20161115Asset Sale to McCain Foods.pdf

LISA D. NORDSTROM
Lead Counsel
[e-mail]
November 10, 2016
Daphne Huang
Lead Deputy Attorney General
Idaho Public Utilities Commission
P.O. Box 83720
Boise, Idaho 83720-0074
An IDACORP company
RECEI !ED
Z.J 6: :ov 15 P 2: 5 9
Re: Idaho Power Company Asset Sale to McCain Foods USA, Inc.
Dear Ms. Huang:
Idaho Power Company ("Idaho Power" or "Company") plans to sell certain Idaho
Power-owned assets to McCain Foods USA, Inc. ("McCain") pursuant to Rule M,
Facilities Charge Service ("Rule M"), of I.P.U.C. No. 29, Tariff No. 101. Idaho Power
provides electric service to McCain's Burley, Idaho facility in accordance with Tariff
Schedule 19, Large Power Service ("Schedule 19"). Pursuant to Rule M, Idaho Power
owns and operates certain transformers and other facilities beyond the Point of Delivery
("POD") for the sole purpose of meeting McCain's service requirements. These Idaho
Power-owned facilities subject to the sale ("Assets") are more particularly described in
Exhibit A to the Asset Purchase and Transfer of Title Agreement, dated October 14,
2016 ("Agreement"). A true and correct copy of the Agreement is enclosed as
Attachment 1 .
To resolve the current mixed ownership issues, Idaho Power and McCain agreed
that McCain would purchase the Assets and thereby assume ownership, operation,
maintenance, and all liabilities associated therewith. As detailed below, Idaho Power
does not believe Idaho Code § 61-328 applies to this transaction but is notifying the
Idaho Public Utilities Commission ("Commission") of this anticipated transaction in
accordance with Rule M.
RuleM
According to Section 3 of Rule M, all sales of Idaho Power-owned facilities
beyond the POD must meet the following provisions:
a. No mixed ownership of facilities. A Customer purchasing Company-
owned facilities installed beyond the POD must purchase all facilities listed on the
Distribution Facilities Investment Report for that location.
P.O. Box 70 (83707)
1221 W. Idaho St.
Boise, ID 83702
Idaho Public Utilities Commission
November 10, 2016
Page 2
b. The Customer must provide the operation and maintenance of all facilities
installed beyond the POD after the sale is complete.
c. The Customer must prepay engineering costs for sales determinations
taking greater than 16 estimated hours of preparation. Sales determinations equal to or
less than 16 estimated hours of preparation will be billed to the Customer as part of the
sales agreement, or after the engineering is completed in instances where the sale is
not finalized .
Idaho Code§ 61-328
Idaho Code § 61-328 does not apply to this transaction because the Assets are
located beyond the POD and are for the sole purpose of meeting McCain's service
requirements. In other words, the Assets are not devoted to the public service. The
Commission found that Idaho Code § 61-328 does not apply where the property is not
already used to serve the public or a portion thereof.1 The Commission subsequently
reiterated its position by stating: "We determined that 'the public or a portion thereof
does not contemplate situations in which utilities' services are offered 'to one person or
corporation under contract."'2 The Commission further stated: "Because Section 61-328
does not apply, a technical hearing was not required." Id. While the Commission found
that Idaho Code § 61-328 does not apply, the factors set forth in that section are
appropriate to consider as guidance when evaluating a utility's proposal to transfer
assets that historically have been devoted to serving only a single customer.3
Even if Idaho Code § 61-328 applies, this transaction satisfies the statutory
requirements. First, considering the Assets only serve McCain, the Asset sale is
consistent with the public interest because it will not affect the delivery and reliability of
electric service to other customers. In addition, the sale price methodology ensures the
cost of supplying service will not increase and rates will not be impacted . Finally,
McCain has agreed to purchase the Assets from Idaho Power and assume ownership,
operation, and maintenance of all Assets beyond the POD.
Sale Agreement and Price Methodology
This transaction satisfies the requirements of Rule M and Idaho Code § 61-328.
No mixed ownership of facilities will occur as a result of this transaction; if the
Agreement is accepted by the Commission, McCain will own, operate, and maintain all
electrical facilities beyond the POD.
1 Case No. IPC-E-15-26, Order No. 33514 at 9.
2Case No. IPC-E-16-07, Order No. 33546 at 3.
