20130425Motion for Settlement Agreement.pdf

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TIT-"I
An IDACORP Company
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DONOVAN E. WALKER
Lead Counsel
dwaIker(äidahopower.com
April 25, 2013
VIA HAND DELIVERY
Jean D. Jewell, Secretary
Idaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-1 3-12 (Reference Case No. IPC-E-92-32)
Glenns Ferry Cogeneration Partners, LTD., Firm Energy Sales Agreement—
Idaho Power Company's Motion for Approval of Settlement Agreement
Dear Ms. Jewell:
Enclosed for filing in the above matter are an original and seven (7) copies of Idaho
Power Company's Motion for Approval of Settlement Agreement.
Veryt yours,
?WO~ Donovan E. Walke r
DEW:csb
Enclosures
1221 W. Idaho St. (83702)
P.O. Box 70
Boise, ID 83707
DONOVAN E. WALKER (ISB No. 5921)
Idaho Power Company
1221 West Idaho Street (83702)
P.O. Box 70
Boise, Idaho 83707
Telephone: [phone]
Facsimile: [phone]
dwaIkercidahopower.com
7011 AIR 25 PM t: 43
LtT
Attorney for Idaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE FIRM ENERGY
SALES AGREEMENT BETWEEN IDAHO
POWER COMPANY AND GLENNS FERRY
COGENERATION PARTNERS, LTD.
CASE NO. IPC-E-13-12
(Reference Case No. IPC-E-92-32)
IDAHO POWER COMPANY'S
MOTION FOR APPROVAL OF
SETTLEMENT AGREEMENT
I. MOTION
Idaho Power Company ("Idaho Power" or "Company") hereby moves the Idaho
Public Utilities Commission ("Commission") pursuant to Idaho Code § 61-502, RP 56,
and RP 274 for an Order approving the Settlement Agreement and Mutual Release
("Settlement Agreement") between Idaho Power and Glenns Ferry Cogeneration
Partners, LTD. ("Glenns Ferry"). The Settlement Agreement is attached hereto as
Attachment 1. Glenns Ferry's original Firm Energy Sales Agreement was filed in Case
No. IPC-E-92-32 and approved on January 22, 1993, in Commission Order No. 24674.
This Motion is based on the following:
II. BACKGROUND
1. On October 16, 2008, Idaho Power filed a Petition for Declaratory Order
and Complaint for Breach of Contract ("Petition") against Glenns Ferry with the
IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT -1
Commission alleging a breach of contract and seeking a declaratory order terminating
the December 9, 1992, Firm Energy Sales Agreement (as amended by the April 12,
2004, First Amendment and December 30, 2005, Second Amendment; collectively
"FESA"). Case No. IPC-E-08-20. On August 16, 2011, Idaho Power filed a Motion to
Dismiss the Petition without Prejudice and, by operation of Commission Rules, the
dismissal of the Petition was effective on August 30, 2011.
2.October 28, 2011, Idaho Power filed a Complaint for Breach of Contract
and Declaratory Judgment ("Complaint") against Glenns Ferry in the District Court of the
Fourth Judicial District of the State of Idaho, in and for the County of Ada, Case No. CV
OC 2011-20755, alleging a breach of contract and seeking a declaratory judgment
terminating the FESA ("State Court Action"). On November 15, 2011, Glenns Ferry
removed the State Court Action to the United States District Court for the District of
Idaho, Case No. 1: 11 -cv-565-CWD ("Federal Court Action").
3.The Complaint alleged, among other things, that Glenns Ferry materially
breached the FESA by losing its thermal host, Idaho Fresh-Pak; failing to maintain its
Public Utility Regulatory Policies Act of 1978 qualifying facility (QF) status; and
permanently curtailing its deliveries of annual net firm energy.
4.The Complaint also alleged that in or about April 2008 Idaho Fresh-Pak
defaulted on the Thermal Host Agreement between Glenns Ferry and Idaho Fresh-Pak.
The Thermal Host Agreement provided, among other things, that Idaho Power was a
third-party beneficiary to that agreement and that Idaho Fresh-Pak would be liable to
Idaho Power, limited to amounts specified in the Thermal Host Agreement, in the event
Idaho Fresh-Pak defaulted on the Thermal Host Agreement.
5.On January 22, 2013, Idaho Power, Glenns Ferry, and Idaho Fresh-Pak
attended a mediation before the Honorable Mikel H. Williams of the United States
IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT -2
District Court for the District of Idaho and settled all claims among them, subject to the
approval of the Commission.
III. THE SETTLEMENT AGREEMENT
6.The Settlement Agreement provides for: (1) the termination of the FESA;
(2) a Stipulated Judgment in the amount of $15,000,000 entered in favor of Idaho Power
in the Federal Court Action, to which Idaho Power agrees to enter into a Covenant Not
to Execute on the Stipulated Judgment; (3) provisions prohibiting Glenns Ferry from
developing any new facility at the current location until such time as the Stipulated
Judgment is paid in full; (4) payment of $250,000 from Glenns Ferry and payment of
$750,000 from Idaho Fresh-Pak; (5) provisions for securing the above-mentioned
payment amounts; and (6) other provisions such as a mutual release of liability, liability
for power bills at the project site, mutual cooperation, and other provisions.
7.The Settlement Agreement is a fair and equitable resolution to this matter,
and is in the public interest. The Settlement Agreement avoids additional, costly
litigation, recognizes a judgment in favor of Idaho Power and its customers, and
provides for the partial recovery of damages pursuant to the FESA. Idaho Fresh-Pak
has a sale pending for its facility, and the Settlement Agreement provides that Idaho
Power receive any proceeds from such sale to satisfy Idaho Fresh-Pak's $750,000
payment.
8.The Settlement Agreement contains a provision stating that all terms and
conditions of the Settlement Agreement are subject to approval by this Commission and
that only after such approval, without material change or modification, has been
received shall the Agreement be valid and effective.
9.The Settlement Agreement is a fair and equitable resolution to this matter,
and is in the public interest. Idaho Power respectfully requests that the Commission
IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT -3
grant this Motion and approve the Settlement Agreement in its entirety, without material
change or condition, pursuant to RP 274.
IV. PROCEDURE
10.Pursuant to RP 274, the Commission has discretion to determine the
manner with which it considers a proposed settlement. In this matter, the parties to the
FESA have reached agreement on how to resolve their pending dispute and litigation.
The Settlement Agreement is reasonable and in the public interest. The parties request
that the Commission approve the Settlement Agreement without further proceedings.
11.In the alternative, should the Commission determine that further
proceedings are required to consider the Settlement Agreement, pursuant to RP 201,
the parties believe the public interest does not require a hearing to consider the issues
presented by this Motion and request it be processed as expeditiously as possible by
Modified Procedure.
V. REQUESTED RELIEF
NOW, THEREFORE, Idaho Power respectfully requests that the Commission
enter its Order approving the Settlement Agreement without material change or
condition, and without further proceedings.
Respectfully submitted this 25th day of April 2013.
40~2NOVAN E. WALKER
Attorney for Idaho Power Company
IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT -4
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on the 25' day of April 2013 I served a true and correct
copy of IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT
AGREEMENT upon the following named parties by the method indicated below, and
addressed to the following:
Commission Staff
Kristine A. Sasser
Deputy Attorney General
Idaho Public Utilities Commission
472 West Washington (83702)
P.O. Box 83720
Boise, Idaho 83720-0074
Glenns Ferry Cogeneration Partners, Ltd.
W. Marcus W. Nye
Richard A. Hearn
Joshua D. Johnson
RACINE, OLSON, NYE, BUDGE &
BAILEY, CHTD.
201 East Center Street
P.O. Box 1391
Pocatello, Idaho 83204-1391
Idaho Fresh-Pak
Paul J. Noah
R.D. Offutt Company
700 South 7th Street
Fargo, North Dakota 58103-2704
X Hand Delivered
U.S. Mail
Overnight Mail
FAX
X Email kris.sasserc&-puc.idaho.gov
Hand Delivered
X U.S. Mail
Overnight Mail
FAX
X Email nyecracinelaw.net
rahracinelaw. net
id k racinelaw. net
Hand Delivered
X U.S. Mail
Overnight Mail
FAX
X Email pnoah(rdoffutt.com
Christa Bearry, Legal Assist
IDAHO POWER COMPANY'S MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT -5
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. IPC-E-13-12
IDAHO POWER COMPANY
ATTACHMENT I
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release ("Agreement") is made by and among
Idaho Power Company ("Idaho Power"), Glenns Ferry Cogeneration Partners, Ltd. ("Glenns
Ferry"), Idaho Fresh-Pak, LLC ("Idaho Fresh-Pak") and Idahoan Foods, LLC ("Idahoan").
RECITALS
1.WHEREAS, on October 16, 2008, Idaho Power filed a Petition for Declaratory Order
and Complaint for Breach of Contract ("Petition") against Glenns Ferry with the Idaho Public
Utilities Commission ("Commission") alleging a breach of contract and seeking a declaratory
order terminating the December 9, 1992 Firm Energy Sales Agreement (as amended by the April
12, 2004 First Amendment and December 30, 2005 Second Amendment; collectively "FESA");
and
2.WHEREAS, on August 16, 2011, Idaho Power filed a Motion to Dismiss the Petition
Without Prejudice and, by operation of Commission rules, the dismissal of the Petition was
effective on August 30, 2011; and
3.WHEREAS on October 28, 2011, Idaho Power filed a Complaint for Breach of
Contract and Declaratory Judgment ("Complaint") against Glenns Ferry in the District Court of
the Fourth Judicial District of the State of Idaho, in and for the County of Ada, Case No. CV OC
2011-20755, alleging a breach of contract and seeking a declaratory judgment terminating the
FESA ("State Court Action"); and
4.WHEREAS, on November 15, 2011, Glenns Ferry removed the State Court Action to
the United States District Court for the District of Idaho, Case No. 1:11 -cv-565-CWD ("Federal
Court Action"); and
5.WHEREAS, the Complaint alleged, among other things, that Glenns Ferry materially
breached the FESA by losing its thermal host, Idaho Fresh-Pak; and
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -1
6.WHEREAS, the Complaint alleged that in or about April 2008 Idaho Fresh-Pak
defaulted on the Thermal Host Agreement between Glenns Ferry and Idaho Fresh-Pak. The
Thermal Host Agreement provided, among other things, that Idaho Power was a third-party
beneficiary to that agreement and that Idaho-Fresh-Pak would be liable to Idaho Power, limited
to amounts specified in the Thermal Host Agreement, in the event Idaho Fresh-Pak defaulted on
the Thermal Host Agreement; and
7.WHEREAS, on January 22, 2013, Idaho Power, Glenns Ferry, and Idaho Fresh-Pak
attended a mediation before the Honorable Mike! H. Williams, of the United States District
Court for the District of Idaho, and settled all claims among them, subject to the approval of the
Commission, with an agreement that all terms of the settlement would be memorialized in this
Agreement;
8.NOW, THEREFORE, Idaho Power, Glenns Ferry, and Idaho Fresh-Pak, in
consideration of the mutual covenants herein contained, and for other good and valuable
consideration, agree as follows:
AGREEMENT
9.All terms and conditions of this Settlement Agreement are subject to the approval of
the Idaho Public Utilities Commission. This Agreement shall be effective only upon the date at
which a final, non-appealable Order is obtained from the Commission approving this Settlement
Agreement without material change or condition. Idaho Power, Glenns Ferry, and Idaho Fresh-
Pak agree to submit a signed copy of this Agreement to the Commission as soon as practicable
after the signing of the Agreement. Idaho Power shall take the lead in submitting this Agreement
to the Commission, and Glenns Ferry and Idaho Fresh-Pak shall cooperate with Idaho Power as
set forth in paragraph 20 below. Within 10 business days of the Parties' execution of this
SETFLEMENT AGREEMENT AND MUTUAL RELEASE -2
Settlement Agreement, Idaho Power will prepare an Application, and will file the fully executed
Settlement Agreement with the Commission seeking approval of the same.
10.The FESA shall be terminated effective immediately upon the date the Commission
approves this Agreement.
11.Glenns Ferry agrees that a Stipulated Judgment in the amount of $15,000,000 shall be
entered in favor of Idaho Power in the Federal Court Action. Idaho Power agrees to enter into a
Covenant Not to Execute on the Stipulated Judgment.
12.Glenns Ferry agrees that its members, officers, shareholders, partners, employees, and
assigns ("Developer Parties") shall not develop, or assist in the development of, any new
cogeneration project at the current physical location of the Glenns Ferry cogeneration facility
until such time as the Stipulated Judgment is paid in full and Developer Parties perform all other
requirements under applicable law. The facility is located in the SE Quarter of Section 29,
Township 5 South, Range 10 East, Boise Meridian, Elmore County, Glenns Ferry, Idaho.
13.Glenns Ferry shall pay Idaho Power as follows:
(a)Glenns Ferry unconditionally shall pay Idaho Power the sum of $250,000,
without interest, no later than January 22, 2015 reduced by the amount of any payments made
pursuant to paragraph 13 (b) below..
(b)In the event Glenns Ferry sells its Glenns Ferry cogeneration facility, or any
of the personal property and/or equipment of the Glenns Ferry cogeneration facility, before the
payment deadline set forth above, Idaho Power shall receive the proceeds of any sale within ten
(10) business days of the receipt of the sale proceeds by Glenns Ferry, up to the sum of $250,000
(c)Glenns Ferry shall provide Idaho Power with acceptable security securing the
$250,000 payment up to the value of the plant and all personal property and/or equipment.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE- 3
Acceptable security shall include, but will not be limited to, security interest in real property,
equipment, fixtures, contracts, permits, easements, and rights-of-way, associated with the Glenns
Ferry cogeneration facility. A partial list of personal property and/or equipment is described in
Exhibit 3, attached hereto and incorporated herein by reference. Idaho Power shall have the right
to file and maintain any lien or encumbrance provided by Idaho law until it has received all
payments from Glenns Ferry required under paragraph 13(a) and (b). Idaho Power shall
maintain a security interest in all of the personal property and/or equipment located at the Glenns
Ferry cogeneration facility as of January 22, 2013, regardless of whether it is listed in Exhibit 3.
The security provided by Glenns Ferry shall be seized by Idaho Power only if Glenns Ferry is in
breach of this Agreement subject to the following terms:
Time is of the essence under this Agreement. Upon the failure of Glenns Ferry to
make either of the required payments, Idaho Power may, without notice or demand on
Glenns Ferry, and with or without judicial action, have the immediate right to enter
Glenns Ferry's premises without liability for suit, action, or other proceedings, to take
possession of collateral, and render collateral unusable and remove the same for
disposition by lease, sale, license, or otherwise. Glenns Ferry shall willingly surrender
the collateral and shall not interfere with Idaho Power's right of entry to collect the same.
Glenns Ferry shall be liable for all costs incurred by Idaho Power in the collection of
collateral. When proceeding under this section, Idaho Power will proceed in a
commercially reasonable manner and without breaching the peace. The parties expressly
agree that the terms of this section are reasonable.
(d)Glenns Ferry shall not transfer any personal property and/or equipment from
the Glenns Ferry facility to the Rupert cogeneration facility unless the personal property and/or
equipment is purchased by the Rupert cogeneration facility at fair market value, and the proceeds
of such purchase are turned over to Idaho Power as provided by subsection (b) above.
(e)Until the date full payment is received from Glenns Ferry, Idaho Power shall
have the right to audit the books and records of Glenns Ferry to determine if any personal
property/equipment has been sold.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -4
14. Idaho Fresh-Pak shall pay Idaho Power as follows:
(a)Idaho Fresh-Pak unconditionally shall pay Idaho Power the sum of $600,000,
without interest, no later than January 22, 2014.
(b)Idaho Fresh-Pak unconditionally shall pay Idaho Power the sum of $150,000,
without interest, no later than January 22, 2015; for a total payment of $750,000.
(c)In the event Idaho Fresh-Pak and/or Idahoan sells any of the equipment of
the Glenns Ferry potato processing facility, or the facility itself, before the payment deadlines set
forth above, Idaho Power shall receive the proceeds of any sale within ten (10) business days of
the receipt of the sale proceeds by Idaho Fresh-Pak or Idahoan, up to the sum of $750,000.
(d)Idaho Fresh-Pak shall provide Idaho Power with acceptable security securing
the $750,000 payment up to the value of the plant and equipment. Certain equipment is owned
by Idahoan and it has agreed to similarly provide Idaho Power with acceptable security securing
the $750,000 payment up to the value of its equipment. Acceptable security shall include, but
will not be limited to, security interest in real property, easements, rights-of-way, equipment,
fixtures, contracts, and permits, associated with the Glenns Ferry potato processing facility. The
location of the Idaho Fresh-Pak real property is as described in Exhibit 1, attached hereto and
incorporated herein by reference. The personal property and/or equipment is as described in
Exhibit 2, attached hereto and incorporated herein by reference. Idaho Power shall have the right
to file and maintain any lien or encumbrance provided by Idaho law until it has received all
payments from Idaho Fresh-Pak. The security provided by Idaho Fresh-Pak and Idahoan shall be
seized by Idaho Power only if Idaho Fresh-Pak is in breach of this Agreement, subject to the
following terms:
Time is of the essence under this Agreement. Upon the failure of Idaho
Fresh-Pak to make either of the required payments, Idaho Power may,
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -S
without notice or demand on Idaho Fresh-Pak or Idahoan, and with or without
judicial action, have the immediate right to enter Idaho Fresh-Pak's premises
without liability for suit, action, or other proceedings, to take possession of
collateral, and render collateral unusable and remove the same for disposition
by lease, sale, license, or otherwise. Idaho Fresh-Pak and Idahoan shall
willingly surrender the collateral and shall not interfere with Idaho Power's
right of entry to collect the same. Idaho Fresh-Pak shall be liable for all costs
incurred by Idaho Power in the collection of collateral. When proceeding
under this section, Idaho Power will proceed in a commercially reasonable
manner and without breaching the peace. The parties expressly agree that the
terms of this section are reasonable.
(e) Until the date full payment is received from Idaho Fresh-Pak, Idaho Power
shall have the right to audit the books and records of Idaho Fresh-Pak to determine if any
personal property/equipment has been sold..
15. Neither Glenns Ferry nor Idaho Fresh-Pak is responsible for the other's payment
of or failure to pay Idaho Power the sums agreed upon as settlement of this matter. The
above-described obligations are particular to the parties named and are not for any reason to
be construed as joint or several obligations of or between Glenns Ferry and Idaho Fresh-Pak.
ADDITIONAL TERMS
16. Mutual Release. Subject only to the other provisions of this Agreement, Idaho
Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan hereby forever release and discharge each
other and any or all past or present directors, officers, shareholders, partners, members,
employees, independent contractors, agents, clients, subordinates, assigns, consultants, attorneys,
insurers, predecessors-in-interest, and/or successors-in-interest, either directly or vicariously,
from any and all obligations, damages, losses, liabilities, suits, debts and demands, of whatever
character, in law or in equity, known or unknown, and related to the Petition, State Court Action,
and Federal Court Action.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -6
17.Liability for Power Bills. This Agreement releases and discharges Glenns Ferry
from any liability for power bills, including both station use and O&M Services, before or on
January 22, 2013. This Agreement shall not release or discharge Glenns Ferry for any liability
relating to any charges for the future delivery of electricity, including both station use and O&M
Services, to the Glenns Ferry cogeneration facility by Idaho Power after January 22, 2013.
18.After Discovered Facts. Idaho Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan
each acknowledge and are aware that they, or their attorneys, may hereafter discover facts not
represented herein, different from or in addition to the facts which they, or their attorneys, now
know or believe to be true with respect to the subject matter of this Agreement, but it is their
intention to fully and finally release each other from any and all manner of liabilities and claims
as described in this Agreement, which exist or may exist, except for those claims expressly
reserved in this Agreement.
19.No Admission. This Agreement reflects, among other things, the compromise and
settlement of disputed claims. Neither this Agreement nor any document referred to in this
Agreement, nor any action taken to carry out this Agreement, is, or may be construed as, or may
be used as, an admission or concession by or against any party of any alleged fault, wrongdoing,
or liability whatsoever.
20.Cooperation. The parties to this Agreement agree to cooperate fully and to take any
and all additional actions that may be necessary or appropriate to give full force and effect to the
terms and intent of this Agreement. The parties acknowledge that this Agreement requires the
approval of the Commission. Glenns Ferry and Idaho Fresh-Pak agree that they shall timely
provide to Idaho Power, or the Commission, any documents or information necessary to obtain
approval of this Agreement by the Commission, including, but not limited to, current financial
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -7
statements. In the event Glenns Ferry and/or Idaho Fresh-Pak are required to submit confidential
information to the Commission, the parties will request that the Commission enter a protective
order maintaining the confidentiality of the information. In no event, shall the Agreement itself
be considered confidential.
21.Governing Law, Jurisdiction, and Venue. This Agreement shall be construed and
enforced in accordance with the laws of the State of Idaho, without regard to conflicts of law
rules, and any action to enforce this Agreement shall be venued in the United States District
Court for the District of Idaho.
22.Attorney Fees. Idaho Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan shall each
bear their own costs and attorney fees incurred in bringing, defending, negotiating, settling, or in
any other way related to, the Petition, the State Court Action, and the Federal Court Action.
However, should any party utilize an attorney for the purpose of enforcing or construing this
Agreement, the prevailing party shall be entitled to receive from the other party or parties thereto
reimbursement for all reasonable attorney fees and costs incurred in connection therewith, which
fees and costs may be determined and awarded by the Court.
23.Successors and Assigns. All terms of this Agreement shall be binding upon and inure
to the benefit of and be enforceable by Idaho Power, Glenns Ferry, Idaho Fresh-Pak, Idahoan and
their respective legal representatives, successors, and assigns.
24.Severability. With the exception of paragraph 9, requiring that the Commission
approve the Agreement, the provisions and terms of this Agreement are severable, existing
separately from one another, and if any part of this Agreement is found to be unenforceable, the
other paragraphs shall remain fully valid and enforceable.
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -8
25.Paragraph Headings. The paragraph headings in this Agreement, and the order of the
paragraphs, are for convenience only. They are not part of this Agreement and shall not be used
in interpreting the Agreement.
26.Entire Agreement. This Agreement, including Exhibits 1 through 3, contains the
entire agreement among Idaho Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan relating to the
transaction contemplated hereby, and all prior and contemporaneous agreements, understandings,
representations and statements, oral or written, are merged herein. Idaho Power, Glenns Ferry,
Idaho Fresh-Pak and Idahoan expressly warrant that they have read and fully understand this
Agreement and have consulted with legal counsel of their own choosing; that they are not
executing this Agreement in reliance on any promises, representations, or inducements other than
those contained herein; and that they are executing this Agreement voluntarily, free of any duress
or coercion. Idaho Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan, by and through their
respective signatories to this Agreement, acknowledge and agree that the terms of this
Agreement are contractual and not a mere recital, and that execution of this Agreement may
affect rights and liabilities of substantial extent and degree. With the full understanding of these
facts, Idaho Power, Glenns Ferry, Idaho Fresh-Pak and Idahoan represent that the covenants and
releases provided for in this Agreement are in their respective best interests. Idaho Power,
Glenns Ferry, Idaho Fresh-Pak and Idahoan further agree that this Agreement has been jointly
drafted and shall not be construed against any party on account of the drafting of this Agreement.
27.Counterparts. This Agreement may be executed in identical counterparts, and such
duly executed counterparts shall have full validity, force and effect.
28.Authority and Indemnification of Authority. Idaho Power, Glenns Ferry, Idaho
Fresh-Pak and Idahoan represent and warrant that they possess full and complete authority to
SETTLEMENT AGREEMENT AND MUTUAL RELEASE -9
covenant and agree as provided in this Agreement. The signatories for Idaho Power, Glenns
Ferry, Idaho Fresh-Pak and Idahoan respectively represent and warrant that such signatory
possesses the authority and has been authorized by the corporation or association to enter into
this Agreement, whether by resolution of a governing board, upon the instruction by an
authorized officer, as authorized in the bylaws of the corporation or association on whose behalf
the signatory is executing this Agreement, or otherwise. In the event any person or entity
hereafter asserts any interest in or the right to pursue any of the claims released in this
Agreement, the party on whose behalf such person or entity shall claim to be acting shall
promptly and filly defend and indemnify the other party or parties against any and all such
claims.
29. Ef1ctive Date and Dismissal of the Federal Court Action. The parties to this
Agreement agree that this Agreement takes effect as of the date at which a final, non-appealable
Order is obtained from the Commission approving this Settlement Agreement without material
change or condition, and the Federal Court Action shall be dismissed with prejudice forthwith.
IDAHO FRESH-PAK LLC
SET1I.EMENT AGREEMENT AND MUTUAL RELEASE -10
By:
Title: CNi; £xseuv,v ofii.t
SETI'LEMENT AGREEMENT AND MUTUAL RELEASE -Il
hereafter asserts any interest in or the right to pursue any claims released in this Agreement, the
party on whose behalf such person or entity shall claim to be acting shall promptly and fully
defend and indemnify the other party or parties against any and all such claims.
28. Effective Date and Dismissal of the Federal Court Action. The parties to this
Agreement agree that this Agreement takes effect as of the date at which a final, non-appealable
Order is obtained from the Commission approving this Settlement Agreement without material
change or condition, and the Federal Court Action shall be dismissed with prejudice forthwith.
IDAHO POWER COMPANY
Title:
Date:
IDAHO FRESH-PAK, LLC
Title:
Date:
IDAHOAN FOODS, LLC
By:
Title:
Date:
SETTLEMENT AGREEMENT AND MUTUAL RELEASE 10
EXHIBIT "A"
PARCEL 1:
ALL OF BLOCKS 28,29 AND 30 OF GLENNS FERRY ORIGINAL TOWNSITE, ELMORE COUNTY, IDAHO,
ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE AND OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF ELMORE COUNTY, IDAHO.
ALL OF BLOCK 21, ELMORE ADDITION TO GLENNS FERRY, ELMORE COUNTY, IDAHO AND A PORTION
OF LOTS I AND 2 IN BLOCK 20 OF ELMORE ADDITION TO GLENNS FERRY, ELMORE COUNTY, IDAHO,
ACCORDING TO THE OFFICIAL PLAT THEREOF ON FILE AND OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF ELMORE COUNTY, IDAHO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT THE SOUTHEAST CORNER OF BLOCK 28, (LOCATED IN THE SOUTH HALF OF SECTION
29, TOWNSHIP -5 SOUTH, RANGE 10 EAST, BOISE MERIDIAN) ALSO BEING OF THE ORIGINAL
TOWNSITE OF THE CITY OF GLENNS FERRY, COUNTY OF ELMORE, STATE OF IDAHO. WHICH SHALL BE
THE TRUE POINT OF BEGINNING; THENCE SOUTH 71*59' WEST ALONG THE NORTHERLY BOUNIMRY
OF HARRISON AVENUE FOR 870.0 FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF ALTURAS
STREET; THENCE NORTH 18*01 WEST ALONG SAID EASTERLY RIGHT-OF-WAY OF ALTURAS STREET
FOR 88.92 FEET TO A POINT ON THE SOUTHERLY RIGHT-OF-WAY OF RAILROAD STREET; ThENCE
NORTH 57'25' EAST FOR 92.27 FEET ALONG SAID RIGHT-OF-WAY TO A POINT; THENCE NORTH 1801
WEST FOR 114.34 FEET TO A POINT; THENCE NORTH 61 57' EAST FOR 617.43 FEET TO A POINT:
THENCE NORTH 7202' EAST 882.88 FEET TO A POINT; THENCE SOUTH 1801' EAST FOR 253.36 FEET
TO A POINT; THENCE NORTH 71'59 EAST FOR 320.0 FEET TO A POINT ON THE EASTERLY RIGHT-OF
WAYOF BLAINE STREET; THENCE SOUTH 18*01 EAST ALONG SAID EASTERLY RIGHT-OF-WAY OF
BLAINE STREET FOR 110.0 FEET TO A POINT; THENCE SOUTH 7 159 WEST FOR 660.0 FEET TO THE
SOUTHWEST CORNER OF LOT 2 OF BLOCK 20; THENCE NORTH 1801' WEST FOR 300 FEET TO A
POINT; THENCE SOUTH 71'59' WEST ALONG THE NORTHERLY BOUNDARY OF HARRISOFI AVENUE FOR
370.0 FEET TO THE TRUE POINT OF BEGINNING.
TOGETHER WITH ALL PORTIONS OF VACATED HARRISON AVENUE ADJACENT TO SAID PARCEL 1.
PARCEL 2:
LOTS 3 AND 4 IN BLOCK 20 OF ELMORE ADDITION TO GLENNS FERRY, ELMORE COUNTY, IDAHO,
ACCORDING TO THE OFFICIAL FLAT THEREOF ON FILE AND OF RECORD IN THE OFFICE OF THE
COUNTY RECORDER OF ELMORE COUNTY, IDAHO.
PARCEL 3:
ALL OF LOT I AND A PORTION OF LOT 2 IN BLOCK 46 OF SOUTH ADDITION TO GLENNS FERRY,
ELMORE COUNTY.HO.ACCORDING TOT QW 1ALeL4T THEREOF NOW ON RECORTY*4 THE - wI 17 n-eUNT'rRECORDER OF ELMORE COUNTY, IDAHO.
PARCEL 4:
A PARCEL OF LAND SITUATE IN THE SEI/4 OF SECTION 29, TOWNSHIP 5 SOUTH, RANGE 10 EAST, BOISE
MERIDIAN, GLENNS FERRY, ELMORE COUNTY, IDAHO BEING A PORTION OF LOT I OF BLOCK 20 OF THE
ELMORE ADDITION TO GLENNS FERRY MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT A % REBAR MARKING THE SOUTHWEST CORNER OF LOT 2 OF BLOCK 20 OF THE
ELMORE ADDITION TO GLENNS FERRY AND RUNNING THENCE ALONG THE SOUTHEAST LINES OF SAID
LOT 2, AND OF LOT I OF SAID BLOCK 20, AND ALONG THE NORTHEASTERLY EXTENSION THEREOF
NORTH 714247" EAST 660.05 FEET TO THE SOUTHWEST CORNER OF LOT 2 OF BLOCK 19 OF SAID
ELMORE ADDITION TO GLENNS FERRY; THENCE ALONG THE EASTERN LINE OF VACATED BLAINE
STREET NORTH 1 B'18'19" WEST 110.11 FEET TO A '4" REBAR MARKING THE INTERSECTION THEREOF
WITH THE NORTH LINE OF THAT REAL PROPERTY DESCRIBED IN THE AFORESAID DEED RECORDED AS
INSTRUMENT NO. 158927; THENCE ALONG SAID NORTH LINE SOUTH 71"42'47" WEST 18034 FEET TO THE
TRUE POINT OF BEGINNING;
*
928663.2
THENCE CONTINUING ALONG SAID NORTH LINE SOUTH 71 *42 ,4r WEST 140.00 FEET TO A P1< NAIL SET IN
CONCRETE MARKING THE INTERSECTION THEREOF WITH THE EASTERN LINE OF SAID REAL PROPERTY
DESCRIBED IN INSTRUMENT NO. 158927:
THENCE ALONG SAID EASTERN LINE NORTH trieia- WEST 253.31 FEET TO A 112' REBAR MARKING THE
NORTHERN TERMINUS OF SAID EAST LINE BEING ALSO THE SOUTHERN TERMINUS OF THE EASTERN
LINE OF THAT REAL PROPERTY DESCRIBED IN THE QU(CLAIM DEED IC .D. NO 52839-3) FROM UNION
PACIFIC RAILROAD COMPANY TO MAGIC WEST INC RECORDED JULY 12 1974 AS INSTRUMENT NO
158924, ELMORE COUNTY RECORDS;
THENCE ALONG LAST SAID EASTERN LINE NORTH 189 8'19" WEST 3.50 FEET TO THE INTERSECTION
THEREOF WITH THE NORTHERN LINE OF SAID LOT 1 OF BLOCK 20 OF THE ELMORE ADDITION TO GLENNS
FERRY, BEING ALSO THE SOUTHERN LINE OF THE UNION PACIFIC RAILROAD RIGHT-OF-WAY:
THENCE ALONG LAST SAID SOUTHERN LINE NORTH 71 41'30' EAST 140.00 FEET;
THENCE LEAVING-SAID SOWN NESO r .8FEET TO THE TRUE POINT OF -
:
9286632
Glenns Ferry Facilty Asset List August, 2012
Detailed Report for Month 12 -Aug -2012
ASSET AIC#: 013- PLANT EQUIPMENT
Sort Code #2: G - GLENNS FERRY
Date Acq Date Sold Description Meth/Life
07117/07 4-Refer Trailers SLMM/ 7.00
07/17/07 1991 Milestone Conveyor Table 20'X 30" SLMM/ 7.00
07/17/07 1991 Milestone Conveyor Table 30'X 30" SLMMI 7.00
07/17/07 1991 Milestone Conveyor Table 60'X 30" SLMMI 7.00
07/17/07 2 Augers: #1 & #2 1512 X 18.5t SLMMI 7.00
07117/07 2 Augers: #3 & #4 1312 X 18.5L SLMM/ 7.00
07/17/07 2 Conveyors: W/Fractional Hp Motor SLMM/ 7.00
07/17/07 3 Conveyors: #5-6647, Auger Conveyor SLMM/ 7.00
07/17/07 Air Compressor: Unit#2, Mdl Ecpqmc,S/N SLMM/ 7.00
07/17/07 Ammonia Compressor Ov SLMM/ 7.00
07/17/07 Application Rollers For Dram Dryers SLMM/ 7.00
07/17/07 Baghouse(Large):Mdl 64-4 SIN W-084333 SLMM/ 7.00
07/17107 Baghouse(Small): Mdl S36-4, SIN 820-076852 SLMM/ 7.00
07/17/07 Boiler Upgrade SLMM/ 7.00
07/17/07 Boiler: Mdl. Cb-400-500, SIN L -64404, 500 Hp SLMM/ 7.00
07/17/07 Boiler: Mdl.F13B400D, SIN 5225-3F236, SLMM/ 7.00
07/17/07 Case Packer tqf Line SLMMI 7.00
07/17/07 Case Packer lqf Line SLMM/ 7.00
07/17/07 Cane Packer tqf Line SLMM/ 7.00
07/17/07 Cuss Packer. Mdl. 12Af, Type 59300, SIN SLMMI 7.00
07/17/07 Case Sealer. Mdl 77A, SIN Not Visible SLMM/ 7.00
07117/07 Case SealerMdt 12At, Adj Series 59300, SLMM/ 7.00
07117/07 Case Shaker Table: W 2 Motor Shakers SLMM/ 7.00
07/17/07 Chiller: Compressor Mdt A3089, SIN K99095 SLMMI 7.00
07/17/07 Chiller:#1 Mdl 500. 405-Hp SIN 84096 SLMMI 7.00
07/17/07 Chiller:#2 Mdt 500.450-Hp, SIN 88091 SLMM/ 7.00
07/17/07 Chitler.#3 205-Hp Motor, Mdl L-C SLMM/ 7.00
07117/07 Chiller:#4 205-Hp Motor, Mdl. L-C SLMM/ 7.00
07/17/07 Compressor For Freezer SLMM/ 7.00
07/17107 Conveyor: Inclined, Stainless Steel, SLMM/ 7.00
07/17107 Conveyor: W/Neoprene Belt SLMMI 7.00
07/17/07 Conveyor: Waster Auger, Mdl Ht5406, SIN SLMMJ 7.00
07/17107 Conveyor:Cleated Bet SLMM/ 7.00
07/17/07 ConveyorTranster: Solid Belt, W/Asld SLMM/ 7.00
07/17/07 Cook Deck Replacement SLMM/ 7.00
07/17/07 Cook Line:(2) Myverol Kettle SLMM/ 7.00
07/17/07 Cooling Tower Mdl Pmcb-630, SIN 99-8494W SLMM/ 7.00
07/17/07 Cooling Tower Mdl Xlp-Ls75, SIN 3687-1 SLMM/ 7.00
07117/07 Deaerator:48" W X 16"L, SIN 37296 SLMM/ 7.00
07/17/07 Dicing Line SLMMI 7.00
07/17/07 Dram Dryer:#2 Mdl 05-02600 SIN 16368 SLMM/ 7.00
07/17107 Dram Dryer:Unit#1 Mdl.105-48025 SIN 17200 SLMM/ 7.00
07/17/07 Dram Dryer:Unit#3 Mdl 13-3464L SIN 18263 SLMM/ 7.00
07/17/07 Exhaust Fans And Makeup Air SLMM/ 7.00
07/17107 Exhaust Fuss And Makeup Air SLMM/ 7.00
07/17/07 Fixed Weight Station SLMMI 7.00
07/17/07 Flake Line SLMM/ 7.00
