20151209Redacted Attachment 1.pdf

SIm*
An IDACORP Company
LISA D. NORDSTROM
Lead Counsel
I [e-mail]
December 9, 2015
fi[CI i\*1[.3
?015 0tC -9 PH lr: 38
uTrlr?ffijCotiil!itsror,
VIA HAND DELIVERY
Jean D. Jewell, Secretary
ldaho Public Utilities Commission
472 West Washington Street
Boise, Idaho 83702
Re: Case No. IPC-E-15-26
Approval of the Transfer and Sale of Certain Assets to the United States
Department of Justice Federa! Bureau of !nvestigation
- Replacement Attachment 1 to Application (REDACTED) and Certificate of
Attorney
Dear Ms. Jewell:
On November 25, 2015, in Case No. IPC-E-15-26, ldaho Power Company
("!daho Power") filed an Application with the ldaho Public Utilities Commission
("Commission") for approva! of the transfer and sale of certain assets to the United
States Department of Justice Federal Bureau of lnvestigation ("FBl"). Attachment 1 to
the Application was filed as a confidential document. After discussion with Commission
counsel, ldaho Power wishes to replace the confidential attachment with a redacted
copy and a revised Certificate of Attorney. Therefore, enclosed please find an original
and seven (7) copies of the revised Certificate of Attorney and REDACTED Attachment
1.
PIease contact me at [phone] if you have any questions or concerns.
Very truly yours,
d?QK"u*-Lisa D. Nordstrom
LDN:kkt
Enclosurescc: Daphne Huang - dencls. (via hand delivery)
I.TECE IV T D
AssEr PURCHASE ?0lS gtg -g PH h: 39
AND TRANSFER Otr'TITLE AGREEMENT -
'*^iio$ffi,.'*rhis AssEr PuRcIIAsE AGREEMENT AND t*ar*$TIHlEi
AGREEMENT ( Agrement') is eirterd into as of the -?L\ry of October, 2015 ('Effective
Date'), by and between IDAHO FOWER COMPAI\IY, an Idaho corporation with its principal
office located at l22l W. Idaho Street, Boise, ID 83702 ("Idatro Powed') and the UNITEI)
STATES IIEPARTMENT OF JUSTICE FEDERAL BUREAU OF II\IVESTICATION wittr
its principal offices located at 935 Pcnnsylvania Ave., Itl\il, Washington, DC 20535 (the'FBf').
Idaho Power and FBI may be rcferred to hcrein individtully as a "Parqf or, collectivcly, as the
"Patrties."
RECITALS
A. Idalro Power is an investor-owned electuic utility engaged in the generation,
transmission, and distribution of electricity to its cnstomers in south€rn Idatrc and eastem
Oregon;
B. The FBI is an Idalrc Power customer recciving primary senrice to its faoility
located at (ISitd);
C. Idalro Power curently owns, operates and maintains the faoilities beyond the
Point of Delivery at the FBI's ISite that are installod to solely benefit tlre FBI (as more
particularly described in this Agrqnent, thc "Assets').
D. Idatro Power desir€s io tansfcr and convey the Assets to the FBI, and thc FBI
desires to obtain title to and assume ownership, maintenance, operation and all liabilities
associated with the Ass€ts pursuant and subject to the terms and conditions of this Agreeinent.
E. Pursuant to Rule M {Facilities Charge Servtce) of ldaho Power's Tadtr ('Rule
M') and Idatro Code $ 6l-328,Idaho Power is required to obtain atrthorization and order from
the ldatro Public Utilitiee Commission ('IPUC') approving Idalro Power's sale of tho Asscts to
the FBI (the "Sald). The tsansfsr of the Asscts contc,nrplatd by this Agreemc,nt is contingeirt
upon ldaho Power receiving approval of the Sale and accowrting treatnent of the Sale from the
PUC, without any changes or conditions to Idaho Power's request and subjec-t to the terms and
oonditions set forth in this Agreemeif.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set
forth herein, and other good and valuable oonsid€ration, the sufficicncy of which is hereby
acknowledgd Idaho Power and the FBI agree as follows:
1) Recltrlr. The above-statod Recitals are incorporated by&is reference and made a
part of this Agreement.
{OOL67877.DOC; IO}ASSET PURCHASE AND TMNSFBR OF TITTE AGREBMBNT Page 1
2) Acsetc. The Assets to be transfemed to the FBI pursuant to this Agreemer$ (and
qpon approval of the IPUC) include:
Assets are more desc"ibed in
Exhiblt A attached hereto and made part of this Ageement.
3) Obllgadonr end Condlflonr Precedent to Clorlng. The obligations and
conditions listed below must bc satisfied or waived before the Parties are required to affect the
tansfer and sale of the Assets as coatenrylated by this Agrecment (such event the "Closingl).
r. IPUC Aporoval. Within 60 days following execution of this Agreement,
Idaho Power shall file an application for approval of the Sale and accounting
treatne,nt of the Sale with thc IPUC, the contents of which shall be in Idalp
Pow€r'8 discretion so long as not inconsist€nt with the material terns of this
Agreement. Upon rcccipt of a final order from the IPUC pertaining to thc Sale,
Idaho Power shall provide the FBI with a copy of the same and:
i. If the IPUC apprcves the Sale and accouating teatne,nt of the $ale
consistsnt in all material respects with the application submitted to the
IPUC 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 treatnent of the Sale
subject to additional ternrs and conditions beyond those s€t forttr in the
application submitted to the IPUC by ldalro Power (as pe,rmitted by ldatro
Code $ 6l-328), the Partis may either: i) mutually agree to incorporate
the additional terms and conditions into this Agreernc,nt and prcceed with
the Sale; or ii) not mutually agree to incorporate the additional terms and
conditions into this Agreernent in which case this Agreerrreirt shall be null
and void and of no fiuttrer effect and neither Party shall have any firther
obligations under this Agreement.
iii. If the IPUC denies or refuses to consider or qrprove the Sale or the
accounting treaEne,nt of the Sale consistent in all material respects wi{r the
application submitted to the IPUC by Idatro Power, the terms of this
Agree,rrent shafl be null and void and of no firther sffest and ncither Party
shall have any further obligations under this Agreement.
The FBI aclnowledges and agrees that Idaho Power presented the Asset
price calculations and mettrodology for calculating the same to the FBI and the
FBI is in agreement with such pncing and methodology. The FBI agrees to
support Idaho Power's application to the IPUC for appr,oval of the Sale.
b. Lien Release. The Assets are subject to a lien created by a Mortgage and
Deed of Tnrst, dated Ostob€r 1,1937, between Idalro Power and Deutsche Bank
Trust Company Americas (the 'Mortgage"). Following receipt of a signed
tesolution adopted by Idaho Power's Board of Directors, ldalo Powcr shall file a
{00167877.DOC; IO}ASSET PURCHASE AND TRANSFER OF TITLB AGRBEMBNT Page2
customary lien release application with the Mortgage tnrstee, rcquesting release of
the Assets from the lien of the Mortgage in accordance with the terrrs of the
Mortgage. Release of the lien by the Mortgage trustee, or the FBI's waiver of the
release of the lien of the Mortgage shall be a condition precedent to tho Closing
and to the obligations of the Parties to consummato the Sale as contemplated by
this Agreemcnrt. In the went no such release or waivsr shall have timely
occtred, the tenns of this Agreement shall be null and void and of no firther
effect and neither Party shall have any firrlter obligations under this Agreemcat.
4) Rule E Syrtem Protectlon Package. As a result of the Sale of the Assets to the
FBI, Idatro Power is required to install a s)4stem protec'tion package prior to the Point of Delivery
(as defined in Rule H of Idaho Pow€tr's Tariff), which will be ownod, operated and maintained
by Idaho Power f'systein Protec'tion Packagd'). Idatro Power will insta[ the system protection
package in accordanco with Rule H (New Serttice Attachments and Distribution Line
Iwtallatioru or Altqatiaw) of ldaho Power's Tadff ("Rule H'), and the FBI agrecs to pay the
costs incurred by Idaho Power to install the System Protection Package (for illustrative purposes,
I copy of the Rulc H Cost Quote for the System Protection Package is attached hereto as Exhiblt
B - the Rule H Cost Quote is subject to change and will be updatod upon approval of the Sale
tum the IPUC).
Within 10 days following the date of thc IPUC's issuance of an order approving
tlre Sale Idalro Power will present the FBI with a formal Cost Quote (along with an invoice for
payrnen| (the "Cost Quote) and, pursuant to the terms th€reof, the Cost Quote will rr,main valid
for 60 days from receipt, so long as the FBI exesutes and makos payment in full within that 60
day period. The System Protection Package must be funded in full by the FBI and installed prior
to Closing. Idaho Power will use commercially rcasonable cfforts to install the Systenr
Protection Package following receipt of payment therefor from the FBI and will promptly notifr
the FBI wheu the System Protection Package has been imtslld.
5) Closlng. The Parties agree that the Closing shall occur as promptly as reasonably
practicable following (a) satisfaction of all conditions precede,nt sst forth in Section 3 of this
Agreement and (b) installation of the Rule H System Protection Package pursuant to Section 4 of
this Agreemeirt. At the Closing, (a) the FBI shall deliver the full Purchasc Price to ldaho Power
(as speified in Section 6 below) and (b) the Parties shall execute the Bill of Sale in the form of
Exhlbtt C hereto. If the Parties have diligently pursued the actions nec€ssary to achiwe the
Closing, but all conditions precedent to Closing shall not have occurred on or p,rior to April 15,
2016, thc t€nns of this Agreement shall be null and void and of no ftrther effoct and neith€r
Parfy shall have any further obligations under this Agree,ment other than the obligation to make
payrreirt for any expenditures actually incurred by Idatro Power in connection with the Sptem
Protection Packago.
O Purchace Prlce. The FBI shall pay to Idaho Power the total amount of $79,373
for the Assets ("Prrchase Pric€"). A summary breakdown of thc Purchase Price is attached
hereto as Exhlbtt D and made part of this Agreernerrt. The FBI aclnowledges and confirms that:
a) the FBI has review€d and fully understands the componeirts of the Purchase Prico as set forth
100167877.DOC; l0)ASSET PURCHASE AND TRANSFBR OF TITTE AGREEMENT Page 3
in Exhibit D; b) the FBI does not contest the amounts listed in Exhibit D; an{ c) the Purchase
Price is agreed upon between the Parties as of the Effective Date hereof.
The FBI rmderstands and acknowledges that the Purchase Price is subjecl to
ohange if during such time as the Psties are awaiting app'roval from the IPUC, Id*ro Power is
required to replace any of the Assets. Pursuant to Rule M of Idatro Powerns Tarifr, Idalro Power
is required to replace failed equipment owned by ldaho Power installed beyond the Point of
Delivery. As srch, until such time as Closing occufir, Idaho Powcr must replace any faild
Assets and the price of the substitute equipmcnt will be reflestd in the Purchase Price pursuant
to the same methodology used to calculate the current Pruchase Price.
7t Tranrfer of Arcets. Idaho Power shall gfant, bargain, selln assign, transfsr,
convey, and deliver to the FBI, its successors and assigns, all of ldaho Power's right, title and
interest of wery kind and character whatsoevsr in and to the Assets, effective as of the Closing.
8) Operadon and Maintenence. The FBI understands and acknowledges that
pursuant to Rule M of Idaho Power's Tariffand Idaho Code $ 61-328, the FBI has the bona fide
intent and financial ability to operate and maintain the Assets, and the FBI shall be fully
responsible for such operation and maintenance of the Assets, and all liabilities associated
therewith, after the Closing.
9) Tltle to Acseti. Idatp Power, for itself and its succcssors, hereby repr€serts to
the FBI and its sucoessorc aad 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, plodges, charges, liabilities and other
restrictions of any kind or nature whatsower (contingent or otherrrise), other than those of or
created by the FBI, and other than the lien created by the Mortgage; c) the lien of the Mortgagc
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 FBI (asswring approval of the Sale from the
IPUC pnrsuant to Idaho Code $ 6l-328).
10) Necermry Documents. Idaho Power covonants and agrees with the FBI, its
successors and assigns, to do, executq acknowledge and deliver, or cause to be done, executed,
acknowlodged and delivcred, any and all acts, instnrme,nts, pap€m and docum€nts as may be
reasonably necessary to carry out and effectuate the intent and purpose of this Agreemeirt.
lf) Authority to Trancfor. Idalp Power warrants and represents to thc FBI that
Idaho Power is duly and validly authorized and empowered to make, execute, and deliver this
Agreeme,nt and to enter into the covenants, promiscs, and undertakings of [datro Power in this
Agreement in accordance with the terrns and subject to the conditions set forth in this
Agreerrent. The FBI warrants and represe,nts to ldalro Power that the FBI is duly aod validly
authorizod and empowered to make, execute, and deliver this Agreeineirt and to cntcr inlo the
cov€nants, promises, and undertakings of the FBI in this Agreement in accordance with the
terms and subject to thc conditions set forth in this Agrecment.
{00L67877.DOC; 10}ASSET PURCHASE AND TMNSFER 0F TITLE AGREEMENT Page 4
12) Unwarranted "Ac Irt Conditlon. The Partics agree that to the extent required
by any applicable law, the disclaimers of warranties contained in this paragaph are
"conspicuous" disclaimers for the purposes of any applicable law, rule, or ordEr. The FBI
waive any claims, derrands, right of action against Idalro Power, its officers, directors,
e,mployees and parent company arisrng from or relating to the Assets or the Sale. THE FBI
ACKNOWLEDGES AND AGREES THAT IDAHO POWER CONDUCTED INFRARED
TESTTNG OF THE ASSETS WITHIN THE LAST 90 DAYS PRIOR TO THE EFFECTTVE
DATE OF THIS AGREEMENT A}ID IDAHO POWER HAS SHARED WITH THE FBI TTIAT
SUCH TESTING DID NOT REVEAL A}IY FAILURES OR PROBLEMS WITH THE
ASSETS; HOWEVER, THE FBI UNDERSTANDS THAT IDAHO POWER IS NOT
GUARANTEEING THE ACCURACY OF SUCH TESTINC OR TNFORMATION OBTAINED
THEREFROM AND HAS ENCOURAGED THE FBI TO CONDUCT MS OWN
INDEPENDENT EXAMINATION AND TNSPECTION OF THE EQUIPMENT. THE FBI
ACKNOWLEDGES AND AGREES THAT IT HAS HAD THE OPPORTI.JNITY TO
CAREFULLY EXAMINE AND INSPECT THE ASSETS, AND/OR THAT IT HAS
CAREFULLY H(AMINED AND INSPECTED THE ASSETS, AND ACCEPTS THE ASSETS
IN THEIR *AS IS" AI.ID *WHERE IS" CONDITION AND *WITH ALL FAULTS," AND
WITHOUT REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF
wHrcH rDAHO POWER HEREBY DTSCLATMS AND NEGATES) AS TO TITNESS FOR
A}.IY PARTICULAR PURPOSE, CONTORil{ITY 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, WTTHOUT
LIMITATION THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT),
TO THE EXTENT APPLICABLE AND PERMITTED BY LAW.
13) Relsarc and Indemnlflcadon. The FBI hereby relmses Idaho Power and its
employees, officcrs, directors, representatives, and agents and/or its affiliates from, for, and
against any and all claims, actions, damages, losses, penalties, and orpenses, including
reasonable attorneys' fees and disbursem€nts, of any kind or nature whatsoev€r arising out of
Idaho Power's acts or omissions or the acts or omissioas of the FBI or any third party related to
the tansfer of the Assets heretrnder.