3 Case No. IPC-E-15-26, Order No. 33514 at 9.
Idaho Public Utilities Commission
November 10, 2016
Page 3
The total sale price of the Assets is $373,974 and the amount was reached as
the result of an arm's length transaction. Idaho Power applied the same methodology
used in Case No. IPC-E-15-26 to calculate the sale price for McCain. Idaho Power
explained the sale price methodology and resulting amounts to McCain prior to
execution of the Agreement and McCain does not contest the same.
Idaho Power's methodology consists of the following five components that
collectively establish the sale price of the Assets:
a. Net Book Value: Remaining book value based on a 31-year asset life.
The net book value of the Assets is $127,054.
b. True-up of Past Levelized Rate of Return: When a customer seeks to
purchase Company-owned assets under a facilities charge arrangement prior to the end
of the 31-year period when the Assets would be fully depreciated, Idaho Power must
"true-up" the difference between the non-levelized revenue requirement (included in
base rates) and the levelized revenue received to date under the facilities charge
arrangement. The true-up of past levelized rate of return associated with the Assets is
$54,865.4
c. Near-term Rate of Return Impact Resulting from the Sale of Assets: In
situations where Idaho Power agrees to provide facilities beyond the POD in exchange
for the customer paying a monthly facilities charge, Idaho Power invests its capital in
assets to solely benefit that customer. Otherwise, Idaho Power could have invested its
capital in utility infrastructure for inclusion in rate base to generate the authorized rate of
return over the life of the assets. When a customer buys an asset subject to the
facilities charge, Idaho Power's ability to recoup its investment through the facilities
charge ceases; Idaho Power is then faced with limited opportunity to reinvest its capital
in other assets, which also will not generate the authorized rate of return until the
reinvestment is recognized in a future general rate case. This component of the sale
price partially mitigates the financial impact to Idaho Power and represents the present
value of three years of the forgone revenue associated with the levelized rate of return
element of the facilities charge. Idaho Power uses three years as a conservative
estimate for the timeframe between general rate case filings. The near-term rate of
return impact resulting from the sale of the Assets is $32,251.
d. Near-term Operational Impact Resulting from the Sale of Assets: During a
general rate case, the revenue requirement for the Schedule 19 customer class
includes a revenue credit, or reduction, equal to the amount of facilities charge revenue
4 Customers will receive the benefit as a reduction in future rate base because Idaho Power will
record this amount as a credit in account 108.
Idaho Public Utilities Commission
November 10, 2016
Page 4
expected from Schedule 19 customers. Because Idaho Power will not have an
opportunity to recalculate the revenue requirement and reset rates until the next general
rate case, it calculates a near-term operational revenue impact resulting from the sale.
This component partially mitigates the financial impact to Idaho Power and represents
the present value of three years of forgone revenue for costs related to regulatory fees,
operations and maintenance, administrative and general expenses, and working capital
incurred by Idaho Power to service and maintain its distribution facilities. The near-term
operational impact resulting from the sale of the Assets is $57,936.
e. Net Tax Gross-up: For income tax purposes, the Assets are depreciated
at an accelerated rate compared to the straight-line methodology used for financial
accounting purposes. Accelerated tax depreciation creates a taxable value lower than
the net book value of the Assets which results in a gain on the sale that is subject to
income tax. The net income taxes associated with the gain, after removing the deferred
tax adjustment, are grossed up to cover all income taxes associated with this
transaction. The net tax gross-up resulting from the sale of the Assets is $101 ,388.
The total sale price of the Assets is $373,494. Idaho Power will also collect $480
in estimated work order closing costs for a total amount of $373,974. As set forth in
Section 3 of the Agreement, the sale price is subject to change if Idaho Power replaces
any of the Assets before closing the transaction.
Accounting Treatment
Idaho Power will record this transaction using the below accounting treatment.
