20180829Application.pdf

Avista Corp.
141 1 East Mission P.O. Box 3721
Spokane. Washington 99220-0500
Telephone [phone]
Toll Free 800-727-9170
August 28,2018 Avw,;* r8-o?
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
472W. Washington St.
Boise, ID 83702
Attention: Ms. Diane Hanian, Commission Secretary
RE: Avista Corporation Sale of Property filing pursuant to Idaho Code $ 6l-328.
Dear Ms. Hanian,
Pursuant to Idaho Code $ 6l-328, please find enclosed for filing an original and three copies of
the "Agreement for the Purchase and Sale of the Cheney and Four Lakes Tap Lines" and the
"Transfer of Ownership Agreement" between Avista Corp. ("Avista") and Bonneville Power
Administration ("BPA").
Pursuant to an agreement with BPA (attached hereto as Attachment A), Avista acquired certain
tap lines and easements associated with those tap lines, which are described in that agreement as
the Four Lakes Tap Line and the Cheney Tap Line ("Facilities"). The purchase price for the
Facilities was $0. As consideration for the Facilities, Avista transferred the Avista Hatwai 230 kV
power breaker to BPA pursuant to a separate Transfer of Ownership Agreement, Contract No.
1 8TX- 1663 1 (See Attachments B - C).t This asset was selected because the Hatwai 230 kV power
breaker was an oddity where an Avista owned breaker resided in a Bonneville Power
Administration (BPA) substation. Given the federal reliability standards owning a power breaker
in BPA's substation created burdensome compliance difficulties for both Avista and
BPA. Maintenance and access to the breaker were also becoming increasingly difficult with
heightening security precautions. Additionally, the power breaker at Hatwai was installed to
BPA's specifications and was an Avista non-standard piece of equipment. The Facilities that
Avista is acquiring are tap lines comprised of approximately 15 miles of BPA's llskv
transmission assets in the Airway Heights, Washington area. The acquired assets currently reside
I Concurrent with this transaction, BPA is acquiring Avista's 230kV power circuit breaker and appurtenant equipment
that is located within BPA's Hatwai 500/230kV Substation.
Page I of2
Y
Ai,tvtsta
within Avista's Balancing Authority Area, are physically and electrically separate from BPA's
main transmission network, and are entirely surrounded by Avista's transmission system. The
acquired assets provide transmission interconnection and load service to two of BPA's wholesale
utility customers. Avista provides Network Integration Transmission Service to BPA for service
to these two wholesale utility customers. Ownership and maintenance of equipment inside another
entity's station has presented administrative burdens to both parties in their efforts to comply with
certain NERC standards. The Transaction will simplify both parties' ability to comply with
mandatory NERC reliability standards governing the operation and maintenance of Bulk Electric
System equipment.
The Transactions are necessary to enable both parties to better comply with mandatory reliability
standards goveming maintenance of bulk electric system equipment. The Transactions eliminate
Avista's ownership of an asset inside one of BPA's stations, thereby simplifuing operation and
maintenance responsibilities.
The Transactions are in the Public Interest
In evaluating consistency with the public interest, the Commission focuses on: (a) That the
transaction is consistent with the public interest; (b) That the cost of and rates for supplying service
will not be increased by reason of such transaction; and (c) That the applicant for such acquisition
or transfer has the bona fide intent and financial ability to operate and maintain said property in
the public service. These transactions will not change rates for service, and does not raise the
possibility of any rate increases for existing cost-based wholesale power sales customers or
transmission customers. The only potential impact on rates is the recovery of costs and expenses
of any incremental operation and maintenance ("O&M") performed by Avista on the subject
facilities. Such incremental cost and expense of O&M will be offset by reduced O&M as a result
of the transfer of certain facilities to BPA. Accordingly, any O&M performed on the subject
facilities we believe will have a de minimis effect on rates. The Transactions also have no adverse
effect on the rates for wholesale power sales. Avista makes wholesale power sales pursuant to its
Commission-accepted market-based rate tariff. The Commission has concluded that such market-
based rate sales do not raise any concerns about a transaction's possible adverse effects on rates.
Avista respectfully requests that the Commission complete its review of this agreement and
promptly notify the Company if is believes that the agreement is inconsistent with public interest.
Please direct any question regarding this filing to Jennifer Smith at [phone].
P D. Ehrbar
Director of Regulatory Affairs
Page2 of2
1L,ru6 WrP \<&V'e I o rv, t\J '_l) ().i t\
-rn4
Contract No. 18TX- 16630
AGREEMENT FOB THE PURCHASE AND SALE OF
THE CHENEY AND FOUR LAKES TAP LINES
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWEB ADMINISTRATION
and
AVISTA CORPORATION
This AGREEMENT FOR THE PURCHASE AND SALE OF THE CHENEY AND
FOUR I,AKES TAP LINES (Agreement) is made and entered into as of this Z3-4ay of
\r '\ .., 2018, by and between AVISTA CORPORATION (Buyer) and the UNITED
STATES OF AMERICA, Department of Energy, acting by and through the BONNEVILLE
POWER ADMINSTRATION (Seiler), under and pursuant to the powers and authority
contained in the Act of August 20, 1937, (16 U.S.C. S832a), as amended, and applicable
orders and regulations promulgated thereunder. Buyer and Seller are separately and
jointly referred to in this Agreement as "Party" and "Parties," respectively.
Subject to the following conditions, Seller agrees to sell and Buyer agrees to buy the
Four Lakes Tap Line and the Cheney Tap Line, collectively referred to herein as the "Tap
Lines." The Four Lakes Tap is identified as Seller's Four Lakes Tap to Buyer's Sunset-E.
Colfax No. 1 115-kV line (Four Lakes Tap), approximately 5.92 miles in length. The
Cheney Tap is identified as Seller's Cheney Tap to Buyer's Silver Lake-Sunset No. 1 115-kV
line (Cheney Tap), approximately 9.03 miles in length. The Tap Lines are situated in
portions of Sections 13 &24, Township 23 North, Range 4l East; Sections 6, 7 & 18,
Township 23 North, Range 42East; Sections 7, 12, 13 & 24, Township 24 North, Range 41
East; Sections 7, 19, 30, 31, 32,33, 34, 35 & 36, Township 24 North, Range 42 East,
Willamette Meridian, Spokane County, Washington, further described in Exhibit A.
The Tap Lines and corresponding land rights (easements and fee) are together
referred to herein as the "Property."
For and in consideration of the provisions of this Agreement, Selier and Buyer agree
as follows:
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 1 of23
1.PURCHASE PRICE
The total purchase price is $0. Seller is transferring title to the Property to Buyer in
exchange for Buyer transferring to Seller title to certain equipment pursuant to the
Transfer of Ownership Agreement, Contract No. 18TX-16631.
PAYMENT TERMS
Not applicable.
C ONI\IEYANCE INSTRUMENTS
Bill of Sale for Facilities, Equipment and Fixtures
Seller will seli the Tap Lines to Buyer by bill of sale (BiIl of SaIe). The form
of 8il1 of Sale is substantially as shown in Exhibit A, and the facilities,
equipment and fixtures are as listed and described in Exhibit A, Attachment
No. 1.
