20130517Redacted Exhibits.pdf

ROCKY MOUNTAIN
4 POWER
A DIVISION OF PACIFICQRP
May 17,2013
n r:c
2fl13fl:’:Y I?R;:29 201 South Main,Suite 2300
Salt Lake City,Utah 84111
VIA OVERNIGHT DELIVERY
Jean D.Jewel!
Commission Secretary
Idaho Public Utilities Commission
472 W.Washington
Boise,ID $3702
RE:CASE NOS.PAC-E-13-06 &PAC-E-13-07
APPLICATION FOR AUTHORITY TO SELL ST.ANTHONY
HYDROELECTRIC GENERATION PLANT AND APPLICATION FOR
POWER PURCHASE AGREEMENT WITH ST.ANTHONY HYDRO LLC
Dear Ms.Jewell:
To address concerns raised with the Idaho Public Utilities’Staff attorney,enclosed for filing are
an original and seven (7)copies of redacted versions of Confidential Exhibits 1,2 &3 that were
filed April 9,2013 in Case No.PAC-E-13-06,and Confidential Attachment 1 that was filed
April 15,2013 in Case No.PAC-E-13-07.Also enclosed for filing is a Verification for the
Applications that were filed in the above referenced cases,as well as a Certificate of
Confidentiality for the confidential exhibits mentioned above.
All formal correspondence and regarding this filing should be addressed to:
Ted Weston
Rocky Mountain Power
201 South Main,Suite 2300
Salt Lake City,Utah 84111
Telephone:($01)220-2963
fax [phone]
Email:ted.westonpacificorp.com
Daniel E.Solander
Rocky Mountain Power
201 South Main Street,Suite 2300
Salt Lake City,Utah $41 11
Telephone:($01)220-4014
fax:($01)220-3299
Email:daniel.so1ander(pacificorp.com
Communications regarding discovery matters,including data requests issued to Rocky Mountain
Power,should be addressed to the following:
By E-mail (preferred):datareguestpacificorp.com
By regular mail:Data Request Response Center
PacifiCorp
$25 NE Multnomah St.,Suite 2000
Portland,OR 97232
Idaho Public Utilities Commission
May 17,2013
Page 2
Informal inquiries may be directed to Ted Weston,Idaho Regulatory Manager at (801)220-
2963.
Sincerely,
K.Larsen
Enclosures
Regulation &Government Affairs
VERIFICATION
STATE OF UTAH )
)
COUNTY OF SALT LAKE )
Ted Weston,being first duly sworn,deposes and states:
1.I am the Idaho Regulatory Affairs Manager for Rocky Mountain Power;and
2.I have read the Application to Sell the St.Anthony Hydroelectric Plant in Case
No.PAC-E-13-06,as well as the Application for a Power Purchase Agreement in Case No.
PAC-E-13-07 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.
Ted Weston
SUBSCRIBED AND SWORN to before me
this /day of May 2013.
I M4CHA $SNOW
NPubc
I .StabofUWi
L
___
1?F I r
Mark C.Moench (ISB #8942)
Daniel B.Solander (ISB #893 1)_uin.17 j 9:29RockyMountainPower
201 South Main Street,Suite 2300
Salt Lake City,Utah 84111 JTIU iLS CC:jc
Telephone No.[phone]
facsimile No.[phone]
Email:[e-mail]
Attorneyfor Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER Of THE APPLICATION )
Of ROCKY MOUNTAIN POWER FOR )CASE NO.PAC-E-13-06
AUTHORITY TO SELL THE ST.)
ANTHONY HYDROELECTRIC )
GENERAITON PLANT LOAACTED IN )
FREEMONT COUNTY,IDAHO )
IN THE MATTER OF THE APPLICATION )
OF PACIFICORP B/B/A ROCKY )CASE NO.PAC-E-13-07
MOUNTAIN POWER FOR APPROVAL )
OF A POWER PURCHASE AGREEMENT )
BETWEEN PACIFICORP AND ST.)
ANTHONY HYDRO LLC.)
ATTORNEY’S CERTIFICATE CLAIM OF CONFIDENTIALITY
I,Daniel E.Solander,represent Rocky Mountain Power in the above captioned matter.I
am Senior Counsel for Rocky Mountain Power.
I make this certification and claim of confidentiality regarding the Confidential Exhibits
1,2,and 3 that were filed April 9,2013 in Case No.PAC-E-13-06,and Confidential Attachment
1 that was filed April 15,2013 in Case No.PAC-E-13-07 pursuant to IDAPA 3 1.01.01 because
Rocky Mountain Power disclosed certain information that is Confidential and constitutes Trade
1
Secrets as defined by Idaho Code Section 9-340 and 48-80 1 and protected under IDAPA
31.01.01.067 and 31.01.01.233.
Rocky Mountain Power herein asserts that the aforementioned exhibits and attachment
are confidential in that the information contains commercially sensitive financial analyses,
request for proposals results,and other information that would jeopardize the interest of and
cause irreparable injury to Rocky Mountain Power if disclosed.Disclosing this information
could also give entities access to competitive information Rocky Mountain Power believes could
be used to disadvantage it and its customers.
I am of the opinion that this information is “Confidential,”as defined by Idaho Code
Section 9-340 and 48-801,and should therefore be protected from public inspection,examination
and copying,and should be utilized only in accordance with the terms of the Protective
Agreement between Rocky Mountain Power and Idaho Public Utilities Commission Staff.
DATED this 16th day of May,2013.
Respectfully submitted,
By____________________
Mark C.4oench ‘
Daniel E.Solander
Attorneys for Rocky Mountain Power
2
AIVIAJ/’JflSSISAJVMVIVI3MVMH
I0MIIHIHXJUEII3VUJI
5 Official Base Price Curve Date (MId C)
6 Analysts Period in Years
7 Discount Rate
8 Inflation Rate
9 DecommissIon Date
10 Net Book Value at 12-31-11 in Thds $$
11 Sale Date
12 Sales Price (In Thds of $)
13 Sale Expenses fin Thds of $)
14 Negative Net Proceeds (In Thus of $)Remaining book value transferred to Ashton Plant
15 Under the Decommissioning Alternative replacement power Is purchased at market
16 Under the Sale Alternative replacement power Is purchased at PURPA rates for 20 years with market thereafter
17 per year for ongoing O&M costs
18 Does not Include costs assocIated with potential future,but un-quantified,liabilities
Confidential Exhibit No.1
Page 1 of 1
.
Confidential
PacifiGorp Energy.Hydro Resources
St Anthony Hydro Project
Proposed Alternatives
December11,2012
Operations Operations Decommission Sale
Full Capital Minimum Capital Remove Project In on 12-31 12OperationsOperations2013
2O12B4O-Oprate 2012C40-OperateMin 2012E40-Decom 2O12D4O-S&
Aitemahee #1 Mernauve #2 Meme;lvo #3 Aftematlve #4
Base Generation Forecast (MWh)4,851 3,301 3301 3,301
Alternative Costs:40 Year Costs-In Thousands of 2012 Dollars
]$$Capital $
Routine O&M
Special O&M
Decommission Costs
Negative Net Proceeds (Note 14)
Lost Generation (Note 15)
Total Alternative Costs $$$$
Customer Benefit Analysis:
Revenue Requirement I.40 Year PresentValue of Revenue Requirement-In ThUs of Dollars
Market Value of Reolacement Power $$$$
Cost of Alternative:
Less:
Current Investment Cost
Operations Capital
Operations O&M
DisconnectIon Cost
Special O&M (Note 17 and 18)
DecommIssIon Costs
Negative Net Proceeds (Note 14)
Lost Generation (Note 15 and 16)
Total Cost $
Net (Cost)IBeneflt -PVRRCd)$
Nominal Levelized Annual Cost I 60 Year Nominal Levellzed Cost in Dollars per MWP1
Market Value of Reolacement Power $$$$
Cost of Alternative:
Less:
Current Investment Cost $
Operations Capital
Operations O&M
Disconnection Cost
Special O&M (Note 17 and 16)
Decommission Cost
Negative Net Proceeds (Note 14)
Lost Generation (Note 15 and 16)
Total Cost $
Net Levellzed (Cost)/Benefit $
E
IKey AssumptIons:
Note
1 Total Project Generation (MtATh)
2 Avg Lost Generation fMWh)
3 Avg Generation Gain from Upgrades (MWh)
4 Net Avg Project Generation
I_L
$
$
$
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Confidential Exhibit No.2
Page 4 of 19
St.Anthony Hydroelectric Plant
Letter of Interest
March 30,2012
Joint Venture
Sorenson Engineering
1.We offer
2.Statement of assets to be acquired;All land offered,FERC license rights through
transfer or lease,water rights ,all buildings and equipment as is.Our plan is to replace
the existing generation equipment with new vertical manually regulated Kaplan.
3.Proposed Time line
Offer acceptance May 1,20 12
Execute Sales Document June 15,2012
File FERC license transfer/lease July 15,2012
Execute PPA with PacifiCorp August 1,2012
Finalize interconnect Agreement with PacifiCorp June 15 to Oct 15 2012
Order New turbine October 152012
File Rebuild Construction drawings with FERC December 15,2012
Start Rebuild May 2013
Rebuilt Plant commercial operation September 2013
4.Proofofabilityto complete the transaction.
a.Sorenson owns and operates 11 small hydroelectric plants.he is familiar with fERC
license transfer/lease process and has supplied power to PacifiCorp reliably for over 25
years (John,Younie,PacifiCorp,1-503-813-5960).See attached Hydro experience list.
b.See attached letter from Farm Credit.
C.See attached personal financial statement of Ted Sorenson (note this is confidential
information].
5.Sorenson Engineering investigated St Anthony in detail in 2004,2005.Our plan to
repower with new equipment is economic if we receive federal tax credits due to expire
at the end of 2012.We receive the credits provided we order the equipment this
calendar year and place the project online by the end of calendar year 2013.
6.Our offer is contingent upon.
a.Entering into sales agreement and FERC license transfer/lease in sufficient time and
manner to qualify for the federal tax credit
b.Receiving legal opinion from our attorney that the state water rights are still valid.
c.Receiving PPA from PacifiCorp at Current avoided costs Rates by August 2012.
Contact For this proposal and negotiations is:
Ted S Sorenson P E,Sorenson Engineering,5203 south 11th East,Idaho Falls,Idaho
834,20)3-7r22-8069 ted(tsorenson.net.Very Truly Yours,
1’ed S So1enson PE,
Confidential Exhibit No.2
Page 5 of 19
SUMMARY
The following is a list of hydroelectric projects which Ted S.Sorenson,P.E.and principal of
Sorenson Engineering has completed during his career.Additionally,projects which are owned,
operated,and designed by Mr.Sorenson are also provided separately.One project which Mr.Sorenson
purchased without designing is also listed.Below is a short summary of project totals.
1.Design of Hydroelectric Related Projects (35)
2.Design including Turbine/Generator and Switchgear for Hydroelectric Projects (31)
-Completed over a period of 28 years,all are still operating.
3.Hydroelectric Projects Owned and Operated by Mr.Sorenson (11)
4.Projects with CHEC equipment (13)
5.Projects with Gilkes equipment (13)
6.Hydroelectric Projects not designed but owned by Mr.Sorenson.(1)
SORENSON ENGINEERING-DESIGNED HYDROELECTRIC PROJECTS
1.Arena Drop Hydroelectric
Commissioned 2010
Head 76feet
Penstock 450 L.F.of 48-inch diameter pipe
Flow:100 CFS
CHEC-Horizontal Frances connected to 500
kW
Location:Near Boise,Idaho
Construction Cost:
2.Arrowrock Hydroelectric (Pictured tight)
Commissioned 2010
Head 1 5ofeet
Penstock 150 L.F.of96-inch diameterpipe,
two penstocks
Flow:1500 CFS
CHEC-Vertical Frances connected to 8.0 MW
genetatoi,two units total 16.0 MW
Transmission Line:5 miles
Location:Neat Boise,Idaho
Construction Cost:
3.Midway Hydroelectric
Commissioned 2006
Head 27 feet
Confidential Exhibit No.2
Page 6 of 19
Penstock 90 L.F.of 98-inch diameter
pipe,two penstocks
Flow:1300 CFS
CHEC-Horizontal Manually regulated
Kaplan connected to Single 1.6 MW
generator,two units total 2.6 MW
Transmission Line:1 mile
Location:Hansen,Idaho
Construction Cost:
4.Mora Drop Hydroelectric (Pictured Right)
Commissioned 2006
Head 38 feet
Penstock 90 L.F.of120-inch diameter pipe
Flow:550 CFS
CHEC-Vertical Manually regulated Kaplan
connected to Single 1.6 MW generator
Transmission Line:61 miles
Location:Kuna Idaho
Construction Cost:
5.Cove Flume Test Section for Pacific Power/Utah Power &Light
Completed 1998
Feasibility and Design for Test Section for Open Channel Flume
Flow 1500 cfs
Cast-in-Place and Precast Concrete Sections
6.Mopan Hydroelectric
Completed 1996
Feasibility and power sales for 12 megawatt Facility to include 42 meter high roller
compacted concrete dam and 92 kilometer transmission line in remote area.
Location:State of Petan ,Guatemala,Central America.
7.Twin Falls Hydroelectric
Completed 1995
Fabrication Drawings for penstocks for 30 megawatt facility.Penstocks 14 feet in diameter.
Location:Near Twin Falls,Idaho
8.FaIl River Hydroelectric
Commissioned 1993
Head 250 feet
Penstock 2700 L.F.of 96-inch diameter pipe
Flow:550 CFS
Bouvier-Two Frances turbines connected to two 5 MW generators
Transmission Line:861 miles
Location:Ashton,Idaho
Construction Cost:
Confidential Exhibit No.2
Page 7 of 19
9.Mimer Dam Hydroelectric
Completed 1992
Completed Design portion of design build contract for five
32-feet wide by 18-feet high radial gates
Location:Near Burley,Idaho
Fabrication Cost:
10.Friant Fish Release Hydrotower Proiect
Commissioned 1992
Head 120 Feet
Flow 35 cfs
Gilkes-500 KW Francis Turbine on Fish Hatchery Release Waters —
-Friant Dam and Friant River Canal
Location:Near Fresno,California
Construction Cost:
11.Ingram Ranch Lower Hydroelectric Proiect
Commissioned 1990
Head 320 feet
11,000 L.F.of 30”Diameter Steel Penstock
20,000 L.F.of Trapezoidal Canal
Flow 25 cfs
Gilkes-Twin Jet Turgo
500 KW Induction Generator
Location:Near Challis,Idaho
Construction Cost:
12.Smith Falls Hydroelectric Facility
Commissioned 1990
Head 1585 Feet
Flow 370 cfs
28,000 L.F.of 72”,69”and 57”Diameter Steel Penstock
Bouvier-Three Pelton Units;Two Twin Jets and One Single Jet
38,000 KW Aggregate Capacity of 3 Generators
Location:Boundary County,Idaho
Construction Cost:
13.Faulkner Land &Livestock Hydroelectric Proiect
Commissioned 1989
Head 140 feet
950 L.F.of 51”Diameter Steel pipe Penstock through rough mountain canyon terrain
Flow 80 cfs
Gilkes-Frances Turbine
875 KW Induction Generator
Utility Grade Switchgear,2 miles of 14 KV transmission line
Location:Near Bliss,Idaho
Construction Cost:
Confidential Exhibit No.2
Page 8 of 19
14.0.J.Power Hydroelectric Facility
Commissioned 1988
Head 410 feet
6,000 L.F.18”Diameter Steel pipe Penstock
Flow7cfs
Gilkes-Single Jet Turgo Turbine
180 KW Induction Generator
Industrial Grade Switchgear
Location:Oneida County,Idaho
Construction Cost:
15.Mink Creek Hydroelectric Facility
Commissioned 1987
Head 470 feet
11,000 L.F.of 50”Diameter Steel pipe Penstock through tough mountain canyon terrain
Flow 100 cfs
Gilkes-Twin Jet Turgo Turbine
3,000 KW Synchronous Generator
Utility Grade Switchgear
Location:Franklin County,Idaho
Construction Cost:
16.Amy Ranch Hydroelectric Facility
Commissioned 1987
Head 940 feet
20,200 L.F.of 18”Diameter Steel pipe Penstock
Flow 11 cfs
Bouvier-Twin Jet Pelton Wheel Turbine
700 KW Induction Generator
Industrial Grade Switchgear
Location:Butte County,Idaho
Construction Cost:
17.Snedigar Ranch Hydroelectric Facility
Commissioned 1986
Head 190 feet
Penstock 4,000 L.F.
30”Diameter Steel pipe through rough canyon terrain
Flow 35 cfs
Barber-Frances Turbine
540 KW Induction Generator
Industrial Grade Switchgear
Construction Cost:
18.Littlewood River Hydroelectric Facility
Commissioned 1986
Head 29 feet
3,000 L.F.of canal in lava rock
Confidential Exhibit No.2
Page 9 of 19
Flow 460 cfs
Gilkes-Two Frances Open Flume Turbines
960 KW Two Induction Generators
Industrial Grade Switchgear,1/2 mile transmission line
Location:Near Gooding,Idaho
Construction Cost:
19.Geo Bon II Hydroelectric Facility
Commissioned 1986
Head 31 feet
Penstock 120 L.F.
120”Diameter Steel pipe
3,000 L.F.canal and tailrace in lava rock
Flow 480 cfs
Voith-Double Regulated Kaplan Turbine
1,030 KW Synchronous Generator
Utility Grade Switchgear
Location:Near Shoshone,Idaho
Construction Cost:
20.Ingram Ranch Upper Hydroelectric Facility
Commissioned 1985
Head l85feet
Penstock 900 LF.
48”Diameter Steel pipe;20,000 L.F.trapezoidal canal
Flow 80 cfs
Gilkes-Frances Turbine
1,060 KW Synchronous Generator
Utility Grade Swltchgear
Location:Near Challis,Idaho
Construction Cost:
21.Georgetown Irrigation Hydroelectric Facility
Commissioned 1984
Head 220 feet
Penstock 18,500 feet of existing irrigation main
30”Diameter through 42”Diameter Steel pipe
Flow 30 cfs
GlIkes-Twin Jet Turgo Turbine
480 KW Induction Generator
Industrial Grade Switchgear
Location:Georgetown,Idaho
Construction Cost:
Confidential Exhibit No.2
Page 10 of 19
SORENSON ENGINEERNG-DESIGNED HYDROELECTRIC PROJECTS
IN PROGRESS
1.South Canal Drop 1 Hydroelectric
Expected Commissioning 2013
Head:54.2 feet
Flow:1000 CFS
CHEC-Vertical Kaplan connected to a 4.0 MW generator
Penstock:1,130 feet 132 inch dia.steel pipe
Location:Near Montrose,Colorado
2.South Canal Drop 3 Hydroelectric
Expected Commissioning 2013
Head:47.3 feet
Flow:1000 CFS
CHEC-Vertical Kaplan connected to a 3.5 MW generator
Penstock:290 feet 132 inch dia.steel pipe
Location:Near Montrose,Colorado
3.Fargo Hydroelectric
Expected Commissioning 2013
Head:Unit 1 140 feet,Unit 2 81 feet
Flow:Unit 75 cfs,Unit 240 cfs
CHEC-Two Horizontal Frances Turbines connected single 1.1 MW generator
Penstock:1,130 feet 132 inch dia.steel pipe
Location:Near Montrose,Colorado
Confidential Exhibit No.2
Page 11 of 19
TED SORENSON-DESIGN/OWN!OPERATE HYDROELECTRIC PROJECTS
1.C-Drop Hydroelectric (Pictured Right)
Commissioned 2012
Head:23feet
Flow:700 cfs
CHEC-Vertical Kaplan connected to a 1.1
MW generator
Location:Klamath Falls,Oregon
CONSTRUCTION COST
2.Lower Turnbull Hydroelectric
Commissioned 2011
Head l50feet
Penstock 2,215 L.F.of 108-inch dia.pipe,
Flow:700 CFS
CHEC-Vertical Frances connected to 7.8
MW generator,
Transmission Line:1.7 miles
Location:Near Fairfield,Montana
Construction Cost:
3.Upper Turnbull Hydroelectric (Pictured Right)
Commissioned 2011
Head lOOfeet
Penstock 967 L.F.of 108-inch dia.pipe,
Flow:700 CFS
CHEC-Vertical Frances connected to 5.7
MW generator,
Transmission Line:1.3 miles
Location:Near Id V -
Construction Cost:
4.Belize Hydroelectric (Pictured)
Commissioned 2007
Head 120 feet
Penstock 550 L.F.of 72-inch diameter
pipe
Flow:375 CFS
CHEC-Two Frances Turbines connected
to Single 3.4 MW generator
Transmission Line:61 miles
Location:Toledo District,Belize,Central
America
Construction Cost:
5.Pancheri Hydroelectric
Commissioned 2010
Head 503 feet
Flow9cfs
CHEC-Twin Jet Pelton ,290 KW
Penstock:10,000 feet 20 inch dia.
Location:Near Howe Idaho
Cost:
Confidential Exhibit No.2
Page 12 of 19
6.Tibet Dam Hydroelectric (Pictured Right)
Commissioned2004
Head 175 feet
Penstock 90 L.F.of 96-inch diameter pipe
Flow:700 cfs
Gilkes-Frances Turbines connected to
Single 7.5 MW generator
Transmission Line:1 mile
Location:Liberty County,Montana
Construction Cost:
Confidential Exhibit No.2
Page 13 of 19
7.Marsh Valley Hydroelectric Facility
Commissioned 1993
Head 100 feet
Penstock 600 L.F.of 60-inch diameter
pipe
Flow:250 cfs
Chinese (Not CHEC)-Two Frances
Turbines connected to Single 1900 KW
generator
Transmission Line:3 miles
Location:Bannock County,Idaho
Construction Cost:
8.Oregon North Fork Sprague River
Hydroelectric Proiect
Commissioned 1988
Head 185 feet
5,700 L.F.of51”Diameter Steel pipe
Penstock through rough mountain
canyon terrain
Flow 100 cfs
Bouvier-Twin Frances Turbines mounted
on Single Generator
1,230 KW Induction Generator
Utility Grade Switchgear,6 miles of 14 KV
transmission line
Location:Near KIa math Falls,Oregon
Construction Cost:
9.Schaffner Ranch Hydroelectric Facility
Commissioned 1986
Head 1,230 feet
Penstock 11,000 L.F.
18”Diameter Steel pipe
Flow5cfs
Gilkes-Pelton Turbine
440 KW Induction Generator
Confidential Exhibit No.2
Page 14 of 19
Utility Grade Switchgear,2.5 miles high voltage (46 KV)transmission line
Location:Lemhi County,Idaho
Construction Cost:
10.Birch Creek Hydroelectric Facility
Commissioned 1986
Head 517 feet
22,000 L.F.51’Diameter Steel pipe Penstock;12 miles trapezoidal canal
Flow 75 cfs
Gilkes-Twin Jet Turgo Turbine (1986)
CHEC-Pelton Wheel (re-powered in 2007)
2,700 KW Synchronous Generator
Utility Grade Switchgear
Location:Clark County,Idaho
Construction Cost:
TED SORENSON-OWNED HYDROELECTRIC PROJECTS,NOT DESIGNED BY
SORENSON ENGINEERING
Dry Creek Hydroelectric Project
Commissioned 2000
Head:1,220 feet
Flow;55 CFS
Gilkes-3.4 MW
Penstock:60,000 feet 42 inch dia.steel pipe
Location:Near Howe Idaho
Confidential Exhibit No.2
Page 15 of 19
+Northwest6’FARM CREDIT SERVICES
March 29,2012
To:PacifiCorp
Subject:St.Anthony,ID Hydro Project
Northwest Farm Credit Services has worked with Ted &Gayle Sorenson for over ten years.They are an
excellent customer for us with all loans performing as agreed.We currently have financing in place on
several of Sorenson’s existing hydro projects and would gladly provide up to in new financing
to purchase and rebuild the St.Anthony,ID hydro project,subject to normal underwriting and due
diligence on the project.If you have any questions regarding our financing relationship with the
Sorensons or their ability to provide adequate funding for the project,please do not hesitate to call me
at 208-732-1038.
