20140819Land Conveyance.pdf

PATRICK A. HARRINGTON
Gorporate Secretary
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An IDACORP Company
August 19,2014
Jean Jewell
Commission Secretary
ldaho Public Utilities Commission
P.O. Box 83720
Boise, ldaho 83720-007 4
Re: ldaho Power Company Land Conveyance
Dear Ms. Jewel!:
ldaho Power Company ("ldaho Powe/' or "Company") is providing this notice
letter to the ldaho Public Utilities Commission ("Commission") regarding the Company's
proposed sale of certain property interests at the Boardman coal-fired generation plant
("Boardman") in Morrow County, Oregon. While the ldaho statute governing utility
property sales (ldaho Code S 61-328) only applies to the sale of utility property located
within the State of ldaho, ldaho Power nonetheless wishes to inform the Commission of
its proposed property transaction at Boardman as described in this letter.
The current owners of Boardman are Portland General Electric ('PGE' - 80
percent owner), ldaho Power (10 percent owner), and Power Resources Cooperative('PRC'- 10 percent owner).1 The owners are parties to the Agreement for
Construction, Ownership and Operation of the Number One Boardman Station on Carty
Reservoir dated October 15, 1976, as amended ("Boardman Agreement"). The
Boardman Agreement provides that one or more of the owners may construct additional
generation projects at the Boardman site. ln such case, the owners are required to
grant to the constructing owner, among other things, a partial ownership interest in
certain facilities at Boardman that may be used in common for the operation of
Boardman and the new generation project ("Shared Facilities"). Under the Boardman
Agreement, the Shared Facilities may include such items as the project reservoir,
pumping facilities, pipelines, roads, railroad spurs, docks, parking lots, fencing, and
transmission facilities.
' PGE and PRC have negotiated an agreement pursuant to which PGE will acquire PRC's 10 percent
ownership share of Boardman effective on December 31,2014, subject to the fulfillment of certain
conditions precedent, including receipt of the Public Utility Commission of Oregon's approval (Docket No.
uE 283).
PO. Box 70 (83707)
'1221 W. ldaho St.
8oise, lD 83702
ldaho Public Utilities Commission
August 19,2014
Page 2
PGE is constructing a new natural gas-fired generation project on the Carty
Reservoir ("Carty Project"), and has requested that ldaho Power and PRC grant a
partial interest in the Shared Facilities to PGE for use at the Carty Project, as provided
in the Boardman Agreement. PGE has identified the following facilities that it wishes to
include as Shared Facilities for the Carty Project: Carty Reservoir, Columbia River
Intake, Existing Water lntake Structure, Potable Water System, Tower Road Rights,
Wastewater Ponds, and Communications Equipment and Housing. To provide for the
conveyance of interests in the Shared Facilities to PGE, the owners of the Boardman
Project have entered into an Asset Purchase Agreement dated April 14,2014 (.APA'-
copy enclosed). Under the APA, PGE is to purchase a 50 percent ownership interest in
the Shared Facilities for the Carty Project. The payment for each asset is based upon
the Carty Project's expected usage percentage and the agreed upon asset value as
summarized below:
Asset Description
Allocable Share
Payable to
ldaho Power
Shared Facilities:
Cartv Reservoir $ 489,365
Columbia River lntake $ 40,590
Existino Water lntake Structure $745
Potable Water System $ 12.295
Tower Road Riqhts $22,245
Wastewater Ponds $ 12.325
Communications Equipment and Housinq $42,580
Plant Real Prooertv Easement $70
Total $ 620,205
The allocable share payable to ldaho Power was determined based on ldaho Powe/s
10 percent ownership share in Boardman and will be paid in cash by PGE upon closing.
Upon conveyance of the 50 percent ownership interest in the Shared Facilities to
PGE, the Shared Facilities would be used in common by both Boardman and the Carty
Project. The APA specifically provides that PGE will not use the Shared Facilities for
the benefit of the Carty Project in a manner that will unreasonably interfere with the
operation of Boardman. The APA also specifies that ownership interest grants by ldaho
Power and PRC in the Shared Facilities will not diminish their respective ownership
rights in Boardman, or their rights to the output and capacity of the Boardman Project,
including without limitation the two transmission lines connected with Boardman.
ldaho Public Utilities Commission
August 19,2014
Page 3
ldaho Power believes that its conveyance of 50 percent of its ownership interest
in the Shared Facilities to PGE as provided in the APA would be beneficial to the
Company and its customers. The conveyance would not adversely affect the continued
use of the Shared Facilities for Boardman, and ldaho Power would receive fair
compensation of $620,205 for the grant of its 50 percent ownership interest in the
Shared Facilities. The conveyance also would not impact ldaho Powe/s existing rights
to the output and capacity at Boardman, including the use of the connecting
transmission lines. ln addition, the conveyance would reduce ldaho Poweds
depreciation expense and decommissioning costs for the Shared Facilities because (1)
ldaho Power's ownership interest in the Shared Facilities would be reduced and (2) the
Shared Facilities would not need to be fully depreciated and decommissioned as
otherwise planned for the 2020 shutdown of the Boardman plant, due to the continued
use of the Shared Facilities for the Carty Project. Also, because the conveyance would
reduce ldaho Powe/s ownership share in the Shared Facilities, it would also reduce the
amount of ldaho Powe/s obligations regarding future capital investments and operation
and maintenance costs of the Shared Facilities. Finally, the Boardman Balancing
Account would allow ldaho Power to transfer the benefits of reduced decommissioning
costs to customers when the cunent decommissioning study is updated, while the next
general rate case would provide Idaho Power the opportunity to transfer benefits
associated with the reduction in plant investments to customers prior to the shutdown of
Boardman in2020.
Please let me know if the Commission has any questions related to ldaho
Power's proposed conveyance of property interests at Boardman as described in this
letter. After completion of the conveyance, ldaho Power will file final accounting entries
with the Commission Secretary as part of the 2014 Boardman Power Plant Annua!
Review which will be filed with the Commission in March 2015. ldaho Power is also
filing a joint application with PGE to the Public Utility Commission of Oregon for
approval of the conveyance of the property interests described herein, pursuant to
Oregon revised statutes and administrative rules.
Sincerely,
Enclosures
cc: Don Howell, IPUC
Terri Carlock, IPUC
Greg Said
RA File
Legal File
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ASSET PURCHASE AGREEMENT
THIS ASSET PURCIIASE AGREEMENT ("Agreement") is made and entered into
effective Rf"J t+ ,2014 ("Effective Date"), by and among PORTLAND GENERAL
ELECTzuC'COMPANY, an Oregon corporation ("PGE"); IDAHO POWER COMPANY, an
Idaho corporation ("IPC"); and POWER RESOURCES COOPERATIVE, an Oregon
cooperative corporation ("PRC") (each of the foregoing parties is sometimes hereinafter referred
to as a "Part5/" and all of the foregoing parties are sometimes hereinafler collectively referred to
as the "Parties"). .
RECITALS
A. The Parties, as tenants-in-comrnon, own a coal fired generating facility located on
land in Morrow County, Oregon, and certain associated equipment and facilities (collectively,
"Number One Boardman Station" or "Boardman Project").
B. The Parties or their predecessors in interest entered into an Agreement for
Construction, Ownership and Operation of the Number One Boardman Station on Carty
Reservoir dated October 15, 1976, which was amended on September 30, 1977, October 31,
1977, January 23, 1978, February 15, 1978, Sep-temb.er l, 1979, March 15, 1994, and an
Agreement and Seventh Amendment dated Agfl \ t4 2OI4 (collectively, the
"Ownership Agreement"). Terms using initiaf "ult[t"t f"ttil i, this Agreement that are not
otherwise defined shall have the meanings given to them in the Ownership Agreement. Certain
additional defined terms are set forth in Exhibit 1 attached hereto and by referencc incorporated
herein.
C. PGE owns eightypercent (80o/o) of the Project IPC owns ten percent (10%) of the
Project, and PRC owns ten percent (10%) of the Project.
D. Section 19 of the Ownership Agreement provides PGE, either individually or
jointly with other entities, public or private, with the right to construct and operate, on the Carty
Reservoir, additional power generating units and, in connection therewith, to acquire (1) good
and marketable fee title to the land that will underlie the additional generating plant and any
additional related facilities that will not be used in common with the Project, (2) a proportionate
undivided interest in common, in proportion to the numbet of generating units, in those facilities
of the Project that may be used in common by the owners of the additional generating units,
including, but not limited to, the reseraoir, pumping facilities, pipelines from the Columbia
River, roads, railroad spurs, docks, parking lots, fencing and transmission facilities and (3) a
nonexclusive easement over the remainder of the Plant Real Property, except for the land
undcrlying the Generating Plant not to be used in common, for all purposes necessary or
appropriate to the construction, operation and maintenance of the additional generating unit (the
"Section 19 Right").
E. PGE is constructing a new power generating unit ("Carty Generating Station"
or "Carty Project") on the Carty Reservoir, but not on the Plant Real Property, as described in
Section 19 of the Ownership Agreement. The purpose of this Agreement is to provide for the
convcyance and sale to PGE of certain Project components and common facilities necessary or
Page I - ASSET PURCI-IASE AGREEMEN'I
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convenient to the operation of the Carty Generating Station as detailed in and pursuant to
subsections l9(a) and l9(b) of the Ownership Agreement. The interests in those Project
components and common facilities (defined below as the Shared Facilities and the Plant Real
Properry Easement) to be conveyed and assigned to Buyer hereunder are sometimes collectively
referred to as the "Assets."
F. For the pu(pose of this Agreemeng the term "Seller" means, collectively, PGE,
IPC, and PRC, as tenants-in-common, the tetm "Buyer" means PGE, and the term "Non-PGE
Seller" means each of IPC and PRC.
