depart to the tap line segments. The major equipment included in the Equipment consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV air breaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2. Also included in the Equipment are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment. The Equipment also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MPSNSMLK line.
STATION |
|
|
|
|
|
QTY |
Equipment Description |
Item |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
206 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
10 |
Local Equipment Annunciator Units for Reactors and Breakers |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Capacitor, 550kV 220MVAR Expandable to 330MVAR |
203 |
13 |
Switch, Motor Operated Airbreak, 500kV 4000A |
208 |
3 |
Switch, Motor Operated Airbreak, 500kV 2000A |
209-1 |
1 |
Switch, Motor Operated Airbreak w/ GND Switch, 500kV 2000A |
209-2 |
12 |
Capacitor Voltage Transformer, 500kV |
211 |
6 |
Capacitor Voltage Transformer, 500kV w/ Carrier Accessories |
212 |
6 |
Line Trap, 500kV 3000A |
214-1 |
6 |
Line Tuner, Single Phase Units |
214-2 |
12 |
Surge Arrestor, 318kV MCOV |
215 |
6 |
Surge Arrestor, 144kV MCOV |
238 |
138 |
Insulator, Station Post, 500kV 1800BIL |
217 |
48 |
Insulator, Station Post, 500kV 1800BIL |
218 |
153 |
Insulator, Suspension, Polymer 500kV Class |
220 |
|
|
|
QTY |
Structure Description |
Item |
2 |
Steel Structure, 500kV Line-Deadend A-Frame Structure |
100-1 |
4 |
Steel Structure, 500kV Line-Deadend A-Frame Structure |
100-2 |
51 |
Steel Structure, 500kV 3-ph Airbreak Support |
106-1 |
12 |
Steel Structure, 500kV CCVT Structure |
107-1 |
6 |
Steel Structure, 500kV Line Trap Structure |
107-2 |
9 |
Steel Structure, 500kV Surge Arrestor Structure |
108 |
10 |
Steel Structure, 500kV Strain Bus A-Frame Structure |
101 |
2 |
Steel Structure, 500kV Transfer Bus Structure, Reactor |
103 |
2 |
Steel Structure, 500kV Transfer Bus Structure, Spare for Reactor |
103 |
6 |
Steel Structure, 500kV 3-ph Bus Support, Future Airbreak Support |
106-2 |
117 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
3 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
16 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
111 |
|
|
|
QTY |
Conductor Description |
Item |
3,500 ft |
Conductor, 6 Aluminum Pipe, Schedule 80, 6063-T6 |
300 |
3,500 ft |
Conductor, 1590 ACSR (Dampening for 6 Bus) |
303 |
20,000 ft |
Conductor, Strain Bus, 1780 ACSS CHUKAR 1.601 Diameter |
304 |
6,750 ft |
Conductor, 3/8 EHS Shield Wire |
306 |
75,615 ft |
Control Cable |
|
|
|
|
QTY |
Panel Description |
P Number |
1 |
Panel E9: SMLK 11-1 (Pri. #1 Relay) |
5933 |
1 |
Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control) |
5934 |
1 |
Panel E11: SMLK 11-3 (Pri. #3 Relay) |
5935 |
Exhibit J
Form of Populus Easement Agreement
Recorded at the request of and
When recorded mail to:
Gil Green
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
EASEMENT AGREEMENT
FOR VALUE RECEIVED THIS EASEMENT AGREEMENT, MADE this ____ day of ________, 2010 by and between PACIFICORP, an Oregon corporation its successors and assigns (hereinafter called Grantor), and IDAHO POWER COMPANY, an Idaho Corporation, its successors and assigns (hereinafter called Grantee) and
The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right to use and access the Grantors property set forth in the description attached hereto as Exhibit A (the Transmission Facilities Site).
The
property easement will be utilized by the Grantee and its agents, employees or
contractors for the use of, and rights of ingress, egress and access to, the
Transmission Facilities Site to permit the Grantee and its designees to
exercise Grantees rights, duties, and privileges as described in the Hemingway
Joint Ownership and Operating Agreement dated May 3, 2010, entered into by the
Grantee and Grantor (JOOA). The rights of the Grantee and its agents,
employees or contractors for use of, ingress, egress and access to the
Transmission Facilities Site shall be governed by Section 5.06(a) of the JOOA,
during the period the JOOA is in effect, including during any period after the
JOOA has been terminated but the surviving provisions identified in Section
2.05(b) (including Section 5.06(a)) remain in effect. If the JOOA terminates
or expires, the property easement will be utilized by the Grantee, and its
agents, employees or contractors for the right of ingress, egress and access to
the Transmission Facilities Site, for the inspection, construction,
commissioning, operation and maintenance, capital upgrades and improvements to,
repair and reconstruction of, and retirement, and decommissioning of the
Transmission Facilities, provided that Grantor and Grantee agree to reasonably
cooperate with respect to such matters. In the exercise of such easement
rights, Grantee shall cause: (i) the Grantees and its designees, as long as
the JOOA has not expired or been terminated, not to interfere with the
construction, commissioning, operation and maintenance, capital upgrades and
improvements to, repair and reconstruction of, and retirement and
decommissioning of the Transmission Facilities or any portion thereof by the
Operator under the JOOA or to pose a safety hazard; (ii) the Grantee and its
designees to comply with any requirements of any rights-of-ways, license,
easement or other real property interest agreement
applicable to the
Transmission Facilities, which are in effect as of the date hereof and any
other requirements set forth in agreements arising after the date hereof with
respect to which Grantee receives written notice; (iii) the Grantee to provide
reasonable prior written notice to the Grantor of its intent to exercise any
right or privilege granted by this Easement; and (iv) the Grantee and its
designees exercising any right or privilege under this Easement to comply with
the Grantors or any other contractors safety and operational procedures and
security rules, provided that such procedures and rules are in writing and are
delivered to Grantee in advance.
The Grantor does hereby grant and convey to the Grantee an easement for the nonexclusive right for the location of equipment in which the Grantee has an ownership interest, including the equipment described in Exhibit B hereto, together with any replacements, capital upgrades or improvements thereto (hereinafter Equipment), on the Transmission Facilities Site, to be utilized by the Grantee to locate Equipment on such premises, together with an easement to access said Equipment over and across the Transmission Facilities Site. Any replacements, capital upgrades or improvements to the Equipment shall be made in accordance with the provisions of the JOOA prior to its expiration or termination.
Capitalized terms used in this access easement agreement but not otherwise defined herein, shall have the meanings given such terms in the JOOA.
Any notice required or permitted under this Easement shall be provided in accordance with the notice provisions of Section 20.01 of the JOOA.
The rights granted herein shall terminate if the Grantee no longer needs the easements for uses described herein and so notifies Grantor in writing.
STATE OF _________ )
COUNTY OF _______ )
On this day of , 2010, before me, a Notary Public, personally appeared ______________________________ , ______________________________of PacifiCorp, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS
WHEREOF, I have hereunto set my hand and affixed my official seal the day and
year in this certificate first above written.
(NOTARY SEAL) |
|
|
|
|
Notary Public |
|
|
|
Residing at: |
|
|
|
My Commission expires: |
[ADDITIONAL NOTARY ON FOLLOWING PAGE]
STATE OF _________ )
COUNTY OF _______ )
On this day of , 2010, before me, a Notary Public, personally appeared ______________________________ , _______________________________________ of Idaho Power Company, that executed the within instrument, and acknowledged to me that such corporation executed the same as the free act and deed of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
(NOTARY SEAL) |
|
|
|
|
Notary Public |
|
|
|
Residing at: |
|
|
|
My Commission expires: |
EXHIBIT A
Description of the Transmission Facilities Site
A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:
Beginning at a point which is 1676.62 feet S.00°5101W along the section line from the Northeast Corner of said Section 32 and running thence S.00°5101W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°1336E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°1113W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°3218W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°2856E 4336.61 feet; thence N.89°2904W 1090.62 feet; thence S.00°3056W 219.04 feet; thence N.89°2904W 678.13 feet; thence N.00°3056E 434.59 feet; thence S.89°4021W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°1747E 390.57 feet along said west line; thence S.89°3102E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.
EXHIBIT B
Description of Equipment
The Equipment will include all of the equipment and facilities described below in this Exhibit B which is installed at the Transmission Facilities Site as of the date of this deed.
The Equipment includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below. The major equipment included in the Equipment consists of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the PopulusBorah Transmission Lines (#s 1 and 2), the PopulusBen Lomond Transmission Lines (#s 1, 2 and 3) and the PopulusKinport Transmission Line.
Transmission Line |
|||
|
|
|
|
Item |
|
Description |
Qnty |
Dead End |
Mono pole steel |
10 |
|
Tangent |
Mono pole steel |
35 |
|
Dead End |
Three pole steel |
10 |
|
|
|
|
|
Substation |
|||
Item |
Description |
Qnty |
|
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors |
13 |
|
|
322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368 |
|
|
|
|
|
|
345 kV breaker |
362kV, 2000A, 50kA, Gas Filled, for shunt reactor |
2 |
|
|
R393, R392 |
|
|
|
|
|
|
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank |
1 |
|
|
C329 |
|
|
|
|
|
|
345 kV switch |
362kV, 3000A, Vertical Break, W/Ground Switch (Line) |
8 |
|
|
|
|
|
345 kV Switch |
362kV, 3000A, Vertical Break (Breaker Isolation) |
20 |
|
|
|
|
|
345 kV Switch |
362kV, 2000A, Vertical Break (Capacitor & Reactor) |
3 |
|
|
|
|
|
345 kV Switch |
362kV, 3000A, Vertical Break, W/Ground Switch |
4 |
|
|
382G, 352G, 383G, 353G |
|
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, No Carrier Accessories |
6 |
345 kV CCVT |
1550KV BIL, 1800/3000:1, With Carrier Accessories |
5 |
|
|
|
|
|
345 kV CT/VT |
CT/VT Metering Units, 345kV |
15 |
|
|
|
|
|
345 kV Capacitor |
|
|
|
|
Bank |
362kV, 220/F275 MVar |
1 |
|
|
|
|
345 kV Series |
|
|
|
|
Capacitor |
347-262 kV, 1550 kV BIL |
2 |
|
|
|
|
345 kV Reactors |
362kV, 100MVA |
2 |
|
|
|
|
|
Insulator |
Station Post, 345kV |
738 |
|
|
|
|
|
Insulator |
Suspension, 345kV |
48 |
|
|
|
|
|
Bus |
Rigid and Wire Bus, Assemblies, and Connectors |
1 |
|
|
|
|
|
Bus |
Rigid & Wire Bus, Ass. & Connectors 345kV Series Capacitor |
2 |
|
|
|
|
|
Security |
Security System, Conduit Installation |
1 |
|
|
|
|
|
Communications |
Power Line Carrier, With All Additional Equipment |
5 |
|
|
|
|
|
Line Traps |
345kV, 3000A |
5 |
|
|
|
|
|
Lightning Arresters |
345 kV, 212kV MCOV |
24 |
|
|
|
|
|
Oil Containment |
System and Foundation |
1 |
|
|
|
|
|
Foundations |
Concrete - Drilled Piers |
5685 Yds |
|
|
|
|
|
Steel |
Structural Steel Supports |
2374881 lbs. |
|
|
|
|
Exhibit K
Description of Hemingway Substation Site
A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8 iron pin marking the Northeast corner of said section bears North 00°5135 East, 2634.17 feet; Thence along the mid-section line North 89°1335 West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.
Thence continuing along said mid-section line North 89°1335 West, 2575.51 feet to the Center 1/4 of Section11;
Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°5954 West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;
Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°1411 West, 1,993.10 feet;
Thence North 25°5347 West, 203.54 feet;
Thence North 25°4649 East, 2,543.71 feet;
Thence South 64°1311 East, 1,984.81 feet;
Thence South 89°1335 East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;
Thence along said westerly right-of-way South 10°4430 East, 336.78 feet to the REAL POINT OF BEGINNING.
And also:
A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:
Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°1327 East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence
South 00°5601 West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence
North 89°1416 West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence
North 01°0002 East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING
Exhibit L
Description of Populus Substation Site
A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:
Beginning at a point which is 1676.62 feet S.00°5101W along the section line from the Northeast Corner of said Section 32 and running thence S.00°5101W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°1336E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°1113W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°3218W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°2856E 4336.61 feet; thence N.89°2904W 1090.62 feet; thence S.00°3056W 219.04 feet; thence N.89°2904W 678.13 feet; thence N.00°3056E 434.59 feet; thence S.89°4021W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°1747E 390.57 feet along said west line; thence S.89°3102E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.
Exhibit M
Form of Hemingway Deed
Recorded at the request of and
When recorded mail to:
Gil Green
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
DEED
FOR VALUE RECEIVED, IDAHO POWER COMPANY, an Idaho corporation, whose address is 1221 W. Idaho Street, Boise, Idaho 83702 (Grantor), does hereby grant, bargain, sell and convey unto PACIFICORP, an Oregon corporation (Grantee), its successors and assigns, a fifty-nine percent (59.0%) undivided ownership interest, as tenant in common, in the following described equipment, located in Owyhee County, Idaho (as described in Exhibit A hereto, hereinafter the Equipment), pursuant to the Joint Purchase and Sale Agreement dated April 30, 2010 (JPSA) between the Grantor and Grantee.
The Equipment described in Exhibit A is located on real property owned by Grantor in the S ½ of the NW ¼ and the N ½ of the SW ¼ and the S ½ of the NE ¼ and the NW ¼ of the SE ¼ of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, as more particularly described on Exhibit B hereto (the Land).
This deed in not intended in any way to convey any interest in any real property on which the Equipment is located.
The Grantor covenants to the Grantee that Grantor is the owner of the Equipment; that the Equipment is free from Encumbrances other than Idaho Power Permitted Encumbrances, as each term is defined in the JPSA.
TO HAVE AND TO HOLD said partial ownership interest in the Equipment, unto Grantee, and Grantees successors and assigns forever.
IN WITNESS WHEREOF, the Grantor has executed this instrument on this ____ day of ______, 2010.
GRANTOR: |
IDAHO POWER COMPANY, |
|
an Idaho Corporation |
|
|
|
By: _________________________________ |
|
|
Its: _________________________________ |
STATE OF )
ss.
County of )
On this _____ day of _____________, 2010, before me, the undersigned Notary Public in and for said State, personally appeared _________________, known or identified to me to be the ____________________ of _________________, an Idaho corporation, and the corporation that executed the within instrument, or the person who executed the instrument in behalf of said corporation, and acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public for
My
Commission expires:
Exhibit A
Description of Equipment
The Equipment will include all of the equipment and facilities described below in this Exhibit A which are installed at the Land as of the date of this deed.
The Equipment includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the Midpoint Station (MPSN) 1 and Summer Lake (SMLK) line terminals depart to the tap line segments. The major equipment included in the Equipment consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV air breaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2. Also included in the Equipment are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment. The Equipment also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MPSNSMLK line.
STATION |
|
|
|
|
|
QTY |
Equipment Description |
Item |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
206 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
10 |
Local Equipment Annunciator Units for Reactors and Breakers |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Capacitor, 550kV 220MVAR |
203 |
3 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
16 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
111 |
|
|
|
QTY |
Conductor Description |
Item |
3,500 ft |
Conductor, 6 Aluminum Pipe, Schedule 80, 6063-T6 |
300 |
3,500 ft |
Conductor, 1590 ACSR (Dampening for 6 Bus) |
303 |
20,000 ft |
Conductor, Strain Bus, 1780 ACSS CHUKAR 1.601 Diameter |
304 |
6,750 ft |
Conductor, 3/8 EHS Shield Wire |
306 |
75,615 ft |
Control Cable |
|
|
|
|
QTY |
Panel Description |
P Number |
1 |
Panel E9: SMLK 11-1 (Pri. #1 Relay) |
5933 |
1 |
Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control) |
5934 |
1 |
Panel E11: SMLK 11-3 (Pri. #3 Relay) |
5935 |
1 |
Panel E12: SMLK L511 Protection & 511Z Control |
5936 |
1 |
Panel E13: SMLK 511Z BF & Lockout |
5937 |
1 |
Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action) |
5947 |
1 |
Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5953 |
1 |
Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5954 |
1 |
Panel H9: MPSN#1 11-1 (Pri. #1 Relay) |
5955 |
1 |
Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control) |
5956 |
1 |
Panel H11: MPSN#1 11-3 (Pri. #3 Relay) |
5957 |
1 |
Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control) |
5966 |
1 |
Panel L14: C513 11-2 (Pri. #2 Relay) |
5967 |
13 |
Panel Rack and Frames |
|
1 |
Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVTs) |
5985 |
1 |
Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVTs) |
5987 |
1 |
Intertie Cabinet KL2: MPSN #2 500kV |
5991 |
Exhibit B
Description of Land
A parcel of land located in the S 1/2 of the NW 1/4 and the N 1/2 of the SW 1/4 and the S 1/2 of the NE 1/4 of Section 11, T. 1S., R. 3W., B.M., Owyhee County, Idaho, more particularly described as follows: Commencing at an aluminum cap marking the East 1/4 corner of said Section 11, from which a 5/8 iron pin marking the Northeast corner of said section bears North 00°5135 East, 2634.17 feet; Thence along the mid-section line North 89°1335 West, 96.79 feet to a point lying on the Westerly right-of-way of State Highway 78 and the REAL POINT OF BEGINNING.
Thence continuing along said mid-section line North 89°1335 West, 2575.51 feet to the Center 1/4 of Section11;
Thence along the East line of the Northeast 1/4 of the Southwest 1/4 of said Section 11 South 00°5954 West, 1,317.77 feet to the Center-South 1/16 corner of said Section 11;
Thence along the South line of the said North 1/2 of the Southwest 1/4 of Section 11 North 89°1411 West, 1,993.10 feet;
Thence North 25°5347 West, 203.54 feet;
Thence North 25°4649 East, 2,543.71 feet;
Thence South 64°1311 East, 1,984.81 feet;
Thence South 89°1335 East, 1,723.88 feet to the intersection with the said westerly right-of-way of State Highway 78;
Thence along said westerly right-of-way South 10°4430 East, 336.78 feet to the REAL POINT OF BEGINNING.
And also:
A parcel of land being the Northwest Quarter of the Southeast Quarter of Section 11 Township 1 South, Range 3 West, Boise Meridian, Owyhee County, Idaho, more particularly described as follows:
Beginning at the Northwest corner of said Northwest Quarter of the Southeast Quarter, (Center ¼ corner), said corner monumented with a 5/8 inch diameter iron pin; thence South 89°1327 East, a distance of 1336.21 feet along the Northerly boundary of said Northwest Quarter of the Southeast Quarter to the Northeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 1½ inch diameter aluminum disk; thence
South 00°5601 West, a distance of 1317.48 feet along the Easterly boundary of said Northwest Quarter of the Southeast Quarter to the Southeast corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk: thence
North 89°1416 West, a distance of 1337.76 feet along the Southerly boundary of said Northwest Quarter of the Southeast Quarter to the Southwest corner of said Northwest Quarter of the Southeast Quarter, said corner monumented with a 3-inch diameter B.L.M. aluminum disk; thence
North 01°0002 East, a distance of 1317.80 feet along the Westerly boundary of said Northwest Quarter of the Southeast Quarter to the POINT OF BEGINNING
EXECUTION COPY
Exhibit N
Form of Populus Deed
Recorded at the request of and
When recorded mail to:
Gil Green
Idaho Power Company
P. O. Box 70
Boise, Idaho 83707
DEED
FOR VALUE RECEIVED, PACIFICORP, an Oregon corporation (Grantor), does hereby grant, bargain, sell and convey unto IDAHO POWER COMPANY, an Idaho corporation, whose address is 1221 W. Idaho Street, Boise, Idaho 83702 (Grantee), its successors and assigns, a twenty and eight tenths percent (20.8%) undivided ownership interest, as tenant in common, in the following described equipment, located in Bannock County, Idaho (as described in Exhibit A hereto, hereinafter the Equipment), pursuant to the Joint Purchase and Sale Agreement dated April 30, 2010 (JPSA) between the Grantor and Grantee.
The Equipment described in Exhibit A is located on a parcel of land owned by Grantor situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho, as more particularly described on Exhibit B hereto (the Land).
This deed in not intended in any way to convey any interest in any real property on which the Equipment is located.
The Grantor covenants to the Grantee that Grantor is the owner of the Equipment; that the Equipment is free from Encumbrances other than PacifiCorp Permitted Encumbrances, as each term is defined in the JPSA.
TO HAVE AND TO HOLD said partial ownership interest in the Equipment, unto Grantee, and Grantees successors and assigns forever.
