20040809Application.pdf

ORIGINAL
Dean J. Miller (ISB No. 1968)
McDevitt & Miller LLP
420 West Bannock Street
O. Box2564-83701
Boise, Idaho 83702
Tel: [phone];
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IN THE MATTER OF THE APPLICATION
OF UNITED WATER IDAHO INC., FOR AN
AMENDMENT TO ITS CER TIFI C ATE OF
PUBLIC CONVENIENCE AND NECESSITY
NO. 142 AND FOR AN ACCOUNTING ORDER.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
Case No. UWI - W -04-
(j
APPLICATION AND REQUEST
FOR MODIFIED PROCEDURE
COMES NOW United Water Idaho Inc.
, ("
United"
, "
the Company ) pursuant to Idaho
Code Section 61-526 and IPUCRP 112 and 201 in support of this Application respectfully shows
as follows to wit:
Applicant is a public utility water corporation within the meaning of the Idaho Public
Utility Law, is duly organized and existing under the laws of the State of Idaho and engaged in
conducting a general water business in and about Boise City, Ada County, Idaho and in Canyon
County, having its principal office and place of business at 8248 West Victory Road
O. Box 190420 , Boise, Idaho 83719-0420.
II.
Communications in reference to this application should be addressed to:
Gregory P. Wyatt
UNITED WATER IDAHO INC.
O. Box 190420
Boise, Idaho 83719-0420
208/362- 7325
208/362- 7069 (fax)
Dean J. Miller, Esq.
McDEVITT & MILLER LLP
420 West Bannock Street
O. Box 2564-83701
Boise, Idaho 83702
208/343- 7500
208/336-6912 (fax)
APPLICATION AND REQUEST FOR MODIFIED PROCEUDRE-
III.
A certified copy of Applicant's Articles of Incorporation , together with all amendments
to date, is on file with the Commission.
IV.
For over 100 years, Applicant, together with its predecessors in interest, has owned and
operated and now owns and operates an extensive and integrated water system in Boise City,
Idaho, and in certain territory within Ada County in the vicinity of, but outside the present
corporate limits of said Boise City, and renders general water service within such territory and
to the inhabitants thereof. Applicant also provides service to isolated subdivisions in Canyon
County, Idaho.
In Order No. 27976, dated March 29 1999, the Commission approved an expansion of
United's Certificate of Public Convenience and Necessity to provide service to the Carriage Hill
subdivision ("Carriage Hill") in Canyon County, Idaho , near the City ofNampa ("Nampa
).
The
expansion was pursuant to a Residential or Multiple Family Housing Non-Contiguous Water
System Agreement dated November 20 1998.
VI.
On or about December 7, 1998 Carriage Hill, doing business as Carriage Hill, L., an
Idaho limited liability company, executed a Design-Build Promissory Note, a true copy of which
is attached hereto as Exhibit A, in favor of United Water Works Inc., a Delaware corporation, in
the original principal amount of $350 000.00. The purpose of said note was to provide funds to
assist Carriage Hill in the construction of the water system within the subdivision.
APPLICATION AND REQUEST FOR MODIFIED PROCEUDRE-
VII.
On or about August 15 2003 the City ofNampa indicated its desire to enter into
negotiations with United and Carriage Hill in connection with the ownership, operation and
maintenance of the domestic water system and the connection of the system to Nampa
municipal water system.
VIII.
On August 25 2003 Carriage Hill requested a waiver from the Idaho Department of
Environmental Quality to allow an additional 10 lots in the subdivsion to be connected to the
water system prior to the installation of a second source of supply, which second source of
supply will take the form of connection to Nampa s municipal water system. As of the date of
this Application approximately 30 lots in the subdivision have been connected to the domestic
water system.
IX.
Thereafter, Nampa and Carriage Hill entered into that Certain Annexation and LID
Agreement, a true copy of which is attached hereto as Exhibit B. Contemporaneously therewith
United and Nampa executed a Purchase Agreement (Agreement) whereby United agreed to sell
and Nampa agreed to buy the Carriage Hill domestic water system. A true copy of the
Agreement is attached hereto as Exhibit C.
Thereafter, Nampa adopted a Resolution declaring its intent to acquire the water system
and to create Local Improvement District No 140 for Nampa, Idaho. A true copy of Resolution
No. 20-2004 is attached hereto as Exhibit D. Pursuant to Idaho Code 50-1710 it is anticipated
that Nampa will adopt an ordinance creating the local improvement district on or after August
, 2004. This Application is contingent upon the adoption of said ordinance.
APPLICATION AND REQUEST FOR MODIFIED PROCEUDRE-
XI.
Acquisition of the Carriage Hill domestic water system by N ampa is consistent with the
public convenience and necessity because:
Nampa has adequate source of supply and operational capability to provide safe and
reliable water service to the subdivision;
Connection ofNampa s distribution system to the Carriage Hill domestic water
system will provide a second source of supply as required by DEQ rules thus insuring
reliable water supply to the subdivision and permitting further expansion of the
subdivision; and
The rates charged by N ampa for domestic water service are lower than the rates
charged by United, and customers within the subdivision will therefore experience a
decrease in the cost of domestic water service.
XII.
Pursuant to the Agreement the purchase price for the sale of the domestic water system is
$375 000. Subject to final adjustment at closing an amount equal to approximately $339 000
shall be paid to United Water Works to discharge the accrued interest and principal owing
pursuant to the Build-Design Promissory Note, above referenced. An amount equal to
approximately $36 000 shall be paid to United.
XIII.
Exhibit E, attached hereto, sets forth United's proposedjoumal entries to account for the
approximately $36 000 to be received by United at closing. This accounting proposal is
consistent with established regulatory accounting principles, and United requests that the
Commission approve it.
APPLICATION AND REQUEST FOR MODIFIED PROCEUDRE-4
XIV.
As evidenced by letters from N ampa and Carriage Hill, attached hereto as Exhibits F and
, Nampa and Carriage Hill have reviewed this Application and support the relief requested.
XV.
Contemporaneously with the filing of this Application, United is providing notice to the
Carriage Hills customers of the intended sale. A true copy of the customer notification is
attached hereto as Exhibit H.
Request for Modified Procedure
United does not believe a hearing is required to consider the issues herein presented and
pursuant to IPUCRP 201 requests that this matter be processed by modified procedure.
WHEREFORE, United respectfully requests that the Commission enter its orders:
1. Determining that this matter be processed pursuant to Modified Procedure;
2. Approving the modification of United's Certificate of Public Convenience and
Necessity by eliminating the Carriage Hill subdivision therefrom;
3. Approving the accounting proposal set forth above; and
4. Granting such other relief as is appropriate in the circumstance.
DATED this day of August, 2004.
By: ~
Dean J. iller
Attorney for Applicant
APPLICATION AND REQUEST FOR MODIFIED PROCEUDRE-
EXHIBIT A
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DESIGN-BUILD PROMISSORY NOTE
$350,000.December 7, 1998
FOR VALUE RECEIVED , the undersigned, Carriage Hill, L.L.C., an Idaho limited liability company
Maker ) promises to pay to the order of United Waterworks Inc., a Delaware corporation ("United Water")
at 2000 First State Boulevard , Wilmington , Delaware 19804, or at such other place as holder may from
time to time in writing designate, the principal sum of Three Hundred Fifty Thousand and no/100 Dollars
($350 000.00), in lawful money of the United States of America, and to pay interest on the unpaid balance
thereof from time to time outstanding at the rate of Eight and one-quarter percent (8.25%) per annum.
The principal amount of this note and all interest payable hereunder with respect thereto shall be
paid over a term of ten (10) years, in forty (40) equal quarterly installments, due and payable on the fifth
day of February, May, August and November each year commencing with the fifth day of February, 2000
and continuing with respect to each and every succeeding quarter through November 5, 2010 (the
Maturity Date ) of Twelve Thousand Nine Hundred Sixty-Seven and 27/100 Dollars ($12 967.27) each
with the final payment of all outstanding principal and accrued but unpaid interest on the Maturity Date.
There shall be added to each and every payment of principal and/or interest received by the
holder more than ten (10) days after the due date thereof a late charge of three percent (3%) of the
amount so overdue, for the purpose of defraying the administrative expense incident to handling such
delinquent payments. The undersigned acknowledges that the exact amount of such administrative
expense of holder would be difficult to calculate and that such late charge represents a reasonable
estimate of a fair average compensation for the loss that may be sustained by the holder due to the failure
of the undersigned to make timely payments. Such late charge shall be paid without prejudice to the right
of the holder to collect any other amounts provided to be paid or to declare a default hereunder.
The undersigned waives presentment and demand for payment, notice of intent to demand or
accelerated maturity, notice of demand or acceleration of maturity, protest or notice of protest and
nonpayment, bringing of suit and diligence in taking any action to collect any sums owing hereunder or in
proceeding against any of the rights and properties securing payment hereof. The undersigned agrees
that the time for any payment hereunder may be extended from time to time without notice and consent
and extension of time for the payment of this note or any installment hereof shall not affect the liability of
the undersigned under this note.
If default be made in the payment in full of any sum provided for herein when due and payable
then the holder may, at its option, declare the unpaid principal balance and accrued interest on this note
due and payable upon providing the undersigned with five (5) days' written notice of its intent to so
accelerate the due date of any and all such amounts unless such default is therefore cured by the
undersigned , and, unless so cured by the undersigned, the holder may foreclose all liens securing
payment hereof, if any, pursue any and all other rights, remedies and recourses available to it, or pursue
any combination of the foregoing, all remedies hereunder being cumulative.
Failure to exercise any of the foregoing options upon the happening of one or more of the
foregoing events shall not constitute a waiver of the right to exercise the same or any other option at any
subsequent time in respect of the same or any other event. The acceptance by the holder of any payment
hereunder that is less than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the foregoing options at that time or at any
subsequent time, or nullify any prior exercise of any such option, without the express written consent of
the holder.
The undersigned agrees to pay all reasonable costs of collection hereof actually incurred
including the holder s reasonable attorneys' fees, whether or not any suit or action shall be instituted to
enforce this note. In the event of litigation arising out of or in connection with this note , the prevailing party
shall be entitled to its reasonable attorneys' fees incurred at trial and on all appeals.
PROMISSORY NOTE -
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. .
Notwithstanding any provision of this note to the contrary, it is the intent of the undersigned and
the holder hereof that the holder shall never be entitled to receive, collect or apply, as interest on the
principal amount of the indebtedness any amount in excess of the maximum rate of interest that may be
charged by applicable law; and in the event the holder ever receives, collects or applies as interest any
such excess, the amount that would be excessive interest shall be deemed a partial prepayment of
principal and treated hereunder as such; and, if the principal amount of the indebtedness secured hereby
is paid in full at such time, an amount equal to the excessive interest shall forthwith be paid to the
undersigned. If the holder credits the principal hereunder or refunds excessive interest in accordance with
the amount of the indebtedness above, it shall not be subject to any penalty provided by law for
contracting for, charging or receiving interest in excess of the maximum lawful rate.
This note may be prepaid in part or in full at any time by the undersigned without penalty;
provided , however, that until all amounts due and payable hereunder have been paid in full, the amount of
the quarterly installments due and payable hereunder shall remain unchanged and shall not be
recalculated to reflect the effect of any such prepayment.
Whenever used herein, the singular number shall include the plural and the plural the singular
and the use of any gender shall include all genders. The words "undersigned" and "holder" shall include
their respective heirs, executors, administrators, legal representatives, successors, assigns and
beneficiaries.
All notices, demands, requests, and other communications under this note shall be in writing and
shall be deemed properly served or delivered, if delivered by hand to the party to whose attention it is
directed, or when sent, two (2) days after deposit in the U.S. mail, postage prepaid, by registered or
certified mail , return receipt requested, or upon transmission when sent via facsimile, or one (1) day after
deposit with a nationally recognized air carrier providing next day delivery, addressed as follows:
If to Maker:Carriage Hill, L.L.C.
2800 E. Boise Avenue
Boise, Idaho 83706
[phone]
[phone] (facsimile)
If to holder:200 Old Hook Road
Harrington Park, New Jersey
Attn: President
[phone]
[phone] (facsimile)
07640
or at such other address or to such other party which any party entitled to receive notice hereunder
designates to the other in writing as provided above.
This note is being delivered in the State of Idaho and is to be governed by and construed in
accordance with the laws of the State of Idaho.
PROMISSORY NOTE - 2
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IN WITNESS WHEREOF, this note has been executed by the undersigned effective as of the day
first above written.
MAKER:
CARRIAGE HILL, L.L.C., an Idaho
limited liability company
By:The Development Group, Inc., an Idaho
corporation , its Managing Memb
By:..tit:...William D. a e, Pres ent
PROMISSORY NOTE - 3
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CARRIAGE HILL-NAMP A AGREEMENT
THIS CARRIAGE HILL-NAMPA AGREEMENT (this "LID Agreement") is made effective
this 1 ih day of March, 2004, by and among the City of Nampa , an Idaho municipal corporationNampa), Carriage Hill , L.L.C., an Idaho limited liability company ("Carriage Hill"), Triangle Dairy,Inc., an Idaho corporation ("Triangle ), and Edward Derwyn Shank and Grace E. Shank(collectively, "Shank"
RECITALSA. On January 21 , 1998 Carriage Hill received preliminary subdivision plat approvalfrom Canyon County in connection with a single-family residential subdivision , more particularly
described on Exhibit A, attached hereto and made a part hereof ("Carriage Hill Subdivisionwhich consists of 198.84 acres located west of Middleton Road and north of Greenhurst Road insouthwest Canyon County in the Nampa Area of City Impact, which is that particular area ofCanyon County that eventually will be annexed into Nampa. A portion of Carriage Hill Subdivisionwhich portion is defined as the LID Area below, is owned by Triangle and Shank. Carriage Hill is
the contract-purchaser of the LID Area.
B. On or about November 20, 1998, Carriage Hill and United Water Idaho Inc., anIdaho corporation ("UWID"), entered into that certain Residential or Multiple Family Housing Non-contiguous Water System Agreement (the "Water System Agreement"
),
which Water SystemAgreement provides for, without IimitatJon: the permitting and construction of the "Domestic WaterSystem" as defined in that certain Purchase Agreement, dated concurrently herewith , by andbetween UWID and Nampa (the "Purchase Agreement"C. On March 9, 1999 , the final subdivision plat for the first phase of Carriage HillSubdivision was recorded in Canyon County. On December 29, 1999, Carriage Hill transferred to
UWID that portion of the Domestic Water System constructed in connection with the first phase of
Carriage Hill Subdivision.
D. On February 11 , 2002, the final subdivision plat for the second phase of CarriageHill Subdivision was recorded in Canyon County. On December 18, 2003, Carriage Hill transferredto UWID that portion of the Domestic Water System constructed in connection with the second
phase of Carriage Hill Subdivision.E. Nampa has extended its municipal water system to the intersection of MiddletonRoad and Iowa Street in Nampa s City limits in the vicinity of Carriage Hill Subdivision.F. On August 15 , 2003, Nampa indicated its desire to enter into negotiations withUWID and Carriage Hill in connection with ownership, operation and maintenance of the Domestic
Water System, and the connection of the Domestic Water System to Nampa s municipal watersystem. Thereafter, the parties hereto entered into that certain Memorandum of Understanding,
dated October 15, 2003, as amended (the "MOU"
),
which MOU contemplated inter alia, thenegotiation and execution of the Purchase Agreement and this LID Agreement.
G. Carriage Hill , Triangle and Shank have made application to Nampa requesting that
the LID Area be annexed into the City of Nampa. Carriage Hill , Triangle" and Shank haverequested that the City of Nampa establish a LID, as defined beI9w;)m the :b!P Area contingentupon the LID Area being annexed into the City of Nampa. "
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged and agreed , and in consideration of the recitals above, which are
incorporated herein , and in consideration of the premises and the mutual representationscovenants, and agreements hereinafter contained, Carriage Hill and Nampa represent, covenantand agree as follows:
INTERTIE: FURTHER COOPERATION
a. Intertie . Nampa, at Nampa s sole cost and expense, shall develop design plans foran intertie between Nampa potable water system and the Domestic Water System (theIntertie) and submit such design plans to all applicable reviewing governmental agencies as
soon as practicable following the annexation of the Carriage Hill Subdivision. Nampa, or Nampadesignee, at Nampa s sole cost and expense, shall commence and complete construction of the
Intertie as soon as practicable following receipt of approval from all applicable reviewing
governmental agencies. The parties hereto acknowledge that the Intertie shall not connect to the
Domestic Water System unless and until Nampa takes possession of the Domestic Water System.
b. Further Cooperation Carriage Hill shall reasonably and timely cooperate
connection with Nampa s efforts to obtain , without limitation, all necessary permits, information, andconsents required by the appropriate federal, state and/or local governmental authorities, agenciesor officials in connection with the design and construction of the Intertie. Carriage Hill shall provideNampa, at no cost to Nampa, any and all easements reasonably necessary in connection with the
Intertie that lie on real property owned by Carriage Hill.
ANNEXATION; FURTHER COOPERATION
Carriage Hill has made application to Nampa in connection with the annexation of the
Carriage Hill Subdivision into the City of Nampa. Nampa shall use all good faith efforts to annexthe Carriage Hill Subdivision and to rezone the LID Area, defined below, to a zoning designationthat allows residential density of up to seven (7) dwelling units per acre. Carriage Hill and Nampashall reasonably and timely cooperate with one another in connection with Carriage Hill'application for annexation.
LOCAL IMPROVEMENT DISTRICT: FURTHER COOPERATION
a. As soon as praticable after the date hereof, Nam pa shall use all good faith effortsto adopt a Local Improvement District ("LID") to cover that portion of Carriage Hill Subdivision that
previously has not been finally platted (the "LID Area ). The LID shall:
(i)Be equal to Two Hundred Fifty Thousand and no/100ths Dollars
($250,000.00).
(ii)Encumber the land that comprises the LID Area and not be tied to specific
individuals.
A portion of the proceeds of the LID in the amount of Two Hundred Fifty Thousand and
00/100ths Dollars ($250,000.00) shall be paid to UWID as more further provided in the PurchaseAgreement.
In addition, Carriage Hill and Nampa shall reasonably document a "latecomer
agreement" between Nampa and Carriage Hill , which latecomer s agreement provides that, in
CARRIAGE HILL- NAMPA AGREEMENT - 2
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connection with the building permit for each and every residential lot in the LID Area, Nampa shallpay to Carriage Hill an amount equal to Twelve Hundred and no/100ths Dollars ($1 200.00). Suchpayment by Nampa to Carriage Hill will continue until all residential lots in the LID Area have beensold and all payments made irregardless of the time limit of the LID. Further, Carriage Hill andNampa shall cooperate to document the agreement of Nampa and Carriage Hill that Nampa shallreimburse Carriage Hill for the cost of the construction of certain water and sewer systemextensions constructed by Carriage Hill immediately south of Carriage Hill Subdivision within one(1) year of the adoption of the LID, which costs are equal to Seventeen Thousand Four Hundred
Forty-one and 50/100ths Dollars ($17,441.50).
b. Further Cooperation. Carriage Hill shall reasonably and timely cooperate with
Nampa s efforts to adopt the LID as provided further herein.
REPRESENTATIONS OF CARRIAGE HILL.
Carriage Hill hereby represents and warrants to Nampa that as of the date hereof and/oras of the Closing Date:
a. Authority. That Carriage Hill is an Idaho limited liability company that has beenduly organized and is validly existing and in good standing as a limited liability company under the
laws of the State of Idaho, and has full power and authority to: (i) enter into this LID Agreement;
and (ii) carry out and consummate the transactions contemplated by this LID Agreement.
b. Effect of Transactions. That neither the execution of this LID Agreement nor theconsummation of the transactions contemplated hereby will: (i) result in a breach of or a default
under any agreement, document or instrument to which Carriage Hill is a party or by whichCarriage Hill is bound; or (ii) violate any existing statute, law, regulation , restriction , order, writinjunction or decree of any court, administrative agency or governmental body to which Carriage
Hill is subject.
REPRESENTATIONS OF NAMPA.
.o Nampa hereby represents and warrants to Carriage Hill that as of the date hereof and as of
the Closing Date:
a. Authority. That Nampa is an Idaho municipal corporation that has been dulyorganized and is validly existing and in good standing as a municipal corporation under the laws of
the State of Idaho, and has full power and authority to: (i) enter into this LID Agreement; and(ii) carry out and consummate the transactions contemplated by this LID Agreement.
b. Effect of Transactions. That neither the execution of this LID Agreement nor the
consummation of the transactions contemplated hereby will: (i) result in a breach of or a defaultunder any agreement, document or instrument to which Nampa is a party or by which Nampa is
bound; or (ii) violate any existing statute , law, regulation , restriction, order, writ, injunction or decree
of any court, administrative agency or governmental body to which Nampa is subject.
DEFAULT AND REMEDIES.
a. Default bv Nampa If Nampa should fail to consummate the transactioncontemplated herein for any reason other than default by Carriage Hill, Carriage Hill may elect any
one or more of the following remedies: (i) to enforce specific performance of this LID Agreement;(ii) to bring a suit for damages for breach of this LID Agreement; (iii) to terminate this LIDAgreement whereupon Nampa will reimburse Carriage Hill for Carriage Hillis out-of-pocketexpenses incurred with respect to this transaction, including reasonable attorney fees; or
CARRIAGE HILL- NAMPA AGREEMENT - 3
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(iv) pursue any and all remedies at law or equity. No delay or omission in the exercise of any right
or remedy accruing to Carriage Hill upon the breach by Nampa under this LID Agreement shallimpair such right or remedy or be construed as a waiver of any such breach theretofore orthereafter occurring. The waiver by Carriage Hill of any condition or the breach of any termcovenant or condition herein contained shall not be deemed to be a waiver of any other term
covenant, condition or any subsequent breach of the same or any other term , covenant or condition
contained herein.
b. Default by Carriaqe Hill.If Carriage Hill should fail to consummate the transactioncontemplated herein for any reason other than default by Nampa, Nampa may elect anyone or
more of the following remedies: (i) to enforce specific performance of this LID Agreement; (ii) to
bring a suit for damages for breach of this LID Agreement; (iii) to terminate this LID Agreement
whereupon Carriage Hill will reimburse Nampa for Nampa s out-of-pocket expenses incurred with
respect to this transaction, including reasonable attorney s fees; or (iv) pursue any and all remedies
at law or equity. No delay or omission in the exercise of any right or remedy accruing to Nampa
upon the breach by Carriage Hill under this LID Agreement shall impair such right or remedy or be
construed as a waiver of any such breach theretofore or thereafter occurring. The waiver by
Nampa of any condition or the breach of any term , covenant or condition herein contained shall not
be deemed to be a waiver of any other term , covenant, condition or any subsequent breach of the
same or any other term , covenant or condition contained herein.
NOTICES.
All notices, demands , requests, and other communications under this LID Agreement shall
be in writing and shall be properly served or delivered if delivered by hand to the party to whose
attention it is directed, or when sent, three (3) days after deposit in the U.S. mail, postage prepaid
or when received when sent via facsimile, addressed as follows:
If to Nam pa:
If to Triangle:
411 Third Street South
Nampa, Idaho 83651
Attn: Paul Raymond, P.
208/465-2261 (fax)
O. Box 1184
Nampa, Idaho 83653-1184
Attn: Sandra J. Johnson
208/461-9428 (fax)
c/o Carriage Hill
O. Box 1184
Nam pa, Idaho 83653-1184
Attn: Edward Derwyn and Grace Shank
c/o Carriage Hill
O. Box 1184
Nampa, Idaho 83653-1184
Atln: William D. Tate
If to Carriage Hill:
If to Shank:
or at such other address or to such other party which any party entitled to receive notice hereunder
designates to the other in writing as provided above.
MISCELLANEOUS.
a. Successors. This LID Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their successors and assigns; provided, however, this LID
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Agreement shall not be assigned by any party without the written consent of the other parties
hereto, not to be unreasonably withheld.
b. Time for Performance. Wherever under the terms and provisions of this LID
Agreement the time for performance falls upon a Saturday, Sunday, or Legal Holiday, such time for
performance shall be extended to the next business day.
c. Entire Contract.This LID Agreement embodies the entire contract between the
parties hereto with respect to the subject matter hereof. No modification or amendment to or of this
LID Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer shall have any
force or effect whatsoever unless the same shall be endorsed in writing and be signed by the party
against which the enforcement of such modification or amendment is sought, and then only to the
extent set forth in such instrument.
d. Representation. All parties hereto have either been represented by separate legal
counselor have had the opportunity to be so represented. Thus , in all cases , the language herein
shall be construed simply and in accordance with its fair meaning and not strictly for or against a
party, regardless of which party prepared or caused the preparation of this LID Agreement.
e. Captions . The captions at the beginning of the several paragraphs, respectively,
are for convenience in locating the context, but are not part of the text.
Governina Laws. This LID Agreement shall be governed by the laws of the State
of Idaho.
g.
Prevailina Party If either party shall default in the full and timely performance of
this LID Agreement and said default is cured with the assistance of an attorney for the other party
and before the commencement of a suit thereon , as a part of curing said default, the reasonable
attorneys' fees incurred by the other party shall be reimbursed to the other party upon demand.
the event that either party to this LID Agreement shall file suit or action at law or equity to interpret
or enforce this LID Agreement hereof, the unsuccessful party to such litigation agrees to pay to the
prevailing party all costs and expenses, including reasonable attorney s fees, incurred by the
prevailing party, including the same with respect to an appeal.
h. Time of Essence All times provided for in this LID Agreement or in any other
instrument or document referred to herein or contemplated hereby, for the performance of any act
will be strictly construed, it being agreed that time is of the essence of this LID Agreement.
i. Riahts. This LID Agreement shall not confer any rights or remedies upon any
person other than the parties hereto and their respective successors and permitted assigns.
j.
Counterparts. This LID Agreement may be executed in one or more counterparts
each of which shall be deemed an original but all of which together will constitute one and the
same instrument.
k. Interpretation. In the event any term or provisions of this LID Agreement shall be
held illegal, invalid or unenforceable or inoperative as a matter of law, the remaining terms and
provisions of this LID Agreement shall not be affected thereby but each such term and provision
shall be valid and shall remain in full force and effect.
I. Survival.The terms, provisions, agreements and indemnities shall survive the
closing of the transaction contemplated herein and the delivery of the deed, and this LID
Agreement shall not be merged therein, but shall remain binding upon and for the parties hereto
until fully observed, kept or performed.
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m. Authority. Each party represents to the other that it has authority to execute this
LID Agreement and to perform all of the terms and conditions required of them as provided under
this LI D Agreement.
IN WITNESS WHEREOF the undersigned, being duly authorized, have executed this
Carriage Hill-Nampa Agreement as of the date set forth first above.
NAMPA:
.. I
, . .' /'
BY:~rJ/A~ (J I/) Tom D~e, Mayor
ATTEST:
By:
City Clerk
CARRIAGE HILL:
Development Group, Inc., an Idaho
corpo~n
By: tffk""
William D. Tate, President
TRIANGLE:
Triangle Dairy, Inc., an Idaho
corporatiof\
~ ~
By:
William D. Tate, ice President
SHANK:~J ~
Edward Derwyn Shank
~A~ 1:,. ~-I( Grace E. Shank .
Schedule of Exhibits:
Exhibit A:Legal Description of Carriage Hill Subdivision
CARRIAGE HILL- NAMPA AGREEMENT - 6
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State of Idaho
Canyon County
On this 19th day of April, 2004, before me, the undersigned, a Notary Public in and for said
State, personally appeared Stephen Kren and Diana Lambing known to me to be the Council
President and the City Clerk, of the City of Nampa, Idaho, a municipal corporation, who
executed the foregoing instrument.
In Witness Thereof, I have hereunto set my hand and affixed by official seal, the day and year in
this certificate first above written.
ic~t" D~!ve
Deborah L. Bishop
Residing at: Nampa, Canyon County, Idaho
My Commission Expires: 6/13/2007
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EXHIBIT A
LEGAL DESCRIPTION OF CARRIAGE HILL SUBDIVISION
HUBBLE ENGINEERING, INC.
9550 Bethel Court. Boltie.ldaho 83709 2081322-8992 . Fax [phone]
Project No. 9420100 May 5, 1999
CARRIAGE HilL PROJECT DESCRIPTION
NAMP At IDAHO
A parcel of land located In the NE1/4 SE1/4. and SW1I4 of Section 31, T.3N.2W.. 8.M.. Canyon County, Idaho, more particularly described as follows:
BEGINNING at the 1/4 comer common to Section 32 and the said Section 31, fromwhich the southeast comer of said Section 31 bears South 00022'13" East, 2582.70 feet;
thence South 890 16'20" West, 302.20 feet to a point;
thence South 19037'40" East, 96.90 feet to a point;
thence South 40024'03" East, 92.27 feet to a point;
thence South 36030'19" East, 118.29 feet to a point;
thence South 00054'00" East, 445.00 feet to a point;
thence South 36002'38' East, 234.96 feet to a point on the East boundary of said
Section 31;
thence along said East boundary South 00022'13" East. 395.95 feet to the South1/16 comer;
thence along the South boundary of the North 1/2 of the $E1I4 South 88052'57"
West, 2644.66 feet to the C-S 1/16 comer;
thence along the North-South mid-section line North 00023'55" West, 812.33 feetto a point;
thence departing said line North 33000'10" West, 587.74 feet to a point on the East-
West mid-section line;
thence along said line North 89015'43" East, 316.70 feet to the center of said
Section 31, said point being common to the southwest corner of Verde Hills Sub-division,
as same is recorded in Book 13 of Plats at Page 20, records of Canyon County, Idaho;
thence continuing along said line and the exterior boundary of said Verde Hills Sub-
division North 89tS16'20" East, 1647.60 feet to a point;
Carnage Hill Project Description Page 1 of
EXHIBIT A
Exhibit A -
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thern:e North 13O5~20" West. 77.28 feet to a point;
thence North 34 024'00" West, 133.60 feel to a point;
thence North 50 34'00" West. 104.25 feet tea point;
thence 94.53 feet along the arc of a CUNe to the left, having a radlu$ of 117.25 feeta central angle of46O 11120", and a long chord bearing North 2so3~4011 West, 91.99 feetto a point;
thence North 51045'19" West. 6.00 feet to a point
thence 95.41 feet along the arc of a curve to the reft, having a radJU$ of 129.11 feet;
a central angle of 42820'20-, and a long chord bearing North 72055'30" West.. 93.25 feel
to a point;
thence South 85~54'2(r West. 44.60 feet to a point;
thence 83.62 feet arong the arc of a curve to the right, ~aving a radius of 91.27 feet.a central angle of 52.29~O., and ill long chord bearing North 67"51'00- West, 80.72 feet
to a point:
thence North 41 036'18'0 West, 0.40 feet to a point
thence 83.38 feet along the arc of a curve to the left, having a radius of 69.40 feet.
a central angle of 53026'18". and a long chord bearing NorthS8O19'20" West, 80.39 feet
to a point;
thence South B4#5T4tr W"t. 213.75 feet to a point;
tMnce South 71 o53i40" W4!JSt, 190.00 feet to a point;
!hence South 77\t06t40" We$t. 258.00 feet to a point;
thence 179.63 feet along the arc of a curve to the right. having a redlu$ of 100.
feet, a central angle of 102023'398 , and a long chortJ bearing North 51"41 '3010 West, 156.
feet to a point;
thence North 00 o29f3\1f West, 19.50 feet to a point,
thMce 76.53 feet along the arc ofa curve to the left, having a radius of 106.47 feet.
a central Mgle of 41-11.00", and a long chord bearing North 21005'10. West, 74.89 feet
to a point;
thence North 41 040"3311 West. 2.00 feet to a point;
Carriage HUI Prefect Oescrlption Page 2 014
EXllffilT A
Exhibit A - 2
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thence 78.18 feet along the arc of a curve to the right, having a Tad ius of 150.1 0feet, a central angle of 29050'40", and a long chord bearing North 26"45'20" West, 77.
feet to a point;
thence North 11050'00" West, 42.84 feet to a point:
thence 94.45 feet along the arc of a curve to the left. having a radius of 116,38 feet,a central angle of 46030'00", and a long chord bearing North 35005'00" West, 91.88 feetto a point,
thence North 58020.00" West, 240.00 feet to a point;
thence North 46033'00" West, 166.06 feet to the northwest corner of said Verde
Hills Sub~division lying on the North-South mid-section line;
thence along said line North 00023142" West, 1658.07 feet to the North 1/4 comer
of said Section 31;
thence along the North boundary of said Section 31 North 90000.00" East, 1687.
feet to a point in the center of the Deer Flat Nampa Edwards Canal;
thence along the center of said canal South 41'138'42" East, 140.20 feet
thence 165.19 feet along the arc of a curve to the right having a radius of 1000 feet
a central angle of 9027'52/1 and a long chord bearing South 42054'46" East, 165.00 feet to
a point;
thence South 38010'42" East, 643.40 feet to a point:
thence 203.14 feet along the arc of a CUNe to the right, having a radius of 1200 feet,
a central angle of 9041158" and a long chord bearing South 33019'43" East, 202.90 feet to '
a point;
thence South 28"28142" East. 438.20 feet to a point;
thence South 40000'42" East, 20.46 feet to a point on the South boundary of the
North 1/2 of the Northeast 1/4;
thence departing the center of the Deer Flat Nampa Edwards Canal along said
South boundary South 89038'23" West, 675.66 feet;
thence South 000322136'. East, 257.70 feet to a point;
thence 89038'23" East, 263.00 feet to a point;
Carriage Hill Project Descrlptfon Page 3 of 4
EXHIBIT A
Exhibit A - 3
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EXHIB IT
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PURCHASE AGREEMEN
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THIS PURCHASE AGREEMENT (this "Agreement") is made effective this 1:2th day of
March , 2004, by and between the City of Nampa, an Idaho municipal corporation ("_:ampa" or
Buyer ) and United Water Idaho Inc., an Idaho corporation ("UWID" or~'Seller:'
)..
RECIT ALS
-,-
A. On January 21 , 1998 Carriage Hill, L.L.C" an Idaho limited liability companyCarriage Hill") received preliminary subdivision plat approval from Canyon County in connection
with a single-family residential subdivision more particularly described on Exhibit A, attached
hereto and made a part hereof ("Carriage Hill Subdivision ), which consists of 198.84 acres ~
located west of Middleton Road and north of Greenhurst Road in southwest Canyon County in the ~ 0
Nampa Area of City Impact. B. On or about November 20, 1998, Carriage Hill and UWID entered into that certain
:;:;:
Residential or Multiple Family Housing Non-contiguous Water System Agreement (the "Water ~
System Agreement"), which Water System Agreement provides for, without limitation: the 11
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permitting and construction of the Domestic Water System, defined below, including the source of :t:-
supply; the transfer of the Domestic Water System from Carriage Hill to UWID; and, after such
~ ~
transfer, the operation and maintenance of the Domestic Water System by UWID.
181~C. On November 30, 1998 , Carriage Hill executed that certain Design-Build Promissory Note in favor of United Waterworks Inc., a Delaware corporation ("UWW") in the
original principal amount of Three Hundred Fifty Thousand and no/100ths Dollars ($350 000.00)
(the "Promissory Note
D. On or about November 30, 1998, the principals of Carriage Hill executed that
certain Joint and Several Individuals' Guaranty in favor of UWW (the "Guaranty").E. On March 9, 1999 , the final subdivision plat for the first phase of Carriage Hill
Subdivision was recorded in Canyon County. On December 29, 1999, Carriage Hill transferred to
UWID that portion of the Domestic Water System constructed in connection with the first phase of
Carriage Hill Subdivision.F. On February 11 , 2002, the final subdivision plat for the second phase of CarriageHill Subdivision was recorded in Canyon County. On December 18 , 2003 , Carriage Hill transferredto UWID that portion of the Domestic Water System constructed in connection with the second
phase of Carriage Hill Subdivision.G. Nampa has extended its municipal water system to the intersection of Middleton
Road and Iowa Street in the vicinity of Carriage Hill Subdivision.
H. On August 15, 2003, Nampa indicated its desire to enter into negotiations with
UWID in connection with ownership, operation and maintenance of the Domestic Water Systemand the connection of the Domestic Water System to Nampa municipal water system.
Thereafter, the parties hereto entered into that certain Memorandum of Understanding, dated
October 15, 2003, as amended (the "MOU"), which MOU contemplated, inter alia the negotiation
and execution of th is Agreement.I. On November 14, 2003, Nampa completed the inspection of the Domestic Water
System as contemplated by the MOU.J. Concurrently herewith Nampa and Carriage Hill have entered into that certainAnnexation and LID Agreement (the "LID Agreement"), which, LID Agreement, inter alia, describesthe local improvement district process that must be completed as a condition precedent to Nampa
obligation to close the transaction contemplated by this Agreement..
UWID-NAMPA PURCHASE AGREEMENT-
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AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged and agreed, and in consideration of the recitals above, which are
incorporated herein, and in consideration of the premises and the mutual representationscovenants, and agreements hereinafter contained , Seller and Buyer represent, covenant, andagree as follows:
DOMESTIC WATER SYSTEM.
Seller agrees to sell , assign , transfer and convey and Buyer agrees to purchase and have
assigned , transferred and conveyed , all for a purchase price and subject to and upon each of theterms and conditions hereinafter set forth, the "Domestic Water System," which shall mean alltangible personal property and real property used in connection with the operation andmaintenance of the Domestic Water System including, without limitation , the wells, pumps, motorsmeasuring devices, electrical and control equipment, valves, distribution lines, service linesbetween the distribution line and the meter box, fire hydrants, services and customer meter setters
meter boxes , lids and meters , the Well Lot more particularly described in the warranty deedattached as Exhibit 8 and made a part hereof (the "Well Lot"), easements for access to the Well
Lot and improvements, the well house groundwater and groundwater rights , and any and alleasements necessary for the maintenance and operation of the Domestic Water System , all asrequired and approved by, without limitation , the Idaho Department of Environmental Quality
IDEQ"), Idaho Department of Water Resources ("IDWR"), and the Idaho Public UtilitiesCommission ("IPUC"), as applicable. The Domestic Water System also includes intangibleproperty used and useful in connection with the operation and maintenance of the Domestic Water
System including, without limitation , customer lists and records, well logs, maintenance records
tariffs and rules and regulations governing the rendering of service and extension of service tofuture development, franchises, permits , and certificates.
PURCHASE PRICE.
a. Purchase Price Subject to the conditions precedent to closinq described
paraqraphs 6 and 7 below, the purchase price to be paid by Buyer to Seller on the Closing Datedefined below, for the Domestic Water System shall be Three Hundred Seventy-five Thousand and
no/100ths Dollars ($375 000.00) (the "Purchase Price ). A portion of the Purchase Price in anamount approximately equal to Thirty-seven Thousand and no/10Oths Dollars ($37 000.00) shall be
paid to UWID. A portion of the Purchase Price in an amount approximately equal to ThreeHundred Thirty-eight Thousand and no/100ths Dollars ($338 000.00) shall be paid to United WaterWorks Inc., a Delaware corporation , whose address is: c/o UWID , 8248 Victory Road , P.O. Box190420, Boise, Idaho 83719-0420.
b. Payment Medium . The Purchase Price shall be paid in cash, wire transfer orofficial bank check on the Closing Date, defined below.
TITLE MATTERS.
a. Documents Evidencinq Title. Within twenty (20) business days of the completeexecution of this Agreement, Seller shall cause to be delivered to Buyer a commitment for anowners title insurance policy, with standard form coverage, together with legible copies of allexception documents, issued by Transnation Title Insurance Company (the "Title Insurer") in theamount of that portion of the Purchase Price allocated to the Well Lot, which is herebyacknowledged and agreed to be Forty Thousand and no/100ths Dollars ($40 000.00) (the "TitleCommitment") showing marketable and insurable title to the Well Lot subject only to: (i) titleexceptions pertaining to liens or encumbrances of a definite or ascertainable amount which may be
removed by the payment of money or otherwise on the Closing Date, and which Seller shall soremove at that time; (ii) permitted exceptions as set forth in Exhibit C , attached hereto and made apart hereof (the "Permitted Exceptions ); and (iii) such other exceptions as may be approved inwriting by Buyer
UWID-NAMPA PURCHASE AGREEMENT- 2
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b. Title Defects If the Title Commitment delivered to Buyer by Seller as provided in
paragraph 3(a) above, discloses material liens or encumbrances other than the PermittedExceptions ("Unpermitted Exceptions ), or if prior to Closing the Title Commitment is amended to
reflect Unpermitted Exceptions , Seller shall have the Unpermitted Exceptions removed from the
Title Commitment, or have the Title Insurer irrevocably commit to insure against loss or damagethat may be occasioned by such Unpermitted Exceptions no later than the Closing Date; providedhowever, that the Title Insurer s commitment to insure over any Unpermitted Exceptions shall be
subject to approval by Buyer, not to be unreasonably withheld. If Seller fails to have theUnpermitted Exceptions removed or insured over, as approved by Buyer, prior to Closing, Buyermay elect to: (i) cure any Unpermitted Exception which is a lien or encumbrance of a definite orascertainable amount and deduct the cost of cure from the Purchase Price; or (ii) take title as itthen is with the right to deduct the cost of insuring over the Unpermitted Exceptions from thePurchase Price to be paid in cash on the Closing Date. Buyer may elect one or both of (i) or (ii), as
the case may be.
AS IS.
Except for the representations and warranties of Seller set forth in this Agreement, it is
understood and agreed that Buyer has completed Buyer inspection of the Domestic WaterSystem and that Buyer is purchasing the Domestic Water System "as is" and "where is" as of theClosing Date, and with all faults and defects, latent or otherwise, and that Seller is making norepresentations or warranties, either express or implied , by operation of law or otherwise,
with respect to: the quality, physical condition or value of the Domestic Water System; orthe Domestic Water System s suitability or fitness for a particular purpose.
REPRESENTATIONS OF UWID.
UWID hereby represents and warrants to Nampa that as of the date hereof and/or as ofthe Closing Date:
a. Authority. That UWID is an Idaho corporation that has been duly organized and is
validly existing and in good standing as a corporation under the laws of the State of Idaho, and hasfull power and authority to: (i) transfer title to the Domestic Water System; (ii) enter into thisAgreement; and (iii) carry out and consummate the transactions contemplated by this Agreement.
b. Effect of Transactions. That neither the execution of this Agreement nor theconsummation of the transactions contemplated hereby will: (i) result in a breach of or a defaultunder any agreement, document or instrument to which UWID is a party or by which UWID isbound; or (ii) violate any existing statute , law, regulation, restriction, order, writ, injunction or decreeof any court, administrative agency or governmental body to which UWID is subject.
c. Ownership . That UWID is the owner of the Domestic Water System. That thereshall be no change in the ownership, operation or control of the Domestic Water System from the
date hereof to the Closing Date.
d. Contracts . That none of the following contracts or obligations are outstanding:
(i) contracts, agreements, or other obligations for the sale, exchange, transfer or, encumbrance ofall or any portion of the Domestic Water System; or (ii) refundable customer deposits, recaptureagreements, contracts, agreements, service contracts, maintenance agreements, leases, licensesinvoices, bills, understandings of any nature, written or oral , formal or informal , affecting or relatingto the service, maintenance, revenue collection, use or other functions pertaining to the DomesticWater System or the operation thereof which may not be terminated upon thirty (30) days' noticeand unless UWID delivers a written notice to Seller to the contrary, shall be terminated effective as
of the Closing Date.
e. Customers . That UWID shall provide Nampa at Closing a complete list of allUWID's customers' names and addresses.
UWID-NAMPA PURCHASE AGREEMENT- 3
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f. Insurance That all premiums due on all fire and hazard, liability and other
insurance policies held by UWID , if any, in connection with the Domestic Water System have been
and shall be paid when due by UWID , and the policies remain and shall remain uncancelled and in
full force and effect through the Closing Date , and that any and all proceeds of any insurance
received on account of any damage to the Domestic Water System shall be applied to the repair of
the Domestic Water System.
g.
Condemnation . That to UWID's knowledge, there are no condemnation or judicial
proceedings, administrative actions or examinations , claims or demands of any type which have
been instituted or which are pending or threatened against the Domestic Water System, or any partthereof. In the event UWID receives notice of any such proceeding, action , examination or
demand, UWID shall promptly deliver a copy of such notice to Nampa.
h. No Liens . That to UWID's knowledge , there are and shall be no liens or claims
against the Domestic Water System for federal or state taxes or any other charges whatsoever
and that no portion of the Domestic Water System is affected by any special assessments, whether
or not constituting a lien thereon.
i. Liabilities That all debts , liabilities and obligations of UWID arising from the
ownership and operation of the Domestic Water System including, but not limited to, salaries, taxes
and accounts payable, have been paid as they become due and mature and will continue to be so
paid from the date hereof until the Closing Date, and that no debts, liabilities or obligations will be
outstanding as of the Closing Date , except for accrued payables incurred in the ordinary course of
business that UWID shall pay in a timely manner. To UWID's knowledge , there are and will be no
unrecorded mechanics' or material mens ' liens or any claims for such liens affecting the Domestic
Water System , and as of the Closing Date, there will be no work or material performed or furnished
for which payment will not have previously been made.
j.
Access . That to UWID's knowledge, there is currently adequate access to andfrom the Domestic Water System from adjoining private or public streets, highways, roads and
ways , and no fact or condition exists which would result in the termination of the current access to
and from the Domestic Water System to the adjoining public or private streets , highways, roads
and ways.
k. Governmental Laws . That to UWID's knowledge: UWID and the Domestic Water
System , and the use and operation thereof, are in compliance with all applicable governmentallaws, ordinances, regulations, certificates , licenses, permits and authorizations, and there arepresently in effect all certificates, licenses, permits and other authorizations necessary for the use
occupancy and operation of the Domestic Water System as it is presently being operated; there
exists no condition with respect to the operation, use or occupancy of the Domestic Water Systemwhich violates any public utility, environmental , zoning, building, health , fire or similar law
ordinance or regulation; and there has been no notice of any violation of any public utility,
environmental, zoning, building, health, fire or similar law, ordinance or regulation relative to the
maintenance , operation , use or occupancy of the Domestic Water System. UWID shall promptly
comply with any notices received after the date hereof and shall promptly deliver to Buyer a copy of
any such notice together with evidence of compliance therewith.
I. Maintenance . That from and after the date hereof and until the Closing, UWIDshall maintain or cause to be maintained the Domestic Water System in good condition and repairand shall continue to make or cause to be made ordinary repairs, replacements and maintenance
between the date hereof and the Closing with respect to the Domestic Water System and shalldeliver the same in as good working order and repair as exists on the date hereof, further
reasonable wear and tear excepted.
REPRESENTATIONS OF NAMPA.
Nampa hereby represents and warrants to UWID that as of the date hereof and as of the
Closing Date:
UWID-NAMPA PURCHASE AGREEMENT- 4
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a. Authority That Nampa is an Idaho municipal corporation that has been duly
organized and is validly existing and in good standing as a municipal corporation under the laws of
the State of Idaho , and has full power and authority to: (i) acquire title to the Domestic Water
System; (ii) enter into this Agreement; and (iii) carry out and consummate the transactions
contemplated by this Agreement.
b. Effect of Transactions That neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) result in a breach of or a defaultunder any agreement, document or instrument to which Nampa is a party or by which Nampa is
bound; or (ii) violate any existing statute, law, regulation , restriction , order, writ, injunction or decree
of any court, administrative agency or governmental body to which Nampa is subject.
CONDITIONS PRECEDENT TO CLOSING.
a. Conditions Precedent to Nampa s Obliqations . This Agreement, and Nampa
obligation to close the transaction contemplated herein, is subject to the following express
conditions precedent. Notwithstanding anything to the contrary that may be contained herein, each
of the following conditions precedent may be waived in writing by Nampa, such conditions being for
the exclusive protection and benefit of Nampa.(i) That there shall not have been any material damage, destruction, or loss
adversely affecting the Domestic Water System.
(ii) All approvals required in connection with the transfer of the Domestic
Water System shall have been obtained from the IDEO and the IDWR.
(iii) The City of Nampa has formally annexed the Carriage Hill Subdivision;has, with Carriaqe Hill. entered into a development aqreement reasonably
acceptable to the City of Nampa and Carriaqe Hill;and has formally adopted the
Local Improvement District, as defined in the LID Agreement.
In the event of a failure of any condition precedent set forth in this paragraph 7(a), Nampa may
declare this Agreement null and void , and the parties shall have no further obligations or liabilitieshereunder.
b. Condition Precedent to UWID'Obliqations This Agreement, and UWID'
obligation to close the transaction contemplated herein, is subject to the following express conditionprecedent. Notwithstanding anything to the contrary that may be contained herein , the followingcondition precedent may be waived in writing by UWID, such condition being for the exclusive
protection and benefit of UWID.
(i) All approvals required in connection with the transfer of the Domestic
Water System shall have been obtained from the IPUC, the IDEO and the IDWR.
In the event of a failure of the condition precedent set forth into this paragraph 7(b), UWID may, at
its sole discretion , declare this Agreement null and void , and the parties shall have no furtherobligations or liabilities hereunder.
INTERTIE; UWID AND NAMPA FURTHER COOPERATION
a. Intertie. Nampa, at Nampa s sole cost and expense, shall develop design plans foran intertie between Nampa potable water system and the Domestic Water System (theIntertie) and submit such design plans to all applicable reviewing governmental agencies
soon as practicable followinq the annexation of the Carriaqe Hill Subdivision . Nampa , or Nampadesignee, at Nampa s sole cost and expense , shall commence and complete construction of the
Intertie as soon as practicable following receipt of approval from all applicable reviewing
governmental agencies. The parties hereto acknowledge that the Intertie shall not connect to theDomestic Water System unless and until Nampa takes possession of the Domestic Water System.
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b. Further Cooperation UWID shall reasonably cooperate with Nampa in connection
with Nampa s efforts to obtain, without limitation , all necessary permits, information , and consents
required by the appropriate federal, state and/or local governmental authorities , agencies or
officials in connection with the design and construction of the Intertie. Nampa and UWID shall
cooperate with one another in connection with customer notification and communication.
CLOSING AND RELATED MATTERS.
a. Closino Date; Time of the Essence. The Closing shall take place not later than
thirty (30) days after receipt of the state and local regulatory approvals set forth in paragraph 7 (the
Closing Date
b. UWID's Deposits. On the Closinq Date, UWID shall deliver the following
documents to the Escrowee:(i) Warranty Deed executed by UWID conveying the Well Lot to Nampasubject only to the Permitted Exceptions , which Warranty Deed shall besubstantially similar in form to the Warranty Deed attached hereto as Exhibit D
and made a part hereof.
(ii) Bill of Sale executed by UWID conveying the Domestic Water System to
Nampa, which Bill of Sale shall be substantially similar in form to the Bill of Sale
attached hereto as Exhibit E and made a part hereof.
(iii) Copies of all leases , certificates , court filings, licenses , permits and/or
agreements in connection with the use of, and water rights appurtenant to or used
in connection with , the Domestic Water System.
(iv) A UWID-approved Closing Statement, which Closing Statement shall
provide for the payment from UWID to Carriage Hill of any and all unpaid refunds
for Domestic Water System hookups through the Closing Date.
(v) Such other documents as the Title Insurer, Nampa or Nampa s attorneys
may reasonably require in order to effectuate or further evidence the intent of any
provision in this Agreement.
All of the documents and instruments to be delivered by UWID hereunder shall be in form
and substance reasonably satisfactory to counsel for Buyer.
c. Nampa s Deposits
documents to the Escrowee:
On the Closing Date Nampa shall deliver the following
(i)A Nampa-approved Closing Statement
(ii) Cash or certified funds in an amount sufficient to meet Nampa
obligations hereunder.
(iii) Such other documents as the Title Insurer, UWID , or UWID's attorneys
may reasonably require in order to effectuate or further evidence the intent of any
provision of this Agreement.
All of the documents and instruments to be delivered by Nampa hereunder shall be in form and
substance reasonably satisfactory to counsel for UWID.
d. Escrow Closino The closing of the transactions contemplated herein (theClosing) shall take place at the office of the Transnation Title Insurance Company, 847Parkcentre Way, Suite 3, Nampa, Idaho 83651 (the "Escrowee ). Closing shall be conducted with
the Escrowee, using form escrow instructions then in use by the Escrowee , modified to reflect theterms and conditions of the transactions contemplated herein. This Agreement shall not be
UWID-NAMPA PURCHASE AGREEMENT- 6
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merged into such escrow instructions , and the same shall always be deemed auxiliary to this
Agreement. The provisions of this Agreement shall always be deemed controlling as between theparties hereto. Escrowee shall close the transactions contemplated herein upon the irrevocablecommitment of Title Insurer to issue the title insurance policies required under paragraph 3(a)
above and upon receipt of all deposits referenced in this paragraph. The respective attorneys for
the parties hereto are hereby authorized to enter into and execute such escrow instructions and
any amendments thereto.
e. Possession
Buyer on the Closing Date.
Possession of the Domestic Water System shall be delivered to
10.PRORATIONS AND ADJUSTMENTS.
The following items shall be paid, prorated and/or adjusted as of the Closing Date:
a. Taxes. General real estate taxes and all other levies and charges against the Well
Lot for the year in which the Closing Date shall occur, which are accrued but not yet due and
payable. Such taxes shall be prorated on the basis of the most recent ascertainable tax bill.
b. Utilities. All charges for utilities shall be paid by UWID to the Closing Date. Billsreceived after the Closing Date which relate to expenses incurred or services performed allocable
to the period prior to the Closing Date shall be paid by UWID as and when due.
c. Title Coveraqe. The premium for standard coverage title insurance in connectionwith the Well Lot shall be paid by UWID.
d. Sales Tax Nampa shall not be liable for any state, county, federal income, exciseor sales tax liabilities of UWID. Recording fees for the Warranty Deed shall be paid by Nampa.
e. Escrow. The cost of escrow shall be divided equally between UWID and Nampa.
f. Meters On the day of the Closing Date, UWID , and Nampa if Nampa so choosesshall have all customer meters read so as to avoid any post-closing proration of accountsreceivable and unbilled revenue. All such revenue earned by UWID as determined by the meter
readings on the Closing Date shall be due and payable to UWID.
g.
Other. Such other items as are customarily prorated in a transaction of the typecontemplated in this Agreement. Unless otherwise provided above, if any taxes , expenses andcharges to be prorated cannot be determined on the Closing Date, the proration shall be based on
the latest available information , with an ultimate adjustment to be made promptly when actualamounts are available.
11.DEFAULT AND REMEDIES.
a. Default by Nampa If Nampa should fail to consummate the transactioncontemplated herein for any reason other than default by UWID , UWID may elect anyone or more
of the following remedies: (i) to enforce specific performance of this Agreement; (ii) to bring a suit
for damages for breach of this Agreement; (iii) to terminate this Agreement whereupon Nampa willreimburse UWID for UWID's out-of-pocket expenses incurred with respect to this transactionincluding reasonable attorney s fees; or (iv) pursue any and all remedies at law or equity. No delay
or omission in the exercise of any right or remedy accruing to UWID upon the breach by Nampaunder this Agreement shall impair such right or remedy or be construed as a waiver of any suchbreach theretofore or thereafter occurring. The waiver by UWID of any condition or the breach of
any term, covenant or condition herein contained shall not be deemed to be a waiver of any other
term , covenant, condition or any subsequent breach of the same or any other term , covenant orcondition contained herein.
UWID-NAMPA PURCHASE AGREEMENT- 7
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa Final.DOC
b. Default by UWID If UWID should fail to consummate the transactioncontemplated herein for any reason other than default by Nampa , Nampa may elect anyone ormore of the following remedies: (i) to enforce specific performance of this Agreement; (ii) to bring asuit for damages for breach of this Agreement; (iii) to terminate this Agreement whereupon UWIDwill reimburse Nampa for Nampa s out-of-pocket expenses incurred with respect to this transaction
including reasonable attorney s fees; or (iv) pursue any and all remedies at law or equity. No delay
or omission in the exercise of any right or remedy accruing to Nampa upon the breach by UWIDunder this Agreement shall impair such right or remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by Nampa of any condition or the breach of
any term, covenant or condition herein contained shall not be deemed to be a waiver of any other
term, covenant, condition or any subsequent breach of the same or any other term , covenant or
condition contained herein.
12.BROKERAGE.
Each of the parties represents and warrants to the other that it has not incurred and will notincur any liability for finder s or brokerage fees or commissions in connection with this Agreement
and the transaction(s) contemplated herein. The parties agree to indemnify, defend and hold the
each other harmless from and against any and all claims or demands with respect to any finder s orbrokerage fees or commissions or other compensation asserted by any person, firm or corporationin within five (5) days connection with this Agreement or the transaction(s) contemplated herein.
13.INTERVENING DAMAGE OR LOSS.
a. Casualty UWID shall deliver the Domestic Water System to Nampa substantially the same condition on the Closing Date as on the date hereof, excepting therefromordinary wear and tear. If, prior to the Closing Date, any improvements are damaged or destroyed
by fire or other casualty, then UWID shall immediately notify Nampa as provided in this Agreement.
Nampa shall, following delivery of such notice, elect to: (i) complete the purchase of suchDomestic Water System with the Purchase Price being reduced by an amount equal to the fair
market value of the improvements (or portion thereof) damaged or destroyed; or (ii) complete the
purchase of the Domestic Water System upon UWID delivering to Nampa a duly executedassignment of all insurance proceeds payable as a result of such fire or casualty, in form andsubstance reasonably satisfactory to Nampa; and UWID paying the amount of any deductibleunder the applicable insurance policy. Notwithstanding anything to the contrary in the foregoing, in
the event that the replacement value of the damaged or destroyed improvements in connectionwith the Domestic Water System is less than $10,000., the same shall be considered withouteffect, without adjustment to the Purchase Price or assignment of insurance proceeds.
b. Condemnation. Should any entity having the power of condemnation bring anaction or otherwise indicate an intent prior to the Closing Date to acquire all or any portion of; orany interest in, the Domestic Water System, then UWID shall immediately notify Nampa asprovided in this Agreement. Nampa shall complete the purchase of the Domestic Water Systemwith UWID immediately appointing Nampa its attorney-in-fact to negotiate with said condemningentity as to Nampa s interest in the Domestic Water System and assigning to Nampa all amounts to
be awarded for such Domestic Water System.
14.NOTICES.
All notices, demands, requests, and other communications under this Agreement shall be
in writing and shall be properly served or delivered if delivered by hand to the party to whoseattention it is directed , or when sent, three (3) days after deposit in the U.S. mail , postage prepaidor when received when sent via facsimile, addressed as follows:
UWID-NAMPA PURCHASE AGREEMENT- 8
S:\Docs\Development Group Inc\Carriage HiII\AGR\UWID-Nampa Final.DOC
If to UWID:8248 W. Victory Road
O. Box 190420
Boise, ID 83719-0420
Attn: Gregory P. Wyatt
208/362- 7069 (fax)
If to Nampa:411 Third Street South
Nampa, Idaho 83651
Attn: Paul Raymond, P .
208/465-2261 (fax)
or at such other address or to such other party which any party entitled to receive notice hereunder
designates to the other in writing as provided above.
15.BULK SALES.
It is the opinion of the parties that any bulk sales laws or regulations do not apply to thetransactions contemplated by this Agreement. However, should any claim or legal proceeding be
made or commenced by a creditor based on the applicability of any bulk sales law or regulation to
the transactions, UWID shall indemnify, defend and hold harmless Nampa from the claim of suchcreditor under such bulk sales laws or regulations for any debt or obligation not expresslyhereunder assumed by Nampa.
16.MISCEllANEOUS.
a. Successors. This Agreement shall be binding upon and shall inure to the benefitof the parties hereto and their successors and assigns; provided , however, this Agreement shallnot be assigned by any party without the written consent of the other parties hereto, not to beunreasonably withheld.
b. Time for Performance Wherever under the terms and provisions of thisAgreement the time for performance falls upon a Saturday, Sunday, or legal Holiday, such time forperformance shall be extended to the next business day.
c. Entire Contract.This Agreement embodies the entire contract between the parties
hereto with respect to the subject matter hereof. No modification or amendment to or of thisAgreement of any kind whatsoever shall be made or claimed by UWID or Nampa shall have any
force or effect whatsoever unless the same shall be endorsed in writing and be signed by the party
against which the enforcement of such modification or amendment is sought, and then only to theextent set forth in such instrument.
d. Representation. All parties hereto have either been represented by separate legalcounselor have had the opportunity to be so represented. Thus, in all cases, the language hereinshall be construed simply and in accordance with its fair meaning and not strictly for or against a
party, regardless of which party prepared or caused the preparation of this Agreement.
e. Captions . The captions at the beginning of the several paragraphs, respectively,are for convenience in locating the context, but are not part of the text.
Governinq laws . This Agreement shall be governed by the laws of the State of
Idaho.
g.
Prevailinq Party If either party shall default in the full and timely performance of
this Agreement and said default is cured with the assistance of an attorney for the other party andbefore the commencement of a suit thereon , as a part of curing said default, the reasonable
UWID-NAMPA PURCHASE AGREEMENT- 9
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa FinaLDOC
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attorneys' fees incurred by the other party shall be reimbursed to the other party upon demand. In
the event that either party to this Agreement shall file suit or action at law or equity to interpret orenforce this Agreement hereof, the unsuccessful party to such litigation agrees to pay to theprevailing party all costs and expenses , including reasonable attorney s fees , incurred by the
prevailing party, including the same with respect to an appeal.
h. Time of Essence All times provided for in this Agreement or in any other
instrument or document referred to herein or contemplated hereby, for the performance of any act
will be strictly construed, it being agreed that time is of the essence of this Agreement.
i. Riohts. This Agreement shall not confer any rights or remedies upon any person
other than the parties hereto and their respective successors and permitted assigns.
j.
Counterparts . This Agreement may be executed in one or more counterparts each
of which shall be deemed an original but all of which together will constitute one and the same
instrument.
k. Interpretation. In the event any term or provisions of this Agreement shall be held
illegal , invalid or unenforceable or inoperative as a matter of law, the remaining terms and
provisions of this Agreement shall not be affected thereby but each such term and provision shall
be valid and shall remain in full force and effect.
I. Survival.The terms, provisions, agreements and indemnities shall survive the
closing of the transaction contemplated herein and the delivery of the deed , and this Agreement
shall not be merged therein , but shall remain binding upon and for the parties hereto until fully
observed, kept or performed.
m. Authority. Each party represents to the other that it has authority to execute this
Agreement and to perform all of the terms and conditions required of them as provided under this
Agreement.
IN WITNESS WHEREOF, the undersigned, being duly authorized, have executed this
Purchase Agreement as of the date set forth first above. SELLER: BUYER:
UWID:
United Water Idaho Inc., an Idaho
corporation
Schedule of Exhibits:
Exhibit A:
Exhibit B:
Exhibit C:
Exhibit D:
Exhibit E:
Legal Description of Carriage Hill Subdivision
Legal Description of the Well Lot
Permitted Exceptions
Warranty Deed
Bill of Sale
PURCHASE AGREEMENT - 10
C:\WINDOWS\TEMP\UWID-Nampa Purchase Agr1.DOC
State of Idaho
Canyon County
On this 19th day of April, 2004, before me, the undersigned, a Notary Public in and for said
State, personally appeared Stephen Kren and Diana Lambing known to me to be the Council
President and the City Clerk, of the City of Nampa, Idaho, a municipal corporation, who
executed the foregoing instrument.
In Witness Thereof, I have hereunto set my hand and affixed by official seal, the day and year in
this certificate first above written.
f)j~~i: J3~
Deborah L. Bishop
Residing at: Nampa, Canyon County, Idaho
My Commission Expires: 6/13/2007
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EXHIBIT A
LEGAL DESCRIPTION OF CARRIAGE HILL SUBDIVISION
HUBBLE ENGINEERING, INC.
9550 Bethel Court. Boise, Idaho 83709 208/322-8992 . Fax [phone]'()329
Project No. 9420100 May 5, 1999
CARRIAGE HILL PROJECT DESCRIPTION
NAMPA, IDAHO
A parcel of land located In the NE1/4, SE1/4, and .SW1/4 of Section 31, T.3N.2W., 8.M.. Canyon County, Idaho, more particularly described as follows:
BEGINNING at the 1/4 comer common to Section 32 and the said Section 31 , fromwhich the southeast comer of said Section 31 bears South 00022'1311 East. 2582.70 feet;
thence South 89016'2011 West, 302.20 feet to a point:
thence South 19037'40" East, 96.90 feet to a point;
thence South 40024'03" East, 92.27 feet to a point;
thence South 36030'18" East, 118.29 feet to a point;
thence South 001:154'00" East, 445.00 feet to a point:
thence South 36002138' East, 234.96 feet to a point on the East boundary of said
Section 31;
thence along said East boundary South 00022'13" East, 395.95 feet to the South
1/16 comer;
thence along the South boundary of the North 1/2 of the SE1/4 South 88052'5711West, 2644.66 feet to the C-S 1/16 corner;
thence along the North-South mid-section line North 00023'55" West, 812.33 "feetto a point;
thence departing said tine North 33000'10" West, 587.74 feet to a point on the East-
West mid-section line;
thence along said line North 89015'43" East, 316.70 feet to the center of said
Section 31, said point being common to the southwest corner of Verde Hills SlJb-division
as same is recorded in Book 13 of Plats at Page 20, records of Canyon County. Idaho:
thence continuing along said line and the exterior boundary of said Verde Hills Sub-
division North 89"16'20" East, 1647.60 feet to a point;
Carriage Hili Project Description PQge 1 of 4
EXHIBIT A
EXHIBIT A -
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa Final.DOC
thence North 13059120" West. 77.28 feet to a poInt;
thence North 34024'00" West. 133.60 feet to a point;
thence North 5034'00" West, 104.25 feet to a point;
thence 94.53 feet along the arc of a curve to the left, having a radius of 117.25 feet,a central angle of 46011'20", and a long chord bearing North 28039'40" West, 91.99 feet
to a point:
thence North 51045'19" West. 6.00 feet to a point:
thence 95.41 feet along the arc of a curve to the left, having a radius of 129.11 feet;
a central angle of 42020'2011, and a long chord bearing North 72055'30" West, 93.25 feet
to a point;
thence South 85"54'20" West, 44.60 feet to a point;
thence 83.62 feet along the arc of a curve to the right. having a radius of 91.27 feet,a central angle of 52"29'2011. and a long chord bearing North 67 "51 '00" West, 80.72 feet
to a point;
thence North 41 "36'18" West, 0.40 feet to a point;
thence 83.38 feet along the arc of a curve to the left, having a radius of 89.40 feet
a central angle of 53026'1811, and a long chord bearing North 68019'20" West, 80.39 feet
to a poInt;
thence South 84057'40" West, 213.75 feet to a point;
thence South 71053'40" West, 190.00 feet to a point;
thence South 77006'40" West, 258.00 feet to a point;
thence 179.63 feet along the arc of a curve to the right, having a radius of 100.
feel a central angle of 102023'39", and a long chord bearing North 51041'30" West, 156.
feet to a point;
thence North 00029'3911 West, 19.50 feet to a point;
thence 76.53 fee1 along the arc of a curve to the left, having a radius of 106.47 feet,a central angle of41a 11'OOll, and a long chord bearing North 21005'10" West. 74.89 feet
to .a point;
thence North 41040'33" West, 2.00 feet to a point;
Carriage Hili Project DescrlpUon Page 2 014
EXHIBIT A
EXHIBIT A - 2
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thence 78.18 feet along the arc of a curve to the right, having a radius of 150.
feet, a central angle of 290 50'40", and a long chord bearing North 26045120" West, 77.
feet to a point;
thence North 11050'00" West, 42.84 feet to a point;
thence 94.45 feet along the arc of a curve to the left, having a radius of 116.38 feet,a central angle of 46030'00", and a long chord bearing North 35005'00" West, 91.88 feetto a point;
thence North 58020'00" West, 240.00 feet to a point;
thence North 46033'00" West, 166.06 feet to the northwest corner of said Verde
Hills Sub--divislon lying on the North-South mid~section line;
thence along said line North 00023142" West, 1658.07 feet to the North 1/4 comerof said Section 31;
thence along the North boundary of said Section 31 North 90~OO'00" East, 1687.feet to a point in the center of the Deer Flat Nampa Edwards Canal;
thence along the center of said canal South 47038'42" East, 140.20 feet;
thence 165.19 feet along the arc of a curve to the right having a radius of 1000 feet
a central angle of 9027'52" and a long chord bearing South 42054'46" East, 165.00 feet toa point;
thence South 380 10'42" East, 643.40 feet to a point;
thence 203.14 feet along the arc of a curve to the right, having a radius of 1200 feet,
a central angle 0(9041'58" and a long chord bearing South 33"19'43" East, 202.90 feet to a point;
thence South 28028'42" East, 438.20 feet to a point;
thence South 40000'42" East, 20.46 feet to a point on the South boundary of the
North 1/2 of the Northeast 1/4;
thence departing the center of the Deer Flat Nampa Edwards Canal along said
South boundary South 89038'23" West, 675.66 feet;
thence South 00022'36" East, 257.70 feet to a point;
thence 89038'23" East, 263."00 feet to a point;
Carriage Hili Project Description Page 3 of 4
EXHIBIT A
EXHIBIT A - 3
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa FinaLDOC
thence South 001)22'36" East, 32.80 feet to a point,
thence North 89"38123" East, 127.00 feet to a point;
.thence South 00022'36" East. 160.00 feet to a point,
thence North 8~r'38'23" East, 305.00 feet to a point on the East boundary of said
Section 31;
thence along the East boundary South 00022'36" East. 840.54 feet to the Point of
Beginning. Containing 198.64 acres, more or Jess.
. SUBJECT TO: Rights-of.way for Middleton Road, Iowa Avenue, and other
easements of record or use.
Prepared by: .
HUBBLE ENGINEERING, INC.
DTP Ivw/CarrfageHiII D. Terry Peugh, P.LS.
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EXHIBIT A
EXHIBIT A - 4
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa FinaLDOC
EXHIBIT B
LEGAL DESCRIPTION OF THE WELL LOT
Lot 14 , Block 1 of Carriage Hill Subdivision No.1 as recorded in Canyon County, Idaho as
Instrument No. 9909068.
EXHIBIT B
S:\Docs\Development Group Inc\Carriage HiII\AGR\UWID-Nampa FinaLDOC
EXHIBIT C
PERM ITTED EXCEPTIONS
1. Any facts, rights , interests, or claims which are not shown by the public records but which could
be ascertained by an inspection of the land or which may be asserted by persons in possession , or
claiming to be in possession , thereof.
2. Easements, liens, encumbrances, or claims thereof, which are not shown by the publicrecords.
3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any other facts
which a correct survey of the land would disclose, and which are not shown by the public records.
4. Any lien, or right to a lien, imposed by the law for services , labor, or material heretofore or
hereafter furnished, which lien , or right to a lien , is not shown by the public records.
5. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts authorizing
the issuance thereof; (c) Indian treaty or aboriginal rights , including, but not limited to, easements
or equitable servitudes; or, (d) water rights, claims or title to water, whether or not the matters
excepted under (a), (b), (c) or (d) are shown by the public records.
6. Taxes or assessments which are not now payable or which are not shown as existing liens by
the records of any taxing authority that levies taxes or assessments on real property or by thepublic records; proceedings by a public agency which may result in taxes or assessments, ornotices of such proceedings, whether or not shown by the records of such agency or by the public
records.
7. Any service, installation, connection, maintenance or construction charges for sewer, water
electricity, or garbage collection or disposal or other utilities unless shown as an existing lien by the
public records.
8. Defects, liens, encumbrances, adverse claims or other matters, if any created , first appearingin the public records or attaching subsequent to the effective date hereof but prior to the date the
proposed insured acquires of record for value the estate or interest or mortgage thereon covered
by this Commitment.
9. Liens and assessments of the NAMPA MERIDIAN IRRIGATION DISTRICT, and the rightspowers, and easements of said district as by law provided.
10. Powerline easement as granted to IDAHO POWER COMPANY, a corporation, by instrumentrecorded July 5, 1957, as Instrument No. 445799, of Official Records; including the right from time
to time to cut, trim , and remove trees, brush , overhanging branches and other obstructions which
may injure or interfere with the Grantee s use, occupation, or enjoyment of this easement and the
operation, maintenance and repair of Grantee s electrical system.
11. Terms, conditions , provisions and obligations set forth in that certain Development Agreementfor Carriage Hill Subdivision between COUNTY OF CANYON , a political subdivision of the State of
Idaho , and CARRIAGE HILL, LLC, an Idaho Limited Liability Company, recorded August 31 , 1998as Instrument No. 9832513, of Official Records.
12. Protective Covenants, Conditions, Restrictions and/or Easements, and other matters imposedby Instrument recorded May 7, 1999, as Instrument No. 9918078, of Official Records.
EXHIBIT C -
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa Final.DOC
This exception omits any covenant, condition or restriction based on race, color, religionsex, handicap, familial status, or national origin as provided in 42 U.C. Section 3604
unless and only to the extent that the covenant (a) is not in violation of state or federal law
(b) is exempt under 42 U.C. Section 3607 , or (c) relates to a handicap, but does notdiscriminate against handicapped people.
Amended by instrument recorded May 7, 1999, as Instrument No. 9918079, of OfficialRecords.
Amended by instrument recorded August 17, 2000, as Instrument No. 200028959, of
Official Records.
Amended by instrument recorded March 25, 2002 , as Instrument No. 200213690, of
Official Records.
13. Liens, Levies and Assessments if any, of CARRIAGE HILL SUBDIVISION NO.
NEIGHBORHOOD ASSOCIATION , INC. as provided for in instrument recorded May 7 , 1999, asInstrument No. 9918078, of Official Records and in any amendments or supplements thereto.
14. Easements, reservations, restrictions and dedications , if any, as shown on the official plat of
said subdivision.
15. Acts of Buyer.
EXHIBIT C - 2
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EXHIBIT D
After recording send to:
JoAnn C. Butler
Spink Butler, LLP
O. Box 639
Boise, Idaho 83701
FOR RECORDING INFORMATION
WARRANTY DEED
United Water Idaho Inc., an Idaho corporation, hereinafter referred to as "Grantor " for
valuable consideration , the receipt and sufficiency of which are hereby acknowledged , does herebygrant, bargain, sell , convey, and warrant unto the City of Nampa, an Idaho municipal corporation
hereinafter referred to as "Grantee " whose address is 411 Third Street South Nampa, Idaho83651, the real property located in Canyon County, Idaho, more particularly described as follows
hereinafter referred to as the "Premises.
Lot 14, Block 1 , Carriage Hill Subdivision No., Canyon County, Idaho, according to the
plat filed in Book 26 of Plats, Page 29, records of said County; as Amended by Affidavit
Authorizing Correction to Plat recorded May 7, 1999, as Instrument #9918077, including allground water and ground water rights , pumps , buildings, sources of supply, and other
improvements in connection with such groundwater and groundwater rights, and sourcesof supply; and excluding surface water and surface water rights, ditch and ditch rightsminerals and mineral rights , and irrigation equipment.
TO HAVE AND TO HOLD the Premises, together with its tenements, hereditaments andappurtenances thereto belonging or in any way appertaining, the reversion and reversions
remainder and remainders, rents, issues and profits thereof, including, without limitation , all waterand water rights, ditches and ditch rights, water storage rights , the right to ground water, middlerights, easements, and rights of way, unto Grantee and Grantee s heirs, successors and assignsforever. And Grantor does hereby covenant to and with Grantee that Grantor is the owner in fee
simple of the Premises; that the Premises are free from all liens, claims and encumbrances, andthat Grantor shall warrant and defend the same from all claims whatsoever.
IN WITNESS WHEREOF, the undersigned have caused their names to be hereuntoascribed this day of ,2004.
UNITED WATER IDAHO INC.
an Idaho corporation
By:
Gregory P. Wyatt, Vice President
EXHIBIT D -
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. .
EXHIBIT E
BILL OF SALE
United Water Idaho Inc., an Idaho corporation, whose address is 8248 Victory Road, Boise, Idaho 83709
Seller"), for valuable consideration , the receipt and sufficiency of which are hereby acknowledged , does hereby sellassign, transfer, and set over to City of Nampa, whose address is 411 Third Street South , Nampa, Idaho 83651Buyer"), the following property described on Exhibit A, attached hereto and made a part hereof (the "Property
Seller hereby represents and warrants to Buyer that Seller is the absolute owner of the Property, that theProperty is free and clear of liens, charges and encumbrances, that Seller shall defend the same from all claimswhatsoever, and that Seller has full right, power and authority to sell said Property and to make this Bill of Sale;provided , however, Seller has neither made nor makes any warranties , whether expressed or implied, concerning the
condition of the Property, and Buyer takes and receives the Property "AS IS
" "
WHERE IS " with "ALL FAULTS.
IN WITNESS WHEREOF, Seller has signed this Bill of Sale this day of 2004.
UNITED WATER IDAHO INC.
an Idaho corporation
By:
Gregory P. Wyatt, Vice President
EXHIBIT E -
S:\Docs\Development Group Inc\Carriage HiIl\AGR\UWID-Nampa Final.DOC
. .
EXHIBIT E
EXHIBIT A TO BILL OF SALE
Physical Description of Domestic Water System
Distribution System
1839' - 8" PVC Water Main
1281' - 12" PVC Water Main
29 - 1" Domestic Services
1 - 3" Irrigation Service
5 - 6' Fire Hydrants
Source of Supply
16' x 32' Well House
18" Supply Well
Mechanical Piping
2 - Submersible Pumps
Communication, Control , Telemetry Equipment
Land
Well Lot
Associated Landscaping
Irrigation System
EXHIBIT E - 2
S:\Docs\Development Group Inc\Carriage Hill\AGR\UWID-Nampa Final.DOC
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CARRIAGE HILL.. LLCO. BOX 1184-
NAMPA. 10 83653
,-
UnitedWater$C) d lPOJ - &3
oJ?fJ C.
EXHIBIT E - 4
S:\Docs\Development Group Inc\Carriage HiII\AGR\UWID-Nampa FinaLDOC
EXHIBIT
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Namp~ Cit~ Clerks Office 4652314
RESOLUTION NO. 20-2004
A RESOLUTION DECLARING TI-IE INTENTION OF TIIE CIW COUNCIL OF THECITY OF NAMPA, IDAHO, TO ACQUIRE FROM UNITED WATER iDAHO, INC. THEWATER SOURCE FOR CARRIAGE HILLS SUBDMSION PHASE Do NAMPAIDAHO; TO CREATE LOCAL IMPROVE!\.iENT DISTRICT NO. 140 FOR NAMP IDAHO FOR THE PURPOSE OF PURCHASING THE WATER SOURCE FORCARRIAGE HIL~S SUBDIVISION PHASE FROM UNITED WATER IDAHO, INC.BY' SPECIAL ASSESSMENTS TO BE LEVJED AND ASSESSED AGAINST TIIEPROPERTY WITHIN CARlUAGE HilLS SUBDMSION PHASE D BENEFITED BYSUCH ACQUISmON; DECLARING SAID ACQUISITION TO BE NECESSARY ANDDESIRABLE; STA11NG THE TOTAL COST OF THE LOCAL lMPROVB1vffiNTDISTRICT FOR THE ACQUJSlTION AND THE METHOD OF ASSESSMENT; FlXINGA TIME IN WHICH PROTESTS AG.AINST THE PROPOSED ACQUISITION OR THECRBA TrON OF THE LOCAL IMPROVEMENT DISTRICT MAY BE FILED IN THEOFFICE OF THE CJ.1Y CLERK; FJxrNG A TIME WHEN SUCH PROTESTS SHALL BEHEARD AND CONSIDERED BY THE COUNC~; AND DIRECTING NOTICETIIEREOF TO BE GIVEN.
WHEREAs~ the City Council of the City of Nampa, Idaho deems it to be inthe best interest of the City to acquire from United Water Idaho, Inc. the water source for
Carriage Hills Subdivision Phase II. hereinafter particularly described, which is currentlyundeveloped land within the corporate limits of the City; and
WHEREAS, the City Council of the City ofNampa; Idaho deems it necessary
and desirable to create .'Local Improvement DisTriCt No. 140 for the Acquisition oCtile WaterSource for Carriage Hills Subdivision Phase Ir' for the purpose of purchasing the waterSOUrce for Caniage Hills Subdivision Phase IT from United Water Idaho; Inc. and providingfor the payment of the cost thereof; and
WHEREAS, the total cost of the Local Improvemertt District for theacquisition of the water source for Carriage Hills Subdivision Phase fi-om United WaterIdaho, Inc. is tbe sum of $250 000.00; and
WHEREAS:! the City Council proposes to defray the cost of said acquisitionby special assessments to be assessed on a square foot or per lot basis against the property of
Carriage Hills Subdivision Phase II benefited by the acquisition of tho water source forCarriage Hills Subdivision Phase n from United Wa~ Idaho, Inc. in the Local ImprovementDistrict to be funned.
NOW~ THEREFORE BE IT RESOL VED BY THE :MAYOR ANDCOUNCIL OF THE CI1Y OF NAMP At IDAHO:
The City of N ampa, Idaho does hereby declare its intention to acquire fromUnited Water Idaho. Inc. the water SOurce for Caniage Hills Subdivision Phase II, N ampa,Idaho, to be known as;
LOCAT r O~J : 4652314 RX TIME 07/20 '04 09 :40
I 1 LC I\lV. ~-4V ( / C-0 V~.l:;) .:;)C 1 U . ;:)1'-' 11\11'-. t:SU I LLK, LLI'-'r H/\ . CVO 000 .L JV rH'-:IL 0/ 1.
N~mpa Ci~~ Clerks Office 46~23 14 p.
Local Improvement District No. 140 for the Acqui5ition of1he
Water Source for Carriage Hills Subdivision Phase!r'
the cost of which is to be levied and assessed on a square foot basis against the property of
Carriage Hills Subdivision Phase II more particularly described as follows, benefited by
such acquisitio~ to-wit:
(Legal Description ofCamage Hi13s Subdivision Phase U)
Protests against said proposed acquisition or the creation of Local
Improvement District No. 140 to be formed to pay for the cost of purchasing the water
source for Carriage Hills Subdivision. Phase II from United Water ldaho~ Inc. may be filed in
the office of the City Clerk in writing on or before Monday, the 19th day of July, 2004, at
5 =00 p.m. At 7 :30 p.m. on said day in the Council Chambers of City HalJ, 411 3tO Street
Souths Nampa, Idaho, such prote$ts shall be heard and considered by the City CounciL The
City Clerk is hereby directed to give nonce of the passage of this Resolution; of the time
within which proteStS against the proposed acquisition trom United Water Idaho, Inc~ of the
water source for Carriage Hills Subdivision Phase n or the creation of Local Improvement
District No. 140 to pay for the cost of purchasing the water source may be filed; the date
when such protests will be heard fUld considered by the Council; and the total cost to acquire
from United Water ldaho~ Inc. the water source for Carriage Hills Subdivision Phase II.
Nampa, Idaho; and shall therein refer to this Resolution on file in her office for further
information in regard thereto. Said notice shall be published in the official newspaper of the
City of N ampa, and 8 copy of such notice shall be mailed to each owner of property located
within Carriage Hil1s Subdivision Phase U if the owner be kno~ or to his agent if his agent
be known) addressed to such person at his post office address if known or, if his post office
address be unknown~ to the post o1nce in Nampa, Idaho. The Clerk shall cause the last
publication to be made and said notice shall be mailed at least ten days before July 19, 2004
which is the date set for the expiration of the filing of protestS. She shall file in her office
proof of publication of said notice and shaH make and file in her office an affidavit showing
the mailing of such notices.
PASSED BY THE COUNCIL OF THE CITY OF NAMP A) IDAHO, THIS DAY OFJuly 2004.
APPROVED BY TIIE MAYOR OF THE CITY OF NA1v1P A, IDAHO, THIS DA Y
OF July 2004.
. .
Mayo
Attest:
City Clerk.
LOCAT I (IN: 4652314 RX TIME 07/20 '04 09 :30
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4 '
. .
DAH
, SU RVEY
GROUP
1-450 'East Waterwwe.r $t.
Suite: r 50
Meridian. Idaho 8'3642.
Phane (2~) 846-8.S70 '
(208) ~S3'9
-,---, , ,
Project No. 04-067 Parcel II
Carriage Hill
June 21, 2004
, A,paroe:lofland located in the North Y2 of the SE Y. ofS~on 31, T. 3N., R. 2W., S.
Canyon Countyi Idaho!! more particularly described as follows: Commencing at the Yo. comer
cOmmon to Section 32 and the said Section 31, from wbich the soufueast comer of said Section
31'
~ $'
~uth Ooo 13.' EaSt 2582,70 feet; thence along the East-West mid~s~tion lin~ South
89~16'20n W~~ $92.20 fc~ to the REAL POINT OF BEGINNING.
!pence South 19Q3T'40~' E~ 96.90 feet;
.. .., ,
11)enee South 40o24~O3~7 East" 92.27 feet;
~~ce :Soutb '36030 ~ 19n East" 118.29 feet;
, ,, ', ,,.." '
" Then~'South OO~S4'OO" ~~ 445.00 fce~
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ria~ :South 36002)3'8" Bast,'234.96 feef to a point an the ~t' boUX1dSIy'of sajd secnon
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ii~~ong~~d po~ South 00022'13" But, 395 ,95 f~tt~fue SOUfu 1i16 comer
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TIieri,ce al~:qg tb.e,SO1i~'bo~dary of the North ~ oithe SE~, South,88c S2I ST.' Wes~
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1223.4(J:feet;.
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: ThenceNo.rtb9 10 01. West~ 78.29 feet;
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:Th~ce ~orth 7a OO~43:J:J W~ 94.64 feet~
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Prof.!II:~iandl land .sut"vevGrj
LOCATION :4662314 RX TIME 07/20 1 04 09: 30
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N~mpa Cit~ Clerks OFfice 4652314 f. 3
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, Thence 34.45 feet along the arc of a. curve to the left~ baving a. radius of ,172.feet. a,
central angle of 11 "28' 39,J and a l~ng chord bearing North 12045 '031' West, 34.40 feet;
~ence North 71030)38!t1 East. 131.75 feet;
" '
" TI1ence North 38031) 587) Bast1 100.11 feet;
, '
Thence ,North S4Q.111 38~' West 100.61 feet;
Th~nce North 14044) 17JU East, 146.36 feet;
Then~ North 4034 '33" E~ 50.00 feet;
~ce N?~ 85O2S727'1 We~ 67.36 feet;
~r:nce North 1028'46" East, 228.07 feet to a point OD the East-West mid-section line;
Thence deParting sa.1d eastalyboundaryNorth 890 16'20" EaSt1 1095.11 feet to theroint
ofBe~T1niTJ~tairti~g 37-96 acres
..
more or Jess.
Sllbj~ to right-of-way for Middleton Road and Iowa Avenue.'
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N~mpa C i Clerks Of'fice 4652314
t-'H~t.
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6/ 17. ...
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144
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114
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LOCAT I ON: 4662314 RX TIME 07/20 O4 09 :30
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Nampa Cit~ Clerks OfTice 4652314
, .:.... . ..,. '
IDAHO
SURVEY
GROUP
. 8450 EutwaiertQWer St.
S~1t= ,SO
Merldian. Idaho 83642
Phon. (208) ~-8570
Fax (208) 88+-5399
Project No- 04~Oq7 . Triangle Dairy JWle 21,. 200
. .
A paTCel of1and located in the North % of the NE Y1 of Section 31 , T. 3N'1 R. ,2W -1 ~.
Canyon CoUnty~ Idaho. more: particularly descn"bed as follows: BEGINN1NG at the ~ comer~on to 'Section 30 and the said Section 31 , fi'om which the northeast corner of said Section
1 bears Nol'$'9OoQO'OQu Eas~ 2646.14 feet~
. .
Thence North QOoOO'OO'~ E~ 994.25 feet;
ThODce,South QOcQO'OO" East, 795.91 feet;
Thence NorU190o00:JOHH Bast, 990.51 feet;
,. . '' '. .
' Thence South OOQOOJ oo~. W. est, 499.64 f~ to a point on the south boundary of th~, North.
.' '' . ..~.:
of.th~ NE
y'~. ' " ... .. ', ,, ,, "' '
1Jlep.~:a1Qpg said boundEII'Y South 89~38'23.! West 1975_78 feet to 'the c..N 1/16 comer;
" ,, ,, .: ':. :, ,;: '..,\ ' ,
, ' "~en~ Nop:n 90~23'42" West, 1308.00 feet to the Point ofBegi~tting. Conta.~niT1g 41~O8 '
, ': ,' ": ':' .
~s? ril~re ol' l~s
~,
$~aY: ~a, rotjuJ.! ditch, and canal :rights-of-way of record or uie.,
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LOCA T I ON : 4662314 RX TIME 07/20 1 04 09 :30
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LOCATION ~4652314 RX TIME 07/20 04 09:30
rH'-:IC ~/ 1'(
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30
J I 11-
210
209
179
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Nampd Cit~ Clerks a~~ice 4852314
, "
DAH
SURVEY
GROUP
1450 Ean w.tf:rtQ~r St.
Suite 1 SO
Maridiat1. Idaho 83642
Phone [phone]
Fax (208) ,884-S3CJCj
Project :N"o. 0+-067 Parcel ill
Carnage Hill
June 24~ 2004
, A parcel of land located in the Northeast ~ ofSecnon 31, T. 3N.~ R. 2W., B.M.,
~apYQn C9unty ~ Idaho, more particularly descnoed as follows: Commencing at the
, ' "
,comer ,~ominon to Section 30 and the said Section 31., from which the Northeast comer of
, '
~~d ,SeCtion 3.1 beatS North 90000'0011/ East, 2646.14 feet; thence alons the ~ortb--Sou~
~d-section line South Ooo2~~42" Bast, 1308.00 feet to the C-N J/16 comer ~,the
, ,
REAL 'POINT OF BEGINNING.
, "
' rmmc~ along the South line of the North ~ ~fthe NB Y4 North 89038'23" East,
1950.5.0 feet;,
:.. ', '; , ,, , ., ':, ", ,'~~~,
Sciutb 00022'36" Eas~ 257.70 feet;
. "y:.:~,
;:QCJtb ~orth 89 38'23" East, 263.00 fee
, ', ::::~:~:
~6e So ~th~oo22'36" East, 32.80 feet;
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8S? 38 2~ Eas~ 127.00 feet;
::/::':(;::";:,:,.':": ": ,: ', ::::~,' ,\/,
~~ce S~u:ip.'-ooo22~6~~ ~ 160,00 feet;
", '. '.. . .':;~:~,~;;:":~,' '' ", :" ,"" , ,, '' ,, "" '' ,.': ', ''/'
;:,,:~~~e'~~~ 89Q
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~3~~ Eas~ 305.00 feet to a ~t on tb~~ast li~e '~fsa~d.'
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Pi~ge Sou$ OO~22'36" East, 840.54 feet to the East ~ QOPler. of said S~ctfori. 3.1;'
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,r~~~~6~:~~~g ~e ~st-West mid.sectioc line South 89,oi6~70J"W~st, 997.5-ife~t
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cOfu.er of Verde Hills Subdivisio~ as samei~~C(?~e4 in Book 13 of"
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~1~t~.a!..~age20 :recor~()fCanyonCounty~Idaho
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/ih~~e a1~g the ,eXt~or bouDdary of said subdivision :North J. 3 os ~'~o,; w ~t;
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, Th~Jlce:N~rth 34Q OOJt West, 133.60 feet;
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LOCATION :4652314 RX TIME 07/20 '04 09 :30
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Nampa Cit~ Clerks Office 4662314 r-H~t. 10/ 1'(
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, Thence North 5c34'OO" West, 104.25 feet;
Thence 94.53 feet along the ,arc of Ii curve to the left, having a radius of 117.25
feet, a:centra1 angle of 460 111 20"3 and a long chord bearing North 28O39'40n W~'9L99
teet; ,
.Tllence North ?lO4S'19u West, 6.00 feet;
, Thence 9"5 AI feet along the arc of a curve to the left, having a radius of 129.
feet; a central angle of 42020'20", arid a long chord bearing North 72055'30" West, 93.
feet.
, ,
Thence South 8SQ54'20" West) 44.60 feet;
' Then~ 8~ .62 fe~ along the arc of a curve to the right, baving a. radius of 91.
fee~a centra1 angle of 52029'20":) and ,a long chord bearing North 67051 '00" West, 80.
fee~,
" ,
The~~ North ~1 36"' 18" West,-40 feet;
, ':, ," ,
Thenve 83 :~8 feet along the arc of a curve to the left having a radius of89.40 feet,
,~~en~,m~~ ~f?3O26'18"J an~ a long chord bearlngNorth 68019'20" West, 8~.39 feet;
, '" ,, ": '.',,: '
: Th~.South 84c:.57)40)~ West, 213.75 feet;
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Thence S'ou1h 71053740" West, 190.00 feet;
. ,~/;
~Lcei ~~uth 7;006'40" West. 258.00 feci;
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Th~~~' i7'~t ~ong ,the arc of a curv~ to 1he right, ba$g
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, f~;~~'t~ang~~ofl02Q23'39'~andalongchordbearingN0$5~'o 41~3O"~W~st,
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:::t,:;fb.~~~~~~O9~2~~39"Wes~'~9.50fEet; '
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:':"J:(jl1.enC;e,7~'~~3:Je(~t."R3.Ong the ate of a curve to the left, ~Yirig a radiUs 0(106.47
, ': "', '" ~ '' _", ,'/ ", ', ' .. ' , : "' :
" :(e~t"~ b~AAta4g1e:of 4.!~,11 'OO~\ and a long chord bearing N9~ 21~O5')o.':J Wes~ 74~89 ,
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TheD;~ :N"o~ 41P40'Wes~ 2wOO feet;
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h~~: 8:i 8' ~e~ :al~g the ar ~fa curve to the right, having ~ ~diUsoh 50 ,
, '.. " "
:, f~~~) a ~e~ttaI ,angl~ 'o(29O~O'40)\ and a long chord bearing North 26c4S'20.Wes~ 77.30,
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.feet.
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LOCATION :4652314 RX TIME 07/20 1 04 09 :30
"~.~~~ """'-"""""'""1" ... "" . """".L.L.J . vr .L I ~I" UV I L-~I \., L-L-I I "", '-"oJ"" """""" ... .... .... ...I M'-::IL:.11/ 1 Nampa Cit~ Clerks Office 4852314 F. S
Thence North 11 0 50'00" W~st, 42.84 feet;
Thence 94.45 feet along the arc of a curve to the left, haviug a radius of 116.
feet, a central angle of 46030~OO1;/j and a long chord bearing North 35O05'OO~~ West, 91.feet;- '
Then~e N'?rth 5 8a 20'OO~';\ West) 240.00 feet;
Thetlce North 46O33~OOu West) 166.06 feet to the Northwest comer of said Verde
~l1s Subdivision lying on the Norfh-South mid-section H:ne;
Thence along said line North OQO23'42U West, 350.07 feet to ~e Point-of
gipnitig. Containing' 55..11 acres, more OT less.
PTep~
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'.50 Watertower St.'
Suite ISO'
M.,-\cQn, \dahQ 83642.'
Phaf\e (208) ;846-~70
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F~ (208) S399
Project Ne. 04...Q,Triangle Dairy
Parcel IV
, June 24;2004
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A p~cel of1a.nd located in the North Y2. of the NE ~ of Section 31 , T.. 3N.
2W'' B.M., Canyon County, Idaho, more particularly described as fa.l1ows:
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Co~cncing at the comer common to said Sections 29) 30) 32 and the said Sec~on
, from which th~ ~ comer common to said Sections 30 and 31 bears Squth
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90abosOQ:':' West, 2646.14 feet;
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" Deer Fhit-Nampa'Canal and the REAL POINT OF BEGINN1NG.
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1);\e;ri~along the ar:c, of a 1000.00 feet radius curve to the right, said curV~ '
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, , liavjrig 'aq' atC 1eri~:ot165.9 feet; a central angle of9Q27)52~~, and a long 'ch0r4
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" ~~ch'b~~ $outh 4~o54:J46n Bast, 165.00 feet;
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Thk~ S~uth,381?10'42u East, 643.40 feet;
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T~~Qe31qng *~ arc ora 1200.00 feet radius curVe to th~rig1it"saidcurve'~ ,
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ax~ 1~gth,of203.14,feet, a Central angle,of9Q41 Jl58'~, and aJong ch~rir :
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Thence North 00000'0017 East, 504.53 feet to a point on 'the North boundary
of said Section 31;
Thence North 90000'00)) East, 402.27 feet to the Point of Begi'QniT1
Prepared By:
Idaho ~urvey Group, P .
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IDAHO
SURVEY
GROUP
14$0 Wate~W4r St. "
Sutu: I SO
M~ridlan ' tdaho 83~2
Phone (208) 'S46-857()
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Fax (208) "88"'5399
, Project No. 04-067 Shank 10.00 Acre June'24 ~ 2()04
A parcel of land located in the Northeast 14 ofSectian 31 j T. 3N.R. 2W~, B.
Canyon County, Idaho, more particularly described as follows: Commencing at the
comer common to Sections 29, 32 and the said Section 31, from which the Y4 OO1:D.efcommon to saj~ S~ctions 30 and 31 bears South 90000"00" West, 2646.14 feet; thenc
So~tJl90o00~oon Wes~ 1360.52 feet to the REAL POINT OF BEGINNING.
Thence South OOOOO~OOI' West; 504.53 feet;
Tben~e North 9QoQO)OOU East, 699.13 feet;
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, Thenc~ South' (jooOO'OO" East; 291.38 feet;
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LOCA T ION: 4652314 RX TIME 07/20 '04 09:
EXHIBIT E
United Water Idaho
Proposed Journal Entry to Record Carriage Hill Sale
(Assumes Closing As of October 15, 2004)
Account
Number Debit Credit
UNITED WATER IDAHO:
Advanced Plant- Reverse original cost plant; reverse book
amount of advance liability; reverse accum depr on refunds made;
book cash from City of Nampa
Plant in Service 101-000 354 905.
Advances for Construction 252-000 341 305.
Accumulated Depreciation 108-010 630.
Cash 131-000 969.47
354 905.354 905.
Contributed Plant- Reverse original cost plant; reverse CIAC;
reverse amort of CIAC
Plant in Service 101-000 127 010.
Contributions in Aid of Construction 271-000 127 010.
Accumulated Depreciation 108-010 881.
Accumulated Amortization of CIAC 272-000 881.
138,892.138,892.
Miscellaneous Plant & Other:
PIS Meters 101-000 000.
Accumulated Depreciation 108-010 231.
MJ Cost #2537 & 2842 186-025 5,409.
Legal & I PUC Filing Expenses 143-000 500.
Refunds Payable to Carriage Hill closing 232-000 10,400.
Cash 131-000 078.
Total UWID Debits and Credits
309.309.
518,107.518 107.
Total Cash 36,047.
EXHIBIT F
Paul Raymond, P.
Public Works Director
Carla Carrell
Executive Assistant
Public Works Department
August 6, 2004
Joe Miller
420 W. Bannock
Boise, ID 83702
RE: Carriage Hills Subdivision
Dear Mr. Miller:
The City ofNampa has an agreement with United Water for the city to purchase the
water system at Carriage Hills Subdivision. I have reviewed the application that is being
submitted to IPUC concerning this transaction.
The city has the resources and the operational expertise to provide safe and reliable water
service to this subdivision. This transaction is consistent with the vision Nampa has to
provide water to any parcels of property within the scope of our capabilities.
As the Public Works Director of the City ofNampa, I believe this transaction is the best
move, not only for Carriage Hills Subdivision, but also for the orderly growth of the
entire city.
Thank you for your assistance.
Sincerely,
Paul Raymond, P .
Public Works Director
City of Nampa . 411 Third St. So., Nampa, 10 83651 [phone] raymondp~ci.nampa.id.
EXHIBIT G
July 30, 2004
Idaho Public Utilities Commission
472 W. Washington
Boise, ID 83720
RE: United Water Idaho sale of Carriage Hill water system to City of Nampa
Dear Commissioners:
I am writing this letter in support of the proposed transaction between United Water
Idaho and the" City ofNampa that would transfer the ownership of the water system
serving the Carriage Hill subdivision from United Water to the CityofNampa. I
supporting and urge your approval of the transaction for the following reasons:
The city ofNampa has recently annexed the Carriage Hill subdivision property
owned by members of Carriage Hill LLC.
As contemplated in the transaction, the interconnection of the existing Carriage Hill
water system with the City ofNampa s water system will provide a second source of
supply for the system. This second source is required by the Idaho Department of
Environmental Quality rules.
The second source of supply ensures a reliable water supply and enables our
continued expansion of the subdivision.
Without the connecting line as the second source we, as developers, will be required
to spend a considerable amount of money to drill and equip a new well as the second
source.
As I understand it, Nampa s water rates are somewhat lower than United Water
rates.
I" have reviewed the Application prepared by United Water and believe it correctly
describes the transaction and surrounding circumstances.
$2~L
Wilham D. T ate
President, Development Group, Inc.
Managing Member
If I can provide any further information, please contact me at 461-2556.
Sincerely,
Development Group, Inc. P.O. Box 1184 .
EXHIBIT H
United Water Idaho
8248 West Victory Road
O. Box 190420
Boise, Idaho 83719-0420
telephone [phone]
facsimile 208-362-1479
August 6, 2004
Dear Resident of Carriage Hills Subdivision:
As you know, United Water Idaho has owned and operated the domestic water system in the
Carriage Hills Subdivision since 1999. Recently, United Water and the City ofNampa
entered into an agreement enabling the City of N ampa to purchase the domestic water system
from United Water. We anticipated that the sale would be complete by mid-October 2004.
Thereafter, the City s municipal water system will be connected to the Carriage Hills system.
There, of course, should be no disruption of water service to you.
United Water believes the sale, and subsequent operation of the system by Nampa, will be
beneficial for these reasons:
Nampa has adequate source of supply and operational capability to provide safe
and reliable water service to the subdivision.
Connection ofNampa s distribution system to the Carriage Hill domestic water
systeln will provide a second source of supply as required by Department of
Environmental Quality rules thus insuring reliable water supply to the subdivision
and permitting further expansion of the subdivision.
The rates charged by N amp a for domestic water service are lower than the rates
charged by United, and customers within the subdivision will therefore experience
a decrease in the cost of domestic water service.
Because United Water is regulated by the Idaho Public Utilities Commission, United Water
has filed an Application with the Commission for approval of the sale. A complete copy of
the proposal is available at the Commission s office at 472 West Washington Street, Boise
Idaho. It will also be available on-line at the Commission s website:
http://www. puc. state .id. us/FILEROO M/water/water .htm
You can also file a comment on the Application via the Commission s website at:
http://www.puc.state.id.us/scripts/polvform.dll/ipuc
Or mail comments to:
Idaho Public Utilities Commission
O. Box 83720
Boise, Idaho 83720-0074.
Sincerely,
Gregory P. Wyatt, General Manager