20180622Application.pdf

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June 14,2018
Commission Secretary
ldaho Public Utilities Commission
PO Box 83720
Boise, ldaho 83720-0074
RECEIVED
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Application for the Saie of
StoneRidge Utilities and the Transfer of
CPCN No.395
CDS Stoneridge Utilities, LLC
30342
364 StoneRidge Road
Blanchard, lD 83804
JD Resort, lnc., an ldaho corporation
PO Box 770
Bayview, ID 83803
Chan Karupiah
(208) 660-1 045
[e-mail]
t
Re
Existing Util ity Com pany/Seller:
ldaho Public Utilities Commission No.:
Small Water Company Address:
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Buyer:
Contact:
Dear Secretary:
CDS Stoneridge Utilities, LLC is the current owner of a small water utility company
located in Bonner County, Blanchard, ldaho located within the Stoneridge Community
which is owned by CDS Stoneridge Partners, LC and CDS Stoneridge Associates -
Golf, LC and CDS Stoneridge Associates-Land, LC. The utility company serves the
Stoneridge Golf and Residential Community as well as Happy Valley Rancho Water
customers.
Stoneridge and JD Resort are in the due diligence period for the purchase and sale of
StoneRidge real property, golf course and the small water company to JD Resort, lnc.
For consideration by the ldaho PUC we respectfully request your authorization for the
transfer of the existing utility company to the Buyer (the Buyer of the real property is
currently JD Resort, lnc.; and, upon closing intends to form a new utility company and
will provide the same company name to you at that time). I have included with this letter
of application:
1. A description of the property being sold;
ldaho Public Utilities Commission
June 14,2018
Pase - 2 o
2. A copy of the Purchase and Sale Agreement;
3. A copy of Certification of Keith D. Rusho's qualifications showing Buyer is
qualified to operate a water system;
4. Financial Statement of JD Resort, lnc.;o
5. Certificate of lncorporation of JD Resort, lnc. from the ldaho Secretary of
State's office a Certificate of Existence and a copy of the Articles of
Incorporation; and,
6. A copy of the Tarrif (No. 2) currently in place
The Buyer will continue with the operation as is, i.e. employees, customer billing and
collection, accounting, financial controls, emergency response and customer
plaints.osubmitted,
Chan Karupiah
CK:nen
Enclosures
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INTRODUCTION
The Stoneridge Golf and Residential Community offering includes a championship, award
winning "19 hole" golf course, clubhouse, event center, 274 home sites, 187 town home
sites, 43 motor coach sites and 100 storage garage units. The subject property has its' own
utility company with water wells, water rights and a distribution system along with a
packaged waste water treatment plant both'with capacity to handle all current and future
density approved water and sewer needs. Tucked away amongst the northern Idaho hills,
the 425-acre project has a tranquil setting sprawled across rolling hills that are dotted with
sparkling lakes and ponds.
Stoneridge was initially developed in the early 1970's as a golf course. Over the following
three decades, the developers/owners built a condominium timeshare project (the 146-unit
Stoneridge Timeshare Resort sold out in the 1980s), a 12-unit "for sale" condominium
project and obtained municipal approvals for nearly 200 home sites.
In April of 2001, the current owners purchased the property and began to reposition the
entire development. Included in this plan was a $3.5M renovation of the golf complex, which
now features a 7,009 yard, par 71 Championship Golf Course designed by former Nicklaus
Golf Architect, Frank Burandt. Additionally, the course has cultivated a certain notoriety for
its 19th hole (called "the Gambler"), which often settles any outstanding bets from an 18-
hole round. The course has received significant media acclaim and is only one of three
courses in north ldaho, along with the Coeur d?lene Resort and Circling Raven, featured as
part of the esteemed Idaho Golf Trail.
While the golf renovation and community infrastructure work was under way, the entire 650
acres were rezoned by Bonner County in October of 2OO2 to a Recreational Planned Unit
Development that allowed for increased density and preliminary plat and density approvals
of up to an additional 650 home sites.
The Stoneridge community is less than an hour from Spokane, Washington, Coeur d' Alene,
Idaho and Sandpoint, Idaho. Its centralized location, breathtaking views and array of
amenities provide a unique opportunity to cross market the north Idaho lifestyle to outdoors
enthusiasts, motorcoach owners and second home buyers.
The Stoneridge Community offers a full range of amenities including:. 19-Hole Championship Golf Course. Over 2 miles of Pedestrian Walking Trails. Fishing (the Lake is stocked by the Idaho Fish and Game) and Canoeing on our
33-acre Lake Sans Souci
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Land & Invcstmenls
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INTRODUCTION (continued)
I Fitness Center Including:
Indoor pool
Indoor hot tub
Exercise room
Game room
Outdoor Tennis
Outdoor Pickle ball
New Motor Coach Clubhouse, Garages and Dog Park including:. Media/Entertainment room. Exercise room. Kitchen. Laundry room. Bathroom & Shower facility. Outdoor pool. Outdoor hot tub
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Land & Invcstments
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PURCHASE AhID SALE AGREEMENT
STONERIDGE RESORT
located in
Bonner County, Idaho
THIS PURCHASE AND SALE AGREEMENT is entered into ttris Z.dd ^y
ot 4lri I
2018, between CDS STONERJDGE PARTNERS, L.C., a Utah limited liability company ("ODS_PartIers"),
CDS STONERIDGE ASSOCIATES - GOLF, L.C., a Utah limited liability company feDS.Golf'), CDS
STONERIDGE ASSOCIATES - LAllD, L.C., a Utah limited liability company ("QL@"), and CDS
STONERIDGE UTILITIES, LLC, aUtahlimitedliabilitycompany ("eDSrUtilities",andtogetherwith CDS
Partners, CDS Golf and CDS Lan4 the *CDS.-Parties" and collectively "Se!!ggl'), and ESPRIT
ENTERPRISES, LLC, an Idaho limited liability company (*Eryhegd').
1.1
ARTICLE 1 : PROPERTY/PURCHASE PRICE
Certain Basic Terms.
Ee!!er: CDS Stoneridge Partrrers, L.C.; CDS Stoneridge Associates - Go$
L.C.; CDS Stoneridge Associar*Land, L.C-; and CDS Stoneridge
Utilities, LLC
(a)
(b) Purchaser:ESPRITENTERPRISES, LLC., an Idaho limited liability company
and/or Assigns
(c)
(d)
(e)
(0
Storcri(lgc P[rctur ead Sllc Agrccmctrt
Date of this Aersement: The latest date of execution of this Agreement by the Seller or the
Purchaser, as indicated on the signatrne page.
Purchase Price:
-(which
includes "Existing Financing" as described
in this Agreement and the outstanding arnount of golf membership
liabitities which are to be assumed by Purchaser).
EarnestMoney: PurchasershalldepositwithEscrowAgentthesumofilIl
in cash or certified funds within three (3) business days ofthe Date
ofthis Agreement (the'Initial Deposif). Within one (1) business
day ofexpiration ofthe Due Diligemce Period provided Purchaser
has not terminated this Agreement according to provisions which
permit the same, Purchaser shall deposit with Escrow Agent an
additional sum oftrI (the *Additional Deposifl), The Initial
Deposit, and when made, the Additional Deposit shall individually
or collectively be referred to as the "Earnest Money f)eposit"
Due,Diligence Period: The period commencing the Date of this Agreernent and expiring
surty (60) days thereafter.
Page I
(s) Financine Period:The period commencing the Date ofthis Agreement and expiring
ninety (90) days thereafter; provided, however, in the event that the
parties believe that approvals for assumption of existing financing
or in the alternativg apprcval for Purchaser's new financing are
expected within a reasonable period oftime, Purchaser may request
and Seller in its reasonable discretion may provide, an extension of
the Financing Period, such extension to be confrmed in writing
which may include an email between the parties.
(h)Governmental AporovalPeriod: The period commencing the Date of this Agreement and expiring
onthe earlier of(i) obtaining the governmental approvals speoified
in Section 5.2 (D and (g), or (ii) one hundred twenty (120) days
from the Date of this Agreement provided" however, in the event
that the parties believe that the requested govemmental approvals
are expected within a reasonable period of time, Purchaser may
rcquest, and Seller in its reasonable discretion may provide, an
extension ofthe Govemmental Approval Period, such extension to
be confirmed in writing which may include an email between the
parties.
fi\ Closine Date:Fifteen (15) days following the expiration of the Financing Period
orthe Governmental Approval Period which ever last occurs.
fi) Title ComDanv:First American Tifle Insurance Company, 1866 N. Lakewood
Drivg Coeur d Aleng Idaho 83814.
fk) Escrow Asent:First American Tifle Insurance Company, 1866 N. Lakewood
Drive, Coeur d Alene" Idatro 83814.
(|) Broken Jon Knudson,Jnsight Land & Invesfrnents, 7400 E. McDonald
D'rive, Suite i21, Scottsdale, AZ 85250 and Dan Johnson,
Windemere Coeur d' Alene Real$, 1616 E. Seltice Way, Suite #
214, Post Falls, ID 83854 (collectively "Broker").
I .2 Bopertv. Subject to the terms and conditions of this ageement ("Agreement"), Seller agrees
to sell to Purchaser, and Purchaser agrees to purchase from Seller in the following property (collectively, the
"Propeftyt'):
(a) The "Real Property" described as approximately 650 acres, additional vacant land and lots, an
office, Greenside townhomes, a golf course, clubhouse, events center, pickle ball courts and maiatenance
facilities being the land described on Exttibit "A" attached hereto together with (i) all improvements located
thereon ("lmprovements"), (ii) all and singular the rights, benefits, privileges, easements, tenements,
hereditarnents, and appurtenancesi thereon or in anyway appertaining to such real prcpe$, and (iii) without
v/arranty all righ! title, and interest of Seller in and to all strips and gores and any land lying in the bed of any
street, road or alley, open or proposd adjoining such real property;
Stotrcrillgc Parctuc .rd lhlc Agrccmcnt
Page 2
O) The "Utiliry_QompenI" (meaning all of Seller's right, title and interest as a member in CDS
STONERIDGE ASSOCIATES Utilities, L.C., aUtah limited liability company, including the waterrights
held thereby), subject to the approval of such transfer by the State of Idaho Public Utilities Commission;
(c) The "Taneible Personal Prope&" being all equipment machinery, fumiture, furnishings,
supplies and other tangible personal property owned by Seller, and Selle/s interest in any such property
leased by Seller, novy or hereafter located in and used in connection with the operation, ownership and
managememt ofthe Real ProPeftY; and
(d) The "&ggtligggSg" being Idaho StateLiquorlicenseNo- 2018-55 and any new licenseto
be issued as a result ofthe transfer thereof.
(e) The "lntangible Persona " being the hademarks, rights, computer domains,
telephone numbers, and goodwill, ifany and in their cunent conditions, consisting ofor related to the names
"stoneridge Golf', "Stoneridge Golf and Recreational Community", and "Stoneridge Utility Company;"
provided, however that "Stoneridge Resort" is not included.
1 .3 Earnest Money- Pursuant to the provisions of Section 1.1 (e), Purchaser shall deposit the
Earnest Money Deposit (including the Initial Deposit and the Additional Deposit as due) with the Esuow
Agent. The Escrow Agent shall pay the Earnest Money Deposit to Seller at and upon the closing which
amount shall be applicable to the Purchase Pricg or otherwise, to the party entitled to receive the Earnest
Money Deposit in accordance wittr this agreement Upon expiration of the Due Diligence Period and
provided that this Agreement has not been deemed terminated or provided further that Purchaser has not
elected to terminate ttris Agreeme,nt in accordance with the provisions of Sections 1.5 or 2.2, the Eamest
Money Deposit shall become non-refundable.
Purchaser's Default If Purchaser fails to pure.hase the koperty rs provided in this Agreement
for any reason other than: (i) Seller's default, (ii) faiture of r oondition to Purchaserrs obligation to
close, or (iii) the exercise by Purcheser ofan express right ofterminatiol granted herein, and e[cept ss
provided in Sections 1.5 and 2J herein boloq Seller's sole remedy in such went shell be to terminate
this Agreement and to retain the Earnest Money as liquidated damageq Seller waiving all other rights
or remedies in the errent of such default by Purchascr. The parties acknowledge that Seller's actual
damages in the event of a dc,fault by Purchaser in punchasing the Property under thb agreement will be
difricult to ascertsin, and that such liquidated dameges reprcsent the parties' best cstimate of such
damages. The Earnest Money shdl prompffy be returned to huehasor in the eryent of a SeIIer default
hereunder (but not es Purchaser's sole remedy in such event) or if Purchacer elects to terminate this
agreement pursuant to an express right herein granted or failure ofa condidon.
SELLER WATVES ALL OTHER REMEDmS INCLIIDING AI{y CLAIMS FOR
rrAluAGEs, RESITLTTNG IIROM PURCHASER'S BREACE OF ITS OBLIGATION TO
PTIRCHASE TIIE PR()PERTY XROM SEIJ,ER. IN ACC()RDAIIICE WTIE
THIS AGRDEMENT.
OF
Purchaser's
Seller's lle,fault If Scller brcachcs i8 obligation to sell the Pnoperty to Purchaser in acordance
with the terms of this Agreement and Escrow fails to close by rerson of such breach, then Purchaser's
Seller's ill.itlaU:@
Storcridgc Prrchuc rod Srlc Agrccmcit
PsSG 3
sole remedies for such brcach shall be (i) to treat this Agreement rs being in frrll force and effect and
seek specific performance; or (ii) to treat this Agrcement as terminatc{ in which case the Earnest
Money and all accmed interest ttermn shalt be returned to Purciascr.
PTIRCHASER WAIYES ALL OTEER REMEDIES, INCLUDING AT\[Y CI,AIMS FOR
DAMAGES, RESTILTTNG FROM SELLER'S BREACH OF rrs OBLTGATTON TO SELL
TEE PROPERTY TO PT'RCHASER.IN ACCORDANCE WIIS IIIE
AGREEMENT.
OF THIS
Seller's Initials:Purchaser's
1 .4 Acquisition of Property. Seller hereby rqrresents, warrants and covenants to Purchaser that:
(i) the Propery is cunently owned by one or mor€ of the Selle6 (ii) that Seller has the right to authorize
Purchaseds entry onto the Property for purposes of conducting its due diligence review of the Property as
contemplated in Section 2.2 hereof.
1 .5 IermC. The Purchase Price for the Property as identified in Section I . I (d) shall be satisfied
at Closing, as follows
1.5.1 The Net Purchase Price (boing the Purchase Price reduced by the balance of the
Existing Financing identified in Section 1.5.2 and the anount of the golf membership deposit
liabilities identiFred in Section 1.5.3) shall be payable at Closing as follows: (a) The Eamest Money
Deposit shalt be payable to ttre Seller; and (b) cash or negotiable firnds in the approximate amount of
One Million Three Hundred Thousand Dollars ($1,300,000.00) (to be precisely determined at
Closing) reduced by Seller's share of Closing Cosb (the "Cash Payment'') shall be payable to the
Seller at Closing.
1.5.2 Subject to terms contained herein, Closing Purchaser shall either satisfr from its own
funds or assume the following Edsting Financing: (a) SBA Loan in favor ofthe Panhandle Area
Council in the approximate amount of $780,448.59; (b) HVR water project loan in favor of
Deparfinent ofEnvironmental Quality intheapproximate amountof S242,542.26;(c) the sales office
loan in favor of Rock Canyon Bank in the approximate amount of $154204.73; and (d) the
Greensides loan(s) in favor of Inland Northwest Bank in the approximate amount of $407,080.00.
The parties hereto acknowledge and agree that Purchaser may assume each of the loans constituting
the Existing Financing, upon Purchaser obtaining Lender approval for each such loan for Purchaser
to assume the Existing Financing with respect to the Property, upon terms and conditions acceptable
to Purchaser in its sole and absolute discretior5 from each Lender (the "Lender Approvals"). The
Purchaser shall submit a request to each Lender of the Existing Financing within fifteen ( I 5) days of
the date of this Agreement and Seller shall provide reasonable cooperation to Purchaser, in
connection with Purchaser's efforts to obtain the txnder Approvals. Purchaser shall attempt to obtain
the Lender Approvals not later than expiration ofthe Financing Period. Purchaser agrees ttrat it shall
provide written notice to Seller promptly upon obtaining the Lender Approvals (the "Lender
Approval Notice")- If Purchaser does not provi& Seller with the Lender Approval Notice on or
before expiration of the Financing Period or otherwise elects not to pursue the Lender Approvals, (i)
in addition to the Net Purchase Price, the outstanding principal balanoo of the Existing Financing
(subject to any discounts, reductions, releases, forbeararrce or other modifications agreed to by
Lender with rspect to such outstanding principal balancg pursuant to Purchasef s negotiations with
Lender with respect to the same[the "Loan Balance"), shall be paid by Purchaser to the Escrow
Stoncridgc krcttc rnd Sdc Agrccncrt
Pegc 4
Agentorapplicable Lender(as applicable) atClosing in immediately available funds, whichshall be
disbursed to the applioable lrnder in accordance with the Setflement Statement, and (ii) the Seller
shall cause the Existing Financing to be terminated (and all liens, security agreements and financing
statements securing same to be released of record) on or before Closing, and the Seller shall
indemniff, defend and hold Purchaser and Purchaser-Related Entities harmless from and against any
and all claims arising from the Existing Financing.
1.5.3 Purchasershall also assume the outstanding balance ofthe golfmembership deposit
liabilities received by Seller pursuant to golf membership agreements as the same exist as of Closing.
The potential obligation to repay such membership deposits in accordance with the membership
agreements is cunently a contingent liability of Seller, which will be assumed by Buyer at Closing.
ARTICLE 2: INSPECTION
Z.l Seller's Deliverv of Specified Documents. Except as specified to ttre contrary herein below,
Seller shall provide to Purchaser the following as soon as practicable after the date heIeof,, but in any event
within ten (10) days after the Date of this Agreernent all of the following documentation and information
currently in Sellet's possession and/or reasonably attainable by Seller:
(a) Financiallnformation. OperatingstatementsofthePropertyforthecalendaryearsof20l5,
2}l6,2}l8,and year-to-date 2018 ('Operatine Statements") and financial statements (income, expenses and
capital improvements) for the Pmperty available to Selleq
(b) Tax Statements. Copies or a summary ofad valorem tax valuations and statements relating to
the Prope(y for the years 2015, 2016,2017, and the current yeax or other current tar period (if available);
(c) Lervice Contracts. A list, together with copies, of all managemen! service, supply,
equipment rental (including those equipment lease agreements identified on Exhibit "B" dtached hereto), and
other contracts related to the operation of the Property ("SgfylSggggtracts");
(d) Environmental Reoorts. Any environmental reports in its possession;
(e) Existine Survev. Copies of rry existing ALTA suryey of the Property.
(D Real Propeny. A list and/or description ofall parcels, lots, condominium units that comprise
the Real Property, provided, however, that Purchaser shall rely upon the Title Commitment to be delivered as
provided in this Agreement for a comprehensive list ofthe Real Property and exceptions to title.
(g) Equioment and Inventory. A list of all personal property, and any other items included in the
sale which are not a part of the real property.
(h) Leeal. Documents relating to the current status of any pending litigation affecting the
Proper[y and/or assets ofthe Property-
(i) Constnrction and Site Plans. Al[ architectural, engineering construction and site plans ofthe
Property and Improvements, as available to Seller, to be made available at the Real Property.
Storcrldgc Purchrrc ard Srlc Agrccocnt
Page 5
0) l.icpnses. Permits. Certificates. Inspection. Copies of any licenses, permits, certificates of
occupancy, building inspection reports related to the ownership, conshrction, and operation of &e Real
Property and Improvements.
(k) Insurance Loss Run- An insurance loss run of the Property and Improvements for the last
three (3) years.
(l) [,eases. A copy of all leases of Real Properly which are to be assumed by Purchaser.
(m) Lqpn Documents. All loan documents which are secured by the Property (including the
Existing Financing)-
(n) Utilitv Companv. A1l doounentation related to the organization and operation ofttre Utility
Company, including as-built sanitary sewer system drawings and documents confinning its ownership of
water rights held by it, and the Stoneridge Wastewater Reuse Permit, as renewed.
(o) Golf Membership Proeram. All documenb, records, correspondence and notices relating to
the golf membership program, including the golf rnembership deposit liabilities.
(p) HOA Documents. All documents constitutingorganizational documents forHOAdocuments
applicable to the Properly or any portion thereof, and any and all agreemenb between the Seller and the HO.t
and to the extent that any HOA is controlled by the Seller, all agrcment of such controlled HOAs.
Seller shall have a continuing obligation to provide to Purchaser any of the documents described
above which come into Selle/s possession orart producedby Sellerafterthe initial delivery required above
and such obligation shall continue through the date of olosing ortemination ofthis Agreement.
2.2 Due Dili&enoe- The Due Diligence Period shatl end as ofthe date specified in Section 1.1,
The Earnest Money Depositshall become fully non-refirndable attheendofthe due diligenceperiodexcept
in the instance of non-performance by the Seller.
Purchaser shall have until the end ofthe Due Diligence Period to remove and satisS in its sole and
absolute discretion as to any mattem conc€rningtheProperty, including butnotlimitedto: physical condition,
government ordinances, environmental investigdions, title and engineering reports. All investigations shall
be at PurchaseCs sole cost and expense- In the event hrrchaser does not rernove in writing the contingenoies
within said period the Earnest Money deposit and all interest accrued thereon shall be returned to Purchaser,
and this contract shall be null and void- Thereafter, Purchaser and Seller shall have no further obligations
under the contract except as provided otherwise.
Subject to satisfaction of the insurance requirements stated herein below, Purchaser shall have
reasonable access to the Property for the purpose of conducting surveys, architectural, engineering,
geotechnical, and environmental inspections and tests (inclurting intusive inspection and sampling), and any
other inspections, sfi:dies, or tests reasonably required by Purchaser; prcvided, however, that in each instance,
Purchaser shall provide Seller not less than two (2) days pnor witre,n notice. Rrchaser shall keep the
Proper[y free and clear of any liens and will indemnify, defen4 and hold Seller harmless from all claims and
liabilities asserted against Seller as a result of any such entry by Purchaser, its agents, ernployees, or
representatives. If any inspection or bt disturbs the Propetty, Purc,haser will restore the Property to the same
condition as existed prior to any such inspection or tst Purchaser and its agents, employees, and
StoEcrrdgc P!rctere aed Stlc Agrecocrt
Page 6
representatives shdl have a continuing right ofreasonable access to the Property during the pendency ofthis
Agreement with the right to examine and make copies of all books and records and ottrer materials relating to
the Property in Seller's or its proper[y manage/s possession. In the course of its investigations Purchaserrnay
make inquiries to third parties including, without limitatiorq contactors, property managers, partiesto Service
ContracB, and municipal, local, and other governrnont officials and representatives, and Seller consents to
such inquiries. Notwithstanding the provisions of paragraph 2 of this Section 2.2 or Section 1.3, the
obligations of the Purchaser under this Section 22 slrmrll survive the termination of the Agreement.
If Purchaser elects not to purchase the Property in accordance with the provisions herein or elsewhere
contained in this Agreement Purchaser shall deliver to Seller without cost to Seller, within three (3) days of
notice of such decision not to purchase, copies of all work producVdue diligence documents relating solely to
the Prope(y furnished to, prepared or obtained by or on behalf of Purchaser or its agents or representatives
("Property Documents"), including without limitation appraisals, feasibility studies or analysis, physical
inspection reports, soil reports, environmental reports, improvement plans, cost estimates and bids. Purchaser
shall not be obligated to provide information which is considered proprietary to Purchaser's business or in the
nature of general market studies or conditions. Purchaser consents and agrees that all such information shall
remain strictly confidential and Purchaser shall make no disclosure of the same thereafter.
2.3 Service Contracts. During the Due Diligence Period Purchaser will review the Service
Contacts. Purchaser will assume, subjectto Purchaser's approval ofsuch Service Contracts, the obligations
arising from and after the Closing Date under: (i) &ose Service Contracts that are not in default as of the
Closing Date; (ii) those Service Contacts that cannot be terminated without cost or liability to Seller; and (iii)
all other Service Conhacts (except those identified in (i) and (ii) above) except tlose which Purchaser and
Seller have mutually agr€ed will be terminated. Seller shall terminate at Closing or within thirty (30) days
thereafter all Sewice Contracts that are not so assumed. Purphaser shall not be required to assume any
property management agr€ement affecting the Property, but shall be free to negotiate a separate agreement for
the same.
ARTICLE 3: TITLE AITID SI]RVEY REYIEW
3.1 Delivery of Title Commixnent and Survey. Seller shall cause to be prepared and delivered to
Purchaser and its counsel within ten (10) days after the Date of this Agreemen! a curren! effective
commitrnent for title insurance (the "Title Commitment") issued by the Title Company, in the estimated
amount of the Purchase Price with Purchaser as the proposed insured, and accompanied by mrg complete,
and legible copies of all documents referred to in the Title Commitnenl Seller shall have no obligation to
provide to Purchaser or the Title Company any new survey ofthe Property- If Purohaser elects, it may obtain
at its sole expense, a culTent ALTA survey or an update of any existing suryey, provided that the same is
acquired during the Due Diligence Period.
3.2 Title Review and Cure. Prior to expirdion of the Due Diligence Period, Purchaser shall
review tifle to the Property as disclosed by the Title Commitnent and any survey available to or obtained by
Purchaser and shall notifr Seller in writing of any exceptions to tifle thd are unacceptable to Purchaser.
Seller will elect whether or not to cut€ any objections hrchaser may have to title to the Property; provided
that Seller shall be obligated to obtain the release at Closing of all liens and encumbrances of an ascertainable
amount created by, under or through Seller, including but not limited to any loan cunently secured by the
Property, but excluding the Existing Financing identified in Section 1.5.2- Seller also agrees to rcmove any
exceptions or encumbranoes to title that are created by, under or through Seller after the date of this
Stoneridgc Purcl.tc .Dd Selc Agrccrcrt Pagc 7
Agreement Purohaser may terminate this Agreement and receive a refund of the Earnest Money if: (i) Seller
elects or is unable to remove an unacceptable material condition which was of record prior to the date of the
Title Commitnent; or (ii) the Title Company revises the Title Commitnent after the expiration of the Due
Diligence Period to add or modify material exceptions or to delete or modify any matcrial conditions to
obtaining any endorsement requested by Purchaser during the Due Diligence Period if such additions,
modifications or deletions are material and not acceptable to Purchaser, are not required to be removed by
Seller, and are not removed by the Closing Date. The term 'rPermitted Exceptions" shall mean: (i) the specific
exceptions (exceptions that are not part ofthe promulgated title insurance form) in the Title Commitment that
the Title Company has not agreed to insure over or remove from the Tifle Commitment and that Seller is not
required to remove as provided above; (iD rcal estate taxes not yet due and payable; and (iii) tenants in
possession as tenants only underthe Leases provided they have no option to purchase or acquire any interest
in the Property.
3.3 Delivery of Title Policv at Closins. At the Closing as a condition to Purchase/s obligation to
close, the Title Company shall deliver to Purchaser a standard coverage ALTA Form (or other form required
by state law) Ownet's Policy of Title Insurance ("Title Policv") issued by the Title Company, containing the
deletions and endorsements that the Tifle Company has agreed to issug dated the date and time of the
recording of the Deed in the amount of the Purchase Price, insuring Purchascr as owner of good, marketable
and indefeasible fee simple title to the Property, subject only to fte Permitted Exceptions; provided, however,
that Purchaser reserves the right to purchase, at its sole expense, extended coverag€ and the deletion of
standard printed exceptions as set forth herein (herein *extended coverage"). The Title Policy may be
delivered after the Closing if at the Closing the Title Company issues a currently effectivq duly-executed
"marked-up" Title Commitnent and irrevocably commits in writing to issue the Title Policy in ttre form ofthe
"marked-up" Title Commitnent promptly after the Closing Date.
3 .4 Title Costs. The premium for the Title Policy, excluding the premium for extended goveragq
shall be paid by the Seller. The premium for e:<tended coverage (including deletion of any standard printed
exception) shall be paid by Purchaser. Purchaser shall pay for any endorsements outside those covered by the
standard policy.
ARTICLE 4: OPERATIONS AND RISKOF LOSS
4.1 Performance under Leases and Service Confracts- During the pendency of this Agrremenq
Seller will perform its material obligations under leases with tenants ("Leases") and Service Contracts and
other agreements that may affect the Property. Each parly agrees to indemni& and hold the other harmless
from any default or breach by the other under the Service Contacts and Leases assumed by Purchaser.
4.2 New Contracts. During the pendorcy of this Agreemen! Seller will not enter into any
contract that will be an obligation affrcting the Property subsequent to ttre Closing except confacts entered
into in ttre ordinary coulse of business that are terminable without crause on 3O-days notice and except for
Leases executed upon Sellet's standard fomr in accordance with the provisions of paragmph 4.5 below.
Notrvithstanding the foregoing, during the period ofthis Agreement and priorto Closing, Seller shall have the
rightto enterinto sales ageemenB withprospectivebuyers ofindividual unitsand/orlots comprisingportions
of the Property known as the Greenside Condominiums, the Motor Coach lots, Ironwood prcperties, and
otrer real estate cunenfly listed or listed with Purchaser's approval, each such sale subject to the prior
approval ofPurchaser. Any net proceeds ofsalg after reduction by sales costs and secured loans, ifany, shall
Stoncridgc Purcb.lG rrd SalcAgr.Gm€at
Pagc 8
be placed in escrow as agreed to between Seller and Purchaser and at Closing shall be applied against the
purchase price at Closing.
4.3 ListinesandOtherOffen. PriortotheexpirationoftheFinancingPeriodSellermaylistthe
Property with any broker (including the current listing, ifany) or, solicig make, or accept any offers to sell the
Property, engage in any discussions or negotiations with any third party with respect to the sale or other
disposition ofthe Property, or enter into any contracts or agreements (whether binding or not) regarding any
disposition ofthe Property without prior written notice to the PurchaseE pnrvided however, that any contracts
and agreements which Seller may enter into shall be subordinate to the interests of Purchaser and that such
contracts and agreements shall automatically terminate upon the Closing of the purchase of the Propeny
pursuant to the terms of this Agreement as the same may be amended by the parties.
4.4 Removal and Replacement of Taneible Personal Propertv. Seller will not remove any
Tangible Personal Property except as may be required for necessary repair or replacement, and replacement
shall be of equal quallty and quantity as existed as ofthe time of its removal.
4-5 Maintenance of Imorovements. From and after the date of this Agreement Seller shall (a)
maintain all Improvernents, in good condition and repair, fully operational and functional, in compliance with
all applicable regulatory requirements.
4.6 Sellefs Obligations.
(a) Other than the obligations of Seller expressly assurned by Purchaser, Seller, subject to the
terms and conditions of this Agreement oovenants that it shall pay and discharge any and all liabilities of
each and every kind arising out ofor by virtue ofthe conduct ofits business before and as ofthe Closing Date
on or related to the Properly.
(b) Prior to Closing Seller shall operate the Property in the normal course of its business except
as provided herein and shall provide Purchaser with a copy of all Operating Statements as they are generated
monthly.
4.7 Damage. Risk of loss up to and including the Closing Date shall be borne by Seller. In the
event of any Materid Damage to or destruction ofthe Propetty or any portion thereof, Purchaser may, at its
option, by notice to Seller given within ten (10) days after Purchaser is notified of such damage or destnrction
(and if necessary the Closing Date shall be extended to glve Purchaserthe full ten (10) day period to make
such election): (i) terminate this Agreement and the Earnest Money shall be immediately returned to
Purchaser or (ii) proceed under tlis Agreement receive (subject to the rights of any secured lender) any
insurance proceeds (including any rent loss insurance applicable to any period on and after the Closing Date)
due Seller as a result ofsuch damage or deshuction and assume respomibility for such repair, and Purchaser
shall receive a credit at Closing from Seller in the amount of any deductiblg uninsured or coinsured amount
which Seller would have been required to pay to repair such damage and which has not been or will be paid
under said insurance policies.
If Purchaser elects (ii) above, Seller will cooperate with Purchaser after the Closing to assist
Purchaser in obtaining the insurance proceeds from Selley's insurers. If the hopemy is not Materially
Damaged, then Purchaser shall not have the right to terminate this Agreement, but Seller shall at its cost repair
the damage before the Closing, in a manner reasonably satisfactory to Purchaser or if rcpairs cannot be
completed before the Closing, credit Purchaser at Closing for the reasonable cost to complete the repair.
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Prgc 9
ofthe Purchase hice to repair.
4.8 Condemnation. Within ten (10) days after Seller receives notice of proceedings in eminent
domain that are contemplated, threatened or instituted by any body having the power of eminent domain,
Seller shall provide said notice to Purchaser, and if necessary the Closing Date shall be extended to give
Purchaser an additional ten (10) day period to elect as follows, either (i) terminate this Agreement and the
Earnest Money shall be immediately returned to Purchaser; or (ii) proceed under this Agreement in which
event Seller shall, at the Closing, assign to Purchaser (subject to the rights ofany secured lender) its entire
right title and interest in and to any condemnation awarrd, and Puchaser shall have the sole right during the
pendency of this Agreement to negotiate and othenvise deal with the condemning authority in respect of such
matter. Purchaser's right to negotiate and dcal with the condemning authority shall be subject to Purchaser
removing all contingencies.
ARTICLE 5: CLOSING
5.1 Closinq. The consummation ofthe transaction contemplated herein ("@.g") shall occur
on the Closing Date at the offices of the Escrow Agenl
5.2 Conditions to the Parties' Oblieations to Close. In addition to all other conditions set forth
herein, the obligation of Seller, on the one han{ and Purchaser, on the other hand, to consummate the
transactions contemplafed hereund€r shall be contingent trpon the following:
(a) The otherparty's representations and warranties contained herein shall be materially tnre and
correct as ofthe date ofthis Agteement and the Closing Date.
(b) As ofthe Closing Datg the other party shall have performed its obligations hereunder and all
deliveries to be made at Closing have been tendered;
(c) There shall exist no actions, suits, arbibations, claims, afiachments, proceedings, assignments
for the benefit of creditors, insolvency, bankruptcy, reorganization or other proceedings, pending or
threatened against the other pafiy that would materially and adversely affect the operation or value of the
Property or the other party's ability to perform its obligations under this Agreement; and
(d) There shall exist no pending or threatened action, suit or proceeding with respect to the other
party before or by any court or administrative agency which seeks to restrain or prohibi! or to obtain damages
or a discovery order with respect tq this Agreement or the consummation of the tansactions contemplated
hereby.
(e) Purchaser has received during the Financing Period (i) the approval for Purchaser's
assumption of each of the loans constituting the Existing Financing, and/or approval by Purchaser of
additional and/or replacement financing, and (ii) the approval of the lessors for the assumption of the
equipment leases identified on Exhibit "!" atreched hereto-
(0 Purchaser has reseived during the Governmental Approval Period, approval from the Idaho
Public Utilities Commission of its purchase ofthe Seller's right, title and interest in the Utility Company.
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(g) Purohaser has received during the Govemmental Apprroval Period, approval ofits purchase of
the Liquor License fromthe Idaho State Lrquor Commission.
So long as a party is not in default herounder, if any condition to such party's obligation to poceed
with the Closing hereunder has not been satisfied as of the Closing Date, such party may, in its sole
discretion, terminate this Agreement by delivering writen notice to the other party on or before the Closing
Date, oreleotto closg notwitbstandingthenon-mtisfactionofsuch conditior5 inwhicheventsuchparty shall
be deerned to have waived any suoh condition. [n the event such party elec8 to closq notwithstanding the
non-satisfaction ofsuch condition, there shall be no liability on the part ofany other party hereto for breaches
of representations and warranties of whioh the party electing to close had actual knowledge at the Closing.
Nothing in fte forgoing shall relieve a party from any liability it would otherwise have ifthe failure ofa party
to satisff a condition also constitutes a default by such party hereunder.
5.3 Sellet'sDeliveriesinEscrow. Atleasttwo(2)businessdayspriortotheClosingDate,Seller
shall deliver in escrow to the Escrow Agent the following:
(a) Dged. A Speoial Watranty Dee4 in form provided for rmder the law of the state where the
Property is located or otherwise in conformity with the custom in suchjurisdiction and mufually satisfactory
to the parties, executed and acknowldged by Seller (or one or more of the separate entities consisting of one
of the Seller entities which is vested wittr tifle), conveying to Purchaser the Real Property and Improvements
in fee simpletitle, subject only to the Pemritted E:rceptions (the "Deed");
(b) Assisnment of Service Conbacts. Intansibles and Personal Property. A Bill of Sale, an
Assignment and Assumption of Service Contracb, and an Assignmeat of Irtangible Personal koperty, in
form mutually satisfactory to the parties, executed and acknowledgd by Seller (or one or more of them
vested with title), conveying the contracts and property described therein;
(c) Assisrment of Membership Interests in Utilitv Companv. An Assignment of Membership
Interes! in form mutually satisfactory to the parties, executed and acknowledged by Seller (or one or more of
them vested with title), conveying all iA membership interest in the Utility Company, and if required by
Furchaser, the resignations of the cutlent nranagers of the Utility Company, which Assignment and
resignations shall be held in escnour pending approval ofthe State ofldaho;
(d) Assis,nment of Liouor License An assignment of the Liquor License on such forms
approved by the Idaho State Liquor Division, executed and asknowledged by the Selle;r (or one or more of
them holding title), conveying the Liquor License to Puthaser, which assignment and o&er forms shall be
held in escrow pending approval by the Idaho State Liquor Division;
(e) State Law Disclosures- Such disclosures and reports, required by applicable state and local
law in connection with the conveyanc€ of real property;
(q FIRPTA A Foreign Investnent in Real Property Tax Act affrdavit executed by Seller. If
Seller fails to provide the necessary affidavit andlor docume,ntation of exemption on the Closing Datg
Purchaser may proceed with withholding pmvisions as provided by law;
(g) Certificate ofRepresenhtions and Warranties. Acertifioate signed by Sellerreaffirming and
updating to the Closing Date the repcsentations and warranties given by Seller under Article Seven and
which will include alistof Semice Contrac$ and Operating Stabments;
Stoncridgt Prrcharc and Salc Agrc.mctt Prgc 11
(h) Authoritv. Evidence of exisGnce, organization, and authority of Seller and the authority of
the person executing documents on behalf of Sellerreasonably satisfactory to Purchaser, the Escrow Agent
and the Title Company;
(i) Additional Documens. Any additional documents that Purchaser, Esorow Agent or the Title
Company may reasonably require for the proper consummation of the tansaction contemplated by this
Agreement.
5.4 Purchasefs Deliveries in Escrow. Except as set forttr below, at least one (1) business day
prior to the Closing Date, Purchaser shall deliver in escrow to the Escrow Agent the following:
(a) Purchase Price. On or before the Closing Date, the Net Purchase Price (which also includes
the Eamest Money), plus or minus applicable prorations, deposited by Purohaser with the Escrow Agent in
immediate, sameday fed€ral funds wired for credit into the Esorow Agent's escro\il accounq
O) AssiCmment of Leases. Service Contracts. IntanEibles and Personal Propertv. The
Assignment and Assumption ofleases and the Assignment and Assumption of Service Contacts executed by
Purchaser;
(c) Assimment of Membershio Interess in Utilitv Company. The Assignment of Membership
Interest, in form mrtrually satisfactory to the prties, executed and acknowledged by Purchaser, conveying all
its membership interest in the Utility Company;
(d) Assisnment of Liquor License- The Assignment of Liquor Licensq on such forms as
approved by the Idaho State Liquor Division executed and aoknowledged by Purchaser, conveying the Liquor
License to Purchaser.
(e) State Law Disclosures. Such disclosures and reports required by applicable state and local
law in connection with the conveyanoe of real properly;
(D Additional Documen8. Any additional documents that Seller, Escrow Agent or the Tifle
Company may reasonably require for the proper consummation of the tansaction contemplated by this
Agreement.
5.5 Closing StatementslEscrow Fees. On or before the Closing Date, Sellcr and Purchaser shall
deposit with the Escrow Agent exeouted closing statemenb consistent with this Agreement in form required
by the Escrow Agent The Escrow Agent's escFow fee shall be divided equally betrveen and paid by Seller
and Purchaser.
5.5 Title Policv. The Escrow Agent shall be irrcvocably committed to deliver to Purchaser the
Title Policy pursuant to Paragraph 3.3.
5.7 Possession. Seller shall deliver possession ofthe Property to Purchaser at the Closing subject
only to the Permitted Exceptions.
5.8 CloseofEscrow. Upnsatisfactionorcompletionoftheapplicableforegoingconditionsand
deliveries, the parties shall direct the Escrow Agent to immediately record and deliver the documenb
Stoneridgc Purchesc oud Stlc Agrccmcot
Page12
described above to the appropriate partias and make disbursements according to the closing statements
executed by Seller and Purchaser.
5.9 Deliverv of Books and Records. Immediately after the Closing Seller shall leave at ttre Real
Property, copies or originals ofall books and records ofaccount (for the period that Seller is required to
provide Operating Statements), contracts, copies of correspondenoe with suppliers, receipts for deposits,
unpaid bills and other papers or documents which pertain to the Property together with all advertising
materials, booklets, keys and other items, if any, used in the operation of the Properly, and the original "as-
built" plans and specifications, if in Seller's possessioq and all other available plans and specifications, as
available.
ARTICLE 6: PRORATIONS
6. I Prorations. The items in this Paragraph 6- l shall be prorated between Seller and Purchaser :ls
of the close of the day immediately preceding the Closing Date. Items such as taxes, assessments, incorne,
utility expenses, fees under service contracts and other like items shall be prorated by the parties outside of
closing as provided in Article 5.
(a) Taxes and Assessments. General real estate tanes and assessments imposed by governrnental
authority ("Taxes") and any assessments by private oovenant constituting a lien or charge on the Property for
the then current calendar year or other current ta:< period not yet due and payable. Ifthe Closing occurs prior
to the receipt by Seller ofthe tax bill for the calendar year or other applicable tax period in which the Closing
occurs, Purchaser and Seller shall prorate Taxes for such calendar year or other applicable tax period based
upon the most recent ascertainable assessed values and tax rates. If the Prcperty has not been assessed on a
completed basis but will be forthe current year or other applicable ta:r period the parties shall complete the
proration based upon an assessed value equal to the Purchase Price. Transfer taxes and other taxes imposed
by any munieipality and/or govemment entity, other than real property taxes, shall be paid by Seller.
Property taxes will be paid culTent at the time of closing and Purchaser shall only be responsible for taxes
arising after the Closing Date.
G) Collected Income. All collected inoome (and any applicable state or local tan on rent) on the
Closing Date. Seller shall be charged with any rentals coll@ted by Seller before Closing but applicable to
any period oftime after Closing. Uncollected income shall not be prorated. IfPurchaser collets "one month
delinquencies' after Closing, Purchaser shall apply such inoorne to the obligations owing Purchaser for its
period of ownership and to costs of collection, remitting the balance, if any, to Seller. "One month
delinquencies" are delinquencies that are delinquent by only the monthly installment tlat was due for the one
month preceding the monfh in which the Closing Daie ftlls. Otherthan one month delinquencies, as provided
above, no other delinquencies as of the Closing Date but collected after Closing shall be remitted to Seller.
(c) Utilities. Utilities, iucluding water, sewer, electric, and gas, based upon the last reading of
meters prior to the Closing. Seller shall endeavor to obtain meter readings on the day before the Closing
Date, and if such readings are obtained there shall be no proration ofsuch items. Seller shall pay at Closing
the bills therefore for the period to and including the Closing and Purchaser shall pay the bills therefore for
the period subsequent thereto. If the utility company will not issue separate bills, Purchaser will receive a
credit against the Purchase Price for Sellet's portion and will pay the entire bill prior to delinquency after
Closing. If Seller has paid any utilities no mor€ than thirly (30) days in advance in the ordinary course of
business, then Purchaser shall be charged its portion of such payment at Closing; and
Stoacridgc Purcbesc eod Salc Agrccmcnt
Pegc 13
(d) Fees and Charses under Service Contracts. Fees and charges under such of the Service
Contacts as are being assigned to and assumed by Purchaser at the Closing on the basis of the periods to
which such Service Contracts relate.
6.2 Final Adjustment After Closine. In the event that final bills cannot be issued for any charge
prior to Closing then Purrohaser and Seller agree to allocate such items on a fair and equitable basis as soon as
such bills a.re availablg find adjustnent to be made as soon as reasonably possible after the Closing.
Payments in connection with the final adjustrrent shall be due within sixty (60) days of writ0en notice.
6.3 Utiliw Deposits. Seller shall receive a credit for the amount of deposits, if any, with utility
companies that are tansferable and that are assigrred to Purchaser at the Closing.
6.4 Sales. Transfer. and Documentarv Taxes- Except as provided to the contrary in Seotion 5.1
(a), Seller shall pay all saleg gfoss receipS, compensating, documentary, excise, tansfer, deed or similar
taxes and fees imposed in connwtion with the transfer of the Real Property and Improvements under
applicable local or state law. Punchaser shall be responsible for any sales or compensating tax related to the
acquisition of the Personal Property (Tangible and Intangible), together with together with those taxes
required by the provisions ofSection 6.1 (a). Seller and Purchaser shall prior to closing, as they shall
mutually agree, identi$ the value ofthe personal property.
6.5 Wages- Seller shall pay the wages, ernployment taxes and fringe benefits applicable thereto
payable to employees of Seller as of their discharge on the Closing Date- No employees of the Utility
Company shall be discharged at Closing by Seller unless direoted by Purohaser.
6.6 Commissions. SellerandPurchaserrc,pres€mtandwaranteachtotheotherthattheyhavenot
dealt wift any real estate broker, sales person or finder in connection with this tansaction, other than the
Broker identified in Section 1.1 (k) (the "Broker'). Seller and Purchaser shall each pay ons'half of the two
percentQ%o)commission payable to Broker at Closing. Eaoh ofthe parties agrees to indemniff and hold the
other harmless frorn any and all additional claims of commissions or fees, including but not limited to
attorney fees, except for the claims of the Broker as specified in this Section 6.6.
6-7 Other Exoenses. Unless otherwise expressly agreed in writing betn een Seller and Purchaser,
no other expense related to the ownership or operation ofthe Property shall be charged to or paid or assumed
by Purchaser, whether allocable to any period before or after the Closing.
ARTICLE 7: REPRESENTATIONS AITTD WARRANTIES
7.1 Seller's Reprcsentations and Warranties. As a material inducementto Rtrchaser to execute
this Agreement and consummate this transastion, Seller represents and warrants to Purchaser that to the best
of its knowledge:
(a) Oreanization and Authoritv. Seller has the full right and authority and has obtained any and
all consents required therefore to enter into this Agreement md to consummats or cause to be consummated
the sale. This Agreement and all ofthe docume,nts to be delivered by Seller at the Closing have been and will
be authorized and proprly execded and will constitute ttrc valid and binding obligations of Seller,
Stomrldgc Purcl.tc tld StIc Agrccuclt
Pegc 14
enforceable in accordance with their terms, and no consents of any other party are required in order for Seller
to perform its obligations hereunder.
O) Conflicts and Pending Actions or Proceedines. There is no agreement to which Seller is a
party or, to Seller's knowledge, binding on Seller that is in conflict with this Agreement There is no action or
proceeding pending or, to Selleds knowledge, threatened against or relating to the Properly, including,
without limitatioq any condemnation proceedings or actions under the Fair Housing Act, or which challenges
or impairs Seller's ability to execute or perform its obligations under this Agreement.
(c) Conmctors and Suppliers. All contractors, subcontractors, suppliers, architects, engineers,
and others who have performed services, labor, or supplied material in connection with the development,
ownership, and managernent ofthe koperty have been paid in full, or with respect to work in progress will be
paid in full at or prior to the Closing Date, and all liens arising therefrom (or claims which with the passage of
time or notice or bottr, could mature into liens) have been satisfied and released or will be at the Closing Date.
(d) Service Contraets. The list of Service Contracts to be provided to Purchaser will be true,
corect, and complete. Neither Seller nor, to Sellerrs knowledge, any other party is in material default under
any Service Contract Seller shall provide Purohaser with any and all notices of default received and/or given
prior to Closing.
(e) Operating Statements. To Seller's best knowledge and beliefthe Operating Statements show
all items of income and expense (operating and capital) incurred in connection with Selleds ownership,
operation, and management ofthe Property for the period indicated and are true, correct, and complete in all
material respeots.
(0 Notice of Violations or Defects. Seller has received no written notice: that the Property or
the use thereof violates any govemmental law or regulation or any covenants or resfrictions encumbering the
Properg; of any material physical defect in the lmprovements; or from any insurance oompany or underwriler
of any defect that would materially adversely affect the insurability ofthe Property or cause an increase in
insurance premiums.
(g) ERISA Neither Seller nor its general partners participate in, nor has it withdrawn from, a
multi-employer plan subject to Title IV of ENSA.
(h) Environmental. Seller has conducted no tests and is unawar€ of any violation of
Environmental Laws related to the Property orthe presence or release ofHazardous Materials on or from the
Property except as disclosed in the Property lnformation, The term "Egdtg4usgldJdu/s" includes without
lirniation the Resource Conservation and Recovery Ast and the Comprehensive Environmental Response
Compensation and Liability Act ("eEBeLA') and otherfederal laws governingthe environment as in effect
on the date of this Agreementtogether with their implementing regulations and guidelines as ofthe date of
this Agreement and dl state, regional, county, municipal and otherlocal laws, regulations and ondinancesthat
are equivalent or similar to the federal laws recited above or tlmt purport to regulats Hazardous Materials.
The term "Hazardous Materials" inoludes petoleum as defined in CERCLA and any sub$tance, material
waste, pollutant or contaminant listed or defined ss hartdous or toxic under any Envimnmental Law.
(i) WithholdinF Oblieation. Seller's sale of the Properry is not subject to any federal, state or
local withholding obligation of Purchaser under the ta:r laws applicable to Seller or the Property.
Stoncrldge Purcbese rnd Sdc Agrccmclt Prgc 15
0) Litieation. ExceptasdisolosedtoPurchaseronorbeforetheerpirationoften(10)daysfrom
the date of this Agreement, there is no pending litigation against Seller or the Property, including
counterclaims and/or cross claims. If an action is commenced afterthe inifial disclosure made by Sellerand
prior to Closing, Seller shall disclose to Purchaser, not later ttran the Closing Date, all such additional
litigation which has been commenced against the Seller or the Property. In the event of any litigation which
requests monetary damages only, Purchaser agr@s to conclude the Closing and Seller agrees to indemnifr
and hold Purchaser harmless from any and all claims relative thereto, including but not limited to reasonabie
attorneys' fees and costs incurred by Purchaser. In the event that non-monetary relief is requested as the
result ofany such additional litigation, Purchaser reserves the right to defer closing (not to exceed 30 days),
tenninate this Agreement (with a refund ofthe Earnest Money), or close the purchase ofthe Properly subject
to Seller's obligation to indemnify Purchaser upon such terms and conditions as Seller and Purchaser shall
agree.
(k) Condition of Improvements. Seller has regularly maintained the Improvements, in good
condition and repair, andto Seller's knowledge the samo are fully operational and functional, in compliance
with all applicable regulatory requirements.
(l) Pending Permits. As ofthe date ofthis Agreemen! the Stoneridge Wastewater Reuse Permit
Renewal has been submitted and is pending approval. Seller represents that it has no knowledge of any
reason or circumstance which would preclude the final approval of such application for renewal.
Except as specifically set forth hereiq Seller has made no reprcsentation or warranty of any kind,
express or implied, with respect to the Property and the Property shall be conveyed to Purchaser "as is, where
is and with all faults."
7 .2 Purchasefs Representations and Warranties. As a material inducement to Seller to execute
this Agreement and consummate this tansaction, Purchaser represents and warrants to Seller that:
(a) Oreanization and Authoritv. Purohaseris alimited liability company organized and in good
standing in ttre State of ldaho. If Purchaser elects to assigr this Agreement as specified in Section 8.1,
Purchaser's assignee shall be qualifid to do business in the state in which the Real Property is located.
Purchaserhas the fulIright and authorit5r and has obtained any and all consents rcquired therefore to enter into
this Agreement consummate orcause to be consummated the sale- The Agreement and all ofthe documents
to be delivered by Purchaser or his assignee at the Closing have been and will be authorized and properly
executed and will constitute the valid and binding obligations of Purchaser or his assignee, enforceable in
accordance with their terrns;
(b) Conflicts and Pendins Action. There is no agreement to which Purchaser is a part or to
Purchase/s knowledge binding on Purchaser which is in conflict with this Agreement. There is no action or
proceeding pending or to Purchasefs knowledge, threatened, against Purchaser which challenges or impairs
Purchaseds ability to execute or perform its obligations under this Agroemenl
(o) "AS lS" Purchase. THE PARTIES HEREBY ACKNOWLEDGE AI.ID AGREE AS
FOLLOWS: (I) PURCHASER IS A SOPHISTICATED PLJRCI{ASER WHO IS FAMILIAR WITH THIS
TYPE OF PROPERTY; (I! EXCEPT AS MAY BE SPECIFICALLY SET FORTH IN THIS AGREEMENT,
NEITHER SELLER, NOR A}IY OF ITS AGENTS, REPRESENTATIIYES, BROKERS, GENERAL
PARTNERS, OFFICERS, DIRECTORS, SIIAREHOLDERS OR EMPLOYEES HAS MADE OR WILL
MAKE AlfY REPRESENTATIONS OR WARRAIITIES OF AM KIND WHA*TSOEVER, WHETHER
Stoncridgc Parcl* .nd S.lc Agramt
Page 16
ORAL OR WRITTEN, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY; AI.ID (III)
EXCEPT AS REPRESENTED TO THE CONTRARY IN THIS AGREEMENT, THE PROPERTY IS
BEING SOLD TO PURCHASER IN ITS PRESENT NAS ISU, UWHERE IS'' CONDITION "WITH ALL
UUS.." SUBJECT TO TTIE TERMS HEREOF, PURCHASER WILL BE AFFORDED THE
OPPORTUMTY TO MAKE ANY AND ALL INSPECTIONS OF THE PROPERTY AND SUCH
RELATED MATTERS AS PURCHASER MAY REASONABLY DESIRE AND ACCORDINGLY,
PURCHASER WTLL RELY SOLELY ON ITS OWN DUE DILIGENCE AND INVESTIGATIONS IN
PURCHASING THE PROPERTY.
(d) Disclosure Documents. Purchaser acknowledges that Selleror its agents, representatives or
consultants have delivered and will deliver to Purchaser certain documents relating to the Property prepared
by third parties. Seller makes no representation or warranty as to the accuracy or completeness of any such
documents. Purchaser acknowledges and agrees that such documents are provided for information and
disolosure purposes only, and that Purchaser is not entitled to rely on such third party documents.
(e) Soohisticated Purchaser. Purchaser is a knowledgeable, experienced and sophisticated
Purchaser of real estaG, including resort properties.
(0 Expertise and Knowledee of Purchaser. In purchasing the Property, Purchaser has relied and
will rely solely on (i) the expertise of Purchaser and its agents, representatives and consultants, (ii) the
knowledge ofPurchaser and its agents, representatives and consultants based ontheir own investigations and
inspections of the property, and (iii) the express representations of Seller contained in this Agreement.
(g) Completion of Investieation. On the Due Diligence Date, Purchaser and its agents,
representatives and consultants will have conducted all inspections and investigations of the Proper(y that
Purchaser deems necessary or appropriate in connection with its purchase of the Property.
(h) No Reliance on Seller. Purchaser is not relying and will not rcly on any representations,
warranties, promises, ussurancesi or other statements relating to or affecting the Property, whether made
verbally or in writing, and whether made before or after the date of this Agreement made by Seller, or any of
its agents, reprcsentatives or consultants, which are not expressly set forth in this Agreemort.
7.3 Effectiveness of Representations and Warmnties. The representations and warranties set
forttr above shall be accurate on the date ofthis Agreement and as of Closing. Notwithstanding the above, if
either parly receives notice, before Closing, of a breach of any representation or warant5r made by the other
party, and proceed to Close, such breach shall have been waived.
7 .4 Survival of Representations and Warranties. The representations and warranties set forth in
this Article 7 arc made as of the date ofthis Agreement and are remade as ofthe Closing Date and shall not be
deemed to be merged into or waived bry the instnrmen8 of Closing, but shall survive the Closing for a period
of six (6) months. Seller and Purchaser shall have the right to bring an action thereon only if Seller or
Purchaser, as the case may be, has given the other party written notice ofthe circumstances giving rise to the
alleged breach within such six (6) month period. Each party agrees to de,fend and indemnify the other against
any claim, liability, damage or expense asserted against or suffered by such other party arising out of the
breach or inaccuracy ofany such nepresentation or urarranq/.
Stoncridgc Purcher ond SrlG Agrccmeat
Pagc 17
ARTICLE E: MISCELLAITIEOUS
8. I Parties Bound. Neither party may assign this Agreement without the prior wrifien consent of
the other, and any such prohibited assignment shall be void; provided that Purchaser may assigl this
Agreernent without Sellels consent to a single asset parfrrership (general or limited) or limited liability
company formed specifically to hold this asset, provided the Purchaser controls such partrership or company.
Subject to the foregoing this Agreement shall be binding upon and inure to the benefit ofthe respective legal
representatives, successors, assigns, heirs, and devisees of the parties. Said Assignment shall not reduce or
remove Purchasey's responsibility of performance under this agreement.
8.2 Headines. The article and paragraph headings of this Agreement are for convenience only
and in no way limit or enlarge the scope or meaning of the langrage hereof-
8.3 Invalidiry and Waiver. [f any portion ofthis Agreement is held invalid or inoperative, then so
far as is reasonable and possible the remainder of this Agreement shall be deemed valid and operative, and
effect shall be given to the intent manifested by the portion held invalid or inoperative. The failure by either
party to enforce against tho other any terrr or provision ofthis Agreoment shall be deemed not to be a waiver
of such party's right to enforce against the other party the same or any other such term or provision.
8.4 Governing Law. This Agreement and said other instuments shall, in all respects, be
governed, construe4 applie4 and enforred in accordance with the law ofthe state in which the Real Properly
is located.
8.5 Survival. The provisions ofthis Agreementthat contemplate performance afterthe Closing
and the obligations ofthe parties not fully performed at the Closing shall survive the Closing and shall not be
deemed to be merged into or waived by the instruments of Closing-
8.6 No Third ParhtBeneficiary- This Agreement is not intended to give or confer any benefits,
rights, privileges, claims, actions or remedies to any person or entlty as a third party beneficiary, decree, or
otherwise.
8.7 Entiretv and Amendments. This Agreement embodies the entire agreement between ttre
parties and supersedes all prior agreements and understandings relating to the hoperty. This Agreement may
be amended or supplemented only by an instrument in writing executed by the party against whom
enforcement is sought
8.8 Time. Time is of the ess€noe in the performance ofthis AgreemenL
8.9 ConfidentialiB. Seller and Purchaser shall make no public announcement or disclosure of
any information related to this Agreement (including but not limited to the documents provided pursuant to
Article 2) to outside brokers or third parties, before or after the Closing without the prior written speoifio
consent of the other. Seller may make disclosure of this Agreement to its lenders, crcditors, officers,
employees and agents as neoessary to perform ofits obligations hereunder.
8.10 Attomeys' Fees. Should either party employ attorneys to enforce any of the provisions
hereof, the pa(y losing in any final judgment agrees to pay the prevailing party all reasonable Gosts, charges
and expenses, including attomeys' fees, expended or incuned in connection therewith.
Stoncrldgc Plrchaoc rnd Srlo Agnccmcet
Pegc lt
8- l I Notices. All notices required or permitted hereunder shall be in writing and shall be served
on the parties at the following ad&ess:
If to Seller:CDS STONERTDGE PARTNERS, L.C.
Attn: KevinAnderson
I l l East Sego Lily Drive, Suite 400
Sandy, Utah 8/m70
Telephone: (BAD 28+2939
Fan Number: (801) 2W-2913
E-mail: [e-mail]
Ifto Purchaser:ESPRIT ENTEPRTSES, LLC.
L7l73E- PierRoad
Bayview,Idaho 83803
Telephone: 208-66G1 045/
Fa,rNumber: h l+ 1l$-ea,qtE-mail: "t *run@ffi caser.net
,l
)
Any such notices shall be either (a) sent by certified mail, retum receipt rquested, (b) sent by
overnight delivery using a nationally recognized overnight courier, (c) sent by personal delivery; (d) e-mail
(with evidence of receipt), or (e) for transmission (with widence of receipt). Under no circumstances is voice
mail deemed an acceptable method of delivery of notice. Notices shall be deemed delivered upon receipt.
The above addresses may be changed by wri$en notice to the other party; provided, howwer, that no notice
of a change of address shall be effective until achral receipt of such notice- Copies of notices arre for
informational purposes only, and a failure to give or receive copies ofany notice shall not be deemed a failure
to give notice.
8.12 Constuction. The parties acknowledge thatthe parties and their counsel have reviewed and
revised this Agreement and that the normal rule of consfiuction to ttre effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or any
exhibits or amendments hereto.
8.13 Calculation of Time Periods. Unless othennise specified, in computing any period oftime
described herein, the day ofthe act or event after which the designed period of time begins to run is not to be
included and the last day of the period so computed is to be includd unless such last day is a Satrrday,
Surday or legal holiday, in which event the period shall run until the end of the next day which is neither a
Saturday, Sunday, or legal holiday.
8. 14 Procedure for Indemnitv. The following provisions govem acfions for indemnity under this
Agreement. Promptly after receipt by an indemnitee ofnotice of any claing such indemnitee will, if a claim
in respectthereof is to bemade againstthe indernnitor, deliverto the indemnitorwritten noticethereof and the
indemnitor shall have the right to participate iq an{ if the indemnitor agrees in writing that it will be
responsible for any costs, expenses, judgrrents, damages and losses incurred by the indemnitee with respect to
such olaim, to assume the defense thereof with counsel mWually satisfactory to the parties; provided,
however, that an indemnitee shall have the right to retain its own counsel, with the fees and expenses to be
Stoncridgc Purch$C rld Sdc Agrccmcrt Prgc ll
paid by the indemnitor, if the indemnitee reasonably believes that representation of such indemnitee by the
counsel retained by the indemnitor would be inappropriate due to actual or potential differing interests
between such indemnitee and any other party represented by such counsel in such proceeding. The failure to
deliver writtsn notioe to the indemnitor within a reasonable time ofnotice ofany suoh olaim shall relieve such
indemnitor of any liability to the indemnitee under this indemnity only if and to the extent that such failure is
prejudicial to its ability to defend such action, and the omission so to deliver written notice to the indemnitor
will not relieve it of any liability that it may have to any indemnitee other than under this indemnity. If an
indemnitee settles a claim without the prior written consent of the indemnitor, then the indemnitor shall be
released from liability with respect to such claim unless the indemnitor has unreasonably withheld such
consenL
8.15 Execution in Countemarts and Fa,red Signatures. This Agreement may be executed in
multiple counterparts, and by the parties hereto on separat€ counterparts, and each counterpafi, when so
executed and delivered (whether by facsimile or otJrerwise), shall constifute an original agreemen! and all
such separate counterparts shall constiuate one and the same agxeemenl
8.16 Further Assurances. tn addition to the acts and deeds recited herein and contemplated to be
performed executed andlor delivered by Seller to Purchaser at Closing, Seller agrees to perform, execute and
deliver, but without any obligation to incur any additional liability or expense, on or after the Closing any
furttrer deliveries and asswances as may be reasonably necessary to consurnmate the transactions
contemplated hereby or to filther perfect the conveyance, transfer and assignment of the Property to
Purchaser.
ISTGNATURE PAGE TO FOLLOWI
StorcrHgc Purchrtc rod srlc Agrccmc[t Pagc 20
IN WITNESS WHEREOE ttre prties hqeto have orecuted this furee,mert on the day and year
written below.
sEr.r.nru
PARrtIEnS,L.C.,
liability eompmy
Dabd:
By:
Deao A. Alara,Maoager
CI'S STOIIERII}GE ASSOCIAIE$GOLtr,
aUtah limibd lisbility somPmy
Dded:^),Y aBy:
DsEn A. Alratvl-mager
CII6I STONEnIDGE A{ISOCIATES.IANI', LC,
auth limited liability compary
Date&Y
By:
DGanA Allara, [{usgEr
CX'S ST{)I{ERIIIGE TITILITIDS, IT.c,
a Utah limibd liEbility oompan5r
Dated:
By:
K
DcmA. A[ara, Manager
Sbrcrttr3r hrttrrc od &b APmt P.J.2l
o 0,0-
ESPRIT
company
By:
ChanKarupiatr
Manager
an Idaho limitd liabifity
Storcddgs PErGlrc ud flelcAgrc*rt Pagatl
EXHIBITA
LEGAL DESCRIPTION OF REAL PROPERTY
(Io be added when Title Commibnent is Obtained)
EXIIIBIT B
EQUIPMENT LEASES
(a) VGM L,2 &3
-
$384.84 monthly payments, April through October until 10/2012018
Landscape Equipment
$29E.7 1 monthly payment April through October untiJ W20/2020
Landscape Equipment
$2812.52 monthly paymenq April through Ootober until10120/2020 Golf
Course Equipment
(b) Pitney Bowes
$198.00 quarterly lease payments
Postage Machine
60 Month Term Beginning Aug 2,2017
(c) oKI
$297.00 monthly payment urnrfrl 2l O9l2O2l
Copier
(d) YamahaEquipmentFinance
54,270.12 monthlypayments May through October, until 10/1/2018
Golf carts
Stoncridge Prrcherc rnd Sdc Agrccacrt
Ptgc24
Bureau of Occupatonal Ucense
Departrnent of Salf Governlng Agencler
the pcw runod tm mt lhi Equlramcrt tc lrconaur and lr.'rdfld
Edor thr kE ud n .. ot tp Stltc ot l&ho lo op.,r|e -.(n)
OPERATOR
-Departnent of Self Govemlng Agencles
Tha pffi ormad hr- trrsl lh! ]rquaE,lrorta ta lEan$rru .trd la m[[cd
und.r |tra laE and ruLa oI lh. sLi. ot ld.ho to opuaf. a {nl
w STEWATER TBEITilENT OPERATOR
LA$PXP'PLIGAIION
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Bureau of Occupatlmal Uconsos
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OPERATOR
Butoau of OccuPatlonal Lkenssc
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5t14t2018 IDSOS CERTIFICATE OF EXISTENCE
State of ldaho
CERTIFICATE OF EXISTENCE
OF
J. D. RESORT,INC.
File Number C-102017
I, LAWERENCE DENNEY, Secretary of State of the State of Idaho, hereby certi$ that I am the custodian
of the corporation records of this State.
I FURTT{ER CERTIFY That the records of this office show that the above-named corporation was
incorporated under the laws of Idaho on 51041 1993.
I FURTIIER CERTIFY That the colporation is in goodstanding on the records of this office.
Dated: 5l l4l20l8 12:59 PM
SECRETARY OF STITIE
Authentic Access ldaho Document ( http:/hwvw.accessidaho-oM )
Tag: b5ae5f5ff8d74087bba8ca3 I 90b25ddaf5d5cc99f63f62d0de88b02c34bf5e4f:te9cf5b0l 1 0beafc
Office of the Secretary of State
https:/A,rnvw.accessida ho.org/secure/sos/corp/cert.htmI 111
a
7
,i
Department of State
Sfate of ldaho
CERTIFICATE OF INCORFORATION
OF
I. D. RESORT,INC.
I PETE T. CENARRIJSA, Secrptary of State of the Sate of ldaho, hereby ccrtify that
duplicate originalr of Articlee of Incolporation for the inorporation of the above
named corporaEon, duty dgued pnreuant to the prorriaions of the Idatp Busin€ss
Corporation Act, have been received in this office and are forurd to conform to l,aw.
ACCORDINGLY ad by rdrtue of the authority vegted in me by law, I issue this
Certifieate of Incorporation and attach hereto a dupliate originat of the Articles of
Incorporation.
Dated: lvlay 4,19{3
{DM
SECRETARY OF STATE
w
;E}.iffil'd:,''"ffi;41..
It
I 1
c3lr805A.MMM-F0S0#3
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fu ,t gnfi tts€cirrAry 0F sI, IE
mo slf,r r tmrErm on nrt I
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lr
The underalgrned, belng ov€r the age of elghteen (18) y6ara,
for the purpoae of forolnE a corporatlon under the fdaho BtreLneee
corporatlon Act, hereby sertlfles and adoptr tlre folloulng
Artlcles of Incorporation:
AN,TICLE I.
The nane of thls Corporatlon ghall be rtJ. D. nltOllf, Itrc. r n
and lts exletence shall be perpetual.
ARTICLE II.
rhle corporatlon shall have unllnlted pover to engage ln and
to do any Lawfu1 act concernlng any or all lawful buclness for
which corporatlone nay be lncorporated under the ldaho Buelnesg
corporatlon Act, as amended, under the provlelona of whlch thls
corporatlon ls incorporated.
ABrrqLE rrr.
Shareholderc of thLe Corporatlon ghall not have preemptl.ve
righte to acquLrc addl.tlonal sharea offered for sale by thle
Corporatlon.
ARTICIJ IV.
Sharcholdere of thle Corporatlon Ehall not have cunulatlve
votlng rlghte.
AtrI[ICL8 V.
1. The locatlon and post offlce addrece of the regLetered
office of thlg CorporatLon in thlg state shall bo 6th and Maj.n
Street, Bayvleu, Idaho 83803, ulth the nalllng addreeg of this
Corporatlon belng P.O. Box 77O, Bayvier, Idaho 83803.
2. The roglstcred agent of thlE Corporatl.on at that
addrese ehall be Hane Neubauer.
,- ., ",':#,?1r4'rBc,'..ffi1r'ffiiF::$;ffimFrili ::.I;{:i? jr{t
1 1
.IRTICI,E VI.
nulbor of rhares rhlch thie Corporatlon1.
rhall havr
2. l
illrr
lty to l,rlue le tlfty thoueand (5o,Ooo) shareE.
known ar
aharar are to conrlct of one claae only, to be
rtoaf, and euoh rharee are to have a par value of
0Ol plr rhare.One Dollar (t
3. lhll Corpoaatlon rhall have the rlght to purchase lte
ovn eharcr trot thr unrleervcd and unrestrlctad capltal eurplus
avallable, ar rtll ar fron the unrerarved and unrestricted earned
aurplua avallatsh.
ARTICLE VII.
1. l!lrc nunbu of dlrectors of thle Corporatlon shall be
flxed ln thr Bylaus and nay be changed fron time to tine by
anendlng tho Bylarr.
2. tn coupllance slth the Idaho Businees Corporation Act,
thle Corporatton nay entcr Lnto, contract and otherwise traneact
buslnege ar vendor, purchatar, or otherwLse, with one or nore of
lts dlrectorl, ofllccrer or shareholdere or wlth any corporatlon,
aerocLatLon, fl,rm, or entity tn uhlch one or nore of, then are or
uay becouc lntrrogtsd aa dlrectorr, offlcere, shareholders,
uenbcrg or othenlle.
3. lEhe flrrt dlrector of thle Corporatlon shaLl be one (1)
Ln nunber and hls addrese ls as tollows:
llrle AddreEs
llans Heubauar North 3445 Raven P1aceAthol, Idaho 83801
4. ltre tern of the first dlractor shall be until the first
annual rueetlng of the ehareholders of this corporation and untll
hle euccesaor la elected and guallfled.
5. A dlrestor of thc Corporatlon shall not be personally
Ilable to tlre Corporatlon or itc shareholders for monetary
darnages arlrlng frou any conduct aa a dl.rector. axcept this linl-
tatLon on llabLltty gha1l not apply to (f) acte or omlssionE
lnvolvlng lntentlonal nl.econduct by the dlrector or a knoulng
vlolatlon of law by the dlreetor, (1f) conduct vlolatlng sec-
c3il805A.MMM-RX2AE -2-
;l;-..;:l:}#9i.fr.'i::iriisj;t',,$$.:i';1i;.1ffili.,.,i,-tr
tlon 30-1-{8 of tho Idaho Bualneee Corporetion Aet, or (iii) any
transactlon trOn uhlch thc dlrector wlll pereonally reeeive a
bcnefLt ln uor4y, Irroperty, or sorytceg to whlch the dtrector is
not leEally rntltlrd. Thlg ltnttatton ehall not apply to any acr
or onlsalon oa{urrlng bcfore the cffective date of this para-
graph. If tlto Idaho Buel.neca Corporatlon Act Ls amended to
authorizo oorporetr actl.on furthcr ellninating or llnlting the
pcreonal llcblllty of dlrtctore, tlren the llablIlty of a director
of the CoqroratLon rhall be ellnlnated or linLted to the fullest
extsnt pemlttrd b1r thr fdaho Bull.nrss corporatlon Act, as so
ancndgd. Any rrpoal or nodlflcatl,on of the foregoing paragraph
by the oharrholdtrt of the Cor;rcratLon shal,l not advereely affect
any rlght or protrctlon of a dlrector of the Corporation existlng
at the tl.ue of ruch repeal or nodlfl.cation.
5. lfhe Corporatlon has the power to indennlfy, and to
purchaae and trlntaln ineurance for, lts dlrectors, offl.cers,
trusteas, cnployeat, and other pcrsong and agente. Without
Ilnlting tho gencrallty ol tha foregoing, the Corporation shall
lndennlfy ltr dlrectora agalnet all 11ab111ty, damages, and costs
or expenees (lnsludlng attornayrc feee) arleing from or in con-
nactlon wlth rrrvl.ce f,or, enplolmcnt by, or other affiliation
wlth thie @rporatl.on to the uraxluun extent and under all cir-
cunetancea prrultted by Iaw.
ARrrcLE VIII.
The naue and addreer of the lncorporator is aE follows:
UfCHAEIT U. UreAARDLuktns & Annlr, P.8.1600 lfashlngrtgn Trust Flnanclal Center7L7 H. Spraguo AvenueSpofane, tlaehLngrton 99204
fN I{fTNES8 II}IEREOF, the lncorporator hereinabove named has
cxacut€d thcra Articles of fncor;roratl.on thls f sldday of
APRTI ,1993.
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l1&-lir{i i' Dl,!:' li: ; m];ffi:,.tr$#1i.rr.JiitflSffi-r4$#ffiffi*,ijlffi- .lqii:: ,.,,,;.:,:.T . -
Page 1
IDAHO PUBLIG UTILITIES COililISSIONApproved EtrectlvpFeb.23,2015 Nov.l,20lll
Per O.N,30342
Jean D. Jeuvell Secrstary
Tariff No, 2
(Approval Stamp)
Name of Utility
CDS STONERIDGD UTILITIES, I,LC
AIIL WATER CUSEOMERS
Meter Size
(Lnchee)
.50
.00
.50
.00
.00
.00
Minirnum
MonthJ.y
CuEtomer
Charge
Corunodity
Charge
io .79/L,000
ia .19/L, OoO
$o.79/1.,ooo
io.19/L,000
io .79/1,, OOO
$o.79/L,000
io.79/L, OoO
#o.79/L,000
Reoonneotion
Clrarge For
Disconnection
Over 30-Days
$6s. oo
$1X6. oo
$250.00
i462 , OO
#722.0a
$1, 040 . oo
s1, 849 . 00
$4, 160 . 00
.75
.00
0
1
1
2
2
3
4
6
$24.00
$42.67
$ 95. oo
$1?0. 67
i266 .67
$384.00
#682 .67
$1,536.00
g-
ct.
cr.
g-
g.
g.
(r.
g.
*trhe GoIf Course,s commodity charg'a ie $0 -"1L/L1000 galJ.ons,
refJ.esting a 108 diecount because of ite interruptible, off-
peals usage oapabi1ities.
HAPPY VAI,LEY RANCIIOS T,ilATER CUS|IOMERS
Customers served by that portion of the system reoeiving'
water from the StoneRidge Booster etation shall pay anadditionaL suroharge of $14.03 per month
Effective Novernber LIPUC No,30342 20t4
Iesued by
By
Dean Allara
Title CEO
a
TariffNo. 2 ?age2
NON -RECURBING CHARGF"S
Re-ConneetFees:
Disconnected for 30 days or less:
Dtrring Office Hours
After Office Hours
Re-Connecf X'eesl
Disconnocted for3l days or more!
Meter Sizer
0.7s
1.00
1.50
2.00
2,50
3.00
4.00
6.00
Ifookup Charge:
A nonqefundable hook-up fee of $1,200.00 for each
nerv water service connection
TPUC No.30342
IDAHO PUBLIG UTILITIES GOMMISSIONApproved Effec'tiveFeb.23,2015 Nov. 1,2014
PerO.N.30342
Jean D. Jewell Secnetary
(Appruval Stamp)
$ 18,50
$ 33.50
$65.00
sll6.00
$260.00
$462.00
$722.AA
$1,040.00
$1,849.00
$4r60.00
$1200.00
Effective November
lssued by Dean AIIam
NameofUtility
cDs SToNERIDGE UTTLITTES, LI,c
Title CEO
20L4
By
Tarlff No. 2 Page 3 IDAHO PUBUC UTIUTIES
ApprovedFeb.23,2015 Nov.1,
PerO.N.30342
Jean D. Jewell Secretary
st
Name of Utility
CI}S STONERIDGE UTILITIES, LLC
1. GENERAI.
GENERAL RUEES E REGUIJATXONS
FOR S!dATI, WAtrEB UTII.ItrIES
1.f The Customer, in reeelvlng' r,rater servlce, and the
Company, in providing lrater service, both agree to
abide by these Rules and ReguJ-ations.
In the event that there .is a conflict betvreen the
Companyts Rules and Regulations and the Rules and
Regulatione Governing Customer Relations of Gas,Elect,rlc, and Water Publlc Utilities under the,furlsdiction of the Idaho Publlc Utllities
Comml-ssion, the Rules and Regulations of the
Commission sha1l take precedence unless an exceptlon
has been granted.
L.2
1.3 Any additions, deletions or modifications to these
General Rules and Regulations are to be made in the
"Special Provislons" section attached as Attaehment1. Any such changes are subject to approval by the
Cornmission prior to becoming effecti.ve.
.4 Ownership of system, af1 water mains, valvesflttings, hydrants and other appurtenances, except
"Customer Servlce lrines", as defj-ned shall be theproperty of CDS StoneRidge Utility herein refemed to
as the $Company".
5 The Company shal-l- not be liable for damagerasulting from the intemuptl-on in service or fromthe lack of servlce. Temporary suspensj-on of service
By the Company for improvements and repaS-rswill be necessaly occasionally, whenever possible,
and when time permits. AI1 customera affected will
be notified prior to shut dorvns.
L
L
Effective Novernber 1, 2OL4IPUC No.30342
Dean Allara
Title CEO
fssued by
By
Tariff No. 2
IDAHO PUBUC UTILITIES
ApprovedPage 4 Feb.23,20{5 Nov. {,
PerO.N.303{2
Jean D. JewellSecrctary
Name of Utility
CDS STONERIDGE UTILTTIES, tLC
2.DEE'TNIIIIONS2.L 8i111n9 Perlpd - the
2.2
2.4
2,4
period of time betrveen bllls
from the Company for normal services rendered'
Commission - fdaho Public Utillties Comnission.
2,3 Commodity Charge - recurri ng charge based only onthe quantlty of water used.
Company - Water Company
.L Connection or HooklUp Eee - One tLrne connection to
2,9
the utility's supply Ij-ne consisting of a meter setulth a water meter and an isolation valve on the
customer's slde of the meter.
Sald meter and valve and the operation of such are
the responsj-bility of the utllity company.
2.5 Contribution J-n ALd of Con - non-recurrl-ng
charge a Customer or to help defray
2.6
the cost of system expansion.
Cugpomer - a person, business or .government agiency
responsible for paylng btlLs and complying wl-th therules and regulatlons of the compErny.
2.7 Customer Chqrgq - mlnimum recurring charge that does
not incLude any water.
2.8 Fixed Rate - a recurring charge of a fixed amount,usually in an unmetered system.
Franchise Tax - tax lmposed on a Company by asoverfiffitai-entity for the prtvllegL oh Aoing
buslness ruithin l-ts boundarl-es.
Effectlve November 1, 2OL4IPUC No.30342
Dean Allara
Title cEo
Issued by
By
(Approval Stamp
]DAHO PUBLIC UTILITIES
ApprovedTariff No. 2 Page 5 Feb.23,2015 Nov. 1,
Per O.N. 30342
Jean D. Jewell Secretary
Name of Utility
CDS STONERIDGE UTILITIES, LLC
2.LL
2.'J.2
2,1,3
Premlses - a Customer's property includlng out
5ilId-ings r.rhich are norfilally located on one 1ot orparcel of ground,
Rate Structure - a schedule of alJ. recuming and
2.LO Non-recury1qg__qbqlqgg - charges that are not assessed
each billing period.
QuatitJ - the Company rvil-l exercise reasonabledlllgence to supp1y safe and potable rvater at al-I
times.
non-reeurring charges of the company.
2,L4 Reconnection Eee -charge paid by a Custorner to the
Company to restore service after its disconnection.
2.LS Recumi Cha - charges that are assessed each
pex
2.LG Services Classification - The service classificatLon
shall be ResidentLal, Condominium/Tovnhome,
Commercial, Golf and Resort.
(AlBesidential - Resldential services shall consist ofall services for domestlc purposes, slngle familyresidential uses. Each dr+e1ling unit shall be on anindividual lot, have a water meter and be blIled as
one residential customer per the tariff amount forresidential customer. This classiflcatlon ls
associated with lots that are platted for single
ounership and reeeive an j.ndlvLdual monthly statement.
Under new eonstruction these services are run thru a %
i-hch rvater meter to allol for domestic water and
averagie yard lrrj.gation. There are some servj.ceslnstalLed prior to 200L wherein meters larger than %inch were installed but have allays been billed as aresidential service,
IPUC No.30342 Effective Novernber 1, 2OL4
Dean Allara
Tltle CEO
Issued by
By
(1
IDATIO PUBLIC UNLTTES
ApprovedTariff No. 2 Page 6 Feb.23,2015 Nov. l,
PerO.N.30342
Jean D. Jewell Secretary
Name of Utility
CDS STONERIDGE UTILITIES, LLC
(B) Condominium/Townhome/Motor Coach/Timeshare -Condomini um/Townhome /Motor Co ach /Eime s ha re servicesshall consist of all services for domestic purposes,
single family resLdentj.al uses. Each drvelllng unitwithin a condominium, townhone, timeshare or motor
coach site shall have an lndividual water meter or
master meter and be billed ae one residential
customer per the tariff amount astablished forresldential customers. fhis classification isassociated r*ith lots or units under sl-ngJ"e ownershipbut managed by an associatlon. One monthly
statement reflecting the capacity of the connectionto serve the customer based on meter slze w111 besent to the respectlve assoclatlon. Servlcesserving these are run thru meters that vary from 2inch in the VineYard Townhomes to 6-Lnch meters in
the Motor Coach Vi^llage. Meters are sized dependlng
on the number of lots or unlts, amount of commonarea to be served and./or type of fire flows that arebeing served.
Currently we have the Eairlay Meadows Condominiums(3/4 inch meters for lndivl-duaI units and 1-U2 lnch
meters per A-untt buildings)receives and pays themonthly etatement rvhlch reflects the base fees for all
meters plus consumptl-on which incLudes cornmon areas
{yard j-migatlon). The Vineyard Torvnhomes (3/4 inch
meters per unit) receives and pays the monthlystaternent which reflects the base fees for 24 unitsplus consumption rvhich includes common areas (yardimigation). The Motor Coach VlJ.lage(one common 6-inch meter) receives and pays the monthly staternentwhich reflects the capacity of the connection toserve the customer based on meter size plus
consumption whlch includes common areas (yardirrigation. )
Effectlve November 1, 20tqIPUC No.30342
Dean Allara
TitIe CEO
fssued by
By
(Approva
Page 7
1
IDAHO PUBLIG UTILITIES
ApprovedTarl-ff No. 2
Issued by Dean All-ara
Feb.23,2015 Nov. l,
PerO.N.30342
Jean D. Jeuuell Secretary
St
Name of Utifity
cDs sTonmRrDGE UTILITIES, LLC
The Timeshare Resort currently recelves and pays the
monthly statement r+hlch reflects the base fees for 6
meters serving 5 buildlngs {L-t/Z-tnch meters feed
each building) and an irrlgation system. Three ofthese bulldings have residentiaL living units. The
4En building has residential living unlts ptus allthe offices, housekeeping and maintenance. The 5thbuilding has recreatj,onal- facilities (includingpool), Iaundry facilities and restaurant. They also
have a 2-inch meter that provldes for irrigatl-on of
a park and restroom facllit,ies.
(C) Commercial - Commerciat services shall consistof those servlces where rvater is used for commerciafservices such ag businesses, restaurants,recreational faci1ltJ,es, elther stand alone orassociated wlth condominlum, townhome, motor coachor timeshare developments. Golf shopsi day care,schools, recreational vehlcLe sites or other usesnot assocl-ated with uses defined herein. Each useshall have a water meter slzed for the anticipated
use and be biIled as a comnercial customer per thetariff. The fixed tarlff amount associated wlth
commerclal servlces shall be determined based on thecapaclty of the connection to serve the customer
based on meter sLze. This classlfj-cation is
assocj.ated rcith speclfi.c commercial uses such asGoIf Pro Shop,/Gri11 Restaurant, Event Center,
Recreatlon Center or other uses not hereLnclassLfied and receives an individual monthl-y
statement.
(D) Irrigatl-on - frrigatlon services shall consistof those services where vater ls used for goJ.f
course maintenance, Golf course play, parks, cornmon
areas or any other uses associated with outsidefacil-ities not directly related to a
Effective November 1, 2ALAIPUC No.34342
By Title CEO
IDAHO PUBLIC UTILITIES
ApprovedTariff No. 2 Page I Feb.23,2015 Nov.1,
PerO.N.3{1342
Jean D. Jewell Sacretary
Name of Utlllty
cDs SToNDRIDGD UTILITTES, LLC
resl-dential service. Water shall be suppl"ied on adaily basis wlth no firm comml-tment for dell"very at agiven time. Water shall be rnade aualIable on as
avaiLabJ.e basl-s. Each use shall have a water metersized for the anticipated use and be billed as anirrigation customer per the tarLff. ThisclassLfication is currently associated rvith the golf
course (6-inch meLer feeds the golf courae sLoragepond) and receives an lndividual monthly statement,
The imigation service is the only service on thewater systern that acts as a reserve, ff there ls an
emergency rvherein additional rsater is needed the golf
servlce can be dlscontlnued and not impact golfoperatj-ons. No other service on the water system can
be dLscontinued rcithout impactlng their operations.
(E) Standby Fi-re - Standby fire service shall consistof those services where water ls availab]-e or usedfor fire protection only. Currently there are no
standby fire services.
(F) Special Contracts - lilhen the applicant, s
requi-rements for water are unusual or Iarge, such asan lndependent rvater system, or necessltate
conslderable speclal or reserve equipment orcapacity, the company reserves the right to make aspecial- contract, the provS-sJ-ons of whlch aredifferent from, and have exceptions to, the regularlypublished water rates and rules. This speclalcontract shall be in r,rltlng, signed by the appllcantand approved by the Company and the IPUC,
(G) Resale of water - Resale of water shall bepermitted only under special contract, in wrl_tlng,betleen the Company and the persons, parties orcorporatlons sel-l-lng the sater.
Effective November L, 20L4IPUC No.30342
Dean A11ara
Title CEO
Issued by
By
(Approva
IDAHO PUBLIC UTIUTIES
ApprovedTariff No. 2 Page 9 Feb.23,2015 Nov. 1,
Per O.N.30342
Jean D. JewellSecrctary
St
Name of Utility
CDS STONERIDGE UTILITIES, LLC
2.t7
2.LB
(H) Service Preference - In case of shortage ofsupply, Company reserves the right to give
preference in the matter of furnishing services to:
flrst, residentlal customera and second, interests ofthe Company from the standLng of pubIIc
conveniencea or necessity.
Supplv - The Company niLl- exerclse reasonabledillgence and care to dell-ver a continuous andsufficient supply of r.rater to the customer at a
reasonable pressure and to avoid, so far as
reasonabLy possible, and any shortage orinterruption ln delivery.
Tariff - Rate schedules and Rules and Regulatlonsffiffi-gouern the company' s servlce.
Irrigqtion Charges - Irigation servlces may be
discontinued, disconnected or regulated by theutility company if determlned necessary for theutiJ-ity company to insure rvater availability for theresidential, timeshare and commerelal usere.
3.SERVTCE FOR NEIW CUSIIOMERS
3 1 The Company shall furnish service to applicants withinits service area under the Jurisdiction of the IdahoPubIlc Utillties Commission in accordance rvith rates
and Rules and Regulatlons approved by the Commlssion.
IPUC No.30342 Effective November 1, 2AL4
Dean AlLara
Tirle CEO
Issued by
By
(Approva
Tariff No. 2
fssued by Dean A1lara
IDAHO PUBLIG UTILITIES COM
ApprovedPage 10 Feb.23,2015 Nov.1,
Per O.N. 30342
Jean D. Jewell Secretary
s
Name of Utility
cDs ST0NERIDGE UTILITmS, LLC
3,2 AppLlcants for water servLce SHAIL be required tosign a standard form ot serviEE$plicat{on that has
been reviewed and approved by the CommLssion.
3.3 Company shall not be obligated to provide servlce at a
service location until any required deposit or
guaxantee of payment has been recelved by the Companyin accordance r+ith the lrRules and Regulations
Governing Customer Relations of lrlater Publj-c UtiJ.ities
under the 'Jurisdiction of the ldaho Publlc UtilLties
Comrnission" attached and referred to herein as UtilityCustomer Relatl-ons Rules (UCRR) .
3,4 Special contracta may be required where largeinvestments ln specLal facllj-tj-es are necessary toprovlde the requested service. Ihe Company mayrequire contribution toward such investrnent andestablish such nr-inimum charges as are deemednecessary. A11 such contracts are subject to theapproval of the Cornmission.
.5 The Company reserves the right to place limitatlons onthe amount and character of water service it willsupply and to refuse service to ner+ Customers 1f, inits opinion:
(a) The Company ls regulred to refuse or llmltservice by regulatory authoritles havingjurisdlctl"on over the Corirpany.
(b) The reguested service installation is of largerslze than ls necessary to properly serve theprem{ses.
(c) The permanency of the building, structure, orinstj-tution requested to be served ls such thatthe Companyre lnvestment in such servl-ce isjeopardlzed.
3
Effective November L, 2AL4IPUC No.30342
By Tltle CEO
(Approva
Tariff No. 2
1
IDA}IO PUBLIC UTILITIES
hpprovedPage 11 Feb.23,2015 Nov.1,
Per O.N.3{Xt42
Jean D. Jewsll Secretary
Name of Utility
CDS STONERIDGE UTILITIES, LLC
4
(d) The depth of the Customer's service line is less
than the minimum depth required for frostprotection.
(e) The Customerrs proposed servlce, main or other
appurtenance does not conform to good engineeringdesign or meet the standard specifications of the
Company.
(f) The Customer refuses to agree to abide by the Rules
and Regnrl-ations of the Company.
3.6 If the Company dentes servlce to a potential
Customer for any reason, it will immediatelyprovide the applicant with a written explanatl-onof its decision in accordance with UCRR.
DEFOSITS
4.L Rules and Regulatlons regardlng deposlts to guarantee
payment of bills can be found in Rules 101-L09 UCRR.
RATES
5.1 Rates charged for water servlce and supply shall be
those published in the Companyrs tariff and approvedby the Idaho Publlc Utilltles Commlssion.
BIIJT"ING AND PAT!'ENE
6. 1_A11 Customers wiLl be billed on a re(Iu1ar basis asidentified on the applicable rate schedul-e.
5
6
Effective November 1, 2AL4rPUC No.34342
Dean Al1ara
Tltle cEo
Issued by
By
(Approva
Tariff No. 2 Page 12
IDAHO PUBLIC UTILITIES COMMISSION
ApprovedFeb.23,2015 Nov. ,l,
Per O.N.311342
Jean D. Jewell Secrctary
S
Narne of Utility
cDs SToNERIDGE rmLrTrES, LLC
6.2
6.3
6.4
6.5
If the system is metered, the Company shal1 try to
read the meters prior to each billing unlessspecified differently on the appllcable rate
schedule, or rveather related, emergency issues takeprecedence, If the Companyts meter reader is unableto gain access to the premises to read the meter, or
1n the event the meter fail-s to register, the Company
may estimate the Customerrs water consumption for the
curuent bJ"Iltng period based on known consumption for
a prior similar period or average of several perlods.
Subseguent readings rvi1l automatical-Iy adjust for
differences between estimated and actual. Estimatedbil"ls shalL carry appropriate notice to that effect.
AIl blLls shall clearly indlcate the balance due andshall be due and payable no less than 15 days afterthe date rendered. A11 bi11s not paid by due dateshall be considered delinguent and service may be
disconnected subJect to the provislons of UCRR.
The minlmum bill or customer charg'e, pro-rated forthe days of service actually provlded, shall apply
when service Ls provided for l-ess than one month.
Owners of premises rvith one or more condomlnlums,buildings, stores, apartments or any other divisionsof like or simllar character, all of rvhlch are servedfrom one (1) service connection are responsible forthe entire water charges, ff the owner desires to
cease being responsj-ble for water blIIs for such
places and d.esLres that the occupant of each divisionsha-l-l be responsl-ble for her or her respectLve bil1,
such transfer of responsJ-bility wil-l not be aeceptedor recognized by the Company untll the plumbing
Effective November L, zAMIPUC No.30342
Dean Allara
Tlt1e CEO
Issued by
By
(Approva
Tariff No. 2 Page 13
IDAHO PUBLIG UTILITIES
Approved
I
Feb.23,2015 Nov.1,
Per O.N. 30342
Jean D. Jewell Seclutary
)
Name of Utllity
cDs SToNERIIIGE UTITITIDS, LLC
arrangements of the building or premises are so
changed by the owner or his or her agent as to permit
the Company. to its satisfaction, to serve eachdivision or occupant separately from the other
occupants in the sarne building.
Accounts rvill be continued and water bi1ls renderedregularly until the Company has been duly notified todiscontinue servlce.
7
6.6
METERING
7,1
7.2
7.3
Meters r.rill be installed by the Company near the
Customer's property llne or at any other reasonablelocation on the Custornerts premS.ses that is mutually
agreed upon.
the Company's representative shall be given access tothe Customerts premises at all reasonable hours forthe purpose of obtaining meter readings, makingrepairs or rvinterizing-
The Company ls responsible for the maJ,ntenance of itsmetering equipment, Meters are considered to besufficiently accurate if tests indieate that meteraccuracy is rvj.thin +/- 2 percent. When for anyreason a meter fails to register within these llmltsof accuracy, the Customerrs use of wat,er will beestlmated on the basis of avaj-lable data and charges
r.rl-11 be adjusted accordingly. Corrected bills wl1Lthen be sent out to the customer and addltionalpayment or refund arrangements made in accordancervlth UCRR,
Effective November L, 2ALAIPUC No.30342
Dean Allara
Tltle CEO
Issued by
By
(Approva
Tariff No. 2 Page 14
IDAHO PUBLIC UTILIIIES COMMISSION
ApprovedFeb.23,2015 Nov. 1,
Per O.N. 30342
Jean D. Jewell Secretary
s
Name of Utlttty
CDS STONERIDGE UTILITIES, LLC
7,4
7.5
7.6
7.7
The Company reserves the right to test and/or replace
any meter. The Company w111 test the Customerrsmeter. If the test indicates that the meterover-registers by more than 2 percent, lt wlIl bereplaced r+lth an accurate meter at no cost to the
Customer.
At the Company's dlscretion, unmetered Customers may
be converted to metered service if such transitionoccurs in a planned, systematlc manner rvithout
unreasonable dlscriminations and lf the Company has
an approved metered rate.
The Cornpany shall have the right to set meters orother devices rvithout notice to the Customer for thedetection and prevention of fraud or water leakage.
In any bul-lding r*here the meter is to be installed inthe basement, the lncoming r+ater pLpe must enter the
basement at least sixteen (16) inches from the ri-serin order that a meter can be set in a horizontalposition In the basement, A1l pipes to thedlfferent parts of the buildlng or grounds must J.eadfrom the rLser at least one (1) foot above the elbon.
Effective November L, 2Ol4rPUC No.30342
Dean Allara
Tltle CEO
Issued by
BY
Tariff No. 2
IDAHO PUBLIC UTILITIES
ApprovedPage 15 Feb.23,2015 Nov. l,
Per O.N.30342
Jean D. Jemll Secretary
Name of Utillty
CDS STONERIDGE UTILITIIS, LLC
I CUStrO!@R PIT'MBING AI{D APPIIIA}ICES8.1 AI1 pJ-urnbing, pJ-plng, flxtures
Customer's side of the serviceinstalled and maintained underat the expense of the Customer
premises.
and appJ-lances on the
connection shall bethe responslbltlty and
or oltner. of the
8,2
8.3
8.4
The plurnbing, pj-ping, fixtures and appliancee shal-I
be maintained in conformi-ty with alL munlcipal, state
and federal requirements. The nature and conditionof this plumbing, piping and equipment shall be such
as not to endanger life or property, l-nterfere rvith
service to other Customers or permit those with
metered services to divert system water without meterregistration.
A stop-and-waste valve must be lnetaI-led by Customer
on the customer's side of the meter place always
accessible and so located as to permit shutting offthe ruater by the customer for the entLre premises
r{ith the least posslbJ-e de}ay. A stop-and-Iockvalve r.lil-I be l-nstal-Ied on the comparryt s side of thervater meter as part of the water meter lnstallatlon.
Shutting off said valve or water meter is prohJ-bited
by anyone other than an authorized agent of theUt,ility Company.
All persons havlng boilers, water tanks or other
eguipment supplied by direct pressure from the
Companyrs mains shouLd insta]l a pressure reliefvaIve, or other devlce to serve the same purpose, soas to prevent excess preasure from forcing hot rvaterand/or steam back into the water meter and mains ofthe Cornpany. A11 damage to the Companyts propertyresulting from failure to properly equl-p Customerplumblng rvith a relief valve shaLl be billed to the
Customer.
EffectLve November 1, 20LLIPUC No.30342
Dean Allara
Title CEO
Iseued by
By
(Approval StamF
IDAHO PUBLIC UNLITES
ApprovedTariff No. 2 Page L6 Fab,23,2075 Nov. l,
Per O.N.30342
Jean D. Jewell Secretary
1St
Name of Utility
CDS STONERIDGE UTILITIES, LLC
I
8.5 The Company is not obllgated Eo perform any service
r,rhatever in locati-ng leaks or other trouble with the
customer's piping,
8.6 No other rvater supply of any source shall be
connected to the customer's system. The company mayrequlre an approved backflow device be installed atthe serrrice connection or another location to prevent
contamination of the company's water suppl-y, if
determl-ned necessary by the Company. The cost ofinstalLation and maintenance of a backflow device
shalJ- be the responsJ-bility of the customer.
8.7 Property or.rners rvill not be allowed to connect thewater service of different properties togiether.
8.8 All of the Customex's service plpes and fixturea mustbe kept in repair and protected from freezlng at hisor her expenae, 9lhen there are leaking or defectivepipes or fl-xtures, the water may be turned off at theoption of the Company until the proper repairs are
made.
TNSTAI,I,ATION OF SERV]CE CONNECTIONS
9.L The service connection ls the property of the Companyand as such, the Company is responsibl-e for itsineLallation and maintenance. It consists of plping,curbstop and valve or meter box and a meter, If the
system is metered. The service conneetion transmitswater from the Companyrs water maln to a valve or
meter box ge4erally located near the Customerrsproperty 1ine. All. plping, valves or appll-ances
beyond this point are the property and responsibilityof the Customer.
EffectJ-ve November 1, 201,4IPUC No.30342
Dean AlLara
Tltle CEO
fssued by
By
(Approva
1
Tariff No. 2 Page 17
IDAHO PUBLIG UTILITIES COMMISSION
ApprovedFeb.23,2015 Nov.1,
PerO.N.30342
Jean D. Jewell Secretary
Narne of Utility
CDS STONDRIDGE UTILITIES, LLC
9.2
9.3
9.4
The Company reserves the right to designate the sizeand location of the service line, curbstop, meter (if
applicable) and meter or valve box and the amount of
space which must be left unobstructed for theinstallation and future maintenance and operationthereof.
AIl costs for installatlon of servi.ce connectlonsrvil.l be paid prior to installatlon. Fees and
completed appllcatlons shaIl be submitted to theUtility Company a minJ.mum of 3O-days prior to the
reguested j.nstallatj-on. At the Company's option it
may elect to accept other payment arrangements. Feos
and applj-catl-ons must be accompanied by an approvedbuilding locatlon or buildlng permit issued by Bonner
County,
?he extra sosts of any out-of-the-ordj-nary
circumstances requi.rj.ng addltional equlpment orspecial construction techni-ques lnvolved in theinstal-lation of a service connection ruill be agreedto ln advance by the Customer and the Company, Thecost for any additional services, lrork or parts
except those aesocLated with the lnstallatl-on of a
stop-and-waste valve and 9a .lnch rvater meter shall- bethe responsibllity of the customer.
Effective November 1, 20L4IPUC No.3A342
Dean Allara
Title CEO
Issued by
By
(Approva
Tariff No. 2 Page 18 IBAHO PUBLTC UTILITIES
ApprovedFeb.23,2015 Nov. l,
Per O.N.30342
Jean D. Jewell Secretary
s
Name of Utility
CDS STOMRIDGE UTILITIES, LLC
10.REIPLACE!4ENT OR ENITARGEIdENI OE SERVXCE CONNECEION
1-0.L Unless otherwise provided hereln, the Company shallreplace or enLarge servj"ce connectlons at its own
expense, ae follols:
(a) tlhenever it is necessary to change the locationof any service connection due to relocation or
abandonment of the Companyrs maj.nsi and
(b) For commercial or induslrial servj-ces where the
type or volume of use has changed and the
enlargement nill result in sufflcient increasein annual revenue to justify the enlargement.
LA.2 The relocation, enlargement or reduction of service
connections for the convenience of the Customer will
be at the expense of the Customer, Prior to suchrelocation, enlargement or reduction, the CustomersiII deposit the eetimated cost thereof r.ij-th the
Company. Withln fifteen (15) daye a refund will be
made to the Customer ln the amount by which theestimated eost exceeds the actual cost. The amountby which the actual cost exceede the estimated costehall be due and payable wlthin fifteen (15) daysafter billing for such deficiency.
1-0. 3 EnJ-argement of any service connection will be madeonly after such time as the Customerrs plumbinginside his or her premises shall have been enlargedsufficj.ently to accommodate the additional capacity.
EffectiveIPUC No,34342
Dean Allara
Title cEo
fssued by
By
I (Appror
Tariff No. 2
IDAHO PUBLIC UNLITIES GOM
ApprovedPage L9 Feb.23,2O15 Nov.1,
PerO.N.303f2
Jean D. Jswell Secretary
aI St
Narne of UtilitY
CDS STONERIDGD UTILITIIS, LLC
II.DISCONNESTION AIID RECONNEICTION OT SERVICE
L1. L V{hen a Customer desires to discontinue servlce he
shall give notice to the Company at least trvo l2')days in advance and shall be responsj-ble for all
rvater consumed for the trso (2) days after the date of
such notlce.
1-l.2 The Company may dj-scontinue a Customer's servlce on
an lnvoluntary basis only in accordance with UCRR.
LL. 3 When it becomes necessary for the Company toinvoluntarily discontinue water service to a
Customer, service w111 be reconnected only after al1bills for service then due have been pald or
satlsfactory payment arrangements have been made.
tt,4 A reconnectlon fee wj.lL be charged each time a
Customer j.s disconnected. either voluntarily orlnvoluntarlly, and reconnected at the same prernises.
The reconnection fee shall be paid before service isrestored. Reconnection fees r*ill not be charged for
any sltuation or circumstance ln which the Customeris
water supply is disconnected by the Company for its
convenience.
11. 5 The Company reaerves the right at any time, uponnotice. to shut off the leater for maintenance,
expansion or change of customer location, orvnership
and, in emergrencies, may do so wlthout notice. The
Company shalL at all tirnes use reasonable dillgence
and care to prevent j-ntemuption of saj-d rvaterservice.
11 .6 Except, in the case of an emergency, no one, except anauthorized Company representatl-ve, is allorved toturn-on ox turn-off the nater on the Companyrs sideof the service connection.
IPUC No.30342 EffectLve
Dean Al1ara
TltIe CEo
lssued by
By
IDAHO PUBLIC UTILITIES
Approved
Tariff No. 2 Page 2A Feb.23,2015 Nov, ,l,
Per O.N. 30342
Jean D. Jewell Secretary
roval St
Name of Utility
CDS STONERIDGE UTILITIES, LLC
L2 EXTENSION OF I{AITER MAINS
12.L The extension of system water maj-ns for the purposeof providing nelr service shall be done on a tj-me andmaterial basis.
13.MISCEI,I,A}IEOUS
13.L No Customer shall permit any person from another
premises to take water from his or her water servlceat any tlme.
L3.2 No person acting either on his or her orrn behalf or
an agent of any person, firm, corporation ormuniclpality, not authorlzed by the Company, shalltake any water from any fire hydrant on the Company's
system except in the case of an emergency or unless
authorj-zed by the Colnpany.
13. s No person shall place upon or about any hydrant,gate. box, meter, meter box or other property of the
Company, any building materla] or other substance soas to prevent free access at alJ- tlmes to the same.
L3.4 Service ruill be maintained to domestic Customers on apreferential basls. Dellvery of roater under all
schedules may be restricted, interrupted or curtalledat the discretion of the Company in case of shortageor threatened shortage of rvater or as requested byoutside Agencies,
13. 5 No rate contract or application is assi_gnable fromone user to another, exeept upon agreement of a1Iparties concerned and a reconnect fee paid in fuI1.
IPUC No.30342 Effective
Dean Allara
Title CEO
Issued by
By
IDAHO PUBLIC UTILITIES
ApprovedTariff No. 2 Page 21 Feb.23,2015 Nov.1,
Per O.N. 30342
Jean D, Jewell Secretary
Name of Utility
cDs SToNERTDGE UTILTHES, LLC
13. 6
L3.7
13. 8
13. 9
13. r"0
The representative of the Cornpany shal1 be glven
access to the premj-ses of the Customer at aI]reasonable hours for obtainlng meter readings, forturning on or shutting off lhe flor+ of rvater, forinspecting, removj-ng, repairing or protectingi from
abuse or fraud any of the property of the Companylnstalled on the premises. Access sha1J- be grantedat all times for emergency purpoees.
No one, except an authorj-zed agent of the Company,shall tamper wlth, interfere with, make repairs,
connectiona or replacements of or to any of the
Companyrs property including performingt a
disconnection and/or reconnection.
Whenever an applicant desires service of a characterfor ryhich there is no available servleeclassification, a contract rBay be executed in J-ieu ofa tarlff. Any such contract ls subJect to theapproval of the fdaho Public Utilities Conml-ssion.
The Customer is heJ.d responslble for any vlolatlon ofthese Rules and Regulations even though the breach is
committed by someone employed either direetly, orl-ndlrectly, by the customer.
Copies of the Companyrs rates and rules summary ofregulations r+111 be available at utllityts office,
w111 be provided to customers upon commencement ofservice, and, wiII be provlded to customers annuallyin accordance with Utility Customer Relatione Rules
(UCRR) and Utillty Customer Informatj.on Rules (UCIR).
rPOC No.30342 EffectLve
Dean Allara
Tit1e CEO
Iosued by
By
(Approva
+
IDAHO PUBUC UTILITIES
ApprovedTariff No. 2 Page 22 Feb.23,2015 Nov.1,
PerO.N.303[2
Jean D. Jewsll Secretary
1S
Name of Utllity
CDS STONERIDGE UTILITIES, LLC
13. L3.Where a Homeowner's Associatlon is put in place togovern the operatlons of a multiple number of unlts
and the Homeor,lner's Assoclations choose to eollectdues to pay for utilities, the Util-ity Company maysubmlt one billing to the Association rshieh shaLlinclude customer charges equlvalent to the number ofunits withln the Associatlon and commodity charge
equivalent to the number of units within theassociation plus any commodity eharge that may be
asgessed to cover common area water usagea.
IPUC No.30342 Effectlve
Dean Allara
Title CEO
Issued by
By
I
(Approva