20070110Application.pdf

McDevitt & Miller LLP
Lawyers
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420 W. Bannock Street &i'.\ \ 0 O\'~ \2: 51
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Boise, Idaho 83702
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January 10, 2007
Chas. F. McDevitt
Dean J. (Joe) Miller
Via Hand Delivery
Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington St.
Boise, Idaho 83720
Re:Case No. UWI-07-
Dear Ms. Jewell:
Enclosed for filing, please find the original and seven (7) copies of United Water Idaho
Application and Request for Modified Procedure. Also enclosed are nine (9) copies of the
testimony of Gregory P. Wyatt, with a copy designated as "Reporter s Copy . A computer disc
containing the testimony is also enclosed.
Kindly return a file stamped copy of this letter and Application.
Very Truly Yours
wt~LDean J. Miller
DJM/hh
Enclosures
ORIGINAL
Dean J. Miller (ISB No. 1968)
McDEVITT & MILLER LLP
420 West Bannock Street
O. Box 2564-83701
Boise, Idaho 83702
Tel: [phone]
Fax: [phone]
ioe(iV,mcdevitt-miller .com
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UTILITIES CLi;:~\ .);)1 '
Attorneys for United Water Idaho Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION OF
UNITED WATER IDAHO INC., FOR
AUTHORITY TO AMEND AND REVISE
CERTIFICATE OF PUBLIC CONVENIENCE
AND NECESSITY NO. 143 AND FOR
APPROVAL OF A SPECIAL FACILITIES
AGREEMENT WITH A VIM OR LLC.
CASE NO. UWI-07-
APPLICATION AND REQUEST
FOR MODIFIED PROCEDURE
COMES NOW, UNITED WATER IDAHO INe.
, ("
United Water ) and, pursuant to
Idaho Code Section 61-526 and IPUCRP 112 and 201 , applies to the Commission to amend and
revise its Certificate of Convenience and Necessity No. 143 , as amended, to include an area
located in Ada County, Idaho, as hereinafter set forth, and to approve a Special Facilities
Agreement ("SFA"), and in support of this Application respectfully shows as follows, to-wit:
United Water 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 ofIdaho 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, Boise
Idaho 83707.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 1
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- 7327
208-362- 7069 (fax)
Dean J. Miller, Esq.
McDEVITT & MILLER LLP
O. Box 2564
Boise, Idaho 83701
208-343- 7500
208-336-6912 (fax)
III.
A certified copy of United Water s Articles ofIncorporation, together with all
amendments to date, is on file with the Commission.
IV.
For over 100 years, United Water, 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.
United Water s current Certificate is Amended Certificate No. 143.
VI.
Avimor LLC (Avimor) is an Idaho Limited Liability Company engaged in development
of residential planned communities. A vimor owns or has an interest in a certain tract of land
located in Ada County, Idaho known as the Spring Valley Ranch and intends to develop a
planned community known as Avimor (the "Project") consisting initially of approximately 700
residential and commercial building lots.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 2
VII.
Avimor has requested that United Water provide public water service to the Project and
to future developments located within the Spring Valley Ranch property. The location of the
Project and the boundaries ofthe Spring Valley Ranch property are depicted on Exhibit A of the
Special Facilities Agreement, a true copy of which is attached hereto as Exhibit 1. An exact
legal description will be provided upon filing of an Amended Certificate No. 143.
VIII.
The area of requested expansion is not within the authorized territory of any other public
utility water corporation under the jurisdiction of the Commission. The extension requested
herein will not interfere with the operations of any other water utility corporation under the
jurisdiction of the Commission. There are no known public entities, persons or corporations with
whom the expansion is likely to compete. United Water will provide service to the area pursuant
to its Tariff No. 1, General Metered Service, as the same exists or may hereafter be amended.
all respects service will be provided pursuant to United Water s Rules and Regulations as the
same are now approved by the Commission or may hereafter be amended.
IX.
In order to provide service to the Project it is necessary for United Water to extend
facilities to the project, as more fully described herein. United Water and Avimor have executed
a Special Facilities Agreement specifying the terms and conditions upon which facilities will be
extended.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 3
Pursuant to the SF A, the following facilities will be constructed to serve the project
Approximately 30 500 feet of l6-inch transmission main line with associated
land, easements and appurtenances from United Water s existing facilities at
Hidden Springs to the Project.
An intermediate booster station with associated land, easements and
communications and control equipment along the run of transmission main line
supplying the Project.
A 600 000 gallon water storage reservoir with associated land, easements and
communications and control equipment along the run of transmission main line
supplying the Project for fire protection and storage.
The location of the facilities is also depicted on Exhibit A of the SF A, attached hereto.
A vimor will be responsible for the initial funding of the above construction and shall also
fund required land, easements, inspection, project management and other appurtances. Avimor
total cost of construction and installation of said system as described above is estimated to be
308 805.00.
XI.
The terms and conditions ofthe SF A are generally consistent with the terms and
conditions of other special facilities agreements approved by the Commission and with United
Water s Rules and Regulations 74--77. Given, however, the unique nature and size of the
Project, the following matters have been individually negotiated:
The financial terms of the Project-on-site, off-site mains and over sizing.
Refunds of on-site advances and over sizing.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 4
Off-site main reimbursement.
Overheads.
XII.
Filed contemporaneously herewith is the Direct Testimony of Gregory P. Wyatt, General
Manager of United Water Idaho which testimony explains in more detail the terms and rationale
of the SFA.
XIII.
United Water does not believe that the public interest requires a hearing on the issues
presented hereby and requests that the matter be processed by Modified Procedure. If, however
the Commission determines that a hearing is necessary, United Water stands ready for immediate
hearing, based on the Direct Testimony of Gregory P. Wyatt.
WHEREFORE, United Water respectfully requests of the Commission:
1. That the Commission determine that a hearing is not required herein and process the
matter by Modified Procedure;
2. That the Commission approve the expansion of United Water s service area as herein
requested;
3. That the Commission authorize the preparation and filing of an Amended Certificate
No. 143 to include the areas described herein;
4. That the Commission approve the SFA and determine that the Company s investments
made pursuant to the Agreement are prudently incurred and recoverable in a future rate
proceeding; and
5. That the Commission grant such other and further relief as the Commission may
determine proper herein.
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 5
DATED this day o
~'
2007,
UNITED WATER IDAHO INC.
~~~
McDevitt & Miller LLP
420 West Bannock
Boise, Idaho 83702
P: 208.343.7500
F: 208.336.6912
Attorney for United Water
APPLICATION AND REQUEST FOR MODIFIED PROCEDURE - 6
Exhibit 1
SPECIAL FACILITIES AGREEMENT
THIS AGREEMENT is made and entered into between UNITED WATER IDAHO INc.,
Company ) and A VIM OR LLC Avimor ), and is dated as ofthe 4th day of January, 2007.
WHEREAS, United Water Idaho Inc. is a corporation organized and existing under the
laws of the State of Idaho having its principal place of business at 8248 West Victory Road
Boise, Idaho 83711 , and is a water corporation regulated by the Idaho Public Utilities
Commission ("IPUC"
WHEREAS, Avimor is a development company, organized and existing under the laws
of the State of Idaho, having its principal place of business at 485 East Riverside Drive, Suite
300, Eagle, Idaho 83616.
WHEREAS, Avimor owns and/or has an interest in a certain tract of land comprised of
approximately 23 000 acres known as the Spring Valley Ranch. Avimor is interested in
developing the first village of a Planned Community named A vimor consisting of approximately
700 residential and commercial building lots (the "Project"
).
Avimor has requested public water
supply service for the Project from the Company.
WHEREAS , a pipeline, an intermediate booster station and a water storage reservoir are
required to serve the proposed Project, as well as other potential developments in the vicinity of
the Project, and A vimor has requested the Company to extend its system as follows and in
accordance with the map or plan attached as Exhibit A hereto, and made a part hereof:
Approximately 30 500 feet of l6-inch transmission main, land, easements, and
appurtenances from the Company s existing facilities at Hidden Springs to the
Project; and
One intermediate booster station, land, easements and associated
communications and control equipment along the run of transmission main line
supplying the Project; and
One 600 000-gallon water storage reservoir, land, easements, and associated
communications and control equipment along the run of transmission main line
supplying the Project for fire protection and storage.
WHEREAS, the l6-inch pipeline, the booster station and the storage reservoir, along
with all associated land, easements, equipment, and associated Company costs for engineering,
inspection, accounting, legal, and administrative costs, hereafter called the "System Extension
is estimated to cost a total of $6 308 805.00.
WHEREAS, the Company is willing to make such System Extension upon the terms and
conditions hereinafter set forth.
Exhibit 1
NOW, THEREFORE, in consideration of the promises and of the mutual covenants and
agreements herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
1. Application for System Extension.A vimor hereby applies to the Company for the said
System Extension, and the Company agrees to allow the said System Extension upon the terms
and conditions hereinafter set forth and in accordance with its Rules and Regulations approved
by the IPUC.
2. Labor and Materials In-Lieu-of-Cash.Avimor has requested and the Company has
agreed that the System Extension will be constructed on a labor and materials in-lieu-of-cash
basis. A vimor hereby agrees that it will hire only those contractors that have been approved by
the Company and that it will require all such contractors to comply with Avimor s Standard
Construction Agreement, attached hereto and made a part hereof as Exhibit B. A vimor further
agrees that it will require its contractors to comply, via its contract with contractor, with all terms
and conditions set forth herein.
Construction of the System Extension shall be subject to the Company s inspection
testing and acceptance, however, absence of such inspection or testing by the Company shall not
relieve Avimor or its contractor(s) of any of its obligations. Avimor s contractor(s) shall warrant
the System Extension work in accordance with Paragraph 4 below.
3. Insurance.Avimor and its contractors (via their contract with Avimor) shall be required
to maintain, at a minimum, insurance in accordance with the requirements as outlined in attached
Exhibit C.
4. Warranty.Each of Avimor s contractors shall warrant that the work performed in
installing the System Extension is free of any defect of equipment, material or workmanship.
Such warranty shall extend to A vimor and to the Company and shall continue for a period of two
(2) years for the transmission mainline and associated appurtenances portion of the work only,
and one (1) year for the balance of the System Extension work from completion and acceptance
of the facilities by the Company or within such longer period of time as may be prescribed by
law. Pursuant to the warranty, Avimor s contractors, under Company supervision, shall remedy
at their own expense any such failure to conform or any such defect upon receipt of written
notice from the Company within a reasonable time after the discovery of any failure, defect or
damage. In addition, during the aforesaid warranty period, the contractors shall remedy at their
own expense, under Company supervision, any damage to real or personal property, when that
damage is the result of any such defect of equipment, material or workmanship installed by the
contractors. The warranty with respect to work repaired or replaced hereunder will run for a
period of one year from the date of such repair or replacement or shall run for the remainder of
the original warranty period, whichever is greater. During the warranty periods as defined
herein, the contractors shall reimburse the Company for the costs of any emergency repairs
undertaken by the Company to maintain the system in good working order. Without limiting any
other provision herein contained, these warranty provisions are hereby assigned to the Company
effective as of the date of execution of the contract with each contractor. If any contractor fails
to reimburse the Company as set forth in this Paragraph, the Company shall have the right to
Exhibit 1
proceed directly against the contractor. A vimor shall cooperate fully in any such action and
provide such assignments and documentation as may be necessary for the Company to maintain
any such action.
5. Advances and Contributions for the System Extension.A vimor shall advance to the
Company upon the execution hereof the sum of One- Hundred- fifty- Four-Thou sand- Six-Hundred
Dollars ($154 600.00), in cash, which represents the estimated cost of the Company s direct
charges for engineering, inspection, accounting, legal, and administrative costs, chargeable to the
System Extension. Such amount shall be subject to reconciliation after completion ofthe System
Extension and all such costs are known and the difference shall be either refunded to or collected
from A vimor without interest.
A vimor will be responsible for funding all System Extension facilities required to serve
the Project listed below:
Approximately 30 500 feet of 16-inch transmission main
intermediate booster station
600 000 gallon storage reservoir
Associated communications and control equipment
Land, easements, inspection project management
appurtenances
and all other required
Avimor s total cost of construction and installation of the said System Extension as
described above is estimated to be $6 308 805.00.
The parties understand and agree that of the approximately 30 500 feet of transmission
water main line extension to and within the Project, approximately 18 000 feet will be classified
as "on-site main , and approximately 12 500 feet will be classified as "off-site main . This
delineation between on-site and off-site main is as shown on the attached Exhibit A.
