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JULIA A. HILTON
Corporate Gounsel
[e-mail]
Decembet 19,2014
VIA HAND DELIVERY
Jean D. Jewel!, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Case No. IPC-E-14-41
Case No. PAC-E-14-11
Exchange of Certain Transmission Assets - Application
Dear Ms. Jewell:
Enclosed for filing in the above matters please find duplicate originals and seven
(7) copies of ldaho Power Company and PacifiCorp's Application.
Also enclosed for filing are duplicate originals and eight (8) copies each of the
Direct Testimony of Lisa A. Grow, David M. Angell, Richard A. Vail, and Gregory N.
Duvall. One copy of each of the aforementioned testimonies has been designated as
the "Reporter's Copy." ln addition, two disks containing Word versions of each of the
testimonies are enclosed for the Reporter.
JAH:csb
Enclosures
1221 W. ldaho St. (83702)
PO. Box 70
Boise, lD 83707
Julia A. Hilton
JULIA A. HILTON (lSB No. 7740)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
ihilton @ ida hopower. com
Attorney for ldaho Power Company
DANIEL E. SOLANDER (!SB No. 8931)
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
Telephone: (801 ) 220-4014
Facsimile: (801 ) 220-3299
dan iel. soland er@pacificoro. com
Attorney for PacifiCorp
IN THE MATTER OF THE APPLICATION
OF PACIFICORP D/B/A ROCKY
MOUNTAIN POWER AND IDAHO POWER
COMPANY FOR AN ORDER
AUTHORIZING THE EXCHANGE OF
CERTAI N TRANSMISSION ASSETS.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. !PC-E-14-41
CASE NO. PAC-E-14-11
APPLICATION
PacifiCorp dlbla Rocky Mountain Power and Pacific Power (collectively referred
to as "PacifiCorp") and ldaho Power Company ("ldaho Powe/') (together, the "Parties"
or singularly, the "Party"), in accordance with ldaho Code S 61-328 and RP 052, hereby
respectfully make application to the ldaho Public Utilities Commission ("Commission")
for an order approving the exchange of certain transmission assets.
APPLICATION -,1
ln support of this Application, the Parties represent as follows:
I. INTRODUCTION
1. The Parties own and operate the Jim Bridger power plant ("Jim Bridger
Plant")1 and associated transmission assets2 under the Restated Transmission Service
Agreement (.RTSA"), the Restated and Amended Transmission Facilities Agreement
("RATFA'), and the lnterconnection and Transmission Service Agreement ("ITSA"). The
RTSA, RATFA, and ITSA originated with the construction of the Jim Bridger Plant and
were agreed to with the intention of moving energy from the Jim Bridger Plant to the
PacifiCorp West Balancing Area. ln the intervening years since the RTSA, RATFA, and
ITSA were signed, the regulatory landscape, the Parties' respective load growth, and
investments in system upgrades have rendered the allocation of ownership and
operational responsibility provided for under the agreements inefficient with regard to
each Party's modern day load-service and regulatory obligations. The Parties desire to
reallocate their respective ownership interests and operational responsibilities for
various integrated transmission facilities in ldaho, Oregon, Washington, and Wyoming
("Transmission Facilities"), some of which the Parties jointly own and operate and
others that are independently owned and operated.3 Currently, the ownership and
' ldaho Power owns one-third and PacifiCorp owns two-thirds of the Jim Bridger power plant.
2 There are three transmission lines used to move power from the Jim Bridger power plant.
PacifiCorp owns two lines; ldaho Power owns one line.
3 For a complete list of the Transmission Facilities that will be subject to the Joint Ownership and
Operating Agreement dated October 24,2014 ("JOOA"), and which previously were subject to various
Legacy Agreements between the Parties, please refer to Exhibit A of the Joint Purchase and Sale
Agreement dated October 24, 2014 ('JPSA'), both of which are attached hereto.
APPLICATION - 2
operation of the jointly-owned Transmission Facilities is governed under numerqus
agreements that are in some cases over 40 years old ("Legacy Agreements").4
2. Accordingly, the Parties have agreed to enter into a transaction under the
Joint Purchase and Sale Agreement ('JPSA'), dated October 24, 2014, included with
this Application as Attachment 1, and a Joint Ownership and Operating Agreement
("JOOA'), included herein as Exhibit C of Attachment 1, to reallocate their respective
ownership interests to meet their respective load service obligations and improve
operational efficiency.s lf this Application is approved, along with the receipt of all other
required regulatory approvals, the Legacy Agreements will also be eliminated or
amended as part of the overal! transaction. The JOOA, dated October 24,2014, will
provide the terms under which the Parties will operate jointly-owned Transmission
Facilities. Set forth in this Application is a description of transmission asset ownership
and transmission service under the JPSA and JOOA.
II. ASSET OWNERSHIP AND TRANSMISSION SERVICE
UNDER THE PROPOSED JPSA AND JOOA
3. There are three 345 kilovolt ("kV") transmission lines that connect the Jim
Bridger Plant to ldaho Power and PacifiCorp's transmission system: (i) the Jim Bridger
- Three Mile Knoll - Goshen line; (ii) the Jim Bridger - Populus - Borah line; and (iii)
the Jim Bridger - Populus - Kinport !ine. Under the Legacy Agreements, PacifiCorp
owns two of the three transmission lines and two-thirds of the total capacity and ldaho
o The RATFA, RTSA, and ITSA are the primary agreements between the Parties. There are a
number of related agreements which support or are directly connected to the RATFA, RTSA, and ITSA.
The RATFA, RTSA, and ITSA and remaining agreements are collectively referred to as the "Legacy
Agreements." A complete list of the Legacy Agreements that will be terminated, amended, or
consolidated upon approval of the JPSA are identified in Schedules 1 .1(g) and 1 .1(h) to the JPSA.
t The JPSA and JOOA do not become effective until closing, which is dependent on federal and
state regulatory approvals listed in Schedules 1 .1(i) and 1 .1(j) of the JPSA.
APPLICATION - 3
Power owns one of the transmission lines and one-third of the total capacity. The
Legacy Agreements dictate how the Jim Bridger transmission system is operated, how
capacity and ownership is divided between PacifiCorp and ldaho Power, and other
system protocols. With elimination or amendment of the Legacy Agreements, the
Parties desire to exchange ownership interests through the proposed asset exchange to
better align with the current configuration of their respective transmission systems and
current load obligations. For example, during a Goshen to Kinport line outage,
PacifiCorp will use the Jim Bridger - Goshen 345 kV transmission line to serve Goshen
load as a result of the Parties each having ownership rights in all three 345 kV lines.
The asset exchange will provide both ldaho Power and PacifiCorp with capacity and
ownership in each of the three transmission lines.
4. The Parties determined that new transmission service obligations and an
asset exchange will transform and modernize their relationship, making it simpler and
more transparent, in addition to being more consistent with current regulatory
requirements. Generally, the Parties will reallocate their respective ownership interests
and operationa! responsibilities with respect to various integrated Transmission
Facilities in ldaho, Oregon, Washington, and Wyoming. The transaction will provide
PacifiCorp with approximately 1,600 megawatts ('MW") of capacity across ldaho
Power's transmission system, which is consistent with the capacity PacifiCorp is
provided under the Legacy Agreements and existing Open Access Transmission Tariff
("OATT") service, and ldaho Power with capacity on various portions of the existing
PacifiCorp transmission system. Existing joint ownership interests in the 345 kV and
230 kV Jim Bridger Plant transmission system wil! be reallocated to align with the
APPLICATION - 4
Parties' current operational requirements. Additionally, the transaction will establish the
respective rights and obligations of the Parties related to joint ownership of certain
assets, operation of jointly-owned facilities, and operational business practices. The
transaction does not create any new available transmission capacity.
5. Under the new asset exchange agreements, PacifiCorp will purchase 510
MW of transmission service under ldaho Power's OATT in place of the current amounts
paid by PacifiCorp to ldaho Power under some of the Legacy Agreements. This
represents a portion of the 1,600 MW needed to meet PacifiCorp's operational needs.
The Parties' new arrangement aligns with the Federal Energy Regulatory Commission's
("FERC") preference for transactions to be OATT-based. With OATT-based
transactions, all operations continue to be governed by cunent reliability standards and
industry business practice language instead of reconciling the antiquated language of
the Legacy Agreements, which can be subject to interpretation and potential
disagreement. ln addition, OATT-based transactions add flexibility and transparency,
allowing for more efficient use of the assets and may facilitate the development of new
markets, such as the Energy lmbalance Market.
6. The Parties used PacifiCorp's capacity needs above the amount to be
served under ldaho Power's OATT as the basis for determining the asset exchange
portion of the arrangement. This results in a need for 1,090 MW of east-to-west
capacity across the existing ldaho Power transmission system. PacifiCorp will meet this
capacity need through the acquisition of ownership in facilities between Adelaide,
Borah, Kinport, and Midpoint. The table below identifies the substations and
APPLICATION - 5
transmission lines in which PacifiCorp will receive ownership as part of the asset
exchange.
Substations Transmission Lines
Kinport Jim Bridoer - Three Mile Knoll- Goshen
Borah Goshen - Jefferson - Bio Grassv
Adelaide Midooint - Kinport
Midpoint Midpoint - Adelaide - Borah #1
Midooint - Adelaide -Borah#2
7. To facilitate its service obligations, ldaho Power will receive ownership in
the following PacifiCorp substations and transmission lines inclusive of the reallocation
of the Jim Bridger substation and transmission system assets identified above:
Substations Transmission Lines
Goshen Kinoort - Goshen
Burns Antelooe - Goshen
Summer Lake Antelooe - Scoville
Jefferson American Falls - Malad
Biq Grassy Midooint - Heminowav - Summer Lake
Walla Walla Walla Walla - Hurricane
Hurricane Jim Bridoer - Pooulus - Borah
Antelope Jim Bridoer - Pooulus - Kinoort
The details of the transaction, and a completed description of the assets to be
exchanged and the capacity and ownership percentages to be acquired by each Party,
are further described in the JPSA.
8. The reallocation of ownership and operation of the transmission assets
being exchanged provides longterm operational benefits to the Parties' respective
customers. This will resolve certain transmission operational issues to ensure safe and
reliable electric service. As more fully explained below, this transaction will not affect
either Party's ability to perform its public duties.
APPLICATION.6
III. APPROVAL OF THE TRANSFER OF OWNERSHIP
9. Pursuant to ldaho Code S 61-328, an electric utility must obtain approval
from the Commission before it sells or transfers ownership in any generation,
transmission, or distribution plant.
Before authorizing the transaction, the public utilities commission
shall find: (a) That the transaction is consistent with the public
interest; (b) That the cost of and rates for supplying service will not
be increased by reason of such transaction; and (c) That the
applicant for such acquisition or transfer has the bona fide intent
and financial ability to operate and maintain said property in the
public service.
ldaho Code S 61-328(3).
10. This transaction meets the above-stated requirements of ldaho Code
S 61-328. The exchange of transmission assets between the Parties is consistent with
the public interest, retail customers' rates will not increase as a result of this transaction,
and each party has the bona /\de intent and financial ability to operate and maintain the
assets. The Parties evaluated their individual operational needs and current constraints
on the transmission system near the Jim Bridger Plant to determine that outstanding
issues could be resolved through provision of OATT service, exchange of certain
assets, and reallocation of ownership interests. The Parties are seeking approval of the
asset exchange according to the provisions of the JPSA, which will achieve the
following:
o Exchange transmission assets or ownership interest in jointly-
owned assets to better allocate asset ownership with load service needs;
APPLICATION - 7
o Replace transmission service provided under the Legacy
Agreements with (a) asset ownership and (b) purchases of transmission service under
the more transparent OATT; and
. Consolidate and modernize the ownership and operational
provisions of the Legacy Agreements into a single agreement, the JOOA.
11. When completed, the new arrangement will replace approximately
fourteen legacy agreements and amend and consolidate three other Legacy
Agreements, with current OATT service and ownership, offering both Parties more
operational flexibility to meet customers' needs. All transmission service to be provided
between the Parties under their respective OATTs will be governed by rates, terms, and
conditions that are clear and consistent with current FERC policies while also providing
valuable reassignment, redirect, and rollover rights. lf approved, the reallocation of
ownership interests will enable the Parties to more efficiently operate the transmission
system consistent with current regulatory requirements and provide the Parties with the
ability to more effectively manage required system upgrades and serve expected load
grovtrth.
12. Additionally, through more streamlined ownership and capacity rights, the
reallocation and exchange provides additional ownership and capacity and facilitates
more efficient long-term operations and more cost-effective load service. For example,
each Party wi!! have capacity and ownership on each of the three transmission lines
making up the Jim Bridger transmission system. During certain outage scenarios, €.9.,
a Goshen to Kinport line outage, PacifiCorp will use other transmission facilities to serve
affected load, thus improving reliability. With the JOOA, the Parties have created a
APPLICATION - 8
strong foundation for future business by enhancing relationships and accommodating
future business between the Parties based on mutual interest or need, including
potentia! participation in future joint projects, such as the McNary transmission project
as described in Section 6.2 of the JOOA.
13. The Parties determined the value of the transaction to be approximately
$43 million to each Party based on the net book value of the assets as of December 31,
2014. The following chart summarizes the cost of the assets and applicable
depreciation reserve:
PacifiCorp ldaho Power
Electric Plant in Service $74,149,976 $63,787,598
Accumulated Depreciation ($30.530.978)($20.522.563)
Net Plant $43,617,999 $43,265,036
The net book values are subject to a true-up adjustment following the closing
date of the proposed exchange for certain upgrades placed into service and certain
equipment removed from service. With nearly equal asset values being exchanged,
ongoing expenses following the closing of the transaction will be similar to expenses
being incurred today. Commission approval of the asset exchange will either be neutral
or may provide a modest retail rate benefit for customers when the Parties file their next
general rate cases, respectively. The asset exchange benefits both Parties and is in the
best interest of both Parties' customers.
14. The specific assets included were determined between the Parties as
those required to provide the Parties with owned paths across their transmission
systems and through each substation associated with the various transmission Iines.
Ownership share is commensurate with the capacity needs of each Party and is
APPLICATION - 9
detailed in Exhibit C of the JOOA. The assets required to support the requested path in
each substation, but not specifically part of the path, will continue to be owned by the
original owner with the new owner required to make compensation for operation and
maintenance activities. Article V and Exhibit D of the JOOA describe the compensation
between Parties for these operations and maintenance activities.
15. The Parties are required to file for Commission approval of the asset
exchange according to the provisions of the JPSA. ln addition, PacifiCorp is required to
file applications for approval with FERC, the Washington Utilities and Transportation
Commission, the Public Utility Commission of Oregon, the California Public Utilities
Commission, the Wyoming Public Service Commission, and a notice filing with the Utah
Public Service Commission. ldaho Power is also required to file applications for
approval with FERC and the Public Utility Commission of Oregon. Applications for
these approvals have been previously submitted or will be submitted soon after this
filing.
IV. MODIFIED PROCEDURE
16. A hearing is not necessary to consider the issues presented herein and
the Parties respectfully request that this Application be processed under Modified
Procedure; i.e., by written submissions rather than by hearing. RP 201 ef seg. lf,
however, the Commission determines that a technical hearing is required, the Parties
are prepared to immediately present their case in support of the Application.
APPLICATION - 1O
V. COMMUNICATIONS
17. Communications and service of pleadings, with reference to this
Application should be sent to the following:
Julia A. Hilton
Regulatory Dockets
1221West ldaho Street (83702)
ldaho Power Company
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
ih i lton @ idahopower. com
dockets@ id ahopower. com
By e-mail (preferred)
By regular mail
Daniel Solander
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
Telephone: (801 \ 220-4014
Facsimile: (801 ) 220-3299
da n iel. soland er@pacificorp. com
ln addition, PacifiCorp respectfully requests
regarding this matter be addressed to:
that all production requests
d ata req uest@ pacif ico rp. co m
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, Oregon 97232
lnformal inquires may also be directed to Ted Weston, Manager of State
Regulatory Affairs, Regulation and Revenue Requirement at [phone].
VI. REQUEST FOR RELIEF
18. The Parties respectfully request that the Commission issue an order: (1)
authorizing that this matter may be processed by modified procedure; (2) approving the
exchange of certain transmission assets between PacifiCorp and ldaho Power pursuant
to ldaho Code S 61-328; (3) finding that the transfer of the assets is consistent with the
public interest; (4) finding that the costs of and rates of existing electric service in the
state of Idaho will not be increased by reason of such transaction; and (5) finding that
APPLICATION - 11
PacifiCorp and ldaho Power have a bona fide intent and financial ability to operate and
maintain the transferred assets in the public service.
DATED at Boise, ldaho, this 1$h day of December 2014.
Attorney for ldaho Power Company
Attorney for PacifiCorp
APPLICATION.l2
VERIFICATION
STATE OF IDAHO
County of Ada
JULIA A. HILTON, being duly sworn, deposes and states that she is an attorney
for ldaho Power Company, that she has read the foregoing Application and knows the
contents thereof, and that the same are true to the best of her knowledge and belief.
SUBSCRIBED AND SWORN TO before me, a notary public of the state of ldaho,
tr'i. /fifh day of December 2014.
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Residing at Boise, ldaho
APPLICATION - 13
VERIFICATION
STATE OF UTN
County oM
DANIEL E. SOLANDER, being duly sworn, deposes and states that he is an
attomey for PacifiCorp, that he has read the foregoing Application and knows the
contents thereof, and that the same are true to the best of his knowledge and belief.
SUBSCRIBED AND SWORN TO before me, a notary public of the state of Utah,-r'#
tnis /r{ "i., of Decemb er 2014.=-
DANIEL E.
APPLICATION - 14
BEFORE THE
IDAHO PUBLIC UTILITIES GOMMISSION
GASE NO. IPC-E-14-41
GASE NO. PAC-E -14-11
ATTACHMENT 1
JOINT PURCHASE AND SALE AGREEMENT
BETWEEN
IDAHO POWER COMPAI\Y,
AI\D
PACIHCORP
October 2412014
EXECUTION VERSION
Table of Contents
Page
ARTICLE I DEFINITIONS............... ..........2
l.l Definitions ....................2
1.2 Other Definitional and Interpretive Matters ............... ..... l l
1.3 Joint Negotiation and Preparation of Agreement........ .....12
ARTICLE II PURCHASE AND SALE ......12
2.1 Purchase and Sale ......12
2.2 Excluded Assets....... .................... 13
2.3 Assumed Obligations................ ..................... 15
2.4 Excluded Liabilities ..................... 15
2.5 Purchase Price; Net Book Value True-up; Audit Rights; Section 1031Exchange.. .................. 19
2.6 Tax Prorations........... ...................21
2.7 Time and Place of Closing. ..........22
2.8 Closing Deliverables................ ....22
2.9 Conditions Precedent to Closing. ...................24
2.10 Release of Mortgage Liens or other Encumbrances ............ ..............27
ARTICLE III REPRESENTATIONS AND WARRANTIES............ ................27
3.1 Representations and Warranties of Idaho Power....... ......27
3.2 Representations and Warranties of PacifiCorp ................30
ARTTCLE rV COVENANTS ............... ........32
JOINT PURCHASE AND SALE AGREEMENT Page I i
4.tt
ARTICLE V
5.1
5.2
5.3
ARTICLE VI
6.1
6.2
6.3
6.4
6.5
6.6
6.7
6.8
6.9
6.10
6.11
ARTICLE VII
7.1
7.2
7.3
7.4
7.5
7.6
7.7
7.8
7.9
EXECUTION T/ERSION
Joint Ownership and Operating Agreement Exhibit Updates.... ........35
TERMINATrON........ ............ 35
Termination............... ................... 35
Effect of Early Termination .........36
Post-Termination Obligations................ ........36
INDEMNIFICATION. ...........37
Survival of Representations, Warranties, Covenants and Agreements;
Notices of Claims.. .....37
Indemnification......... ................... 37
Limitations on Indemnification...... ................38
Exclusive Remedies. ....................39
Indemnification in Case of Strict Liability ....39
Notice and Participation.......... .....40
Net Amount ................ 41
No Set-Off. .................4l
No Release of Insurers .................41
Mitigation ................... 4l
Limitation of Liability ..................41
MISCELLANEOUS PROVTSIONS..... ..................... 4l
Amendment and Modifrcation....... ................ 41
Waiver of Compliance; Consents................ ....................41
Notices .....41
Assignment ................42
Governing Law; Exclusive Choice of Forum; Remedies ..................42
Severability............... ...................43
Entire Agreement .......43
Expenses ....................43
Delivery.... .................. 43
JOINT PURCHASE AND SALE AGREEMENT Page lii
EXECUTION I/ERSION
Exhibits
Exhibit A
Exhibit B-l
Exhibit B-2
Exhibit C
Exhibit D
Exhibit E
Ownership Percentages to be Acquired by Parties
Form of Idaho Power Bill of Sale
Form of PacifiCorp Bill of Sale
Joint Ownership and Operating Agreement
Termination Agreement
Amendment and Restatement of Specified Legacy Agreements
Schedule l.l(a)
Schedule 1.1(b)
Schedule l.l(c)
Schedule l.l(d)
Schedule l.l(e)
Schedule 1.1(0
Schedule l.l(g)
Schedule l.l(h)
Schedule 1.1(i)
Schedule l.lo
Schedule 1.1(k)
Schedule 3.1(0
Schedule 3.1(g)
Schedule 3.1(hxi)
Schedule 3.1CI)
Schedule 3.2(t)
Schedule 3.2(e)
Schedule 3.2(hxi)
Schedules
Idaho Power Permitted Encumbrances
Idaho Power's Knowledge
Pacifi Corp Permitted Encumbrances
PacifiCorp's Knowledge
Idaho Power Plarured lmprovements
Pacifi Corp Planned Improvements
Terminated Legacy Agreements
Specified Legacy Agreements
Idaho Power Required Regulatory Approvals
PacifiCorp Required Regulatory Approvals
230kV Upgrades
PacifiColp Acquired Assets - Liabilities
PacifiCorp Acquired Assets - Title Exceptions
PacifiCorp Acquired Assets - Environmental Law and Environmental
Permit Exceptions
Schedule 3.l(hxii) PacifiCorp Acquired Assets - Violation of Environmental Laws
Schedule 3.I(hxiii) PacifiCorp Acquired Assets - Releases
Schedule 3.l(h)(iv) PacifiCorp Acquired Assets - Storage Tanks, etc.
Schedule 3.1(h)(v) PacifiCorp Acquired Assets - Assumed Obligations Under Environmental
Laws
PacifiCorp Acquired Assets - Intellectual Property
Idaho Power Acquired Assets - Liabilities
Idaho Power Acquired Assets - Title Exceptions
Idaho Power Acquired Assets - Environmental Law and Environmental
Permit Exceptions
Schedule 3.2(h)(ii) Idaho Power Acquired Assets - Violation of Environmental Laws
Schedule 3.2(h)(iii) Idaho Power Acquired Assets - Releases
Schedule 3.2(h)(iv) Idaho Power Acquired Assets - Storage Tanks, etc.
Schedule 3.2(h)(v) Idaho Power Acquired Assets - Assumed Obligations Under
Schedule 3.20)
Environmental Laws
Idaho Power Acquired Assets - Intellectual Property
JOINT PI]RCHASE AND SALE AGREEMENT Page liii
EXECUTION T/ERSION
JOINT PURCHASE AND SALE AGREEMENT
This Joint Purchase and Sale Agreement (this "{ggement"), dated as of October 24,2014 (the
"Effective._Date"), is made and entered into by and between Idaho Power Company, an Idaho
corporation ("Idaho Power"), and PacifiCorp, an Oregon corporation ("Pacifieolp"). Idaho Power and
PacifiCorp are also each referred to herein as a "fu[y" and, collectively, as the "Partiss."
RE,CITALS
WHEREAS, Idaho Power is a transmission provider which owns and operates certain equipment
for the transmission of electric power and energy located in Idaho, Oregon, and Wyoming, including one
hundred percent (100%) ownership interests in the equipment comprising those facilities listed in
Exhibit A for which the "IPC" share under "Segment Ownership Pre-Closing" is l00o/o (the "Idaho
Power Equipment");
WHEREAS, PacifiCorp is a transmission provider which owns and operates certain equipment
for the transmission of electric power and energy located in Idaho, Wyoming, Oregon, and Washington,
including one hundred percent (100%) ownership interests in the equipment comprising those facilities
listed in Exhibit A for which the "PAC" share under "Segment Ownership Pre-Closing" is 100% (the
"Pacifi Corp Equipment") ;
WHEREAS, the Parties jointly own certain equipment for the transmission of electric power and
energy located in Idaho and Wyoming, including the equipment comprising those facilities listed in
Exhibit A other than the Idaho Power Equipment and the PacifiCorp Equipment (the "EXiSling Joint
Equipment");
WHEREAS, the Parties desire to exchange undivided ownership interests in the Idaho Power
Equipment, the PacifiCorp Equipment and the Existing Joint Equipment to provide the Parties with
transmission capacity that better aligns with the current configuration of the Parties' respective
transmission systems and current load service obligations, each of which has changed since the Existing
Joint Equipment was originally constructed;
WHEREAS, in connection with the exchange of undivided ownership interests in the Existing
Joint Equipment, the Parties also desire to (a) exchange undivided ownership interests in the Idaho
Power Equipment and the PacifiCorp Equipment to balance the respective asset values underlying the
undivided ownership interests exchanged with respect to the Existing Joint Equipment, and (b) amend,
cancel or replace certain transmission services currently provided pursuant to certain historical
contractual arrangements between the Parties with transmission services provided under the Open
Access Transmission Tariffs (each, an "OATT") of Idaho Power and PacifiCoip, respectively;
WHEREAS, concurrently herewith, the Parties are entering into a Joint Ownership and
Operating Agreement with respect to certain ownership and operational issues, a copy of which is
attached hereto as Exhibit C (the "Joint Ownership and Q '), the effectiveness of
which is subject to certain conditions precedent set forth therein;
WHEREAS, concurrently herewith, the Parties are entering into a Termination Agreement with
respect to the Terminated Legacy Agreements, a copy of which is attached hereto as Exhibit D (the
JOINT PURCHASE AND SALE AGREEMENT Page I I
EXECUTION T/ERSION
"Termination Agreement"), the effectiveness of which is subject to certain conditions precedent set forth
therein; and
WHEREAS, (i) Idaho Power wishes to convey and transfer to PacifiCorp, and PacifiCorp wishes
to acquire and accept from Idaho Power, undivided ownership interests in the Idaho Power Equipment;
(ii) PacifrCorp wishes to convey and transfer to Idaho Power, and Idaho Power wishes to acquire and
accept from PacifiCorp, undivided ownership interests in the PacifiCorp Equipment; (iii) Idaho Power
wishes to convey and transfer to PacifiCorp, and PacifiCorp wishes to acquire and accept from Idaho
Power, additional undivided ownership interests in certain Existing Joint Equipment, (iv) PacifiCorp
wishes to convey and transfer to Idaho Power, and Idaho Power wishes to acquire and accept from
PacifiCorp, additional undivided ownership interests in certain Existing Joint Equipment; and (v) the
Parties desire to enter into or deliver to one another certain Related Documents (including, without
limitation, the Joint Ownership and Operating Agreement, the Termination Agreement and the Amended
and Restated Legacy Agreements) in connection therewith, in each case, subject to the terms and
conditionssetforthinthisAgreement(collectivelY,the..@,,).
NOW THEREFORE, in consideration of the Parties' respective representations, warranties, and
agreements hereinafter set forth and for other good and valuable consideration, the receipt and adequacy
of which are hereby acknowledged, the Parties, intending to be legally bound, hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. As used in this Agreement, the following capitalized terms have the
meanings specified in this Section 1.1:
"230kY_IJperades" means the projects of Idaho Power described on Schedule 1.1(k).
66Action" means any demand, action, claim, suit, cotrntersuit, arbitration, inqui.y, subpoena,
discovery request, proceeding or investigation by or before any court or grand jury, any Govemmental
Entity or any arbitration or mediation tribunal.
"Afi]141!9" means, with respect to a Person, each other Person that, directly or indirectly,
controls, is conffolled by or is under common control with, such designated Person; ryld€d, however,
that in the case of PacifiCo{p, the term "Affiliate" does not include Berkshire Hathaway [nc. or any of
its affiliates (other than PacifiCorp and any direct or indirect subsidiaries of PacifiCorp), and no
provision of this Agreement shall apply to, be binding on, create any Liability of or otherwise restrict the
activities of Berkshire Hathaway Inc. or any of its affiliates (other than PacifiCorp and any direct or
indirect subsidiaries of PacifiCorp). For the purposes of this definition, "csnfrsl" (including with
correlativemeanings,theterms..controlledby',and.@,),asusedwithrespect
to any Person, shall mean (a) the direct or indirect right to cast at least fifty percent (50%) of the votes
exercisable at an annual general meeting (or its equivalent) of such Person or, if there are no such rights,
ownership of at least fifty percent (50%) of the equity or other ownership interest in such Person, or (b)
the right to direct the policies or operations of such Person.
"Affiliatec!_Grogp" means any affiliated group within the meaning of Code Section 1504(a) or
any similar group defined under a similar provision of law.
JOINT PURCHASE AND SALE AGREEMENT Pagel2
EXECUTION VERSION
"AggemelS" has the meaning given to such term in the preamble.
"Amended and Restated Le 'means the Specified Legacy Agreements, in each
case, as amended and restated to reflect the concepts set forth on Exhibit E.
"BusineE!_Day" means any day other than Saturday, Sunday, and any day which is a legal
holiday or a day on which banking institutions in Boise, Idaho are authorized or obligated by
Governmental Requirements to close.
"Casualfi Igss" means any damage, loss or destruction (whether by fire, theft, vandalism or
other casualty) with respect to an Idaho Power Acquired Asset or a PacifiCorp Acquired Asset, in whole
or in part.
66claims" means any administrative, regulatory, or judicial actions or causes of action, suits,
petitions, proceedings (including arbitration proceedings), investigations, hearings, demands, demand
letters, claims, complaints, allegations of liability or potential liability or notices of noncompliance or
violation delivered by arry Governmental Entity or other Person.
"elo.gi4El" has the meaning given to such term in Section 2.7.
"Closlqg_Date" has the meaning given to such term in Section 2.7.
66code" means the Intemal Revenue Code of 1986, as amended.
"Commercially Reaso " means the level of effort that a reasonable electric utility
would take in light of the then known facts and circumstances to accomplish the required action at a then
commercially reasonable cost (taking into account the benefits to be gained thereby).
66esntracl" means any agreement, lease, license, note, evidence of indebtedness, mortgage,
security agreement, understanding, instrument or other arrangement, in each case, whether written or
oral.
"Disputed Costs Notioe" has the meaning given to such term in Section 2.5(dXiii).
"Effective Date" has the meaning given to such term in the preamble.
"Effeglive Time" has the meaning given to such term in Section 2.7.
"Encumbtances" means any mortgages, pledges, liens, Claims, charges, security interests,
conditional and installment sale agreements, activity and use limitations, easements, covenants,
encumbrances, obligations, limitations, title defects, deed restrictions, and any other restrictions of any
kind, including restrictions on use, transfer, receip of income, or exercise of any other attribute of
ownership.
"Enviremqg$" means the indoor or outdoor environment, including any soil, land surface and
subsurface strata, surface waters (including navigable waters, streams, ponds, drainage basins, and
wetlands), groundwater, drinking water supply, sediments, ambient air (including the air within
JOINT PURCHASE AND SALE AGREEMENT Page | 3
EXECUTION VERSION
buildings and the air within other natural or man-made structures above or below ground), plant and
animal life, and any other natiral resource.
"Environmental Claims" means any and all Claims (including any such Claims involving toxic
torts or similar liabilities in tort, whether based on negligence or other fault, strict or absolute liability, or
any other basis) relating in any way to any Environmental Laws or Environmental Permits, or arising
from the presence, Release, or threatened Release (or alleged presence, Release, or threatened Release)
into the Environment of any Hazardous Materials, or the result of the handling, transportation or
treatment of Hazardous Materials, including any and all Claims by any Governmental Entity or by any
Person for enforcement, cleanup, remediation, removal, response, remedial or other actions, or response
costs, damages, contribution, indemnification, cost recovery, compensation, fines or penalties or
injunctive relief arising out of or relating to any Environmental Law or Hazardous Materials or for any
property damage, natural resource damage or personal or bodily injury (including death) or threat of
injury to health, safety, natural resources, or the Environment.
"Environmental Laws" means all Governmental Requirements (including common law) relating
to pollution or the protection of human health, safety, the Environment, or damage to natural resources,
including Governmental Requirements relating to Releases and threatened Releases or otherwise
relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport, or
handling of Hazardous Materials. Environmental Laws include the Comprehensive Environmental
Response, Compensation, and Liability Act, 42 U.S.C. $ 9601, et seq.; the Federal Insecticide,
Fungicide and Rodenticide Act, 7 U.S.C. $ 136, et seq.; the Solid Waste Disposal Act, as amended by
the Resotrce Conservation and Recovery Act of 1976 anld Hazardous and Solid Waste Amendments of
1984,42 U.S.C. $ 6901, et seq.; the Hazardous Materials Transportation Act,49 U.S.C. $ 1801, et seq.;
the Toxic Substances Control Act, 15 U.S.C. $ 2601, et seq.; the Clean Air Act, 42 U.S.C. $ 7401, et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. $ 1251, et seq.; the Oil Pollution Act, 33
U.S.C. $ 2701, et seq.; the Endangered Species Act, 16 U.S.C. $ 1531, et seq.; the National
Environmental Policy Act,42 U.S.C. 5 4321, et seq.; the Occupational Safety and Health Act,29 U.S.C.
$ 651, et seq.; the Safe Drinking Water Act, 42 U.S.C. $ 300i et seq.; Emergency Planning and
Community Right-to-Know Act, 42 U.S.C. $ 11001, et seq.; Atomic Energy Act, 42 U.S.C. $ 2014, et
seq.; Nuclear Waste Policy Act,42 U.S.C. $ 10101, et seq.; and all similar or analogous foreign, state,
regional or local statutes, secondary and subordinate legislation, and directives, as in effect and legally
binding, and the rules and regulations promulgated thereunder, ffid any provisions of common law
providing for any remedy or right of recovery or right of injunctive relief with respect to Environmental
Matters, as these laws, rules and regulations were in the past or are currently in effect at the relevant
time period.
"Environmental Matters" means: (a) the pollution or destruction of, or loss or injury to, or any
adverse effect upon, the Environment, (b) the protection, cleanup or restoration of, or removal,
remediation or mitigation of conditions affecting the Environment, (c) any Release or the generation,
handling, transportation, use, treatment or storage of any Hazardous Materials, (d) the regulation of the
manufacture, processing, distribution or use, for commercial purposes, of chemical substances or
radioactive materials, by-products or waste, or (e) any matter conceming or arising out of the
Environment or exposure to Hazardous Materials.
JOINT PURCHASE AND SALE AGREEMENT Page | 4
EXECUTION T/ERSION
"Environmental Permih" means all permits, certifications, licenses, franchises, approvals,
consents, notifications, exemptions, waivers or other authorizations of any Govemmental Entity under
or with respect to applicable Environmental Laws.
"Existing Joint Equi " has the meaning given to such term in the Recitals.
"ERq" means the Federal Energy Regulatory Commission or any successor agency thereto.
"Firm Transmission S " means the standard long-term firm point-to-point
transmission service agreements set forth in Idaho Power's OATT for the provision to PacifiCorp of
510MW of long-term firm point-to-point transmission service on Idaho Power's transmission system.
"FPA 203 Approval" means a final order issued by FERC under Section 203 of the Federal
Power Act approving the Transaction.
"FPA 205 Approval" means a final order issued by FERC under Section 205 of the Federal
Power Act approving (a) the Joint Ownership and Operating Agreement, (b) the Termination Agreement
and (c) the Amended and Restated Legacy Agreements.
'6GAAP)" means generally accepted accounting principles in the United States of America.
"Good Utilitv Practid'means any of the practices, methods and acts engaged in or approved by
a significant portion of the electric utility industry during the relevant time period, or any of the
practices, methods and acts which, in the exercise of reasonable judgment in light of the facts known at
the time the decision was made, would have been expected to accomplish the desired result at a
reasonable cost consistent with good business practices, reliability, safety and expedition. Good Utility
Practice is not intended to be limited to the optimum practice, method, or act to the exclusion of all
others, but rather to be acceptable practices, methods, or acts generally accepted in the region, including
those practices required by Federal Power Act Section 215(a)(4),16 U.S.C. $ 82ao(a)(ax2006).
"Governmental Authorizations" mears any license, permit, order, approval, filing, waiver,
exemption, variance, clearance, entitlement, allowance, franchise, or other authorization from or by a
Governmental Entity, including Environmental Permits.
"Governmental Entity" means any federal, state, local or municipal governmental body; any
govemmental, quasi-governmental, regulatory or administrative agency, commission, body or other
authority exercising or entitled to exercise any administrative, executive, judicial, legislative, policy,
regulatory or taxing authority or power.
"Govemmental Require 'means all laws, stafutes, ordinances, rules, regulations, codes and
similar acts or promulgations or other legally enforceable requirements of any Governmental Entity.
"Hazardous Materials" means (a) any chemicals, materials, substances, or wastes which are now
or hereafter defined as or included in the definition of "hazardous substance," "hazardous material,"
"hazardous waste," o'solid waste," 'toxic substance," "extremely hazardous substance," "pollutant,"
"contaminant," or words of similar import under any applicable Environmental Laws; (b) any
petroleum, petroleum products (including crude oil or any fraction thereof), natural gas, natural gas
liquids, liquefied natural gas or synthetic gas useable for fuel (or mixtures of natural gas and such
JOINT PURCHASE AND SALE AGREEMENT PAgC I 5
EXECUTION VERSION
synthetic gas), or oil and gas exploration or production waste, polychlorinated biphenyls, asbestos-
containing materials, mercury, urea formaldehyde insulation, radioactivity and lead-based paints; and (c)
any other chemical, material, substances, waste, or mixture thereof which is prohibited, limited, or
regulated pursuant to, or that could reasonably be expected to give rise to liability under, Environmental
Laws.
"Idahe J.owel" has the meaning given to such term in the preamble.
"Idaho Power Acquired As " has the meaning given to such term in Section 2.1(a).
"Idaho Power Assumed O " has the meaning given to such term in Section 2.3(a).
"Idaho Power Bill of S#'has the meaning given to such term in Section 2.8(aXi).
"Idaho Power Cost Recods" has the meaning given to such term in Section 2.5(d)(ii).
"Idaho Power_Qosts" has the meaning given to such term in Section 2.5(dXii).
"Idaho Power Equipment" has the meaning given to such term in the Recitals.
"Idaho Power Excluded Assets" has the meaning set forth in Section 2.1(b).
"Idaho Power Excluded Liabilities" has the meaning set forth in Section 2.4(a).
"Idaho Power Extraordinary Items" means extraordinary additions, deletions, upgrades or
improvements to the PacifiCorp Acquired Assets determined by Idaho Power during the Interim Period
to be necessary due to emergency conditions or exigent circumstances to maintain the safety and
reliability of Idaho Power's electrical system, or to operate and maintain Idaho Power's electrical system
and serve its customers in accordance with applicable Governmental Requirements (including, but not
limited to, Idaho Power rates and tariffs on file therewith).
"Idaho Power Marks" means the rights of Idaho Power and its Affiliates to the names o'Idaho
Power Company," *IDACORP," or any trade names, trademarks, service marks, corporate names or
logos, or any derivative or combination thereof, that are confusingly similar thereto.
"Idaho Power Mortgase" means the Mortgage and Deed of Trust, dated as of October l, 1937,
and indentures supplemental thereto, granted by Idaho Power to Deutsche Bank Trust Company
Americas, formerly known as Bankers Trust Company, and Stanley B*g, as Trustees, together with any
related documents evidencing or securing the indebtedness secured by the Idaho Power Mortgage.
"Idaho Power Net Book Value" means, with respect to an asset, the cost of such asset less
depreciation and amortization, as shown on Idaho Power's books and records maintained for regulatory
purposes.
"Idaho Power Net Book Vd " has the meaning given to such term
2.5(0(i).
in Section
"Idaho Power Ownership Percentages" has the meaning given to such term in Section 2.1(a).
JOINT PURCHASE AND SALE AGREEMENT Page | 6
EXECUTION VERSION
"Idaho Power Permitted " means (a) those Encumbrances set forth in Schedule
1.1(a); (b) Encumbrances securing or created by or in respect of any of the PacifiCorp Assumed
Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics',
carriers', workers', repairers', landlords', and other similar liens arising or incurred in the ordinary
course of business relating to obligations as to which there is no default on the part of Idaho Power, or
pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any
Encumbrances set forth in any state, local, or municipal franchise or governing ordinance under which
any portion of the PacifiCorp Acquired Assets are being used or conducted; (f) transmission service
requests and interconnection service requests made pursuant to Idaho Power's OATT with respect to the
PacifiCorp Acquired Assets; or (g) Encumbrances, including zoning, entitlement, restriction, and other
land use regulations by Governmental Entities, which, together with all other Encumbrances, do not
materially detract from the value of or materially interfere with the present use of the PacifiCorp
Acquired Assets or the conduct of the business thereon as it is currently being used and conducted or as
contemplated under any of the Related Documents.
"Idaho Power Planned Improvements" means the upgrades and improvements to the PacifiCorp
Acquired Assets that the Parties agree that Idaho Power may commence or continue to make during the
Interim Period, as more particularly described in Schedule 1.1(e)
"Idaho Power Purchase Pdd'has the meaning given to such term in Section 2.5(a).
"Idaho Power Required Red " means the Governmental Authorizations
described on Schedule 1.1(i).
"Idaho Power's Knowledge" means the actual, constructive or imputed knowledge that the
individuals listed in Schedule 1.1(b) have or could reasonably be expected to have after reasonable due
inquiry.
"Indglqnified Party" has the meaning given to such term in Section 6.6(a).
"Indemnitring Party''has the meaning glven to such term in Section 6.6(a).
"Independent Accounting Firm" means an independent accounting firm of national reputation
mutually appointed by the Parties.
"Intellectual Property" means trademarks, patents, copyrights, trade secrets, and other
intellectual property rights which are utilized in connection with ownership, use and operation of the
PacifiCorp Acquired Assets or the Idaho Power Acquired Assets (as such Assets are reasonably
expected to be operated in accordance with the provisions of the Joint Ownership and Operating
Agreement on the Closing Date), as the case may be.
"Interim Period" means the period of time commencing on and including the Effective Date and
continuing through the earlier of the Closing Date or the termination of this Agreement in accordance
with its terms.
"Joint Ownership and Oper " has the meaning given to such term in the Recitals.
JOINT PURCI{ASE AND SALE AGREEMENT Page l7
EXECUTION VERSION
"Liability" means any debt, liability, obligation or commitment of any kind, character or
description, whether known or unknown, absolute or contingent, accrued or unaccrued, disputed or
undisputed, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due,
vested or unvested, executory, determined, determinable or otherwise.
66losses" mean any and all damages and losses, deficiencies, Liabilities, taxes, obligations,
penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether or not
resulting from third party claims, including the costs and expenses of any and all Actions and demands,
assessments, judgments, settlements and compromises relating thereto and the costs and expenses of
attomeys', accountants', consultants' and other professionals' fees and expenses incurred in the
investigation or defense thereof or the enforcement of rights hereunder and costs and expenses of
remediation (including, in the case of remediation, all expenses and costs associated with financial
assurance); ryglg!, however, that in no event shall Losses include lost profits or damages and losses
excluded under Section 6.1I
"Material Adverse Effect" means, in respect of a Party, an event, circumstance, condition, or
occurrence of whatever nature that materially and adversely affects: (a) the business, assets, property,
results of operation, or financial condition of such Party or any of its Affiliates, including a material
adverse regulatory impact on such Party or any of its Affiliates; (b) such Party's ability to perform its
obligations under this Agreement or any of the Related Documents to which it is a party; or (c) the
validity or enforceability of this Agreement or any of the Related Documents to which it is a party,
including the ability of such Party to enforce any of its rights or remedies hereunder or thereunder.
"Net Book Value True- " has the meaning given to such term in Section 2.5(dXi).
'o@f" has the meaning given to such term in the Recitals.
"Outside Closing Dde" means December 31,2015, or such later date as the Parties may agree to
in writing, such agreement not unreasonably to be withheld or delayed, which is the latest date by which
the Closing may occur.
"Ownership Percentages" means, collectively, the Idaho Power Ownership Percentages and the
Pacifi Corp Ownership Percentages.
"PacifiCo{p" has the meaning given to such term in the preamble.
"PacifiCom Acquired A " has the meaning given to such term in Section 2.1(b).
"PacifiCorp Assumed O 'has the meaning given to such term in Section 2.3(b).
"PacifiCom Bill of Sale" has the meaning glven to such term in Section 2.8(b)(i).
"PacifiCorp Cost Records" has the meaning given to such term in Section 2.5(dXii).
"Pegifieprp Costs" has the meaning given to such term in Section 2.5(dXii).
"PacifiCom Equipment" has the meaning given to such term in the Recitals.
JOINT PURCHASE AND SALE AGREEMENT Page | 8
EXECUTION VERSION
"PacifiCom Excluded " has the meaning given to such term in Section 2.2(,b).
"PacifiCorp Excluded L " has the meaning given to such term in Section 2.4(b).
"PacifiCorp Extraordinry ' means extraordinary additions, deletions, upgrades or
improvements to the Idaho Power Acquired Assets determined by PacifiCorp during the Interim Period
to be necessary due to emergency conditions or exigent circumstances to maintain the safety and
reliability of PacifiCorp's electrical system, or to operate and maintain PacifiCorp's electrical system
and serve its customers in accordance with applicable Govemmental Requirements (including, but not
limited to, PacifiCorp rates and tariffs on file therewith).
"PacifiCglp_Marks" means the rights of PacifiCorp and its Affiliates to the names "PacifiCorp,"
"Pacific Power," "Rocky Mountain Power," "PacifiCorp Energy," or any trade names, trademarks,
service marks, corporate names or logos, or any derivative or combination thereof, that are confusingly
similar thereto.
"PacifiCorp Mortgaee" means the Mortgage and Deed of Trust from PacifiCorp to Morgan
Guaranty Trust Company of New York (The Bank of New York Mellon Trust Company, N.A.,
successor), dated as of January 9, 1989, as amended and supplemented by supplemental indentures,
including the Twenty-Seventh Supplemental Indenture, dated March 1,2014, together with any related
documents evidencing or securing the indebtedness secured by the PacifiCorp Mortgage.
"PacifiCorp Net Book V ' means, with respect to an asset, the cost of such asset less
depreciation and amortization, as shown on PacifiCorp's books and records maintained for regulatory
purposes.
"PacifiCorp Net Book V ' has the meaning given to such term in Section
2.5(0(i).
"PacifiCorp Ownership " has the meaning given to such term in Section 2.1(b).
"PacifiCorp Permitted E ' means (a) those Encumbrances set forttr in Schedule
1.1(c); (b) Encumbrances securing or created by or in respect of any of the Idaho Power Assumed
Obligations; (c) statutory liens for current Taxes or assessments not yet due or payable; (d) mechanics',
carriers', workers', repairers', landlords', and other similar liens arising or incurred in the ordinary
course of business relating to obligations as to which there is no default on the part of PacifiCorp, or
pledges, or deposits, or other liens securing the performance of statutory obligations; (e) any
Encumbrances set forth in any state, local, or municipal franchise or goveming ordinance under which
any portion of the Idaho Power Acquired Assets are being used or conducted; (f) transmission service
requests and interconnection service requests made pursuant to PacifiCorp's OATT with respect to the
Idaho Power Acquired Assets; or (g) Encumbrances, includingzoning, entitlement, restriction, and other
land use regulations by Governmental Authorities, which, together with all other Encumbrances, do not
materially detract from the value of or materially interfere with the present use of the Idaho Power
Acquired Assets or the conduct of the business thereon as it is currently being used and conducted or as
contemplated under any of the Related Documents.
JOINT PURCHASE AND SALE AGREEMENT Page | 9
EXECUTION VERSION
"PacifiCorp Planned Impro " means the upgrades and improvements to the Idaho Power
Acquired Assets that the Parties agree that PacifiCorp may colnmence or continue to make during the
Interim Period, as more particularly described in Schedule l.l(fl.
"PacifiCom Ptrchase Pdrc" has the meaning grven to such term in Section 2.5ft).
"PacifiCom Required R " means the Govemmental Authorizations described
on Schedule 1.1(j).
"PacifiCom's Knowlefu" means the actual, constructive or imputed knowledge that the
individuals listed in Schedule 1.1(d) have or could reasonably be expected to have after reasonable due
inquiry.
(6P@" has the meaning given to such term in the preamble.
66Person" means any individual, partnership, limited liability company, joint venture, corporation,
trust, unincorporated organization, or Govemmental Entity.
"Purchese_Prige" means the Idaho Power Purchase Price or the PacifiCorp Purchase Price, as the
context requires.
'oRelease" means any spilling, leaking, pumping, pouring, emitting, emptying, discharging,
injecting, escaping, leaching, dumping, or disposing of Hazardous Materials into the Environment.
"Related Documents" means the Idaho Power Bill of Sale, PacifiCorp Bill of Sale, Joint
Ownership and Operating Agreement, Termination Agreement, Amended and Restated Legacy
Agreements, and each other document, certificate or instrument delivered by each of the Parties on the
Closing in accordance with the terms of this Agreement.
"Bgpresentatives" means, with respect to a Party, the directors, officers, shareholders, parhrers,
members, employees, agents, consultants, contractors or other representatives of such Party.
"Required Rezulatory Appro ' means the Idaho Power Required Regulatory Approvals and
the PacifiCorp Required Regulatory Approvals.
"Rggloration Cos!" means, with respect to any Idaho Power Acquired Asset or PacifiCorp
Acquired Asset, the cost of restoring a damaged, lost or destroyed Idaho Power Acquired Asset or
PacifiCorp Acquired Asset to a condition reasonably comparable to its pre-Casualty Loss condition, as
estimated in good faith by the Party bearing the risk of loss of such Idaho Power Acquired Asset or
PacifiCorp Acquired Asset during the lnterim Period.
"Specified Legacy A " means the Contracts described on Schedule 1.1(h).
"Subsidigry," when used in reference to a Person, means any Person (a) of which outstanding
securities or other equity interests having ordinary voting power to elect a majority of the board of
directors or other Persons performing similar functions of such Person are owned directly or indirectly
by such first Person, (b) of which such Person or any subsidiary of such first Person is a general parbrer
or (c) such first Person directly or indirectly controls.
JOINT PURCHASE AND SALE AGREEMENT Page | 10
EXECUTION VERSION
'6Tax" and "Taxg!" means all taxes, charges, customs, duties, fees, levies, penalties, or other
assessments imposed by any foreign or United States federal, state, or local taxing authority, including
profits, estimated gross receipts, income, excise, property, replacement tax, sales, transfer, franchise,
license, payroll, withholding, social security, or any other taxes (including any escheat or unclaimed
property obligations), including any interest, penalties, or additions attributable thereto.
"Tax_Affi1iate" of a Person means a member of that Person's Affiliated Group and any other
Subsidiary of that Person which is a partnership or is disregarded as an entity separate from that Person
for Tax purposes.
"Tax_Refurn" means any return, declaration, report, claim for refund, or information return or
statement relating to Taxes of any kind or nature, filed or required to be filed with any Governmental
Entity, including any schedule or attachment thereto, and including any amendment thereof.
"Terminated LeqacyA " means the Contracts described on Schedule 1.1(g).
"Termination Agreemeff" has the meaning given to such term in the Recitals.
"Transaclioq" has the meaning given to such term in the Recitals.
o'Transfer Taxes" means any real property transfer, sales, use, value added, stamp, documentary,
recording, registration, conveyance, stock transfer, intangible property transfer, personal property
transfer, gross receipts, registration, duty, securities transactions or similar fees or Taxes or
governmental charges (together with any interest or penalty, addition to Tax or additional amount
imposed) as levied by any Governmental Entity in connection with the transactions contemplated by this
Agreement, including any payments made in lieu of any such Taxes or govemmental charges which
become payable in connection with the transactions contemplated by this Agreement.
1.2 Other Definitional and Interpretive Matters. Unless otherwise expressly provided in this
Agreement, for purposes of this Agreement, the following rules of interpretation apply:
(a) Calculation of Time Period. When calculating the period of time before which,
within which, or following which any act is to be done or step taken pursuant to this Agreement, the date
that is the reference date in calculating such period will be excluded. If the last day of such period is a
non-Business Day, the period in question will end on the next succeeding Business Day.
Dollars.Any reference in this Agreement to "dollarso' or'E'means U.S. dollars.
(c) Exhibits and Schedules. Unless otherwise expressly indicated, any reference in
this Agreement to an "Exhibig'or a ".Schedu!.e" refers to an Exhibit or Schedule to this Agreement. The
Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof as if set forth
in full herein and are an integral part of this Agreement. Any capitalized terms used in any Schedule or
Exhibit but not otherwise defined therein are defined as set forth in this Agreement.
(d) Gender and Number. Any reference in this Agreement to gender includes all
genders, and the meaning of defined terms applies to both the singular and the plural of those terms.
(b)
JOINT PURCHASE AND SALE AGREEMENT Page I ll
EXECUTION VERSION
(e) Headinss. The provision of a Table of Contents, the division of this Agreement
into Articles, Sections, and other subdivisions, and the insertion of headings are for convenience of
reference only and do not affect, and will not be utilized in construing or interpreting, this Agreement.
All references in this Agreement to any "Section" are to the corresponding Section of this Agreement
unless otherwise specified.
(f) "Herei!." The words such as "hersin," "bgreiuaftgf," "hg@f," and "hereunder"
refer to this Agreement (including the Schedules and Exhibits to this Agreement) as a whole and not
merely to a subdivision in which such words appear unless the context otherwise requires.
(g) "hglgdig€i." The word "iqcludiug" or any variation thereof means "i@fL
without limitation" and does not limit any general statement that it follows to the specific or similar
items or matters immediately following it.
(h) Agreements and Documents. Each reference in this Agreement to any agreement
or document or a portion or provision thereof shall be construed as a reference to the relevant agreement
or document as amended, supplemented or otherwise modified from time to time with the wriffen
approval of both Parties.
(i) Governmental Requirements. Each reference in this Agreement to Governmental
Requirements and to terms defined in, and other provisions of Governmental Requirements shall be
references to the same (or a successor to the same) as amended, supplemented or otherwise modified
from time to time.
0) Days: Years. Each reference in this Agreement to: (A) "day" means a calendar
day; and (B) "year" means a calendar year, ry4!91! that when a period measured in years commences
on a day other than the first day of a year, the period shall run from the day on which it starts to the
corresponding day in the next year and, as appropriate, to succeeding years thereafter.
(k) Recitals. The above-stated recitals to this Agreement are incorporated in this
Agreement and made apart of it by this reference to the same extent as if these recitals were set forth in
full at this point.
1.3 Joint Neeotiation and Preparation of Aereement. The Parties have participated jointly in
the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or
interpretation arises, this Agreement will be construed as jointly drafted by the Parties and no
presumption or burden of proof favoring or disfavoring any Party will exist or arise by virtue of the
authorship of any provision of this Agreement.
ARTICLE II
PURCHASE AND SALE
2.1 Purchase and Sale.
(a) Idaho Power Acquired Assets. Subject to the terms and conditions set forth in
this Agreement, at the Closing, PacifiCorp shall sell, assign, convey, transfer and deliver to Idaho
Power, and Idaho Power shall ptrchase and accept from PacifiCorp, free and clear of all Encumbrances
(other than PacifiCorp Permitted Encumbrances and the lien of the PacifiCorp Mortgage on the Idaho
JOINT PURCHASE AND SALE AGREEMENT Pagel12
Power Acquired Assets, which
EXECUTION VERSION
be released after Closing in accordance with Section 2.10(b)),
undivided ownership interests, as tenant in common, in all of PacifiCorp's right, title and interest in, and
to the assets constituting (i) the PacifiCorp Equipment and (ii) certain Existing Joint Equipment, equal to
the ownership percentages set forth opposite such Equipment in Exhibit A in the column labeled
"Quantity Transferred to Other Owner" for PacifiCorp (collectively, the "Idaho Power Ownership
Percentages"), but excluding the PacifiCorp Excluded Assets (collectively, the "Idaho Power Acquired
Assets"). For illustrative purposes, Exhibit A also sets forth the respective undivided ownership
percentages of the Parties in the PacifiCorp Equipment, the Idaho Power Equipment and the Existing
Joint Equipment both (x) prior to the Closing, and (y) upon the consummation of the Closing.
(b) PacifiCorp Acquired Assets. Subject to the terms and conditions set forth in this
Agreement, at the Closing, Idaho Power shall sell, assign, convey, transfer and deliver to PacifiCorp,
and PacifiCorp shall purchase and accept from Idaho Power, free and clear of all Encumbrances (other
than Idaho Power Permitted Encumbrances and the lien of the Idaho Power Mortgage on the PacifiCorp
Acquired Assets, which lien will be released after Closing in accordance with Section 2.10(a)),
undivided ownership interests, as tenant in common, in all of Idaho Power's right, title and interest in,
and to the assets constituting (i) the Idaho Power Equipment and (ii) certain Existing Joint Equipment,
equal to the ownership percentages set forth opposite such Equipment in Exhibit A in the column
labeled "Quantity Transferred to Other Owner" for Idaho Power (collectively, the "PacifiCom
Ownership Percentases"), but excluding the Idaho Power Excluded Assets (collectively, the "PAglfiCory
Acquired Assets"). For illustrative puq)oses, Exhibit A also sets forth the respective undivided
ownership percentages of the Parties in the PacifiCorp Equipment, the Idaho Power Equipment and the
Existing Joint Equipment both (x) prior to the Closing, and (y) upon the consummation of the Closing.
2.2 Excluded Assets.
(a) Idaho Power Excluded Assets. The PacifiCorp Acquired Assets do not include
any property or assets of Idaho Power not described in Section 2.1(b) and, notwithstanding any
provision to the contrary in Section 2.1(.b) or elsewhere in this Agreement, the PacifiCorp Acquired
Assets do not include the following property or assets of Idaho Power (all assets excluded pursuant to
this Section 2.2(a,), the "Idaho Power Excluded "), *6 PacifiCorp shall have no Liability with
respect thereto:
(i) the Idaho Power Marks;
(ii) all cash, cash equivalents, bank deposits, accounts receivable, and any
income, sales, payroll or other tax receivables;
(iii) subject to Section 2.6, any refund or credit (A) related to Taxes paid by or
on behalf of Idaho Power, whether such refund is received as a payment or as a credit against future
Taxes payable, or (B) relating to a period before the Closing Date;
(iv) all of the Claims of Idaho Power against any Person related to, arising
from or associated with the PacifiCorp Acquired Assets relating to a period before the Closing Date;
(v) all insurance policies, and rights thereunder, including any such policies
and rights in respect of the PacifiCorp Acquired Assets;
JOINT PURCHASE AND SALE AGREEMENT Page | 13
EXECUTION VERSION
(vi) the rights of Idaho Power arising under or in connection with this
Agreement, dly Related Document delivered in connection herewith, and any of the transactions
contemplated hereby and thereby;
(vii) all Contracts entered into by Idaho Power related to, arising from or
associated with the PacifiCorp Acquired Assets;
(viii) all software, software licenses, information systems and management
systems owned or used by Idaho Power related to, arising from or associated with the PacifiCorp
Acquired Assets;
(ix) all communication towers, communication equipment and related assets of
Idaho Power related to, arising from or associated with the PacifiCorp Acquired Assets, except to the
extent any such assets are specifically identified by the Parties pursuant to the process described in
Section 4.8;
(x) all real property upon which the PacifiCorp Acquired Assets are located,
and all interests in real property (including, without limitation, easements, rights-of-way, permits,
licenses and leases) related to the PacifiCorp Acquired Assets; and
(xi)
Acquired Assets.
all other assets and properties of Idaho Power other than the PacifiCorp
(b) PacifiCom Excluded Assets. The Idaho Power Acquired Assets do not include
any property or assets of PacifiCorp not described in Section 2.1(a) and, notwithstanding any provision
to the contrary in Section 2.1(a) or elsewhere in this Agreement, the Idaho Power Acquired Assets do
not include the following property or assets of PacifiCorp (all assets excluded pursuant to this Section
2.2(b\, the "PacifiCorp Excluded '), and Idaho Power shall have no Liability with respect thereto:
(i) the PacifiCorp Marks;
(ii) all cash, cash equivalents, bank deposits, accounts receivable, and any
income, sales, payroll or other tax receivables;
(iii) subject to Section 2.6, any refund or credit (A) related to Taxes paid by or
on behalf of PacifiCorp, whether such refund is received as a payment or as a credit against future Taxes
payable, or (B) relating to a period before the Closing Date;
(iv) all of the Claims of PacifiCorp against any Person related to, arising from
or associated with the Idaho Power Acquired Assets relating to a period before the Closing Date;
(v) all insurance policies, and rights thereunder, including any such policies
and rights in respect of the Idaho Power Acquired Assets;
(vi) the .ights of PacifiCorp arising under or in connection with this
Agreement, afly Related Document delivered in connection herewith, and any of the transactions
contemplated hereby and thereby;
JOINT PURCHASE AND SALE AGREEMENT Page | 14
EXECUTION VERSION
(vii) all Contracts entered into by PacifiCorp related to, arising from or
associated with the Idaho Power Acquired Assets;
(viii) all software, software licenses, information systems and management
systems owned or used by PacifiCorp related to, arising from or associated with the Idaho Power
Acquired Assets;
(ix) all communication towers, communication equipment and related assets of
PacifiCorp related to, arising from or associated with the Idaho Power Acquired Assets, except to the
extent any such assets are specifically identified by the Parties pursuant to the process described in
Section 4.8;
(x) all real property upon which the Idaho Power Acquired Assets are located,
and all interests in real property (including, without limitation, easements, rights-of-way, permits,
licenses and leases) related to the Idaho Power Acquired Assets; and
(xi)
Acquired Assets.
all other assets and properties of PacifiCorp other than the Idaho Power
2.3 Assumed Oblisations.
(a) Idaho Power Assumed Obligations. Effective as of the Effective Time, Idaho
Power shall assume all Liabilities (other than the PacifiCorp Excluded Liabilities), solely to the extent
applicable to any period after the Closing, related to, arising from, or associated with the Idaho Power
Acquired Assets, to the extent of the respective Idaho Power Ownership Percentages therein
(collectively, the "Idaho Power Assumed Obligations").
(b) PacifiCorp Assumed Obligations. Effective as of the Effective Time, PacifiCorp
shall assume all Liabilities (other than Idaho Power Excluded Liabilities), solely to the extent applicable
to any period after the Closing, related to, arising from, or associated with the PacifiCorp Acquired
Assets, to the extent of the respective PacifiCorp Ownership Percentages therein (collectively, the
"PacifiCorp Assumed Obl@").
2.4 Excluded Liabilities.
(a) Idaho Power Excluded Liabilities. Idaho Power shall retain and remain fully
responsible for, and PacifiCorp does not assume and shall have no responsibility or Liability for, and
will not be obligated to pay, perform, or otherwise discharge any of the following Liabilities of Idaho
Power or its Affiliates or any present or former owner or operator thereof (collectively, the "Idaho
Power Excluded Liabilities"):
(i) any Liabilities of Idaho Power to the extent related to any Idaho Power
Excluded Assets or other assets which are not PacifiCorp Acquired Assets and the ownership, operation
and conduct of any business in connection therewith or therefrom;
(ii) any Liabilities in respect of Taxes of Idaho Power or any Tax Affiliate of
Idaho Power, or any liability of Idaho Power for unpaid Taxes of any Person under Treasury Regulation
Section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by
JOINT PURCHASE AND SALE AGREEMENT PAgE I 15
EXECUTION VERSION
contract or otherwise, including any Taxes relating to, pertaining to or arising from the PacifiCorp
Acquired Assets for periods (or portions thereof) ending on or prior to the Closing Date, except for
Taxes for which PacifiCorp is liable pursuant to Section 2.6;
(iii) any Liabilities in respect of any employees of Idaho Power or its
Affiliates, including any obligations of Idaho Power for benefits, bonuses, wages, employment Taxes, or
severance pay and any liability or obligations arising under any employee benefit plan;
(iv) any Liabilities relating to (A) the disposal, storage, transportation,
discharge, Release, recycling, or the arrangement for such activities, by Idaho Power, of Hazardous
Materials, and (B) Environmental Claims and requirements of Environmental Law with regard to
Environmental Matters existing in the PacifiCorp Acquired Assets, in each case, prior to the Closing
Date;
(v) any Liabilities relating to any properties (other than PacifiCorp Acquired
Assets) formerly owned or operated by Idaho Power or its Affiliates or predecessors prior to the Closing
Date;
(vi) any Liabilities related to real property upon which the PacifiCorp
Acquired Assets are located, or to interests in real property (including, without limitation, easements,
rights-of-way, permits, licenses and leases) related to the PacifiCorp Acquired Assets, except for
amounts payable with respect to easements, rights-of-way, permits, licenses and leases related to the
PacifiCorp Acquired Assets that relate to periods after the Closing Date;
(vii) arry Liabilities arising from any Claim (including any workers
compensation Claim) related to the PacifiCorp Acquired Assets which have arisen, been accrued or
incurred, or are otherwise based on events taking place, prior to the Closing Date;
(viii) any Liabilities of Idaho Power arising under or in connection with this
Agreement, dfly Related Document delivered in connection herewith, and any of the transactions
contemplated hereby and thereby;
(ix) any Liabilities, including frnes, penalties or costs imposed by a
Govemmental Entity, and the costs of any associated defense or response, with respect to any of the
PacifiCorp Acquired Assets resulting from an investigation, proceeding, request for information or
inspection before or by a Governmental Entity whether pending or commencing on, prior to or after the
Closing Date, to the extent based on events or conditions occurring or existing in connection with, or
arising out of, or otherwise relating to, the PacifiCorp Acquired Assets or the ownership, possession,
use, operation, sale or other disposition thereof on or prior to the Closing Date (or any other assets,
properties, rights or interests associated, at any time on or prior to the Closing Date, with the PacifiCorp
Acquired Assets), or actions taken or omissions to act made on or prior to the Closing Date;
(x) any Liabilities relating to the PacifiCorp Acquired Assets (or any other
assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the
PacifiCorp Acquired Assets), to the extent based on events or conditions occurring or existing on or
prior to the Closing Date and arising out of or relating to (A) any dispute arising out of or in connection
with capacity of or energy provided or services rendered from the PacifiCorp Acquired Assets, including
JOINT PURCHASE AND SALE AGREEMENT Page I 16
EXECUTION TlERSION
claims for refunds, personal injury or property damage, (B) claims relating to employee health and
safety, including claims for injury, sickness, disease or death of any Person, (C) any lien described in
clause (d) of the definition of Idaho Power Permitted Encumbrances or any unpaid sums for which any
such liens shall have arisen, (D) claims by any Person utilized or retained for services or work related to
or in support of the PacifiCorp Acquired Assets, or (E) compliance with any Govemmental
Requirements relating to any of the foregoing;
(xi) any Liabilities relating to, based in whole or in part on events or
conditions occurring or existing in connection with, or arising out of the PacifiCorp Acquired Assets as
operated on or prior to the Closing Date, or the design, construction, ownership, possession, use, or
operation of the PacifiCorp Acquired Assets, on or before the Closing Date;
(xii) any
refinancing thereof); and
representing indebtedness for money borrowed (and any
(xiii) all other pre-Closing Liabilities of Idaho Power, of whatever nature.
