20250819Comment Support.pdf

RECEIVED
August 19, 2025
Andrew P. Moratzka(pro hac vice forthcoming) IDAHO PUBLIC
[e-mail] UTILITIES COMMISSION
STOEL RIVES LLP
33 South 6th Street
Minneapolis, MN 55402
Telephone: [phone]
Facsimile: 612.373.8881
W. Christopher Pooser, ISB No. 5525
[e-mail]
Alaina Harrington, ISB No. 11879
[e-mail]
STOEL RIVES LLP
101 S. Capitol Boulevard, Suite 1900
Boise, ID 83702
Telephone: [phone]
Facsimile: 208.3 89.9040
Attorneys for Idaho Forest Group LLC
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION Case No. CIO-E-25-01
OF NORTHERN LIGHTS, INC. AND THE
CITY OF BONNERS FERRY FOR AN DECLARATION OF ANDREW P.
ORDER APPROVING A SERVICE MORATZKA IN SUPPORT OF IDAHO
TERRITORY AGREEMENT BETWEEN FOREST GROUP LLC'S COMMENT
THE APPLICANTS
I, Andrew Moratzka, declare as follows:
1. I am a partner at the law firm Stoel Rives LLP. I am counsel for Idaho Forest Group,
LLC ("IFG") in the above-entitled matter, as well as counsel for IFG in the pending proceeding
Idaho Forest Group LLC v. City of Bonners Ferry, Case No. CV11-23-0271 (Boundary County
District Court) ("Rates and Service Litigation"). As such, I have personal knowledge of the facts
and statements contained in this Declaration. I submit this declaration in support of IFG's initial
comment in this matter.
2. Attached as Exhibit A is a true and correct copy of the Boundary County District
Court's November 2, 2023 Memorandum Order and Decision in the Rates and Service Litigation.
1

3. Attached as Exhibit B is a true and correct copy of the Boundary County District
Court's August 14, 2024 Memorandum Decision and Order.
4. Attached as Exhibit C is a true and correct copy of the City of Bonners Ferry's
Motion to Dismiss and Motion for Judgment on the Pleadings dated March 20, 2024.
5. Attached as Exhibit D is a true and correct copy of IFG's Notice of Appeal, dated
June 5, 2025.
6. Attached as Exhibit E is a true and correct copy of the Suspension Notice issued
by the Clerk of Courts for the Idaho Supreme Court and Idaho Court of Appeals dated June 12,
2025.
7. Attached as Exhibit F is a true and correct copy of the Clerk's Record and
Reporter's Transcripts Due Date issued by the Clerk of Courts for the Idaho Supreme Court and
Idaho Court of Appeals dated June 17, 2025.
8. Attached as Exhibit G is a true and correct copy of IFG's Amended Notice of
Appeal, dated August 1, 2025.
9. Attached as Exhibit H is a true and correct copy of the City of Bonners Ferry's
municipal boundary map, produced by the City of Bonners Ferry in the Rates and Service
Litigation.
10. I declare under penalty of perjury and the laws of the State of Idaho that the
foregoing is true and correct.
DATED: August 19, 2025
Is/Andrew Moratzka
Andrew P. Moratzka(pro hac vice)
2

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on August 19, 2025, I served a true and correct copy of the
DECLARATION OF ANDREW P. MORATZKA IN SUPPORT OF IDAHO FOREST
GROUP LLC'S COMMENT upon the following by electronic mail only:
Commission Secretary
Idaho Public Utilities Commission
472 W. Washington Street
Boise, ID 83702
[e-mail]
Susan P. Weeks
James, Vernon, & Weeks, P.A.
1626 Lincoln Way
Coeur d'Alene, ID 83834
[e-mail]
Tyler R. Whitney
Cable Huston LLP
1455 SW Broadway, Ste 1500
Portland, OR 97201-3412
[e-mail]
/s/W. Christopher Pooser
W. Christopher Pooser
150071635.3 0026695-00016
3

w
Exhibit A

Filed:11/02/2023 14:01:24
First Judicial District, Boundary County
Glenda Poston, Clerk of the Court
By: Deputy Clerk- Wilson, Jamie
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT
OF THE STATE OF IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP, LLC,
Case No. CVII-23-0271
Plaintiff,
MEMORANDUM ORDER AND
VS. DECISION GRANTING MOTION TO
DISMISS & DENYING MOTION TO
CITY OF BONNERS FERRY, STRIKE
Defendant.
This case involves whether the Defendant City of Bonners Ferry(the City) electricity rates
are just and reasonable as well as allegations involving an agreement between the parties for
electric service. Plaintiff Idaho Forest Group, LLC (IFG) receives electric service from the City.
The City filed this motion to dismiss five of IFG's six causes of action and to strike paragraphs
74-76 in the complaint. For the reasons stated below,this Court grants in part. denies in part the
City's motion to dismiss and denies the motion to strike.
1. FACTS AND PROCEDURAL HISTORY
IFG produces lumber, operating five facilities in Northern Idaho, including one in Moyie
Springs (Moyie Springs Mill). IFG needs electric service to run its operations. Although IFG is
located outside of the City of Bonners Ferry city limits, the Moyie Springs Mill is capable of
connection to and receives service from the City's system. The City operates a municipal electric
utility that supplies power to consumers in and around the City on a non-profit basis. The City
serves over approximately 2,400 customers.
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -1

In July 2011, IFG and the City entered into an agreement for electric service (the ESA).
The City supplied electricity to IFG through December 31,2022. Prior to that agreement expiring,
the parties attempted, unsuccessfully, to negotiate a new contract. When those efforts failed, the
City exercised its statutory ratemaking authority, pursuant to Idaho Code § 50-325, to adopt new
electric rates that are sufficient for the City to recover its costs of service. Those new rates took
effect on January 1, 2023, following the previous agreement expiration.
Prior to filing this case, IFG filed a request to compel(CV 11-23-0061)the City to arbitrate
the rate dispute based on the terms in their agreement. This Court denied IFG's request to compel
arbitration because the agreement expired and the terms could no longer be enforced.
Subsequently, IFG filed this instant case asserting six causes of action: (1) breach of contract, (2)
breach of implied covenant of good faith and fair dealing. (3) equitable estoppel. (4) unjust
enrichment, (5) just and reasonable rate violation, and (6) breach of municipal
authority/unconstitutional taking. The City then filed this motion to dismiss five of the six causes
of action (excepting the fifth cause of action) under Idaho Rule of Civil Procedure, Rule 12(b)(6).
The City also asks this Court to strike paragraphs 74-76 from IFG's complaint. The Court held a
hearing on the motions on September 20, 2023.
II. LEGAL STANDARD
Under Idaho Rules of Civil Procedure, Rule 12, a party may seek to dismiss a complaint
for"failure to state a claim upon which relief can be granted." I.R.C.P. 12(b)(6). Under this rule.
the Court should not grant the motion "unless it appears beyond doubt that the plaintiff can prove
no set of facts in support of his claim that would entitle him to relief." Geringer Cap. 1'. Taunton
Properties. LW. 529 P.3d 760, 765 (Idaho 2023) (quoting Luck v. Rohel, 171 Idaho 51, 518 P.3d
350, 354 (2022)) (internal quotation marks omitted). The Court views all facts and inferences in
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -2

the record and pleadings in favor of the non-moving party. Id. If a court nevertheless considers
material outside the pleadings "the motion shall be treated as one for summary judgment and
disposed of as provided in Rule 56...... I.R.C.P. 12(b).
Pursuant to Idaho Rule of Civil Procedure 56, "[tlhe court must grant summary judgment
if the movant shows that there is no genuine dispute as to any material fact and the movant is
entitled to judgment as a matter of law." I.R.C.P 56(a). In determining whether an issue of
material fact exists, all disputed facts are liberally construed and all reasonable inferences made in
favor of the non-moving party. G&M Farms v. Funk Irrigation Co., 119 Idaho 514,517, 808 P.2d
851, 854 (1991). The moving party has the burden of proving the absence of material fact. Id.
Nevertheless, Plaintiff's case "must be anchored in something more than speculation and a mere
scintilla of evidence is not enough to create a genuine issue." Id. The non-moving party may not
merely rest on allegations contained in his pleadings, but must come forward and produce evidence
by way ol'deposition or affidavit to contradict the assertions of the moving party and establish a
genuine issue of material fact. Sammis v. Magnetek, Inc., 130 Idaho 342, 941 P.2d 314 (1997);
see also I.R.C.P. 56(c).
If the record contains conflicting inferences upon which reasonable minds could differ,the
court should not grant summary judgment. G&M Farms, 119 Idaho at 517. 808 P.2d at 854.
However, where the evidentiary facts are not disputed and the trial court rather than a jury will be
the trier of fact, summary judgment is appropriate despite the possibility of conflicting inferences,
because the court alone will be responsible for resolving the conflict between those inferences.
State of Idaho Dept. of Finance v. Resource .Service Co., Inc., 130 Idaho 877, 880, 950 P.2d 249
(1998) (citing Riverside Development Co. v. Ritchie. 103 Idaho 515, 519, 650 P.2d 657, 661
(1982)); HqjJer v. Callister. 137 Idaho 291. 293. 47 P.3d 1261, 1263 (2002).
MEMORANDUM ORDER & DECISION ON MOTION TO DISMISS & STRIKE, PAGE -3

III. DISCUSSION
The City requests the Court dismiss the following claims for failure to state a claim for
relief: breach of contract, breach of implied covenant of good faith and fair dealing, equitable
estoppel. unjust enrichment, and breach of municipal authority/unconstitutional taking. IFG
contends that the claims are properly pled and should survive the motion to dismiss. The City also
requests the Court strike paragraphs 74-76 of IFG's complaint because the allegations are legally
erroneous and thus immaterial. The Court addresses each of these motions in turn.
As an initial matter, the Court must discuss the record on which it is basing its decision.
Obviously,the Court is familiar with the ESA via the arbitration case. Interestingly, IFG does not
include the ESA in its pleadings in this case. However, IFG's complaint references specific
paragraphs and sections of the ESA. In its briefing, the City presented the ESA as "Attachment
A." IFG makes no objection to the attachment and the Court has not excluded it from
consideration. Accordingly,the Court will consider the ESA as a matter outside the pleadings and
recognizes that the motion to dismiss must then be treated as a one for summary judgment, see
supra section II for applicable standard.
IFG's claims in Counts 1, 2, and 3 all suffer from the same fatal flaw: there was not any
contract in place regarding these claims. Simply put, IFG had a contract (the ESA) with the City
from July 26, 2011, through December 31. 2022, and IFG's claims all relate to the City's rate
increase on January 1, 2023, after the contract expired. Certainly, as to any rate adjustments that
took place under the contract, IFG was obliged to comply with Section 6.7. And, of course, in
performing under the contract, IFG owed a duty of good faith and fair dealing. But as the contract
did not cover any rate increases after the contract's expiration—one is hard pressed to even imagine
such a way to contract for that — it was impossible for the City to breach a non-existent contract
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -4

regarding actions related to the rate increase. And so while this Court accepts IFG's factual claims
in its complaint that the City did not provide comprehensive Cost of Service Analysis (COSA)
data. that the COSA was password protected, and that the City rejected IFG's NDA offer, etc.,
none of that matters. The City had no obligation to do those things as to a Jost-contract rate
increase.
IFG's complaints all relate to the negotiation of a new contract. Yet, the City was under
no obligation to negotiate a new contract. Accordingly, while the City may have provided some
form of a COSA, they did not have to do so. IFG seems to argue that not renewing the ESA was
somehow nefarious or bad dealing by the City. To the contrary, the City, like any contracting
party, was well within its rights to decide it did not want to enter into a new contract and simply
let the old contract expire. With the old contract expired, the City was free to set a rate that was
just and reasonable under Idaho Code § 50-325 without explaining itself to IFG.
IFG tries to tie its claims against the City to the ESA by claiming that the actions occurred
during the time in which the ESA was still operating. This is immaterial. No action complained
of by IFG is related to any rates or services under the contract. All of the actions were forward-
looking to the new rate increase which took effect on January 1, 2023. It makes sense that the
parties negotiated and traded proposals and information, but none of that was required under the
ESA for a rate increase set to take effect after the ESA expired. This is apparent from reading the
ESA and applying rudimentary contract principles.
With this summary in mind, the Court will turn to the individual claims that are the subject
of the City's motion to dismiss.
1
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -5

A. IFG's breach of contract claim.
IFG alleges that the City breached the electric service agreement, specifically Section 6.7
that was in place from July 2011 until December 31,2022. Section 6.7 required the City to provide
IFG with"calculations and documentation in sufficient detail"to support"any adjustment"to rates
that the City charged IFG. For a breach of contract claim, a party must establish the following
elements: "(a) the existence of the contract, (b) the breach of the contract, (c) the breach caused
damages. and (d)the amount of those damages." Safaris Unlimited. LLC v. Von Jones, 158 Idaho
846, 850, 353 P.3d 1080. 1084(2015) (quoting Mosell Equilies. LLC v. Berryhill& Co— 154 Idaho
269, 278, 297 P.3d 232, 241 (2013)).
Here, the parties had a contract beginning July 2011 with it expiring December 31, 2022.
Section 6.7 was no longer in effect when the contract expired. Therefore, any adjustment to the
rates after December 31, 2022, did not require the City to follow the protocol outlined in Section
6.7. The City could not have breached the contract regarding any rate adjustments after December
31, 2022. IFG's allegations involve new electric rates that apply after the contract expired. The
City had no obligation to provide IFG with calculation and documentation regarding the
adjustments after the contract expired. As a result, the City did not breach the contract, and this
claim is dismissed.
B. IFG's breach of good faith and fair dealing claim.
IFG contends the City breached the duty of good faith and fair dealing inherent in the
contract for the same reasons as its breach of contract claim. Every contract contains a covenant
of good faith and fair dealing. Silicon Ini'l Ore, LLC v. Monsunto Co., 155 Idaho 538, 552, 314
P.)d 593, 607 (2013). That covenant requires the parties to perform obligations required M the
contract in good faith. Id
MEMORANDi IM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE-6

Like with the breach of contract claim above, this claim arises from the expired contract.
The City could not have breached this covenant in adjusting rates after the contractual period. 1I c
fails to allege facts for this claim during the contractual period. The actions alleged do not rc late
to the contract. While the City had an obligation to perform its contractual obligations in good
faith and with fair dealing during the contractual period, IFG can raise no claim for dealings
unrelated to the ESA such as a rate increase after the contract expired. As such, the City had no
obligation to notify IFG regarding rate changes or calculations applicable to a rate change in
January of 2023. Thus. like its breach of contract claim. this claim is also dismissed.
C. IFG's equitable estoppel claim.
IFG asserts a claim for equitable estoppel arguing the City concealed the truth of material
facts in COSA and IFG detrimentally relied on the information in the COSA. To establish a claim
for equitable estoppel, a parry must demonstrate these elements:
(1) a false representation or concealment of a material fact with actual or
constructive knowledge of the truth; (2) that the party asserting estoppel did not
know or could not discover the truth; (3) that the false representation or
concealment was made with the intent that it be relied upon; and(4)that the person
to whom the representation was made, or from whom the facts were concealed,
relied and acted upon the representation or concealment to his prejudice.
Clearvi-ater REI, LLC v. Boling, 155 Idaho 954. 961. 318 P.3d 944, 951 (2014).
IFG's equitable estoppel claim fails because it cannot demonstrate the reliance element.
From IFG's complaint, it is apparent that IFG could not fully access the COSA data and did not
believe the data to be accurate. Nonetheless, in spite of its concerns with the COSA, after the
previous contract expired on December 31.2022, IFG still decided to buy electric service from the
City. IFG makes no allegations that it was induced and detrimentally relied on false
representations in making that decision. While in paragraph 64 ofits complaint, IFG says it "had
no choice but to rely upon the information"the rest of the sentence belies this conclusory assertion.
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -7

Read in combination with paragraphs 60 to 63, it is apparent that IFG did not rely on the COSA in
purchasing service from the City; rather, IFG sought electric service from the City in spite of the
COSA because IFG found it necessary to keep purchasing electricity. IFG voluntarily chose to
keep receiving electricity from the City post-contract even though they believed the COSA was
wrong. This is the opposite of reliance.
Similarly,if IFG"had no choice"but to purchase electricity from the City(which is unclear
to the Court) IFG's reliance claim is further undermined. That is, accepting this argument as true
given the current procedural posture, if IFG had no choice in purchasing the electricity due to
IFG's geographic circumstances and needs, then IFG obviously did not rely on the City's COSA
or other communications in purchasing electricity. Accordingly, IFG's equitable estoppel claim
is dismissed.
D. IFG's unjust enrichment claim.
IFG alleges that the City is receiving a benefit from its high rates for electric services it
charges IFG. The City argues that IFG's exclusive remedy is through Idaho Code § 50-325(2),
which they plead in count V. Idaho Code § 50-325, subsection 2 provides:
Any consumer of a municipal electric system may apply to the district court of the
county where the consumer's service entrance is located for a determination that
the municipality's charges for electric service to that consumer are fair. just and
reasonable and are not discriminatory or preferential. In the event that the court
determines that the rate is not fair, just and reasonable or is discriminatory or
preferential, the court shall remand the matter to the municipality to alter or amend
such rate in conformance with the determination of the court.
I.C. § 50-325(2). The statute does not state that it is the sole cause of action for challenging the
City's electric rates. It is not yet clear to this Court whether the statute precludes IFG from
asserting other claims in addition to a claim under Idaho Code § 50-325. The City has not pointed
the Court to authority for that position.
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -8

IFG raises the interesting point that if it successfully challenges the rate increase,the only
avenue by which to receive reimbursement is an unjust enrichment claim. The City claims that
IFG has put the cart before the horse as there has been no finding that the rates are unjust. The
City's and IFG's arguments both raise interesting and thorny questions that the Court will not
resolve at this early stage. For example, if IFG's only avenue to challenge the rates is via I.C.
§ 50-325 but that section does not provide a damages remedy,then does IFG have no way in which
to recover monev it improperly paid? Or does an unjust enrichment claim provide the gap-filling
in such a situation? Can IFG only raise an unjust enrichment claim in conjunction with an I.C.
§ 50-325 challenge or could it bring it separately? Must IFG wait until an adjudication of a rate
challenge and then file an unjust enrichment claim?
"Unjust enrichment occurs where a defendant receives a benefit which would be
inequitable to retain without compensating the plaintiff to the extent that retention is unjust."
CountryH-ide Home Loans. Inc. v. Sheets, 160 Idaho 268, 272. 371 P.3d 322, 326 (2016) (quoting
Ganderlord Co. v. Knudson, 144 Idaho 547, 557, 165 P.3d 261. 271 (2007)) (internal quotation
marks omitted). For an unjust enrichment claim, a party must establish that "(1) a benefit is
conferred on the defendant by the plaintiff, (2) the defendant appreciates the benefit; and (3) it
would be inequitable for the defendant to accept the benefit without lxaymcnt of the value of the
benefit." Id. In viewing all facts and inferences in IFG's favor, the Court finds that this claim
survives a motion to dismiss. IFG alleges that the City is receiving at least double the necessary
rate increase from IFG and benefitting from an unlawful profit due to its discriminatory rate
increase. Those allegations are sufficient to survive a Rule 12(b)(6) motion.
Accordingly, IFG's claim for unjust enrichment will not be dismissed.
MEMORANDUM ORDER & DECISION ON MOTION TO DISMISS & STRIKE, PAGE-9

E. IFG's breach of municipal authority/unconstitutional taking claim.
IFG asserts an unlawful tax claim and a takings claim in Count VI. alleging that the City's
new rates are set to a level designed for the City to recover a 5%general transfer charge. The City
argues that IFG failed to meet the heightened pleading standard applicable to constitutional claims
pursuant to Idaho Rules of Civil Procedure, Rule 9(b). Rule 9(b) provides:
In alleging fraud or mistake, or a violation of civil or constitutional rights, a party
must state with particularity the circumstances constituting the fraud or mistake or
the violation of civil or constitutional rights. Malice, intent, knowledge, and other
conditions of a person's mind may be alleged generally.
I.R.C.P. 9(b).
In reviewing IFG's complaint, IFG states with particularity the circumstances constituting
the violation of constitutional rights. IFG clearly asserts:
84. Defendant's 5% general fund transfer was a means for Defendant to generate a
profit on its electric system operations.
85. As part of the COSA,Defendant recalibrated its analysis to build the 5%general
fund transfer broadly into customers' rates, including IFG.
86. Since January 1, 2023, Defendant has continued charging rates to IFG that are
unlawfully designed to generate a profit.
Compl. ¶j 84-86. IFG leaves no ambiguity as to the circumstances constituting what it alleges to
be a violation of constitutional rights. IFG's complaint is not merely conclusory and provides
factual allegations sufficient for the City to understand the claim and respond. Thus, IFG's claim
will survive the motion to dismiss.
While the Court wonders how a party who voluntarily seeks for and pays for a service that
it is not entitled to receive can claim a "taking," such an argument is not yet before this Court.
That is, the City cannot force IFG to contract with them nor can the City "take" IFG's money
without IFG's consent. Thus, it seems that IFG's decision to receive electric service from the City
is a privilege, not a right. Nonetheless, the Court leaves such analysis to another day.
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE. PAGE -10

F. The Court will not strike paragraphs 74-76 of the Complaint.
Under Idaho Rules of Civil Procedure, Rule 12(f), "[t]he court may strike from a pleading
an insufficient defense or any redundant, immaterial, impertinent,or scandalous matter." LR.C.P.
12(f). This action can be done by the Court or on a motion from a party. Id. The City requests
the Court strike three paragraphs from IFG's complaint because the paragraphs misrepresent the
applicable burden for IFG's claim the reasonableness of the City's rates. The Court finds that the
paragraphs are simply legal argument upon which both sides may reasonably disagree. Therefore,
the Court denies the City's motion to strike.
IV. CONCLUSION AND ORDER
Now, therefore, based on the foregoing, it is hereby ordered that the City"s motion to
dismiss is GRANTED IN PART, DENIED IN PART.
It is further ordered that the City's motion to strike is DENIED.
j
Dated this day of November. 2023.
n. Lamont C. Berecz
District Judge
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -I I