At the request of the Company, the intermediate booster station will be oversized and so
equipped to enable the Company to utilize the intermediate booster station to provide emergency
supply redundancy to the Company s existing Hidden Springs customers. The total cost of the
booster station over sizing is estimated to be $63 000. The Company shall refund Avimor for the
cost of the over sizing as outlined in Paragraph 9 below.
The Company and A vimor have agreed to use RS Means Heavy Construction Cost - 2006
(20th edition) to estimate the over sizing cost for the booster station. The over sizing has been
estimated using RS Means data as shown on Exhibit D - Plant Account Summary. After the
System Extension has been constructed, the over sizing will be recalculated based on the actual
construction cost and the methodologies described in Exhibit D for the booster station.
All costs for the construction of the aforesaid on-site main, booster station (less the cost
of over sizing), storage reservoir, and associated facilities, including the Company s direct
engineering, inspection, accounting, legal, and administrative costs, charged to these portions of
the System Extension, shall be paid for by Avimor, and shall be recorded on the Company
Exhibit 1
books as an advance in aid of construction. These actual costs shall be referred to as the
advanced cost of the System Extension
All costs for the construction of the aforesaid "off-site main" and associated facilities
including the Company s direct engineering, inspection, accounting, legal, and administrative
costs charged to these portions of the System Extension, shall be paid for by Avimor, and shall
be recorded on the Company s books as a contribution in aid of construction. These actual costs
shall be referred to as the "contributed cost of the System Extension
6. Construction Overheads.The Company s standard construction overhead factor will
not be applied to the costs of the System Extension facilities funded by Avimor, and Avimor will
not be required to pay those overhead costs. A vimor will, however, be responsible to pay for all
System Extension planning, design, engineering, management and inspection costs incurred
including the Company s direct engineering, inspection, accounting, legal, and administrative
costs charged to the System Extension, as referenced in Paragraph 5 above, in addition to the
construction cost, in lieu of paying the Company s standard construction overheads on these
facilities.
7. Source of Supply for the Project.The Company shall provide from existing facilities
the required source of supply capacity for the Project, which has been estimated by Avimor
engineers to be approximately 500 gallons per minute (gpm) peak demand at build-out. The
parties anticipate that additional source of supply capacity will be required for development in
Spring Valley Ranch and other areas outside of the Project that are within the Company
Service Area expansion as shown on Exhibit E.
The Company shall supply source water for future A vimor developments outside the
Project but within the Company s Service Area expansion as shown on Exhibit E, all subject to
approval by the Idaho Public Utilities Commission. If, because of the absence of economically
feasible source of supply or because of regulatory constraints imposed by the Idaho Public
Utilities Commission, the Company is unable to supply source water sufficient to meet the
domestic, commercial, public authority, and associated irrigation water supply needs for future
Avimor developments within the Company s Service Area expansion as shown on Exhibit E
then the Company shall not object to Avimor s reliance on alternative sources of water.
8. Deeds and/or Easement(s) for Location of System Extension.Avimor shall cause the
owners of property on which the System Extension will be located to execute any and all
easement agreement(s) as required in favor of the Company in substantially the form of the
attached Exhibit F. To the extent that any of the Project water facilities lie within lands not
owned by A vimor, A vimor shall, without cost or expense to the Company, cause the owners of
property on which the water facilities reside to execute any and all deeds and/or easements
required by the water facilities in favor of the Company.
Refunds.The Company will make a one-time refund to A vimor per each new customer
served by the System Extension, the amount of which shall be determined in accordance with the
table set forth in Exhibit G, attached hereto and incorporated herein by reference. The refund
amount will be based upon the actual annual revenue received by the Company from the
customer for water utility service as determined by using the most recent twelve months of
Exhibit 1
billing data, after the customer which is the subject of the calculation, has received permanent
water utility service from the Company for a period of twenty-four (24) consecutive months.
The lots eligible for refund shall include all lots within the Project as well as areas
adjacent to the Project for which new customers are connected that are directly served by the
System Extension up to the expiration date ofthis Agreement. New customer shall be defined as
any permanently installed United Water meter (whether residential, commercial, or irrigation
related). The geographic areas capable of being directly served by the System Extension for
which refunds are available are shown on attached Exhibit H. New lots or customers in this
geographic area outside of the Project that are subject to any other refundable agreement with the
Company shall not be eligible for refunds under this Agreement.
The average annual consumption per customer is estimated to be 154 hundred cubic feet
(cd) which results in a refund of $600 as per Exhibit G. The Company agrees to refund to
A vimor 80% of this amount ($480) as new customers are connected. These payments will occur
on a quarterly basis beginning with the first customer connected to the System Extension.
Quarterly payments shall be made no later than 30 days following the end of each calendar
quarter. Final adjustment to the refund amount will occur at the conclusion of the 12 months of
billing data, as referenced above, with the Company paying A vimor the balance of the refund
amount above $480 or A vimor paying the Company the difference if the final refund amount is
less than $480. No refunds will be owed on account of any new customer receiving service from
the System Extension after the expiration of this Agreement as provided in Paragraph 17 below.
The total aggregate refund amount shall not exceed the final "advanced cost of the System
Extension" funded by A vimor.
In addition, the Company shall reimburse A vimor for the actual over sizing cost of the
intermediate booster station within 45 days after the System Extension is conveyed to the
Company as described in Paragraph 11 below.
10. Off-Site Main Reimbursement.The parties understand and agree that the cost of the
12-inch portion of the "off-site main " referenced in Paragraph 5 , and funded by Avimor, will be
subject to repayment to Avimor in accordance with the Company s current standard method for
off-site reimbursements by latecomers as outlined below.
An applicant for service for which a main and/or service lateral (including laterals to a
fire hydrant(s)) will be directly connected to said "off-site main " within the term of this
Agreement, shall deposit with the Company one half the cost per front foot of the "off-site
water main times the applicant's total front footage. The cost per front foot shall be the actual
cost of the "off-site" water main, divided by the total serviceable footage. The Company will
forward this deposit to A vimor without interest within thirty (30) days of receipt. The total
monies thus deposited with the Company and forwarded to A vimor shall not exceed the total
amount of the "contributed cost of the System Extension . All future applicants for main and/or
service lateral connections to the "off-site main" after the term of this Agreement expires shall
not be subject to the aforesaid deposit, nor shall A vimor be entitled to or receive any
reimbursement after the expiration ofthis Agreement.
Exhibit 1
11. Conveyance of System Extension and Final Accountine:.Conveyance of the System
Extension from A vimor to the Company will occur via a Bill of Sale in a form substantially
similar to that attached as Exhibit I. Along with the Bill of Sale, A vimor shall provide all
contractor "as-built" maps and drawings, equipment manufacturer owner s manuals, and
facilities construction and acceptance test results. A vimor shall also provide original or
photocopy evidence of all invoices paid showing all actual costs incurred related to the
construction and installation of the System Extension, along with a cost summary clearly
identifying each cost as it relates to each major item of the System Extension, including a
breakdown of the on-site, off-site, and over sizing costs. Likewise, the Company shall provide a
similar summary of its actual engineering, inspection, accounting, legal and administrative costs
charged to the System Extension project. Upon conveyance, the Company shall record the
actual costs so determined on its books and records as advances and contributions in aid
construction as referred to in Paragraph 5.
The amount, if any, of said "advanced cost for the System Extension " less the total
amount refunded over the term of this agreement, shall be retained by the Company and booked
as a contribution in aid of construction after the expiration of this Agreement.
12. Covenants to Complete.The Company will use commercially reasonable efforts to
commence and carry to completion as soon as possible its responsibilities with regard to
installation of said System Extension, but will not be responsible for delays which may be
occasioned by weather, acts of God or the public enemy, strikes or other matters not within its
control. Avimor will use commercially reasonable efforts to commence and carry to completion
as soon as possible its responsibilities with regard to the installation of said System Extension
but will not be responsible for delays which may be occasioned by weather, acts of God or the
public enemy, strikes or other matters not within its control.
13. Failure to Obtain Required Consents.It is further understood and agreed by and
between the parties hereto that this Agreement to construct the said System Extension is subject
to both the Company and Avimor obtaining all necessary consents, orders, permits and approvals
of public officers or public bodies having jurisdiction over or lawful interest in any of the subject
matters herein. In the event that either the Company or Avimor, after prompt application and
diligent effort, is unable to obtain any necessary consent, order, permit or approval as aforesaid
or in the event that either the Company or A vimor is enjoined or prevented by lawful action of
any such public officer or official body from constructing the said System Extension, the
Company s sole obligation will be to repay A vimor the difference between the amount advanced
and estimated expenses incurred by the Company in conjunction with the System Extension
which is the subject ofthis Agreement. Avimor shall not be responsible to the Company for any
direct or consequential damages arising from Avimor s failure to obtain required consents.
14. Facilities Construction and Ownership of System Extension.All facilities shall be
constructed in compliance with the Company s specifications for materials and installation, and
the Company shall have approval authority over all System Extension design and installation.
Exhibit 1
It is further mutually understood and agreed that any and all parts of the System
Extension located within the limits of the streets, avenues, roads, ways or easement areas
whether or not attached to or serving customers but constructed as part of the System Extension
shall be and remain the property of the Company, its successors and assigns. The Company shall
have the right to extend any main installed pursuant to the terms of this Agreement in or to other
lands, streets, or avenues, subject to the terms of any easement or right of way obtained by
A vimor, without incurring any liability to A vimor whatsoever.
15. Water Facilities Within the Project.The approximate 700-building unit Project will be
broken down into phases. All distribution facilities associated with each phase will be
considered contributed plant and will be constructed and installed at A vimor' s cost under the
Company standard "Residential, Multiple Family Housing, Commercial, Industrial, or
Municipal Development Water Main Extension Agreement" as approved by the IPUC. The cost
ofthese distribution facilities will not be available for refund.
A vimor agrees to pay the Company s applicable construction overheads on contributed
investments in facilities such as distribution facilities required to provide water service within the
Project and to each lot.
16. A2reement Subject to Idaho Public Utilities Commission Approval.It is agreed and
mutually understood that the terms of this Agreement, particularly Paragraphs five (5), six (6),
seven (7), and nine (9) and expansion of the Company s Service Area are subject to approval by
the Idaho Public Utilities Commission (IPUC) before the water facilities for the Project may be
connected to and receive service from the Company s existing water facilities. If approval by the
IPUC ofthe Agreement and the expansion of the Company s Service Area cannot be obtained in
a manner acceptable to the Company or A vimor, at their respective discretion, then such party
shall have the right to attempt to cure the Agreement and resubmit the Agreement for approval
by the IPUC. If approval by the IPUC can still not be obtained in a manner acceptable to the
Company or A vimor, at their respective discretion, then such party shall have the right to declare
this Agreement null and void and the parties will have no further obligations to each other except
as provided for in Paragraph 13.
17. Term of A2reement.The term of this agreement shall be for fifteen (15) years from the
date on which the System Extension is first placed in service, which date is estimated to be May
, 2007, or for such additional periods of time as may be permitted by the IPUC by subsequent
changes to the standard methods.
18. Miscellaneous.This Agreement shall be governed by and construed in accordance with
the laws of the State of Idaho.
This Agreement may only be amended in whole or in part by an agreement in writing
duly signed and delivered by both parties.
This Agreement may not be assigned by any party, whether voluntarily, involuntarily or
by operation or law without the prior written consent of the other party given as an amendment
of this Agreement.
EXHIBIT 1
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by
their duly authorized representatives this z:1/day of .::TA,-vv,4-;e.v 2007.
UNITED WATER IDAHO INC.
By:
A VIMOR, LLC:
By: SunCor Idaho, Inc.
Its: Sole Member
By:
Robert G. Taunton
President
J~b1
Witness
L,-J~ Qd/
Witness
Transmission Lengths
On-Site: 18,000 feet
Off-Site: 12 500 feet
Total: 30,500 feet
Exhibit A
New Water Facilities
Miles SPF Waler Engln.er~'!!I' LLCwale, '.source consultan!s
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May 11,2005
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EXHIBIT B
Project: Avimor
ICR No. RCE-653
A VIMOR~ LLC
485 E. Riverside Drive
Suite 300
Eagle , Idaho 83616
[phone]
STANDARD CONSTRUCTION AGREEMENT
This Agreement is made this day of , 20 1 by and between AVIMOR, LLC ("Ownerand an corporation (address) ("Contractor ), Idaho Contractor
Registration No.,.,w . or License No. , relating to the project known as
Avimor (the "Project"). Owner and Contractor agree as follows:
1. The Work and Contract Documents.. Contractor agrees to furnish, at its sole expense
to the satisfaction of Owner, all labor, equipment and materials necessary to complete the work
described below (the "Work"
Avimor Transmission Main, as de5cribed in the Contract Documents.