IN WITNESS WHEREOF, the Grantor
has executed this instrument on this ____ day of _______, 2010.
GRANTOR: |
PACIFICORP, an Oregon corporation |
|
|
By: ________________________________ |
|
|
Its: ________________________________ |
STATE OF )
ss.
County of )
On this _____ day of _____________, 2010, before me, the undersigned Notary Public in and for said State, personally appeared _________________, known or identified to me to be the ____________________ of _________________, an Oregon corporation, and the corporation that executed the within instrument, or the person who executed the instrument in behalf of said corporation, and acknowledged to me that such corporation executed the same.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year in this certificate first above written.
Notary Public for
My Commission expires:
Exhibit A
Description of Equipment
The Equipment will include all of the equipment and facilities described below in this Exhibit A which is installed at the Land as of the date of this deed.
The Equipment includes all above ground 345kV
structures, bus, breakers, capacitors, associated equipment and foundations as
listed below. The major equipment included in the Equipment consists of
sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series
capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage
transformers (CCVT), including all components associated with connection of the
Bridger-Populus Transmission Lines (#s 1 and 2), the PopulusBorah Transmission
Lines (#s 1 and 2), the PopulusBen Lomond Transmission Lines (#s 1, 2 and 3)
and the PopulusKinport Transmission Line.
Transmission Line |
|||
Item |
|
Description |
Qnty |
Dead End |
Mono pole steel |
10 |
|
Tangent |
Mono pole steel |
35 |
|
Dead End |
Three pole steel |
10 |
|
|
|
|
|
Substation |
|||
Item |
Description |
Qnty |
|
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors |
13 |
|
|
322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368 |
|
|
|
|
|
|
345 kV breaker |
362kV, 2000A, 50kA, Gas Filled, for shunt reactor |
2 |
|
|
R393, R392 |
|
|
|
|
|
|
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank |
1 |
|
|
C329 |
|
|
|
|
|
|
345 kV switch |
362kV, 3000A, Vertical Break, W/Ground Switch (Line) |
8 |
|
|
|
|
|
345 kV Switch |
362kV, 3000A, Vertical Break (Breaker Isolation) |
20 |
|
|
|
|
|
345 kV Switch |
362kV, 2000A, Vertical Break (Capacitor & Reactor) |
3 |
|
|
|
|
|
345 kV Switch |
362kV, 3000A, Vertical Break, W/Ground Switch |
4 |
|
|
382G, 352G, 383G, 353G |
|
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, No Carrier Accessories |
6 |
|
|
|
|
|
345 kV CCVT |
1550KV BIL, 1800/3000:1, With Carrier Accessories |
5 |
345 kV CT/VT |
CT/VT Metering Units, 345kV |
15 |
|
|
|
|
|
345 kV Capacitor |
|
|
|
|
Bank |
362kV, 220/F275 MVar |
1 |
|
|
|
|
345 kV Series |
|
|
|
|
Capacitor |
347-262 kV, 1550 kV BIL |
2 |
|
|
|
|
345 kV Reactors |
362kV, 100MVA |
2 |
|
|
|
|
|
Insulator |
Station Post, 345kV |
738 |
|
|
|
|
|
Insulator |
Suspension, 345kV |
48 |
|
|
|
|
|
Bus |
Rigid and Wire Bus, Assemblies, and Connectors |
1 |
|
|
|
|
|
Bus |
Rigid & Wire Bus, Ass. & Connectors 345kV Series Capacitor |
2 |
|
|
|
|
|
Security |
Security System, Conduit Installation |
1 |
|
|
|
|
|
Communications |
Power Line Carrier, With All Additional Equipment |
5 |
|
|
|
|
|
Line Traps |
345kV, 3000A |
5 |
|
|
|
|
|
Lightning Arresters |
345 kV, 212kV MCOV |
24 |
|
|
|
|
|
Oil Containment |
System and Foundation |
1 |
|
|
|
|
|
Foundations |
Concrete - Drilled Piers |
5685 Yds |
|
|
|
|
|
Steel |
Structural Steel Supports |
2374881 lbs. |
|
|
|
|
Exhibit B
Description of Land
A parcel of land situate in the East Half and the East Half of the Northwest Quarter of Section 32, Township 11 South, Range 37 East and the Northeast Quarter of the Northeast Quarter of Section 5, Township 12 South, Range 37 East, Boise Meridian, Bannock County, Idaho. The boundaries of said parcel are described as follows, to wit:
Beginning at a point which is 1676.62 feet S.00°5101W along the section line from the Northeast Corner of said Section 32 and running thence S.00°5101W 968.72 feet to the East Quarter Corner of said Section 32; thence S.00°1336E 2645.12 feet to the Southeast Corner of said Section 32; thence S.00°1113W 1303.25 feet along the section line to the Southeast corner of the Northeast Quarter of the Northeast Quarter of said Section 5; thence N.89°3218W 353.00 feet along the south line of said Northeast Quarter of the Northeast Quarter of Section 5; thence N.00°2856E 4336.61 feet; thence N.89°2904W 1090.62 feet; thence S.00°3056W 219.04 feet; thence N.89°2904W 678.13 feet; thence N.00°3056E 434.59 feet; thence S.89°4021W 1892.26 feet to the west line of the East Half of the Northwest Quarter of said Section 32; thence N.00°1747E 390.57 feet along said west line; thence S.89°3102E 3981.75 feet to the point of beginning. The above-described parcel contains 3,523,114 square feet or 80.880 acres, more or less.
EXECUTION COPY
Schedule 1.1(a) Hemingway Transferable Permits
None
Schedule 1.1(b) Idaho Powers Knowledge
Vern Porter V.P., Engineering & Operations
Marsha Leese Manager, Delivery Projects
Doug Dockter Engineering Leader, 500 kV Projects
Mike Bracke Project Leader
Todd Adams Project Leader
Schedule 1.1(c) Idaho Power Permitted Encumbrances
Hemingway BLM Right-of-Way Grant
The Mortgage and Deed of Trust, dated as of October 1, 1937, and indentures supplemental thereto, granted by Idaho Power to Deutsche Bank Trust Company Americas, formerly known as Bankers Trust Company and Stanley Burg, as Trustees.
Schedule 1.1(d) PacifiCorps Knowledge
Lisa Symonds Project Manager
Kenneth Houston Director, Transmission Service
Brian Fritz Director, Transmission Development
John Cupparo Vice President, Transmission
Schedule 1.1(e) PacifiCorp Permitted Encumbrances
Mortgage and Deed of Trust from PacifiCorp to Morgan Guaranty Trust Company of New York (The Bank of New York Mellon Trust Company, N.A., successor), dated as of January 9, 1989, as amended and supplemented by supplemental indentures, including the Twenty-Third Supplemental Indenture, dated January 1, 2009 and recorded in the records of Bannock County, Idaho on June 10, 2009, under Recording No. 20912676
EXECUTION COPY
Schedule 1.1(f) Populus Transferable Permits
None
Schedule 3.1(e) Exceptions to Governmental Authorizations Obtained by Idaho Power
Acceptance of the Hemingway Joint Ownership and Operating Agreement for filing by the Federal Energy Regulatory Commission under Section 205 of the Federal Power Act (filing to occur within five (5) days following the Closing Date)
Schedule 3.1(f) PacifiCorp Acquired Assets - Liabilities
None
Schedule 3.1(g) PacifiCorp Acquired Assets - Title Exceptions
None
Schedule 3.1(h)(i)-A PacifiCorp Acquired Assets - Environmental Permits
EPA NPDES General Construction Permit Number IDR10BZ05 Stormwater Pollution Prevention Plan (SWPPP) for Construction
Owyhee County Subsurface Sewage Disposal Permit
State of Idaho, Department of Water Resources Permit No. 57-11790 (Water Well): 12/1/2009
Schedule 3.1(h)(i)-B PacifiCorp Acquired Assets - Environmental Law and Environmental Permit Exceptions
None
EXECUTION COPY
Schedule 3.1(h)(ii) PacifiCorp Acquired Assets Violation of Environmental Laws and Environmental Permits
None
Schedule 3.1(h)(iii) PacifiCorp Acquired Assets - Releases
None
Schedule 3.1(h)(iv) PacifiCorp Acquired Assets Storage Tanks, etc.
Reactor Oil Containment (open basin)
Schedule 3.1(h)(v) PacifiCorp Acquired Assets Assumed Obligations Under Environmental Laws
Clean Water Act Spill Prevention, Control and Countermeasures (SPCC)
Schedule 3.1(h)(vi) PacifiCorp Acquired Assets - Environmental Reports
For the 500 kV tap lines in-and-out of the Hemingway Substation and covered by the Hemingway BLM Right-of-Way Grant:
Wildlife Baseline Technical Report Hemingway Substation Bureau of Land Management Track: 11/24/2008
Vegetation Baseline Technical Report Hemingway Substation Bureau of Land Management Track: 11/25/2008
Schedule 3.1(k) PacifiCorp Acquired Assets Intellectual Property
None
Schedule 3.1(l) Hemingway Substation Facilities Contracts
Allied Barton Security
ALS Land Surveying
Anderson & Wood Fence & Foundations for In-and-Out
Western Construction Site Work
Energy Erectors Substation
Derek Pearson Wire Fencing
Power Engineers
Material Testing & Inspection (MTI)
All Treasure Valley Septic Services (Portable Toilets)
Utah Yamas Controls
Schweitzer Engineering (SEL)
American Geotechnics, Inc.
Crane West
Sawtooth Water
United Rental
Global Rental
Inland Crane
Westtowns Disposal inc.
Paul R. Russman
Barclay Crane, LLC
Modern Machinery
Western States Equipment
Napa Auto Parts
General Cable - Conductor
Areva Power Circuit Breakers
Siemens Power Transformers, Line Reactors
HD Supply Arrestors
ABB Shunt Capacitor Bank
T&B (Meyers) tubular steel poles
Schedule 3.2(e) Exceptions to Governmental Authorizations Obtained by PacifiCorp
Acceptance of the Populus Joint Ownership and Operating Agreement for filing by the Federal Energy Regulatory Commission under Section 205 of the Federal Power Act (filing to occur within five (5) days following the Closing Date)
Stormwater Pollution Prevention Permit (SWPPP) (to be sought following completion of construction)
Schedule 3.2(f) Idaho Power Acquired Assets - Liabilities
None
Schedule 3.2(g) Idaho Power Acquired Assets - Title Exceptions
None
Schedule 3.2(h)(i)-A Idaho Power Acquired Assets - Environmental Permits
Stormwater Pollution Prevention Permit (SWPPP)
Schedule 3.2(h)(i)-B Idaho Power Acquired Assets - Environmental Law and Environmental Permit Exceptions
None
Schedule 3.2(h)(ii) Idaho Power Acquired Assets Violation of Environmental Laws and Environmental Permits
None
Schedule 3.2(h)(iii) Idaho Power Acquired Assets - Releases
None
Schedule 3.2(h)(iv) Idaho Power Acquired Assets Storage Tanks, etc.
Reactor Oil Containment
Schedule 3.2(h)(v) Idaho Power Acquired Assets Assumed Obligations Under Environmental Laws
Clean Water Act Spill Prevention, Control and Countermeasures (SPCC)
Schedule 3.2(h)(vi) Idaho Power Acquired Assets - Environmental Reports
Threatened and Endangered Species Assessment Report for the Populus 345 Substation, Bannock County, Idaho (September, 2008)
Schedule 3.2(k) Idaho Power Acquired Assets Intellectual Property
None
Schedule 3.2(l) Populus Substation Facilities Contracts
Populus Terminal 345 kV Transmission Line Project, Engineering, Procurement and Construction Contract with Populus Terminal Transmission Partners, dated September 30, 2008
General Electric Series and shunt capacitors
Areva shunt reactors
Schedule 4.2(a) Idaho Power Required Regulatory Approvals Initiated by Idaho Power prior to the Effective Date
None
Schedule 4.2(b) PacifiCorp Required Regulatory Approvals Initiated by PacifiCorp prior to the Effective Date
None
Exhibit 10.70
EXECUTION COPY
HEMINGWAY JOINT OWNERSHIP AND OPERATING AGREEMENT
BETWEEN
IDAHO POWER COMPANY,
AS OWNER AND OPERATOR
AND
PACIFICORP,
AS OWNER
May 3, 2010
EXECUTION COPY
TABLE OF CONTENTS
PAGE |
|||
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION |
2 |
||
1.01 |
Definitions |
2 |
|
1.02 |
Rules of Construction |
9 |
|
ARTICLE II TERM |
10 |
||
2.01 |
Effectiveness of this Agreement |
10 |
|
2.02 |
FERC Filing |
10 |
|
2.03 |
Term |
10 |
|
2.04 |
Termination |
10 |
|
2.05 |
Effect of Termination |
10 |
|
ARTICLE III CONSTRUCTION |
11 |
||
3.01 |
Engineering, Design and Construction of the Jointly-Developed Transmission Facilities |
11 |
|
3.02 |
Interconnection |
11 |
|
3.03 |
Rights-of-Way |
11 |
|
3.04 |
Monthly Reports |
11 |
|
3.05 |
Development and Construction Costs |
12 |
|
ARTICLE IV OWNERSHIP INTERESTS |
12 |
||
4.01 |
Ownership Interests |
12 |
|
4.02 |
Owners Capacity Share |
12 |
|
4.03 |
Qualified Owner |
13 |
|
4.04 |
No Right to Use |
13 |
|
4.05 |
Payments |
13 |
|
4.06 |
Waiver of Partition Rights |
13 |
|
ARTICLE V OPERATOR |
14 |
||
5.01 |
Appointment of Operator |
14 |
|
5.02 |
Authority of Operator |
14 |
|
5.03 |
Standard of Work |
15 |
|
5.04 |
Delegation of Responsibilities |
15 |
|
5.05 |
Governmental Authorizations |
15 |
|
5.06 |
Access |
16 |
i
EXECUTION COPY
5.07 |
Insurance |
17 |
|||
5.08 |
Invoices |
17 |
|||
5.09 |
Disputed Amounts |
18 |
|||
5.1 |
Assistance |
18 |
|||
5.11 |
Remedies |
19 |
|||
ARTICLE VI OPERATION AND MAINTENANCE; CURTAILMENT; |
|||||
INTERCONNECTION WITH THIRD PARTIES; COMMON |
|||||
FACILITIES |
19 |
||||
6.01 |
Operation and Maintenance; Capital Upgrades and Improvements |
19 |
|||
6.02 |
Curtailment |
20 |
|||
6.03 |
Interconnection with Third Parties |
20 |
|||
6.04 |
Common Facilities |
20 |
|||
ARTICLE VII CAPITAL UPGRADES PROPOSED BY AN OWNER |
21 |
||||
7.01 |
Capital Upgrades |
21 |
|||
ARTICLE VIII PHYSICAL DAMAGE TO TRANSMISSION |
|||||
FACILITIES; CONDEMNATION |
23 |
||||
8.01 |
Rebuilding Damaged Facilities |
23 |
|||
8.02 |
Decision not to Rebuild |
24 |
|||
8.03 |
Purchase of Ownership Interest |
24 |
|||
8.04 |
Cooperation |
25 |
|||
8.05 |
Condemnation |
25 |
|||
ARTICLE IX RETIREMENT AND DECOMMISSIONING |
26 |
||||
9.01 |
Decision to Retire Transmission Facilities |
26 |
|||
9.02 |
Costs of Decommissioning |
26 |
|||
9.03 |
Purchase of Ownership Interest |
26 |
|||
9.04 |
Cooperation |
26 |
|||
ARTICLE X INTERCONNECTION |
26 |
||||
10.01 |
Grant of Interconnection |
26 |
|||
10.02 |
Interconnection Operating Procedures |
27 |
|||
10.03 |
Interconnection Energization |
27 |
|||
10.04 |
Metering |
27 |
|||
10.05 |
Service Conditions |
28 |
|||
10.06 |
Survival of Interconnection Provision |
29 |
|||
ii
EXECUTION COPY
ARTICLE XI FORCE MAJEURE |
29 |
||
11.01 |
Force Majeure Defined |
29 |
|
11.02 |
Effect of Force Majeure |
30 |
|
ARTICLE XII EVENTS OF DEFAULT |
30 |
||
12.01 |
Event of Default |
30 |
|
12.02 |
Cure by Non-Defaulting Owner |
31 |
|
12.03 |
Remedies |
31 |
|
ARTICLE XIII REPRESENTATIONS AND WARRANTIES |
32 |
||
13.01 |
Representations and Warranties of PacifiCorp |
32 |
|
13.02 |
Representations and Warranties of Idaho Power |
32 |
|
ARTICLE XIV INDEMNIFICATION |
33 |
||
14.01 |
Indemnities |
33 |
|
14.02 |
Notice and Participation |
34 |
|
14.03 |
Net Amount |
35 |
|
14.04 |
No Release of Insurers |
35 |
|
14.05 |
Mitigation |
35 |
|
14.06 |
Assertion of Claims |
35 |
|
14.07 |
Survival of Obligation |
36 |
|
14.08 |
Limitation on Liability |
36 |
|
ARTICLE XV PROPRIETARY INFORMATION |
36 |
||
15.01 |
Disclosure of Proprietary Information Prohibited |
36 |
|
15.02 |
Disclosure by Representatives |
36 |
|
15.03 |
Permitted Disclosures |
37 |
|
15.04 |
Injunctive Relief |
37 |
|
15.05 |
Publicity |
37 |
|
15.06 |
Proprietary Information Defined |
37 |
|
15.07 |
Survival |
38 |
|
ARTICLE XVI RELIABILITY |
38 |
||
16.01 |
Reliability |
38 |
iii
EXECUTION COPY
ARTICLE XVII TAXES |
38 |
||
17.01 |
No Partnership |
38 |
|
17.02 |
761 Election |
38 |
|
17.03 |
Responsibility for Taxes |
39 |
|
17.04 |
Indemnification |
39 |
|
17.05 |
Determination of Depreciation and Other Matters |
39 |
|
ARTICLE XVIII DISPUTES |
40 |
||
18.01 |
Exclusive Procedure |
40 |
|
18.02 |
Dispute Notices |
40 |
|
18.03 |
Informal Dispute Resolution |
40 |
|
18.04 |
Submission of Dispute to FERC or Approved Courts |
40 |
|
18.05 |
Continued Performance |
41 |
|
ARTICLE XIX ASSIGNMENT |
41 |
||
19.01 |
Prohibited Transfers and Assignments |
41 |
|
19.02 |
Permitted Assignments and Transfers |
41 |
|
ARTICLE XX MISCELLANEOUS |
42 |
||
20.01 |
Notices |
42 |
|
20.02 |
Entire Agreement |
43 |
|
20.03 |
Parties Bound |
44 |
|
20.04 |
Amendments |
44 |
|
20.05 |
Waivers |
44 |
|
20.06 |
Choice of Law |
44 |
|
20.07 |
Headings |
44 |
|
20.08 |
Relationship of Parties |
44 |
|
20.09 |
Severability |
45 |
|
20.10 |
No Third Party Beneficiaries |
45 |
|
20.11 |
Further Assurances |
45 |
|
20.12 |
Conflict of Interest |
45 |
|
20.13 |
Counterparts |
45 |
iv
EXECUTION COPY
EXHIBITS |
|
|||
Exhibit A |
Description of Transmission Facilities and Common Facilities |
|
||
Exhibit B |
[Intentionally omitted.] |
|
||
Exhibit C |
Ownership Interests |
|
||
Exhibit D |
[Intentionally omitted.] |
|
||
Exhibit E |
Construction Budget |
|
||
Exhibit F |
Monthly Transmission Facilities O&M Charge |
|
||
and Monthly Common Facilities Charge |
|
|||
Exhibit G |
Point of Interconnection |
|
||
Exhibit H |
Milestones |
|
||
|
||||
|
||||
SCHEDULES |
|
|||
Schedule 13.01(f) |
PacifiCorps Outstanding Governmental Authorizations |
|||
Schedule 13.02(f) |
Idaho Powers Outstanding Governmental Authorizations |
|||
v
EXECUTION COPY
HEMINGWAY JOINT OWNERSHIP AND OPERATING AGREEMENT
This Hemingway Joint Ownership and Operating Agreement, dated this 3 rd day of May, 2010 (the Execution Date ), is between Idaho Power Company, an Idaho corporation, acting in its regulated transmission provider function ( Idaho Power ), and PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function ( PacifiCorp ). Each of Idaho Power and PacifiCorp are sometimes hereinafter referred to individually as Owner and collectively as Owners .
