20050502Application.pdf

Barton L. Kline (ISB No. 1526)
IDAHO POWER CO~ ANY
1221 West Idaho Street
O. Box 70
Boise, Idaho 83707
(T) 208.388.2200; (F) 208.388.6936
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Dean J. Miller (ISB No. 1968)
McDEVITT & MILLER LLP
420 West Bannock Street
O. Box 2564-83701
Boise, Idaho 83702
(T) 208.343.7500; (F) 208.336.6912
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE JOINT APPLICATION
OF IDAHO POWER COMPANY AND SINCLAIR
OIL CORPORATION FOR THE SALE AND
TRANSFER OF CERTAIN COMPANY OWNED
FA CILITIES
Case No. -13 -00 -I
APPLICA TION AND
REQUEST FOR
MODIFIED PROCEDURE
COME NOW Idaho Power Company ("Idaho Power ) and Sinclair Oil Corporation, a
Wyoming Corporation, d/b/a Sun Valley Company ("Sun Valley ) and, pursuant to RP 052 and
Idaho Code 6-328, apply for the approval of the sale and transfer of certain Company Owned
Facilities (as that term is defined in Section I below) from Idaho Power to Sun Valley.
In support of the Application, Idaho Power and Sun Valley respectfully submit the
following:
Idaho Power provides electric service to Sun Valley pursuant to Idaho Power Rate
Schedule 19 at Sun Valley s resort in Blaine County, Idaho. Pursuant to Schedule 19 Idaho
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE--
Power has installed, and operates and maintains, certain Company Owned Facilities Beyond the
Point of Delivery ("Company Owned Facilities ). The Company Owned Facilities are more
particularly described in the Memorandum of Understanding attached hereto as Exhibit A.
II.
Pursuant to the Memorandum of Understanding, Idaho Power has agreed to sell, and Sun
Valley has agreed to purchase, the Company Owned Facilities. The purchase of the Company
Owned Facilities will enable Sun Valley to efficiently operate electric distribution facilities
located on and within its resort complex and is consistent with the public interest.
III.
The purchase price for the Company Owned Facilities is the sum of $135 533, to be paid
in cash on the date of transfer of the facilities. The purchase price is revenue neutral from Idaho
Power s point of view in the sense that Idaho Power will realize neither a gain nor a loss on the
sale. Accordingly, the rates of other customers of Idaho Power will not be affected by the sale of
the Company Owned Facilities and the Company s cost for supplying service will not be
increased by the sale and transfer of the Company Owned Facilities.
IV.
Sun Valley has contacted all of its tenants in the Sun Valley Mall that currently receive
electric service directly from Idaho Power and has reached an agreement with those tenants that
following the Transfer Date, the tenants will be billed for the cost of their electric service in their
lease rates.
As provided in the Memorandum of Understanding, Sun Valley will reimburse Idaho
Power for the costs of reconfiguration of metering and other reasonable costs associated with the
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE--
transfer of the Company Owned Facilities to Sun Valley.
VI.
Service of pleadings, orders and other documents relating to this proceeding should be
served on the following:
Barton L. Kline
IDAHO POWER COMPANY
1221 West Idaho Street
O. Box 70
Boise, Idaho 83707
Fax: [phone]
bkline
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idahopower.com
and
Dean J. Miller
McDEVITT & MILLER LLP
420 West Bannock Street.
O. Box 2564 -83701
Boise. Idaho 83702
Fax: [phone]
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mcdevitt - miller.com
APPLICATION FOR MODIFIED PROCEDURE
VII.
Idaho Power and Sun Valley submit that the public interest does not require a hearing to
consider the issues presented herein. Accordingly, Idaho Power and Sun Valley request that this
Application be processed under Modified Procedure pursuant to Commission Rules 201-204.
WHEREFORE it is respectfully requested that the Commission issue its Orders:
Determining that the public interest does not require a hearing and that this matter
may be processed by modified procedure
Approving the sale and transfer of the Company Owned Facilities as herein
requested.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE--
Dated this ~~c\tay of
~,
2005.
IDAHO POWER COMPANY
MIce-
Barton L. Kline
Attorney for Idaho Power Company
SINCLAIR OIL CORPORATION
d/b/a! SUN V ALLEY COMPANY
Dean J. Mi ler
Attorney for Sun Valley Company
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE--
EXHIBIT A
MEM 0 RAND
UND ERST AND IN G
MEMORANDUM OF UNDERSTANDING
THIS MEMORANDUM OF UNDERSTANDING is made and entered into this ZV\d
N'\tt-1-2005, by and between Idaho Power Company, an Idaho corporation ("Idahoday of
Power ) and Sinclair Oil Corporation, a Wyoming corporation d/b/a the Sun Valley Company
Sun Valley
RECIT ALS
WHEREAS Idaho Power is an electric utility providing electric service in the State of
Idaho and subject to the jurisdiction of the Idaho Public Utilities Commission ("the
Commission " or "IPUC"
WHEREAS Sun V alley is a customer taking electric service from Idaho Power in Blaine
County, Idaho pursuant to Idaho Power s Rate Schedule 19.
WHEREAS Idaho Power has installed certain equipment and facilities to provide service
to Sun Valley, which equipment and facilities are described in Schedule 19 as "Company Owned
Facilities Beyond the Point of Delivery
" ("
Company Owned Facilities
WHEREAS Idaho Power and Sun Valley have agreed upon terms and conditions by
which Sun Valley may purchase said Company Owned Facilities and the parties desire to
memorialize their understandings in a written memorandum.
NOW THEREFORE, in consideration of the mutual agreements and covenants
hereinafter set forth, the parties agree as follows:
ELECTRI C FACILITIES TO BE TRANSFERRED.
As of the Transfer Date, (as that term is defined in paragraph 2 below) Idaho Power shall
MEMORANDUM OF UNDERST ANDING--
grant, sell , transfer and convey to Sun Valley all of its right, title and interest in and to the
Company Owned Facilities located within the cross-hatched area depicted on Exhibit A, which is
attached hereto and included by reference. The Company Owned Facilities transferred hereby
will be sold on an "AS-IS"
, "
WHERE-IS" basis, with all faults, and, with the exception of
warranty of title, without any express or implied warranties as to merchantability, fitness or
otherwise. On the Transfer Date, Idaho Power shall execute and deliver to Sun Valley a Bill of
Sale in the form attached hereto as Exhibit B.
PURCHASE PRICE.
The purchase price of the Company Owned Facilities will be One Hundred Thirty-Five
Thousand Five Hundred Thirty-Three Dollars ($135 533). The purchase price and the estimated
Transfer Costs (as that term is defined in Paragraph 3 below) will be paid by Sun Valley in full
within fourteen (14) days after the date that the sale of the Company Owned Facilities is
approved by the IPUC. The date of payment is herein referred to as the "Transfer Date
REIMBURSEMENT FOR METER RECONFIGURA TION.
Sun Valley will reimburse Idaho Power for the actual costs Idaho Power incurs for
reconfiguring the metering and other reasonable costs associated with the transfer of the
Company Owned Facilities to Sun Valley ("Transfer Costs ). The Transfer Costs are currently
estimated to be Seven Thousand Five Hundred Dollars ($7 500). Sun Valley will pay the
estimated Transfer Costs at the time provided in Paragraph 2, and if the actual Transfer Costs are
ultimately determined to be more or less than the estimate, Sun Valley will promptly pay any
additional amounts due or Idaho Power will promptly refund any excess collected.
OPERA TION AND MAINTENANCE.
From and after the Transfer Date, Sun Valley will assume all responsibility for operation
MEMORANDUM OF UNDERST ANDING--
repair or maintenance of the transferred Company Owned Facilities described on Exhibit A.
Sun Valley warrants that it has contacted all of its tenants within the cross-
hatched area shown on Exhibit A that are currently receiving electric service directly from Idaho
Power and advised them that after the Transfer Date they will be receiving electric service
pursuant to their lease agreement with Sun Valley rather than directly from Idaho Power.
SCHEDULE 19 AGREEMENT.
Until the Transfer Date, Sun Valley will continue paying the facilities charges currently
established under its existing Schedule 19 Uniform Large Power Service Agreement.
COMMISSION APPROVAL.
The transfer of the Company Owned Facilities will be contingent upon approval by the
Idaho Public Utilities Commission. The parties agree to cooperate and will use their best efforts
to obtain approval by the Commission.
IND EMNIFI CA TI ON.
Each party agrees to protect, indemnify and hold harmless the other party, its directors
officers , employees, agents. and representatives against and from any and all loss, claims,
actions, or suits, including costs and attorneys' fees from both trial and appeals therefrom , on
account of injury, bodily or other, to, or death of, persons, or for damage to, or destruction of
property resulting from or arising out of any of the indemnifying party s actions or facilities
excepting only such injury, death , damage or destruction as may he caused by the fault or
negligence of the other party, its directors , officers , employees, agents , or representatives.
FUR THER COO PERA TI ON.
The parties agree to use their mutual best efforts to carry out and effectuate the intent of
this Memorandum.
MEMORANDUM OF UNDERST ANDING--
APR 28-05 THU 12: 32 SUN VALLEY CO. (ADMIN.
nt By: MCDEVITT & MILLER LLP; 208 336 6912;
F AX NO. 2086222015Apr-~U-u~ , :UH~M;P. 11t"'ay~ IU /I", '
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GENERAL PROVISiONS.
,This Memorandum and an the terms and provisions hereof shall be binding upon
, and inure to the benefit of the respective successors and assigns of the parties
hereto.
No modification of this Memorandum shall be, valid unless it 1S in writing and
signed by'both parries and subsequently approved by the Commission.
10.Any wai,,~r at any time by either party of its rights with r~!\pecl to a defa~lt ~deT
this Memo!"ctndum, or with respect to any other maners arising in connection with
this Memorandum. shall not be deemed a waiver with respect to ~\ny s\1b~equ~nt
default ()T mattc!.
10.Norhing contained in this Memorandum shall ever hccon5troed to create an
, a~sociatioJ1t partnership. or impose trust or pannership duty, obligation or liCib\1ily,
on or with regard to ejLheT party. Each party shan b~ individually and sev~raHy
liable for its own obligation~ under this Memorandum.
IN ,wrTNESS WHEREOF, the Parties hereto have caused this Ag.:ccl11ent to
, "
, executed in their respecti ve names on the ,date set forth above.
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IDAHO POWER COMPANY SINCLAIR OIL CORPORATION
d/b/al SUN VALLEY C9MPANY
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, MEMORANDuM OF UNDERST ANDING-
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SEE CASE FILE
FOR MAP(S)
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EXHIBIT B
BILL OF SALE
Idaho Power Company. an Idaho corporation, whose address is 1221 West Idaho
O. Box 70, Boise, Idaho 83707 (Seller), for valuable consideration , the receipt and
sufficiency of which are hereby acknowledged, does hereby sell, assign, transfer, and set
over to Sinclair Oil Corporation, a Wyoming corporation d/b/a Sun Valley Company,
whose address is Post Office Box 10, Sun Valley, Idaho 83353 ("Buyer ), the Company
Owned Facilities (as that term is defined in the Memorandum of Understanding dated
?Yl~
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, 2005 , between Buyer and Seller) located within the cross-hatched area
on Exhibit A attached hereto and made a part hereof (the Property
Seller hereby represents and warrants to Buyer that Seller is the absolute owner of
the Property, that the Property is free and clear of liens, charges and encumbrances, that
Seller shall defend the same from all claims whatsoever, and that Seller has full right
power and authority to sell said Property and to make this Bill of Sale; provided
however, Seller has neither made nor makes any warranties , whether expressed or
implied, concerning the condition of the Property, and Buyer takes and receives the
Property "AS-
" "
WHERE IS" with "ALL FAULTS.
WITNESS WHEREOF, Seller has signed this Bill of Sale this day 2 ~dayof , 2005.
IDAHO POWER COMPANY
By:
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