Sincerely,
Valentin Celaya 7
Relationship Manager /VP
Nnrhwe%t I rni A(.A,A (A
ASSETS:
Cash:
Ted and Gayle Sorenson
Statement of Assets and Liabilities
As of January 1,2012
Confidential Exhibit No.2
Page 16 of 19
c.‘1•”)Iov I f3//Zu Page 1 of 4
Total Cash Accounts
Stocks and Bonds:
Perosnal automobiles,boats,etc
Furniture and Jewelry:
Silver and Gold
Real Estate:
Retirement Accounts:
Total Non-Business Assets
Ted and Gayle Sorenson
Statement of Assets and Liabilities
As of January 1,2012
Confidential Exhibit No.2
Page 17 of 19
Gayle A.Sorenson,P.A.:(cash)
Lc.J-‘Iibi—ii,
(/3t/W-
Business Investments:
Page 2 of 4
Ted and Gayle Sorenson
Statement of Assets and Liabilities
As of January 1,2012
Confidential Exhibit No.2
Page 18 of 19
aL&C-.S’m--1’/tj.’rJl?j-’1/31/tuna-Page 3 of 4
Net Value
Ted and Gayle Sorenson
Statement of Assets and Liabilities
As of January 1,2012
Confidential Exhibit No.2
Page 19 of 19
TOTAL ASSETS
PERSONAL LIABILITIES:
NET WORTH
[
--G L i’’I,t,ta—%%â-//ii/
Total Business Assets
Page 4 of 4
JJvsUNVISVH3IfldIO
IMJNEI3IDVUJIfl3JXJATIflJ
E0MIIHIHXJUE[I3VUJI
Non-Confidential Exhibit No.3
Page 1 of 105
EXECUTION COPY
AGREEMENT OF PURCHASE AND SALE
by and between
ST.ANTHONY HYDRO LLC,as ‘Buyer”
and
PAC1FICORP,as “Seller”
St Anthony Hydroelectric Generating Plant
Dated as of December 2012
Non-Confidential Exhibit No.3
Page 2 of 105
TABLE OF CONTENTS
Page
ARTICLE 1.DEFiNITIONS I
ARTICLE 2.SALE AND PURCHASE OF DEVELOPMENT 3
2.1 Development Property to be Sold or Assigned 3
2.2 Assumption of Certain Liabilities 3
2.3 Instruments of Conveyance and Transfer 3
2.4 Iitrcliase Price 3
2.5 Payment 3
2.6 Escrow Agent 3
2.7 AllocationofPropertyTaxes 3
2.g Sales,Transfer and Other Taxes 4
2.9 Environmental Attributes 4
2.10 “A.sIs”Sale;Disclaimer 4
2.11 Certain Excluded Property 7
2.12 Updated Exhibits 7
2.13 Allocation of Purchase Price to Real Property 7
ARTICLE 3.CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS 7
3.1 Deliverables 7
3,2 Representations,Warranties,and Covenants of Buyer $
3.3 Necessary Regulatory Approvals 8
3.4 ThirdPartyConsents S
3.5 Litigation $
ARTICLE 4.CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS 9
4.1 Deliverables 9
4.2 Representations,Warranties,and Covenants ofSeller 9
4.3 NecessaryRegulatoiyApprovals 10
4.4 Third Party Consents 10
4.5 I..itigation 1 0
4.6 Title Insurance 10
4.7 Interconnection Agreement 10
ARTICLES.REPRESENTATIONS AND WARRANTIES OF SELLER 10
70325816.$0085000-02003
Non-Confidential Exhibit No.3
Page 3 of 105
TABLE OF CONTENTS
(continued)
Page
5.1 Organization and Powers of Seller 10
5.2 Authority Relative to Agreement;Governmental Authonzati ii
5.3 Non-Contravention;Approvals ii
5.4 Title to the Development Assets;Claims,Liens,Assignment 11
5.5 (Dontracts and (Donuiiitnjents 1 1
5.6 Permits,Licenses,and Certificates 11
5.7 1’ac vEatters 11
5.8 Conipliaiice vit1i L,aws 12
5.9 L.egal Proceetiiiigs 12
5.10 No Brokers 12
5.11 Known Defects 12
ARTICLE 6.REPRESENTATIONS AM)WARRANTIES OF BUYER 12
6.1 Organization and Powers of Buyer 12
6.2 Authority;Governmental Authorization and Approvals 12
6.3 T’on—Coiitraventioii 12
6.4 I1.o Brolcers 13
ARTICLE 7.COVENANTS OF SELLER 13
7.1 Conduct of Business 13
7.2 IndemnificatIonbySelier 13
7.3 General Pre-Closing Obligations 13
7.4 Preserve :R..elationships 14
7.5 Maintain Properties 14
7.6 1.otilcatioii 14
7.7 Delivery of Physical Records 14
7.8 Response to Requests 14
7.9 Decommissioning of Interconnect Fadilitie 14
ARTICLE 8.COVENANTS OF BUYER 14
8.1 Irarlsfer of fperation 14
8.2 Inde3lnitIca.tiorl by Buyer ,14
8.3 General Pre-Closing Obligations .15
—Il—
Non-Confidential Exhibit No.3
Page 4 of 105
TABLE OF CONTENTS
(continued)
Page
8.4 Response to Requests 15
8.5 Covenant Regarding Retail Service Error!Bookmark not defioed.15
ARTICLE 9.CLOSING 15
9.1 Iiine arid Place 15
9.2 Actions at Closing 16
9.3 Failure of Conditions Precedent;Waiver 16
9.4 Iurtlier A..ssiiraiices 16
ARTICLE 10.SURVWAL OF WARRANTiES,REPRESENTATIONS,AND
16
10.1 Su.rrival 16
10.2 Time for Bringing Action 16
..1?..’IICLE 11.‘I’ER)vIEt’Lk1’1OI1 17
11.1 Temilnation 17
11,2 Effect of Termination 17
ARTICLE 12.LIIvIITATION OF LIABILITY 18
ARTICLE 13.CONFDENflALITY 18
ARTICLE 14.MISCELLANEOUS 18
14.1 i.ssigiIrIiei1t 18
14.2 No Discharge 18
14.3 ii.11ocation 18
14.4 Jxchaiige 19
14.5 Post-Closing Access 19
14.6 Termination ofUse ofName and Logo 19
14.7 No Reliance 19
14.8 Public Announcements 19
14.9 TimeoftheEssence 19
14.10 Amendment 19
14.11 Section Headings 19
14.12 Waiver 19
14.13 Choice of Law 19
-I’]-
TABLE OF CONTENTS
(continued)
Non-Confidential Exhibit No.3
Page 5 of 105
Page
14.14 Notices 20
Counterparts 20
Construction of Agreement 20
EntireAgreement 20
EXHIBITS
EXHIBiT A
EXHIBIT B
EXHIBIT C
EXHIBITD
EXHiBIT E
EXIllBT F
EXHIBIT G
EXHIBIT H
EXHIBIT I
EXHIBIT J
EXHIBIT K
EXHIBIT L
PROPERTY INCLUDED iN SALE
PERMITTED ENCUMBRANCES
EXCLUDED PROPERTY
EXCLUDED LIABILITIES
PROJECT CONTRACTUAL OBLIGATIONS DELEGATED TO
BUYER
NON-COMPLIANCE ITEMS
KNOWN DEFECTS TO PROJECT
PACIFICORP’S NECESSARY REGULATORY APPROVALS
THIRD PARTY CONSENTS
FORM OF DEED AND BILL OF SALE
FORM OF POWERLINE EASEMENTS
FORM Of ACCESS EASEMENT
14.15
14.16
14.17
-iv-
Non-Confidential Exhibit No.3
Page 6 of 105
ST.ANTHONY HYDROELECTRIC GENERATING PLANI’
AGREEMENT OF PURCHASE AND SALE
THIS AGREEMENT OF PURCHASE AND SALE (“Agreement”),effective as of
the last date executed by either of the Parties (“Effective Date”).is by and between St.Anthony
Hydro LLC,a limited liability company organized and existing under the laws of Idaho
(“Buyer”),and PacifiCorp,a corporation organized and existing under the laws of Oregon
(“Seller”).Buyer and Seller are sometimes referred to herein together as ‘Parties”and each
individually as a ‘Party.”
RECITALS
WHEREAS,Seller owns and operates a diversion dam,canal intakes,powerhouse,
turbine-generators,outbuildings,water rights and other related property upon certain real
property liereinalier defined,that collectively comprises the St Anthony Hydroelectric
Generating Plant in St.Anthony,Idaho (the “Development”);and
WHEREAS,the Parties have engaged in discussions regarding the sale of the
Development and Buyer has conducted due diligence to its satisfaction;and
WHEREAS,both Seller and Buyer wish to enter into a contract for the sale of the
Development.
NOW THEREFORE,both Parties hereby agree as follows.
ARTICLEL
DEFINTflONS
The following terms shall have the respective meanings set forth below,whether used in
singular or plural;
1.1 “Access Easement”mean the easement granted to Buyer at Closing in the form of
Exhibit K.
1.2 “Assumed Liabilities”means all liabilities associated with,relating to or existing in
connection with the Development Assets,including without limitation the Contractual
Obligations and Permitted Liens,but not including the Excluded Liabilities.
1.3 “Closing”means the completion of the transfer of Development ownership
contemplated in this Agreement,which shall not occur until the Escrow Agent has deemed the
transaction complete,in accordance with the instructions given the Escrow Agent by the Parties.
1.4 “Closing Date”means the date when Closing occurs.
1.5 “Commercially Reasonable Efforts”means the efforts,time and costs that a reasonable,
prudent person desirous of achieving a result would use,expend or incur in similar commercial
circumstances to ensure that such result is achieved within a reasonable period of time.
1.6 “Contractual Obligations”means the obligations to be assumed by Buyer set forth in
Exhibit E.
70325816.8 0085000-02003
Non-Confidential Exhibit No.3
Page 7 of 105
1.7 “Destruction Notice”shall have the meaning set forth in Section 7.7.
1.8 “Development”is defined in the Recitals.
1.9 “Development Assets”is defined in Section 2.1.
1.10 “Effective Date”is defined in the preamble.
1.11 “Escrow Agent”shall have the meaning set forth in Section 2.6.
1.12 “Excluded Liabilities”means the liabilities set forth in Exhibit ft
1,13 “Excluded Property”means property set forth on Exhibit C,plus any other Seller
property not set forth in Exhibit A.
1.14 “Necessary Regulatory Approvals”means (i)any legally required or prudent approval
by,exemption from or notice to,the public utility or service commissions,or state legislatures,
of the states of California,Idaho,Oregon,Utah,Washington,and Wyoming,of the transactions
contemplated by this Agreement;(ii)FERC approval ofthe transfer ofthe Development to
Buyer and the re-commissioning of the Development Assets by Buyer;and (iii)any other
approval from any governmental entity,state or federal,if deemed to be required in the sole,
reasonable discretion of Seller.
1.15 ‘Permitted Encumbrances”means such existing liabilities or obligations running with
the Development and set forth in Exhibit B.
1.16 ‘Permitted Liens”means with respect to the Real Property:(a)liens for property taxes
and installments of assessments and charges of governmental authorities not yet due and payable
as ofthe Closing Date,(b)liens incurred in the ordinary course ofbusiness (including inchoate
worlanan’s and mechanics liens and inchoate liens incurred in connection with worker’s
compensation,unemployment insurance,social security and other laws)which do not secure any
amounts currently due and which do not currently present any risk of sale of the property subject
to the lien,(c)prior to the Closing Date,liens incurred in the ordinary course of business which
are discharged in full by the Closing Date,(d)liens created by the act or omission ofBuyer,and
(e)the Permitted Encumbrances.Notwithstanding the foregoing,all monetary liens or monetary
encumbrances on the property suffered or created by Seller,except for liens of general and
special taxes and assessments not yet due and payable,are not Permitted Liens and shaJi be
eliminated by Seller on or prior to the Closing Date.
1.17 “Powerline Easements”mean the easements granted back to Seller at Closing in the
form of Exhibit J.
1.18 ‘PrevailIng Mountain Time”or “PMT”means Mountain Standard Time or Mountain
Daylight Time,as applicable on the day in question.
1.19 “Prudent Electrical Utility Practices”means any of the practices,methods and acts
engaged inor approved by a significant portion of the electrical utility industry or any ofthe
practices,methods or acts,which,in the exercise ofreasonable judgment in the light of the facts
known at the time a decision is made,could have been expected to accomplish the desired result
at the lowest reasonable cost consistent with reliability,safety and expedition.Prudent Electrical
Utility Practices is not intended to be limited to the optimum practice,method or act to the
exclusion of all others,but rather to be a spectrum of possible practices,methods or acts.
1.20 “Purchase Price”has the meaning set forth in Section 2.4.
-2-
Non-Confidential Exhibit No.3
Page 8 of 105
1.21 “RECs”and “RECs Period”shall have the respective meanings set forth in Section
2.9.1.
1.22 “Real Property”means that portion of the Development Assets comprised of real
property,as set forth in Exhibit A.
1.23 “TItle Company”means the tide company the Parties have selected to provide tide
insurance.
1.24 “Transfer Taxes”shall have the meaning set forth in Section 2.8.
1.25 “Water Rights”means water rights as described on attached Exhibit A.
ARTICLE 2.
SALE AND PURCHASE OF DEVELOPMENT
2.1 Development Property to be Said or Assigned.Subject to all terms and conditions of
this Agreement,Seller agrees to sell and assign,and Buyer agrees to buy and assume,all of
Seller’s right,title and interest in,to and under the Development property listed in Exhibit A
(“Development Assets.
2.2 Assumption of Certain Liabilities.Upon Closing,Buyer shall assume all the Assumed
Liabilities.
2.3 Instruments of Conveyance and Transfer.In accordance with the terms hereof,and at
the time described herein,the Parties shall deliver signed counterparts of such deeds,bills of
sale,endorsements,assignments,consents,and other good and sufficient instruments of
conveyance and assignment as shall be effective fi)to vest in Buyer title in the Development
Assets,subject only to the Permitted Liens,(II)to effectuate the assumption by Buyer of the
Assumed Liabilities;and (lii)to vest hi Seller title to RECs as provided in Section 2.9.1.Such
instruments of conveyance and transfer shall be in such forms as are set forth in Exhibit I.
2.4 Purchase Price.The Purchase Price for the Development shall be
(“Purchase Price”).
2.5 Payment
2.5.1 Buyer shall pay the Purchase Price plus any additional amount due and payable by
Buyer pursuant to this Agreement (including but not limited to Sections 2.7,2.8,4.5
and 9.2)at Closing.
2.5.2 Seller shall pay any amounts due and payable by Seller pursuant to this Agreement
(including but not limited to Sections 2.7,2.8,4.5 and 9.2)at Closing.
2.6 Escrow Agent.The Parties have mutually designated First American Title Company
(“Escrow Agent”)as the Escrow Account holder under this Agreement.
2.7 Allocation of Property Taxes.Seller is a centrally assessed taxpayer for purposes of
property taxes in the state of Idaho and its various items of property,including the Development,
are not separately assessed.Seller has determined that the amount of state and local property
taxes attributable to the Development for 2012 will be
Seller and Buyer hereby agree that state and local property taxes shall be
-3-
Non-Confidential Exhibit No.3
Page 9 of 105
allocated pro rata,on a daily basis as of the Closing Date,that Buyer shall pay itspro rata share
to Seller at Closing,and that Seller shall pay (through Escrow or otherwise),all property taxes
for the Development during the calendar year in which Closing occurs.
2.8 Sales,Transfer and Other Taxes.Any sales,transfer,purchase,use,or similar tax or
fees (other than capital gains tax)that may be payable by reason of the sale of all or a portion of
the Development (“Transfer Taxes”)shall be borne by the Party who is liable for such tax under
the law.
2.9 Environmental Attributes.
2.9.1 Buyer agrees to assign to Seller all ofthe environmental attributes or renewable
energy credits,whether or not certificated,and all rights to claim generation in the
Western Renewable Energy Generation Information System (“WREGIS”and such
WREGIS rights collectively with such environmental attributes and renewable energy
credits,“RECs”)associated with the Development and generation therefrom from the
Closing Date until midnight,December 31 on the tenth (1 0th)full year after the
Closing Date (“RECs Period”).RECs include without limitation all “Environmental
Attributes,”“Renewable Attributes”and “Green Attributes”as such terms are defined
in the California Public Utilities Commission Decision 08-08-028 (August 2008).
2.9.2 During the RECs Period,Seller may obtain,in its discretion and without being
obligated to do so,at its own expense,certification or qualification under any
applicable state or federal programs for the Development or RECs related to the
Development’s generation and shall be entitled to,at its own expense,make any
Development modifications,such as meter upgrades,or establish one or more
accounts in WREGIS,required for the Development or the RECs generated therefrom
to qualiu’.
2.9.3 As of the Effective Date,Seller is not obligated to obtain or to renew any
qualifications or certifications for the Development or RECs from Development
generation under any present or future renewable or other standard or program.
2.9.4 Buyer agrees to operate the Development during the RBCs Period in a manner
consistent with Prudent Electrical Utility Practices to maximize production.
2.9.5 Seller and Buyer expressly disclaim any representation or warranty that there are or
will be RECs available from the Development or that the RECs from the
Development,ifany,have any value or would qualit’for any purpose under any
present or future state or federal program.
2.9.6 Buyer shall cooperate with Seller in effectuating the provisions of this Article 2 and
shall execute such documents which are reasonably necessary to consummate,
facilitate or effectuate the transactions contemplated hereby.
2.10 “As-Is”Sale;Disclaimer.
2.10.1 THE DEVELOPMENT ASSETS ARE SOLD TO BUYER “AS IS,WHERE IS”
AND WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND OR
NATURE,EXPRESS OR IMPLIED NCLUDJNG WITHOUT LIMITATION,
WITH RESPECT TO THE GENERATING CAPABILITY OF THE
-4-
Non-Confidential Exhibit No.3
Page 10 of 105
DEVELOPMENT,THE ABU.1TY OF BUYER TO GENERATE OR SELL
ELECTRICAL ENERGY,OR THE ABILITY OF BUYER TO OPERATE THE
DEVELOPMENT ASSETS PROFITABLY.WITHOUT LIMITING THE
FOREGOING,SELLER MAKES NO REPRESENTATIONS OR WARRANTIES
OF MERCHANTABILITY,U$AGE OR $UITABILITY OR FITNESS FOR ANY
PARTICULAR PURPOSE WITH RESPECT TO THE DEVELOPMENT ASSETS,
OR ANY PART THEREOF,OR AS TO THE WORKMANSHIP THEREOF,OR
THE ABSENCE OP ANY DEFECTS THEREIN,WHETHER LATENT OR
PATENT,OR COMPLIANCE OF THE ASSETS WITH ANY LAWS,OR AS TO
THE CONDITION OF THE ACQUIRED ASSETS,OR ANY PART THEREOF,
AND ANY SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY
DISCLAIMED.BUYER ACKNOWLEDGES AND AGREES THAT IT HAS HAD
(I)THE RIGHT AND ABILITY TO FULLY INVESTIGATE AND INSPECT THE
DEVELOPMENT AND TO REQUEST ANY INFORMATION REGARDING THE
DEVELOPMENT THAT BUYER DEEMS NECESSARY;AND (U)THE
OPPORTUNITY TO SEEK RELEVANT ADVICE FROM APPROPRIATE
EXPERTS AND OTHER CONSULTANTS.
2.10.2 BUYER FURTHER AND SPECIFICALLY AGREES,SUBJECT ONLY TO THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH HEREIN
OR IN ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS,THAT IT
SHALL TAKE THE REAL PROPERTY “AS-IS,”“WHERE-IS,”AND WITH ALL
FAULTS AND CONDITIONS THEREON.ANY INFORMATION,REPORTS,
STATEMENTS,DOCUMENTS OR RECORDS (COLLECTIVELY,THE
“DISCLOSURES”)PROVIDED OR MADE TO BUYER OR ITS CONSTITUENTS
BY SELLER OR ANY OF SELLER’S AFFILIATES OR REPRESENTATiVES
CONCERNING THE CONDITION OF THE PROPERTY SHALL NOT BE
REPRESENTATIONS OR WARRANTIES Of SELLER EXCEPT TO THE
EXTENT EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE
DOCUMENTS OR CERTIFICATIONS.BUYER SHALL NOT RELY ON SUCH
DISCLOSURES,BUT RATHER,BUYER SHALL RELY ONLY ON ITS OWN
INSPECTION OF THE PROPERTY AND THE REPRESENTATIONS AND
WARRANTIES SET FORTH HEREIN AND IN ANY CONVEYANCE
DOCUMENT OR CERTIFICATION.BUYER ACKNOWLEDGES AND AGREES
THAT,SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET
FORTH HEREIN OR iN ANY CONVEYANCE DOCUMENTS OR
CERTIFICATIONS ABOVE,SELLER HAS NOT MADE,DOES NOT MAKE
AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,WARRANTIES,
PROMISES,COVENANTS,AGREEMENTS OR GUARANTIES OF ANY KIND
OR CHARACTER WHATSOEVER,WHETHER EXPRESS OR IMPLIED,ORAL
OR WRrn’EN,PAST,PRESENT OR FUTURE,OF,AS TO,CONCERNING OR
WITH RESPECT TO (A)THE NATURE,QUALITY OR CONDITION OP THE
PROPERTY,INCLUDING,WITHOUT LIMITATION,THE WATER,SOIL AND
GEOLOGY,(B)THE INCOME TO BE DERIVED FROM THE PROPERTY,
(C)THE SUITABLTY OF THE PROPERTY FOR ANY AND ALL ACTIVITIES
AND USES WHICH BUYER MAY CONDUCT THEREON,(D)THE
COMPLIANCE OF OR BY THE PROPERTY OR ITS OPERATION WITH ANY
LAWS,RULES,ORDINANCES OR REGULATIONS OF ANY APPLICABLE
-5-
Non-Confidential Exhibit No.3
Page 11 of 105
GOVERNMENTAL AUTHORITY OR BODY INCLUDING WITHOUT
LIMITATION ZONING,CE)THE HABITABILITY,MERCHANTABILITY OR
FIThESS FOR A PARTICULAR PURPOSE OF THE PROPERTY,OR fF)ANY
OTHER MATTER WITH RESPECT TO THE PROPERTY,AND SPECIFICALLY
DTS CLAIMS ANY REPRESENTATIONS EXCEPT TO TIlE EXTENT
EXPRESSLY SET FORTH HEREIN OR IN ANY CONVEYANCE DOCUMENTS
OR CERTIFICATIONS REGARDING TERMITES OR WASTEs,AS DEFINED
BY THE U.S.ENVIRONMENTAL PROTECTION AGENCY REGULATIONS AT
40 C.F.R.,OR ANY HAZARDOUS SUBSTANCE,AS DEFINED BY THE
COMPREHEN$WE ENVIRONMENTAL RESPONSE COMPENSATION AND
LIABILITY ACT OF 1980 (“CFRCLA”),AS AMENDED,AND REGULATIONS
PROMULGATED THEREUNDER.TO THE FULLEST EXTENT PERMITTED
BY LAW,BUYER (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY,
THROUGH OR UNDER BUYER)HEREBY WAIVE,RELEASE AND AGREE
NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR
CLAIM FOR CONTRIBUTION OR OTHER ACTION OR CLAIM AGAINST
SELLER OR SELLER’S AFFILIATES BASED ON (A)ANY FEDERAL,STATE,
OR LOCAL ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR
REGULATION,INCLUDING CERCLA OR ANY STATE EQUIVALENT,OR
ANY SIMILAR LAW NOW EXISTING OR HEREAFTER ENACTED,(B)ANY
DISCHARGE,DISPOSAL,RELEASE,OR ESCAPE OF ANY CHEMICAL,OR
ANY MATERIAL WHATSOEVER,ON,AT,TO,OR FROM THE PROPERTY,
OR (C)ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON,UNDER,
OR IN THE VICINITY OF THE PROPERTY,EXCEPT FOR CLAIMS BASED
UPON A BREACH OF ANY REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR
CERTIFICATIONS.WITHOUT LIMITATION UPON BUYER’S RIGHT TO
RELY ON TIlE EXPRESS REPRESENTATIONS AND WARRANTIES
CONTAINED HEREIN OR IN ANY CONVEYANCE DOCUMENTS OR
CERTiFICATIONS,BUYER REPRESENTS TO SELLER THAT BUYER HAS
CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY,INCLUDiNG,
BUT NOT LIMITED TO,THE PHYSICAL AND ENVIRONMENTAL
CONDITIONS THEREOF,AS BUYER DEEMS NECESSARY OR DESIRABLE
TO SATISFY ITSELF AS TO THE CONDITION OF THE PROPERTY AND THE
EXISTENCE OR NONEXISTENCE OR CURATIVE ACTION TO BE TAKEN
WITH RESPECT TO ANY HAZARDOUS OR TOXIC SUBSTANCES ON OR
DISCHARGED FROM THE PROPERTY,AND WILL RELY SOLELY UPON
SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON
BEHALF OF SELLER OR ITS AGENTS,REPRESENTATIVES OR EMPLOYEES
WITH RESPECT ThERETO.UPON CLOSING,BUYER (AND ANY ENTITY
AFFILIATED WITH OR CLAIMING BY,THROUGH OR UNDER BUYER)
SHALL ASSUME THE RISK THAT ADVERSE MATTERS AND ADVERSE
PHYSICAL AND ENVIRONMENTAL CONDITIONS,MAY NOT HAVE BEEN
REVEALED BY BUYER’S INVESTIGATIONS,AND BUYER (AND ANY
ENTITY AFFILIATED WITH OR CLAIMING BY,THROUGH OR UNDER
BUYER),UPON CLOSING,SHALL BE DEEMED TO HAVE WAIVED,
RELINQUISHED AND RELEASED SELLER (AND SELLER’S AFFILIATES)
Non-Confidential Exhibit No.3
Page 12 of 105
FROM AND AGAINST ANY AND ALL CLAIMS,DEMANDS,CAUSES OF
ACTION (INCLUDING CAUSES OF ACTION IN TORT).LOSSES,DAMAGES,
LIABILITiES,COSTS AND EXPENSES (INCLUDING ATTORNEYS’FEES)OF
ANY AND EVERY KiND OR CHARACTER,KNOWN OR UNKNOWN,
FORESEEN OR UNFORESEEN,WHICH BUYER MIGHT HAVE ASSERTED OR
ALLEGED AGAINST SELLER (AND SELLER’S AFFJLIATES)AT ANY TiME
BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION DEFECTS,ERRORS OR OMISSIONS IN DESIGN OR
CONSTRUCTION,OR PHYSICAL CONDITIONS,VIOLATIONS Of ANY
APPLICABLE LAWS AND ANY AND ALL OTHER ACTS,OMISSIONS,
LIABILITIES EVENTS,CIRCUMSTANCES OR MATTERS REGARDING THE
PROPERTY,EXCEPT FOR BREACHES BY SELLER OF THE EXPRESS
PROVISIONS OF THIS AGREEMENT OR ANY CONVEYANCE DOCUMENTS
OR CERTIFICATIONS.THE PROVISIONS OF THIS SECTION 2.10.2 SHALL
SURVIVE THE CLOSING AND ANY TERMINATION OF THIS AGREEMENT.
2.11 Certain Excluded Property.Buyer acknowledges that Seller has or is partitioning
certain real property,a portion ofwhich comprises the Real Property and a portion ofwhich
constitutes Excluded Property (as set forth in Exhibit C)(“Partitioned Property”).As such,
Seller shall retain ownership of such Excluded Property and the assets situated thereon,including
without limitation the substation,powerllnes and related equipment/improvements.Buyer agrees
that it will not object to the partitioning and permitting of the Partitioned Property.
2.12 Updated Exhibits.At any time prior to the date that occurs fifteen (15)business days
before the Closing,Seller may revise and update the disclosures set forth in the exhibits to this
Agreement by providing a written certificate (each,an “Update Certificate”)to Buyer setting
forth such updated information.At Closing,the exhibits shall be deemed modified by all such
Update Certificates,If such Update Certificate discloses a condition that materially alters the
value of the Development Assets1 Buyer will have five (5)business days to notify Seller in
writing of its election to request an equitable adjustment to the Purchase Price.Ifthe Parties
cannot mutually agree upon an equitable adjustment within five (5)business days following
Seller’s receipt of such notice,Buyer may elect to proceed to Closing without such adjustment
or,as Buyer’s sole remedy,Buyer shall be entitled to terminate this Agreement.IfBuyer does
not send Seller notice of its election to terminate on or before the date that occurs two (2)days
prior to the Closing,Buyer shall be deemed to have waived Buyer’s right to terminate under this
Section 2.12.
Price to Real Property.
‘f the Purchase Price shall be allocated to the Real Property.
ARTICLE 3.
CONDITIONS PRECEDENT TO SELLER’S OBLIGATIONS
Seller’s obligation to seLl the Development Assets and perform its obligations under Article 2 is
subject to the fulfillment,prior to or at Closing,of each ofthe following conditions unless
waived in writing by Seller on or prior to the Closing:
3.1 Deliverables.Buyer shall deliver or shall cause to be delivered to Seller,the following:
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3.1.1 Original counterparts to the each of the instruments ofassignment and transfer
necessary to consummate the transactions under Article 2,including a quitclaim deed
and bill ofsale substantially in such forms as are set forth in Exhibit I,each such
counterpart being properly executed by an authorized represeiitative of Buyer,and
such other instruments of assignment and assumption as Seller and its cotinsel may
reasonably request.
3.1.2 ThePurchasePrice.
3.1.3 The Powerline Easements and Access Easement.
3.1.4 A letter agreement signed by an authorized representative of
substantially in the form ofExhibit L.
3.1.5 A certificate executed by the appropriate representative of Buyer,certifying as of the
Closing Date:(a)a true and correct copy ofthe action ofBuyer authorizing the
execution,delivery and performance of this Agreement and the related documents to
be executed by it,and the consummation ofthe transactions contemplated hereby and
thereby;(b)a trim and correct copy of Buyer’s charter documents;and (c)
incumbency matters.
3.1.6 All other documents which are reasonably necessary to consummate the transactions
contemplated hereby or reasonably necessary to demonstrate or evidence the delivery
of the items,required to be delivered under this Agreement.
3.2 Representations,Warranties,and Covenants of Buyer.All representations and
warranties made in this Agreement by Buyer shall be true and correct in all material respects as
of the Closing Date as fully as though such representations and warranties had been made on and
as of the Closing Date,except for representations and warranties specifically referring to another
date,and except as modified by revised Schedules hereto,dated the Closing Date;and as ofthe
Closing Date,Buyer shall have compiled in all material respects with all covenants made by it in
this Agreement.
3.3 Necessary Regulatory Approvals.Mi Necessary Regulatory Approvals shall have been
obtained and be in effect at the Closing Date,all on terms acceptable to Seller,in its sole
discretion.Seller shall use Commercially Reasonable Efforts to obtain the Necessary Regulatory
Approvals and shall in good-faith support any filings before regulatory agencies.
3.4 Third Party Consents.Seller shall have obtained (a)the release of the Development
Assets from any applicable existing mortgages or deeds of trust,and (b)the legally required
consents ofthird parties,including government agencies,in form and substance reasonably
satisfactory to Buyer and reasonably necessary for the sale of the Development Assets as
contemplated by this Agreement.Any conditions of any third party consent agreed to by Seller
that reasonably could affect Buyer shall be disclosed in a revised version of Exhibit H prior to
Closing.
3.5 LitIgation.At the Closing Date,there shall not be in effect any order,decree,or
injunction of a court ofcompetent jurisdiction restraining,enjoining,or prohibiting the
consummation of the transactions contemplated by this Agreement (each Party agrees to use
Commercially Reasonable Efforts,including appeals to higher courts,to have any such order,
decree or injunction set aside or lifted),and no action shall have been taken,and no statute,rule
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Page 14 of 105
or regulations shall have been enacted or be in effect,by any state or federal government OT
governmental agency in the United States that would prevent,prohibit,restrict or limit the
consummation of such transactions.
ARTICLE 4.
CONDITIONS PRECEDENT TO BUYER’S OBLIGATIONS
Buyer’s obligation to purchase the Development Assets,assume the Assumed Liabilities and
otherwise perform its obligations under Article 2 is subject to the fulfillment,prior to or at
Closing,ofeach of the following conditions unless waived in writing by Buyer at or prior to the
Closing:
4.1 Deliverables.Seller shall deliver or shall cause to be delivered to BuyeT,the following:
4.1.1 Original counterparts to the each of the instruments ofassignment and transfer
necessary to consummate the transactions under Article 2,including a quitclaim deed
and bill of sale substantially in the forms as are set forth in Exhibit I,each such
counterpart being properly executed by an authorized representative of Seller,and
such other instruments ofassignment and assumption as Buyer and its counsel may
reasonably request.
4.12 The Powerline Easements and the Access Easement
4.1.3 A certificate executed by the appropriate representative of Seller,certifying as of the
Closing Date:a)that the execution,delivery and performance ofthis Agreement and
the consummation of the transactions contemplated hereby and thereby are duly
authorized by Buyer,and (b)incumbency matters.
4.1.4 An affidavit from Seller,stating,under penalty ofpeijuiy,Seller’s United States
taxpayer identification number and that Seller is not a foreign person,pursuant to
section 1445(b)(2)of the Internal Revenue Code of 1926 and Treasury Regulation
1.1445-2(b12)fiii)(B)(or any similar provision of state or other Tax Law).
4.1.5 Documents which are reasonably necessary to evidence the release of Seller’s
mortgage on the Development Assets.
4.1.6 All other documents which are reasonably necessary to consummate the transactions
contemplated hereby or reasonably necessary to demonstrate or evidence the delivery
of the items,required to be delivered under this Agreement
4.2 Representations,Warranties,and Covenants of Seller.All representations and
warranties made in this Agreement by Seller shall be true and correct in all material respects as
of the Closing Date as fully as though such representations and warranties had been made on and
as of the Closing Date,except for representations and warranties specifically referring to another
date,and except as modified by revised Schedules hereto,dated the Closing Date;and as ofthe
Closing Date,Seller shall have complied in all material respects with all covenants made by it in
this Agreement.ANY INFORMATION,REPORTS,STATEMENTS,DOCUMENTS OR
RECORDS (COLLECTIVELY,THE “DISCLOSURES”)PROVIDED OR MADE TO BUYER
OR ITS CONSTITUENTS BY SELLER OR ANY OF SELLER’S AFFILIATES OR
REPRESENTATIVES CONCERNTNG THE CONDITION OF THE DEVELOPMENT
ASSETS ARE NOT REPRESENTATIONS OR WARRANTIES OF SELLER EXCEPT TO
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Non-Confidential Exhibit No.3
Page 15 of 105
THE EXTENT EXPRESSLY SET FORTH HERETN OR IN ANY CONVEYANCE
DOCUMENTS OR CERTIFICATTONS.BUYER SHALL NOT RELY ON SUCH
DISCLOSURES,BUT RATHER,BUYER SHALL RELY ONLY ON iTS OWN INSPECTION
OF THE DEVELOPMENT ASSETS AND THE REPRESENTATIONS AND WARRANTIES
SET FORTH HEREIN AND TN ANY CONVEYANCE DOCUMENT OR CERTIFICATION.
4.3 Necessary Regulatory Approvals.Mi Necessary Regulatory Approvals shall have been
obtained and be in effect at the Closing Date,all on terms that do not have a material adverse
effect on Buyer’s operations or financial condition.Buyer shall use Commercially Reasonable
Efforts to assist Seller to obtain the Necessary Regulatory Approvals and shall in good-faith
support any filings before regulatory agencies.
4.4 Third Party Consents.Buyer shall have obtained any legally required consents ofthird
parties,including government agencies,in form and substance satisfactory to Seller in its sole
discretion,necessary for consummation ofthe transactions contemplated by this Agreement,
provided that if requested by Seller,Buyer shall countersign such consents to evidence Buyer’s
assumption ofthe Assumed Liabilities.
4.5 Litigation.At the Closing Date,there shall not be in effect any order,decree,or
injunction of a court of competent jurisdiction restraining,enjoining,or prohibiting the
consummation ofthe transactions contemplated by this Agreement (each Party agreeing to use
Commercially Reasonable Efforts,including appeals to higher courts,to have any such order,
decree or injunction set aside or lifted),and no action shall have been taken,and no statute,rule
or regulations shall have been enacted or be in effect,by any state or federal government or
governmental agency in the United States that would prevent,prohibit,restrict or limit the
consummation of suchtransactions.
4.6 Title Insurance.Title Company shall issue a standard policy oftitle insurance (or a
commitment to issue the same)at Seller’s expense that (1)is in form and substance and contains
such requirements,modifications and endorsements as Buyer may reasonably approve,(ii)
provides coverage in the amount allocated to the Real Property pursuant to Section 2.12,(iii)
insures (or commits to insure,as applicable)that Buyer is the owner of fee title to the portion of
the Real Property,(v)names Buyer as the insured,(vi)is issued as of the date ofClosing by Title
Company,and (vii)shows as exceptions only the Permitted Liens.
ARTICLE 5.
REPRESENTATIONS AND WARRANTIES OF SELLER
Seller represents and warrants the following to be true at the time of Closing:
5.1 Organization and Powers of Seller.Seller is an Oregon corporation,duly organized
and validly existing under the laws of the State of Oregon,and is duly qualified to do business in
Interconnection Agreement.Seller shall have delivered a standard small generator
----I I i II ••I ---:ercoi
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Non-Confidential Exhibit No.3
Page 76 of 105
the State of Idaho.Seller has all requisite power and authority to own and operate the
Development Assets and to carry on its business as now conducted.
52 Authority Relative to Agreement;Governmental Authorization.Seller has the
corporate power and authority to execute and deliver this Agreement and,subject to obtaining
the Necessary Regulatory Approvals,Seller has the authority to consummate the transactions
contemplated by this Agreement,and this Agreement has been duly and validly authorized and
constitutes the valid and binding obligation of Seller,enforceable in accordance with its terms,
except as such enforcement may be limited by applicable bankruptcy,insolvency,reorganization,
moratorium,or similar laws affecting the enforcement of creditors’rights generally and except
that the availability of the equitable remedies of specific performance and injunctive relief are
subject to the discretion of the court before which any proceeding may be brought
53 Non-Contravention;Approvals.Except for the Necessary Regulatory Approvals and
the consents and approvals required wider the terms of contracts,permits,authorizations,
easements,and rights of way included in the Development Assets,the execution and delivery of
this Agreement and the consummation of the transactions contemplated by this Agreement will
not violate,conflict with,result in a breach of any provision of or constitute a default under,or
result in the termination of any note,bond,mortgage,deed of trust,contract,lease,or other
instrument,obligation or agreement of any kind to which Seller is now a party or by which any
of its assets may be bound or affected,or any of the charter documents of Seller.
5.4 Title to the Development Assets;Claims,Liens,Assignment.Except with respect to
the Permitted Liens,to the best of Seller’s knowledge:(a)the Development Assets are not
subject to any claims of abandonment,forfeiture or adverse possession (except to the extent of
any such claims by Seller or as may be set forth in Exhibit G);(b)the Development Assets are
free from any liens,fees,charges or unpaid taxes;and (c)no part oî the Development Assets has
been transferred or assigned to any third person..
5.5 Contracts and Commitments.To the best of Seller’s knowledge,except for the
Contractual Obligations identified on Exhibit E and except for those not primarily related to the
Development Assets,Seller is not a party to or bound by any oral or written:(a)express contract
for personal services or employment that is not terminable,without liability or expense,by Seller
on notice of ninety (90)days or less;(b)contract or commithient for Development capital
expenditures in excess of ten thousand dollars ($10,000)total cost;or (c)contract,agreement,or
obligation that is material to the business or operation ofthe Development.
5.6 Permits,Licenses,and Certificates.To the best of its knowledge,Seller has all
material permits,licenses,certificates,and other governmental authorizations currently required
for Seller to own the Development Assets and to operate the Development Assets as presently
operated,and,assuming ongoing proper action by the other party thereto or the issuer thereof,all
such permits,licenses,tariffs,franchises,certificates,and governmental authorizations are valid
and in effect.
5.7 Tax Matters.Subject to Section 2.7 of this Agreement,Seller has duly filed with the
appropriate governmental agencies all material tax returns and tax reports due and required to be
filed by Seller with respect to the Development Assets,and will have paid or provided for the
payment of all such taxes due and payable through the date of Closing.
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Non-Confidential Exhibit No.3
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5.8 Compliance with Laws.To the best of Seller’s knowledge,except as set forth in
Exhibit F,Seller’s ownership of the Development Assets has been and is in material complIance
with all applicable laws,rules,orders,regulations or restrictions applicable to Seller,except;
(a)any past noncompliance that has been cured;and (b)noncompliance that does not materially
interfere with the ownership and use of the Development Assets.Except as set forth in
Exhibit F,Seller has received no notice of violation or notice of noncompliance relating to the
Development with respect to any law,regulation,or governmental restriction applicable to the
Development.
5.9 Legal Proceedings.To the best of Seller’s knowledge there are no material claims,
actions,suits,inquiries,investigations,or proceedings,pending or threatened,relating to the
Development or to the operation of the Development Assets,before any federal,state,or local
court or other governmental or regulatory body,or any arbitrator,United States or foreign.
5.10 No Brokers.Seller has not employed any broker or finder in connection with the
transactions contemplated by this Agreement,and it has taken no action that would give rise to a
valid claim against any Party for a brokerage commission,finder’s fee,or other like payment by
Buyer.
5.11 Known Defects.Except for those listed in Exhibit G,Seller knows of no defect with
respect to Seller’s operation ofthe Development Assets or any environmental condition,latent or
otherwise that causes Seller to be in violation ofany Applicable Laws.
ARTICLE 6.
REPRESENTATIONS AND WARRANTIES OF BUYER
Buyer represents and warrants the following to be true at the time of Closing:
6.1 OrganizatIon and Powers of Buyer.Buyer is a limited liability company,duly
organized and validly existing under the laws of the State of Idaho,and is duly qualified to do
business in the State of Idaho.Buyer has all requisite power and authority to purchase,own and
operate the Development Assets,and to pay the Purchase Price according to the terms of this
Agreement
6.2 Authority;Governmental Authorfraflon and Approvals.Buyer has the requisite
power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated by this Agreement.This Agreement has been duly executed and delivered by
Buyer and constitutes the valid and binding obligation of Buyer enforceable in accordance with
its terms,except as enforcement may be limited by applicable bankruptcy,insolvency.
reorganization,moratorium,or similar laws affecting the enforcement of creditors’rights
generally.No declaration,filing,or registration with,or notice to,or authorization,consent or
approval of any governmental or regulatory body or authority,or other third party,is necessary
for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the
transactions contemplated by this Agreement.
6.3 Non-Contravention.The execution and delivery of this Agreement and the
consummation of the transactions contemplated by this Agreement will not violate,conflict with
or result in a breach of any provision of,or constitute a default under,or result in the termination
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of any note,bond,mortgage,indenture,deed of trust,contract,lease or other instrument,
obligation or agreement of any kind to which Buyer is now a party or by which any of its assets
may be bound or affected,or any charter documents of Buyer.
6.4 No Brokers.Buyer has not employed any broker or finder in connection with the
transactions contemplated by this Agreement,and it has taken no action that would give rise to a
valid claim against any ?arty for a brokerage commission,finder’s fee,or other like payment by
Seller.
ARTICLE 7.
COVENANTS OF SELLER
7.1 Conduct of Business.Between the Effective Date of this Agreement and Closing,Seller
shall continue to operate the Development in accordance with its practice during the preceding
five (5)year period and shall perform any and all maintenance on the Development,including
any work described in Section 7.5,in accordance with Prudent Electrical Utility Practices.
7.2 Indemnification by Seller.
7.2J From and after the Closing Date,Seller shall indemnify and hold harmless Buyer,its
officers,directors,employees,affiliated corporations,representatives,agents,
contractors and insurers and their respective successors and assigns from and against
any and all claims,demands,suits,losses,costs and damages including reasonable
attorneys’fees and/ar litigation expenses arising from,based upon,attributable to or
resulting from:(I)any material inaccuracy in any representation or warranty made by
Seller contained in this Agreement or (II)any material breach of any covenant of
Seller under this Agreement.
7.22 Buyer shall promptly provide notice to Seller when it becomes aware of any claim
arising under the foregoing indemnification provision,including details relating to the
claim,estimated costs,and involved parties.Seller may contest and defend in good
faith any claim of a third party covered by the foregoing indemnification provision,
provided such contest is made without cost or prejudice to Buyer,and provided that
within ten (10)business days of the Seller’s receipt of notice ofthe claim,Seller
notifies Buyer of Seller’s desire to defend and contest the claim.Buyer shall
reasonably cooperate with Seller in Seller’s investigation and response to any third
party claim,if Seller does not notify Buyer of its desire to contest the claim,Seller
shall reimburse Buyer upon submission of an invoice or other appropriate demand for
any payment actually made by Buyer with respect to any claim to which the
foregoing indemnity relates.
7.3 General Pre-Closing Obligations.Until Closing,and subject to the terms of thIs
Agreement,Seller shall use Commercially Reasonable Efforts to effectuate the transactions
contemplated by this Agreement and shall perform such acts reasonably required to carry out
Seller’s obligations under this Agreement and to consummate and complete this Agreemcnt,
including,without limitation of the foregoing,promptly making application for Necessary
Regulatory Approvals.
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7.4 Preserve Relationships.Seller will use Commercially Reasonable Efforts to maintain
business relationships with entities that provide services and materials to the Development until
Closing,except for changes made in the ordinary course ofbusiness.
7.5 Maintain Properties.Subject to Section 7.2,Seller shall maintain the Development
Assets substantially in the same condition from the date of this Agreement until Closing,except
for obsolescence,ordinary wear and tear,and damage due to casualty.
7.6 Notification.Seller will give Buyer prompt notice of any event or condition of any kind
learned by Seller between the Effective Date of this Agreement and the Closing Date pertaining
to and adversely affecting the Development Assets,excepting events or conditions affecting the
hydroelectric business generally.
7.7 Delivery of Physical Records.Upon request by Buyer at or after the Closing Date,
Seller will tender to Buyer copies of all relevant Development records.Such records and flIes
shall be delivered at the location in Idaho where such records and files are stored by Seller.Seller
will retain such property records and contracts files not retrieved by Buyer for a period of one
year after Closing;providea’however,that Seller may,at any time after the Closing,notify
Buyer of its intent to destroy or dispose ofreal properLy records and contracts files that Seller has
retained (a “Destruction Notice”).If Buyer has not requested delivery of,and taken delivery of,
records and files specified in the Destruction Notice within sixty (60)days after the effective
date of such Destruction Notice,Seller shall thereafter have no obligation to retain such records
and flIes and may destroy them.
7.8 Response to Requests.Seller shall not unreasonably withhold its consent to actions by
Buyer which require Seller’s consent,and shall in any event respond to Buyer’s requests for
consents within ten (10)days of receipt of such requests.
7.9 DecommIssioning of Interconnect Facilities.As soon as reasonably practical before or
after Closing,Seller shall decommission the existing interconnect between the Development and
Seller’s adjacent substation.If such decommissioning activities occur following Closing,Buyer
shall grant Seller reasonable access to the Real Property for such purpose.Title to such
equipment shall remain with Seller except as otherwise agreed by the Parties.
ARTiCLES.
COVENANTS OF BUYER
8.1 Transfer of Operation.Buyer shall cooperate with Seller to transfer operation of the
Development as provided in Section 9.
8.2 Indemnification by Buyer.
8.2.1 from and after the Closing Date,Buyer shall indemnify and hold harmless Seller,its
officers,directors,employees,affiliated corporations,representatives,agents,
contractors,and insurers,and their respective successors and assigns,from and
against any and all third party claims,demands,suits,losses,costs and damages of
including reasonable attorneys’fees and/or litigation expenses arising from,based
upon,attributable to or resulting from:(1)any material inaccuracy in any
representation or warranty made by Buyer contained in this Agreement (ii)any
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Non-Confidential Exhibit No.3
Page200f 105
material breach of any covenant of Buyer under this Agreement;(lii)any Assumed
Liability;and (iv)Buyer’s ownership and operation of the Development on and after
the Closing Date,including without limitation third party claims asserting personal
injury,death or damage to property and any claims associated with the Real Property
or any stmctures remaining on the Real Property.
8.2.2 Seller shall promptly provide notice to Buyer when it becomes aware of any claim
arising under the foregoing indemnification provision,including details relating to the
claim,estimated costs,and involved parties.Buyer may contest and defrnd in good
faith any claim of a third party covered by the foregoing indenmification provision,
provided such contest is made without cost or prejudice to Seller,and provided that
within ten (10)business days of the Buyer’s receipt ofnotice ofthe claim,Buyer
notifies Seller of Buyer’s desire to defend and contest the claim.Seller shall
reasonably cooperate with Buyer in Buyer’s investigation and response to any such
claim.If Buyer does not notify Seller of its desire to contest the claim,Buyer shall
reimburse Seller upon submission of an invoice or other appropriate demand for any
payment actually made by Seller with respect to any such claim to which the
foregoing indemnity relates.
8.3 General Pro-Closing Obligations.Subject to the terms of this Agreement,Buyer shall
use Commercially Reasonable Efforts to effectuate the transactions contemplated by this
Agreement,inc]uding without limitation securing transaction funding and acquiring all
Necessary Regulatory Approvals (other than those required by law to be obtained by Seller),and
shall perform such acts reasonably required to carry out Buyer’s obligations under this
Agreement and to consummate and complete this Agreement
8.4 Response to Requests.Buyer shall not unreasonably withhold its consent to actions by
Seller which require Buyer’s consent,and shall in any event respond to Seller’s requests for
consents within ten (10)days ofreceipt of such requests.
8.5 Covenant Regarding Retail Service.On and after Closing,Seller shall supply all retail
electric services needs associated with the Development pursuant to then-current rates as
approved by the Idaho Public Utilities Commission.Buyer covenants and agrees that it will
separate all electrical loads associated with the Development so that such electrical loads can be
served directly via facilities of Seller near the Development.Buyer further covenants and agrees
that it is will not draw electrical load associated with the Development from its point of generator
interconnection with any electrical facilities other than those owned by Seller.
ARTICLE 9.
CLOSiNG
9.1 Time and Place.The Closing shall take place on or before Iuly 31,2013,or such other
date that is agreed to by the Parties;provided that either Party may request that the other Party
consent to extend such date for a reasonable period of time,and such consent may not be
unreasonably withheld fin the case of delays with respect to Necessary Regulatory Approvals or
otherwise).The Closing shall be held at the office of the Escrow Agent,or at such other place as
the Parties may mutually agree.At least thirty (30)days prior to the Closing Date,each Party
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shall send the other Party written con1miation that it will be willing and able to perform all of its
Closing obligations on the Closing Date.
9.2 Actions at Closing.At the Closing,the following events shail occur,each being
declared to have occurred simultaneously with the other:
9.2.1 All documents to be recorded and funds to be delivered hereunder shall be
delivered to the Escrow Agent in escrow,to hold,deliver,record and
disburse in accordance with supplemental escrow instructions,the form and
content of which shall be agreed to by the Parties prior to Closing.
