Loading...
HomeMy WebLinkAboutIdaho Power Asset Purchase and Transfer of Title 1st AmendmentFIRST AMENDMENT TO ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT This FIRST AMENDMENT TO ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT ("First Amendment"), is entered to be effective this 'ZV 0' day of February, 2018 ("Amendment Effective Date"), by and between IDAHO POWER COMPANY, an Idaho corporation ("Idaho Power"), and the CITY OF MERIDIAN, a municipality located in Ada County, Idaho (the "City"). Idaho Power and the City may be referred to herein individually as a "Party" or, collectively, as the "Parties." RECITALS Idaho Power and the City previously entered an Asset Purchase and Transfer of Title Agreement dated November 8, 2017 ("Agreement"). The Parties desire to amend the Agreement to revise the purchase price of the assets subject to the transaction pursuant to this First Amendment as set forth below. AGREEMENT For and in consideration of the mutual covenants and provisions set forth in this First Amendment, and other good and valuable consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, agree as follows: 1. Recitals. The Parties acknowledge and agree to the accuracy of the Recitals set forth above, and such Recitals are incorporated herein by this reference. 2. Defined Terms. Capitalized terms not defined in this First Amendment shall have the meaning given to them in the Agreement. Amendments to Agreement. a) The first paragraph of Section 3 "Purchase Price" of the Agreement is hereby deleted in its entirety and replaced with the following: Purchase Price. The City shall pay to Idaho Power the amount of $668,805 for the Assets and sectionalizer modifications necessary to complete the purchase ("Purchase Price"). A summary breakdown of the Purchase Price is attached hereto as Exhibit B and made part of this Agreement. As demonstrated by Exhibit B, included in the Purchase Price are costs associated with a sectionalizer located at the Wastewater Facility ("Sectionalizer") that Idaho Power will reprogram to become the Wastewater Facility's Point of Delivery. The Sectionalizer is not being sold to the City; instead, Idaho Power will continue to own, operate and maintain the Sectionalizer. Upon Closing the Sale (defined in Section 6 of this Agreement), Idaho Power will make the necessary modifications to the Sectionalizer and cease {00229555.DOCX; 1 } City of Meridian— First Amendment to Asset Purchase and Transfer of Title Agreement Page 1 of 4 collection of the facilities charge and any other charges associated with the Sectionalizer.t b) Exhibit B to the Agreement is hereby deleted in its entirety and replaced with Exhibit B attached to this First Amendment. 4. No Other Amendments. Except as expressly set forth herein, nothing in this First Amendment will be construed to amend, modify, or alter any term, condition, right, or obligation set forth in the Agreement or in any way affect its enforceability. The Agreement, as amended by this First Amendment, is in full force and effect and is hereby in all respects ratified and confirmed, upon signature by both Parties. References in the Agreement to "this Agreement" and to words such as "herein," "hereinafter," "hereof," "hereunder," and any words of similar import shall refer to the Agreement as amended by this First Amendment. 5. Miscellaneous. This First Amendment may be executed in one or more counterparts, each of which will be deemed an original and all of which taken together shall constitute one and the same instrument. To the extent of any conflict between this First Amendment and the Agreement, this First Amendment shall control. This First Amendment and the Agreement constitute the full and entire understanding and agreement between the Parties regarding the subjects set forth in the Agreement and this First Amendment, and supersede all prior agreements and understandings related thereto. Neither this First Amendment nor any term in this First Amendment may be amended, waived, discharged, or terminated other than by a written instrument signed by the Parties hereto. This First Amendment shall be binding upon and inure to the benefit of the successors and assigns of the Parties hereto. [Signatures to follow] 1 The costs associated with the Sectionalizer are not for the modification or reprogramming necessitated by the Sectionalizer becoming the City's Point of Delivery; instead, the costs associated with the Sectionalizer are based on Idaho Power recovering its initial investment cost for the Sectionalizer. Pursuant to Rule K the Sectionalizer was originally installed for the sole benefit of the City, and the City has since paid a monthly facilities charge to Idaho Power based on a percentage of Idaho Power's initial investment cost. Because the City will no longer pay a monthly facilities charge, Idaho Power must recover the initial investment cost of the Sectionalizer through a lump sum payment from the City. {00229555.DOCX; 1 } City of Meridian — First Amendment to Asset Purchase and Transfer of Title Agreement Page 2 of 4 IN WITNESS WHEREOF, the Parties hereto have entered into this First Amendment to be effective as of the Amendment Effective Date. IDAHO POWER COMPANY Signature: Printed Name: Title: -- Illy CITY OF MERIDIAN Signature:��1 Printed Name: Title: M Gly%© 100229555.DOCX; 1) City of Meridian — First Amendment to Asset Purchase and Transfer of Title Agreement Page 3 of 4 {00229555.DOCX; 1} City of Meridian – First Amendment to Asset Purchase and Transfer of Title Agreement Page 4 of 4 EXHIBIT B SUMMARY BREAKDOWN OF PURCHASE PRICE Purchase Price Components Amounts Net book value $ 338,287 True up of past levelized rate of return $ 90,486 Near-term rate of return impact resulting from sale of assets $ 63,319 Near-term operational impact resulting from sale of assets $ 83,016 Total Purchase Price – before tax $ 575,108 Net gross-up for tax $ 77,266 Total Purchase Price – after tax $ 652,374 Work order closing costs $ 480 Total Purchase Price $ 652,854 Sectionalizer Components Amounts Sectionalizer book value $ 9,321 Sectionalizer true-up past levelized rate of return $ 4,908 Total Price – before tax $ 14,229 Net gross-up for tax $ 1,722 Sectionalizer Total $ 15,951 Total Amount Due $ 668,805 Meridian City Council Meeting Agenda February 27, 2018 – Page 72 of 301 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 6 5 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 6 6 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 6 7 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 6 8 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 6 9 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 0 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 1 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 2 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 3 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 4 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 5 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 6 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 7 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 8 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 7 9 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 8 0 o f 2 5 0 Me r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 8 1 o f 2 5 0 M e r i d i a n C i t y C o u n c i l M e e t i n g A g e n d a M a y 1 , 2 0 1 8 – P a g e 1 8 2 o f 2 5 0