20071001Application.pdf

McDevitt & Miller Ltp
Lawyers RECEIVED
[phone]
[phone] (Fax)
420 w. Bannock~~~tp 28 PH \: 58
o. Box 2564-S-j~bt'
Boise, Idaho 8370~D~119 F~~SIOi.UT\1I1\t.S COhl
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Chas. F. McDevitt
Dean J. (Joe) Miller
September 28, 2007
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 ofthe
Testimony of Gregory P. Wyatt, with a copy designated as "Reporter s Copy . A computer disc
containing the testimony and exhibits is also enclosed.
Kindly return a file stamped copy of this letter and Application.
Very Truly Yours
McDevitt & Miller LLP
W UilDean J. Miller
DJM/hh
Enclosures
ORIGINAL
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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(ti)mcdevitt- miller .co m
2001 SE? 28 PM I: 59
IDAHO PUBLIC
UTILITIES COMMISSIO1\
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICA nON
OF UNITED WATER IDAHO INC., FOR AN
AMENDMENT TO ITS CERTIFICATE OF
PUBL~s.CONVENIENCE AND NECESSITY
NO. 14,.z AND FOR AN ACCOUNTING
ORDER.
Case No. UWI-O7-
APPLICATION AND REQUEST
FOR MODIFIED PROCEDURE
COMES NOW United Water Idaho Inc.
, ("
United Water , or "Applicant"
pursuant to RP 112 and 201 in support of this Application respectfully shows as follows
to wit:
Applicant is a public utility water corporation within the meaning ofthe Idaho
Public Utility Law, is duly organized and existing under the laws of the State of Idaho
and engaged in conducting a general water business in and about Boise City, Ada
County, Idaho and in Canyon County, having its principal office and place of business at
8248 West Victory Road, P.O. Box 190420, Boise, Idaho 83719-0420.
APPLICA nON 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 Applicant's Articles of Incorporation, together with all
amendments to date, is on file with the Commission.
IV.
F or over 100 years, Applicant, together with its predecessors in interest, has
owned and operated and now owns and operates an extensive and integrated water
system in Boise City, Idaho, and in certain territory within Ada County in the vicinity of
but outside the present corporate limits of said Boise City, and renders general water
service within such territory and to the inhabitants thereof. Applicant also provides
service to isolated subdivisions in Canyon County, Idaho.
On or about May 15 2000, in Order No. 28377, Case No. UWI-00-, the
Commission approved an expansion of United Water s Certificate of Public Convenience
and Necessity to provide service to the Danskin and Saddle Ridge subdivisions in Ada
County, Idaho. The expansion was pursuant to a Residential or Multiple Family Housing
Non-contiguous Water System Agreement dated December 30, 1999, which Agreement
was approved by the Commission, with modifications ("Non-Contiguous Agreement"
The Non Contiguous Agreement established the creation of a separate domestic water
APPLICA nON and REQUEST FOR MODIFIED PROCEDURE - 2
system for the subdivisions ("Danskin-Saddle Ridge System ) which is not connected to
United Water s integrated system.
VI.
The City of Kuna ("Kuna ) is a municipal corporation organized and existing
under the laws of the State of Idaho. The Danskin-Saddle Ridge System is located
adjacent to but outside the current Kuna municipal boundaries, but within Kuna s City
Area of Impact, as depicted on the map attached hereto as Exhibit A.
VII.
Commencing in 2006, United Water and Kuna entered into a series of
negotiations relating to the provision of water service in the vicinity of Kuna. As a result
of those negotiations, United Water and Kuna have reached a comprehensive
understanding resolving certain water right disputes.
VIII.
As part of the comprehensive understanding, United Water has agreed to sell and
Kuna has agreed to purchase the Danskin-Saddle Ridge System providing service to the
Danskin, Saddle Ridge, and Iron Horse subdivisions. Attached hereto as Exhibit B, is a
true and correct copy of the AGREEMENT FOR PURCHASE AND SALE BETWEEN
UNITED WATER IDAHO INC., AND THE CITY OF KUNA ("Agreement") whereby
United Water has agreed to sell and Kuna has agreed to purchase the Danskin-Saddle
Ridge System.
IX.
Pursuant to the Agreement, the purchase price is $375 000 to be paid in cash at
closing.
APPLICA nON and REQUEST FOR MODIFIED PROCEDURE - 3
Pursuant to the Agreement, Kuna has agreed to assume United Water
outstanding obligations under the Non-Contiguous Agreement and Main Line Extension
Agreements with other third parties and to hold United Water harmless from further
obligations there under.
XI.
Acquisition of the Danskin-Saddle Ridge System by Kuna is consistent with the
Public Convenience and Necessity because the customers will obtain water service from
a dependable municipal supplier (Kuna) at rates that are lower than United Water s rates.
In addition, when Kuna connects the Danskin-Saddle Ridge System with their existing
municipal system, the customers will experience improved redundancy for both domestic
and fire protection flows.
XII.
Exhibit C, attached hereto, sets forth United Water s proposedjoumal entries to
account for the sale proceeds. United Water requests that the Commission approve the
proposed accounting entries.
XIII.
For the reasons set forth in the Direct Testimony of Gregory P. Wyatt and the
Memorandum in Support of Application, filed herewith, United Water further requests a
determination that gain or profit associated with the transfer is the property of United
Water and that its customers do not have an interest therein.
APPLICA nON and REQUEST FOR MODIFIED PROCEDURE - 4
XIV.
Contemporaneously with the filing of this Application, United Water is providing
notice to the Danskin-Saddle Ridge System customers of the intended sale. A true copy
of the customer notification is attached hereto as Exhibit D.
Request for Modified Procedure
United Water does not believe a hearing is required to consider the issues
presented herein and pursuant to IPUCRP 201 et. Seq. requests that this matter be
processed by Modified Procedure. If the Commission determines that a hearing is
required, United Water is prepared for immediate hearing, based on the Direct Testimony
of Gregory P. Wyatt, filed herewith.
WHEREFORE United Water respectfully requests that the Commission enter its
orders:
Determining that this matter be processed pursuant to Modified Procedure;
Approving the modification of United Water s Certificate of Public
Convenience and Necessity by eliminating the Danskin-Saddle Ridge System therefrom;
Confirming that after the date of closing of the purchase and sale
transaction, United Water will have no further obligation to provide domestic water
service to the Danskin-Saddle Ridge System customers;
Confirming that following the assumption by Kuna of the Non-Contiguous
Agreement and the Main Line Extension Agreements, United Water will have no further
obligations there under;
Approving the accounting proposal set forth above;
APPLICA nON and REQUEST FOR MODIFIED PROCEDURE - 5
Determining that gain arising from the transfer is the property of United
Water; and
Granting such other further relief as is appropriate in the circumstance.
DATED this 7j..J.day of September, 2007.
UNITED WATER IDAHO INC.
\lQQ
Dean J. Miller
Attorney for Applicant
APPLICA nON and REQUEST FOR MODIFIED PROCEDURE - 6
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AGREEMENT FOR PURCHASE AND SALE
BETWEEN
UNITED WATER IDAHO INC.
AND
THE CITY OF KUN A
Exhibit B of ApplicationP..np1n~.r;1
TABLE OF CONTENTS
RECIT ALS ...... ....................... .............................. ........................ ........ ................ .... ......... 1
AGREEMENT ...
................ ....
...................... ..... ........................... ........ .................. ........... 1
AGREEMENT FOR SALE AND PURCHASE......,........,......,.,.,..........,..,................., 2
PURCHASE PRICE AND PAYMENT TERMS,..........,..,........,.................,............... 2
3. AS IS",.....,...,.......,..,.......,....,.,....,......."."......,.."...."......,.,....,.,.".."..,.........,.......,...,.,.."."........,..,
4. TITLE MATTERS"",.""""."""""",."".."""."""',.,""",..,.,.,.,.,..".,."".,."""..",."".,"""".,.,
5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER,
REPRESENTATIONS, WARRANTIES AND COVENANTS OF BUYER..,
CONDITIONS PRECEDENT TO CLOSING ...................,................................,........ 5
8. ASSIGNMENT AND ASSUMPTION OF AGREEMENTS, AND OF-SITEMAINLINE REFUNDS OBLIGATION,..,..,...,.........,.,..,..,...,....."...,.,..,..,...,.,.,..",..,...,,
CLOSING RELATED MATTERS; POST-CLOSING ................,....................,...... 8
10. CLOSING DOCUMENTS ,......"...,..,..,.."....,...,..,.,..,....,......"........"..,...,.,....,.,.,.",..,.,..,..".
11. PRORATIONS AND ADJUSTMENTS.................,.,......................,...,.............,............ 9
12. DEFAULT AND REMEDIES..,...............,....,..................,............,.,................................
13. BROKERAGE"."
~""...""",.",.".,.",."",.,.,.,,,,..,"",..",.,."."".,.,.".",.,.,.,...""....,."",.,..",....,.,,
14. INTERVENING DAMAGE OR LOSS..........,.....................,.,........,....,......................,.
15. NOTICES..,...,...,.",.,...,."..,.,.",.........."......,.,..,.,.....,...,......"......,...,...",....",....,........,..,,.....,..,.,.
