20210114Hemstreet Exhibit 6.pdf

ldaho Public Utitities Commission
Oflice of the SecretaruRECEIVED
JAN I \ Z0Zl
Boise, ldaho
Exhibit 6
PROPERTY TRANSFER AGREEMENT
Between
PACIFICORP, as Transferor
And
KLAMATII RMR RENEWAL CORPORATION, as Transferee
Dated as of January 13r 2021
Relating to the
Lower Klamath Project
Rocky Mountain Power
Exhibit No. 6 Page 1 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
ExBcunoN
296r'.599.20041851 OTH
TABLE OF CONTENTS
SECTION 1. DEFINITIONS; CONSTRUCTION
Section 1.1. Definitions...
Section1.2. Construction
SECTION 2. THE TRANSACTIONS; TERM OF AGREEMENT
Section 2.1. Purpose of Agreement
Section 2.2. Agreement to Perform Transactions
Section 2.3. Term of Agreement.......
SECTION 3. THE PROPERTY
Section 3.1. The Project Property...
Section 3.2. Title Matters................
Section 3.3. Property Condition......
Section 3.4. Diligence/Inspections..
Section 3.5. Environmental Matters...
SECTION 4. CLOSING
Section 4.1. The Closing
Rocky Mountain Power
Exhibit No. 6 Page 2 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
.2
.9
l0
Paee
l2
,...,.,.............|2
Section 4.2.
Section 4.3.
Section 4.4.
Conditions Precedent to KRRC's Closing Obligations
Conditions Precedent to PacifiCorp's Closing Obligations
PacifiCorp's Closing Deliveries
............,,......,,.12
....................... l3
t4
t4
t4
l6
.....16
..... I 8
.....18
........................21
........................21
......22
Section 4.5. KRRC's Closing Deliveries.....
Section 4.6. Violations..........
Section4.7. Apportionments.
Section 4.8. Further Assurances
SECTION 5. POST-CLOSING MATTERS
Section 5.1. Acknowledgement of Post-Closing Requirements of the KHSA
Section 5.2. Cooperation...........
Section 5.3. Compliance With Certain Agreements.
Section 5.4. Tax lot Adjustments
Section 5.5. Coordination at Copco 2 l l5KV Substation
SECTION 6. COVENANTS
Section 6.1. PacifiCorp Covenants
Section 6.2. KRRC Covenants.............. ......
-1-
.22
.22
.23
.23
.23
.23
.23
.25
296/.599.20041851 orH
SECTION 7. REPRESENTATIONS AND WARRANTIES
Section 7.1. PacifiCorp Transactional Representations and Waranties...
Section 7.2. PacifiCorp Property Representations and Waranties.
Section 7.3. PacifiCorp Representations and Warranties True at Closing
Section 7.4. KRRC Transactional Representations and Warranties.........
Section 7.5. KRRC Representations and Warranties True at C1osing......
Section 7.6. Reliance.
Rocky Mountain Power
Exhibit No. 6 Page 3 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
'......,,26
...,.,...27
,,......,29
.........29
.........3 1
...............3 I
...............3 I
.,...........,.32
,',..,,..'.....32
Section 7.7. Survival of Representations and Warranties
SECTTON 8. [RESERVED].
SECTION 9. CASUALTY AND CONDEMNATION
Section 9.1. Notice of Casualty or Condemnation...........
Section9.2. Restoration
SECTION 10. INDEMNMIES
Section 10.1. Indemnification by PacifiCorp
Section 10.2. Indemnification by KRRC ......
Section 10.3. Procedure
Section 10.4. Defense Obligation
SECTION 11. EASEMENTS.
Section I1.1. Reservation of PacifiCorp Easements
Section 11.2. Identification of PacifiCorp Easement Property and Access Routes.........33
Section I1.3. Modification, Permit Upon and Locating of PacifiCorp Easement Property
.31
.31
.............,,,...,,.32
Boundaries
Section 1 1.4. Locating/Surveys ............
Section 11.5. KRRC Temporary Construction Easements....
SECTION 12. TRANSFERS AND ASSIGNMENTS
Section 12.1. Prohibition on Transfers and Assignments......
Section 12.2. Permitted Assignments
SECTION 13. DISPUTES
Section 13.1. General....
SECTION 14. DEFAULTS AND REMEDMS
Section 14.1. Events of Default
Section 14.2. Remedies..
-11-
...33
...33
...33
...34
34
Section 13.2. Dispute Procedures ......
Section 13.3. Effect of Disputes Resolution Procedures Under the KHSA.
.35
.35
.36
.36
.37
29@599.2004185r OTH
Rocky Mountain Power
Exhibit No. 6 Page 4 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
.....37
.....37
.....37
Section 15.2. Change ofNotice Addresses..
SECTION 16. SURVIVAL
Section 16.1. Certain Provisions to Survive Closing
Section 16.2. Certain Provisions to Survive A Termination Prior to Closing
SECTION 17. CONFIDENTIALITY
Section 17.1. Common lnterest Defense Agreement
SECTION 18. MISCELLANEOUS
Section 18.1. State Specific Clauses
Section 1 8.2. Integration of Agreement...............
Section 18.3. Waivers and Amendments Must Be In Writing
Section 18.4. Captions For Convenience Only..
Section 18.5. Table of Contents For Convenience Only
Section 18.6. Negotiated Document
Section I 4.3. Termination...............,
Section 14.4. Remedies Cumulative
Section 14.5. Injunctions
SECTION 15. NOTICES
Section 15.1. Notices
EXHIBITS
37
.4t
.41
.42
.42
.39
.39
.39
............40
............40
............40
............40
.41
Section 1 8.7. Severability of Provisions ............
Section 18.8. Successors and Assigns; Assumption of Obligations .............4I
Section 1 8.9. Governing Law ...................
Section 18.10. Waiver of Jury Trial; Arbitration in California.....................41
Section 18.11. Thfud Party Beneficiaries
Section I 8. 12. Expenses
Section 1 8. 13. Counterparts; PDFs....
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Exhibit F
Exhibit G
Exhibit H-l
Exhibit H-2
Legal Description of the Parcel B Land
Permitted Encumbrances
Pre-Existing Environmental Conditions
Form of Fall Creek Lease
Description of the Fall Creek Land
Form of Post-Closing Environmental Resolution Agreement
Form of Assignment and Acceptance
Form of PacifiCorp Reservation of Easements
Form of KRRC Temporary Construction Easement
-111-
29&599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 5 of 186
Case No. PAC-E-21-01
Wtnes$: Timothy J. Hemstreet
Exhibit I
Exhibit J
Description of the Keno Land
Facilities Handover Technical Protocols
SCHEDULES
Schedule 3.lO)G)
Schedule 3.1O)(ii)
Schedule 7.1(c)
Schedule 7.1(d)
Schedule 7.2(c)
Schedule 7.2(d)
Schedule 7.2(e)
Schedule 7.2(f)
Schedule 7.2(n)
Decommissioned Property
Retained Transmission Facilities
Consents
Litigations and Proceedings
Use and Possession Agreements
Appurtenances
Operating Permits
Service Contracts
Pole Attachment Agreements
Attachment to Schedule 7.2(n) - Pole Attachment Schedule and
Map
-lV-
29U599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 6 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
PROPERTY TRANSFER AGREEMENT
THIS PROPERTY TRANSFER AGREEMENT (this "Agreemenf') is entered
into as of January 13, 2021 (the "Effective Date") between PACIFICORP, an Oregon
corporation ("PacifiCorp") and KLAMATH RIVER RENEWAL CORPORATION, a
California nonprofi t corporation ("KRRC").
RECITALS
A. KRRC and PacifiCorp are among the parties to the Klamath Hydroelectric
Settlement Agreement, dated February 18, 2010, as amended on April 6,2016 and as it may have
thereafter been, or may hereafter be, amended (the "KIISA"). KRRC and PacifiCorp are also
among the parties to the Memorandum of Agreement, dated November L6,2020 (the "MOA"),
under which certain of the KHSA signatories have clarified and supplemented certain of their
commitments to implement the KHSA. The KHSA, as clarified by the MOA, conternplates
certain property transactions between PacifiCorp and other parties, including KRRC, to carry out
the purposes of the KHSA.
B. Among the property transfers contemplated by the KHSA is a transfer of
certain properties to KRRC in connection with the transfer of the FERC License (as defined
below) to KRRC and the States to facilitate KRRC's removal, in whole or in part, of certain
dams and related improvements from the Klamath River and to implement certain related
projects, including dam removal mitigation measures.
C. The KHSA further contemplates that following dam removal KRRC will
transfer the properties it receives from PacifiCorp to the State of Califomia and the State of
Oregon, as applicable (or to such other parties as the respective States may direct), for public
interest purposes such as fish and wildlife habitat restoration and enhancement, public education,
and public recreational access. KRRC intends to enter into separate agteements with each of the
States to provide for such post-dam removal property transfers.
D. The PacifiCorp facilities currently subject to the FERC License include
the Iron Gate fish hatchery which, under the KHSA, PacifiCorp is to transfer to the State of
California, and which was expected to be modified as part of the work necessary to achieve
certain dam removal mitigation objectives. PacifiCorp, KRRC and the State of Califomia
currently anticipate, however, that the Iron Gate fish hatchery will be removed and the currently
inactive hatchery facilities at Fall Creek will be modified and re-activated instead.
E. To facilitate the removal of the kon Gate fish hatchery and the creation of
additional hatchery facilities at Fall Creek as provided for in the Definite Plan (as defined
below), and to avoid the additional cost and administrative burden of severing the Iron Gate fish
hatchery from the FERC License to permit PacifiCorp to transfer it directly to the State of
California, KRRC, PacifiCorp and the State of Califomia have agreed that the Iron Gate fish
hatchery will initially be transferred to KRRC and that the Fall Creek Premises will initially be
leased to KRRC, and that following completion of the necessary modifications, KRRC will
I
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 7 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
transfer title to the Iron Gate fish hatchery, and assign the Fall Creek lease, to the State of
California.
F. KRRC and PacifiCorp now desire to memorialize the foregoing in
furtherance of the KHSA.
NOW THEREFORE, in consideration of the mutual covenants contained in this
Agreement and other good and valuable consideration, the parties agree as follows:
SECTION 1. DEFINITIONS; CONSTRUCTION
Section 1.1. Definitions.
(a) Capitalized terms used but not defined in this Agreement shall have the
respective meanings ascribed to such terms in the KHSA.
(b) For purposes of this Agreement, the following words and phrases shall
have the respective meanings set forth below:
"Additional Property Interests" means such leases, licenses, easements, rights
of way and other occupancy or access a:rangements with Persons other than
PacifiCorp, including the State of Califomia, the State of Oregon, and the United
States Bureau of Land Management, as are not part of the Real Property or
Occupied Third-Party Premises but are reasonably necessary for KRRC's
implementation of the Definite Plan.
"Approval(s)" means, as applicable, any consent, approval or other authorization
of a third pafiy, including any Governmental Authority, required in connection
with the referenced matter.
"Appurtenances" has the meaning set forth in Section 3.1(a)(iii)
'ogf)f'\V" means California Department of Fish and Wildlife.
"Claim(s)" has the meaning set forth in Section 10.3.
"Closing" has the meaning set forth in Section 4.1.
"Closing Conditions" means the conditions precedent to Closing set forth in
Sections 4.2 and 4.3.
"Closing Date" has the meaning set forth in Section 4.1.
"C'WA" has the meaning set forth in the definition of Environmental Laws.
'oDecommissioned Property" means property to be removed from the Real
Property in connection with Decommissioning under the KHSA and identified on
Schedule 3.l6Xi).
-2-
29Us99.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 8 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
"Decommissioning" has the meaning ascribed to such term in the KHSA.
"Definite Plan" has the meaning ascribed to such term in the KHSA. References
in this Agreement to the Definite Plan include reference to any modifications
pursuant to any Removal Permits, the Surrender Order, or otherwise occurring.
"Effect" has the meaning set forth in the definition of Material Adverse Effect.
"Effective Date" means the date stated above, as of which the parties have
entered into this Agreement.
"Encumbrance" means any lien, pledge, security interest, charge, claim,
restriction, lease, license, easement, restriction, right of way or other encumbrance
of any tlpe whatsoever.
"Environmental Law(s)" means all Legal Requirements relating to pollution, the
protection of the environment or drinking or domestic water supply, including but
not limited to laws relating to safe drinking water, emissions, discharges, releases
or threatened releases of Hazardous Materials into ambient air, surface water,
ground water, drinking or domestic water supply, or lands or otherwise relating to
the manufacture, processing, distribution, use, treatment, storage, disposal,
refinement, production, disposal, transport or handling of Hazardous Materials,
including, but not limited to, the Comprehensive Environmental Response,
Compensation and Liability Act of 1980, as amended by the Superfund
Amendments and Reauthorization Act of 1986, 42 U.S.C. $ 9601 et seq. and
otherwise ("CERCLA"); the Solid Waste Disposal Act, as amended by the
Resource Conservation and Recovery Act of 1976,42 U.S.C. $ 69016901, et seq.
and otherwise ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. $ 2601 et
seq.; the Federal Water Pollution Control Act, 33 U.S.C. $ 1251 et seq.
("FWPCA"); the Hazardous Materials Transportation Act, 49 U.S.C. $ 5l0l; the
Safe Drinking Water Act, 42 U.S.C. $ 300f et seq.; the Occupational Safety and
Health Act,29 U.S.C. $ 651 et seq.; the Emergency Planning and Community
Right to Know Act of 1986, 42 U.S.C. $ I l00l et seq. ("EPCRA"); the Atomic
Energy Ac! 42 U.S.C. $ 20142014, et seq.; the Endangered Species Act, 16
U.S.C. $ 1531 et seq.; the Federal lnsecticide, Fungicide, and Rodenticide Act, 7
U.S.C. $ 136 et seq. ("FIFRA"); the Clean Air Act,42 U.S.C. $ 74017401, et seq.
("CAA"); the Clean Water Act, 33 U.S.C. $$ 1251 et seq. ("CWA"); and their
state analogs, state counterparts, and other state laws, regulations, stafutes and
colnmon law relating to protection of human health and the environment.
"Equipmenf'has the meaning set forth in Section 3.1(a)(v).
"Excluded Property" has the meaning set forth in Section 3.1(b).
"Facilities Handover Procedure" has the meaning set forth in Section 6.1(g).
"Facilities Removal" has the meaning set forth in the KHSA.
-3-
2964599.2004185r OTH
Rocky Mountain Power
Exhibit No. 6 Page I of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
"Facility" and "Facilities" have the meanings ascribed to such terms in the
KHSA.
"Fall Creek Lease" means the lease of the Fall Creek Property substantially in
the form attached as Exhibit D.
"Fall Creek Premises" means the land to be demised under the Fall Creek Lease
and described in Exhibit E.
"Fall Creek Property" means the leasehold interest in the Fall Creek Premises,
and any improvements, structures, equipment or appurtenances demised to KRRC
or otherwise provided for under the Fall Creek Lease.
"FERC" means the Federal Energy Regulatory Commission.
"FERC License" means License No. P-14803 or such other license as may be
issued by FERC relating to the I-ower Klamath Project.
"FERC License Transfer Instruments" means such documents and instruments
as are necessary to evidence KRRC's acceptance of the FERC License.
"Governmental Authority" means any federal, state or local governmental
entity, any subdivision thereof, or any Native American Tribe, exercising any
executive, legislative, judicial, regulatory, administrative or other governmental
function with respect to the Property or any Person, as applicable.
"Hatchery Operation Agreemenf'has the meaning set forth in Section 4.2(h).
o'Hazardous Materials" means asbestos or any substance containing asbestos,
polychlorinated biphenyls ("PCB"), PCB contaminated material, including, but
not limited to, PCB contaminated electrical equipment as defined in 40 C.F.R.
76l.3,lead, lead in the form of lead based paint materials or paint with lead
("LBP"), flammable explosives, radioactive materials, petroleum, petroleum
fractions, petroleum constituents, petroleum distillates, chemicals known to cause
cancer or reproductive toxicity or that pose a risk to human health or safety or the
environment or that are regulated under Environmental Law, pollutants, effluents,
residues, contaminants, emissions or related materials, natural gas liquids, and any
items defined or regulated as "hazardous waste," "hazardous materials,"
"hazardous substances," 'toxic waste," "toxic materials," or "toxic substances" or
words of similar import, all under any applicable Environmental Law. The term
'oHazardous Materials" shall not include items that are "household hazardous
waste" including chemicals, lubricants, refrigerants, household supplies, materials
for common residential purposes, and other substances kept in amounts typical
for, and used as, standard janitorial supplies, office supplies, and the like in
connection with the routine maintenance and operation of facilities similar to the
Premises, to the extent kept, used, and maintained in a manner consistent with
their intended uses and in compliance with Environmental Law.
-4-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 10 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
'6IGH" has the meaning set forth in Section 2.1(c).
"Improvements" has the meaning set forth in Section 3.1(a)(iv).
"Intangibles" has the meaning set forth in Section 3.1(a)(vii).
"Keno Land" means the property described in Exhibit I.
"KHSA" has the meaning set forth in the Recitals.
"KRRC Easement Properties" has the meaning set forth in Section 11.5.
"KRRC Temporary Construction Easements" have the meaning set forth in
Section 11.5.
"Laws" means laws (including common law), statutes, codes, treaties, orders,
rules, regulations, ordinances, requirements, judgments, orders, decrees or
determinations of any Govemmental Authority, including the Americans with
Disabilities Act of 1990, in each case as in effect at the time of reference.
"Legal Requirement(s)" means, (i) with reference to any Person (A) the articles
of organization, operating agreement, certificate of incorporation and by-laws or
parhrership agreement, certificate of limited partnership or other organizational or
governing documents of such Person, and (B) any Laws applicable to or binding
upon such Person or its property (to the extent thereby affecting the Project
Property); and (ii) with reference to the Project Property (A) any Laws applicable
to or binding upon the Project Property, any appurtenance thereto, or the use or
manner of use thereof, including without limitation (l) any applicable
environmental, ecological, zoring, building, landmark, subdivision and land use
Laws, (2) the requirements, terms or conditions of any Approvals of any
Govemmental Authority, and (3) the terms, conditions and requirements of any
easement, restrictive declaration or other encumbrance upon the Project Property,
and (B) the orders, rules and regulations of the Board of Fire Underwriters or any
body now or hereafter performing similar functions. "Legal Requirements" shall
not include any law, regulation or requirement that is inapplicable to any Person,
the Project Property, its operation, or any activities relating to the Project Property
or Facilities Removal as a result of pre-emption by FERC jurisdiction or
otherwise.
"Liabilities" means liabilities or obligations of any type or nature, including any
direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage,
deficiency, cost, expense, obligation or responsibility, whether known or
unknown, fixed or unfixed, choate or inchoate, liquidated or unliquidated, secured
or unsecured.
"Lower Klamath Project" means the four hydroelectric generating
developments (J.C. Boyle, Copco No. 1, Copco No. 2 and Iron Gate) and
5
2964s99.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 11 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
associated lands to be tansferred from PacifiCorp to KRRC under the KHSA,
including lands referred to in the KHSA as Parcel B lands.
"Material Adverse Effecf' means any state of facts, circumstance, condition,
event, occurence, result or effect (each, an "Effecf') that, individually or in
combination with any other Effect, is or would reasonably be expected to become
materially adverse to the ability of the applicable party to perform their
obligations under this Agreement, applicable Laws, any Permit or the KHSA.
6'NMFS-PaciIiCorp Implementing Agreement" means the Implementing
Agreement between PacifiCorp and the National Marine Fisheries Service, dated
February 24,2012.
"O&M Agreement" means the Operations and Maintenance Agreement, dated
September 20,2017, between KRRC and PacifiCorp.
"Occupied Third-Party Premises" has the meaning set forth in Section 3(aXii).
'oOperating Permits" has the meaning set forth in Section 3.1(a)(vi).
'?acifiCorp Easement Properties" has the meaning set forth in Section ll.2(a).
"PacifiCorp Easements" has the meaning set forth in Section 1 I .1.
6'Parcel B Land" has the meaning set forth in Section 3.1(a)(D.
"Permits" means the Removal Permits and the Operating Permits.
'oPermitted Encumbrances" means the matters set forth on Exhibit B.
"Person" means natural persons, corporations, companies, partnerships, limited
liability companies, trusts, associations, public bodies, joint ventures and similar
entities, including Governmental Authorities.
"Personal Property" means all property to be transferred to KRRC under this
Agreement that is not Real Property.
'oPole Attachment(s)" means a third party's installation or maintenance of a pole
or similar structure to support utility lines (including for telecommunications) and
related equipment on the Real Property or a third party's installation or
maintenance of utility lines (including for telecommunications) and related
equipment on poles or similar structures owned or maintained by PacifiCorp.
"Pole Attachment Agreement(s)" means an agreement with a third party that
authorizes a Pole Attachment.
"Post-Closing Environmental Resolution Agreement" has the meaning set
forth in Section 3.5(c).
-6
296/.s99.20 041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 12 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
"Pre-Existing Environmental Condition" means (a) means the conditions
identified in Exhibit C, and (b) any condition or circumstance relating to
Hazardous Materials arising after the effective date of Exhibit C and prior to the
Closing Date that results in or could reasonably be expected to result in Liability
to an owner of the Property unless caused by KRRC or its contractors or
subcontractors of any tier.
"Project Property" has the meaning set forth in Section 3.l(a)(vii).
"Real Property" has the meaning set forth in Section 3.1(a)(iv).
ooRecords" has the meaning set forth in Section 3.1(a)(vii).
"Removal Permit(s)" means the federal, state or local approvals, consents,
permits or licenses as may be required or appropriate to implement the Definite
Plan. "Removal Permit" does not include reference to the Surrender Order.
"Retained Environmental Obligations" has the meaning set forth in Section 3.5
"Retained Facilities" has the meaning set forth in Section D.l of Exhibit H-I.
"Service Contract(s)" means contracts, agreements and other arrangements
between PacifiCorp and any third parties (including any Governmental
Authorities) relating to services to be performed or goods or materials to be
provided in connection with the Property, including construction conffacts and
subcontracts, maintenance contracts, consulting agreements, utility agreements,
supply agreements, road maintenance agreements and other agreements that affect
or relate to the Property, provided that Service Contracts shall not include any
such contracts or agreements that relate solely to the PacifiCorp Easements.
"State(s)" means the State of California and/or the State of Oregon, as the context
requires.
ooSurrender Order" means an order authorizing the surrender of the FERC
License on terms and conditions consistent with the KHSA, the Definite Plan and
otherwise reasonably acceptable to KRRC.
"Termination Evenf'means the occurrence of any of the following:
FERC has denied in any material respect the joint application of
KRRC, the States and PacifiCorp for the Transfer Order submitted
pursuant to the MOA;
(ii) FERC has denied in any material respect the amended application
for the Surrender Order submitted by I(RRC and PacifiCorp
pursuant to the MOA;
-7 -
296/.s99.20041851 OTII
(i)
Rocky Mountain Power
Exhibit No. 6 Page 13 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
(iii) Any Removal Permit has been denied notwithstanding good faith
efforts to obtain it, or has been issued on terms unacceptable to
KRRC;
(iv) The KHSA has been terminated;
(v) KRRC has been delayed in its prosecution of Facilities Removal
by any legally effective injunction, order, or stay, including a stay
of any FERC order or Removal Permit, or by any other litigation
rendering it impossible, as a legal matter, or impractical, applying
commercially reasonable standards, for KRRC to proceed with and
complete Facilities Removal in accordance with the Definite plan;
(vD The occurrence or pendency ofany proceedings under Section 8.6
or 8.7 of the KHSA or the occurrence of any event or circumstance
described in Section 8.11 of the KHSA rendering it, in any such
case, impossible or impractical, applying commercially reasonable
standards, for KRRC to proceed with and complete Facilities
Removal in accordance with the Definite Plan;
(vii) The occurrence or pendency of any change in applicable Legal
Requirements rendering it impossible or impractical, applying
commercially reasonable standards, for KRRC to proceed with
Facilities Removal in accordance with the Definite plan;
(viii) A lapse, reversion, expiration or termination of any material
portion of KRRC's funding rendering it impossible or impractical,
applyrng commercially reasonable standards, for KRRC to proceed
with Facilities Removal in accordance with the Definite plan;
(i*) The O&M Agreement has terminated for any reason other than
terminations provided for in Section3.2 thereof;
(x)PacifiCorp is in material default of its funding obligations under
the KHSA;
(*i) KRRC is unable to enter into a contract or contracts for Facilities
Removal in accordance with the Definite Plan with qualified
contractors at a cost that is within the funding available to KRRC
for Facilities Removal;
(xii) The occurrence of any other matter or circumstance rendering it
impossible or impractical, applying commercially reasonable
standards, for KRRC to proceed with Facilities Removal in
accordance with the Definite Plan;
-8-
296/.599.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 14 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(xiii) A casualty rendering it impossible or impractical, applylng
commercially reasonable standards, for KRRC to proceed with
Facilities Removal in accordance with the Definite Plan;
(xiv) Any pubtic utility commission with jurisdiction over PacifiCorp
has, by final and unappealable action, declined to issue an order
that allows PacifiCorp to transfer the Property in accordance with
this Agreement; or
(*v) The failure of National Marine Fisheries Service to approve the
modification, transfer, or assignment of the Property pursuant to
the NMFS-PacifiCorp Implernenting Agreement on terms
satisfactory to both KRRC and PacifiCorp.
"Title Company" means Stewart Title Insurance Company or such other title
insurance company selected by KRRC that is licensed in California or Oregon, as
applicable.
"Title Objections" has the meaning set forth in Section 3.2(b).
"Title Searches" has the meaning set forth in Section 3.2(b).
"Transaction(s)" has the meaning set forth in Section 2.1(a).
"Transfer Order" means an order authorizing the transfer of the FERC License
from PacifiCorp to KRRC and the States.
"Tribal Culfural Inventory" means the materials listed in Section 9 of Appendix
L to the Definite Plan.
"Tribal Cultural Resources" has the meaning ascribed to such term under
applicable Laws.
"Use and Possession Agreements" has the meaning set forth in Section
3.1(aXiD.
Section L.2. Construction. Unless the context clearly indicates to the contrary, the
following rules apply to the construction of this Agreement:
(a) Words importing the singular number include the plural number and vice
versa.
(b) Words importing the feminine, masculine and neuter genders each include
correlative words of the other genders.
(c) All references to particular articles or sections without reference to a
specific document are references to articles or sections of this Agreement.
-9-
2964599.200418s1 orH
Rocky Mountain Power
Exhibit No. 6 Page 1 5 of 186
Case No. PAC-E-21-O1
\Mtness: Timothy J. Hemstreet
(d) The captions and headings in this Agreement are solely for convenience of
reference and neither constitute a part of this Agreement nor affect its meaning, construction or
effect.
(e) The terms "hereby", oohereof', "hereto", ,,herein,,, ..hereunder,, and any
similar terms, as used in this Agreement, refer to this Agreement in its entirety and not the
particular article or section of this Agreement in which they appear. The term "hereafter" means
after, and the term'oheretofore" means before, the date of this Agreement.
(0 The word o'including" and words of similar import mean "including but
not limited to."
(g) Except where this Agreement expressly provides for a different standard,
any approvals, consents and acceptances required to be given or made by any person or party
hereunder may be granted or withheld in the sole and absolute discretion of the person or party
whose approval, consent or acceptance is required. For purposes ofthe forgoing *acceptance"
includes a party's confirmation that a document required to be delivered to such party or a state
ofaffairs required by such party to exist is acceptable to such party.
(h) All references in this Agreement to any Laws mean such Laws as they
may be amended and in effect at the time of reference.
(i) All references in this Agreement to any other document, agreement or
instrument mean such document, agreement or instrument as it may be amended, modified,
supplemented or restated.
0) All exhibits, attachments and appendices to this Agreement, including any
amendments and supplements thereto, are hereby incorporated into and made a part of this
Agreement.
SECTION 2. THE TRANSACTIONS; TERM OF AGREEMENT
Section 2.1. Purpose of Agreement.
(a) This Agreement establishes the procedures, terms and conditions under
which the parties agree to implement the KHSA relating to PacifiCorp's transfer of the Parcel B
Land and other property to KRRC so that KRRC, along with the States, can accept the FERC
License and KRRC can thereafter carry out Facilities Removal. The transfers will be effectuated
through the transfer of the Parcel B Land and other Facilities-related property as described more
particularly below (the "Property Transfer"). The parties also wish to memorialize certain
agreements regarding IGH, the currently inactive hatchery facilities at Fall Creek, and the Keno
Lands, including (i) the transfer of IGH to KRRC rather than the State of California, (ii) the
leasing of the currently inactive hatchery facility at Fall Creek to KRRC in anticipation of its
renovation by KRRC and assignment to the State of California for operation (the "Fall Creek
Transaction"), and (iii) the exclusion of the Keno Land from the Property Transfer in
anticipation of its transfer by PacifiCorp directly to the State of Oregon, all as described below.
The Property Transfer and the Fall Creek Transaction are each referred to as a "Transaction"
and are referred to collectively as the "Transactions".
-10-
2964599.20041851 oTH
Rocky Mounlain Power
Exhibit No. 6 Page 16 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(b) The Property Transfer shall consist of the following matters, all as set
forth more particularly in this Agreement:
(i) PacifiCorp will:
(A) transfer to KRRC fee title to the Parcel B Land and all of
its right, title and interests in all other Project Property,
subject to a reservation of the PacifiCorp Easements;
(B) deliver possession of the Project Property to KRRC in the
condition required under this Agreement; and
(C) grant to KRRC certain temporary easements over non-
Parcel B Land to facilitate certain aspects of Facilities
Removal.
(ii) KRRC will:
(A) accept title to and possession of the Project Property, and
(B) along with the State of California and the State of Oregon
as provided in the MOA, accept the FERC License.
(c) The parties acknowledge that the Iron Gate Fish Hatchery ("IGH") is
subject to the FERC License and that hatchery operations will be necessary following Facilities
Removal. The parties acknowledge further that Section 7.6.6 of the KHSA contemplates transfer
of IGH to the State of California at the time the Parcel B Lands are transferred to KRRC, or at
such other time as the parties may agree. As recited above, the parties also acknowledge that the
State of California has agreed to a transfer of IGH to KRRC prior to its transfer to the State of
California. Accordingly, the parties acknowledge that the transfer of the Parcel B Land will
include all of PacifiCorp's interests in IGH. Pursuant to the Hatchery Operation Agreement,
CDFW will continue to operate IGH following the transfer of ownership of the IGH Property to
KRRC. Notwithstanding the continuation of CDFW's operations, however, KRRC shall not be
liable to CDFW for any amounts incurred or matters arising prior to Closing, all of which shall
remain PacifiCorp's responsibility. In addition, the parties agree that PacifiCorp and KRRC will
enter into the Fall Creek Lease and that PacifiCorp will deliver, and KRRC will accept,
possession of the Fall Creek Premises in the condition required under this Agreement.
Following completion of the improvements to the Fall Creek Premises provided for under the
Fall Creek Lease, KRRC will assign the Fall Creek Lease to CDFW.
(d) The parties acknowledge that while the Keno Land is designated as part of
the "Parcel B land" under the KHSA, it is not material to Facilities Removal. Accordingly, the
parties have agreed to exclude it from the Property Transfer and have entered into a
memorandum of understanding with the State of Oregon that contemplates a direct transfer of the
Keno Land by PacifiCorp to the State of Oregon at a time expected to be not later than when the
Keno Land would be transferred to the State of Oregon by I(RRC if it were to take title to the
Keno Land under this Agreement. KRRC shall have no obligations under this Agreement in
connection with the transfer of the Keno Land to the State of Oregon.
- 11-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 17 of 186
Case No. PAC-E-21-01
\A/itness: Timothy J. Hemstreet
Section 2.2. Asreement to Perform Transactions. PacifiCorp and KRRC each
agrees to carry out the Transactions in accordance with and subject to the terms and conditions of
this Agreement.
Section 2.3. Term of Asreement. This Agreement is effective as of the Effective
Date and shall terminate upon the sooner to occur of:
(a) the Closing; or
(b) termination of this Agreement by either party following the occurrence of
a Termination Event in accordance with Section 14.3.
SECTION 3. THE PROPERTY
Section 3.1. The Proiect Propertv.
(a) For purposes of this Agreement the "Project Property" consists of the
following, subject to Subsection 3.1(b);
(i) Fee simple title to the approximately 8,000 acres of real property
located in Klamath County, Oregon and Siskiyou County,
California, referred to as "Parcel B property" in Section 7.6.1 of
the KHSA and more particularly described in Exhibit A. including
IGH but not including the Keno Land (the "Parcel B Land"); and
(ii) All leases, licenses or other rights of use or occupancy ("Use and
Possession Agreements") relating to any land owned by any
Person other than PacifiCorp but leased to or otherwise occupied
or used by PacifiCorp or any of its Affiliates in connection with the
ownership or operation of the Facilities, including the following at
the J.C. Boyle hydroelectric facility:
(A) property leased from the State of Oregon;
(B) submerged lands; and
(C) portions of the J.C. Boyle hydroelechic facility located on
property owned by the United States of America
(individually and collectively, as applicable, "Occupied
Third-Party Premises" );
(iii) All easements, rights of way, licenses, privileges, strips, gores,
rights and interests of any kind (including water, timber and
mineral rights) appurtenant to or otherwise relating to the Parcel B
Land, any Occupied Third-Party Premises or any Facilities (the
"Appurtenances");
-t2-
296/.599.20041851 OTH
(iv)
(v)
(vi)
Rocky Mountain Power
Exhibit No. 6 Page 18 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
All buildings, improvements, structures, utility infrastructure, and
fixtures located on the Parcel B Land or, to the extent of
PacifiCorp's interest, located on Occupied Third-Party Premises or
on any Appurtenances (the 'olmprovements"; the Parcel B Land,
Occupied Third-Party Premises, Appurtenances, and
Improvements are referred to collectively as the "Real Property");
All equipment, machinery, building systems, trade fixtures and
other personal property located on the Parcel B Land or, to the
extent of PacifiCorp's interest, located on Occupied Third-Party
Premises or any Appurtenances (the "Equipment");
All licenses, certificates, authorizations, registrations, permits,
consents and approvals called for by any Legal Requirement in
connection with (i) the ownership, occupancy, use, maintenance or
operation of any Real Property or Equipment as presently operated
or as contemplated under the O&M Agreement or the I(HSA (the
"Operating Permits"), provided, however, that "Operating
Permits" do not include the Removal Permits; and
(vii) All books, records, data, manuals, plans, specifications, manuals,
Service Contracts and similar materials relating to the use,
operation or ownership of the Real Property or the Equipment (the
"Records") required to be delivered pursuant to Section 4.4(bb),
and any other personal or intangible property relating to the Real
Property (the "Intangibles"; the Intangibles along with the Real
Property, Equipment, Records and Operating Permits are referred
to collectively as the "Project Property").
(b) Notwithstanding anything to the contrary in subsection 3.1(a), the Project
Property does not include the following (the "Excluded Property"):
(D Decommissioned Property;
(i1) Retained Facilities; and
(iii) The easement interests in the Real Property reserved under the
PacifiCorp Easements.
Section 3.2. Title Matters.
(a) At the Closing PacifiCorp must deliver, and KRRC must accept, such state
of title to the Real Property as the Title Company is willing to insure without special premium
pursuant to a standard extended coverage owner's title policy insuring that fee simple title to the
Parcel B Land, along with the related rights to all Appurtenances and Improvements, is vested in
KRRC free and clear of all Encumbrances except for Permitted Encumbrances.
-13-
2964s99.20 041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 19 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
(b) KRRC has engaged the Title Company and KPFF to conduct title searches
and surveys of the Parcel B Land, the cost of which shall be shared equally by PacifiCorp and
KRRC (the "Title Searches") and has furnished copies of the Title Searches to PacifiCorp and
the States. PacifiCorp acknowledges that all maffers set forth in the Title Searches, including
any updates thereof that are not listed as Permitted Encumbrances ("Title Objections") must be
removed as encumbrances upon the Real Property at or prior to Closing or, if removal of any
Title Objections is not possible using PacifiCorp's best efforts, PacifiCorp shall cause such Title
Objections to be bonded or otherwise addressed in a manner acceptable to KRRC. KRRC shall
promptly deliver to PacifiCory any Title Search updates along with a notice stating which, if any
matters shown in such updates are Title Objections.
(c) PacifiCorp may, at its sole cost, purchase a joint protection title insurance
policy to the extent available.
Section 3.3. Propertv Condition.
(a) The Project Property and the Fall Creek Premises shall be delivered to
KRRC at Closing in safe condition and in compliance with applicable Legal Requirements,
including the FERC License, and otherwise in substantially the same condition as on the
Effective Date, subject to Section 3.5.
(b) The parties acknowledge that, pursuant to the KHSA, KRRC will
undertake Facilities Removal and implement the Definite Plan, and that, subject to PacifiCorp's
compliance with its obligations under the O&M Agreement, KRRC will be responsible for all
physical conditions at the Real Property covered by the Definite Plan. The parties further
acknowledge, however, that Pre-Existing Environmental Conditions are not KRRC's
responsibility. Accordingly, PacifiCorp shall deliver the Project Property to KRRC free of any
Pre-Existing Environmental Conditions except as expressly provided for in Section 3.5.
Section 3.4. Dilisence/Inspections. PacifiCorp will cooperate with KRRC in
conducting such further diligence regarding the Project Property and the Fall Creek Premises as
KRRC may determine to be necessary, including continued reasonable access under mutually
agreeable terms and consistent with current practices.
Section3.5. EnvironmentalMatters.
(a) PacifiCorp shall cause all Pre-Existing Environmental Conditions to be
resolved, at its sole cost and expense, to the reasonable satisfaction of KRRC in consultation
with the respective States. Such reasonable satisfaction shall be documented in a mutually
agreeable form acceptable to the States.
