20140701Notice of Affiliate Transaction.pdf

\PecrnCoRP
R. Jeff Richails
Vice President und General Counsel
201 S. Muin Street, Suite 2400
SaltLakeCiO,UT 84111
801-2204734 Oflice
801-2204058 Fax
j elf , ric h ar d@2 acifi c o rp. c o mJuly 1,2014
VA OWRNIGHT DELIWRY
Idaho Public Utilities Commission
472West Washington
Boise,ID 83702-5983
Attention: Jean D. Jewell
Commission Secretary
PacifiCorp Notice of Affiliate Transaction
Case No. PAC-E-05-8
Dear Ms. Jewell:
This letter will serve as supplemental notice pursuant to Commitment I l7(2),
incorporated in the Idaho Public Utilities Commission Order No. 29973 issued February 13,
2006, as supplemented by Order No. 29998 March 14,2006, in the above-referenced proceeding,
approving the acquisition of PacifiCorp by MidAmerican Energy Holdings Company (MEHC)',
of an affiliate interest transaction with CE Casecnan. On May 30,2014, PacifiCorp filed notice
of an affiliated interest transaction under which PacifiCorp would ship a breaker to CE Casecnan
to allow CE Casecnan to adequately prepare for monsoon season. This supplemental filing
provides additional information about the transfer of the breaker, primarily to disclose potential
costs and to provide documentation of the transaction.
CE Casecnan submitted a purchase order to PacifiCorp to document the purchase of the
breaker. A copy of the Purchase Order is included with this Notice as Attachment A.
In addition to transferring the breaker, PacifiCorp provided certain domestic shipping
logistics and has sent personnel to assist CE Casecnan with installing the breaker. The
installation may take several weeks. Further, certain breaker parts were damaged during
international shipping. PacifiCorp assisted in facilitating the procurement and shipment of
replacement parts. The additional costs will be resolved through the lntercompany Billing
system, which allows Berkshire Hathaway Energy companies to directly bill each other on a
monthly basis for intercompany charges.
Further, additional costs have been incurred as a result of damage occurring to the
breaker in route to CE Casecnan. CE Casecnan was able to locate replacement parts and
PacifiCorp assisted in facilitating the ffansaction. CE Casecnan purchased replacement parts
from an entity that is not an affiliate of PacifiCorp. PacifiCorp's costs incurred for the facilitation
effort will be billed through the Intercompany Billing system.
Please do not hesitate to contact me if you have any questions.
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t As of April 3O,2OI4,MEHC was renamed Berkshire Hathaway Energy.
Idatro Public Utilities Commission
July 1,2014
Page2
Best Regards,
R. JeffRichards
Vice President and General Counsel
PacifiCorp
Enclosures
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6
PURCHASE ORDER TERMS AND CONDITIONS
DEFINITIONS As used herein (a) "Purchase Order" shall refer to this Purchase Order and any attachments or documents incorporated herein, including every
written, properly executed amendments; (b) "Seller" refers to the entity to which this Purchase Order is issued; and (c)'Buyer' refers to the entity issuing this
Purchase Order.
ORDER ACCEPTANCE. Seller shall be deemed to have accepted all the terms and conditions of this Purchase Order unless it provides written exception to same
within fifteen (15) days of the date hereof. If Seller properly takes exception hereto, Buyer and Seller shall attempt to negotiate mutually acceptable terms and
conditions.
PRICE / OWNERSHIP. This Purchase Order shall not be billed at prices higher than those set forth herein or a properly completed amendment hereto. Seller
warrants that the prices to be charged for articles, goods or services ordered herein are not in excess ofthe prices charged to other customers purchasing similar
quantities of articles, goods or services of like quality. Seller also warrants that it is the lawful owner and possessor of the articles or goods herein specified and
that it has the right to transfer absolute ownership and possession thereofat the time they are delivered, free ofall liens and encumbrances ofwhatsoever kind or
nature.
TERMS OF PAYMENT / CASH DISCOUNT. Terms of payment shall be Net 30 unless otherwise specified herein. Computation of any applicable discount will
be reckoned from the date ofreceipt ofthe corresponding original invoice; provided, however, ifthe invoice is received prior to delivery ofthe articles, goods or
services to Buyer at the designated place ofdelivery, then any payment due date shall be calculated from said later date.
DELMRY. Time is of the essence. Timely delivery in accordance with the terms hereof is required. Any delay in delivery shall be reported immediately by
Seller to Buyer. Buyer reserves the right to cancel this Purchase Order in whole or in part ifSeller should fail to make deliveries, in accordance with the Terms of
the Purchase Order.
PATENT, TRADEMARK & COPYRIGHT INDEMNITY. Seller agrees to indemni!, and save harmless Buyer, its agents, successors, assigrs and customers
from and against any and all expenses, liabilities or other losses arising from or by reason of any actual or claimed infringement of patents, trademarks or
copyrights, and to defend any suits based thereon, with respect to any items furnished hereunder, except where the claimed infringement arises by reason ofthe
items furnished hereunder being based solely upon designs or drawings fumished by Buyer.
WARRANTY. The Seller warrants that all materials or services delivered hereunder will conform to the design and specifications and to drawings, samples or
other descriptions refened to herein, will conform strictly to the requirements ofthis Purchase Order, and will be free from defects in materials and workmanship.