The accounting follows existing generally accepted accounting principles in the United
States consisting of the following three elements:
a. Removing the Original Cost of the Assets from Idaho Power's Accounting
Records. Idaho Power will remove the assets from its accounting records as follows:
• Debit 108 -Accumulated Depreciation $326, 143
• Credit 101 -Electric Plant in Service $326, 143
b. Recording the Gain on the Sale. Idaho Power will record the gain on the
sale of the Assets as follows:
• Debit 131 -Cash $373,974
• Credit 421 -Miscellaneous Non-Operating Income $192,055
(Near-term rate of return impact of $32,251, near-term operational impact of
$57,936, net gross-up for tax of $101,388, plus work order closing costs of $480)
• Credit 108-Accumulated Depreciation $181,919
Idaho Public Utilities Commission
November 10, 2016
Page 5
(Remaining net book value of $127,054 plus true-up of past levelized rate of
return of $54,865)
c. Recording the Impact on Idaho Power's Income Taxes.
record the impact on Idaho Power's income taxes as follows:
• Debit 409 -Income Taxes
• Credit 236 -Taxes Accrued
• Debit 282 -Accumulated Deferred Income Taxes
• Credit 410 -Provision for Deferred Income Taxes
Idaho Power will
$61,751
$61,751
$16,576
$16,576
Idaho Power's income tax journal entry values are subject to change depending
on federal statutes in effect at the time of the sale, and the actual impact to income
taxes.
Upon review of the above, please advise if Idaho Power may proceed with
closing the Asset sale pursuant to the terms of its Agreement with McCain. Please
contact Regulatory Analyst Zach Harris at 388-2305 with any substantive questions
regarding this letter.
Very truly yours,
Lisa D. Nordstrom
LDN/kkt
Enclosures
cc: Terri Carlock, IPUC
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
IDAHO POWER COMPANY
ATTACHMENT 1
ASSET PURCHASE
AND TRANSFER OF TITLE AGREEMENT
This ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT
("Agreement") is entered into to be effective as of the /~day of October, 2016 ("Effective
Date"), by and between IDAHO POWER COMPANY, an Idaho corporation with its principal
offices located at 1221 W. Idaho Street, Boise, ID 83702 ("Idaho Power") and MCCAIN
FOODS USA, INC. with its principal offices located at 2275 Cabot Drive, Lisle, IL 60532
("McCain"). Idaho Power and McCain may be referred to herein individually as a "Party" or,
collectively, as the "Parties."
RECITALS
A. Idaho Power is an investor-owned electric utility engaged in the generation,
transmission, and distribution of electricity to its customers in southern Idaho and eastern
Oregon;
B. McCain is an Idaho Power customer receiving primary service to its facility
located at 218 West Highway 30, Burley, ID 83318 ("Burley Site");
C. Idaho Power currently owns, operates and maintains the facilities beyond the
Point of Delivery at McCain's Burley Site that arc installed to solely benefit McCain (as more
particularly described in this Agreement, the "Assets").
D. Idaho Power desires to transfer and convey the Assets to McCain, and McCain
desires to obtain title to and assume ownership, maintenance, operation and all liabilities
associated with the Assets pursuant and subject to the terms and conditions of this Agreement.
E. Pursuant to Rule M (Facilities Charge Service) of Idaho Power's Tariff ("Rule
M"), Idaho Code § 61-328, and Oregon Revised Statute § 757.480, Idaho Power is required to
obtain authorization and order from the Idaho Public Utilities Commission ("IPUC") and the
Public Utility Commission of Oregon ("OPUC") approving Idaho Power's sale of the Assets to
McCain (the "Sale"). The transfer of the Assets contemplated by this Agreement is contingent
on Idaho Power receiving approval of the Sale and accounting treatment of the Sale from the
IPUC and the OPUC, without any changes or conditions to Idaho Power's request and subject to
the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set
forth herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Idaho Power and McCain agree as follows:
1) Recitals. The above-stated Recitals are incorporated by this reference and made a
part of this Agreement.
{00187877.DOC; 3}
2) Assets. The Assets to be transferred to McCain pursuant to this Agreement (and
upon approval of the IPUC and OPUC) include:
Plant Account 364
Plant Account 365
Plant Account 366
Plant Account 367
Plant Account 368
Poles, towers and fixtures
Overhead conductors and devices
Underground conduit, pads and vaults
Underground cable and devices
Transfonners, switches and protection devices
The Assets are more particularly described in Exhibit A attached hereto and made part of
this Agreement.
3) Purchase Price. McCain shall pay to ldaho Power the amount of $373,974 for
the Assets ("Purchase Price").. A summary breakdown of the Purchase price is attached hereto
as Exhibit B and made part of this Agreement. McCain acknowledges and confirms that: (a)
McCain has reviewed and fully understands the components of the Purchase Price; (b) McCain
does not contest such amount; and, (c) the Purchase Price is agreed upon between the Parties as
of the Effective Date hereof.
McCain understands and acknowledges the Purchase Price is subject to change if during
such time as the Parties are awaiting approval from the IPUC and the OPUC, Idaho Power is
required to replace any of the Assets. Unless McCain requests otherwise, pursuant to Rule M of
Idaho Power's Tariff, Idaho Power is required to replace failed equipment owned by Idaho
Power installed beyond the Point of Delivery. As such, until such time as Closing (as defined in
Section S of this Agreement) occurs, Idaho Power must replace any failed Assets and the price of
the substitute equipment will be reflected in the Purchase Price pursuant to the same
methodology used to calculate the current Purchase Price.
4) Obligations and Conditions Precedent to Closing; Certain Covenants. The
obligations and conditions listed below must be satisfied or waived in writing before the Parties
are required to affect the transfer and sale of the Assets as contemplated by this Agreement (such
event, the "Closing").
a. IPUC and OPUC Approval. Within 30 days following execution of this
Agreement. Idaho Power shall file an application for approval of the Sale and
accounting treatment of the Sale with the IPUC and OPUC, the contents of which
shall be in Idaho Power's discretion so long as not inconsistent with the material
tenns of this Agreement. Upon receipt of a final, non-appealable order from the
IPUC and OPUC pertaining to the Sale, Idaho Power shall provide McCain with a
copy of the same and:
{00187877.D0C;3}
i. If the IPUC and OPUC approve the Sale and accounting treatment
of the Sale consistent in all material respects with the respective
applications submitted to the IPUC and OPUC by Idaho Power, the Parties
shall proceed with the Sale of the Assets pursuant to the terms and
conditions of this Agreement.
ii. If the IPUC approves the Sale and accounting treatment of the Sale
subject to additional tenns and conditions beyond those set forth in the
application submitted to the IPUC by Idaho Power (as permitted by Idaho
Code § 61-328), the Parties may either: i) mutually agree to incorporate
the additional tenns and conditions into this Agreement and proceed with
the Sale; 1 or ii) not mutually agree to incorporate the additional terms and
conditions into this Agreement, in which case either Party shall have the
right to tenninate this Agreement by notice to the other Party, and upon
such termination this Agreement shall be null and void and of no further
effect and neither Party shall have any further obligations under this
Agreement.
iii. If the lPUC and/or the OPUC deny or refuse to consider or
approve the Sale or the accounting treatment of the Sale consistent in all
material respects with the application submitted by Idaho Power, either
Party shall have the right to terminate this Agreement by notice to the
other Party, and upon such termination the terms of this Agreement shall
be null and void and of no further effect and neither Party shall have any
further obligations under this Agreement.
McCain agrees to support Idaho Power's applications to the IPUC and
OPUC for approval of the Sale.
b. Lien Release. The Assets are subject to a lien created by a Mortgage and
Deed of Trust, dated October I, 1937, between Idaho Power and Deutsche Bank
Trust Company Americas (the "Mortgage"). Following receipt of a signed
resolution adopted by Idaho Power's Board of Directors, Idaho Power shall file a
customary lien release application with the Mortgage trustee, requesting release of
the Assets from the lien of the Mortgage in accordance with the terms of the
Mortgage. Release of the lien by the Mortgage trustee, or McCain's waiver of the
release of the lien of the Mortgage, shall be a condition precedent to the Closing
and to the obligations of the Parties to consummate the Sale as contemplated by
this Agreement. In the event no such release or waiver shall have timely occurred
within 60 days of Idaho Power filing an application for release, either Party shall
have the right to terminate this Agreement by notice to the other Party and, upon
such termination, the terms of this Agreement shall be null and void and of no
further effect, and neither Party shall have any further obligations under this
Agreement.
S) Closing. The Parties agree that the Closing shall occur as promptly as reasonably
practicable following satisfaction of all conditions precedent set forth in Section 4 of this
1 If the IPUC conditions its approval of the Sale on the inclusion of additional terms, and the Panics mutually agree 10
incorporate the same into this Agn:emcnc, Idaho Power will resubmit a revised application to the OPUC dctailinii the additional
tcnns required by the IPUC.
{00187877.DOC; 3}
Agreement. At the Closing: (a) McCain shall deliver the full Purchase Price to Idaho Power (as
specified in Section 3 above), and (b) the Parties shall execute and deliver a bill of sale in the
fonn of Exhibit C hereto. On or after Closing, Idaho Power shall cease collection of all
distribution facilities investment ("DFI") rate charges and any other charges for the Assets. Upon
Closing, this Agreement will eliminate the Assets subject to DFI charges and will release Idaho
Power's responsibility for the care, custody and control of the Assets.
6) Transfer of Assets. Idaho Power shall grant, bargain, sell, assign, transfer,
convey, and deliver to McCain, its successors and assigns, all of Idaho Power's right, title and
interest of every kind and character whatsoever in and to the Assets, effective as of the Closing.
7) Operation and Maintenance. McCain understands and acknowledges that
pursuant to the requirements of Rule M of Idaho Power's Tariff and Idaho Code § 61-328,
McCain has the bona fide intent and financial ability to. operate and maintain the Assets, and
McCain shall be fully responsible for such operation and maintenance of the Assets, and all
liabilities associated therewith, after the Closing.
8) Title to Assets. Idaho Power, for itself and its successors, hereby represents to
McCain and its successors and assigns that as of the Effective Date hereof: a) Idaho Power has
good, valid and marketable title to the Assets; b) the Assets are free and clear of all liens,
encumbrances, claims, mortgages, security interests, pledges, charges, liabilities and other
restrictions of any kind or nature whatsoever (contingent or otherwise), other than those of or
created by McCain, and other than the lien created by the Mortgage; c) the lien of the Mortgage
on the Assets will not apply from and after the Closing; and d) Idaho Power has all necessary
corporate power and authority to sell the Assets to McCain (assuming approval of the Sale from
the IPUC pursuant to Idaho Code § 61-328 and the OPUC pursuant to Oregon Revised Statute §
757.480).
9) Necessary Documents. Idaho Power covenants and agrees with McCain, its
successors and assigns, to do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, any and all acts, instruments, papers and documents as may be
reasonably necessary to carry out and effectuate the intent and purpose of this Agreement.
10) Authority to Transfer. Idaho Power warrants and represents to McCain that
Idaho Power is duly and validly authorized and empowered to make, execute, and deliver this
Agreement and to enter into the covenants, promises, and undertakings of Idaho Power in this
Agreement, in accordance with the terms and subject to the conditions set forth in this
Agreement. McCain warrants and represents to Idaho Power that McCain is duly and validly
authorized and empowered to make, execute, and deliver this Agreement and to enter into the
covenants, promises, and undertakings of McCain in this Agreement, in accordance with the
tenns and subject to the conditions set forth in this Agreement.
11) Unwarranted "As Is" Condition. The Parties agree that to the extent required
by any applicable law, the disclaimers of warranties contained in this paragraph are
"conspicuous" disclaimers for the purposes of any applicable law, rule, or order. McCain waives
any claims, demands, and rights of action against Idaho Power, its officers, directors, employees
{00187877.DOC; 3}
and parent company arising from or relating to the Assets or the Sale other than the rights of
McCain under this Agreement, including the right to enforce this Agreement. MCCAIN
ACKNOWLEDGES ANO AGREES THAT IT HAS HAO THE OPPORTUNITY TO
CAREFULLY EXAMINE AND CNSPECT THE ASSETS, AND/OR THAT IT HAS
CAREFULLY EXAMINED AND CNSPECTED THE ASSETS, AND ACCEPTS THE ASSETS
lN THEIR "AS IS" AND "WHERE IS'' CONDITION AND "WITH ALL FAULTS," AND
WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF
WHICH IDAHO POWER HEREBY DISCLAIMS AND NEGATES) AS TO FITNESS FOR
ANY PARTICULAR PURPOSE, CONFORMITY TO MODELS OR SAMPLES OR
MATERIALS, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION,
COMPLIANCE WITH SPECIFICATION, ABSENCE OF LATENT DEFECTS, OR
COMPLIANCE WITH LAWS AND REGULATIONS (INCLUDING, WITHOUT
LlMlTATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT),
TO THE EXTENT APPLICABLE AND PERMITTED BYLAW.
12) Release and Indemnification. Effective as of the Closing, McCain releases
Idaho Power and its employees, officers, directors, representatives, and agents and/or its
affiliates from, for, and against any and all claims, actions, damages, losses, penalties, and
expenses, including reasonable attorneys' fees and disbursements, of any kind or nature
whatsoever arising out of Idaho Power's acts or omissions or the acts or omissions of McCain or
any third party related to the transfer of the Assets hereunder.
McCain shall indemnify, defend, reimburse and hold hannless Idaho Power and
its successors, and their respective directors, officers, employees, representatives, and agents
(collectively, the "Indemnitees"), from, for, and against any and all allegations, suits, cJaims,
demands, actions, proceedings, judgments, penalties, liabilities, damages, injuries, losses, costs,
or expenses of any kind or nature whatsoever ( collectively, "Damages") by any person, including
without limitation attorneys' fees and related costs, and liability of death, personal injury or
property damages, strict liability, or liabilities or obligations under any applicable Federal or
State law, including, without limitation, all environmental laws, arising on or after the Closing
directly or indirectly, in whole or in part, out of McCain's acquisition and use of the Assets.
13) Hazardous Materials and Indemnification. McCain acknowledges that the
Assets, including electronic equipment and components, may contain hazardous materials. These
materials may include, but are not limited to, PCBs, lead in solder, batteries, and CRT glass,
silver in some batteries and connections, and mercury in some batteries and mercury switches.
Disposal of these components and electronic waste in general, may be regulated. McCain is
responsible for compliance with all applicable environmental Jaws, rules, and regulations
associated with those and all other hazardous materials contained in or used in connection with
the Assets from and after the Closing.
McCain shall indemnify, defend, reimburse and hold hannless the lndemnitees
from, for, and against any and all Damages that any or all of the Indemnitees may hereafter
suffer, incur, be responsible for, or pay out for liabilities or obligations under any law, ordinance,
or regulation relating directly or indirectly to those and all other hazardous materials contained in
{00187877.DOC; 3}
or used in connection with the Assets, arising directly or indirectly, in whole or in part, out of
McCain's acquisition and use of the Assets on and after the Closing.
14) Assignment. This Agreement shall only be assigned with the prior written
consent of the Parties. Any purported assignment without such prior written consent shall be
null and void.
IS) Miscellaneous. To the extent that any provision of this instrument shall be held
to be invalid, illegal, or unenforceable, it shall be deemed to be modified to the minimum extent
necessary to be valid and enforceable. If it cannot be so modified, it will be deleted and the
deletion will not affect the validity or enforceability of any other provision unless, as a result the
rights of either Party are materially diminished or the obligations and burdens of either Party are
materially increased so as to be unjust or inequitable. Any inconsistency between the terms of
this Agreement and any other Agreement to which Idaho Power and McCain are a party on the
Effective Date, as to the matters set forth in this Agreement, shall be resolved in favor of the
tenns of this Agreement, the terms of which shall govern.
This Agreement and the covenants, agreements, undertakings, warranties and
representations contained herein shall inure to the benefit of the successors and assigns of Idaho
Power and McCain.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the
same instrument. This Agreement constitutes the entire Agreement between the Parties and
supersedes any prior understandings, Agreements, or representations by or between the Parties,
written or oral, in any way related to the subject matter of this Agreement. This Agreement may
not be amended except by written Agreement executed by the parties to be charged with the
amendment.
[Signatures to follow]
{00187877.DOC; 3}
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
as of the Effective Date.
IDAHO POWER COMPANY
Signature: r··a<-C:-:: ~,.4......--
Printed Name: Lib«it:! M ~
Title: e;:.~ Uk"~
MCCAIN FOODS USA, INC.
Signature:
Printed
Title:
{00187877.DOC; 3}
Desm,ptlgil . ~-
Pole -Primary 50 Ft. or greater.
OH Primary Conductor larger than 4/0
OH Secondary Conductor -Multiplex.
Pad -Equipment.
Pad -Equipment.
Pad -Equipment.
Pad -Equipment.
Pad -Eauipment.
Pad -Equipment.
UG Primary Cable -15kV.
Transfonner -OH I PH (0-15) kV A.
Transfonner-OH lPH (0-15) kV A.
Transfonner -OH l PH ( 16-49} kV A.
Transfonner -OH 1 PH (16-49) kV A.
Transfonner -OH 1 PH ( 16-49) kV A.
Transfonner -OH 1 PH ( 16-49) kV A.
Transfonner -OH I PH (16-49) kV A.
Transfonner -OH lPH (16-49) kV A.
Transfonner -OH l PH ( 16-49) kV A.
Transfonner-OH IPH (16-49) kV A.
Transformer -OH l PH ( 16-49) kV A.
Transfonner -OH I PH ( 16-49) kV A.
Transformer -OH IPH (16-49) kV A.
Transformer -OH I PH (50-74) kV A.
Transfonner -OH I PH (50-74) kV A.
Transfonner -OH 1 PH (50-74) kV A.
{00187877.DOC; 3}
EXHIBIT A
ASSETS
1r ---,, Yeili' I ll~),itg'"lJ$lv~t
-~
1978 $ 472.19
1978 $ 122.91
1986 $ 92.33
1990 $ 573.35
1980 $ 92.03
1989 $1,011.11
1991 $ 678.28
2007 S 1,172.80
2010 $1,066.03
1983 $1,956.88
1959 $ 243.06
1980 $ 294.56
1960 $ 395.18
1960 $ 395.18
1960 $ 395.18
1972 $ 307.57
1972 $ 307.57
2010 $1,138.98
2010 $1,138.98
2010 $1 ,138.98
1964 $ 326.69
1964 $ 326.69
1964 $ 326.69
1974 $ 527.08
1974 $ 527.08
1974 $ 527.08
Dam.Pffg·-'f]f: ·~-i:~~\I. ~· l A ~-. ~~nalhveitiueiit I -··-·· ____ D L -J .
Transfonner -OH J PH (50-74) kV A. 1989 $1,004.04
Transformer -OH 1 PH (75-99) kV A. 2004 $ ),312.53
Transformer -OH I PH (75-99) kV A. 2004 $ ),3)2.53
Transformer -OH I PH (75-99) kV A. 2004 $1,312.53
Transformer -OH 1 PH (75-99) kV A. 1958 $ 887.53
Transfonner -OH lPH (75-99) kV A. 1957 $ 925.97
Transformer • OH 1 PH (75-99) kV A. 1955 $ 904.10
Transfonner -OH 1 PH {100-J 66) kV A. 2011 $ 1,599.61
Transformer -OH J PH ( 100-166) kV A. 1970 $ 870.50
Transformer-OH lPH (100-166) kV A. 1970 $ 870.50
Transformer-OH I PH (100-166) kVA. 1966 $1,010.09
Transformer -OH 1 PH (100-166) kV A. 1956 $ 834.81
Transfonner -OH I PH ( 100-166) kV A. 1956 $1,010.09
Transformer • OH I PH ( 100-166) kV A. 1979 $1,287.74
Transformer-OH IPH (100-166) kV A. 1979 $1,287.74
Transformer -OH I PH ( I 00-166) kV A. 1979 $1,287.74
Transformer-OH lPH (167-499) kV A. 1996 $2,732.14
Transfonner -OH I PH (167-499) kV A. 1996 $2,732.14
Transformer-OH JPH (167-499) kV A. 1996 $2,732.14
Transformer -OH 1 PH (167-499) kV A. 1982 $4,664.64
Transformer-OH lPH (167-499) kV A. 1978 $2,610.64
Transformer-OH lPH (167-499) kV A. 1978 $2,610.64
Transformer • OH 1 PH ( t 67-499) kV A. 1994 $4,022.25
Transformer -OH lPH (167-499) kV A. 1994 $4,022.25
Transformer -OH 1 PH (167-499) kV A. 1994 $4,022.25
Transformer -OH lPH (167-499) kV A. 1988 $2,382.54
Transformer • OH 1 PH ( 167-499) kV A. 1988 $2,382.54
Transformer -OH 1 PH (167-499) kV A. 1988 $2,382.54
{00187877.00C; 3}
•1lescnpt1on ~ '~'st:" l "Yeir ~ ' u:>1J,mii1Jlii\i:stiii.1iit• ""·'
Transfonner -Padmount 1 PH ( 16-49) kV A. 2015 $1,801.00
Transfonner-Padmount 3PH (112-166) kV A. 1986 $6,795.61
Transfonner -Padmount 3PH (112-166) kV A. 1989 $6,772.69
Transformer-Padmount 3PH (167-499) kV A. 2001 $6,178.90
Transfonner -Padmount 3PH (500-1499) kV A. 2007 $13,025.56
Transfonner • Padmount 3PH (1500-2499) kV A. 1975 $ 10,832.81
Transformer -Padmount 3PH ( I 500-2499) kV A. 1979 $ 10,004.11
Transformer· Padmount 3PH ( I 500-2499) kV A. 1979 $10,975.43
Transfonner • Padmount 3PH (lS00-2499) kV A. 1982 $17,033.85
Transfonner -Padmount 3PH ( 1500-2499) kV A. 2010 $28,817.24
Transformer· Padmount 3PH 2500 kV A and lar2er. 2005 $31,896.10
Transfonner -Padmount 3PH 2500 kV A and larger. 2005 $31,896.10
Transformer -Padmount 3PH 2500 kV A and larger. 2005 $31,896.09
Transformer -OH lPH (50-74) kV A. 1980 $ 200.73
Transfonner • OH lPH (50-74) kV A. 1980 $ 200.73
Transformer -OH lPH (50-74) kV A. 1980 $ 200.72