16. MISCELLANEOUS............".,.....,.........,."..,.,.",...,.,....,....,......",.,...""....",...,...,...."....,.,..,
TABLE OF CONTENTS-
Exhibit B of Application
Page 2 of 61
AGREEMENT FOR PURCHASE AND SALE
THIS AGREEMENT FOR PURCHASE AND SALE is made by and among
UNITED WATER IDAHO INc., an Idaho corporation (hereinafter referred to as
United Water" or as "Seller ) and THE CITY OF KUNA, an Idaho municipal
corporation, (hereinafter referred to as "Kuna" or as "Buyer
RECITALS
A. United Water owns and operates a domestic water system located in Ada
County, Idaho, located within the Danskin, Saddle Ridge and Iron Horse Estates
Subdivisions.
B. United Water desires to sell to Kuna, and Kuna desires to acquire the
domestic water system assets and related tangible and intangible property described in
Section 1 (the "Domestic Water System ) under the terms and conditions set forth herein.
The location of the Domestic Water System is depicted on Exhibit B.
C, Contingent upon requisite approval by the Idaho Public Utilities
Commission ("Commission ) and closing of the sale contemplated by this Agreement it
is contemplated that Kuna will furnish uninterrupted, quality domestic water service to
the aforementioned area now served by United Water,
D, United Water has previously entered into a RESIDENTIAL OR
MULTIPLE F AMIL Y HOUSING NON-CONTIGUOUS WATER SYSTEM
AGREEMENT ("Non-Contiguous Agreement") with Stetson Properties, LP. and Walter
T, Sigmont and Ruth A, Sigmont, husband and wife dated December 30, 1999 United
Water desires to assign and Kuna desires to assume United Water s obligations under the
Non-Contiguous Agreement, United Water has also previously entered into three
RESIDENTIAL, MULTIPLE F AMIL Y HOUSING, COMMERCIAL INDUSTRIAL OR
MUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENTs; one
with Stetson Partners, LP dated October 15 2003 ("Stetson Agreement"); one with
Joseph & Kathryn Guido dated June 21 , 2004 ("Guido Agreement"); and one with the
Corporation ofthe Presiding Bishop of the Church of Jesus Christ of Latter-Day Saints
dated June 5 , 2006 ("LDS Agreement"). United Water desires to assign and Kuna desires
to assume United Water s obligations under the Stetson Agreement, the Guido
Agreement and the LDS Agreement, The Non-Contiguous Agreement, the Stetson
Agreement, the Guido Agreement and the LDS Agreement are all attached hereto as
Exhibit C.
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing recitals and of the terms
conditions and mutual covenants herein set forth, the parties hereto mutually covenant
and agree as follows:
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 3 of 61
AGREEMENT FOR SALE AND PURCHASE
United Water agrees to sell, assign, transfer and convey, by warranty deed, bill of
sale, assignments, and other instruments of transfer satisfactory to the parties, and Kuna
agrees to purchase, all for a purchase price and subject to and upon each of the terms and
conditions hereinafter set forth, the following:
(a) Tane:ible Personal Property. All tangible personal property and only that
tangible personal property used and useful in connection with the operation and
maintenance by United Water of the Domestic Water System and the furnishing of water
services including, without limitations, buildings, wells, motors, pumps, appurtenances
equipment, valves, pipes, water lines, service lines, fire hydrants, meters, meter boxes
and lids, valves, machinery, inventory, surveys, maps, records and supplies (all
hereinafter collectively referred to as the "Tangible Property ). The Tangible Property
includes the items listed on attached EXHIBIT A. The Domestic Water System pipelines
are depicted on the illustrative map attached hereto as EXHIBIT B.
(b) Intane:ible Property. All intangible property and only that intangible
property used and useful in connection with the operation and maintenance by United
Water of the Domestic Water System and the furnishing of water services including,
without limitation, all leases, ground water rights, land rights, permits, easements, rights-
of-way, customer lists and records, well logs, maintenance records, tariffs and rules and
regulations governing the rendering of service and extension of service to future
development, franchises, permits, certificates (all hereinafter collectively referred to as
Intangible Property
(c) Real Property. All Real Property and only that Real Property used and
useful in connection with the operation and maintenance by United Water of the
Domestic Water system, which is more fully described in EXHIBIT D and is referred to
as the "Well Lot"
PURCHASE PRICE AND PAYMENT TERMS
The purchase price shall be THREE HUNDRED SEVENTY FIVE THOUSAND
DOLLARS ($375 000) payable in full, by cash, certified check or bank wire transfer on
the Closing Date,
AS IS
Except for the representations and warranties of United Water set forth in this
Agreement, it is understood and agreed that Kuna will have completed by the Closing
Date Kuna s inspection of the Domestic Water System and that Kuna is purchasing the
Domestic Water System "as is" and "where is" as of the Closing Date, and with all faults
and defects, latent or otherwise, and that United Water makes no representations or
warranties, either express or implied, by operation of law or otherwise, with respect
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 4 of 61
to: the quality, physical condition or value ofthe Domestic Water System; or the
Domestic Water System s suitability or fitness for a particular purpose,
TITLE MATTERS
(a) United Water shall deliver or cause to be delivered to Kuna not more than
twenty (20) days after the date of execution hereof, complete and current request searches
for all Uniform Commercial Code ("UCC") Financing Statements filed with the Secretary
of State of Idaho and with the Recorder of Ada County, Idaho, in the name of United
Water as Debtor, evidencing that all items of Tangible Property and Intangible Property
being sold hereunder are free and clear of all liens, claims and encumbrances; or, if so
encumbered, United Water shall cause the same to be terminated or released on or before
the Closing Date, Kuna shall pay the cost of such UCC searches and terminations or
releases,
(b) United Water shall furnish to Kuna, not more than twenty (20) days after
the date hereof a commitment for a title insurance policy (the "Commitment"), dated after
the date hereof, issued by a Title Insurer in the amount of that portion of the Purchase
Price allocated to the Well Lot, which is hereby acknowledged and agreed to be Forty
Nine Thousand Five Hundred and nolI OOths dollars ($49 500,00), showing marketable
and insurable title to the Well Lot subject only to: (i) title exceptions pertaining to liens or
encumbrances of a definite or ascertainable amount which may be removed by payment
of money or otherwise on the Closing Date and which United Water shall so remove at
that time; and (ii) permitted exceptions as set forth in Exhibit E. If the Commitment shall
disclose defects, encumbrances, or exceptions to title not reasonably acceptable to Kuna
Kuna shall disapprove by giving written notice thereof to United Water within thirty (30)
days, to remove the same or to have the Title Insurer commit to insure against loss or
damage that may be occasioned by such un-permitted exceptions by special endorsement
in form and with increased title insurance in an amount equal to the amount of any policy
modifications issued thereof, which are satisfactory to Kuna in Kuna s reasonable
discretion,
REPRESENT A TIONS, WARRANTIES AND COVENANTS OF SELLER
United Water hereby represents and warrants to Kuna that as of the date hereof
and/or as of the Closing Date:
(a) Authoritv, That United Water is an Idaho corporation that has been duly
organized and is validly existing and in good standing as a corporation under the laws of
the State of Idaho, and has full power and authority to: (i) transfer title to the Domestic
Water System; (ii) enter into this Agreement; and (iii) carry out and consummate the
transactions contemplated by this Agreement.
(b) Effect of Transactions , That neither the execution of this Agreement nor
the consummation of the transactions contemplated hereby will: (i) result in a breach of
or a default under any agreement, document or instrument to which United Water is a
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 5 of 61
party or by which United Water is bound; or (ii) violate any existing statute, law
regulation, restriction, order, writ, injunction or decree of any court, administrative
agency or governmental body to which United Water is subject.
(c) Ownership, That United Water is the owner of the Domestic Water
System, That there shall be no change in the ownership, operation or control of the
Domestic Water System from the date hereof to the Closing Date,
(d) Customers. That United Water shall provide Kuna at Closing a complete
list of all United Water s customers' names and addresses included in this transaction,
(e) Insurance. That all premiums due on all fire and hazard, liability and
other insurance policies held by United Water, if any, in connection with the Domestic
Water System have been and shall be paid when due by United Water, and the policies
remain and shall remain un-cancelled and in full force and effect through the Closing
Date, and that any and all proceeds of any insurance received on account of any damage
to the Domestic Water System shall be applied to the repair of the Domestic Water
System.