(b) PacifiCorp Excluded Liabilities. PacifiCorp shall retain and remain fully
responsible for, and Idaho Power does not assume and shall have no responsibility or Liability for, and
will not be obligated to pay, perform, or otherwise discharge any of the following Liabilities of
PacifiCorp or its Affiliates or any present or former owner or operator thereof (collectively, the
"PacifiCom Exclude "):
(i) any Liabilities of PacifiCorp to the extent related
Excluded Assets or other assets which are not Idaho Power Acquired Assets
operation and conduct of any business in connection therewith or therefrom;
to any
and the
PacifiCorp
ownership,
(ii) any Liabilities in respect of Taxes of PacifiCo{p or any Tax Affiliate of
PacifiCorp, or any liability of PacifiCorp for unpaid Taxes of any Person under Treasury Regulation
Section 1.1502-6 (or similar provision of state, local, or foreign law) as a transferee or successor, by
contract or otherwise, including any Taxes relating to, pertaining to or arising from the Idaho Power
Acquired Assets for periods (or portions thereof) ending on or prior to the Closing Date, except for
Taxes for which Idaho Power is liable pursuant to Section 2.6;
(iii) any Liabilities in respect of any employees of PacifiCorp or its Affiliates,
including any obligations of PacifiCorp for benefits, bonuses, wages, employment Taxes, or severance
pay and any liability or obligations arising under any employee benefit plan;
(iv) any Liabilities relating to (A) the disposal, storage, transportation,
discharge, Release, recycling, or the arrangement for such activities, by PacifiCorp, of Hazardous
Materials, and (B) Environmental Claims and requirements of Environmental Law with regard to
Environmental Matters existing in the Idaho Power Acquired Assets, in each case, prior to the Closing
Date;
(v) any Liabilities relating to any properties (other than Idaho Power Acquired
Assets) formerly owned or operated by PacifiCorp or its Affiliates or predecessors prior to the Closing
Date;
JOINT PURCHASE AND SALE AGREEMENT
EXECUTION T/ERSION
(vi) any Liabilities related to real property upon which the Idaho Power Assets
are located, or to interests in real property (including, without limitation, easements, rights-of-way,
permits, licenses and leases) related to the Idaho Power Acquired Assets, except for amounts payable
with respect to easements, rights-of-way, permits, licenses and leases related to the Idaho Power
Acquired Assets that relate to periods after the Closing Date;
(vii) any Liabilities arising from any Claim (including any workers
compensation Claim) related to the Idaho Power Acquired Assets which have arisen, been accrued or
incurred, or are otherwise based on events taking place, prior to the Closing Date;
(viii) any Liabilities of PacifiCorp arising under or in connection with ttris
Agreement, &fly Related Document delivered in connection herewith, and any of the transactions
contemplated hereby and thereby;
(ix) any Liabilities, including fines, penalties or costs imposed by a
Governmental Entity, and the costs of any associated defense or response, with respect to any of the
Idaho Power Acquired Assets resulting from an investigation, proceeding, request for information or
inspection before or by a Governmental Entity whether pending or commencing on, prior to or after the
Closing Date, to the extent based on events or conditions occurring or existing in connection with, or
arising out of, or otherwise relating to, the Idaho Power Acquired Assets or the ownership, possession,
use, operation, sale or other disposition thereof on or prior to the Closing Date (or any other assets,
properties, rights or interests associated, at any time on or prior to the Closing Date, with the Idaho
Power Acquired Assets), or actions taken or omissions to act made on or prior to the Closing Date;
(x) any Liabilities relating to the Idaho Power Acquired Assets (or any other
assets, properties, rights or interests associated, at any time on or prior to the Closing Date, with the
Idaho Power Acquired Assets), to the extent based on events or conditions occurring or existing on or
prior to the Closing Date and arising out of or relating to (A) any dispute arisrng out of or in connection
with capacity of or energy provided or services rendered from the Idaho Power Acquired Assets,
including claims for refunds, personal injury or property damage, (B) claims relating to employee health
and safety, including claims for injury, sickness, disease or death of any Person, (C) any lien described
in clause @) of the definition of PacifiCorp Permitted Encumbrances or any unpaid sums for which any
such liens shall have arisen, (D) claims by any Person utilized or retained for services or work related to
or in support of the Idaho Power Acquired Assets, or (E) compliance with any Governmental
Requirements relating to any of the foregoing;
(xi) any Liabilities relating to, based in whole or in part on events or
conditions occurring or existing in connection with, or arising out of, the Idaho Power Acquired Assets
as operated on or prior to the Closing Date, or the design, construction, ownership, possession, use, or
operation of the Idaho Power Acquired Assets, on or before the Closing Date;
(xii) any Liabilities representing indebtedness for money borrowed (and any
refinancing thereof); and
(xiii) all other pre-Closing Liabilities of PacifiCorp, of whatever nature.
JOINT PURCHASE AND SALE AGREEMENT Page I 18
EXECUTION VERSION
2.5 Purchase Price: Net Book Value True-up: Audit Rights: Section 1031 Exchange.
(a) Idaho Power Purchase Price. The purchase price to be paid by Idaho Power to
PacifiCorp under this Agreement is an amount equal to the PacifiCorp Net Book Value of the Idaho
Power Acquired Assets as of December 31, 2014 (the "Idaho Power Purchase . The Idaho Power
Purchase Price, subject to Sections 2.5(c) and 2.5(d), is the total consideration to be paid by Idaho Power
to PacifiCorp at Closing for the Idaho Power Acquired Assets. Not less than two (2) Business Days
before the Closing Date, or at such other time as may be mutually agreed upon by the Parties in writing,
PacifiCorp shall deliver to Idaho Power a written notice setting forth PacifiCorp's good faith estimate of
the Idaho Power Purchase Price. The notice provided under this Section 2.5(a) shall provide sufficient
detail on the calculation of the Idaho Power Purchase Price reasonably to permit an audit of such
Purchase Price subsequent to Closing in accordance with Section 2.5(d) hereof.
(b) PacifiCorp Purchase Price. The purchase price to be paid by PacifiCorp to Idaho
Power under this Agreement is an amount equal to the Idaho Power Net Book Value of the PacifiCorp
Acquired Assets as of December 31,2014 (the "PacifiCorp Purchase Price"). The PacifiCorp Purchase
Price, subject to Sections 2.5(c) and 2.5(d), is the total consideration to be paid by PacifiCorp to Idaho
Power at Closing for the PacifiCorp Acquired Assets. Not less than two (2) Business Days before the
Closing Date, or at such other time as may be mutually agreed upon by the Parties in writing, Idaho
Power shall deliver to PacifiCorp a written notice setting forth Idaho Power's good faith estimate of the
PacifiCorp Purchase Price. The notice provided under this Section 2.5(b) shall provide sufficient detail
on the calculation of the PacifiCorp Purchase Price reasonably to permit an audit of such Purchase Price
subsequent to Closing in accordance with Section 2.5(d) hereof.
(c) Purchase Price Netting. At Closing, due to the differing values in the Purchase
Price for each Party, the Idaho Power Purchase Price shall be neffed against the PacifiCorp Purchase
Price and the Party whose Purchase Price pursuant to Section 2.5(a) or Section 2.5(b) is greater shall pay
the difference between the two Ptrchase Prices to the other Party by wire transfer in immediately
available funds, in the lawful currency of the United States, to an account or accounts designated by the
other Party.
(d) Net Book Value True-up: Audit Rights.
(i) Net Book Value True-up. Not later than one hundred eighty (180) days
after the Closing, (A) Idaho Power shall deliver to PacifiCorp a wriffen notice seffing forth (l) the Idaho
Power Net Book Value, as of the Closing Date, of any Idaho Power Planned Improvements or Idaho
Power Extraordinary Items placed in service during the period from January 1,2015 to the Closing Date
(the "Net Book Value True-w "), and (2) the Idaho Power Net Book Value, as of the Closing
Date, of any PacifrCorp Acquired Assets affected by Casualty Loss or removed from service or retired
by Idaho Power in the ordinary course of its utility operations during the.Net Book Value True-up
Period, along with any resulting adjustment to be made to the PacifiCorp Purchase Price (the "I@
Power Net Book Value True-up Notice"), imd (B) PacifiCorp shall deliver to Idaho Power a written
notice setting forth the (1) PacifiCorp Net Book Value, as of the Closing Date, of any PacifiCorp
Planned Improvements or PacifiCorp Extraordinary Items placed in service during the Net Book Value
True-up Period, and (2) the PacifiCorp Net Book Value, as of the Closing Date, of any Idaho Power
Acquired Assets affected by Casualty Loss or removed from service or retired by PacifiCorp in the
ordinary course of its utility operations during the Net Book Value True-up Period, along with any
JOINT PURCHASE AND SALE AGREEMENT Page I 19
EXECUTION VERSION
resulting adjustment to be made to the Idaho Power Purchase Price (the "PacifiCorp Net Book V
True-up Notice"). Not more than five (5) Business Days after delivery of the later of the Idaho Power
Net Book Value True-up Notice or the PacifiCorp Net Book Value True-up Notice, the Parties shall net
the costs set forth in the respective Net Book Value True-up Notices and the Party whose Net Book
Value True-up Notice identifies the higher amount shall receive from the other Party a payment of the
difference by wire transfer in immediately available funds, in the lawful currency of the United States, to
an account or accounts designated by such Party.
(ii) Audit Rishts. Not more than one hundred eighty (180) days after delivery
of the PacifiCorp Net Book Value True-Up Notice, Idaho Power may, at its own cost, at any time during
normal business hours and with reasonable notice of not less than thirfy (30) days to PacifiCorp, audit
the books and records of PacifiCorp and any of its Affiliates related to the Idaho Power Acquired Assets
(the "PacifiCom Cost Reo ") to the extent reasonably related to the calculations of (A) the
PacifiCorp Net Book Value of the Idaho Power Acquired Assets or (B) the PacifiCorp Net Book Value
of any PacifiCorp Planned Improvements or PacifiCorp Extraordinary Items or items affected by
Casualty Loss or removed from service by PacifiCorp during the Net Book Value True-Up Period in
connection with the Idaho Power Acquired Assets (the "PegifiCorp Co$q"). Not more than one hundred
eighty (180) days after delivery of the Idaho Power Net Book Value True-Up Notice, PacifiCorp may, at
its own cost, at any time during normal business hours and with reasonable notice of not less than ten
(10) Business Days to Idaho Power, audit the books and records of Idaho Power and any of its Affiliates
related to the PacifiCorp Acquired Assets ("Idaho Power Cost Recoft") to the extent reasonably related
to the calculations of (A) the Idaho Power Net Book Value of the PacifiCorp Acquired Assets or (B) the
Idaho Power Net Book Value of any Idaho Power Planned Improvements or Idaho Power Extraordinary
Items or items affected by Casualty Loss or removed from service by Idaho Power during the Net Book
Value True-Up Period in connection with the PacifiCorp Acquired Assets (the "Idaho Power Costs").
(iii) If any audit conducted pursuant to Section 2.5(dXii) discloses that the
actual Idaho Power Costs differ from the Idaho Power Net Book Value used for determining the
PacifiCorp Purchase Price pursuant to this Section 2.5, or that the actual PacifiCorp Costs differ from
the PacifiCorp Net Book Value used for determining the Idaho Power Purchase Price pursuant to this
Section 2.5, then the Party conducting such audit shall notiff the other Party in uniting of such
difference (the "Disputed Costs No "). The Parties shall attempt, in good faith and for not less than
thirty (30) days following the Disputed Costs Notice (or such longer period as the Parties may mutually
agree in writing), to reach agreement on the actual Idaho Power Purchase Price and the PacifiCorp
Purchase Price, as applicable, and to adjust the applicable Purchase Price paid under this Section 2.5 to
reflect such agreement.
(iv) If the Parties are unable to reach agreement under Section 2.5(dXiii), then
the Parties shall retain an Independent Accounting Firm to audit the PacifiCorp Costs or the Idaho
Power Costs, as applicable, to determine the Idaho Power Purchase Price or the PacifiCorp Purchase
Price, as applicable. The decision of the Independent Accounting Firm shall be binding upon the Parties
and final and the consideration provided pursuant to this Section 2.5 shall be adjusted to reflect the
results of the Independent Accounting Firm's determination. Each Party shall be liable for fifty percent
(50%) of the Independent Accounting Firm's charges.
(v) Each Party shall, and shall cause any of its relevant Affiliates to, keep and
maintain all such Idaho Power Cost Records or PacifiCorp Cost Records, as applicable, to the extent
JOINT PURCI{ASE AND SALE AGREEMENT Page | 20
EXECUTION VERSION
reasonably related to the determination of the Idaho Power Costs or the PacifiCorp Costs, as applicable,
and make such records available to the other Party and, if applicable, the Independent Accounting Firm,
in accordance with the terms of this Agreement. The Party requesting the audit shall reimburse one
hundred percent (100%) of all reasonable costs and expenses (including internal costs and expenses)
incurred by or on behalf of the other Party and any of its Affiliates in complying with the provisions of
this Section 2.5(dXv), provided that each Party shall be liable for fifty percent (50%) of any such costs
incurred by either Party and its Affiliates in complying with a request by the Independent Accounting
Firm.
(vi) The allocation of costs incurred by a Party with respect to any PacifiCorp
Planned Improvements or PacifiCorp Extraordinary Items, or any Idaho Power Planned Improvements
or Idaho Power Extraordinary Items, in each case, that are not placed in service on or prior to the
Closing Date shall be governed by the Joint Ownership and Operating Agreement, and there shall be no
adjustment of either Purchase Price with respect to such costs.
(e) Section 1031 Exchanse.
(i) The Parties desire and intend that the purchase and sale of the PacifiCorp
Acquired Assets and the Idaho Power Acquired Assets provided for under this Agreement will satisff
the requirements of a like-kind exchange. Each of the transfers necessary to complete the exchange is
part of an integrated, interdependent, mutual and reciprocal plan intended to effectuate a tax-deferred
exchange by PacifiCorp and Idaho Power of like-kind properties pursuant to and in accordance with the
provisions of Code Section 1031, and the Treasury Regulations promulgated thereunder.
(ii) Prior to the Closing, the Parties shall allocate the Idaho Power Purchase
Price and the PacifiCorp Purchase Price among the Idaho Power Acquired Assets and the PacifiCorp
Acquired Assets under this Agreement in accordance with Exhibit A, which Exhibit identifies the
various Idaho Power Equipment, PacifiCorp Equipment and Existing Joint Equipment as either
transmission or substation prdperty to determine like-kind characteization pursuant to Code Section
1031.
Tax Prorations.
(a) Idaho Power Acquired Assets. All property Taxes and pre-paid expenses, in each
case, to the extent relating to the Idaho Power Acquired Assets, will be prorated as of the Effective
Time, with PacifiCorp liable to the extent such items relate to any period prior to the Effective Time,
and PacifiCorp and Idaho Power each liable to the extent such items relate to any period from and after
the Effective Time in accordance with their respective Ownership Percentages.
(b) PacifiCom Acquked Assets. All property Taxes and pre-paid expenses, in each
case, to the extent relating to the PacifiCorp Acquired Assets, will be prorated as of the Effective Time,
with Idaho Power liable to the extent such items relate to any period prior to the Effective Time, and
PacifiCorp and Idaho Power each liable to the extent such items relate to any period from and after the
Effective Time in accordance with their respective Ownership Percentages.
(c) Propefi Tax Proration Calculations. The collective amount of property Taxes to
be prorated in Sections 2.6(a) and 2.6(b\ will be calculated bV (i) Idaho Power, with respect to the
2.6
JOINT PURCHASE AND SALE AGREEMENT Page l2l
EXECUTION T/ERSION
PacifiCorp Acquired Assets, and (ii) PacifiCorp, with respect to the Idaho Power Acquired Assets, in
each case, on a state specific basis by multiplying the Idaho Power Net Book Value of the PacifiCorp
Acquired Assets or the PacifiCorp Net Book Value of the Idaho Power Acquired Assets, as applicable,
by an assessment ratio and then by a composite statewide property Tax rate. The applicable assessment
ratio will be calculated by dividing the applicable Net Book Value of all state assessed property by the
assessed value of such property prior to any adjustment for state specific exemptions. The applicable
statewide property Tax rate will be calculated by dividing the amount of property Taxes paid for state
assessed property for the most recent year by the corresponding assessed value of state assessed
property.
(d) Transfer Taxes. The aggregate amount of all Transfer Taxes, if any, to the extent
relating to the PacifiCorp Acquired Assets and the Idaho Power Acquired Assets will be shared equally
by the Parties. Idaho Power will file, to the extent required by applicable Governmental Requirements,
all necessary Tax Returns and other documentation with respect to all such Transfer Taxes relating to
the PacifiCorp Acquired Assets, and if required by applicable Govemmental Requirements, PacifiCorp
will join in the execution of any such Tax Returns or other documentation, ry4led that PacifiCorp
shall first have an opportunity to review and approve (such approval not to be unreasonably withheld)
such Tax Retums. PacifiCorp will file, to the extent required by applicable Governmental
Requirements, all necessary Tax Returns and other documentation with respect to all such Transfer
Taxes relating to the Idaho Power Acquired Assets, and if required by applicable Govemmental
Requirements, Idaho Power will join in the execution of any such Tax Retums or other documentation,
provided that Idaho Power shall first have an opportunity to review and approve (such approval not to be
unreasonably withheld) such Tax Returns. Not later than sixty (60) days after the Closing, each Party
shall provide the other Party with copies of all such Tax Returns, other documentation and payments
with respect to all such Transfer Taxes. Each Party shall notiff the other Party promptly after notice or
commencement of an examination, audit or other proceeding by a Govemmental Entity with respect to
such Transfer Taxes and shall provide copies of all pertinent audit papers reasonably requested by such
Party.
2.7 Time and Place of Closine. Unless this Agreement is terminated early in accordance
with Section 5.1, md upon the terms and subject to the satisfaction of the conditions contained in
Section 2.9 (or waiver thereof as provided therein), the closing of purchase and sale of the PacifiCorp
Acquired Assets and the Idaho Power Acquired Assets and assumption by PacifiCorp of the PacifiCorp
Assumed Obligations and the assumption by Idaho Power of the Idaho Power Assumed Obligations (the
"elogiug") will take place electronically (by exchange of PDF signatures) or, at the election of the
Parties, at the oflices of Troutman Sanders LLP, 805 SW Broadway, Suite 1560, Portland, Oregon
97205, at 10:00 a.m., Pacific time, on the second (2nd) Business Day following the date on which the
conditions set forth in Section 2.9 (other than conditions to be satisfied by deliveries at the Closing) have
been satisfied or waived, or at such other place and time as the Parties may mutually agree in writing.
The date on which the Closing occurs is referred to herein as the "elosiug_Date." The purchase and sale
of the PacifiCorp Acquired Assets and the Idaho Power Acquired Assets and the assumption by
PacifiCorp of the PacifiCorp Assumed Obligations and the assumption by Idaho Power of the Idaho
Power Assumed Obligations will be effective as of 12:00:01 a.m., Pacific time on the Closing Date (the
"E[feclive_Iime").
2.8 Closing Deliverables.
JOINT PURCHASE AND SALE AGREEMENT Pagel22
EXECUTION VERSION
(a) Deliveries by Idaho Power. At or prior to the Closing, Idaho Power will deliver
to PacifiCorp, each of the following:
(D a bill of sale for the PacifiCorp Acquired Assets in the form attached
hereto as Exhibit B-1 with the appropriate equipment lists developed pursuant to Section 4.8 inserted in
schedule I thereto (the "Idaho Power Bill of Sale"), duly executed by Idaho Power;
(ii) a certificate duly executed by an authorized officer or representative of
Idaho Power, dated as of the Closing Date, certiffing that each of the conditions set forth in Section
2.9(bxil and Section 2.96Xii) has been satisfied as of the Closing Date;
(iii) copies of all Idaho Power Required Regulatory Approvals and any other
consents, waivers or approvals obtained by Idaho Power from third parties in connection with this
Agreement and the Transaction;
(iv) all such other instruments of assignment or conveyance properly executed
and acknowledged by Idaho Power in customary form as are reasonably requested by PacifiCorp in
order to transfer to and vest in PacifiCorp PacifiCorp's Ownership Percentages in all of Idaho Power's
right, title and interest in, to and under the PacifiCorp Acquired Assets in accordance with this
Agreement;
(v) evidence reasonably satisfactory to PacifiCorp of the costs incurred by
Idaho Power, as of the Closing Date, with respect to Idaho Power Planned Improvements and Idaho
Power Extraordinary Items not placed in service as of the Closing Date; and
(vi) any other documents or instruments reasonably required by PacifiCorp to
consummate the Transaction and reasonably requested of Idaho Power prior to the Closing Date.
(b) Deliveries by PacifiCorp. At or prior to the Closing, PacifiCorp will deliver to
Idaho Power, each of the following:
(i) a bill of sale for the Idaho Power Acquired Assets in the form attached
hereto as Exhibit B-2 with the appropriate equipment lists developed pursuant to Section 4.8 inserted in
schedule I thereto (the "PacifiCom Bill of Sale"), duly executed by PacifiCorp;
(ii) a certificate duly executed by an authorized officer or representative of
PacifiCorp, dated as of the Closing Date, certiffing that each of the conditions set forth in Section
2.9(aXi) and Section 2.9(aXii) has been satisfied as of the Closing Date;
(iii) copies of all PacifiCorp Required Regulatory Approvals and any other
consents, waivers or approvals obtained by PacifiCorp from third parties in connection with this
Agreement and the Transaction;
(iv) all such other instruments of assignment or conveyance properly executed
and acknowledged by PacifiCorp in customary form as are reasonably requested by Idaho Power in
order to transfer to and vest in Idaho Power Idaho Power's Ownership Percentages in all of PacifiCorp's
right, title and interest in, to and under the Idaho Power Acquired Assets in accordance with this
Agreement;
JOINT PURCHASE AND SALE AGREEMENT Pagel23
EXECUTION T/ERSION
(v) evidence reasonably satisfactory to Idaho Power of the costs incurred by
PacifiCorp, as of the Closing Date, with respect to PacifiCorp Planned Improvements and PacifiCorp
Extraordinary Items not placed in service as of the Closing Date; and
(vi) any other documents or instruments reasonably required by Idaho Power
to consummate the Transaction and reasonably requested of PacifiCorp prior to the Closing Date.
2.9 Conditions Precedent to Closine.
(a) Idaho Power's Conditions Precedent. Idaho Power's obligation to sell and
transfer to PacifiCorp the PacifiCorp Acquired Assets, to purchase and accept from PacifiCorp the Idaho
Power Acquired Assets, and to take the other actions required to be taken by Idaho Power at the Closing
are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of
which may be waived, in whole or in part, by Idaho Power in writing):
(i) Accuracy of Representations. Except as provided in Section 4.6, all
representations and warranties made in this Agreement by PacifiCorp that are qualified with respect to
materiality (whether by reference to Material Adverse Effect or otherwise) are true and correct, and all
representations and warranties made in this Agreement by PacifiCorp that are not so qualified are true
and correct in all material respects, in each case, as of the Closing Date by reference to the facts and
circumstances then existing;
(ii) PacifiCorp's Performance. PacifiCorp shall have complied in all material
respects with all covenants and agreements made by it in Article IV to be performed prior to Closing;
(iii) Delivery of Documents. Each document and other item required to be
delivered by PacifiCorp pursuant to Section 2.8(b) shall have been delivered to Idaho Power;
(iv) Required Reeulatory Approvals. All Required Regulatory Approvals shall
have been obtained and be in full force and effect, and shall be in form and substance, including the
terms and conditions thereof, acceptable to Idaho Power in its sole discretion (provided that any
condition in a Required Regulatory Approval requiring that a Party file any Related Document in
executed form with a Governmental Entity shall be deemed acceptable to Idaho Power and shall not
cause the condition in this Section 2.9(aXiv) to not be satisfied);
(v) No Prohibition. Neither the consummation nor the performance of the
Transaction shall, directly or indirectly (with or without notice or lapse of time), materially contravene,
or conflict with, or result in a material violation of, any Governmental Requirement or Governmental
Authorization applicable to the PacifiCorp Acquired Assets or Idaho Power or any of its Affiliates;
(vi) No Injunction. No litigation or injunction shall be pending, threatened or
reasonably likely to be commenced or issued (A) involving any challenge to, or seeking damages or
other relief in connection with the Transaction, (B) that may have the effect of preventing, delaying,
making illegal, or otherwise interfering with the Transaction, or (C) imposing or seeking to impose
material damages or sanctions directly arising out of the Transaction on Idaho Power or any of its
Affiliates;
JOINT PURCHASE AND SALE AGREEMENT Pagel24
EXECUTION VERSION
:*l
(vii) No Casualtv Loss. Since the Effective Date, no Casualty Loss shall have
occurred having a Restoration Cost in excess of five million dollars ($5,000,000.00).
(viii) Release of Liens. PacifiCorp shall have received all releases of liens and
other Encumbrances, other than PacifiCorp Permitted Encumbrances and the lien of the PacifiCorp
Mortgage on the Idaho Power Acquired Assets, which lien will be released after Closing in accordance
with Section 2.10(b), from lenders or other parties applicable to the Idaho Power Acquired Assets in
form and substance reasonably satisfactory to Idaho Power;
(ix) No Material Adverse Effect.. Since the Effective Date, no Material
Adverse Effect on Idaho Power or any of its Affiliates shall have occurred and be continuing;
(x) Firm Transmission Service Agreements. The Firm Transmission Service
Agreements shall have been executed and delivered by the Parties;
(xi) Amended and Restated Lesacv Agreements. Each of the Amended and
Restated Legacy Agreements shall have been executed and delivered by the Parties;
(xii) Effectiveness of Agreements. Each of the Joint Ownership and Operating
Agreement, the Amended and Restated Legacy Agreements and the Termination Agreement shall be in
full force and effect (subject only to the condition precedent of the occuffence of the Closing);
(xiii) Release Aereement. PacifrCorp shall have executed a release agreement
in form and substance acceptable to Idaho Power with respect to claims arising under the Terminated
Legacy Agreements prior to the Closing Date, which agreement shall include any agreed-upon
exceptions to such release; and
(xiv) Joint Ownership and Operatine Aqreement Exhibit Updates. Exhibits A,
B, C, and F to the Joint Ownership and Operating Agreement shall have been updated, in form and
substance acceptable to Idaho Power, to accurately reflect the information contained therein as of the
Closing.
(b) PacifiCorp's Conditions Precedent. PacifiCorp's obligations to sell and transfer
to Idaho Power the Idaho Power Acquired Assets, to purchase and accept from Idaho Power the
PacifiCorp Acquired Assets, and to take the other actions required to be taken by PacifiCorp at the
Closing are subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any
of which may be waived, in whole or in part, by PacifiCorp in writing):
(i) Accuracy of Representations. Except as provided in Section 4.6, all
representations and warranties made in this Agreement by Idaho Power that are qualified with respect to
materiality (whether by reference to Material Adverse Effect or otherwise) are true and correct, and all
representations and warranties made in this Agreement by Idaho Power that are not so qualified are true
and correct in all material respects, in each case, as of the Closing Date by reference to the facts and
circumstances then existing;
(ii) Idaho Power's Performance. Idaho Power shall have complied in all
material respects with all covenants and agreements made by it in Article IV to be performed prior to
Closing;
JOINT PURCHASE AND SALE AGREEMENT Page | 25
EXECUTION T/ERSION
(iii) Delivery of Documents. Each document and other item required to be
delivered by Idaho Power pursuant to Section 2.8(a) shall have been delivered to PacifiCorp;
(iv) Required Reeulatory Approvals. All Required Regulatory Approvals shall
have been obtained and be in full force and effect, and shall be in form and substance, including the
terms and conditions thereof acceptable to PacifiCorp in its sole discretion (ry]1!g! that any condition
in a Required Regulatory Approval requiring that a Party file any Related Document in executed form
with a Governmental Entity shall be deemed acceptable to PacifiCorp and shall not cause the condition
in this Section 2.9(bXiv) to not be satisfied);
(v) No Prohibition. Neither the consummation nor the performance of the
Transaction shall, directly or indirectly (with or without notice or lapse of time), materially contravene,
or conflict with, or result in a material violation of, any Governmental Requirement or Governmental
Authorization applicable to the Idaho Power Acquired Assets or PacifiCorp or any of its Affiliates;
(vi) No Injunction. No litigation or injunction shall be pending, threatened or
reasonably likely to be commenced or issued (A) involving arry challenge to, or seeking damages or
other relief in connection with the Transaction, (B) that may have the effect of preventing, delaying,
making illegal, or otherwise interfering with the Transaction, or (C) imposing or seeking to impose
material damages or sanctions directly arising out of the Transaction on PacifiCorp or any of its
Affiliates;
(vii) No Casualtv Loss. Since the Effective Date, no Casualty Loss shall have
occurred having a Restoration Cost in excess of five million dollars ($5,000,000.00).
(viii) Release of Liens. Idaho Power shall have received all releases of liens and
other Encumbrances, other than Idaho Power Permitted Encumbrances and the lien of the Idaho Power
Mortgage on the PacifiCorp Acquired Assets, which lien will be released after Closing in accordance
with Section 2.10(a), from lenders or other parties applicable to the PacifiCorp Acquired Assets in form
and substance reasonably satisfactory to PacifiCorp;
(ix) No Material Adverse Effect. Since the Effective Date, no Material
Adverse Effect on PacifiCorp or any of its Affiliates shall have occurred and be continuing;
(x) Firm Transmission Service Agreements. The Firm Transmission Service
Agreements shall have been executed and delivered by the Parties;
(xi) Amended and Restated Legacy Agreements. Each of the Amended and
Restated Legacy Agreements shall have been executed and delivered by the Parties;
(xii) Effectiveness of Apreements. Each of the Joint Ownership and Operating
Agreement, the Amended and Restated Legacy Agreements and the Termination Agreement shall be in
fulI force and effect (subject only to the condition precedent of the occrurence of the Closing);
(xiii) PacifiCom Transmission Service Requests. PacifiCorp shall have
received evidence reasonably satisfactory to it that Idaho Power has satisfied requirements established
by Idaho Power's OATT with respect to, and timely processed PacifiCorp's request for, 510MW of
long-term firm point-to-point transmission service on Idaho Power's transmission system;
JOINT PURCHASE AND SALE AGREEMENT Page126
EXECUTION T/ERSION
(xiv) Idaho Power 230kV Upgrades. PacifiCorp shall have received evidence
reasonably satisfactory to it that Idaho Power has ordered the transformer for, and entered into all
necessary construction agreements with respect to, the 230kV Upgrades that are required to provide
PacifiCorp with 510MW of long-term firm point-to-point transmission service on Idaho Power's
transmission system;
(xv) Release Agreement. Idaho Power shall have executed a release agreement
in form and substance acceptable to PacifiCorp with respect to claims arising under the Terminated
Legacy Agreements prior to the Closing Date, which agreement shall include any agreed-upon
exceptions to such release; and
(xvi) Joint Ownership and Operating Agreement Exhibit Updates. Exhibits A,
B, C and F to the Joint Ownership and Operating Agreement shall have been updated, in form and
substance acceptable to PacifiCorp, to accurately reflect the information contained therein as of the
Closing.
2.10 Release of Mortsaqe Liens or other Encumbrances.
(a) As soon as reasonably practicable following the Closing, but in any event, not
later than thirty (30) days after the Closing Date, Idaho Power will obtain a release of the lien of the
Idaho Power Mortgage on the PacifiCorp Acquired Assets. The release shall be in form and substance
reasonably acceptable to PacifiCorp and Idaho Power will promptly provide a copy of such release to
PacifiCorp.
(b) As soon as reasonably practicable following the Closing, but in any event, not
later than thirfy (30) days after the Closing Date, PacifiCorp will obtain a release of the lien of the
PacifiCorp Mortgage on the Idaho Power Acquired Assets. The release shall be in form and substance
reasonably acceptable to Idaho Power and PacifiCorp will promptly provide a copy of such release to
Idaho Power.
(c) The obligations under this Section 2.10 shall continue in full force and effect
notwithstanding the occuffence of the Closing.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
3.1 Representations and Warranties of Idaho Power. Idaho Power represents and warrants to
PacifiCorp as follows:
(a) Idaho Power is a corporation duly formed, validly existing and in good standing
under the laws of the State of Idaho.
(b) Idaho Power has all necessary corporate power and authority to execute and
deliver this Agreement and each Related Document to which it will be a party and to perform its
obligations under this Agreement and each such Related Document, and the execution and delivery of
this Agreement and each Related Document to which it will be a party and the performance by it of this
Agreement and each such Related Document have been duly authorized by all necessary corporate
action on its part
JOINT PURCHASE AND SALE AGREEMENT Page 127
EXECUTION VERSION
(c) Subject to the receipt of the Idaho Power Required Regulatory Approvals, the
execution and delivery of this Agreement by Idaho Power and each Related Document to which it will
be party and the performance by it of this Agreement and each such Related Document, and the
consummation of the Transaction, do not and will not: (i) violate its organizational documents; (ii)
violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a
default, or an event which, with the passage of time or the giving of notice, or both, would become a
default, under any material Contract relating to the PacifiCorp Acquired Assets to which Idaho Power is
aparty or by which the PacifiCorp Acquired Assets may be bound.
(d) This Agreement has been, and each Related Document to which Idaho Power will
be a parfy will be, duly and validly executed and delivered by Idaho Power and, constitutes, or will
constitute upon execution, its legal, valid and binding obligation enforceable against it in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and by principles of equity regardless of whether such principles are
considered in a proceeding at law or in equity.
(e) Except for the Idaho Power Required Regulatory Approvals, no material consent
or approval of, filing with or notice to, any Governmental Entity or other Person by Idaho Power is
required in connection with the due execution and delivery of, and, except with respect to the Joint
Ownership and Operating Agreement and the Amended and Restated Legacy Agreements, performance
by Idaho Power of its obligations under, this Agreement and each Related Document to which it is a
party, and the consummation of the Transaction.
(f) Except as disclosed in Schedule 3.1(fl, there are no material Liabilities related to
the PacifiCorp Acquired Assets, whether or not required by GAAP to be disclosed in a balance sheet,
other than the lien of the Idaho Power Mortgage on the PacifiCorp Acquired Assets, which lien will be
released after Closing in accordance with Section 2.10(a) hereof. Except as set fonh on Schedule 3.l(fl,
Idaho Power does not have any obligations (absolute or contingent) related to the PacifiCorp Acquired
Assets to provide funds on behalf of, or to guarantee any debt, liability or obligation of, any Person.
(g) Except as set forth on Schedule 3.1(g), Idaho Power has good and marketable title
to the PacifiCorp Acquired Assets and there exist no Encumbrances (other than Idaho Power Permitted
Encumbrances and the lien of the Idaho Power Mortgage on the PacifiCorp Acquired Assets, which lien
will be released after Closing in accordance with Section 2.10(a) hereof) applicable to the PacifiCorp
Acquired Assets that would restrict the ownership, use or operation of the PacifiCorp Acquired Assets
(as the PacifiCorp Acquired Assets axe reasonably expected to be operated in accordance with the
provisions of the Joint Ownership and Operating Agreement on the Closing Date).
(h) Environmental.
(D Except as set forth on Schedule 3.1(hXi) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, with respect to the
PacifiCorp Acquired Assets, (A) to Idaho Power's Knowledge, Idaho Power is in compliance with all
applicable Environmental Laws, (B) to Idaho Power's Knowledge, Idaho Power possesses all
Environmental Permits required under Environmental Laws for the operation of the PacifiCorp Acquired
Assets (as the PacifiCorp Acquired Assets are reasonably expected to be operated in accordance with the
provisions of the Joint Ownership and Operating Agreement on the Closing Date) and is in compliance
JOINT PURCHASE AND SALE AGREEMENT Page | 28
EXECUTION T/ERSION
with such Environmental Permits; and (C) Idaho Power has received no written notice that any
Environmental Permit required under Environmental Laws for the operation of the PacifiCorp Acquired
Assets is subject to termination, modification or revocation.
(iD Except as set forth on Schedule 3.1(.h)(ii) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to Idaho Power's
Knowledge, neither Idaho Power nor any Affiliate of Idaho Power has received, within the five (5) years
preceding the Effective Date, any written notice, report, request for information or other information
regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential
Liabilities, including any investigatory, remedial or corrective obligations relating to the operation of the
PacifiCorp Acquired Assets or the real property upon which the PacifiCorp Acquired Assets are located,
arising under or relating to Environmental Laws or regarding Hazardous Materials.
(iii) Except as set forth on Schedule 3.l(hXiii) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, (A) to Idaho
Power's Knowledge, Idaho Power has not caused any Release, and there is and has been no other
Release from, in, on, beneath, or affecting the PacifiCorp Acquired Assets or the real property upon
which the PacifiCorp Acquired Assets are located that could form a basis for an Environmental Claim,
and (B) within the five (5) years preceding the Effective Date, to Idaho Power's Knowledge, Idaho
Power has not received written notice of any Environmental Claims relating to the PacifiCorp Acquired
Assets or the real property upon which the PacifiCorp Acquired Assets are located that have not been
fully and finally resolved and, to Idaho Power's Knowledge, no such Environmental Claims are pending
or threatened against Idaho Power.
(iv) Except as set forth on Schedule 3.l(hXiv) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to Idaho Power's
Knowledge, there are and have been no underground storage tanks, and there are no asbestos-containing
building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by Idaho
Power or, to Idaho Power's Knowledge, otherwise located on the real property upon which the
PacifiCorp Acquired Assets are located.
(v) Except as set forth on Schedule 3.1(hXv) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on PacifiCorp, to Idaho Power's
Knowledge, within the five (5) years preceding the Effective Date, Idaho Power has not assumed or
retained, by contract or operation of law, any obligation under any Environmental Law or concerning
anyHazxdous Materials relating to the PacifiCorp Acquired Assets or the real property upon which the
PacifiCorp Acquired Assets are located.
(i) No broker, finder, or other Person is entitled to any brokerage fees, commissions,
or finder's fees for which PacifiCorp could become liable or obligated in connection with the
Transaction by reason of any action taken by Idaho Power or its Affiliates.
0) Except as set forth in Schedule 3.1(j), Idaho Power does not own, or directly
license from a third party, any Intellectual Property used in or necessary for the ownership, use and
operation of the PacifiCorp Acquired Assets (as the PacifiCorp Acquired Assets are reasonably expected
to be operated in accordance with the provisions of the Joint Ownership and Operating Agreement on
JOINT PL]RCHASE AND SALE AGREEMENT Pagel29
EXECUTION I/ERSION
the Closing Date) in accordance with Good Utility Practice and Governmental Requirements, that is not
part of the PacifiCorp Acquired Assets.
3.2 Representations and Warranties of PacifiCorp. PacifiCorp represents and warrants to
Idaho Power as follows:
(a) PacifiCorp is a corporation duly formed and validly existing under the laws of the
State of Oregon.
(b) PacifiCorp has all necessary corporate power and authority to execute and deliver
this Agreement and each Related Document to which it will be a party and to perform its obligations
under this Agreement and each such Related Document, and the execution and delivery of this
Agreement and each Related Document to which it will be a party and the performance by it of this
Agreement and each such Related Document have been duly authorized by all necessary corporate
action on its part.
(c) Subject to receipt of the PacifiCorp Required Regulatory Approvals, the
execution and delivery of this Agreement by PacifiCorp and each Related Document to which it willbe
party and the performance by it of this Agreement and each such Related Document, and the
consummation of the Transaction, do not and will not: (i) violate its organizational documents; (ii)
violate any Governmental Requirements applicable to it; or (iii) result in a breach of or constitute a
default, or an event which, with the passage of time or the giving of notice, or both, would become a
default, under any material Contract relating to the Idaho Power Acquired Assets to which PacifiCorp is
aparty or by which the Idaho Power Acquired Assets may be bound.
(d) This Agreement has been, and each Related Document to which PacifiCorp will
be a party will be, duly and validly executed and delivered by PacifiCorp and, constitutes, or will
constitute upon execution, its legal, valid and binding obligation enforceable against it in accordance
with its terms, except as the same may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and by principles of equity regardless of whether such principles are
considered in a proceeding at law or in equity.
(e) Except for the PacifiCorp Required Regulatory Approvals, no material consent or
approval of, filing with or notice to, any Governmental Entity or other Person by PacifiCorp is required
in connection with the due execution and delivery of, and, except with respect to the Joint Ownership
and Operating Agreement and the Amended and Restated Legacy Agreements, performance by
PacifiCorp of its obligations under, this Agreement and each Related Document to which it is a party,
and the consummation of the Transaction.
(0 Except as disclosed in Schedule 3.2(fl, there are no material Liabilities related to
the Idaho Power Acquired Assets, whether or not required by GAAP to be disclosed in a balance sheet,
other than the lien of the PacifiCorp Mortgage on the Idaho Power Acquired Assets, which lien will be
released after Closing in accordance with Section 2.10(b) hereof. Excep as set forth on Schedule 3.2(0,
PacifiCorp does not have any obligations (absolute or contingent) related to the Idaho Power Acquired
Assets to provide funds on behalf of or to guarantee any debt, liability or obligation of, any Person.
JOINT PURCHASEAND SALE AGREEMENT Page | 30
EXECUTION T/ERSION
(g) Except as set forth on Schedule 3.2(s), PacifiCorp has good and marketable title
to the Idaho Power Acquired Assets and there exist no Encumbrances (other than PacifiCorp Permitted
Encumbrances and the lien of the PacifiCorp Mortgage on the Idaho Power Acquired Assets, which lien
will be released after Closing in accordance with Section 2.10ft) hereof) applicable to the Idaho Power
Acquired Assets that would restrict the ownership, use or operation of the Idaho Power Acquired Assets
(as the Idaho Power Acquired Assets are reasonably expected to be operated in accordance with the
provisions of the Joint Ownership and Operating Agreement on the Closing Date).
(h) Environmental.
(i) Except as set forth on Schedule 3.2(.hXi) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on Idaho Power, with respect to the
Idaho Power Acquired Assets, (A) to PacifiCorp's Knowledge, PacifiCorp is in compliance with all
applicable Environmental Laws, (B) to PacifiCorp's Knowledge, PacifiCorp possesses all
Environmental Permits required under Environmental Laws for the operation of the Idaho Power
Acquired Assets (as the Idaho Power Acquired Assets are reasonably expected to be operated in
accordance with the provisions of the Joint Ownership and Operating Agreement on the Closing Date)
and is in compliance with such Environmental Permits; and (C) PacifiCorp has received no written
notice that any Environmental Permit required under Environmental Laws for the operation of the Idaho
Power Acquired Assets is subject to termination, modification or revocation.
(ii) Except as set forth on Schedule 3.2(hXii) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on Idaho Power, to PacifiCorp's
Knowledge, neither PacifiCorp nor any Affiliate of PacifiCorp has received, within the five (5) years
preceding the Effective Date, any written notice, report, request for information or other information
regarding any actual or alleged violation of Environmental Laws or any Liabilities or potential
Liabilities, including any investigatory, remedial, or corrective obligations, relating to the operation of
the Idaho Power Acquired Assets or the real property upon which the Idaho Power Acquired Assets are
located, arising under or relating to Environmental Laws or regarding Hazardous Materials.
(iii) Except as set forth on Schedule 3.2(.hXiii) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on Idaho Power, (A) to
PacifiCorp's Knowledge, PacifiCorp has not caused any Release, and there is and has been no other
Release from, in, on, beneath, or affecting the Idaho Power Acquired Assets or the real property upon
which the Idaho Power Acquired Assets are located that could form a basis for an Environmental Claim,
and (B) within the five (5) years preceding the Effective Date, to PacifiCorp's Knowledge, PacifiCorp
has not received written notice of any Environmental Claims relating to the Idaho Power Acquired
Assets or the real property upon which the Idaho Power Acquired Assets are located that have not been
fully and finally resolved and, to PacifiCorp's Knowledge, no such Environmental Claims are pending
or threatened against PacifiCorp.
(iv) Except as set forth on Schedule 3.2(hXiv) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on Idaho Power, to PacifiCorp's
Knowledge, there are and have been no underground storage tanks, and there are no asbestos-containing
building materials or poly-chlorinated biphenyls owned, leased, used, operated or maintained by
PacifiCorp or, to PacifiCorp's Knowledge, otherwise located on the real property upon which the Idaho
Power Acquired Assets are located.
JOINT PURCHASE AND SALE AGREEMENT Page | 31
EXECUTION VERSION
(v) Except as set forth on Schedule 3.2(hXv) and except as to matters that
would not reasonably be expected to have a Material Adverse Effect on Idaho Power, to PacifiCorp's
Knowledge, within the five (5) years preceding the Effective Date, PacifiCorp has not assumed or
retained, by contract or operation of law, any obligation under any Environmental Law or concerning
any Hazardous Materials relating to the Idaho Power Acquired Assets or the real property upon which
the Idaho Power Acquired Assets are located.
(i) No broker, finder, or other Person is entitled to any brokerage fees, commissions,
or finder's fees for which Idaho Power could become liable or obligated in connection with the
Transaction by reason of any action taken by PacifiCorp or its Affiliates.
CI) Except as set forth in Schedule 3.2(j), PacifiCorp does not own, or directly license
from a third party, any Intellectual Property used in or necessary for the ownership, use and operation of
the Idaho Power Acquired Assets (as the Idaho Power Acquired Assets are reasonably expected to be
operated in accordance with the provisions of the Joint Ownership and Operating Agreement on the
Closing Date) in accordance with Good Utility Practice and Govemmental Requirements, that is not part
of the Idaho Power Acquired Assets.
ARTICLE IV
COVENAI\TS
4.1 Conditions and Commercially Reasonable Efforts. Subject to the terms and conditions of
this Agreement, each Party, at its own cost, will use Commercially Reasonable Efforts to effectuate the
Transaction and to fulfill all of the conditions to its obligations under this Agreement and will do all
such acts and things as reasonably may be required to carry out its obligations hereunder and to
consummate the Transaction on or before the Outside Closing Date, including making or cooperating
with the other Party in the making of applications for, or resolving the form or substance of including
any proposed terms or conditions for, the Required Regulatory Approvals.
4.2 Filings with Govemmental Entities.
(a) In General. Prior to the Closing, with respect to (i) the Idaho Power Required
Regulatory Approvals and (ii) the PacifiCorp Required Regulatory Approvals set forth as items 1,2,4, 5
and 7 on Schedule l.l(j), (X) each Party will provide prior written notice to the other Party before
making any filing with, or initiating any discussion or proceeding with, any Governmental Entity in the
course of obtaining any such Required Regulatory Approvals from such Governmental Entities, and (Y)
prior to filing applications, pre-filed testimony or responses to data requests to any such Governmental
Entity in the course of obtaining any such Required Regulatory Approvals from such Governmental
Entities after the Effective Date, each Party will provide such materials to the other Party for its
information and shall provide drafts of such materials to, and reasonably consider comments of, the
other Party. With respect to the PacifiCorp Required Regulatory Approvals set forth as items 3, 6 and 8
on Schedule l.l(j), prior to filing applications, pre-filed testimony or responses to data requests to any
such Governmental Entity in the course of obtaining any such Required Regulatory Approvals from
such Governmental Entities after the Effective Date, PacifiCorp will provide such materials to Idaho
Power for its information.
JOINT PURCHASE AND SALE AGREEMENT Pagel32
EXECUTION T/ERSION
(b) FERC and State Approvals. Within sixty (60) days after the Effective Date, (i)
the Parties shall jointly submit to the FERC applications for the FPA 203 Approval and the FPA 205
Approval, (ii) the Parties shall jointly submit to the Idaho Public Utilities Commission and to the Oregon
Public Utility Commission applications for approval of the Transaction, and (iii) each of the Parties shall
submit to the applicable Governmental Entities all other necessary applications, filings or other
documentation for their respective Required Regulatory Approvals.
4.3 Compliance. Each Party shall comply with all Governmental Requirements and
Governmental Authorizations applicable to it in connection with the Transaction, except where non-
compliance will not have a Material Adverse Effect on the other Party or any of its Affiliates.
4.4 Risk of Loss.
(a) Idaho Power Equipment. During the Interim Period, Idaho Power will bear the
risk of Casualty Loss to the Idaho Power Equipment; ry4!91!, however. that, if the Closing occurs,
unless otherwise agreed in writing by the Parties, (i) Idaho Power shall receive any insurance proceeds
applicable to reconstruction or repairs performed prior to the Closing, and insurance proceeds applicable
to any reconstruction or repairs remaining to be performed after the Closing shall be paid to the Party
that will be the "Operator" of the affected Idaho Power Equipment under the Joint Ownership and
Operating Agreement, and (ii) the provisions of the Joint Ownership and Operating Agreement shall
govem the treatment of such Casualty Loss following the Closing.
(b) PacifiCorp Equipment. During the Interim Period, PacifiCorp will bear the risk
of Casualty Loss to the PacifiCorp Equipment; provided, however. that, if the Closing ocflrs, unless
otherwise agreed in writing by the Parties, (i) PacifiCorp shall receive any insurance proceeds applicable
to reconstruction or repairs performed prior to the Closing, and insurance proceeds applicable to any
reconstruction or repairs remaining to be performed after the Closing shall be paid to the Parfy that will
be the 'oOperator" of the affected PacifiCorp Equipment under the Joint Ownership and Operating
Agreement, and (ii) the provisions of the Joint Ownership and Operating Agreement shall govern the
treatment of such Casualty Loss following the Closing.
(c) Existine Joint Equipment. During the Interim Period, the Parties will bear the
risk of Casualty Loss to the Existing Joint Equipment in accordance with the terms of the applicable
Specified Legacy Agreements and Terminated Legacy Agreements or, if such Agreements do not
expressly address risk of loss, in proportion to a Party's trndivided ownership interest in such Existing
Joint Equipment; ptovided, however. that, if the Closing occurs, unless otherwise agreed in writing by
the Parties, (i) any insurance proceeds applicable to reconstruction or repairs performed prior to the
Closing shall be paid to the Parties in accordance with the terms of the applicable Specified Legacy
Agreements and Terminated Legacy Agreements or in proportion to a Party's undivided ownership
interest in such Existing Joint Equipment, as applicable, and insurance proceeds applicable to any
reconstruction or repairs remaining to be performed after the Closing shall be paid to the Party that will
be the "Operator" of the affected Existing Joint Equipment under the Joint Ownership and Operating
Agreement, and (ii) the provisions of the Joint Ownership and Operating Agreement shall govern the
treatment of such Casualty Loss following the Closing.
4.5 Maintenance of Assets.
JOINT PI.]RCHASE AND SALE AGREEMENT Page | 33
EXECUTION T/ERSION
(a) Idaho Power Acquired Assets. During the Interim Period, PacifiCorp, at its sole
cost and expense, will operate and maintain the Idaho Power Acquired Assets, consistent with past
practices and in accordance with Good Utility Practice, Governmental Requirements and Governmental
Authorizations, and will not decommission any of the Idaho Power Acquired Assets, provided that the
foregoing shall not restrict PacifiCorp from removing from service or retiring equipment in the ordinary
course of its utility operations. From and after the Effective Time, the Idaho Power Acquired Assets
shall be operated and maintained in accordance with the Joint Ownership and Operating Agreement.
(b) PacifiCorp Acquired Assets. During the Interim Period, Idaho Power, at its sole
cost and expense, will operate and maintain the PacifiCorp Acquired Assets, consistent with past
practices and in accordance with Good Utility Practice, Governmental Requirements and Governmental
Authorizations, and will not decommission any of the PacifiCorp Acquired Assets, provided that the
foregoing shall not restrict Idaho Power from removing from service or retiring equipment in the
ordinary course of its utility operations. From and after the Effective Time, the PacifiCorp Acquired
Assets shall be operated and maintained in accordance with the Joint Ownership and Operating
Agreement.
4.6 Notice. Each Party shall notiff the other Party in writing of any fact, circumstance, or
development known to it prior to Closing which at the time of notification causes any of its
representations or waranties in this Agreement to be materially inaccurate. Unless the other Parfy
terminates this Agreement pursuant to Section 5.1, the wriffen notice pursuant to this Section 4.6 willbe
deemed to have qualified the representations or warranties, to have amended any Schedule referenced in
such Section, and to have caused any breach of representation or warranty that otherwise might have
existed hereunder by reason of the fact, circumstance, or development to be cured. Upon request of the
other Party, the Party providing notice of a material inaccuracy of any of its representations and
waranties shall, if possible, provide reasonable assurances to the other Party, in writing, that it will be
able to perform its obligations under this Agreement.
4.7 Disclosure. Disclosure by a Party of any fact or item in any Schedule or Exhibit hereto
shall be deemed to have been so disclosed in any other Schedule, Exhibit or representation or warranty
made by such Party herein, provided that disclosure of such fact or item on such Schedule or Exhibit
contains disclosure of facts that would otherwise be required to be disclosed in such other Schedule,
Exhibit or representation or warranty.
4.8 Equipment Schedules. Prior to the Effective Date, the Parties have prepared a
spreadsheet containing detailed lists of the equipment comprising the Idaho Power Equipment, the
PacifiCorp Equipment and the Existing Joint Equipment, the most recent versions of which were sent by
email from Dave Angell to Brian Fritz on October 22,2014. Prior to the Closing, the Parties shall
cooperate in developing and approving detailed equipment lists for each of the Idaho Power Equipment,
the PacifiCorp Equipment and the Existing Joint Equipment which shall be based on the spreadsheets
described in the prior sentence, and will attach the completed lists to the PacifiCorp Bill of Sale or the
Idaho Power Bill of Sale, as applicable, when such Bills of Sale are delivered at Closing.
4.9 Firm Transmission Service Agreements. Prior to the Closing, PacifiCorp shall submit to
Idaho Power requests for the Firm Transmission Service Agreements, pursuant to Idaho Power's OATT.
JOINT PURCHASE AND SALE AGREEMENT Page | 34
EXECUTION VERSION
4.10 Amended and Restated Legacy Apreements. Within sixty (60) days after the Effective
Date, the Parties shall (a) cooperate in preparing the Amended and Restated Legacy Agreements, the
effectiveness of which shall be conditioned on the Closing occurring, and (b) execute and deliver the
Amended and Restated Legacy Agreements for submission as part of the application for the FPA 205
Approval.
4.ll Joint Ownership and Operating Agreement Exhibit Updates. The Parties shall cooperate
in updating Exhibits A, B, C and F to the Joint Ownership and Operating Agreement to accurately
reflect the information contained therein as of the Closing and, at the Closing, will replace the prior
Exhibits A, B, C and F to the Joint Ownership and Operating Agreement with such updated Exhibits.
ARTICLE V
TERMINATION
5.1 Termination. Except as to those provisions that are expressly intended to survive
termination of this Agreement, this Agreement may be terminated at any time prior to the Closing:
(a) by the Parties, if the Parties mutually agree in writing to terminate this
Agreement;
(b) by Idaho Power, if Idaho Power delivers a written notice to PacifiCorp that it is
terminating this Agreement (including the date of termination of this Agreement, which shall not be
earlier than any applicable cure period provided for below) because:
(D one or more of the conditions set forth in Section 2.9(a) (to be specified in
detail in such notice) cannot be met on or before the Outside Closing Date, and such condition or
conditions have not been satisfied (or waived by Idaho Power) within thirty (30) days after the date such
notice is delivered by Idaho Power to PacifiCo{p, ry!1!g! that the failure of such condition or
conditions to be satisfied has not occurred as a result of Idaho Power's default hereunder; or
(iD PacifiCorp has breached in a material respect one or more of its covenants
or agreements contained in Article IV or one or more of its representations and warranties contained in
Article III (to be specified in detail in such notice), and such breach has not been remedied (or waived
by Idaho Power) within thirty (30) days after the date such notice is delivered by Idaho Power to
PacifiCorp, ry4lec! that such breach has not occurred as a result of Idaho Power's default hereunder;
or
(iii) PacifiCorp notifies Idaho Power pursuant to Section 4.6 of a material
inaccuracy, md Idaho Power delivers its termination notice within ten (10) days of receipt of
PacifiCorp's notice;
(c) by PacifiCorp, if PacifiCorp delivers a written notice to Idaho Power that it is
terminating this Agreement (including the date of termination of this Agreement, which shall not be
earlier than any applicable cure period provided for below) because:
(i) one or more of the conditions set forth in Section 2.9(b) (to be specified in
detail in such notice) cannot be met on or before the Outside Closing Date, and such condition or
JOINT PURCHASE AND SALE AGREEMENT Page | 35
EXECUTION T/ERSION
conditions have not been satisfied (or waived by PacifiCorp) within thirty (30) days after the date such
notice is delivered by PacifiCorp to Idaho Power, provided that the failure of such condition or
conditions to be satisfied has not occurred as a result of PacifiCorp's default hereunder; or
(ii) Idaho Power has breached in a material respect one or more of its
covenants or agreements contained in Article IV or one or more of its representations and warranties
contained in Article III (to be specified in detail in such notice), and such breach has not been remedied
(or waived by PacifiCorp) within thirty (30) days after the date such notice is delivered by PacifiCorp to
Idaho Power, provided that such breach has not occurred as a result of PacifiCorp's default hereunder;
or
(iii) Idaho Power notifies PacifiCorp pursuant to Section 4.6 of a material
inaccuracy, ffid PacifiCorp delivers its termination notice within ten (10) days of receipt of Idaho
Power's notice;
(d) by either Purty, if such Party delivers a written notice to the other Party that it is
terminating this Agreement (including the date of termination of this Agreement, which shall not be
earlier than the date the condition below has been satisfied) because a court of competent jurisdiction in
the United States or any state has issued an order, judgment or decree (other than a temporary restraining
order) restraining, enjoining or otherwise prohibiting the Transaction and such order, judgment or decree
has become final and nonappealable; or
(e) by either Party, if such Party delivers a written notice to the other Party that it is
terminating this Agreement (including the date of termination of this Agreement, which shall not be
earlier than the Outside Closing Date) because the Closing has not occurred on or before the Outside
Closing Date, ry41e<! that the failure to consummate the Closing has not occurred as a result of a
default by the Party terminating this Agreement.
5.2 Effect of Early Termination. tn the event this Agreement is validly terminated by either
or both of the Parties prior to Closing pursuant to Section 5.1. this Agreement will terminate and become
wholly void and of no frither force and effect, without further action by either Purty, whereupon the
Liabilities of the Parties hereunder will terminate, and each Party and its Affiliates and Representatives
shall be fully released and discharged from any Liability or obligation rurder or resulting from this
Agreement, except as otherwise expressly provided in this Agreement. If a Party validly terminates this
Agreement prior to Closing pursuant to Section 5.1, such termination will be the sole remedy of such
Party with respect to breaches of any representation, warranty, covenant or agreement contained in this
Agreement prior to Closing, and neither Party shall have any other remedy or cause of action under or
relating to this Agreement.
5.3 Post-Termination Obligations. If this Agreement is terminated for any reason prior to
Closing, the Parties shall noti$ FERC of such termination and that the Joint Ownership and Operating
Agreement, Termination Agreement, and Amended and Restated Legacy Agreements will not become
effective. In addition, if this Agreement is terminated prior to Closing as a result of failure of the
conditions set forth in Sections 2.9(aXiv) or 2.9(bXiv) to be satisfied, the Parties shall meet and confer
regarding the Parties' respective operations. The obligations in this Section 5.3 shall survive for a
period of two (2) years following the termination of this Agreement.
JOINT PURCHASE AND SALE AGREEMENT Page | 36
EXECUTION I/ERSION
ARTICLE VI
INDEMNIFICATION
6.1 Survival of Representations. Warranties. Covenants and Agreements: Notices of Claims.
The representations, warranties, covenants and agreements of the Parties contained in this Agreement
will survive for a period of one (1) year following the Closing, except that (i) the representations and
warranties in Sections 3.1(g), 3.1(h), 3.1(j), 3.2(,e\,3.2(.h) and3.2(j\ will survive the Closing for a period
of two (2) years following the Closing Date, (ii) the covenants and agreements in Sections 2.4(a) and
2.4(b\ will survive the Closing Date indefinitely, and (iii) any covenant or agreement that is stated
elsewhere in this Agreement to survive for longer than one (1) year shall survive for such longer period;
provided that, any representation or warranty (and the indemnification obligations of the Parties with
respect thereto) that would otherwise terminate in accordance with this Section 6.1 will continue to
survive if notice for indemnification shall have been timely given under this Article VI on or prior to
such termination date, until the related claim for indemnification has been satisfied or otherwise
resolved as provided in this Article VI.
6.2 Indemnification.
(a) Idaho Power. On the terms and subject to the conditions set forth in this
Agreement, from and after the Closing, Idaho Power hereby agrees to indemnifu, defend, and hold
harmless PacifiCorp and its Affiliates and Representatives from and against, and shall reimburse
PacifiCorp with respect to, all Losses, whether or not involving a third-party Claim, resulting from or
arising out of or in connection with:
(i) the breach in any material respect of any representation or waranty made
by Idaho Power in this Agreement;
(ii) the breach in any material respect by Idaho Power of any covenant or
agreement contained in this Agreement to be performed by Idaho Power (other than with respect to the
Idaho Power Excluded Liabilities); or
(iii) the Idaho Power Excluded Liabilities.
(b) PacifiCorp. On the terms and subject to the conditions set forth in this
Agreement, from and after the Closing, PacifiCorp hereby agrees to indemniff, defend and hold
harmless Idaho Power and its Affiliates and Representatives from and against, and shall reimburse Idaho
Power with respect to, all Losses, whether or not involving a third-party Claim, resulting from or arising
out of or in connection with:
(i) the breach in any material respect of any representation or warranty made
by PacifiCorp in this Agreement;
(iD the breach in any material respect by PacifiCorp of any covenant or
agreement contained in this Agreement to be performed by PacifiCorp (other than with respect to the
Pacifi Corp Excluded Liabilities); or
the Pacifi Corp Excluded Liabilities.
JOINT PURCHASE AND SALE AGREEMENT Page 137
EXECUTION VERSION
6.3 Limitations on Lrdemnifi cation.
(a) A Party may assert a claim for indemnification pursuant to this Article VI only to
the extent the Indemnified Party gives a notice to the Indemnifying Party specifying the factual basis of
such claim in reasonable detail to the extent known to the notiffing Party (i) for claims pursuant to
Section 6.2(aXi) or Section 6.2(bXi), prior to the expiration of the applicable time period set forth in
Section 6.1; (ii) for claims pursuant to Section 6.2(aXii) or Section 6.2(bXii), within one (1) year of the
Closing Date; and (iii) for claims ptrsuant to Section 6.2(a)(iii) or Section 6.26Xiii), at any time
following the Closing. If any claim for indemnification is not made in accordance with Section 6.5 and
the foregoing sentence by a Party on or prior to the applicable date set forth in Section 6.1 or this
Section 6.3(a), the other Party's indemnification obligations with respect thereto will be irrevocably and
unconditionally released and waived.
(b) Notwithstanding any provision to the contrary contained in this Agreement,
neither Party shall have Liability to the other Party pursuant to Section 6.2 unless and until the amount
of such Losses, individually or in the aggregate, exceed five hundred thousand dollars ($500,000) and
then, only for the Losses above that amount.
(c) Notwithstanding anything to the contrary contained in this Agreement, the
maximum amount of the indemnification obligation of Idaho Power under Section 6.2(a) to PacifiCorp
and its Affrliates and Representatives shall not exceed an amount equal to the PacifiCorp Purchase Price.
Notwithstanding anything to the contrary contained in this Agreement, the maximum amount of the
indemnification obligation of PacifiCorp under Section 6.2(b) to Idaho Power and its Affiliates and
Representatives shall not exceed an amount equal to the Idaho Power Purchase Price.
(d) The Parties acknowledge and agree that if any Parfy has knowledge of a material
failure of any condition set forth in Section 2.9 or of a material breach by the other Party of any
representation or warranty or covenant or agreement contained in this Agreement, through disclosure by
the other Party pursuant to Section 4.6 or because any Party is otherwise aware, to Idaho Power's
Knowledge or to PacifiCorp's Knowledge, respectively, of any such material failure or material breach
by the other Party, and such Parfy proceeds with the Closing, such Party shall be deemed to have waived
such condition or breach (but then only to the extent of the disclosure made or knowledge acquired prior
to Closing) and such Party and its successors, assigns and Affiliates and Representatives shall not be
entitled to be indemnified pursuant to this Article VI, to sue for damages or to assert any other right or
remedy for any Losses reasonably relating to such condition or breach and such disclosure made prior to
execution of the Agreement, notwithstanding anything to the contrary contained herein or in any Related
Document.
(e) Notwithstanding anything contained in this Agreement to the contrary, except for
the representations and warranties contained in this Agreement, neither Party nor its Affiliates,
Representatives or any other Person is making any other express or implied representation or warranty
with respect to the PacifiCorp Acquired Assets, the Idaho Power Acquired Assets, the PacifiCorp
Assumed Obligations, the Idaho Power Assumed Obligations or the Transaction and each Party
disclaims and negates, and expressly waives, any other representations or warranties, express (whether
made by the other Party or its Affiliates or Representatives) or implied, at common law, by statute or
otherwise relating to the PacifiCorp Acquired Assets, the Idaho Power Acquired Assets, the PacifiCorp
Assumed Obligations, the Idaho Power Assumed Obligations or the Transaction, INCLUDING THE
JOINT PURCHASE AND SALE AGREEMENT Page | 38
EXECUTION VERSION
IMPLIED WARRANTY OF MERCHANTABILITY AND ANY IMPLIED WARRANTY OF
FITNESS. Any claims a Party may have pursuant to Sections 6.2(aXi) and 6.2(,bXi) for breach of
representation or warranty must be based solely on the representations and warranties of the other Party
set forth in this Agreement. In furtherance of the foregoing, except for the representations and
warranties contained in this Agreement, each Party acknowledges and agrees that neither the other Party
nor any of its Affiliates or Representatives will have or be subject to any liability to it or any of its
Affiliates or Representatives for, and each Party hereby disclaims all liability and responsibility for, any
representation, warranty, projection, forecast, statement, or information made, communicated, or
fumished (orally or in writing) to the other Party or any of the other Party's Affrliates or
Representatives. EACH PARTY IIEREBY ACKNOWLEDGES THAT, EXCEPT FOR TI{E
WARRANTIES EXPRESSLY SET FORTH IN ARTICLE III, TI{E PACIFICORP ACQUIRED
ASSETS AND IDAHO POWER ACQUIRED ASSETS ARE BEING PURCHASED ON AN "AS IS,
WHERE IS" BASIS.
(0 Notwithstanding anything in this Section 6.3 to the contrary, except as otherwise
may be ordered by a court of competent jurisdiction, the Indemnified Party shall bear its own costs,
including counsel fees and expenses, incurred in connection with Claims against the Indemniffing Party
hereunder that are not based upon Claims asserted by third parties.
6.4 Exclusive Remedies. Idaho Power and PacifiCorp acknowledge and agree that, from and
after the Closing, except in the case of fraud, the sole and exclusive remedy for any breach or
inaccuracy, or alleged breach or inaccuracy, of any representation or warranty in this Agreement or any
covenant or agreement to be performed hereunder on or prior to the Closing, will be indemnification in
accordance with this Article VI. In fi.rtherance of the foregoing, except to the extent provided under this
Article VI, from and after the Closing, Idaho Power and PacifiCorp hereby waive, to the fullest extent
permitted by applicable Governmental Requirements, any and all other rights, claims, and causes of
action (including rights of contributions, if any) against the other Party that may be based upon, arise out
of, or relate to this Agreement, or the negotiation, execution, or performance of this Agreement
(including any tort or breach of contract claim or cause of action based upon, arising out of, or related to
any representation or warranty made in or in connection with this Agreement or as an inducement to
enter into this Agreement), known or unknown, foreseen or unforeseen, which exist or may arise in the
future, that it may have against the other arising under or based upon any Governmental Requirement,
coflrmon law, or otherwise; provided, however, that such waiver does not include a waiver of either
Party's rights with respect to the Idaho Power Excluded Liabilities or the PacifiCorp Excluded
Liabilities.
