20100507Compliance Filing.pdf

May 7,2010
esIDA~POR~
An IDACORP Company
LISA D. NORDSTROMlead Counsel ,r-, h~: i"
Inordstromlaidahopower.co"\JTILIT'¡ì~ t
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, Idaho 83720-0074
Re: Compliance Filing - Case No. IPC-E-09-32
Sale of Goshen Series Capacitor Bank to PacifiCorp
Dear Ms. Jewell:
In Order No. 31007 issued in the above-referenced case, the Commission directed
Idaho Power Company to file certain information regarding the above-described
transaction.
.;I Please find enclosed for filing the following:
1. The final accounting entries related to the transaction.
2. Copies of Idaho Power's Offcer and Secretary Certificates required
by Section 2.6 of the Asset Purchase Agreement.
3. Copies of PacifiCorp's Offcer and Secretary Certificates required by
Section 2.7 of the Asset Purchase Agreement.
If there are any questions regarding these documents, please contact me.
Very truly yours,
~:.~.7L~
Lisa D. Nordstrom
LDN:csb
Enclosures
cc: Doug Jones (w/encls.)
Kelley Rechel (w/encls.)
Shelby Leforgee (w/encls.)
Larry Tuckness (w/encls.)
Terri Carlock, IPUC (w/encls.)P.O. Box 70 (83707)
1221 W. Idaho St.
Boise. 10 83702
GOSHEN CAP BANK ACCOUNTING ENTRIES
108000 - Accum Prov F/Depr-EPIS
101000 - Electric Plant in Service
Record retirement of electric plant sold.
7,438,377.03
7,438,377.03
102000 - Electric Plant Purchsd or Sold
108000 - Accum Prov F/Depr-EPIS
Transfer cost of assets sold to 102000
7,438,377.03
7,438,377.03
10800 - Accum Prov F/Depr-EPIS 905,069.75
102000 - Plant Purchsd or Sold 905,069.75
Transfer accumulated depreciation on assets sold
131201- Cash 6,533,307.28
102000 - Electric Plant Purchsd or Sold 6,533,307.28
Record cash received for Electric plant sold.
IDAHO POWER COMPAN
OFFICER'S CERTOOCATE
Ths Offcer's Certficate is delivered puruat to SectiOIt 2.6(b) of tht cert Asset
Purchase Agreement dated as of July 3 i, 2009 (the "Purchase Agreement"), by and beteen
Idao Power Company, an Idao corporation (the "Company"), and Pacificorp, an Oregon
corporation. Capitaized terms that are used but not otherwse defied in ths Offcer's
Certficate shall have the means ascribed to such terms in the Purcha Agrment
The undersigned hereby cerfies tht he is duly authorid to execute and deliver ths
Offcer's Certficate on beha of the Company, and fuer certifies as follows:
(a) Satisfation of Conditions. Al conditions reuired by the term of Arcle
VII of the Purhae Agreeent to be satisfied, performed or compli~ with by the
Company on or before the date hereof have been so satisfied, performed and complied
with in al material respects.
(b) No Material Adverse Effect. From the date of execution of the Purhase
Agreement and until the date hereof, there ha been no change in or event relatig to the
Company tht has had or tht the Company expects to have a Material Adverse Effect or
a material adverse effect on the Contemplated Transacton.
IN WITNSS WHREOF, the undersigned has executed ths Offcer's Certficae as ofthe date set forth below. '
-IDAHO POWER COMPANY
Dated April 23, 2010.By: ~ ~::--
Name: N. Vernon Portr
Title: Vice President, Engieering and Operations
Section 2.6(b) Offcer's Certficate
CERTICATE OF THE SECRETARY
OF
IDAHO POWER COMPAN
The underigned, Patrck A. Hargtn, hereby certes as follows:
1. The undersigned is the duly elected and quaified Secreta of Idao Power
Company, an Idao corporaton (the "Company").
2. Attched hereto as Exhbit A is a tre and corrt copy of cert resolutions duly
adopted by the boar of ditors of the Company on November 19, 2009:
a. Resolutions authorizing the execution, deliver and performance by the
Company of the Asset Purchase Agrement dated as of July 31, 2009 (the
"Purhae Agreement") by and between the Company and PacifiCorp, an
Oregon corporation and all Seller Related Documents, as defied in the
Purchae Agreement; and
b. Resolutions authorizing the release of the Purhased Assets (as defied in the
Purchase Agrmerit) from that cert Mortgage and Deed of Trut, dated as
of October 1, 1937, and indentu supplementa thereto, granted by the
Company to Deutsche Ban Trust Compay Americas, formerly known as
Baners Trut Company, and Staey Burg, as Trustees.
