HomeMy WebLinkAbout20200923Application.pdf1407 W. North Temple, Suite 330 Salt Lake City, Utah 84116
September 23, 2020
VIA ELECTRONIC DELIVERY
Jan Noriyuki
Commission Secretary Idaho Public Utilities Commission 11331 W Chinden Blvd Building 8 Suite 201A
Boise, ID 83714
Re: CASE NO. PAC-E-20-12
IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE ASSET
TRANSFER AGREEMENT BETWEEN ROCKY MOUNTAIN POWER AND
THE CITY OF IDAHO FALLS FOR BISH’S RV
Dear Ms. Noriyuki:
Enclosed for electronic filing in the above mentioned matter are 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 for Bish’s RV as described in this Application.
Very truly yours,
Joelle Steward Vice President, Regulation
Enclosures
RECEIVED
2020 September23 PM4:06
IDAHO PUBLIC
UTILITIES COMMISSION
APPLICATION OF Page 1 ROCKY MOUNTAIN POWER
Emily L. Wegener Rocky Mountain Power 1407 W. North Temple, Suite 320 Salt Lake City, Utah 84116 Telephone: (801) 220-4526 Email: Emily.Wegener@pacificorp.com
Attorney for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
FOR APPROVAL OF THE ASSET
TRANSFER AGREEMENT BETWEEN
ROCKY MOUNTAIN POWER AND THE
CITY OF IDAHO FALLS FOR BISH’S RV
)
)
) APPLICATION OF
) ROCKY MOUNTAIN POWER
)
Rocky Mountain Power, a division of PacifiCorp (the “Company”), pursuant to
provisions of the Electric Stabilization Act, I.C. § 61-332, et. seq., and I.C. § 61-328, hereby
files an application with the Idaho Public Utilities Commission (“Commission”) for approval
of the Asset Transfer Agreement (“Agreement”) between Rocky Mountain Power and the City
of Idaho Falls (“City”). This Agreement provides for the City to purchase certain electric
facilities currently owned and used by the Company to supply electric service to Bish’s RV as
more particularly described in the Agreement. In support of this Application, Rocky Mountain
Power states as follows:
1. Rocky Mountain Power, a division of PacifiCorp, an Oregon corporation,
located at 1407 West North Temple, 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 84,000 customers in the state and is subject to the jurisdiction of the
Commission. The Company’s retail certificated service territory encompasses portions of
Fremont, Madison, Teton, Clark, Jefferson, Lemhi, Oneida, Bannock, Franklin, Caribou,
APPLICATION OF Page 2 ROCKY MOUNTAIN POWER
Butte, Bingham, Bear Lake and Bonneville counties. Rocky Mountain Power is a public utility
in the state pursuant to Idaho Code § 61-129.
2. The city of 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 Company is transferring service and facilities to the City and
the City has a bona-fide intent and financial ability to provide service to the customer being
transferred. The City’s municipal service territory is surrounded by Rocky Mountain Power’s
service territory. The Company currently provides electric service to customers located within
the boundaries of the City, and the City provides service to 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 Service Allocation Agreement was approved by the Commission on
December 5, 2017.1
4. The Service Allocation Agreement specifies that existing customers as of the
date of the agreement would continue to be served by their current electric supplier irrespective
of service territory boundaries.2
5. The Service 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
1 In the Matter of the Join Application of the City of Idaho Falls and Rocky Mountain Power for Approval of a Service Allocation Agreement, Case No. PAC-E-17-12, Order No. 33943 (Dec. 5, 2017).
2 Service Allocation Agreement.
APPLICATION OF Page 3 ROCKY MOUNTAIN POWER
facilities used 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 of service. In addition, the
acquiring utility would purchase the poles, wires, cross arms, insulators, guys and other
facilities no longer needed or required by the other utility to service that customer.
6. Bish’s RV has requested that their electric service be transferred to the City and
has been notified by the Company that it has entered into the Agreement to transfer service.
The Company and the City have agreed to transfer electric service and the City has agreed to
purchase the facilities described in Exhibit A of the Agreement, provided as Attachment No. 1
to the Application.
7. The transaction complies with Idaho Code § 61-328. Specifically, it is in the
public interest because it reduces duplication of services by the City purchasing the Company’s
distribution facilities used to serve Bish’s RV. The Company will transfer service to the City
and will be adequately compensated for the assets used to serve Bish’s RV, preventing any
increase in costs or rates for service to remaining customers. The City has the intent and ability
to provide service to Bish’s RV.
II. REQUEST FOR SERVICE AREA EXEMPTION
8. Rocky Mountain Power and the city of Idaho Falls hereby jointly petition the
Commission for approval of the Asset Transfer Agreement, provided as Attachment No. 1, and
transfer of electric service, wherein Idaho Falls agrees to serve the load of the customer and
pay the Company for the assets transferred, as well as the revenue reimbursement, legal and
transaction costs.
APPLICATION OF Page 4 ROCKY MOUNTAIN POWER
III. COMMUNICATION
9. Communications regarding this Application should be addressed to:
If to Rocky Mountain Power:
Ted Weston Emily Wegener
1407 W. North Temple, Suite 330 Salt Lake City, Utah 84116 Telephone: (801) 220-2963 Fax: (801) 220-2798 Email: Ted.Weston@pacificorp.com
Emily.Wegener@pacificorp.com If to the City of Idaho Falls:
Idaho Falls City Power Bear Prairie
140 South Capital Avenue Box 50220 Idaho Falls, Idaho 83405 In addition, the Company respectfully requests that all data requests regarding this matter be
addressed to one or more of the following:
By e-mail (preferred) datarequest@pacificorp.com
By regular mail Data Request Response Center
PacifiCorp 825 NE Multnomah, Suite 2000 Portland, OR 97232
IV. MODIFIED PROCEDURE
10. Rocky Mountain Power 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, in accordance with
Idaho Public Utilities Commission Rules of Procedure 201 – 204.
APPLICATION OF Page 5 ROCKY MOUNTAIN POWER
V. CONCLUSION
WHEREFORE, Rocky Mountain Power and the city of Idaho Falls respectfully request
that the Commission: 1) issue an order authorizing this Application to be processed under
Modified Procedure; 2) issue a final order approving the Asset Transfer Agreement; and
3) authorize the transfer of electric service for Bish’s RV from Rocky Mountain Power to the
city of Idaho Falls.
DATED this 23th day of September, 2020.
Respectfully submitted, By _______________________________
Emily L. Wegener 1407 West North Temple, Suite 320 Salt Lake City, Utah 84116 Telephone No. (801) 220-4526
Mobile No. (385) 227-2476 Email: Emily.wegener@pacificorp.com Attorney for Rocky Mountain Power
Attachment 1
ASSET TRANSFER AGREEMENT BETWEEN ROCKY MOUNTAIN POWER AND CITY OF IDAHO FALLS, IDAHO
:Se�� This Asset Transfer Agreement (the "Agreement"), dated this �day of
..Augum:-, 2020, is between City ofldaho Falls, Idaho, a municipal corporation of the State of
Idaho d/b/a Idaho Falls Power ("City"); and PacifiCorp, an Oregon corporation, d/b/a in Idaho as
Rocky Mountain Power ("Rocky Mountain Power"). Rocky Mountain Power and City are
sometimes referred to collectively as "Parties" and individually as ''Party."
WHEREAS, Rocky Mountain Power owns certain distribution assets located on or near
3855 North 5th East, Idaho Falls, Idaho, and more particularly described in Exhibit A to this
Agreement {"Assets''); and
WHEREAS, City has agreed to purchase the Assets from Rocky Mountain Power and
Rocky Mountain Power hereby agrees to sell the Assets to City in accordance with and subject to
all of the tenns and conditions of sale as expressed herein, and in accordance with the Service
Allocation Agreement entered into by Rocky Mountain Power and City, dated October 9,
2017, which was approved by the Idaho Public Utilities Commission on December 5, 2017; and
WHEREAS, City bas agreed to serve the customers after purchasing the facilities
currently serving these customers, in accordance with and subject to all of the terms and
conditions of sale as expressed herein.
NOW, TIIEREFORE, for and in consideration of the mutual promises and
covenants and conditions set forth in this Agreemeni the sufficiency of which is hereby mutually
acknowledged and accepted. the Parties hereto agree as follows:
I . Definitions.
For pmposes of this Agreement, the following terms used herein but not otherwise
defined herein shall have the following meaning when used with initial capitali7.at.ion, whether
singular or plural:
1.01 "Assets" means those facilities currently owned by Rocky Mountain Power, as
described in Exhibit A.
1.02 "Commission" means 1he Idaho Public Utilities Commission.
1.03 "Transferred Customers" means the Customers that will be transferred to Idaho
Falls Power-as a resuh of this transaction and whose meter numbers are 28691272, 23512785,
666307507,2086178,51102146.
Idaho Falls City AssetPwdlaseAgTeement Page 1 oflO
1.04 "Transfer Date" means the date upon which all of the Transferred Customers shall become the customers ofldaho Falls Power. The Transfer Date shall be agreed to in writing by the Parties after Payment is received by Rocky Mountain Power and the executed bill of sale is received by the City.
2. Sale and Purchase of Assets.
2.01 Assets to Be Sold. The Assets that will be transferred to City as a result of the Transferred Customers being served by City are described in Exhibit A.
2.02 Purchase Price. The Purchase Price for the Assets shall be: $78,268. The breakdown of the Purchase Price is included in Exhibit A.
2.03 Pavment. The Purchase Price shall be paid to Rocky Moun1ain Power by City within fifteen (15) days of the date this Agreement is executed by both Parties; such payment shall be by check and delivered to:
Rocky Mountain Power Timothy Solomon 127 East Main Rexburg, ID 83440
2.04 Instruments of Conve ance and Transfer. Subject to the satisfaction of the conditions precedent set forth in Section 8 below, and pursuant to all of the terms and conditions of this Agreement, including receipt of Payment by Rocky Mountain Power, Rocky Mountain Power shall execute and deliver to City a bill of sale to vest in City good and marketable title to the Assets, subject to no security interests, liens or encumbranc� and substantially in the form of the unexecuted bill of sale attached hereto as Exhibit B.
2.05 Proration of Personal Propem Taxes. Personal property tax� if applicable, shall be prorated between Rocky Mountain Power and City as of 1he Transfer Date based upon days of ownership in the tax year in which the Transfer Date occurs.
2.06 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 City.
3. Ownership: Separation and Transfer. Operation and Maintenance: Risk of Loss
3.01 Transfer of Customers. Rocky Mowitain Power shall relinquish electrical service to the Transferred Customers at 11:59 a.m. Idaho Falls local time on the Transfer Date. Rocky Mountain Power shall be obligated to continue to provide electric service and entitled to receive payment from the sale and delivery of electric service up to 11 :59 a.m. on the Transfer Date. The City 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 Transfer Date, unless otherwise agreed to by the Parties in writing. From and after the Transfer Date, service to the Transferred Customers shall be
Idaho Falls City AssetPurdlase.Agreemart l'aseloflO
provided by City, and the City shall be responsible for all operation and maintenance costs and bear all risk of loss.
4. Representations and Warranties of Rock\ Mountain Power.
Rocky Mountain Power represents and warrants as follows:
4.01 Organi7.ation and Powers of Rockv Mountain Power. Rocky Mmmtain 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 provide electric service to the Assets.
4.02 Authoritv Relative to Agreement; Governmental Authori7.ation. 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 necessaiy for the execution and delivery of this Agreement by Rocky Mountain Power or 1he 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 defauh 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.
5. Representations and Warranties of City.
City represents and wanants as follows:
5.01 Ornanization and Powers of Citv. City is duly qualified to do business in the State ofldaho. City has all requisite power and authority provide service to the Transferred Customers.
5.02 Authoritv Relative to Aureement: Governmental Authorization. City 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 City enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorgani7.ation, moratorium
Idaho Falls City AssetPun:base Ap:anait Page3ofl0
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 decimation. filing or registration with, or notice to, or authoriz.ation, consent or approval o� any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by City.
5.03 Non-Contravention: A vals. 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 o:(, 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 City is now a Party or by which any of its assets may be bound or affected.
6. Covenants of Rock, Mountain Power.
Rocky Mountam Power covenants and agrees as follows:
6.01 Conduct of Business. Rocky Mountain Power shall provide service to the Transferred Customers 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 Transferred Customers out of the ordinary course of business, including entering into any contract or financing arrangement that limits Rocky MoW1tain Power's ability to transfer the Transferred Customers to City.
6.02 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.
6.03 Notification. Rocky Mountain Power will give City 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. Covenants of Citv.
City covenants and agrees as follows:
7 .0 I Reasonable Efforts. Subject to the terms of this Agreement and fiduciary obligations under applicable law, City 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 City's obligations hereunder and to complete the transaction contemplated by this Agreement.
Idaho Falls City Asset Pun:ha5e Agreement Page4ofl0
7 .02 Notification. City 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 .03 Indemnitv. City 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 City's service to the Transferred Customers. This obligation shall survive the termination of this Agreement and completion of the transactions contemplated by this Agreement.
7.04 Rights-of-wa). Prior to the Transfer Date, City shall independently obtain at City's own expense, all easements or other real property rights, licenses or permissions, (''rightsof-wayj necessary for City to lawfully serve the Transferred Customers.
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 Cit,. All representations and warranties made in this Agreement by City 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, City 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 conswnmation 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.
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 wder this agreement shall cease and expire. Notwithstanding 1he forgoing, obligations under Section 7 .04 of this Agreement shall continue indefinitely.
10. Termination.
10.0 I 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
Idaho Falk City Asset Purcbasc AgRancnt PageSoflO
(b) City 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 notice1 and such condition or conditions have not been satisfied or such default or defaults have not been remedied ( or waived by City) within thirty (30) days after the date such notice is delivered by City to Rocky Mountain Power; or
( c) Rocky Mountain Power delivers a written notice to City to the effect that City 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 City; or
( d) The Transfer Date has not occurred on or before July 31, 2019 or such later date to which the term of this Agreement may be extended pursuant to mutual agreement of die 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 July 31, 2019.
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 tennination pursuant to this Section 10 shall relieve both Parties hereto of their obligations set forth herein, and any such tennination 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. Assignment.
Neither Party may assign its rights mtder this Agreement to any third party without the written consent of the other Party.
12. Jurisdiction of Re!!lllator\' 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 tenninate 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 Transferred Customers to City; and in any of the foregoing events, Rocky Mountain Power shall not be liable to City for damages or losses of any kind whatsoever, including consequential damages, which City may sustain as a result of such determination, amendment, rule, regulation, or order, or modification or termination of this transaction.
Idaho Falls City AssctPurdwc Agn:ancnt Pa@lc6 of IO
13. Miscellaneous.
13.01 Amendment This Agreement may be amended only by an instrument in writing executed by the Parties which ex�ly refers to this Agreement and states that it is an amendment hereto.
13.02 Section and Paragraph 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 PERMITfED BY LAW, EACH OF THE PARTIES WAIVES ANY RIGHf IT MAY HA VE TO A TRIAL BY JURY IN RESPECT OF LfflGATION 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 CANNOf BE OR HAS NOT BEEN WAIVED.
13.04 LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY, PUNITIVE, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES OR ECONOMIC WSSES ARISING OUT OF ANY CLAIM, DEMAND, OR ACTION BROUGHT WITH RESPECT TO THIS AGREEMENT.
13.05 Notices. All notices, requests, demands. and other communications given by City 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:
With a copy to:
lfto City:
Idaho Falls City AslllltPurdmc.Agxeematt Page7of10
Rocky Mountain Power Timothy Solomon 127 E.ast Main Rexburg, ID 83440
Rocky Mountain Power Office of General Counsel 1407 N. West Temple Suite 320 Salt Lake City, Utah 841 16
Idaho Falls Power Bear Prairie 140 South Capital Avenue Box 50220
Idaho Falls, ID 83405
orto such other address as City or Roclcy Mountain Power may designate in writing.
13.06 Imegrated Agreement. This Agreement, when � constitutes the mtire agreement betwem 1he Parties hereto with reapect to the Aase1s defined in tbis Agnvnent, and supenedes and negates all prior line cua,sion agia:mm1B 111111 uuders1andings, oral and written, betwem the Parties hfll'eto with respect 10 the Assets.
13.07 Counterpm1a. 'Ibis Agreement JUBY be exewted in counterparts, each of which shall fur all pmposes be droned 10 be ao original md which shall amstitute one and the same instrummt.
IN WITNESS WHEREOF, the Parties have signed this Agmmcnt as of the date fust above written.
IDAHO FALU POWEil
Name: Scott Dsrick:
Title: Distribution Manager
EXHIBIT A DESCRIPTION AND VALUE OF ASSETS SERVING TRANSFERRED CUSTOMERS LOCATED AT 38SS NORm sm EAST, IDAHO FALLS, IDAHO
Rocky Mountain PoYtlll!r Propose:'l Sale ia ?lace, klallo fans, fdal!o -Bislt"s RV Value 9f lnento.y
Description
?".ar.f !n Servb.:
364 � aae:
3fS!
35 =iart In Service
?nies. 7a.,as end Fa:lura
0.-!:r�i!::S� :.!i:'lC��ocs & : e.ibe5 �w.r Cortw.
.!i::::.ir;r _rc,::or.6.tac:s al!d !>ei;be:s _t-,ii: T;i,r-s.f;;rman
�es
Se:-..ar,Efl:)l'J:/E5tim,at,::r Cests
"�t-k:tr"' l:!911'-ilt.t::C, •e7:,c. i.=v1tiT;&.i..soalcr : ::a i:l
Tam Expenses
Total 3ale Price
i>ti:ription
1phsiaicect ir=. OH primar,
#:!OHTX
SC h."11 _:._ Cr. :rar,ii'orr.--er .:.o• 1pn:. Oi: !l,JJa:
75 I\"\/�-0� :1'2!\'l�CT��r
!1.l !::t" n. :tL�� ;t f'o: �Ger .:.1:ue:n,
;.:. 3p::£ OH primar�
35' ta111ent poa
lt23plu0H primary
�5' :al\Jc!l\t ;,ola
#2 3p,uOH primary
SOfill 01-i .,forrr,;;r
3SOUGTX
Condultfor Rlsar
40' :>: pole
Idaho Falls City
Alllil:tPun:bascAgmmail Page9 of10
:l"N Si# PRU
1 1514354 POL01
100 450556} 0Ha>6
!iO 1u5al:l..i OHCOS
1 .;SOQl-'C TPM30
1 1S1441B POL01
1 .:sx,u1 TPM30
JO 1050140 OHC06
3 66175<9 CON14
50 .;:.:oo.:o l.iGC'1=
1000 4S05SC1 OHC06
1 1614354 POLO:.
1000 .;;o&S:!j OHCM
l. 1�14354 POLOl
400 4506507 OHC05
l 45001ill TPM30
7S 42:?02t8 UGC23
.3 66176(& CON14
:. 16144m POLOl
Facility Point
3102038
'31Cl038
3102038
3102038
3102038
3102038
3102036
31.'.ll�
,UOJC:32
310203S
3l:'.l.2CJS
310203S
3102036
3102038
310l038
310-'>038
3102038
3102036
$4.285
$2,147
$49
5329 �Of!!!
S1'1.a57
$14.179
S1.36Z
$60.727 Si'Z.OOD
Addreu
o9300 3855 N Sui E
59300 la:S N Sih E
69300 38SS N 5th :
69300 3.355 N 51n E
'"9306 3911 N Slh e Bad<
69306 3911 N 5171 E 8l1Ck
69306 3911 N 5tn .e Sac}.
�200 3911 N 5th !:
69200 3911 M 51h E
77901 3855 N Stn !:Sgn
77901 3855 N 51n !: Sign
77901 38SS N Slit E Sgn
7!!300 3855 N 5th e Sgn
78900 38SS N S!ta E Sgn
73901 3-855 N Su, E Sgn
78901 385S N S\n E Sgn
78901 385S N S1h E Sigr.
78901 3aSS N Sth E SigP
Exhibit B
BILL OF SALE
SeDer:
Buyer:
Rocky Mountain Power
City of Idaho Falk
For valuable consideration. of which the undersigned acknowledges receipt, totaling $78,268, PacifiCorp, doing business as Rocky Mountain Power ("Company"), hereby grants, bargains, sells and delivers to the City of Idaho Falls ("Buyer") pursuant to an Asset Transfer Agreement dated as of .5 e. . ;2o all of its rights, title and interest in and to all of the Assets listed on Exhibit A, attached to said Asset Transfer Agreement, and presently in the Possession of Company.
THE ASSETS ARE SOLD AND DELIVERED TO BUYER "AS IS, WHERE IS."
PACIFICORP HEREBY DISCLAIMS AND EXCLUDES HEREFROM: (A) ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE VALUE, CONDIDON, DESIGN, OPERATION, OR QUALITY OF THE MATERIALS OR WORKMANSHIP IN, OR ANY DEFECTS IN THE ASSETS; (B) ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR USE OR FORA 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 TR.ADE.
Dated thisJLday of 5�1< 2020
Idaho Falls City Asset l'uR:base AgJeanmt Pap lOoflO
PacifiCorp
By. fcJtW. Scott Derrick Operations Manager, Shelley District