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Home My WebLink About20040212Landolt Exhibits.pdf- ' Case No. PAl~O'f" Exhibit No. 1 Witness: Randy A. Landolt BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION ACIFICORP Exhibit Accompanying Direct Testimony of Randy A. Landolt Purchase and Sale Agreements and Exhibits February 2004 SKOOKUMCHUCK FACILITIES PURCHASE A..l'ffi SALE AGREEMENT ****** ACIFICORP; PUBLIC UTILITY DISTRICT NO. 1 OF SNOHOMISH COUNTY, WASHINGTON; PUGET SOUND ENERGY, INC. CITY OF TACOMA, WASHINGTON; A VISTA CORPORATION; CITY OF SEA TILE, WASHINGTON; and PUBLIC UTILITY DISTRlCT NO.1 OF GRAYS HARBOR COUNTY, WASHINGTON As Sellers AND 2677588 Washington LLC As Buyer Execution Copy SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT ARTICLE I Section 1. (a) (b) (c) (d) (e) (f) (g) (h) (i) (k) (1) (m) (n) (0) (P) (q) (r) Section 1. ARTICLE II Section 2. Section 2. Section 2.3 Section 2.4 Section 2. Section 2. Section 2. TABLE OF CO l\T'fENTS Page DEFINITIONS ..... ........ ........... """" .... """"""'" .... .............................,.. .......... Certain Defined Terms ........ .... ..................................................... """" 1 Affiliate " ...... ....................... ........ ............... ...................... ....."................. 1 Assigned Contracts " ............ ""'" ................ ..... ............ .................. """"'" 1 Business Day" ........ ..... ................. ..... """""'" .................... ...................... 2 Environmental Law " ....................... ........... .... """""""""" ............ .......... Governmental Body" ...... ............. ...............".. ............... ................ .......... 2 Hazardous Materials " """"""""'" .............. .... .............................,.. .......... 2 Knowledge .............................................................................................. 2 LLC" ..... ............ .......................... ......."...... ..... ......................."...... .......... 2 Laws" .......................... ...................................................... ....................... 2 Licenses" ............................................................ ...................................... 3 Material Adverse Effect" ......... ...................... ......... .......................... ....... 3 Person" ............................................ .................................. ....................... 3 PUHCA" .............. ....."................... ................................... """"""""""'" 3 Release ............................................. ................. ................ """"""""""" 3 Safety Program" .............................. ......................".............. ............ ....... 3 State PUC" ........... .......... ....................:............ ........................................ 3 Taxes " .......... ........................ .... .... ...."..... ................................. ...... .......... 3 Washington Ruling" .................... ...... ...................... ......... ................. ....... 3 Index of Other Defined Terms ............. """"""""""""""""""" .......... 4 BASIC TR.ANSACTIONS . .........,... """""""""""' """"""""""""""'" .......... 5 Purchased Assets.................. ....................................................... """'" 5 Excluded Assets .............. ...................... """""""""""""""""'" .......... 6 Facilities Purchase Price...... ....................... .................................. ....... 8 License of Non-Transferred Intangible Assets """""""""""""""""" 8 Assignment of Rights and Obligations to Buyer Affiliate................... 8 Assumption of Liabilities. ""'" .......... ......................................... .......... 8 Water Flow Agreement............ ............... """"""""""""""""'" """"" 9 ARTICLE III Section 3, Section 3. Section 3. Section 3.4 Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. Section 3. ARTICLE IV Section 4. Section 4. Section 4. Section 4.4 Section 4. Section 4. Section 4. Section 4. Section 4. Section 4. Section 4. ARTICLE V Section 5. REPRESENTATIONS AND WARRANTIES OF SELLERS........................ 9 Authority and Enforceability........ ......................... ..........oo ......... .......oo 9 No Breach or Conflict....................................................................... Approvals.... ..... .......... .... ........... ........ ....... ................ ........ ....."..... ...... 10 Licenses.... ................. ...........". ..... ..... ...................... ..... ............... ....... 10 Compliance with Law................................................................ ........ 10 Hazardous Materials.,.... .................. ........... ..................... .......... ........ 10 Title to Assets .................................................................................... Contracts ............................................................................................ Litigation. ,.... ............. .......... .... ................................. ,... ......... ...,. ........ 12 Brokers............................................................................................... 12 Assets Used in the Operation ofthe Facilities................................... 12 Option Rights ... ................................... ........ .........."..... ..... ................. 12 LLC Interests ................. .......................... ........................... ..,.... """" Liability ............ ~....... ...... ......................,............. ............. .......",.. ....... 12 Liabilities .................................... ......... ....... ................"............. ........ 12 Appurtenant Rights.. ...........,... ............. ........................... ........... ........ 12 Disregarded Entity ... .......................................... .....................". ........ 13 Regulatory Status ..... ......................... ................. ..... .................... ....... 13 REPRESENTATIONS AND WARRANTIES OF BUYER......................... 13 Organization and Corporate Power...oo............................................... 13 Authority and Enforceability ............................................................. 13 No Breach or Conflict........................................................................ 13 Approvals .......... ............,................. ..... ....,... ".""""""""'" ........ "."'" 14 Litigation....... ....... ............,........................ ......................................... 14 Brokers ............... ......................................................................... ....... 14 Exculpation """""""""""."" """""""" """"""""'" .......................... 14 Financing..............................."................. """""""."""'.""""""""'" 14 No Knowledge of Sellers ' Breach ..................................................... 15 Qualified for Licenses ..... ...... ...... .......... .............. ..,............................ 15 Buyer Affiliate............. """"""" ........... .............. ........................,...... 15 COVENANTS OF EACH PARTY............................................................... 15 Efforts to Close. ......................... ........... ....................... """"""""""" 15 (a) (b) Section 5. Section 5. (a) Section 5.4 ARTICLE VI Section 6. Section 6. Section 6. Section 6.4 Section 6. ARTICLE VII Section 7. Reasonable Efforts .... ............... ....... ...... ...................... ............. ........ """" Control Over Proceedings..... ................... .............. ..... .".... .............. ........ 16 Post-Closing Cooperation ...... ................ ....... ............. ............... ......... 17 Expenses .... ......... ............... ............. .............."....... ...... """"""'" ""'" 17 O&M Costs............................................................................ ......." ......... 17 New Exceptions to Title..... .................... ....... """'" .... """""""'" ....... 19 ADDITIONAL COVENANTS OF SELLERS """""""""""""""""""""'" 20 Access..................................... """"""""""""""""'" ................ ........ 20 Updating............................................ """""'" ..... ........" ............... """ 20 Conduct Pending Closing .................................................................. State PUC Determinations. ..... ..................................... ............... ....... 22 Disregarded Entity Documentation.................................................... 22 ADDITIONAL COVENANTS OF BUYER................................................. 22 Resale Certificate.... ........ ..................................... ........... ............ ....... 22 Section 7.Conduct Pending Closing .................................................................. 22 Section 7.EWG Application............. .............. ....... ..................... ................ ........ 22 ARTICLE VIII BUYER'S CONDITIONS TO CLOSING .................................................... Section 8. Section 8. Section 8.3 Section 8.4 Section 8. Section 8. (a) (b) Section 8. (a) (b) Section 8. Section 8. Section 8. Section 8. Performance of Agreement..................,............................................. 23 Accuracy of Representations and Warranties .................................... 23 Officers' Certificate ....... ................. ........................ """""""""'" ...... 23 Approvals. .......................... ............ ............ ............ ..................... ....... 23 No Restraint .............. ....... ............... .......................... ....... ........... ....... 23 Title Insurance......................................................... .......................... 24 Title Policy................................ ..." """"""""""""'" ........ ......... ........ ...... 24 Evidence of Commitment .... ................... ..................... .......... """"'" ....... 24 Casualty; Condemnation ......................................... ............ ......... ....... 24 Casualty. . ~................... """"" """""""""""'" ,...... """'" """""""""" ""'" 24 Condemnation. ,...... ...........,.. .... """""'" ....... ......... .... .... """""""'" ... ....... 25 Receipt of Other Documents............... .......... """'" .......... ........... ....... 25 1'\11 Sellers.... ........................ ......... ............. """""""""""'" ................ 25 Material Adverse Effect..... ............. """""" ..... ......... .................. ....... 25 LLC Contribution.... ................ """""'" .............................................. 25 ARTICLE IX Section 9. Section 9. Section 9. Section 9.4 Section 9. Section 9. ARTICLE X Section 10.1 Section 10.2 (a) (d) Section 10.3 Section 10.4 ARTICLE XI Section 11. Section 11. Section 11. ARTICLE XII Section l2. SELLERS' CONDITIONS TO CLOSING .......................................... ......." 26 Performance of Agreement ."............................. ......... ............... ........ 26 Accuracy of Representations and Warranties ........................... ......... 26 Officers ' Certificate ............ ....... ......... ....................... ............... ... ...... 26 Approvals ........... .......... ................ .........,.... ..........., .................... ........ 26 No Restraint......... ........ ........ ........... """""""" ................................... 26 Receipt of Other Documents..................................,.................. ......... 27 CLOSING ....... ......... ......... ....... ................................... ...,........... ............. ....... 27 LLC Transaction. .......... ............................. ..... .......................... ......... Closing.............................................. .............. ........~.......................... 27 Deliveries by Sellers.. ......... ........ ............. ............. ....." ............. ............... 27 Deliveries by Buyer...... ................. ...... ..................................... ............... 28 Escrow....... ............................................. .......... ....... ........................... 28 Prorations ... .................... .......... ......,.. ....................... ...... .................... 29 TERMINATION ... ............................... ...........,........... .....................,..... """" Tennination...................... ......................................................,........... 29 Effect of Termination.................................... ...... .... ,...... ........,.... ....... 30 Modification of Term.s ................................................................ ....... 30 SURVIVAL AND REMEDIES; INDEMNIFICATION............................... 31 . Survival......................................... ......... ................. ...".. .................... 31 Section 12.Exclusive Remedy............................................................................. 31 Section 12.3 Indemnity by Sellers ...".............................. ....................................... 31 Section 12.4 Indemnity by Buyer ..... ............................... ....." """""""""""""""" 32 Section 12.Further Qualifications Respecting Indemnification........................... 33 Section 12.Procedures Respecting Third Party Claims ....................................... 33 ARTICLE XIII GENERAL PROVISIONS ............................................................................ 34 Section 13. Section 13. Section 13. Section 13.4 Section 13. Section 13. Section 13. Notices........................ .......... ........... """"""""""""""""""""""""" 34 Attorneys ' Fees ............ ....................... ..........".... .... ........"................. 3 Successors and Assigns.......,....................... ................................ ....... 35 Counterparts.............. ............... ............ .........,......... ..................... ...... 36 Captions and Paragraph Headings ..................................................... Entirety of Agreement; Amendments ................................................ Construction............,......... ........ .............................. ........................... 36 Section 13. Section 13. (a) (b) (c) (d) (e) (f) (g) (h) (i) Section 13. Section 13. Section 13. Section 13. Section 13. Section 13. ARTICLE XIV Section 14. Waiver.... """""" ............. ..... ..............., .............. ..... ........................... 36 i\rbitration.................. .....,. ""'" ..... """"""""'" ""'" .......... ......... ........ 37 Agreement to Arbitrate ...... ............ ............................... ........... ......... ....... 37 Submission to Arbitration.. ............ ............................ ........." ............ ....... 37 Selection of Arbitration PaneL................................. ........................ ....... 37 PreheaTing Discovery... """""""""""""'" ............................... ................ 38 Arbitration Hearing .......,................ ..... ............................... .... .......... ........ 38 Award....................................................................................................... 38 Provisional Remedies...... ........................ .,.......................".............. ........ 38 Entry of Award by Court ......................................................................... 39 Costs and Attorneys' Fees """"""""""""""""""""""""""""""""""'" 39 Governing Law .. .......... ............ ........ """"""""""""""'" ................... 39 Severability........................................ ...................,......... ..............,.... 39 Consents Not Unreasonably Withheld............................................... 39 Time Is of the Essence """"""""""""""""""""""""""""""""""'" 39 Liability......... ....... ................................... ................. .......................... 40 Execution """""""""""""""""""""""'" ........................ .................. 40 AGENCY................... .............................,..... ....... ...."............ ......... ............... 40 Agency.......................................... .............................. """"""""""'" 40 LIST OF SCHEDULES 1.1 (g)Knowledge 1(a)Owned Real Property 2. 1 (b) Appurtenant Rights 2. 1 (c) Equipment 1(d)Assigned Contracts 1(e)Licenses 2(b)Excluded Assets 2(h)Other Excluded Assets Excluded Obligations 3(a). Sellers ' Private Party Consents 3 .3(b )Sellers' Government Consents 3.4 Licenses Compliance with Law Hazardous Materials Permitted Encumbrances Contracts Sellers ' Litigation Used and Necessary Assets 4.4(a)Buyer s Private Party Consents 4.4(b)Buyer s Government Consents Buyer s Litigation Exceptions to Conduct LIST OF EXHIBITS Exhibit A Safety Program Exhibit B O&M Costs Forecast Exhibit C Special Warranty Deed SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT This SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (the Agreement ) is made and entered into as of the 25 day of November, 2003 by and among P ACIFICORP PacifiCorp ); PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, WASHINGTON (Snohomish PUD ); PUGET SOUND ENERGY, INC. ("PSE" CITY OF TACOMA, WASHINGTON (Tacoma ); A VISTA CORPORATION ("Avista CITY OF SEATTLE, WASHINGTON (Seattle ); AND PUBLIC UTILITY DISTRICT NO. OF GRAYS HARBOR COUNTY, WASHINGTON ("Grays Harbor PUD ) (each a Seller and collectively "Sellers ), and 2677588 WASHINGTON LLC, a Washington limited liability company or its nominee ("Buyer ), with reference to the following facts: A. Sellers are engaged in the business of generating, transmitting and distributing electric energy and in connection therewith own as tenants in common the Skookumchuck Dam located along the Skookumchuck River near Centralia, Washington (the "Dam ). The Skookumchuck Facilities impound a reservoir on the Skookumchuck River (the Reservoir B. Buyer desires to purchase from Sellers, and Sellers desires to sell to Buyer, the interests in the LLC to which Sellers will contribute the Dam, related real property and other assets associated therewith (collectively, the "Facilities ) upon the terms and subject to the conditions of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, do hereby agree as follows: ARTICLE I DEFINITIONS Section 1.1 Certain Defined Terms . For purposes ofthis Agreement, the following terms shall have the following meanings: (a) Affiliate of a specified Person shall mean any corporation, partnership, sole proprietorship or other Person which directly or indirectly through one or more intermediaries controls, is controlled by or is under common control with the Person specified. The term "control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a Person. (b) Assilmed Contracts" shall mean all of Sellers ' rights, title and interest in and to all written contracts and agreements specifically and exclusively relating to the Facilities to which Sellers are a party at the Closing. The Assigned Contracts shall also include, without limitation, engineering or construction contracts relating to engineering or construction work-in-progress at the Facilities; equipment leases (whether operating or capital leases) and installment purchase contracts; contracts or arrangements binding on the Facilities which restrict the nature of the business activities in which the Facilities may engage; and leases with respect to which Sellers are lessor or sublessor. p~(1f". 1 - ~KOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (c) Business Dav" means a day that is not a Saturday, a Sunday or a day on which banking institutions in the State of Washington are not required to be open. (d) Environmental Law shall mean all applicable Laws and Licenses for or relating to: (i) air emissions, hazardous materials, storage, use and release to the environment of Hazardous Materials, generation, treatment, storage, and disposal of hazardous wastes wastewater discharges and similar environmental matters, and (ii) the protection and enhancement of the environment (including without limitation the National Environmental Policy Act of 1969,42 U.c. Section 4321 et seq.Endangered Species Act of 1973, as amended, 16 U.C. Section 1531 et seq.Migratory Bird Treaty Act, 16 U.C. Sections 703- 712; Magnuson Stevens Fisheries Conservation and Management Act, 16 U.C. Section 1801 seq.; the Washington State Environmental Policy Act of 1971 , Chapter 43.21C RCW; Federal Water Pollution Control Act of 1972 33 U.C. Section 1251 et seq.; and state Laws addressing species, impacts to water quality and wetlands). (e) Governmental Body means any federal, state, local, municipal, or other government; any governmental, regulatory or administrative agency, commission, body or other authority exercising or entitled to exercise any administrative, executive, judicial, legislative police, regulatory or taxing authority or power; and any court or governmental tribunal; including without limitation FERC, the Securities Exchange Commission, the u.s. Department ofFish and Wildlife, the Washington Department offish and Wildlife, the U.S. Army Corps of Engineers and each State PUC; but does not include any Seller, Buyer, Buyer Affiliate, or any of their respective successors in interest or any owner or operator of the Facilities (if otherwise a Governmental Body) acting in their role as owner or operator. (t) Hazardous Materials" means any chemicals, materials, substances, or items in any form, whether solid, liquid, gaseous, semisolid, or any combination thereof, whether waste materials, raw materials, chemicals, finished products, by-products, or any other materials or articles, which are listed as hazardous, toxic or dangerous under Environmental Law including without limitation, petroleum products, asbestos, urea formaldehyde foam insulation, lead-containing paints or coatings and hazardous debris hazardous substances" and hazardous wastes" as defined by WAC 173-303-040. (g) Knowledge" of a party shall mean with respect to such party, the extent of the actual knowledge of the Persons listed on Schedule l.Hg)with respect to such party, with consultation of documents and Persons under their supervision in the ordinary course of their duties but without further inquiry of other Persons. Actual knowledge of any individual Seller shall not be imputed to any other individual Seller. (h) LLC"shall mean "Skookumchuck Dam. LLC," a Washington limited liability company to be formed for purposes of the LLC Transaction. (i) Laws shall mean all statutes, rules, regulations, ordinances, orders common law and their legal and equitable principles, and codes of federal, foreign, state and local governmental and regulatory authorities. P~O"P. ? - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT CD Licenses" shall mean registrations, licenses, permits, authorizations and other consents or approvals of Governmental Bodies. (k) Material Adverse Effect : (a) When used with respect to the LLC Interests, means a material adverse effect on the value or transferability of the LLC Interests, (b) when used with respect to the Assets or Facilities, means a material adverse effect on the Assets or Facilities and on the operation thereof, taken as a whole; (c) when used with respect to any portion of the Assets or Facilities, means a material adverse effect on such portion of the Assets or Facilities and on the operation thereof, taken as a whole; and (d) when used with respect to a Person, such as a Seller or Buyer, means a material adverse effect on the business, condition (financial or otherwise) and results of operations of such Person taken as a whole (including any subsidiaries of such entity) or on the ability of such Person to consummate the transactions contemplated hereby. (1) Person" means any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust association, organization, labor union, or other entity or Governmental Body. (m) "PUHCA"means the Public Utility Holding Company Act of 1935, as amended, and the rules and regulations promulgated thereunder. (n) Release" means any release, spill, emission, leaking, pumping, emptying, dumping, injection, abandonment, deposit, disposal, discharge, dispersal, leaching, or migration of Hazardous Materials (including, without limitation, the abandonment or discarding of Hazardous Materials in barrels, drums, or other containers) into or within the environment including, without limitation, the migration of Hazardous Materials into, under, on, through, soil subsurface strata, surface water, groundwater, drinking water supply, any sediments associated with any water bodies, or any other environmental medium, regardless of where such migration originates. (0) Safety Program" means the design and implementation of the seismic drilling program contemplated by the Federal Energy Regulatory Commission s (FERC" letters of March 19,2003 , July 31 2003 and October 7 2003 and Sellers' May 1 , 2003 and July , 2003 letters to FERC which are attached hereto as Exhibit A and as may be further modified pursuant to Section 5. 1 (b)(ii). (P) State PUC" means any state commission with jurisdiction over the rates and charges of one or more Sellers. (q) Taxes shall mean (i) all federal, state, county and local sales, use, real and personal property, recordation and transfer taxes, (ii) all business and occupation taxes, and (iii) any interest, penalties and additions to tax attributable to any of the foregoing, but shall not include income and other taxes described in Section 2.2( c). (r) Washington Ruling" shall mean a ruling letter to be issued by the Washington State Department of Revenue in response to the request to be filed by Buyer no earlier than 45 days prior to the Closing seeking confirmation that no Washington State sales or Page 3 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT use tax will be due in respect of (i) the transfer of the Facilities by Sellers to the LLC, and (ii) the transfer of the LLC Interests by Sellers to Buyer. Section 1.Index of Other Defmed Terms. In addition to those terms defined above the following terms shall have the respective meanings given thereto in the Sections indicatedbelow: Defined Term Section AAA Agreement Allocation Schedule Approvals Appurtenant Rights Assets Buyer Buyer Affiliate Chargeable Costs Charter Documents Claim Notice Closing Closing Date Dam Deductible Amount Distribution Line Distribution Line Easement Equipment Escrow Agent Excluded Assets Facilities Facilities Purchase Price FERC Indemnitee Indemnitor LLC Interests LLC Transaction Losses Management Agreement Net Book Value New Exception O&M Costs O&M Costs Forecast Owned Real Property Permitted Encumbrances Reservoir Rules Sellers 13.9(a) Preamble 8.4 1 (b) Preamble 3(a) 2(a) 12. 10. 10. Recital A 12.3(b )(ii) 2(b) Schedule 3. 1 (c) 10. Recital B 3(a) 1.1(0) 12. 12.5(a) 10.1 l2,3(a) 3(a) 3(a) 5.4 3(a) 3(a)(v) 2. 1 (a) Recital A 13.9(a) Preamble Page 4 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Supplemental Report Termination Date Third Party Claims Title Insurer Title Policy Title Report 5.4 11.1(d) l2.5(a) 5.4 6(a) 5.4 ARTICLE II BASIC TRANSACTIONS Section 2.Purchased Assets. On the terms and subject to the conditions contained in this Agreement, at the Closing Buyer shall, or shall cause the applicable Buyer Affiliate to purchase, and Sellers shall sell, convey, assign, transfer and deliver to Buyer, or the applicable Buyer Affiliate, all of Sellers' rights , title and interest in the LLC (the "LLC Interests ) after Sellers have contributed, conveyed, assigned, transferred and delivered to the LLC the following assets that (except to the extent otherwise noted) are used in the operations of the Facilities (the Assets ), but excluding all Excluded Assets (as defined in Section 2.2): - (a) All of Sellers' rights, title and interest in and to the real property owned in fee (the "Owned Real Property') that is identified on Schedule 2.1 ( a), together with all buildings fIXtures and improvements located thereon (including all construction work-in-progress), reserving to PSE the Distribution Line described on Schedule 2.2(b ). (b) All of Sellers' easements , rights of way, licenses, franchises, water rights (including, without limitation, perfected, certificated, or otherwise, to divert, impound, consume or otherwise use waters of the State of Washington) and similar real property rights appurtenant to their ownership of the Owned Real Property or associated with their operation of the Facilities (collectively, the "Appurtenant Rights ), including, without limitation, those identified on Schedule 2.1(b) (c) The fixed or mobile machinery and equipment, as well as similar items of tangible personal property, including, without limitation those items listed on Schedule 2.1 (c) (collectively "Equipment ) that are used, owned or leased by Sellers as of the Closing Date, and are used primarily in connection with the ownership or operation of the Facilities and its related support facilities (including Assets temporarily off-site for repair or other purposes), but excluding the Distribution Line described on Schedule 2.2(b ) (d) All of Sellers' rights, title and interest in and to and obligations arising under the Assigned Contracts including, without limitation, those identified on Schedule 2.1 (d) (e) All of Sellers' rights, title and interest in and to and obligations arising under all of the Licenses in favor of Sellers or any Sellers' Affiliates as of Closing that relate to or are necessary for or used in connection with the operation of the Facilities as heretofore operated by Sellers, all of such Licenses being included on Schedule 2.1 (e), except for and to the extent that such Licenses relate to Excluded Assets; provided that such Licenses shall be included within the Assets only to the extent they relate exclusively to the Facilities and are lawfully transferable to the LLC. Pa!!:e 5 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (f) All of Sellers ' rights, title and interest in and to all of the books, records plans, sepias, drawings, instruction manuals and similar items, whether in written or electronic form, to the extent they relate to the Facilities or the operation thereof, and other procedural manuals of Sellers related primarilyt6 the operation of the Facilities, subject to the rights of Sellers to make copies of and make non-exclusive use of the same and except to the extent such materials are subject to confidentiality or non-disclosure agreements in favor of third parties whose consent to transfer is not obtained. (g) All of Sellers' rights, title and interest, if any, in and to unexpired warranties as of the Closing that are transferable to the LLC wholly owned by Buyer which Sellers have received from third parties which relate specifically to the Facilities, including, without limitation, warranties set forth in any equipment purchase agreement, construction agreement, lease agreement, consulting agreement or agreement for architectural or engineering services, it being understood that nothing in this paragraph shall be construed as a representation by Sellers that any such unexpired warranty remains enforceable. (h) All of Sellers ' rights, if any, to create, claim, obtain, register or otherwise hold any right to climate change, greenhouse gas or other renewable energy or emission credits or offsets relating to the Assets or their operation with respect to any period of time. (i) Claims, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights of any kind in favor of anyone or all of Sellers relating to or arising out ofthe period prior to Closing related to Washington State sales taxes included in the Chargeable Costs, whether such refund is received as a payment or as a credit against future Washington State sales taxes. Any of the foregoing owned or otherwise held by an Affiliate of a Seller. Section 2.2 Excluded Assets.The Assets shall not include any of the assets properties, rights, Licenses, or contracts of Sellers not specifically enumerated in Section 2. above, all such other assets, properties, rights, Licenses, and contracts collectively constituting Excluded Assets;' including, without limitation , the following specifically enumerated Excluded 'Assets: (a) The fixtures, equipment and other personal property located at the Facilities comprising or constituting a part of the proprietary or specialized communications systems used by any or all of Sellers to communicate between and among their facilities or to transmit voltage and other control data and information utilized in any or all of Sellers transmission and distribution systems. (b) The distribution line (the "Distribution Line ) described on Schedule and the Distribution Line Easement described on Schedule 3. (c) Claims, choses in action, rights of recovery, rights of set-off, rights to refunds and similar rights of any kind in favor of anyone or all of Sellers relating to or arising out of the period prior to Closing, including, but not limited to, any refund related to real estate taxes paid prior to the Closing, whether such refund is received as a payment or as a credit Page 6 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT against future real estate or other taxes, excluding Washington State sales taxes included in the Chargeable Costs. (d) Subject to the provisions of Section 2.4 , all privileged or proprietary (to any or all of Sellers) materials, documents, information, media, methods, and processes owned by or licensed to any or all of Sellers and any and all rights to use same, including, without limitation, intangible assets of an intellectual property nature such as trademarks, service marks and trade names (whether or not registered), computer software that is proprietary to any or all Sellers, or the use of which under the pertinent license therefor is limited to operation by any or all of Sellers or their Affiliates or on equipment owned by any or all of Sellers or their Affiliates all promotional or marketing materials (including all marketing computer software), and any and all trade names under which Sellers or the Facilities prior to Closing have done business or offered programs, and all abbreviations and variations thereof. (e) The rights of any or all of Sellers under any insurance policy (it being understood, however, that Sellers will have no obligation to take any action under any such policy to seek any recovery except at the reasonable request, and at the sole expense, of Buyer or to continue any such policies in force except to the extent expressly set forth herein). (f) Any and all rights respecting computer and data processing hardware or fmnware that is proprietary to any or all of Sellers and any computer and data processing hardware or flID1ware, whether or not located at the Facilities, that is part of a computer system the central processing unit of which is not located at the Facilities. (g) Any and all data and infonnation pertaining to customers of Sellers or their Affiliates, whether or not located at the Facilities. (h) Miscellaneous assets, if any, identified by category on Schedule 2.2(h). which assets may have been utilized by Sellers in the ownership and operation of the Facilities but which are not intended to be included in the Assets and which are not otherwise enumerated above. (i) Subject to Section 5.3 respecting certain expenses incurred in connection with the transactions contemplated hereby, any of Sellers' or their Affiliates ' liabilities or obligations with respect to franchise taxes and with respect to foreign, federal, state or local taxes imposed upon or measured, in whole or in part, by the income for any period of Sellers or any member of any combined or consolidated group of companies of which any of Sellers are, or were at any time, a part, or with respect to interest, penalties or additions to any of such taxes and any income, franchise, tax recapture, transfer tax, sales tax or use tax that may arise upon consummation of the transactions contemplated hereby and be due from or payable by Sellers, it being understood that neither the LLC nor Buyer shall be deemed to be Sellers' transferee with respect to any such tax liability. Sellers may remove at any time or from time to time, up to 90 days following the Closing, any and all of the Excluded Assets from the Facilities (at Sellers' expense , but without charge by Buyer for storage), provided that Sellers shall do so in a manner that does not unduly or unnecessarily disrupt Buyer s nonnal business activities at the Facilities, and providedfurther P~O"P. 7 SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT that Excluded Assets may be retained at the Facilities pursuant to easements, licenses or similar arrangements retained by Sellers and described above or otherwise in the Schedules to this Agreement. Section 2.Facilities Purchase Price. (a) The Facilities purchase price shall be $7 570 373., which is PacifiCorp s net book value for the Facilities as of September 30, 2003 multiplied by 2.105 (as contemplated by Section 1.3(b) of the Management Agreement) ("Net Book Value ), adjusted for changes in such Net Book Value of the Facilities from September 30 2003 to the Closing Date (the "Facilities Purchase Price (b) The adjustment described in Section 2.3(a) ab9ve shall be determined in accordance with u.S. GAAP and FERC accounting guidelines. The Facilities Purchase Price as so adjusted shall be communicated by written notice to Buyer not less than ten (10) Business Days prior to the Closing. Buyer shall, or shall cause one or more Buyer Affiliates to, pay to Sellers the Facilities Purchase Price in cash at the Closing by wire transfer of immediately available funds in U.S. dollars to an account specified in writing by Sellers to Buyer. Sellers shall give Buyer written notice of the account for the wire transfer not later than the tenth (10th Business Day prior to the Closing Date. (c) PacifiCorp and Buyer agree that for all purposes, except Washington property taxes and Waslllngton sales taxes, the Facilities Purchase Price shall be allocated among the Assets in proportion to the Net Book Value as adjusted under this Section 2. Section 2.4 License of Non- Transferred Intangible Assets. Although trade names of Sellers are Excluded Assets, such names appear on certain of the Assets, such as certain fixtures and Equipment, and on supplies, materials, stationery and similar consumable items which may be on hand at the Facilities at the Closing. Notwithstanding that such names are Excluded Assets, the LLC, Buyer and any Buyer Affiliates shall be entitled to use such consumable items for a period of three (3) months following the Closing and shall have up to six (6) months following the Closing to remove such names from fixed Assets provided that none of such parties shall send correspondence or other materials to third parties on any stationery that contains a trade name or trademark of Sellers or any AffIliates of Sellers. Section 2.AssilIDIDent of Rights and Obligations to Buyer Affiliate. For purposes of this Agreement, the term Buyer Affiliate" shall refer to any Affiliate of Buyer to which any of Buyer s rights and obligations hereunder are assigned in compliance with the requirements of this Section. Notwithstanding any contrary provisions contained herein, the parties hereto agree that, prior to and after tl1e Closing, Buyer, in its sole discretion, may assign any or all of its rights and obligations arising under this Agreement or any other agreement contemplated hereby to one or more Buyer Affiliates provided that no such assignment shall relieve Buyer of any obligation or liability to Sellers hereunder or any other agreement contemplated hereby. Section 2.Assumption of Liabilities. Buyer agrees to assume all liabilities related to the Facilities including, but not limited to, the Assigned Contracts and the Safety Program after Closing; provided, however that the obligations set forth on Schedule 2.are not to be assumed Pa!!e 8 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT by Buyer and are to be released or otherwise discharged by Closing by Sellers pursuant to the tenns and conditions of this Agreement. Section 2.Water Flow Agreement.The Water Flow Agreement between Sellers and TransAlta Centralia Generation LLC dated May 4, 2000 is hereby extended to the Closing Date or date of tennination of this Agreement. ARTICLE ITI REPRESENTATIONS AND WARRANTIES OF SELLERS Sellers hereby represent and warrant to Buyer, as of the date hereof, as follows, except as set forth in Schedules numbered in relation to the Sections set forth below: Section 3.Authority and Enforceability. The execution, delivery and perfonnance of this Agreement and all other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors or other applicable governing body of each Seller; no other corporate act or corporate proceeding on the part of any Seller is necessary to authorize this Agreement or any other agreement contemplated hereby or the transactions contemplated hereby and thereby. This Agreement has been and other agreements contemplated hereby will be, as of the Closing duly executed and delivered by each of Sellers, and this Agreement constitutes and such other agreements when executed and delivered will constitute, a valid and binding obligation of Sellers, enforceable against Sellers in accordance with its tenns , except as it may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific perfonnance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. Section 3.No Breach or Conflict.Subject to the provisions of Sections 3.3(a) and 3 .3(b) below regarding private party and governmental consents, and except for any regulatory or licensing Laws applicable to the businesses and assets represented by the Facilities, the execution, delivery and performance by Sellers of this Agreement and any other agreements contemplated hereby do not: (a) conflict with or result in a breach of any of the provisions of the Articles of Incorporation or Bylaws or similar charter documents (the Charter Documents ) of Sellers; (b) contravene any Law presently in effect or cause the suspension or revocation of any License presently in effect, which affects or binds Sellers or any of their properties, except where such contravention, suspension or revocation will not have a Material Adverse Effect (as defined below) on the LLC Interests or the Assets and will not affect the validity or enforceability of this Agreement or any other agreement contemplated hereby or the validity of the transactions contemplated hereby and thereby; or (c) conflict with or result in a breach of or a default (with or without notice or lapse of time or both) under any material agreement or instrument to which Sellers are a party or by which they or any of their properties may be affected or bound, the effect of which conflict Page 9 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT breach, or default, either individually or in the aggregate, would be a Material Adverse Effect on the Assets or the LLC Interests. Section 3.A1Jprovals (a) Except as set forth on Schedule 3.3(a),the execution, delivery and performance by Sellers of this Agreement and any other agreements contemplated hereby (including the assignment of the non-governmental Assigned Contracts) do not require the authorization, consent or approval of any non-governmental third party of such a nature that the failure to obtain the same would have a Material Adverse Effect on the LLC Interests, the Assets or the Facilities substantially as they have heretofore operated. (b) Except as set forth on Schedule 3.3(b ),the execution, delivery and performance by Sellers of this Agreement and any other agreements contemplated hereby (including the assignment of any Assigned Contracts to which a Governmental Body is a party) do not require the authorization, consent, approval, certification, license or order of, or any filing, with, any court or Governmental Body of such a nature that the failure to obtain the same would have a Material Adverse Effect on the LLC Interests or the Assets. Section 3.4 Licenses. Except as set forth on Schedule 3.4,all Licenses necessary for the operation of the Facilities at the location and in the manner presently operated, related thereto in any material respect or required in order to consummate or perform the transactions contemplated under this Agreement are set forth on Schedule 2.1 (e).Except as identified on Schedule 3.4,all such Licenses are valid and in full force and effect and not subject to termination for default by notice or passage of time or both. Section 3.Compliance with Law. Except as set forth on Schedule 3.and except for the matters that are the subject of Sections 3.4 and 3.6 and the Schedules, if any, related thereto to Sellers' Knowledge, Sellers are in compliance in all material respects with all pertinent Laws and Licenses related to the ownership and operation of the LLC Interests or the Assets, other than violations that would not, individually or in the aggregate, have a Material Adverse Effect on the ownership, use or operation of the LLC Interests or the Assets or on the ability of Sellers to execute and deliver this Agreement or any other agreements contemplated hereby and consummate the transactions contemplated hereby and thereby. Section 3. Schedule 3. Hazardous Materials. To Sellers' Knowledge, except as disclosed on (a) There has not been a Release of Hazardous Material on or otherwise affecting the Assets (other than Releases involving de minimis quantities of Hazardous Materials) that: (i) constitutes an unremedied material violation of any Environmental Law by Sellers or by any third party if the effect of such violation by such third party imposes a current remediation obligation on the part of Sellers; (ii) currently imposes any material release- reporting obligations on Sellers under any Environmental Law that have not been or are not being complied with; or (iii) currently imposes any material clean-up or remediation obligations of Sellers under any Environmental Law. Page 10- SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (b) Sellers, during at least the last three (3) years, have complied, and currently are in compliance, in all material respects, with all Environmental Laws that govern the Assets; (c) Sellers have all material Licenses required under Environmental Laws for its operation of the Assets, are in compliance in all material respects with all such Licenses and during the three (3) year period preceding the date of this Agreement have not received any notice that: (i) any such existing Licensing will be revoked; or (ii) any pending application for any new such License or renewal of any existing Licensing will be denied; (d) Sellers have not received any currently outstanding written notice of any material proceedings, action, or other claim or liability arising under any Environmental Laws (including, without limitation, notice of potentially responsible party status under the Comprehensive Environmental Response, Compensation, and Liability Act, 42 u.S.C. gg 9601 et seq. or any state counterpart) ftom any Person or Governmental Body regarding the Assets; and (e) No portion of the Assets has ever contained an underground storage tank, surface impoundment or similar device used for the management of wastewater, or other waste management unit dedicated to the disposal, treatment, or long-term (greater than 90 days) storage of Hazardous Materials. Section 3.Title to Assets.Sellers have good, valid and marketable title to the LLC Interests and all tangible real and personal property included in the Assets to be sold, conveyed assigned, transferred and delivered to the LLC, Buyer or a Buyer Affiliate, as the case may be by Sellers, free and clear of all liens, charges, claims, pledges, security interests, equities licenses and encumbrances of any nature whatsoever, except for those created or allowed to be suffered by Buyer or such Buyer Affiliate and except for the following: (i) tlle lien of cunent taxes not delinquent, (ii) liens and encumbrances listed on Schedule 3,(the "Pernlitted Encumbrances ), (iii) such consents, authorizations approvals and Licenses referred to in Sections 3.3(a), 3.3(b) and 3.4, (iv) liens, charges, claims, pledges, security, interests, equities and encumbrances which will be discharged or released either prior to, or substantially simultaneously with, the Closing Date (and which Sellers will cause to be discharged or. released), and (v) the matters contained in the Assigned Contracts set forth on Schedule 2.Hd) and the Licenses set forth on Schedule l(e) Section 3.Contracts. Except for such matters which individually and in the aggregate do not have a Material Adverse Effect on the LLC Interests or the Assets, or except as otherwise disclosed on Schedule 3., to Sellers ' Knowledge (a) there is no liability to any third party by reason of the default by Sellers under any Assigned Contract, (b) Sellers have not received notice that any Person intends to cancel or tenninate any Assigned Contract nor are they otherwise subject to termination for default by notice or passage of time or both, and (c) all of the Assigned Contracts are in full force and effect; provided that notwithstanding clauses ( a), (b) and (c) of this Section 3., Sellers make no separate representation or warranty under this Section respecting compliance with the provisions of Laws generally, Hazardous Materials, title to or condition of property, Licenses, environmental conditions or Environmental Laws. Page 11 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Section 3.Litigation. Except for (a) ordinary, routine and non-material claims and litigation incidental to the businesses represented by the Assets (including, without limitation actions for negligence, workers' compensation claims and the like), (b) Governmental Body inspections and reviews customarily made of businesses such as those operated from the Facilities, (c) non-material proceedings before any Governmental Body, (d) proceedings before any Governmental Body that are contemplated by this Agreement (as set forth on Schedule 3(b)), and (e) as set forth on Schedule 3., there are no actions, suits, claims or proceedings pending, or to Sellers' Knowledge , threatened against or affecting the LLC Interests or the Assets or relating to the operations of the Assets, at law or in equity, or before or by any Governmental Body. Section 3.10 Brokers. No broker, finder, or investment banker is entitled to any brokerage, finder s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon any agreements or arrangements or commitments written or oral, made by or on behalf of Sellers. Section 3.11 Assets Used in the Operation of the Facilities. Except as delineated on Schedule 3., and except for the Excluded Assets, there are no material assets or properties that are used in the conduct of the operations of the Facilities that are owned by Sellers or that indivi4ually or in the aggregate are reasonably necessary for the operation of the Facilities currently operated by Sellers that are not included in the Assets. Section 3.12 Option RifdltS. Except as delineated on Schedule 3.12,none of the Persons constituting Sellers, nor to Sellers' Knowledge any other Person , retains any rights of fIrst refusal, option rights or other similar rights to purchase all or any portion of the LLC Interests or the Assets in connection with a contribution of the Assets to the LLC or a sale of the LLC Interests to Buyer pursuant to this Agreement. Section 3.13 LLC Interests. The LLC Interests that Sellers will transfer to Buyer at the Closing constitute Sellers' entire interest in the LLC and the Assets. Section 3.14 Liability. Prior to the Closing, the LLC has no direct or indirect liability, indebtedness, obligation, commitment, expense, claim, deficiency, liability for Taxes, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured, due or to become due or otherwise. Section 3.15 Liabilities. Except as otherwise disclosed in this Agreement or on the Schedules attached hereto, to Sellers' Knowledge, there are no other material liabilities associated with the Facilities. Section 3.16 Appurtenant Rights. Except as disclosed on Schedule 2.2(b ), no Seller has any Appurtenant Rights associated with the Facilities that are not being conveyed hereunder or have not been previously conveyed to Buyer or an Affiliate of Buyer. Sellers have at all times taken all reasonable measures, and shall continue to do so through the Closing, to protect and maintain the Appurtenant Rights associated with the Facilities. P"'CTP 1? ~KOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Section 3.17 Disregarded Entity. The LLC is and has at all times before and at Closing been a disregarded entity for federal income tax purposes and all applicable state income tax purposes. Section 3.18 Regulatory Status.Neither Avista nor PSE is, as of the date of this Agreement, a registered holding company under PUHCA or an Affiliate of such a company, and PacifiCorp has received (or will receive as of the Closing) all SEC approvals, if any, required under PUHCA to consummate the transactions contemplated by this Agreement. ARTICLE IV REPRESENT A TI 0 NS AND WARRANTIES OF BUYER Buyer hereby represents and warrants to Sellers, as of the date hereof, as follows, except as set forth in Schedules numbered in relation to the Sections set forth below: Section 4.Organization and Corporate Power.Buyer is a limited liability company dilly incorporated and validly existing under the Laws of, and is authorized to exercise its limited liability company powers, rights and privileges and is in good standing in, the State of Washington and has full corporate power to carryon its business as presently conducted and to own or lease and operate its properties and assets now owned or leased and operated by it and to perform the transactions on its part contemplated by this Agreement and all other agreements contemplated hereby. Section 4.2 Authority and Enforceability.The execution, delivery and performance of this Agreement and any other agreements contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the management committee or other applicable governing body of Buyer; no other corporate act or corporate proceeding on the part of Buyer is necessary to authorize this Agreement, any other agreement contemplated hereby, or the transactions contemplated hereby and thereby. This Agreement has been, and other agreements contemplated hereby will be, as of the Closing, duly executed and delivered by Buyer, and this Agreement constitutes, and such other agreements when executed and delivered will constitute, a valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as it may be limited by ban1cruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors rights generally and that the remedy of specific performance and injunctive and other forms equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. Section 4.No Breach or Conflict.Subject to the provisions of Sections 4.4(a) and 4.4(b) below regarding private party and governmental consents, and except for any regulatory or licensing Laws applicable to the businesses and assets represented by the Facilities, the execution, delivery and performance by Buyer and any Buyer Affiliate of this Agreement and any other agreements contemplated hereby do not: (a) conflict with or result in a breach of any of the provisions of the Charter Documents of Buyer or any Buyer Affiliate; p~p"e 13 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (b) contravene any Law presently in effect or cause the suspension or revocation of any License presently in effect, which affects or binds Buyer or any Buyer Affiliate or any of their material properties; or (c) conflict with or result in a breach of or default under any material agreement or instrument to which Buyer or any Buyer Affiliate is a party or by which it or they or any of their properties may be affected or bound. Section 4.4 Approvals (a) Except as set forth on Schedule 4.4(a), the execution, delivery and performance by Buyer and any Buyer Affiliate of this Agreement and any other agreement contemplated hereby do not require the authorization, consent or approval of any non- governmental third party. (b) Except as set forth on Schedule 4.4(b ),the execution, delivery and performance by Buyer and any Buyer Affiliate ofthis Agreement and any other agreement contemplated hereby do not require the authorization, consent, approval, certification, license or order of, or any filing with, any court or Governmental Body, to consummate the transactions contemplated hereby and to permit Buyer to acquire the LLC Interests and the LLC to acquire the Assets. Section 4.Liti2:ation.Except as set forth on Schedule 4.there are no actions, suits claims or proceedings pending, or to Buyer s Knowledge, threatened against Buyer or any Buyer Affiliate likely to impair the consummation of the transactions contemplated hereby or otherwise material to such transactions or to Buyer or any Buyer Affiliate, and Buyer is not aware of facts likely to give rise to such litigation. Section 4.Brokers. No broker, fmder, or investment banker is entitled to any brokerage, finder s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon any agreements or arrangements or commitments written or oral, made by or on behalf of Buyer. Section 4.Exculpation. BUYER AGREES THAT EXCEPT FOR THE REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, (i) THE ASSETS ARE BEING SOLD ON AN "AS IS" "WHERE IS" BASIS AND IN "WITH ALL FAULTS" CONDITION, (ii) WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SELLERS MAKE NO WRITTEN OR ORAL REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE FITNESS , CONDITION, MERCHANTABILITY, OR SUITABILITY OF THE ASSETS FOR ANY PARTICULAR PIJRPOSE OR THE OPERATION OF THE ASSETS BY BUYER, AND (iii) BUYER W AlVES ALL RIGHTS TO CONTRIBUTION, OFFSETS AND DAMAGES WHICH IN ANY MANN'ER RELATE TO THE COMPLIANCE OF THE FACILITIES WITH ANY LAWS. Section 4.Financing. Buyer has liquid capital or committed sources therefor sufficient to permit it and the pertinent Buyer Affiliates, if any, and the LLC to perform timely its or their obligations hereunder and under any other agreements contemplated hereby. D,,~.. 1 - ~1( nrnn TM rm TrX FACILITIES PURCHASE AND SALE AGREEMENT Section 4,No Knowledge of Sellers ' Breach . Buyer has no Knowledge of any breach of any representation or warranty by Sellers or of any other condition or circumstance that would excuse Buyer from its timely performance of its obligation hereunder. Buyer shall notify Sellers as promptly as practicable if any such information comes to its attention prior to Closing. Section 4.10 Qualified for Licenses.To Buyer s Knowledge, Buyer and any pertinent Buyer Affiliate and the LLC are, or by Closing will be, qualified to obtain any Licenses necessary for the operation by Buyer, such Buyer Affiliate or the LLC of the Facilities as of the Closing in substantially the same manner as the Facilities are presently operated by Sellers. Section 4.Buver Affiliate. (a) As of the Closing, each Buyer Affiliate will be an entity duly organized validly existing and in good standing under the Laws of its state of organization. Each Buyer Affiliate will at the Closing have all requisite power and authority to carry on its business as then conducted and to own or lease and operate its properties and assets then owned or leased and operated by it and to perform the transactions on its part contemplated by this Agreement and all other agreements contemplated hereby. (b) The governing body of each Buyer Affiliate and, if required, its shareholders or other owners, will have, by the date of the Closing, duly and effectively authorized (i) the purchase of the LLC Interests to be purchased by such Buyer Affiliate , and (ii) the execution, delivery and performance of this Agreement and any other agreements contemplated hereby and thereby to which such Buyer Affiliate is a party. No other organizational act or proceeding on the part of any Buyer Affiliate, its governing body or its shareholders or other owners will be necessary to authorize this Agreement or other agreement contemplated hereby and thereby or the transactions contemplated hereby and thereby. (c) This Agreement and all other agreements contemplated hereby and thereby to which any Buyer Affiliate is a party will, as of the Closing, be duly executed and delivered by each such Buyer Affiliate, and each such agreement, when executed and delivered will constitute, a valid and binding obligation of such Buyer Affiliate, enforceable against such Buyer Affiliate in accordance with its terms, except as it may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights generally and that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding may be brought. ARTICLE V COVENANTS OF EACH PARTY Section 5.Efforts to Close. (a) Reasonable Efforts. Subject to the terms and conditions herein provided including, without limitation, Articles 8 and 9 hereof, each of the parties hereto agrees to take all reasonable actions and to do all reasonable things necessary, proper or advisable under applicable Laws to consummate and make effective, as soon as reasonably practicable, the Pa2:e 15 - SKOOKlJMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT transactions contemplated hereby, including the satisfaction of all conditions thereto set forth herein. Such action shall also include, without limitation, exerting their reasonable efforts to obtain the consents, authorizations and approvals of all private parties and Governmental Bodies whose consent is reasonably necessary to effectuate the transactions contemplated hereby, and effecting all other necessary registrations and filings, Sellers shall cooperate with Buyer s efforts to obtain the requisite Licenses and regulatory consents, provided Sellers shall not be obligated to incur any liabilities or assume any obligations in connection therewith. Other than Buyer and Sellers ' obligations under Section 5., no party shall have any liability to the other parties if after using its reasonable commercial efforts, it is unable to obtain any consents, authorizations or approvals necessary for such party to consummate the transactions contemplated hereby. used herein, the terms "reasonable efforts" or "reasonable actlons do not include the provision of any consideration to any ~rd party, the commencement of litigation or the suffering of any economic detriment to a party s ongoing operations for the procurement of any such consent authorization or approval except for the costs ofgatllering and supplying data or other information or making any filings, the fees and expenses of counsel and consultants and the customary fees and charges of Governmental Bodies. Furthermore, Sellers and Buyer shall execute and deliver sl,1ch other agreements, documents and instruments as are required to be delivered by such party prior to Closing to effectuate the transactions contemplated by this Agreement. (b)Control Over Proceedings (i) All analyses, appearances, presentations, memoranda, briefs arguments, opinions and proposals made or submitted by or on behalf of any party before any Governmental Body (other than any governing board or other governing body of any of the publicly owned utility Sellers) in connection with the approval of the transactions contemplated hereby, or any other matter before any Governmental Body relating to the LLC Interests or the Assets shall be subject to the joint review of Buyer and Sellers, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analysis, appearance presentation, memorandum, brief, argument, opinion and proposal; provided that nothing will prevent a party from responding to a subpoena or other legal process as required by Law or submitting factual information in response to a request therefor. Each party will promptly provide the others with copies of all written communications from Governmental Bodies relating to the approval or disapproval ofthe transactions contemplated by this Agreement. Nothing in this Agreement shall limit Buyer s ability to intervene in regulatory proceedings related to the LLC Interests or the Assets. (ii) Notwithstanding the foregoing, Sellers shall not make any change in the Safety Program, which is attached hereto as Exhibit A, without Buyer s prior written consent (which Buyer shall not unreasonably withhold, condition or delay). Sellers wish to make a change in the Safety Program, they shall first propose the change to Buyer in writing. Buyer shall have ten (10) Business Days in which to disapprove of the proposed change by written notice to Sellers explaining Buyer s reasons for disapproving. If Buyer has not disapproved of the change within the ten (10) Business Day period, it shall be deemed approved. Page 16 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (iii) Notwithstanding the foregoing, to the extent that FERC requires a change in the Safety Program and such change was not sought by Sellers, Sellers shall have the right to implement such change in compliance with directives from FERC provided however Sellers shall promptly notify Buyer of such directives and shall allow Buyer to participate in any communication or proceedings related to the implementation of such change. Section 5.Post-Closing Cooperation. After the Closing, upon prior reasonable written request, each party shall cooperate with the other parties in furnishing records, infonnation, testimony and other assistance in connection with any inquiries, actions, audits proceedings or disputes involving any of the parties hereto (other than in connection with disputes betwe~n the parties hereto) and based upon contracts, arrangements or acts of Sellers which were in effect or occurred on or prior to Closing and which relate to the LLC Interests or the Assets, including, without limitation, arranging discussions with (and the calling as witness of) officers, directors, employees, agents, and representatives of the LLC, Buyer and any Buyer Affiliates. The requesting party shall in each instance be responsible for payment of any costs and expenses reasonably incurred by any other party in affording such cooperation, including any out-of-pocket expenses reasonably incurred by such party to third parties; provided, however that in no event shall the costs and expenses for which any such requesting party shall be liable include any wages or other benefits paid or provided by any such cooperating party to its officers, directors or employees. Section 5.Expenses. Whether or not the transactions contemplated hereby are consummated, except as otherwise provided in this Agreement, all costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby or thereby shall be paid by the party incurring such expenses except as follows: (a) O&M Costs.The "O&M Costs shall be equal to 100% of the Chargeable Costs incurred on or after May 4, 2002 until the Closing. "Chargeable Costs" shall have the san1e meaning given to that tenn in the Management Agreement between Sellers and TransAlta Centralia Generation LLC, dated May 4, 2000, which is hereby extended to the Closing Date or date of termination of this Agreement (the "Management Agreement" ); provided, however (i) Chargeable Costs shall also include Sellers' costs associated with the Safety Program to the extent such costs are incurred while the Management Agreement remains in effect, and (ii) except as otherwise provided in Section 5.3(a)(ii), the $300,000 annual cap on Chargeable Costs contemplated in Section 4.2 of the Management Agreement shall cease to apply effective on and after May 4, 2002. (i) O&M Costs Payment Due at Execution. Unless otherwise agreed to by PacifiCorp and Buyer in writing, on the execution date of this Agreement Buyer shall, or shall cause one or more Buyer Affiliates to, pay to PacifiCorp $477 067.46 (which is the total amount of the O&M Costs from May 4 2002 to September 30 2003) in cash by wire transfer of immediately available funds in u.S. dollars to an account specified in writing by PacifiCorp to Buyer. PacifiCorp shall give Buyer written notice of the account for the wire transfer not later than the tenth (10th) Business Day prior to the execution date of this Agreement. P::t!7e 17 SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (ii) O&M Costs Pavrnent Due at Closing or Termination. PacifiCorp will inform Buyer in writing, at least ten (10) Business Days prior to the Closing Date, or within ten (10) Business Days following the date of termination of this Agreement, as the case may be, of the amount ofO&M Costs PacifiCorp has incurred and received invoices for after September 30, 2003 that are not included in the O&M Costs payment due at execution under Section 5.3(a)(i). Buyer shall, or shall cause one or more Buyer Affiliates to, pay to PacifiCorp such amount in cash by wire transfer of immediately available funds in U.S. dollars not later than the Closing Date, or ten (10) Business Days following Buyer s receipt ofPacifiCorp s notice of the amount due after termination, as the case may be, to an account specified in writing by PacifiCorp to Buyer. PacifiCorp shall give Buyer written notice of the account for the wire transfer not later than the tenth (10th) Business Day prior to the Closing Date, or concurrently with PacifiCorp s notice of the amount due after termination, as the case may be. Notwithstanding the foregoing, this Agreement is terminated by Buyer or Sellers pursuant to Section 11.1 (b); by Buyer pursuant to Section 11.1 (c); by Buyer pursuant to Section 11.(d)(ii)(B); or by Buyer pursuant to Section 5.4, 8.6(b), 8.7(a) or 8. 7(b); then the $300,000 annual cap on Chargeable Costs contemplated in Section 4.2 of the Management Agreement shall be reinstated effective September 30,2003. (iii) O&M Costs Pavrnent Due Post-Closing or Post-Termination PacifiCorp will inform Buyer in writing, within 90 days after the Closing Date or date termination of this Agreement, of the amount ofO&M Costs PacifiCorp has incurred prior to the Closing Date or date of termination, and received invoices for prior to or after the Closing Date or date of termination, as the case maybe, that are not included in the O&M Costs payment due at Closing or termination under Section 5.3(a)(ii). Buyer shall or shall cause one or more Buyer Affiliates to, pay to PacifiCorp such amount in cash by wire transfer ofimm.ediately available funds in U.S. dollars not later than the tenth (10 Business Day after Buyer s receipt ofPacifiCorp s notice of the amount due, to an account specified in writing by PacifiCorp to Buyer. PacifiCorp shall give Buyer written notice ofthe account for the wire transfer not later than the tenth (1oth) Business Day prior to the Closing Date, or concurrently with PacifiCorp s notice of the amount due after termination, as the case may be. The payment schedule set out in Sections 5.3(a)(ii) and 5.3(a)(iii) is in lieu of the monthly invoicing and payment schedule contemplated by Sections 4.1 and 4.2 of the Management Agreement. (iv) SafetY Program.In order to comply with the Safety Program Sellers have determined to initiate actions necessary to implement the Safety Program. Until the Closing Date or date oftennination of this Agreement, PacifiCorp will use commercially reasonable efforts to negotiate and implement a reasonable Safety Program for the Facilities. Sellers will inform and consult with Buyer during the Safety Program on all matters related to the Safety Program including, costs and projected costs associated with the Safety Program, the schedule for the Safety Program, the scope of the Safety Program and correspondence with FERC. (v) O&M Costs Forecast.PacifiCorp shall make reasonable efforts to keep Buyer promptly informed about O&M Costs and shall provide Buyer with a three (3) month forecast ofO&M Costs expenditures updated on a monthly basis between T\- -- 10 C'Vf"\f'lVTThlfrmTrK FArJLTTIES PURCHASE AND SALE AGREEMENT execution of this Agreement and the Closing Date ("O&M Costs Forecast ). The first such three (3) month O&M Costs Forecast is attached hereto as Exhibit B.The O&M Costs Forecast shall include as a line item Sellers ' costs for designing and implementing the Safety Program during the period covered by the O&M Costs Forecast. Sellers shall not make O&M Costs expenditures in excess of 110% of the total amounts and schedules set forth in the O&M Costs Forecast without Buyer s prior written consent (which Buyer shall not unreasonably withhold, condition or delay). Buyer shall have the right to audit the O&M Costs Forecast and associated invoices , which right shall not be exercised more than once every six (6) months plus one audit prior to each payment contemplated by this Section 5.3(a). (b) Costs associated with a preliminary title report and a title insurance policy shall be borne by Sellers up to the costs that would have been incurred had the title policy been standard coverage policies of title insurance, and the remaining costs, if any, including costs for extended coverage, any endorsements and any survey shall be borne by Buyer. (c) Recording costs and charges respecting the transfer of the real property to the LLC (and escrow fees) will be borne one-half by Buyer and one-half by Sellers. (d) All fees and charges of Governmental Bodies shall be borne by the party incurring the fee or charge, except that all fees and charges of Governmental Bodies in connection with the transfer, issuance or authorization of any License shall be borne by Buyer. (e) All liabilities or obligations for Taxes in the nature of sales or use taxes or real estate excise taxes incurred as a result of the contribution of the Assets to the LLC or the sale of the LLC Interests hereunder to Buyer shall be borne by Buyer. (f) Each party will bear its own expenses in preparing regulatory filings and seeking required consents and approvals. (g) All costs of any "Phase r' and "Phase If' (if recommended by the Phase I) environmental site assessments to be conducted by Buyer s representatives and any additional environmental investigations shall be borne by Buyer. All such charges and expenses shall be promptly settled between the parties at the Closing or upon termination or expiration of further proceedings under this Agreement, or with respect to such charges and expenses not detennined as of such time, as soon thereafter as is reasonably practicable. Section 5.4 New Exceptions to Title. The Parties acknowledge receipt of a Commitment for Title Insurance issued by Stewart Title Guaranty Company (the "Title Insurer )(Cornmitment No. 108490-BJ) dated July 15 2003 (the "Title Report ). The Parties anticipate that after the date of this Agreement, the Title Insurer may issue a supplemental title report or reports (each, a "Supplemental Report ) with respect to the Owned Real Property. If a Supplemental Report discloses an exception to title that is not a Permitted Encumbrance and is not a monetary lien or an interest of Washington Irrigation and Development Company that is to be satisfied or removed by Sellers on or before the Closing Date (a New Exception ), Buyer Page 19 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT shall have 30 days after receipt of the Supplemental Report in which to notify Sellers in writing of Buyer s disapproval of any New Exception shown in the Supplemental Report. If Buyer fails to so notify Seller of its disapproval of any New Exception within such period, such exception shall be deemed a Permitted Encumbrance and set forth on Schedule 3.. If Buyer notifies Seller of it disapproval of one or more New Exceptions, Seller shall have sixty (60) days to (i) remove the disapproved exception( s) and proceed to Closing; or (ii) refuse to remove the disapproved exceptiones), in which case Buyer may elect to waive its objection and proceed to Closing or, if such exception would adversely affect the operation of the Facilities after Closing for their intended purposes, terminate this Agreement without liability to either Buyer or Sellers. This Section 5.4 sets forth Buyer s exclusive remedy with respect to any New Exception to title. ARTICLE VI ADDITIONAL COVENANTS OF SELLERS Sellers hereby additionally covenant, promise and agree as follows: Section 6.Access. PacifiCorp, on behalf of Sellers, will afford Buyer, and the counsel, accountants and other representatives of Buyer, reasonable access, throughout the period from the date hereofto the Closing Date or date of termination of this Agreement, to the Assets and the managerial and technical personnel associated therewith and all the properties books, contracts, commitments, and records included in the Assets which Sellers have in their possession or to which they have access in order to facilitate transition planning. Such access shall be afforded to Buyer after no less than 24 hours' prior written notice, during normal business hours and only in such manner as not to disturb or interfere with the normal operation of Sellers. PacifiCorp s covenants under this Section are made with the understanding that Buyer shall use all such information in compliance with all Laws. Notwithstanding the foregoing, Buyer acknowledges and agrees that Buyer s access to the books and records of the Assets shall not include access to, and PacifiCorp shall not have any obligation to deliver to Buyer, any information concerning any alleged dispute or any pending litigation, investigation or proceeding involving Sellers or their Affiliates that is protected by or subject to the attomey- client privilege, or the disclosure of which is restricted by an agreement entered into in connection with such dispute, litigation, investigation or proceeding or an order entered by any court. Section 6.Updating.Sellers shall notify Buyer of any changes or additions to any Sellers' Schedules to this Agreement with respect to the Assets by the delivery of updates thereof, if any, as of a reasonably current date prior to the Closing. No such updates made pursuant to this Section shall be deemed to cure an inaccuracy of any representation or warranty made in this Agreement as of the date hereof, unless Buyer specifically agrees thereto in writing nor shall any such notification be considered to constitute or give rise to a waiver by Buyer any condition set forth in this Agreement. Without limiting the generality oftl1e foregoing, Sellers shall notify Buyer promptly of the occurrence of any material casualty, physical damages destruction or physical loss respecting, or, to Sellers' Knowledge, material adverse change in the physical condition of, the Facilities, not including ordinary wear and tear and routine maintenance. Sellers will promptly report to Buyer with respect to matters and events that, to Sellers ' Knowledge , could have a Material Adverse Effect on the LLC Interests or the Assets and shall timely provide Buyer with copies of relevant documents and notices. Sellers shall consult P~p"f', 10 SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT and cooperate with Buyer in good faith in regard to such matters and events and incorporate Buyer s suggestions where they deem reasonably appropriate. Section 6.Conduct Pending Closin~.Prior to consummation of the transactions contemplated hereby or the tennination or expiration of this Agreement pursuant to its tenns unless Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except for actions taken pursuant to Assigned Contracts, or which are required by Law, License or arise from or are related to the anticipated transfer of the Assets or as otherwise contemplated by this Agreement or disclosed on Schedule 6.or another Schedule to this Agreement, Sellers shall: ( a) Operate and maintain the Assets in a workmanlike manner and only in the usual and ordinary course, materially consistent with practices followed prior to the execution this Agreement; (b) Except as required by their tenns, not amend, terminate, renew, or renegotiate any existing material Assigned Contract or. enter into any new Assigned Contract except in the ordinary course of business and consistent with practices of the recent past, or default (or take or omit to take any action that, with or without the giving of notice or passage of time, would constitute a default) in any of their obligations under any such contracts; (c) Not (i) sell, lease, transfer or dispose of, or make any contract for the sale lease, transfer or disposition of, the LLC Interests or any assets or properties which would be included in the Assets, other than sales in the ordinary course of business which would not individually, or in the aggregate, have a Material Adverse Effect upon the operations or value the Facilities or the LLC Interests; (ii) incur, assume, guaranty, or otherwise become liable in respect of any indebtedness for money borrowed which would result in the LLC or Buyer assuming such liability hereunder after the Closing; (iii) delay the payment and discharge of any liability because of the transactions contemplated hereby; or (iv) encumber or voluntarily subject to any lien any Asset or LLC Interest (except for Permitted Encumbrances); or (v) sell, lease transfer or dispose of, to any Seller or any Affiliate of any Seller, any LLC Interest or any assets or properties which would be included in the Assets, or remove any such assets or property to or for the benefit of any Seller or any Affiliate of any Seller; (d) Maintain in force and effect the material property and liability insurance policies related to the Assets; (e) Subject to Section 6., not take any action which would cause any Sellers ' representations and warranties set forth in Article 3 to be materially false as of the Closing; Provided that nothing in this Section shall (i) obligate Sellers to make expenditures other than in the ordinary course of business and consistent with good utility practices (including, without limitation, compliance with Laws, Licenses and Assigned Contracts) ofthe recent past or to otherwise suffer any economic detriment, (ii) preclude Sellers from paying, prepaying or otherwise satisfying any liability, (iii) preclude Sellers from incurring any liabilities or obligations to any third party in connection with obtaining such party s consent to any Page 21 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT transaction contemplated by this Agreement or any other agreement contemplated hereby, or (iv) preclude Sellers from instituting or completing any program designed to promote compliance or comply with Laws or other good business practices respecting the Facilities. Section 6.4 State PUC Determinations. Each of Avista, PacifiCorp and PSE shall seek a specific determination that allowing the Facilities to be an "eligible facility" within the meaning of Section 32(a)(2) ofPUHCA will (a) benefit consumers, (b) is in the public interest and (c) does not violate state Laws, from (x) each State PUC with jurisdiction over any of such Seller's rates or charges for, or in connection with, the construction of the Facilities, or for electric energy produced by the Facilities ( other than any portion of a rate or charge which represents recovery of the cost of a wholesale rate or charge for electric energy produced by the Facilities) that was in effect as of October 25 , 1992, and (y) if such Seller is an Affiliate of a registered holding company Under PUHCA, any other State PUC having jurisdiction over the rates and charges of the registered holding company s Affiliates. Section 6.Disregarded Entity Documentation. Sellers shall, promptly and timely after the Closing, deliver to Buyer a copy of the notification received from the Internal Revenue Service approving the classification of the LLC as a disregarded entity, as contemplated in Section 3.17. ARTICLE VII ADDITIONAL COVENANTS OF BUYER Section 7.Resale Certificate. Buyer agrees, and will cause each Buyer Affiliate, to furnish to Sellers any resale certificate or certificates or other similar documents reasonably requested by Sellers to comply with pertinent sales and use tax Laws. Section 7.Conduct Pending Closing. Prior to consummation of the transactions contemplated hereby or the termination or expiration of this Agreement pursuant to its terms unless Sellers shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except for actions which are required by Law or arise from or are related to the anticipated transfer of the LLC Interests and the Assets, Buyer shall not take any action which would cause any of Buyer s representations and warranties set forth in Article 4 to be materially false as of the Closing. Section 7.EWG Application. Buyer shall, either prior to the Closing, concurrently with the Closing or promptly and timely after the Closing (as appropriate), file with FERC with respect to the LLC Interests and the Assets (i) an exempt wholesale generator application, and (ii) a qualifying facility self certification; provided, however Closing shall not await any decision or further action by FERC. ARTICLE VIII BUYER'S CONDITIONS TO CLOSING The obligations of Buyer to consummate the transactions contemplated with respect to the LLC Interests and the Facilities shall be subject to fulfillment at or prior to the Closing of the following conditions, unless Buyer waives in writing such fulfillment. Page 22 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Section 8.Performance of Agreement.Except for such matters which individually and in the aggregate do not have a Material Adverse Effect on the Facilities or on the Assets or the LLC Interests, Sellers shall have performed in all material respects their agreements and obligations contained in this Agreement required to be performed on or prior to the Closing, Section 8.Accuracy of Representations and Warranties. The representations and warranties of Sellers set forth in Article 3 of this Agreement shall be true in all material respects as to the Assets or the LLC Interests in question and as ofthe date of this Agreement (unless the inaccuracy or inaccuracies which would otherwise result in a failure of this condition have been cured as of the Closing) and as of the Closing (as updated by the revising of Schedules contemplated by Section 6.2) as if made as of such time, provided that any such update shall not have disclosed any change in the physical condition, ownership, or transferability of the Assets or the LLC Interests that would have a Material Adverse Effect on the Assets or the LLC Interests. Section 8.Officers' Certificate . Buyer shall have received from Sellers an officers certificate, executed on behalf of each Seller by its chief executive officer, president, vice president, chief financial officer or treasurer (in his or her capacity as such) dated the Closing Date and stating that to the Knowledge of such individual, the conditions in Sections 8.1 and 8. above have been met with respect to such Seller. Section 8.4 Approvals. All approvals, consents, authorizations and waivers from Governmental Bodies (as delineated on Schedules 3.3(b) and 4.4(b))and all approvals, consents authorizations and waivers from other third parties (collectively "Approvals ) required for Sellers to transfer the Assets to the LLC and for Buyer to purchase the LLC Interests and operate the Facilities materially in accordance with the manner in which they were operated by Sellers prior to the Closing, shall have been obtained and (if Buyer is affected by any such approval) shall be in form and substance (including the regulatory treatment and fmancial impacts thereof on Buyer) satisfactory to Buyer in its reasonable discretion. Section 8.No Restraint. There shall be no: (a) Injunction, restraining order or order of any nature issued by any court of competent jurisdiction or Governmental Body which directs that the transactions contemplated hereby shall not be consummated as herein provided or compels or would compel Buyer to dispose of or discontinue, or materially restrict the operations of, the Facilities or any significant portion of the Assets with respect thereto or the LLC Interests as a result of the consummation of the transactions contemplated hereby; (b) Suit, action or other proceeding by any Governmental Body pending or threatened (pursuant to a written notification), wherein such complainant seeks the restraint or prohibition of the consummation of the transactions contemplated hereby or seeks to compel, or such complainant's actions would compel , Buyer to dispose of or discontinue, or materially restrict the operations of, the Facilities or any significant portion of the Assets or the LLC Interests as a result of the consummation of the transactions contemplated hereby; or Page 23 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (c) Action taken, or Law enacted, promulgated or deemed applicable to the transactions contemplated hereby, by any Governmental Body which would render the purchase and sale of the LLC Interests illegal or which would threaten the imposition of any penalty or material economic detriment upon Buyer if such purchase and sale were consummated; Provided that the parties shall use their reasonable efforts to litigate against, and to obtain the lifting of, any such injunction, restraining or other order, restraint, prohibition, action, suit, Law or penalty. Section 8.Title Insurance. (a) Title Policy. The commitment by the Title Insurer (or an Affiliate thereof) or other title company mutually acceptable to the parties to issue at regular rates ALTA owner , or lessee , as the case may be, extended coverage policy oftitIe insurance (1990 Form B) in the coverage amount of$3 800 000.00 (the "Title Policv ), with the general survey and creditors' rights exceptions removed , showing title to such interests in such real property vested in the LLC. Such Title Policy shall show title vested in the LLC, subject only to tile Permitted Encumbrances. (b) Evidence of Commitment.The commitment of the Title Insurer to issue the Title Policy shall be evidenced either by the issuance thereof at the Closing or by the Title Insurer s delivery of written commitments or binders, dated as of the Closing, to issue such Title Policy within a reasonable time after the Closing Date, subject to actual transfer of the real property in question. If the Title Insurer is unwilling to issue any such Title Policy, it shall be required to provide Buyer and Sellers, in writing, notice setting forth the reason(s) for such unwillingness as soon as practicable. Sellers shall have the right to seek to cure any defect which is the reason for such unwillingness, and to extend the Closing and the Tennination Date, if necessary, for a period of up to ten (10) Business Days to provide to Sellers the opportunity to cure. In the event that, despite Sellers' efforts to cure , the Title Insurer remains unwilling to issue any such Title Policy on the Closing Date (as may be extended as provided herein), then Buyer, at its option, may terminate this Agreement. Notwithstanding the foregoing, Buyer or the pertinent Buyer Affiliate may accept such title to any such property interests as Sellers may be able to convey, and such title insurance with respect to the same as the Title Insurer is willing to issue, in which case such interests shall be conveyed as part of tlle Assets without reduction the Facilities Purchase Price or any credit or allowance against the same and without any other liability on the part of Sellers. Section 8.Casualty: Condemnation (a) Casualty. If any part of the Faciliti~s is damaged or destroyed (whether by fire, theft, vandalism or other casualty) in whole or in part prior to the Closing, and the Net Book Value of the damaged or destroyed Assets or the cost of repair ofthe Assets that were damaged or destroyed is less than 15 percent of the aggregate Facilities Purchase Price, Sellers shall, at their option, eitIler (i) reduce the Facilities Purchase Price by the lesser of the Net Book Value the Assets damaged or destroyed (such value to be determined as of the date immediately prior to such damage or destruction), or the estimated cost to repair or restore the same, (ii) upon the Closing, transfer the proceeds or the rights to the proceeds of applicable insurance to Buyer D...,.,... ')4- ~T(()()KT TMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT provided that the proceeds or the rights to the proceeds are obtainable without delay and are sufficient to fully restore the damaged or destroyed Assets, or (iii) repair or restore such damaged or destroyed Assets and, at Sellers' election , delay the Closing and the Termination Date for a reasonable time necessary to accomplish the same. If any part of the Assets related to the Facilities are damaged or destroyed (whether by fire, theft, vandalism or other cause or casualty) in whole or in part prior to the Closing and the lesser of the Net Book Value of such Assets or the cost of repair is greater than 15 percent of the aggregate Facilities Purchase Price, then Buyer may elect to tenninate this Agreement or require Sellers upon the Closing to transfer the proceeds (or the right to the proceeds) of applicable insurance to Buyer and Buyer may restore or repair the Assets. (b) Condemnation.From the date hereof until the Closing, in the event that any material portion of the Facilities becomes subject to or is threatened with any condemnation or eminent domain proceedings, then Buyer, at its option, may, (i) if such condemnation, if successful, would not practically preclude the operation of the balance of the Facilities for the purposes for which it was intended, elect to terminate this Agreement with respect only to that part which is condemned or threatened to be condemned with a reduction in the Facilities Purchase Price determined as provided in Section 8.7(a) above, or (ii) if such condemnation, if successful, would practically preclude the operation of the balance of the Facilities for purposes for which it is intended, elect to terminate this Agreement. Section 8.Receipt of Other Documents.Buyer shall have received the following: (a) Copies of all current Licenses relevant to operation of the Facilities and all third party and Governmental Body consents, permits and authorizations that Sellers have received in connection with this Agreement and any other agreement contemplated hereby and the transactions contemplated hereby and thereby to occur at the Closing; and (b) All other documents, instruments and writings required to be delivered to Buyer at or prior to Closing pursuant to the Agreement and such other certificates- of authority and documents as Buyer reasonably requests. Section 8.All Sellers. All of the Persons constituting Sellers shall have delivered all documents, instruments and writings required to be delivered to Buyer at or prior to Closing pursuant to this Agreement and none of the Persons constituting Sellers shall have retained any rights, title or interest in any of the Assets or the LLC Interests except for the Excluded Assets. Section 8.10 Material Adverse Effect.There shall not have been an impairment of any Asset or the LLC Interests, as a result of a degradation of its physical condition, a change in Law, a change to, modification in or amendment to (by order or otherwise) any License, or a provision of any Approval that could reasonably be expected to have a Material Adverse Effect on the LLC Interests or Buyer s ability to operate the Facilities. Section 8.11 LLC Contribution. Sellers shall have contributed, transferred, conveyed and assigned all rights, title and interest in the Assets to the LLC in a manner and in form and substance reasonably satisfactory to Buyer. P::I!Te 25 SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT ARTICLE IX SELLERS' CONDITIONS TO CLOSING The obligations of Sellers to consummate the transactions contemplated hereby with respect to the LLC Interests and the Facilities shall be subject to the fulfillment at or prior to the Closing of the following conditions, unless Sellers waive in writing such fulfillment. Section 9.Performance of Agreement.Buyer shall have perfonned in all material respects its agreements and obligations contained in this Agreement required to be performed on or prior to the Closing. Section 9.Accuracy of Reuresentations and Warranties. The representations and warranties of Buyer set forth in Article 4 of this Agreement shall be true in all material respects as of the date of this Agreement (unless the inaccuracy or inaccuracies which would otherwise result in a failure of this condition have been cured by the Closing) and as of the Closing as if made as of such time. Section 9.Officers' Certificate. Sellers shall have received from Buyer an officers certificate, executed on Buyer s behalfby its chief executive officer, president, chief financial officer or treasurer (in his or her capacity as such) dated the Closing Date and stating that to the Knowledge of such individual, the conditions in Sections 9.1 and 9.2 above have been met. Section 9.4 Approvals. All approvals, consents, authorizations and waivers from Govenunental Bodies as delineated on Schedule 3.3(b)shall have be~n obtained in form and sup stance (including the regulatory trea1:rnent and financi~ impacts thereof) satisfactory to each Sel:1:er affected by any such approval in its reasonable discretion: All approvals, consents authorizations and waivers from other third parties required for Sellers to transfer the Assets to the LLC and for Buyer to purchase the LLC Interests shall have been obtained. Section 9.No Restraint. There shall be no: (a) Injunction, restraining order or order of any nature issued by any court competent jurisdiction or Governmental Body which directs that the transactions contemplated hereby shall not be consummated as herein provided; (b) Suit, action or other proceeding by any Governmental Body pending or threatened (pursuant to a written notification), wherein such complainant seeks the restraint or prohibition of the consummation of the transactions contemplated hereby or otherwise constrains consummation of such transactions on the terms contemplated herein; or (c) Action taken, or Law enacted, promulgated or deemed applicable to the transactions contemplated hereby, by any Governmental Body which would render the purchase and sale of the LLC Interests, the Facilities and related Assets illegal or which ~ould threaten the imposition of any penalty or material economic detriment upon Sellers if such transactions were consummated; Pa2:e 26 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Provided that the parties will use their reasonable efforts to litigate against, and to obtain the lifting of, any such injunction, restraining or other order, restraint, prohibition, action, suit, Lawor penalty. Section 9.Receipt of Other Documents. Sellers shall have received the following: (a) Copies of all current Licenses of Buyer and each pertinent Buyer Affiliate relevant to operation ofthe Facilities and all third party and Governmental Body consents permits and authorizations that Buyer and each pertinent Buyer Affiliate has received in connection with this Agreement and any other agreements contemplated hereby; and (b) All other documents, instruments and writings required to be delivered to Sellers at or prior to. Closing pursuant to this Agreement and such other certificates of authority and documents as Sellers reasonably request. ARTICLE X CLOSING Section 10.LLC Transaction. If, as of the first day that the Closing may occur pursuant to Section 10., the Washington Ruling has been issued, immediately prior to the Closing Sellers shall, and shall cause the LLC to, take all actions necessary to consummate, and shall consummate, the transactions described in the Washington Ruling in order to allow Buyer to obtain the Washington State sales tax benefits contemplated thereby (collectively, the "LLC Transaction ), Without limiting the generality of the foregoing, the parties agree that immediately prior to the Closing, all of the Assets will be contributed by Sellers to the LLC in exchange for all the membership interests in the LLC. If at such time the Washington Ruling has not issued, the parties shall promptly negotiate in good faith amendments to this Agreement that will provide for the conveyance of the Assets by Sellers directly to Buyer with such amended Agreement being substantially in the form of this Agreement. The parties will endeavor to execute such amended Agreement prior to the last date the Closing may occur pursuant to Section 10.2. In no event, however, shall the failure of the Washington Ruling to timely issue or the failure of the parties to amend this Agreement be a condition to Closing hereunder, Section 10.2 Closing. Subject to the terms and conditions hereof, the consummation of the transactions contemplated hereby (the "Closing ) shall occur at the offices of Stoel Rives LLC in Seattle, Washington, or a mutually agreeable place or places within five (5) Business Days after all of the conditions set forth in Article 8 and Article 9 hereof have been satisfied or waived or at such other time as the parties may agree, but in no event later than the Termination Date set forth in Section 11.1 (d). The date on which the Closing actually occurs is referred to herein as the "Closing: Date " The Closing shall be effective for all purposes at 11 :59 p. Pacific Time, on the Closing Date. At the Closing and subject to the terms and conditions of this Agreement, the following will occur: (a) Deliveries by Sellers. Sellers shall deliver to the LLC such instruments of transfer and conveyance properly executed and acknowledged by Sellers in customary form mutually agreed to by Sellers and Buyer necessary to transfer to and vest in the LLC all of Page 27 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Sellers ' rights, title and interest in and to the Assets or which may be required by the Title Insurer, including, without limitation: (i)B ills of sale and assignment in respect of the Assets; (ii) Special Warranty Deeds in the form attached as Exhibit C properly executed and acknowledged by Sellers with respect to each of the Owned Real Property included in the Assets, and related excise tax affidavits executed by both Sellers and Buyer (provided that Seller shall not be required to deliver Statutory Warranty Deeds or Statutory Bargain and Sale Deeds); (iii) Assignment and assumption agreements properly executed and acknowledged by Sellers with respect to each Assigned Contract included in the Assets; (iv) Instruments of transfer, sufficient to transfer personal property interests that are included in the Assets but not otherwise transferred by the bills of sale and assignment referred to in clause (i) above, properly executed and acknowledged in the form customarily used in commercial transactions in Washington; and (v) Possession of the Assets which shall include, without limitation keys, codes, passcodes and/or combinations to all locks and vehicles. (b)Sellers shall deliver to Buyer an assignment of all of the interests in the LLC. (c) Sellers shall deliver to Buyer a copy of Form 8832 as filed with the Internal Revenue Service (regarding the classification of the LLC as a disregarded entity), as contemplated in Section 3.17. (d) Deliveries by Buyer.Buyer shall, or shall cause Buyer Affiliates to deliver to Sellers immediately available funds, by way of wire transfer to an account or account designated by Sellers, in an aggregate amount equal to the Facilities Purchase Price and such instruments of assumption properly executed and acknowledged by Buyer and the pertinent Buyer Affiliates in customary form mutually agreed to by Buyer and Sellers necessary for Buyer to assume the liabilities described in Section 2., including, without limitation: (i) Assignment and assumption agreements properly executed and acknowledged by Buyer and the pertinent Buyer Affiliates with respect to each Assigned Contract included in the Assets; and (ii)An assumption agreement or assumption agreements in favor of Sellers. Section 10.Escrow.If either Buyer or Sellers desire to consummate the Closing through an escrow, an escrow shallbe opened with, and the escrow agent shall be, the Title Insurer or an Affiliate thereof (the "Escrow Agent ), by depositing a fully executed copy ofthis Agreement with the Escrow Agent to serve as escrow instructions. This Agreement shall be considered the primary escrow instructions between the parties, but the parties shall execute such Page 28 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT additional standard escrow instructions as the Escrow Agent shall require in order to clari fy the duties and responsibilities of the Escrow Agent. In addition, prior to the Closing the parties shall provide the Escrow Agent with an estimated closing statement setting forth the parties' best estimate of all of the closing costs to be paid by the parties. Witllln 30 days after the Closing Date, Escrow Agent shall prepare a fmal closing statement reflecting the actual final closing costs and provide it to Buyers and Sellers for review. Any adjustments required pursuant to the final closing statement shall be paid by the owing party within 45 days after the Closing Date. the event of any conflict between this Agreement and such additional standard escrow instructions, this Agreement shall prevail. If the Closing is to be consummated through the Escrow Agent, the parties shall deliver the funds, instruments of sale, assignment, conveyance and assumption called for by Section 10.2 to the Escrow Agent, and on the Closing Date, the Escrow Agent shall close the escrow by: (a) Causing the deeds for the Owned Real Property and any other documents which the parties may mutually designate to be recorded in the official records of the appropriate counties in which the pertinent Assets are located; (b) Delivering to Sellers by wire transfer of immediately available funds, to an account or accounts designated by Sellers, the amounts called for in Section 10.2; and (c) Delivering to Buyer or Sellers, as the case may be, the other instruments referred to in Section 10. Section 10.4 Prorations. Items of expense and income (if any) affecting the Assets that are customarily prorated, including, without limitation, real and personal property taxes and assessments, utility charges, charges arising under leases, insurance premiums, and the like, shall be prorated between Sellers and Buyer and the pertinent Buyer Affiliates as ofthe Closing Date. ARTICLE XI TERMINATION Section 11.1 Termination. In addition to any other rights oftennination set forth in this Agreement, any transactions contemplated hereby that have not been c;onsummated may be tenninated: (a)At any time, by mutual written consent of Sellers and Buyer; or (b) By either Buyer or Sellers, as the case may be, upon 30 days ' written notice given any time after (i) the issuance of an order by a Governmental Body in a manner that fails to meet the conditions of the tenninating party set forth in Sections 8.4 or 9.4, as the case may be, or (ii) 270 days have elapsed from the filing after the date hereof of all applications for approval of this Agreement and the transactions contemplated hereby by Governmental Bodies and a final order has not been obtained with respect to each such application, it being understood that such 270-day period shall not include any period after such order during which applications for rehearing or modification or judicial appeals or remedies are pending; or (c) By one party upon written notice to the other if there has been a material default or breach under this Agreement by another party which is not cured by the earlier of the Page 29 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Closing Date or the date 30 days after receipt by the other party of written notice from the terminating party specifying with particularity such breach or default; or (d) By either Buyer or Sellers upon written notice to the other party, if (i) the Closing shall not have occurred by the Termination Date; or (ii) (A) in the case of termination by Sellers, the conditions set forth in Article 9 for the Closing cannot reasonably be met by the Termination Date and (B) in the case of termination by Buyer, the conditions set forth in Article 8 for the Closing cannot reasonably be met by the Termination Date, unless in either of the cases described in clauses (A) or (B), the failure of the condition is the result of the material breach this Agreement by the party seeking to terminate. The Termination Date for the Closing shall be the date that is twelve (12) months from the date hereof. Such date, or such later date as may be specifically provided for in this Agreement (including any date arising under operation of Sections 8.6 and 8.7(a) hereof) or agreed upon by the parties, is herein referred to as the Termination Date " Each party's right of termination hereunder is in addition to any other rights it may have hereunder or otherwise; or (e) By Buyer, upon written notice to Sellers not later than ten (10) Business Days prior to the Closing Date, if Buyer has reasonably determined that the Safety Program will result in required seismic or other safety modifications to the Facilities that exceed $14 000 000. Such written notice will include a reasonably detailed explanation as to why Buyer believes costs of seismic or other safety modifications will exceed $14 000 000, together with supporting evidence (including copies of consultants reports) for that conclusion. The parties shall, within 30 days after the date of such notice, meet in good faith to discuss Buyer s notice. If Buyer has properly given notice, does not waive the objection and the parties do not, for any reason, enter into a written modification within the 30 day period, Buyer may elect to tenninate this Agreement upon written notice to Sellers within five (5) days after the end of such period. Buyer terminates pursuant to this provision, Sellers shall have no further obligation to Buyer for maintenance or operation of the Facilities. Section 11.2 Effect of Termination. If there has been a termination pursuant to Section 11.1 or pursuant to any other provisions of this Agreement, then this Agreement shall be deemed terminated, and all further obligations of the parties hereunder shall terminate, except that the obligations set forth in Section 5.3 and in Articles 12 and 13 9 shall survive. In the event of such tennination of this Agreement, there shall be no liability for damages on the part of a party to another under and by reason of this Agreement or the transactions contemplated hereby except as set forth in Article 12 and except for intentionally fraudulent acts by a party, the remedies for which shall not be limited by the provisions of this Agreement. The foregoing provisions shall not, however, limit or restrict the availability of specific performance or other injunctive or equitable relief to the extent that specific performance or such other relief would otherwise be available to a party hereunder. Section 11.Modification of Terms. In the event any Govemmental Body entertains as an alternative to approval of this Agreement and any other agreement contemplated hereby, any proposal of one or more third parties to acquire the Facilities from Sellers on tenns and conditions that include a higher purchase price than the Facilities Purchase Price set forth herein and such terms and conditions are acceptable to Sellers, then and in that event, subject to such restrictions and requirements as such Governmental Body may impose upon Sellers, Sellers shall Page 30 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT exercise their best efforts to afford to Buyer the right to enter into appropriate amendments and modifications of this Agreement to match such proposed alternate terms and conditions. Buyer shall be entitled to exercise such right by delivery of written notice thereof to Sellers within three (3) Business Days after its receipt of written notice from Sellers that, in Sellers' good faith belief the proposals of such third party or parties makes it unlikely that such Governmental Body will approve this Agreement and the transactions contemplated hereby in a timely fashion and that the alternate terms and conditions are acceptable to Sellers. If such right is not exercised and such Governmental Body proceeds to decline to grant its approval, the termination provisions of Section 11.1 shall apply. ARTICLE XII SURVIVAL AND REMEDIES; INDEMNIFICATION Section 12.Survival.Except as may be otherwise expressly set forth in this Agreement, the representations, warranties, covenants and agreements of Buyer and Sellers set forth in this Agreement, or in any writing required to be delivered in connection with this Agreement, shall survive the Closing Date. Section 12.Exclusive Remedy. Absent intentional fraud or unless otherwise specifically provided herein, the sole exclusive remedy for damages of a party hereto for any breach of the representations, warranties, covenants and agreements ofthe other party contained in this Agreement shall be the remedies contained in this Article 12. Section 12.3 Indemnity by Sellers (a) Sellers shall indemnify and hold harmless the LLC (from and after the Closing), Buyer, each Buyer Affiliate, and each Affiliate of Buyer or any Buyer Affiliate from and against any and all claims, demands, suits, losses, liabilities, damages and expenses including reasonable attorneys ' fees and costs of investigation , litigation, settlement and judgment, and including any costs and expenses incurred by any such Indemnitee as a result or arising out of any obligation or election (whether arising out of or in connection with any Law any contract, any Charter Document, or otherwise) of any such Indemnitee to indemnify its directors, officers, attorneys, employees, subcontractors, agents and assigns (collectively Losses ), which they or any of them may sustain or suffer or to which they or any of them may become subject as a result of: (i) The inaccuracy of any representation or the breach of any warranty made by Sellers in this Agreement; and (ii) The nonperformance or breach of any covenant or agreement made or undertaken by Sellers in this Agreement. (b) The indemnification obligations of Sellers provided above shall, in addition to the qualifications and conditions set forth in Sections 12.5 and 12., be subject to the following qualifications with respect to claims of indemnity for Losses: (i) Written notice to Sellers of such claim specifying the basis thereof must be made, or an action at law or in equity with respect to such claim must be served Page 31 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT before the second (2nd) anniversary of the earlier to occur of the Closing Date or the date on which this Agreement is terminated, as the case may be; (ii) If the Closing occurs, the LLC, Buyer, Buyer Affiliates and their respective Affiliates shall be entitled only to recover the amount by which the aggregate Losses sustained or suffered by them exceed $500 000 (the "Deductible Amount provided, however that individual claims of$5 000 or less shall not be aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount and Buyer shall be entitled to recover on a dollar for dollar basis all claims for Losses covered under insurance maintained by Sellers; and (iii) lithe. Closing occurs, in no event shall Sellers and their Affiliates be liable to the LLC, Buyer, Buyer Affiliates and their respective Affiliates for Losses the nature of consequential damages, incidental damages, indirect damages, punitive damages, special damages, lost profits, damage to reputation or the like, but such damages shall be limited to out-of-pocket Losses and diminution in value; provided, however that damages for all Losses shall be limited to an aggregate limit under this Agreement equal to the Facilities Purchase Price. (c) The liability of Sellers under this Agreement shall be several and not joint or collective and no individual Seller shall be jointly or severally liable for the acts, omissions or obligations of any other Seller. Section 12.4 Indemnity bv Buver. (a) Buyer shall indemnify and hold harmless Sellers and each of them, and each Affiliate of Sellers or any of them, from and against any and all Losses which they or any of them may sustain or suffer or to which they may become subject as a result of: (i) The inaccuracy of any representation or the breach of any warranty made by Buyer in this Agreement; (ii) The nonperformance or breach of any covenant or agreement made or undertaken by Buyer in this Agreement; and (iii) Ifthe Closing occurs, the failure of the LLC or Buyer to pay, discharge or perform as and when due. (b) The indemnification obligations of Buyer provided above shall, in addition to the qualifications and conditions set forth in Sections 12.5 and 12., be subject to the following qualifications: (i) Sellers and their Affiliates shall not be entitled to indemnity for Losses unless written notice to Buyer of such claim specifying the basis thereof is made or an action at law or in equity with respect to such claim is served, before the second (2nd) anniversary of the earlier to occur of the Closing Date or the date on which this Agreement is terminated, as the case may be; Pa!!e 32 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (ii) If the Closing occurs, Sellers and their Affiliates shall be entitled only to recover the amount by which the aggregate Losses suffered or sustained by them exceed the Deductible Amount provided, however that individual claims of $5 000 or less shall not be aggregated for purposes of calculating either the Deductible Amount or the excess of Losses over the Deductible Amount; and (iii) If the Closing occurs, in no event shall the LLC, Buyer and its Affiliates be liable to Sellers or their respective Affiliates for Losses in the nature of consequential damages, incidental damages, indirect damages, punitive damages, special damages, lost profits, damage to reputation or the like, but such damages shall be limited to out-of-pocket Losses and diminution in value; provided, however that all Losses shall be limited to an aggregate limit under this Agreement equal to the Facilities Purchase Price. Section 12.Further Qualifications Respectin!? Indemnification. The right of a party (an "Indemnitee ) to indemnity hereunder shall be subject to the following additional qualifications: (a) The Indemnitee shall promptly upon its discovery of facts or circumstances giving rise to a claim for indemnification, including receipt by it of notice of any demand, assertion, claim, action or proceeding, judicial, governmental or otherwise, by any third party (such third party actions being collectively referred to herein as Third Party Claims give notice thereofto the indemnifying party (the Indemnitor ), such notice in any event to be given within 60 days from the date the Indemnitee obtains actual knowledge of the basis or alleged basis for the right of indemnity or such shorter period as may be necessary to avoid material prejudice to the Indemnitor provided, however the failure to provide or timely provide the Indemnitor with notice of any Third Party Claim shall only affect the Indemnitee s rights to indemnification to the extent that the Indemnitor is materially prejudiced as a result of the Indemnitee s failure to give timely notice of such Third Party Claim; and (b) In computing Losses, such amounts shall be computed net of any related recoveries to which the Indemnitee is entitled under insurance policies, or other related payments received or receivable ITom third parties, and net of any tax benefits actually received by the Indemnitee or for which it is eligible, taking into account the income tax treatment of the receipt of indemnification. Section 12.Procedures Respecting Third Party Claims. In providing notice to the Indemnitor of any Third Party Claim (the "Claim Notice ), the Indemnitee shall provide the Indemnitor with a copy of such Third Party Claim or other documents received and shan otherwise make available to the Indemnitor all relevant information material to the defense such claim and within the Indemnitee s possession. The Indemnitor shall have the right, by notice given to the Indemnitee within 15 days after the date of the Claim Notice, to assume and control the defense of the Third Party Claim that is the subject of such Claim Notice, including the employment of counsel selected by the Indemnitor after consultation with the Indemnitee and the Indemnitor shall pay all expenses of, and the Indemnitee shall cooperate fully with the Indemnitor in connection with, the conduct of such defense. The Indemnitee shall have the right to employ separate counsel in any such proceeding and to participate in (but not control) the Page 33 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT defense of such Third Party Claim, but the fees and expenses of such counsel shall be borne by the Indemnitee unless the Indemnitor shall agree otherwise; provided, however if the named parties to any such proceeding (including any impleaded parties) include both the Indemnitee and the Indemnitor, the Indemnitor requires that the same counsel represelJ.t both the Indemnitee and the Indemnitor, and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee shall have the right to retain its own counsel at the cost and expense of the Indemnitor. If the Indemnitor shall have failed to assume the defense of any Third Party Claim in accordance with the provisions of this Section, then the Indemnitee shall have the absolute right to control the defense of such Third Party Claim, and, if and when it is finally determined that the Indemnitee is entitled to indemnification from the Indemnitor hereunder, the fees and expenses of Indemnitee s counsel shall be borne by the Indemnitor, provided that the Indemnitor shall be entitled, at its expense, to participate in (but not control) such defense. The Indemnitor shall have the right to settle or compromise any such Third Party Claim for which it is providing indemnity so long as such settlement does not impose any obligations on the Indemnitee (except with respect to providing releases of the third party). The Indemnitor shall not be liable for any settlement effected by the Indemnitee without the Indemnitor s consent except where the Indemnitee has assumed the defense because Indemnitor has failed or refused to do so. The Indemnitor may assume and control, or bear the costs, of any such defense subject to its reservation of a right to contest the Indemnitee s right to indemnification hereunder, provided that it gives the Indemnitee notice of such reservation within 15 days of the date of the ClaimNotice. ARTICLE GENERAL PROVISIONS Section 13.Notices. All notices, requests, demands, waivers, consents and other communications hereunder shall be in writing, shall be delivered either in person, by telegraphic facsimile or other electronic means, by overnight air courier or by mail, and shall be deemed to have been duly given and to have become effective (a) upon receipt if delivered in person or by telegraphic, facsimile or other electronic means, (b) one (1) Business Day after having been . delivered to an air courier for overnight delivery or (c) three (3) Business Days after having been deposited in the u.s. mail as certified or registered mail, return receipt requested, all fees prepaid, directed to the parties or their pernlitted assignees at the following addresses (or at such other address as shall be given in writing by a party hereto): Page 34 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT If to Sellers, addressed to: Jeffery B. Erb Assistant General Counsel PacifiCorp 825 NE Multnomah Portland, OR 97232 Facsimile: (503) 813-7252 with a copy to: William H. Holmes Stoel Rives LLP 900 SW Fifth Avenue Portland, OR 97204 Facsimile: (503) 220-2480 Ifto Buyer or any Buyer Affiliate, addressed to: 2677588 Washington LLC 913 Big HanaJord Road Centralia, W A 98531 Attn: Charles Bates, Secretary Facsimile: (360) 807-8051 with a copy to: TransAlta Corporation Box 1900, Station " 110 - 12th Avenue SW Calgary, AB Canada T2P 2M Attn: Executive Vice President, Legal Facsimile: (403) 267-7255 and: Joel H. Mack Latham & Watkins LLP 701 B Street Suite 2100 San Diego, CA 92101 Facsimile: (619) 696-7419 Section 13.Attorneys' Fees . Subject to the provisions of Section 13., in any litigation or other proceeding relating to this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. Section 13.Successors and Assigns. Except as provided in Section 2., the rights under this Agreement shall not be assignable or transferable nor the duties delegable by any p"(T~ ~'i ~K()()KTJMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT party without the prior written consent of the other; and nothing contained in this Agreement express or implied, is intended to confer upon any Person, other than the parties hereto, their permitted successors-in-interest and permitted assignees and any Person who or which is an intended beneficiary of the indemnities provided herein, any rights or remedies under or by reason of this Agreement unless so stated to the contrary. Notwithstanding the foregoing, Buyer may grant to its lenders a security interest in its rights under this Agreement; provided that neither the grant of any such interest, nor the foreclosure of any such interest, shall in any way release, reduce or diminish the obligations of Buyer to Sellers hereunder, and Sellers shall enter into a consent to assignment with such lenders reasonably acceptable to Sellers. Section 13.4 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 13.Captions and Para2Taph Headings. Captions and paragraph headings used herein are for convenience only and are not a part of this Agreement and shall not be used in construing it. Section 13.Entiretv of Agreement: Amendments. This Agreement (including the Schedules and Exhibits hereto), and the other documents and instruments specifically provided for in this Agreement, including but not limited to the Confidentiality Agreement, contain the entire understanding between the parties concerning the subject matter of this Agreement and such other documents and instruments and, except as expressly provided for herein, supersede all prior understandings and agreements, whether oral or written, between them with respect to the subject matter hereof and thereof. There are no representations, warranties, agreements arrangements or understandings, oral or written, between the parties hereto relating to the subject matter of this Agreement and such other documents and instruments which are not fully expressed herein or therein. This Agreement may be amended or modified only by an agreement in writing signed by each of the parties hereto. All Exhibits and Schedules attached to or delivered in connection with this Agreement are integral parts of this Agreement as if fully set forth herein. Section 13.Construction. This Agreement and any documents or instruments delivered pursuant hereto shall be construed without regard to the identity of the Person who drafted the various provisions of the same. Each and every provision of this Agreement and such other documents and instnunents shall be construed as though the parties participated equally in the drafting of the same. Consequently, the parties acknowledge and agree that any rule of construction that a document is to be construed against the drafting party shall not be applicable either to this Agreement or such other documents and instruments. Whenever in this Agreement the context so suggests, references to the masculine shall be deemed to include the feminine references to the singular shall be deemed to include the plural, and references to "" shall be deemed to be disjunctive but not necessarily exclusive. Section 13.Waiver. The failure of a party to insist, in anyone or more instances, on performance of any of the terms , covenants and conditions of this Agreement shall not be construed as a waiver or relinquishment of any rights granted hereunder or of the future performance of any such term, covenant or condition, but the obligations of the parties with P::ICTP. ~n - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT respect thereto shall continue in full force and effect. No waiver of any provision or condition of this Agreement by a party shall be valid unless in writing signed by such party or operational by the terms of this Agreement. A waiver by any party of the performance of any covenant condition, representation or warranty of any other party shall not invalidate this Agreement, nor shall such waiver be construed as a waiver of any other covenant, condition, representation or warranty. A waiver by any party of the time for performing any act shall not constitute a waiver of the time for performing any other act or the time for performing an identical act required to be performed at a later time. Section 13.Arbitration (a) Agreement to Arbitrate. Any controversy or claim arising out of or relating to this Agreement, or the breach or alleged breach hereof, shall, upon demand of either Sellers or Buyer, be submitted to arbitration in the manner hereinafter provided. Sellers and Buyer will make every reasonable effort to resolve any such controversy or claim without resort to arbitration. But in the event the parties are unable to effect a satisfactory resolution between themselves, such controversy shall be submitted to arbitration in accordance with the terms and provisions of this Section 13.9 and in accordance with the then current Commercial Arbitration Rules (hereinafter the Rules ) of the American Arbitration Association (or any successor organization) (hereinafter the AAA ). Any such arbitration shall take place in Seattle Washington and shall be administered by the AAA. Sellers shall, for purposes of this Agreement, be deemed a single party in any such proceeding. In the event of any conflict between the terms and provisions of this Section and the Rules, the terms and provisions of this Section shall prevail. (b) Submission to Arbitration. A party desiring to submit to arbitration any such controversy shall send a written arbitration demand to the AAA and to the opposing party. The demand shall set forth a clear and complete statement of the nature of the claim, its basis and the remedy sought, including the amount of damages, if any. The opposing party.may, within 30 days of receiving the arbitration demand, assert a counterclaim or set-off. The counterclaim or set-off, which shall be sent to the AAA and the opposing party, shall include a clear and complete statement of the nature of the counterclaim or set-off, its basis, and the remedy sought, including the amount of damages, if any. ( c) Selection of Arbitration Panel.The dispute shall be decided by a panel three neutral arbitrators selected as follows. The AAA shall submit to the parties, within ten (10) days after receipt of an arbitration demand, a list of eleven potential arbitrators consisting of retired federal or state court judges; provided that none of the potential arbitrators shall have (or have ever had) any material affiliation of any kind with any party or with legal counsel for any party. Each party shall, within five days, strike four, three, two, one or none of the arbitrators rank the remaining arbitrators in order of preference (with "1" designating the most preferred 2" the next most preferred and so forth) and so advise the AAA in writing. The AAA shall appoint the arbitrators with the best combined preference ranking on both lists and designate the most preferred arbitrator as presiding officer (in each case, selecting by lot, if necessary, in the event of a tie). Page 37 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT (d) Prehearing Discovery. There shall be no preheaTing discovery except as follows. Subject to the authority of the presiding officer of the arbitration panel to modify the provisions of this paragraph before the arbitration hearing upon a showing of exceptional circumstances, each party (i) shall propound to the other no more than 20 requests for production of documents, including subparts, and (ii) shall take no more than two (2) discovery depositions. Such discovery shall be conducted in accordance with the provisions and procedures of the Federal Rules of Civil Procedure. No interrogatories or requests for admission shall be permitted. Disputes concerning discovery obligations or protection of discovery materials shall be detennined by the presiding officer of the arbitration panel. The foregoing limitations shall not be deemed to limit a party s right to subpoena witnesses or the production of documents at the arbitration hearing, nor to limit a party's right to depose witnesses that are not subject to subpoena to testify in person at the arbitration hearing; provided, however that the presiding officer of the arbitration panel may, upon motion, place reasonable limits upon the number and length of such testimonial depositions. (e) Arbitration Hearing. The presiding officer of the arbitration panel shall designate the place and time of the hearing. The hearing shall be scheduled to begin within ninety (90) days after the filing of the arbitration demand (unless extended by the arbitration panel on a showing of exceptional circumstances) and shall be conducted as expeditiously as possible. In all events, the issues being arbitrated, which shall be limited to those issues identified in the initial claim and counter-claim submitted to the arbitration panel pursuant to Subsection (b) above, shall be submitted for decision within 30 days after the beginning of the arbitration hearing. At least 30 days prior to the beginning of the arbitration hearing, each party shall provide the other party and the arbitration panel with written notice of the identity of each witness (other than rebuttal witnesses) it intends to call to testify at the hearing, together with a detailed written outline of the substance of the anticipated testimony of each such witness. The arbitration panel shall not permit any witness to testify that was not so identified prior to the hearing and shall limit the testimony of each such witness to the matters disclosed in such outline. Subject to the foregoing, the parties shall have the right to attend the hearing, to be represented by counsel, to present documentary evidence and witnesses, to cross-examine opposing witnesses and to subpoena witnesses. The Federal Rules of Evidence shall apply and the panel shall determine the competency, relevance, and materiality of evidence as appropriate. The panel shall recognize privileges available under applicable Law. A stenographic record shall be made of the arbitration proceedings. (f) Award. The panel's award shall be made by majority vote of the panel. An award in writing signed by at least two of the panel's arbitrators shall set forth the panel' findings of fact and conclusions of Law. The award shall be filed with the AAA and mailed to the parties no later than 30 days after the last day of testimony at the arbitration hearing. The panel shall have authority to issue any lawful relief that is just and equitable, except consequential damages, incidental damages, indirect damages, punitive damages, special damages, lost profits, diminution in value, damage to reputation or the like. The award shall state that it dissolves and supersedes any provisional remedies entered pursuant to Subsection (g) below. (g) Provisional Remedies. Pending the selection of the arbitration panel, upon request of a party, the AAA may appoint a retired judge to serve as a provisional arbitrator to P",rr.. 1 S1 - ~T( nnKT TMrm IrK F ACTUTTES PURCHASE AND SALE AGREEMENT rule on any motion for preliminary relief. ..L\ny preliminary relief ordered by the provisional arbitrator may be immediately entered in any federal or state coUrt having jurisdiction thereof even though the decision on the underlying dispute may still be pending, Once constituted, the arbitration panel may, upon request of a party, issue a superseding order to modify or reverse such preliminary relief or may itself order preliminary relief pending a full hearing on the merits of the underlying dispute. Any such initial or superseding order of preliminary relief may be immediately entered in any federal or state court having jurisdiction thereof even though the decision on the underlying dispute may still be pending. Such relief may be granted by the appointed arbitrator or the arbitration panel only after notice to and opportunity to be heard by the opposing party. Such awards of preliminary relief shall be in writing and, if ordered by a panel of three arbitrators, must be signed by at least two of the panel members. (h) Entry of Award by Court. The arbitration panel's arbitration award shall be final. The parties agree and consent that judgment upon the arbitration award may be entered in any federal or state court having jurisdiction thereof. (i) Costs and Attorneys' Fees , The prevailing party shall be entitled to recover its costs and reasonable attorneys' fees , and the party losing the arbitration shall pay all expenses and fees of the AAA, all costs of the stenographic record, all expenses of witnesses or proofs that may have been produced at the direction of the arbitrators, and the fees, costs, and expenses of the arbitrators. The arbitration panel shall designate the prevailing party for these purposes. Section 13.10 Governing Law. This Agreement shall be governed in all respects including validity, interpretation and effect, by the Laws of the State of Washington applicable to contracts made and to be performed wholly within the State of Washington, provided that federal Law, including the Federal Arbitration Act, shall govern all issues concerning the validity, enforceability and interpretation of the arbitration provision set forth in Section 13.9 hereof. Any judicial action or proceeding arising under this Agreement shall be adjudicated in Seattle Washington. Section 13.11 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be valid, binding and enforceable under applicable Law, but if any provision of this Agreement is held to be invalid, void (or voidable) or unenforceable under applicable Law, such provision shall be ineffective only to the extent held to be invalid void (or voidable) or unenforceable, without affecting the remainder of such provision or the remaining provisions of this Agreement. Section 13.12 Consents Not Unreasonably Withheld. Wherever the consent or approval of any party is required under this Agreement, such consent or approval shall not be unreasonably withheld or delayed, unless such consent or approval is to be given by such party at the sole or absolute discretion of such party or is otherwise similarly qualified. Section 13.13 Time Is ofthe Essence. Time is hereby expressly made ofthe essence with respect to each and every term and provision of this Agreement. The pmiies aclmowledge that each will be relying upon the timely performance by the .otl1ers of their obligations hereunder as a material inducement to each party s execution of this Agreement. Page 39 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Section 13.14 Liability. The liability of Sellers under this Agreement shall be several and not joint or collective and no individual Seller shall be jointly or severally liable for the acts omissions or obligations of any other Seller. Section 13.15 Execution.This Agreement may be executed in counterpart and executed signature pages delivered by facsimile. ARTICLE XIV AGENCY Section 14.Agency. Each Seller hereby appoints PacifiCorp as its sole agent for purposes ofthis Agreement. If, however, this Agreement is amended or modified in any way, such agency shall no longer be valid and all such amendments or modifications must be approved in writing by each Seller individually. Buyer may rely on such agency, and shall have no obligation to provide any notices or undertake any other action with respect to any other Seller except upon amendment or modification of this Agreement. SIGNATURE PAGE FOLLOWS Page 40 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. \ ~(JV1/tQ1By: -Name: Ju it: A. JohansenTitle: Pr - ent: & Chief ExecutiveOfficer PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, WASHINGTON By: Name: Title: PUGET SOUND ENERGY, INc. By: Name: Title: CITY OF TACOMA, WASHINGTON By: Name: Title: VISTA CORPORATION By: Name: Title: BUYER: 2677588 WASHINGTON LLC By: Name: Title: By: Name: Title: SELLERS: CITY OF SEATTLE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS BARBO R COUNTY, WASHINGTON By: Name: Title: TRANSAL T A CENTRALIA GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. n_~I-A'" . ...,nnr-.., n "",QI1",_nnn!,;R Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. PACIFICORP By: Name: Title: PUGET SOUND ENERGY, 1Ne. By: Name: Title: CITY OF TACOMA, WASHINGTON By: Name: Title: VISTA CORPORATION By: Name: Title: B DYER: 2677588 W ASIDNGTON LLC By: Name: Title: By: Name: Title: SEU..ERS: CITY OF SEATTLE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OFGRAYS HARBOR COUNTY WASHINGTON By: Name: Title: TRANSAL T A CENTRALIA GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date flTst above written. ACIFICORP By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, W ASIllNGTON By: Name: Title: PUGET SOUND ENERGY, INe. By: Name: Title: CIT~ AC?M~ASHIN~TON By: Name: Mark GrissTitle: Director of Utilities AVISTA CORPORATION By: Name: Title: BUYER: 2677588 W ASIDNGTON LLC By: Name: Title: By: Name: Title: SELLERS: CITY OF SEATTLE, W ASIllNGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY W ASIllNGTON By: Name: Title: TRANSALTA CENTRALIA GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. Approved As To orm & Legality: /!fA. J~ . . :. City Attorney Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Portlnd2-4429062.90058815-00068 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. ACIFICORP By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF SNOHO:MISH COUNTY, WASHINGTON By: Name: Title: ellt /II. ~J1-IICs.L ~I.. p/(A. ~~1 CITY OF TACOMA, WASHINGTON By: Name: Title: A VISTA CORPORATION By: Name: Title: BUYER: 2677588 WASHINGTON LLC By: Name: Title: By: Name: Title: SELLERS: CITY OF SEA TILE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNT~ WASHINGTON By. Name: Title: TRANSALTA CENTRALL4. GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Porllnd2-4429062.9oo58815-O0068 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first above written. PACIFICORP By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, WASHINGTON By: Name: Title: PUGET SOUND ENERGY, INe. By: Name: Title: CITY OF TACOMA, W ASffiNGTON By: Name: Title: BUYER: 2677588 W ASIDNGTON LLC By: Name: Title: By: Name: Title: SELLERS: CITY OF SEATTLE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRA YS HARBOR COUNTY, WASHINGTON By: Name: Title: TRANSAL T A CENTRALIA GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT Portlnd2-4429062.90058815-00068 11-25-03; '9:03 ;Coroorate L.egal~. ....,~. -~ ~-'"" ...~ _UU~~-~ ~..._. ~.~~.. ; 402. 267 7255 "" 2'" 'I!:J v V"" IN" WITNESS WHEREOF, the parties have duly executed tlris Agreement as of the date first above written. ACIFICORP By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, WASHINGTON By: Name: Title: PUGET SOUND ENERGY, INC. By: Name: Title: CITY OF TACOMA, WASHINGTON By: Name: Title: VISTA CORPORATION By: Name: Title: BUYER: 2677588 WASHINGTON LLC Name: ~\.o~ Title: ~~ By: Name: Title: SELLERS: CITY OF SEATTLE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY, ASIDNGTON By: Name: Title: TRANSAL T A CENTRALIA GENERATION LLC BY: Name:C-k\-E!\ Title: ~ By: Name: Title: TransAlta Centralia Gelleration LLC executes this Agreement for purposes of the agreements contained in Sections 2,7 and 5.3(a) of this Agreement. ~,-~.. u..""..:., In nn"lIRH..nnn';R Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREEMENT 11-25-03: 19:03 :Coroore:te L.eg61 1'-25-03: g'1~PM:FAIRMON' GOLD ; 403 267 7255 ; 4 1 68604545 3/ '# 3/ 4 IN WITNESS WHEREOF, the patties have duly executed this Agreement as of the date first above written. PACIFICORP By: Name: Title: PUBLIC mD...ITY DISTRICT NO.1 OF SNOHOMlSH COUNTY, WASHINGTON By: Name: Title: PUGET SOUND ENERGY, INC. By: Name: Title: CITY OF TACOMA, WASHINGTON By: Name: Title: A VISTA CORPORATION By: Name: Tit1e: BUYER: 2677588 WASHINGTON LLC By: Name: Title: By:---f)k; ame: ~kSDVL r: 1-0t/..tTItle: SElLERS: CITY OF SEATTLE, WASHINGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY, ASmNGTON By: Name: Title: TRANS A L T A CENTRALIA GENERA TI LLC By: Name: Title: BY:~vYt j Name: III"~,,, l' iDVl- Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreemen t. Page 41 - SKOOKUMCHUCK FACll..ITIES PURCHASE AND SALE AGREEMENT Porllnd2-44290G2.10 0058815-00068 IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date flfst above written. PACIFICORP By: Name: Title: BUYER: 2677588 W ASIllNGTON LLC By: Name: Title: By: Name: Title: SELLERS: CITY OF SEATTLE, WASIllNGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY, W ASmNGTON By: Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY, TON tfl~~ ~~~: ~~R~P~~ hg~~fY PUGET SOUND ENERGY, INC. By: Name: Title: CITY OF TACOMA, W ASmNGTON By: Name: Title: VISTA CORPORATION By: Name: Title: TRANSAL T A CENTRALIA GENERATION LLC By: Name: Title: TransAlta Centralia Generation LLC executes this Agreement for purposes of the agreements contained in Sections 2.7 and 5.3(a) of this Agreement. Page 41 - SKOOKUMCHUCK FACILITIES PURCHASE AND SALE AGREElvIENT Portlnd2-4429062.90058815-OOO68 ! ' EXHIBIT A FEDERAL ENERGY REGULATORY COMMISSION Office of Energy Projects Division of Dam Safety and Inspections Portland Regional Office 101 S.W. Main Street, Suite #905 Portland, Oregon 97204 MAR 1 9 2603 In reply refer to: 4441- NATDAM-WAO0153 Mr. Randy A. Landolt Director, Hydro Resources PacifiCorp 825 NE Multnomah, Suite 1500 Portland, OR 97232 Dear Mr. Landolt: We have completed our review of the January 15,2002 Fourth Part 12 Independent Consultant's Safety Inspection Report (2002 Report) for the Skookumchuck Project, FERCNo. 4441.. The following information was also reviewed in conjunction with the~go7~~port: . Results of soil tests conducted by Shannon & Wilson and included in four letter repons (dated July 8, 1969, August 8, 1969, August 12, 1969, and September II, 1969) to Bechtel Corporation; 0 Report titled "Construction Repon for Water Supply Facilities, Skookumchuck Dam, Pumping Plant", prepared by Bechtel Corporation, for Pacific Power & Light Company and the Washington Water Power Company, and dated August 1971; 0 April 3, 2002 letter from Mr. Richard Gorny (Independent Consultant) of Black & Veatch regarding: (a) Material Properties; and (b) 1990 Displacement Analysis Results. Mr. Gorny also included some material regarding 'Liquefied and Non-Liquefied Gravel case Histories' based on information included in a paper titled "A Practical Perspective on Liquefaction of Gravels , by J. E. Valera, M. L. Traubenik, J. A. Egan, and J. Y. Kanshiro, ASCE Special Publication on Ground Failure Under Seismic Conditions, 1994; 0 April 30, 2002 letter report from Shannon & Wilson titled "Re-evaluation of Field Data, Skookumchuck Dam, Thurston County, Washington CEll 0 May 23, 2002 letter report from Mr. Gorny providing dam displacement analyses and stability a.l1alySes loading diagrams; Becker Hammer Exploration Study. Final Submittal, December 2000 (Becker Hammer Study, transmitted by PacifiCorp March 12, 2001 letter) prepared by Shannon and Wilson; Liquefaction Potential Evaluation Study. November 2001 (Liquefaction Study,submitted by PacifiCorp January 24, 2002 letter) prepared by Shannon and Wilson; Seismic Ground Motion Study for Skookumchuck Dam. March 2001 (Seismic Study, transmitted by PacifiCorp March 23, 2001 letter) prepared by Shannon and Wilson; Skookumchuck Dam Modification Project Geotechnical Report,February 2001(Geotechnical Study, transmitted by PacifiCorp March 23,2001 letter) prepared by Shannon and Wilson; Skookumchuck Embankment Seismic Analytic Study,January 2002 (Analytic Study, transmitted by PacifiCorp February 5, 2002 letter) prepared by Shannon and Wilson. Our review of the seismic stability of the dam was coordinated with our consultant Dr. I.M. Idriss. A copy of his September 20021etter report is enclosed. We have reviewed his report and concur with his findings and have incorporated them into the body of this letter. We have the following comments on the above submittals: 1. Your consultant concluded that the MCE for the project was due to an event occuning on the Cascadia Subduction Zone fault (CSZ), and the 1988 Supplement to the 1985 Part12 Report characterized the maximum magnitude for the CSZ of M=8.0 to 8.5.The peak horizontal ground acceleration was 0.25g and was developed using the attenuation model by Heaton and Hartzell (1986). We do not concur that this ground motion represents the maximum earthquake for this source. The May 1999 "Report On Seismic Hazard Evaluation For The Pacificorp Merwin and Yale Dams, Southwest Washington " by Golder Associates, Inc., included a seismic evaluation of the CSZ. Based on Golders findings, the appropriate magnitude for an event occulTing on the CSZ would be My,. = 9.0, and because the CSZ has a fairly high recurrence interval and slip rate, about 300 years and 4 cmlyr, respectively, the 84th percentile ground motions should be used. This finding is consistent with Dr. I.M. Idriss report. Using a distance of 68km, the PGA at Skookumchuck would be 0.41g for a M y,. 0 event occurring on the CSZ. r"VTT The 1988 Part 12 D Supplement considered subduction zone events which may occur on the CSZ; however, deep intraplate events or those that may occur on the Juan de Fuca Plate were not mentioned. The Golder Report evaluated intraplate events and the estimated magnitude was 7.5. Although the size of these events are slightly smaller than the MCE the ground motions for these events should be considered in a reevaluation seismicity for Skookumchuck dam. Since the reCUITence interval for these events is shortthe 84th percentile ground motions should be determined. 2. In addition to the CSZ, the Seismic Study identified the Legislature fault as a possible seismic source. In the 2002 Report, your consultant reported that the USGS is scheduled to perform studies to evaluate the seismogenic nature of this fault in 2002, andrecommended no action until the studies are completed. We do not concur. TheLegislature fault should be considered as a potential seismic source. Dr. I. M. Idriss September 23, 2002 letter report (enclosed) includes an evaluation of the Legislature fault based on a discussion with Dr. E. Weaver of the USGS. We have reviewed Dr. Idrisscomments and concur with them. The seismicity at Skookumchuck dam should be revised considering the recommendations contained in Dr. Idriss' report. 3. When Skookumchuck Dam was constructed, the question of liquefaction was considered - records and photos indicate the naturally dense gravelly alluvium was left in place beneath the downstream shell on the north side of the embankment while the less dense alluvium \IV~ excavated out. In September 2000, Becker Hanirner borings were conducted to further evaluate the liquefaction potential in this area. Based on the BeckerHammer data, the Liquefaction Study considered that discontinuous zones of liquefactionOccurs in the downstream berm with these zones possibly extending upstream to the core.We recognized that this assumption is conservative considering the gradations and that construction exploration Borings AH-I and AH- 6 indicated refusal and N6o=300 respectively, in the thin layer of alluvium left beneath the downstream shell. Further, wenoted that boring SB-02 was not used in the liquefaction analysis since the soils were non-liquefiable or the potentially liquefiable soils were above the groundwater table. In the April 2001 Journal of Geotechnical and Geoenvironmental Engineering Youd and Idriss Liquefaction Resistance of Soils: Summary Report From 'the 1996NCEER and 1998 NCEER/NSF Workshops On Evaluation Of Liquefaction Resistance Of Soils.it was reported that although SFT blow counts can be roughly estimated from BPT measurements, there can be considerable uncertainty for calculating liquefaction resistance because of data scatter in the range of greatest importance, 0.;30 blow counts. Based on review of the data for borings BD-thru BD-, we noted that the blow counts were all below 26. Since the available subsurface information does not provide sufficient information to dismiss or confirm liquefaction or address the upstream extent liquefaction beneath the dam, we agree with your consultant that additional explorations rFTT are needed beneath the downstream shell to further explore the presence of liquefiable materials. A plan and schedule to accomplish this work must be submitted for our review. 4. In the May 23 2002 letter report, dam displacement was estimated to be between 5 and 40 cm using Makdisi and Seed's Simplified Method and a PGA=O.46g. Pending the outcome of the upcoming field investigations, the current estimate may be adequate or it Ip.ay be necessary to conduct a post-earthquake deformation analysis using residual shear strengths for the zones where liquefaction is triggered. In addition, it may be necessary to calculate the response of Skookumchuck Dam using a non-linear 2- dimensional dynamic analysis procedure. 5. It was reported that a new PMF study had been commissioned by the Corps of Engineers and when completed. it would be reviewed and presented in an addendum to the 2002 Report. We concur with your consultants' recommendation to submit this study as an addendum to the Part 12 report. We noted that the 9,020 cfs flood of record occurred on February 8, 1996; however, the consultant did not state that the current PMF Inflow curve was checked in relation to this recent flood of record. This should be done for the PMF, and for the new PMF commissioned by the Corps. The 2002 Report does not satisfy the requirements of Part 12 D of the Commission s Regulations. You must provide this office, within 45 days of the date of this letter. three copies of a plan and schedule for submitting a supplement which addresses the items discussed above. If you have any questions, please contact Messrs. William Lagnion or Edward. Perez of this office at (503) 944-6748 or (503) 944-6750, respectively. Sincerely, -J hi k-- 1P 1" ~ Harry T. Hall, P. Regional Engineer Enclosure MAR 17200316:13 FR V~w I-HQ TL ...RO la6/11a Tel: (530) 758-5739 J. M. IDR/SS CONSUL rING GEOTECHNICAL ENGINEER P. O. Box 330, DAVlS CA 95617-0330 Fa:r: (530) 758.1104 e-m4l1: imidriss~aoLcom September 20, 2002 Mr. Constantine G. Tjo~ P. E. Director. Division orDaIn Safety and Inspections Office of Hydropower Licensing Federal Energy Regulatory Commission 888 First Street, N. Washington, D.C. 20426 Subject:Seismic Stability Issues Skookumchuck Dam Lewjs County, Washington DearMr. Tjoumas: INTRODUCTORY REMARKS As requested by Mr. William Allerton. I attended a meeting on March 14. 2002, at FERC's Office in Portlan~ Oregon, to review the work comple~ed to date regarding seismic stability issues of the Skookumchuck Dam in Lewis County. Washington. The general location of the dam is depicted in Fig. 1. The following documents were provided to me after the March 14 meeting: 1. Results of soil tests conducted by Shannon & Wilson and included in four letter reports to Bechtel Corporation; the letters are dated July 8, 1969, August 8, 1969, August 12, 1969. and September II, 1969. respectively. 2. Report titled "Construction Report for Water Supply Facilities, Skookumchuck DaIn. Pwnping Plant", prepared by Bechtel Corporation. for Pacific Power & Light Company and the Washington Water Power Company, and dated August 1971. SkookumcJtuck Dam Project Page 1 September 20. 2002 MAR 17 2003 16: 13 FR 02.. HQ TO:07/10 3. Report titled "Supplement to December 1985 Dam Safety Investigation. Skookumchuck Dam, FERC No. 4441 ", prepared by Bechtel Civil & Minerals. Inc. for Pacific Power & Light Company, and dated April 1988. 4. Report titled II Additional Information to the April 1988 Supplement to December 1985 Dam Safety Investigation, Skookumchuck Dam, FERC No. 4441", prepared by Bechtel Corporation, for Pacific Power & Light Company, and dated October 1990. 5. A pdf (Adobe Acrobat fonnat) file of the report titled "Becker Hammer Exploration Study, Skookumchuck Dam Site, Lewis County, Washlngton , prepared by Shannon & Wilson, Inc., Seattle, Washington, for the Seattle District of the U.S. Army Corps of Engineers, and dated December 2000. 6. A pdt file of the report titled "Seismic Ground Motion Study for Skoo1cumchuck Dam, Lewis County. Washington , prepared by Shannon & Wilson, Inc., Seattle, for the Seattle District of the U.S. Army Corps of Engineers, and dated March 2001. 7. A pM file ofth.e report titled "Liquefaction Potential Evaluation for the SkookumchuckDam Site, Thurston County, Washin~on , prepared by Shannon & Wilson, Inc., Seattle, for the Seattle District of the U.S. Army Corps of Engineers, and dated November 2001. 8. A pdf file of the report titled "Skookumchuck Embankment, Seismic Analytical Study, Skookumchuck Dam, Thurston County, Washington . prepared by Shannon & Wilson, Inc., Seattle. for the Seattle District of the U.S. Army Corps of Engineers, and dated January 2002. 9. Mr. R. H. Gamy ofB1ack & Veatch sent me a letter on April 3, 2002. which included copies of above items No.3 and 4, and discussions (based on the contents of these two items) regarding: (a) Material Properties; and (b) 1990 Displacement Analysis Results. Mr. Gorny also included some material regarding 'Liquefied and Non- Liquefied Gravel case Histories' based on information included a paper titled" A Practical Perspective on Liquefaction of Gravels , by J. E. Valera, M L TraubeDik, A. Egan., and J. Y. Kanshiro, ASCE Special Publication on G1-ound Failure Under Seismic Conditions. 1994. The material and discussions provided by Mr. Gorny were very helpful in expediting my review. A conference call was held on April 25. 2002 to discuss the additional work being completed by Shannon & Wilson for the U.S. ~y Cotps of Engineers and to finalize the date of the next meeting, which was set for May 17 in Portland. 10. At the May 17 meetU1g. I was provided with a copy of the letter report by Shannon & Wilson titled liRe-Evaluation ofField Data, Skook.-umchuck Dam, Thurston County. Washington . and dated Apri130, 2002. Skbolcu~hJN:k Dam Project Page Sepzember 20, 2002 MAR 17 2003 16: 15 FR D2S TO p.08/10 GENER.4L OBSERVATIONS The review of the above documents and the discussions at the tWo meetings provide the following observations at this time: As is common in the North Western Part of the USA, the seismic sources of concern consist of crustal sources and the subduction source. For this site , the Legislature Fault appears to be the controlling crustal source. Based on a telephone conversation with Dr. Weaver of the USGS in Seattle , it appears that this fault bas a length of 50 to 60 kID, its gICWld surface projection is about 9.3 km ttom the dam site, the rupture surface would have a width of about 15 to 20 km, the upper 5 to 8 km could be considered non-seismogenic , and that the slip rate of this fault is very low (.c:::'" 1 mmIyear). Based on these considerations, the rn~Y;mum earthquake to be assigned to this source would be a magnitude 7 (using the equations of Wells & Coppersmith for length of 55 km and width of 17. 5 km) occUIring at a closest distance of 10.6 1cm (considering a horizontal distance of 9.3 km and a depth of 5 Ian) from the dam site. Because the fault has a very low degree of fawt activity, the median estimates of the earthquake ground motions would be appropriate. Dr. Weaver also suggested that events on this fault are 1ikely to be mostly strike slip, but that they may have a thrust component. Accordingly, it. was agreed that a weight of2J3 would be assigned to a strike slip mechanism and 8 weight of 1/3 would be assigned to a thrust mechanism. The subduction events considered in the report by Shannon & Wilson (item No. above), are those that may ocCur on the Cascadia Subduction Zone (CSZ) or those that may occur on the Juan de Fuca Plate. For the deterministic estimate of earthquake ground motions Shannon & Wilson only considered the event on the CSZ (AI = 9 at a distance of 68 km). It is necessaxy that estimates for a magnitude 7Y2 earthquake occurring on the Juan de Fuca Plate be also included. The recurrence interval for these events is relatively short (on the order of a few hundred years, as summarized in item 6 above). Therefore, the 84 m percentile estimates of earthquake ground motions need to be considered. Concern ofliquefaction being triggered during future earthquakes is only in the alluvial soils, and not of the silt or the gravels. Shannon & Wilson (items No., 8 & 10 above) considered that liquefaction would be triggered in a layer below the embankment extending from a short distance downstream of the toe of the downstream-berm almost all the way to the core trench. This assumption is certainly conservative, but the available subsurface information from investigations eamed out prior to and during construction do not provide sufficient information to either fully dismiss this possibility or to confirm it. The most recent subsurface investigation concentrated on the downstream end of the downstream b~ and, therefore, does not provide SlwQkumchuck Dam Project Page September 20. 2002 MAR 17 2003 16: 16 FR D25 TO 09/10 any additional input regarding the extent of possible liquefaction beneath the embaDlcment Accordingly, it was agreed at the May 17. 2002 meeting that additional drilling would be conducted beneath the embankment to delineate the presence of potentially liquefiable soils. Estimates Dftbe deformations Dfllie embankment following the OCCUlTence of the postulated earthquakes will be needed. If it is eventually judged that liquefaction is Unlikely to be triggered under the entire embankment, then a simplified Newmark-type deformation analysis will probably be adequate to judge the performance of this dam. I4 on the other hand, it is concluded that a major portion of the foundation layeris likely to liquefy, then a more detailed nonlinear deformation analysis may be required. . It is essential that all the available infonnation be integrated and synthesized to fully evaluate the potential behavior of the Skookumchuck Dam duriDg future earthquakes. It is hoped that Shannon & Wilson will complete such an effort, which will include the results of the soon to be completed drilling. Respectively submitted,r.~~ I. M. Idriss Enclosures:Figure 1 Page September 20. 2002 Skookumchuck Dam Project 825 E. ,\'1/1ltllfJ/I!nh Sui", 1SIX) Portlall,f. Oregll/l 97n2 (503) 813-5(XJ(J t(\ PACIFICORP AICFIC POWER UTAH POWER May 1, 2003 Harry To Hall, P. Regional Engineer Federal Energy Regulatory Commission 101 SW Main, Suite 905 Portland, Oregon 97204 Subject: Skookumchuck Hydroelectric Project, FERC No. 4441 Fourth Part 12 Consultant's Safety and Inspection Report Plan and Schedule to Submit Supplemental Reports Dear Mr. Hall: Your letter dated March 19, 2003 included review comments and requested a plan and schedule to provide supplemental infonnation to the Fourth Part 12 Consultant's Safety Inspection Report (CSIR) for the Skookumchuck dam in Washington. Your review was coordinated with your consultant, Dr. L M. Idriss, and a copy of his letter report dated September 2002 was included with your commepts. In accordance with your request, PacifiCorp s plan and schedule to provide the five items described in your letterai"e as follows: PacifiCorp wiH conduct a new seismic hazard evaluation to determine the MCE and associated ground motions for the Skookumchuck dam. This.evaluation will include the Cascadia Subduction Zone (CSZ), deep intraplate events such as those that may occur on the Juan de Fuca Plate, and the Legislative fault (crustal event) as potential seismic sources. Since the recurrence interval of the CSZ and deep intra-plate events is short, theth percentile ground motions will be detennined for these events. The new seismic hazard evaluation will be completed and submitted to the Commission by December 31, 2003. In accordance with the infonnation provided by Dr. Idriss in his September 20, 2002 letter, PacifiCorp will incorporate the Legislative fault in the seismic hazard evaluation. The information provided by Dr. Idriss will be used to characterize this fault and because this fault has a very low degree of fault activity, the median estimates of ground motions will be determined. The new seismic hazard evaluation will be completed and submitted to the Commission by December 31 2003. Mr. Harry T. Hall May 1. 2003 Page 2 PacifiCorp will conduct a drilling and testing program that includes three additional boreholes to be located on 100-foot centers where the berm intersects the toe of the embankment slope. Standard penetration testing, shear wave velocity and permeability testing will be performed in all the boreholes. Laboratory testing will include gradation tests on all of the samples. Drawings and the specifications for the drilling program will be submitted to the Commission for review by July 31 2003. Upon the Commission authorization, drimng work will commence no later than October 31, 2003. The results of the drilling program and an evaluation of liquefaction potential based on infonnation from the new borings and gradation tests will be provided to the Commission no later than March 31 , 2004. If a wide variety of conditions are encountered during the drilling operation, PacifiCorp may elect to add additional borings to better define the subsurface conditions. If appropriate, pending the outcome of the field investigations proposed in Item 3 PacifiCorp will conduct a post-earthquake deformation analysis using residual shear strengths for the zones where liquefaction may be triggered. Also, if appropriate PacifiCorp will calculate the response of Skookumchuck Dam using anon-linear 2- dimensional dynamic analysis procedure. A plan and schedule for each of these activities will be developed accordingly. The U.S. Anny Corps of Engineers (COE) completed the PMF study work. The previous PMF studies were based on HMR 43. and PacifiCorp considers the Corps of Engineers PMF study to be the most valid to date. This study incorporates the more recent HMR 57 and the February 8, 1996 flood of record as a calibration point. The results indicate a peak inflow of 32 500 cfs and a peak outflow of 30 600 cfs. The peak reservoir elevation resulting from the PMF is 492.68 feet leaving a freeboard of 4.32 feet A study perfonned for PacifiCorp by Bechtel Civil & Mineral. Inc. in 1987 estimated a maximum reservoir wave run-up of 3.8 feet, 0.52 feet lower than the available freeboard of 4.32 feet during the PMF. PacifiCorp s independent consultant is reviewing the new PMF study and PacifiCorp will provide this PMF study along with the Consultant's comments to the Commission by December 31 , 2003. As the Commission is aware, PacifiCorp has held discussions with TransAlta Centralia Generation LLC (TransAlta) regarding the sale of Skookumchuck dam and related assets. PacifiCorp and TransAlta expect to sign a letter of agreement in principle within two weeks to extend the expiration date for the existing right of first refusal to purchase Skookumchuck dam and related assets through June 2003. This extension will allow TransAlta the time necessary to complete various due diligence activities needed to prepare for closure of the sale. PacifiCorp will sustain the activities relative to the addendum to the 2002 Part 12 Report noted above until and unless, subsequent license exemption transfer or surrender would alter the ownership or jurisdictional status of the project. Mr. Hany T. Hall May 1 , 2003 Page 3 The original and two copies of this letter are enclosed. If you have questions or need further infonnation, please contact Mildred Thompson at (503) 813-6664. Sincerely, 7? a.;( (!A.; (\A:( RAL:Mf:hb R.A. Landolt Managing Director, Hydro Resources Cc:Washington Department of Ecology, Dam Safety Team bc:Fields/Strande - Merwin, Kirschenman, Leis, Raeburn, Snyder, Sturtevant, ThompsonIFERCEASE, File: Skookumchuck, FERC, Part 12, Compliance Dose art uool ementa 0 ormation 0 ow-up c e u e Item Description Responsible Party Due Date Number Items 1 & 2 Submit new seismic hazard Kirschenman, Raeburn,December 31 , 2003 evaluation to FERC Thompson Item 3 Submit additional drilling Kirschenman, Raeburn July 31,2003 program drawings and specs Thompson to FERC Item 3 Commence drilling program Kirschenman, Raeburn NLT October 31 with FERC approval 2003 Item 3 Provide drilling program Kirschenman, Raeburn NL T March 31 2004 results to FERC Thompson Item 4 Develop plan & Schedule for Kirschenman, Raeburn TBD deformation analysis as necessarY Item 5 Provide new PMF to FERC Kirschenman, Raeburn December 31 , 2003 Thompson I H 12 S II F U T kS h d I 825 t-:. MI//tntJ/!/lIJ: 51. PorI/till/I. OR 97232 i~~. PACIFICORP July 30, 2003 Harry T. Hall, P . Regional Engineer Federal Energy Regulatory Commission 101 SW Main, Suite 905 Portland, Oregon 97204 Subject:Skookumchuck Hydroelectric Project, FERC No. 4441 Fourth Part 12 Consultant's Safety and Inspection Report Subsurface Investigation - Drilling Program Dear Mr. Hall: Our letter dated May 1,2003 included PacifjCorp s plan and schedules to submit supplemental reports to the fourth Skookumchuck Part 12 Consultant's Safety and Inspection Report. Item 3, of our May 151 letter contained a proposed plan and schedule for a drilling and testing program for three additional boreholes along the toe of the embankment slope of Skookumchuck Dam. Drawings and specifications for the additional drilling program are included in the attached Skookumchuck Subsurface Investigation - Drilling Pro2l'3.m. Jul'1 2003 for the Commission s review. Upon the Commission s authorization, drilling work will mobilize and commence by October 30 2003. As we indicated in our May 151 letter, results of the drilling program and an evaluation of liquefaction potential based on infonnation nom the new borings and gradation tests will be provided to the Commission no later than March 31, 2004. If a wide variety of conditions are encountered during the drilling operation, PacifiCorp may elect to add additional borings to better define the subsurfaceconditions. The original and two copies of this letter and three copies of its attachment are enclosed. If you have questions or need further information, please contact Mildred Thompson at (503) 813-6664. inc en:.IY' P;~W- A. Landolt Managing Director, Hydro Resources RAL:MT:js Attachment: (Skookumchuck Subsurface Exploration - Drilling Program, July 2003) Washington Department of Ecology, Dam Safety Team (With Attachment"'IJ Fields/Strande - Merwin, Kirschenman , Leis, Ra~hnYder, Sturtevant Thompson*/FERCEASE, File : Skookumchuck, f:ERC, Part 12, Compliance bc: Subsurface Investigation 0 Subsurface Investigation 1 General This investigation is to determine the in situ properties and liquefaction potential of the alluvial materials left in place beneath the downstream shell of Skookumchuck Dam during construction. Standard penetration tests, downhole shear wave velocity measurements, and falling head permeability testing will be performed in each borehole. 1 Scope of Work Scope of Work shall include furnishing labor, equipment, materials, tools, supervision, testing, and other services required to perform subsurface investigations, laboratory testing, and other services as specified herein. The Scope of Work includes the following items: Ensuring that all Contractor personnel utilize necessary safety equipment including hard hats, safety glasses, hearing protection , and steel toe boots. Surveying the location and elevation of all investigation locations. Performing all exploratory borings, designated BV-1, BV-2, and BV-3, and backfilling as required. Sampling soil by split barrel methods at required intervals, at changes in stratum, or as required by the Company. Providing all materials required to protect and preserve soil samples from damage, freezing, or loss of moisture. Transporting all samples to the laboratory for testing. Performing laboratory tests as required by the Company and preparing test reports. . .,. ' F'~rforfuingfallingh~cJpe':'J1eabilitytests in borehol~sas directed by the Company. Installing casing for downhole shear wave velocity testing to be performed by others. 2 Items Furnished by Othets and Interfaces Items furnished by others and not in this Scope of Work include the following: Downhole shear wave velocity testing. At the Contractor's option, the Contractor can provide the downhole sheer wave testing as an optional item as described in Section 2.0 of this specification. The Contractor's proposal for this optional item shall include the names and qualifications of Subcontractors, if any. to be utilized in performing the testing work. The Company retains the option to acceptor reject the Contractor's proposal. 3 Performance and Design Requirements Performance and design requirements for the subsurface investigations are indicated in Article 1. 4 Codes and Standards Work performed under these specifications shall be done in accordance with the following codes and standards. Unless otherwise specified, the applicable governing edition and addenda to be used for all references to codes or standards specified herein shall be interpreted to be the jurisdictionally approved edition and addenda. If a code or standard is not jurisdictionally mandated, then the current edition and addenda in effect at the date of this document shall apply. These references shall govern the work d;J,'~)gti; t,:f~ ;fJi'g~ ~w;~(~iJi': Ix;' ,!, &/0'11 ~();:!t~; :7/*":-9; t J" ~(U itx"i i,. ' . fH~i r;;%' &?M L'0~!~tt nH;i;:~ if ~~~ ~~ff; iNH,~ifJr;~:) . ~%~ 2;i\~JH~07/23/03 1- Skookumchuck Pro ect No.: 130683.0130 Subsurface Investigation ;~?gii€#$tj'!-fJ%~fJ~)*:wl~p~~~~~~'1~1~i,~~~~t1~(~~fl~~~~~~~jl~2t'1~:iitl:rj,J0';:;t~;X11f2W:~~~J?"f4f except where they conflict with the Company's specifications. In case of conflict, the latter shall govern to the extent of such difference. Work In Accordance With Auger borings ASTM 01452 Split barrel sampling ASTM 01586 Rotary wash borings US Army Corps of Engineers, Engineering Manual, EM 1110-1907, Chapter 4 5 Materials The following materials shall be used: General Component Material Bentonite for drilling fluid Naturally occurring,high yield sodium montmorillonite powder containing no polymer additives or chemical treatments Revert~ for drilling fluid Biodegradable drilling fluid Hole plug Naturally occurring,high yield sodium montmorillonite graded chips High solids bentonite grout Naturally occurring,high yield sodium montmorillonite grout with a high solids content Cement ASTM C150, Type I Concrete Ready-mix for aboveground and flush mounted covers, and guard posts; 5,000 psi (34,474 kPa) concrete for aircraft rated covers 3 inch Polyvinyl chloride (PVC)PVC that is National Sanitation Foundation (NSF) tested and approved. Schedule 40 Water Clean, potable, and free from oil, acids, organic materials, or other deleterious substances 6 Approved Manufacturers of Components For the following components, only the listed manufacturers are recognized as maintaining the level of quality of workmanship required by these specifications. If the Contractor wants to propose a non listed manufacturer that is considered to provide an equivalent level of quality, this manufacturer must be identified and supporting testimony provided. Acceptance of the manufacturer as a substitute is at thediscretion of the Company. Component Manufacturer Biodegradable drilling fluid Johnson , " Revert" High solids bentonite grout Baroid Drilling Fluids Inc. , " Aqua-Grout CatalystiBenseal" Hole plug Baroid Drilling Fluids, Inc. I . . .' '" ',~.~ :, +t;. ;:~+; i'n;,t:~f\ft;'tGiJ-J;;~tt;;:;Yiy~::;;t); i::iC": ( ",' - ;FS;~/~~;';,;, - . :':;~~:;i,:3MI07/23/03 1- Subsurface Investigation 7 Services The following articles cover the services included in the Scope of Work. Services are divided into Field Services and Laboratory Testing Services. 1 Field Services. The following items detail the Scope of Work for Field Services to be perfonned by the Contractor. Depths of individual borings shall be approximately 80 feet. The estimated quantities for bidding are provided in ?????????? Drilling Auger Drilling Rotary wash drilling Sampling Sampling frequency Sampling methods Abandonment and Backfilling Borings Boring abandonment Backfill boring with Downhole Shear Casing Installation Testing Falling head permeability testing At 5 foot (1.5 m) intervals between Elevation 390 (- ground surface) and 350, and 2.5 foot intervals from Elevation 350 to refusal on bedrock (- Elevation 310). 2 inch (50 mm) split barrel sampling. High solids bentonite grout with cuttings High solids bentonite grout with cuttings Wave Velocity 3 inch PVC, flush joint. Downhole shear wave testing By ContraCtor By Others (Refer to Article 1. Auger drilling may be used from Elevation 390 to Elevation 350, but rotary wash boring is required between Elevation 350 and refusal on bedrock. Previous investigations indicate the bedrock is Elevation 310 +/- 2 Laboratory Testing Services. The following testing shall be conducted in accordance with the specified source. This testing is to be considered part of the defined Scope of Work, and all associated costs are the responsibility of the Contractor unless specifically identified as Company-conducted. Tests In Accordance With Conducted By Atterberg limits ASTM 04318 Contractor Grain size analysis ASTM 0422 with sample Contractor preparation by ASTM 02217 (wet preparation method), Procedure B Moisture content ASTM 02216 Contractor Specific gravity ASTM 0854 Contractor SpecifIC gravity coarse ASTM C136 Contractor grained soils ~g' ;$.;'FE:;J~\.i~:"-:~...C.: :i' . ": ' ;\,U;i'~1~~?:;';1 ;~' ,,;;r.ji;~;Jf~~~~i;t.'U'~:;~i~:!;Y1~:;~~0W(:~';~~'V::.L; -::;0;i\/t;,i'.. ': :#;:c ::r 2;;)!:J~E;j:'c;/~07/23/03 1- Skookumchuck Pro eet No.: 130683.0130 Subsurlace Investigation ~~~~f ~#~"'i'.;,,~~Y ~Z3Et trflfi ~ f)f,ki \ :~:" J ;,t ~L1:~3';~ ~?;';;!f;!tJ ~~j ~t~ f,~~ ~'f;~~~i~~jW,~~~'l: ~~~m f &ti ~/~;; ' ,'Ki'r: ~:t t\.~\, f~' 8 Technical Attachments The following attachments are located at the end of this Section. The information contained in these documents constitutes requirements under the defined Scope of Work. Document NumberlDescription Title Revision Figure 1 Site Location Map Figure 2 Dam Plan/Drilling Area Figure 3 Boring Location Plan 2 Products 1 General This article describes the labor, equipment, materials, tools, supervision, and services required to perform the subsurface investigation. The purpose of the subsurface investigation is to obtain geotechnical information used to support permitting, design, and construction. Geotechnical information obtained from investigations includes the description and classification of subsuriace materials, engineering properties of subsurface materials, subsurface stratigraphy, presence or absence of groundwater, and the identification of potential geologic hazards. The Contractor shall have all necessary permits, licenses, and insurance coverage required to perform the work. The Contractor shall provide the Company with a current insurance certificate with required coverage before mobilizing. The location, number, types of investigation techniques, and required depth of investigations used in a subsurface investigation are dependent upon the scope of the investigation, geologic setting. and layoutof project structures. The Contractor shall be responsible for locating all underground utilities at each investigation location. No work shall begin until all utility services have been notified, utility . locations have been marked at each investigation location, and the Company has issued an authorization to proceed. The Company will have representatives in the field during the subsurface exploration program. They will observe the services performed to determine, in general, if the services are proceeding in accordance with the intent of the requirements herein. They may request adjustments in the services as required. The Company's field representatives , as required, will approve boring locations; maintain a log of each boring, select intervals for falling head permeability testing, .authorize changes in the services to be performed; and oversee the performance of the services. The Contractor shall add to or deduct from the depth and number of the borings indicated on the drawings as directed by the Company during the course of the work. The Contractor shall also add to or deduct from the number of each type of laboratory test as directed by the Company during the course of the work. Such changes will be determined by the Company, and changes in price due to changes in quantities will be calculated using unit prices. The Contractor shall provide, on each drilling rig, a 20 pound (9.1 kg) ABC type fire extinguisher and one first aid kit equipped with an eyewash bottle. The Contractor shall be held responsible for any damage to existing structures or property resulting from his operations and shall repair or replace any such damaged structures or property to the satisfaction of the property owner at no additional cost to the Company. 1:::i;0;~~N!~0(;;;\;&~~~::,/i~;o; ?:;'\g;;/. f;r:,J:' j;. ~J:%:;i;:Yt~gg~Y;;:%'i;;:.;;.,!~g!.%~~~0f\:hUif~;~:::t. ::i?:i.:. .. , ,.;; '' . )/107/23/03 1-4 Skookumchuck Pro ect No.: 130683.0130 Subsurtace Investigation The Contractor shall be responsible for all damages to streets, roads, curbs, sidewalks, highways, shoulders, ditches, embankments, culverts, bridges. or other public or private property that may be used to transport equipment, materials, or personnel to or from the site and investigation locations, as required. The Contractor shall make satisfactory and acceptable arrangements with the responsible individuals having jurisdiction over the damaged property concerning its repair or replacement Access for the services will be provided by the Company and will be available so that services can proceed as scheduled; however, the Contractor shall have written notification from the Company to proceed before entering areas where the services will be performed. The Contractor shall become familiar with the site prior to bidding the work. All Contractor personnel engaged in the field investigation services shall be trained for such activity, when required. Training shall include, but not be limited to, revjew of the proper use of personal protective equipment, safe operating procedures, and emergency response. 2 Drawings. Drawings indicating the location plan of the borings are included with these technical specifications in Article 1. 1.2.3 Materials All materials required for the subsurface investigation shall be furnished by the Contractor and work shall be performed in accordance with the codes and standards specified herein. The materials shall be new and undamaged and shall conform to .the requirements specified in this specification. Equipment. Equipment shall be in good operating condition and shall operate at the capacity specified or required to perform the work required for the subsurface investigation. Equipment shall be acceptable to the Company. No payment will be made for mobilization costs for equipment brought to the site to replace equipment that breaks down, does not perform satisfactorily, or is found to be unsuitable for site conditions. The Contractor shall provide the Company with all calibration information for calibrated equipment. 5 Water. The Contractor shall furnish all water required for drilling and other work, as required. separate payment will be made for water or for time spent getting water. All water used shall be free from oil, acids, organic materials, or other deleterious substances. In addition, clean water shall be used for mixing grout for backfilling borings. Contractor shall obtain permission and pay all costs associated with using water from fire hydrants. Potable water shall be used for all drilling and piezometer installation. Discharge Water. Discharge water from the boring operations shall be conveyed to natural drainage by piping or ditches acceptable to the Company. The Contractor shall ensure that discharging of water shall be in accordance with all federal, state, and local requirements. At the conclusion of the work, the Contractor shall repair all erosion damage caused by the discharge water and restore ditches and other drainage facilities to their original condition. Electrical Power. The Contractor shall furnish all electrical power required for drilling and other work. No separate payment will be made for providing electrical power. 07/23/03 Skookumchuck Pro ect No.: 130683.0130 Subsurface Investigation 3 Execution All borings shall be drilled vertically unless directed otherwise by the Company or specified herein. The borings shall be kept straight and plumb within limits that will permit satisfactory installation of casings. as required. Should the boring prove unsatisfactory at any time prior to acceptance. the boring shall be considered abandoned with the requirements of Article 1.3, Abandonment of BoringlPiezometers. Cuttings generated during advancement of the borings shall be spread evenly on the ground surface in the vicinity of the piezometer or boring in a manner that will not damage the area or be unsightly. unless directed otherwise by the Company. Water from the boring operations shall be discharged in accordance with Article 1.6. Discharge Water. Sampling shall be perfonned in accordance with the requirements of Article 1.2. Sampling Method and Frequency. The borehole shall be cleaned prior to collecting samples. Borings shall be left open for 24 hours after completion to allow the Company to obtain a water level. unless directed otherwise by the Company. After the 24 hour water level reading, or when directed by the Company, the Contractor shall install casing for downhole shear wave testing. Rotary Wash Drilling. When required, rotary wash drilling shall include earth drilling with or without sampling as directed by the Company. Rotary wash borings shall have the minimum diameter specified in Article 1.1 and shall be of sufficient size to accommodate sampling equipment and down hole shear wave casing installation. Unless otherwise permitted by the Company, rotary wash borings shall be performed in accordance with Article 1.1.4. In silty formations that might be disturbed by conventional side discharging bits, the hole shall be prepared for sampling equipment with a bit equipped with baffles to deflect the drilling fluid upward. Drilling mud or temporary casing shall be provided by the Contractor if required to maintain an open hole. Drilling mud shall consist of a mixture of high-swelling bentonite and water, or biodegradable drilling fluid as specified in Article 1.6 (or acceptable equilJalent approved by the Company) and water, of sufficient viscosity tOpreyentpenetration of the mud into the soil during sampling operations. Chemicaladditives for adjusting viscosity may be used if permitted by the Company. When piezometers are to be installed, high-swelling bentonite shall not be used. If required for borehole stability and approved by the Company, temporary casing may be used by the Contractor. Temporary casing required to advance the boring in soil or rock shall be acceptable to the Company. The casing shall be steel pipe of the size to facilitate all required operations and may be either new material or used material in good condition. Temporary casing shall remain in the boring until its removal is authorized by the Company. The Contractor may be required to move off any boring after drilling and casing placement are completed and then return to the boring to remove all temporary casing and backfill the boring as specified. All temporary casing shall be pulled prior to or during backfilling to ensure complete backfilling of the hole in a manner acceptable to the Company. No payment will be made for temporary casings left in place because of the impracticability of removal. 2 Sampling Method and Frequency When required by the Company, sampling shall consist of split barrel samples at the depths listed in Article 1.1.7. The water level in each boring shall be maintained whenever drilling equipment is retracted in preparation for sampling to avoid unbalanced hydrostatic pressure that might wash in material from the sides and bottom of the boring or make the boring unstable. I: . :: . :. :; 5~fc,,~g;i;i' :~:; ' ".it~fJ:;i t&j;Y~r~~~Ei%)J~Ti;t~?;f~J;~f~?;Jf!&~' : . :L.;T;.;(.~2:::~n:~?J3'tf:(fI1:f~~;fl~Wg"~At~~~t~:tt~:;~iR:~;~/ft:~~rZ;i~ 07/23/03 ?~?:t~~~1~;~~~t'i~~~j;i;,'i~W;,.,~Zo~~:jf~~f&'~;~R~#~~~~~~t~~~7J!~~t~~41ff~"~!~JqE~~~~~~~~~ Subsurface Investigation The 2 inch (50 mm) diameter split barrel samples shall be obtained and resistance to soil penetration shall be measured using the split barrel sampler in accordance with Article 1.1.4. Penetration resistance (blow count) for each 6 inch (150 mm) increment shall be required. The coupling head for the split barrel sampler shall be provided with a ball check valve and shall have open vents. The sampler shall also be equipped with a spring type sample retainer or an acceptable equivalent approved by the Company. The Contractor shall have a minimum of two complete split barrel samplers on the drill rig. The barrel for the sampler shall be at least 18 inches (457 mm) in length to allow for 18 inch (457 mm) long samples. The Contractor shall break down all split barrel samplers after collecting a sample. Sample jars for split barrel samples submitted for physical analysis shall be supplied by the Contractor and shall not be larger than 2-3/8 inches (60 mm) in diameter. Sample jars for split barrel samples shall be moistureproof and vaporproof wide-mouth glass jars with self-sealing screw covers. Sample jars will be labeled by the Company. The Contractor shall supply labels with space for the job name, boring number, interval sampled, and blow count in 6 inch (150 mm) increments. The Contractor may use sealable plastic bags in place of glass jars for storage of samples if approval is obtained from the Company before the start of work. If the Company is away during sampling, the Contractor, under the direction of the Company, shall place the sample in a sample jar or plastic bag and label the sample jar or plastic bag in the manner directed by the Company. The sample jar or plastic bag should then be placed in its appropriate location for the Company to check at a later time. 3 Abandonment of Boring Any boring that does not meet the depth, alignment, plumbness, or other requirements, or any boring on which the Contractor stops work before completion will be considered an abandoned boring. A new boring shall be started in the immediate vicinity at a location designated by the Company after the location of utilities has been established by the Contractor. No payment will be made for any work on an abandoned boring. An abandoned boring shall be backfilled and sealed with cement-bentonite grout, high solids bentonite grout, or cuttings as required in Article 1.1 or as approved by the Company. Any newly installed piezometer that does not meet construction quality, accuracy of piezometer screen placement, or other requirements, or any piezometer on which the Contractor stops work before com- pletion, will be considered an abandoned piezometer. No payment will be made for any work on an abandoned piezometer. Piezometer abandonment shall meet all regulations of the state where the services are perfonned and/or requirements of the Company and be in accordance with Article 1. Grout. A new piezometer shall be installed in the immediate vicinity at a location designated by the Company after the location of utilities has been established by the Contractor. 4 Grout The cement-bentonite or high solids bentonite grout used to backfill borings not completed. The cement- bentonite or high solids bentonite grout seal shall be brought to the ground surface, or as required by the Company. When required, the cement-bentonite grout slurry shall weigh between 12 and 14 pounds per gallon (1. and 1.68 kgIL) and consist of 95 percent (by weight) cement with 5 percent sodium bentonite mixed with no more than 6 gallons (23 L) of water per 94 pound (42.6 kg) sack of cement. Cement shall conform to Article 1.5. The grout shall be thoroughly mixed and shall be used before any stiffening occurs. The Contractor shall supply a balance to measure the weight of the grout. When required, the high solids bentonite grout shall be as specified in Article 1.6, or an acceptable equivalent approved by the Company. The high solids bentonite grout shall be thoroughly mixed I . . - - ;'J,;)K~'j~"l~f~'t~ffh' ~ 1;; ~;T$;i ~rt;i~~f# ~;;i ;;ti:,~41~1 ~i,;,; t!iN:;~%1;~ ?h\ t~Hf:!" l 't; ~i~~1:' X It,:r; ~'i~'i'~i;l'i1 ;'I:'(f; i ~5? ~ ~~ . !j- ;r;~&'t;;~~M~~;tJ~;~~07/23/03 1- Skookumchuck Pro' act No.: 130683.0130 Subsunace Investigation j~~~~~~~~Y~,, according to the manufacturer's specifications. The bentonite grout shall weigh between 9.0 and 9. pounds per gallon (1.08 and 1.14 kg/L), unless otherwise directed by the Company. The Contractor shall supply a balance to measure the weight of the grout. Grout shall be placed by the tremie method. The tremie method shall consist of pumping the slurry down the boring or annular space outside the piezometer casing through a pipe. The bottom of the pipe shall be placed near the bottom of the zone to be grouted and shall be raised as the grout is placed, always keeping the bottom of the tremie pipe below the top of the grout The tremie pipe tip shall be equipped with baffles to discharge the grout upward. The tremie pipe tip shall be placed as close as possible to the top of the sDica sand filter or seal. The tremie pipe tip shall be kept at least 5 feet (1.5 m) below the grout surface during grout placement. Before grouting is completed, the Company will weigh the grout exiting the borehole to ensure that the correct mixture has been brought to the surface. Pumps, piping, and other materials for mixing and pumping grout shall be provided by the Contractor. When allowed in Article 1., borings may be backfilled with cuttings. 5 Downhole Shear Wave Casing Installation The Contractor shall furnish all labor, materials, and equipment for completing the installation of casing for downhole shear wave testing. Casing shall be installed in acqordance with Article 1.4 and as described below. Materials required for construction of the permanent casing shall be as required in Article 1.1. Permanent Schedule 40 PVC casing, with a minimum inside diameter of 3 inches (75 mm), shall be installed to the completed depth of each boring. PVC pipe sections shall be joined using watertight, flush- threaded joints that are acceptable to the Company. A watertight bottom cap shall be provided to seal the bottom of the casing. In accordance with the requirements in Article 1.1 ., the maximum boring diameter shall be 6.5 inches (162.5 mm). The annulus outside the casing shall be backfilled with cement bentonite grout using the tremie method in accordance with Article 1.3.4, Grout. The grout shall have a similar density to the in situ material, and shall consist of 1 pound bentonite (not synthetic materials), 1 pound of Portland Cement, and 6.25 pounds of water. Bentonite drilling mud shall not be used to advance a borehole unless approved by the Company. A biodegradable synthetic drilling fluid acceptable to the Company may be used; the manufacturer's directions shall be carefully followed. 6 Falling Head Penneability Testing The Contractor shall provide a suitable pump, water meter, water level indicator, necessary pipe and connections, and all other equipment and supplies required to perform falling head tests. In general, the tests will be conducted between Elevation 350 and rock. The Contractor shall record the test results on a form acceptable to the Company. Based upon inspection of the samples, the purchaser will select intervals for testing. The hole will be cleaned out from the bottom of the casing to the top of the next sample interval, and the test will be performed. The casing will be filled with water and the time to drop 10 feet, or the drop in 5 minutes will be monitored. If the casing can not be filled, the flow into the casing will be recorded. 7 Cleanup As work at each boring location concludes, the Contractor shall remove all equipment, tools, material, and supplies and shall leave the site clean and clear of all debris generated by his work. All earth cuttings, drilling fluid, and discharge water from piezometer development shall be spread evenly on the ground around the piezometer or boring so as not to damage the area or be unsightly, unless directed otherwise by the Company. I. .. .1:P.J::.1.ih:(:'i.' ;"): :U~.':':i:' : .i:+'~:ci4, ~!, '~L;)7:;;~;K;;;;;tf:~%,:t~':~.:tftl\~.;i: :;.. :,:)t(:-'T~V .:,;rijyi?f'ijfJ!:(r:t/;ik;~J,\'li)~tig.;t;J;;ti!fit~~i%~f 07~3m3 Skookumchuck Pro ect No.: 130683.0130 Subsurtace Investigation 8 Restoration of Damaged Property The Contractor shall conduct all services in a manner to prevent any destruction, scarring, or defacing of the worksite. At the completion of services, the Contractor shall restore each location to its original condition. The Contractor shall, at his own expense, restore all property damaged while accessing the drill sites and performing services. The restoration work shall include, but not be limited to, the repair of fences and roads and the leveling of ruts produced by driving to the investigation locations. 9 Surveying All locations of subsurface investigations shall be surveyed and staked. All surveying shall be performed by a land surveyor registered in the state in which the work is being performed. The Contractor shall use the Company designated elevation datum and coordinate system to locate the subsurface investigations. The Contractor shall not start work at any location until the location has been staked, the surface elevation has been determined, clearance for underground utilities has been received, the location has been reviewed by the Company, and authorization to proceed has been issued. Subsurface investigations shall be located as indicated on the drawing included in these specifications. The acceptable tolerance for elevation shall be 0.1 foot (30.5 mm) and for location shall be 1.0 foot (0.3 m). Locations shall not be moved more than 15 feet (4.6 m) from the planned location without Company's approval. 10 Laboratory Tests Unless otherwise permitted by the Company, each laboratory test shall be performed as specified in the laboratory test standards specified herein. Test results shall be reported on forms suitable for reproduction and shall be acceptable to the Company. Samples to be tested will be selected by the Con:tp~y after completion of the drilling. The Contractor shall be responsiblefordeliVeringthetestsamplestothelaboratory. . . 10.1 Atterberg Limits. When required, Atterberg limits shall be as specified in Article 1.2. The liquid limit shall be determined by securing the results of at least three trials. The test report shall include initial moisture content. 10.2 Grain Size Analysis. When required, grain size analysis shall be as specified in Article 1. This test is a complete sieve analysis, not just a measurement of the percent finer than the No. 200 sieve. This test does not include a hydrometer analysis. If the Company requires hydrometer analyses, they will be requested separately. Reports of the results of this test shall include data and a graph of the data. 10.Moisture Content. When required, moisture content determination shall be as specified in Article 1.2; no exceptions cited. 10.Specific Gravity. When required, the specific gravity of the soils shall be determined as specifiedinArticle1.2;noexceptionscited. 10.5 Specific Gravity of Coarse Grained Soils. Specific gravity determination for gravel and larger grained soils shall be as specified in Article 1. 11 Quantities Measurement Quantities of work completed by the Contractor will be measured and paid for as specified herein. All work not specifically set forth as a pay item shall be considered a subsidiary obligation of the Contractor and all associated costs shall be included in the unit prices. i; ~~I)v tH: ~y~; g: t ~~5 fi\\ Ef~!~crif r: Zf, W~ iff;;2i\tfJ$~ iiK~%1~;111f;1~tif:;!i~&i~$*~1jl~ ;~I~Jrt:fi~U; ~:Alj7~~3#f~:?4f$f~1 ~1f~W~~~ ~4; 07/23/03 Skookumchuck Pro ect No.: 130683.0130 Subsurface Investigation 11.Mobilization and Demobilization. When required, the initial mobilization of drill rig(s), bulldozers, backhoes, cone penetrometer rig(s), crosshole testing equipment, refraction survey equipment, and associated equipment as required in Article 1.5 and demobilization of same shall be made in the amount of the appropriate unit price stated herein, per drill rig, bulldozer, backhoe, cone penetrometer rig, crosshole testing equipment, or refraction survey equipment. If additional mobilization is initiated by a written request from the Company, additional payment for delivery to and removal from the site of all materials, tools, and drilling and sampling equipment will be made, for each item, in the amount of the appropriate unit price stated in this proposal. The mobilization unit prices are to be for the complete mobilization and demobilization. No payment will be made for mobilization costs for equipment brought to the site to replace equipment that breaks down, does not perfonn satisfactorily, or is found to be unsuited to site conditions. No payment will be made for mobilization costs for additional equipment the Contractor chooses to mobilize because of conditions brought about by adverse weather. 11.Drilling and Sampling: The unit price for drilling borings and securing samples shall include the costs of all labor, materials, and equipment required, including all costs of labor, materials, and equipment required for the boring and sampling services. The unit price for borings shall include the costs of making I?orings .and supplying water and all other appurtenant drilling costs, including moving equipment between piezometer and boring locations. Payment for borings will be made on the basis of actual footage of boring advanced, measured from the ground surface to the depth authorized by the Company. The unit price for temporary casings shall include the cost of supplying, installing, and removing all temporary casings. No payments shall be made for temporary casings left in place because of impracticability of removal. Payment for temporary casings shall be made on the basis of actual footage installed, measured from the ground surface to the depth authorized by the Company. The unit price for 2 inch (50 mm) diameter split barrel sampling shall include the costs of cleaning the bottom of the boring before sampling, making standard penetration tests with 2 inch (SO mm) samplers, recovering representative samples of soil from the sampler, opening samplers, and all other appurtenant costs, including the cost of containers and labels for samples, and placing samples in containers as needed. Payment for split barrel sampling shall be made on the basis of the actual number of sampling attempts authorized by the Company. No payment will be made for split barrel sample attempts where there is no recovery due to careless handling or sampling procedures used by the Contractor, as judged by the Company. The unit price for grout sealing borings shall include the cost of all labor, materials, and equipment as required by the Company. Payment for grout sealing will be made on the basis of the actual footage of the boring grouted. If the boring has collapsed before backfilling, the quantity shall be measured from the ground surface to the depth of collapse as determined by the Company. The unit price for sealing borings with granular bentonite below the bottom of piezometers shall include the cost of all labor, materials, and equipment as required by the Company. Payment for sealing will be made on the basis of the actual footage of the boring sealed. 11.Surveying. The unit price for surveying shall include the cost of all labor, materials, and equipment required to survey and stake the location and elevation at all borings, piezometers. and test pits, including tying the survey to a known bench mark or state plane coordinate system. The surveying unit price shall also include the cost of providing the survey results in a letter report and an electronic AutoCAD file. Payment will be made on the basis of the number of borings, piezometers, and test pits surveyed. r/' ;~)~ :s' \;;.- :- ;:J;, .;' gS;,;/r;\cr:2~Jf.:f';~rt'Jt;~;?'~~F~fi1;~~Pg;?;~:~bI'Ji~~t~;J'~jf~9::;*;;;;:tr:::(:n:i;'I'~n:,~ti~;;;"0h?~F(kr",;2, ;;;;.?:, 07/23/03 1- Subsunace Investigation 11.Falling Head Permeability Testing. The unit price for packer testing shall indude all labor materials, and equipment required to perform the testing and record the data during the tests. Payment for falling head testing will be made on the basis of the number of tests performed, induding setup time. 11.5 Permanent Casing Installation for Downhole Shear Wave Velocity Testing. Payment for permanent casing installation for downhole shear wave velocity testing shall include the costs of all labor materials, and equipment required for installing and grouting the casing. Payment shall be made on the basis of actual footage of casing installed, measured from the ground surface to the depth authorized by the Company. 11.Laboratory Tests. The unit price for each laboratory test shall include all costs of labor materials, and equipment for performing the tests and presenting five copies of the results. 11.7 Standby Time/Downtime. Standby time shall be time when the Contractor could be working, but the Company has directed the Contractor to discontinue working and to remain onsite and be prepared to resume services when directed by the Company. Downtime shall be time when services cannot be performed due to failure of the Contractor's equipment or other factors caused by the Contractor that prevent services from being performed. Standby time will be paid only if service stoppages directed by the Company exceed downtime caused by the Contractor. The Company will keep a record of both standby time and downtime. Payment will be based on the actual amount of standby time in excess of downtime. Work stoppage caused by inclement weather does not constitute standby time or downtime. 4 Schedule The Field Services and Laboratory Testing Services shall be performed within the following completion dates. Activity Completion Date Award Work October 23, 2003 fIr1obilize Drilling Contractor October 30, 2003 . . Conduct Drilling Work November 20, 2003 Conduct Laboratory Testing December 25, 2003 07/23/03 if 4t~~~~~~~~1~j~~~~~~J\~~Y~1;?Jr~itW~!'; %~~~~ ~~f~~i;~~jf;!iJ1~ ~~f %~ ~~ Skookumchuek Pro eet No.: 130683.0130 Subsuriaee Investigation LOC TIO MAP SCALI' -. "";1 Skookumchuck Dam Subsurface Investigations Figure 1 Site Location Map Rev. 0 07/23/03 Skookumchuck Pro ect No.: 130683.0130 Subsuriace Investigation ,-- "\\ ., " anr.rr . ~~~.........., \""". DfiUing Area l," " "::.",":~ ------- /\, --\-~~(j...--..........---..... .,/ .." Skookumchuck Dam Subsurface Investigations Figure 2 Dam Plan/Drilling Area Rev. 0 t~-fe!%f$';~M::~(;F~~!~(~, ;'~; i;?;;t,.;c ;!);:Ai,c - ~, . ,:" ;';Y;,L;~'::?!~iiiV-~;ji~J7,~Afffi-;;Y'il~1l!f(,~~.~;j~'i~~1~f~~~~.~U:: .~.~ ' !:Co .~:..,~~,!~t;~f;U~'07/23/03 1- Subsuriace Investigation tmt~J;m~:~i:.~~~~~t~. OH- ,- -.... . 16+00 , .. .' - . Al.. 1'4"'00 .. 1--1 Proposed 2003 Boring Skookumchuck Dam Subsurface Investigations Figure 3 . Boring Location Plan Rev. 0 tfj/ . '~;:.:;:;;:~. (;C; ;(;::.. ;:; nf,'J~!)b;Y~;J~\, ?;" jV~j: y:~:/.. : :Y;:~~;;~:/:Jj:;S:;jIt~::14:;.07/23/03 1- Downhole Shear Wave Velocity Test 0 Downhole Shear Wave Velocity Test 1 General The intent of this testing is to determine the variation in compression (P-wave) and shear wave (S-wave) velocity with depth using downhole seismic test procedures. The boreholes and casing will be installed by others. Field Procedures A three component downhole geophone shall be used to record the seismic signals. Seismic signals shall be created by two sources. A sledge hammer and plate shall be used for as the P-wave source, and a vehicle weighted plank and sledge hammer shall be used as the shear wave source. To take advantage of the S-wave polarization, both sides of the weighted plank shall be struck, and the waveforms recorded separately. P and S wave data shall be collected on 2.5 foot intervals. The recording device shall have at least 24 channels. Signal stacking shall be used to enhance the measurement of polarized signals and reduce ambient vibration interference. Report A report providing P and S wave velocity at each test depth shall be provided in tabulated and graphical form. A description of field procedures and data reduction methodology shall be provided. Schedule The downhole shear wave velocity testing shall be performed within the following completion dates. Activity Completion Date Award Work October 23, 2003 Boreholes and Casing Installed by Others November 20, 2003 Conduct Downhole Shear Wave Velocity Tests December 25, 2003 hLF :~:,ii:?:;N:)t :',V;!:?:(,~W/t, ::, :.)t~f:;r?'J~ ;:,';:' ib~ ,':' ;:": ; . :;:i:E'?;;t;t.;;~~i ;;:iTh~1;,"'I:~:;%;t2,~'2~T.0~~fJf~!:~e. ' . X';i;:tI07/23/03 2- -_.- . -. ------ -_._- . -. -- . Copied 1/11103 CS:hb Fidds- Merwin Scibelli-Merwin StnaIde - Merwin 1'ho1iipsODIFERCEASE - 1~ LCT . '- -~~~c:c. ~ ~ 12praD A: 5CIiedulc. . AcIaiOwlcdgmmt FEDERAL ENERGY REGULATORY COMMISSION Office of Energy Projects Division of Dam Safety and Inspections Portland Regional Office 101 S.W- Main Street. Suite #9OS Portland. Oregon 97204 JUl 3..1 2003 In reply refer to: . P-4441- NAIDAM-W AOO153 Mr. Randy A. Landolt Director, Hydro ResourcesPacifiCorp 825 NEMultIiomah; Suite isoo Portland. OR 97232 Dear Mr. Landolt: This is to acknowledge your :May 1; 2003 letter, in. response to our March 19, 2003 letter. proposing a plan and schedule for providing supplemental information to the January 15, 2~ Fourth Independent ConsUltant's Safety Inspection Report for theS~~~1?'foj~,FERC:No,,4441., We:bave-~e following comments on the items ~sse4in.'YourMa;y.J le~f:' ,- .::":' ':.. .. . ,::: .:'~;:: .-; :::::' ::~": :~. l, :~::i~ ;.:...... -""':~;.'-~. . 0 Items 1 an,d 2 : You ProPOsed to oondUc~ a Q.ew seismic hazard ey~uation whic~ would include Cascadia Su~tion Zone, deep intJ;aplatC even~ and the Legislature fault Further~ the ~ormatiOD provided in Dr. I. M. Idriss~ September 20 2002 letter report would be inc~ int~ the eval~atioIi and the _evaluation submitted to ~office by Decem~r 31, 200~. This is ~:ptable. . . '. ..,.. . !3. Ite~ 3 .' Yo~propo~d.subtnitp~ ~d'~~ati~~~~or the Sk~h~ck.' Dam driI1ingfe~pl~iiOi1s p!ograro:by July 3t~ 2.QO3; :bCgin,-the:-driJJinWexplorati;ons by OCtober. 31, .2003; ~d subniit. fue. eXploration res~ts .an": a liquefaction ~valuatiOn by.M~ 31, 2004. This is acceptable. In addition to the plans and sPecifiCations, a Quality Control and 1nspection 'Program, including.a soil erosion and sediment cOntrol pl~, should be submi,tted. By June 13, 2003 letter. Mr. RogerL Raeburn, ~ger. Hydro Plant En~ering; forwarded drawings $Qwing-rpe existing and propo~ed.. c1!ill hole locations. We have reviewed this information; the proposed locations of the three new dt:illli.ole~ are accC?pt.ablp~. -We:concur that, as infonnation is leanied from the iDitial ~~~~J)tofft1e;.borings,;~~-bo~_IWlY;~~eeded:: :: ~ .-:..';. ,-'.'..:;:; ,-:. :,~~.::; ~:~::;r,~ ;. .-..:'::: :.C':";" -:::~:"".. '~;;':~. . :;'::!;':;=--::-:". ." '. '.-:. . " ". ..-.' . '".. - '- . .- . Critical EDergy Infrastructure Information -:po Not Release- 0 Item 4 - Based on the results obtained from the drilling/explorations program addressed in Item 3, you indicated that a post-earthquake deformation analysis may be performed and, if appropriate, a non-liQear 2-dimensional dynamic analysis would be performed. This is acceptable. If these analyses are considered necessary, the plan and schedule for the work must be submitted to this office for our review. 0 Item 5 - You stated that your consultant will review the recently completed U. Anny Corps of Engineers' Skookumchuck Dam PMF study, and that copies of the PMF srody and your consultant's comments thereon will be submitted by December 31, 2003. This is acceptable. As a reminder, all of the above disciJssed submittals .s.houJd. be.i!iQ:ipUCate:to this office. Iiyou have any questions, please COlitact MesSrs. William Lagnion or Edward. Perez of this office at (503) 522-2748 or (503) 552-2750, respectively. Sincerely, . ~ ~T. Hall, P.E. . Regional Engineer Crit:ica1 Energy Infrastructure Information Do Not Release- Copied 10-10-03 CS:hb Fields - Merwin Kirschenlllan - 1500 LCT Leis - 1500 LCT Cunnor -- 1500 LCT Raeburn - I 500 LCT Snyder - 1500 LCT Strande - 1500 LCT Sturtevant - 1500 LCT Thompson/FERCEASE - 1500 LCT File: Skookumchuck. Compliance FERC. Part 12 D Report 2002-Plan and Schedule response, Instrumentation Maintenance FEDERAL ENERGY REGULATORY COMMISSION Office of Energy Projects Division of Dam Safety and Inspections Portland Regional Office 101 S.W. Main Street. Suite #905 Portland. Oregon 97204 ~D3 In reply refer to: 4441- NA TDAM-W AOOl53 Mr. Randy A. Landolt Director, Hydro Resources PacifiCorp 825 NE Multnomah. Suite 1500 Portland. OR 97232 Dear Mr. Landolt: This is to acknowledge your July 30 2003 letter providing plans and :-.prrifications for the drilling program regarding the January 15.2002 Fourth Jl\depend~n' Consultant's Safety Inspection Report for the Skookumchuck Project, FERC No. 4441. We have the following comments: (1) As requested in our July 31 , 2003 letter, a Quality Control and Inspection Program (QCIP). including a sediment and erosion control plan (SECP). should be submitted. Your July 30 letter did not provide a QCIP or SECP. Section 1.2. Discharge Water, states that drilling discharge water will be sent to ditches. Discharge water and cuttings from drilling activities should be contained within the area of drilling In a manner that will not cause aaverse en'vironmentai Impacts. (2) Section 1.1.4 - SPT sampling should be performed in accordance with ASTM D 6066, "Standard Practice for Determining the Normalized Penetration Resistance of Sands for Evaluation of Liquefaction Potential", in addition to ASTM 1586. "Standard Test Method for Penetration Test and Split-Barrel Sampling of Soils . However, you are required to perform continuous SPTs below Elevation 350 as slated in Item 6. below. Critical Energy Infrastructure Information Do Not Rclcnsc- (3) Section 1.1.1 - Scope of Work. should include the installation of open tube piezometers in two of the borings for the purpose of measuring static water level readings and falling head permeability tests if appropriate. Tip installation elevations of the piezometers should be chosen on the basis of conditions encountered during drilling operations. (4) Section 1.3.1 - Rotary Wash Drilling, states that casing may be used to maintain an open boring. This section should state that if casing is used, it should not be advanced within 2.5 feet of the current standard penetration testing (SPT) interval in conformance with ASTM D 6066 section 11. (5) The type of hammer used to advance SPTs should be provided along with the appropriate calibrai\on data. CaJibrationdata should be provided with the information requested in Item 7, below. In addition, a liner should be used in the SPT sampler (creating a constant I 3/8" ill) to eliminate the need to apply a correction factor in the nonnalization of N values. (6) Section 1.1.7.1 - SPTs may be performed on 5-foot intervals from the ground surface to approximate Elev. 350 as indicated. SPTs should then be performed continuously from Elev. 350 to refusal on bedrock, instead of 2.foot intervals as stated. (7) A copy of the field boring logs, backfill records, and piezometer/casing installatioprefords shoJIld bem~iled or faxed to this office within 19 days upon corripletion~f9f'iUingactivities,. Field boringlogsshouldilldudert::covery,anddetails of casing advancement if used: Once the above comments are incorporated, the plans and specifications will be acceptable. No work may proceed until a QCIP and SECP for the work is filed with and approved by this office. Please provide the QCIP and SECP as soon as possible so that we can continue our review and that you may meet the current construction schedule. You are reminded that, as licensee, it is your responsibility to ensure that construction practices are such that erosion and other potential environmental impacts during and after the proposed work are minimized, and that all deleterious material and fluids are kept out of the river. In addition, you must notify this office as soon as possible if there arc any developments that might affect the integrity of the Skookumchuck Dam. Critical Energy Infrastructure (nformation Do Not Release- As a reminder. all of the above discussed submittals should be made in triplicate to this office. If you have any questions. please contact Messrs. William Lagnion or Edward Perez of this office at (503) 522-2748 or (503) 552-2750. respectively. Sincerely. I'" ) , ---===:.:' - .--:.~ Harry T. Hall, P. Regional Engineer Critical Energy Infrastructure Information Do Not Release- EX H I B I T B SK O O K U M C H U C K F O R E C A S T . 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S 5 E f l 44 2 44 2 $ ( 1 , 05 6 ) (1 , 73 2 ) TO T A L F O R E C A S T De s c r i D t i o n o f W o r k No v - De c - Ja n - Fe b - TO T A L Fi s h H a t c h e r v 29 4 34 , 29 4 68 , 58 8 Se c u r i t y 10 , 80 0 10 , 80 0 10 , 80 0 10 , 80 0 43 , 20 0 Wi l d l i f e M a n a g e m e n t P l a n 72 0 22 0 22 0 72 0 17 , 88 0 Hv d r o l o g i c D a t a - U S G S D a t a Ro u t i n e O p e r a t i n g E x p e n s e s 98 9 98 9 98 9 98 9 95 6 FE R C I s s u e s Sk o o k u m c h u c k S t a b i l i t y A n a l v s i s D r i l l i n g P r o g r a m 16 , 00 0 00 0 22 , 00 0 11 , 30 0 76 , 30 0 Sk o o k u m c h u c k W e v e r h a e u s e r E a s e m e n t P a y m e n t 00 0 00 0 An n u a l R e v e n u e f r o m G e n e r a t i o n S a l e s (2 , 00 0 ) (1 , 50 6 5 (3 , 50 0 ) TO T A L 71 , 60 3 43 , 00 9 36 , 00 9 62 , 60 3 $ 2 1 5 , 4 2 4 After Recording Return to: Attn: EXHIBIT C SPACE ABOVE liNE FOR RECORDER'S USE ONLY Title of Document: Grantors: Grantee: Abbreviated Legal Description: Assessor s Tax Parcel Account Nos. PonInd2-4449826.1 0058815-00068 SpecialW'arranty Deed Pacificorp, an Oregon corporation (formerly known as Pacific Power & Light Company); Avista Corporation a Washington corporation (formerly known as the Washington Water Power Company) See page 2 for complete names of all Grantors Skookumchuck LLC, a Washington lmIitedliabilitycomp3.I1Y . Ptn Sec 7 , 11 , 14, 15, 16, 17 & 18, TI5N, RIE and Pm Sec 12 & 13, T15N, R1W Complete legal description is on Exhibit A of this document 11512310400(TCA-540); 11512340100(TCA-540) 11513100000(TCA-561); 11513120000(TCA-561) 11513210000(TCA-561); 11513310000(TCA-540) Additional tax parcel account numbers are on Exhibit B of this document EXHIBIT C SPECIAL WARRANTY DEED The Grantors, Pacificorp, an Oregon corporation (formerly known as Pacific Power & Light Company); Avista Corporation, a Washington corporation (formerly known as the Washington Water Power Company); The City of Seattle, a municipal corporation; The City of Tacoma, a municipal corporation; Public Utility District No.1 of Snohomish County, a municipal corporation; Puget Sound Energy, Inc., a Washington corporation (formerly known as Puget Sound Power & Light Company); Public Utility District No.1 of Grays Harbor County, a municipal corporation; and Avista Corporation, a Washmgton corporation (non-utility) . (collectively herein, the "Grantors ) for good and valuable consideration, in hand paid, do hereby bargain,. sell and convey to Skookumchuck LLC, a Washington limited liability company, the Grantee, the following-described real property situated in the County of Thurston, State of Washington: See Exhibit A attached hereto and incorporated herein by this reference. This conveyance is subject to taxes and assessments, general and special, not yet due and payable; and all agreements, easements, reservations, restrictions, covenants and conditions listed on Exhibit C attached hereto and incorporated herein by this reference. The Grantors, for themselves and for their successors in interest, do by these presents ~xpresslY)imit:;tQecov~l1Iillts ofthis Detfd.. those her~ip.e~ressep:Aexclude all fC'venants arising or to arise by statutory or other iIIlplication, and doherebycoveriant that against all persons whomsoever lawfully claiming or to claim by, through or under the Grantors, and not otherwise, they will warrant and defend the title to the above-described real property. Portlnd2~9826.0058815~8 DATED:2003. Portlnd2~9826.1 0058815~8 EXIllBIT C PACIFICORP, an Oregon corporation By: Printed Name: Title: A VISTA CORPORATION, a Washington corporation By: Printed Name: Title: THE CITY OF SEA TILE, a municipal corporation By: Printed Name: Title: THE CITY OF TACOMA, a municipal corporation By: Printed Name: Title: EXIllBIT C PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY , a municipal corporation By: Printed Name: Title: PUGET SOUND ENERGY, INC., a Washington corporation By: Printed Name: Title: PUBLIC UTILITY DISTRICT NO.1 OF GRA YS HARBOR COUNTY, a municipal corporation By: Printed Name: Title: A VISTA CORPORA nON, a Washington corporation (non-utility) By: Printed Name: Title: PonInd2-4449826.1 0058815-00068 EXIllBIT C STATE OF ) ss. COUNTY OF On this day of 2003, before me personally appearedto me personally known to be the PACIFICORP, the Oregon corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at My appointment expires: ) ss. STATE OF COUNTY OF On this day of , 2003 before me personally appeared , to me personally known to be the of A VISTA CORPORATION, the Washington corporation that executed the within and foregoing instrument and acknowledged said instrument to be the free and voluntary act and deed of said corporation for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affIXed my seal the day and year first above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at My appointment expires: Portlnd2-4449826.1 0058815-00068 EXIllBIT C COUNTY OF ) ss. STATE OF On this day of 2003, before me personally appeared , to me personally known to be the of THE CITY OF SEA TILE, the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at My appoinnnent expires: COUNTY OF ) ss. STATE OF On this day of 2003, before me personally appeared , to me personally known to be the of THE CITY OF TACOMA, the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at My appoinnnent expires: Portlnd2~9826.0058815~8 EXIllBIT C STATE OF ) ss. COUNTY OF On this day of 2003, before me personally appeared , to me personally known to be the of PUBLIC UTILITY DISTRICT NO.1 OF SNOHOMISH COUNTY. the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year first above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at My appointment expires: STATE OF ) ss. COUNTY OF On . this day of 2003, before me personally appeared , to me personally known to be the of PUGET SOUND ENERGY, INC., the Washington corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affixed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affIXed my seal the day and year fIrst above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of , residing at Pordnd2~9826.0058815~8 EXIllBIT C My appointment expires: STATE OF ) ss. COUNTY OF On this day of 2003 before me personally appeared , to me personally known to be the of PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY, the municipal corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affIXed, if any, is the corporate seal of said municipal corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affIXed my seal the day and year first above written. Signature: Name (Print): NOT AR Y PUBLIC in and for the State of , residing at My appointment expires: STATE OF ) ss. COUNTY OF On this day of , 2003 before me personally appearedto me personally known to be the , the corporation that executed the within and foregoing instrument, and acknowledged said instrument to be the free and voluntary act and deed of said corporation, for the uses and purposes therein mentioned, and on oath stated that (s)he was authorized to execute said instrument and that the seal affIXed, if any, is the corporate seal of said corporation. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my seal the day and year fIrst above written. Signature: Name (Print): NOTARY PUBLIC in and for the State of Portlnd24449826.1 0058815-00068 EXHIBIT C , residing at My appointment expires: EXIllBIT A (Complete legal description) IN THE COUNTY OF THURSTON, STATE OF WASHINGTON TOWNSHIP FIFfEEN (15) NORTH, RANGE ONE (1) EAST OF THE WILLAMETfEMERIDIAN , PARCEL 1 - SECTIONS ELEVEN (11), FOURTEEN (14), FIFfEEN (15), SIXTEEN (16) AND SEVENTEEN (17) BEGINNING AT A POINT ON THE EAST-WEST LINE BETWEEN SECTIONS 11 AND 14 THAT IS NORTH 870 00' 05" WEST 182.27 FEET FROM THE SOUTHEAST CORNER OF SAID SECTION 11; TIlENCE ALONG THE FOLLOWING COURSES AND DISTANCES SAID SECTION 11: NORTH 530 49' 14" EAST 100.09 FEET; NORTH 650 55' 35" WEST 359.73 FEET; SOUTH 430 16' 54" WEST 220.51 FEET; SOUTH 600 49' 42" WEST 45.76 FEET, MORE OR LESS, TO A POINT ON THE SOUTH LINE OF SAID SECTION 11; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SAID SECTION 14: SOUTH 600 49' 42" WEST 255.90 FEET; SOUTH 71 0 30' 17" WEST 338.46 FEET; NORTH 510 54' 39" WEST 271.89 FEET; NORTH 830 20' 37" WEST 254.24 FEET; NORTH 760 03' 51" WEST 356.87 FEET; SOUTH 700 40' 57" WEST 436.45 FEET; SOUTH 590 49' 51" WEST 255.72 FEET; SOUTH 470 47' 22" WEST 236.45 FEET; SOUTH 580 20' 37" WEST 81.47 FEET; SOUTH 750 59' 05" WEST 82.72 FEET; SOUTH 880 24' 10" WEST 73.99 FEET; NORTH 730 22' 49" WEST 69.10 FEET; NORTH 640 51' 36" WEST 98. FEET; NORTH 530 03' 31" WEST 177.29 FEET; NORTH 880 20' 53" WEST 49.75 FEET; NORTH 700 36' 08" WEST 92.49 FEET; NORTH 580 47' 11" WEST 78.31 FEET; NORTH 460 41' 53" WEST 221.29 FEET; SOUTH 740 41' 45" WEST 662.79 FEET; NORTH 860 11' 28" WEST 186.15 FEET; SOUTH 780 26' 42" WEST 242.55 FEET; NORTH 870 59' 29" WEST 494.18 FEET, MORE OR LESS, TO A POINT ON THE NORTH-SOUTH SECTION LINE COMMON TO SECTIONS 14 AND 15 THAT IS SOUTH 010 52' 20" WEST 493. FEET FROM THE NORTHWEST CORNER OF SAID SECTION 14; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SAID SECTION 15: NORTH 870 59' 29" WEST 327.43 FEET; NORTH 740 02' 53" WEST 400.22 FEET; NORTH 880 45' 51" WEST 575.91 FEET; SOUTH 760 33' 47" WEST 492.55 FEET; SOUTH 160 25' 23" WEST 164.36 FEET; SOUTH 590 05' 01" WEST 329.19 FEET; NORTH 760 22' 18" WEST 407.09 FEET; SOUTH 320 14' 15" WEST 423.58 FEET; NORTH 890 33' 35" WEST 156.21 FEET; NORTH 330 49' 33" WEST 186.80 FEET; SOUTH 6r 47' 03" WEST Portlnd2-4449826.1 0058815-00068 EXHIBIT C 257.36 FEET; SOUTH 8r 05' 25" WEST 287.38 FEET; SOUTH 340 00' 02" WEST 263. FEET; NORTH 520 43' 21" WEST 152.81 FEET; SOUTH 860 35' 42" WEST 664.04 FEET; SOUTH 250 15' 30" WEST 378.46 FEET; NORTH 850 32' 51" WEST 369.85 FEET; SOUTH 690 45' 16" WEST 285.24 FEET; NORTH 880 02' 05" WEST 120.15 FEET, MORE OR LESS, TO A POINT ON THE NORTH-SOUTH SECTION LINE COMMON TO SECTIONS 15 AND 16 THAT IS SOUTH 020 26' 44" EAST 1 846.54 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 15; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SAID SECTION 16: NORTH 880 02' 05" WEST 144.02 FEET; NORTH 620 20' 54" WEST 244.42 FEET; NORTH 400 31' 43" WEST 215.43 FEET; NORTH 820 23' 41" WEST 161.01 FEET; SOUTH 830 11' 32" WEST 349.15 FEET; SOUTH 880 51' 12" WEST 334.53 FEET; SOUTH 760 46' 31" WEST 564.62 FEET; NORTH 800 09' 45" WEST 693.06 FEET; SOUTH 850 54' 49" WEST 391.76 FEET; NORTH 730 54' 40" WEST 592.15 FEET; NORTH 200 12' 38" EAST 239.00 FEET; NORTH 060 58' 06" EAST 165.47 FEET; SOUTH 740 49' 49" WEST 104. FEET; SOUTH62O 14' 25" WEST 776.84 FEET; NORTH.87O 28' 02" WEST 220.95 FEET; SOUTH 800 53' 35" WEST 766.03 FEET; NORTH 850 36' 44" WEST 46.89 FEET, MORE OR LESSi TO A POINT ON THE NORTH-SOUTH SECTION LINE COMMON TO SECTIONS 16 AND 17 THAT IS SOUTH 020 20' 51" EAST 1 836.31 FEET FROM THE NORTHWEST CORNER OF SAID SECTION 16; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SECTION 17: NORTH 850 36' 44" WEST 132.92 FEET; NORTH or 21' 01" EAST 128.11 FEET; NORTH 230 07' 41" WEST 325.96 FEET; NORTH 030 45' 27" EAST 318.32 FEET; NORTH 850 40' 34" WEST 162.58 FEET; SOUTH 280 26' 02" WEST 320.98 FEET; SOUTH 030 48' 36" WEST 182.46 FEET; SOUTH 2r 25' 40" EAST 232.05 FEET; NORTH 800 33' 24" WEST 258.57 FEET; NORTH 650 21'10" WEST 287.74 FEET; SOUTH 690 12' 12" WEST 394.IFF:~T;:~gRTH' 3~ 0 , 3?' .' 27"~T7?'~;13':F'EET;~Q UTH,, '44~\ 11" WEST lQ9 ,~5 FEET; NORTH 79.. '30' 27" WEST 173~22FEET;N()RTH66O 00'29'1 WEST 114.86 FEET; NORTH 770 32' 52" WEST 350.23 FEET; SOUTH 620 54' 49" WEST 169.14 FEET; SOUTH 330 05' 59" WEST 584.71 FEET; SOUTH 740 11' 20" WEST 845.70 FEET; NORTH 720 17' 34" WEST 1 186.61 FEET; NORTH 470 40' 31" WEST 156.06 FEET, MORE OR LESS, TO A POINT ON THE WEST LINE OF SAID SECTION 17 THAT IS SOUTH 000 19' 55" WEST 415.45 FEET FROM THE NORTHWEST CORNER OF SAID SECTION THENCE SOUTHERLY ALONG THE WEST LINE OF SAID SECTION TO THE SOUTHWEST CORNER OF THE NORTHWEST QUARTER OF THE SOUTHWEST QUARTER OF SAID SECTION; THENCE EASTERLY, ALONG THE SOUTH LINE OF THE NORTH HALF OF THE SOUTH HALF OF SAID SECTION, 402.17 FEET TO A POINT; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SECTION 17: NORTH 790 25' 38" EAST 846.57 FEET; SOUTH 510 56' 54" EAST 123.58 FEET; SOUTH 850 51' 31" EAST 166.81 FEET; NORTH or 52' 28" WEST 272.18 FEET; NORTH 620 14' 10" EAST 317.25 FEET; SOUTH 5r 28' 44" EAST 313.04 FEET; NORTH 650 55' 38" EAST 105.35 FEET; NORTH 870 57' 47" EAST 703.00 FEET; SOUTH 830 31' 25" EAST 427.31 FEET; NORTH 580 18' 40" EAST 460.38 FEET; SOUTH 390 38' 57" EAST 360.74 FEET; SOUTH 870 17' 54" EAST 129.02 FEET; SOUTH 460 56' 40" EAST 474. Ponlnd2-4449826.1 005881S..(J0068 EXIDBIT C FEET; NORTH 710 34' 04" EAST 236.69 FEET; SOUTH 880 48' 09" EAST 232.44 FEET; NORTH 71 0 34' 25" EAST 453.41 FEET , MORE OR LESS, TO A POINT ON THE NORTH- SOUTH SECTION LINE COMMON TO SECTIONS 16 AND 17 THAT IS SOUTH OZO 20' 51" EAST 3 799.98 FEET FROM THE NORTHEAST CORNER OF SAID SECTION 17; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SECTION 16; NORTH 710 34' 25" EAST 66.25 FEET; NORTH 720 01' 00" EAST 240.65 FEET; SOUTH 770 56' 16" EAST 429.48 FEET; SOUTH 540 48' 47" EAST 311.98 FEET; SOUTH 810 21' 40" EAST 307.40 FEET; SOUTH 440 57' 41" EAST 665.70 FEET; NORTH 500 Ol' 56" EAST 508.54 FEET; SOUTH 860 38' 08" EAST 146.78 FEET; NORTH 500 50' 53" EAST 174.84 FEET; SOUTH 880 33' 23" EAST 113.41 FEET; SOUTH 330 23' 03" EAST 200.31 FEET; NORTH 420 52' 15" EAST 187.86 FEET; SOUTH 650 02' 35" EAST 250. FEET; SOUTH 390 05' 42" EAST 698.82 FEET; NORTH 490 22' 24" EAST 225.54 FEET; NORTH Ol 0 07' 02" WEST 507.66 FEET; NORTH 160 09' 36" WEST 362.05 FEET; NORTH 040 44' 27" WEST 217.89 FEET; NORTH 5ZO 03' 43" EAST 115.97 FEET; NORTH 810 08' 00" EAST 455.98 FEET; NORTH 890 02' 56" EAST 367.24 FEET; NORTH 390 54' 40" EAST 320.69 FEET; SOUTH 370 54' 29" EAST 342.62 FEET; NORTH 680 50' 52" EAST 439.91 FEET, MORE OR LESS, TO A POINT ON THE NORTH-SOUTH SECTION LINE BETWEEN SECTIONS 15 AND 16 THAT IS SOUTH OZO 26' 44" EAST 2 979.49 FEET FROM THE NORTHEAST CORNER OF SAID SECTION 16; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SECTION 15: NORTH 680 50' 52" EAST 147.51 FEET; SOUTH 580 22' 18" EAST 221.38 FEET; SOUTH 850 10' 21" EAST 505.81 FEET; NORTH 200 22' 33" EAST 180.03 FEET; SOUTH 800 21' 39" EAST 478.83 FEET; NORTH 110 20' 03" EAST 230.24 FEET; NORTH 680 10' 44" EAST 275.97 FEET; NORTH 890 30' 09" EAST 272.44 FEET; SOUTH 750 41' 41" EAST 43.02 FEET; NORTH 780 37' 48" EAST 506.93 FEET; NORTH 830 20' 25" EAST 448.82 FEET; NORTH 460 04' 37" EAST 296.71 FEET; NORTH 790 33' 02" EAST 637.43 FEET; NORTH 510 46' 37" EAST 551.52 FEET; NORTH SIO 2S' 02 EAST 606.99 FEET; NORTH 750 18' 13" EAST 290.80 FEET; SOUTH 850 56' 25" EAST 134.60 FEET; NORTH 480 23' OS" EAST 68.60 FEET, MORE OR LESS, TO A POINT ON THE NORTH-SOUTH SECTION LINE COMMON TO SECTIONS 14 AND 15 THAT IS SOUTH 010 52' 20" WEST 1,452.35 FEET FROM THE NORTHEAST CORNER OF SAID SECTION 15; THENCE ALONG THE FOLLOWING COURSES AND DISTANCES IN SECTION 14: NORTH 480 23' 08" EAST 71.61 FEET; SOUTH 700 59' 32" EAST 304.30 FEET; NORTH 680 24' 16" EAST 286.10 FEET; NORTH 790 00'16" EAST 559.39 FEET; SOUTH 890 13' 50" EAST 538.86 FEET; NORTH 610 44' 25" EAST 315.72 FEET; SOUTH 850 02' 10" EAST 1,180.34 FEET; NORTH 610 30' 30" EAST 819.09 FEET; NORTH 710 29' 01" EAST 761.67 FEET; NORTH 530 49' 14" EAST 601.16 FEET, MORE OR LESS , TO A POINT ON THE EAST-WEST SECTION LINE BETWEEN SECTIONS 11 AND 14 THAT IS NORTH 870 00' 05" WEST 182.27 FEET FROM THE NORTHEAST CORNER OF SAID SECTION 14, AND THE POINT OF BEGINNING FOR THIS DESCRIPTION. PARCEL 2 - SECTION EIGHTEEN (1S) Ponlnd2-4449826.1 0058815-00068 EXIDBIT C THOSE PORTIONS OF THE NORTH HALF AND THE NORTH HALF OF THE SOUTHEAST QUARTER OF SAID SECTION 18 LYING SOUTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 18 THAT IS SOUTH 000 19' 55" WEST 1.415.45 FEET FROM THE NORTHEAST CORNER OF SAID SECTION; THENCE NORTH 470 40' 31" WEST 951.19 FEET; THENCE NORTH 710 15' 47" WEST 1 858.15 FEET; THENCE SOUTH 730 14' 02" WEST 1 096.69 FEET; THENCE SOUTH 610 46' 54" WEST 317.30 FEET; THENCE SOUTH 870 40' 58" WEST 89.00 FEET, MORE OR LESS, TO A POINT ON THE NORTHEASTERLY LINE OF THAT CERTAIN TRACT CONVEYED BY SCOIT PAPER COMPANY TO HENRY W. TURNER AND EVELYN TURNER BY DEED DATED MAY 22, 1958 AND RECORDED JUNE 3 , 1958 UNDER AUDITOR'S FILE NO. 597416; THENCE NORTHWESTERLY, ALONG SAID NORTHEASTERLY LINE OF SAID TURNER TRACT, TO THE NORTH LINE OF SAID SECTION 18; THENCE WESTERLY, ALONG SAID NORTH LINE OF SAID SECTION, TO THE NORTHWEST CORNER THEREOF; AND LYING NORTHERLY OF THE FOLLOWING DESCRIBED LINE: BEGINNING AT A POINT ON THE EAST LINE OF SAID SECTION 18 THAT IS SOUTH 000 19' 55" WEST 3 759.54 FEET FROM THE NORTHEAST CORNER OF SAID SECTION; THENCE NORTH 680 11' 24" WEST 614.59 FEET; THENCE NORTH 440 33' 55" WEST 1 275.23 FEET; THENCE NORTH 3r 13' 14" WEST 827.33 FEET; THENCE NORTH 860 47' 55" WEST 1 202.47 FEET; THENCE SOUTH 340 42' 19" WEST 811.72 FEET; THENCE NORTH 140 23' 23" WEST 79.18 FEET, MORE OR LESS, TO A POINT ON THE SOUTHEASTERLY LINE OF THAT CERTAIN TRACT CONVEYED BY SCOTI PAPER COMPANY TO HENRY W. TURNER AND EVELYN TURNER BY DEED DATED MAY 22, 1958 AND RECORDED JUNE 3, 1958 UNDER AUDITOR'S Fll..E NO. 597416; THENCESOUTHWESTERL Y, ALONG SAID SOUTHEASTERLY LINE OF SAID TURNER TRACT TO ITS INTERSECTION WITH THE EAST-WEST CENTERLINE OF SAID SECTION 18; THENCE WESTERLY, ALONG SAID EAST-WEST CENTERLINE, TO THE WEST QUARTER CORNER OF SAID SECTION 18. EXCEPTING THEREFROM THAT PORTION OF THE NORTHWEST QUARTER OF SAID SECTION 18 CONTAINED IN THAT CERTAIN TRACT CONVEYED BY SCOTI PAPER COMPANY TO HENRY W. TURNER AND EVELYN TURNER BY DEED DATED MAY 22, 1958 AND RECORDED JUNE 3, 1958 UNDER AUDITOR'S FILE NO. 597416, AND EXCEPT THAT PORTION CONVEYED TO THURSTON COUNTY FOR COUNTY ROAD KNOWN AS JOHNSON CREEK ROAD SE BY INSTRUMENT RECORDED JANUARY 12 1972 UNDER AUDITOR'S FILE NO. 857989, AND EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON DEPARTMENT OF GAME BY INSTRUMENT RECORDED AUGUST 18, 1972 UNDER AUDITOR'S FILE NO. 872705 , AND Ponlnd2~9826.0058815~8 EXIDBIT C EXCEPT THAT PORTION CONVEYED TO THE STATE OF WASHINGTON BY INSTRUMENT RECORDED APRIL 24, 1979 UNDER AUDITOR'S FILE NO. 1074923. TOGETHER WITH THAT PORTION OF V ACA TED ROADWAY, IF ANY, THAT WOULD ATIACH TO BY OPERATION OF LAW AS DISCLOSED BY RESOLUTION 7312 AS RECORDED JULY 27 1982 UNDER AUDITOR'S FILE NO. 8207270131. PARCEL 3 - SECTIONS SEVEN (7) AND EIGHTEEN (18) THAT PORTION OF GOVERNMENT LOT 4 OF SAID SECTION 7 AND THOSE PORTIONS OF THE NORTHEAST QUARTER OF THE NORTHWEST QUARTER, GOVERNMENT LOTS 1 AND 2, THE SOUTHEAST QUARTER OF THE NORTHWEST QUARTER, THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER AND OF GOVERNMENT LOT 3 OF SAID SECTION 18, DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF SAID SECTION 7; THENCE NORTH 000 18' 39" EAST, ALONG THE WEST LINE OF SAID SECTION, 122.21 FEET; THENCE SOUTH 780 10' 12" EAST 528.20 FEET; THENCE SOUTH 610 28' 14" EAST 362.28 FEET; THENCE SOUTH 150 42' 23" EAST 390.98 FEET; THENCE SOUTH 090 50' 00" EAST 575.00 FEET, MORE OR LESS, TO THE LINE OF ORDINARY HIGH WATER OF THE LEFT BANK OF SKOOKUMCHUCK RIVER; THENCE NORTHEASTERLY, ALONG SAID LINE OF ORDINARY HIGH WATER, 1,270.00 FEET, MORE OR LESS, TO A POINT DESCRIBED AS 747.00 FEET SOUTH AND 2 215.25 FEET EAST OF THE NORTHWEST CORNER OF SAID SECTION 18; THENCE SOUTH 070 22' 35" WEST 434.30 FEET; THENCE SOUTH 340 14' 22" WEST 298.32 FEET; THENCE SOUTH 330 36' 51" WEST 327.28 FEET; THENCE SOUTH 460 55' 48" EAST 32.33 FEET; THENCE SOUTH 460 10' 44"WEST22:z.71 FEET; TlIENCE SOUTH lQo 03' 38" WEST 142.48 FEET; THENCE SOUTH 360 18' 34" WEST 426.57 FEET; THENCE SOUTH 030 39' 39" WEST 300. FEET; THENCE SOUTH 420 49' 24" WEST 597.78 FEET; THENCE NORTH 790 22' 14" WEST 189.91 FEET; THENCE NORTH 560 47' 53" WEST 186.23 FEET; THENCE NORTH 380 24' 23" WEST 720.00 FEET, MORE OR LESS, TO SAID LINE OF ORDINARY HIGH WATER; THENCE SOUTHWESTERLY ALONG SAID LINE OF ORDINARY HIGH WATER, 350.00 FEET, MORE OR LESS, TO THE WEST LINE OF SAID SECTION 18; THENCE NORTH 000 06' 58" WEST , ALONG SAID WEST LINE, 2 748.00 FEET, MORE OR LESS, TO THE POINT OF BEGINNING. EXCEPTING THEREFROM THAT PORTION CONVEYED TO THE STATE OF W ASIDNGTON, DEPARTMENT OF GAME BY INSTRUMENT RECORDED AUGUST 18, 1972 UNDER AUDITOR'S FILE NO. 872705. TOWNSHIP FIFTEEN (15) NORTH RANGE ONE (1) WEST OF THE WILLAMETIE MERIDIAN PARCEL 4 - SECTION TWELVE (12) Ponlnd2-4449826.1 OOS881S.Q0068 EXIllBIT C THE SOUTH HALF OF THE SOUTHEAST QUARTER, THE SOUTHEAST QUARTER OF THE NORTHEAST QUARTER OF THE SOUTHWEST QUARTER, THE EAST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER, AND THAT PORTION OF THE WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER BOUNDED ON THE EAST BY THE EAST LINE OF SAID WEST HALF OF THE SOUTHEAST QUARTER OF THE SOUTHWEST QUARTER AND BOUNDED ON THE SOUTHERLY SIDE BY THE NORTHEASTERLY RIGHT OF WAY LINE OF THE TROLLER (SKOOKUMCHUCK) COUNTY ROAD AND BOUNDED ON THE NORTHWESTERLY SIDE BY A LINE THAT IS PARALLEL WITH AND 37.50 FEET NORTHWESTERLY OF THE CENTER SURVEY LINE OF THAT CERTAIN RIGHT OF WAY GRANTED TO PACIFIC NORTHWEST PIPELINE CORPORATION INSTRUMENT DATED FEBRUARY 24, 1956 AND RECORDED FEBRUARY 28, 1956 UNDER AUDITOR'S FILE NO. 557791B, ALL IN SAID SECTION 12. EXCEPTING THEREFROM COUNTY ROAD KNOWN AS TROLLER ROAD, AND EXCEPT ANY OTHER COUNTY ROADS. PARCEL 5 - SECTION THIRTEEN (13) THE SOUTH HALF, THE NORTHEAST QUARTER, AND THE EAST HALF OF THE NORTHWEST QUARTER OF SAID SECTION 13. EXCEPTING THEREFROM COUNTY ROAD KNOWN AS TROLLER ROAD, AND EXCEPT ANY OTHER COUNTY ROADS. IN THE COUNTY OF THURSTON, STATE OF WASHINGTON Pordnd2~9826.0058815~8 ExmBIT B (Additional tax parcel account numbers) 1151332OOO(TCA-54O) 1151342000(TCA-54O) 21511440200(TCA - 320) 21514120100(TCA-540) 21515310000(TCA-320) 21516230100(TCA-320) 21518120100(TCA-540) Portlnd2-4449826.1 0058815-00068 1151341000(TCA-54O) 215073301 OO(TCA -540) 21514110100(TCA-540) 21515110000(TCA-320) 21516200000(TCA - 320) 21517110000(TCA-540) 2151821 OOOO(TCA - 540) EXIllBIT C EXIDBIT C EXIDBIT C (INSERT PERMI1TED ENCUMBRANCES liSTED ON SCHEDULE AT CLOSING) Pordnd2~9826.0058815~8 Case No. PAC~J!~()1J(j1Exhibit No. Witness: Randy A. Landolt BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION ACIFICORP Exhibit Accompanying Direct Testimony of Randy A. Landolt Dam Management Agreement February 2004 SKOOKUMCHUCK DAM MANAGEMENT AGREEMENT THIS SKOOKlJMCHUCK DAM MANAGEMENT AGREEMENT (the "A!!reement is made as of May _2000 (the "Effective Date ), by, on the one hand, PacifiCorp, Public Utilities District No.1 of Snohomish County, Washington; Puget Sound Energy, Inc.; City of Tacoma, Washington: Avista Corporation; City of Sean Ie, Washington; and Public Utility District No.1 of Grays Harbor County, Washington (each a Dam Owner" and collectively the Dam Owners ) and. on the other hand, TransAlta Centralia Generation LLC. a Washington limited liability company ("Plam Owner ) (each a Panv" and collectively, the "Panies ), vvith reference to the following: RECITALS A. Dam Owners are the owners of the Skookumchuck Dam and the real property identified on Exhibit A (collectively, the Dam ) along the Skookumchuck River near Centralia, Washington. The Skookumchuck Dam impounds a reservoir on the Skookumchuck River (the Reservoir B. Pursuant to that certain Centralia Plant Purchase and Sale Agreement. dated as of May 7, 1999 (the "Purchase and Sale Ae:reement') by, on the one hand, the Dam Owners and, on the other hand., TECW A Power, Inc.. a Washington corporation (the "Buver ), the Dam Owners have agreed to convey the Centralia Steam Elecn;c Generating Plant and related assets located near Centralia, Washington (the "Plant') to the Plant Owner and subsequently to assign the membership interests in the Plant Owner to the Buyer. C. The Parties wish to enter into this Agreement to govern how the Dam will managed and how the Panies will bear the costs of management. NOW, THEREFORE, in consideration of the premises and mutual agreements set forth in this Agreement and for other good and valuable consideration. the receipt and sufficiency of which are hereby acknowledged. the Parties. intending to be legally bound, agree as follows: AGREEMENT Term 1.1 Initial Term. Unless tenninated sooner under Section 7 or extended as provided in Section 1., this Agreement shall take effect on the Effective Date and shall remain in effect until the second anniversary of the Effective Date (the "Term . ~ 1.2 Extension of Term. Notwithstanding Section 1.1, the Patties may extend the Term from year to year. by written agreement, if the Dam Owners have not sold the Dam on or before the second anniversary of the Effective Date. The Panies shall begin to negotiate in good faith at least thirty (30) days before the second anniversary of the Effective Date either an extension or amendment of this Agreement, or a new agreement. Portlndl-2036186.4 0019436..QO154 1.3 Ri~t of First Refusal: Ounon to Purchase. a. During the Tenn, if the Dam Owners -wish to convey the Dam to any pany other than Lewis County, Washington (or an agency of Lewis County or an entity created by or for the benefit of Lewis County), the Army Corps of Engineers or the City of Centralia, they shall give the Plant Owner prior written notice of the tenns and conditions of the proposed transfer. Plant Owner shall have trony (30) days from the receipt of such notice in which to accept the offered terms and conditions. If the Plant Owner accepts the proposed tenns and conditions, it shall acquire the Dam in accordance with those tenns and conditions within sixty (60) days of its acceptance. If the Plant Owner rejects the proposed terms and conditions, or if the Plant Owner does not accept the proposed tenDS and conditions within the thirty (30) day period, the Dam Owners may proceed to transfer the Dam for a price no lower than, and otherwise on terms and conditions not materially more favorable than. those offered to the Plant Owner. b. If the Dam Owners have not sold the Dam on or before the second amriversary of the Effective Date. , the Plant Owner shall have the option to purchase the Dam on terms to be agreed by the Parnes in their reasonable discretion, at PacifiCorp s net book value multiplied by 2.105 (the "Dam Purchase Price ). This option shall expire on the third (3 amriversary of the Effective Date. Plant Owner may exercise this option at any time after the second anniversary of the Effective Date by giving written notice to the Dam Owners. lfthe Plant Owner exercises this option, the Panies shall close the sale of the Dam within sixty (60) days after the Plant Owner s exercise of the option. At the closing, (a) Plant Owner s delivery' the Dam Purchase Price shall be conditioned on the Dam Owner s conveyance ofthe Dam to the Plain Owner, (b) Dam Owner s conveyance of the Dam shall be conditioned on the Plant Owner s payment of the Dam Purchase Price to the Dam Owners in immediately available funds, and (c) the performance of each Pany shall be conditioned on the receipt of any n~cessary third parry consents. 1.4 Plant OWner s RiEht to InS'Dect the D.am.During the Tenn, Plant Owner and its agents or representatives may inspect the Dam during regular business hours at the Plant Owner s sole risk and expense. Plant Owner shall give PacifiCorp at least ten (10) days' prior written notice before commencing any inspection of the Dam. Upon reasonable notice to PacifiCorp, the Plant Owner may, during PacifiCorp s regular business hours, examine PacifiCorp s records penaining to the condition of the Dam. Plant ()v.,iler and its agents or representatives shall keep confidential any information obtained from itS inspection of the Dam or examination of records, except with PacifiCorp s prior written consent 2. Dam Owners' Desilrnation of Aeent.The Dam Owne~ hereby designate PacifiCorp as their agent for the purposes of discharging their obligations as Dim Owne~. including carrying out this Agreement on behalf of the Dam Owners. ~:' ' 3. Manaeement Duties.During the Tenn, PacifiCorp shall employ one (1) pan-time employee at the Dam (the "On Site Emulovee ) to perfonn onsite management, including the Ponlnd 1-2036186.4 0019436.()()154 maintenance ofthe Dam in accordance with good utility practice. PacifiCorp shall supervise the employee and provide the management, materials, and equipment necessary to operate and maintain the Dam in such a manner in compliance with all applicable legal obligations, including the Centralia Steam Electric Generating Project Fish and Wildlife Agreement dated May 29 1998 (the "DF&W Aereement ) and applicable law. To the extent that items of equipment ordinarily used in the operation and maintenance of the Dam have been conveyed to Plant Owner under the Purchase and Sale Agreement, Plant Owner shall make such equipment available to PacifiCorp at no charge and at PacifiCorp ' s sole risk and liability solely for the purpose of carrying out the Dam Owners ' duties under this Agreement. Costs Monthlv Invoice for Costs. On or before the tWentieth (20 ) day of each calendar month, PacifiCorp shall invoice Plant Owner for all costs incurred by PacifiCorp during the previous calendar month to perfonn PacifiCorp s duties under this Agreement (except for direct costs and overhead costs for the On-Site Employee) ("Chargeable Costs ). Chargeable CostS shall include but not be limited to the costs of (a) operating and maintaining the Dam and the Reservoir in compliance with applicable law (including dam safety, measuring and monitoring costs); (b) complying with the DF&W Agreement (including paying fees); (c) controlling and removing debris in the Reservoir, (d) purchasing and storing necessary equipment and materials used in perfonning the Dam Owners ' duties under this Agreement, plus PacifiCorp s Standard overhead relating to equipment and materials (including without limitation shipping and insurance and warehouse restocking charges), (e) transportation of any personnel (other than the On-Site Employee), materials or equipment used by PacifiCorp to carry out its duties under this Agreement (which costs shall be equal to the internal allocated transportation costs PacifiCorp uses for its own accounting purposes), and (f) PacifiCorp s direct and overhead costs attributable to required supervision and management of the On Site Employee. To manage Chargeable Costs, PacifiCorp shall use reasonable effons to keep the Plant Owner informed operations and maintenance activities at the Dam and shall give the Plant Owner a reasonable opponunity to perfoI1I1 for its own account any of the maintenance or operations tasks that would otherwise be perfonned by PacifiCorp or a third pany contractor. Pavrnent.Plant Owner shall pay all invoices issued by PacifiCorp under this Agreement within fony-five (45) days of receipt; provided, however, that Plant Owner shall not be required to pay an invoice to the extent that payment would cause the Plant Owner to pay more than USS300 OOO under this Agreement in any calendar year (which amount shall be prorated for any panial calendar year). .Au1y amount of Chargeable CostS that exceeds US$300 00O (or the prorated ponion thereof) shall not rollover to any subsequent calendar year. Sharin!:!: ofUnreimbursed Costs. Any Chargeable Costs ~r other costs that are not reimbursed by the Plant Owner under this Agreement are "Unreimbursea Costs " The Dam Owners shall share Unreimbursed Costs in accordance with the percentage shares set fonh on Exhibit B. On or before the twentieth (20th) day of each calendar month, PacifiCorp shall invoice each Darn Owner for any Unreimbursed Costs incUITed by PacifiCorp during the preceding calendar month. If the Plant Owner fails to pay an invoice under this Agreement for Ponlndl-2036\86.4I 0019436-00\54 more than forty-five (45) days after the date on which the payment is due, PacifiCorp may include the unpaid amount as Unreimbursed CostS in its next invoice to the Darn Owners, subject to subsequentcrediting upon receipt of the Plant Owner s payment. Payment is due no later than thirty (30) days after receipt of the invoice. 4.4 Records . PacifiCorp shall maintain reasonably detailed records of the costs incurred and invoiced by it under this Agreement. The Plant Owner or the Darn Owners collectively may, upon reasonable notice to PacifiCorp given not more than once per year, examine these records during PacifiCorp s regular business hours to verify the costs invoiced by PacifiCorp. Late Pavrnents. Late payments shall accrue simple interest from the due date until the date full payment is received by PacifiCorp at the interest rate of 11'2% per month (18% per year) or the highest rate permitted by law, whichever is lower. DisDUted Invoices. lithe recipient of an invoice disputes any charges included in an invoice delivered by PacifiCorp under this Agreement, the recipient shall nonetheless pay the undisputed amount included in the invoice. The recipient shall include with any partial payment a written description of the reasons for the dispute. PacifiCorp shall respond to the recipient's written protest within fifteen (15) days of receipt. Any payment resulting from the settlement of a disputed portion of an invoice will include interest at the rate specified in Section 4.5. Any invoice that has not been disputed within one (1) year of the date on which it was received by a Party shall be conclusive and not subject to adjustment. Liabilitv. Limitation. No PARTY WILL HAVE ANY LlABIUTY TO ANY OTHER PARTY, WHETHER BASED ON CONTRACT. WARRANTY, TORT, STRICT LlABIUTY, OR ANY OTHER THEORY FOR ANY LOST PROFITS, LOST REVENUES, LOST USE OF FACILITIES, LOST DATA, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL. SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. Allocation Among: Dam Owners. The Dam Owners will share any liability incurred with respect to the management and operation of the Dam in accordance with their percentage interests as set forth on Exhibit B. 6. Force Ma;eure. A Party shall be excused from perfonning any obligation or undertaking imposed upon it by this Agreement (other than the duty to make payments when due) in the event and/or for so long as the performance of such obligation or undertaking is prevented, delayed. retarded or hindered by (a) fire or explosion; (b) earthquake. flood, action of the elements or any other act of God; (c) war, invasion, inSurrection, riot. mob v,iolence, sabotage or malicious mischief; (d) strike. lockout, or other action of any labor union; (e) condemnation, requisition, law, order of government or civil or military or naval authority; (f) drought or other physical impairment of water supply or sources; (g) a law, statute, code, ordinance, order, award, Portlndl-2036186.OO19436.()()IS4 judgment, decree. injunction. rule. or regulation; or (h) any other external cause (excluding financial inability) not within the reasonable control of such Party. Termination and Survival. Termination. If the Dam Owners. on the one hand, or the Plant Owner, on the other, fail to perfonn their respective obligations under this Agreement, and the failure is not: (1) excused under Section 6 above. or (2) cured within thirty (30) days ' ofwrinen norice from the non-defaulting Pany of the failure, then the non-defaulting Party shall have the right to tenninate this Agreement by providing written notice to the other Party. This Agreement shall also terminate upon the closure of the Plant and the Mine. and shall terminate, unless renewed or extended or provided in Section 1., upon the second anniversary of the Effective Date. This Agreement shall tenninate upon sale or other transfer of the Dam to any third party. Survival.AJl payment obligations and liabilities incurred before the tennination or expiration of this Agreement shall survive its tennination or expiration. Cumulative Remedies. A Party s right to tenninate under this Section 7 is in addition to any other remedies that a Pany may have at law or in equity against a defaulting Parry. . ' 8. Waiver of Headwater Benefits. In consideration of the reimbursement obligations of the Plant Owner hereto. the Dam owners hereby release the Plant Owner and Mine Owner from any and all liabilities or obligations respecting headwater benefitS, if any, due to the Dam Owners under applicable law, respecting any period in which this Agreement is in effect. 9. Notices. All notices, requests, demands, waivers, consents and other communications hereunder shall be in writing, shall be delivered either in person, by telegraphic facsimile or other electronic means, by overnight air courier or by mail, and shall be deemed to have been duly given and to have become effective (a) upon receipt if delivered in person or by telegraphic, facsimile or other electronic means (b) one (1) Business Day after having been delivered to an air courier for overnight delivery or (c) three (3) Business Days after having been deposited in the U.S. mails as certified or registered mail. rerum receipt requested, all fees prepaid. directed to the parties or their permitted assignees at the following addresses (or at such other address as shall be given in writing by a Party hereto): If to Dam Owners. addressed to: Senior Vice President Power Supply PacifiCorp One Utah Center. 23rd Floor Salt Lake City, Utah 94140 --. Ponlndl-2036186.40019436-OO154 with a copy to: George M. Galloway S toel Rives LLP 900 SW Fifth Avenue Portland. Oregon 97204 Facsimile: (503) 220-2480 Ifto Plant Owner, addressed to: TransAlta Centralia Generation LLC 913 Big Hanaford Road Centralia., Washington 98531 with a copy to: TECW A Power. Inc. 110 12th Avenue SW Calgary, Alberta Canada T2P 2M1 Attn: General Counsel Facsimile: (403) 267-3734 and a copy to: Joel H. Mack Latham & Watkins 701 B Street, Suite 2100 San Diego , California Facsimile: (619) 696- 7419 10. Successors and Assi !ms.Except as provided in Section 7.1. the provisions of this Agreement shall bind and inure to the benefit of all successors and other parties now having or obtaining any beneficial interest in the Parcels. . . 11. General Internretation. This Agreement shall be governed by, and construed in accordance with. the laws of the State of Washington. If any tenn, provision or condition contained in this Agreement (or the application of any such term, pro\ision. or condition) shall to any extent be invalid or unenforceable. the remainder of this Agreement shall be valid and enforceable to the fullest extent permitted by law. When the context in which the words are used herein indicates that such is the intent. words in the singular shall include the plural and vice versa, and all pronouns and any variations thereof shall be deemed to reier to all genders. The captions of the Sections in this Agreement are for convenience of reference only and shall not be considered or referred to in resolving questions of interpretation or construction. Ponlndl-2036186.4 OOI9436~OlS4 12. Warranty of Authority. Each Person signing this Agreement representS and WaITants that he or she has been duly authorized to enter into this Agreement by the entity on whose behalf it is indicated that the Person is signing. (Signature Pages Follow) Ponlndl.2036186.4 0019436.00154 . " IN WITNESS \\'HEREOF. the Panies have execUted this Agreement the day and year first above wri nen. TRA..NSALTA CENTRALIA GENERATION LLC, a Washington limited liability company By:TECW A Power. Inc. a Washington corporation. its sole m /.. By: ! . Name: Title: ACIFICORP By: ~1JULName: Title: PUBLIC NO.1 OF SNOHOMI CO WASHINGTON By: I~ Name: Title: PUGET SOUND ENERGY, INc. By: Name: Title: CITY OF TACOMA, W ASHI:\GTON: By: U~,..... Name: Title: .. ___ooA,.- .u-... --... ., ___..M .. ,."",.,... ,.".,.~. VISTA CORPORATION By: fJ Title: CITY OF ASHINGTON By: ~e:~IfTitle: PUBLIC UTILITY DISTRICT NO.1 OF GRAYS HARBOR COUNTY. \VASHINGTON By: ~.L j .0 k;jName: Title: - - EXHIBIT A Real ProDertv The real DroDertv located in Thurston COUntV and described in the fol1o\ving CoITection Deeds and Bills of Sale dated ADrii 2. 1986. from Washimnon Irrigation & Development Comuanv. as !ITantor. subject to all matters disclosed of record. Grantee j Thurston VoVPa2e Recordin2I Countv Date I AuditorNumber aciiiCoro I 8604160017 11406/8430.=- J Citvo acoma i 8604160012 11406/788 j City of Seattle . 8604160013 Ii4O678O 7 I 4/16/86 I Pueet Sound j 8604160014 1406/816 4/16/86 i Power & Li 211t ComDanv The I 8604160015 1406/825 4/16/86 WashinEton Water Power Comoanv Ponland . 8604160016 1406/834 4/16/86 General Electric - ComDanv Public utilitv District No. ! of Snohomish i County bliC Utilitv District No. of Gravs Ha ! 8604160018. 11406/852 4116/86 , 8604160019 1406/861 4/16/86 Por1lndl-2036186.4 OO19:36.()OIS4 05/02100 11:48 FAX 3308.(qJ 0021017CKC - " 860418OOt , C"U~O1I D!!:D .uD IIU OT !AU 'The VASBIRC'1'OR JlIV!1.O1HEHT Cell!' AX! .Crueor.IIk1CJ..TIO1f CDrpor.C~DU. 1n CCU81derac1au of !ea Dollara IDd ether considlratiDD in haDd paid, blr,I:1.218. ...118 Ind cmrr8,.. to l'A.CIJ'laJU', . M&1zI8 CGrporIUDII, do1Dt . Du1n"l ... PACIFIC 1'CIWD , LICIT CDIO'IJO'. C!'8ntl.. I lorty-S"'" and Ft... Tenths hrutlc (47,5:0 undt"U.d 11iteruc. II a taIWIC 111 c- with CrPtn' 11Id ochers. in aD!! CD clIe nal .aUce eitutld 111 tba ~c,. of Tbunton. Eute of W,ubiultO1:l. aa d..cribld 111 tzb.1b1c Ii. u:ucbld barlcD and b,. tb1a I'8f8r.n~ _de. part bulaf; a.ad 111 81111 to chi 8tI'1lCCIn'U, eqv1p88l1t ... Lac:iliti.. now or huI&ft.:r ccm8cncud aDd inaullei 10 cn: on .11d 1'1.1 tauta; S1Janx:r 'I'C r11bu af the C1~ of CellcnlJ.a II ut fon:b 111 that cena1n bttll' aITa...llt dacd Ha,. 26, 1967 betV8811 'lc1.Ue 1'-1' . L18ht Co8pny aM the City of Caftua11a. all. StIUECt TO till .._Ca. riJbu of -,.. r..u'icc1D1:18. r..enatiaaa .u other eaet:I8IIrl ~.. at ncorll. lacl_1=& 1IIIIc noc:, 11111t- to Q EUCIIIDt fft' Ace... Rodll, dIced. !tm:I:1I 7. 1974, p-nc8d 'by \iaA:I.2IltDn 1n'1.&8t1D11 . D".l~lIt' CCI8p&rlJ' . to W.,.rtaa- c~,.. racordad it! Vol... 666. P8'8 .213. bcoru of 'nIar8tn c-t" V.ahU:a1:OD, !aaC88Dt for Ace... Road., dated ~, 17, 197'. STaDt.. b, V..btDccoli l~il&- t11n1 . D_~lo~~ CD8p&O7 to Scott rl,.r Co8p8ftY. recorded in '01- 904, 'II. 571, R.ecord8 of nmr.tGII CIIIU\CJ'. Vub1l11tcm. ad IUS E.uaeat: fol' Acca- JodI. dated A-bar 18, 197!, sr_Ud 111 W..h1qcCIII ~rdptlGa . DMe1Dp11811t: ~all" to ch~ State of V.lhialt-, 1'8cori~ in Vo1- 716 of Deed.. r... 366, 18c:ot:da 0 Tbur.tCII CCIaIIC,.. Waahiqtcm. J.a coMit1n of tba ..k1q 8m! aeca,cec8 of ,... s.. TA rut SIIaI8It" : 4 Q 9 2 ~91'~"~ PD-26-wA-U tr tl\1.a CDlnJ87&11e8 I ~.gr;1UB \'OI.140C'"," IIfOU t;.c+"3 05/02100 11:48 FAX JJOt CAlC ~ 003/017 860416001'7 Ca)Crlmcor CDY.II8I1~a with Cnaul. aDO d.. Cruc.. ew.llaau nth Cralltar IIIC! virh all ochn't81l&lit.111 c-- cbar.ol.:lsat 10111 .8..cha c.1Itral18. n..naa1 !'lant:used Q..bl lOt'chI IlIDcrutn IIeecru Clnu...111 :0...1 ..tac.aball bl _ad anl,.for the parpol.a of cDllacrac:c1aa awl all. retina tMnoo the' Sk_blKhlU:& Ruervo1r an' -aDC1.aC8d f&C1l1t:1.. iliad or c..flll in cOImcctio1\ with uJ.cI CutI"AU. tbel'8&1. Plaue. 01' ~OZ' II1ICh other P'lrpo.. ...,. be mamalh lJE'cad 1111011 by all of aU. t8GallU i~ c-., (D)Crant... foT 1~1f. 1t.8 suec..sor. au a..1ccA. bar.b, .=81'tl title to ,IIa1d r.al cscau aM llaf :!JDprO'V_au now or baraaftar .:oa.Cral:t:- thereon a. a t81a&Dt 11\ C- rit'h Grancor aM Debar. vbo -T 11- bot. Dr banafter Icqd.r. Ultlrut8 al taInt. c- 1D u1d real ..cau. aDd AG1!%S : bs c . tor the parto' c_=~nl rith thl datI harlof alii! cClSle1m&:1J1& 10 lOD& .1 tbl Clutralia Thlr88l P1811c 1.' uIM Dr ...hl for the &a8.~u... of eleceric caire:C 1) the :l.nter..c herc1l,. cCI1I'Vey8d sball b. hald :I.D' ..cbc-,c_:(2)Gr&rlc.. "atnl the riPt co parc1t1aD of daa SltoolaDachuck lu_9011' all4 a.8OCu:.d f&e111t1.. In' :ti. 1'..1 ..UlCI ben~ e_.".d vbechlr try p&rt1t1n La k1II4 or br .&1. Ad 4:t'\'1aicm of tM JIfttC-.. thereof; (3) Cr&rlte.. w111 IIOt Tleart to &111 .ctin at J,." err U eqtlLty to ,.rtid,Oft :n. Sltoeluaac!mct. l.aaervo~r aDd 'a..oeiataG hc1.11t1e. or .dd n.l .Ullt_; (4) C:r&ll~'. v_i.... t.1I. ,...Ut of aU ..o:b lava aa ..,. or I18Te- .!err autbor1tl ~b ,.rt1t~, (!) the c......ta haraiD -.da aDd ra.tr1e~~1 ..t fonb 18 th:La COll".,.,,:c .hall bullu'IIIII1IOII Gr..u.. 11:8 nCI:U80T8 aM ...1811.. 8ftall b. 811 &\:tr1b1d:. of the title h.n1.a _eyn to Ge8D!:". ... lball be an =--111 c_aBAIIU raDft1DI vitti tbl 1'..1 a.tate b.rab,. CGII9.,.etla '6) Gralna. E'KOP!&U uuI "p,",mu U CU CTancar ..... o:!larl vbo .., GGIV 01' : . Mr.afur Icq.in i=un8ta in .Aid 1'.&1 ..cae. a. e.ll8llc. i. c-. eue Ua 2. . 8ItIJI,ID VOL 1406pACE 144 05/02/00 ..,. . 11:49 F.JJO~ \CKC IaJ 004/ 0 17 . " S60416OO1 '7 =- ."",entlip craatall harab)' a'3d the r..cnct1oD'. ,aid.ona. raatr1c- t1oM. wld.vera anll I:CI'I'a,...nta t'.nC!1n .at fonh In far thl III&ClAl benefit Cnilitor. "thaTa who ..,. ft- or h81".8fUr .~a1rl! tmlr8lU 111 881d \"8s1 e.~a~. .1 UD&IIta in CD88011 &SId tbe Craatr. alld 1L& IlICc.aNra &88 aad.8fta. &86 ~a.at allCh bandit: is bl'.~ :-..11%811 by ir_riD' u .ach tnRt 1D c-rs the ,value oVII.r.h~'P .o~l!ntion of the CaDtra1l& Thana! !'lsn~ ~h.u.a aDd S~~huck 1...rYD1r .DC! ...oebut! !ad:.1Uaa duritiS 8UCft psr1od: (7) &.'14 r..el"'rat1DruI. cQD1i1t1-a. reatriC't:h-. v.tver. aDd _--nn art. "..aoN'blr r81&:.d to e 'Propar ~.. co bot acelrlllPl1ahaci. au cut aaid periot! h tbarafGra rea.cubl. Wen 80 couaidenci. (c)Graucln' c_aaana u1th CrantH tl:.at CrutDr ahall 11kari.. b,. ~d by all at t.le tera.. ccnd1t1clla. reacric:t1oaa, va1vITa &IUS cClYaaalSU hereof rith r..".et to An,. intereat ntltDcII bT 11r&ntar iD. ad.d real neata au! u.,rov_CftU t1.. raDn: &SId Grantor farther ' ccrvanallu that , an,. fardacr -:='I.)'.nI:C8 of "")' ~,n..rt...r. in "111 real c8I:au sbaU \nelud. all' of fob. t.".... clmd1t:1cma, re8cT1cr.1cma, va1veu aDd caveft&fttl u crmta1aed heniJI. TM.. torrecUIm Deed and IIUl of Sale 18 fUed to CDrTCct eanaill crron 10 the lel&1 '..er1pticm ecmt&1Dlci t:hat ceruin DI.d &SId IIUI of Sale &~ecared Oft Nova8ber 16, 1984 IrG8 "aBtor to Crantll. DA.11JI C h t a ..:? A""7 of; ~... 1916. ' ,':~ \rASJIIKGTOK IUlCATIDIi , D~~~. CmlrJ.~ , " 8yr ~ yf Jh J?;'~~~ii~ ACUlt: ~J':.u - ~) L~.J- -rr1UlD - 3 -VDt14061'.\GE 05/02100 11: 49 r.330 CKC IaIOO5/017 . . 86041 SOO17 t'TAn' or WASHI~II. CoIUI~:' of 011 thb ...7 eta, of ~,../~ ' 1916. "aian eM unde~.iIneci. l OUr, PubU: iir aDd !o~ tba tate ~f Va.1i1qtCl'll. dill,c_il,'iPfted Ind &'9fOn.. PU'IUID.8l1, .",..rad ~ ,??.&;:,"'- c-rd /"-CM e _knDWll ::~' ~ON , .... _~e .ary, r..,.ct ". y. 0 ........""...... woO;:, ...._..--~ CCHl'A!fT, till c:orporaU.on that cseC1n:ct:l diE far~D.l.t\& U\aa\I8CDt. acltDowlldc'ed chi a&id iMt~QC to be the free alld '9olunt&'1'7 act &!tod deu atu1d carparatiou. far tile 118.. aDd 1N11IOaea ttlere111 IIIJIt1onad, au '011 oattlstated tllar rhey "In IIu:bar1~lId to e:ucuts the &.id 1UtrD88Dt aM that: tha .eal aff1x,d (1f ~~) 11 the corporace ...1 of ..ia eo:Jorat1oo. \lITESS .,. he.o and olU-dal. aeal bereeo aCCbed thl Glr &lid ,...r fine Ibowe VTitt.~. /'2..._~~- ~~~ Hot.:y Plabl1c :1n and tOI' . . 'tate of \la.t~=. r.a1dilll ae Spok8Da r.. - .." . ' f~. ::,:~/.""-. . . ,or-' " .- " . t :. ::- ... ' ' : I ' "' . ~:aI!'UIID ;.. VOL 141)QfAG( 818 ",4902..2.1 - 4 - 05/02100 11: 50 FA.I 330,CKC IaIOO6/017 8GO416OO1? EUtJIT I." Tn DUD rraa \/ASHt1ICT'QI; lWCl.TIOIC , DEVI;\.OPIfDI1 CI'P.I'AJI'Y :.. PACI FICCJ.P d~ lACITIC ?"WEt , LlCi'T CmQIAIIY datDII llo:irr.h 11. 1 Uti COUftt'T' fir n1n"U1IU. Srue of \/.. T-.hb FSfte... 115) tlDY'ch. b..~. 0- (1) ta.c r:d the "S11a"E:~. ~f I'~,"~':' ' :;0 0:- co. : .,~ .~;-. .',Q P~Tc.l I - SeeUoa. 118.... (11). r....na.n (14). F1.fuu OS). S1J1.E:...(16) .u S..un811 07) BI..1r.IUDI n JlO111~ 00 ~hl ...t-: lin. "It..:o ;r ' E:1onl 11 and l' which b.ar. Marcil 17" OQ' OSu Y.~: IK~. - tece f fft tbl a_thellt E:Dn8T of IUeI Seer1an J 1. th......o lnll the ipllaviD, COI&r... all4 liilUIleCI 1,. .dd S.reion111 Noreh 13" 4" 1'- taae 10C.Of f~~ ~~th 6So 55' 35- \/.81 JS9.7:1 hoc; SOtIU, 43" 16' 5~" vue 22:1.SI fut.. South ,no 'e' L2" \I-I 'S." f.~, _Co' or l....ce ~ faS". OD tM aouclo 1188 61 -,.. S-cc~on II, ellcftCcal..C tbl follDWSIII C1IrI1'8" aNI rlt.UIIC'I. !a add Sec-t:.. 16: SouUl foO" ,." 42" 1I..t 75:'.90 h.U !.oueh no 3D' 1'"WCIC 331.46 rl.t~ .orcb SI" 56' 3'" W,.t 271.19 fl.e; North 83. 20' 37" Vnc 1S6.24 feeL; I~tb 7,0 03' 51"~e.t ')6.87 teet: Saacb 70. 40' 57- ~..f 436..S ...t:S-ch St" ",. SI" \I_c 155,72 I_co .~_cll 107' 47' 7::-Weu 2360.':. feec: S_do q. :0' 37" Veae 11.47 te.~:s..,n:1I 75. 5" CS" \I..e 12,72 f..c: 8811ell U' U' 10-WIU 73.99 "oc; "",cto ,.0 :2' "," "..e "."i hu;IIcInll "" ~I' 36" \;..c 11.:3 teet; )'_11 530 03' 31" 1I..t 177.29 t"E:~ llenb II" 2.O~ S3- uU. ".75 fe~1 Korell iO. 36'. OS" 'Wln 91.41 f8.t~ ~on" 51' n' 11- velt. 78.31 fHt; lIanb 46 ' 4" 53" 'lot 221.29 hecl 5o"cl1 74. 41' 4)" lIou 662.79 bee; :-,If'CII Uo U' 21" .Vne 186,I~ fe.t; Seae.. 78. U' 4Z- ....c 242.55 f..e; Norell .,. S" 2'- V..c "4.11 f..e oc t...... pohc C'ft rill ureh-eollcb ..cum lint e- S.cu.... " ...... is wtdch :. '-ell OJ. 5:' ZC" W.lt 4n.'Nt fro Ch. 1IOI't1lwD8t eoneT ot .del kce1oa i4. tb8DC.~1-1 eh. folllllr:tlll cear... .M oI1oft.ne.. h' ..111 Seen..151 :.L ;'" IIDrclI 87. s~.. U" v.., 32'." her: lCor:" ". 0:' U- v..c '00,Z2 f.ee; larcb 88" 'S' 51" Wa.c 57S.'1 '..e: $0011.10 76" ,,' 47" Vue UZ.SS Cftt; SOUP Uo 1S' 13"VeU 1"~" 'uti Soaeb 59. C,' 0'" "'ue :129.1' t..e: ~ortb 76. 22' II" V"c 407,09 tete; louell 320 "' IS" w..t '23.$1 18tCt lIortb n' 33' 35- V..e 1.S6.21 f..t:;~.crll 33. 4" 33- Veet 11'.80 t.et; JogCII 62. IT' 0'"V..t 257.3' t..e, J88c~ 12" OS' 21- ~t ZJ7.'~ f..i: SCIIID 3'. 00' 01" Viae )61.98 I..t I Jlor':b S:. U' 21- V..t 152.11 feet! '-t~ ". '5' 42- Ilea, ':'~.O4 'Ice, South Z'. 1" 30" Weat 371.t..cl ~~rb .~. '2' 51"Vu' )l\t.IS tHe: rack ". U' II- V....c ~n.:' foeC( IIn"tb 81. OZ' OS" lI.at. no.fa...e 80ft Dr h.., 1406r.lGE 84'7 05/02100 11: 50 FA! 330.CIIC IaiOO7/017 r;o. 8GO41SGOr7 to . ptli.1I~ 1111 ~Iw urdt-..,.~b Hc:riOt! UIIC StcUO'II.8 13 .l1li 16 wkjdt. h 5"~1I 02" n' ~~ tan 84',Cnt Cree ebe nof'Cn-ot CUMI' of ...,4 IK~tOftU, tbe'llC8 .1-. elM foll-!III ClnarO" .~ tlLotnuo .at.. S_Uoa u., Non" U' (\2' Q~" Woat "4.02 hat: Norttl ,,' 20' ~,.. 11..1' 2U.U hot; lIonll 40' !I' U" Vuc 21:1.43 hot: Wert" 82' 23' 41~ W..t 161.01 t..CI SOItll 13' II' 3:- lIou ,41.J:I het; SOtItb ere 51' 12" \Ont 334.53 hat;Soctl! 76" ", 31M W..e "4.62 f'et; .orc" 80' 09' 45" Wo.e "3.06 face, 1a8~D I~. 5.' 4'~ W..t 391.76 t.at; Horch 73. 54' '0" W..r 59%.15 f..t' ZOO 12' 'S"~~ 23J.GD hett .ntb 0'. U' 0&. ~t In, '" .1..1'& SoaLIi H- ,t' 4'" ~..t 104.10 ful'l SOIIt" U' I" 15.lI..e "".14 (..tl .Oft!! 17- :!I' 0'" \lut 220.15 hot &"'1'11 &II' 51' 35- lI..t 716.03 f..n; lion" as. 36' "," W..c ".1' f..c .ore Dr la... lo . paUl~ Oft e.. 1IDTt~D ..etloll U,. 0:- Secu... 16 8INI :1 \lb1ctI 1. Sale 01. 20' 51" tatl3i.:U hat tn8 UO llal:cDaat canal' ot IIU S8c:t1D1116. c!l.nlc. dcaa t:.be fDl1DW1a& _no aM (Jat&Jl('U tn SUU"'CI 17: 5ol'tll IS" U' 'I," \I..~ 122.92 bot; II_It OZ' :!1' 01"E~.t' n8.11 f_tt lIonll U. 01' 4i" V..e 3~.96 fHte Rol'~. OJ. 45' 27" 'AlII' 311.32 f"~1 1oPL~ 85. 40' 34- Wc.~ IU.Jt8 t.ot; ~oeQ :a. 26' 02" Wen 320.9& hoee SODt. 03- 41' 3'" v..c 112.f..er S"I~ 22' 25' 'Ow Eaat 232.D!I h.r.1 Kon:ta 10" ".. ".. Wac 251.57 '.or.rWonh "" 21' 10" V..t:. %17. Clet: "1:1:. it' 12' 1:-Vue 3".31 t_r; .~II ~S' 3:' %7" \I.,~ 151.1.1 faer.: SeIIct. ,,' ", U" Vo.t lit.1I! t-c. IIot'dI n" 30' %7w Wa.: 113.12 he~; IlORII U. Olt' U' \I.., h4.16 faac;IIonla 77" U' u. V-I JlO.13 h.t; '-cia 8Z" 5" ,," w.., 16t.l' teet; IO8CII 31" OS' 5" Veet 584,71 f"Ci Sovr.~ 7,8 11' 2=" "en 845.70 f.d", llert~ 7Z' 17' 3'" '" Ile8c 18'.61 f.otr II-c" 47" :.0' 318 V..I In.O. haC.... 1...,u . ...~u 08 u. vue U.. of &Iii! lIe11- 11 VllUta 18 So8ct, 00' It' :I," Ve.t:. I,U5.t.... 1:ra cIuI IoAn...e41_'" of ai&i.s ..e~~. tUlle:. ...t!l8d, a1IIII8 tU 11118 of .au" ~1Ooa to tlla _r.lNut c:aaec af ttI. DDrclNaar. IlUoU"ter of ella -tlalnt lI"nu (tIIrJ/U81/4) 88111 .or.::t-. dI- ...ud:r 8181& die ..eII 11M ot Ntnll ball of dae ..elI ...11 lll1/ZS2/2) of ..1If ..=10. 402.17 h.c ~o . ,.iIat. etl.- 81-. eM f.u.rill& COlIC....... cU..-.. i. lecc1Ga 171 hrct. "" 25'. 31- !.au "".57 f.ee: S"III 51" 56' 5'-!aot . U.SI tHr; 58tll 11'- :II'. 31- lalt "'.11 floralIettll OZ' 5:' 118 VMe 271.11 "oe; Ion" 62' H' lOw i.&at 317.' 5 hac; San 5%. za' ". tat 113.114 f..~: NC't~t!I II'. :1:1' ~r t.u\ !".:u h:a~t Ian:: 87" 57' 47" a,n 703.DO tnc; So8ch U. :U' z,- 1:881' '27.31 h&c: Moret! ,.. 18' 40" lac .60.31 f.nl 1-0 Sf' n' 5f" E88L HO. 7J. '.o~; S..elt 17. 11' ,,8 lMe 12t.O: f..~1 8.1'1- ~,. $" -0" IMt 474.01 'HI'; IIIK'P 71. '" 04-Euc 2)..61' ,...c; "'t~ U. U' 018 IAoc 232." bett Retth ". 3" 2~ !.Mt 651.61 'H' -.' AI' L_. Co . ,aint oa tbe OUIftIl...rll aoctt- 11M - , &8e~t- i6 ... 1'7 ftf.cII 11 ,...r.iI 02. 20' 518 Eaat79'.hat h- ella 1Ian:ba.u\ CImIIIC of ..U SecU=17. DADa -\.." eM foUClwS'IiI& c:8IIt'... .M .u..use.. 1JI IiMet... 16: y,'lJItffllioLO va 10tC 848 - % - 05/02100 11:51 FAX 33L ~.L CKC 960416001'7 IIonll 71" 34' ~H Eut '.,25 f..t; IIft't'Ii 7:' 01' tI.e 2~,65 f..t, S..ta ,," ~" .,.. !&at ~:t.'a I..c; South S4' 41' ".. wt 311.91 hat: SIMIch &1' 21' ~O8 laat 307.40 fnt: S.tlt ii' 57' 61" tut 6U.70 ,..t, "rtll !O' 01' !~.. ItAat SCI.S4 reet: SO8th U' 'I' 01" Ealt IU.7I hit: Butll 50' ~O' ~J" l.ut 176.14 felt: SoRIA &&' J~' %38 ~st 113.'1 feee: IaDt" 3" 23' 03- taat ZOII.)l !..t; !IOrt" U' 52' 15" tut .1'.16 t..U 5DUth 65' or' 3'" I&8t 2'0.65 l~el lout" 3" O~' 4ZOO t...e "8.11 ~"CI ~th '" ::' 2'- WIC 213.54 tat: KoTek! (II' 07' OZ- "Iae S\l7. 66 f..e; !icon" U' 09' ,,- Wen "62.05 inc; Inel! 04' U' Z7"' V.n Z17.1t heu Maeck 52' 03' 41. !&at 115.f..c; lercb II' 01' oc- ta.c 455.111 fnc; Xenll 10'" 02' 5'" tan 361.24 r..U Martll 3" 5d ' 4OW 1&8& 320.feet: Sautft 3" 5" 2'" Eut J'2.~2 fan: lIare" 'Ii' 50' 52" !&.It '39.91 flet88ft Dr 11... CD a pD1l1t MI tile I'IcrtCb-.aurll .1c:t1CD. I1J11 betVI.DSeeUns 15 &118 16 81e11 11 'nUl or 26' .,' 18ft 179." 'Me tR8 tIIa IIDnlMra.c conu at: &.IU &ecUaD 6, thnce alO11& tba follcnrU18 _n.. duullc:88 1. 5&cC1D11 15; ADn), 'I' 50' 52" luc 1'1.51 f-r.: Sou" "" U' II" tuc 221.31 flee; SouR 85' 10' 21" laiC 5DS.ll hit; hrcl! 20~ 22'. 33. tuc 110.03' hac: 5euCI! 10' 21' bat '".&3 t.lC: lIarcta 11' %0' or Ian 230.)4 r..c: IIortll 68' 10' "" Ease US.U hoc: JIort" It' 3C' ~.. laae 2~2.fan: SlIach 7" 41' U' Eaat '1.0% faDe:: Narc" 7S. 37' ,.- Ease 506.'3 t:an; llantl 8.3' 20' 25" t..e 441.82 .te.e; 168..ell 46. 1)4' ,,- !.Alt 1!'.71 t..e:; )lanh 7'" 33' DZ- Eaae: 6n.4:1 ruer 8i8'reh .51' '" :sr Eue 5'sI.n fIUI lIarcll 81' 2.' 0:- lac 606," t..e; Horell 75'. I.' U8 E88c %PO.IO t.ur "'cll 81' Sv' 1" WIC .134.60 t..e4 IIorth 'a' 23' or wac 68.60 f..c_n or I..., t. " potu DII ch. aarclla-di ..ceue 11M c- Sent"l 14. a84 15 ubtell 1& SolIta 01' 52'. ~D" Uu& 4S::r.r.ae tro. dl8 1Iontlo8ft COnn' of &.I'll SHct..U, Cline. &1'111& eM '011011111& CGIITHe ... ,Un-ea s.cc1o1l 141 "rell U' :3' 0.. Ean 11.61 leur Swell ,c' n' 3:- Euc 304,.1(' ieec; 110m "" 24' 1'- 148c ZI6.IO hac; "rcb n" CO' 1'" lat 5",'..el s..do It' 13' SCI" E..c 538.f.eel IIorU ~1" l,4' 2.5- EMt Jl5.ieael hecla as' ~~, 10. Idt 1,110.34 fMe; Jl8n1:. U' 3D' 3D" Eaat 11'.09 fHe, I8rCit n8 2" 01" Ian 711.fait; -..n. 53' '" 14" lout. 601.1& 'He De 1-.u a I'D111t - CM ...ac-c llcet"6 11- ....- Seetl.C1118 11 a.. 14 -sell ia ilardi 87' 00' or I118t .82.27 f.oc tr08 Chi aonll8uc CGrD8r elf laid kct1CD 14, &rill CII4 flOat. bartna1Dc (crt tll1a ..aa1ltct-. All c...~. .... La cloe I_pi", o1_itpci.R a~ ....... .. c- aceC. of VO~IU. c..nJtute .,..... (s.d, 188.). 'TOC~D 111ft a. _c a. .-eA 18 cue unda ..... 1'0"""" 1109....1' 25, 1970, 18 Vol- 521. P'" 3DJ, Dead l8c.8fta at 'DIDrat- tllln8t,. ulMar .Ala4l.tor a '11. .Kra, IUll3 fa.. It'" CMPOrIl'7 _rn- of n8ar"lItt aeer. l1li all!' lad. -- .., ~II. CClCPAIrr. I. llaIiIUDiC" ~atL-, 18 &&S.d eanat. UN vs.cIWa tIle a.r'lauc Qunar ot c1I8 IoIIcllllUc CIIIIn:.r o~ ~t188 It, .u of Sectt- U, eM Jerell llalf "I &ec.tt.88 13, ell8 lanb lIalt 01 I18ccu. 1. ~M 1Ion~ IIalf '"~ s.aU. IS, .... eM IIDnlt cline-I_rea of 18cc1O11 17"t. t'awaaII1p 15 Jank, ..... 1 lac af elll VU1a8cu IIar1l1tu; taanDm, ICIIII~, :bae :to CM -.DC If .....It """1'11-. Creac.. ...11 '.7 t:or ..,. "-aI- co llD1i, etatrer a~ u.e--.u occaaS0M4 '" ...... ...rUn. Nan: vDSJI.LJDI .,., 1&OGrlCt Bt8 - J .. ~OO8/017 --.. -rJ( 05/02100 11:51 FAX 3308.CKC IlJO09/017 ;' , 8GO416OO1,. AUO lUioLinuo.VITIa. ..-1: CDDUb." 1n tllu carcah llanne,. De... n-4I- -- l\8C88MroJl" 1970 t.a Yol- 521, ,...,. ,n. kH bcm. al ':'brat... c.-e" 111111.81' Auditar a '11. 110. 1310257 fo~ LM t....r&I'T ... tntanUtCase ..,erCla./ a' the 1',.,",,11' _tau. ..,.- a!WI -1' the "Ja1111..' 1a", DI Cl'atft U18Ulll\ '1'",,111... that, 111 tM ...n Cot a", roe" ....arl1l111. t:J8 C,aana IIfn1Jl ahall be r..,o.dlol. tor ,..,..1 at allJ II_' to InMUII cl.8II8r, 11111'""nno or P'UDII&) prop.rt,. 1aelull1~ rack 1m1nc:::!1'1.. upIIID ACA 8lljotatllC la- 8Uch Crutor. 811C1 aUll It. rupoOtl11a1& far ".,..~ of tCI8PC_tDry lI~a rlt_1UIil 11'tIII .., t-..or81"7 111tan"R,UGII af raaanT G1ICratt.... 1f 811', trpClI auch .001j atD1111 1&1111. at oallCh GrucD'l:, acC8atoaH by a\ldl 0,"1'1 IDOl. Parcel 2 - Sen1an Elahuu (18) noa. ,_U_a .E d.. l18"t.b 1I&1f aM t"-a IkIrtll 1&11 of tlu! had,...t Qurtn af a&Ld S.cctOL 'I l,tlll aautlled,. af 'C:h. iaUowtll1 _e.c1'111M 11MI les1ft1l1DI at . potat all tb8 ...t 11~ at ~.1d Sect1oft 10 watch ~.ara SoutD 00' ~;' ))- ~..t 1 ,.1~..' tlee .. tbe D81'I:haaU t_r of ..111 .lCt1~a.; tb81iQ /lanb U' u,' 31" Va'I: "'.1' t..e:; ~~. loetb 71' 1~' 47" ~..t 1,8~1. '...e:: din" S88tb 7" a' OZ" V_e 1.0K." h.': d-na &ouch 61' 46' ,,- ~..e '17.30 f"'1 cb.aco .~ 8,8 40' 51. W.n ".00 feet, 801ft at' 1_. c. . ..~ 08 ~th...eerl,. 11110 of cut CD"I'WII cnet ....,.. b, Scott t8PC1' c-,.IIJ co """ Ir. 1-1' aIM! tw81,.. or-r ..,. II..,jutd Kay 22, US, au ncoNeol 111 elw Deeal &acori. 01 1&111 Tbur8l118 C:OUU:,. \111481' "1to~. rue 110. 597'161 chaftc. DOrth-ourl,. Ill... adAI 1IIIInJIuaurl:o 11.. af 'l'laftl81' cract tD CD lIonb 11M of ..id SetUCICI II: chmee _8181'1' alllll& ..14 1IOrC1i UII. of aa111. Ilct1. tll cbe IIOn""c I:oner chenot; alld lyS.ft& _emu1,. o~ tIle "allavi111 ..8CriM- UDal 18111111111& a' . ..111\ .... tb, ...c U.of 8~d lieU... _t",h b..~:-. 5-ell 00' 1" SS- UHt ).75,.5~ f-, fN8 _"h..a' c_r aE ..U 88C&1OII1 I:1UIIC8 1Icr1" U' 11' 2'" v..t 'J4.S9 '_I; .11_- Jartlil ". 33' U" WM, ,,:n~. faul 'MIl.. ..rtII 3:- 13' J'" W.le 81'." hot: ,....te IIM'Ch Ii. ,,' ,," Vut l.:OZ.47 tae.; ~CD 11I8C1I 3" 41' It. V,ot 81i.n f.at: ,"-aIlC' Korell 1'- :cO 13" v.., 7'. 18ee, 8111'1 Dr 1-, CD . .-tat oa die .tI8dI...url, Usa.or till at_ad_1I. -r-r c:nc'Ci ea.aa _c....earl,. alDll1i Kid ....'b...e81,. Ii- of .UA 'h1'1l81' erece co ieo tuanect1llll riell eM ,..-.1: cftllCllTllac of Mid s.cc ha 181 rlaeDCe _url,. 01.... .d. ...e_at c._r1IM c. tile _.e qU8l't.r ,-"1' of ..U Seeel. 111 aCEPTIWC TRDU'ICIII, ... -. of tho IIDftbII8&c QIIDrt~ al .afll '.ceSoDD 11 va. co~1I It,. Scan '8P8r co 1881:'1 V. TIara.r .. tvl1711 TvnIer tt, utd d.e4 dae.1I Ka, ZI, 1"1, !1c:z:ll'T111G ~. tt1D88 "on~ -.,.- .Mer AQdteaT . nl. "-. un.,. 172'0' .... 1117.,23. TOCZrID WI'nI u..t ,..ni-IIII .f ._c" rwclNay. U ..,., chat _1. atCacll Co tb8 aud 'ared Z "" opereeta. al ~ .. di-eel.." It,. b..l.ctft 7312 ......... AMditD1"l '11. ao. I1D72'Ot~l. tarc.l 3 Srec:1o88 s.... (7) aaII tiIk'Ca.. (~I) 'fIIat paft of Lo~ 4 at ,aSli keel- 7 &lid ~II- ...n1Oft of eM JlDru..ac oOU1"C:8r of dID .arU008ac Qure.r, GowDn888C Lou 1 8'" Z, tlal I.C""" Q8&rC8r ot ad. IIftCl\WlC Ourcar. tile '.nheut Quare.r .1 c1l. Soue""" Qu.1"I:8I' 8NI of Gcrr8_C Lot J .f ..... Saecl- II 4l8ecrtW .. hJ- 1-1 1811I8UI at 1M a-.u-ac ccsnu Dr HU S.c:t... 7 C'8IIU& tllaaaa I8rtIl 00- 'I' ". EaaC .1... eM wn 11M d .aU _..e18. 111.%1 h.c: tM8c. _.ell 71' 10' 1%' ~at \I~1IID - 4 -~ 14D6rG 8SO 05/02100 11: 52 FAX 3:10.. 'CHC ~OlO/017 , , i.... , . ';"$1 .. ...i8oot.,".I;: 321.20 fen: tMDC8 I"cil 61- U' "" !at' 361.21 t.n. Cbne8 IINUI U" 4%' 23" ta.e "O.M 1ft'; t1le8C. &..u "" SQ' DO" I-, 575.00 hu. .ora or h.., to cll. 11M of on!111a'r7 bip "ace1' of ehe 10ft -...11 ., Sla~c" &t""1'1 010_0 DGrd...ocftl, alOllC ...i4 11.. of ol'lltUr'7 hip ".~.,. 2'0.00 f.8&. _n 81' J.... CO a poUt \l881:ruH a. 747. ho' o_c~ ..aoI 1,215.:25 feu .ue o( UI8 ..n....c cll\'ll8T 01 Hit! S_u- II: tb8ee. SoaEII 07' U. '5. "He 04.r..U th- SKO ,.- 14' 22. WHe 298.32 fHr.: tll8DC8 S8atb 33' 36' 518 \lart 3:n.%8 hoc: tU\IC1 SCNds 4." 55' U. tan :%.33 he'; th8tlce &oatil 46" la' .," 'line 2%%. fM\; tbmICe :SIMICh St- 03' J" v.., 14%.41 re.c; tileac- S-t:h 3&8 18' )4" We.e U'.~7 hac. e- a-Us 0'- 39' 3'. W..r 300.fH':' t~ loge. 42" .,' 2'" V..c 597, f..t: t!urwa lion II 798 U' 14" 'liut lit. 'I t...c; e..... Wortll .5," 47' 53" V..c 186.23 I..el tu.c. Mo,.cll 38- 7" 23" \I.ac 720.00 IHC. 801'0 8" ba.. to ...U 11u of OtU- llac,' bi.a)a vaur; one. 8GIIclIIMa,ady alDIII .dd 11M of ol'ttliaazy 1It.cb vatu 3SO.00 fa.t. 8ft. or lK8, ta tM ....t lillo .f ...., ~~i- lie t~ 1I..n ca' 06' se. I18.C.1-. ..111 _Irt 1iDe 1."1.00 f.oc. -- 01' 1.... ~a dill ,.I.B~ 01 aes1-tll&; CtCEPT tlaae eo~ tT.ct of nd 'Pl'OIICtY c_8)"84 eo ~b8 StaU of Vulaizl&- b7 ~all .....~ 1. in: .... n~.. AD...t U, 1971 1n J)n4 I.econla TburatDD C~" ~ar Auditor . rile No.' 87270\. , I TOIIDut." PUCO" (15' .orth, --a De. en V.n of tile lIill._tU KerUi.&a Pu'ee1 ..SectiDII T\Ml". tin !'M Soaell LtJ.f of tile twttaaut Oaa1'ut't tIMI SoUbu.c QllarC8" of 0. Wanba..e _rear at die 5-elrlf8.~ QuArtat, =- laat .aU of the Scro~IIu.t Qaaner af tJoe $aile""" QllU'ter. ad cbr t 'Parti.. of daD VU' I!IU of na I_ca-0'" Qllat'C81' .f t- "lIIICIIW8St Quartor ~.. 011 cbo ...t II, CM _C Uaa M' ....4 Woar 1&11 .1 tM Soweb_c Q8aRar of the I_clawn q.anor ... .. t- _e"'.:l,.. rioM ..,. tIle ft.m-t.r1y ripe af ~ 11" en Tnllu' (SUoIr88cllucILl .c-C7 Iud aM 11.-4'" .. tlla _rca...acar1,. .u. ~,. 8 11M 1IIIidI f. ,ar&U81 Vitti aNI 37.SO het IIoDrclNen8r1, af tM caMor .....,. u. of tllae cld'co1ll r1Pt of ..,. lnaco. to rllC1f1c lan.....t PS8IeU.. CftpIl&'8UDII II,. D8n8811t. 4aud la1anoR7 24. 1Ut aDIi raeUdod P110 1Ia~ 55ml-l, .11 1'8 ..u lacUOD 1%. w...... ua(,uantn. -~, nod kaftft .. troUeT ..... aca"% Ul!1 otller c-tY neoIa. , . fa"el 5 -S.cU- T'b1n:o.. (13) 't1aa I_tb 1I.&1f. the Korth8U& Qaarc.r. .III! tIN Eaat aa11 ot cil. )lent88n Quarter of .aiI! Slctt..DII 13 'b8nh'- e_e7 1'0&11 .. TrOl18r bad .awI IXa:n' ..." othar ~aaat' 1'0"'. , I WI. 1406 rG 8U. 14'0111.- 5- 05/02/00 11: 52 FAX 3:10..IaIOll/O17CKC SSO41&OO12 0. ef.- ' . API I~ liD HI ' REQUe: 51M :""" U:- " - J~iOR . ;-' , 'I'CDUterIO!& D!D .A)ID !ILt. or SAIL The . Cra,u:or.WAEIIIJICtD!I tDtGt.TICIf , nlVlLClPK!KT aMr AKt . CDf'1IO'1:.t1.cm. a cand.darae1n of 'fu IIollar8 ad o~uc cll!latdane1H haDd paS-d. ~:rp111.8. a.Us &Dd eorn=ra dIa em Of tACQIA. . _ic1p&1 c.,... radon af to feate of W.~DD. G1:'81IUIl, a E1P~ l'af'C~ (8:) U'DIIJ,rijd 11tcarcat. .8 a tElWtr 1B v1c1l Gn~or ud atban. ui ad to ' ~b. real ..an a1taaCed. ill da.e Couacy of !h8Ir8t:-. s~.C. of '11..'-_1:-. d,ucr1b81S is b1l1Ut A acuehe4' banc:Ct aM '" daY menace .... .. ...~ bu',," aM :b &IHI to CM atrcaeCtlr... eqa1p11811C 8DIi fac1Ut1&l 1ICIW O'l' hanafter CGII.8cnecM aDd ~allri b or 01\ aat. real .U.~I S1DJECT TO rtltau of tb. C1t:y of CaDuaUa .. aec Iar1:D 1: that ca~&1D letter qn_C 481:84 May 26. 1961 1I8t:_.11 Pa.cJ,fU PlN&r , L1IhC: CD8P&nT '.ad. tb8 Clt:y of Cocrali.a. .blo S1IIJECT "%'0 th. e..-ellca. ~ta of way. n.e~tiaU. ~&rnInllll8 .. oWl' 8KU11'" 'br81lC.. of r.cori. 1I:icllld,1q bU 'Dot Um.ced to .. !"",IIC for .Ace... 1.D8d8. dautl. Karch 7. 1974. s:rDe.d 1rt A..billatd I~.at1.GII , tIen\0p88nc: C-P&1I7 w.".cb.".8r CG8p1lY. recorded iD 901- 66&. JIll. 213. 18CO1:da of !bu'8Ccra Couat,. Vuk1!lltoll. a Eu--C tor Accea. bad.. dated !Wy 17. 1974. Cf'&ACN b,.. VUb11lstCl1l Irnl&e1a8 &r 1I...1DJ111G11: CaIIpnJ ca Icon paper Ca8pUIY. r8CDrdad 18 901- 904, 1'... 571. bean. of '%"avac" c:ou=y, 1I&881.D8coa, aDd .. Eu_at for AcC- 1.0.... dae" Herr..-- 18. 1975. an.~8' 1rt !,u1\ia&ecra 1:r:Lpc1ea " D89.~C ua tb8 Stata of Vaabuluna. rum.. 1ta 901- 716 of h..... p... 3". 18e0ri. DI 'nIrIr8c:aD c-t1. v.~=. 48 caDliLt1oa of t:!Ia ..u.a. .., aeaepcuee of ail eD8V"'--~ (.) ~1:ar ~C8 With GraBe... ud u. Grat.. CO'Y8-ca vitti ~lIDto~ .. with !k11 odl8zo e..~tha f . ... .... ..... ..1'Iki ..."...lJ n-:a..--.3 !. 4 a 9 2 1 ~ !! ..... .. TJ88o . Go K\lDW:r ~~- cut 80 1.. .. die. JIICm8I .. UOIPIGt 711 . ..' ..-.. 05/02/00 11: 53 FAJ: 33 \ ~ . . CKC fJ6O41~ c:ou.u:nOR tlt%D /\!CD 1m 0' 8m '%be Craator.I.SI IJJC'rD'I Dmt.aftI!!Ct CCIIP Ql'f . CDrpon~1Jm. 111 cauiduatioll 01 fl. Dellcn .. e~er coui4erat1DD 1A haId ,aid. \)&~Ia1D.. .db .. COll'r878 tD dll Cln or I~. a 8YD1cipal carpo- 'rldDU of cll.. Suu of V&ah1111~Dlh G'rnta.. .. !1Pt Pcneat. (8%) aDII:t.vUad :1nCltns~. .. a te1llUlt 1D c:.C8I8II with c;r&DaIr aDd otbln. I'll lad tD t'lae rMl eaeat. 81.I:1S&t8d 1: chi eoa", of ~.I'.cell. SUta of V~b~CID. .a daac.riDM 1a !zb1b1.C It. &Uach.., b8nto ,,1114 by t!:d.. nf8ftt1c.8 _01. II UT8Gf: 8IId Sn ad ~o the . tnealCIl. , all1l11181!11t GMi fad.Ud.. OT buaaftll' e.,...~nc:ad lad 1U11tallet! 1u 01' 011 u:1.d real .a~at.; StIIJECT ~ ripu of tb8 C1.t'y of c..tl'al1a .. .ee ford!. a that e8rca1D latt.r al~o; 4.~8d Hay 26. ~'67 batvean Pae1f1c :Power i Ligbt eo.pury .. tbe City of C&au&l1&. -.110 StDJECr '1'0 cba ..._aU. npt. of way. natrt=c1au. ra.anari.lma .III! oebar --=-- brlllCtl. of T.~rd. illCla.d1q but IIGC 11.ll1t" to 1111 !a_Dt f= Acc:... .oM.. dated Kln:b 1. :974. snstted 11,. W..h!1IICDII Ift'1pU- Ir De..d~t Cc8p8DY CO ""',8ZOU.,,"U !:rIIrpaD1. racarie.d :f.sI. ",01-. 666. Pep %13. bcorda of 'D81"8CDD eaaaty. "'..bbccoe. .,. D_C fot' Ace." bea. d.u. Ik,. 17. 1914. .r~8d b7 V..h1n&tOIi IrripttDo D8Y81op88Dt eo.8D7 to Ic:acc r.,.r n80N811 1D 901- 9"'. !'... ~ 'I. Raeord. of 'rbIInUla CDwIt7. VuII1D&coa. a1IIi .. !.&a...ItC " Ac.c... Ioada. ci&CM JIIoftII8Mr 11, 1975. pncH b7 Vaah1Jllani In1sad.Da " n..'lc.puft Ca8P8J17 ~O the StICe of v..billic-. record" Vol~ 716 of ~8d.. Pat. 366. I.cons of 'nIIIratOll CCUIIt'J. VaahiJlCcan. A8 caDCf1.hOll II! the 88kina 8DIi ace.p~e. of .tII18 CO"",,8IIC.: (a)I:I'_COI' CGftIIIDt.I rim Gr811t8a."'" eN Gr_e.. _IIUII~. vtr:h or8ll~.-Jr -. onth &11 ~~81 t:8UDC8 d..at; .. 10118 .. tU .. ,... SII8 t. re--.. ., ,. -f' ./' ......" ....,) 'I'\a'8 ~ J.~Ei"'w BI11 .- Go P---- . ..-. ~ - II -- n:DIJISI ~2~1: IaJ 012/017 05/02100 ~ " 11: 53 FAX 33(,~O13/017CKC 86041&0014 COUZCflO1'1 t)D!! AJO) !IU 0' BALI CretaT.W ASS UGTOIC IUICATIOII tll'tEl.D1'KERT caMP AMY . COI'J'OT&ttcna. cOII.1deraUcm of TID OgUan 81111 ocber cauLdaractDa ill baH patlS. 'baqaba. .ell. sll4l cnY~ tD SOUHD PCIIiD , LICIT CCl!PAK!. a Waab1nstca corporation, Grante. I I IrwIn percaac (7%) g~1.td.' 1ntarlat. as a tft&IIC iD c- with CTnul' -= otber.. 11:1 alii! to tM nel e.taU dCWI~811 in the CCIIUICY of -rhuTltaa, Sta,. of 'Waab1'11Pcna. ee ctalcdlln ill ldaibiC It. anacbed bereto and bT tb1a 1'8f8rezaca _d. & paTe _eaf: aDd ill aDd ca cu .crucC'llrec. .qu1p8e~t and fac111c1ea 1IOW or hereafter co08:rarted .Dd 1D.C.l- leL. in or 1m ..1d 1'..1 eauU; StISJECf '1'0 rlchta of tM City of C8atraU.. &8 ..e farch i1l that cert&1a lntai' aan~e dat.. Hay %6. 1967 b.:".e," f'ac1fic ~Ir , L1&ht Ca'ZPanT 8nll thl Cic, of CaDtra11a. 81.0 SUIJU:I TO tba ...a- _nee. r1.ahta of 'lay. l.'C.triCCtllDll. n.c"ad. =- 1.11' other e1IC1IIIb1'ec.. of ncord. :l.nclIl41'111 Dut lIot ID1t84 to 811 !.u888ac fol' Acea.. lloacili. daed Karch '7. 1974, ir8':ic.. by V..M.1IltDII !rrtpr1cm '. Drn:1Gp88Dt Ca8P81I1 co V.,..~ ba8UMr CD8pany. reconed 10 '~l- '66. p... '213. I8CDrd~ of 'th1IratCID CDGnC)'t v..hiDlcoa. all Eaa-c for Ac"'. Road.. dace" MI., 17. 1974. crnte. by Vaahlcacon Irr1a1U.DII , t)8Yalapaent CoapIlllY co Scott Plpu CGIIp8ay, recor'" 111 VolUIM 904. hie "578. 1eeord. af n.l'.am COlIn", V..Id.Dlccm. aDd Ea..- Mac for N:CC.' Rod.. dated RclYea!Nl' 11. 1975. IcaacN by WUb1l11e~ Irn- aat1011 , Da".loplnDt CCIIqIIG,. to c". Itace of ~.a"'1a.cn. r-cori.4 111 Vo~ 716 of tI.."I. Pial 366. It.coraa of TbancOft C_cy. VaaAiqccm. loa cC'IIIIiUon of the ..ull! and acc.peanc. or ~.bia C:DIIY.,.8Kez (a)Guneo\" C:-_IIlGca vUtl Cra'llt... au the Creta. ct,,_lIDt. witb CL"acur 8U vt ell all other t8ft8AU 1ft ,-: ,taa~ eo 1088 .. t:h8 'tIS r8IO tf' ... JI,8S8I8 - , \ 1 n C\ .,l4Otncot IJ8 No. ~~ eauzdf G. ~ \et. ~7 - IDIfUJD PI)- 2 ~,... n 05/02100 IaIO14/01711:54 FAX 33D8~ , - CKC !IGO416OO15 \~'I-- COU!CnO1f nEED ARtI .IXU OJ' 8A1.I GTUCDt'.\/ASJIINCTOK IUl;mOl Dmun'JIEI%CI:IIP lilt . ~orparac1cn, 1ft eoD.1derl:1DB of TID DDllar. Iud Debet' ca:a14arae1aa ill haD4 pAd. baTp1ns. ..U. aU cow.,. to 'I'I! VJ.!IR11IcttJI 1u.%D ?CWR ClJa'AJI1'. . V.ab11igccnI c.aZ1Klradw', C~.lIel.. I ?ire.... 'ereent (15%) dIU~14.d iftt8zwat. .. 8 t8l\.l!lC 1~ C~ vith GrGlCor .. DCben, 111 aU tv d:e real ..ute s1evlccd 111 cb. c-CT of Tbar~tOlL. Stata at VukialCIm. u ct.aeribe. 1. tzh1b:Lt A IC:Z:.ckaeci b8l'.~. .u 11" th11 refarac. _u . ,.rt h.r.o~: ad 1a alIA tD chi acnac:curca. eqai1l88DC au fac1liU... 11- Co-r hlredtl" e0D8tnetad a.. !.a.called 1.11 or oa add nil .seac.; SUlJIC% '1'0 dlht8 of the cn" af (:.anaUa .. ..e fOTtk 1a tllat cert&1l1 letter asrKUDt dated Ha7 26. !967 bet-" J'ae1Uc: P-I' '. Upt c:.pan,. and the C1:y C!f Celitnu,a. alao StmJECr the .1....-aU. risbcs of v.,.. r..trict:Loe8. ",a~.d.0ft8 &JIll othar hr. ... of Tecorc1. 1=1~mc bat 1101: Uai.td to aD !uaant for Ace... autl Kard.a 7. 1974. ,rucali b" Vaab1qtaIL Irrtzac1cm 6 Dcvdop8Cllt Cc8pIUI1 to V.,..rbacu..r Co8p&n,.. Z'8CDdH 1JI Vol- 6iA. '118 213. __on. of ~.UD CGuIIt7. "1.h1.r.IC=~8A !.ul:HDt for Ace... bada. datld Kl7 17, 1974. ~ud 'by Wubill:'CDD 1n1pt1cm DevdopMiat. C..,p, to Scott Pllplr .ca.pua,. r.co~eci ha !/olUIN 904. 'a.. 571. _a:orata ot nwr:~oa Ccnm:y. W..b1u&CDlh .... I'D Ea....nt fer J.cc8.. lead.. datH Row...lr 18. 1'7~. ~tad bJ w..h~ rr~It1D11 . Devell1pU11C Ccl8p811Y to tta. Stat. of ".ah1qtae. "caned 1JI V.l- 716 of De.... Pla8 366. &eccmi. of nuatDD Cc88CJ'. W~.h!J:acco.. .\a cODll:l.t1cm of tbe 88k.1DI aa accI'Pca- of th1. ~811C8Z (a)GrafteD!' CGftSInCti vitb Cra.aU8. ud tta. CraDt.. CClftBlllt8 vUb CrutOI' aDd "1I::b all omer tlD8IIU 1: tUnDI, that .... 1!.188 =-- t- '8'J4~ (. ~I. 11 n Q? \t)ot. - -,...,. JIO. Q:amtj' ,..... IWdI,Q ~\t!r;tt:;w:a 80 1081 .. ~26-Wo\-93 VII. 14OE'iG(. 82& . - 05 /0 2~ 0 0 11:54 FA1. 3301.. CKC ~ 015/017 . . SSM lJJItJ!.U; COUEmCR ~!!J) IJD nu. or SJJ.E Cr.n~cr.VASBItIGTOR III.IGAtlD1 Dt'YILO!'tmff C'CRt' AHY . cor,o'ue10lh 1.D c;olld'.racioD ~f 'fa" DollA" a1Ul otblr c:oa.1dn'at1cm 111 ,.1d. 11'1'18111'. ..lla .0. c~'7a co POs:n.t.KD CDIDAL ~lt COIG'AJIT. &11 DreaDII CO~.t1Dlh Onzat... & Two 8DII Fl.. tech. P,rcellt (2.!%) UDd191.6a6 interaat. u a UUllt 111 C'GI8OII nth GrDUll' .. ethara. 1ia aatI to the ra.1 ~taC8 dtwated :Ua the CO-C7 of 'nIur.tn. Sute isf VuhUlatllD. .. ducr1b.d in tzh1bU A attached hal"8Co aD. 101 tbUi refenl2ca ..0. . part hereof: aDd 1~ aat6 .tD the atructure.. .qu1~c EDcI f.~~lit1.a oov or :creaft.r COD.trac~" &8cI in.taUa' 1n or 011 1&814 nal .nace; SVI.n:ct to nshta oE the c:tcy of CnT:ralia 58...t forth 111 that urta1D latter a,ree.llt d.ced K87 26. 196'1 baweeD Pacific Povlr " l.1&ht C-.-7 .. ua C1t'7 of tlDtruSa. al.o S1JSJEC' 'to D8 a..--t. . deht. of ".,.. n.cd.ctiOil'. 1'..8lTllttoa. a" otnl' 811~ ""artc., of racord. 1nclDd1nl tna1: Dot 118:i.t.d CO aD Eua._t fo'l' Acea.. 1.D&ti.. da~d March 7. 1974. Inllud 11,. w.ab1l\1tGII In1..at1D'A , Dftalo...-t Ca8pasQ' to ..rbaauael' CaIqIuT. reaori.. 111 Vo1U88 66'. 'ap 213. bcorda of nar8a111 COaDt,. W..b1Dltau. aD z.....IIC for ~... ...... d.ta. X8T 17. 1'74. sraat" b7 Y..h.h6con 1rr1p.:1on " Dneloplldc c:.pu,. to ScotC P~T C~. recarid. ill \'01- 9.04. '..a 571. Recorda Df T1mT.CD1I 'Galley. V..b1ll&cma. aD !.a...ut for Acces. 10000a. uted tlcrr88Hr II. 1975. Il'acll4l 111 Wub1'115CDB Irr1pt1.au , D8~elDsnulit eo.p.., to tbe State of Wubiqcoa. ncorde4 111 Vol- '16 of D8ada. '&la 366. bcanI. of th.nton Cow cr. W.atdDs:tcm. ". coDcUt1n of CM aak1D1 ,114 accapC&11C8 of thiS COIIYa,..IIc:8J (a) GrDtO'l' CaY.zap" wit" Crat... aU tile Crance. CD'H8UU v1U erenC1):. Ulil vi~a.lA.:~ t::7~ 1. c- cllano!. ....... /'r'i-;:z.i.-D." ~1" I'D-l~..'I~ K8ma G. Hur:.It.'I'. n"li:lOft CauIItr 1--. ~ \,. 0 9 2 3~~~ that.. lema .. die ..01. .i4OGP~ lip \I'oCIRJD 05/02/00 11:55 FAX 33Db.4 CJlC IlJD16/D17 .. - ~.. 860416001& CCIUCT%OI DID AlII) 1%1.1. OF BALI 'L'b C:raaco~1 \l.ASElBC:rOJ %U1c.\nClr IIEVILOPICDT CC!O'.AJn' . ~oraUOD. in couidnat:ioa of '1'1.. ~U.n 8IICI oual: cDUi"r.tioll 1D haM pa:L:!. baqa1n8. ..11. - aDd Ccrm'W1W ~a t1l8 P1JII.IC 1ntL1Tr DtmlC'f RO. 1 af SM~a1l Ccnm:y. & -.s.d.,&! corparat1= of the Suee of W..b1qccm. Gree.... .. !.!she rarclat ell) ullllt..:U.t Sat.nae.. .. a taaaA~ 111 C- .ntb GrUd:D'r' .... ocb81:'11. 111 UId 1:11 chit. 1:'..1 ItR.e.. aj,blacd :I.. c1l. C-tT of 'nnaraCOli. Stat. of Waa1l~1:IZI. a. dascr1Hcl iA Ezh~tt It. .etadi" buno ... b,. thte r8fan1lce wa48 II part bft'8Df; . ad I'll 81Id CoO eM uruccuna. 8..1p881It ADd fac:Ui t:l..&a ODV ft' hft'wter cnacneutl a. i11&~11." 1. or 011 a&14 raal .ataca. SUBJECT 'to ripta of t211 C1~ of C"l:ral1a .. I.C tot'tb i. UaC carra1.11 leu.1' acr8.-AC d.t8d H8,. 16. 1 '67 bel:Vftll ,acific Pet.,.r , L1pt ee.p.Dy ad dl8 City of Call.ual1a. alao StmJECr 1'0 else ..""11". r1Ihe. ot 1187. -:-8I1cric:ct-.. r..arY8UO118 allll ou.r 8111:\8"1'8... of ncord. iZlcl\ld1al r'UoC noe. UJI1ud Co a. Jtaa-88t fD'r' A__. lub. .tatH Karch 7. 1974. put" i'llty W.ah:tJICtGIi Irrtpt1O11 , hY&lgp8llllC eo.,..,. CD' 118YU'1:Iuuaotr eo.,..,.. ir.cori.4I 111 Val... 666. PAl. lIS. heard. af nmr.c.oa ConcY. Vub.1qt=. .. Iou_III: for Ace... 1oeU. lIacH Ka, 17. 1974. IRllt" b1 !laUlilllCDII Irr1p- ~1aD , D.velcrp88ftc c-,.n, to Sco~t ""1' Co8;IUIy. 'NeGn.d ill '.laM tQ4. PAl. 57&. lacot'u af T1wracIII! Coacy, Vaahinctaa. aIM .. l..nall.C 1= okce.. R.oi&Iia. "tod N_-.bu. 11. 1975. InD~ad "b, VaahiDltoa Irripc1a11 , Dnucrp8lDC Ca8;taay co tb.. itato of W..htlltI:OII. rocord.' 111 Vo1- 116 ot ZIt"'a. pa.. 3". Jacc:nia of. 'rtmratOD Couacy. Vaat",I:_. ... coD41U.CID af the 88kiD& .. accqoc- of thll cIlln'8)"IU!c~.....r.t". " ,...- fD- Z I-V.t.-f 3 iOS 1. ;I. . .~ ,.-f" ~'J8IIIt Kat. '\ \J n q.,'.D.t\8 ,... :t8Id& ~\m ~ ~~~~ - - " I _. YIIL 140Sp:(.( 8DI 05/02100 11:55 FAX 3308~~CMC ~O17/017 . . 8604~ " , coauc:now !1m AJm n1J.. "r SALE Crator.VASantCTOI IDIca.noK 1)~caMP AJn' , corporn1cm, 111 colI.dduatiots of '!:All DIIU8n aU atnr cCID8Uendoa 111 baD& p8id. haqa:iA8. ..118 aM COIIY8)"8 to eM' PUlUC unun nlmtCf 110. 1 of ~a"8 Barbar Cawney, a 8UI1c1opal CQrpvS'8t:Utt. at the StaU at .aab1Dlcaa. Gr.D~8e, 8 'oar 'aRaac (I,%) 1Ind1Y1c!U 111~.r..t. ... 8 unaae SoD wich CZUCDI' aU oebel'8, 111. ... to tM r.al ..ute &:S.Cute4 111 eM CoaIacy of 'naanew. Stata of Vuhillchll, .. lleacr..bell ill E8hi\1.1: A aecacbK twnco IIDII 117 tb18 rd8re11C8...a. 8 p8'l't hU'8lllf; ... iJI _II to Ca .mcan:... eqep881lt usd fac111t1.1 a IIOW or banafur ClllQ8u'KulS .nII 1D8u.1l8c! 111 or aU 1'..1 Muta8 SDlJIC1' TO rs.pca Df the r.uy of CUtta1.u .. He fonll 111. tb8t cartaiA latter ap'---t datal May :!6, IV" bet-all hcUic PINer' L1Pc Cc8pny aM the Cit,. of C..t:-aUa., .180 SUIJZCt tba 8.888Dta. npta af ..,. . rutrtct1uu. r.c.nad.cma' &1111 Dcbar aDC-bracaa af raeo",' s.eclU11U1i1 bat _t 1181ul to .11 r.u...ar for Ace... 10&118. .datH Hardi 7, 1"". Iran~- ~,. Vub1nac- Irripctoa h9alDp88IIC ~II"""to W.,.n1Ia-8'I' nc:orcIad 10 Vol- 6ti. '8" 113. IccGm of tIuInta8 CO8IIc,. V~o E&a.-ac fDT Ace... aoada. dated Maf 11. 1974. SRJIuil '" Vuh1nlta8 1m.... u,, - . n...1or-.I8ot: CC8pa7 to SeDtt Papal' ~~. l'8CDrie4 'Volae 904. P... 5'8, l_D~d.. of 'rbar8cOll Coaty, VulliJllcoa. aM .. ra.....c: for lice... - 1.aU8. iacn Rav"'r 18. 1975. ~IIDC" ~1 VubiAccDta 1rr1S"1aD , D8V81~IiC Cc8p8D7 -to tb8 StaU of VuUllltcrao RamS.. 1ft Vo~ 716 of 0."'8. '..a 366. beD!"" oS nz-8tG11 CauI1tT. ~ans...tDft. loa cood1tioa of eu -Idaa a. aceept8DCa ot c:1d.. ccnw878Z1C8S ,..26-'1A- ...--- -..."", :'\a92Q~ ~(~~......-~;;_ Cr1tJd4:VGL1400pw MuftI '-' EXHIBIT B Percenta2e Shares PacifiCorp 47. A vista Corporation 17.5% City of Seattle, Washington City of Tacoma, Washington Public Utility District No.1 of Snohomish County, Washington Puget Sound Energy, Inc. Public Utility District No.1 of Grays Harbor County, Washington ponlndl-2036186.4 OOI943~IS4