20171129U-170970 - ICNU First Set of Data Requests to Avista.docx

TEL [phone] ● FAX [phone] ● [e-mail]
Suite 400
333 SW Taylor
Portland, OR 97204October 20, 2017
Via Electronic Mail
David J. Meyer, Esq.
Patrick D. Ehrbar
Avista Corporation
PO Box 3727
1411 E. Mission Ave, MSC 27
Spokane, WA 99220-3727
[e-mail]
[e-mail]
Re:Joint Application of Hydro One Ltd. and AvistaCorporation for an Order Authorizing Proposed Transaction
Docket U-170970
Dear Mr. Meyer and Mr. Ehrbar:Enclosed please find the Industrial Customers of Northwest Utilities’(“ICNU”) First Set of Data Requests to Avista Corporation (“Avista”)in the above-referenced matter. Avistahas ten business days to respond to these Data Requests. Please provide your responses by no later than November 3, 2017.Thank you for your attention to this matter. If you have any questions, please do not hesitate to call.Sincerely,
/s/ Haley M. Thomas
Haley M. Thomascc: U-170970Service List
BEFORE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION
In the Matter of the Joint Application of
HYDRO ONE LIMITED and
AVISTA CORPORATION
For an Order Authorizing Proposed
Transaction.
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DOCKET U-170970
THE INDUSTRIAL CUSTOMERS OF NORTHWEST UTILITIES’ FIRST SET OF DATA REQUESTS TO AVISTADated: October 20, 2017DEFINITIONS1.“Documents” refers to all writings and records of every type in your possession, control, or custody, whether or not claimed to be privileged or otherwise excludable from discovery, including but not limited to: testimony and exhibits, memoranda, papers, correspondence, letters, reports (including drafts, preliminary, intermediate, and final reports), surveys, analyses, studies (including economic and market studies), summaries, comparisons, tabulations, bills, invoices, statements of services rendered, charts, books, pamphlets, photographs, maps, bulletins, corporate or other minutes, notes, diaries, log sheets, ledgers, transcripts, microfilm, microfiche, computer data (including Email), computer files, computer tapes, computer inputs, computer outputs and printouts, vouchers, accounting statements, budgets, workpapers, engineering diagrams (including “one-line” diagrams), mechanical and electrical recordings, telephone and telegraphic communications, speeches, and all other records, written, electrical, mechanical, or otherwise, and drafts of any of the above.
“Documents” includes copies of documents, where the originals are not in your possession, custody or control.
“Documents” includes every copy of a document which contains handwritten or other notations or which otherwise does not duplicate the original or any other copy.
“Documents” also includes any attachments or appendices to any document.2.“Identification” and “identify” mean:
When used with respect to a document, stating the nature of the document (e.g., letter, memorandum, corporate minutes); the date, if any, appearing thereon; the date, if known, on which the document was prepared; the title of the document; the general subject matter of the document; the number of pages comprising the document; the identity of each person who wrote, dictated, or otherwise participated in the preparation of the document; the identity of each person who signed or initiated the document; the identity of each person to whom the document was addressed; the identity of each person who received the document or reviewed it; the location of the document; and the identity of each person having possession, custody, or control of the document.
When used with respect to a person, stating his or her full name; his or her most recently known home and business addresses and telephone numbers; his or her present title and position; and his or her present and prior connections or associations with any participant or party to this proceeding.3.“Avista” refers to AvistaCorporation, AvistaUtilities, any affiliated company or subsidiary, or any officer, director or employee of Avista, or any affiliated company.4.“Hydro One” refers to Hydo One Ltd., any affiliated company or subsidiary, or any officer, director or employee of Hydro One, or any affiliated company.5.“WUTC” or the “Commission” refers to the Washington Utilities and Transportation Commission.6.“Person” refers to, without limiting the generality of its meaning, every natural person, corporation, partnership, association (whether formally organized or adhoc), joint venture, unit operation, cooperative, municipality, commission, governmental body or agency, or any other group or organization.7.“Studies” or “study” includes, without limitation, reports, reviews, analyses and audits.8.The terms “and” and “or” shall be construed either disjunctively or conjunctively whenever appropriate in order to bring within the scope of this discovery any information or documents which might otherwise be considered to be beyond their scope.9.The singular form of a word shall be interpreted as plural, and the plural form of a word shall be interpreted as singular, whenever appropriate in order to bring within the scope of this discovery request any information or documents which might otherwise be considered to be beyond their scope.
II.INSTRUCTIONS1.These requests call for all information, including information contained in documents, which relate to the subject matter of the Data Request and which is known or available to you.2.Where a Data Request has a number of separate subdivisions or related parts or portions, a complete response is required to each such subdivision, part or portion. Any objection to a Data Request should clearly indicate the subdivision, part, or portion of the Data Request to which it is directed.3.The time period encompassed by these Data Requests is from 2007 to the present unless otherwise specified.4.Each response should be furnished on a separate page. In addition to hard copy, electronic versions of the document, including studies and analyses, must also be furnished if available. 5.If you cannot answer a Data Request in full, after exercising due diligence to secure the information necessary to do so, state the answer to the extent possible, state why you cannot answer the Data Request in full, and state what information or knowledge you have concerning the unanswered portions.6.If, in answering any of these Data Requests, you feel that any Data Request or definition or instruction applicable thereto is ambiguous, set forth the language you feel is ambiguous and the interpretation you are using in responding to the Data Request.7.If a document requested is unavailable, identify the document, describe in detail the reasons the document is unavailable, state where the document can be obtained, and specify the number of pages it contains.8.If you assert that any document has been destroyed, state when and why it was destroyed and identify the person who directed the destruction. If the document was destroyed pursuant to your document destruction program, identify and produce a copy of the guideline, policy, or company manual describing such document destruction program.9.If you refuse to respond to any Data Request by reason of a claim of privilege, confidentiality, or for any other reason, state in writing the type of privilege claimed and the facts and circumstances you rely upon to support the claim of privilege or the reason for refusing to respond. With respect to requests for documents to which you refuse to respond, identify each such document, and specify the number of pages it contains. Please provide: (a) a brief description of the document; (b) date of document; (c) name of each author or preparer; (d) name of each person who received the document; and (e) the reason for withholding it and a statement of facts constituting the justification and basis for withholding it.10.Identify the person from whom the information and documents supplied in response to each Data Request were obtained, the person who prepared each response, the person who reviewed each response, and the person who will bear ultimate responsibility for the truth of each response.11.If no document is responsive to a Data Request that calls for a document, then so state.12.These requests for documents and responses are continuing in character so as to require you to file supplemental answers as soon as possible if you obtain further or different information. Any supplemental answer should refer to the date and use the number of the original request or subpart thereof.13.Whenever these Data Requests specifically request an answer rather than the identification of documents, the answer is required and the production of documents in lieu thereof will not substitute for an answer.14. To the extent you believe it is burdensome to produce specific information requested, please contact ICNU to discuss the problem prior to filing an answer objecting on that basis to determine if the request can be modified to pose less difficulty in responding.15.To the extent you object to any of the requests please contact ICNU to determine if the request can be modified to produce a less objectionable request.16.Please provide responses to these Data Requests byNovember 3, 2017.
III.DATA REQUESTS
Refer to ¶¶ 85-86 of the Joint Application. Please provide the docket/case/matter number for each filing related to the Proposed Transaction before the IPUC, the OPUC, the MPSC, the RCA, the FERC, the FCC, and the CFIUS.
Refer to ¶ 26 of the Joint Application and Joint Application, App. 5, ¶ 6. Would changes to provisions in the Merger Agreement require a two-thirds majority of all 9 Avista Board members, or a two-thirds majority of any quorum composed of 5 or more Board members?
Refer to Joint Application, App. 8, Commitment No. 40, which expressly requires consent from a two-thirds majority of “all” Avista Board members for the institution of bankruptcy proceedings or the inclusion of Avista in bankruptcy proceedings. Does “all” mean all 9 Avista Board members, or all members of any quorum voting on the issue?