20230209Application(Redacted).pdf

1407 W. North Temple, Suite 330
Salt Lake City, UT 84116
February 9, 2023
VIA ELECTRONIC DELIVERY

Jan Noriyuki Commission Secretary Idaho Public Utilities Commission 11331 W Chinden Blvd
Building 8 Suite 201A
Boise, ID 83714 Re: CASE NO. PAC-E-23-02

IN THE MATTER OF THE APPLICATION FOR APPROVAL OF THE ASSET
TRANSFER AGREEMENT BETWEEN ROCKY MOUNTAIN POWER AND THE
CITY OF IDAHO FALLS – BELLIN ROAD

Dear Ms. Noriyuki:

Enclosed for electronic filing in the above-mentioned matter are Rocky Mountain Power’s and the city of Idaho Fall’s Joint Application for approval of the asset purchase agreement and transfer of electric service for the customer as described in this Application. Informal inquiries related to this Application should be directed to Mark Alder, Idaho Regulatory Affairs Manager,
at [phone].
Very truly yours,

Joelle Steward Senior Vice-President of Regulation and Customer Solutions Enclosures

RECEIVED
Thursday, February 9, 2023 12:32:03 PM
IDAHO PUBLIC
UTILITIES COMMISSION

APPLICATION OF Page 1 ROCKY MOUNTAIN POWER
Joe Dallas (ISB# 10330) PacifiCorp, Senior Attorney 825 NE Multnomah Street, Suite 2000
Portland, OR 97232 Email: [e-mail] Attorney for Rocky Mountain Power
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION

IN THE MATTER OF THE APPLICATION
FOR APPROVAL OF THE ASSET
TRANSFER AGREEMENT BETWEEN
ROCKY MOUNTAIN POWER AND THE
CITY OF IDAHO FALLS – BELLIN ROAD
)
)
) APPLICATION OF
) ROCKY MOUNTAIN POWER
)
)

Rocky Mountain Power, a division of PacifiCorp (the “Company”), pursuant to
provisions of the Electric Stabilization Act, I.C. § 61-332, et. seq., and I.C. § 61-328, hereby
files application with the Idaho Public Utilities Commission (“Commission”) for approval of
the Asset Transfer Agreement (“Agreement”) between Rocky Mountain Power and the City of
Idaho Falls (“City”). This Agreement provides for the City to purchase certain electric facilities
currently owned and used by the Company to supply electric service to a customer (“the
Customer”) as more particularly described in the Agreement file concurrently with this
Application. In support of this Application, Rocky Mountain Power states as follows:
1. Rocky Mountain Power, a division of PacifiCorp, an Oregon corporation,
located at 1407 West North Temple, Salt Lake City, Utah 84116, is authorized to do and is
doing business in the State of Idaho. The Company provides retail electric service to
approximately 88,000 customers in the state and is subject to the jurisdiction of the
Commission. The Company’s retail certificated service territory encompasses portions of
Fremont, Madison, Teton, Clark, Jefferson, Lemhi, Oneida, Bannock, Franklin, Caribou,
RECEIVED
Thursday, February 9, 2023 12:34:14 PM
IDAHO PUBLIC
UTILITIES COMMISSION

APPLICATION OF Page 2 ROCKY MOUNTAIN POWER
Butte, Bingham, Bear Lake and Bonneville counties. Rocky Mountain Power is a public utility
in the state pursuant to Idaho Code § 61-129.
2. The city of Idaho Falls, which is located in Bonneville County, owns and
operates an electric power system within the municipal boundaries of the city for the
convenience of its citizens. The Company is transferring service and facilities to the City and
the City has a bona-fide intent and financial ability to provide service to the Customer being
transferred. The City’s municipal service territory is surrounded by Rocky Mountain Power’s
service territory. The Company currently provides electric service to customers located within
the boundaries of the City, and the City provides service to customers within the Company’s
service territory.
I. BACKGROUND
3. On October 9, 2017, Rocky Mountain Power and the City entered into a Service
Allocation Agreement to reduce duplication of service and promote stability in their respective
service areas. The Service Allocation Agreement was approved by the Commission on
December 5, 2017.1
4. The Service Allocation Agreement specifies that existing customers as of the
date of the agreement would continue to be served by their current electric supplier irrespective
of service territory boundaries.
5. The Service Allocation Agreement provides for the transfer of a customer’s
electric service from one utility to the other as long as the acquiring utility agrees to pay the
utility currently providing service just compensation for lost revenues and the distribution
1 In the Matter of the Join Application of the City of Idaho Falls and Rocky Mountain Power for Approval of a
Service Allocation Agreement, Case No. PAC-E-17-12, Order No. 33943 (December 5, 2017).

APPLICATION OF Page 3 ROCKY MOUNTAIN POWER
facilities used to serve that customer. The Company and the City agreed that just compensation
for lost revenues would be an amount equal to 167 percent of the total of the respective
customer’s electric bills from the prior twelve-month period of service. In addition, the
acquiring utility would purchase the poles, wires, cross arms, insulators, guys and other
facilities no longer needed or required by the other utility to service that customer.
6. The Customer has requested that their electric service be transferred to the City
and the Customer has been notified by the Company that it has entered into the Agreement to
transfer service. The Company and the City have agreed to transfer electric service and the
City has agreed to purchase the facilities described in Exhibit A of the Agreement, provided as
Confidential Attachment No. 1 to the Application.
7. The transaction complies with Idaho Code § 61-328. Specifically, it is in the
public interest because it reduces duplication of services by the City purchasing the Company’s
distribution facilities used to serve the Customer. Further, the Company will transfer service
to the City and will be adequately compensated for the assets used to serve the Customer
preventing any increase in costs or rates for service to remaining customers. The Customer has
also requested that service be transfer to the City and the City has the intent and financial ability
to provide service to the Customer.
II. REQUEST FOR SERVICE AREA EXEMPTION
8. Rocky Mountain Power and the city of Idaho Falls hereby jointly petition the
Commission for approval of the Asset Transfer Agreement, provided as Confidential
Attachment No. 1, and transfer of electric service, wherein Idaho Falls agrees to serve the load
of the Customer and pay the Company for the assets transferred, as well as the revenue
reimbursement, legal and transaction costs.

APPLICATION OF Page 4 ROCKY MOUNTAIN POWER
III. CONFIDENTIAL INFORMATION
This filing, specifically the Asset Transfer Agreement, labeled as Confidential
Attachment 1, includes confidential information related to the Customer exempt from public
review under Idaho Code §§ 74-104–109 and Idaho Public Utilities Commission’s Rule of
Procedure 67.
IV. COMMUNICATION
9. Communications regarding this Application should be addressed to:
If to Rocky Mountain Power:
Mark Alder Joe Dallas 1407 W. North Temple, Suite 330
Salt Lake City, Utah 84116 Telephone: [phone] Email: [e-mail] [e-mail] If to the City of Idaho Falls:
Idaho Falls City Power Bear Prairie 140 South Capital Avenue
Box 50220
Idaho Falls, Idaho 83405 In addition, the Company respectfully requests that all data requests regarding this matter be
addressed to one or more of the following:
By e-mail (preferred) [e-mail]
By regular mail Data Request Response Center PacifiCorp
825 NE Multnomah, Suite 2000
Portland, OR 97232

APPLICATION OF Page 5 ROCKY MOUNTAIN POWER
V. MODIFIED PROCEDURE
10. Rocky Mountain Power believes that a hearing is not necessary to consider the
issues presented herein and respectfully requests that this Application be processed under
Modified Procedure, i.e., by written submissions rather than by hearing, in accordance with
Idaho Public Utilities Commission Rules of Procedure 201 – 204.
VI. CONCLUSION
WHEREFORE, Rocky Mountain Power and the city of Idaho Falls respectfully request
that the Commission: 1) issue an order authorizing this Application to be processed under
Modified Procedure; 2) issue a final order approving the Asset Transfer Agreement; and 3)
authorize the transfer of electric service for the Customer from Rocky Mountain Power to the
city of Idaho Falls.
DATED this 9th day of February 2023.

Respectfully submitted,
By _______________________________

Joe Dallas Attorney for Rocky Mountain Power

REDACTED
ASSET TRANSFER AGREEMENT
BETWEEN
ROCKY MOUNTAIN POWER
AND
CITY OF IDAHO FALLS, IDAHO
This Asset Transfer Agreement (the "Agreement"), dated this __ day of
January 2023, is between City ofldaho Falls, Idaho, a municipal corporation of the State of
Idaho d/b/a Idaho Falls Power ("City''); and PacifiCorp, an Oregon coiporation, d/b/a in Idaho as
Rocky Mountain Power ("Rocky Mountain Power"). Rocky Mountain Power and City are
sometimes referred to collectively as "Parties" and individually as "Party."
WHEREAS, Rocky Mountain Power owns certain distribution assets located on or near
, and more particularly described in Exhibit A to this
Agreement ("Assets"); and
WHEREAS, City has agreed to purchase the Assets from Rocky Mountain Power and
Rocky Mountain Power hereby agrees to sell the Assets to City in accordance with and subject to
all of the terms and conditions of sale as expressed herein, and in accordance with the Seivice
Allocation Agreement entered into by Rocky Mountain Power and City, dated October 9,
2017, which was approved by the Idaho Public Utilities Commission on December 5, 2017; and
WHEREAS, City has agreed to serve the customers after purchasing the facilities
currently serving these customers, in accordance with and subject to all of the terms and
conditions of sale as expressed herein.
NOW, THEREFORE, for and in consideration of the mutual promises and
covenants and conditions set forth in this Agreement, the sufficiency of which is hereby mutually
acknowledged and accepted, the Parties hereto agree as follows:
1. Definitions.
For purposes of this Agreement, the following terms used herein but not otherwise
defined herein shall have the following meaning when used with initial capitalization, whether
singular or plural:
1.01 "Assets" means those facilities currently owned by Rocky Mountain Power, as
described in Exhibit A.
1.02 "Commission" means the Idaho Public Utilities Commission.
1.03 ''Transferred Customers" means the Customers that will be transferred to Idaho
Falls Power as a result of this transaction and whose meter number is 344552420.
1.04 ''Transfer Date" means the date upon which all of the Transferred Customers shall
become the customers of Idaho Falls Power. The Transfer Date shall be agreed to in writing by
Idaho Falls City
Asset Purchase Agreement
Page I oflO
4. Representations and Warranties of Rocky Mountain Power.
Rocky Mountain Power represents and warrants as follows:
4.01 Organization and Powers of Rockv Mountain Power. Rocky Mountain Power is
an Oregon corporation, duly organized and validly existing under the laws of the State of
Oregon, and is duly qualified to do business in the State ofldaho. Rocky Mountain Power has
all requisite power and authority to provide electric service to the Assets.
4.02 Authority Relative to A greement: Governmental Authorization. Rocky Mountain
Power has the power and authority to execute and deliver this Agreement and to consummate the
transactions contemplated hereby. This Agreement has been duly and validly authorized and
constitutes the valid and binding obligation of Rocky Mountain Power enforceable in accordance
with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of creditors' rights
generally and except that the availability of the equitable remedies of specific performance and
injwictive relief are subject to the discretion of the court before which any proceeding may be
brought. No declaration, filing or registration with, or notice to, or authorization, consent or
approval of, any governmental or regulatory body or authority is necessary for the execution and
delivery of this Agreement by Rocky Mountain Power or the consummation by Rocky Mountain
Power of the transactions contemplated by this Agreement, provided that Rocky Mountain
Power makes no representation or warranty with respect to approvals which may be required
from the Idaho Public Utilities Commission or the Federal Energy Regulatory Commission.
4.03 Non-Contravention: Approvals. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate, conflict with or
result in a breach of any provision of, or constitute a default under, or result in the termination of
any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation
or agreement of any kind to which Rocky Mountain Power is now a Party or by which any of its
assets may be bound or affected.
5. Representations and Warranties of City.
City represents and warrants as follows:
5.01 Organization and Powers of Citv. City is duly qualified to do business in the
State of Idaho. City has all requisite power and authority provide service to the Transferred
Customers.
5.02 Authority Relative to A greement: Governmental Authorization. City has the
power and authority to execute and deliver this Agreement and to consummate the transactions
contemplated hereby. This Agreement has been duly and validly authorized and constitutes the
valid and binding obligation of City enforceable in accordance with its terms, except as
enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium
or similar laws affecting the enforcement of creditors' rights generally and except that the
availability of the equitable remedies of specific performance and injunctive relief are subject to
the discretion of the court before which any proceeding may be brought. No declaration, filing
or registration with, or notice to, or authorization, consent or approval of, any governmental or
Idaho Falls City
Asset Purchase Agreement
Page 3ofl0
regulatory body or authority is necessary for the execution and delivery of this Agreement by
City.
5.03 Non-Contravention: A pprovals. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby will not violate, conflict with or
result in a breach of any provision of, or constitute a default under, or result in the tennination of
any note, bond, mortgage, indenture, deed of trust, contract, lease or other instrument, obligation
or agreement of any kind to which City is now a Party or by which any of its assets may be
bound or affected.
6. Covenants of Rocky Mountain Power.
Rocky Mountain Power covenants and agrees as follows:
6.01 Conduct of Business. Rocky Mountain Power shall provide service to the
Transferred Customers for the time periods set forth in Section 3 of this Agreement in
accordance with its past practices and shall engage in no material transactions relating to the
Transferred Customers out of the ordinary course of business, including entering into any
contract or financing arrangement that limits Rocky Mountain Power's ability to transfer the
Transferred Customers to City.
6.02 Reasonable Efforts. Subject to the terms of this Agreement and fiduciary
obligations under applicable law, Rocky Mountain Power shall use commercially reasonable
efforts to effectuate the transactions contemplated by this Agreement and to fulfill all of the
conditions of the Parties' obligations under this Agreement and shall do all such acts and things
as reasonably may be required to carry out Rocky Mountain Power's obligations hereunder and
to complete the transaction contemplated by this Agreement.
6.03 Notification. Rocky Mountain Power will give City prompt written notice of any
event, condition or fact arising prior to the Transfer Date that would cause any of its
representations and warranties in this Agreement to be untrue in any material respect.
7. Covenants of City.
City covenants and agrees as follows:
7.01 Reasonable Efforts. Subject to the terms of this Agreement and fiduciary
obligations under applicable law, City shall use commercially reasonable efforts to effectuate the
transactions contemplated by this Agreement and to fulfi.11 all of the conditions of the Parties'
obligations under this Agreement and shall do all such acts and things as reasonably may be
required to carry out City's obligations hereunder and to complete the transaction contemplated
by this Agreement.
7.02 Notification. City will give Rocky Mountain Power prompt written notice of any
event, condition or fact arising prior to the Transfer Date that would cause any of its
representations and warranties in this Agreement to be untrue in any material respect.
Idaho Falls City
Asset Purchase Agreement
Page4ofl0
7.03 Indemnity. City shall defend, indemnify, and hold harmless Rocky Mountain
Power, its officers, directors, employees, and agents, from and against any and all liability, loss,
damage, claims, suit or cause of action arising out of or relating to City's service to the
Transferred Customers. This obligation shall survive the termination of this Agreement and
completion of the transactions contemplated by this Agreement.
7 .04 Rights-of-way. Prior to the Transfer Date, City shall independently obtain at
City's own expense, all easements or other real property rights, licenses or permissions, ("rights­
of-way") necessary for City to lawfully serve the Transferred Customers.
8. Conditions Precedent: Bill of Sale.
All of the obligations of Rocky Mountain Power under this Agreement are subject to the
fulfillment, prior to and upon the Transfer Date, of each of the following conditions:
8.01 Representations. Warranties and Covenants of City. All representations and
warranties made in this Agreement by City shall be true and correct in all material respects as of
the Transfer Date as fully as though such representations and warranties had been made on and
as of the Transfer Date, and as of the Transfer Date, City shall have complied in all material
respects with all covenants made by it in this Agreement.
8.02 Litigation. At the Transfer Date, there shall not be in effect any order, decree, or
injunction of a court of competent jurisdiction restraining, enjoining, or prohibiting the
consummation of the transactions contemplated by this Agreement ( each Party hereby agreeing
to use its reasonable efforts, including reasonable appeals to higher courts, to have any such
order, decree or injunction set aside or lifted), and no action shall have been taken, and no
statute, rule, or regulation shall have been enacted, by any state or federal government or
governmental agency in the United States which would prevent the consummation of such
transactions.
9. Survival of Representations and Warranties.
All representations and warranties of the Parties, and all liability therefor, shall survive
for a period of one year past the Transfer Date, at which time the obligations under this
agreement shall cease and expire. Notwithstanding the forgoing, obligations under Section 7.04
of this Agreement shall continue indefinitely.
10. Termination.
10.01 Termination. Tiris Agreement may be terminated and abandoned at any time
prior to the Transfer Date if:
(a) The Parties agree in writing to terminate this Agreement by mutual consent; or
(b) City delivers a written notice to Rocky Mountain Power to the effect that
Rocky Mountain Power has defaulted in a material respect under one or more of its covenants
and agreements contained herein (which shall be specified in detail in such notice), and such
condition or conditions have not been satisfied or such default or defaults have not been
Idaho Falls City
Asset Purchase Agreement
Page5ofl0
remedied ( or waived by City) within thirty (30) days after the date such notice is delivered by
City to Rocky Mountain Power; or
(c) Rocky Mountain Power delivers a written notice to City to the effect that City
has defaulted in a material respect under one or more of its covenants and agreements contained
herein (which shall be specified in detail in such notice), and such condition or conditions have
not been satisfied or such default or defaults have not been remedied ( or waived by Rocky
Mountain Power) within thirty (30) days after the date such notice is delivered by Rocky
Mountain Power to City; or
( d) The Transfer Date has not occurred on or before January 31, 2023 or such
later date to which the term of this Agreement may be extended pursuant to mutual agreement of
the Parties, provided that one of the Parties gives notice to the other so terminating this
Agreement and that the Party seeking such termination has not defaulted in a manner responsible
for delaying the Transfer Date past Apri~ 30, 2023.
10.02 Effect of Termination. Except where specific terms and conditions of this
Agreement provide that such terms and conditions survive tennination of this Agreement, any
termination pursuant to this Section IO shall relieve both Parties hereto of their obligations set
forth herein, and any such termination constitutes a failure of the conditions to the obligations of
the Parties to implement this Agreement, except that nothing herein will relieve any Party from
liability for any breach of this Agreement.
11. Assignment.
Neither Party may assign its rights under this Agreement to any third party without the
written consent of the other Party.
12. Jurisdiction of Regulatory Authorities
In the event that the Commission or any other state, federal, or municipal authority
determines that any provision of this Agreement conflicts with or is in violation of applicable
law, or issues any rules, regulations, or orders which require Rocky Mountain Power to alter or
amend any of the provisions of this Agreement or to terminate this Agreement, or that otherwise
preclude or materially interfere with or rescind the transfer of assets contemplated herein, this
Agreement automatically shall be amended to comply with such detennination, amendment, rule,
regulation or order; or, if so ordered, this Agreement shall terminate without effecting transfer of
the Transferred Customers to City; and in any of the foregoing events, Rocky Mountain Power
shall not be liable to City for damages or losses of any kind whatsoever, including consequential
damages, which City may sustain as a result of such determination, amendment, rule, regulation,
or order, or modification or termination of this transaction.
Idaho Falls City
Asset Purchase Agreement
Page6ofl0
13. Miscellaneous.
13.01 Amendment. This Agreement may be amended only by an instrument in writing
executed by the Parties which expressly refers to this Agreement and states that it is an
amendment hereto.
13.02 Section and Paragraph Headings. The Section and Subsection headings contained
in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.
13.03 Waiver. Any of the terms or conditions of this Agreement may be waived at any
time and from time to time, in writing, by the Party entitled to the benefit of such terms or
conditions.
13.04 JURY WAIVER. TO THE FULLEST EXTENT PERMITTED BYLAW,
EACH OF THE PARTIES WAIVES ANY RIGHT IT MAY HA VE TO A TRIAL BY
JURY IN RESPECT OF LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT
OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. EACH PARTY
FURTHER WAIVES ANY RIGHT TO CONSOLIDATE ANY ACTION IN WHICH A
JURY TRIAL HAS BEEN WAIVED WITH ANY OTHER ACTION IN WIIlCH A JURY
TRIAL CANNOT BE OR HAS NOT BEEN WAIVED.
13.04 LIMITATION OF REMEDIES. UNDER NO CIRCUMSTANCES SHALL
EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, EXEMPLARY,
PUNITIVE, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES OR ECONOMIC
LOSSES ARISING OUT OF ANY CLAIM, DEMAND, OR ACTION BROUGHT WITH
RESPECT TO THIS AGREEMENT.
13.05 Notices. All notices, requests, demands, and other communications given by City
or Rocky Mountain Power shall be in writing and shall be deemed to have been duly given when
telecopied, when delivered personally in writing or when deposited into the United States mail,
to the following addresses:
If to Rocky Mountain Power:
With a copy to:
If to City:
Idaho Falls City
Asset Purchase Agreement
Page7 ofl0
Rocky Mountain Power
Timothy Solomon
127 East Main
Rexburg, ID 83440
Rocky Mountain Power
Office of General Counsel
1407 N. West Temple Suite 320
Salt Lake City, Utah 84116
Idaho Falls Power
Bear Prairie
140 South Capital A venue
Box 50220
Idaho Falls, ID 83405
or to such other address as City or Rocky Mountain Power may designate in writing.
13.06 Integrated Agreement. This Agreement, when executed, constitutes the entire
agreement between the Parties hereto with respect to the Assets defined in this Agreement, and
supersedes and negates all prior line extension agreements and understandings, oral and written,
between the Parties hereto with respect to the Assets.
13.07 Counteroarts. This Agreement may be executed in counterparts, each of which
shall for all purposes be deemed to be an original and which shall constitute one and the same
instrument
IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date
first above written.
IDAHO FALLS POWER
~ ,~ ~~-tL.
By:')~ -=---' ~ :::
Name: Bear Prairie
Title: General Manager
ldallo Falls City
Asset Purchase Agreement
Page8 of 10
ROCKY MOUNTAIN POWER
I / .-. ~
By: fu11~/;!~
Name: lostin Allen
Title: Distribution Manager
REDACTED
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--
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--
EXHIBITB
BILL OF SALE
Seller:
Buyer:
Rocky Mountain Power
City of Idaho Falls
For valuable consideration, of which the undersigned acknowledges receipt, totaling
$13,631, PacifiCorp, doing business as Rocky Mountain Power ("Company"), hereby grants,
bargains, sells and delivers to the City of Idaho Falls ('Buyer'') pursuant to an Asset Transfer
Agreement dated as of 7 8 D all of its rights, title and interest in and to all of the
Assets listed on Exhibit A, attached to said Asset Transfer Agreement, and presently in the
Possession of Company.
THE ASSETS ARE SOLD AND DELIVERED TO BUYER "AS IS, WHERE IS."
PACIFICORP HEREBY DISCLAIMS AND EXCLUDES HEREFROM: (A) ANY
EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY AS TO THE VALUE,
CONDITION, DESIGN, OPERATION, OR QUALITY OF THE MATERIALS OR
WORKMANSHIP IN, OR ANY DEFECTS IN THE ASSETS; (B) ANY EXPRESS OR
IMPLIED WARRANTY OF MERCHANTIBILITY OR FITNESS FOR USE OR FOR A
PARTICULAR PURPOSE; OR (C) ANY EXPRESS OR IMPLIED REPRESENTATION,
GUARANTEE, OBLIGATION, LIABILITY OR WARRANTY OF SELLE~ EXPRESS OR
IMPLIED, OF ANY KIND, ARJSING BYLAW OR COURSE OF PERFORMANCE,
DEALING, OR USAGE OF TRADE.
Dated this 2 L/ -ri.. day of Jf'lo lA o. r ,_::) 2023
Idaho Falls City
~Purchase Agreement
Page 10 of IO
PacifiCorp
By:~~
Justin en
Distribution M~ager