(b) In discharging its obligations under this Section 3.5 and prior to
commencing any activity to implement its proposed resolution of a condition, PacifiCorp shall
provide to KRRC and the States, as to each Pre-Existing Environmental Condition, a written
report containing a reasonably detailed description of:
(i) its efforts to assess the scope of the condition,
-14-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 20 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
(ii) the results of such efforts,
(iii) its proposed approach to resolving the condition,
(iv) the legal and regulatory requirements applicable to the condition
and the compliance of the proposed approach with such
requirements, including any regulatory approvals required to be
obtained,
(v) any obligations or limitations relating to such approach that would
survive the proposed resolution, including monitoring or
institutional contols, and any effect they would have on the design
or implementation of the Definite Plan and on the prospective uses
of the Real Property following Facilities Removal as anticipated by
the KHSA, and
(vi) PacifiCorp's proposed schedule for performing any work, making
any required regulatory filings, and receiving any required
regulatory approvals.
PacifiCorp shall update such reports from time to time so that they remain accurate, shall
promptly notify KRRC and the States of any Pre-Existing Environmental Conditions arising
subsequent to the effective date of Exhibit C, and shall generally keep the States and KRRC
apprised of its progress. KRRC and the States shall have the right to observe and inspect any
remediation work and to review any lab results. In the event KRRC or the States reasonably
requests any additional information from time to time or notifies PacifiCorp of any objections or
concerns regarding any report, including its completeness or the proposed resolution of a
condition, PacifiCorp shall address such request, objection or concem to the reasonable
satisfaction of KRRC and the States No Pre-Existing Environmental Conditions shall be
resolved in a way that would (i) impose any subsequent obligation or limitation on KRRC or that
would materially adversely affect the design or implementation of the Definite Plan without the
prior written consent of KRRC, or (ii) impose any subsequent obligation or limitation upon the
States or the prospective uses of the Real Property following Facilities Removal as anticipated by
the KHSA without the prior written consent of the States.
(c) Except as expressly provided in subsection (d) below, PacifiCorp shall
cause all Pre-Existing Environmental Conditions to be resolved in accordance with this Section
3.5 prior to transfer of the FERC License. Not later than sixty (60) days prior to the scheduled
transfer of the FERC License PacifiCorp shall provide KRRC and the States with a report on the
status of its efforts to resolve the Pre-Existing Environmental Conditions. To the extent that any
Pre-Existing Environmental Condition is not susceptible to resolution prior to transfer of the
FERC License such report shall describe why it was not able to be cost-effectively resolved prior
to transfer of the FERC License, what further actions must be taken or circumstances must occur
in order to permit cost-effective resolution, and when PacifiCorp reasonably anticipates being
able to cause its resolution to occur.
-15-
2964599.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 21 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(d) At Closing PacifiCorp shall enter into an agreement with KRRC and the
States in the form set forth in Exhibit F (the "Post-Closing Environmental Resolution
Agreement") with respect to all Pre-Existing Environmental Conditions not resolved in
accordance with this Section 3.5 as of Closing ("Retained Environmental Obligations").
SECTION 4. CLOSING
Section 4.1. The Closine
(a) The closing of the Transactions (the "Closing") shall occur upon the
satisfaction by the parties of their respective obligations under Sections 4.4 and 4.5, except for
any such obligations that have been waived in writing by the other party.
(b) The Closing shall take place on or about the date that is thirty (30) days
after the Closing Conditions have been satisfied or waived in writing, or such other date and time
as shall be mutually satisfactory to the parties. The date of the Closing is referred to as the
"Closing Date."
(c) The Closing shall be administered in escrow by the Title Company
through its offices, or those of its affiliate, in Portland, Oregon. The parties shall share equally
the cost ofsuch escrow services, ifany.
(d) If the Title Company is unable or unwilling to provide escrow closing
services, or if the parties agree not to close in escrow, then the Closing shall take place at 10:00
am on the Closing Date at the offices of Hawkins Delafield & Wood LLP in Portland, Oregon or
such other location as the parties may agree.
Section 4.2. Conditions Precedent to KRRC's Closins Obliqations. KRRC's
obligations under this Agreement in respect of the Closing are subject to the fulfillment or
satisfaction, prior to or at the Closing, of each of the following conditions precedent, any of
which may be waived by KRRC in its sole and absolute discretion:
(a) All representations and warranties of PacifiCorp under this Agreement are
true, complete and correct in all material respects as if made on the Closing Date.
(b) PacifiCorp has performed and complied with all agreements and
conditions required by this Agreement to be performed or complied with prior to or at the
Closing and KRRC has been furnished with a certificate or certificates of PacifiCorp dated the
Closing Date, signed by an officer of PacifiCorp acceptable to KRRC certifuing, in such detail as
KRRC may reasonably request, to the fulfillment of the foregoing condition.
(c) The KHSA is in full force and effect and no proceeding under Section 8.6
or 8.7 thereof is pending, nor has any event described in Section 8.11 thereof, or that could
otherwise result in a termination of the KHSA, occurred and be continuing uncured or unwaived.
(d) FERC has issued a Transfer Order and a Surrender Order and (i) the
Surrender Order has not been rejected in accordance with Section 3(c) of the MOA within thirty
-16-
29&s99.20 0418s1 oTH
Rocky Mountain Power
Exhibit No. 6 Page 22 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
(30) days of its issuance, and (ii) the Transfer Order and the Surrender Order are final and non-
appealable.
(e) The conditions set forth in the MOA implementing Sections 7.1.4 of the
KHSA have been satisfied;
(f) The O&M Agreement is in fulIforce and effect'
(g) No Termination Event has occurred and is continuing'
(h) KRRC has entered into an agreement with CDFW providing for the
operation of the Fall Creek Property and/or such other hatchery operations as may be required
u-nder the FERC License, Transfer Order, Surrender Order or any Removal Permit (the
"Hatchery Operation Agreemenf ').
(i) KRRC has entered into one or more conffacts for Facilities Removal with
a fixed price, guaranteed maximum price or other definitive pricing in amounts consistent with
the Definite Plan and within the funding available to KRRC.
C) PacifiCorp has delivered such surveys, maps and other materials as may
be required under Section 11.4 of this Agreement.
(k) pacifiCorp has obtained and delivered to KRRC copies of such
instruments, agreements, consents and approvals (including any approvals from any
Governmental Authorities) as may be required to transfer its interest in any Project Property, or
to lease the Fall Creek Premises, to KRRC, such that following the Closing all property rights
and rights of access necessary to own and operate the Facilities, implement the Defrnite Plan and
otheniise comply with the KHSA, the Transfer Order, the Surrender Order and the Removal
Permits have been documented to KRRC's reasonable satisfaction;
(l) KRRC has acquired such Additional Property Interests as it has
determined to be necessary or convenient for implementing the Definite Plan and complying
with the Transfer Order, the Surrender Order and the Removal Permits.
(m) PacifiCorp and the Project Property are in compliance with the terms of
the FERC License.
(n) KRRC has entered into agreements with the State of California and the
State of Oregon with respect to post-Facilities Removal transfers of the Property.
(o) NMFS has approved the transfer of the Property under the NMFS-
PacifiCorp Implementing Agreement on terms acceptable to KRRC.
(p) PacifiCorp has delivered to KRRC copies of its notice to each
counterparty urrd". a Pole Attachment Agreement informing them of the transfer of the Real
Property and of the need to seek permission for access from KRRC as of the Closing Date.
-t7 -
2964599.20041851 orH
Rocky Mountain Power
Exhibit No. 6 Page 23 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
Section 4.3. Conditions Precedent to PacifiCorn's Closine Oblieations.
PacifiCorp's obligations under this Agreement in respect of the Closing are subject to the
fulfillment or satisfaction, prior to or at the Closing, of each of the following conditions
precedent, any of which may be waived by PacifiCorp in its sole and absolute discretion:
(a) All representations and warranties of KRRC under this Agreement shall be
true, complete and correct in all material respects as if made on the Closing Date.
(b) KRRC has performed and complied with all agreements and conditions
required by this Agreement to be performed or complied with prior to or at the Closing and
PacifiCorp has been fumished with a certificate or certificates of KRRC, dated the Closing Date,
signed by the Chief Executive Officer or Chief Operating Officer of KRRC, certiffing, in such
detail as PacifiCorp may reasonably request, to the fulfillment of the foregoing condition.
(c) The KHSA is in full force and effect and there shall not be pending any
proceeding under Section 8.6 or 8.7 thereof, nor shall any event described in Section 8.ll
thereof, or that could otherwise result in a termination of the KHSA, have occurred and be
continuing uncured or unwaived.
(d) FERC has issued a Transfer Order and a Surrender Order and (i) the
Surrender Order has not been rejected in accordance with Section 3(c) of the MOA within thirty
(30) days of its issuance, and (ii) the Transfer Order and the Surrender Order are final and non-
appealable.
(e) PacifiCorp has received such approvals of the Transactions, if any, as are
legally required from the Oregon Public Utility Commission, the California Public Utilities
Commission, the Wyoming Public Service Commission, the Idaho Public Service Commission
and such other public utility commissions and Governmental Authorities as have jurisdiction
over PacifiCorp or the Property, provided that any conditions to the effectiveness of each such
approval are acceptable to PacifiCorp.
(0 PacifiCorp has concurred, pursuant to Section 7.4.2 of the KHSA, that the
conditions stated therein have been fulfilled.
G) NMFS has approved the tansfer of the Property under the NMFS-
PacifiCorp Implementing Agreement on terms acceptable to PacifiCorp.
Section 4.4. PacifiCorn's Closine Deliveries. At the Closing, subject to the terms and
conditions contained in this Agreement, PacifiCorp will deliverto KRRC the following:
(a) Evidence acceptable to KRRC that PacifiCorp has taken such corporate
measures as are necessary to authorize the execution and delivery of the deeds to the Parcel B
Land, the assignment of the Use and Possession Agreements, the execution and delivery of the
Fall Creek Lease and the execution and delivery of all other agreements, instruments, and other
documents to be executed and delivered by PacifiCorp at the Closing pursuant to this
Agreement;
-18-
2964599.2004t851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 24 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(b) One or more fully executed grant deeds to the Parcel B Land located in
California, with the PacifiCorp Easements reserved, in recordable form and otherwise acceptable
to KRRC;
(c) One or more fully executed KRRC Temporary Construction Easements
covering the KI{RC Easement Properties in the State of California, in recordable form and
otherwise acceptable to KRRC;
(d) Such accompanying executed reports, returns, affidavits and other
documents as are necessary to record the deeds and KRRC Temporary Consffuction Easements
in California;
(e) One or more fully executed bargain and sale deeds to the Parcel B Land
located in Oregon, with the PacifiCorp Easements reserved, in recordable form and otherwise
acceptable to KRRC;
(f) One or more fully executed KRRC Temporary Construction Easements
covering the IifRRC Easement Properties in the State of Oregon, in recordable form and
otherwise acceptable to KRRC;
(g) Such accompanying executed reports, returns, affidavits and other
documents as are necessary to record the deeds and KRRC Temporary Construction Easements
in Oregon;
(h) An executed assignment of all Use and Possession Agreements and
Appurtenances in the form attached as Exhibit G, along with evidence of any required consent to
such assignments;
(i) Such accompanying executed reports, retums, affidavits and other
documents as are necessary to record the assignment in California;
0) Such accompanying executed reports, retums, affidavits and other
documents as are necessary to record the assignment in Oregon;
(k) Such other executed instruments, documents, affidavits, and certificates
necessary for the Title Company to issue to KRRC title insurance policies for the Real Property
with extended coverage except for Permitted Encumbrances and sufficient to eliminate any
exceptions to coverage for mechanics liens;
(l) An executed bill of sale for all Personal Property;
(m) An executed assignment and assumption of any of any Service Contracts
KRRC elects to accept in a form acceptable to KRRC;
(n) An executed FIRPTA Affidavit;
- 19-
29ils99.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 25 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
(o) To the extent not already provided to KRRC, Operating Permits, keys,
security codes and other items necessary to afford KRRC full access to the Project Property and
the Fall Creek Premises,
(p) To the extent required under Article ll, maps, diagrams and other
materials, including surveys that have been stamped and certified to KRRC, the State of
California, the State of Oregon and the Title Company by a duly licensed surveyor and that is
otherwise acceptable to KRRC;
(q) Two (2) original executed counterparts of the Fall Creek Lease that have
been executed by PacifiCorp;
G) Three (3) original executed counterparts of the Post-Closing
Environmental Resolution Agreement that have been executed by PacifiCorp;
(s) Possession of the Project Property and the Fall Creek Premises, vacant and
free of any occupants or rights of occupancy or possession, except as permitted under this
Agreement or the O&M Agreement, and in the condition required under this Agreement;
(t) A written statement certifuing that the O&M Agreement is in full force
and effect and that neither PacifiCorp nor KRRC is in default thereunder nor has any event,
condition or circumstance occurred that, with the giving of notice and/or the passage of time,
would constitute a default thereunder.
(u) Such other executed instruments, documents or certificates required under
the terms of this Agreement or otherwise necessary to effectuate the terms of this Agreement
relating to the Closing;
(v) Any net amount due to KRRC in respect of apportionments pursuant to
Section 4.7 below;
(w) Payment of any transfer taxes, tax withholdings or other amounts payable
by a seller pursuant to law or local custom;
(*) Payment of all recording charges (including the Title Company service
fee) for recording each ofthe deeds;
(V) Payment of all other amounts then due to KRRC under this Agreement;
(z) The Certificate required under Section 7.3;
(aa) Evidence of the insurance required under the O&M Agreement; and
(bb) Such Records as KRRC and the States are obligated to have under the
FERC License or as they reasonably request, provided that PacifiCorp shall have the right to
retain such copies as it reasonably requires to comply with all Legal Requirements relating to
records retention.
-20 -
2964s99.200418sr OTH
Rocky Mountain Power
Exhibit No. 6 Page 26 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section 4.5. KRRC's Closins Deliveries. At the Closing, subject to the terms and
conditions contained in this Agreement, KRRC shall deliver to PacifiCorp the following:
(a) A resolution of the board of directors of KRRC, certified by the secretary
of KRRC, authorizing the execution and delivery of the Fall Creek Lease and all other
agreements, instruments, and other documents to be executed and delivered at the Closing by
KRRC;
(b) One or more fully executed KRRC Temporary Construction Easements
covering the KRRC Easement Properties in the State of California, in recordable form and
otherwise acceptable to KRRC;
(c) One or more fully executed KRRC Temporary Construction Easements
covering the KRRC Easement Properties in the State of Oregon, in recordable form and
otherwise acceptable to KRRC;
(d) An executed acceptance of PacifiCorp's assignment of all Use and
Possession Agreements and all Appurtenances in the form attached as Exhibit G;
(e) An executed assignment and assumption of any of the Service Contracts
that KRRC elects to accept in a form acceptable to KRRC;
(0 Two (2) original counterparts of the Fall Creek Lease that have been
executed by KRRC;
(g) Three (3) original executed counterparts of the Post-Closing
Environmental Resolution Agreement that have been executed by KRRC and each of the States;
(h) Such other executed instruments, documents or certificates required under
the terms of this Agreement or otherwise necessary to effectuate the terms of this Agreement
relating to the Closing;
(i) Payment of any transfer taxes, tax withholdings or other amounts payable
by a purchaser pursuant to law or local custom;
0) Any net amount due to PacifiCorp in respect of apportionments pursuant
to Section 4.7 below;
(k) Two (2) original executed sets of the FERC License Transfer Instruments,
executed by KRRC; and
(l) The Certificate required under Section 7.5
Section 4.6. Violations. All notes or notices of violations of Legal Requirements
noted or issued prior to the Closing by any Governmental Authority having jurisdiction over the
Property, and all Encumbrances resulting from any such violations, shall be removed or
complied with by PacifiCorp and any fines or penalties resulting from such violations shall be
paid by PacifiCorp, in each instance prior to Closing.
-2t -
29U599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 27 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section4.7. Apportionments.
(a) Subject to PacifiCorp's obligations for certain expenses under the O&M
Agreement, the following costs relating to the Property will be apportioned between PacifiCorp
and KRRC at the Closing as of l1:59 p.m. on the day immediately preceding the Closing Date:
(i) Ad valorem taxes, school taxes, assessments (general and special)
and other such amounts imposed in respect of the Project Property;
(ii) Water, sewer and other third party utility charges; and
(iii) Other items customarily prorated at real estate closings.
(b) Any errors in computations reported within six (6) months after the
Closing will be corrected. After that the apportionments made shall be final.
(c) Notwithstanding any other provision of this Agreement, KRRC shall not
be responsible for apportioning any costs or expenses that are PacifiCorp's responsibility under
the O&M Agreement.
Section 4.8. Further Assurances. PacifiCorp, from time to time after the Closing, at
KRRC's request, will execute, acknowledge and deliver to KRRC such other instruments of
conveyance and transfer and will take such other actions and execute and deliver such other
documents, certifications and further assurances as KRRC may reasonably request in order to
vest more effectively in KRRC, or to put KRRC more fully in possession of, any of the Project
Property.
SECTION 5. POST-CLOSING MATTERS
Section 5.1. Acknowledgement of Post-Closine Requirements of the KIISA. The
parties acknowledge that the transfers provided for under this Agreement are being made in
contemplation of certain further actions by the parties pursuant to the KHSA, including:
(a) the transfer of IGH and the Fall Creek Lease by KRRC to CDFW or such
other agency or department as the State of California may direct;
(b) the transfer of the Parcel B Land, and certain related property to the State
of California and the State of Oregon, as applicable, acting through such departments or agencies
as they may respectively direct, or to such other parties as either such State may direct, all as
provided for in Section7.6.4 of the KHSA;
(c) the termination, reversion, lapse or abandonment of certain Use and
Possession Agreements and Appurtenances following the completion of Facilities Removal; and
(d) the assignment, abandonment, surrender or revocation of certain water
rights pursuant to Section 7.6.5 of the KHSA.
-22 -
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 28 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section 5.2. Cooperation. The parties agree to cooperate in effectuating the post-
Closing matters refererrced in Section 5.1 above or otherwise relating to the Project Property and
provided for in the KHSA.
Section 5.3. Compliance \ilith Certain Asreements. Notwithstanding any
assignment to, or assumption by, KRRC of the NMFS-PacifrCorp Implementation Agreement
and any other agreement relating to the use or operation of the Project Property, PacifiCorp shall
continue to comply with such agreements for so long as the O&M Agreement is in effect.
Section 5.4. Tax Lot Adiustments. PacifiCorp will cooperate with KRRC in timely
effectuating any tax lot adjustments necessary to assure that all of the Parcel B Land is within tax
lots that donot include any land that is not Parcel B Land. In the event that at Closing any Parcel
B Lands are within the same tax lot as any land owned by PacifiCorp then until separate tax lots
are established, and subject to PacifiCorp's responsibilities in respect of taxes under the O&M
Agreement, each party shall timely pay its proportionate share of the taxes identified in clause (i)
of Section 4.7(a), which shall be determined with reference to the respective acreage within such
tax lot owned by each party.
Section 5.5. Coordination at Copco 2 115KV Substation. The parties acknowledge
that the potential for altered river flows at the current 115 KV substation at Copco 2 following
Facilities Removal will be appropriately addressed as part of implementing the Definite Plan. To
the extent not resolved prior to Closing, each party agrees to timely cooperate with the other to
develop a mutually acceptable plan to accomplish the foregoing so that the reliability of
PacifiCorp's Retained Facilities at the substation is preserved and the implementation of the
Definite Plan is supported.
SECTION 6. COVENANTS
Section 6.1. PacifiCorp Covenants.
(a) Maintain the Prooerty. Prior to the Closing Date PacifiCorp will
maintain the Project Property and the Fall Creek Premises substantially in their current condition
and will not make any changes to the Facilities or their operation that would have a Material
Adverse Effect on KRRC's implementation of the Definite Plan.
(b) Service Contracts. PacifiCorp shall not enter into any new Service
Contracts without KRRC's prior written approval except for Service Contracts that are
terminable upon not less than thirty (30) days' notice. PacifiCorp shall terminate, prior to the
completion of Decommissioning, such Service Contracts as may be identified to PacifiCorp in
writing by I(RRC prior to Decommissioning.
(c) Copies of Notices. PacifiCorp shall promptly furnish to KRRC a copy of:
(i) each notice received from any Governmental Authority relating to
the Project Property or the Fall Creek Premises; and
(ii) any notice or colrespondence from any third party asserting any
claim relating to the Project Property or the Fall Creek Premises,
-23 -
29U599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 29 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
including any claim relating to a Use and Occupancy Agreement,
an Appurtenance, a Service Contract or a Pole Attachment
Agreement.
(d) Pavment For Titk Searches. PacifiCorp shall promptly pay to KRRC
upon demand PacifiCorp's share of the costs of the Title Searches.
(e) Aoprovals. PacifiCorp will diligently seek all Approvals not yet obtained
and as may be required to authorize its tansfer of the Project Property to KRRC, including
Approvals from the grantor or landlord under any Use and Possession Agreements or
Appurtenances, the issuer of any Operating Permits, and any other Approval set forth in
Schedule 7.1(c). PacifiCorp will endeavor to obtain all such Approvals no later than one
hundred eighty (180) days after the Effective Date, will keep KRRC regularly apprised of its
progress, and will report on its efforts not less frequently than every ninety (90) days. [n seeking
the Approvals PacifiCorp shall use reasonable best efforts at its sole cost and expense. In the
event that KRRC has not received all such instruments (other than approvals from any public
utility commissions) within two hundred and seventy (270) days after the Effective Date, then
KRRC may, but has no obligation to, seek to obtain directly such Approvals as KRRC
reasonably determines are necessary to avoid any Material Adverse Effect on KRRC, in which
event PacifiCorp shall reimburse KRRC for all of its costs and expenses in obtaining such
Approvals, including reasonable attorneys' fees and expenses, provided that the foregoing shall
not be construed as authorizing KRRC to seek any approvals from any public utility commission
on PacifiCorp's behalf.
(f) Additional Prooertv Interests. PacifiCorp will, upon request, provide
commercially reasonable assistance to KRRC in obtaining any Additional Property Interests to
the extent that such assistance does not generate a material cost to PacifiCorp and does not have
a Material Adverse Effect on PacifiCorp's interest in the Retained Transmission Facilities.
(g) Decommissionine and Facilities Handover. PacifiCorp will timely
conduct any Decommissioning in a manner that will not have a Material Adverse Effect on
KRRC's ability to comply with the terms of the Surrender Order, the Removal Permits or to
otherwise carry out Facilities Removal in accordance with the Definite Plan. [n addition,
PacifiCorp will reasonably and timely cooperate with KRRC and its contractors and
subcontractors in developing handover procedures to assure a safe and efficient transfer of
possession of the Project Property in anticipation of Facilities Removal (the "Facilities
Handover Procedures"). Such procedures shall address the topics set forth on Exhibit J and
such additional topics as either PacifiCorp or KRRC may reasonably require. Upon completing
the Decommissioning of a Facility PacifiCorp will comply with the Facilities Handover
Procedure for such Facility and will timely deliver the Facility to KRRC in a safe condition
consistent with the condition contemplated by the Definite Plan and will pay all third parties that
participated in Decommissioning that might otherwise have the ability to impose an
Encumbrance upon the Property.
(h) Documentation of Use and Possession Aereements and Aopurtenances.
PacifiCorp shall cooperate with and provide reasonable assistance to KRRC in obtaining written
instruments documenting any Use and Possession Agreements and Appurtenances for which
-24-
2964599.200418s1 oTH
Rocky Mountain Power
Exhibit No. 6 Page 30 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
documentation has not been provided to KRRC as of the Effective Date, except for such
Appurtenances as are inherent as a matter of law in the ownership of the benefitted real property
interest or are not material to implementation of the Definite Plan, compliance with any Legal
Requirements or the general use and occupancy of the Real Property.
(i) No Further Encumbrances. PacifiCorp shall not enter into, permit or
suffer any further Encumbrance of the Project Property or the Fall Creek Premises except for
Permitted Encumbrances. Without limiting the foregoing PacifiCorp acknowledges that any
existing Encumbrances that terminate or expire prior to the Closing Date, including grazing
leases, shall not be extended, renewed or replaced without the prior written consent of KRRC.
CI) IGH Ooeration Costs. PacifiCorp shall timely discharge its obligation to
pay any costs relating to the operation of IGH that arise prior to the Closing.
(k) Pole Attachments. PacifiCorp shall give to each counterparty under an
existing Pole Attachment Agreement the notice provided for in Section A.4 of Exhibit H-l and
shall not enter into any new Pole Attachment Agreement without KRRC's prior written approval
except in compliance with Section A.4 of Exhibit H-1. In the event either party identifies a Pole
Attachment that is not subject to a written Pole Attachment Agreement, it shall notiff the other
party and PacifiCorp shall promptly, at its sole cost and expense, either cause such Pole
Attachment to be removed, or enter into a Pole Attachment Agreement with respect to such Pole
Attachment and shall give to each counterparty under such new Pole Attachment Agreement the
notice provided for in Section A.4 of Exhibit H- 1 . PacifiCorp acknowledges that KRRC will not
be assuming any obligations under any Pole Attachment Agreement and agrees to comply with
its obligations under each Pole Attachment Agreement such that KRRC shall not become subject
to any claim or liability thereunder. Any amendment to a Pole Attachment Agteement shall be
consistent with the foregoing requirements. PacifiCorp shall relocate Pole Attachments as
necessary under the provisions of Section 1 1.3 of this Agreement.
Section 6.2. KRRC Covenants.
(a) No Pre-Closine Modification of the Propertv. Prior to the Closing
KRRC will not take any action to materially alter the physical condition of the Property, except
for due diligence investigations or pre-removal preparations, in each case as contemplated in the
KHSA or the Definite Plan and provided that any such work does adversely affect the Facilities
or violate any Legal Requirements, provided further that all such work shall be subject the
PacifiCorp's review and approval which shall not be unreasonably withheld, delayed or
conditioned.
(b) Cooies of Notices. Until Decommissioning has been completed, KRRC
will promptly furnish to PacifiCorp a copy of:
(i) each notice received from any Governmental Authority relating to
the Project Property; and
(ii) any notice or corespondence from any third party asserting any
claim relating to the Project Property.
-25-
2964s99.200418s1 OTH
Rocky Mountain Power
Exhibit No. 6 Page 31 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(c) Additional Propertv Interests. KRRC will use commercially reasonable
efforts to timely obtain all such Additional Property Interests as it determines to be necessary.
(d) Hatcherv Ooeration Asreement KRRC will use commercially
reasonable efforts to timely enter into the Hatchery Operation Agreement with CDFW.
SECTION 7. REPRESENTATIONS AND WARRANTIES
Section 7.1. PacifiCorp Transactional Representations and Warranties.
PacifiCorp represents, warrants and covenants to KRRC as of the date of this Agreement as
follows:
(a) Orsanization PacifiCorp is a corporation, duly formed, validly existing
and in good standing under the laws of the State of Oregon and qualified to do business in the
State of California.
(b) Authorization PacifiCorp has fulI power and authority to execute and
deliver this Agreement and all other instruments, agreements, certificates and documents
contemplated to be executed and delivered by PacifiCorp and to consummate the Transactions.
PacifiCorp has taken all action required by its organizational documents to authorize the
execution and delivery of this Agreement and all other instruments, agreements, certificates and
documents contemplated to be executed and delivered by PacifiCorp and to authorize the
consummation of the Transactions. The President and CEO, Pacific Power, is authorized to
execute and deliver this Agreement on behalf of PacifiCorp and to thereby bind PacifiCorp to its
terms. This Agreement and all other instruments, agreements, certificates and documents
contemplated to be executed and delivered by PacifiCorp have been duly and validly executed
and delivered by PacifiCorp and constitute legal, valid and binding obligations of PacifiCorp,
enforceable against it in accordance with their respective terms, except as such enforceability
may be limited by bankruptcy, insolvency, creditors' rights generally or other equitable
principles.
(c) No Conflicts or Wolations: No Consents or Aoorovals Required. Neither
the execution and delivery of this Agreement nor the consummation of the Transactions will (i)
conflict with or violate any provision of the organizational documents of PacifiCorp, (ii) conflict
with or violate any statute, law, rule, regulation, ordinance, order, writ, injunction, judgment or
decree applicable to PacifiColp, or (iii) conflict with or result in any breach of or constitute a
default (or an event that with notice or lapse of time or both would constitute a default) under, or
give rise to any Encumbrance on the Property pursuant to, any agreement or other instrument to
which PacifiCorp is a party or to which any of the Property is subject. Except for such
Approvals as may be required from any public utility commission, no notice, declaration, report
or other filing or registration with, and no Approval of any Governmental Authority or any other
Person, is required to be made or obtained by PacifiCorp in connection with the execution and
delivery of this Agreement by PacifiColp or, except as set forth in Schedule 7.1(c), the
consummation by PacifiCorp of the Transactions.
(d) Litisation. No claim, action, suit, proceeding or, to PacifiCorp's
knowledge, investigation is pending or, to PacifiCorp's knowledge, threatened before any
_26 _
2964599.200418s1 OTTr
Rocky Mountain Power
Exhibit No. 6 Page 32 of 186
Case No. PAC-E-21-01
Witness; Timothy J. Hemstreet
arbitrator or Governmental Authority with respect to the Property or that would have a Material
Adverse Effect on PacifiCorp, except for matters set forth in Schedule 7.1(d).
(e) Tasces. PacifiCorp has filed all material and necessary foreign, federal,
state and local tax returns and notices and has paid all taxes of any nature which have become
due (including all income, unemployment compensation, social security, payroll, sales and use,
excise, privilege, property, ad valorem, franchise, license, school and any other tax under the
laws of the United States or any state or municipal or political subdivision thereof or any special
district) and are disclosed on such retums, for the periods ending through the end of PacifiCorp's
last fiscal year and has paid or covenants to pay such taxes subsequently accrued up to the
Closing Date. There are no pending or, to PacifiCorp's knowledge, threatened Federal or State
tax audits involving PacifiCorp. PacifiCorp shall indemnify KRRC from any and all tax liability
arising in connection with the Property prior to the Closing Date.
(f) Not Insolvent PacifiCorp is not insolvent nor will the execution and
delivery of this Agreement or the performance of its obligations hereunder render it insolvent.
(g) Bankruptcv. PacifiCorp has not filed any petition seeking or acquiescing
in any arrangement, composition, dissolution, liquidation, readjustment, reorganizatiottor similar
relief under any Laws on banlouptcy or insolvency, nor has any such petition been filed against
it. No general assignment of its property has been made for the benefit of its creditors. No
liquidator, master, receiver or trustee has been appointed for it or the Property.
(h) FIRPTA. PacifiCorp is not a "foreign person" under the Foreign
lnvestnent in Real Property Act.
(i) Permitted Counterpartv. PacifiCorp is a Person with whom a United
States citizen, entity organized under any United States or State Laws, or Person having its
principal place of business within the United States may legally transact business.
Section 7.2. PacifiCorp Propertv Renresentations and Warranties. PacifiCorp
represents, warrants and covenants to KRRC as of the date of this Agreement as follows:
(a) Title to Propertv. PacifiCorp is, and will at Closing be, the sole owner of
the Real Property (except for the Occupied Third-Party Premises as to which it is the sole owner
of the leasehold or other interest provided for in the applicable Use and Possession Agreement),
and the Fall Creek Premises, free and clear of any Encumbrances other than Permitted
Encumbrances. PacifiCorp is the sole owner of all Personal Property and has, and will at
Closing have, good title to such property, free and clear of any Encumbrances other than
Permitted Encumbrances. None of the Project Property nor the Fall Creek Premises are owned
by an affiliate of PacifiCorp.
(b) Facilities. All Facilities and related structures, improvements fixtures and
equipment are located on Parcel B Land, Occupied Third-Party Premises or Appurtenances. To
the best of its knowledge after reasonable inquiry, upon Closing in accordance with this
Agreement, KRRC will own all material rights or interests necessary for access to and ownership
of the Property, and operation of the Facilities.
-27 -
2964s99.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 33 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
(c) Occuoied Third. Partv Premises and [Jse and Possession Asreements.
Set forth on Schedule 7.2(c) is a list of all Occupied Third Party Premises and the corresponding
Use and Possession Agreements. PacifiCorp has fumished to KRRC, a complete and correct
copy of each Use and Possession Agreement. Each Use and Possession Agreement is in full
force and effect and, to the best of PacifiCorp's knowledge after reasonable inquiry, neither
PacifiCorp nor the respective counterparties thereunder are in default nor is there any condition,
occrurence or circumstance that with the giving of notice and/or the passage of time would result
in a default thereunder. No Use and Possession Agreement requires payment of any fee or other
amount, now or in the future, for its continued validity except as set forth in Schedule 7.2(c).
Each Use and Possession Agreement may be assigned to KRRC without any Approval from the
landlord or grantor thereunder except as noted in Schedule 7.2(c).
(d) Certain Aopurtenances. Schedule 7.2(.d) sets forth certain Appurtenances
relating to principal access routes to the Parcel B Lands and to Occupied Third Party Premises
that are utilized by PacifiCorp in the ordinary course of operating and maintaining the Project
Property and are not public roads, as well as all water.ights appurtenant to the Project Property
that are not inherent in ownership of the Project Property. Each listed Appurtenance is in full
force and effect and, to the best of PacifiCorp's knowledge after reasonable inquiry, neither
PacifiCorp nor PacifiCorp's respective counterparties thereunder are in default nor is there any
condition, occulrence or circumstance that wittr the giving of notice and/or the passage of time
would result in a default thereunder. No listed Appurtenance requires payment of any fee or
other amount, now or in the future, for its continued validity. Each listed Appurtenance may be
assigned to KRRC without any Approval from the counterparty thereunder except as noted in
Schedule 7.2(c).
(e) Ooeratins Permits. PacifiCorp is duly licensed to own and operate the
Project Property as now owned and operated. A list of PacifiCorp's Operating Permits is
attached as part of Schedule 7.2(e). To the best of its knowledge after reasonable inquiry, neither
PacifiCorp nor the Property is in violation of any such Operating Permits or any other Legal
Requirements in any material respect. To PacifiCorp's knowledge, no other Permits or
Approvals are required to own and operate the Project Property as presently owned and operated.
(D Service Contracts. Schedule 7.2(fl sets forth all of the material Service
Contracts for the Project Property. Neither party is in default nor is there any condition that with
the giving of notice or passage of time would constitute a default under any Service Contract.
Except as noted on Schedule 7.2(fl, PacifiCorp is not bound by any Service Contract that is not
terminable upon thirty (30) days' notice.
(g) No Options or Other Asreements. There are no existing agreements,
options, commitnents or rights with, to or in any Person (other than this Agreement) to acquire
any of the Project Property or the Fall Creek Premises.
(h) Consents. Except as set forth on Schedule 7.1(c), no Approvals are
required to transfer any of the Project Property or the Fall Creek Property to KRRC in
accordance with this Agreement.
-28 -
29il599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 34 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(i) Labor Aereements. PacifiCorp is not aparty to any (a) contract with any
guild or labor union, (b) pension, profit sharing, retirement, bonus, insurance or similar plan in
effect with respect to its employees or others, or (c) other similar contract, agreement or
understanding, in each such case affecting or relating to the Project Property or under which
KRRC would have any Liabilities following transfer of the Project Property.
CI) Pre-Existine Environmental Conditions. To the best of its knowledge
after reasonable inquiry, the Project Property is not subject to any conditions relating to
Hazardous Materials that could reasonably be expected to result in a material Liability to an
owner of the Property except as set forth in Exhibit C.
(k) Tribal Cultural Resources. To the best of its knowledge after reasonable
inquiry, there are no Tribal Cultural Resources located on the Project Property except as set forth
in the Tribal Cultural Inventory previously delivered to KRRC.
(l) No Undersround Retained Transmission Facilities. To the best of its
knowledge after reasonable inquiry, the Retained Transmission Facilities do not include any
subsurface facilities or equipment that are not marked so as to be clearly visible based on a
physical inspection.
(m) Governmental Authoritv Asreements. Except for the NMFS-PacifiCorp
Implementation Agreement, the Operating Permits or as expressly identified in one of the
schedules to this Agreement, there are no agreements between PacifiCorp and any Governmental
Authority that apply to a transferee of the Property.
(n) Pok Attachments. Schedule 7.2(n) sets forth a complete list of all Pole
Attachment Agreements. A complete and correct copy of each such agreement has been
delivered to KRRC. Neither party is in default in any material respect, nor to the best of
PacifiCorp's knowledge after reasonable inquiry, is there any condition that with the giving of
notice or passage of time would constitute a default, under any Pole Attachment Agreement. To
the best of PacifiCorp's knowledge after reasonable inquiry, the map and schedule appended to
Schedule 7.2(n) accurately indicate the approximate location of each pole subject to such
agreements. To the best of PacifiCorp's knowledge after reasonable inquiry, there are no Pole
Attachments on the Real Property other than those identified in the above-referenced map. The
Pole Attachment Agreements are not Encumbrances and are not binding on successors to
PacifiCorp as owners of the Parcel B Land.
Section 7.3. PacifiCorp Representations and Warranties True at Closine. The
representations and warranties of PacifiCorp set forth in this Agreement shall be true in all
material respects on and as of the Closing Date as though such representations and warranties
were made on and as of such date. PacifiCorp shall deliver to KRRC at Closing a certificate
confirming the foregoing.
Section 7.4. KRRC Transactional Representations and Warranties. KRRC
represents, warrants and covenants to PacifiCorp as of the date of this Agreement as follows:
-29 -
296/'599.20041851 orH
Rocky Mountain Power
Exhibit No. 6 Page 35 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(a) Orpanization KRRC is a nonprofit corporation, duly formed, validly
existing and in good standing under the laws of the State of California and authorized to do
business in the State of Oregon.
(b) Authorization KRRC has full power and authority to execute and deliver
this Agreement and all other instruments, agreements, certificates and documents contemplated
to be executed and delivered by I(RRC and to consummate the Transactions. KRRC has taken all
action required by its organizational documents to authorize the execution and delivery of this
Agreement and all other instruments, agreements, certificates and documents contemplated to be
executed and delivered by KRRC and to authorize the consummation of the Transactions. This
Agreement and all other instruments, agreements, certificates and documents contemplated to be
executed and delivered by KRRC have been duly and validly executed and delivered by I(RRC
and constitute legal, valid and binding obligations of KRRC, enforceable against it in accordance
with their respective terms, except as such enforceability may be limited by bankruptcy,
insolvency, creditors' rights generally or other equitable principles.