(1) Condemnation. That to United Water s knowledge, there are no
condemnation or judicial proceedings, administrative actions or examinations, claims or
demands of any type which have been instituted or which are pending or threatened
against the Domestic Water System, or any part thereof, In the event United Water
receives notice of any such proceeding, action, examination or demand, United Water
shall promptly deliver a copy of such notice to Kuna,
(g)
No Liens. That to United Water s knowledge, there are and shall be no
liens or claims against the Domestic Water System for federal or state taxes or any other
charges whatsoever, and that no portion ofthe Domestic Water System is affected by any
special assessments, whether or not constituting a lien thereon,
(h) Liabilities, That all debts, liabilities and obligations of United Water
arising from the ownership and operation of the Domestic Water System including, but
not limited to, salaries, taxes and accounts payable, have been paid as they become due
and mature and will continue to be so paid from the date hereof until the Closing Date
and that no debts, liabilities or obligations will be outstanding as of the Closing Date
except for accrued payables incurred in the ordinary course of business that United Water
shall pay in a timely manner, To United Water s knowledge, there are and will be no
unrecorded mechanics' or materialmens' liens or any claims for such liens affecting the
Domestic Water System, and as of the Closing Date, there will be no work or material
performed or furnished for which payment will not have previously been made.
(i) Access, That to United Water s knowledge, there is currently adequate
access to and from the Domestic Water System from adjoining private or public streets
highways, roads and ways, and no fact or condition exists which would result in the
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 6 of 61
termination of the current access to and from the Domestic Water System to the adjoining
public or private streets, highways, roads and ways,
U) Maintenance. That from and after the date hereof and until the Closing,
United Water shall maintain or cause to be maintained the Domestic Water System in
good condition and repair, and shall continue to make or cause, to be made ordinary
repairs, replacements and maintenance between the date hereof and the Closing with
respect to the Domestic Water System and shall deliver the same in as good working
order and repair as exists on the date hereof, further reasonable wear and tear excepted,
REPRESENT A TIONS, WARRANTIES AND COVENANTS OF KUNA
Kuna hereby represents, covenants and warrants to United Water that as of the
date hereof and as of the Closing Date:
(a) That Kuna is an Idaho municipal corporation which has been duly
organized and is validly existing and in good standing as a municipal corporation under
the laws of the State ofIdaho, and has full power and authority to: (i) acquire title to the
Property; (ii) enter into this Agreement; and (iii) carry out and consummate the
transactions contemplated by this Agreement,
(b) That the execution and delivery of this Agreement by the signatories
hereto on behalf ofKuna and the performance ofthis Agreement by Kuna have been duly
authorized by Kuna. Neither the execution of this Agreement nor the consummation of
the transactions contemplated hereby will: (i) result in a breach of or a default under any
agreement, document or instrument to which Kuna is a party or by which Kuna is bound;
or (ii) violate any existing statute, restriction, order, writ, injunction or decree of any
court, administrative agency or governmental body to which Kuna is subject.
(c) That there is no action, suit, proceeding, inquiry, or investigation before
any court, governmental agency or instrumentality pending or, to the knowledge of
Kuna, threatened, against Kuna wherein an unfavorable decision, ruling, or finding
would adversely affect the transactions contemplated by this Agreement.
CONDITIONS PRECEDENT TO CLOSING
(a) Conditions Precedent to Kuna s Obli!!ations , This Agreement, and
Kuna s obligation to close the transaction contemplated herein, is subject to the following
express conditions precedent. Notwithstanding anything to the contrary that may be
contained herein, each of the following conditions precedent may be waived in writing by
Kuna, such conditions being for the exclusive protection and benefit of Kuna,
(i)That there shall not have been any material damage, destruction, or
loss adversely affecting the Domestic Water System.
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 7 of 61
(ii)All approvals required in connection with the transfer of the
Domestic Water System shall have been obtained from the Idaho
Department of Environmental Quality (IDEQ) and the Idaho
Department of Water Resources (IDWR),
(b) Condition Precedent to United Water s Oblieations, Kuna and United
Water agree that consummation of the transaction contemplated by this Agreement is
also subject to United Water obtaining an approval and order from the Idaho Public
Utilities Commission (Commission) on terms that are acceptable to United Water, in its
sole discretion, that, among other things:
(i)
(ii)
(iii)
(iv)
Confirms that United Water may amend its Certificate of Public
Convenience and necessity so as to remove the Domestic Water
System from its authorized service territory;
Confirms that as of the Closing Date United Water may
discontinue service to the Domestic Water System;
Approves the accounting and ratemaking treatment of the Purchase
Price in the manner to be proposed by United Water in an
Application to be filed with the Commission;
Confirms that United Water, after the closing date, shall have no
further obligations under the Agreements contained in Exhibit C.
Notwithstanding anything contained in this Agreement to the contrary, the parties
acknowledge and agree that the conditions precedent set forth in Paragraph 7(b) are
paramount. Accordingly, if there is any portion of such ruling by the Commission that, in
United Water s discretion, is substantially inconsistent with this Agreement or with
United Water s Application to the Commission, United Water may, within five (5)
business days after receipt of such Commission ruling, provide Kuna with written notice
that this Agreement is null and void, and the parties shall have no further obligations or
liabilities hereunder. If such notice is not given in the time permitted, the parties agree to
amend this Agreement, within thirty (30) days of both parties' receipt of such ruling by
the Commission, to the effect that this Agreement shall be made consistent with the
Commission s ruling.
(c) The parties agree to cooperate and will use their best efforts in 1) the
preparation of such further documents and instruments as are necessary to complete the
transaction contemplated hereby, 2) the processing and prosecuting of the filing for
approval by the Commission, and 3) the notification and communication with the
customers of United Water regarding this transaction,
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
P"..ellof61
(d) It is understood and agreed by the parties that an appropriate due diligence
period consisting of fourteen (14) days immediately following the execution of this
Agreement will be established to allow Kuna the opportunity to further investigate all
issues regarding the acquisition of the United Water s Domestic Water System. The
parties agree to cooperate and make all appropriate documents available in pursuing the
due diligence,
8. ASSIGNMENT AND ASSUMPTION OF AGREEMENTS, AND OFF-SITE
MAINLINE REFUNDS OBLIGATION
(a) The Parties acknowledge and agree that on or before the Closing Date
United Water and Kuna shall execute an Assignment and Assumption of the above
referenced Non-Contiguous Agreement, the Stetson Agreement, the Guido Agreement
and the LDS Agreement, as referenced above in Paragraph D of the Recitals, in the form
attached hereto as Exhibit F,
(b) The Parties acknowledge that United Water has extended off-site water
mainlines to serve the water systems subject to this Purchase and Sale Agreement. Said
off-site mainlines are indicated on attached Exhibit B, Pursuant to United Water s Rules
and Regulations the cost of the off-site mainlines were contributed by the Original
Applicants for service. In this case, the Original Applicants were Stetson Properties, loP,
and Walter T, Sigmont and Ruth A. Sigmont, husband and wife (Non-Contiguous
Agreement), Stetson Partners, LP (Stetson Agreement), and the Corporation of the
Presiding Bishop of the Church of Jesus Christ of Latter Day Saints (LDS Agreement).
Further, pursuant to United Water s Rules and Regulations, additional customers who
connect to the off-site mainlines within a specified period are required to deposit with
United Water an amount equal to one half of the actual per foot cost ofthe off-site
extension times the front footage of the property to be served, The per-foot cost is
determined by dividing the actual cost of the off-site extension by the total serviceable
footage along the off-site extension, The amounts so deposited are refunded to the
Original Applicant without interest within 30 days ofreceipt by United Water.
(c) In the Stetson Agreement and the LDS Agreement, the controlling off-site
refund language is contained in the individual agreements, In the case of the Guido
Agreement there is no off-site refund potential. In the case of the Non-Contiguous
Agreement, the entitlement to off-site refunds was contemplated and agreed to by the
parties to the Non-contiguous Agreement, but never officially documented in the Non-
contiguous Agreement, The entitlement to off-site refunds was subsequently assigned by
Stetson Properties, loP, to Walter T, Sigmont and Ruth A, Sigmont, husband and wife,
The refund period for the Non-Contiguous Agreement commenced on December 30
1999 and is for a period of fifteen (15) years from that date,
(d) Kuna agrees that in the event additional customers are connected to the
off-site mainlines within the refund periods for the above referenced Agreements, Kuna
will require the additional customers to deposit an amount calculated in accordance with
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 9 of 61
the foregoing and will refund the amount deposited to the respective Original Applicant
or its assignees, within 30 days of receipt, without interest.
(e) United Water agrees that it, without cost to Kuna, will provide such
technical and accounting advice as Kuna may require in determining the eligibility and
amount of refunds that are required to be paid to Original Applicants.
CLOSING RELATED MATTERS; POST-CLOSING
(a) Closine: Date: Time ofthe Essence, The closing shall take place not later
than thirty (30) days after receipt of the regulatory approvals set forth in paragraph 7(b)
(the "Closing Date ); provided, however, that if the thirtieth (30 ) day not be a business
day, then the Closing Date shall be the next Tuesday after the thirtieth (30th) day.
(b) Closine:, The closing of the transaction contemplated herein shall take
place at the office of McDevitt & Miller, LLP, 420 West Bannock, Boise, Idaho or at
such other place as may be agreed upon by the parties,
(c) Possession. Possession of the Domestic Water System shall be delivered
to Kuna on the Closing Date.