The Contract Documents are listed on Exhibit A attached hereto and incorporated herein by
this reference. The Contract Documents consist of this Agreement and all other documents set forth
in Exhibit A, including United Water Exhibits Al. A2 and A3.
2. Contract Time. Contractor shall commence the Work on or about ~_
.._
, but in no
event later than 24 hours after issuance by Owner of a written Notice to Proceed. Contractor shall
complete the Work not later tlun:l days after the date of commencement (the "Contract Time
The date of commencement of the Work shall be the date established in Owner s Notice to Proceed. If
there is no Notice to Proceed, the date of commencement shall be the date established in this
paragraph.
3. Contract Sum. In consideration of the complete and timely perfonnance of the Work
subject to changes as provided in this paragraph and in Paragraph 5 below, Owner shall pay
Contractor the sum of
($
(the "Contract Sum ). The Contract Documents contain
an engineer s estimate of the quantities of material to be installed on the Owner s property. These
quantities were used in establishing the Contract Sum. The flllal Contract Sum will be adjusted
according to actual field measurements of installed materials multiplied by the Contractor s per unit
prices. Lump sum quantities will not be subject to adjustment. All such measurements are subject
to confirmation by the Owner.
4. Inspection, Safety and Compliance Contractor has inspected the jobsite and has
thoroughly reviewed tile Contract Documents including, 'without limitation, the Plans and
Specifications listed on Exhibit A, as the same may be revised by Owner, and is not relying on any
opinions or representations of Owner. Contractor agrees to perform and complete such Work in strict
accordance ...vith the Contract Documents and under the general direction of Owner in accordance
'With the Contract Time described in Paragraph 2 above as the same may be revised. Contractor
agrees that any exclusions of any Work must be approved in writing by Owner prior to acceptance of
this Agreement or same shall not be excluded hereunder. Contractor is responsible for all safety
precautions and programs and shall provide all protection and necessary supervision to implement
said precautions and programs. Contractor shall take all reasonable precautions for the safety of and
provide reasonable protection to prevent damage, injury or loss to: (a) employees or others on the
Project; (b) the Work and materials; and (c) other property at the Project or adjacent thereto.
Contractor shall designate a responsible person on the Project whose duty shall be prevention of
accidents. Contractor shall provide all competent supervision necessary to execute all Work and any
Work incidental thereto in a thorough, first-class workmanlike manner. It is Contractor
responsibility that all of the Work and any work incidental thereto conforms to, and is perfonned in
accordance with all applicable federal, state. county and city laws , codes , ordinances, regulations
(including NPDES and air pollution) and orders of public authorities bearing on perfonnance of the
Work by qualified, careful and efficient workers satisfactory to Owner. Contractor shall obtain all
applicable licenses and permits for the conduct of its business and the performance of the Work.
5. Changes in the Work.Owner may, without invalidating this Agreement, order changes
in the Work consisting of additions, deletions or oLher revisions to the Contract Documents and the
Contract Sum and the Contract Time shall be acljusted as provided below. The Contract Sum and/or
the Contract Time may only be changed by Owner s written directive or approval authorizing said
change, and said changes shall be perfonned under the applicable conditions of the Contract
Documents.
Contract Adjustments. The Contract Sum shall be adJusted as a result of a change in
the Work as follows:
(a) Additions: When Owner increases the scope of the Work, Contractor will perform
the increased work pursuant to Contractor s Unit Prices set forth in the Contract Documents and, if a
lump sum item, pursuant to Contractor s Schedule of Hourly Charges as set forth in the Contract
Documents.
(b) Deletions When Owner decreases the Work resulting in a decrease in
Contractor s quantity of the Work, Owner shall be allowed a decrease in the Contract Sum amounting
to the quantity of the deleted Work multiplied by the Contractor s Unit Prices and if a lump sum item
pursuant to Contractor s Schedule of Hourly Charges set forth in the Contract Documents.
(c) Estimatinr-: Whenever Owner is considering a change to the Work, Contractor
shall promptly, and in any event within three (3) business days, estimate the price of the
contemplated additional or deleted Work in good faith and as accurately as is then feasible. The
estimate shall show quantities of labor, material and equipment and shall be pursuant to the Unit
Prices and Schedule of Hourly Rates set forth in the Contract Documents.
6. Payment. Payment shall be conditioned upon Contractor s compliance with the payment
tCffilS illld conditions set fOlth below, and payment shall be made within thirty (30) days of
Contractor s full compliilllce with said terms and conditions. Contractor expressly acknowledges and
agrees that the Contract Sum is an estimated amount based upon an engineer's estimate of the
quantities of the materials deemed necessary to perfonn the Work :md that the amount of any
payment to be made pursuant to this Agreement shall be determined by the field measured
quantities of materials actually installed by Contractor. Material or equipment delivered to the
Project by or on behalf of Contractor shall not constitute material or equipment furnished in the
performance of the Work until same has been incorporated into the improvements constituting the
Project. Payment shall not constitute acceptance by Owner or evidence thereof of any Work
perfonned.
Retention Until the Work is complete and accepted by Owner or Owner
designated project representative and Owner has approved an application for payment of retention,
Owner will pay 90% of the amount due Contractor on account of progress payments, with Owner
retaining 5% until the Project is complete (the "Retention ). The word "complete" as used above shall
apply to defective, incorrect, unfinished or incomplete work or latent defects which are discovered at
or immediately following, the point of completion ofthe Project.
Progress Payments.Except as provided in Paragraph 6., progress payments shall
be made in monthly installments for work satisfactorily completed and materials incorporated into
the Project. Provided Contractor submits its invoice in accordance with the terms and conditions set
forth herein on or before the filth (5th) day of the month , progress payments shall be made to
Contractor on the basis of a thirty (30) day billing cycle. Progress payments shall be made to
Contractor on the basis of a thirty (30) day billing cycle. On a monthly basis , Contractor shall submit
its itemized application for payment, supported by such data, including signed lien waiver!';
substantiating Contractor s right to payment as Owner s designated project representative may
require or as required by this Agreement. Payment requests made to Owner shall be deemed
approved fourteen (14) days after receipt thereof by Owner unless before that time Owner, or O\\'Iler
agent, prepares and issues a written statement identifying the items that are incomplete. Ow'ner
shall have the right to with,hold payment to Contractor until Contractor furnishes satisfactory
evidence that all bills for labor, materials or other liabilities in connection with the requested payment
have been paid to date and valid lien "mvers, as described below, have been furnished. Owner shall
have the right to offset sums due Contractor hereunder against any and all sums owed to Owner by
Contractor or to protect against any asserted claims or liens, until the claim or lien has been adjusted
by the Contractor to Owner s satisfaction, regardless of whether Contractor may have posted a
payment or performance bond.
accompanied by:
Lien Waivers.Each application for payment submitted by Contractor shall be
(i)Contractor s completed and fully executed original conditional lien waivers on
progress payments identical to the form contained in the Contract Documents;
and
(il)fully executed unconditional lien waivers on progress payments from all
subcontractors, lower-tier subcontractors and materialmen identic.al to the form
contained in the Contract Documents covering all work and materials related to
the previous progress payment made by Owner, if any.
The submission of the foregoing lien waivers with each application for payment shall be a
condition precedent to Contractor s right to payment, and any application for payment submitted
without said lien waivers shall be deemed incomplete. Contractor wan-ants that title to all work
materials and equipmcnteovercd by an application for payment will pass to Owner by the earlier of
the incorporation of the Work or receipt of payment by Contractor, free and clear of all liens, claims
security interests or encumbrances.
6.4 Form of Payment.Owner may pay Contractor by check made payable to Contractor
or by Joint check made payable to Contractor anti any subcontractor, lower-tier subcontractor or
materialmen.
Bulk Material Orders. With the prior written approval of Owner, ContrBctor may
advance order the bulk delivery of work materials to be incorporated into the Work over the course of
this Agreement, and upon delivery and receipt of Contractor s proper application for payment Owner
shall pay the fun amount billed in the supplier invoice either directly to the Contractor, or to the
vendor or by joint check to Contractor and vendor, and shall receive a full lien release for the amount
paid from vendor and Conlraclor. Contractor agrees to aSS1..tmc full responsibility for the strlckeeping
of all said materials and shall guarantee to Owner that said materials shall remain safe from theft or
damage from any and all causes (unless caused by the sale negligence of Owner). Contractor shall
immediately replace, repair or restore said materials to their original condition so as to not cause any
delay in the Work" and Contractor shall indemnify and hold harmless Owner from and against any
and all loss, cost, liability or expense resulting from any loss or damage to any of the materials
described herein from any cause unless due to Owner s sole negligence. Should Owner have reason
to believe Contractor is not properly safeguarding any of the said materials, Owner shall have the
right to immediately take sueh steps as it deems necessary to do so, including removing Contractor
from the job, replacing any materials or expending any sums to properly cany out Contractor
responsibility hereunder, and any amounts so expended shall be billed back to Contractor or
deducted froIn any sums. then or thereafter due to Contractor. Contractor shall fully insure all
materials stored on site as required by Owner, and if such insurance is. not obtainable due to a lack
of insurable interest, Owner shall have the right to obtain such insurance and charge the amount
thereof back to Contractor .or deduct said amount from any funds then or thereafter due to
Contractor.
Final Pro!!1'ess Payment Upon Contractor s application for final progress payment
as provided below, Owner shall make payment in an amount determined by field measuring the
quantities of mat€riais actually installed on the Property and computing the payment amount
pursuant to the Unit Prices and Schedule of Hourly Rates contained in the Contract Documents.
When Contractor considers the Work complete, Contractor shall provide written notice thereof to
Owner together with Contractor s statement of quantities actually installed on the Property. All
quantities will be subject to verification by Owner and Owner s designated project representative may
make an inspection. Final payment constituting the unpaid balance of the Contract Sum, excluding
the Retention, shall be due thirty (30) days after Owner:
(i)receives Contractor s completed and fully executed conditional lien waiver on
progress payment and fully executed unconditional lien waivers on progress
payments from all subcontractors, lowef,tier subcontractors and materialmen
covering all work and materials related to the previous progress payment made
by Owner. If any subcontractor or materialman refuses to furnish a release or
waiver required by O\\rner, Owner may choose, in its discretion , to withhold baek
a sum frorn Contractor sufficient to satisfy the unpaid obligation to such
subcontractor or materialman, Alternatively, Owner may require Contractor to
furnish a bond satisfactory to O\\'l1er to indemnify against any lien or claim being
filed or stop notice being served by such subeontractor or materialman. If any
such lien or claim remains unsatisfied after all payments are made, Contractor
shall refund to Owner all monies that Owner may be:: corupelled to pay in
discharging such lien or stop notice, including all costs and reasonable attorneys
fees.
Payment of Retention.Payment of the Retention shall be conditioned upon the
submittal to, and approval by, Owner of "AS-BUILT" drawings (if not supplied by Owner s engineer),
operating instructions and manuals, equipment warranties and complete service and maintenance
instructions for all equipment furnished under this Agreement. Payment of the Retention shall not
be due from Owner until Owner:
(i)receives Contractor s completed and fully executed conditional lien waiver and
release on final progress payment identical to the form contained in the Contract
Documents
(ii)receives fully executed unconditional lien waivers on final payment from all
subcontractors, lower-tier subcontractors and materialmen who provided any
labor or materials to the Project identical to the form contained in the Contract
Documents,
(iii)determines the Work acceptable under the Contract Documents and the
Agreement fully performed
(iv)receives final approval of the Work by an governmental agencies and political
subdivisions having jurisdiction
(v)receives Contractor s affidavit that all payrolls, bills for materials and equipment
and other indebtedness connected with the Work for which Owner or its Property
might in any way be responsible have been paid or otherwise satisfied, and
(vi)detennines that Contractor has completed the correction or repair of a.I1.y
discovered condition required by Owner to be corrected or repaired.