(c) No Conflicts or Wolations: No Consents or Aoorovals Required. Neither
the execution and delivery of this Agreement nor the consummation of the Transaction will (i)
conflict with or violate any provision of the organizational documents of KRRC, (ii) to KRRC's
knowledge, conflict with or violate any stafute, law, rule, regulation, ordinance, order, writ,
injunction, judgment or decree applicable to KRRC, or (iii) conllict with or result in any breach
of or constitute a default (or an event that with notice or lapse of time or both would constitute a
default) under, or give rise to any Encumbrance on the Property pursuant to, any agreement or
other instrument to which KRRC is a party or to which any of the Property is subject. To
KRRC's knowledge, no notice, declaration, report or other filing or registration with, and no
waiver, consent, approval or authorization of, any Govemmental Authority or any other Person is
required to be made or obtained by KRRC in connection with the execution and delivery of this
Agreement by KRRC or the consummation by KRRC of the Transaction, except the Transfer
Order, the Removal Permits and the Surrender Order.
(d) Litisation. No claim, action, suit, proceeding or, to KRRC's knowledge,
investigation is pending or, to KRRC's knowledge, threatened before any arbitrator or
Governmental Authority with respect to KRRC except for the pending applications for the
Removal Permits, the Transfer Order and the Surrender Order.
(e) Not Insolvent KRRC is not insolvent nor will the execution and delivery
of this Agreement or the performance of its obligations hereunder render it insolvent.
(0 Bankruptcv. KRRC has not filed any petition seeking or acquiescing in
any alTangement, composition, dissolution, liquidation, readjustrnent, reorgarization or similar
relief under any Laws on bankruptcy or insolvency, nor has any such petition been filed againstit. No general assignment of its property has been made for the benefit of its creditors. No
liquidator, master, receiver or trustee has been appointed for it or its property.
(g) Permitted Counterpartv. KRRC is a Person with whom a United States
citizen, entity organized under any United States or State Laws, or Person having its principal
place of business within the United States may legally transact business.
-30-
296/.s99.20 041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 36 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section 7.5. KRRC Reoresentations and Warranties True at Closins. The
representations and warranties of KRRC set forth in this Agreement shall be true in all material
respects on and as of the Closing Date as though such representations and warranties were made
on and as of such date. KRRC shall deliver to PacifiCorp at Closing a certificate confirming the
foregoing.
Section 7.6. Reliance. Notwithstanding any investigation or audit conducted before or
after the Closing Date or the decision of any party to complete the Closing, each party will be
entitled to rely upon the representations, waranties, covenants and agteements set forth in this
Agreement.
Section 7.7. Survival of Representations and Warranties. The representations and
warranties set forth in Sections 7 .1, 7 .2, and 7 .4 will not merge into the deed or deeds delivered
at Closing. The representations set forth in Section 7 .l and 7 .2 will survive the Closing for the
period ending orr" y"a, after Facilities Removal has been completed, and the representations and
warranties set forth in Section 7.4 will survive the Closing for the period ending one year after
transfer of the FERC License, provided in all instances that no claim may be made based on any
alleged inaccuracy of any such representations or warranties unless (i) such inaccuracy has a
Material Adverse Effect, and (ii) the party that made such representation or wa:ranty has had a
reasonable opportunity to cure such Material Adverse Effect. For purposes of this Section 7.7,
any additional cost in excess of $50,000 shall be deemed to be a Material Adverse Effect. The
provisions of this Section 7 .7 are subject to Section I 8. 1 1 .
SECTTON 8. [RESERVED].
SECTION 9. CASUALTY AND CONDEMNATION
Section 9.1. Notice of Casualtv or Condemnation. PacifiCorp will promptly notify
KRRC if, before the Closing, any Facility or any other portion of the Property suffers material
damage by fire or other casualty or becomes the subject of a condemnation or similar
proceeding.
Section 9.2. Restoration. Subject to any termination of this Agreement in accordance
with Section 14.3, within forty-five (45) days after KRRC's receipt of notice of any casualty or
condemnation that would materially affect KRRC's implementation of the Definite Plan, the
parties must confer and attempt in good faith to determine a mutually agreeable response to such
casualty or condemnation that is consistent with the KHSA, the Definite Plan and, to the extent
applicable, the terms of the FERC License and the Removal Permits'
SECTION 10. INDEMNITIES
Section 10.1. Indemnification bv PaciIiCorp. PacifiCorp will indemniff KRRC, its
directors, officers, employees, agents, contractors and representatives from Liabilities in respect
of the Project Property and the Fall Creek Premises arising prior to the Closing Date, including
Encumbrances, Pole Attachment Agreements, Service Contracts, Pre-Existing Environmental
Conditions, Retained Environmental Obligations, and costs or liabilities incurred in connection
with the operation and maintenance of IGH, but excluding matters for which KRRC or its
- 31 -
2964599.20041851 orH
Rocky Mountain Power
Exhibit No. 6 Page 37 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
contractors or consultants are responsible under their respective access agreements with
PacifiCorp or any other applicable written agreements.
section 10.2. Indemnification bv KRRC. KRRC will indemni$z pacificorp, its
directors, officers, employees, agents, contractors and representatives from Liabilities in respectof the Project Property arising after the Closing Date except for any matter or for which
PacifiCorp is responsible under the O&M Agreement or Section l0.l above. The foregoing
indemnity obligation shall be in addition to KRRC's obligation under Section 7.1.3 of the
KHSA.
Section 10.3. Procedure.
(a) Notice must be given within a reasonable time after discovery of any fact
or circumstance on which a party could claim indemnification ("Claim" or "Claims"). The
notice must describe the nature of the Claim, the amount of the Claim, if determinable or, if not
determinable, an estimate of the amount of the Claim. If the party, in order to fulfill its
obligations to the other party must take legal action or if the party is involved in legal action, the
outcome of which could give rise to its seeking indemnification, one party must consult with the
other party with respect to such legal action and allow it to participate therein.
(b) No Claim for which indemnification is asserted may be settled or
compromised without the written consent of the indemnified parry; provided, however, if an
indemnified party does not consent to a bona fide settlement proposed by the other, the other
party will be liable for indemnification only to the lesser of the final judgment or the amount that
had been proposed to be paid in sefflement.
(c) For a period of thirty (30) days following the giving of the notice of such
Claim, PacifiCorp and KRRC will attempt to resolve any differences they may have with respect
to such Claim. If a resolution is not reached within the thirty (30) day period (unless the parties
agree to extend the period), the matter may be submitted to a court of competent jurisdiction.
(d) Notwithstandrng *y provision of Section 10.1 or I0.2 to the contrary, noparty is obligated to indemnify any Person against negligent or wrongful acts or omissions by
such Person or by Persons acting on its behalf.
Section 10.4. Defense Oblisation. Whenever any provision of this Agreement requires
one party to indemnify any other party, the party on whom the indemnification obligation is
imposed is obligated to defend, indemnify and hold the other party harmless from and against
any and all claims, demands, losses, damages, liens, Liabilities, injuries, deaths, penalties, fines,
lawsuits and other proceedings, judgments and awards, costs and expenses, including, but not
limited to, reasonable attorneys' fees, arising directly or indirectly, in whole or in part, out of the
act, omission, event, occlrrence or condition for which the indemnification is sought, whether
such act, omission, event, occurrence or condition is caused by the indemnifying party or its
agents, employees or contractors, or by any third party or any natural cause, foreseen or
unforeseen.
-32-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 38 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
SECTION 11. EASEMENTS.
Section 11.1. Reservation of PacifiCorp Easements. Notrvithstanding its conveyance
of the Project Prope.ty to tcRRC, PacifiCorp shall retain easements necessary for its continued
operation, maintenance, access to and replacement of the Retained Facilities. Such easements
shall be reserved in the deeds to be delivered by PacifiCorp under Section 4.4, which
reservations shall be in the form set forth as Exhibit H -1 (the "PacifiCorp Easements").
Section 11.2. Identification of PacifiCorp Easement Propertv and Access Routes.
(a) The portions of the Project Property to be encumbered by the PacifiCorp
Easements (the "PacifiCorp Easement Properties") will be defined as the location of the
presently existing Retained Facilities and One Hundred (100) feet on any side, except as
otfrerwise provided for in Exhibit H-1. A general orienting map of the Reserved Transmission
Facilities is included in Schedule 3.1OXii) and will be made apart of the PacifiCorp Easements.
In the event of discrepancies between the actual location of any Retained Transmission Facility
and its depiction or iack of depiction in Schedule 3.1(b)(ii) , the actual current location shall
control. th. Rrtuired Transmission Facilities shall not include any subsurface facilities or
equipment that is not marked so as to be clearly visible based on a physical inspection.
(b) Primary Access to the PacifiCorp Easement Properties shall be by way of
primary routes identified in Exhibit B to the PacifiCorp Easements.
Section 11.3. Modification. Permit Upon and Locatins of PacifiCorD Easemgnt
Propertv Boundaries- ff, prior to Closing, either party reasonably determines that
wionofthedescriptionofPacifrCorpEasementPropertiesasreflectedin
Exhibit H-l *" n"""r.ury it will provide to the other party and to the States a description and
O.er.t " "f the proposed modification in reasonable detail. Neither party will unreasonably
*itttold its approval of any requested modification, provided that (a) in the case of I(RRC, it
will not adversity affect in any material respect Facilities Removal and the implementation of
the Definite Plan, including the cost or timing thereof, (b) in the case of PacifiCorp it will not in
any material respect pose a threat to the reliability or safety of any Retained Facilities or to the
efficiency of PacifiCorp's operations, and (c) in all instances, it is acceptable to the States' Any
modifica-tions following Closing shall be in accordance with the terms and conditions of the
PacifiCorp Easements as recorded.
Section 11.4. Locatiney'Survevs. If, prior to Closing, KRRC anticipates that the
proximity of a PacifiCorp Easement to Facilities Removal activity or mitigation activity may
generate- conflict then KRRC may request and PacifiCorp shall order the boundary of such
Easement in the area of the potential conflict to be located and marked by a surveyor. If an
actual conflict arises with regard to the boundary of a PacifiCorp Easement due to its proximity
to Facilities Removal activity or KRRC mitigation activity then KRRC may request that
PacifiCorp conduct a survey and metes and bounds description of such property, certified by a
licensed surveyor and in form sufficient for recording.
Section L1.5. KRRC Temporarv Construction Easements.
-33-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 39 of 186
Case No. PAC-E-21-01
\A/itness: Timothy J. Hemstreet
(a) To facilitate Facilities Removal, at Closing PacifiCorp will grant to KRRC
temporary construction easements on PacifiCorp-owned property that is not part of the Parcel B
Lands, which easements shall be in the form set forth in Exhibit H-2 (the "KRRC Temporary
Construction Easements"). The properties encumbered by the KRRC Temporary Construction
Easements are identified in Exhibit H-2 (the "KRRC Easement properties").
(b) If KRRC reasonably determines that modifications to the KRRC Easement
Properties boundaries are necessary it will provide to PacifiCorp a description and depiction of
the proposed modification in reasonable detail. PacifiCorp will not unreasonably withhold its
approval of any requested modification, provided that it will not adversely affect in any material
respect Pacificorp's operation of the Retained Transmission Facilities.
(c) If, following Closing, KRRC reasonably determines that additional KRRC
Temporary Construction Easements are necessary to facilitate Facilities Removal, then the
parties shall cooperate to establish such additional temporary easements on mutually agreeable
terms.
SECTION 12. TRANSFERS AND ASSIGNMENTS
Section 12.1. Prohibition on Transfers and Assisnments. Except as provided under
Section 12.2, neither party may assign or otherwise transfer its interest in or rights under this
Agreement, directly or indirectly, without the prior written consent of the other party. Purported
transfer or assignment in violation of the preceding sentence will be null and void.
Section 12.2. Permitted Assignments. Notwithstanding Section 12.1, the following
transfers are permitted upon notice to, but without the consent of, either party:
(a) Transfers that are the result of corporate mergers, acquisitions or
reorganizations undertaken for a bona fide business reason (as opposed to circumvention of this
prohibition on transfers and assignments) where substantially all of the assets of the transferring
party are being transferred and where the transferee:
(i) Is the surviving or successor entity;
(ii) Expressly assumes the transferring party's obligations under the
Agreement and all other agreements then existing between the
transferring party and the other party to this Agreement, including
but not limited to all access agreements;
(iii)
(iv)
Becomes a party to the KHSA; and
Executes and delivers a confidentiality agreement and a common
defense agreement substantially in the form of the existing
agreements between the parties.
-34-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 40 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
SECTION 13. DISPUTES
Section 13.1. @94g! The parties acknowledge their mutual interest in resolving any
disputes relating to th"-T.aoractions in an efficient and expeditious manner, consistent with the
tirnely implementation of the KHSA. Each party covenants to work toward promptly resolving
any disputes through good faith discussions and negotiation.
Section 13.2. Dispute Procedures. In the event of any disputes or disagreements under
this Agreement the parties shall follow the following procedures prior to initiating litigation or
arbitration:
(a) In the event that the parties have not been able to resolve a dispute or
disagreement under this Agreement in a mutually acceptable manner notwithstanding informal
discussions among their iespective staff and consultants charged with implementing this
Agreement, then:
(i) Either party may issue to the other a notice (x) identifying in
reasonable detail the subject of the dispute or disagreement, (y)
describing the resolution that such party proposes and the basis
therefor, including the specific provisions of this Agreement that
such party believes are applicable, and (z) the impact, if any, that
the pendency of such dispute or disagreement is having or is
expected to have on the progress of the Transactions (a "Notice of
Dispute").
(iD The party receiving a Notice of Dispute shall provide a written
response within fourteen (14) days after receipt thereof, which
response shall set forth in reasonable detail (x) the extent to which
such party disagrees with any statements in the Notice of Dispute,
which shall include an explanation of the basis for such
disagreements, (y) a description of any additional subjects as to
which the receiving party believes there is a dispute or
disagreernent, including the specific provisions of this Agreement
that such party believes are applicable, and (z) the receiving
party's proposed resolution of all identified disputes and
disagreements (a ooResponse to Notice of Dispute'). A failure to
timely and fuUy respond to a Notice of Dispute shall be deemed to
be the receiving party's acceptance of the proposed resolutions set
forth in the Notice of DisPute.
(b) Within fourteen (14) days after issuance of a Response to Notice of
Dispute the senior staff of each party charged with implementing the Transactions shall meet, in
p.r.on to the extent practicable, to discuss the matters identified in the Notice of Dispute and the-Rrrporr" to Notice of Dispute (collectively, the "Dispute Notices) and to work in good faith
toward a mutually accepta6le resolution. In the event that within forty-five (45) days after the
issuance of a Resporse to Notice of Dispute the parties have not resolved all disputes and
disagreements to iheir mutual satisfaction then each party shall promptly so notify its senior
-35-
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 41 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
management and the States, which notifications shall include a good faith description inreasonable detail of the matters in dispute, the resolution proposed by each party, and the
reasonable objections to the resolution proposed by the other party.
(c) Within seventy-five (75) days after the issuance of a Response to Noticeof Dispute members of the senior management of each pafiy, along with representatives of theStates if they elect to participate, shall meet, in person to the extent practilable, to discuss ingood faith mutually acceptable resolution to all disputed matters. fn ine event that within one
hundred and five (105) days after the issuance of a Response to Notice of Dispute any disputes
or disagreements have not been resolved, then either party may seek such othei remedies as areavailable under this Agreement, including litigation or arbitration as permitted hereunder,provided that any claims in such proceedings shall be limited to matters set forth in the Dispute
Notices.
Section 13.3. Effect of Disputes Resolution Procedures Under the KHSA.
(a) The parties intend for this Agreement to implement the provisions of theKHSA relating to transfer of the Facilities and the Parcel B Lands, and for the terms andconditions of this Agreement to reflect the more particularized understanding and agreement of
the parties as to such matters. Accordingly, to the greatest extent possible thr purti.r agree to
handle any disputes under this Agreement without invoking Section 8.6 or 8.7 of the KHSA.
(b) ln the event either party determines in good faith that a dispute under thisAgreement cannot be resolved without invoking Section 8.6 or 8.7 of the KHSA due to policy
issues not addressed in this Agreement, it shall notifu the other party and the States, which noticl
shall include an explanation of the basis for such determination. In such event, unless the party
seeking to invoke Section 8.6 or 8.7 of the KHSA withdraws its notice within ten (10) businessdays thereafter, the dispute resolution procedures in Section 13.2 shall be tolled pending theresolution of proceedings under the KHSA.
(c) [n the event any disputes not originating under this Agreement but being
addressed under Section 8.6 or 8.7 of the KHSA result in disputes under this Agreement, theresulting dispute hereunder shall be tolled until resolution of the KHSA dispute
SECTION 14. DEFAULTS AND REMEDIES
Section 14.1. Events of Default.
(a) For purposes of this Section 14 aparty whose act or omission gives rise to
an Event of Default is referred to as the "Defaulting Party"; the other party is referred to as the"Non-Defaulting ParQr."
(b) The occurrence and continuance of one or more of the following events
shall constitute an o'Event of Default" under this Agreement:
(i)If either party defaults in the performance or observance of any
covenant, condition or agreement that it is obligated to observe orperform under this Agreement and the default has continued for
_36_
2964s99.20041851 oTH
more than 60 days after the Non-Defaulting Party provided notice
to the Defaulting Party identifying the default; or
(ii) Any representation or warranty of a party contained in this
Agreement, or in any document, agreement or instrument furnished
inlompliance with this Agreement, is untrue or misleading in any
material resPect when made.
Section 14.2. Remedies. Upon the occurrence of an Event of Default and subject to
Section 13.1, the Norr--D"fuoltirrg Party has such rights and remedies as may be available under
this Agreem ent, atlaw or in equity, including the right to seek damages, provided, however, that
both parties waive any right to seek consequential, punitive, special or indirect damages.
Section 14.3. Termination. Not'withstanding any other provision of this Agreement or
applicable Laws, ."itnfrurt-y n* tne right to terminate this Agreement as a result of an Event of
Oefautt unless a Termination Event has occurred. If a Termination Event has occurred and is
continuing then either party may, upon ninety (90) days' written notice, terminate this
Agreemen-t, provided tfrai in- the event that during such ninety (90) day period the applicable
TJrmination Event has been cured or mitigated to the satisfaction of the terminating party then
the termination notice shall be null and void, and provided further that, in the case of a
Termination Event arising as a result of a proceeding under Section 8'6 or 8.7 of the KHSA, any
termination shall be tolled until the conclusion of the applicable proceeding.
Section 14.4. Remedies Cumulative. Each right or remedy of the parties provided for
in this Agreement rhutt b" .rnn luti* and shall be in addition to (and not exclusive of) every
other right, remedy or means of redress provided for in this Agreement or now or hereafter
existinglat law or in equity. The exercise or the beginning of the exercise by a party of any one
o, -ori of the rights or rlmedies shall not preclude the simultaneous or later exercise by such
party of any or all other rights or remedies.
Section 14.5. Igi@. In addition to the other remedies in this Agreement, the
parties shall be errtitled[T-e rertraint by injunction of the violation, or attempted or threatened
violation, of any of the covenants, conditions, terms, agleements, provisions or limitations of this
Agreement as though any other remedies were not provided for in this Agreement.
SECTION 15. NOTICES
Section 15.L. Notices. Any notice, request, demand, statement, authorization, approval
or consent ,rrud. h"r..rnJ-o -rrst be in writing and shall be hand delivered or sent by Federal
Express, or other reputable courier service, or by postage pre-paid registered or certified mail,
return receipt requested. Notice under this section will be deemed given (i) when received at the
following uddrrir"r if hand delivered or sent by Federal Express, or other reputable courier
service, *O tiO three (3) business days after being postmarked and addressed as follows if sent
by registered or certified mail, return receipt requested:
to PacifiCorP at:
Rocky Mountain Power
Exhibit No. 6 Page 42 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
29U599.20041851 oTH
-37 -
Rocky Mountain Power
Exhibit No. 6 Page 43 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
PacifiCorp
825 Northeast Multnomah Street
Suite 2000
Portland, Oregon 97232
Attention President or Chief Executive Officer
with a copy (which shall not constitute notice) to:
PacifiCorp
825 Northeast Multnomah Street
Suite 2000
Portland, Oregon 97232
Attention: Dustin Till
to KRRC at:
Klamath River Renewal Corporation
2001 Addison Street
Suite 300, Office 317
Attention: Chief Executive Officer
with a copies (which shall not constitute notice) to
Water and Power Law Group PC
2140 Shattuck Avenue, Ste. 801
Berkeley, CA 947 04-1229
Attention: Richard Roos-Collins
And:
Hawkins Delafield & Wood LLP
7 World Trade Center,4l't Floor
250 Greenwich Street
New York, New York 10007
Attention: Lloyd S. Lowy
Section 15.2. Chanee of Notice Addresses. Either party may from time to time
designate by notice in writing, given in the manner specified in Section 15.1, a new or other
address to which such notice or demand must be given or made.
SECTION 16. SURYIVAL
Section 16.1. Certain Provisions to Survive Closine. Notwithstanding anything to the
contrary in this Agteement, the following provisions will survive Closing: Subsection 2.1(c),
Subsection 3.2(b) Section 3.5 (Pnvironmental Matters), Section a.6 Oiolations), Section 4.7(Ap@iorunents), Section 4.8 (Further Assurances), Section 5 @, Section
6.1 (.Covenants), Subsection 7.1(e) (Taxes), Section 7.7Waranties),Sectionl0@),Section1l.5(c),Section13@),Sectionl4
-38-
29@599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 44 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(Oefadts and Remedies), Section 15 Notices), Section 16 (Survival), Section 17
GglAdqUgLLy), and Section 18.11 (Third Party Beneficiaries).
Section 16.2. Certain Provisions to Survive A Termination Prior to Closinq.
Notwithstanding anything to the contrary in this Agreement, the following provisions will
survive a termination of this Agreement prior to closing: Section 13 (Disputes)' Section 14
(Defaults and Remedies), Section 15 Notices), Section 16 (SurvivaD, Section 17
fgo"frdentiulity). Any claim arising under this Agreement prior to termination shall survive
such termination as part of Section 14.
SECTION 17. CONFIDENTIALITY
Section 17.1. Common Interest Defense Asreement. The parties acknowledge and
agree that to the extent that this Agreement or any information shared pursuant to this Agreement
is confidential or privileged it is the intent of the parties that such information is protected from
disclosure by anyconfidentiality and common interest defense agreements that the parties have
entered into in connection with the KHSA.
SECTION 18. MISCELLAI\EOUS
Section 18.1. State Specific Clauses.
(a) The parties intend that this Agreement shall include all provisions required
to be included in an arms-length commercial contract for that transfer or real property under the
Laws of the State of Oregon and the State of California, including the following as to the State of
Oregon:
THE PROPERTY DESCRIBED IN THIS INSTRUMENT MAY
NOT BE WITHIN A FIRE PROTECTION DISTRICT
PROTECTING STRUCTURES. THE PROPERTY IS SUBJECT
TO LAND USE LAWS AND REGULATIONS THAT, IN FARM
OR FOREST ZONES, MAY NOT AUTHORTZE
CONSTRUCTION OR SruING OF A RESIDENCE AND THAT
LIMIT LAWSUITS AGAINST FARMING OR FOREST
PRACTICES, AS DEFINED IN ORS 30.930, IN ALL ZONES.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,
THE PERSON TRANSFERRING FEE TITLE SHOULD
INQUIRE ABOUT THE PERSON'S RTGHTS, IF ANY, UNDER
oRS 195.300 AND 195.30s TO 195.336 AND SECTIONS 5 TO
11, CHAPTER424, OREGON LAWS 2007, SECTIONS 2TO 9
AND 17, CHAPTER 855, OREGON LAWS 2009, AND
SECTIONS 2 TO 7, CHAPTER 8, OREGON LAWS 2010.
BEFORE SIGNING OR ACCEPTING THIS INSTRUMENT,
THE PERSON ACQUIRING FEE TITLE TO THE PROPERTY
SHOULD CHECK WITH THE APPROPRIATE CITY OR
COUNTY PLANNING DEPARTMENT TO VERIFY THAT
THE TJNIT OF LAND BEING TRANSFERRED IS A
(i)
-39-
2964599.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 45 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
LAWFULLY ESTABLISHED LOT OR PARCEL, AS DEFINED
IN ORS 92.OIO, TO VERIFY THE APPROVED USES OF THE
LOT OR PARCEL, TO VERIFY THE EXISTENCE OF FIRE
PROTECTION FOR STRUCTURES AND TO INQUIRE
ABOUT THE RIGHTS OF NEIGHBORING PROPERTY
OWNERS, IF ANY, UNDER ORS 195.300, 195.301 AND
195.305 TO 195.336 AND SECTIONS 5 TO 1I, CHAPTER424,
OREGON LAWS 2007, SECTIONS 2TO 9 AND 17, CHAPTER
855, OREGON LAWS 2009, AND SECTIONS 2 TO 7,
CHAPTER 8, OREGON LAWS 2010.
(ii) THE PROPERry DESCRIBED IN THIS INSTRUMENT IS
SUBJECT TO SPECIAL ASSESSMENT UNDER ORS 358.505.
(b) Any other legally required provisions not recited herein is deemed
incorporated by reference. For purposes of this Section 18.1 any provision the inclusion of
which may be waived or excluded are hereby waived and excluded.
Section 18.2. Integration of Agreement. In accordance with Sectiort 2.1, this
Agreement contains all the promises, agreements, conditions and understandings between the
parties relative to the Transactions and, except as provided in the KHSA or any other agreement
expressly referenced in this Agreement there are no promises, agreements, conditions,
understandings, warranties or representations, oral or written, expressed or implied, relating
thereto between them relating to the Transactions other than as set forth in this Agreement.
Section 18.3. Waivers and Amendments Must Be In Writing. No failure by either
party to insist upon the strict performance of any term, covenant, agreement, provision, condition
or limitation of this Agreement or to exercise any right or remedy hereunder, and no acceptance
by either party of full or partial performance by the other party during the continuance of any
such breach, will constitute a waiver of any such breach or of such term, covenant, agreement,
provision, condition or limitation. No term, covenant, agreement, provision, condition or
limitation of this Agreement to be kept, observed or performed by either party, and no breach
thereof may be waived, altered or modified except by a written instrument executed and
acknowledged by and delivered to PacifiCorp and KRRC. No waiver of any breach will affect
or alter this Agreement, but each and every term, covenant, agreement, provision, condition and
limitation of this Agreement will continue in full force and effect with respect to any other then
existing or subsequent breach thereof.
Section 18.4. Captions For Convenience Onlv. The captions of this Agreement are for
convenience of reference only and in no way define, limit or describe the scope or intent of this
Agreement or in any way affect this Agreement.
Section 18.5. Table of Contents For Convenience Onlv. The Table of Contents is for
the purpose of convenience of reference only and is not to be deemed or construed in any way as
apart of the Agreement or supplemental thereto or amendatory thereof.
-40-
2964599.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 46 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
Section 18.6. Neeotiated Document. The provisions of this Agreement were fully
negotiated by PacifiCorp and KRRC, each of whom was represented by competent counsel, and
this Agreement will not be construed for or against either party, but will be interpreted in
accordance with the general tenor of the language in an effort to reach the intended result.
Section 18.7. Severabilitv of Provisions. If any term or provision of this Agreement, or
portion thereof, or the application thereof to any person or circumstance is, to any extent, invalid
or unenforceable, the remainder of this Agreement, or the application of such term or provision
to persons or circumstances other than those as to which it is invalid or unenforceable, will not
be affected thereby and each term and provision of this Agreement will remain valid and
enforceable to the fullest extent permitted by law.
Section 18.8. Successors and Assigns: Assumption of Obligations. The covenants,
conditions and agreements of this Agreement, will bind and inure to the benefit of PacifiCorp
and KRRC and their respective permitted successors and assigns, each of whom will be deemed
to have assumed this Agreement and the applicable party's respective obligations hereunder, as
the case may be, without any further act or the delivery of any further instruments by either
party. Without impairing the self-operative nature of the foregoing, any such successor or assign
will, if requested by the other party, promptly execute and deliver to the requesting ptrty a
written insirument in recordable form confirming its assumption of this Agreement and of the
terms, conditions and obligations hereunder.
Section 18.9. Governine Law. This Agreement and the performance thereof shall be
governed, interpreted, construed and regulated by California law (without giving effect to
California conflict of law principles), except that matters inherently relating to property located
in Oregon, such as determination of whether an instrument is in recordable form, as opposed to
matters of general contractual interpretation, shall be governed by Oregon law.
Section 18.10.Waiver of Jury Trial: Arbitration in California. To the fullest extent
permitted by law each of the parties waives any right it may have to trial by jury in respect of
iitigation directly or indirectly arising out of, under, or in connection with this Agreement. Each
pa.ty n rtt er waives any right to consolidate, or to request consolidation of, 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. To the extent that a dispute arises in California, or is to be heard in a California court of
general jurisdiction, and the foregoing jury waiver is not enforceable then the dispute shall be
settled by arbitration administered by the American Arbitration Association in accordance with
its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may
be entered in any court having jurisdiction thereof.
Section18.11.@.Therepresentations,walranties,covenants
and agreements contained in this Agreement are for the sole benefit of the parties hereto and, in
the case of Section 10 hereof, the other indemnified parties, and their heirs, administrators, legal
representatives, successors and assigns, and they shall not be construed as conferring any rights
o, *y other persons, provided that the States shall be third party beneficiaries of, and entitled to
rely upon, Sections 3.5 and 7.2 as if they were parties to this Agreement, which right to rely shall
survive the Closing until the date that is one year after the Parcel B Land has been conveyed to
the respective States.
-4t-
296/.s99.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 47 of 186
Case No. PAC-E-2l-0'l
\Alitness: Timothy J. Hemstreet
Section 18.12.pary. Except as expressly provided otherwise in Section 3.2(b) or
elsewhere in this Agreement, each party shall pay its own expenses incidental to the preparation
of this Agreement and any related documents, instruments or agreements, carrying out the
provisions of this Agreement and any activities contemplated by this Agreemelrt, and the
consummation of the Transactions.
Section 18.l3.Counterparts: PDFs. This Agreement may be executed in tno or more
counterparts, each of which will be deemed an original, but all of which taken together will
constitute one and the same instument. An executed counterpart signafure page delivered in
Portable Document Format (PDF) or by telecopier shall be as effective as an original signature
page.
lsrcNATr.JRES AppEAR ON THE FOLLOWTNG PAGEI
-42-
296r'.599.20041851 OTH
Rocky Momtdn Porvar
Exhibit No. 6 Page 48 of 186
Case No. PAGE-21-01
lMtness: Timo0ry J. Flcmsbcot
IN WITNESS WHEREOF, the parties have heumto causd their respective duly
authorized represe,nta:tiyes to execute and deliver this Agreemeirt as of the Effective Dafe.
PACIFICORP
Narne:
Tifle: President and CEO, Pacific Power
KLAMATII RIVERRENEWAL
CORPORATION
Name: ltdarkBransom
Title: Chief Executive Officer
Rocky Momtaln Po,rer
Exhibit No. 6 Pago.tg of 188
Case No. PAC-E-21-OI
lMncss: Tlmothy J. Homstreet
IN WITNESS WHEREOF, the parties have hereunto caused their respective duly
authorized representatives to execute and deliver this Agreement as of the Effective Date.
PACIFICORP
By:
Name: Stefan Bird
Title: President and CEO, Pacific Power
KLAMATH RIYER RENEWAL
CORPORATION
By:t -lJ
Name: Mark Bransom
Title: Chief Executive Officer
Rocky Mountain Power
Exhibit No.6 Page 50 of '186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
EXIIIBITS AND SCHEDULES
3550211.1 041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 51 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
EXIIIBIT A
LEGAL DESCRIPTION OF THE PARCEL B LAI\D
flulore particular legal descriptions will be added to this Exhibit following finalization of title
commitments and review and approval by KRRC, WFF and PacifiCoryl
A. PARCEL B PROPERTY LOCATED IN OREGON
Those pieces and parcels of land located in Klamath County, Oregon more particularly described
as follows:
Parcel 1:
Parcel 12:
Parcel 17:
[SEE ATTACHED MAP]
2
273022s.2038678 TACT
29&599.20041851 oTH
o
EEdE2o
=5u
Cc
G
III
iltn
E
I
I!
\a.
ffi
i,iti
I
ili
F:E()t-<oH
F@Ei
6OOa.l 6lhO\NO\dho*6Etso\dol
co
s:EE
ggEE
"H"g
Rocky Mountain Power
Exhibit No. 6 Page 53 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
B. PARCEL B PROPERTY LOCATED IN CALIFORNIA
Those pieces and parcels of land located in Siskiyou County, California more particularly
described as follows
Parcel I
Parcel2
Parcel 3
Parcel 4
Parcel 5
Parcel 6
Parcel 7
Parcel 8
Parcel 9
Parcel 10
Parcel 11
Parcel 13
Parcel 14
Parcel 15
Parcel 16
Parcel 17
Parcel 18
Parcel 19
Parcel 20
Parcel2l
[SEE ATTACHED MAP]
4
2730225.2038678 TACT
29$s99.2004t851 OTH
F:dUt-<ots
@hF@6r6t6O
qalhO\do\otr0\c| ol
(.)
;gEE
EBH I
=;, €
T€ $EEXOUG6fi8rrJ E
o
bUaGA-Its
=3IJEGc
d
EIsE
,
II
E
i
dt"\
ffiII
ht
I
ititiiiiri
I
T
g
i
I
,,,tt.-
i.!!
I
l.,I
It,{
f,
rt.v
..s-.
i[&
\:,lll
IJ
ilf
ill;Itt
l.t.{tJ
!i
fi ,.
3
5
Rocky Mountain Power
Exhibit No. 6 Page 55 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
EXIIIBIT B
PERMITTED ENCUMBRANCES
A. PARCEL B LAI\DS LOCATED IN OREGON
1. Real Property Taxes not yet due and payable.
2. Rights of the public in and to any portion of the herein described premises lying within
the limits of streets, roads or highways. (as to all parcels)
Rights of the public and of governmental bodies in and to that portion of the premises
described herein, now or at any time lying below the high water mark of the Klamath
River, including any ownership rights which may be claimed by the State of Oregon, in
and to any portion of the premises now or at any time lying below the ordinary high
water mark thereof. (as to All Parcels EXCEPT Parcel l)
Any adverse claim based upon the assertion that
A. A. Some portion of said land has been brought within the boundaries thereof by
an avulsive movement of the Klamath River or has been formed by accretion to
any such portion.
B. Some portion of said property has been created by deposit of artificial fill.
And Excepting:
C The rights of the public and govemmental bodies for fishing, navigation and
commerce in and to any portion of the premises herein described, lying below the
higl/low water line of the Klamath River.
D. The right, title and interest of the State of Oregon in and to any portion lying
below the high/low water line of Klamath River.
(As to All Parcels EXCEPT Parcel 1)
Easement granted to The California Oregon Power Company for ingress and egress,
dated July 18, 1956, recorded September 17,1956 in Book 2$6,page 550. (as to parcel
l)
Reservation to International Paper Company, its successors and assigns the right to plant
and grow thereon and to cut and remove therefrom trees and forest products and to
administer the same as forest lands, recorded October 28, 1960, in Volume 325,Page 74.
(Affects portions of Parcel 17 included within Lots one (1), Two (2), Three (3), Six (6),
and Seven (7) of Section Twenty-nine (29), Township Thirty-nine (39) South, Range
2964599.20041851 OTH
6.
7
9
B.
Rocky Mountain Power
Exhibit No. 6 Page 56 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
8.
Seven (7) East. Lots One (1), Two (2), Three (3), Four (4), and Five (5) of Section
Thirty-one (31), Township Thirty-nine (39) South, Range Seven (7) East. All Willamette
Meridian.)
Reservation of an undivided one-half interest in and to minerals and right of enffy made
by The Long-Bell Lumber Company, recorded July 14, 1959, in Volume 314, Page 190.
(Affects portiorrr of Parcel 17 included within the NW 114 of the NW ll4 of Section 29
and Lots), 1, 3, and 4 of Section 30, Township Thirty-nine (39) South, Range Seven (7)
East, Willamette Meridian.)
Pacificorp Easements reserved in the deeds from Pacificorp to KRRC.
PARCEL B LAI\DS LOCATED IN CALIFORNIA
1. Real Property Taxes not yet due and payable.
2. Any titles or rights asserted by anyone including but not limited to, persons, corporations,
governments oi other entities, to tide lands, or lands comprising the shores or bottoms of
navigable rivers, lakes, bays, oceans or gulf, or lands beyond the line of the harbor or
bulkhead lines as established or changed by the United States Government or water
rights, if any.
3. An Easement granted to The Pacific Telephone and Telegraph Company, a corporation,
recorded August L7, 1955 in Book 354. Page448. (as to Parcel 1)
4 Easement in favor of George Pettee and Lillian Pettee, husband and wife, recorded
August 27,1962 in Book 479 atPage 677. (as to Parcel 18)
5. Road Easement in favor of H.J. Rhodes, recorded July 9, 1964 nBook 505 at Page 193.
(as to Parcel 14)
6. Pacificorp Easements reserved in the deeds from Pacificorp to KRRC
C. FALL CREEKPROPERTY
Such matters as do not impose any liability, restriction or expense on KRRC or any
successor as lessee or on the development and operation of a fish hatchery as
contemplated by the Definite Plan.
D. GENERAL
1 Such other matters as have been disclosed to and approved by KRRC, which approval
shall not be unreasonably withheld as to any matter that does not render title uninsurable
or, either singly or in the aggtegate, impose any material liability, restriction or exponse
on KRRC's use or occupancy of the Property for purposes of implementing the Definite
Plan or upon any successor owner's use of the Property as contemplated under the
KHSA.
2964599.20041851 orH
I
Rocky Mountain Power
Exhibit No. 6 Page 57 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
EXIIIBIT C
PRE.EXISTING ENVIRONMENTAL CONDITIONS
As ofJune 4,2020
Condition Brief Description Additional Notes
kon Gate Shooting
Range
(Parcel B REC 9)
Active non-permitted shooting
range within the kon Gate upland
disposal site being considered (See
Parcel B Phase I ESA). This is
located within the proposed
disposal site for the kon Gate
development. (Current design
(60%) shows stockpile in this area
and proposes to strip and stockpile
topsoil.)
2.Copco No. 2 Bum Pit
(Parcel B REC 6)
Burn pit (See Parcel B Phase I
ESA)
3 Wood-Stave Penstock Wood and soil contamination (See
Wood-Stave Phase II ESA)
4 Copco No. I
Dynamite Cave
Potential unexploded ordinances
(See KRRC Facility Phase I ESA)
5.Undiscovered
Impacted Soil and
Groundwater at the
four Powerhouses
Potential to discover impacted soil
and groundwater during the
demolition process of the 4
Facilities (See KRRC Facility
Phase I ESA)
6.Underground Storage
Tanks (USTs)
Three (3) USTs identified but
specific locations unknown (See
KRRC Facility Phase I ESA)
7 Copco No. 2 Former
Mobile Oil
Containment Building
A Mobile Oil Containment
Building was noted at the location
of the current Maintenance
Building which may have leaked
oil(See KRRC Facility Phase I
ESA)
8 High voltage
switchyards
High voltage switch yards viewed
from exterior fence lines (See
ParcelBPhaselESA)
29&599.20041851 OTH
9 Undiscovered
Impacted Soil and
Groundwater at the 4
Dam Developments
Contingency for potential to
discover impacted soil and
groundwater during the demolition
process of the 4 Dams
10 J.C. Boyle Dispersed
RecreationArea - 2
(Parcel B REC 1)
Recently used burn pit (See Parcel
B Phase I ESA
11 Copco No. 1 Debris
Piles/Scrap Yard
(Parcel B REC 4)
Bum pit, scrap metal, household
materials, soil pile (See Parcel B
Phase I ESA)
t2 Copco No. 2 Wood
Pile
(Parcel B REC 7)
Wood pile (See Parcel B Phase I
ESA)
13.hon Gate Fish
Hatchery Burn Pit
Bum Pit (See KRRC Facility
Phase I ESAand the Burn Pit
Investigation Report)
t4.Iron Gate Fish
Hatchery Settling
Ponds
Potential pollutants including
certain metals and fish fecal matter
at the bottom or dredge materials
from the 2 settling ponds (See
KRRC Facility Phase I ESA)
15.Inaccessible areas Areas were identified in aerial
photographs as locations of
potential interest that were
inaccessible for field
reconnaissance due to either
unsafe road conditions or locked
gates (See Parcel B Phase I ESA)
16.Retained easement
areas
Any conditions in retained
easement areas relating to the
presence or operation ofretained
transmission facilities
t7 Undiscovered
Impacted Soil and
Groundwater outside
the removal work zone
Contingency for potential to
discover impacted soil and
groundwater outside the
demolition process of the four
Dam Developments
Rocky Mountain Power
Exhibit No. 6 Page 58 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 59 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EXHIBIT D
FORM OF FALL CREEK LEASE
2964s99.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 60 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
DRAFT I/7/21
LEASE AGREEMENT
BETWEEN
PACIFICORP, as Landlord,
ANI)
KLAMATH RIVER RENEWAL CORPORATION, as Tenant
Dated as of .20-
Relating to the tr'ollowing Premises Located in
Siskiyou County, State of California:
Portions of the following parcels:
APN 004-370-010-000
APN 004-050-010-000
APN 004-370-030-000
3,+05411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 61 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemsheet
TABLE OF'CONTENTS
Pase
ARTICLE 1
ARTICLE 2
ARTICLE 3
ARTICLE 4
ARTICLE 5
ARTICLE 6
ARTICLE 7
ARTICLE 8
ARTICLE 9
ARTICLE 10
ARTICLE 11
ARTICLE 12
ARTICLE 13
ARTICLE 14
ARTICLE 15
ARTICLE 16
ARTICLE 17
ARTICLE 18
ARTICLE 19
ARTICLE 20
ARTICLE 2I
ARTICLE 22
ARTICLE 23
ARTICLE 24
ARTICLE 25
ARTICLE 26
ARTICLE 27
Definitions; Construction...............1
.5
,6
.6
,6
R
Premises
Term...........
Rent............
Construction of Hatchery Facilities
Use and Operation of Premises
Impositions
Insurance..
Covenants Against Waste and to Repair and Maintain the Premises..............11
Compliance with Legal Requirements.......................
Damage to or Destruction of the Improvements........
t2
..t2
Condemnation.................,
Alterations
Liens.........
Surrender of the Premises
.13
.13
.t4
l5
lndemnification .......15
.......16
.......t7
.......18
.......19
.......19
Transfers
Default Provisions.
Notices
Quiet Enjoyment
Condition of the Premises....
Hazardous Materials
Entry on Premises by Land1ord...........
.20
.20
.21
.22
.22
.22
Representations and Warranties.
Broker
Emergencies.................
Miscellaneous Provisions...............
EXHIBITS
Exhibit A
Exhibit B
Exhibit C
Exhibit D
Exhibit E
Description of Premises
Permitted Encumbrances
Landlord's Facilities
Hatchery Facilities Desigrr
Hatchery Decommissioning Requirements
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 62 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
LEASE AGREEMENT
THIS LEASE AGREEMENT (this "Lease"), dated as of _, 20-, by and
between PACIFICORP, an Oregon corporation, having an office at 825 NE Multnomah Street, Portland,
Oregon 97232 ("Landlord") and KLAMATH RfVER RENEWAL CORPORATION, a California
nonprofit corporation, having an office at 2001 Addison Street, Suite 300, Berkeley, California 94704
("Tenant").
RECITALS
A. Landlord is the owner of certain property in Siskiyou County, Califomia, known
as Fall Creek and more particularly described in Exhibit A (the "Land"); and
B. Landlord and Tenant are parties to the Klamath Hydroelectric Settlement
Agreement, dated February 18,2010, as amended (the "KHSA"); and
C. Under the KHSA, upon receipt of certain Approvals (as defined below) from
certain Governmental Authorities (as defined below), Tenant will remove certain hydroelectric facilities,
including the facility known as hon Gate dam, and will be responsible for providing fish hatchery
facilities and operations in order to comply with the Approvals relating to the removal of hon Gate dam;
and
D. The parties have agreed to enter into this Lease to allow Tenant to comply with
its fish hatchery obligations under the Approvals; and
E. After Tenant constructs the fish hatchery facilities, the parties anticipate Tenant
assigning the Lease to CDFW (as defined below) to operate and maintain the fish hatchery facilities;
NOW THEREFOR.E, in consideration of the mutual covenants contained herein, and
for other good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged,
Landlord and Tenant, intending to legally bind themselves and their respective successors and assigns,
hereby covenant and agree as follows:
ARTICLE 1
Definitions: Construction
Section 1.1. Definitions. For all pulposes of this Lease, the following words and phrases
shall have the respective meanings set forth below.
"Additional Renf'means any and all amounts payable by Tenant hereunder, other than
Basic Rent.
"Approval(s)" means all licenses, certificates, authorizations, registrations, permits,
consents and approvals called for by any Legal Requirement in connection with (i) the occupancy or
ownership of a leasehold interest in the Prernises, (ii) the construction, operation or maintenance of any
Improvements, (iii) the operation of the Premises for the purposes permitted under this Lease, or (iv) any
other activity to be conducted by or on behalf of Tenant on the Premises.
"Basic Rent" has the meaning set forth in Section 4.1.
3{54u.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 63 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
"CDF'W" means California Department of Fish and Wildlife and any Govemmental
Authority succeeding to its role as operator of the Premises.
"Definite Plan" has the meaning ascribed to such term in the KHSA. References in this
Agreement to the Definite Plan include reference to any modifications pursuant to any Approvals,
including any Approvals relating to Facilities Removal, or otherwise occurring.
"Environmental Law(s)" means all Legal Requirements relating to pollution, the
protection of the environment or drinking or domestic water supply, including but not limited to laws
relating to safe drinking water, emissions, discharges, releases or threatened releases of Hazardous
Materials into ambient air, surface water, ground water, drinking or domestic water supply, or lands or
otherwise relating to the manufacture, processing, disfibution, use, treatrnent, storage, disposal,
refinement, production, disposal, transport or handling of Hazardous Materials, including, but not limited
to, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended by
the Superfund Amendments and Reauthorization Act of 1986,42 U.S.C. $ 9601 et seq. ("CERCLA");the
Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976, 42
U.S.C. $ 69016901, et seq. ("RCRA"); the Toxic Substances Control Act, 15 U.S.C. $ 2601 et seq.; the
Federal Water Pollution Control Act, 33 U.S.C. $ 1251 et seq. (*FWPCA"); the Hazardous Materials
Transportation Act, 49 U.S.C. $ 5101; the Safe Drinking Water Act, 42 U.S.C. $ 300f et seq.; the
Occupational Safety and Health Act,29 U.S.C. $ 651 et seq.; the Emergency Planning and Community
Right to Know Act of 1986, 42 U.S.C. $ 11001 et seq. ("EPCRA"); the Atomic Enerry Act, 42 U.S.C.
520142014, et seq.; the Endangered Species Act, 16 U.S.C. $ 1531 et seq.; the Federal lnsecticide,
Fungicide, and Rodenticide Ac! 7 U.S.C. $ 136 et seq. ("FIFRA"); the Clean Air Act, 42 U.S.C.
574017401, et seq.; and their state analogs, state counterparts, and other state laws, regulations, statutes
and common law relating to protection of human health and the environment.
"Event of Default" has the meaning set forth in Section 18.1.
'oFacilit5/" and "Facilities" have the meanings ascribed to those terms in the KHSA.
"Facilities Removal" has the meaning ascribed to that term in the KHSA.
"Governmental Authority" means any federal, state or local governmental entity, or any
subdivision thereof, exercising any executive, legislative, judicial, regulatory, adminishative or other
governmental function with respect to the Premises or any Person, as applicable.
"Hatchery Design" means the design set forth in Exhibit D.
"Hatchery f,'acilities" means the fish hatchery facilities and related improvements
required to comply with FERC License No. P-14803 and any other Approval relating to Facilities
Rernoval.
"Hatchery Funding Agreement" means the Hatchery Funding Agreement between and
among Landlord, Tenant and CDFW, dated [[ ,202)].
"Hatchery Imposition" has the meaning set forth in Section 7.1
"Hazardous Materials" means asbestos or any substance containing asbestos,
polychlorinated biphenyls ("PCB"), PCB contaminated material, including, but not limited to, PCB
contaminated electrical equipment as defined in 40 C.F.R.76l.3,lead, lead in the form of lead based
paint materials or paint with lead ("LBP"), flammable explosives, radioactive materials, petroleum,
2
3405411.8 0418s1 CTR
Rocky Mountain Power
Exhibit No. 6 Page 64 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
petroleum fractions, petroleum constituents, petroleum distillates, chemicals known to cause cancer or
reproductive toxicity or that pose a risk to human health or safety or the environment or that are regulated
under Environmental Law, pollutants, effluents, residues, contaminants, emissions or related materials,
natural gas liquids, and any items defined or regulated as "hazardous waste," "hazardous materials,"
"hazardous substances," 'toxic waste," "toxic materials," or "toxic substances" or words of similar
import, all under any applicable Environmental Law. The term "Hazardous Materials" shall not include
items that are "household hazardous waste" including chemicals, lubricants, refrigerants, household
supplies, materials for common residential pu{poses, and other substances kept in amounts typical for,
and used as, standard janitorial supplies, offrce supplies, and the like in connection with the routine
maintenance and operation of facilities similar to the Premises, to the extent kept, used, and maintained in
a manner consistent with their intended uses and in compliance with Environmental Law.
"Impositions" has the meaning set forth in Article 7
"Improvements" means all structures, improvements, fixtures, equipment and other
appurtenances now or hereafter located on, above or under the surface of, or otherwise appurtenant to, the
Land, including all Alterations and any replacements of, additions to, and substitutions for any
Improvements, but excluding Landlord's Facilities.
"Iron Gate Completion Date" means the date on which removal of Iron Gate dam is
substantially complete under any Federal Energy Regulatory Commission order authorizing Facilities
Removal.
"KIISA'has the meaning set forth in Recital B.
"Land" has the meaning ascribed to such term in Recital A above.
"Landlord" means PacifiCorp and its permitted successors and assigrrs.
"Landlord's Facilities" means the overhead transmission line identified on Exhibit C
and its supporting structures and equipment.
"Landlord Indemnifred Parties" means Landlord, its shareholders, members, partners,
equity holders, directors, officers, trustees and employees.
"Laws" means laws (including common law), statutes, codes, treaties, orders, rules,
regulations, ordinances, requirements, judgments, orders, decrees or determinations of any Governmental
Authority, including the Americans with Disabilities Act of 1990.
"Legal Requirement(s)" means, (i) with reference to any Person (A) the articles of
organization, operating agreement, certificate of incorporation and byJaws or partnership agreement,
certificate of limited partnership or other organizational or governing documents of such Person, and
(B) any Laws applicable to or binding upon such Person or its property (to the extent thereby affecting the
Premises); and (ii) with reference to the Premises (A) any Laws applicable to or binding upon the
Premises, any appurtenance thereto, or the use or manner of use thereof, including without limitation
(l) any applicable environmental, ecological, zoning, building, landmark, subdivision and land use Laws,
(2) the requirements, terms or conditions of any Approvals of any Governmental Authority, and (3) the
terms, conditions and requirements of any easement, restrictive declaration or other encumbrance upon
the Premises, and (B) the orders, rules and regulations of the Board of Fire Underwriters or any body now
or hereafter performing similar functions.
3405411.8 041851 CTR
3
Rocky Mountain Power
Exhibit No. 6 Page 65 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemsheet
"Patriot Act" means the USA Patriot Act of 2001, 107 Public Law56 (October26,
2001) and all other statutes and all orders, rules and regulations of the United States government and its
various executive departments, agencies and offices related to the subject matter of the Patriot Act,
including Executive Order 3224 effective September 24,2001.
"Permitted Encumbrances" means the matters set forth in Exhibit B.
'6Person" means natural persons, corporations, companies, partnerships, limited liability
companies, trusts, associations, public bodies, joint ventures and similar entities.
"Pre-Existing Condition" means any condition or circumstance relating to Hazardous
Materials affecting the Prernises as of the date of this Lease.
"Premises" has the meaning set forth in Section 2.1
"Rent" means Basic Rent and Additional Rent.
"Tenant" means Klamath River Renewal Corporation, a California nonprofit corporation
and its permitted successors and assigns.
'oTenant Indemnilied Parties" means Tenant, its members, directors, officers and
employees
"Term" has the meaning set forth in Section 3.1.
"Term Commencement Date" has the meaning set forth in Section 3.1.
"Terminate", "Terminated", and "Termination" of this Lease shall refer to the
expiration of the Term of this Lease or any sooner termination pursuant to any of the provisions of this
Lease or of applicable law.
"Transfer" whether in the noun or verb form, means any transaction or series of
transactions in which a Person's direct or indirect interest in the Premises, this Lease or the leasehold
estate hereby granted is transferred, voluntarily or by operation oflaw or any other involuntary means, or
in which any interest, however remote, in the Person (including Tenant or Landlord) shall be transferred.
*Utility Seryices" has the meaning ascribed to such term in Section 5.3.
Section 1.2. Construction. Unless the context clearly indicates to the contrary, the following
rules shall apply to the construction of this Lease:
(a) Words importing the singular number shall include the plural number and vice
versa.
(b) Words importing the feminine, masculine and neuter genders shall each include
correlative words of the other genders.
(c) All references herein to particular articles or sections without reference to a
specific document are references to articles or sections of this Lease.
(d) The captions and headings herein are solely for convenience of reference and
shall not constitute a part of this Lease nor shall they affect its meaning, construction or effect.
4
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 66 of 186
Case No. PAC-E-21-01
\n itness: Timothy J. Hemstreet
(e) The terms "hereby", "hereof', "hereto", "herein", "hereunder" and any similar
terms, as used in this Lease, refer to this Lease in its entirety and not the particular article or section of
this Lease in which they appear, and the term "hereafter" means after, and the term "heretofore" means
before, the date of this Lease.
(0 The word "including" and words of similar import mean "including but not
limited to."
(g) Except where this Lease expressly provides for a different standard, any
approvals, consents and acceptances required to be given or made by any person or party hereunder shall
not be unreasonably withheld, delayed or conditioned by the person or party whose approval, consent or
acceptance is required. Acceptance for this purpose shall include a party's confirmation that a document
required to be delivered to such party or a state ofaffairs required by such party to exist is acceptable to
such party.
(h) All references herein to any other document, agreement or instrument shall mean
such document, agreement or instrument as it may be amended, modified, supplemented or restated.
(i) All exhibits and appendices to this Lease, including any amendments and
supplements hereto, are hereby incorporated herein and made a part of this Lease.
CI) Requirements in this Lease that Tenant take any action at its own expense, or at
no expense to Landlord, shall not be construed as limiting any funding obligation Landlord may have
under the KHSA or the Hatchery Funding Agreement, or as prohibiting Tenant from utilizing any such
funding for the stated purpose. The parties intend that any limitation on the use of any such funding shall
be as set forth in the applicable agreement. In no event shall Tenant be deemed to be in default of any
payment obligation under this Lease if Landlord has not provided any of the funding required under the
Hatchery Funding Agreement.
ARTICLE 2
Premises
Section 2.1. Demise of the Premises. Landlord for and in consideration of the rents,
covenants and agreements herein contained, hereby leases to Tenant, and Tenant hereby leases from
Landlord, subject to Permitted Encumbrances and the terms, covenants, conditions, and agreements
hereinafter expressed, the Land and the Improvements; together with all the rights, ways, privileges,
servitudes, appurtenances and advantages thereunto belonging or in any way appertaining, including by
way of illustration the water rights provided for in Statement 12966 and any other appurtenant water
rights and the right to use driveways, service roads and such other appurtenances as may be necessary for
the purpose of ingress and egress, as these appurtenances exist on the Term Commencement Date, or as
they may thereafter exist (hereafter referred to collectively as the "Premises").
Section 2.2. Ownershio of Improvements. During the Term, Tenant shall be deemed to be
the owner, and is hereby granted ownership, of the Improvements including any Alterations. Upon any
reversion of possession of the Land to Landlord in connection with a Termination of this Lease, all right,
title and interest in and to the Improvements shall automatically vest in Landlord without any further act
or compensation on the part of either Party, and Tenant shall promptly execute and deliver such bills of
sale, deeds and other instruments, affidavits and returns as may be requested by Landlord in confirmation
thereof.
3405411.8 041851 CTR
5
Rocky Mountain Power
Exhibit No. 6 Page 67 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
ARTICLE 3
Term
Section 3.1. Term.
(a) Commencement and Exoiration The "Term" of this Lease, during which Tenant
shall be entitled to possess, use and occupy the Premises, shall commence on the date this Lease was
entered into as written above (the "Term Commencement Date") and shall expire at midnight on the day
that is eight (8) years after the kon Gate Completion Date, unless this Lease is Terminated sooner in
accordance with the terms of this Lease, in which case the Term (and all of the rights and obligations of
Landlord and Tenant hereunder) shall end on the date of such earlier Termination.
(b) Co4firrnation qf lron Gate Completion Date. Upon request by either party
following the hon Gate Completion Date the parties shall execute an instrument confirming the date on
which the kon Gate Completion Date occurred.
ARTICLE 4
Rent
Section 4.1. Basic Rent.
(a) Throughout the Term ofthis Lease, Tenant shall pay to Landlord, over and above
any additional payments provided for in this Lease, an absolutely net rent ("Basic Rent") of One Dollar
($t.OO; for the entire Term, receipt of which Landlord hereby acknowledges.
Section 4.2. Additional Rent. Any sums that may become payable to Landlord by Tenant
under this Lease shall be deemed Additional Rent and shall be payable at Landlord's address as provided
above. Landlord shall have (in addition to any other right or remedy of Landlord) the same rights and
remedies in the event of the nonpayment of Additional Rent as Landlord has in the case of default by
Tenant in the payment of Basic Rent. Additional Rent shall be due and payable thirty (30) days after
Landlord shall have sent Tenant written notice of the amount due accompanied by a statement in
reasonable detail ofthe basis therefor..
ARTICLE 5
Construction of Hatcherv Facilities
Section 5.1. Construction of the Hatchery Facilities. Tenant shall develop, construct, and
equip the Hatchery Facilities upon the Premises substantially in accordance with the Hatchery Design and
the terms and conditions of this Lease.
Section 5.2. Anprovals.
(a) Tenant, at its own expense, shall be responsible for timely obtaining all licenses,
certificates, authorizations, permits, consents and approvals called for by any Legal Requirement relating
to the Hatchery Facilities. Tenant shall keep each Approval obtained in full force and effect for as long as
necessary under any Legal Requirement,
3405411.8 041851 CTR
6
Rocky Mountain Power
Exhibit No. 6 Page 68 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(b) Landlord shall reasonably cooperate with Tenant in the filing of applications and
documents necessary to obtain the Approvals, provided that the foregoing shall not expand Landlord's
obligations regarding Approvals for Facilities Removal beyond Landlord's obligations under the KHSA.
To the extent requested by Tenant, Landlord's cooperation shall include, without limitation, the execution
by Landlord of applications for Approvals, provided that any application the execution of which Tenant
desires shall have been completed in a manner reasonably acceptable to Landlord and furnished to
Landlord not less than thirty (30) days prior to the date on which Tenant intends to file such application,
and provided further that execution by Landlord of any such application shall be solely for the purpose of
evidencing its acquiescence thereto but shall not constitute Landlord's approval thereof or in any way
relieve Tenant of sole responsibility for determining the appropriateness of making any such application
or the contents thereof.
Section 5.3. Utilities.
(a) The Tenant shall make (or shall cause to be made) application for, obtain, and be
solely responsible for providing all utilities required, used, or consumed at the Premises, including, but
not limited to gas, water (including water for domestic uses and for fire protection), telephone, electricity,
internet connection, sewer service, or any similar service (collectively referred to as "Utility Services").
(b) Landlord shall, at Tenant's sole cost and expense, cooperate with Tenant in the
filing of applications and documents necessary to obtain Utility Services. To the extent requested by
Tenant, Landlord's cooperation shall include, without limitation, the execution by Landlord of
applications for Utility Services, provided that any application the execution of which Tenant desires shall
have been completed in a manner reasonably acceptable to Landlord and furnished to Landlord not less
than thirty (30) days prior to the date on which Tenant intends to file such application, and provided
further that execution by Landlord of any such application shall be solely for the purpose of evidencing its
acquiescence thereto but shall not constitute Landlord's approval thereofor in any way relieve Tenant of
sole responsibility for determining the appropriateness of making any such application or the contents
thereof. Nothing in this Lease shall require Landlord to prosecute or participate in the prosecution of any
application or other procedure relating to any Utility Services.
Section 5.4. Commencement and Prosecution of Work.
(a) Prior to mobilization at the Premises by Tenant's contractor, Tenant shall deliver,
or shall cause its contractor to deliver, to Landlord:
(i) evidence that all Approvals necessary for the work have been obtained
and are in full force and effect except for such Approvals as are not yet required for that stage of
the work; and
(i0 evidence that all insurance required under this Lease is in place.
(b) Once Tenant has commenced construction of the Hatchery Facilities, including
excavation or demolition in contemplation thereof, it shall complete construction of the Hatchery
Facilities with commercially reasonable diligence.
(c) The Hatchery Facilities shall be constructed in a good and workrnanlike manner,
in compliance with applicable Legal Requirements, and without materially affecting any Landlord's
Facilities except as provided for in the Hatchery Desigrr;
3,f,05411.8 041851 CTR
7
Rocky Mountain Power
Exhibit No. 6 Page 69 of '186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
(d) The cost of constructing the Hatchery Facilities shall be timely paid by Tenant so
that the Premises shall at all times be free of liens for labor and materials supplied or claimed to have
been supplied to the Premises, excepting liens the collection of which has been indemnified or insured
against by a bonding or title insurance company; and
(e) Landlord shall in all cases have the right to enter upon the Premises at reasonable
times and on reasonable notice to monitor and inspect the work and its progress and to post such notices
of non-responsibility as may be permitted under applicable Law.
Section 5.5. Tenant's Contractors. Tenant's contractors, subcontractors of any tier,
suppliers, and consultants shall have such access to the Premises as Tenant determines to be necessary to
carry out any work relating to construction, equipping and commissioning of the Hatchery Facilities,
including the right to store supplies and materials at the Premises. Tenant shall require such parties to
comply with all applicable terms of this Lease and Tenant shall be responsible to Landlord for the acts
and omissions of such parties on or about the Premises in connection with the construction, equipping and
commissioning of the Hatchery Facilities.
ARTICLE 6
Use and Operation of Premises
Section 6.1. Permitted Uses. The Premises shall be utilized during the Term of this Lease
for the operation ofa fish hatchery and for purposes ancillary to or supportive ofsuch use, including any
use necessary to comply with Tenant's Approvals for Facilities Removal.
Section 6.2. Nuisance Prohibited. Tenant shall not use or allow the Premises or any part
thereofto be used, occupied or operated in any manner or for any purpose that shall constitute a public or
private nuisance, or void, or make voidable, any insurance then in force with respect to the Premises.
Section 6.3. Responsibilitv for Maintenance and Oneration. Tenant shall have sole
responsibility for the condition, operation, maintenance, management, restoration and repair of the
Premises and shall exercise such responsibility at its sole cost and expense and in its sole discretion,
subject only to the express terms of this Lease and all Legal Requirements.
Section 6.4. Operator. Landlord acknowledges that prior to Tenant's Transfer of this Lease
pursuant to Section 17.2 any operation of the Premises will be carried out by CDFW or such other party
or successor as Tenant may designate in accordance with Legal Requirements. Landlord will accept
performance by such operator as if it were rendered by Tenant, provided that operation by a third party
shall not relieve Tenant of its obligations under this Lease and Tenant shall require any such third party to
comply with the applicable terms of this Lease.
Section 6.5. Contractors. Landlord acknowledges that Tenant and its operators may provide
access to the Premises to contractors, subcontractors, consultants, vendors and such other Persons as
Tenant or its operator determines to be necessary or convenient for the operation, maintenance and repair
of the Premises and the conduct of Tenant's activities under this Lease. Tenant shall require such parties
to comply with all applicable terms of this L,ease and Tenant shall be responsible to Landlord for the acts
and omissions of such parties on or about the Premises in connection with the operation, maintenance and
repair of the Hatchery Facilities.
3,+05411.8 041851 CTR
8
Rocky Mountain Power
Exhibit No. 6 Page 70 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
Section 6.6. Siqnaee. Tenant shall have the right to install, remove and otherwise maintain
from time to time such signage in and about the Premises as is permitted by Legal Requirements, whether
or not visible from outside the Premises.
ARTICLE 7
Impositions
Section 7.1. Impositions.
(a) For purposes of this Lease the following are referred to collectively as
"Impositions": all taxes, assessments, water and sewer rents and charges, and other charges, together
wittrall interest and penalties thereon, which are assessed, levied, confirmed, or otherwise imposed by
any Governmental Authority or provider of Utility Services upon or against the Premises or the value of
thi Premises or the making of Improvements thereon, or the possession of any interest hereunder, in each
instance payable with respect to the Term of this Lease, or any portion thereof.
(b) Landlord covenants and agrees to pay when due (subject to the remaining
provisions of this Article), all Impositions payable in respect of the Premises except for Impositions
imposed specifically on or because of the Hatchery Facilities or the leasehold under this Lease (a
"Hatchery Imposition"), which must be timely paid by Tenant. Landlord shall promptly forward to
Tenant any bili for Impositions payable by Tenant. Hatchery Impositions for the fiscal period of the
taxing authority in which the commencement or Termination of this Lease occurs will be prorated
between Landlord and Tenant.
Section 7.2. Risht to Contest. Tenant shall have the right to contest the amount or validity,
in whole or in part, of any Hatchery Imposition by appropriate proceedings and may postpone or defer
payment of any contested Hatchery Imposition, provided that no such deferral or postponement shall be
allowed to generate an enforcement action against Landlord's interest in the Premises. In the event
Landlord reieives any refund or credit of Hatchery Impositions paid by Tenant Landlord shall promptly
forward to Tenant a payment in the amount if such refund or credit. Landlord and Tenant shall
reasonably cooperate with each other, if requested, in any application or petition for exemption from
lmpositions.
Section 7.3. Survival. The provisions of this Article 7 shall survive the Termination of this
Lease.
ARTICLE 8
Insurance
Section 8.1. General Insurance Requirements. Tenant shall maintain, or cause to be
maintained, insurance covering the risks enumerated below. The policies procured hereunder shall
provide that such insurance shall not be modified, altered or cancelled without ten (10) days' written
notice to the Landlord, and that the insurance required under subsections (c), (d) and (f) of Section 8.2
shall name Landlord as an additional insured. The insurance policies purchased by Tenant, or provided
on behalf of Tenant, must be issued by a company authorized to conduct business in the State of
California and which has a rating of A-VII or better by the latest Best Insurance Report (or a substantially
equivalent publicly available rating if A. M. Best has ceased publication of insurance ratings).
3405411.8 041851 crR
9
Rocky Mountain Power
Exhibit No. 6 Page 71 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
Section 8.2. Required Coveraqes. During the Term Tenant shall obtain and maintain, the
following coverages:
(a) Property/Casualty - fire and casualty insurance insuring the Premises against
loss and damage by fire and other hazards covered by a standard extended coverage, "all risk" insurance
policy, in amounts equal to the full replacanent cost of the Premises, including Improvements and
business personal property, and the cost ofdebris removal;
(b) Commercial General Liability - commercial general liability insurance covering
both on-site and off-site events and activities sponsored or supervised by Tenant on an occutrence basis,
covering all claims for bodily injury and property damage, including loss of use thereof, including
independent contractor liability, products/completed operations liability, watercraft operations, personal
and advertising injury and contractual liability coverage in an amount not less than One Million Dollars
($1,000,000) per occurrence and Three Million Dollars ($3,000,000) in the aggregate, with deductible
provisions not to exceed a commercially reasonable amount per occurrence;
(c) Automobile - comprehensive automobile insurance (with deductible provisions
not to exceed a commercially reasonable amount per occurence) with liability limits of not less than One
Million Dollars ($1,000,000.00) combined single limit covering liability arising out of the use of any
Tenant vehicle, or such vehicles used in conjunction with the business of Tenant, whether owned, non-
owned or hired;
(d) Statutory Employees' Insurance - workers' compensation and disability
insurance and such other forms of insurance required by law to provide covering loss resulting from
injury, death, sickness, disability or death of the ernployees of Tenant, or any contractor or subcontractor
performing work with respect to the Premises; and
(e) Excess Umbrella - additional excess and/or umbrella liability coverage in an
amount of Ten Million Dollars ($10,000,000) in the aggregate, which shall include all insured coverages
required by subsections (c), (d) and (e) ofthis Section 8.2.
Section 8.3. Policv Loss Pavable: Other Policv Reouirements
(a) Tenant shall be the loss payee under all insurance provided for in this Article 8
except with respect to Landlord's interest as an additional insured under any liability insurance.
(b) All insurance policies and endorsements required pursuant to this Article 8 shall
be fully paid for and nonassessable, shall contain such provisions and expiration dates and be in such
form and amounts as indicated above. Without limiting the foregoing, each policy shall specifically
provide that no act or thing done by Tenant shall invalidate the policy as against Landlord.
(c) Tenant and, to the extent it maintains separate insurance, Landlord, shall each
procure and maintain a clause or endorsement to their respective insurance policies pursuant to which
their respective insurers waive subrogation. Provided its rights of recovery under the insurance policy
that it maintains is not adversely affected, Landlord and Tenant each releases the other from any claim
under this Lease for any loss or damage to the extent covered by its own insurance.
(d) Tenant's insurance shall be and shall include provisions stating that it is primary
with respect to Landlord's interest in the Premises to the extent of Tenant's negligent acts or omissions,
and shall state that any other insurance or self-insurance maintained by Landlord is excess and not
10
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 72 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
contributory with the insurance required hereunder. Tenant's insurance shall include a crossliability or
severability of interest clause or endorsement.
Section 8.4. Deliverv of Evidence of Insurance. Upon the commencement of this Lease and
annually thereafter, Tenant shall furnish to Landlord evidence of all insurance required to be carried by
Tenant in accordance with this Lease. Such insurance evidence must document that the liability insurance
coverage purchased by or maintained on behalfofTenant includes contractual liability coverage.
Section 8.5. Notice Prior to Chanee or Cancelation. Tenant shall notify Landlord as soon
as possible in the event that any policies become subject to cancelation and must provide to Landlord
proofofreplacement coverage prior to the cancelation effective date or as soon as practicable thereafter.
Section 8.6. Separate Insurance.
(a) Tenant shall not carry separate insurance concurrent in coverage with any
insurance required to be furnished by Tenant under the provisions of this Lease unless Landlord shall be
included as a named insured or additional insured, as the case may require, with loss payable as
hereinabove provided. Tenant shall promptly noti$ Landlord of the issuance of any such separate
insurance and shall cause certified copies of such policies to be delivered to Landlord as provided in this
Article.
(b) Tenant shall, at all times, observe and comply with the requirements of all
policies of insurance in effect with respect to the Premises.
Section 8.7. CDFW as Tenant. Landlord acknowledges that CDFW is self-insured and that
upon CDFW's assumption of this Lease following its assignment pursuant to Article 17 the foregoing
requirements to maintain insurance shall not apply.
ARTICLE 9
Covenants Against Waste and
to Renair and Maintain the Premises
Section 9.1. No Waste. Tenant shall not intentionally or negligently cause or permit any
physical waste on the Premises, provided that nothing in this Lease shall prohibit Tenant from removing
any Improvements or otherwise modiffing the Premises or any portion thereof except as expressly
prohibited by this Lease.
Section 9.2. Maintenance of Premises. Tenant shall cause the Premises to be maintained in
good order and condition, and shall make such repairs and replacements (including structural repairs),
foreseen and unforeseen, ordinary and extraordinary, necessary to maintain the Premises in good working
order, provided that nothing in this Lease shall prohibit Tenant from maintaining the Premises or any
portion of the Premises in an unimproved or rustic condition.
Section 9.3. Maintenance of Personal Propertv. Tenant shall keep and maintain all
Improvements and related personal property in a safe condition throughout the Term of this Lease, subject
to Section 9.4 below.
Section 9.4. Risht to Modifv or Remove Certain Propertv. Tenant shall be entitled to
modifu or remove and dispose of Improvements and moveable or immoveable property located on the
Land in its sole discretion, without payment of any compensation to Landlord in respect thereof, provided
u
3405411.8 04185r CTR
Rocky Mountain Power
Exhibit No. 6 Page 73 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
only that such modification or removal is in furtherance of Tenant's permitted operations under this
Lease.
Section9.5. Landlord'sFacilities.
(a) Landlord shall be solely responsible for maintaining and repairing Landlord's
Facilities. Landlord shall carry out its maintenance, repair and any modification of Landlord's Facilities
in a manner that does not materially adversely affect the Hatchery Facilities or their operation.
(b) Except as may be provided for in the Hatchery Design, Tenant shall not modifu,
remove or adversely affect any Landlord Facilities without Landlord's prior written consent, which shall
not be unreasonably withheld, delayed or conditioned, provided that Tenant's proposed action does not
materially adversely affect the function or maintenance of Landlord's Facilities and is in compliance with
all applicable Laws.
ARTICLE 10
Compliance with Leeal Requirements
Section 10.1. Tenant to Complv. Tenant shall, at its sole cost and expense, comply with all
applicable Legal Requirements relating to the use, operation and/or possession of the Premises.
Section 10.2. Riqht to Contest. Tenant shall have the right to contest by appropriate
administrative or legal proceedings the validity or application of any Legal Requirement, and, if
compliance therewith may be held in abeyance under applicable Legal Requirements without (i) the
incurrence of a lien, charge or liability of any kind against the Premises or Tenant's leasehold interest
therein, (ii) subjecting Landlord to any liability or any material risk of forfeiture or penalty for failure to
comply therewith, or (iii) creating or allowing the persistence of any unsafe conditions, Tenant may
postpone compliance until the final determination of the proceedings, provided that such proceedings
shall be prosecuted with all due diligence and dispatch.
ARTICLE 11
Damase to or Destruction of the Improvements
Section 11.1. Restoration. In case of damage to or destruction of the Premises by fire or any
other cause, similar or dissimilar, Tenant shall promptly notifr Landlord and Tenant at its discretion may
remove all debris resulting from such damage or desffuction, and may, in its discretion, either rebuild,
restore, repair and replace, as applicable, the Premises or any improvements, betterments, fixtures and
equipment, furnishings and physical property located thereon, or any part thereof, substantially as they
existed prior to such damage or destruction or make such other repairs, replacements, changes or
alterations, if any, as Tenant may, in all instances, determine in its sole discretion, subject to applicable
Legal Requirements and Section 9.5. Such rebuilding, restoration, repairs, replacements, or alterations
shall be commenced promptly and shall be subject to the terms and conditions of this Lease, including,
without limitation, Article 13.
t2
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 74 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
ARTICLE 12
Condemnation
Section 12.1. Takins of All or Substantiallv AII of the Premises. If, at any time during the
Term of this Lease, the whole or substantially all of the Premises shall be taken for any public or quasi-
public purpose by any lawful power or authority by the exercise of the right of condemnation or eminent
domain, or by agreement between Landlord, Tenant and those authorized to exercise such right, this
Lease shall Terminate on the date of such taking. For purposes of this Lease "substantially all" of the
Premises shall be deerned to have been taken if, following such taking, the balance of the Premises would
not, under applicable Legal Requirements, economic conditions or otherwise, permit the reasonable
operation of the Premises as provided for in this Lease.
Section 12.2. Takins of Less Than Substantiallv All. If less than substantially all of the
Premises shall be taken, then this Lease shall be deemed Terminated as to the part so taken as of the date
of such taking, but shall continue in full force and effect for that part not taken.
Section 12.3. Anplication of Award. In the event of any taking referred to in Section 12.1 or
12.2, partial, whole or substantially all, as the case may be, Landlord and Tenant agree that the award or
awards resulting from condemnation or eminent domain as determined by a court of competent
jurisdiction or the proceeds pursuant to a written agreement in lieu thereof shall be allocated between
Landlord and Tenant and paid in the following order of priority:
(a) If the award shall have been made in respect of a taking of the type referred to in
Section l2.2,then there shall be paid to Tenant an amount sufficient to pay in full the cost of any repair,
replacement, rebuilding and modification necessitated by such taking and required by the terms of this
Lease.
(b) From the remainder of the proceeds, if any, or if the award shall have been made
in respect of a taking of the type referred to in Section 12. 1 , then Landlord shall be paid an amount equal
to the value of Landlord's reversionary interest in the Land so taken, but as if the Land so taken were
unencumbered and free and clear of this Lease.
(c) Any balance shall be payable to Tenant.
Section 12.4. Restoration. If the Premises shall be damaged or partially destroyed by any
taking referred to in Section ll.Z,Tenant shall give prompt notice thereof to Landlord and, regardless of
the amount or allocation of any award made in respect of such taking, Tenant may proceed witlt
reasonable diligence to conduct any necessary demolition and to repair, replace, rebuild or modify the
portion of the Prernises not so taken so as to constitute such remaining portion suitable for use by Tenant
as provided for under this Lease, all as determined by Tenant in its sole discretion.
ARTICLE 13
Alterations
Section 13.1. Alterations. Tenant shall have the right, in its sole discretion, to remove any
Improvements or make alterations, installations, or structural changes, to the Premises, or any part
thereof, or make any addition and/or improvement thereto or construct any additional buildings or other
improvements on the Premises, (any such action being herein referred to as an "Alteration"), subject only
to Section 9.5(b) and the following requirements:
t3
340s411.8 041851 cTR
Rocky Mountain Power
Exhibit No. 6 Page 75 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
(a) All Alterations, when completed, shall be of such a character as is consistent with
the continued use of the Premises for its permitted uses;
(b) All Alterations shall be made promptly and in good and worlananlike manner
and in compliance with applicable Legal Requirements;
(c) The cost of any Alterations shall be timely paid by Tenant so that the Premises
shall at all times be free of liens for labor and materials supplied or claimed to have been supplied to the
Premises, excepting liens the collection of which has been indemnified or insured against by a bonding or
title insurance company; and
(d) Landlord shall in all cases have the right to enter upon the Premises at reasonable
times and on reasonable notice to monitor and inspect the work and its progress and to post such notices
of non-responsibility as may be permitted under applicable law.
Section 13.2. Tenant's Contractors. Tenant's contractors, subcontractors of any tier,
suppliers, and consultants shall have such access to the Premises as Tenant determines to be necessary to
carry out any work relating to Tenant's Alterations, including the right to store supplies and materials at
the Premises. Tenant shall require such parties to comply with all applicable terms of this Lease and
Tenant shall be responsible to Landlord for the acts and omissions of such parties on or about the
Premises in connection with Tenant's Alterations.
Section 13.3. Landlord Cooneration. Landlord shall, at Tenant's sole cost and expense,
timely cooperate with Tenant in the filing of applications and documents necessary to obtain any
necessary Approvals. To the extent requested by Tenant, Landlord's cooperation shall include, without
limitation, the execution by Landlord of applications for Approvals, provided that any application the
execution of which Tenant desires shall have been completed in a manner reasonably acceptable to
Landlord and fumished to Landlord not less than ten (10) days prior to the date on which Tenant intends
to file such application, and provided further that execution by Landlord of any such application shall be
solely for the purpose of evidencing its acquiescence thereto but shall not in any way impose liability or
cost of any kind on Landlord or relieve Tenant of sole responsibility for determining the appropriateness
of making any such application or the contents thereof.
ARTICLE 14
Liens
Section 14.1. No Liens. Tenant shall not suffer or permit any vendor's, mechanic's, laborer's
or materialman's statutory or similar lien to be filed against the Premises or any interest of Landlord or
Tenant therein by reason of work, labor, services or materials supplied or claimed to have been supplied
to Tenant (or anyone claiming by, through or under Tenant) or anyone holding the Premises or any part
thereof directly or by, through or under Tenant. If any such lien shall at any time be filed, Tenant shall,
within twenty (20) days after notice of the filing thereof, initiate action to cause the same to be discharged
of record by payment, deposit, bond, order of a court of competent jurisdiction or as otherwise permitted
by Legal Requirements and shall continue to diligently pursue such actions until such lien is discharged.
If Tenant shall fail to commence action to cause such lien to be discharged within the period aforesaid or
shall fail to diligently pursue such actions to completion, then, in addition to any other right or remedy of
Landlord, Landlord may, but shall not be obligated to, following notice to Tenant of its intention to do so,
discharge the same either by payrng the amount claimed to be due or by procuring the discharge of such
lien by deposit or by bonding proceedings, and in any such event Landlord shall be entitled, iflandlord
so elects, to compel the prosecution of an action for the foreclosure of such mechanic's lien by the lienor
t4
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 76 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
and to pay the amount of the judgment for and in favor of the lienor with interest, cost and allowances.
Nothing in this Lease shall be deemed or construed in any way as constituting (i) the consent of Landlord
to the filing of any such lien on Landlord's interest in the Premises or this Lease or (ii) the consent or
request of Landlord, express or implied by inference or otherwise, to any contractor, subcontractor,
laborer or materialman or the performance of any labor or the furnishing of any materials for any specific
improvement, alteration or repair of the Premises or any part thereof. Any amounts paid by Landlord
pursuant to this Article 14 shall be reimbursed by Tenant to Landlord upon demand.
ARTICLE 15
Surrender of the Premises
Section 15.1. End of Term: Surrender of Premises.
(a) Upon Termination of this Lease, Tenant shall surrender the Premises to
Landlord, free and clear ofall lettings and occupancies and free and clear ofall liens and encumbrances
other than Permitted Encumbrances and otherwise in accordance with this Section 15.1.
(b) Prior to surrender of the Premises Tenant shall decommission the Hatchery
Facilities in accordance with the requirements set forth in Exhibit E.
(c) Tenant shall have no obligation to remove any Improvements except for removal
of the portions of the Hatchery Facilities designated for end of Term removal on Exhibit D, or as
expressly required as part of the decommissioning requirements in Exhibit E. All remaining
Improvements shall become the property of Landlord as provided for in Section2.2,proided that Tenant
may remove and retain such trade fixtures and other equipment as Tenant may determine.
Section 15.2. Abandoned Propertv. Any personal property or other property ofTenant that
shall remain at the Prernises after the Termination of this Lease may, at the option of Landlord, be
deemed to have been abandoned, and may, in Landlord's sole discretion, be retained by Landlord as its
property, be stored by Landlord (if required by law) at the expense of Tenant, or be disposed of, without
accountability on the part of Landlord to Tenant.
Section 15.3. Hold Over. In the event Tenant shall not have vacated the Premises on or before
the Termination of the Lease such holding over shall not be deemed to extend the Term or renew the
Lease, but such holding over shall continue upon the covenants and conditions herein set forth as a month
to month tenancy that either party may terminate upon thirty (30) days' written notice.
Section 15.4. Survival. The provisions of this Article 15 shall survive any Termination of this
Lease.
ARTICLE 16
Indemnification
Section 16.1. Indemnitv bv Tenant.
(a) To the fullest extent permited by Law Tenant agrees to indemnifu the Landlord
Indemnified Parties against, and to defend and save Landlord harmless from any and all third-party claims
by or on behalf of any person, and any and all judgments, costs, expenses and liabilities (including
reasonable attorneys' fees) relating to any such third-party claims (a) arising on or after the Term
15
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 77 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
Commencement Date in connection with Tenant's use or occupancy of the Premises, including any claim
arising in connection with (i) any condition of the Premises (other than a Pre-Existing Condition), (ii)
any act or omission of Tenant, or any of its agents, contractors, servants, employees, licensees, or
invitees, or (iii) any accident, injury or damage whatsoever caused to any person or property occurring in
or about the Premises or any property adjacent thereto, or (b) arising in connection with any work or other
activity whatsoever done in or about the Premises by or on behalf of Tenant, except, in each instance, for
any claim to the extent arising out of negligence, bad faith or willful misconduct by Landlord, its agents
or representatives. If any action or proceeding is brought against Landlord by reason of any of the
foregoing then, upon request of Landlord, Tenant covenants to defend such action or proceeding by
counsel reasonably satisfactory to Landlord. Counsel appointed by Tenant's insurer shall be deemed to
be acceptable to Landlord.
(b) Upon the Transfer of this Lease to CDFW, CDFW will, to the extent authorized
under Section 14662.5 of the Government Code and in lieu of the indernnity under subsection (a) above,
indemnify and hold harmless Landlord against all third-party claims by or on behalf of any person, and
any and alljudgments, costs, expenses and liabilities (including reasonable attorneys' fees) relating to any
such third-party claims (i) arising on or after the Term Commencement Date in connection with Tenant's
use or occupancy of the Premises, including any claim arising in connection with (A) any condition of the
Premises (other than a Pre-Existing Condition or Landlord's Facilities), (B) any act or omission of
Tenant, or any ofits agents, contractors, servants, employees, licensees, or invitees, or (C) any accident,
injury or damage whatsoever caused to any person or property occurring in or about the Premises or any
property adjacent thereto, or (ii) arising in connection with any work or other activity whatsoever done in
or about the Premises by or on behalf of Tenant, except, in each instance, for any claim to the extent
arising out of negligence, bad faith or willful misconduct by Landlord, its agents or representatives, or
arising from Landlord's Facilities and CDFW shall repair or pay for any damage proximately caused by
reason ofthe uses authorized by this Lease.
Section 16.2. Indemnitv bv Landlord. To the fullest extent permitted by Law Landlord
agrees to indemnify the Tenant Indemnified Parties against, and to defend and save Tenant harmless from
any and all third-parfy claims by or on behalf of any person, and any and all judgments, costs, expenses
and liabilities (including reasonable attorneys' fees) relating to any such third-party claims arising (a)
prior to the Term Commencement Date in connection with the Premises, including any such claim arising
in connection with (i) any condition of the Premises (including any Pre-Existing Condition), (ii) the prior
operation of the Prernises, or (iii) any accident, injury or damage whatsoever caused to any person or
property occurring in or about the Premises or upon any properly adjacent thereto, or (b) in connection
with Landlord's Facilities, except, in each instance, for any claim to the extent arising out of negligence,
bad faith or willful misconduct by Tenant, its agents or representatives. If any action or proceeding is
brought against Tenant by reason of any of the foregoing then, upon request of Tenant, Landlord
covenants to defend such action or proceeding by counsel reasonably satisfactory to Tenant. Counsel
appointed by Landlord's insurer shall be deemed to be acceptable to Tenant.
Section 16.3. Survival. The provisions of this Article 16 shall survive the Termination of this
Lease.
ARTICLE 17
Transfers
Section 17.1. Prohibited Transfers. Except as permitted under Section 17.2,Tenant shall not
Transfer this Lease without Landlord's prior written consent.
t6
34054[.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 78 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section17.2. Permitted Transfer. Notwithstanding Section 17.1, the originally named
Tenant has the unconditional right to Transfer this Lease at any time to CDFW or any other governmental
department, agency or subdivision of the State of California designated by CDFW for purposes of
asiuming responsibility for operating the Hatchery Facilities or succeeding to CDFW's responsibilities
relating to the Hatchery Facilities by operation of law. Upon the acceptance of this Lease by CDFW or
such other Person the originally-named Tenant under this Lease shall be relieved of any obligations or
liabilities thereafter arising under this Lease, but shall remain responsible to Landlord for any liability
arising under this Lease prior to such Transfer.
ARTICLE 18
Default Provisions
Section 18.1. Events of Default.
(a) The occurrence of one or more of the following events shall constitute an*Event
of Default" under this Lease:
(i) if Tenant fails to perform or observe any covenant, condition or
agreement under this Lease, and the failure continues for a period of sixty (60) days after written
noti." specifying the failure has been given to Tenant; provided, however, that if the failure is
susceptible to cure but cannot, with due diligence, be remedied by Tenant within sixty (60) days,
the period of time to cure the failure shall be extended for such period as may be reasonably
necessary to cure the failure with all due diligence, provided that Tenant has commenced curing
the failure within the initial sixty (60) day period and is continues its efforts to cure the failure
with due diligence; or
(ii) if Tenant files or consents to the filing of any petition in any bankruptcy,
insolvency, reorganization ofdebt or similar debtor reliefproceeding, or any proceeding for the
liquidation or dissolution of Tenant under law or statute, or makes a general assignment of all or
substantially all of its assets, or consents to or acquiesces in the appointment of a trustee,
liquidator or receiver of Tenant or of the whole or any substantial part of Tenant's assets or of
Tenant's interest in the Premises; or
(iii) if pursuant to an order, judgment or decree entered by any court of
competent jurisdiction (A) a receiver, trustee or liquidator of Tenant or of all or any substantial
part of Tenant's assets or of Tenant's interest in the Premises is appointed in any proceeding, or
(B) Tenant is adjudicated bankrupt or insolvent, or (C) a petition seeking liquidation or
dissolution of Tenant, or reorganization of Tenant or an arrangement with creditors or to take
advantage ofany law or statute, whether now existing or hereafter in effect, ofthe federal or any
state government, or any subdivision thereof, relating to bankruptcy, insolvency, readjustment of
debt or similar debtor-relief measures, is approved; and any such order, judgment or decree
referred to in clauses (A), (B) and (C) above is not vacated, set aside or stayed within ninety (90)
days from the date of entry thereof, or a stay thereof shall be thereafter set aside
Section18.2. Remedies.
(a) Upon the occrurence of an Event of Default Landlord has such rights and
remedies as may be available under this Lease, at law or in equity, including the right to seek damages,
provided, however, that both parties waive any right to seek consequential, punitive, special or indirect
damages.
t7
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 79 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
(b) Notwithstanding any other provision of this Lease or applicable Laws to the
contrary, Landlord may Terminate this Lease as a result of an Event of Default only if the following
additional conditions have been satisfied:
(i) The Event of Default results or is likely to result in a material cost or
liability to Landlord, or materially adversely affects Landlord's ability to operate Landlord's
Facilities;
(ii) Landlord has given Tenant not less than thirty (30) days' notice stating
its intention to terminate this Lease as of a date certain and identifying with reasonable specificity
the cost, liability or adverse operational impact of the Event of Default on Landlord; and
(iii) Tenant has failed to cure the Event of Default or otherwise reasonably
mitigate the effects of the Event of Default identified in Landlord's notice under clause (ii) above
within the time period set forth in such notice.
If the foregoing conditions have been satisfied then Landlord shall have the right to terminate this Lease
on not less than thirty (30) days' notice, provided that if within the period set forth in Landlord's notice
the Event of Default is substantially cured or the effects identified in Landlords notice under clause (ii)
above have been reasonably mitigated then Landlord's notice of termination shall be deemed withdrawn
and of no effect and this Lease shall continue in full force and effect.
(c) In addition to the other remedies in this Lease, the parties shall be entitled to the
restraint by injunction of the violation, or attempted or threatened violation, of any of the covenants,
conditions, terms, agreements, provisions or limitations of this Lease as though any other remedies were
not provided for in this Lease.
ARTICLE 19
Notices
Section 19.1. Notices. Any notice, request, demand, statement, authorization, approval or
consent made hereunder must be in writing and shall be hand delivered or sent by Federal Express, or
other reputable courier service, or by postage pre-paid registered or certified mail, return receipt
requested. Notice under this section will be deemed grven (i) when received at the following addresses if
hand delivered or sent by Federal Express, or other reputable courier service, and (ii) three (3) business
days after being postmarked and addressed as follows if sent by registered or certified mail, return receipt
requested:
to Landlord at:
PacifiCorp
825 Northeast Multnomah Street
Suite 2000
Portland, Oregon 97232
Attention President or Chief Executive Officer
with a copy (which shall not constitute notice) to:
PacifiCorp
825 Northeast Multnomah Street
t8
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 80 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Suite 2000
Portland, Oregon 97232
Attention: Dustin Till
to Tenant at:
Klamath River Renewal Corporation
2001 Addison Street
Suite 300, Office 317
Attention: Chief Executive Officer
with a copies (which shall not constitute notice) to:
Water and Power Law Group PC
2140 Shattuck Avenue, Ste. 801
Berkeley, CA 947 04-1229
Attention: Richard Roos-Collins
Section 19.2. Chanee of Notice Addresses. Either party may from time to time designate by
notice in writing, given in the manner specified in Section 19.1, a new or other address to which such
notice or demand must be given or made
ARTICLE 20
Ouiet Eniovment
Section 20.1. Ouiet Eniovment. Landlord covenants and agrees that, so long as no Event of
Default has occured and is continuing, Tenant shall lawfully and quietly hold, occupy and enjoy the
Premises during the term of this Lease without hindrance or molestation, subject, however, to Permitted
Encumbrances and the terms, conditions and reservations of this Lease.
ARTICLE 21
Condition of the Premises
Section 21.1. Condition of Premises. Tenant represents that the Premises, including the
existing structures and facilities, and the present uses and nonuses thereof, have been examined by Tenant
and thit Tenant shall accept the same "AS IS" on the Term Commencement Date except as provided in
Article 22. Pior to entering into this Lease Tenant has made, or caused to be made, such examinations
and reviews of the Premises, the operations thereof, the income and expenses thereof and all other matters
of every kind whatsoever relating to this transaction as Tenant has deemed to be necessary or desirable.
Section 21.2. No Representations Bv Landlord or Reliance Bv Tenant. Tenant has entered
into this Lease based solely on the results of its own examinations and reviews and has not been induced
by, and is not relying upon, any representations, warranties or statements (written or oral, express or
implied) made, or materials furnished, with respect to the Premises by Landlord or any agent, employee
oriepresentative ofLandlord, or any broker or other person purporting to be acting on Landlord's behalf
or with Landlord's knowledge, which are not expressly set forth in this Lease.
19
3,+05411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 81 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
ARTICLE 22
Hazardous Materials
Section 22.1. Tenant's Oblieations Resardine Hazardous Materials. Tenant shall not, and
shall not permit any Person to, use, handle, store, generate, manufacture, transport, discharge, or release
any Hazardous Materials in, on or under the Premises except in substantial compliance with Legal
Requirements. Tenant shall promptly notify Landlord (including oral notification in the event of an
emergency) of any event or circumstance relating to Hazardous Materials on, in, under or otherwise
affecting the Premises that fails to comply with or requires or may require remediation or any other
response under Environmental Laws or any other Legal Requirement. In addition, promptly after receipt,
Tenant shall notify Landlord, and provide copies, of all written complaints, claims, citations, demands,
inquiries, reports, or notices relating to non-compliance with Environmental Laws at the Premises or the
use, storage, handling, transportation, disposal, or release of Hazardous Materials in, on or under the
Premises by Tenant or a Person which is in violation of Legal Requirements. To the extent required by
Legal Requirements, but subject to Section 22.2below, Tenant shall, at its sole cost, promptly clean up,
remove and otherwise fully rernediate, in compliance with all Legal Requirements, any Hazardous
Materials situated in, on, under or otherwise affecting the Premises. Tenant shall maintain and provide to
Landlord copies of all documentation required under Legal Requirements relating to any Hazardous
Materials or other substances removed from the Premises and disposed of offof the Premises.
Section 22.2. Pre-Existins Conditions. Notwithstanding the foregoing provisions of this
Article 22, for all purposes under this Lease Landlord, rather than Tenant, shall rernain responsible for
any Pre-Existing Conditions and Tenant shall have no responsibility or liability in respect thereof. Upon
written notice of any Pre-Existing Condition requiring remediation or any other response Landlord shall
promptly, in consultation with Tenant, and at Landlord's sole cost, clean up, remove and otherwise fully
rernediate, in compliance with all Legal Requirements, any such Hazardous Materials situated in, on,
under or otherwise affecting the Premises. Landlord shall maintain and provide to Tenant copies of all
documentation required under Legal Requirernents relating to any Hazardous Materials or other
substances removed from the Premises. Landlord shall perform any such remediation in such manner as
will minimize any interference with or disruption of Tenant's construction, operation and maintenance of
the Hatchery Facilities
ARTICLE 23
Entrv on Premises bv Landlord
Section 23.1. Landlord's General Riqht of Entrv. Tenant shall permit Landlord and its
authorized representatives to enter the Premises at all reasonable times for the purpose of (a) inspecting
the same, and (b) making any necessary repairs thereto and performing any work therein that may be
necessary by reason of Tenant's failure to make any such repairs or commence such work within sixty
(60) days after written notice from Landlord or without notice in case of an emergency posing an
immediate threat of material loss, damage or injury to Persons or the Premises. Nothing herein shall
create or imply any duty upon Landlord to make any such repairs or do any such work, and performance
thereof by Landlord shall not constitute a waiver of Tenant's default in failing to perform the same.
Landlord will exercise its right of entry in a manner that minimizes any interference with Tenant's use,
occupancy, and operation of the Premises.
Section 23.2. Landlord's Rieht of Entrv in Connection With Landlord's Facilities.
Landlord reserves the right to enter or cross the Premises at any time and for any purpose related to
Landlord's or Landlord's agent's management of Landlord's Facilities. Landlord shall, and shall cause its
20
34054il.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 82 of '186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
agent to, exercise such right of entry in a manner that avoids any adverse effect on the Hatchery Facilities
or the construction or operation thereof.
Section 24.1.
date hereofthat:
ARTICLE 24
Representations and Warranties
Tenant's Representations. Tenant represents and wa:rants to Landlord as of the
(a) it is a validly existing California nonprofit corporation;
O) it has the legal power and authority to enter into and perform this Lease;
(c) all necessary corporate action has been taken to authorize the execution, delivery
and performance of this Lease by Tenant;
(d) this Lease constitutes a legal, valid, and binding obligation of Tenant,
enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy,
insolvency or similar laws respecting the rights of creditors or the application of general principles of
equity;
(e) the individual signing this Lease on behalf of Tenant is authorized and
empowered to execute and deliver this Lease on behalf of Tenant; and
(0 Landlord is not prohibited from entering into this Lease pursuant to the Patriot
Act.
Section 24.2.
the date hereof that:
Landlord's Representations. Landlord represents and warrants to Tenant as of
(a) it is a validly existing Oregon corporation;
(b) it has the legal power and authority to enter into and perform this Lease;
(c) all necessary corporate action has been taken to authorize the execution, delivery
and performance of this Lease by Landlord;
(d) this Lease constitutes a legal, valid, and binding obligation of Landlord,
enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy,
insolvency or similar laws respecting the rights of creditors, general principles of equity;
(e) the individual signing this Lease on behalf of Landlord is authorized and
empowered to execute and deliver this Lease on behalf of Landlord;
(0 Landlord is the sole owner in fee simple of the Premises;
(g) to Landlord's knowledge after reasonable inquiry, the Premises are not subject to
any liens, encumbrances or judgments except Permitted Encumbrances; and
Tenant is not prohibited from entering into this Lease pursuant to the Patriot Act.
2t
3405411.8 041851 CTR
(h)
Rocky Mountain Power
Exhibit No. 6 Page 83 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Section 24.3. No Other Renresentations. Landlord and Tenant agree that except as expressly
contained in this Lease, no representations, statements or warranties, express or implied, have been made
by or on behalf of Landlord or Tenant in respect of the Premises, and that neither Landlord nor Tenant has
relied on any such representations, statements or warranties.
ARTICLE 25
Broker
Section 25.1. No Broker. Each party covenants, warrants and represents to the other that it has
dealt with no broker in connection with the negotiation or execution of this Lease and each party agrees to
indemnify and hold harmless against any claims for brokerage commissions of any kind or nature which
are based in any way on any breach ofthe foregoing representation.
ARTICLE 26
Emersencies
Section 26.1. Tenant's Obligation in the Event of an Emergency. Tenant shall promptly
respond, at its sole cost and expense, in a commercially reasonable manner to conditions arising at the
Premises that pose imminent and material threats to persons or property so as to avoid or mitigate the
occulrence ofinjury to persons or damage to any property ofLandlord, provided that ifsuch conditions
arise as a result of acts or omissions of Landlord relating to Landlord's Facilities or otherwise thenTenant's sole obligations shall be to notiff Landlord of such conditions and to take commercially
reasonable measures to temporarily stabilize such conditions and Landlord shall promptly reimburse
Tenant for all costs and expenses reasonably incurred. If Tenant fails to timely respond to such
conditions then Landlord may, upon not less than five (5) days prior notice, enter upon the premises and
address the applicable conditions, in which case Tenant shall reimburse Landlord for the reasonable costs
and expenses incurred in doing so, except as provided in the preceding sentence. And Section26.2.
Section 26.2. Landlord's Obligation in the Event of an Emergency. Landlord shall promptly
respond, at its sole cost and expense, in a commercially reasonable manner to conditions for which it is
responsible under Section 26.1 and shall do so in a manner that minimizes any adverse effect on the
Premises or interference with Tenant's operations. If Landlord fails to timely respond to such conditions
then Tenant may, upon not less than five (5) days prior notice, enter upon Landlord's Facilities and
address the applicable conditions, in which case Landlord shall promptly reimburse Tenant for the
reasonable costs and expenses incurred in doing so.
ARTICLE 27
Miscellaneous Provisions
Section 27.1. Intesration of Aqreement. This Lease contains all the promises, agreements,
conditions and understandings between Landlord and Tenant relative to the grant by Landlord to Tenant
of a leasehold interest in the Premises and there are no promises, agreements, conditions, understandings,
warranties or representations, oral or written, expressed or implied, relating thereto between them otlier
than as set forth in this Lease.
Section 27.2. Waivers and Amendments Must Be In Writins. No failure by Landlord or by
Tenant to insist upon the strict performance of any term, covenant, agreement, provision, condition orlimitation of this Lease or to exercise any right or remedy hereunder, and no acceptance by Landlord of
22
3,+0s411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 84 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
full or partial Rent during the continuance of any such breach, shall constitute a waiver of any such
breach or of such terrn, covenant, agreement, provision, condition or limitation. No term, covenant,
agreement, provision, condition or limitation of this Lease to be kept, observed or performed by Landlord
oi by t"nunt, and no breach thereof, may be waived, altered or modified except by a written instrument
executed and acknowledged by and delivered to Landlord and Tenant. No waiver of any breach shall
affect or alter this Lease, but each and every tem, covenant, agreement, provision, condition and
limitation of this Lease shall continue in full force and effect with respect to any other then existing or
subsequent breach thereof.
Section 27.3. Governinq Law. This Lease and the performance thereof shall be governed,
interpreted, constnred *O ,"g"tut"a Uv California law (without grving effect to Califomia conflict of law
principles).
Section 27.4. Disnute Resolution. In the event of any dispute arising under this Lease, the
parties shall first uue*pt to r"solrr" th" ,natter through direct negotiation between the representatives of
ihe parties. If the representatives are unable to resolve the issue within ten (10) days after presentation of
the iispute, then thi parties hereby agree to binding arbitration. Such arbitration shall be in accordance
with the rules and procedures of the American Arbitration Association (AAA). Notwithstanding any AAA
rules and procedures or any other provisions or any state or federal laws, the parties agree that the
arbitrators shall not considei o, u*uid punitive, consequential, special or indirect damages as a ranedy.
Either party may request that AJAA provide the parties a list of arbitrators each of whom have experience
and expertise with iespect to construction or fish hatchery operationso as applicable. Upon each of the
party's receipt of such list, each party shall have ten (10) days to select an arbitrator. The two selected
arbiirators sliall then select a similarly qualified third arbitrator within thirty (30) days from the date the
initial taro arbitrators were selected and the matter subject to arbitration shall be arbitrated within sixty
(60) days after the selection of the third arbitrator
Section 27.5. Captions For Convenience Onlv. The captions of this Lease are for
convenience of ."fe.err"e orrly arrd in no way define, limit or describe the scope or intent of this Lease or
in any way affect this Lease.
Section 27.6. Table of Contents For Convenience Onlv. The Table of Contents is for the
purpose ofconvenience ofrefererrc" onty and is not to be deemed or construed in any way as a part ofthe
Lease or supplemental thereto or amendatory thereof.
Section 27.7. Nesotiated Document. The provisions of this Lease were fully negotiated by
Tenant and Landlord, "ulh of *ho- ** represented by competent counsel, and this Lease shall not be
construed for or against Landlord or Tenant, but shall be interpreted in accordance with the general tenor
ofthe language in an effort to reach the intended result.
Section 27.8. Severabilitv of Provisions. Each of the provisions of this Lease shall be
enforceable irdep"rderrtly ofu-y other provision of this Lease and independent of any other claim or
cause of actior. If arry term or provision of this Lease, or portion thereof, or the application thereof to any
person or circumstance shall toany extent be invalid or unenforceable, the remainder of this Lease, or the
application of such term or provision to persons or circumstances other than those as to which it is invalid
or unenforceable, shall not-be affected thereby and each term and provision ofthis Lease shall be valid
and be enforceable to the fullest extent permitted by law.
Section 27.9. Successors and Assisns: Assumption of Oblisations. The covenants,
conditions and agreemert. "f thir L""* shall bind and inure to the benefit of Landlord and Tenant and
their respective permitted successors and assigtts, each of whom shall be deemed to have assumed this
23
3405411.8 041851 crR
Rocky Mountain Power
Exhibit No. 6 Page 85 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
Lease and Landlord's or Tenant's respective obligations hereunder, as the case may be, without any
further act or the delivery of any further instruments by Landlord or Tenant, as applicable. Without
impairing the self-operative nature ofthe foregoing, any such successor or assign shall, ifrequested by the
other party, promptly execute and deliver to the requesting party a written instrument in recordable form
confirming its assumption of this Lease and of the terms, conditions and obligations hereunder.
Section 27.10. Force Maieure. In the event either parry is prevented from timely performing
any of its obligations under this Lease by reason of extreme weather, acts of God, terrorism, acts of war,
civil unrest, labor strikes, national or regional shortages, any event as to which a state of emergency has
been declared by a Governmental Authority, changes in Legal Requirements or any other occurrence or
circumstance beyond such party's reasonable control, then such party shall be excused from performance
provided that such party (i) timely notifies the other party of the circumstance or occrurence preventing
such party's performance and (ii) endeavors diligently and in good faith to eliminate or mitigate the effect
of such occrurence or circumstance. ln no event will force majeure operate to excuse Tenant from prompt
payment of Rent or any other payment required by the terms of this Lease.
Section 27.L1. References to Days. Provisions in this Lease relating to number of days shall be
calendar days.
Section 27.12. No Partnership or Joint Venture. Notwithstanding any other provision of this
Lease, Landlord is not for any purpose a partner or joint venturer of Tenant in the construction of any
Improvements or the operation of the Prernises. Landlord shall not under any circumstances be
responsible or obligated for any losses or liabilities of Tenant.
Section 27.13. Counterparts: PDFs. This Lease may be executed in two or more counterparts,
each of which will be deemed an original, but all of which taken together will constitute one and the same
instrument. An executed counterpart signature page delivered in Portable Document Format (PDF) or by
telecopier shall be as effective as an original sigrrature page.
[SIGNATURES APPEAR ON THE FOLLOWING PAGE]
24
3405411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 86 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
IN TESTIMONY WHEREOF, the parties have hereunto caused their respective duly
authorized representatives to execute and deliver this Lease as of the day and year first hereinabove
written.
PACIFICORP,
Landlord
Name:
Title:
KLAMATH RIVER RENEWAL CORPORATION,
Tenant
By:
Name:
Title:
3,t05411.8 041851 CTR
Rocky Mountain Pouar
Exhiblt No.6 Page 87 of 186
Case No. PAC-E-2i-O1
lMtness: Timothy J. Hemstreet
EXHIBITA
(Description of Premises)
[See Attached Map]
3,()5411.8 041851 CTR
Rocky Mountain Power
Exhibit No. 6 Page 88 of 186
Case No. PAC-E-21-01
\Mnesg: Timothy J. Hemstreet
2730225.2038678 TACT
3,S05411.8 041851 CTR
Fall Creek Hatchery
f]] uease erea (Approx.)
fl e""iric*e Property
Tax lol
y' ,rucrsskHatchery
PJrla o0 b.h '- tr,Dpsr.rr!^d rrrr,r,bbt'r,,,o,n( (6rff+$dlaiq$!,. Mtr&, BrFE,di,EFd lnl!.nrnNtm rorbrd Dltr! nryIt.a(rn eultffi mr$n9hat.r bblat l. frFrsd rnrry Frdrnnido li. F,ol rryDkiftls
0 ;0 too 200
\PAcrFrCoRP
uur,nsllr, MBl. n{bri
5Wt'E!
^i:ta\i1 r)\ttj r'Fr"ni!rr,il.,,rr'-,n,t,{\'r".Fvir?J\rl,rtrx,t;firnn.nrrnri
E-
Rodq Mountain Power
Exhibit No. 6 Page 89 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EXHIBIT B
(Permitted Encumbrances)
[fWill be based on title report to be provided by PacifiCorp; will generally include such rnatters as do not
itnpose any liability, restriction or expense on KRRC or any successor as lessee or on the development
and operation of a/ish hatchery as contemplated by the Definite Planll
3,105411.8 041851 cTR
Rocky Mountain Porrcr
Exhibit No. 6 Page 90 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
E)(HIBIT C
Landlord's Facilities
[See Attached Map]
3,{05411.8 04185r CTR
Rocky Mountain Power
Exhibit No. 6 Page 91 of 186
Case No. PAC-E-2l-01
\Mtness: Timothy J. Hemstreet
Fall Creek Hatchery
EI] uas"nrea (Approx.)
-
Transmission Lin€ \EAIIFICORP
fl e""iriC-O Property
-
Distribution Lins fr[:$:lii,,,j.&, "_,.,. ;i$ffi
y' ,rucreekHatchory
Tax lot Secondary Line
0 ;0 :00 200
-
ieet
pr,a,,r! kthn".1n -nrrril^{, r.'r.nt}^6ft, d-.-.6.y 60Ohla.i\ or l,F$ld . dehr Dtn06.*tn reF4 ro lho hbrhatDr (.rhd rn rnF Mhrardr liClhn. io..W!tl&d hbli k' eFu o,.dilV F{lB[tom lhrraad.q mlro.trs
1j 1 t: t t \,,t lt : irJrnt. ilr,'t,,,4' rrnr{ t.v riftr' t.rjl l j r,!L rr r I ( bLl
3405411.8 041851 CTR
Rodq Mountaln Po\ ter
Exhibit No.6 Page 92 of 186
Case No. PAC-E-21-01
Wtness: fimothy J. Hemslre€t
E)CIIBIT D
Hatchery Facilities Design
[See Attached]
3,+05411.8041851 CTR
FU
@
-+o
oq
*ott
f,
itt!
E
:
I
I
;
I!
tI
I
EI
I
Ii
t
3t
I
aI
I
tt
II TI
?It
I!t
aII
I
T,
II
I
I I
I
I:lr
Et
!
t:
I
7
E
r$hIltTttt
E!
Ei
i7I
E!
t,it
!rilrilt
ffi
I!t
3lr
!iT
irII
li!!laIt
Ei
I
I
gI
EIIIIItiItu I! il iift Ilfi ft iil!il ii'
illE
iEIE
ffi Eir
iiiEEl
roc,o(9
IEs2le
EE
*EB.
"iEt
E3E
=lGl;
E3EIIIII
iiiII
sEEg
E BH:
=;€€E: fiEExo u
=6ng
Rocky Mountain Power
Exhibit No. 6 Page 94 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EXHIBIT E
Hatchery Decommissioning Requirements
a Secure the property
o Ensure chain link fencing is in an appropriate condition to deter trespassing.
o Cease water diversions and secure access to associated water control structures.
o Remove non-permanent equipment such as fiberglass troughs, egg trays, screens,
etc.
o Disconnect electricity to potentially dangerous equipment (e.g. anesthetize tank).
Remove human health and safety and environmental hazards from the property
o Remove all flammable materials and the associated equipment that uses them
(e.g. propane tanks, generators (including non-portable ones).
o Remove all fish health chemicals (e.g. hydrogen peroxide, etc.)
o Remove all fish food from the property and other items that could lead to water
quahty or environmental issues.
o Clean and dispose of settling basin materials (e.g. solid waste).
o Clean all raceways and other areas of the property of that could lead to water
quality issues.
Remove attractive nuisances
o Remove items that are visible from public spaces (e.9. road) that could lead to
increase trespass/vandalism issues (e.g. scrap metal).
o
a
3,+05411.8 041851 CTR
EXHIBIT E
DESCRIPTION OF FALL CREEK LAND
[See Attached Map]
Rocky Mountain Power
Exhibit No. 6 Page 95 of '186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 96 of 186
Case No. PAC-E-21-OI
Wtness: Timothy J. Hemstreet
r1!ttttttt r\; !)t I r[ dFnx&!rrni.q r, ]n{'rtrvrrrr urI il !! iti r'r rLid"" r*i
Fall Orek Hatchery
! uasenr.a (Approx')
flPacifiGorp Property
Tax lot
/ ,^rcreekHatctrery
-FhclFrCoRP\ -$mrmH.*Dr{.tun @@rma;,1n Mm. m.Dr' drdaffinrtl
tuar'dF 6ah ti/ rr0?\-rJd' nr r{rrnlF(} in il'}rlm, r, o'nohq-$ u ltn6r[{ . Filr&r pr}+r
*ri ilrd r.Ih lnn,ilffi.tm'd 'nlhn n+8,.1,;. rhrllllm tur,r{ie'H'!d hb,rY lu.nr
Fmoi itrfr F.{lhrM rn.6.drdriMqntu
o 50 i00 200
--..-*...-r"",A
2964599.20 041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 97 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
EXHIBIT F'
FORM OT POST-CLOSING ENVIRONMENTAL RESOLUTION AGREEMENT
29&599.20041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 98 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
DRAFT II7I2I
EXHIBIT F
POST.CLOSING ENVIRONMENTAL RESOLUTION AGREEMENT
This Post-Closing Environmental Resolution Agreement (this "Agreemenf') is entered
into as of the _ day of _,2022 (the "Effective Date") between and among PACIFICORP,
an Oregon corporation ("PacifiCorp"), KLAMATH RIVER RENEWAL CORPORATION, a
California nonprofit corporation ("KRRC"), the STATE OF CALIFORNIA ("California"), and
the STATE OF OREGON ("Oregon"; Oregon and Califomia being referred to individually as a
"State" and collectively as the "States").
