20120413Application.pdf

' ROCKY MOUNTAIN
' POWER
A DIVISION OF R&CIFCORP
April 12, 2012
VIA ELECTRONIC FILING
AND OVERNIGHT DELIVERY
RECE IV Er)
2012 APR 13 AMIO:
1
ff U
UTLTiE3 COMMtSSION
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Jean D. Jewell
Commission Secretary
Idaho Public Utilities Commission
472 West Washington
Boise, ID 83702-5983
RE: CASE NO. PAC-E-12-06
IN THE MATTER OF PACIFICORP DBA ROCKY MOUNTIAN POWER
PETITION FOR APPROVAL OF A NEW ELECTRIC SERVICE AGREEMENT
WITH AGRIUM.
Dear Ms. Jewell:
Please find enclosed for filing an original and seven (7) copies of Rocky Mountain Power's
Petition for Approval of Electric Service Agreement between Rocky Mountain Power and
Agrium.
All formal correspondence regarding this Petition should be addressed to:
Ted Weston Daniel E. Solander
Rocky Mountain Power Rocky Mountain Power
201 South Main, Suite 2300 201 South Main Street, Suite 2300
Salt Lake City, Utah 84111 Salt Lake City, Utah 84111
Telephone: [phone] Telephone: [phone]
Fax: [phone] Fax: [phone]
Email: [e-mail] Email: [e-mail]
Communications regarding discovery matters, including data requests issued to Rocky Mountain
Power, should be addressed to the following:
By E-mail (preferred):
By regular mail:
datareguest(pacificorp.com
Data Request Response Center
PaciflCorp
825 NE Multnomah St., Suite 2000
Portland, OR 97232
Informal inquiries may be directed to Ted Weston, Idaho Regulatory Manager at (801) 220-
2963.
Sincerely,
4t
Vice President, Regulation & Government Affairs
Mark C. Moench
Daniel E. Solander
201 S. Main, Suite 2300
Salt Lake City, UT 84111
Telephone [phone]
Fax: [phone]
mark.moenchpacificorp.com
danie1.solander(pacificorp.com
Attorneys for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION )
OF PACIFICORP DBA ROCKY MOUNTAIN ) CASE NO. PAC-E-12-06
POWER PETITION FOR APPROVAL OF A )
NEW ELECTRIC SERVICE AGREEMENT )
WITH AGRIUM. )
)
)
COMES NOW, PacifiCorp, d/b/a Rocky Mountain Power ("Rocky Mountain
Power") and Agrium Company ("Agrium"), pursuant to RP 53, hereby respectfully
petition the Idaho Public Utilities Commission (the "Commission") for an Order
approving the Electric Service Agreement (the "ESA") entered into between Rocky
Mountain Power and Agrium. In support of their petition, Rocky Mountain Power and
Agrium state as follows:
1. PacifiCorp, an Oregon corporation, is an electrical corporation and public utility
doing business as Rocky Mountain Power in the state of Idaho and is subject to the
jurisdiction of the Commission with regard to its public utility operations. PacifiCorp
also provides retail electric service in the states of Utah, Oregon, Wyoming, Washington,
and California.
PETITION OF ROCKY MOUNTAIN POWER -1
2.Agrium Company is a Delaware corporation that owns and operates an elemental
phosphorous plant at a site near Soda Springs City, Idaho in Caribou County.
3.After the stipulation entered into by Rocky Mountain Power, Commission Staff,
Idaho Irrigation Pumper Association, PacifiCorp Idaho Industrial Customers, and
Monsanto in Case No. PAC-E-1 1-12, Agrium and the Company agreed to execute a new
ESA. The contract was executed on April 10, 2012.
4.The previous ESA had the rates stated in the Section 4.1 of the contract. To
avoided filing a new ESA every time the Commission approves changes to Agrium's
tariff contract, Electric Service Schedule No. 401, or the Energy Cost Adjustment,
Electric Service Schedule No 94, the parties agreed to modify this section to reference the
appropriate service schedules rather than specific rates.
5.Section 5.2 was added to the ESA to establish procedures for routine meter testing
and verification of equipment accuracy as well as specify the process if tests indicate that
the metering equipment is not registering accurately.
6.The Company and Agrium respectfully submit that the Commission's approval of
the ESA is in the public interest.
CONCLUSION
WHEREFORE, Rocky Mountain Power and Agrium respectfully request that the
Commission issue a final order approving the Company's proposed electric service
agreement with Agrium.
PETITION OF ROCKY MOUNTAIN POWER -2
DATED this 12th day of April 2012
Respectfully submitted,
Mark C. Moench
Daniel E. Solander
Attorneys for Rocky Mountain Power
PETITION OF ROCKY MOUNTAIN POWER -3
ELECTRIC SERVICE AGREEMENT
between
PACIFICORP
and
Nil-WEST INDUSTRIES, INC.
This ELECTRIC SERVICE AGREEMENT (this "Agreement"), entered into on this 10th
day of April, 2012 is by and between PacifiCorp, an Oregon corporation ("PacifiCorp"), and Nu-
West Industries, Inc., a Delaware corporation ("Nu-West") having a place of business within the
State of Idaho, located at Soda Springs, Idaho within the county of Caribou. PacifiCorp and Nu-
West are sometimes referred to separately as a "Party" and collectively as "Parties".
WHEREAS, PacifiCorp is currently the provider of retail electric energy and power to
Nu-West's phosphate fertilizer production facilities served by Nu-West's El Paso Substation
located at Soda Springs, Idaho, and
WHEREAS, Nu-West desires to purchase all firm power and energy requirements for the
Facilities under this Agreement, and
WHEREAS, PacifiCorp desires to be the exclusive provider of all firm power and energy
to Nu-West's facilities, and
NOW, THEREFORE, the parties hereto agree as follows:
SECTION 1: DEFINITIONS
As used in this Agreement, the following terms shall have the following meanings:

.1 Agreement: This Electric Service Agreement and any renewals thereof.

1.2 Billing Demand: The Demand in kilowatts ("kW") which is used to determine the
Demand (power) charges in accordance with the provisions of this Agreement.

1.3 Billing Period: The period of approximately thirty (30) days intervening between regular
successive meter readings.

1.4 Commission: The Public Utilities Commission of the State of Idaho.

1.5 Contract Demand: The specific Demand in kW that Nu-West requires to meet its load
requirements and that PacifiCorp agrees to supply and have available for delivery to Nu-
Page 1 of 12
West, which shall be 20,000 kW unless otherwise agreed in writing in accordance with
the terms of this Agreement.
1.6 Demand: The rate in kW at which PacifiCorp delivers electric energy to Nu-West either
at a given instant or averaged over any designated period of time.
1.7 Electric Service Regulations: PacifiCorp's currently effective electric service rules and
regulations, on file with and approved by the Commission, as they may be amended or
superseded from time to time with the approval of the Commission.
1.8 Facilities: Those operating facilities including the El Paso Substation owned by Nu-West
to which PacifiCorp shall provide electric power and energy pursuant to this Agreement,
located at or near Soda Springs, Idaho.
1.9 Firm Power and Energy: Electric power expressed in kW and associated energy
expressed in kWh intended to have assured availability to Nu-West to meet all or any
agreed-upon portion of Nu-West's load requirements.
1.10 Heavy Load Hours ("HLH"): Hours of the day from the hour ending 0800 through the
hour ending 2300 Mountain Prevailing Time ("MPT") each Monday through Friday
except Holidays. Light Load Hours ("LLH") means all other times not included in HLH.
1.11 Holidays: Holidays include only New Year's Day, President's Day, Memorial Day,
Independence Day, Labor Day, Thanksgiving Day and Christmas Day. When a holiday
falls on a Saturday or Sunday, the Friday before the holiday (if the holiday falls on a
Saturday) or the Monday following the holiday (if the holiday falls on a Sunday) will be
considered a Holiday and consequently off peak (Light Load Hours).
1.12 Measured Demand: The Demand in kW as shown by or computed from the readings of
PacifiCorp's power (Demand) meter representing Nu-West's greatest use during the
Billing Period, adjusted for Power Factor as specified in Section 4.3.
1.13 Point of Delivery: The point of delivery for all Firm Power and Energy delivered to Nu-
West shall be at the existing point of interconnection between PacifiCorp and Nu-West at
the El Paso substation.
1.14 Power Factor: The percentage determined by dividing Nu-West's power use in kW (real
power) by the kilovolt-ampere power load (apparent power). Nu-West's specific Power
Factor and metering criteria can be obtained from PacifiCorp upon request.
1.15 Prudent Electrical Practices: Prudent Electrical Practices shall mean those practices,
methods and equipment, as changed from time to time, that are commonly used in
prudent electrical engineering and operations to operate electric equipment lawfully with
safety, and that are in accordance with the IEEE Standards utilized in the Company's
Engineering Handbook ("Handbook"), the National Electrical Safety Code, the National
Page 2 of 12
Electric Code or any other applicable government code in effect during the term of this
Agreement.
1.16 Tariff Rates: The Commission approved rates applicable to Nu-West, including but not
limited to, customer charges, demand charges, energy charges, surcharges, and credits, as
specified in Idaho Electric Service Schedule No. 401 or its successor.
1.17 Termination Date: This Agreement shall remain in full force unless and until either party
gives not less than 180 days written notice of termination. Such notice may be given at
any time to terminate this Agreement.
SECTION 2: TERM AND TERMINATION
This Agreement shall become effective on January 10, 2012 ("Effective Date"), subject
to Commission approval, and shall remain in full force through the Termination Date following
PacifiCorp's initial delivery of electric power and energy to Nu-West in accordance with this
Agreement.
SECTION 3: DELIVERY OF AND CHARGES FOR FIRM POWER AND ENERGY

