Asset Purchase and Transfer of Title Idaho Power
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ASSET PURCHASE
AND TRANSFER OF TITLE AGREEMENT
This ASSET PURCHASE AND TRANSFER OF TITLE AGREEMENT (“Agreement”)
is entered into to be effective as of the 8th day of November, 2017 (“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
A. Idaho Power is an investor-owned electric utility engaged in the generation,
transmission, and distribution of electricity to its customers in southern Idaho and eastern Oregon;
B. The City is an Idaho Power customer with a Wastewater Division that operates and
maintains a centralized Wastewater Treatment Facility located at 3401 North Ten Mile Road,
Meridian, ID 83642 (“Wastewater Facility”);
C. Idaho Power currently owns, operates and maintains facilities beyond the Point of
Delivery at the City’s Wastewater Facility that are installed to solely benefit the Wastewater
Facility (as more particularly described in this Agreement, the “Assets”).
D. Idaho Power desires to transfer and convey the Assets to the City, and the City
desires to obtain title to and assume ownership, maintenance, operation and all liabilities associated
with the Assets pursuant and subject to the terms and conditions of this Agreement.
E. Pursuant to Rule M (Facilities Charge Service) of Idaho Power’s Tariff (“Rule M”),
Idaho Code § 61-328, and Oregon Revised Statute § 757.480, Idaho Power is required to obtain
authorization and order from the Idaho Public Utilities Commission (“IPUC”) and the Public
Utility Commission of Oregon (“OPUC”) approving Idaho Power’s sale of the Assets to the City
(the “Sale”). The transfer of the Assets contemplated by this Agreement is contingent on Idaho
Power receiving approval of the Sale and accounting treatment of the Sale from the IPUC and the
OPUC (collectively, “PUCs”), without any changes or conditions to Idaho Power’s request and
subject to the terms and conditions set forth in this Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual obligations and undertakings set forth
herein, and other good and valuable consideration, the sufficiency of which is hereby
acknowledged, Idaho Power and The City agree as follows:
1) Recitals. The above-stated Recitals are incorporated by this reference and made a
part of this Agreement.
2) Assets. The Assets to be transferred to the City pursuant to this Agreement (and
upon approval of the PUCs) are set forth in Exhibit A attached hereto and made part of this
Agreement.
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3) Purchase Price. The City shall pay to Idaho Power the amount of $761,693 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 collection of the facilities charge and any
other charges associated with the Sectionalizer.1
The City acknowledges and confirms that: (a) the City has reviewed and fully understands
the components of the Purchase Price; (b) the City does not contest such amount; and, (c) the
Purchase Price is agreed upon between the Parties as of the Effective Date hereof.
The City understands and acknowledges the Purchase Price is subject to change if Idaho
Power is required to replace any of the Assets during such time as the Parties are awaiting approval
from the PUCs. Unless the City requests otherwise, pursuant to Rule M of Idaho Power’s Tariff,
Idaho Power is required to replace failed equipment owned by Idaho Power installed beyond the
Point of Delivery. As such, until Closing (defined in Section 6 of this Agreement) occurs, Idaho
Power must replace any failed Assets and the price of the substitute equipment will be reflected in
the Purchase Price pursuant to the same methodology used to calculate the current Purchase Price.
4) Obligations and Conditions Precedent to Closing; Certain Covenants. The
obligations and conditions listed below must be satisfied or waived in writing before the Parties
are required to affect the transfer and sale of the Assets as contemplated by this Agreement (such
event, “Closing”).
a. IPUC and OPUC Approval. Within 30 days following execution of this
Agreement, Idaho Power shall file an application for approval of the Sale and
accounting treatment of the Sale with the PUCs, the contents of which shall be in
Idaho Power’s discretion so long as not inconsistent with the material terms of this
Agreement. Upon receipt of a final, non-appealable order from the PUCs
pertaining to the Sale, Idaho Power shall provide the City with a copy of the same
and:
i. If the PUCs approve the Sale and accounting treatment of the Sale
consistent in all material respects with the respective applications submitted
to the PUCs by Idaho Power, the Parties shall proceed with the Sale of the
Assets pursuant to the terms and conditions of this Agreement.
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 M, 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.
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ii. If the IPUC approves the Sale and accounting treatment of the Sale
subject to additional terms and conditions beyond those set forth in the
application submitted to the IPUC by Idaho Power (as permitted by Idaho
Code § 61-328), the Parties may either: i) mutually agree to incorporate the
additional terms and conditions into this Agreement and proceed with the
Sale;2 or ii) not mutually agree to incorporate the additional terms and
conditions into this Agreement, in which case either Party shall have the
right to terminate this Agreement by notice to the other Party, and upon such
termination this Agreement shall be null and void and of no further effect
and neither Party shall have any further obligations under this Agreement.
iii. If the IPUC and/or the OPUC deny, or refuse to consider or approve,
the Sale or the accounting treatment of the Sale consistent in all material
respects with the application submitted by Idaho Power, either Party shall
have the right to terminate this Agreement by notice to the other Party, and
upon such termination the terms of this Agreement shall be null and void
and of no further effect and neither Party shall have any further obligations
under this Agreement.
The City agrees to support Idaho Power’s applications to the PUCs for
approval of the Sale.
b. Lien Release. The Assets are subject to a lien created by a Mortga ge and
Deed of Trust, dated October 1, 1937, between Idaho Power and Deutsche Bank
Trust Company Americas (the “Mortgage”). Following receipt of a signed
resolution adopted by Idaho Power’s Board of Directors, Idaho Power shall file a
customary lien release application with the Mortgage trustee, requesting release of
the Assets from the lien of the Mortgage in accordance with the terms of the
Mortgage. Release of the lien by the Mortgage trustee, or the City’s waiver of the
release of the lien of the Mortgage, shall be a condition precedent to the Closing
and to the obligations of the Parties to consummate the Sale as contemplated by
this Agreement. In the event no such release or waiver shall have timely occurred
within 60 days of Idaho Power filing an application for release, either Party shall
have the right to terminate this Agreement by notice to the other Party and, upon
such termination, the terms of this Agreement shall be null and void and of no
further effect, and neither Party shall have any further obligations under this
Agreement.
5) Installation of Additional Facilities. Rule M of Idaho Power’s Tariff does not
allow mixed ownership of facilities beyond the Point of Delivery. As such, t he City understands
and acknowledges that if the City desires installation of additional facilities beyond the Point of
Delivery prior to Closing (“Additional Facilities”), the City has the following options:
2 If the IPUC conditions its approval of the Sale on the inclusion of additional terms, and the Parties mutually agree to incorporate
the same into this Agreement, Idaho Power will resubmit a revised application to the OPUC detailing the additional terms required
by the IPUC.
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a. Idaho Power purchases, installs and maintains the Additional Facilities. The
Parties amend this Agreement with an updated Purchase Price to include the
Additional Facilities, and Idaho Power updates its application and/or re-applies for
approval of the Sale to the PUCs to include the Additional Facilities at the updated
Purchase Price. Upon receipt of the PUCs’ decisions, the above Sections 4(a)(i),
(ii) or (iii) would determine the next steps of the Parties; OR,
b. The City purchases, installs and maintains the Additional Facilities. The
City shall obtain written approval from Idaho Power prior to purchasing and
installing Additional Facilities in order that Idaho Power can verify compatibility
with its electrical system. In the event the IPUC and/or the OPUC fail to approve
the Sale (as discussed in the above Sections 4(a)(ii) and (iii)), the City agrees to sell
the Additional Facilities to Idaho Power at the original purchase price as soon as
practicable following receipt of the PUCs’ decisions. The Additional Facilities will
then be added to the City’s facilities charge pursuant to Rule M. If the City fails to
obtain written approval prior to installing Additional Facilities, and those
Additional Facilities are not standard to Idaho Power’s system, Idaho Power will
not purchase the facilities from the City. Instead, Idaho Power will remove and
replace the Additional Facilities, at the City’s expense, with those standard to its
system and the City will be required to pay for the replacement facilities through
its Rule M facilities charge.
6) Closing. The Parties agree that Closing shall occur as promptly as reasonably
practicable following satisfaction of all conditions precedent set forth in Section 4 of this
Agreement. At Closing: (a) Idaho Power shall receive from the City an automatic transfer of funds
for the full Purchase Price (as specified in Section 3 above), ; (b) Idaho Power shall provide the
City any keys, or other items in Idaho Power’s possession, received by Idaho Power as part of the
original purchase and necessary for access of, and specific to, the Assets; (c) Idaho Power shall
provide the City with maps of the location of the Assets, and any other operational manuals in
Idaho Power’s possession, received as part of the original purchase of the Assets; (d) Idaho Power
shall provide the City with an operational overview of the padmount switch being sold to the City
as part of the Assets; and, (e) the Parties shall execute a bill of sale in the form of Exhibit C hereto.
On or after Closing, Idaho Power shall cease collection of all distribution facilities investment
(“DFI”) rate charges and any other charges for the Assets. The City acknowledges and agrees
Idaho Power is providing an operational overview of the padmount switch at Closing as a courtesy
pursuant to the City’s request; the City shall not rely on Idaho Power’s operational ov erview for
purposes of understanding the necessary operation, maintenance or repairs associated with the
padmount switch, and the City understands and agrees the overview of the padmount switch is
subject to Sections 12 and 13 of this Agreement. Upon Closing, this Agreement will eliminate the
Assets subject to DFI charges and will release Idaho Power’s responsibility for the care, custody
and control of the Assets.
7) Transfer of Assets. Idaho Power shall grant, bargain, sell, assign, transfer, convey,
and deliver to the City, its successors and assigns, all of Idaho Power's right, title and interest of
every kind and character whatsoever in and to the Assets, effective as of Closing.
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8) Operation and Maintenance. The City understands and acknowledges that
pursuant to the requirements of Rule M of Idaho Power’s Tariff and Idaho Code § 61-328, the City
has the bona fide intent and financial ability to operate and maintain the Assets, and the City shall
be fully responsible for such operation and maintenance of the Assets, and all liabilities associated
therewith, after Closing.
9) Title to Assets. Idaho Power, for itself and its successors, hereby represents to the
City and its successors and assigns that as of the Effective Date hereof: a) Idaho Power has good,
valid and marketable title to the Assets; b) the Assets are free and clear of all liens, encumbrances,
claims, mortgages, security interests, pledges, charges, liabilities and other restrictions of any kind
or nature whatsoever (contingent or otherwise), other than those of or created by the City, and
other than the lien created by the Mortgage; c) the lien of the Mortgage on the Assets will not apply
from and after the Closing; and d) Idaho Power has all necessary corporate power and authority to
sell the Assets to the City (assuming approval of the Sale from the IPUC pursuant to Idaho Code
§ 61-328 and the OPUC pursuant to Oregon Revised Statute § 757.480).
10) Necessary Documents. Idaho Power covenants and agrees with the City, its
successors and assigns, to do, execute, acknowledge and deliver, or cause to be done, executed,
acknowledged and delivered, any acts, instruments, papers and documents as may be reasonably
necessary to carry out and effectuate the intent and purpose of this Agreement.
11) Authority to Transfer. Idaho Power warrants and represents to the City that Idaho
Power is duly and validly authorized and empowered to make, execute, and deliver this Agreement
and to enter into the covenants, promises, and undertakings of Idaho Power in this Agreement, in
accordance with the terms and subject to the conditions set forth in this Agreement. The City
warrants and represents to Idaho Power that the City is duly and validly authorized and empowered
to make, execute, and deliver this Agreement and to enter into the covenants, promises, and
undertakings of the City in this Agreement, in accordance with the terms and subject to the
conditions set forth in this Agreement.
12) Unwarranted “As Is” Condition. The Parties agree that to the extent required by
any applicable law, the disclaimers of warranties contained in this paragraph are “conspicuous”
disclaimers for the purposes of any applicable law, rule, or order. The City waives any claims,
demands, and rights of action against Idaho Power, its officers, directors, employees and parent
company arising from or relating to the Assets or the Sale other than the rights of the City under
this Agreement, including the right to enforce this Agreement. THE CITY ACKNOWLEDGES
AND AGREES THAT IT HAS HAD THE OPPORTUNITY TO CAREFULLY EXAMINE AND
INSPECT THE ASSETS, AND/OR THAT IT HAS CAREFULLY EXAMINED AND
INSPECTED THE ASSETS, AND ACCEPTS THE ASSETS IN THEIR “AS IS” AND
“WHERE IS” CONDITION AND “WITH ALL FAULTS,” AND WITHOUT
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, (ALL OF WHICH IDAHO
POWER HEREBY DISCLAIMS AND NEGATES) AS TO FITNESS FOR ANY PARTICULAR
PURPOSE, CONFORMITY TO MODELS OR SAMPLES OR MATERIALS,
MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION, COMPLIANCE
WITH SPECIFICATION, ABSENCE OF LATENT DEFECTS, OR COMPLIANCE WITH
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LAWS AND REGULATIONS (INCLUDING, WITHOUT LIMITATION, THOSE RELATING
TO HEALTH, SAFETY, AND THE ENVIRONMENT), TO THE EXTENT APPLICABLE AND
PERMITTED BY LAW.
13) Release and Indemnification. Effective as of Closing, the City releases Idaho
Power and its employees, officers, directors, representatives, and agents and/or its affiliates from,
for, and against any and all claims, actions, damages, losses, penalties, and expenses, including
reasonable attorneys’ fees and disbursements, of any kind or nature whatsoever arising out of Idaho
Power’s acts or omissions or the acts or omissions of the City or any third party related to the
transfer of the Assets hereunder.
To the extent permitted by applicable law, the City shall indemnify, defend,
reimburse and hold harmless Idaho Power and its successors, and their respective directors,
officers, employees, representatives, and agents (collectively, the “Indemnitees”), from, for, and
against any and all allegations, suits, claims, demands, actions, proceedings, judgments, penalties,
liabilities, damages, injuries, losses, costs, or expenses of any kind or nature whatsoever
(collectively, “Damages”) by any person, including without limitation attorneys’ fees and related
costs, and liability of death, personal injury or property damages, strict liability, or liabilities or
obligations under any applicable federal or state law, including, without limitation, all
environmental laws, arising on or after the Closing directly or indirectly, in whole or in part, out
of the City’s acquisition and use of the Assets.
14) Hazardous Materials and Indemnification. The City acknowledges that the
Assets, including electronic equipment and components, may contain hazardous materials. These
materials may include, but are not limited to, PCBs, lead in solder, batteries, and CRT glass, silver
in some batteries and connections, and mercury in some batteries and mercury switches. Disposal
of these components and electronic waste in general, may be regulated. The City is responsible
for compliance with all applicable environmental laws, rules, and regulations associated with those
and all other hazardous materials contained in or used in connection with the Assets from and after
the Closing.
The City shall indemnify, defend, reimburse and hold harmless the Indemnitees
from, for, and against any and all Damages that any or all of the Indemnitees may hereafter suffer,
incur, be responsible for, or pay out for liabilities or obligations under any law, ordinance, or
regulation relating directly or indirectly to those and all other hazardous materials contained in or
used in connection with the Assets, arising directly or indirectly, in whole or in part, out of the
City’s acquisition and use of the Assets on and after the Closing.
15) Assignment. This Agreement shall only be assigned with the prior written consent
of the Parties. Any purported assignment without such prior written consent shall be null and void.
16) Miscellaneous. To the extent that any provision of this instrument is held to be
invalid, illegal, or unenforceable, it shall be deemed to be modified to the minimum extent
necessary to be valid and enforceable. If it cannot be so modified, it will be deleted and the deletion
will not affect the validity or enforceability of any other provision unless, as a result the rights of
either Party are materially diminished or the obligations and burdens of either Party are materially
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increased to be unjust or inequitable. Any inconsistency between the terms of this Agreement and
any other Agreement to which Idaho Power and The City are a party on the Effective Date, as to
the matters set forth in this Agreement, shall be resolved in favor of the terms of this Agreement,
the terms of which shall govern. This Agreement and the covenants, agreements, undertakings,
warranties and representations contained herein shall inure to the benefit of the successors and
assigns of Idaho Power and the City.
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto and hereto were upon the same
instrument. This Agreement constitutes the entire Agreement between the Parties and supersedes
any prior understandings, Agreements, or representations by or between the Parties, written or
oral, in any way related to the subject matter of this Agreement. This Agreement may not be
amended except by written Agreement executed by the parties to be charged with the amendment.
[Signatures to follow]
IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective
as of the Effective Date.
IDAHO POWER COMPANY
Signature %X
Printed Name:
Title: A—e L �'YI : rc, _ L Rr-jio�v
CITY OF MERIDIAN
Signature:
Printed Name: Tc, Y de
Title: M 4 yD -
{00218830.DOCX; 51 City of Meridian — Asset Purchase and Transfer of Title Agreement Page 8 of 17
EXHIBIT A
ASSETS
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Description Year Original Investment
Pole - Primary less than 50 Ft. 1997 $ 1,284.05
Pole - Primary less than 50 Ft. 2005 $ 1,611.98
Pole - Primary less than 50 Ft. 2005 $ 1,611.98
Pole - Primary less than 50 Ft. 2005 $ 1,611.98
Pole - Primary less than 50 Ft. 1979 $ 237.93
Pole - Primary less than 50 Ft. 1979 $ 237.93
Pole - Primary less than 50 Ft. 1979 $ 1,604.38
Pole - Primary less than 50 Ft. 2005 $ 2,465.53
Pole - Primary less than 50 Ft. 1999 $ 2,465.53
Pole - Primary less than 50 Ft. 1979 $ 237.93
Pole - Primary less than 50 Ft. 1999 $ 2,862.81
Pole - Primary less than 50 Ft. 1999 $ 2,862.81
Pole - Primary 50 Ft. or greater. 2007 $ 3,685.90
Pole - Primary 50 Ft. or greater. 2007 $ 3,685.90
Pole - Primary 50 Ft. or greater. 2008 $ 3,685.89
Pole - Primary 50 Ft. or greater. 2008 $ 3,685.89
Pole - Primary less than 50 Ft. 2008 $ 2,661.29
Pole - Primary less than 50 Ft. 2010 $ 2,194.85
Pole - Primary less than 50 Ft. 2012 $ 3,539.82
Pole - Primary less than 50 Ft. 2012 $ 3,539.82
Pole - Primary less than 50 Ft. 2012 $ 3,539.80
Pole - Primary less than 50 Ft. 2012 $ 3,539.82
Pole - Primary less than 50 Ft. 2012 $ 3,539.82
Pole - Primary less than 50 Ft. 2012 $ 3,539.82
Pole - Primary less than 50 Ft. 2012 $ 1,790.66
OH Primary Conductor 4/0 or smaller. 1999 $ 635.11
OH Primary Conductor 4/0 or smaller. 1999 $ 97.91
OH Primary Conductor 4/0 or smaller. 1997 $ 1,568.18
EXHIBIT A
ASSETS
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Description Year Original Investment
OH Primary Conductor 4/0 or smaller. 1999 $ 275.94
OH Primary Conductor 4/0 or smaller. 1999 $ 206.95
OH Primary Conductor 4/0 or smaller. 1999 $ 146.00
OH Primary Conductor 4/0 or smaller. 1999 $ 696.05
OH Primary Conductor 4/0 or smaller. 1998 $ 783.45
OH Primary Conductor 4/0 or smaller. 1998 $ 163.05
OH Primary Conductor 4/0 or smaller. 1998 $ 163.05
OH Primary Conductor 4/0 or smaller. 1998 $ 34.96
OH Primary Conductor 4/0 or smaller. 1997 $ 1,043.79
OH Primary Conductor 4/0 or smaller. 1998 $ 34.96
OH Primary Conductor 4/0 or smaller. 1998 $ 80.34
OH Primary Conductor 4/0 or smaller. 1998 $ 317.35
OH Primary Conductor 4/0 or smaller. 2008 $ 90.55
OH Primary Conductor 4/0 or smaller. 2008 $ 416.51
OH Primary Conductor 4/0 or smaller. 2008 $ 416.51
OH Primary Conductor 4/0 or smaller. 2008 $ 110.47
OH Primary Conductor 4/0 or smaller. 2008 $ 458.15
OH Primary Conductor 4/0 or smaller. 2012 $ 74.65
OH Primary Conductor 4/0 or smaller. 2012 $ 191.17
OH Primary Conductor 4/0 or smaller. 2012 $ 83.71
OH Primary Conductor 4/0 or smaller. 2012 $ 75.79
OH Primary Conductor 4/0 or smaller. 2012 $ 50.90
Switch - Pole Top. 2005 $ 5,824.02
Pad - Equipment. 2005 $ 287.80
Pad - Equipment. 1999 $ 2,105.00
Pad - Equipment. 2005 $ 1,435.77
Pad - Equipment. 2005 $ 1,435.77
Pad - Equipment. 2010 $ 1,238.99
EXHIBIT A
ASSETS
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Description Year Original Investment
Pad - Equipment. 2012 $ 1,317.54
Pad - Equipment. 2013 $ 1,650.03
Pad - Equipment. 2013 $ 1,650.02
Pad - Equipment. 2015 $ 1,408.87
Pad - Equipment. 2015 $ 1,408.87
Pad - Secter 3 Phase. 2013 $ 1,560.60
Vault - Manhole. 2012 $ 2,023.36
Vault - Manhole. 2012 $ 2,545.97
Vault - Manhole. 2005 $ 2,915.04
Vault - Manhole. 2005 $ 2,915.04
Vault - Manhole. 2015 $ 3,821.65
Vault - Manhole. 2015 $ 2,279.78
Vault - Manhole. 2015 $ 3,821.65
Vault - Manhole. 2015 $ 2,279.77
Handhole (Secondary Box). 2012 $ 360.93
Conduit Direct Buried. 2015 $ 128.90
Conduit Direct Buried. 2015 $ 837.84
Conduit Direct Buried. 2015 $ 412.48
Conduit Direct Buried. 2015 $ 1,224.54
Conduit Direct Buried. 2015 $ 2,900.22
Pad - Secter 3 Phase. 2015 $ 2,470.50
Pad - Equipment. 2015 $ 2,516.41
Conduit Direct Buried. 2015 $ 1,240.09
Conduit Direct Buried. 2015 $ 87.95
Conduit Direct Buried. 2016 $ 498.21
UG Primary Cable - 15kV. 2005 $ 148.28
UG Primary Cable - 15kV. 2005 $ 231.68
UG Primary Cable - 15kV. 2005 $ 454.76
EXHIBIT A
ASSETS
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Description Year Original Investment
UG Primary Cable - 15kV. 2005 $ 227.38
UG Primary Cable - 15kV. 2005 $ 357.31
UG Primary Cable - 15kV. 2005 $ 43.32
UG Primary Cable - 15kV. 2010 $ 2,072.06
UG Primary Cable - 15kV. 2012 $ 792.18
UG Primary Cable - 15kV. 2013 $ 2,984.25
UG Primary Cable - 15kV. 2013 $ 3,945.85
UG Primary Cable - 15kV. 2013 $ 497.38
UG Primary Cable - 15kV. 2013 $ 961.59
UG Primary Cable - 15kV. 2015 $ 956.18
UG Primary Cable - 15kV. 2015 $ 2,061.76
UG Primary Cable - 15kV. 2015 $ 1,135.46
UG Primary Cable - 15kV. 2015 $ 3,496.03
UG Primary Cable - 15kV. 2015 $ 489.77
UG Primary Cable - 15kV. 2015 $ 1,265.23
UG Primary Cable - 15kV. 2016 $ 4,755.95
Secter 3 Phase. 2015 $ 2,957.64
Secter 3 Phase. 2015 $ 1,569.95
Secter 3 Phase. 2013 $ 1,822.74
UG Secondary. 2012 $ 637.20
Switch - Padmount. 2005 $ 25,986.42
Transformer - OH 1PH (0-15) kVA. 2005 $ 748.47
Transformer - OH 1PH (0-15) kVA. 2005 $ 748.47
Transformer - OH 1PH (0-15) kVA. 2005 $ 748.47
Transformer - OH 1PH (0-15) kVA. 2012 $ 2,001.53
Transformer - OH 1PH (0-15) kVA. 2012 $ 2,001.53
Transformer - OH 1PH (0-15) kVA. 2012 $ 2,001.54
Transformer - Padmount 3PH (112-166) kVA. 2013 $ 19,372.98
EXHIBIT A
ASSETS
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Description Year Original Investment
Transformer - Padmount 3PH (167-499) kVA. 2013 $ 29,312.05
Transformer - OH 1PH (16-49) kVA. 2005 $ 1,008.18
Transformer - Padmount 1PH (16-49) kVA. 2005 $ 1,977.03
Transformer - Padmount 3PH (167-499) kVA. 2005 $ 9,288.14
Transformer - Padmount 3PH (1500-2499) kVA. 2005 $ 16,344.41
Transformer - Padmount 3PH 2500 kVA and larger. 2005 $ 35,567.78
Transformer - Padmount 3PH (500-1499) kVA. 2007 $ 12,428.77
Transformer - Padmount 3PH (500-1499) kVA. 2010 $ 26,562.90
Transformer - Padmount 3PH (1500-2499) kVA. 2012 $ 45,987.07
Transformer - Padmount 3PH (16-111) kVA. 2015 $ 12,629.93
Transformer - Padmount 3PH (112-166) kVA. 2015 $ 13,412.63
Transformer - Padmount 3PH (112-166) kVA. 2015 $ 22,733.10
Transformer - OH 1PH (50-74) kVA. 2017 $ 2,766.47
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Fused Cut-Out. 2000 $ 101.78
Switch - Solid Blade Cut-Out. 2013 $ 303.68
Switch - Solid Blade Cut-Out. 2013 $ 303.67
Switch - Solid Blade Cut-Out. 2013 $ 303.67
Switch - Fused Cut-Out. 2005 $ 162.21
Switch - Solid Blade Cut-Out. 2005 $ 157.45
Switch - Solid Blade Cut-Out. 2005 $ 157.46
EXHIBIT A
ASSETS
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Description Year Original Investment
Switch - Solid Blade Cut-Out. 2005 $ 157.46
Switch - Solid Blade Cut-Out. 2005 $ 157.46
Switch - Solid Blade Cut-Out. 2005 $ 157.46
Switch - Solid Blade Cut-Out. 2005 $ 157.46
Switch - Power Fuse. 2005 $ 328.19
Switch - Power Fuse. 2005 $ 328.19
Switch - Power Fuse. 2005 $ 328.19
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.35
Switch - Solid Blade Cut-Out. 2008 $ 324.34
Switch - Fused Cut-Out. 2010 $ 177.88
Switch - Fused Cut-Out. 2010 $ 177.87
Switch - Fused Cut-Out. 2010 $ 177.87
Switch - Fused Cut-Out. 2012 $ 172.00
Switch - Fused Cut-Out. 2012 $ 172.00
Switch - Fused Cut-Out. 2012 $ 172.01
Switch - Fused Cut-Out. 2012 $ 381.75
Switch - Fused Cut-Out. 2012 $ 381.75
Switch - Fused Cut-Out. 2012 $ 381.75
Switch - Fused Cut-Out. 2015 $ 277.43
Switch - Fused Cut-Out. 2015 $ 277.43
Switch - Fused Cut-Out. 2015 $ 277.42
EXHIBIT A
ASSETS
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Description Year Original Investment
UG Service. 2000 $ 1,384.90
UG Service. 2005 $ 4,235.83
UG Service. 1998 $ 755.87
UG Service. 2005 $ 338.87
OH Service. 2017 $ 624.51
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EXHIBIT B
SUMMARY BREAKDOWN OF PURCHASE PRICE
Purchase Price Components Amounts
Net book value $ 353,091
True up of past levelized rate of return $ 81,280
Near-term rate of return impact resulting from sale of assets $ 63,903
Near-term operational impact resulting from sale of assets $ 83,783
Total Purchase Price – before tax $ 582,057
Net gross-up for tax $ 161,432
Total Purchase Price – after tax $ 743,489
Work order closing costs $ 480
Total Purchase Price $ 743,969
Sectionalizer Components Amounts
Sectionalizer book value $ 9,882
Sectionalizer true-up past levelized rate of return $ 4,776
Total Price – before tax $ 14,658
Net gross-up for tax $ 3,066
Sectionalizer Total $ 17,724
Total Amount Due $ 761,693
EXAMPLE ONLY – DO NOT EXECUTE
{00218830.DOCX; 5} City of Meridian – Asset Purchase and Transfer of Title Agreement Page 17 of 17
EXHIBIT C
BILL OF SALE
This BILL OF SALE is entered to be effective on , 2017
(“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.”
Idaho Power has agreed sell to the City and the City has agreed to purchase from Idaho
Power, for the consideration and upon the terms and conditions set forth in the Asset Purchase
and Transfer of Title Agreement, dated , 2017 (“Purchase
Agreement”) all of the Assets set forth in Exhibit A to the Purchase Agreement.
Pursuant to the requirements of Rule M of Idaho Power’s Tariff, Idaho Code § 61-328, and
Oregon Revised Statute § 757.480, Idaho Power has obtained authorization and order from the
Idaho Public Utilities Commission and the Public Utility Commission of Oregon approving Idaho
Power’s sale of the Assets (set forth in Exhibit A to the Purchase Agreement) pursuant to the terms
and conditions of the Purchase Agreement.
Idaho Power hereby transfers title to the Assets and acknowledges payment for the Assets,
in the amount of $743,969, is governed by and shall be made in accordance with the terms and
conditions of the Purchase Agreement.
IN WITNESS WHEREOF, the undersigned have executed this BILL OF SALE to be
effective as of the Effective Date.
IDAHO POWER COMPANY
Signature: _________________________________
Printed Name: _________________________________
Title: _________________________________
CITY OF MERIDIAN
Signature: _________________________________
Printed Name: _________________________________
Title: _________________________________