AGREEMENT
NOW, TFIEREFORE, based upon the foregoing Recitals and the mutual covenants
hereinafter set forth, the Parties agree as follows:
l. Shared Facilities. The shared facilities consist only of the Carty Reservoir,
Columbia River Intake, Existing Water Intake Structure, Potable Water System, Tower Road
Rights, Wastewater Ponds, and Communications Equipment and Housing (all of the foregoing,
collectively, the "Shared Facilities") as expressly deFrned in this Agreement. The Shared
Facilities are described in Exhibit 1, attached hereto and by reference incorporated herein, and
certain of the Shared Facilities are further identified on the pictures attached hereto as Exhibits
2a and 2b and by reference incorporated herein-
2. Conveyance and Use of Shared Facilities. Pursuant to subsection l9(b)(2) of
the Ownership Agreement, Seller agrees to convey and assign to Buyer, in Buyer's current
capacity as the sole participant in the Carty Project an undivided fifty percent (50%) interest
(computed in proportion to the number of generating units per subsection l9(b)(2) of the
Ownership Agreement) as a tenant-in-comrnon in the Shared Facilities in accordance with the
terms of the Bill of Sale and Easement Agreement in the form of Exhibit 3 attached hereto and
by reference incorporated herein ("Bill of Sale and Easement Agreement")- All Parties hereby
state their intention, and so agree, that, at Closing, the Shared Facilities shall be deemed
constructively severed from the land that underlies them and shall thereafter constitute personal
property and, for avoidance of doubt, will be owned in the following percentages: PGE - 90
percent; IPC - 5 percent; and PRC - 5 petcent. Notwithstanding anything in such grant, transfer
and assignment, the Parties acknowledge and agree that the grant, transfer and assignment to
Buyer in Buyer's current capacity as the sole participant in the Carty Generating Station shall not
affect the rights and obligations of the Parties to participate in the Construction and Operation of
the Project (as that term is defined in the Ownership Agreement), and shall not diminish their
respective entitlements to the Output (as that term is defined in the Ownership Agreement) and
capacity of the Project, according to the Ownership Shares as set forth in Section 2(a) of the
Ownership Agreement. The Parties acknowledge and agree that the grant, transfer and
assignment contemplated herein pursuant to the Ownership Agreement, while transferring an
undivided ownership interest in the Shared Facilities, does not transfer an Ownership Share in
the Project and therefoqe, will not result in any reduction of entitlement of PRC and/or IPC to
Output or capacity in and from the Projec! including without limitation the Boardman-Slatt Line
Facilities and the Dalreed Line Facilities, under the Ownership Agreement. Buyer further
covenants and agrees with the Non-PGE Sellers that" as long as Buyer owns any interest in the
Page2 - ASSET PURCHASE AGREEMEN'I-
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Shared Facilities, Buyer will comply with the obligations of PGE under the terms of the
Ownership Agreement and not use the Shared Facilities for the benefit of the Carty Project in a
manner that will unreasonably interfere with the operation of the Project.
3. Plant Real Property Easement. Pursuant to subsection l9(b)(3) of the
Ownership Agreement, Seller agrees to grant, convey and assign to Buyer a permanent,
nonexclusive, irrevocable easement in, over and across the Plant Real Property, legally described
in Schedule 4 to the Bilt of Sale and Easement Agreement, attached hereto and by reference
incorporated herein, in accordance with the terms of the Bill of Sale and Easement Agreement.
4. Payment for Conveyance and Assignment of Shared Facilities and Plant Real
Property Easemcnt. In consideration of the foregoing conveyances and assignments of the
Assets, Buyer agrees to pay to the Non-PGE Sellers on the date of Closing (as hereinafter
defined) the following sums, which shall be divided among the Non-PGE Sellers based on their
Ownership Shares:
Agreed Asset
Value
Allocable Slrarc
Payable to'No;+G0
Sellers
Shared Facilities:
Cartv Reservoir $4,893,634 $978.730
Columbia River lntake $405.789 $8r.160
Existine Water Intake Structure $7,446 $1.490
Potable Water System $122,929 s24.590
Tower Road Riehts s222.431 $44.490
Wastewater Ponds $123,250 s24.650
Communications Equipment and
Housins $425,80 t $85. l 60
Plant Real Prooertv Easement $706 $140
Total $6,201,987 s1.240.410
The total in the final column entitled Allocable Share Payable to Non-PGE Sellers shall be paid
in cash upon Closing (as hereinafter defined) by Buyer to IPC (50%) and PRC (50%) based on
their Ownership Shares in the Project. The foregoing percentages were determined based on
IPC's and PRC's relative percentage of the 20o/othat they collectively hold in the Project (with
Buyer holding the remaining 80%).
5. Allocation of Operation and Maintenance Costs of Sharcd Facilities between
Carty Project and Boardman Project. As provided in subsection l9(b) of the Ownership
Agreement, the cost to operate and maintain the Shared Facilities used for the benefit of the
Number One Boardman Station and the Carty Generating Station will be divided and borne
between Seller and Buyer on the basis of use as long as Buyer's use does not unreasonably
interfere with the operation of the Boardrnan Projeot. The Parties agree to an initialallocation of
Two Thousand F'ive Hundred l)ollars ($2,500) from the Carty Generating Station credited to
each of PRC and Idaho for the annual operating and maintenance costs of the Shared F'acilities
based on the assumed usage percentages set forth below in this Section 5. This amount will be
Page 3 _ ASSET PURCHASE AGREEMENT
tIrttr mcreased by Five Hundred Dollars ($500) on January I of each year after the Effective Date.t This allocation is based on tlre Parties' knowledge and understanding as of the Effective Date of
I the planned and expected usages of the Shared Facilities by the Carty Project and the Boardman
I Projec! and will remain in effect unless and until modified as provided below in this Section 5.
- Within sixty (60) days of the written request of any Party, Buyer shall provide the Non-PGE
- Sellers with Buyer's best estimate of the relative usage and operating and maintenance costs of
I the Shared Facilities during the prior calendar year together with such supporting documentation
t as the Non-PGE Sellers may reasonably request. Such estimates shall be binding unless objected
I to by a Non-PGE Seller in wtiting within sixty (60) days. If a Non-PGE Seller does object and
. the Parties canngt agree within sixty (60) days after the date of such written objection, the matterI wifl be resolved in accordance with the dispute resolution provision in Section 19(b) of the
I Ownership Agreement. Any modification in allocations shall be implemented reftoactive to the
I firstday ofthatyear:
I Cartv Proiect Operating Cost Allocatiof Amount = (Boardman Shared Facilitv Operatine
I Cost) times (Carly Projest Usage Percentage)-I Carty Projcct Usage Percentaget
I L Car[y Reservoir
I a. 12.9%: 1,628 acre feet Cafi I (1,628 + 11,000 acre feet Boardman)
t 2. Cotumbia River IntakeI
I a. 1.2.9%:1,628 acre feet Cafi l(1,528 + I1,000 acre feet Boardman)
I 3. Existing Water Intake Structuret
I a. 0.6 %: (1,150 gpm average water use by Carty / 202,800 gpm average seryice water
and circulating water flow at Boardman)t
I 4. Potable Water System
t a. 12.7y.: (21 people at Cafi I 2l + 145 people at Boardman)I
I 5. Tower Road fughts
; a. g.l % : (1440 feet!200l feet) x [21 people at Cafil ( 145 people at Boardman + 2 1)l
I 6. Waste Water Pondst
: a. 12.7% = (21 people at Carty I 2l + 145 people at Boardman)
I 7. Communications Equipment and Housing
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I a. 43.1%: (454 gross MW Cafi 1454 MW + 600 gross MW Boardman)
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6. Allocation of Costs of Capital Additions to Shared Facilities between Carty
Project and Boardman Project. From and after the Effective Date, the Costs of Capital
Additions to the Shared Facilitics will be allocated to the co-owners in the following
percentages: PGE - 90 percent; IPC - 5 percent; and PRC - 5 percent.
7. Mutual Cooperation.
(a) Each Party agrees to lend its full and timely cooperation to each of the
other Parties to implement the transactions and perform the covenants allocated to that Party as
set forth in this Agreement, including, but not limited to, obtaining all necessary approvals and
authorizations, and to executing, acknowledging and delivering such additional documents and
agreements as may reasonably be required to perfect title to the Assets in Buyer and maintain
and operate the Shared Facilities as contemplated hereunder and consistent with the requirements
of the Ownership Agreement. PGE agrees to record in the real property records of Morrow
County, Oregon, all instruments of transfer of interests in real property that are contemplated by
this Agreement and the Bill of Sale and Easement Agreement and, after recording, to furnish
copies of such instruments, as recorded, to the Non-PGE Sellers.
(b) If any Party is legatly required to obtain approval of the Federal Energy
Regulatory Commission or any state regulatory authority for this transaction ("Regulatory
Approvall'), then each such Parly shall promptly proceed with all due diligence to obtain such
Regulatory Approval and shall notiff all other Parties, in writing, not less than one (l) time per
week, following the Effective Date, as to the status of such Regulatory Approval. All Parties
agree to fully cooperate in that approval process so as not to delay Closing and to make
reasonable efforts to respond to any written request from a Party related thereto within three (3)
business days so as not to delay the process. The Parties acknowledge and agree that PRC does
not require Regulatory Approval and this Subsection 7(b) shall not impose any obligation, other
than the obligation to cooperate, on PRC-
(c) Each Party agrees that Buyer has the legally enforceable right, and each
Non-PGE Party has the legally enforceable obligation, to enter into and perform this Agreement
based on the Section 19 Right.