The FBI shall inderrniff and reimburse Idaho Power and its succ€ssoni, and their
reqpective directors, officers, employees, representatives, and age,nts, from, for, and against any
and all allegations, suits, clairns, dcmands, actions, proceedings, judgmerts, puralties, liabilities,
damages, ir{uries, losses, oosts, or expenses of any kind or nature whatsoever, including without
limit*ion attomeys' fees and related costs to the extent permitted by Federal law, and liability of
death, personal injury or property damages, stict liability, or liabilitiee or obligations nnder any
applicable Federal or State law, including, without limitation, all environme,ntal laws, arising
direcfy or indirectly, in whole or in par! out of the FBI's acquisition and use of the Assets by
any percon. In no everrt shall the FBI's total cumulative liability for the above-stated
indemnificetionobligations exceed atotal of I
14) Ilezardous Materlalc. The FBI acknowledges that electronic equipment and
components may contain hazardous materials. These materials may include, but are not limitd
[A0167877.DOC; 10)ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT Page 5
to, lead in solder, batteries, and CRT glass, silver in some batteries and connestions, and mercury
in some battsries and merctrry switches. Disposal of these components, and electnonic waste in
general, may be regulated, The FBI is responsible for compliance with all applicable
envitonmental lawso rules, and regulations associated with those and dl other hazardous
materials contained in or used in connection with the Assets from and after the Effective Date.
rs) Amignmont This Agrcemeirt shall only be assigned with the prior written
consent of ttre Parties and in accordance with Fedoal law. Any purported assignment without
zuch prior unitten consent or in violation of Federal law shall be null and void.
16) Mircelleleoug. To the extent that any provision of ttris instnrmeirt shall be held
to be invalid, illegal, or unenforceable, it shall be deemed to be modified to the minimum oxtent
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 sith€r Prty are
materially increased so as to be unjust or inequitable. Any inconsistency between the terms of
this Agreerrent and any other Agreement to which Idaho Power and the FBI are a parfy on theEfuive Datq as to the matters set forth in this Agreeme,nt, shall be resolved in favor of the
terms of this Agreemeirt &e terms ofwhich shall govern.
This Agreement and the covetrants, agree,ments, undertakings, warranties and
re,presentations contained herein shall inure to the be,nefit of the sucoessofir and assigns of Idatro
Power and the FBI.
This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the sarne cffect as if the signatures thereto and hereto were upon the
same instnrment. This Agreerrent constitutes the entire Agreemeirt baweem the Parties and
supersedes any prior rxrderstandings, Agreements, or represe,ntations by or betrreen the Parties,
written or oral, in any way related to the subject matter of 0ris Agreement. This Agreerne,lrt may
not be ameoded excqrt by written Agreemenrt exesuted by the partics to be charged with ttre
amendment
fSignatures tofollowJ
{00167877.DoC; l0}ASSET PURCHASE AND TMNSFER OF TITLE AGREEMENT Page 6
IN WITNESS WHEREOF, tho undersigned have exesuted this AGREEMENT to be
effec'tive as of the Effective Date.
IDAEO FOWER COMPANY
By: &J){S+.*._
Name: ^nt* 6 - tlA".trr#--
u.s. DEPARTMENT OF JUSTTCE,
XTDERAL BITREAU OX' IWESTIGATION
By:
Naro:
Titlc:
{,*"t t, lr y
74u* F \r4fils
S€cfior-t C HrEtr
Nme: lf*t/a* 1 f o->-, ,u rlz-4
Titte: tr{
l00l67877DOC; l0)ASSET PURCHASE AND TMNSFER OF TITLE AGREBMENT PageT
EXHIBITA
ASSETS
Ductlirtlon Y'cu OrlrllUInne#Foo0So
I $ 979.37
I $ 565.71 I
E I $ 354.79
E I s 534.75
-
I $ 1,504.38
E I $ 1,504.38
-
I g 2,796.40 I
-
I $10,445.70 I
-
I $ 6,097.98 I
-
I $ ss8.83 I
-
I $ 2,454.39 I
-
I $ 1,841.63 I
-
I $ 1,631.17 I
-
I $11,299.18
-
I $ 1,602.15
I s 7,033.93
I $ 6,515.95
I $23,711,61
-
I s 403.00
-
I $ 403.00
-
I $ 403.00
[00L67877.DoC; IO]ASSET PURCHASE AND TMNSFER OF TITLE AGREEMENT Page I
flHHEI,
EXHIBITB
RULE H COST QUOTE
An IDA(5iP Comp.ny IDAHO
1. Llne lmtallatlorVUpgrade Costs
2. Company Bettsnrent / Othor Cr€dib
3. Salvage lrcO - Credit
4, Cuetomer Prcvlded Trcnch
5. Nd Llno lnstallatlon Gort
Termlnal Facllltlec
6. TerminalFactitiee
7. Cuetomer Allorance
8. SalvagoTsm Credlt
9. NotTrmlnd Frclll0ol
10. Unueual Conditong
11. Bank Letter of Cr€dit
(Only br Unueual Gondltlons owr $10,000)
12. Net Constructlon Coets
13. Net Veebd or Rs{Undabls Constuctlon Cosm
(Llmlted to 5 yoars or 4 edditional appllcants)
14. Constructlon Coets Not Availaile ior VesUrg or RelLnd
Othe Ghrgel
15. Vested lntercst Work Order #
'16. BlllablePermlB'17. Prapaid Permits
18. Billable Engineering Charges19. Prepaid Engineerlng Chargee
20. Undeground Service Attachment Cha6e
21. Relocatlon s romoval wlth nent capaclty
22. Reloca0on or rem(ryal wl$r NO reur Capadty
23. Salvage Credit Relocatlon
24.TaxGroos Up
2E Nrt OthrCharyor
26. Total tlYork Oldlr Chatucr
27. ldaho Power Co. Gontrlbullon and OthsrGrodltr
2E. Totrl Custonrrr Peymrnt Dur (Llne 12 + Llnc 2!)
Notcr:
D.Utfs 3ssls I
Crdlt
ITI
r_ lt_l
IT35,6iEI
fs -l
fs-T5i6'lff6'rTl
ls 3splrl
f- I
tTr r_ I
fs ..r" I
-ru
-r It **l
Gurtomcr rlgneturu lr mqulrud on Pegc 2 olthlr dcumcnt
FBI. SYSTEU PROTECTION PAGKAGE
IhsipNumbcr: Vsrsion: WorkOrdcr#:tr06303 002 274192U
{00167877.D0C; IO}ASSET PURCHASE AND TMNSFER 0F TITLE AGREBMENT Page 9
Customrr or Project Namc:
rBI - SYSTEi' PROTECTION PACKAGE
Design Number:
,l106:]03
Work Order #:
27a1925t
Varsion:
002
Total Cuctomor Paymcnt Due Prior to Construction Scheduling
Notics: This Customcr Cost Quotc shall bc bioding on bolh ldaho Power Company ('rldaho Power") and Customer for a period of sixty (50)
days from the date below indicated, subject to changes in information provided by Customer or changes in Idaho Powei's ability to obtain
satisfactory rights-of-way or to company \rith govemmental rcgulations, including but not limited to the rules, rcgulations, and tarifls of thc
Idaho Power Utilities Commission ("IPUC"). Customer must make paymsnt of tte quotcd amount not less than thirty (30) days prior to ttre
start of thc construction work set forth abovc (thc 'Work"), but ldaho Power does not rcprescnt that the Work will coilun€nce within 30
days of receipt of payment. The stfi of the Work is subjcct to ldaho Power's ability to obtain the nscessary labor, materials and equipment.
Prior to coflmencement of the Worlg Customcr shall identifr for Idaho Power the location of all underground pipes, lincs, and other
l'acilities (collectively, the "Underground Lines") that may be Customey's property where ldaho Power is working. Customer agrees to
bc responsible tbr identilicttion and location ofall Undcrground Lines and shall indcmni$ and reimbursc ldaho Power and its succcssors
and their tespective directon, ollicers, members, employees, representatives, and agcnts lbr, liom and against any and all claims,
liabilities, losses, darnages, €xpenscs, suits, actions, proceedings, judgments, and costs ofany kind (collectively, "Damages") whether
actual or merely alleged and whether directly incurred or tiom a tbird party arising out ofor relating to Customct's lbilurc to propcrly
or adequately identity and locatc thc Underground Lines, exccpt to the extcnt tinally dctermined by I court oflaw that such Damages
rcsultcd Aom the gross ncgligsnce or willful misconduct of Idaho Power, its agents, subcontractorq employces, ollic€rs ot directors.
In no event shall Customcr's total cumulativc liability lbr the abovc-stated indernnitication obligations exceed a totBl of$100,000.
Customer acknowledges ldaho Power's Rule C (Service and Limitations), Section 7 (Right of Way) on filo with thc IPUC "The Customer
shall, without cost to the Companl grant the Company a righls of way for the Company's lines and apparatus across and upon the property
owned or controlled by the Customcrr, npcessary or incidental to the supplying of Electric Service and shall pcrmit access thereto by the
Company's employees at all rcasonable hours."
Customer SignaturE
lPCo Representative X Quotation Date X
{00167877.DOC; 10}ASSET PURCHASE AND TMNSFER OF TITLE AGREEMENT Page 10
E)GIIBIT C
BTLLOF SALE
This BILL OF SALE is entered into on 2015 (*Effective Date"), by
and between Idrho Power Company, an Idaho corporation with its principal offices located * l22l W.
Idaho Street, Boise, lD $7AZ ("Idaho Power') and the United States Department of Justice Federal
Burrau of Investigatlon with its principal offices located at 935 Pennsylvania Ave., NW, Washington,
DC 20535 (the "FB["). Idaho Power and the FBI may be referred to herein individually as a "Part5/" or,
collectively, as the "Parties."
Idaho Power has agreed sell to the FBI and the FBI has agreed to purchase from Idaho
Power, for the consideration and upon the terms and conditions set forth in the Asset Purchase
and Transfer of Title Agreement, dated 2015 ("Purrrhase Agreement")
all of the Assets set forth in Exhibit A to the Purchase Agreement.
Pursuant to the requirements of Rule M of Idaho Power's Tariff and ldaho Code $ 6l -328, Idatro
Power has obtained authorization and order from the Idaho Public Utilities Commission ("IPUC')
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 acknowledges receipt of payment for the Assets in the amount of $79,373 and
hereby transfers title to the Assets pursuant to the terms and conditions of the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this BILL OF SALE to be
effective as of the Effective Date.
IDAHO POWER COMPAI{V
Name:
Title:
U.S. I'EPARTMENT OF JUSTICE,
TEDERAL BUREAU OF INVESTIGATION
-'{);r- ':
By:
Name:
Title:
fk^- P ,f$*v'ts
5-tt-,1.,' e -gtgr.
{00767877.DOC; 1O}ASSET PURCHASE AND TMNSFER OF TITLE AGREEMENT Page 11
EXEIBIT D
SI'MMARY BREAI(IX)WN OT PI'RCEASE PRICE
ntufr*noqdffi 'dfflrim
Nct book valuo $20,6E1
Truo up of part levelizcd rato of ntum $11,955
Near-term ratc of rcturn impact rcrultiag firom sale of as.ctr g 1,428
Noar-tcm operatioral impact resultiag from salo of assets t14,776
Total huohm* k-Slc tsx 0&rn
Nct grors-up fortur $24,053
Tod&lfu?rk*Swam
\[ork ordor cloeing costr s 480
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{00L67877J0C; 10}ASSET PURCHASB AND TMNSFBR or TITLB AGRBEMENT ?agetZ