(d) Post-Closine: Actions, Subsequent to the Closing and the Closing Date
each party will take such actions and execute and deliver such documents (to convey title
or otherwise) as the other party shall reasonably request, or otherwise carry out the
transaction and the intentions contemplated by this Agreement. The foregoing will
include (without limitation) the following:
(i)Cooperation, The parties will cooperate in coordinating the
prompt, orderly transition of supply of domestic water.
(ii)Dillin!!, On the day of the Closing Date, United Water and Kuna
if Kuna so chooses, shall have all customer meters read so as to
avoid any post-closing prorating of accounts receivable and
unbilled revenue, All such revenue earned by United Water as
determined by the meter readings on the Closing Date shall be due
and payable to United Water,
10.CLOSING DOCUMENTS
(a) Seller s Deposits. On the Closing Date, United Water shall deliver the
following documents:
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Pa2e 10 of61
(1)
(2)
(3)
(4)
(5)
(6)
Bill of Sale executed by United Water with full warranties oftitle
conveying the Tangible Property to Kuna, in the form attached
hereto as Exhibit G,
Certified copies of all resolutions adopted by United Water
Board of Directors,
Warranty Deed executed by the United Water transferring the Real
Property, in the form attached hereto as Exhibit H.
Originals, if available, of all certificates, licenses, permits
authorizations, and approvals required by law, and issued by all
governmental authorities having jurisdiction,
Such other documents as the Title Insurer, Kuna or its attorneys
may reasonably require effectuating or further evidencing the
intent of any provision in this Agreement.
Title Insurance Owner s policy for Real Property of United Water
Domestic Water System.
(7)
(8)
A United Water approved closing statement,
Assignment and Assumption of Agreements in the form attached
hereto as Exhibit F,
All of the documents and instruments to be delivered by the United Water
hereunder shall be in form and substance reasonably satisfactory to counsel for Kuna,
(b)
11.
Buyer s DeDosit.On the Closing Date, Kuna shall deliver the following:
(1)Cash, official bank check or wire transfer of funds in an amount
sufficient to meet Kuna s obligations hereunder,
(2)A Kuna approved closing statement.
(3)Such other documents as the Title Insurer, United Water, or its
attorneys may reasonably require effectuating or further
evidencing the intent of any provision in this Agreement.
PRORATIONS AND ADJUSTMENTS
The following items shall be paid, prorated and adjusted as of the Closing Date:
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 11 of 61
(a) General real estate taxes, and all other levies and charges against the
Domestic Water System the year in which the Closing Date shall occur, which are
accrued but not yet due and payable, Such taxes shall be prorated on the basis of the
most recent ascertainable tax bill. Kuna shall not be liable for any state, county, federal
income, excise or sales tax liabilities of Seller,
(b) All accounts payable and other obligations incurred by United Water prior
to the Closing Date shall be caused to be paid or performed by United Water on or before
the Closing Date or as soon as possible thereafter, and Kuna assumes no obligations or
responsibility for the payment or performance thereof. Bills received after Closing which
relate to expenses incurred or service performed allocable to the period prior to the
Closing Date shall be paid by Seller.
(c) Such other items as are customarily prorated in transactions of the type
contemplated in this Agreement,
All such prorations shall be based on the most recent ascertainable bills, and bemade on the basis of the actual number of days of the year and month which shall have
elapsed as of the Closing, and to the extent reasonably practicable such prorations shall
be made at the Closing, Such items of income and expenses for the period prior to the
Closing date will be for the account of United Water and such items of income and
expense for the period on and after the Closing Date will be for the account of Kuna, all
as determined by the accrual method of accounting,
(d)The cost of escrow shall be divided equally between United Water and
Kuna,
12.DEFAULT AND REMEDIES
(a) Default by Buyer, IfKuna should fail to consummate the transaction
contemplated herein for any reason, except by default by Seller, United Water may elect
anyone or more of the following remedies: (i) to enforce specific performance of this
Agreement and in such action United Water shall have the right to recover damages
suffered by United Water by reason of the delay in the acquisition of Domestic Water
System (ii) to bring suit for damages for breach of this Agreement; (iii) to terminate this
Agreement whereupon Kuna will reimburse United Water for United Water s out-of-pocket expenses incurred with respect to this transaction, including reasonable attorney
fees; or (iv) pursue any and all remedies at law or equity,
(b) Default by Seller, If United Water should fail to consummate the
transaction contemplate herein for any reason, except failure of a condition precedent set
forth in paragraph 7 which is not waived by Kuna, or default by Kuna, Kuna may electanyone or more of the following remedies; (i) to enforce specific performance of this
Agreement and in such action Kuna shall have the right to recover damages suffered by
Kuna by reason of the delay in the acquisition of the Domestic Water System (ii) to bring
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 12 of61
a suit for damages for breach of this Agreement; (iii) to terminate this Agreement
whereupon Kuna will reimburse United Water for United Water s out-of-pocket expenses
incurred with respect to this transaction, including reasonable attorney fees; or (iv) pursue
any and all remedies at law or equity,
13.BROKERAGE
Each of the parties represents and warrants to the other that it has not incurred and
will not incur any liability for finders or brokerage fees or commissions in connection
with this Agreement and the transactions contemplated hereby.
14.INTERVENING DAMAGE OR LOSS
United Water shall deliver the Domestic Water System to Kuna in substantially
the same condition on the Closing Date as on the date hereof, excepting therefrom
ordinary wear and tear. If, prior to the Closing Date, all or a substantial portion of the of
the Domestic Water System having a replacement value in excess of$10 000,OO is
destroyed by fire and other casualty or is taken or made subject to eminent domain
proceedings, then United Water shall immediately notify Kuna, Thereupon Kuna shall, atits opinion have the right to:
(a) Complete this transaction, in which event United Water shall: (i) deliver to
Kuna a duly executed assignment of all insurance proceeds or condemnation awards
payable as a result of such fire, casualty, or condemnation, in form and substance
satisfactory to Kuna and (ii) pay the amount of any deductible there under; or
(b) Complete this transaction, in which event Kuna shall receive a credit on
the Closing Date in an amount equal to the cost of repair or replacement of such damage
or loss,
15.NOTICES
All notices required or desired to be given under this Agreement shall be in
writing and delivered personally or sent by facsimile or by first class United States mail
postage prepaid, addressed as follows:
If to Seller:General Manager
Gregory P. Wyatt
United Water Idaho Inc,
O. Box 190420
Boise ID 83719-0420
Tel. [phone]
Fax. [phone]
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 13 of61
With copies to:Dean J. Miller, Esq,
420 W, Bannock
O, Box 2564-83701
Boise, Idaho 83702
Tel. [phone]
Fax: [phone]
And United Water Management & Services Inc,
200 Old Hook Road
Harrington Park, New Jersey 07640
Attention: Legal Department
Tel. [phone]
Fax, [phone]
If to Buyer:The City of Kuna
763 W, Avalon
Kuna, ID 83634
or to such other address as either party may from time to time designate by written notice
given to the other party in the manner provided herein, Any notice given in accordance
with the foregoing shall be deemed to have been given (i) on the date upon which it shall
have been delivered or (ii) three (3) days after being deposited in the United States mail
whichever is first, If sent by facsimile transmission, such notice shall be deemed to have
been given when received prior to 5:00 p.m. on a business day; otherwise, at 9:00 a,m. on
the next business day.
16.MISCELLANEOUS
(a) This Agreement may not be assigned by any party without the consent of
the other party hereto, This Agreement shall be binding upon and inure to the benefit of
the successors and permitted assigns of the parties hereto,
(b) Wherever under the terms and provisions of this Agreement the time for
performance falls upon a Saturday, Sunday or Legal Holiday, such time for performance
shall be extended to the next business day,
(c) This Agreement may be executed in counterparts, each of which shall
constitute an original, but all together shall constitute one and the same agreement.
(d) The terms, provisions, covenants (to the extent applicable) and
indemnities shall survive the closing and this Agreement shall not be merged therein, but
shall remain binding upon and for the parties hereto until fully observed, kept or
performed,
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 14 of 61
(e) This Agreement embodies the entire agreement between the parties hereto
with respect to the subject matter hereof,
(f) Kuna and United Water shall each respectfully pay any attorney fees they
have respectively incurred for the preparation, negotiation and review of this Agreement.
(g)
The captions at the beginning of the several paragraphs, respectively, are
for the convenience in locating the context, but are not part of the text.
(h) In the event any term or provision of this Agreement shall be held illegal
invalid or unenforceable or inoperative as a matter of law, the remaining terms and
provisions of this Agreement shall not be affected thereby, but each such term and
provision shall be valid and shall remain in full force and effect,
(i)This Agreement shall be governed by the laws of the State of Idaho.
G) By virtue of this Agreement, Kuna does not, in any way or for any
purpose, become a partner of United Water in the conduct of its business, or otherwise, orbecome a joint venture or a member of a joint enterprise with Seller,
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the respective dates set forth below, effective as of ~ :2~;:)0;;)7
SELLER: UNITED WATER IDAHO INc.