&)Assignment of Easements
Seller shall assign to Buyer the easements associated with the Tap Lines
(Assignment). The form of Assignment is substantially as shown in
Exhibit B.
(c)Quitclaim Deed
Seller shall quitclaim fee property associated with the Tap Lines to Buyer
(Quitclaim). The form of Quitclaim Deed is substantially as shown in
Exhibit C.
Seller shall sign and deliver the above listed instruments to Buyer upon execution of
the Agreement.
Seller shall record the Assignment and Quitclaim and provide the originals to Buyer
upon receiving the recorded documents from the county.
EFFECTIVE DATE
The effective date @ffective Date) of this Agreement shall be the date on which the
Iast party executes this Agreement. The Effective Date will be inserted on the first
page of this Agreement when such date is determined.
2.
3.
(a)
4,
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 2 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page2 ot23
D.RISK OF LOSS; RELIABILITY STANDARDS
The cost of loss or damage to the Property shall be upon Seller until the Effective
Date.
The cost of loss or damage to the Property shall be upon Buyer as of the Effective
Date.
Although titie and interest to the Property will remain with Seller until the
conveyance instruments are executed, the Parties agree that the benefits and
burdens of ownership, including adherence to all applicable Western Electricity
Coordinating Council and North American Electric Reliability Corporation
reliability standards and policies, shall pass from Seller to Buyer from and as of the
Effective Date of this Agreement.
AUTHORITY TO ENTER INTO AGREEMENT
Buyer shall provide Seller with a written resolution adopted by its governing body
showing unquali.fied approval of and authority for the President of Buyer to execute
this Agreement.
Each Party to this Agreement, and each individual signing on behalf of each Party,
hereby represents and wanants to the other that such Party has full power and
authority to enter into this Agreement and that the execution, delivery, and
performance of this Agreement is fully authorized and approved, and that no further
corporate approvals or consents are required to bind such Party.
SUR\rEY
In the event a survey ofthe Property is required, such survey shall be obtained by
Buyer at its own expense. Any survey obtained or performed by Buyer, or its
contractor, shall be under the direct guidance and supervision ofSeIIer, or shall be
performed by Seller at the expense of Buyer.
SOLD ..AS IS"
Buyer agrees that the Property sold by Seller is sold on an "AS IS" basis. The
Parties acknowledge that Buyer has had adequate opportunity to inspect the
Property prior to the time of this Agreement.
ENIVIRONMENTAL CONDI TION
As of the Effective Date, Buyer shail assume sole and complete frnancial
responsibility for any and all necessary costs, and perform or cause to be performed
any and all necessary actions (including but not Iimited to removal, investigation, or
remediation), associated with the presence of hazardous substances, contaminants,
pollutants, or petroleum products which may be discovered within the area of the
Property, whether or not the presence ofhazardous substances, contaminants,
pollutants, or petroleum products is attributable to Seller's past ownership and
operations.
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 3 of 10
6.
7
8.
I
Aftachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 3 of 23
10.
Buyer hereby indemnifies, releases, and holds Seller harmless from any financial
obligation Buyer may have relating to the environmental condition of the Property
described above, including costs associated with the removal or replacement of
equipment sold under this Agreement.
RESERVATIONS
Not applicable.
CONTINGENCIES
Execution of the conveyance instruments by Seller and Buyer shall be contingent
upon the transfer and conveyance of that certain equipment identified in the
Transfer of Ownership Agreement, Contract No. 18TX-16631.
SUCCESSORS AND ASSIGNS
The terms and conditions of this Agreement are binding on all successors and
assigns of the Parties, and will survive the transfer of title to the Property.
STANDARD PROVISIONS
Amendment
No amendment of this Agreement shall be of any force or effect unl.ess set
forth in a written instrument signed by authorized representatives of each
Party.
(b)Entire Agreement
This Agreement, including documents expressly incorporated by reference,
constitutes the entire agreement between the Parties. It supersedes all
previous communications, representations, or contracts, either written or
oral, which purport to describe or embody the subject matter of this
Agreement.
(c)No Third Party Beneficiaries
This Agreement is made and entered into for the sole benefit of the Parties,
and the Parties intend that no other person or entity shall be a direct or
indirect beneficiary of this Agreement.
(d)Uncontrollable Forces
The Parties shall not be in breach of their respective obligations to the extent
the failure to fulfiIl any obligation is due to an Uncontrollable Force.
"IJncontrollable Force" means an event beyond the reasonable control of, and
without the fault or negligence of, the Party claiming the Uncontrollable
Force, that prevents that Party from performing its contractual obligations
under this Agreement and which, by exercise of that Party's reasonable care,
diiigence and foresight, such Party was unable to avoid. Uncontrollable
Forces include, but are not limited to:
11.
12.
L3.
(a)
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 4 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 4 of 23
(1)
(2)
(3)
strikes or work stoppage;
floods, earthquakes, or other natural disasters; terrorist acts; and
final orders or injunctions issued by a court or regulatory body having
competent subject matter jurisdiction which the Party claiming the
Uncontrollable Force, after diligent efforts, was unable to have stayed,
suspended, or set aside pending review by a court sfssmpetent subject
matter jurisdiction.
(d)
Neither the unavailability of funds or financing, nor conditions of national or
local economies or markets shall be considered an Uncontrollable Force. The
economic hardship of either Party shall not constitute an Uncontrollable
Force. Nothing contained in this provision shall be construed to require
either Party to settle any strike or Iabor dispute in which it may be involved.
If an Uncontrollable Force prevents a Party from performing any of its
obligations under this Agreement, such Party shall: (1) immediately notifu
the other Party of such Uncontrollable Force by any means practicable and
confirm such notice in writing as soon as reasonably practicable; (2) use its
best efforts to mitigate the effects of such Uncontrollable Force, remedy its
inability to perform, and resume full performance of its obligation hereunder
as soon as reasonably practicable; (3) keep the other Party apprised ofsuch
efforts on an ongoing basis; and (4) provide written notice of the resumption
of performance. Written notices sent under this section must comply with
section 14, Notices.
Waiver
No waiver of any provision or breach of this Agreement shall be effective
unless such waiver is in writing and signed by the waiving Party, and any
such waiver shall not be deemed a waiver of any other provision of this
Agreement or any other breach of this Agreement.
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 5 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 5 of 23
\4.
15
16.
t7.