8. Repreentations and Warranties. Except as otherwise expressly provided, each
Partry represents and warrants to each other Patty as follows:
(a) The representing and warranting Parry has not received any uncured notice
from any governmental agency having jurisdiction in the matter of any violation of any statute, law,
ordinance, deed restriction, nde, or reguladon with respect to the existence, construction,
maintenance or operation of the Assets, or the Boardman Project as a whole or any part thereof or
otherwise that has not been disclosed to the ofher Parties in writing.
(b) Each representing and warranting Seller, each only as to its own interest in
the Assets, has not previously conveyed its right, title, and interest in the Assets to any other Party
and each such Seller's interest in the Assets conveyed to Buyer pursuant to this transaction is free
and clear of all claims, liens, security interests and encumbrances of any nature crcated or suffered
by such Seller or persons claiming by or through such Seller and each such Seller will warrant and
Page 5 _ ASSET PURCHASE AGREEMENT
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defend such title against flre claims, liens, security interests, and encumbrances of all persons
lawfully claiming by, through or under each such Non-PGE Seller other tharr liens and
encumbrances permitted by the terms of the Ownership Agreement and which liens are described in
Schedule 6 to the Bill of Sale and Easement Agreement attached hereto and by reference
incoryorated herein. Except a-s described in Section 7, each Seller severally represents and warrants
that all consents necessary to make its conveyances and assignments effective have been obtained
by such Seller.
(c) Except as otherwise provided in Section 7, each Party has the legal power,
right and authority to enter into this Agreement and to consummate the transactions contemplated
herein. The individual executing this Agreement on behalf of each Party has the legal power, righg
and actual authority to bind such Party to the terms and conditions of this Agreement.
The foregoing representations and warranties made by that representing a&d warranting Party are
true and eorrect as of the Effective Date, shall be true and correct at Closing, and shall survive the
Closing. Each Parly is making and is only responsible for irc own representations and warranties
and not for the representations and warranties of any other Parly. [f a representing and wananting
Party breaches a representation or warranty, the sole recourse of the damaged Parties shall be
against the Party that breached the representation or warranty. Subject to the foregoing, any Party
that breaches one or more of the foregoing representations, warranties, or covenants shafl defend,
indemnifu, and hold the other Parties harmless from and against any liability, cause, claim, loss,
damage, or expense, including attomey fees, that the other Parlies suffer as a result of a breach of
the representations, warranties, or sovenants of such Party contained in this Agreement.
9. Closing. The Partics agree to close this transaction ("Closing") no later than the
later of (a) June 30, 2014 or (b) five (5) business days following the date all Regulatory Approvals
are obtained. At the Closing, Buyer shall pay to the Non-PGE Sellers the amount specified in
Section 4 and the Parties (where indicated) shall execute, acknowledge, and deliver the Bill of Sale
and Easement Agrcemenq bgethcr with a Memorandum of Bill of Sale and Easement Agreement in
the form of Schedule 5 to the Bill of Sale and Easement Agreement. The Memorandum of Bill of
Sale and Easement Agreement shall be recorded in the real property records of Monow County,
Oregon, and the cost for the recofding of the Memorandum of Bill of Sale and Easement Agreement
shall be paid by Buyer.
10. General and Miscellaneous Provlsions.
(a) Prior Agreements. This Agreement together with the Bilt of Sale and
Easement Agreement and the Memorandum of Bill of Sale and Easement Agreement, is the entire,
final and complete agreement of the Parties pe(aining to the conveyance and assignment of the
Assets and supersedes and replaces all written and oral agreements heretofore made or existing by
and among the Parties or their representatives insofar as this conveyance and assignment of the
Assets is concerned. This Agreement is intended to implement the Ownership Agreement and shall
be construed to affect only the conveyance and assignment of the Assets and the covenants related
thereto as expressly addressed herein, and it shall not be construed to otherwise amend or modi$ in
any way, or otherwise af[ect the construction by a court of, the Ownership Agreemenl This
Agreement is intended to be limited to the transactions referenced herein and shall not Iimit the
rights of the Parties with respect to the treatment of any similar transaction among the Parties in the
Page 6 - ASSEI PURCH-ASE AGREEMENT
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future, including without limitation the acquisition of additional land, easement rights, or interest in
the Shared Facilities or other facilities pursuant to l.he terms and conditions of the Ownership
Agreement. In the event of a conflict between this Agreement and the Ownership Agreement as to
the conveyance and assignment expressly addressed herein, the terms of this Agreement shall
control.
(b) Time is of the Essence. Time is expressly made of the essence of each
provision of this Agreement.
(c) Notices. Any notice required or permitted under this Agreement shall be in
writing and shall be given as fbllows:
(i) notice may be given by certified mail, return receipt requested,
addressed to the addressee at the address set forth below the name of the Party on the signature
pages of this Agreement or at such other address as one Party may indicate by written notice to the
other Parties, and shall be effective two (2) business days after having been deposited in the United
States mail;
delivery; and
number set forth below the name of the Party on the signature pages of this Agreement or at such
other facsimile number as one Party may indicate by written notice to the other Parties and shall be
effective upon successful transmission.
(d) Brokers. No person acting on behalf of Seller is or will be entitled to any
brokerage fee, commission, finder's fee or financial advisory fee from Buyer in connection with
the transactions contemplated by this Agreernent or the Bill of Sale and Easement Agreement,
and no person acting on behalf of Buyer is or will be entitled to any brokerage fee, commission,
finder's fee or financial advisory fee from Seller in connection with the transactions
contemplated by this Agreement or the Bill of Sale and Easement Agreement.
(e) Nonwaiver. Failure by uny Party at any time to require performance by any
other Pafi of any of the provisions hereof shall in no way affect the Party's rights hereunder to
enforce the same nor shall any waiver by the Party of the breach hereof be held to be a waiver of
any succeeding breach or a waiver of this nonwaiver clause.
(0 No Merger. The Parties expressly intend that the obligations of the Parties
as set forth in this Agreement shall not merge with the transfer or conveyance of the Assets but shall
remain in effect until fulfilled.
(g) Arnendments. This Agreement may be amended, modified or extended
without new consideration but only by written instrument executed by all Parties.
(h) Governing Law. This Agreement shall be construed in accordance with and
govemed by the laws of the state of Oregon.
(iD
(iii)
notice may be given by personal delivery and shall be effective upon
notice may be given by facsimile transmission to the facsimile
PagcT - ASSET PURCFIASE AGREEMENT
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(i) Severability. [f any portion of this Agreement shall be held invalid or
unenforceable to any extent, the validity of the remaining provisions shall not be affected thereby
provided that the remaining provisions preserves for each Party the material benefits, rights, and
obligations of this Agreement.
0) Number, Gender and Captions. In construing this Agreement, it is
understood ttrat if the context so requires, the singular pronoun shall be taken to mean and include
the plural, the masculine, the feminine pnd the neuter, and that generally all grammatical changes
shall be made, assumed and applied to individuals, Iimited liability companies and/or coqporations
and partnerships. All captions and section headings used herein are intended solely for convenience
of reference and shall in no way limit any of the provisions of this Agreement.
(k) Binding Effect. The covenants, conditions and terms of this Agreement
shall extend to and be binding upon and inure to the benefit of the successors and permitted assigns
of the Parties.
(l) Execution in Counterparts. This Agreement may be executed in any
number of counterparts and by different Parties hereto on separate counterparts, each of which
counterpart, when so executed and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the same Agreement.
(m) Statutory Notice. THE PROPERTY DESCRIBED IN THIS
INSTRUMENT MAY NOT BE WITHIN A FIRE PROTECTION DISTRTCT PROTECTING
STRUCTURES. TTM PROPERTY IS SUBJECT TO LAND USE LAWS AND
REGULATIONS TIIAT, IN FARM OR FOR.EST ZONES, MAY NOT AUTT{ORIZE
CONSTRUCTION OR SITING OF A RESIDENCE AND THAT LIMIT LAWSUITS
AGAINST FARMING,OR FOREST PRACTICES, AS DEFINED IN ORS 30.930, IN ALL
ZONES. BEFORE SIGNING OR ACCEPTTNG THIS INSTRUMENT, THE PERSON
TRANSFERRTNG FEE TITLE SHOULD INQUIRE ABOUT TI{E PERSO}i'S RIGFMS, IF
ANY, UNDER ORS 195.300, I95.30I, AND 195.305 TO 195.336 AND SE,CTIONS 5 TO 1I,
CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND i7, CHAPTER 855,
OREGON LAWS 2009, AND SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2OIO.
BEFORE SIGNING OR ACCEPTING THTS INSTRUMENT, TIIE PERSON ACQUIRING
FEE TITLE TO THE PROPERTY SHOULD CHECK WITH THE APPROPRIATE CITY OR
COTINTY PLANNING DEPARTMENT TO VERIFY TT{AT 1-I{E TINIT OF LAND BETNG
TRANSFERRED IS A LAWFULLY ESTABLISFIED LOT OR PARCEL, AS DEFINED IN
ORS 92.010 OR 2I5.OIO, TO VERIFY THE APPROVED USES OF TTIE LOT OR PARCEL,
TO VERTFY THE EXISTENCE OF FIRE PROTECTION FOR STRUCTTIRES AND TO
INQUIRE ABOUT THE RIGHTS OF NEIGHBORING PROPERTY OWNERS, IF ANY,
UNDER ORS 195.300, 195.301, AND 195.305 TO 195.336 AND SECTIONS5 TO 11,
CHAPTER 424, OREGON LAWS 2007, SECTIONS 2 TO 9 AND 17, CI{APTER 855,
ORECTON LAWS 2009, AND SECTIONS 2TO7, CIIAPTER 8, OREGON LAWS 2010.
ITTTE BALANCE OF TIIIS PAGE HAS INTENTIONALLY BEEN
LEFT BLAI{K; SIGNATTIRE PAGE FOLLOWSI
Page 8 - ASSET PURCFIASE AGREEMENT
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[SIGNATURB PAGB TO AGREEMENTI
IN WITNESS WHEREOF, the Parties executed this Agreement with the intent that it be
effective as of the Effective Date.
PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation
IDAHO POWER COMPANY, an Idaho
corporation
By:
Name:
Title:
Address:
Facsimile:
1221 West ldaho Street
Boise, ID 83702
By:
Narne:
Title:
Address:
Facsimile:
Portland, OR97204
(s03) 464-2200
Marla M-Pope
SRVP Power Suppty &
POWER RESOURCES COOPERATIVE, an
Oregon cooperative corporation
By:
Name:
Title:
Address:
Facsimile:
711 NE Halsey
Portland, OR97232
(s03) 288-2334
Page 9 _ ASSET PURCHASE AGREEMENT
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ISIGNATURE PAGE TO AGREEMENTI
IN WITNESS WHEREOF, the Parties executed this Agreement with thc intent that it be
effective as of the Effective Date.
PORTLAND GENERAL ELECTzuC
COMPANY, an Oregon corporation
By:
Name:
Title:
Address:
Facsimile:
12l SW Salmon Street
Portland, OR 97204
(s03) 464-2200
IDAHO POWER COMPAIIY, an ldaho
corporation
Address:
Facsimite:
1221 West tdaho Street
Boise,ID 83702
POWER RESOURCES COOPERATIVE, an
Oregon cooperative corporation
By:
Name:
Title:
Address:
Facsimile:
7l I NE Halsey
Portlan4 OR97232
[phone]
Page 9 _ ASSET PURCHASE AGREEMENT
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[SIGNATURE PACE TO AGREEMENT]
IN WITNESS WHEREOF, tlie Panies executed this Agreement w,ith the intent that it be
effectiVe as of the Effective Dxe.
PORTLAND GET{ERAL ELECTRIC
COMPANY, an Oregon corporation
By;
Namq:
Title:
Address;
Facsimile:
I'21 SW SalmonStreet
Portland, OR.97204
(si03) 464-2200
B),:
Name;
Title:
Addrsss:
Facsimile:
7ll NEHalsey
Ponland OR97232
(soj) 28s-2334
IDAHO POWER COMPANY, an Idaho
c,orporation
By:
Nanre:
'l'itle:
Addrcss:
Facsimile;
l22l Wesr Idaho Street
Boise,lD 83702
COOPERATME, an
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,\pri\ t'.{r ?-o \1
Page 9 - ASSET PURCHASE AGEEEMENT
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EXHIBIT 1
"Cartlr Reservoir" means the Carty water reservoir, including the dam and leakage collection
system.
"Columbia River Intake" means the intake rights from the Columbia River including pumps,
intake, electrical, and piping to Carty Reservoir. Number One Boardman Station does not have
an intake structure at the Columbia River. Number One Boardman Station made a'Contribution
In. Aid of Construction (CIAC) payment to connect to the Boeing-Agri Pipeline and thus
acquired the rights ofuse.
aCommunications Equipment and Housing" means the Boardman Project equipment required
for establishing primary and backup communication for data between the generating plants,
substation and PGE corporate offrces, which shall be a rack installed by PGE in the Boardman
Project communication room using existing Boardman Project infrasftucture.
"Existing Water Intake Structure" means the Number One Boardman Station intake structure
including the excavation, concrete structure, intake trash screens, traveling water screens, screen
wash pumps, and auxiliaries, but not including the service water pumps or circulating water
pumps, nor any of the Number One Boardman Station service water or circulating water piping.
"Potable Water System" means the Boeing well, well pump, electric supply to the well pump
area and well pump building but not any of the potable water distribution at the Number One
Boardman Station.
"Tower Road Rights" shall mean Tower Road from the end of the public road to the
intersection with the entrance to Carty Cenerating Station.
"Wastewater Ponds" means the existing settling ponds at the Number One Boardman Station.
EXhibit I tO ASSET PURCHASE AGREEMENT
EXHIBIT 2a
[,ocations of Shared Facilities
I Exhibit 2 to AssET pURCSASE AGREEMENT
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Locations of Shared Facilities
Exhibit 2 to ASSET PURCHASE AGREEMENT
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BILL OF SALE AND EASEMENT AGREEMENT
THIS BILL OF SALE AND EASEMENT AGREEMENT ("Agreement") is made and
entered into effective , 2014 ("Effective Date"), by and among
PORTLAND GENERAL ELECTzuC COMPANY, an Oregon corporation ("PGE,), IDAHO
POWER COMPANY, an Idaho coqporation ('[PC"), and POWER RESOTIRCES
COOPERATfVE, an Oregon cooperative corporation ("PRC") (each of the foregoing parties is
sometimes hereinafter referred to as a "Part5/" and all of the foregoing parties are sometimes
hereinafter collectively referred to as the "Parties").
RE,CITALS
A. The Parties, as tenants-in-common, own a coal-fired generating facility located on
land in Morrow County, Oregon, and certain associated equipment and facilities (collectively,
"Number One Boardman Station" or "Boardman Project"). The legal description of the land
upon which the Number One Boardman Station is located is set fo(h in Schedule I attached
hereto and by reference incorporated herein.
B. The Parties or their predecessors in interest entered into an Agreement for
Construction, Ownership and Operation of the Number One Boardman Station on Carty
Reservoir dated October 15, 1976, which was amended on September 30, 1977, October 31,
19'17, Jamtary 23, 1978, February 15, 1978, September l, 1979, March 15, 1994, and an
Agreement and Seventh Amendment dated 2014 (collectively, the
"Ownership Agreement"). Terms using initial capital letters in this Agreement that are not
othenvise defined shall have the meanings given to them in the Ownership Agreement.
Additional defined terms are set forth in Schedule 2 attached hereto and by reference
incorporated herein.
C. PGE owns eighty percent (80%) of the Project, IPC owns ten percent (10%) of the
Project, and PRC owns ten percent (10%) of the Project.
D. Section 19 of the Ownership Agreement provides PGE, either individually or
jointly with other entities, public or private, with the right to construct and operate additional
power generating units on the Carty Reservoir and, in connection therewith, to acquire (l) Sood
and marketable fee title to the land that will underlie the additional generating plant and any
additional related facilities that will not b€ used in common with the Project, (2) a proportionate
undivided interest in common, in proportion to the number of generating units, in those facilities
of the Project that may be used in common by the owners of the additional generating units,
including, but not limited to, the reservoir, purnping facilities, pipelines from the Columbia
River, roads, railroad spurs, docks, parking lots, fencing and transmission facilities and (3) a
nonexclusive easement over the remainder of the Plant Real Property, except for the land
underlying the Generating Plant not to be used in common, for all purposes necessary or
appropriate to the construction, operation and maintenance of the additional generating unit (the
"Section 19 Right").
PAge I - BILL OF SALE AND EASEMENT AGREE,MENT
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E. PGE is constructing a new power generating unit ("Cart5r Generating Station"
or "Carty Project") on the Carty Reservoir, but not on the Plant Real Property, as described in
Section 19 of the Ownership Agreement. The purpose of this Agreement is to provide for the
conveyance and assignment to PGE of the Shared Facilities and the Plant Real Properly
Easement which are necessary or convenient to the operation of the Carty Generating Station as
described in subsections l9(a) and 19(b) of the Ownership Agreement. This Agreement is being
entered into pursuant to the terms of an Asset Purchase Agreement ("APA") between the Parties
datedeffectiue-,20l4,thetermsofwhichareincorporatedhereinbythisreference.
F. For the purpose of this Agreement the term "Grantor" means, collectively, PGE,
IPC, and PRC, as tenants-in-common, and the term "Grantee" means PGE.
AGREEMENT
NOW, TIDREFORE, based upon the foregoing Recitals and the mutual covenants
hereinafter set forth, the Parties agrce as follows:
l. Shared Facilities. The shared facilities consist only of the Carty Reservoir,
Columbia River Intake, Existing Water lntake Structure, Potable Water System, Tower Road
Rights, Wastewater Ponds, and Communications Equipr,nent and Housing (all of the foregoing,
collectively, the "Shared Facilities") as expressly defined in this Agreement. The Shared
Facilities are described in Schedule 2, attached hereto and by reference incorporated herein, and
further identified in the pictures attached hereto to as Schedules 3a and 3b and by reference
incorporated herein.
2. Bill of Sale for Shared Facilities. At the Effective Date of this Agreement, the
Carty Project, as proposed and being developed by PGE, contains one generating unit and the
Boardman Project contains one generating unit. Subsection 190)(2) of the Ownership
Agreement requires the Parties to convey to PGE, in its capacity as the sole participant in the
Carty Project, an interest in the Shared Facilities in proportion to the number of generating units,
that is, fifty percent (50%). Pursuant to subsection l9(b)(2) of the Ownership Agreement, this
Section 2 shall constitute a bill of sale ("Bill of Sale"), and, pursuant to this Bill of Sale and the
terms of this Agreement, the APA and the Ownership Agrcement, Grantor hereby grants,
transfcrs and assigns to Grantee, in its current capacity as the sole participant in the Carty
Project, a fifty percent (50yA undivided interest as a tenant-in-common in and to the Shared
Facilities, separate and apart from the land upon which such Shared Facilities are located or
affixed, including the right to access, use, improve and adapt at Grantee's sole expense and
subject to the terms of Section 4, such Shared Facilities for use for the Carty Generating Station.
AII such Shared Facilities shall be deemed constructively severed from the underlying land for
the purpose of this grant, transfer and assignment and shall hereby constitute personal property
owned in the following percentages: PGE - 90 percent; tPC - 5 percent; and PRC - 5 percent.