Title: 'h
~ -
Date:7-d6-6")
BUYER: CITY OF KUNA
orporation
Date:
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Paee 15 of 61
Schedule of Exhibits
Exhibit A:
Exhibit B:
Exhibit C
Exhibit D:
Exhibit E:
Exhibit F:
Exhibit G:
Exhibit H:
Tangible Property items
Domestic Water System pipelines map
RESIDENTIAL OR MULTIPLE FAMILY HOUSING NON-
CONTIGUOUS WATER SYSTEM AGREEMENT ("Non-Contiguous
Agreement") and RESIDENTIAL, MULTIPLE F AMIL Y HOUSING
COMMERCIAL, INDUSTRIAL, OR MUNICIPAL DEVELOPMENT
WATER MAIN EXTENSION AGREEMENT ("Stetson Agreement"
Guido Agreement" and "LDS Agreement"
Real Property used and useful in connection with the operation and
maintenance by United Water of the Domestic Water system
Permitted title exceptions
Assignment and Assumption of Agreements
Bill of Sale executed by United Water with full warranties of title
conveying the Tangible Property to Kuna
Warranty Deed executed by the United Water transferring the Real
Property.
AGREEMENT FOR PURCHASE AND SALE-
Exhibit B of Application
Page 16 of 61
EXHIBIT A
TANGIBLE PROPERTY ITEMS
Distribution System
12,498' - 12" PVC Water Main and associated control valves
867' - 8" PVC Water Main and associated control valves
321' - 6" PVC Water Main and associated control valves
054' - 4" PVC Water Main and associated control valves
16 - 3/4" Domestic Services
83 - 1" Domestic Services
2 - 1" Irrigation Services
6 - 2" Irrigation Services
1 - 8" Fire Service
16 - Fire Hydrants with associated laterals and valves
Source of Supply:
16' x 32' Well House
20" Supply Well - 1 ,000 gpm rated capacity
12" Supply Well- 250 gpm rated capacity
1 - Submersible Pump with 100 hp Motor
1 - Submersible Pump with 30 hp Motor
Mechanical Piping & Metering Equipment
1- 75 kW generator/auxiliary power supply
Water Treatment Equipment
Communication, Control , and Telemetry Equipment specifically excluding:
1 - Radio, remote, digital, 900 Mhz, Alligator, MPR1888A, 10390671 - Opto 22 RTU, Brain, Snap B3000 , OPT750
1 - Opto 22 RTU, Controller, Snap-LCSX-Plus, OPT749
1 - Opto 22, RTU , Power Supply, 5 Volt, DC, Snap-PS5-24DC , OPT759
Land
Well Lot
Associated Landscaping
Irrigation System
Exhibit B of Applicationv"",, 17 "f61
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Exhibit C
Page 1 of 34
RESIDENTIAL OR MULTIPLE FAMILY HOUSING
NON-CONTIGUOUS WATER SYSTEM AGREEMENT
AGREEMENT between UNITED WATER IDAHO INC, hereinafter called "Company , itssuccessors and assigns, and STETSON PROPERTIES, LLC hereinafter called "Owner" itssuccessors and assigns,
WHEREAS, Owner has requested Company to expand its system as follows in accordance with
the map or plan attached hereto as Attachment No, 1; and
WHEREAS, Company is willing to make such expansion upon the terms and conditions
hereinafter set forth,
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:1, Owner hereby applies to Company for said expansion of its system, and Company
agrees to include said expansion upon the terms and conditions hereinafter set forth and in
accordance with its Rules and Regulations.
2, For the purposes of this Agreement the term "Water Facilities" shall includewithout limitation:
(a) All property in connection with the operation and maintenance of the Water
Facilities and the furnishing of water services including, without limitation, buildings
improvements, structures, equipment, wells, distributions lines, welliots, well housesreservoirs, pumps, booster pumping stations, valves, pipes, water lines, meter boxesmachinery, inventory, surveys, maps, and supplies;
(b) All right, title and interest of Owner in and to all easement( s) and appurtenancesexisting and/or necessary for the maintenance and operation of the Water Facilities
constructed or to be constructeq to serve the project commonly known as
. -
UAbJII~IJAJf',~Tf)J p..RJ~ &G$reinafter called the "Project"and any approved development of the property in connection with the Project (hereinafter
called the "Property"), Source of Supply, which may include welles), pumps, motorscontrol equipment, pneumatic storage facilities, or that particular property commonlyreferred to as "Source of Supply," and water and water rights and interests appurtenant to
the Property; and
(c) All intangible property in connection with the operation and maintenance of the
Water Facilities and the furnishing of water services including, without limitation
non-cont agrmt - Stetson Properties -
Exhibit B of Application
Page 19 of 61
, '
Exhibit C
Page 2 of34
customer lists and records, customer deposits, well logs, maintenance records, tariffs andrules and regulations governing the rendering of service and extension of service to future
development, nanchises, permits and certificates, The term "Water Facilities" does notinclude meters.
3, Company shall have the right to conduct, review and confirm, to Company
satisfaction, test resuhs in connection with any and all wells, soil tests, engineering testsenvironmental surveys, plans and specifications and/or record drawings, and related studies ofthe Water Facilities deemed necessary by Company to determine the suitability, in Company
sole discretion, of the Water Facilities for expansion, Should an Applicant propose a
Development requiring special facilities, upgrades, modifications or, if the Development isdeemed by the Company to be unusual or burdened with special needs, that existing watersystem will be looked at independently and the terms of the acquisition will be set forth in an
amendment hereto,4, Immediately after the execution of this Agreement, Owner shall diligentlyproceed to obtain all governmental approvals including, without limitation, all necessary permits
information, and consents required by the appropriate federal, state, or 10cal governmentalauthorities, agencies, or officials to permit the construction, operation and maintenance of theWater Facilities. As soon as practicable, after receipt of such govemmental approvals, Ownershall diligently proceed to construct the Water Facilities, as described, or to be described, in theWater Facilities plans and specifications prepared and sealed by a licensed professional engineer
and reviewed and approved by the parties hereto. The cost of obtaining all governmentalapprovals, the cost of such plans and specifications, and the cost of the construction of the WaterFacilities shall be borne by Owner at Owner s sole cost and expense. At the sole discretion ofCompany, inspection of the construction of the Water Facilities shall be conducted by Company,
Based on proper advice and consideration, Company may alter the performance nom strictadherence to such plans and specifications if based on job site experience, or if adherence to suchplans and specifications becomes impractical or infeasible under the circumstances, Company
shall be the sole judge as to the adequacy of the Water Facilities, The parties hereto shall
cooperate fully with each other and all other parties in connection with each other s effortshereunder.
5, The completely constructed and approved Water Facilities shall be contributed
transferred and conveyed to Company by Owner, at no cost to Company, through bill(s) of salewarranty deed(s), easement(s) and/or other transfer documents reasonably acceptable to
Company and as required and approved by, without limitation, the Idaho Department of Healthand Welfare, Division of Environmental Quality, Idaho Department of Water
Resources, and the Idaho Public Utilities Commission ("IPUC"), as applicable, on or before thetransfer of the first lot in the Project nom Owner to the first-time lot buyer. Owner will obtain
releases from all subcontractors, laborers, material-men, suppliers, and any other partiesfurnishing materials or services in connection with the construction of the Water Facilities,
Owner shall warrant to Company in writing that the Water Facilities has been constructed in
accordance with the plans and specifications reviewed and approved by Company, and shall
non-cont agrmt - Stetson Properties - 2
Exhibit B of Application
Pal!e 211 of 61
Exhibit C
Page 3 of34
provide Company with as-built record drawings of the Water Facilities. Owner shall alsowarrant the Water Facilities against defects in construction for a period of one (1) year from
execution such warranty.
6, Owner shall contribute to Company upon the execution hereof the Water
Facilities as described above, and shall also contribute overhead costs to Company such as
supervision, engineering, accounting, legal expenses and the cost of obtaining any necessary
governmental permits. The actual cost of contribution shall be referred to as the "contributedcost of facilities," The Source of Supply costs shall be referred to and be booked as an advance
in aid of construction. All other costs shall be referred to, and be booked as, a contribution in aid
of construction.
Upon conveyance ofthe Water Facilities to Co:mpany~ Company shall be solelyresponsible for management, maintenance and operation of the Water Facilities, The parties
agree that the Water Facilities and associated permits and licenses shall be :managed. and operatedby Company in a manner which is comparable to and consistent with Company s managementand operation of its other water utility facilities within the State of Idaho. The parties furtheracknowledge that Company shall serve all residential customers as a public utility, subject to the
jurisdiction of the IPUC.
8. Owner shall prepare and record (prior to the sale of any lot in the. Project)perpetual restrictive covenants which includ~ without limitati~ that the. Water Facilities is orshall be owned and operated by Company. Company shall cooperate with Owner in the
preparation of such restrictive covenants and shall have the right to approve such restrictive
covenants prior to recordation. Such approval shall not be unreasonably withheld. Owner shallcause a notation to be made on any subdivision plat of the Project that states that the Water
Facilities is or shall be owned and operated by Company.