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served on the parties.
this 11/2/2023 in the manner described below:
Andrew P. Moratzka—[e-mail]
Nicole C. Hancock—[e-mail]
Jennifer S. Palmer—[e-mail]
Stoel Rives LLP
Andrakay Pluid—[e-mail]
Office of the City Attorney for the City of Bonners Ferry
Richard G. Lorenz—[e-mail]
Brian S. Epley—[e-mail]
Tyler R. Whitney—[e-mail]
Cable Huston LLP
vl S
Deputy Clerk
MEMORANDUM ORDER& DECISION ON MOTION TO DISMISS & STRIKE, PAGE -12

w
Exhibit B

Filed:08/14/2024 17:17:14
First Judicial District, Boundary County
Glenda Poston, Clerk of the Court
By: Deputy Clerk- Armstrong, Della
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE, STATE OF
IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC, ) CASE NO. CV11-23-0271
Plaintiff, )
VS. ) MEMORANDUM DECISION AND
ORDER re: Motions Heard on May 22, 2024
CITY OF BONNF,RS FERRY, )
Defendant. )
THIS MATTER came before the Court on May 22, 2024, for a hearing on: (1)
Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and I.R.C.P. 12(c) Motion for
Judgment on the Pleadings on Counts IV and VI or, Alternatively, to Stay and Compel
Arbitration on Such Claims, filed on March 20, 2024; (2) Defendant's Motions for Partial
Summary Judgment, filed on April 24, 2024; and (3) Plaintiffs Rule 56(d) Motion to Defer
Defendant's Motions for Partial Summary Judgment and Allow Discovery, filed on May 8, 2024.
Defendant City of Bonners Ferry was represented at the hearing by Brian S. Epley (appearing
pro hac vice) and Tyler R. Whitney, of CABLE HUSTON LLP, and Andrakay Pluid, attorney
for the City of Bonners Ferry. Plaintiff Idaho Forest Group LLC was represented at the hearing
by Andrew P. Moratzka (appearing pro hac vice), of STOEL RIVES I.I.P. Ms. Pluid was
present in the courtroom. Mr. Epley, Mr. Whitney, and Mr. Moratzka participated by Zoom.
I. PROCEDURAL HISTORY
On June 29, 2023, Plaintiff Idaho Forest Group LLC (hereafter, "IFG" or "Plaintiff')
filed a Complaint against Defendant City of Bonners Ferry (hereafter, "City" or "Defendant"),
asserting six causes of action. Complaint (filed .Tune 29, 2023). The City filed its Answer and
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 1

Affirmative Defenses on November 16, 2023. Defendant's Answer and Affirmative Defenses
(filed November 16. 2023). Thereafter, upon a motion by the City, the Court dismissed the
claims in Counts 1, I1. and III of the Complaint. Memorandum Order and Decision Granting
Motion to Dismiss & Denying Motion to Strike (filed November 2, 2023). IFG filed an Amended
Complaint on February 26, 2024, asserting claims for unjust enrichment (Count 1V), just and
reasonable rate violation (Count V), breach of municipal authority/unconstitutional taking
(Count VI), and declaratory relief(Count VII). Amended Complaint(filed February 26, 2024).
On March 20, 2024. the City filed an I.R.C.P. 12(b)(6) motion to dismiss Count VII, and
an I.R.C.P. I2(c) motion for judgment on the pleadings on Counts IV and VI to the extent IFG is
asserting claims predicated on pre-2023 conduct, or, alternatively, to stay and compel arbitration
on such claims. Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and LR.C.P. 12(c)
Motion for Judgment on the Pleadings on Counts IV and VI or, Alternatively, to Stay and
Compel Arbitration on Such Claims (filed March 20, 2024); Response in Opposition to
Defindant's Motion to Dismiss Count VII, and Motion for Judgment on the Pleadings on Counts
IV and VI or, Alternatively, to Stay and Compel Arbitration on Such Claims (filed May 15,
2024); Defendant's Reply in Support of Defendant's LR.C.P. 12(b)(6) Motion to Dismiss Count
VII, and LR.C.P. 12(c) Motion for Judgment on the Pleadings on Count IV and VI or,
Alternatively, to Stay and Compel Arbitration on Such Claims (filed May 20, 2024).
On April 24, 2024, the City filed motions for partial summary judgment pursuant to
I.R.C.P. 56, seeking an order confirming that IFG bears the burden of proof on Count V; an order
dismissing with prejudice Count IV and Count V to the extent IFG is seeking a refund of
amounts paid to the City; and an order dismissing with prejudice Count VI. Defendant's Motions
for Partial Summary,ludgment (filed April 24, 2024), at p. 2: Declaration of Brian S. Epley in
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-2

Support of Defendant's Motions for Partial Summary Judgment (filed April 24, 2024);
Declaration of Mike Klaus in Support-of Defendant's Motions for Partial Summary Judgment
(filed April 24, 2024); Response in Opposition to Defendant's Motions for Partial Summary
Judgment (filed May 8, 2024); Defendants Reply in Support of*Motions for Partial Summary
Judgment (filed May 15, 2024); Declaration of Larry Crowley in Support of Opposition to
Motions for Partial Summary Judgment (filed May 23, 2024); Declaration of Andrew Moratzka
in Support of Opposition to Motions for Partial Summary Judgment (filed May 23, 2024).
On May 8, 2024. IFG filed an I.R.C.P. 56(d) motion to defer the City's motions for
partial summary judgment and allow time for discovery. Rule 56(d) Motion to Defer Defendant's
Motions.for Partial Summary Judgment and Allow Time for Discovery (filed May 8, 2024);
Defendant's Opposition to Plaintiff's Rule 56(d) Motion to Defer Defendant's Motions .for
Partial Summary Judgment and Allow Time for Discovery (filed May 15, 2024); Reply in
Support of Rule 56(d) Motion to Defer Defendant's Motions for Partial Summary Judgment and
Allow Time.for Discovery(filed May 20, 2024).
The motions were heard on May 22, 2024, after which the Court took the matter under
advisement. Wherefore, upon consideration of the oral and written arguments of the parties, the
facts of the case, and the law,this Court issues the following Memorandum Decision and Order
I1. LEGAL STANDARDS AND STANDARDS OF REVIEW
A. Summary Judgment Standard—I.R.C.P. 56
Rule 56 of the Idaho Rules of Civil Procedure provides that "[t]he court must grant
summary judgment if the movant shows that there is no genuine dispute as to any material fact
and the movant is entitled to judgment as a matter of law." I.R.C.P. 56(a). The Idaho Supreme
Court set forth the legal standard and standard of review for a summary judgment motion thusly:
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-3

This Court's review of the district court's ruling on a motion for summary
judgment is the same as that required of the district court when ruling on the
motion. Friel v. Boise City Hous. Auth., 126 Idaho 484, 485. 887 P.2d 29. 30
(1994). Summary judgment is appropriate when "the pleadings, depositions,
admissions on file, together with the affidavits, if any, show that there is no
genuine issue as to any material fact and that the moving party is entitled to a
judgment as a matter of law." LR.C.P. 56(c).1 The burden of establishing the
absence of a genuine issue of material fact rests at all times with the parry moving
for summary judgment. Tingley v. Harrison, 125 Idaho 86, 89, 867 P.2d 9601, 963
(1994). We construe the record in the light most favorable to the party
opposing the motion, drawing all reasonable inferences in that party's favor.
Jenkins v. Boise Cascade Corp., 141 Idaho 233, 238, 108 P.3d 380, 385 (2005). If
reasonable people could reach different conclusions or inferences from the
evidence, the motion must be denied. Id. However, the nonmoving party must
submit more than just conclusory assertions that an issue of material fact
exists to withstand summary judgment. Id. A mere scintilla of evidence or
only slight doubt as to the facts is not sufficient to create a genuine issue of
material fact for the purposes of summary judgment. Id.
Finholt v. Cresto, 143 Idaho 894, 896-897, 155 P.3d 695. 697-698 (2007) (emphasis supplied).
B. Motion to Dismiss For Failure to State a Claim—I.R.C.P. 12(b)(6)
In Geringer Capital v. Taunton Properties, LLC, 529 P.3d 760 (2023). the legal standard
and standard of review for a Rule 12(b)(6) motion is set forth, as follows:
This Court reviews a district court's dismissal of a complaint pursuant to
Idaho Rule of Civil Procedure 12(b)(6) de novo. A motion to dismiss for failure to
state a claim should not be granted `unless it appears beyond doubt that the
plaintiff can prove no set of facts in support of his claim that would entitle him to
relief.' " Luck v. Rohel, 171 Idaho 51, 518 P.3d 350, 354 (2022) (quoting Paslay
v. A&B Irrigation Dist., 162 Idaho 866, 869, 406 P.3d 878, 881 (2017)). "Under
Rule 12(b)(6), `[a]fter viewing all facts and inferences from the record in favor of
the non-moving party, the Court will ask whether a claim for relief has been
stated.' " Paslay, 162 Idaho at 868-69, 406 P.3d at 880-81 (quoting Losser v.
Bradstreet, 145 Idaho 670, 673, 183 P.3d 758, 761 (2008)).
Id. at 765.
"A 12(b)(6) motion looks only at the pleadings to determine whether a claim for
relief has been stated." Young v. City of Ketchum, 137 Idaho 102, 104, 44 P.3d 1157, 1159
(2002) (emphasis supplied). "In order to survive a 12(b) motion to dismiss, it is not enough for a
' The subsections of Rule 56 have since been renu nbered.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-4

complaint to make conclusory allegations. Although the non-movant is entitled to have his
factual assertions treated as true, this privilege does not extend to the conclusions of law the
non-movant hopes the court to draw from those facts." Owsley v. Idaho Industrial Com'n,
141 Idaho 129, 136, 106 P.3d 455, 462 (2005) (internal citations omitted) (emphasis supplied).
C. Motion for Judgment on the Pleadings—I.R.C.P. 12(c)
In Elsaesser v. Gibson, 168 Idaho 585, 484 P.3d 866 (2021), the legal standard and
standard of review for a Rule 12(c) motion for judgment on the pleadings is set forth, as follows:
"After the pleadings are closed, but early enough not to delay trial, a party
may move for judgment on the pleadings." I.R.C.P. 12(c). ... "A judgment on the
pleadings is reviewed under the same standard as a ruling on summary judgment."
State v. Yzaguirre, 144 Idaho 471, 474, 163 P.3d 1183, 1186 (2007) (citing
Trimble v. Engelking, 130 Idaho 300, 302, 939 P.2d 1379, 1381 (1997)). ... "For
purposes of a motion for judgment on the pleadings, the moving party admits all
the allegations of the opposing party's pleadings and also admits the untruth of its
own allegations to the extent they have been denied." Yzaguirre, 144 Idaho at
474, 163 P.3d at 1186 (citation omitted). Where there are no disputed issues of
material fact, the remaining question is one of law, over which this Court
exercises free review. Friel v. Boise City Hous. Auth., 126 Idaho 484, 485, 887
P.2d 29, 30 (1994) (citing Farm Credit Bank of Spokane v. Stevenson, 125 Idaho
270, 272, 869 P.2d 1365. 1367 (1994)).
Id at 590-591, 484 P.3d at 871-872. E.g., Trimble v. Engelking, 130 Idaho 300, 302, 939 P.2d
1379, 1381 (1997) ("I.R.C.P. 12(c) governs motions for judgment on the pleadings. By its terms,
Rule 12(c) treats such motions similarly to motions for summary judgment. ... In motions for
summary judgment where the record reveals no issues of disputed fact, the question is one
of law. ... In this case, both parties agree that the named defendant, Rex Engelking, is
deceased; no issue of fact exists on this point. The issue in this case, then, the effect of a
decedent being named as defendant, is a question of law ..."). (Emphasis supplied)).
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-5

In determining the City's Rule I2(b)(6) and 12(c) motions, this Court shall look only at
the pleadings, i.e., IFG's Amended Complaint and the City's Answer and Affirmative Defenses.
Ill. FINDINGS OF UNDISPUTED FACTS
1. IFG is engaged in the business of producing lumber, and operates a facility in Movie Springs.
Idaho (hereafter. "Movie Springs Mill"). Amended Complaint. at ¶ 6: Complaint. at ¶ 5;2
Defendant's Answer and Affirmative Defenses, at¶5.
2. IFG needs electric service to run its operations, including the Movie Springs Mill. Amended
Complaint. at¶9: Complaint, at¶ 8; Defendant's Answer and Affirmative Defenses, at¶ 8.
3. The City owns and operates an electric system, which is used to generate, transmit, and
distribute electric energy to over 2,400 customers. Amended Complaint, at¶ 7; Complaint. at
¶ 6, Defendani's Answer and Affirmative Defenses, at¶ 6.
4. To run its electric system, the City relies on power supplied from the Movie Hydroelectric
Dam and po\v er purchased from Bonneville Power Administration (hereafter, "BPA").
Amended C'onyVaint, at ¶ 7; Complaint, at ¶ 6; Defendant's Answer and Affirmative
Defenses, at 116.
5. Although IFG is located outside of the city limits. the Movie Springs Mill is capable of
connection to, and receives service from the City's electric system. Amended Complaint. at 11
8; Complaint" at¶ 7; Defendant's Answer and Affirmative Defenses, at 1 7.
6. IFG entered into an electric service agreement with the City in July of 2011 (hereafter"
"ESA"). Amended Complaint, at Tj 10: Complaint, at ¶ 9; Defendant 's Answer and
-Affirmative Defenses, at ¶ 9; Defendanl's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and
I.R.C.P. 12(c) Motion.f n- .ludgment on the Pleadings on Counts IV and VI or, Alternatively,
'-Citations to the original Complaint are included in the Findings of Undisputed Facts because the City's admissions
in its Answer and Affirmative Defenses correspond to the paragraphs as numbered in the original Complaint.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22, 2024-6

to Stay and Compel Arbitration of Claims, at Attachment A.
7. The ESA was extended, by mutual agreement of the parties, only until December 31, 2022.
Amended Complaint. at TI 12; Complaint, at ¶ 11; Defendant's Answer and Affirmative
Defenses, at ¶ 11. See also Defendant's I,R.C.P. 12(b)(6) Motion to Dismiss Count VII, and
IR.C.P. 12(c) Motion for Judgment on the Pleadings on Counts IV and VI or, Alternatively,
to Stay and Compel Arbitration of Claims, at Attachment A, pp. 21-24.
8. IFG paid the rates charged for electric service under the terms of the ESA for the duration of
that contract. See Amended Complaint. at ' 11 C.'ornplaint, at ¶ 10; Defendant's Answer and
Affirmative Defenses, at¶ 10.
9. The City sent a letter to IFG on or about September 19, 2022. Amended Complaint, at ¶ 13;
Complaint, at¶ 12; Defendant's Answer and Affirmative Defenses, at 112.
10. Over the several months following the September 19. 2022 letter, the City met with IFG, and
exchanged emails, concerning new rates and terms for electric service beginning on January
1, 2023. Amended Complaint, at ¶ 15; Complaint, at ¶ 14; Defendant's Answer and
Affirmative Defenses, at¶ 14.
11. During this same time period, IFG expressed to the City its view that the proposed new rates
would be unjust and unreasonable if applied to IFG. Amended Complaint, at ¶¶ 15, 22;
Complaint,at¶¶ 14, 21; Defendant's Answer and Affirmative Defenses, at T¶ 14. 21.
12. IFG commenced this litigation against the City to challenge the proposed new rates.
IV. ANALYSIS
A. Defendant's Rule 12(b)(6) motion to dismiss claim for declaratory relief in Count
VII is granted.
1. Parties' Arguments
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-7

In Count VII of its Amended Complaint. "IFG seeks a declaration that the City does not
have the exclusive right to provide electric service to IFG's Moyie Springs Mill, and that IFG
has the right to seek and receive electric service from any other entity."Amended Complaint. at ¶
24. In moving to dismiss Count VII pursuant to I.R.C.P. 12(b)(6). the City argues that IFG
currently receives electric service from the City and, therefore, I.C. § 61-332B prohibits any
utility other than the City from providing electric service to IFG. Defendant's I.R.C.P. 12(b)(6)
Motion to Dismiss Count VII, and I.R.C.P. 12(c) Motion for Judgment 017 the Pleadings on
Counts IV and H or, Alternatively, to Stay and Compel Arbitration of Claims, at p. 5. In
response, IFG counters that "I.C. § 61-333 requires that any service territory agreement between
the City and a power cooperative be (1) filed with the PUC3 and (2) approved by the PUC, after
notice and opportunity for hearing," and that the City has not "satisfied either of these statutory
requirements with respect to providing electric service to IFG at the facility, in Moyie Springs,
which is undeniably outside the City's municipal boundaries."' Response in Opposition to
Defendant's Motion to Dismiss Count V11, and Motion for Judgment on the Pleadings on Counts
IV and VI or, Alternatively, to Stay and Compel Arbitration of Such Claims, at p. 6.
2, Discussion
In its Amended C'oniplaint. IFG alleges that although IFG is located outside of the city
limits, the Moyie Springs Mill is capable of connection to. and receives service from the City's
electric system, that IFG entered into an ESA with the City in July of 2011: and that the ESA
was extended by the parties through December 31, 2022. Amended Complaint, at ¶¶ 8. 10, 12.
Pursuant to the applicable legal standard, this Court accepts these factual allegations as true.
Also, because these facts have been admitted by the City in its Answer and Affirmative Defenses
(at IT 7, 9, 1 1 ). they are undisputed,and this Court can decide this motion as a question of law.
' Idaho Public Utilities Commission
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-8

The legal question to be decided is purely one of statutory interpretation, i.e., whether I.C.
§ 61-332B prohibits an electric supplier from serving consumers or former consumers of another
electric supplier; and whether the filing of an allocation of territory agreement with the PUC
under I.C. § 61-333 is a condition precedent for the prohibition in I.C. § 61-332B to apply.4
It is well-settled that "[t]he interpretation of a statute 'must begin with the literal words of
the statute; those words must be given their plain. usual, and ordinary meaning, and the statute
must be construed as a whole. If the statute is not ambiguous, this Court does not construe it,
but simply follows the law as written."' Adu County Prosecuting Attorney v. 2007 Legendary
Motorcycle, 154 Idaho 351, 353, 298 P.3d 245. 247 (2013) (quoting I'ercka v. Saint Alphonsus
Reg?Med. Ctr., 151 Idaho 889. 893, 265 P.3d 502. 506 (2011)) (emphasis supplied).
The language of I.C. § 61-332B reads, as follows:
No electric suppliers shall supply or furnish electric service to any electric
service entrance' that is then or had at any time previously been lawfully
connected for electric service to facilities of another electric supplier except
as provided in this [electric supplier stabilization] act.
I.C. § 61-332B (emphasis supplied).
This Court finds that the plain, usual, and ordinary meaning of the language of I.C. § 61-
332B prohibits any electric supplier from supplying or furnishing electric service to IFG, because
IFG is currently. and has previously been lawfully connected to the electric service facilities of
another electric supplier, i.e.. the City of Bonners Ferry — except as provided in the Electric
4 IFG also alleges that "lulpon information and belief the City did not receive Idaho Public Utilities Commission
authorization or approval to become the exclusive provider of electricity service to the Moyie Springs Mill at any
time"Amended Complain►, at¶71. The Court also accepts this allegation as true, but does not accept as true IFG's
legal conclusion that there is mandatory requirement in I.C.¶61-333 to file an allocation of territory agreement with
the PUC,and that said requirement is a condition precedent for the prohibition in I.C.¶61-332B to apply.
`"'Electric supplier' means any public utilit\. cooperative, or municipality supplying or intending to supply electric
service to a consumer." I.C. ss' 61-332A(4).
"'Service entrance' means the location on the consumer's property where the consumer's main disconnect switch,
fuses or other disconnect equipment exists, and which are intended to provide the means of cutoff of the supply.-
I.C. §61-332A(7).
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-9

Supplier Stabilization Act (hereafter. "ESSA"). The language of I.C. § 61-332B is not
ambiguous, and thus, cannot be construed by this Court, and must be followed as written. This
interpretation of I.C. § 61-332B as a strict prohibition against pirating of customers is discussed
by the Ninth Circuit Court of Appeals in Snake River Valley Elec. Assn, Plaintiff-Appellant, ►.
PacijWorp, Defendant-.Appellee and State of Idaho, Defendant-Intervenor-Appellee, 357 F.3d
1042, 1047-1048 (9t' Cir. 2004). In Snake River,the Ninth Circuit Court reasoned, as follows:
We first address whether the district court correctly ruled that PacifiCorp
enjoyed "state action" immunity as of December 8. 2000. under the amended
ESSA. As we explained in Snake River 1, state action immunity derives from
principles of federalism: Certain actions of the state that restrict competition are
immunized from federal antitrust law. The test for state action immunity remains
the same as outlined in.Snake River 1: that the challenged restraint must (1) reflect
a clearly articulated state policy that permits the anti-competitive conduct and (2)
that the permitted anti-competitive activities are actively supervised by the state.
238 F.3d at 1 192 (citing Cal. Retail Liquor Dealers Assn v. Midcal Alumh7wil,
Inc., 445 U.S. 97, 105, 100 S.Ct. 937. 63 L.Ed.2d 233 (1980)).
Before analyzing whether the amended ESSA satisfies this test, we
describe Idaho's current regulatory environment to aid understanding of the
legal significance of the challenged activities of PacifiCorp. Because SRVEA
waived the claims of its members who are not customers of PacifiCorp, Snake
River 1, 238 F.3d at 1191 n. 5, all members of SRVEA whose claims are relevant
to this appeal are currently served by PacifiCorp. The old ESSA did not have a
prohibition on retail wheeling; the only provision at question in Snake River I
was former Idaho Code § 61 332B (1999). That provision prohibited an
entrant electrical supplier (here, SRVEA) from servicing the territory or
customer of another supplier (here, PacifiCorp) without the written consent
of the current supplier. Stated another way, SRVEA could not supply power to
PacifiCorp's customers without PacifiCorp's written consent. We recognized this
fact in Snake River 1, noting that "SRVEA not only asks PacifiCorp to Wheel
power, but also seeks PacifiCorp's consent to provide power to PacifiCorp's
customers.- 238 F.3d at 1191 (emphasis in original). With that understanding. we
analyzed the portion of SRVEA's request that dealt with PacifiCorp's necessary
consent to provide power to PacitiCorp's customers under the Midcal test because
the withholding of consent was the only anti-competitive action covered by state
statute, and thus the only action potentially eligible for state action immunity. We
held, in Snake River 1, that the statute. which provided PacifiCorp the ability to
decide when, if ever, it would consent to allow SRVEA to service some of its
territory or customers and provided no method for state regulation of that
decision, did not satisfy the active supervision prong of Midcal.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 10

In response to our decision, the Idaho legislature amended the ESSA
in two ways that are significant for our analysis of state action immunity.
First, the legislature added section 61-332D, which allows an electrical supplier
to refuse to wheel if the requested wheeling "results in retail wheeling and/or a
sham wholesale transaction." Idaho Code § 61-3321)(1) (2004). If an electrical
supplier refuses to wheel, that supplier is obligated to petition the Public Utilities
Commission (`'PUC") for a review of whether that supplier's actions are
consistent with the ESSA. Id. § 61-332D(2). Second, section 61-332B was
amended to prohibit an electrical supplier, such as SRVEA, from serving
consumers or former consumers of another electrical supplier, such as
PacifiCorp. There is an exception to this prohibition if the proposed supplier,
such as SRVEA, petitions the Idaho PUC and the PUC issues an order
allowing the service.See Idaho Code § 61-334B (2004).
Under this regulatory scheme, SRVEA faces two obstacles to providing
electrical service to PacifiCorp's customers: First, SRVEA needs wheeling of
power by PacifiCorp to get the power to the service area. Second, even if power
is wheeled, any SRVEA "pirating," within the meaning of the ESSA, of those
who are now or were PacifiCorp's customers, would be prohibited absent an
order from the PUC granting an exception to section 61-332B. ...
357 F.3d at 1047-1048 (emphasis in italics in original) (emphasis in bold supplied).
The Ninth Circuit continued thusly:
However, the amended ESSA explicitly prohibits a new supplier from
"pirating" the customers of a public utility unless the PUC grants an
exception, permitting the transfer of present or past customers. See Idaho
Code §§ 61-33213, 61-334B (2004). Under the amended ESSA, a current
electrical supplier has no independent power to permit a new supplier to
service its existing (or former) customers. The power to control the division of
consumers between current and potential electrical suppliers is controlled entirely
by the PUC, a power that has not been invoked by SRVEA in this case.
357 F.3d at 1050 (emphasis supplied).
The language of the exception to I.C. § 61-33213, as set forth in I.C. § 61-33413, provides:
Upon a petition by an electric supplier or consumer for an exception to the
provisions of section 61-332B or 61-332C(1)(a), (b) or (c). Idaho Code, the
commission shall issue an order granting such request only upon finding that
granting the request is consistent with the purposes of this act as set forth in
section 61-332,7 Idaho Code.
Idaho Code §61-332 provides. in relevant part:
This act and its amendments are designed to promote harmony among and between electric suppliers
furnishing electricity within the state of Idaho, prohibit the "pirating" of consumers of another
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22, 2024- 11

I.C. § 61-33413(1) (emphasis supplied).
Here, no facts have been alleged by IFG that it, as a consumer, or any proposed electric
supplier, has petitioned the PUC under I.C. § 61-334B for an exception to I.C. § 61-332B. The
plain language of I.C. § 61-334B places the responsibility of seeking an exception to I.C. § 61-
332B upon IFG or a proposed electric supplier, not upon the City. The City "has no independent
power to permit a new supplier to service its existing (or former) customers." 357 F.3d at 1050.
With respect to I.C. § 61-333, IFG has provided no legal authority to support its argument
that I.C. § 61-333 is mandatory and acts as a condition precedent for the pirating prohibition in
I.C. § 61-332B to apply. IFG's argument is undermined not only by the existence of the express
exception to I.C. § 61-332B set forth in I.C. 61-334B, but also by the plain language of§ 61-333.
Section 61-333 provides, in relevant part:
Any electric supplier may contract in writing with any other electric supplier for
the purpose of allocating territories, consumers, and future consumers between the
electric suppliers and designating which territories and consumers are to be served
by which contracting electric supplier. ... All such contracts shall be filed with the
commission. ...
I.C. § 61-333(1) (emphasis supplied). The use of"may" rather than "shall" before "contract in
writing" clearly indicates that the making of such contracts is permissive rather than mandatory.
South Valley Ground Water District v. Idaho Department of Water Resources, 548 P.3d 734, 756
(2024) ("When used in a statute, the word `may' is permissive rather than the imperative
or mandatory meaning of`must' or `shall.' ") (Citation omitted) (emphasis supplied)).
For these reasons, this Court concludes as a matter of law that I.C. § 61-332B prohibits
electric supplier, discourage duplication of electric facilities, actively supervise certain conduct of
electric suppliers as it relates to this act, and stabilize the territories and consumers served with
electricity by such electric suppliers.
I.C. §61-332(2)(emphasis supplied).
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-12

another electric supplier from supplying or furnishing electric service to IFG, because IFG is
currently, and has previously been lawfully connected to the electric service facilities of the City,
and that I.C. § 61-333 does not apply. IFG's claim for declaratory relief in Count VII of the
Amended Complaint,therefore, fails to state a claim for which relief can be granted.
Accordingly, the City's I.R.C.P. 12(b)(6) motion to dismiss IFG's claim for declaratory
relief in Count VII of the Amended Complaint is granted. Count VII is dismissed with prejudice.
B. Defendant's Rule 12(c) motion for judgment on the pleadings on claims for unjust
enrichment and breach of municipal authority/unconstitutional taking in Counts IV
and VI is granted.
1. Parties' Arguments
In its unjust enrichment claim in Count IV of the Amended Complaint, IFG alleges that
"Defendant has charged, and required IFG to pay, rates for electric service that result in
Defendant receiving at least double the necessary rate increase from IFG." Amended Complain!,
at ¶ 47. In its claim for breach of municipal authority/unconstitutional taking in Count VI, IFG
alleges that "[u]nder the ESA, and until December 31, 2022, Defendant charged IFG rates that
included a 5% general fund transfer that is in violation of Idaho Law"; that "Defendant's rates
constitute an impermissible, unlawful tax enacted without authority under Idaho law"; and that
"[t]he taking of property by a government entity without having legal authority for such taking is
a violation of the right to due process under the Idaho Constitution."Id at¶¶62, 66. 67.
The City has moved for judgment on the pleadings on Counts IV and VI as to any claims
predicated on pre-2023 conduct. Specifically, as to the unjust enriclunent claim, the City argues:
Idaho law is clear that, "[r]ecovery cannot be had for unjust enrichment where
there is an express contract covering the same subject matter." Thomas v. Thomas,
150 Idaho 636, 643, 249 P.3d 829 (2011). It is undisputed that the ESA was an
express contract governing payments for electric service prior to 2023. IFG
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 13

therefore cannot rely on an unjust enrichment theory to claw back payments made
under that contract.
Defendant's IR.C.P. 12(b)(6) Motion to Dismiss Count VII, and LR.C.P. 12(c) Motion for
Judgment on the Pleadings on Counts IV and VI or, Alternatively, to Stay and Compel
Arbitration of Claims, at p. 7. As to the claim for unconstitutional taking, the City argues:
The notion that the City unlawfully "took" IFG's property (here, money)
merely by charging contractual rates contradicts well-established takings
jurisprudence. The Takings Clause addresses the "taking of any private property .
. . for public use . . . without the consent of the owner, upon payment of just
compensation, according to the method prescribed by law." I McQuillin The
Law of Municipal Corporations § 32:2 (emphasis added); 26 Am. Jur. 2d Eminent
Domain § 2 ("`eminent domain' is the power of a governmental entity to take
private property for a public use without the owner's consent, conditioned upon
the payment of just compensation") (emphasis added). A takings claim therefore
does not lie where the government receives property pursuant to a contract to
which the owner agreed.
Id. at p. 8 (emphasis in original).
In countering the Rule 12(c) motion, IFG alleges that"the City assessed all ratepayers a 5%
adder to rates for purposes of implementing a general fund transfer," and that "[s]eparate and
apart from the existence of a contract, any transfer to the general fund is, and was, unlawful."
Response in Opposition to Defendant's Motion to Dismiss Count VII, and Motion for Judgment
on the Pleadings on Counts IV and VI or, Alternatively, to Stay and Compel Arbitration of'Such
Claims, at p. 9. In support of this argument, IFG cites to I.C. § 50-1028' and Hill-Vu Mobile
Home Park v. City of Pocatello, 162 Idaho 588, 402 P.3d 1041(2017). Id. at pp. 8-9.
s Idaho Code§50-1028 provides:
Any city acquiring, constructing, reconstructing, improving, bettering or extending any works pursuant to
this act, shall manage such works in the most efficient manner consistent with sound economy and public
advantage,to the end that the services of such works shall be furnished at the lowest possible cost. No city
shall operate any works primarily as a source of revenue to the city,but shall operate all such works for the
use and benefit of those served by such works and for the promotion of the welfare and for the
improvement of the health,safety,comfort and convenience of the inhabitants of the city.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 14

2. Discussion
(a) Unjust Enrichment Count IV
In Thomas v. Thomas, 150 Idaho 636, 249 P.3d 829 (2011), the Idaho Supreme Court
stated:
Recovery cannot be had for unjust enrichment where there is an
express contract covering the same subject matter. Blaser v. Cameron, 121
Idaho 1012, 1017, 829 P.2d 1361, 1366 (Ct.App.1991). "The reason for this rule
presently is that the remedies for breach of an express contract, whether by
law or by express agreement, afford adequate relief." Triangle Min. Co., Inc.
v. Stauffer Chem. Co., 753 F.2d 734, 742 (9th Cir.1985). However, an express
contract cannot provide adequate relief when it is not enforceable. Thus, this
Court has stated that "only when the express agreement is found to be
enforceable is a court precluded from applying the equitable doctrine of
unjust enrichment in contravention of the express contract." Wolford v.
Tankersley, 107 Idaho 1062, 1064, 695 P.2d 1201, 1203 (1984) (emphasis added);
see also Bates v. Seldin, 146 Idaho 772, 776-77, 203 P.3d 702, 706-07 (2009).
Id. at 643, 249 P.3d at 836 (emphasis in italics in original) (emphasis in bold supplied).
In ADA County Highway District v. Rhythm Engineering, LLC, unpublished, 2016 WL
4582045 (D. Idaho 2016), the U.S. District Court applied the rule in Thomas, as follows:
The doctrine of unjust enrichment, however, does not apply in
circumstances where there is an enforceable express contract between the
parties covering the same subject matter. Wilhelm v. Johnston, 30 P.3d 300,
307 (Idaho. Ct. App. 2001) (finding that the existence of an enforceable
promissory note and deed of trust precluded the application of unjust enrichment).
"The reason for this rule presently is that the remedies for breach of an
express contract, whether by law or by express agreement, afford adequate
relief." Triangle Min. Co., Inc. v. Stauffer Chem. Co., 753 F.2d 734, 742 (9th Cir.
1985); Thomas v. Thomas, 249 P.3d 829, 836 (Idaho 2011).
"However, an express contract cannot provide adequate relief when it is
not enforceable." Thomas, 249 P.3d at 836. "[O]nly when the express agreement
is found to be enforceable is a court precluded from applying the doctrine of
unjust enrichment in contravention of the express contract." Wolford v.
Tankersley, 695 P.2d 1201, 1203 (Idaho 1984); see also United States v. Berkley
Regional Ins. Co., 1:13-CV-00209-DOC, at Dkt. 136 (D. Idaho March 28, 2016)
("Because a valid, enforceable Subcontract exists that covers the subject matter of
the equitable claims, [plaintiff] is precluded from recovering under its equitable
theories.").
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 15

Rhythm argues in its motion that ACHD "fully admits there exists a
valid enforceable contract between the parties" in its Complaint. ... and
ACHD did not allege in its Complaint that the Purchase Agreement is either
invalid or not enforceable.
Id at *3 (emphasis supplied). The Court continued:
The Court must ... determine whether ACHD's unjust enrichment claim
should be dismissed on the basis that the claim itself is defeated because the claim
itself makes specific reference to the Purchase Agreement.
Review of the Complaint reveals that ACHD included language
incorporating "all of the other paragraphs of this Complaint as if set forth in
full herein," which include the allegation of an express contract in paragraph
3 and in Count L Compl., at ¶¶ 3. 27, 50 (Dkt. I at 2, 8, 12). In addition, in the
Complaint under the claim for unjust enrichment, ACHD makes specific
reference to the Purchase Agreement it entered into with Rhythm. The
allegations of the existence of a Purchase Agreement between ACHD and
Rhythm are inconsistent with the claim for unjust enrichment. Accordingly,
the Court will grant Rhythm's motion to dismiss the unjust enrichment
claim,9 but will grant also ACHD leave to amend its Complaint.
Id at *4 (footnotes omitted) (emphasis supplied).
The City's Rule 12(c) motion relates only to claims predicated on pre-2023 conduct that
took place during the term of the parties' ESA. Looking only at the pleadings in this case, i.e.,
1FG's Amended Complaint and the City's Answer and Affirmative Defenses, it is undisputed
that the parties were under an ESA from July of 2011 through December 31, 2022. Amended
Complaint, at¶¶ 10, 12; Defendant's Answer and Affirmative Defenses, at¶¶ 9, 11. It is also not
in dispute that IFG paid the rates charged for electric service under the terms of the ESA for the
duration of that contract. Lastly, IFG has not alleged in its Amended Complaint that the ESA,
which governed the parties' relationship for more than 12 years, was not enforceable. As such,
with there being no dispute as to the existence of an enforceable contract between IFG and the
City prior to 2023, which covered the subject matter of electric rates, the question of whether
IFG can assert an unjust enrichment claim predicated on pre-2023 conduct is one of law. E.g.,
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 16

Trimble v. Engelking, 130 Idaho 300, 302, 939 P.2d 1379. 1381 (1997) ("[W]here the record
reveals no issues of disputed fact, the question is one of law.").
In this case, just as in ADA County Highway District, supra, IFG has included in its
unjust enrichment claim language "incorporat[ing] and re-alleging] paragraphs 1-45" of the
Amended Complaint. Amended Complaint, at T 46. "Paragraphs 1-45" of the Amended
Complaint include IFG's allegations, in paragraphs 10 and 12, of an express contract, i.e., the
ESA. Because the ESA covers the same subject matter of electric rates as the unjust enrichment
claim, IFG's allegations of the existence of an ESA between the parties from July of 2011 until
December 31, 2022, are inconsistent with its unjust enrichment claim as it relates to any conduct
by the City involving electric rates paid by IFG prior to 2023, during the term of the ESA.10
Accordingly, the City's motion for judgment on the pleadings as to IFG's unjust
enrichment claim in Count IV, to the extent it is predicated on pre-2023 conduct, is granted.
Count IV is therefore dismissed with prejudice, to the extent predicated on pre-2023 conduct.
(b) Breach of Municipal Authority/Unconstitutional Taking—Count VI
The undisputed existence of the ESA prior to 2023 similarly precludes IFG's claim for
breach of municipal authority/unconstitutional taking in Count VI of the Amended Complaint.
Article 1, § 14 of the Idaho Constitution provides that "[p]rivate property may be taken
for public use, but not until a just compensation, to be ascertained in the manner prescribed by
law, shall be paid therefor." ID. Const. art. I, § 14. The City is correct that governmental action
can only be a taking if it occurs without the consent of the owner. E.g.. Bradshaw v. Milner Low
Lift Irr. Dist., 85 Idaho 528, 548, 381 P.2d 440, 451 (1963) ("Moreover, the imposition of such
The motion to dismiss in this case was brought under Federal Rule of Civil Procedure 12(b)(6). Id. at*2.
10 Accepting as true IFG's allegation that "[u]nder the ESA, a portion of IFG's rates were paid to cover a roughly
5% general fund transfer fee," Amended Complaint, at ¶ 11, does not alter this analysis, as this allegation is not
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 17

additional costs and burdens upon the owners of the old lands, without their consent. would be
an invasion of their constitutionally protected property rights. Const. Art. 1. §§ 13 and 14."
(Emphasis supplied)); U.S. v. 0.95 Acres of Land. 994 F.2d 696, 698 (9" Cir. 1993) ("Eminent
domain is the power of the sovereign to take private property for public use without the owner's
consent. The power of eminent domain is an attribute of sovereignty. limited by the just
compensation clause of the Fifth Amendment." (Emphasis supplied)).
In this case, it is undisputed that IFG voluntarily entered into an ESA with the City for
electric service. and that IFG paid the electric rates charged under the terms of the ESA for the
duration of that contract. There being no dispute as to IFG voluntarily paying the electric rates
charged under the terms of, and for the duration of the ESA, the question of whether IFG can
assert a breach of municipal authority/unconstitutional taking claim predicated on pre-2023
conduct is one of law. E.g., Trimble v. Engelking, 130 at 302, 939 P.2d at 1381 ("[W]here the
record reveals no issues of disputed fact, the question is one of law.").
Based on the foregoing undisputed facts and the law, this Court finds as a matter of law
that IFG's voluntary payment of the electric rates charged by the City under the terms of, and for
the duration of the ESA (i.e., from July of 2011 through December 31, 2022), is inconsistent
with the lack of consent needed to support its claim of an unconstitutional taking.'�
Accordingly, the City's motion for judgment on the pleadings as to IFG's claim for
breach of municipal authority/unconstitutional taking in Count VI, to the extent it is predicated
on pre-2023 conduct, is granted. Count VI is therefore dismissed with prejudice, to the extent
predicated on pre-2023 conduct.
material to, and does not alter the undisputed fact that, prior to 2023, an enforceable contract existed between IFG
and the City.and that contract covers the same subject matter as IFG's unjust enrichment claim.
" Accepting as true IFG's allegation that "[u]nder the ESA, a portion of IFG's rates were paid to cover a roughly
5% general fund transfer fee," Amended Complain!, at ¶ 11. does not alter this analysis, as this allegation is not
MEMORANDUM DECISION AND ORDER re: Motions Heard on Mav 22,2024- 18

C. Defendant's motions for partial summary judgment are granted.
1. Just and Reasonable Rate Violation—Count V (Burden of Proof)
The City has moved for an order confirming that IFG bears the burden of proof on its
claim for just and reasonable rate violation in Count V of the Amended Complaint. The Court
finds a summary judgment motion to be an odd vehicle to address this question. It seems the
City is simply asking the Court for an advisory opinion about how to argue or present their case.
That is, there is no judgment to grant one way or the other on this request. Normally, the Court
would refrain from opining on such a question and leave the parties to argue their respective
positions at trial as they see fit. Nonetheless, IFG joins the fray also, apparently, seeking this
Court's guidance on this issue. Accordingly, as both parties want an answer, and the Court sees
no harm in giving one, the Court will opine on the burden of proof applicable to IFG's rate
challenge.
The City asserts that "[t]he Idaho Supreme Court held long ago that any person
challenging municipal utility rates bears the burden of proof," and cites to Kiefer v. City of Idaho
Falls, 49 Idaho 458, 289 P. 81 (1930). Defendant's Motion.for Partial Summary Judgment, at p.
6. In Kiefer, the Court held that "[r]ates fixed by a municipality for electricity furnished by its
own plant are presumed to be reasonable, and the burden is upon those attacking such rates to
shoi� that such rates are discriminatory or unreasonable." Id. at 464. 289 P. at 83 (emphasis
supplied).
In response, IFG claims that Kiefer is factually distinguishable because "the City does not
provide electricity furnished exclusively by its own plant. Rather, the City provides electric
service via utility plant and power that it purchases from BPA." Response in Opposition to
material to, and does not alter the undisputed fact that, prior to 2023, a contract(ESA)existed between IFG and the
City, and IFG voluntarily paid the electric rates charged under the terms of the ESA for the duration of that contract.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024- 19

Defendant's lWotions for Partial Sumniari,.hidgment, at p. 5. IFG further contends that "Kiefer
is also distinguishable on legal grounds because it arose under a different statutory construct. The
Court in Kiefer was interpreting a provision applicable from the 1927 session laws of Idaho, not
I.C. § 50-325, which was first enacted in 1967 and applies today." !d.
It is well-settled that "ItIhc question of where a burden of proof lies is a question of
law." U.S. Bank Nat. Assn N.D. i,. C'itiMortgage, Inc., 157 Idaho 446. 452, 337 P.3d 605. 611
(2014) (citation omitted) (emphasis supplied). As for who bears the burden of proving a just and
reasonable rate violation. this Court finds the law to be clear: The burden lies, as was held in
Kiefer, "upon those attacking such rates to show that such rates are discriminatory or
unreasonable."12 IFG, as the party attacking the rates, thus,bears the burden of proof.
IFG has presented no legal authority to support its argument that Kiefer only applies to
electric suppliers who furnish electricity exclusively from their own plant. Furthermore. IFG's
argument that Kiefer does not apply because "the Court in Kiefer was interpreting a provision
applicable from the 1927 session laws of Idaho, not I.C. § 50-325,"13 is directly contradicted by
the legislative history of the 2001 amendments to the ESSA, in which the Legislature expressly
states that all existing legal precedent, including Kiefer, is applicable to I.C. § 50-325,to-wit:
SECTION 2. LEGISLATIVE INTENT. The provision of a safe and reliable
supply of electricity in a manner that prohibits the "pirating" of consumers and
discourages duplication of facilities is essential to the well-being of Idaho's
citizens and its economy. It was for these and other reasons that the legislature
passed the Electric Supplier Stabilization Act in 1970. The legislature has been
advised of federal antitrust litigation alleging that conformance with the
provisions of this act does not confer federal antitrust immunity upon parties in
compliance with the act. The legislature finds that a negative judicial ruling would
have the effect of repealing applicable provisions of the act, undercutting the
purposes for which this act was enacted.
It is and has been the intention of the legislature to confer antitrust
immunity upon parties acting in compliance with the act under what is known as
49 Idaho at 464,289 P.at 83.
" Response in Opposition to Defendant's Motions for Partial Summon-Judgment,at p. 5.
MEMORANDUM DECISION AND ORDER re: Motions Heard on Nla% 22.2024-20

the state action doctrine. While the legislature believes that compliance with the
existing provisions of this act confers such immunity, it has determined to amend
the act to more fully address this issue. The legislature therefore finds that it is in
the public interest to enact the following amendments.
It is the intent of the legislature in enacting Sections 14 and 15 of this
act that relevant court precedent in existence on the effective date of this act
be applicable in the interpretation of Sections 30-3-14 and 50-325, Idaho
Code. Such court precedent shall include, but not be limited to, Kiefer v. City
of Idaho Falls, 49 Idaho 458 (1930).
2001 Idaho Laws Ch. 29 (H.B. 142) (emphasis supplied).
For these reasons, this Court concludes as a matter of law that IFG — the party attacking
the electric rates in this action — bears the burden of proof to establish its claim of a just and
reasonable rate violation in Count V of the Amended Complaint.
2. Unjust Enrichment—Count IV
Just and Reasonable Rate Violation—Count V
The City has moved for an order entering partial summary judgment and dismissing with
prejudice IFG's unjust enrichment and just and reasonable rate violation claims in Counts 1V and
V to the extent IFG is seeking a refund of amounts paid to the City. Specifically, the City argues:
The Idaho Tort Claims Act ("ITCA"), I.C. §§ 6-901 et seq., authorizes parties to
assert various claims against a governmental entity. See, e.g., I.C. § 50-219 ("All
claims for damages against a city must be filed as prescribed by chapter 9, title 6,
Idaho Code."); I.C. § 6-903 ("Except as otherwise provided in this act, every
governmental entity is subject to liability for money damages arising out of its
negligent or otherwise wrongful acts or omissions . . . ."). But the ITCA also
imposes important limitations on such claims. ... The ITCA expressly precludes
claims arising from governmental entities' assessment or collection of fees.
A governmental entity and its employees while acting N\ithin the course and
scope of their employment and without malice or criminal intent and
without reckless, willful and wanton conduct as defined in section 6-904C,
Idaho Code, shall not be liable for any claim which:
1. Arises out of the assessment or collection of any tax or fee.
I.C. § 6-904A.
MEMORANDUM DECISION AND ORDER re: Motions Heard on :MaN 22.2024-21

