20200309Application.pdf

LISA D. NORDSTROM (lSB No. 5733)
SHELLI D. STEWART (!SB No. 7459)
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
Telephone: [phone]
Facsimile: [phone]
I nord strom @ id a h opower. com
sstewart@ idahopower. com
Attorneys for ldaho Power Company
BEFORE THE IDAHO PUBLIC UTILIT!ES COMMISSION
!N THE MATTER OF THE APPLICATION
OF IDAHO POWER COMPANY FOR AN
ORDER APPROVING THE TRANSFER
AND SALE OF CERTAIN ASSETS TO THE
CITY OF NAMPA, IDAHO.
CASE NO. IPC-E-20-10
APPLICATION
ldaho Power Company ("ldaho Power" or "Company"), in accordance with ldaho
Code SS 61-328 and 61-524, and Rule of Procedure 52, hereby respectfully makes
application to the ldaho Public Utilities Commission ("Commission") for an order, as soon
as practicable,l approving the sale and transfer of certain assets to the City of Nampa
("City"), located in Canyon County, ldaho. As a municipal utility, the City provides water,
sewer, and trash services to more than 100,000 residents.
I The City is in the process of expanding its wastewater treatment facility and, until the asset sale
closes, the Cig 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.
iiE CEIVED
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APPLICATION. 1
ln support of this Application, ldaho Power represents as follows:
I. INTRODUCTION
1. The Company 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"), the Company 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 February 11,
2020, included as Attachment 1.
II. ASSET SALE AGREEMENT
2. The City requested Idaho 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 al! facilities listed on the
Distribution Facilities lnvestment Report for that location.
APPLICATION - 2
b. The customer must provide the operations and maintenance of all
facilities installed beyond the POD after the sale is complete.
c. The customer must prepay engineering costs for sales
determinations taking greater than 16 estimated hours of preparation. Sales
determinations equal to 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 POD 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 is intended to ensure the cost of supplying service will not
increase, and rates will not be impacted. Finally, as stated in Section 9 of the Agreement,
the City acknowledges its bona fide intent and financial ability to operate and maintain the
Assets.
APPLICATION .3
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
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 Charse 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
AnnualTotal
4.71o/o
3.23o/o
1.92o/o
0.56%
0.14o/o
3.58o/o
2.28o/o
0.14o/o
0.32Yo
0.00%
0.00%
0.00%
0.56%
0.14o/o
3.58%
2.28o/o
0.14o/o
0.32o/o
16.89%7.02o/o
Monthly Gharge 1.41o/o 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
APPLICATION - 4
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 Depreciation. The straight-line annual depreciation of assets
based on a levelized 31-year basis.
c. lncome Taxes. The tax ldaho Power pays on the amount of revenue
received from the equity portion of the rate of return.
d. Property Taxes. The property tax ldaho Power pays associated with
the Company's distribution facilities.
e. Other Taxes (Requlatorv Fees). An amount based on total fees
ldaho Power pays to the Commission and the Public Utility Commission of Oregon as a
percentage of total plant investment.
f. Operations and Maintenance Idaho Power's costs to operate and
maintain its distribution facilities. This component represents an average operations and
maintenance rate for all distribution equipment.
o. 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. Insurance covers property, casualty, and worker's
compensation.
V. SALE PRICE METHODOLOGY
7. Idaho Power has developed a methodology for determining its sale price for
customers electing to purchase Company-owned facilities beyond the POD under Rule
APPLICATION - 5
M, Section 3. The methodology is intended to ensure the transaction does not negatively
impact ldaho Power's other customers.
8. ldaho Power provided the methodology and resulting sales price to the City
and answered the City's inquiries prior to the execution of the Agreement, and the City
does not contest the same. ldaho 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 $401,075
b. True-up of Past Levelized 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 the past levelized rate of return
associated with the Assets is $1 18,537.
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
c. Near-term Rate of Return lmpact Resultinq 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
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 return 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. 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 general 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 $74,347.
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
APPLICATION - 7
general, and working capita! 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 $106,132.
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 $93,435.
9. The total sale price of the Assets is $793,526. ldaho Power will also collect
$900 in estimated engineering fees (previously mentioned above) and $640 in estimated
work order closing costs. The work order closing costs represent labor costs to update
the Company's asset records and facilities maps for a total amount of $795,066. As set
forth in Section 3 of the Agreement, the sale price is subject to change if ldaho Power
replaces any of theAssets 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 $9,321 for costs associated with the POD relocation ("Shifting Facilities").
The Shifting Facilities are not being sold to the City; instead, ldaho Power will continue to
APPLICATION - 8
own, operate, and maintain the Shifting Facilities that have historically been subject to the
monthly facilities charge and located on the City's side of the POD but going forward will
be located on ldaho Power's side of the POD. Pursuant to Rule M, the Shifting Facilities
were 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. However, because the City will no longer pay a monthly facilities charge
upon closing of the sale, ldaho Power must recover from the City the book value of the
Shifting Facilities, as well as the true-up of the past levelized rate of return (as more fully
described in paragraph 8.c. above), to ensure the transaction does not impact other
customers. Because Idaho Powerwill continue to own, operate, and maintain the Shifting
Facilities after the sale is completed, the amounts related to the Shifting Facilities are
presented separately from the Assets that will be owned, operated, and maintained by
the City after the Asset sale closes.
11. Additionally, the Agreement also contains provisions requiring the City to
compensate the Company $16,866 for costs associated with the removal of a
sectionalizer located at the wastewater treatment facility ("Sectionalizer"). Because the
City's request requires removal of the Sectionalizer, pursuant to Rule M, the City will pay
to the Company the "non-salvable cost" (the book value of the Sectionalizer, net of any
removal costs and salvage credit). The accounting treatment related to the Shifting
Facilities and the Sectionalizer is further detailed below.
VI. ACCOUNTING TREATMENT
12. Idaho 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:
APPLICATION - 9
a. Removinq the Orioinal Cost of the Assets from ldaho Power's
Accountinq Records. ldaho Power will remove the assets from its accounting records as
follows:
Debit 108 - Accumulated Provision for Depreciation $ 601,554
o Credit 101 - Electric Plant in Service $ 601,554
b. Recordinq the Gain on the Sale. ldaho Power will record the gain on
the sale of the Assets as follows:
a Debit 131 - Cash $ 795,066
$ 275,454Credit 421 - Miscellaneous Non-Operating lncome
(Near-term rate of return impact of $74,347, near-term
operational impact of $106,132, net gross-up for tax of
$93,435, engineering fees of $900, plus work order
closing costs of $640.)
Credit 108 - Accumulated Provision for Depreciation $ 519,612
(Remaining net book value of $401,075 plus true-up of
past levelized rate of return of $1 18,537.)
c. Recordinq 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
a
taxes as follows:
o Debit 409 - lncome Taxes $
. Credit 236 - Taxes Accrued $
o Debit 282 - Accumulated Deferred lncome Taxes $
Credit 410 - Provision for Deferred lncome Taxes $
d. Recordinq the Shiftinq Facilities. ldaho Power will
recovery of its investment in the Shifting Facilities as follows:
Debit 131 - Cash $
a Credit 101 - Electric Plant in Service
(Remaining net book value of $5,895.)
APPLICATION - 1O
93,435
93,435
36,317
36,317
record the
9,321
$ 5,895
o Credit 108 - Accumulated Provision for Depreciation $ 2,544
(True-up of past levelized rate of return of $2,544.)
. Credit 421 - Miscellaneous Non-Operating lncome $ 882
(Net gross-up for tax of $882.)
e. Reverse the estimated accumulated depreciation of the Shiftino
Facilities with a CIAC. ldaho Power will record as follows:
o Debit 108 -Accumulated Depreciation $ 3,204
o Credit 101 - Electric Plant in Service $ 3,204
f. Recordino the lmoact of the no Facilities on ldaho Power's
lncome Taxes. ldaho Power will record the impact of the Shifting Facilities payment on
ldaho Power's income taxes as follows:
o Debit 409 - lncome Taxes $ 882
o Credit 236 - Taxes Accrued $ 882
g. Recordino the removal of the Sectionalizer. ldaho Power will record
the recovery of its investment in the Sectionalizer as follows:
o Debit 131 - Cash $ 16,866
a Credit 108 - Accumulated Depreciation
(Remaining net book value of $17,182, less $316 for the
estimated net salvage and cost of removal.)