7. Work by Owncr or by Separate Contractors. The O\vner reserves the right to perform
work related to the Project with its own forces, and to award separate contracts in connection ,vith
such work. When separate contracts are awarded for different portions of the Project or other work
on the site, the term "Contractor" in the Contract Documents in each case shall mean the contractor
who executes each separate owner-contractor agreement. The Owner will provide for the
coordination of the work of his own forces and of each separate contractor with the Work of the
Contractor herein and the Contractor herein shall cooperate with the O\\'l1er s coordination of
separate contractors.
Perfonnance of the Work. Scheduling and Delay Damages
Work Scheduling, Time is of the essence of this Agreement. Contractor shall
provide Owner with any requested scheduling information and a proposed schedule for performance
of the Work in a form acceptable to Owner providing for commencement and completion of the Work
\vi.thin the Contract Time described in Paragraph 2 above. Owner may establish a final progress time
schedule to be followed, and may revise such schedule during the course of the Work. Contractor, to
induce Owner to enter into this Agreement, has and does hereby agree to fully perform and complete
the Work for the Contract Sum within the Contract Time. Contractor shall prosecute the Work in a
prompt and diligent manner and without hindering or delaying the work of other contractors or
subcontractors on the Project. Contractor shall comply with instructions given by Owner, including
any decision to suspend, delay or accelerate the Work.
Owner s Right to Stop, Carry Out or Correct the Work.If at any time during the
performance of the Work, it should appear to the Owner, in its sole discretion" that COIllt'actor will
not complete its Work within the Contract Time and pursuant to a progress schedule as the same
may be revised, or if the manner in which the Contractor carries out its obligations under this
Agreement interferes for any reason with the ability of other contractors or workers to perform work
on the same job in accordance with such time schedules, Owner shall have the sale and absolute
right on seventy-two (721 hours written notice delivered to Contractor s usual place of business or if
said place of business is closed or Contractor cannot be found at a place of business then by posting
such written notice on the jobsite, to replace Contractor by taking over the Work or procuring another
to complete this contract. In the event Owner deems it necessary to lake over, any expense incurred
thereby shall be deducted from any sum due to Contractor hereunder for the portion of the Work
completed to the date of Owner s said take over, and if such sum is insufficient to defray such
expenses, the deficiency shall be charged back to Contractor and shall be due and payable
immediately to Owner upon demand. Such taking over shall not constitute or be construed as a
waiver by Owner of any action claim or demand Owner may have against Contractor by reason of
injury or damage resulting to Owner because of Contractor s failure of performance hereunder.
Contractor shall pay to Owner a sum equal to Owner s total cost of completing such work, and a sum
for reasonable attorneys' fees and litigation expenses in taking over and completing such Work. In no
event shall any delay in performance hereunder by Contractor be excused unless, and then to the
extent only, such delay is excused by Owner in writing.
Additional Materials and/or Overtime Contractor expressly agrees that
overtime or additional workers or materials are necessary to meet the Contract TIme, that such
overtime win be performed or additional workers or materials will be procured by the Contractor, and
the additional expense thereof shall be borne by Contractor unless the delay requiring overtime shall
have been occasioned directly by the Owner, in which event Contractor shall be entitled to
compensation for such overtime work.
8.4 Delay by Contractor.Delays in the perfonnance of the work by Contractor shall
be excused only when due to causes beyond the control of the Contractor such as inclement
weather, or acts of God; provided that Contractor shall notify Owner in writing within three (3)
business days of any circumstance or event which Contractor believes may justify an extension of
time.
Liquidateu Damages It is expressly understood that should Contractor fail to
complete the Work covered hereby within the Contract Time, then Contractor agrees to pay and will
pay to the Owner upon request therefor by Contractor for each calendar day of delay beyond the
original or revised scheduled time of completion of Contractor s work ag liquidated damages, and not
as a penalty, the following amount: $2,500 per day, and said sum shall be deducted as such from
the balance due Contractor. Should such liquidated damages exceed the sum due or to become due
to Contractor, then Contractor shall pay to Ovmer such difference immediately upon '\\1Titten demand
from the Owner.
No Damage for Delay bv Owner Contractor shall .adjust its operations to
conform to any progress schedule changes and hereby waives and releases Owner from any liability
for dam.ages or expenses which may be caused to or sustained by Contractor by reason of such
changes or by reason of delays in the Work, whether caused in whole or in part by conduct on the
part of Owner, including without limitation, any breach of lills Agreement or delays by other
contractors or subcontractors. Contractor s exclusive remedy in event of delay by Owner shall be an
extension of time hereunder to complete the Work.9. Insurance. Prior to commencing any work hereunder, Contractor shall secure and
maintain at its own cost, for all operations, insurance coverage acceptable to Owner in amounts as
required in the Contract Documents, by Owner from time to time or as follows, whichever is greater:
Workers' Compensation & Ernployer Liability Insurance The Workers
Compensation Insurance shall be in the form and amount required by applicable state statute. The
Employer s Liability minimum limits: (a) $500 000 Each Accident; (b) $500 000 Disease - Policy Limit;
and (c) $500 000 Disease - Each Employee. The Workers' Compensation policy shal1 contain
endorsements providing (i) a waiver of subrogation in favor of Owner; and (ii) thirty (30) days' written
notice to Owner in the event of cancellation or material reduction in coverage.
Comprehensive General Liability Insurance. Occurrence basis \vith minimum
limits of (a) $1 000 000 Each OccuITence; (b) $2,000,000 General Aggregate; (c) $2,000,000
Products/Completed Operations Aggregate, and (d) $2,000 000 Umbrella/Excess Liability. General
Liability Insurance shall be at least as broad as ISO "Occurrence" Form CG 000 1 and shall include
coverages as follows: (i) Premises, operations and mobile equipment liability coverage for explosion,
collapse and underground hazards; (ii) independent contractor s coverage (liability a contractor may
incur as a result of the operations, acts or omissions of subcontractors, suppliers and their agents or
employees); (Hi) products and completed operations coverage; (iv) blanket contractual coverage
including both oral and written contracts and including obligations assumed by Contractor under the
Contract Documents (specifically including coverage for Contractor s Indemnification/Duty to Defend
obligations set forth in this Agreementl; (v) personal injury coverage; (vi) broad form property damage
coverage including completed operations; (vii) an endorsement naming Owner and such additio:nal
parties as Owner designates as additional insureds (the endorsement must be ISO Form CG20 10
11/85 edition or its equivalent and must cover joint negligence, completed operations and the acts of
contractors, subcontractors and suppliers); (viii) an endorsement providing the insurance is primary
as respects Owner and that any insurance maintained by Owner is excess and non-contributing; and
(ix) an endorsement providing thirty (30) days' written notice to Owner in the event of cancellation or
material reduction in coverage. In addition, 011 aggregate coverages required pursuant to this Section
2 shall be "per job" aggregate limits.
No endorsement limiting or excluding a standard coverage IS permitted and claims-made
coverage or modified occurrence is not acceptable.
Business Auto Liabilitv Insurance. $1 000,000 each occurrence combined single
limit for bodily injury and/or property damage liability, including coverage for (i) o..vned automobiles;
(H) hired or borrowed automobiles; and (iii) non-owned automobiles. Contractor shall provide an
endorsement naming OV-;'!ler and such additional parties as Owner reasonably designates as
additional insureds. Said endorsement shall provide thirty (30) days' written notice to Owner in the
event of cancellation or material reduction in coverage.
9.4 General Requirements.A certificate and endorsement in a form acceptable to
Owner demonstrating compliance with the above insurance requirements (or, at Owner s request
certified copies of Contractor s actual policies) shall be delivered to Owner before Contractor performs
any of the work or prepares or delivers material to the Project. Contractor shall maintain all of the
above insurance coverage in force until the completion of the Project and the Work. Contractor shall
maintain the Products and Completed Operations Liability Coverage, including the required
endorsements, in force until expiration of the applicable statute of limitation relating to latent defects
in construction of or improvements to real property.
If Contractor fails to purchase or maintain the insurance specified in this Section, Owner $hall
have the right, but not the obligation, to purchase such insurance on Contractor s behalf and at
Contractor s cost. Contractor shall deliver all information required in connection with such purchase.
If Contractor s insurance is considered inadequate by Owner s insurer Owner shall have the right to
charge Contractor any additional premium charged by Owner s insurer.
The use of self-insured retention or deductibles in excess of $10.000 shall not be allowed
unless specifically approved by Owner in advance and in writing. Contractor is fully responsible for
payment of any self-insured retentions or deductibles, regardless of their amount.
10. Taxes. Contractor shall be responsible for and shall promptly make all payments of
taxes, contributions and/or premiums payable on its employees or on its operations under workers
compensation laws, unemployment compensation laws, the Federal Social Security Act, health and
welfare benefit plans, gross business taxes, sales and use taxes and any other taxes, contributions
aJ.ldjor premiums which may become payable by operation of law or contract. including contributions
payable by the employees, and Contractor shall save Owner hannIes8 from all liability, loss and
expense resulting from Contractor s fcrilure to comply with such requirements. Contractor shall
comply with any rules and regulations at any time applicable hereto and shall, on demand
substantiate that all taxes and other charges are being properly paid.
11. Liens If any subcontractor, laborer or materialman of -the Contractor or any other
person directly or indirectly acting for, through or under it or any of them, files or maintains a
mechanic's lien or claims against the Project or premises or any part thereof or any interests therein
or any improvements thereon or against any monies due or to become due from the Owner to the
Contractor, or on account of any work, labor, services, materials, equipment or other items fumished
for or in connection with the Work or under any change order or supplemental agreement for extra or
additional work in connection with the Project, the Contractor agrees to cause such lien claims to be
satisfied, removed or discharged at its own expense by bond, payment or otherwise 'within ten (10)
days from the date of the filing of such lien or claim upon Contractor s failure to do so, Owner shall
have the right , in addition to all other rights and remedies provided under this Agrecment and tile
Contract Documents by law, to cause such liens or claims to be satisfied, removed, discharged or
bonded around by whatever means Owner chooses, at thc cntire cost and expense of the Contractor
(such cost and expense to include Owner s legal fees). Further, Contractor agrees to indemnify,
protect and save harmless Owner from and against any and all such liens or claims and actions
brought or judgments rendered thereon, and from and against any and all loss, damages, liability,
costs and expenses as set forth in paragraph 12.1 below.
12.Contractor s Indemnitv: Duty to Defe.D.g.
12.Indemnification.
To the fullest extent permitted by law, Contractor shall indemnify, defend (at
Contractor s sole cost and expense and "'lith legal counsel approved by Owner, which approval shall
not be unreasonably withheld), protect and hold harmless Owner, all subsidiaries, divisions and
affiliated companies of Owner, and all of such parties' reprc:::.cntatives, partn.ers, designees , officers
directors, shareholders, employees. consultants, agents, successors and assigns, and any lender or
Owner with an interest in the Project (collectively, the "Indemnified Parties ), from and against any
and all clainls, demands, obligations, damages, actions, causes of action, suits, losses, judgments
fines, penalties, liabilities, costs and expenses (including, without limitation, attorneys' fees
disbursements and court costs, and all other professional, expert or consultants' fees and costs and
Owner s general and administrative expenses) of every kind and nature whatsoever (individually, a
Claim"; collectively, "claims ) which may arise from or in any manner related (directly or indirectly) to
any work performed or services provided under thi::. Agreement including, without limitation:
(a) personal injury, including without limitation, bodily injury, emotional
injury such as disease, or death to persons and/ or damage to or destruction of property belonging to
Owner or others caused or alleged to be caused by reason of any occurrence, act or omissions of
Contractor, anyone directly or indirectly employed by Contractor, including but not limited to
subcontractors, laborers and suppliers of materials and equipment, or anyone for whose acts
Contractor may be liable regardless of whether such personal injury or damage is caused by a party
indemnified hereunder;
(b) penalties imposed or extra costs required on account of the violation of or
failure to comply with any law, order, citation , rule, regulation, standard, ordinance or statute,
caused by or contributed to as a result of the action or inaction of Contractor;
Ie) infringement of any patent rights which may be brought against Owner
arising out of Contractor s work;
(d) claims and liens for labor perfonned or materials used or furnished to be
used on the job and all incidental or consequential damage resulting to Owner therefrom;
(e)failure of Contractor to provide or maintain any insurance as required
herein above;
(f) any violation or infraction by Contractor of any law, order, citation, rule
regulating standard, ordinance or statute in any way relating to the occupational health or safety of
employees , including, but not limited to, the use of Owner s or others equipment, tools, hoists
elevators or scaffolds; and
(g)
defeds in workmau::;hip or materials and! or design defects (if tJle design
originated with Contractor) or Contractor s presence or activities conducted on the Project (including,
without limitation , the negligent and/or willful acts, en-ors and/or omissions of Contractor, its
principals, officers, agents , employees, vendors, suppliers consultants, subconsultants
subcontractors , anyone employed directly or indirectly by any of them or for whose acts they may be
liable or any or all of them) regardless of whether or not the injury and/ or damage is caused in part
by any active or passive negligence of an Indemnified party.