The City's assessment of rates for electric service and its collection of the
same are immunized under this ITCA provision. "[A] fee is a charge for a direct
public service rendered to the particular consumer . . . ." Hill-Vu Mobile Home
Park, 162 Idaho at 593 (citing Brewster, 115 Idaho at 505). Municipalities
provide and charge for electric service based on users' consumption of electricity.
Brewster, 115 Idaho at 505; Klaus Decl. ¶ 4. Electric rates are charged for a
direct public service rendered to a particular customer and are therefore a "fee"
under the ITCA. Brewster, 115 Idaho at 505. As such, IFG cannot assert a claim
for money damages against the City arising from the City's assessment and
collection of fees for providing electric service.
Defendant's Motions for Partial Summary Judgment, at pp. 8-9 (footnote omitted).
In response, IFG makes several alternative arguments. First, IFG argues that the ITCA
and its exceptions (including I.C. § 6-904A) do not apply in this case because IFG's claims are
not tort claims. This argument lacks merit. The "[Idaho Supreme] Court has construed I.C. §
50-219 to require a claimant to file notice of all claims for damages against a government entity,
tort or otherwise, as directed by the ITCA." Magnuson Properties Partnership v. City of Coeur
D'Alene, 138 Idaho 166, 170, 59 P.3d 971, 975 (2002) (emphasis supplied). Thus, this Court can
and does conclude as a matter of law that the ITCA does apply to IFG's unjust enrichment and
just and reasonable rate violation claims in Counts IV and V of the Amended Complaint.
Second, IFG contends that the City's electric rates are not"fees" such that they would fall
under the exception to governmental liability in I.C. § 6-904A. Specifically, IFG argues:
The ITCA does not define "tax" or"fee." "In a general sense a fee is a charge for
a direct public service rendered to the particular consumer, while a tax is a forced
contribution by the public at large to meet public needs." Brewster v. City of
Pocatello, 115 Idaho 502, 505, 768 P.2d 765, 768 (1988) (emphasis added). The
City relies solely on this general statement from Brewster to argue that because
electric rates are charged for a direct public service rendered to a customer, the
rates are fees under the ITCA. (Def's Mot. for Summ. J. at 9.) ...
Response in Opposition to Defendant's Motions for Partial Summary.Judgment, at p. 9.
In defining the terms "tax" and "fee," the Idaho Supreme Court in Brewster v. City of
Pocatello, 115 Idaho 502, 768 P.2d 765 (1988), explained:
MEMORANDUM DECISION AND ORDER re: Motions Heard on Mav 22,2024-22

We agree with appellants that municipalities at times provide sewer,
water and electrical services to its residents. However, those services, in one
way or another, are based on user's consumption of the particular
commodity, as are fees imposed for public services such as the recording of wills
or filing legal actions. In a general sense a fee is a charge for a direct public
service rendered to the particular consumer, while a tax is a forced
contribution by the public at large to meet public needs.
Id. at 505. 768 P.2d at 768 (emphasis supplied).
While IFG takes issue with the City's reliance on the definition of the terms "tax" and
"fee" in Brewster, it does not provide any legal authority to support its implication that those
definitions in Brewster do not apply in this case.
Meanwhile, it is undisputed that the City owns and operates an electric system, from
which it generates, transmits, and distributes electric energy to over 2,400 customers, and that
IFG is such a customer and receives electric service at its Moyie Springs Mill facility. IFG does
not dispute that the electric rates its pays to the City are direct public service fees that are based
on the consumption of electricity at its facility. Rather, IFG speculates that the increase in rates
in 2023 over 2022 rates indicate that the rates IFG is being charged go beyond the direct public
(electric) service provided by the City to IFG as a particular customer. Specifically, IFG asserts:
Perhaps more concerning is that the rates charged by the City during the year
2023 go well beyond the direct public service provided by the City to IFG as a
particular customer, are in excess of the City's alleged 5% increase (and in fact
reflect an average increase of roughly 27% over annual electric billings from
2022), and may be unjustly biased against IFG. (See Crowley Decl. fix. A.) In
fact. IFG is continuing to obtain discovery and has retained expert consultants to
question whether the amount of the City's distribution plant allocated to IFG
under the COSA is in fact reasonably based. (Amend. Compl. at¶23.)
Response in Opposition to Defendanl's Mnlions .fvr Parlial Summary Judgment, at p. 10.
However, IFG's concerns that the rates it is being charged are too high and "may be unjustly
biased." id., are mere conclusory assertions that do not create a genuine issue of material fact.
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22, 2024-23

This Court, based upon the undisputed facts, and after construing the record in the light
most favorable to IFG, drawing all reasonable inferences in IFG,s favor, finds that there is no
genuine dispute as to any material fact concerning the City's electric rates being "fees" charged
for a direct public service (i.e., electric service) rendered to the particular consumer. As such,
this Court concludes as a matter of law that the City is immune from liability under I.C. § 6-
904A of the Idaho Tort Claims Act for any refunds for amounts paid by IFG to the City.
Significantly, IFG still has a statutory remedy under I.C. § 50-325 for its claim for just
and reasonable rate violation in Count V.Amended Complaint, at § 52. Section 50-325 provides:
(1) Cities shall have authority: to acquire, own, maintain and operate electric
power plants. purchase electric power, and provide for distribution to the residents
of the city, and to sell excess power subject to the provisions of section 50-327,
Idaho Code.
(2) Any consumer of a municipal electric system may apply to the district court of
the county where the consumer's service entrance is located for a determination
that the municipality's charges for electric service to that consumer are fair, just
and reasonable and are not discriminatory or preferential. In the event that the
court determines that the rate is not fair, just and reasonable or is
discriminatory or preferential, the court shall remand the matter to the
municipality to alter or amend such rate in conformance with the
determination of the court.
I.C. § 50-325 (emphasis supplied). Section 50-325 sets forth the specific relief for a rate violation
(i.e., an action in district court, followed by remand to the municipality for amendment of any
rates found to be "not fair,just and reasonable," id.). Due to this positive enactment of specific
relief,it is impermissible for this Court to construe into the statute a remedy of a rate refund.14
14 E.g., Davis v. Idaho Dept. of Health and Welfare, 130 Idaho 469,943 P.2d 59(Ct. App. 1997), provides:
It is well understood that equitable principles cannot supersede the positive enactments of the
legislature. Glover v. Glover, 172 Ga.App. 278, 322 S.E.2d 755, 757 (1984). See also Weiner v.
American Petrofina Marketing, Inc., 482 So.2d 1362, 1364 (F1a.1986) (stating that general principles
of law and equity will not prevail when in conflict with provisions of the Uniform Commercial Code);
In the A9atter of Quinlan, 137 N.J.Super. 227, 348 A.2d 801, 816, 820 (1975) (stating that "When
positive statutory law exists, an equity court cannot supersede or abrogate it."), Lincoln Highiva}?
Real4,, Inc. v. State, 128 N.J.Super. 35, 318 A.2d 795, 799(1974)(holding that"Courts of equity may
no more disregard statutory and constitutional requirements and provisions than can courts of law.
MEMORANDUM DECISION AND ORDER re. Motions Heard on May 22,2024-24

For all of these reasons, the City's motion for Partial summary judgment dismissing with
prejudice IFG"s claims for unjust enrichment and just and reasonable rate violation in Counts IV
and Count V, to the extent IFG is seeking refunds of amounts paid to the City, is granted.
3. Breach of Municipal Authority/Unconstitutional Taking(CountVI)
The City has moved for an order entering partial summary judgment and dismissing with
prejudice IFG's claim for breach of municipal authority/unconstitutional taking in Count V1.
In response to this motion, IFG's argues:
Under the ESA, and from at least 2018 until December 31. 2022. the City charged
IFG rates that included a 5% transfer to the general fund. See Bonners Ferry 2021
COSA, Operating Revenue and Expenditure Forecast. This transfer violated Idaho
law because it was a means for the City to generate a profit on its electric system
operations. Beginning in 2023. the general fund transfer does not appear on the
COSA. (See Moratzka Decl. Ex. A.) However, IFG and its rate experts are
currently evaluating the COSA and underlying rate support, including but not
limited to analyzing if the City recalibrated its COSA to build the 5% general
fund transfer broadly into its customers' rates.
Resl)onse in Opposition to Defendant's Motionsfi)r Partial Summary Judgment, at p. 11.
The City's argument is that ,[t]he City general fund ledger confirms that it did not
transfer 5% of electric revenues to the general fund in FY 2023. (Klaus Decl. ¶ 3.) The City has
not made any such transfers in FY 2024, nor does it have any plans to do so in the future. (1d)
1FG's claim must therefore be dismissed." Defendant's Molions.for Partial Summary.ludgment,
at p. 11. The City further points out that "IFG concedes that the COSA has a specific line item
They are bound by positive provisions of a statute...."). Accordingly, we need not consider equitable
arguments when a statute clearly and unambiguously dictates a particular result.
Id. at 472,943 P.2d at 62. Similarly,Spencer v. Jameson, 147 Idaho 497,211 P.3d 106(2009),provides:
"Where a statute provides an adequate remedy of law, equitable remedies generally are not available."
27A Am.Jur.2d Equity § 213 (2008). "It is well understood that equitable principles cannot supersede
the positive enactments of the legislature." Davis v. Idaho Dept. of Health & Welfare, 130 Idaho 469,
471, 943 P.2d 59, 61 (Ct.App.1997). Because I.C. § 45-1502, et seq. applies and dictates the
requirements for relief in this case,the Court will not allow equity to interfere.
Id. at 507.21 1 P.3d at 116.
MEMORANDUM DECISION AND ORDER re: Motions Heard on Mav 22,2024-25

for transfers to the general fund and that the model assumes no such transfers would occur in
2023 or thereafter. (Epley Decl. Ex. A) (Answer to Interrogatory No. 2) (noting that 2023 is the
``year in which the general fund transfer is assumed to move from 5%to 0%)." Id. at p. 11 n. 9.
The City has also filed a declaration from Mike Klaus, a city engineer/administrator
familiar with the electric department and its operations. In his declaration, Mr. Klaus attests that:
As part of the discovery process, the City produced a copy of its general fund
ledger for fiscal year 2023 ("FY 2023"). Attached hereto as Exhibit A is a true
and correct copy of this ledger. This ledger would show transfers from the electric
fund to the general fund. I have reviewed this ledger and it confirms my
understanding that the City did not transfer 5% of the electric department's
revenue to the general fund in FY 2023, as IFG alleges. Nor has the City
made any such transfers in FY 2024. The City has no plans to make any
such transfers in the future.
Declaration of Mike Klaus in Support of Defendant's Motions for Partial Summary Judgment, at
13 (footnote omitted) (emphasis supplied).
A review of the record shows that IFG has indeed conceded that a 5% general fund
transfer did not occur in 2023 or beyond. Response in Opposition to Defendant's Motions for
Partial Summary.Judgment, at p. 11 ("Beginning in 2023, the general fund transfer does not
appear on the COSA. (See Moratzka Decl. Ex. A)" (emphasis supplied); Declaration of
Andrew Moratzka in Support of Opposition to Motions for Partial Summary Judgment, at Ex. A,
Bonners Ferry Electric Utility Cost of Service Analysis (showing no transfer to the general
fund); Declaration of'Brian S. Epley in Support of Defendant's Motions for Partial Summary
Judgment, at Ex. A, Plaintiffs Answers and Objections to Defendant's First Set of
Interrogatories, Answer to Interrogatory No. 2 ("... 2023 (the year in which the general fund
transfer is assumed to move from -5% to 0`io ...") (emphasis supplied).
MEMORANDUM DECISION AND ORDER re: Motions Heard on May 22,2024-26

Based on this record. this Court finds that it is undisputed that the City did not transfer
revenue from the electric fund to the general fund in 2023 or 2024. The mere assertion by 1FG
that it is "analyzing if the City recalibrated its COSA to build the 5% general fund transfer
broadly into its customers' rates."j5 is not sufficient create a genuine issue of material fact.
Accordingly, after construing the record in the light most favorable to IFG. drawing all
reasonable inferences in IFG's favor, this Court finds that there is no genuine dispute as to any
material fact concerning the lack of a revenue transfer to the general fund in 2023 or 2024; and
therefore, the City's motion for partial summary judgment dismissing IFG's claim for breach of
municipal authority/unconstitutional taking in Count VI is granted."
D. Plaintiffs Rule 56(d) motion to defer motions for partial summary judgment and
allow discovery is denied.
This Court, having granted the City's motions for all the reasons herein stated, hereby
denies IFG's Rule 56(d) motion.
V. CONCLUSION AND ORDER
NOW, THEREFORE, based on the foregoing, IT IS HEREBY ORDERED THAT:
1. Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and I.R.C.P. 12(c) Motion
for Judgment on the Pleadings on Counts IV and VI is GRANTED. Accordingly,
a. IFG's claim for declaratory relief in Count VII is dismissed with prejudice;
b. IFG's claim for unjust enrichment in Count IV, to the extent predicated on pre-2023
conduct, is dismissed with prejudice; and
''Response in Opposition to Defendant's Xfwions.lbr Partial Summary Judgment,at p. 11.
In Bradbury v. 011, o*Lewiston, 172 Idaho 393. 533 P.3d 606 (2023), the Idaho Supreme Court held that
"unconstitutional fees may be refunded as a matter of equity:" 533 P.3d at 627. However, because IFG's
unconstitutional taking claim fails as a matter of law,no further constitutional analysis is required.
MEMORANDUM DECISION AND ORDER re: Motions Heard on Mai, 22,2024-27

c. IFG's claim for breach of municipal authority/unconstitutional taking in Count VI, to
the extent predicated on pre-2023 conduct, is dismissed with prejudice.
2. Defendant's Motions for Partial Summary.Judgment are GRANTED. Accordingly.
a. This Court hereby declares that IFG bears the burden of proof to establish its claim of
a just and reasonable rate violation in Count V;
b. IFG's claims for unjust enrichment and just and reasonable rate violation in Counts
1V and Count V, to the extent IFG is seeking refunds of amounts paid to the City, are
dismissed with prejudice;
c. IFG's claim for breach of municipal authority/unconstitutional taking in Count VI is
dismissed with prejudice.
3. Plaintiffs Rule 56(d) Motion to Defer Defendant's Motions for Partial Summary
Judgment and Allow Discovery is DENIED.
IT IS SO ORDERED.
A-
DATED this'r day of Augu 024.
amo _ reez
V District Judge
MEMORANDUM DECISION AND ORDER re: Motions Heard on Mai 22,2024-28

CERTIFICATE OF SERVICE
I herebv certify that a true and correct copy of the foregoing was served by electronic mail
On August 14, 2024 to:
Attorneys for Defendant
Andrakay Pluid
a�luid(a'),bonnerslerrv.id.
Richard G. Lorenz.pro hac vice
rlorenz c cablehuston.com
Brian S. Epley,pro hac vice
bepley(m'.cablehuston.com
Tyler R. Whitney
twhitnev(a—?cablehuston.com
Attorneys for Plaintiff
Andrew P. Moratzka,pro hac vice
andrew.moratzkaLa?stoel.com
Nicole C. Hancock
nicole.hancock(u-stoel.com
Jennifer S. Palmer
iennypalmerLir stoel.com
Deputy Clerk
MEMORANDUM DECISION AND ORDER re: Motions Heard on MaN 22, 2024-29

w
Exhibit C

Electronically Filed
3/20/2024 4:34 PM
First Judicial District, Boundary County
Glenda Poston,Clerk of the Court
By:Teri Navarro,Deputy Clerk
Andrakay Pluid, ISB No. 9127
[e-mail]
Office of the City Attorney
for the City of Bonners Ferry
P.O. Box 149
Bonners Ferry, ID 83805
[phone]
Richard G. Lorenz, OSB No. 003086,pro hac vice
[e-mail]
Brian S. Epley, OSB No. 204790,pro hac vice
[e-mail]
Tyler R. Whitney, ISB No. 9722
[e-mail]
CABLE HUSTON LLP
1455 SW Broadway, Suite 1500
Portland, Oregon 97201
[phone] (Telephone)
[phone] (Facsimile)
Attorneys for Respondent City of Bonners Ferry
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE
STATE OF IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC, Case No. CV11-23-0271
Plaintiff, DEFENDANT'S I.R.C.P. 12(b)(6)
MOTION TO DISMISS COUNT VII,AND
V. LR.C.P. 12(c) MOTION FOR JUDGMENT
ON THE PLEADINGS ON COUNTS IV
CITY OF BONNERS FERRY, AND VI OR,ALTERNATIVELY, TO
STAY AND COMPEL ARBITRATION OF
Defendant. SUCH CLAIMS
Hon. Lamont Berecz
Oral Argument Requested (1 hour)
Page 1 —DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

MOTIONS
Motion No. 1: Defendant City of Bonners Ferry ("Defendant" or"City") moves under
I.R.C.P. 12(b)(6)to dismiss Count VII of Plaintiff Idaho Forest Group, LLC's ("Plaintiff' or
"IFG")Amended Complaint.
Motion No. 2: The City moves under I.R.C.P. 12(c) for judgment on the pleadings as to
Counts IV and VI to the extent Plaintiff is attempting to assert claims predicated on pre-2023
conduct. In the alternative, the City moves to stay and compel arbitration of these claims.
I. INTRODUCTION
The Court should dismiss IFG's new declaratory relief claim seeking a ruling that it can
receive electric service from a provider other than the City. I.C. § 61-332B prohibits electric
utilities from serving a customer that is already being served by another utility. IFG currently
receives electric service from the City. Idaho law therefore prohibits any other utility from
providing electric service to IFG.
The City also seeks judgment on the pleadings based on IFG's newfound position on the
scope of Counts IV and VI. Before filing this case, IFG sought to compel arbitration of its claims
that the City's rates for electric service provided after Janua?Y 1, 2023 were unjust and
unreasonable. The Court concluded that these claims were not subject to arbitration because the
parties' Agreement for Electric Service ("ESA") had expired on December 31, 2023, and the
claims therefore do not pertain to rates charged under the ESA. IFG therefore filed this lawsuit to
challenge the legality of the City's post-ESA rates.
IFG now takes the position that its complaint also challenges rates charged under the ESA
prior to 2023. IFG's purported expansion of its claims fails on the merits and is procedurally
flawed. Any claim that the City unconstitutionally took IFG's property (here, money) in prior
Page 2—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

years would fail as a matter of law. The City charged, and IFG paid, rates based on a mutually
agreed upon methodology set forth in the parties' arms-length contract. No takings claim lies
under these circumstances. Nor could IFG assert an unjust enrichment claim for payments made
to the City in prior years when the parties had an express contract. Even if these claims did not
fail on the merits, IFG would have to bring claims challenging rates charged under the ESA prior
to January 1, 2023 in a separate arbitration proceeding. Thus, Defendant seeks judgment on the
pleadings regarding the portions of Plaintiff's claims purporting to challenge rates prior to 2023
or, alternatively, to stay these claims until IFG asserts them in arbitration.
II. FACTS
From 2011 through December 31, 2022, the City provided electric service to IFG's Moyie
Springs Mill pursuant to the ESA. (See Am. Compl. ¶¶ 10, 12; ESA, Attachment A.)' The ESA
sets forth the mutually agreed upon formula by which the City was required to calculate the rates
paid by IFG for electric service provided by the City. (ESA §§ 2.1, 5.1-5.3.) The ESA mandated
arbitration for any dispute arising from the City's delivery of electric service to IFG during the
contract period. (ESA § 20.)
The City exercised its statutory authority to establish new rates for electric service provided
to IFG beginning January 1, 2023. Dissatisfied with these new rates, IFG moved to compel
arbitration of these post-ESA rates under the ESA's arbitration clause. See Idaho Forest Group
LLC v. City of Bonners Ferry, Case No. CV11-23-0061. The Court rejected IFG's demand for
1 The ESA is attached to this Motion as Attachment A. Because Plaintiff's complaint references the ESA,the Court
may rely on this document on a motion to dismiss. See Taylor v.McNichols, 149 Idaho 826, 833,243 P.3d 642
(2010)(noting that FRCP 12(b)(6)permits courts to consider the complaint in its entirety,including documents
referenced in the complaint,and noting that nothing in this Federal rule is inconsistent with Idaho law);Paslay v.
A&B Irrigation Dist., 162 Idaho 866,872-74,406 P.3d 878(2017)(C.J.,Burdick,concurring); Watson v.Bank of
America,N.A.,Dkt.No.43668,2016 WL 6302538, *2(Id.Ct.App.Oct.27,2016)("a court may,pursuant to an
I.R.C.P. 12(b)(6)motion to dismiss,take judicial notice of documents incorporated into the pleadings by
reference"). Alternatively,the court may treat the motion as one for summary judgment.I.R.C.P. 12(d).
Page 3 —DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

arbitration because its claims pertained only to the City's 2023 rates,which became effective after
the ESA expired. IFG subsequently filed the present lawsuit to challenge the City's 2023 rates.
IFG alleges that the City's 2023 rates are unlawful. It claims that these rates are unjust and
unreasonable in violation of I.C. § 50-325 (Count V), and that it is entitled to a refund to the extent
the rates are deemed unjust(Count IV). IFG also claims that the City's 2023 rates are designed to
generate revenue beyond what is necessary to operate the utility so the City can transfer the extra
revenue to its general fund for non-utility uses in violation of the Idaho Constitution's Takings
Clause(Count VI). It first became apparent during briefing on IFG's recent motion to compel that
IFG now wishes to take a more expansive view of its claims. IFG apparently now contends that
Count IV(unjust enrichment) and Count VI(constitutional taking) also target the City's pre-2023
rates. But the City's pre-2023 rates were governed by the ESA and are subject to its mandatory
arbitration clause. The City therefore moves to dismiss or, in the alternative, force arbitration of
these claims.
IFG's Amended Complaint adds a new claim in which it seeks a declaration that it can
receive electric service from another electric utility (Count VII). IFG needs electric service to
operate its mill. (Am Compl. ¶9.) Its mill currently"receives service from [the City's] system."
(Id. ¶ 8.) IFG apparently now wants to receive electric service from another utility. As explained
below, however, Idaho law forbids any other utility from providing service to IFG.
III. ARGUMENT
A. The Court Should Dismiss Count VII Because IFG is Not Entitled to the
Declaratory Relief It Seeks As a Matter of Law.
1. Legal Standard For I.R.C.P. 12(b)(6) Motion to Dismiss.
Under I.R.C.P. 12(b)(6), a party may seek to dismiss a complaint for"failure to state a
claim upon which relief can be granted." The court applies the same standard of review applied
Page 4—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

in summary judgment proceedings. Losser v. Bradstreet, 145 Idaho 670, 672-73, 183 P.3d 758,
760-61 (2008). The court therefore draws all reasonable inferences from the record and
pleadings in favor of the non-moving party. Bennett v. Bank of Eastern Oregon, 167 Idaho 481,
485, 472 P.3d at 1129 (2020).
2. The Court Should Dismiss IFG's Declaratory Relief Claim.
In Count VII, IFG seeks a declaration that the "City does not have the exclusive right to
provide electric service to IFG's Moyie Springs Mill, and that IFG has the right to seek and
receive electric service from any other entity." (Am. Compl. ¶74.) The court should dismiss
this claim because Idaho law prohibits any other electric utility from supplying power to IFG.
The Idaho Legislature enacted the Electric Supplier Stabilization Act("ES SA"), I.C. §§
61-332 et seq., to "promote harmony among and between electric suppliers . . ., prohibit the
`pirating' of consumers of another electric supplier, discourage duplication of electric facilities,
. . . and stabilize the territories and consumers served with electricity by such electric suppliers."
I.C. § 61-332(2). To further those legislative purposes, Idaho law prohibits electric suppliers
from serving another utility's existing customers:
"No electric supplier shall supply or furnish electric service to any electric service
entrance that is then or had at any time previously been lawfully connected for
electric service to facilities of another electric supplier except as provided in this
act."
I.C. § 61-332B. IFG currently receives electric service from the City. (Am. Compl. ¶ 8.) Idaho
law therefore prohibits any utility other than the City from providing electric service to IFG.
I.C. § 61-332B.
IFG argues that I.C. § 61-332B permits other utilities to provide electric service because
IFG is not"lawfully connected"to the City's electric infrastructure. IFG alleges that the "City
did not receive Idaho Public Utilities Commission [`IPUC'] authorization or approval to become
Page 5 —DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

the exclusive provider of electricity service to the Moyie Springs Mill at any time." (Am.
Compl. ¶71.) But IFG cites no Idaho statute requiring the City to receive IPUC approval before
serving customers like IFG. The plain language of the ESSA does not require the City to obtain
IPUC approval before serving a customer. Indeed, the IPUC does not even have authority over
municipal electric utilities like the one the City operates.2 Thus, the alleged lack of IPUC
approval for the City's provision of electric service to IFG is irrelevant. IFG is an existing City
customer and, as such, "[n]o electric supplier shall supply . . . electric service"to IFG. IFG's
request for a declaration that other utilities may provide it with electric service contravenes Idaho
law and must be rejected.
B. The Court Should Enter Judgment on The Pleadings Or,Alternatively, Stay
Counts IV and VI To the Extent They Assert Claims Based on Pre-2023
Conduct.
1. Legal Standard for Judgment on the Pleadings.
Under I.R.C.P 12(c), a party may move for judgment on the pleadings after the pleadings
are closed,but early enough not to delay trial.3 `By its terms, Rule 12(c)treats such motions
similarly to motions for summary judgment." Union Bank, N.A. v. JVL.L.C., 163 Idaho 306,
311, 413 P.3d 407, 412 (2017). Pursuant to I.R.C.P. 56, "[t]he court must grant summary
judgment if the movant shows that there is no genuine dispute as to any material fact and the
movant is entitled to judgment as a matter of law." I.R.C.P. 56(a). "All doubts are to be
resolved against the moving party, and the motion must be denied if the evidence is such that
conflicting inferences may be drawn therefrom, and if reasonable people might reach different
2 I.C. § 61-101 (Idaho's Public Utilities Law applies to"public utilities");I.C. § 61-129("public utility"includes
"electrical corporation");I.C. § 61-119("electrical corporation"means every"corporation"operating an electric
plant)I.C. §61-104(term"corporation. . .does not include a municipal corporation");Kiefer v. City ofldaho Falls,
49 Idaho 458,289 P. 81,82(1930)("municipally owned utilities are not under the jurisdiction of the Public Utilities
Commission").
3 The City previously filed Rule 12 motions regarding these two claims. The City therefore seeks dismissal through
judgment on the pleadings. I.R.C.P. 12(h)(2)(B).
Page 6—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

conclusions. G&MFarms v. Funklrr. Co., 119 Idaho 514, 516-17, 808 P.2d 851, 853-54
(1991).
2. Plaintiffs Claims Regarding Pre-2023 Rates Do Not State a Viable
Uniust Enrichment Claim in Count IV.
Until now, IFG has argued that its unjust enrichment claim is the mechanism by which it
can recover payments made to the City for electric service after January 1, 2023 if those new
rates are found to be unjust and unreasonable under Count V. IFG now wishes to recast its
unjust enrichment claim to also capture pre-2023 rates charged while the ESA was in effect. But
IFG cannot recover payments made during that time period on an unjust enrichment theory.
Idaho law is clear that, "[r]ecovery cannot be had for unjust enrichment where there is an express
contract covering the same subject matter." Thomas v. Thomas, 150 Idaho 636, 643, 249 P.3d
829 (2011). It is undisputed that the ESA was an express contract governing payments for
electric service prior to 2023. IFG therefore cannot rely on an unjust enrichment theory to claw
back payments made under that contract.
3. Plaintiffs Claims Regarding Pre-2023 Rates Do Not State a Viable
Constitutional Claim in Count VI.
The ESA established mutually agreed electric rates that IFG would pay to receive service.
The parties"reached this Agreement through good faith negotiations,"and"mutually agree[d]"to
the contractual terms. (ESA at 4.) IFG now wants to retroactively modify its contractual
commitment to pay the mutually agreed rate for electric service. It argues that the rates it
negotiated and voluntarily agreed to pay constitute an "unlawful tax enacted without authority
under Idaho law,"and that the City's receipt of those payments are an"unconstitutional taking"of
its property. (Am Compl. at Count VI,¶¶66-68.) IFG cites Hill-Vu Mobile Home Park v. City of
Pocatello, 162 Idaho 588,402 P.3d 1041 (2017), which held that the City of Pocatello's unilateral
addition of a"rate of return"to residents' water and sewer bills (which was later transferred to the
City's general fund) was not an authorized tax or fee, and that the collection of such money from
Page 7—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

residents therefore violated the Takings Clause. Id. 162 Idaho at 591, 593-94. The rates charged
by the City of Pocatello were not set forth in a mutually negotiated and agreeable contract. Unlike
in Hill-Vu,the City did not use its authority to unilaterally impose a charge, methodology, or"rate
of return" on IFG. Instead, the parties conducted arms-length negotiations regarding the specific
methodology for calculating the price to be paid for electric service, which they set forth in the
ESA and subsequent amendments thereto. The City simply invoiced IFG in accordance with the
parties' contractually-agreed upon rate.
The notion that the City unlawfully"took"IFG's property(here, money) merely by
charging contractual rates contradicts well-established takings jurisprudence. The Takings
Clause addresses the "taking of any private property . . . for public use . . . without the consent
of the owner,upon payment of just compensation, according to the method prescribed by law."
11 McQuillin The Law of Municipal Corporations § 32:2 (emphasis added); 26 Am. Jur. 2d
Eminent Domain § 2 ("`eminent domain' is the power of a governmental entity to take private
property for a public use without the owner's consent, conditioned upon the payment of just
compensation") (emphasis added). A takings claim therefore does not lie where the government
receives property pursuant to a contract to which the owner agreed.
"A purchase of property involves a voluntary transfer, whereas taking under the
power of eminent domain is independent of the will of the owner, and is an exercise
of the sovereign power of the state. The elements of consent,the meeting of minds,
the mutuality of intent,and like characteristics essential in contractual relationships,
are lacking in an act of eminent domain, where the will of the sovereign alone is
controlling and decisive."
11 McQuillin The Law of Municipal Corporations § 32:7. IFG voluntarily agreed to pay rates
set forth in the ESA. It cannot turn around and claim that the City forcibly and
unconstitutionally"took"those payments from it.
Page 8 —DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

4. Alternatively, The Court Should Stay and Compel Arbitration of
Counts IV and VI to the Extent They Are Predicated on Pre-2023
Conduct.
It is impossible for IFG to assert claims pertaining to pre-2023 rates in this case. The
ESA governed the parties' delivery, receipt, and payment for electric service from 2011 through
December 31, 2022. (ESA § 2.1; Am. Compl. ¶¶ 10, 12.) That contract mandates arbitration of
any dispute concerning electric service provided while the contract was in effect. (ESA § 20)
("All disputes that arise under this Agreement shall be submitted for arbitration to a mutually
agreeable arbitrator pursuant to the Idaho Uniform Arbitration Act."). IFG now seeks damages
under a theory that the City was unjustly enriched by violating the Takings Clause prior to 2023
by transferring utility revenues to its general fund. Since this claim attacks payments made to
the City under the ESA, this "dispute[] arises under [the ESA]" and can therefore only proceed in
arbitration. IFG's claims in this case can only pertain to rates charged for electric service
provided after January 1, 2023 (i.e., after the ESA expired and the City exercised its statutory
ratemaking authority to set new rates). To the extent Counts IV and VI are not dismissed on the
merits, the Court should compel IFG to pursue such claims in arbitration.
IV. CONCLUSION
For the foregoing reasons, the Court should grant the City's motion under I.R.C.P.
12(b)(6) and dismiss Count VII (declaratory relief). The Court should also grant the City's
motion under I.R.C.P. 12(c) and grant judgment on the pleadings to the extent Counts IV and VI
cover pre-2023 conduct. Alternatively, the Court should stay proceedings related to the pre-2023
rate disputes so they may be arbitrated.
Page 9—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

Dated: March 20, 2024.
s/Brian S. Epley
Tyler R. Whitney, ISB No. 9722
[e-mail]
Richard G. Lorenz, OSB No. 003086,pro hac vice
[e-mail]
Brian S. Epley, OSB No. 204790,pro hac vice
[e-mail]
Cable Huston, LLP
1455 SW Broadway, Suite 1500
Portland, OR 97201
503-224-3092 (Telephone)
Andrakay Pluid, ISB No. 9127
[e-mail]
Office of the City Attorney
for the City of Bonners Ferry
P.O. Box 149
Bonners Ferry, ID 83805
[phone]
Attorneys for Respondent City of Bonners Ferry
Page 10—DEFENDANT'S MOTION TO DISMISS, MOTION FOR JUDGMENT ON THE
PLEADINGS, OR TO STAY AND COMPEL ARBITRATION

AGREEMENT FOR ELECTRIC SERVICE
BETWEEN
IDAHO FOREST GROUP
AND
CITY OF BONNERS FERRY
Table of Contents
Section l: DEFINITIONS...............................................................................................................4
1.1 Defined Ternis..................................................................................................................4
1 1 1 'Agreement' ...........................................................................................................4
1.1.2 'BPA Agreements"............................................................................4
1 1 'BPA" .....................................................................................................................4
1.1.4 "Effective Date..........................................................................................................4
1 1 Facility.. ................................................................................................................4
1.1.6 "Firm Capacity"........................................................................................................ 5
1.1.7 'Firm Energy" ........................................................................................................ 5
1.1.8 'Firm Power" ......................................................................................................... 5
1.1.9 'Fiscal Year" .......................................................................................................... 5
1.1.10 "Metered Demand"................................................................................................... 5
1.1.1 l "Point of Delivery" .5
1.1.12 'Point of Metering ................................................................................................ 5
1.1.13 'Uncontrollable Forces' ..............................................................................I..........
Section 2: Service to be Provided...........................................................................i
2.1 Sale and Purchase of Firm Power.................................................................
2_2 IFG Electric Requirements_..............................................................................................
Attachment A CBF001910
Page 1 of 24

Section 3: Term of Aareement........................................................................................................ 6
Section 4: Scheduling and Meterina Records................................................................................. 6
Section5: Contract Price ................................................................................................................ 6
�.l Monthly Charges and Payments....................................................................................... 6
5.1.1 Monthly Base Charge. .............................................................................................. 6
5.1.2 Firm Capacity Payment............................................................................................. 6
5.1.3 Firm Energy Payment............................................................................................... 6
5.2 Rate Schedule................................................................................................................... 6
5_3 Annual True-up................................................................................................................ 6
Section6: Billing ............................................................................................................................ 7
6_1 Meter Reading and Monthly Invoice ............................................................................... 7
6_2 True-up Invoice or Credit_................................................................................................ 7
6_3 Pavments. ....................................................................................................................... 7
6.4 Late Payments. ............................................................................................................... 7
6.5 Billing Disputes................................................................................................................ 8
6.6 Billing Verification.
6_7 Notice of Rate Adjustments. ........................................................................................ 8
Section 7: Continuity of Service..................................................................................................... 8
7.1 Reasonable Diligence....................................................................................................... 8
7.2 Emergency Interruption................................................................................................... 8
7.3 No Liabilit}. . .................................................................................................................... 8
7.4 Failure of Power Supply
7_5 Insufficient Power Supply:.............................................................................................. 8
Section 8: Defaults and Remedies .................................................................................................. 0
Section 9: Uncontrollable Forces....................................................................................................
AGREEMENT FOR ELECTRIC SERVICE-2
Attachment A CBF001911
Page 2 of 24

Section10: Waiver. ........................................................................................................................ 9
Section11:Notices......................................................................................................................... 9
Section 12: Indemnification.......................................................................................................... I()
Section13: Entire Agreement....................................................................................................... I 1
Section14: Assignability.............................................................................................................. 1 1
Section 15: Approvals: Dedication: :Vuthontv ............................................................................. 1 1
15.1 BPA Agreements_..................................................................................................... 1 1
15.2 No Dedication ............................................................................................................ 1 1
15.3 Municipal Authority .................................................................................................. 1 1
Section16: Amendment................................................................................................................ 11
Section17: Governing Law.......................................................................................................... 12
Section 18: Survival of Term and Conditions............................................................................... 12
Section 19: No Third Party Beneficiary....................................... 2
Section 20: Dispute Resolution..................................................................................................... 12
AGREEMENT FOR ELECTRIC SERVICE-3
Attachment A CBF001912
Page 3 of 24

AGREEMENT FOR ELECTRIC SERVICE
This AGREEMENT FOR ELECTRIC SERVICE (hereinafter"Agreement")is entered into by
and between the CITY OF BONNERS FERRY (hereinafter"Bonners Ferry"),a municipality
organized and existing under the laws of the State of Idaho, and IDAHO FOREST GROUP LLC
(hereinafter"IFG"),a Delaware limited liability company. Bonners Ferry and IFG are referred to
herein each individually as a"Party" and collectively as "Parties."
RECITALS
WHEREAS, Bonners Ferry owns and operates a system which is used to generate,
transmit and distribute electric energy; and
WHEREAS, IFG owns and operates a lumber mill located in Moyie Springs, Idaho
capable of connection to and able to receive service from Bonners Ferry's system; and
WHEREAS, it is the desire of the Parties to enter into this Agreement to provide for the
delivery of electric capacity and energy and other services to IFG; and
WHEREAS,the Parties have reached this Agreement through good faith negotiations;
NOW THEREFORE, the Parties nwtLK111y agree and covenant as follows:
Section 1: DEFINITIONS
1.1 Defined Terms. The following terms, when used in this Agreement with initial
capitalization, whether singular or plural, shall have the meanings specified:
1.1.1 "Agreement" means this agreement between Bonners Ferry and IFG.
1.1.2 "BPA Agreements" means the agreements between Bonners Ferry and
BPA that Bonners Ferry uses for the operation of its system including, but
not limited to: a)the Power Sales Agreement, Contract No. 09-PB-13010;
b)the Network Integration Transmission Service Agreement, Contract No.
01 TX-10411;c) the Energy Conservation Agreement, Contract No. 09ES-
11107; d)the Temporary and Emergency Operations Agreement, Contract
No. 09TX-14475; and e) any amendments, revisions or replacements
thereto.
1.1.3 "BPA" means the Bonneville Power Administration.
1.1.4 "Effective Date" shall mean 0000 hours, Pacific Prevailing Time, on May
1, 2011.
1.1.5 "Facility"means the lumber mill facility owned and operated by IFG and
located in Moyie Springs, Boundary County, ID.
AGREEMENT FOR ELECTRIC SERVICE-4
Attachment A CBF001913
Page 4 of 24

1.1.6 "Firm Capacity" means electric capacity measured in kilo Volt Amperes
(kVA) made available by Bonners Ferry to IFG to facilitate associated
deliveries of Firm Energy to the Facility in accordance with the terms of
this Agreement.
1.1 .7 "Firm Energy" means the energy measured in kilowatt hours(kWh)
associated with Firm Capacity that is delivered by Bonners Ferry to IFG
for the Facility in accordance with the provisions of this Agreement.
1.1.8 "Firm Power"means the Firm Capacity and associated Firm Energy made
available by Bonners Ferry to IFG for the Facility in accordance with the
provisions of this Agreement.
1.1.9 "Fiscal Year"means the period beginning October 1 st each calendar year
and ending on September 30th of the following calendar year.
1.1.10 "Metered Demand" means the maximum fifteen (15) minute kVA demand
incurred by IFG during the month for which the bill is rendered as
recorded by a demand meter at the Point of Metering.
1.1.11 "Point of Delivery"means the Point of Metering.
1.1.12 "Point of Metering" means the point at the primary meter(serial no.
06220579) located adjacent to Roosevelt and Brink Streets, or any meter
that replaces that meter in the future. In the event that the primary meter
(serial no. 06220579) fails or is otherwise not in service and no
replacement meter has been installed, the Point of Metering will be the
back-up meter installed in the Moyie Substation.
1.1.13 "Uncontrollable Force" is defined in Section 9 of this Agreement.
Section 2: Service to be Provided
2.1 Sale and Purchase of Firm Power. Subject to the terms and conditions of this
Agreement, Bonners Ferry will sell and deliver at the Point of Delivery and IFG will purchase
and receive at the Point of Delivery Firm Power in an amount sufficient to meet the Facility's
electric requirements. This Agreement governs only IFG's electric requirements supplied for the
Facility at primary distribution voltage at the Point of Metering and does not include any of
IFG's other electric requirements for which IFG may receive service from Bonners Ferry at other
meters or points of delivery.
2.2 IFG Electric Reguirements. As long as IFG is not in default of this Agreement,
and subject to the limitations of Section 9 of this Agreement, Bonners Ferry will supply Firm
Power for the electric requirements of the Facility pursuant to this Agreement, but in no event
shall Bonners Ferry be required to supply more than IFG's electric requirements of the Facility.
AGREEMENT FOR ELECTRIC SERVICE-5
Attachment A CBF001914
Page 5 of 24

Section 3: Term of Agreement
This Agreement shall commence on the Effective Date and shall terminate at 2400 hours,
Pacific Prevailing Time, on September 30, 2015.
Section 4: Scheduling and Metering Records
All deliveries of Firm Capacity and associated Firm Energy shall be deemed to be made
during the hours and in the amounts as metered at the Point of Metering.
Section 5: Contract Price
5.1 Monthly Charges and Payments. IFG shall pay Bonners Ferry for all Firm Power
under this Agreement per the following:
5.1.1 Monthly Base Charge: A payment following each month during the term
of this Agreement equal to the Monthly Base Charge as specified in
Schedule A. The Monthly Base Charge shall escalate as set forth in
Schedule A.
5.1.2 Firm Capacity Payment: A payment following each month during the term
of this Agreement equal to the Metered Demand (stated in kVA)
multiplied by the Firm Capacity Rate specified in Schedule A.
5.1.3 Firm Energy Payment: A payment following each month during the term
of this Agreement equal to the Firm Energy delivered and metered at the
Point of Metering during such month (stated in kWh)multiplied by the
Firm Energy Rate specified in Schedule A. The Firm Energy Rate shall
escalate as set forth in Schedule A. In addition to the escalation provisions
for the Firm Energy Rate in Schedule A, the Parties may, by mutual
agreement, establish a new Finn Energy Rate once after Fiscal Year 2013
to reflect Bonners Ferry's actual power supply costs as defined in
Schedule B to this Agreement. Any new Firm Energy Rate so established
shall escalate in a similar manner as the original Firm Energy Rate set
forth in Schedule A and as agreed to by the Parties when establishing the
new Firm Energy Rate.
5.2 Rate Schedule. Schedule A to this Agreement is hereby incorporated into this
Agreement by reference and the rates set forth in Schedule A shall be adjusted only upon the
conditions set forth in Schedule A and other provisions of this Agreement.
5.3 Annual True-up. The Firm Energy Payment IFG pays to Bonners Ferry for Firm
Power each Fiscal Year will be trued-up in the January following that Fiscal Year, beginning in
January 2013 for Fiscal Year 2012. The process and calculation for determining the true-up
amount is specified in Schedule B to this Agreement, which is hereby incorporated into this
Agreement by reference. No true-up will be applied for the initial partial Fiscal Year service
beginning May 1, 2011 and ending on September 30, 2011.
AGREEMENT FOR ELECTRIC SERVICE-6
Attachment A CBF001915
Page 6 of 24