3.1 Scone of Deliveries: PaciflCorp shall deliver such amounts of Firm Power and Energy to
the Point of Delivery as Nu-West requires to meet its load requirements up to, but not in
excess of, Contract Demand, subject to the provisions of Section 3.2.
3.2 Reauest for Additional Contract Demand: Upon PaciflCorp's receipt of Nu-West's
written request for power and energy above the Contract Demand, PacifiCorp shall use
commercially reasonable efforts to attempt to supply such additional power under terms
and conditions acceptable to both parties. Within fifteen (15) days of the request
PaciflCorp shall advise Nu-West in writing whether the additional power and energy is or
can be made available and the terms on which it can be made available. If PaciflCorp
and Nu-West agree that PaciflCorp shall provide Nu-West with Firm Power and Energy
in excess of the Contract Demand commitments, the amount of agreed deliveries shall
become the new Contract Demand amending and superseding the Contract Demand
specified in this Agreement. This new Contract Demand shall be subject to the same
pricing and adjustments as defined in Section 4, unless other agreed upon in writing.

3.3 Commencement of Deliveries: PacifiCorp shall make initial deliveries upon the
Effective Date.

3.4 Delivery Voltage: PaciflCorp shall deliver Firm Power and Energy at the Point of
Delivery in the form of three-phase, alternating current at a nominal frequency of 60
Hertz, and at a nominal voltage of 138,000 volts. For additional information on the
delivery voltage, see the section "Voltage Level and Range" in the PacifiCorp
Engineering Handbook.
Pap 3 of 12
3.5 Resale of Power: Nu-West shall not resell any electric power and energy delivered under
this Agreement to any other person or entity.
SECTION 4: BILLING, PRICES AND PAYMENT FOR POWER AND ENERGY
4.1 Billing: All billing statements for power and energy shall show the amount due for the
type and quantity of power and energy purchased and charged in accordance with this
Agreement and any charges permitted or required under the applicable Electric Service
Regulations. The charges specified in Section 4.1 of this Agreement shall be adjusted so
that the charges equal the Commission-approved rates applicable to Nu-West, including
but are not limited to, customer charges, demand charges, energy charges, surcharges,
and credits, as specified in Idaho Electric Service Schedule Nos. 401 and 94 and any
other applicable charges that should apply.
4.2 Power Factor: The charges are based on Nu-West maintaining at all times a Power
Factor of 85% lagging, or higher, as determined by measurement. If the average Power
Factor for the Billing Period is found to be less than 85% lagging, the Measured Demand
as recorded by PaciflCorp's meter for that Billing Period will be increased by 34 of 1%
for every 1% that the Power Factor is less than 85%.
4.3 Payments: All bills shall be paid by the date specified on the bill, or in the event no date
is specified on the bill, 15 days after receipt of the bill for the month, and late charges
shall be imposed upon any delinquent amounts. Nu-West must pay all payments by EDI
or wire transfer to an account designated by PacifiCorp. The Nu-West account number
must be included with each wire transfer. In the event that a portion of the bill or
adjustment arising hereunder is disputed, payment of the portion not in dispute shall be
made when due. Nu-West and PacifiCoip shall seek to make a determination on any
disputed amount within sixty (60) days after issuance of Nu-West's notice of dispute. If
it is determined that the disputed amount is due PacifiCorp, Nu-West shall pay
PacffiCorp within 15 days following the determination, together with interest from the
date the bill was originally due at the rate then specified in the electric Service
Regulations on late payments or, if no rate is specified, the then effective prime rate as
established by the Morgan Guaranty Trust Bank of New York.
4.4 Deposits: If at any time Nu-West publicly discloses information which .PacifiCorp
believes will impact Nu-West's ability to pay its electric service bills, PacifiCorp may
request deposits to the extent permitted under the applicable Electric Service Regulations.
Such an event would be limited to public disclosure of significant financial losses;
inability to make scheduled debt payments; foreclosure of assets, or disclosure that the
company is considering filing for bankruptcy. In the event Nu-West defaults in any of its