COMPLIANCE WITH LAWS. Seller shall comply with all national and local laws applicable to this Purchase Order. These include laws, statutes, ordinances,
rules and regulations regarding equal opportunity, discrimination, comrption (including, without limitation, all applicable foreign laws such as the United States
Foreign Comrpt Practices Act and the United Kingdom Bribery Act 2010), environment, labor and safety.
BUYER'S PROPERTY. All materials, including tools, fumished or specifically paid for by Buyer, unless otherwise specified herein, shall be the property of
Buyer, shall be subject to removal at any time without additional cost upon demand by Buyer, shall be used only in filling orders from Buyer, shall be kept
separate from other materials or tools, and shall be clearly identified as the property ofBuyer. Seller assumes all liability for loss or damage, with the exception of
normal wear and tear, and agrees to supply detailed statements of inventory promptly upon request.
TAXES. Unless otherwise provided herein, the price set forth herein shall include all applicable national, state and local taxes ofany kind payable by either Buyer
or Seller, including without limitations, customs duties, excise taxes, sales taxes, value-added taxes and any other applicable, required tax not listed on the invoice.
Buyer shall withhold all taxes as required by national, state or local laws, and remit the same as required by law.
ASSIGNMENT OF RIGHTS. Seller shall not delegate any duties or assign any rights, obligations or claims under this Purchase Order or for breach thereof
without the written consent ofBuyer and no such attempted delegation or assignment shall be binding on Buyer. Buyer may set offany amounts due from Buyer
to Seller against any amounts due from Seller to Buyer based on this Purchase Order or any other purchase order or transaction between Buyer and Seller.
CHANGES. Buyer may at any time make changes in the delivery schedules, drawings, quantities, designs and specifications which shall be effective on deliveryof written, executed notice from Buyer. Buyer also may make changes in the method of shipping or packing and place of delivery by any means of
communication. If any such change affects cost or delivery schedules of this Purchase Order, an equitable adjustment shall be made, provided Seller makes a
written claim therefore within l5 days from the date ofBuyer's written notification ofchange.
INSOLVENCY In the event of any proceedings, voluntary or involuntary, in bankruptcy or insolvency by or against Seller, incl'rding any proceeding under the
applicable bankruptcy law, or in the event ofthe appointment, with or without the Selle/s consent, ofan assignee for the benefit ofcreditors or ofa receiver.
Buyer may cancel, at its discretion, any unfilled part ofthis Purchase Order without any liability whatsoever.
TITLE TO SPECIFICATIONS. Buyer shall at all times have title to all drawings and specifications fumished by Buyer to Seller and intended for use in
connection herewith. Seller shall not disclose such drawings and specifications to any person, firm or corporation other than Buyer's or Selle/s employees,
subcontractors or govemment inspectors, and only to the extent required by law or fulfillment ofthe terms ofthis Purchase Order, The Selter shall, upon Buyer's
request, promptly retum all drawings and specifications to the Buyer.
OBJECTIVE QUALITY EVIDENCE. Seller agrees to maintain, and provide to Buyer on request, objective quality evidence for materials supplied hereunder.
LABOR DISPUTES. Seller agrees that whenever an actual or potential labor dispute delays or threatens to delay the timely performance ofthis Purchase Order,
Seller will immediately give notice thereof to Buyer.
TITLE AND RISKOF LOSS. Title and risk of loss shall pass to Buyer at the F.O.B. point, provided, however, that the risk of loss shall remain with Seller until
delivery and acceptance ofsame by Buyer. Unless otherwise specified all shipments shall be F.O.B. destination.
DEFECTIVE WORK. If any materials or services are defective in material or workmanship or otherwise not in conformity with the requiremenu of this Purchase
Order, Buyer shall have the right either to rgect them or to require their correction, in any event at Selle/s sole risk and expense, including all transportation.
OVER SHIPMENT. Subject to inspection and acceptance, Buyer will be liable for payment only for quantities ordered and delivered. Over shipments shall be
held at Selle/s risk and expense for a reasonable time awaiting shipping instructions. Shipping charges for retums shall be solely for Seller's account,
REMEDIES. The rights and remedies provided to Buyer herein are cumulative and in addition to any other rights and remedies provided by law or equity.
WAIVER. Waiver of a breach of any provisions of this Purchase Order shall not constitute waiver or full compliance with such provision nor shall it be construed
as a waiver ofany other breach.
GOVERNING LAW. This Purchase Order shall be interpreted and govemed in all respects according to the laws of the Republic of the Philippines.
ARBITRATION. Unless the parties mutually agree otherwise, all disputes between the parties hereto concerning the interpretation or performance of this
Purchase Order shall be finally settled by arbitration in Manila, Philippines in accordance with the Rules of Conciliation and Arbitration of the Intemational
Chamber of Commerce (ICC). Notwithstanding anything to the contrary in such rules, the arbitrators in any such arbitation shall apply the laws of the Republic of
the Philippines. Any award rendered by the arbitrators shall be final and binding upon the parties and may be enforced by judgment of a court of competentjurisdiction. Each party shall be the right to designate an arbitrator of its choice, who need not be from the ICC's panel ofarbitrators, and those two arbitrators
shall, in tum, designate a presiding arbitator. All arbifation proceedings shall be conducted and recorded in the English language.
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