9.2.2 At the Closing or sooner as otherwise stated in the escrow instructions,the
following shall occur:
(I)Seller shall deliver or cause to be delivered in accordance with the
escrow instructions the deliverables described in Section 4.1;
(ii)Buyer shall deliver or cause to be delivered in accordance with the
escrow instructions the deliverables described in Section 3.1;and
(ill)Buyer and Seller shall each deliver to the other,two executed
copies of the statement of settlement setting forth all prorations,
credits provided hi this Agreement,disbursements of the Purchase
Price and expenses of the Closing.
9.2.3 Buyer and Seller shall share equaliy any Closing or escrow charges of the
Escrow Agent
9.3 Failure of Conditions Precedent;Waiver.If the transactions contemplated by this
Agreement will fail to close due to the failure of any condition precedent set forth in this
Agreement,the Party benefiting from such condition precedent may waive the requirement of
compliance with such condition and consummate the transactions contemplated hereby without
any adjustment to the Purchase Price.
9.4 Further Assurances.From time to time after Closing,each Party,upon the request of
the other Party,shall without further consideration execute,deliver,and acknowledge all such
further instruments of transfer and conveyance and perform all such other acts as either Party
may reasonably require to more effectively carry out the intent of this Agreement.
ARTICLE 10.
SURVIVAL OF WARIANTIES,REPRESENTATIONS,AND COVENANTS
10.1 SurvivaL.Sections 2.?,2.8,2.9,2.10,7.1,7.2,7.3,7.7,7.8,7.9,7.10,8.l 82,8.3,8.4,
8.5,8.6,9.4,10,12,13 and 14 ofthis Agreement contemplate performance of one or both Parties
after Closing and therefore shall survive Closing.
10.2 Time for Bringing Action.Any claim that a Party breached a representation,warranty,
covenant or other obligation under this Agreement,and all claims for indemnification under
Sections 7.2 and 8.2,must be brought in the appropriate court within the shorter of the applicable
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statute of limitations or one (1)year of the Closing Date or be forever barred Any claim arising
hereunder shall not be extinguished by delivery of deeds (or any other article of conveyance)at
Closing.
ARTICLE 11.
TERM11ATION
11.1 Termination.This Agreement may be terminated and abandoned at any time prior to the
Closing Date if:
11.1.1 The Parties agree in writing to terminate this Agreement by mutual consent;or
11.1.2 Seller delivers a written notice to Buyer to the effect that one or more of the
conditions (which shall be specified in detail in such notice)to the obligations of
Seller set forth in Section 3 has not been met by December 31,2013,or is otherwise
impossible to satisfy;
11,1.3 Buyer delivers a written notice to Seller to the effect that one or more ofthe
conditions (which shall be specified in detail in such notice)to the obligations of
Buyer set forth in Section 4 has not been met by December31,2013,or is otherwise
impossible to satis1’;
11.1.4 Seller has breached any warranty in Section 5 or has defaulted in a material respect
under one or more ofits covenants contained in Section 7 (which shall be specified in
detail in such notice),and such breach ofwarranty or such default has not been
remedied (or waived by Buyer)within thirty (30)days after the date such notice is
delivered by Buyer to Seller;
11.1.5 Buyer has breached a warranty in Section Cor has defaulted in a material respect
under one or more of its covenants contained in Section 2 (which shall be specified in
detail in such notice),and such breach ofwarranty or such default has not been
remedied (or waived by Seller)within thirty (30)days after the date such notice is
delivered by Seller to Buyer;or
11.1.6 Any court of competentjurisdiction in the United States or any state shall have issued
an order,judgment,or decree (other than a temporary restraining order)restraining,
enjoining,or otherwise prohibiting the purchase of the Development Assets from
Seller by Buyer and such order,judgment,or decree shall have become final and
nonappealable;or
11.2 Effect of Termination.Any termination pursuant to this Section 12 shall:relieve both
the Parties of all of their obligations set forth in this Agreement;constitute a failure of the
conditions to the obligations of the Parties to implement this Agreement,and relieve any Party
from liability for any breach of this Agreement;providea however,that the Party asserting
termination under Section 11.1.4 or 11.1.5 shall be entitled to recovery of all out-of-pocket costs
incurred after execution of this Agreement,including legal fees,consulting fees,and contractor
fees.
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ARTICLE 12.
LIMITATION OF LIABILITY
NEITHER PARTY SHALL BE LIABLE FOR ANY LOST OR PROSPECTIVE PROFITS
AND N NO EVENT SHALL EiTHER PARTY BE LIABLE FOR ANY OTHER SPECIAL,
PUNITIVE,EXEMPLARY,CONSEQUENTIAL,INCIDENTAL OR INDIRECT LOSSES OR
DAMAGES (IN TORT,CONTRACT OR OTHERWISE)UNDER OR N RESPECT OF TillS
AGREEMENT OR FOR ANY FAILURE OF PERFORMANCE RELATED HERETO,
HOWSOEVER CAUSED.
NIETHER PARTY’S LIABILITY FOR ANY CLAIM WHETHER IN INDEMNITY,
CONTRACT,WARRANTY,TORT,NEGLIGENCE,STRICT LIABILITY OR OThERWISE
FOR ANY LOSS OR DAMAGE ARISING OUT OF,CONNECTED WITH OR RESULTING
FROM THIS AGREEM:ENT,OR TilE PERFORMANCE OR BREACH THEREOF,OR
FROM THE PURCHASE OR OPERATION OF THE PROJECT,SHALL N NO CASE
EXCEED
THE FOREGOING LIMITS OF LIABILITY SHALL NOT APPLY TO THE EXTENT SUCH
LIABILITIES (I)ARE COVERED BY INSURANCE PROCEEDS;(Ii)ARISE FROM
BREACHES OF CONFIDENTIALITY OBLIGATIONS;(Ill)ARISE FROM BUYER’S
INDEMNITY OBLIGATIONS SET FORTH IN CLAUSES (Ill)OR (TV)OF SECTION 8.2.1;
OR (IV)RESULT FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
ARTICLE 13.
CONFIDENTIALITY
Each Party shall maintain in the strictest confidence for the benefit of the other Party all the
terms and conditions of this Agreement and all confidential information of each disclosing Party
in accordance with that certain non-disclosure agreement executed by the Parties effective as of
March 12,2012,which such agreement is hereby incorporated herein by reference.
ARTICLE 14.
MISCELLANEOUS
14.1 Assignment.Neither Party may assign its rights under this Agreement to any third party
without the written consent of the other Party;provided,however,that Seller shall have the right
to assign this Agreement to an exchange accommodator as required to enable Seller to acquire
replacement property pursuant to a tax-deferred exchange under Section 1031 of the Internal
Revenue Code of 1926,as amended.Any assignment in breach ofthis provision shall be void.
14.2 No Discharge.No assignment of this Agreement shall operate to discharge the assignor
of any duty or obligation under this Agreement without the written consent of the other Party.
14.3 Allocation.Except as expressly provided for herein including the provisions of Section
2.13.the Purchase Price shall be allocated among the Development Assets in such manner as
may be agreed upon by Seller and Buyer in accordance with Section 1060 of the Internal
Revenue Code of 1986,as amended,and the reguiaUons promulgated thereunder;provided,
however,that if Seller and Buyer cannot agree upon such allocation,such allocation shall be as
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reasonably established by Seller.Neither Seller nor Buyer will take any action that would be
inconsistent with the allocation as so established.
14.4 Tax-Free Exchange.Buyer will cooperate with Seller if Seller elects to sell the
Development Assets as part of a like-kind exchange (or exchanges)in accordance with
Section 1031 of the Jnternal Revenue Code of 1986,as amended,and the regulations
promulgated thereunder;providea however,that Seller shall hold Buyer harmless from any cost
or liability arising out of any such exchange(s).
14.5 Post-Closing Access.Buyer shall allow Seller reasonable access to the Development
Assets after the Closing Date to enable Seller to retrieve the Excluded Property,for the purpose
of enforcing Seller’s rights set forth in Section 2.9,for the purposes contemplated by the
Powerline Easements and for the purposes contemplated in Section 8.6.
14.6 Termination of Use of Name and Logo.The Development Assets do not include the
right ofBuyer to use names,logos,tradenames and/or trademarks of Seller or its divisions and/or
affiliates.As soon as practicable after Closing,but in any event within ninety (90)days of the
Closing Date,Buyer shall remove the names,logos,tradenames and/or trademarks of Seller and
its divisions and afflhiate5 from all ofthe Development Assets.
14.7 No Reliance.Buyer acknowledges and agrees that neither this Agreement nor any other
agreement between Buyer and Seller creates an obligation of Seller to operate Seller’s upstream
Ashton development in any particular manner or way that maintains river levels,and Seller does
not warrant that the Development does not have or will not have an adverse effect on the
environment or any given environmental species now or in the future.
14.8 Public Announcements.Buyer shall not issue any public announcement or other
statement with respect to this Agreement or the transactions contemplated hereby without the
prior written consent of $eller which may be withheld or delayed in Seller’s sole discretion,
unless required by applicable law or order of a court of competent jurisdiction.
14.9 Tune of the Essence.Time is of the essence of this Agreement and each provision
hereof.
14.10 Amendment.This Agreement may be amended only by an instrument in writing
executed by the Parties that expressly refers to this Agreement and states that it is an amendment
of this Agreement
14.11 Section Headings.The section headings contained in this Agreement are for reference
only and shall not in any way affect the meaning or interpretation of this Agreement.
14.12 Waiver.Any of the terms or conditions of this Agreement may be waived at any time
and from time to time,in writing,by the Party entitled to the benefit of such terms or conditions.
14.13 Choice of Law.This Agreement shall be subject to and be construed under the laws of
the State of Idaho applicable to contracts made and entered into in the State of Idaho.TO THE
FULLEST EXTENT PERMITTED BY LAW,EACH OF THE PARTIES HERETO WAIVES
ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF LITIGATION
DIRECTLY OR INDIRECTLY ARISING OUT OF,UNDER OR IN CONNECTION WITH
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THIS AGREEMENT.EACH PARTY FURTHER WAIVES ANY RiGHT TO
CONSOLIDATE ANY ACTION iN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED.
14.14 Notices.All notices,requests,demands,and other communications given by Buyer or
Seller shall be in writing and shall be deemed to have been duly given when delivered
personally,or three days after deposit in the mail,if sent by first class United States mail,
postage prepaid,to the following addresses:
If to Buyer,to:Ted Sorenson
St.Anthony Hydro LLC
5203$lltmE
Idaho Falls,ID 83404
With a copy to:Gayle Sorenson
St.Anthony Hydro LLC
5203 $11th B
Idaho Falls,ID 83404
Ifto Seller,to:Mark Sturtevant
Managing Director,Hydro
PacifiCorp
$25 NB Multhomah,Ste 1500
Portland,OR 97232
With a copy to:John Sample
Assistant General Counsel
PaciflCorp
225 NE Multnomah,Ste 1500
Portland,OR 97232
or to such other address as Buyer or Seller may designate in writing.
14.15 Counterparts.This Agreement may be executed in one or more counterparts,each of
which for all purposes shall be deemed to be an original and both of which shall constitute one
and the same instrument
14.16 Construction of Agreement.This Agreement is the result of amis-length negotiations
between two sophisticated parties and any ambiguities or uncertainties will not be consirued for
or against either Party,but will be construed in a manner that most accurately reflects the intent
of the Parties when this Agreement was executed.
1417 Entire Agreement.This Agreement,along with any confidentiality agreement that may
have been executed between the Parties in connection with the negotiation of this Agreement,
constitutes the entire agreement between the Parties and supersedes all prior agreements and
understandings,oral and written,between the Parties with respect to the subject matter of this
Agreement.
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IN WITNESS WHEREOF,the Parties have executed this Agreement on the dates
indicated below.
ST.ANTHONY HYDRO LLC,an idaho ?ACIFICORP,an Oregon corporation
limited liability company
By:BIRCHpRçOMPANY,Manager By:__________________
I Name;Mark Tailman
By:Title:Vice President,Renewable ResourcesName:Ted Sorenson
Title:PresidentDate:i’fi/oiz..
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IN WIThESS WHEREOF,the Parties have executed this Agreement on the dates
indicated below.
ST.ANTHONY RYDRO LLC,an Idaho PACWICORP,an Oregon corporation
limited liability company
By:BIRCH POWER COMPANY,Manager By:___________________
Name:Mark Taflman
By:Title:Vice President,Renewable Resources
Name:Ted Sorenson Date J-o-gi
Title:President
Date:_________________
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EXHIBIT A
PROPERTY INCLUDED IN SALE
Real Property:
1.Parcels 1,2,3,4,6 and 7 on which the Development is located,having the following legal
descriptions:
Parcel 1:ALL THAT PART OF LOTS 15,16,17,18,19 AND 20,BLOCK 69,LYING
SOUTH OF THE NORTH BANK OF THE EGIN CANAL,ST.ANTHONY TOWNSITE
(NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE
OFFICIAL PLAT THEREOF.
Parcel 2:BEGINNING AT THE SOUTHWEST CORNER OF LOT 15,BLOCK 70,ST.
ANTHONY TOWN$ITh (NOW CITY OF ST.ANTHONY),FREMONT COUNTY,
IDAHO,AS SHOWN ON THE OFFICIAL FLAT THEREOF,AND RUNNING THENCE
NORTH $7 FEET TO TI-lB NORTH BANK OF EG1N CANAL;THENCE
NORTHEASTERLY ALONG SAID NORTH BANK TO 1ST WEST STREET,THENCE
S.63 FEET,THENCE S.$3°44’W.100.6 fEET,THENCE 5.37 FEET,THENCE W.57
FEET TO THE POINT OF BEGINNING.
Parcel 3:ALL THAT PART Of LOTS 11,12,13 AND 14,BLOCK 70,LYING SOUTH
OP THE NORTH BANK OF THE EGIN CANAL,ST.ANTHONY TOWNSITE (NOW
CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE
OFFICIAL PLAT THEREOF.
Parce]4:THAT PORTION OF LAND LYING WEST Of TIlE CENTER OF 3RD WEST
STREET (PREVIOUSLY KNOWN AS SEVENTH STREET),ST.ANTHONY
TOWNSITE (NOW CITY OF ST.ANTHONY),fREMONT COUNTY,IDAHO,AS
SHOWN ON THE OFFICIAL PLAT THEREOF,MORE PARTICULARLY DESCRIBED
AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTER OF 3RD WEST STREET (PREVIOUSLY
KNOWN AS SEVENTH STREET)ON THE SOUTH SIDE OF THE EGThJ CANAL AND
RUNNING THENCE S.300 FEET,MORE OR LESS,TO THE NORTH BANK OF THE
NORTH FORK OF SNAKE RIVER;THENCE NORTHWESTERLY ALONG THE $A
NORTH BANK OF THE NORTH FORK OF SNAKE RIVER 275 FEET,MORE OR
LESS;THENCE NORTHEASTERLY 300 FEET,MORE OR LESS,TO THE POINT Of
BEGINNING.
Parcel 6:ALL THAT TRACT OF LAND IN BLOCK 68,ST.ANTHONY TOWNSITE
(NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON
THE OFFICIAL PLAT THEREOF,LYING SOUTH OF A LINE DRAWN 5 FEET
NORTH Of SAID PARALLEL TO THE NORTH BANK OF TIlE EGIN CANAL FROM
THE WEST LINE OF SAID BLOCK TO THE INTERSECTION OF SAID CANAL
BANK WITH THE NORTH FORK Of THE SNAKE RIVER AND NORTH OF THE
SOUTH BANK OF EGIN CANAL.
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SAID TRACT OF LAND ALSO DESCRIBED AS FOLLOWS:BEGINNING AT A
POINT 247.15 FEET SOUTH FROM THE NW CORNER OF BLOCK 68,ST.
ANTHONY TOWNSITE (NOW CITY OF ST.ANTHONY),FREMONT COUNTY,
IDAHO,AS SHOWN ON THE OFFICIAL FLAT THEREOF,AND RUNNING THENCE
EASTERLY 21$FEET ALONG A LINE 5 FEET PERPENDICULARLY DISTANT
NORTHERLY FROM THE NORTH BANK OF THE EGIN CANAL TO IRE WEST
BANK OF THE SNAKE RIVER,THENCE SOUTH 70 FEET,THENCE WESTERLY
220 FEET,MORE OR LESS,ALONG THE SOUTH BANK Of SAID CANAL TO A
POINT SOUTH OF THE POINT OF BEGINNiNG,THENCE NORTH 60 FEET,MORE
OR LESS,TO THE POINT OF BEGINNING.
Parcel 7:LOTS 11,12,13 AND 14,BLOCK 69,LYING SOUTH Of THE NORTH
BANK OF THE EGIN CANAL,ST.ANTHONY TOWNSITE (NOW CITY OF ST.
ANTHONY),FREMONT COUNTY,IDAHO AS SHOWN ON THE OFFICIAL PLAT
THEREOF.
EXCEPTING THEREFROM:ALL THAT PART OF LOTS 11,12,12 &14,BLOCK 69,
ST.ANTHONY TOWNSffE,(NOW CiTY OF ST.ANTHONY),FREMONT COUNTY,
IDAHO,AS SHOWN ON THE OFFICIAL PLAT THEREOF,LYING 10 FEET SOUTH
OF AND PARALLEL TO THE SOUTH BANK OF THE EGIN CANAL.
2.The following portion ofParcel S (as partitioned)with the following legal description:
LOT 1,ST.ANTHONY HYDRO PLANT AND $UBDWISION AMENDING LOTS I
THROUGH 10,BLOCK 90,SAINT ANTHONY TOWNSITE,FREMONT COUNTY,
IDAHO,AS SHOWN ON THE OFFICIAL FLAT RECORDED NOVEMBER 2,2012,AS
INSTRUMENT NUMBER 541160.
3.TOGETHER with (i)the tenements,hereditaments and appurtenances thereunto belonging
or in anywise appertaining,and any reversions any remainders and rents,issues and profits
thereftom and all estate,right,title and interest in and to said property,as well in law as in
equity,of the Seller,including,but not limIted to,the prescriptive easement evidenced by
that Notice of Prescriptive Easement recorded as instrument number 424599 in the Fremont
Country,Idaho,Recorder’s office on November 18,1992,over real estate more particularly
described as follows:(a)Tract 1:The North 40 feet of the East one-half of the vacated
street between Blocks I and 2 of the Townsite of South St Anthony,Fremont County,
Idaho,as per the recorded plat thereof;and (b)Tract 2:The North 40 feet of the East 9.81
feet of the West one-half of the vacated street between Blocks 1 and 2 of the Townsite of
South St.Anthony,Fremont County,Idaho,as per the recorded plat thereof;and any
easements that may have been granted by the State of Idaho over and across the Henry’s
fork of the Snake River;and (ii)all improvements and fixtures thereon,including (a)a
concrete diversion with a spfflway (b)a reinforced-concrete canal intake structure;(c)a
power and irrigation canal;Cd)an irrigation canal headworks structure;(e)a screened and
rubber-lined wooden-box flame with an overflow spillway and an ice chute;(f)a reinforced
concrete powerhouse containing a generating unit rated at 560 kilowatts (kW);fg)a tail
race;(Ii)the 2.3 reinforced kilovolt (kV)generator leads;(1)wooden shed;(j)office;and
(Ic)house.
A-2
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1 HU
HLt
L
A-3
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Water Rights:
700 cfs,non-consumptive for hydro power generation —Idaho water right #21-12914,priority dated to
12/20/1913,subject to June 2007 Notice from Idaho Department of Water Resources to resume
beneficial use of this water right by December 31,2012,’and subject further to its placement into the
Idaho Water Supply Bank on March 13,2012 for automatic release June 30,2017 or such earlier
release date as is submitted in writing.
Personal Property:
I.Development drawings and maps
2.Development records
3.Plant equipment specific tools not comprising Excluded Property
4.Plant inventory not comprising Excluded Property
Contract Rights:
MI unexpired warranties from vendors and suppliers of personal property described above.
franchise Agreement between PacifiCorp and City ofSt Anthony dated October 11,1965.
Contract regarding water storage between PncifiCorp and Freemont-Madison Irrigation District,Utah
Power and Light Company (predecessor to PacifiCorp)dated September 28,1935.
Letter Agreement on Operations ofIsland Park Dam and Reservoir dated July 3,1984.
Memorandum of Agreement Regarding Ashton-St Anthony Projects between the State ofIdaho,
PaciflCorp and Scottish Power dated October22,1999,and Stipulation Regarding tDWR
Recommendation dated October 25th 1999 (as to the St.Anthony Development only).
RECs:
AU RECs accruing after the expiration ofthe RECs Period.
Other Rights:
Findings of Fact and Conclusions of Law and Judgment dated January 18,1915 (regarding shared
maintenance obligations ofEgin Bench Canal Company and Utah Power &Light Company
(predecessor to PacifiCorp).
That portion of FERC License NO.2381 applicable to St.Anthony Development and which has been
approved for transfer by FERC.
Books and Records
tAn additional 423 cfs are diverted at the Development,such water rights being owned and held by Egin Bench Canal
Company.
A4
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EXHIBIT B
PERMITTED ENCUMBRANCES
The exceptions listed on that certain Commitment for Title Insurance from first American Title
Company,Order No.419591-RX
Powerline Easements
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EXHIBIT C
PROPERTY EXCLUDED FRO&t SALE
Interconnect equipment,including conductors,breakers and related equipment,connecting the
Development to Seller’s adjacent substation (but not including any meters or breakers that are inside of
the powerhouse).
RECs accruing during the RECs Period (as described in the Agreement)
That certain partitioned portion of Parcel 5 (Real Property)with the following legal description:
A PARCEL OF LAND SITUATED N THE SW1/4NEI/4 OF SECTION 1,TOWN$HW 7 SOUTH,
RANGE 40 EAST,BOISE MERIDIAN,IN FREMONT COUNTY,IDAHO.THE BOUNDARIES
OF SAD PARCEL OF LAND ARE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 1790.28 FEET 8.091 ‘36”E.AND 634.49 FEET N.89°48’24”E.FROM
TIlE NORTH QUARTER CORNER OF SAID SECTION 1,(NOTE:BASIS OF BEARING IS
S.89°44’25W ALONG THE QUARTER SECTION LINE BETWEEN THE FOUND MONUMENTS
REPRESENTING THE NORTH QUARTER CORNER AND NORTHWEST CORNER OF SAID
SECTION 1)SAID PONT BEING iN THE NORTH LINE OF BLOCK 90,ST.ANTHONY
TOWNSITE,AND RUNNING THENCE N.89°48’24”E,44.26 FEET ALONG THE NORTH
BLOCK LINE TO THE NORTHEAST CORNER Of SAD BLOCK 90;THENCE $.O0°11’36”E.
125 00 FEET;THENCE S 89°48’24”W 26484 FEET;THENCE N 77°22’38”E 18 21 FEET;
THENCE N.60°13’SS”E.161.52 FEET;THENCE NA9°41’31”E.33,34 fEET;THENCE
N.61°26’50”E.41.84 FEET TO TIlE POINT Of BEGINNING.
THE ABOVE DES CR1ED PARCEL Of LAND CONTAINS 18,360 SQUARE FEET N AREA,
OR 0.421 ACRES,MORE OR LESS.
Also known as:
Lot 2 ST.ANTHONY HYDRO PLANT AND SUBDIVISION AMENDING LOTS 1 THROUGH 10,
BLOCK 90,SAINT ANTHONY TOWNSITE,FREMONT COUNTY,IDAHO,AS SHOWN ON
THE OFFICIAL PLAT RECORDED NOVEMBER 2,2012 AS INSTRUMENT NUMBER 541160.
LOTS 5,6,7,8,9,10,BLOCK 95,ST.ANTHONY TOWNSITE (NOW CITY OF ST.ANTHONY),
FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL PLAT THEREOF.
Non-Confidential Exhibit No.3
Page 34 of 105
EXifiBIT D
EXCLUDED LIABiLITIES
1.Seller income taxes
2.Any Seller employee claim,severance or relocation costs
3.The cost of decommissioning Seller’s interconnect equipment,including conductors,breakers,
and related equipment residing both on the Real Property and certain portions ofreal property
retained by Seller as party of the Excluded Property.
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EXHTRIT E
PROJECT CONTRACTUAL OBLIGATIONS DELEGATED TO
BUYER
All unexpired warranties from vendors and suppliers of personal property described above.
franchise Agreement between PacffiCorp and City of St.Anthony dated October11,1965.
Contract regarding water storage between PacifiCorp and the United States Bureau ofReclamation
dated September 28,1965.
Letter Agreement on Operations of Island Park Dam and Reservoir dated July 3,1984.
Memorandum ofAgreement Regarding Ashton-St.Anthony Project between the State of Idaho and
PacfflCorp dated October 22,1999 (as to the St Anthony Development).
My and all obligations to Egin Bench Canals,Inc.with respect to operation and maintenance ofthe
diversion dam,intake works and canal from the diversion works down to the intake,which such
obligations may be based on oral agreements or custom/past practice or otherwise arise from that
certain Conclusions ofLaw and Findings of Fact and Judgment dated January 18,1915 (regarding
shared maintenance obligations of Egin Bench Canal Company and PacifiCorp).
Easement from Idaho State Lands.
Any contractual rights and obligations with Idaho Water Resources Board in connection with the water
right placed in the Water Supply Bank on March 13,2012,including the rights and obligations under
the Lease Acceptance dated March 13,2012.
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EXBIT F
NONCOMPLTANCE ITEMS
Certain common environmental hazards may be found on site that do not meet current regulatory
standards including materials such as asbestos,lead based paint,mercury switches and petroleum
products.In addition,project structures contain treated wood the type of which is unknown.
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EXHIBIT G
KNOWN DEFECTS TO PROJECT
The St.Anthony turbine assembly experienced a failure in April of 2002.Specifically,ajackshaft that
connected the two turbine units failed.This failure sheared the connecting bolts between the jacksbafl
and turbines,damaged keyways on the turbines and broke the bearing housing of the jackshaft,The
turbines have not been exposed and inspected,but it is likely that they were damaged while rotating
against their housings without the support of the jackahafi and its bearing.Difficulties in establishing
and maintaining alignment ofthe four shafts that connect the turbines and the generator have
repeatedly caused failure of connecting bolts and bearings in the turbine assembly.
Portions ofthe flume,powerhouse,canal,residence structure and office are within the City of St
Anthony streets and road or alley right(s)right of way.
An encroachment on Parcel 8 consisting of a portion ofdecking from neighboring property.
An encroachment on Parcel 1 consisting of lawn,landscaping and signage.
Certain common environmental hazards may be found on site that do not meet current regulatory
standards including materials such as asbestos,lead based paint,mercury switches and petroleum
products.In addition.,project structures contain treated wood the type ofwhich is unknown.
G-l
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EXHIBIT H
SELLER’S NECESSARY REGULATORY APPROVALS ATm
TIfiRD PARTY CONSENTS
1.FERC Approval
2.All applicable approvals from state public utifity commissions with jurisdiction
(including California,Idaho and Wyoming)
3.All other ordinary and customary related approvals
Hl
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EXHIBIT I
FORM OF DEED OF CONVEYENCE AND BILL OF $ALE
2
Non-Confidential Exhibit No.3
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W}{EN RECORDED,MAIL TO:
QUTT CLAIM DEED
For Value Received,PacifiCorp,an Oregon corporation,successor in interest to
Utah Power &Light Company (GRANTOR”),hereby QUITCLAIMS to St.Anthony Hydm LLC,
whose address is
____________(“GRANTEE’,
the following described (1)premises situated in
Fremont County,State of Idaho,to-wit and as depicted on&hibit A and (ii)water rights,in each
case,on an “AS-IS”basis as further described in the disclaimer set forth below:
I.Premises:
Parcel 1:ALLTHAT PART OF LOTS 15,16,17,18,I9AND2O,BLOCK 69,LYING SOUTH
OF ThE NORTH BANK OF THE EGIN CANAL,ST.ANTHONY TOWNS ITE (NOW CITY
OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL PLAT
THEREOF,
Parcel 2:BEGINNING AT THE SOUTHWEST CORNER Of LOT 15,BLOCK 70,ST.
ANTHONY TOWN$ITE (NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,
AS SHOWN ON THE OFFICIAL PLAT THEREOF,AND RUNNING THENCE NORTH 87
FEET TO THE NORTH BANK OF EGIN CANAL;THENCE NORTHEASTERLY ALONG
SAID NORTH BANK TO 1ST WEST STREET,THENCE 3.63 FEET,THENCE S.83°44’W.
100.6 FEET,THENCE 3.37 FEET,THENCE W.5?fEET TO THE POINT OF BEGINNING.
Parcel 3;ALL THAT PART OF LOTS 11,12,13 AND 14,BLOCK 70,LYING SOUTH OF
THE NORTH BANK OF THE EGIN CANAL,ST.ANTHONY TOWN$ITE (NOW CITY OF
ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL FLAT
THEREOF.
Parcel 4:THAT PORTION OF LAND LYING WEST OF THE CENTER OF 3RD WEST
STREET (PREVIOUSLY KNOWN AS SEVENTH STREET),ST.ANTHONY TOWNSITE
(NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE
OFFICIAL PLAT THEREOF,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT N THE CENTER OF 3RD WEST STREET (PREVIOUSLY
Page 1 of 9
Non-Confidential Exhibit No.3
Page 41 of 105
KNOWN A$SEVENTH STREFI)ON THE SOUTH SIDE OF THE EON CANAL AND
RUNNING THENCE S.300 FEET,MORE OR LESS,TO THE NORTH BANK OF THE
NORTH FORK OF SNAKE RWER THENCE NORTHWESTERLY ALONG THE SAID
NORTH BANK Of THE NORTH FORK OF SNAKE RIVER 275 FEET,MORE OR LESS;
THENCE NORTHEASTERLY 300 FRET,MORE OR LESS,TO THE POiNT OF
BEGINNING.
Parcel 6:ALL THAT TRACT OF LAND IN BLOCK 68,ST.ANTHONY TOWNSITE (NOW
CITY Of ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL
PLAT THEREOF,LYING SOUTH Of A LINE DRAWN 5 FEET NORTH Of SAID
PARALLEL TO THE NORTH BANK OF THE EON CANAL FROM THE WEST LINE Of
SAID BLOCK TO THE INTERSECTION OF SAD CANAL BANK WITH THE NORTH
FORK OF THE SNAKE RIVER AND NORTH OF THE SOUTH BANK Of EON CANAL.
SAID TRACT OF LAND ALSO DESCRIBED AS FOLLOWS:BEGINNING AT A POINT
247.15 FEET SOUTH FROM THE NW CORNER Of BLOCK 62,ST.ANTHONY
TOWN$ITE (NOW CITY Of ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN
ON THE OFFICIAL FLAT THEREOF,AND RUNNING THENCE EASTERLY 218 FEET
ALONG A LINE 5 FEET PERPENDICULARLY DISTANT NORTHERLY FROM THE
NORTH BANK Of THE EON CANAL TO THE WEST BANK OF THE SNAKE RIVER,
THENCE SOUTH 70 FEET,THENCE WESTERLY 220 FEET,MORE OR LESS,ALONG
THE SOUTH BANK OF SAID CANAL TO A POINT SOUTH Of THE POiNT Of
BEGINNING,THENCE NORTH 60 FEET,MORE OR LESS,TO THE POINT Of
BEGINNIN&
Parcel 7:LOTS 11,12,13 AND 14,BLOCK 69,LYING SOUTH OF THE NORTH BANK Of
THE EON CANAL,ST.ANTHONY TOWNS1Th (NOW CITY OF ST.ANTHONY),
FREMONT COUNTY,IDAHO AS SHOWN ON THE OFFICIAL PLAT THEREOF.
EXCEPTING THEREFROM:ALL THAT PART OF LOTS 11,12,12 &14,BLOCK 69,ST.
ANTHONY TOWNS1Th,(NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,
AS SHOWN ON THE OFFICIAL PLAT THEREOF,LYING 10 FEET SOUTH OF AND
PARALLEL TO THE SOUTH BANK OF THE EON CANAL.
The fdllowin%portion of Parcel 5 (as partitioned):LOT 1,ST.ANTHONY HYDRO PLANT
AND SUBDIVISION AMENDING LOTS 1 THROUGH 10,BLOCK 90,SAINT ANTHONY
TOWNSITh,FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL PLAT
RECORDED NOVEMBER 2,2012,AS INSTRUMENT NUMBER 541160.
TOGETHER with (1)the tenements,hereditaments and appurtenances thereunto belonging or in
anywise appertaining,and any reversions any remainders,and rents,issues and profits therefrom
and all estate,tight,title and interest in and to said property,as well in law as in equity,ofthe Seller,
including,but not limited to,the prescriptive easement evidenced by that Notice of Prescriptive
Easement recorded as instrument number 424599 in the Fremont Country,Idaho,Recorder’s oflce
on November 18,1992,over real estate more particularly described as follows:(a)Tract 1:The
North 40 feet of the East one-half of the vacated street between Blocks 1 and 2 of the Townsite of
Page 2 of 9
Non-Confidential Exhibit No.3
Page 42 of 105
South St Anthony,fremont County,Idaho,as per the recorded plat thereof;and (b)Tract 2:The
North 40 fuet ofthe East 9.81 feet of the West one-halfof the vacated street between Blocks 1 and 2
ofthe Townsite of South St.Anthony,Fremont County,Idaho,as per the recorded plat thereof;and
any easement the State of Idaho may have granted over and across the Henry’s Fork ofthe Snake
River and (ii)all improvements and fixtures thereon,including (a)a concrete diversion with a
spfflway (b)a reinforced-concrete canal intake structure;fe)a power and irrigation canal;(d)an
irrigation canal headworks structure;(e)a screened and rubber-lined wooden-box flame with an
overflow spiilway and an ice chute;(f)a reinforced concrete powerhouse containing a generating
unit rated at 560 kilowatts (kW);(g)a tail race;(h)the 2.3 reinforced kilovolt OcV)generator leads;
fi)wooden shed (j)office;and (k)house.
II.Water Rights
700 cfs,non-consumptive for hydro power generation —Idaho water right #21-12914,priority dated
to 12t20/1913,subject to June 2007 Notice from Idaho Department of Water Resources to resume
beneficial use ofthis water right by December 31,2012,and subject further to its p]acement into the
Idaho Water Supply Bank on March 13,2012 for automatic release June 30,2017 or such earlier
release date as is submitted in writing.
III.Disclaimer;Waiver ofJury Trial
THE FOREGOING ASSETS ARE CONVEYED HEREBY TO GRANTEE “AS IS,WHERE IS”
AND WTIII NO REPRESENTATIONS OR WARRANTIES Of ANY KIND OR NATURE,
EXPRESS OR IMPLIED INCLUDING WITHOUT LIMITATION,WITH RESPECT TO THE
GENERATING CAPABILITY Of THE ASSETS,THE ABILITY OF GRANTEE TO
GENERATE OR SELL ELECTRICAL ENERGY,OR THE ABILITY OF GRANTEE TO
OPERATE THE DEVELOPMENT ASSETS PROFITABLY.WITHOUT LlMTING THE
FOREGOING,GRANTOR MAKES NO REPRESENTATIONS OR WARRANTIES OF
MERCHANTABILITY,USAGE OR SUITABILITY OR FITNESS FOR ANY PARTICULAR
PURPOSE WiTh RESPECT TO THE ASSETS,OR ANY PART THEREOF,OR AS TO THE
WORKMANSHIP THEREOF,OR THE ABSENCE OF ANY DEFECTS THEREIN,WHETHER
LATENT OR PATENT,OR COMPLIANCE OF THE ASSETS WITH ANY LAWS,OR AS TO
THE CONDITION OF THE ACQUIRED ASSETS,OR ANY PART THEREOF,AND ANY
SUCH REPRESENTATIONS AND WARRANTIES ARE EXPRESSLY DISCLAIMED.
GRANTEE ACKNOWLEDGES AND AGREES THAT IT HAS HAD (I)ThEE RIGHT AND
ABILITY TO FULLY INVESTIGATE AND INSPECT THE DEVELOPMENT AND TO
REQUEST ANY INFORMATION REGARDING THE ASSETS THAT GRANTEE DEEMS
NECESSARY;AND (II)THE OPPORTUNITY TO SEEK RELEVANT ADVICE FROM
APPROPRIATE EXPERTS AND OTHER CONSULTANTS.
GRANTEE FURTHER AND SPECIFICALLY AGREES,SUBJECT ONLY TO THE
REPRESENTATIONS AND WARRANTIES EXPRESSLY SET FORTH IN ANY
CONVEYANCE DOCUMENTS OR CERTIFICATIONS,THAT IT SHALL TAKE THE REAL
PROPERTY “AS-IS,”“WHERE-IS,”AND WITH ALL FAULTS AND CONDITIONS
THEREON.ANY INFORMATION,REPORTS,STATEMENTS,DOCUMENTS OR RECORDS
(COLLECTIVELY,THE “DISCLOSURES”)PROVU)ED OR MADE TO GRANTEE OR ITS
Page3of9
Non-Confidentia’Exhibit No.3
Page 43 of 105
CONSITUENTS BY GRANTOR OR ANY Of GRANTOR’S AFFILIATES OR
REPRESENTATiVES CONCERNING THE CONDITION OF THE PROPERTY SHALL NOT
BE REPRESENTATIONS OR WARRANTIES OF GRANTOR EXCEPT TO THE EXTENT
EXPRESSLY SET FORTH IN ANY CONVEYANCE DOCUMENTS OR CERTh1CATION$.
GRANTEE SHALL NOT RELY ON SUCH DISCLOSURES,BUT RATHER,GRANTEE
SHALL RELY ONLY ON ITS OWN INSPECTION OF THE PROPERTY AND THE
REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY CONVEYANCE
DOCUMENT OR CERTIFICATION.GRANTEE ACKNOWLEDGES AND AGREES THAT,
SUBJECT TO THE REPRESENTATIONS AND WARRANTIES SET FORTH IN ANY SUCH
CONVEYANCE DOCUMENTS OR CERTIFICATIONS,GRANTOR HAS NOT MADE,DOES
NOT MAKE AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS,WARRANTIES,
PROMISES,COVENANTS,AGREEMENTS OR GUARANI]ES OF ANY KIND OR
CHARACTER WHATSOEVER,WHETHER EXPRESS OR IMPLIED,ORAL OR WRflTEN,
PAST,PRESENT OR FUTURE,Of,AS TO,CONCERNING OR WITH RESPECT TO (A)THE
NATURE,QUALITY OR CONDITION OF THE PROPERTY,INCLUDING,WITHOUT
LIIvffTATJON,THE WATER,SOIL AND GEOLOGY,(B)THE INCOME TO BE DERIVED
FROM THE PROPERTY,(C)THE SUITABILITY OF THE PROPERTY FOR ANY AND ALL
ACTIVITIES AND USES WFUCH GRANTEE MAY CONDUCT THEREON,(B)THE
COMPLIANCE OF OR BY THE PROPERTY OR iTS OPERATION WITH ANY LAWS,
RULES,ORDINANCES OR REGULATIONS OF ANY APPLICABLE GOVERNMENTAL
AUTHORITY OR BODY INCLUDING WITHOUT LIMTTATION ZONING,(B)THE
HABITABILITY,MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF
THE PROPERTY.OR (F)ANY OTHER MATTER WITH RESPECT TO THE PROPERTY,
AND SPECIFICALLY DISCLAIMS ANY REPRESENTATIONS EXCEPT TO THE EXTENT
EXPRESSLY SET FORTH N ANY CONVEYANCE DOCUMENTS OR CERTIFICATIONS
REGARDING TERMITES OR WASTES,AS DEFINED BY THE US.ENVIRONMENTAL
PROTECTION AGENCY REGULATIONS AT 40 C.FR.,OR ANY HAZARDOUS
SUBSTANCE,AS DEFINED BY THE COMPREHENSIVE ENVIRONMENTAL RESPONSE
COMPENSATION AND LIABILITY ACT OF 1980 (“CERCLA”),AS AMENDED,AND
REGULATIONS PROMULGATED THEREUNDER.TO THE FULLEST EXTENT
PERMflTED BY LAW,GRANTEE (AND ANY ENTITY AFFILIATED WITH OR CLAIMING
BY,THROUGH OR UNDER GRANTEE)HEREBY WAIVES,RELEASES AND AGREES
NOT TO MAKE ANY CLAIM OR BRING ANY COST RECOVERY ACTION OR CLAIM
FOR CONTIUBUTION OR OTHER ACTION OR CLAN AGAINST GRANTOR OR
GRANTOR’S AFFILIATES BASED ON (A)ANY FEDERAL,STATE,OR LOCAL
ENVIRONMENTAL OR HEALTH AND SAFETY LAW OR REGULATION,INCLUDING
CERCLA OR ANY STATE EQUIVALENT,OR ANY SIMILAR LAW NOW EXISTING OR
HERBAFER ENACTED,(B)ANY DISCHARGE,DISPOSAL,RELEASE,OR ESCAPE OF
ANY CHEMICAL,OR ANY MATERIAL WHATSOEVER,ON,AT,TO,OR FROM THE
PROPERTY,OR (C)ANY ENVIRONMENTAL CONDITIONS WHATSOEVER ON,UNDER,
OR IN THE VICINITY OF THE PROPERTY,EXCEPT FOR CLAIMS BASED UPON A
BREACH OF ANY REPRESENTATIONS AND WARRANTIES CONTAINED IN ANY
CONVEYANCE DOCUMENTS OR CERTiFICATIONS.WITHOUT LIMITATION UPON
GRANTEE’S RIGHT TO RELY ON THE EXPRESS REPRESENTATIONS AND
WARRANTIES CONTAINED N ANY CONVEYANCE DOCUMENTS OR
CERTIFICATIONS,GRANTEE REPRESENTS TO GRANTOR THAT GRANTEE HAS
Page 4 of 9
Non-Confidential Exhibit No.3
Page 44 of 105
CONDUCTED SUCH INVESTIGATIONS OF THE PROPERTY,INCLUDING,BUT NOT
LIMITED TO,THE PHYSICAL AND ENVIRONMENTAL CONDITIONS THEREOF,AS
GRANTEE DEEMS NECESSARY OR DESIRABLE TO SATISFY ITSELF AS TO THE
CONDflON OF THE PROPERTY AND THE EXISTENCE OR NONEXISTENCE OR
CUEATWE ACTION TO BE TAXEN WITH RESPECT TO ANY HAZARDOUS OR TOXIC
SUBSTANCES ON OR DISCHARGED FROM THE PROPERTY,AND WILL RELY SOLELY
UPON SAME AND NOT UPON ANY INFORMATION PROVIDED BY OR ON BEHALF OF
GRANTOR OR ffS AGENTS,REPRESENTATIVES OR EMPLOYEES WITH RESPECT
THERETO.GRANTEE (AND ANY ENTITY AFFILIATED WITH OR CLAIMING BY,
THROUGH OR UNDER GRANTEE)ASSUMES THE RISK THAT ADVERSE MATtERS
AND ADVERSE PHYSICAL AND ENVIRONMENTAL CONDITIONS,MAY NOT HAVE
BEEN REVEALED BY GRANTEE’S INVESTIGATIONS,AND GRANTEE (AND ANY
ENTITY AFFILIATED WITH OR CLAIMING BY,THROUGH OR UNDER GRANTEE),
UPON CLOSING,SHALL BE DEEMED TO HAVE WAIVED,RELINQUISHED AND
RELEASED GRANTOR (AND GRANTOR’S AFFILIATES)FROM AND AGAINST ANY
AND ALL CLAIMS,DEMANDS,CAUSES OF ACTION (INCLUDING CAUSES OF ACTION
IN TORT),LOSSES,DAMAGES,LIABILITIES,COSTS AND EXPENSES (INCLUDING
AITORNEYS’FEES)OF ANY AND EVERY KIND OR CHARACTER,KNOWN OR
UNKNOWN,FORESEEN OR UNFORESEEN,WHICH GRANTEE MIGHT HAVE
ASSERTED OR ALLEGED AGAINST GRANTOR (AND GRANTOR’S AFFILIATES)AT
ANY TIME BY REASON OF OR ARISING OUT OF ANY LATENT OR PATENT
CONSTRUCTION DEFECTS,ERRORS OR OMISSIONS IN DESIGN OR CONSTRUCTION,
OR PHYSICAL CONDITIONS,VIOLATIONS OF ANY APPUCABLE LAWS AND ANY
AND ALL OTHER ACTS,OMI$SJONS,LIABILITIES EVENTS,CIRCUMSTANCES OR
MATTERS REGARDING THE PROPERTY,EXCEPT FOR BREACHES BY GRANTOR OF
THE EXPRESS PROVISIONS OF ANY CONVEYANCE DOCUMENTS OR
CERTIFICATIONS.
TO TIlE FULLEST EXTENT PERMITtED BY LAW,EACH OF GRANTOR AND GRANTEE
WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY N RESPECT OF LITIGATION
DIRECThY OR INDIRECTLY ARISING OUT Of,UNDER OR IN CONNECTION WITH
THIS DEED.EACH Of GRANTOR AND GRANTEE FURTHER WAIVES ANY RIGHT TO
CONSOLIDATE ANY ACTION IN WHICH A JURY TRIAL HAS BEEN WAIVED WITH
ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS NOT BEEN
WAIVED.
IN WITNESS WHEREOF,the Grantor has caused its corporate name to be hereunto affixed by its
duly authorized officer this —day of .2013.
GRANTOR:
PacifiCorp,an Oregon corporation
By:_____________________
Name:
Title:
PageS of9
Non-Confidential Exhibit No.3
Page 45 of 105
ACKNOWLEDGED A1b4D AGREED:
GRANTEE:
SLAnthony Hydra LLC,an Idaho limited liability company
By:BIRCH POWER COMPANY,Manager
By:
Name;
Title:
?age6of9
Non-Confidential Exhibit No,3
Page 46 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF OREGON )
85.
COUNTY OF MULTNOMAH)
On this day of •in the year 2013,before me,a Notaiy Public in and for
the State of Oregon)personally appeared
_______________,
known or identified to me to be the
__________________________
of the corporation that executed the instrument or the person who
executed the instrument on behalf of said corporations and acknowledged to me that such corporation
executed the same.
Notary Public in and for the State of Oregon
Residing at______________
My Commission expires______________
Page 7 of 9
Non-Confidential Exhibit No.3
Page 47 of 705
ACKNOWLEDGEMENT (GRANTEE)
STATE OF IDAHO )
:ss.
COUNTY Of BONNEVILLE )
On this
_____
day of ,in the year 2Ol3 before me,a Notary Public hi and for
the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be the president of
Birch Power Company,the corporation that is the manager of St.Anthony Hydro LLC,the limited
liability company that executed the instrument or the person who executed the instrument on behalf of
said limited liability company and acknowledged to me that such limited liability company executed the
same,
Notary Public in and for the State ofIdaho
Residing at Idaho Fafls
My commission expires:
Page 8 of 9
EXHIB A
Non-Confidential Exhibit No.3
Page 48 of 105
j
1
I
—
-LJ
___
I
u
-..
.,
Page 9 of 9
]
Non-Confidential Exhibit No.3
Page 49 of 105
BILL OF SALE
AND
ASSIGNMENT OF CONTRACT RIGHTS
This Bill of Saie and Assignment of Contract Rights (“Agreement”)is made and entered
into as of F 1,by and between PaciflCorp,an Oregon corporation (“Seller”),and
St.Anthony Hydra LLC,an Idaho limited liability company (“Buyer”).
RECITALS
WHEREAS,Seller and Buyer have executed an Agreement of Purchase and Sale dated
I (“Purchase Agreement”)for the purchase and sale of Seller’s St Anthony
Hydroelectric Generating Plant (“Development”);and
WHEREAS,pursuant to the Purchase Agreement,Seller has agreed to sell,assign,
transfer and convey certain equipment and personal property related to the Development
(collectively,the “Personal Property”or “Assets”),in addition to certain contract rights,
obligations and encumbrances with respect to the Development (collectively,“Contracts”)as
provided in Section 2.1 of the Purchase Agreement.
WHEREAS the parties wish to complete the transfers and assignments contemplated in
the Purchase Agreement as provide herein.
AGREEMENT
NOW,THEREFORE,for and in consideration of the premises and the mutual covenants
contained herein,and for other good and valuable consideration,the receipt,adequacy and legal
sufficiency ofwhich are hereby acknowledged,the parties do hereby agree as follows:
1.Capitalized Terms.Capitalized terms used but not defined herein shall have the
meanings for such terms that are set forth in the Purchase Agreement.
2.Effective Time.The transfer of Personal Property and assignment of Contracts
wider this Agreement and the Purchase Agreement shall be effective as of [
Mountain Daylight Savings Time on F 1 (“Effective Time”).At the Effective
Time,Seller shall transfer possession ofthe Development to Buyer and Buyer shall assume
responsibility for the operation and maintenance of the Development
3.Sale and Transfer ofAssets.Pursuant to the Purchase Agreement,Seller hereby
sells,transfers,assigns,conveys,grants and delivers to Buyer,as ofthe Effective Time,all ofits
right,title and interest in,to and under all ofthe Personal Property described on Schedule A
hereto.
4.Assignment and Assumption of Contracts.Pursuant to the Purchase Agreement,
Seller hereby assigns,sells,transfers and sets over,as ofthe Effective Time,to Buyer all of
Non-Confidential Exhibit No.3
Page 50 of 105
Seller’s right,title,benefit,privileges and interest in and to the Contracts and all of Seller’s
burdens,obligations and liabilities in connection with,each of the Contracts described on
Schedule B hereto.As of the Effective Time,Buyer hereby accepts the assignment and assumes
and agrees to observe and perform all ofthe duties,obligations,terms,provisions and covenants
of the Contracts.
5.Further Actions.Seller covenants and agrees to warrant and defend the sale,
transfer,assignment,conveyance,grant and delivery of the Assets and Contracts hereby made
against all persons whomsoever,to take all steps reasonably necessary to establish the record of
Buyer’s title to these items and,at the request ofBuyer,to execute and deliver further
instruments oftransfer and assignment and take such other action as Buyer may reasonably
request to more effectively transfer and assign to and vest in Buyer each of the Assets and
Contracts,all at the sole cost and expense of Seller.
6.Terms of the Purchase Agreement.The terms of the Purchase Agreement,
including but not limited to (a)the parties’representations,warranties,covenants,agreements
and indemnities are incorporated herein by this reference and (b)the provisions of Section 14 are
incorporated herein.The parties acknowledge and agree that the representations,warranties,
covenants,agreements and indemnities contained in the Purchase Agreement shall not be
amended or superseded hereby but shall remain in full force and effect to the full extent provided
therein.In the event of any conflict or inconsistency between the terms of the Purchase
Agreement and the terms hereof,the terms of the Purchase Agreement shall govern.
Seller hereby declares that the foregoing powers are coupled with an interest in real and personal
property and are and shall be irrevocable.
SELLER:
PacffiCorp
By:_____________________
Name:
___________________________
Its:
____________________
BUYER:
St.Anthony Hydro LLC
By:Birch Power Company,Manager of St
Anthony Hydro LLC
By:—
Name:
Its:
2
Non-Confidential Exhibit No.3
Page 51 of 105
STATE OF OREGON )
255.
COUNTY Of MULTNOMAH)
On this day of ,in the year 2013,before me,a Notazy Public in and for
the State of Oregon,personally appeared
______________,
known or identified to me to be the
____________________of
PacifiCorp,an Oregon corporation,that executed the instrument or
the person who executed the instrument on behalf of said corporation,and acknowledged to me that such
corporation executed the same.
Notary Public in and for the State of Oregon
Residing at_____________
My Commission expires
_______________
STATE OF IDAHO )
:ss.
COUNTY OF BONNEVILLE )
On this
_____
day of_____________in the year 2013,before me a Notary Public in and for
the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be the president of
Birch Power Company,the corporation that is the manager of St.Anthony Hydro LLC,the limited
liability company that executed the instrument or the person who executed the instrument on behalf of
said limited liability company and acknowledged to me that such limited liability company executed the
same.
Notary Public in and for the State of Idaho
Residing at Idaho falls
My commission expires:
3
Non-Confidential Exhibit No.3
Page 52 of 105
SCHEDULE A
TO BiLL OF SALE AND ASSIGNMENT OF CONTRACT RIGHTS
PERSONAL PROPERTY/ASSETS
1.Mi improvements and fixtures on the Real Property (other than Excluded
Property)to the extent such improvements and fixtures constitute personal
property,including without limitation:(1)a concrete diversion with a spiliway;(ii)
a reinforced-concrete canal intake structure;(iii)a power and irrigation canal;(iv)
an irrigation canal headworks structure;(v)a screened and rubber-lined wooden-
box flame with an overflow spilway and an ice chute;(vi)a reinforced concrete
powerhouse containing a generating unit rated at 560 kilowatts (kW);(vii)a taii
race;(viii)the 2.3 reinforced kilovolt (kV)generator leads;(ix)wooden shed;(x)
oce;and (xi)house;and all equipment and other assets located therein (other
than Excluded Property).
2.Development drawings and maps.
3.Development books and records.
4,Plant equipment specific tools not comprising Excluded Property.
5.Plant inventory not comprising Excluded Property.
6.AD RECs accruing after the expiration ofthe RECs Period.
4
Non-Confidential Exhibit No.3
Page 53 of 105
SCHEDULE B
TO BILL OF SALE AND ASSIGNMENT OF CONTRACT RIGHTS
CONTRACTS
1.All unexpired warranties from vendors and suppliers ofPersonal Property.
2.Franchise Agreement between PacifiCorp and City ofSt.Anthony dated October
11,1965.
3.Contract regarding water storage between Preemont-Madison Irrigation District,
Utah Power and Light Company (predecessor to PaciflCorp)and the United
States Bureau of Reclamation dated September 2$,1935.
4,Letter Agreement on Operations of Island Park Dam and Reservoir dated July 3,
1984.
5.Memorandum ofAgreement Regarding Ashton-St.Anthony Projects between the
State ofIdaho,PaciIlCorp,and Scottish Power dated October 22,1999,and
Stipulation Regarding IDWR Recommendation dated October 25th 1999 (to the
St.Anthony Development).
6.findings of Fact and Conclusions of Law and Judgment dated January 1$,1915
(regarding shared maintenance obligations ofEgin Bench Canal Company and
Utah Power &Light Company (predecessor to PacifiCorp).
7.Any and all obligations to Egin Bench Canals,Inc.with respect to operation and
maintenance ofthe diversion dam,intake works and canal from the diversion
works down to the intake,which such obligations may be based on oral
agreements or custom/past practice or otherwise arise from that certain findings
offact and Conclusions of Law and Judgment dated January 18,1915 (regarding
shared maintenance obligations of Egin Bench Canal Company and Utah Power
&Light Company (predecessor to PacfflCorp).
8.Easement from Idaho State Lands.
9,Any contractual rights and obligations with Idaho Water Resources Board in
connection with the water right placed in the Water Supply Bank on March 13,
2012,including the rights and obligations under the Lease Acceptance dated
March 13,2012.
10.All other liabilities associated with,relating to or existing in connection with the
Development Assets,including without limitation the Permitted Liens,but not
including the Excluded Liabilities.
S
Non-Confidential Exhibit No.3
Page 54 of 105
EXHIBIT 3
FORM OF POWERLINE EASEMENTS
3
Non-Confidential Exhibit No.3
Page 55 of 105
Return to:
Rocky Mountain Power
Lisa Louder/EQ
1407 West North Temple Ste.110
Salt Lake City,UT 84116
Project Name;St.Anthony Hydro
Project Tract Number;Easement 1.2/Parcel 4
WO#:312353
RW#:20120193
RIGUT OF WAY EASEMENT
for value received,St.Anthony Evdro.LLC,(“Grantor”),hereby grants to
?acifiCorp,an Oregon Corporation,d/b/a Rocky Mountain Power its successors and
assigns,(“Grantee”),an easement for a right of way 12 feet in width,more or less,for the
construction,reconstruction,operations maintenance,repair,replacement,enlargement,
and removal of electric power transmission,distribution and communication lines and all
necessary or desirable accessories and appurtenances thereto,including without
limitation:supporting towers,poles,props,guys and anchors,including guys and anchors
outside of the right of way;wires,fibers,cables and other conductors and conduits
therefore;and pads,transformers,switches,vaults and cabinets,along the general course
now located by Grantee on,over,or under the surface of the real property of Grantor in
Fremont County,State of Idaho more particularly described as follows and as more
particularly described and/or shown on Exhibit A attached hereto and by this reference
made a part hereof:
Legal Description;POWER EASEMENT (I)PARCEL 4
AS FOOT ELECThICAL EASEMENT SITUATE N THE SW1/4NE1/4 OF SECTION
1,TOWNSHIP 7 SOUTH,RANGE 40 EAST,BOISE MERIDIAN,N FREMONT
COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 1886.11 fEET 8.0°1 1’36”E.AND 338.64 FEET
N.89°4$’24”E.FROM THE NORTHWEST CORNER OF SAID SECTION 1,(NOTE:
BASIS OF BEARING IS S.89°4425”W ALONG THE QUARTER SECTION LINE
BETWEEN THE FOUND MONUMENTh REPRESENTING THE NORTH QUARTER
CORNER AND NORTHWEST CORNER OF SAID SECTION 1),SAiD PONT IS
ALSO 95.83 FEET S.0°11 ‘36”E.AND 4.73 FEET N.89°48’24’TE.FROM THE
NORTHEAST BLOCK CORNER OF BLOCK $9,SAINT ANTHONY TOWNSITE,
AND RUNNING THENCE S 62°43’15”E 39 75 FEET;THENCE S 0°1 1’36”E 5 64;
THENCE N.62°43’15’W.43.67 fEET;THENCE N.42°06’24”E.5.17 FEET TO THE
POiNT OF BEGINNING.
THE ABOVE DESCRIBED EASEMENT CONTAINS 208.55 SQUARE FEET N
AREA,OR 0.005 ACRES,MORE OR LESS.
Page 1 of6
Non-Confidential Exhibit No.3
Page 56 of 105
POWER EASEMENT (2)PARCEL 4
AS FOOT ELECTRICAL EASEMENT SiTUATE IN THE SWI/4NEI/4 OF SECTION
1,TOWNSHIP 7 SOUTH,RANGE 40 EAST,BOISE MERIDIAN,N FREMONT
COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 1861.39 FEET S.0°1 1’36”E.AND 361.14 FEET
N.89°48’24”E.PROM THE NORTHWEST CORNER OP SAID SECTION 1,(NOTE:
BASIS OF BEARING IS S.89°4425’W ALONG THE QUARTER SECTION LiNE
BETWEEN THE FOUND MONUMENTS REPRESENTING THE NORTH QUARTER
CORNER AND NORTHWEST CORNER OF SAID SECTION 1),SAID PONT IS
ALSO 71.11 FEET S.0°1 1’36”E.AND 27.23 FEET N.89°48’24”E.FROM THE
NORTHEAST BLOCK CORNER OF BLOCK 89,SAINT ANTHONY TOWNSITE,
AND RUNNING THENCE S.36009’45”E.21.74 FEET;THENCE S.0°11’36”E.8.51;
THENCE N.36°09’45”W.27.59 FEET;THENCE N.42°06’24”E.5.11 FEET TO THE
POINT OF BEGINNING.
TIlE ABOVE DESCRIBED EASEMENT CONTAINS 123.33 SQUARE FEET IN
AREA,OR 0.003 ACRES,MORE OR LESS.
Assessor Parcel No.RPSOI 73090001A
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes fbr which this easement has
been granted;and together with the present and (without payment therefore)the future
rfght to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facilities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or material of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricultural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other purposes not inconsistent,as determined by Grantee,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the easement area caused by
Grantee’s use,Grantee shall be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee,its successors and assigns,will not make or allow to be made any use ofthe
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair of Grantor’s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting ofthis Easement.
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Page 2 of 6
Non-Confidential Exhibit No.3
Page 57 of 105
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage of flammable and hazardous materials or refueling of vehiclWequipment is
prohibited within the easement area.At no time shall Grantee place any equipment or
materials of any kind that creates a material risk of endangering Grantor’s facilities,or that
may pose a risk to human safety.Grantee’s use of the easement area shall comply with
OSHA and National Electric Safety Code Clearance Standards.
Grantee shall not cause any obstruction to Grantor’s use of the easement area
including but not limited to use of existing roads or access areas to Grantor’s facilities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condition for the benefit of Grantee.My maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself,its successors,assigns and invitees the right to enter upon or
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
unreasonably interfere with Grantee’s uses of the easement area pursuant to this
Easement
Release and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
own risk and agrees to indemnify,defend and hold harmless Grantor and Grantor’s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties”)for,from and against all liabilities,claims,damages,losses,suits,
judgments,causes of action,liens,fines,penalties,costs,and expenses (including,but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of caused by,or
resulting from (in whole or in part),(1)the breach by Grantee of any provision of this
agreement,(ii)Grantee’s use and occupation of the easement area,or (iii)any act or
omission of Grantee,any independent contractor retained by Grantee,anyone directly or
indirectly employed by them,or anyone authorized by Grantee to control or exercise control
over (hereinafter collectively referred to as “claims”),even if such claims arise from or are
attributed to the concurrent negligence ofany ofthe Indemnified Parties,
(b)Grantee agrees to defend,indemnify and to hold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemnify,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affiliates
(collectively,“Tndemnitics”)from and against any tosses,claims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty,interest,
court cost or legal fee incurred by the Indemnities or any of them in the defense of the
same,arising in favor of any party,including governmental agencies or bodies,on
Page3of6
Non-Confidential Exhibit No.3
Page 58 of 105
account of taxes,claims,]iens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (1)pollution,contamination,or protection of the environment,and/or (II)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Easement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Easement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
ownership rights in the easement area and to keep (i)the easement area from becoming
publicly dedicated,and (II)others from obtaining any rights in the easement area.
Grantee accepts the easement area in its “AS IS”,“WHERE IS”condition,
“WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing,Grantor hereby disclaims (and Grantee hereby acknowledges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental conditions in,on,under,or around the easement area,
and any warranty of fitness ofthe easement area for a particular purpose.
The rights and obligations of the parties hereto shall be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent permitted by law,each of the parties hereto waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement.Each party further waives any right to
consolidate any action in which ajury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
{$ignatures on following page)
Page 4 of 6
Non-Confidential Exhibit No.3
Page 59 of 105
Datedthis
______
day of ,201_.
IN WITNESS WHEREOF,Grantor and Grantee have each caused this Easement to be
duly executed as ofthe date first herein written.
GRANTOR GRA}1TEE
St Anthony Hydro LLC,an Idaho PaciflCorp,an Oregon corporation
limited liability company
By Birch Power Company,its Manager
By:___________________________By:—
Ted S.Sorenson,President of Birch
Power Company Its:—
Date:—Date:_
Page5of6
Non-Confidential Exhibit No.3
Page 60 of 105
ACKNOWLEDGEMENT (GRANTOR)
STAThOF iDAHO )
:ss.
COUNTY OF BONNEVILLE )
On this
_____
day of ,in the year 2013,before me,a Notary Public in
and for the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president of Birch Power Company,the corporation that is the manager of St.Anthony Hydro
LLC,an Idaho limited liability company that executed the instrument or the person who executed
the instrument on behalf of said limited liability company and acknowledged to me that such
limited liability company executed the same.
Notary Public in and for the State of Idaho
Residing at Idaho Falls
My commission expires:
ACKNOWLEDGEMENT (GRANTEE)
STATE Of )
:ss.
COUNTY OF_______
Onthis _dayof ,intheyear2ol3,before me,aNotary Public in
and for the State of
______,
personally appeared
________________,
known or identified to
me to be the
__________________________
ofthe corporation that executed the instrument or
the person who executed the instrument on behalf of said corporation,and acknowledged to me
that such corporation executed the same.
Notary Public In and for the State of________
Residing at_____________
My Commission expires_____________
Page 6 of 6
Non-Confidential Exhibit No.3
Page 61 of 105
t
N
Landowner Neme:Pad*a,ip
Drawn By AU,MerIdian EngIneerIng Inc.
-ROCKY MOUNTAiN
POWER SCALE:1 Inch s40 Feet
0W27112
EXHIBITA
CC#•i l2353 This drawing should be used only as a representation of the location
of the easements being conveyed.The exact location of all
structures,lines and appurtenances Is subject to change within the
boundaries of the described easement area.
Non-Confidential Exhibit No.3
Page 62 of 105
Return to:
Rocky Mountain Power
Lisa LouderiP
1407 West North Temp]e Ste.110
Salt Lake City,UT $4116
Project Name:St.Anthony Hydro
Project Tract Number:&scnient 3/Parcel 5
WOE:312353
RW#:20120193
RIGIIT OF WAY EASEMENT
For value received,St.Anthony Hydro,LLC,(“Grantor’,hereby grants to
PacifiCorp,an Oregon Corporation,d/b/a Rocky Mountain Power its successors and
assigns,(“Grantee”),an easement for a right of way 12 feet in width,more or less,for the
construction,reconstruction,operation,maintenance,repair,replacement,enlargement,
and removal of electric power transmission,distribution and communication lines and all
necessary or desirable accessories and appurtenances thereto,including without
limitation:supporting towers,poles,props,guys and anchors,including guys and anchors
outside of the right of way;wires,fibers,cables and other conductors and conduits
therefore;and pads,transformers,switches,vaults and cabinets,along the general course
now located by Grantee on,over,or under the surface of the real property of Grantor in
Fremont County,State of Idaho more particularly described as follows and as more
particularly described and/or shown on Exhibit A attached hereto and by this reference
made a part hereof:
Legal Description:PARCEL 5 12FT POWER EASEMENT (3)
A 12 FOOT ELECTRICAL EASEMENT SITUATE IN THE SWIJ4NEI14 OF
SECTION 1,TOWNSHIP 7 SOUTH,RANGE 40 EAST,BOISE MERIDIAN,N
FREMONT COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS
FOLLOWS:BEGiNNING AT A POINT 1790.28 FEET S.0°1 I ‘36”E,AND 413.91
FEET N.89°48’24”E FROM THE NORTH QUARTER CORNER OF SAID SECTION
1,(NOTE:BASIS OF BEARING IS $.89°44’25”W ALONG TIlE QUARTER
SECTION LINE BETWEEN TIlE FOUND MONUMENTS REPRESENTING THE
NORTH QUARTER CORNER AND NORTHWEST CORNER OF SAID SECTION 1),
SAD POINT IS ALSO THE NORTHWEST CORNER OF BLOCK 90,SAINT
ANTHONY TOWNSITE,AND RUNNING THENCE N.89°4$’24”E.9.14 FEET;
THENCE $.64°03’16”E.132.62 FEET;THENCE S.6013’55”W.14.52 FEET;
THENCE N.64°03’16”W.128.73 FEET TO THE WEST LINE OF $AID BLOCK 90;
THENCE N0°1 1 ‘36’W.8.88 FEET TO THE POINT OF BEGINNING.THE ABOVE
DESCRIBED EASEMENT CONTAINS 1,608 SQUARE FEET N AREA,OR 0.037
ACRES,MORE OR LESS.
Page 1 of 5
Non-Confidential Exhibit No.3
Page 63 of 105
Assessor Parcel No.RPSOI73O90001A
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes for which this easement has
been granted;and together with the present and (without payment therefore)the future
right to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facilities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or material of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricultural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other purposes not inconsistent,as determined by Grantee,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the easement area caused by
Grantee’s use.Grantee shall be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee its successors and assigns,will not make or allow to be made any use of the
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair of Grantor’s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting of this Easement.
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage of flammable and hazardous materials or refueling ofvehicle/equipment is
prohibited within the easement area.At no thne shall Grantee place any equipment or
materials of any kind that creates a material risk ofendangering Grantor’s facilities,or that
may pose a risk to human safety.Grantee’s use of the easement area shall comply with
O$HA and National Electric Safety Code Clearance Standards.
Grantee shall not cause any obstruction to Grantor’s use of the easement area
including but not limited to use of existing roads or access areas to Grantor’s facilities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condition for the benefit of Grantee.Any maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself its successors,assigns and invitees the right to enter upon or
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
Page 2 of 5
Non-Confidential Exhibit No.3
Page 64 of 105
unreasonably interfere with Grantee’s uses of the easement area pursuant to this
Easement.
Release and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
own risk and agrees to indemnify,defend and hold harmless Grantor and Grantor’s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties’for,from and against all liabilities,claims,damages,Losses,suits,
judgments,causes of action,liens,fines,penalties,costs,and expenses (including but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of caused by,or
resulting from (in whole or in part),(1)the breach by Grantee of any provision of this
agreement,(ii)Grantee’s use and occupation of the easement area,or (iii)any act or
omission of Grantee,any independent contractor retained by Grantee,anyone directly or
indirectly employed by them,or anyone authorized by Grantee to control or exercise control
over (hereinafter collectively referred to as “clahns”),even if such claims arise from or are
attributed to the concurrent negligence of any of the Indemnified Parties.
(b)Grantee agrees to defend,indemnify and to hold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemnify,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affiliates
(collectively,“Indemnities”)from and against any losses,claims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty,interest,
court cost or legal fee incurred by the Indemnities or any of them in the defense of the
same,arising in favor of any party,including governmental agencies or bodies,on
account of taxes,claims,liens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (1)pollution,contamination,or protection of the environment,and/or (ii)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Easement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Easement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
Pagc3of5
Non-Confidential Exhibit No.3
Page 65 of 105
ownership rights in the easement area and to keep (I)the easement area from becoming
publicly dedicated,and (Ii)others from obtaining any rights in the easement area.
Grantee accepts the easement area in its “AS IS”,“W}{ERB IS”condition,
“WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing,Grantor hereby disclaims (and Grantee hereby acknowledges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental conditions in,on,under,or around the easement area,
and any warranty offitness of the easement area for a particular pmpose.
The rights and obligations of the parties hereto shall be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent permitted by law,each ofthe parties hereto waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or hi connection with this agreement.Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Dated this
_______
day of ,201,
[N WITNESS WHEREOF,Grantor and Grantee have each caused this Easement to be
duly executed as ofthe date first herein written.
GRANTOR GRANTEE
St.Anthony Hydro LLC,an Idaho PacifiCoi,an Oregon corporation
limited liability company
By Birch Power Company,its Manager By:
By:___________________________Its:
Ted S.Sorenson,President of Birch
Power Company Date:_
Date:_______________________________
Page4of5
Non-Confidential Exhibit No.3
Page 66 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF IDAHO )
2 55.
COUNTY Of BONNEVILLE )
On this
____
day of____________in the year 2013,before me,aNotary Public hi
and for the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president of Birch Power Company,the corporation that is the manager of St.Anthony Hydro
LLC,an Idaho limited liability company that executed the instrument or the person who executed
the Lnstrument on behalf of said limited liability company and acknowledged to me that such
limited liability company executed the same.
Notary Public in and for the State of Idaho
Residing at Idaho Falls
My commission expires:
_________
ACKNOWLEDGEMENT (GRANTEE)
STATE OF_______
ss.
COUNTY OF_______
On this —day of
_____________
In the year 2013,before me,a Notary Public in
and for the State of_______personally appeared
_______________,
known or identified to
me to be the
__________________________
ofthe corporation that executed the instrument or
the person who executed the instrument on behalfof said corporation,and acknowledged to me
that such corporation executed the same.
Notary Public in and for the State of_______
Residing at__________
My Commission expires
______________
PageS of 5
Non-Confidential Exhibit No.3
Page 67 of 105
t
N
Drw*ii 8y AU,Meridian Enlneerlng,Ir.
-Rocky MOUNTAINPR SCALE:llnchx5OFeet
C#WO 312353 This drawing should be used only as a representation of the location
Landowner Name:Pad5coi of the easements being conveyed.The exact tocation of all
structures,lines and appurtenances is subject to change within the
boundaries of the described easement area.
OW2T!2
EXHIBIT A
Non-Confidential Exhibit No.3
Page 68 of 105
Return to:
Rocky Mountain Power
Lisa Louder/PG
1407 West North Temple Ste.110
Salt Lake City,UI’84116
Project Name:St.Anthony IIydro
Project Tract Number:Easement 4/parcel 5
WO#:312353
RW#:20120193
RIGRT OF WAY EASEMENT
For value received,St.Anthony Uvdro LLC,(“Grantor”),hereby grants to
PaciflCorp,an Oregon Corporation,d/b/a Rocky Mountain Power its successors and
assigns,(“Grantee”),an easement for a right of way 60 feet in width,more or less,for the
construction,reconstruction,operation,maintenance,repair,replacement,enlargement,
and removal ofelectric power transmission,distribution and communication lines and all
necessary or desirable accessories and appurtenances thereto,including without
limitation:supporting towers,poles,props,guys and anchors,including guys and anchors
outside of the right of way;wires,fibers,cables and other conductors and conduits
therefore;and pads,transformers,switches,vaults and cabinets,along the general course
now located by Grantee on,over,or under the surface of the real property of Grantor in
Fremont County,State of Idaho more particularly described as follows and as more
particularly described and/or shown on Exhibit A attached hereto and by this reference
made a part hereof:
Legal Description:PARCELS:60 FI’POWER EASEMENT (4)
A 60 fOOT ELECTRICAL EASEMENT SITUATE N THE SWI/4NE1/4 OF
SECTION 1,TOWNSHIP 7 SOUTh RANGE 40 EAST,BOISE MERIDIAN,N
FREMONT COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS
FOLLOWS:BEGINNING AT A POINT 179028 FEET $.0°11 ‘36’E.AND 425.79
FEET N.$9°48’24”E.FROM THE NORTH QUARTER CORNER OF SAID SECTION
1,(NOTE:BASIS OF BEARING IS S.8904425’W ALONG THE QUARTER
SECTION LiNE BETWEEN THE FOUND MONUMENTS REPRESENTING THE
NORTH QUARTER CORNER AND NORTHWEST CORNER OF $Afl)SECTION 1),
SAD POINT IS ALSO 629 FEET N.89°48’24”E.ALONG THE NORTH BLOCK
LINE OF BLOCK 90 FROM THE NORTHWEST CORNER OF BLOCK 90,SAINT
ANTHONY TOWNSITE,AND RUNNING THENCE N.89°48’24”E.66.99 FEET;
THENCE S.26°35’40”E.78.03 fEET;THENCE 5.60°13 ‘55’W.60.09 FEET;THENCE
N.26°35’40”W.111.15 FEET TO THE POINT OF BEGINNING.THE ABOVE
DESCRIBED EASEMENT CONTAINS 5,675 SQUARE FEET N AREA,OR 0.130
ACRES,MORE OR LESS.
Page 1 al’S
Non-Confidential Exhibit No.3
Page 69 of 105
Assessor Parcel No.RPSOJ73O9000IA
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes for which this easement has
been granted;and together with the present and (without payment therefore)the future
right to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facilities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or material of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricultural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other purposes not inconsistent,as determined by Grantee,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the casement area caused by
Grante&s use.Grantee shall be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee,its successors and assigns,will not make or allow to be made any use ofthe
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair of Grantor’s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting ofthis Easement.
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage of flammable and hazardous materials or refueling of vehiclelequipment is
prohibited within the easement area.At no time shall Grantee place any equipment or
materials of any kind that creates a material risk of endangering Grantor’s facilities,or that
may pose a risk to human safety.Grantee’s use of the casement area shall comply with
OSHA and National Electric Safety Code Clearance Standards.
Grantee shall not cause any obstruction to Grantor’s use of the easement area
including but not limited to use ofexisting roads or access areas to Grantor’s facilities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condition for the benefit of Grantee.Any maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself,its successors,assigns and invitees the right to enter upon or
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
unreasonably interfere with Grantee’s uses of the casement area pursuant to this
Basement.
Page2of5
Non-Confidential Exhibit No.3
Page 70 of 105
Release and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
oi risk and agrees to indemnify,defend and hold harmless Grantor and Grantor’s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties”)for,from and against all liabilities,claims,damages,losses,suits,
judgments,causes of action,Liens,fines,penaLties,costs,and expenses (including,but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of caused by,or
resulting from (in whole or in part),(i)the breach by Grantee of any provision of this
agreement,(II)Grantee’s use and occupation of the easement area,or (iii)any act or
omission of Grantee,any independent contractor retained by Grantee,anyone directly or
indirectly emptoyed by them,or anyone authorized by Grantee to control or exercise control
over (hereinafter collectively referred to as “claims”),even if such claims arise from or are
attributed to the concurrent negligence of any of the Indemnified Parties.
(b)Grantee agrees to defend,indemnify and to bold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemnify,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affIliates
(collectively,“Indemnities”)from and against any losses,claims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty,interest,
court cost or legal fee incurred by the Tndcmnfties or any of them in the defense of the
same,arising in favor of any party,including governmental agencies or bodies,on
account of taxes,claims,liens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (I)pollution,contamination,or protection of the environment,and/or (ii)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Basement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Basement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
ownership rights in the easement area and to keep (I)the easement area from becoming
publicly dedicated,and (ii)others from obtaining any rights in the easement area.
Grantee accepts the easement area in its “AS TS”,“WHERE IS”condition,
‘WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
Page3of5
Non-Confidential Exhibit No.3
Page 71 of 705
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing)Grantor hereby disclaims (and Grantee hereby acknowledges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental condItions in,on,under,or around the easement area,
and any warranty of fitness of the easement area for a particular purpose.
The rights and oblIgations of the parties hereto shall be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent pennitted by law1 each ofthe parties hereto waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement.Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived,
Dated this
_______
day of ,201_.
IN WITNESS WHBREOF,Grantor and Grantee have each caused this Easement to be
duly executed as of the date first herein written.
GRANTOR GRANTEE
St.Anthony Hydro LLC,an Idaho PacifiCorp,an Oregon corporation
limited liability company
By Birch Power Company,Its Manager By:
By:____________________________Its:—
Ted S.Sorenson,President of Birch
Power Company Date:_
Date:_______________________________
Page 4 of 5
Non-Confidential Exhibit No.3
Page 72 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF IDAHO )
COUNTY OF BONNEVILLE )
On this
_____
day of ,in the year 20131 before me1 a Notary Public in
and for the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president ofBirch Power Company,the corporation that is the manager of St.Anthony Hydro
LLC,an Idaho limited liability company that executed the instrument or the person who executed
the instrument on behalf of said limited liability company and acknowledged to me that such
limited liability company executed the same.
Notary Public in and for the State of Idaho
Residing at Idaho Falls
My commission expires:
ACKNOWLEDGEMENT (GRANTEE)
STAThOF______
ss.
COUNTY Of_______
On this —day of ,in the year 2013,before me,a Notary Public in
and for the State of
_______.
personally appeared
________________
known or identified to
me to be the
_________________________of
the corporation that executed the instrument or
the person who executed the instrument on behalf of said corporation,and acknowledged to me
that such corporation executed the same.
Notary Public in and for the State of________
Residing at__________
My Commission expires
______________
Page5cf5
Non-Confidential Exhibit No.3
Page 73 of 105
t
N
Landowner Namec Paclflccp
Drewn 8y AU,Meddlan Englneedng,Ir
0W27112
frJ Föocy MOUNTAI
%OWER SCALE:1lnch5OFeet
CC#VV#3123 This drawing shouid be used only as a representation of the location
of the easements being conveyed.The exact location of all
structures,lines and appurtenances is subject to change within the
boundaries of the described easement area.
EXHIBIT A
Non-Confidential Exhibit No.3
Page 74 of 105
Return to:
Rocky Mountain Power
Lisa Louder/
1407 West North Temple Ste.110
Salt Lake City.UT $4116
Project Name;St Anthony Hydro
Project Tract Number:Easement 6/oarcel 2
WO#:312353
RW#:20120193
RIGHT OF WAY EASEMENT
for value received,St.Anthony Hydro,LLC,(“Grantor”),hereby grants to
?acifiCorp,an Oregon Corporation,d/bla Rocky Mountain Power its successors and
assigns,(“Grantee”),an easement for a right of way for the construction,reconstruction,
operation,maintenance,repair,replacement,enlargement,and removal of electric power
transmission,distribution and communication fines and all necessary or desirable
accessories and appurtenances thereto,including without limitation:supporting towers,
poles,props,guys and anchors,including guys and anchors outside of the right of way;
wires,fibers,cables and other conductors and conduits therefore;and pads,transformers,
switches,vaults and cabinets,along the general course now located by Grantee on,over,
or under the surface of the real property of Grantor in Eremont County,State of Idaho
more particularly described as follows and as more particularly described and/or abown
on Exhibit A attached hereto and by this reference made a part hereof:
Legal Description:POWER EASEMENT (6)PARCEL 2
AN ELECTRICAL EASEMENT SITUATE N THE SW1/4NE1/4 OF SECTION 1,
TOWNSHIP 7 SOUTH,RANGE 40 EAST,BOISE MERIDIAN,IN FREMONT
COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGiNNING AT A POINT 1591.48 FEET S.0°l 1 ‘36”E.AND 999.29 FEET
N.89°48’24”B.FROM WE NORTH QUARTER CORNER OF SAID SECTION 1,
(NOTE:BASIS Of BEARING IS S.$9°44’25’W ALONG THE QUARTER SECTION
LINE BETWEEN THE FOUND MONUMENTS REPRESENTiNG THE NORTH
QUARTER CORNER AND NORTHWEST CORNER Of SAID SECTION 1)SAID
PONT IS ALSO 24.30 FEET S.89°48’24”W.AND 118.80 FEET N.0°11’36”W.FROM
UIB SOUTHEAST BLOCK CORNER Of BLOCK 70,SAINT ANTHONY
TOWNSflE,AND RUNNING THENCE N.82°01’54”E.24.52 TO THE EAST BLOCK
LINE Of SAID BLOCK 70;THENCE 5.0°11 ‘36”E.4.32;THENCE N.87°50’09”W.
24.32 FEET TO THE POINT OF BEGINNING.THE ABOVE DESCRIBED
EASEMENT CONTAINS 52.45 SQUARE FEET IN AREA,OR 0.001 ACRES,MORE
ORLE$S.
Assessor Parcel No.RPSOI73O9000IA
Page 1 of5
Non-Confidential Exhibit No.3
Page 75 of 105
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes for which this easement has
been granted;and together with the present and (without payment therefore)the future
right to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facilities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or materiaL of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricultural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other purposes not inconsistent,as detennined by Grantee,,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the easement area caused by
Grantee’s use.Grantee shalt be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee,its successors and assigns,will not make or allow to be made any use of the
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair ofGrantor’s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting of this Easement.
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage offlamrnabk and hazardous materials or refueling ofvchiclIequipment is
prohibited within the easement area.At no time shall Grantee place any equipment or
materials of any kind that creates a material risk of endangering Grantor’s facilities,or that
may pose a risk to human safety.Grantee’s use of the easement area shall comply with
OSHA and National Electric Safety Code Clearance Standards.
Grantee shall not cause any obstruction to Grantor’s use of the easement area
incLuding but not limited to use of existing roads or access areas to Grantor’s facilities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condition for the benefit of Grantee.Any maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself,its successors,assigns and invitees the right to enter upon or
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
unreasonably interfere with Grantee’s uses of the easement area pursuant to this
Easement.
Page 2 of 5
Non-Confidential Exhibit No.3
Page 76 of 105
Release and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
own risk and agrees to indemnify,defend and hold harmless Grantor and Granto?s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties”)for,from and against all liabilities,claims,damages,losses,suits,
judgments,causes of action,liens,fines,penalties,costs,and expenses (including,but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of caused by,or
resulting from (in whole or in part),(i)the breach by Grantee of any provision of this
agreement,(ii)Grantee’s use and occupation of the easement area,(Hi)any act or
occurrence on the easement area,or (iv)any act or omission of Grantee,any independent
contractor retained by Grantee,anyone directly or indirectly empioyed by them,or anyone
authorized by Grantee to control or exercise control over (hereinafter collectively referred to
as “claims”),even if such claims arise from or are attributed to the concurrent negligence of
any ofthe Indemnified Parties.
fb)Grantee agrees to defend,indemnify and to hold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemnify,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affiliates
(collectively,“Indemnities”)from and against any losses,claims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty,interest,
court cost or legal fee incurred by the Indemnities or any of them in the defense of the
same,arising in favor of any party,including governmental agencies or bodies,on
account of taxes,claims,liens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (I)pollution,contamination,or protection of the environment,and/or (II)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Easement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general publIc or for any public purposes
whatsoever,ft being the intention of the parties hereto that this Easement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
ownership rights in the easement area and to keep (1)the easement area from becoming
publicly dedicated,and (ii)others from obtaining any rights in the easement area.
Page 3 of 5
Non-Confidential Exhibit No.3
Page 77 of 105
Grantee accepts the easement area in its “AS IS”,‘WHERE IS”condition,
“WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing,Grantor hereby disclaims (and Grantee hereby acknowledges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental conditions in,on,under,or around the easement area,
and any warranty of fitness of the easement area for a particular purpose.
The rights and obligations of the parties hereto shall be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent permitted by law,each ofthe parties hereto waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement.Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
1)ated this
_______
day of ,201_.
IN WITNESS WHEREOF,Grantor and Grantee have each caused this Easement to be
duly executed as of the date first herein written.
GRANTOR GRANTEE
St.Anthony Hydm LLC,an Idaho PaciflCorp,an Oregon corporation
limited liability company
By Birch Power Company,its Manager By:—
By:__________________________Its:—
Ted S.Sorenson,President of Birch
Power Company flate:_
Date:____________________________
Page 4 of 5
Non-Confidential Exhibit No.3
Page 78 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF IDAHO )
:ss.
COUNTY OF BONNEVILLE )
On this
____
day of ,in the year 2013,before me,a Notary Public in
and for the State ofIdaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president of Birch Power Company,the corporation that is the manager of St Anthony Hydro
LLC,an Idaho limited liability company that executed the instrument or the person who executed
the instrument on behalf of said limited liability company and acknowledged to me that such
limited liability company executed the same.
Notary Public in and for the State of Idaho
Residing at Idaho Falls
My commission expires:
__________
ACKNOWLEDGEMENT (GRANTEE)
STATE Of________
as.
COUNTY OF_______
On this —day of
_____________,
in the year 2013,before me,a Notary Public in
and for the State of -,personally appeared
________________
known or Identified to
me to be the
___________________________
ofthe corporation that executed the instrument or
the person who executed the instrument on behalf of said corparation,and acknowledged to me
that such corporation executed the same.
Notary Public in and for the State of_______
Residing at__________
My Commission expires
_______________
Page 5 of 5
Non-Confidential Exhibit No.3
Page 79 of 105
t
N
Lanchwner Nne:PBci1Icop
Drwri By:AU,Merkwi Engneeng,tnc
WR MNAPOWER SCALE:1ci,4OPet I
09127112
EXHIBIT A
CO#WD 312553 This drawing should be used only as a representation of the location
of the easements being conveyed.The exact location of all
structures,lines and appurtenances is subject to change within the
boundaries ot the described easement area.
Non-Confidential Exhibit No.3
Page 80 of 105
Return to:
Rocky Mountain Power
Lisa LouderiPG
1407 West North Temple Ste.110
Salt Lake City,UT 84116
Project Name:St.Anthony Rydro
Project Tract Number:Easement 7/parcelS
WO#:312353
RW#:20120193
RIGHT OF WAY OVERHANG EASEMENT
For value received,St Anthony Hydm LLC (“Granto?’),hereby grants to
PaciflCorp,an Oregon Corporation,d/b/a Rocky Mountain Power its successors and
assigns,(“Grantee”),an overhang easement for a right of way more or less,for the
construction,reconstruction,operation,maintenance,repair,replacement,enlargement,and
removal of electric power lines,transmission,distribution lines and communication lines
and alt necessary or desirable accessories and appurtenances thereto,along the general
course now located by Grantee on,over or under the suribec ofthe real property of Grantor
in Fremont County,State of Idaho,more particularly described as follows or as more
particularly described and/or shown on Exhibit(s)A attached hereto and by this reference
made a part hereof,and it being understood and agreed that no physical facilities shall be
constructed on or under Grantor’s property under the terms ofthis Right of Way overhang
easement:
POWER EASEMENT 7 PARCEL 7
AN ELECTRiCAL EASEMENT SITUATE iN THE $W1I4NEII4 OF SECTION 1,
TOWNSHIP 7 SOUTh,RANGE 40 EAST,BOISE MERiDIAN,IN FREMONT
COUNTY,JDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 1593.33 FEET S.0°I 1 ‘36”E.AND 1103.59 FEET
N.89°4$’24”E.FROM THE NORTH QUARTER CORNER OF SAID SECTION 1,
(NOTE:BASIS OF BEARING IS S.89°4425”W ALONG THE QUARTER SECTION
LINE BETWEEN THE FOUND MONUMENTS REPRESENTING THE NORTH
QUARTER CORNER AND NORTHWEST CORNER OF SAID SECTION 1),SAID
POINT IS ALSO 116.95 fEET N,0°11’36’W,ALONG THE WEST BLOCK LINE OF
BLOCK 69 FROM THE SOUTHWEST BLOCK CORNER OF BLOCK 69,SAINT
ANTHONY TOWN$ITE,AND RUNNING THENCE $.?7°47’I 9”E.4.91 FEET;
THENCE S.85°27’27”E,36.87 FEET;THENCE S.85°26’39”E.57.03 FEET;THENCE
S 87°l8’34”E 9 07 FEET;THENCE S 78°08’56”E 11 03 FEET;THENCE
8.11051 ‘04”W.5,00 FEET;ThENCE N.7$°0$’56”W.8.38 FEET;THENCE
Page lof5
Non-Confidential Exhibit No.3
Page 81 of 105
N.$5°26’58’W.109.35 FEET TO THE WEST BLOCK LINE OF SAID BLOCK 69;
THENCE N.0°1 1 ‘36”W.5.67 FEET TO THE PONT OF BEGINNING.
THE ABOVE DESCRIBED EASEMENT CONTAINS 595 SQUARE FEET IN AREA,
OR 0.014 ACRES,MORE OR LESS.
Assessor Parcel No.RPSO173O9000IA
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes for which this easement has
been granted;and together with the present and (without payment therefor)the future
right to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facitities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or material of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricultural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other purposes not inconsistent,as determined by Grantee,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the easement area caused by
Grantee’s use.Grantee shall be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee,its successors and assigns,will not make or allow to be made any use of the
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair of Grantor’s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting ofthis Easement
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage of flammable and hazardous materials or refacling ofvehicle/equipment is
prohibited within the easement area.At no time shall Grantee place any equipment or
materials of any kind that creates a material risk of endangering Grantor’s facilities,or that
may pose a risk to human safety Grantee’s use of the easement area shall comply with
OSHA and National Electric Safety Code Clearance Standards.
Grantee shall not cause any obstruction to Grantor’s use of the easement area
including but not limited to use of existing roads or access areas to Grantor’s facilities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condItion for the benefit of Grantee.Any maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself,its successors,assigns and invitees the right to enter upon or
Pge2of5
Non-Confidential Exhibit No.3
Page 82 of 105
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
unreasonably interfere with Grantee’s uses of the easement area pursuant to this
Easement.
Release and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
own risk and agrees to indemnifr,defend and hold harmless Grantor and Grantor’s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties”)for,from and against all liabilities,claims,damages,losses,suits,
judgments,causes of action,liens,fines,penalties,costs,and expenses (including,but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of,caused by,or
resulting from fin whole or in part),(1)the breach by Grantee of any provision of this
agreement,(ii)Grantee’s use and occupation of the easement area,or (iii)any act or
omission of Grantee,any Independent contractor retained by Grantee,anyone directly or
indirectly employed by them,or anyone authorized by Grantee to control or exercise control
over (hereinafter collectively referred to as “claims”),even if such claims arise from or are
attributed to the concurrent negligence ofany of the Indemnified Parties.
(b)Grantee agrees to defend,indemnifi and to hold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemni1’,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affiliates
(collectively,“Indemnities”)from and against any losses,cLaims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty,interest,
court cost or legal fee incurred by the Indemnities or any of them in the defense of the
same,arising in favor of any party,including governmental agencies or bodies,on
account of taxes,claims,liens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (1)pollution,contamination,or protection of the environment,and/or (ii)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Easement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Easement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
?age3of5
Non-Confidential Exhibit No.3
Page 83 of 105
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
oership rights in the easement area and to keep (1)the easement area from becoming
publicly dedicated,and (ii)others from obtaining any rights in the casement area,
Grantee accepts the easement area in its “AS IS”,“WHERE IS”condition,
“WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing,Grantor hereby disclaims (and Grantee hereby acknowledges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental conditions in,on,under,or around the easement area,
and any warranty of fitness ofthe easement area for a particular purpose.
The rights and obligations of the parties hereto shall be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent permitted by law,each of the parties hereto waives any right
it may have to a trial by jury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action in
which a jury trial cannot be or has not been waived.
Dated this
_______
day of ,201.
IN WITNESS WHEREOF,Grantor and Grantee have each caused this Easement to be
duly executed as of the date first herein written.
GRANTOR GRANTEE
St.Anthony Hydro LLC,an Idaho PacifiCorp,an Oregon corporation
limited liabitity company
By Birch Power Company,its Manager By:—
By:__________________________Its:—
Ted S.Sorenson,President of Birch
Power Company Date:_
Date:_______________________________
Page 4ofS
Non-Confidential Exhibit No.3
Page 84 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF IDAHO )
ss.
COUNTY OF BONNEVILLE )
On this
_____
day of •in the year 2013,before me,a Notary Public in
and for the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president of Birch Power Company,the corporation that is the manager of St.Anthony Hydro
LLC,an Idaho limited liability company that executed the instrument or the person who executed
the instrument on behalf of said limited liability company and acknowledged to me that such
limited liability company executed the same.
Notary Public In and for the State ofIdaho
Residing at Idaho Fails
My commission expires;
ACKNOWLEDGEMENT (GRANTEE)
STATE OF_______
55.
COUNTY OF_______
On this —day of .In the year 2013,before me,a Notary Public In
and for the State of ,personally appeared
_______________
known or identified to
me to be the
__________________________of
the corporation that executed the instrument or
the person who executed the instrument on behalf of said corporation,and acknowledged to me
that such corporation executed the same.
Notary Public in and for the State of_______
Residing at
_____________
My Commission expires_______________
PageS of 5
Non-Confidential Exhibit No.3
Page 85 of 105
t
N
Draw1 By:AIJ,MerId1i Engineedrig,Inc.
ROCKY MOUNTAiNPOWER SCALE:llnch-4oFeat I
09/27/12
EXHIBITA
CC#VOt 31235 This drawing should be used only as a representation of the location
LndownerNme Pacmootp of the easements being conveyed.The exact location of all
structures,lines and appurtenances is subject to change within the
boundaries of the described easement area.
Non-Confidential Exhibit No.3
Page 66 of 105
Return to:
Rocky Mountain Power
Lisa Louder/
1407 West North Temple Ste.110
Salt Lake City,UT 84116
Project Name:St Anthony Hydro
Project Tract Number:Easement 8/parcel 1
WO#:312353
RW#:20120193
RIGHT OF WAY EASEMENT
For value received,St.Anthony Hvdro1 LLC (“Grantor”),hereby grants to
PaciflCorp,an Oregon Corporation,d/b/a Rocky Mountain Power its successors and
assigns,(“Grantee”),an easement for a right of way 5 feet in width,more or less,for the
construction,reconstruction,operation,maintenance,repair,replacement,enlargement,
and removaL of electric power transmission,distribution and communication lines and all
necessaly or desirabLe accessories and appurtenances thereto,including without
limitation:supporting towers,poles,props,guys and anchors,including guys and anchors
outside of the right of way;wires,fibers,cables and other conductors and conduits
therefore;and pads,transformers,switches,vaults and cabinets,along the general course
now located by Grantee on,over,or under the surface of the real property of Grantor in
Fremont County.State of Idaho more particularly described as follows and as more
particularly described and/or shown on Exhibit A attached hereto and by this reference
made a part hereof:
Legal Description:POWER EASEMENT (8)PARCEL 1
A 5 FOOT ELECTRICAL EASEMENT SITUATE IN THE SE1I4NEI/4 OF SECTION
1,TOWNSHIP 7 SOUTH,RANGE 40 EAST,BOISE MERIDIAN,IN FRBMONT
COUNTY,IDAHO,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGIIINNGAT A POINT 1627.07 FEET S.09 1’36”E.AND 1307.14 FEET
N.89°48’24”E,FROM THE NORTH QUARTER CORNER OF SAID SECTION 1,
(NOTE:BASIS OF BEARING IS S.89°44’25”W ALONG THE QUARTER SECTION
LINE BETWBEN THE FOUND MONUMENTS REPRESENTiNG THE NORTH
QUARTER CORNER AND NORTHWEST CORNER OF SAID SECTION 1),SAID
PONT IS ALSO 83.22 FEET N.0°1 l’36”W.AND 61.30 FEET S.89°4$’24”W.FROM
THE SOUTHEAST CORNER OF BLOCK 69,SAINT ANTHONY TOWNS ITE,AND
RUNNING THENCE S.73°32’29”E.7.16 FEET;THENCE S.29°15’53”E.92.$6 FEET
TO THE SOUTH BLOCK LINE Of SAID BLOCK 69;THENCE S,89°48’24’W.5.72
FEET;THENCE N.29°15’53’W.95.21 TO THE PONT OF BEGINNING.
THE ABOVE DESCRIBED EASEMENT CONTAINS 470.18 SQUARE FEET N
AREA,OR 0.011 ACRES,MORE OR LESS.
Assessor Parcel No.RP50173090001A
Page 1 of5
Non-Confidential Exhibit No.3
Page 67 of 105
Together with the right of access to the right of way from adjacent lands of
Grantor for all activities in connection with the purposes for which this casement has
been granted;and together with the present and (without payment therefore)the future
right to keep the right of way and adjacent lands clear of all brush,trees,timber,
structures,buildings and other hazards which might endanger Grantee’s facilities or
impede Grantee’s activities.
At no time shall Grantor place,use or permit any equipment or material of any
kind that exceeds twelve (12)feet in height,light any fires,place or store any flammable
materials (other than agricuLtural crops),on or within the boundaries of the right of way.
Subject to the foregoing limitations,the surface of the right of way may be used for
agricultural crops and other pwposes not inconsistent,as determined by Grantee,with the
purposes for which this easement has been granted.
Grantee shall promptly repair any damage to the easement area caused by
Grantee’s use,Grantee shall be responsible for any repairs,maintenance or improvements
to the easement area needed to accommodate Grantee’s vehicles,fixtures and equipment.
Grantee,its successors and assigns,will not make or allow to be made any use ofthe
Easement herein granted that is inconsistent with,or interferes in any manner with Grantor’s
operation,maintenance or repair ofGranto?s existing hydroelectric facility or any additional
facilities or improvements constructed after the granting ofthis Easement.
Grantee,its successors and assigns,will not use or permit to be used on said
Easement construction cranes or other equipment that violate OSHA and National Electrical
Safety Code Clearance Standards.Grantee shall not store materials within the easement
area.The storage of flammable and hazardous materials or refueling ofvehicle/equipment is
prohibited within the easement area.At no time shall Grantee place any equipment or
materials of any kind that creates a material risk of endangering Grantor’s facilitIes,or that
may pose a risk to human safety.Grantee’s use of the easement area shall comply with
OSHA and National Electric Safety Code Clearance Standards.
Grantee shalt not cause any obstruction to Grantor’s use of the easement area
including but not limited to use of existing roads or access areas to Grantor’s fbellities.
Grantor shall have no obligation to maintain the access within or to the Easement
or to keep the same in passable condition for the benefit of Grantee.Any maintenance
work performed by Grantee shall be at Grantee’s sole cost and expense.Grantor
expressly reserves to itself its successors,assigns and invitees the right to enter upon or
otherwise occupy and to continue to use the easement area for access to its hydroelectric
facility and the right to grant similar rights to others so long as such uses or rights do not
unreasonably interfere with Grantee’s uses of the easement area pursuant to this
Easement.
Page 2 of 5
Non-Confidential Exhibit No.3
Page 88 of 105
R1ease and Indemnification
(a)Grantee,its successors and assigns,shall use the easement area at its
own risk and agrees to indemnify,defend and hold harmless GrantoT and Grantor’s affiliated
companies,officers,directors,shareholders,agents,employees,successors and assigns,(the
“Indemnified Parties’)for,from and against all liabilities,claims,damages,losses,suits,
judgments,causes of action,liens,fines,penalties,costs,and expenses (including,but not
limited to,court costs,attorney’s fees,and costs of investigation),of any nature,kind of
description of any person or entity,directly or indirectly arising out of,caused by,or
resulting from (in whole or in part),(I)the breach by Grantee of any provision of this
agreement,(II)Grantee’s use and occupation of the easement area,or (lii)any act or
omission of Grantee,any independent contractor retained by Grantee,anyone directly or
indirectly employed by them,or anyone authorized by Grantee to control or exercise control
over (hereina11er collectively referred to as “claims’),even if such claims arise from or are
attributed to the concurrent negligence of any ofthe Indemnified Parties.
(b)Grantee agrees to defend,indemnify and to hold harmless Grantor
from any liability,claims and damage which may occur as a result of Grantee’s use of
this Easement.
Grantee shall use the easement area at its own risk and hereby releases and
forever discharges any claims,demands or causes of action it may have against Grantor,
its officers,directors,employees,subsidiaries and affiliates,arising out of Grantee’s use
of or activities on or around the easement area,except in the case of Grantor’s willful
misconduct or breach of this Agreement.In addition,except in the case of Grantor’s
willful misconduct or breach of this Agreement,Grantee shall protect,indemnify,defend,
and hold harmless Grantor,its officers,directors,employees,subsidiaries and affiliates
(collectively,“Indemnities”)from and against any losses,claims,liens,demands and
causes of action of every kind,including the amount of any judgment,penalty.interest,
court cost or legal fee incurred by the Indemnities or any of them in the defense of the
same,arising in favor of any party,incLuding governmental agencies or bodies,on
account of taxes,claims,liens,debts,personal injuries,death or damages to property,
violations of Environmental Laws and Regulations,and all other claims or demands of
every character arising directly or indirectly as a result of Grantee’s use of,entry onto,or
Grantee’s activities on or around Grantor’s land.For purposes of this Section
“Environmental Laws and Regulations”shall mean all present and future federal,state
and local laws and all rules,ordinances,and regulations promulgated thereunder,relating
to (I)pollution,contamination,or protection of the environment,and/or (ii)dangerous,
hazardous,prohibited,or regulated substances,materials,or products.
Nothing contained in this Easement shall be deemed to be a gift or dedication of
all or any portion of Grantor’s land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Easement be strictly
limited to the purposes expressed herein.Provided reasonable accommodations are
provided to allow Grantee’s continued use,Grantor hereby retains and reserves the right
to gate or otherwise close the access granted herein to the extent necessary to retain all
ownership rights in the easement area and to keep (1)the easement area from becoming
publicly dedicated,and (ii)others from obtaining any rights In the easement area.
Grantee accepts the easement area in its “AS IS”,“WHERE IS”condition,
“WI’fl{ALL FAULTS”.Grantor does not provide any warranties,guaranties or
Page3of5
Non-Confidential Exhibit No.3
Page 89 of 105
representations of any kind with respect to the easement area.Without limiting the
generality of the foregoing,Grantor hereby disclaims (and Grantee hereby acknow]edges
and agrees to such disclaimer)any warranties,guaranties or representations relating to
the physical condition of the easement area,the condition of title in and to the easement
area,any adverse environmental conditions in,on,under,or around the easement area,
and any warranty of fitness ofthe easement area for a particular purpose.
The rights and obligations of the parties hereto shal]be binding upon and shall
benefit their respective heirs,successors and assigns.
To the fullest extent permitted by law,each of the parties hereto waives any right
it may have to a trial byjury in respect of litigation directly or indirectly arising out of,
under or in connection with this agreement.Each party further waives any right to
consolidate any action in which a jury trial has been waived with any other action In
which ajury trial cannot be or has not been waived.
Dated this
_______
day of ,201,
TN WITNES$WHEREOF,Grantor and Grantee have each caused this Easement to be
duly executed as ofthe date first herein written.
GRANTOR GRANTEE
SL Anthony Hydro LLC,an Idaho PacifiCorp,an Oregon corporation
limited liability company
By Birch Power Company,its Manager By:—
By:____________________________Its:—
Ted S.Sorenson,President of Birch
Power Company Date:_
Date:_____________________________
Page 4 of 5
Non-Confidential Exhibit No.3
Page 90 of 105
ACKNOWLEDGEMENT (GRANTOR)
STATE OF IDAHO )
ss.
COUNTY OF BONNEVILLE )
On this
_____
day of •in the year 2013,before me,a Notary Public in
and for the State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be
the president of Birch Power Company,the corporation that is the manager of St.Anthony Hydro
LLC,an Idaho limited liability company that executed the Instrument or the person who executed
the instrument on behalf of said limited tiability company and acknowledged to me that such
limited liability company executed the same.
Notary Public in and for the State of Idaho
Residing at Idaho Falls
My commission expires:
ACKNOWLEDGEMENT (GRANTEE)
STATE Of_______
ss.
COUNTY OF_______
On this day of____________in the year 2013,before me,a Notary Public in
and for the State of
______
personally appeared
________________
lmown or Identified to
me to be the ofthe corporation that executed the instrument or
the person who executed the instrument on behalf of said corporation,and acknowledged to me
that such corporation executed the same.
Notary Public in and for the State of -
Residing at__________
My Commission expires____________
Page 5 of 5
a%Im%3,ç
.\
5 ELECTRICAL EASEMENT
Non-Confidential Exhibit No.3
Page 91 of 105
Property Description
Quarter SWB Quart NE Sectio I Tovbfp iN
1mige 40E,Boise Meridian
Comty:Fiout State:Idaho
Parce]Numb RPS0173090001A
t
N
69
I
I
PARCEL 1
I
L
WO12353
Landowner Name:Padfkxap
Drawn By:AU,Meildien Etiglneeiing,In
09127112
EXHIBIT A
This drawing should be used only as a representation of the location
of the easements being conveyed.The exact location of all
structures,lines and appurtenances Is subject to change within the
boundaries of the described easement area.
‘ROCKY MOUNTAiN
‘POWER SCALE:lit 30Feet I
t7
wawasvassaioovaowao*
31L1flfl
9Q1.JO6aöed
£°N1!qN3E!4UGPDUOD-UON
Non-Confidential Exhibit No.3
Page 93 of 105
WH4 RECORDED,RETURN TO:
Rocky Moimtain Poir
Proply Management Dept
Mn:Lisa Louder
1401 WeatNorthTemple1 Suite 110
SaltLakeCfty,Utah84116
Pe1 No.
File No.
ACCESS EASEMENT
For value received and other good and valuable consideration PACIFICORP,an
Oregon corporation,successor in interest to Utah Power &Light Company,whose address is 1407
West North Temple,Salt Lake City,Utah,84116 (“Grantor),hereby CONVEYS to St Anthony
Hydro LLC,an Idaho limited liability company,its successors-in-interest and assigns (“Grantee’,
a perpetual non-exclusive easement for a right-of-way for use of Grantor’s road in order to access
Grantee’s hydroelectric facility and appurtenances thereto over and across a certain parcel of real
property owned by Grantor (“Grantor’s Land”)located in Fremont County,State of Idaho,more
particularly described in ExhibIt “A’1,to the facilities located on property owned by Grantee
(“Grantee’s Land”)more particularly described in Exhibit “B.”The location of this Easement and
rights granted herein (the “Easement Area”)is more particularly described and shown on Exhibit“C,,.
This Easement and right-of-way is granted subject to the following conditions:
1.Purpose.The sole purpose of this Easement and use of the Easement Area is limited to
provide Grantee access to Grantee’s hydroelectric fkcility and appurtenances thereto,located on
Grantee’s Land.No other right to use Grantor’s Land is granted.This Easement is non-divisible and
non-apportionab]e.Grantee shall promptly repair any damage to the Easement Area caused by
Grantee’s use.Grantee shall be responsible for any repairs,maintenance or improvements to the
Easement Area needed to accommodate Grantee’s vehicles.
2.Grantee,its successors and assigns,will not make or allow to be made any use ofthe Easement
herein granted that is inconsistent with,or interferes In any manner with Grantor’s operation,maintenance
or repair of Grantor’s existing installations or any additional facilities or improvements constructed after
the granting of this Easement,including electric transmission and distribution circuits that cross over,
under or above the Grantor’s Land.
3.Grantee,its successors and assigns,will not use or permit to be used on said Easement
construction cranes or other equipment that violate OSHA and National Electric Safety Code Clearance
Standards.Grantee shall not store materials within the Easement Area.Grantee will not excavate within
fifty (50)feet of Grantor’s transmission structures.The storage offlammable and hazardous materials or
refueling of vehicle/equipment is prohibited within the Easement Area.At no time shall Grantee place
any equipment or materials of any kind that exceeds fifteen (15)feet in height,or that creates a material
risk of endangering Grantor’s facilities,or that may pose a risk to human safety.Grantee’s use of the
Easement Area shall comply with OSFIA and National Electric Safety Code Clearance Standards.
Page 1 of 10
NonConfidentiaI Exhibit No.3
Page 94 of 105
4.Grantee shall not place or allow to be placed any trees or other vegetation within the Easement
Area exceeding twelve (12)feet in height Grantee shall be responsible for removing any trees or
vegetation that exceeds the 12-foot limitation.
5.Grantee shall not cause any obstruction to Grantor’s use of the Easement Area including but
not limited to use of existing roads or access areas to Grantor’s facilities.Grantee shall provide notice to
Grantor for Grantor’s approval of planned closures or partial closures of access roads at least two (2)
weeks prior to commencement of any planned closures or partial closures.
6.In the event Grantee or its successor abandons the hydroelectric facility,this easement shall
terminate.Ceasing to operate the hydroelectric facility for a period exceeding six (6)months without
making efforts to repair or restore the facility to operational status may be used as non-conclusive
evidence of Grantee’s intent to abandon the hydroelectric facility.
7.Grantor shall have the right,at any time and from time to time,to cross and recross with
equipment,personnel,ovethead power lines or underground power lines and access roads,or perform any
activity that does not unreasonable interfere with the use granted herein,up the lands included with this
Easement herein conveyed by Grantor to Grantee.Grantor shall have no obligation to maintain the
roadways located on Property or to keep the same in passable condition for the benefit of Grantee.Any
work performed on roadways located on Property by Grantee shall be at Grantee’s sole cost and
expense.Grantor expressly reserves to itself,its successors,assigns and invitees the right to enter upon
or otherwise occupy and to continue to use the Easement Area for its electric utility operations and for
any future uses as deemed necessary or desirable by Grantor and the right to grant similar tights to
others so long as such uses or rights do not unreasonably interfere with Grantee’s uses of the Easement
Area pursuant to this Easement
S.Release and Indemnification
(a)Grantee,its successors and assigns,shall use the Easement Area at its own risk and
agrees to indemnify,defend and hold harmless Grantor and Grantor’s affiliated companies,officers,
directors,shareholders,agents,employees,successors and assigns,(the “Indemnified Parties”)for,from
and against all liabilities,claims,damages,losses,suits,judgments,causes ofaction,liens,fines,penalties,
costs,and expenses (including,but not limited to,court costs,attorney’s fees,and costs of investigation),
of any nature,kind of description of any person or entity,directly or indirectly arising out of,caused by,or
resulting from (in whole or in part),(I)the breach by Grantee of any provision of this agreement,(II)
Grantee’s use and occupation of the Basement Area,or (ill)any act or omission of Grantee,any
independent contractor retained by Grantee,anyone directly or indirectly employed by them,or anyone
authorized by Grantee to control or exercise control over (hereinafter collectively referred to as “claims”),
even if such claims arise from or are attributed to the concurrent negligence of any of the Indemnified
Parties.
(b)Grantee agrees to defend,indemniI’and to hold harmless Grantor from any
liability,claims and damage which may occur as a result of Grantee’s use of this Easement.
Grantee shall use the Easement Area at Its own risk and hereby releases and forever discharges any
claims,demands or causes of action it may have against Grantor,its officers,directors,employees,
subsidiaries and affiliates,arising out of Grantee’s use of or activities on or around the Easement Area,
except in the case of Grantor’s willful misconduct or breach ofthis Agreement.In addition,except in
the case of Grantor’s willful misconduct or breach of this Agreement,Grantee shall protect,
Page 2 of 10
Non-Confidential Exhibit No.3
Page 95 of 105
indemnifi,defend,and hold harmless Grantor,its officers,directors,employees,subsidiaries and
affiliates (collectively,“Indemnities”)from and against any losses,claims,liens,demands and causes
ofaction of every kind,including the amount of any judgment,penalty,interest,court cost or legal fee
incurred by the Indemnities or any of them in the defense of the same,arising in favor of any party,
including governmental agencies or bodies,on account oftaxes,claims,liens,debts,personal injuries,
death or damages to property,violations of Environmental Laws and Regulations,and all other claims
or demands of every character arising directly or indirectly as a result of Grantee’s use of,entry onto,
or Grantee’s activities on or around Grantor’s Land.For purposes of this Section 5,“Environmental
Laws and Regulations”shall mean all present and future federal,state and local laws and all rules,
ordinances,and regulations promulgated thereunder,relating to (1)pollution,contamination,or
protection of the environment,and/or (ii)dangerous,hazardous,prohibited,or regulated substances,
materials,or products.
9.Not a Public Dedication.Nothing contained in this Easement shall be deemed to be a gift or
dedication of all or any portion of Grantor’s Land for the general public or for any public purposes
whatsoever,it being the intention of the parties hereto that this Easement be strictly limited to the
purposes expressed herein.Provided reasonable accommodations are provided to allow Grantee’s
continued use,Grantor hereby retains and reserves the right to gate or otherwise close the access
granted herein to the extent necessary to retain all ownership rights in the Easement Area and to keep
(1)the Easement Area from becoming publicly dedicated,and (ii)others from obtaining any rights in
the Easement Area.
10.AS IS”Condition.Grantee accepts the Easement Area in its “AS 1$”,“WHERE IS”
condition,“WITH ALL FAULTS”.Grantor does not provide any warranties,guaranties or
representations of any kind with respect to the Easement Area.Without limiting the generality of the
foregoing,Grantor hereby disclaims (and Grantee hereby acknowledges and agrees to such disclaimer)
any warranties,guaranties or representations relating to the physical condition of the Easement Area,
the condition oftitle in and to the Easement Area,any adverse environmental conditions in,on,under,
or around the Easement Area,and any warranty of fitness of the Easement Area for a particular
purpose.
11.To the fullest extent permitted by law,each of the parties hereto waives any right it may
have to a trial by juzy in respect of litigation directly or indirectly arising out of,under or in connection
with this agreement.Each party further waives any right to consolidate any action in which a jury trial
has been waived with any other action In which a jury trial cannot be or has not been waived.
Page 3 of 10
Non-Confidential Exhibit No.3
Page 96 of 105
IN WITNESS WHEREOF,Grantor and Grantee have each caused this Easement to be duly executed
as ofthe date first herein written.
GRANTOR GRANTEE
PacifiCorp,an Oregon corporation St.Anthony Hydro LIC,an Idaho limited
liability company
By:
_________________________
By Birch Power Company,its Manager
Its:
_________________________
By:
___________________________
Date:_________________________________Its:Ted S.Sorenson,President of Birch Power
Company
Date:
____________________________________
Page 4 of 10
Non-Confidential Exhibit No.3
Page 97 of 105
ACKNOWLEDGEMENT (GRANTOR)
STAlE OP_________
ss.
COUNTY OF________
On this day of •in the year 2013,before me,a Notary Public in and for the State
of
___________,
personally appeared
________________,
known or identified to me to be the
___________________________
of the corporation that executed the instrument or the person who executed
the instrument on behalf of said corporation,and acknowledged to me that such corporation executed the same.
Notary Public in and for the State of
Residing at__________
My Commission expires
_______________
Page 5 of 10
Non-Confidential Exhibit No.3
Page 98 of 105
ACKNOWLEDGEMBNT (GRANTEE)
STATE Of IDAHO )
:ss.
COUNTY OF BONNEVILLE )
On this
_____
day of
_____________,
in the year 2013,before me,a Notary Public In and for the
State of Idaho,personally appeared Ted S.Sorenson,known or identified to me to be the president of Birch
Power Company,the corporation that Is the manager of St.Anthony Hydro LLC,an Idaho limited liability
company that executed the Instrument or the person who executed the Instrument on behalf of said limited
liability company and acknowledged to me that such limited liability company executed the same.
Notary Public in and for the State ofIdaho
Residing at Idaho Falls
My commission expires;______
Page 6 of 10
Non-Confidential Exhibit No.3
Page 99 of 105
EXHIBIT “A”
Grantor’s Land
A PARCEL Of LAND SITUATE EN THE SWII4NE1/4 Of SECTION 1,TOWNSHIP 7 SOUTH,
RANGE 40 EAST,BOISE MERIDIAN,N FREMONT COUNTY,IDAHO.THE BOUNDARIES
OF SAID PARCEL OF LAND ARE DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 1790.28 FEET 5.0°11 ‘36”E.AND 634.49 FEET N.$9°4824”E,FROM
THE NORTH QUARTER CORNER OF SAD SECTION 1,(NOTE:BASIS Of BEARING 1$
S.89°4425’W ALONG THE QUARTER SECTION LINE BETWEEN THE FOUND MONUMENTS
REPRESENTING THE NORTH QUARTER CORNER AND NORTHWEST CORNER OF SAID
SECTION 1)SAID POINT BEING N THE NORTH LiNE OF BLOCK 90,ST.ANTHONY
TOWN$1Th,AND RUNNING THENCE N.$9°4$’24”E.44.26 fEET ALONG THE NORTH
BLOCK LINE TO THE NORTHEAST CORNER Of SAID BLOCK 90;THENCE S.00°1 1 ‘36”E.
125.00 fEET;THENCE S.89°4$’24”W.264,84 FEET;THENCE N.77°22’38”E.18.21 FEET;
THENCE N.60°13 ‘55”E.161.52 FEET;THENCE N.49°41 ‘3 1”E.33.34 FEET;THENCE
N.C1 °26’SO”E 41.84 FEET TO THE PONT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 18,360 SQUARE FEET IN AREA,
OR 0.42 1 ACRES.MORE OR LESS.
And;
A PORTION OF LOT 11,AND BLOCK 90,ST.ANTHONY TOWNSJTE (NOW CITY OF ST.
ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE OFFICIAL PLAT THEREOF.
Page 7 of 10
Non-Confidential Exhibit No.3
Page 100 of 105
EXHIBIT r3i
Grantee’s Land
Lot I of St.Anthony Power Plant and Property Amending Lots 1 through 10 Block 90,Saint Anthony
Townsite Subdivision:
A PARCEL OF LAND SiTUATE IN THE SWII4NE1/4 OF SECTION 1,TOWNSHIP 7 SOUTH,
RANGE 40 EAST,BOISE MERIDIAN,N FEBMONT COUNTY,IDAHO.THE BOUNDARIES
OF SAID PARCEL OF LAND ARE DESCRIBED AS FOLLOWS:
BEGiNNING AT A POINT 1790.28 FEET S.0°1I ‘36”E.AND 413.91 FEET N.89°48’24”E.FROM
THE NORTH QUARTER CORNER OF SAID SECTION 1,(NOTE:BASIS Of BEARING IS
S.$9°44’25’W ALONG THE QUARTER SECTION LINE BETWEEN THE FOUND MONUMENTS
REPRESENTING THE NORTH QUARTER CORNER AND NORTHWEST CORNER OF SAID
SECTION 1)SAID POINT BEING THE NORTHWEST CORNER OF LOT 10,BLOCK 90,ST.
ANTHONY TOWNSJTE,AND RUNNING THENCE N.89°48’24”E.132.42 FEET ALONG THE
NORTH BLOCK LINE OF SAID BLOCK 90;THENCE S.0°Il’36”E 44.24 FEET;THENCE
N.53°4$’31”B.59.52 FEET;THENCE NA2°58’50”E.12.70 FEET TO A POINT iN THE NORTH
BLOCK LINE OF SAID BLOCK 90;THENCE N.89°48’24”E.31.32 FEET;THENCE
5.61 °26’50”W.41.84 FEET;TI-fENCE S.49°41 3 PW.33.34;THENCE S.60°1 3’55”W.161.52
fEET;THENCE S.77°22’38’W.18.21 FEET TO A POINT N THE WEST BLOCK LiNE OF SAD
BLOCK 90;THENCE N.00°1 1’36”W.125.00 fEET TO THE POINT OF BEGINNING.
THE ABOVE DESCRIBED PARCEL Of LAND CONTAINS 13,415 SQUARE FEET IN AREA,
OR 0.308 ACRES,MORE OR LESS.
And;
Parcel 4:THAT PORTION OF LAND LYING WEST OF THE CENTER OF 3RD WEST
STREET (PREVIOUSLY KNOWN AS SEVENTH STREEnI),ST.ANTHONY TOWNSITE
(NOW CITY OF ST.ANTHONY),FREMONT COUNTY,IDAHO,AS SHOWN ON THE
OFF GAL PLAT THEREOF,MORE PARTICULARLY DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT IN THE CENTER OF 3RD WEST STREET (PREVIOUSLY
KNOWN AS SEVENTH STREET)ON TEE SOUTH SIDE OF THE EGN CANAL AND
RUNNING THENCE S.300 PEET,MORE OR LESS,TO THE NORTH BANK OF THE
NORTH FORK OF SNAKE RIVER;THENCE NORTHWESTERLY ALONG THE SAID
NORTH BANK OF THE NORTH FORK OF SNAKE RIVER 275 FEET,MORE OR LESS;
THENCE NORTHEASTERLY 300 FEET,MORE OR LESS,TO TUE POINT OF
BEGINNING.
Page8oflo
Non-Confidential Exhibit No.3
Page 101 of 105
EXHIBIT “C”
Page 1 of2
Legal description ofthe Easement Area
A ROAD EASEMENT SITUATE IN THE SW1/4NE1/4 OF SECTION 1,TOWNSHIP 7 SOUTH,
RANGE 40 EAST,BOiSE MERIDIM’4,IN FREMONT COUNTY,IDAHO,MORE
PARTICULARLY DESCRIBED AS FOLLOWs:
BEGINNING AT A PONT 1915.2$FEET S.0°1 1’36’E.AND 413.91 FEET N.29°48’24”E.FROM
THE NORTH QUARTER CORNER Of SAID SECTION 1,(NOTE:BASIS OF BEARING IS
S.$9°44’25’W ALONG THE QUARTER SECTION LINE BETWEEN THE FOUND MONUMENTS
REPRESENTING THE NORTH QUARTER CORNER AND NORTHWEST CORNER OF SAID
SECTION 1),SAID PONT IS ALSO 125.00 FEET S.0°1 I ‘36”E.ALONG THE WEST BLOCK
LINE Of BLOCK 90 FROM THE NORTHWEST BLOCK CORNER Of BLOCK 90,SAINT
ANTHONY TOWNSLTE,AND RUNNING THENCE N.77°22’38”E.1821 FEET;THENCE
N.60°13’55”E.167.52 FEET;THENCENA9°41’31”E.33.34 FEET;THENCEN.61°26’SO”E,41,84
FEET OT THE NORTH BLOCK LiNE OF SAID BLOCK 90;THENCE N.89°48’24”B.4426 FEET
TO THE NORTHEAST BLOCK CORNER OF SAID BLOCK 90;THENCE S.0°11’36”E.6.08
FEET;THENCE S.60°08’IO”W.274.83 FEET;THENCE S.31°41’49”W.49.30 FEET TO THE
WEST BLOCK LINE OF SAID BLOCK 90;THENCE N.00°I 1’36’W.58.99 FEET TO THE PONT
OF BEGINNING.
THE ABOVE DESCRIBED PARCEL OF LAND CONTAINS 7,198 SQUARE FEET IN AREA,OR
0.165 ACRES,MORE OR LESS.
?age9ofl0
Non-Confidential Exhibit No.3
Page 102 of 105
ft.
N
k Fret
EXIUBIT “C”
Page2of2
cc,
EXHIBITA
__________________
crweye.Tho exact octian of I
E.rtç.stwctures.Jine and appwtenances s ibect K change within the
bowidare or the descnbe eaeeniern area.71
Page 10 of 10
Non-Confidential Exhibit No.3
Page 103 01105
5
Non-Confidential Exhibit No.3
Page 104 of 105
PAcIFICoRP ENERGYAOIVSIONO
F J,201_
MARK TALLMAN
Vice President,Renewable Resources
PacifiCorp Energy
525 NE Miltnomah,Suite 2000
Portland,Oregon 97232
[e-mail]
F
F
f
SUBJECT:SALE OF ST.ANTHONY HYDRO DEVELOPMENT
Dean
Sincerely,
Mark it Tailman
PacfflCorp Energy
1:
As you are aware,PaciflCorp intends to enter into a purchase and sale agreement (“Agreement”)
with St.Anthony Hydro LLC (“Buyer”),represented by Ted and Gayle Sorenson,pursuant to
which PacifiCorp is selling to Buyer the St.Anthony Hydro Development (“Development”).As
partofthesaIe,Pw -
-
p————1 —-————-—-.-
-i-—
If EBCI agrees to the foregoing terms,please obtain the signature of an authorized representative
of EBCIon the following page and return it toy attention at your earliest convenience.
Page 2
ACKNOWLEDGED AND AGREED:
By:
Name:
Non-Confidential Exhibit No.3
Page 105 of 105
Crype or Print)
(Signature)
Tide: