20151208Application.pdf

ROCKY MOUNTAIN
POWER
A OTV|S|ON OF PACTFTCORP
December 8,2015
VA OWRNIGHT DELIWRY
?8lI CIEC -8 AH 9' 57
uT r JI]ff il'* i*ili i t'' c t'
1407 W. North Temple, Suite 310
Salt Lake City, Utah 84116
Jean D. Jewell
Commission Secretary
Idaho Public Utilities Commission
472W. Washington
Boise,lD 83702
CASE NO. PAC-E.I5.15
IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE
ASSET PURCHASE AGREEMENT BETWEEN ROCKY MOT]NTAIN
POWER AND THE CITY OF IDAHO T'ALLS
Dear Ms. Jewell:
Enclosed for filing in the above mentioned matter are seven (7) copies of Rocky Mountain
Power and the city of Idaho Fall's Joint Application for approval of a Service Area Exception
Agreement.
Very truly yours,
Jt\fu (- ,Q,,,,'n-l .^,
Jeffrey K. Larsen
Vice President, Regulation
Enclosures
Daniel E. Solander (ISB# 8931)
Rocky Mountain Power
1407 W. North Temple, Suite 320
Salt Lake City, Utah 84116
Telephone: [phone]
Email: [e-mail]
Attorneyfor RoclE Mountain Power
IN THE MATTER OT'THE
APPLICATION FOR APPROVAL OF
THE ASSET PURCHASE
AGREEMENT BETWEEN ROCKY
MOTINTAIN POWER AND THE CITY
OF IDAHO FALLS
APPLICATION OF
ROCKY MOUNTAIN POWER
tr !:n {:^'l.r,i il' !'-li "i*tJr-i + i-r.-
'?nll fi[C -B AIt 9' 57
-r1 ,' i ,'i,L,i:.:_;U r.r-. -. -i,r
U] i'-i;i IS Cu*l;Y, ;i + ; 3ii
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
CASE NO. PAC-E.15-15
APPLICATION OF
ROCKY MOUNTAIN POWER
Rocky Mountain Power, a division of PacifiCorp (the "Company"), pursuant to
provisions of the Electric Stabilization Act, I.C. $ 6l-333 and I.C. $ 61-328, hereby makes
application to the Idaho Public Utilities Commission (ooCommission") for approval of the
Asset Purchase Agreement (o'Agreemeflt") , provided as an attachment to this Application,
between Rocky Mountain Power and the city of Idaho Falls, ("City"). This Agreement
provides for Idaho Falls to purchase certain electric facilities currently owned and utilized by
the Company to supply electric service to the Fielding cemetery, a City owned facility. In
support of this Application, Rocky Mountain Power states as follows:
1. Rocky Mountain Power, a division of PacifiCorp, an Oregon Corporation,
whose address is 1407 West North Temple, Suite 320 Salt Lake City, Utah 84116, is
authorized to do and is doing business in the state of Idaho. The Company provides retail
electric service to approximately 75,000 customers in the state and is subject to the
jurisdiction of the Commission. The Company's retail certificated service territory
Page 1
encompasses portions of Fremont, Madison, Teton, Clark, Jefferson, Lemhi, Oneida,
Bannock, Franklin, Caribou, Butte, Bingham, Bear Lake and Bonneville counties. Rocky
Mountain Power is a public utility in the state pursuant to ldaho Code $ 6l-129.
2. Idaho Falls, which is located in Bonneville County owns and operates an
electric power system within the municipal boundaries of the city for the convenience of its
citizens. The City's municipal service territory is surrounded by Rocky Mountain Power's
service territory. The Company currently provides electric service to one or more electric
customers located within the boundaries of the City and the City provides service to one or
more customers within the Company's service territory.
I. BACKGROUND
3. On August 26,2005 Rocky Mountain Power and the City entered into the
Idaho Falls Allocation Agreement, provided as an attachment to this Application, to reduce
duplication of service and promote stability in their respective service areas.
4. The Allocation Agreement specified that existing customers as of the date of
the agreement would continue to be served by their current electric supplier regardless of
which service territory the customer was located in.
5. The Allocation Agreement also specified that the Company would not provide
electric service to any new customers within the City's boundaries and the City would not
provide electric service to any new customers outside of its municipal boundaries.
6. The Allocation Agreement also provided for transfer of customer service
between the two parties as long as the customer being served provided a written transfer of
service request and the party who the customer's service was being transferred to agreed to
pay for lost revenues and any facilities utilized by the other party to serve that customer.
APPLICATION OF
ROCKY MOUNTAIN POWER
Page2
7. The Allocation Agreement provides for the transfer of a customer's electric
service from one utility to the other as long as the acquiring utility agrees to pay the utility
currently providing service just compensation for lost revenues and the distribution facilities
utilized to serve that customer. The Company and the City agreed that just compensation for
lost revenues would be an amount equal to 167 percent of the total of the respective
customer's electric bills from the prior twelve month period. In addition the acquiring utility
would purchase the poles, wires, cross anns, insulators, guys and other facilities no longer
needed or required by the other utility to service that customer.
8. In compliance with the terms of the Allocation Agreement, the Fielding
cemetery has provided a request in writing to transfer its electric service from the Company
to the City. The Company and the City have agreed to transfer service and the City has
agreed to pay 167 percent of the customer's previous twelve months electric bills in addition
to purchasing eight poles and approximately 2,500 feet of conductor from the Company.
II. REOUEST FOR SERVICE AREA EXEMPTION
9. Rocky Mountain Power and the city of Idaho Falls hereby jointly petition the
Commission for approval of the Asset Purchase Agreement, provided as an attachment to this
Application, and transfer of electric service, wherein Idaho Falls agrees to serve the load of
the Fielding cemetery in the municipal's service area, and pay the Company for the assets
transferred, as well as the revenue reimbursement, legal and transaction costs.
III. COMMUNICATION
Communications regarding this Application should be addressed to:
If to Rocky Mountain Power:
Ted Weston
Daniel E. Solander
APPLICATION OF
ROCKY MOI.INTAIN POWER
Page 3
1407 W. North Temple, Suite 330
Salt Lake City, Utah 84116
Telephone: (80 1 ) 220-2963
Fax: [phone]
Email : ted.weston@nacifi corp.com
daniel. solander@pacifi corp.com
If to the City of Idaho Falls:
Idaho Falls City Power
Janice Flowers
140 South Capital Avenue
Box 50220
Idaho Falls, Idaho 83405
In addition, the Company respectfully requests that all datarequests regarding this matter be
addressed to one or more of the following:
By e-mail (prefened):
By regular mail:
APPLICATION OF
ROCKY MOUNTAIN POWER
datareq uest@pacifi corp. com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
IV. MODIFIED PROCEDURE
10. The Company believes that a hearing is not necessary to consider the issues
presented herein and respectfully requests that this Application be processed under Modified
Procedure; i.e., by written submissions rather than by hearing. RP 201 et seq.If, however, the
Commission determines that a technical hearing is required, the Company stands ready for
immediate consideration of its Application and will present its testimony to support the
Application in such hearing.
Page 4
V. CONCLUSION
WHEREFORE, Rocky Mountain Power and the city of Idaho Falls respectfully
requests that the Commission: 1) process this Application under Modified Procedure; 2) issue
a final order approving the Asset Purchase Agreement; and 3) authorize the transfer of
electric service for Fielding cemetery between Rocky Mountain Power and the city of Idaho
Falls.
DATED this 8tr day of December, 2015.
Respectfully submitted,
Attorney for Rocky Mountain Power
APPLICATION OF
ROCKY MOUNTAIN POWER
Daniel E. Solander
Page 5
IDA}IO FALIS ALIOCATION AGREEMENT
THIS AGREEMENT is made md ente,red into this ?4lkdery of Augrut, 2005,by and
bctrrecn PacifiCorp, doing business as Utah Power & Light Company (?acifiCorp') and the
City of Idaho Falls CCity). In this Agrcemcn! PacifiCorp and City may be refcred to
individually as a'?arty'' and collectively as'?arties."
RECITALS
1. City owns aud operates an electric powcr system, and in addition to providiqg
electric serrrice to customcrs within the boundaries of the Clty, it prcsently
provides electric service to a numbcr of customcrs outside the mrmicipal
bormdarice ofthe City.
2. PacifiCorp op€rat€s as an electric corporation and public utility in the state of
Idaho, and in addition to scrving customers in the area surrounding Idaho palls, it
presentlyprovidcs elcctic serrrice to onc or more custom€rs locatcd within the
bormdaries ofthe City.
PacifiCorp and the City dcsirc to e,nter into an agrecment in accordance with
Idaho Code $ 6l-333, to rcftrce drrylioation of service and promote stability in
their respectivc scrrrice aneas.
AGREEMENT
Definitions. As used in this fureemc,nt the following t€rms shall bave the
respectivc meaningp set forth in this soction.
l.l 'Existing Customed'shall meao a customerthat, as of the date of this
Agreemc,nt has a senrice eirtrance tbrough which it rcceives Electric
Servic€ fiom PacifiCorp orthe Crty as the case maybe.
1.2 "Scryicc Entrance,"'Consurrcr,"'Electric Sctrricer" and'tlew Service
Entance" shall have the meanings set forth in Idaho Code $ 6l-332A.
The Existiag Customer(s) of the City located outside the mrmicipal boundarics of
the City will continue to bc served by the City, subject to Section 5.
Thc Existing Customer(s) ofPacifCorp located within the munieipal boudries
of the Crty will continue to be scrved by PacifiCorp, subject to Scctions s_and 6.
3.
l.
3.
IDAHO FALLS ALLOCATION AGREEMENT I
4. Notwithstandingtheprovisions of Idaho Code $ 6l-332C, PacifiCorp will not
providc Electric Service to a Ncw Scnrice entance within the mrmicipal
boundarics of the City, and the City will not provide Electic Scrvice to a New
Seirrice Entance outside its municipal boundaries.
5. Transfers of Customers
5.1 Thc City may pr,ovidc Elcctric Service to an Existiag Customer of
PacifiCorp baving a Service Entrancc within the boundaries of the City if
the customer requcsts in writing tbat the Cityprovidc such service and the
Crrypays PacifiCorp in accordmce with Section 7.
5.2 PacifiCorp may provide Electric Scrvicc to an Existing C\rstom€r of thc
City haviqg a Scrvice BnEance outsidc the bormdaries of the City if the
customer rcqucsts in writing that PacifiCorp psovide slch scrvicc aod
PacifiCorp pays the Clty itr accordancc with Soctiou 7.
5.3 St$ject to Section 6 aod occept as othcrwise provided in this Agree,ment
the City md PacifiC,orp mayprovido Electic Serr.ice to a Consumcr
prcviously or then receiviag Electric Servicc from the other only upon
mutual consart of the Consumer, and approval by the Idaho Public
Utilities Commission pursumt to Idaho Codc g 6l-3348.
5.4 Nothing in this Agrccmart shall be constnrod to affest the rights of any
Consmcr to petition the commission for relief under the Idaho Electric
Srryplier Stabilization Act (the *Act').
5.5 The Parties shall wort togcther in good faith to accomplish any Consumer
transf€r(O pursuail 16 this egeement.
6. Aonorations. In order to avoid duplication of electric facilities, rryon annexation
into the City of property ownod by a customcr of PacifiCorp, if thc City clects to
provide s€rvice to any custom€r within the annexed arpa, the City shall provide
Electric Serrrice to all clstomers qrirhin thc mncxed area, and shalt, prior to such
sericc, make payne,nt to PacifiCorp ofjnst compensation in accordance with
Section 7 hereof,
7. Palmcnts Upon Transfcr. If Electic Scrvice to a cugtomer is traosferr€d from the
City or PacifiCorp to the other (the "Acquiring Utiliy) pursuant to this
Agreemcn! thc Acquiring Utility shall pay the other Pafiyjnst comp€nsstion for
IDAHO FALLS ALLOCATION AGREEMENT 2
the disfiibution frcilities. The Parties agree that suc,h just coryensation shall be
det€rmind in accordance with the following.
(a) The Acquiring Utility will pay the other utility an amormt equal to 1670/o
of thc total of thc respoctivc customer's electric bills from the prior twelve
months.
(b) The Acquiring Utility will purchase, if no longer needed by the other
utility and requircd for new serrrice, poles, srinss, cnoss antrs, insulators,
gu),s and other facilities. The purchase pricc for such items wiU bc based
on tho curre,nt price lwels, adjustd for age and service ability.
Provideq howerrcr, thet if circumstances exist such that the foregoing
cannot reasonablybe applied to provide just compe,nsation, the Parties will
negotiate in gpod faith to arrive at a detcrmination of such just
compensation.
Term. This furcement is snbjcct to, and shall become efrective onlyupon
approval by the Commission. The duration of this Agreement shall be for Ten
(10) years; provide4 howwcr, that this Agree,mart shall bc cxtcnded
automatically for successive pcriods of Te,n (10) yeam upon the same terms and
conditions set forth in this Agfec,m€nt, uless one of thc Parties notifies thc other,
not lcss thm Sixty (60) days prior to the end of the initial, or mem,al term of the
inte,nt not to re,new the Agfeemqrt.
Breach: Non-Waiver. If cither Prtybreaches any provision ofthis egreement
the othcr Party shafl havc the right to terminate the Agreement at its sole optioq
and/or pursue its r€medies at law or equity. No waiver of any breach of this
esccmcnt shall constitute a waiver of auy other or subseguc,lrt brcach. If any
action is brought to cnforce this Agroement or any prcvision thereo{, to resoind
the same, to collect dmages for an alleged breach or for declarafioryjudgment
therc rmdcr, thc prevailing Party in such action shall be entitled to reasonablc
attonrey's fees.
Intesation- This Agrecment constitutes the eotire agree,ment betlvcen the Parties
regiarding the subject matter hereof and sh"[ srry€rscdc that c€rtain Idaho Falls
Allocation .q.grcemeot datcd lvlay 27, 20015.
E.
9.
10.
IDAHO FALLS ALLOCATION AGREEMENT 3
I l. Notice. Notice allowed or rcqufucd to be given urdsr this Agrecment nhall be
considercd grvcnby depositing suchnotice in the United States mail withpostage
prcpaid andproperly addressed to the Party. Notice shall be addrcssed to the
following addresses rmtil notice is give by the rcspective Paty of a diffcnelrt address:
Idaho Falls Power
140 S. Capital
Box 50220
Idaho Falls, Idaho 83405
PacifiCorp
dbaUtahPowcr& Light
Officc of General Counsel
825 NE Multnonah, Stc. 2000
Portlan( Oregon 97232
In consideration of the premiscs and thc t€rms and conditions of this Agroemeot
PacifiCorp agrees not to challcnge the City's legal authority to provide Electic
Sqnicc to thc Existing C\rstomcrs outsidc thcmunicipal boundaries of the City.
Howwer, nothing hthis AEFe€,m€Nrt shsll be construed as arecognition or
acknowledgemcot by PacffiCorp of the Crty's or auy othermuuicipality's
authority to providc Elcctric Servicc to custom€rs located bcpnd mrmicipal
bormdaries.
PACIFICORP
12.
diri^n_i.fuL-'ri..tjrttiS
ftfi5$
IDAHO FALLS ALLOGATION AGREEMENT 4
ASSET PURCHASE AGREEMENT
BETWEEN
ROCKY MOUNTAIN POWER
ANI)
CITY OF IDAHO FALLS,IDAIIO
This Asset Purchase Agreement (the "Agreement"), dated this day of
_2 2015 is between City of Idaho Falls, Idaho, a municipal corporation of the State of
Idaho d/b/a Idaho Falls Power, ("Buyer"); and Rocky Mountain Power an unincorporated
division of PacifiCorp, an Oregon corporation. Rocky Mountain Power and Buyer are
sometimes referred to collectively as "Parties" and individually as "Party."
WHEREAS, Rocky Mountain Power owns certain distribution assets located at 4800
South Yellowstone Highway, Idaho Falls, Bonneville County, Idaho and more particularly
described in Exhibit C, attached to this Agreement and incorporated herein.
WHEREAS, Buyer has agreed to purchase the distribution assets from Rocky
Mountain Power and Rocky Mountain Power hereby agrees to sell the distribution assets to
Buyer in accordance with and subject to all of the terms and conditions of sale as expressed
herein; and
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants and conditions set forth in this Agreement, the sufficiency of which is hereby mutually
acknowledged and accepted, the Parties hereto agree as follows:
l. Definitions.
For purposes of this Agreement, the following terms used herein but not otherwise
defined herein shall have the following meaning when used with initial capitalization, whether
singular or plural:
l.0l "Assets" means those distribution assets owned by Rocky Mountain Power, as set
forth in Exhibit A. A map showing the location of the Assets is affached as Exhibit C.
1.02 "Commission" means the Idaho Public Utilities Commission.
1.03 "Revenue Reimbursement Costs" means the amount equal to one hundred sixty
seven percent (167%) of the total of revenue for the prior twelve (12) months from each of the
customers transferred with the Assets and pursuant to this Agreement, as shown in Exhibit B and
previously agreed upon between the Parties in that certain Asset Allocation Agreement, dated
August 26,2005.
1.04 "Legal and Transaction Costs" means costs in additional to the total cost of the
Assets and incurred by Rocky Mountain Power in order to effectuate this transaction, as set forth
in Exhibit A.
Idaho Falls City
Asset Purchase Agreement
Page I of14
1.05 'oPurchase Price" means the total price Buyer will pay to Rocky Mountain Power
for (a) the Assets; (b) the Legal and Transaction Costs and (c) the Revenue Reimbursement
Costs pursuant to Section 2 of this Agreement.
1.06 "Transferred Customers" means the Customers that will be transferred to Idaho
Falls Power as a result of this transaction and whose meter numbers are listed in Exhibit B.
1.07 "Transfer Date" means the date upon which Rocky Mountain Power executes the
bill of sale for the Assets and all of the Transferred Customers shall become the customers of
Idaho Falls Power.
2. Sale and Purchase of Assets.
2.01 Assets to Be Sold. Subject to all of the terms and conditions of this Agreement,
Rocky Mountain Power agrees to sell and Buyer agrees to buy all of Rocky Mountain Power's
right, title and interest in the Assets.
2.02 Purchase Price. The Purchase Price shall be FORTY-SIX THOUSAND EIGHT
HLTNDRED TWENTY-ONE AND 611100 ($46,821.61).
2.03 Payment. The Purchase Price shall be paid to Rocky Mountain Power by Buyer
within fifteen (15) days of the date this Agreement is executed by both Parties; such payment
shall be by check.
2.04 Instruments of Conveyllnce and Transfer. Subject to the satisfaction of the
conditions precedent set forth in Section 8 of this Agreement, and pursuant to all of the terms and
conditions of this Agteement, Rocky Mountain Power shall execute and deliver to Buyer a bill of
sale to vest in Buyer good and marketable title to the Assets, subject to no security interests, liens
or encumbrances, and substantially in the form of the bill of sale attached hereto as Exhibit D.
2.05 Sales. Transfer. and Other Taxes. Any sales, excise, transfer, purchase, use, or
similar tax which may be payable by reason of the sale of all or a portion of the Assets shall be
borne and paid by Buyer.
3. Ownership: Separation and Transfer. Operation and Maintenance: Risk of Loss
3.01 Ownership. Rocky Mountain Power shall own the Assets until the Transfer Date.
3.02 Separation and Transfer. The Parties mutually agree upon the following
procedures for transferring possession and operation of the Assets: After the Transfer Date, the
Assets shall no longer be, or deemed to be, part of Rocky Mountain Power's electrical system.
Rocky Mountain Power will read its meters as of the Transfer Date and issue a final billing to the
Transferred Customers for any energy used, and any other charges that have accrued prior to the
Transfer date.
Idaho Falls City
Asset Purchase Agreement
Page2 of 14
3.03 Immediately upon the Transfer Date Buyer shall be responsible for the reliable
provision of electric service to, and all billings and collections from, the Transferred Customers
and for any and all maintenance obligations of the Assets.
3.04 Transfer of Customers. Rock Mountain Power shall relinquish electrical service
to all of its residents at I 1:59 a.m. Idaho Falls local time on the Transfer Date, or such other date
as mutually agreed to by the parties in writing. Rocky Mountain Power shall be obligated to
continue to provide service and entitled to receive payment from the sale and delivery of electric
service up to the Transfer Date and Buyer shall have the authority and the obligation to provide
electric service to the Transferred Customers and shall be entitled to receive payment from any
electric service from and after 12:00 p.m. Idaho Falls local time on the day after the Transfer
Date, unless otherwise agreed to by the Parties in writing. From and after the Transfer Date,
service to the Transferred Customers shall be provided by Buyer.
3.05 Operation and Maintenance: Risk of Loss. After the Transfer Date, Buyer shall
own and be solely responsible for the operation and maintenance of the Assets and risk of loss of
the Assets. Prior to the Transfer Date, Rocky Mountain Power shall be responsible for the
operation and maintenance of the Assets.
4. Representations and Warranties of Rockv Mountain Power.
Rocky Mountain Power represents and warrants as
4.01 Organization and Powers of Rocky Mountain Power. Rocky Mountain Power 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 the State of Idaho. Rocky Mountain Power has
all requisite power and authority to own the Assets.
4.02 Authority Relative to Agreement: Governmental Authorization. Rocky Mountain
Power has the power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly authorized and
constitutes the valid and binding obligation of Rocky Mountain Power 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 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. No declaration, filing or registration with, or notice to, or authorization, consent or
approval of, any governmental or regulatory body or authority is necessary for the execution and
delivery of this Agreement by Rocky Mountain Power or the consummation by Rocky Mountain
Power of the transactions contemplated by this Agreement, provided that Rocky Mountain
Power makes no representation or warranty with respect to approvals which may be required
from the Idaho Public Utilities Commission or the Federal Energy Regulatory Commission.
4.03 Non-Contravention: Approvals. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate, conflict with or
result in a breach of any provision of, or constitute a def,ault under, or result in the termination of
any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation
ldaho Falls City
Asset Purchase Agreement
Page 3 of 14
or agreement of any kind to which Rocky Mountain Power is now a Party or by which any of its
assets may be bound or affected.
4.04 Title to the Assets. Rocky Mountain Power has good and marketable title to the
Assets free and clear of all liens, mortgages, pledges, claims, charges, security interests or other
encumbrances.
4.05 Condition of Assets. The Assets will be sold to Buyer "AS IS, WHERE IS."
Rocky Mountain Power hereby disclaims and excludes herefrom, (a) any express or implied
representation or waffanty as to the value, condition, design, operation, or quality of the
materials or workmanship in, or any defects in, the Assets, (b) any express or implied warranty
of merchantability or fitness for use or for a particular purpose, or (c) any express or implied
representation, guarantee, obligation, liability or warranty of Rocky Mountain Power, express or
implied, of any kind, arising by law or from course of performance, course of dealing, or usage
of trade.
5. Representations and Warranties of Buyer.
Buyer represents and warrants as follows:
5.01 Organization and Powers of Buyer. Buyer is duly qualified to do business in the
State of Idaho. Buyer has all requisite power and authority to own the Assets.
5.02 Authority Relative to Agreement: Governmental Authorization. Buyer has the
power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly authorized 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 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. No declaration, filing
or registration with, or notice to, or authorization, consent or approval of, any governmental or
regulatory body or authority is necessary for the execution and delivery of this Agreement by
Buyer or the consummation by Buyer of the transactions contemplated by this Agreement,
provided that Buyer makes no representation or warranty with respect to approvals which may be
required from the Idaho Public Utilities Commission or the Federal Energy Regulatory
Commission.
5.03 Non-Contravention: Approvals. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate, conflict with or
result in a breach of any provision of, or constitute a default under, or result in the termination 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.
5.04 Condition of Assets. The Assets will be purchased by Buyer "AS IS, WHERE
IS." Buyer acknowledges that Rocky Mountain Power disclaims and excludes herefrom, (a) any
Idaho Falls City
Asset Purchase Agreement
Page 4 of l4
express or implied representation or waffanty as to the value, condition, design, operation, or
quality of the materials or workmanship in, or any defects in, the Assets, (b) any express or
implied warranty of merchantability or fitness for use or for a particular purpose, or (c) any
express or implied representation, guarantee, obligation, liability or warranty of Rocky Mountain
Power, express or implied, of any kind, arising by law or from course of performance, course of
dealing, or usage oftrade.
6. Covenants of Rocky Mountain Power.
Rocky Mountain Power covenants and agrees as follows:
6.01 Conduct of Business. Rocky Mountain Power shall own and operate the Assets
for the time periods set forth in Section 3 of this Agreement in accordance with its past practices
and shall engage in no material transactions relating to the Assets out of the ordinary course of
business, including entering into any contract or financing arrangement that limits Rocky
Mountain Power's ability to sell the Assets to Buyer.
6.02 Insurance. Until the Transfer Date, Rocky Mountain Power shall continue to
self-insure or carry insurance currently in effect related to the Assets, adequate to insure the
Assets against loss or damage by fire and other risks, and public liability consistent with and in
accordance with its past practices.
6.03 Reasonable Efforts. Subject to the terms of this Agreement and fiduciary
obligations under applicable law, Rocky Mountain Power shall use commercially reasonable
efforts to effectuate the transactions contemplated by this Agreement and to fulfill all of the
conditions of the Parties' obligations under this Agreement and shall do all such acts and things
as reasonably may be required to carry out Rocky Mountain Power's obligations hereunder and
to complete the transaction contemplated by this Agreement.
6.04 Notification. Rocky Mountain Power will give Buyer prompt written notice of
any event, condition or fact arising prior to the Transfer Date that would cause any of its
representations and warranties in this Agreement to be untrue in any material respect.
6.05 Access to Assets. Until the Transfer Date, Rocky Mountain Power shall allow
Buyer and its authorized agents and representatives reasonable access to the Assets.
7. Covenants of Buyer.
Buyer covenants and agrees as follows:
7.01 Insurance. After the Transfer Date, Buyer shall carry insurance or liability
coverage adequate to insure the Assets against loss or damage by fire and other risks, and public
liability consistent with and in accordance with its past practices for like assets.
7.02 Reasonable Efforts. Subject to the terms of this Agreement and fiduciary
obligations under applicable law, Buyer shall use commercially reasonable effons to effectuate
the transactions contemplated by this Agreement and to fulfill all of the conditions of the Parties'
obligations under this Agreement and shall do all such acts and things as reasonably may be
Idaho Falls City
Asset Purchase Agreement
Page 5 of 14
required to carry out Buyer's obligations hereunder and to complete the transaction contemplated
by this Agreement.
7.03 Notification. Buyer will give Rocky Mountain Power prompt written notice of
any event, condition or fact arising prior to the Transfer Date that would cause any of its
representations and warranties in this Agreement to be untrue in any material respect.
7.04 Indemnity. Buyer shall defend, indemnify, and hold harmless Rocky Mountain
Power, its officers, directors, employees, and agents, from and against any and all liability, loss,
damage, claims, suit or cause of action arising out of or relating to Buyer's ownership, operation
or maintenance of the Assets. This obligation shall survive the termination of this Agreement
and completion of the transactions contemplated by this Agreement.
7.05 Riehts-of-way. Prior to the Transfer Date, Buyer shall independently obtain at
Buyer's own expense, all easements or other real property rights, licenses or permissions,
("rights-of-way") necessary for Buyer to lawfully operate and maintain the Assets as they
presently exist, and upon request, Buyer shall provide reasonably satisfactory evidence of having
done so to Rocky Mountain Power.
7.06 Ooeration. Maintenance. Repair. or Replacement of the Assets. Buyer has or will
affange for qualified personnel to operate, maintain, and repair the Assets, and will in no way
rely on Rocky Mountain Power for such services. Buyer has or is prepared to locate and procure
on its own behalf, replacement components, including transformers, in the event of failure of any
or all of the Assets at any time. Buyer takes full responsibility for the installation of such
replacement components.
8. Conditions Precedent: Bill of Sale.
All of the obligations of Rocky Mountain Power under this Agreement are subject to the
fulfillment, prior to and upon the Transfer Date, of each of the following conditions:
8.01 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 Transfer Date as fully as though such representations and warranties had been made on
and as of the Transfer Date, and as of the Transfer Date, Buyer shall have complied in all
material respects with all covenants made by it in this Agreement.
8.02 Litigation. At the Transfer Date, there shall not be in effect any order, decree, or
injunction of a court of competent jurisdiction restraining, enjoining, or prohibiting the
consummation of the transactions contemplated by this Agreement (each Party hereby agreeing
to use its reasonable efforts, including reasonable 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 regulation shall have been enacted, by any state or federal government or
governmental agency in the United States which would prevent the consummation of such
transactions.
Idaho Falls City
Asset Purchase Agreement
Page 6 of 14
Additionally, Rocky Mountain Power's obligation to transfer title to the Assets to Buyer
by providing Buyer with the bill of sale contemplated herein shall be contingent upon the
following:
8.03 Payment of Purchase Price. Buyer shall have paid to Rocky Mountain Power the
Purchase Price.
8.04 Rights-of-way. Buyer shall have provided to Rocky Mountain Power the
evidence of necessary rights-of-way provided for in Section 7.05 of this Agreement.
9. Survival of Representations and Warranties.
All representations and warranties of the Parties, and all liability therefor, shall survive
for a period of one year past the Transfer Date, at which time the obligations under this
agreement shall cease and expire. Notwithstanding the forgoing, obligations under Section 7.04
of this Agreement shall continue indefinitely.
10. Termination.
10.01 Termination. This Agreement may be terminated and abandoned at any time
prior to the Transfer Date if:
(a) The Parties agree in writing to terminate this Agreement by mutual consent; or
(b) Buyer delivers a written notice to Rocky Mountain Power to the effect that
Rocky Mountain Power has defaulted in a material respect under one or more of its covenants
and agreements contained herein (which shall be specified in detail in such notice), and such
condition or conditions have not been satisfied or such default or defaults have not been
remedied (or waived by Buyer) within thirty (30) days after the date such notice is delivered by
Buyer to Rocky Mountain Power; or
(c) Rocky Mountain Power delivers a wriffen notice to Buyer to the effect
that Buyer has defaulted in a material respect under one or more of its covenants and agreements
contained herein (which shall be specified in detail in such notice), and such condition or
conditions have not been satisfied or such default or defaults have not been remedied (or waived
by Rocky Mountain Power) within thirty (30) days after the date such notice is delivered by
Rocky Mountain Power to Buyer; or
(d) The Transfer Date shall not have occurred on or before November 16,2015 or
such later date to which the term of this Agreement may be extended pursuant to mutual
agreement of the Parties, provided that one of the Parties gives notice to the other so terminating
this Agreement and that the Party seeking such termination has not defaulted in a manner
responsible for delaying the Transfer Date past January 31,2016.
10.02 Effect of Termination. Except where specific terms and conditions of this
Agreement provide that such terms and conditions survive termination of this Agreement, any
termination pursuant to this Section l0 shall relieve both Parties hereto of their obligations set
Idaho Falls City
Asset Purchase Agreement
Page 7 of 14
forth herein, and any such termination constitutes a failure of the conditions to the obligations of
the Parties to implement this Agreement, except that nothing herein will relieve any Party from
liability for any breach of this Agreement.
11. Assienment.
Neither Party may assign its rights under this Agreement to any third party without the
written consent of the other Party.
12. Jurisdiction of Regulatory Authorities
In the event that the Commission or any other state, federal, or municipal authority
determines that any provision of this Agreement conflicts with or is in violation of applicable
Iaw, or issues any rules, regulations, or orders which require Rocky Mountain Power to alter or
amend any of the provisions of this Agreement or to terminate this Agreement, or that otherwise
preclude or materially interfere with or rescind the transfer of assets contemplated herein, this
Agreement automatically shall be amended to comply with such determination, amendment, rule,
regulation or order; or, if so ordered, this Agreement shall terminate without effecting transfer of
the Assets to Buyer, or the Assets and the purchase price shall be returned if transfer has already
occurred; and in any of the foregoing events, Rocky Mountain Power shall not be liable to Buyer
for damages or losses of any kind whatsoever, including consequential damages, which Buyer
may sustain as a result of such determination, amendment, rule, regulation, or order, or
modification or termination of this transaction, and Buyer shall pay all Disconnect Costs incurred
by Rocky Mountain Power, or irrevocably committed to, on or before the date of any such
regulatory action.
13. Miscellaneous.
13.01 Amendment. This Agreement may be amended only by an instrument in writing
executed by the Parties which expressly refers to this Agreement and states that it is an
amendment hereto.
13.02 Section and Paraeraph Headings. The Section and Subsection headings contained
in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
13.03 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.
13.04 Jury Waiver. To the fullest extent permitted by law, each of the Parties 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.
Idaho Falls City
Asset Purchase Agreement
Page 8 of 14
13.04 Limitation of Remedies. UNDERNO CIRCUMSTANCES SHALL EITffiR
PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITTVE, SPECIAL,
TNDIRECT OR TNCIDENTAL DAMAGES OR ECONOMIC LOSSES ARISING OUT OF
ANY CLAIM, DEMAND, OR ACTION BROUGHT WITH RESPECT TO THTS
AGREEMENT.
13.05 Notices. All notices, requests, demands, and other communications given by
Buyer or Rocky Mountain Power shall be in writing and shall be deemed to have been duly
given when telecopied, when delivered personally in writing or when deposited into the United
States mail, to the following addresses:
If to Rocky Mountain Power: Rocky Mountain Power
Aaron Gibson
70 North 200 East
American Fork, Utah 84003
With a copy to: Rocky Mountain Power
Office of General Counsel
1407 N. West Temple Suite 320
Salt Lake City, Utah 84116
If to Buyer: Idaho Falls City Power
Jackie Flowers
140 South Capital Avenue
Box 50220
Idaho Falls, ID 83405
or to such other address as Buyer or Rocky Mountain Power may designate in writing.
13.06 Integrated Asreement. This Agreement, when executed, constitutes the entire
agreement between the Parties hereto with respect to the Assets defined in this Agreement, and
supersedes and negates all prior line extension agreements and understandings, oral and written,
between the Parties hereto with respect to the Assets.
13.07 Counterparts. This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and which shall constitute one and the same
instrument.
Idaho Falls City
Asset Purchase Agreement
Page 9 of 14
Name: Rebecca Casper
Title: Mayor, Idaho Falls
IN WITNESS WI{EREOF, the Parties have signed this Agreement as of the date
first above written.
IDAHO FALLS POWER ROCKY MOUNTAIN POWER
By:By:
Name: R. Jeff Richards
Title: Vice President and General Counsel
Idaho Falls City
Asset Purchase Agreement
Page l0 of 14
Asset Description
EXHIBIT A
DESCRIPTION OF ASSETS
Property Valuation
Sale in Place - Distribution Facilities
For: Proposed Sale in Place,ldaho Falls, ldaho
Asset Valuation
FERC
ACCOUNT Vintase QUANTITY UNIT
Sales
Price
pole wood, 35 ft. cl 4
pole wood, 40 ft cl 3
pole wood,35 ft. cl 4
pole wood, 30 ft. cl 5
pole wood,45 ft. cl3
pole wood,45 ft. cl3
pole wood,45 ft. cl3
pole wood,45 ft. cl3
conductor,cu #5
conductor,cu #5
conductor,cu #6
ovh secondary cable, #2 TX
conductor, cu #5
conductor, #1/0 quad
conductor, #2aaac
conductor, #2aaac
conductor, #2aaac
conduit, 2" schedule 40 PVC
conduit, 3" schedule 40 PVC
conductor,4/0 tx
conductor, U0 quad urd
xfmr,pole,2S,7.2
xfmr, pole, t0,7.2
xfmr, pole, 25, 7 .2, 277 / 480
xfmr, pole, 25, 7 .2, 277 / 480
Total
Idaho Falls City
Asset Purchase Agreemenl
Page ll of14
364
364
364
364
364
364
364
364
365
365
36s
355
365
36s
36s
365
365
366
355
367
367
368
368
368
368
1958
1994
1968
1968
2003
2003
2003
2003
1968
1968
1968
1968
1968
2003
2003
2003
2003
L994
2003
t994
2003
1961
1951
2003
2003
1
1
7
1
1
1
1
1
240
155
396
135
403
30
301
30s
302
30
30
L32
135
1
1
3
3
$774
$1,237
$774
$435
$1,704
$1,704
$1,704
$'1,704
$196
$126
$323
$e7
$329
$22
$223
$226
$224
$170
$21 3
$101
$e2
$757
$689
$5,616
$5,616
___$49!q_
EXHIBIT B
12 Prior Months Electric Bills
ldaho Falls
Meter
August-15
July
June
May
April
March
February
January-15
December-L4
November
October
September
Tota!
Idaho Falls City
Asset Purchase Agreement
Page 12 of 14
6684pi070
54.40
51.84
s6.97
51.81
63.03
252.02
356.76
363.31
36L.70
395.27
L24.27
27.69
2,t69.O7
xL67%
6664370L
68.14
64.38
67.94
66.47
83.20
99.00
tLL.28
L42.27
L49.42
L36.27
63.51
68.75
L,L20.63
XL67o/o
56832894
7,236.05
L,257.77
7,L92.75
979.40
s83.s8
37.82
37.86
37.86
37.82
37.90
623.27
L.040.42
7,t02.50
xL67%
23589672
713.87
823.26
692.39
272.78
737.24
1.56
2,64t.L0
X L67o/o
Total
13,033.30
Total s--3,622.3s s--r,s2L45 llLEolJE l--4111064 zLJsE il
EXHIBIT C
t,elt
I
I
It
1It
li F
**--+I!
Idaho Falls City
Assct Purchase Agreement
Page 13 of14
SELLER:
BUYER:
EXHIBIT D
BILL OF SALE
ROCKY MOUNTAIN POWER
IDAHO FALLS
FOR VALUABLE CONSIDERATION totaling FORTY-NINE THOUSAND
THREE HUNDRED TWENTY-ONE AND 61/100 ($49,321.61), the receipt of which is
hereby acknowledged, Rocky Mountain Power ("Seller"), hereby grants, bargains, sells
and delivers to Idaho Falls Power ('oBuyer"), pursuant to an Asset Purchase Agreement
dated as of , all of its right, title, and interest in and to all
of the Assets listed on Exhibit A, attached to said Asset Purchase Agreement, and
presently in the possession of Seller.
THE ASSETS ARE SOLD AND DELIVERED TO BUYER "AS IS, WHERE IS."
ROCKY MOUNTAIN POWER HEREBY DISCLAIMS AND EXCLUDES
HEREFROM, (A) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS
TO THE VALUE, CONDITION, DESIGN, OPERATION, OR QUALITY OF THE
MATERIALS OR WORKMANSHIP IN, OR ANY DEFECTS [N, THE ASSETS, (B) ANY
EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR USE
OR FOR A PARTICULAR PURPOSE, OR (C) ANY EXPRESS OR IMPLIED
REPRESENTATION, GUARANTEE, OBLIGATION, LIABILITY OR WARRANTY OF
SELLER, EXPRESS OR IMPLIED, OF ANY KIND, ARISTNG BY LAW OR FROM COURSE
OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
DATED this _ day of _,2015.
Rocky Mountain Power
Name: R. Jeff Richards
Title: Vice President and General Counsel
Idaho Falls City
Asset Purchase Agreement
Page l4 of 14
By'