Contractor uIlder.slaTH.l~ and acknowledges that the indemnification obligation extends to and
includes claims arising from the active or passive negligence of Indemnified parties. Notwithstanding
the foregoing, nothing herein shall be construed to require Contractor to indemnify the Indemnified
parties from any Claim arising from the sale negligence or willful misconduct of the Indemnified
parties or projects subject to statutory provisions which would be violated by such indemnity.
Contractor s indemnification obligation hereunder shall survive the expiration or earlier termination
of this Agreement until such time as action against the Indemnified Parties for such matter
indemnified hereunder is fully and finally barred by the applicable statute of limitations. Contractor
liability for indemnification hereunder is in addition to any liability Contractor may have to Owncr for
a breach by Contractor of any of the provisions of this Agreement. Under no circumstances shall the
insurance requirements and limits set forth in this Agreement be construed to limit Contractor
indemnification obligation or other liability hereunder. The terms of this Agreement are contractual
and the result of negotiation between the parties hereto. Accordingly, any rule of construction of
contracts that ambiguities are to be constrUed against the drafting party shall not be employed in the
interpretation of this Agreement.
Contractor shall require any and all subcontractors to indemnify Owner to the Grone extent of
contractor s obligations to Owner as set forth herein. Any obligation of Contractor to Owner arising
out of this indemnification clause shall bear interest as set forth hereinafter.
12.Duty to Defend
Contractor s duty to defend hereunder is whol1y independent of and separatefrom the duty to indemnify and such duty to defend exists regardless of any ultimate liability ofContractor. Such defense obligation shall arise immediately upon presentation of a Claim by any
party and written notice of such Claim being provided to Contractor. Payment to Contractor by any
IndemnifIed party or the payment or advance of defense costs by any Indemnified Party shall not be a
condition precedent to enforcing such Indemnified Party s rights to indemnification hereunder.
13. Risk of Loss. Contractor shall assume the risk of loss occasioned by fire, theft or other
damage to materials, machinery, apparatus, tools and equipment relating to the Work prior to actual
installation in final place on the Project and acceptance by Owner. Contractor shall be responsible
for damage to the materials, machinery, apparatus , tools, equipment and property of Owner and
other contractors resulting from the acts or omissions of its subcontractors, employees, agents
representatives or sub-subcontractors, and to pay the full costs of repair or replacement of any said
damage.
14. Contractor s WaTTantics Contractor warrants to the Owner that all materials and
equipment furnished shall be new unless otherwise specified and agreed by Owner and that all Work
shall be of first class quality, free from faults and defects and in confonnance with the Contract
Documents. If at any time within two (2) years follo\\ing the date of completion and acceptance of the
entire Project (or such Lunger period as may be provided under warranties for equipment or
materials): (a) any part of the materials furnished in connection \;!,Iith the Work shall be or become
defective due to defects in either labor or materials, or both, or (b) Contractor s work or materials, or
both, arc or were not in conformance ,...':ith original or amended plans and specifications , or
supplementary or shop drawings, then the Contractor shall upon written notice from Owner
immediately replace or repair such defective or non-confonning material or workmanship at no cost
to Owner. Contractor further agrees to execute any special guarantees as provided by the Contract
Documents or required by law. Contractor shall require similar guarantees from all vendors and from
all its subcontractors. Conlraclor further agrees, upon wl itten demand of Owner and during the
course of construction, to immediately re-execute, repair or replace any work which fails to conform
to the requirements of the Contract Documents, including this Agreement, whether caused by faulty
materials or workmanship, or both. In the event Contractor shall fail or refuse to make such change
upon Owner s written demand , Owner shall have the right to have such work re-executed, repail-ed or
replaced, to withhold from or backcharge to Contractor all costs incurred thereby. The warranties
and guarantees contained in this paragraph shall be in addition to all other guarantees, warranties
and rights contained in the Contract Documents or provided by law.
15. Drawings, Samples and Substitution of Materials. Contractor shall furnish within three
(3) business days following request therefor by Owner detailed drawings of the Work, samples of
materials and other submittals required for the perfonnance or coordination of the Work
Substitutions shall be equal or superior to materials specified in the Contract Documents and shall
be clearly identified on submittals as "proposed substitutions." Contractor shan be fully responsible
for the adequacy, completeness and promptness of all such submittals. Materials shall not be
furnished to the jobsite unless same is in strict compliance with the specifications or otherwise
approved in writing by Owner. Approval by Owner shall not relieve Contractor of full responsibility
for compliance with scope, intent and performance in accordance with the Contract Documents.
16. Temporary Site Facilities. Contractor shall furnish all temporary site facilities necessary
for the performance of its obligations under this Agreement, including, but not limited to portable
restrooms, storage sheds (whe:::n authori~ed by Owner), water, drinking water, heat, light, scaffolding,
shoring, weather protection, baITicades, safety rope/ribbon, security fences, excavation, trenching,
fill, backfill, compaction, grading and adequate security for materials placed upon the jobsite.
17. Site Clean UP. Contractor shall at all times , but not less than daily unless otherwise
agreed by Owner, keep the premises on which the Work is being performed clean and free from
accumulation of any waste materials, trash, debris and excess dirt, and at all times sha.1l remove
Contractor s implements, machinery, tools, apparatus and equipment from the jobsite when not
m:eded on the jobsite. Should Owner find it necessary in its opinion to employ help to clean up,
remove or store any of the foregoing or failure of Contractor to do so, the expense thereof shall be
charged to Contractor. Verbal notice from a representative of Owner on clean-up or removal is
considered adequate notice hereunder, and failure to conform with hi~/her request. within twenty-
four (24) hours thereof will be construed by Owner as authorization from Contractor to perform such
work at the discretion of Owner and such charges will be made against Contractor s account as all::
necessary to accomplish the clean-up or removal. The cost of clean up, removal or storage by the
Owner, if not deducted by Owner from monies due Contractor, shall be paid by Contractor within five
(5) business days ofwrittcn demand by the Owner.
18. Use of the Site . Contractor shall at all times comply fully v.rith all laws, orders, citations,
rules, regulations, standards and statute~ with respect to occupational health and safety, the
handling and storage of hazardous materials, accident prevention , safety equipment and practices,
including any accident prevention and safety program of Owner; provided, however, that Owner shall
not be required to impose any safety requirements or administer any such programs and the review
or requirement of any safety plan by Ov.rner shall not be deemed to release Contractor or in any way
diminish its liability, by way of indemnity or otherwise, as assumed by it under this Agreement.
Contractor shall conduct inspections regularly to determine that safe working conditions and
equipment exist and accepts sale responsibility for providing a safe place to work for its employees
and employees of its sl1bcontractors , laborers and :5uppliers of m.aterial and equipment, for adequacy
of and required use of all safety equipment and for compliance with the aforesaid laws, orders, etc.
When so ordered, Contractor shall stop any part of the Work, which Owner deems unsafe until
corrective measures satisfactory to OV\.rner have been taken. Should Contractor neglect to adopt Ruch
corrective measures, Owner may do so and deduct the cost from payments due Contractor.
Contractor shall timely submit copies of all accident or injury reports to Owner.
19. Surety Bonds. Contractor agrees to furnish to Owner, prior to the commencement of
any of the Work, corporate surety bonds from a bonding company approved by Owner, guaranteeing
the faithful and complete performance of the Work and all obligations under this Agreement, and
guaranteeing the payment of all labor, material and equipment utilized in connection with the Work.
The Owner-approved surety shall execute a PerfoITnance Bond and a Lahor and Material Payment
Bond on forms identical to those contained in the Contract Documents. No other bond form shall be
acceptable or fulfill the rights of this Paragraph. If executed by an attomey-in-fl:!.ct, the ~mn:ly shall
also provide Owner with a Power of Attorney, properly reflecting the attorney-in-fact's authority to
bind 811Ch surety to the bonds. Owner shaH be named as the Obligee on said Payment and
Perfonnance Bonds. All other entities, if any, which have a material interest in the performance of
the Work shall be added as "Dual-Obligees" to the Payment and Performance Bonds through a Dual-
Obligee Rider in such form of as the Owner shall approve. Such addition of Dual-Obligee shall be
made within five (5) days following Owner s request.
20. Payment of Bills and Obligations. Contractor shall pay all hills when due for a11labor
equipment, material and all other charges in connection with the Work, and failure to do so shall
constitute failure of performance under this Agreement. Notwithstanding anything herein to the
contrary, in order to protect Owner from all claims and liens of whatever nature, it is agreed that the
final payment hereunder shall not become due or payable until all labor, materials, tools, equipment,
facilities , rentals of equipment, transportation, fees and permits, ta.xes and all other charges, without
limitation by the foregoing enumeration, in connection with the Work, have been fully paid and any
liens claimed or potentially claimed therefor have been waived and released. In the event Contractor
fails to furnish Owner with the above described corporate surety bonds or fails to provide the bond
and any power of attorney in recordable form, then Owner may, in its sole discretion, terminate this
Agreement or nullify the whole or part of any payment due Contractor to the extent necessary to
protect Owner from any loss, including costs and attorneys' fees , on account of the failure to provide
said surety bonds Or recordable powers of attorney.
21. Termination of Agreem~n!. Should Contractor fail to pay its creditors, fail to supply a
sufficient number of properly skilled workers or sufficient materials and equipment of the proper
quality, fail in any respect to prosecute the Work vvith promptness and diligence, fail to immediately
correct defective Work, fail to procure required insurance or otherwise fail in the performance of any
requirements of Contractor as provided in this Agreement, Owner may, at its option , tenninate the
employment of Contractor and provide such labor, materials, equipment, work, payment or otherwise
perlonn itself or contract \vith others to perform such requirements of ContI-actor, and deduct the
cost thereof, together with all loss occasioned thereby (including -without limitation, attorneys' fees
and costs, overhead and profit) and interest thereon at the rate of eighteen percent (18%) per annum
from allY money then due or thereafter to become due to Contractor. Owner shall have the right to
withhold payment of any monies due Contractor pending completion of such coaective action to the
extent required by Owner and to the satisfaction of Owner. O\\'11Cr shall provide twenty-four (24)
hours prior notice to Contractor except in C1'lt=;e of emergency. Owner shall further have the right to
terminate .this Agreement, by written notice, at any time and without Contractor being at fault, for
any or no reason, at O..vner s convenience. In such event, and subject to the applicable provisions of
Article 6, Contractor shall be entitled to recover only the actual cost of work completed to the date of
termination plus fifteen percent (15%) of the actual cost of the work for overhead and profit.
Contractor waives any claim or lien against Owner for any additional compensation or damages in the
event of such termination.
22, Adjustment of Pavrnents to Contractor.O\vner may vlithhold, or on account of
subsequently discovered evidence, nullify the whole or part of any payment due Contractor to the
extent necessary to protect Owner frorn loss, including costs and attorneys' fees, on account of: (1)
defective work not remedied; (2) claims filed or reasonable evidence indicating the probable filing of a
claim; (3) failure of Contractor to make payments properly to his subcontractors or for material, labor
or fringe benefits; (4) a reasonable doubt that this Agreement can be completed for the balance then
unpaid; (5) damage to another contractor; (6) penalties assessed against Owner or Contractor for
failure of Contractor to comply with State, Federal or local laws and regulations; or (7) any uLller
ground for withholding payment allowed by State or Federal law, or as otherwise provided in this
Agreement. When the above matters are rectmed, such amounts as are then due and owing after any
offset or charge hereunder shall be paid or credited to Contractor.