RECITALS
A. PacifiCorp, KRRC and the States are parties to the Klamath Hydroelectric
Settlement Agreement, dated February 18, 2010, as amended on April 6,20t6, and as it may have
been thereafter or may hereafter be amended (the "KIISA") and to a certain Memorandum of
Agreement, dated November 17, 2020 (the "MOA");
B. PacifiCorp and KRRC are parties to a certain Property Transfer Agreement, dated
(the "PTA");
C. This Agreement is entered into pursuant Section 3.5(c) of the PTA in connection
with and as a condition of the Closing in order to provide for the Retained Environmental
Obligations (as such terms are defined in the PTA);
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereby covenant and agree as follows:
SECTION 1. DEFINITIONS; CONSTRUCTION
Section 1.1. Definitions . Capitalized terms used but not defined in this Agreement shall
have the respective meanings ascribed to such terms in the PTA.
Section 1.2. Construction. Unless the context clearly indicates to the contrary, the
following rules apply to the construction of this Agteement:
(a) Words importing the singular number include the plural number and vice
versa.
(b) All references to particular articles or sections without reference to a
specific document are references to articles or sections of this Agreement.
(c) The terms "hereby", 'ohereof', o'hereto", o'herein", "hereunder" and any
similar terms, as used in this Agreement, refer to this Agreement in its entirety and not the
particular article or section of this Agreement in which they appear. The term "hereafter" means
after, and the term "heretofore" means before, the date of this Agreement.
-1-
3540236.3041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 99 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
(d) The word "including" and words of similar import mean "including but notlimited to."
(e) All references in this Agreement to any other document, agreement orinstrument mean such document, agreement or instrument as it may be amended, modified,
supplemented or restated.
(0 All exhibits, attachments and appendices to this Agreement, including anyamendments and supplements thereto, are hereby incorporated into and made a part oi this
Agreement.
SECTION 2. RESOLUTION OF RETHNED ENVIRONMENTAL OBLIGATIONS
Section 2.1. E{istence of Retained Environmental Oblisations. The parties
acknowledge and agree that attached as Exhibit a is facinCorpt repo.t punsrant to Section3.5(b)
of the PTA setting forth the parties' understanding of the Retained Enviionmental Obligations.
section 2.2. Resolution of Retained Environmental oblisations.
(a) PacifiCorp shall cause all Retained Environmental Conditions to beresolved, at its sole cost and expense, to the reasonable satisfaction of KRRC in consultation with
the respective States. Such reasonable satisfaction shall be documented in a mutually agreeableform acceptable to the States.
(b) ln discharging its obligations under this Section 2.2 and prior to
commencing ariry activity to implement its proposed resolution of a condition, pacifiCorp shallprovide to KRRC and the States, as to each Retained Environmental Condition, a writterrreportcontaining a reasonably detailed description of:
(i) its efforts to assess the scope of the condition,
(ii) the results of such efforts,
(iii) its proposed approach to resolving the condition,
(iv) the legal and regulatoryrequirements applicable to the condition and
the compliance of the proposed approach with such requirements,
including any regulatory approvals required to be obtain;d,
(v) any obligations or limitations relating to such approach that wouldsurvive the proposed resolution, including monitoring or
institutional contols, and any effect they would have on the disign
or implementation of the Definite plan and on the prospective usis
of the Real Property following Facilities Removal as anticipated by
the KHSA, and
-2-
3540236.30418s1 orH
(vi) Pacificorp,s proposed schedule for performing any work, making
any t"q,rir"d rigulatory filings, and receiving any required
regulatory aPProvals.
pacifiCorp shall update such reports from time to time so that they remain accurate, shall promptly
notiff f{nC and the States of *y Retained Environmental Conditions arising subsequent to the
effective date of Exhibit A, and shall generally keep the States and KRRC apprised of its progress'
KRRC and the States shail have tfre right to observe and inspect any remediation work and to
review any lab results. In the event KRRC or the States reasonably requests any additional
information from time to time or notifies PacifiCorp of any objections or concerns regarding any
report, including its completeness or the proposed resolution of a condition, PacifiCorp shall
udd."r. such request, objection or concem to the reasonable satisfaction of KRRC and the States
No Retained Environmintal Conditions shall be resolved in a way that would (i) impose any
subsequent obligation or limitation on KRRC or that would materially adversely affect the design
or implementation of the Definite Plan without the prior written consent of KRRC, or (ii) impose
any subsequent obligation or limitation upon the States or the prospective uses of the Real Property
foilowing ^Facilities-Removal as anticipated by the KHSA without the prior written consent of the
States.
(c) pacifiCorp acknowledges that KRRC is obligated to transfer the property
affected by the Retained Environmental Oltgations to the States following completion of
Facilities Removal and agrees to cause all Retained Environmental Obligations to be resolved in
accordance with this AgrJement prior to the date upon which such transfer is to occur. In the event
the foregoing transfer o""*r prior to the completion of its obligations under this Agreement,
pacifiCJrp's=obligations shall not be affected a-nd shall continue until all such obligations have
been performed.
Section 2.3. Cooperation and Coordination. Theparties acknowledgethatKRRC will
commenceFacilitiesRandthatPacifiCorp,sperformanceofits
obligations under this Agreement must be coordinated with KRRC's performance of its obligations
under the KHSA relatin! to Facilities Removal, including restoration and mitigation activities and
any other requirement. of tn" Definite Plan and any Removal Permits, without causing KRRC to
incur materiul d"luyr or additional expenses. The parties shall timely communicate and cooperate
in order to facilitate such coordination.
SECTION 3. IVIISCELLAI\EOUS
Section 3.1. Representations and Warranties As To Authofitv. Each party represents
asandwarrantstott,.iltnut1u;iti'ua.lyformedandvalid1yexistingentity,(b)itis
authorized to conduct business in the locations it operates for purposes of this Agreement, (c) it
has the requisite entity power and authority to enter into this Agreement and pe{orm its obligations
hereunder, (d) it is iuly authorized to enter into this Agreement and perform its obligations
hereunder, (e) executioq delivery and performance of its obligations under this Agreement does
not conffavene any law, regulation or agreement by which it or its property is bound, nor require
the consent of any othei p.iror, entity oi gor"rn rrental authority, (fl the individual executing this
Agreement on its behali is authorizid to do so and to thereby bind such pafiy, and (g) upon
execution and delivery of this Agreement it constitutes the legal, valid and binding obligation of
-3-
Rocky Mountain Power
Exhibit No. 6 Page 100 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
3540236.3041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 101 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
such party, enforceable against it in accordance with its terms, except as such enforceability may
be limited by banlouptcy, insolvency, creditors' rights generally or other equitable principles.
Section 3.2. Notices.
(a) Any notice, request, demand, statement, authorization, approval or consent
made hereunder must be in writing and shall be hand delivered or sent by Federal Express, or other
reputable courier service, or by postage pre-paid registered or certified mail, return receipt
requested to all parties. Notice under this section will be deemed given (i) when received at the
following addresses ifhand delivered or sent by Federal Express, or other reputable courier service,
and (ii) three (3) business days after being postmarked and addressed as follows if sent by
registered or certified mail, retum receipt requested:
to PacifiCorp at:
PacifiCorp
825 Northeast Multromah Street
suite 2000
Portland, Oregon 97232
Attention President or Chief Executive Officer
with a copy (which shall not constitute notice) to:
PacifiCorp
825 Northeast Multnomah Street
suite 2000
Portland, Oregon 97232
Attention: Dustin Till
to KRRC at:
Klamath River Renewal Corporation
2001 Addison Street
Suite 300, Office 317
Attention: Chief Executive Officer
with a copies (which shall not constitute notice) to:
Water and Power Law Group PC
2140 Shattuck Avenue, Ste. 801
Berkeley, C A 947 04-1229
Attention: Richard Roos-Collins
to the State of California at:
-4-
3540236.30418s1 OTH
Rocky Mountain Power
Exhibit No. 6 Page 102 of 1 86
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
with a copy (which shall not constitute notice) to
to the State of Oregon at:
with a copy (which shall not constitute notice) to:
(b) Any party may from time to time designate by notice in writing, given in
the manner specified in Section 3.2(a), a new or other address to which such notice or demand
must be given or made.
Section 3.3. Common Interest Defense Agreement. The parties acknowledge and
agree that to the extent that this Agreement or any information shared pursuant to this Agreement
is confidential or privileged it is the intent of the parties that such information is protected from
disclosure by any confidentiality and coflrmon interest defense agreements that the parties have
entered into in connection with the KHSA.
Section 3.4. Intesration of Aereement. This Agreement contains all the promises,
agreements, conditions and understandings between the parties relative to the matters provided for
herein and, except as provided in the KHSA, MOA, PTA or any other agreement expressly
referenced in this Agreement there are no promises, agreements, conditions, understandings,
waranties or representations, oral or written, expressed or implied, relating thereto between them
relating to the Transactions other than as set forth in this Agreement.
Section 3.5. Waivers and Amendments Must Be In Writins. No failure by any party
to insist upon the strict performance of any term, covenant, agreement, provision, condition or
limitation of this Agreement or to exercise any right or remedy hereunder, and no acceptance by
any party of full or partial performance by another party during the continuance of any such breach,
will constitute a waiver of any such breach or of such term, covenant, agreement, provision,
condition or limitation. No term, covenant, agreement, provision, condition or limitation of this
Agreement to be kept, observed or performed by any party, and no breach thereof, may be waived,
altered or modified except by a written instrument executed and acknowledged by and delivered
to each party. No waiver of any breach will affect or alter this Agreement, but each and every
term, covenant, agreement, provision, condition and limitation of this Agreement will continue in
full force and effect with respect to any other then existing or subsequent breach thereof.
5
1s40236.3041851 OTH
Section 3.6. N.eeotiatqd Document. The provisions of this Agreement were fullynegotiated by the parties, each of whom was represented by competeit counsel, and thisAgreement will not be construed for or against any party, but will be
^interpreted
in accordancewith the general tenor of the language in an effort to reach the intended resuli.
Section 3.7._ Seve.rabilitv of Provisions. If any term or provision of this Agreement, orportion thereof, or the application thereof to any person or circumitance is, to any extent, invalidor unenforceable, the remainder of this Agreement, or the application of such term or provision topersons or circumstances other than those as to which it is invalid or unenforceable, will not beaffected thereby and each term and provision of this Agreement will remain valid and enforceableto the fullest extent permitted by law.
Section 3.8. . The covenants,conditions and agreements of this Agreement, will birrd and in re to the benefit of the parties andtheir respective permitted successors and assigns, each of whom will be deemed to have assumedthis Agreement and the applicable party's respective obligations hereunder, as the case may be,without any further act or the delivery of any further instruments by any party. Without impairing
the self-operative nature of the foregoing, any such successor or assign wiil, iirequested by anothei
PtrtY, promptly execute and deliver to the requesting party awritten instrument in recordable formconfirming its assumption of this Agreement and of the terms, conditions and obligationshereunder.
Section 3.9. Governins Law. This Agreement and the performance thereof shall begoverned, interpreted, construed and regulated by California law (without giving effect toCalifornia conflict of law principles), except that matters inherently relaiing to priperty located inoregon, such as determination of whether an instrument is in rlcordabli ffu; as opposed tomatters of general contractual interpretation, shall be governed by oregon law.
Section 3.10. W?iYer of Jurv Trial: Arbitration in California. To the fullest extentpermittedbylaweachofthepartieswaivesany.igh@lbyjuryinrespectof
litigation directly or indirectly arising out of, under, or in connection with tfris ig"ement. Eachparty further waives any right to consolidate, or to request consolidation of any aition in which ajury trial has been waived with any other action in which a jury trial cannot Le or has not beenwaived. To the extent that a dispute arises in California, or is to be heard in a California court ofgeneral jurisdiction, and the foregoing jury waiver is not enforceable then the dispute shall besettled by arbitration administered by the American Arbitration Association in accordance with itsCommercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may beentered in any court having jurisdiction thereof.
Section 3.11. fnfA parfi nenenciarU. The representations, warranties, covenants andagreements contained in this Agreement are for the sole benefit of the parties hereto and shall notbe construed as conferring any rights on any other persons.
Section 3.12. Counterparts; PDFs. This Agreement may be executed in two or morecounterparts, each of which will be deemed an original, but all of which taken together willconstitute one and the same instrument. An executed counterpart signafure page delivered in
Rocky Mountain Power
Exhibit No. 6 Page 103 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
3540236.3041851 OTH
-6-
Rocky Mountain Power
Exhibit No. 6 Page 1O4 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
portable Document Format (pDF) or by telecopier shall be as effective as an original signature
page
ISIGNATI.JRES APPEAR ON THE FOLLOWING PAGE]
-7
3540236.3041851 orH
Rocky Mounlain Power
Exhibit No. 6 Page 105 of 186
Case No. PAC-E-21-01
\A/itness: Timothy J. Hemstreet
IN WITNESS WHEREOF, the parties have hereunto caused their respective duly
authorized representatives to execute and deliver this Agreement as of the Effective Date.
PACIFICORP
By:
Name:
Title:
KLAMATH RIYER RENEWAL
CORPORATION
By:
Name:
Title:
STATE OF OREGON
By:
Name:
Title:
STATE OF CALIFORNIA
Name:
Title:
3540236.3041851 OTH
Rocky Mountain Pouar
Exhibit No.6 Page 106 of 186
Case No. PAC-E-21-0'|
Wtn$s: Timothy J. Hemstreet
EXHIBIT A
RETAII\IED E T{VIRONMENTAL OBLIGATIONS
-2-
3540236.3041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 107 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
EXHIBIT G
FORM OF ASSIGNMENT AND ASSI]MPTION AGREEMENT
29&599.20041851 OTr{
Rocky Mountain Power
Exhibit No. 6 Page 108 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
ASSIGNMENT AND ASST]MPTION AGREEMENT
Between and Among
PACIFICORP, as Assignor
and
KLAMATII RIVER RENEWAL CORPORATION,
as Assignee
Dated as of
-
29f/59920041851 orH
Rocky Mountain Power
Exhibit No.6 Page 109 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
ASSIGNMENT AND ASSUMPTION AGREEMENT
THIS ASSIGNMENT AI\D ASSUMPTION AGREEMENT (thiS
"Agreement")dated as of between PACIFICORP, an Oregon corporation
("Assignor") and KLAMATH RIYER RENEWAL CORPORATION, a California nonprofit
corporation ( "Assignee").
BACKGROUND
A. Assignor and Assignee have entered into a certain Property Transfer
Agreement dated as of (the "PTA") providing for the transfer by Assignor to
Assignee of certain personal property, all as more particularly provided for therein;
B. Among the property to be transferred pursuant to the PTA are certain
leases and other agreements to which Assignor is a party, each of which is more particularly
described in Schedule A annexed hereto and made a part hereof (the "Assigned Agreements,
Contracts and Appurtenances");
C. The parties are this day closing the transactions contemplated under the
PTA; and
D. Capitalized terms used but not defined in this Agreement (including the
Schedule hereto) shall have the respective meanings ascribed to such terms in the PTA;
NOW THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged,
Assignors, each as to itself, and Assignee hereby covenant and agree as follows:
l. Assignment. Assignor hereby grants, assigns, conveys, transfers and sets
over to Assignee, its successors, heirs and assigns, all of Assignors' respective rights, title and
interests with respect to the Assigned Agreements, Contracts and Appurtenances.
2. Acceptance and Assumption. Assignee hereby accepts the foregoing
grant, assignment, conveyance and transfer of Assignors' interests in the Assigned Agreements,
Contracts and Appurtenances, and hereby assumes and agrees to pay, perform, observe,
discharge and otherwise be bound by all of the respective duties and obligations of Assignors
under the Assigned Agreements, Contracts and Appurtenances arising on or after the date hereof.
3. PacifiCorp Easements. Where PacifiCorp's utilization of any PacifiCorp
Easement as contemplated by the terms thereof so requires, any assignment hereunder shall be
subject to the PacifiCorp's retention and use of the applicable PacifiCorp Easement.
4. Water Rishts. The assignment herein of Assignor's water rights is
subject to Section 7.6.5 of the KHSA, the requirements of which shall survive this assignment.
5. Subiect to PTA. This Agreement is being delivered pursuant to, and is
subject in all respects to, the terms and conditions of the PTA. This Agreement, and such
provisions of the PTA as survive the Closing thereunder, embody and constitute the entire
1
2964s99.20 041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 1 10 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
understanding between the parties with respect to the tansactions contemplated hereby, and all
prior or other agreements, understandings, representations and statements, oral or written, are
merged into this Agreement.
4. Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and which together shall constitute one
and the same instrument.
[Signatures appear on the following page.J
2
299599.20041851 OTH
Rocky Mountain Power
Exhibit No.6 Page 111 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
IN WITNESS WHEREOF, the parties have duly executed this Agreement on the date
first written.
PACIFICORP, Assignor
By:
Name:
Title:
KLAMATII RIYER RENEWAL
CORPORATION, Assignee
By:
Name
Title:
3
2%4599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page '112 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
SCIIEDULE A
Assigned Agreements, Contracts and Appurtenances
1. Use and Possession Agreements
All leases, licenses and other occupancy agreements relating to any land owned by any person
other than Assignor but leased to or otherwise occupied or used by Assignor in connection with
the ownership or operation of the Facilities, including submerged lands and portions of the J.C.
Boyle hydroelectric facility, including but not limited to:
(a) State of Oregon Department of State Lands Lease for J.C. Boyle Dam (44581-
HY) betweenthe State of Oregon and PacifiCorp, dated Jwe23,20ll
(b) Rights to use lands of the United States of America in connection with the
Facilities pursuant to FERC License for Project 14803.
2. Appurtenances
All easements, rights of way, licenses, privileges, strips, gores, rights and interests of any kind
(including water, timber and mineral rights) appurtenant to or otherwise relating to the Real
Property, including but not limited to:
(a) Access and Easement agreement dated February 13,2017 by County of Siskyou
to PacifiCorp, recorded in the records of Siskiyou County under Recorder's Series
No.2017-001728
(b) Right of access to Copco 1 parcel reserved under deed from The Califomia
Oregon Power Company to Frank Lathrop, dated August23,1954, recorded in
the records of Siskiyou County on Septernber 8, 1954 at Vol. 336, Page 848
(c) Easement for Ingress and Egress to The California Oregon Power Company,
recorded in the land records of Klamath County, Oregon, on July 18, 1956, in
Book 286, Page 550.
(d) Right of access over lands of the United States of America in connection with the
Facilities pursuant to FERC License for Project 14803.
3. Service Contracts
(a) llTo be completed at time of property transferll
4. Licenses and Permits
All material certificates, licenses, permits, authorizations and approvals, that Assignor maintains
as of the date hereof in connection with the ownership or operation of the Real Property,
including but not limited to:
2964599.20041851 orH
Rocky Mountain Pourer
Exhibit No. 6 Page 113 of 186
Case No. PAC-E-21-01
lMtnessl Timothy J. Hemstreet
(a)
o)
llSee Schedule 7.2(d) Part B and Schedule 7.2(e)ll
2%45W.20041851 OTI{
Rocky Mountain Power
Exhibit No. 6 Page 114 of 186
Case No. PAGE-21-01
Wtness: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
Rocky Mountain Power
Exhibit No. 6 Page 115 of '186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
EXHIBIT H-l
FORM OF PACIFICORP RESERVATION OF EASEMENTS
296/599.20041851 OTI{
Rocky Mountain Power
Exhibit No. 6 Page 1 16 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
DRAFT II7I2T
lTo be Attached to Parcel B Deedsf
RESERVATION OF EASEMENTS
PacifiCorp, an Oregon corporation, as "Grantor" hereby reserves, for itself and for its successors
and assigns, the following perpetual easements (collectively, the "Easements") in gross over and
upon the respective portions of the Property described below (collectively, the 'oEasement Areas").
'oGrantee" means the Klamath River Renewal Corporation, a California nonprofit corporation, and
its successors and assigns. "Property" means the property conveyed by this deed.
A. TRANSMISSION FACILITIES EASEMENT
Grantor reserves a non-exclusive easement (the "Transmission Facilities Easement") over and
upon the Transmission Facilities Easement Area, as defined below.
1. Pumose.
The Transmission Facilities Easement is for the purpose of accessing, maintaining, operating,
repairing, replacing, enlarging, reconstructing or removing Grantor's Retained Transmission
Facilities. "Retained Transmission Facilities" means the electrical transmission facilities retained
by Grantor in connection with Grantor's conveyance of the Property to Grantee, and includes, but
is not limited to, transmission, distribution, service and other lines conducting electricity as well
as related facilities (including but not limited to towers, poles, pads, guys, anchors, props, supports,
transformers, switches, vaults, substations, communications facilities, fiber optic or other
communications equipment, and any other improvements and facilities associated with or
connected to or that aid in the management or function of such improvements and related
facilities), and any replacement, enlargement, or reconstruction of the foregoing from time to time.
The Transmission Facilities Easement includes the Grantor's right to keep the Transmission
Facilities Easement Area (as defined below) clear of all brush, trees, timber, structures, buildings
and other hazards which might, in Grantor's judgment, endanger the Retained Transmission
Facilities or impede Grantors activities within the Transmission Facilities Easement Area. Grantor
shall, at its sole cost and expense, maintain the Transmission Facilities Easement Area and the
Retained Transmission Facilities in an orderly and safe condition and comply with all laws,
including all regulatory, environmental, and safety requirements, applicable to Grantor and its
activities under the Transmission Facilities Easement including the use and management of the
Retained Transmission Facilities and the Transmission Facilities Easement Area.
2. Transmission Facilities Easement Area.
The "Transmission Facilities Easement Area" is the physical location of the Retained
Transmission Facilities as they exist on the date this deed is recorded, along with an additional
area of one hundred (100) feet, measured on the surface of the Property from each side of the
Retained Transmission Facilities. For illustrative purposes but not as a legal constraint on the
establishment of the Transmission Facilities Easement Area boundaries, Easement Exhibit A
reflects the approximate location of the Retained Transmission Facilities. Neither the installation
of any new Retained Transmission Facilities, nor the repaiq replacement, enlargement, or
-l-
3539441.6041851 oTH
Rocky Mountain Power
Exhibit No.6 Page 117 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
reconstruction of, nor any other change to, any Retained Transmission Facilities existing on the
date this deed is recorded shall increase the size or otherwise modify the boundaries of the
Transmission Facilities Easement Area. Notwithstanding the foregoing, (a) the one hundred foot
buffer area is modified to the extent shown on Easement Exhibit B, and (b) the Transmission
Facilities Easement Area shall not include any underground facilities unless sufficiently marked
to be reasonably ascertainable by visual surface inspection.
IINOTE : Exhibit A will be the final map attached as Schedule 3 . I (b) (iil to the Agreement. Exhibit
B will be provided by PacifiCorp prior to Closingfollowing KRRC and Statefeedback regarding
Copco l, Copco 2 and any other areas callingfor Definite Plan work in close proximity to ongoing
power operations or wherefor any other reason a l)?foot buffer is notfeasible. KRRC to provide
relevantfeedbackfollowing receipt and review offinal Exhibit Afrom PacifiCorp]l
3. Grantee Rishts.
Grantee, its successors and its assigns, shall have the right to access and use the Transmission
Facilities Easement Area or to grant other easements or licenses at the same location so long as
such uses do not unreasonably interfere with Grantor's rights under this Transmission Facilities
Easement. Prior to granting any use within the Transmission Facilities Easement Area, other than
for public recreation, land management, and scientific uses, or for legally required joint use
pursuant to Section A.4 below, the Grantee shall first seek the permission of Grantor and Grantor
shall not unreasonably deny such permission.
4. Joint Use/Pole Attachments.
The Transmission Facilities Easement includes a reservation of the right to continue to permit
third-party use of space on Grantor's Retained Transmission Facilities for communications
equipment or fiber optic capacity or power utility purposes (Pole Attachment) that is in place on
Grantor-owned poles at the time this deed is recorded and in response to any later application under
Ca. Pub Util. Code $ 9511 or ORS 755.270-290 and OAR 860-028-0020 through 860-028-0310
or similar law or regulation where Grantor is legally obligated to accommodate attachments to its
facilities ("Pole Attachment Laws"). With regard to any new Pole Attachment permit or license
granted by Grantor to third-parties, intended to be effective after the date of recording of this deed,
Grantor shall condition such permit or license upon the applicant obtaining the prior express
written permission of the Grantee. With regard to those Pole Attachment permits or licenses
existing at the time of this grant the Grantor shall provide written notice to parties holding such
permits or licenses that new access permissions are required from Grantee. Grantor's rights under
this Section 4 are limited to its reserved Easement interest and nothing in this Easement authorizes
Grantor to encumber Grantee's interest or to impose on Grantee any obligation or liability to any
third party.
5. Restrictive Covenant.
At no time shall Grantee, its successors or assigns place, use or permit in the Transmission
Facilities Easement Area any structure, equipment, or material of any kind that exceeds twelve
(12) feet in height, nor shall it light any fires, nor place nor store any flammable materials in the
Transmission Facilities Easement Area.
-2-
3539,{41.6 041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 118 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
B. EXCLUSryE SUBSTATION EASEMENT
Grantor reserves an exclusive easement (the "substation Easemenf') over and upon the Substation
Easement Areas, as defined below.
1. Purpose.
The Substation Easement is for the purpose of accessing, maintaining, operating, repairing,
replacing, enlarging, reconstructing or removing Grantor's Retained Substation Facilities.
"Retained Substation Facilities" means the 230KV substation and the I l5KV substation retained
by Grantor from its conveyance of the Property to Grantee and located near Copco 2 in the
respective Substation Easement Areas as defined below on the date this deed is recorded, and
include, but are not limited to, transformers, conductors, switches, circuit breakers, underground
grounding grrds, lightning a:resters, switches, busses, capacitors, contol buildings,
communications facilities and any other improvements and facilities associated with, connected to
or that aid in the management or function of an electrical tansmission or distribution substation,
and any replacement, enlargement, or reconstruction of the foregoing from time to time. Grantor
shall, at its sole cost and expense, maintain the Substation Easement Areas and the Retained
Substation Facilities in an orderly and safe condition and comply with all laws, including all
regulatory environmental, and safety requirements, applicable to Grantor and its activities under
the Substation Easement including the use and management of the Retained Substation Facilities
and the Substation Easement Areas.
2. Substation Easement Areas.
The Substation Easement Areas are depicted and described on the [[surveys / maps / diagrams]]
attached as Easement Exhibit C. Grantor shall maintain a demarcation of the perimeter of the
Substation Easement Areas by fence or other methods suflicient to provide actual visual notice to
third parties, provided that the Retained Substation Facilities shall each, in all events, be enclosed
within secure fencing, except for the subsurface grounding grid, which need not be within a fenced
area provided that it, and any subsurface connections to the fenced area, are adequately marked to
provide actual visual notice to third parties.
3. RestrictiveCovenant.
At no time shall Grantee, its successor or assigns place, use or permit in the Substation Easement
Areas any overhead structure such as but not limited to the boom of construction cranes without
the express written permission of Grantor.
C. COMMI.INICATIONSFACILITIESEASEMENT
Grantor reserves an exclusive easement (the "Communications Facilities Easement") over and
upon the Communications Facilities Easement Atea, as defined below.
1. Purpose.
The Communications Facilities Easement is for the purpose of accessing, maintaining, operating,
repairing, modifying, replacing, enlarging, reconstructing or removing Grantor's Retained
-3-
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No.6 Page 119 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemsheet
Communications Facilities. "Retained Communications Facilities" means the communications
equipment and related facilities retained by Grantor from its conveyance of the Property and
located in the Communications Facilities Easement Area (as defined below) on the date this deed
is recorded, and include but are not limited to, wires, cables, fiber optics, dishes, antennae, towers,
electrical equipment, control sheds, or any other facilities intended for or in support of or
associated with the sending or receiving of information, and any replacement, enlargement, or
reconstruction of the foregoing from time to time. Grantor shall, at its sole cost and expense,
maintain the Communications Facilities Easement Area and the Retained Communications
Facilities in an orderly and safe condition and comply with all laws, including all regulatory,
environmental, and safety requirements, applicable to Grantor and its activities under the
Communications Facilities Easement including the use and management of the Retained
Communications Facilities and the Communications Facilities Easement Area.
2. Communications Facilities Easement Area:
The Communications Facilities Easement Area is depicted and described on the map attached as
Easement Exhibit D. Grantor shall maintain a demarcation of the perimeter of the
Communications Facilities Easement Areas by fence or other methods sufficient to provide actual
visual notice to third parties, provided that the Retained Communications Facilities shall, in all
events, be enclosed within secure fencing.
3. Restrictive Covenant.
At no time shall Grantee, its successor or assigns place, use or permit in the Communications
Facilities Easement Area any overhead equipment such as but not limited to the boom of
construction cranes without the express written permission of Grantor.
4. Use of Communications Facilities Easement Area by Grantee.
Grantor shall use its best efforts to accommodate any request by Grantee or its contractors to utilize
the Communications Facilities Easement Area, including a request to co-locate its equipment on
the Retained Communications Facilities, provided that Grantor may impose such conditions or
requirements as are reasonably necessary to comply with FCC requirements regarding interference
and to comply with regulatory and standard industry requirements regarding cybersecurity.
D. GENERAL PROVISIONS
1. Access.
The Easements reserved hereby include the right of ingress and egress for Grantor, its contractors,
or agents, to the Retained Facilities and the applicable Easement Areas for all purposes for which
the respective Easements are reserved. "Retained Facilities" means the Retained Transmission
Facilities, the Retained Substation Facilities and the Retained Communications Facilities,
collectively or individually as the context requires.
a. Primary Routes. The primary access routes shall be the routes that exist on
the date this deed is recorded and as are depicted on Easement Exhibit E, provided that
4
3539441.60418s1 OTH
Rocky Mountain Power
Exhibit No. 6 Page 120 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
Grantee may modify any existing roads from time to time, including their route, as long as
Grantor's ability to reasonably access the Easement Areas is not materially impaired.
b. Alternative Routes. If at any time a primary route is impassible or unsafe
for any reason other than Grantee's work to modify or use such route, then Grantor may,
at its sole cost and expense, establish and utilize an alternative route on Property as set
forth below.
i. Grantee's Modification or Use. Prior to Grantee's modification or
use of a primary route that materially impacts Grantor's ability to utilize such route
the Grantee shall establish at Grantee's cost and expense an alternative route for
Grantor to use. Such altemative route shall be of comparable quality to that route
otherwise impacted.
ii. Establishment of Altemative Routes. Prior to establishing or using
an alternative route, Grantor will acquire permission from Grantee for such use or
establishment if the need for access is routine, and Grantee shall not unreasonably
deny such permission. If the impassibility or unsafe condition of the primary access
route is cured then Grantor shall promptly resume utilization of the primary access
route. Grantor shall reasonably restore the alternative routes to the same condition
prior to use. However, Grantor shall have no obligation to restore the alternative
route if the impassibility or unsafe condition of the primary access route was
primarily due to acts or uses by parties other than Grantor.
iii. Emerqencies: Nonvithstanding any other provision of the
Easements, Grantor shall have the right to respond promptly and appropriately to
any emergency relating to any Easement Area or Retained Facilities, including the
removal of Danger Trees outside an Easement Area or access over the Property by
means other than primary access routes. Grantor shall use reasonable efforts to
notifu Grantee as promptly as practicable under the circumstances of such
emergency access or removal of Danger Trees. The foregoing express right of
emergency response shall not relieve Grantor of responsibility for any damage or
other liabilities arising in connection with any emergency, including damage
resulting from using alternative routes of access to any Easement Area. For
purposes of establishing alternative routes of access the term ooemergency" means
a non-routine need to prevent compromise in the reliability of electrical power
delivery or to prevent or to respond to any safety issue or to prevent or respond to
forest fire. "Emergency" includes but is not limited to such occurrences as extreme
weather conditions, fire, flood, earthquake, or downed power line. A Danger Tree"
is one that poses a threat of fire by way of potential contact with a Retained Facility.
c. Road Maintenance and Repair. Grantee shall reasonably repair damage to
access routes caused by the implementation of the Definite Plan, as that term is defined in
the Klamath Hydroelectric Settlement Agreement. Grantor shall repair, or may be invoiced
by Grantee for its repair of, damage to an access route when such damage is caused by
Grantor or its agents. At no time shall any dispute over payment for repair costs be the
-5-
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 121 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
basis for denial of Grantor's access rights. The parties acknowledge that there is no general
requirement to maintain access routes.
d. Remote-Controlled Vehicles. Grantor may also utilize remote-controlled,
including aerial, vehicles to access and inspect its Retained Facilities. Grantor shall not use
remote-controlled vehicles outside of an Easement Area or access routes except with
written permission from Grantee. With regard to the use of remote controlled aerial
vehicles by Grantor for inspection of Retained Facilities, for purposes of any portion of the
Property transferred to the California Department of Fish and Wildlife ("Department"), the
Grantor shall not be deemed a'ovisitor" upon Department lands under Califomia Code of
Regulations, Title 14, section 550(aa).
2. Additional Survey or Locatine of Boundaries.
a. Additional Locating. If reasonably requested by Grantee due to a concem
regarding a particular location or activity, Grantor shall cause the boundaries of the
identified Easement Area to be located and marked by a licensed surveyor.
b. Additional Surve.v Work In the event of a dispute regarding the boundaries
of any Easement Area the parties shall cooperate in having the disputed area surveyed,
certified and marked by a licensed surveyor and to cause this Easement to be amended in
accordance with Section D.8 below. The parties shall share equally in the cost of such
survey work and the recording of the amendment.
3. Coordination of Activities.
a. Relatinq to Facilities Removal and the Definite Plan Grantor
acknowledges Grantee's plan to remove JC Boyle, Copco 1, Copco 2 andlron Gate dams
and related work necessary to implement the Definite Plan, including work within and
adjacent to certain of the Easement Areas. Grantor and Grantee will cooperate and
coordinate with each other to facilitate Grantee's work pursuant to the Definite Plan and to
minimize interference with each other in connection with their respective work and
operations. Grantor shall permit temporary uses of and access to the Easement Areas
necessary for Grantee to complete Facilities Removal and mitigation activity (including
post-completion monitoring activities, if any) to the extent that such activity does not
unreasonably threaten the function and reliability of the applicable Retained Facilities. In
the event that Grantor reasonably determines that Grantee's proposed activities within an
Easement Area poses a material potential threat to the function or reliability of the
applicable Retained Facilities then Grantor and Grantee shall cooperate with each other in
a timely manner to determine and implement reasonable mitigating measures to permit
Grantee's activities and protect the Retained Facilities. Grantor and Grantee shall in all
events use their best efforts to minimize delays in Grantee's work and the incurrence of
additional costs.
b. Other Coordination If Grantor plans significant, non-emergency
construction activity in any of the Easement Areas then Grantor shall provide notice to
Grantee of such planned activity and Grantor and Grantee shall use reasonable efforts to
-6-
35392141.6 041851 oTH
Rocky Mountain Power
Exhibit No. 6 Page 122 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
coordinate the activity prior to commencemont so that the potential for conflict between
Grantor's and Grantee's rights are reduced. If Grantee plans significant, non-emergency
construction activity on property that is adjacent to any Easement Area or is otherwise
reasonably likely to affect any Easement Areas or Grantor's access to or use of any
Easement Areas, then Grantee shall provide notice to Grantor of such planned activity and
Grantor and Grantee shall use reasonable efforts to coordinate the activity prior to
commencement so that the potential for conflict between Grantor's and Grantee's rights
are reduced.
4. Notices.
Any notice, approval or communication that either party is required to give in writing may be
served personally or mailed to:
To Grantor:PacifiCorp
Attn: General Counsel
825 Northeast Multromah Street, Suite 2000
Portland, OR97232
To Grantee:Klamath River Renewal Corporation
Atbr:
2001 Addison Street
suite 300, office 317
Berkeley, CA94704
To State of Oregon:Oregon Departrnent of Fish and Wildlife
Realty Department
4034 Fairview Industrial Drive SE
Salem, OR 97302
To State of
California:
California Department of Fish and Wildlife
Northern Region
Attn: Regional Manager
601 Locust Street
Redding, CA 96001
Notice to the State of Oregon and the State of Califomia in this
paragraph shall only apply if the states are owners of the Property.
5. Insurance.
Grantor maintains and shall maintain a program of self-insurance and will, upon request from
Grantee, provide a letter in confirmation of the program.
6. Indemnification.
-7
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 123 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
a. Blt Grantor. Subject to the last sentence of this subsection (a), Grantor
covenants and agrees to protect, save harmless, indemnifu, and defend Grantee, its
directors, officers, employees, agents, representatives, contractors and subcontractors of
any tier ("Grantee Parties") from and against any and all claims, losses, costs, expenses,
damages (including punitive, special and consequential damages), liability, judgments,
fines or penalties (collectively, "Claims") arising in connection with the Retained Facilities
(including any Claim arising in connection with any Pole Attachment arrangements), or,
except as expressly permitted under any of these Easements, any acts or omissions by any
Grantor Parties relating to an Easement, provided that Grantor shall not be responsible for
Claims to the extent attributable to the contributory or comparative negligence of any
Grantee Parties. "Grantor Parties" are Grantor, its directors, officers, employees, agents,
representatives, contractors or subcontractors of any tier. Nothing in this indemnity is
intended to address the liabilities or obligations of any Grantor Parties in the event of a
wildfre, as to which Grantee and Grantor each reserves all rights and remedies available
at law or in equity.
b. By Grantee (Non-Statel. Grantee covenants and agrees to protect, save
harmless, indemniff, and defend Grantor Parties from and against any and all Claims
relating to the Retained Facilities or the exercise of rights under these Easement by any
Grantee Parties and caused by, arising out of, or in any way connected with (i) negligent
acts or omissions by any Grantee Parties, or (ii) a breach of an Easement by any Grantee
Parties, excepting in each instance that portion of any Claims attributable to the
contributory or comparative negligence of Grantor Parties.
c. B)t State Grantee. If Grantee or its successor or assign is the State of
California or the State of Oregon, then its obligations under subdivision (b) of this Section
D.6 shall be subject to the limitations, as applicable, of Oregon and California law,
including the Oregon Constitution, Oregon Tort Claims Act, and the California Tort Claims
Act..