3. Each person listed below is a duly elected and quaifed offcer of the Company
holdig the offce indicated opposite his or her nae, and havig the requisite authority to
execute documents and to act on behalf of the Company in respect of the transaction
contemplated by the Purchase Agreem~nt and tht the signatu appearg opposite his or her
name is the genuine signatu of each such person:
Name Offce(s)Signtu~~~N. Vernon Portr Vice-President, Engieerig
and:Operations
4. Atthed hereto as Exhbit B is a statement of the Company of the Origina Cost
of the Purhased Assets, and the Accumulated Provision for Depreciation and Amortzation for
the Purchased Assets, as of the Closing Date, as those terrs are defined in the Purchase
Agreement.
¡Signatue Page Follows)
l00004104.DOCX; 1)Section 2.6(c) Secreta's Certficate
IN WITNESS WHREOF, the undersigned Secreta of the Company has executed this
certcate on April 23, 2010.
Patrck A. Hagton, Secre
i
* * * * *
The undersigned, N. Vernon Porter, the du1y elected and quaified Executive ViceiPresdent, Operations of the Company, hereby certfies that Patrck A. Haron is the duly
elected and quaified Secreta of the Company and th his signtu set fort above is his
genuie signatue.
IN WITSS WHREOF, the undersigned Vice President of the Company ha executed
ths cecate on Apri 23, 2010.
-1.Vk ~
N. Veron Portr
Vice-Preident, Engieerig
and Operations
-
t00004104.DOCX; 1)
EXHmITA
RESOLUTIONS OF DIRECTORS
REOLVED. that the proper offcers of the Company be, and they hereby
are. authoried to tae all necessar and appropriate actons for the sale by the
Company to PacifCorp of tht cer series capacitor ban and relatd prope
(the "Propert") as contemplated in and puruat to the terms and conditions of
that cert Asset Purhase Agreement dated as of July 31,2009, by and between
the Company and PacifCorp (the "Asset Purchae Agreement"). a copy of which
is attached hereto as Exhbit A, and the Asset Purchase Agreement is hereby
ratied and approved, and the performance of the Company's obligations
thereunder is also hereby authorized ratified and approved; and be it
RESOLVED, tht the proper offcers of the Company be, and each of
them hereby is, authorized and dicted to mae, execute and fie, on behalf of the
Company, such applications and other documents with the state and federal
regulatory authorities having jursdiction over the Company or with any other
par, for such authorizations or consents as may be approprate or necessar in
connection with the sale of the Propert pursuat to the Asset Purhase
Agrement and to file such amendments and supplements to sad applications and
documents and to tae all such other steps as they may deem necessar or
advisable for such authorizations or consents as may be required in connection
with the proposed Trasaction; and be it
RESOLVED, that the proper offcers of the Company be, and each of
them hereby is, authorize and empowered to do or cause to be done any and all
acts and things and to execute and deliver any and all such fuer documents and
papers as such offcer may deem necessar or desirable to car out the puroses
of the foregoing resolutions.
RESOLVED, That Deutsche Ban Trust Company Americas, formerly
known as Baners Trut Company, as Corporate Trutee under ths Company's
Mortgage and Deed of Trut dated as of October 1, 1937, be and it is hereby
requested to release from the lien of said Mortgage and Deed of Trut, and al
indentues supplementa thereo, pursuat to the provisions of Section 59 thereof,
the following propert, to-wit:
"All of the following described property situted in Bingham County, State of
Idaho, TO-WIT (SOLD TO PACIFICORP, on July 31, 2009):
(00004104.DOCX; 1)
The Goshen series Capacitor ban is a 345kV, 3-phase, 60 Hz, 2 equa segment,
outdoor series capacitor ban. The ban provides up to approximtely 45% (57
Ohm) lie reactace compensation for the 22S.88-mile, 345kV transmission lie
between PacifiCorp's Goshen Tramission Substtion and the Jim Bridger
Power Plant in Point of Rocks, Wyoming. It includes (4) contrl cabinets in a
control buildig, a battery ban th (3) platfors th house the Series
Capacitors, MOV's OCT's, and reactors. There are two independent pole bypass
ciruit breer, serial number 8666375A, 8666375B, 8666375C and 8666376A,
8666376B, 8666376C that are par of the pakage. It also includes two (2)
combination ai brake/groundig swtches and one (1) bypass switch.
