City Council

TARGHEE REGIONAL TRANSIT AUTHORITY UPDATE MICHELLE ZIEL-DINGMAN | IDAHO FALLS CITY COUNCIL & TRPTA BOARD DIRECTOR RACHEL PALLISTER | IDAHO TRANSPORTATION DEPARTMENT, GRANTS OFFICER BOARD OF DIRECTORS & ITD KEY PLAYERS  TRPTA Board  Dave Radford, Chair | Bonneville County Commissioner  Michelle Ziel-Dingman | Idaho Falls City Council  Lisa Farris | City of Idaho Falls Grand Administrator  Sean Coletti | Mayor of Ammon  Jerry Merrill | Mayor of Rexburg  ITD Key Players  Rachel Pallister | Grants Administrator, Public Transit  Shauna Miller | Safety, Performance, & Asset Management Grants Officer  New Director of Public Transit starts first week of December; no public transit experience MAY – JULY 2019  Operations ceased May 1, 2019  The TRPTA Board’s goals during this timeframe:  Grasp the financial commitments of the organization.  Contact creditors and receive updated account balances.  Communicate with riders and partners alternative solutions / cessation of service.  Manage building operations and tenant relationships in a timely, efficient manner.  Communicate with ITD and FTA about current state of affairs and future planning. MAY – JULY 2019 | OUTCOMES  Negotiated debt or acquired debt forgiveness with approximately 60% of debtors. Current outstanding debt at approximately $415,000 but this is still unknown.  Built an improved relationship with current tenants, Jenkins Glass and BMPO.  Paid out former TRPTA employee paid time off (PTO) and PERSI benefit debt utilizing local match from the City of Idaho Falls and FTA grants.  Maintained minimum building standards and security with the supreme help of BMPO staff.  Communicated with City of Idaho Falls staff and local interested party's transportation alternatives (limited methods).  Michelle Ziel-Dingman met with ITD and FTA Staff and attended ITD’s 2019 Public Transportation Summit in Boise. AUGUST – OCTOBER 2019  The TRPTA Board’s goals during this timeframe:  Inventory TRPTA’s assets.  Secure auction provider for a public, open, and fair liquidation process, then liquidate assets to improve cash position.  Communicate building plans with current tenants.  Explore means of restructuring the organization financially and operationally.  Work with FTA and ITD on next steps of future transportation planning. AUGUST – OCTOBER 2019 | OUTCOMES  Completed full inventory TRPTA’s assets.  Secured Primetime Auctions (Pocatello) to manage auction process. Public auction began in late September and closed October 6.  All items were sold; made $179, 032.50 from auction. Minus expenses and commissions, TRPTA profited $160,584.61.We’re currently estimating $30,000 - $35,000 from this payment will be owed to the FTA for their portion of assets sold. Waiting for FTA to provide final number.  BMPO announced they are vacating the TRPTA building and moving to the Rogers Building mid-November. Jenkins Glass continues to rent from TRPTA.  TRPTA acquired the services of Taggart & Maynes, filing for bankruptcy in late November.  Community Transportation Association of America (CTAA) is in contract negotiations with ITD to provide TRPTA consulting services. Some of their scope of work includes a need assessment, route configuration, operation sustainability, and grant opportunities. This contract should be executed by the end of December 2019 and work starting in January 2020. THANK YOU! QUESTIONS?  Honorable Mayor and Council Brad Cramer, Community Development Services Director November 15, 2019 November 12, 2019, Planning Commission Action Planning Commission took the following action during the November 12, 2019 meeting. 1. ANNX19-012 Annexation/Initial Zoning of CC. Generally south of Pier View Dr., west & north of the Snake River, and east of Snake River Pkwy. On 11/12/19, the Planning and zoning Commission recommended to the Mayor and City Council approval of the annexation and initial zoning as presented. 2. PLAT19-024 Final Plat. Manchester Estates. Generally south of E Sunnyside Rd., west of S Holmes Ave., north of E 49th S, and east of S 5th W. On November 12, 2019, the Planning and Zoning Commission recommended to the Mayor and City Council approval of the plat as presented. 3. PLAT19-025 Final Plat. Rose Nielsen Division 101 Fourth Amended. Generally south of E 17th St., west of S 25th E, north of E 25th St., and east of Channing Way. On November 12, 2019 the City Planning and Zoning Commission recommended approval of the plat as presented 4. PLAT19-026 Final Plat. Rose Nielsen Division 101 Fifth Amended. Generally south of E 17th St., west of S 25th E, north of E 25th St., and east of Channing Way. On November 12, 2019 the City Planning and Zoning Commission recommended approval of the plat as presented. 5. PLAT19-023 Final Plat. Alturas Parkway Plaza Subdivision. Generally south of E 1st St., west of S Woodruff Ave., north of John Adams Pkwy., and east of St Clair Rd. At its November 12, 2019 meeting the Planning and Zoning Commission recommended to the Mayor and City Council approval of the plat as presented with a cross access agreement for Lot 2. 6. PLAT19-022 Final Plat. Mirco Investments. Generally south of E 1st St., west of S Fanning Ave., north of John Adams Pkwy., and east of S Holmes Ave. On 11/12/2019, the Planning and Zoning Commission recommended to the Mayor and City Council approval of the plat as presented. 7. RZON19-009 Rezone. R2 to R3A Pancheri and Skyline. Generally south of Broadway, west of S Saturn Ave., north of Pancheri Dr., and east of Grizzly Ave. extended. On  11/12/19, the Planning and Zoning Commission recommend to the Mayor and City Council approval of the rezone as presented. 8. RZON19-011 Rezone. Ordinance Amendment. Amendment of Title 11, Chapter 6 Administration of the Comprehensive Zoning Ordinance, Section 11-3-6(D) Blank Walls; and 11-4-4(I) Screening Requirements. On 11/12/19, this item was recessed for further discussion at the next PC Meeting 9. RZON19-010 Rezone. Amendment of the Subdivision and Zoning Ordinance. Amendment of Title 10, Chapter 1 Subdivision Ordinance of the City Code, Sections 10-1-8 Preliminary Plat Approval Process; 10-1-9 Final Plat Approval Process; 10-1-13 Administration and Title 11, Chapter 6 Administration of the Comprehensive Zoning Ordinance, Section 11-6-4 Decision-Making Criteria. On 11/12/19, the Planning and Zoning Commission recessed this item for further discussion at the next Planning and Zoning meeting. 10. SOUTH DOWNTOWN PLAN. Comprehensive Plan for South Downtown Idaho Falls. On 11/12/19, the Planning and Zoning Commission recommended to the Mayor and City Council approval of the plan as presented. RECOMMENDED COUNCIL ACTION: To receive recommendation(s) from the Planning and Zoning Commission pursuant to the Local Land Use Planning Act (LLUPA).  Approved October 21, 2019 Idaho Falls Sister City Youth Meeting-Minutes Attendees: Whitney St. Michel Laura Combs Charlotte Comobs Kendra Peck Nathan Peck Chad Mahoney Aurora Mahoney Kylie Eaton Izabel Kelley Stephanie VanAusdewln Abby Gallegos Aiden Gallegos Jo Gallegos Robnert Gallegos Carter Thompson Tim Thompson Jennifer Thompson Heather Medema Mike Medema Max Medema Charlie Medema Jorge POadron Nate Nakashima Andrew Nakashima Anna St Michel McKenzie McIsaac Ed McIsaac Shad Young Rylee Young Samatha Gohl Wendy Boring Maggie Boring Jackie Sugai Tate Corbridge Jackson Corbridge David Eaton Katie Eaton Sam Hawker Membership: ​All applications need to be updated and signed by guardian. ​Membership dues for the 2019/2020 year in the amount of $25.00 for individual membership and $35.00 for families with two or more students in IFSCY. Membership will become delinquent as of January 1 if dues are not paid. (Article II Section 1 of Bylaws) Approval of minutes: ​Heather Medema motioned to approve the October 2, 2019 meeting minutes (after adding Paramount Theater volunteer sign up sheet) and seconded by Whitney St. Michel. Voted and unanimously approved. Fundraisers: Winter Carnival Whitney St. Michel and David Eaton met with Erin Tucker, Director of the Ice Skating Rink to discuss specifics on Winter Carnival. The date that was agreed on for the IFSCY Winter Carnival is December 28, 2019. They propsed an entrance fee of $10.00. All money earned will be for IFSCY organization this includes, entrance fee, skate rentals, and meal tickets. It was suggested that IFSCY group hand out snacks. Volunteers are needed for the Winter Carnival: Whitney St. Michel volunteered coordinate the Winter Carnival. Max Medema volunteer to create a poster. There will be Ice Bocce using one third of the rink. There will not be an Ice Bocce tournement. Craft will include Origami, and making braclets. One of the games will be Corn Hole. Needs are food coordinator and music coordinator as well as volunteers for consessions, ice guards, games and crafts. This will be discussed at the next meeting. ​Paramount ​ Max Medema has been working fundraiser at the Paramount Theater. The Volunteer Sign-Up sheet for volunteers for shifts went around to give everyone a chance to sign up for the shifts. Max will pick up tickets after talking with Brandon Lott. Kylie Eaton will make the poster. The date of the Paramount Theater fundraiser is Saturday, October 26, 2019. Paramount Theater Sign Up Sheet 11:00-1:00 Charlotte Combs, Laura Combs Nate Nakashima, Andrew Nakashima, Izzy Kelley, Laura Kelley 1:00-3:00 Whitney St. Michel, Anna St. Michel, Aiden Gallegos, Abby Gallegos 3:00-5:00 Max Medema, Charlie Medema, Heather Medema, Mike Medema, Carter Thompson 5:00-7:00 Tate Corbridge, Jackson Corbridge, Brennan Corbridge, Jackie Sugai 7:00-9:00 David Eaton, Katie Eaton, Kylie Eaton, Aurora Mahoney Friendship Garden Clean-up ​Judy Sydel needs help with cleaning up the Friendship Garden. Whitney St. Michel proposed Saturday, November 2 or Saturday November 9th. David Eaton will email Judy and ask what date works for her. Reminder: November meeting for Idaho Falls Sister City Youth are scheduled for November 6, and November 18, at 7:00 pm at the Idaho Falls Public Library. December meetings are the 4th and the Winter Carnival is the 28th of December. Please put the dates on your calendar. Student Activity: ​Meeting minutes for Monday, 10-21-19. Today, I messed up the schedule, and the wrong people presented. They both did a great job, and I would like to thank them for doing such a good job. To fix the mistake, I would like to say who the next people will be, and I sincerely hope I didn't mess anything up with this. Next meeting, November 6, we will have Samantha Gohl, Rylee Young, and Charlie Madema. Again, I am sorry if you had plans and I messed them up. If I can do anything to help, please just let me know. Now to the meeting minutes. Today, we had Sam Hawker and Max Madema present. Sam had a presentation about a old Japanese art, called (I am sorry if I mess up the name) Yakusa. He made an actual example, that showed that it is a form of art, as well as telling a story. It was very cool to look at, and later I will try to send photos of them as well. Max also had a very good presentation. He started with a slideshow that showed and taught 15 hiragana, a Japanese writing. He taught the symbols for a(ah) I(ee) u(u) e(e) o(oh). These were followed by ka ki ku ke and ko. The last thing he taught(I don't know if I spelled this right) the Dakuta. It looks like our quotation("). For a final, of the presentation, he showed us a couple of websites that you can use to learn. DR. Moku DuolingoJapanesepod101.com here is the k and normal To finish this off, he ended it with a kahoot, with everything he taught. It was fun, and it was nicely executed. If you would like to teach, just contact me, and we will set a date for you. Meeting Adjourned: Charlie Medema motioned to adjourn meeting. It was seconded by Aurora Mahoney.  Approved November 6, 2019 Idaho Falls Sister City Youth Meeting-Minutes Attendees: Chad Mahoney Aurora Mahoney Laura Combs Gabe Padron Charlette Combs Heather Medema Mike Medema Katie Eaton Charlie Medema Max Medema Whitney St. Michel Jorge Padron Perkins Gabe Perkins Patrick Perkins Nathan Peck Jackie Sugai Brennan Corbridge Jackson Corbridge Melinda Cebull Tate Corbridge Anna St. Michel Kylie Eaton Lori Kidwell Stephanie Van Ausdeln Maggie Boring Abby Gallegos David Eaton Aiden Gallegos Robert Gallegos Jo Gallegos Kendra Peck Carter Thompson Nate Nakashima Nicholas Cebull Andrew Nakashima Samantha Gohl ​Membership: ​All applications need to be updated and signed by guardian. ​Membership dues for the 2019/2020 year in the amount of $25.00 for individual membership and $35.00 for families with two or more students in IFSCY. Membership will become delinquent as of January 1 if dues are not paid. (Article II Section 1 of Bylaws) Approval of minutes: ​Heather Medema motioned to approve the October 21, 2019 meeting minutes and the motion was seconded by Whitney St. Michel. Voted and unanimously approved. Treasurer’s Report: ​Lori Kidwell reported rthe finances to the group. The current balance is $6,704.93. Fundraisers: ​The fundraiser at the Paramount Theater earned the group $230.00. If anyone here is interested in purchasing a coupon books please let Max or Heather Medema before they return the coupon books to the theater soon after the next meeting. JACL Bento Box Donation David Eaton talked to the members of the JACL group in reference to our group not receiving their donation of $300.00. The JACL treasurer is looking into this matter. Winter Carnival The date for the IFSCY Winter Carnival is December 28, 2019. Set up begins at 12:30. Doors open at 1:00. Clean up begins at 6:45. The first shift for students and adults will begin at 12:30 and ends at 3:45. The second shift for students and adults begins at 3:45 and ends at 7:00.  Whitney St. Michel stated that there is still need a food coordinator, game coordinator, music coordinator and a marketing coordinator. The food coordinatore needs to make up signs for food prices as well as ensuring the food supply and sales are going well. The game coordinator will ensure that the games are running smoothly. The music coordinator can create a new list of music or add to the list of music that Max downloaded last year. The marketing coordinator is responsible for getting the event on the community calendars and placing posters. . They proposed an entrance fee of $10.00 for an individual and $35.00 for four people--this includes, entrance fee, skate rentals, and meal tickets. It was suggested that IFSCY group hand out snacks (Whitney has ordered them). Sign up sheet for Winter Carnival volunteers went around as well as a sign up sheet for food donations (water, hot dogs, hamburgers, etc). Max Medema created a poster and asked for comments. He will incorporate the suggestions and bring multiple copies of the poster to the next meeting. Friendship Garden Clean-up ​Judy Sydel needs help with cleaning up the Friendship Garden. This will be done on Saturday, November 9 at 2:00 pm Please bring gloves and rakes. Skyping Kendra will find out if our group can have a skype call with the Sister City group in Tokai-Muri by the end of this year. She will let us know at the next meeting. Kendra stated that if anyone has a moment to please send a “Get Well” email to Keroko. If you need the email address please email Kendra Peck. Reminder: The next November meeting for Idaho Falls Sister City Youth is scheduled for November 18, at 7:00 pm at the Idaho Falls Public Library. December meeting will be on the 4th and the Winter Carnival is scheduled for the 28th of December. Please put the dates on your calendar. Student Activity: ​Meeting minutes for 11-06-2019 ​Charlie Madema talked about the Samurai and some of the things that they did. There were some interesting things that we learned. It goes back to the Emishi tribes and imperial Japan. The Samurai were built off of multiple things, which included respect, integrity, and other things. They were usually religious. Their armor was usually flexible which allowed them to be able to still move around. Their weapons were usually the Katana. The more weapons the person had, the more powerful the person usually was. The next person that taught a lesson was Samantha Gohl. She, taught the numbers. These were starting with the more simple letters, and what 1 through 10 was, using romaji. and then using Konji. Thank you all. Next meeting, November 18 We have Izzy Kelley and Abby G working together for Japanese hand Gestures. ​Meeting Adjourned: Gabe Padron motioned to adjourn meeting. It was seconded by Stephanie Van Ausdeln. Proposed 2020 Calendars (City holiday dates are final)  2020 COUNCIL WORK SESSIONS City Council Work Sessions are typically held on the Monday of Council Week at 3:00 p.m. at the City Annex Building, 680 Park Avenue, Idaho Falls, Idaho. Following is a list of Council Work Session dates for the 2020 Calendar Year: January 27, 2020 February 10, 2020 and February 24, 2020 March 9, 2020 and March 23, 2020 April 6, 2020 and April 20, 2020 May 11, 2020 and May 26, 2020 (Tuesday) June 15, 2020 and June 22, 2020 July 6, 2020 and July 27, 2020 August 10, 2020 and August 24, 2020 September 8, 2020 (Tuesday) and September 21, 2020 October 5, 2020 and October 19, 2020 November 9, 2020 and November 23, 2020 December 7, 2020 If you need communication aids or services or other physical accommodations to participate or access this meeting or program of the City of Idaho Falls, you may contact City Clerk Kathy Hampton at 612-8414 or the ADA Coordinator Lisa Farris at 612-8323 as soon as possible and they will make every effort to adequately meet your needs. P. O. Box 50220 - 308 Constitution Way - Idaho Falls, Idaho 83405 - (208) 612-8415 - Internet Homepage Address: www.idahofallsidaho.gov  2020 REGULAR COUNCIL MEETINGS City Council Meetings are held on the Second and Fourth Thursdays of each month at 7:30 p.m. at the City Annex Building, 680 Park Avenue, Idaho Falls, Idaho. Following is a list of Council Meeting dates for the 2020 Calendar Year, including those that have been designated as Special Meetings: January 9, 2020 and January 30, 2020 (Special Meeting) February 13, 2020 and February 27, 2020 March 12, 2020 and March 26, 2020 April 9, 2020 and April 23, 2020 May 14, 2020 and May 28, 2020 June 18, 2020 (Special Meeting) and June 25, 2020 July 9, 2020 and July 30, 2020 (Special Meeting) August 13, 2020 and August 27, 2020 September 10, 2020 and September 24, 2020 October 8, 2020 and October 22, 2020 November 12, 2020 and November 24, 2020 (Special Meeting) December 10, 2020 and December 17, 2020 (Special Meeting) If you need communication aids or services or other physical accommodations to participate or access this meeting or program of the City of Idaho Falls, you may contact City Clerk Kathy Hampton at 612-8414 or the ADA Coordinator Lisa Farris at 612-8323 as soon as possible and they will make every effort to adequately meet your needs. P. O. Box 50220 - 308 Constitution Way - Idaho Falls, Idaho 83405 - (208) 612-8415 - Internet Homepage Address: www.idahofallsidaho.gov  2020 IDAHO FALLS POWER BOARD MEETING SCHEDULE Idaho Falls Power (IFP) Board Meetings are held the fourth Thursday of each month. In the event of a special circumstance, the meeting will be moved accordingly. Unless otherwise noted, meetings will be scheduled from 7:00 a.m. – 11:00 a.m. at the IFP Conference Room, 140 S. Capital Avenue, Idaho Falls, ID. The following is a list of dates for the 2020 Calendar Year. Thursday, January 30, 2020 Thursday, February 27, 2020 Thursday, March 26, 2020 Thursday, April 23, 2020 Thursday, May 28, 2020 Thursday, June 25, 2020 Thursday, September 24, 2020 Thursday, October 22, 2020 Thursday, November 12, 2020 Thursday, December 10, 2020 (tentative) Other dates of interest (Board attendance is encouraged): February 24-26, 2020 – American Public Power Association (APPA) Legislative Rally (PMC Member only) January 6-8, 2020 – Idaho Consumer Owned Utilities Association (ICUA) Legislative Conference July 22-24, 2020 – Idaho Consumer Owned Utilities Association (ICUA) Annual Meeting August 17-19, 2020 – Utah Associated Municipal Power Systems (UAMPS) Annual Member Conference December 15-16, 2020 – Utah Associated Municipal Power Systems (UAMPS) Annual Meeting P. O. Box 50220 - 308 Constitution Way - Idaho Falls, Idaho 83405 - (208) 612-8415 - Internet Homepage Address: www.idahofallsidaho.gov City of Idaho Falls 2020/21 Budget Calendar Wednesday, March 18 2020/21 Mayor and Director Budget Discussion Friday, March 27 or 2020/21 Mayor and City Council Budget Workshop Saturday, March 28 Monday, April 27 Municipal Services submits budget hearing notification form to county (no later than April 30) Thursday, May 7 Budget Watch 6:30-8:00 pm Friday, May 29 Department Directors submit final 2020/21 budget, personnel inventory and fees to Municipal Services and Legal (fees only) Wednesday, July 1 Municipal Services to upload budget and fees to City Council drop box Monday, July 6 City budget discussion (Work session) Monday, July 13 City budget discussion and department budget presentations (Special Session) Thursday, July 16 City department budget discussion (as needed) (Special Session) Friday, July 17 City department budget presentations (as needed) (Special Session) Monday, July 20 Council directed budget discussion (as needed) (Special Session) Tuesday, July 21 Council directed budget discussion (as needed) (Special Session) Thursday, July 30 Council tentative (not to exceed amount) approval of Regular Council Meeting budget and fees and authorize publication of notices Friday, July 31 Public hearing and fee notices to Post Register By 9:00 am Sunday, August 2 Publish notice of public hearing and fees Sunday, August 9 Publish notice of public hearing and fees City of Idaho Falls 2020/21 Budget Calendar Thursday, August 13 Public hearing for budget and fees Friday, August 21 Council directed budget discussion (as needed) Monday, August 24 Council directed budget discussion (as needed) (as a note Thursday, August 27 agenda must be posted on Tuesday, August 25) Thursday, August 27 Adopt budget ordinance and fee resolution Monday, August 31 Budget ordinance and fee resolution to Post Register (By 9:00 am) Certify tax dollars to county (L-2 form) Publish budget ordinance and fee resolution on website Friday, January 1 Send copy of budget ordinance to Secretary of State City Council Mayor Departments Public  2020 COUNCIL TRAVEL AND CONFERENCES The following is a list of Council travel dates for meetings, conferences, and trainings occurring in the 2020 Calendar Year: ICUA (Boise) January 6-7, 2020 AIC Water Summit (Boise) January 22, 2020 AIC’s City Officials’ Day (Boise) January 23, 2020 AIC Spring Academy April 2020 (TBD) Airport Commissioners’ and Board Members’ Conference May 3-5, 2020 (tentative) AIC Annual Conference (Boise) June 10-12, 2020 ICUA Annual Meeting (Boise) July 22-24, 2020 UAMPS Annual Member Conference (Heber, UT) August 17-19, 2020 AIC Fall Academy November/December 2020 (TBD) AIC Legislative Committee Meeting December 2020 (TBD) UAMPS Annual Meeting (Salt Lake City) December 15-16, 2020 Please note:  BMPO has not yet set the 2020 meeting calendar; however, they do anticipate that the Technical Advisory Committee meetings will remain on the second Wednesday of each month, and the Policy Board meetings will remain on the third Wednesday of each month  Airport Leadership Workshops for 202 have not yet been scheduled, but should be anticipated. The Saturday format may prove once again to be preferred  The Public Works Annual Utilities Board Meeting will be held again in 2020. The Director is still working on a date  Occasional, Department-Specific Meetings and Travel may be required of Department Liaisons. Directors will communicate this in Liaison Meetings. P. O. Box 50220 - 308 Constitution Way - Idaho Falls, Idaho 83405 - (208) 612-8235 - Internet Homepage Address: www.idahofallsidaho.gov  Office of the Mayor Monday, November 25, 2019 Liiingo Item Description Please find attached an iiiCode to scan (using a phone’s camera function) and download Liiingo. Liiingo is a mobile application that makes multimedia content instantly available to visitors and residents in multiple languages. The City of Idaho Falls has utilized this capability to create the “Idaho Falls Experience”, a comprehensive app with information available in English, Chinese, Japanese, and Spanish. Purpose The purpose of designing this app is to further the tourism and economic development efforts of the City of Idaho Falls. It will enhance visitors stays by increasing awareness and accessibility to valuable information, activities, services, and accommodations through provision of translated content. In addition, the City of Idaho Falls will gain insight into visitor preferences and perceptions with analytics capabilities. Fiscal Impact / Financial Review The cost to the City of Idaho Falls for design and implementation is $5,500. These funds were awarded to Liiingo through the 2019-2020 Community Partnership Grant. Legal Review Not applicable Interdepartmental Review Not applicable Recommended Action The recommended action is to learn about, download, and become familiar with the Liiingo Idaho Falls Experience. ☐ Economic ☐ Governance ☐ Growth ☐ Learning ☒ Livable ☐ Safety ☐ Sustainability ☐ Transportation 2  Honorable Mayor and City Council Chris H Fredericksen, Public Works Director November 19, 2019 Costco Water Line – Memorandum of Understanding and Water Line Purchase Agreement with Falls Water Attached for discussion are two documents proposed by the Public Works Department to resolve water service issues. The first document is a Memorandum of Understanding (MOU) with Falls Water Company that creates a baseline understanding for future service of water customers near the northeast city limits. The second attachment is an Asset Purchase Agreement with Falls Water Company that, if approved, would allow the city to purchase the existing water line within Lincoln Road between 25th East (Hitt Road) and Applewood Way for $43,385.30. The City Attorney prepared both documents. 2019-108  RESOLUTION NO. 2019- A RESOLUTION OF THE CITY OF IDAHO FALLS, IDAHO, A MUNICIPAL CORPORATION OF THE STATE OF IDAHO, MEMORIALIZING CITY POLICY BY GRANTING THE MAYOR SPECIAL AUTHORITY TO EXECUTE CONTRACTS TO PERMIT OUTSIDE THE CITY CONNECTIONS TO PROPERTIES WITHIN THE GEOGRAPHIC BOUNDARIES OF THE LOCAL IMPROVEMENT DISTRICT NO. 2, ESTABLISHED BY BONNEVILLE COUNTY ORDINANCE NO. 108-7; AND PROVIDING THAT THIS RESOLUTION BE EFFECTIVE UPON ITS PASSAGE, APPROVAL AND PUBLICATION ACCORDING TO LAW. WHEREAS, on October 12, 1977, Local Improvement District No. 2 was established by Bonneville County Ordinance No. 108-7; and WHEREAS, the purpose of the Local Improvement District No. 2 was to improve and construct the Bonneville County Woodruff-North Highway Sanitation Sewer along Woodruff Avenue; and WHEREAS, in order to complete the construction of the sewer collection system a tax was assessed upon certain properties, as illustrated in Exhibit “A” attached hereto and incorporated as a part of this Resolution; and WHEREAS, an express purpose of the Local Improvement District No. 2 was to permit those properties within the taxing area to connect to the sewer constructed from the collected taxes; and WHEREAS, the Bonneville County Woodruff-North Highway Sanitation Sewer has been subsumed into and is now a part of the Idaho Falls City Sewer System; and WHEREAS, the City assumed the duties and rights associated with the Bonneville County Woodruff-North Highway Sanitation Sewer, including the requirement to connect the properties within Local Improvement District No. 2; and WHEREAS, some of the properties that are within Local Improvement District No. 2 are also located outside of the City’s geographical limits; and WHEREAS, timely execution of out of City connection agreements for the properties within the Local Improvement District No. 2 is necessary for the efficient accomplishment of City operations and economic development; and WHEREAS, authorizing the Mayor to enter into such contracts will promote efficiency and timeliness. NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND COUNCIL OF THE CITY OF IDAHO FALLS, IDAHO, AS FOLLOWS: RESOLUTION – LID #2 Connection Agreements PAGE 1 OF 2  1. The Mayor is granted specific authority to approve out of City connection agreements for those properties within the Local Improvement District No. 2. 2. Prior to execution, out of City Connection Agreements will be reviewed by the City Attorney. This Resolution shall be in full force and effect from and after its passage by the Council. ADOPTED and effective this ________ day of _________________, 2019. CITY OF IDAHO FALLS, IDAHO Rebecca L. Noah Casper, Mayor ATTEST: Kathy Hampton, City Clerk RESOLUTION – LID #2 Connection Agreements PAGE 2 OF 2  Exhibit A Lockheed Cir November 19, 2019 1 " = 800 ' Piper St 4 l ria st du In Bl vd Spitf i r e St na ng ss oei C e St St B Bonneville N County 15 LID #2 th y Hw E to ne ws llo uff Ye dr N oo Q N W Ave Cottle ua il Dr D r Turnbu r ll D n g ni o w r B St Hemmert Ave Hawthorne St Hodson St Glennbrier St W Quail Dr Huckleberry St o odruff C ir Lincoln Rd Bennett Ave Duchess Dr Sherry Ave Waid St fin Ln Chaf on Ve rn Ave Rowland Jones St Ave Wheeler St Royal Ave Marv Way Quincy St Al a m r k Dr Bentley Way Payne St e da Hollip a Poulson St Ave Wo P odruff a rk E Elva St yal Ro e Lovejoy St Kearney St Av  Honorable Mayor and City Council Chris H Fredericksen, Public Works Director November 19, 2019 Proposed Resolution allowing the Mayor to approve Sewer Service Connections within Bonneville County – Local Improvement District (LID) 2 Attached for discussion is a proposed Resolution that, if approved, would allow the Mayor to execute sanitary sewer service connection agreements to properties located within the Bonneville County Local Improvement District (LID) 2. This improvement district was created in 1977 and properties within its boundaries have been paying sewer assessments to allow for these connections. This resolution would allow the Mayor to approve each of these individual agreements rather than require all of them to be considered at regular Council Meetings. The City Attorney prepared the Resolution. 2019-109  MEMORANDUM OF UNDERSTANDING BETWEEN FALLS WATER COMPANY AND THE CITY OF IDAHO FALLS I. PURPOSE: The purpose of this Memorandum of Understanding (“MOU”) between Falls Water Company, a subsidiary of Northwest Natural Water, LLC, an Oregon Limited Liability Company (“FALLS WATER”) and City of Idaho Falls, Idaho, a municipal corporation of the State of Idaho (“CITY”), is to address potential future boundary considerations for water service area as it affects FALLS WATER and CITY. II. STATEMENT OF MUTUAL INTERESTS AND BENEFITS: FALLS WATER provides water service to customers both inside and outside of CITY’s Current Area of CITY Impact. CITY provides water service to customers inside of CITY’s current Area of CITY Impact. Currently there are areas where FALLS WATER’s service area and the CITY’s service overlap, due to CITY annexation. It is in the mutual interest of FALLS WATER and CITY to voluntarily, conceptually, and tentatively outline likely boundaries between FALLS WATER and CITY, in order to promote responsible planning, engineering and development, to avoid unnecessary duplication of infrastructure installation, and to assist developers in understanding and taking into consideration areas which are anticipated to be served by FALLS WATER and the areas which are anticipated to be served by CITY. III. FALLS WATER SERVICE AREA: FALLS WATER currently plans to provide water service in locations labeled as “Current Service Area,” “To Be Added to Service Area,” and “Future Service Area within anticipated City Limits”, as illustrated on Exhibit “A,” the “Water Service Area Boundary Map.” This planned FALLS WATER service area is also described in Exhibit “B,” the “Planned Falls Water Company Service Area Expansion Boundary Description”, dated July 1, 2019. IV. CITY SERVICE AREA: CITY currently plans to provide water service in the “Idaho Falls Future Service Area” as illustrated on Exhibit “A,” the CITY/FALLS WATER “Water Service Area Map,” which is also described in Exhibit “B,” the "Anticipated City of Idaho Falls Service Area Expansion Boundary Description", dated July 1, 2019. FALLS WATER AND CITY OF I.F. MOU PAGE 1 OF 6 V. MUTUAL COVENANTS: 1. PARTICIPATION IN SIMILAR ACTIVITIES: This MOU in no way restricts FALLS WATER or CITY from asserting and executing their respective legal and contractual duties, rights, and responsibilities; any future decisions by elected officials; or participation in similar agreements with other public or private agencies, organizations, and individuals. Further, this MOU in no way restricts FALLS WATER or CITY from mutually communicating with each other regarding service in areas which, in the future, each determines will be better served by alternative agreement or method. 2. COMMENCEMENT/EXPIRATION/TERMINATION: This MOU, pending prior approval of the Idaho Public Utility Commission and City of Idaho Falls City Council, will take effect upon the signature of FALLS WATER and CITY and shall remain in effect for a period of five (5) years from the date of last signature. This MOU shall be automatically extended for succeeding periods of five (5) years each unless otherwise terminated by either party as set out in this Section 2 in this MOU. Either FALLS WATER or CITY may terminate this MOU with a 30-day prior written notice to the other. Both parties may agree to amend the service area boundaries identified in this MOU once future development extends outside of the service areas contained in this MOU and into properties within E 49th North, N 25th East, and US Hwy 20. 3. RESPONSIBILITIES OF THE PARTIES: i FALLS WATER and CITY plan to each utilize their own resources and authority, including the expenditure of their own respective funds, in pursuing the mutual objectives of this MOU. Each party will carry out its separate activities but will make good faith efforts to coordinate in a mutually beneficial manner, where practicable and as allowed or controlled by law or regulations. ii As part of its good faith effort to coordinate growth issues with CITY, FALLS WATER agrees to petition the Idaho Public Utility Commission to remove the portion of FALLS WATER’s service area identified as “To Be Removed from Service Area”, as shown on Exhibit “A”. 4. EFFECT ON EXISTING SERVICES: This MOU shall not affect the existing services of FALLS WATER and CITY or pending applications for water service, with the exception of the “To Be Removed from Service Area” property depicted on the FALLS WATER/CITY "Water Service Area Boundary Map", which is attached as Exhibit “A”. This property described in Exhibit “A” is currently served by FALLS WATER, but is to be served by CITY upon CITY purchase of the waterline from FALLS WATER and associated uses to service said property. FALLS WATER AND CITY OF I.F. MOU PAGE 2 OF 6  5. SCOPE OF AGREEMENT: This MOU shall affect, to the extent allowed by the Idaho Code, as interpreted, the “To Be Added to Service Area,” “To Be Removed from Service Area,” and “Future Service Area within anticipated City Limits” as shown on Exhibit “A”, and is not intended to require permission of the other party in order for a party to expand outside of their respective current service areas. VI. SIGNATURES ATTEST CITY OF IDAHO FALLS BY:__________________________ BY: ____________________ Kathy Hampton Rebecca L. Noah Casper City Clerk Mayor FALLS WATER COMPANY BY: _________________________________ Representative of Falls Water Company STATE OF IDAHO ) ) ss. County of Bonneville ) On this ___________day of ____________________, 2019, before me, the undersigned, a notary public for Idaho, personally appeared Rebecca L. Noah Casper known to me to be the mayor of the City of Idaho Falls, Idaho, the municipal corporation that executed the foregoing document, and acknowledged to me that she is authorized to execute the same for and on behalf of said City. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ___________________________________ Notary Public for Idaho Residing at Idaho Falls My Commission Expires:______________ FALLS WATER AND CITY OF I.F. MOU PAGE 3 OF 6 STATE OF __________ ) ) ss. County of _____________ ) On this ___________day of ____________________, 2019, before me, the undersigned, a notary public for Idaho, personally appeared _______________ known to me to be the ________________ of Falls Water Company, a subsidiary of Northwest Natural Water, LLC, an Oregon Limited Liability Company, the company that executed the foregoing document, and acknowledged to me that they are authorized to execute the same for and on behalf of said company. IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the day and year first above written. ___________________________________ Notary Public for _________ Residing at ____________ My Commission Expires:______________ FALLS WATER AND CITY OF I.F. MOU PAGE 4 OF 6  Exhibit “A” FALLS WATER AND CITY OF I.F. MOU PAGE 5 OF 6  Exhibit “B” Proposed Falls Water Company Service Area Expansion Boundary Description (July 1, 2019) All of Section 4, the northeast quarter of Section 9, the northwest quarter of Section 9 (less the portion lying west of North 15th East), the northeast quarter of Section 16 (only that portion that comprises Staffwood Subdivision Division No. 1 of Bonneville County, Idaho and the unplatted property RP02N38E160005 at the southwest corner of the intersection of North 25th East and Lincoln Road), Township 2 North, Range 38 East, Base & Meridian. Anticipated City of Idaho Falls Service Area Expansion Boundary Description (July 1, 2019) All of Section 8, the northwest corner of Section 9 (only the portion lying west of North 15th East), the southwest quarter of Section 9, the southeast corner of section 9, the northwest quarter of Section 16, and the northeast quarter of Section 16 (less the portion that comprises Staffwood Subdivision Division No. 1 of Bonneville County, Idaho and the unplatted property RP03N38E160005 at the southwest corner of the intersection of North 25th East and Lincoln Road), Township 2 North, Range 38 East, Base & Meridian. FALLS WATER AND CITY OF I.F. MOU PAGE 6 OF 6  ASSET PURCHASE AGREEMENT BETWEEN SELLER AND CITY OF IDAHO FALLS, IDAHO This Asset Purchase Agreement (the “Agreement”), dated this _____ day of _______, 2019 is between City of Idaho Falls, Idaho, a municipal corporation of the State of Idaho, (“Buyer”); and Falls Water Company, a subsidiary of Northwest Natural Water, LLC, an Oregon Limited Liability Company. (“Seller”) Seller and Buyer are sometimes referred to collectively as “Parties” and individually as “Party.” WHEREAS, Seller owns certain distribution assets located at between 2174 E Lincoln Road, Idaho Falls, Bonneville County, Idaho, and more particularly described in Exhibit “C”, attached to this Agreement and incorporated herein; and WHEREAS, Buyer has agreed to purchase the distribution assets from Seller, and Seller hereby agrees to sell the distribution assets to Buyer in accordance with and subject to all of the terms and conditions of sale as expressed herein; and 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: 1.1. “Assets” means those distribution assets owned by Seller, as set forth in Exhibit “A”. A map showing the location of the Assets is attached as Exhibit “C”. 1.2. “Commission” means the Idaho Public Utilities Commission. 1.3. “Legal and Transaction Costs” means costs in additional to the total cost of the Assets and incurred by Seller in order to effectuate this transaction, as set forth in Exhibit “A”. 1.4. “Purchase Price” means the total price Buyer will pay to Seller for (a) the Assets; (b) the Legal and Transaction Costs and (c) the Revenue Reimbursement Costs pursuant to Section 2 of this Agreement. 1.5. “Transferred Customers” means the Customers that will be transferred to the City of Idaho Falls as a result of this transaction and are listed in Exhibit “B”. 1.6. “Transfer Date” means the date upon which Seller executes the bill of sale for the Assets and all of the Transferred Customers shall become the customers of the City of Idaho Falls. 2. Sale and Purchase of Assets. 2.1. Assets to Be Sold. Subject to all of the terms and conditions of this Agreement, Seller agrees to sell and Buyer agrees to buy all of Seller’s right, title, and interest in the Assets. 2.2. Purchase Price. The purchase price shall be $43,385.30 ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 1 OF 12 2.3. Payment. The Purchase Price shall be paid to Seller by Buyer within fifteen (15) days of the date this Agreement is executed by both Parties; such payment shall be by check. 2.4. Instruments of Conveyance and Transfer. Subject to the satisfaction of the conditions precedent set forth in Section 8 of this Agreement, and pursuant to all of the terms and conditions of this Agreement, Seller shall execute and deliver to Buyer a bill of sale to vest in Buyer good and marketable title to the Assets, subject to no security interests, liens or encumbrances, and substantially in the form of the bill of sale attached hereto as Exhibit “D”. 2.5. Sales, Transfer, and Other Taxes. Any sales, excise, transfer, purchase, use, or similar tax which may be payable by reason of the sale of all or a portion of the Assets shall be borne and paid by Buyer. 3. Ownership; Separation and Transfer, Operation and Maintenance; Risk of Loss 3.1. Ownership. Seller shall own the Assets until the Transfer Date. 3.2. Separation and Transfer. The Parties mutually agree upon the following procedures for transferring possession and operation of the Assets: After the Transfer Date, the Assets shall no longer be, or deemed to be, part of Seller’s utility system. Seller will read its meters as of the Transfer Date and issue a final billing to the Transferred Customers for any utility used, and any other charges that have accrued prior to the Transfer date. Immediately upon the Transfer Date Buyer shall be responsible for the reliable provision of utility service to, and all billings and collections from, the Transferred Customers and for any and all maintenance obligations of the Assets. 3.3. Transfer of Customers. Seller shall relinquish utility service to all of its residents at 11:59 a.m. Idaho Falls local time on the Transfer Date, or such other date as mutually agreed to by the parties in writing. Seller shall be obligated to continue to provide service and entitled to receive payment from the sale and delivery of utility service up to the Transfer Date, and Buyer shall have the authority and the obligation to provide utility service to the Transferred Customers and shall be entitled to receive payment from any utility service from and after 12:00 p.m. Idaho Falls local time on the day after the Transfer Date, unless otherwise agreed to by the Parties in writing. From and after the Transfer Date, service to the Transferred Customers shall be provided by Buyer. 3.4. Operation and Maintenance; Risk of Loss. After the Transfer Date, Buyer shall own and be solely responsible for the operation and maintenance of the Assets and risk of loss of the Assets. Prior to the Transfer Date, Seller shall be responsible for the operation and maintenance of the Assets. 4. Representations and Warranties of Seller. Seller represents and warrants as follows: 4.1. Organization and Powers of Seller. Seller is an Idaho corporation, duly organized and validly existing under the laws of the State of Idaho, and is duly qualified to do business in the State of Idaho. Seller has all requisite power and authority to own the Assets. ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 2 OF 12 4.2. Authority Relative to Agreement; Governmental Authorization. Seller 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 Seller enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedies of specific performance and injunctive relief are subject to the discretion of the court before which any proceeding may be brought. No declaration, filing, or registration with, or notice to, or authorization, consent, or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Seller or the consummation by Seller of the transactions contemplated by this Agreement, provided that Seller makes no representation or warranty with respect to approvals which may be required from the Idaho Public Utilities Commission. 4.3. 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 Seller is now a Party or by which any of its assets may be bound or affected. 4.4. Title to the Assets. Seller has good and marketable title to the Assets free and clear of all liens, mortgages, pledges, claims, charges, security interests, or other encumbrances. 4.5. Condition of Assets. The Assets will be sold to Buyer “AS IS, WHERE IS.” Seller hereby disclaims and excludes here from, (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 merchantability or fitness for use or for a particular purpose, or (c) any express or implied representation, guarantee, obligation, liability, or warranty of Seller, express or implied, of any kind, arising by law or from course of performance, course of dealing, or usage of trade. 5. Representations and Warranties of Buyer. Buyer represents and warrants as follows: 5.1. Organization and Powers of Buyer. Buyer is duly qualified to do business in the State of Idaho as an Idaho Municipal Corporation, incorporated and authorized by the Idaho Constitution and Idaho Code Title 50. Buyer has all requisite power and authority to own the Assets. 5.2. Authority Relative to Agreement; Governmental Authorization. Buyer 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 Buyer 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 ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 3 OF 12  equitable remedies of specific performance and injunctive relief are subject to the discretion of the court before which any proceeding may be brought. No declaration, filing, or registration with, or notice to, or authorization, consent or approval of, any governmental or regulatory body or authority is necessary for the execution and delivery of this Agreement by Buyer or the consummation by Buyer of the transactions contemplated by this Agreement, provided that Buyer makes no representation or warranty with respect to approvals which may be required from the Idaho Public Utilities Commission. 5.3. 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 Buyer is now a Party or by which any of its assets may be bound or affected. 5.4. Condition of Assets. The Assets will be purchased by Buyer “AS IS, WHERE IS.” Buyer acknowledges that Seller disclaims and excludes here from, (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 merchantability or fitness for use or for a particular purpose, or (c) any express or implied representation, guarantee, obligation, liability, or warranty of Seller, express or implied, of any kind, arising by law or from course of performance, course of dealing, or usage of trade. 6. Covenants of Seller. Seller covenants and agrees as follows: 6.1. Conduct of Business. Seller shall own and operate the Assets 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 Assets out of the ordinary course of business, including entering into any contract or financing arrangement that limits Seller’s ability to sell the Assets to Buyer. 6.2. Insurance. Until the Transfer Date, Seller shall continue to self-insure or carry insurance currently in effect related to the Assets, adequate to insure the Assets against loss or damage by fire and other risks, and public liability consistent with and in accordance with its past practices. 6.3. Reasonable Efforts. Subject to the terms of this Agreement and fiduciary obligations under applicable law, Seller 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 Seller’s obligations hereunder and to complete the transaction contemplated by this Agreement. 6.4. Notification. Seller will give Buyer 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. 6.5. Access to Assets. Until the Transfer Date, Seller shall allow Buyer and its authorized agents and representatives reasonable access to the Assets. ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 4 OF 12 7. Covenants of Buyer. Buyer covenants and agrees as follows: 7.1. Insurance. After the Transfer Date, Buyer shall carry insurance or liability coverage adequate to insure the Assets against loss or damage by fire and other risks, and public liability consistent with and in accordance with its past practices for like assets. 7.2. Reasonable Efforts. Subject to the terms of this Agreement and fiduciary obligations under applicable law, Buyer 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 Buyer’s obligations hereunder and to complete the transaction contemplated by this Agreement. 7.3. Notification. Buyer will give Seller 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. 7.4. Indemnity. Buyer shall defend, indemnify, and hold harmless Seller, 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 Buyer’s ownership, operation, or maintenance of the Assets following the Transfer Date. This obligation shall survive the termination of this Agreement and completion of the transactions contemplated by this Agreement. 7.5. Rights-of-way. Prior to the Transfer Date, Buyer shall independently obtain at Buyer’s own expense, all easements or other real property rights, licenses or permissions, (“rights-of-way”) necessary for Buyer to lawfully operate and maintain the Assets as they presently exist, and upon request, Buyer shall provide reasonably satisfactory evidence of having done so to Seller. 7.6. Operation, Maintenance, Repair, or Replacement of the Assets. Buyer has or will arrange for qualified personnel to operate, maintain, and repair the Assets, and will in no way rely on Seller for such services. Buyer has or is prepared to locate and procure on its own behalf, replacement components, including transformers, in the event of failure of any or all of the Assets at any time. Buyer takes full responsibility for the installation of such replacement components. 8. Conditions Precedent; Bill of Sale. All of the obligations of Seller under this Agreement are subject to the fulfillment, prior to and upon the Transfer Date, of each of the following conditions: 8.1. Representations, Warranties and Covenants of Buyer. All representations and warranties made in this Agreement by Buyer 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, Buyer shall have complied in all material respects with all covenants made by it in this Agreement. 8.2. 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 ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 5 OF 12  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. Additionally, Seller’s obligation to transfer title to the Assets to Buyer by providing Buyer with the bill of sale contemplated herein shall be contingent upon the following: 8.3. Payment of Purchase Price. Buyer shall have paid to Seller the Purchase Price. 8.4. Rights-of-way. Buyer shall have provided to Seller the evidence of necessary rights-of-way provided for in Section 7.5 of this Agreement. 9. Survival of Representations and Warranties. All representations and warranties of the Parties, and all liability therefor, shall survive for a period of one (1) year past the Transfer Date, at which time the obligations under this Agreement shall cease and expire. Notwithstanding the forgoing, obligations under Section 7.4 of this Agreement shall continue indefinitely. 10. Termination. 10.1. Termination. This Agreement may be terminated and abandoned at any time prior to the Transfer Date if: a. The Parties agree in writing to terminate this Agreement by mutual consent; or b. Buyer delivers a written notice to Seller to the effect that Seller has defaulted in a material respect under one (1) 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 Buyer) within thirty (30) days after the date such notice is delivered by Buyer to Seller; or c. Seller delivers a written notice to Buyer to the effect that Buyer 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 Seller) within thirty (30) days after the date such notice is delivered by Seller to Buyer; or d. The Transfer Date shall not have occurred on or before _________________, 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 ______________________. 10.2. Effect of Termination. Except where specific terms and conditions of this Agreement provide that such terms and conditions survive termination of this Agreement, any termination pursuant to this Section 10 shall relieve both Parties hereto of their obligations set obligations of the Parties to implement this ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 6 OF 12  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 Seller 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 determination, amendment, rule, regulation or order; or, if so ordered, this Agreement shall terminate without effecting transfer of the Assets to Buyer, or the Assets and the purchase price shall be returned if transfer has already occurred; and in any of the foregoing events, Seller shall not be liable to Buyer for damages or losses of any kind whatsoever, including consequential damages, which Buyer may sustain as a result of such determination, amendment, rule, regulation, or order, or modification or termination of this transaction, and Buyer shall pay all Disconnect Costs incurred by Seller, or irrevocably committed to, on or before the date of any such regulatory action. 13. Miscellaneous. 13.1. 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. 13.2. 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. 13.3. 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. 13.4. Jury Waiver. To the fullest extent permitted by law, each of the Parties waives any right it may have 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 which a jury trial cannot be or has not been waived. 13.5. 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. 13.6. Notices. All notices, requests, demands, and other communications given by Buyer or Seller 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 Seller: ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 7 OF 12  With a copy to: If to Buyer: City of Idaho Falls Chris Fredericksen PO Box 50220 Idaho Falls, ID 83405 With a copy to: David Richards PO Box 50220 Idaho Falls, ID 83405 or to such other address as Buyer or Seller may designate in writing. 13.7. 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 agreements and understandings, oral and written, between the Parties hereto with respect to the Assets described in Exhibit “C.” 13.8. Counterparts. 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. 13.9. No Joint Powers Agreement or Partnership Created. The parties herein specifically do not intend to and do not by this Agreement create a Joint Powers Agreement or partnership of any kind. IN WITNESS WHEREOF, the Parties have signed this Agreement as of the date first above written. CITY OF IDAHO FALLS SELLER By:_____________________________ By:______________________________ Name: Rebecca Casper Name: Title: Mayor, Idaho Falls Title: Vice President / General Counsel ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 8 OF 12  Exhibit "A" Depreciated Purchase Value of Falls Water Company 12" Waterline and Associated Appurtenances Notes: 1) Quantities are determined from construction drawings and site plans for the installation of the assets to be purchased, which were entered into GIS mapping. 2) Values are taken from 2 invoices provide by Falls Water Company (Invoice #4212, Landon Excavating, Inc., 6-30-2005; Invoice #05- 6597-06, Mountain River, Inc., 7-7-2005) Item Quantity Unit Value Unit Amount SL Depreciated Value (13 yrs)* Life (yrs) 12" PVC Waterline 1,420 $ 18.00 LF $ 25,560.00 $ 22,237.20 100 12" 45˚ Elbow 2 $ 300.00 EA $ 600.00 $ 522.00 100 12" Plug 1 $ 200.00 EA $ 200.00 $ 174.00 100 12" x 8" Tee 2 $ 425.00 EA $ 850.00 $ 739.50 100 12" Valve** 2 $ 1,000.00 EA $ 2,000.00 $ 1,480.00 50 8" PVC Waterline 780 $ 11.00 LF $ 8,580.00 $ 7,464.60 100 8" Valve 2 $ 850.00 EA $ 1,700.00 $ 1,258.00 50 8" Plug 2 $ 150.00 EA $ 300.00 $ 261.00 100 8" x 6" Tee** 2 $ 350.00 EA $ 700.00 $ 609.00 100 6" PVC Waterline** 40 $ 10.00 LF $ 400.00 $ 348.00 100 6" Valve** 2 $ 600.00 EA $ 1,200.00 $ 888.00 50 3/4" Water Service** 1 $ 650.00 EA $ 650.00 $ 481.00 50 Fire Hydrant** 2 $ 2,000.00 EA $ 4,000.00 $ 2,960.00 50 Asphalt Patch (Lincoln 8" WL) 1 $ 435.00 EA $ 435.00 $ 435.00 N/A Asphalt Patch 92' x 5' (Lincoln 12" WL) 1 $ 1,334.00 EA $ 1,334.00 $ 1,334.00 N/A Engineering Services 1 $ 2,194.00 LS $ 2,194.00 $ 2,194.00 N/A Proposed Current Purchase Value: $ 43,385.30 * - Straight line depreciation for 13 yrs; 100-yr life for pipe & fittings, 50-yr life for services, valves, & hydrants; $0 salvage value. ** - Estimated value for installation year (2006) ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 9 OF 12  Exhibit B Transferred Customers 1. Lincoln Storage, 2174 E Lincoln Road, Idaho Falls, Idaho. ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 10 OF 12  ´ 1722 1720 1725 1735 1770 Exhibit "C" City of Idaho Falls' Purchase of Falls Water Company's Dr Waterline and Associated Appurtenances 1760 9-4 es Whispering Pi n 2N-38E 1 inch = 100 feet ] Pinewood Dr 1750 8" Plug 8" PVC Waterline 1710 1740 ! ( 1730 ! O ] 12" PVC Waterline (typ) T ] ' G ! ( . ! !## ## (!O!O!O!O ! !O O O ! ! O 12" Valve Lincoln Rd 12" Plug 8" Valve G ! ( ! (] Û' ò ! ! O T PWS '' *#* (! T ! # ! ! T ( !! ! ('' ! ( ! ' !! '( ! ! (' P !! S T Crow Creek ] ! ( '' ! ( 12" 45 deg Elbow (typ) ! ( G PWS T ' ! ! . ] 8" Valve ] 6" Valve N 25th E G! ! ( ! ( !T ' 2290 12" Valve Outline of Assets Being Purchased 3/4" Water Service 2174 ( ! R d ! ( 8" PVC Waterline 1523 2280 16-1 2N-38E PWS Applewood Way Fire Hydrant (typ) 1523 6" Valve G! ! ( ! ( T PWS ! ' ] 8" Plug 1523 ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 11 OF 12  Exhibit D Bill of Sale Seller: Falls Water Company, a subsidiary Northwest Natural Water, LLC, an Oregon Limited Liability Company Buyer: City of Idaho Falls For valuable consideration totaling _______________ ($______________) the receipt of which is hereby acknowledge, Falls Water Company, a subsidiary of Northwest Natural Water, LLC, an Oregon Limited Liability Company (“Seller”) hereby grants, bargains, sells, and delivers to the City of Idaho Falls (“Buyer”), pursuant to an Asset Purchase Agreement dated as of ______________________, all its right, title, and interest in and to all of the Assets listed on Exhibit A, attached to said Asset Purchase Agreement, and presently in the possession of Seller. THE ASSETS ARE SOLD AND DELIVERED TO BUYER “AS IS, WHERE IS” SELLER 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 MERCHANTABILITY OR FITNESS FOR USE OR FOE A PARTICULAR PURPOSE, OR (C) ANY EXPRESS OR IMPLIED REPRESENTATION, GUARANTEE, OBLIGATION, LIABILITY, OR WARRANTY OF SELLER, EXPRESS OR IMPLIED, OF ANY KIND, ARISING BY LAW OR FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. Dated this _______ day of __________ 2019. Falls Water Company, a subsidiary of Northwest Natural Water, LLC, an Oregon Limited Liability Company By:___________________________ Name: Title: ASSET PURCHASE AGREEMENT BETWEEN IDAHO FALLS AND SELLER PAGE 12 OF 12