20200114Application.pdf

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RECEIVED
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LISA D. NORDSTROM
Lead Counsel
I [e-mail]
January 14,2019
VIA HAND DELIVERY
Diane Hanian, Secretary
ldaho Public Utilities Commission
11331 W. Chinden Boulevard
Building 8, Suite 201-A
Boise, ldaho 83714
Re:Case No. IPC-E-'I9'40 ?o- o t
Modification of Schedule 30, Special Contract with the United States
Department of Energy - ldaho Power Company's Application and Testimony
Dear Ms. Hanian
Enclosed for filing in the above matter please find an original and seven (7)
copies of ldaho Power Company's Application.
Also enclosed are an original and eight (8) copies of the Direct Testimony of
Mark A. Annis in support of the Application. One copy of the testimony has been
designated as the "Reporter's Copy." ln addition, a disk containing a Word version of
the testimony is enclosed for the Reporter.
lf you have any questions about the enclosed documents, please do not hesitate
to contact me.
an loAcoRP comoany
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Enclosures
Very truly yours,
X*-C (,u*,,--
Lisa D. Nordstrom
tiICT iVED
LISA D. NORDSTROM (lSB No 5733)
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
[e-mail]
::l Ji.;l I \ PH 2' lr I
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Attorney for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR
AUTHORITY TO MODIFY SCHEDULE 30,
SPECIAL CONTRACT WITH THE UNITED
STATES DEPARTMENT OF ENERGY
CASE NO. IPC.E-20.01
APPLICATION
ldaho Power Company ("ldaho Power" or "Company"), in accordance wilh ldaho
Code g 61-502 and RP 52, hereby respectfully makes application to the ldaho Public
Utilities Commission ("Commission") for an order authorizing the Company to (1) modifo
Schedule 30, Electric Service Rate for United States Department of Energy ldaho
Operations Office ("Schedule 30"), to add an Antelope Asset Charge ('AAC) for ldaho
Power's ownership and operation of Antelope Substation transmission facilities that are
used solely to provide service to the Department of Energy's ('DOE) ldaho National
Laboratory ("lNL") and (2) bill a true-up for charges related to the time period between
November 2015 and the AAC effective date, if approved. lf possible, the Company is
requesting that the addition of this tariff language become effective on April 1,2020.
APPLICATION - 1
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ldaho Power has discussed the underlying AAC methodology with DOE, who is in
agreement with the proposal.
I. BACKGROUND
1. The DOE, through its ldaho Operations Office, operates the facilities at the
INL site located approximately 50 miles west of ldaho Falls, ldaho. ldaho Power serves
the DOE under a special contract in accordance with the rates and charges set out in
Schedule 30. The current special contract between ldaho Power and the DOE, Contract
No. GS-00P-09-BSD-0651 ("2016 Special Contract"), was approved by the Commission
on October 13, 2016, in Order No. 33621 issued in Case No. IPC-E-16-18. The five-year
term of the 2016 Special Contract runs from September 15, 2016, through September 14,
2021 .
2. ldaho Power provides service to INL with the point of delivery being the
DOE-owned assets located at the Antelope Substation, The Antelope Substation
consists of these DOE-owned assets, as well as assets jointly or individually owned by
ldaho Power and PacifiCorp. For the sake of clarity, assets for which ldaho Power
currently possesses an ownership share are referred to as the "2015 Assets," while
assets currently owned by the DOE are referred to as the "2019 Assets," as discussed in
more detail in the sections that follow. The Antelope Substation is operated by PacifiCorp,
which charges ldaho Power for its share of the substation's operation and maintenance
('O&M") costs in accordance with the methodology described in Exhibit D to the Joint
Ownership and Operating Agreementl ('JOOA") between PacifiCorp and ldaho Power.
1 The current version of the JOOA is available at:
https://www.oasis.oati.comAvoa/docs/tPCO/lPCOdocs/2019 JOOA_-_Complete_Filing_-_08-29-
1 9_(002s9300x8CD5C). pdf
APPLICATION - 2
The ldaho Commission approved the JOOA, which guides the companies' operation of
transmission facilities in which the companies share ownership, in Case No. IPC-E-14-
41 , Order No. 33313 issued June 5, 2015.
3. The DOE no longer wishes to own, operate, and maintain the Antelope
transmission substation facilities necessary to receive electric service, i.e., the 2019
Assets. Consequently, at the DOE's request, ldaho Power agreed to assume ownership,
operation, and maintenance of these facilities. ldaho Power concurrently transferred
partial ownership of the DOE's Antelope transmission substation facilities, and O&M
responsibilities of these facilities, to PacifiCorp.
4. To begin aligning asset ownership and cost responsibility for the 2019
Assets, ldaho Power and PacifiCorp agreed to jointly own the DOE-owned assets within
the JOOA framework. Previously, in 2015, PacifiCorp transferred partial ownership of
specific Antelope transmission substation assets to ldaho Power ("2015 Assets"),
including transformers, bus, and a portion of a transmission line. Some of these
transferred assets are used by ldaho Power to provide service to the DOE. The Federal
Energy Regulatory Commission ("FERC") originally accepted the JOOA for filing on June
17,2015; the ldaho Commission approved transfer of the 2015 Assets from PacifiCorp to
ldaho Power also in Case No. IPC-E-14-41, Order No. 33313, issued June 5,2015.
