20151130Petition.pdf

Packsaddle Water Systems, lnc.
P. O. Box 71
Driggs, ldaho 83422
November L6,2OL5
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ldaho Public Utilities Commission
P. O. Box 83720
Boise, ldaho 83720-N74
Dear Commission:
Please consider this application for the purchase of the small water company known as Packsaddle
Estates Water Corporation by a new non-profit corporation named Packaddle Water Systems, !nc.
Packaddle Estates Water Corporation has operated the water system for the subdivision named
Packsaddle Creek Estates for nearly 40 years. This subdivision is located in Teton County, ldaho. The
previous small water company was a for-profit corporation run by a single person, Rea Fulmer. Under
this for-profit corporation, the subdivision's water customers had no vote or input concerning the
operation of the water system.
A copy of the Articles of lncorporation for the new non-profit corporataon filed with the ldaho
Secretary of State is enclosed herein. The Secretary of State's certification number for this new
corporation is C205084. There are no By-Laws for the non-profit corporation. As you can see, each
customer of the new water company is a voting member and the company has a four-member Board of
Directors who serve without compensation. Officers also serve without compensation. Since it is a new
company, there are no financialstatements available.
Rea Fulmer is in poor health and is on a constant orygen supply. She is mostly confined to her
home. She is unable to see to the maintenance and operation of the Packsaddle water system and
requested that the residents assume those responsibilities; thus, the need for the formation of the new,
democratically-run, non-profit corporation, Packaddle Water Systems, lnc. The Subdivision has never
had a HOA, but this new corporation serves the same functions as a HOA in every significant respect.
Rea Fulmer has imparted her knowledge of the operation of this water system to the members of the
new corporation who are physically and mentally able to see to its operation. The new corporation has
hired an on-call maintenance man with construction, mechanical, electrical and pipe fitting experience.
The company that has conducted all major repairs to the system in the past 25 years, Housley Pumps, is
still available to the new corporation. Rea Fulmer is also accessible by phone as a consultant.
Enclosed is a copy of the executed Purchase/Sales agreement between the buyer and seller of the
subject small water company. Also enclosed is a copy of the Quitclaim Deed transferring the pump
house and the land upon which it is situated to the new non-profit corporation. Packsaddle Water
Systems, lnc. paid nothing for the assets of the previous owner, as the previous operator was medically
unable to operate the system and wanted to be relieved of the responsibilities. There were no
appraisals conducted in conjunction with the sale of this small water company.
Since the officers and Board members of Packsaddle Water Systems, lnc., serve without
compensation, tAO9/o of all fees collected from subdivision customers will be used for the operation and
maintenance of the water system. This should allow for the grourth of a fund for emergencies and
capital improvements at the rate of approximatety SSOO.OO per month. The well automatically keeps an
88,000 gallon reservoir filled at the same level which can be visually inspected. The water demands of
the subdivision could be met for four to five days if the pump stopped working. The pump was replaced
in March, 2015 after the failure of the previous pump that had lasted 23 years. The pump house is
located on the highest ground in the subdivision, so most customers are on a gravity fed line. Our
maintenance man, Larry Sanchez, inspects the equipment in the pump house at least twice weekly. He
is on call at any time to troubleshoot problems, or to arrange for any repairs that are needed. All
customers have been given his name and phone number (208-313-5126). His mailing address is 245
Opal Ave., Driggs, lD 83422. They have also been given the names and phone numbers of the four Board
members who will handle customer complaints and accept suggestions. The Board members are as
follows:
Glenn Conrad: 3065 S Aspen Drive, Tetonia, lD 83452. [phone]
Chris Hardin: P. O. Box 1258, Big Piney, WY 83113. [phone]
Steve Thomas: P.O. Box 33, Tetonia, lD 83452 (307l-752-3L54
Gary Wagner: Four Third Street Colorado Springs, CO 80905. {818) 632-2850
The mailing address for Packsaddle Water Systems, lnc. is P.O. Box7l, Driggs, lD 83422, and the
physical address is Lot 63, Block 1, Division 2, Packsaddle Creek Estates, Tetonia, lD 83452. The
customer billing and accounting for the non-profit corporation will be handled by Robert Vostrejs, the
corporation's treasurer, whose mailing address is P.O. Box7L, Driggs, ld.83422. He will be maintaining
all corporate records.
Enclosed is a copy of a letter sent to all of the water customers of the subject small water company.
It was mailed on the same date as this application. All customers have been apprised of the purchase of
the water company by the new non-profit corporation. A copy of an earlier letter providing them with
the names and phone numbers of the maintenance man and Board members is also enclosed for your
review. This letter is dated October L,2OL5.
ln September, 2015, an inspection of the subject system was conducted by J. Merrill Hemming, with
the Eastern ldaho Public Health Department. The inspection found no significant problems, except for
the lack of a water testing and sampling plan. This was promptly remedied as reflected in the enclosed
copy of Glen Conrad's letter to Mr. Hemming, dated Sept. 3,2015. Packsaddle Water systems, lnc., is
familiar with the water testing requirements of the ldaho Department of Environmenta! Quality and is
current in its testing. The next sample is not due untilthe end of December, 2015.
The buyer also is aware that the valuation of the subject water system by this Commission is within
the sole discretion of the Commission in accordance with their well-established rules and procedures.
The buyer is also aware that the accounting for the water system is in accordance with the Commission's
Uniform System of Accounts and must be maintained on a stand-alone basis separate from any other
business activities of the buyer, of which there happens to be none.
I trust that the enclosed materials and the information in this letter fully satisfies the Commission's
rules for the approval of the transfer of a small water company. lf so, then we would request that you
approve said sale, and if appropriate under ldaho Code 61, transfer the CPCN to Packsaddle Water
Systems, lnc. However, since the buyer functions as a HOA in all significant respects, and is a "mutual
non-profit organization represented by board members in a democratically-run corporation," you may
simply approve of the sale without a CPCN transfer. lf any further information is needed before a
decision can be made by the Commission, please do not hesitate to contact me. I thank you in advance
for your time and service.
Treasurer, Packsaddle Water Systems, lnc.
Packsaddle Water Systems, lnc.
P. O. Box 71,
Driggs, lD 83422
208-456-0950
October L,20Ls
Dear Packsaddle Water Customer:
As you may know, a new non-profit corporation, Packsaddle Water Systems, lnc., has
been formed to take over the operation of our subdivision's water plant. The assets of the old
corporation, Packsaddle Estates Water Corporation, have been transferred to the new
corporation.
Under the new corporation, each customer is a member and has a vote on issues raised
at meetings called by the Board of Directors. There are currently four Directors: Glenn Conrad
- 4LO-7L5-8901; Gary Wagner - 818-532-285O; Chris Hardin - 350-305-7L73; and Steve Thomas
-307-752-3154. The Articles of lncorporation for Packsaddle Water Systems, lnc., can be
viewed at the website of the ldaho Secretary of State, or you can contact me to get a copy e-
mailed to you.
At the first Board of Directors meeting two weeks ago, they contracted with a
maintenance man to oversee the system. His name is Larry Sanchez and if you discover any
problems with the water system, you should call him at 208-313-5L26,|n the past few weeks,
he has been making needed improvements and performing maintenance on the system before
winter arrives. For example: He has installed baseboard heating with a thermostat in the pump
house, whereas a space heater was used previously in the winter. Numerous crack in the
building have been filled and squirrels have been trapped and their access holes have been
sealed. Debris has been removed from the roof of the reservoir. lt has been pressure cleaned,
cracks have been sealed; and two coats of flexible roof paint applied. All aspen trees within five
feet of the perimeter of the building have been removed. Lights inside the building have been
repaired and a new exterior and interior receptacle has been installed. Larry is currently
locating alljunction boxes in the subdivision and marking them with five foot PVC pipes painted
iridescent orange at the top to make them easy to locate. He is inspecting each junction at the
same time to make sure that they are accessible and covered for the winter. We have one
significant leak at one junction box and are waiting for Housley Pumps to repair that.
My wife and lwill be assuming responsibility for billing from this point on. lt is quite
possible that mistakes could have been made in transitioning the billing information from Rea
Fullmer. lf the bill you receive is not correct, please contact us immediately at 208-455-0950 or
at packsaddlewatersvstem@ gma il.com.
We will be trying to save funds through the winter for maintenance and capita!
improvements next spring. lf any of you did not voluntarily contribute to the new pump this
past spring, it would help us to receive your contribution of 5250.00. No one under this new
management is being compensated for their time or efforts, except our maintenance man and
outsiders actually performing repairs on our system.
FTLED EFFECNVE
ffiISl -3 *l'S 3lr
sEffir'St?d^lB"
The undersigned, being of legal age and competent to contract, for the purpose of
organizing a non-profrt corporation on a noG-stock basis pursuant to ffie provisions of Title 3Q
Chapter 3, ldaho Statutes, do hereby adopt the folbwing Articles of lncorporation, and do
hereby agree and certify as follows;
Name
The name of this non-profit corporation shallbe Packsaddle WaterSysterns, lncorporated.
ARTTCLE.tT
This corporation shall commence existence on the date that the Secretary of State files
these Artlcles of Incorporatlon and strall have perpetual existence unless sooner dissolved
according to law-
The generrl purpose of this
system of the subdMsion called
ldaho. lt is the desire of this corporation to operate sakl system in a fiscally responsible fashion
with all revenuesto be dedicated to the operatkrn, maintenance, and improvement of said
systern.
IDAHO 3ECRETAEY OF 5teloSlzol.s o5:
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1S 30.00 = 30-00 Fu
AII4ENDED & RESTATED
ARTTCLES OF TNCQBPORATTON
OF
ARITICLE ilt
Purposqs
Corporation shall be to own and operate the private water
Packsaddle Estates, located on the west side of Teton Valley,
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Except as may be restricted in Articles lll and V herein, this Corporation shall have all of the
powers enumerated for corporations in the ldaho Nqr Proflt C.orporation Act, as the same now
exists and as hereafter amended, and all such other powers as are permitted by applicable law,
including, without lirnitatlon and only by lllustration, the following:
(a) To have a corporate seal, which may be ahered at pleasure, and to use the same by
causing it, or a facsimile thereof, to be lmpressed, affixed, or in any other manner
reproduced, provided: however, such seal shallalways contain the words
'corporation not for Profif.
(bl To purchase, take, receiue, lease, take by gift, devise or @uest or otherwise
acquire, own, hold, improve, use, and otherwise deal in and with real or personal
property or any interest therein, wherever shuated.
(c) To sell, convey, mortgage, pledge, create security interest in, lease, exciange,
transfer, and othenrise dispose of all or any part of lts property and assets.
(dI To lend moneyfor its oorporate puryoses, invest and reinvest its funds, and take and
hold real and personal property as security for the payment of funds so loaned or
invested.
{el To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use,
ernplo% sell, mortgage, lend, pledge, or otherwise dlspose of, and othenrise sell and
deal in and with, shares or other interest in, or obligations of, other domestic or
foreign corporations, whether for profit or not for profit associations, partnerships
or lndividuals, or direct or indireG obligations of the United States, or of any other
governrnent, state, teritory governmental district, or rnunicipallty, or of any
instrumenHlity thereof .
lf) To make contracts and guarantees and incur liabilities, borrow money at tuch rates
of interest as its Board of Directors may determine, issue its notes, honds, and other
obligations, and secure any of lts obligations by mortgage or pledge of all or any of
its property, franchises, and inconre.
(S) To enter into, make, receive asslgnments of, grant assignments ot and perform
contracts of every nature and kind for any lawful purpose.
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(hl To conduct its buslness, cary on its operatlons, and have offlces and exerclse the
pryers granted bythe ldaho Non Proftt Corporation Act or by other applkable law
within or without the State of ldaho.
(ll To elect or appoint orfficersand agenG and to defend their duties.
fil To make and aher by-laws, not lnconsistent wtth its Ardcles of lncorporation or with
the la*s of the State of ld*o, for the adrdnistratirxr and reguhions of its affain.
(k) To dedkate to the publk or to any tovernmental enttty or other entity whatsoever
for any prbllc or other purpose any of lts real or personal property or any interesl
therein.
(l! To transact any lautrrl business whkh its Board of Directors shall find will be in aid
of gorremmemalpolicy.
(m) To have and exercise all powers necessary or convenient to effect tts generat
purpose-
As a non-profit oorporation, the Corporation shall not allow any erpendlture of any part of
the net eamings of fic Corporation to lnune to tfte benefit of anv member, dlrector, or fficer
of the Corporation, nor shall any significant part of the actlvltles of the Corporation be the
carrying on of propaganda, or otherwlse attempdng to influence legislation, and the
Corporation shall not paltklpate or lntervene (lncludlng the pbllcatlon and distributlon of
statements) in the politkal campalgn on behalf of anycandidate for publicoffrce. The Directors
of the corporation shall serve wlthom receMrg any pay, salary, or @mpensation. lt ls solety
thelr deslre to be of servlce to their neidtbors and fellorr residerts of Packsaddle Estates.
ARTICLE VI
Distributlon JEon Digsolution
Upon the llquldation, dlssolution, or the windlng up of the affalrs of the Corporation, the
6s€ts of the Corporation shall be dlstrlbuted h accordance with the nraJortty vote of the last
seMng members of the Board of Dlrectorc after all known creditors have been paid.
ARTICLE V
Non Pqfmitted Activities
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IBICLE Vil
Each customer of Packsaddle Water Systems, lncorporated, shall be a member of the same.
Each member shall have one vote on each issue addressed at a meeting. Votes may be cast in
person, or by written proxy, or by e'mail directed to one of the corporate Board of Directors
prior to the day of a meeting. A simple majority of those voting on an issue shall prevail.
ARTICLE VrU
Meetines
Al! meetings of corporate members shall be scheduled by the Board of Directors. Notlce
of all meetings shall be given to members by mail at least 14 days in advance, or by e-mail at
least 7 days in advance. A brief statement of the issues to be voted upon at each meeting shall
be include ln the notice.
The initial registered agent of the Corporation shall be Robert A. Vostrejs, Jr., whose
phWrcal address is 3102 Aspen Drive, Tetonia, ldatro, and whose mailing address ls P. O. Boxl7.,
Driggs,ldaho 8Y22.
ARTTCLE X
Current Board of Directors
This Corporation shall have four (4) dlrectors. Ttre number of dlrectors may be increased
from time to time by a majority vote of the directors; horraner, the number of dhectors shall
never be less than four (4). lf a director resigns, all of the remaining directors must agree on a
replacement director as soon as possible. All directors serve without any pay, salary or
compensation. The names and addresses of the current directors are as fiollows:
Glenn Conrad, !|O65 Aspen Drive, Tetonia, lD 83452
6ary Wagner,4 Third St., Colqrado Springs, CO 80906
Chris Hardin, P. O. Box 1258, Big Piney, WY 83113
Steve Thomas, P. O. Box 33, TFtonla, lD 83452
The Board of Directors shall have the sole right to schedule member meetings; to propose
By-Laws to members at meetings called for that purpose; and to propose rules and regulations
applicable to its customers at meetings called for that purpose.
The billing, financial bookkeeping, and accounting for the corporation shall be the
responsibili$ of Robert A. Vostrejs and Denise B. Vostrejs for as long as they are willing to
serve, or until they are replaced by the Board of Directors. Said indMduals shall serve without
pay, salary, or compensataon.
The names and addresses of the persons signing these Amended Articles of tncorporation
are the initial incorporators:
Robert A. Vostrejs, Jr., P. O. Box 71, Driggs, lD 83422
Denise B. Vostrejs, P. O. Box 71, &iggs, lD 83422
Glenn Conrad,3065 Aspen Drive, Tetonaa, lD 83452
Margaret Eonrad,3065 Aspen Drive, Tetonia, lD 83452
As well as the neur Board of Dlrectors:
Glenn Conrad, 3065 Aspen Drive, Tstonia, lO 8:1452
Gary WaBner,4 Third St., Coloyado Springs, CO 80906
:
Chris Hardin, P. O.8or 1258, Big Piney, WY 83113
Steve Thomai P. O. Box 33, Tetonia, lD 83452
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Chris Hardin, P. O. Box 1258, Big Piney, WY 831X3
Steve Thomas, P. O. Box 33. Tetonia, lD 83452
ARTICLE XIII
lndemnific?tion
ln addition to any rfhts and duties under applicable law, the Corporation shall indemnifiT
and hold harmless all its directors, officers, employees and agents, and former directors,
officers, employees and agents from and against all liabilities and obligations, including
attorneys' fees, incurred in connection with any actions taken or failed to be taken by said
directors, officers, employees and agents in their capacity as such, except for wlllful
misconduct.
AEnCLE Xlv
Ameqdrnent
This Corporatlon reserves the right to amend or repeal any provisions contained in these
Amended Articles of lncorporation, or any amendment hereto, subject to the laurs of the State
of ldaho.
AETTCI-E XV.
Non-DJscrimination
This Corporation will have a non-discrlminatory policy as to its customers, in that it will not
discrimlnate agalnst the same on the basis of race, color, religion, natbnality, or ethnic origin.
lN WITNESS WHEREOF, the undersigned four, being the incorporators
hereinabove named, for the purpose of forming a non-profit corporation pursuant to
the laws of the State of ldaho to do business both within and withotrt the State sf ldaho,
hereby rnake and file these Amended Artlcles of lncorporation declaring and certfying that the
facts stated herein are true, and hereby sub*ribe thereto and hereto set their hands and seals
2015.
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this _ day of
f
Chris Hardin
$teve Thomas
COPY
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, made and entered into this i auy of October 2015, is by and
between Packsaddle Estates Water Corporation with an addrdss of P.O. Box269, Tetonia, Idaho
83452 ("Seller"), and Packsaddle Water Systems, an Idaho non-profit corporation with an
address of P.O. Box 71, Driggs,Idaho 83422 ("Buyer").
WHEREAS, Seller owns and operates a private water system that supplies water to the
subdivision residents of Packsaddle Creek Estates (the "Business") at Packsaddle Creek Estates,
Subdivision, Teton County, Idaho, as the same appears on the official plat thereof (the
"Property,"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
substantially all of the assets used or useful in connection with the Business, all as more fully
described herein;
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants and agreements contained herein, as well as for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
l. Purchase and Sale of Assets. Subject to the terms and conditions set forth herein,
at the "Closing," as defined in Section 7 below, Seller will sell, convey, transfer and deliver to
Buyer, and Buyer will purchase from Seller, substantially all of the assets of the Business, a list
of which is set forth on Exhibit A attached hereto (collectively, the "Purchased Assets").
2. Assumption of Liabilities. Buyer shall not assume any other liability of Seller.
3. Purchase Price. The aggregate purchase price (the "Purchase Price"), to be paid
by Buyer to Seller for the Purchased Assets (including the assignment of lease for the Property)
shall be an amount equal to Ten and 00/100 Dollars ($10.00) and shall be allocated among the
Purchased Assets as set forth in Exhibit A attached hereto. The Purchase Price shall be payable
at the Closing by delivery of the Purchase Price in cash or bank draft or certified check. As
further consideration Buyer will take on the responsibility of delivering water to the residents of
the Property fiom hereafter.
4. Representations and Warranties of Seller. Seller represents and warrants to Buyer
as follows:
(a) Oreanization. Seller is a corporation duly formed and validly existing
under the laws of the State of Idaho.
(b) Authorization. Seller has all requisite power and authority under the
Articles of Incorporation and Bylaws of Packsaddle Estates Water Corporation to camy on the
Business as now conducted and to enter into this Agreement and to perform all of Seller's
obligations hereunder. This Agreement constitutes the legal, valid and binding obligatiou of
Seller" enforceable against Seller in accordance rvith its terms, except as such enforceability may
.J;d'!b'
be limited by laws governing bankruptcy, insolvency, the enforcement of creditors' rights or
equitable principles generally.
(c) Effective Asreement. The execution, delivery and performance of this
Agreement by Seller does not and will not conflict with, violate or result in the breach of any of
the terms or conditions of, or constitute a default under, Seller's Articles of Incorporation or
Bylaws, or any law, regulation, ordinance, decree or other restriction to which Seller or its assets
are subject.
(d) Title to the Purchased Assets. Seller has good and marketable title to all
of the Purchased Assets, subject to no mortgage, pledge, lien, security interest, lease, claim,
charge or encumbrance whatsoever. Seller will have and convey to Buyer at the Closing lawful
possession and control of, and good and marketable title to, all of the Purchased Assets and a
leasehold interest in the Property, subject to no mortgage, pledge, lien, security interest, lease,
claim, charge or encumbrance whatsoever.
(e) Condition of the Purchased Assets. All of the Purchased Assets are in AS
IS condition and come with no further warranty or guarantee of any kind.
(0 Litieation. There is no action, suit, investigation, arbitration or
administrative or other proceeding pending or, to the knowledge of Seller, threatened, against or
affecting Seller or the Purchased Assets, before any court, arbitrator or goverrmental authority.
Seller has no knowledge of any valid basis for any such action, proceeding or investigation.
5. Representations and Warranties of Buver. Buyer represents and warrants to Seller
as follows:
(a) Oreanization. Buyer is a corporation duly formed and validly existing
under the laws of the State of ldaho.
(b) Authorization. Buyer has all requisite company power and authority to
enter into this Agreement and to perform all of its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, except as such enforceability may be limited by laws governing
bankruptcy, insolvency, the enforcement of creditors' rights or equitable principles generally.
(c) Effective Asreement. The execution, delivery and performance of this
Agreement by Buyer will not conflict with, violate or result in the breach of any of the terms or
conditions of or constitute a default under, the Articles of Organization or Bylaws of Buyer, or
any contract, agreement, commitment. indenture, mortgage, pledge, note, bond, license. permit
or other instrument or obligation to which Buyer is a party.
6. Closine and Closine Deliveries.
(a) Closine Date. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on or about October I , 2015, at the offices of the
Moulton Law Office or at such other place or time, or in such other marurer, as agreed upon by
the parties (the "Closing Date").
(b) Seller's Deliveries. At the Closing, Seller shall deliver to Buyer (i)
physical possession of the Purchased Assets, (ii) a Bill of Sale therefor, and (iii) such other
instruments of transfer, in such form as shall be reasonably necessary or appropriate to vest in
Buyer good and valid title to the Purchased Assets and the Party, free and clear from any and all
liens, security interests, and other encumbrances whatsoever.
(c) Buver's Deliveries. At the Closing, Buyer shall deliver to Seller the
Purchase Price in accordance with Section 4 of this Agreement.
(d) Proration of Expenses. There will not be any pro-ration of expenses as the
parties have made adjustments to the purchase price that takes into account all expenses.
7. Employee Matters. Seller will remain solely responsible for all claims, liabilities.
damages or losses arising from or with respect to the employment of its employees prior to the
Closing Date, including without limitation with respect to all salaries and all severance, vacation,
medical, sick, holiday, continuation coverage and other compensation or benefits to which
employees of Seller may be entitled as a result of their employment by Seller prior to the
Closing. All claims and obligations under, pursuant to or in connection with any employee
benefit plans of Seller incurred prior to the Closing Date will remain the responsibility of Seller.
9. Indemnification.
(a) lndemnification Bv Seller. Seller hereby agrees to indemnify and hold
Buyer, its officers, directors, shareholders, managers and members, as applicable, harmless from
and against any and all losses, claims, damages and liabilities, including but not limited to
reasonable attorney's fees and expenses and costs of enforcement of this Agreement, incurred by
Buyer which are (i) caused by Seller's breach of any representation, warranty or covenant made
by Seller under this Agreement, or (ii) the result of Seller's ownership of the Purchased Assets
and/or operation of the Business prior to the Closing Date.
(b) Indemnification By Buver. Buyer hereby agrees to indemni$ and hold
Seller harmless from and against any and all losses, claims, damages and liabilities, including but
not limited to reasonable attorney's fees and expenses and costs of enforcement of this
Agreement, incurred by Seller which are (i) caused by Buyer's breach of any representation,
warranty or covenant made by Buyer under this Agreement, or (ii) the result of Buyer's
ownership of the Purchased Assets and/or operation of the Business from and after the Closing
Date.
10. GeneralProvisions.
(a) Expenses. Whether or not the transactions contemplated hereby are
consummated, each party hereto shall bear all of its own expenses. Seller shall be responsible for
the legal expenses associated with drafting this Agreement and the costs of closing.
(b) Notices. All notices and other communications which are required or may
be given hereunder shall be in writing and shall be deemed to have been duly given (i) r,vhen
delivered personally, (ii) if sent by facsimile, when receipt thereof is acknowledged by a
confirmation copy of the same, (iii) the next business day following the day on rvhich the same
has been delivered prepaid to a nationally recognized overnight courier service, or (iv) ifsent by
mail, three (3) business days following deposit in the mail as registered or certified, postage
prepaid in each case. All such notices shall be addressed to the parties at their respective
addresses first set forth above.
(c) Bindine Effect: Benefit. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective successors and assigns; provided,
however, that nothing in this Agreement, expressed or implied, is intended to confer on any
person other than the parties hereto or their respective successors and assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.
(d) SeverabiliW. In the event that any part of this Agreement shall be held to
be invalid or unenforceable, the remaining parts thereof shall nevertheless continue to be valid
and enforceable as though the invalid portions were not a part hereof.
(e) Waiver. No delay or failure of either party to exercise any right, remedy
or power hereunder shall impair the same or be construed as a waiver thereof. The waiver by
either party hereto of a breach of any provision of this Agreement shall not operate or be
construed as a waiver ofany subsequent breach.
(0 Entire Asreement. This Agreement, together with the Exhibits attached
hereto, embodies the entire agreement and understanding of the parties hereto with respect to the
subject matter hereof, and supersedes any and all prior agreements or understandings between
the parties. This Agreement may be amended only by a writing signed by Buyer and Seller.
(g) Applicable Law. This Agreement shall be governed by, construed,
enforced and interpreted in accordance with the laws of the State of Idaho.
i:'
(h) Countemarts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
PACKSADDLE ESTATES WATER
CORPORATION
By:
Name: Skr.'..r.-, !) l{ett-.,r cccrrr
Title:Qfr...rtv^t Roe. Gf t\-{-
?st".r-"s c,\ L.\ t- R..irrbr tc
S Srac-*<r'ttc- A Bxi, n br*a1e--
PA
Title; Tra oS +v u *
TER SYSJEMS, INC
-d
Exhibit A
Purchased Assets
1 - Lot 63, Block 1, Subdivision 2, Packsaddle Creek Estates Subdivision, as per the recorded
plat thereof, records of Teton County, Idaho;
2 - My pumps, equipment, well house or water rights associated with the aforementioned Lot
63.
3 - 3.2? a i, of underground pipeline (tax deed);
4 - $2,700 surplus from the cost of the pump repair; and
5 - $650.56 in prepaid fees to be credited to customers on account.
't
Bill of Sale
KNOW ALL IUEN BY THESE PRESENTS, that Packsaddle Estates Water Corporation
with an address of P.O. Box 269, Tetonia, Idaho 83452 ("Seller"). for good and valuable
consideration paid to Seller by Packsaddle Water Systems, an ldaho non-profit corporation with
an address of P.O. Box 71. Driggs, Idaho 83422 ("Buyer"), the receipt and suffrciency of which
is hereby acknowledged. does hereby assign, transfer, convey and deliver to Buyer, its
successors and assigns. all of Seller's right, title and interest in and to the Purchased Assets, as
such term is defined in that certain Purchase and Sale Agreement. dated October i , 2015
(the "Purchase Agreement"), by and between Seller and Buyer.
TO HAVE AND TO HOLD THE PURCHASED ASSETS LINTO BUYER AND ITS
SUCCESSORS AND ASSIGNS FOREVER.
And said Seller hereby covenants to and with Buyer that Seller (i) has good and
marketable title to all Purchased Assets sold, transferred, assigned and conveyed hereunder,
subject to no liens, claims, encumbrances or restrictions of any kind, and (ii) has the right, power
and authority to, and hereby does, sell, transfer, assign and convey all of the Purchased Assets
free and clear of all liens, claims, encumbrances, and restrictions. Seller hereby covenants that it
will warrant and defend the same against all lawful claims whatsoever.
All initially capitalized terms used but not defined herein shall have the same meanings
ascribed to them in the Purchase Agreement.
This Bill of Sale is further documentation of the assignments, transfers and conveyances
contemplated by the Purchase Agreement and is subject to all of the terms, provisions and
conditions thereof. To the extent that any term or condition of this Bill of Sale conflicts with any
term or condition of the Purchase Agreement, the term and/or condition of this Bill of Sale shall
be deemed amended so as to be consistent with the terms and conditions of the Purchase
Agreement.
From time to time after the date hereof, Seller shall execute such further documents of
transfer, conveyance and assignment with regard to the Purchased Assets as Buyer or Seller
deem necessary or desirable in order to document and confirm the transfer and assignment of the
Purchased Assets conveyed hereunder.
IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of the I day of
Ocotber,20l5.
PACKSADDLE ESTATES WATER
CORPORATION
By:
Name: SVx...." r-., b U car^,r rr err
t
Bc..-,-'-\rr.{(t '\
Be Specific Regarding the Grantor so that it is clear whether the properry is being transferred by the community or is
the sole and separate property ofa person.
RECORDING RESUESTED BY AND
WHEN RECORDED RETURN TO:
Sean R. Moulton
P O. Box 611 / 60 E. Walloce Ave.
Drisss. Idaho 83422 lnstrument # 238392
TETON COUNTY,IDA}IO10-7-2016 fi:l2:ttr AM No. of pagcs: 2Recorded for: VOSTREJS, ROBERT
MARY LOU HAMiEN
Ex0fEcio Recorder Deptty
lndex to: OEED, OUITCLAI', '
(Space Above For Recorder's Use)
QUITCLAIM DEED
For value received Packsaddle Estates Water Corporation ("Grantor"), does hereby
release and forever quitclaim unto Packsaddle Water Systems. an Idaho corporation ("Grantee"),
whose address is P.O. Box 71, Driggs, Idaho 83422, and its heirs and assigns forever, all right,
title and interest which Grantor now has or may hereafter acquire in the following described real
property situated in Teton County, State of ldaho:
Lot 63, Block 1, Subdivision 2, Packsaddle Creek Estates Subdivision, as per the
recorded plat thereof, records of Teton County,ldaho.
Said parcel being subject to any easements, rights-of-way, covenants, conditions,
restrictions, reservations, agreements or encumbrances of sight and/or record.
IN WITNESS WHEREOF, the Grantor has executed this instrument on this I day of
October,2015.
PACKSADDLE ESTATES WATER
CORPORATION
By: 'iL., . .--t .r\ t=-. * --!:-
Name: SY.. -r.,. '\ L\rrr-,.rct.IiT-
Title:-\'(-
t R<.., . - h r, ,r*, \ Sr .,-t -t c- A1
3ci-.---\rc'\r- - Sclc !b<.r< Vro rd
c. +' tr.. <Sc.clct I c Cs\..lts LCc.-t€ t
STATE OF rDAHO )
) ss.
County of Teton )
on this -L day of october, 2015. before rn. 0tiY "i S. + h bOu .t, personally
appeared SHARON D. NETHERCOTT, known or identified to me (or proved to me on the oathof ), to be the person whose name is subscribed to the
within instrument, as Personal Representative of the Estate of Earl E. Bainbridge and as the
Personal Representative of the Estate of Juanita M. Bainbridge, which estates are the sole owners
of all shares of the Packsaddle Estates Water Corporation and acknowledged to me that she
executed the same on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my offrcial seal the
day and year in this certificate first above written.
t\
CHERISE HIBBERT
NOTARY PUBLIC
STATE OF IDAHO
BLIC FOR I AHONOTAR