1. Waranty Rights.
None.
2. Trasferred Contracts.
None.
3. Traferr Intellect Proper.
None.
4. Related Equipment
None.
5. Related Inventories
Spare Pars:
One fiber optc colum
One set of insulators
One parial set of MACH 2 circuit boards
One close and trip coil for bypass breaker
One set of gaskets for bypass breaker
One drve unt for bypass breaer
One auxilar contacts for bypass breaker
One main contacts for bypass breer
Tools:
One capacitor liftng device
One relay test device, tye Sverker 750
One laptop
t00004104.DOX; ll
6. Records
Origin set of manuals that include:
Instaaton Documentation 1: Mai Drawings
Intalation Documentation 2: Equipment & Cable Tables
Manual AI: Functional System Description, Operation, Plant Overvew and
Prventative Maitenance
Manua A2: Functional System Description, Operation, Plant Overiew and
Preventative Matenance
Manual B 1: Equipment Description - Control and Protection system Hadwar
Manual B2: Equipment Decription - Components and Accessories
Manua B3: Equipment Description - Main Circuit Equipment
Manua B4: Equipment Description - Mai Ciruit Equipment
Manual C 1: Plant Documents, Mechaical Station Design and Civil Drawigs
Manua DI: Techncal Reports
Manua EI: Test Records
Appendi AI: Softar Overview Documents
Appendi A2: Softar Overview Documents
Appendi A3: Softar Overvew Documents
IPC matenace reords
CD contanig IPC drawings
7. Thd Par Claims
None.
and be it
FURTHER RESOLVED, Tht Lisa Grow, an engineer within the meang
of that term as used in Section 3 of said Mortgage and Deed of Trut, be and she
is hereby appointed engieer to make any Engieer's Certificate requied by said
Mortgage and Deed of Trust in connecton with said release; and be it
FURTHER RESOLVED, Tht Rex Blackburn be and he is herby
appointed Counsel to render any Opinon of Counsel requid by said Mortgage
and Deed of Trut in connection with said release; and be it
FURTHER RESOLVED, That the offcers of ths Company be and they
ar hereby authorized and directed to do any and all acts and thgs in their
judgment necessar or desirable to procur the release of said property from the
lien of said Mortage and Deed of Trut.
t000104.00X; i)
EXBITB
f00004104.DOCX; II
Idaho Power Company
Net Book Value Summary
Utah Gohen Capacitor Bank
4/30/2009
Account
Number Description
352 Structures and Improvements
353 Station Equipment
Plant Balance
169,238.11
7,269.138.92
Estimate
Accumulated
Depreciation
(13,892.50)
(891,177.25)
Net Book
Value
155,345.61
6,377,961.67
7,438,377.03 (905,069.75) 6,533,307.28
o Bammel
4161010
Uth Goshan Cap Bank Final.xlsx
Summary-4o-10
PACICORP
ØFFCER.tS CERTIFICATE
This Officer's Certificate is delivered pursuant to Section 2.7(b) of that certin Asset
Purchase Agreement dated as of July 3 i i 2009 (the "purcha.i; Agreement"), by and between
PacifiCorp. an Oregon corporatl.;:m (the "Company'~i and Idaho Power Company, an Idaho
corporation. Capitalized terms that are used but not otherse defined in this Offcer's
Certificate shan have the meanings ascribed to sueh tenns in the Purchase Agreement.
The undersigned hereby uertifies that he is duly authorii:ed to execute and deliver this
Offcer's Certificate on behalf of the Company. and further certifies that all conditions required
by the terms of Article vni of tjic Purchase Agreement to be satisfied, performed or complied
with by the Company on or before the date heref have been so satisfied, performed and
complied with in all material respects.
IN WITNESS WHEREOf. the undersigned has executed this Offcer's Certificate as of
the date set forth below.
Dated April 30, 20 I O.