Section 6: Billing
6.1 Meter Reading and Monthly Invoice. Bonners Ferry shall read the IFG billing
meter at the Point of Metering as soon as practicable after 0000 hours, Pacific Prevailing Time,
on the first day of each calendar month, provided that if the first calendar day of a month is a
weekend or holiday, then the meter may be read on the next business day. Bonners Ferry shall
calculate the applicable Monthly Base Charge, Firm Capacity Payment and Firm Energy
Payment and shall submit an invoice to IFG each month for all charges and payments pursuant to
this Agreement for the preceding month. Any invoice shall be submitted to:
Idaho Forest Group LLC
P.O. Box 108
Moyie Springs, ID 83845
Attn: Plant Manager
6.2 True-up Invoice or Credit. Consistent with Section 5.3 and Schedule B, Bonners
Ferry shall separately calculate the true-up amount to determine a credit to or payment from IFG.
Thirty (30)days prior to the creation of a true-up invoice or credit Bonners Ferry shall provide to
IFG written notice of the proposed true-up including calculations and documentation in sufficient
detail to enable verification of the proposed true-up. Any amount due by IFG to Bonners Ferry
as a result of the true-up calculation shall be separately invoiced to IFG and paid by IFG in the
manner and within the time provided in Section 6.3. Any credit amount due from Bonners Ferry
to IFG as a result of the true-up calculation shall appear on the next monthly invoice sent to IFG
pursuant to Section 6.1.
6.3 Payments. Payments for all services provided hereunder shall be made to Bonners
Ferry at the address stated below within twenty (20) days of receipt of such invoice.
City of Bonners Ferry
Electric Department
7232 Main Street
P.O. Box 149
Bonners Ferry, ID 83805
Attn: City Clerk
6.4 Late Payments. Any payments not received within twenty(20)days of the date of
receipt of the invoice shall be considered overdue. Interest shall accrue on any overdue amounts
at a rate equal to one percent (I %) per month. If any payment is more than ten (10) days
overdue, in addition to other legal remedies that would otherwise be available to Bonners Ferry,
Bonners Ferry may elect to suspend the provision of services under this Agreement until the
overdue payment, together with accrued interest, is paid. In such event, Bonners Ferry may elect
to continue electrical service to the Facility pursuant to Bonners Ferry's rate schedules for
industrial customers and customer service policies in effect at that time and as may be changed
AGREEMENT FOR ELECTRIC SERVICE-7
Attachment A CBF001916
Page 7 of 24

from time to time by the Bonners Ferry's City Council. The provisions of this Section 6.4 apply
to all payments IFG is required to make pursuant to this Agreement.
6.5 Billing Disputes. In the event that any portion of an invoice is in dispute, the
disputed amount shall be paid, under protest, when due. Upon determination of the correct
invoice amount, an adjustment shall be made to reflect the correct amount, and the amount owed
shall be promptly paid to the Party to whom it is owed within ten(10) days of determination of
the correct amount, together with interest there on at the rate of one percent (1%) per month.
6.6 Billing Verification. Within fifteen (15) days of a written request by IFG,
Bonners Ferry shall provide to IFG such information and documentation as IFG may reasonably
require to enable IFG to verify the accuracy of any invoice.
6.7 Notice of Rate Adjustments. At least thirty (30)days prior to the effective date of
any adjustment of the Monthly Base Charge Bonners Ferry shall provide to IFG written notice of
the adjustment including calculations and documentation in sufficient detail to enable
verification of the adjustment.
Section 7: Continuity of Service
7.1 Reasonable Diligence. Bonners Ferry shall use reasonable diligence to provide
regular and uninterrupted supply of Firm Power.
7.2 Emergency Interruption. Whenever necessary for the purpose of making
emergency repairs to its system, Bonners Ferry shall have the right to temporarily suspend the
delivery of Firm Power, but, in such cases, Bonners Ferry will give reasonable prior notice to
IFG if circumstances permit. Whenever an interruption of service can be planned, Bonners Ferry
will schedule its activities by mutual agreement with IFG. Any interruption will be as short in
duration as practicable in accordance with prudent utility practices.
7.3 No Liability. Neither Bonners Ferry nor IFG shall be liable to the other or to any
third party for the direct or consequential damages or claim of damage attributable to any
interruption, fluctuation, outage,change in voltage, or other Firm Power disturbance.
7.4 Failure of Power Suably. If the supply of Firm Power fails or becomes
interrupted, or becomes defective by reason of, but not limited to, acts of God, governmental
authority, actions of wholesale power or transmission suppliers, action of the elements, public
enemy, accident, strikes, labor trouble, required maintenance work, inability to secure right of
way, insufficient power supply or transmission capacity, or for any other reason, Bonners Ferry
shall not be liable for personal damages, or loss of profits resulting therefrom, nor shall failure
constitute breach of this Agreement.
7.5 Insufficient Power Supply. Should Bonners Ferry's power supply be insufficient
for any reason to service its entire system or any portion thereof, Bonners Ferry may, at its
option and in its discretion, allocate its power in the best interests of all its customers without
incurring liability to IFG. Bonners Ferry further reserves the right to reduce the supply of power
hereunder due to curtailment or proration requirements of governmental regulations or power
AGREEMENT FOR ELECTRIC SERVICE-8
Attachment A CBF001917
Page 8 of 24

suppliers without incurring any liability beyond penalties which may be imposed upon its
suppliers.
Section 8: Defaults and Remedies
Unless otherwise provided for in this Agreement, the Parties shall have all rights or
remedies available at law or in equity in conjunction with a material breach by the other Party. If
a breach occurs, the non-breaching Party shall have the right but not the obligation to suspend its
performance under this Agreement if the breach is not remedied after prompt oral notice of the
alleged breach, followed by written notice that complies with Section 11, and after a reasonable
opportunity to cure by the Party that has allegedly breached the Agreement.
Section 9: Uncontrollable Forces
Subject to limitations set forth in this Agreement, if either Party is rendered wholly or
partly unable to perform any obligation under this Agreement (other than the payment
obligations set forth in Section 6) because of an Uncontrollable Force, such obligation of a Party
shall be suspended or excused, provided that the Party affected by such Uncontrollable Force, as
soon as reasonably practical after the occurrence of the claimed Uncontrollable Force, gives the
other Party prompt oral notice, followed by a written notice that complies with Section 11. The
Party affected by such Uncontrollable Force shall use reasonable efforts to remedy its inability to
perform as soon as reasonably practical.
"Uncontrollable Force" means any event that is beyond the control of the Party affected
thereby, including but not limited to, failure or loss of facilities (including facilities of third
parties providing power or transmission service), flood, earthquake, storm, fire, lightning,
epidemic, war, riot, civil disturbance, labor dispute, sabotage, and any injunctive order issued by
any court or other lawful public authority, and which could not have been prevented nor
remedied through the exercise of reasonable care by the Party affected thereby.
Notwithstanding the other provisions of this Section 9, a Party shall not be relieved of
liability for failure of performance if such failure is due to causes arising out of its own
negligence or other default or to causes which the Party could have remedied had the Party taken
reasonably prompt action to prevent the occurrence of any such Uncontrollable Force. Nothing
herein, however, shall be construed to require any party to remedy a labor dispute against its
will.
Section 10: Waiver
Any waiver by a Party of its rights with respect to default(s) hereunder, or with respect to
any other matter arising in connection herewith, shall not be deemed to be a waiver with respect
to any subsequent default or matter. A delay by a Party in asserting any right hereunder shall not
be deemed a waiver of any right under this Agreement.
Section 11: Notices
All written notices, demands, or requests required by this Agreement or the provisions
hereunder, shall be considered given when delivered in person, by confirmed facsimile, or sent
AGREEMENT FOR ELECTRIC SERVICE-9
Attachment A CBF001918
Page 9 of 24

by first class U.S. mail, postage prepaid,duly placed in the U.S. mail, or by overnight delivery
service, directed to the attention of the following:
To IFG:
Idaho Forest Group LLC
P. O. Box 108
Moyie Springs, ID 83845
Attn: Plant Manager
Telephone: [phone]
Fax: [phone]
To Bonners Ferry:
City of Bonners Ferry
Electric Department
7232 Main Street
P.O. Box 149
Bonners Ferry, ID 83805
Ann: City Clerk
Telephone: [phone]
Fax: [phone]
Section 12: Indemnification
Except as provided in this Section, each Party assumes all liability for injury or damage
to persons or property arising from the acts or neglect of its own employees, agents or
contractors and shall indemnify and hold the other Party harmless from any liability arising
therefrom.
Notwithstanding the foregoing, no Party shall be liable, whether in contract, warranty,
tort or strict liability, to the other Party for any injury or death to any person, or for any loss or
damage to any property, caused or arising out of an electric disturbance on that Party's electric
system, whether or not such electric disturbance resulted from that Party's negligent, grossly
negligent or wrongful act or omission excepting only action knowingly or intentionally taken, or
failed to be taken, with the intent that injury or damage would result therefrom, or which action
is wantonly reckless. With respect to such knowing, intentional or reckless acts, each Party shall
agree to hold harmless, defend and indemnify the other Party for any such liability. As used in
this Section, the following terms shall be construed as follows: (i) "Party" means, in addition to
each Party itself, its directors, members of its governing body, officers, employees, and agents;
(ii)the term "damage" means all damage, including consequential damage; and (iii) the term
"person-' means any person, including those not connected with either Party to this Agreement.
In performing any repairs, maintenance, or capital improvements to a Party's electrical system,
AGREEMENT FOR ELECTRIC SERVICE- 10
Attachment A CBF001919
Page 10 of 24

the Party performing such repairs, maintenance. or improvements shall. at all times. conform to
prudent utility practice.
Section 13: Entire Agreement
This Agreement. including the Schedules attached hereto, constitutes the entire
Agreement of the Parties with respect to the rate for electric service contained herein, provided,
however, that the Parties expressly acknowledge that they are executing this Agreement as
partial performance relating to a Mutual Release and Settlement Agreement relating to Civil
Case CV 10-54 pending in the Boundary County District Court, the terms of which Mutual
Release and Settlement Agreement will remain effective as between the Parties and are not
superseded by this Agreement. This Agreement may be amended only by a written document
signed by both Parties hereto.
Section 14: Assignability
Neither Party may transfer or assign this Agreement without the express written consent
of the other Party, which consent shall not be unreasonably withheld or delayed. As a condition
of such consent, any third party to whom an assignment is made may be required to demonstrate
to the reasonable satisfaction of the non-assigning Party to this Agreement that the third party is
capable of fulfilling the assigning Party's obligations under this Agreement. Notwithstanding
the foregoing, either Party, without relieving itself from liability hereunder, may (i) transfer or
assign this Agreement to an affiliate of such Party; or(ii) transfer or assign this Agreement to
any person or entity succeeding to all or substantially all of the assets of such Party; provided,
however, that any such assignee shall agree to be bound by the terms and conditions of this
Agreement.
Section 15: Approvals; Dedication; Authority
15.1 BPA Agreements. Bonners Ferry operates its system in part through the BPA
Agreements. If BPA requires material changes to any BPA Agreement, the Parties hereby agree
to amend this Agreement to incorporate any such material changes.
15.2 No Dedication. No podertakitlg by one Party to the other under any provision of
this Agreement shall constitute the dedication ofthat Party's system or assets or any portion
thereof to the other Party or to the pulbiic� noraf~fect the status of Bonners Ferry as an
independent municipal electric utility or IFG as a separate entity.
15.3 Municipal Authority. Nothing in this Agreement shall be construed to alter or
affect the authority of Bonners Ferry to provide electric service to a customer within Bonners
Ferry's service area, or the authority of Bonners Ferry to exercise its discretion and control over
the operation and management of its system, including budget, financing and ratemaking
authority.
15.4 Counterparts. This agreement may be executed by duplicate originals or facsimile
copies. The Parties also agree to execute any further documents, and take any further actions, as
may be reasonable and necessary in order to carry out the purpose and intent of this Agreement.
AGREEMENT FOR ELECTRIC SERVICE—I
Attachment A CBF001920
Page 11 of 24

Section 16: Amendment
No amendment, modification or change to this Agreement shall be valid unless set forth
in a written instrument executed by both Parties.
Section 17: Governing Law
This Agreement shall be governed by and interpreted and construed in accordance with
the laws of the State of Idaho.
Section 18: Survival of Term and Conditions
Applicable provisions of this Agreement shall continue in effect after termination to the
extent necessary to provide for final billings and adjustments related to the period prior to
termination, including payment of any money due and owing to Bonners Ferry pursuant to this
Agreement.
Section 19: No Third Party Beneficiary
Nothing in this Agreement shall be construed to create any duty to, any standard of care
with reference to, or any liability to any person not a Party to this Agreement. There shall be no
express or implied third party beneficiary of this Agreement. No entity or person, other than the
Parties, shall have the right to enforce any right under this Agreement.
Section 20: Dispute Resolution
All disputes that arise under this Agreement shall be submitted for arbitration to a
mutually agreeable arbitrator pursuant to the Idaho Uniform Arbitration Act. If the parties are
unable to agree upon an arbitrator, the parties agree that the Administrative Judge of the First
Judicial District shall choose the arbitrator. Each side shall be allowed to submit the name of
three arbitrators to the administrative judge, however, the choice of arbitrators remains at the sole
discretion of the administrative judge. who may choose not to use any of the arbitrators
suggested by the Parties. Such arbitration shall commence within forty-five (45)days of
assignment of an arbitrator unless otherwise agreed by the Parties. All arbitration proceedings
shall be conducted in accordance with Idaho law. Depending on the nature of the dispute, the
parties may mutually agree to employ a Final Offer Arbitration(FOA) methodology.
AGREEMENT FOR ELECTRIC SERVICE- 12
Attachment A CBF001921
Page 12 of 24

In the event a party fails to proceed with arbitration, unsuccessfully challenges the
arbitrator's award, or fails to comply with the arbitrator's award, the other party is entitled to
recover its costs of suit, including reasonable attorney fees, to enforce the terms of this
Agreement, compel arbitration, or defend or enforce any agreement reached or award rendered
hereunder.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed
in their respective names by their respective officers thereunder duly authorized.
[Signature Pages Follow]
AGREEMENT FOR ELECTRIC SERVICE- 13
Attachment A CBF001922
Page 13 of 24

IDAHO FOREST GROUP, LLC
Y:
��` J�.. Date Executed:
Marc rinl:meyer,
Mere er,Idaho Forest Group LLC
STATE OF IDAHO )
)ss.
County of Bonner )
On this-d�e day of July,2011,before me,the undersigned notary public for the
State of Idaho,personally appeared Marc Brinlancycr,known or identified to me to be a Member
of Idaho Forest Group LIX,a Delaware Limited Liability Company,and acknowledged to
me that such Company executed the same.
IN WITNESS WI IERROF, I have hereunto set my hand and seal the day and year first
above written.
�' otary Public or Idaho
,��HM�{/y .� Residing at: N ,
Commission Expires:��„�
O:
1������
//lll �
AGREEMENT FOR ELECTRIC SERVICE-14
Attachment A CBF001923
Page 14 of 24

CITY OF BONNIrRS FERRY
By: ��� _ — Date Executed: 7-2G-11
David Anderson Mayor
ATTEST: / / "llal
Kris Larson, City Clerk
STATE OF IDAI-10 )
) ss.
Comity of Boundary )
On this a,Gn day of July, 2011, before me,the undersigned notary public for the
State of Idaho, personally appeared David Anderson and Kris Larson, known or identified to me
to be the Mayor and City Clerk of the City of Bonncr's Ferry, a municipality organized and
existing under the laws of the State of Idaho, and acknowledged to me that such municipality
executed the same.
IN WETNESS WHEREOF, I have lieremito set my hand and seal the day and year first
above written.
' pTAq •. � o_. •
�- Notary I' blic r Idaho
Residing at: ?>. a� Nrtl
0E3LACon-unission Expi ���
sltTE OF
AGREEMENT FOR ELECTRIC SERVICE-IS
Attachment A CBF001924
Page 15 of 24

SCHEDULE A
TO
AGREEMENT FOR ELECTRIC SERVICE
BETWEEN
CITY OF BONNERS FERRY
AND IDAHO FOREST GROUP
CONTRACT RATES AND CHARGES
This Schedule A establishes the contract rate for Finn Power as set forth in the
Agreement for Electric Service between City of Bonners Ferry and Idaho Forest Group LLC
effective May 1, 2011 and such contract rate will be applied retroactively to May 1, 2011 which
will result in a one-time credit that the City of Bonners Ferry will reflect on the invoice to Idaho
Forest Group LLC issued after this Agreement is fully executed.
Monthly Base Charge -The Monthly Base Charge shall be $7,910. Following the end of
Fiscal Year 2012, an annual adjustment will be made to the Monthly Base Charge, each
adjustment to be effective at the beginning of each new Fiscal Year. The adjustment factor will
be based on the Seattle Metropolitan CPI (all urban consumers) as derived from the most recent
publication of U.S. Dept. of Labor, Bureau of Labor Statistics, Seattle-Tacoma-Bremerton CPI -
All Items(1982-84=100), Seattle CPI-U based on the twelve-month period immediately
preceding October 1st of each Fiscal Year for which an actual published number exists.
Firm Capacity Rate -The Finn Capacity Rate shall be $4.27 per kVA, without
escalation for the entire tern of the Agreement.
Firm Energy Rate—The Firm Energy Rate shall be as follows during-, the applicable
time periods:
1. May 1, 2011 through September 30, 2011 - $0.02630 per kWh
2. Fiscal Year 2012 - $0.02729 per kWh
3. Fiscal Year 2013 - $0.02831 per kWh
4. Fiscal Year 2014 - $0.02938 per kWh
5. Fiscal Year 2015 - $0.03048 per kWh
The Parties may, by mutual agreement, establish a new Finn Energy Rate after Fiscal Year 2013
to reflect Bonners Ferry's actual power supply costs. Any new Firm Energy Rate so established
shall escalate in a similar manner as the original Firm Energy Rate set forth in this Schedule A
and as agreed to by the Parties when establishing the new Firm Energy Rate.
For illustration purposes only, the following table depicts the total contract price for Finn Power
as described above before calculation of any true-up amount. In the event the table is not
consistent with the description of each charge or rate stated above, the description stated above
shall control:
AGREEIVENT FOR ELECTRIC SERVICE— 16
Attachment A CBF001925
Page 16 of 24

Year FYllt FY12 FY13 FY14 FY15
Rates
i
Monthly Base Charge
($/month) $7,910 $7.910 $8,067 $8,232 $8,406
Firm Capacity Rate
(MNA) $4.27 $4.27 $4.27 $4.27 $4.27
Firm Energy Rate
($/kWh) $0.02630 $0.02729 $0.02831 $0.02938 $0.03048
Table reflects escalation based on a forecast of the Seattle Metropolitan CPI. Actual escalation amount will be
based on actual changes to that index that exist for the 12-month period prior to the adjustment.
AGREEMENT FOR ELECTRIC SERVICE— 17
Attachment A CBF001926
Page 17 of 24

SCHEDULE B
TO
AGREEMENT FOR ELECTRIC SERVICE
BETWEEN
CITY OF BONNERS FERRY
AND IDAHO FOREST GROUP
CONTRACT RATES AND CHARGES
This Schedule B establishes the procedure for calculating the true-up amount set forth in
Section 5.3 of the Agreement for Electric Service between City of Bonners Ferry and Idaho
Forest Group LLC effective May 1,2011. The purpose of the true up is to reconcile the revenue
paid by IFG through the Firm Capacity Payment and the Firin Energy Payment in a Fiscal Year
with IFG's Allocated Share of Actual Power Supply Costs incurred by Banners Ferry in that
Fiscal Year.
Timing
The true-up will be calculated during the month of January following each full Fiscal
Year that occurs during the Term of the Agreement. The true-up calculated each January will be
for IFG's Allocated Share of Actual Power Supply Costs incurred by Bonners Ferry during the
Fiscal Year prior to that January.
The first true-up will occur in January 2013 and the final true-up will occur in January
2016. There will be no true-up for Fiscal Year 2011. The true-up that occurs in January 2013
will apply to Fiscal Year 2012 only.
True-Up Calculation
The true-up will be calculated as follows:
True Up Amount = IFG's Allocated Share ofAcin(d Pori er Supply Costs.for the Fiscal )'ear—
IFG Revenue Paid attributable to that Fiscal Year.
Where
IFG's Allocated Share of Actual Power Supply Costs
= D * (Bonners Ferny Demand Cost + Banners Ferryy Transmission Cost)
+ E * (Bonners Ferry Energy Cost)
+ (0.5 *E + 0.5 *D)* (O&M+P&I + 0.452 *Electric Fund A&G)
and
IFG Revenue Paid= (Firm Capacity Payments)+ (Firm Energy Payments)
AGREEMENT FOR ELECTRIC SERVICE-19
Attachment A CBF001927
Page 18 of 24

Definitions
Terms used in this Schedule B and the true-up calculation, when used with initial
capitalization, whether singular or plural, shall have the meanings specified in the Agreement or
as follows:
1. "Demand Allocator" or"D" is the result of the calculation:
[sum of IFG's monthly Metered Demand (kVA) multiplied by a 95%coincident factor+
1% losses] _ [Bonners Ferry CSP Demand (kW)]
2. "Energy Allocator" or"E" is the result of the calculation:
[IFG metered Firm Energy (kWh)+ I% losses] _ [Bonners Ferry total energy (kWh) as
reported on the BPA transmission bill]
3. "CSP" means the Bonners Ferry's Customer System Peak as defined by BPA,
and "CSP Demand" means the sum of the monthly CSP reported by BPA on the transmission
bill during the 12 months for which the true-up is being calculated.
4. "Bonners Ferry Demand Cost" means the amounts paid by Bonners Ferry for
the demand component of the BPA power bills and amounts paid to other entities for demand
services as reflected in the Bonners Ferry "609000 Purchased Power and Transmission"
expense account.
5. "Bonners Ferry Transmission Cost" means the total amount paid by Bonners
Ferry for transmission or transmission-related services to BPA or other entities as reflected in
the Bonners Ferry "609000 Purchased Power and Transmission" expense account.
6. "Bonners Ferry Energy Cost" means the amounts paid by Bonners Ferry for the
non-demand components of the BPA power bills and amounts paid to other entities for energy
services as reflected in the Bonners Ferry "609000 Purchased Power and Transmission"
expense account.
7. "O&M"means the operations and maintenance costs Bonners Ferry incurs
related to its hydro facility which are reflected in the following Bonners Ferry expense
accounts:
a. 600000 Powerplant Operations and Supervision
b. 603000 Powerplant Structure Maintenance
c. 605000 Maintenance of Dam
d. 607000 Maintenance of Generating Equipment
8. "P&I" means any principal and interest payments made by Bonners Ferry for
bonds relating to Bonners Ferry's hydro facility which are reflected in the following Bonners
Ferry expense accounts:
a. 231800 Principal Payment
b. 630000 620 Interest Expense
c. 630000 302 Interest on Municipal Investment
AGREEMENT FOR ELECTRIC SERVICE- 19
Attachment A CBF001928
Page 19 of 24

9. "Electric Fund A&G" means the administrative and general expenses incurred
by Bonners Ferry, functionalized to the hydro facility at 45.2%, which are reflected in the
following Bonners Ferry expense accounts:
a. 629000 Rolling Equipment
b. 630000—General & Administrative
i. Less 630000 620 Interest Expense
ii. Less 630000 301 General Funds Transfer
iii. Less 630000 302 Interest on Municipal Investment
c. 635000—Legal Services
d. 636000—General Property Maintenance
e. 637000 - Conservation
Sample Calculation
For illustration purposes only, attached to this Schedule B as Schedule 13-1 is a sample
true-up calculation in an Excel spreadsheet format. The spreadsheet demonstrates the
methodology the Parties intend to use for the true-up calculation and does not demonstrate any
specific outcome or incorporate the actual variables the Parties will use for the calculation. In
the event of conflict between the methodology depicted in the spreadsheet and the descrihtiun
of the true-up calculation in this Schedule B, the terms of this Schedule B shall control.
AGREEMENT FOR ELECTRIC SERVICE-20
Attachment A CBF001929
Page 20 of 24

EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE
This EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE(hereinafter
"Agreement")is entered into by and between the CITY OF BONNERS FERRY (hereinafter
"Bonners Ferry"),a municipality organized and existing under the laws of the State of Idaho, and
IDAHO FOREST GROUP LLC(hereinafter"IFG"), a Delaware limited liability company;
Bonners Ferry and IFG are referred to herein each individually as a"Party" and collectively as
"Parties."
RECITALS
WHEREAS, the Parties hereto executed an Agreement for Electric service effective May
1, 2011, a true copy of which is Attached hereto as Exhibit 1; and
WHEREAS, the Agreement for Electric Service expired by its terms on September 30,
2015; and
WHEREAS,the Parties have thereafter extended the Agreement for Electric Service for a
term which expired on September 30, 2019; and
WHEREAS, the Parties desire to extend the Agreement for Electric Service for a period
commencing on October 1, 2019 and terminating on September 30,2020, using the methodology
set forth in Section 5 of the Agreement for Electric Service for determining Monthly Charges
and Payments, as modified herein;
NOW THEREFORE, the Parties mutually agree and covenant as follows:
1. Restated Schedule A. Schedule A to the Agreement for Electric Service is hereby
restated in the manner attached hereto.
2. Term. This Agreement shall commence on 0000 hours, Pacific Prevailing Time, on
October 1, 2019 and shall terminate on 2400 hours, Pacific Prevailing Time on
September 30, 2020.
3. Other Terms Ratified. To the extent not inconsistent all other terms of the Agreement for
Electric Service are hereby incorporated herein without modification.
EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE-1
Attachment A CBF001930
Page 21 of 24

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed in
their respective names by their respective officers thereunder duly authorized.
IDAHO FOREST G ,
By: Date Executed:
Chris Pease,
Regional Manager, Idaho Forest Group LLC
By: Date Executed: / Z
Stephen -ems,
Plant Controller, Idaho Forest Group LLC
STATE OF IDAHO )
) ss.
County of Boundary )
On this I-Z- day of � 11jQ,P� , 2019, before me,the undersigned
notary public for the State of Idaho, personally appeared Chris Pease and Stephen Ferris, known
or identified to me to be the Regional Manager and Plant Controller of Idaho Forest Group LLC.,
a Delaware Limited Liability Company, and acknowledged to me that such Company executed
the same.
IN WITNESS WHEREOF, I have hereunto set my hand and seal the day and year first
above written. be W �•T'••.�•
5 -�xp• l i23 '.
ar lie for I o
3 p 0^c ; 'Residing at: h
?�, �,eti,• 0 Commission Expires:No-
'Z
,,,,••I•,�Ip F„,p�`��,,•
EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE-2
Attachment A CBF001931
Page 22 of 24

CITY OF BONNERS F , Y
By: Date Executed: Ax,
David Sims, Mayor
ATTEST:
Christine McNair, City Clerk
EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE-3
Attachment A CBF001932
Page 23 of 24

RESTATED SCHEDULE A
TO THE
AGREEMENT FOR ELECTRIC SERVICE
BETWEEN
CITY OF BONNERS FERRY
AND IDAHO FOREST GROUP
CONTRACT RATES AND CHARGES
This Restated Schedule A establishes the contract rate for Firm Power as set forth in the
Agreement for Electric Service between City of Bonners Ferry and Idaho Forest Group LLC
effective May 1, 2011.
Monthly Base Charge—Commencing on October 1, 2019 and for the term of this
Agreement, the Monthly Base Charge shall be$9,477.21.
Firm Capacity Rate-The Finn Capacity Rate shall be $4.27 per kVA, without escalation
for the tenn of this Agreement.
Firm Energy Rate-The Firm Energy Rate shall be as follows during the tenn of this
Agreement:
1. October ], 2019 through September 30,2020 - $0.03599 per kWh
EXTENSION OF AGREEMENT FOR ELECTRIC SERVICE-4
Attachment A CBF001933
Page 24 of 24

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on March 20, 2024 I caused to be served a true and correct
copy of the within and foregoing upon the following named parties by the method indicated
below, and addressed to the following:
Nicole C. Hancock [ ] Via U.S. Mail
Jennifer S. Palmer [ ] Via Facsimile
STOEL RIVES LLP [ ] Via Overnight Mail
101 S. Capitol Boulevard, Suite 1900 [ ] Via Email
Boise, ID 83702 [x] Via iCourt efile & Serve
Telephone: [phone]
Facsimile: 208-3 89-9040
[e-mail]
[e-mail]
Andrew P. Moratzka(pro hac vice forthcoming)
STOEL RIVES LLP
33 South 6th Street
Minneapolis, MN 55402
Telephone: [phone]
Facsimile: 612-373-8881
[e-mail]
Attorneys for Plaintiff Idaho Forest Group LLC
s/Brian S. Epley
Tyler R. Whitney, ISB No. 9722
[e-mail]
Richard G. Lorenz, OSB No. 003086,pro hac vice
[e-mail]
Brian S. Epley, OSB No. 204790,pro hac vice
[e-mail]
Cable Huston, LLP
1455 SW Broadway, Suite 1500
Portland, OR 97201
503-224-3092 (Telephone)
Andrakay Pluid, ISB No. 9127
[e-mail]
Office of the City Attorney
for the City of Bonners Ferry
P.O. Box 149
Bonners Ferry, ID 83805
[phone]
Attorneys for Respondent City of Bonners Ferry
PAGE 1 —CERTIFICATE OF SERVICE

A
W
Exhibit D

Electronically Filed
6/5/2025 3:28 PM
First Judicial District,Boundary County
Glenda Poston,Clerk of the Court
By:Justina Clinch,Deputy Clerk
Andrew P. Moratzka(pro hac vice)
[e-mail]
STOEL RIVES LLP
33 South 6th Street
Minneapolis, MN 55402
Telephone: [phone]
Facsimile: 612.373.8881
W. Christopher Pooser, ISB No. 5525
[e-mail]
Alaina Harrington, ISB No. 11879
[e-mail]
STOEL RIVES LLP
101 S. Capitol Boulevard, Suite 1900
Boise, ID 83702
Telephone: [phone]
Facsimile: 208.389.9040
Attorneys for Plaintiff Idaho Forest Group LLC
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE
STATE OF IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC,
Plaintiff, Case No. CV 11-23-0271
V. NOTICE OF APPEAL
CITY OF BONNERS FERRY, Supreme Court Docket No. 52965-2025
Defendant.
TO: THE ABOVE-NAMED DEFENDANT CITY OF BONNERS FERRY AND ITS
ATTORNEYS OF RECORD, TYLER WHITNEY, RICHARD G. LORENZ, BRIAN S.
EPLEY, AND ANDRAKAY PLUID, AND TO THE CLERK OF THE ABOVE-ENTITLED
COURT:
NOTICE IS HEREBY GIVEN THAT:
I. Plaintiff Idaho Forest Group LLC ("Appellant") appeals against Defendant City
of Bonners Ferry ("Respondent") to the Idaho Supreme Court from the Amended Judgment,
Filed: 6-6-25
By: Melanie Gagnepain, Clerk
NOTICE OF APPEAL - I Idaho Supreme Court
128992873.7 0026695-00011

entered in this action on April 25, 2025, the Honorable Lamont C Berecz presiding.' A copy of
the Amended Judgment is attached to this notice.
2. Appellant has a right to appeal to the Idaho Supreme Court, and the Amended
Judgment is appealable under I.A.R. I I(a)(1).
3. Without waiving its right to assert other issues, Appellant offers the following
preliminary statement of the issues on appeal:
a. Whether the trial court erred in granting Respondent's motion to dismiss on
Appellant's cause of action for declaratory relief(re: Appellant's ability to
contract with other electric suppliers);
b. Whether the trial court erred in granting Respondent's motion for judgment
on the pleadings on Appellant's causes of action for unjust enrichment and
breach of municipal authority and unconstitutional taking, predicated on
pre-2023 conduct;
C. Whether the trial court erred in granting Respondent's motion for partial
summary judgment and in denying Appellant's motion for reconsideration,
on Appellant's causes of action for breach of municipal authority and
unconstitutional taking, predicated on post-2023 conduct; and
d. Whether the trial court erred in finding that Appellant failed to prove the FY
2023 electric rates and rates going forward charged by Respondent are
unfair, unjust, discriminatory, or preferential.
1 The trial court entered a judgment on April 7, 2025, however it was not served on the
parties. As a result, the trial court entered the Amended Judgment on April 25, 2025, noting that
"[t]his Amended Judgment has been entered solely to rectify that failure of service.No changes
to the language of the Judgment have been made. Post judgment motion deadlines run from the
date of the entry of this Amended Judgment." See Amended Judgment at I n. 1.
NOTICE OF APPEAL - 2
128992873.7 0026695-00011

4. The trial court entered three orders sealing portions of the record. On May 10,
2024, the trial court granted Plaintiff's Motion to Seal Exhibit A to Moratzka Declaration and
Exhibit A to Crowley Declaration. On August 7, 2024, the trial court granted Defendant's
Motion to Seal Exhibit A to Epley Declaration. On August 21, 2024, the trial court granted
Plaintiff's Motion to Seal Exhibit A to Gorman Declaration and Exhibit H to Moratzka
Declaration.
5. Appellant designates the full transcripts of the following proceedings, which shall
be provided in electronic format:
a. September 20, 2023 hearing on Defendant's Motion to Dismiss;
b. February 23, 2024 hearing on Plaintiff's Motion for Leave to Amend
Complaint and to Compel Discovery Requests;
C. May 22, 2024 hearing on Defendant's Motion for Judgment on Pleadings on
Counts IV and VI or, Alternatively, to Stay and Compel Arbitration or Such
Claims;
d. May 22, 2024 hearing on Defendant's Motion for Partial Summary
Judgment;
e. May 22, 2024 hearing on Plaintiff's Motion to Defer Motions for Partial
Summary Judgment;
f. August 23, 2024 hearing on Defendants' Motion for Protective Order;
g. August 23, 2024 hearing on Plaintiff's Motion to Compel;
h. September 4, 2024 hearing on Plaintiffs' Motion for Summary Judgment
and Defendant's Motion for Partial Summary Judgment;
i. October 9, 2024 hearing on Plaintiff's Motion for Reconsideration;
j. October 23, 2024 Pre-Trial Conference;
NOTICE OF APPEAL - 3
128992873.7 0026695-00011

k. November 4, 6, and 7, 2024 Court Trial; and
1. May 21, 2025 hearing on Defendant's Motion for Attorney Fees and Costs.
6. Appellant requests the following documents to be included in the clerk's record in
addition to those automatically included under I.A.R. 28:
Document Date Filed
Complaint June 29, 2023
Defendant's Motion to Dismiss and Motion to Strike and Memorandum in July 21, 2023
Support
Response in Opposition to Defendant's Motion to Dismiss and Motion to September 13, 2023
Strike
Defendant's Reply in Support of I.R.C.P. 12 Motions to Dismiss and September 18, 2023
Motion to Strike
Notice of Supplemental Authority in Support of Defendant's Motions to September 20, 2023
Dismiss and Motion to Strike
Order and Decision Granting Motion to Dismiss and Denying Motion to November 2, 2023
Strike
Answer November 16, 2023
Stipulation re Protective Order December 11, 2023
Order Entering Stipulated Protective Order December 15, 2023
Memorandum in Support of Motion for Leave to Amend Complaint January 26. 2024
Amended Complaint February 26, 2024
Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and I.R.C.P.
12(c)Motion for Judgment on Pleadings on Counts IV and VI or, March 20, 2024
Alternatively, to Stay and Compel Arbitration of Such Claims
Defendant's Motion for Partial Summary Judgment April 24, 2024
Declaration of B. Epley in Support of Motion for Partial Summary April 24, 2024
Judgment
Declaration of M. Klaus in Support of Motion for Partial Summary April 24, 2024
Judgment
NOTICE OF APPEAL - 4
128992873.7 0026695-00011

Document Date Filed
Response in Opposition to Defendant's Motion for Partial Summary May 8, 2024
Judgment
Declaration of Andrew Moratzka in Support of Opposition to Motions for May 8, 2024
Partial Summary Judgment
Declaration of Larry Crowley in Support of Opposition to Motions for May 8, 2024
Partial Summary Judgment
Memorandum in Support of Motion to Defer Defendant's Motion for May 8, 2024
Partial Summary Judgment and Allow Time for Discovery
Declaration of Andrew Moratzka in Support of Motion to Defer
Defendant's Motion for Partial Summary Judgment and Allow Time for May 8, 2024
Discovery
Motion to Seal Exhibit A to Moratzka Declaration and Exhibit A to May 9, 2024
Crowley Declaration
Memorandum in Support of Motion to Seal Exhibit A to Moratzka May 9, 2024
Declaration and Exhibit A to Crowley Declaration
Order Granting Motion to Seal Exhibit A to Moratzka Declaration and May 10, 2024
Exhibit A to Crowley Declaration
Response in Opposition to Defendant's Motion to Dismiss Count VII, and
Motion for Judgment on the Pleadings on Counts IV and VI or, May 15, 2024
Alternatively, to Stay and Compel Arbitration of Such Claims
Reply in Support of Motions for Partial Summary Judgment May 15, 2024
Supplemental Declaration of Mike Klaus in Support of Motion for Partial May 15, 2024
Summary Judgment
Opposition to Rule 56(d)Motion to Defer Defendant's Motions for Partial May 15, 2024
Summary Judgment and Allowing Time for Discovery
Reply in Support of Rule 56(d)Motion to Defer Defendant's Motions for May 20, 2024
Partial Summary Judgment and Allow Time for Discovery
Reply in Support of Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss
Count VII, and I.R.C.P. 12(c) Motion for Judgment on the Pleadings on May 20, 2024
Counts IV and VI or, Alternatively, to Stay and Compel Arbitration of
Such Claims
Declaration of Andrew Moratzka in Support of Opposition to Motions for May 23, 2024
Partial Summary Judgment
NOTICE OF APPEAL - 5
128992873.7 0026695-00011

Document Date Filed
Declaration of Larry Crowley in Support of Opposition to Motions for May 23, 2024
Partial Summary Judgment
Defendant's Motion for Protective Order July 1, 2024
Declaration in Support of Motion for Protective Order July 1, 2024
Plaintiff's Motion for Summary Judgment August 6, 2024
Memorandum in Support of Plaintiff's Motion for Summary Judgment August 6, 2024
Declaration of Michael Gorman in Support of Plaintiff's Motion for August 6, 2024
Summary Judgment
Declaration of Andrew Moratzka in Support of Plaintiff's Motion for August 6, 2024
Summary Judgment
Plaintiff's Motion to Seal Exhibit A to Gorman Declaration and Exhibit H August 6, 2024
to Moratzka Declaration
Defendant's Motion for Partial Summary Judgment Regarding Count VI August 6, 2024
Declaration of B. Epley in Support of Motions for Partial Summary August 6, 2024
Judgment Re Count VI
Defendant's Unopposed Motion to Seal Exhibit A to Epley Declaration August 6, 2024
Defendant's Memorandum ISO Motion to Seal Exhibit A to Epley August 6, 2024
Declaration
Order Granting Defendant's Unopposed Motion to Seal Exhibit A to Epley August 7, 2024
Declaration
Second Motion to Compel August 9, 2024
Memorandum in Support of Second Motion to Compel August 9, 2024
Declaration of Andrew Moratzka in Support of Second Motion to Compel August 9, 2024
Declaration of Jennifer Palmer in Support of Second Motion to Compel August 9, 2024
Defendant's Expert Witness Disclosure August 9, 2024
Memorandum Decision and Order re Motions Heard on May 22, 2024 August 14, 2024
Response in Opposition to Defendant's Motion for Protective Order August 16, 2024
NOTICE OF APPEAL - 6
128992873.7 0026695-00011

Document Date Filed
Defendant's Response to Plaintiff's Second Motion to Compel Discovery August 16, 2024
Responses
Supplemental Declaration of Brian S. Epley in Support of CBF's Motion
for Protective Order and Opposition to Plaintiff's Second Motion to August 16, 2024
Compel
Defendant's Opposition to Plaintiff's Motion for Summary Judgment August 21, 2024
Declaration of Sergey Tarasov in Support of Defendant's Opposition to August 21, 2024
Plaintiff's Motion for Summary Judgment
Defendant's Reply in Support of Motion for Protective Order August 21, 2024
Order Granting Motion to Seal Exhibit A to Gorman Declaration and August 21, 2024
Exhibit H to Moratzka Declaration
Plaintiff's Motion for Reconsideration August 27, 2024
Memorandum in Support of Plaintiff's Motion for Reconsideration August 27, 2024
Declaration of Andrew Moratzka in Support of Motion for Reconsideration August 27, 2024
Reply in Support of Plaintiff's Motion for Summary Judgment August 28, 2024
Declaration of Andrew Moratzka in Support of Plaintiff's Reply in Support August 28, 2024
of Motion for Summary Judgment
Order Denying Plaintiff's Motion for Summary Judgment and Requests for September 9, 2024
Judicial Notices
Order Denying Defendant's Motion for Partial Summary Judgment September 13, 2024
Regarding Count VI as Moot
Order Denying Plaintiff's Second Motion to Compel and Granting September 17, 2024
Defendant's Motion for Protective Order
Defendant's Opposition to Plaintiff's Motion for Reconsideration October 2, 2024
Reply in Support of Plaintiff's Motion for Reconsideration October 2, 2024
Second Declaration of Andrew Moratzka in Support of Motion for October 7, 2024
Reconsideration
Plaintiff's Trial Brief October 31, 2024
Defendant's Trial Brief October 31, 2024
NOTICE OF APPEAL - 7
128992873.7 0026695-00011

Document Date Filed
Memorandum Decision and Order Denying Plaintiff's Motion for November 1, 2024
Reconsideration
Defendant's Findings of Fact and Conclusions of Law January 3, 2025
Plaintiff's Proposed Findings of Fact and Conclusions of Law January 3, 2025
Memorandum Decision and Order Re Court Trial February 28, 2025
Judgment April 7, 2025
Amended Judgment April 25, 2025
7. Appellant designates all exhibits that were offered or admitted at trial.
8. Appellant certifies as follows:
a. That a copy of this notice of appeal has been served on each reporter of
whom a transcript has been requested:
Michelle Blazer
Official Court Reporter
Bonner County Courthouse
215 S. First Avenue
Sandpoint, ID 83864
[e-mail]
b. That the clerk of the district court will be paid the estimated fee for
preparation of the reporter's transcript.
C. That the estimated fee for preparation of the clerk's record will be paid.
d. That the appellate filing fee has been paid.
e. That service has been made upon all parties required to be served pursuant
to I.A.R. 20.
NOTICE OF APPEAL - 8
128992873.7 0026695-00011

DATED: June 5, 2025 STOEL RIVES LLP
Is/W. Christopher Pooser
Andrew P. Moratzka(pro hac vice)
W. Christopher Pooser
Attorney for Plaintiff Idaho Forest Group LLC
NOTICE OF APPEAL - 9
128992873.7 0026695-00011

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on June 5, 2025, I served a true and correct copy of the within
and foregoing NOTICE OF APPEAL upon the following named parties by the method indicated
below, and addressed to the following:
Tyler R. Whitney [ ] Via U.S. Mail
Richard G. Lorenz [ ] Via Facsimile
Brian S. Epley [ ] Via Overnight Mail
CABLE HUSTON LLP [ ] Via Email
1455 SW Broadway Ave., Suite 1500 [x] Via iCourt efile & Serve
Portland, OR 97201-3412 [e-mail]
[e-mail]
[e-mail]
Andrakay Pluid [ ] Via U.S. Mail
Office of the City Attorney [ ] Via Facsimile
for the City of Bonners Ferry [ ] Via Overnight Mail
P.O. Box 149 [x] Via Email
Bonners Ferry, ID 83805 [e-mail]
[ ] Via iCourt efile & Serve
Michelle Blazer [ ] Via U.S. Mail
Official Court Reporter [ ] Via Facsimile
Bonner County Courthouse [ ] Via Overnight Mail
215 S. First Avenue [x] Via Email
Sandpoint, ID 83864 [e-mail]
[ ] Via iCourt efile & Serve
/s/W. Christopher Pooser
W. Christopher Pooser
NOTICE OF APPEAL - 10
128992873.7 0026695-00011

2Z) l:i c. 31
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE ATATXzQ
IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC, ) CASE NO. CV11-23-0271
Plaintiff, ) AMENDED JUDGMENT'
VS. )
CITY OF BONNERS FERRY, )
Defendant. )
1
JUDGMENT IS ENTERED AS FOLLOWS:
All claims by Plaintiff Idaho Forest Group LLC against Defendant City of Bonners Ferry
in the above-referenced action are hereby dismissed with prejudice.
DATED: April 25, 2025
Lamont C. Berecz
District Judge
The parties did not receive the copies of the Judgment served upon them by the Clerk of Court on April 7, 2025.
This Amended Judgment has been entered solely to rectify that failure of service.No changes to the language of the
Judgment have been made. Post judgment motion deadlines run from the date of entry of this Amended Judgment.
AMENDED JUDGMENT- 1