07/17/07 Flake Shaker Approo 3"X 6" SLMM/ 7.00
07/17/07 Flash Tank: Horiz, Carbon Stool SLMM/ 7.00
07/17/07 Freezer:W/Jamision Mark It Diamond Trac SLMM/ 7.00
07/17107 Hash Brown Line: team Bet Conveyor & SLMMI 7.00
07/17/07 Holding Bin Room:4 Holding Bays SLMMI 7.00
07/17/07 Hot Water System:W/Staietess Steel SLMM/ 7.00
07/17/07 Items Purchased 7-12-02 Under $1,000 SLMM/ 7.00
07/17/07 Mash Flow Control SLMM/ 7.00
07/17/07 Monitor Well Replacement SLMM/ 7.00
07/17/07 Packaging Machine:Type Svb 360, SIN SLMM/ 7.00
07/17107 Packaging System: learn Mdl lODlh Shaker SLMM/ 7.00
07/17/07 Packing Line: SIN Cv14-1632 SLMM/ 7.00
07/17/07 Potato Cleaning System SLMM/ 7.00
07/17/07 Process Line: Finshed Hash Brown Line SLMM/ 7.00
07/17/07 Process Line: Finshed Hash Brown Line SLMMI 7.00
07/17/07 Proportional Scl:Mdl SLMM/ 7.00
Pagel of 2
Glenns Ferry Facilty Asset List August, 2012
07/17/07 Rail Car Fall Protection SLMM/ 7.00
07/17/07 Receiving Conveyor: Mdl 1270, S/N 25-91 SLMM/ 7.00
07/17/07 Redesign Hashbrown Line SLMM/ 7.00
07/17/07 Redesign Hashbrown Line SLMM/ 7.00
07117/07 Refrigeration Equipment SLMM/ 7.00
07/17/07 Replace Cooling Tower SLMM/ 7.00
07/17/07 Resurface Drum 3 SLMMI 7.00
07/17107 Sample System:Steel Link Conveyor, SLMM/ 7.00
07/17/07 Sorting System:1 lesm, Inclinded Cleated SLMM/ 7.00
07/17107 Stinger In Receiving SLMM/ 7.00
07117107 Storage Basin SLMM/ 7.00
07117/07 Sub Cooler: Liquid Ammoinia, All SLMM/ 7.00
07/17/07 Vibrating Conveyor SLMM/ 7.00
07/17/07 Waste Discharge System SLMM/ 7.00
07117107 Water Softner System: Custom Mgt SLMM/ 7.00
07/17/07 Water System: W/Staintess Steel Water SLMM/ 7.00
07/17/07 Rock Trap SLMM/ 7.00
Page 2 of 2
GLENNS FERRY COGENERATION PARTNERS, LTD
MAJOR EQUIPMENT LIST
GAS TURBINE SOLAR TURBINE MARS 100, MODEL 15000S
Power kW 11 860
Heat Rate kJ/kW-hr 10465
Exhaust Flow kg/hr 153245
Exhaust Temperature OC 485
SoLoNOx Yes
HP 15000
GENERATOR GE 10,500 KW GENERATOR
No Model # Solar Part # 101946-49811-1
Year 3-1996
GEAR BOX ALLEN GEARS SOLAR MARS 1800 RPM EPICYCLIC STAR
(DECREASING)
Model Number 20845
Year 1996
STEAM TURBINE MURRAY TURBINE
Capacity Generates 1234 KW
Model Number T-5413
Year 1996
SWITCHGEAR (G-01R) POWELL TYPE 15PV0500-31
Rated Voltage 15 KV
Rated Amps 1200 Continuous
Rated short Circuit 18 KA
SWITCHGEAR (MAIN BREAKER) POWELL TYPE 15PV0500-31
Rated Voltage 15 I(V
Rated Amps 1200 Continuous
Rated short Circuit 18 KA
HRSG (BOILER) DELTAK CAPACITY 46500
No Model Number - Board Number
Year
ALFA LAVAL HEAT EXCHANGER MODEL TYPE, M10-BFD 30102-86891 TO 86894
COOLING TOWER MARLEY
Model Number NC9141GM
Year 1996
INSTRUMENT AIR COMPRESSOR AG EQUIPMENT
Model Number 3VA256TTDX7026AAL
Year 1996
995
1996
DEARATOR TANK CLEAVER BROOKS 7493
Capacity SMP45 - 45,000
Year 1996
CIRC PUMPS & MOTORS (2) Motor-GE Model 5K326FT6431D20/ Pump INGERSOLL-DRESSER
MODEL 12 NKH-2 (Need capacity, and year)
Capacity 1577 GPM TDH 90
Year 1996
CONDENSATE HOTWELL PUMPS & MOTORS (2) MOTOR-US ELECTRICAL ID
Z05Z0540376F; PUMP PACO
Capacity TDH 167 ft
Year 1996
FEEDWATER PUMPS & MOTORS (2) MOTOR- BALDOR SN696C; PUMP —GRUNDFOS CR30 MODEL B
9628-34796147
Capacity 153.5 GPM
Year 1996
RID SYSTEM WATERTECH
Model Number N/A
Year 1996
Capacity 1 832GPM
Number of tubes 6 Tubes 3 Membranes each
MAKE UP WATER SYSTEM MOTORS (2) BALDOR CAT# VM3555 & US MOTORS MODEL
G61970 PUMP- INGERSOLL DRESSER SN 892647-000
Capacity SMP 3000
Year 1996