NOTICES
Any notice or other communication related to this Agreement shall be delivered in
person, or with proof of receipt by email, facsimile, First Class Mail or overnight
delivery service. Notices are effective on the date received. Either Party may
change the contact information by providing notice of such change to the following
person and address:
To Avista Corporation:To Bonneville Power Administration
1411 East Mission Avenue
Spokane, WA 992A2-2600
Attention: Jeff SchlectTitle: Senior Manager, FERC
Policy and Transmission
Services
Phone: [phone]
Fax: [phone]
Email: [e-mail]
a Exhibit A
Exhibit A, Attachment No. 1
Attention: Transmission Account
Executive for Avista
Corporation - TSE/TPP-2
Phone: [phone]Fax: [phone]
Email: txsalescontracts@,bp a. sov
BilI of Sale
Cheney and Four Lakes Tap Lines,
Bonneville Power Administration
Equipment to be Released to Avista
Corporation
First Class Mail:
Bonneville Power Administration
P.O. Box 61409
Vancouver, WA 98666
Overnight Delivery Service:
Bonneville Power Administration
905 NE I1th Avenue
Portland, OR 97232
ADDITIONAL DOCUMENTS
Seller and Buyer agree to execute such additional documents, including escrow
instructions, as may be reasonable and necessary to carry out the provisions of this
Agreement.
GOVERNING LAW
Interpretation of this Agreement shall be governed by Federal law, where
applicable. Where Federal law is not applicable, this Agreement shall be governed
by the laws of the State of Washington.
EXHIBITS
All exhibits attached are hereby incorporated and made a part of this Agreement by
reference.
18TX- i6630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 6 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 6 of 23
a Exhibit B
Exhibit No. 1 to Exhibit B
a Exhibit C
Assignment of Easements
Land Rights Transferred from Bonneville
Power Administration to Avista Corporation
Quitclaim Deed
18.SIGNATURES
This Agreement may be executed in several counterparts, aII of which taken
together will constitute one single agreement. The Parties have executed this
Agreement as of the last date indicated below.
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 7 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement PageT ol 23
ISELLERI
Dated,r,* l9*, "r 2018
UNITED STATES OF
Department of Energy
Bonneville Power Administration
f.
Angela De Senior Transmission Account Executive
SaIes
CA
U^n-By:
Date
STATE OF WASHINGTON
County of Clark
On this day personally appeared before me Angela DeClerck, known to me to be the
Customer Account Executive Transmission Sales, Bonneville Power Administration, who
subscribed to and executed the within and foregoing instrument and acknowledged that she
signed the same as her free and voluntary act and deed for the uses and purposes therein
mentioned.
GI\tsN und.er my hand and ofEcial seal this lqa day of -lt rl. ,2018.
AOELLE L HARRIS
NOTARYPUBLIC
Stetc of Wrchlngton
MyCommlsclon ExPlres
JulY7,2O21
Notary Public for State of Washington
County of Clark
dr'\v'vr:r
)
)
)
ss:
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 8 of 10
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 8 of 23
(1^l^, t't )a ru0
My Commission
Print Name
ERI
By:
Michael J
Real Property
Date r
STATE OF OREGON )
) ss:
County of Multnomah )
On this day personally appeared before me Mike DeKlyen, known to me to be the Realty
Specialist, Real Property Services, Bonnevilie Power Administration, who subscribed to and
executed the within and foregoing instrument and acknowledged that he signed the same
as his free and voluntary act and deed for the uses and purposes therein mentioned.
GNEN und.er my hand and offieial seal this 23"1 d"y of -}r[Y , 2018.
t^i :i\*-q,a )rr-Pt-t- /#*
Notary Public for Stat6 of
County of Multnomah LltlMy Commission
Print Name t",r.J..\t4
s
a
o${on
,n A.J
@
OFFICIAL STAT'P
WILLIAM JOSEPH ZMMERMAN
NOTARY PUBUC.OREGON
coMMlsstoN No. 936201
2019MY C0Ml,llSSl0tl EXPIRES
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and SaIe ofthe Cheney and Four Lakes Tap Lines
Page 9 of 10
Aftachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 9 of 23
IBTIyERI
A\'ISTA CORPORATION
Dennis Vermillion, President,
Avista Corporation
By /9
Date
STATE OF WASHTNGTON )
) ss:
County ofSpokane )
On this day personally appeared before me Dennis Vermillion, known to me to be the
President, Avista Corporation, who subscribed to and executed the within and foregoing
instrument and acknowledged that he/she signed the same as his/her free and voluntary act
and deed for the uses and purposes therein mentioned.
GIVEN under my hand and ofEcial seal this telV day of 2018
EDE Notary Public for State of Washington
County of Spokane
l0TAR)z
My
Print Name
Pueutc
Op
,rarJll 1l
18TX- 16630, Avista Corporation
BPA Case No. 20150101
Agreement for the Purchase and Sale ofthe Cheney and Four Lakes Tap Lines
Page 10 of l0
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 10 of23
t1cv,d . (?/l+/tt a-t /0'17 a*-, vl u rr-/ t y . Ctrkl
EXHIBIT A
BILL OF SALE
The UNITED STATES OF AMERICA, Department of Energy, acting by and through the
BONNE\r{LLE POWER ADMINSTRATION (Seller) does hereby sell to AWSTA
CORPORATION (Buyer) and its assigns, for good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the faciiities, equipment and fixtures of
the Four Lakes Tap to Buyer's Sunset-E. Colfax No. 1 115-kV }ine (Four Lakes Tap) and the
Cheney Tap to Buyer's Silver Lake-Sunset No. 1 115-kV line (Cheney Tap), collectively
referred to herein as the "Tap Lines."
The Tap Lines are located in in portions of Sections 13 & 24, Township 23 North, Range 41
East; Sections 6, 7 & 18, Township 23 North, Range 4?East; Sections 'i, L2, L3 & 24,
Township 24 North, Range 41 East; Sections 7, 19, 30, 31,32,33,34,35 & 36, Township 24
North, Range 4?East, Willamette Meridian, Spokane County, Washington. The facilities
and fixtures sold in this agreement are described in Exhibit A. Attachment No.1, attached
herein and made a part hereof.
Seller and Buyer have entered into an Agreement for the Purchase and Sale of the Cheney
and Four Lakes Tap Lines (Agreement) dated 23 ,2018. AII terms and
conditions of the Agreement are incorporated nGfuv *is reference.
The facilities, equipment and fixtures described in Exhibit A, Attachment No. 1, were
assigned for disposal pursuant to authority contained in the Act of August 20, 1937 (16
U.S.C. $ 832a), as amended, and applicable orders and regulations promulgated
thereunder.
Buyer understands and agrees that the Tap Lines are being conveyed "AS-IS" and without
warranties of any kind. Seller disclaims all implied or express warranties, including,
without limitation, warranties of fitness or merchantability.
18TX- 16630, Avista Corporation
Case No. 20150101
Exhibit A
BiIl of Sale
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 1 of 3
Page 11 of23
/lcv,a{. to/t+/tS a-f /A'/Tarnnotaf {x.O,
The conveyance of the 1'ap Lines shall be efI'ective upon the last signature of the Parties
below.
Dated this 7) day of
UNITED STATES OF AMERICA
Department of Energv
Bonneville tion
2018.
r
\{ichael J
Realty Specialist, Real Property Services
STATE OF OREGON )
) ss:
)County of Multnomah
On this day personally appeared before me Mike DeKIyen, known to me to be the Realty
Specialist, Real Property Services, Bonnevi.lle Power Administration, who subscribed to and
executed the within and foregoing instrument and acknowledged that he signed the same
as his free and voluntary act and deed for the uses and purposes therein mentioned.
GI\aEN under rny hand and official seal tt is }jd day of "-\,-, tf 2018.
Notary Public State of
2019
County of Multnomah
My Commission expires
Print Name \Aca
F* ht ,q, \ bQ',Jut I2N
18TX- 16630. Avista Corporation
Case No. 20150101
Exhibit A
Bill of Sale
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 2 of 3
Page 12 ot 23
(
t1crd. t/t+/x lf /0:lA*,, 1,0'- frc/ tx 67n
Accepted By:
AVISTA CORPORATION
Dated this _ day of 2018.
Date
€,2018
Dennis Vermiilion, President
Avista Corporation
STATE OF WASHINGTON
County of Spokane
On this day personally appeared before me Dennis Vermillion, known to me to be the
President, Avista Corporation. who subscribed to and executed the within and foregoing
instrument and acknowledged that he/she signed the same as hislher free and voluntary act
and deed for the uses and purposes therein mentioned.
GI\.IEN under my hand and official seal thi" lZ'
j 'day of
-b, l-itt^- ! ,L t- <i-l
)
) ss:
)
L,l-t .tt <-, 2018
tllll
EDE
Notary Public for State of Washington
County of Spokane lJo$tg0TAR),
PUBLIC
My Com
Print Name
,r0a-
iSTX- 16630. Avista Corporation
Case No. 20150101
Exhibit A
Bill of Sale
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 3 of 3
Page 13 of23
By:
hCl'd.. b/l+/lY *T lo r t arn n^- rzet L-x ' O/r)
Location Position Dispatch No.Manufacturer Year Installed
Irour l,akes
Substation I I1l KY Silver Lake Tap Il. r ?29 Pennsl'lvania
Transfbrmer TW-2 r 971
Irour l,akcs
Substation I 15 K\'Sunset-Colf'nx 1]-l 730 Pennsl'lvania
Tlansfilrmer'I\\'-2 l 97l
Irour Lakcs
Substat'ion I l5 K\Chcncl'Tap I]-t 731 Pcnnsl'lvania
'Iransfrrrmer TV\'-2 I97r
Four l,akes
Substation I 15 K\Silver l,akc Tap 70n3
l'our L,akes
Substation itb XY Sunset-C,olfax 708.1
I.irur Lakos
SubstationllSK\'Chencl''l'ap 70ti5
Chcnc'1'Tap to Silver
Lake-Sunsct l1;-r kV
linc
STII 1/2 R-l732 ,\llis Chalmcrs I97t
Four l.akcs Tap to
Sunset-Flast Colfax
I 15 kY linc
STR I/2 I1-239 Pacific Illectrit:I 052
EXHIBIT A, ATTACHMENT NO. 1
CHENEY AND FOUR LAKES TAP LINES,
BONNEVILLE POWER ADMINISTRATION EQUIPMENT
TO RELEASE TO AVISTA CORPORATION
18TX-16630, Avista Corporation Page 1 of 2
Case No. 20150f01
Exhibit A, Attachment No. 1
Cheney and Four Lakes Tap Lines. Bonneville Power Administration Equipment to Release to
Avista Corporation
Attachment A - e heney-Four Lakes Purchase and Sale Agreement Page'14 ot 23
Quantitv
BPA Equip.
NumbersDescription Position
Age of
Equipment
Cheney Tap
Disconnect S*'.,1 1 5k\-. Group Operated, 1 600A lea D09r66 B-171t2 1971
I']Ol,E Vr"lTH CROSSARIU/GU\'l,ump CHII\'1'-S]SU I 971
I'OI-E \\'1TH CItOSS.{R]\{/GUY Lurnp CHTJYT.S]SU 19i2
POLBS & FIXTURBS, POI,l,ump CHEYT.SISU 2{t02
I)OI,E \\1TH CROSS,\RI1/GU\'CHD\'T.S]SU 201 1
POLE \\'ITH CROSSAR]\'GU\'Lump CHEYT.SISU 20i {
OH CONDU CTOR/I,! NI' H]t])\\'R CHT]YT-S]SU I 97I
OH CONDUCTOR/],INE HRD\\'R CHE)'T.SISU 19i2
OH CONDUCTOR/],INE H]tI)\\'R CHEYT-SISU 201 I
OHG\\' & Counterpoise, Contirruous, u'/.\r'g Ctr I)oise 0.8 mile CHIi)'T.SISU I 971
Four Lakes Tap
Disconnect Ss'.,1 l5k\', Group Operated,l600A lea D0.t20u Il-239 I {)ir2
I'OI,E \I'ITH CITOSSARMICU\Lump FOI,}iT-SUDC l 953
I'OLE \A'ITH CROSSAR]\,I/GU\Lump T.OI,KT.SUIJC l97ll
POI,E \\'ITH CROSSARI\I/GUI l,ump IiOI,KT.SUEC l 9u0
POLE \\ ITH CIIOSSARI\1/GTI\Lump t,'ot,K1'-sutic lgtJ.l
POLE \\'ITH CROSSARII/GU\Lump FOI,IiT-SUEC l 989
POI,fi \\'ITH CROSSARIT/GU\Lump I 902]..Oi,IiT.SUEC
Lump],OI,E \\'ITH CROSS,\RI\l/GLIY T.OLKT.SLTEC 200r]
POLF] \\'ITH CROSSARIU/GU\'Lump }.OL}iT.SUEC 200u
I'OI,E WITH C}IOSSAR]\4/G U)'Lurnp rOL}i?.SUEC 20t 0
LumpPOLE \\'ITH CROSSAITIYGU\'}.O],KT.SUEC 2011
l,umpOH CONI)U C']'O]I/I,] Nli H ITI)WR l'ot-ti't'-sLTFlc 201it
OH CONI)UCTOR/I,INiJ HITD\l'R 9il.777lnfi ITOI,Kl'.SUEC r 953
OH CONDUCTOIT/],INE H]TD\\'IT I.'OI,K']'.SLTHC 201 5
O\'EITH ]IAD GROUNI) \\'IRI'S IIOJ.KT.SUHC I 9;-rll
Four Lakes Substation
I)isconncet Su'.,I I5k\'. Group Opcrated.(i00-{Ica I)002 t I B-tT2!)t 97l
lca D02{t.t I B-t ?;to 1 971I)isconncct Su'.,1 I5k\'. Group Oporatcd,(i(X)-{
I)isconnect Su,.. I I5k\', Group Operated.600A lea l)0213r.t Il- I 7;ll I 971
18TX-16630. Avista Corporation Page 2 of 2
Case No. 20150101
Exhibit A, Attachment No. 1
Cheney and Four Lakes Tap Lines. Bonneville Power Administration Equipment to Release to
Avista Corporation
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement Page 1 5 of 23
Stcv'd-. b/ /r/l L.f /o't t /ur1 m ^. ret Cx (5rr
ASSIGNMENT OT EASEMENTS
AFTER RECORDING, RETURN TO
Bonneville Power Administration
TERP-3
P.O. BOX 3621"
PORTLAND, OR 97 208-9621
Legal description: A portion of Sections
13 & 24, Township 23 North, Range 41
East; Sections 6, 7 & 18, Township 23
North, Range 42 East; Sections 7, 12, 13
& 24, Township 24 North, Range 41 East;
Sections 7, 19,30, 31, 32, 33, 34, 35 & 36,
Township 24 North, Range 42 East, WM.,
Spokane County, Washington, as
described in Exhibit A
BPA Lead Tract No.: CY-T-1-A-1
ASSIGNMENT OF EASEMENTS
This ASSIGNMENT OF EASEMENTS ("Assignment") is made and entered into, by and
between the UNITED STATES OF AMERICA ("the United States" or "Assignor") and
A\TISTA CORPORATION ("Avista" or "Assignee") and its assigns.
The United States is herein assigning easements utilized by the Department of Energy,
Bonneville Power Administration ("BPA").
The easements assigned herein are associated with BPA's rights-of-way for the Cheney Tap
to Avista's Silver Lake-Sunset No. 1 115-kV line ("Cheney Tap") and the Four Lakes Tap to
Avista's Sunset-E. Colfax No. 1 115-kV ("Four Lakes Tap").
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the United State and Avista agree as follows:
Easements. The easements listed in Exhibit 1, attached hereto and by this reference made
a part hereof, are together referred to as "the Easements."
Assisnment of Easements. The United States hereby assigns the Easements described
above to Avista.
18TX- 16330. Avista Corporation
Case No. 20150101
Exhibit B
Assignment of Easements
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page I of4
Page '16 of 23
Assumption of Obligations. Avista hereby accepts the foregoing assignrnent of Easements
and assumes the Easement obligations of the United States.
Warranty of Capacitv. The United States represents and warrants that it has full
authority to enter into this Agreement. and to make the assignments provided for herein.
Assignor and Assignee have entered into an AGREEMENT FOR THE PURCILA.SE AND
SALE OF THE CHENEY AND FOUR LAKES TAP LINES ("Agreement") dated
2018. All terms and conditions of the Agreement are
incorporated herein by this reference.
The Easements were assigned for disposal pursuant to authority contained in the Act of
August 20, 1937 (16 U.S.C. $ 832a), as amended, and applicable orders and regulations
promuigated thereunder.
\,,\., 23
18TX- 16330, Avista Corporation
Case No. 20150101
Exhibit B
Assignment of Easements
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 2 of 4
Page 17 of 23
l'tc-v,d. k/14/r? # /a;tlar-, v-ia_ fd€x. brrt
UNITED STATES OF AMERICA
Department of Energy
Bonnevilie Power Adrninistration
By
Realty Real
J
2018.
Services
STATE OF OREGON
County of Multnomah
)
) ss:
)
On this day personally appeared before me Mike DeKIyen, known to me to be the Realty
Specialist, Real Property Services, Bonneville Power Administration, who subscribed to and
executed the within and foregoing instrument and acknowledged that he signed the same
as his free and voluntary act and deed for the uses and purposes therein mentioned.
GI\IEN under my hand and official seal this 2 3 day of - l. ,\Y 2018.
@
OFFICIAI STAI,IP
WLLIATil JOSEPH ZMMERMAN
NOTARY PUBI.IG'OBEGON
coMMrssloN No. 93620t
MY COMMISSIOII EXPIRES FEERUARY 09, 201 9
Notary Public State
County of Multnomah
My Commission expires
Print Name tr.r . \\' ,r..
fl*.to,".rtrtlf tjq
-|..--dt {-'r-tr<
, )rrf
18TX- 16330, Avista Corporation
Case No. 20150101
Exhibit B
Assignment of Easements
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 3of4
Page 18 of23
Dated this 7 9 day otJ$-,
'l4cv,d- . b l t4 lt g et / a' 11 a.m vt 0-, f.d €x . (trr,
Accepted By:
AVISTA CORPORATION
Dated this
-
day of , 2018.
By el>2018
Dennis Vermillion, President
Avista Corporation
Date
STATE OF WASHINGTON
County of Spokane
On this da-v personally appeared before me Dennis Vermillion, known to me to be the
President, Avista Corporation, u,ho subscribed to and executed the within and foregoing
instrument and acknowledged that heishe signed the same as his/her free and voluntary act
and deed for the uses and purposes therein mentioned.
GI\EN under my hand and official seal thl. /-ll' ' dry of ';it' t t-<*2018
)
)ss
)
I -!){.L
te of Wr
q'
Notary Public for Sta
County of Spokane
My
Print Name
18TX- 16330. Avista Corporation
Case No. 20150101
Exhibit B
Assignment of Easements
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 4 of I
Page 19 of23
tlcr'c(. bll4lts Lf lo:t-lam v1 ^)F.J Ex. br-l
EXHIBIT 1, TO EXHIBIT B
LAND RIGHTS TRANSFERRED FROM
BPA TO A\ISTA CORPORATION
Cheney Tap to Four Lakes Tap to WWP East Colfax-Spokane
Tract lD Auditor's File Nos Recording
Filing lnfo Filing Dates
CY-T-1-A-1 Vol 46 Page 1433,4542t9 October 17,1969
CY-T-1-A-1R1 Vol 93 Page 647,555473 June 15, 1971
CY-T-2-A-2 Vol 44 Page 1983,450731 September 29,1969
CY-T-2-A-3 Vol 44 Page 1983,450731 September 29,1969
CY-T-2-A-5 Vol 44 Page t983,450731 September 29,1969
CY-T-2-A-6 Vol 44 Page 1983,450731 September 29,1969
CY-T-2-A-4 Vol 44 Page 1835,450628 September 26,1969
CY-T-2-A-7 Vol 42 Page 8t, 444294 August 20,7969
CY-T-3-A-8 Vol 68 Page 713, 503065 August 7, t969
CY-T-3-A-10 Vol 68 Page 713, 503056 August 7,1969
CY-T-3-A-9 Vol 63 Page 1518,492216 October 16,1969
CY-T-3-AR-0 Vol 63 Page 1518,49221.6 October 16, 1969
CY-T-3-A-9.1 Vol 50 Page 511,461689 October 3, 1969
CY-T-3-A-11 Vol 42 Page 1395,445746 August 28, t969
CY-T-3-A-12 Vol 45 Page 1639,454465 October 20,1969
CY-T-3-A-12.1 Vol 46 Page 1082,453923 October 16, 1969
CY-T-3-A-13 Vol 42 Page 84,444295 August 20, L969
CY-T-3-A-14 Vol 42 Page 1293,445584 August 27,L969
CY-T-3-A-15 Vol 42 Page 1398,445747 August 28,1969
CY-T-3-A-16 Vol 45 Page 1608,452377 October 7,1969
CY-T-3-AR-1P2 Vol 45 Page 7608, 452377 October 7,1969
CY-T-3-AR-1P4 Vol 46 Page 1886,454676 October 21,1969
Cy-T-3-A-17 Vol 43 Page 1985,448489 September 15, 1969
CY-T-3-A-18 Civil 3293, September 12,1969
CY-T-4-A-19 Civil 3303, october 2,1969
CY-T-3-AR-1P3 Civil 3303, october 2, L969
CY-T-4-A-20 Civil 3303, october 2,1969
CY-T-4-AR-1P1 Civil 3303, October 2,1969
CY-T-4-AR-1P2 Civil 3303, October 2, L969
CY-T-4-AR-2 Civil 3303, October 2, t969
CY-T-4-AR-3P1 Civil 3303, October 2,1969
CY-T-4-AR-3P2 Civil 3303, october 2, L969
CY-T-5-A-22 Civil 3293, September 12,1969
CY-T-5-AR-1P1 Civil 3293, September t2, t969
CY-T-5-AR-2P1 Civil 3293, September 12,1969
Four Lakes Tap to
Tract lD
Right
Type
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Right
Type
Easement
Easement
Easement
Easement
Easement
Granting
Document
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Dec. of Taking
Dec. of Taking
Dec. of Taking
Dec. ofTaking
Dec. of Taking
Dec. ofTaking
Dec. ofTaking
Dec, ofTaking
Dec. of Taking
Dec. ofTaking
Dec. ofTaking
Dec. of Taking
FL-TA.1-A.2R1
FL-TA-2-AR-1R1PA
FL-TA-1-A-3.1R1
FL-TA-1.A-3R1
FL-TA-2-A-4R1
WWP Silver Lake - Sunset Easement Tracts
Auditor's File Nos Recording
Filing lnfo Filing Dates
Vol 101 ?aget47,572AY August 30,1971
Vol 101 Pa9e147,572097 August 30,1977
Vol 103 Page 1866, 577746 September 28, L97t
Vol 97 Page 1008,564551 )uly23,t97t
Vol 111 Page 1156, 593487 December 21, t97t
Granting
Document
Easement
Easement
Easement
Easement
Easement
18TX- 16630, Avista Corporation
Case No. 20150101
Exhibit No. 1, to Exhibit B
Page 1 of 2
Land Rishts Transfen'ed from BPA to Avista Corporation
Attachment;A - Cheney-Four Lakes Purchase and Sale Agreemeht Page 20 ot 23
FL-TA.2-A-5R1
FL-TA-2.4-6R1
FL.TA-2.AR-1R1
FL-TA.2-A-6.1R1
FL-TA-2-A.6.2R1
FL.TA-2-A-7R1
FL-TA-3-A.9R1
FL-TA-3-A-10
FL.TA-3-A-11
FL-TA-4-A-12
FL-TA-s.AR-1
FL-TA-5.AR-2
FL-TA-5-A.13
FL-TA.5.A-14
FL-TA-s.A-15
Page 1031, 553741
Page 440,557360
Page 440, 557360
PaEe 434,557358
Page 437,557359
Page 330, 546698
Page 327 ,546697
Page 118, 527565
Page 797,542481
Page L401,539546
Page 1401,539546
Page 1401, 539546
Page 1553,558633
Page 1034, 553742
Page 647,555473
June7,7977
June 22, t97l
)une 22,].97].
)une 22,1977
June 22, L977
April30, 1971
April30, 1971
January 5, L97A
April 8, 1971
March 23, t97t
March 23, 1971
March 23, 1971
June 28, 1971
June 7, t977
June 15, 1971
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
lnstrument Dates
September 23,7969
)uly 7,1971
September 9. L97t
January 14, t970
September 5, 1969
September 5, 1959
September 5, 1969
September 5, 1969
June 3, 1971
June 3, 1971
June 3, 1971
June 3, 1971
June 3, 1971
April12, L972
April 12,1972
April12,1972
October 19, t97O
october 77,1969
August 23,797!
August 23,1977
July 23,1977
July 23, 1971
Vol 92
Vol 94
Vol 94
Vol 94
Vol 94
Vol 89
Vol 89
Vol 80
Vol 87
Vol 85
Vol 85
Vol 85
Vol 94
Vol 92
Vol 93
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Easement
Cheney Light Department Power Company Crossing Permit
CY-T-5-X-20B Contract Number 14-03-09581
FL-TA-5X-158 Contract Number 14-03-29500
lnland Empire Crossing Permit(s)
CY-T-l-X-1R1A Contract Number 74-03-29557
Northern Pacific RR Crossing Permits
CY-T-3-X-16A Contract Number t4-03-A9764
Spokane County Board of Commissions Crossing PermitsCY-T-2-X-5A none assigned
CY-T-3-X-13A none assigned
CY-T-3-X-158 none assignedCY-T-4-X-20A none assigned
FL-TA-1-X-1R1A none assigned
FL-TA-2-X-2R1A none assigned
FL-TA-2-X-2R1C none assigned
FL-TA-2-X-2R1D none assignedFL-TA-5-X-14A none assigned
Spokane County Approach Permits
FL-TA-1-AR-1R1PA none assigned
FL-TA-2-AP-1R1 none assigned
FL-TA-2-AP-2R1 none assigned
FL-TA-AR-5-1PA none assigned
Union Pacific RR Crossing Permits
CY-T-3-X-17A Contract Number 14-03-09587
US Air National Guard Crossing Permits
FL-TA-3-AP-1R1 Contract Number 14-03-39555
FL-TA-3-AP-2R1 Contract Number 14-03-39555
F|-TA-3-X-3R1A Contract Number 1.4-03-29532
F|-TA-3-X-3R1B Contract Number t4-03-29532
1STX- 16630. Avista Corporation
Case No. 20150101
Exhibit No. 1, to Exhibit B
Page 2 of 2
Land Riehts Transferred from BPA to Avista CorporationAttachmenf-A - Cheney-Four Lakes Purchase and Sale Agreemeht Page21 ot23
ficv'd. bll+/tg at /0:l-/ arn rr'u tdEt.On
m
QUITCLAIM DEED
AFTER RECORDING, RETURN TO
Bonneville Power Administration
TERP.3
P.O. BOX 3621
PORTLAND, OR 97 208-3 621
Legal description: A ponion Section 13,
Township 23 North, Range 4l Eas1, Willamette
Meridian, in Spokane County, Washington.
BPA Tract No.: CY-T-4-A-20.1
QUITCLAIM DEED
THIS DEED is made and entered into by and between the UNITED STATES OF
AI\,{ERICA, acting by and through the U.S. Department of Energy, Bonneville Power
Administration ("Grantor") and Avista Corporation ("Grantee").
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Grantor does hereby remise, release and quitclaim unto the Grantee, its
successors and assigns, subject to the reservations, covenants and conditions hereinafter
contained, all Grantor's right, title, interest in and to the following described parcel of land:
The tract of land recorded January, 28, 1970 in Warranty Deed, VoI 53 Page 1772,
Assessors No. 470126, and knorvn as BPA Tract CY-T-4-A-20.1 in the county of
Spokane, in the State of Washington.
CONDITIONS OF THIS CON\IEYANCE:
This grant is subject to easements and reservations for public roads and highways, public
utilities, railroads, pipelines and other encurnbrances of record, and also existing
easements, if an1', not shown of record.
This grant is subject to the terms and conditions contained in the AGREEMENT FOR THE
PURCHASE AND SALE OF THE CHENEY AND FOUR LAKES TAP LINES
("Agreernent"), executed on .- \ r ,\.i 7 ? , 2018. All terms and conditions of the Agreement
are incorporated helein by this ref6rence.
This instrurnent does not authorize use of the propert5, described in this instrument in
violation of applicable land use laws and regulations. Before signing or accepting this
instrument. the person or entity acquiring title to the property should check rvith the
appropriate city or county Planning Departtnent to verifu approved uses.
18TX- 16630, Avista Corporation
Case No. 20150101
Exhibit C
Quitclaim Deed
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 1 of2
Page22 of 23
'l4cv , d . ttl t+/ t g Lt /0: l-7 an y1 a-, l-.rl trt. (t?r)
IN WI'I'NESS WH.BiH-E;U}', the Grantor. by rts duly autlronzed representatlve has executed
this deed pursuant to authority contained in the Act of August 20, 1937 (16 U.S.C. $ 832a),
as arnended, and applicable orders and regulations promulgated thereunder.
Dated tnis Z) aavor Ju 4.. 2018.
UNITED STATES OF AMERICA
Department of Energ.v
Bonneville Administration
By
Michael J.
Realty Specialist, Real Property Services
STATE OF OREGON )
) ss:
)County of Multnornah
On this day personally appeared before me Mike DeKlyen, known to me to be the Realty
Specialist, Real Property Services, Bonneville Power Administration, who subscribed to and
executed the within and foregoing instrument and acknowledged that he signed the same
as his free and voluntary act and deed for the uses and purposes therein mentioned.
GI\EN under rny hand and official seal this 23 day of 2018.
Notary Public tate of
County of Multnomah
My Commission expires
Print 5.rns \,r.J
F*au,
-t*t*)
@
OFFICIALSTAMP
WLUAM JOSEPH ZMMERMAN
NOTARY PUBLIGOREGON
coMMlsstoN No.93620t
MY COMMISSION EXPIBEE BERI'ARY09,2019
18TX- 16630. Avista Corporation
Case No.20150101
Exhibit C
Quitclaim Deed
Attachment A - Cheney-Four Lakes Purchase and Sale Agreement
Page 2 of 2
Page 23 of 23
'l4cv'd . tt/tltf ,t /o: l-|nz-, n'o t-J A - 67h
Contract No. 18TX-16631
TRANSFER OF OWNERSHIP AGREEMENT
executed by the
UNITED STATES OF AMERICA
DEPARTMENT OF ENERGY
acting by and through the
BONNEVILLE POWER ADMINISTRATION
and
AVISTA CORPOBATION
For good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, AVISTA CORPORATION (Avista) does hereby transfer ownership of the
substation terminal equipment listed and described in the table below (Equipment) to the
UNITED STATES OF AMERICA, Department of Energy, Bonneville Power Administration
(BPA). BPA and Avista are sometimes referred to individually as a "Party" and collectively
as "Parties."
BPA's Hatwai Substation is located in Section 13, Township 36 North, Range 5 West, Boise
Meridian, Nez Perce County, Idaho, and shown on BPA's official plan drawing No. 1529008
and plot plan No. 211959.
Avista and BPA have entered into Letter Agreement, Contract No. 18TX-L6632 (Letter
Agreement) regarding this Equipment's transfer of ownership. All terms and conditions of
the Letter Agreement are incorporated herein by this reference.
BPA'S HATWAI SUBSTATION
230kV Equipment
Location Position
Dispatch
No.
Equipment
type
Date
Installed
Hatwai Substation
230 kv
Bay 4
Main Bus
Disconnect MB A.113 Pascor VB 3122t20t2
Hatwai Substation
230 kv
Bay 4 Line
Side
Disconnect LS A-113 Pascor VB 9129/20L2
Hatwai Substation
230 kv
Bay 4
Auxiliary Bus
Disconnect AB A-113 Pascor VB 9129120t2
Hatwai Substation
230 kv Bay 4 Relays HR0530 Schweitzer 912012013
Hatwai Substation
230 kv Bay 4 Breaker
A-113 0-
03765 ABB Gas Puffer 312712012
Attachment B - Hatwai PCB Sale - Transfer of Ownership Page 1 of2
t1cv'7 . t ltlf tt a,t /o:r7*,, vi u tr / €x 6v.
BPA understands and agrees that the Equipment is being conveyed "AS-IS" and without
warranties of any kind. Avista disclaims all implied or express warranties, including,
without limitation, warranties of frtness or merchantability.
This Transfer of Ownership Agreement (Agreement) may be executed in several
counterparts, all of which taken together will constitute one single agreement. The Parties
have executed this Agreement as of the last date indicated below.
AVISTA CORPORATION UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
/)_(By:
Name:
Pri.nt./Type
Title:
By:
Name:
Print /Ttpe
Title:
Date:Date:b/,, /r s
b,rn,-i ,P V.nrr'//, ;
Pt", tfu*-t-
Angela DeClerck
Senior Transmission Account Executive
Ck-r- l( >al'/,
U I
18TX- 1663 1, Avista Corporation
Case No. 20150101
Transfer of Ownership Agreement
Attachment B - Hatwai PCB Sale - Transfer of Ownership
Page 2 of 2
Page2ol2
l1Lv',a , Vl tr/t 6 (Lt lv,t ta..n vl w t 4t L_*. ct1 121
Department of Energy
Bon neville Power Adm inistration
P.O. Box 61409
Vancouver, WA 98666-1409
TRANSMISSION SERVICES
June 7,2018
In reply refer to: TSE[PP-2
Contract No. 18TX- 16632
Letter Agreement
Jeff Schlect, Senior Manager FERC,
Policy and Transmission Services
Avista Corporation
1411 East Mission Avenue
Spokane, WA 99220-3727
Dear Mr. Schlect,
By this Letter Agreement, Contract No. 18TX-16632 (Letter Agreement), the United States
of America, Department of Enerry, Bonneville Power Administration (BPA) agrees to
accept title to the substation terminal equipment listed and described in the table below
(Equipment), frorn Avista Corporation (Avista). BPA and Avista are sometimes
individually referred to herein as a "Party" and collectively as the "Parties".
BPA's Hatwai Substation is located in Section 13, Township 36 North, Range 5 West, Boise
Meridian, Nez Perce County, Idaho, and shown on BPA's offrcial plan drawing No. 1529008
and plot plan No. 211959.
BPA'S HANYAI SUBSTATION
280kV Equipment
Location Position Dispatch No.Equipment
tvpe
Date Installed
Hatwai Substation 230 kV Bay 4
Main Bus
Disconnect
MB A.1T3 Pascor VB 3122120L2
Hatwai Substation 230 kV Bay 4 Line Side
Disconnect
LS A-T13 Pascor VB 912912012
Hatwai Substation 230 kV Bay 4 Auxiliary
Bus Disconnect
AB A.113 Pascor VB 912912012
Hatwai Substation 230 kV Bav 4 Relavs HRO530 Schweitzer 9l2Al20t3
Hatwai Substation 230 kV Bav 4 Breaker A-1r3 0-03765 ABB Gae Puffer 3n7DA72
Attachment C - Hatwai PCB Sale - Letter Agreement Page 'l of 5
,
1.
2.
For and in consideration of the promises and conditions set forth herein, and other good and
valuable consideration, the receipt and suffrciency of which are hereby acknowledged, the
Parties agree to the following terms and conditions:
EFFECTIVE DATE
This Letter Agreement shall be effective upon signature of both Parties.
RESPONSIBILITIES OF THE PARTIES
Avista shall transfer ownership of the Equipment to BPA by a Transfer of
Ownership Agreement, Contract No. 18TX-16631, included with this Letter
Agreement for your approval and signature. The Parties agree to execute all
documents necessary to implement the provisions of this Letter Agreement.
(b)Upon transfer of ownership of the Equipment to BPA, Avista and BPA agree
to modify the Maintenance Obligations and Ownership Agreement No.
16TX-16252, as amended, to reflect that Avista will no longer be responsible
for operations and maintenance charges related to the Equipment. BPA
agrees to accept the responsibility for future replacements, operation and
maintenance expenses related to the Equipment.
SUCCESSOBS OR ASSIGNS
The terms and conditions of this Letter Agreement are binding on all successors or
assigns of the Parties.
CHOICE OF LAW
Interpretation of this l,etter Agreement shall be governed by Federal law, where
applicable. Where Federal law is not applicable, this Letter Agreement shall be
governed by the laws of the State of Washington.
5. STANDARD PROVISIONS
(a)Amendment
No amendment of this Letter Agreement shall be of any force or effect unless
set forth in a written instrument signed by authorized representatives of
each Party.
(b)Entire Agreement
This Letter Agreement, including documents expressly incorporated by
reference, constitutes the entire agreement between the Parties. It
supersedes all previous communications, representations, or contracts, either
written or oral, which purport to describe or embody the subject matter of
this Letter Agreement.
18TX- 16632, Avista Corporation
(a)
3.
4.
Attachment C - Hatwai PCB Sale - Letter Agreement Page 2 of 5
3
No Third Party Benefieiaries
This Letter Agreement is made and entered into for the sole benefit of the
Parties, and the Parties intend that no other person or entity shall be a direct
or indirect beneficiary of this Letter Agreement.
Uncontrollable Forces
The Parties shall not be in breach of their respective obligations to the extent
the failure to fulfill any obligation is due to an Uncontrollable Force.
"I-Incontrollable Force" means an event beyond the reasonable control of, and
without the fault or negligence of, the Party claiming the Uncontroilable
Force, that prevents that Party from performing its contractual obligations
under this Agreement and which, by exercise of that Party's reasonable care,
diligence and foresight, such Party was unable to avoid. Uncontrollable
Forces include, but are not limited to:
(1) strikes or work stoppage;
(2) floods, earthquakes, or other natural disasters; terrorist acts; and
(3) final orders or injunctions issued by a court or regulatory body having
competent subject matter jurisdiction which the Party claiming the
Uncontrollable Force, affer diligent efforts, was unable to have stayed,
suspended, or set aside pending review by a eourt ofcompetent subject
matter jurisdiction.
Neither the unavailability of funds or financing, nor conditions of national or
Iocal economies or markets shall be considered an Uncontrollable Force. The
economic hardship of either Party shall not constitute an Uncontrollable
Force. Nothing contained in this provision shall be construed to require
either Party to settle any strike or labor dispute in which it may be involved.
If an Uncontrollable Force prevents a Party from performing any of its
obligations under this Letter Agreement, such Party shall: (1) immediately
notifu the other Party of such Uncontrollable Force by any means practicable
and confirm such notice in writing as soon as reasonably practicable; (2) use
its best efforts to mitigate the effects of such Uncontrollable Force, remedy its
inability to perforrn, and resume full performance of its obligation hereunder
as soon as reasonably practicable; (3) keep the other Party apprised ofsuch
efforts on an ongoing basis; and (4) provide written notice of the resumption
of performance. Written notices sent under this section must comply with
section 6, Notices.
18TX- 16632, Avista Corporation
(c)
(d)
Attachment C - Hatwai PCB Sale - Letter Agreement Page 3 of 5
4
6
(d)Waiver
No waiver of any provision or breach of this Letter Agreement shall be
effective unless such waiver is in writing and signed by the waiving Party,
and any such waiver shall not be deemed a waiver of any other provision of
this Letter Agreement or any other breach of this Letter Agreement.
NOTICES
Any notice or other communication related to this Letter Agreement shall be
delivered in person, or with proof of receipt by email, facsimile, First Class Mail or
overnight delivery service. Notices are effective on the date received. Either Party
may change the contact information by providing notice of such change to the
following person and address:
To Avista Corporation:To Bonneville Power Administration
1411 East Mission Avenue
Spokane, WA 99202-2600
Attention: Jeff Schlect
Title: Senior Manager, FERC
Policy and Transmission
Services
Phone: [phone]
Fax: [phone]
Email: Jeff.sqltlect'g avistacorp.qgnr
Attention: Transmission Account
Executive for Ayista
Corporation - TSE/IPP-2
Phone: [phone]
Fax: [phone]
Email: txsalescontractstr! bpa.qov
First Class Mail:
Bonneville Power Administration
P.O. Box 61409
Vancouver, WA 98666
Overnight Delivery Serviee:
Bonneville Power Administration
905 NE llth Avenue
Portland, OR 97232
18TX- 16632, Avista Corporation
Attachment C - Hatwai PCB Sale - Letter Agreement Page 4 of 5
llLV'L. Ull+l lY t"-e 'v ' ' '-" ' vt tp tz-et t-x.urr )
SIGNATURES
This Letter Agreement may be executed in several counterparts, all of which taken
together will constitute one single agreement and the Letter Agreement may be
executed and delivered electronically. The Parties have executed this Letter
Agreement as of the last date indicated below.
If you have any questions, please contact Jennifer Gumm at (509) 822-460L or Angela
DeClerck at [phone].
AVISTA COBPORATION UNITED STATES OF AMERICA
Department of Energy
Bonneville Power Administration
5
7
By
Name: Denruts f,V.rmill,on
Title: Prcs'd4"L
Date: L-13't S
18TX-16632, Avista Corporation
By:
Name:
Title: Senior Transmission Account Executive
/):
Date O4/re- tq >il (
0 I
Attachment C - Hatwai PCB Sale - Letter Agreement Page 5 of 5