23. Coordination of the Work Contractor shall be solely responsible for the perlormanee of
the work covered by this Agreement 2nd for the coordination of the Work with all other trades all in
accordance with the Contract Documents. In the event of any conflict in the plans or specifications
or any other Contract Documents or any conflict with any olher trades, the Contractor shall notify
the Owner in writing of any such conflict prior to that portion of the Work affected by such conflict
being started. Owner shall resolve such conflicts in consultation with architect or engineer or such
parties as Owner shaH deem necessary, if any and render a decision to all affected trades, and its
decision shall be final. Should Contractor s failure to notify Ov.'11er as provided herein of any such
conflicts result in any delays in the Work or any additional costs to remove, re-execute, revise or
otherwise adjust the Work or that of any other affected trades, Owner shall have the right to charge
Contractor for all such delays and additional costs and Contractor agrees to pay for all such costs.
24. Rovalties. Patents and Licenses. Contractor agrees to pay all royalties and license fees
and to indemnify and hold harmless Owner from any and all loss, damage or expense to which it may
be put from claims or litigation for the use or misuse of any patented or unpatented invention or
process, used or furnished by Contractor, unless required by the Contract Documents and not
originated or prepared by Contractor.
25. Interest on Sums Due to Owner.All sums due and payable to O\\'11er by Contractor for
any reason and all offsets to which Ownc.r is entitled against sums due Contractor as set forth in this
Agreement shall bear interest at the rate of eighteen percent (18%) per annum, commencing as of the
date any such obligation becomes due or the date Owner is entitled to any such offset.
26. Strikes and Labor Disputes. No strike, picketing or labor dispute of any kind involving
Owner, Contractor, other contractors or suppliers shall excuse the non-performance of any duty of
Contractor set forth herein. In the event of a strike, picketing or labor dispute of any kind which, in
Owner s judgment, has resulted from Contractor s presence on the Project, said actions shall
constitute a default if not cured immediately upon notice thereof and Owner thereafter shall be
entitled to exercise any remedies as provided herein or otherwise. If any of the Work to be performed
by Contractor is regulated by jurisdictional agreement, it is understood that this Agreement includes
that Contractor will perform at the Contract Sum all Work required to be performed by the trade(s)
whose jurisdictional agreement::; regulate Contractor s Work unless otherwise specifically stated
herein.
27. Assignment. Contractor shall not transfer, assign or subcontract this Agreement, or
any part thereof or interest therein, nor any of the payments to become due hereunder, except upon
the written permission of Owner prior to execution hereof.
28. Accounting Records . Owner s duly authorized representatives shall have, during the
term of 111is Agreement and for three years thereafter, access at all reasonable times to all of
Contractors' and its subcontractors' accounts and records of all description, including but not limited
to computer files, pertaining to the Agreement to verify or review the quantity, quality, and progress of
the Work, reimbursable costs, amounts claimed by the Contractor, compliance with regulations, and
estimates of cost for fIXed rates, including those applicable to proposed changes. Where time and
materials work (unit price, hourly or fLxed rates , etc) is perfonned, Owner s above-described
accounting records access shall extend to all of Contractor s records pertaining to all contracts for
assurance that the Work is properly charged and billed by Contractor. Contractor s and its
subcontractors' accounts shall be kept in accordance with generally accepted accounting principles.
Contractor shall include the necessary provisions in its subcontracts to ensure that its
subcontractors comply with this provision.
29. Subcontractors and Materialmen Owner may require Contractor to identify all
subcontractors and materialmen to be employed in the perfonnance of this Agreement. Owner may
reject the Contractor s use of any subcontractor or materialmen hereunder, in Owner s sole and
absolute discretion.
30.Miscellaneous Provisions.
30.Non-Waiver. If Owner does not insist. in any instance, upon strict compliance
with any of the provisions of this Agreement, or to exercise any options provided, this shall not be
construed as a waiver of its right to thereafter require such compliance or to exercise such option.
30.Entire Agreement.This Agreement comprises the entire agreement between the
parties relating to the Work covered hereby and no other agreement, representation or understanding
concerning the same has been made and no oral statement, understandings or agreement shall affect
the tenns hereof. This Agreement shall supersede and replace any previous agreements
understandings, discussions or proposals between the parties hereto whether written or oral. All
representations and warranties, if any, made by any agent or representative of Owner which are
material to this Agreement, or which have acted as an inducement to Contractor to enter into this
Agreement are fully set forth herein. Contractor agrees that any such representation or warranty not
fully set forth in this Agreement is not binding on Owner.
30.Conflicting Terms. In the event of a conflict between the tcnns and conditions of
this Agreement and the provisions of any of the Contract Documents other than this Agreement , the
terms and conditions of this Agreement shall prevail and shall control the rights, obligations and
dutics of the parties hereto.
30.4 Conflict with Law To the best knowledge and belief of the parties, this
Agreement contains no provision that is contrary to federal or state law, ruling or regulation.
However, if any provision of this Agreement shall conflict vvith any such law, ruling or regulation
then such provision shall continue in effect only to the extent permissible. In thc event any provision
is thus inoperative, the remaining provisions shall, nevertheless, remain in full force and effect.
30.Goveming Law. This Agreement shall be construed and governed by the laws of
Idaho.
30.Paragraph Headings. The headings contained in this Agreement are for reference
purposes only and shall not in any way affect the meaning or interpretation hereof.
30.Calendar Days. The term "day" as used in this Agreement or the Contract
Documents shall mean calendar day unless otherwise specifically derIDed.
31. Non-Disclosure.The Contractor specifically agrees not to disclose either any original or
Change Order unit or total price to any person, except with the written approval of the Owner. The
Contractor shall not negotiate for extra or additional work with any party other than Owner, either
before or after completion of this Agreement with respect to any other work on the jobsite, it being
understood that any negotiation for extra or additional work, whether or not part of this Agreement
shall only take place through the Owner. The Contractor shall not execute any modifications
changes or alterations at the request of any person, unless such modification change or alteration
shall be authorized in writing by the Owner.
32. Authoritv; Successors and Assigns. The person signing this Agreement on behalf of the
Contractor hereby represents to the Owner that he or she has the power and authority to execute this
Agreement on behalf of the Contractor. This Agreement shall inure to the benefit of and be binding
upon all of the heirs, executors and administrators, successors, and assigns of each of the parties
hereto.
33. Attorneys' Fees and Payment or Adv8Pg,ement9f, Costs . In addition to any other
remedies provided by law or equity or in this Agreement, should Contractor fail to pay any obligations
hereunder, Owner shall have the right to pay and di8charge such charges or obligations and recover
the cost thereof from Contractor with interest at the rate of eighteen percent (18%) from date of
advance until repaid. Any such advances made by Owner hereunder shall be due and payable on
demand together with any costs of collection and including reasonable attorneys' fees. In the event of
an arbitration pursuant to this Agreement, or if either party to this Agreement brings a legal action or
proceeding against the other party to enforce the provisions of the.:: Agreement, 0,(, on account of a
claim or dispute arising out of this Agreement, then the prevailing party in such arbitration or legal
action or proceeding shall be entitled to reimbursement by the other party for the legal fees and costs,
including reasonable attomcys' fee , incurred by the prevailing party in connection with the
arbitration or legal action or proceeding.
34. Arbitration.All claims , disputes and other matters in question between the Contractor
and the Owner arising out of or relating to this Agreement, the Cul1U'act Documents or the breach
thereof shall be decided by binding arbitration in Boise, Idaho in accordance with the Construction
Industry Rules of the American Arbitration Association then obtaining. The foregoing agreement of
the Owner and Contractor to arbitrate shall be specifically enforceable under the Idaho Uniform
Arbitration Act, Idaho Code ~ 7-901 et seq ; the award rendered by the arbitrators shall be subject to
review only as provided in said Act , and judgment may be entered upon it in accordance with
applicable law in any court having jurisdiction thereof. The Contractor shall carry on the Work and
maintain its progress during any dispute or arbitration or litigation proceedings.
35. lationship of Parties. For all purposes relating to this Agreement and the Work
Contractor is an independent 'contractor, and not an employee or otherwise associated with Owner.
36. Legal ConseQuences; Integration THIS DOCUMENT HAS IMPORTANT LEGAL
CONSEQUENCES. CONSULTATION WITH AN ATTOHNEY PRIOR TO EXECUTION IS ENCOURAGED.
CONTRACTOR IN SIGNING THIS AGREEMENT SPECIFICALLY AGREES THAT' HE HAS READ AND
UNDERSTANDS THIS AGREEMENT IN ITS ENTIRETY, INCLUDING ALL ITEMIZED ATIACHMENTS
AND ALL CONTRACT DOCUMENTS REFERRED TO HEREIN, AND THAT THIS REPRESENTS THE
FULL COMPLETE AND SOLE AGREEMENT BETWEEN OWNER AND CONTRACTOR, AND THAT
THIS AGREEMENT REPLACES AND SUPERSEDES ALL PRIOR AGREEMENTS , REPRESENTATIONS
OR UNDERSTA.1\IDINGS, WHETHER WRITIEN OR ORAL. NO MODIFICATION OF THIS AGREf':MRNT
IS VALID UNLESS IN WRITING AND SIGNED BY THE PARTIES. AS TO THE OWNER
MODIFICATION IS VALID ORH:NifORCEABLE UNLESS SIGNED BY AN OFFICER OF OWNER.
CONTRACTOR:
Name
Title
Date:
--,"-""",...,-
1'his Agreement shall not be valid until accepted by Avimor, LLC and signed as provided below.
OWNER:
A VIMOR, LLC, an Idaho limited liability company
By: SunCor Idaho , Inc.
Its: Sole Member
Name
Title
Date:
County of
) 58.
STATE OF
The foregoing instrument was acknowledged before me this ----- day of --..--,' 2006by ,a . of ------,--,.._-
a(n)
--,._--
corporation, for and on behalf of the corporation.
Notary Public for --"'-".w..,--
Residing at:
My Commission Expires:
STATE OF Idaho
) S8.
County of Ada
a(n)
The foregoing instrument was acknowledged before me this
"----""-
day of -,,----_., 2006
of
-,.,---,--
corporation , for and on behalf of the corporation.
Notary Public for
Residing at:
My Commission Expires:
VIMOR TRANSMISSION MAIN
'-"",--,--',"'..,,"'" '",',""'""--,,.,"""',...,_.-
Bid Package A
-_..,..,....._---,----,--------.,
L,_..m'~..'.._..
.. '" """m,.._.."..,m,..,....--
"...-,,--,
CONTRACT DOCUMENTS - A VIMOR, LLC
PLANS AND SPECIFICATIONS
Draw1nsr No./Date Description
Cover Sheet
Design Criteria Sheet
Access Road Plan and Profile
Water Transmission Main
Water Transmission Main
Water Transmission Main
Water Transmission Main
Water Transmission Main
Water Transmission Main
Water Transmission Main
M -Dry Creek Crossing
GC-l Miscellaneous Details
GC-2Reservoir Connection Detail
GC-3 Booster Station Connection Detail
GC-4 Sediment Control Details
GM-l Misc. Mechanical Details
GM-2 Misc. Mechanical Details
GM-3 Misc. Mechanical Details
Control Building Structural Notes
Pipe Support Detail
WRGjUnited Water On-Site Water Plan Sheet I
WRGjUnited Water On-Site Water Plan Sheet 2
SPECIFICATIONS - PROVIDED SEPARATELY
Division 1 - General
Division 2 - Sitework
02 100 Trenching and Backfill
02110 Protection of Existing Facilities
Division 15 ~ Mechanical
15006 Pipe Supports
15101 Ductile Iron Pipe
15102 Steel Pipe
15150 Disinfection of Potable Water Lines
15160 Hydrostatic Testing of Pressure Pipe
15180 Valves
Ji~XHTBTT A
Page of
Plan Date Revision
Typical All Drawings - 0-6/28/06
Pages 1-
02100-1 - 02100-4
02100-1 - 02110-
15006-1 - 15006-
15101-1- 15101-
15102-1 - 15102-
15 150- 1
15160-1 - 15160-
15180-1 - 15180-
OTHER CONTRACT DOCUMENTS
- Bid Schedule
-,.- General Bid Requirements
-.","
Contract
Certificate of Insurance
Additional Insured Endorsement
National Pollutant Discharge Elimination System & SWPPP Contractor s Certification
Stonn Water Pollution Prevention Plan (SWPPP)
_.,".,
K.... Receipt for 404 Permits and Contractor s Agreement to Comply
- Idaho Contractor Registration Act Compliance
Invoice Format
Location Map & Legal Description
- Joint Application for Pennits - "404 Permit"
- Kleinfe1der, Inc. - Test Pit Logs from Soil/Rock Profile
_,- IDEQ Short Form Activity Exemption Worksheet (Temporary Dewatering)
United Water Exhibits
-,_
Exhibit Al - WarTanty & Facilities Construction
Exhibit A2 - Labor & Materials In- Lieu-of-Cash
Contractor s Rules for Performance & Conduct
Exhibit A-3 - Insurance Requirements
Lien Waiver Fonns
_- Conditional Waiver And Release On Progress Payment
Conditional Waiver And Release On Final Payment
Unconditional Waiver And Release On Progress Payment
Unconditional Waiver And Release On Final Payment
Bond Forms
_- Labor And Material Payment Bond
-,-_
Performanee Bond
EXHIBIT A
Page of
CERTIFICA TE OF INSURANCE
Issue Date
Name and address of Insured:
Company
Letter A
Comp.1ny
Letter B
Company
Letter C
Company
eliee I)
Company
Letter E
Name and address of Insurance Agency:
TillS IS TO CGRTIFY TIIAT poLlcms OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED
NAMED ABOVE AND ARE IN FORCE AT THIS TIME.
