20200103First Amendment to Bill of Sale.pdf

Y ROCKY MOUNTAIN
HSIYEA,
RECEIVED
t820 JAtl -3 Al{ l0: I I
Dqniel E. Solander
Senior Counsel
1407 Wes, Notth Temple, Saite 320
Selt Lake City, utah 84 I I 6
801-2204014 Direct
D a n i e L S o I a rul e t@1t a c ifi c orp, c o m
tf-
''.'a l^\'le!'!r!
Idaho Public Utilities Commission
Attn: Diane M. Hanian, Commission Secretary
P.O. Box 83720
Boise, Idaho 83720-007 4
PacifiCorp Application for Approval of Asset Sale with Idaho Power
PAC-E-19-11
Dear Ms. Hanian:
Enclosed please find a copy of the First Amendment to the Bill of Sale in cormection with
the above-referenced matter pending before the Idaho Public Utilities Commission. An original
and seven copies of the First Amendment to the Bill of Sale will filed in accordance with Final
Order No. 34485.
If you have questions, please contact me
Very truly yours,
Daniel E Solander
cc: Ted Weston
Re
l.
4$^'\,t
FIRSTAMENDMENT
TOTHE
BILL OF SALE
This First Amendment to the Bill of Sale ("First Amendment") is entered into on this _
day of October, 2019 by and between PacifiCorp ("PacifiCorp") and ldaho Power Company
("ldaho Power") (individually a "Party" and collectively the "Parties").
WHEREAS, PacifiCorp and ldaho Power entcrcd into a Bitl ofSale on August 22, 2019
(the "Agreemenl") for the purchase and sale ofa three and six tenths percentage (3.6%) ownership
intercst of one mile of transmission line on the American Falls o Wheelon 138 kV line beginning
29 line:niles from American Falls substation at Latitude 42.16794?, Longitude -l12.573621 and
ending at structur€ number 451, two structures south of Church Rd in Power, County ldaho, at
Latitude 42.452821, Longitude - l 12.569982 (the "Acquired Assets");
WHEREAS, the Agreement sets forth a Purchase Price forthe Acquircd Assets, which was
intended to be based upon the net book value ofthe assets;
WHEREAS, upon further review, the Purchase Pricc for the Acquired Assets was
calculated incorrectly; and
WHEREAS, the Parties agr€e to amend the Agreement in order to amend the Purchase
Price so that it is correctly based upon the net book value ofthe Acquircd Ass€ts;
NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and adequacy of which are hereby acknowledged and intending to be
legally bound, the Parties hereto agree as follows:
l. Incorporation of Recitals, Thc above-stated rocitals are incorporated into and made a part of
this First Amendment by this reference to the same exlent, as ifthese recilals were sct forth in full
at this point.
2, Purchase Price. The final recital in the Agreement shall be amended and restated in its entirety
as follows:
WHf,REAS, consistenl with the methodology of the JPSA and subject to the terms
and conditions ofthe JOOA, PacifiCorp desires to transfer to ldaho Power a three and
six tenths percentage (3,60/o) undivided ownership intercst in the Acquircd Asset at
the PacifiCorp Net Book Value, which will result in a payment by Idaho Power to
Pacifi Corp of $2,330.65 (the "Purchase Price').
3. Elfect of Amendment. Except as expressly amended bythis First Amendment, the Agreement
shall remain in full force and eff-ect.
4. Capitalized Terms, All capitalized terms used in this First Amendment and not defined herein
shall have the same meaning as used in the Agreement.
First Amcndmeot to Bill ofSale
Pagc I of2
PACIFICORP IDAHO COMPANY
By:Brian Fritz OiCit ly .lgn d b, B.i.n FriE
O.b: 2010 10'16 l5:40:21{700'By:
Name: Brian Fritz Name:?rn N, A*-,^^u
Title: Director. Transm ission Services Title: \P T4Uu*b9r. Ea,<s,n-, + Qr^'J1,
First Amcndmc.r to Bill of Ssle
PW 2 ol2
5. Scope ofAmendment. This First Amef,dment and all ofthe provisions hereofshall be binding
upon and shall inurc to the benefit of PacifiCorp, Ida.ho Power and their rcspective successos and
permined assigns.
6, Counterpertr. This First Amendment may be executed in one or morr oounterparts, eaoh of
which will be deerned to be an original copy ofthis First Amcodment and all of which, whcn taken
together, will be deemed to constitutc one and thc same agreement.
IN WITNESS WHEREOF, thc Partics herrto have caused this First Amendmcnt to be duly
executed as of the date above written.