$ 16,866
h. Recordinq the retirement of the Sectionalizer. ldaho Power will
record the retirement as follows:
o Debit 108 - Accumulated Depreciation $ 25,122
. Credit 101 - Electric Plant in Service $ 25,122
13. 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 on income taxes.
APPLICATION - 11
VI!. MODIFIED PROCEDURE
14. ldaho Power respectfully requests processing the Application under
Modified Procedure (i.e., by written submissions rather than hearing). RP 201 ef seg. lf,
however, the Commission determines a technical hearing is required, ldaho Power will
present testimony in support of the Application.
VIII. COMMUNICATIONS
15. 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 o rd strom @ ida hopower. com
sstewa rt@ id a h opowe r. com
dockets@ idahopower. com
Grant T. Anderson
ldaho Power Company
1221West ldaho Street (83702)
P.O. Box 70
Boise, ldaho 83707
qanderson@ idahopower. com
x.REOUEST RELIEF
16. 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 the expansion of its wastewater treatment
facilities without interruption.
DATED at Boise, ldaho, this 3rd day of March 2020.
LISA D. NORDS M
APPLICATION - 12
Attorney for ldaho Power Company
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. NOR
SUBSCRIBED AND SWORN TO before me, a notary public of the state of ldaho,
this 3rd day of March 2020.
o
Publ r ldaho
Residing at: Boise, ldaho
My commission expires : 12l2Ol2O2O
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STATE OF IDAHO
APPLICATION - 13
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on this 3rd day of March 20201 served a true and correct
copy of foregoing APPLICATION upon the following named parties by the method
indicated below, and addressed to the following:
City of Nampa
Nate Runyan
Deputy Public Works Director
Nampa Public Works Department
500 12th Avenue South
Nampa, ldaho 83651
Gity of Nampa
Debbie Kling, Mayor
411 3'd Street South
Nampa, ldaho 83651
_Hand Delivered
U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
_Hand Delivered
_U.S. Mail
_Overnight Mail
_FAXX Email [e-mail]
0
Ki Towell utive Assistant
APPLICATION - 14
BEFORE THE
IDAHO PUBLIG UTILITIES COMMISSION
GASE NO. IPC-E-20-10
IDAHO POWER GOMPANY
ATTACHMENT 1
ASSET PURCHASE
AND TRANSFER OF TITLE AGRETMENT
I'his ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT ("Agreement")
is entered to be eff'ective as of the\$day of 2020 (Eftective Date"), by and
("Idaho Power"), and the CITY OFbetween IDAHO POWER COMPANY, an Idaho
NAMPA, a municipality located in Canyon County, Idaho (the "City"). ldaho Power and the City
may be referred to herein individually as a "Party" or, collectively, as the "Parties."
Rrcrram
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 eastern Oregon;
B. The City is an Idaho Power customer with a Wastewater Division that operates and
maintains a centralized Wastewater Treatment Plant tocated at340 West Railroad Street, Nampa,
ID 83687 ("Wastewater Plant");
C. Idaho Power currently owns, operates and rnaintains facilities beyond the Point of
Delivery at the City's Wastewater Plant that are installed to solely benefit the Wastewater Plant
(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, operation, maintenance, and all liabilities
associated with the Assets pursuant and subject to the terms and conditions of this Agreement.
E. Pursuant to Rule M (Faciltties 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 ldaho 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 (collectively, "PUCs"), without any changes or conditions to Idaho Power's request and
subject to the terms and conditions set forth in this Agreement.
AcRmnnrxr
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 by this reference.
{00263095.DOCX:2) City olNampa - Asset Purchase and Transfcr o['l'itlc Agree rnent Page I of 14
3) Purchase Price. 1'he City shall pay to Idaho Powerthe total amount of $821,253
for the Assets and associated costs necessitated by the Sale of the Assets to the City ("Purchase
Pricc"). A Summary Breakdown of the Purchase Price is attached hereto as Exhibit B and made
part of this Agreement by this reference. As demonstrated by Exhibit B, included in the Purchase
Price are Costs Associated with Removal of Equipment and Costs Associated with Point of
Delivery Relocation.
r, Removed Facilities. Thc Costs Associated with Removal of Equipment
(which include the net book value, removal costs, and salvage credit) are fbr
purposes of Idaho Power recovering its initial investment cost of certain equipment
currently included in the City's distribution facilities investment ("DFI") that will
no longer be required to deliver electric service to the Wastewater Plant after
Closing ("Removed Facilities"). The Removed Facilities are not being sold to the
City; instead, Idaho Power will remove the same following Closing and has
included the difference of the removal costs and salvage credit in the Purchase
Price. The Removed Facilities are set forth in Exhibit C attached hereto and made
part of this Agreement by this reference.
b. Shiftins Facilities. The Costs Associated with the Point of Delivery
Relocation (which include the net book value, a true-up of the past levelized rate of
retum, and associated taxes) are for purposes of Idaho Power recovering its initial
investment cost of certain facilities currently included in the City's DFI, that are
located beyond the existing Point of Delivery at the City's Wastewater Plant, and
that will be located prior the new Point of Delivery once relocation of the Point of
Delivery is complete ("Shifting Facilities"). The Shifting Facilities are not being
sold to the City; instead, Idaho Power will continue to own, operate and maintain
the Shifting Facilities.r The Shifting Facilities are set forth in Exhibit C.
Upon Closing the Sale (defined in Section 7 of this Agreement), Idaho Power will
complete the equipment removal, make the necessary modifications to relocate the Point of
Delivery, and cease collection of all DFI rate charges (also referred to herein as "facilities charge").
Ihe 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 acknorvledges the Purchase Price is subject to change if
Idaho Power is required to replace any of the Assets, Removed Facilities, or Shifting Facilities
(collectively, "Facilities") 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 ldaho Power installed beyond the Point of Delivery.
As such, until Closing (defined in Section 7 of this Agreement) occurs, Idaho Power must replace
I Because the Shifling Facilities were originally instalted for the sole benefit ofthe City, lhe City's monthly facilities charge includes a percentageofldahoPowcr'sinitial investmentcostfortheShiftingF'acilities. AlthoughownershipofthcShiftingFacilitiesisnottransfeningtotheCityat
Closing, [daho Power still must recover the initial investment cost olthe Shifling Facilities through a lump sum payment because the City will no
longer pay a monthly facilities chargc.
{00261095 DOCXI2} City of'Nampa Asset Purchase ald'l'ransler of 'l'itlc Agrccrnent Pagc 2 of 14
any failed Facilities 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. lf the PUCs approve the Sale and accounting treatment of the Sale
consistent in all material respects with the respective applications submitted
to the PUCs 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 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 $ 6l-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 further effect
and neither Party shall have any further obligations under this Agreement.
iii. lf 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.
2 ttthe IPUC conditions its approval of the Salc on the inclusion of additional terms, and the Partics mutually agree to incorporatc
the same into this Agreement, Idaho Power will resubmit a revised application to thc OPIJC detailing the additional lerms required
by the IPUC.
(00263095,DOCx; 2) City ol'Nampa - Assct Purchasc and Transf'er of 'I'itle Agrecment Pagc 3 of l4
b. Lien Release. 'fhe Assets are subject to a lien created by a Mortgage and
Deed of Trust, dated October l, 1937, between Idaho Power and Deutsche Bank
'['rust Company Americas (the "Mortgage"). Following receipt of a signed
resolution adopted by ldaho 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 funher obligations under this
Agreement.
5) Rule H System Protection Package. As a result of the Sale of the Assets to the
City, Idaho Power will install a system protection package prior to the Point of Delivery (as defined
in Rule H of Idaho Power's Tariff), which willbe owned, operated and maintained by Idaho Power
("System Protection Package"). Idaho Power will install the System Protection Package in
accordance with Rule H (New Service Attachments and Distribution Line Installalions or
Alterations) of Idaho Power's Tariff ("Rule H"), and the City agrees to pay the costs incurred by
Idaho Power to install the System Protection Package, which are not included in the Purchase
Price.
Within 10 days following the date of the IPUC's issuance of an order approving the
Sale, Idaho Power will present the City with a formal Cost Quote (along with an invoice fbr
payrnent) (the "Cost Quote") and, pursuant to the terms thereof, the Cost Quote will remain valid
for 60 days fiom receipt, so long as the City executes and makes payment in full within that 60
day period. The System Protection Package must be funded in full by the City and installed prior
to Closing. Idaho Power will use commercially reasonable efforts to promptly install the Systern
Protection Package following receipt of payment therefor from the City and will promptly notify
the City when the System Protection Package has been installed.
6) 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 City 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:
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(aXi),
(ii) or (iii) would determine the next steps of the Parties; OR,
(00263095.DOCX, 2) City of Nampa - Asset l)urchase and I ransfer ol'l itlc Agreement Page 4 of 14
b. The City purchases, installs and maintains the Additional Facilities. The
City shall obtain written approval from ldaho Power prior to purchasing and
installing Additional Facilities in order that Idaho Power can verify compatibility
with its electrical system. ln 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 tdaho 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 fbr the replacement facilities through
its Rule M facilities charge.
7) Closing. The Parties agree that Closing shall occur as promptly as reasonably
practicable fotlowing 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 ftinds
for the full Purchase Prlce (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
o.igirai purchase and necessary for access of, and specific to, the Assets; (c) Idaho Power shall
prorid. it " City with maps of the location of the Assets, and any other operational manuals in
iAuno Power's possession, received as part of the original purchase of the Assets; and, (d) the
Parties shall execute a bill of sale in the form of Exhibit D hereto. On or after Closing, Idaho
Power shall cease collection of all DFI rate charges and any other charges for the Facilities. Upon
Closing, this Agreement will eliminate the City's DFI charges and will release Idaho Power's
responsibility for the care, custody and control of the Assets.
E) 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.
9) Operation and Maintenance. The City understands and acknowledges that
pursuant to the requirements of Rule M of tdaho Power's Tariff and ldaho 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.
l0) 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 DaLe 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 natwe 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
{00261095.DOCX; 2) city of Nampa - Asset Purchase and Transfer of Title Agrccment Page 5 of 14
sell the Assets to the City (assuming approval of the Sale fiom the IPUC pursuant to Idaho Code
$ 6l-328 and the OPUC pursuant to Oregon Revised Statute $ 757.480).
11) Necessary Documents. Idaho Power covenants and agrees with the City, its
succcssors 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.
12) 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 delivcr this Agreement and to enter into the covenants, promises, and
undertakings of the City in this Agreement, in accordance with the terms and sub.iect to the
conditions set forth in this Agreement.
13) 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 OPPORTUNITY TO CAREFULLY EXAMINE AND
INSPECT THE ASSETS, AND/OR THAT IT HAS CAREFULLY EXAMINED AND
TNSPECTED 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 MATERTALS,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION, COMPLIANCE
WITH SPECIFICATION, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITI]
LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING
TO HEALTH, SAFETY, AND THE ENVIRONMENT), TO THE EXTENT APPLICABLE AND
PERMITTED BY LAW.
14) 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
(00263095.DOCX; 2) City of Nampa Asser Purchase and Transfer of Title Agreement Page 6 of 14
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, "f)amages") 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.
lS) Hazardous Materials and lndemnification. The City acknowledges that the
Assets, including electronic cquipment and components, may contain hazardous materials. Thesc
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
tbr 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 lndemnitees
from, for, and against any and all Damages that any or all of the Indernnitees 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.
16) 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.
17) Miscellaneous. To the extent that any provision of this instrument is held to be
invalid, illegal, or unenforceable, it shall be deemed to be modihed 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 cither Party are materially
increased to be unjust or inequitable. Any inconsistency between the terms of this Agreement and
any other Agreement to which Idaho Power and the City are a party on the Effective I)ate, 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.
{00263095.DOCX:2} Ciry olNampa - Assct Purchase and Translel ol''I itle Agrccmcnt Pagel of14
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
as of the Effective Date.
IDAHO POWER COMPANTY
Signature
Printed Name:
Title G-
CITY OF NAMPA
Signature:
Printed Name:
Title:
)
{00253095.DOCx; 2} City of Nampa - Asset Purchase and Transfer of Title Agreement Page 8 of 14
s73s.022016ENCLOSURE PAD
s 1.567.282006TRANSFORMER PAD
$ 306.91l98lENCLOSIJRE PAD
1982 $ 419.12TRANSFORMER PAD
1982 $ 419.12TRANSFORMER PAD
r979 g 173.36TRANSFORMER PAD
t979 $ 146.44TRANSFORMER PAD
20r0 $ 1,768.82TRANSFORMER PAD
2008 $ 1,399.95TRANSFORMER PAD
$ 1,736.1924rcTRANSFORMER PAD
2018 $ 1,515.41TRANSFORMER PAD
2018 $ 1,515.40TRANSFORMER PAD
$ 715.021979VAULT
$ 5.800.782006VAULT
s 5.800.782006VAULT
2006 $ 5,800.78VAULT
t979 $ 42s.67VAULT
2008 $ 5,091.94VAULT
2008 $ 5,091.94VAULT
2010 $ 10,119.49VAIJLT
$ 2.35s.812011VATJLT - BASE
$ s.852.8E2016VAULT - BASE
$ 5.011.282018VAULT - BASE SECTION
2018 $ 5,01 1.27VAI.JLT - BASE SECTION
20tl $ 1,398.86VAULT - MID SECTION
2016 $2,753.33VAULT - RISER
$ 968.1720tlVAULT - VAULT TOP
$ 968.17201 IVAULT . VAULT TOP
EXHIBITA
ASSETS
{00263095.DOCX; 2} City of Nampa - Asset Purchase and Transfer of Title Agreement Page 9 of 14
VAULT - TOP 2016 $ 3,033.99
VAULT- TOP SECTION 2018 $2.449.63
VAI.'LT - TOP SECTION 201 8 $2,449.62
VAULT- TOP SECTION 20r 8 $2,449.62
CONDUIT DUCT 2016 $ 67.87
CONDUIT DUCT 2016 $ 41 1.73
CONDUIT DUCT 2016 $ 257.90
CONDUIT DUCT 201 8 $ t23.21
CONDUIT DUCT 201 8 $ 154.00
CONDUIT DUCT 2018 $ 160.17
CONDUIT DUCT 20r 8 $ 1.478.49
CONDUIT DUCT 2018 $ 492.83
CONDUIT DUCT 2018 $ 172.49
TJNDERGROIJND CONDUCTOR 1982 s 4.141.21
T,NDERGROUND CONDUCTOR 1982 $ 4s3.65
I.'NDERGROUND CONDUCTOR l98l $729.03
UNDERGROUND CONDUCTOR 2006 $ 874.s0
UNDERGROIJND CONDUCTOR 2006 $ s.637.17
UNDERC ROI.IND CONDUCTOR 2006 $ I1.920.13
TJNDERGROI.]ND COND UCTOR 2006 $ 9,097.65
UNDERGROLTND CONDUCTOR 2011 s 9,451.57
I.JNDERGROI.'ND CONDUCTOR 20lr $787.63
TJNDERGROI.JND CONDUCTOR 2010 $ 4.290.86
UNDERGROUND CONDUCTOR 1981 $'1.223.98
UNDERGROUND CONDUCTOR 2008 $ 664.61
s 650.1 7UNDERGROUND CONDUCTOR 2008
TJNDERGROTIND CONDUCTOR 201 0 $ 2,501.19
UNDERGROUND CONDUCTOR 2010 $ 1.778.63
EXHIBITA
ASSETS
(00263095.DOCX;2) City of Nampa - Assct Purchase and Transfbr of Title Agreement Page l0of14
2016 $ 669.99UNDERGROUND CONDUCTOR
$ s.300.322016I.JNDERGROI.JND CONDUCTOR
$ 3.469.032016UNDERGROUND CONDUCTOR
$ 5.419.432016UNDERGROLIND CONDUCTOR
$ r.028.672018LTNDERGROUND CONDUCTOR
$ 1.381.3s2018UNDERGROUND CONDUCTOR
2018 $ 1,469.52UNDERGROI.]ND CONDUCTOR
201 8 $ 5,143.32UNDERGROI.]ND CONDUCTOR
z0t6 s 30,946.27PAD MOUNT SWITCH
2006 $ 30,924.50PAD MOLINT SWITCH
2006 $ 30,924.50PAD MOUNT SWITCH
1981 $ 8,756.01PAD MOLINT SWITCH
1 982 $ 14.307.30PAD MOUNT SWITCH
2008 $ 19.346.16PAD MOI.INT SMTCH
$2s.126.4s20r 8PAD MOUNT SMTCH
$25.126.442018PAD MOUNT SWITCH
s 1.7s3.2420t6SECTER
$ 4.242.011977PM TRANSFORMERS
2006 s 19,859.54PM TRANSFORMERS
1970 $ 6,041.79PM TRANSFORMERS
2006 $ 15,532.43PM TRANSFORMERS
$ 8.978.161999PM TRANSFORMERS
$ 39.34s.432010PM TRANSFORMERS
$ 27.0s8.142018PM TRANSFORMERS
2018 $ 27,058.14PM TRANSFORMERS
2016 $ 40,843.1 IPM TRANSFORMERS
$ 49.384.122008PM TRANSFORMERS
198r $ 1.672.83SECONDARY UNDERCROI.IND CONDUCTOR
$ 1.672.831981SECONDARY UNDERGROUND CONDUCTOR
DilIIBIT A
ASSETS
(00263095.DOCX;2) City of Nampa - Asset Purchase and Transfer of 'I'itle Agreement Page ll of14
EXIIIBIT B
SUIVIMARY BR.EAKDOWN OF PURCHASE PRICE
3 As set forlh in Section 5 ofthe Agreement, costs associated with ldaho Power's installation ofthe System Protection Package are not included in
the Purchase Price and will be paid by the City in accordance with Rule H of Idaho Power's'l'arilf
Net book value $ 401,075
True up of past levelized rate of return $ I 18,537
Near-term rate of return impact resulting from sale of assets $ 74,34'l
Near-term operational impact resulting from sale of assets $ 106,132
Total Purchase Price- before ax $ 700,091
Net gross-up for tax $ 93,435
Total Purchase Price - after tax $793,526
Engineering Fees $ 900
Work order closing costs $ 640
Total Cost of Assets $ 795,066
Net book value $ 5,895
True up of past levelized rate of return 52,544
Taxes grossed up on past levelized rate ofreturn $ 882
Total Cost of Poitrt of Delivery Relocation $ 9121
Net book value $ 17,182
Net Removal & Salvage Credit (s 3 16)
Total Gct of Equipment Rcmoval $ 16,866
(00263095.DOCX; 2l Cify of Nampa *. Asset Purchase and Transfbr of 'l'itle Agreement Page 12 of14
EXIIIBIT C
REMOVED I'ACILITIES & SHIFTING X'ACILITIES
2010 $ 23.430.56SECTIONALIZER I,JNIT
2013 s 1.691.s0TRANSFORMER - SECT I,JNIT
2006 $1,935.40POLES
2010 $ l,983.58POLES
2A06 $ l16.79OVERIIEAD CONDUCTOR
2046 s29.20OVER}IEAD CONDUCTOR
2010 $231.97SECTIONALIZER DISCONNECT
$ 533.49SECTIONALIZER DISC ONNECT 20t0
s 533.492010SECTIONALIZER DI SCONNECT
$ 533.492010SECTIONALIZER DISCONNECT
$ 533.492010SECTIONALIZER DISCONNECT
2010 $ s33.49SECTIONALTZER DISCONNECT
2010 $ s33.47SECTIONALIZER DISCONNECT
2010 $ 533.49SWITCH DISCONNECT
$ 533.49SWITCH DISCONNECT 20t0
$ s33.492010SWITCH DISCONNECT
{00263095.DOCX; 2} CiU of Nampa - Asset Purchase and Transfer of Title Agreement Page 13 of 14
EXAMPLE ONLV _ DO NOT EXECUTE
EXHIBIT D
BILL OF SALB
This BILL OF SALE is entered to be effective on . 2020
("Effective Date"), by and between Idaho Power Company, an Idaho corporation ("Idaho
Power") and the City of Nampa, a rnunicipality located in Canyon County, Idaho (the "City").
ldaho Power and the City may be rcferred 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 ldaho
Power, for the consideration and upon the terms and conditions set forth in the Asset Purchase
and Transfer of Title Agreement, dated 2020 ("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 Tarifl ldaho 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.
ldaho Power hereby transfers title to the Assets and acknowledges payment for the Assets,
in the amount of $795,066, 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 NAMPA
Signature:
Printed Name
'fitle:
i00263095.DOCX;2) Cify of Nampa Asset Purchase and lransfer of Title Agrecnrcnt Page I4 of14