Since Novembe( 2015, under the terms of the JOOA, PacifiCorp has been billing ldaho
Power a monthly charge related to the 201 5 Assets, as PacifiCorp is the operator of these
assets. ldaho Power also incurs ownership costs related to the 2015 assets including
return on and of investment, property taxes, and income taxes.
APPLICATION .3
5. Prior to ldaho Power's acquisition of the 2015 Assets, PacifiCorp owned
these assets outright and charged ldaho Power for the portion of the assets used to serve
DOE load; ldaho Power passed this charge through to the DOE under a separate letter
agreement. Upon acquisition of its share of the 201 5 Assets, in November 2015, ldaho
Power suspended this pass-through charge pending final resolution of the Antelope
transmission substation asset transfer negotiations. Consequently, as described in
further detail later in this application, the Company's request also includes a true-up to
ldaho Power from the DOE for the period beginning November 2015 when such charges
were first suspended by ldaho Power and not billed to the DOE.
II. ANTELOPE TRANSMISSION SUBSTATION FACILITIES
6. Negotiations regarding the transfer of the 2019 Assets occurred
concurrently with negotiations to finalize the 2016 Special Contract. Because the 2016
Special Contract was finalized before the asset transfer negotiations were complete,
paragraph 5 of Attachment 1 to the 2016 Special Contract between ldaho Power and
DOE described the expectation that DOE would continue to be financially responsible for
the Antelope facilities that solely serve DOE, stating that:
Upon such a transfer of title, DOE understands that fidaho
Powerl through a facility service charge or similar mechanism
will charge DOE for the maintenance of the then formerly
DOE-owned equipment which will be maintained in
accordance with Prudent Utility Practice.
7. ldaho Power, PacifiCorp, and the DOE have now completed the
negotiations to transfer the remaining Antelope transmission substation assets. The
transfer of title agreements describing the 2019 Assets and ldaho Power's and
PacifiCorp's respective ownership percentages are provided as Attachment 1, "DOE-IPC
APPLICATION - 4
Transfer of Title Agreement," and Attachment 2, "lPC-PacifiCorp Transfer of Title
Agreement." As described in the agreements, these assets rnclude two transformers,
two circuit breakers, and two circuit switchers. Under the asset transfer agreements, (1)
the DOE conveys its ownership interest in its assets to ldaho Power at zero cost and (2)
ldaho Power, in turn, transfers a portion of these same assets to PacifiCorp at zero cost,
8. As set forth in paragraph 2 of the DOE-IPC Transfer of Title Agreement,
transfer of the 2019 Assets is to be effective immediately upon (1) execution of the
respective agreements, (2) receipt of regulatory approval of the transaction from FERC,
and (3) approval of a facilities-type charge by the Commission. The DOE-IPC Transfer
of Title Agreement and |PC-PacifiCorp Transfer of Title Agreement were executed on
August 21, 2019, and August 22, 2019, respectively.
9. On August 23,2019, ldaho Power filed with FERC updates to the JOOA in
Docket No. ER19-2704. The updates to the JOOA included the addition of the 2019
Assets to the list of assets subject to the JOOA. On October 21 ,2019, FERC accepted
the JOOA update, constituting the necessary FERC approvals of the transaction.
III. PROPOSED CHANGES TO SCHEDULE 30
10. With the approval of the DOE-IPC Transfer of Title Agreement and the IPC-
PacifiCorp Transfer of Title Agreement, ownership of the 2019 Assets will be conveyed
to the Company and ownership issues at the Antelope Substation will be resolved. ldaho
Power now makes this Application for approval of an "Antelope Asset Charge" to be
added to Schedule 30 to recover the Company's costs to own, operate, and maintain the
Antelope Substation equipment used to serve DOE load. The proposed revrsions to
Schedule 30 to incorporate the AAC are included as Attachment 3 to this Application.
APPLICATION - 5
11 . During the asset transfer negotiations, ldaho Power and the DOE have
discussed and agreed on the methodology for calculating the additional charge to be
applied to the Antelope facilities, i.e., the 2015 and 2019 Assets. The method used to
determine the AAC is similar to the existing FERC-approved methodology defined in the
JOOA and consists of O&M charges passed through from PacifiCorp as operator of the
Antelope substation, as well as ownership costs related to ldaho Power's investment in
its share of the jointly-owned facilities. The calculation of the AAC is set forth in the
testimony and exhibit of Senior Regulatory Analyst Mark Annis that accompanies this
Application.
12. lf approved, the DOE will also pay a true-up to ldaho Power for the period
beginning in November 2015 when such charges were first suspended by ldaho Power
and not billed to the DOE. At December 31,2019, the true-up charge balance was
approximately $288,000 This value will be updated to reflect the full true-up amount as
of the effective date of the AAC, if approved.
IV. MODIFIED PROCEDURE
13. ldaho Power negotiated directly with the sole customer impacted by this
filing, the DOE. The DOE has reviewed and agrees with the underlying AAC
methodology. ldaho Power believes that a technical hearing is not necessary to consider
the issues presented herein and respectfully requests that this Application be processed
under Modified Procedure; i e., by written submissions rather than by hearing. RP 201,
ef seq.