Co,Type of Insurance PolicyN I Policy Limits of LiabilityM" E hOAr.urn Jer :,xplratlon InJmum ccurrcncc
Commercial General Liability 000,000 each occurrence
Mandatory Coverages:
Premises/Operations
Personal Injury
Products/Completed Operations
Contractual Liability
Broad Fonn Property Damage
Required if checked:
Underground 1,lazard
Explosion and CQlIapse Hazard
Business Automobile I.iability II.$1,000 000 combined single limit
Owned, Hired, Non-Owned bodily injury and property damage
Assigned. Used
Worker s Compensation III. Worker's Compensation Statutory Limits
Employers' Liability Ernp, Liability $500,000 Each Occurrence
Professional Liability IV.000,000 Each Occurrence
Rcqu ired of SlIrveyorfRngin eerf A rcll itect
Builder $ Risk/Course of Construction
Required if checked
Excess Liability VI.52,OOO,DOO
LJmbrcUa Form
9E!iQIAL ITEMS
SunGor Idaho, Jne, and A vimor, LLC shatJ be added as additional insured for work done 011 all of their
re~pcclivc projects by the Ilamed insured. The insurance referenced on this certificate is primary in respect to the additional in5urcd~ and any
insurance carried by the additional insureds is excess and non-contributing. Any insurance maintailled by SunCor Idaho, Inc, and
Avil11or, LLC shall olily apply in exccss of the eo"crages and limits of insurance available from other sources. None of the
above.described policies shaH be cancelled ,or materially changed without thirty (30) days prior ""Titten notice to Sun Cor Idaho, In(;,
and A vimor, LLc. Ten (10) days norice for non-payrn~CIt of pr';;UlILllu.
Authorized Representative:
Name mId Address ofCertijicatl? Holder:
SunGor Idaho, Inc. and Avimor, LLC
485 E. Riverside Drive, Suite 300
Eagle, Idaho 83616
If3i2002
COMPANY:
POLICY NO.
ADDITIONAL INSURED ENDORSEMENT
THIS ENDORSEMENT CHANGES THE POLICY.
PLEASE READ IT CAREFULLY.
AMENDATORY ENDORSEMENT - ADDITIONAL INSURED
This endorsement modified insurance provided under the following:
Commercial General Liability Coverage Part
It is agreed that the insurance afforded to the Additional insured designated below is primary
insurance.
If the Additional insured has other insurance that is .applicable to the loss, the said other
insurance is excess over any oilier valid and collectible insurance providing coverage.
The Company s limits of liability under this policy shall not be reduced by the existence of
such other insurance.
Designated Additional Insured:Sun Cor Idaho, Inc.
Avimor, LLC
EXHIBIT A
Page of
NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM (NPDES)
CONTRACTOR'S CERTIFICATION
VIMOR, LLC
In accordance with NPDES responsibility requirements, all contractors and subcontractors on
construction projects must be named and the portion of the project the contractor/subcontractor
is responsible for must be identified. Each contractor/subcontractor must also sign a copy of the
following certification statement:
The undersigned hereby certifies under penalty of law that it understands the terms and
conditions of the general National Pollutant Discharge Elimination System (NPDES) permit
(Construction General Permit) and associated Storm Water Pollution Prevention Plan (SWPPP)
which identifies the site specific requirements and associated best management practices (BMP'
that authorizes the storm water discharges associated 'with industrial activity from the
construction site identified above.
CONTRACTOR:
BY:DATE:
ITS:
EXHIBIT A
Page of
Idaho Contractor Registration Act Compliance
In accordance with Idaho Code Section 54-5201-54-5219, I hereby certify
under penalty of law, that -", "'.-."""..""m
registered under the Idaho Contractor Registration Act
No.
---~---,
m.."","._,-"",- is exempt from registration and is licensed as a
,-~
, existing License No. -","---
CONTRACTOR:
By:
_,_-,",-,--,-
Date:
Its:
CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
Project:
Job No.
---,-_...",---
PO# ----,----,,--
On receipt by the undersigned of a check from -------"',,------------ in the' ~lIm of $(Maker of Check) (Amount)
payable to and when the check has been properly endorsed and has been paid
(Payee of Check!
oy the bank on which it is drawn, this document becomes effective to release any mechanic s lien , any stop
notice rights, any state -or federal statutory bond right, any private bond tight, any claim tor payment and any
rights under any similar ordinance , rule or statute related to claim or payment rights for persons in the
undersigned's position that the undersigned has on the job of , located at
(Owner)
-.... to the following cxtcn 1. This release covers a progress payment for all labor, services,
(.Job Description)
equipment or materials furnished to the jobsite or to , thrOl.lgh
...__,__---"......"-,---",,
(Per$O11 With Whom Undersigncd Contracted)(Date)
only and does not cover any retention, pending modifications and changes or items furnished after that date.
Be-fore any recipient of this document relies on it, that person should verify evidence of payment to the
undersigned,
The undersigned warrants that he either has o.1ready paid or will use the monies he receives from this
progress payment to promptly pay in full all of his laborers, subcontractors, materialmen and suppliers for
work, materials, equipment or services provided for or to the above-referenced project up to the date of this
Waiver.
Date:
"",---"-""",,,,-'.--
(Company Name)
(Signature)
(Title)
EXHIBIT A
Page of
CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
Project:.. POil
...
Job No.
---_.,.,.,_.,----,
On receipt by the undersigned of a check from in the sum of(Maker of Check) (Amount)payable "~-~---""--- , and when the check has been properly endorsed and has been paid by the(Payee of Check)
bank on which it is drawn, this document becomes effective to release any mechanic s lien, any stop notice
rights, any state or federal statutory bond right. any private bond right, any claim for payment and any rights
under any similar ordinance, rule or statute related to claim or payment rights for persons in the
undersigned's position that the undersigned has on the job of
---
, located at
(OVo'11er)
..-----
This l~elease covers the final payment to the undersigned for all labor, servicesJob Description)
equipment or materials furnished to thejobsite or to
-_._---_..."'--,-_....,--,-..._-- .
(person With Whom Undersigned Contracted)except for disputed claims in the amoUnt of $
------
. Before any recipient of this document
(Anlt. of Disputed Claims)relies on it, that person should verify evidence of payment to the undersigned.
The undersigned warrants that he either has already paid or will use the monies he receives from this
final payment to promptly pay in full all of his laborers, subcontractors, materialmen and suppliers for all
work, materials. equipment or services provided for or to the above-referenced project up to the date of this
Waiver.
Datc;
~"--,_..--_.._,--".._._,,.._-
(Company Name)
(Signature)
(Title)
EXHIBIT A
Page of
UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT
Project:
-_.
PO#
Job No.
-".._-
The undersigned has been paid and has received a progress payment in thf'. sum of $
(Amount)
for all labor, services, equipment or material furnished to the jobsite or to
(Person With Whom Undersigned Contracted)
located at -
"---,....",
,.- and does hereby release any(Owner) (Job Description)
mechanic s lien, ciny stop notice l;ghts, any state or federal statutory bond right, any private bond right, any
on the job of
claim for payment and any rights under any similar ordinance, rule or statute related to claim or payment
rights for persons in the undersigned's position that the undersigned has on the above-referenced project to
the following extent. This Release covers a progress payment for all labor, services, equipment or materials
furnished to the jobsite or to through only and does not cover any
(Person With Whom Undcrsig11ed Contracted!(Date)
retention, pending (modifications and changes or items furnished after that date. The undersigned warrants
that he either has already paid or will use the monies he receives from this progress payment to promptly
pay in full all of his. laborers, subcontractors, materialmen and suppliers for aJl work, materials, equipment
or services provided for or to the above referenced project up to the date of this Waiver,
Date:
(Company Name)
(Signature)
--..--
(Tille)
NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN
PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN
, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL RELEASE
FORM.
EXHIBIT A
Page of
UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
Project:POII
__","
Job No,
-,-","""",""-"--""'._"'--'
The undersigned has been paid in full for all labor, services, equipment or material furnished to the jobsiteor to on the job of
(Person with Whom Undersigned Contracted)
"'"' ....,-- located at
,..
(O""1ter)
..........--.-......-
(Job Description)
does hereby waive and release any right to mechanic s lien, any stop notice lights, any state or federal
statutory bond right, any private bond right, any claim for payment and any rights under any similar
ordinance, rule or statute related to daim or payment rights for persons in the undersig;ned's position, except
for disputed daims for extra work in the amount of $
(NnouI1t of Di$puted Claim)
The undersigned warrants that he either has a.1ret~dy paid or wiH use the monies he receives from this
final paymen~ to promptly pay in run all of his laborers, subcontractors. materialmen and suppliers for all
work, materials, equipment or services provided for or to the above-referenced project.
Date:
(Company Name)
(Signature)
(Title)
NOTICE: THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN
PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN
IT~ EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL RELEASE
FORM.
EXHIBIT A
age of
LABOR AND MATERIAL PAYMENT BOND
KNOW ALL MEN BY THESE PRESENTS THAT
Principal"), as Principal , and
Surety ), a corporation organized and existing under the laws of the State of Idaho
holding a certificate of authority to transact surety business in Idaho, issued by the Director of the
Depcrlmtnt of Insurance pursuan.t to Title 41 , Ch. 26, as Surety, Me held and firmly bound un
(hereinafter "Obligee ) in the amount of
Dollars ($ for the payment whereof, Principal and Surety bind themselves, and
their heirs, administrators, executors, successors and assigns , jointly and severally, firmly by these
presents.
--",.._,,
(hcreinafter
(hereinafter
WHEREAS, the Principal has entered into a certain written Contract "vith the Obligee, dated
the day of , 20 , to
which Contract is hereby refen-cd
and made a part hereof.
NOW, THEREFORE, THE CONDITION OF THE OBLIGATION IS SUCH that if the Principal
promptly pays all monies due to all persons perfumling lab()1' or professional services or furnishing
materials to the Principal or the Principal's subcontractors in the prosecution of the work provided
for in the Contract, this obligation is void. Otherwise it remains in full force and effect.
PROVIDED, HOWEVER, all right and remedies on this bond shall inure solely to such
persons named in said statute and shall be determined in accordance with the provisions
conditions and limitation~ of said statute and any other statute referred to therein to the same
extent as if the statute or statutes were copied at length therein.
Witness our hands this day of
---'.--"--'"-"-"",."._"",-",,-
PRINCIPAL SURETY
By:
_........
By:
(Power of Attorney must be attached)
EXHIBIT A
Page of
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS THAT
_._._
._mm____'
(hereinafter "Principal"), as Principal, and -
--,--,-,-,-,-
(hereinafter "Surety ), a corporation organized and existing under the laws of theState of holding a certificate of authority to transact surety business in Idaho
are held a-nd firmly bound unto (hereinafter "Obligeein the amount of Dollars ($
), for the payment whereof, Principal and Surety bind themselves, and their heirs
administrators, executors, successors and assigns, jointly and severalIy, firmly by these presents.
the
WHEREAS, the Principal has entered into a certain "witten Contract \l\.rith the Obligee , datedday of , 20 , to
which Contract is hereby refelTed to and made a part hereof.
NOW , THEREFORE, THE CONDITION OF THE OBLIGATION IS SUCH that, if Principal shall
promptly and faithfully perform said Contract, then tbis obligation shall be null and void.
Otherwise it shall remain in full force and effect.
The Surety hereby waives notice of any alteration or extension of time made by the Obligee.