7. Costs and Expenses.
Grantor shall be responsible for any and all costs and expenses associated with any work or activity
by Grantor on or in connection with any Easement or Easement Area. Grantor shall promptly pay
all such costs and expenses and shall not place, permit or suffer any mechanics liens, judgments
or other liens or encumbrances upon any portion of the Property, including the Easement Areas,
provided that Grantor is not precluded from disputing any amount claimed by a third party,
provided that such dispute is timely and diligently prosecuted and any delay in payment does not
result in any liability to Grantee or adversely affect Grantee's title to the Easement Area. In the
event that such lien is filed then Grantor shall, within twenty (20) days after notice of the filing
thereof, initiate action to cause the same to be discharged of record by payment, deposit, bond,
order of a court of competent jurisdiction or as otherwise permitted and shall continue to diligently
pursue such actions until such lien is discharged. Grantor shall pay any and all taxes, assessments
(general or special), charges or use fee(s) levied by any governmental authority against Grantor's
interest in any Easement Area or against the any of the Property as a result of the Easements.
8. Amendments.
-8-
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 124 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemsheet
a. General. The terms and conditions of the Easements maybe modified only
by written instrument signed by Grantor and Grantee or their respective successors and
assigns and recorded in the applicable land records. The costs of recording shall be bome
by the party requesting the amendment except as provided in Section D.2.b above.
b. (Jpdates and Corrections to Easement Area Boundaries. In the event either
party reasonably determines that the access routes or the boundaries of any of the Easement
Areas are no longer accurately reflected by the attached exhibits then the parties shall
cooperate to execute and record such amendments to the exhibits as are appropriate.
c. Other Modifications to Easement Area Boundaries. If either party
reasonably determines that modifications to any portion of the description of Easement
Areas are necessary it will provide to the other party a description and depiction of the
proposed modification in reasonable detail. Neither party will unreasonably withhold its
approval of any requested modification, provided that (a) in the case of a modification
proposed by Grantor, it will not adversely affect in any material respect the work of Grantee
provided for in Section D.3.a above, including the cost or timing thereof, (b) in the case of
a modification proposed by Grantee, it will not in any material respect pose a threat to the
reliability or safety of any Retained Facilities or to the efficiency of Grantor's operations,
and (c) if the request is made to the originally named Grantee, it is acceptable to the State
of [Califomia / Oregon] as the anticipated successor to the originally named Grantee.
9. Termination.
The Easements may be terminated as to all or any portion of the Easement Areas by mutual, written
agreement and the tender and recording of a quitclaim deed by Grantor. tn the event Grantor elects
to terminate any Easement or portion thereof it shall so notify Grantee, and in a timeframe that is
reasonable relative to Grantor's other public utility duties, remove the Retained Facilities from the
portions of the Easement Areas relating to the Easement to be terminated. Grantor shall not
terminate any aspect of the Easements without removing the associated Retained Facilities.
10. Interpretation/Enforcement.
The Easement Areas are located in both Oregon and California. The terms herein shall be
interpreted and made enforceable as to any particular Easement Area or Retained Facilities under
the laws of the State where such Easement Area or Retained Facilities are located.
I 1. Runnine With the Land: Successors and Assiears.
The terms and conditions of the Easements are intended to run with the land and shall bind and
inure to the benefit of Grantor's and Grantee's respective successors and assigns.
##
-9-
3539191.6 041851 OTH
Rodry Mountain PolvBr
Exhibft No. 6 Page 125 of 186
Caae No. PAC-E-21-01
lAlitness: Timothy J. Hemstreet
EASEMENT EXHIBIT A
RETAINED TRANSMIS SION FACILITIES
lDescription andfinal mapfrom Schedule 3.1(b)(ii), Part A, of the PTA to be attachedf
3539,141.6 041851 OTH
EASEMENT EXHIBIT B
MODIFICATIONS TO TRANSMISSION FACILITIES BUFFER ZONES
lTo be incorporated in accordancewith Note to Section A.2 abovel
Rocky Mountain Porcr
Exhibit No.6 Page 126 of 186
Case No. PAC-E-21{'|
Wtness: Timothy J. Hemslreet
3539,{41.6 041851 OTH
Rocky Mountain Power
Exhibit No.6 Page 127 of 186
Case No. PAC-E-21-01
lMtnegs: Timothy J. Hemstreet
EASEMENT DCIIBTT C
SUBSTATION EASEMENT AREAS
lThe attached maps represent the parties' preliminary understandings but are subject to
rnodfficationfollowingfurther development of Facilities Removalplans in order to accommodate
Facilittes Removal activities and PociliCorp's ongoing operational, security and safety
requirementsl
[See Attached Maps]
3539.t41.6 041851 OTI{
Rocky Mountain Pot rer
Exhibit No.6 Page 128 of 186
Case No. PAGE-21-01
lMtness: Timothy J. Hemeheet
004-050.220{00
PCOcl9@a
t6
(xl-uE-27GO00
Ercluslve Substatlon Easement: Copco ilz - 2301(V
approximately 39 acres
ffi EEl6freSubbthnE.s.ment-230h I lrrnrmUrOnsub : HlahwaY
ElParcel Btands A Dbtdhnbnsd - MajorRoad
El FERC lou,rdary
-
Dhrrtbutbn Lh3 -
$rect
(D eeneratbn - to be removid
-
rtarrmBsbn 1113 ft Tomshtp
El T.r lot Section
\HEtFtCoRP Gmreffi@3#ra.F.,ide.6
UTMrfflo,MmIm16.
A
ffi=ffi
U/1./an0 s$774 ad+&.dl(ilr (m t, tqd,{illtr tJrs\h(t i he-, l.s*ar rQd ) r$tv..d 0 1m 2m
3539441.6041851 oTH
00fir50a220fi
fi
04r-{xb-2tuom
Ercluslve Subitatlon Eascmen* fopco *2 - 1151ry
aporoimatelv 3.4 acres
Rodry Mormtaln Pow"r
ExhlM No. 6 Page 129 of 180
Case No. PAGE-21{ri
Wtpss: Timdly J. l-lcmtkBet
\mclFEmP Gtlfr,mrrhC{
mrftS,Wtrmh.
I EEturhGsut8tatbnE rtmert-ll5h, I trrrmUrlonsub : HlShr.V
ElpmctAunOr $Duilbubnsut -M.jor[o.dft rrBc loandtry
O Semntlon - to be removed
-
lh.EmhEbn t ut Et Bwnstrtp
[3 frht l]--j Sactlon
o--g--9--.,i:"r*, A
{,;
|llral&o'xtn 6dd$drdpd tr\a*rd&Al*&d!.bhdr.5d(4@r r$wrd
3539441.6041851 OTII
Rocky Mountain Porver
Exhibit No.6 Page 130 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EASEMENT EXHIBIT D
COMMUNICATIONS FACILITIES EASEMENT AREA
3539441.6041851 OTII
004-050{rG,000
SIS}<IY()U
COPCO
€tttw
m4-050-r@000
Y
ll
Rod(y Mountain Po,er
Exhibit No.6 Page 131 of 186
Case No. PAC-E-21-O1
Witness: Timothy J. Hemstreet
Excluslve Communlcatlon Easement: Copco *2 Hl!!top Slte
approximately .25 acres \t{ctFtcoRPffi EElGiE Communkation Easement
Copm 12 Hllhop Sit!
I Trarmlssionsub : Hidrmy
A ouributor srs '-* Mrirr Rmd
-
Distribut'ton Linc -
Strftt
-
Tra6mhsion Lhe El Tomshtp
E:f Tar lot S"ctbr
s$m!ffi
Percel B L.nd5
FERC Bourldary
! Genention-tobeEmowd
na,.il{orn n[h hr [e-mail], ulilil5rD torhr(qrdLr @nEhhct u llmr ld a 9fit!ul, pcF{,dn6Br h se rdqm{r (mbrd nsr No.Pfl {(un Sdll htr b rrynraciry u tnhltr ro ilryFrEnorflW 6dlratu fre uiof fr nhtDntrrnrrH n66mo.
Al)lllrfiln!S7rn&+(!'!lrIn+oilIlPi.r.'{rlr\li'l\&,*t I!nn!*.r!n{d,irirr^'o4nre.)n.!+i.'nrd 100 2m
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 132 of '186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EASEMENT EXHIBIT E
PRINCIPAL ACCESS ROUTES
lFinal mapfrom Schedule 3.1(b)(ii), Pqrt B, of the PTA to be attached)
3539441.6041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 133 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
EXHIBIT II.2
FORM OF KRRC TEMPORARY CONSTRUCTION EASEMENT
296r'.599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 134 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
Recording Requested By
and When Recorded Mail to:
Water and Power Law Group PC
2140 Shattuck Avenue
Suite 801
Berkeley, CA94704
Athr: Richard Roos-Collins
SPACE ABOVE THIS LINE FOR RECORDER'S USE
TEMPORARY CONSTRUCTION EASEMENT AGREEMENT
THIS TEMPORARY CONSTRUCTION EASEMENT AGREEMENT (this O'EASEMENI
Agreement"), is made this day of 20-, by and between
PACIFICORP, an Oregon corporation with an address at 825 Northeast Multromah Street, Suite
2000, Portland, Oregon 97232 ("Grantor"), and KLAMATH RIVER RENEWAL
CORPORATION, a Califomia nonprofit corporation with an address at200l Addison Street, Suite
300, Office 3I7, Berkeley, California94704 ("Grantee").
RECITALS
A. Grantor and Grantee are parties to the Klamath Hydroelectric Settlement
Agreement, dated February 18, 2010, as amended ("KHSA") and to a certain Property Transfer
Agreement, dated ("PTA");
B. Pursuant to the KHSA Grantee is charged with removing the JC Boyle, Copco 1,
Copco 2 and hon Gate hydroelectric dams and performing certain related work including
environmental mitigation, all in accordance with the Definite Plan as such term is defined in the
KHSA (collectively, the'oRemoval Work"). Pursuant to the PTA Grantor is transferring to Grantee
contemporaneously herewith the property on which most of the Removal Work is to occur;
C. Certain portions of the Removal Work, described generally in Schedule A (the
"Easement Work") require access over and work upon property that continues to be owned by
Grantor and is described more particularly in Schedule B (the "Property").
1
3472844.3041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 1 35 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
D. ln order to facilitate the Easement Work Grantee has requested, and Grantor has
agreed to glant, a temporary construction easement as more particularly provided for in this
Easement Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufliciency of
which are hereby acknowledged, the parties agree as follows:
l. Grant of Easement.
a. Subject to the terms and conditions of this Easement Agreement, Grantor hereby
grants to Grantee, and Grantee hereby accepts, a temporary right and easement in gross upon,
across and through the portion of the Property described in Exhibit C (the "Easement Area") in
order to perform the Easement Work, including any and all activities relating to implementation
of the Definite Plan and compliance with the Approvals (as defined in the PTA), including, but
not limited to, (i) construction activities, (ii) mitigation activities, (iii) ingress and egress of
construction and other vehicles, (iv) ingress and egress of personnel, including Grantee's
employees, directors, officers, representatives, agents, contractors, subcontractors of any tier,
consultants and suppliers, (v) staging, use and operation of heavy equipment and machinery, and
(vi) storage of materials, equipment and vehicles. Such easement shall terminate when (y) the
Definite Plan is complete in accordance with its terms and (z) the terms and conditions of the
Approvals relating to the Property have been satisfied as determined by the applicable
governmental authority, provided that to the extent the Definite Plan or any Approvals require
post-completion activities relating to the Property, including but not limited to monitoring or
fuither construction or remediation activities, then this Easement Agreement shall continue to the
extent reasonably necessary to perform all such post-completion activities and satisfy all post-
completion requirements of the Definite Plan and all Approvals.
b. Grantor acknowledges and consents to the Easement Work and its effect on the
Property
c. Grantor reserves for itself, its successors and its assigns, the right to access and use
the Easement Area or to grant other easements or licenses at the same location so long as such uses
do not unreasonably interfere with Grantee's rights and activities under this Easement Agreement.
d. Grantee shall comply with all laws, ordinances, and regulations, including but not
limited to all regulatory, environmental, and safety requirements applicable to the Easement Area
or the use of the Easement, all at Grantee's sole cost and expense.
2. Coordination and Cooperation
a. Grantee shall cause its contractors to provide reasonable prior notice to Grantor of
its work scope and schedule within the Easement Area and shall provide periodic updates to reflect
any material changes to such work scope and schedule. Reasonable notice of scope and schedule
will be deemed satisfied upon Grantee's contractor's copying Grantor on a two week look ahead
schedule for the Definite Plan work affecting the Easement Area. In conducting any activities
pursuant to this Easement Agreement Grantee and its contractors, subcontractors of any tier,
consultants and suppliers shall avoid any material impact to PacifiCorp's equipment and
installations except to the extent required under or consistent with the Definite Plan or the
-2-
3472844.3041851 LrST
Rocky Mountain Power
Exhibit No.6 Page 136 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
requirements of any Approvals. Grantor shall take reasonable measures to assist in avoiding any
such impact.
b. Grantor reserves the right to access its active transmission lines and other
equipment located in the Easement Area, provided that, Grantor shall provide reasonable prior
notice of such access and shall exercise commercially reasonable efforts under the circumstances
to avoid any impact on the work of Grantee or its contactors. The parties acknowledge that in the
event of exigent circumstances posing a material threat to property or public safety Grantor shall
have immediate access to address such threat.
c. Grantor and Grantee acknowledge and agree that each has a significant interest in
the orderly and coordinated use of the Easement Area and in avoiding undue delay, damage or
expense in connection with each other's operations within the Easement Area. Grantor and
Grantee each agrees to cooperate and coordinate with each other in good faith and in a timely and
reasonable manner to minimize to the extent reasonably practicable any adverse impact on each
other's operations within the Easement Area.
3. Costs and Expenses: Liens.
Grantee shall be responsible for any and all costs and expenses of the Easement Work.
Grantee shall promptly pay all such costs and expenses and shall not place, permit or suffer any
mechanics liens, judgments or other liens or encumbrances upon any portion of the Property,
including the Easement Area.
4. lnsurance.
Grantee will at all times maintain, and have on file with Grantor evidence of property,
liability and worker's compensation insurance in amounts and scopes of coverage reasonably
satisfactory to Grantor and naming Grantor and its directors, offrcers, employees, agents,
representatives and affiliates as additional insureds. In addition, each insurance coverage required
under this Easement Agreement shall waive the insurer's right of subrogation against Grantor and
shall provide that it shall not be canceled, terminated, changed, modified or not renewed by any
insurance carrier unless fifteen (15) days' prior written notice is sent by overnight mail, to Grantor.
5. ResoonsibilitvforDamase:lndemnification.
a. Grantee shall be responsible for any damage to the Property (including the
Easement Area) and any other property resulting from any exercise of any of Grantee's rights
provided for in this Easement Agreement, including but not limited to fire, soil erosion,
subsidence, or other damage resulting therefrom. Grantee shall promptly repair and restore, as
nearly as practicable, to its original condition or, if applicable, to the condition required by the
Definite Plan, the Property and any other property, including but not limited to roads, utilities,
buildings and fences that may be damaged as a result of any exercise of any of Grantee's rights
provided for in this Easement Agreement.
b. Grantee covenants and agrees to protect, save harmless, indemni&, and defend
Grantor, its directors, officers, employees, agents, representatives, contractors and subcontractors
of any tier ("Grantee Parties") from and against any and all claims, losses, costs, expenses,
-3-
34',12844.3041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 137 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
damages (including punitive, special and consequential damages), liability, judgments, fines or
penalties (collectively, "Claims") arising as a result of any acts or omissions by any Grantee Parties
relating to this Easement, provided that Grantee shall not be responsible for Claims to the extent
attributable to the contributory or comparative negligence of any Grantor Parties. 'oGrantor
Parties" are Grantor, its directors, officers, employees, agents, representatives, contractors or
subcontractors of any tier.
c. Grantor covenants and agrees to protect, save harmless, indemnify, and defend
Grantee Parties from and against any and all Claims relating to the Easement Work or the exercise
of rights under this Easement Agreement by any Grantor Parties and caused by, arising out of, or
in any way connected with (i) negligent acts or omissions by any Grantor Parties, or (ii) a breach
of this Easement Agreement by any Grantor Parties, excepting in each instance that portion of any
Claims attributable to the contributory or comparative negligence of Grantee Parties.
6. Notices.
All notices and other communications required or given under this Easement shall be in
writing and addressed as follows:
Grantee:Klamath River Renewal Corporation
2001 Addison Street, Suite 300, Office 317
Berkeley, California 947 04
Attention: Chief Operating Officer
With copy to:
Water and Power Law Group PC
2140 Shattuck Avenue
Suite 801
Berkeley, CA94704
Athr: Richard Roos-Collins
Grantor:
PacifiCorp
825 Northeast Multromah Street, Suite 2000
Portland, Oregon 97232
Attention:
or to such other address as a party may specify by written notice to the other. All notices and other
communications shall be deemed to have been duly given and received: (a) upon personal delivery,
or (b) as of the third business day after mailing by United States mail, postage prepaid, addressed
as set forth above, or (c) the immediately succeeding business day after deposit (for next-day
delivery) with FedEx or other similar overnight courier that guarantees next-day delivery.
-4-
3472844.3041851 LrST
Rocky Mountain Power
Exhibit No.6 Page 138 of '186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
7. Covenants Rururine With the Land.
This instrument shall run with the land and shall bind and inure to the benefit of the
respective successors and assigns ofthe parties hereto.
8. Miscellaneous.
a. This instrument contains the entire agreement between the parties relating to the
rights herein granted and the obligations herein assumed. Any prior representations,
understandings or agreements concerning this instrument are merged herein and superseded hereby
and shall be of no further force or effect.
b.
both parties
This Easement Agreement may be amended only by a written instrument signed by
c. Any term or provision of this Easement Agreement may be waived at any time by
the party entitled to the benefit thereof by a written instrument executed by such party. Any waiver
or failure to enforce any provision or requirement of this Easement Agreement in any instance or
circumstance shall not affect the enforceability of such provision or requirement in any
subsequently occurring instance or circumstance.
d. This Easement Agreement shall be governed and construed by the laws of the State
of [[California / Oregon]l without reference to [[California / Oregon]l choice of law principles.
e. The invalidity of any one or more provisions of this Easement Agreement shall not
affect the remaining portions of this Easement Agreement or any part thereof. If one or more of
the provisions contained herein should be invalid, or should operate to render this Easement
Agreement invalid, this Easement Agreement shall be construed as if such invalid provisions had
not been inserted.
f. This Easement Agreement may be executed in trro or more counterparts, each of
which counterparts shall be deemed an original, and all of which together shall constitute one and
the same Easement Agreement.
g. The captions and headings in this Easement Agreement are solely for convenience
of reference and shall not constitute a part of this Easement Agreement nor shall they affect its
meaning, construction or effect.
h. The terms "hereby", "hereof', "hereto", "herein", o'hereunder" and any similar
terms, as used in this Easement Agreement, refer to this Easement Agreement in its entirety and
not the particular section of this Easement Agreement in which they appear, and the term
"hereafter" means after, and the term "heretofore" means before, the date of this Easement
Agreement.
t.The word "including" and words of similar import mean "including but not limited
to ))
-5-
3472844.3041851 LrST
Rocky Mountain Power
Exhibit No. 6 Page 139 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
j. This Easement Agreement shall be recorded in the appropriate land records in
[[Siskiyou County, Catifornia / Klamath County, Oregon]1. Grantee shall be solely responsible
for the payment of all costs, fees, or expenses in connection with such recording.
[srcNATrrREs AppEAR ON THE FOLLOWTNG PAGE]
-6-
3472844.3041851 LrST
Rocky Mountain Power
Exhibit No. 6 Page 140 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
IN WITNESS WHEREOF, the parties hereto have executed this instrument the day and
year first above written.
GRANTOR: PACIFICORP
Title
GRANTEE: KLAMATH RTVER RENEWAL CORPORATION
Title
-7-
3472844.3041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 141 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
CERTIFICATE OF ACKNOWLEDGEMENT OF NOTARY PUBLIC
STATE OF
COUNTY OF )
On_before me,, a notary public in and
for said County and State, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/her/their authorized capacity(ies), and that by his/trer/their signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s), acted, executed
the instrument.
WIINESS my hand and official seal.
Prev.9/29/99 (Signature of Notary Public)
-8-
3472844.3041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 142 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
CERTIFICATE OF ACKNOWLEDGEMENT OF NOTARY PUBLIC
STATE OF )
COUNTY OF )
On before me,, a notarypublic in and
for said County and State, personally appeared
personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s)
whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they
executed the same in his/trer/their authorized capacity(ies), and that by his/herltheir signature(s)
on the instrument the person(s), or the entity upon behalf of which the person(s), acted, executed
the instrument.
WIINESS my hand and oflicial seal.
Rev.9D9l99 (Signature of Notary Public)
-9-
3472844.3041851 LIST
Rocky Mountain Power
Exhibit No. 6 Page 143 of 186
Case No. PAC-E-2I-01
\Mtness: Timothy J. Hemstreet
EXHIBIT A
(Easement WorD
Descriptions to be updated prior to property transfer. General descriptions are as follows:
California/Copco Lake:
The work will likely be primarily restoration work. The specific work scope has not yet been
determined with precision as it may be affected by the requirements of govemmental approvals
that have not yet been received but will likely include seeding the reservoir bed, including aerial
seeding, IEV management and assisted sediment evacuation as needed. Other types of restoration
may also be necessary so KRRC will need the ability to do any and all activities in support of
restoration, Iikely including developing access roads, grading, in water work, placement of large
wood, stream gravels, upland plantings, maintenance, IEV control, and monitoring
Oreson / JC Boyle flume and vicinitv:
Overhead line work, concrete flume removal, access roads and related work
3472844.3041851 LIST
Roclry Mountain Pourer
Extribit No.6 Page 144 of 186
Case No. PAC-E-21-01
lMtness: Timothy J. Hemstreet
EXHIBIT B
(Description of Property)
llLegal Desuiptions to be provided)l
California - East End of Copco Lake - Siskiyou County APN 004-030-580 and APN 004-030-570
Oregon - J.C. Boyle Flume and Upper Access Road - Klamath County R-4006-01200-0800
34728U.304t851 LrST
Rocky Mountain Power
Exhibit No. 6 Page 145 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
EXHIBIT C
(Easement Area)
llDiagrams to be attached prior to executionf)
California / Copco Lake
The specific work ilea has not yet been determined with precision as the scope of work may be
affected by the requirements of governmental approvals that have not yet been received. For
present pulposes it should be assumed to extend approximately 4,800 feet upstream of the Copco
Road Bridge and approximately 700 feet outward from the currently existing shorelines
Oregon - JC Boyle Flume and Upper Access Road
Entire parcel
34728443041851 LrST
Rocky Mountain Power
Exhibit No. 6 Page 146 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
Rod<y Mountailn Pollr
E fiibit No. 6 Page 147 of t86
Case No. PAC€-21-01
lMtpsa: Timdry J. tlcmstrcet
EXHIBIT I
DESCRIPTION OF TIIE KENO LAI\D
HhttJrtsdE
tAlHrl{[=mbi-t
a hrh-abffiaffi&ArcS
*FH
_h--iu
:lrl
*48; s
'ol
-.._*A
\hffi,
t
6
_/
o u
296/.s9920041851 OTH
Roc*y Momtain Poryer
Exhhit No.6 Page 148 of 188
Case No. PAC-E-21-01
\Mtness: Timo,frry J. l-l€mstreet
[This Page Intentionally Left Blank]
a
a
o
o
a
a
o
a
a
a
Rocky Mountain Power
Exhibit No. 6 Page 149 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
EXHIBIT J
FACILITIES HANDOVER TECHNICAL PROTOCOLS
Temporary Power - Protocol for addressing cost and scope of installing temporary
electrical service at a variety of locations in support of activities under the Definite Plan
Access to Substations - Protocol for providing Kiewit with on-site observation at
substations for design and disconnection points; will include appropriate safety training
and PacifiCorp escorts for Kiewit personnel
Communication Equipment - Protocol for addressing Kiewit's request to co-locate
within the Communications Facilities Easement to provide for communications facilities
necessary for general safety during Facilities Removal
Electrical Disconnection Design - Protocol for design and coordination of
disconnecting PacifiCorp's generation assets (dams) from the transmission and
distribution system PacifiCorp will be retaining
Operational Information - Protocol to develop and provide educational and safety
materials and information to support the physical handover of the dam facilities
Timing of PacifiCorp Work to be Completed - Protocol to establish scope and timing
of work to be performed by PacifiCorp in connection with physical handover of dam
facilities (e.g., disconnection of transformers; possible re-routing of certain transmission
and distribution lines)
Identification and Final Removal of Salvaged Equipment - Protocol for finalizing list,
and physical removal, of salvage equipment
Pole Attachments - Protocol for removal or relocation of Pole Attachments as may be
required under Sections 6 and I I
Copco 2 River Flow Analysis - Coordination to assess and, to the extent necessary
address, potential post-dam removal flood risk at the Copco 2 115kV substation
Copco L Exploratory Dredging - Protocol for possible exploratory dredging of debris
located atface of Copco 1 Dam
Marking of Certain Boundaries and Subsurface Facilities - Protocol to identiff and
mark areas where potential conflict may exist between PacifiCorp reserved easements
and dam removal activities, including underground facilities reserved by PacifiCorp, all
as provided in the Agreement and the Reserved Easements. PacifiCorp will survey and
provide field markers where such measures would aid the parties to avoid such conflict.
The survey will include boundary of Substation Easement Areas, grounding grids where
2964599.20041851 OTTI
Rocky Mountain Poler
Exhibit No.6 Page 150 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hem8treet
such extend beyond fence line and may include other PacifiCorp reserved interests
consistent with Section 11
296/,599.200/1851 OTH
Rocky Mountain Power
Exhibit No.6 Page 151 of 186
Case No. PAC-E-2l-0'l
Wtness: Timolhy J. Hemslreet
scrrEDrrlE 3.1(bxi)
DECOMN{ISSIONED PROPERTY
llPac{iCorp has generated this preliminary list of equipment to be salvaged based simply on the
equipment assigned to each of the four Klamath facilities in PacifiCorp's accounting system.
This desktop revietv was conducted by senior engineers and managers fomiltar with the Klamath
Hydroelectric Project, PactfiCorp's other hydroelectric projects, and the interchangeable
equipment between the dffirent facilities. No onsite inventories or reviq,vs were conducted and
there was no effort yet directed to validate the equipment lists with that actually onsite. This list
is considered preliminary and subject to ongoing revia,y and mutually agreeable revision at any
time prior to decommissioning.))
Development Item(s)
Number of
Units
All Vehicles Assorted
All Heavy Equipment (graders, dump trucks, loaders,
backfioes, etc.)
Assorted
All All-Terrain Vehicles (e.g., ATVs/UTVs)Assorted
All Network Communications Equipment Assorted
All Computers, Phones, etc.Assorted
All
hon Gate
Tools (all general hand and power tools including but
not limitedto etc.
Controls and Instrumelrtation
Assorted
Assorted
hon Gate Iron Gate Battery System (130 VDC)I
hon Gate Governor 1
kon Gate kon Gate Powerhouse Stoploe Hoist 1
Iron Gate kon Gate Generator Energy Meters 2
kon Gate
Copco 2
hon Gate Station
Exciters
I
2
Copco 2 Contols and lnstrumentation Assorted
Copco 2 Copco 2IUntt Breaker 6G21 1
Copco 2 Copco 22 U ntt Breaker 6G22 I
Copco 2 Transformers Miscellaneous
Copco 2 Plant Emergency Generator I
Copco 2 Dam Emergency Generator 1
Copco 2 Governors (Copco 2l and22)2
Copco 2 Station Service Energy Meter I
Copco 2 Copco 2l and 22 Generator Energy meters 2
Copco 2 Copco 2 Station Batteries (130 VDC)I
Copco 2 Copco 2 Station Battery Charger (130 VDC)I
Copco 2 Copco 2 Station Service Breaker 6G9 I
Copco 2 Copco 21 Station Service Breaker 6G36 1
Copco 2 Copco 22 Station Service Breaker 6G37 1
29il599.20041851 OTH
2
Copco 1
2 Communications
Exciters
Assorted
2
Copco 1 Conffols and instrumentation Assorted
Copco 1 Emergency Generator 1
Copco 1 Copco I Station Battery System (120 VDC)I
Copco 1 Copco I Station Battery Charger 1
Copco 1 Governors for Copco 11 and Copco 12 2
Copco 1 Copco 11 Generator Energy Meter 1
I
J.C. Boyle
12 Generator Meter
Exciters
I
2
J.C. Boyle Controls and Instrumentation Assorted
J.C. Boyle J.C. Boyle 1 Generator Breaker 5L5l I
J.C. Bovle J.C. Boyle 2 Generator Breaker 5L52 I
J.C. Boyle Transformer - GSU - J.C. Boyle 2 I
J.C. Boyle Transformer - GSU - J.C. Boyle SPARE 1
J.C. Boyle JCB Powerhouse Stop Log Crane 1
J.C. Boyle Governors for J.C. Boyle Units 1 and 2 2
J.C. Boyle Transformer - GSU - J.C. Boyle 1 1
J.C. Boyle J.C. Boyle I REL-P GEN l2Y-l Overspeed - Airpax I
J.C. Bovle J.C. Boyle 2 REL-P GEN 12Y-2 - Aimax 1
J.C. Boyle J.C. Bovle I Rel-W Swgr Arc Flash Monitor 1
J.C. Boyle J.C. Boyle 2 Rel-W GSU Arc Flash Monitor 1
J.C. Boyle J.C. Boyle 1 Rel-W Gen 11 - 3425a-l 1
J.C. Boyle J.C. Boyle 1 Rel-W Gen 1l - 3425b-l I
J.C. Boyle J.C. Boyle 1 REL-W GEN 64F-1 Field Ground
Detect
1
J.C. Boyle J.C. Boyle 1Rel-WGSU ll - 3311-l 1
J.C. Boyle J.C. Bovle I REL-P GEN 25 Sync Check 1884-1 1
J.C. Boyle J.C. Boyle I REL-P GEN 25-l 1938-t 1
J.C. Boyle J.C. Boyle 1 REL-P GEN 25-l Gen Controll94-l I
J.C. Boyle J.C. Boyle 2 Rel-W Gen 1l - 3425a-2 t
J.C. Bovle J.C. Boyle 2 Rel-W Gen 1l - 3425b-2 I
J.C. Boyle J.C. Boyle 2 REL-W GEN 64F-2 Field Ground
Detect
1
J.C. Boyle J.C. Boyle 2 REL-W GSU 11 - 33ll-2 Multi-
Function
1
J.C. Bovle J.C. Boyle 2 REL-P GEN 25 Sync Check 188A-2 I
J.C. Boyle J.C. Boyle 2 REL-P GEN 25-2 S t93B'-2 1
J.C. Bovle J.C. Boyle 2 REL-P GEN 25-2 Gen Controllg4-z I
J.C. Boyle J.C. Boyle Station Battery System - 125 Y 1
J.C. Boyle J.C. Boyle Dam Battery System - 125V I
J.C. Boyle J.C. Boyle Station Batteries - 125 Vdc 1
J.C. Boyle J.C. Boyle Str Battery Charger - 125 Vdc I
Roclqy Mountain Power
Exhibit No. 6 Page 152 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
29&599.20041851 OTII
J.C. Boyle J.C. Boyle Stn Battery Inverter - 125 Vdc 1
J.C. Bovle J.C. Boyle Dam Batteries - 125 Vdc I
J.C. Bovle J.C. Boyle Dam Battery Charger - 125 Vdc 1
J.C. Boyle J.C. Boyle Dam Battery Inverter - 125 Vdc 1
J.C. Bovle J.C. Boyle I Rel-W Gen WECC Relays - l0 Yr I
J.C. Boyle J.C. Boyle I Rel-W GSU WECC Relays - 10 Yr I
J.C. Bovle J.C. Boyle 2 Rel-W Gen WECC Relays - 10 Yr 1
J.C. Boyle J.C. Boyle 2 Rel-W GSU WECC Relays - l0 Yr I
J.C. Bovle J.C. Boyle Plant Rel-W Ss WECC Relavs-10 Y I
J.C. Bovle J.C. Boyle Plant Energy Meters Assorted
Rocky Mountain Power
Exhibit No. 6 Page 153 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
29il599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 154 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
Rocky Mountain Power
Exhibit No. 6 Page 155 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
SCHEDULE 3.l(bxii)
RETAINED TRANSMISSION FACILITIES
A. DESCRIPTION OF FACILITIES
1 The electrical transmission facilities located on the Parcel B Land and comprising
the electrical transmission facilities indicated on the attached map, including but
not limited to, transmission, distribution, service and other lines conducting
electricity as well as related facilities (including but not limited to towers, poles,
pads, guys, anchors, props, supports, transformers, switches, vaults, substations,
communications facilities, fiber optic or other communications equipment, and
any other improvements and facilities associated with or connected to or that aid
in the management or function of such improvements and related facilities).
2. See Attached Map
INOTE - The mop attached represents an approximation of the Retained
Transmission Facilities and their location as currently understood. An update
and claffication of the map will be substituted prior to Closing that depicts in
greater detail the final configuration of the Retained Transmission Facilities and
that re/lects Easement Area modifications pursuant to Section 11.3.1
29&599.2004t851 OTH
F
@
!t
c.!
6
3o\c.l
!KIE
!i:i Ili::;
iiiftiliiirIttiii
tilgirtatrti
.,it,I:
ii
l!
IiI(
i
I
I
IIstJL
E7
n82;l
EI
E s.
3lEf;=EsIu
tetlbJIEEEE3r.tir=oor< |o
5FEO
TE
DI
qaI!!I-
2aE
E
EEEEE:FE
EEUE
3 g,{;,
=d-95Ec6 EE9 BtrG2o'a
'=6=oECx=ur=Jt
/Il=
5
e
6
\,
;!tdI
I
E
Es
T
t'l
I
aE
-T*.-
/fTih
td
T
c
V\:-tc
;
2a
F
6
!
cla6
\o
an
!i:ll
i ii;i
!ifi!rriii
iliiilJlli!
ririi.r
!ilgi!i i:r ti
!
E,,
t/-{:
:i
l!
I:
EtroL'
_truf;7
=i
il
E
E
rsfE;EE;;EE{gEi =o.EEEE:EE!;E$=E;8il.".IIilI
oI
3
!
I
=
aEa!
$:EE
EESE
EF}Eec6EE9 Ptreao u'=@
=0,EEx=rrr
=
6oq
5
fiu
3--[';ll
5,_l
L_"1
- -I-
$,)\
=6
t
3
t
z
*
l+,J
i
d
]
I
B
6
4
i}
a
i;!ii!!:!!
iiiit
i:EIiIi!iirITi;f!
riiiiiajtlli
IrarII:"E
;Elt!cEE
EE
t
.*
a",
BgolJEu67
a
:t6il
ET
Eee5
:EE!,EI -.
EaEEgiEf;=$;,'. llllIo
5gto2ETH
Iir Fo
€
!
c.lo\Oi
s
c.l
H:E$
EEUE
EFiB*c6 E898trt3o'aEEECx=u.r 3
'&codc5.U
{
6
Ersl
a 1.. i-*--sr/3
ae
i-
4
I
{'
Fo
6
I
c!
Oi+\6o\cl
l. .:l:rl
!iiii
ii!fr
iiiiii
ii!ilil:trt!
t
.til{:
!tE,lttJE
T7
4RT
EI
It
:aiEarl;EEi€gii
trE5triEiii:E#E[.."llll',,'
p:EE
s*tir E-g=o-
EFIBtqf EE9 8trEi-o a
-6=sfiE
.c
sl
F
f
0
iJ
I
F
E
8H!E
..:
I
x
Rocky Mountain Power
Exhibit No. 6 Page 160 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
B. ACCESS ROUTES
INOTE: The attoched maps depict PacifiCorp's primary occess routes to its reserved easement
areas at a very highJevel; maps showing greater detail and mutually agreeable to the parties
may be substituted prior to Closing)
2964599.200418s1 OTH
F
@
!
c.l66
:t€6N
ilii:
:i:r!
J !.: -:
i{i:
:ii !:.ililiiE;:j. --
i:ii;it;t] i!
z:
tlT:
lrii!iITIt.o.troIJ
EuIY
t
E
!tc
I
rE,dgE
!rt;,?o;
EE
EP
!!>EiE*;ra
B3*s9!8-Et!tEEI;
, .r[
=tI
s
E
Io
!
e
IIi!
s!lEfdeI3EIlgXt6,l[l .
!t.35eiIs
EE
$E3E
EESE
EFiB?e6 Ets9 Btrs ac> 'a'=0=o.cex=luJ 3
itll
3
oi
t
I
t23
II
I
i2T
!
B
!
Er
a
I
:d
I{E
3 -ql
3".
0
dc
,
?I
3i
tas
I:l
F
otI
Td
I
t l
=d
,l l.
lul-
lJI
ta
aoqII
=d
i2s
,E,a.c
Id
F
a
clo\o\
s6d
a!:r:
:ii!!i!ti*
!!;li
iii::.;IiliiEi:i1rili,iI;U.r
t!
€t]
ffio.troL'
EuIY
i
;l
:l
bI
II.c
3
E!
&
Ed!
E
If
2
l:ir= >o ]t
E B,!
:EiT!Ei:E!r:
;EEIi
Et
atIsI
6a
$?
EEET
o
'zE:!I
eEE
il3EIIrf&68El .ixii
<*-2o
;.l3
F_l
L_l
!a.31!iEs
EE
PEEEdE(Y 4
EEUE
E e,{t
=d-95?9; E69 8tre3o'a'=o
=oECx=rrJ
=
\rlat
a2
)
t
l-
{{I
!!
zt
pX[:
ets(r*
i
3
q
F
6
t
clo\o\t6Oid
l.r
ilri!
iEli;tlr:i..1 lt*i!.lt:!i*:ili
iiiill
;lrTi:
t
l.
e!rtlg
ff!
i![tf.a.Eg
E
E7
s!
;l
:l
IIg
I
€
tt
EaF
I
I
€, E!l Eii iriEi;i!llrEliESEEENli..l
!?.iicrEr
EEx
$ERg
EPSE
EPTB
g:Bf
EEx=lur 3
6
H
t_tItI
.l
tI.lt
a2I
It
I
s
F
a
c]o,o\
ts6N
:-:!i;l!:i-'
itl!,::'
;ilii i
.;\lt:ti
::
tii
atroH5uI
Y
I
tE
3t
E
Ei
8.
E
i3E.
PTI
E
!
I
*.T
I
E!
E
:
a
aiEit
tt
g
6
EI
E
E
EF
t..o
3-!t
EF:i;!EI!il
!a.iIEiEr
EE
E:f;g
EEBE
EF}Bie; EB9 8trd=o oEEEErrJ
=
tlii:rtl
r!!g
*
U
B
z
Q;3+sll:]
Id
6
i,,.
.,E t-
,i
,frotsc0F4
:d
:d
l{{dtE
-Ud'
tc6.F
\
I
Rocky Mountain Power
Exhibit No. 6 Page 165 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
SCIIEDULE 7.1(c)
CONSENTS
I Receipt of the Transfer Order
Counterparties to the following Appurtenances
a. N/A
Counterparties to the following Use and Possession Agreements
a. State of Oregon as landlord under State Lands Lease for J.C. Boyle Dam (44581-
HY) between the State of Oregon and PacifiCorp, dated JuneZ3,20ll
Counterparties to the following agreements:
a. NMFS-PacifiCorp Implementing Agreement
2.
3
4
296/.599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 166 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
I
2.
3
Rocky Mountain Power
Exhibit No. 6 Page 167 of 186
Case No. PAC-E-21-01
Vvitness: Timothy J. Hemstreet
SCHEDULE 7.1(d)
LITIGATIONS AND PROCEEDINGS
The FERC license transfer application currently pending before FERC;
The FERC license srurender application pending before FERC;
Property Disposition applications before:
o California Public Utility Commission
o Oregon Public Utility Commission
o Wyoming Public Service Commission
o Idaho Public Utility Commission
ODEQ regarding the Klamath Total Maximum Daily Load (TMDL; Multromah County
Case No. 20CY12262)
U.S. Environmental Protection Agency regarding the Klamath River TMDL (Superior
Court of California, Sacramento County Case No. 34-2011-80000769-CU-WM-GDS).
This proceeding is subject to a tolling agreement between PacifiCorp and the U.S.
Department of Justice.
North Coast Regional Water Quality Control Board - California Water Code Section
13267 - Investigative Order Rl-2017-0051 (directed at PacifiCorp and the California
Department of Fish and Wildlife as the owner and operators respectively, of the Iron Gate
Hatchery).
Application to FERC for a new operating license for the Klamath Hydroelectric Project
(P-2082; Submiued in February 2004, formally placed in abeyance by FERC on June 16,
2016).
4
5
6.
7
29@599.20041851 OTH
Rodq Mountain Power
Exhibit No. 6 Page 168 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
fThis Page Intentionally Left Blank]
Rocky Mountain Power
Exhibit No.6 Page 169 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
SCHEDULET.2(c)
OCCUPIED THIRD-PARTY PREMISES AI\D
USE AND POSSESSION AGREEMENTS
PREMISES OWNER RELEVANT
AGREEMENT
PAYMENT/CONSENT
J.C. Boyle
Property (See
agreement for
description)
State of Oregon State of Oregon
Department of State
Lands Lease for J.C
Boyle Dam (44581-
HY) between the
State of Oregon and
PacifiCorp, dated
Jwte23,20ll
Rent payable
Assignable in
accordance with the
KHSA and applicable
Oregon Administrative
Rules
Klamath County
APN 4006-00000-
00400
United States
Bureau ofland
Management
FERC License
Klamath County
APN 4006-00000-
00400
United States
Bureau of Land
Management
FERC License
Siskiyou County
APN 041-030-
260-000
United States
Bureau of Land
Management
FERC License
Siskiyou County
APN 04r-060-
030-000
United States
Bureau ofland
Management
FERC License
Siskiyou County
APN 041-060-
080-000
United States
Bureau of Land
Management
FERC License
Siskiyou County
APN 041-060-
160-000
United States
Bureau of Land
Management
FERC License
2964599.20041851 OTH
Rodv Mountain Power
Exhibit No. 6 Page 170 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
Rocky Mountain Power
Exhibit No. 6 Page 171 of 186
Case No. PAC-E-2'|-01
\Mtness: Timothy J. Hemstreet
SCHEDULE 7.2(d)
APPURTENAI\CES
A.Easements and Rights of Way
California
The following access roads
l.Right of access to copco 1 parcel reserved under deed from The california
oregon Power company to Frank Lathrop, dated August23, r954,recorded in
the records of Siskiyou County on September 8, 1954 at Vol. 336, page 848
Right of access over lands of the United States of America in connection with the
Facilities pursuant to FERC License for Project 2082
11.
Oreqon
The following access roads
1.Easement for lngress and Egress to The california oregon power company,
recorded in the land records of Klamath County, Oregon, on July 18, 1956, in
Book 286, Page 550.
B.
ii. Right of access over lands of the United States of America in connection with the
Facilities pursuant to FERC License for Project 2082
Water Rights
California
i. License 9457
ii. Statements 15374,15375, 15376
iii. s012968
Oreqon
The Oregon water rights used for the Project are assigned to Oregon Water Resources
Department pursuant to the 'oWater Rights Agreement between PacifiCorp and the State
of oregon" (2010), Exhibit I to the Klamath Hydroelectric settlementAgreement
2964599.20041851 OTH
Rocky Mountain Power
Exhibit No. 6 Page 172 of 186
Case No. PAC-E-21-01
Wtness: Timothy J. Hemstreet
C Others
California
i. Access and Easement agreement dated February 13,2017 by County of Siskyou
to PacifiCorp, recorded in the records of Siskiyou County under Recorder's Series
No.2017-001728
29@599.20041851 OTI{
Rocky Mountain Power
Exhibit No. 6 Page 173 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
SCIIEDULET.2(e)
OPERATING PERMITS
[See following pages]
29U599.20041851 OTH
,ol
ot6l<l
to
=ooo&
doo:fi'a
EEoc
o-qrlr9
6
fr{
o
0)
ooce
b0E9=6B
s
frr
=()
o,oo-.()
b0E!)=6B
o
(,
dq)co.9'5
doza
-a$<'tr<9v.9Zlt
oo
Loae
>
d
tL
a
o
o
E
-b-;o5!
-H>trvc
A(J
o
=
AL
b*io3!
-El>ts!e
cau
h>
E6
EEo.iuonE
Eo.FoaOrI
JOoi- ii !l .d c'l
I?BE€gEIg
fl?E EEg:iE,qe5=VtaYo.gF"
;€HECE€HEg2EE EE E.#€.ER
od
_E
o=dY
d-YolJ(,) >
L6zo
x
-cca)
,okvobA
-:or/E
a8.46v>qaao
oo
o&
o
JdEu9
50A9Uoo
€)c
tro
c
xri
E>o=;dgEotr&<
NE >ci A=q*gr;!c!.'6Cdd<
Rs,
N,q=93Er6lcn0Z<
6lal
N
\fc.lN
rfal
c.l
NN
o
oz
o
oz
c..l-tN
c-I
N
a
N
crl
a
6
oco
e)
oe
rd
+
o\
€N
N
Nal
b
(\Ioe-'l
N
(\l
\tN
c\l
t
c-l:\
c.lN
€oc{€Nd
co
ci
ooc\la
o
(\l*a.lN
r-
6I
o\Na
Noa
6l
al
t\
N
Nool
tr
€.fo\
N
z
troA
()\fN
omNO\,rEaz
o:zA'Fb
ooAlr.-
6
r-
ciz
oA
\oo\
c.l
IJ.It-
oz
oA
oo
6alq
IFA
dz
EO
o: ta
oFA(),<o.3Oinz'i
e@'E=tr(oOF
o
aB
B
bo
o0)ob[
htdB9E
€€\op
O
ciz
!oA
r-
N
&
zLot .d
\t€
El
-.1
ool
tr
a-.1oooN
6)
o
J
o.9oA
U
trtrr
fJr
oA
OI
v.dFo
ooa
lqi,:6
OEo4(!trilE.:
v; -tdtroF'X tro9EEE;ts= o6=53B g
c)(Hooo".o!a6rHF6
doFE
-Eofr
iEp!)(Yo'd
UtrA ITI
6)QOoc)s8F6
doEGog
OH
-EuQ€E
q(!trEotror g.l
o
o
o
-' -3trtrh(gila>.>.=oggAEvoFE< rrl
Eo
do
o
; -B''=E
Fdtua>>.:odnES
LC<El
.ts
EoAatqaFrz
oAatuaF.z
o5o3g€6-Q orU>
oc!E.$BE.n>
-O F-
+N-q6
0)
ao,v)Eo
B
o
ooJ
o
A
J
trlot
Ioj
oo
s
6
dv
ooo
A
(€
V
oo
p.
(gtr
adg
ooIA
6v
oooA
rg
(tg
dzooooU
ro
odEo
6
o
o
tr
O-;
o
o
o
()
o
o
o
dEo
<t()
o
N
zoogoO
o
trq
0,
da
o
Eo &&
UE OEo O (J &U o do
F
@
aoc.lo\o\
s6N
Eo)o
o.iHootr.o
U)
EO^Adq6
)u)
B'E
lioEa
gv'otr
th l)€E
EU)t=.90)(d;m
68otr'FO
^t-, rJ
O (!).F()HLEE4At.g€r->ro
iJi (g€BEEIi6(RP-(nMqrE-EOrr 0)
-q .E.E bo:E
EE.E .aoo.85u) r\(B\J
ah
trtrE<Aaboitr,ir1!9 bo
B.eovteO
o .i<L>
-< c)\J CO
$EIg
EEUE
EP:Bie6 E
E 9 R'r=t2o uEEfEur=
F
€
tt
No\
!f€6N
Cg
tr-o
(€
O€
H(tl
trc)o
EoF
tro
f;td
otrcl
cg
oo'akAo
Loo)
o)IEh
(B
g
g
oU
o(oA
C)
BE(D
CB
ooU)a)(o
.t)
tro&
oahv)o
()k
U)(t)(D
lior
gEEg
dEry 9c'ouJFEFai
EP}B?e6 EE9 Btruao a'=o
=o*ELrJ
=
*N
N
ta{
N
!tNqo
\tc..l
ao
at
aa
+
N
e€
sl
Noe+est
6loe
est
Ns!a\t
N
N
aistc{+
(\l
e
c.l
N
e
c.l
N
a
Nq Nq
c.t
c..l
e
c.l
Nq
o
(\l
N
(\l
.I
tl
€)
d
o
c
0xtrI
9lq€
$
$NoN
ta.l
altl
Nq!
a\t
c.l
\tN
e
..1
EE
E OrJ
oOr
..1
E (,o.El
E E I<t
()o
F a
o
obI
p
JI
c)
E
oo
U)
NooP(J
k
aoko
Eoo
dob(
do(o
m
o-;
o
o
dt
bl
E
la
o
o
d
b{
m
o
o
d
\o
bl
ca
o
o
d
ro
EOJ>dot!(,;
io
-e€hEcats
L)!?ECt
h
tro-v>do(€
NOo!
AElatsq8
E6
I€o
oo
o
o
J1
d
(d
o
tr
lq
o&
ao
oca
F;
Ao
t!
tt
F.l
paU
\o
F.l
ooo
trc
6(,oFl
oo
trr
0.)
.o,E
F
ooooO
c)oa6
Elo
o
o
do
o
o
&
o
do
0)
-vooko
adEr
Eo
frr
(,
al
C)ooU
+txL
,<
o
o(,tre\bo.2E8oo()&
NIt
6
X
otro
d!aelb
a)
&8ooOF(
6
H
Ho
oNoo
o
o
ado
o
o
obao
IuNooooQ
o
oo
Eoao
ido
o
oJ
H
ootoao(,o
o
F-F-
$
o\
r-r-
tt
o\
!t
r-o\m
r.l
+
\oo\
J
m
oo
N\o
o\
N€
\o
€co
E
\o
o\CO
E
F-
-J.o\o\\o
$o\
N
o\
rl
Xo\o
F-€
X
X
\o
oo
X
X
@
oo
X
-l'o\N6
No\N
\o
o\tt
o\
o\t
o\
\oN6lo\o\
o\
€)!
z
€)troca
N
o\
\oo
<t
o\6
J
€a,loo
r-
I
o\o\\o a-
r-
&&o &o &o &o
()
cl
(h Q O Q (J (J O O U O U U o &o &o &o &o
Rocky Mountain Porver
Exhibit No.6 Page 176 of 186
Case No. PAC-E-21-01
Wtness: Tlmothy J. Hemstreet
[This Page Intentionally Left Blank]
Rocky Mountain Power
Exhibit No. 6 Page '177 of 186
Case No. PAC-E-21-01
\Mtness: Timothy J. Hemstreet
SCHEDULET.2(f)
SERVICE CONTRACTS
This list of service contracts is valid as of December 15, 2020 and is subject to change as
contracts expire or are added. A variety of serttices may be provided under a Master Services
Agreement (MSA) that are not specified here. Those services are not separate agreements and
are subject to the terms of the MSA. The MSA does not apply to the Facilities following transfer
except as PacifiCorp may electfor its own account under its O&M Agreement with KRRC.
Vendor Service Provided
Basic Laboratory kon Gate HatcheryNPDES monitorins
Bio-Oregon Fish food
Cardno lnc Aquatic services MSA
E&S Environmental Chemistry, Inc.Water quality and monitoring and
evaluation Services MSA
Farmers C onservation Alliance Interim Measure 11 Implementation
Jacobs Engineering, lnc.Air, land, and water permitting and other
technical assistance contract
JR Merit Industrial Contractors General construction MSA
Karuk Tribe Interim Measure 15 Water Quality
Sampling
Klamath Watershed Partnership Interim Measure l1 Implementation
Marquess Engineering MSA
Meridian Environmental Monitoring and evaluation services MSA
Mid Klamath Watershed Council Coho Salmon spawning surveys in
tributaries downstream of kon Gate Dam
National Fish and Wildlife
Foundation
Implementation of Coho Enhancement
Fund per PacifiCorp Habitat Conservation
Plan for Coho Salmon and the Habitat
Conservation Plan for Lost River and
Shorhrose suckers
Pacific States Marine Fisheries
Commission
Constant fractional markingitagging at
Iron Gate Hatchery
Oualitv Water Systems hon Gate Hatchery filtration media
S&B James Construction Company Construction services contract
Skrettine Fish food
The Nature Conservancy Interim Measure 11 Implementation
Trout Unlimited Interim Measure 11 Implementation
Watercourse Engineering, Inc.Environmental monitorine MSA
Weekly Brothers. lnc.General construction MSA
Yurok Tribe Interim Measure 15 Water Quality
Sampling
2964s99.2004r8s1 OTH
Roclry Mountain Polver
Exhibit No.6 Page 178 of 186
Case No. PAC-E-21-01
\Mtnese: Timothy J. Hemstreet
[This Page Intentionally Left Blank]
1
2
Rocky Mountain Power
Exhibit No. 6 Page 179 of 186
Case No. PAC-E-21-01
Witness: Timothy J. Hemstreet
SCHEDULE 7.2(n)
POLE ATTACHMENT AGREEMENTS
Transmission Pole Contact Agreement for Joint Use of Wood Transmission Poles
Between Pacific Power & Light Company and The Pacific Telephone and Telegraph
Company, dated April 12,1977
General Agreement for Joint Use of Wood Transmission Poles Between Pacific Power &
Light company and The Pacific Telephone and Telegraph company, dated April 12,
1977 and stated to expire April 12, 1997 bficontinued by the parties in accordance with
its terms
[See Attached Map and Schedule]
296/.599.2004r8s1 OTr{
ATTACI{MENT TO SCIIEDULE 7.2(n)
POLE ATTACHMENT SCIIEDULE AND MAP
[See Attached Schedule of Locations and Maps]
Rocky Mountain Power
Exhibit No. 6 Page 180 of 186
Case No. PAC-E-21-01
VMtness: Timothy J. Hemstreet
2964599.2004r8s1 orH
ooocoI
F
OUF
F
odF
F
OUF
F
odF
FodF
F
OUF
F
oaF
F
odF
F
OUF
F
OUF
F
OUF
F
OUF
FoaF
F
OUF
ah
-!: o
58
rr)ro
FI
lnro
r-.1
LN(o
F{
LNro
r-.,|
rnro
F.{
tn(oFI
lr)(or.l
rj'l(o
FI
rn(o
F-l
LN(o
FI
l/)(o
!.1
t/)(oFI
IJ1(oFI
rt)roFI
tautG.(16{,
IJo
od.oUo-oU
coooNNo
l-rJln
od.t<iar (J
gEov
82
26u-
6Et<i!U(9-'(,=<xov
6=
26t!r
od,E<iJr U9-'
EA
5=
t^ lY.2ouJ-
oG,t<i!U(9 -'YAoH
62
AH
oe.f<iai U(9 -'(9=<x
b2t^ d.Zou,t r
od.
LL<i!(J(9 -'(9=
EE
52
t^ d.ZoU]
ood. d.
EEl! uJ(,(,(9(,
oo
od.oL)
CLo(J
lJ-t!o
tIJJ
l^(JP{>c.i=
Io&.OvUTxougv\. z
=dXoFII
t!J(9
cid.oUo-oU
rnFloNFl
g-tAGulz3o o o o o o o o o o o o o o o
:fEgo
CL
uoE
IAtLo
E
oost(Drnmq
stOooo<lN\oo
r-lo<trorncncstOO6stN(oo
NoooNt{cncstoo@slN(oo
oor\FlFlcnqsfoooosfN\oo
coor\FlFtcocstooooslN\oo
!-{oNoF.lcnq
<loo6slNroo
oo(OoF{
cr')esloooo<lNroo
FlorooF{rno+ooasfN(oo
oornoFl
CNcstoo@<tc!(oo
ooocoNcOcrrlOooo\lN(oo
No@Orr\rlcrrlooF\stN(oo
(oo@o)r\r{q
l/tooNstN(oo
ooFlr\Nfner/)oooostNroo
oo
r-.,|@N
cOq
t)aooostN(oo
o
E.Ec
ol(,
CLoI
lJ@
LU ft1rf) Nr-,) f\(O Fl
uJ u,)t-!J tol,)cnlrtsl(O rl
NrnrO
O)
LU
lrJlnu)(o
slcnlrlOr
IJJ
IJ.J
t.r)rn(o
lofnlJ)Or
t-rJ
IJ.J
rJ.)rn(o
oornrr')OlIJ
UJr.r)rn(o
lJ.J 6r! o)rn rn|J.)(nl.O Fl
Flsfrno)
lrJ
LUr/lrnro
uJol! lnlJ)lJ)IJ) NtO Fl
l-rJ olrJ tOr4 (O
lJ) F{(,O Fl
IJJ NL! (nrn (o
lJ) FltO e{
l! (olrJ ft1rn (o
l.f) Fl(O Fl
l! o)uJ (OlJ)cnln<t(O Fl
u ct)uJ (olnroLn rirO Fl
jith
Evltrr!
inh0tro
CLo
E
rllnOlNNcl
NNr-l
roNrJtNr\N
c.jNrl
rnN(or\rf)eNNr-l
r/)r.lmOlLneNNel
(Y)roNorocrl
NNFl
NF{r\or.o
cf'!
NNFl
O)OtN
F{(O
crl
NNel
t-looo
F{(o
rr'!
NNFl
NostNro
C'?
NNFl
r\anrn(n+nNNFl
rl<f(Y')
-,1staNNr-l
rrlrlNrl<ta6lNFl
NNrnr/)<ln(\6lt-lI
sft<t<l+nNNF.{
5
o
Itto
E
fOm<to!(o
Or.jst
N@Nco(oo)
Fl<t
(^omrnLnNol
rl+
NNO)cnNo)
r-lsf
@(n(ofnNo)
r-.,|sl
r\NO)NF\ol
Fl+
rnOrOc\No)
Fl+
00rooNNq
Fl+
(nNoF\o)
F{sf
(no(or.l(oo)
ri<l
ooNoCnO)
=i$
NNo(n
O)..isl
rnoocnro
Crr.j<t
coNr{sl(O
o)
r{+
Fl N cn st lJ)(o r\oo Or oFl rlFl (\
Fl cnFl sf
F{
F
.+
N
a*€
d
?lol
EIc)Iol,ll
EI
EI
EIol
EI
6I
6nlrl
flEIilil
EI0)l
6lal
gEFE8rilE.s:+ Eg:or
5 H,tr;.
=d-9S?e6EE2Ei
EErrJ
=
F
@
$
qo\o\
3o\ol
ln(o
F{
oG,o(J
CLoU
lJ1F.loN
F{
o
FIoFIooNCr)q
lJ1oo@sfN(Do
LrJ NuJ (ot) toln FlrO t{
Nr\(n<fnNN
I
(oqr
c1(nroo)
F{+
lnFl
F
odFbEsE
FENE.E$+ E-g=qr
5 stl
=d oE?e; EE9 *i=uao u'=o
fiEuJ=
F
oUF
FdF
FdF
F
oUF
FodF
FdF
F
oUF
F
odF
F
oUF dF
FodF
Fdt-
In(o
F{
lnr.o rn(o
Fl
lJ1(o
c{
!n(o
F.l
lnro
Fl
lJ')(or'{
rnro
F{
!n(o
F{
l1)r.o
F{
rOr\o L(o
!'l
G
IJ.J6aKH-!z6?d-= e,toco (J,o-=o=nzxoo
co)V,oaE(J8xA6-Hdl+vcoaPZUlxGa-
=ooN-(J
oUo-o(Jzo
&.
UJ
IlJ^EU-4a.Y
]lJozd.
lJ-t!o
LrJ(9^<ur)-tJ ,h>=Ecikd(90
-(JoxgU
ont<i!U(9 -'(,=
EE
B=AG,2oIJI
e8
UJegz<<J;8iE?.1 (J
?..|1+oUo-oU
@fUI
Ho6'6+s
-xLuz .--958
EE="EE6(J<L^J-rYoX= -or =->Pfi63e5
lUJI
ciG,o(J
CLoUl,rFloN
F{
odoUo-oU
lJ-lJ-o
ElrJ--L)H>e.i=
Joo!(Jt1
co6&,
ElrJ(,(9
o
oG.t<irU(9.)(,=<xoY62
d.2olrJ J-
oooooooooooo
F{o
FF
F{elJ)oor\stNrc)o
tJ.)o
Fl
Flmq
<fooco+N(oo
F.lolo00N!'{ernoor\sfNroo
oo(n(o
OrNq
sfooa<fN(oo
Flo<foC'Ioq
rnooF<fN(oo
(noooqioq
rnooN<fNloo
eo(o
O)ro(nq
lrloo6<lN(oo
F{oNo)qrNq+oo6tN(oo
Flo(o
(}1qlNesfoooo+N(oo
Not'l@N(nq
l,oo€sfN(oo
dFl6OlNFlq
lr)ooF+N(oo
F{o!no)ro(nqtloo00slNroo
rJ1orrt<f
EIIJlnrnr.o
l! 66uJ rnIJ)Ntn(o(O t-'l
uJ 19IJNrn6rnN(g Fl
N(nrnorIJ
UJlr)!nrO
UJNuJ (O!n (o
lj'l !'{lO r'{
uJol! rrll,)(nln(r1lG, Fl
r-rJ @u,J +rJ.) OlJ)0(O Fl
uJ <.uJ rJ)rr1 OlnttO F{
uJ <.IJ.J NrnNln (o(D Fl
l! 19uJ rnlnro!nNlO F{
(ntlno!
IJ.J
UJ!nlr')ro
lJ F{uJ (Ot/) tolrl F{(od
O'l(n
?..|ro(naNN
F{
(nlnorsf+aNNFl
HFlFlo(o
c{'!
NNr-l
<fN00(n++
FiN
m(o(ncNN!''lI
(ofi)ooql(nn(\NFl
Nr\6o)(r1nNNFl
roooN(o
cr')
NN
F{I
(n
?.{fnan(o
fv)
NN
(r1gr6sfNneNNe{
o)Frf,rnst<l
c.iN
F{
(norNN
+
F,iN
F{
rnctrFl@No)
dtf
(n(n
rOFo'l
Flsf
rO+oNNOl.j+
r\o!'{@ol
e{
FlNqlofool
Fl+
elr\roN(O
O).i<t
(o
Fl(ool\O).isl
sf
Nt'lFO).j+
Nrolooooo)
F{<f
FlNN
!'{00o')
Fl+
Nct)@
(o
Or..i<f
r{F\<to)NO).i<l
rgN NNstNrnNr{N NN CONN00F.l
q)oNro
F{
F
€
!
.lo\Oi+Eo,N
F
OUFgEFE
SrNE
EESE
EPEB
P96Ee: E;EfiECx=rrr
=
lrJUd.!z
oE,oUo-o(J
IIlJ-o
d.IJ
IU
Io
=I
UJoo
Lu
l!z
o
FloNorNF{q
l/)oor\t+Nroo
lnr.o
F{
r! <.UJ fr1rJt (oln Fl(O F.l
No)ct)N+nNNFl
@(olrlooNo)
+
€N
Eo-cFJ(JsdgFaLiJ<o-<
T'o=FJ L)gdoUgFCLir<o-<
E'0,E,FJ C,EXs<o-<
'oo
FJ(Jgdodg
FCLiJ<o-<
!o
gUodg
FO-iJ<o-<
E'o
gUoUg
FO-iJ<o-<
E'o.-chJ ()
EEE<o-<
t,o
FJ(JgdoUgFO-iJ<o-<
Eo
F-J(JEXs<o-<
E'o.-cF-J(JSodgFCLir<o-<
(oro!'i
(oro (o(o roro
Fl
(oror{
(oro
F{
(o(o
F{
roroFl
(oro
F{
(o(o
a:UHEL^8Y
E85
5sEburonro-2
tUJ(9
rn(nNFlNOe- d,O:zu(J?=l! vlst co
dozNOci9
5E9oo!!68dYNflntFZ
H39
zo&.
IIoozuJ^
- lltsez-JSZJJi_,z<o(,
zo&,
ILoozIJ.J ^-t!<iirJ :=
1
-rYJ-t
-1!z<o(!)
zoG,
troozlJ^
- tlt<;;uJ=z-JY
T lA,z<o(,
zog
l,LoozIJ.J ^- lt)
ft(,z
-l szJJ
-LUz<o(9
zo&.
lJ-oozu^
- lllfiez-JYJJ
-LUz<o(,
zoE,
t!oozlr., ^-ut<;;r!=z-J!a
z<o(,
II II L II II IT lJ-t!l!l!
o+<f(o
lJ')(Oq
<loo6+Nroo
Nr+oo(o(no+oo€r+Nr.oo
osfoFl(o
ft1q+oooo<fNrOo
o+IJ1slln(nq
<loooo+Nroo
E{sfooo(n(nq
L.oooosfN(oo
N<f@o(nfnq
rJ)oo00tN(oo
oslr\o(n(r.)qlrtoooosfNroo
osfroo(r')(nqlnoo00sfNroo
osflr)o(nft1q
rr)oooostN(oo
o<frno(n(nqlrloooo+N(oo
rn
@r{IJ
trJt'lt/)roF
utI
UJNrr) ;{1.r)\-(o 1/)
u$
lJ.J iir..! ;{U) \-roln
ulFuJol,.) rrru)m(oN
l! F{|,)rnt/) o)(O F{
lJ.J Ftr.t OttrJ)|,.lq)(g F{
IJFuJ glln<ftto)(O t-{
IJFrJ@rJ) sfrJ) ot(O F{
lJ.J Ft!NtJ) +u1 cntO F{
lJ.l FU.J INln<frn o1(D F{
ororNr\N
c.iNF{I
o)(O
Ch(n(oN
c.,iNFl
(nfnNNroN..iNFlI
(}1
oofi1roNc!
NN
(o
@o)(naNN
F{
<f<lNo+nNNFl
NosfnNNr{I
rJ)sf
F{o+nNNr.l
(n
@oosfst
c.jN
Nor
CN
o1(r1INNFl
(noNo)roO).jsf
ctrm(r1
(Y)roq
F{<f
@@rj't(O(o
o'!
Flsf
F\O)@oNo)
r-l+
FlF\FlrnNor..i+
@(oF\NNo)
sf
t/)
F{(odNo).isf
rnr\r'{oNo)
Fl+
No
@(ool.i+
Flo(f)roroq
t
O)N oft1 F{fr1 N
CN mrn <f(n lnrn (o
(Y)N(o €(n
F
€
+
..t
o\
\6o\c.l
!z)
lfJF
(,
t!
o<fNo(n(r1qInoo€<fNroo
trt p.lJ sflJ1<frn grrod
F(r')orOt(naNN
sfr\€+(o
o_\
FI+
Or.r1
Eo
FJU06oagFcLiJ<o-<
(o(o
Fl
zo&,
LLoozt!G
UJzJ
=Izo
PE!EdEq,r I
EEUESstl
=d o€re; E5 9 8trEZo u'=ov_oEErrJ B
E'o=F-lqrddgFO-iJ<4<
E'(u
!FJ(JoUoUgF6-iJ<o<
E'o,-cFJlJoUoUgl- EL iJ<o-<
Eo=FJ(,,06oUgFCLP<o-<
E
OJ
l-J9doUgFO-iJ<4<
E'o,EF-l crddgFO-iJ<4<
Eo
FJ(.'ddgFCLP<r<
Eo-c
oUoUgF cL ,ir<o-<
E'o
FJtJoddgFcLiJ<o-<
Eo,
FJ(JdodgFCLP<4<
(oro
Fl
(O(o
e{
roro
F{
(oro
F.l
roro
F.l
rO(o
Fl
(o(o
Fl
(O(o
Fl
rolorO(o
Fl
oGoL) trlcL=O(9(J<
8E
N3
IJ
I
>z
lrJF
(,
zo&,
l!oozlr,lF
cido(Jo-oLJ
e3Lr.t Fd
6 EEz -1ao4iZEEoIaE5t1doeoQ-7-168 =d.=1\)!)SYSBKz_l-(.)(,
?p9va!2
-I
BHg.z'4J=Oo(,d<<osED99anr2
UJszs
UJF
(9zo4
t!o
VI
lJ,J Oe{d
Iod.
lrt
=<ofuod5aooL d,A cCl
Y=oo(J:tr
zoG,
(9oozlJAv tr.l3dz-J!ZJJ
-Uz<o(,
t!t!trlJ-l!Ll!l!l!
osfcr)rotJ)(Oq
<toooo<fN(oo
o<lFlN(o(r1q
<toooo+N(oo
Fl<fo
ro
(r')q
stoooo<lN(oo
o+01
(r1(r1q
rJ1oo@<lN(oo
o<t6oanCNct,)oo@<tN(oo
ostoNromq
<toooo<fN(oo
F.l+oN(o(nq+oooOsfN(oo
o<fN
O)N(nqlnoo00+Nroo
osfF.looNcoq
rnoo@<fN(oo
FlslNo(r1(nq
rJ1oo@<fN(oo
t!puJ (OrnNl,l N(oN
NFl6
IJ.J
|lJlnlr)(oF
l! ;-r-rJ (t1tn u)t.rt or(O r{
INrn(,1
F{
LIJ
lJ.l
rr..|rn(oF
(n
NNN
IJ.J
IJlJ1lnr.o l-
HE3;
IN<lct)Ft
UJ
IJ!nrjlroF
lup
lJ t-{rjl +lno)(O F{
tr.l pt! <trnNIJ)NroN
l! p-uJ (n!n <lln o)(O F{
6oNorrf!e!
NN!'l
(or\r'{Nr\N
c.,iNFl
(OsfNg)(nnNN
F{
(o
=f6?.|(o
c.{
NN
F{
@oo€(nnNNFl
rJ)orNslnNN
?..|I
rr)@+o(o..{
NNFl
t'l<lFlF.lroN.,iN-l
lJ1OrNosfaNN
OlNr\
<t<l
F,iN!'l
ororN@(o
o'l.i<f
N@(rlr\o]
F.l+
(n
FlF+(o
o)
elrf
(nl,N(r1rool
Fl+
@!'{FltlNo)
Flsf
FNcO(oo)
Flt
sl<lNsfro
o-l
Flst
ogr(O(oq
rit
rrl+rnsf(oq)
r''lt
Nt(n<t(ool
r-l+
00+01+Nstslstln<t
(osfFl<t N+(no<f
F
€
!
clo\o\
3o\N
Eo
FJ(JEEg<o-<
(o
r.o
FI
gEFE
SrEE
EEUE
EFIEP96EEZEi
'=6EPx.=r!=
od.o(Jo-oU
@oor\No
]J.J+
ood
EEE=3ao=ar+.:ood 6A.FCc{.9€E.a
=oE=Pg,E.EE
E'.EH(JE:
='[aEei5E€46.-()CLXIEL:-6-.H99'Uqir3-Eo,,(J
E#H(!q(!F:- qoUs=-kEE ZP-c(!lEoC'-c'(!cPPLpE-6-r 29oU EFCLL-t-rr
oUdodFFF
=:3
II
c'{
=tsfrortt(Oq
sfoo@sfNroo
(}1
F{oo
F{
l!ujr..tl/',(oF
Nstrr)NN...|
NN
F{
@r\ol@@
o_\
Fl<l rio
ozoln
1'o
!FJogdoUS
FO-iJ<o-<
E'o
FJ(JSoUgFO-iJ<o-<
Eo-cFJlJSoUgFaLiJ<o-<
zt(u
!FJUEEg<o-<
Lt/loUE
FL<g
Lt/}oUEFL<g
Lt^
OUE
<g
LutodE
<g
LooUEFL<g
LodEE!<g
tt/.}06E
<g
(D(o (o(o
F.l
(o(or{
(o(o
Fl ro
F{
NroH
N(ori
N(or''l
r\(o
F{
(O N(o
F{
zoc.
lJ-oozIJ.J ^-t!ftez-JSZ
-tJ
-LUz<o(,
FlrtFlo'oG, G,oo(JUo- cL88
sl qt l!oofNNlnNN=qs=
t! \JdcL>
ota d.EO
PEouUoon8xFNE
33E
lrJ CL \,'
-r-lE
oeE(J
Ov'
gE
O2gE
c{-
F{oL)o-o(J
jo<d(Jo\,UA
,-r L)ugo>o=96N-
t!II lJ-II o o o o o o o
o
=fsto(n(nq
|J)oooostNroo
osl(n
F\t)
cOq
sfooosfNr.oo
Flsfoo(o(no+oo@sfN(oo
Fl<rlr)lntnrnqsloo00+N(oo
or.ot(nq)(\Iqsloo6sfN(oo
r''lrosf(r1q)Nq
<foooostN(oo
ororo(nglNq
sfoo@stN(oo
o(oNt}1qrNq
<loooo<lNroo
(n
rONmorNe<foooo<tNroo
o(ooooromq
rr)oo@stN(oo
|rJFlJ (orJ) sfrjt or(O Ff
Fl
oo
F{t!
|rJrnrnroF
uSuJ r\ro:{rn \.(c, rrt
(o
Fl
00Fl
l!
tJ.tr/ttnr.o F
oo(n F.tO68qrox(o r\
oo
ft1 F{Qoo6oo <-(ox(o(o
oo(n F{QoHq.(ox(oln
oo
m853QtoN
oo
mAX
3el&, F{
o
e.<f-{-ac;cp6ro <.(o u)
oo
NOaOH3Q(^o r\t
NfnoosfaNN
F{
(omNt-{
c.J
NN
F{
ooOrol(nroN..jNr{
(D
r\(nF\N
FiNr'{
F{ro
r\ft1eNN
rjlctroorO(neNNFl
6oor(o
(Y1cNN
r.r)
ct')
ro(neNNFi
orsforo(r1(n
..,iNFl
cno(ooro(n
r".,iNFl
ooln(o(oroeNNF{
@olJ.)NrOO).j<f
(o(Y)(oFroo)
F{sf
Ol(o+(nrool
F{<f
Nooorgrroo'!
F{st
orqr(o(O@or.j+
N
F{ocn@ol
F{sf
(oo<fN00ol
Flsf
OlNrooooor
=j<f
t)o)No@O).isl
la€r\or\O)
=i<f
Orrrlro(\(o
o'!
<f
F{rn Ntl (n
lr..|+rJ)rn
t/"t
(oln r\1r}@L olIn or.o !'{(o
o
E .iE I
P;+pt*
E arH sEEEE)Er6-afiriEa= EFIEE:r :FE#s-i HB*UE.E6-pF E ooEEriE
tEcH#*
Er,sHrE
TBg.gEE6 c 9aiE'EagEi &fii E* EEE.gE€a3EH
,,.,:"i E;E{ft;
#"-.8s{!t
Hir,gHH3i5'O:d5zzE
:i{'
t.
\at'
- "! rt'
, r.l'
q-
3
e
{)
1:6
.\:it
*
s
!.. .
,a*
-i
;,
iiiiliiillili
tUI
B
[[i
gE
Ir.T
HgY
z
EIz
7
e
Il
u
EI
ig;
f,Edt.,-:iI:E
Eil€
aa
o
Hfi.:J .= rrl
sEEP6H-S
ztoTL
o
rEi 4o
;Eg[-rE tsA!r t:!.c 6
stE
EEE
EF"
BiIg:d+ E.g:Q-Estl
=do5g;EE
ct2o.a
-EBEElx=