Secion2.7(b) Offcer's Certificate
CERTIFCATE OF 'tHE ASISTANT SECRETARY
OF
PACIFICORP
The undersigned, Jefer 13. Erb, herby certfies as tbIlows:
1. 1 am the duly ele(ited and quaified Asistat Secretry of Pacñcorp, an Orego
corporation (the "COmpany'').
2. Attaohed hereto a. E;hbit A is a tro and COect copy of cerai t'csolutions duy
adopted by the J3oaro of Dirctors of the Company on August 4, 2006, which autorize the
executon, deliver an perormance by the Compay of contrs, including the Asset Puchase
Agreeent dated as of July 31, 7.009 (the uluras Agreeent") by and betweon the Company
and Idabo Power Company, an Idaho corption and all Buye Related Documents, as defined
in the Pui'chase Agrcmel1t.
3. Each person listed below was, on July 31, 2009, and has at all times since that
date, to and including the date hereof, bee a duly appointed and qulified offce of the
Company holding the offce ír\dicited opposite his or her name. and havig tho reuisite
authoiìty to execute docuents and to act on behalf of the Company in respect of the transaction
contemplated by the Purchase Agreeent an that the signatue appearing oppositø his or her
name is the genUine sìgnatue of each such pCln:
Name Offce(i)
J obn Cupparo Vice .~rcsident, Transnission
(Signatue Page Follows.l
Section 2.7(0) Secrys Ccrñoæ
,".:
, .
IN WINESS WHEREOF, the undctgned A,'laistant Secetar otth~C~anY_hasexected this certficate on Ai?rl 30,201 O. ~
The widegn Jobn Cuaro, the duly appnte and quified Vice President of
the Compay, herey certflf:s tht Jeffery B. Erb is th duly elected and quaified Assicrt
SecretaI) of tho Copany and tha.t his sign set fort above is his genuine s\gnirre.
IN WIESS WHEREOF, the undesigned. Vice Preident of the Cornpany has
executed this ceificate on Apr130, 2010.
0, Vice Presden
SJGNATU 'PAOE TO ASSISTANT SECRTARY'S CERTlICATE
lAClICQRP
EXjTA
RESOLUTIONS OF BOAR.D OF DlRECORS
, '
Attachent No. 1
Qrnibus COn1ncg AuthQtv
RESO LVED, that the offcer of the Company are herby
authoriie and direed to:
(A) (i) subjec to fier specfic authorzation or direcion of
the Boar or the .Chainnai, or tlugh tho Company's
Corporat Goveranee and Approvals Process and related
Expenditu Reuisition prceures descbed thern, ope
and ki=e gen an speoal ba acunts with ban, trt
compuiiies or other depositories; (H) designate from tie to
tie the ban trst copimes, or other depttories into
which the ~s of th Copan not otherse employe shl
be deposted and enore, asign an delive any checs. dra
and other order for the paymeit of money which arc payable
to th Compan fu the pur~e of depsit and collection, and,
(S) 51ibjcct to :ther specific authorir,ation oX' direction of the
Boa! or the Cben or thugh th Company's Corprate
Governce iid Apprvals Proccss and related Expenditure
Reqisition prures descnöed thern, (i) execu and
deliv.'f contrac and other lnents in the name of and on
behalf of the Copay, and (ü) exec agrements and take
such further action with repect to tbe busincss and affairs of
the Compay as is necessar or apropriatej (ii) sign, in the
mIß1t of and on behlf of the Company, aJ obocks, drafts, bils
of e)l,changc or other order for the payment of money ou.t of
the funds of the Company and all notes or other evidences of'
indehtednes of the Cömpany; (iv) pledge the Company's
cit and nigagc, plede, hyptheca.te and trsfer any
secudties or other prper of the Company on behalf of the
Company; (v) enter into leters of credt an bonds on bealf of
the Company and indemfY banks and bonding coinpanics
witb resec to the issuace of letters of credt and bonds on
behalf of the Company; and (vi) borrw monies on behalf of
the Company.
FURTHER RESOLVED, that subjec to the limitations above,
any banking or corporte reolu.tions necear or desirable in
orer to effectuate the foregoing are hereby adopt.ed and
appl'oved in all reect, and the offcers are hereby authori~ed
and directed to execue such banng or corporate reolutions
and file them with the Company's minlJ.te book.