Whenever Principal shall be, and declared by Obligee to be in default under the Contract,
the Obligee having perlormed Obligee s obligations thereunder, the Surety may promptly remedy
the default or shall promptly (1) complete the Contract in accordance with its tenus and
conditions, or (2) obtain a bid or bids for completing the Contract in accordance \vith its terms and
conditions, and upon determination by Surety of the lowest responsible bidder, or, if the Obligee
elects, upon determination by the Obligee and the Surety jointly of the lowest responsible bidder
arrange for a contract between such bidder and Obligee, and make available as work progresses
(even though there should be a default or a succession of defaults under the Contract or Contracts
of completion arranged under this paragraph) sufficient funds to pay the cost of completion less
the balance of the contract price; but not exceeding, including other costs and damages for which
the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term
balance of the contract price " as used in this paragraph, shall mean the total amount payable by
Obligee to Principal under the Contract and any amendments thereto, less the amount properly
paid by Obligee to Principal..
AllY suit under tills bond must be instituted before the expiration of two (2) years from the
date on which fmal payment under the Contract falls due.
EXHIBIT A
Page of
No right of action shall accrue on this bond to or for the use of any person or corporation
other than the Obligee named herein or the heirs, executors, Rrlministrators or successors of the
Obligee.
Witness our hands this day of.
PRINCIPAL
Its:
"""."-......."""",""""
SURETYBy:
'_._-,,--~-
(Power of Attorney mU$t be attached)
EXHIBIT A
Page of
EXHIBIT C
INSURANCE REQUIREMENTS
A vimor and its contractors shall purchase and maintain such insurance as will protect A vimor and
the Company from claims which may arise out of or result from Avimor s operations under this
Agreement, or by anyone for whose acts any of them may be liable. Such insurance shall be written
for not less than the coverage and any limits of liability specified below, or as required by law
whichever is greater. By requiring insurance specified herein, the Company does not represent that
such coverage and limits will necessarily be adequate to protect Avimor and it's contractors, and
such coverage and limits shall not be deemed as a limitation on Avimor s or it's contractor s liability
under the indemnities or warranties granted to the Company in this Agreement.
Certificates of Insurance acceptable to the Company shall state that they are Primary Insurance and
shall be filed with the Company prior to the commencement of the System Extension work. These
Certificates shall contain a provision that coverage afforded under the policies will not be canceled
until at least sixty (60) days prior written notice has been given to the Company, except ten (10)
days notice for non-payment of premium. The Company shall be named as an additional insured on
all policies except workers' compensation.
A vimor shall furnish the Company with notice of all claims it receives and shall keep the Company
informed as to the status of each claim.
1. Worker s Compensation:(a) State:(b) Applicable Federal (e., Longshoremen s):
(c) Employer s Liability:
Statutory
Statutory
$100,000
2. Commercial General Liability (including Premises-Operations; Independent Contractors
Protective; Products and Completed Operations; Broad Form Property Damage; Blanket
Contractual Liability, Personal Injury with Employment Exclusion deleted):
(a)
(b)
Bodily Injury and Property Damage: Single Limit $1,000,000
Products and Completed Operations to be maintained for two (2)year(s) after final
payment.
Property Damage Liability Insurance shall provide X, C and coverage as
applicable.
(c)
3. Comprehensive Automobile Liability:
Bodily Injury and Property Damage: Single Limit $1,000,000
4. Umbrella Excess Liability: $5,000,000 over primary insurance
5. Environmental Impairment/Pollution Liability or Contractor s Pollution Liability: $000,000
EXHIBIT D
VVoter En Gorin . LLC
~;at~;:resource consultants
."...""""",.."......,-"_.-.".."._"""-",..""....",....",,,,,
MEMORANDUM
DATE:June 9 2006
TO:Tim Farrell
FROM:
CC:
Shawn Kohtz .%J
RE:Avimor Development Booster Station Upsizing Fee, Revised
JOB NO.: 285.0180
Tim:
I recommend a Broken Horn Booster Station upsizing fee for the Avimor Development
of $63 000.. This is a probable cost to provide oversjzlng for aquifer storage and
recovery flows associated with the Sandy Hill Aquifer as well as transmission back
toward North Boise from Ayimor. Probable cost analysis is summarized as follows:
Item Unit # Units Unit Cost Total
Spool, 12"$50 $350
Tee, 12"X12"$1,450 $1,450
Gate Valve, 12"$1.525 $3,050
PRVs with Controls, 12"$12,750 $25 500
Spool, 16" $75 050
Tee, 16"X12"$1,800 800
0 Elbow, 16"500 500
Building Space for PRVs only 174 $100 $17,400
Mobilization/Contingency (15%)$8,250 $8.250
Total $63,3-50
Assumptions in the analysis are summarized below:
-----"--"-,_...,.._,-~....~......"".."..",-.,.._..,,,,,
600 Ea$t River Park Lane , Suite 105 , 8oise , Idaho 83706 Tel: [phone] Fax: [phone]
---,.---,..,.,.----..,."'."--"'-'--
""""""-"""'m
',,"""
June 9, 2006'--"'_m"m",'__"'----.'
--'
1) Current construction cost data for all fittings, gate valves, and spools was based on
the current version of 2006 RSMeans Heavy Construction Cost Data, Cost data was
based on installed cost. A location factor of 90.7% was applied to the installed cost
based on the Boise, I daho location (2006 RSMeans Heavy Construction Cost Data).
2) Mobilization/demobilization probable costs are 10% and construction contingency
probable costs are 5%.
3) Pressure redu-cing valve costs are based on a quote from GC Systems (Cia-Val
representative) of $8,500 for one valve and controller. The install cost is assumed to
be approximately 50% of the equipment cost.
4) Building construction cost is assumed to be $1001ft2
For simplicity, this analysis neglects pump and manifold oversizing associated with
three vertical turbine pumps directing flow from the Hidden Springs Reservoir to the
Broken Horn Reservoir with a portion of these flows servicing the aquifer storage and
recovery project. Only components associated with the reverse flow direction (Broken
Horn Reservoir to Hidden Springs Reservoir) are included in this analysis.
--,-,,-,,..'---""",-------"--"-,,,,
Page 2
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EXHIBIT F
CEA No.
RIGHT-OF-WAY AGREEMENT
THIS INDENTURE made this day of , between
, hereinafter designated as the grantor(s), and UNITED WATER IDAHO INC., a
corporation organized and duly existing under and by virtue of the laws of the State of Idaho, with its
principal offices located at 8248 West Victory Road, Boise, Idaho 83707, hereinafter designated as the
grantee;
WITNESSETH: That the grantor(s) in consideration of the sum of One Dollar and other valuable
considerations the receipt whereof is hereby acknowledged, hereby grants, bargains, sells, and conveys unto
the grantee, its successors and assigns, a perpetual and non-exclusive easement and right-of-way for the
construction, installation aRd continued operation, maintenance, repair, inspection, alteration, replacement
and removal of underground water pipe lines and all necessary appurtenances, together with the perpetual
right and privilege of ingress, egress, and regress to and for the grantee, its employees, agents, contractors
sub-contractors, successors, and assigns, over, under, on, through, in, upon, and across the following
described real property belonging to the said grantors and as shown on attached Exhibit "
The foregoing grant of easement and right-of-way is further subject to the following conditions
covenants and agreements ofthe parties hereto:
1. The easement and right-of-way granted hereby shall apply to and run with the lands of Grantor and shall
be binding upon the heirs, executors, administrators, successors and assigns of Grantor and may be released
extinguished or abandoned only by an appropriate document executed by the Grantee.
2. Grantee shall have the right from time to time to trim and cut and clear away any trees and bushes now
or hereafter on said easement and right-of-way which may be necessary for the construction, installation
maintenance, improvement, operation, inspection, repair, replacement, renewal and removal of such water
facilities or which mayor become a hazard to said pipes, mains, appurtenances and fixtures.
3. Grantor shall not erect or construct any buildings, fences or structures on said easement and right-of-way,
shall not plant crops, shrubs or trees on said easement and right-of-way, or otherwise limit Grantee s ability
to access, maintain, or operate the water mains and lines or in any way limit Grantee s ability to exercise its
right under this Agreement. Grantor shall have the right to reasonably landscape the easement consistent
with the landscaping of the area.
4. Grantee shall backfill any trench made by it on said easement and right-of-way, and shall return the
easement and associated improvements thereon (i.e. landscaping, roads, sidewalks) as reasonable as possible
to its original condition, normal wear and tear excepted. Grantee shall use caution during construction and
in the future to prevent damage to Grantor and Grantor s property.
EXHIBIT F
5. Grantor shall not suffer or permit the installation of any electric, cable, sewer, gas or other utility lines
pipes, poles or appurtenances on, over, under or across the easement and right-of-way granted hereby if such
installation unreasonably limits Grantee s ability to access, maintain or operate the water mains and lines or
umeasonably limits Grantee s ability to exercise its rights under this Agreement.
6. Any water mains, pipes, appurtenances and property and accessories installed, maintained, removed or
replaced by Grantee in the easement and right-of-way granted hereby shall at all times be and remain the sole
personal property of Grantee for use in its business and subject to removal by it at any time, and shall be
deemed to be personal property and not permanently affixed to the realty so as to become fixtures.
7. Except as herein provided, this Agreement contains the entire agreement of the parties with respect to
the subject mater hereof and may not be amended or terminated except by written agreement signed by both
parties hereto, and supersedes all prior oral and written agreements or understandings with respect to the
subj ect matter hereof.
8. Grantee shall have the right to assign this easement and right-of-way and the rights granted to it hereby
any duly authorized water delivery entity without any approval or permission of the Grantor. Assignment to
any other than a duly authorized water delivery entity shall require approval of the Grantor, which approval
shall not be unreasonably withheld.
9. Grantor represents that it has the right in the property to grant this easement.
10. This Agreement shall be binding upon the successors or assigns of the respective parties.
11. This Agreement shall be construed and enforced in accordance with the laws of the State of Idaho.
TO HAVE AND TO HOLD the same unto the grantee, its successors and assigns, FOREVER.
IN WITNESS WHEREOF these presents have been executed by the undersigned thisday of , 20
GRANTOR:
GRANTEE:UNITED WATER IDAHO INC.
Gregory P. Wyatt
EXH'IBIT F
STATE OF IDAHO
County of ADA
personally appeared before me
who is personally know to me
whose identity I proved on the basis of
Notary Public
My commission expires on:
STATE OF IDAHO
COUNTY OF ADA
, a notary public, do hereby certify that on this day of20 , personally appeared before me , who, being by me first duly sworn
declared that he/she is the of , thathe/she signed the foregoing document as , of the corporation, and that the
statements therein contained are true.
Notary Public
My Commission Expires on:
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EXHIBIT I
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, That Avimor, LLC, Party of the First Part, for and
in consideration of the sum of One Dollar ($1.00) in lawful money (and other good and valuable
consideration) to it paid by United Water Idaho Inc., 8248 West Victory Road, Boise, Idaho
83709, a corporation, Party ofthe Second Part, the receipt of which is hereby acknowledged by it
has granted, bargained, sold, transferred, set over and delivered unto the Party of the Second Part
the System Extension to the water utility system, including all water mains, services, valves
hydrants, reservoirs, booster stations, equipment and appurtenances, and the complete water
system located on the real property described in Exhibit "A" attached hereto (being hereinafter
collectively referred to as the "System Extension
Party of the First Part hereby warrants and represents that it has all the requisite right and
authority to make this conveyance, and that the System Extension is free from all liens and other
encumbrances, and that each and every contractor and sub-contractor furnishing labor or
materials relative to the construction of the System Extension have been paid in full.
TO HAVE AND TO HOLD the same unto the Party of the Second Part, its successors and
assigns, forever; and that said Party of the First Part does for its covenant agree to WARRANT
and DEFEND the sale of said personal property, goods and chattels hereby made, unto the said
Party of the Second Part, its assigns against all and every person and persons whomsoever
lawfully claiming or to claim the same.
IN WITNESS WHEREOF the Party of the First Part has caused these presents to be signed and
its seal to be affixed by its officer, hereunto duly authorized, this dayof ,
---
By:
Title:
STATE OF
County of
personally appeared
before me
who is personally known to me
whose identity I proved on the basis of
to be the signer of the above document, and he/she acknowledge that he/she signed it.
Notary Public
My Commission Expires on:
Accepted by United Water Idaho Inc.Date: