20070605Application.pdf

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June 4, 2007
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201 South Main, Suite 2300
Salt lake City, Utah 84111
Ms. Jean D. Jewell
Commission Secretary
Idaho Public Utilities Commission
PO Box 83720
Boise, ill 83720-0074
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Re:Verified Joint Application of Fall River Rural Electric Cooperative, Inc. and Rocky
Mountain Power for an Order Approving the Sale and Transfer of Property
Dear Ms. Jewell:
Rocky Mountain Power, a division ofPacifiCorp, hereby submits for filing an original and seven
copies of its joint Application of Fall River Rural Electric Cooperative, Inc. and Rocky Mountain Power
for approval of the sale and transfer of property.
Communications relating to this proceeding should be served on the following representatives for Rocky
Mountain Power:
Justin Lee Brown
Senior Counsel
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, Utah 84111
J ustin.Brown~Pacifi Corp .com
Brian Dickman
Manager, Idaho Regulatory Affairs
Rocky Mountain Power
201 South Main Street, Suite 2300
Salt Lake City, UT 84111
B rian.Di c kman~Pac ifi Corp. com
Communications relating to this proceeding should be served on the following representative for Fall
River Rural Electric Cooperative, Inc.
Dee M. Reynolds
General Manager
Fall River Rural Electric Cooperative, Inc.
1150 North 3400 East
Ashton, Idaho 83420
Dee. Reyn 0 Ids~fallrivere lectri c. com
In addition, it is respectfully requested that all formal correspondence and Staff requests regarding this
material be addressed to:
By E-mail (preferred):datarequest~pac ificorp. com
By Fax:[phone]
Justin Lee Brown
Rocky Mountain Power
201 South Main, Suite 2300
Salt Lake City, Utah 84111
Telephone No. [phone]
Facsimile No. [phone]
justin. brown~Pacifi Corp.com
Attorney for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE VERIFIED
JOINT APPLICATION OF FALL RIVER
RURAL ELECTRIC COOPERATIVE, INe. )
AND ROCKY MOUNTAIN POWER FOR
AN ORDER APPROVING THE SALE AND TRANSFER OF PROPERTY
CASE NO. P AC-07-
VERIFIED JOINT APPLICATION
FOR APPROV AL OF THE SALE
AND TRANSFER OF PROPERTY
Fall River Rural Electric Cooperative, Inc., an Idaho non-profit corporation ("Fall River
and Rocky Mountain Power, a division of PacifiCorp ("Company" or "RMP") (collectively
referred to herein as the "Parties ), by and through their respective attorneys of record, hereby,
jointly, submit this verified application to the Idaho Public Utilities Commission
Commission ) for approval of the sale and transfer of property from RMP to Fall River. This
application is filed pursuant to Rule 52 of the Rules of Procedure of the Idaho Public Utilities
Commission and Idaho Code ~~61-328 and 61-333. In support thereof, the Parties state as
follows:
MOD IFIED PROCEDURE
The Parties respectfully request that the Commission proceed pursuant to a modified
procedure pursuant to Rules 201 through 204 of the Commission s Rules of Procedure. The
Parties have provided a joint communication explaining the proposed transaction and this
application to all potentially interested persons, and have also notified them of their opportunity
to express their opinion regarding the proposed transfer. A copy of the joint communication plan
is attached hereto as Exhibit D. As such, given the reasons set forth herein, the Parties urge the
Commission to proceed under a modified procedure.
II.
JURISDICTION
Fall River is a non-profit rural electric cooperative duly organized under the laws of the
state of Idaho. Fall River operates a rural electric system for the convenience of its members in
and around the city of Driggs, Idaho. RMP operates a retail electric system in certain areas of
southeastern Idaho, one of which is an area immediately adjacent to Fall River s existing service
territory. RMP is a public utility and is subject to regulation by this Commission pursuant to the
public utility laws of the state of Idaho.
Pursuant to Idaho Code ~61-328 no public utility "shall. . . sell, lease, assign or transfer.
. . any such property or certificate of convenience and necessity. . . except when authorized to do
so by order of the public utilities commission." Furthermore, ~61-333(1) provides that the
Commission "shall, after notice and opportunity for hearing, review and approve or reject
contracts between. . . cooperatives and public utilities" that allocate territories, consumers, and
future consumers.
III.
BACKGROUND
RMP is authorized to do and is doing business in the state of Idaho. RMP provides
electric service to approximately 912 000 customers in Idaho, Utah, and Wyoming.The
company serves approximately 67 000 customers in Idaho, with about 150 of those customers in
Teton County.
Formed in 1938, Fall River is one of the oldest rural electric cooperatives in the west.
Based in Ashton, Idaho, Fall River is a member owned cooperative serving approximately
000 members in Idaho, Montana, and Wyoming. Fall River operates more than 1 800 miles
of distribution lines and maintains an office, operations crew, and service center located in
Driggs, Idaho in Teton County. Fall River serves approximately 5 400 members in the Teton
County.
Over the years Rocky Mountain Power and Fall River Electric Cooperative, Inc. have
both provided service to customers in the Teton County Basin, often within close proximity of
each other. However, as the Teton basin experiences growth, the potential for the duplication of
facilities increases, presenting planning and operational issues for both utilities and their
customers.
As both companies have considered their approach to serving new customers in the basin
and the need to avoid the duplication of facilities, Fall River has developed a proposal which
RMP supports, to have RMP transfer certain electric customers and service territory to Fall
River. The facilities to be transferred to Fall River are described with greater specificity in the
Asset Purchase Agreement attached hereto as Exhibit A, and include the following:
132 wood poles
26.2 miles of wire
Six enclosures
5.34 miles of insulated cable
15 pole transformers, 1 phase
28 pad transformers, 1 phase
In addition to the physical assets, the Parties are requesting approval to transfer a portion of
RMP's certificated service territory to Fall River. A copy of a map depicting RMP's certificated
service territory and the proposed service territory to be transferred to Fall River is attached
hereto as Exhibits B and C, respectively. The specific service territory to be transferred to Fall
River is further described as follows:
T. 6 N., R. 44 E., B.B.&M.
T. 5 N., R. 44 E., B.B.&M.
Sections 20 , and 33.
Sections 4 , 8 , 16, and 17.
IV.
STANDARD OF REVIEW
Idaho Code ~61-328 provides that before the Commission authorizes any transaction
involving the sale or transfer of any public utility property, the Commission shall find:
(a) That the transaction is consistent with the public interest;
(b) That the cost of and rates for supplying service will not be increased by
reason of such transaction; and
(c) That the applicant for such acquisition or transfer has the bona fide
intent and financial ability to operate and maintain said property in the
public service.
RMP and Fall River respectfully submit that approval of the attached asset purchase
agreement is consistent with the public interest because of the closer proximity of Fall River
resources (such as office, line crews, and service centers) that are located in Driggs, Idaho as
compared to RMP', which are located in Rexburg, Idaho. As such, it is expected that the
proximity of these resources will benefit the transferred customers by enhancing response time
for restoration and service calls. The transfer of the customers to Fall River is also expected to
maintain, if not improve, service reliability due to the extensive power delivery system of Fall
River in the Teton County Basin and anticipated future infrastructure investment to be made by
Fall River. It is further expected that Fall River will serve the transferred customers from
existing facilities, eliminating the need of RMP to construct facilities that are adjacent to Fall
River s facilities, consequently eliminating any unnecessary duplication of facilities.
Fall River submits that its rates for supplying service to the transferred customers will not
be increased by reason of the transaction because Fall River has agreed to serve the customers
located in the Service Territory under RMP's rate structure for a period of five years from the
closing date of the transaction. Following this five year period, transferred customers will be
subject to Fall River rates as established for its members at that time. RMP also submits that the
cost of service and rates for the remaining customers of RMP will not increase in any material
way as a result ofthe proposed transfer of facilities and customers from RMP to Fall River.