obligations under this Agreement or the applicable Electric Service Regulations,
PaciflCorp may exercise any or all of its rights and remedies under this Agreement, the
applicable Electric Service Regulations, and under any applicable laws, rules and
regulations.
Page 4 of 12
SECTION 5: METERING
5.1 Metering Equipment: PacifiCorp shall provide, maintain and test meters and metering
equipment required for billing purposes. The parties shall specify the locations for
PacifiCorp's installation of metering equipment in Nu-West's premises, and Nu-West
shall allow PacifiCorp access to such locations without charge during reasonable business
hours.
5.2 Accuracy:
(a)The accuracy of all metering equipment shall be verified periodically in
accordance with customary industry standards and each Party shall be notified in
writing of (at least ten (10) days in advance of) and be entitled to be present at any
such verification.
(b)All meters shall be open to inspection at reasonable times by Nu-West and
PacifiCoip upon ten (10) days' prior notice by one party to the other of such
inspection and the opportunity of the other party to be present thereat. Where
such notice has been given, the party giving the notice may conduct the inspection
of the meters with the other party present or not. In case any question arises as to
the accuracy of measurement, any meter shall be tested upon demand, to the
extent reasonably practicable. Calibration of instrumentation and the methods for
determining the accuracy of the measurement instrumentation and devices shall
be in accordance with the manufacturer's specification of such instrumentation or
applicable law.
(c)If, upon any test, measuring equipment is found to be in error by not more than
the customary industry standard, determined on a percentage basis, (hereinafter,
each applicable percentage being called the "relevant percentage"), previous
readings of such equipment shall be considered correct in computing the amounts
being metered, but such equipment shall be adjusted properly at once to record
accurately. If, upon any test, any measuring equipment is found to be inaccurate
by any more than the relevant percentage, then any previous readings of such
equipment shall be corrected to zero error for any period which the parties are
certain of or is agreed upon. In the case where the parties are uncertain of such
period or cannot agree upon such period, such correction shall be for a period
covering the last half of the time elapsed since the date of the last test.
(d)If the measuring equipment is out of service or out of repair so that the amounts
being measured are not correctly indicated by the reading thereof, the amounts
attributable to the period shall be estimated and agreed upon on the basis of the
best available data using the first of whichever of the following methods is
feasible:
(i) by using the registration of any check measuring equipment if installed
and accurately registering; or
Pagc 5 of 12
(ii)by correcting the error if the percentage of error is ascertainable by
calibration, test or mathematical calculations; or
(iii)by estimating the volume based upon deliveries under similar conditions
during a period when the meter was registering accurately.
5.3 Telecommunications Facilities: Upon PacifiCorp's request, Nu-West shall install a
dedicated telephone line for meter reading purposes without charge to PacifiCorp. Nu-
West shall pay all recurring charges related to line operation.
5.4 Secondary Meterina: If the Point of Delivery is on the primary side of Nu-West's
transformers, PacifiCorp may elect to install its meter on the secondary side of the
transformers, whereupon transformer and other losses occurring between the Point of
Delivery and the meter shall be computed and added to the meter readings to determine
the monthly demand and energy consumption.
5.5 Transformer Loss Curves: If Nu-West takes service at primary voltage and if secondary
metering is used, Nu-West shall, prior to commencement of service, provide PacifiCorp
with transformer loss curves and test data to allow PacifiCorp to calculate transformer
losses for billing purposes.
SECTION 6: OPERATIONAL CONSTRAINTS
6.1 For details on the operational constraints and power quality, refer to the PaciflCorp
Engineering Handbook, Section - Power Quality, All measurements of currents and
voltages under this Section shall be taken at the Point of Delivery.
6.2 Reactive Reuuirements: Nu-West shall control and limit the flow of reactive power