9. If the Project is served by a non-potable irrigation systetn, appropriate backflow
prevention device(s) shall be required to be installed at no cost to Company, Owner shall
prepare and r~ord (prior to the sale of any lot in the Project) perpetual restrictive covenants
which include., without limitation, that cross-connections are prohibited, and shall delegate toCompany the right to inspect such non-potable irrigation systetn, enforce such restrictive
covenants, and to remove any such cross-connections. Company shall cooperate with Owner in
the preparation of such restrictive covenants and shall have the right to approve such restrictive
covenants prior to recordation. Such approval shall not be unreasonably withheld.
10. An amount not to exceed Eight Hundred Dollars ($800,00), as more fully
described on Attachment No, 2 attached hereto, which is subject to modification as AdjustedAverage Residential Revenue may change with future rate activity, shall be paid by Company to
Owner as soon as practicable after each 10t is connected to the Water Facilities, as payment forthe Source of Supply; provide~ however, such payment shall be made only once per 10t, only tobona fide customers, and not in excess of the original documented advance of construction costs
in connection with the Source of Supply. Provide~ further, however, if the Project and/or the
non-cont agrmt - Stetson Properties - 3
Exhibit B of Application
Pal!e 21 of61
" .
Exhibit C
Page 4 of 34
Property is served by an additional potable Source of Supply, where a portion of the Project'
and/or Property's Source of Supply is provided by an entity in addition to Owner, the $800payment referred to in this paragraph shall be paid by Company to Owner and each other such
provider of Source of Supply according to the percentage of contribution by Owner and each
other such provider of Source of Supply, The percentage of contribution by Owner and each
other such provider shall be established by Company and set forth in an amendment hereto,
11. All revenue generated by the Water Facilities shall be retained by Company as
owner in compliance with all applicable rules and regulations of the IPUC. Charges applicableto the Water Facilities shall be the Company s tariff rates for existing customers as approved 'bythe IPUC, which rates may be amended ITom time to time. Service shall be provided incompliance with all applicable rules and regulations of the IPUC.
(a) If the Water Facilities include an existing, non-metered, flat rate system, and thecosts for metering the Water Facilities cannot be justified by Company, the tariffrateshall be equal to the average revenue for the balance of Company s residential customers,
(b) If Company should determine that a flat rate customer is using water in excess of
the average residential customer, the Company will provide a meter setting and meter.
Customer will then pay Company s metered tariffrates as approved by the IPUC, whichrates may be amended ITom time to time.
(c) If a customer prefers to pay Company s approved metered tariff rates, thecustomer shall pay the installation and material costs associated with the installation of a
meter setting,
12, It is agreed by Owner that Owner will not build at any time hereafter on, in or
over any easement for water pipes or appurtenances any structure, the construction or presenceof which will endanger or render ineffective or difficult of access the water pipes or
appurtenances of Company, or lay other pipes or conduits within two feet (2' ), measuredhorizontally, .ITom said water pipe except pipes crossing same at right angles in which latter case
m1n1mum distance of six inches (6") shall be maintained between the pipes. No excavation orblasting shall be carried on which in any way endangers said water pipes. Provided, however
that should Owner wish to do so Owner may, at Owner s expense, provide a new locationacceptable to Company for said water pipes and Company will then move said water pipes andappurtenances to the new 10cation. The cost of moving and ahering and any expenses incident
thereto, shall be borne by Owner, It is further understood and agreed that in case of any damage
by Owner or caused by neglect of Owner to the' water pipes or their appurtenances, or otherinjuries to the property of Company in connection therewith, these facilities will be repaired and
brought to proper grade by Company or Company's contractor at Owner s expense.
13. It is further mutually understood and agreed that the mains and appurtenances
within the limits of the street, avenues, roads, ways or easement areas, whether or not attached toor serving customers but constructed as part of the expansion shall be and remain the property of
non-cont agrmt - Stetson Properties - 4
Exhibit 8 of Application
Pa2e 22 of 61
, ., "
Exhibit C
Page 5 of 34
Company. Company shall have the right to extend any main installed by it pursuant to the terms
of this Agreement in or to other lands, streets, or avenues without incurring any liability to
Owner whatsoever,14. Owner shall be reimbursed in connection with use of the Source ofSupply by
late-comers " that is, bona fide customers who use the Source of Supply and which customers
own a 10t or property other than a lot in the Project, whereby costs, not in excess of the originaladvance of construction costs in connection with the Source of Supply, may be reimbursed to
Owner over a period of twenty (20) years from the date of transfer of the Water Facilities.
Owner shall not be entitled or receive any reimbursement after twenty (20) years from the date of
this Agreement.
15. For the purposes of this Agreement, a bona fide customer shall mean any
person(s), firm, company, corporation, association, governmental unit or owner of property as
guarantor furnished water service of a permanent nature by Owner.
16. Each party shall be excused from further performance under this Agreement as a
consequence of any delays or defaults in the performance of this Agreement unavoidably caused
by the act of any governmental authority, the act of any public enemy, acts of God or the public
enemy, nature, weather, war, war defense condition, strikes, walkouts or other causes beyond thecontrol of the party whose performance is impaired.
17,The term of this Agreement shall be for twenty (20) years from the date hereof
IN WITNESS WHEREOF, the parties her~aving been duly authorized, haveexecuted this Agreement this day of 'VJ-(.JJ.,r . -"f
)"
AITEST:COMPANY:
UNITED WATER IDAHO INC,
~;)
/L 1l~4P
'3-(Mc~)
ATTEST:
By.
~~,
Its:
OWNER:
STETSON PROPERTIES, LLC
:c- .
~"'~ ~~
Its: (N."",' '!1,r;"~/
non-cont agrmt - Stetson Properties - 5
Exhibit B of Application
Pa2e 23 of 61
; .
HUBBLE ENGINEERING, INC.
Exhibit C
Page 6 of34
9550 Bethel Court. Boise, Idaho 83709 208/322-8992 . Fax [phone]
Project No. 9925200
Attachment No, 1
DANSKIN RIDGE SUBDIVISION
December 1 , 1999
A parcel of land located in the West 1/2 of Section 11 , T.2N., R.1W., 8,, Ada
County, Idaho, more particularly described as follows: BEGINNING at the corner
common to Sections 2, 3, 10 and the said Section 11 , from which the 1/4 corner
common to said Sections 2 and 11 bears South 89025157" East, 2637.75 feet;
thence South 89025'57" East, 700.00 feet;
thence South 00024'03" West, 290.40 feet;
thence South 89025'57" East, 150.00 feet;
thence North 00034'03" East, 290.40 feet to a point on the North boundary of said
Section 11;
thence along said North boundary South 89025157" East, 235.12 feet;
thence departing said North boundary along the center of the Kuna Canal South
250 37'35" East, 214.79 feet;
thence South 26042'32" East, 160.96 feet;
thence South 30033'23" East, 158.84 feet;
thence South 32000'21" East, 158.64 feet;
thence South 14047'50" East, 31.50 feet;
thence South 04041'25" West. 41.80 feet;
thence South 18049'53" West, 129-84 feet;
thence South 09029'23" West, 153,55 feet;
thence South 28056'53" West, 99.48 feet;
thence departing said canal along the East boundary of the NW1/4 of the NW1/4
of said Section 11 South 00047'40" West, 286.07 feet to the Northwest 1/16 comer;
Page 1 of 2
Exhibit B of Application
Pal!e 24 of 61
---- -- ---- -- - I IUUUL..L.. c.l~U! ,~c.c.,,! '~U d~1:j J'i'8 0329 P. 03/05
: '
, 0
Exhibit C
Page 7 of34
thence along the North boundary of the SE1/4 of the NW1/4 South 89024'38"East, 1318.41 feet to the C-N 1/16 corner,
thence South 00048'52" West, 1326,62 feet to the center of said Section 11;
thence continuing along the North-South mid-section line South 00050'45" West445.21 feet to the northeast comer of Lot 8, Block 1 of Prairie Clover EstatesSubdivision, as same is recorded in Book 69 of Plats at Page 7074, records of AdaCounty, Idaho;
thence along the northeasterly and northerly boundary of said subdivision North
25023'03" West, 67.97 feet (record North 25023'08" West, 67,97 feet);
thence North 28047'57" West, 168.03 feet (record North 28051'40" West, 168.feet);
thence North 89027'3111 West, 1204.25 feet (record North 89027'05" West.1204.16 feet);
thence departing said northerly boundary along the West boundary of the NE1/4of the SW1/4 of said Section 11 North 00042'53" East, 239.22 feet to the C-W 1/16comer;
thence North 89023'19" West, 1317.94 feet to the 1/4 comer common to saidSections 11 and 10;
thence North 00046'27" East, 2651.20 feet to the Point of Beginning. Containing126,52 acres, more or less.
Prepared by:
HUBBLE ENGINEERING, lNG,
. .
J :/DTP /vw/Danskin Estates D. Terry Peugh, P,L.S,
Paga 2 of 2
Exhibit B of Application
Page 25 of 61
, .
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DE1'8EUII U,Ly
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COLUMBIA ROAD
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Exhibit C
Page 8 of34
ATTACHMENT NO.
DANSKIN RIDGE
~7..s.r
--- ----_.__.--------_._----------.~------------
IUICII I
Exhibit B of Application
Page 26 of 61
- -- ~--- -- ~IIUUUL..L.. L..1'U11'1:.1:."11'U ~~I:! ..:fi'8 0329 04/05
HUBBLE ENGINEERING, INC.
Exhibit C
Page 9 of34
9550 Bethel Court. Boise, Idaho 83709 208/322-8992 a Fa,'( 208/378-0329
February 11 . 1999
Revised March 10, 1999
Revised March 12, 1999
Revised September 23, 1999
DESCRIPTION OF
SADDLE RIDGE ESTATES
Lots 1 through 11 of Butterfly Ridge Subdivision , as same is recorded in Book69 of Plats at Pages 7119 and 7120, records of Ada County, Idaho, and portions of
the SE1/4 of the NW1/4 and Government Lot 3, Section 3, T.2N., R.1W., 8.M,. AdaCounty, Idaho, more particularly described as follows: Commencing at the comercommon to Sections 9, 10 , 4, and the said Section 3; thence North 0006'52'i West,2646,54 feet to the quarter corner common to said Sections 3 and 4; thence along
the North boundary of the SW1/4 of said Section 3 North 89051'20" East, 30,00 feetto the REAL POINT OF BEGINNING
thence continuing North 89051'20" East, 1295,15 feet to the C-W 1/16 corner;
thence along the West boundary of the SE1/4 of the NW1/4 North 00007'05"West, 1618.27 feet to a point on the northerly right-of-way of the Burke Lateral;
thence along said right-of-way South 60029'44" East, 32,30 feet;
thence South 73050'01'1 East, 98,36 feet;
thence departing said right-of-way North 59058'45" East, 171.85 feet;
thence North 87005'17" East, 154.36 feet;
thence South 00007'05" East. 1151.58 feet;
thence South 89057'40" East, 898.53 feet to a point on the North-South mid-section line:
thence along said line South 00013'33" East, 513,27 feet to the center of said
Section 3;
thence along the East-West mid-section line South 89051'20" West, 486.feet to a point in the Ridenbaugh High Line Canal;
thence along the center of the Ridenbaugh High Line Canal the following
courses and distances:
South 7026'13" West, 134.88 feet;
Page 1 of 2
Exhibit B of Application
Page 27 of 61
~~ ~~ ~JJJ ~J'
. ~o .
nUDDL~ ~1'tI.J!Nt'.t'.I'(!NI.J 208 378 0329 05/05. .
South 23053'05" West, 497,58 feet;
Exhibit C
Page 10 of34
South 81027'58" West, 184.31 feet;
North 82007'0111 West, 261.54 feet;
South 72014'24" West, 151,69 feet;
South 38010'43" West, 116.57 feet;
South 04039'32" East, 70.32 feet;
South 48028'52" East, 260.83 feet;
South 27045'00" Eastt 174.17 feet;
thence leaving said Burke Lateral South 68000'05" East, 148.73 feet;
thence South 59009'17" East, 88.54 feet;
thence South 400 14'32" East, 193.73 feet;
thence South 36047'53" East, 148.46 feet;
thence South 28000'31" East. 251.05 feet to the Northwest corner ofMontgomery Acres, as filed for record in Book 42 of Plats, at Pages 3429 and 3430
records of Ada County, Idaho;
thence along the West boundary of said Montgomery Acres South 00000'06"East, 918.00 feet to a point on the Northerly right-of-way of
W. Columbia Road;
thence along said right-or-way North 89058'44" West. 2059.81 feet;
thence North 450 02'48" West, 28,32 feet to a point on the Easterly right-of-way of S. Blackeat Road;
thence along said right-at-way North 0006'5211 West, 2596.63 feet to the Pointof Beginning. Containing 140.05 acres, more or less.
\"\
DTP/cd/SaddleRidge D. Terry Peugh . P,L.S,
Page 2 of 2
Exhibit B of Application
Page 28 of61TnTOI P VIe::;
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SADDLE RIDGE
.-- ~.-
Exhibit C
Page 11 of34
Exhibit B of Application
Page 29 of61
, ,, ". ~ ~, "
ATrACHMENT NO.
Exhibit C
Page 12 of34
IDAHO PUBUC UTILITIES COMMISSIONAPPROVED . EFFECTIVE
Sheet No. 50
R.Colaci.u~ all Previous Sheets '
UNl11ID WATER IDAHO INC.
ocr 13 '98 ocr 14 '98
~,R:
~~.-
SECRETAIft
RESID ENnAL 'OR MUL mLE F A1WL Y HO USINGNON-cONTIGUOUS W A..TER SYSTEM AG~ (c~
. ATTACHMENT NO.
BreakdoWn of Costs
(RAte Case UWI- 97..fJ Adjusted Ayemge Residential hvenue)
Inw:stmcnt $800
Revenue 335
Increase in Expenses
O&M 145
Ad Valomn ~ 1.8%
Depreciation ~ '2.5%
Total Expenses 119.
Income Before Income Taxes 156
Debt(~ 53.13% of net inv!Sf:ments) -415
Interest on Debt
Taxable Income
Income Tax &J 36,
Income Available for RetUrn
Retum g.5%10.
~U~d: Septemb~r 3, 1998 Effective::
Under Authority ofI.P.C. Order-No.27718
Issued by:UNITED WATER. IDAHO INC.
BY:~iU-=-;~,
~ ,.' .
William C, Linam. Presidctlr
Exhibit B of Application
Page 30 of 61
06/02/03 09: :z7 '0'206 334 3782 IDAHO PUC
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Exhibit C
rd\:jC :g~se 13 of34
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Exhibit B of Application
Page31of61
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y;
M\..U~V.l11 & M.lLL!:M LLr-j
. 0 ;/02103 09: 27 '8'208 334 378:
.:::uo ,j,jQ Q~ I
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IDAIIO PUC
.JUII-U,j ~;,jQ"'M; resy'" '+/'+........ JOE 1lUu.t;.t( 1&1 uUoJ, u 'tt'xhibit C
Page 14 of34
FAX 00.
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NAV-30-03 fit 01 :01 PM
f:tLf ~.S72 06.'23 1 02 L?:16
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StaTION Paol'DttBS. J,..P.UNInD WA-la fD4HO INC.,
& CaIiIOmi,lUaIted
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Exhibit B of Application
Page 32 of 61
..'
Exhibit C '
Page 15 of34
RESIDENTIAL, MULTIPLE F AMIL Y HOUSING, COMMERCIAL,
INDUSTRIAL, OR MUNICIPAL DEVELOPMENT
WATER MAIN EXTENSION AGREEMENT
CEA No. C03D394
AGREEMENT between UNITED WATER IDAHO INe. hereinafter called the "Company" and
Stetson Partners. LP hereinafter called the Applicant,
WHEREAS, the Applicant has applied to the Company for an extension to its mains as follows:
NONREFUNDABLE COST(S)
Installation of635' -12"910-8" PVC Water Main & 2 Fire Hydrants-------$ 41 650.
Installation of 10-1" Services-------------------------------------------------------$ 6 500.
United Water Labor and Overheads----------------------------------------------755.
Total Estimated Contributed Cost------------------------------------ $ 57,905.
$48 150.00 to be paid to Contractor, $9 755.00 to be paid to United Water Idaho
and
WHEREAS, the Company has agreed to such extension upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
A. GENERALL Y
1. For the purposes of this agreement, a bona fide customer shall mean any person(s), fir~
Company, corporation, association, governmental unit or owner of property as guarantor
furnished water service of a permanent nature by the Company; and the term "Extension" shall
mean the water mains and appurtenances and service laterals as shown on the attached plan
excluding fire hydrants.
The term of this Agreement shall be for ten (10) years ITom the date hereof3. The Applicant agrees to provide all easements and rights of way, which the Company
considers necessary either ITom the Applicant or ITom third persons, as the case may be, to assure
the legal feasibility of the Extension, without cost to the Company.
4. The applicant's right to receive monies ITom off-site connections is personal to the
Applicant and unassignable either as collateral security or otherwise.
5. This Extension shall be made in accordance with the rules and regulations, and
specifications of the Company and subject to the approval of the Company, which approvals will
not be unreasonably withheld.
060-C03D394 - Danskin Ridge Subdivision No.
Exhibit B of Application
Page 33 of 61
Exhibit C
Page 16 of34
RESIDENTIAL MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 2
B. WHERE THE APPLICANT HAS ASKED THE COMPANY TO PERFORM THE EXTENSION
This space intentionally left blank.