Notwithstanding anything in such grant, transfer and assignmenf the Parties acknowledge and
agree that the grant, transfer and assignment to Buyer in Buyer's current capacity as the sole
participant in the Carty Generating Station shall not affect the rights and obligations of the
Parties to participate in the Construction and Operation of, and be entitled to the Output and
capacity of, the Project (as that term is defined in the Ownership Agreement), according to ilre
Ownership Shares as set forth in Section 2(a) of the Ownership Agreement. fhe Parties
Page}- BILL OF SALE AND EASEMENT AGREEMENT
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acknowledge and agree that the grant, transfer and assignment contemplated herein, while
transferring an undivided ownership interest in the Shared Facilities, does not transfer an
Ownership Share in the Project, and therefore, will not result in any reduction of entitlement of
PRC and/or IPC to Output or capacity in and from the Project (as that term is defined in the
Ownership Agreement), including without limitation tlre Boardman-Slatt Line Facilities, and the
Dalreed Line Facilitiesn under the Ownership Agreement. Buyer further covenants and agrees
with the Non-PGE Sellers that, as long as Buyer owns any interest in the Shared Facilities, Buyer
will comply with the obligations of PGE under the terms of the Ownership Agreement and not
use the Shared Facilities for the benefit of the Caty Project in a manner that will unreasonably
interfere with thE operation of the Project (as that term is defined in the Ownership Agreement).
Each Party waives its common law and statutory rights to partition the Shared Facilities. The
interests of the Parties as title holders in the Shared Facilities shall not merge with the Parties' fee
title in the land that underlies the Shared Facilities. If any of the Shared Facilities are located on
land held by Grantor under easements rather than held by Grantor by way of fee title, then for
those Shared Facilities, this grant, transfer and assignment shall be deemed to be a grant, transfer
and assignment of those Shared Facilities together with permanent, nonexclusive and irrevocable
sub-easements necessary for access, use, operation and maintenance, subject to all of the terms,
conditions and reskictions in the master easements and the APA.
3. Plant Real Property Easement. Pursuant to subsection 19(bX3) of the
Ownership Agreement, Grantor hereby Brmb, conveys and assigns to Grantee a permanent,
nonexclusive and irrevocable easement in, over and across the Plant Real Propefi described in
Schedule I for all purposes necessary or-appropriate to (a) use, operate, improve, and maintain
Grantee's interest in the Shared Facilities and (b) construct operate, and maintain the Carty
Generating Station (the "Plant Real Property Easement"). This Plant Real Property Easement
is appurtenant to and benefits the Carty Generating Station which is legally described in
Schedule 4 attached hereto and by reference incorporated here. The interests of PGE as a fee
title holder in the Plant Rea[ Property shall not merge with PGE's easement estate granted under
this Section 3.
4. Noninterference. [n the exercise of its rights under this Agreement, each Party
shall not materially impair or obstruct, or materially interf'ere with, the operations of any other
Party, and Grantee's use of the Shared Facilities and Plant Real Property Easement shall not
unreasonably interfere with the operations of the Number One Boardman Station.
5. Operation and Maintenance and Costs Thereof. The Shared Facilities and
Plant Real Property Easement shall continue to be operated and maintained by PGE as the
opcrator of the Number One Boardman Station in accordance with the terms of the Ownership
Agreement. On and after the Effective Date, Grantee shall pay the percentages of the Costs of
Operation and Costs of Capital Additions (but not Costs of Fuel) tbr the Shared Facilities as
stated in the APA. All payments by Grantee to Grantor shall be paid according to the terms of
the Ownership Agreement including Sections 9, 10, and 13 thereof.
6. Representations and Warranties.
(a) Each Grantor hereby severally remakes the rcspective representations and
warranties made by that Grantor, as oontained in Section 8 of the APA, to Grantee as applicable to
Page 3 - BTLL OF SALE AND EASEMENT AGREEMENT
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the transfer of the Shared Facilities and Plant Real Property Easement as contemplated hereby.
Without intending to limit the preceding sentence, each Grantor hereby separately represents and
warrants to Grantee, subject to the limitations stated in the APA, that title to that Grantor's tenancy-
in-common furterest in the Shared Facilities and Plant Real Property Easement is free and clear of
all claims, liens, security interesLs, and encumbrances of any nature created or suffered by that
Grantor or persons claiming by or through such Grantor, and each Grantor warrants and will defend
such title against the claims of all persons and entities lawfully claiming by or through such Grantor
other than (i) liens and encumbrances permited by the terms of the Ownership Agreement, (ii) liens
and encumbrances, if any, disclosed in the APA or in Schedule 6 attached hereto and made a part
hereof, and (iii) the terms of the master easements where Grantor's estate in one or more of the
Shared Facilities is an easement estate. Except as disclosed in the APA, each Grantor represents
and warrants that all Regulatory Approvals (as defined in the APA) necessary to make such grants,
transfers, and assignments effective have been obtained by such Grantor.
(b) Except as otherwise provided in the APA with respect to that Parfy, each
Party severally represents and warrants to the other Parties that (r) such Party has the legal power,
righg and authority to enter into this Agreement and to consummate the transactions contemplated
hereirU and (ii) the individual executing this Agreement on behalf of each such Pa(y has the legal
power, right, and actual authority to bind such Party to the terms and conditions of this Agreement.
Each Pa4y is making and is only responsible for its own representations and warranties and not for
the representations and warranties of any other Party. If a Party breaches a representation or
wananty but another Party does not the damaged Parry's sole recourse is against the Party that
breached the representation or warranty. Subject to the foregoing, any Party that breaches one of
the foregoing representations, warranties, or covonants shall defend, indemniff, and hold the other
Parties harmless from and against any liability, cause, claim, loss, damage, or experse, including
attorney fees, that a Party suffers as a result of a breach of the representations, warranties, or
covenants of such Party contained in this Agreement.
7. General and Miscellaneous Provisions.
(a) After-Acquired Title. To the extent that any Grantor at any time
hereafter obtains greater or additional rights and/or interests in the Shared Facilities or Plant Real
Property Easement, thcn the rights and intcrests granted to Grantee by such Grantor shall be
increased and enlarged to the extent necessary to enable Grantee to enjoy all the rights and
benetits contemplated by Sections 2 and 3.
(b) AS-IS Condition- 'fhe Shared Faoilities and the Plant Real Property
Easement are granted, conveyed and assigned to Grantee subject to the present condition of the
Shared Facilities and the Plant Real Property Easement and on an "as-is" basis, and Grantee
hereby accepts the Shared Facilities and the Plant Real Property Easement in such condition and
on such basis. Grantee acknowledges that except as sct forth herein and in the APA, no Grantor
has made any representation or warranty as to the suitability of any of the Shared Facilities or the
Plant Real Property Easement for the conduct of Grantee's operations at the Carty Generating
Station-
Page 4 - BILL OF SALE AND EASEMENT AGREEMENT
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(c) Prior Agreements. This Agreement the APA, and the Ownership
Agreement are the entire, final, and complete agreement of the Parties pertaining to thc granl
fransfer, and assignment of the Shared Facilities and the Plant Real Property Easement and
supersede and replace all written and oral agreements heretofore made or existing by and among the
Parties or their representatives insofar as the conveyance and assignment of the Shared Facilities
and the Plant Rea[ Properly Easement is concemed. No Parly shall be bound by any promises,
representations, or agreements, except as are herein expressly set forth or as set forth in the APA or
the Ownership Agreement.
(d) Memorandum of Easement Agreement. Concurrently with the execution
and delivery of this Agreemen! the Parties shall execute and deliver a memorandum of bill of sale
and easement agrcement placing of public record notice of the existence of this Agreement in the
form attached hereto as Schedule 5. Grantee shall cause the memorandum of bill of sale easement
agreement to be recorded in the Morrow County real property records and Grantee shall pay the
recording cost.
(e) Time is of the Essence. Time is expressly made of the essence of each
provision of this Agreement.
(0 Notices. Any notice required or permitted under this Agreement shall be in
writing and shall be given as follows:
(i) notice may be given by certified mail, return receipt requestd
addressed to the addressee at the address set forth below the name of the Party on the signature
pages of this Agreement or at such other address as one Party may indicate by written notice to the
other Parties, and shall be effective two (2) business days after having been deposited in the United
States mail;
(ii) notice may be given by personal delivery and shall be effective upon
delivery; and
0ii)notice may be given by facsimile transmission to the facsimile
number set forth below the name of the Party on the signature pages of this Agreement or at such
other facsimile number as one Parly may indicate by written notice to the other Parties and shall be
effective upon successful transmission.
(g) Brokers. No person acting on behalf of Grantor is or will be entitled to
any brokerage fee, commission, finder's fee or financial advisory fee from Grantee in connection
with the transactions contemplated by this Agreement or the APA. No person acting on behalf
of Grantee is or will be entitled to any brokerage fee, commission, finder's fee or financial
advisory fee from Grantor in connection with the transactions contemplated by this Agreement
or thc APA.
(h) Nonwaiver. Failure by any Party at any time to require performance by any
other Pa(y of any of the provisions hereof shall in no way affect the Pa4y's rights hercundcr to
Page 5 _ BILL OF SALE AND EASEMENT AGREEMENT
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enforce the same nor shall any waiver by the Parfy of the breach hereof be held to be a waiver of
any succeeding breach or a waiver of this nonwaiver clause.
(i) No Merger. The obligations set forth in this Agreement and in the APA
shall not merge with the transfer or conveyance of the Shared Facilities and the Plant Real Property
Easement but shall remain in effectuntil fulfilled.
0) Amendments. This Agreement may be amended, modified or extended
without new considcration but only by written instrumcnt executed by all Parties.
(k) Governing Law. This Agrcement shall be construed in accordance with and
governed by the laws of the state of Oregon.
0) Severability. If any portion of this Agreement shall be held invalid or
unenforceable to any extent, the validity of the remaining provisions shall not be affected thereby.
(m) Number, Gender and Captions. ln construing this Agreemeng it is
understood that if the context so requires, the singular pronoun shall be taken to mean and include
the plural, the masculine, the feminine and the neuter, and that generally all grammatical changes
shall be made, assumed and applied to individuals, limited liability companies and/or corporations
and partnerships. All captions and section headings used herein are intended solely for convenience
of reference and shall in no way limit any of the provisions of this Agreement.
(n) Binding Effect. The covenants, conditions and terms of this Agreement
touch and concern the land, run with the land and shall extend to and be binding upon and inure to
the benefit of the successors and permitted assigns of the Parties and the current and future owners
of the Number One Boardman Station, the Plant Real Property and the Carty Generating Station.
(o) Execution in Counterparts. This Agreement may be executed in any
number of counteqparts and by different Parties hereto on separate counterparts, each of which
counterpa( when so exgcuted and delivered, shall be deemed to be an original and all of which
counterparts, taken together, shall constitute but one and the samc Agreement.
ITIIE BALAI\ICE OFTHIS PAGE TTAS INTENTIONALLY BEEN
LEFT BLANK; SIGNATURtr PAGE FOLLOWSI
Page 6 - BILL OF SALE AND EASEMENT AGREEMENT
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[srcNATuRE PAGE TO AGREEMENT]
IN WITNESS WI{EREOF, the Parties executed this Agreement with the intent that it be
effective as of the Effective Date.
PORTLAND GENERAL ELECTzuC
COMPANY, an Oregon colporation
By:
Name:
Title:
Address:
Facsimile:
121 SW Salmon Street
Portland, OR97204
(so3\ 464-2204
IDAHO POWER COMPANY, an ldaho
corporation
By:
Name:
Title:
Address:
Facsimile:
l22l West ldaho Street
Boise,ID 83702
POWER RESOURCES COOPERATfVE, an
Oregon cooperative corporation
By:
Name:
Title:
Address:
Facsimile:
Tll NEHalsey
Portland, OP.97232
(s03)288-2334
PAge 7 - BTLL OF SALE AND EASEMENT AGREEMENT
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SCHEDULE I
(Legal Description of the Plant Real Property)
PAReEL 1,: (Trx {o6 1 14, I 15, 1 16, 117 rnd 10n ot JN 2a, lnd lrx tot 105 of ?t{ 2t}
A Prrcrl ol |.nd loolcd ln Slction 13 enrJ tr{. Toqnrhlp ! North, Sugc 2{. Eirl of lltc
Wlllanpt(o Horldlen, ln th6 Courty gl alo{rov/ 9nd Stile al oflgoll dd.albod rr follo*t:
Ssilior 1{ and thr l^/rrren/ loc lb6r ol Seilon 35, orcag,ng lhrt rst6.r deHrh6d a5 tolr*a.
Eqtmq A O." Safn*f Cotnt !.r:(r{fiori tr, S.Cs$t 17 tE. 33 t.d }lt lrr*rtt + 3 flodh.Rtu.zr Ern:Ihsr !ro4h ag' 4!.r' Esd. &o.E *r Hdfi l}E d rscJ Scdql y ! dsl.r)crd 1,82t 65 r..t lo lh. 1np 11s1 d B:l}nr{B l}rfrtr Scrih o'Oi 0f !rydr( i.m m 1..t.
rtrno $a,|l f tOfy t',.i.'t, ?re 6, f.al uerrsr Sa"rtr ??i00 hot, ihailln Wtir 66 00 b.1.
fi'.lca Sfi/n il7 t!ci. nrcll.! S{xrri f{€-l{f E&r. g!&.r3l.at. r'6rlqa !a*l 731,0C &et
Ircror w'*l ?l7.9Okin. rrl'|(t S*u& !8mkd. [r.rr{[ErIl It7,5Ohrd. tr{n(! Sot lrS!"00
tb{t. Israc Gtr{ 3.?B 0C teir. }lerlcr Ndlh 3$s 0'l t€{, ,E r $1!i| t6l. 0O fcc( '|.ricilodl.[rr0?r $rat. r l8985locd.tf* (trNorol3??rltlodtorroaatdllh.No?trt6.otre
Endan 3f. &orc. So.d! le'43{f We3r ald.o 6, S{r(,rdt t'a alocfdtt to tB por., ot
0tqrtlarr{
A160'
A Prrr.l ol lr6d l*ltoo tn fownshlp I Nonh. R.noo Zl. Errt ol fh.lvilhmru. Mo(ldhn, ln
lhr Cornry ol llorror' :nd Strt. o, Orrgon dri(nbrd aD lollo\yr:
It,!. r{*ntrrsl Oust'f {d S.€iod 'i 1; rir, !l! t\ra rro,00tr.i Sl' $o.rfietrl ollerler pl Srctfrl 3.
orrd {g f,lartn* O!el|f o{ Snd,o.t l0 a$ nc Sadrnrs{l Ouanfi d &*ri$ L lytrg abo1'6
afarttm 675 tcat e&r: ntc.n l.,l.!,t
PARCEL2: (a"x lot102 ol 3N ?,(l
{ Pttrl of laFd locltod ln 9cct}on t l, fd*nstrlp 3 Ncrth, Frnlo lf , Errr o/'ri!6 ry[H,lrettoIlddlut in thq Cdity ot Oorolf rild St tr o, O."06d dctctlhod rt folloryr:
8o!fifB d Urc reon tromF,rylr{rt r ro 6!d6!', ?7 11 31 ottd !.1. IorrdF 3 Ha*r.fly{'1,r E:rt Txrr8{ t or$ 48" {gi{l f trr rfit th(' l*oan bla d i*ri scdo,r 31. &rbn06
d 1.t?0 56 t or 19 ft{ Iftr. po''l o, 8r!fir,r{ Th*r& g0rfi 0!06.0tr ltfc& I fiO 0O lalttlfirr gdslrr G'lct{f Wrrl. }4e68 iH. thcrq 56.6t t5 00lGGl,6!a7ra! Ur.rtfi 06 tc.r
[riE6 torrn 377 rrd, t s€. Souln 7"19 lf g.6t $A ?3 tr.t, rtE rca 5!rrr 73t.001G.1.
t Er6 $Jrfi 717 :'{I lr!t, lrE t(r S:..$ $ 0{ Lct. t!e.!cc E.e 717 56 tc"L tenac Sorh got mhlt thqrE g.tr t.t$i.oo loea, tha'6r l,lt{th 3!.fi} 0O t "t. $crco walt ?S34 ul ltrlt ,rri.
f$filt1n?. 16?r $&ar, l.r00 E ll1rl 1116r$. t\iorth 3,? 1tr leu tn r pqAf ao tn. Noih }nr ,J il,{,
s.dfun !.r, tm.6 316&1 4,-43 n:" \t;rd dor{ r:d 3r{irrr rilc 43.08 ffi t0 m! Fcflt 6t
6c0{rrrg
Schedule 1 to BILL OF SALII AND EASEMENT AGREEMENT
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SCITEDULE 2
Additional Delined Terms
"Carty Reservoir" means the Carty water reservoir, including the dam and leakage collection
system.
"Columbia River Intake" means the intake rights from the Columbia River including pumps,
intake, electrical, and piping to Carty Reservoir. Number One Boardman Station does not have
an intake structure at the Columbia River. Number One Boardman Station made a Contribution
In Aid of Construction (CIAC) payment to connect to the Boeing-Agri Pipeline and thus
acquired &e rights of use.
"Communications Equipment and Housing" means the Boardman Project equipment required
for establishing primary and backup communication for data between the generating plants,
substation and PGE corporate offices, which shall be a rack installed by PGE in the Boardman
Project communication room using existing Boardman Project infrastructure.
"Existing Water lntake Structure" means the Number One Boardman Station intake structure
including the excavation, concrete structure, intake trash screens, traveling water screens, screen
wash pumps, and auxiliaries, but not including the service water pumps or circulating water
pumps, nor any of the Number One Boardman Station service water or circulating water piping.
"Potable Water System" means the Boeing well, well pump, electric supply to the well pump
area and well pump building but not any of the potable water distribution at the Number One
Boardman Station.
"Tower Road Rights" shall mean Tower Road from the end of the public road to the
intersection with the entrance to Carty Generating Station.
"Wastewater Ponds" means the existing settling ponds at the Number One Boardman Station.
SChCdUIC 2 TOBILL OF SALE AND EASEMENT AGREEMENT
SCIIEDULE 3a
Locationi of Shared Facilities
Schedule 3 to BILL OF SAIE AND EASEMENT AGREEMENT
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SCHEDULE 3b
Locations of Shared Facilities
Schedule 3 to BILL OF SALE AND EASEMENT AGREEMENT
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SCIIEDULE 4
CARTY GENERATING STATION 1
LEGAL DESCRIPTION
PARCEL 2 OF PARTITION PLAT 2OII-3, SITUATED IN SECTIONS 32 &33, TOWNSHIP 3 NORTH, RANGE
24 EAST, W.M., MORROW COUNTY, OREGON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 33 MONTIMENTED WITH A GENERAL
LAND OFFICE SURVEYBRASS CAP STAMPED "1939";THENCE S 89"26'55"W,2635.86 FEET ALONG
THE NORTH LINE OF SAID SECTION TO THE NORTH ONE.QUARTER CORNER OF SAID SECTION 33;
THENCE S OO'54'29"E,200I.I2 FEET ALONG TI{E WESTLINE OF THENORTHEAST QUARTER OF SAID
SECTION; THENCE S 50o49'00'W,1733.27 FEET TO THE NORTHERLY LINE (PROJECTED IiASTERLY)
OF THE PGE TRANSMISSION LINE RIGHT OF WAY; THENCE S 89"59'I8"W,1278.27 FEET ALONG SAID
RIGrf OF WAY TO THE WEST LINE OF SAID SECTION 33; TIIENCE S00"49'23"8, 337.53 FEET ALONG
SAID WEST LTNE TO THE SOUTH LINE OF SAID PGE RIGHT OF WAY; TT{ENCE LEAVING SAID WEST
LINE OF SECTION 33 AND ALONG SAID SOUTTI RIGHT OF WAY LINE, S 89"59' I8"W, 275.02 FEET TO A
POINT ON A NON.TANGENT CTJRVE CONCAVE TO TTM NORTHWEST ON TI{E CENTERLINE OF AN
EXISTING ACCESS ROAD; (THE RADIUS POINT OF SAID CURVE BEARS N82"05'28"W, 1993.1t FEET)
THENCE SOUTHWESTERLY,573.47 FEET ALONG TI{E ARC OF SAJD CURVE THROUGH A CENTRAL
ANGLE OF 16"29'08"; TIIENCE S 22'37'14"W,464.92 FEET TO A POINT OF NON-TANGENT CURVE
CONCAVE TO THE EAST HAVING A RADruS OF 871.14 FEET; (THE RADruS POINT OF SAID CURVE
BEARS S 67.18'04"E) TI{ENCE SOUTHERLY AIONG TTIE ARC OF SArD CURVE THROUGH A CENTRAL
ANGLE OF 22"40'22" TO A POINT OF COMPOUND CTJRVE CONCAVE TO THE EAST W}IOSE RADIUS
POINT BEARS N 86"33'51"8,747.63 FEET; TIIENCE SOUTIIEASTERLY, 636.71 FEET ALONG TI{E ARC
OF SAID CURVE THROUGH A CENTRAL ANGLE OF 48o47'44" TO Tlm END OF SAID CURVE; TIiENCE
S 52o13'53"8, 88.05 FEET MORE OR LESS) TO TI{E SOUTHLINE OF SAID SECTION 32; TIIENCE N
89'26'48''E, 350.74 FEET ALONG SAID SOUTH LINE TO TI{E GLO BRASS CAP MARKING THE CORNER
COMMON TO SECTIONS 32,33, 5 AND 4; TI{ENCE N 89"12'27" E, 3 14.86 FEET TO A 5/8" REBAR WI'[H
CAP STAMPED *LS 02817"; TIIENCE N 34"24'51"8, 1595.26 FEET TO A 5/8" REBAR WITH CAP
STAMPED'LS 02817"; TIIENCE N 72o27'15"8,2859.52 FEET TO A 5/8" REBAR WITH CAP STAMPED'LS
02817'lTIfiNCES 19"07'45"E,779.86FEETTOA 5/8"REBARWITHCAISTAMPED"LS028l7";
THENCE S 72"49'29',8. t 110.01 FEET TO THE EAST LINE OF SOUTHEAST QUARTER OF SAID SECTION
33;TFIENCE N00"52'56"W,IS96.49FEETALONGS{DEASTLINEOFSOUTHEASTQUARTEROF
SAID SECTION TO THE EAST QUARTER CORNER OF SAID SECTTON 33 MONUMENTED WI'TH A
GENERAL LAND OFFICE SURVEY BRASS CAP STAMPED "1939"; TFIENCE N 00"52'56"E, 2655.92 FEET
TO THE NORTHEAST CORNER OF SAID SECTTON 33 AND THE POINT OF BEGINNING.
BEARINGS ARE REFERENCED TO THE OREGON STATEPLANI] COORDINATE SYSTEI\4 NORTH ZONE
AS SHOWN ON SAID PARTITIONPLAT 2OII-3
CONTAINS 335.0 ACRES, MORE OR LESS.
SChEdU[C 4 tO BILL OF SALE AND EASMENT AGREEMENT
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SCHEDULE 5
(See attached form of Memorandum of Bill of Sale and Easement Agreement)
SChCdUIE 5 tO BILL OF SALE AND EASMENT AGREEMENT
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AFTER RICORDING, RETTIRN TO:
Portland General Electric Company
PGE, IWTCI3O1
121 SW Salmon St
Portland, OR 97204Attention: Loretta I. Mabinton Esq.
Associate General Counsel
MEMORANDUM OF BTLL OF SALE AND EASEMENT AGREEMENT
THIS MEMORANDUM OF BTLL OF SALE AND EASEMENT AGREEMENT
("Memorandum") is made and entered into effective 2014 ("Effective
Date"), by and among PORTLAND GENERAL ELECTRIC COMPANY, an Oregon
coryoration ("PGE"); IDAI{O POWER COMPANY; an Idaho corporation ('TPC"), and
POWER RESOURCES COOPERATME, an Oregon cooperative coqporation ('PRC") (each of
the foregoing parties is sometimes hereinafter referred to as a "Part5r" and all of the foregoing
parties are sometimes hereinafter collectively referred to as the "Parties").
RECITALS
A. The Parties, as tenants-in-common, own a coal-fired generating facility located on
land in Morrow County, Oregon, and certain associated equipment and facilities (collectively,
"Number One Boardman Station"), the legal description of which is set forth in Appendix I
attached hereto and by reference incorporated herein.
B. PGE is constructing a power generating unit ("Carty Generating Station")
located on cerlain land, the legal description of which is set forth in Appendix 2 attached hereto
and by reference incorporated herein.
C. The Parties entered into an unrecorded bill of sale and easement agreement ("Bill
of Sale and Easement Agreement") of approximately even date herewith wherein all Parties
granted to PGE certain rights in Shared Facilities of the Number One Boardman Station and a
nonexclusive easement over the Plant Real Properly, all for the benefit of the Carty Generating
Station. Terms using initial capital letters herein that are not otherwise dcfined have the
meanings given to them in the Bill of Sale and Easement Agreement and in the Ownership
Agreement as defined in the Bill of Sale and Easement Agreement.
D. For the purpose of this Memorandum, the term "Grantor" means, collectively,
PGE, IPC, and PRC and the term "Grantee" means PGE.
NOW, THEREFORE, based upon the forcgoing Recitals, the Parties place of public
record notice that Grantor granted to Grantee (a) a proportionate undivided interesf in proportion
PAge I _ MEMORANDUM OF BILL OF SAIE AND EASEMENT AGREEMENT
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to the number of generating units, as a tenant-in-common in the Shared Facilities, which Shared
Facilities have been constructively severed from the land that underlies them by agreement and
intention of the Parties, and (b) the Plant Real Property Easement. Both grants are made to and
for the benefit of the Carty Generating Station and all successors in ownership thereof. The
interests of PGE as a title holder or owner of the Shared Facilities and of the Plant Real Properly
Easement shall not merge with PGE's fee title or ownership estate in the Shared Facilities or in
the Plant Real Property.
This Memorandum may be executed in any number of counterparts and by different Parties
hereto on separrte counterparts, each of which counterpart, when so executed and delivered, shall be
deemed to be an original and all of which counterparts, taken together, shall constitute but one and
the same Memorandum. In the event of conflict or inconsistency between this Memorandum and
the Bill of Sale and Easement Agreement, the Bill of Sale and Easement Agreement will control.
IN WITNESS WHEREOF, the Parties executed this Memorandum with the intent that it
be effective as of the Effective Date.
PORTLAND GENERAL ELECTRIC
COMPANY, an Oregon corporation
By:
Name:
Title:
IDAHO POWER COMPANY, an Idaho
corporation
By:
Name:
Title:
POWER RESOURCES COOPERATIVE,, AN
Oregon cooperative corporation
By:
Name:
Title:
STATE OF OREGON
Pzge? - MEMORANDUM OF BILL OF SALE AND EASEMENT AGREEMENT
by
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County of Multnomah )
This instrument was acknowledged before me on
Electric Company, an Oregon coqporation, on behalf of the corporation.
Notary Public
PrintName
My commission expires
STATE OF OREGON )
) ss.
County of Multnomah )
This instrument was acknowledged before me on
20t4,
of Portland General
20_,
of Power Resources
Cooperative, an Oregon cooperative corporation, on behalf of the cooperative corporation.
Notary Public
Print Name
My commission expires
Page 3 _ MEMORANDLM OF BILL OF SALE AND EASEMENT AGREEMENT
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STATE OF IDAHO )
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)County of
On this duy of in the year of 20_, before oe,
personally appeared known or identified to
me to be the person whose name is subscribed to the within instrument and acknowledged to me
that he executed,the same as the of Idaho Power Company, an
Idaho corporation, on behalf of the corporation.
Notary public for Idaho
My commission expires:
Page 4 _ MEMORANDUM OF BILL OF SALE AND EASEMENT AGREEMENT
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APPENDIX I
fiegal description of Plant Real Propertyl
PARCEI t: (T6x lotr l14, 1 16, 116, 1 rl rnd 10{ ol Jlt 21, enal Tex tol 10S ot ?{ 14}
A Prrcol of lrr( loeelcd ln Stctlm tr! cnd 9. ToHtrhlp ! llorth, Rrnga 24. Errt ot thcWlli{tolt0 (lorfdfen. l,! tha Coutrif Ol trIorror., ,r1o Stato ol Orogo.! doscdbod er lollorfa:
Srt:,on 34. rr( ths l!{erl€ny i00 leu ot Soclk r 35. ercnp:h, lh.t po(tron rfu&rru:d sa hr}6
Segnrq er Oc Sc*ac (}ilE rfiIldr to 5.r{drr Z, 2C. 1rl ri 9t, Iginsrqr S Ndn.RzE 2.1 Ctfl. tltctr No.fit gf €.?" FrrL laaT &c t{lrfi EE d r.i{, 9cffr },t e 6star rx
o{ 1.8?0 56 tr.l !0 th. rlrt dl d S{{t.!,I.te nra{t{. Sa.r}t 005001 wrrl. t,OOl 0O {orr,ilrcrle E$un i, lolf tl4*. 2&&f,|t, UHnorEr.Orr"SOo tu t. trr{r.n Wbrr (6 6 ts.t
oi.rFr SilI$ trf tuqfi{rlq Ec/ll?"afiC Ar( trt.Il t.!r. rlcrl(. 3.rfr r3l 00,k.trlgq $rcrl ? 17.36 hlq 0Eird!.8!i!r lanp ht r'Gflcr at 7.r 7 30 rcd. ul.'lc ssnb ln t -rcrcd. rrl.nca €.( r.r6"ofud, [ti(r Nqft !st0.0o tlrt,.crE v1hi28]. m tlrt *lcfi,r{oot { f U?7 Warl 'l ,ltott hr( lhanc l{ortt g?.4i l..t rc . po|{ on [rc Norrh bx or s,o
. Sdia{r! 3., fi({tor S0*{r afaS'{f We donC rd.t g!d*r ho {}fi le!:l ro fto For* d8a{t!*vn!