between PacifiCorp's and Nu-West's system so as to maintain a Power Factor in
accordance with Section 4.2. PacifiCorp's Billing Demands shall be increased in
accordance with Section 4.2 for excessive reactive flow.
6.3 Voltage Drops: In order to receive electric service from PacifiCorp, Nu-West shall
continuously comply with PacifiCorp's flicker guidelines and with the operating criteria
set forth in the PacifiCorp Engineering Handbook, Section "Voltage Fluctuation and
Flicker". If operation outside of these limits is desired, Nu-West must contact PacifiCorp
for engineering studies to be done prior to changing operations.
6.4 Harmonic Distortion: Nu-West shall operate the Facilities in such a manner so that the
harmonic distortion and notching falls within PacifiCorp's adopted guidelines and
standards as described in the PacifiCorp Engineering Handbook, Section "Harmonic
Distortion".
6.5 Voltage Balance: Nu-West shall operate the Facilities in such a manner so that the
PacifiCorp system voltage balance falls within PacifiCorp's adopted guidelines and
Page 6 of 12
standards as described in the PacifiCorp Engineering Handbook in the Power Quality
Section.
6.6 Voltage Transients: Nu-West shall operate the Facilities in such a manner so that the
PacifiCoip system does not experience transient magnification issues, such as those
outlined in PacifiCorp's adopted guidelines and standards as described in the PacifiCorp
Engineering Handbook - Power Quality Section.
6.7 Remediation: In the event that the Nu-West's operations fall outside of the technical
requirements of this contract, or the requirements set forth in the Electric Service
Regulations, or adversely affects the operations of PacifiCorp's transmission or
distribution system, or other PacifiCorp customers, PacifiCorp shall give Nu-West
written notice of the corrective actions required, and Nu-West shall have the opportunity
for a period of fourteen (14) days to discuss PacifiCorp's requirements. Although
PacifiCorp will discuss the corrective action with Nu-West, any final determination of the
corrective action required shall be based on compliance with PacifiCorp's Engineering
Handbook, guidelines and standards. After such fourteen (14) day period, PacifiCorp
shall give Nu-West its final determination of PaciflCorp's required corrective action.
Should Nu-West fail to begin to take corrective action required by PacifiCorp within
thirty (30) days after written notice from PacifiCorp or fail to pursue completion of such
corrective action with diligence, PacifiCorp may perform such services or supply and
install such equipment as it deems necessary to provide corrective action, whereupon Nu-
West shall compensate PacifiCorp for all sums expended, all materials utilized, and all
services contracted or performed, by paying a sum equal to 110% of all costs, expenses,
material, and labor charges incurred by PacifiCorp, including PacifiCorp's internal
material and labor charges and standard overhead costs. Nu-West shall pay such sums
within fifteen (15) days after PacifiCorp has mailed Nu-West an itemized statement of its
charges therefore. If Nu-West desires to operate outside of these limits, Nu-West shall
pay for studies done by PacifiCorp to determine the impact on other PaeifiCorp
customers and if the proposed operation is acceptable.
6.8 Notification: Nu-West shall notify PacifiCorp prior to increasing its consumption of
electric power and energy that will exceed the normal operating limits of the Facilities
and Nu-West shall provide sufficient time for PacifiCoq to accommodate such loads.
Nu-West shall also notify PacifiCorp prior to any significant change in load
characteristics or installation of a significant number of devices (such as power factor
correction capacitors, dynamic brakes, adjustable speed drives, etc.) that could impact the
operation of the PaciflCorp system and the interaction with Nu-West's system. Please
refer to the Power Quality Section in the PacifiCorp Engineering Handbook for additional
information and guidelines.
Page 7 of 12
SECTION 7: INTEGRATION; AMENDMENT
This Agreement contains the entire agreement of the parties with respect to the subject
matter, and replaces and supersedes in their entirety all prior agreements between the parties
related to the same subject matter. Except pursuant to Sections 8 and ii below, this Agreement
may be modified only by a subsequent written amendment or agreement executed by both
parties.
SECTION 8: JURISDITION OF REGULATORY AUTHORITIES