Transfonner • Padmount 3PH (500-1499) kV A. 2004 $9,693.87
Transformer -Padmount 3PH 2500 kV A and larger. 1989 $32,237.70
Switch -Fused Cut-Out. 2004 $ 262.87
Switch -Fused Cut-Out. 2004 $ 262.87
Switch -Fused Cut-Out. 2004 $ 262.87
Switch • Fused Cut-Out. 1980 $ 83.49
Switch -Fused Cut-Out. 1980 $ 83.49
Switch· Fused Cut-Out. 1980 $ 83.49
Switch -Fused Cut-Out. 2002 $ 118.82
Switch • Fused Load Break. 1990 $ 270.25
Switch -Fused Load Break. 1990 $ 270.25
Switch -Fused Load Break. 1990 $ 270.27
{00187877.DOC; 3}
~~~~911 t ~·:~! I
.. Year I fgij!m-h~~eiit"'' -~-~ -_.,._.-•er:.. ~ , ~ ~
Switch -Power Fuse. 1985 $ 230.82
Switch -Power Fuse. 1985 $ 230.82
Switch -Power Fuse. 198S $ 230.82
Switch -Power Fuse. 1990 $ 282.76
Switch -Power Fuse. ]990 $ 282.76
Switch -Power Fuse. 1990 $ 282.76
Switch -Power Fuse. 1983 $ 360.66
Switch -Power Fuse. 1983 $ 360.66
Switch -Power Fuse. 1983 $ 360.66
Switch -Power Fuse. 1991 $ 174.33
Switch -Power Fuse. 1991 $ 174.33
Switch -Power Fuse. 1991 $ 174.34
Primary Meter -3 Phase Demand CT. 1980 -
Primary Meter - 3 Phase Demand CT. 1978 -
{00187877.DOC; 3}
EXHIBITB
SUMMARY BREAKDOWN OF PURCHASE PRICE
Net book value $127,054
True up of past lcvelized rate of return $54,865
Near-term rate of return impact resulting from sale of assets $32,251
Near-tenn operational impact resulting from sale of assets $57,936
{00187877.DOC; 3}
EXHmlTC
BILL OF SALE
This BILL OF SALE is entered into on t(f,/"44(,e. /'f(~ , 20) 6 ("Effective Date"), by
and between Idaho Power Company, an Idaho corporation with its principal offices located at 1221 W.
Idaho Street, Boise, ID 83702 ("Idaho Power") and McCain Foods USA, Inc. with its principal
offices located at 2275 Cabot Drive, Lisle, IL 60532 ("McCain"). Idaho Power and McCain may be
referred to herein individually as a "Party" or, collectively, as the "Parties."
Idaho Power has agreed sell to McCain and McCain has agreed to purchase from Idaho
Power, for the consideration and upon the terins and cond~ns set forth in the Asset Purchase
and Transfer of Title Agreement, dated tbt°kr? /f' , 2016 ("Purchase Agreement")
all of the Assets set forth in Exhibit A lo the Purchase Agreement.
Pursuant lo the requirements of Rule M of Idaho Power's Tariff, Idaho Code § 61-328, and
Oregon Revised Statute § 757.480, Idaho Power has obtained authorization and order from the Idaho
Public Utilities Commission and the Public Utility Commission of Oregon approving Idaho Power's sale
of the Assets (set forth in Exhibit A to the Purchase Agreement) pursuant to the terms and conditions of
the Purchase Agreement.
Idaho Power hereby transfers title to the Assets and acknowledges payment for the Assets, in the
amount of$373,974, is governed by and shall be made in accordance with the terms and conditions of the
Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this BILL OF SALE to be
effective as of the Effective Date.
IDAHO POWER COMPANY
Signature: ~M & ~ , ~ -,-
Printed Name: -r;;;.es ~ c:t-(,.,1,.d:-Lf
Title:
MCCAIN FOODS USA, INC.
Signature:
Title:
{00187877.DOC; 3}