20110815Notice of Affiliate Transaction.pdf

~~~~OUNTAIN Mark C. Moench
Senior Vice President and General Counsel
201 S. Main Street, Suite 2400
Salt Lake Cit, UT 84111
801-220-4459 Offe
801-220-058 Fax
mark.moench(acifcorp.com
August 15,2011
VI OVERNIGHT DELIVERY ~--
Attention:Jean D. Jewell
Commssion Secreta
cC"Idaho Public Utilties Commssion
472 West Washington
Boise,ID 83702-5983
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Re: PacifiCorp Notice of Affliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
Ths letter will serve as notice puruat to Commtment I 17(2), incorporated in the
Idaho Public Utilties Commssion Order No. 29973 issued Febru 13, 2006, as supplemented
by Order No. 29998 March 14, 2006, in the above-referenced proceedig, approving the
acquisition of PacifiCorp by MidAerican Energy Holdings Company ("MEHC"), of an afliate
interest transaction. Rocky Mountain Power hereby submits an original and seven copies of the
Temporar Constrction Workspace Agreement ("Easement") between PacifiCorp and Kern
River Gas Trasporttion Company ("Kern River"). A copy of the Agreement is included with
ths Notice as Attchment A.
Rocky Mounta Power and Kern River are both wholly-owned, indirct subsidiares of
MidAerican Energy Holdings Company ("MEHC"). Therefore, MEHC's ownership interest in
the Company and Kern River may create an affliated interest in some PacifiCorp jursdictions.
Kern River is a natul gas transporttion pipeline company that owns and operates the
Kern River pipeline system, which is a vital arery transporting natual gas to Californa, Nevada
and Uta. Certin Kern River pipelines located in Utah are in an area being used by the Uta
Deparment of Transporttion ("UDOT") as par of its Mountain View Corrdor project.
1
Portions of these pipelines are also located on PacifiCorp propert through use of an easement.
UDOT is requiring Kern River to relocate these pipelines to accommodate the Mounta View
Corrdor. To allow Kern River to accommodate the directive from UDOT, the Company will
i The Mountain View Corrdor is a planed freeway, trsit and trail system project in western Salt Lake and
nortwestern Uta counties. See htt://www.udot.utah.gov/mountainview/.
Idaho Public Utilities Commssion
August 15,2011
Page 2
grant a Temporar Construction Workspace Easement. The Easement will expir one year from
the date of execution.
Kern River will pay PacifiCorp approximately $11,057 for the Easement, which is based
upon the estimated market value of the underlying propert. The methodology for determning
the value of the transaction is as follows: a fee value for the underlyig properties is
approximated at $5.85 per squa foot. The acreage involved in the Easement is approximately
18,900 squae feet. Per common commercial real estate industr practices, a temporar
easement value is tyically derived by calculating ten (10) percent of the propert's ful fee
simple estate value per year. Such a calculation yields an anua lease price of $11,057. The
term of the Easement is approxiately ten (10) percent of the fair market value which equas
$11,057.
Grating the Easement will not afect PacifiCorp's abilty to provide safe and reliable
service, and thus will not har the public interest.
Please do not hesitate to contat me if you have any questions.
Sincerely,
ß(~r6.~
Mark C. Moench
Senior VP and General Counsel
Rocky Mountan Power
Enclosures
ATTACHMENT A
Temporary Construction Workspac Agreement
Ths Temporar Consction Workspace Agrement ("Agreement'), dated
, 2011, is by and beteen PACIFICORP, an Oregon Corporation d//a
Rocky Mountan Power (hereinafter referred to as "Rocky Mountain Power") and Kern River
Gas Tranmission Company (hereinaer referred to as "Kern River").
RECITALS
A. Rocky Mounta Power is the owner of a parcel or parcels of real property located
in the Salt Lake County, more paricularly described as Salt Lake County propert Tax ID No.
26-02-400-001 (collectively, the "Propery") also depicted in the atthed Exhibit A.
B. The design for Mounta View Corrdor (MC) at Danon Way involves
building up the grade and constrcting a bridge over the existing roadway that will require
driving piles. Some of the pile locations are where the Kern River (KRGT) 36" A- and B-Lines
currently cross Danon Way. As such both pipelines will be relocate to the west. This confict
area affects approximately 600 feet each of the existing KRGT pipelines. The new layout for
each line is about 825 feet (see Exhbit B) .
C. The existing KRGT lines ar approximately 71 feet apar at this location; as such
a swath of land about 21 feet wide between the lines falls outside of the easements for each line
(each pipeline is centered on an easement 50 feet wide). Of the constrction area, this is the only
land that is owned by RMP - the rest of the constrction and new pipeline layout is to the west in
UDOT owned propert.
D. Kern River desires and Rocky Mountan Power is willng to allow Kern River and
its selected contractor(s) access and use the Property for the purses of temporar consction
workspace (the "Work") in conjunction with its relocation of the Kern River facilties.
AGREEMENT
NOW THEREFORE, for good and valuable consideration, the receipt and sufciency of
which are hereby acknowledged, the paries agree as follows:
1. Right of Entr and Temporar Use. Rocky Mountai Power hereby grants to
Kern River, and to Kern River's contractors, subcontractors, and agents (for purses of ths
agreement, Kern River and its contractors, subcontracors, and agents, if any, shall be referred to
as "Kern Rivet'), the right to enter the Propert for the sole purose of conducting its Work on
the Propert. Ths right of entr shall allow Kern River to conduct its Work on locations shown
in the drawings, atthed hereto as Exhibit B. Kern River shall strctly adere to the uses
associated with each respective area on Exhbit A labeled "Excavation Area", "Access", and
Staging/Temporar Workspace". Kern River shall strictly comply with any reasonable
insctions, directions or restrctions promulgated by Rocky Mountain Power. This right of
entr shal commence on the date of execution and shall expire one year from the datè of
Rev. 8.11.1
PacifCorp parcel UTSL-U023 10f4
execution. Kern River shall be responsible and liable for the actions and inactions of its
contractors, subcontractors and agents hereunder as if Kern River were performng the sae.
2. Compliance with Law. In the prosecution of the Work, Ker River shal secure,
at its expense, any and all necessa permts and shall comply with all applicable federal, state
and local laws, regulation and enatments applicable to the Work. All Work shal be performed
in a workmanike maner and in compliance with all applicable industr standards. Kern River
shall perform and stage constrction so as to ensur the safety of: (a) Kern River's agents and
employees; (b) any and all Rocky Mountain Power operations conducted on the Propery; (c)
surounding propert owners; and (d) the public in general.
3. Rocky Mounta Power Operations. Kern River shall not make or allow to be
made any use of the Propert that is inconsistent with, or interferes in any maer with Rocky
Mountain Power's operation, maitenance or repair of Rocky Mountain Power's existing
instalations or additiona facilties or improvements constrcted after the grantig of ths right of
entr, including, without limtation, electrc transmission and distrbution circuits tht cross over
or above the propert as herein described.
4. Cal Power Lines. Kern River shal not use or permt to be used on the Property,
constrction cranes or other equipment that violate NESC, OSHA or Uta High Voltage Act
clearance stadards. Grantee shall not excavate in the Rocky Mountain Power Propert, nor
place any temporar spoils withn a thirt (30) foot radal clearnce from any overhead power
line uness otherwse approved by Rocky Mountain Power in wrting in advance. The storage of
hazdous materials is prohibited withn the Propert. At no time shal Kern River trsport or
place materials or equipment of any kid that excee foureen (14) feet in height, or that creates a
material risk of endangerig Rocky Mounta Power's facilties, or that poses a risk to human
safety, under or adjacnt to any overhead power line. At no tie shall Kern River operate any
equipment or vehicle exceedig foureen (14) feet in height under or adjacent to any overhead
power line; fuermore, any vehicle or equipment exceeding fourteen (14) feet in height durng
operation shall maitai a twenty (20) foot radial clearance from any overhead power line.
Grtee's use of the Propert shall comply with NESC, OSHA and Uta High Voltae Act
Safety clearance stadads.
(! Towers/Poles.
(i) Materials, supplies, or equipment of any kind may not be stock-
piled, parked, or stored withn five (5) feet of the tower or poles or in such proximity to sad
towers tht they would block access to any overhead power line.
(ii) No vehicles or equipment may be left unattended for any reasn
withiute (10) of Rocky Mountai Power's towers or in such proximity to said towers tht they
would block access to any overhead power line.
(ii) No re-constrction, operational or maintenace activities, vehicles,
equipment, mateals, supplies, warg barer, stockpiles, ear, spoils, etc. may be used
with the Property that will provide a platform for persons to climb the towers or poles or
PacifiCorp parcel UTSL-0023
provide access within the minimum clearance stadads established by the National Electrc
Safety Code.
5. Costs of Constrction. Kern River shal be solely responsible for any and all
costs incured with respect to the Work, and shall mainta the Propert free from liens or other
encumbrances associated with the Work.
6. Safety. Safety of personnel, propert, Rocky Mounta Power operations and the
public is of paamount importce in the prsecution of the Work. Kern River shall keep all
Work locaons in the Prope fre from safety and health hads and ensu tht its employees
are competent and adequately traied in all safety and health aspects of the Work. Kern River
shall have proper first aid supplies available on the job site so that prompt fist aid services ca
be administered to any person injur on the job site. Kern River shall promptly notifY Rocky
Mountai Power of any OSHA reportable injures arising durg the Work. Kern River shall
have a non-delegable duty to control its employees while on the Property to ensure that such
employees do not use, are not under the inuence of, and do not have in their possession, any
alcoholic beverage, drg, narotic or other substace that may inhbit the safe performce of the
Work.
7. Indemnfication. As consideration for the right of entr and use conveyed
pursuat to this Agreement, Ker River agrees to protect, defend, release, indemnfY and hold
harless Rocky Mountain Power, its paent companes, subsidiares and afliates, and each of
their officers directors, employees, shareholders, contractors, agents, attorneys, insurers, and
assigns from and agaist any costs, expenss, damages, claims, attorney's fees, lawsuits,
allegations, judgments, or other losses caused by or as a result of: (a) the prosecution of the
Work contemplated by this Agrernent by Ker River, or any employees, contractors,
subcontrtors, pricipals or agents of Kern River; (b) any mechanc's, materialan's, ta or
other lien asserted against the Proper as the result of the Work; (c) the failur to properly
obta any permt or other approval necssar for the Work; or (d) Kern River's material breach
of any provision of this Agrement.
8. Inurance. Kern River shall, at its sole cost and expense, obtan and maitan
workers compensation and liabilty insurce in amounts sufcient to protect against the risks
and liabilties assumed by Kern River under ths Agreement.
9. Entire Agreement; Counterpars. This Agreement shal constitute the entire
ageement and understandig of the paries with respect to the subject maer hereof, and shall
supersede all offers, negotiations and other ageements with respect thereto. This Agreement
may be executed in any number of counterpar and by each of the paries hereto on separate
counterprt, each of which when so execute and delivered shal be an origina, but all such
counterp shal together consttute but one and the same instrent. Any signatue page of
this Agreement may be detahed from any counterpar and reatthed to any other counterpar
hereof. The facsimile trmission of a signed original of this Agreement or any counterpar
hereof and the retransmission of any signed facsimile transmission hereof shall be the same as
delivery of an originaL.
PacifiCorp parl UTSL-0023
10. Termnation. Ths Agreement and right of entr granted hereunder may be
terate by Rocky Mountan Power in the event that Ker River continues in default wi
respect to any provision of this Agreement for a period of two days afr receipt of notice from
Rocky Mounta Power identifying the nature of Kern River's breach. Notwthstading the
foregoing, in the event tht the natue of Kern River's breach constitutes an imminent that to
persons or property, Rocky Mountan Power may immediately suspend the right of entr granted
herein until such time as Kern River remedes the breh.
11. Restoration of Propert. Upon termnation of this Right of Entr agreement,
Grantee shall restore the Propert to substatially the same condition as existed prior to the work,
includg but not limited to restoring vegetation to its original condition as curent year growing
season permits.
IN WIlNESS WHREOF, the paries hereto have execute this Agreement effective as
of the date and year first above wrttn.
ROCKY MOUNTAI POWER KERN RIVER
By:By:
Name: Douglas Bennon, P.E.Name: Doug Gibbons
Title: Vice President Title: Manager, Lad & Envionmenta
PacifCorp parcel UTSL-0023
Exhibit A
(Description of Grtor's Land)
Said trct ofland situte in the W ~ of the SE v. of Section 2, Townhip 3 South, Rage 2 West,
Salt Lake Meridian described as follows:
Beginning at the south bounda line of the Grantor's land at a point 1618.6 feet west along the
section line from the southeat comer of said Section 2, T. 3 S., R. 2 W., S.L.M., and rung
thence N. 0°01 'We 2599.28 feet to the nort bounda line of said Grator's land thence West
250 feet along said nort bounday line, thence S. 0°01' E. 2599.59 feet to the south bounday
line of said Grantor's land, thence Eat 250 fee along said south bounday line to the point of
beginng; containng 14.919 acres.
PacifiCorp parel UTSL-0023
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