20181108Application.pdf

Y ROCKY MOUNTAIN
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1407 W. North Temple, Suite 330
Salt Lake City, Utah 8416
November 8,2018
VA OVERNIGHT DELIVERY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
472W. Washington
Boise,ID 83702
Re CASE NO. PAC-E-18-11
IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE
ASSET PURCHASE AGREEMENT ALONG YELLOWSTONE HIGHWAY
BETWEEN ROCKY MOUNTAIN POWER AND THE CITY OF IDAHO
FALLS
Dear Ms. Hanian
Enclosed for filing in the above mentioned matter are seven (7) copies of Rocky Mountain
Power's and the city of Idaho Fall's Joint Application for approval of the transfer of electric
service of customers along Yellowstone Highway as described in this Application.
Very truly yours,
lle
Vice President, Regulation
Enclosures
"^-...D
Daniel E. Solander (ISB# 8931)
Rocky Mountain Power
1407 W. North Temple, Suite 320
Salt Lake City, Utah 84116
Telephone: [phone]
Email: [e-mail]
Attorneys for RoclE Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
FOR APPROVAL OF THE ASSET
PURCHASE AGREEMENT ALONG
YELLOWSTONE HIGHWAY BETWEEN
ROCKY MOUNTAIN POWER AI\D THE
CITY OF IDAHO FALLS
CASE NO. PAC.E.18.11
APPLICATION OF
ROCKY MOUNTAIN POWER
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Rocky Mountain Power, a division of PacifiCorp (the o'Company"), pursuant to
provisions of the Electric Stabilization Act, I.C.$ 6l-333 and I.C. $ 6l-328, hereby makes
application to the Idaho Public Utilities Commission ("Commission") for approval of the Asset
Purchase Agreement ("Agreement") between Rocky Mountain Power ("Company") and the
City of ldaho 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
locations at or near Yellowstone Highway, Idaho Falls, Bonneville County, as more
particularly desuibed in the Agreement. In support of this Application, Rocky Mountain
Power states as follows:
l. Rocky Mountain Power, a division of PacifiCorp, or Oregon Corporation,
whose address is 1407 WestNorth Temple, Suite 320 Salt Lake City, Utah 841 16, is authorized
to do and is doing business in the state of Idaho. The Company provides retail electric service
to approximately 77,000 customers in the state and is sub.iect to the jurisdiction of the
APPLICATION OF
ROCKY MOUNTAIN POWER
Page I
Commission. The Company's retail certificated service territory 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 Idaho 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 October 9,2017, Rocky Mountain Power and the City entered into a Service
Allocation Agreement to reduce duplication of service and promote stability in their respective
service areas. 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 provides for the transfer of 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 the distribution facilities utilized to serye the transferred
customers along with lost revenues. 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
customers' electric bills from the prior twelve month period. In addition, the acquiring utility
APPLICATION OF
ROCKY MOUNTAIN POWER
Page2
would purchase the poles, wires, cross affns, insulators, guys and other facilities no longer
needed or required by the other utility to service the transferred customers.
6. The Agreement between the Company and the City allows the City to purchase
the facilities described in Exhibit A, transfer future electric service of 8 customers from the
Company to the City, and pay 167 percent of those customers' previous twelve months electric
bills, as summarized in Exhibit B.
II. REOUEST FOR SERVICE AREA EXEMPTION
7 . 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
customers described in Exhibit B to the Agreement, and pay the Company for the assets
transferred, as well as the revenue reimbursement, legal and transaction costs.
III. COMMUNICATION
8. Communications regarding this Application should be addressed to:
If to Rocky Mountain Power:
Ted Weston
Daniel E. Solander
1407 W. North Temple, Suite 330
Salt Lake City, Utah 84116
Telephone : [phone]
Fax: [phone]
Email : ted.weston@oacifi corp.com
daniel. solander@pacifi corp.com
If to the City of Idaho Falls:
Idaho Falls City Power
Bear Prairie
140 South Capital Avenue
Box 50220
Idaho Falls, Idaho 83405
APPLICATION OF
ROCKY MOUNTAIN POWER
Page 3
In addition, the Company respectfully requests that all data requests regarding this matter be
addressed to one or more of the following:
IV. MODIFIED PROCEDURE
9. 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.
V. CONCLUSION
WHEREFORE, Rocky Mountain Power and the city of Idaho Falls respectfully
requests that the Commission: l) 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 the customers located on Yellowstone Highway as described in Exhibit B to the
Agreement between Rocky Mountain Power and the city of Idaho Falls.
By e-mail (preferred)
By regular mail
APPLICATION OF
ROCKY MOI-INTATN POWER
datarequest@pacifi corp.com
Data Request Response Center
PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232
Page 4
DATED this 8s day of November,20l8.
APPLICATION OF
ROCKY MOI.INTAIN POWER
Respectfully submitted,
By TC 4,fih
Daniel E. Solander
Attorney for Rocky Mountain Power
Page 5
ATTACHMENTA
ASSET PURCHASE AGREEMENT
BETWEEN
ROCKY MOT]NTAIN POWER
AND
CITY OF IDAHO FALLS,IDAHO
This Asset Purchase Agreement (the "Agreement"), dated this _ day of
20_is between the City of Idaho Falls, Idaho, a municipal corporation of the State
of Idaho d/b/a Idaho Falls Power, ("Buyer"); and PacifiCorp, an Oregon corporation doing business
in Idaho as Rocky Mountain Power ("Rocky Mountain Power"). Rocky Mountain Power and Buyer
are sometimes referred to collectively as "Parties" and individually as "Party."
WHEREAS, Rocky Mountain Power owns certain Assets located in Idaho Falls; and
WHEREAS, Buyer has agreed to purchase the Assets from Rocky Mountain Power
and Rocky Mountain Power hereby agtrees to sell the Assets to Buyer in accordance with and
subject to all of the terms and conditions of sale as expressed herein, and in accordance with the
Service Allocation Agreement entered into by Rocky Mountain Power and Buyer, dated October 9,
2017, and, approved by the Idaho Public Utilities Commission on December 5,2017; 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:
I. Definitions
For purposes of this Agreement, the following telms used herein but not otherwise defined
herein shall have the following meaning when used with initial capitalization, whether singular or
plural:
l.l "Assets" means those assets owned by Rocky Mountain Power, as set forth in
Exhibit A. A map showing the location ofthe Assets is attached as Exhibit C.
1.2 "Comrnission" means the Idaho Public Utilities Commission.
1.3 "Disconnect Costs" means Rocky Mountain Power's charges for disconnecting the
assets from the Rocky Mountain Power distribution feeder, and any additional related work
requested by Buyer.
1.4 "Purchase Price" means the price Buyer will pay to Rocky Mountain Power in
exchange for the Assets, pursuant to Section 2 herein.
1.5 "Transfer Date" means the date upon which Rocky Mountain Power conveys to
Buyer the bill of sale for the Assets.
2. Sale and Purchase ofAssets.
2.1 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.
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Assct Puchasc Agrccmcnt Page I of 14
2.2 Purchase Price. The Purchase Price for the Assets shall be THIRTY-ONE
THOUSAND NINE HUNDRED THIRTY and FOUR DOLLARS ($31,934).
2.3 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.
2.4 Instruments of Conveyance and Transfer. Subject to the satisfaction ofthe
conditions precedent set forth in Section 8 below, and pursuant to all ofthe terms and conditions of
this Agreement, 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 unexecuted bill of sale attached hereto as Exhibit
D.
2.5 Proration ofPersonal Property Taxes. Personal property taxes, ifapplicable, shall be
prorated between Rocky Mountain Power and Buyer as of the Transfer Date based upon days of
ownership in the tax year in which the Transfer Date occurs.
2.6 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: Disconnect Costs: Operation and Maintenance: Risk of Loss
3.1 Ownership. Rocky Mountain Power shall own the Assets until the Transfer Date.
3.2 Operation and Maintenance: Risk of Loss. After the Transfer Date, Buyer shall own
and be solely responsible for the operation and maintenance ofthe Assets and risk of loss of the
Assets. Prior to the transfer date, Rocky Mountain Power shall be responsible for the opexation and
maintenance of the Assets. For the life of the Assets, Buyer shall at all times operate and maintain
the Assets in accordance with prudent utility practice.
3.3 Disconnect Costs. Buyer shall pay Rocky Mountain Power all Disconnect Costs,
including materials, labor, and applicable overheads, for the installation, operation, and maintenance,
of all facilities that Rocky Mountain Power determines are reasonably necessary to separate the
connection between the Assets and Rocky Mountain Power's distribution system. Buyer shall
coordinate operations with Rocky Mountain Power to this end. Buyer may request that Rocky
Mountain Power perform additional work necessary to reconnect the Assets to Buyer's own
distribution feeder, and any such work perfonned shall be as specifically agreed by the Parties in a
separate written agreement, and the charges for such work shall be deemed Disconnect Costs for
purposes ofthis Agreement only.
4. Representations and Warranties of Rocky Mountain Power.
Rocky Mountain Power represents and warrants as follows:
4.1 Orsanization and Powers of Rockv Mountain Power. Rocky Mountain Power is an
Oregon corporation, duly organized and validly existing under the laws ofthe State of Oregon, and
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ns4 Purchasc Agrcmerit Page 2 of 14
is duly qualified to do business in the State of ldaho. Rocky Mountain Power has all requisite power
and authority to own the Assets.
4.2 Authority Relative to Aereement: 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 orregulatory body or authority is necessary forthe execution and delivery ofthis
Agreement by Rocky Mountain Power or the consummation by Rocky Mountain Power of the
transactions contemplated by this Agreernent, 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.
4.3 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 Rocky Mountain Power is now a Party or by which any of its
assets may be bound or affected.
4.4 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.
4.5 Condition of Assets. The Assets will be sold to Buyer "AS IS, WHERE IS." Rocky
Mountain Power hereby disclaims and excludes therefrom, (a) any express or implied representation
or warranty as to the value, condition, design, operation, or quality of the rnaterials 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 ofperformance, course ofdealing, orusage oftrade.
5. Representations and Warranties of Buver.
Buyer represents and warrants as follows
5.I Oreanization and Powers of Buver. Buyer is duly qualified to do business in the
State of Idaho. Buyer has all requisite power and authority to own the Assets.
5.2 Authority Relative to Aereement: Governmental Authorization. Buyer has the
power and authority to execute and deliver this Agreernent 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, rnoratorium or
similar laws affecting the enforcement of creditors' rights generally and except that the availability
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Aqqet Purchas€ Agrecm€nt Page 3 of 14
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 orthe Federal Enerry Regulatory Commission.
5.3 Non-Contravention: Approvals. The execution and delivery ofthis Agreement and
the consummation of the transactions contemplated hereby will not violate, conflictwith orresult 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 rnay be bound or affected.
5.4 Condition ofAssets. The Assets will be purchased by Buyer "AS IS, WHERE IS."
Buyer acknowledges that Rocky Mountain Power disclaims and excludes therefrom, (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 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.
6. Covenants of Rocky Mountain Power.
Rocky Mountain Power covenants and agrees as follows:
6.1 Conduct of Business. Rocky Mountain Power shall own and operate the Assets for
the time periods set forth in Section 3 herein in accordance u'ith its past practices and shall engage
in no material transactions relating to the Assets out ofthe 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,
6.2 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.
6.3 Reasonable Efforts. Subject to the tenns 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 Powe/s obligations hereunder and to complete the
transaction contemplated by this Agreement.
6.4 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.
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Assct Plllchase Agrccfllslt Pagc 4 of 14
6.5 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 ofBuver.
Buyer covenants and agrees as follows:
7 .l Conduct of Business. Prior to the Transfer Date, Buyer shall operate the Assets for
the time periods set forth in Section 3 herein in accordance with Rocky Mountain Power's
instructions, if any, and Rocky Mountain Power's past practices. Prior to the Transfer Date, Buyer
shall engage in no material transactions relating to the sale or disposition of the Assets in whole or
in part.
7.2 Insurance. After the Transfer Date, Buyer shall carry insurance 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.
7.3 Reasonable Efforts. Subject to the terms of this Agreement and fiduciary obligations
under applicable law, Buyer 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
Buyer's obligations hereunder and to complete the transaction contemplated by this Agreement.
7.4 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.
7.5 Access to Assets. Until the Transfer Date, Buyer shall allow Rocky Mountain
Power and its authorized agents and representatives reasonable access to the Assets.
'1.6 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.
7.7 Riehts-of-wav. 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 ofhaving
done so to Rocky Mountain Power.
7.8 Operation. Maintenance. Repair. orReplacement of the Assets. Buyer has orwill
arrange 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 tirne. Buyer takes full responsibility for the installation of such replacement
components.
8. Conditions Precedent: Bill of Sale.
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Asset Purchasc Agreement Page 5 of 14
All ofthe 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:
8.1 Representations. Warranties and Covenants ofBuver. 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.
8.2 Litiqation. At the Transfer Date, there shall not be in effect any order, decree, or
injunction of a court of competent jurisdiction restraining, enjoining, orprohibiting 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 govemmental agency in
the United States which would prevent the consummation of such transactions.
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:
8.3 Pavment ofPurchase Price. Buyer shall have paid to Rocky Mountain Power the
Purchase Price.
8.4 Rights-of-wav. Buyer shall have provided to Rocky Mountain Power the
evidence of necessary rights-of-way provided for in Section 7 .7 above.
8.5 Disconnect Costs. Buyer shall have paid to Rocky Mountain Power all of the
Disconnect Costs in accord with this Agreement and the terms of a separate agreement between the
Parties.
No later than thirty (30) days after the date upon which all of the conditions in
Sections 8.3 through 8.5 have been satisfied, Rocky Mountain Power shall convey to Buyer the
bill of sale for the Assets.
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 7.6 shall continue
indefinitely.
10. Termination.
l0.l Termination. This Agreement may be tenninated and abandoned at anytime
prior to the Transfer Date if:
(a) The Parties agree in writing to tenninate this Agreement by mutual consent; or
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Ass€t Puchase Agrecmcnt Page 6 of 14
(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 lnore 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 written 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 Decernber l, 2018, or
such later date to which the term of this Agreement may be extended pursuant to mutual agreement
of the Parties, provided that one ofthe 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 delalng
the Transfer Date past January 2,2019.
10.2 Effect of Termination. Except where specific terms and conditions of this Agreement
provide that such terms and conditions survive termination ofthis Agreementpny termination
pursuant to this Section 10 shall relieve both Parties hereto oftheir obligations set 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. Provided further, except in the case of termination by Buyer on account
of default by Rocky Mountain Power, Buyer shall pay all Disconnect Costs incurred by Rocky
Mountain Power, or irrevocably committed to, on or before the date of any such termination.
I 1. Assisnment
Neither Party may assign its rights under this Agreement to any third party without the
written consent ofthe 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 law,
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 rnaterially 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, orthe Assets and the purchase price shall be retumed 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 anykind whatsoever, including consequential damages, which Buyermay sustain as a
result of such detennination, 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.
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Asset Purchasc Agrecrncnt Page 7 of 14
13. Miscellaneous
13.1 Arnendment. 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.
13.2 Section and Parasraph Headinss. 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.
13.3 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.
13.4 Notices. All notices, requests, dernands, 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
Athr: Brent Dewsnup
Regional Business Manager
1569 West North Temple
Salt Lake Ciry, UT 84116
With a copy to:Rocky Mountain Power
Athr: Jim Hemann
Customer & Regulatory Liaison
825 NE Multromah, Suite 800
Portland, OR97232
If to Buyer:Idaho Falls Power
Attn: General Manager
PO Box 50220
140 S Capital Avenue
Idaho Falls, ID 83405
or to such other address as Buyer or Rocky Mountain Power may designate in writing.
13.5 Inteerated Aqreement. This Agreement, when executed, constitutes the entire
agreement between the Parties hereto, and supersedes and negates all prior line extension
agreements and understandings, oral and written, between the Parties hereto with respect to the
Assets.
13.6 Counterparts. This Agreement maybe executed intwo counterparts, each of which
shall for all purposes be deemed to be an original and both of which shall constitute one and the
same instrument.
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Assd Purchase Agr€€rncnt Pagc I of 14
IN WITNESS WHEREOF, the Parties have signed this Agreement as ofthe date
first above written.
BUYER:ROCKY
By:
Name:
Title:lwtroP
By:
Name:
Title:/4ana"1e{-
ATTEST:
By:
Name:
Title:LtrX Lrf*fz-
Crrstomcr
Assct Purchase Agf ccmcnt Page 9 of 14
ooe@to
Sesl
EXIIIBITA
DESCRIPTION OF'ASSETS
Property Valuation
Sale ln Place - Disfibution Facilltles
For: ldaho Fallg ldaho - Yellowstone Highway
Asset Valuation
Material Lid
FERC
Asset Description ACCOUNT Vintage QUANTIW
Sales
Price
35' pole
35' pole
35' pole
35' pole
35' pole
35' pole
#2 oHTX
#2 oHTX
#2oHTX
#2OH primary
#2 OH primary
#2OH primary
#2 UGTX
10kva xformer - pole mounted
25kva xformer- pole mounted
25kva xformer - pole mounted
25kva xformer - pole mounted
Total
Customer
Assa Purchase Agrecrnent
364
354
364
3il
3il
354
36s
365
365
365
365
365
367
368
368
368
358
1968
1968
1968
1968
1968
1968
't968
1968
1968
1968
1968
1968
1994
1975
1975
1975
1975
725
725
725
725
725
725
39
39
39
39
65
39
174
948
1,038
1,038
1,039
1
1
1
1
1
1
60
60
60
60
00
60
90
1
1
1
1
8,848
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Rocky Mountain Power
Proposed Sale in Place, ldaho Falls, ldaho - Yellowstone Highway
Value of lnventory
Description
Plant ln Service
364
365
367
368
Plant ln Senice
lncome Taxas
Sale Prlce - b<isting Aets
Expenses
Separation Costs
12 Months Rerenue @ 167Yo
Legal/Transaction Costs
Total Expenses
Total Sale Price
Customer
Assct Purchase Agreement
Poles, Towers and Fixtures
'Orerhead Conductors & Derices
Underground Conductors and Derices
tine Transfurmers
Sales Price
$+,gso
$259
$176
$4,063
$8,848
$2,865
$11,713
$1,387
$17,335
$1,500
$20,222
$31,934
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EXIIIBITD
BILL OF SALE
ROCKYMOUNTAINPOWER
CITY OF IDAHO FALLS, IDAHO
SELLER:
BUYER:
Customa
Assct Purchasc Agrccrncnt
FOR VALUABLE CONSIDERATION totaling THIRTY-ONE THOUSAND NINE
HUNDRED THIRTY and FOUR DOLLARS ($31,934), thereceipt ofwhich ishereby
acknowledged, Rocky Mountain Power ("Seller"), hereby grants, bargains, sells and delivers to Idaho
Falls ("Buyer"), pursuant to an Asset Purchase Agreement dated as of all of its
rieht. title. and interest in and to all ofthe Assets listedonExhibitA.attachedtosaidAssetPurchase
Asreement. andpresently in thepossession of Seller.
THE ASSETS ARE SOLD AND DELIVERED TO BUYER 'AS IS, WHERE IS."
ROCKY MOUNTAIN POWER HEREBY DISCLAIMS AND EXCLTIDES
IIEREFROM, (A) AM EXPRESS OR IMPLIED REPRESENTATION OR WARRAIITY AS
TO TIIE VALUE, CONDruON. DESIGN, OPERATION, OR QUALTTY OF TIm
MATERTALS OR WORKMANSHIP IN, OR ANY DEFECTS IN, THE ASSETS, (B) AI\l'y
E)(PRESS OR IMPLIED WARRAI{TY OF MERCHANTABILMY ORFITNESS FORUSE
oR FOR A PARTICT.JLAR PURPOSE, OR (C) AM EXPRESS OR IMPLTED
REPRESENTATION, GUARA}.ITEE OBLIGATION, LIABILITY OR WARRANTY OF
SELLER, EXPRESS OR IMPLIED, OF AT{Y K[ND, ARISING BYI,AW OR FROM
COURSE OF PERFORMA}.ICE, COI.JRSE OF DEALING, OR USAGE OF TRADE
DATED this _ day of _ 20-
ROCKY MOUNTAIN POWER
By:
Name: Justin Allelr
Title: Manager,Distribution
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