RECITALS:
WHEREAS, Idaho Power owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Hemingway substation (the Hemingway Substation ) which Idaho Power is currently constructing approximately 10 miles southwest of Melba, Idaho to provide additional transfer capability for power to serve Idaho Powers retail and wholesale customers, including power to serve Idaho Powers Treasure Valley electric load, and to provide line terminal connections for additional transmission lines including the Gateway West Transmission Project and Boardman-Hemingway Project;
WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the Midpoint-Summer Lake Line (as defined below) which is located near the Hemingway Substation;
WHEREAS, Idaho Power and PacifiCorp believe that interconnecting the Idaho Power Transmission System at the Hemingway Substation with the PacifiCorp Transmission System on the Midpoint-Summer Lake Line will benefit both of the Owners and their customers;
WHEREAS, Idaho Power and PacifiCorp are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the JPSA ), pursuant to which Idaho Power has sold to PacifiCorp and PacifiCorp has purchased from Idaho Power an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the Transferred Transmission Facilities );
WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that serve the Idaho Power Transmission System and will not be part of the Transmission Facilities (as defined below), but that Idaho Power will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A , the Common Facilities );
WHEREAS, Idaho Power individually owns additional equipment and facilities at the Hemingway Substation that will not be part of the Transmission Facilities, jointly owned by the Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the Idaho Power Individually-Owned Hemingway Facilities ); and
EXECUTION COPY
WHEREAS, PacifiCorp and Idaho Power desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Hemingway Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the Jointly-Developed Transmission Facilities ); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the Transmission Facilities ), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the Idaho Power Transmission System and the PacifiCorp Transmission System at the Hemingway Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, PacifiCorp and Idaho Power agree as follows:
1.01 Definitions . Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:
Affected Party has the meaning given to such term in Section 11.01 .
Affected System has the meaning given to such term in the applicable Owners OATT.
Affected System Operator has the meaning given to such term in the applicable Owners OATT.
Affiliate means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided , however , that in the case of PacifiCorp, Affiliate means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries. For the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with ), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.
Agreement means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.
Amendment has the meaning given to such term in Section 7.01(a) .
Approved Courts has the meaning given to such term in Section 18.04 .
2 |
EXECUTION COPY
Bankrupt means, with respect to any Person, that such Person: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.
Business Days means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.
Capacity Share has the meaning given to such term in Section 4.02 .
Capital Upgrade Notice has the meaning given to such term in Section 7.01 .
Claims has the meaning given to such term in Section 14.01(a) .
Closing Date has the meaning given to such term in the JPSA.
Code has the meaning given to such term in Section 17.02 .
Commercially Reasonable Efforts means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).
Common Facilities has the meaning given to such term in the recitals.
Construction Budget has the meaning given to such term in Section 3.05(b) .
Construction Costs has the meaning given to such term in Section 3.05(a) .
Construction Costs Cap has the meaning given to such term in Section 3.05(b) .
Construction Project has the meaning given to such term in Section 3.01(a) .
Continuing Owner has the meaning given to such term in Section 8.03 .
Costs means, with respect to the Operators construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operators actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operators customary practices, as calculated in accordance with FERCs Uniform System of Accounts.
3 |
EXECUTION COPY
Damaged Facilities has the meaning given to such term in Section 8.01 .
Damage Notice has the meaning given to such term in Section 8.01 .
Decommissioning Notice has the meaning given to such term in Section 9.03 .
Defaulting Owner has the meaning given to such term in Section 12.01 .
Delegate has the meaning given to such term in Section 5.04 .
Dispute has the meaning given to such term in Section 18.01 .
Dispute Notice has the meaning given to such term in Section 18.02 .
Disputing Party has the meaning given to such term in Section 18.02 .
Electing Owner has the meaning given to such term in Section 7.01(a) .
Event of Default has the meaning given to such term in Section 12.01 .
Execution Date has the meaning given to such term in the preamble.
Executive(s) has the meaning given to such term in Section 18.03(a) .
FERC means the Federal Energy Regulatory Commission.
FERC Methodology has the meaning given to such term in Section 5.08(b) .
FERC Uniform System of Accounts means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.
Force Majeure has the meaning given to such term in Section 11.01 .
Good Utility Practice means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).
Governmental Authority means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial,
4 |
EXECUTION COPY
legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including Idaho Power in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.
Governmental Authorizations means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.
Governmental Requirements means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.
Hemingway Access Easement Agreement means the Hemingway Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.
Hemingway Substation has the meaning given to such term in the recitals.
Hemingway-Summer Lake Line means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Hemingway Substation to its terminus at the Summer Lake Substation.
Idaho Power has the meaning given to such term in the preamble.
Idaho Power Transmission System means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Powers retail and wholesale electric service customers.
Idaho Power Individually-Owned Hemingway Facilities has the meaning given to such term in the recitals.
Indemnified Party has the meaning given to such term in Section 14.01(a) .
Indemnifying Party has the meaning given to such term in Section 14.01(a) .
Interconnection means the interconnection of the Hemingway Substation with (i) the Midpoint-Hemingway Line, (ii) the Hemingway-Summer Lake Line, and (iii) the Hemingway 500/230 kV transformer at the Point of Interconnection, in each case, as more specifically described in the diagrams set forth in Exhibit G .
Interconnection Customer has the meaning given to such term in the applicable Owners OATT.
Interconnection Owner has the meaning given to such term in Section 6.03 .
Interrupting Owner has the meaning given to such term in Section 10.05(c) .
5 |
EXECUTION COPY
Jointly-Developed Transmission Facilities has the meaning given to such term in the recitals.
JPSA has the meaning given to such term in the recitals.
Losses mean any and all damages and losses, deficiencies, liabilities, taxes , obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys, accountants, consultants and other professionals fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided , however , that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08 .
Manager has the meaning given to such term in Section 18.03(a) .
Metering Equipment means all metering facilities and equipment to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A .
Midpoint Substation means the existing substation near Jerome, Idaho owned by PacifiCorp.
Midpoint-Hemingway Line means, beginning on the date the Interconnection is energized, the 500 kV transmission line extending from the Midpoint Substation to its terminus at the Hemingway Substation.
Midpoint-Summer Lake Line means (i) with respect to the period beginning on the Execution Date and continuing up to but not including the date the Interconnection is energized, the existing 500 kV transmission line extending from the Midpoint Substation to the Summer Lake Substation, and (ii) with respect to the period beginning on the date the Interconnection is energized through the Term, the Midpoint-Hemingway Line and the Hemingway-Summer Lake Line.
Monthly Common Facilities Charge has the meaning set forth in Exhibit F .
Monthly Transmission Facilities O&M Charge has the meaning set forth in Exhibit F .
NERC means the North American Electric Reliability Council.
Non-Defaulting Owner means an Owner that is not a Defaulting Owner.
Non-Operating Owner means PacifiCorp.
OATT means, with respect to each Owner, the Owners Open Access Transmission Tariff on file with FERC.
6 |
EXECUTION COPY
Operator means Idaho Power Company, in its capacity as Operator under this Agreement.
Other Costs has the meaning given to such term in Section 5.08(a) .
Other Costs Records has the meaning given to such term in Section 5.06(b) .
Owner and Owners has the meaning given to such term in the preamble.
Ownership Interest means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C , as the same may be adjusted from time to time pursuant to Exhibit C .
PacifiCorp has the meaning given to such term in the preamble.
PacifiCorp Transmission System means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorps retail and wholesale electric service customers.
Party means Idaho Power or PacifiCorp individually, and Parties means Idaho Power and PacifiCorp collectively.
Person means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.
Point of Interconnection means the points of interconnection between the Transmission Facilities and each of the Owners Transmission Systems, as described in the diagrams set forth in Exhibit G .
Proprietary Information has the meaning given to such term in Section 15.06 .
Qualified Owner means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.
Reduction Event has the meaning given to such term in Section 6.02 .
Regulations has the meaning given to such term in Section 17.02 .
Reliability Standards means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERCs reliability standards), as such criteria may be adopted or modified from time to time.
Remaining Owner has the meaning given to such term in Section 9.03 .
7 |
EXECUTION COPY
Representatives means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.
Rights-of-Way means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by Idaho Power or its Affiliates.
Summer Lake Substation means the existing substation near Summer Lake, Oregon owned by PacifiCorp.
Tap Line Upgrades has the meaning given to such term in Section 7.01(f) .
Tax Indemnifying Party has the meaning given to such term in Section 17.04 .
Tax Indemnitee Party has the meaning given to such term in Section 17.04 .
Taxes has the meaning given to such term in Section 17.03 .
Term has the meaning given to such term in Section 2.03 .
Transferee has the meaning given to such term in Section 15.01 .
Transferor has the meaning given to such term in Section 15.01 .
Transferred Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities Contracts means (i) the Hemingway Substation Facilities Contracts as defined in the JSPA, (ii) the Right-of-Way Grant IDI-36034 from the United States Department of Interior, Bureau of Land Management to Idaho Power, dated as of June 4, 2009, with respect to portions of the Hemingway Substation site, and (iii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.
Transmission System means, in the case of Idaho Power, the Idaho Power Transmission System, and, in the case of PacifiCorp, the PacifiCorp Transmission System.
Unauthorized Use means the unauthorized use of the generation or transmission facilities of any other Person.
WECC means the Western Electricity Coordinating Council or any successor thereto.
WIS Agreement has the meaning given to such term in Section 14.08(b) .
EXECUTION COPY
1.02 Rules of Construction . The following rules of interpretation shall apply in this Agreement:
9 |
EXECUTION COPY
2.01 Effectiveness of this Agreement . This Agreement shall become effective upon the Execution Date.
2.02 FERC Filing . Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a Rate Schedule within the meaning of Part 35 of FERCs regulations. Each of the Owners shall support this Agreement in its current form at FERC when filed. Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.
2.03 Term . The term of this Agreement ( Term ) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.
2.04 Termination . Subject to Section 2.05 , this Agreement shall terminate if one or more of the following events occur:
(b) In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then: (i) the Operator shall, upon written notice from the Non-Operating
10 |
EXECUTION COPY
3.01 Engineering, Design and Construction of the Jointly-Developed Transmission Facilities .
3.02 Interconnection . PacifiCorp shall take the Midpoint-Summer Lake Line out of service for approximately three consecutive weeks during May, 2010 to enable the Operator to interconnect the Transmission Facilities with the Midpoint-Summer Lake Line. The Operator shall submit a request to PacifiCorp for the specific dates of the outage, the approval of which shall not be unreasonably withheld by PacifiCorp. The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice , so as to minimize outage times.
3.03 Rights-of-Way . The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
3.04 Monthly Reports . Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.
EXECUTION COPY
3.05 Development and Construction Costs .
4.02 Owners Capacity Share . Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission
EXECUTION COPY
Facilities ( Capacity Share ). Subject to Section 6.02 , each Owners Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owners Capacity Share and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners. Any use of the Transmission Facilities, other than as provided for in this Section 4.02 , shall be subject to the prior written approval of both Owners.
4.03 Qualified Owner . Each Owner shall take all actions required to continue to be a Qualified Owner during the Term. If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.
4.04 No Right to Use . For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).
4.05 Payments . All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).
4.06 Waiver of Partition Rights . The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in-common. The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement. Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding. Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owners agreement and adherence to the terms of this Section 4.06 , and would not have entered into this Agreement but for such reliance; and that it would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06 .
13 |
EXECUTION COPY
5.01 Appointment of Operator .
(b) The Owners and the Operator agree that title to all Jointly-Developed Transmission Facilities and capital upgrades and improvements constructed by or on behalf of the Operator pursuant to Section 6.01 shall vest with the Owners and shall be jointly owned by the Owners as tenants-in-common in accordance with their respective Ownership Interests. Title to
14 |
EXECUTION COPY
5.03 Standard of Work . The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
5.04 Delegation of Responsibilities . The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a Delegate ). Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.
5.05 Governmental Authorizations .
(b) To the extent that the Operator cannot obtain a Governmental Authorization pursuant to Section 5.05(a) on behalf of one or both of the Owners, each such Owner shall: (i) be responsible for preparing and submitting to the appropriate Governmental Authority the necessary reports, applications, plans, specifications and other documents to
15 |
EXECUTION COPY
(b) Each Owner may, at its cost, at any time during normal business hours and with reasonable prior notice of not less than ten (10) Business Days, but not more often than once in any twelve (12) month period, inspect and audit the books and records of the Operator and any of its Affiliates and any Delegate (and the Operator shall secure such rights for the Owners from its Affiliates and any Delegate) involved in the provision of services pursuant to this Agreement ( Other Costs Records ), to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement as shown on an invoice provided to the Owners pursuant to Section 5.08 within twelve (12) months prior to the date of the audit notice. The Operator shall, and shall cause any of its relevant Affiliates and any Delegate, to keep and maintain all such Other Costs Records to the extent reasonably relating to the determination of the Other Costs for which the Owners are liable under this Agreement and make such Other Costs Records available to the Owners in accordance with the terms of this Agreement. If any audit discloses that, during such twelve (12)-month period, an overpayment or underpayment of Other Costs has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be resolved pursuant to Section 5.09 . The Owner
16 |
EXECUTION COPY
(a) Owner Insurance . Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities. Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.
(b) Property Insurance .
(i) The Operator, on behalf of the Owners and any other named insureds or loss payees, will: (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages. The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.
(ii) Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities. Coverage may be insured or self-insured, or any combination of insured and self-insured.
(iii) Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.
17 |
EXECUTION COPY
5.09 Disputed Amounts . If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08 , the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest. Any disputed amount shall be resolved pursuant to the provisions of Article XVIII . If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment, or incorrect allocation, until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.
5.10 Assistance . Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator. Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing. Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates
18 |
EXECUTION COPY
take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.
6.01 Operation and Maintenance; Capital Upgrades and Improvements .
19 |
EXECUTION COPY
contrary contained in this Agreement, any maintenance renewals and replacements made pursuant to this Section 6.01(b) shall be Transmission Facilities for purposes of this Agreement.
6.02 Curtailment . The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities ( Reduction Event ), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator. In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public. Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.
6.03 Interconnection with Third Parties . The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owners OATT to which the Interconnection Customers request was made ( Interconnection Owner ). An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request. The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owners OATT. The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owners OATT.
6.04 Common Facilities . The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners. The Operator shall
EXECUTION COPY
supervise and perform, or cause to be supervised and performed, the physical operation and maintenance of the Common Facilities in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners. Subject to Section 5.04 , the Operator may utilize its employees and supervisory personnel, and any independent technical advisors, consultants, contractors and agents which it may select, as may be required to perform the Operators obligations under this Section 6.04 . The obligations performed by the Operator pursuant to this Section 6.04 are included in the services for which the Operator is compensated by the Monthly Common Facilities Charge, and the Operator shall not separately invoice the Owners and the Owners shall not be liable for any of the costs or expenses incurred by or on behalf of the Operator pursuant to this Section 6.04 .
21 |
EXECUTION COPY
22 |
EXECUTION COPY
(f) The Owners agree that the Tap Line Upgrades to the Transmission Facilities shall be permitted, constructed, installed and commissioned by the Operator, provided that the Operator shall delegate such responsibilities to PacifiCorp pursuant to Section 5.04 . The Operator shall use Commercially Reasonable Efforts to construct, install and commission the Tap Line Upgrades during the outage for the Jim Bridger power plant currently scheduled for April, 2011. The Owners shall each be responsible for fifty percent (50%) of all Costs incurred by or on behalf of the Operator in connection with the permitting, construction, installation and commissioning of the Tap Line Upgrades pursuant to this Section 7.01(f) . The Owners agree that the Tap Line Upgrades shall not result in a change to the Owners Ownership Interests or associated Capacity Shares or the Monthly Transmission Facilities O&M Charge. For purposes of this Section 7.01(f) , Tap Line Upgrades means the redesign and upgrade of the interconnection structures connecting the existing 500 kV Midpoint-Summer Lake Line to the Hemingway Substation, including the two tangent and two dead end monopole structures, so as to facilitate hot work off the structures as a means to minimize outages.
8.01 Rebuilding Damaged Facilities . If any of the Transmission Facilities are materially damaged or destroyed (the Damaged Facilities ), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the Damage Notice ) of the Operators good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice. If the Owners or the Operator determines pursuant to this Section 8.01 to
EXECUTION COPY
8.02 Decision not to Rebuild . If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b) , and (c) subject to Section 8.03 , this Agreement shall terminate pursuant to Section 2.04(a) .
8.03 Purchase of Ownership Interest . If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the Continuing Owner ), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners or Operators determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities. The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.
EXECUTION COPY
8.04 Cooperation . If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03 , then, at the Continuing Owners request and expense, the other Owner and the Operator (if the Continuing Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities. This Section 8.04 shall survive the expiration or termination of this Agreement.
8.05 Condemnation . If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings). The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain. If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:
25 |
EXECUTION COPY
9.01 Decision to Retire Transmission Facilities . The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned. If the Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03 , this Agreement shall terminate pursuant to Section 2.04(b) .
9.02 Costs of Decommissioning . Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.
9.03 Purchase of Ownership Interest . Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a Decommissioning Notice ). If the other Owner desires to continue the operation of the Transmission Facilities (the Remaining Owner ), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, the Remaining Owner must give written notice thereof to the other Owner within ninety (90) days of receipt of the other Owners Decommissioning Notice. The Owners shall enter into such documentation as the Remaining Owner shall reasonably request to document the purchase and sale of the Ownership Interest (and Capacity Share) of the other Owner, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of the depreciated cost of the applicable Transmission Facilities.
9.04 Cooperation . If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owners request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities. This Section 9.04 shall survive the expiration or termination of this Agreement.
10.01 Grant of Interconnection . Subject to the terms and conditions in this Article X , the Idaho Power Transmission System and PacifiCorp Transmission System shall be interconnected at the Point of Interconnection.
EXECUTION COPY
10.02 Interconnection Operating Procedures . Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator. The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.
10.03 Interconnection Energization . The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04 , and completion of the operating procedures specified in Section 10.02 . The Parties recognize the need for the approval of an expedited WECC ratings review for Path 14 (Idaho to Northwest ) and Path 75 (Midpoint-Summer Lake) both of which are affected by the Hemingway Substation Interconnection. Idaho Power agrees to intertie the planned Hemingway Substation 230 kV transmission line to the Idaho Power 138 kV Treasure Valley system only after the WECC ratings process is complete The non-simultaneous and simultaneous export ratings of the Midpoint-Summer Lake 500 kV line are presently 1500 MW and 1187 MW respectively. Idaho Power acknowledges the desire to maintain the non-simultaneous export rating of the Midpoint-Summer Lake Line and will mitigate any adverse impacts that the Hemingway Substation causes to the non-simultaneous export rating of the Midpoint-Summer Lake Line which is identified in the WECC rating process in connection with the initial energization of the Hemingway Substation. Such mitigation shall include changes to operating procedures if necessary to achieve this desired rating. The simultaneous export rating of the Midpoint-Summer Lake Line is an allocation of the capability of multiple lines in Path 14, and Idaho Power will support PacifiCorp if a third party raises a challenge to the simultaneous rating of the Midpoint-Summer Lake Line.
10.04 Metering . The Operator shall operate and maintain the Metering Equipment and meters (which are part of the Common Facilities) in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.
27 |
EXECUTION COPY
(c) Interruption of Service . The Owners shall use Commercially Reasonable Efforts, consistent with Good Utility Practice and any applicable Reliability Standards and Governmental Requirements, to provide a physical interconnection to be operated in continuous synchronization at the Point of Interconnection, provided that an Owner ( Interrupting Owner ) may temporarily interrupt or isolate the Interconnection under the following circumstances: (i) by operation of automatic equipment installed for power system protection; (ii) after consultation with the other Owner, other than in an emergency situation where consultation is not practicable, when an Owner deems it necessary for installation, maintenance, inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time that, in the sole
28 |
EXECUTION COPY
10.06 Survival of Interconnection Provision . The provisions of this Article X , together with Articles XI , XII , XIV , XV , XVIII , XIX and XX (to the extent applicable to the surviving provisions of this Article X ), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06 .
11.01 Force Majeure Defined . For purposes of this Agreement, Force Majeure means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure ( Affected Party ), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and
EXECUTION COPY
transportation delays or accidents, but only to the extent otherwise caused by Force Majeure; provided , however , that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.
11.02 Effect of Force Majeure .
12.01 Event of Default . Each of the following events shall constitute an event of default ( Event of Default ) by the defaulting Owner (a Defaulting Owner ):
(b) any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected
30 |
EXECUTION COPY
12.02 Cure by Non-Defaulting Owner . If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02 .
(b) The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement. Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants
EXECUTION COPY
13.01 Representations and Warranties of PacifiCorp . PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:
13.02 Representations and Warranties of Idaho Power . Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:
32 |
EXECUTION COPY
33 |
EXECUTION COPY
14.02 Notice and Participation .
34 |
EXECUTION COPY
14.03 Net Amount . Subject to the limitation in Section 14.02(e), if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV , the amount owing to the Indemnified Party shall be the amount of such Indemnified Partys actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.
14.04 No Release of Insurers . The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.
14.05 Mitigation . Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.
14.06 Assertion of Claims . No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.
35 |
EXECUTION COPY
14.07 Survival of Obligation . The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.
14.08 Limitation on Liability .
15.01 Disclosure of Proprietary Information Prohibited . Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the Transferor ) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the Transferee ) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02 , 15.03 and 15.05 ) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion. Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferors Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.
15.02 Disclosure by Representatives . Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.
36 |
EXECUTION COPY
15.03 Permitted Disclosures . Notwithstanding anything to the contrary contained in this Article XV :
15.04 Injunctive Relief . In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.
15.05 Publicity . Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.
15.06 Proprietary Information Defined . For purposes of this Agreement, Proprietary Information means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be
37 |
EXECUTION COPY
confidential, provided that Proprietary Information shall exclude information falling into any of the following categories:
15.07 Survival . The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.
16.01 Reliability . The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.
17.01 No Partnership . Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners respective Transmission Systems. Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01 .
17.02 761 Election . The Owners intend that, as tenants in common and owners of undivided Ownership Interests, for United States income tax purposes the Owners shall elect in accordance with the provisions of section 761 of the Internal Revenue Code of 1986, as amended
EXECUTION COPY
( Code ), and the applicable income tax regulations thereunder ( Regulations ), to be excluded from all of the provisions of Subchapter K of the Code upon the first occasion in which such election may be filed under these Regulations and that, if such election is not filed, this Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning with the first year of the creation of the tenancy in common as contemplated by this Agreement and that no Owner shall object to any such election.
17.03 Responsibility for Taxes . It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees ( Taxes ), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03 , the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owners Ownership Interest percentage of such Taxes. The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided , however , that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owners Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.
17.04 Indemnification . Each Owner (the Tax Indemnifying Party ) shall indemnify and hold harmless the other Owner (the Tax Indemnitee Party ), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII .
17.05 Determination of Depreciation and Other Matters . Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.
39 |
EXECUTION COPY
18.01 Exclusive Procedure . Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a Dispute ) shall be resolved pursuant to the procedures of this Article XVIII .
18.02 Dispute Notices . If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a Disputing Party ) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the Dispute Notice ). Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing Parties nonetheless will continue to pursue resolution of the Dispute pursuant to this Article XVIII .
18.03 Informal Dispute Resolution .
18.04 Submission of Dispute to FERC or Approved Courts . If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03 , then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03 , submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the Approved Courts ). Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts. Each of PacifiCorp and Idaho Power, in its capacity as an Owner and as the Operator, further 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, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or
EXECUTION COPY
claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.
18.05 Continued Performance . During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.
19.01 Prohibited Transfers and Assignments . Neither Idaho Power nor PacifiCorp shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or otherwise dispose of, in whole or in part, its Ownership Interest (or Capacity Share) in the Transmission Facilities, except as permitted under this Article XIX .
19.02 Permitted Assignments and Transfers . The restrictions set forth in Section 19.01 shall not restrict:
(e) the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of
41 |
EXECUTION COPY
42 |
EXECUTION COPY
If to PacifiCorp: |
PacifiCorp |
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
|
With a copy to: |
PacifiCorp |
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
|
If to Operator: |
Idaho Power Company |
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Manager, Grid Operations |
|
Telephone: 208-388-5669 |
|
With a copy to: |
Idaho Power Company |
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Legal Department |
|
Telephone: 208-388-2300 |
20.02 Entire Agreement . This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof. There are no oral understandings, terms or conditions and neither Owner nor the Operator has
43 |
EXECUTION COPY
relied upon any representation or warranty, expressed or implied, not contained in this Agreement.
20.03 Parties Bound . This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.
20.05 Waivers . No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights. Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.
20.06 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.
20.07 Headings . Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.
20.08 Relationship of Parties . The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or
EXECUTION COPY
partnership covenant, obligation or liability on or with regard to any of the Owners. Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided. No Owner shall be under the control of, or shall be deemed to control, the other Owner. Neither Owner shall have a right nor power to bind the other Owner without its express written consent.
20.09 Severability . In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator. The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.
20.10 No Third Party Beneficiaries . Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.
20.11 Further Assurances . Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.
20.12 Conflict of Interest . Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.
20.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement. Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original. At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.
[SIGNATURE PAGE FOLLOWS]
45 |
EXECUTION COPY
IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Hemingway Joint Ownership and Operating Agreement as of the date first above written.
IDAHO POWER: |
IDAHO POWER COMPANY, |
AS OWNER AND OPERATOR |
|
By: /s/ Dan B. Minor |
|
Name: Dan B. Minor |
|
Title: EVP, Operations |
|
PACIFICORP: |
PACIFICORP, |
AS OWNER |
|
By: /s/ Patrick Reiten |
|
Name: Patrick Reiten |
|
Title: President |
EXECUTION COPY
EXHIBIT A
Description of Transmission Facilities and Common Facilities
Section I. Description of Transmission Facilities. 1
The Transmission Facilities includes all above ground 500kV structures, bus, and equipment and associated foundations starting at the 230kV side of the transformer high-side air break, 501H, to the extents of the station yard where the MPSN (Midpoint Substation) 1 and SMLK (Summer Lake) line terminals depart to the tap line segments. The major equipment included in the Transmission Facilities consists of six 500kV breakers and one spare 500kV breaker (stored on location), seventeen 500kV airbreaks, one SMLK line reactor bank (three 1-phase units), and one shunt capacitor bank and associated barrier fence attached to bus #2. Also included in the Transmission Facilities are 13 control, protection and line carrier panels, 3 intertie cabinets and their associated control cables from the panels to the yard equipment. The Transmission Facilities also includes all components associated with both tap segments for the MPSN 1 and SMLK line terminals extending and connecting to the existing MidpointSummer Lake Line.
STATION |
|
|
|
|
|
QTY |
Equipment Description |
Item |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 4000Amp |
205 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
206 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
1 |
Power Circuit Breaker, 550kV 2000Amp |
204 |
10 |
Local Equipment Annunciator Units for Reactors and Breakers |
|
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
1 |
Shunt Reactor, 317.5/550kV, 44.33 MVA |
201-1 |
|
1 For asset accounting purposes, PacifiCorp may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction. Idaho Power will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.
47 |
EXECUTION COPY
48 |
EXECUTION COPY
|
Bus Support |
|
3 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
110 |
16 |
Steel Structure, Lally, 500kV 1-ph Low Bus Support |
111 |
|
|
|
QTY |
Conductor Description |
Item |
3,500 ft |
Conductor, 6 Aluminum Pipe, Schedule 80, 6063-T6 |
300 |
3,500 ft |
Conductor, 1590 ACSR (Dampening for 6 Bus) |
303 |
20,000 ft |
Conductor, Strain Bus, 1780 ACSS CHUKAR 1.601 Diameter |
304 |
6,750 ft |
Conductor, 3/8 EHS Shield Wire |
306 |
75,615 ft |
Control Cable |
|
|
|
|
QTY |
Panel Description |
P Number |
1 |
Panel E9: SMLK 11-1 (Pri. #1 Relay) |
5933 |
1 |
Panel E10: SMLK 11-2 (Pri. #2 Relay & 535A/536A Control) |
5934 |
1 |
Panel E11: SMLK 11-3 (Pri. #3 Relay) |
5935 |
1 |
Panel E12: SMLK L511 Protection & 511Z Control |
5936 |
1 |
Panel E13: SMLK 511Z BF & Lockout |
5937 |
1 |
Panel F14: RAS A & B (MPSN-HMWY-SMLK Remedial Action) |
5947 |
1 |
Panel G13: MPSN#1 Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5953 |
1 |
Panel G14: SMLK Power Line Carriers (RFL-9780-1, RFL-9780-2) |
5954 |
1 |
Panel H9: MPSN#1 11-1 (Pri. #1 Relay) |
5955 |
1 |
Panel H10: MPSN#1 11-2 (Pri. #2 Relay & 538A/539A Control) |
5956 |
1 |
Panel H11: MPSN#1 11-3 (Pri. #3 Relay) |
5957 |
1 |
Panel L13: C513 11-1 (Pri. #1 Relay & 513W Control) |
5966 |
1 |
Panel L14: C513 11-2 (Pri. #2 Relay) |
5967 |
13 |
Panel Rack and Frames |
|
1 |
Intertie Cabinet EF2: SUMMER LAKE 500kV LINE (535A/536A/511Z/L511/CCVTs) |
5985 |
49 |
EXECUTION COPY
1 |
Intertie Cabinet GH@: MPSN #1 500kV LINE (538A/539A/CCVTs) |
5987 |
|
1 |
Intertie Cabinet KL2: MPSN #2 500kV LINE(FUTURE) / C513 |
5991 |
|
|
|
|
|
QTY |
Foundation Description |
|
|
156 |
Other structures (for Items 101, 103, 106-2, 100, 111) |
|
|
6 |
Deadend Structures (for Items 100-1 and 100-2) |
|
|
78 |
Equipment Structures |
|
|
3 |
Reactor oil containment |
|
|
370 ft |
Fence, Capacitor Bank Barrier |
|
|
6 |
Key Interlock for Capacitor Bank Barrier Fence |
|
|
|
|
|
|
TAP |
|
|
|
|
|
|
|
QTY |
Line Material Description |
|
|
8 |
Dead-end, Single Pole Tubular Steel w/ Foundation |
|
|
2 |
Tangent, Single Pole Tubular Steel w/ Foundation |
|
|
2406 |
Insulator, 10 52-5 b&s 30k |
|
|
6 |
Insulator, Horizontal Post 500kV |
|
|
40,500 ft |
Conductor, 1272 ACSR 45/7 Bitten |
|
|
8,500 ft |
Overhead Ground Wire, 3/8 EHS Steel |
|
|
|
|
||
|
Section II. Description of Common Facilities. |
||
|
Description |
|
|
|
Land |
|
|
|
Site Prep and Improvements |
|
|
|
Fencing |
|
|
|
Grounding |
|
|
|
Cable Trench |
|
|
|
Control Building |
|
|
|
DC Batteries and Chargers |
|
|
|
Local Service |
|
|
|
Cabling and Controls not directly associated with Transmission Facilities above or 230 kV equipment |
|
50 |
EXECUTION COPY
EXHIBIT B
[Intentionally omitted.]
51 |
EXECUTION COPY
EXHIBIT C
Ownership Interests
Owner |
Ownership Interest |
|
|
Idaho Power |
41.0% |
PacifiCorp |
59.0% |
|
|
52 |
EXECUTION COPY
EXHIBIT D
[Intentionally omitted.]
53 |
EXECUTION COPY
EXHIBIT E
Construction Budget
$375,920.00
54 |
EXECUTION COPY
EXHIBIT F
Monthly
Transmission Facilities O& M Charge and
Monthly Common Facilities Charge
1. The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) PacifiCorps Ownership Interest, and (3) the O&M Expense Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Transmission Facilities means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and
(ii) the O&M Expense Factor means 0.2036% per month.
2. The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) PacifiCorps Ownership Interest, and (3) the Common Facilities Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Common Facilities means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of Idaho Power as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and
(ii) the " Common Facilities Factor " means 0.9653% per month .
55 |
EXECUTION COPY
EXHIBIT G
Point of Interconnection
See attached.
56 |
EXECUTION COPY
57 |
EXECUTION COPY
58 |
EXECUTION COPY
EXHIBIT H
Milestones
Milestone |
Milestone Date |
Filing of this Agreement at FERC for approval |
5 Business Days after the Execution Date |
500 kV yard energized |
May 28, 2010 |
WECC ratings approved |
June 15, 2010 |
59 |
EXECUTION COPY
SCHEDULE 13.01(f)
PacifiCorps Outstanding Governmental Authorizations
1. Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.
60 |
EXECUTION COPY
SCHEDULE 13.02(f)
Idaho Powers Outstanding Governmental Authorizations
1. Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.
61 |
Exhibit 10.71
EXECUTION COPY
POPULUS JOINT
OWNERSHIP AND
OPERATING AGREEMENT
BETWEEN
PACIFICORP,
AS OWNER AND OPERATOR
AND
IDAHO POWER COMPANY,
AS OWNER
May 3, 2010
EXECUTION COPY
TABLE OF CONTENTS
Page |
|||
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION |
2 |
||
1.01 |
2 |
||
1.02 |
Rules of Construction |
9 |
|
ARTICLE II TERM |
10 |
||
2.01 |
Effectiveness of this Agreement |
10 |
|
2.02 |
FERC Filing |
10 |
|
2.03 |
Term |
10 |
|
2.04 |
Termination |
10 |
|
2.05 |
Effect of Termination |
10 |
|
ARTICLE III CONSTRUCTION |
11 |
||
3.01 |
Engineering, Design and Construction of the Jointly-Developed |
||
Transmission Facilities |
11 |
||
3.02 |
Interconnection |
11 |
|
3.03 |
Rights-of-Way |
11 |
|
3.04 |
Monthly Reports |
11 |
|
3.05 |
Development and Construction Costs |
12 |
|
ARTICLE IV OWNERSHIP INTERESTS |
12 |
||
4.01 |
Ownership Interests |
12 |
|
4.02 |
Owners Capacity Share |
13 |
|
4.03 |
Qualified Owner |
13 |
|
4.04 |
No Right to Use |
13 |
|
4.05 |
Payments |
13 |
|
4.06 |
Waiver of Partition Rights |
13 |
|
ARTICLE V OPERATOR |
14 |
||
5.01 |
Appointment of Operator. |
14 |
|
5.02 |
Authority of Operator |
14 |
|
5.03 |
Standard of Work |
15 |
|
5.04 |
Delegation of Responsibilities |
15 |
|
5.05 |
Governmental Authorizations |
15 |
|
5.06 |
Access |
16 |
i
EXECUTION COPY
ii
EXECUTION COPY
ARTICLE XI FORCE MAJEURE |
28 |
||
11.01 |
Force Majeure Defined |
28 |
|
11.02 |
Effect of Force Majeure |
29 |
|
ARTICLE XII EVENTS OF DEFAULT |
30 |
||
12.01 |
Event of Default |
30 |
|
12.02 |
Cure by Non-Defaulting Owner |
30 |
|
12.03 |
Remedies |
31 |
|
ARTICLE XIII REPRESENTATIONS AND WARRANTIES |
31 |
||
13.01 |
Representations and Warranties of Idaho Power. |
31 |
|
13.02 |
Representations and Warranties of PacifiCorp. |
32 |
|
ARTICLE XIV INDEMNIFICATION |
32 |
||
14.01 |
Indemnities. |
32 |
|
14.02 |
Notice and Participation |
33 |
|
14.03 |
Net Amount |
34 |
|
14.04 |
No Release of Insurers |
34 |
|
14.05 |
Mitigation |
35 |
|
14.06 |
Assertion of Claims |
35 |
|
14.07 |
Survival of Obligation |
35 |
|
14.08 |
Limitation on Liability. |
35 |
|
ARTICLE XV PROPRIETARY INFORMATION |
35 |
||
15.01 |
Disclosure of Proprietary Information Prohibited |
35 |
|
15.02 |
Disclosure by Representatives |
36 |
|
15.03 |
Permitted Disclosures |
36 |
|
15.04 |
Injunctive Relief |
36 |
|
15.05 |
Publicity. |
36 |
|
15.06 |
Proprietary Information Defined |
36 |
|
15.07 |
Survival |
37 |
|
ARTICLE XVI RELIABILITY |
37 |
||
16.01 |
Reliability |
37 |
|
ARTICLE XVII TAXES |
37 |
||
17.01 |
No Partnership |
37 |
|
17.02 |
761 Election |
37 |
|
17.03 |
Responsibility for Taxes |
38 |
iii
EXECUTION COPY
17.04 |
Indemnification |
38 |
|
17.05 |
Determination of Depreciation and Other Matters |
38 |
|
ARTICLE XVIII DISPUTES |
38 |
||
18.01 |
Exclusive Procedure |
38 |
|
18.02 |
Dispute Notices |
38 |
|
18.03 |
Informal Dispute Resolution |
39 |
|
18.04 |
Submission of Dispute to FERC or Approved Courts |
39 |
|
18.05 |
Continued Performance |
39 |
|
ARTICLE XIX ASSIGNMENT |
39 |
||
19.01 |
Prohibited Transfers and Assignments |
39 |
|
19.02 |
Permitted Assignments and Transfers |
40 |
|
ARTICLE XX MISCELLANEOUS |
41 |
||
20.01 |
Notices |
41 |
|
20.02 |
Entire Agreement |
42 |
|
20.03 |
Parties Bound |
42 |
|
20.04 |
Amendments |
43 |
|
20.05 |
Waivers |
43 |
|
20.06 |
Choice of Law |
43 |
|
20.07 |
Headings |
43 |
|
20.08 |
Relationship of Parties |
43 |
|
20.09 |
Severability |
44 |
|
20.1 |
No Third Party Beneficiaries |
44 |
|
20.11 |
Further Assurances |
44 |
|
20.12 |
Conflict of Interest |
44 |
|
20.13 |
Counterparts |
44 |
iv
EXECUTION COPY
v
EXECUTION COPY
POPULUS JOINT OWNERSHIP AND OPERATING AGREEMENT
This Populus Joint Ownership and Operating Agreement, dated this 3 rd day of May, 2010 (the Execution Date ), is between PacifiCorp, an Oregon corporation, acting in its regulated transmission provider function ( PacifiCorp ), and Idaho Power, an Idaho corporation, acting in its regulated transmission provider function ( Idaho Power ). Each of PacifiCorp and Idaho Power are sometimes hereinafter referred to individually as Owner and collectively as Owners .
RECITALS:
WHEREAS, PacifiCorp owns and operates certain facilities for the transmission of electric power and energy in interstate commerce, including the 345 kV Populus substation (the Populus Substation ) which PacifiCorp is currently constructing near Downey, Idaho to provide additional transfer capability for power to serve PacifiCorps retail and wholesale customers and to provide line terminal connections for existing transmission lines located near the Populus Substation including the Kinport-Bridger Line, the Borah-Bridger Line and the Borah-Ben Lomond Line (each as defined below);
WHEREAS, Idaho Power has contractual rights to a portion of the transmission capacity of the Kinport-Bridger Line and the Borah-Bridger Line, both of which are located near the Populus Substation;
WHEREAS, PacifiCorp and Idaho Power believe that interconnecting the PacifiCorp Transmission System at the Populus Substation with the Kinport-Bridger Line and the Borah-Bridger Line will benefit both of the Owners and their customers;
WHEREAS, PacifiCorp and Idaho Power are parties to that certain Joint Purchase and Sale Agreement, dated as of April 30, 2010 (the JPSA ), pursuant to which PacifiCorp has sold to Idaho Power and Idaho Power has purchased from PacifiCorp an undivided ownership interest in certain transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that were installed at the Hemingway Substation on or before the Closing Date, the Transferred Transmission Facilities );
WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that serve the PacifiCorp Transmission System and will not be part of the Transmission Facilities (as defined below), but that PacifiCorp will make available to support the operation of the Transmission Facilities (as further described in Section II of Exhibit A , the Common Facilities );
WHEREAS, PacifiCorp individually owns additional equipment and facilities at the Populus Substation that will not be part of the Transmission Facilities, jointly owned by the Parties, or part of the Common Facilities used to support the operation of the Transmission Facilities (the PacifiCorp Individually-Owned Populus Facilities ); and
EXECUTION COPY
WHEREAS, Idaho Power and PacifiCorp desire to memorialize the terms and conditions by which they will: (i) construct and commission additional transmission and interconnection equipment and facilities at the Populus Substation used in connection with the transmission of electric power and energy (consisting of the equipment and facilities described in Section I of Exhibit A that had not been installed at the Hemingway Substation on or before the Closing Date, the Jointly-Developed Transmission Facilities ); (ii) jointly own and develop the Transferred Transmission Facilities and the Jointly-Developed Transmission Facilities (collectively, the Transmission Facilities ), (iii) operate and maintain the Transmission Facilities; (iv) interconnect the PacifiCorp Transmission System and the Transmission Facilities at the Populus Substation; and (v) establish the obligations of the Operator (as defined below) with respect to compliance with Reliability Standards (as defined below) applicable to the Transmission Facilities.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Idaho Power and PacifiCorp agree as follows:
1.01 Definitions . Unless the context otherwise requires, the following capitalized terms have the meanings given to them below:
Affected Party has the meaning given to such term in Section 11.01 .
Affected System has the meaning given to such term in the applicable Owners OATT.
Affected System Operator has the meaning given to such term in the applicable Owners OATT.
Affiliate means, with respect to a Person, each other Person that, directly or indirectly, controls, is controlled by or is under common control with, such designated Person; provided , however , that in the case of PacifiCorp, Affiliate means MidAmerican Energy Holdings Company and its direct and indirect subsidiaries. For the purposes of this definition, control (including with correlative meanings, the terms controlled by and under common control with ), as used with respect to any Person, shall mean (i) the direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (ii) the right to direct the policies or operations of such Person.
Agreement means this Joint Ownership and Operating Agreement (including all Exhibits attached hereto), as the same may be amended and supplemented from time to time in accordance with the terms hereof.
Amendment has the meaning given to such term in Section 7.01(a) .
Approved Courts has the meaning given to such term in Section 18.04 .
2 |
EXECUTION COPY
Bankrupt means, with respect to any Person, that such Person: (i) files a petition or otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause of action under any bankruptcy, insolvency, reorganization or similar law, or has any such petition filed or commenced against it, (ii) makes an assignment or any general arrangement for the benefit of creditors, (iii) otherwise becomes insolvent (however evidenced), (iv) has a liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect to it or any substantial portion of its property or assets, or (v) is generally unable to pay its debts as they fall due.
Ben Lomond-Populus Lines means the three (3) 345 kV transmission lines extending from the Ben Lomond Substation to the Populus Substation.
Ben Lomond Substation means the existing substation located near Ogden, Utah, which is owned by PacifiCorp.
Borah Substation means the existing substation located near Idaho Falls, Idaho, which is owned by Idaho Power.
Borah-Bridger Line means the 345 kV transmission line extending from the Borah Substation to the Bridger Substation.
Borah-Ben Lomond Line means the 345 kV transmission line extending from the Borah Substation to the Ben Lomond Substation.
Borah-Populus Lines means the two (2) 345 kV transmission lines extending from the Borah Substation to the Populus Substation.
Bridger Substation means the existing substation located near Rock Springs, Wyoming, which is jointly owned by Idaho Power and PacifiCorp.
Business Days means any day except a Saturday, Sunday and any day which is a legal holiday or a day on which banking institutions in New York, New York are authorized or obligated by Governmental Requirements to close.
Capacity Share has the meaning given to such term in Section 4.02 .
Capital Upgrade Notice has the meaning given to such term in Section 7.01 .
Claims has the meaning given to such term in Section 14.01(a) .
Closing Date has the meaning given to such term in the JPSA.
Code has the meaning given to such term in Section 17.02 .
Commercially Reasonable Efforts means the level of effort that a reasonable electric utility would take in light of the then known facts and circumstances to accomplish the required action at a then commercially reasonable cost (taking into account the benefits to be gained thereby).
3 |
EXECUTION COPY
Common Facilities has the meaning given to such term in the recitals.
Construction Budget has the meaning given to such term in Section 3.05(b) .
Construction Costs has the meaning given to such term in Section 3.05(a) .
Construction Costs Cap has the meaning given to such term in Section 3.05(b) .
Construction Project has the meaning given to such term in Section 3.01(a) .
Continuing Owner has the meaning given to such term in Section 8.03 .
Costs means, with respect to the Operators construction of facilities pursuant to this Agreement, including the Transmission Facilities and capital upgrades and improvements thereto, or such construction on behalf of the Operator, the Operators actual cost of (i) preliminary surveys and investigations and property acquisitions in connection with such facilities and (ii) the development, design, engineering, procurement and construction of such facilities, including an allowance for funds used during construction and applicable overheads determined in accordance with the Operators customary practices, as calculated in accordance with FERCs Uniform System of Accounts.
Damaged Facilities has the meaning given to such term in Section 8.01 .
Damage Notice has the meaning given to such term in Section 8.01 .
Decommissioning Notice has the meaning given to such term in Section 9.03 .
Defaulting Owner has the meaning given to such term in Section 12.01 .
Delegate has the meaning given to such term in Section 5.04 .
Dispute has the meaning given to such term in Section 18.01 .
Dispute Notice has the meaning given to such term in Section 18.02 .
Disputing Party has the meaning given to such term in Section 18.02 .
Electing Owner has the meaning given to such term in Section 7.01(a) .
Event of Default has the meaning given to such term in Section 12.01 .
Execution Date has the meaning given to such term in the preamble.
Executive(s) has the meaning given to such term in Section 18.03(a) .
FERC means the Federal Energy Regulatory Commission.
FERC Methodology has the meaning given to such term in Section 5.08(b) .
4 |
EXECUTION COPY
FERC Uniform System of Accounts means the Uniform System of Accounts Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act prescribed by FERC, and codified as of the Execution Date at 18 C.F.R. Part 101, as the same may be amended from time to time.
Force Majeure has the meaning given to such term in Section 11.01 .
Good Utility Practice means any of the practices, methods and acts engaged in or approved by a significant portion of the electric utility industry during the relevant time period, or any of the practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at the time the decision was made, would have been expected to accomplish the desired result at a reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including those practices required by Federal Power Act section 215(a)(4), 16 U.S.C. § 824o(a)(4)(2006).
Governmental Authority means any federal, state, local or municipal governmental body; any governmental, quasi-governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy, regulatory or taxing authority or power, including FERC, NERC or any regional reliability council; or any court or governmental tribunal, in each case, having jurisdiction over either Owner (including PacifiCorp in its capacity as Operator) or any of its Affiliates or the ownership, use, operation and maintenance, repair and reconstruction, or retirement and decommissioning of all or a portion of the Transmission Facilities.
Governmental Authorizations means any license, permit, order, approval, filing, waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a Governmental Authority.
Governmental Requirements means all laws, statutes, ordinances, rules, regulations, codes, and similar acts or promulgations or other legally enforceable requirements of any Governmental Authority.
Idaho Power has the meaning given to such term in the preamble.
Idaho Power Transmission System means the transmission facilities owned, controlled or operated by Idaho Power that are used to transmit electricity to Idaho Powers retail and wholesale electric service customers.
Indemnified Party has the meaning given to such term in Section 14.01(a) .
Indemnifying Party has the meaning given to such term in Section 14.01(a) .
Interconnection means the interconnection of the Populus Substation with (i) the Borah-Populus Lines, (ii) the Ben Lomond-Populus Lines, (iii) the Kinport-Populus Line, and (iv) the Populus-Bridger Lines at the Point of Interconnection, in each case, as more specifically described in the one-line diagram set forth in Exhibit G .
5 |
EXECUTION COPY
Interconnection Customer has the meaning given to such term in the applicable Owners OATT.
Interconnection Owner has the meaning given to such term in Section 6.03 .
Interrupting Owner has the meaning given to such term in Section 10.05(c) .
Jointly-Developed Transmission Facilities has the meaning given to such term in the recitals.
JPSA has the meaning given to such term in the recitals.
Kinport-Bridger Line means the 345 kV transmission line extending from the Kinport Substation to the Bridger Substation.
Kinport-Populus Line means the 345 kV transmission line extending from the Kinport Substation to the Populus Substation.
Kinport Substation means the existing substation located near Pocatello, Idaho, which is owned by Idaho Power.
Losses mean any and all damages and losses, deficiencies, liabilities, taxes , obligations, penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not resulting from third party claims, including the costs and expenses of any and all actions and demands, assessments, judgments, settlements and compromises relating thereto and the costs and expenses of attorneys, accountants, consultants and other professionals fees and expenses incurred in the investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of remediation (including, in the case of remediation, all expenses and costs associated with financial assurance); provided , however , that in no event shall Losses include lost profits or damages and losses excluded under Section 14.08 .
Manager has the meaning given to such term in Section 18.03(a) .
Metering Equipment means all metering facilities and equipment, including meters, to be constructed and installed as part of the Transmission Facilities, as further described in Exhibit A .
Monthly Common Facilities Charge has the meaning set forth in Exhibit F .
Monthly Transmission Facilities O&M Charge has the meaning set forth in Exhibit F .
NERC means the North American Electric Reliability Council.
Non-Defaulting Owner means an Owner that is not a Defaulting Owner.
Non-Operating Owner means Idaho Power.
6 |
EXECUTION COPY
OATT means, with respect to each Owner, the Owners Open Access Transmission Tariff on file with FERC.
Operator means PacifiCorp, in its capacity as Operator under this Agreement.
Other Costs has the meaning given to such term in Section 5.08(a) .
Other Costs Records has the meaning given to such term in Section 5.06(b) .
Owner and Owners has the meaning given to such term in the preamble.
Ownership Interest means the tenant-in-common undivided ownership interest of an Owner in the Transmission Facilities which is set forth on Exhibit C , as the same may be adjusted from time to time pursuant to Exhibit C .
PacifiCorp has the meaning given to such term in the preamble.
PacifiCorp Individually-Owned Populus Facilities has the meaning given to such term in the recitals.
PacifiCorp Transmission System means the transmission facilities owned, controlled or operated by PacifiCorp that are used to transmit electricity to PacifiCorps retail and wholesale electric service customers.
Party means PacifiCorp or Idaho Power individually, and Parties means PacifiCorp and Idaho Power collectively.
Person means an individual, partnership, corporation, limited liability company, joint venture, association, trust, unincorporated organization, Governmental Authority, or other form of entity.
Point of Interconnection means the points of interconnection between the Transmission Facilities and PacifiCorps Transmission System, as described in the one-line diagram set forth in Exhibit G .
Populus Access Easement Agreement means the Populus Access Easement Agreement, dated as of approximately even date herewith, entered into by Idaho Power and PacifiCorp.
Populus-Bridger Lines means the two (2) 345 kV transmission lines extending from the Populus Substation to the Bridger Substation.
Populus Substation has the meaning given to such term in the recitals.
Proprietary Information has the meaning given to such term in Section 15.06 .
Qualified Owner means an Owner that has an OATT on file with FERC under which it is authorized to provide transmission service on its transmission system.
Reduction Event has the meaning given to such term in Section 6.02 .
7 |
EXECUTION COPY
Regulations has the meaning given to such term in Section 17.02 .
Reliability Standards means all reliability criteria for system users established by WECC or such other regional or national standard setting body with authority to promulgate or set such criteria (including NERCs reliability standards), as such criteria may be adopted or modified from time to time.
Remaining Owner has the meaning given to such term in Section 9.03 .
Representatives means, in respect of an Owner or Operator, the directors, officers, shareholders, partners, members, employees, agents, consultants, contractors or other representatives of such Owner or Operator.
Rights-of-Way means all rights-of-way, easements and other interests (including fee interests) in real property on which the Transmission Facilities are or will be constructed that are owned by PacifiCorp or its Affiliates.
Tax Indemnifying Party has the meaning given to such term in Section 17.04 .
Tax Indemnitee Party has the meaning given to such term in Section 17.04 .
Taxes has the meaning given to such term in Section 17.03 .
Term has the meaning given to such term in Section 2.03 .
Transferee has the meaning given to such term in Section 15.01 .
Transferor has the meaning given to such term in Section 15.01 .
Transferred Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities has the meaning given to such term in the recitals.
Transmission Facilities Contracts means (i) the Populus Substation Facilities Contracts as defined in the JSPA and (ii) each agreement, instrument or other contract relating to or in connection with the Transmission Facilities that the Operator enters into pursuant to this Agreement.
Transmission System means, in the case of PacifiCorp, the PacifiCorp Transmission System, and, in the case of Idaho Power, the Idaho Power Transmission System.
Unauthorized Use means the unauthorized use of the generation or transmission facilities of any other Person.
WECC means the Western Electricity Coordinating Council or any successor thereto.
WIS Agreement has the meaning given to such term in Section 14.08(b) .
8 |
EXECUTION COPY
1.02 Rules of Construction . The following rules of interpretation shall apply in this Agreement:
9 |
EXECUTION COPY
2.01 Effectiveness of this Agreement . This Agreement shall become effective upon the Execution Date.
2.02 FERC Filing . Within five (5) Business Days after the Execution Date, the Operator, on behalf of the Owners, shall file this Agreement with FERC as a Rate Schedule within the meaning of Part 35 of FERCs regulations. Each of the Owners shall support this Agreement in its current form at FERC when filed. Each Owner shall reasonably cooperate with the Operator with respect to obtaining FERC approval of such FERC filing and provide any information, including testimony, reasonably required by the Operator to comply with the applicable FERC filing requirements.
2.03 Term . The term of this Agreement ( Term ) shall commence upon the Execution Date and shall continue in full force and effect until terminated in accordance with the provisions hereof.
2.04 Termination . Subject to Section 2.05 , this Agreement shall terminate if one or more of the following events occur:
2.05 Effect of Termination .
(b) In the event that this Agreement is terminated pursuant to Section 2.04 and the Non-Operating Owner continues to own all or a portion of the Ownership Interests in the Transmission Facilities, then: (i) the Operator shall, upon written notice from the Non-Operating
10 |
EXECUTION COPY
3.01 Engineering, Design and Construction of the Jointly-Developed Transmission Facilities .
3.02 Interconnection . PacifiCorp shall grant the Operator such access to the Kinport-Bridger Line and Borah-Bridger Line during the requested outage period to enable the Operator to interconnect the Transmission Facilities with the Populus Substation. The Owners and the Operator recognize the need to use Commercially Reasonable Efforts to expedite all work with all due diligence, consistent with Good Utility Practice, so as to minimize outage times.
3.03 Rights-of-Way . The Operator shall maintain the Rights-of-Way in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
3.04 Monthly Reports . Each month prior to the final completion and commissioning of the Transmission Facilities, the Operator shall prepare and deliver to the Owners reasonably detailed status reports, in form and substance reasonably acceptable to the Owners, regarding the implementation of the Construction Project, including (i) any expected delays (and their duration) in achieving any milestone by the respective milestone date as set forth on Exhibit H and (ii) the aggregate amount of Construction Costs incurred to date compared to the budgeted amount of Construction Costs set forth in the Construction Budget.
11 |
EXECUTION COPY
3.05 Development and Construction Costs .
12 |
EXECUTION COPY
4.02 Owners Capacity Share . Each of the Owners shall be entitled to a pro rata share (based on its Ownership Interest) of the bi-directional transmission capacity of the Transmission Facilities ( Capacity Share ). Subject to Section 6.02 , each Owners Capacity Share entitles the Owner to provide and schedule transmission service over the Transmission Facilities to the extent of the Owners Capacity Share and to schedule and transmit an amount of energy commensurate with the Owners Capacity Share over the Transmission Facilities on its own behalf or on behalf of the Owners transmission customers; provided , however , that at no time shall an Owner be entitled to post, sell, schedule or transmit more than its Capacity Share of transmission capacity (and a commensurate amount of energy) on the Transmission Facilities, unless otherwise mutually agreed to in writing by the Owners. Any use of the Transmission Facilities, other than as provided for in this Section 4.02 , shall be subject to the prior written approval of both Owners.
4.03 Qualified Owner . Each Owner shall take all actions required to continue to be a Qualified Owner during the Term. If at any time during the Term an Owner ceases to be a Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner and take all actions required to resume being a Qualified Owner.
4.04 No Right to Use . For the avoidance of doubt, the provisions of this Agreement shall not confer upon either Owner the right to use or transmit energy over any transmission facilities owned by the other Owner (other than the Transmission Facilities as provided for herein).
4.05 Payments . All payments required to be made by or on behalf of the Owners under the terms of this Agreement, including payments to the Operator of the Monthly Transmission Facilities O&M Charge, the Monthly Common Facilities Charge and Other Costs, shall be made to the account or accounts designated by the Owner or Operator to which the payment is owed, by wire transfer (in immediately available funds in the lawful currency of the United States).
4.06 Waiver of Partition Rights . The Owners shall own their undivided Ownership Interests in the Transmission Facilities as tenants-in common. The Owners acknowledge that any exercise of the remedy of partition (whether at law or in equity) of the Transmission Facilities or any portion thereof would be impracticable in view of the purposes and requirements of this Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners intentions and reasonable expectations as well as the consideration upon which each Owner entered into this Agreement. Accordingly, each Owner agrees that during the Term it (a) will not, directly or indirectly, commence, maintain, support or join in any action or proceedings of any kind to partition the Transmission Facilities or any portion thereof, and (b) waives, after consultation with its qualified legal counsel, any and all rights that it may have under this Agreement or applicable Governmental Requirements (whether at law or in equity) or otherwise to commence, maintain, support or join in any such action or proceeding. Each Owner acknowledges that the other Owner has entered into and will perform the terms of this Agreement in reliance upon the other Owners agreement and adherence to the terms of this Section 4.06 , and would not have entered into this Agreement but for such reliance; and that it
EXECUTION COPY
would be unjust and inequitable for any Owner to violate or to seek relief from any provision of this Section 4.06 .
5.01 Appointment of Operator .
14 |
EXECUTION COPY
5.03 Standard of Work . The Operator shall perform all of its obligations under this Agreement as an independent contractor and in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations and without adverse distinction between the Owners.
5.04 Delegation of Responsibilities . The Operator may, in its sole and absolute discretion, delegate all or a portion of its obligations under this Agreement to one or more Persons (each, a Delegate ). Notwithstanding any such delegation, the Operator shall remain responsible and liable for all such delegated obligations in accordance with the terms of this Agreement.
5.05 Governmental Authorizations .
15 |
EXECUTION COPY
16 |
EXECUTION COPY
(a) Owner Insurance . Each of the Owners shall be responsible for obtaining and maintaining during the Term insurance covering their respective legal liabilities related to their Ownership Interest in the Transmission Facilities. Insurance required by this Section 5.07(a) will be placed with appropriate carriers and in amounts in accordance with Good Utility Practice and any applicable Governmental Requirements.
(b) Property Insurance.
(i) The Operator, on behalf of the Owners and any other named insureds or loss payees, will: (A) determine the appropriate property insurance coverages, minimum amounts, self-insured amounts, deductibles and other insurance policy terms; (B) obtain and maintain such property insurance during the Term; and (C) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims under such insurance coverages. The Operator shall be compensated for the costs of obtaining and maintaining such insurance (including any premiums, taxes, and fees, deductibles, self-insurance or non-insured costs) through the Monthly Transmission Facilities O&M Charge.
(ii) Physical damage to substations and equipment therein that is included as part of the Transmission Facilities in types and amounts that are reasonable and customary for similarly situated utilities. Coverage may be insured or self-insured, or any combination of insured and self-insured.
(iii) Insurance for physical damage to the transmission line and any related equipment outside the boundaries of any substation and included as part of the Transmission Facilities shall be fully self-insured.
17 |
EXECUTION COPY
5.09 Disputed Amounts . If the Non-Operating Owner disputes any portion of any amount specified in an invoice delivered by the Operator pursuant to Section 5.08 , the Non-Operating Owner shall pay its total amount of the invoice when due, and, if actually known at the time by the Non-Operating Owner, identify the disputed amount and state that the disputed amount is being paid under protest. Any disputed amount shall be resolved pursuant to the provisions of Article XVIII . If it is determined pursuant to Article XVIII that an overpayment or underpayment has been made by the Non-Operating Owner or the amount of any Other Costs allocated to the Owners on an invoice is incorrect, then (i) in the case of any overpayment by the Non-Operating Owner, the Operator shall promptly return the amount of the overpayment (or credit the amount of the overpayment on the next invoice) to the Non-Operating Owner, (ii) in the case of an underpayment by the Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the underpayment to the Operator (for the benefit of the other Owner), and (iii) in the case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with interest for the period from the date of overpayment, underpayment or incorrect allocation until such amount has been paid or credited against a future invoice calculated in the manner prescribed for calculating interest on refunds under the FERC Methodology.
5.10 Assistance . Each Owner shall cooperate with the Operator promptly, as and when reasonably requested by the Operator, to assist the Operator in the performance of its duties, responsibilities and obligations under this Agreement, including executing and delivering from time to time such additional documents, certificates or instruments, and taking such additional actions, as may be reasonably requested by the Operator. Each Owner shall bear its own costs for providing such cooperation and assistance as requested by the Operator unless the Owners agree otherwise in writing. Nothing in this Agreement shall preclude an Owner from exercising any rights expressly granted it under this Agreement or taking any action (or having its Affiliates
EXECUTION COPY
take any action) with respect to any other transmission project, including any such project that may compete with the Transmission Facilities.
5.11 Remedies .
(a) Notwithstanding any provision to the contrary contained in this Agreement, the Operator shall have no liability to the Non-Operating Owner in connection with the performance of its covenants and obligations under this Agreement, except as provided in this Section 5.11 and Section 14.01(c) . The Non-Operating Owner agrees that it has a duty to mitigate any damages and shall use Commercially Reasonable Efforts to minimize any damages it may incur as a result of the Operators failure to perform or breach of any of its covenants or obligations under this Agreement.
6.01 Operation and Maintenance; Capital Upgrades and Improvements .
19 |
EXECUTION COPY
6.02 Curtailment . The Operator shall notify the Owners as soon as reasonably practicable upon becoming aware of any planned or unplanned event or circumstance, including an emergency condition or a rating study to comply with applicable Governmental Requirements or Reliability Standards, which physically or otherwise reduces or may reduce the amount of transmission capacity on all or a portion of the Transmission Facilities ( Reduction Event ), including the aggregate amount of reduction in the transmission capacity of the Transmission Facilities to the extent known by the Operator. In the event of a Reduction Event, the Operator shall take such actions as the Operator may reasonably deem prudent and necessary to terminate the Reduction Event and to preserve and maintain the reliability, safety, integrity and operability of the applicable Transmission Facilities and to protect the health and safety of the public. Each of the Owners shall provide notice of each Reduction Event in accordance with its respective OATT.
6.03 Interconnection with Third Parties . The Owners acknowledge and agree that all third-party Interconnection Customer requests for interconnection to any of the Transmission Facilities must be coordinated with the Operator and processed in a manner consistent with the Owners OATT to which the Interconnection Customers request was made ( Interconnection Owner ). An Interconnection Owner in receipt of a third-party Interconnection Customer request for interconnection with the Transmission Facilities will promptly notify the Operator and thereafter the Owners and the Operator will coordinate and cooperate to process the interconnection request. The Operator will coordinate the conduct of any studies required to determine the impact of the interconnection request on the Transmission Facilities and the Affected Systems with Affected System Operators, including the Owners, in accordance with the Interconnection Owners OATT. The Operator will include the Owners and such Affected System Operators in all meetings held with Interconnection Customers as required by the Interconnection Owners OATT.
6.04 Common Facilities . The Operator shall make the Common Facilities available to the Owners to support the operation of the Transmission Facilities in accordance with the terms of this Agreement and without adverse distinction between the Owners. The Operator shall
20 |
EXECUTION COPY
supervise and perform,
or cause to be supervised and performed, the physical operation and maintenance
of the Common Facilities in accordance with Good Utility Practice and
applicable Governmental Requirements and Governmental Authorizations and
without adverse distinction between the Owners. Subject to
Section 5.04
,
the Operator may utilize its employees and supervisory personnel, and any
independent technical advisors, consultants, contractors and agents which it
may select, as may be required to perform the Operators obligations under this
Section 6.04
. The obligations performed by the Operator pursuant to
this
Section 6.04
are included in the services for which the Operator is
compensated by the Monthly Common Facilities Charge, and the Operator shall not
separately invoice the Owners and the Owners shall not be liable for any of the
costs or expenses incurred by or on behalf of the Operator pursuant to this
Section
6.04
.
21 |
EXECUTION COPY
(c) The Operator shall design, permit, construct, install and commission any upgrades or improvements to the Transmission Facilities provided for in Section 7.01(a)(ii) in accordance with the final scope of the capital upgrade or improvement established by the Electing Owner pursuant to Section 7.01(a)(ii) , and otherwise in accordance with Good Utility Practice and applicable Governmental Requirements and Governmental Authorizations. The Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator in connection with such capital upgrade or improvement to the Transmission Facilities and title to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as of the date of successful commissioning of such capital upgrade or improvement, written notice of which the Operator shall provide to the Owners, (i) the Owners Ownership Interests shall be adjusted, if at all, in accordance with Exhibit C , (ii) the Owners shall memorialize any revised Ownership Interests in a revised Exhibit C which shall be effective as of the date of successful commissioning of such upgrade or improvement, and (iii) the Operator shall operate and maintain such capital upgrade or improvement in accordance with Section 6.01(a) . In addition, the Owners shall meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with such capital upgrade and improvement between the Owners, including any change in the Owners Capacity Shares; (B) any change in the Monthly Transmission Facilities O&M Charge; and (C) such other matters as the Owners may agree upon, all of which shall be memorialized in an amendment to this Agreement executed by the Owners, including any amendments to the Exhibits hereto; provided , however , that any failure of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be resolved pursuant to the provisions of Article XVIII . Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or improvements provided for in this Section 7.01(c) shall not be Transmission Facilities for purposes of this Agreement.
22 |
EXECUTION COPY
8.01 Rebuilding Damaged Facilities . If any of the Transmission Facilities are materially damaged or destroyed (the Damaged Facilities ), then within thirty (30) days of the date the damage or destruction occurred, the Operator shall deliver to the Owners a written notice (the Damage Notice ) of the Operators good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged Facilities will be repaired or rebuilt within thirty (30) days of the date of the Damage Notice. If the Damage Notice indicates that the total project cost to repair or rebuild the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive of insurance proceeds, then the Operator will determine whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to the Owners within thirty (30) days of the date of the Damage Notice. If the Owners or the Operator determines pursuant to this Section 8.01 to repair or rebuild the Damaged Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with such Damaged Facilities, apply such proceeds (up to its pro rata share based on its Ownership Interest) to the repair and reconstruction of the Damaged Facilities which will be carried out by the Operator, provided that the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b) . The Operator will be responsible for obtaining any necessary Governmental Authorizations to repair or rebuild the Damaged Facilities and determining the manner in which to repair and reconstruct the Damaged Facilities (including the equipment to be used). Each Owner shall reasonably cooperate with and support the Operator in obtaining any such Governmental Authorizations in accordance with Section 5.05(c) . The Operator will cause such repairs or reconstruction to be made so that the Damaged Facilities will be repaired and restored to substantially the same general condition, character and use as existed prior to such damage or destruction. If the cost of such repairs or reconstruction exceeds the insurance proceeds required to be applied to the repair or reconstruction pursuant to this Section 8.01 , then the Owners shall pay, in accordance with their applicable Ownership Interests, the shortfall amount.
23 |
EXECUTION COPY
8.02 Decision not to Rebuild . If the Owners determine pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities, then, in each case, (a) each Owner shall (i) be entitled to retain any insurance proceeds received pursuant to insurance maintained by it with respect to the Damaged Facilities, (ii) receive its share of any revenues from the salvage or sale of the Damaged Facilities and (iii) pay its pro rata share (based on its Ownership Interest) of any costs of removal of parts and equipment from the Damaged Facilities, (b) the Operator shall pay pro rata to the Owners (in accordance with their Ownership Interests) any insurance proceeds received from any property insurance obtained by the Operator pursuant to Section 5.07(b) , and (c) subject to Section 8.03 , this Agreement shall terminate pursuant to Section 2.04(a) .
8.03 Purchase of Ownership Interest . If pursuant to Section 8.01 the Owners determine not to repair or rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities) or the Operator determines that the Damaged Facilities should not be repaired and reconstructed and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the Continuing Owner ), then the Continuing Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner. In order to exercise its option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner, the Continuing Owner must give written notice thereof to the other Owner within thirty (30) days of the Owners or Operators determination pursuant to Section 8.01 not to repair or rebuild the Damaged Facilities. The Owners shall enter into such documentation as the Continuing Owner shall reasonably request to document the purchase and sale of all of the Ownership Interest (and Capacity Share) of the other Owner in the Transmission Facilities, provided that the purchase price of the Ownership Interest (and Capacity Share) of the other Owner shall be equal to the other Owners pro rata share (based on its Ownership Interest) of: (a) the salvage value of the Damaged Facilities, and (b) the depreciated cost of the Transmission Facilities which are not part of the Damaged Facilities.
8.04 Cooperation . If the Continuing Owner seeks to repair or rebuild the Transmission Facilities purchased from the other Owner pursuant to Section 8.03 , then, at the Continuing Owners request and expense, the other Owner and the Operator (if the Continuing Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding of the Damaged Facilities. This Section 8.04 shall survive the expiration or termination of this Agreement.
8.05 Condemnation . If there occurs a loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, as the result of the exercise of the right of condemnation or eminent domain by or on behalf of any Governmental Authority, then the Operator will promptly give notice thereof to the Owners, which notice shall generally describe the nature and extent of such condemnation or eminent domain proceedings (including any negotiations in connection with such proceedings). The Operator shall, in consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities through condemnation or eminent domain. If, as a result of condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities, the Owners shall determine, by mutual agreement, whether:
EXECUTION COPY
9.01 Decision to Retire Transmission Facilities . The Owners will determine in accordance with the terms of this Article IX when the Transmission Facilities are no longer useful for the transmission of electric power and should be retired and decommissioned. If the Owners mutually agree to retire and decommission the Transmission Facilities, then, subject to Section 9.02 and Section 9.03 , this Agreement shall terminate pursuant to Section 2.04(b) .
9.02 Costs of Decommissioning . Each of the Owners shall be responsible for paying its pro rata share (based on its Ownership Interest) of the aggregate amount of all costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, including decommissioning, dismantling, demolishing and removal of equipment, facilities and structures, security, maintenance, disposing of debris, abandonment and all other costs incurred by or on behalf of the Operator to retire permanently the Transmission Facilities from service, net of any amounts recovered in connection with the sale of any retired equipment, facilities and structures.
9.03 Purchase of Ownership Interest . Each Owner shall give written notice to the other Owner when it believes the Transmission Facilities should be retired and decommissioned (each, a Decommissioning Notice ). If the other Owner desires to continue the operation of the Transmission Facilities (the Remaining Owner ), then the Remaining Owner shall have the option to purchase all of the Ownership Interest (and Capacity Share) of the other Owner in the
EXECUTION COPY
Transmission
Facilities. In order to exercise its option to purchase all of the Ownership
Interest (and Capacity Share) of the other Owner in the Transmission
Facilities, the Remaining Owner must give written notice thereof to the other
Owner within ninety (90) days of receipt of the other Owners Decommissioning
Notice. The Owners shall enter into such documentation as the Remaining Owner
shall reasonably request to document the purchase and sale of the Ownership
Interest (and Capacity Share) of the other Owner,
provided
that the
purchase price of the Ownership Interest (and Capacity Share) of the other
Owner shall be equal to the other Owners pro rata share (based on its
Ownership Interest) of the depreciated cost of the applicable Transmission
Facilities.
9.04 Cooperation. If the Remaining Owner seeks to purchase and continue the operation of the Transmission Facilities, then, at the Remaining Owners request and expense, the other Owner and the Operator (if the Remaining Owner is not the Operator) will, for a reasonable period of time, cooperate with and use Commercially Reasonable Efforts to assist the Remaining Owner in the continued operation of the Transmission Facilities. This Section 9.04 shall survive the expiration or termination of this Agreement.
10.01 Grant of Interconnection . Subject to the terms and conditions in this Article X , the PacifiCorp Transmission System and Transmission Facilities shall be interconnected at the Point of Interconnection.
10.02 Interconnection Operating Procedures . Prior to the energization of the Interconnection, the Owners shall develop written operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator. The Owners may, by mutual written agreement, amend and supplement the operating procedures, in accordance with WECC reliability requirements, governing operation of the Interconnection by the Operator.
10.03 Interconnection Energization . The Owners shall energize, or cause to be energized, the Interconnection upon successful completion of acceptance testing of the Interconnection by the Operator, including installation of the Metering Equipment specified in Section 10.04 , and completion of the operating procedures specified in Section 10.02 .
10.04 Metering . The Operator shall operate and maintain the Metering Equipment in accordance with Good Utility Practice and applicable WECC operating guides, protocols and metering guidelines.
26 |
EXECUTION COPY
27 |
EXECUTION COPY
10.06 Survival of Interconnection Provision . The provisions of this Article X , together with Articles XI , XII , XIV , XV , XVIII , XIX and XX (to the extent applicable to the surviving provisions of this Article X ), shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, provided that in the event of expiration or termination of this Agreement, the Parties shall amend this Agreement to reflect such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to conform this Agreement to the surviving provisions of this Agreement in accordance with this Section 10.06 .
11.01 Force Majeure Defined . For purposes of this Agreement, Force Majeure means an event or circumstance beyond the reasonable control of and without the fault or negligence of the Owner or Operator claiming Force Majeure ( Affected Party ), which, despite the exercise of reasonable diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party including, to the extent satisfying the above requirements, acts of God; earthquake; abnormal weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion; fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or specifically at the Affected Party; the binding order of any Governmental Authority, provided that the Affected Party has in good faith reasonably contested such order; the failure to act on the part of any Governmental Authority, provided that such action has been timely requested and diligently pursued; unavailability of equipment, supplies or products, but only to the extent caused by Force Majeure; failure of equipment, provided that the equipment has been operated and maintained in accordance with Good Utility Practice; and transportation delays or accidents, but only to the extent otherwise caused by Force Majeure;
EXECUTION COPY
provided, however, that neither insufficiency of funds, financial inability to perform nor changes in market conditions shall constitute Force Majeure.
11.02 Effect of Force Majeure .
12.01 Event of Default . Each of the following events shall constitute an event of default ( Event of Default ) by the defaulting Owner (a Defaulting Owner ):
(b) any representation or warranty made by such Defaulting Owner herein is false or misleading in any material respect when made, unless (i) the fact, circumstance or condition that is the subject of such representation or warranty is made true within thirty (30) days after notice thereof from the Non-Defaulting Owner, provided that if the fact, circumstance or condition that is the subject of such representation or warranty reasonably cannot be corrected within such thirty (30) day period, then the Defaulting Owner shall have an additional period of
29 |
EXECUTION COPY
12.02 Cure by Non-Defaulting Owner . If a Defaulting Owner fails to cure an Event of Default, then the Non-Defaulting Owner may, in its sole discretion, attempt to cure the Event of Default, provided that the Defaulting Owner shall reimburse the Non-Defaulting Owner for all costs and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.02 .
(a) If an Event of Default occurs and is continuing, then the Non-Defaulting Owner shall be entitled to exercise any of it remedies at law or in equity, including recovery from the Defaulting Owner of any damages suffered as a result of the Event of Default, subject to Section 14.08 . The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate any damages suffered as a result of the Event of Default.
(b) The Owners acknowledge that the obligations and covenants performed by each Owner hereunder are unique and that the Non-Defaulting Owner will be irreparably injured should such obligations and covenants not be consummated in accordance with the terms and conditions of this Agreement. Consequently, the Non-Defaulting Owner will not have an adequate remedy at law if the other Owner shall fail to perform its obligations and covenants hereunder. The Non-Defaulting Owner shall have the right, in addition to any other remedy available under this Agreement, to specific performance of the Defaulting Owners obligations
30 |
EXECUTION COPY
and covenants
hereunder, and the Owners agree not to take a position in any proceeding arising
out of this Agreement to the effect that the Non-Defaulting Party has an
adequate remedy at law.
13.01 Representations and Warranties of Idaho Power . Idaho Power represents and warrants to PacifiCorp as of the Execution Date as follows:
13.02 Representations and Warranties of PacifiCorp . PacifiCorp represents and warrants to Idaho Power as of the Execution Date as follows:
31 |
EXECUTION COPY
32 |
EXECUTION COPY
14.02 Notice and Participation .
33 |
EXECUTION COPY
14.03 Net Amount . Subject to the limitation in Section 14.02(e) , if applicable, in the event that an Indemnifying Party is obligated to indemnify and hold any Indemnified Party harmless under this Article XIV , the amount owing to the Indemnified Party shall be the amount of such Indemnified Partys actual Claims, net of any insurance or other recovery actually received by the Indemnified Party.
14.04 No Release of Insurers . The provisions of this Article XIV shall not be deemed or construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the terms and conditions of valid and collectible insurance policies.
14.05 Mitigation . Each Indemnified Party entitled to indemnification hereunder shall take use Commercially Reasonable Efforts to mitigate all Claims after becoming aware of any event which could reasonably be expected to give rise to any Claims that are indemnifiable or recoverable hereunder or in connection herewith.
14.06 Assertion of Claims . No Claim of any kind shall be asserted against any Owner or the Operator, whether arising out of contract, tort (including negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of competent jurisdiction, or a demand for arbitration is made, within the applicable statute of limitations period for such Claim.
14.07 Survival of Obligation . The duty to indemnify under this Article XIV shall continue in full force and effect notwithstanding the expiration or termination of this Agreement, with respect to any Claim arising out of an event or condition which occurred or existed prior to such expiration or termination.
14.08 Limitation on Liability .
EXECUTION COPY
(a) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement in any action at law or in equity, whether based on contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss of revenue, income, profits or investment opportunities, loss of the use of equipment, or the cost of temporary equipment or services, provided that any fines or penalties levied or imposed by Governmental Authorities shall not be excluded under this Section 14.08(a) as special, incidental, indirect, exemplary, punitive or consequential damages or losses.
(b) Notwithstanding any provision in this Agreement to the contrary, neither Owner nor the Operator shall be liable under this Agreement if and to the extent that the Agreement Limiting Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985 and by PacifiCorp on August 22, 1973 (the WIS Agreement ) is then in effect between the Parties and expressly limits or precludes such liability. Nothing in this Agreement shall amend or otherwise affect in any way the terms and conditions of or liability of the Parties under the WIS Agreement.
15.01 Disclosure of Proprietary Information Prohibited . Any Proprietary Information of a Party (whether in its capacity as Owner or Operator) (the Transferor ) which is disclosed to or otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator) (the Transferee ) incident to this Agreement shall be held in confidence and the Transferee shall not (subject to Sections 15.02 , 15.03 and 15.05 ) publish or otherwise disclose any Proprietary Information of the Transferor to any Person for any reason or purpose whatsoever, or use any Proprietary Information for any purpose other than performance under this Agreement, without the prior written approval of the Transferor, which approval may be granted or withheld by the Transferor in its sole discretion. Without limiting the generality of the foregoing, each Transferee shall observe at a minimum the same safeguards and precautions with regard to the Transferors Proprietary Information which the Transferee observes with respect to its own information of the same or similar kind.
15.02 Disclosure by Representatives . Each Transferee agrees that it will make available Proprietary Information received from a Transferor to its own representatives only on a need-to-know basis, and that all Persons to whom such Proprietary Information is made available will be made aware of the confidential nature of such Proprietary Information, and will be required to agree to hold such Proprietary Information in confidence in accordance with the terms hereof.
15.03 Permitted Disclosures . Notwithstanding anything to the contrary contained in this Article XV :
(a) A Transferee may provide any Proprietary Information to any Governmental Authority having jurisdiction over or asserting a right to obtain such information, provided that (i) such Governmental Authority orders that such Proprietary Information be provided, and (ii) unless prohibited from so doing by applicable Governmental Requirements, the Transferee promptly advises the Transferor of any request for such information by such
35 |
EXECUTION COPY
15.04 Injunctive Relief . In the event of a breach or threatened breach of the provisions of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining the Transferee from such breach or threatened breach. Nothing contained herein shall be construed as prohibiting the Transferor from pursuing any other remedies available at law or equity for such breach or threatened breach of this Agreement.
15.05 Publicity . Any public relations matters, including public announcements and press releases or similar publicity, arising out of or in connection with the terms of this Agreement or the transactions contemplated herein, shall be coordinated and agreed to between the Owners prior to said announcement or release.
15.06 Proprietary Information Defined . For purposes of this Agreement, Proprietary Information means all information, written or oral, which has been or is disclosed by the Transferor, or by any Representative of the Transferor, or which otherwise becomes known to the Transferee, or to any Representative of such Transferee, or any other party in a confidential relationship with, the Transferee, and which (a) relates to matters such as patents, trade secrets, research and development activities, draft or final contracts or other business arrangements, books and records, budgets, cost estimates, pro forma calculations, engineering work product, environmental compliance, vendor lists, suppliers, manufacturing processes, energy consumption, pricing information, private processes, and other similar information, as they may exist from time to time, (b) relates to the existence or the terms, including pricing and other commercial terms, of this Agreement, or (c) the Transferor expressly designates in writing to be confidential, provided that Proprietary Information shall exclude information falling into any of the following categories:
36 |
EXECUTION COPY
15.07 Survival . The provisions of this Article XV shall continue in full force and effect during the Term and for a period of two (2) years thereafter, notwithstanding the expiration or termination of this Agreement, with respect to any Proprietary Information obtained by any Transferee prior to such expiration or termination.
16.01 Reliability . The Operator shall be responsible for compliance with all Reliability Standards applicable to the Owners and the Operator with respect to the Transmission Facilities.
17.01 No Partnership . Nothing in this Agreement shall be deemed to create or constitute a partnership, joint venture or association among the Owners or any of them, the sole purpose of this Agreement being limited to (a) the allocation of the Ownership Interests (and Capacity Share) in the Transmission Facilities and (b) provision for (i) the orderly and efficient construction, repair, modification, rehabilitation, operation and maintenance of the Owners respective separate undivided Ownership Interests in the Transmission Facilities, and (ii) the interconnection of the Owners respective Transmission Systems. Each Owner agrees and covenants that it shall not take or omit to take any action or reporting position with any Governmental Authority contrary to this Section 17.01 .
17.02 761 Election . The Owners intend that, as tenants in common and owners of undivided Ownership Interests, for United States income tax purposes the Owners shall elect in accordance with the provisions of section 761 of the Internal Revenue Code of 1986, as amended ( Code ), and the applicable income tax regulations thereunder ( Regulations ), to be excluded from all of the provisions of Subchapter K of the Code upon the first occasion in which such election may be filed under these Regulations and that, if such election is not filed, this Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning
37 |
EXECUTION COPY
with the first year of
the creation of the tenancy in common as contemplated by this Agreement and
that no Owner shall object to any such election.
17.03 Responsibility for Taxes . It is the intent of the Owners that so far as possible, each Owner shall separately report, promptly and timely file returns with respect to, be responsible for and pay all property, income, franchise, business, or other taxes or fees ( Taxes ), arising out of its Ownership Interests and the matters contemplated by this Agreement, that such Taxes shall be separately levied and assessed against each Owner severally and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and assessed against it without any responsibility of the other Owner with respect thereto and without the amounts thereof being paid and apportioned between the Owners under this Agreement. To the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed against the Transmission Facilities, their operation or the Owners in such a manner as to make impossible the carrying out of the foregoing provisions of this Section 17.03 , the Operator shall report, file returns with respect to and pay such Taxes and each other Owner shall immediately reimburse the Operator for each such Owners Ownership Interest percentage of such Taxes. The Operator shall not have any obligation to contest or to seek refund of such Taxes; provided , however , that the Operator may, by its personnel or counsel of its selection, pursue such administrative or court proceedings as the Operator may determine. Each Owner shall on request pay to the Operator such Owners Ownership Interest percentage of the costs of such proceedings and shall share in any savings resulting from such proceedings in the same proportion. Each Owner agrees to cooperate with the other Owner with respect to reasonable requests for information or other matters with respect to Taxes.
17.04 Indemnification . Each Owner (the Tax Indemnifying Party ) shall indemnify and hold harmless the other Owner (the Tax Indemnitee Party ), on an after-tax basis, from and against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or the Transmission Facilities or any part thereof, to the extent such Taxes are the responsibility of the Tax Indemnifying Party pursuant to this Article XVII .
17.05 Determination of Depreciation and Other Matters . Each Owner shall determine the basis and method it will use for purposes of depreciation and other matters where investment of the Transmission Facilities is relevant.
18.01 Exclusive Procedure . Any dispute, controversy or claim arising out of or relating to this Agreement or the breach, interpretation, termination, performance or validity of this Agreement (each, a Dispute ) shall be resolved pursuant to the procedures of this Article XVIII .
18.02 Dispute Notices . If a Dispute arises between the Owners or between the Operator and one or both of the Owners, then any Party to such Dispute (each, a Disputing Party ) may provide written notice thereof to the other Disputing Party or Disputing Parties, including a detailed description of the subject matter of the Dispute (the Dispute Notice ). Any Disputing Party may seek a preliminary injunction or other provisional judicial remedy if such action is necessary to prevent irreparable harm or preserve the status quo, in which case the Disputing
EXECUTION COPY
Parties nonetheless will continue to pursue resolution of the Dispute
pursuant to this
Article XVIII
.
18.03 Informal Dispute Resolution .
18.04 Submission of Dispute to FERC or Approved Courts . If a Dispute cannot be settled amicably between the Disputing Parties pursuant to Section 18.03 , then any Disputing Party may, in its sole discretion, within one (1) year after the conclusion of the time period for informal dispute resolution specified in Section 18.03 , submit such Dispute (a) to FERC or (b) to the jurisdiction of the state courts situated in Idaho or the United States District Court for the District of Idaho (the Approved Courts ). Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, consents to and accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the Approved Courts. Each of Idaho Power and PacifiCorp, in its capacity as an Owner and as the Operator, further 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, proceeding or other action brought pursuant to this Article XVIII in any of the Approved Courts, and irrevocably waives, to the fullest extent permitted by law, and agrees not to plead or claim in any such Approved Court that any suit, proceeding or other action brought therein has been brought in an inconvenient forum.
18.05 Continued Performance . During the pendency of any Dispute, each Owner and the Operator shall continue to perform all of its respective obligations under this Agreement.
19.01 Prohibited Transfers and Assignments . Neither PacifiCorp nor Idaho Power shall have the right to transfer, assign or otherwise dispose of, in whole or in part, its interest in this Agreement, including its rights, duties and obligations hereunder, nor to transfer, assign or
39 |
EXECUTION COPY
otherwise dispose of,
in whole or in part, its Ownership Interest (or Capacity Share) in the
Transmission Facilities, except as permitted under this
Article XIX
.
19.02 Permitted Assignments and Transfers . The restrictions set forth in Section 19.01 shall not restrict:
(e) the right of any Owner to transfer voluntarily all of its Ownership Interest (and Capacity Share) and all of its rights and obligations in this Agreement (including as part of such transfer, in the case of PacifiCorp, all of its rights and obligations in this Agreement as the Operator) to a third party; provided that: (i) the other Owner, in its sole discretion, approves such transfer and approves the third-party purchaser as having demonstrated that it is financially and technically capable of performing the transferring Owners (and, in the case where PacifiCorp is the transferring Owner, Operators) obligations under this Agreement, and (ii) the other Owner is offered the right of first refusal to purchase such Ownership Interest (and Capacity Share) and all of the transferring Owners rights and obligations in this Agreement (including as part of such transfer, in the case where PacifiCorp is the transferring Owner, all of its rights and obligations in this Agreement as the Operator), on terms no less favorable than those offered to such proposed third-party purchaser; provided , however , that the effectiveness of such assignment shall be conditioned upon the third-party purchaser (A) agreeing in writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the rights and obligations of the
40 |
EXECUTION COPY
(a) Any notice, demand, request or other communication required or permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or Operator giving such notice, demand, request or other communication and shall be hand delivered or sent by certified mail, return receipt requested, or overnight courier to the other Owner and/or Operator at the address set forth below:
If to Idaho Power: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Manager, Grid Operations |
|
Telephone: 208-388-5669 |
|
|
With a copy to: |
Idaho Power Company |
|
1221 West Idaho Street |
|
Boise, ID 83702 |
|
Attn: Legal Department |
|
Telephone: 208-388-2300 |
|
|
If to PacifiCorp: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
41 |
EXECUTION COPY
With a copy to: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
|
|
If to Operator: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Director, Transmission Service |
|
Telephone: 503-813-6712 |
|
|
With a copy to: |
PacifiCorp |
|
825 NE Multnomah Street, Suite 1600 |
|
Portland, OR 97232 |
|
Attn: Legal Department |
|
Telephone: 503-813-5854 |
20.02 Entire Agreement . This Agreement and the Exhibits attached hereto, and the other documents between the Owners referenced herein constitute the entire agreement between the Owners and the Operator and supersede all prior agreements and understandings, whether oral and written, between the Owners and the Operator with respect to the subject matter hereof. There are no oral understandings, terms or conditions and neither Owner nor the Operator has relied upon any representation or warranty, expressed or implied, not contained in this Agreement.
20.03 Parties Bound . This Agreement shall be binding upon each of the Owners and the Operator and their respective successors and permitted assigns.
EXECUTION COPY
20.04 Amendments .
20.05 Waivers . No waiver by any Owner or the Operator of any one or more defaults by any other Owner or the Operator in the performance of any of the provisions of this Agreement shall be construed as a waiver of any other default or defaults whether of a like kind or different nature. Any delay, less than any applicable statutory period of limitations, in asserting or enforcing any rights under this Agreement shall not be deemed a waiver of such rights. Failure of any Owner or the Operator to enforce any provisions hereof shall not be construed to waive such provision, or to affect the validity of this Agreement or any part thereof, or the right of any Owner thereafter to enforce each and every provision thereof.
20.06 Choice of Law . This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho, without giving effect to conflicts of laws principles.
20.07 Headings . Article and Section headings used in this Agreement (including headings used in any Exhibits attached hereto) are for convenience of reference only and shall not affect the construction of this Agreement.
20.08 Relationship of Parties . The covenants, obligations, and liabilities of the Owners are intended to be several and not joint or collective, and nothing herein contained shall ever be construed to create an association, joint venture, trust or partnership, or to impose a trust or partnership covenant, obligation or liability on or with regard to any of the Owners. Each Owner shall be individually responsible for its own covenant, obligations and liability as herein provided. No Owner shall be under the control of, or shall be deemed to control, the other Owner. Neither Owner shall have a right nor power to bind the other Owner without its express written consent.
43 |
EXECUTION COPY
20.09 Severability . In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of the Owners and the Operator. The Owners and the Operator further agree to replace such illegal, void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such illegal, void or unenforceable provision.
20.10 No Third Party Beneficiaries . Nothing express or implied in this Agreement is intended to nor shall be construed to confer upon or give to any Person (other than the Owners and the Operator) any rights or remedies under or by reason of this Agreement or any transaction contemplated herein.
20.11 Further Assurances . Each Owner and the Operator agrees to execute and deliver from time to time such additional documents, and take such additional actions, as may be reasonably required by the other Owner or the Operator to give effect to the purposes and intent hereof.
20.12 Conflict of Interest . Nothing in this Agreement shall prohibit any Owner or the Operator from engaging in or possessing any interest in other projects or business ventures of any nature and description, independently or with others.
20.13 Counterparts . This Agreement may be executed in one or more counterparts, each of which shall be original, and all of which together shall constitute one agreement. Electronic transmission of any signed original document, and retransmission of any signed electronic transmission, shall be the same as delivery of an original. At the request of either Owner or the Operator, the other Owner or the Operator, as applicable, will confirm electronically transmitted signatures by signing an original document.
[SIGNATURE PAGE FOLLOWS]
44 |
EXECUTION COPY
IN WITNESS WHEREOF, each of the Owners has caused its duly authorized representative to execute this Populus Joint Ownership and Operating Agreement as of the date first above written.
PACIFICORP: |
PACIFICORP, |
|
AS OWNER AND OPERATOR |
|
|
|
|
|
By: /s/ Patrick Reiten |
|
Name: Patrick Reiten |
|
Title: President |
|
|
IDAHO POWER: |
IDAHO POWER COMPANY, |
|
AS OWNER |
|
|
|
By: /s/ Dan B. Minor |
|
Name: Dan B. Minor |
|
Title: EVP, Operations |
EXECUTION COPY
EXHIBIT A
Description of Transmission Facilities and Common Facilities
Section I. Description of Transmission Facilities. 1
The Transmission Facilities includes all above ground 345kV structures, bus, breakers, capacitors, associated equipment and foundations as listed below and as shown on the one line drawing attached as Exhibit G which shows the extent of the jointly owned Transmission Facilities at the Populus Substation. The major equipment included in the Transmission Facilities consist of sixteen 345 kV breakers, thirty-five air breaks, two line reactors, two series capacitor banks, one shunt capacitor bank and eleven coupling capacitor voltage transformers (CCVT), including all components associated with connection of the Bridger-Populus Transmission Lines (#s 1 and 2), the PopulusBorah Transmission Lines (#s 1 and 2), the PopulusBen Lomond Transmission Lines (#s 1, 2 and 3) and the PopulusKinport Transmission Line.
Transmission Line |
||
Item |
Description |
Qnty |
Dead End |
Mono pole steel |
10 |
Tangent |
Mono pole steel |
35 |
Dead End |
Three pole steel |
10 |
Substation |
||
Item |
Description |
Qnty |
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, w/Pre-insertion Resistors 13 |
|
322, 327, 328, 342, 343, 346, 347, 348, 362, 363, 366, 367, 368 |
||
345 kV breaker |
362kV, 2000A, 50kA, Gas Filled, for shunt reactor |
2 |
R393, R392 |
||
345 kV breaker |
362kV, 3000A, 50kA, Gas Filled, for Capacitor Bank |
1 |
C329 |
||
345 kV switch |
362kV, 3000A, Vertical Break, W/Ground Switch (Line) |
8 |
345 kV Switch |
362kV, 3000A, Vertical Break (Breaker Isolation) |
20 |
345 kV Switch |
362kV, 2000A, Vertical Break (Capacitor & Reactor) |
3 |
1 For asset accounting purposes, Idaho Power may request unit of property breakdown information with greater detail than shown in this Exhibit A at the conclusion of construction. PacifiCorp will make reasonable and timely accommodation to such a request, not to exceed the level of detail produced for its own internal asset accounting purposes.
46 |
EXECUTION COPY
345 kV Switch |
362kV, 3000A, Vertical Break, W/Ground Switch |
4 |
382G, 352G, 383G, 353G |
||
345 kV CCVT |
1550KV BIL, 1800/3000:1, No Carrier Accessories |
6 |
345 kV CCVT |
1550KV BIL, 1800/3000:1, With Carrier Accessories |
5 |
345 kV CT/VT |
CT/VT Metering Units, 345kV |
15 |
345 kV Capacitor |
||
Bank |
362kV, 220/F275 MVar |
1 |
345 kV Series |
||
Capacitor |
347-262 kV, 1550 kV BIL |
2 |
345 kV Reactors |
362kV, 100MVA |
2 |
Insulator |
Station Post, 345kV |
738 |
Insulator |
Suspension, 345kV |
48 |
Bus |
Rigid and Wire Bus, Assemblies, and Connectors |
1 |
Bus |
Rigid & Wire Bus, Ass. & Connectors 345kV Series Capacitor |
2 |
Security |
Security System, Conduit Installation |
1 |
Communications |
Power Line Carrier, With All Additional Equipment |
5 |
Line Traps |
345kV, 3000A |
5 |
Lightning Arresters |
345 kV, 212kV MCOV |
24 |
Oil Containment |
System and Foundation |
1 |
Foundations |
Concrete - Drilled Piers |
5685 Yds |
Steel |
Structural Steel Supports |
2374881 lbs. |
47 |
EXECUTION COPY
Section II. Description of Common Facilities |
||
Description |
Contract Quantity |
Unit Of Measure |
Fencing & Gates |
|
|
Substation Fencing Furnish and Install (Including Signage) |
9310 |
LF |
Substation Gates Furnish and Install (Including Signage) |
3 |
EA |
Property Boundary Gates, Cattle Guards, etc. Furnish and Install |
1 |
LS |
Substation Fencing Furnish and Install for 345kV Series Capacitors (Including Signage) |
inc. SE.1 |
LF |
Reinforced Concrete |
|
|
Concrete Slab on Grade |
1075 |
CY |
Concrete - Pad and Pedestal |
|
CY |
Concrete - Control House |
|
CY |
Concrete - Miscellaneous (Station Service, Bollards, Security, Etc.) |
|
CY |
Cable Trench |
|
|
Cable Trench w/covers |
8332 |
LF |
Cable Trench w/covers Drivable |
1096 |
LF |
Conduit and Power & Control Cables |
|
|
Conduit, Below and Above Grade |
1 |
LS |
Power Cable |
1 |
LS |
Control Cable |
1 |
LS |
Grounding |
|
|
Below Grade Grounding |
92737 |
LF |
Above Grade Grounding |
22089 |
LF |
Protection & Controls, SCADA & Communications |
|
|
Control, Relay and Annunciator Panels |
37 |
EA |
Relay Communications Equipment; i.e. SEL 2030, Teltone Modem |
1 |
LOT |
Revenue Metering Panels |
8 |
EA |
RTU and Interposition Panel |
1 |
EA |
DFR (i.e. Ametek TR-2000 - 32 Channel with Ethernet Connection) |
|
EA |
SER (i.e. Hathaway 4100 - 256 Points) |
|
EA |
Yard Termination Cabinets |
6 |
EA |
Control House |
|
|
Control House, 28 x 80 |
1 |
LS |
Battery System 125 Vdc, Complete With Rack And Charger, Purchase and Installation |
1 |
LS |
Battery System 48 Vdc, Complete With Rack And Charger, Purchase and Installation |
1 |
LS |
Station Service |
|
|
Install Station Service |
1 |
LS |
Install Standby Generator |
1 |
LS |
48 |
EXECUTION COPY
Automatic Transfer Switch |
1 |
LS |
Install Distribution Service to Substation Boundary |
1 |
LS |
240 VAC, 50A Disconnect Switches, Three Phase System |
1 |
LS |
Fiber Optics Installation |
|
|
String / Sag / ADSS Cable - Overhead including all hardware |
0 |
LF |
Fusion Splice / Enclosure, ADSS To OPGW, Including slack storage and hardware |
inc. in SP.3 |
EA |
ADSS U/G Cable in Place (with innerduct and conduit or in cable trench, including building entry); Furnish and Install |
1900 |
EA |
Quazite Storage Vault / Storage Only |
1 |
EA |
Patch Panel/Termination w/ Fusion Splicing, 48 Fibers |
1 |
EA |
Cable In Place in Building, including innerduct |
100 |
LF |
Fiber Node Equipment, with rack, power, and grounding |
1 |
EA |
Channel Bank and associated Equipment, with rack, power, and grounding |
1 |
EA |
|
|
|
49 |
EXECUTION COPY
EXHIBIT B
[Intentionally omitted.]
50 |
EXECUTION COPY
EXHIBIT C
Ownership Interests
Owner |
Ownership Interest |
|
|
PacifiCorp |
78.2% |
Idaho Power |
20.8% |
|
|
Each Owners percentage Ownership Interest in the Transmission Facilities shall be determined based on the average of the percentage of Transmission Line Capacity of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation that such Owner owns or controls. For purposes of this Exhibit C , Transmission Line Capacity means, in respect of each 345 kV transmission line or transformer that has a connection to the Transmission Facilities at the Populus Substation, the total amount of rated transmission capacity of such transmission line or transformer, provided that the Owners agree that (i) neither the Transmission Line Capacity nor either Owners Ownership Interest shall change as a result of a temporary or permanent change in the rated transmission capacity of any such transmission lines or transformers that are connected to the Transmission Facilities at the Populus Substation on or before December 31, 2010 and (ii) the Transmission Line Capacity and the Owners Ownership Interests shall only change, if at all, when an additional 345 kV transmission line or transformer is interconnected to the Populus Substation after December 31, 2010.
51 |
EXECUTION COPY
EXHIBIT D
[Intentionally omitted.]
52
EXECUTION COPY
EXHIBIT E
Construction Budget
$24,623,483.41
53
EXECUTION COPY
EXHIBIT F
Monthly
Transmission Facilities O& M Charge and
Monthly Common Facilities Charge
1. The Monthly Transmission Facilities O&M Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Transmission Facilities, (2) Idaho Powers Ownership Interest, and (3) the O&M Expense Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Transmission Facilities means the original and actual aggregate Cost of the Transmission Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Transmission Facilities are closed to account; and
(ii) the O&M Expense Factor means 0.1845% per month.
2. The Monthly Common Facilities Charge each month during the Term shall be equal to the product of (1) the Installed Cost of the Common Facilities, (2) Idaho Powers Ownership Interest, and (3) the Common Facilities Factor.
For purposes of this Exhibit F :
(i) Installed Cost of the Common Facilities means the original and actual aggregate Cost of the Common Facilities incurred by or on behalf of PacifiCorp as of the date construction of the Transmission Facilities is completed pursuant to Article III , trued-up to final Cost after all work orders for the construction of the Common Facilities are closed to account; and
(ii) the Common Facilities Factor means 1.022% per month.
54
56 |
EXECUTION COPY
EXHIBIT H
Milestones
Milestone |
Milestone Date |
Filing of this Agreement at FERC for approval |
5 Business Days after the Execution Date |
345 kV yard energized |
October 1, 2010 |
57
EXECUTION COPY
SCHEDULE 13.01(f)
Idaho Power's Outstanding Governmental Authorizations
1. Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.
58
EXECUTION COPY
SCHEDULE 13.02(f)
PacifiCorp's Outstanding Governmental Authorizations
1. Acceptance of this Agreement for filing by FERC under Section 205 of the Federal Power Act.
59
Exhibit 15
August 5, 2010
IDACORP, Inc.
Idaho Power Company
Boise, Idaho
We have reviewed, in accordance
with the standards of the Public Company Accounting Oversight Board (United
States), the unaudited interim financial information of IDACORP, Inc. and
subsidiaries and Idaho Power Company and subsidiary for the periods ended June
30, 2010 and 2009, as indicated in our reports dated August 5, 2010; because we
did not perform audits, we expressed no opinion on that information.
We are aware that our reports
referred to above, which are included in your Quarterly Report on Form 10-Q for
the quarter ended June 30, 2010, are incorporated by reference in Registration
Statement Nos. 333-155498 and 333-155645 on Form S-3 and Registration Statement
Nos. 333-65406, 333-125259, 333-143404, and 333-159855 on Form S-8 of IDACORP,
Inc. and Registration Statement No. 333-166774 on Form S-3 and Registration
Statement No. 333-66496 on Form S-8 of Idaho Power Company.
We also are aware that the
aforementioned reports, pursuant to Rule 436(c) under the Securities Act of
1933, are not considered a part of the Registration Statements prepared or
certified by an accountant or a report prepared or certified by an accountant
within the meaning of Sections 7 and 11 of that Act.
/s/ DELOITTE & TOUCHE LLP
Boise, Idaho
Exhibit 31.1
CERTIFICATION
I, J. LaMont Keen, certify
that:
1. I have reviewed this Quarterly
Report on Form 10-Q, of IDACORP, Inc.;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b)
Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
d)
Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b)
Any fraud, whether or not
material, that involves management or other employees who have a significant
role in the registrant's internal control over financial reporting.
Date: |
August 5, 2010 |
By: |
/s / J. LaMont Keen |
|
J. LaMont Keen |
||
|
President and Chief Executive Officer |
|
Exhibit 31.2
CERTIFICATION
I, Darrel T. Anderson,
certify that:
1. I have reviewed this Quarterly
Report on Form 10-Q, of IDACORP, Inc.;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b)
Designed such internal control
over financial reporting, or caused such internal control over financial
reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally
accepted accounting principles;
c)
Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
August 5, 2010 |
By: |
/s /Darrel T. Anderson |
|
|
|
Darrel T. Anderson |
|
|
|
Executive Vice President - Administrative Services |
|
|
|
and Chief Financial Officer |
|
Exhibit 31.3
CERTIFICATION
I, J. LaMont Keen, certify
that:
1. I have reviewed this Quarterly
Report on Form 10-Q, of Idaho Power Company;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b)
Designed such internal control
over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c)
Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation;
and
d)
Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
August 5, 2010 |
By: |
/s/ J. LaMont Keen |
|
|
|
|
|
J. LaMont Keen |
|
|
|
|
President and Chief Executive Officer |
|
Exhibit 31.4
CERTIFICATION
I, Darrel T. Anderson,
certify that:
1. I have reviewed this Quarterly
Report on Form 10-Q, of Idaho Power Company;
2. Based on my knowledge, this report does not contain
any untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this report;
3. Based on my knowledge, the financial statements,
and other financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))
for the registrant and have:
a)
Designed such disclosure controls
and procedures, or caused such disclosure controls and procedures to be
designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in which this
report is being prepared;
b)
Designed such internal control
over financial reporting, or caused such internal control over financial reporting
to be designed under our supervision, to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted
accounting principles;
c)
Evaluated the effectiveness of the
registrant's disclosure controls and procedures and presented in this report
our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such
evaluation; and
d)
Disclosed in this report any
change in the registrant's internal control over financial reporting that
occurred during the registrant's most recent fiscal quarter (the registrant's
fourth fiscal quarter in the case of an annual report) that has materially
affected, or is reasonably likely to materially affect, the registrant's
internal control over financial reporting; and
5. The registrant's other certifying officer and I
have disclosed, based on our most recent evaluation of internal control over
financial reporting, to the registrant's auditors and the audit committee of
the registrant's board of directors (or persons performing the equivalent
functions):
a)
All significant deficiencies and
material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the
registrant's ability to record, process, summarize and report financial
information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
Date: |
August 5, 2010 |
By: |
/s/ Darrel T. Anderson |
|
|
|
Darrel T. Anderson |
|
|
|
Executive Vice President - Administrative Services |
|
|
|
and Chief Financial Officer |
|
Exhibit 32.1
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of IDACORP, Inc.
(the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the
"Report"), I, J. LaMont Keen, President and Chief Executive Officer
of the Company, certify that:
(1)
The Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ J. LaMont Keen |
J. LaMont Keen |
President and Chief Executive Officer |
August 5, 2010 |
|
Exhibit 32.2
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of IDACORP, Inc.
(the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the
"Report"), I, Darrel T. Anderson, Executive Vice President -
Administrative Services and Chief Financial Officer of the Company, certify
that:
(1)
The Report fully complies with the requirements of Section 13(a) of the
Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.
/s/ Darrel T. Anderson |
Darrel T. Anderson |
Executive Vice President - Administrative Services |
and Chief Financial Officer |
August 5, 2010 |
Exhibit 32.3
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Idaho Power Company (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, J. LaMont Keen, President and Chief Executive Officer of the Company, certify that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ J. LaMont Keen |
J. LaMont Keen |
President and Chief Executive Officer |
August 5, 2010 |
|
Exhibit 32.4
CERTIFICATION
PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Idaho Power Company (the "Company") on Form 10-Q for the quarter ended June 30, 2010 (the "Report"), I, Darrel T. Anderson, Executive Vice President - Administrative Services and Chief Financial Officer of the Company, certify that:
(1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s /Darrel T. Anderson |
Darrel T. Anderson |
Executive Vice President - Administrative Services |
and Chief Financial Officer |
August 5, 2010 |
Exhibit 99
IDACORP
August 5,
2010
IDACORP, Inc. Announces Second Quarter 2010 Results
Annual Earnings Guidance Remains
Unchanged
BOISEIDACORP, Inc. (NYSE:IDA) reported second quarter 2010 net income attributable to IDACORP, Inc. of $39.2 million or $0.82 per diluted share compared to $27.5 million or $0.58 per diluted share in the second quarter of 2009.
Year-to-date, IDACORP recorded net income attributable to IDACORP, Inc. of $55.3 million or $1.15 per diluted share compared to $46.4 million or $0.99 per diluted share for the first six months of 2009. The IDACORP full year 2010 earnings guidance remains in the range of $2.65 to $2.80 per diluted share.
Idaho Power Company, IDACORPs principal subsidiary, reported second quarter net income of $38.8 million compared to $26.3 million in the second quarter of 2009, and net income of $57.0 million year-to-date 2010 compared to net income of $45.6 million for the same period in 2009.
Second quarter sales volumes decreased in all customer classes due to mild temperatures and greater precipitation in the second quarter of this year compared to the same period last year which negatively impacted earnings from operations. Irrigation sales this quarter were notably lower than last years second quarter, added Keen.
Page 1 of 5
Performance Summary
A summary of net income attributable to
IDACORP, Inc. and earnings per diluted share for the three and six months ended
June 30, 2010 and 2009 is as follows (in thousands except per share amounts):
|
Three months ended |
Six months ended |
||||||
|
June 30, |
June 30, |
||||||
|
2010 |
2009 |
2010 |
2009 |
||||
Net income attributable to IDACORP, Inc. |
$ |
39,209 |
$ |
27,475 |
$ |
55,272 |
$ |
46,359 |
Average outstanding shares diluted |
|
48,048 |
|
46,977 |
|
47,966 |
|
46,927 |
Earnings per diluted share |
$ |
0.82 |
$ |
0.58 |
$ |
1.15 |
$ |
0.99 |
The following table presents a reconciliation
of net income attributable to IDACORP, Inc. for the period of three and six
months ended June 30, 2009 to June 30, 2010 (items are in millions and are
before tax unless otherwise noted):
|
Three months |
Six months |
|||||||||
|
ended |
ended |
|||||||||
Net income attributable to IDACORP, Inc. - June 30, 2009 |
$ |
27.5 |
|
|
$ |
46.4 |
|||||
Change in Idaho Power net income before taxes: |
|
|
|
|
|
|
|
|
|||
|
Rate and other regulatory changes, including power |
|
|
|
|
|
|
|
|
||
|
|
cost and fixed cost adjustment mechanisms |
$ |
(0.2) |
|
|
$ |
8.8 |
|
|
|
|
Reduced sales volumes |
|
(5.6) |
|
|
|
(12.4) |
|
|
||
|
Oregon 2007 excess power cost deferral |
|
|
|
|
|
|
|
|
||
|
|
recorded in 2009 |
|
(6.4) |
|
|
|
(6.4) |
|
|
|
|
Increased depreciation expense |
|
(1.9) |
|
|
|
(4.5) |
|
|
||
|
Decreased life insurance gains |
|
(0.5) |
|
|
|
(3.8) |
|
|
||
|
Change in earnings at Bridger Coal Company |
|
2.6 |
|
|
|
(0.3) |
|
|
||
|
Other |
|
2.0 |
|
|
|
- |
|
|
||
Additional accumulated deferred investment tax |
|
|
|
|
|
|
|
|
|||
|
credit (ADITC) amortization |
|
(4.5) |
|
|
|
- |
|
|
||
Decrease in income tax expense excluding additional |
|
|
|
|
|
|
|
|
|||
|
ADITC amortization |
|
27.0 |
|
|
|
30.0 |
|
|
||
Total increase in Idaho Power net income |
|
|
|
12.5 |
|
|
|
11.4 |
|||
Other net decreases, net of tax |
|
|
|
(0.8) |
|
|
|
(2.5) |
|||
|
Net income attributable to IDACORP, Inc. - June 30, 2010 |
$ |
39.2 |
|
|
$ |
55.3 |
||||
|
A decrease in the
estimated annual effective tax rate, primarily resulting from a tax accounting
method change for repair-related expenditures on utility assets for the 2009
tax year, significantly impacted IDACORPs and Idaho Powers results for the second
quarter of 2010. For the quarter ended June 30, 2010, Idaho Power recorded an
estimated net tax benefit of $25.2 million related to the cumulative effect of
the method change (tax years 1999 through 2009) and has included an annual
deduction estimate in its 2010 income tax provision, which resulted in a $3.6
million net tax benefit. Idaho Power also increased its current liability for
uncertain tax positions by $10.9 million.
Based on its current estimates, Idaho Power believes its return on equity in the Idaho retail jurisdiction will exceed 9.5 percent on year-end equity and does not expect the need to amortize additional ADITC for 2010 as allowed under a provision of the 2009 settlement agreement with the Idaho Public Utilities Commission. The agreement allows an additional amortization of up to $25 million of ADITC only if Idaho Powers actual rate of return on year-end equity is below 9.5 percent. As a
Page 2 of 5
result, Idaho Power reversed the $4.5
million of ADITC amortization recorded in the first quarter of 2010. The
reversal of ADITC in the second quarter of 2010 enables Idaho Power to carry
over the credit to future periods, making them available to benefit customers
or shareholders in the future.
Idaho Powers
operating income decreased $13 million for the quarter and $14 million for the
year-to-date compared to the same periods of 2009, primarily due to reduced
sales volumes. Sales volumes were down four percent for the quarter and five
percent year-to-date due to mild, wet weather, economic factors, and energy
conservation. Mild weather reduced electricity demand for heating and cooling,
and wet weather decreased electricity demand for the operation of irrigation
equipment, decreasing sales to irrigation customers 15 percent for the quarter
and year-to-date. Economic conditions in Idaho Powers service area remained
weak and Idaho Power attributes a portion of the reduced sales volumes to these
conditions. While there are some indicators of improvement, overall economic
conditions in the service area have not recovered from the recession. For
instance, unemployment rates are still high relative to historic unemployment
levels and customer growth was modest during the second quarter of 2010. Volume
decreases were partially offset by the fixed cost adjustment mechanism and
lower power supply costs.
Idaho Powers
operating income also decreased due to a $6.4 million Oregon excess power cost
recovery recorded in 2009 that did not recur in 2010. Depreciation expense
increased primarily due to the conversion to Advanced Metering Infrastructure
(AMI). Idaho Power has accelerated depreciation expense for non-AMI meters and
is collecting an offsetting amount in revenues.
Other income was
impacted by lower life insurance benefits as gains recorded in 2009 did not
recur in 2010. Earnings at Bridger Coal Company increased $3 million for the
quarter and remained nearly the same year-to-date due to a change in coal
pricing and an increase in coal deliveries.
Earnings at IDACORPs non-regulated subsidiaries and the holding company declined $0.8 million for the quarter and $2.5 million year-to-date due to the effects of intra-period tax allocations. IDACORP estimates its consolidated group annual effective income tax rate at the holding company in accordance with interim reporting requirements. The estimated annual rate was used in determining income tax expense for the quarter and resulted in an intra-period allocation of expense.
2010 Outlook
Annual Earnings Guidance Remains Unchanged
IDACORP is maintaining its earnings guidance estimate
for 2010 in the range of $2.65 to $2.80 per diluted share. The guidance
incorporates benefits assumed under the settlement agreement approved by the Idaho
Public Utilities Commission among Idaho Power Company, several of Idaho Powers
customers, the Idaho Public Utilities Commission Staff and others with respect
to rates for 2009-2011. It also includes the estimated tax benefits from the
repairs deduction method change, but does not include any potential benefits that
could result from a uniform capitalization settlement with the Internal Revenue
Service.
The current outlook for key operating and financial metrics is as follows:
Page 3 of 5
(1) The range for capital expenditures includes amounts for the Langley Gulch power plant, the Hemingway-Bowmont transmission line, the Hemingway station and expenditures for the siting and permitting of major transmission expansions for the Boardman to Hemingway and Gateway West transmission projects. The range does not include $47 million awarded Idaho Power from the Department of Energy through the American Recovery and Reinvestment Act of 2009. |
(2) The range of estimated hydroelectric generation has been revised to reflect actual generation through June and estimated ranges of generation for the remainder of the year. |
(3) For the six months ended June 30, 2010, non-regulated earnings and holding company expenses resulted in a net loss of $2.5 million, primarily due to the impact of intra-period tax allocation at the holding company. IDACORP expects that combined earnings and holding company expenses will be in the range of breakeven to a positive $3.0 million by year-end. |
More detailed financial information will be
provided in IDACORPs Quarterly Report on Form 10-Q to be filed today with the Securities
and Exchange Commission and posted to the IDACORP Web site at
www.idacorpinc.com
.
Web Cast / Conference Call
IDACORP will hold an analyst conference call today at
2:30 p.m. Mountain Time (4:30 p.m. Eastern Time). All parties interested in
listening may do so through a live Web cast, or by calling (617) 847-8704 for
listen-only mode. The passcode is Idaho. Slides will be included during the
conference call. To access the slide deck, register for the event just prior
to the call at (
www.idacorpinc.com/financials/confcalls.cfm
). A replay
of the conference call will be available on the IDACORP Web site for a period
of 12 months.
Background Information / Safe Harbor Statement
Boise, Idaho-based IDACORP, formed in 1998, is a holding company comprised of Idaho Power Company, a regulated electric utility; IDACORP Financial, a holder of affordable housing projects and other real estate investments; and Ida-West Energy, an operator of small hydroelectric generation projects that satisfy the requirements of the Public Utility Regulatory Policies Act of 1978. To learn more about Idaho Power or IDACORP, visit www.idahopower.com or www.idacorpinc.com.
Certain statements contained in this news release, including statements with respect to future earnings, ongoing operations, and financial conditions, are forward-looking statements within the meaning of federal securities laws and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Although IDACORP and Idaho Power Company believe that the expectations and assumptions reflected in these forward-looking statements are reasonable, these statements involve a number of risks and uncertainties, and actual results may differ materially from the results discussed in the statements. Factors that could cause actual results to differ materially from the forward-looking statements include: the effect of regulatory decisions by the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Federal Energy Regulatory Commission affecting Idaho Powers ability to recover costs and/or earn a reasonable rate of return, including, but not limited to, the disallowance of costs that have been deferred, financings, allowed rates of return, electricity pricing and price structures, acquisition and disposal of assets and facilities, and current or prospective wholesale and retail competition; changes in and compliance with state and federal laws, policies, and regulations, including new interpretations by regulatory and oversight bodies, which include the Federal Energy Regulatory Commission, the North American Electric Reliability Corporation, the Western Electricity Coordinating Council, the Idaho Public Utilities Commission, the Oregon Public Utility Commission, and the Department of Energy of existing policies and regulations that affect the cost of compliance, investigations and audits, penalties, and costs of remediation that may or may not be recoverable through rates; changes
Page 4 of 5
in tax laws or related
regulations or new interpretations of applicable law by the Internal Revenue
Service or state and local taxing jurisdictions, and the availability and use
by IDACORP or Idaho Power of any tax credits; litigation and regulatory
proceedings, including those resulting from the energy situation in the western
United States and the Snake River Basin water rights adjudication, and
penalties, settlements, or awards that influence business and profitability;
changes in and costs of compliance with laws, regulations, and policies
relating to the environment, natural resources, and endangered species and the
adoption of laws and regulations addressing greenhouse gas emissions, global
climate change, and energy policies, particularly with respect to coal-fired
generation facilities, intended to mitigate carbon dioxide, mercury, and other
emissions; global climate change and regional weather variations affecting
customer demand and hydroelectric generation; over-appropriation of surface and
groundwater in the Snake River Basin, including proposals for use of water in
the Snake River Basin for aquifer recharge, resulting in reduced generation at
hydroelectric facilities; construction of power generation, transmission and
distribution facilities, including an inability to obtain required governmental
permits and approvals, rights-of-way and siting, and risks related to
contracting, construction, and start-up; delays and cost increases in
connection with the construction or modification of generating facilities and
other capital projects, which could result in the disallowance of recovery of
certain costs pursuant to the rate determination process; operation of power
generating facilities, including performance below expected levels, breakdown
or failure of equipment, forced outages, availability of electrical
transmission capacity, and the availability of water, natural gas, coal, and
diesel, wind conditions, and their associated delivery infrastructures; changes
in operating expenses and capital expenditures, including costs and
availability of materials, fuel, and commodities, and their impact on Idaho
Powers ability to meet required loads and on the wholesale energy market in
the western United States; blackouts or other disruptions of Idaho Powers
transmission system or the western interconnected transmission system;
population growth rates and changes in residential, commercial, and industrial
growth and demographic patterns within the service area; the continuing effects
of weak economies in the states of Idaho and Oregon and in the United States,
including decreased demand for electricity and reduced revenue from sales of
excess energy during periods of low wholesale market prices, impaired financial
soundness of vendors and service providers, and elevated levels of
uncollectible customer accounts; market prices and demand for energy, including
structural market changes; reductions in credit ratings, which could adversely
impact access to capital markets and would require the posting of additional
collateral to counterparties pursuant to existing power purchase and other arrangements;
increases in uncollectible customer receivables, and the effectiveness of Idaho
Powers risk management policies concerning the creditworthiness of third
parties; results of financing efforts, including the ability to obtain
financing or refinance existing debt when necessary or on favorable terms,
which can be affected by factors such as credit ratings, volatility in the
financial markets, and other economic conditions; performance of the stock
market, interest rates, credit spreads, inflation, and other financial market
conditions, as well as changes in government regulations, which affect, among
other things, the cost of capital and the ability to access the capital
markets, indebtedness obligations, the amount and timing of required
contributions to pension plans, and the reported costs of providing pension and
other postretirement benefits; increases in health care costs and the resulting
effect on medical benefits paid for employees; increasing costs of insurance,
changes in coverage terms, and the ability to obtain insurance; the occurrence
of events that affect homeland security, and acts of war or terrorism; weather
and other natural phenomena such as earthquakes, floods, droughts, lightning,
wind, and fire which, in addition to affecting customer demand for power, could
significantly affect the ability and cost to procure adequate supplies of fuel
or power to serve customers, and could increase the costs to maintain
generating facilities and transmission and distribution system; adoption of or
changes in accounting policies, principles, or estimates; unionization, or the
attempt to unionize, all or part of the companies workforce, and the resulting
effects on production, profitability, and operations; and new accounting or
Securities and Exchange Commission or New York Stock Exchange requirements, or
new interpretations or application of existing requirements. Any such
forward-looking statements should be considered in light of such factors and
others noted in the companies Annual Report on Form 10-K for the year ended
December 31, 2009, Quarterly Reports on Form 10-Q for the quarters ended March
31, 2010 and June 30, 2010, and other reports on file with the Securities and
Exchange Commission. Any forward-looking statement speaks only as of the date
on which such statement is made. New factors emerge from time to time and it
is not possible for management to predict all such factors, nor can it assess
the impact of any such factor on the business or the extent to which any
factor, or combination of factors, may cause results to differ materially from
those contained in any forward-looking statement.
Investor and Analyst Contact |
Media Contact |
|
|
Lawrence F. Spencer |
Echo Chadwick |
Director of Investor Relations |
Corporate Communication |
Phone: (208) 388-2664 |
Phone: (208) 388-6654 |
lspencer@idacorpinc.com |
echadwick@idahopower.com |
|
|
Page 5 of 5