6.5 Indemnification in Case of Strict Liabilitv. THE INDEMNIFICATION PROVISIONS
IN THIS ARTICLE VI SHALL BE ENFORCEABLE IN ACCORDANCE WITH THEIR EXPRESS
TERMS REGARDLESS OF WHETHER TI{E LIABILITY IS BASED ON PAST, PRESENT OR
FUTURE ACTS, CLAIMS OR LAWS (INCLUDING ANY PAST, PRESENT OR FUTURE
ENVIRONMENTAL LAW, FRAUDULENT TRANSFER ACT, OCCUPATIONAL SAFETY AND
IIEALTH LAW OR PRODUCTS LIABILITY, SECURITIES OR OTT{ER LAW), AND
REGARDLESS OF WHETHER ANY PERSON (INCLUDING THE PERSON FROM WHOM
INDEMNIFICATION IS SOUGHT) ALLEGES OR PROVES THE SOLE, JOINT, OR
CONCURRENT STRICT LIABILITY IMPOSED ON THE PERSON SEEKING
INDEMNIFICATION.
JOINT PURCHASE AND SALE AGREEMENT Page | 39
EXECUTION T/ERSION
6.6 Notice and Participation.
(a) If a Party (an "Indemnified Party") intends to seek indemnification under this
Article VI with respect to any Claims for Losses, it shall give the other Party (the "Indemniffine Party'')
prompt written notice of such Claims upon the receipt of actual knowledge or information by the
Indemnified Party of any possible Claims or of the commencement of such Claims. The Indemnifuing
Party shall have no liability under this Article VI for any Claim for which such notice is not provided,
but only to the extent that the failure to give such notice materially impairs the ability of the
Indemnifying Party to respond to or to defend the Claim.
(b) The Indemni$ing Party shall have the right to assume the defense of any Claim,
at its sole cost and expense, with counsel designated by the Indemniffing Party and reasonably
satisfactory to the Indemnified Party; provided, however, that if the defendants in any such proceeding
include both the krdemniffing Party and the Indemnified Party, and the Indemnified Party shall have
reasonably concluded that there may be legal defenses available to it which are in conflict with those
available to the Indemnifuing Party and that such conflict materially prejudices the ability of the counsel
selected by the Indemniffing Party to represent both Parties, the lndemnified Party shall have the right
to select separate counsel reasonably satisfactory to the Indemnifying Party, at the Indemnifuing Party's
expense, to assert such legal defenses and to otherwise participate in the defense of such Claim on behalf
of the Indemnified Party, and the Indemnifying Party shall be responsible for the reasonable fees and
expenses ofsuch separate counsel.
(c) Should the Indemnified Parry be entitled to indemnification under this Article VI
as a result of a Claim by a third party, and should the Indemnifyng Party fail to assume the defense of
such Claim within a reasonable period of time after the Indemniffing Party has provided the
Indemniffing Party written notice of such Claim, the Indemnified Party may, at the expense of the
Indemnifying Party, contest or (with or without the prior consent of the krdemniffing Party) settle such
Claim.
(d) Except to the extent expressly provided herein, the lndemnified Party shall not
settle any Claim with respect to which it has sought or is entitled to seek indemnification pursuant to this
Article VI unless (i) it has obtained the prior written consent of the Indemnifying Party, or (ii) the
Indemnifying Party has failed to assume the defense of such Claim within a reasonable period of time
after the Indemnified Party has provided the Indemniffing Party written notice of such Claim.
(e) Except to the extent expressly provided otherwise herein, the Indemnitiing Party
shall not settle any Claim with respect to which it may be liable to provide indemnification pursuant to
this Section 6.6 without the prior written consent of the Indemnified Party; ry4lgd, however, that if the
hdemnifuing Party has reached a bona fide settlement agreement with the plaintitr(s) in any such
proceeding, which settlement includes a full release of the Indemnified Party for any and all liability
with respect to such Claim, and the Indemnified Party does not consent to such settlement agreement,
then the dollar amount specified in the settlement agreement, plus the Indemnified Party's reasonable
legal fees and other costs related to the defense of the Claim paid or incurred prior to the date of such
settlement agreement, shall act as an absolute maximum limit on the indemnification obligation of the
hdemniffing Party with respect to the Claim, or portion thereof, that is the subject of such settlement
agreement.
JOINT PURCHASE AND SALE AGREEMENT Page | 40
EXECUTION VERSION
6.7 Net Amount. Subject to the limitations imposed by Section 6.6(e), if applicable, in the
event that one Party is obligated to indemni& and hold the other Party harmless under this Article VI,
the amount owing to the other Party shall be the amount of the other Party's actual Claims, net of any
insurance or other recovery actually received by such Party.
6.8 No Set-Off. Neither Party shall have any right to set-off any indemnification obligations
that either may have under this Article VI against any other obligations or amounts due to the other
Party, including under any other provisions of this Agreement or under any other Related Document.
6.9 No Release of Insurers. The provisions of this Article VI shall not be deemed or
construed to release any insurer from its obligation to pay any insurance proceeds in accordance with the
terms and conditions of valid and collectible insurance policies.
6.10 Mitieation. Each Party shall take Commercially Reasonable Efforts to mitigate all
Claims after becoming aware of any event which could reasonably be expected to give rise to any
Claims that are indemnifiable or recoverable hereunder or in connection herewith.
6.11 Limitation of Liabiliqv. Neither Party shall be liable under this Agreement in any action
at law or in equity, whether based on contract, tort, strict liability, indemnity or otherwise, for any
special, incidental, indirect, exemplary, punitive or consequential damages or losses, including any loss
of revenue, income, claims of customers, profits or investment opportunities.
ARTICLE VII
MISCELLANEOUS PROVISIONS
7.1 Amendment and Modification. This Agreement may be amended, modified, or
supplemented only by written agreement executed by both Parties.
7.2 Waiver of Compliance: Consents. Except as otherwise provided in this Agreement, any
failure of either Party to comply with any obligation, covenant, agreement, or condition herein may be
waived by the Party entitled to the benefits thereof only by a written instrument signed by the Party
granting such waiver, but such waiver or failure to insist upon strict compliance with such obligation,
covenant, agreement, or condition will not operate as a waiver of, or estoppel with respect to, any
subsequent or other failure.
7.3 Notices.
(a) Any notice, demand, request or other commtrnication required or permitted to be
given pursuant to this Agreement shall be in writing and signed by the Party giving such notice, demand,
request or other communication and shall be hand delivered or sent by certified mail, return receipt
requested, or nationally or internationally recognized overnight courier to the other Party at the address
set forth below:
If to Idaho Power:Idaho Power Company
1221 West Idaho Street
Boise, D 83702
Attn: Director, Load Serving Operations
Telephone: [phone]
JOINT PURCHASE AND SALE AGREEMENT Page | 41
EXECUTION YERSION
With a copy to:Idaho Power Company
1221 West Idaho Street
Boise, D 83702
Attn: Legal Department
Telephone: [phone]
PacifiCorp
825 NE Multnomah Street, Suite 1600
Portland, OR97232
Attn: Director, Transmission Service
Telephone: [phone]
PacifiCorp
If to PacifiCorp:
With a copy to:
825 NE Multnomah Street, Suite 2000
Portland, OR97232
Attn: Legal Department
Telephone: 503-8 I 3-5854
(b) Each Party shall have the right to change the place to which any notice, demand,
request or other communication shall be sent or delivered by similar notice sent in like manner to the
other Party. The effective date of any notice, demand, request or other communication issued pursuant
to this Agreement shall be when: (i) delivered to the address of the Party personally, by messenger, by a
nationally or internationally recognized overnight delivery service; or (ii) received or rejected by the
Party, if sent by certified mail, return receipt requested, in each case, addressed to the Party at its address
and marked to the attention of the person designated above (or to such other address or person as a Party
may designate by notice to the other Party effective as of the date of receipt by such Party).
7 .4 Assierrment. This Agreement and all of the provisions hereof will be binding upon and
inure to the benefit of the Parties and their respective successors and permiued assigns, but neither this
Agreement nor any of the rights, interests, or obligations hereunder may be assigned by either Party,
without the prior written consent of the other Party. No provision of this Agreement, other than Section
6.2, creates any rights, claims or benefits inuring to any Person that is not a Party hereto.
7.5 Govemine Lawl Exclusive Choice of Forum: Remedies.
(a) This Agreement, the rights and obligations of the Parties under this Agreement,
and any claim or controversy arising out of this Agreement (whether based on contract, tort, or any other
theory), including all matters of construction, validity, effect, performance and remedies with respect to
this Agreement, shall be governed by and interpreted, construed, and determined in accordance with, the
laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable
principles of conflicts of law). Each Party irrevocably consents to the exclusive jurisdiction and venue
of any court within the State of Idaho, in corurection with any matter based upon or arising out of this
Agreement or the matters contemplated herein, agrees that process may be served upon them in any
manner authorized by the laws of the State of Idaho for such persons and waives and covenants not to
assert or plead any objection which they might otherwise have to such jurisdiction, venue or process.
JOINT PURCHASE AND SALE AGREEMENT Pagel42
EXECUTION I/ERSION
(b) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WATVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT
OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, LTNDER OR IN
CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WATVES ANY RIGHT TO
CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WATVED WITH ANY
OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN WATVED.
7.6 Severability. Any term or provision of this Agreement that is invalid or unenforceable in
any situation in any jurisdiction will not affect the validity or enforceability of the remaining terms and
provisions hereof or the validity or enforceability of the offending term or provision in any other
situation or in any other jurisdiction.
7.7 Entire Aereement. This Agreement will be a valid and binding agreement of the Parties
only if and when it is fully executed and delivered by the Parties, and until such execution and delivery
no legal obligation will be created by virtue hereof. This Agreement, together with the Schedules and
Exhibits hereto and the Related Documents delivered under or in accordance herewith, embodies the
entire agreement and understanding of the Parties hereto in respect of the Transaction. This Agreement
and the Related Documents supersede all prior agreements and understandings between the Parties with
respect to such subject matter hereof.
7.8 Expenses. Except as otherwise set forth in this Agreement, each Party shall bear its own
expenses (including attorneys' fees) incurred in connection with the preparation, negotiation, execution
and performance of this Agreement and each other Related Document and the consummation of the
Transaction.
7.9 Delivery. This Agreement, and any Related Documents delivered under or in accordance
herewith, may be executed in multiple counterparts (each of which will be deemed an original, but all of
which together will constitute one and the same instrument), and may be delivered by electronic
transmission, with originals to follow by ovemight courier or certified mail (return receipt requested).
[Signature page follows.]
JOINT PURCHASE AND SALE AGREEMENT Page | 43
DGCWION YERSION
IN WITNESS WIIEREOF, each of the Parties has caused this Joint Purchase and Sale
Agreement to be executed by its duly authorized officer as of the date first above written.
IDAHO POWER COMPAIYY
""1
Title: president & CEO
PACIT'ICORP
By:
Name:
Title:
JOINT PURCHASE AND SALE AGREEMENT Pagal44
EXECWION VERSION
IN WITNESS WHEREOF, each of the Parties has caused this Joint Purchase and Sale
Agreement to be executed by its duly authorized officer as of the date first above written.
IDAIIO POWER COMPANY
By:
Name:
Title:
PACIFICORP
By:
Name:
Title:7*r0$nT ( @/fratRC .b.E<
JOINT PURCHASE AND SALE AGREEMENT Pagel44
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EXECUTION YERSION
Exhibit B-1
Idaho Power Bill of Sale
THIS IDAHO POWER BILL OF SALE is made and entered into as of I l, 2015 (this
"Bdl_ef_Sale") by Idaho Power Company, an Idaho corporation ("Idaho Power"), for the benefit of
PacifiCorp, an Oregon corporation ("Paqlfigqp"). Capitalized terms used but not defined in this Bill of
Sale shall have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Joint Purchase and Sale Agreement, dated as of October 24,
2014 (the "Aereemeqt"), between Idaho Power and PacifiCorp, Idaho Power has agreed, subject to the
terms and conditions of the Agreement, to sell, assign, convey, transfer and deliver to PacifiCorp, free
and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances and the lien of the
Idaho Power Mortgage on the PacifiCorp Acquired Assets, which lien will be released after Closing in
accordance with Section 2.10(a) of the Agreement), undivided ownership interests, as tenant in
common, equal to the PacifiCorp Ownership Percentages, in all of Idaho Power's right, title and interest
in, to and under the Purchased Assets (as more fully described below); and
WHEREAS, pursuant to the Agreement, Idaho Power has agreed to enter into this Bill of Sale
pursuant to which the PacifiCorp Ownership Percentages in the Purchased Assets will be sold,
transferred, assigned, conveyed, set over and delivered to PacifiCorp (as more fully described below).
NOW, TI{EREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and suffrciency of which is hereby acknowledged, Idaho Power
hereby agrees as follows:
l. Sale. Subject to the terms and conditions of the Agreement, including delivery of the
consideration specified therein, Idaho Power does hereby sell, assign, convey, transfer and deliver to
PacifiCorp, free and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances and
the lien of the Idaho Power Mortgage on the PacifiCorp Acquired Assets, which lien will be released
after Closing in accordance with Section 2.10(a) of the Agreement), undivided ownership interests, as
tenant in common, equal to the PacifiCorp Ownership Percentages, in all of Idaho Power's right, title
and interest in and to the PacifiCorp Acquired Assets (the "Purchased Assets").
2. Excluded Assets Not Assiened. Notwithstanding anything expressed herein to the
contrary, the Idaho Power Excluded Assets are specifically excluded from the Purchased Assets as
provided in the Agreement and shall be retained by Idaho Power at and following the Closing.
3. Further Assurances. Idaho Power shall, from time to time after the delivery of this Bill of
Sale, at PacifiCorp's request and expense, prepare, execute and deliver to PacifiCorp such other
instruments of conveyance and transfer and take such other action as PacifiCo{p may reasonably request
in order to sell, transfer, convey, assign and deliver and vest in PacifiCorp, its successors and assigns,
title to and possession of the PacifiCorp Ownership Percentages in the PacifiCorp Acquired Assets free
and clear of all Encumbrances (except for Idaho Power Permitted Encumbrances and the lien of the
JOINT PURCHASE AND SALE AGREEMENT _ EXHIBIT B-I Page I B-l-l
EXECUTION VERSION
Idaho Power Mortgage on the PacifiCorp Acquired Assets, which lien will be released after Closing in
accordance with Section 2.10(a) of the Agreement) as provided in the Agreement and to further effect
the purposes of this Bill of Sale.
4. Relationship to Agreement: Construction. This Bill of Sale is delivered pursuant to the
Agreement. This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and
conditions of the Agreement, including all of the covenants, representations and warranties contained
therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in
the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this
Bill of Sale, the terms of the Agreement shall prevail.
5. No Waiver. It is understood and agreed that nothing in this Bill of Sale shall constitute a
waiver or release of any claims arising out of the contractual relationships between Idaho Power and
PacifiCorp.
6. No Third Partv Beneficiary. Nothing in this Bill of Sale, express or implied, is intended
or shall be construed to confer upon, or give to, any person other than PacifiCorp, Idaho Power and their
successors and permiued assigns any remedy or claim under or by reason of this Bill of Sale or any
agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and
conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of PacifiCorp, Idaho
Power and their successors and permitted assigns.
7. Bindine Effect. This Bill of Sale and all of the provisions hereof shall be binding upon
and shall inure to the benefit of Idaho Power, PacifiCorp and their respective successors and permiued
assigns.
8. Governing Law. This Bill of Sale shall be governed by and construed in accordance with
the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable
principles of conflicts of law) as to all matters, including matters of validity, construction, effect,
performance and remedies.
9. Severabilitv. Any term or provision of this Bill of Sale that is invalid or unenforceable in
any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other situation or in any other
jurisdiction.
10. Counterparts. This Bill of Sale may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together,
will be deemed to constitute one and the same agreement.
11. Notices. All notice, requests, demands and other communications under this Bill of Sale
shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
[Signature page follows.]
JOINT PURCHASE AND SALE AGREEMENT _ EXHIBIT B-1 Page lB-1-2
EXECUTION VERSION
IN WITNESS WHEREOF, Idaho Power has caused its duly authorized representative to
execute this Bill of Sale as of the date first above written.
IDAHO POWER COMPANY
By:
Name:
Title:
JOINT PURCHASE AND SALE AGREEMENT _ EXHIBIT B-1 Page lB-1-3
EXECUTION VERSION
Schedule 1 to Idaho Power Bill of Sale
[[Schedule to be attached at Closing to contain detailed information for each item of equipment
based upon the email exchanged between the Parties pursuant to Section 4.8]l
JOINT PURCHASE AND SALE AGREEMENT - EXHIBTT B.I Page lB-1-4
EXECUTION VERSION
Exhibit B-2
PacifiCorp Bill of Sale
THIS PACIFICORP BILL OF SALE is made and entered into as of I l, 2015 (this
"EiI of_Sgle") by PacifiCorp, an Oregon corporation ("Paqlfigep"), for the benefit of Idaho Power
Company, an Idaho corporation ("Idaho Power"). Capitalized terms used but not defined in this Bill of
Sale shall have the meanings assigned to such terms in the Agreement (as defined below).
RECITALS
WHEREAS, pursuant to that certain Joint Ptrchase and Sale Agreement, dated as of October 24,
2014 (the "4greemen!"), between PacifiCorp and Idaho Power, PacifiCorp has agreed, subject to the
terms and conditions of the Agreement, to sell, assigp, convey, transfer and deliver to Idaho Power, free
and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances and the lien of the
PacifiCorp Mortgage on the Idaho Power Acquired Assets, which lien will be released after Closing in
accordance with Section 2.10(b) of the Agreement), undivided ownership interests, as tenant in
common, equal to the Idaho Power Ownership Percentages, in all of PacifiCorp's right, title and interest
in, to and under the Purchased Assets (as more fully described below); and
WHEREAS, pursuant to the Agreement, PacifiCorp has agreed to enter into this Bill of Sale
pursuant to which the Idaho Power Ownership Percentages in the Purchased Assets will be sold,
transferred, assigned, conveyed, set over and delivered to Idaho Power (as more fully described below).
NOW, TI{EREFORE, in consideration of the foregoing premises and for other good and
valuable consideration, the receipt and sufficiency of which is hereby acknowledged, PacifiCorp hereby
agrees as follows:
l. Sale. Subject to the terms and conditions of the Agreement, including delivery of the
consideration specified therein, PacifiCorp does hereby sell, assign, convey, transfer and deliver to
Idaho Power, free and clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances and
the lien of the PacifiCorp Mortgage on the Idaho Power Acquired Assets, which lien will be released
after Closing in accordance with Section 2.10(b) of the Agreement), undivided ownership interests, as
tenant in common, equal to the Idaho Power Ownership Percentages, in all of PacifiCorp's right, title
and interest in and to the Idaho Power Acquired Assets (the "Purchased ASSeIq").
2. Excluded Assets Not Assisred. Notwithstanding anything expressed herein to the
contrary, the PacifiCorp Excluded Assets are specifically excluded from the Purchased Assets as
provided in the Agreement and shall be retained by PacifiCorp at and following the Closing.
3. Further Assurances. PacifiCorp shall, from time to time after the date hereof, at Idaho
Power's request and expense, prepare, execute and deliver to Idaho Power such other instruments of
conveyance and transfer and take such other action as Idaho Power may reasonably request in order to
sell, transfer, convey, assign and deliver and vest in Idaho Power, its successors and assigns, title to and
possession of the Idaho Power Ownership Percentages in the Idaho Power Acquired Assets free and
clear of all Encumbrances (except for PacifiCorp Permitted Encumbrances the lien of the PacifiCorp
Mortgage on the Idaho Power Acquired Assets, which lien will be released after Closing in accordance
JOINT PURCHASE AND SALE AGREEMENT _ EXHIBIT B-2 Page lB-2-1
EXECUTION VERSION
with Section 2.10(b) of the Agreement) as provided in the Agreement and to further effect the purposes
of this Bill of Sale.
4. Relationship to Agreement: Construction. This Bill of Sale is delivered pursuant to the
Agreement. This Bill of Sale and the provisions hereof are subject, in all respects, to the terms and
conditions of the Agreement, including all of the covenants, representations and warranties contained
therein, all of which shall survive the execution and delivery of this Bill of Sale to the extent indicated in
the Agreement. In the event of any conflict between the terms of the Agreement and the terms of this
Bill of Sale, the terms of the Agreement shall prevail.
5. No Waiver. It is understood and agreed that nothing in this Bill of Sale shall constitute a
waiver or release of any claims arising out of the contractual relationships between PacifiCorp and Idaho
Power.
6. No Third Partv Beneficiary. Nothing in this Bill of Sale, express or implied, is intended
or shall be construed to confer upon, or give to, any person other than Idaho Power, PacifiCorp and their
successors and permitted assigns any remedy or claim under or by reason of this Bill of Sale or any
agreements, terms, covenants or conditions hereof and all the agreements, terms, covenants and
conditions contained in this Bill of Sale shall be for the sole and exclusive benefit of Idaho Power,
PacifiCorp and their successors and permitted assigns.
7. Binding Effect. This Bill of Sale and all of the provisions hereof shall be binding upon
and shall inure to the benefit of PacifiCorp, Idaho Power and their respective successors and permitted
assigns.
8. Govemine Law. This Bill of Sale shall be governed by and construed in accordance with
the laws of the State of Idaho (regardless of the laws that might otherwise govern under applicable
principles of conflicts of law) as to all matters, including maffers of validity, construction, effect,
performance and remedies.
9. Severabilitv. Any term or provision of this Bill of Sale that is invalid or unenforceable in
any situation will not affect the validity or enforceability of the remaining terms and provisions hereof or
the validity or enforceability of the offending term or provision in any other situation or in any other
jurisdiction.
10. Counterparts. This Bill of Sale may be executed in one or more counterparts, each of
which will be deemed to be an original copy of this Bill of Sale and all of which, when taken together,
will be deemed to constitute one and the same agreement.
11. Notices. All notice, requests, demands and other communications under this Bill of Sale
shall be given in accordance with Section 7.3 of the Agreement and at the addresses set forth therein.
[Signature page follows.]
IN WITNESS WHEREOF, PacifiCorp has caused its duly authorized representative to
execute this Bill of Sale as of the date first above written.
JOINT PURCIIASE AND SALE AGREEMENT _ EXHIBIT B-2 PagelB-2-2
EMCUTION TlERSION
PACIFICORP
By:
Name:
Title:
JOINT PURCHASE AND SALE AGREEMENT - EXHIBIT 8.2 Page lB-2-3
EXECWION WRSION
Schedule I to PacifiCorp Power Bill of Sale
[[Schedule to be attached at Closing to contain detailed information for each item of equipment
based upon the email exchanged between the Parties pursuant to Section 4.8]]
JOINT PURCHASE AI.ID SALE AGREEMENT - EXHIBE B-2 PagelB-24
Exhibit C
Joint Ownership and Operating Agreement
EXECWION IlERSION
JOINT PURCHASE AND SALE AGREEMENT - EXIIBTT C Page I C-l
EMCWION VERSION
JOINT OWI\ERSHIP AND OPERATING AGREEMENT
BETWEEN
IDAHO POWER COMPAI\IY
AI\[D
PACIIICORP
DATED OCTOBER24,20L4
EXECUTION VERSION
TABLE OF'CONTENTS
ARTICLE I DEFINITIONS; RULES OF INTERPRETATION ..............2
1.1 Definitions ....................2
1.2 Rules of Construction......... ......... 10
ARTICLE II TERM. ....... II
2.1 Effectiveness of this Agreement .................... ll
2.2 Term......... .................. 1l
2.3 Termination............... ................... 11
2.4 Effect of Termination............ ....... 1l
ARTICLE III TRANSMISSION FACILITIES OWNERSHIP INTERESTS .........12
3.1
3.2
aaJ.J
3.4
3.5
3.6
3.7
3.8
3.9
ARTICLE TV
4.t
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
ARTICLE V
Ownership Interests ..................... 12
Capacity A11ocations................ ...................... 13
Adjustment of Capacity Allocations and Ownership Interests .......... 13
Qualified Owner....... .................... 15
No Right to Use ......... 15
Payments .................... 15
Waiver of Partition Rights ........... 16
Nonexclusive License to Enter and Use Real Property ..................... 16
Access to Antelope Substation for Idaho Power Maintenance of
Department of Energy Facilities .................... 18
OPERATOR OF TRANSMISSION FACILITIES ............... ............ I8
Appointment of Operator.............. ................. 18
Authority of Operator............... ..................... 19
Delegation of Responsibilities ..... 19
Governmental Authorizations........ ................ 19
Audit ........20
Insurance.. ..................21
Invoices ....22
Disputed Amounts .....22
Assistance ..................23
Remedies.. ..................23
OPERATION AND MAINTENANCE OF TRANSMISSIONFACrLrTIES............... .................24
JOINT OWNERSHIP AND OPERATING AGREEMENT
EXECUTION I/ERSION
5.1 Compliance; Standard of Work .....................24
5.2 Operation and Maintenance; Outages and Outage Coordination; Capital
Upgrades and Improvements .......24
5.3 Requests for Generation or Transmission Interconnection Service.....................26
ARTICLE VI TRANSMISSION FACILITIES CAPITAL UPGRADES PROPOSED BY
AN OWNER.............. ..................26
6.1 Capital Upgrades.. ......26
6.2 McNary Transmission Project .....28
ARTICLE VII PHYSICAL DAMAGE TO TRANSMISSION FACILITIES;
CONDEMNATION........ .............29
7.1 Rebuilding Damaged Facilities... ...................29
7.2 Decision not to Rebuild ............... 30
7.3 Purchase of Ownership Interest ..................... 30
7.4 Cooperation ................ 30
7.5 Condemnation............ .................. 31
ARTICLE VIII RETIREMENT AND DECOMMISSIONING OF TRANSMISSION
FACILITIES ............... ..............32
8.1 Decision to Retire Transmission Facilities............... .......32
8.2 Costs ofDecommissioning ..........32
8.3 Purchase of Ownership Interest .....................32
8.4 Cooperation ................33
ARTICLE D( TRANSMISSION SYSTEM BOUNDARIES........... ..... 33
9.1 Points of Interconnection; Points of Balancing Authority Area Adjacency........ 33
9.2 E-Tags...... ..................33
9.3 Dynamic Transfer Capability Rights ............. 33
9.4 Jim Bridger Pseudo Tie............ ....34
9.5 Electric Losses ...........34
9.6 Jim Bridger Project Generation RAS.......... ..................... 34
ARTICLE X TRANSMISSION SYSTEMS OPERATION AND MAINTENANCE ..............34
10.1 Service Conditions .....34
10.2 Survival ......................35
ARTICLE XI FORCE MAJEURE .....................36
I l.l Force Majeure Defined ................ 36
-11-JOINT OWNERSHIP AND OPERATING AGREEMENT
EXECUTION T/ERSION
ll.2 Effect of Force Majeure ...............36
ARTICLE XII EVENTS OF DEFAULT ............ .................37
l2.l Event of Default. ........37
12.2 Cure by Non-Defaulting Party. ...................... 37
12.3 Remedies.. ..................38
ARTICLE XIII REPRESENTATIONS AND WARRANTIES......... .... 38
13.1 Representations and Warranties of Idaho Power....... ...... 38
13.2 Representations and Warranties of PacifiCory.............. ....................39
ARTICLE XTV INDEMNIFICATION........... ....39
l4.l Indemnities................ ................... 39
14.2 Notice and Participation....... ........40
14.3 Net Amount ................41
14.4 No Release of lnsurers .................41
14.5 Mitigation. ..................42
14.6 Assertion of Claims.. ....................42
14.7 Survival of Obligation.............. ......................42
14.8 Limitation on Liability .................42
ARTICLE XV PROPRIETARY INFORMATION........ ......42
l5.l Disclosure of Proprietary Information Prohibited......... ....................42
15.2 Disclosure by Representatives .....43
15.3 Permitted Disclosures ............... .....................43
15.4 Injunctive Relief........ ...................43
15.5 Publicity... ..................43
15.6 Proprietary Information Defined.. ..................44
15.7 Survival.... ..................44
ARTICLE XVI TAXES................ ....44
16.1 No Partnership .......... ...................44
16.2 761 E1ection............... ..................44
16.3 Responsibility for Taxes ..............45
16.4 Indemnification......... ................... 45
16.5 Detennination of Depreciation and Other Matters ..........45
ARTICLE XVII DISPUTES .............45
l7.l Exclusive Procedure. .................... 45
JOINT OWNERSHIP AND OPERATING AGREEMENT
EXECUTION T/ERSION
17.2 Dispute Notices..... .....46
17.3 Informal Dispute Resolution ........46
17 .4 Submission of Dispute to FERC or Approved Courts... ....................46
17.5 Continued Performance ............. ....................46
ARTICLE XVIII ASSIGNMENT ....47
18.1 Prohibited Transfers and Assignments .......... ..................47
18.2 Permitted Assignments and Transfers ........... ..................47
18.3 FERC Approval .........48
ARTICLE XD( MISCELLANEOUS............ .....48
19.1 Notices .....48
19.2 Parties Bound...... .......49
19.3 Amendments............... ................. 50
19.4 Waivers ....50
19.5 Choice of Law...... ......50
19.6 Headings ....................51
19.7 Relationship of Paries .................51
19.8 Severability ................51
19.9 No Third Party Beneficiaries .............. ........... 51
19.10 Further Assurances .....51
l9.l I Conflict of Interest ..... 51
19.12 Exhibits and Schedules ............. ..................... 51
19.13 Counterparts................ .................52
19.14 Entire Agreement .......52
EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Description of PacifiCorp Common Equipment
Description of Idaho Power Common Equipment
Ownership Interests; Directional Capacity Allocations; Directional Capacity
Allocation Percentages
Monthly Transmission Facilities O&M Charge; Monthly Substation O&M
Charge; Monthly Common Equipment Charge
Department of Energy Equipment Located in the Antelope Substation
JOINT OWNERSHIP AND OPERATING AGREEMENT -lv-
EXECUTION T/ERSION
Exhibit F Acquisition Costs
SCI{EDULES
Schedule 13.1(f) IdahoPowerGovernmentalAuthorizations
Schedule 13.2(f) PacifiCorpGovernmentalAuthorizations
JOINT OWNERSHIP AND OPERATING AGREEMENT
EXECUTION VERSION
JOINT OWNERSHIP AIID OPERATING AGREEMENT
This Joint Ownership and Operating Agreement, dated October 24,2014 (the "Execution
Date"), is between PacifiCorp, an Oregon corporation, ("Pagifiep4"), and Idaho Power, an
Idaho corporation ("Idaho Power"). Each of PacifiCorp and Idaho Power are sometimes
hereinafter referred to individually as "&4y" and collectively as "Parties".
RECITALS:
WHEREAS, Idaho Power is a transmission provider which owns, controls and operates,
or in certain cases only operates, equipment for the transmission of electric power and energy
located in Idaho, Oregon, Washington and Wyoming (the "Idaho Power Transmission System");
WHEREAS, Idaho Power uses the Idaho Power Transmission System, its distribution
system and its generation resources to provide retail and wholesale electric services, and is the
NERC recognized Balancing Authority Operator of one Balancing Authority Area;
WHEREAS, PacifiCorp is a transmission provider which owns, control and operates, or
in certain cases only operates, equipment for the transmission of electric power and energy
located in Idaho, Oregon, Washington and Wyoming (the "PacifiCorp Transmiss ');
WHEREAS, PacifiCorp uses the PacifiCorp Transmission System, its distribution system
and its generation resources to provide retail and wholesale electric services, and is the NERC
recognized Balancing Authority Operator of two Balancing Authority Areas (PACW and
PACE);
WHEREAS, the Idaho Power Transmission System and the PacifiCorp Transmission
System interconnect at the Points of lnterconnection and the Idaho Power and PacifiCorp
Balancing Authority Areas are considered Adjacent Balancing Authority Areas at the Points of
Balancing Authority Area Adjacency;
WHEREAS, the Idaho Power Transmission System and the PacifiCorp Transmission
System include certain equipment for the transmission of electric power and energy located in
Idaho and Wyoming that are jointly owned and were operated pursuant to certain legacy
agreements between the Parties;
WHEREAS, the Parties desired to exchange with one another certain jointly-owned and
wholly-owned equipment to provide each Party with transmission capacity that better aligns with
the current configuration of its Transmission System and current load service obligations, each of
which had changed since the jointly-owned and wholly-owned equipment were originally
constructed;
WHEREAS, in order to facilitate such an exchange, the Parties entered into a Joint
Purchase and Sale Agreement, dated as of the Execution Date (the "ESA"), pursuant to which at
closing: (i) the ownership of certain jointly-owned equipment was reallocated and the ownership
of certain additional equipment was exchanged between the Parties (as further described in
Exhibit C, the "Transmission Faci "); and (ii) certain legacy agreements between the Parties
were terminated and the transmission service contained therein converted to OATT service;
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I I
EXECUTION VERSION
WHEREAS, PacifiCorp individually owns additional equipment that serve and are apart
of the PacifiCorp Transmission System and will not be part of the Transmission Facilities, but
that PacifiCorp will make available to support the operation of the Transmission Facilities (as
further described in Exhibit A, the "PacifiCorp Common Equip ');
WHEREAS, Idaho Power individually owns additional equipment that serve and are a
part of the Idaho Power Transmission System and will not be part of the Transmission Facilities,
but that Idaho Power will make available to support the operation of the Transmission Facilities
(as further described in Exhibit B, the "Idaho Power Common Eq " and, together with the
PacifiCorp Common Equipment, the "Common Equipment"); and
WHEREAS, in connection with the JPSA, Idaho Power and PacifiCorp are entering into
this Agreement: (i) to acknowledge each Party's ownership interest in the jointly-owned
Transmission Facilities; (ii) to allocate the transmission capacity of the jointly-owned
Transmission Facilities as between the Parties; (iii) to allocate operational responsibility for the
Transmission Facilities as between the Parties; (iv) to define the responsibility of the Operators
with respect to the operation and maintenance of the Transmission Facilities and Common
Equipment; and (v) to define the responsibilities of the Owners with respect to the operation of
their Transmission Systems in relation to the other.
NOW, TIIEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Idaho Power and PacifiCorp agree as follows:
ARTICLE I
DEFINITIONS: RULES OF INTERPRETATION
1.1 Definitions.
Unless the context otherwise requires, the followingcapitalized terms have the meanings given
to them below:
"Adacent Balancing Affio " has the meaning set forth in the Reliability
Standards.
"Affeglgd Party''has the meaning given to such term in Section 11.1.
"Affiliate" means, with respect to a Person, each other Person that, directly or indirectly,
controls, is controlled by or is under common control with, such designated Person; ryid€d,
however, that in the case of PacifiCorp, the term 6'Affiliate" does not include Berkshire
Hathaway [nc. or any of its affiliates (other than PacifiCorp and any direct or indirect
subsidiaries of PacifiCorp), and no provision of this Agreement shall apply to, be binding on,
create any liability of, or otherwise restrict the activities of, Berkshire Hathaway Inc. or any of its
affiliates (other than PacifiCorp and any direct or indirect subsidiaries of PacifiCorp). For the
purposes of this definition, 66control" (including with correlative meanings, the terms "contrqlled
bJ,,and.@'),asusedwithrespecttoanyPerson,shallmean(a)the
direct or indirect right to cast at least fifty percent (50%) of the votes exercisable at an annual
general meeting (or its equivalent) of such Person or, if there are no such rights, ownership of at
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel2
EXECUTION VERSION
least fifty percent (50%) of the equity or other ownership interest in such Person, or (b) the right
to direct the policies or operations of such Person.
"AEfIDe." means allowance for fi.rnds used during construction and has the meaning set
forth in 18 CFR $ l0l, Electric Plant Instructions $ 17 (2014), as amended from time-to-time.
"A$eg4[ent" means this Joint Ownership and Operating Agreement (including all
Exhibits and Schedules attached hereto), as the same may be amended and supplemented from
time to time in accordance with the terms hereof.
"Amendment" has the meaning glven to such term in Section 6.1(aXi).
"Aprevgd_eou4g" has the meaning given to such term in Section 17.4.
"Automatic Generatim " has the meaning set forth in the Reliability Standards.
"Balancine Authority Area" means the collection of generation, transmission and loads
within the metered boundaries of each Owner determined in accordance with the Reliability
Standards.
"Bankrup!" means, with respect to any Person, that such Person: (a) files a petition or
otherwise commences, authorizes or acquiesces in the commencement of a proceeding or cause
of action under any bankruptcy, insolvency, reorganization or similar law, or has any such
petition filed or corrmenced against it; (b) makes an assignment or any general arrangement for
the benefit of creditors; (c) otherwise becomes insolvent (however evidenced); (d) has a
liquidator, administrator, receiver, trustee, conservator or similar official appointed with respect
to it or any substantial portion of its property or assets; or (e) is generally unable to pay its debts
as they fall due.
"Business Days" means any day except a Saturday, Sunday and any day which is a legal
holiday or a day on which banking institutions in New York, New York are authorized or
obligated by Governmental Requirements to close.
"Capital Upgrade Notirc" has the meaning given to such term in Section 6.1(a).
"Clajms" has the meaning given to such term in Section 14.1(a).
"e]osine Date" has the meaning gtven to such term in the JPSA.
'6code" has the meaning gtven to such term in Section 16.2.
"Commerciallv Reaso " means the level of effort that a reasonable electric
utility would take in light of the then known facts and circumstances to accomplish the required
action at a then commercially reasonable cost (taking into account the benefits to be gained
thereby).
"Common Equipment" has the meaning glven to such term in the recitals and includes all
ancillary equipment necessary to support the operation of the Substations, including land, site
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 3
EXECUTION VERSION
preparation, improvements (control building and other permanent buildings), communications
equipment, control equipment, SCADA, relays, batteries, battery chargers, cable trench, cabling,
local service, security equipment, fencing, yard gravel, and grounding. Each Owner's Common
Equipment, sorted by Substation, on the Effective Date is identified on Exhibit A or Exhibit B.
"Continuiqg Oumq" has the meaning given to such term in Section 7.3.
66costs" means, with respect to the construction, reconstruction or upgrade of the
Transmission Facilities or Common Equipment by or on behalf of the Operator responsible for
such Transmission Facilities or Common Equipment pursuant to this Agreement, including
capital upgrades and improvements thereto, such Operator's actual cost of: (a) preliminary
surveys and investigations and property acquisitions in connection therewith; and (b) the
development, design, engineering, procurement, construction, reconstruction and upgrade of
such Transmission Facilities and Common Equipment, including an allowance for AFUDC and
applicable overheads determined in accordance with such Operator's customary practices, as
calculated in accordance with FERC's Uniform System of Accounts; provided, lrowever,
AFUDC shall be recovered by Operators, if at all, in accordance with Section 4.7(b).
"Dernagg_Notice" has the meaning given to such term in Section 7.1(a).
"Demased_Facilities" has the meaning given to such term in Section 7.1(a).
"Decommissionine Notfu" has the meaning given to such term in Section 8.3.
"D!&Utigg Jggly" has the meaning given to such term in Section 12.1.
"Delegate" has the meaning given to such term in Section 4.3.
"Directional Capacity " has the meaning given to such term in Section 3.2(a).
"Directional Capacity " has the meaning given to such term in
Section 3.2(a).
"DiSI2Ee" has the meaning given to such term in Section 17.1.
"Digpute Nolice" has the meaning given to such term in Section 17.2.
"Dynamic Transfer CapabiW'means the intra-hour deviation from scheduled flow.
"Ej!|ec1!!veDa1[e,'has the meaning given to such term in Section 2.1.
"Elepliug_Owner" has the meaning given to such term in Section 6.1(a).
"Englgy EmglgengJ" has the meaning set forth in the applicable version of NERC
Reliability Standard EOP-002, which pertains to capacity and energy emergencies.
"Event of D.g&ub" has the meaning given to such term in Section 12.1.
"Execution-Date" has the meaning given to such term in the preamble.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 4
EXECUTION I/ERSION
"E4ecutivg(!)" has the meaning given to such term in Section 17.3(a).
"Excluded Transmiss " has the meaning given to such term in Section
3.8(h).
"FERC" means the Federal Energy Regulatory Commission.
"FERC Methodology''has the meaning given to such term in Section 4.76).
"FERC Uniform System o 'means the Uniform System of Accounts
Prescribed for Public Utilities and Licensees Subject to the Jurisdiction of the Federal Power Act
prescribed by FERC, and codified as of the Execution Date at l8 C.F.R. Part 101, as the same
may be amended from time to time.
"&&g]4q|911re," has the meaning given to such term in Section 11.1.
"Good Utility Practice" means any of the practices, methods and acts engaged in or
approved by a significant portion of the electric utility industry during the relevant time period,
or any of the practices, methods and acts which, in the exercise of reasonable judgment in light
of the facts known at the time the decision was made, would have been expected to accomplish
the desired result at a reasonable cost consistent with good business practices, reliability, safety
and expedition. Good Utility Practice is not intended to be limited to the optimum practice,
method, or act to the exclusion of all others, but rather to be acceptable practices, methods, or
acts generally accepted in the region, including those practices required by Federal Power Act
section 21 5 (a)(4), 1 6 U. S.C. $ 82ao(a)(a)Q0l 4).
"Governmental Authority" means any federal, state, local or municipal governmental
body; any govemmental, quasi-govemmental, regulatory or administrative agency, commission,
body or other authority exercising or entitled to exercise any administrative, executive, judicial,
legislative, policy, regulatory or taxing authority or power, including FERC, NAESB, NERC or
any regional reliability council; or any court or govemmental tribunal, in each case, having
jtrisdiction over the Person or matter in question, including either Owner (including in its
capacity as Operator) or any of its Affrliates or the ownership, use, operation and maintenance,
repair and reconstruction, or retirement and decommissioning of all or a portion of the
Transmission Facilities or the Common Equipment.
"Governmental Authorizationf'means any license, permit, order, approval, filing,
waiver, exemption, variance, clearance, entitlement, allowance, franchise, or other authorization
from or by a Governmental Authority that is applicable to the Person or matter in question.
"Govemmental Requiremeffi" means all laws, stafutes, ordinances, rules, regulations,
codes, and similar acts or promulgations or other legally enforceable requirements of any
Governmental Authority that are applicable to the Person or matter in question.
"Idaho Power" has the meaning grven to such term in the preamble.
"Idaho Power Common Equi " has the meaning given to such term in the recitals.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 5
"Idaho Power License" has the
EXECUTION VERSION
to such term in Section 3.8(aXi).
"Idaho Power Real Pr " has the meaning given to such term in Section
3.8(aXii).
"Idaho PowelSites" has the meaning given to such term in Section 3.S(aXii).
"Idaho Power Transmis " has the meaning given to such term in the recitals.
"Indemnified Party''has the meaning given to such term in Section 14.1(a).
"Indemnif.ving Party''has the meaning given to such term in Section l4.l(a).
"Interconnection Owner'o has the meaning given to such term in Section 5.3.
"Intgrnlpligg_Ownel" has the meaning given to such term in Sestion 10.1(c).
"Ji!0_Bridref_ProJecl" mears the four-unit Jim Bridger coal fired electric power plant and
related facilities, of which Idaho Power's ownership share is ll3, and PacifiCorp's ownership
share is 213 andwhich is metered at the bus bar located at the Jim Bridger Project.
"Jim Bridger ProJect " means the gross generation output of the four Jim
Bridger Project generators metered on the low side of the generator step up transformers, minus
the calculated losses on the four step up transformers, minus the tertiary loads on the 3451230kY
transformers #l and #2, minus the 230134 kV transformer #5 load, as calculated below:
Jim Bridger total generation - ((Jim Bridger Unitl)2 + (Jim Bridg er UruA)2 + (Jim
Bridger UniB)2 + (Jim Bridger Unit4)2) x (4.4 x 10-6) - 1.2 -Xftlm.ttertiary -
XFMR2tertiary - XFMR5.
"Jim Bridger Transmiss " means the calculated line losses on the Jim Bridger-
Goshen, Jim Bridger-Populus #l and#2, Populus-Kinport, and Populus-Borah #1 and #2 345kV
lines, and the transformer losses on the Jim Bridger 3451230 kV transformers #1, 2 arrd3.
"JPS{" has the meaning given to such term in the recitals.
66losses" mean any and all damages and losses, deficiencies, liabilities, taxes, obligations,
penalties, judgments, settlements, claims, payments, fines, interest, costs and expenses, whether
or not resulting from third party claims, including the costs and expenses of any and all actions
and demands, assessments, judgments, settlements and compromises relating thereto and the
costs and expenses of attomeys', accountants', consultants' and other professionals' fees and
expenses inctrred in the investigation or defense thereof or the enforcement of rights hereunder
and costs and expenses of remediation (including, in the case of remediation, all expenses and
costs associated with financial assurance); ry4fu!, however, that in no event shall Losses
include lost profits or damages and losses excluded under Section 14.8(a).
"Maneggl" has the meaning given to such term in Section 17.3(a).
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 6
EXECUTION I/ERSION
"McNary Transmission Pr 'has the meaning given to such term in Section 6.2.
"McNary Transmission P 'has the meaning given to such term in
Section 6.2.
"Monthly Common Equrym " has the meaning given to such term in Exhibit D.
"Monthly Transmission F " has the meaning given to such term in
Exhibit D.
66N4EE ' means the North American Energy Standards Board.
"Neeotiation End Ddd'has the meaning given to such term in Section 6.2.
"I.IERC" means the North American Electric Reliability Corporation.
"Non-Defaultins Party''means an Owner that is not a Defaulting Party.
"Non-Operating Owner" means, in a given circumstance or context with respect to
certain Transmission Facilities or Common Equipment, the Owner which is not also serving as
the Operator in such circumstance or context with respect to such Transmission Facilities or
Common Equipment.
'6Wf" means, with respect to each Owner, the Owner's Open Access Transmission
Tariffon file with FERC.
"Opgratigg Owner" means, in a given circumstance or context with respect to certain
Transmission Facilities or Common Equipment, the Owner which is also serving as the Operator
in such circumstance or context with respect to such Transmission Facilities or Common
Equipment.
'6operator" means PacifiCorp or Idaho Power, in its capacity as Operator under this
Agreement.
"Other Costs" has the meaning given to such term in Section 4.7(a).
"Other Costs Records" has the meaning given to such term in Section 4.5.
"Owner" means PacifiCorp or Idaho Power, in its capacity as an owner of Transmission
Facilities or Common Equipment under this Agreement.
"Owng$hip_Iu1eres!" means: (a) in respect of an Owner and a Segment, the ownership
interest (expressed as a percentage) of such Owner in such Segment as described in Section
3.1(a) and set forth on Exhibit C, as the same may be adjusted from time to time pursuant to
Section 3.36); and (b) in respect of an Owner and Common Equipment, the one hundred percent
(100%) ownership interest of such Owner in such Common Equipment.
"Pggifiepe" has the meaning given to such term in the preamble.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 7
EXECUTION VERSION
"PacifiCom Common Eq 'has the meaning given to such term in the recitals.
"Pacifieorp License" has the meaning given to such term in Section 3.S(aXii).
"PacifiCom Real Prw " has the meaning given to such term in Section
3.8(aXi).
"Pagifieory__Sites" has the meaning given to such term in Section 3.8(a)(i).
"PacifiCorp Transmissio 'has the meaning given to such term in the recitals.
66Party" and "Parfgq" have the meanings given to such terms in the preamble.
'6Paths" means the specific rated electric transmission paths within the Westem
lnterconnection that are identified in the WECC path rating catalogue and that are identified in
Exhibit C, which rated paths the Parties acknowledge may be comprised of transmission line or
substation equipment that are in addition to those identified on Exhibit C.
"Pers611" means an individual, parhrership, corporation, limited liability company, joint
venture, association, trust, unincorporated organization, Govemmental Authority, or other form
of entity.
"Points of Balancing 'means the points at which Idaho
Power's Balancing Authority Area is an Adjacent Balancing Authority Area with each of
PacifiCorp's PACE and PACW Balancing Authority Areas.
"Points of Interconnec 'means the points of interconnection between Idaho Power's
Transmission System and Pacifi Corp' s Transmission System.
"Prior ProJects" has the meaning given to such term in Section 5.2(e).
"Pro RataShalg" or "Pro Rata.Basis," means a proportionate allocation of a quantity
between the Owners that is calculated by multiplying the quantity being allocated by each
Owner's Ownership Interest or Directional Capacity Allocation Percentage or other metric, as
the context provides.
"Proprietary Information" has the meaning given to such term in Section 15.6.
"Oualified-Ownet" means an Owner that has an OATT on file with FERC under which it
is authorized to provide transmission service on its transmission system.
"Real Property Licensm" has the meaning given to such term in Section 3.8(aXii).
"Real Prope4v Rights" has the meaning gtven to such term in Section 3.8(aXji).
"Besulatigns" has the meaning given to such term in Section 16.2.
"Reliability Standffds'o means the electric reliability standards approved by FERC
pursuant to Federal Power Act Section 215,16 U.S.C. $82ao(d) (2014).
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 8
EXECUTION T/ERSION
"Bg4qAiuigg_Qwner" has the meaning glven to such term in Section 8.3.
"Bgpresentalives" means, in respect of an Owner or Operator, the directors, officers,
shareholders, parfirers, members, employees, agents, consultants, contractors or other
representatives of such Owner or Operator.
"Retired Transmiss 'has the meaning given to such term in Section 8.1.
"S@" means a Substation Segment or a Transmission Segment.
"Substations" means the substations that are identified on Exhibit C.
"SubstationS-9ggn1" means the Transmission Facilities that are identified on a specific
row of Exhibit C as a Substation.
"Transmission Segmeff" means the Transmission Facilities that are identified on a
specific row of Exhibit C as a transmission line.
"Tax Indemniffing Pa4y" has the meaning given to such term in Section 16.4.
"Tax Indemnitee Party" has the meaning given to such term in Section 16.4.
"Taxes" has the meaning grven to such term in Section 16.3.
6'Ten1l" has the meaning grven to such term in Section 2.2.
" " has the meaning glven to such term in Section
2.3(a\.
"Total Directional 'has the meaning given to such term in Section 3.2(a).
o'ffgngfgl" has the meaning given to such term in Section 18.1.
"Transferee" has the meaning given to such term in Section 15.1.
"T&nqfig1el" has the meaning given to such term in Section 15.1.
"Transmission Facilifu" has the meaning glven to such term in the recitals.
" " means, in respect of each Operator, each agreement,
instrument or other contract relating to or in connection with the Transmission Facilities or
Common Equipment it is responsible for, that such Operator enters into pursuant to this
Agreement and, in respect of the Prior Projects, that the Operating Owner entered into prior to
the Effective Date; but does not include transmission service agreements.
"@" has t}re meaning grven to such term in Section 3.S(aXii).
"Transmission Svstem" means, in the case of PacifiCorp, the PacifiCorp Transmission
System, and, in the case of Idaho Power, the Idaho Power Transmission System.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 9
EXECUTION YERSION
"W'means the Westem Electricity Coordinating Council.
"WIS Seree4qent" has the meaning given to such term in Section 14.8(b).
1.2 Rules of Construction.
The following rules of interpretation shall apply in this Agreement:
(a) The masculine shall include the feminine and neuter.
(b) References to "Articles," "Sections,'o "Exhibits" and "Schedule" shall be
to articles, sections, exhibits and schedules of this Agreement.
(c) The Exhibits and Schedules attached hereto are incorporated in and are
intended to be a part of this Agreement.
(d) This Agreement was negotiated and prepared by both Parties with the
advice and participation of counsel. The Parties have agreed to the wording of this Agreement
and none of the provisions hereof shall be construed against one Party on the ground that such
Party is the author of this Agreement or any part hereof.
(e) Each reference in this Agreement to any agreement or document or a
portion or provision thereof shall be construed as a reference to the relevant agreement or
document as amended, supplemented or otherwise modified from time to time with the written
approval of both the Parties.
(0 Each reference in this Agreement to Governmental Requirements and to
terms defined in, and other provisions of, Governmental Requirements shall be references to the
same (or a successor to the same) as amended, supplemented or otherwise modified from time to
time.
(g) The term "dat''shall mean a calendar day, the term "month" shall mean a
calendar month, and the term "year" shall mean a calendar year. Whenever an event is to be
performed, a period commences or ends, or a payment is to be made on or by a particular date
and the date in question falls on a day which is not a Business Day, the event shall be performed,
or the payment shall be made, on the next succeeding Business Day; provided. however, that all
calculations shall be made regardless of whether any given day is a Business Day and whether or
not any given period ends on a Business Day.
(h) Each reference in this Agreement to a Person includes its successors and
permitted assigns; and each reference to a Governmental Authority includes any Govemmental
Authority succeeding to its functions and capacities.
(i) In this Agreement, the words "include," "includes" and "including" are to
be construed as being at all times followed by the words "without limitation."
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 10
EXECUTION VERSION
CI) The words "hereof," "herein" and'hereunder" and words of similar
import when used in this Agreement shall, unless otherwise specified, refer to this Agreement as
a whole and not to any particular provision of this Agreement.
ARTICLE II
TERM
2.1 Effectiveness of this Aereement. This Agreement, including the Parties' rights and
obligations hereunder, shall become effective, if at all, on the Closing Date (the "E[fec1!!ve
Dde"). For the avoidance of doubt, no aspect of this Agreement, other than this Section 2.1,
shall have any effect unless and until the Effective Date occurs. If the Effective Date does not
occur and the JPSA is terminated, this Agreement, including this Section 2.1, shall become void
ab initio.
2.2 Term. The term of this Agreement ("Term") shall commence upon the Effective
Date and shall continue in full force and effect until terminated in accordance with the provisions
hereof.
2.3 Termination.
(a) Subject to Section 2.4(a) and Section 2.4(b), this Agreement shall
terminate solely with respect to certain Transmission Facilities and Common Equipment (each,
"Terminated Transmissi "), and not otherwise with respect to any other Transmission
Facilities or Common Equipment or other obligations hereunder, if one or more of the following
events occur:
(i) The Terminated Transmission Facilities are damaged and
destroyed and the Owners decide not to repair or rebuild (or cannot reach agreement to repair or
rebuild) them in accordance with Article VII; or
(ii) The Terminated Transmission Facilities are retired and
decommissioned in accordance with Article VIII.
(b) Subject to Section 2.4(c), this entire Agreement shall terminate if one or
more of the following events occur:
(i) Mutual agreement of the Parties to terminate this Agreement; or
(ii) This Agreement is terminated by exercise of remedies pursuant to
Section 12.3.
2-4 Effect of Termination.
(a) If this Agreement is terminated pursuant to Section 2.3(a) with respect to
any Terminated Transmission Facilities, then, except as for those provisions that are expressly
intended to survive termination and, subject to Section 2.4(b) and receipt of any necessary
Governmental Authorizations required by Governmental Requirements, this Agreement shall
terminate and become void and of no further force and effect, without further action by either
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I ll
EXECUTION VERSION
Party solely with respect to such Terminated Transmission Facilities, pleyidgd that neither Party
shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.
(b) In the event that this Agreement is terminated pursuant to Section 2.3(a)
with respect to any Terminated Transmission Facilities and the Non-Operating Owner continues
to own all or a portion of the Ownership Interest(s) in such Terminated Transmission Facilities,
then: (i) the Operator shall, upon written notice from the Non-Operating Owner delivered to the
Operator no later than fifteen (15) Business Days after termination of this Agreement solely with
respect to such Terminated Transmission Facilities pursuant to Section 2.3(a), continue to
perform such of its obligations and covenants in Articles VI, VII, and VIII as are set forth in the
notice; (ii) such obligations and covenants, together with Articles XI, XfV, XV, XVI, XVII, and
XD( (to the extent applicable to the surviving covenants and obligations), shall continue in fulI
force and effect notwithstanding the termination of this Agreement solely with respect to such
Terminated Transmission Facilities pursuant to Section 2.3(a); and (iii) the Parties shall amend
this Agreement to reflect such changes to this Agreement as shall be necessary and mutually
acceptable to the Parties to conform this Agreement solely as it relates to such Terminated
Transmission Facilities to the surviving provisions of this Agreement in accordance with this
Section 2.4(b).
(c) If this Agreement is terminated pursuant to Section 2.3(b), then, except as
for those provisions that are expressly intended to survive termination of this Agreement and,
subject to receipt of any necessary Governmental Authorizations required by Govemmental
Requirements, including FERC approval, this Agreement shall terminate and become void and of
no further force and effect, without further action by either Purty, provided that neither Party
shall be relieved from any of its obligations or liabilities hereunder accruing prior thereto.
ARTICLE III
TRANSMISSION FACILITIES OWNERSHIP INTERESTS
3.1 Ownershiplnterests.
(a) Pursuant to the JPSA, as of the Closing Date: (i) the percentage of
ownership in a Segment that is owned by Idaho Power is set forth in column A of Exhibit C, and
the percentage of ownership in a Segment that is owned by PacifiCorp is set forth in column B of
Exhibit C; and (ii) when the Owners each own a percentage of a Segment, each of the Owners
own an undivided ownership interest in such Segment as tenants-in-common.
(b) The Owners agree that they shall enter into such additional documentation
as shall reasonably be required to document the Owners' Ownership Interests in the
Transmission Facilities and any change in the Owners' Ownership lnterests in the Transmission
Facilities as a result of the application of Section 3.3(b), plovided that in no event shall an Owner
be responsible for palng any amount to the other Owner as a result of any change in any
Ownership Interest in the Transmission Facilities, except as expressly provided for in this
Agreement or as otherwise agreed to in writing by the Parties.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I 12
EXECUTION VERSION
3.2 CapacilvAllocations.
(a) Directional Capacity Allocation. The Parties agree that the total
directional transmission capacity in megawatts of each Segment and Path is set forth in columns
E and H of Exhibit C (the "Total Directiona '), a.rd is allocated to: (i) Idaho Power (A)
as expressed in megawatts as set forth in columns C and F of Exhibit C and (B) as expressed as a
percentage of the total directional transmission capacity of each Segment and Path as set forth in
columns I and K of Exhibit C; and (ii) PacifiCorp (A) as expressed in megawatts as set forth in
columns D and G of Exhibit C and (B) as expressed as a percentage of the total directional
transmission capacity of each Segment and Path as set forth in columns J and L of Exhibit C.
Each of the allocations of directional transmission capacity of each of the Segments and Paths to
each of the Owners expressed in megawatts in Sections 3.2(aXiXA) and 3.2(aXiiXA) is herein
referredtoasthe..,,andeachofthea11ocationsofdirectional
transmission capacity of each of the Segments and Paths to each of the Owners in percentages in
Sections 3.2(a)(i)G) and 3.2(aXiiXB) is herein referred to as the "Directional Capacity
@."
(b) Scheduling Over Seements which are Not Part of a Path. Each Owner
shall have the right to post and sell its Dircctional Capacity Allocation over each Segment
(which is not part of a PatQ in accordance with its OATT, and each Owner shall schedule energy
or make available for scheduling each Segment (which is not part of a Path) in each direction
consistent with its applicable Directional Capacity Allocation Percentage of the Total Directional
Capacity of the Segment in each direction and pursuant to Governmental Requirements and
Govemmental Authorizations; plevided, however, that at no time shall an Owner be entitled to
post, sell, schedule or make available for scheduling more than its applicable Directional
Capacity Allocation Percentage of the Total Directional Capacity of any Segment (which is not
part of a Path) in any direction, unless otherwise mutually agreed to in writing by the Owners.
(c) Scheduling Over Segments which are Part of a Path. Each Owner shall
have the right to post and sell its Directional Capacity Allocation over a Path in accordance with
its OATT, and each Owner shall schedule energy or make available for scheduling a Path in each
direction consistent with its applicable Directional Capacity Allocation Percentage of the Total
Directional Capacity of the Path in each direction and pursuant to Govemmental Requirements
and Governmental Authorizations; ry4!91!, however, that at no time shall an Owner be entitled
to post, sell, schedule or make available for scheduling more than its applicable Directional
Capacity Allocation Percentage of the Total Directional Capacity of any Path over one or more
of the Segments which are part of the Path in any direction, unless otherwise mutually agreed to
in writing by the Owners.
3.3 Adjustment of CapaciW Allocations and Ownershio Interests.
(a) Adjustment of Directional Capacity Allocations and Directional Capacity
Allocation Percentages.
(i) Each of the Owners shall be allocated their Pro Rata Share (based
on their applicable Directional Capacity Allocation Percentages) of all temporary changes in the
Total Directional Capacity of a Segment or Path.
JOTNT OWNERSHIP AND OPERATING AGREEMENT Page I 13
EXECUTION T/ERSION
(ii) Permanent changes in the Total Directional Capacity of a Segment
or Path occur when the first of the following occurs: (A) when the quantity and, if applicable,
direction of change in Total Directional Capacity are agreed to by the Owners; or (B) when
WECC or the applicable WECC committee recognizes the quantity and, if applicable, direction
of change in Total Directional Capacity.
(iii) Each of the Owners shall be allocated their Pro Rata Share (based
on their applicable Directional Capacity Allocation Percentages) of any permanent decrease or
permanent increase (which is not the result of a capital upgrade or which is the result of a capital
upgrade that both Owners participated in on a Pro Rata Basis (in accordance with their
Ownership Interests)) in the Total Directional Capacity of a Segment or Path calculated pursuant
to Section 3.3(aXii). In the event of a permanent increase in the Total Directional Capacity of a
Segment or Path calculated pursuant to Section 3.3(aXii), then the increase in Total Directional
Capacity shall be allocated to the Owners based on their participation in the capital upgrade
established pursuant to Section 6.1.
(iv) In the event there is a permanent increase or decrease in the Total
Directional Capacity of a Segment or Path calculated pursuant to Section 3.3(aXii), the Owners
shall promptly amend the Agreement to update Exhibit C to reflect revisions in the Total
Directional Capacity of the Segment or Path as well as the Directional Capacity Allocations and
Directional Capacity Allocation Percentages of the Owners in the Segment or Path calculated
pursuant to Sections 3.3(aXii) and 3.3(aXiii).
(b)Adjustment of Ownership Interests in Segments.
(i) Only permanent changes in the Total Directional Capacity of a
Segment pursuant to Section 3.3(aXii) have the ability to affect the Owners' Ownership Interests
in a Segment. In the event that there is a permanent increase or decrease in the Total Directional
Capacity of a Segment in accordance with Section 3.3(aXii), then the Ownership Interest for
each Owner shall be calculated on the following basis:
(A) Add both of the Owner's Directional Capacity Allocations
in the Segment (taking into account the Owner's Pro Rata Share of the increase or decrease
determined in accordance with Section 3.3(a));
(B) Add both of the Segment's Total Directional Capacities
(taking into account the increase or decrease of the Segment's Total Directional Capacities
determined in accordance with Section 3.3(a)); and
(C) Divide the sum of clause A above by the sum of clause B
above to produce the Owner's revised Ownership Interest in the Segment.
(ii) In the event that there is a permanent increase or decrease in the
Total Directional Capacity of a Segment in accordance with Section 3.3(aXii), the Owners shall
promptly amend the Agreement to update Exhibit C to reflect any revisions in the Ownership
Interests of the Owners in any Segment calculated in accordance with this Section 3.3(bXi). In
addition, the Owners shall promptly amend the Agreement to update Exhibit C to reflect
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 14
EXECUTION T/ERSION
revisions in any Substation O&M Allocation as a result of changes in the Ownership lnterests of
the Owners in any Substation Segment calculated in accordance with Section 3.3(bXi).
(c) Reviews.
(i) Subject to Section 3.3(cXiii), the Owners shall meet periodically,
but not less than every frve (5) years beginning in the year2020, to review:
(A) The Directional Capacity Allocations, the Directional
Capacity Allocation Percentages and the Substation O&M
Allocations set forth in Exhibit C;
(B) The formulas for adjusting Directional Capacity Allocation
Percentages and Ownership Interests set forth in this
Section 3.3;
(C) The definition of Pro Rata Share;
(D) The treatment of electric losses set forth in Section 9.5;
(E) The formulas describing the charges set forth in Exhibit D;
and
(F) Any other provisions of this Agreement as either Party may
elect.
(ii) Subject to Section 3.3(cXiii), the Owners shall meet promptly
and attempt to reach a mutually agreeable solution in the event that a Governmental
Requirement or Governmental Authoization adversely affects: (A) the ability of an Owner to
perform its obligations or exercise its rights under this Agreement; or (B) the treatment of
assets of an Owner that are subject to or affected by this Agreement.
(iii) In no event shall this Agreement be amended, supplemented or
otherwise modified pursuant to Sections 3.3(cXi) or 3.3(cXii), unless the Parties agree in writing
to such amendment, supplement or modification.
3.4 Oualified Owner. Each Owner shall take all actions required to continue to be a
Qualified Owner during the Term. If at any time during the Term an Owner ceases to be a
Qualified Owner, then such Owner shall immediately provide notice thereof to the other Owner
and take all actions required to resume being a Qualified Owner.
3.5 No Right to Use. For the avoidance of doubt, the provisions of this Agreement
shall not confer upon either Owner the right to use or transmit energy over any transmission
facilities owned by the other Owner (other than with respect to the Transmission Facilities and
Paths as provided for herein).
3.6 Payments. Al1 payments required to be made by or on behalf of the Owners under
the terms of this Agreement, including payments to the Operators of the Monthly Transmission
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I 15
EXECUTION VERSION
Facilities O&M Charge, the Monthly Substation O&M Charge, the Monthly Common
Equipment Charge and Other Costs, shall be made to the account or accounts designated by the
Owner or Operator to which the payment is owed, by wire transfer in immediately available
firnds in the lawful crurency of the United States.
3.7 Waiver of Partition Rights. The Owners acknowledge that any exercise of the
remedy of partition (whether at law or in equity) of the jointly-owned Transmission Facilities or
any portion thereof would be impracticable in view of the purposes and requirements of this
Agreement, would violate the spirit and intent of this Agreement, and would defeat the Owners'
intentions and reasonable expectations as well as the consideration upon which each Owner
entered into this Agreement. Accordingly, each Owner agrees that during the Term it: (a) will
not, directly or indirectly, commence, maintain, support or join in any action or proceedings of
any kind to partition the jointly-owned Transmission Facilities or any portion thereof; and (b)
waives, after consultation with its qualified legal counsel, any and all rights that it may have
under this Agreement or Governmental Requirements (whether at law or in equity) or otherwise
to commence, maintain, support or join in any such action or proceeding. Each Owner
acknowledges that the other Owner has entered into and will perform the terms of this
Agreement in reliance upon the other Owner's agreement and adherence to the terms of this
Section 3.7, and would not have entered into this Agreement but for such reliance; and that it
would be unjust and inequitable for any Owner to violate or to seek relief from any provision of
this Section 3.7.
