20171206Application.pdf

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LISA D. NORDSTROM
Lead Counsel
[e-mail]
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Enclosures
RECEIVED
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December 6,2017
VIA HAND DELIVERY
Diane M. Hanian, Secretary
Idaho Public Utilities Commission
472West Washington
Boise, ldaho 83702
Re: Case No. IPC-E-17-17
Transfer and Sale of Certain Assets to the City of Meridian - ldaho Power
Company's Application
Dear Ms. Hanian
Enclosed for filing in the above matter please find an original and seven (7) copies
of ldaho Power Company's Application.
Very truly yours,
Lisa D. Nordstrom
An IDACORP Company
PO. Box 70 (83707)
1221 W. ldaho St.
Boise, lD 83702
SA D. NORDSTROM (lSB No. 5733)
ELLI D. STEWART (lSB No. 7459)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
lnordstrom@ idahopower. com
sstewart@ idahopower. com
REC E IVED
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Attorneys for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR AN
ORDER APPROVING THE TRANSFER
AND SALE OF CERTAIN ASSETS TO THE
CITY OF MERIDIAN, IDAHO.
CASE NO. IPC-E-17-17
APPLICATION
ldaho Power Company ("ldaho Power" or "Company"), in accordance with ldaho
Code S 61-328, S 61-524, and Rule of Procedure 052, hereby respectfully makes
application to the ldaho Public Utilities Commission ("Commission") for an order, as soon
as practicablel, approving the sale and transfer of certain assets to the City of Meridian
("City"), located in Ada County, ldaho.
ln support of this Application, ldaho Power represents as follows:
1 The City is in the process of expanding its wastewater treatment facility and, until the asset sale
closes, the City must follow the protocol detailed in Section 5 of the Asset Purchase and Transfer of Title
Agreement to install additional facilities beyond the point of delivery. As such, the City desires an order
from the Commission as soon as practicable to avoid potential interruptions to its expansion.
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APPLICATION - 1
I. INTRODUCTION
1. ldaho Power provides electric service to the City at its wastewater treatment
facility located in ldaho Power's service territory pursuant to ldaho Power's Schedule 19,
Large Power Service ("Schedule 19"). Pursuant to ldaho Power's Rule M, Facilities
Charge Service ("Rule M"), ldaho Power owns and operates transformers and other
facilities beyond the point of delivery ("POD') for the sole purpose of meeting the City's
service requirements. ldaho Power provides this optional service to the City in exchange
for the City's payment of a monthly facilities charge. The assets to be transferred to the
City ("Asset" or "Assets") are more particularly described in Exhibit A to the Asset
Purchase and Transfer of Title Agreement ("Agreement") dated November 8, 2017,
included as Attachment 1.
II. ASSET SALE AGREEMENT
2. The City requested ldaho Power sell the Assets to the City in accordance
with Rule M, Section 3. As described in the Agreement, ldaho Power agrees to transfer
and convey the Assets to the City, and the City agrees to obtain title to and assume
ownership, operation, maintenance, and all liabilities associated with the Assets. Upon
closing the sale, the City will own all facilities installed beyond the POD.
III. RULE M
3. Section 3 of Rule M governs the sale of Company-owned facilities beyond
the POD and states that all sales of facilities must meet the following provisions:
a. No mixed ownership of facilities. A customer purchasing Company-
owned facilities installed beyond the POD must purchase all facilities listed on the
Distribution Facilities lnvestment Report for that location.
b. The customer must provide the operations and maintenance of all
facilities installed beyond the POD after the sale is complete.
APPLICATION - 2
c. The customer must prepay engineering costs for sales
determinations taking greater than 16 estimated hours of preparation. Sales
determinations equalto or less than 16 estimated hours of preparation will be billed to the
customer as part of the sales agreement, or after the engineering is completed in
instances where the sale is not finalized.
4. ln addition, Section 3 of Rule M states, "The factors set forth in ldaho Code
S 61-328(3) will be considered as a guide for the sale of Company-owned facilities
installed beyond the Point of Delivery to the customer served by those facilities. All sales
shall be brought before the Commission, whether as an application or other informal
procedure." The factors set forth in ldaho Code S 61-328(3)-providing this guidance-
are as follows:
a. That the transaction is consistent with the public interest;
b. That the cost of and rates for supplying service will not be increased
by reason of such transaction; and
c. That the applicant for such acquisition or transfer has the bona fide
intent and financial ability to operate and maintain said property in the public service.
This transaction satisfies the above requirements. First, the Asset sale is consistent with
the public interest because the Assets only serve the City and the sale will not affect the
delivery and reliability of electric service to other customers. ln addition, the sale price
methodology ensures the cost of supplying service wi!! not increase and rates will not be
impacted. Finally, as stated in the Agreement, the City acknowledges its bona fide intent
and financial ability to operate and maintain the Assets.
IV. CURRENT FACILITY CHARGE ARRANGEMENT
5. Currently, ldaho Power owns, operates, and maintains distribution facilities
located beyond the POD at the City's wastewater treatment facility. These distribution
APPLICATION - 3
facilities are installed solely to benefit the City and, in exchange for ldaho Power owning,
operating, and maintaining the same, the City pays ldaho Power a monthly facilities
charge. The monthly facilities charge is equal to (a) 1.41 percent of the initial investment
cost of assets that are less than or equal to 31 years old or (b) 0.59 percent of the initial
investment cost of assets that are greater than 31 years old. Those rates are reflected in
ldaho Power's Schedule 66, Miscellaneous Charges, and consist of the following
components:
Facilities Charqe Rate
S 31 years > 31 years
Rate of Return
Book Depreciation
lncome Taxes
Property Taxes
Other Taxes (Regulatory Fees)
Operations and Maintenance
Administrative and General
Working Capital
lnsurance
Annual Total
0.00%
0.00%
0.00%
0.56%
0.14o/o
3.58%
2.28o/o
0.14o/o
0.32o/o
16.89o/o 7.02o/o
Monthly Charge 1.41%0.59%
6. The cost components listed above are the same cost components included
in the Company's base rate revenue requirement for like facilities. Descriptions of each
cost component are as follows:
a. Rate of Return. ldaho Power's cost of financing its original
investment in facilities. The rate of return uses a weighted average of the Company's
cost of debt and cost of equity. The facilities charge rate represents a levelized payment
stream to simplify the rate calculation and the administration of the facilities charge.
b. Book Delteeiation. The
based on a levelized 31-year basis
APPLICATION - 4
straight-line annual depreciation of assets
4.710/o
3.230/o
1.92o/o
0.56%
0.14o/o
3.58%
2.28o/o
0.14o/o
0.32o/o
c. Income Taxes. The tax ldaho Power pays on the amount of revenue
received from the equity portion of the rate of return.
d. Propertv Taxes. The property tax ldaho Power pays associated with
the Company's distribution facilities.
e.Other Taxes (ulatorv Fees).The fees ldaho Power pays to the
Commission and the Public Utility Commission of Oregon. A portion of these fees is
based on the Company's distribution investment, which includes facilities installed beyond
the Company's POD.
f. Operations and Maintenance. ldaho Power's costs to operate and
maintain its distribution facilities. This component represents an average operations and
maintenance rate for all distribution equipment.
g.Administrative and General.An amount based on total
administrative and general expenses as a percentage of total plant investment.
h. Workinq Capital. The carrying cost of inventory. The working capital
is based on the cost of capital to finance the distribution facilities inventory and the
property taxes that the Company pays on its inventory.
i. lnsurance lnsurance premiums resulting from facilities installed
beyond the Company's POD. lnsurance covers property, casualty, and worker's
compensation.
V. SALE PRICE METHODOLOGY
7. ldaho Power has developed a methodology for determining its sale price for
customers electing to purchase Company-owned facilities beyond the POD under Rule
M, Section 3. The methodology ensures ldaho Power's other customers are not
negatively impacted by the transaction.
APPLICATION - 5
8. ldaho Power provided the methodology and resulting sales price to the City,
and answered the City's inquiries prior to execution of the Agreement, and the City does
not contest the same. Idaho Power's methodology consists of the following five
components that collectively establish the sale price of the Assets:
a. Net Book Value. Remaining book value based on a 31-year asset
life. The net book value of the Assets is $353,091.
b True-uo of Past ized Rate of Return. When a customer seeks
to exit a facilities charge arrangement prior to the end of the 31-year period when the
Assets would be fully depreciated, the Company must "true-up" the difference between
the non-levelized revenue requirement included in base rates and the levelized revenue
received to date under the facilities charge arrangement to address the intra-class
subsidy that would exist upon approval of the Agreement.2 Customers will receive the
benefit as a reduction in rate base amounts because ldaho Power will record the true-up
as a credit to Federal Energy Regulatory Commission ('FERC") Account 108,
Accumulated Provision for Depreciation. The true-up of past levelized rate of return
associated with the Assets is $81,280.
c. Near-term Rate of Return lmpact Resultino from the Sale of Assets.
When a facilities charge customer requests and ldaho Power agrees to provide facilities
beyond the POD in exchange for the customer paying a monthly facilities charge, ldaho
2 ln the Company's non-levelized determination of class-specific base rate revenue requirements,
the Company determines the total revenue required for recovery on all distribution facilities-related
investments (including those investments beyond the POD), as well as the associated operating,
maintenance, and administrative expenses. This determination is made for each class of customers, and
the Company's revenues from providing facilities charge services are directly assigned as a revenue credit,
or reduction, to the revenue requirement of the associated class of customers. As a result, any differences
between the non-levelized revenue requirement and the levelized revenue requirement associated with the
rate of return exist as intra-class subsidies between customers paying facilities charges and customers not
paying facilities charges within each customer class. The true-up of past levelized rate of return is intended
to address these intra-class subsidies.
APPLICATION - 6
Power invests its capital in assets serving only that one customer; the Company could
have chosen instead to invest its capital in other utility infrastructure, seeking to include
that investment in rate base to earn a return at its authorized rate of retuin over the life of
the assets. When a customer buys an asset that is subject to the facilities charge, the
return the Company would have earned through the facilities charge is forgone and the
Company has limited opportunity to reinvest those funds in other assets and will not earn
its authorized rate of return until such reinvestment is recognized in a future genera! rate
case. This component of the sale price partially mitigates the financial impact to the
Company and represents the net present value of three years of the forgone revenue
associated with the levelized rate of return element of the facilities charge. The Company
believes three years is a conservative proxy to use as the amount of time that may pass
between general rate case filings. The near-term rate of return impact resulting from the
sale of the Assets is $63,903.
d. Near-term Operational lmpact Resultino from the Sale of Assets.
During a general rate case, the revenue requirement for the Schedule 19 customer class
includes a revenue credit, or reduction, equal to the amount of facilities charge revenue
expected to be collected from Schedule 19 customers. Because the Company will not
have an opportunity to recalculate the revenue requirement and reset rates until the next
general rate case, it calculates a near-term operational impact resulting from the sale.
This component partially mitigates the financial impact to the Company and represents
the net present value of three years of the forgone facilities charge revenue associated
with costs related to the regulatory fees, operations and maintenance, administrative and
general, and working capital that are incurred to service and maintain the Company's
distribution facilities. The near-term operational impact resulting from the sale of the
Assets is $83,783.
APPLICATION - 7
e. Net Tax Gross-up. For income tax filing purposes, assets are
depreciated at an accelerated rate compared to the straight-line depreciation method
used for financial reporting purposes. The accelerated tax depreciation results in the
taxable value of the Assets being lower than the net book value of the Assets, which
results in a taxable gain on the sale of the Assets. The net income taxes associated with
the gain, after removing the deferred tax adjustment, are grossed up to cover all income
taxes that ldaho Power would pay on this transaction. The net tax gross-up resulting from
the sale of the Assets is $161 ,432.
9. The total sale price of the Assets is $743,489. ldaho Power will also collect
$480 in estimated work order closing costs, representing labor costs to update the
Company's asset records and facilities maps, for a total amount of $743,969. As set forth
in Section 3 of the Agreement, the sale price is subject to change if ldaho Power replaces
any of the Assets before closing the transaction. The sale price may also change
depending on the actual closing date; a change in price would be based on the Asset sale
closing after the beginning of a new calendar year. The price change would reflect the
reduction in net book value of the Assets due to an additional year of depreciation, the
impact of an additional year on the true-up of the past levelized rate of return, and
associated impacts on the net tax gross-up.
10. The Agreement also contains provisions requiring the City to compensate
the Company $17,724for costs associated with a sectionalizer located at the wastewater
treatment facility ("Sectionalizer") that ldaho Power wi!! reprogram to become the
wastewater facility's POD. The Sectionalizer is not being sold to the City; instead, ldaho
Power will continue to own, operate, and maintain the Sectionalizer. Pursuant to Rule M,
the Sectionalizer was originally installed for the sole benefit of the City and the City has
since paid a monthly facilities charge to ldaho Power based on a percentage of Idaho
APPLICATION .8
Power's initial investment. However, because the City wil! no longer pay a monthly
facilities charge upon closing of the sale, ldaho Power must recover from the City the
book value of the Sectionalizer, as well as the true-up of the past levelized rate of return
(as more fully described above), to ensure other customers are not impacted by the
transaction. Because Idaho Power will continue to own, operate, and maintain the
Sectionalizer after the sale is complete, the amounts related to the Sectionalizer ate
presented separately from the Assets that will be owned, operated, and maintained by
the City after the Asset sale closes. The accounting treatment related to the Sectionalizer
is further detailed below.
VI. ACCOUNTING TREATMENT
11. ldaho Power will record this transaction in accordance with generally
accepted accounting principles using the accounting treatment below. Account numbers
and descriptions are from FERC's Uniform System of Accounts:
a. Removing the Oriqinal Cost of the Assets from ldaho Power's
Accounting Records. ldaho Power will remove the assets from its accou nting records as
follows:
o Debit 108 - Accumulated Provision for Depreciation $ 461,240
. Credit 101 - Electric Plant in Service $ 461,240
b. Recordinq the Gain on the Sale. ldaho Power will record the gain on
the sale of the Assets as follows:
Debit 131 - Cash $ 743,969
$ 309,598Credit 421 - Miscellaneous Non-Operating lncome
(Nearterm rate of return impact of $63,903, near-term
operational impact of $83,783, net gross-up for tax of
$161,432, plus work order closing costs of $480.)
Credit 108 -Accumulated Provision for Depreciation $ 434,371
(Remaining net book value of $353,091 plus true-up of
past levelized rate of return of $81,280.)
a
o
APPLICATION - 9
c. Recording the lmpact of the Asset Sale on ldaho Power's lncome
Taxes. ldaho Power will record the impact of the Asset sale on ldaho Power's income
taxes as follows:
Debit 409 - lncome Taxes $ 161,432
o Credit 236 - Taxes Accrued $ 161,432
Debit 282 - Accumulated Deferred lncome Taxes $ 28,074
Credit 410 - Provision for Deferred lncome Taxes $ 28,074
d. Recordinq the Sectionalizer Payment. ldaho Power will record the
recovery of its investment in the Sectionalizer as follows:
Debit 131 - Cash $ 17,724
Credit 108 - Accumulated Provision for Depreciation $ 14,658
(Remaining net book value of $9,882 plus true-up of past
levelized rate of return of $4,776.)
Credit 421 - Miscellaneous Non-Operating lncome $ 3,066
(Net gross-up for tax of $3,066.)
e. Recordino the lmpact of the Sectionalizer Pavment on ldaho Power's
lncome Taxes. ldaho Power will record the impact of the Sectionalizer payment on ldaho
Power's income taxes as follows:
Debit 409 - lncome Taxes $ 3,066
Credit 236 - Taxes Accrued $ 3,066
12. The values used for ldaho Power's income tax journal entries are subject to
change depending on federal statutes in effect at the time of the sale, and the actual
impact to income taxes.
VII. MODIFIED PROCEDURE
13. ldaho Power does not believe a hearing is necessary for the Commission's
consideration of this Application and respectfully requests processing under Modified
o
a
APPLICATION - 1O
Procedure (i.e., by written submissions rather than hearing). RP 201 et seg. If, however,
the Commission determines a technical hearing is required, ldaho Power will present
testimony in support of the Application.
VIII. COMMUNICATIONS
14. Communications and service of pleadings with reference to this Application
should be sent to the following
Lisa D. Nordstrom
Shelli D. Stewart
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
I n ord strom @ id a hopowe r. com
sstewart@ idahopower. com
dockets@idahopower. com
Mark Annis
ldaho Power Company
1221 West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
[e-mail]
IX. REQUEST FOR RELIEF
15. As described in greater detail above, ldaho Power respectfully requests the
Commission issue an order approving the sale and transfer of the Assets to the City as
soon as practicable to allow the City to continue expansion of its wastewater treatment
facilities without interruption.
DATED at Boise, ldaho, this 6th day of December 2017.
LISA D. NORD M
Attorney for ldaho Power Company
APPLICATION - 11
-<"* f,'tal-*
VERIFICATION
STATE OF IDAHO
County of Ada
LISA D. NORDSTROM, being duly sworn, deposes and states that she is an
attorney for ldaho Power Company, that she has read the foregoing Application and
knows the contents thereof, and that the same are true to the best of her knowledge and
belief.
LISA D. NORDS M
SUBSCRIBED AND SWORN TO before me, a notary public of the state of ldaho,
this 6th day of December 2017.
t
Public for ldaho
Residing at: Boise, ldaho
My commission expires : 0210412021
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ss.
APPLICATION - 12
t
BEFORE THE
IDAHO PUBLIC UTILITIES COMMISSION
GASE NO. IPC-E-17-17
IDAHO POWER GOMPANY
ATTACHMENT 1
ASSET PURCHASE
AND TRANSFER OF TITLE AGREEMENT
This ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT ("Agreement")
is entered into to be effective as of the 8th day of November,2017 ("Effective Date"), by and
between IDAHO POWER COMPANY, an Idaho corporation ("Idaho Power"), and the CITY OF
MERIDIAN, a municipality located in Ada Counfy, Idaho (the "City"). Idaho Power and the City
may be referred to herein individually as a "Party" or, collectively, as the "Parties."
Rncrrars
A. Idaho Power is an investor-owned electric utility engaged in the generation,
transmission, and distribution of electricity to its customers in southern Idaho and eastem Oregon;
B. The City is an Idaho Power customer with a Wastewater Division that operates and
maintains a centralized Wastewater Treatment Facility located at 3401 North Ten Mile Road,
Meridian, lD 83642 ("Wastewater Facility");
C. Idaho Power curently owns, operates and maintains facilities beyond the Point of
Delivery at the City's Wastewater Facility that are installed to solely benefit the Wastewater
Facility (as more particularly described in this Agreement, the "Assets").
D. Idaho Power desires to transfer and convey the Assets to the City, and the City
desires to obtain title to and assume ownership, maintenance, operation and all liabilities associated
with the Assets pursuant and subject to the terms and conditions of this Agreement.
E. Pursuant to Rule M(Facilities Charge Service) of Idaho Power's Tariff ("Rule M"),
Idaho Code $ 6l-328, and Oregon Revised Statute $ 757.480, Idaho Power is required to obtain
authorization and order from the Idaho Public Utilities Commission ("IPUC") and the Public
Utility Commission of Oregon ("OPUC") approving Idaho Power's sale of the Assets to the City
(the "Sale"). The transfer of the Assets contemplated by this Agreement is contingent on Idaho
Power receiving approval of the Sale and accounting treatment of the Sale from the IPUC and the
OPUC (eollectively, "PUCs"), without any changes or conditions to Idaho Power's request and
subject to the terms and conditions set forth in this Agreement.
AcRenlrnNr
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set forth
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Idaho Power and The City agree as follows:
l) Recitals. The above-stated Recitals are incorporated by this reference and made a
part of this Agreement.
2) Assets. The Assets to be transferred to the City pursuant to this Agreement (and
upon approval of the PUCs) are set forth in Exhibit A attached hereto and made part of this
Agreement.
{0021 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page I oflT
3) Purchase Price. The City shall pay to Idaho Power the amount of $761,693 for
the Assets and sectionalizer modifications necessary to complete the purchase ("Purchase Price").
A summary breakdown of the Purchase Price is attached hereto as Exhibit B and made part of this
Agreement. As demonstrated by Exhibit B, included in the Purchase Price are costs associated
with a sectionalizer located at the Wastewater Facility ("Sectionalizer") that Idaho Power will
reprogram to become the Wastewater Facility's Point of Delivery. The Sectionalizer is not being
sold to the City; instead, Idaho Power will continue to own, operate and maintain the Sectionalizer.
Upon Closing the Sale (defined in Section 6 of this Agreement), Idaho Power will make the
necessary modifications to the Sectionalizer and cease collection of the facilities charge and any
other charges associated with the Sectionalizer.l
The City acknowledges and confirms that: (a) the City has reviewed and fully understands
the components of the Purchase Price; (b) the City does not contest such amount; and, (c) the
Purchase Price is agreed upon between the Parties as of the Effective Date hereof.
The City understands and acknowledges the Purchase Price is subject to change if Idaho
Power is required to replace any of the Assets during such time as the Parties are awaiting approval
from the PUCs. Unless the City requests otherwise, pursuant to Rule M of Idaho Power's Tariff,
ldaho Power is required to replace failed equipment owned by Idaho Power installed beyond the
Point of Delivery. As such, until Closing (defined in Section 6 of this Agreement) occurs, Idaho
Power must replace any failed Assets and the price of the substitute equipment will be reflected in
the Purchase Price pursuant to the same methodology used to calculate the current Purchase Price.
4\ Obligations and Conditions Precedent to Closing; Certain Covenants. The
obligations and conditions listed below must be satisfied or waived in writing before the Parties
are required to affect the transfer and sale of the Assets as contemplated by this Agreement (such
event, "Closing").
a. IPUC and OPUC Approval. Within 30 days following execution of this
Agreement, Idaho Power shall file an application for approval of the Sale and
accounting treatment of the Sale with the PUCs, the contents of which shall be in
Idaho Power's discretion so long as not inconsistent with the material terms of this
Agreement. Upon receipt of a final, non-appealable order from the PUCs
pertaining to the Sale, Idaho Power shall provide the City with a copy of the same
and:
i. If the PUCs approve the Sale and accounting treatment of the Sale
consistent in allmaterialrespects with the respective applications submitted
to the PUCs by ldaho Power, the Parties shall proceed with the Sale of the
Assets pursuant to the terms and conditions of this Agreement.
1 The costs associated with the Sectionalizer are not for the modiflcation or reprogramming necessitaled by the Sectionalizer
becoming the City's Point of Delivery; instead, the costs associated with the Sectionalizer are based on ldaho Power recovering its
initial investment cost for the Sectionalizer. Pursuant to Rule M, the Sectionalizer was originally installed for the sole benefit of the
City, and the City has since paid a monthly facilities charge to ldaho Power based on a percentage of ldaho Power's initial investment
cost. Because the City will no longer pay a monthly facilities charge, ldaho Power must recover the initial investment cost of the
Sectionalizer through a lump sum payment from the City.
{002 I 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page 2 of 17
ii. If the IPUC approves the Sale and accounting treatment of the Sale
subject to additional terms and conditions beyond those set forth in the
application submitted to the IPUC by Idaho Power (as permitted by Idaho
Code $ 61-328), the Parties may either: i) mutually agree to incorporate the
additional terms and conditions into this Agreement and proceed with the
Sale;2 or ii) not mutually agree to incorporate the additional terms and
conditions into this Agreement, in which case either Party shall have the
right to terminate this Agreement by notice to the other Party, and upon such
termination this Agreement shall be null and void and of no fuither effect
and neither Party shall have any further obligations under this Agreement.
iii. If the IPUC and/or the OPUC deny, or refuse to consider or approve,
the Sale or the accounting treatment of the Sale consistent in all material
respects with the application submitted by Idaho Power, either Party shall
have the right to terminate this Agreement by notice to the other Party, and
upon such termination the terms of this Agreement shall be null and void
and of no further effect and neither Party shall have any further obligations
under this Agreement.
The City agrees to support Idaho Power's applications to the PUCs for
approval ofthe Sale.
b. Lien Release. The Assets are subject to a lien created by a Mortgage and
Deed of Trust, dated October l, 1937, between Idaho Power and Deutsche Bank
Trust Company Americas (the "Mortgage"). Following receipt of a signed
resolution adopted by Idaho Power's Board of Directors, Idaho Power shall file a
customary lien release application with the Mortgage trustee, requesting release of
the Assets from the lien of the Mortgage in accordance with the terms of the
Mortgage. Release of the lien by the Mortgage trustee, or the City's waiver of the
release of the lien of the Mortgage, shall be a condition precedent to the Closing
and to the obligations of the Parties to consummate the Sale as contemplated by
this Agreement. In the event no such release or waiver shall have timely occurred
within 60 days of Idaho Power filing an application for release, either Party shall
have the right to terminate this Agreement by notice to the other Party and, upon
such termination, the terms of this Agreement shall be null and void and of no
further effect, and neither Party shall have any further obligations under this
Agreement.
5) Installation of Additional Facilities. Rule M of Idaho Power's Tariff does not
allow mixed ownership of facilities beyond the Point of Delivery. As such, the Cify understands
and acknowledges that if the City desires installation of additional facilities beyond the Point of
Delivery prior to Closing ("Additional Facilities"), the City has the following options:
: lfthe IPUC conditions its approval ofthe Sale on the inclusion ofadditional terms, and the Parties mutually agree to incorporate
the same into this Agreement, ldaho Power will resubmit a revised application to the OPUC detailing the additional tenns required
by the IPUC.
{002 I 8830.DOCX; 5 ) City of Meridian - Asset Purchase and Transfer of Title Agreement Page 3 of l7
a. Idaho Power purchases, installs and maintains the Additional Facilities. The
Parties amend this Agreement with an updated Purchase Price to include the
Additional Facilities, and Idaho Power updates its application and/or re-applies for
approval of the Sale to the PUCs to include the Additional Facilities at the updated
Purchase Price. Upon receipt of the PUCs'decisions, the above Sections 4(a)(i),
(ii) or (iii) would determine the next steps of the Parties; OR,
b. The City purchases, installs and maintains the Additional Facilities. The
City shall obtain written approval from Idaho Power prior to purchasing and
installing Additional Facilities in order that ldaho Power can verify compatibility
with its electrical system. In the event the IPUC and/or the OPUC fail to approve
the Sale (as discussed in the above Sections a(a)(ii) and (iii)), the City agrees to sell
the Additional Facilities to Idaho Power at the original purchase price as soon as
practicable following receipt of the PUCs' decisions. The Additional Facilities will
then be added to the City's facilities charge pursuant to Rule M. If the City fails to
obtain written approval prior to installing Additional Facilities, and those
Additional Facilities are not standard to Idaho Power's system, Idaho Power will
not purchase the facilities from the City. Instead, Idaho Power will remove and
replace the Additional Facilities, at the City's expense, with those standard to its
system and the City will be required to pay for the replacement facilities through
its Rule M facilities charge.
6) Closing. The Parties agree that Closing shall occur as promptly as reasonably
practicable following satisfaction of all conditions precedent set forth in Section 4 of this
Agreement. At Closing: (a) Idaho Power shall receive from the City an automatic transfer of funds
for the full Purchase Price (as specified in Section 3 above), ; (b) Idaho Power shall provide the
City any keys, or other items in Idaho Power's possession, received by Idaho Power as part of the
original purchase and necessary for access of, and specific to, the Assets; (c) Idaho Power shall
provide the City with maps of the location of the Assets, and any other operational manuals in
Idaho Power's possession, received as part of the original purchase of the Assets; (d) Idaho Power
shall provide the City with an operational overview of the padmount switch being sold to the City
as part of the Assets; and, (e) the Parties shall execute a bill of sale in the form of Exhibit C hereto.
On or after Closing, Idaho Power shall cease collection of all distribution facilities investment
("DFI") rate charges and any other charges for the Assets. The City acknowledges and agrees
Idaho Power is providing an operational overview of the padmount switch at Closing as a courtesy
pursuant to the City's request; the City shall not rely on Idaho Power's operational overview for
purposes of understanding the necessary operation, maintenance or repairs associated with the
padmount switch, and the City understands and agrees the overview of the padmount switch is
subject to Sections 12 and l3 of this Agreement. Upon Closing, this Agreement will eliminate the
Assets subject to DFI charges and will release Idaho Power's responsibility for the care, custody
and control of the Assets.
7) Transfer of Assets. Idaho Power shall grant, bargain, sell, assign, transfer, convey,
and deliver to the City, its successors and assigns, all of Idaho Power's right, title and interest of
every kind and character whatsoever in and to the Assets, effective as of Closing.
{00218830.DOCX; 5} Cityof Meridian - AssetPurchaseandTransferof TitleAgreement Page4oflT
8) Operation and Maintenance. The City understands and acknowledges that
pursuant to the requirements of Rule M of Idaho Power's Tariff and Idaho Code $ 6l-328, the City
has the bona fide intent and financial ability to operate and maintain the Assets, and the City shall
be fully responsible for such operation and maintenance of the Assets, and all liabilities associated
therewith, after Closing.
9) Title to Assets. Idaho Power, for itself and its successors, hereby represents to the
City and its successors and assigns that as of the Effective Date hereof: a) Idaho Power has good,
valid and marketable title to the Assets; b) the Assets are free and clear of all liens, encumbrances,
claims, mortgages, security interests, pledges, charges, liabilities and other restrictions of any kind
or nature whatsoever (contingent or otherwise), other than those of or created by the City, and
other than the lien created by the Mortgage; c) the lien of the Mortgage on the Assets will not apply
from and after the Closing; and d) Idaho Power has all necessary corporate power and authority to
sell the Assets to the City (assurning approvalof the Sale from the IPUC pursuant to Idaho Code
$ 6l-328 and the OPUC pursuant to Oregon Revised Statute $ 757.480).
l0) Necessary Documents. ldaho Power covenants and agrees with the City, its
successors and assigns, to do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, any acts, instruments, papers and documents as may be reasonably
necessary to carry out and effectuate the intent and purpose of this Agreement.
I l) Authority to Transfer. Idaho Power warrants and represents to the City that Idaho
Power is duly and validly authorized and empowered to make, execute, and deliver this Agreement
and to enter into the covenants, promises, and undertakings of ldaho Power in this Agreement, in
accordance with the terms and subject to the conditions set forth in this Agreement. The City
warrants and represents to Idaho Power that the City is duly and validly authorized and empowered
to make, execute, and deliver this Agreement and to enter into the covenants, promises, and
undertakings of the City in this Agreement, in accordance with the terms and subject to the
conditions set forth in this Agreement.
12) Unwarranted "As Is" Condition. The Parties agree that to the extent required by
any applicable law, the disclaimers of warranties contained in this paragraph are "conspicuous"
disclaimers for the purposes of any applicable law, rule, or order. The City waives any claims,
demands, and rights of action against Idaho Power, its officers, directors, employees and parent
company arising from or relating to the Assets or the Sale other than the rights of the City under
this Agreement, including the right to enforce this Agreement. THE CITY ACKNOWLEDGES
AND AGREES THAT IT HAS HAD THE OPPORTLINITY TO CAREFULLY EXAMINE AND
INSPECT THE ASSETS, AND/OR THAT IT HAS CAREFULLY EXAMINED AND
INSPECTED THE ASSETS, AND ACCEPTS THE ASSETS IN THEIR "AS IS" AND..WHERE IS'' CONDITION AND "WITH ALL FAULTS," AND WITHOUT
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF WHICH IDAHO
POWER HEREBY DISCLAIMS AND NEGATES) AS TO FITNESS FOR ANY PARTICULAR
PURPOSE, CONFORMITY TO MODELS OR SAMPLES OR MATERIALS,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION, COMPLIANCE
WITH SPECIFICATION, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH
{002 I 8830.DOCX; 5 } Ci$ of Meridian - Asset Purchase and Transfer of Title Agreement Page 5 of 17
LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING
TO HEALTH, SAFETY, AND THE ENVIRONMENT), TO THE EXTENT APPLICABLE AND
PERMITTED BY LAW.
l3) Release and Indemnification. Effective as of Closing, the City releases Idaho
Power and its employees, officers, directors, representatives, and agents and/or its affiliates from,
for, and against any and all claims, actions, damages, losses, penalties, and expenses, including
reasonable attorneys' fees and disbursements, of any kind or nature whatsoever arising out of Idaho
Power's acts or omissions or the acts or omissions of the City or any third party related to the
transfer of the Assets hereunder.
To the extent permitted by applicable law, the City shall indemnify, defend,
reimburse and hold harmless Idaho Power and its successors, and their respective directors,
officers, employees, representatives, and agents (collectively, the "Indemnitees"), from, for, and
against any and all allegations, suits, claims, demands, actions, proceedings, judgments, penalties,
liabilities, damages, injuries, losses, costs, or expenses of any kind or nature whatsoever
(collectively, "Damages") by any person, including without limitation attomeys' fees and related
costs, and liability of death, personal injury or property damages, strict liability, or liabilities or
obligations under any applicable federal or state law, including, without limitation, all
environmental laws, arising on or after the Closing directly or indirectly, in whole or in part, out
of the City's acquisition and use of the Assets.
14) Hazardous Materials and Indemnification. The City acknowledges that the
Assets, including electronic equipment and components, may contain hazardous materials. These
materials may include, but are not limited to, PCBs, lead in solder, batteries, and CRT glass, silver
in some batteries and connections, and mercury in some batteries and mercury switches. Disposal
of these components and electronic waste in general, may be regulated. The City is responsible
for compliance with all applicable environmental laws, rules, and regulations associated with those
and all other hazardous materials contained in or used in connection with the Assets from and after
the Closing.
The City shall indemnify, defend, reimburse and hold harmless the Indemnitees
from, for, and against any and all Damages that any or all of the Indemnitees may hereafter suffer,
incur, be responsible for, or pay out for liabilities or obligations under any law, ordinance, or
regulation relating directly or indirectly to those and all other hazardous materials contained in or
used in connection with the Assets, arising directly or indirectly, in whole or in part, out of the
City's acquisition and use of the Assets on and after the Closing.
15) Assignment. This Agreement shall only be assigned with the prior written consent
of the Parties. Any purported assignment without such prior written consent shall be null and void.
16) Miscellaneous. To the extent that anyprovision of this instrument is held to be
invalid, illegal, or unenforceable, it shall be deemed to be modified to the minimum extent
necessary to be valid and enforceable. If it cannot be so modified, it will be deleted and the deletion
will not affect the validity or enforceability of any other provision unless, as a result the rights of
either Party are materially diminished or the obligations and burdens of either Party are materially
{00218830.DOCX; 5} City of Meridian Asset Purchase and Transfer of Title Agreement Page 6 of l7
increased to be unjust or inequitable. Any inconsistency between the tenns of this Agreement and
any other Agreement to which Idaho Power and The City are a party on the Effective Date, as to
the matters set forth in this Agreement, shall be resolved in favor of the terms of this Agreement,
the terms of which shall govem. This Agreement and the covenants, agreements, undertakings,
warranties and representations contained herein shall inure to the benefit of the successors and
assigns of Idaho Power and the City.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire Agreement between the Parties and supersedes
any prior understandings, Agreements, or representations by or between the Parties, written or
oral, in any way related to the subject matter of this Agreement. This Agreement may not be
amended except by written Agreement executed by the parties to be charged with the amendment.
fSignatures to follow]
{0021 8830.DOCX; 5 } City of Meridian -" Asset Purchase and Transfer of Title Agreement Page 7 of 17
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effeotive
as of the Effective Date.
IDAHO POWER COMPANY
Signature:
Printed Name:fl"tu* t. /-//,#
-{ L rn^,"a|,,^, CVt{./ 4-X,n,uTitle:
CITY OF MERIDIAN
Signature:
Printed Name:y /.e WeO rL(
Title:ffc Yorr
{00218830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page 8 of l7
EXHIBIT A
ASSETS
Description Year Original Investment
Pole - Primary less than 50 Ft.1997 $ 1,284.05
Pole - Primary less than 50 Ft.2005 s l,61 1.98
Pole - Primary less than 50 Ft.2005 $ l,61 1.98
Pole - Primary less than 50 Ft.2005 $ 1,61 r .98
Pole - Primary less than 50 Ft.1979 $ 237 .93
Pole - Primary less than 50 Ft.1979 $ 23',t.93
Pole - Primary less than 50 Ft.1979 $ 1,604.38
Pole - Primary less than 50 Ft.2005 s 2,465.s3
Pole - Primary less than 50 Ft.1999 $ 2,465.53
Pole - Primary less than 50 Ft.1979 $ 23',1 .93
Pole - Prirnary less than 50 Ft.1999 $ 2,862.81
Pole - Primary less than 50 Ft.1999 $ 2,862.8r
Pole - Primary 50 Ft. or greater 2007 $ 3,685.90
Pole - Primary 50 Ft. or greater 2001 $ 3,685.90
Pole - Primary 50 Ft. or greater 2008 $ 3,68s.89
Pole - Primary 50 Ft. or greater 2008 $ 3,685.89
Pole - Primary less than 50 Ft.2008 $ 2,661.29
Pole - Primary less than 50 Ft 2010 $ 2,194.85
Pole - Primary less than 50 Ft.2012 $ 3,539.82
Pole - Primary less than 50 Ft.2012 $ 3,539.82
Pole - Primary less than 50 Ft.2012 $ 3,539.80
Pole - Primary less than 50 Ft.2012 $ 3,539.82
Polc - Primary lcss than 50 Ft.20't2 $ 3,539.82
Pole - Primary less than 50 Ft.2012 $ 3,539.82
Pole - Primary less than 50 Ft.2012 $ 1,790.66
OH Primary Conductor 4/0 or smaller.1999 $ 635.1 I
OH Primary Conductor 4/0 or smaller.1999 $ 97.91
OH Primary Conductor 4/0 or smaller.1997 $ 1,568.18
{002 I 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page 9 of 17
EXHIBIT A
ASSETS
Description Year Original Investment
OH Primary Conductor 4/0 or smaller 1999 $ 27s.94
OH Primary Conductor 4i0 or smaller 1999 $ 206.9s
OH Primary Conductor 4/0 or smaller 1999 $ 146.00
OH Primary Conductor 4/0 or smaller 1999 $ 696.05
OtI Primary Conductor 4/0 or smaller I 998 $ 783.45
OH Primary Conductor 4/0 or smaller l 998 s 163.05
OH Primary Conductor 4/0 or smaller I 998 s 163.05
OH Primary Conductor 4/0 or smaller r 998 $ 34.96
OH Primary Conductor 4/0 or smaller 1997 $ 1,043.79
OH Primary Conductor 4/0 or smaller I 998 $ 34.96
OH Prirnary Conductor 4/0 or smaller r 998 $ 80.34
OH Prirnary Conductor 4/0 or smaller I 998 $ 317.3s
OH Primary Conductor 4/0 or smaller 2008 $ 90.ss
OH Prirnary Conductor 4/0 or srnaller 2008 s 416.5r
OH Primary Conductor 4/0 or smaller 2008 $ 416.51
OH Primary Conductor 4/0 or smaller 2008 $ l10.47
OH Primary Conductor 4/0 or smaller 2008 $ 458.1 5
OH Primary Conductor 4/0 or smaller 2012 s 74.65
OH Primary Conductor 4/0 or smaller 2012 $ 191.17
OH Primary Conductor 4/0 or smaller 2012 $ 83.7r
OH Primary Conductor 4i0 or smaller 2012 $ 7s.79
OH Primary Conductor 4/0 or smaller,2012 $ 50.90
Switch - Polc Top.2005 $ 5,824.02
Pad - Equipment.2005 $ 287.80
Pad - Equipment.1999 $ 2,105.00
Pad - Equipment.2005 $ 1,435.77
Pad - Equiprnent.2005 $ 1,435.77
Pad - Equipment.2010 $ r,238.99
{002 I 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page l0 of 17
EXHIBIT A
ASSETS
Description Year Original Investment
Pad - Equipment.2012 $ r.317.s4
Pad - Equipment.2013 $ 1,650.03
Pad - Equipment.2013 $ 1,650.02
Pad - Equipment.2015 $ 1,408.87
Pad - Equipment.2015 $ 1,408.87
Pad-Secter3Phase 2013 $ I,560.60
Vault - Manhole 2012 $ 2,023.36
Vault - Manhole 2012 $ 2,s4s.97
Vault - Manhole 2005 $ 2,91s.04
Vault - Manhole 2005 $ 2,915.04
Vault - Manhole.201 5 $ 3,821.65
2015 s 2.279.78
Vault - Manhole.2015 $ 3,821 .65
2015 $ 2,279.77
Handhole (Secondary Box).2012 $ 360.93
Conduit Direct Buried.2015 s 128.90
Conduit Direct Buried 2015 $ 837.84
Conduit Direct Buried 20t5 s 412.48
Conduit Direct Buried 2015 s 1,224.s4
Conduit Direct Buried 2015 s 2,900.22
Pad-Secter3Phase.201 5 $ 2.470.s0
Pad - Equipment.201 s $ 2,516.4r
Conduit Direct Buricd.2015 $ l,240.09
Conduit Direct Buried.2015 $ 87.95
Conduit Direct Buried.2016 $ 498.21
UG Primary Cable - l5kV 2005 s 148.28
UG Primary Cable - l5kV 2005 $ 23 r.68
UG Primary Cable - l5kV 2005 s 454.76
{0021 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page ll oflT
Vault - Manhole.
Vault - Manhole.
EXHIBIT A
ASSETS
Description Year Original Investment
UG Primary Cable - l5kV 2005 s 22',t.38
UG Primary Cable - 15kV 2005 $ 357.31
UG Primary Cable - l5kV 2005 $ 43.32
UG Primary Cable - l5kV 20r0 $ 2,072.06
2012 $ 792.r8
2013 $ 2,984.25
UG Primary Cable - l5kV 2013 $ 3,945.8s
UG Primary Cable - l5kV 2013 $ 497.38
UG Primary Cable - l5kV.2013 $ 961.s9
UG Primary Cable - l5kV.2015 $ 9s6.18
UG Prirnary Cable - l5kV.20r5 s 2.061.76
UG Primary Cable - l5kV 2015 $ r,135.46
UC Primary Cable - l5kV.20t5 s 3,496.03
UG Primary Cable - l5kV.20r5 $ 489.7',7
2015 $ 1,265.23
20r6 $ 4,755.95
Secter 3 Phase.201 5 $ 2,957.64
Secter 3 Phase.2015 $ 1,569.95
Secter 3 Phase.2013 $ 1,822.74
UG Secondary 2012 $ 637.20
Switch - Padmount.2005 $ 25,986.42
Transformer - OH I PH (0-15) kVA.2005 $ 748.4',7
Transformer - OH I PH (0- I 5) kVA.2005 $ 748.47
Transformer - OH IPH (0-15) kVA.2005 $ 748.47
Transformer - OH IPH (0-15) kVA.2012 $ 2,00t.53
Transformer - OH IPH (0-15) kVA.2012 $ 2,001.53
Transformer - OH IPH (0-15) kVA.2012 $ 2,001 .54
Transformer - Padmount 3PH (112-166) kVA.2013 $ 19.372.98
{0021 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page 12 of 17
UG Primary Cable - l5kV.
UG Primary Cable - l5kV.
UG Primary Cable - l5kV.
UC Primary Cable - l5kV.
EXHIBIT A
ASSETS
Description Year Original Investment
Transformer - Padmount 3PH (16'l-499) kVA.2013 $ 29,312.05
Transformer - OH IPH (1649) kVA.2005 $ l,008. r 8
Transformer - Padmount I PH ( l6-49) kVA 2005 $ r.977.03
Transformer - Padmount 3PH (167-499) kVA 2005 $ 9,288.14
Transformer - Padmount 3PI{ (1500-2499) kVA.2005 $ 16,344.41
Transformer - Padmount 3PH 2500 kVA and larger 2005 $ 35,567.78
Transformer - Padmount 3PH (500-1499) kVA.2007 $ 12,428.77
Transformer - Padmount 3PH (500-1499) kVA.2010 $ 26562.90
Transformer - Padmount 3PH (1500-2499) kVA.2012 $ 45,987.07
Transformer - Padmount 3PH (16-l I l) kVA 2015 $ 12,629.93
Transformer - Padmount 3PH (l l2-166) kVA.2015 $ 13.412.63
Transformcr - Padmount 3PH (l l2-166) kVA 20t5 $ 22.733.10
Transformer - OH IPH (50-74) kVA.2017 $ 2,766.47
Switch - Fused Cut-Out.2000 $ 10r.78
Switch - Fused Cut-Out.2000 $ 101.78
Switch - Fused Cut-Out.2000 $ 101.78
Switch - Fused Cut-Out.2000 $ 101.78
Switch - Fused Cut-Out.2000 $ 101.78
Switch - Fused Cut-Out.2000 $ 101.78
Switch - Fused Cut-Out.2000 $ r01.78
2000 $ 101.78
Switch - Fused Cut-Out 2000 $ r 01.78
Switch - Solid Blade Cut-Out.2013 $ 303.68
Switch - Solid Blade Cut-Out 2013 $ 303.67
Switch - Solid Blade Cut-Out 2013 $ 303.67
Switch - Fused Cut-Out.2005 $ 162.21
Switch - Solid Blade Cut-Out.200s $ 1s7.45
Switch - Solid Blade Cut-Out.200s $ 157.46
{002 I 8830.DOCX; 5 } City of Meridian Asset Purchase and Transfer of Title Agreement Page 13 oflT
Switch - Fused Cut-Out.
EXHIBIT A
ASSETS
Description Original Investment
Switch - Solid Blade Cut-Out.2005 $ 1s7.46
Switch - Solid Blade Cut-Out.2005 $ 1s7.46
Switch - Solid Blade Cut-out.2005 $ 157.46
Switch - Solid Blade Cut-Out.2005 $ 1s7.46
2005 $ 328.r9
Switch - Power Fusc 2005 $ 328.r9
Switch - Power Fuse 2005 $ 328.19
2008 $ 324.35
2008 $ 324.35
2008 $ 324.35
Switch - Solid Blade Cut-Out.200t]$ 324.3s
Switch - Solid Blade Cut-Out.2008 $ 324.35
Switch - Solid Blade Cut-Out.2008 $ 324.3s
2008 $ 324.35
2008 $ 324.35
Switch - Solid Blade Cut-out.2008 $ 324.34
Switch - Fused Cut-Out.20r0 $ 177.88
Switch - Fused Cut-Out.2010 $ 177.87
Switch - Fused Cut-Out.2010 $ t77.87
Switch - Fused Cut-Out.2012 $ 172.00
Switch - Fused Cut-Out.2012 $ 172.00
Switch - Fused Cut-Out.20t2 $ 172.0r
Switch - Fused Cut-Out.20t2 s 381 .7s
Switch - Fused Cut-Out.2012 $ 381 .75
Switch - Fused Cut-Out.2012 $ 381.75
Switch - Fused Cut-Out.2015 $ 2't7.43
Switch - Fused Cut-Out.2015 $ 277.43
Switch - Fused Cut-Out.201 5 s 277.42
{0021 8830.DOCX; 5 } City of Meridian Asset Purchase and Transfer of Title Agreement Page14oflT
Year
Switch - Power Fusc.
Switch - Solid Blade Cut-Out.
Switch - Solid Blade cut-out.
Switch - Solid Blade Cut-Out.
Switch - Solid Blade Cut-Out.
Switch - Solid Blade Cut-Out.
EXHIBIT A
ASSETS
UG Service.2000 $ I,384.90
UG Service.200s $ 4,23s.83
UG Service.I 998 $ 755.87
UG Service.2005 $ 338.87
OII Service.2017 $ 624.s 1
{002 I 8830.DOCX; 5 } City of Meridian Asset Purchase and Transfer of Title Agreement Page l5 of17
Description Year Original Investment
EXHIBIT B
SUMMARY BREAKDOWN OF PURCHASE PRICE
Net book value $ 353,091
True up of past levelized rate of return $ 81,280
Near-term rate of return impact resulting from sale of assets $ 63,903
Near-term operational irnpact resulting from sale of assets $ 83,783
Net gross-up for tax $ 161,432
Work order closing costs $ 480
$ 9,882Sectionalizer book value
Scctionalizcr truc-up past lcvclizcd rate of return $ 4,776
$ 3,066Net gross-up for tax
{002 I 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page l6 of l7
Purchase Price Components Amounts
Total Purchase Price - before tax $ 582,057
Total Purchase Price - after tax s 743,489
Total Purchase Price $743,969
Sectionalizer Components Amounts
Total Price - before tax $ 14,658
Sectionalizer Total g 11,124
Total Amount Due fi761,693
EXAMPLE ONLY _ DO NOT EXECUTE
EXHIBIT C
BILL OF SALE
This BILL OF SALE is entered to be effective on , 2017
("Effective Date"), by and between Idaho Power Company, an Idaho corporation ("Idaho
Power") and the City of Meridian, a municipality located in Ada County, Idaho (the "City").
Idaho Power and the City may be referred to herein individually as a "Party" or, collectively. as
the "Parties."
Idaho Power has agreed sell to the City and the City 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 2017 ("Purchase
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, Idaho Code $ 6l-328, and
Oregon Revised Statute $ 757.480, Idaho Power has obtained authorization and order from the
Idaho Public Utilities Commission and the Public Utility Commission of Oregon approving Idaho
Power's sale of the Assets (set forth in Exhibit A to the Purchase Agreement) pursuant to the terms
and conditions of the Purchase Agreement.
Idaho Power hereby transfers title to the Assets and acknowledges payment for the Assets,
in the amount of $743,969, is governed by and shall be made in accordance with the terms and
conditions of the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this BILL OF SALE to be
effective as of the Effective Date.
IDAHO POWER COMPANY
Signature:
Printed Name:
Title
CITY OF MERIDIAN
Signature:
Printed Name:
Title:
{002 I 8830.DOCX; 5 } City of Meridian - Asset Purchase and Transfer of Title Agreement Page 17ofl7