20200604Errata Pages to Attachment.pdf

Y ROCKY MOUNTAIN
PolA'ER
June 4,2020
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Vice President, Regulation
Enclosures
REC T IVED
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1407 W. North Temple, Suite 330
Salt Lake City, Utah 84116
YIA ELECTRONIC DELIVERY
Diane Hanian
Commission Secretary
Idaho Public Utilities Commission
I l33l W Chinden Blvd
Building 8 Suite 20lA
Boise,lD 83714
Re CASE NO. PAC.E.2O.O6
IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE
PIONEER ROAD / RUSTIC LAI\IE I ITOO SOUTH ASSET TRANSFER
AGREEMENT BETWEEN ROCKY MOUNTAIN POWERAI\D TIIE CITY OF
IDAHO FALLS
Dear Ms. Hanian:
Enclosed for electronic filing in the above mentioned matter are erratapages for the
Attachment to Rocky Mountain Power's and the city of Idaho Fall's Joint Application for
approval of the asset purchase agreement and transfer of electric service on Pioneer Road -
Rustic Lane - and 1700 South as described in this Application. Please replace page 2 of 15
and page l5 of 15 of the original affachment provided in support of the application in the
above referenced matter.
Very truly yours,
1,02 "Commission" means thc Idaho Public Utilities Commission
1.03 *Transferred Custorrers" means the Customqs that will bc tansftrrd to Idaho
Falls Power as a rwult of this transaction and wtrose mctcr numbers are listed in Exhibit B.
1.04 "Transfer Date" means the date upon which all of thc Transferred Customers shall
bccornc the customers of Idaho Falls Powsr. The Transfer Datc shall be agreed to in nniting by
thp Parties afrcr Paynent is received by Rocky Mountain Power and thc executcd bill of sale is
received by the City.
2. Sale and Purchase ofAssets.
2.Ol Assets tro Be Sold. Thc Asssts thu will be transferrcd to City as a resuh ofthe
Transfi:rred Customcrs being scrved by City are described in E:dribit A.@t.>2.AZ Purchase Price. The Purchase hice for thc Asssts shall be: $37,612;
2.03 Pavment The Purchase Price shall be paid to Roclqf Mountain Pow,cr by City
within fiftccn (15) days of the date this Agreement is executcd by bofr Parties; zuch payment
shall bc by dreck and delivored to:
Rocky Mountain Power
Tiruothy Solomon
l2TEaEtMain
Rexburg,ID 83440
2.M Instnrnents of Converance and Transfcr. Subject to the satisfaction ofthe
oonditions precodent set forth in Section t below, and pursuant to all of the tcnns and conditions
of this Agrccnrcnt, incltrding rccelpt of Palrncnt by Rocky Mountain Power, Rocky Moun0in
Power shall execute and deliver to City a bill of sale to vest in Clty good and marketable title to
the Asse6, subject to no security interests, liens or ercumbranceg and substantially in the form
of the unexecued bill of salc attachcd hercto as Bxhibit C.
2.05 Proration of Personll.Properrv Tanes. Pcrsonal property taxes, if applicable, shall
bc prorated betwecn Roob Mountain Power and City as of the Transfer Datc based upon doys of
ownership in fte tax year in which the Trans r Date occurs.
2.06 ldeqe$&gnd-@qq_!Bgg. Any sales, excise, transfer, purohasc, use, or
similar tax which may be payable by reason of thc sale of all or a portion of the Assets shatl be
borne and paid by City.
3. Ownership: Separation eBd Tf,cU$EL Op-enti.en and Maintenance: Risk of Loss
3.01 Transfcr of Customcrs. Rocky Mormtain Power strall rolinquish electical sen ioe
to thc Transferrcd Custome$ at I l:59 a.m. Idaho Falls looal time on the Transfcr Datc. Rocky
Mountain Power shall b€ obligated to curtinuc to pnovide electic servic€ and entitled to rcceive
payment from the sale and delivery of electric service up to I I :59 a.m. on the Transfer Date. The
Idlhofd!Ci}
Arrct hrttrc Agrctrl.il
P.ge 2 of 16
Exhibit C
BILL OF SALE
Seller:Roclry Mountain Power
City of ldaho FallsBuyer:
For valuable consideration, of which the undersigned acknowledges receipt totaling
$37,612, PacifiCorp, doing business as Rocky Mountain Power ("Company"), hereby g,rants,
bargains, sells and delivers to the City of Idaho Falls ('Buyer') pursuant to an Asset TransferAgreementdatedasof-allofitsrights,titleandinterestinandtoallofthe
Assets listed on Exhibit A, attached to said Asset Transfer Agreement, and presently in the
Possession of Company.
THE ASSE'TS ARE SOLD AND DELIVERED TO BUYER "AS TS, WHERE IS."
PACIFICORP }IEREBY DISCLAIMS AND EXCI,UDES HEREITROM: (A) ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE VALUE,
CONDITION, DESIGN, OPERATION, OR QUALITY OF THE MATERTALS OR
WORKMANSHIP IN, OR ANY DEFECTS TN THE ASSETS; (B) ANY E,XPRESS OR
IMPLIED WARRANTY OF MERCHANTIBILITY 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, ARISING BY LAW OR COURSE OF PERFORMANCE,
DEALING, OR USAGE OF TRADE.
Dated this _ day of _ _ _ _ _2020
P
By:
Scott Denick
Operations Manager, Shelley District
Idaho Fatls City
Assa Purchase Agreement
Page l6 of 16