3.8 Nonexclusive License to Enter and Use Real Propertv.
(a)
Section 3.8:
Subject to the terms and conditions of this Agreement, including this
(i) PacifiCorp hereby irrevocably grants to Idaho Power a
nonexclusive license (the "Idaho Power License") to use and access the real property to which
Idaho Power's Ownership lnterests in the Transmission Facilities are affixed (the "PagifiCom
Sites"), but only to the extent oi and subject in all respects to, PacifiCorp's real property
interests (including fee, rights-of-way, easements and other real property interests) and other real
property rights therein (collectively, the "PacifiCom Real Prop ") and only to the
extent such Idaho Power License is permiued by the PacifiCorp Real Property fughts and
Governmental Requirements; and
(ii) Idaho Power hereby irrevocably grants to PacifiCorp a
nonexclusive license (the "PacifiCqp.ligenSg" and, together with the Idaho Power License, the
"Real Property Licenses") to use and access the real property to which PacifiCorp's Ownership
InterestsintheTransmissionFacilitiesareaffixed(the..@'and,togetherwith
the PacifiCorp Sites, the "Transmission Facili "), but only to the extent of, and subject in
all respects to, Idaho Power's real property interests (including fee, rights-of-way, easements and
other real property interests) and other real property rights therein (collectively, the "I@q
Power Real Property Rigilrts" and, together with the PacifiCorp Real Property Rights, the "BeAl
ProLerty Rigilrts") and only to the extent such PacifiCorp License is permitted by the Idaho
Power Real Property Rights and Governmental Requirements.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 16
EXECUTION VERSION
(b) Each Real Property License will be utilized by the grantee Owner and its
Representatives for the use of, and rights of ingress, egress and access to, the applicable
Transmission Facilities Sites to permit the Owner and its Representatives to exercise the
Owner's rights and obligations as to its Ownership Interests in the Transmission Facilities.
(c) The rights of the grantee Owner and its Representatives for use of ingress,
egress and access to the applicable Transmission Facilities Sites shall be govemed by this
Section 3.8 during the period the Real Property License is in effect, including dwing any period
after this Agreement has been terminated but the surviving provisions identified in Section 10.2
(including Section 3.8) remain in effect.
(d) Upon the termination or expiration of this Agreement, each Real Property
License may be utilized by the grantee Owner and its Representatives for the right of ingress,
egress and access to the Transmission Facilities Sites, for the sole purpose of inspection and as
provided for in Section 3.8(fl.
(e) In the exercise of its rights under the Real Property License: (i) the grantee
Owner and its Representatives shall not interfere with the construction, commissioning,
operation and maintenance, capital upgrades and improvements to, repair and reconstruction of,
and retirement and decommissioning of the Transmission Facilities (or any other equipment or
facilities owned, controlled or operated by the grantor Owner on the Transmission Facilities Site)
or any portion thereof by the Operator or pose a safety hazard; (ii) the grantee Owner and its
Representatives shall comply with any requirements of the Real Property Rights applicable to the
Transmission Facilities Sites as of the Effective Date and any other Real Property Rights arising
after the Effective Date with respect to which it receives written notice; (iii) the grantee Owner
shall provide reasonable prior written notice to the grantor Owner of its intent to exercise any
right or privilege granted by the Real Property License; and (iv) the grantee Owner and its
Representatives exercising any right or privilege under the Real Property License shall comply
with the grantor Owner's or any other contractor's safety and operational procedures and
security rules, provided that such procedures and rules are in writing and are delivered to the
grantee Owner in advance. For the avoidance of doubt, the Owners acknowledge that no
representations or warranties are made with respect to the Transmission Facilities Sites and that
the Real Property Licenses are expressly subject in all respects to all Real Property Rights
applicable to the Transmission Facilities Sites.
(D Each Real Property License includes a nonexclusive right of the grantee
Owner for the location of equipment in which such Owner has an Ownership Interest, together
with any replacements, capital upgrades or improvements thereto, on the Transmission Facilities
Sites, to be utilized by such Owner to locate such equipment on such premises, together with the
right to access such equipment over and across the Transmission Facilities Sites, ryidgd that
any replacements, capital upgrades or improvements to such equipment shall be made in
accordance with the provisions of this Agreement prior to its expiration or termination.
(g) Each Real Property License shall terminate, in whole or in part, if and to
the extent the grantee Owner no longer requires the Real Property License for the uses described
in this Section 3.8, including if and to the extent such Owner no longer has an Ownership
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I 17
EXECUTION VERSION
lnterest in the Transmission Facilities affixed to the respective Transmission Facilities Sites,
written notice of which the grantee Owner shall promptly provide to the grantor Owner.
(h) If and to the extent the Real Property Licenses are not permitted by any of
the Real Property Rights with respect to all or any portion of the Transmission Facilities Sites
(the "Excluded Transmis "), then the Parties shall cooperate in good faith to
identiff and use Commercially Reasonable Efforts to implement an alternative to the Real
Property Licenses with respect to the Excluded Transmission Facilities Sites in order to attempt
to provide each of the Parties with the rights that they would have been provided under the Real
Property Licenses with respect to the Transmission Facilities Sites; provided, however, in no
event shall an Owner be required to amend, revise or modiff in any respect any of its Real
Property Rights pursuant to this Section 3.8(.h).
3.9 Access to Antelope Substation for Idaho Power Maintenance of Department of
Energy Facilities.
(a) PacifiCorp shall provide Idaho Power access to the Antelope Substation
for the purpose of maintaining the Department of Energy equipment that is listed on Exhibit E
and located in the Antelope Substation.
(b) PacifiCorp shall provide Idaho Power access to the Antelope Substation
control building to allow Idaho Power to perform the necessary switching to maintain the
Department of Energy equipment, and to allow access to Idaho Power's SCADA,
communication, telemetry and metering equipment. Idaho Power shall provide PacifiCorp
advance notice of its desire to gain access to the control building.
ARTICLE TV
OPERATOR OF TRANSMISSION FACILITIES
4.1 Appointment of Operator.
(a) The Owners hereby appoint the Party set forth in column M of Exhibit C
as the Operator of each of the Transmission Facilities associated with the Party's name on
Exhibit C, and the Party hereby accepts appointment, to serve as the Operator and to perform the
other covenants and obligations of the Operator expressly set forth in this Agreement, in
accordance with the terms and conditions of this Agreement.
(b) Each of the Owners hereby authorizes the Operators to utilize its Common
Equipment and wholly-owned Transmission Facilities to support the operation of the
Transmission Facilities in accordance with the terms of this Agreement.
(c) Notwithstanding anything to the contrary contained in this Agreement or
Governmental Requirements, the Owners agree that the Operators shall have no obligations,
responsibilities or duties to the Owners other than as are expressly provided for in this
Agreement.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I 18
EXECUTION VERSION
4.2 Authoritv of Operator.
(a) Subject to the limitations set forth in Articles IV-V[I, each Operator shall
be responsible in all respects for the Transmission Facilities and Common Equipment for which
it is the Operator in accordance with the terms and conditions of this Agreement. Without
limiting the foregoing, each Operator shall supervise and perform, or cause to be supervised and
performed, the physical operation and maintenance of, interconnection to, design of, capital
upgrades and improvements to, repair and reconstruction of, security of outage restoration of
and retirement and decommissioning oi the Transmission Facilities and Common Equipment it
is responsible for in accordance with this Article IV and Articles V-V[I. In the performance of
its obligations under this Agreement, each Operator shall have authority, subject to the other
terms of this Article tV and Articles V-D(, to take any or all of the actions it reasonably
determines are necessary to perform its obligations under this Agreement.
(b) The Owners and the Operators agree that title to all capital upgrades and
improvements to the Segments and Common Equipment constructed by or on behalf of the
Operators pursuant to Articles V and VI shall vest with the Owner or Owners of such Segments
or Common Equipment in accordance with their respective Ownership Interests in such
Segments or Common Equipment, and, in the case ofjointly-owned Segments, shall be jointly
owned by the Owners as tenants-in-corlmon in accordance with their respective Ownership
Interests in the jointly-owned Segments.
(c) Each Operator will exercise or enforce all of the benefits, rights and
remedies under the Transmission Facilities Contracts for the benefit of the Owners without
adverse distinction between the Owners. In furtherance and not in limitation of the immediately
preceding sentence, and except as otherwise provided in Section 9.5 with respect to electric
losses, each Operator agrees to transfer, assign, distribute, pay over or otherwise make available
to the Non-Operating Owner, the Non-Operating Owner's Pro Rata Share (based on its
respective Ownership Interest(s), if any) of any payments or proceeds obtained pursuant to any
Transmission Facilities Contract. Notwithstanding anything to the contrary contained in this
Agreement, the Owners agree that only the Operators shall be entitled to exercise or enforce the
benefits, rights and remedies under the Transmission Facilities Contracts.
4.3 Delegation of Responsibilities. An Operator may, in its sole and absolute
discretion, utilize its employees and supervisory personnel, and any independent technical
advisors, consultants, contractors and agents which it may select, as may be required to perform
its obligations (each, a "Delggate"). Notwithstanding any such delegation, the Operator shall
remain responsible and liable for all of its delegated obligations in accordance with the terms of
this Agreement.
4.4 Governmental Authorizations.
(a) Each Operator is authorizedto prepare and submit to all appropriate
Govemmental Authorities the necessary reports, applications, plans, specifications and other
documents to procure all Governmental Authorizations required to perform its obligations under
this Agreement with respect to the Transmission Facilities and Common Equipment it is
responsible for or to comply with Governmental Requirements, provided that the Operator shall
JOINT OWNERSHIP AND OPERATING AGREEMENT Page I 19
EXECUTION VERSION
consult with the Non-Operating Owner prior to the submission of any such reports, application,
plans, specification and other documents to the extent to which they relate to any jointly-owned
Transmission Facilities. To the extent permitted by Govemmental Requirements, each Operator
shall use Commercially Reasonable Efforts to obtain and structure all Government
Authorizations for which it applies after the Effective Date in such a way as to recognize each
Owner's applicable Ownership lnterest(s) (and associated Directional Capacity Allocation
Percentage(s) and Directional Capacity Allocation(s)), if any, as contemplated by this
Agreement. Notw'ithstanding anything to the contrary in this Agreement, except as set forth in
Section 5.1(b), nothing in this Section 4.4 shall obligate an Operator to prepare and submit to
appropriate Governmental Authorities any reports, applications, plans, specifications and other
documents to proctre any Governmental Authorizations required by the Owners in connection
with their ownership of an Ownership Interest in the Transmission Facilities or the Common
Equipment or the recovery of any costs and expenses in connection therewith.
(b) To the extent that an Operator cannot obtain a Govemmental
Authorization pursuant to Section 4.4(a) on behalf of one or both of the Owners, each such
Owner shall: (i) be responsible for preparing and submitting to the appropriate Governmental
Authority the necessary reports, applications, plans, specifications and other documents to
procure such Governmental Authorization; and (ii) exercise all Commercially Reasonable Efforts
to obtain such Governmental Authorization. Unless and until the Owner or Owners are able to
obtain such Govemmental Authorizations, the Operator shall not perform or continue to perform
any of the obligations requiring such Governmental Authorizations if to do so would result in the
Owner or Owners or the Operator being in violation of Governmental Requirements or
Govemmental Authorizations.
(c) Each Owner shall, at its own cost: (i) reasonably cooperate and support the
Operators in obtaining any Governmental Authorizations required pursuant to Section 4.4(a); and
(ii) reasonably respond to inquiries or requests issued to it by any Govemmental Authorities in
respect of such Govemmental Authorizations; ryg!91!, however, that an Owner shall not be
obligated pursuant to this Section 4.4(c) to disclose Proprietary Information except to the extent
that it is otherwise required to disclose such Proprietary Information: (A) bV Govemmental
Requirements; (B) by any Governmental Authority; or (C) pursuant to the express terms of this
Agreement.
4.5 Audit. Each Non-Operating Owner may, at its cost, atany time during normal
business hours and with reasonable prior notice of not less than thirty (30) Business Days, but
not more often than once in any twelve (12) month period, inspect and audit the books and
records of the Operator and any of its Affiliates and Delegates (and the Operator shall secure
such rights for the Non-Operating Owner from its Affiliates and Delegates) involved in the
provision of services pursuant to this Agreement ("Other Costs Records"), to the extent
reasonably relating to the determination of Monthly Transmission Facilities O&M Charges,
Monthly Substation O&M Charges, Monthly Common Equipment Charges, and Other Costs for
which the Non-Operating Owner is liable under this Agreement as shown on an invoice provided
to the Non-Operating Ownerpursuant to Section 4.7 within eighteen (18) months prior to the
date of the audit notice. Each Operator shall, and shall cause any of its relevant Affiliates and
Delegates, to keep and maintain all such Other Costs Records to the extent reasonably relating to
the determination of Monthly Transmission Facilities O&M Charges, Monthly Substation O&M
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 20
EXECUTION VERSION
Charges, Monthly Common Equipment Charges, and Other Costs for which the Non-Operating
Owner is liable under this Agreement and make such Other Costs Records available to the Non-
Operating Owner in accordance with the terms of this Agreement. If any audit discloses that,
during such eighteen (18) month period, an overpayment or underpayment of Monthly
Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly Common
Equipment Charges or Other Costs has been made by the Non-Operating Owner or the amount
of any Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges,
Monthly Common Equipment Charges, or Other Costs allocated to the Non-Operating Owner in
an invoice is incorrect, then such overpayment, underpayment or incorrect amount shall be
resolved pursuant to Section 4.8. The Non-Operating Owner requesting the audit shall reimburse
one hundred percent (100%) of all reasonable costs and expenses (including internal costs and
expenses) incurred by or on behalf of the Operator and any of its Affiliates and Delegates in
complying with the provisions of this Section 4.6, ryg!91! that the Non-Operating Owner shall
not be required to reimburse any such costs if the audit determines that the Non-Operating
Owner has made more than Twenty-Five Thousand Dollars ($25,000) in overpayments of
Monthly Transmission Facilities O&M Charges, Monthly Substation O&M Charges, Monthly
Common Equipment Charges, or Other Costs or more than Twenty-Five Thousand Dollars
($25,000) in Monthly Transmission Facilities O&M Charges, Monthly Substation O&M
Charges, Monthly Common Equipment Charges, or Other Costs have been incorrectly allocated
to the Owner.
4.6 Insurance.
(a) Owner Insurance. Each Owner shall be responsible for obtaining and
maintaining during the Term insurance covering its respective legal liabilities related to its
Ownership Interests in the Transmission Facilities and Common Equipment. lnsurance required
by this Section 4.6(a) will be placed with appropriate carriers and in amounts in accordance with
Good Utility Practice and Govemmental Requirements.
(b) Property Insurance. Each Operator, on behalf of the Owners and any other
named insureds or loss payees, will, with respect to Substations and equipment therein that is
included as part of the jointly-owned Transmission Facilities it is responsible for: (i) determine
the appropriate property insurance coverages, minimum amounts, self-insured amounts,
deductibles and other insurance policy terms which shall be reasonable and customary for
similarly situated utilities; (ii) obtain and maintain such property insurance during the Term; and
(iii) be solely responsible for pursuing claims and/or negotiating settlements in respect of claims
under such insurance coverages. The Operators shall be compensated for the costs of obtaining
and maintaining such insurance (including any premiums, taxes and fees, but excluding
deductibles, self-insurance or non-insured costs) through the Monthly Substation O&M Charge.
Subject to Article VII, each Owner shall be responsible for its Pro Rata Share (based on its
applicable Ownership Interest(s)) of any deductibles, self-insurance and non-insured costs, all of
which shall be Other Costs. The Operators shall not be obligated to obtain or maintain any other
insurance by or on behalf of the Owners with respect to the Transmission Facilities or Common
Equipment for which they are responsible.
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel2l
EXECUTION VERSION
4.7 Invoices.
(a) Each Non-Operating Owner shall pay the respective Operator the Monthly
Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, and the Monthly
Common Equipment Charge calculated in accordance with Exhibit D as compensation for the
Operator's services under this Agreement. In addition, each Owner shall be responsible for its
Pro Rata Share (based on its applicable Ownership krterest(s)) of costs incurred by or on behalf
of the Operators pursuant to the terms of this Agreement, including Sections 4.2(a),4.4(.a),4.6.
5.2,6.1,7.1,7.5,8.2and 16.3 (collectively,the"Qthq_eosts"). IntheeventthatanOperator
incurs, or reasonably expects to incur, significant Other Costs in excess of One Hundred
Thousand Dollars (S100,000), the Operator shall immediately notify the Owners in writing of
such Other Costs.
(b) Within thirty (30) days after the end of the first full calendar month during
the Term, and within thirty (30) days after the end of each month thereafter during the Term,
each Operator will deliver to the Non-Operating Owner an invoice which will show the total
amount and each Owner's Pro Rata Share (based on its Ownership Interests) of the Monthly
Transmission Facilities O&M Charge, the Monthly Substation O&M Charge and the Monthly
Common Equipment Charge determined in accordance with the terms and conditions of this
Agreement. For purposes of clarity, the first such invoices will include amounts owed for the
first full month and any partial month that precedes it during the Term. Within thirfy (30) days
after the end of the first calendar quarter first occurring during the Term (i.e., within 30 days of
the first March 31st, June 30th, September 30ft, or December 31't during the Term), and within
thirty (30) days after the end of each calendar quarter thereafter &ring the Term, each Operator
will deliver to the Non-Operating Owner an invoice which will show the total amorurt and each
Owner's Pro Rata Share (based on its Ownership Interests) of Other Costs determined in
accordance with the terms and conditions of this Agreement; plgvided, however, that Other
Costs associated with capital upgrades and improvements to, or repair and reconstruction of
Transmission Facilities: (a) shall not include AFUDC, ry4!91!, that the first Other Costs
invoice may include accrued AFUDC on Prior Projects up to the Effective Date; and (b) that are
a Substation Segment shall be invoiced using estimated Other Costs, provided that each Operator
shall provide a final invoice showing a true-up of estimated Other Costs compared to actual
Other Costs after the upgrade, improvement, repair or reconstruction is placed into service;. The
Non-Operating Owner shall pay its Pro Rata Share (based on its Ownership Interests) of the
Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, the
Monthly Common Equipment Charge and the Other Costs shown on the invoice no later than
thirty (30) days after the date of the invoice. Any payment past due will accrue interest, per
annum, calculated in accordance with the methodology specified for interest in the FERC
regulations at 18 C.F.R. $ 35.19a(a)(2xiii) (the "FERC Methodoloey''). The failure by an
Operator to timely deliver an invoice shall not relieve the Non-Operating Owner of its payment
obligation in respect of its share of the Monthly Transmission Facilities O&M Charge, the
Monthly Substation O&M Charge, the Monthly Common Equipment Charge and Other Costs as
shown on such invoice, or release the Operating Owner of its responsibility for such invoice.
4.8 Disputed Amounts. If any Non-Operating Owner disputes any portion of any
amount specified in an invoice delivered by an Operator pursuant to Section 4.7, the Non-
Operating Owner shall pay its total amount of the invoice when due, and, if actually known at
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel22
EXECUTION VERSION
the time by the Non-Operating Owner, identi$ the disputed amount and state that the disputed
amount is being paid under protest. Any disputed amount shall be resolved pursuant to the
provisions of Article XVII. If it is determined pursuant to Article XVII that an overpayment or
underpayment has been made by the Non-Operating Owner or the amount of any Monthly
Transmission Facilities O&M Charge, Monthly Substation O&M Charge, Monthly Common
Equipment Charge, or Other Costs allocated to the Non-Operating Owner on an invoice is
incorrect, then: (i) in the case of any overpayment by the Non-Operating Owner, the Operator
shall promptly return the amount of the overpayment (or credit the amount of the overpayment
on the next invoice) to the Non-Operating Owner; (ii) in the case of an underpayment by the
Non-Operating Owner, the Non-Operating Owner shall promptly pay the amount of the
underpayment to the Operator (for the benefit of the Operating Owner), otherwise, the Operator
shall charge the Non-Operating Owner for the underpayment on the next invoice; and (iii) in the
case of an incorrect allocation of Other Costs to an Owner, the allocations of Other Costs on the
next invoice shall be adjusted to correct for such incorrect allocation, in each case, together with
interest for the period from the date of overpayment, underpayment or incorrect allocation until
such amount has been paid or credited against a future invoice calculated in the manner
prescribed for calculating interest on refunds under the FERC Methodology.
4.9 Assistance. Each Non-Operating Owner shall cooperate with the Operator
promptly, as and when reasonably requested by the Operator, to assist the Operator in the
performance of its duties, responsibilities and obligations under this Agreement, including
executing and delivering from time to time such additional documents, certificates or
instruments, and taking such additional actions, as may be reasonably requested by the Operator.
Each Non-Operating Owner shall bear its own costs for providing such cooperation and
assistance as requested by the Operator unless the Owners agree otherwise in writing.
4.10 Remedies.
(a) Notwithstanding any provision to the contrary contained in this
Agreement, the Operators shall have no liability to the respective Non-Operating Owners in
connection with the performance of their covenants and obligations under this Agreement,
except as provided in this Section 4.10 and Section 14.1(c). The Non-Operating Owners agree
that they have a duty to mitigate any damages and shall use Commercially Reasonable Efforts to
minimize any damages they may incur as a result of an Operator's failure to perform or breach of
any of its covenants or obligations under this Agreement.
(b) The Owners and Operators acknowledge that the obligations and
covenants performed by the Operators hereunder are unique and that the Non-Operating Owners
will be irreparably injured should such obligations and covenants not be performed in
accordance with the terms and conditions of this Agreement. Consequently, the Non-Operating
Owners will not have an adequate remedy at law if the Operators shall fail to perform their
obligations and covenants hereunder. The Non-Operating Owners shall have the right, in
addition to any other remedy available under this Agreement, to specific performance of the
Operators' obligations and covenants hereunder, and the Owners and Operators agree not to take
a position in any proceeding arising out of this Agreement to the effect that the Non-Operating
Owners have an adequate remedy at law.
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel23
EXECUTION VERSION
ARTICLE V
OPERATION AND MAINTENA}ICE OF TRANSMISSION FACILITIES
5.1 Comptiance: Standard of Work.
(a) The Operator shall perform its obligations set forth in this Agreement: (i)
without adverse distinction between the Owners; and (ii) in accordance with Good Utility
Practice, Govemmental Requirements, Governmental Authorizations and Reliability Standards.
(b) Without limiting the generality of Section 5.1(a), each Operator shall
comply with Governmental Requirements and Reliability Standards applicable to an owner and
an operator of the Transmission Facilities and Common Equipment for which it is responsible,
regardless of whether any such Transmission Facilities and Common Equipment are solely
owned by the Operating Owner or jointly owned by the Parties.
5.2 Ooeration and Maintenance: Outages and Outage Coordination: Capital Uperades
and Improvements.
(a) Each Operator shall operate and maintain the Transmission Facilities and
Common Equipment for which it is responsible in accordance with Good Utility Practice,
Govemmental Requirements, Governmental Authorizations and Reliability Standards.
(b) Each Operator shall provide written notice of planned outages associated
with the Transmission Facilities, Common Equipment and Paths for which it is responsible to the
Non-Operating Owner's outage coordinator as soon as outage schedules are known, but no later
than the later of the period specified in the Operating Owner's OATT or the Northwest Power
Pool Processes document dated }day 2014, as it is amended from time-to-time, regarding outage
coordination and shall, subject to Good Utility Practice, Governmental Requirements,
Governmental Authorizations and Reliability Standards, accommodate reasonable requests of the
Non-Operating Owner to change the date or period of the planned outage. Each Operator shall
promptly noti$ the Non-Operating Owner's outage coordinator of any event or circumstance
that results in a partial or total reduction of the transmission capacity of a Segment or Path set
forth in Exhibit C, and shall use Commercially Reasonable Efforts to diligently: (i) coordinate
operations during such event or circumstance; (ii) coordinate the restoration of the transmission
capacity of such Segment from such event or circumstance with the Non-Operating Owner; and
(iii) perform the actions necessary to restore the transmission capacity of such Segment or Path
and otherwise recover from the event or circumstance. Notwithstanding any provision to the
contrary contained in this Agreement, the Owners shall be allocated their share of a temporary
reduction in the transmission capacity of the Transmission Facilities and the Paths pursuant to
Section 3.3(a)(i), and shall be allocated their share of a permanent reduction in transmission
capacity of the Transmission Facilities and the Paths pursuant to Sections 3.3(aXii) and
3.3(aXiii). The Operator's outage coordinator shall accommodate reasonable requests of the
Non-Operating Owner's outage coordinator, and Non-Operating Owner's outage coordinator
shall accommodate reasonable requests of the Operator's outage coordinator, in the event of an
actual or potential Energy Emergency to take extraordinary steps to protect reliability.
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel24
EXECUTION T/ERSION
(c) Each Operator shall make maintenance renewals and replacements to the
Transmission Facilities and Common Equipment it is responsible for: (i) the costs of which are
recordable as an operation and maintenance expense under the FERC Uniform System of
Accounts; and (ii) that are necessary for the operation of the Transmission Facilities and
Common Equipment in accordance with Good Utility Practice, Governmental Requirements,
Governmental Authorizations and Reliability Standards. Such maintenance renewals and
replacements to the Transmission Facilities are included in the services for which the Operator is
compensated by the Monthly Transmission Facilities O&M Charge. The Operator shall not
separately invoice the Owners for the costs of such maintenance renewals and replacements to
the Transmission Facilities and Common Equipment. Notwithstanding anything to the contrary
contained in this Agreement, any maintenance renewals and replacements made pursuant to this
Section 6.1(c) to Transmission Facilities shall be Transmission Facilities for purposes of this
Agreement, and any maintenance renewals and replacements made pursuant to this
Section 6.1(c) to Common Equipment shall be Common Equipment for purposes of this
Agreement.
(d) Each Operator shall make capital upgrades and improvements to the
Transmission Facilities and Common Equipment it is responsible for: (i) the costs of which are
recordable as capital expenditures under the FERC Uniform System of Accounts; and (ii) which
are necessary for the operation of the Transmission Facilities and Common Equipment in
accordance with Good Utility Practice, Governmental Requirements, Governmental
Authorizations and Reliability Standards. The Operator shall consult with the Non-Operating
Owner and receive prior approval, such approval not to be unreasonably withheld, delayed or
conditioned, with respect to any capital upgrade or improvement for which the Non-Operating
Owner shall have financial responsibility under this Agreement and which Operator reasonably
expects to incur total project costs that exceed Five Hundred Thousand Dollars ($500,000). The
Owners shall be responsible for their Pro Rata Share (based on their respective Ownership
Interests, if any, in the Transmission Facilities and Common Equipment being upgraded or
improved) of any Costs incurred by or on behalf of the Operator in making such capital upgrades
or improvements. Such capital upgrades and improvements to the Transmission Facilities and
Common Equipment are included in the services for which the Operator is compensated by the
Other Costs charge. Notwithstanding anything to the contrary contained in this Agreement, any
capital upgrades and improvements made pursuant to this Section 6.1(d) to the Transmission
Facilities shall be considered Transmission Facilities for purposes of this Agreement, and any
capital upgrades and improvements made pursuant to this Section 6.1(d) to Common Equipment
shall be considered Common Equipment for purposes of this Agreement.
(e) Each Operator shall assume responsibility for completion of "Idaho Power
Extraordinary Items," '?acifiCorp Extraordinary Items," "Idaho Power Planned Improvements,"
"PacifiCorp Planned Improvements" and completion of a "Casualty Loss" as each is defined in
the JPSA (collectively, the "Pdo&j.ects"), underway on the Effective Date on Segments for
which it is responsible in accordance with the terms and conditions of this Agreement, and such
capital upgrades, improvements, repairs or reconstruction shall not be subject to approval of the
Non-Operating Owner. Such Prior Projects are included in the services for which the Operator is
compensated by the Other Costs charge. The Owners shall be responsible for their Pro Rata
Share (based on their respective Ownership Interests in the Segment being upgraded, improved,
repaired or reconstructed) of any Costs incurred by or on behalf of: (i) the Prior Project's Owner
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel25
EXECUTION VERSION
prior to the Effective Date; and (ii) the Operator commencing on the Effective Date through the
completion of such capital upgrades, improvements, repairs or reconstruction. Notwithstanding
anything to the contrary contained in this Agreement, any capital upgrades and improvements
made pursuant to this Section 6.1(e) to the Transmission Facilities shall be considered
Transmission Facilities for purposes of this Agreement. Insurance proceeds received by a Party
related to the Prior Projects, shall be forwarded to the Operator, less an amount equal to that
expended by the Party on the Prior Projects up to the Effective Date and not reflected in Net
Book Value on the Effective Date. The Operator shall apply such proceeds (up to each Owner's
Pro Rata Share (based on its respective Ownership Interest(s) in the Segment being upgraded,
improved, repaired or reconstructed)) to the completion of the Prior Projects, and return to the
Owners their Pro Rata Share (based on their respective Ownership Interest(s) in the Segment
being upgraded, improved, repaired or reconstructed) ofany excess insurance proceeds.
5.3 Requests for Generation or Transmission lnterconnection Service. The Owners
acknowledge and agree that all requests for interconnection to any of the jointly-owned
Transmission Facilities must be coordinated with the Operator responsible for such Transmission
Facilities and processed in a manner consistent with the Owner's OATT pursuant to which the
request was made ("Interconnection Owner") and any Governmental Requirements. An
Interconnection Owner in receipt of a request for interconnection with any jointly-owned
Transmission Facilities will promptly notifu the responsible Operator and the other Owner, and
thereafter the Owners and the Operator will coordinate and cooperate to process the
interconnection request. The Operator will coordinate and conduct any studies required to
determine the impact of the interconnection request on the jointly-owned Transmission Facilities
and other affected systems, including the Owners' Transmission Systems, in accordance with the
Interconnection Owner's OATT and any Governmental Requirements. The Operator will notiff
the Owners and such affected systems of all meetings held with the entity requesting an
interconnection.
ARTICLE YI
TRANSIVtrSSION FACILITIES CAPITAL UPGRADES PROPOSED BY AIY OWNER
6.1 Capital Upgrades.
(a) At any time during the Term, an Owner ("ElecliUg Owner") may elect to
make a capital upgrade or improvement to the Transmission Facilities, provided that in no event
shall an Electing Owner be entitled to make a capital upgrade or improvement to any
Transmission Facilities that reasonably would be expected to have a material adverse effect on
the other Owner's ownership, use or enjoyment of its Ownership Interest(s) in such Transmission
Facilities (and associated Directional Capacity Allocation Percentage(s) and Directional
Capacity Allocation(s)) as contemplated in this Agreement. An Electing Owner shall provide the
other Owner no less than sixty (60) days'prior written notice of its election, together with
reasonable details about the proposed upgrade or improvement to the Transmission Facilities
(each, a "Capital Upgrade Notid'). Within sixty (60) days of receipt of the Capital Upgrade
Notice, the other Owner may notiff the Electing Owner in writing that it elects to participate in
the capital upgrade or improvement to the Transmission Facilities.
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel26
EXECUTION VERSION
(i) If the other Owner delivers notice to the Electing Owner within the
sixty (60) day period that it elects to participate in the capital upgrade or improvement to the
Transmission Facilities, then the Owners shall meet and agree on: (A) the final scope of the
capital upgrade or improvement; (B) the allocation of increased transmission capacity, if any,
associated with such capital upgrade and improvement between the Owners, including any
change in the Owners' Directional Capacity Allocation Percentage(s) and Directional Capacity
Allocation(s) which shall be determined in accordance with Section 3.3; (C) any change in each
Owner's Ownership Interest with respect to such Transmission Facilities and any applicable
Substation O&M Allocation which shall be determined in accordance with Section 3.3; (D) each
Owner's share of the costs of such upgrade or improvement (which shall be based on the
Owners' respective Ownership Interests in the Transmission Facilities); (E) any change in the
Monthly Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the
Monthly Common Equipment Charge, if any; and (F) such other matters as the Owners may
agree upon, all of which shall be memorialized in an amendment to this Agreement executed by
the Owners, including any amendments to the Exhibits hereto which shall be ef;lective as set
forth in Section 6.1(b) (the "A4qgqdn[9u1"); provided, however, that any failure of the Owners to
agree on any of the matters specified in subparts (A) through (F) above shall be resolved
pursuant to the provisions of Article XVII. Notwithstanding any provisions to the contrary in
this Agreement, an Owner shall not be prohibited from making a capital upgrade or improvement
to the Transmission Facilities pursuant to this Section 6.1(a) because the Owners fail to agree on
any of the matters specified in subparts (A) through (F) of the immediately preceding sentence,
and any such disagreement shall be resolved pursuant to Article XVII.
(ii) If the other Owner elects not to participate in the capital upgrade or
improvement to the Transmission Facilities (or fails to deliver a notice to the Electing Owner
within the sixty (60) day period), then the Electing Owner may proceed with the capital upgrade
or improvement, provided that the Electing Owner shall coordinate with the Operator responsible
for the applicable Transmission Facilities on the final scope of the capital upgrade or
improvement.
(b) The applicable Operator shall design, permit, construct, install and
commission any upgrades or improvements to the Transmission Facilities provided for in
Section 6.I(aXi) in accordance with the Amendment or, if applicablo, ffiy resolution pursuant to
Article XVII, and otherwise in accordance with Good Utility Practice, Govemmental
Requirements and Governmental Authorizations. The Owners shall be responsible, based on the
Amendment or, if applicable, any resolution pursuant to Article XVII, for all of the Costs
incurred by or on behalf of the Operator in connection with such capital upgrade or improvement
to the Transmission Facilities. Effective as of the date of successful commissioning of such
capital upgrade or improvement, written notice of which the Operator shall provide to the
Owners, the Owners' Ownership Interests, Directional Capacity Allocation Percentages and
Directional Capacity Allocations in respect of such Transmission Facilities any applicable
Substation O&M Allocation shall be adjusted, if at all, in accordance with the Amendment or, if
applicable, any resolution pursuant to Article XVII, and the Owners shall memoialize any
revised Ownership lnterests, Directional Capacity Allocation Percentages, Directional Capacity
Allocations and applicable Substation O&M Allocation in a revised Exhibit C which shall be
effective as of the date of successful commissioning of such upgrade or improvement.
Notwithstanding anything to the contrary contained in this Agreement, any capital upgrades or
JOINT OWNERSHIP AND OPERATING AGREEMENT Page 127
EXECUTION VERSION
improvements provided for in this Section 6.1(b) shall be Transmission Facilities for purposes of
this Agreement.
(c) The applicable Operator shall design, permit, construct, install and
commission any upgrades or improvements to the Transmission Facilities provided for in
Section 6.1(aXii) in accordance with the final scope of the capital upgrade or improvement
established by the Electing Owner pursuant to Section 6.l(aXii), and otherwise in accordance
with Good Utility Practice, Governmental Requirements and Governmental Authorizations. The
Electing Owner shall be responsible for all of the Costs incurred by or on behalf of the Operator
in connection with such capital upgrade or improvement to the Transmission Facilities and title
to such capital upgrades or improvement shall vest solely with the Electing Owner. Effective as
of the date of successful commissioning of such capital upgrade or improvement, written notice
of which the Operator shall provide to the Owners: (i) the Owners' Ownership Interests,
Directional Capacity Allocation Percentages and Directional Capacity Allocations in respect of
such Transmission Facilities and any applicable Substation O&M Allocation shall be adjusted, if
at all, in accordance with Section 3.3; and (ii) the Operator shall operate and maintain such
capital upgrade or improvement in accordance with Section 6.1(a). In addition, the Owners shall
meet and agree on: (A) the allocation of increased transmission capacity, if any, associated with
such capital upgrade and improvement between the Owners, including any change in the
Owners' Directional Capacity Allocation Percentages and Directional Capacity Allocations
which shall be determined in accordance with Section 3.3; (B) any change in the Monthly
Transmission Facilities O&M Charge, the Monthly Substation O&M Charge, or the Monthly
Common Equipment Charge, if any; and (C) such other matters as the Owners may agree upon,
all of which shall be memorialized in an amendment to this Agreement executed by the Owners,
including any amendments to the Exhibits hereto which shall be effective as of the date of
successful commissioning of such upgrade or improvement; rygle(l, however, that any failure
of the Owners to agree on any of the matters specified in subparts (A) through (C) above shall be
resolved pursuant to the provisions of Article XVII. Nofwithstanding anything to the contrary
contained in this Agreement, any capital upgrades or improvements provided for in this Section
6.1(c) shall be Transmission Facilities for purposes of this Agreement.
(d) Notwithstanding anything to the contrary contained herein, the provisions
of this Section 6.1 shall not apply to capital upgrades or improvements made by an Operator
pursuant to Section 6.1(c) which are necessary for the operation of the Transmission Facilities in
accordance with Good Utility Practice or required by Govemmental Requirements or
Governmental Authorizations, which shall be govemed by the provisions of Section 5.1(d).
(e) Each Owner shall provide the applicable Operator prompt written notice
of any request pursuant to its OATT from a customer to provide additional transmission capacity
that will require one or more capital upgrades or improvements to any of the Transmission
Facilities. If capital upgrades or improvements are required in accordance with such Owner's
OATT, then such capital upgrades and improvements shall be made by the Operator in
accordance with the provisions of Section 6.1(a) and Section 6.1(b).
6.2 McNar.v Transmission Project. Within thirty (30) days after the earlier of the date
on which: (a) Idaho Power notifies PacifiCorp in writing that it desires to proceed with
negotiations regarding the development, construction, operation and joint ownership of a new
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 28
EXECUTION VERSION
transmission line from McNary-Walulla-Walla Walla with capacity to be determined based on
future studies and needs (the "McNary Transmission Pr "); or (b) PacifiCorp notifies Idaho
Power that it plans to proceed with all or a part of the McNary Transmission Project, the Parties
will meet and negotiate in good faith to reach agreement on the definitive terms and conditions
of construction, ownership and operation agreements for the McNary Transmission Project (the
"McNary Transmission P ") pursuant to which the Parties will develop, design,
engineer, procure, construct, test, commission, operate and jointly own the McNary
Transmission Project. Any such negotiations shall automatically terminate if the Parties fail to
reach agreement on the definitive terms and conditions of the McNary Transmission Project
Agreements within ninety (90) days of receipt of the earlier of the notice in Section 6.2(a) and
Section 6.2(.b) (the "Negotiations End D&"). The Parties will attempt, to the greatest extent
possible, to base the Parties' rights, duties, obligations, liabilities and remedies under the
McNary Transmission Project Agreements on the Parties'rights, duties, obligations, liabilities
and remedies under this Agreement; ryg[ed that the Parties agree that PacifiCorp shall be the
operator of and responsible for the design, engineering, procurement, construction, testing and
commissioning of the McNary Transmission Project under any McNary Transmission Project
Agreements and that the terms and conditions associated with PacifiCorp's responsibilities as
operator shall be definitively negotiated as part of any McNary Transmission Project
Agreements. If the Parties fail to reach agreement by the Negotiations End Date on the
definitive terms and conditions of the McNary Transmission Project Agreements pursuant to this
Section 6.2, then PacifiCorp may proceed or not proceed with the McNary Transmission Project
and Idaho Power will have no frrther right to participate with PacifiCorp in the development,
construction, operation and joint ownership of the McNary Transmission Project.
ARTICLE VII
PHYSICAL DAMAGE TO TRANSMISSION FACILITIES: CONDEMNATION
7.1 RebuildingDamagedFacilities.
(a) If any of the Transmission Facilities or Common Equipment are materially
damaged or destroyed (the "Dameggd FaciliIigg"), then within thirty (30) days of the date the
damage or destruction occurred, the Operator responsible for such Transmission Facilities and
Common Equipment shall deliver to the Owners a written notice (the "Dgpqage No!igq") of the
Operator's good faith reasonable estimate of the cost to repair or rebuild the Damaged Facilities.
(i) If the Damaged Facilities consist of Transmission Facilities that
are jointly owned by the Owners and the Damage Notice indicates that the total project cost to
repair or rebuild the Damaged Facilities is estimated to be Five Million Dollars ($5,000,000) or
more, inclusive of insurance proceeds, then the Owners will determine whether the Damaged
Facilities willbe repaired or rebuilt within thirty (30) days of the date of the Damage Notice.
(ii) If the Damaged Facilities consist of Transmission Facilities that
are jointly owned and the Damage Notice indicates that the total project cost to repair or rebuild
the Damaged Facilities is estimated to be less than Five Million Dollars ($5,000,000), inclusive
of insurance proceeds, then, the Operator will determine in accordance with Good Utility
Practice whether the Damaged Facilities will be repaired or rebuilt and provide notice thereof to
the Owners within thirty (30) days of the date of the Damage Notice.
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel29
EXECUTION T/ERSION
(iii) If the Damaged Facilities consist of an Owner's wholly-owned
Transmission Facilities or Common Equipment, then, the Owner will determine in accordance
with Good Utility Practice whether the Damaged Facilities will be repaired or rebuilt and provide
notice thereof to the Operator within thirty (30) days of the date of the Damage Notice.
(b) If the Owners, the Operator, or the Owner determines pursuant to
Sections 7.I(aXi), ZI4Xii), or 7.l(aXiii), respectively, to repair or rebuild the Damaged
Facilities, then the Owners will, upon receipt of any insurance proceeds paid in connection with
such Damaged Facilities, apply such proceeds (up to each Owner's Pro Rata Share (based on its
respective Ownership Interest(s), if any, in the Damaged Facilities) in the amount to be paid) to
the repair and reconstruction of the Damaged Facilities which will be carried out by the
Operator. The Operator will be responsible for obtaining any necessary Govemmental
Authorizations to repair or rebuild the Damaged Facilities and determining the maruler in which
to repair and reconstruct the Damaged Facilities (including the equipment to be used). Each
Owner shall reasonably cooperate with and support the Operator in obtaining any such
Govemmental Authorizations in accordance with Section 4.4(c). The Operator will cause such
repairs or reconstruction to be made so that the Damaged Facilities will be repaired and restored
to substantially the same general condition, character and use as existed prior to such damage or
destruction. If the cost of such repairs or reconstruction exceeds the insurance proceeds required
to be applied to the repair or reconstruction pursuant to this Section 7.1, then the Owners shall
pay, in accordance with their applicable Ownership Interests, if any, the shortfall amount.
7.2 Decision not to Rebuild. If the Owners, the Operator, or the Owner determines
pursuant to Sections 7.1(aXi), 7.1(aXii), or 7.1(aXiii), respectively, not to repair or rebuild the
Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged Facilities), then,
in each case: (a) each Owner shall: (i) be entitled to retain any insurance proceeds received
pursuant to insurance maintained by it with respect to the Damaged Facilities; (ii) receive its Pro
Rata Share (based on its respective Ownership Interest(s), if any, in the Damaged Facilities) of
any revenues from the salvage or sale of the Damaged Facilities; and (iii) pay its Pro Rata Share
(based on its respective Ownership Interest(s), if any, in the Damaged Facilities) of any costs of
removal of parts and equipment from the Damaged Facilities; (b) the Operator shall pay to the
Owners their Pro Rata Share (based on their respective Ownership Interest(s), if any, in the
Damaged Facilities) of any insurance proceeds received from any property insurance obtained by
the Operator pursuant to Section 4.6(b); and (c) subject to Section 7.3, this Agreement shall
terminate pursuant to Section 2.3(a) solely with respect to such Damaged Facilities.
7.3 Purchase of Ownership lnterest. If the Owners, the Operator, or the Owner
determines pursuant to Sections 7.l(aXi), 7.l(aXii), or 7.l(aXiii), respectively, not to repair or
rebuild the Damaged Facilities (or cannot reach agreement to repair or rebuild the Damaged
Facilities) and, in each case, one Owner desires to repair or rebuild the Damaged Facilities (the
"Co1liuui4g Owner"), then the Continuing Owner shall have the option to purchase all of the
Ownership Interest(s) (and associated Directional Capacity Allocation Percentage(s) and
Directional Capacity Allocation(s)) of the other Owner in the Damaged Facilities. [n order to
exercise its option to purchase all of the Ownership Interest(s) (and associated Directional
Capacity Allocation Percentage(s) and Directional Capacity Allocation(s)) of the other Owner in
the Damaged Facilities, the Continuing Owner must give written notice thereof to the other
Owner within thirty (30) days of the Owners' or Operator's determination pursuant to Section
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 30
EXECUTION VERSION
7.1 not to repair or rebuild the Damaged Facilities. The Owners shall enter into such
documentation as the Continuing Owner shall reasonably request to document the purchase and
sale of all of the Ownership Interest(s) (and associated Directional Capacity Allocation
Percentage(s) and Directional Capacity Allocation(s)) of the other Owner in the Damaged
Facilities, provided that the purchase price of the Ownership Interest(s) (and associated
Directional Capacity Allocation Percentage(s) and Directional Capacity Allocation(s)) of the
other Owner shall be equal to the other Owner's Pro Rata Share (based on its respective
Ownership Interest(s) in the Damaged Facilities) of the salvage value of the Damaged Facilities.
7 .4 Cooperation. If the Continuing Owner seeks to repair or rebuild the Damaged
Facilities purchased from the other Owner pursuant to Section 7.3, then, at the Continuing
Owner's request and expense, the other Owner and the responsible Operator (if the Continuing
Owner is not the responsible Operator) will, for a reasonable period of time, cooperate with and
use Commercially Reasonable Efforts to assist the Continuing Owner in the repair or rebuilding
of the Damaged Facilities. This Section 7.4 shall survive the expiration or termination of this
Agreement pursuant to Section 2.3(a) solely with respect to such Damaged Facilities.
7.5 Condemnation. If there occurs a loss of title to, or ownership of, or use and
possession of, all or any portion of any of the Transmission Facilities or Common Equipment as
the result of the exercise of the right of condemnation or eminent domain by or on behalf of any
Governmental Authority, then the Operator responsible for such Transmission Facilities or
Common Equipment will promptly give notice thereof to the Owners, which notice shall
generally describe the nature and extent of such condemnation or eminent domain proceedings
(including any negotiations in connection with such proceedings). The Operator shall, in
consultation with the Owners, use Commercially Reasonable Efforts to resist the loss of title to,
or ownership of, or use and possession of, all or any portion of any of the Transmission Facilities
or Common Equipment through condemnation or eminent domain. If, as a result of
condemnation or eminent domain, the Owners shall lose title to, or ownership of, or use and
possession of, allor any portion of any of the Transmission Facilities or Common Equipment,
the Owners shall determine, by mutual agreement, whether:
(a) the relevant portion of the Transmission Facilities or Common Equipment
is no longer useful for the transmission of electric power and should be retired and
decommissioned, in which case the provisions of Article VIII shall control;
(b) the relevant portion of the Transmission Facilities or Common Equipment
should be replaced or modified, in which case the Owners will, upon receipt of any awards paid
in connection with such condemnation or eminent domain, apply such awards to the replacement
or modification of the Transmission Facilities or Common Equipment which will be carried out
by the Operator responsible for such Transmission Facilities or Common Equipment. The
Operator will, consistent with the mutual agreement of the Owners, determine the manner in
which to replace or modiff the Transmission Facilities or Common Equipment, and will cause
such replacement and modifications to be made so that the Transmission Facilities or Common
Equipment are replaced or modified in accordance with the mutual agreement of the Owners. If
the cost of replacement or modification of the Transmission Facilities or Common Equipment
exceeds the awards received by the Owners in connection with such condemnation or eminent
domain, then the Owners shall pay their Pro Rata Share (based on their respective Ownership
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 31
EXECUTION VERSION
Interest(s), if any, in the Transmission Facilities or Common Equipment) of the shortfall amount;
or
(c) if the Owners do not reach mutual agreement on one of the actions
provided for in Section 7.5(a) and Section 7.5(b), or on another course of action, within sixty
(60) days after the date of the notice provided by the Operator to the Owners pursuant to the first
sentence of this Section 7.5, then each Owner shall receive its Pro Rata Share (based on its
respective Ownership Interest(s), if any, in the Transmission Facilities or Common Equipment)
of all awards received by the Owners (or their Affiliates) in connection with any such
condemnation or eminent domain (less the actual cost, fees and expenses incurred by the
Operator in collection thereof).
ARTICLE VIII
RETIREMENT AIID DECOMMISSIONING OF TRANSMISSION FACILITIES
8.1 Decision to Retire Transmission Facilities. The Owners will determine in
accordance with the terms of this Article VIII when any of the Transmission Facilities or
Common Equipment are no longer useful for the transmission of electric power and should be
retired and decommissioned. If the Owners mutually agree to retire and decommission any of
the Transmission Facilities or Common Equipment ("Retired Transmissi "), then,
subject to Section 8.2 and Section 8.3, this Agreement shall terminate pursuant to Section 2.3(a)
solely with respect to such Retired Transmission Facilities.
8.2 Costs of Decommissioning. Each of the Owners shall be responsible for paying its
Pro Rata Share (based on its respective Ownership Interest(s), if any, in the Retired Transmission
Facilities) of the aggregate amount of all costs incurred by or on behalf of the Operator
responsible for the Retired Transmission Facilities to retire permanently the Retired
Transmission Facilities from service, including decommissioning, dismantling, demolishing and
removal of equipment, facilities and structures, security, maintenance, disposing of debris,
abandonment and all other costs incurred by or on behalf of the Operator to retire permanently
the Retired Transmission Facilities from service, net of any amounts recovered in connection
with the sale of any retired equipment, facilities and structures.
8.3 Purchase of Ownership lnterest. Each Owner shall give written notice to the other
Owner when it believes any of the Transmission Facilities or Common Equipment should be
Retired Transmission Facilities (each, a "Decommissioning "). If the other Owner desires
to continue the operation of such Retired Transmission Facilities (the "RemAining_Qwnel"), then
the Remaining Owner shall have the option to purchase all of the Ownership Interest(s) (and
associated Directional Capacity Allocation Percentage(s) and Directional Capacity
Allocation(s)), if any, of the other Owner in such Retired Transmission Facilities. In order to
exercise its option to purchase all of the Ownership Interest(s) (and associated Directional
Capacity Allocation Percentage(s) and Directional Capacity Allocation(s)) of the other Owner in
such Retired Transmission Facilities, the Remaining Owner must give written notice thereof to
the other Owner within ninety (90) days of receipt of the other Owner's Decommissioning
Notice. The Owners shall enter into such documentation as the Remaining Owner shall
reasonably request to document the purchase and sale of the Ownership Interest(s) (and
associated Directional Capacity Allocation Percentage(s) and Directional Capacity
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel32
EXECUTION VERSION
Allocation(s)), if any, of the other Owner in such Retired Transmission Facilities, provided that
the purchase price of the Ownership Interest(s) (and associated Directional Capacity Allocation
Percentage(s) and Directional Capacity Allocation(s)) of the other Owner shall be equal to the
other Owner's Pro Rata Share (based on its respective Ownership Interest(s), if any, in the
Retired Transmission Facilities) of the depreciated cost of the Retired Transmission Facilities.
8.4 Cooperation. If the Remaining Owner seeks to purchase and continue the
operation of the Retired Transmission Facilities, then, at the Remaining Owner's request and
expense, the other Owner and the responsible Operator (if the Remaining Owner is not the
responsible Operator) will, for a reasonable period of time, cooperate with and use Commercially
Reasonable Efforts to assist the Remaining Owner in the continued operation of the Retired
Transmission Facilities. This Section 8.4 shall survive the expiration or termination of this
Agreement pursuant to Section 2.3.
ARTICLE IX
TRANS1VIISSION SYSTEM BOT'NDARIES
9.1 Points of Interconnection: Points of Balancing Authoritv Area Adjacency.
(a) Each Owner's Transmission System, which includes the Owner's
Ownership lnterests in the Transmission Facilities, shall be considered interconnected at the
Points of Interconnection, and the location and associated meter for each Point of
Interconnection, and any other information required by Governmental Requirements to be agreed
to by the Parties, shall have been mutually agreed to by the Parties in writing and included in
operating procedures of the Parties on or before the Effective Date, which the Parties shall
review and update annually as necessary.
(b) Each Owner's Balancing Authority Area shall be considered Adjacent
Balancing Authority Areas at the Points of Balancing Authority Area Adjacency, and the
location and associated meter for each Point of Balancing Authority Area Adjacency, and any
other information required by Governmental Requirements to be agreed to by the Parties, shall
have been mutually agreed to by the Parties in writing and included in operating procedures of
the Parties on or before the Effective Date, which the Parties shall review and update annually as
necessary.
9.2 E-Taes. Each Party shall cause the Operator of a Path to be included on all e-Tags
as a scheduling entity.
9.3 Dvnamic Transfer Capability Riqhts.
(a) Notwithstanding any provision of this Agreement to the contrary, Idaho
Power authorizes PacifiCorp to utilize up to 400 MW of Dynamic Transfer Capability over the
Idaho Power Transmission System in an east to west direction; ryglg[ however, no schedule
shall exceed the scheduling capability of any point of receipt and point of delivery combination.
(b) Idaho Power's grant of, and PacifiCorp's utilization of, Dynamic Transfer
Capability scheduling rights pursuant to this Section 9.3 are subject to Good Utility Practice and
Govemmental Requirements.
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EXECUTION VERSION
(c) The Dynamic Transfer Capability rights provided for in this Section 9.3
does not include the Jim Bridger pseudo-tied generation provided for in Section 9.4 and
recognizes that Jim Bridger Project generation does not utilize Automatic Generation Control. If
the Parties desire to utilize Automatic Generation Control for Jim Bridger Project generation in
the future, it will be designed to have no impact to the Dynamic Transfer Capability or any such
impact will be mutually agreed to by the Parties.
9.4 Jim Bridger Pseudo Tie.
(a) Idaho Power authorizes PacifiCorp to transfer its share of the electrical
output of the Jim Bridger Project from the Jim Bridger Project bus bar meter into its PACW
Balancing Authority Area utilizing a pseudo-tie.
(b) Idaho Power's grant of, and PacifiCorp's utilization oi the pseudo-tie are
subject to Good Utility Practice and Governmental Requirements. In addition, the pseudo-tie
rights provided for in this Section 9.4 may not be sold or transferred by PacifiCorp to anyone
without Idaho Power's prior written consent.
(c) To calculate the PacifiCorp pseudo tie, PacifiCorp shall subtract Jim
Bridger Transmission Losses from PacifiCorp's share of the Jim Bridger Project Net Generation.
9.5 Electric Losses. Each Party agrees that when it is the operator of the Balancing
Authority Area containing a Segment for which the other Owner is the transmission provider for
the Segment, that it will: (a) provide electric energy for transmission losses as needed to keep
transmission service schedules whole within its Balancing Authority Area, consistent with
Governmental Requirements and Reliability Standards; and (b) not require compensation (either
financial or energy) from the Operator for energy provided for the purpose set forth in Section
9.5(a); provided, however, compensation shall be provided once an OATT based losses
methodology has been accepted by FERC that is applicable to the facilities subject to this
provision. On or before the Effective Date, the Parties shall have developed such OATT based
losses methodology and submitted such methodology to FERC for approval.
9.6 Jim Brideer Project Generation RAS. The Parties agree that the Jim Bridger
Project shall be tripped to implement the Jim Bridger Project Generation RAS schemes
according to protocols that shall have been mutually agreed to by the Parties and included in
operating procedures of the Parties on or before the Effective Date, which operating procedures
the Parties shall review and update annually as necessary.
ARTICLE X
TRANSIVISSION SYSTEMS OPERATION AND MAINTENAI\CE
10.1 Service Conditions.
(a) Operation and Maintenance. Each Owner shall operate and maintain its
Transmission System in a manner consistent with Good Utility Practice, Governmental
Requirements, Governmental Authorizations and Reliability Standards; provided, however, that
nothing in this Section 10.1(a) shall modiff or amend such Party's responsibility as an Operator
under this Agreement.
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EXECUTION VERSION
(b) Additional Services. This Article X is applicable only to the physical
interconnection of the Owners' Transmission Systems at the Points of Interconnection and does
not obligate either Owner to receive or provide any service. Other services provided by one
Owner to the other Owner shall be govemed by such other agreements as the Owners may enter
into from time to time.
(c) Intemrption of Service. The Owners shall use Commercially Reasonable
Efforts, consistent with Good Utility Practice, Reliability Standards and Governmental
Requirements, to provide a physical interconnection to be operated in continuous
synchronization at the Points of Interconnection, provided that an Owner ("Interruplrng_Owner")
may temporarily intemrpt or isolate the interconnected facilities under the following
circumstances: (i) by operation of automatic equipment installed for power system protection;
(ii) after consultation with the other Owner, other than in an emergency situation where
consultation is not practicable, when an Owner deems it necessary for installation, maintenance,
inspection, repairs or replacements of equipment on its Transmission System; (iii) at any time
that, in the sole judgment of the Intemrpting Owner, such action is necessary to preserve the
integrity of, or to prevent or limit any instability on its Transmission System; (iv) where
necessary to comply with documented directives from a Governmental Authority; (v) as a result
of one or more events of Force Majeure; or (vi) where necessary to prevent: (A) death or serious
injury to any person; (B) material damage or harm to any property; or (C) any material adverse
effect to the security of, or damage to its Transmission System or the electric systems of others to
which its Transmission System is directly connected, including the other Owner's Transmission
System. An Intemrpting Owner shall use Commercially Reasonable Efforts to provide the other
Owner (l) with reasonable advance notice of any planned intemrption of the interconnection
facilities in accordance with the notice requirements set forth in Section 5.2(b), and (2) with
notice of any other intemrption of the interconnected facilities as soon as practicable after the
intemrption. If synchronous operation is intemrpted, the Owners shall cooperate so as to remove
the cause of such intemrption as soon as commercially practicable consistent with Good Utility
Practice, Reliability Standards and Govemmental Requirements.
(d) Physical and Cyber Security. The Operators shall cooperate with the
Owners in complying with any physical and cyber security or other security requirement
established by Governmental Requirements or Reliability Standards applicable to the Owners
and the Transmission Facilities and the Common Equipment, written notice of which the Owners
shall provide to the Operators.
10.2 Survival. The provisions of this Article X, together with other provisions of this
Agreement (but only to the extent applicable to the surviving provisions of this Article X), shall
continue in full force and ef[ect notwithstanding the termination of this Agreement, ry!!q! that
in the event of termination of this Agreement, the Parties shall amend this Agreement to reflect
such changes to this Agreement as shall be necessary and mutually acceptable to the Parties to
conform this Agreement to the surviving provisions of this Agreement in accordance with this
Section 10.2.
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EXECUTION VERSION
ARTICLE XI
FORCE MAJEURE
I l.l Force Majeure Defined. For purposes of this Agreement, "Force Majeure" means
an event or circumstance beyond the reasonable control of and without the fault or negligence of
the Party claiming Force Majeure ("{ffecled fgty"), which, despite the exercise of reasonable
diligence, cannot be or be caused to be prevented, avoided or removed by such Affected Party
including, to the extent satisfuing the above requirements, acts of God; earthquake; abnormal
weather condition; hurricane; flood; lightning; high winds; drought; peril of the sea; explosion;
fire; war (declared or undeclared); military action; sabotage; riot; insurrection; civil unrest or
disturbance; acts of terrorism; economic sanction or embargo; civil strike, work stoppage, slow-
down, or lock-out that are of an industry or sector-wide nature and that are not directed solely or
specifically at the Affected Party; the binding order of any Govemmental Authority, pfqrldgd
that the Affected Party has in good faith reasonably contested such order; the failure to act on the
part of any Governmental Authority, ryid€d that such action has been timely requested and
diligently pursued; unavailability of equipment, supplies or products, but only to the extent
caused by Force Majeure; failure of equipment, ryg!91! that the equipment has been operated
and maintained in accordance with Good Utility Practice; and transportation delays or accidents,
but only to the extent otherwise caused by Force Majeure; ppvided, however, that neither
insufficiency of funds, financial inability to perform nor changes in market conditions shall
constitute Force Maj eure.
Il.2 Effect of Force Majeure.
(a) If an Affected Party is rendered wholly or partly unable to perform its
obligations under this Agreement or its performance is delayed because of Force Majeure, such
Affected Party shall be excused from, and shall not be liable for, whatever performance it is
unable to perform or delayed in performing due to the Force Majeure to the extent so affected,
provided that:
(i) The Affected Party, as soon as reasonably practical after the
coflrmencement of the Force Majeure, gives the other Party prompt written notice thereof
including a description of the particulars of the Force Majeure;
(ii) The suspension of performance is of no greater scope and of no
longer duration than is required by the Force Majeure; and
(iii) The Affected Party uses Commercially Reasonable Efforts to
overcome and remedy its inability to perform as soon as reasonably practical after the
commencement of the Force Majeure.
(b) Notwithstanding anything in this Article XI to the contrary, no payment
obligation arising under this Agreement prior to the date of an event of Force Majeure shall be
excused by such event of Force Majeure.
(c) Whenever an Affected Party is required to commence or complete any
action within a specified period and is prevented or delayed by Force Majeure from commencing
or completing such action within the specified period, such period shall be extended by an
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 36
EXECUTION T/ERSION
amount equal to the duration of such event of Force Majeure occurring or continuing during such
period.
ARTICLE XII
EVENTS OF DEFAULT
12.1 Event of Default. Each of the following events shall constitute an event of default
("Event of Default") by the defaulting Party (a "Defaulting-Earty"):
(a) The failure to make, when due, any payment required pursuant to this
Agreement, if such failure is not remedied within thirty (30) days after written notice thereof
from the Non-Defaulting Party;
(b) Any representation or warranty made by such Defaulting Party herein is
false or misleading in any material respect when made, unless: (i) the fact, circumstance or
condition that is the subject of such representation or warranty is made true within thirty (30)
days after notice thereof from the Non-Defaulting Party, provided that if the fact, circumstance
or condition that is the subject ofsuch representation or warranty reasonably cannot be corrected
within such thirty (30) day period, then the Defaulting Party shall have an additional period of
time (not to exceed sixty (60) day$ in which to correct the fact, circumstance or condition that is
the subject of such representation or warranty; and (ii) such cure removes any adverse effect on
the Non-Defaulting Party of such fact, circumstance or condition being otherwise than as first
represented, or such fact, circumstance or condition being otherwise than as first represented
does not materially adversely aflect the Non-Defaulting Party;
(c) A transfer, assignment or other disposition of its interest in this Agreement
or its Ownership Interests (or Directional Capacity Allocation Percentages and Directional
Capacity Allocations) in the Transmission Facilities, in each case, in violation of Article XD(;
(d) The failure to perform or breach of its covenants and obligations in
Section 3.7;
(e) The failure to be a Qualified Owner, if such failure is not remedied within
thirty (30) days after written notice thereof from the Non-Defaulting Parry;
(0 The failure to perform or breach of any material covenant or obligation set
forth in this Agreement (other than provided for in Section 12.1(a), (b), (c), (d) or (Q), if such
failure is not remedied within thirty (30) days after wriffen notice thereof from the Non-
Defaulting Purty, provided that if such failure or breach cannot reasonably be cured within thirfy
(30) days, then the Defaulting Party shall have an additional period of time (not to exceed ninety
(90) days) in which to cure such failure or breach so long as the Defaulting Party commences
good faith activities to cure the failure or breach dwing the initial 30-day cure period and
continues to utilize Commercially Reasonable Efforts to effect a cure; or
(g) The Defaulting Party becomes Bankrupt.
12.2 Cure by Non-Defaultine Party. If a DefaultingPafry fails to cure an Event of
Default, then the Non-Defaulting Party may, in its sole discretion, attempt to cure the Event of
JOINT OWNERSHIP AND OPERATING AGREEMENT Page 137
EXECUTION VERSION
Default, provided that the Defaulting Parfy shall reimburse the Non-Defaulting Party for all costs
and expenses incurred by or on behalf of the Non-Defaulting Party pursuant to this Section 12.2.
12.3 Remedies.
(a) If an Event of Default occurs and is continuing, then the Non-Defaulting
Party shall be entitled to exercise any of it remedies at law or in equity, including recovery from
the Defaulting Party of any damages suffered as a result of the Event of Default, subject to
Section 14.8. The Non-Defaulting Party shall use Commercially Reasonable Efforts to mitigate
any damages suffered as a result of the Event of Default.
(b) The Parties acknowledge that the obligations and covenants performed by
each Party hereunder are unique and that the Non-Defaulting Party will be irreparably injured
should such obligations and covenants not be consummated in accordance with the terms and
conditions of this Agreement. Consequently, the Non-Defaulting Party will not have an
adequate remedy at law if the other Party shall fail to perform its obligations and covenants
hereunder. The Non-Defaulting Party shall have the right, in addition to any other remedy
available under this Agreement, to specific performance of the Defaulting Party's obligations
and covenants hereunder, and the Parties agree not to take a position in any proceeding arising
out of this Agreement to the effect that the Non-Defaulting Party has an adequate remedy at law.
ARTICLE XIII
REPRESENTATIONS AND WARRANTIES
13.1 Representations and Warranties of Idaho Power. Idaho Power represents and
warrants to PacifiCorp as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of
the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its assets and carry
on its business as now being conducted or as proposed to be conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement, and the execution and
delivery of this Agreement and the performance by it of this Agreement have been duly
authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of
this Agreement do not (i) violate its organizational documents; (ii) violate any Govemmental
Requirements; or (iii) result in a breach of or constitute a default of any material agreement to
which it is a party.
(e) This Agreement has been duly and validly executed and delivered by it
and constitutes its legal, valid and binding obligation enforceable against it in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and by principles of equity regardless of whether such
principles are considered in a proceeding at law or in equity.
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EXECUTION VERSION
(D Except as disclosed in Schedule 13.l(fl, all material Governmental
Authorizations required by Governmental Requirements to have been obtained by it prior to the
date hereof in connection with the due execution and delivery of this Agreement, have been duly
obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
13.2 Representations and Warranties of PacifiCorp. PacifiCorp represents and warants
to Idaho Power as of the Execution Date as follows:
(a) It is duly formed, validly existing and in good standing under the laws of
the jurisdiction of its formation.
(b) It has all requisite corporate power necessary to own its assets and carry
on its business as now being conducted or as proposed to be conducted under this Agreement.
(c) It has all necessary corporate power and authority to execute and deliver
this Agreement and to perform its obligations under this Agreement, and the execution and
delivery of this Agreement and the performance by it of this Agreement have been duly
authorized by all necessary corporate action on its part.
(d) The execution and delivery of this Agreement and the performance by it of
this Agreement do not: (i) violate its organizational documents; (ii) violate any Govemmental
Requirements; or (iii) result in a breach of or constitute a default of any material agreement to
which it is a puty.
(e) This Agreement has been duly and validly executed and delivered by it
and constitutes its legal, valid and binding obligation enforceable against it in accordance with its
terms, except as the same may be limited by bankruptcy, insolvency or other similar laws
affecting creditors' rights generally and by principles of equity regardless of whether such
principles are considered in a proceeding at law or in equity.
(f) Except as disclosed in Schedule 13.2(fl, all material Governmental
Authorizations required by Governmental Requirements to have been obtained by it prior to the
date hereof in connection with the due execution and delivery of this Agreement, have been duly
obtained or made and are in full force and effect.
(g) It is a Qualified Owner.
ARTICLE XTV
INDEMNIF.ICATION
14.l Indemnities.
(a) Subject to the provisions of Section 14.3 and Section 14.8, each Owner
(the "Indemni$ins Party") shall indemnify, defend and hold harmless the other Owner (the
"Indemnifigd_Party") and its Representatives, from and against any and all suits, actions,
liabilities, legal proceedings, claims, demands, losses, costs and expenses of whatsoever kind or
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 39
EXECUTION VERSION
character (including reasonable attorneys' fees and expenses) of third parties (collectively,
"Claims"), for injury or death of persons or physical loss of or damage to property of Persons
(other than the Indemnified Parfy and its Representatives) arising from the Indemniffrng Party's
(including its Representatives'): (i) gross negligence or willful misconduct in connection with the
performance of this Agreement; or (ii) failure to perform a material obligation under this
Agreement.
(b) In addition to and not in limitation of the indemnity provided in
Section 14.l(a), but subject to the provisions of Section 14.3 and Section 14.8, each Owner, as
Indemnifying Party, shall severally and not jointly, in accordance with its applicable Ovmership
lnterest(s), indemnifu, defend and hold harmless each Operator, as Indemnified Pany, and its
Representatives from and against any and all Claims for injury or death of persons or physical
loss of or damage to property of Persons (other than the Indemnified Party and its
Representatives), or fines or penalties levied or imposed by Governmental Authorities or other
Losses incurred by the Indemnified Party and its Representatives, in each case, arising under or
in connection with this Agreement, including in connection with the performance by the
Operator of its obligations under this Agreement, except for such Claims or fines or penalties or
other Losses arising from the Operator's or its Representatives': (i) gross negligence or willful
misconduct in corurection with the performance of this Agreement; or (ii) failure to perform a
material obligation under this Agreement.
(c) Subject to the provisions of Section 14.3 and Section 14.8, each Operator,
as Indemnifying Party, shall indemniff, defend and hold harmless each Owner, as Indemnified
Party, and its Representatives from and against any and all Claims for injury or death of persons
or physical loss of or damage to property of Persons (including the Indemnified Party and its
Representatives), or fines or penalties levied or imposed by Govemmental Authorities or other
Losses incurred by the Indemnified Party and its Representatives, in each case, arising from the
Operator's and its Representatives': (i) gross negligence or willful misconduct in connection
with the performance of this Agreement; or (ii) failure to perform a material obligation under this
Agreement; provided, however, in no event shall the Operator be obligated to indemniS, defend
or hold harmless an Owner and its Representatives from and against any such Claims or fines or
penalties or Losses to the extent arising from such Owner's or its Representatives': (i) gross
negligence or willful misconduct in connection with the performance of this Agreement; or (ii)
failure to perform any material obligation under this Agreement.
14.2 Notice and Participation.
(a) If an Indemnified Party intends to seek indemnification under this
Article XIV with respect to any Claims, the lndemnified Party shall give the Indemnitring Party
prompt written notice of such Claims upon the receipt of actual knowledge or information by the
Indemnified Party of any possible Claims or of the commencement of such Claims. The
Indemniffing Party shall have no liability under this Article XIV for any Claim for which such
notice is not provided, but only to the extent that the failure to give such notice materially
impairs the ability of the Indemnifuing Party to respond to or to defend the Claim.
(b) The Indemnifyrng Party shall have the right to assume the defense of any
Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 40
EXECUTION VERSION
reasonably satisfactory to the Indemnified Party; @9d, however, that if the defendants in any
such proceeding include both the Indemnifred Party and the Indemnifying Party, and the
Indemnified Party shall have reasonably concluded that there may be legal defenses available to
it which are in conflict with those available to the Indemnifying Party and that such conflict
materially prejudices the ability of the counsel selected by the Indemnifying Party to represent
both Parties, the lndemnified Party shall have the right to select separate counsel reasonably
satisfactory to the IndemniSing Party, at the Indemniffing Party's expense, to assert such legal
defenses and to otherwise participate in the defense of such Claim on behalf of such Indemnified
Purty, and the Indemnifying Party shall be responsible for the reasonable fees and expenses of
such separate counsel.
(c) Should any Indemnified Party be entitled to indemnification under this
Article XIV as a result of a Claim, and should the Indemni$ing Parry fail to assume the defense
of such Claim within a reasonable period of time after the Indemnified Party has provided the
Indemnifying Party written notice of such Claim, the Indemnified Party may, at the expense of
the Indemnifuing Party, contest or, with or without the prior consent of the Indemniffing Party,
settle such Claim.
(d) Except to the extent expressly provided herein, no Indemnified Party shall
settle any Claim with respect to which it has sought or is entitled to seek indemnification
pursuant to this Article XIV unless: (i) it has obtained the prior written consent of the
Indemniffing Party; or (ii) the Indemniffing Party has failed to assume the defense of such
Claim within a reasonable period of time after the Indemnified Party has provided the
Indemniffing Party written notice of such Claim.
(e) Except to the extent expressly provided otherwise herein, no Indemniffing
Party shall settle any Claim with respect to which it may be liable to provide indemnification
pursuant to this Section without the prior written consent of the Indemnified Party; ry41e<!,
however, that if the Indemniffing Party has reached a bona fide settlement agreement with the
plaintiff(s) in any such proceeding, which settlement includes a full release of the Indemnified
Party for any and all liability with respect to such Claim and does not obligate the Indemnified
Party to take or forbear to take any action, and the Indemnified Party does not consent to such
settlement agreement, then the dollar amount specified in the settlement agreement, plus the
Indemnified Party's reasonable legal fees and other costs related to the defense of the Claim paid
or incurred prior to the date of such settlement agreement, shall act as an absolute maximum
limit on the indemnification obligation of the Indemniffing Party with respect to the Claim, or
portion thereof, that is the subject of such settlement agreement.
14.3 Net Amount. Subject to the limitation in Section 14.2(e), if applicable, in the
event that an Indemni$ing Party is obligated to indemniff and hold any Indemnified Party
harmless under this Article XIV, the amount owing to the Indemnified Party shall be the amount
of such Indemnified Party's actual Claims, fines or penalties or other Losses, as the case may be,
net of any insurance or other recovery actually received by the Indemnified Party.
14.4 No Release of Insurers. The provisions of this Article XIV shall not be deemed or
construed to release any insurer from its obligation to pay any insurance proceeds in accordance
with the terms and conditions of valid and collectible insurance policies.
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EXECUTION VERSION
14.5 Mitisation. Each Indemnified Parfy entitled to indemnification hereunder shall use
Commercially Reasonable Efforts to mitigate all Claims, fines, penalties or other Losses, as the
case may be, after becoming aware of any event which could reasonably be expected to give rise
to any Claims, fines, penalties or other Losses, as the case may be, that are indemnifiable or
recoverable hereunder or in connection herewith.
14.6 Assertion of Claims. No Claim of any kind shall be asserted against any Owner or
Operator pursuant to this Article XIV, whether arising out of contract, tort (including
negligence), strict liability, or any other cause of or form of action, unless it is filed in a court of
competent jurisdiction, or a demand for arbitration is made, within the applicable statute of
limitations period for such Claim.
14.7 Survival of Oblieation. The duty to indemnify under this Article XIV shall
continue in fu1l force and effect notwithstanding the expiration or termination of this Agreement,
with respect to any Claim, fine, penalty or other Losses, as the case may be, arising out of an
event or condition which occurred or existed prior to such expiration or termination.
14.8 Limitation on Liability.
(a) Notwithstanding any provision in this Agreement to the contrary, neither
Party shall be liable under this Agreement in any action at law or in equity, whether based on
contract, tort or strict liability or otherwise, for any special, incidental, indirect, exemplary,
punitive or consequential damages or losses, including any loss of revenue, income, profits or
investment opportunities, loss of the use of equipment, or the cost of temporary equipment or
services, provided that any fines or penalties or other Losses levied or imposed by Governmental
Authorities shall not be excluded under this Section 14.8(a) as special, incidental, indirect,
exemplary, punitive or consequential damages or losses.
(b) Notwithstanding any provision in this Agreement to the contrary, neither
Party shall be liable under this Agreement if and to the extent that the Agreement Limiting
Liability Among Western Interconnected Systems executed by Idaho Power on August 5, 1985
and by PacifiCorp on August 22,1973 (the "UlS._Agreement") is then in effect between the
Parties and expressly limits or precludes such liability. Nothing in this Agreement shall amend
or otherwise affect in any way the terms and conditions of or liability of the Parties under the
WIS Agreement.
ARTICLE XV
PROPRIETARY INFORMATION
l5.l Disclosure of Proprietar.v Information Prohibited. Any Proprietary Information of
aParty (whether in its capacity as Owner or Operator) (the "Transferor") which is disclosed to or
otherwise received or obtained by the other Party (whether in its capacity as Owner or Operator)
(the "Transfereg') incident to this Agreement shall be held in confidence and the Transferee shall
not (subject to Sections 15.2, 15.3 and _15J.) publish or otherwise disclose any Proprietary
Information of the Transferor to any Person for any reason or purpose whatsoever, or use any
Proprietary Information for any purpose other than performance under this Agreement, without
the prior wriffen approval of the Transferor, which approval may be granted or withheld by the
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel42
EXECUTION T/ERSION
Transferor in its sole discretion. Without limiting the generality of the foregoing, each
Transferee shall observe at a minimum the same safeguards and precautions with regard to the
Transferor's Proprietary lnformation which the Transferee observes with respect to its own
information of the same or similar kind.
15.2 Disclosure by Representatives. Each Transferee agrees that it will make available
Proprietary Information received from a Transferor to its own Representatives only on a need-to-
know basis and in compliance with Governmental Requirements, and that all Persons to whom
such Proprietary Information is made available will be made aware of the confidential nature of
such Proprietary Information, and will be required to agree to hold such Proprietary Information
in confidence in accordance with the terms hereof and in compliance with Govemmental
Requirements.
15.3 Permitted Disclosures. Not'rithstanding anything to the contrary contained in this
Article XV:
(a) A Transferee may provide any Proprietary Information to any
Governmental Authority having jurisdiction over or asserting a right to obtain such information,
provided that: (i) such Govemmental Authority orders that such Proprietary Information be
provided; and (ii) unless prohibited from so doing by Govemmental Requirements, the
Transferee promptly advises the Transferor of any request for such information by such
Governmental Authority and cooperates in giving the Transferor an opportunity to present
objections, requests for limitation, and/or requests for confidentiality or other restrictions on
disclosure or access, to such Governmental Authority.
(b) A Transferee may, to the extent required, disclose Proprietary Information
to any Governmental Authority in connection with the application for any Governmental
Authorization; rygfu! that unless prohibited from so doing by Governmental Requirements,
the Transferee shall provide the Transferor prior written advance notice of such disclosure and
the Proprietary Information that is to be disclosed.
(c) A Transferee may disclose such Proprietary Information regarding the
existence and terms of this Agreement as such Transferee deems necessary to enable it to comply
with the Securities Exchange Act of 1934, or the rules, regulations and forms of the Securities
and Exchange Commission, issued thereunder or the applicable rules of any stock exchange, or
as otherwise required by Govemmental Requirements.
15.4 Injunctive Relief. In the event of a breach or threatened breach of the provisions
of this Article XV by any Transferee, the Transferor shall be entitled to an injunction restraining
the Transferee from such breach or threatened breach. Nothing contained herein shall be
construed as prohibiting the Transferor from pursuing any other remedies available at law or
equity for such breach or threatened breach of this Agreement.
15.5 Publicitv. Any public relations matters, including public announcements and press
releases or similar publicity, arising out of or in connection with the terms of this Agreement or
the transactions contemplated herein, shall be coordinated and agreed to between the Parties
prior to said announcement or release.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 43
EXECUTION VERSION
15.6 Proprietarv Information Defined. For purposes of this Agreement, "Prgpfiglgly
Information" means all information, written or oral, which has been or is disclosed by the
Transferor, or by any Representative of the Transferor, or which otherwise becomes known to
the Transferee, or to any Representative of such Transferee, or any other party in a confidential
relationship with, the Transferee, in each case, incident to this Agreement, and which: (a) relates
to matters such as patents, trade secrets, research and development activities, draft or final
contracts or other business arrangements, books and records, budgets, cost estimates, pro forma
calculations, engineering work product, environmental compliance, vendor lists, suppliers,
manufacturing processes, energy consumption, pricing information, private processes, and other
similar information, as they may exist from time to time; (b) and the Transferor expressly
designates in writing to be confidential, provided that "Proprietar.v Information" shall exclude
information falling into any of the following categories:
(i) lnformation that, at the time of disclosure hereunder, is in the
public domain, other than information that entered the public domain by breach of this
Agreement by Transferee or any of its Representatives;
(ii) Information that, after disclosure hereunder, enters the public
domain, other than information that enters the public domain by breach of this Agreement by
Transferee or any of its Representatives;
(iii) Information, other than that obtained from third-parties, that prior
to disclosure hereunder, was already in Transferee's possession, either without limitation on
disclosure to others or subsequently becoming free of such limitation;
(iv) lnformation obtained by Transferee from a third-party having an
independent right to disclose the information; or
(v) Information that is available through independent research without
use of or access to the Proprietary Information.
15.7 Survival. The provisions of this Article XV shall continue in full force and effect
during the Term and for a period of two (2) years thereafter, notwithstanding the termination of
this Agreement, with respect to any Proprietary tnformation obtained by any Transferee prior to
such termination.
ARTICLE XVI
TAXES
16.1 No Parfirership. Nothing in this Agreement shall be deemed to create or
constitute a parhrership, joint venture or association between the Owners. Each Owner agrees
and covenants that it shall not take or omit to take any action or reporting position with any
Governmental Authority contrary to this Section 16.1.
16.2 761 Election. The Owners intend that, as tenants in common and owners of
undivided Ownership Interests, for United States income tax purposes the Owners shall elect in
accordance with the provisions of section 761 of the Intemal Revenue Code of 1986, as amended
("Code"), and the applicable income tax regulations thereunder ("Begul4iqng"), to be excluded
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel44
EXECUTION VERSION
from all of the provisions of Subchapter K of the Code upon the first occasion in which such
election may be filed under these Regulations and that, if such election is not filed, this
Agreement shall constitute an election under Regulations section 1.761-2(b)(2)(ii) to be excluded
from all of the provisions of Subchapter K of the Code and the applicable Regulations, beginning
with the first year of the creation of the tenancy in common as contemplated by this Agreement
and that no Owner shall object to any such election.
16.3 Responsibility for Taxes. It is the intent of the Owners that so far as possible,
each Owner shall separately report, promptly and timely file returns with respect to, be
responsible for and pay all property, income, franchise, business, or other taxes or fees
("Taxes"), arising out of its Ownership Interests and the matters contemplated by this
Agreement, that such Taxes shall be separately levied and assessed against each Owner severally
and that each Owner shall be solely responsible for and shall pay all such Taxes so levied and
assessed against it without any responsibility of the other Owner with respect thereto and without
the amounts thereof being paid and apportioned between the Owners under this Agreement. To
the extent that Taxes (such as property, payroll, sales and use Taxes) may be levied or assessed
against the Transmission Facilities, their operation or the Owners in such a manner as to make
impossible the carrying out of the foregoing provisions of this Section 16.3, then either Operator
shall report, file returns with respect to and pay such Taxes and each Owner shall immediately
reimburse such Operator for each such Owner's Pro Rata Share (based on its applicable
Ownership Interest(s)) of such Taxes; ry4!91!, however, that sales and use tax included in
Other Costs or in the Monthly Transmission Facilities O&M Charge, the Monthly Substation
O&M Charge or the Monthly Common Equipment Charge shall be recovered by the Operator
pursuant to Section 4.7. Neither Operator shall have any obligation to contest or to seek refund
of such Taxes; provided, however, that each Operator may, by its personnel or counsel of its
selection, pursue such administrative or court proceedings as the Operator may determine. Each
Owner shall on request pay to the Operator such Owner's Pro Rata Share (based on its applicable
Ownership Interest(s)) of the costs of such proceedings and shall share in any savings resulting
from such proceedings in the same proportion. Each Owner agrees to cooperate with the other
Owner with respect to reasonable requests for information or other matters with respect to Taxes.
16.4 Indemnification. Each Owner (the "Tax Indemniffing Party'') shall indemniff and
hold harmless the other Owner (the "Tax Indemnitee Party"), on an after-tax basis, from and
against any Taxes (including any interest or penalties) imposed on such Tax Indemnitee Party or
the Transmission Facilities or any part thereol to the extent such Taxes are the responsibility of
the Tax Indemniffing Party pursuant to this Article XVI.
16.5 Determination of Depreciation and Other Matters. Each Owner shall determine
the basis and method it will use for purposes of depreciation and other matters where investment
of the Transmission Facilities or Common Equipment is relevant.
ARTICLE XYII
DISPUTES
17.l Exclusive Procedure. Any dispute, controversy or claim arising out of or relating
to this Agreement or the breach, interpretation, termination, performance or validity of this
Agreement (each, a "Di!@") shall be resolved pursuant to the procedures of this Article XVII.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 45
EXECUTION VERSION
17.2 Dispute Notices. If a Dispute arises between the Parties, then either Party may
provide wriffen notice thereof to the other Pnty, including a detailed description of the subject
matter of the Dispute (the "Dispute_Ne!ig9";. Any Party may seek a preliminary injunction or
other provisional judicial remedy if such action is necessary to prevent irreparable harm or
preserve the status quo, in which case the Parties nonetheless will continue to pursue resolution
of the Dispute pursuant to this Article XVII.
17.3 Informal Dispute Resolution.
(a) The Parties shall make a good faith effort to resolve any Dispute by
prompt negotiations between the Party's representative so designated in writing to the other
Party (each a "ManaEI"). If the Managers are not able to resolve the Dispute within thirty (30)
days after the date of the Dispute Notice, then they shall refer the matter to the designated senior
ofEcers of their respective companies (the "ExEcuttve(0"), who shall have authority to seffle the
Dispute. If the Executives are not able to resolve the Dispute within sixty (60) days after the
date of the Dispute Notice, then the Dispute shall be resolved pursuant to Section 17.4.
(b) All negotiations, communications and writings exchanged between the
Parties pursuant to this Article XVII shall be treated and maintained as Proprietary lnformation,
shall be treated as compromise and settlement negotiations for purposes of the federal and state
rules of evidence, and shall not be used or referred to in any subsequent adjudicatory process
between the Parties, including at FERC, either with respect to the current Dispute or any future
Dispute between the Parties.
17.4 Submission ofDispute to FERC or Approved Courts. If a Dispute cannot be
seffled amicably between the Parties pursuant to Section 17.3, then any Party may, in its sole
discretion, within one (l) year after the conclusion of the time period for informal dispute
resolution specified in Section 17.3, submit such Dispute (a) to FERC or (b) to the jurisdiction of
the state courts situated in the State of Idaho or the United States District Court for the District of
Idaho (the "Ap@ved Courts"). Each of the Parties, in its capacity as an Owner and Operator,
consents to and accepts for itself and in respect of its property, generally and unconditionally, the
exclusive jurisdiction of the Approved Courts and appellate courts from any appeal thereof, and
irrevocably waives any objection which it may now or hereafter have to the jurisdiction of the
Approved Courts. Each of the Parties, in its capacity as an Owner and Operator, further
irrevocably waives, to the fullest extent permitted by law, any objection that it may now or
hereafter have to the laying of venue of any suit, proceeding or other action brought pursuant to
this Article XVII in any of the Approved Courts, and irrevocably waives, to the fullest extent
permitted by law, and agrees not to plead or claim in any such Approved Court that any suit,
proceeding or other action brought therein has been brought in an inconvenient forum.
17.5 Continued Performance. During the pendency of any Dispute, each Party shall
continue to perform all of its respective obligations under this Agreement.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 46
EXECUTION VERSION
ARTICLE XVIII
ASSIGNMENT
18.l Prohibited Transfers and Assierrments. Neither Party shall have the right to
transfer, assign, sell or otherwise dispose of (collectively, "Tranqfiil"), in whole or in part, its
interest in this Agreement, including its rights, duties and obligations hereunder, nor to Transfer,
in whole or in part, its Ownership Interests (or Directional Capacity Allocation Percentages and
Directional Capacity Allocations) in the Transmission Facilities or Common Equipment, except
as permitted under this Article XVIIL
18.2 Permitted Assisrments and Transfers. Subject to Section 18.3, the restrictions set
forth in Section 18.1 shall not restrict:
(a) Dispositions and sales of equipment or facilities by either Operator
incident to renewals or replacements of the Transmission Facilities or Common Equipment;
(b) The right of an Owner to subject any of its Ownership Interests (or
Directional Capacity Allocation Percentages and Directional Capacity Allocations) to the lien of
any mortgage upon all or a portion of its own physical electric utility property or to otherwise
collaterally assign its rights and obligations in this Agreement to a lender or other person
providing financing to the Owner;
(c) The right of an Owner to Transfer voluntarily all of its Ownership
Interests (and Directional Capacity Allocation Percentages and Directional Capacity Allocations)
and all of its rights and obligations in this Agreement (including as part of such Transfer, all of
its rights and obligations in this Agreement as an Operator) in connection with any sale, merger
or other transfer of substantially all of such Owner's electric transmission facilities as an
operating entity; ryglgd, however, that the effectiveness of such Transfer shall be conditioned
upon the transferee: (i) agreeing in writing, in form and substance reasonably satisfactory to the
other Owner, to assume all of the rights and obligations of the transferring Owner (including, all
of its rights and obligations in this Agreement as an Operator) as of the transfer date; and (ii)
qualiffing as a Qualified Owner on the transfer date;
(d) The right of an Owner to Transfer voluntarily all of its Ownership
Interests (and Directional Capacity Allocation Percentages and Directional Capacity Allocations)
and all of its rights and obligations in this Agreement (including as part of such Transfer, all of
its rights and obligations in this Agreement as an Operator) to an Affiliate of such Owner which
owns all or substantially all of the transmission facilities of such Owner; ry41e<!, however, that
the effectiveness of such Transfer shall be conditioned upon the transferee: (i) agreeing in
writing, in form and substance reasonably satisfactory to the other Owner, to assume all of the
rights and obligations of the transferring Owner (including, all of its rights and obligations in this
Agreement as an Operator) as of the transfer date; and (ii) qualifying as a Qualified Owner on
the transfer date;
(e) The right of any Owner to Transfer voluntarily all of its Ownership
Interests (and Directional Capacity Allocation Percentages and Directional Capacity Allocations)
and all of its rights and obligations in this Agreement (including as part of such Transfer, all of
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel4T
EXECUTION T/ERSION
its rights and obligations in this Agreement as an Operator) to a third party; provided that: (i) the
other Owner, in its sole discretion, approves such Transfer and approves the third-party
purchaser as having demonstrated that it is financially and technically capable of performrng the
transferring Owner's (and Operator's) obligations under this Agreement; and (ii) the other
Owner is offered the right of first refusal to purchase all of such Ownership Interests (and
Directional Capacity Allocation Percentages and Directional Capacity Allocations) and Common
Equipment and all of the transferring Owner's rights and obligations in this Agreement
(including as part of such Transfer, all of its.ights and obligations in this Agreement as an
Operator), on terms no less favorable than those offered to such proposed third-party purchaser;
provided, however, that the effectiveness of such Transfer shall be conditioned upon the third-
party purchaser: (A) agreeing in writing, in form and substance reasonably satisfactory to the
other Owner, to assume all of the rights and obligations of the transferring Owner (including as
part of such Transfer, all of its rights and obligations in this Agreement as an Operator) as of the
transfer date; and (B) qualiffing as a Qualified Owner on the transfer date; and
(0 The right of an Owner to post, sell or make available for scheduling
transmission capacity or schedule energy in accordance with Sections 3.2(b) and3.2(.c\, unless
otherwise mutually agreed to in writing in advance by the other Owner.
18.3 FERC Approval. Any Transfer pursuant to Section 18.2 that is subject to FERC
approval shall not take effect until FERC has approved such Transfer and has made it effective.
ARTICLE XIX
IVtrSCELLANEOUS
19.1 Notices.
(a) Any notice, demand, request or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and signed by the Owner or
Operator giving such notice, demand, request or other communication and shall be hand
delivered or sent by certified mail, return receipt requested, or overnight courier to the other
Owner and/or Operator at the address set forth below:
If to Idaho Power as Owner:Idaho Power Company
l22l West Idaho Street
Boise, D 83702
Atfir: Director, Load Serving Operations
Telephone: [phone]
Idaho Power Company
1221 West Idaho Street
Boise, D 83702
Attn: Legal Department
Telephone: [phone]
Idaho Power Company
l22l West Idaho Street
With a copy to:
If to Idaho Power as Operator:
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 48
With a copy to:
EXECUTION VERSION
Boise, D 83702
Attn: Director, Load Serving Operations
Telephone: [phone]
Idaho Power Company
l22l West Idaho Street
Boise,ID 83702
Attn: Legal Department
Telephone: [phone]
PacifiCorp
825 NE Multnomah Street, Suite 1600
Portland, OR97232
Attn: Director, Transmission Service
Telephone: [phone]
PacifiCorp
825 NE Multnomah Street, Suite 2000
Portland, OR97232
Attn: Legal Department
Telephone: 503-8 I 3-5854
PacifiCorp
825 NE Multnomah Street, Suite 1600
Portland, OR97232
Atbr: Director, Transmission Service
Telephone: [phone]
PacifiCorp
If to PacifiCorp as Owner:
With a copy to:
If to PacifiCorp as Operator:
With a copy to:
825 NE Multnomah Street, Suite 2000
Portland, OR97232
Atfir: Legal Department
Telephone: [phone]
(b) Each Party shall have the right to change the place to which any notice,
demand, request or other communication shall be sent or delivered by similar notice sent in like
manner to the other Party. The effective date of any notice, demand, request or other
communication issued pursuant to this Agreement shall be when: (i) delivered to the address of
the Party personally, by messenger, by a nationally or internationally recognized ovemight
delivery service or otherwise; or (ii) received or rejected by the Putty, if sent by certified mail,
return receipt requested, in each case, addressed to the Party at its address and marked to the
attention of the person designated above (or to such other address or person as a Party may
designate by notice to the other Party effective as of the date of receipt by the other Putty).
19.2 Parties Bound. This Agreement shall be binding upon each of the Parties and their
respective successors and permitted assigns.
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 49
EXECUTION VERSION
19.3 Amendments.
(a) Except as otherwise provided in Section 19.3(c), this Agreement may not
be amended, supplemented or otherwise modified, other than pursuant to an instrument in
writing executed by the Parties.
(b) Absent agreement of both Parties to the proposed change and except as
otherwise provided in Section 19.3(c), the standard of review for changes to this Agreement
proposed by a Party, or FERC acting sua sponte, shall be the "public interest" standard of review
set forth in United Gas Pipe Line Co. v. Mobile Gas Service Corp., 350 U.S. 332 (1956) and
Federal Power Commission v. Sierra Pacific Power Co., 350 U.S. 348 (1956); provided that the
standard of review for any modification to this Agreement requested by non-contracting third
parties shall be the most stringent standard permissible under then-applicable Governmental
Requirements.
(c) Nothing contained in this Agreement shall be construed as affecting in any
way the right of either Party to unilaterally make application to FERC under Section 205 or
Section 206 of the Federal Power Act for a change in the charges set forth in this Aereement. It
is the intent of the Parties that the standard of review that FERC will apply to any such unilateral
application shall be the just and reasonable standard of review rather than the "public interest"
standard of review.
(d) An amendment that is subject to FERC approval shall not take effect until
FERC has accepted such amendment for filing and has made it effective.
19.4 Waivers. No waiver by any Party of any one or more breaches or defaults by the
other Party in the performance of any of the provisions of this Agreement shall be construed as a
waiver of any other breaches or defaults whether of a like kind or different nature. Any delay,
less than any applicable statutory period of limitations, in asserting or enforcing any rights under
this Agreement shall not be deemed a waiver of such rights. Failure of any Party to enforce any
provisions hereof shall not be construed to waive such provision, or to affect the validity of this
Agreement or any part thereof, or the right of the other Party thereafter to enforce each and every
provision thereof.
19.5 Choice of Law.
(a) This Agreement, the rights and obligations of the Parties under this
Agreement, and any claim or controversy arising out of this Agreement (whether based on
contract, tort, or any other theory), including all matters of construction, validity, effect,
performance and remedies with respect to this Agreement, shall be governed by and interpreted,
construed, and determined in accordance with, the laws of the State of Idaho (regardless of the
laws that might otherwise govern under applicable principles of conflicts of law).
(b) TO TIIE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WATVES A}TY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WATVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 50
EXECUTION VERSION
WAIVED WITH ANY OTTMR ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WATVED.
19.6 Headines. Article and Section headings used in this Agreement (including
headings used in any Exhibits or Schedules attached hereto) are for convenience of reference
only and shall not affect the construction of this Agreement.
19.7 Relationship of Parties. The covenants, obligations, and liabilities of the Owners
are intended to be several and not joint or collective, and nothing herein contained shall be
construed to create an association, joint venture, trust or partnership, or to impose a trust or
parfirership covenant, obligation or liability on or with regard to any of the Owners. Each Owner
shall be individually responsible for its own covenants, obligations and liability as herein
provided. No Owner shall be under the control of, or shall be deemed to control, the other
Owner. Neither Owner shall have the right or power to bind the other Owner without its express
written consent.
19.8 Severability. In the event that any provision of this Agreement or the application
thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or
unenforceable, the remainder of this Agreement will continue in full force and effect and the
application of such provision to other persons or circumstances will be interpreted so as
reasonably to effect the intent of the Parties. The Parties further agree to replace such illegal,
void or unenforceable provision of this Agreement with a valid and enforceable provision that
will achieve, to the extent possible, the economic, business and other purposes of such illegal,
void or unenforceable provision.
19.9 No Third Party Beneficiaries. Nothing expressed or implied in this Agreement is
intended to nor shall be construed to confer upon or give to any Person (other than the Parties)
any rights or remedies under or by reason of this Agreement or any transaction contemplated
herein.
19.10 Further Assurances. Each Party agrees to execute and deliver from time to time
such additional documents, and take such additional actions, as may be reasonably required by
the other Party to give effect to the purposes and intent hereof.
19.1I Conflict of Interest. Nothing in this Agreement shall prohibit any Party from
engaging in or possessing any interest in other projects or business ventures of any nature and
description, independently or with others.
19.12 Exhibits and Schedules. The Exhibits and Schedules to this Agreement are
identified as follows, and are incorporated herein by this reference:
Exhibit A
Exhibit B
Exhibit C
Description of PacifiCorp Common Equipment
Description of Idaho Power Common Equipment
Ownership lnterests; Directional Capacity Allocations; Directional
Capacity Allocation Percentages
JOINT OWNERSHIP AND OPERATING AGREEMENT Page | 5l
Exhibit D
Exhibit E
Exhibit F
Schedule 13.1(0
Schedule 13.2(f)
EXECUTION I/ERSION
Monthly Transmission Facilities O&M Charge; Monthly O&M
Equipment Charge
Department of Energy Equipment Located in the Antelope
Substation
Acquisition Costs
Idaho Power Governmental Authorizations
Pacifi Corp Governmental Authorizations
19.13 Counterparts. This Agreement may be executed in one or more counterparts, each
of which shall be original, and all of which together shall constitute one agreement. Electronic
transmission of any signed original document, and retransmission of any signed electronic
transmission, shall be the same as delivery of an original. At the request of either Party, the
other Party will confirm electronically transmitted signatures by signing an original document.
19.14 Entire Agreement. This Agreement and the Exhibits and Schedules attached
hereto, and the other documents between the Parties referenced herein constitute the entire
agreement between the Parties and supersede all prior agreements and understandings, whether
oral and written, between the Parties with respect to the subject matter hereof. There are no oral
understandings, terms or conditions and the Parties have not relied upon any representation or
warranty, expressed or implied, not contained in this Agreement.
ISTGNATURE PAGE FOLLOWSI
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagel52
EXECUNON YERSION
IN WITNESS WHEREOF, each of the Parties has caused its duly authorized
representative to execute this Joint Ownership and Operating Agreement as of the date first
above written.
PACIFICORP,
AS OWNER AND OPERATOR
By:
Name:
Title:
By:
Name:
Title:
RRrvz,cr
@,ac h,ler<
IDAHO POWER COMPANY,
AS OWNER AND OPERATOR
W,YYd
JOINT OWNERSHIP A}.ID OPERATING AGREEMENT Page | 53
EreCUTION YERSION
IN WITNESS WHEREOF, each of the Parties has caused its duly authorized
representative to execute this Joint Ownership and Operating Agreement as of the date first
above written.
PACIFICORP,
AS OWNER AND OPERATOR
By:
Name:
Title:
IDAHO POWER COMPANY,
AS OWNER AND OPERATOR
By:
Name: Darre1 T. Anderson
Title: President & CEO
JOINT OWNERSHIP AND OPERATING AGREEMENT Pagc | 53
Location: 085025 - AnteloDe Substation. lD
Asset FERC Class Asset Description 2nd Line of Description
40477637 35205 AIR CONDITIONER ER 85-6998
300s8712 39729 ANALOG CHANNEL CAATS #100697
30020151 39729 ANALOG CHANNEL ER 100964
30020143 39729 ANALOG CHANNET ER 3394350
30020161 39729 ANALOG CHANNEI.CAATS #104205
30020145 39729 ANALOG CHANNET ER 3639465
30032507 39729 ANALOG CHANNEL MODEM & TERM UNIT (ANALOG)GMNGER/TELUBS FXS. PROJECT 65543
40077704 35321 BATTERY AND RACK ER 393884 Over 100% CIAC
30020149 39735 BATTERY CHARGER ER 5057
40077709 35321 BATTERY CHARGER ER 393884 Over 100% CIAC
40051027 35201 CABTE TRAY TIDM/200slc/o7l
40077678 35317 CABLE TRENCH ER 85-5859
30042062 39750 CELLUI.AR TELEPHONE (10761)rtou/20041c/oLg
40078957 35227 CLEARING, GRADING, & FILt MATERIAL (SURF wBs TzP R/2009/C/TR 1/10038830
40069400 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 393041
30036924 39735 COMMUNICATIONS BATTERY BANK TIDMl20o2lC/ROFIOLT
40069820 35317 CONDUIT TZP Rl 2007 I CITR6 I LOO34/,2[
40077679 35317 CONDUIT ER 85-6859
40069480 35317 CONDUIT TtDMl2004/C/OO4{07
40077623 35201 CONTROL BUILDING ER 85-8606
40069398 35301 CURRENT TRANSFORMER ER 86-6888
40037997 3s319 DIGITAT FAULT RECORDER DREX|t999lCl072lOL
30020155 39729 DIGITAT MULTIPLEX SYSTEM CAATS #106293
40069401 35227 FENCE & GATES ER 393041
40077624 35227 FENCE & GATES ER 85-8606
30020157 397L7 FIBER OPTIC CABLE CMTS #106293
30020159 397L7 FIBER OPIC/TMNSMITTER RECEIVER SET CMTS #106293
30034104 397t7 FIBER OPTIC/TRANSMITTER RECEIVER SET CAATS #39063 WBS DSHE/1999/C/064
40077685 3s32s GROUND GRID SYSTEM ER 85-6859
40069402 3s315 GROUND SWITCH ER 85-6859
40077632 35205 Heat PumD ER 6167
40077687 35325 INSULATED PLATFORM 10'ER 85-6859
40077686 35325 INSUI.ATED PLATFORM 4'ER 85-6859
400534s7 35325 INSULATED PLATFORM 4'ER 85-8606
40053458 35325 INSUIATED PI-ATFORM 6'ER 85-8606
4002647L 35341 INTERPOSINON CABINET ER 85-6805
40077634 35229 LIGHTING FIXTURE/SYSTEM ER 85-8606
40077692 35329 LIGHTING FIXTURE/SYSTEM ER 85-6859
40077677 35329 LIGHTING FIXTURE/SYSTEM ER 86-6859
EXECUTION VERSION
EXHIBIT A
Description of PacifiCorp Common Equipmentl
I An updated list of PacifiCorp's Common Equipment that reflects any changes in
PacifiCorp's Common Equipment between the Execution Date and the Effective Date shall be
mutually agreed to by the Parties pursuant to the JPSA and the updated list shall replace the
above list effective as of the Effective Date.
JOINT OWNERSHIP AND OPERATING AGREEMENT -DGIIBIT A Page | 54
EXECUTION VERSION
40077635 35229 LIGHTING FITTURE/SYSTEM ER 85-8606
40053472 35327 LIGHTNING ARRESTER 192KV ER 85-8606
40045539 35341 METER wBS TrDM/2003 /C/O27 lOL
40004900 35319 OSCILLOGRAPH ER 383741 ROCHESTER SN 38960
40055763 35327 POWER AND CONTROL CABLE wBs rDM/200s/cloL3/o02
40053473 3s327 POWER AND CONTROL CABLE ER 85-8606
40049274 35327 POWER AND CONTROL CABLE TtoM12003lcl006
40077691 35327 POWER AND CONTROL CABLE ER 85-6859
40069484 35327 POWER AND CONTROL CABLE TIDMl2004/C/004/07
30036182 39738 PROTECTIVE RELAY TERMINAL - RFL 9745 TrDM/2000/c/013
40077644 35319 RELAY AND CONTROL ER 85-6202
40069399 35319 RELAY AND CONTROL ER 86-6888
40077640 35319 RELAY AND CONTROL ER 85-8550
40077645 3s319 RELAY AND CONTROL ER 85-6673
4007764.3 35319 RETAY AND CONTROL ER 85-6397
400776/.7 35319 RETAY AND CONTROL ER 85-7088
40049109 35319 RETAY AND CONTROL wBs TrDM/2004/C/018
40066160 35319 RETAY AND CONTROL ER 85-6119
4007768/.35319 RETAY AND CONTROL ER 85-6859
400557il 35319 RELAY AND CONTROL wBs rDM/200s / c/oL3/002
40038465 35319 RELAY AND CONTROL CAATS #39063 WBS DSHE/1999/C/064
40049275 35319 RELAY AND CONTROL rtDMl2oo3lclo06
4006948s 35319 REI.AY AND CONTROL rDM/2004/cl004/0t
40077649 35341 REMOTE TERMINAL UNIT (SCADA RTU)ER 85-8035
40038308 35341 REMOTE TERMINAL UNIT (SCADA RTU)CMTS #101090
400776/,8 35341 REMOTE TERMINAL UNIT (SCADA RTUI ER 8s-6797.85-6991
40026479 35341 REMOTE TERMINAL UNIT (SCADA RTU}CAATS #103389 LEEDS & NORTHRUP
4002il83 35341 REMOTE TERMINAL UNIT (SCADA RTU}CMTS #105609 HARRIS CONTROs
40026475 35341 REMOTE TERMINAI- UNIT (SCADA RTU}ER 85-6805 LEEDS & NORTHRUP
40078832 35341 REMOTE TERMINAT UNIT (SCADA RTU) EQ# 328118 CMTS #104205 LANDIS & GYR MODEL 5410
40053477 3s227 RETAINING WALL ER 85-8606
40064983 3s201 ROOF TZP R / 2006 / C / LU2 / 700297 88
40026447 35349 SATELLITE CLOC(CMTS #21206
40038013 3s341 SEOUENTIAL EVENT RECORDER cENG/1999/C/062
40053478 35301 STATION SERVICE TRANSFORMER ER 85-8605 GE
40053484 35301 STATION SERVICE TRANSFORMER ER 85-8606 ELEC DRY TYPE
40053482 35301 STATION SERVICE TRANSFORMER 5OKVA ER 85-8606 WEST
40053480 35301 STATION SERVICE TRANSFORMER sOKVA ER 85-8606 GE L4400-249
40053481 35301 STATION SERVICE TRANSFORMER 5OKVA ER 85-8506 GE t2470-277
40077642 35301 STATION SERVICE TRANSFORMER sOKVA ER-85-6167
30036183 39744 TELEPHONE LINE SIGNALTING UNIT. TELLABS /1410 TIDMl2000/c/o73
4004997t 35301 VOLTAGE TRANSFORMER ER 85-8606 WEST
40049960 35301 VOLTAGE TMNSFORMER S/N 69E609 ER 85-8606 230KV
40049958 35301 VOLTAGE TRANSFORMER S/N 69E510 ER 85-8506 230KV
40049959 35301 votTAGE TMNSFORMER S/N 69E614 ER 85-8606 230KV
40049963 35301 VOITAGE TMNSFORMER S/N F669299 ER 85-8505 230KV
40049966 35301 VOLTAGE TRANSFORMER S/N F7O2656 ER 85-8506 230KV
40049967 35301 VOLTAGE TRANSFORMER S/N F702658 ER 85-8506 230KV
30064761 3970000 CY2O13 ANTELOPE SUB COMM EQUIP (C/C 13696)
40082502 3520000 TREX BERM
40082503 3520000 ROADWAY
Location: 064003 - Hurricane Substation, OR
Asset FERC Class Asset Description 2nd Line of Description
40079174 35319 ANNUNCIATOR ER 31-8240-183
JOINT OWNERSHIP AND OPERATING AGREEMENT _EXHIBIT A Page | 55
EXECUTION T/ERSION
40001623 35227 CLEARING, GRADING, & FILL MATERIAT (SURF ER 31-16685-183
40001629 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-16685-183
40001635 35227 CLEARING, GRADING, & FILL MATERIAT (SURF ER 31-455654110
40001599 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-8240-183
400t9242 35317 CONDUIT ER 31-45555-4110
400t9246 35317 CONDUIT ER 31-52228-4310
400t9126 35317 CONDUIT ER 31-8240-183
40001602 35201 CONTROL BUILDING ER 31-8240-183
40019110 35301 CURRENTTRANSFORMER ER 31-8240-183
40001638 35201 EMERGENCY LIGHTING SYSTEM ER 31-455654110
40001611 35201 EMERGENCY LIGHTING SYSTEM ER 31-8240-183
40025836 35343 EOUIPMENT RACK/SHELF ER 31-45598-4077
301046 35010 FEE LAND JV 98
30LO47 35010 FEE I.AND JV 98
40059121 35227 FENCE CMTS wO 49Gr-40920
40001605 35227 FENCE ER 31-8240-183
40019106 35339 FIRE EXTINGUISHER ER 31-8240-183
40019089 35329 FLOODLIGHT ER 31-8240-183
40001626 35227 GATE ER 31-16685-183
40019098 35323 GENERATOR ENCLOSURE ER 31-8240-183
40079189 35325 GROUND GRID SYSTEM ER 31-45565-4110
/rco79190 35325 GROUND GRID SYSTEM ER 31-52228-4310
40079775 35325 GROUND GRID SYSTEM ER 31-8240-183
40059011 35227 ISOTATION LINK PANEL CMTS# 61383
4001908s 35329 LIGHTING FIXIURE/SYSTEM ER 31-8240-183
40001620 35227 LOAD CENTER ER 31-8240-183
4/J,019270 35319 REI-AY AND CONTROL ER 31-455984077
40019302 3s319 REI.AY AND CONTROL ER 31-522284310
'r0079188 3s319 REI-AY AND CONTROL ER 31-@175
40019150 35319 RETAY AND CONTROL ER 31-8240-183
40055951 35319 RETAY AND CONTROL. ILS METER cvtEsl 2004 I cl 07 Ll Lo026626 Jt.s METERS
40058735 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS# 6373s/63741
40025848 35341 REMOTE TERMINAT UNIT (SCADA RTU)ER 31-4s598-4077
'10001617 35227 ROADWAY ER 31-824G183
40001614 35227 SIGN ER 31-8240-183
40019081 35301 STATION SERVICE TRANSFORMER 25KVA JV 98
400882'18 3s30000 BATTERY AND RACK 125VDC eq# 398360
40088249 3530000 BATTERY CHARGER EQ# 4OOO34
40089325 3520000 HVAC (ArR CONDTTTONER)
30060499 3970000 TRANSTATOR CABINET
30060s00 3970000 MODEM ENCTOSURE
Location:238018 - Walla Walla Substation. WA
fuset FERC Class Asset Description 2nd Line of Description
30058943 39747 ANTENNA SYSTEM - VHF FOR TAIT BASE STATION DSYS/2007/C/806/PPWW23 1
30058938 397tL BASE STATION . TAIT TB 81OO DSY S I 2007 / C I 806/P PWW2 3 1
40049636 3s32r BATTERY AND RACK 125VDC DAN A12003/ClORs/10020340 C&D
30058952 39735 BATTERY AND RACK 48V DEKA DSY S / 2007 I C I 806/P PWW2 3
40049637 3s327 BATTERY CHARGER 125VDC ozw A/2003 lcloR5/10020340 |-AMARCHE
30058953 39735 BATTERY CHARGER 48VDC AMERICAN POWER DSY S I 2007 / C I 805/P PWW2 3
30025606 39714 CHANNEL SERVICE UNIT ER 4339
40006235 35227 CLEARING, GRADING, & FILL MATERIAL (SURF CAATS# 62049
40005091 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-11353-283
40006211 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-17074-283
40006151 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-19287-283
JOINT OWNERSHIP AND OPERATING AGREEMENT - EXHIBIT A Page | 56
EXECUTION VERSION
40006203 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 31-8759-283
40006187 35227 CI.EARING, GRADING, & FILL MATERIAL (SURF JV 98
40015768 353]-7 CONDUIT ER 31-11353-283
40015970 353L7 CONDUIT ER 31-13569-283
40016031 35317 CONDUIT ER 31-17074-283
40015873 35317 CONDUIT ER 31-6525-283
40015917 353t7 CONDUIT ER 31-8759-283
40079t77 3s3L7 CONDUIT TZW N2OO9 I CITR4I10038563 BLU E MOUNTAIN L
40005115 35201 CONTROL BUILDING ER 31-11353-283
40006207 35201 CONTROL BUILDING ER 31-11825-284 ADD|TION t2' X 40'
40006155 35201 CONTROL BUILDING ER 31-1297-285
40006163 35201 CONTROL BUILDING ER 31-3032-28s
40006171 35201 CONTROL BUILDING ER 31-6625-283
40006195 35201 CONTROL BUILDING ER 31-8759-283
30047400 397L4 CSU/DSU CAATS# 64711
400L5676 35301 CURRENT TRANSFORMER ER 31-11353-283 WEST
40015857 35301 CURRENT TMNSFORMER ER 31-19287-283
40015825 35301 CURRENT TRANSFORMER ER 31-19287-283 15KV
40015699 35327 CUTOUT ER 31-11353-283
40016063 35327 CUTOUT ER 31-19142-285
300589/$8 397L4 DATA NETWORK ROUTER. CISCO 2811 DSY S / 2007 / C / 806/P PWW23
30058947 39714 DATA NETWORK SWITCH. CISCO ETHERSWITCH DSY S / 2007 I C / 806/P PWW2 3
30044944 39735 DC POWER SUPPLY PANET +see lonq descrip.xFR FR 39702 30025620 PRJ 62917
30058951 39729 DIGITAL CHANNET DSY S I 2007 I C I 806/P PWW 2 3
30055182 39729 DIGITAL MULTIPLEX SYS.IMACS PREMISYS CHANNEL BANK TtwA/2008/c/005 I 70037 97 4
3002s616 39729 DIGITAL MULTIPLEX SYSTEM CAATS 106733
3005895s 39735 EMERGENCY POWER GENERATOR SYSTEM WSAFTEY SWITCH DSY S / 2007 / C / 805/P PWW 2 3
30058950 39726 EQUIPMENT RACIVSHELF DSY S I 2007 I C / 806/P PWW23
30058942 39726 EOUIPMENT RACK/SHELF W/FUSE PANEL DSYS 12007 I Cl 806/PPWW23 1
40006159 35205 FAN SYSTEM ER 31-3726-283
302032 35010 FEE I.AND 1998 BATANCE CONVERSION
302033 3s010 FEE LAND 1998 BALANCE CONVERSION
40006231 3s227 FENCE CMTS wO 504442960
40006239 35227 FENCE CAATS# 62049
40006143 35227 FENCE ER 31-11353-283
40006215 35227 FENCE ER 31-17074-283
40006223 35227 FENCE ER 31-51146-4283
400t5776 35339 TIRE PROTECTION SYSTEM ER 31-11353-283
4000617s 3s22t GATE ER 31-6625-283
40015809 35323 GENERATOR FUETTANK ER3t-7474-285
400L5772 35325 GROUND GRID SYSTEM ER 31-11353-283
400L5974 35325 GROUND GRID SYSTEM ER 31-13569-283
40016035 35325 GROUND GRID SYSTEM ERSr-17074-243
40015837 35325 GROUND GRID SYSTEM ER 31-19287-283
40079779 35325 GROUND GRID SYSTEM TzrN N2OO9 / C/TR4I10038563 BLUE MOU NTAIN T
300s89s4 t9735 GROUNDING GRID DSYS/2007/C/805/PPWW23
40079192 35205 HEAT PUMP TZW Al 2009 / C /rR6/10039983
40006099 35227 LANDSCAPING WSPRINKLING SYSTEM ER 31-11353-283
40005123 3s227 LIGHTING FIxTURE/SYSTEM ER 31-11353-283
40006167 35227 LIGHTING FIXTURE/SYSTEM ER 31.5095-286 FOR CONTROL BUILDING
40015739 35329 LIGHTING FIXTURE/SYSTEM ER 31-11353-283
40016018 35329 LIGHTING FIXTURE/SYSTEM ER31-t7074-2A3
4001584s 3s329 LIGHTING FIXTURE/SYSTEM ER 31-6525-283
40016115 3s327 LIGHTNING ARRESTER 6OKV ER 3145656-4149
40006191 35207 LOAD CENTER ER 31-8130-283
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)(I{IBIT A Page | 57
EXECUTION T/ERSION
30054429 19723 MICROWAVE RADIO TO KENNEWICK EQ #381360 DZW Al 2008 lcl OO2l L003s48L - MOD A84797F1-
30040190 39723 MICROWAVE SYSTEM TO COMBINE HILTS EQ #373072 DwAv2oo4lCloouo3
30047401 397t4 MODEM CAATS# 64711
30045833 39723 MW TOWER tsee lons descrio,XFR fr 39702 30025618 PN 707223
30055181 397]^7 PATCH PANEL FOR FIBER-OPTICS Ttw Al 2OO8 I C I OOS / tO037 97 4
30025612 39732 PLC TRANSMITTER/RECEIVER SET CAATS 52199
40037826 35327 POWER AND CONTROL CAELE CAATS #62665
40016155 35327 POWER AND CONTROL CABLE CMTS# 61140
40015780 35327 POWER AND CONTROL CABLE ER 31-11353-283
40015986 3s327 POWER AND CONTROT CABLE ER 31-13s69-283
40016002 35327 POWER AND CONTROL CABLE ER 31-14122-283
40016051 35327 POWER AND CONTROT CABLE ER3L-t7074-283
40016087 35327 POWER AND CONTROT CABLE ER 31-20078-285
40016107 35327 POWER AND CONTROL CABLE ER 31-3844-296
40016131 35327 POWER AND CONTROL CABLE ER 31-45598-4085
40069613 35327 POWER AND CONTROL CABLE Ttw A12006 / cl oo2/ L003067 9 100% ctAc
40079180 3s327 POWER AND CONTROL CABLE TZW A12o09 lcrrR4l10038553 BLUE MOUNTATN L
30058957 39735 PROPANE STORAGE TANK osY s I 2007 / c I 806/P PWW23
30058946 397tL RADIO CONTROL. DISPATCH OUTPOST CONTROLLER osys 12007 I C1806/PPWW23 AWEC (A/r CONVER
30058944 397tL RADIO CONTROL SYSTEM - TAIT 1541 NODE DSY S / 2007 / C I 806/P PWW2 3
30058941 39711 RADIO CONTROL SYSTEM . TAIT CMM DSYS/2007/C/806/PPWW231 CONTROL MODULE
30058945 39711 RADIO CONTROL SYSTEM - TAIT DAS DSYS/2007/C/806/PPWW23 TAIT DIGITAL AUDI
30058940 3977t RADIO CONTROL SYSTEM - TAIT SMM DSYSI2OOT ICI8O6IPPWW231 SITE MGMT MODULE
40037827 35319 RELAY AND CONTROL CAATS #52665
40079277 3s319 RELAY AND CONTROL CAATS# 60177
40015159 35319 RELAY AND CONTROL CAATS# 61140
40016179 35319 RELAY AND CONTROL CAATS# 62199
40062242 35319 RELAY AND CONTROL CAATS# 64711
40070542 35319 RELAY AND CONTROL DZW Al 2007 / C I DR2l100338s0
40016135 35319 RELAY AND CONTROT ER 31-45598-4085
40069614 35319 RELAY AND CONTROL Ttw A12006 I cloo2l 10030679 100% ctAc
40051649 35319 RETAY AND CONTROL TMGM/2005lC|OO2/OO7
40045019 35319 RETAY AND CONTROL TWAM12000lClOO2/02
'r0039330 35319 RETAY AND CONTROL twam/2000/c/004
40067360 35319 RETAY AND CONTROL wBs rwAM/2006/c/oo8 / Loo30393
400\6L47 35319 RETAY AND CONTROL WEST ryPE LCB.MDAR TONE TRANSFER
40038965 35319 RETAY AND CONTROL TWAM/2000/C/006/01
40056959 35319 REI-AY AND CONTROL - JLS METER cwEs l20ml cloT Ll to026624 )ts M ETERS
40016191 35319 RETAY, INSTRUMENT, OR DEVICE CAATSS 62199
40016195 35319 RE[AY, INSTRUMENT, OR DEVICE CMTS# 62199
40016199 35319 RETAY, INSTRUMENT, OR DEVICE CMTS# 62199
40040993 35341 REMOTE TERMINAL UNIT (SCADA RTU)TW AM I 2OO2I CIO11IB GE HARRIS
40073835 35341 REMOTE TERMINAL UNIT (SCADA RTU}wBs DPrr/2007 / cl 00th00337 83
30058939 39777 RF COMBINER DSySl2007 lCl806lPPWW231 DB SPECTM
40006111 35227 ROADWAY ER 31-11353-283
40006183 35227 ROADWAY ER 31-6625-283
40006243 35201 ROOF CMTS# 63366
40040442 35319 SATELLITE CLOCK WBS TWAM/2OO Tl ClRDF / 7OOO9L83 ARBITER
40016139 35342 SEOUENTIAL EVENT RECORDER ER 31.45598-4085 HATHAWAY
40006103 35227 SIDEWALK ER 31-11353-283
40006107 3s227 SIGN ER 31-11353-283
40015680 35301 STATION SERVICE TRANSFORMER ER 31-11353-283 15KVA & 75KVA
40015751 35301 STATION SERVICE TRANSFORMER ER 31-11353-283 2 25KVA s1,020.30 1 50KV
30025614 39744 TELEPHONE SWITCH CAATS 62199
30044940 39714 TERMINAL CONTROLLER *see lons descrip xFR FR 39702 30025620 PRJ 62917
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page | 58
EXECUTION VERSION
40006227 3s205 UNIT HEATER ER 31-52545.4359 HEAT PUMP
30058955 39735 VOLTAGE CONVERTER DC TO DC 48-12 VDC osY s 12007 I cl 806/PPWW23
40016099 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079240 35301 VOLTAGE TMNSFORMER 14.4KV ER 31-323-385 WEST
4007924L 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079242 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079243 35301 VOLTAGE TMNSFORMER 14.4KV ER 31-323-385 WEST
40079244 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079245 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079246 35301 VOLTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40079247 35301 VOTTAGE TRANSFORMER 14.4KV ER 31-323-385 WEST
40015813 3s301 VOLTAGE TRANSFORMER I-0468 S/N 61E995 EQ# 321330 ER 31-11353-283 WEST 69W
40079t42 35301 VOLTAGE TRANSFORMER S/N 0941582001 EQ# 383187 TZW Al 2009 I Clf R4/10038s53 BLU E MOU NTA| N L
40079183 35301 VoLTAGE TRANSFORMER S/N 0941582002 EQf 383188 TZW A12009 /C/TR4l10038s53 BLUE MOUNTATN L
40079183 35301 VoLTAGE TRANSFORMER S/N 0941582002 TNSTALL COSTS TZW A12009/C/TR4l10038s63 BLUE MOUNTATN r
40079t84 35301 VOTTAGE TMNSFORMER S/N 0941582003 EQ# 383189 TZW N2009/ClTR4l10038s63 BLUE MOUNTATN r
40079t84 35301 VOLTAGE TRANSFORMER S/N 09415825003 INSTALL COSTS lZW N2009 lCtTR4l10038563 BLUE MOUNTATN L
40079t82 35301 voLTAGE TRANSFORMER S/N 094182001 TNSTALL COSTS TZW N2OO9 / C/TR4I10038563 BLU E MOUNTAI N L
30040401 39729 WALLA WALLA CHANNEL CARDS FOR PARTY LINE CONNECTN TWAM/200slc/030
30046553 39753 WALLA WALLA COMMUNICATIONS ROOM AIR CONDITIONER ow AL/ 2006 I cl DR9/10029455
30040188 39747 WALLA WALLA SUB ANTENNA SYSTEM owAu2004/cloot/03
30054430 39747 WALLA WALLA SUB ANTENNA SYSTEM ozw A / 2008 / c / oo2 / L003s48t
30040189 39729 WALLA WALLA SUB MULTIPLEX SYSTEM owAu2004/c/oot/o3
30040191 39747 WALLA WALLA SUB RADOME DWAL/2004/ClOOtl03
30040192 39747 WALLA WALTA SUB WAVEGUIDE MATERIALS DwAv2004/clm1/o3
30044266 397t]-WW SUB GROUP PENDLETON RADIO CONTROL SYS #360705 DZWW / 2OO2 / C / D U5/10013392
40083979 3520000 SORBWEB BERM
40084368 3530000 RETAY AND CONTROL
40084398 3s30000 RELAY AND CONTROT
40084773 3s30000 RELAY AND CONTROT
40085983 3s30000 RELAY AND CONTROL
40086984 3530000 RELAY AND CONTROL
30060484 3970000 PLC TRANSM ITTER/RECEIVER SET
30061183 3970000 CY2O11 WALLA 2 SUB COMMUNICATION EQUIP rclcB749I
30064194 3970000 CY2O13 WALLA WALLA SUB COMM EQUIP (C/C L37471
30065027 3970000 CY2O13 WALLA WALLA SUB COMM EQUIP rclcL37491
Location: 085023 - Jefferson Substation, lD
Asset FERC Class Asset DescriDtion 2nd Line of Descriotion
30020049 39729 ANATOG CHANNEL CAATS #29638
30020043 39729 ANALOG CHANNEL ER 100388
300587t7 39729 ANALOG CHANNEL ER 3394384
30020035 39729 ANALOG CHANNEL ER 3429610
30020039 39729 ANALOG CHANNEL ER 3539473
30020037 39729 ANALOG MULTIPTEX SHELF ER 3429610
30020057 39747 ANTENNA SYSTEM CMTS #106921
40048363 35321 BATTERY AND RACK 125VDC wBs DZPR/2004/C/DR5/10021825 C&D
30055030 39735 BATTERY AND RACK 48V EO# 386004 DZP R / 2009 I C / OR9/10039402
40048364 35321 BATTERY CHARGER 135VDC wBs DZPR/2004/C|OR5/ 10021825 C&D 35A
40068066 35317 CABLE TRENCH ER 85-7780
40077566 35317 CABLE TRENCH ER 85-8138
40051983 35317 CABLE TRENCH ER 85-8534
40077563 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-8138
40051981 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-8534
300200s1 39741 COMPUTERIZED DIAL EXCHANGE CMTS #103068
JOINT OWNERSHIP AND OPERATING AGREEMENT - EXHIBIT A Page | 59
EXECUTION T/ERSION
40077659 3s317 CONDUIT ER 101131
40068067 353L7 CONDUIT ER 85-7780
4007756I 35201 CONTROL HOUSE ER 85-7780
40077594 35301 CURRENT TRANSFORMER ER 83-8355
40077568 35301 CURRENTTRANSFORMER ER 85-8138
300200s9 39723 DEHYDRATOR SYSTEM CAATS #106921
301873 35010 FEE LAND IDJI-0034 ER 85-7780
40078966 35227 FENCE ER 85-7780 INTERIOR TENCE AROUND REACTORS
40077580 35227 FENCE & GATES ER 85-8138
40068100 35325 GROUND GRID SYSTEM ER 85-7780
40068101 35325 GROUND GRID SYSTEM ER 85-7780
40077582 3s325 GROUND GRID SYSTEM ER 85-8138
40077583 35315 GROUND SWITCH ER 85-8138
40077615 35325 INSUI-ATED PI.ATFORM ER 85-6557
400681()4 3s32S INSUTATED PTATFORM 12'ER 85-7780
4007758s 35325 INSUTATED PTATFORM 14'ER 85-8138
40051986 3532s INSUTATED PTATFORM 14'ER 85-8534
40068102 35325 INSUTATED PLATFORM 4'ER 85-7780
4007758r'.35325 INSUTATED PI.ATFORM 4'ER 8s-8138
40051985 35325 INSUTATED PTATFORM 4'ER 85-8534
40068103 35325 INSUTATED PTATFORM 5'ER 85-7780
40077549 35325 INSUTATED PTATFORM 5'ER 85-8137
40077663 35329 LIGHTING FIXTURE/SYSTEM ER 101131
4007760t 35329 LIGHTING FIXTURE/SYSTEM ER 83-8355
40068130 35329 LIGHTING FIXTU RE/SYSTEM ER 85-7780
40078831 ts327 LIGHTNING ARRESTER 15lKV TZP R I 2008 I C lr R6/1003 s3o4
40078830 35327 LIGHTNING ARRESTER 34.5KV TZP R I 200,8 / C lT R6/1003 s3o4
40077602 35327 POWER AND CONTROL CABLE ER 83-8355
40077618 35327 POWER AND CONTROL CABLE ER 85-6557
40068109 35327 POWER AND CONTROL CABLE ER 85-7780
40077590 35327 POWER AND CONTROL CABTE ER 85-8137
40051989 t5327 POWER AND CONTROL CABLE ER 85-8534
30020045 39738 PROTECTIVE RETAYING RECEIVER ER 100388
30020047 39738 PROTECTIVE REI.AYING TMNSMITTER ER 100388
30020061 39723 RADIO (RF) TO MENAN BUTTE EQ# 333534 ER 6-3360
400776il 35319 REI.AY AND CONTROL ER 101131
40077653 35319 RELAY AND CONTROL ER 383764
40077641 35319 RELAY AND CONTROL ER 393s87
40077603 3s319 RELAY AND CONTROL ER 83-8355
40077612 35319 RELAY AND CONTROL ER 8s-6403
40077629 35319 RELAY AND CONTROL ER 85-5670
40077633 35319 RELAY AND CONTROL ER 8s-6892 & 85-6906
4006803s 35319 RELAY AND CONTROL ER 85-7780
40068093 35319 RELAY ANO CONTROL ER 85-7780
40077586 35319 RELAY AND CONTROL ER 85-8138
40051991 35319 REI.AY AND CONTROL ER 85-8534
40051990 35319 REIAY AND CONTROL ER 85-8534
40048224 35319 RELAY AND CONTROL TIDMl2003/ClO32lO1
40058887 35341 REMOTE TERMINAT UNIT (SCADA RTU)CAATS #104220
40077657 35341 REMOTE TERMINAT UNIT (SCADA RTU)ER 3346400
40058132 35341 REMOTE TERMINAT UNIT (SCADA RTU)ER 85-7780
40051992 35341 REMOTE TERMINAT UNIT (SCADA RTU)ER 85-8534
40041681 35341 REMOTE TERMINAT UNIT (SCADA RTU)TIOM|aOOZ/C/Oo9IB L&G 5700 RTU Type 1A w
40003928 35201 ROOF CMTS #105119
40077606 35301 STATION SERVICE TMNSFORMER ER 83-8355
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBM A Page | 60
40077666 35301 VOLTAGE TRANSFORMER ER 101131
40077667 35301 VOLTAGE TRANSFORMER ER 101131
40077668 35301 VOLTAGE TRANSFORMER ER 101131
40077669 35301 VOLTAGE TRANSFORMER ER 101131
40077670 35301 VOLTAGE TRANSFORMER ER 101131
4007767L 35301 VOLTAGE TRANSFORMER ER 101131
40068046 35301 VOLTAGE TRANSFORMER ER 85-7780
40064047 3s301 VOLTAGE TRANSFORMER ER 85-7780
40068048 35301 VOLTAGE TRANSFORMER ER 85-7780
40068049 35301 VOLTAGE TRANSFORMER ER 85-7780
40068050 35301 VOLTAGE TRANSFORMER ER 85-7780
40068051 35301 VOLTAGE TRANSFORMER ER 85-7780 3PH
4007761L 35301 VOLTAGE TRANSFORMER ER 85-8709
40077666 3s301 VOLTAGE TRANSFORMER INSTALL COSTS ER 101131
40077667 35301 VOTTAGE TRANSFORMER INSTALL COSTS ER 101131
40077668 35301 VOTTAGE TRANSFORMER INSTALT COSTS ER 101131
40077669 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 101131
40077670 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 101131
40077671 35301 VOLTAGE TRANSFORMER INSTATL COSTS ER 101131
40058046 3s301 VOLTAGE TRANSFORMER INSTALL COSTS ER 85-7780
40058047 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 85-7780
40058048 35301 VOLTAGE TMNSFORMER INSTALL COSTS ER 85-7780
40058049 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 85-7780
40068050 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 85-7780
40068051 35301 VOLTAGE TRANSFORMER INSTALL COSTS ER 85-7780 3 PH
40077677 35301 VOI-TAGE TRANSFORMER INSTALT COSTS ER 85-8709
30064810
40089462
Location: 013209 - Bis Grassv substation, lD
Asset FERC Class Asset Description 2nd Line of Descriotion
300955 35010 FEE LAND - BIG GRASSY IDII-OO4O CMTS# 100974
40051667 35201 CABLE TRAY CAATS# 100974
40051673 35201 CONTROL BUILDING CMTS# 100974
400s1699 35205 UNIT HEATER CAATS# 100974
4005t72r 3s219 FOUNDATION AND SUBSTRUCTURE CAATS# 100974 FOR CONTROL BUITDING
40051571 35227 CLEARING, GRADING, & FILL MATERIAL (SURF CMTS# 100974
40051675 35227 CULVERT (FOR YARD DMINAGE SYSTEM)CMTS# 100974
4005t677 35227 FENCE CMTS# 100974
40051696 35227 SIGN CAATS# 100974
40051668 35317 CABLE TRENCH CAATS# 100974
4005L672 35317 CONDUIT CAATS# 100974
40051698 353L7 MICROWAVETOWER CAATS# 100974
40012339 35319 RELAY AND CONTROL CAATS W/O BGSYg4RE 55850
400s1660 35319 ANNUNCIATOR 12PT CAATS# 100974
40051694 35319 RETAY AND CONTROL CAATS# 100974
40048273 35319 RELAY AND CONTROL TIDM/2003/ClO30lO1
40051662 35327 BATTERY CHARGER CMTS# 100974 25A
400s1661 35321 BATTERY AND RACK 125V CMTS# 1@974 ALCAD
40051679 35325 GROUND GRID SYSTEM CAATS# 100974
40051580 35325 INSULATED PLATFORM 6'CAATS# 100974
40051688 35327 LIGHTNING ARRESTER 132KV cAATSf 100974
40051689 35327 LIGHTNING ARRESTER 6OKV CAATS# 100974
40051692 35327 POWER AND CONTROL CABLE CMTS# 100974
40051687 35329 LIGHTING FIXTURE/SYSTEM CMTS# 100974
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATINGAGREEMENT _ EXHIBIT A Page | 6l
EXECUTION VERSION
40051695 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS# 100974 MG
30015853 39705 COMM. STATION ALARM CONTROL RTU CMTS# 102273
30015859 39714 MODEM CAATS# 102273
30015867 39723 RADIO (RF}CMTS# 102273
3001s87s t9726 EqUIPMENT RACK/SHELF CAATS# 102273
30046441 39735 COMM BAfiERY CHARGER TIDM/20051C{045 48VDC
30045440 39735 COMM BATTERY AND RACK TIOM/20OS{C/O46 East Penn Unisy ll AGM
30015877 39744 PARTY LINE SELECTOR cMTSf 102273
30015879 3974/.TELEPHONE LINE DATA CAATS# 102273
30015865 39747 ANTENNA SYSTEM CAATS# 102273
30015869 39747 RADOME CMTS# 102273
30015871 39747 TOWER CAATS# 102273
30015873 39747 WAVEGUIDE CMTS# 102273
30041045 397s3 AIR CONDITIONER (EVAPORATIVE OR REFRIG,}TIDM12004lCl0L6
30063295 39700 cY2011 BtG GRASSY COMMUNTCATTON EO (C/C 13688)
30065743 39700 cY2014 COMM EQUTPMENT (BrG GRASSY/C 13696)
40081301 35300 RELAY AND CONTROL
40082329 35300 RELAY AND CONTROL
40085595 35300 CABLE TRENCH
40085597 35300 CLEARING, GRADING, & FILL MATERIAL (SURF
40085598 35300 CONDUIT
40085599 35300 FENCE/GATE
40085601 35300 GROUND GRID SYSTEM
40085605 35300 LIGHTING FIXTURE/SYSTEM
40085606 3s300 POWER AND CONTROL CABLE
40085622 35300 RELAY AND CONTROL
40089316 35300 ANIMAL GUARDS
40090276 35300 RELAY AND CONTROL
Location: 068194 - Summer Lake Switchvard. OR
Asset FERC Class Asset Description 2nd Line of Descriotion
40053672 3s201 DUCT ER 31-21397-184
40048909 35201 CABLE TRAY rsoM/2003/c/004
40053668 35301 CURRENTTRANSFORMER ER 3t-2L397-t84
40053569 35301 CURRENT TRANSFORMER sOOKV ER 31-21397-184
40070456 35301 ccw s/N 655488101 EQ# 373300 TORM/20041C1O09/01 RrrZ s50 KV MIDPT MG
40070457 35301 ccw s/N 555488102 EQ# 373301 TORM/2004/C|O09I01 RrrZ sso KV MIDPT MG
40070458 3s301 ccw s/N 6ss488103 EO# 373302 TORM/2004/C/009/01 RrrZ sso KV MIDPT MG
40053667 35309 COMPRESSOR, GAS ER 31-21397-184
40048910 35317 CABLE TRENCH rsoM/2003/cloo4
40003362 3s319 REI.AY PANEL / FUNCTION CAATS# 60808
40003370 3s319 RELAY, INSTRUMENT. OR OEVICE CAATS# 62306
40003378 3s319 REI.AY, INSTRUMENT, OR DEVICE CAATS# 62306
40003374 3s319 SATELLITE CLOCK CAATS# 62306
40070460 35319 RELAY AND CONTROL TORMl2004lClm,g/O7
40048914 35319 RELAY AND CONTROL TSOM/2003/C/004
40053663 35321 BATTERY AND RACK #3 TCX-580 ER 31-21397-184
40053664 35321 BATTERY AND RACK #4 TCX-580 ER 31-21397-184
40048912 35325 GROUND GRID SYSTEM TSOMl2003/C/004
40003358 35327 POWER AND CONTROT CABLE CAATS# 60808
40053674 35327 INSUTATOR, POST ER 31-21397-184
40053675 35327 LIGHTNING ARRESTER 9KV ER 31-21397-184
40053677 35327 POWER AND CONTROL CABLE ER 31-21397-184
40070459 35327 POWER AND CONTROL CABLE roRM/2o04lc/o09l0L
40048913 35327 POWER AND CONTROL CABLE TSOM/2003/C{OO4
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Pagel62
EXECUTION VERSION
40026407 3s34t REMOTE TERMINAL UNIT (SCADA RTU}ER 20285-075
4002641t 3s341 REMOTE TERMINAL UNIT (SCADA RTU)ER 22892-91 LANDIS & GYR
400264t5 3s341 RELAY AND CONTROL ER 91-45604-6303
40003366 35342 EQUIPMENT RACK/SHELF CMTS# 62306
30051499 39705 REMOTE TERMINAL UNIT (SCADA RTU)roRM/2OO4{C/OOs/ot
30051500 397t7 FO OPTICAVELECTRICAL CONVERTER roRM/2004/c/oos/0t
30038166 397L7 SUMMER LAKE BPA SUB FO LINK REPEATER DYMEC 5 roRM/2oo4lcl0L2/03
30038167 397L7 SUMMER LAKE SUB SUB FIBER OPTIC CABLE (JUMPE roRM/2O04/ClOt2/03
30019697 3972?RADIO (RF)cMTSf 59502
30019707 39723 RADIO (RF)CMTS# 60684
30039314 39726 SUMMER LK COMMUNICATIONS RACK ER 45557-6301
30051501 39726 EOUIPMENT RACK/SHELF roRM/2004/cloog/o1
30019711 39729 DIGITAL MU LTIPLEX SYSTEM CAATS# 106741
30051502 39729 DIGITAL MU LTIPLEX SYSTEM roRMl2004/c/ooslol
30038168 39729 SUMMER LAKE DIGITAL MUX COASTCOM UNIVERSAL 2 roRM/2004/c/ot2/o3
30038169 39729 SUMMER LAKE DtGtTt MUX CHANNET_ COASTCOM 300 TORM/2004/Cl0L2/03
30039322 39732 SUMMER LK COUPLING CAPACITOR TELEMETRY EQUIP ER s1384-6570
30051503 39732 LINE TUNING UNIT roRMl2OO4/ClO09l0L
30051s@ 39732 PLC TRANSMITTER/RECEIVER SET 10 WATT roRM/2004lcloos/oL
30019701 39735 POWER SUPPLY CAATS# 60684
30036772 39735 BATTERY AND RACK TSOM/2003/C/00s
30019699 39738 XMITTER, RECEIVER, 125 VDC. RFL 6750 CMTS# 60808
30039313 39738 SUMMER LK RTU, 5100, LANDIS & GYR ER 455s7-6301
3003816s 39738 SUMMER LAKE BPA SUB REI.AY/CONTROL PANET f oRM/2004/c/ot2/03
30038164 39738 SUMMER LAKE MODULE REMOTE I/O SEL 2594 TONE 10RM/2004/ClOL2l03
30038153 39738 SUMMER LAKE TONE RFL 9745 RE1AY RECEIVfiRANS roRMl2oo4lc/072103
30019595 39747 ANTENNA SYSTEM CAATS# 59502
30019703 39747 ANTENNA SYSTEM CAATS# 60684
40086635 35319 RELAY AND CONTROL TZBE / 20t2 / CITU2 hO047 64L
40085750 35319 RELAY AND CONTROT lZKu 20 lL / C I OO4l1004388 5
40085149 35321 BATTERY CHARGER EQ# 393638 TZBE I zotL / C lrRs/100449 38
40085148 35321 BATTERY CHARGER EQ# 393639 TZBE / 20tL / C lT Rs / LOO44938
40085749 35327 POWER AND CONTROL CABLE TZKL I 20 Lt / C / 004/10043 88 5
30060475 39700 MODEM CAATS# 62306
30060474 39700 MODEM CAATS# 62306
30063479 39700 cY2012 COMM EOUTPMENT (C/C 137461 TZKU 20 LU C / OO4/ 1004388 s
40089369 35300 INSUTATOR. POSTSOKV
Location: 068190 - Burns Reactive Station, OR
Asset FERC Class Asset Description 2nd Line of Descriotion
301722 35010 FEE LAND ER 31-16545-184 SEC 18 T225 R31E
4000344/,35201 CONTROL BUILDING ER 31-16546-184
40046458 35201 BUILDINGS (EXPLOSIVES STORAGE)TORMl2001.lClOtT
40003396 35205 AIR CONDITIONER (EVAPOMTIVE OR REFRIG.)ER 31-16546-184
40003432 35207 LOAD CENTER ER 31-16546-184
40076347 35209 SECURIry SYSTEM wBS TZ BE/2007 /C/OO2/1O033499 ErC
40003420 352L3 PLUMBING SYSTEM ER 31-15546-184
40003452 35213 WATER HEATER ER 31-16546-184
40003428 35213 WELT ER 31-16546-184
40065680 3522t FENCE CMTSWO4STo
40003400 3s227 CIEARING, GRADING, & FILL MATERIAL (SURF ER 31-16546-184
40003456 3s227 CULVERT (FOR YARD DRAINAGE SYSTEM)ER 31-15545-184
40003408 t5227 FENCE ER 31-16546-184
40070759 35227 FENCE ER 31-15546-184
40070785 35227 OIt STORAGE TANK ER 31-16546-184
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBTT A Page | 63
EXECUTION VERSION
40072629 35227 ROADWAY, INC. CLRING, GMDING, SURFACE ER 31-16546-184
40003424 35227 SIGN ER 31-16546-184
400034(M 35227 UNDERGROUND ENCLOSURE (MANHOLE)ER 31-16546-184
40070760 35229 FTOODLIGHTS ER 31-15546-184
400034L2 35229 LIGHTING FXTURE/SYSTEM ER 31-16546-184
40070781 3s301 STATION SERVICE TRANSFORMER ER 31-16545-184
40070745 35301 CURRENTTRANSFORMER ER 31-21513-183
40070505 35301 ccw s/N 6ss88104 EQ# 373303 TORM|2004(C|OO9/03 R|TZ 550KV #1A PH MG
40070506 35301 ccw s/N 65588105 EO# 373304 TORMl2004lClO09/03 RrrZ 550KV #1 B PH MG
40070507 35301 ccw s/N 5ss88106 EQ# 37330s TORM/2004/C/009/03 R|TZ 550KV #1 C PH MG
40070502 3s301 ccw s/N 6s588107 EQ# 373297 TORM|2004/C/009/03 RrrZ s50KV A PH MG
40070503 3s301 ccw s/N 65588108 EQ# 373298 TORM/2004/C/009/03 RrrZ ssoKv B PH MG
40070504 35301 ccw s/N 65588109 EQ# 373299 TORM/2004/C/009/03 R|TZ ss0KV C PH MG
40070773 35315 POWER FUSE MOUNTING 14.4KV ER 31-15546-184
40070757 35317 CABLE TRENCH ER 31-15545-184
40070753 35317 CONDUIT ER 31-16545-184
40070780 353]-7 SPILL GAP ER 31-16546-184
40003274 35319 REI.AY AND CONTROL CAATS# 60585
40070750 35319 CABINETS ER 31-16546-184
40070742 35319 OSCILLOGRAPH ER 31-323-91-6089
40070744 35319 SATELLITE CLOCK ER 31-323-91-6089
40070508 35319 RELAY AND CONTROL TORMl2oD4lqlOoe/o3
40049782 35319 RELAY AND CONTROL roRM/20041c/or7
40076/.L7 35319 ANNUNCIATOR rzBE I 2007 / c lT u2 hoo3 L67 4
40076/.18 35319 RELAY AND CONTROL TZBE I 2007 I C lT U 2 I 1003 L67 4
40077762 35319 RELAY AND CONTROL TZBE I 20rJ9 I C fr R2 I 10039 L7 I
40040404 35319 SATELLITE CLOCK wBs ToRM/200Llcloot/ot
40076234 35319 RELAY AND CONTROL wBs roRM/2004/c/002/06 BRTDGER RAS
40077976 35319 RELAY AND CONTROL w BS TZBE / 2007 / C I 00t I ilOO3S7 7 2, 1003 2860
40070746 35321 AUTOMATIC TRANSFER SWITCH ER 31-16546-184
40070747 35321 BATTERY AND RACK ER 31-16546-184
40070748 3s321 BATTERY CHARGER ER 31-16546-184
40068811 35321 BATTERY CHARGER TORM/2005/C/014 AMERICAN BATTERY CHARGI
40070762 35323 GENERATOR ER 31-15546-184
40070763 35325 GROUND GRID SYSTEM ER 31-15545-184
40070772 35327 LIGHTNING ARRESTER 146KV ER 31-16546-184
4007077L 35327 LIGHTNING ARRESTER 354KV ER 31-16546-184
40070774 35327 POWER AND CONTROL CABLE ER 31-16545-184
4004978t 35327 POWER AND CONTROL CABLE TORMl2004/ClOr7
40076346 3s327 POWER AND CONTROT CABLE w Bs TZBE I 2007 I C / N2 I LOO33499 Er C
40070770 3s329 LIGHTING FIXTURE/SYSTEM ER 31-16546-184
40026395 35341 REMOTE TERMINAL UNIT (SCADA RTU)cAATSf 60585
40070779 35341 SEOUENCE OF EVENTS RECORDER ER 31-16545-184
40078993 35341 REMOTE TERMINAL UNIT (SCADA RTU) EQ# 38OO3O TORMl2004lCl009l03
40049783 35341 SEQUENCE OF EVENTS RECORDER S/N 18891 EQ# 36 TORM/2O04/C/O17 HATHAWAY DFR
30051500 39708 FILTER SYSTEM DZSEI 2007 /C/OO3/10031729 TELECT DUAL FEE
30019559 39777 MAS SCADA REMOTE RADIO CAATS# 105281
30051601 397L4 DATA SWITCH - ESS DZAE I 2007 I C I OO3 I tOO3t7 28
30054741 39774 DATA NETWORK ROUTER. CISCO 2811 w Bs rzBE I 2007 lcl002/10033499 ETC
30051602 39723 DEHYDMTOR SYSTIM DZBE I 2007 / C / 003 I 7003 17 28
300s1603 39723 RADIO IRF} TO BURNS BUTTE EO* 377731 DZSE I 2007 / C / OO3 hO03 17 28
300516()4 39729 DIGITAL MULTIPLEX SYSTEM EQ# 377733 DZBE I 2007 I C I OO3 I 1003 t7 29 COASTCO M
30051527 39732 PLC TRANSMITTER/RECEIVER SET 10 WATT roRM/2004/cloo9/03
30051525 39732 PLC TMNSMITTER/RECEIVER SET 50 WATT TORMl2004lC/OO9l03
30051605 39735 BATTERY AND RACK .48V EO* 377734 DZBE I 2007 I Cl OO3 / LOO377 29 C&D MS E N D U R
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page | 64
EXECUTION YERSION
30051606 39735 BATTERY CHARGER EQf 377739 DZBE{2007 /C/ 003/1003 1729 VATARE
30019655 3974L COMPUTERIZED DIAL EXCHANGE CMTS# 51698
30051507 39747 ANTENNA SYSTEM 6 FT ozBE / 2007 / c I o03 I too3 t7 29
30051608 39747 TOWER.30 FT ozBE I 2007 / c / oo3 / 1003 17 29
40083194 35227 SORBWEB BERM DORE / 2017 / C / 830/10045073 SPCC
40083333 35319 RELAY AND CONTROT TZBE I 2071 / CITRI/10045161
40081902 35319 RELAY AND CONTROL rzBE I 2O1O / ClrR2 / t0040822
40083847 35327 INSULATOR, POST 115KV f zBE I 20 7U C lr R6/ 1004 ss03
30054740 39120 COMPUTER EQUIPMENT - FIREWALT wBs TzBEl2007|C|OO2/LOO33499 ETC ASA s510
300627il 39700 CY2O11 BURNS REACTOR COMM EQUIP (C/C 13746)
30064760 39700 CY2O13 BURNS REACTOR COMM EOUIP (C/C 13746)
300627ss 39750 CY2O11 BURNS REACTOR MOBILE RADIO rclc 737461
40089799 3520000 CLEARING, GRADING, & FILL MATERIAT (SURF
40090005 3520000 HVAC (HEATER)
40090025 3520000 BUILDINGS (TRAILER)
40090026 3520000 BUILDINGS (TRAILER)
Location: 085050 - Threemile Knoll Substation, lD
Asset FERC Class Asset descriDtion 2nd Line of Description
304274 35010 FEE LAND THREEMILE KNOLL IDC&0151 T tDM I 2005 / C / O37 I LOO33667
40076973 35201 CONTROL BUILDING rDM I 2005 I C I 037 I LOO31846 +
40077028 3s201 METAL CABINET TIDM/2005/C/037 / tO037846 + FtLTNG CABTNET
40077040 3s209 sEcuRrw SYSTEM Eo# 382918 TIDM / 2OOS I C / O37 / L003L8r',G +
40077oto 352L9 FOUN DATION AN D SUBSTRUCTURE TIOM/2OOS|C/O37 / LOO3L846 + CONTROL BUILDING
40076977 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF TIDM / 2005 I Cl O37 I r003t846 +
40077009 35227 FENCE fl DM/2005/c/037 I loo3t846 +
40077038 35227 ROADWAY. INCt CLRING, GRADING, SURFACE TIDM / 2OOs I cl o37 / tOO3t846 +
40076970 35227 CEMENT CURB TtDMl2OOs/Clo37 /LOO3L846 + INSIDE SUB
40077042 35301 STATION SERVICE TRANSFORM ER TtDMl20Os/C/037 /LoO3t846 + NO DETAIL
40077043 35301 STATION SERVICE TMNSFORMER TtoMl200slc/o37 / tOO31846 + NO DETAIL
40075969 353L7 CABLE TRENCH T tDM / 2005 / C / O37 / LOO3 1846 +
40076972 35317 CONDUIT TIDM / 2OOs I c / o37 / LO03 L846 +
40077045 35317 STOMGE CABINET TIDM I 200s I c / o37 / 7003L846 +
40076947 35319 ANNUNCIATOR nDM/2005/C/037 I 10071846 +
40077008 35319 DIGITAT FAULT RECORDER EO# 383154 TIDM I 2005 I Cl O37 / 1003L846 +
40077036 35319 RETAY AND CONTROL T tDM / 2005 / C / O37 /1O03L846 +
40077039 35319 SATELLITE CLOCK EQ# 382426 T tDM I 2005 I Cl O37 / tOO3 L846 +
40076524 35319 RELAY AND CONTROL TIDM I 2005 / Cl 037l100334s3
40077993 35319 RELAY AND CONTROL T JBM 12004 lcl 00211003ss64 RAS
40076948 3532L AUTOMATIC TMNSFER SWITCH T tDM / 2005 / c / o37 / LOO3 1846 +
40076949 3s321 BATTERY AND RACK EQ# 376225 TIDM / 2OOS I C I 037 / LO03,3r'6 +
40076950 3s321 BATTE RY CHARG ER EQ# 37 6224 IIDM/2005/C/037 I tO03L846 +
400770L2 3s323 GENERATOR TIDM I 2OO5 / Cl O37 I IOO3L846 +
40077073 3s325 GROUND GRID SYSTEM TIDM I 2oO5 I c I o37 I 1.oo31.fE4,' +
40077027 35327 I-IGHTNING ARRESTER 138KV TIDM l2OOS / ClO37l10031846 +
40077026 35327 TIGHTNING ARRESTER 345KV TIDM I 2005 I cl 03711003 1846 +
40077033 35327 POWER AND CONTROL CABLE TIDM I 2OO5 I c I o37 I 1oo3la46 +
40076523 35327 POWER AND CONTROL CABLE TIDM I 2005 I Cl 0371100334s3
40077992 33327 POWER AND CONTROL CABLE T JBM 12004/C/ 002110035564 RAS
40077025 3s329 LIGHTING FIXTURE/SYSTEM TIDM I 2OOS I C I O37 I t0031A46 +
40077037 35341 REMOTE TERMINAT UNIT (SCADA RTU)fl DM/200S/C/037 I 1003rA46 +
400770/.L 3534L SEQUENCE OF EVENTS RECORDER nDM I 2OOS I C I O37 I 7003t846 +
30055078 397t4 DATA NETWORK SWITCH TIDM / 2005 / Cl O37 / t003L846 +
30055084 397t4 MODEM TIDM I 2005 I C I O17 I \003LA46 +
300s5318 397t4 DATA NETVVORK ROUTER EQ # 382416 TtDMl2005lC/O37 /10033277 CTSCO 2811
JOINT OWNERSHIP AND OPERATING AGREEMENT - E)GIIBIT A Page | 65
EXECUTION VERSION
30055317 397t4 DATA NETWORK SWITCH -TtoM I 2005 I cl o37 I too33277 ETHERSWTTCH
30055081 397t7 FIEER OPIC/TRANSMITTER RECEIVER SET EQ# 382 TIDM / 2005 / Cl 037110031846 + DMX
30055320 397L7 FIBER OPTIC CABLE . ADSS T tDM / 2005 / C / O37 / 1003327 7
30055321 397L7 FIBER OPTIC PATCH PANE6 T tDM / 2005 / C I O37 I 7003327 7
30055088 39720 POWER QUALITY MONITOR TtoM I 200s / cl 037 / Lo03t846 +
30055080 39726 EQUIPMENT RACIVSHELF TtoM / z0os / c / o37 hOo3L846 +
30055079 39729 DIGITAL MULTIPLEX SYSTEM EQ# 382418 TIDM / 20OS I C/037 hoO3I846 + 10032855
30055070 39735 BATTERY AND RACK EQ# 382414 TIDM / 2oos / c/ 03711003 1846 +
30055071 39735 BATTERY CHARGER EQ# 382415 TIOM / 2OOS / Cl 037/10031846 +
300ss069 39738 AUOIO.TONE PROTECTIVE RETAY TERMINAL RFL 9745 TIDM/2005/C/037 / IOO3L846 +
30055085 39738 PANEL.RETAY AND CONTROL FOR RTU TIDM/2005/C/037/10031846 +
30055090 39744 TELEPHONE LINE SHARING SWITCH T tDM / z0os / c / o37 / t0o3 L846 +
30058659 39744 TELEPHONE LINE SHARING SWITCH T JBM I 2004 I C I 002/1003ss54
30055089 39758 SYNCHRONOUS TIMER EQ# 382426 TIDM / 2OOS / Cl 037/10031846 +
40083599 35227 CLEARING, GRADING, & FILL MATERIAL (SURF TZPR / 2@9 I Cl OOU3M LTRANS
40083613 35301 VOLTAGE TRANSFORMER 15KV TZPR I 2009 / Cl OOy3M LTRANS
40083611 35301 STATION SERVICE TRANSFORMER TZPR I 2@9 / Cl OOU3 M LTRANS
40085832 35341 HMI AUTOMATION ((SOFnVARE)TZPR I 2017 I C/TR6/10045185
30064302 39700 CY2O12 THREEMITE KNOLL SUB COMM EQUIP (CC 13596}
30064757 39700 CY2O13 THREEMITE KNOLL SUB COMM EQUIP (C/C 13696)
40090241 35300 RETAY AND CONTROT
Location: 013019 - Goshen Substation. lD
Asset FERC Class Asset description 2nd Line of Description
40000610 35201 ROOF CMTS# 105120
40050503 35201 CABLE TRAY CAATS# 62842
40053163 35201 CABTE TRAY ER 85-8887
'10063652 3s201 CONTROL BUILDING ER 85-318
40063660 35201 CONTROL BUILDING ER 85-1224
40063667 35201 HEATER ER 85-2297
40063674 35201 CONTROL BUILDING ER 85-3370
40063686 35201 CONTROL BUILDING ER 85-3926
40063696 35201 CONTROL BUILDING ER 85-8887
40063708 3s20L CONTROL BUILDING ER 85-6053
40063710 3s201 CABLE TRAY ER 85-6207
400637t7 35201 CABLE TRAY ER 85-6999
40063720 3s201 ROOF ER 85-6999
4006374r'.35201 CABLE TRAY ER 86-7028
4006/-214 35201 ROOF. CONTROL HOUSE ER 101852
4006s335 35201 CABLE TRAY wBs T[D/2006/C/ 00Ll LO0297 4L,388 WOLV CR
40063715 35203 EMERGENCY GENERATOR BUILDING ER 85-6999
40063746 35203 EMERGENCY GENEMTOR BUILDING ER 85-7028
40063706 35205 AIR CONDITIONER ER 85-6053
40053716 35205 AIR CONDITIONER ER 85-6999
40063727 3520s UNIT HEATER ER 85-5999
40072736 35205 AIR CONDITIONER rzP R I 2008 / c lT R6/1003 6543
4006/778 35207 LOAD CENTER ER 85-7028
400637t9 35219 FOUNDATION AND SUBSTRUCTU RE ER 85-6999 GENERATOR BUILDING
40000613 35227 CLEARING. GRADING, & FILL MATERIAL (SURF CAATS# 104348
40000616 35227 FENCE CMTS# 104348
400so271 35227 CEMENT CURB TIDM/2003/Cl001
40056321 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-5942
40053654 t5227 FENCE & GATES ER 85-318 SHOP
400636s5 35227 FENCE & GATES ER 85-318
40063659 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-1818
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page | 66
EXECUTION T/ERSION
40053661 35227 FENCE & GATES ER 85-1332
40063668 35227 FENCE ER 85-2019
40063675 35227 FENCE & GATES ER 85-3370
40063690 35227 FENCE & GATES ER 85-5942
40063691 35227 CTEARING, GRADING, & FILL MATERIAL (SURF ER 85-7958
40063692 35227 FENCE & GATES ER 85-7827
4006369s 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-8887
40063697 35227 FENCE & GATES ER 85-8887
40063707 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-6053
40063709 35227 FENCE & GATES ER 85-6053
400637\2 35227 CTEARING, GRADING, & FILL MATERIAL (SURF ER 85-6890
40063718 35227 CIEARING, GRADING, & FILT MATERIAT (SURF ER 85-5999
40063722 35227 CLEARING, GRADING, & FILI MATERIAT (SURF ER 85-5294
40063749 35227 CLEARING, GMDING, & FILL MATERIAL (SURF ER 86-6983
40063751 35227 ROADWAY ER3262748
4006377t 35227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 381099
40063773 3s227 FENCE & GATES ER 381099
40063781 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-6927
40063860 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF ER 85-7092
4006389s 3s227 FENCE & GATES ER 85-8513
40065337 3s227 CLEARING, GRADING, & FILL MATERIAL (SURF wBs T[D/2006/C/00t/ L0029741,388 WOLV CR
40065343 3s227 FENCE wBs rtD/2006/c/00t/ Lo029741,388 WOLV CR
40053167 35229 FLOODLIGHT ER 8s-8887
40055876 35229 FLOODLIGHT ER 85-7959
40012091 3s300 INSTALLATION LABOR AND OVERHEADS AIRBREAK SW CMTS# 104348 138KV 2000A
40053182 35301 STATION SERVICE TRANSFORM ER ER 85-8887
40053185 35301 VOLTAGE TRANSFORMER ER 85-8887
40053186 35301 VOLTAGE TRANSFORMER ER 85-8887
40053187 35301 VOLTAGE TRANSFORMER ER 8s-8887
40053188 35301 VOLTAGE TMNSFORMER ER 85-8887
40053191 35301 CURRENT TRANSFORMER ER 85-318
40055873 35301 CURRENT TRANSFORMER ER 85-7959
40056304 35301 CURRENT TRANSFORMER ER 85-1332
400s6928 35301 CURRENT TRANSFORMER ER 85-6053
40056970 35301 VOLTAGE TRANSFORMER ER 85-5053
4005697L 35301 VOLTAGE TRANSFORMER ER 85-6053
40056972 35301 VOLTAGE TRANSFORMER ER 85-6053
40056973 3s301 VOLTAGE TRANSFORMER ER 85-6053
40056974 3s301 VOLTAGE TRANSFORMER ER 85-6053
40056975 35301 VOLTAGE TRANSFORMER ER 85-6053
40056976 35301 VOLTAGE TMNSFORMER ER 85-5053
40056977 35301 VOLTAGE TRANSFORMER ER 85-6053
40056978 35301 VOLTAGE TRANSFORMER ER 85-6053
40055979 35301 VOLTAGE TRANSFORMER ER 85-6053
40056980 35301 VOLTAGE TRANSFORMER ER 8s-6053
40057051 35301 CURRENT TRANSFORMER ER 85-3370
40057070 35301 STATION SERVICE TRANSFORMER ER 85-3370
40057072 35301 VOLTAGE TRANSFORMER S/N 254381 ER 85-3370
40057073 35301 VOLTAGE TRANSFORMER S/N 254382 ER 8s-3370
40057074 35301 VOLTAGE TRANSFORMER S/N 254383 ER 85-3370
40057075 3s301 voLTAGE TRANSFORMER S/N 254384 ER 85-3370
40057076 35301 VOTTAGE TRANSFORM ER S/N C497857 ER 85-3370
40057078 35301 VOLTAGE TRANSFORM ER S/N C497852 ER 85-3370
40059034 3s301 STATION SERVICE TRANSFORMER 5KVA ER 394015
40063907 35301 STATION SERVICE TRANSFORMER 5KVA ER 85-8513 WEST
JOINT OWNERSHIP AND OPERATING AGREEMENT - EXHIBIT A Page | 67
EXECUTION VERSION
40063947 35301 CURRENT TRANSFORMER ER 85-8498
40063951 35301 VOLTAGE TRANSFORMER ER 8s-6207
40063952 35301 VOLTAGE TMNSFORMER ER 85-6207
40063953 35301 VOLTAGE TRANSFORMER ER 85-6207
40064138 35301 CURRENT TRANSFORMER ER 393983
4006/.205 35301 VOLTAGE TRANSFORMER 345KV ER 3302999
40064206 35301 VOLTAGE TRANSFORMER 345KV ER 3302999
400il207 35301 VOLTAGE TRANSFORMER 345KV ER 3302999
40064220 35301 VOLTAGE TRANSFORMER 151KV ER 368899 SQUARE D
40064221 35301 VOTTAGE TRANSFORMER 151KV ER 368899 SOUARE D
40064222 3s301 VOLTAGE TRANSFORMER 161KV ER 368899 SQUARE D
40077758 35301 FIRE PROTECNON ER 8s-3388
40053170 35315 GROUND SWITCH ER 85-8887
4005319s 35315 GROUND SWITCH ER 85-318
40056931 35315 GROUND SWITCH ER 85-5053
40063879 35315 GROUND SWITCH ER 85-8512
40063901 35315 GROUND SWITCH ER 85-8513
40064L84 35315 GROUND SWITCH 345KV ER 80-8029
40065347 35315 GROUND SWITCH wBs T[D/2006/ClOOu 1OO297 41,388 WOLV CR
40011988 3s3t7 CABLE TRENCH cAATSf 368834
400]-2067 35317 CABLE TRENCH cMTSf 104348
40012071 3s317 CONDUIT CAATS# 104348
40047968 3s317 CABLE TRENCH T|DMl2002lC/ots
40047976 35317 CABLE TRENCH ER 85-8887
40049276 35317 CABLE TRENCH TIDM12003lClO06|OL
40049773 35317 CABLE TRENCH ER 85-6890
40049775 35317 CONDUIT ER 85-6890
40050495 35377 CABLE TRENCH ER 3269826
40052035 35317 CONDUIT wBs DzPR/200s lcl DR4/ too27 933
40055872 353t7 CONDUIT ER 85-7959
40055879 35317 GUY UNIT ER 85-7959
40056736 35317 CABLE TRENCH rtoM12005/clo34
40056925 35317 CABLE TRENCH ER 85-6053
40056926 35317 CONDUIT ER 85-6053
40059027 35317 CABLE TRENCH ER 394015
40063854 35317 CONDUIT ER 85-4771
40064140 35317 CABLE TRENCH ER 393983
40064143 35317 CONDUIT ER 393801
40064165 35317 CABLE TRENCH ER 85-6983
40064767 353tt CONDUIT ER 85-6983
40064779 35317 CABLE TRENCH ER 85-7028
400642t6 35317 CONDUIT ER 368899
40064224 353L7 CABLE TRENCH ER 381099
40065336 353t7 CABLE TRENCH wBs rf rD/2006/c/ootltoo29741.388 woLV cR
40065338 35317 CONDUIT wBs rrD/2006/clootl too297 41.388 woLV cR
40066372 35317 CONDUIT wBs rDM/200s/c/0s5
40076395 35317 CONDUIT TIDM / 2005 I Cl 037/1003 1848
40011996 35319 RELAY AND CONTROL CAATS# 368834
40012059 35319 SATELLITE CLOCK EQ# 354749 CMTS# 107129
40012087 35319 RELAY AND CONTROL CAATS# 105622
40012143 3s319 SATELLITE CLOCK EO# 354748 CAATS# 107130
40036600 35319 RELAY AND CONTROL WBS DSHE/1999/C/027 KINPORT-GOSHEN 345KV
40037996 35319 DIGITAL FAULT RECORDER TIDMlt999lC/Otz/0L
40047972 35319 RELAY AND CONTROL TIDMl2002lC/0t5
40047980 35319 RETAYAND CONTROL ER 85-8887
JOINT OWNERSHIP AND OPERATING AGREEMENT- EXHIBIT A Page | 68
EXECUTION VERSION
40049278 35319 RETAY AND CONTROL TIDM/2003/C/O06/OL
40050501 35319 RELAY AND CONTROL ER 3269825
40050505 35319 RELAY AND CONTROL CAATS# 62842
40055733 35319 REI.AY AND CONTROL wBs rDM/2005 lcloL3looL
40055920 35319 ANNUNCIATOR EQ# 330691 ER 85-6053 345KV
40056967 35319 RELAY AND CONTROL ER 8s-6053
40057057 35319 ANNUNCIATOR EQ# 330685 ER 8s-3370 16u69KV
400s7059 35319 RELAY AND CONTROL ER 85-3370
40059033 35319 RELAY AND CONTROL ER 394015
40063821 35319 RETAY AND CONTROL ER 85-3189
40063866 35319 REI-AY AND CONTROL ER 85-7868
40063918 35319 RELAY AND CONTROL ER 85-8383
40063919 35319 RETAY AND CONTROL ER 85-8217
40063948 3s319 RETAY AND CONTROT ER 85-8498
40063949 35319 RELAY AND CONTROL ER 85-8707
40063951 35319 RETAY AND CONTROI.ER 85-6207
40063989 35319 RELAY AND CONTROI.ER 85-6046
40064056 35319 RELAY AND CONTROL ER 85-5143
40064068 35319 RELAY AND CONTROL ER 85-6402
40064077 35319 RELAY AND CONTROT ER 85-6294
40054084 35319 RELAY AND CONTROL ER 85-6860
40064092 35319 RELAY AND CONTROL ER 85-5671
40064L22 35319 RELAY AND CONTROL ER 85-6782
40064133 35319 RELAY AND CONTROI ER 85-6985
4006/.734 3s319 RELAYAND CONTROL ER 85-9431
40064773 35319 RELAY AND CONTROL ER 85-6983
40064183 35319 RELAY AND CONTROL ER 495333
40064187 35319 RETAY AND CONTROT ER3279270
40064200 35319 REIAY AND CONTROT ER 3300340
4006420t 35319 RELAY AND CONTROL ER 336/1403
40064202 3s319 RELAY AND CONTROL ER 3379906
40064203 35319 RELAY AND CONTROL ER3379922
40064208 35319 RELAY AND CONTROL ER32t4737
40064209 35319 RELAY AND CONTROL ER 3538196
400642LO 3s319 RELAY AND CONTROL ER 3576220
40064217 35319 RELAY AND CONTROL ER 368702
400642L8 35319 RELAY AND CONTROL ER 368899
4007054S 35319 RETAY AND CONTROL TMGM I 2006 / C I OO4 I LOO3L77 s
4007L424 35319 RETAY AND CONTROL TZP R / 2007 / CIT R2 / LOOS r32L
40071930 35319 REISY AND CONTROI-TZP R/ 2006 / ClTR4 i1OO36L244
4007640/,35319 RELAY AND CONTROL T tDM I 2005 / C I O37 I 7003t848
40077955 35319 RELAY AND CONTROL ER 85-5990
40077956 35319 RELAY AND CONTROT ER 508929
400779s7 35319 RELAY AND CONTROL ER 3358371
40077969 35319 RELAY AND CONTROL T|DM/2004/Cl002/02
40078979 3s319 RELAY AND CONTROL ER 3542123
40078980 35319 REI.AY AND CONTROL ER 3554190
40078981 35319 RELAY AND CONTROL ER 3538196
40078982 3s319 RELAY AND CONTROL ER 392340
40078983 35319 RETAY AND CONTROL ER 85-6860
4007898/,35319 RETAY AND CONTROL ER 85-6218
40048152 3532L BATTERY AND RACK wBs rDM/2003/c/034 c&D rN 161KV YARD
40048153 35321 BATTERY CHARGER WBS TIDM/2003/C/034 I.AMARCHE IN 161KV YA
40053162 35321 AUTOMATIC TRANSFER SWITCH ER 8s-8887
40057255 35321 POWER PANEL ER 6s-6053
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EXECUTION T/ERSION
40063920 35321 BATTERY CHARGER ER 85-8677
40064083 35321 BATTERY AND RACK ER 85-67259
40064093 35321 BATTERY AND RACK ER 85-6671
400542L2 35321 BATTERY AND RACK ER 100669
40064213 3s32L BATTERY CHARGER ER 100669
40064t45 35323 GENERATOR ER 393801
40064181 35323 GENERATOR ER 85-7028
40064229 35323 GENERATOR ER 101835
40039803 3s325 INSUI-ATED PLATFORM 4'ER327t749
40050522 35325 INSULATED PTATFORM 4'ER 85-8696
40050523 35325 INSULATED PTATFORM 14'ER 85-8696
40053169 35325 GROUND GRID SYSTEM ER 85-8887
40053171 35325 INSULATED PTATFORM 6,ER 85-8887
40053t72 3532s INSULATED PTATFORM 4'ER 85-8887
40055878 35325 GROUND GRID SYSTEM ER 85-7959
40055880 35325 INSUTATED PLATFORM 4'ER 85-7959
40055881 35325 INSUTATED PLATFORM 14.ER 85-7959
400s6307 35325 INSUTATED PLATFORM 14'ER 85-1332
40056308 35325 INSUTATED PLATFORM 4'ER 85-1332
400s6309 35325 INSUTATED PLATFORM 16'ER 85-1332
400s6323 35325 GROUND GRID SYSTEM ER 85-5942
40055324 35325 INSULATED PLATFORM 4'ER 85-5942
40055930 35325 GROUND GRID SYSTEM ER 85-5053
40056932 35325 INSULATED PLATFORM 4'& 5'ER 85-6053
400s7063 3s325 INSULATED PLATFORM 4'ER 85-3370
40059029 35325 GROUND GRID SYSTEM ER 394015
40063795 35325 INSULATED PLATFORM 4'ER 85-1495
40063806 35325 GROUND GRID SYSTEM ER 85-2019
40053808 35325 INSULATED PLATFORM 10'ER 85-2019
40063848 35325 INSULATED PLATFORM 4,ER 85-3782
40063862 3s325 GROUND GRID SYSTEM ER 85-7092
40063899 35325 GROUND GRID SYSTEM ER 85-8513
40063962 35325 INSUIATED PI.ATFORM 4'ER 85-6207
40063963 35325 INSULATED PLATFORM 10'ER 85-6707
40064076 35325 GROUND GRID SYSTEM ER 85-6294
40064094 35325 GROUND GRID SYSTEM ER 85-6671
40064723 35325 GROUND GRID SYSTEM ER 85-6782
400il724 35325 INSUI.ATED PI.ATFORM 4'ER 85-6782
40064725 35325 INSULATED PTATFORM 10'ER 8s-6782
400il775 35325 GROUND GRID SYSTEM ER 85-6983
40065346 3s325 GROUND GRID SYSTEM wBs rr D/2006/c/ 00t/ Lo0297 47,388 WOLV CR
40076400 35325 GROUND GRID SYSTEM TIDM I 2005 / C / O37 I L003L848
40011940 35327 POWER AND CONTROL CABLE ER 3269826
40011992 35327 POWER AND CONTROL CABLE CAATS# 368834
40012083 35327 POWER AND CONTROL CABLE CMTS# 105622
40036599 35327 POWER AND CONTROT CABLE CMTS# 64872
40047970 35327 POWER AND CONTROL CABLE rtDM/2002/clots
40047978 35327 POWER AND CONTROL CABLE ER 8s-8887
40049277 35327 POWER AND CONTROL CABLE TIDMl2003/ClO06/Ot
40049778 35327 POWER AND CONTROLCABLE ER 85-6890
40050504 35327 POWER AND CONTROL CABLE CAATS# 62842
40050527 35327 POWER AND CONTROL CABLE ER 85-8695
40053178 35327 LIGHTNING ARRESTER 264KV ER 85-8887
40053200 35327 LIGHTNING ARRESTER ER 85-318
40053202 35327 TERMINATOR (POTHEAD)ER 85-318
JOINT OWNERSHIP AND OPERATING AGREEMENT _ DGIIBIT A Page | 70
EXECUTION 'I/ERSION
40055732 3s327 POWER AND CONTROL CABLE wBs rDM/200s / cl0]3/0ol
4005588s 35327 POWER AND CONTROL CABLE ER 85-7959
40056222 3s327 LIGHTNING ARRESTER 264KV fzPR / 2006 I c/rR6/100301 19
40056328 3s327 POWER AND CONTROL CABLE ER 85-5942
40056739 35327 POWER AND CONTROL CABLE TIDM/2005/C/O34
40056940 35327 LIGHTNING ARRESTER ER 85-6053
40056942 35327 POWER AND CONTROL CABLE ER 85-5053
40057058 35327 POWER AND CONTROL CABLE ER 85-3370
40059032 35327 POWER AND CONTROL CABLE ER 394015
40063853 35327 POWER AND CONTROL CABLE ER 85-4843
40063864 35327 POWER AND CONTROL CABLE ER 8s-7092
40063905 35327 POWER AND CONTROL CABLE ER 85-8513
40063946 3s327 POWER AND CONTROL CABLE ER 85-8551
40063968 35327 POWER AND CONTROL CABLE ER 85-6207
40064075 35327 POWER AND CONTROL CABLE ER 85-6294
40054082 35327 POWER AND CONTROL CABLE ER 85-5459
40064097 35327 POWER AND CONTROL CABLE ER 85-6671
40064130 35327 POWER AND CONTROL CABLE ER 85-6782
40064L46 35327 POWER AND CONTROL CABLE ER 393801
4006/.777 35327 POWER AND CONTROL CABLE ER 85-6983
40064L82 35327 POWER AND CONTROT CABLE ER 85-7028
40064186 35327 POWER AND CONTROT CABLE ER 503946
4006422s 35327 POWER AND CONTROT CABLE ER 381099
4006535s 35327 POWER AND CONTROL CABLE wBS TilD/2006/Cl OO,/ 700297 41,388 WOLV CR
40076403 3s327 POWER AND CONTROL CABLE TIDM / 200s / cl o37 / LOO3L848
40078985 35327 POWER AND CONTROL CABLE CAATS# 104348
40012051 3s329 LIGHTING FIXTURE/SYSTEM CMTS# 1U348
40050s00 3s329 TIGHTING FIXTURE/SYSTEM ER 3269825
40053199 3s329 LIGHTING FIXTURE/SYSTEM ER 85-318
4005531s 3s329 LIGHTING FIXTURE/SYSTEM ER 85-1332
40056327 3s329 LIGHTING FIXTURE/SYSTEM ER 85-5942
40056939 3s329 LIGHTING FIXTURE/SYSTEM ER 8s-6053
40057067 3s329 LIGHTING FIXTURE/SYSTEM ER 85-3370
40063699 3s329 LIGHTING FIXTURE/SYSTEM ER 85-8887
40063704 3s329 LIGHTING FIXTURE/SYSTEM ER 85-6053
40063850 3s329 LIGHTING FIXTURE/SYSTEM ER 85-3782
40063903 3s329 LIGHTING FIXTURE/SYSTEM ER 85-8513
40063969 35329 LIGHTING FIXTURE/SYSTEM ER 85-6207
40064131 35329 LIGHTING FIXTURE/SYSTEM ER 85-5782
40025656 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS# 105656
40025660 35341 REMOTE TERMINAL UNIT (SCADA RTU}CAATS# 105622
4002s664 35341 REMOTE TERMINAL UNIT {SCADA RTU)CMTS# 105688
40045527 35341 METER wBs TtDM/2003 I C/03tl0t 161 TNTERTTE SCAD
40056953 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS# 16897 W lO 7247
40057945 3s341 REMOTE TERMINAL UNIT (SCADA RTU)rtDM/200s/c/Ms
40064106 35341 INTERPOSITION CABINET ER 85-6807
40077995 35341 REMOTE TERMINAL UNIT (SCADA RTU) UPGRADE TIDM /2OO4 / Cl OO2l02 WESDAC D2OME U PGRADE
40038011 35342 SEQUENTIAT EVENT RECORDER EQ# 362693 CENG/1999/C/063/00000001 161KV Hathawav
40039995 35342 SEQUENTIAL EVENT RECORDER EQ# 362696 WBS TIDM/2OOO lCIRDFIOI34SKV HATHAWAY IN
40039996 35342 EQUIPMENT MCK/SHELF WBS TIDM/2OOO/CIRDF/OI FOR 345KV SOE
40063s36 36r27 CLEARING, GRADING, & FILL MATERIAL (SURF ER 13.1560 GMVET
40063549 3620t STATION SERVICE TRANSFORMER ER 13-1560
400535s1 36277 CONDUIT ER 13-1550
40063640 36277 CABLE TRENCH ER 380407
40063641 36217 CONDUIT ER 380407
JOINT OWNERSHIP AND OPERATING AGREEMENT_EXHIBIT A Page | 7l
EXECUTION VERSION
40063633 36219 RELAY AND CONTROL ER 1-6411
40063634 36219 RELAY AND CONTROL ER 510214
40063647 36219 RE1AY AND CONTROL ER 380407
40063558 36225 GROUND GRID SYSTEM ER 13-1550
40063643 36225 INSUTATED PLATFORM 4'ER 380407
40063644 36225 INSULATED PLATFORM 6'ER 380407
30015435 39705 AI.ARM RELAY PANEL ER 100387
30048499 39705 COMM. STATION AIARM CONTROL RTU - DSX wBs rrD/2006/c/oou 100297 41,388 woLV cR
30054615 39705 COMM. STATION ALARM CONTROL RTU. DSX DZP R / 2008 / C I 002 I 1@35625
300s5984 39705 AUDIO ATARM AND CONTROL.COMBUSTIBLE GAS DETE ER 393827 GAS DETECTOR/MONITOR
300s8797 39705 ALARM RELAY PANEL ER 101523
30015446 397L7 SCADAREMOTE RTU EQ#331579 CAATS# 104218
10044697 39777 RADIO CONTROL SYSTEM*See Lons Descr (Alt Cnt CAATS# 15897 W lO L247
30033439 39774 MODEM - UPGRADE EQUIPMENT CMTS# 65545
30042944 39714 MODEM CAATS# 106611
30043225 t9774 DATA NETWORK CONNECTION TO CORP NETWORK DZP R / 200s I C I DUg / L00287 t3
30045739 397t4 CISCO SYSTEMS MULTI SERVICE NETWORK ROUTERS ctrcl2006lcl40s/02Hw rNcL HW McKs & sYs
30048506 397L7 FIBER OPTIC TRANSMITTERIRANSCEIVER Eq# 3740 wBs rrD/2006/c/ooLl L00297 41 388 WOLV CR
30057021 t97L7 FIBER OPNC CABLE - ADSS TIDM/2004/C{OOZ/02
30057022 197t7 FIBER OPTIC TRANSMITTER/TRANSCEIVER EQ# 3857 T|DM / 2004 I ClO02l02 DMX HC
30057023 397t7 FIBER OPTIC PATCH PANEL TIDMl2004/C(002/02
30054616 39723 DIGITAL DEHYDRATOR SYSTEM DZP R I 2008 / C / O02 / LO03s62s
300546L7 39723 RADIO (RF) CONSTELLATION HARRISPSTRATEX EQ#DZP R I 2008 / C I OO2 / L003s625
30044698 39726 EOUIPMENT MCK/SHELF*See Lonc Descr (Alt Cnt CMTS# 16897 WlO 1247
30053680 39726 TELEPHONE PROTECTOR BLOCKS ER37262t3
30053681 39726 TETEPHONE PROTECTOR BLOCKS. ADDTL COSTS ER37262L3
30054618 39726 EQUIPMENT RACVSHELT DzP R / 2oO8 / C / OO2 | 7m3s 62s
30057024 39726 EQUIPMENT RACIVSHELF T|DM/2004/C/O02/O2
30054404 39729 DIGITAL CHANNEL DZP R / 2008 / C / N2 / LO035 624
3005/1405 39729 SYNCHRONIZING STANDARD DZPR/ 2008 / C I 002 / L0035624
30054808 39729 DIGITAL CHANNEL rDM / 2005 I Cl 037 / Lo03L848 + 10032861
30057025 39729 DIGITAL MU LTIPLEX SYSTEM TIDMl2004lgl002/02 COASTCOM 24 SLOT SHEt
30054809 39732 LINE TRAP 345KV \oM / 200s / cl 037110031848
30054810 39732 LINE TUNING UNIT TtoM I 200s / cl 037110031848
30054812 39732 PLC TMNSMITTER/RECEIVER SET EQ# 385786 r'DM / 2005 / Cl 037l10031848
30015425 39735 BATTERY AND RACK 48VDC ER 3713880 C&D 175A
30033025 3973s BATTERY AND RACK EQ# 331355 CAATS# 65746
30033026 39735 BATTERY CHARGER CMTS# 55746
30048495 39735 BATTERY CHARGER 48VDC wBS Trf D/2006/C/O0L|L0029741388 WOLV CR
30054519 39735 BATTERY AND RACK DZPR/ 2008 I C I O02 / Lo03s62s
30054620 39735 BATTERY CHARGER SAGEON 161KV YARD EQ# 383338 DZPR/ 2008 / C / O02 / Lo03s62s
30054621 39735 AC POWER TRANSFER PANEL DZPR I 2008 I C / O02 / t003s62s
30057028 39735 GENEMTOR TMNSFER PANET DZP Rl 20tO I C I OR9/10039834
300s8802 39735 UNINTERRUPTIBLE POWER SUPPLY (UPS)ctTcl2006lcl4t2l270
30015407 39738 TELEM/FSK RECEIVER ASSEMBLY ER 3431160
300154(x,39738 TELEM/FSK TRANSMITTER ASSEMBLY ER 3431160
30015440 39738 PROTECTIVE RETAYING RECEIVER ER 100387
300754/.2 39738 PROTECTIVE RETAYING TRANSM ITTER ER 100387
30033035 39738 Analog Telementrv Receiver wBs DsPr/1s99 / ClO22 I 0t2
30043124 39738 PANEL.RElAY AND CONTROL CAATS# 101083
30057020 39738 PROTECTIVE RELAYING TERMINAL RFL 9745 EQ# 38 TIDM I 200s I c I o37 I to03L848
30057027 39738 TELEM/TRANSMITTER OR RECEIVER TERMINAL ER 3527637 2ND BUS VOLTAGE TELEMETRY POI
30051553 39747 INTERNET PROTOCOL (IP) TELEPHONE SYSTEM ctrc/2006/cl4t2/2L0
30015413 39744 PARTY LINE SELECTOR ER 3394145
30015421 39744 CALL SEQUENCER ER 3541547
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page 172
EXECUTION VERSION
30048509 39744 TELEPHONE SWITCH RS.232 wBs TilD/2006/CIOO,/ 100297 41,388 WOLV CR
30058371 39744 TELEPHONE LINE SHARING SWITCH rtDMl2004/c/002/02
30032828 39747 ANTENNA SYSTEM CMTS# 64872
30054623 39747 (2) ANTENNA SYSTEMS.6'DZP R I 2008 / C / O02 / LOO3s62s
30054624 39747 {2I RADOMES 6'TEIGAR DZP R / 2008 / C / OO2 I LOO35, 625
300s4625 39747 TOWER FOUNDATION RE.BUILD (EQ #362491)DZP R I 2008 I C / N2 I tOO3562s
30054626 39747 (2) WAVEGUIDE DzP Rl 2008 / Cl Oo2 / t003s62s
30054627 39747 GROUNDING GRID DZP Rl 2008 / Cl O02 / L0035625
30055188 39753 AIR CONDITIONER. FREE STANDING OUTSIDE A/C TZP R I 2@9 I C lT R9 / LOO38A7 3
30058372 397s3 UNDERGROUND ENCLOSURE . VAULT TzP R I 2009 I C lr R9/10038873
40084269 35311 CAPACITOR CELL 161 KV TZP R I 20tL / Cfi R6 / tO045542
40084270 35311 CAPACITOR FUSE 161 KV TZP R / 20tL I ClTR6 I 70045542
40083291 35311 CAPACITOR CELL 161 KV TZP R I 2011 I C lT R6 I 10042044
40083292 3s311 CAPACITOR FUSE 161 KV TZP R I 2O1U C lT R6 I 1OO42O44
40055319 35311 CAPACITOR CELL Eq# 331475 ER 85.5942 161KV 36MVAR GE 1OOKVAR
40084662 35315 GROUP OPERATED SWITCH 161KV 2OOOA TLPR/20L2/C/O0L{ESA
40084168 35319 REI.AY AND CONTROL TZPR I 2otr / C/TRU1004536s
40088444 35319 RETAY AND CONTROL TZP R I 2013 / ClTRv100s060s
40084563 35327 INSULATOR, POST 169KV TZPRl20tz/Cl001/ESA
40084664 35327 INSULATOR, POST 161KV TZPR{20L2lClOotlESA
40084661 35327 BUS 1ZPR|20L2/CIO0LIESA
40088443 35327 BUS TZP R / 2Ot3 / C lT Ru100 s060s
30054527 3900s BUILDING - COTTAGE ER 85-318
30059607 39011 SEWER SYSTEM ER 3326386 COTTAGE #2
30001168 39405 GENERAL MASS UNITIZATION 1998 BATANCE CONVERSION
30001166 39405 GENERAL MASS U N ITIZATION 1998 BATANCE CONVERSION
3000836s 3950s GENERAL MASS UNITIZATION 1998 BATANCE CONVERSION
30008367 3950s GENERAL MASS UNITIZATION 1998 BALANCE CONVERSION
30008369 39505 GENERAL MASS UNITIZATION 1998 BALANCE CONVERSION
30064756 39700 cY2013 GOSHEN 34s SUB COMM EOU|P (C/C 13696)
30063245 39700 cY2012 GOSHEN SUB COMM EOU|P (C/C 13696)
30064754 39700 cy2013 GOSHEN 161 SUB COMM EQU|p (C/C 13696)
30059171 t9729 DIGITAT MULTIPLEX SYSTEM. ATTAS 550 & COASTCOM TfiO12007 /C|OiLIWCGSP2DA DAF
30065523 39700 cY2014 GOSHEN 161 COMM EOUrP (C/C 136961
Location: 540060 - Jim Bridger Substation, WY
Asset FERC Class Asset description 2nd Line of Description
40007544 3s201 CABLE TRAY CMTS #13057
40007548 35201 CONTROL BUILDING CMTS #13057
4003822t 35201 CONTROL BUILDING ROOF CAATS# 54232
40007552 35201 FLOOR CAATS #13057
40056L77 35205 HEATER (BASEMENT}TJBM/2005/C/003
40058066 35205 HEATER 48OV 1OKW TJBM/2005/C/006
40007584 3s205 HVAC SYSTEM CAATS #13057
40038222 35205 HVAC SYSTEM CAATS# 63682 AIR CONDITIONING SYSTEM
40007568 35207 ELECTRICAL SYSTEM CAATS #13057
40007580 t5207 GROUND MAT CAATS #13057
4000756/.15207 LOAD CENTER CAATS #13057
40007592 35207 PANEL CAATS #13057
40075533 35209 SECURITY SYSTEM wBs rz Rs/2008/c/002/t@35467 AWEC
40007588 3s2t5 FIRE PROTECTION SYSTEM CMTS wO 4329
40007s72 35227 CABLE TRENCH CMTS #13057
400075t2 3s227 CLEARING, GRADING, & FITT MATERIAT (SURF CAATS #10711
40007576 35227 CONDUIT CMTS #13057
40007515 35227 CULVERT (FOR YARD DRAINAGE SYSTEM)CMTS #10711
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page 173
EXECUTION VERSION
40007s60 35227 DRAINAGE SYSTEM CAATS #13057
40007532 3s227 FENCE CMTS f10711
40077933 35227 FENCE ERSr-L2754-5t7
40007524 35227 GATE CAATS f10711
40007528 35227 GATE CMTS #10711
40007508 35227 ROADWAY, INCL. CLRING, GRADING, SURFACE CAATS #10711
40007535 35227 SITE PREPARATION & EXCAVATION CAATS #13057
40063290 3s227 SLIDE GATE ER 20009
40007520 35227 WHEEL GUARD CAATS #10711
40049623 3s229 FLOODLIGHT ER 31-17813-586
40036927 35300 RS232 SWTTCH w Bs cE N G/1999 I Cl O98 lW 65597
40063292 35301 CURRENT TRANSFORMER ER 16507 WEST
40053381 35301 DOBLE LINK ER 11690
40021098 35317 CONDUIT CAATS #10711
40077932 35317 CONDUIT ER3t-L2754-5t7
40063369 35317 UNDERGROUND ENCLOSURE(MANHOLE)ER 11359 COVER ONLY
40055386 35319 ANNUNCIATOR wBs rwYM/200s/c/030
40077929 35319 ANNUNCIATOR 36 PT ER3L-t2754-577
40058972 35319 DIGITAL FAULT RECORDER rJBM/2006/C/OOI
40063383 35319 FAULT RECORDER ER22628
40021190 35319 TOAD CENTER CAATS #60192
4002L293 35319 OSCILLOGRAPH CAATS #105078
400L8247 35319 RELAY AND CONTROI.CAATS #60031
40021105 35319 RELAY AND CONTROL CAATS #60031
40053273 35319 RETAY AND CONTROL CAATS wO 11780
40057780 35319 RETAYAND CONTROT CAATS# 10725
40057782 35319 RETAYAND CONTROT CAATS# 10726
40057783 35319 RELAY AND CONTROI.CAATS# 12893
40021309 35319 REIAY AND CONTROL CAATS# 4553
4005778r'.35319 RETAY AND CONTROL CAATS# 62800
40057796 35319 RELAY AND CONTROL CAATS# 62841
40057809 35319 RETAY AND CONTROT CAATS# 62882
40038219 35319 RETAY AND CONTROT CAATS# 63617 MICROWAVE PANEL
40063384 35319 RETAY AND CONTROL ER22678
40063294 3s319 RETAY AND CONTROL ER 4s293
40079L26 35319 RELAY AND CONTROL TIBM/2004lclOO2lOt
40078952 35319 RELAY AND CONTROT TzRs I 2009 I c lT R2 / L0037 9 43
400789s3 35319 RELAY AND CONTROL TZRS/2009/C/rR2 I L0037 944
40070L72 35319 RELAY AND CONTROL wBs rMGM/2006 / Cl 004 I LO03777 2
40070203 35319 RELAY AND CONTROT wBs rMGM/2006 I Cl OO4 / LOO3777 3
40078702 35319 RELAY AND CONTROT wBs zRs/2008/c/009, BRLYS
40063374 35319 SATELLITE CLOCK ERtt277
40077930 35321 AUTOMATIC TRANSFER SWITCH ER31-72754-5t7
40036047 3s32L BATTERY AND RACK wBs DEVA/1999 I CIOOU COO0L57S
40047847 35321 BATTERY AND RACK 125VDC wBs rJBM/2@3/C/003 200AH C&D
40021110 35321 BATTERY CHARGER CA,ATS #59396
400/.7844 35321 BATTERY CHARGER 125VDC WBS TJBM/20O3 lCIOO3 2OA IAMARCHE
40063358 35321 RECTIFIER/INVERTER ER 18219 120VDC TO 120VAC 250A
4007793r'.35323 GENERATOR ER3t-12754-517
40021213 35325 GROUND GRID SYSTIM CMTS #60031
40027134 35325 GROUND MAT CAATS #10711
40021305 35327 LIGHTNING ARRESTER ER 45410{269
40063373 35327 LIGHTNING ARRESTER 36KV ER 2841 0N T-3381
40077939 35?27 LIGHTNING ARRESTER 36KV ERSt-t2754-577
4002lto2 1532t POWER AND CONTROL CABLE CAATS #10711
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page 174
EXECUTION '|/ERSION
4002\142 35327 POWER AND CONTROL CABLE CAATS #10711
40027746 35327 POWER AND CONTROL CABLE CAATS #10711
40021150 35327 POWER AND CONTROL CABLE CAATS #10711
40021154 3s327 POWER AND CONTROL CABLE CAATS #10711
40021158 3s327 POWER AND CONTROL CABLE CMTS #10711
40021162 35327 POWER AND CONTROL CABLE CMTS #10711
40027766 35327 POWER AND CONTROL CABLE CMTS #10711
4002t227 35327 POWER AND CONTROL CABLE CAATS #60031
40057799 3s327 POWER AND CONTROL CABLE CMTS# 62841
40057807 3s327 POWER AND CONTROL CABLE CMTS# 62882
40077940 35327 POWER AND CONTROL CABLE ERSL-t2754-5L7
40079725 35327 POWER AND CONTROL CABLE TJBM/20041C/O02/07
4007870L 35327 POWER AND CONTROL CABLE wBs TzRs/2008/c/009/J BRLYS
40077938 35329 LIGHTING FIXTURE/SYSTEM ER3L-72754-517
40021301 3s339 FIRE PROTECTION SYSTEM CMTS wO 7539942L
40040246 35340 RAZ Y2K CONTROTS DTEC/ 7999 / C/OO8/C0036801 TO BRTDGER
40040765 35340 TRAVELING WAVE FAUTT LOCATOR SYSTEM CMTS #63251
400272L6 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS #105078
400272t2 35341 REMOTE TERMINAL UNIT (SCADA RTU)CAATS #60031
40047692 35341 REMOTE TERMINAL UNIT (SCADA RTU)flBM/2003/ClO04
400633s5 3s341 SEQUENCE OF EVENT RECORDER ER 17310
4002tlt4 35342 SEOUENTIAL EVENT RECORDER CAATS #59397
40021174 35342 SEQUENTIAL EVENT RECORDER REBUILD wBs TJBM/200slC/002
30058820 39708 TELLABS DATA BRIDGE TtBM/20041C/OO2lO7
30058821 39714 OATA SWITCH rJBM12004lC(OO2/Ot
30058825 397t4 ROUTER 'tJBM/2Oo4/c/oO2/OL
30037062 39723 ANALOG MICROWAVE RADIO cENG/1999/C/060
30044193 39723 MW RADIO EQUIP CMTS# s1301 W lO 3826
30058823 39726 EQUIPMENT SHELF T]BMl2004lClOO2/0t
30027198 39726 RADIO COMM, CTV, TRANSDUCER CMTS #7540060
300114194 39729 CHANNET BANK CMTS# 51301 WlO3826
30058822 39729 DIGITAL MU LTIPLEX SYSTEM.COASTCOM M flBu12004/ClOO2l07
30036272 39735 48 VDC 1OO AMP BATTERY CHARGER flBMl2002lC/RDF/07
30036271 39735 640 AMP BATTERY BANK AND RACK TtBMl2002/CIRDF/O7
30044t97 39735 AC POWER EOUIP CAATS# 51301 W lO 3826
30044198 39715 DC POWER EQUIP CAATS# 51301 WlO3826
30042tu 39738 AUDIO-TONE PROTECTIVE RELAYING SYSTEM CAATS# 11380
3004215s 39738 AUDIO.TONE PROTECTIVE RELAYING SYSTEM CMTS# 14337
30042166 39738 AUDIO-TONE PROTECTIVE RELAYING SYSTEM CAATS# 14344
30027208 39738 AUDIO-TON E PROTECTIVE RELAYING TERMINAL CAATS WO 840
30027270 3974r'.TELEPHONE CAATS# 13057
30044199 39747 ANTENNA CAATS# 51301 W tO 3826
3004420t 39747 TOWER CMTS# 51301 WlO3826
40088316 35205 HVAC (AIR CONDITIONER}TZRS / 2073 / ClTR6 / L00s0/.22
40086963 35219 FOUNDATION AND SUESTRUCTURE TZRS / 201t / C fi 00 / t004so42
40085954 35227 CLEARING, GRADING, & FILL MATERIAL (SURF TZRS / 20 7r / C /TU4l3 62 KVC B
400857t2 35227 CTEARING, GRADING, & FILL MATERIAL (SURF TW O / 2077 I Cl 003/J BRASCD
40086964 35227 OIL STORAGE TANK (TANK392594)rzRs / 2o,l / c n oo / 10045042
40086629 35227 ROADWAY, INCL. CIRING, GRADING. SURFACE TZRS / 20 L0 / C lT RL / 100 4t645
40085759 3s227 ROADWAY, INCL. CLRING, GRADING, SURFACE sJtM / 207Lu C I 037lU lGSU
40085715 35301 REACTOR INSTALT COSTS EQ# 392863 TI|IfYO/20LL|C/O03/JERASCD 345KV 600A 2mH
40085716 35301 REACTOR INSTALL COSTS EQ# 392864 TW(O |20LL/C|O03/JBRASCD 345KV 600A 2mH
40085717 35301 REACTOR INSTALL COSTS EQ# 392865 TwYO/z0Lt/cloo3rBRAScD 34sKV 600A 2mH
40085715 35301 REACTOR EQ# 392863 TWrc /2071/ C/003/BRASCD 34sKV 500A 2mH
40085716 35301 REACTOR EQ# 392864 TWrc /20L7/clo03/BMscD 34sKV 600A 2mH
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT A Page | 75
EXECUTION VERSION
4004s7t7 35301 REACTOR EQ# 392855 TIM(O IZOIL|CIOO3IBRASCD 345KV 6004 2mH
4008s953 35309 BREAKER EQ# 392253 TZRS I 201L I C lTU4l362KVCB
40086625 35309 BREAKER HEATER TANK EO# 383502 TZRS I 20 t0 I C lT RL I L00 4 7645
40086625 3s309 BREAKER S/N H362A258720L EQ# 383s02 TZRS / 20 10 I C lT RL / L00 4 164s
40085525 35309 BREAKER INSTALT COSTS EQ# 383502 TZRS/2010/C/TR t I t004164s
40084770 35317 CONDUIT TZRS I 20 12 I C lT R6 / tO0465 L4
40085955 35317 FOUNDATION AND SUBSTRUCTURE TZRS I 20 tL / C lT u4l3 62 KVCB
40085713 35317 FOUNDATION AND SUBSTRUCTURE YW O / 201L I Cl O03/J BRASCD
40085718 35317 STEEL STRUCTURE TW O / 2O1L/ Cl OO3/J BRASCD
40086630 35317 STEEL STRUCTURE TZRS / 20t0 / C lT RL / L00 4L6 4s
40086626 35317 CABLE TRENCH f zRs I 20Lo / c lr Ru too4].64s
4008737L 35319 RELAY AND CONTROL TZRS I 20L3 I C lT R2 I tOO4856 1
40087998 35319 RELAY AND CONTROL TZRS I 20Lr I C lT R2 I LOO44'7 6
40088124 35319 RELAY AND CONTROL f z{s I 20tt / c lT R2 / too44t27
40086420 35319 RELAY AND CONTROL f zRs I 20 LU c lr R2 / too44s7 4
40086529 3s319 RELAY AND CONTROL TZRS I 20Lt I C lTR2 / LOO4r'5So
40086s27 3s319 RELAY AND CONTROL TZRS I 20L7 / C lrRz I 7004/57 9
40087372 35319 RELAY AND CONTROL TZRS I 20 LU C lT R6 | 10044458
40087373 3s319 RELAY AND CONTROL rzRs I 20 LU c lT R2 I 70044s7 3
40047493 35319 DIGITAL FAULT RECORDER. UPGRADE CARD TO WISP TUTHIaOLLIC/OO3ILOO434'2 SYNCHROPHASER SYSTEM
40087757 3s319 RELAY AND CONTROL TZRS I 20 L3 I C lT R2 I 1004966t
40086595 35319 RELAY AND CONTROL 1"w( o I 20Lt / cl ooS/JBRASDAT
400a6297 35319 RELAY AND CONTROL TZRS I 20L1 / C lT R2 / 7004/l62t
40086423 35319 RETAY AND CONTROL TZRS I 20 Lt I C lT R2 /10044623
40086292 35319 RELAY AND CONTROL TZRS I 20 L7 I C lTRz I 1004/,622
40084t42 35319 REI-AY AND CONTROL TZRS I 20 LU C lT R2 / ilO0/.38S7
40085284 35319 RETAY AND CONTROL rzRs I 20 LU c lT R2 I 10044t28
40046244 35319 RETAY AND CONTROL f zRs I 20 Lt / c lT R2 I 1o044t29
4008il22 35319 RETAY AND CONTROL TZRS I 20 Lt / C lT R2 / 1004457 7
40084660 35319 REI.AY AND CONTROL TWrc / 2010 I ClTM R/10042028
40081561 35319 REI-AY AND CONTROL TZRS I 20 n I C fi R2 I 10042256
40082050 35319 RETAY AND CONTROL cw Es I 2007 / c I o02lB RG BO RA H
40082051 35319 RETAY AND CONTROL cw Es / 2007 I c / o02lB RG KN P RT
40082049 35319 RETAY AND CONTROL cw Es / 2007 I c / o02lB RG Bo RA H
40086628 35319 RETAY AND CONTROL TZRS/2o 10/C/TR L I LOO4I64S
40083306 35319 RETAY AND CONTROL T\Mt O I 20 10 I C n MN IO0/2027
400857I4 35325 GROUND GRID SYSTEM lvfyol201ugl003/BRASCD
40085956 35325 GROUND GRID SYSTEM TZRS / 20tL / C lT U 4 I 3 62KV CB
40047756 35327 POWER AND CONTROL CABLE TZRS I 2013 I C lT R2 I tOO49661
40084659 35327 POWER AND CONTROL CABLE TW( O I 2010 I CITM R/10042028
4008/.771 t5327 POWER AND CONTROL CABLE TZRS I 2012 I C lT R6 / tOO465 74
4008s711 35327 BUS TW O I 201L1 Cl O03/J BRASCD
40083305 35327 POWER AND CONTROL CABLE TW O I 2010 I CITMR I L0042027
40086627 35327 POWER ANO CONTROL CABLE TZRS I 2010 / CITRL / LOO4L645
40086236 35340 STEP-UP TMNSFORMER SPARE EQf 10038321 SIIM I2O7LI CIO'UU1GSU GE.PROLEC
40053s73 3s340 STEP.UP TRANSFORMER DISSOLVED GAS ANALYZER T.3/I87 stu I 20721 C I 08s/GSUSEV
40025077 35340 STEP-UP TMNSFORMER DISSOLVED GAS ANALTZER T.345 sJtM I 20121 c I o85/GSUSEV
40053620 35340 STEP-UP TMNSFORMER TEMP GAUGE EQ# 339969 SJIM / 2017l/ Cl 037lU lGSU
40053620 35340 STEP-UP TMNSFORMER LOAD TAP CHANGER EQ# 339969 sJtM I 20t7Ll Cl 037lU lGSU
40085758 35340 RETAY AND CONTROI.sJtM I 20t7t I cl 037lu lGsu
400857s7 35340 BUS sJtM I 20t7Ll Cl 037lU lGSU
40053620 35340 STEP.UP TRANSFORMER INSTALL COSTS Eq# 339969 sJtM / 2ott]^l cl 037lu lGsu
40083335 35341 HMI (MONITOR)rz(s I 20 tU c lT R2 I 10044330
40081455 35341 HMI MONITOR TZRS I 20 70 / C lT R6 / tOop.LsT L
300114190 39005 SHELTER XFERED FROM NU CMTS - Proi 51301 WO 3825
JOINT OWNERSHIP AND OPERATING AGREEMENT_EXHIBIT A Page 176
EXECUTION VERSION
30059688 39011 SITE DEVELOPMENT XFERED FROM NU CMTS - Proi 51301 WO 3825
30058824 39120 FIREWALL flBM/2004/c/oo2/0L
30054755 39700 CY2O13 BRIDGER SUB COMM EAUIP (C/C 13918)
40037972 35319 RETAY AND CONTROL CMTS #37855
4006342s 35319 REIAY AND CONTROL CAATS# 64841
40055241 35319 REISY AND CONTROL T lBM / 200s / C / 007 / 70027 424
40047923 35319 REI.AY AND CONTROL Ttf./ru I 2002 I C/001/10016783
40065263 35319 RELAY AND CONTROL TWYM /2 00 s/C/O 46 I L002537 0
40065262 3s327 POWER AND CONTROL CABLE TW M / 200s / Cl 046 / 7002s37 0
30037769 39705 SCADA L&G TW M I 2002 I C/00y10012390
30047883 39774 MODEM CAATS# 64841
30037772 39777 FIBER OPTIC TRANSMITTER/RECEIVER TV'r( M / 2002/ C/001/100 12390
300/L287 39729 JB SUB DIG MULT CARD FOR T1 CIRC JB TO CASPER ctTcl2005lc/50L/5L
30058806 39729 DIGITAL CHANNEL TIDM I 200s I c / o37 / LO032866
30037773 39729 DIGITAL MULTIPLEXER TwY M / 2002 I C100 r10012390
30037774 39729 DIGITAL MULTIPLEXER SHELF TWY M / 2002/ Cl O0u10012390
30033442 39738 AU DIO-TONE PROTECTIVE RELAYING SYSTEM CAATS #37677
30033448 39738 AU DIO-TONE PROTECTIVE RELAYING SYSTEM CAATS #37855
30047884 39738 TRANSMITTER. RECEIVER. 125 VDC, RFL 6745 CAATS# 64841
3003777L 39738 Telemetrv Receiver TWY M I 2002 / Cl O0V10012390
30037770 39734 Tone Relav Equip TW M I 2002 I Cl O01/10012390
40084979 3s227 CLEARING, GRADING & FILL MATERIAL TtD12007 lclO02lJBSUB
40084980 3s317 CONDUIT T[DI2007ICIOO2IJBSUB
40084985 35319 RELAY AND CONTROT TilD/2007/CIOO2IBSUB
40084982 35325 GROUND GRID SYSTEM TtDl2007lC/OO2hBSUB
40084984 35327 POWER AND CONTROL CABLE T|lDl2007lC/OOzTBSUB
40084986 35341 SEQUENTIAL EVENT RECORDER rnDl2ooTlc/oo2lBsuB
30061281 39700 cy2010 JB suM coMM EQUrp (c/c 13918)
Locations 085051 - Populus Substation, lD
Asset & Sub#FERC Asset description
1032660 3501000 POPULUS SUB LAND. BASTION PROP IDBA.OOlg
3043120 3501000 POPULUS SUB LAND IDBA-0O16
3043110 3501000 POPULUS SUB LAND IDBA.OO1s
3043130 3501000 POPULUS SUB LAND IDBA.OO17
400801440 3s20000 CONTROL BUILDING
400801s30 3520000 METAL CABINET (FOR FIBER OPTICS)
400802060 3520000 SECURITY SYSTEM
400801490 3520000 FOUNDATION AND SUBSTRUCTURE. CTRL BLDG
400801420 3520000 CLEARING, GRADING, & FILL MATERIAL (SURF
400801470 3520000 FENCE & GATES
400801570 3530000 STATION SERVICE TRANSFORMER
400801430 3530000 CONDUIT
400801480 3s30000 FOUNDATION AND SUBSTRUCTURE - COMMON
400803840 3530000 CABLE TRENCH
400801550 3530000 RELAY AND CONTROL
400803040 3s30000 RETAY AND CONTROL
400866940 3530000 RELAY AND CONTROT
400885860 3530000 RETAY AND CONTROT
400801450 3s30000 DIGITAL FAULT RECORDER
400801340 3530000 ANNUNCIATOR
400801400 3530000 CABLE TERMINATION CABINET
400802010 3530000 METERING PACKAGE (CVVT} 345KV
400801350 3530000 AUTOMATIC TRANSFER SWITCH
JOINT OWNERSHIP AND OPERATING AGREEMENT - E)GIIBIT A Page 177
400801360 3s30000 BATTERY AND RACK 125VDC EO# 381622
400801370 3530000 BATTERY AND RACK 48VDC EQ# 381620
400801380 3530000 BATTERY CHARGER 125VDC EQ# 381623
400801390 3s30000 BATTERY CHARGER 48VDC EQ# 381621
400801500 3530000 GENERATOR
400801510 3530000 GROUND GRID SYSTEM
400802030 3530000 OIL SPILL CONTAINMENT
400866930 3530000 POWER AND CONTROT CABLE
400801540 3530000 POWER AND CONTROI CABLE
400801520 3537000 HMI AUTOMATION (PC, PRINTER, SOFTWARE)
400801560 3537000 REMOTE TERMINAL UNIT (SCADA RTU)
300586560 3900000 PREFAB BUILDING - 2 ROOM GFRC CONCRETE 11'x24'
300601730 3900000 SITE CLEARING
300601740 3900000 SITE GROUNDING
300601970 3970000 CY2O1O COMMUNICATION EOUIPMENT (CC 13696) JO
300591510 3970000 CY2OlO COMMUNICATION EQUIPMENT (CC 13696) CA
300613090 3970000 DA CY2O11 POPULUS COMMUNICATIN EQUIP (C/C 12580}
300643030 3970000 C'T2012 POPULUS SUB COMM EQUIP (CC 13695)
300s86410 3970000 RTU - GE CANADA
300586420 3970000 ROUTER - CTSCO 2811
300585430 3970000 DEHYDRATOR SYSTEM
300586440 3970000 RADIO (RF) 11 GHZ 28DS1TO RED ROCK EQ#XXXXXX
300586450 3970000 EQUIPMENT RACK/SHELF w FUSE PANEL
300s86460 3970000 DIGITAL MULTIPLEX SYSTEM COASTCOM R4O9
300586470 3970000 BATTERY AND RACK DEKA EAST PENN UNIGY II EQ#XXXXXX
300586480 3970000 BATTERY AND RACK EQ #XXXNO(
300586490 3970000 BATTERY CHARGER EQSXXXXXX
300586500 3970000 AC POWERTMNSFER PANET
300586510 3970000 EMERGENCY POWER GENEMTOR SYSTEM ONAN 35KW
300586520 3970000 PROPANE STORAGE TANK
300586530 3970000 ANTENNA SYSTEM . HP6-1O7.PIA EQ#XXXXXX
300586540 3970000 ANTENNA SYSTEM - 6'TELGAR RADOME
300586550 3970000 TOWER SABRE S3TL 150' EO#XXXXXX
300586900 3970000 WAVEGUIDE
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)G{IBIT A Page | 78
EXECUTION VERSION
EXHIBIT B
35011
35011
35011
35200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
3s200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
3s200
35200
LAND OWNED IN FEE TS
PERMANENT LAND IMPROVEMENTS TS
PERMANENT I.AND IMPROVEMENTS TS
DRAINAGE SYSTEMS-CU LVERTS, ETC
YARD SURFACING. GRAVEI- ETC,
YARD SURFACING. GRAVEL, ETC.
ENGR, SURVEYING OR CONSULTING
PERIMETER FENCE & GATES
WATER WELL PUMP
SEPTIC TANK & CESSPOOL
SEWER LINE
LIGHT LOWERING DEVICE & LIGHT
LIGHT MAST
FOUNDAIION . STATION BUILDING
COMPLETE STATION BUILDING
BUILDING PLUMBING SYSTEM
BUILDING HVAC SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
D.C. EMERGENCY FIXTURE
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
LOCAL SERVICE FND
FOUNDATION - COMMUNICATION
EQUIPMENT PAD
LIGHTING MAST FND
CONCRETE SURFACE TRENCH WLIDS
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
Description of Idaho Power Common Equipment2
1974
1975
7977
7976
7976
r977
t976
r977
t977
7977
t977
t977
L977
t977
L977
t977
L977
L977
7977
1977
t977
t977
t977
7977
L977
L977
L977
7977
1995
2 An updated list of Idaho Power's Common Equipment that reflects any changes in
Idaho Power's Common Equipment between the Execution Date and the Effective Date shall be
mutually agreed to by the Parties pursuant to the JPSA and the updated list shall replace the
above list effective as of the Effective Date.
JOINT OWNERSHIP AND OPERATING AGREEMENT - EXHIBIT B PagelT9
35200
35200
35200
35200
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
353fi)
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
353fi)
35300
35300
35300
35300
35300
35300
35300
35300
UNIWALKS
LOCAL SERVICE STRUCTURE
M ETAL STRUCT - COMM U NICATION
15KV BUS SUP, CT, PT, MISC STR
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
INSUI-ATORS - PIN OR POST
10, DISC INSUI-ATORS
266.8 MCM CONDUCTOR ALUMINUM
LIB" X1" FLAT BAR COPPER
CONTROL WIRE - LOW VOLTAGE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
fl18 - #19 CONTROL WIRE
#18 - #19 CONTROL W|RE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL WtRE
#14 - #16 CONTROL WtRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROI WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO - #12 CONTROL WrRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
s10 - #12 CONTROL WIRE
#10 - #12 CONTROL WrRE
#70 - #L2 CONTROL WtRE
*70 . *L2 CONTROL WIRE
*to - *12 coNTRoL wtRE
*to - #72 CoNTROL WrRE
L977
L977
L977
L977
t977
1995
1977
t977
1977
1977
1977
1995
1980
1991
1993
1995
1995
1995
1980
1993
1995
1996
1995
1993
L977
t977
1980
1996
1996
1;977
1980
1991
1995
1991
1993
1995
1977
1995
1991
1995
1995
1995
EXECUTION T/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT - E)GIIBIT B Page | 80
35300
35300
35300
3s300
35300
35300
35300
3s300
3s300
35300
35300
3s300
35300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
353(x)
3s300
3s300
#10 - #12 CONTROL W|RE
#7 - #9 CONTROL WIRE
#7 - #{' CONTROL WIRE
#7 - #9 CONTROL WIRE
#7-#CONTROLWIRE
#7 - #9 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #5 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - f6 CONTROL WIRE
#1 . #6 CONTROL WIRE
4/o coPPER CONTROL WIRE
350 MCM ALUM CONTROLWIRE
350 MCM COPPER CONTROLWIRE
5OO MCM COPPER CONTROLWIRE
COMPOSITE CABLE - LOW VOLTAGE
GROUNDING AND FITTINGS
#6 COPPER GROUND
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
7/16 COPPER GROUND
2/O COPPER GROUND
250 MCM COPPER GROUND
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
2" - 3-7/2" CONDU|r
2" -3-!2" CONDUTT
2" -3-1/2" CONDUIT
5'' CONDUIT
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
sOKVA LOCAL SERVICE XIMR
167-499KVA LOCAL SERVICE XFMR
SWITCH . POWER FUSE
CONTROL RACIVPANEL FRAME
L977
L977
L977
1980
L977
L977
t977
t977
L977
1977
1977
1995
1,977
!977
L977
1977
1995
1995
1977
t977
1995
L977
1977
t977
1995
1995
L977
t977
L977
1995
t977
t977
1995
L977
t977
L977
1995
L977
L977
L977
L977
L977
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATINGAGREEMENT _EXHIBIT B Page | 81
35300
35300
35300
35300
35300
35300
3s300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL RACVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIqPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROT RACIVPANEL FRAME
CONTROL RACVPANEL FRAME
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERAls
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EqUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
1977
7977
L977
r977
1991
1995
1995
1995
L977
L977
1977
1995
1995
1995
1995
1995
1995
1995
1995
1995
1995
1995
1993
1995
t977
t977
1980
1980
1965
L977
1980
1955
L977
1980
1980
L977
1977
1980
1980
1995
1995
1995
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT_DC{IBM B Page | 82
35300
35300
35300
35300
3s300
3s300
35300
3s300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
39720
39720
39720
39720
39720
35300
35300
35300
35200
35300
39720
39720
39720
39720
35200
SCADA EQUIPMENT
COMM RACIVPANEL FRAME
COMM RACK/PANEL FRAME
COMMUNICATIONS EQUIP
AUXITIARY LOAD CENTER
LOAD CENTER, AC
IOAD CENTER, DC
10 - 40 AMP CIR BRKR
10 - 40 AMP CIR BRKR
TMNSFER SWITCH
AI3RM SYSTEMS-WIRED CIRCUITS
BOX, CABINET OR PANEL
OTHER METERING EQUIPMENT
OTHER METERING EQUIPMENT
MISC OFFICE FURNITURE
CHAIR
CHAIR
CHAIR
DESK
DESK
DESK
DESK
FILE CABINET
TABLE
TABLE
COMPUTER AND PERIPHEMLS
PRINTER
MICROWAVE, ANTENNA
MICROWAVE, EQUIPMENT
MICROWAVE, EQUIPMENT
MICROWAVE, CARD UNIT
MICROWAVE, CARD UNIT
#18 - #19 CONTROL WIRE
#14 - #16 CONTROL WIRE
#ro - #12 CoNTROL W|RE
SMOKE DETECTOR
METER
MICROWAVE, EQUIPMENT
MICROWAVE, ANTENNA
MrcRowAVE, STRUCT(POLES&FlX)
MrcRowAVE, STRUCT(POLES&FIX)
BUILDING HVAC SYSTEM
1991
t977
L977
1977
1977
1977
1995
1991
1995
7977
1992
1995
1995
1995
L975
1952
1953
t964
1931
1950
1951
197'l
1977
7952
1954
1991
1991
1999
1999
1999
1999
1999
1999
1999
1999
2001
1999
2000
2000
1998
1998
2004
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Page | 83
3s300
35300
35300
35300
35300
35300
35200
35200
35300
35300
3s300
35200
3s200
35200
35200
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
39740
39740
39740
AUXILIARY LOAD CENTER
130 VOLT BATTERY CHARGER
130 VOLT BATTERY
BATTERY RACK
SAFETY SWITCH
PROTECTION EQUIPMENT
SITE PREPARATION & IMPROVEMENT
SUPERSTRUCTURE ROOF
CONTROL MCIVPANEL FRAME
DISTANCE / FAULT LOCATOR
COMMUNICATIONS EQUIP
FOUNDATION - OTHER EQUIPMENT
CONDUIT & FITTINGS UNDERGROUND
METAL STRUCT - OTHER SUPPORT
METAL STRUCT - EQUIPMENT
CONTROL WIRE - LOW VOLTAGE
COAXIAL CABLE
GROUNDING AND FITTINGS
CONDUIT& FITTINGS ABOVE GROUN
SMALL ELECTRICAL ENCLOSURE
CONTROL MCIVPANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
AI.ARM/MONITORING EQUIPMENT
ALARM/MONITORING EQUIPM ENT
ALARM/MONITORING EQUIPM ENT
SCADA MCK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA EQUIPMENT
SCADA COMPUTER AND PERIPHERATS
FIBER, MISC EQUIPMENT
FIBER, MISC EQUIPMENT
FIBER, CARD SHELF
2004
2003
2003
2003
2003
2005
2005
2005
2006
2006
2006
2005
2006
2006
2006
2005
2006
2006
2006
2006
2006
2006
2006
2006
2005
2005
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2007
2007
2007
EXECUTION I/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT_E)GIIBIT B Page | 84
39740
39740
39740
39740
39740
3s300
39120
35300
35300
3s300
35300
35200
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
39500
39500
35300
35300
3s300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
35300
FIBER, CARD SHELF
FIBER, CARD UNIT
FIBER, CARD UNIT
FIBER, WIRE/CABLE
FIBER, WIRE/CABLE
ATARM/MONITORING EQUIPMENT
NETWORK EQ
CONTROL WIRE - LOW VOLTAGE
COAXIAL CABLE
GROUNDING AND FITTINGS
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE - LOW VOITAGE
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
OTHER I.AB/RESEARCH EQUIPMENT
OTHER LAB/RESEARCH EqUIPMENT
CONTROL WIRE . LOW VOLTAGE
CONTROL RACIVPANE[ FRAME
PROTECNON EQUIPMENT
PROTECTION EQUIPMENT
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL MCIVPANET FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANET FRAME
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
2007
2007
2007
2007
2007
2008
2009
2009
2009
2009
2009
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2009
2009
20t2
2072
2072
2012
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT - EXHIBIT B Page | 85
catecory Adelaide Description Vln Year
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
353fi)
35300
35300
3s300
35300
35300
35300
35300
COMMUNICATIONS EQUIP
CONTROL WIRE. LOW VOLTAGE
CONTROL WIRE. LOW VOLTAGE
FIBER OPTIC CABLE
FIBER OPTIC CABLE
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
COMM RACIVPANEL FRAME
COMM RACIVPANEL FMME
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
48 VOLT BATTERY CHARGER
48 VOLT BATTERY CHARGER
48 VOLT BATTERY
48 VOLT BATTERY
BATTERY RACK
BATIERY RACK
TRANSFER SWITCH
TRANSFER SWITCH
METERING EQUIPMENT
COMMUNICATIONS EOUIP
2008
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2012
2012
35011
3s011
35011
35011
3s200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
3s200
LAND OWNED IN FEE TS
TAND OWNED IN FEE TS
PERMANENT LAND IMPROVEMENTS TS
PERMANENT LAND IMPROVEMENTS TS
YARD SURFACING. GRAVEL ETC.
YARD SURFACING - GRAVEL ETC.
YARD SURFACING - GMVEL, ETC.
SITE EXCAVATION
SITE EXCAVATION
ENGR, SURVEYING OR CONSULTING
ENGR, SURVEYING OR CONSULTING
ROAD EXCAVATION
ROAD EXCAVATION
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
WATER WELI PUMP
WATER WELL PUMP
t972
1983
1975
1983
L975
L982
1983
t972
1983
L972
1983
1972
1983
1975
1982
1983
1975
1983
EXECUTION T/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Page | 86
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
WATER SYSTEM
WATER SYSTEM
WATER WELL
WATER WELL
SEPTIC TANK & CESSPOOL
SEPTIC TANK & CESSPOOL
SEWAGE DMIN SYSTEM
SEWAGE DRAIN SYSTEM
SEWER LINE
OIL CATCH BASIN
LIGHT LOWERING DEVICE
LIGHT LOWERING DEVICE
LIGHT MAST
LIGHT MAST
LIGHT MAST, LOWER DEVICE & LIG
LIGHT MAST, LOWER DEVICE & LIG
FOUNDATION - STATION BUILDING
FOUNDATION - STATION BUILDING
COMPLETE STATION BU ITDING
COMPLETE STATION BUILOING
BUILDING PLUMBING SYSTEM
BUILDING PLUMBING SYSTEM
BUILDING HVAC SYSTEM
ArR CONDTTTONERS &/OR COOLERS
EXHAUST FANS & DUCT
HUMIDIFIER
BUILDING ELECTRICAL SYSTEM
BU ILDI NG ELECTRICAL SYSTEM
BU ILDING ELECTRICAL SYSTEM
BU ILDING ELECTRICAL SYSTEM
BU ILDING ETECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
BU ILDING ELECTRICAL SYSTEM
AIR COMPRESSOR FND
FOUNDATION . COMMUNICATION
EQUIPMENT PAD
UGHING MAST FND
LIGHTING MAST FND
LIGHTING MAST FND
TUNNELS
L97S
1983
L975
1983
t975
1983
t975
1983
t975
L975
t975
1983
L975
1983
1977
1983
7975
1983
1975
1983
7975
1983
1983
1983
1983
1983
L975
1983
L975
1983
7975
1983
7975
1983
t975
!975
1975
!975
L977
1983
1975
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _EXHIBIT B Page | 87
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
3s200
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
TUNNELS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE ABOVE GROUND CABLEWAY
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONOUIT & FITTINGS UNDERGROUND
TREAD PTATES
TREAD PLATES
UNIWALKS
UNIWALKS
METAL STRUCT. COM MUN ICATION
HEATERS
HEATERS
LIGHTING
LIGHTING
WELL HOUSE (INACNVE)
WELL HOUSE (TNACflVE)
TOOL SHED, MAINT BLDG, ETC
TOOL SHED, MAINT BLDG, ETC
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
INSUI.ATORS. PIN OR POST
BUS - RIGID WITH FITTINGS
15KV POWER CABLE
15KV POWER CABLE
15KV POWER CABLE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROT W|RE
#18 - #19 CONTROT W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
1983
L975
t975
1982
1983
1975
7979
1983
t982
1983
L975
1983
1975
1975
1983
t975
1983
L975
1983
1975
1983
1975
1983
1975
1975
1975
L975
1983
1985
1991
1993
1995
1975
1975
1995
1982
1983
1985
1991
1995
1996
EXECUTION YERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Page | 88
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
3s300
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - f19 CONTROL WIRE
f18 - f19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL W|RE
#18 - f19 CONTROL WIRE
f18 - f19 CONTROL WIRE
#14 - f16 CONTROL WIRE
#14 - #16 CONTROL WIRE
f14 - #16 CONTROL WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 -#t6 CoNTROLWIRE
#L4.#L6 CONTROLWIRE
#L4-#16 CONTROLWIRE
#14 - #16 CONTROL WIRE
#L4 - #L6 CONTROL WIRE
fi14 - #16 CONTROL WIRE
COAXIAL CABLE
COAXIAL CABLE
COAXIAL CABLE
#70 - #72 CONTROL WIRE
#70 - #12 CONTROL WIRE
#to -#L2 CoNTROL WIRE
#70 -#12 CoNTROL WIRE
#10 - #12 CONTROL WIRE
#to - #12 CoNTROL WIRE
#10 - #12 CONTROL WIRE
#10 - #12 CONTROL WIRE
#10 - #12 CONTROL WIRE
#ro - #12 coNTRoL wtRE
1997
1982
1983
198s
1996
1977
7977
1982
1983
1985
1993
1995
1977
1979
199s
1975
1982
1983
1993
1995
1975
L975
t975
1985
1991
t975
L982
1983
1982
t982
1983
L982
1983
1985
1985
1991
1993
1995
1995
1980
1981
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT_EXHIBIT B Page | 89
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
3s300
35300
3s300
35300
35300
35300
353fl)
35300
35300
35300
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO. #T2 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 -*12 coNTRoLWTRE
#70 -#12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO - *L2 CONTROL WIRE
#10 - f12 CONTROL W|RE
#10 - #12 CONTROL W|RE
s10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO. #L2 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#TO.#L2 CONTROLWIRE
#10 - f12 CONTROL WIRE
#LO -*72 CONTROLWIRE
*to - #t2 coNTRoL wtRE
#10 - #12 CONTROL W|RE
#to - #12 CoNTROL W|RE
#70 - *L2 CONTROL WIRE
#to - *12 coNTRoL wrRE
#LO - *L2 CONTROL WIRE
STO - #L2 CONTROL WIRE
fl7 - f9 CONTROT_ W|RE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 . #9 CONTROL WIRE
#1 - #6 CONTROL W|RE
#1 . #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #6 CONTROL W|RE
#1 - #6 CONTROL W|RE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROT W|RE
1982
1983
1995
L975
L975
t982
1983
1985
1991
1993
1995
1995
1981
1984
t987
1995
L979
t975
L975
1975
1981
1982
1983
1991
1995
1975
1975
7975
1977
1980
1982
1983
1985
7975
t975
t975
1982
1983
1995
L982
1983
EXECUTION I/ERSION
JOTNT OWNERSHIP AND OPERATING AGREEMENT _ E)C{IBM B Page | 90
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
#1 - #5 CONTROL WIRE
#1 - #5 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #5 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #5 CONTROL WIRE
1/0 coPPER CONTROL WIRE
2/0 coPPER CONTROL WIRE
2/0 coPPER CONTROL WrRE
5OO MCM ALUM CONTROL WIRE
UO ALUM CONTROL WIRE
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
#4 COPPER GROUND
#4 COPPER GROUND
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
216 COPPER GROUND
216 COPPER GROUND
716 COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
5OO MCM COPPER GROUND
5OO MCM COPPER GROUND
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
1995
L975
1982
1983
1982
1983
1995
L975
t975
L982
1983
L975
L975
t982
1983
7975
1982
1983
1975
1983
L975
1982
1983
L975
t982
1983
1975
7979
1982
1983
L975
t979
1980
L982
1983
7975
1983
1977
!975
t975
L975
EXECUTION I/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)G{IBIT B Page | 9l
35300
3s300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
3s300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
3s3(x)
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
3s300
3s300
35300
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
2" -3-112" CONDUTT
2" -3-L/2" CONDUTT
2" -3-t12" CONDUTT
2" -3-u2" CONDUrr
2" -3-u2" CONDUIT
2" -3-7/2" CONDUn
2" -3-t/2" CONDUrr
2" - 3-L12" CONDUTT
2" -3-t/2" CONDUTT
2" - 3-L12" CONDUTT
2" -3-t/2" CONDUTT
2" -3-L/2" CONDUTT
4, CONDUIT
4" CONOUTT
4" CONDUIT
4" CONDUIT
4.'CONDUIT
4.'CONDUIT
5" CONOUTT
5'CONDUIT
SMALT ELECTRrcAL ENCLOSURE
SMALT ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
15.49KVA LOCAL SERVICE XFMR
15.49KVA LOCAL SERVICE XFMR
15.49KVA LOCAL SERVICE XFMR
15-49KVA LOCAL SERVICE XFMR
15.49KVA LOCAL SERVICE XFMR
MOTOR MECHANISM
SWITCH. POWER FUSE
CONTROL RACIVPANEL FRAME
1982
1983
1975
1982
1983
7975
t975
1981
1:975
t975
L975
1981
L982
1983
L975
1981
L982
1983
t975
L9A2
1983
t975
L979
1982
1983
1982
1983
1982
1983
L975
1981
1982
1983
L975
L975
t975
L982
1983
1975
1975
7975
EXECUTION T/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _E)C{IBTT B Pagel92
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL RACIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACI(PANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROT RACIVPANEL FRAME
CONTROT RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANET FRAME
CONTROL COMPUTER & PERIPHERAl.s
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
CONTROL COMPUTER & PERIPHERAts
ATARM/MONITORING EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
CONTROL COMPUTER & PERIPHERALS
METERING EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
1983
t975
1996
t975
L975
1983
1985
1985
1975
L975
1975
r975
L975
1991
1995
1995
1995
L975
1995
1995
1995
1995
1995
1995
1995
1995
1995
1996
1991
1991
1982
1983
1996
1975
t982
1983
1995
1993
1996
7974
1975
EXECUTION T/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT -EXHIBIT B Page | 93
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROT EQUIPMENT
SCADA MCK/PANEL FRAME
SCADA MCIVPANEL FRAME
SCADA MCIVPANEL FRAME
SCADA MCIVPANEL FMME
SCADA MCIVPANET FRAME
SCADA MCIVPANEL FRAME
SCADA MCK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
1975
1975
1975
1980
1985
L97S
1985
L975
1980
1983
1985
1975
1977
1985
L975
t977
1982
1983
1985
1981
1984
1985
1987
1975
1985
1991
1995
1995
1995
1995
1996
L975
1983
L975
1983
L975
1983
1985
L976
1983
L976
EXECUTION I/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)C{IBIT B Pagel94
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
YARD LOCAL SERV OR LOAD CENTER
48 VOLT BATTERY CHARGER
48 VOLT BATTERY CHARGER
48 VOLT BATTERY
48 VOLT BATTERY
BATTERY RACK
BATTERY RACK
BATTERY RACK
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, DC
LOAD CENTER, DC
LOAD CENTER, DC
10.40 AMP CIR BRKR
VOLTAGE ALARM
VOLTAGE AI.ARM
AUXILIARY POWER XFMR 1PH
AUXILIARY POWER XFMR 1PH
25KVA 1 PH XFMR
25KVA 1 PH XFMR
sOKVA 1 PH XFMR
sOKVA 1 PH XFMR
75KVA 3 PH XFMR
75KVA 3 PH XFMR
112KVA 3 PH XFMR
112KVA 3 PH XFMR
SOOKVA 3 PH XFMR
sOOKVA 3 PH XFMR
LKV A 48O / 24O-L20 VOLT XFM R
LKV A 480 | 240-L20 VOLT XFM R
OTHER METERING EQUIPMENT
OTHER METERING EQUIPMENT
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
CHAIR
1983
L976
1983
1985
1975
L982
1983
L982
1983
L975
L982
1983
L975
L975
L982
1983
t975
L982
1983
1995
L975
1983
1975
1983
1975
1983
1975
1983
1975
1983
t975
1983
L975
1983
L975
1983
L982
1983
t979
1983
L975
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _EXHIBIT B Page | 95
35300
35300
35300
3s300
35300
35300
3s300
3s300
35300
35300
35300
35300
39720
39720
39720
39720
39720
39720
39720
35300
35300
35300
35200
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
39720
CHAIR
DESK
DESK
FILE CABINET
FILE CABINET
FILE CABINET
PRINT HOLDER
PRINT HOLDER
TABLE
TABLE
COMPUTER AND PERIPHERALS
INTERCOM SYSTEM
MICROWAVE, CARD UNIT
MICROWAVE, EQUIPMENT
MICROWAVE, EQUIPMENT
MICROWAVE, CARD UNIT
MICROWAVE, CARD SHELF
MICROWAVE, CARD UNIT
MICROWAVE, EqUIPMENT
#18 - #19 CONTROL W|RE
CONTROL MCIVPANEL FRAME
CONTROL COMPUTER & PERIPHERALS
EQUIPMENT PAD
15KV POWER CABLE
#18 - #19 CONTROL WrRE
#10 -#12 CONTROLWTRE
2" -3-!2" CONDUTT
4" CONDUIT
AUXILLARY GENERATOR
#14 - f16 CONTROL W|RE
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
ALARM/MONITORING EQUIPMENT
ALARM/MONITORING EQU IPMENT
CONTROL COMPUTER & PERIPHERALS
CONTROL WIRE - LOW VOLTAGE
#18 - #19 CONTROL WtRE
#14 - #16 CONTROL WtRE
#10 - #12 CONTROL W|RE
PROTECTION EQUIPMENT
MICROWAVE, BATTERY
1983
L975
1983
1975
1979
1983
t975
1983
1956
1983
L992
L975
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
EXECUTION I/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT_ E)GIIBIT B Page | 96
39720
35300
35300
35300
35300
3s300
39720
39720
39720
39720
35200
35200
35300
35300
35300
39720
35300
35300
35200
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
39720
35300
35300
35300
35300
35200
35300
35300
MICROWAVE, EQUIPMENT
130 VOLT BATTERY CHARGER
130 VOLT BATITRY
BATTERY RACK
SAFETY SWITCH
xFM 196 133 13KV 150/250MVA 1P
M rcRowAVE, STRUCT(POLES&F|X)
M rcRowAVE, STRUCT(POLES&FIX)
MICROWAVE, PANEL UNIT
MICROWAVE, PANEL UNIT
COMPLETE STATION BU ILDING
SMOKE DETECTOR
METERING EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
MICROWAVE, EQUIPMENT
CONTROL RACIVPANEL FRAME
AIARM/MONITORING EqUIPMENT
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE . LOW VOLTAGE
PRIMARY CURRENT XFMR
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
PROTECTION EQUIPMENT
MDF BOARD FOR COMMUNICATIONS
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
AUXILIARY LOAD CENTER
CONTACTOR
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONTROL WIRE - LOW VOLTAGE
MICROWAVE, EQUIPMENT
PROTECTION EQUIPMENT
DISTANCE / FAULT LOCATOR
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONCRETE SURFACE TRENCH WLIDS
BARRIER. FENCE, EQUIP PROT
GRATING
1999
2000
2000
2000
2000
2000
1998
1998
1998
1998
2001
2001
1999
1999
1999
2000
1998
1998
2003
2003
2003
2003
2003
2003
2003
2003
2003
2003
2003
2003
2004
2004
2004
2004
2005
2005
2007
2007
2007
2007
2007
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _EX{IBIT B Page 197
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
3s300
35300
39740
39740
39740
39740
35200
35300
3s300
35300
35300
3s300
35300
39120
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL WIRE - LOW VOLTAGE
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
SCADA RACK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA MCK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA COMPUTER AND PERIPHEMI.S
AUXILIARY POWER XFMR 3 PH
AIARM/MON ITORING EQUIPMENT
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
FIBER, MISC EQUIPMENT
FIBER, CARD SHELF
FIBER, CARD UNIT
FIBER, WIRE/CABLE
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE . LOW VOLTAGE
GROUNDING AND FITTINGS
COMM RACIVPANEL FRAME
COMM RAC(/PANEL FRAME
COMM MCIVPANEL FRAME
YARD LOCAL SERV OR LOAD CENTER
NETWORK EQ
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
FIBER OPTIC CABLE
FIBER OPTIC CABLE
CONDUIT & FrTTINGs ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONTROL RACVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2008
2007
2007
2007
2007
2008
2008
2008
2008
2007
2007
2007
2007
2007
2007
2007
2009
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
EXECUTION I/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Page | 98
3s300
35300
3s300
35300
39720
39720
39720
35300
35300
35300
35300
3s300
35200
3s200
35300
35300
3s300
35300
35300
3s300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35200
35200
3s300
35300
35300
35300
3s300
35300
COMMUNICATIONS EOUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
MICROWAVE, BATTERY
MICROWAVE, BATTERY CHARGER
MICROWAVE, EQUIPMENT
COMM RACIVPANEL FRAME
COMMUNICATIONS EQUIP
CONTROL WIRE - LOW VOLTAGE
CONDUIT & FITTINGS ABOVE GROUN
AUXILIARY LOAD CENTER
BUILDING HVAC SYSTEM
BUILDING HVAC SYSTEM
CONTROL WIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
COMPOSITE CABLE - LOW VOLTAGE
COMMUNICATIONS EqUIP
COMMUNICATIONS EQUIP
CONTROL WIRE. tOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
COMM RACIVPANEL FRAME
COMM MCIVPANEL FRAME
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONTROL WIRE. LOW VOLTAGE
CONTROL WIRE. LOW VOLTAGE
COMM MCI(PANEL FRAME
COMM RACIVPANEL FRAME
COMMUNICATIONS EqUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE. LOW VOLTAGE
CONTROL WIRE. LOW VOLTAGE
COAXIAL CABLE
COAXIAL CABLE
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
2008
2008
2008
2008
2009
2009
2009
2009
2009
2009
2009
2009
2009
2010
2011
2077
20ro
2010
20LL
20t2
20L2
20t2
20L2
20t2
20L2
20t2
20t2
20L2
20L2
20t2
20L2
20t2
20t2
2010
20L0
2010
20to
2010
20to
2010
2010
EXECUTION I/ERSION
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL MCIVPANEL FMME
CONTROL RACIVPANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
AUXILIARY LOAD CENTER
AUXILIARY LOAD CE].ITER
CONTROL WIRE. LOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
COMPOSITE CABLE - LOW VOLTAGE
COMPOSITE CABLE. LOW VOLTAGE
COAXIAL CABLE
COAXIAL CABLE
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANET FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL RACVPANEL FRAME
CONTROL MCK,/PANEL FRAME
CONTROL MCVPANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FMME
CONTROL MCK/PANEL FMME
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
COMMUNICATIONS EQUIP
20to
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
EXECUTION 'I/ERSION
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Category Borah Descriotlon Vin Year
35300
3s300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35200
35300
36500
36600
36600
36600
36700
36700
35300
COMMUNICATIONS EQUIP
PROTECTION EQUIPMENT
CONTROL WIRE. LOW VOLTAGE
GROUNDING AND FITTINGS
CONDUIT & FITTINGS ABOVE GROUN
YARD LOCAL SERV OR LOAD CENTER
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
FIBER OPTIC CABLE
FIBER OPTIC CABLE
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONTROL RACIVPANET FRAME
CONTROL MCIVPANET FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
PROTECTION EQUIPMENT
PROTECAON EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
METERING EQUIPMENT
CONCRETE SURFACE TRENCH WLIDS
STN POWER CABLE AND FITTINGS
PAD-3PH SECT ENCLOSURE. PRIMAR
VAULT BASE SECTION
VAUTTTOP SECTION
CON DUIT DUST.DI RECT BU RIAL.PRI
UG CONDUCTOR-PRIMARY 15KV
SECT ENCLOSURE 3PH. PRIMARY
GROUNDING AND FITTINGS
20LO
20L2
2012
20L2
20L2
20L2
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2007
2007
20L2
20L3
2013
2013
2073
2013
20t3
20L3
2013
2073
EXECUTION T/ERSION
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35300
35011
35300
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35300
35300
353(x)
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
2000
2008
2077
2010
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
23OKV CIRCUIT BREAKER
I-AND OWNED IN FEE TS
COMMUNICATIONS EQUIP
SITE PREPARATION & IMPROVEMENT
PERIMETER FENCE & GATES
WATER SYSTEM
WATER WELL
COMPLETE SEPTIC SYSTEM
YARD LIGHT SYSTEM
FOUNDATION - STATION BUILDING
COMPLETE STATION BUILDING
BUILDING PTUMBING SYSTEM
BUILDING HVAC SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDING FIRE PROTECTION
FOUNDATION - STRUCTURE
FOUNDATION - OTHER EQUIPMENT
CONCRETE SURFACE TRENCH WLIDS
CONDUIT & FITTINGS UNDERGROUND
METAL STRUCT. OTHER SUPPORT
METAL STRUCT. EQUIPMENT
wooD PoLE - Mtsc
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
INSUIATORS. PIN OR POST
BUS. RIGID WITH FITTINGS
STN POWER CABLE AND FITTINGS
STN POWER CABLE AND FITTINGS
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
COAXIAL CABLE
FIBER OPTIC CABLE
GROUNDING AND FITTINGS
EXECUTION VERSION
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
75KVA LOCAL SERVICE XFMR
5OO.1499KVA LOCAL SERVICE XFMR
SWITCH - POWER FUSE
CONTROL MCIVPANEL FRAME
CONTROL MCVPANEL FMME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACK/PANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANET FRAME
CONTROL RACK/PANEt FRAME
CONTROL MCIVPANET FRAME
CONTROL MCIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
2010
2010
2010
2010
2010
2010
2010
2010
20t0
2010
2010
2070
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
EXECUTION VERSION
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35300
3s300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
20LO
20to
2010
2010
2010
2010
2010
2010
2010
2010
20L0
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECAON EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
METERING EQUIPMENT
AI.ARM/MONITORING EqUIPM ENT
SCADA RACK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA MCK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
COMM RACIVPANET FRAME
COMM RACIVPANEL FRAME
COMM RACIVPANEL FRAME
COMM RACIVPANEL FRAME
COMM MCK/PANEt FRAME
COMM RACIVPANEL FRAME
COMM RACVPANEL FRAME
COMM RACK/PANEL FRAME
DISTANCE / FAULT TOCATOR
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
YARD LOCAL SERV OR IOAD CENTER
'A VOTT BATTERY CHARGER
48 VOIT BATTERY CHARGER
EXECUTION VERSION
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35011
35011
35011
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
LAND OWNED IN FEE TS
LAND OWNED IN FEE TS
I.AND OWNED IN FEE TS
RETAINING WAL6
SITE PREPAMTION & IMPROVEMENT
DRAI NAGE SYSTEMS-CULVERT' ETC
YARD SURFACING - GRAVEI. ETC.
YARD SURFACING - GRAVEL, ETC.
YARD SURFACING - GRAVEL, ETC.
SITE EXCAVATION
BLACKTOP
GRAVEL
GRAVEL
CULVERTS
ROAD EXCAVATION
ROAD REGRADING
CONCRETE WALK
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
WATER WELL PUMP
WATER SYSTEM
WATER WELL
COMPLETE SEPTIC SYSTEM
WATER STORAGE RESERVOIR
YARD LIGHT SYSTEM
YARD LIGHTSYSTEM
YARD LIGHTSYSTEM
YARD LIGHT SYSTEM
t972
L972
t976
t970
t972
7976
L972
7972
1972
1972
1976
L979
\972
L972
L972
1984
1980
1976
7992
1976
1976
1976
1976
L976
t976
1980
1992
L976
EXECUTION YERSION
Gtesory Hemincwav Description Vin Year
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
130 VOLT BATTERY CHARGER
48 VOLT BATTERY
130 VOLT BATTERY
BATTERY RACK
TRANSFER SWITCH
BUILDING SECURITY SYSTEM
BUILDING SECURITY SYSTEM
BOX, CABINET OR PANEL
MISC OFFICE FURNITURE
MISC OFFICE EQUIPMENT
COMMUNICATIONS EQUIP
2010
2010
20to
2010
2010
2010
2010
2010
2010
2010
2077
JOINT OWNERSHIP AND OPERATING AGREEMENT_E)GIIBIT B Page | 105
35200
35200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
3s200
35200
3s200
35200
3s200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
YARD LIGHT SYSTEM
YARD LIGHT SYSTEM
LIGHT STANDARD
LIGHT STANDARD
FOUNDATION . CONDENSER BLDG
FOUNDATION . STATION BUILDING
COMPLETE STATION BUILDING
COMPLETE STATION BUILDING
PIPING FOR PTUMBING
SHOWER
WATER HEATER
BUILDING HVAC SYSTEM
HEATER & AIR CONDITIONER COMBI
HEATER & AIR CONDITIONER COMBI
AIR CONOITIONER TRANSFORMER
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDING LIGHT FIXTURE
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDI NG ELECTRICAL SYSTEM
O.C. EMERGENCY FIXTURE
BUILDING ELECTRICAT SYSTEM
CATWALK FND
FOUNDATION . COMMUNICATION
COMMUNICATION BOX FND
OUTDOOR CABINET FND
FOUNDATION. METALCLAD
LIGHTING MAST FND
TUNNELS
CONCRETE ABOVE GROUND CABLEWAY
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONDUIT UNDER GROUND CABLEWAY
CONDUIT & FITTINGS UNDERGROUND
UNIWALKS
CONCRETE MANHOLE WCOVER
CONCRETE MANHOLE WCOVER
1980
L976
L976
1992
1980
1976
1976
1980
1976
t976
t976
t976
1980
1980
1980
t976
t976
1980
1980
t976
1980
t976
t976
L976
L976
L976
1993
1976
1992
1976
1976
L976
1981
7992
t979
1980
1981
1981
L976
1981
t992
EXECUTION VERSION
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35200
3s200
35200
35200
35200
35200
3s200
35200
35200
3s300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
CABLE RISER SUPPORT
CATWALK STRUCTURE
METAL STRUCT. COMMUNICATION
STATIC BAR SUPPORT STRUCTURE
WELL HOUSE (INACNVEI
TOOLSHED, MAINT BLDG, ETC
HEATERS
LIGHTING
PLUMBING
BARRIER - FIRE, SWITCHING, ETC
HANDRAIL
GRATING
CABLE TRAY AND ACCESSORIES
4-7KV PrN/POST INSULATORS
10KV P|N/POST TNSUTATORS
10KV PrN/POST rNSUI-ATORS
10KV PrN/POST rNSU LATORS
10KV PrN/POST TNSULATORS
INSUI.ATORS. PIN OR POST
2/0 AWG CONDUCTOR COPPER
250 MCM CONDUCTOR COPPER
266.8 MCM CONDUCTOR ALUMINUM
336.4 MCM CONDUCTOR ALUMINUM
397.5 MCM CONDUCTOR ALUMINUM
15KV POWER CABLE
15KV POWER CABLE
15KV POWER CABLE
15KV POWER CABLE
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE. LOW VOLTAGE
#18 - #19 CONTROT WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROT WIRE
#18 - #19 CONTROT WIRE
#18 - #19 CONTROT WIRE
#18 - f19 CONTROL WIRE
#18 - #19 CONTROL WIRE
f18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
L976
L976
1976
1976
1976
1976
t976
L976
L976
L976
t976
L976
L976
L976
L976
1981
1984
t987
t976
1985
1981
L976
L976
1976
t976
L976
1980
1976
1976
1976
1991
1995
7976
1980
1981
1986
1990
1991
1992
1993
1995
EXECUTION T/ERSION
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35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
3s300
#18 - f19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WtRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROT W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#I4 - #L6 CONTROL WIRE
#T4 -#L6 CONTROLWIRE
#14 - #15 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #15 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - f15 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL WtRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #15 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL W|RE
COAXIAL CABLE
#TO - #L2 CONTROL WIRE
#TO . #L2 CONTROL WIRE
#LO - #L2 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
1996
L997
1980
L992
L976
t979
1981
1991
1992
L976
1979
1982
!976
1979
1981
1995
1992
1976
1979
1991
1992
1993
1980
1980
1993
1996
1990
1980
1981
1991
7976
1980
1981
1990
7976
7976
1980
1981
1992
1996
1980
EXECUTION T/ERSION
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35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
fiLO - #72 CONTROL WIRE
#LO . #12 CONTROL WIRE
#10 - #12 CONTROL WIRE
#to -#12 CoNTROLWIRE
#10 - #12 CONTROL WIRE
#10 - f12 CONTROL WIRE
#7O.*L2 CONTROLWIRE
#TO . *L2 CONTROL WIRE
#t0 - #t2 coNTRoL wlRE
#10 - #12 CONTROL WIRE
#10 - #12 CONTROL WIRE
#to - #12 coNTRoL wlRE
#to - #72 CoNTROL WIRE
#LO.#12 CONTROLWIRE
#10 - #12 CONTROL WIRE
#LO - #72 CONTROL WIRE
#LO - *L2 CONTROL WIRE
#\O - #12 CONTROL WIRE
#to -#L2 CoNTROLWIRE
#ro - #12 coNTRoL wrRE
#to - *72 CoNTROL WIRE
#t0 -#12 coNTRoLwlRE
#LO - #T2 CONTROL WIRE
#to - #12 CoNTROL WIRE
#10 - #12 CONTROL WIRE
*LO -*T2 CONTROLWIRE
#10 - #12 CONTROL WIRE
#10 -*12 CoNTROLWIRE
#10 - #12 CONTROL WIRE
#t0 - #12 coNTRoL wrRE
#to -#t2 CoNTROLWIRE
#70 -#12 CoNTROLWIRE
#to -#12 coNTRoLWIRE
#10 -#12 CoNTROLWIRE
#to -#12 coNTRoLWIRE
#10 -#L2 CONTROLWTRE
#7 - #9 CONTROL W|RE
#7 . #9 CONTROL WIRE
#7 - #!' CONTROL W|RE
#7 - #!' CONTROL WIRE
#7 - #9 CONTROL WIRE
1980
1990
1991
L992
1995
L979
1980
1995
L976
1980
1981
1981
1991
1992
1996
1980
1992
7976
1992
1980
1981
1984
7987
1995
1979
t9?6
1983
1991
1992
1995
1996
t976
1981
1981
t976
1981
1981
L976
L979
1983
t976
EXECUTION VERSION
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35300
35300
35300
35300
35300
35300
35300
35300
3s300
3s300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
353(x)
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
3s300
35300
35300
#7 . #9 CONTROL WIRE
f7 - #9 CONTROL W|RE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL W|RE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 . f6 CONTROL WIRE
#1 - #5 CONTROL W|RE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL W|RE
#1 . #6 CONTROL WIRE
#1 - #5 CONTROL W|RE
#1 . f6 CONTROL WIRE
VO ALUM CONTROL WIRE
2/o coPPER CONTROL WtRE
250 MCM ALUM CONTROL WIRE
250 MCM ALUM CONTROL WIRE
350 MCM COPPER CONTROLWIRE
350 MCM COPPER CONTROT WIRE
350 MCM COPPER CONTROLWIRE
350 MCM COPPER CONTROLWIRE
5OO MCM ALUM CONTROLWIRE
750 MCM COPPER CONTROLWIRE
10fi) MCM COPPER CONTROL WIRE
UO ALUM CONTROL WIRE
COMPOSITE CABLE - LOW VOLTAGE
COMPOSITE CABTE. LOW VOLTAGE
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#7 COPPER GROUND
7/16 COPPER GROUND
7/16 COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
1980
1983
1981
1980
1992
1976
1981
1980
1980
L976
L976
1976
1992
7976
1979
1992
1980
L976
L976
t976
t976
t976
1980
1980
1976
r980
1980
1980
1995
1996
t992
L976
L976
1980
L992
L976
L976
L992
1976
t979
1980
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3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
4/O ALUMINUM GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
5OO MCM COPPER GROUND
5OO MCM COPPER GROUND
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FIfiINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
2" -3-7/2" CONDUTT
2" -3-t/2" CONDUTT
2" -3-!2" CONDUTT
2" - 3-u2" CONDUTT
2" -3-L12" CONDUTT
4" CONDUIT
4..CONDUIT
4" CONDUIT
4..CONDUIT
5" CONDUIT
1981
1984
1985
L987
L992
L976
L976
L979
1980
1981
t992
L976
1980
L976
L979
L976
L976
L992
L976
t976
L976
L979
1981
7976
7975
1981
1980
1976
L976
1979
1976
t976
t976
L992
t992
t976
L976
L979
1992
7976
1979
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35300
35300
35300
35300
35300
353fi)
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
5'CONDUIT
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
5OO.1499KVA LOCAL SERVICE XFMR
5OO-1499KVA LOCAL SERVICE XFMR
UNDER 15KVA LOCAL SERVICE XFMR
15-49KVA LOCAL SERVICE XFMR
15-49KVA LOCAL SERVICE XFMR
167.499KVA LOCAL SERVICE XFMR
500-1499r(l/A LOCAL SERVICE XFMR
5OO-1499KVA LOCAL SERVICE XFMR
CONTROT RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL MCIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL MCIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
L992
L992
L976
1981
L992
1980
1980
1982
L976
L992
1981
L973
1981
L976
1976
t976
1980
1980
L976
L976
L976
L976
1976
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
1980
EXECUTION VERSION
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35300
35300
35300
35300
35300
35300
3s300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
3s300
CONTROL RACIVPANET FRAME
CONTROL RACIVPANEI- FRAME
CONTROL RACIVPANET FRAME
CONTROL MCIVPANEI. FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACI(PANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACI(PANEL FRAME
CONTROL RACIVPANEL FRAME
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERAL5
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERALS
ALARM/MONITORING EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
ALARM/MONITORING EQU IPMENT
ATARM/MONITORING EQUIPMENT
ATARM/MONITORING EQUIPMENT
AI-ARM/MONITORING EQU IPM ENT
METERING EQUIPMENT
L992
t976
1991
1991
1995
L976
t976
t976
1990
1996
1980
1980
1980
1980
t976
!979
1979
L992
1976
7976
7992
1996
1996
1996
1995
1995
1981
1990
1996
1996
L992
1990
1996
L976
1990
1990
1986
1986
1980
1980
1993
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35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EqUIPMENT
CONTROL EQUIPMENT
CONTROL EqUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROT EQUIPMENT
CONTROT EQUIPMENT
CONTROT EQUIPMENT
CONTROL EQUIPMENT
SCADA MCIVPANEL FRAME
SCADA EQUIPMENT
COMM MC(/PANEL FRAME
COMM RACK/PANEL FRAME
YARD LOCAL SERV OR IOAD CENTER
t997
L976
t976
1976
1976
1976
1976
1980
1983
t972
L976
L976
L979
1981
1984
L987
1981
1980
1980
1980
1980
1980
1980
1980
1980
1986
1985
1990
1990
1991
1990
1996
1992
7992
1995
1996
1991
1992
1976
7976
7976
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35300
35300
35300
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35300
35300
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35300
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3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
1980
t997
L997
L976
1980
1976
1992
7992
1992
L976
1980
t997
t976
L976
t976
t976
t976
L976
t976
t976
1982
L992
t976
1989
1982
L9A2
L976
1981
L976
1952
1953
1980
L979
L976
L979
1980
L947
1950
t976
1949
1995
JUNCTION BOX
48 VOLT BATTERY CHARGER
48 VOLT BATTERY
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, DC
LOAD CENTER, DC
10 - 40 AMP CIR BRKR
41 . 1OO AMP CIR BRKR
3 POIE DISCONNECT
3 POTE DISCONNECT
3 POIE DISCONNECT
CONTACTOR
VOLTAGE AIARM
AUXILIARY POWER XFMR 1PH
1OOKVA 1 PH XFMR
AUXILIARY POWER XFMR 3 PH
sOOKVA 3 PH XFMR
45KV 480 VOLT XFMR
3OKV 480 VOLT XFMR
EVENTS RECORDER (INACTIVE)
At.ARM SYSTEMS.WIRED CIRCU ITS
SPECIAL METERING COMPUTER
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
CHAIR
CHAIR
DESK
DESK
DESK
DESK
FILE CABINET
FILE CABINET
FILE CABINET
FILE CABINET
DRAFTING TABLE
DRAFTING TABLE
TABLE
TABLE
COMPUTER AND PERIPHERALS
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3s300
3s300
39720
39720
39720
39720
35300
35300
35300
3s300
35300
3s300
35300
3s200
35200
3s300
3s300
3s300
35300
35300
3s300
35300
3s300
35300
39720
39720
39720
35200
35200
35300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
COMPUTER AND PERIPHERALS
COMPUTER AND PERIPHERALS
INTERCOM SYSTEM
MICROWAVE, CARD UNIT
MICROWAVE, EQUIPMENT
MICROWAVE, CARD SHELF
MICROWAVE, CARD UNIT
#18 - #19 CONTROL W|RE
CONTROL RACIVPANEL FRAME
CONTROL COMPUTER & PERIPHERALS
#14 - #16 CONTROL W|RE
CONTROL MCIVPANEL FMME
AI3RM/MONITORING EQUIPM ENT
CONTROL COMPUTER & PERIPHERALS
EQUIPMENT PAD
CONDUIT & FITTINGS UNDERGROUND
15KV POWER CABLE
AUXILI.ARY GENERATOR
#18 - #19 CONTROL WtRE
#14 - #16 CONTROL WtRE
#70 - *t2 CoNTROL WtRE
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
ALARM/MONITORING EqUIPMENT
SAFETY SWITCH
M rcRowAVE, STRUCT(POLES&FrX)
M rcRowAVE, STRUCT(POLES&FrX)
MICROWAVE, RADIO
COMPLETE STATION BU ILDING
SMOKE DETECTOR
METERING EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
AI-ARM/MONITORING EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
SWITCHBOARD RACK OR PANEL
CONTROL RACIVPANEL FRAME
ATARM/MONITORING EQUIPMENT
ALARM/MONITORING EQUIPMENT
1995
t992
t976
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1998
1998
2000
2001
2001
1999
1999
1999
1999
2002
2002
2002
2001
2001
2001
2001
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
39710
35300
35300
35300
3s300
35300
35300
39720
39720
39720
39740
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
CONTROL RACK/PANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
ATARM/MONITORING EQUIPMENT
CONTROL RACIVPANEI FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
#18 - #19 CONTROL WIRE
#to - #72 CoNTROL WIRE
CONTROL MCIqPANE[ FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
TELEPHONE, CARD UNIT
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
CABLE TRAY AND ACCESSORIES
CONTROL WIRE - LOW VOLTAGE
METERING EQUIPMENT
AUXILIARY LOAD CENTER
MICROWAVE, CARD SHELF
MICROWAVE, CARD UNIT
MICROWAVE, EQUIPMENT
FIBER, MISC EQUIPMENT
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
130 VOLT BATTERY CHARGER
130 VOLT BATTERY
BATTERY RACK
SAFETY SWITCH
130 VOLT BATTERY CHARGER
SAFEW SWITCH
MISC TEST EQUIPMENT
1998
1998
1998
1998
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
2001
200L
2004
2004
2004
2004
2004
2004
2004
2004
2004
200/.
2005
2005
2005
2005
2006
2006
2006
2006
2006
2006
2007
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3s300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
39720
39730
35300
35200
35200
35300
35200
3s200
3s200
35200
35300
35300
35300
3s300
35300
35300
3s300
35300
39740
35300
35300
3s300
35300
35300
35300
MISC TEST EQUIPMENT
MISC TEST EQUIPMENT
CABLE TRAY AND ACCESSORIES
CABLE TRAY AND ACCESSORIES
CONTROL RACIVPANEL FRAME
CONTROL RACI(/PANEL FRAME
CONTROT RACIVPANEL FRAME
CONTROT RACVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
SCADA RACK/PANEt FRAME
SCADA MCK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA COMPUTER AND PERIPHERALS
SCADA COMPUTER AND PERIPHERA6
MICROWAVE, BATTERY
BASE STATION, MISC EQUIPMENT
ALARM/MONITORING EQUIPMENT
METAL STRUCT - COMMUNICATION
CONDUIT & FITTINGS UNDERGROUNO
CONTROT WIRE - LOW VOLTAGE
BUILDING HVAC SYSTEM
FOUNDATION . OTHER EQUIPMENT
CONDUIT & FITTINGS UNDERGROUND
METAT STRUCT. EQUIPMENT
CONTROL WIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
CONTROT RACIVPANEL FRAME
CONTROT RACIVPANET FRAME
CONTROT MCIVPANEL FRAME
PROTESflON EQUIPMENT
CONTROT EQUIPMENT
COMMUNICATIONS EQUIP
FIBER, MISC EQUIPMENT
CONTROT WIRE. LOW VOLTAGE
CONTROT WIRE - LOW VOLTAGE
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2008
2007
2007
2007
2009
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2008
2009
2008
2008
2008
2008
2008
2008
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3s300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
39720
39720
35200
3s300
39720
39720
39720
39720
39720
39720
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
3s300
3s300
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMM RACIVPANEL FRAME
COMMUNICATIONS EQUIP
CONTROL WIRE. LOW VOLTAGE
CONDUIT & FITTINGS ABOVE GROUN
130 VOLT BATTERY
BATTERY RACK
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
COMM RACK/PANEL FMME
COMM RACI(PANEL FRAME
COMM RACIVPANEL FRAME
COMM RACIVPANEL FRAME
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
MICROWAVE, RADIO
MICROWAVE, ANTENNA
METAL STRUCT. EQUIPMENT
COMMUNICATIONS EQUIP
MICROWAVE, RADIO
MICROWAVE, RADIO
MICROWAVE, ANTENNA
MICROWAVE, ANTENNA
MICROWAVE, WIRE/CABLE
MICROWAVE, WIRE/CABLE
CONTROL WIRE. LOW VOLTAGE
CONDUIT & FITTINGS ABOVE GROUN
IARGE ELECTRICAL ENCTOSURE
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE. LOW VOLTAGE
COMPOSITE CABLE. tOW VOLTAGE
COMPOSITE CABLE - LOW VOLTAGE
COAXIAL CABLE
COAXIAL CABLE
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROT RACIVPANET FRAME
2008
2008
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2009
2011
2011
2011
20LL
20Lt
2011
20tt
2011
2071
2017
20tt
20tt
2011
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
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3s300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
3s300
3s300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
3s300
3s300
35300
35300
35300
3s200
35300
35300
35200
35200
3s200
3s300
35300
3s300
35300
35300
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
SCADA EQUIPMENT
SCADA EqUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
AUXILIARY LOAD CENTER
AUXITIARY LOAD CENTER
METERING EQUIPMENT
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONTROL WIRE. LOW VOLTAGE
TRANSFER SWITCH
CONDUIT & FITTINGS UNDERGROUND
CONTROLWIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
SITE PREPAMTION & IMPROVEMENT
YARD LIGHT SYSTEM
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE - LOW VOLTAGE
COAXIAL CABLE
FIBER OPTIC CABLE
GROUNDING AND FITTINGS
SMAtt ELECIRICAL ENCLOSURE
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
2012
2008
2008
2008
2008
2008
2008
2008
2008
2002
2013
2013
2013
2013
20t3
2013
2013
2013
2013
2013
2013
2013
2013
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Catesory KinDort Description Vin Year
3s300
35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
3s300
35300
3s300
35300
5OKVA LOCAL SERVICE XFMR
PRIMARY POTENTIAL XFMR
SWITCH - POWER FUSE
CONTROL RACK/PANEL FRAME
CONTROL MCK/PANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIqPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
ALARM/MONITORING EQUIPM ENT
SCADA EQUIPMENT
COMM RACIVPANE! FRAME
COMMUNICATIONS EqUIP
48 VOLT BATTERY CHARGER
BATTERY RACK
AUXILIARY LOAD CENTER
TRANSFER SWITCH
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
2013
20t3
2013
20L3
2013
2013
2013
20L3
2073
2013
2073
2013
2013
2013
2013
2013
2013
35011
35011
35011
35011
35011
35011
35011
35200
35200
35200
LAND OWNED IN FEE TS
I.AND OWNED IN FEE TS
LAND OWNED IN FEE TS
I.AND OWNED IN FEE TS
PERMANENT LAND IMPROVEMENTS TS
PERMANENT LAND IMPROVEMENTS TS
PERMANENT LAND IMPROVEMENTS TS
DMINAGE SYSTEMS.CULVERT' ETC
YARD SURFACING - GMVEL, ETC.
YARD SURFACING. GRAVEL, ETC.
1965
L976
1980
1988
1966
t976
1980
1988
1965
1956
EXECUTION I/ERSION
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35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
3s200
35200
3s200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
YARD SURTACING - GMVEL, ETC.
YARD SURFACING - GMVEL, ETC.
YARD SURFACING - GMVEL, ETC.
YARD SURFACING. GMVEL, ETC.