Fall River further submits that it has the bona fide intent and financial ability to operate
and maintain the subject Service Territory in the public service. As previously noted, Fall River
has been providing electric service to its members for nearly 70 years. Fall River also has the
financial ability to operate and maintain the subject Service Territory, as is indicated in the
company s most recent fiscal year end results where Fall River had total annual revenues of
$19.0 million, net operating margin of $2.0 million, total assets of $70.5 million, with member
equity of $20.2 million.
Furthermore, Idaho Code ~61-333(1) provides that the Commission shall approve
customer allocation agreements only upon a "finding that the allocation of territories or
consumers is in conformance with the provisions and purposes of this act." The "act" that is
referenced in ~61-333(1) is the Electric Supplier Stabilization Act ("Act"). The purposes of the
Act are found at Idaho Code ~61-332(2), and they are as follows:
This act. . . (is J designed to promote harmony among and between electric
suppliers furnishing electricity within the state of Idaho, prohibit the "pirating" of
consumers of another electric supplier, discourage duplication of electric
facilities, actively supervise certain conduct of electric suppliers as it relates to
this act, and stabilize the territories and consumers served with electricity River
by such electric suppliers.
RMP and Fall River respectfully submit that authorizing the parties to proceed with the
transaction contemplated by the attached Asset Purchase Agreement furthers the purposes of the
Act by: (1) promoting harmony between Fall River and RMP because the Parties have negotiated
a mutually beneficial resolution regarding the provisioning of electric service to the customers to
be transferred to Fall River; (2) eliminating needless duplication of electric facilities by
permitting Fall River to serve the transferred customers with existing facilities, consequently
eliminating any need to build duplicate facilities; (3) stabilizing the territories and consumers
served with electricity by Fall River and RMP by utilizing the existing infrastructure to
efficiently serve the transferred customers, consequently enhancing the constancy of energy
suppliers in Teton County, and enhancing the public safety and reliability of energy supply; and
(4) the submission of this application to the Commission, who s subsequent review and decision
is satisfactory evidence of active supervision of the conduct of the Fall River and RMP as it
relates to the Act. The Parties have also committed to work together to resolve any existing and
future service territory alignment issues within the next 12 months, and will jointly submit any
allocation agreement to the Commission for approval.
Based upon the foregoing, the Commission should approve the sale and transfer of the
Assets to Fall River from RMP because it conforms to the provisions and purposes of the Act.
PRAYER FOR RELIEF
The Parties respectfully request that this Commission proceed pursuant to a modified
procedure pursuant to Rules 201 through 204 and issue an order as follows:
Approving the attached asset purchase agreement and authorizing the sale and
transfer ofthe Assets and the subject Service Territory from RMP to Fall River.
Amending RMP's existing certificate of convenience and necessity to reflect the
transfer of the subject Service Territory to Fall River.
Such other relief as the Commission deems necessary and proper.
DATED this -z.l day of May, 2007.
----
SIGNATURES ON THE FOLLOWING P AGE----
ROCKY MOUNTAIN POWER
tin Brown1 S Main, Suite 2300alt e City, Utah 84111
Tele one No. [phone]
Facsimile No. [phone]
justin. brown(?YPacifiCorp. com
Attorney for Rocky Mountain Power
F ALL RIVER RURAL
COOPERATIVE, INc.
ELECTRIC
eM. Reyno ,
1150 North 34 0 E
Ashton, Idaho 83420
Telephone No. [phone]
Facsimile No. [phone]
Dee. Reyno Ids(?Yfallriverel ectric. com
By:
VERIFICATION
STATE OF UTAH
)ss.
COUNTY OF SALT LAKE
Carol L. Hunter, being first duly sworn, deposes and states:
I am the Vice President of Services for Rocky Mountain Power; and
I have read the foregoing Verified Joint Application for Approval of the
Sale and Transfer of Property and know the contents thereof, and based upon information and
belief, the contents are true of my own knowledge and I believe them to be true.
-t:-
CAROL L. HUNTER
SUBSC,RIBED AND SWORN to before me
this ..21f'tlay of May 2007.
~x 'Jt(~NOT Y PUBLIC
EXHIBIT A
ASSET PURCHASE AGREEMENT
This ASSET PURCHASE AGREEMENT (the "Agreement") is made and entered into as
of the day of May 2007 by and between Rocky Mountain Power, a division of
P ACIFICORP, an Oregon corporation ("Seller ), and Fall River Rural Electric Cooperative, Inc.
an Idaho non-profit corporation ("Purchaser
A. Seller is engaged in the business of generating, transmitting and distributing
electric energy and in connection therewith owns certain distribution facilities located near
Driggs, Idaho, consisting of a certificate of convenience and necessity for the subject area and
the distribution facilities, as more fully described on Schedule "1" attached hereto and by this
reference made a part ofthis Agreement (the "Assets
B. Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser
Seller s interest in the Assets upon the terms and subject to the conditions ofthis Agreement.
C. In addition to the Assets identified in Schedule 1., the Seller is transferring a
portion of its service territory covered by its current certificate of convenience and necessity to
Purchaser pursuant to the terms and conditions of this Agreement, which only includes the
service territory in which the Assets are located and that is contiguous with Purchaser s existing
service territory. The service territory that is being transferred by Seller to Purchaser
described with more specificity as follows:
T. 6 N., R. 44 E., B.B.&M.Sections 20 , and 33.
T. 5 N., R. 44 E., B.B.&M.Sections 4 , 16, and 17.
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 1
PURCHASE AND SALE OF ASSETS
1.1 Purchased Assets. On the terms and subject to the conditions contained in this
Agreement, at the Closing, Purchaser shall purchase, and Seller shall sell, convey, assign, and
transfer to Purchaser all its right, title and interest in the Assets as described with particularity on
Schedule "1.1". Expressly excluded from this sales transaction is the revenue, due the Seller, that
is earned prior to the close of the sale, whether billed or not billed, and shall remain a receivable
of the Seller and the rights to said revenue is not transferred to the Purchaser by this Agreement.
1.2 Asset Purchase Price. The purchase price for the Assets shall be $297 529 (the "Asset
Purchase Price
ARTICLE 2.
CLOSING
Closing. This transaction shall close within 7 days of the issuance of the Idaho Public
Utilities order approving this Agreement, on a date acceptable to both parties, (the "Closing ) at
the offices of the Seller in Salt Lake City, Utah. At the Closing and subject to the terms and
conditions hereof, the following will occur:
1.1 Deliveries by Seller. Seller shall deliver to Purchaser such instruments of
transfer and conveyance properly executed and acknowledged by Seller
customary form mutually agreed to by the Seller and Purchaser necessary to
transfer to and vest in Purchaser all of Seller s right, title and interest in and to the
Assets.
1.2 Deliveries by Purchaser. Purchaser shall deliver to Seller the Asset
Purchase Price in immediately available funds, by way of wire transfer to an
account designated by Seller.
Prorations. Items of expense and income (if any) affecting the Assets and the assumed
liabilities that are customarily pro-rated, including, without limitation, real and personal property
taxes, utility charges, charges arising under leases, insurance premiums, and the like, shall be
pro-rated between Seller and Purchaser as of Closing.
ARTICLE 3.
TERMINATION
Termination. This Agreement may be terminated only as follows:
1.1 At any time prior to Closing, by mutual written consent of the Seller and
Purchaser; or
1.2 By one party upon written notice to the other if there has been a material
default or breach under this Agreement by the other party, which is not cured by
the earlier of the Closing or 30 days after receipt by the other party of written
notice specifying with particularity such breach or default.
1.3 By either party if this Agreement is not approved by the Idaho Public
Utilities Commission upon terms and conditions that are acceptable to both
parties. Such notice of termination under this provision shall be given within 30
days of the issuance of such order unless both parties agree upon a joint request
for rehearing or appeal.
Effect of Termination. If there has been a termination pursuant to Section 3.1.2, then
this Agreement shall be deemed terminated and all further obligations of the parties hereunder
shall terminate, except that the obligations set forth in Sections 4.4, 5.1 , 5., and 5.7 shall
survive. In the event of such termination 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
transaction contemplated hereby except as set forth in Section 5., and except for the
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.
ARTICLE 4.
REPRESENTATIONS AND COVENANTS
Purchaser and Seller hereby represent, covenant, and agree that those customers within
the subject area near Driggs, Idaho that were previously served by the Assets prior to Closing
shall be served by Purchaser following the Closing of this transaction, and Purchaser agrees to be
responsible for reliable service to these customers following the Closing.
Purchaser and Seller hereby agree that the Purchaser has the sole obligation and right to
serve customers in the service territory to be transferred to Purchaser as described below:
T. 6 N., R. 44 E., B.B.&M.Sections 20, 26, 27, 28 , and 33.
T. 5 N., R. 44 E., B.B.&M.Sections 4 , 16, and 17.
Purchaser and Seller hereby understand and agree that only those customers within the
specific service territory described above and located near Driggs, Idaho that were previously
served by the Assets shall be served by Purchaser following the Closing of this transaction.
Purchaser and Seller agree that its certificate, once amended, will allow Seller to serve other
areas within Teton County as allowed under its certificate and nothing herein nor in the expected
order from the Idaho Public Utility Commission shall be read to exclude service within Seller
amended certificate covering its remaining service territory.
4.4 Purchaser and Seller hereby represent, covenant, and agree that they will work with each
other to resolve any existing and future service territory alignment issues within the next twelve
months and further agree to jointly submit an allocation agreement to the Idaho Public Utilities
Commission for approval as may be required by Idaho s Electric Suppliers Stabilization Act.
ARTICLE 5.
MISCELLANEOUS PROVISIONS
Assignment; Binding Effect; Survival. The rights under this Agreement shall not be
assignable or transferable nor the duties delegable by Purchaser or Seller without the prior
written consent of the other. No provision contained in this Agreement shall be construed to
give any third person any claim, action, or right of subrogation against any party hereto. Except
as may be otherwise expressly set forth in this Agreement, any representations and covenants
that are contained in this Agreement shall survive the Closing.
Captions; Counterparts. 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.
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.
Entirety of Agreement; Amendments. This Agreement (including the Schedules
hereto) contains the entire understanding between the parties concerning the subject matter of
this Agreement except as expressly provided for herein, and it supersedes all prior
understandings and agreements, whether oral or written, between the parties with respect to the
subject matter hereof and thereof. This Agreement may be amended or modified only by an
agreement in writing signed by each of the parties hereto.
5.4 Commission Approval. This Agreement is subject to approval by the Idaho Public
Utilities Commission, as well as all other applicable regulatory agency approvals.
Notices. All notices, requests, demands, waivers, consents and other communications
hereunder shall be in writing, shall be delivered either in person, by overnight air courier or by
mail, and shall be deemed to have been duly given and to have become effective, as follows: (a)
upon receipt if delivered in person; (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
S. mail as certified or registered mail, return 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):
Ifto Seller, addressed to:
Rocky Mountain Power
Attn: Vice President, Services
201 South Main Street, Suite 2400
Salt Lake City, Utah 84111
With a copy to:
Rocky Mountain Power
Attn: General Counsel
201 South Main Street, Suite 2400
Salt Lake City, Utah 84111
Ifto Purchaser, addressed to:
Fall River Rural Electric Cooperative, Inc.
Attn: General Manager
1150 North 3400 East
Ashton, Idaho 83420
Indemnification.
Subject to, and without in any way limiting or diminishing, any other
covenants, warranties, representations, or agreements that are contained herein or the
rights or remedies available to the Purchaser or Seller for the breach hereof, Purchaser
shall indemnify and hold Seller harmless against and in respect of the following:
(a) Any and all liabilities, demands, claims or suits against Seller
arising out of the inaccuracy or breach of any representation, covenant, or
warranty made by Purchaser in this Agreement.
(b) Any and all liabilities, demands, claims or suits against Seller
resulting or arising, directly or indirectly, from Purchaser s negligent, intentional
or illegal acts or omissions that are or were in breach of any duty or obligation
Purchaser owed to Seller, or any third parties, whether such duties arise under this
Agreement, by contract, at law or in equity.
(c) Any and all liabilities, demands, claims or suits against Seller
resulting or arising directly or indirectly from the Assets after Closing.
Subject to, and without in any way limiting or diminishing, the other
covenants, warranties, representations, or agreements herein contained or the
rights or remedies available to the Purchaser for the breach hereof, Seller shall
indemnify and hold Purchaser and Company harmless against and in respect of
the following:
(a) Any and all liabilities, demands, claims or suits against Purchaser
arising out of the inaccuracy or breach of any representation, covenant, or
warranty made by Seller in this Agreement.
(b) Any and all liabilities, demands, claims or suits against Purchaser
resulting or arising, directly or indirectly, from Seller s negligent, intentional or
illegal acts or omissions that are or were in breach of any duty or obligation Seller
owed to Purchaser, or any third parties, whether such duties arise under this
Agreement, by contract, at law or in equity.
(c) Any and all liabilities, demands, claims or suits against Purchaser
resulting or arising directly or indirectly from the Assets prior to Closing.
Exclusive Remedy. In the absence of actual fraud, Section 5.6 shall be the exclusive
remedy of all parties for monetary damages for breach of this Agreement and each of the parties
hereby waives any other claim, cause of action or remedy for monetary damages, including
economic or consequential damages that it might assert against the other, whether under statutory
or common law or any other legal requirement.
Arbitration. The parties to this Agreement hereby agree to submit any dispute
hereunder to binding arbitration in lieu of a legal action in a court of competent jurisdiction. The
parties hereby agree that either party may submit a dispute for arbitration and request for a
hearing on an expedited basis, not to exceed 180 days from the date of filing the request for
arbitration. To the extent the parties cannot agree on an arbitrator, the arbitration service or
governing body in which the request for arbitration was filed shall appoint the arbitrator. The
costs of the binding arbitration shall be shared by the parties. If absolutely necessary to preserve
the party s rights or to avoid irreparable harm, the parties may seek injunctive relief in a court of
competent jurisdiction. The prevailing party shall be entitled to recover its share of the
arbitration costs as well as their other costs of litigation, and reasonable attorneys' fees.
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 instruments shall be construed as though the parties participated equally in the drafting of the
same. 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.
10 Waiver and Severability. 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
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. 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.
11 Governing Law. This Agreement shall be governed in all respects, including validity,
interpretation and effect, by the laws of the state of Idaho applicable to contracts made and to be
performed wholly within the state of Idaho.
12 Exculpation. PURCHASER AGREES THAT THE ASSETS ARE BEING SOLD ON
AN "AS IS" BASIS AND IN "WITH ALL FAULTS" CONDITION, AND WITHOUT
LIMITING THE GENERALITY OF THE FOREGOING, SELLER MAKES NO WRITTEN
OR ORAL REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE FITNESS , MERCHANTABILITY, OR SUITABILITY OF THE ASSETS
FOR ANY PARTICULAR PURPOSE.
13 Reasonable Efforts. The parties hereto agree 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 transaction contemplated hereby,
including the satisfaction of all conditions thereto set forth herein.
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the
date first above written.
PURCHASER:
Fall River Rural Electric Cooperative, Inc.
By:
Name: 'fJ .
Title JJ:p tUt / c/O
SELLER:
ROCKY MOUNTAIN POWER
By:~J)*
Name:MiGhC\.Yd Willj -e..-
Title:JYeSi~em-
Description of Purchased Assets
Schedule 1.1
Quantity UOM Asset
30' pole
110 35' pole
35' pole
40' Pole
40' Pole
40' Pole
40' pole
40' Pole
45' Pole
520 #2 Triplex
600 1/0 triplex
1/0 triplex
060 #2 acsr
308 #6 copper
60,350 30 stl
312 80 stl
1 P ground sleeve
000 #2 25kva urd primary
200 #2 25kva urd primary
943 #2 primary urd 7.
825 #2 primary urd 7.
500 1/0 25kv urd primary
260 1/0 urd triplex
120 1/0 urd triplex
735 4/0 urd triplex
500 4/0 urd triplex
150 4/0 urd triplex
350 4/0 urd triplex
640 4/0 urd triplex
220 350 urd triplex
10kva 120/240 ovh
25 kva 120/240 ovh
15kva 120/240 ovh
5kva 120/240 pole 7.
50kVA 120/240 ovh
50kVA 120/240 ovh
50' kva 120/240 pole 7.
25kva 120/240 pad 7.
25kva 120/240 pad 7.
50kva 120/240 pad 7.
25kva 120/240 pad
25kva 120/240 pad
25kva 120/240 pad
75kva 120/240 pad 7.
167120/240 pad 7.
EXHIBIT B
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EXHIBIT C
EXHIBIT D
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~OUNTAIN 201 South Main, Suite 2300
Salt Lake City, Utah 84111
May 8, 2007
(Customer)
(Address)
Dear (Customer):
At Rocky Mountain Power, customer service is our top priority and we continually evaluate options for
improving the quality of service provided to our customers. The purpose of this letter is to inform you of
developing challenges in the Teton County Basin and a proposed solution for these challenges.
For many years, Rocky Mountain Power and Fall River Rural Electric Cooperative have both provided
service to customers in the Teton County Basin, often within close proximity of each other. However, as
the Teton Basin experiences growth, the potential for the duplication of facilities increases and presents
planning and operational challenges for both utilities and their customers.
As we have considered solutions to the growing needs of the area, we have proposed to the Idaho Public
Utilities Commission the transfer of electric service for our existing customers in the Teton County Basin
to Fall River Rural Electric Cooperative.
If this proposal is approved by the Commission, you are one of the customers that would be served by
Fall River. Your electric service would come from a company that currently serves about 5,400 customers
in Teton County, including many of your neighbors and local businesses.
Expected benefits of this transaction include:
Improved response time for restoration and service calls due to the proximity of Fall River
service centers and line crews.
Improved service reliability due to the extensive power delivery system of Fall River in the
Teton County Basin and expected future infrastructure investment by Fall River.
Fall River s commitment to maintain Rocky Mountain Power s rate structure for a period of five
years from the close of this transaction.
It is important for you to know that the proposed customer transfer to Fall River is not final, and will not
be final until it has been approved by the Idaho Public Utilities Commission. Shortly after May 8, 2007,
Rocky Mountain Power and Fall River Electric expect to file a joint application with the Idaho Public
Utilities Commission requesting approval of the proposed customer transfer. The Commission
evaluation process will provide you an opportunity to express your opinion regarding the proposed
transfer. Your comments can be sent to the Commission at P.O. Box 83720, Boise, Idaho 83720, or by
visiting its website at www.puc.state.id.
A public meeting will be hosted by Fall River Electric on May 11, 2007 at 6:00 p.m. in the Teton Middle
School auditorium. Representatives of Fall River and Rocky Mountain Power will be available to explain
the proposed transfer and answer your questions.
Please direct further questions about the proposed transfer to Glen Pond, Rocky Mountain Power, at
[phone].
Sincerely,
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Karen Gilmore
Vice President, Customer Services
Rocky Mountain Power