APPLICATION - 6
V. COMMUNICATIONS AND SERVICE OF PLEADINGS
14. Communications and service of pleadings to ldaho Power regarding this
Lisa D. Nordstrom
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
Timothy E. Tatum
Matt Larkin
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
ttatum@idahopower. comdockets@ idahopower. com
mlarkin@idahopower. com
vt. coNcLustoN
15. ldaho Power requests that the Commission issue an order authorizing the
Company to modify Schedule 30 to add an Antelope Asset Charge related to the costs
associated with the Company's ownership, and operations, and maintenance of Antelope
transmission substation facilities dedicated to providing service to the DOE's INL site.
The AAC reflects the recovery of costs specific to providing service to the DOE, ensuring
that these costs are not shifted to other customer classes. ldaho Power respectfully
requests that the tariff changes become effective on April 'l ,2020; however, the Company
would not oppose a later effective date if the Commission or Commission Staff does not
believe the Company's proposed timeline is sufficient to process the issues presented by
the Company in this matter.
DATED at Boise, ldaho, this 14th day ofJanuary 2020.
SA D. NORDS
APPLICATION .7
Attorney for ldaho Power Company
Application should be sent to:
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 14th day of January 2020 I served a true and
correct copy of the within and foregoing APPLICATION upon the following named parties
by the method indicated below, and addressed to the following:
U.S, Department of Energy
W. Chris Harvey
DOE Office of Chief Counsel
1955 Fremont Ave
Mail Stop 1209
ldaho Falls, ldaho 83402
U.S. Department of Energy
Federal Energy Management Program
Tracy Niro
Gerardo lslas Rivera
_Hand Delivered
_U.S, Mail
_Overnight Mail
_FAXX Email Tracy. [e-mail]
[e-mail]
0
Kim erly Towe xecutive Assistant
APPLICATION - 8
_Hand DeliveredX U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-20-01
IDAHO POWER COMPANY
ATTACHMENT 1
TRANSFER OF TITLE AGREEMENT
IDAHO POWER AND DOE
TBANSTER OF IITLE
AGREEMENT
This Transfer of Title Agreement ("Atreement") is entered into by and among Idaho
Power Company, an Idaho corporation, with principal offices at 1221 West Idaho Street, Boise,
Idaho 83702 ("IPC") and the United States Deparknent of Energy ("DOE"), as of this _ day
of
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2019 ("Effective Date"). IPC and DOE may be referred to individually as a "Party"
or collectively as the "Parties."
WHEREAS, DOE owns electrical equipment located in the Antelope Substation, detailed
in Exhibit 1, including but not limited to. Oil Circuit Breaker 103, Oil Circuit Breaker 8164, Circuit
Switcher 165I, Circuit Switcher 152I, 151 kV/138 kV Transformer Govemment Property no. 5-220,
and 151 kV/138 kV Transformer Govemment Property no. 5-587, ("EquipmenI');
WHEREAS, due to the expense involved in owning the Equipment, DOE desires to
hansfer ownership of Equipment to IPC;
WHEREAS, the Equipment is uhlized to serve PacifiCorp load out of Scoville and DOE
load at the Idaho National Laboratory;
WHEREAS, IPC is an electrical utility which owns and maintains equipment similar to
the Equipment and is amenable to orvnint and maintaining the Equipmen!
WHEREAS, the DOE will compensate IPC for owning and maintaining the Equipment
tfuough a facilities charge;
WHEREAS, the Equipment will be added to Idaho Power's apparahrc fleet and be
maintained and replaced by Idaho Power in accordance with good utility practices at Idaho
Powe/s discretion; and
WHEREAS, DOE agrees to convey and idaho Power agrees to accept title of the
Equipment within the Antelope Substation;
NOW, TIIEREFORE, in consideration of DOE not having the physical responsibi.lity
associated with replacement of this equipment, the mufual covenants, agreernents, and benefits
hereinafter set fortlL and for good and valuable consideration, the receipt and sufficiency of
which are hereby recognizd, IPC and DOE hereby mutually agree as follows:
1. Incorooration of Recitals. The above-slated recitals are incorporated into and
made a part of this Agreement by this reference to the same extent as if these recitals were set
forth in full at this point.
Transfer of Title Agreement Page 1 of 5
2. Transfer of Title. ln consideration of the reduced maintenance and expense to
DOE and other good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, DOE, effective immediately upon execution of this Agreement, receipt of
regulatory approval of the transaction hom the Federal Energy Regulatory Commission and of a
monthly facilities charge from the Idaho Public Utilities Commission, hereby conveys at no cost
unto IPC all of DOE's title and interest (subject to the limitations set forth below) in, to, and under
the Equipment as hereinafter described. The Equipmmt consists of the items [sted in Exhibit 1
which are located in the northwest quadrant of the Antelope substation at Latitude 43,53377,
Longitude 772.92639.
3. Unwalranted "As Isl' Conditiol. DOE does not warrant the Equipment to any
degree. IPC, at the point of transfer of title, hercby accepts all of the Equipment in "AS IS" and
"WITH ALL FAULTS" condition- DOE has not made, does not make, and will not make any
warranty or representation, whether express or implied, about the performance capability oI the
Equipment or their present state of repair, condihon or maintenance, ability to function in any
respect, or merchantability or fitness for a particular purpose. DOE makes no warranty, express
or implied, as to the accuracy or completeness of any data, ir(ormation, or materials heretofore
or hereafter furnished to IPC in connection with the Equipment. IPC acknowledges that the
Equipment may include "sensitive p ropetty," as defined in 4tl C.F.R. 45.101, and consents to the
receipt of sensitive property.
IPC and DOE agree that to the extent required bv any applicable law to be operative, the
disclaimers of warranties contained in this paragraph are "conspicuous" disclaimers for the
purposes o( any applicable law, rule or order. THE EQUIPMENT IS BEING TRANSFERRED TO
IPC WITHOUT RECOURSE (EVEN AS TO THE RETURN OF THE PURCHASE PRICE),
COVENANT, OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED, OR STATUTORY AND
DOE IS CONVEYING THE EQUIPMENT COVERED HEREBY "AS IS" AND "WITII ALL
FAULTS," AND WM{OUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED,
(ALL OF WHICH DOE HEREBY DISCLAIMS AND NEGATES) AS TO FITNESS FOR ANY
PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OR MATERTAI.S,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION, COMPLIANCE WITH
SPECIFICATION, ABSENCE OF LATENT DEFECT' OR COMPLIANCE WIITI LAWS AND
RECULATIONS (INCLUDING, WITHOUT L]MITATION, THOSE RELATING TO HEALTH,
SAFETY, AND THE ENVIRONMENT), TO THE EXTENT APPLICABLE AND PERMITTED BY
LAW.
4. Release. IPC hereby release DOE, its contractors and their respective employees,
officers, directors, and agents of DOE and its contractors and/or its affiliates from and against all
claims, actions, damages, losses, penalties, and expenses, including reasonable attomey fees and
disbursements, of any kind or nature whatsmver arising out of DOE's acts or omissions or the
acts or omissions of IPC or any third party related to the transfer of Equipment hereunder.
Transfer of Title Atreement I'age 2 of 5
5. Entir€ Asreement. This Agreement, including its Exhibits, constitutes the entire
agreement of the Parties with respect to its subject matter and supersedes all prior
communications, contracts, and agreements, both oral and written between them. This
Agreementmay not be modified, and no rights will be waived, except by an instrument in writing
signed by a duly authorized representative of the Parties.
5. Section Numberins and Headines. Section headings are for lhe convenience of
reference only and shall not be construed to limit or extend the meanint of any provision and
wil not be relevant in interpreting this Agreement. As used in this Agreemenf the term
"including" means by way of example and not limitation.
7. Severability. If any provision of this Agreement is determined to be invalid or
uaenforceable, it will be deemed to be modified to the minimum extent necessary to be valid and
enforceable. II it cannot be so modified, it will be deleted and the deletion will not affect the
validity or enforceability of any other provision unless, as a result the rights of either Party are
materially diminished or the obligarions and burdens of either Party are material.ly increased so
as to be uniust or inequitable.
8. DOE's Oblieation o( funds. Nothingherein is anticipated to require the DOts obligation
of appropriated funds. However, to the extent appropriated funds are required to satisfy DOE's
obligations, such obligations are subject to the availability of appropriated funds for this purpose.
9. Assigrment. Neither this Agreement, nor any part thereof, may be assigned, without
the express written consent of the other Party which consent will not be unreasonably withheld.
Any attempt to assign this Agreement that lacks express written consent will be deemed voidable.
Notwithstandint the foregoing, either Party may at any time assign its rights and delegate its
obligations under this Agreement in whole or in part, including. without limitation, transferring
its rights and obligations under this Atreement to any: (i) affiliate; (ii) successor in interest, or (iii)
corporation or any other business entity in coniunction with a merger, consoldation or othet
business reorganization to which the assigning Party is a party. A Party making such arr
assitnment shall notify the other Party in writing within thirty (30) days of the assigrunent
Affiliate .includes any entity in which IDACORP owns more than a 5% interest, over which
IDACORP exercises management conkol.
ISignature Page Follows]
Transfer of Title Agreement Page 3 of 5
IN WITNESSETH WHEREOF, the Parties hereto execute this Agreement as of the date
and year first above written, and the assets arc hereby conveyed, AS IS, WHERE IS, upon Federal
tnergy Regulatory Commission approval.
US DOE
Nu ..fiar DlJT
ritte: Ca nfa/ )r OFFr)"r
State of Idaho
County of
m
IDAH
5S
on this 2l
"'A"rr[.ft6.
day of .-(, in the year of 2019, personally appeared before
ally known to me il be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed same.
N Public for Idaho tResiding at
My commission exptes on
Name:
Titl€:
EAr)ft&,€L
VP -iEl.u,arrsio,r') DisrAo.riro,
EN 6br eA^Ji' I Caq;eo<nw
State of Idaho
Co,,rnty of f 3(6,r-
on this Zllt' day of in the year of 2019, personally appeared before
me\E j5;-hl-t€ll pcrsonally kno*n to mc to be the person whose name is subscribed to the
within instrument, and acknowledged to me that he executed the same.