PARKING CHOCKS
MANHOLES & GRATES
DRAIN ROCK
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
PERIMETER FENCE & GATES
WATER WELL PUMP
WATER WELL PUMP
WATER SYSTEM
WATER WELL
WATER WELL
COMPLETE SEPTIC SYSTEM
YARD LIGHT SYSTEM
YARD LIGHT SYSTEM
YARD LIGHT SYSTEM
YARD LIGHT SYSTEM
YARD LIGHT SYSTEM
LIGHT STANDARD
LIGHT STANDARD
FOUNDATION . STATION BUILDING
FOUNDATION . STATION BUILDING
FOUNDATION . STATION BUILDING
COMPLETE STATION BUILDING
COMPLETE STATION BUILDING
COMPLETE STATION BUILDING
COMPLETE STATION BUILDING
COMPLETE STATION BUILDING
EYE WASH STATION
EYE WASH STATION
WATER HEATER
BUILDING HVAC SYSTEM
EXHAUST FANS & DUCT
EXHAUST FANS & DUCT
L977
1980
1981
1988
1988
1988
1980
1965
1966
L977
1980
1981
1983
1988
t977
1988
1988
L977
1988
1988
1965
1955
L977
1981
1988
1965
1966
1965
1983
1988
195s
1983
1983
1983
1988
1983
1988
1988
1988
1965
1988
EXECUTION '|/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Pagell22
35200
3s200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
3s200
35200
3s200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
3s200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
35200
1992
1983
1988
1980
1983
1980
1983
1988
1983
1983
1988
1980
1988
L976
1983
1966
1981
1988
1988
1965
1988
1955
1966
1965
1965
L976
1988
1988
1965
1966
L976
1980
1981
1981
1968
t976
7979
1980
1981
1981
1965
HEATER & AIR CONDITIONER COMBI
BU I LDING ELECTRICAL SYSTEM
BU I LDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
JUNCTION BOX MEDIUM OR I.ARGE
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAI SYSTEM
D.C. EMERGENCY FIXTURE
BUILDING ELECTRICAL SYSTEM
BUILDING ELECTRICAL SYSTEM
LOCAL SERVICE FND
LOCAL SERVICE TRANSFORMER FND
AIR COMPRESSOR FND
345KV XFMR, REG, REACTOR FND
AIR COMPRESSOR FND
CULVERTS
EQUIPMENT PAD
OUTDOOR CABINET FND
MISCELI.ANEOUS BUILDING FND
SPILL GAP SUPPORT FND
LIGHTING MAST FND
LIGHTING MAST FND
YARD MONUMENT MARK (INACTIVE}
YARD MONUMENT MARK (INACTIVE)
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE SURFACE TRENCH WLIDS
CONCRETE UNDER GROUND CABLEWAY
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUNO
CONDUIT & FITTINGS UNDERGROUNO
CONDUIT & FITTINGS UNDERGROUND
CROSSOVER TRENCH
TREAD PTATES
CONCRETE MANHOLE WCOVER
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35200
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3s300
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3s300
35300
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35300
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3s300
3s300
35300
35300
35300
35300
3s300
35300
35300
353fi)
35300
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3s300
3s300
LOCAL SERVICE STRUCTURE
LOCAT SERVICE STRUCTURE
OUTDOOR CABINET SUP STR
SPILT GAP SUPPORT STRUCTURE
TOOT SHED, MAINT BLDG, ETC
TOOL SHED, MAINT BLDG, ETC
TOOI SHED, MAINT BLDG, ETC
BARRIER. FIRE, SWITCHING, ETC
CABLE TRAY AND ACCESSORIES
4-7KV PtN/POST TNSULATORS
3/8 STATTC W|RE
3/8 STATTC W|RE
250 MCM CONDUCTOR COPPER
250 MCM CONDUCTOR COPPER
350 MCM CONDUCTOR COPPER
8 SHIELD, T STMND ALUM
3', - 3-3/4" ALUM TUBE
15KV POWER CABLE
CONTROL WIRE - LOW VOLTAGE
CONTROL WIRE - tOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE - LOW VOLTAGE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
s18 - f19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WtRE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL W|RE
#18 - #19 CONTROL WIRE
1980
1988
1988
1988
1955
L976
1988
1988
1983
L976
L9il
1965
L976
1988
1983
1981
1983
1983
t976
r976
1993
1995
1995
L976
1988
1989
L976
1981
1983
1989
1990
t992
1994
1995
1996
1980
1981
1983
1989
1990
1993
EXECUTION I/ERSION
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35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
#18 - #19 CONTROL WIRE
#18 - S19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WIRE
#18 - #19 CONTROL WrRE
#18 - #19 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL W|RE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #t6 CoNTROL WIRE
#14 - #16 CONTROL WIRE
#14 - fi16 CONTROL WIRE
*T4 . #L6 CONTROL WIRE
#14 - f16 CONTROL WIRE
*L4 -#L6 CONTROLWIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#L4 . #L6 CONTROL WIRE
f14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
#14 - #16 CONTROL WIRE
COAXIAL CABLE
COAXIAL CABLE
COAXIAL CABLE
#to -#L2 CoNTROLWIRE
#to -#L2 CoNTROLWTRE
f10 - #12 CONTROL WIRE
#LO. #72 CONTROL WIRE
*10 - #12 CoNTROL WIRE
1995
1996
t979
1980
1981
1983
1990
1993
L994
1995
L979
1980
L979
1980
1981
1989
1980
1993
1983
1996
1976
L976
1965
1965
1980
1981
1983
1989
L976
1980
1965
1980
1981
1988
1983
1988
1989
L992
1989
1993
1995
EXECUTION VERSION
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35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO. #12 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
f10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL WIRE
f10 - #12 CONTROL W|RE
#LO - #T2 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 - f12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#LO. *72 CONTROL WIRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#to - #12 CoNTROL WtRE
#10 - *12 CoNTROL W|RE
#10 - s12 CONTROL WIRE
#10 -#12 CONTROLWTRE
#LO - #L2 CONTROL WIRE
#10 - #12 CONTROL WtRE
#10 - #12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#70 - #72 CONTROT WrRE
#10 - *12 CONTROL W|RE
#10 - #12 CONTROL W|RE
#L0 - #72 CONTROT W|RE
#10 - #12 CONTROL W|RE
#7 - #!' CONTROL WIRE
#7 - #9 CONTROL W|RE
#7 - #!' CONTROL WIRE
#7-#t CoNTROLW|RE
#7. #I' CONTROL WIRE
#7 . f9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 - #!' CONTROL W|RE
1995
1989
1993
1995
1996
1965
1965
1965
L979
1980
1981
1983
1989
1995
1988
1979
1981
1983
1988
1989
1980
1983
1988
1989
1990
1995
1996
1981
7976
t976
1980
1988
1980
1965
1965
1966
r979
1988
1988
1988
1988
EXECUTION VERSION
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35300
35300
35300
3s300
3s300
35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 . #9 CONTROL WIRE
#7 - #9 CONTROL W|RE
#7 - #9 CONTROL W|RE
#7 - #!' CONTROL WIRE
#7 - #9 CONTROL WIRE
#7 - #9 CONTROL W|RE
#7 - #9 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #5 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL W|RE
#1 - f6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 . #6 CONTROL WIRE
#1 - f6 CONTROL WIRE
#1 - #6 CONTROL WIRE
#1 - #6 CONTROL W|RE
f1 - #6 CONTROL WIRE
1/0 AruM CoNTROL WrRE
VO ALUM CONTROL WIRE
VO ALUM CONTROL WIRE
u0 coPPER CONTROI WIRE
v0 coPPER CONTROL WIRE
2/0 coPPER CONTROI WIRE
2/0 coPPER CONTROL WIRE
2/0 coPPER CONTROL WIRE
3/0 coPPER CONTROL WIRE
4/0 coPPER CONTROL WIRE
1966
1980
1981
1965
1966
1980
1981
1966
1988
1965
1988
L992
1995
1981
1983
7976
1980
1983
1976
1981
1988
1983
7977
1965
1966
1968
7976
1981
1988
t992
1983
1976
1980
1988
1988
1995
1955
1983
1988
1988
1988
EXECUTION VERSION
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35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
3s300
35300
35300
35300
35300
3s300
250 MCM COPPER CONTROLWIRE
350 MCM ALUM CONTROL WIRE
350 MCM COPPER CONTROLWIRE
5OO MCM COPPER CONTROLWIRE
5OO MCM ALUM CONTROLWIRE
COMPOSITE CABTE - LOW VOLTAGE
COAXIAL CABLE
COMPOSITE CABLE. LOW VOLTAGE
COMPOSITE CABLE - LOW VOLTAGE
#1 COPPER GROUND
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
GROUNDING AND FITTINGS
#6 COPPER GROUND
#6 COPPER GROUND
#6 COPPER GROUND
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
#6 COPPER GROUND MAT
V4 COPPER GROUND
216 COPPER GROUND
7/16 COPPER GROUND
216 COPPER GROUND
9/16 COPPER GROUND
VO COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
2/O COPPER GROUND
4/O COPPER GROUND
4/O ALUMINUM GROUND
1988
1976
1983
1983
1965
1988
1988
1995
1996
1965
1980
1981
L976
1996
1965
1965
L976
1976
1976
1981
L976
t979
1980
1981
1988
1989
1980
1976
1980
1981
1988
1988
1965
1966
1976
7979
1980
1981
1989
1988
1966
EXECUTION T/ERSION
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35300
3s300
3s300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
v35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
3s300
35300
3s300
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
250 MCM COPPER GROUND
350 MCM COPPER GROUND
5OO MCM COPPER GROUND
5OO MCM COPPER GROUND
5OO MCM COPPER GROUNO
5OO MCM COPPER GROUND
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONOUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT& FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS ABOVE GROUN
2" -3-L/2" CONDUTT
2" - 3-t12" CONDUTT
2" - 3-112" CONDUTT
2" -3-t12" CONDUTT
1965
L972
L976
L979
1980
1981
1983
1989
1983
1965
1965
1983
1988
1966
L976
1981
1983
1988
1988
1988
1955
L976
1981
1988
1965
1983
1965
1976
1980
1988
1966
L976
L976
1980
1980
1981
1988
L976
1980
1981
1988
EXECUTION VERSION
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35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
2" -3-t12" CONDUTT
2" -3-L12" CONDUTT
2" -3-L12" CONDUTT
2" -3-t12" CONDUTT
2" -3-t12" CONDUTT
2" -3-u2" CONDUTT
2" -3-u2" CONDUTT
2" -3-tl2" CONDU|r
2" -3-112" CONDUTT
2" -3-L/2" CONDUTT
2" -3-t12" CONDUTT
2" -3-L12" CONDUTT
2" -3-1/2" CONDUTT
2" -3-!2" CONDUTT
4" CONDUIT
4,.CONDUIT
4'CONDUIT
4..CONDUIT
4, CONDUIT
4.,CONDUIT
4'' CONDUIT
4" CONDUIT
5'' CONDUIT
5, CONDUIT
6" CONDUIT
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
SMALL ELECTRICAL ENCLOSURE
25KVA 34KV GRND XFMR
UNDER 15KVA LOCAL SERVICE XFMR
UNDER 15KVA TOCAL SERVICE XFMR
75KVA LOCAL SERVICE XFMR
1OO-166KVA LOCAL SERVICE XFMR
1OO.166KVA LOCAL SERVICE XFMR
167-499KVA LOCAL SERVICE XFMR
35KV OR LESS 1 PH REGUTATOR
1980
1965
1988
1965
1976
1988
L976
1980
1981
1983
1980
1981
1983
1988
1965
1976
t979
1980
1981
1989
1980
1989
1965
1981
1988
1988
1988
1988
1988
r976
1980
1981
1983
1988
1980
1988
1983
1983
1988
1981
1988
EXECUTION I/ERSION
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35KV OR LESS 1 PH REGULATOR
35KV OR LESS 1 PH REGULATOR
35KV OR LESS 1 PH REGULATOR
35KV OR TESS 1 PH REGULATOR
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANET FRAME
CONTROL RACIVPANET FRAME
CONTROL RACIVPANET FRAME
CONTROL MCIVPANEI. FRAME
CONTROL RACIVPANEI. FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROT RACI(PANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANET FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANET FRAME
CONTROL MCIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROT RACIVPANEL FMME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
1988
1991
1988
1988
7976
1989
1965
1965
1965
1996
1988
1988
1988
1988
1965
L976
t976
t976
L976
1980
1983
1983
1989
1989
1989
1995
1995
1996
1988
1993
1993
1965
7976
1996
1996
1976
1988
1988
1988
1988
1988
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35300
3s300
35300
3s300
3s300
35300
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35300
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35300
35300
3s300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
353(m
353fi)
35300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
3S300
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECflON EQUIPMENT
PROTECflON EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERATS
CONTROL COMPUTER & PERIPHERAts
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
ATARM/MONITORING EQUIPMENT
AI.ARM/MONITORING EQU IPMENT
AI.ARM/MONITORING EQU IPMENT
ATARM/MONITORING EQU IPMENT
AI.ARM/MONITORING EQUIPMENT
AIARM/MONITORING EQUIPMENT
CONTROL COMPUTER & PERIPHERATS
CONTROL COMPUTER & PERIPHERATS
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
1981
1981
1989
1981
1981
1981
1981
1996
1995
1995
1995
1996
1995
1995
1996
1996
1996
1981
1995
1995
1995
1996
1988
L994
1994
1993
1981
t994
1994
1989
1989
1989
1989
1989
1989
1989
t982
1984
1983
196s
1976
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EqUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EqUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
1965
L976
1980
1980
1965
1976
1980
1981
1980
L976
L979
1980
1981
t976
t976
1980
1980
1981
1980
1983
1984
1985
1983
1985
1988
1988
1988
1988
1988
1989
1989
1989
1989
1996
1993
1993
1995
1995
1996
1996
1996
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35300
35300
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35300
35300
35300
35300
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
CONTROL EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
SCADA RACK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
OIL STORAGE TANKS
YARD LOCAL SERV OR LOAD CENTER
YARD LOCAL SERV OR LOAD CENTER
YARD LOCAL SERV OR LOAD CENTER
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, AC
LOAD CENTER, DC
LOAD CENTER, DC
LOAD CENTER, DC
LOAD CENTER, DC
LOAD CENTER, DC
LOAD CENTER, DC
10.40 AMP CIR BRKR
10.40 AMP CIR BRKR
41 - 1OO AMP CIR BRKR
3 POLE DISCONNECT
TRANSFER SWITCH
TRANSFER SWITCH
ATARM SYSTEMS.WIRED CI RCUITS
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
MISC OFFICE FURNITURE
cRT/ MONTTOR
CHAIR
CHAIR
CHAIR
CHAIR
1989
1985
1985
1981
1990
1991
1990
1965
1983
1984
1988
1966
1983
1988
t976
1980
1981
1983
1988
1965
1976
7979
1981
1983
1995
1989
1995
7992
1988
1988
1990
t992
1968
1938
1981
1981
1954
t976
1956
1968
1974
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35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
39720
39720
39720
39720
39720
39720
39720
39720
35300
35300
35200
35300
35300
35300
35300
35300
35300
35300
35300
CHAIR
CHAIR
DESK
DESK
FILE CABINET
FILE CABINET
FILE CABINET
DRAFTING TABLE
TABTE
TABLE
HYDROGEN ANALYZER
LOCKER
MODEM
VACUUM GAUGE
VISE
SIGN
COMPUTER AND PERIPHERA6
PRINTER
PRINTER
PRINTER
PRINTER
INTERCOM SYSTEM
MICROWAVE, PANEL UNTT
MICROWAVE, CARD UNIT
MICROWAVE, RADIO
MICROWAVE, CARD UNIT
MICROWAVE, EQUIPMENT
MICROWAVE, CARD UNIT
MICROWAVE, EQUIPMENT
MICROWAVE, CARD UNIT
CONTROL MCIVPANEL FRAME
CONTROL COMPUTER & PERIPHERATS
OUTDOOR CABINET FND
#18 - f19 CONTROL WIRE
#L4 . #L6 CONTROL WIRE
#10 - *12 CoNTROL WIRE
#1 - #6 CONTROL WIRE
#5 COPPER GROUND MAT
250 MCM COPPER GROUND
4'' CONDUIT
SMATL ELECTRICAL ENCLOSURE
L974
L975
L976
1950
L976
1934
1966
L975
1938
1968
1988
1954
1988
1988
1984
1988
1992
1988
1989
t992
t992
t976
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
1999
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35300
35300
35300
3s300
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39720
39720
35300
35300
35300
35300
35300
35200
35200
35200
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
#ro - #r2 coNTRoL wlRE
AIARM/MONITORING EQU IPM ENT
CONTROL COMPUTER & PERIPHERALS
CONTROL WIRE - LOW VOLTAGE
#18 - f19 CONTROL W|RE
#10 - #12 CONTROL W|RE
FIBER OPTIC CABLE
MICROWAVE, BATTERY
MICROWAVE, EQUIPMENT
CONTROL WIRE - LOW VOLTAGE
#10 - #12 CONTROL W|RE
COAXIAL CABLE
FIBER OPNC CABLE
COMPUTER AND PERIPHERATS
COMPLETE STATION BUILDI NG
SMOKE DETECTOR
CEMENT WALL (FENCE)
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
AI.ARM/MONITORING EQUIPMENT
AI.ARM/MONITORING EQUIPMENT
SCADA MCK/PANEL FRAME
SCADA MCIVPANEL FRAME
SCADA RACK/PANEL FMME
SCADA RACK/PANEL FRAME
SCADA RACK/PANEL FRAME
SCADA EQUIPMENT
SCADA EQUIPMENT
SCADA EQUIPMENT
2/0 AWG CONDUCTOR COPPER
250 MCM CONDUCTOR COPPER
5OO MCM CONDUCTOR COPPER
f18 - #19 CONTROL W|RE
#14 - #16 CONTROL W|RE
#10 - #12 CONTROL W|RE
#6 COPPER GROUND
2" -3-t/2" CONDUT
4, CONDUIT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
1999
1999
1999
1999
1999
1999
2001
2000
2000
2001
200L
2001
2001
2001
2001
2001
1998
1998
1998
1998
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2002
2004
2004
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35300
35300
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35300
35300
39720
39720
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35200
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
3s200
35200
35200
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE - tOW VOTTAGE
GROUNDING AND FITTINGS
CONTROL RACIVPANET FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
SCADA EQUIPMENT
MICROWAVE, RADIO
MICROWAVE, EQUIPMENT
SCADA EQUIPMENT
CONTROL WIRE . LOW VOLTAGE
CONTROL EQUIPMENT
METERING EQUIPMENT
METERING EQUIPMENT
METER
130 VOLT BATIERY CHARGER
130 VOLT BATTERY
BATTERY RACK
SAFETY SWITCH
WOOD POLE. COMMUNICATION
FIBER OPNC CABLE
COMMUNICATIONS EQUIP
COMPUTER AND PERIPHERAts
CONTROL WIRE - LOW VOLTAGE
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
CONTROL EQUIPMENT
CONTROL EQUIPMENT
130 VOLT BATTERY CHARGER
130 VOLT BATTERY
BATTERY RACK
SAFErySW|TCH
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
WOOD POLE - COMMUNICATION
2004
2004
2004
2004
2004
2004
2004
2004
2004
2004
2004
2004
2004
2005
200s
2005
2005
2005
200s
2005
2005
200/.
2004
200/.
2004
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2006
2007
2007
2007
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35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
WOOD POLE - COMMUNICATION
WOOD POLE . COMMUNICATION
WOOD POLE - COMMUNICATION
MISC TEST EQUIPMENT
CONDUIT & FITTINGS UNDERGROUND
BARRIER - FENCE, EQUIP PROT
CONTROL WIRE . LOW VOLTAGE
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
PROTECTION EQUIPMENT
SCADA MCK/PANEL FRAME
SCADA EQUIPMENT
SCADA COMPUTER AND PERIPHERALS
CONTROL WIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
CONTROL EQUIPMENT
AI"ARM/MONITORING EQUIPMENT
CONTROT RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCVPANEL FRAME
CONTROL MCIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
AI.ARM/MONITORI NG EQU IPM ENT
AI.ARM/MONITORING EQUIPMENT
SCADA RACIVPANEL FRAME
SCADA RACK/PANEL FRAME
SCAOA EQUIPMENT
SCADA EQUIPMENT
SCADA COMPUTER AND PERIPHERAs
SCAOA COMPUTER AND PERIPHERATS
COMM RACIVPANEL FRAME
COMM RACK/PANEL FMME
2007
2007
2007
2007
2006
2006
2006
2005
2006
2006
2006
2006
2006
2006
2006
2006
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
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35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s200
35300
39710
39740
39740
35300
35300
35300
35300
35200
3s300
35300
35300
35300
35300
35300
35300
35300
35300
COMM RACIVPANEL FRAME
COMM RACIVPANEL FRAME
DISTANCE / FAULT TOCATOR
DISTANCE / FAULT LOCATOR
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
48 VOLT BATTERY CHARGER
48 VOLT BATTERY CHARGER
48 VOLT BATTERY
48 VOLT BATTERY
BATTERY RACK
BATTERY RACK
BATTERY RACK
BATTERY RACK
AUXILIARY LOAD CENTER
AUXILIARY LOAD CENTER
TRANSFER SWITCH
TRANSFER SWITCH
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE - LOW VOLTAGE
TELEPHONE, MISC EQUIPMENT
FIBER, MISC EQUIPMENT
FIBER, WIRE/CABLE
CONTROL WIRE. LOW VOTTAGE
GROUNDING AND FITTINGS
CONDUIT & FITTINGS ABOVE GROUN
COMMUNICATIONS EQUIP
SUPERSTRUCTURE ROOF
CONTROL WIRE. LOW VOLTAGE
PROTECTION EQUIPMENT
CONTROL WIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
CONDUIT & FITTINGS ABOVE GROUN
SMALL ELECTRICAL ENCLOSURE
CONTROL WIRE - LOW VOI-TAGE
CONDUIT& FITTINGS ABOVE GROUN
SMATL ELECTRICAL ENCLOSURE
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2007
2008
2008
2009
2009
2009
2009
2009
2009
2006
2009
2009
2009
2010
20to
2010
2010
2009
2009
2009
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35300
3s200
3s300
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3s300
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3s300
35300
35300
35300
35300
35200
35200
35200
3s200
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
BUS - CONDUCTOR WITH FITTINGS
CONTROL WIRE - LOW VOLTAGE
YARD TOCAL SERV OR LOAD CENTER
TMNSFER SWITCH
CONDUIT & FITTINGS UNDERGROUND
COAXIAT CABLE
COMM RACIVPANEL FRAME
COMMUNICATIONS EQUIP
CONTROL WIRE. LOW VOLTAGE
CONDUIT & FITTINGS ABOVE GROUN
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE. LOW VOTTAGE
CONTROL WIRE . LOW VOLTAGE
CONTROL WIRE . LOW VOLTAGE
COAXIAL CABLE
CONDUIT & FITTINGS ABOVE GROUN
MISC TEST EQUIPMENT
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONCRETE MANHOLE WCOVER
CONCRETE MANHOLE WCOVER
COMPOSITE CABLE. LOW VOLTAGE
COMPOSITE CABLE. LOW VOLTAGE
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FMME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EqUIPMENT
PROTECTION EQUIPMENT
2010
2010
2010
2010
2009
2009
2009
2009
2010
2010
2010
2010
2010
20tt
2011
2011
20tl
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
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3s300
35300
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35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
35300
35200
35200
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
35300
2010
2010
2010
2010
2010
2010
2010
2010
2010
20to
2010
2010
2010
2010
2010
2010
2010
2010
2010
20t0
2010
2010
2010
2010
20LL
2011
2OLL
20tt
2OLL
20ll
2OLL
aOLL
20LL
20Lt
20t7
20ll
20L7
2011
20tt
20tt
2011
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EqUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMPLETE STATION BUILDING
CONCRETE SURFACE TRENCH WUDS
GROUNDING AND FITTINGS
CONTROL WIRE. LOW VOLTAGE
SMAI-L ELECTRICAL ENCLOSURE
SWITCH . AIR BREAK OR BYPASS
CONTROL MCIVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECNON EQUIPMENT
COMMUNICATIONS EqUIP
COMMUNICATIONS EQUIP
CONTROL WIRE - LOW VOLTAGE
CONTROL RACIVPANEL FRAME
EXECUTION VERSION
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35300
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35300
39720
39720
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
35300
35300
35300
3s300
35200
35200
35200
35200
35300
3s300
35300
35300
3s300
35300
3s300
3s300
35300
35300
PROTECNON EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
MICROWAVE, EQUIPMENT
MICROWAVE, WIRE/CABLE
CONTROL WIRE - LOW VOLTAGE
COMM RACK/PANEL FRAME
COMMUNICATIONS EQUIP
CONTROL WIRE - LOW VOLTAGE
FIBER OPTIC CABLE
CONDUIT & FITTINGS ABOVE GROUN
SCADA EQUIPMENT
PROTECTION EqUIPMENT
MISC TEST EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONCRETE MANHOLE WCOVER
CONCRETE MANHOLE WCOVER
COMPOSITE CABLE. LOW VOLTAGE
COMPOSITE CABLE. LOW VOLTAGE
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCK/PANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL RACIVPANEL FRAME
2OLL
aOLL
20Lt
20tt
2010
2010
2012
20t2
2072
2072
2012
2072
20L2
20L2
20tL
20L2
20t2
20t2
20t,2
2004
2004
2004
2004
2004
2004
2004
2004
2010
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2070
2010
2010
EXECUTION T/ERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT B Pagell42
35300
35300
35300
35300
35300
35300
3s300
35300
35300
3s300
35300
35300
35300
3s300
35300
35300
35300
3s300
35300
3s300
35300
35300
3s300
35300
35300
35300
35300
35300
3s300
35300
35300
35300
3s300
3s300
3s200
35200
35200
35200
3s200
35200
35200
CONTROL RACVPANET FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL RACIVPANEL FRAME
CONTROL MCIVPANEL FRAME
CONTROL MCIVPANEL FRAME
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
PROTECTION EQUIPMENT
CONTROL COMPUTER & PERIPHERAls
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERALS
CONTROL COMPUTER & PERIPHERAI.S
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONDUIT & FITTINGS UNDERGROUND
CONDUIT & FITTINGS UNDERGROUND
CONCRETE MANHOLE WCOVER
CONCRETE MANHOLE WCOVER
WOOD POLE - COMMUNICATION
WOOD POLE - COMMUNICATION
WOOD POLE. COMMUNICATION
20t0
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
20LO
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
2010
20L0
2010
2010
2010
2010
2010
2007
2007
2007
2007
2007
2007
2007
EXECUTION VERSION
JOINT OWNERSHIP AND OPERATING AGREEMENT_DG{IBIT B Page | 143
EXECUTION VERSION
category Midpolnt Description Vln Year
35200
35300
3s300
35300
35300
35300
35300
35200
3s200
35300
35300
35300
35200
35200
35200
35300
35300
35300
35300
35200
35300
35300
35200
35200
3s300
35300
35300
35300
WOOD POLE. COMMUNICATION
COMMUNICATIONS EQUIP
COMMUNICATIONS EQUIP
CONTROL WIRE . tOW VOTTAGE
CONTROL RACIVPANEL FRAME
PROTECTION EQUIPMENT
METERING EQUIPMENT
CONCRETE SURFACE TRENCH WLIDS
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE. LOW VOLTAGE
GROUNDING AND FITTINGS
UNOER 15KVA LOCAL SERVICE XFMR
SITE PREPARATION & IMPROVEMENT
YARD LIGHT SYSTEM
CONCRETE SURFACE TRENCH WLIDS
CONTROL WIRE. LOW VOLTAGE
GROUNDING AND FITTINGS
AUXILIARY LOAD CENTER
AUXILIARY POWER XFMR 3 PH
CONDUIT & F]TTINGS UNDERGROUND
CONTROL WIRE - LOW VOLTAGE
GROUNDING AND FITTINGS
SITE PREPARATION & IMPROVEMENT
CONDUIT & FITTINGS UNDERGROUND
CONTROL WIRE - LOW VOLTAGE
CONTROL MCIVPANEL FMME
CONTROL RACVPANEL FMME
YARD LOCAL SERV OR LOAD CENTER
2007
2007
2007
2012
2012
2012
2012
20L3
2013
2013
2073
2073
2013
2013
2013
20t3
2013
20L3
2013
2011
2011
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2013
2013
20L3
2013
2013
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)GIIBIT B
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EXECUTION I/ERSION
EXHIBIT D
Monthly Transmission Facilities O& M Charge; Monthly Substation O&M Charge; Monthly
Common Equipment Charge
1. Intemretation: Cooperation.
(a) Capitalized terms not defined in this Exhibit D are defined in Article I of
this Agreement.
(b) The Parties shall cooperate as necessary to update this Exhibit D in the
event that FERC formula rate filing references change over time.
2. Monthly Transmission Facilities O&M Charee.
(a) The Monthly Transmission Facilities O&M Charge for each Transmission
Segment each month during the Term shall be equal to: (i) the product of: (A) the Acquisition
Cost of the Transmission Segment as of such month; and (B) the O&M Expense Factor as of
such month; divided by (ii) twelve (12).
(b) Beginning the first month after the Effective Date and each month
thereafter throughout the Term, pursuant to Section 4.7 of this Agreement, each Operator shall
invoice the Non-Operating Owner for its Pro Rata Share (based on its Ownership Interest in the
Transmission Segment) of the Monthly Transmission Facilities O&M Charge with respect to
each Transmission Segment for which it is responsible. The invoice shall show the total
Monthly Transmission Facilities O&M Charge with respect to each Transmission Segment for
which it is responsible as well as each Owner's Pro Rata Share (based on its respective
Ownership lnterest in the Transmission Segment).
3. Monthlv Substation O&M Charee.
(a) The Monthly Substation O&M Charge for each Substation each month
during the Term shall be calculated as follows:
(i) If the description of any Substation Segment in such Substation on
Exhibit C indicates that any Substation Segment contains Line Terminal Equipment, then the
Monthly Substation O&M Charge for such Substation shall be calculated as the sum of the
following:
(A) For each Substation Segment in the Substation, the portion
of the Monthly Substation O&M Charge for the Line Terminal Equipment in each such
Substation Segment shall be equal to: (l) the product of: (x) the Acquisition Cost of the Line
Terminal Equipment in each such Substation Segment as of such month; and (y) the O&M
Expense Factor as of such month; divided bV (2) twelve (12); and
JOINT OWNERSHIP AND OPERATING AGREEMENT_EXHIBIT D Page | 156
EXECUTION VERSION
(B) The portion of the Monthly Substation O&M Charge for
the Substation Bus Equipment in the Substation shall be equal to: (1) the product of: (x) the
Acquisition Cost of the Substation Bus Equipment of such Substation as of such month; and (y)
the O&M Expense Factor as of such month; divided bV Q) twelve (12)..
(iD If the description of the Substation Segments in the Substation on
Exhibit C does not indicate that any of the Substation Segments contain Line Terminal
Equipment, then the Monthly Substation O&M Charge for such Substation shall be equal to: (A)
the product of: (l) the Acquisition Cost of the Substation Bus Equipment of such Substation as
of such month; and (2) the O&M Expense Factor as of such month; divided bV (B) twelve (12).
(b) Beginning the first month after the Effective Date and each month
thereafter throughout the Term, pursuant to Section 4.7 of this Agreement, each Operator shall
invoice the Non-Operating Owner for its Pro Rata Share of the Monthly Substation O&M
Charge with respect to each Substation it is responsible for as follows.
(i) For any Monthly Substation O&M Charge calculated pursuant to
Section 3(aXi), the Non-Operating Owner's Pro Rata Share of the Monthly O&M Substation
Charge shall equal the sum of:
(A) For each portion of the Monthly Substation O&M
Charge calculated pursuant to Section 3(aXiXA), with respect to each Substation Segment, the
Non-Operating Owner's Pro Rata Share shall be based on its Ownership Interest in each
Substation Segment in such Substation; and.
(B) For the portion of the Monthly Substation O&M
Charge calculated pursuant to Section 3(aXiXB), the Non-Operating Owner's Pro Rata Share
shall be based on the applicable Substation O&M Allocation.
(ii) For any Monthly Substation O&M Charge calculated pursuant to
Section 3(aXii), the Non-Operating Owner's Pro Rata Share shall be based on the applicable
Substation O&M Allocation.
4. Monthly Common Equipment Charge.
(a) The Monthly Common Equipment Charge for the Common Equipment at
each Substation each month during the Term shall be equal to: (i) the sum of the Retum on
Capital, the Recovery of Capital, the State and Federal Income Taxes, the Local Property Taxes
and the Transmission O&M Expense, in each case, with respect to the Common Equipment;
divided by (ii) twelve (12).
(b) Beginning the first month following the Effective Date and each month
thereafter throughout the Term, pursuant to Section 4.7 of this Agreement, each Operator shall
invoice the Non-Operating Owner for its Pro Rata Share (based on its Common Equipment
JOINT OWNERSHIP AND OPERATING AGREEMENT _ E)C{IBIT D Page | 157
EXECUTION VERSION
Allocation Factor in the Substation) of the Monthly Common Equipment Charge with respect to
each Substation for which it is responsible. The invoice shall show the total Monthly Common
Equipment Charge with respect to each Substation for which it is responsible as well as each
Owner's Pro Rata Share (based on its respective Common Equipment Allocation Factor in the
Substation).
5. Annual Adjustment. The following terms shall be adjusted each June (in the case of
PacifiCorp) and each October (in the case of Idaho Power) following the Effective Date by the
Operator responsible for the Transmission Segment, the Substation Segment or the Common
Equipment, as appropriate, as follows (collectively, the "Annual A4iUstment"):
(a) the Acquisition Cost of the Common Equipment, the Acquisition Cost of
the Line Terminal Equipment, the Acquisition Cost of the Substation Bus Equipment, the
Acquisition Cost of the Substation Segment, the Acquisition Cost of the Transmission Segment,
and Net Book Value, all of which shall: (i) exclude any costs included in CWIP; (ii) not be
reduced for accumulated depreciation (except for Net Book Value); and (iii) be adjusted as
follows:
(1) Increased to reflect the cost ofcapital upgrades to such
Transmission Segment, Substation Segment or Common Equipment placed in service during the
months since the Effective Date or the last date of the immediate, prior annual adjustment; and
(2) Decreased to reflect the cost of equipment comprising such
Transmission Segment, Substation Segment or Common Equipment which has been retired (and
no longer placed in service) during the months since the Effective Date or the date of the
immediate, prior annual adjustment.
(b) The following factors from each Party's annual rate filing:
(i) Return on Capital;
(ii) Recovery of Capital;
(iii) State and Federal Income Taxes;
(iv) Local Property Taxes;
(v) Accumulated Deferred Income Taxes:
(1) Account 190;
(2) Account 281;
(3) Account 282;
(4) Account 283;
(vi) Transmission Net Property, Plant & Equipment; and
(vii) Transmission Plant in Service.
Each of the Annual Adjustments shall be reasonably determined by the Operator responsible for
such Transmission Segment, Substation Segment or Common Equipment.
JOINT OWNERSHIP AND OPERATING AGREEMENT _EX{IBIT D Page | 158
EXECUTION VERSION
6. Definitions.
"Accumulated Deferred Inco " means:
(A) In respect of the Common Equipment at each Substation owned by Idaho Power,
an amount equal to the sum of Sections (AXl) and (AX2) below:
(1) Account 282 based ontheproduct of:
(a) Transmission-related Account 282 is the product of:
(D Total Account 282 (Idaho Power Rate Filing - Schedule 1,
Line 4); and
(ii) the sum of (l) Transmission Plant Allocator (Idaho Power
Rate Filing - Schedule 1, Line 8) and (2) General &
Intangible Plant Allocator (Idaho Power Rate Filing -
Schedule l, Line 47); and
(b) The quotient ofi
(i) Net Book Value of the Common Equipment; and
(ii) Transmission Rate Base (Idaho Power Rate Filing - Rate
Calculation, Line 20).
(2) Accounts 281,283 and 190 based on the product of:
(a) Transmission related Accounts 281,283 and 190 is the product of:
(i) Total Accounts 281, 283 and 190 (Idaho Power Rate Filing
- Schedule 1, Lines 3, 5 and 6); and
(ii) The sum of (1) Transmission Plant Allocator (Idaho Power
Rate Filing - Schedule 1, Line 8) and (2) General &
Intangible Plant Allocator (Idaho Power Rate Filing -
Schedule 1, Line 47); md
(b) The quotient of:
(i) The Acquisition Cost of the Common Equipment, and
(ii) Acquisition Value of Transmission Plant, Property and
Equipment (Idaho Power Rate Filing - Rate Calculation,
the sum of Lines 1 through 8).
In respect of the Common Equipment at each Substation owned by PacifiCo{p, an
amount equal to the sum of Sections (BXl) and (BX2) below:
(l) Account 282based on the product of:
(a) Transmission-related Account 282 is the product of:
(B)
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EX{IBIT D Page | 159
EXECUTION T/ERSION
(i) Account 282 (PacifrCorp Rate Filing, Attachment 1A, Line
1); and
(ii) The Allocator (PacifiCorp Rate Filing, Attachment lA,
Line 6); and
(b) The quotient of:
(n) The Net Book Value of the Common Equipment; and
(bb) Total Net Property, Plant & Equipment (PacifiCorp Rate
Filing, Line 32).
(2) Accounts 281,283 and 190 based on the product of:
(a) Transmission-related Accounts 281,283 and 190 is the product of:
(i) The sum of Accounts 281, 283 and 190 (PacifiCorp Rate
Filing, Attachment 1A, Lines 2,3 and4); and
(ii) The Allocator @acifiCorp Rate Filing, Attachment lA,
Line 6); and
(b) The quotient of:
(aa) the Acquisition Cost of the Common Equipment; and
(bb) Total Plant in Rate Base (PacifiCorp Rate Filing,Line24).
"Acquisition Cost o 'o means, in respect of a Substation Segment,
the cost of the Line Terminal Equipment in the Substation Segment as initially determined on the
Effective Date and set forth on Exhibit F, as the same may be adjusted from time to time by the
Annual Adjustment.
"Acquisition Cost o 'means, in respect of a Substation, the cost
of the Substation Bus Equipment in the Substation as initially determined on the Effective Date
and set forth on Exhibit F, as the same may be adjusted from time to time by the Annual
Adjustment.
"Acquisition Cost of the 'means, in respect of a Substation, the cost of the
Substation Segment as initially determined on the Effective Date and set forth on Exhibit F, as
the same may be adjusted from time to time by the Annual Adjustment.
"Acquisition Cost of the 'means, in respect of each Transmission
Segment, the cost of the Transmission Segment as initially determined on the Effective Date and
set forth on Exhibit F, as the same may be adjusted from time to time by the Annual Adjustment;
ptqvided, however, that (i) in the case of the Antelope-Goshen Transmission Segment, the
Acquisition Cost of the Transmission Segment shall be reduced by 44.44% to account for the
fact that only approximately 25 miles of the approximately 45-mile Antelope-Goshen
Transmission Segment is jointly-owned Transmission Facilities and (ii) in the case of the
JOTNT OWNERSHIP AND OPERATING AGREEMENT _ E)GIIBIT D Page | 160
EXECUTION I/ERSION
American Fall - Malad Transmission Segment, the Acquisition Cost of the Transmission
Segment shall be reduced by 57.28% to account for the fact that only approximately 29 miles of
the approximately 68-mile American Fall - Malad Transmission Segment is jointly-owned
Transmission Facilities.
"Acquisition Cost o 'means, in respect of Common Equipment in a
Substation, the cost to the Owner of such Common Equipment as initially determined on the
Effective Date and set forth on Exhibit F, as the same may be adjusted from time to time by the
Annual Adjustment.
"Annual Adiustment" is defined in Section 5 of this Exhibit D.
"Common Equipment Allffi" means, in respect of each Substation and each Owner,
the Substation O&M Allocation for such Substation and such Owner, provided that prior to the
Effective Date the Parties shall work together to determine whether an alternative allocation
factor should be used for purposes of allocating the Monthly Common Equipment Charge as
between the Owners.
66C\ irP" means Construction Work in Progress.
"Idaho Power Rate Filing " means the rate calculation tab of Idaho Power's
current year annual FERC formula rate filing.
"Idaho Power Rate Filin " mears the schedule I tab of Idaho Power's current year
annual FERC formula rate filing.
"Line Terminal Equipment" means all series capacitors, shunt reactors and phase shifters and all
other equipment that the Parties mutually agree is "Line Terminal Equipment." All Line
Terminal Equipment which is part of a Substation Segment on the Effective Date, sorted by
Substation Segment, is identified on Exhibit F.
"Local Property Taxes" means, in respect of the Common Equipment at each Substation, an
amount equal to the product of:
(A) The Acquisition Cost of the Common Equipment; and
(B) The Property Tax Rate for the State of Idaho.
'MBook Value" means, in respect of the Common Equipment at each Substation, an amount
equal to:
(A) The Acquisition Cost of the Common Equipment;
(B) Less, the Accumulated Depreciation.
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT D Page | 161
EXECUTION VERSION
"O&M Expense Factor" means, in respect of each Operator, an amount equal to the quotient of;
(A) The Total Transmission O&M Expense of the Operator; and
(B) The Transmission Plant in Service of the Operator.
"PacifiCorp Rate Filine" means PacifiCorp's current year formularate true-up.
"Rate_Base" means, in respect of the Common Equipment at each Substation, an amount equal
to:
(A) The Net Book Value;
(B) Less, the Accumulated Deferred lncome Taxes.
"Recovery of Capital" means, in respect of the Common Equipment at each Substation, an
amount equal to the product of:
(A) The Acquisition Cost of the Common Equipment; and
(B) The FERC approved depreciation rate for Account 353 Transmission Plant
Substation Equipment.
"Bsturn_s!_e apita!" means :
(A) In respect of the Common Equipment at each Substation owned by Idaho Power,
an amount equal to the product of:
(l) The Rate Base; and
(2) The Rate of Retum (Idaho Power annual FERC Formula Rate Filing, Rate
Calculation,Lne 23).
(B) In respect of the Common Equipment at each Substation owned by PacifiCo{p, irn
amount equal to the product of:
(l) the Rate Base; and
(2) the Rate of Return (PacifiCorp annual True-Up Rate Filing, Schedule 1,
Line 126).
"State and Federal Income Tiles" means:
(A) In respect of the Common Equipment at each Substation owned by Idaho Power,
an amount equal to the product of:
(1) the Rate Base; and
(2) the Composite Income Tax (Federal and State) (Idaho Power annual
FERC Formula Rate Filing, Rate Calculation,Lne24).
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EXHIBIT D Page | 162
EXECUTION T/ERSION
Ln respect of the Common Equipment at each Substation owned by PacifiCorp, on
amount equal to the product of:
(1) the Rate Base; and
(2) the Composite Income Tax (Federal and State) Factor, which shall be
equal to the product of:
(a) the weighted cost of preferred and common (PacifiCorp annual
True-Up Rate Filing, Schedule l, Lines 124 arrd 125); and
(b) the income tax factor (PacifiCorp annual True-Up Rate Filing,
Schedule 1, Line 132).
"Substation Bus Equbmeft" means all equipment necessary to support the operation of the
substation bus, including foundations, lally columns, bus conductor, fittings, circuit breakers, air
break switches, shunt capacitor banks, potential transformers, current transformers, ground
switches and enclosures attached to or associated with the bus. All Substation Bus Equipment
which is part of a Substation Segment on the Effective Date, sorted by Substation Segment, is
identified on Exhibit F.
"Substation O&M Allo 'means, with respect to each Substation, the "Substation O&M
Allocation" set forth in Exhibit C, as the same may be amended from time to time pursuant to
Section 3.3(b) of this Agreement.
"Substation Segments" means, with respect to a Substation, the Substation Segments which are
listed on specific rows under the Substation on Exhibit C.
"Total Transmission " means:
(A) In respect of Idaho Power, the amount calculated as follows based on items
identified in Idaho Power's annual FERC Formula Rate Filing:
(l) the Transmission O&M Expense (Idaho Power annual FERC Formula
Rate Filing, Rate Calculation, Line 33);
(2) less, Account 561 (Load Dispatching) (Idaho Power annual FERC
Formula Rate Filing, Rate Calculation, Line 3 4);
(3) less, Account 565 (Transmission of Electricity By Others) (Idaho Power
annual FERC Formula Rate Filing, Rate Calculation, Line 35); and
(4) plrs, O&M Expense: A&G (Idaho Power annual FERC Formula Rate
Filing, Rate Calculation, Line 36).
(B)
JOINT OWNERSHIP AND OPERATINGAGREEMENT _E)G{IBIT D Page | 163
EXECUTION I/ERSION
A sample calculation of Idaho Power's Total Transmission O&M Expense based
on Idaho Power's 2013 FERC Formula Rate Filing is attached hereto as
Attachment I for information purposes only.
In respect of PacifiCo{p, the amount calculated as follows based on items
identified in PacifiCorp's annual FERC Formula True-Up Rate Filing:
(l) the Transmission O&M Expense (PacifiCorp annual True-Up Rate Filing,
Schedule l, Line 53);
(2) less, Cost of Providing Ancillary Services Accounts 561.0-5 (PacifiCorp
annual True-Up Rate Filing, Schedule 1, Line 54);
(3) less, Account 565 (PacifiCorp annual True-Up Rate Filing, Schedule l,
Line 55);
(4) fu, A&G Expense Allocated to Transmission @acifiCorp annual True-
Up Rate Filing, Schedule 1, Line 66);
(5) p!gq, Accounts 928 and 930.1 - Transmission Related (PacifiCorp annual
True-Up Rate Filing, Schedule 1, Line 69); and
(6) plr1g, A&G Directly Assigned to Transmission (PacifiCorp annual True-
Up Rate Filing, Schedule l,Ltne 74).
A sample calculation of PacifiCorp's Total Transmission O&M Expense based on
PacifiCorp's 2013 FERC True-Up Rate Filing is attached hereto as Attachment 2
for information purposes only.
"Transmission O&M Expense" means, in respect of the Common Equipment at each Substation,
an amount equal to the product of:
(A) the Acquisition Cost of the Common Equipment; and
(B) the O&M Expense Factor.
.. rr mgans:
(A) in respect of Idaho Power, the amorurt calculated as follows based on items
identified in Idaho Power's annual FERC Formula Rate Filing:
(l) the Transmission Plant in Service (Idaho Power Rate Filing - Rate
Calculation, Line l);
(2) less, Generator Step-Up Facilities (Idaho Power Rate Filing - Rate
Calculation Line 2); and
(3) less, Large Generator Interconnects (Idaho Power Rate Filing - Rate
Calculation, Line 3).
(B)
JOINT OWNERSHIP AND OPERATING AGREEMENT_E)GIIBTT D Page | 164
EXECUTION T/ERSION
(B) in respect of PacifiCorp, the amount calculated as follows based on items
identified in PacifiCorp's arurual FERC Formula True-Up Rate Filing:
(l) the Average Transmission Plant in Service @acifiCorp Rate Filing, Line
1s).
JOINT OWNERSHIP AND OPERATING AGREEMENT _ EX{IBM D Page | 165
EXECUTION VERSION
DGIIBIT E
Department of Energy Equipment Located in the Antelope Substation
Oil Circuit Breaker 8103. Govt. Prop. No. 85420
Westinghouse Type BM-4B, De-ion Grid Oil Circuit Breaker.
Acquired 1957, Moved from TRA 1981.
Serial No. l-71-578-8
RatedVoltage 138 kV
Rate Amps 1200 A
Impulse kV 650kV
Intemrpting MVA 3500 MVA
810 gallons of oil per tank
Weight 39,500lbs.
Oil Circuit Breaker B164. Bus Tie Breaker
Westinghouse Type 16GM31.5, Acquired 1982.
Serial No. l-38Y5468
Rated Voltage l69kv
Impulse kV 750kV
Short Circuit Amps 31,500 A
l3l5 Gallons of oil per tank
Weight 54,000lbs.
Circuit Switcher 165,4.. Govt. Prop. No. 83712
S&C Circuit Switcher/Ivlark V, Acquired 1982.
CatalogNo. 157320-
Serial No. 8l-31857
kV Nominal 161 kV
Maximum Design Voltage 169 kV
BIL 75OKV
Amps, Continuous 1200 A
Amps, RMS Symmetrical Fault, Closing,30 duty cycle 30,000
S&C Operator, Type CS-IA
Operator Voltage 125 V DC
Catalog No. 3 8846R3-BBIIPW
Serial No. 181400
1.
2.
J.
JOINT OWNERSHIP AND OPERATING AGREEMENT _ Erc{IBIT E Page | 166
EXECUTION VERSION
4. Circuit Switcher 162A" Acqufued 1982
S& C Circuit Switcher/IMark V
Serial No. 8l-31735
Same information as item 3 above
S&C Operator Tlpe CS-IA
Serial No. 8l-31735
5. Transformer. Govt. Prop. No. 5-220. Acquired 1957.
16r kv/138 kV
Feeds #l Antelope-Scoville Tie Line
Westinghouse
137,600lbs
Serial No. 6534543
55 MVA, OA
73-ll3 MVA, FOA, with fans on both sets of fins
(3 fans are already on I set offins)
gl-213 MVA, FOA, with 3'd stage cooling (addition of 2 oil pumps, one pump is already
installed).
Y-Y auto transformer with delta tertiary
Includes no-load tap changer, 5 steps, for voltages from 16905 volts to 152950.
Tap lever is locked on step 3.
% Z -1.5% at 55 MVA. 161 kV/138 kV
Transformer. Govt. Prop. No. 5-587. Acquired 1982
161 kv/r38kv
Feeds #2 Antelope-Scoville Tie Line
General Electric
Serial No. Ml01875
167,000lbs.
55 MVA, O(A)
73.3 MVA, FA
91.6 MVA, FOA, 55o C, has I set of fins with oil pump and 3 fans and oil.
102.7 MVA, FOA, 65 o C, expansion tank on top, Y-Y auto transformer with delta
tertiary. Includes no-load tap changers, 5 steps for voltages from 109050 volts to 152950
volts. Tape lever is locked on step 3.o/oZvolts- 1.47 at 55 MVA, 16l kV/138 kV
Ouindar Transfer Trio Conhol System
QP-l r/r2s
(Aerojet Nuclear Co. E-45408C-3)
6.
7.
JOINT OWNERSHIP AND OPERATING AGREEMENT -EXHIBIT E Page | 167
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EXECWION VERSION
scr{EDULE 13.r(f)
Idaho Power Govemmental Authorizations
Federal Power Act, Section2D3 Approval
Federal Power Act, Section 205 Approval
Approval of the transaction by the Idaho Public Utilities Commission
Approval of the transaction by the Oregon Public Utility Commission
1.)
3.
4.
JOINT OWNERSHIP AND OPERATING AGREEMENT - SCTIEDULE 13.1(0 Page | 174
EXECUTION VERSION
scrmDULE 13.2(D
PacifiCorp Govemmental Authorizations
l. Federal Power Act, Section203 Approval
2. Federal Power Act, Section205 Approval
3. Approval of the transaction by the California Public Utilities Commission
4. Approval of the transaction by the Idaho Public Utilities Commission
5. Approval of the transaction by the Oregon Public Utility Commission
6. Approval of the transaction by the Utah Public Service Commission
7. Approval of the transaction by the Washington Utilities and Transportation Commission
8. Approval of the transaction by the Wyoming Public Service Commission
JOINT OWNERSHIP AND OPERATING AGREEMENT _ SCHEDULE 13.2(D
Exhibit D
Termination Agreement
EXECWION I/ERSION
JOINT PI]RCHASE AND SALE AGREEMENT - EXHIBTT D Page lD-l
EXECUTION VERSION
TERMINATION AGREEMENT
This Termination Agreement (this "Agreement"), dated as of October 24,2014, is made
and entered into by and between Idaho Power Company, an Idaho corporation ("Idaho Power"),
and PacifiCo{p, on Oregon corporation ("PacifiCorp"). Idaho Power and PacifiCorp are also
each referred to herein as a'?arty'' and, collectively, as the "Parties."
RECITALS
A. PacifiCorp and Idaho Power are parties to certain agreements relating to the
construction, ownership, operation and maintenance of various electric generating and
transmission facilities and related assets and associated transmission capacity that are listed on
Exhibit A hereto (collectively, the "Legacy Agreements").
B. Concturently herewith, the Parties are entering into (i) a Joint Purchase and
Sale Agreement (the "JPSA"), pursuant to which the ownership of certain jointly-owned
equipment will be reallocated and the ownership of certain additional equipment will be
exchanged between the Parties and (ii) a Joint Ownership and Operating Agreement, which will,
among other things, govern the operation of the facilities and assets currently govemed by the
Legacy Agreements. Capitalized terms used but not defined in this Agreement have the
meanings given in the JPSA.
C. As part of the transaction contemplated by the JPSA, the Parties are executing
this Agreement in order to terminate the Legacy Agreements.
D. The JPSA requires that the Parties submit this Agreement to the Federal
Energy Regulatory Commission ("FERC") for approval, and the Parties intend that this
Agreement shall not become effective until the Closing under the JPSA occurs (the occurrence of
which is conditioned on, among other things, approval by FERC of this Agreement).
AGREEMENT
In consideration of the above Recitals, which hereby are incorporated into this
Agreement, the mutual promises and covenants contained herein, and for other good and
valuable consideration, the Parties hereby agtee as follows:
1. Condition Precedent. This Agreement, including the Parties' rights and
obligations hereunder, shall become effective, if at all, on the Closing Date. For the avoidance of
doubt, no aspect of this Agreement, other than this Section l, shall have any effect unless and
until the Closing occurs. If the Closing does not occur and the JPSA is terminated, this
Agreement, including this Section 1, shall become void ab initio.
2. Termination. The Legacy Agreements are hereby terminated, effective as
of 12:00:01 a.m., Pacific time on the Closing Date; ryglec!, however. that any financial rights
or financial obligations of the Parties that may have arisen under the Legacy Agreements prior to
the Closing Date and that have not been satisfied as of the Closing Date, together with any
TERMINATION AGREEMENT Page I I
EXECUTION I/ERSION
provisions of the Legacy Agreements necessary to give effect to such rights or obligations, shall
survive such termination until satisfied.
3. Amendment and Modification. This Agreement may be amended,
modified, or supplemented only by written agreement executed by both Parties.
4. Waiver of Compliance: Consents. Except as otherwise provided in this
Agreement, any failure of either Party to comply with any obligation, covenant, agreement, or
condition herein may be waived by the Party entitled to the benefits thereof only by a written
instrument signed by the Party granting such waiver, but such waiver or failtue to insist upon
strict compliance with such obligation, covenant, agreement, or condition will not operate as a
waiver of, or estoppel with respect to, any subsequent or other failure.
5. Notices.
(a) Any notice, demand, request or other communication required or
permitted to be given pursuant to this Agreement shall be in writing and signed by the Party
giving such notice, demand, request or other commtrnication and shall be hand delivered or sent
by certified mail, return receipt requested, or nationally or internationally recognized ovemight
courier to the other Party at the address set forth below:
If to Idaho Power:Idaho Power Company
l22lWestldaho Street
Boise, D 83702
Atbr: Director, Load Serving Operations
Telephone: [phone]
Idaho Power Company
l22l West Idaho Street
Boise, D 83702
Attn: Legal Department
Telephone: [phone]
PacifiCorp
825 NE Multnomah Street, Suite 1600
Portland, OR97232
Attn: Director, Transmission Service
Telephone: [phone]
PacifiCorp
With a copy to:
lf to PacifiCorp:
With a copy to:
825 NE Multnomah Street, Suite 2000
Portland, OR97232
Attn: Legal Deparhnent
Telephone: 503-8 I 3-5854
(b) Each Party shall have the right to change the place to which any notice,
demand, request or other communication shall be sent or delivered by similar notice sent in like
TERMINATION AGREEMENT Pagel2
EXECUTION T/ERSION
manner to the other Party. The effective date of any notice, demand, request or other
communication issued pursuant to this Agreement shall be when: (i) delivered to the address of
the Party personalln by messenger, by a nationally or intemationally recognized overnight
delivery service; or (ii) received or rejected by the Purty, if sent by certified mail, retum receipt
requested, in each case, addressed to the Party at its address and marked to the attention of the
person designated above (or to such other address or person as a Party may designate by notice
to the other Party effective as of the date of receipt by such Party).
6. Assignment. This Agreement and all of the provisions hereof will be
binding upon and inure to the benefit of the Parties and their respective successors and permiued
assigns, but neither this Agreement nor any of the rights, interests, or obligations hereunder may
be assigned by either Pu.ty, without the prior written consent of the other Party. No provision of
this Agreement creates any rights, claims or benefits inuring to any person that is not a Party
hereto.
7. Govemine Law: Exclusive Choice of Forum: Remedies.
(a) This Agreement, the rights and obligations of the Parties under this
Agreement, ffid any claim or controversy arising out of this Agreement (whether based on
contract, tort, or any other theory), including all matters of construction, validity, effect,
performance and remedies with respect to this Agreement, shall be governed by and interpreted,
construed, and determined in accordance with, the laws of the State of Idaho (regardless of the
laws that might otherwise govern under applicable principles of conflicts of law). Each Party
irrevocably consents to the exclusive jurisdiction and venue of any court within the State of
Idaho, in connection with any matter based upon or arising out of this Agreement or the matters
contemplated herein, agrees that process may be served upon them in any manner authorized by
the laws of the State of Idaho for such persons and waives and covenants not to assert or plead
any objection which they might otherwise have to such jurisdiction, venue or process.
(b) TO THE FULLEST EXTENT PERMITTED BY LAW, EACH OF THE
PARTIES HERETO WAMES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR
IN CONNECTION WITH THIS AGREEMENT. EACH PARTY FURTHER WATVES ANY
RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN
WATVED WITH ANY OTIIER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAWED.
8. Severabilitv. Any term or provision of this Agreement that is invalid or
unenforceable in any situation in any jurisdiction will not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of the offending term
or provision in any other situation or in any other jurisdiction.
9. Entire Asreement. This Agreement will be a valid and binding agreement
of the Parties only if and when it is fully executed and delivered by the Parties, and until such
execution and delivery no legal obligation will be created by virtue hereof. This Agreement,
together with the Exhibits hereto, and the JPSA, embody the entire agreement and understanding
of the Parties hereto in respect of the subject matter hereof. This Agreement supersedes all prior
TERMINATION AGREEMENT Page | 3
EXECUTION VERSION
agreements and understandings between the Parties with respect to such subject matter hereof.
For purposes of clarity, the Parties expressly agree that the Legacy Agreements listed on Exhibit
A hereto are the currently-effective versions of each Legacy Agreement and the Parties further
agree that, in the case of the Legacy Agreements listed in Part 1 of Exhibit A, any and all prior
versions or amendments of such Legacy Agreements were superseded by the Legacy
Agreements listed on Part 1 of Exhibit A. P*t 2 of Exhibit A lists certain amendments that
are part of the Specified Legacy Agreements, which amendments are being terminated pursuant
to this Agreement. Al1 other documents comprising the Specified Legacy Agreements are not
being terminated, and instead will be amended and restated as described in the JPSA.
10. Expenses. Except as otherwise set forth in this Agreement, each Party
shall bear its own expenses (including afforneys' fees) incuned in connection with the
preparation, negotiation, execution and performance of this Agreement.
I l. Delivery. This Agreement may be executed in multiple counterparts (each
of which will be deemed an original, but all of which together will constitute one and the same
instrument), and may be delivered by electronic transmission, with originals to follow by
overnight courier or certified mail (retum receipt requested).
[signatures on following page]
TERMINATION AGREEMENT Page | 4
EXECWION YERSION
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed
by its duly authorized officer as of the date first above wriffen.
IDAHO POWER COMPAI{Y
Name:
Title:
,v,bn& T,dl&r*-
Name: Darrel T. AndersonTifle: president & CEO
PACIFICOPP
By:
TERMINATIONAGREEMENT Page | 5
EMCWION I'ERSION
IN WITNESS WHEREOF, each of the Parties has caused this Agreerrent to be executed
by its duly authorized officer as of the date first above written.
IDAHO POWERCOMPA}ry
By:
Name:
Title:
PACIFICORP
By:
Name:
Tifle:
W' fuiroe*rfv 4a rGot r,a fuJrL
TERMINATION AGREEMENT Page | 5
EXECUTION VERSION
EXHIBIT A TO TERMINATION AGREEMENT
LEGACY AGREEMENTS
Part 1
l. Antelope Substation Capacity Entitlement, Operation and Maintenance Agreement (Oct.
17, l989,as amended Feb. 8, 1990)
2. Draft Transmission Services Agreement (May 5, 1995)
3. Populus Project Construction Agreement (Mar. 2,2009)
4. Second Restated and Amended Transmission Facilities Agreement (Feb. 8, 2010)
5. First Revised Agreement for Interconnection and Transmission Services (May 24,2010)
6. Hemingway Joint Ownership and Operating Agreement (May 3,2010)
7. Populus Joint Ownership and Operating Agreement (May 3,2010)
8. Borah Series Capacitor Operation and Maintenance Agreement (Nov. 15, 2010)
9. Threemile Knoll Series Capacitor Operation and Maintenance Agreement (Apr. 4,2011)
10. Restated Transmission Services Agreement (Apr. 29,2011)
Part2
11. Letter Agreement regarding Bridger Switchyard 345 kV Breaker Replacements (Dec. 6,
reel)
l2.Letter Agreement regarding Bridger-Goshen-Kinport Relay Replacement (Dec. 13, 1991)
13. Letter Agreement regarding Additional Capacitors at the Jim Bridger Project and Kinport
Substation (Aug. 6, 1992)
14. Letter Agreement regarding the Loan of a Jim Bridger 345 kV Replacement Breakers for
Temporary Installation at the Kinport Substation as part of the Shunt Capacitor Project
for Idaho Power Company (Oct. 19, 1992)
TERMINATION AGREEMENT _ EXHIBM A Page | 6
EXECUTION VERSION
Exhibit E
Amendment and Restatement of Specified Legacy Agreements
Jim Bridger Ownership Agreement. dated as of September 22. 1969. between Idaho
Power Company and Pacific Power & Ligfit Company
o to be amended and restated to:
o incorporate all amendments, clarifications, modifications or supplements
(whether by formal amendment, letter agreement, letter of intent or
otherwise) (except for any Terminated Legacy Agreements), from
September 22,1969 to the Effective Date
o delete all references to the Point of Rocks-to-Jim Bridger 230 kV
transmission facilities
o include certain agreed to changes to Section 3.2
o provide that the amended and restated agreement will be the only
surviving agreement related to the subject matter thereof
o provide that the amended and restated agreement becomes effective only
in the event of Closing
Jim Bridger Operation Asreement. dated as of September 22. 1969. between Idaho Power
Companv and Pacific Power & Liglht Company
to be amended and restated to:
incorporate all amendments, clarifi cations, modifi cations or supplements
(whether by formal amendment, letter agreement, letter of intent or
otherwise) (except for any Terminated Legacy Agreements), from
September 22,1969 to the Effective Date
delete all references to the Point of Rocks-to-Jim Bridger 230 kV
transmission facilities
include certain agreed to changes to Sections 3.2 and 10.6
provide that the amended and restated agreement will be the only
surviving agreement related to the subject matter thereof
provide that the amended and restated agreement becomes effective only
in the event of Closing
l.
JOINT PURCHASE AND SALE AGREEMENT _ EXHIBIT E Page I E-l
EXECUTION VERSION
Schedules to Joint Purchase and Sale Agreement
JOINT PURCHASE AND SALE AGREEMENT _ SCIIEDULES
EXECWION TlERSION
Schedule 1.1(a)
Idaho Power Permitted Encumbrances
The Encumbrances resulting from conditions set forth in governmental right-of-way gants
JOINT P(TRCHASE AIID SALE AGREEMENT - SCIIEDLILE 1.1(a)
EXECUTION YERSION
Schedule 1.1(b)
Idaho Powerts Knowledge
Lisa Grow, Senior Vice President of Power Supply
Tessia Park, Load Serving Operations Director
Dave Angell, Customer Operations Planning Manager
JOINT PURCIIASE AND SALE AGREEMENT - SCImDULE l.l(b)
EXECUTION I/ERSION
Schedule 1.1(c)
PaciliCorp Permitted Encumbrances
The Encumbrances resulting from conditions set forth in governmental right-of-way grants
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDLILE 1.1(c)
EXECUTION VERSION
Schedule 1.1(d)
PacifiCorp's Knowledge
Natalie Hocken - Senior Vice President, Transmission & Systems Operations
Richard Vail - Vice President, Transmission
Brian F ritz - Director, Transmission Development
Mary Wiencke - Director, Environmental Strategy and Policy
JOINT PURCHASE AND SALE AGREEMENT _ SCHEDULE l.I(d)
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EXECUTION I/ERSION
Schedule 1.1(e)
Terminated Legacy Agreements
1. Antelope Substation Capacity Entitlement, Operation and Maintenance Agreement (Oct.
17,1989, as amended Feb. 8, 1990)
2. Draft Transmission Services Agreement (May 5, 1995)
3. Populus Project Construction Agreement (Mar. 2,2009)
4. Second Restated and Amended Transmission Facilities Agreement (Feb. 8, 2010)
5. First Revised Agreement for Interconnection and Transmission Services (May 24,2010)
6. Hemingway Joint Ownership and Operating Agreement (May 3, 2010)
7. Populus Joint Ownership and Operating Agreement (May 3,2010)
8. Borah Series Capacitor Operation and Maintenance Agreement (Nov. 15, 2010)
9. Threemile Knoll Series Capacitor Operation and Maintenance Agreement (Apr. 4, 201l)
10. Restated Transmission Services Agreement (Apr. 29,2011)
I l. Letter Agreement regarding Bridger Switchyard 345 kV Breaker Replacements @ec. 6,
leel)
12.Letter Agreement regarding Bridger-Goshen-Kinport Relay Replacement (Dec. 13, l99l)
13. Letter Agreement regarding Additional Capacitors at the Jim Bridger Project and Kinport
Substation (Aug. 6, 1992)
l4.Letter Agreement regarding the Loan of a Jim Bridger 345 kV Replacement Breakers for
Temporary Installation at the Kinport Substation as part of the Shunt Capacitor Project
for Idaho Power Company (Oct. 19, 1992)
JOINT PURCHASE AND SALE AGREEMENT _ SCHEDULE 1.I(g)
l.
EXECWION T/ERSION
Schedule l.lft)
Specified Legacy Agreements
Jim Bridger Ownership Agreement, dated as of September 22,1969, between Idaho
Power Company and Pacific Power & Light Company (as amende4 clarified, modified
or supplemented through the Effective Date)
Jim Bridger Operation Agreement, dated as of September 22,1969, between Idaho Power
Company and Pacific Power & Light Company (as amended, clarified, modified or
supplemented through the Effective Date)
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDLTLE 1.1(h)
EXECUTION VERSION
Schedule 1.16)
Idaho Power Required Regulatory Approvals
l. TheFPA203 Approval2. TheFPA205Approval3. Approval of the Transaction by the Idaho Public Utilities Commission4. Approval of the Transaction by the Oregon Public Utility Commission
JOrNT PURCHASE AND SALE AGREEMENT - SCHEDT LE l.l(i)
l.
2.
J.
4.
5.
6.
7.
8.
EXECWION I/ERSION
Schedule 1.1(i)
PacifiCorp Required Regulatory Approvals
The FPA 203 Approval
The FPA 205 Approval
Approval of the Transaction by the California Public Utilities Commission
Approval of the Transaction by the Idaho Public Utilities Commission
Approval of the Transaction by the Oregon Public Utility Commission
Approval of the Transaction by the Utatr Public Service Commission
Approval of the Transaction by the Washington Utilities and Transportation Commission
Approval of the Transaction by the Wyoming Public Service Commission
JOINT PURCITASE AND SALE AGREEMENT - SCHEDULE 1.1(i)
EXECWION YERSION
l.
)
Schedule l.lft)
230kV Upgrades
Install a 230/138kV, 300 MVA transformer at the Bowmont substation; and
Replace two 230kV series capacitor banks at the Midpoint substation.
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDULE I.I(K)
EXECUTION I/ERSION
Schedule 3.1(fl
PacifiCorp Acquired Assets - Liabilities
None.
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDI'LE 3.I(D
EreCWION VERSION
Schedule 3.1(e)
PaciliCorp Acquired Assets - Title Exceptions
None.
JOTNT PURCHASE AND SALE AGREEMENT _ SCTIEDIJLE 3.I(g)
EXECUTION IlERSION
Schedule 3.lft)fi)
PaciliCorp Acquired Assets - Environmental Law and Environmental Permit Exceptions
None.
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDULE 3.1(hxi)
None.
EMCUTION TlERSION
Schedule 3.1ft)0i)
PacifiCorp Acquired Assets - Violation of Environmental Laws
JOrNT PURCHASE A]\tD SALE AGREEMENT- SCHEDULE 3.1(hxii)
EXECWION I/ERSION
Schedule 3.lft)Gii)
PacifiCorp Acquired Assets - Releases
None.
JOrNT PURCHASE AND SALE AGREEMENT - SCTTEDULE 3.l(hxiii)
EXECUTION T/ERSION
Schedule 3.lft)fiv)
PacifiCorp Acquired Assets - Storage Tanks, etc.
JOINT PURCHASE AND SALE AGREEMENT - SCHEDULE 3.1(h)(iv)
None.
EXECUTION T/ERSION
Schedule 3.lftXv)
PacifiCorp Acquired Assets - Assumed Obligations under Environmental Laws
JOINT PURCHASE AND SALE AGREEMENT - SCI{EDULE 3.1(h)(v)
PacifiCorp Acquired Assets - Intellectual Property
JOINT PURCHASE AND SALE AGREEMENT - SCHEDIJLE 3.10)
EXECWION TIERSION
Schedule 3.2(O
Idaho Power Acquired Assets - Liabilities
None.
JOINT PURCHASE AND SALE AGREEMENT - SC}IEDI.]LE 3.2(O
None.
EXECWION TlERSION
Schedule 3.2(s)
Idaho Power Acquired Assets - Title Exceptions
JOINT PIJRCHASE AND SALE AGREEMENT- SCIIEDULE 3.2(g)
DGCWION IlERSION
Schedule 3.2ft)fi)
Idaho Power Acquired Assets - Environmental Law and Environmental Permit Exceptions
None.
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDULE 3.2(hxi)
None.
EXECUTION I/ERSION
Schedule 3.2ft)fii)
Idaho Power Acquired Assets - Violation of Environmental Laws
JOrNT PURCHASE AND SALE AGREEMENT - SCITEDULE 3.2(hxii)
EXECWION I/ERSION
Schedule 3.2ft)fiii)
Idaho Power Acquired Assets - Releases
None.
JOrNT PURCHASE Ar{D SALE AGREEMENT - SCTTEDULE 3.2(hxiii)
None.
EXECUTION YERSION
Schedule 3.2ft)fiv)
Idaho Power Acquired Assets - Storage Tanks, etc.
JOINT PURCHASE AND SALE AGREEMENT - SCIIEDULE 3.2(h)(iv)
EXECWION VERSION
Schedule 3.2ftXv)
Idaho Power Acquired Assets - Assumed Obligations under Environmental Laws
None.
JOINT PURCHASE AI{D SALE AGREEMENT - SC}IEDULE 3.2(hXv)
EXECUTION VERSION
Schedule 3.2(i)
Idaho Power Acquired Assets - Intellectual Propertv
None.
JOINT PURCHASE AND SALE AGREEMENT- SCImDIILE 3.2C)