AL$O-
A P.rc.l of lmd ,ocrlrd ln ToqnrhlE 1 ttortt\ Rrn[d 2a, Er.r ol the Wt,l.mafle tile(ldtrn, tn
thr Cqunly oI *loraolv ,ttd St.ia o, qlGooo dcrcrlt*{, rr ,otlowrl
Illc *rtrtaQrllrla dget tt, md d 0lrt oorro.r olthe Sarth:ast r)rrbrter ol Sedbl l.d !!*(onha..l Otrl!, C eicao,l f0. .!d tho Sortltrqmt Ouencr ol Seclor 2. tyrE :itqy6cl*riot o75 ldai inn rur reehd.
AtRpFL 2r (Tsr lot't0t ol.irN l{l
A furEil of l.rd lo.st d lo Soclror g. Towndlfltr ilorrh, Rango 21. Eral of tho WllLlnctro
Ua.idLn, ln fia Coar.rl, of tlo..oqr.nd Su(a ol Orogon daftdt,Gd ri ,ollo$.r:
Brtrn 1! a fxr S{d*t,Cofir kin'rlm L sg{rron It, rt. s3 r"d !a, I offihp J N}rttRrng;&r€rd, Itl.'rqtllCliterf'tf €arL do.{l'!l{!rrr lrlad|'a EaUirJr e Caru
or t.8!4.,53 fod 5 lla :t tl. ltildBf,;rho Th6nc€ Sor{h FGfof l^l€t l,m O forrttrE 3ofiG'roq:f W.*,:{OGtC.( UsoSa..Ot l:!!i.q}ri!l: fi.oc..Wcrt O0 txrr.crurr. 3ilrr 37, l.r{, trti Sorri fa8''{f E r( q18,73 b, rt .* $e.$t 73t.0c fa.l,n5rr wart ?t, S0 ,o.f, h6rar 8o.rn 36.0 H. t lcrc Earr , t7 50 tcct rtrcrr<c Sarfr tOl 0nfo4 frns Elrl t;?f6d0 trel firool Bo,rdt 3,509 0o k r thrnc4 Wnd 1f3t.00 l6.t tlxftrtli,go-.?. r(r?7 ti&{ar tJCgU, lr{. Si!{ !{ortl 3it? $ Gc to 6 pffir n $o ihrtr *r&ot rr{,Slcdfi ll. U!<|a 3&jln Gf rral' Wd foog dd Sder b!. ,.3 U, k to trr( Po{n o,8celfiE
AND EASEMENT AGREEMENT
a
Appendix I ro MEMORANDUM OF BIIJ, OI-'SALE
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APPENDIX 2
CARTY GENBRATING STATION 1
LEGAL DESCRIPTION
PARCEL 2 OF PARTITION PLAT 2AIb3, SITUATED IN SECTTONS 32 & 33, TOWNSHIP 3 NORTH, RANGE
24 EAST, W.M., MORROW COT]NTY, OREGON MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE NORTTMAST CORNER OF SAID SECTION 33 MONUMENTED WITH A GENERAL
LAND OFFICE SURVEY BRASS CAP STAMPED "1939"; THENCE S 89"26'55"W,2635.86 FEET ALONG
TllE NORTH LINE.OF SAID SECTTON TO THE NOR'IH ONE-QUARTER CORNER OF SArD SECTION 33;
TIIENCE S 00o54',29"E,2001.12 FEET ALONG TIIE WEST LINE OF THE NORTHEAST QUARIER OF SAID
SECTION; TI{ENCE S 50"49'00"W,1733.27 FEET TO Trm NORTHERLY LINE (PROJECTED EASTERLY)
OF THE PGE TRANSMISSION LINE RIGHT OF WAY; THENCE S 89'59'18"W,1278,27 FEET ALONG SAID
RIGI{T OF WAY TO TFIE WEST LINE OF SAID SECTION 33; THENCE S00o49'23'E, 337.53 FEET ALONG
SAID WEST LINE TO THE SOUTH LINE OF SAID PGE RIGHT OF WAY; TTIENCE LEAVING SAID WEST
LINE OF SECTION 33 AND ALONG SAID SOUIH RIGI{T OF WAY LINE, S 89'59'18"W,275.02 }'EET TO A
POINT ON A NON-TANGENT CI]RVE CONCAVE TO THE NORTHWEST ON T[M, CENTERLINE OF AN
EXISTING ACCESS ROAD; (THE RADruS POINT OF SAJD CtiRVE BEARS N82'05'28"W, 1993.11 FEET)
TIIENCE SOUTHWESTERLY, 573.47 FEET ALONG THE ARC OF SAID CTJRVE THROUGH A CENTRAL
ANGLE OF 16o29'08'; THENCE S 22"37'14"W,464.92 FEET TO A POINT OF NON-TANGENT CURVE
CONCAVE TO THE EAST I{AVING A RADruS OF 871.14 FEET; (T}IE RADIUS POINT OF SAID CURVE
BEARS S 67"18',04"E) THENCE SOUTHERLY ALONG TI{E ARC OF SAID CURVE THROUGH A CENTRAL
ANGLE OF 22"40'22" TO A POINT OF COMPOT.IND CURVE CONCAVE TO TTIE EAST WHOSE RADTUS
POINTBEARSNs6'33'51"8,747.63 FEET;THENCESOUTHEASTERLY,636.TI FEETALONGTI{EARC
OF SAID CURVE THROUGH A CENTRAL ANGLE OF 48"47'44" TO TIIE END OF SAID CURVE; TTIENCE
S 52"13'53"E, 88.05 FEET (MORE OR LESS) TO TTIE SOI-II}I LINE OF SAID SECTION 32; THENCE N
89O26'48"8,350.74 FEET ALONG SAID SOUTH LINE TO TTM GLO BRASS CAP MARKING TI{E CORNER
COMMON TO SECTIONS 32, 33, 5 AND 4; TIIENCE N 89"12'27" 8,314.86 FEET TO A 5/8" REBAR WITH
CAP STAMPED "LS 02817'; THENCE N 34"24'51"8,1595.26 FEET TO A 5/8" REBAR WIfiI CAP
STAMPED"LS02817";THENCEN72"27'15"ts,2859.52FEETTOA 5/8"REBARWITIICAPSTAMPED"LS
02817"; TIIENCE S 19"07'45"E, 779.86 FEET TO A 5/8" REBAR WIT}{ CAP STAMPED "LS 02817";
TT{ENCE S 72o49',29',8, 1110.01 FEET TO TI{E EAST LINE OF SOUTI{EAS'r QUARTER OF SArD SECTION
33; TI{ENCE N 00'52'56"w,1596.49 FEET ALONG SAID EAST LINE OF SOUTHEAST QUARTER OF
SAID SECTION TO THE EAST QUARTER CORNER OF SAID SECTION 33 MONUMENTED WITH A
GENERAL LAND OFFICE SIIRVEY BRASS CAP STAMPED "1939"; THENCE N 00o52'56'E, 2655.92 FEET
TO TI{E NORT}IEAST CORNER OF SAID SECTION 33 AND THE POINT OF BEGINNING.
BEARINGS ARE REFERENCED TO TtM OREGON STATI] PLANE COORDTNATE SYSTEM, NORTII ZONE
AS SHOWN ON SAID PARTITTON PLAT 2011.3
CONTAINS 335.0 ACRES, MORE OR LESS.
Appendix 2 to MEMORANDLM OF BILL OF SALE AND EASEMENT AGREEMEN'I
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SCIIEDULE 6
Permitted LieJs
l. The lien for current real property taxes not yet due and payable.
2. Mortgages and filings relating to the interest of Power Resources Cooperative, an
Oregon cooperative (as to an.100 undivided interest) in favor of:
(a) U. S. Department of Agriculture, Rural Utilities Service
(b) National Rural Utilities Cooperative Finance Corporation
3. Mortgage and filings relating to the interest of Idaho Power Company, an Idaho
corporation (as to an .100 undivided interest) pursuant to Mortgage and Deed of Trust dated
October l, 1937, as amended, in favor of Bankers Trust Company and R.G. Page, Trustees, their
successors assigns.
4. Mortgage and filings relating to Portland General Electric Company, an Oregon
corporation (as to an .800 undivided interest), pursuant to the lndenture of Mortgage and Deed of
Trust dated July 1, 1945, between the Portland General Electric Company and Wells Fargo
Bank, National Association (as successor to HSBC Bank USA, National Association), a national
banking association, in its capacity as trustee (together with any successors and assigns in such
capacity), as amended and supplemented from time-to-time.
5. Liens and encumbrances jointly created by Grantor and Grantee subsequent to
each Grantor's acquisition of its interest in the Property.
SChCdUIE 6 tO BILL OF'SALE AND EASEMENT AGREEMENT