8.1 This Agreement is subject to approval of the Commission. In the event the Commission
order approving this Agreement does not provide for the direct assignment of the
revenues and costs from this Agreement to the Idaho jurisdiction for rate making
purposes, PaciflCorp may terminate this Agreement by providing Nu-West notice within
30 days of the entry of the Commission's Order. In the event that the Commission Order
approving this Agreement contains any condition that is materially adverse to either
Party, the party adversely impacted by the condition may terminate this Agreement by
providing the other party notice within 30 days of the entry of the Commission's Order.

8.2 The Electric Service Regulations of PaciflCorp, together with all changes and
amendments thereto as approved by the Commission, are incorporated herein and made a
part of the agreement. Once the Commission approves the Agreement, the provisions of
the Agreement shall take precedence over any conflicting provisions of PaciflCorp's
Electrical Service Regulations.

8.3 The parties agree that the Commission has the authority to modify the rates for service
under this Agreement under the same standard that applies to tariff customers generally.
Accordingly, surcharges or credits that apply to service to tariff customers generally will
also apply to service under this Agreement.

8.4 In the event that the statutes of the State of Idaho are amended to provide Nu-West with
the ability to choose an electric supplier other than PaciflCorp, either party may terminate
the Agreement within 90 days of the effective date of the legislation by written notice
delivered to PacifiCorp
SECTION 9: FORCE MAJEURE
Neither Party shall be subject to any liability of damages for inability to provide or receive
service to the extent that such failure shall be due to causes beyond the control of either
PaciflCorp or Nu-West, including, but not limited to the following: (a) the operation and effect
of any rules, regulations and orders promulgated by any Commission, municipality, or
governmental agency of the United States, or subdivision thereof (so long as the claiming party
has not applied for or assisted in the application for, and has opposed where and to the extent
reasonable, such government action); (b) restraining order, injunction or similar decree of any
court; (c) war; (d) flood; (e) earthquake; (f) act of God; (g) civil disturbance; or (h) strikes or
boycotts. Should any of the foregoing occur, the minimum charges and early termination charges
that would otherwise be applicable under this Agreement shall be waived and Nu-West shall
have no liability for service until Nu-West is able to resume service; provided, the party claiming
Page 8 of 12
Force Majeure shall make every reasonable attempt to remedy the cause thereof as diligently and
expeditiously as possible. Time periods for performance obligations of parties herein shall be
extended for the period during which Force Majeure was in effect. In the event that a Force
Majeure event occurs, and Nu-West does not resume service at pre-event levels within six (6)
months of the beginning of the event, the contract will be treated as terminated, pursuant to
Section 2 above.
SECTION 10: ASSIGNMENT
Neither Company nor Nu-West shall assign this Agreement without the written consent of the
other party hereto, which shall not be unreasonably withheld; provided, Nu-West may assign this
agreement without such consent to an entity that acquires the majority of the value of Nu-West's
operating facilities, in which event Nu-West as assignor shall guarantee the assignee's
performance of Nu-West's obligations under this Agreement and further provided that Company
may assign this Agreement without any such consent to an entity that acquires the majority of the
value of Company's facilities, in which event Company as assignor, shall guarantee the
assignee's performance of Company's obligations. Any assignee or successor of Nu-West shall
remain subject to such any assignee or successor's qualification as a customer under Company's
policies and the Electric Service Regulations, and shall be bound by this Agreement, the Electric
Service Regulations, and assume the obligations of Nu-West from the date of assignment. This
Agreement shall inure to the benefit and be binding upon any authorized assignee, its agents and
assigns; provided, that nothing herein shall prevent either party from assigning this Agreement to
its parent corporation or to its survivor in connection with a corporate reorganization so long as
such assignee is solvent and is able to meet its obligations hereunder for the Agreement and the
Electric Service Regulations.
SECTION 11: INFORMATION
11.1 Furnishmna Information: Upon PacifiCorp's request, Nu-West shall submit its year-end
financial statements to PaciflCorp, certified to be true and correct and in accordance with
GAAP. Furthermore, Nu-West shall submit additional information as PacifiCorp may
reasonably request from time to time in furtherance of the purposes of this Agreement
This information will be considered confidential by PacifiCorp.
112 Accuracy of Information: Nu-West represents that all information it has furnished or will
furnish under this section to PaciflCorp will be accurate and complete in all material
respects. Nu-West also represents that Nu-West has not omitted and will not knowingly