I
*rtHtq,;(J! : :': i Pt gLlc^ i i
i?F-"r-.$$
n S
Notary Public for Ida
Residing at:i-1
Mv commission expires on: O? !11l.] i7 fi I
Page 4 of 5
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Transfer of Title A6lreement
Exhibit 1
DOE Antelope Substation Equipment (Shaded*)
Transformer f3
16ut38172.47kV
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103 t 1671
165I
Transformer F2
161/138/13.8kV
8164
T
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Equiprrent Designation/Location Equipment Type
Transformer S2 Transformer
Transformer #3 Transformer
103 138kV Breaker
1(flr Circuit Switcher
165I Circuit Switcher
8764 161kV Breaker
* The two switches on either side of 138 kV breaker 103 are not owned by the DOE, and are not
being ransferred as part of this agreement.
Transfer of Title Agreement Pate 5 of 5
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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. tPC-E-20-01
IDAHO POWER COMPANY
ATTACHMENT 2
TRANSFER OF TITLE AGREEMENT
IDAHO POWER AND PAGIFICORP
TRANSFER OF TITLE
AGREEMENT
This Transfer of Title Agreement ("Agreement") is entered into by and between Idaho
Power Company, an Idaho corporation, with principal offices at 1221 West Idaho Street, Boise,
Idaho 83702 ("IPC"), and PacifiCorp, an Oregon corporation, with principal offices at 825 NE
Multnomah Street, Suite 1600, Portland Oregon 97232 ("PacifiCorp"), as of this 22nd day of
August, 2019 ("Effective Date"). IPC and PacifiCorp may be referred to individually as a "Party"
or collectively as the "Parties."
WHEREAS, the United States Department of Energy ("DOE") owns electrical equipment
Iocated in the Antelope Substation, dctailed in Exhibit 1, including but not limited to, Oil Circuit
Breaker 103, Oil Circuit Breaker 8164, Circuit Switcher 1651, Circuit Switcher 1621, 161 kv/l38 kV
Transformer Government Property no.5-220, and 161 kV/138 kV Transformer Government
Property no. 5-587 ("Equipment");
WHEREAS, due to the expense involved in owning the Equipment, DOE desired to
transfer ownership of the Equipment to IPC;
WHEREAS, IPC is an electrical utility which owns and maintains equipment similar to
the Equipment and is amenable to owning the Equipment;
WHEREAS, DOE has agreed to convey and Idaho Power has agreed to accept titlc to the
Equipment within the Antelope Substation, by a Transfer of Title Agreement dated August 21,
2019 (the "Underlying Agreement");
WHEREAS, the Equipment is utilized to serve PacifiCorp load out of Scoville substation
and DOE load at the Idaho National Laboratory;
WHEREAS, PacifiCorp is an electrical utility which owns and maintains equipment
similar to the Equipment and is amenable to owning and maintaining the Equipment; and
WHEREAS, PacifiCorp will be the Operator of the Equipment, in accordancc with and as
Operator as defined in the revised Amendcd and Restated Joint Ownership and Operating
Agreement ("JOOA"), dated as of August 22, 2019 betwecn Idaho Power and PacifiCorp.
Transfer of Title Agreement Page 1 of 6
WHEREAS, PacifiCorp desires to obtain a share of thc ownership interest in the
Equipment from Idaho Power, and ldaho Power is amenable to transfur such a share to
PacifiCorp;
NOW. THEREFORE, in consideration of the mutual covenants, agreements, and benefits
hereinafter set forth, and for good and valuable consideration, the receipt and sufficiency of
which are hereby recognized, IPC and PacifiCorp hereby mutually agree as follows:
1. llrcorDoration of Recitals. The above-stated recitals are incorporated into and
made a part of this Agreement by this reference to the same extent as if these recitals were set
forth in full at this point.
2. Transfcr of Title. In consideration of PacifiCorp being the Opcrator of the
Equipment, aligning the ownership shares of the Parties in the Equipment to be consistent with
the JOOA, and other good and valuable considerations, the receipt and sufficiency of which are
hereby acknowledged, IPC, effective immediately upon execution of this Agreement, rcceipt of
regulatory approval of the transaction from the Federal Energy Regulatory Commission, if
applicable, and of the effectiveness of the Underlying Agreemcnt, hereby conveys at no cost unto
PacifiCorp, in the amount of the perccntage shares shown in Exhibit.l, an undivided ownership
interest in all of IPC's title and interest (subject to the limitations set forth below) in, to, and under
the Equipment as hereinafter described. The Equipment consists of the items listed in the table
in Exhibit I which are located in the northwest quadrant of the Antelope substation at Latitude
43.53377, Longitu de 712.92639.
3. Unwarranted "As Is" Condition. IPC does not warrant the Equipment to any
degree. PacifiCorp, at the point of transfer of title, hereby accepts all of the Equipmcnt in "AS IS"
and "WITH ALL FAULTS" condition. IPC has not made, does not make, and will not make any
warranty or representatiory whether cxpress or implied, about the performance capability of the
Equipment or their present state of repair, condition or maintenance, ability to function in any
respect, or merchantability or fitness for a particular purpose. IPC makes no warranty, express
or implied, as to the accuracy or completeness of any data, information, or materials heretofore
or hereafter furnishcd to PacifiCorp in connection w,ith the Equipment. PacifiCorp acknowledges
that the Equipment may include "sensitive property," as defined in 48 C.F.R. 45.'101, and consents
to the receipt of sensitive property.
IPC and PacifiCorp agree that to the extent required by any applicable law to be operative,
the disclaimers of warranties contained in this paragraph are "conspicuous" disclaimers for the
purposes of any applicable law, rule or order. THE EQUIPMENT IS BEINC TRANSFERRED TO
PACIFICORP WITHOUT RECOURSE, COVENANT, OR WARRANTY OF ANY KIND,
EXPRESS, IMPLIED, OR STATUTORY, AND IPC IS CONVEYING THE EQUIPMENT
COVERED HEREBY "AS IS" AND "WITH ALL FAULTS," AND WITHOUT
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF WHICH II'C HEREBY
DISCLAIMS AND NEGATES) AS TO FITNESS FOR ANY PARTICULAR PURPOSE,
CONFORMITY TO MODELS OR SAMPLES OR MATERIAL' MERCHANTABILITY, DESIGN,
QUALITY, CONDITION, OPERATION, COMPLIANCE WITH SPECIFICATION, ABSENCE OF
LATENT DEFECT' OR COMPLIANCE WITH LAWS AND REGULANONS (INCLUDINC,
Transfer of 'I itle Agreement I'age 2 of 6
WITHOUT LMITATION, THOSE RELATINC TO HEALTT' SAFETY, AND THE
ENVIRONMENT), TO THE EXTENT APPLICABLE AND PERMITTED BY LAW.
4. Mutual lndemnif ication. Each Party (the "Indemnifying Party") shall indemnify,
defend and hold harmless the other Party and its affiliates and their respective employees,
officers, directors, agents, contractors and representatives (collectively, the "Indemnified
Parties") from and against the Indemnifying Party's Weighted Average Ownership Percentage
of any and all liabilities, claims, actions, damages, losses, penalties, and expenses, including
reasonable attorney fees and disbursements, oI any kind or nature whatsoever arising out of the
acts or omissions of any of the Parties or any third party, including the DOE, related to the transfer
of Equipment hereunder or pursuant to the Underlying Agreemen! except to the extent such
Losses are caused by the gross negligence or willful misconduct of the Indemnified Parties. For
purposes of this Agreement, Weighted Average Ownership Percentage shall mean (i) 53.365"/", in
the case of IPC and (ii) 46-635%, in the case of PacifiCorp.
5. Entire Aerccment, This Agreement, including its Erhibits, constitutes the entire
agreement of the Parties with respect to its subiect matter and supersedes all prior
communications, contracts, and agreements, both oral and written between them. This
Agreement may not be modified, and no rights will be waived, exceptby an instrument in writing
signed by a duly authorized representative of the Parties.
6. Section Numbering and Headings. Section headings are for the convenience of
reference only and shall not be construed to limit or extend the meaning of any provision and
will not be relcvant in interpreting this Agrccment. As used in this Agreement, the term
"including" means by way of example and not limitation.
7. Severabilitv. If any provision of this Agreement is determined to be invalid or
unenforceable, it will bc deemcd to be modified to the minimum extent necessary to be valid and
enforceable. If it cannot be so modified, it will be deleted and thc dcletion will not affect the
validity or enforceability of any other provision unless, as a result the rights of any Party are
materially diminished or the obligations and burdens of any Party are materially increased so as
to bc unjust or inequitable.
8. Effect of Underlyinq Aqreement. II and to the extent the Underlying Agreement
is finally cletermined by a govemmental authority with competent iurisdiction to be void or
unenforceable in any way, then this Agreement will be void or unenforceable to the same extent..
9. Assisnment, Neither this Agreemcnt, nor anv part thereof, mav be assigned,
without the express written consent of the other Party which consent will not be unreasonably
withheld. Any attempt to assign this Agreement that lacks express written consent will be
dc.emed voidable. Notwithstanding the foregoing, any Party may at any time assign its rights
and delegate its obligations under this Agreement, in whole or in part, including, without
limitation, transferring its rights and obligations under this Agreement to any: (i) affiliate; (ii)
Transfer of 'l itle Agreement I'age 3 of 6
successor in interest, or (iii) corporation or any other business entity in conjunction with a merger,
consolidation or other business reorganization to which the assigning Party is a party. A Party
making such an assignment shall notify the other Party in writing within thirty (30) days of the
assignment. Affiliate includcs any cntity in which a Party ou,ns more than a 5% interest, over which
such Party exercises management control.
10. Goveming Law. This Agreement shall be govemed by and construed in accordance
with the laws ol the State ol Idaho (regardless of the laws that might othcrwisc govern under
applicable principles of conflicts of law) as to all matters, including matters of validity,
construction, eft'cct, pcrlbrmance and remedies.
[Signature Page Followsl
Transfer of Title AEreement Page 4 of 6
IN WITNESSETH WHEREOF, the Parties hereto execute this Agreement as of the date
and year first above written.
IDAHO POWER COMPANY
Jo,^/-#
Name
Title:
rJoxt Paera
VP lrxa,tltrra.r I D$12!&t or)
State of Idaho
cour,tyor futa
,, ^On this /l''' day of August, in the year of 2019, personally appeared before me
W,lN-\tLiE-!- personally knovn'n to me to be the person whose name is subscribed to the within
instrument, and acknowledged to me that he executed the same.
i#ti;it:I;r,
{iff**s.
C)e,.r*n a ,F{ ar, t ut tt\
My commission cxpires on: 021 Cl.l I Z{Z
PACIFICO
Name:Stefan Bi
'I itle
Paciflc Power
State of Oregon
Courty of
On this ,c", day of August, in the year of 2019, personally appeared before me
Stefan Bird personally known to me to be the person whose name is subscribed to the within
Notary Pub
Residing at:
lic for Oregon
+dR
c?Si;JBlrp i'q'
)il!.
-. Offroal StamDLhnstian Robert I4arbleIotary Public . Oregon
Lommrsston No.987707
Nly Commlssion Expires May 20, 2023
My commission expires on 9/zt/aa
Transfer of Title Agreemenl Page 5 of 6
)
) ss.
)
Notarv Public for Idaho, f
n"riail,gut' y',n nr. d rONJ -lr{nhh
President & CEO,
inskument, and acknowledged to me that he executed the yurye.- - - -Z:A- .t'24'
)
) ss.
)
Exhibit 1
Antelope Substation Equipment Being Transferred (Shaded.)
Transformer i3
161/r38/12.1^V
10i 1b:I
Transtormer ;2
l61i 138i l3.8kV
T
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L
16iI
B 161
T---
Equipment Being Transferred and Ownership Shares
* The two switches on either side of 138 kV breaker 103 (and not labclcd with numbers in the
above diagram) are not owned by the DOE, were not acquired by IPC from DOE, and are not
being transferred as part of this Agrccmcnt.
Equipment
Designation/Location
Equipment Type Idaho Power
Ownership Share
PacifiCorp
0wnership Share
Transformer 12 Transformer 66.7'./"
Transformer f3 Transformer 66.7%333%
103 .l38kV Breaker 66.7"/"
162r Circuit Switcher 40.03%59.97%
1651 Circuit Switcher 4C).O3oA 59.97y"
8"t64 161 kV Breaker 40.03"/"59.97%
Transfer of I itle Agreement PaBe 6 of 6
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BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. !PG-E-20-01
IDAHO POWER COMPANY
ATTACHMENT 3
TARIFF
TARIFF
CLEAN FORMAT
SCHEDULE 30
IDAHO POWER COMPANY
ELECTRIC SERVICE RATE
FOR
NITED STATES DEPARTMENT F ENERGY
SPECIAL CONTRACT DATED SEPTEMBER 15 2016
AVAILABILITY
This schedule is available for firm retail service of electric power and energy delivered for the
operations of the Department of Energy's facilities located at the ldaho National Engineering Laboratory
site, as provided in the Contract for Electric Service between the parties.
The Monthly Charge is the sum of the following charges, and may also include charges as set
forth in Schedule 55 (Power Cost Adjustment), Schedule 91 (Energy Efficiency Rider), and Schedule 95
(Adjustment for Municipal Franchise Fees).
'l . Deman Charoe , per kW of
Billing Demand $8 38
2 9301d2. Enerqv Charoe , per kwh
'1. Billinq Demand. The Billin g Demand shall be the average kW supplied during the 30-
minute period of maximum use dunng the month
2. Power Factor Adiustment. When the Power Factor is less than 95 percent during the
30-minute period of maximum load for the month, Company may adjust the measured Demand to
determine the Billing Demand by multiplying the measured kW of Demand by 0.95 and dividing by the
actual Power Factor.
MONTHLY ANTELOPE ASSET CHARGE ('AAC')
The AAC will be paid for the Company's investment in, and operation and maintenance
expenses associated with, specified transmission facilities required to provide service under the
contract.
The Monthly AAC consists of two components
1. PacifiCorp Pass-Through Charge (PPTC):
PPTC=(O&MxGAV)+(CEC)
IDAHO
lssued per Order No.
Effective - April 1, 2020
lssued by IDAHO POWER COMPANY
Timothy E. Tatum, Vice President, Regulatory Affairs
1221 Wesl ldaho Street, Boise, ldaho
ldaho Power Company Fourteenth Revised Sheet No. 30-1
Cancels
LP.U.C. No. 29. Tariff No. 101 Thirteenth Revised Sheet No. 30-1
IDAHO OPERATIONS OFFICE
CONTRACT NO. GS-OOP-Og.BSD-0651
MONTHLY CHARGE
SPECIAL CONDITIONS
SCHEDULE 30
IDAHO POWER COMPANY
ELECTRIC SERVICE RATE
FOR
UNITED STATES DEPARTMENT OF ENERGY
IDAH PERATIONS OFFICE
SPECIAL CONTRACT DATED SEPTEMBER 15, 2016
NTRACT NO. G P-0 D-
(Continued)
MONTHLY ANTELOPE ASSET CHARGE ('AAC')(Continued)
2. ldaho Power Ownership Costs (OC):
69 = (ROC xAV) + (PTxAV) + (RORx NRBA) + (lTx NRBA)
Table 'l : Description of AAC Rate Components
The Monthly AAC will reflect the charges detailed in the formulas above according to the most
current values from the data sources listed in Table 1, to be updated annually on October 1, with the
exception of ROR, which will be updated in accordance with its effective date.
1 Open Access Transmission Tariff
2 Joint Ownership and Operating Agreement
3 Accumulated deferred income taxes
IDAHO
lssued per Order No.
Effective - April 1,2O2O
lssued by IDAHO POWER COMPANY
Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
Item Description Source
PacifiCorp Operations & Maintenance Expense PacifiCorp OATT1 Formula Rate
GAV Gross Asset Value AV plus original asset value per JOOA2
cEc PacifiCorp Common Equipment Charge PacifiCorp OATT Formula Rate; JOOA Exhibit D
ROC Recovery of Capital Rate ldaho Power OATT Formula Rate
Joint-Owned Acquisition Value AV per JOOA plus utility costs to replace assets
PT Property Taxes Rate Actual ldaho Power Property Tax Data
ROR Rate of Return Current ldaho Power Retail Rate of Return
NRBA Net Rate Base Amount AV less accumulated depreciation and ADIT3
IT lncome Taxes Rate ldaho Power OATT Formula Rate
ldaho Power Company
LP.U.C. No. 29. Tariff No. 101 Orioinal Sheet No. 30-2
o&M
TARIFF
LEGISLATIVE FORMAT
SCHEDULE 30
IDAHO POWER COMPANY
ELECTRIC SERVICE RATE
FOR
UNITED STATES DEPARTMENT OF ENERGY
IDAHO OPERATIONS OFFICE
SPECIAL CO DSEPTEMBER 15,201+6
CONTRACT NO, GS-OOP.Og-BSD-0651
AVAILABILITY
This schedule is available for firm retail sewice of electric power and energy delivered for the
operations of the Department of Energy's facilities located at the ldaho National Engineering Laboratory
site, as provided in lhe Contract for Electric Service belween the parties.
The Monthly Charge is the sum of the following charges, and may also include charges as set
forth in Schedule 55 (Power Cost Adjustment), Schedule 91 (Energy Efficiency Rider), and Schedule 95
(Adjustment for Municipal Franchise Fees).
Demand Charoe, per kW of
Billing Demand $8.38
2.930',t0,2. Enerqy Charqe , per kwh
1. Billinq Demand The Billin g Demand shall be the average kW supplied during the 30-
minute period of maximum use during the month
2. Power Factor Adiustment. When the Power Factor is less than 95 percent during the
3o-minute period of maximum load for the month, Company may adjust the measured Demand to
determine the Billing Demand by multiplying the measured kW of Demand by 0.95 and dividing by the
actual Power Factor.
The AAC will be paid for the oalDpalfy s investment in, and operation and maintenance
expenses associated with, specified transmission facilities required to provide service under the
contract
The Monthlv AAC consists of two components
1. Pacificorp Pass-Throuqh Charqe (PPTC)
PPTC=(O&MxGAV)+(CEC)
I
lssued by IDAHO POWER COMPANY
Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
ldaho Power Company ThiFourteenth Revised Sheet No. 30-1
Cancels
l.P.U.C. No. 29. Tariff No. 101Twel{Thirteenth Revised Sheet No. 30-1
MONTHLY CHARGE
SPECIAL CONDITIONS
MONTHLY ANTELOPE ASSET CHARGE ('AAC")
IDAHO
lssued per Order No. 34+lg
Effective - JanuaryApril 1, 2020
ldaho Power Company
l.P.U.C. No. 29. Tariff No. 101 Orioinal Sheet No. 30-2
SCHEDULE 30
IDAHO POWER COMPANY
ELECTRIC SERVICE RATE
FOR
UNITED STATES DEPARTMENT OF ENERGY
I DAHO OPERATIONS OFFICE
2. ldaho Power Ownership Costs (OC)
The Monthlv AAC will reflect the charqes detailed in the formulas above accordinq to the most
current values from the data sources listed in Table 1 , to be updated annually on October '1, with the
ion of ROR which will be u ln
lssued by IDAHO POWER COMPANY
Timothy E. Tatum, Vice President, Regulatory Affairs
1221 West ldaho Street, Boise, ldaho
Description Source
PacifiCorp Operations & Maintenance Expense PacifiCorp OATT1 Formula Rate
Gross Asset Value AV Dlus oriqinal asset value per JOOA2
PacifiCorp Common Equipment Charqe PacifiCorp OATT Formula Rate; JOOA Exhtbl D
Recoverv of Capital Rate ldaho Power OATT Formula Rate
Joinlowned Acquisition Value AV per JOOA plus utility costs to replace assets
PT Propertv Taxes Rate Actual ldaho Power Property Tax Data
NRBA Net Rate Base Amount AV less accumulated depreciation and ADIT3
IT lncome Taxes Rate ldaho Power OATT Formula Rate
SPECIAL CONTRACT DATED SEPTEMBER 15. 2016
CONTRACT NO. GS-OOP-o9-BSD-0651
(Continued)
MONTHLY ANTELOPE ASSET CHARGE (..AAC,,) (Cont.nued)
OC = (ROC x AV) + (PTxAV) + (ROR x NRBA) + (ITx NRBA)
Table 1: Description of AAC Rate Components
1 Ooen Access Transmission Tariff
2 Joint OwnershiD and Operatinq Aqreement
3 Accumulated deferred income taxes
IDAHO
lssued per Order No.
Effective - April 1, 2020
Item
o&M
GAV
Utr,U
ROC
ROR Rate of Return Current ldaho Power Retail Rate of Return