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served by electronic mail
on April 25, 2025 ,to:
Attorneys for Defendant
Andrakay Pluid
apluidgbonnersferr. .id.gov
Richard G. Lorenz,pro hac vice
rlorenzgcablehuston.com
Brian S. Epley,pro hac vice
bepleygcablehuston.com
Tyler R. Whitney
[e-mail]
Attorneys for Plaintiff
Andrew P. Moratzka,pro hac vice
andrew.moratzkagstoel.com
Nicole C. Hancock
nicole.hancockgstoel.com
Jennifer S. Palmer
jenny.palmerga stoel.com
Deputy Clerk
AMENDED JUDGMENT-2

w
w
Exhibit E

IDAHO SUPREME COURT wAopSEAt IDAHO COURT OF APPEALS
Clerk of the Courts r PO Box 83720
[phone] s� f4Q Boise, Idaho 83720-0101
E O
IDAHO FOREST GROUP LLC, Suspension Notice
Plaintiff-Appellant, Idaho Supreme Court Docket No. 52965-
2025
V.
Boundary County District Court No.
CITY OF BONNERS FERRY, CV11-23-0271
Defendant-Respondent.
This appeal is SUSPENDED for 14 days for the court reporter to file a Notice of Transcript
Deposit with the district court confirming payment of the estimate of fees for preparation of any
requested transcript, pursuant to I.A.R. 24(c) and (d).
If payment for the transcript has not yet been made to the court reporter, the court reporter shall
immediately provide an estimate to counsel for Appellant. Failure to pay the estimated fee may
result in the appeal proceeding without the requested transcripts.
Dated June 12, 2025.
For the Court:
Melanie Gagnepain
Clerk of the Courts
cc: Counsel of Record
District Court Clerk
Court Reporter
District Court Judge

w
Exhibit F

IDAHO SUPREME COURT �4�A°° EAto� IDAHO COURT OF APPEALS
Clerk of the Courts � PO Box 83720
[phone] ���rE o4 tq Boise, Idaho 83720-0101
IDAHO FOREST GROUP LLC,
Plaintiff-Appellant, Clerk's Record and Reporter's
Transcripts Due Date Set
V.
Docket No. 52965-2025
CITY OF BONNERS FERRY,
Boundary County District Court
Defendant-Respondent. CV11-23-0271
PLEASE NOTE: Additional time provided for preparation of the Reporter's Transcripts
requested, pursuant to I.A.R. 24(e)(3); therefore,
The Reporter's lodging date is August 19, 2025.
The Clerk's Record and Reporter's Transcripts must be filed in this office on or before
September 23, 2025.
DATED: 06/17/2025.
For the Court:
Melanie Gagnepain
Clerk of the Courts

w
Exhibit G

Electronically Filed
8/1/2025 1:53 PM
First Judicial District,Boundary County
Glenda Poston,Clerk of the Court
By:Kristen N.Campbell,Deputy Clerk
Andrew P. Moratzka(pro hac vice)
[e-mail]
STOEL RIVES LLP
33 South 6`h Street
Minneapolis, MN 55402
Telephone: [phone]
Facsimile: 612.373.8881
W. Christopher Pooser, ISB No. 5525
[e-mail]
Alaina Harrington, ISB No. 11879
[e-mail]
STOEL RIVES LLP
101 S. Capitol Boulevard, Suite 1900
Boise, ID 83702
Telephone: [phone]
Facsimile: 208.389.9040
Attorneys for Plaintiff Idaho Forest Group LLC
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE
STATE OF IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC,
Plaintiff, Case No. CV11-23-0271
V. AMENDED NOTICE OF APPEAL'
CITY OF BONNERS FERRY,
Supreme Court No. 52965-2025
Defendant.
TO: THE ABOVE-NAMED DEFENDANT CITY OF BONNERS FERRY AND ITS
ATTORNEYS OF RECORD, TYLER WHITNEY, RICHARD G. LORENZ, BRIAN S.
EPLEY, AND ANDRAKAY PLUID, AND TO THE CLERK OF THE ABOVE-ENTITLED
COURT:
NOTICE IS HEREBY GIVEN THAT:
1. Plaintiff Idaho Forest Group LLC ("Appellant") appeal, ftgainst Defendant City
of Bonners Ferry ("Respondent") to the Idaho Supreme Court from the Amended Judgment,
t In this Amended Notice of Appeal, amendments to the Notice of Appeal are underlined.
AMENDED NOTICE OF APPEAL - I Filed: 08/04/2025
Idaho Supreme Court
Melanie Gagnepain, Clerk
By: Kimber Grove, Deputy

entered in this action on April 25, 2025, and the Second Amended Judgment, entered on June 26,
2025, the Honorable Lamont C Berecz presiding.2 A copy of the Amended Judgment and the
Second Amended Judgment is attached to this notice.
2. Appellant has a right to appeal to the Idaho Supreme Court, and the Amended
Judgment is appealable under I.A.R. 11(a)(1) and(7).
3. Without waiving its right to assert other issues, Appellant offers the following
preliminary statement of the issues on appeal:
a. Whether the trial court erred in granting Respondent's motion to dismiss on
Appellant's cause of action for declaratory relief(re: Appellant's ability to
contract with other electric suppliers);
b. Whether the trial court erred in granting Respondent's motion for judgment
on the pleadings on Appellant's causes of action for unjust enrichment and
breach of municipal authority and unconstitutional taking, predicated on
pre-2023 conduct;
C. Whether the trial court erred in granting Respondent's motion for partial
summary judgment and in denying Appellant's motion for reconsideration,
on Appellant's causes of action for breach of municipal authority and
unconstitutional taking, predicated on post-2023 conduct; and
2 The trial court entered a judgment on April 7, 2025, however it was not served on the
parties. As a result, the trial court entered the Amended Judgment on April 25, 2025, noting that
"[t]his Amended Judgment has been entered solely to rectify that failure of service.No changes
to the language of the Judgment have been made. Post judgment motion deadlines run from the
date of the entry of this Amended Judgment." See Amended Judgment at I n. 1.
AMENDED NOTICE OF APPEAL - 2

d. Whether the trial court erred in finding that Appellant failed to prove the FY
2023 electric rates and rates going forward charged by Respondent are
unfair, unjust, discriminatory, or preferential.
e. Whether the trial court erred in granting Respondent's memorandum of
costs and attorney
4. The trial court entered three orders sealing portions of the record. On May 10,
2024, the trial court granted Plaintiff's Motion to Seal Exhibit A to Moratzka Declaration and
Exhibit A to Crowley Declaration. On August 7, 2024, the trial court granted Defendant's
Motion to Seal Exhibit A to Epley Declaration. On August 21, 2024, the trial court granted
Plaintiff's Motion to Seal Exhibit A to Gorman Declaration and Exhibit H to Moratzka
Declaration.
5. Appellant designates the full transcripts of the following proceedings, which shall
be provided in electronic format:
a. September 20, 2023 hearing on Defendant's Motion to Dismiss;
b. February 23, 2024 hearing on Plaintiff's Motion for Leave to Amend
Complaint and to Compel Discovery Requests;
C. May 22, 2024 hearing on Defendant's Motion for Judgment on Pleadings on
Counts IV and VI or, Alternatively, to Stay and Compel Arbitration or Such
Claims;
d. May 22, 2024 hearing on Defendant's Motion for Partial Summary
Judgment;
e. May 22, 2024 hearing on Plaintiff's Motion to Defer Motions for Partial
Summary Judgment;
f. August 23, 2024 hearing on Defendants' Motion for Protective Order;
AMENDED NOTICE OF APPEAL - 3

g. August 23, 2024 hearing on Plaintiff's Motion to Compel;
h. September 4, 2024 hearing on Plaintiffs' Motion for Summary Judgment
and Defendant's Motion for Partial Summary Judgment;
i. October 9, 2024 hearing on Plaintiff's Motion for Reconsideration;
j. October 23, 2024 Pre-Trial Conference;
k. November 4, 6, and 7, 2024 Court Trial; and
1. May 21, 2025 hearing on Defendant's Motion for Attorney Fees and Costs.
6. Appellant requests the following documents to be included in the clerk's record in
addition to those automatically included under I.A.R. 28:
Document Date Filed
Complaint June 29, 2023
Defendant's Motion to Dismiss and Motion to Strike and Memorandum in July 21, 2023
Support
Response in Opposition to Defendant's Motion to Dismiss and Motion to September 13, 2023
Strike
Defendant's Reply in Support of LR.C.P. 12 Motions to Dismiss and September 18, 2023
Motion to Strike
Notice of Supplemental Authority in Support of Defendant's Motions to September 20, 2023
Dismiss and Motion to Strike
Order and Decision Granting Motion to Dismiss and Denying Motion to November 2, 2023
Strike
Answer November 16, 2023
Stipulation re Protective Order December 11, 2023
Order Entering Stipulated Protective Order December 15, 2023
Memorandum in Support of Motion for Leave to Amend Complaint January 26. 2024
Amended Complaint February 26, 2024
AMENDED NOTICE OF APPEAL - 4

Document Date Filed
Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss Count VII, and I.R.C.P.
12(c)Motion for Judgment on Pleadings on Counts IV and VI or, March 20, 2024
Alternatively, to Stay and Compel Arbitration of Such Claims
Defendant's Motion for Partial Summary Judgment April 24, 2024
Declaration of B. Epley in Support of Motion for Partial Summary April 24, 2024
Judgment
Declaration of M. Klaus in Support of Motion for Partial Summary April 24, 2024
Judgment
Response in Opposition to Defendant's Motion for Partial Summary May 8, 2024
Judgment
Declaration of Andrew Moratzka in Support of Opposition to Motions for May 8, 2024
Partial Summary Judgment
Declaration of Larry Crowley in Support of Opposition to Motions for May 8, 2024
Partial Summary Judgment
Memorandum in Support of Motion to Defer Defendant's Motion for May 8, 2024
Partial Summary Judgment and Allow Time for Discovery
Declaration of Andrew Moratzka in Support of Motion to Defer
Defendant's Motion for Partial Summary Judgment and Allow Time for May 8, 2024
Discovery
Motion to Seal Exhibit A to Moratzka Declaration and Exhibit A to May 9, 2024
Crowley Declaration
Memorandum in Support of Motion to Seal Exhibit A to Moratzka May 9, 2024
Declaration and Exhibit A to Crowley Declaration
Order Granting Motion to Seal Exhibit A to Moratzka Declaration and May 10, 2024
Exhibit A to Crowley Declaration
Response in Opposition to Defendant's Motion to Dismiss Count VII, and
Motion for Judgment on the Pleadings on Counts IV and VI or, May 15, 2024
Alternatively, to Stay and Compel Arbitration of Such Claims
Reply in Support of Motions for Partial Summary Judgment May 15, 2024
Supplemental Declaration of Mike Klaus in Support of Motion for Partial May 15, 2024
Summary Judgment
Opposition to Rule 56(d)Motion to Defer Defendant's Motions for Partial May 15, 2024
Summary Judgment and Allowing Time for Discovery
AMENDED NOTICE OF APPEAL - 5

Document Date Filed
Reply in Support of Rule 56(d) Motion to Defer Defendant's Motions for May 20, 2024
Partial Summary Judgment and Allow Time for Discovery
Reply in Support of Defendant's I.R.C.P. 12(b)(6) Motion to Dismiss
Count VII, and I.R.C.P. 12(c)Motion for Judgment on the Pleadings on May 20, 2024
Counts IV and VI or, Alternatively, to Stay and Compel Arbitration of
Such Claims
Declaration of Andrew Moratzka in Support of Opposition to Motions for May 23, 2024
Partial Summary Judgment
Declaration of Larry Crowley in Support of Opposition to Motions for May 23, 2024
Partial Summary Judgment
Defendant's Motion for Protective Order July 1, 2024
Declaration in Support of Motion for Protective Order July 1, 2024
Plaintiff's Motion for Summary Judgment August 6, 2024
Memorandum in Support of Plaintiff's Motion for Summary Judgment August 6, 2024
Declaration of Michael Gorman in Support of Plaintiff's Motion for August 6, 2024
Summary Judgment
Declaration of Andrew Moratzka in Support of Plaintiff's Motion for August 6, 2024
Summary Judgment
Plaintiff's Motion to Seal Exhibit A to Gorman Declaration and Exhibit H August 6, 2024
to Moratzka Declaration
Defendant's Motion for Partial Summary Judgment Regarding Count VI August 6, 2024
Declaration of B. Epley in Support of Motions for Partial Summary August 6, 2024
Judgment Re Count VI
Defendant's Unopposed Motion to Seal Exhibit A to Epley Declaration August 6, 2024
Defendant's Memorandum ISO Motion to Seal Exhibit A to Epley August 6, 2024
Declaration
Order Granting Defendant's Unopposed Motion to Seal Exhibit A to Epley August 7, 2024
Declaration
Second Motion to Compel August 9, 2024
Memorandum in Support of Second Motion to Compel August 9, 2024
AMENDED NOTICE OF APPEAL - 6

Document Date Filed
Declaration of Andrew Moratzka in Support of Second Motion to Compel August 9, 2024
Declaration of Jennifer Palmer in Support of Second Motion to Compel August 9, 2024
Defendant's Expert Witness Disclosure August 9, 2024
Memorandum Decision and Order re Motions Heard on May 22, 2024 August 14, 2024
Response in Opposition to Defendant's Motion for Protective Order August 16, 2024
Defendant's Response to Plaintiff's Second Motion to Compel Discovery August 16, 2024
Responses
Supplemental Declaration of Brian S. Epley in Support of CBF's Motion
for Protective Order and Opposition to Plaintiff's Second Motion to August 16, 2024
Compel
Defendant's Opposition to Plaintiff's Motion for Summary Judgment August 21, 2024
Declaration of Sergey Tarasov in Support of Defendant's Opposition to August 21, 2024
Plaintiff's Motion for Summary Judgment
Defendant's Reply in Support of Motion for Protective Order August 21, 2024
Order Granting Motion to Seal Exhibit A to Gorman Declaration and August 21, 2024
Exhibit H to Moratzka Declaration
Plaintiff's Motion for Reconsideration August 27, 2024
Memorandum in Support of Plaintiff's Motion for Reconsideration August 27, 2024
Declaration of Andrew Moratzka in Support of Motion for Reconsideration August 27, 2024
Reply in Support of Plaintiff's Motion for Summary Judgment August 28, 2024
Declaration of Andrew Moratzka in Support of Plaintiff's Reply in Support August 28, 2024
of Motion for Summary Judgment
Order Denying Plaintiff's Motion for Summary Judgment and Requests for September 9, 2024
Judicial Notices
Order Denying Defendant's Motion for Partial Summary Judgment September 13, 2024
Regarding Count VI as Moot
Order Denying Plaintiff's Second Motion to Compel and Granting September 17, 2024
Defendant's Motion for Protective Order
Defendant's Opposition to Plaintiff's Motion for Reconsideration October 2, 2024
AMENDED NOTICE OF APPEAL - 7

Document Date Filed
Reply in Support of Plaintiff's Motion for Reconsideration October 2, 2024
Second Declaration of Andrew Moratzka in Support of Motion for October 7, 2024
Reconsideration
Plaintiff's Trial Brief October 31, 2024
Defendant's Trial Brief October 31, 2024
Memorandum Decision and Order Denying Plaintiff's Motion for November 1, 2024
Reconsideration
Defendant's Findings of Fact and Conclusions of Law January 3, 2025
Plaintiff's Proposed Findings of Fact and Conclusions of Law January 3, 2025
Memorandum Decision and Order Re Court Trial February 28, 2025
Judgment April 7, 2025
Defendant's Memorandum of Costs and Attorney Fees April 24,2025
Declaration of Brian S. Epley in Support of Defendant's Memorandum of April 24, 2025
Costs and Attorneys' Fees
Amended Judgment April 25, 2025
Plaintiff's Motion to Disallow Costs and Fees May 7, 2025
Memorandum is Support of Plaintiff's Motion to Disallow Costs and Fees May 7, 2025
Declaration of Andrew P. Moratzka in Support of Motion to Disallow May 7, 2025
Costs and Fees
Defendant's Opposition to Idaho Forest Group LLC's Motion to Disallow May 14, 2025
Costs and Fees
Declaration of Brian S. Epley i�pport of Defendant's Opposition to May 14, 2025
Idaho Forest Group LLC's Motion to Disallow Costs and Fees
Reply in Support of Plaintiff's Motion to Disallow Costs and Fees May 19, 2025
Memorandum Decision and Order Re: Defendant's Motion For Attorney June 26, 2025
Fees and Costs
Second Amended Judgment June 26, 2025
AMENDED NOTICE OF APPEAL - 8

7. Appellant designates all exhibits that were offered or admitted at trial.
8. Appellant certifies as follows:
a. That a copy of this notice of appeal has been served on each reporter of
whom a transcript has been requested:
Michelle Blazer
Official Court Reporter
Bonner County Courthouse
215 S. First Avenue
Sandpoint, ID 83864
[e-mail]
b. That the clerk of the district court has been paid the estimated fee for
preparation of the reporter's transcript.
C. That the estimated fee for preparation of the clerk's record has been paid.
d. That the appellate filing fee has been paid.
e. That service has been made upon all parties required to be served pursuant
to I.A.R. 20.
DATED: August 1, 2025 STOEL RIVES LLP
Is/W. Christopher Pooser
Andrew P. Moratzka(pro hac vice)
W. Christopher Pooser
Attorney for Plaintiff Idaho Forest Group LLC
AMENDED NOTICE OF APPEAL - 9

CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on August 1, 2025, I served a true and correct copy of the
within and foregoing AMENDED NOTICE OF APPEAL upon the following named parties by
the method indicated below, and addressed to the following:
Tyler R. Whitney [ ] Via U.S. Mail
Richard G. Lorenz [ ] Via Facsimile
Brian S. Epley [ ] Via Overnight Mail
CABLE HUSTON LLP [ ] Via Email
1455 SW Broadway Ave., Suite 1500 [x] Via iCourt efile & Serve
Portland, OR 97201-3412 [e-mail]
[e-mail]
[e-mail]
Andrakay Pluid [ ] Via U.S. Mail
Office of the City Attorney [ ] Via Facsimile
for the City of Bonners Ferry [ ] Via Overnight Mail
P.O. Box 149 [x] Via Email
Bonners Ferry, ID 83805 [e-mail]
[ ] Via iCourt efile & Serve
Michelle Blazer [ ] Via U.S. Mail
Official Court Reporter [ ] Via Facsimile
Bonner County Courthouse [ ] Via Overnight Mail
215 S. First Avenue [x] Via Email
Sandpoint, ID 83864 [e-mail]
[ ] Via iCourt efile & Serve
/s/W. Christopher Pooser
W. Christopher Pooser
AMENDED NOTICE OF APPEAL - 10

2Z) l:i c. 31
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE ATATXzQ
IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAHO FOREST GROUP LLC, ) CASE NO. CV11-23-0271
Plaintiff, ) AMENDED JUDGMENT'
VS. )
CITY OF BONNERS FERRY, )
Defendant. )
1
JUDGMENT IS ENTERED AS FOLLOWS:
All claims by Plaintiff Idaho Forest Group LLC against Defendant City of Bonners Ferry
in the above-referenced action are hereby dismissed with prejudice.
DATED: April 25, 2025
Lamont C. Berecz
District Judge
The parties did not receive the copies of the Judgment served upon them by the Clerk of Court on April 7, 2025.
This Amended Judgment has been entered solely to rectify that failure of service.No changes to the language of the
Judgment have been made. Post judgment motion deadlines run from the date of entry of this Amended Judgment.
AMENDED JUDGMENT- 1

CERTIFICATE OF SERVICE
I hereby certify that a true and correct copy of the foregoing was served by electronic mail
on April 25, 2025 ,to:
Attorneys for Defendant
Andrakay Pluid
apluidgbonnersferr. .id.gov
Richard G. Lorenz,pro hac vice
rlorenzgcablehuston.com
Brian S. Epley,pro hac vice
bepleygcablehuston.com
Tyler R. Whitney
[e-mail]
Attorneys for Plaintiff
Andrew P. Moratzka,pro hac vice
andrew.moratzkagstoel.com
Nicole C. Hancock
nicole.hancockgstoel.com
Jennifer S. Palmer
jenny.palmerga stoel.com
Deputy Clerk
AMENDED JUDGMENT-2

Filed:06/26/2025 15:33:17
First Judicial District, Boundary County
Glenda Poston,Clerk of the Court
By:Deputy Clerk- Byars,Sarah
IN THE DISTRICT COURT OF THE FIRST JUDICIAL DISTRICT OF THE.STATE: ("
IDAHO, IN AND FOR THE COUNTY OF BOUNDARY
IDAI-10 FOREST GROUP LLC, ) CASE NO. CV11-23-0271
Plaintiff, ) SECOND AMENDED JUDGMENT
VS. )
CITY OF BONNEIIS FERRY, )
Defendant. )
JUDGMENT IS ENTERED AS FOLLOWS:
All claims by Plaintiff Idaho Forest Group LLC against Defendant City of Bonners Ferry
in the above-referenced action arc hereby dismissed with prejudice.
Defendant City of Bonncrs Ferry is awarded, as against Plaintiff Idaho Forest Group
LLC, a total money .judgment of $623,771.68, plus post judgment interest at the legal rate of
10.125% from the date of entry of this Second Amended Judgment until satisfied.
DATED this day of June, 2025.
j
HoKorable Lamont C. Berecz
Distriet.fudge
SECOND AA1F.N1)H).IUDCMENT- 1

CERTIFICATE OF SERVICE:
_1 hereby certilj, that a true Lind correct coley cif the toregoing was served by electronic mail
on . - '
Attorneys for Defendant
Andrakar Pluid
apluid y bonncrsfcrDjd.!-,oy
Richard G. Lorenz,pro hac• vice
rlorenz'ii cablehtiston.com
Brian S. lipley.pro hac Mice
bepley ti,cablehuston.com
Tyler R. Whitney
t�vhitncv ti cable h Liston.com
!Attorneys for Plaintiff
Andrew P. Moratzka,pro htic vice
andrew.moratzka(iiistocl.com
Nicole C. 1 lancock
nicole.hancock!ii).stoel.com
Jennifer S. Palmer
icnny.palme a stoel.com
bcput}1 Clerk
SECOND AME.NDN.D.IUDGWNT-2

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