20181108Golden Hills Meter Pedestal Transfer.pdf

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LISA D. NORDSTROM
Lead Counse!
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November 8,2018
VIA HAND DELIVERY
KarlT. Klein
Deputy Attorney General
ldaho Public Utilities Commission
472 West Washington Street
Boise, ldaho 83702
Re: Transfer of Title of Golden Hi!!s Mobile Home Park Meter Pedestals
Dear Mr. Klein
ldaho Power Company ("ldaho Power" or "Company") intends to transfer title of
22 meter pedestals located in the Golden Hills Mobile Home Park ("Golden Hills") in
Pocatello, ldaho, to the joint owners of the property, J.L.P. Trust and JCS Properties
(collectively "the Trust").
Prior to March 31, 1981, ldaho Power installed, owned, and maintained mobile
home pedestals as part of the facilities for electric service to most mobile homes.
These pedestals are comparable to meter bases attached to buildings. Since March 31,
1981, new mobile homes have been served by pedestals owned and maintained by
customers as per ldaho Power's Rule H, Section (ZXg) under General Provisions, which
states, "Owners of mobile home courts will install, own, operate, and maintain all
termination poles, pedestals, meter loops, and conductors from the Point of Delivery."
Because Company-owned pedestals pre-date 1981, they and their replacement
parts are no longer manufactured. When ldaho Power is required to perform repairs,
replacement parts must be made by the Company. Due to the expense in maintaining
and repairing the pedestals and to promote consistency of ownership among
customers, ldaho Power seeks to transfer title of Company-owned pedestals to the
customer whenever possible.
ldaho Power intends to update 22 pedestals located within Golden Hills. The
Company will not, however, warrant the upgrades or the pedestals to any degree. The
Trust will inspect the pedestals and satisff itself as to the pedestals' physical and
1221 W. ldaho 5t. (83702)
P.O. Box 70
Boise, lD 83707
KarlT. Klein
November 8,2018
Page 2
environmenta! conditions following the upgrades by ldaho Power. The Trust has agreed
to then take title to the meter pedestals. The Transfer of Title Agreement between
ldaho Power and the Trust is enclosed.
ldaho Power has previously filed applications for the transfer of title of meter
pedestals pursuant to ldaho Code S 61-328. ldaho Code S 61-328 requires that electric
public utilities in ldaho obtain ldaho Public Utilities Commission ("Commission")
approval for the sale or transfer of property in Idaho "which is used in the generation,
transmission, distribution or supply of electric power and energy to the public or any
portion thereof." However, the Company has reconsidered this practice in light of the
Commission's determination that the "any portion thereof' language in Section 61-328
"contemplates the transfer of property that is already devoted to the public service, not a
transfer of property that serves only a single customer." Order Nos. 33514 at 8-9 and
33546 at 3.
ln light of this Commission interpretation of ldaho Code S 61-328, and because
transfer of the 22 meter pedestals to the single customer served by them will not impact
the rates of other customers, ldaho Power is issuing this letter to notify the Commission
of the transfer of title of 22 meter pedestals located within the Golden Hills Mobile Home
Park. lf you agree with ldaho Power's assessment that the proposed transfer of title as
described above would not require formal Commission process and approval, please
provide confirmation to my attention at the address above.
Sincerely,
L42*/
Lisa D. Nordstromflr"A**:
LDN:csb
Enclosure
cc: Terri Carlock, Commission (w/encl.)
TRANSFER OF TITLE
AGREEMENT
This Transfer of Title Agreement ("Agreement") is entered into by and among ldaho
Power Company, an ldaho corporation, with principal offices a|1221 West ldaho Street,
Boise, ldaho 83702 ("lPC") and J.L.P. Trust and JCS Properties with principal offices at
415 Addison Avenue, Suite 3, Twin Falls, ldaho 83301 (referred
owner of the property described herein) as of ,nit ln+h day of
to as "the Trust" and the
N n ue-rvr.hpr
2018, subject to the authorization of the ldaho Public Utilities Commission ("lPUC" or
"Commission") as required by LC. S 61-328. IPC and the Trust may be referred to
individually as a "Party" or collectively as the "Parties."
WHEREAS, prior to '1981, IPC installed, owned, and maintained meter pedestals
in mobile home parks; since fMarch 31,1981, meterpedestals have been provided and
owned by mobile home homeowners or park owners;
WHEREAS, the meter pedestals installed by IPC prior to 1981 are no longer
manufactured and replacement parts must be made to provide repairs;
WHEREAS, due to the expense involved in maintaining and repairing meter
pedestals, IPC desires to transfer ownership of said pedestals to mobile home owners;
and
WHEREAS, IPC agrees to convey and, in exchange for the replacement of certain
existing meter pedestals, the Trust agrees to accept title of certain meter pedestals within
the Golden Hills trailer park;
NOW, THEREFORE, in consideration of the mutual covenants, agreements, and
benefits hereinafter set forth, and for good and valuable consideration, the receipt and
sufficiency of which are hereby recognized, IPC and the Trust hereby mutually agree as
follows:
1. lncorporation of Recitals. The above-stated recitals are incorporated into
and made a part of this Agreement by this reference to the same extent as if these recitals
were set forth in full at this point.
2. Commission Authorization Required This Agreement for transfer of IPC
assets is contingent upon the authorization of the IPUC pursuantto l.C. S 61-328 unless
the Commission determines othenruise. The Agreement shall be executed by the Parties
and submitted to the IPUC for review. The transfer of title described herein shall go into
effect one hundred twenty (120) calendar days following IPUC authorization of the
transaction. lf such IPUC authorization is not obtained, this Agreement shall not take
effect.
3. Transferof Title. ln consideration of the reduced maintenance and expense
to IPC and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, lPC, effective one hundred twenty (120) calendar days
following approval of the Commission, hereby bargains, sells, assigns, transfers, grants,
TRANSFER OF TITLE AGREEMENT Page 1 of 5
and conveys unto the Trust all of IPC's title and interest (subject to the limitations set forth
below) in and to the twenty-two (22) meter pedestals owned by IPC located in space
numbers 221-233 and 235-24.3 as hereinafter described and identified in Exhibit A (the
"Pedestals").
The Pedestals are electro-mechanical, free-standing, partially buried, one-piece
units that house IPC's meter and cable terminations, the customer's main circuit breakers,
and the service terminations for service to the manufactured home. ldaho Power owns
and maintains a junction box adjacent to each Pedestal and a service wire up to the point
where said wire connects to each Pedestal. The Pedestals transferred, conveyed, and
assigned herein are contained within the Golden Hills t\4obile Home Park located at 1900
West Quinn, Pocatello, ldaho 83202. The Golden Hills lVlobile Home Park is
approximately 8.46 acres of land, more or less, described as follows:
A parcel of land located in the SW 1/4 of Section 9, Township
6 South, Range 34 East, Boise fMeridian, Bannock County,
ldaho, and more particularly described as follows:
Beginning at the Southwest corner of Section 9, lnstrument
No. 755845; thence N.0"40'16" W. along the West line of
Section I971.16 feet; thence East 383.99 feet to a point on
the South line of Golden Hills tVanor and the TRUE POINT
OF BEGINNING; thence in successive courses along the
South line of Golden Hills t\tlanor N.38"42'34' E. 135.03 feet
to a found 5/8" iron pin, N.49'39'25" E.96.27 feet to a found
2" alum. cap, S.51"19'21" E, 181.93 feet to a found 2" alum.
cap, N.89"24'29" E. 439.45 feet to a found 2" alum. cap,
N.26'41'53" E. 30.36 feet to a found 5/8" iron pin; N. 76"47'17"
E. 39.82 feet to a found 5/8" iron pin, and N.77"53'18" E.
141.89 feet to the West 1/16 line of Section g; thence,
S.0'41'49" E. along West 1/16 line of Section 9 573.42 feet;
thence, .N.89'46'55" W. 112.95 feet; thence, N. 79'22'54" W.
41 .00 feet; thence, S.89" 10'52" W . 132.25 feet to the point of
curvature of a 277.41 foot radius curve to the right having a
central angle of 39"38'46", the radius point of which bears
N.0"49'07" W; thence along said curve 191.96 feet to the point
of tangency; thence, N.51'10'21" W. 608.46 feet to the TRUE
POINT OF BEGINNING.
4. Unwarranted "As ls" Condition. Within one hundred twenty (120) days
following Commission authorization and approval of the transfer of title, IPC shall update
any non-updated Pedestals with new pedestals; however, IPC does not warrant the
upgrades or the new Pedestals to any degree. lt is understood and agreed that the Trust
will inspect the Pedestals and satisfy itself as to the Pedestals' physical and
environmental condition following the upgrades and that Golden Hills trailer park, at the
point of transfer of title, hereby accepts all of the Pedestals in "AS lS" and "WITH ALL
FAULTS" condition and that IPC has not made, does not make, and will not make any
warranty or representation, whether express or implied, about the performance capability
of the Pedestals or their present state of repair, condition or maintenance, ability to
TRANSFER OF TITLE AGREEMENT Page 2 of 5
function in any respect, or merchantability or fitness for a particular purpose. IPC makes
no warranty, express or implied, as to the accuracy or completeness of any data,
information, or materials heretofore or hereafter furnished to the Trust in connection with
the Pedestals. Any and all such data, information, and other materials furnished by IPC
is provided to the Trust as a convenience and any reliance on or use of the same shall
be at the Trust's sole risk and responsibility.
IPC and the Trust agree that to the extent required by any applicable law to be
operative, the disclaimers of warranties contained in this paragraph are "conspicuous"
disclaimers for the purposes of any applicable law, rule, or order. THE PEDESTALS ARE
BEING TRANSFERRED BY IPC TO THE TRUST WITHOUT RECOURSE (EVEN AS
TO THE RETURN OF THE PURCHASE PRICE), COVENANT, OR WARRANTY OF ANY
KIND, EXPRESS, IIVPLIED, OR STATUTORY, AND IPC IS CONVEYING THE
PEDESTALS COVERED HEREBY "AS IS" AND "WITH ALL FAULTS," AND WITHOUT
REPRESENTATION OR WARRANTY, EXPRESS OR IIVPLIED, (ALL OF WHICH IPC
HEREBY DISCLAIIMS AND NEGATES) AS TO FITNESS FOR ANY PARTICULAR
PURPOSE, CONFORTVIITY TO TVIODELS OR SATVPLES OR IVIATERIALS,
TMERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION, COTVPLIANCE
WITH SPECIFICATION, ABSENCE OF LATENT DEFECTS, OR COIMPLIANCE WITH
LAWS AND REGULATIONS (INCLUDING, WITHOUT LtrVtTATtON, THOSE RELATTNG
TO HEALTH, SAFETY, AND THE ENVIRONTMENT), TO THE EXTENT APPLICABLE
AND PERIMITTED BY LAW.
5. Release and Indemnification. The Trust hereby releases IPC and the
employees, officers, directors, and agents of IPC andior its affiliates from and against all
claims, actions, damages, losses, penalties, and expenses, including reasonable attorney
fees and disbursements, of any kind or nature whatsoever arising out of IPC's acts or
omissions or the acts or omissions of the Trust or any third party related to the transfer of
Pedestals hereunder. This release and transfer does not impact any remedies available,
at law or in equity, relating to the installation of the pedestals.
6. Entire Aqreement. This Agreement, including its exhibit, constitutes the
entire agreement of the Parties with respect to its subject matter and supersedes all prior
communications, contracts, and agreements, both oral and written between them, This
Agreement may not be modified, and no rights will be waived, except by an instrument in
writing signed by a duly authorized representative of the Parties.
7. Section Numberi and Headinos Section headings are for the
convenience of reference only and shall not be construed to limit or extend the meaning
of any provision and will not be relevant in interpreting this Agreement. As used in this
Agreement, the term "including" means by way of example and not limitation.
8. Severabilitv. lf any provision of this Agreement is determined to be invalid
or unenforceable, it will be deemed to be modified to the minimum extent necessary to
be valid and enforceable. lf 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.
TRANSFER OF TITLE AGREEMENT Page 3 of 5
lN WITNESSETH WHEREOF, the Parties hereto execute this Agreement as of the
date and year first above written, and the assets are hereby conveyed, AS lS, WHERE
lS, one hundred twenty (120) days following Commission approval.
J.L.P. TRUST
rry
stareor Mfri,@
county or l]uurvaul "'
on this &trr" day of in the year of 2018, personally
appeared before me Jerry P reece, person ally known to me to be the person whose name
is subscri
same.
bed to the within instrument, and to me that he executed the
Notary b
Residing
My commission expires on
JCS Properties
Jack Sherrill
State of
County of
On this day of , in the year of 2018, personally
appeared before me Jack Sherrill, personally known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed the
same.
Notary Public for:
Residing at:
)
)
TRANSFER OF TITLE AGREEMENT
fr/y commission expires on
{' Page 4 of 5
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SS.
Oct30 18,1222p p1
lN WITNESSETH WHEREOF, the Parties hereto execute this Agreement as of the
date and year first above written, and the assets are hereby conveyed, AS lS, WHERE
lS, one hundred twenty (120) days following Commission aoproval.
J.L,P. TRUST
Jerry Preece,_[rrLE)
State of
) ss-
)
Pu ic
Resi ing ft
County of
On this day of , in the year of 2018, personally
appeared before me Jerry Preece, personally known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed the
same.
Notary Public for.
Residing at:_
My comhission exprres on--
roperties
Sherriil €
State of Z
County of 9,,
SS.
on this O&r* O eftf h , n , in the year or 2ol:.personary
appeared before me Jack Sherrill, personally known to me to be the person whose name
is subscribed to the within instrurnent, and acknowledged to me that he executed the
same,
aaat
@
MONA E.WITMOI
Notary Public - Arizona
Pinal County
My Comm. Expires Jul 8, 2021
TRANSFER OF TITLE AGREEMENT
N/ly commission expires on
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IDAHO POWER CON/PANY
G#cr'A
ions Hrtanagei
State of ldaho ))ss
County of 6er.r,*d.- )
On this k)day of !-ro{6,.^EE8- , in the year of 2018, personally
appeared before me Troy Knoblich, personally known to me to be the person whose name
is subscribed to the within instrument, and acknowledged to me that he executed the
same.
Notary Public for:
Residing at:
lVy commission expires on
,,TATTHEW PALLANTE
Notary Public - State of ldaho
Commission Nurnber 201 80296
l*y Commission ExPires Feb 14,2O74
TRANSFER OF TITLE AGREEMENT Page 5 of 5
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