omit any fact in connection with the information to be furnished under this section which
materially and adversely affects the business, operations, property or condition of the
Facilities or the obligations of PacifiCorp under this Agreement. Should PaciflCorp base
its willingness to enter into any portion of this Agreement or any decision with respect to
credit, deposits or any other material matter, on inaccurate information furnished under
this section by Nu-West for any reason, PaciflCorp shall have the right to revoke its
decision with respect to such matter and modify this Agreement and/or its decision to
reflect the determination which PacifiCorp would have applied had PacifiCorp received
accurate information.
Page 9 of 12
SECTION 12: REPRESENTATIVES AND NOTICES
For the purposes of this Agreement, any notices required to be given hereunder shall be sent
postage prepaid, by registered or certified mail, return receipt requested (or alternately by
facsimile or any other method acceptable by both parties) to the parties at the respective
addresses below and shall be deemed to have been given when received as evidence by the
appropriate receipt verifying delivery:
Representatives of Nu-West
Nu-West Industries, Inc.
C/O 13131 Lake Fraser Drive SE
Calgary, Alberta
121 7E8 Canada
Attn: Vice President Supply Management
Fax: [phone]
Representatives of PacifiCorp:
Senior Vice President of General Counsel
201 S. Main, Suite 2400
Salt Lake City, UT 84111
Fax: [phone]
With a copy to:
PaciflCorp
Director, Energy Contracts
825 NE Multnomah Street
Portland, OR 97232
Fax: [phone]
Page 10 of 12
SECTION 13: REMEDIES; WAIVER
Either party may exercise any or all of its rights and remedies under this Agreement, the
applicable Electric Service Regulations and under any applicable laws, rules and regulations.
PacifiCorp's liability for any action arising out of its activities relating to this Agreement or
PacifiCorp's electric utility service shall be limited to repair or replacement of any non-operating
or defective portion of PacifiCorp's electric utility facilities. Under no circumstances shall
PacifiCorp be liable for any economic losses, costs or damages, including but not limited to
special, indirect, incidental, consequential, punitive, or exemplary damages. No provision of this
Agreement or the Electric Service Regulations shall be deemed to have been waived unless such
waiver is in writing signed by the waiving party. No failure by any party to insist upon the strict
performance of any provision of this Agreement, the Electric Service Regulations or to exercise
any right or remedy consequent upon a breach thereof, shall constitute a waiver of any such
breach of such provision or of any other provision. No waiver of any provision of this
Agreement or the Electric Service Regulations shall be deemed a waiver of any other provision
of this Agreement, the Electric Service Regulations or a waiver of such provision with respect to
any subsequent breach, unless expressly provided in writing.
SECTION 14: GOVERNING LAW; JURISDICTIONS; VENUE
All provisions of this Agreement and the rights and obligations of the parties hereto shall in all
cases be governed by and construed in accordance with the laws of the State of Idaho applicable
to contracts executed in and to be wholly performed in Idaho by persons domiciled in the State
of Idaho. Each party hereto agrees that any suit, action or proceeding seeking to enforce any
provision of, or based on any matter arising out of or in connection with, this Agreement, the
Electric Service Regulations or the transactions contemplated hereby or thereby, may only be
brought before the Commission, the Federal courts located within the State of Idaho, or state
courts of the State of Idaho, and each party hereby consents to the exclusive jurisdiction of such
forums (and of the appellate courts there from) in any such suit, action or proceeding.
Furthermore, each party hereto waives, to the extent permitted by law, any objection which it
may now or hereafter have to the laying of the venue of any such suit, action or proceeding in
any such forum or that any such suit, action or proceeding which is brought in any such forum
has been brought in any inconvenient forum. If, for any reason, service of process cannot be
found in the State of Idaho, process in any such suit, action or proceeding may be served on a
party anywhere in the world, whether within or without the jurisdiction of any such forum.
SECTION 15: WAIVER OF JURY TRIAL
EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO
TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO
THIS AGREEMENT, THE ELECTRIC SERVICE REGULATIONS OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 16: HEADINGS
The descriptive headings contained in this Agreement are included for reference only and shall
not affect in any way the meaning or interpretation of this Agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
by persons duly authorized as of the date first above written.
PACIFICORP NU-WEST INDUSTRIES, INC.
By: By:
Name: A. Richard Waije Name: Tom Diment
Title: President Rocky Mountain Power Title: President of Nu-West Industries, Inc.
Address:
201 S. Main, Suite 2300
Salt Lake City, UT 84111
Fax: [phone]
Address:
C/O 13131 Lake Fraser Drive SE
Calgary, Alberta
TV 7E8 Canada
Fax: [phone]
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