C. WHERE THE APPLICANT lllRES A THIRD PARTY CONTRACTOR TO PERFORMTHE EXTENSION
1. Applicant hereby applies to the Company for the said Extension of its system, and theCompany agrees to allow said Extension upon the terms and conditions hereinafter set forth and
in accordance with its Rules and Regulations.
2. The Applicant hereby agrees that it will hire only those contractors that have beenapproved by the Company and that it will require all such contractors to comply with the Labor
and Materials In-Lieu-of-Cash Contractors Rules for Perfonnance and Conduct, annexed heretoand made a part hereof as exhibit A. The Applicant further agrees that it will require itscontractor to comply, via its contract with contractor, with all terms and conditions set forthherein.
3. The Company estimates that Forty-six thousand six hundred ei2htv-seven and 97/100
Dollars ($46.687.97)will be the cost of installing the said on-site" Extension as describedabove including overhead cost to the Company such as supervision, engineering, accounting andlegal expenses. Any difference between the actual and the amount contributed shall be shown as
a revision of the amount of contnoution and shall be payable within thirty (30) days ofsubmission. The actual cost thus finally detennined shall be referred to as the "contnouted cost
of on-site facilities . If it is necessary to adjust the amount of Applicant's contribution, in
accordance with the terms of this Paragraph, a supplemental memorandum will be preparedsetting forth the "contributed cost of on-site facilities" and shall be attached hereto and made a
part hereof4. The Company estimates that Eleven thousand two hundred seven-teen and 03/100
Dollars ($11.~17.03)will be the cost of installing the said "off-site" Extension as descn"bedabove including overhead cost to the Company such as supervision, engineering, accounting andlegal expenses. Any difference between the actual and the amount contributed shall be shown as
a revision of the amount of contribution and shall be payable within thirty (30) days ofsubmission. The actual cost thus finally detennined shall be referred to as the "contributed cost
of off-site facilities . If it is necessary to adjust the amount of Applicant's contnoution, in
accordance with the terms of this Paragraph, a supplemental memorandum will be preparedsetting forth the "contributed cost of off-site facilities" and shall be attached hereto and made a
part hereof5, The Applicant agrees to advance to the Company, simuhaneously with the execution of this
Agreement, the sum of Nine thousand seven hundred fiftv-~ve and 00/100 Do~9.755.00)which represents the cost of the Company's overhead fees, and such items as
Exhibit B of Application
Pa..." ~4 nf 61
Exhibit C
Page 17 of34
RESIDENTIAL MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL
MUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 3
inspection and testing. Such amount shall be subject to reconciliation after all such costs are known
and the difference shall be either refunded to or collected ftom the Applicant.
6. The installation shall be subject to the Company s inspection, testing and acceptance
however, absence of such inspection or testing by the Company shall not relieve the Applicant of
any of its obligations. The Company shall require the Applicant and the Applicant's contractor (viaits contract with the Applicant) to warrant the work in accordance with Paragraph 15 below. The
Company shall further require the Applicant and the Applicant's contractor (via its contract with the
Applicant) to maintain insurance as follows:
a) Worker s Compensation with Statutory limits and any applicable Federal (e.
Longshoremen s), and Employer s Liability of $100 000.
b) General Liability, Comprehensive Form (including Premises-Operations; Independent
Contractors' Protective; Products and Completed Operations; Broad Form PropertyDamage; Blanket Contractual Liability, Personal Injury with Employment Exclusion
deleted) with the following limits and endorsements:
(i) Bodily Injury & Property Damage: Single-Limit $1 000 000
(ii) Products and Completed Operations to be maintained for two (2)year(s) afterfinal payment.
(iii) Property Damage Liability Insurance shall provide X, C and U coverage.
(iv) Railroad Protective Liability Coverage as applicable with $5 000 000 aggregate
limit.
c) Comprehensive Automobile Liability: Bodily Injury & Property Damage: Single-Limit
000 000
d) Umbrella Excess Liability: $5 000 000 over primary insurance
The Company shall be named as an additional insured on all policies except Workers
Compensation. All Certificates of Insurance shall include a thirty (30) day notice provision for
cancellation or material change in coverage, except ten (10) days notice for non-payment ofprenuum.
7. The amount of said "contributed cost for on-site facilities shall be booked as acontribution in aid of construction.
8. The amount of said "contributed cost for off-site mains" shall be booked as a contribution
in aid of construction. However, an applicant for service for which the service lateral (including
laterals to a fIre hydrant(s)) will be directly connected to said off-site main Extension within ten
(10) years of the date of this Agreement shall deposit with the Company one half the cost per
Exhibit B of Application
Page 35 of 61
Exhibit C
Page 18 of 34
RESIDENTIAL MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL
MUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 4
front foot of the main Extension times the Applicant(s) total front footage. The cost per front
foot shall be the actual cost of the off-site main Extension divided by the total serviceable
footage. This deposit will be forwarded to the Applicant without interest within thirty (30) days
of receipt by the Company9. The total monies forwarded to the Applicant shall not exceed the amount of "contributed
cost of off-site mains" as described in Paragraph 8, above. All future customers whose service
lateral connects directly to the said off-site main(s)" after ten (10) years from the date of this
Agreement shall not be subject to the deposit described in Paragraph 8 nor shall the Applicant be
entitled or receive any reimbursement after ten (10) years from the date of this Agreement.
1 o. It is further understood and agreed by and between the parties hereto that the Company
agreement to allow construction of the said Extension is subject to the Applicant and/or its
contractor 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, with
the exception of special permits, such as state highway and railroad permits, which the Company
is required to obtain. In the event that the Company, after prompt application and diligent effort
is unable to obtain any such special permit, or in the event that the Company is enjoined or
prevented by lawful action of any such public officer or official body from constructing the said
Extension, the Company s sole obligation will be to repay to Applicant the said sum Ei2ht
thousand seven hundred seventy-nine and 50/100 Dollars ($8.779.50).This amount shall be
the difference between the amount advanced and estimated expenses incurred by the Company in
conjunction with the main Extension and appurtenances which are the subject of this Agreement.
11. It is further mutually understood and agreed that the mains and appurtenances within the
limits of the street, avenues, roads, ways or easement areas, whether or not attached to or serving
customers but constructed as part of the 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 without
incurring any liability to Applicant whatsoever.
12. The Applicant shall require the Contractor to use its best efforts to commence and carry
to completion as soon as possible the installation of said Extension, having in mind however
delays which may be occasioned by weather, acts of God or the public enemy, strikes or other
matters not within its control.
Applicant agrees that before the commencement of work by the contractor, he or his contractor
will clearly indicate upon the ground by means of stakes or in some other equally positive
manner the exact lines and grades to which the street, highway, or land in which the said water
pipes are to be laid is to be finally built and that he or his contractor will grade the said street
highway, or land so that it will be at all points within less than one (1 ') foot of the above finished
grades before the contractor commences the work of installing the said water pipes. The
Applicant also agrees to require his contractor to stake the exact location and grade of all meter
Exhibit B of Application
P~"p.l6 of 61
Exhibit C
Page 19 of34
RESIDENTIAL, MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL, OR
MUNICIP AL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 5
settings. The contractor, however, shall not lay its pipes according to lines or grades which have
not been approved. And it is agreed that in case of any time, prior to the dedication and
acceptance as a public street or highway by the municipality of any street or highway under
which water mains are laid in conformity with this Agreement it shall become necessary to
change or move the said pipes or their appurtenances by reason of any change or alteration in the
lines or grades of the street, highway, or land in which they are laid, then the expense of such
change or moving of said pipes and their appurtenances, and any other expense incidental
thereto, shall be borne by Applicant.
14, It is agreed by Applicant that he will not build or have his contractor build, at any time
hereafter on, in or over the said easement any structure, the construction or presence of which
will endanger or render ineffective or difficult of access the water pipes or appurtenances of the
Company, or lay or have laid other pipes or conduits within two (2') feet, measured horizontally,
ITom the said water pipe except pipes crossing same at right angles in which latter case a
minimum vertical distance of eighteen (18") inches shall be maintained between the pipes.
excavation or blasting shall be carried on which in any way endangers the said water pipes.Provided, however, that should the Applicant wish to do so he may at his own expense provide a
new location acceptable to the Company for the said water pipes and the Company will thenmove said water pipes and appurtenances to the new location. The cost of moving and altering
and any expenses incident thereto, shall be borne by the Applicant. It is further understood and
agreed that in case of any damage by Applicant or his contractor or caused by the negligence of
Applicant or his contractor to the water pipes or their appurtenances, or other injuries to the
property of the Company in connection therewith, these facilities will be repaired and brought to
proper grade by the Company or Company s contractor at Applicant's expense.
15. The Applicant shall have its contractor warrant that the work performed in installing the
main and appurtenances is free of any defect of equipment, material or workmanship. Such shall
continue for a period of two (2) years ITom completion and approval of the Extension or within suchlonger period of time as may be prescribed by law. Pursuant to the warranty, the Applicant'
contractor, under Company supervision, shall remedy at his 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 contractor shall remedy at his own expense, under Company supervision, any damage to
real or personal property, when that damage is the resuh of any such defect of equipment, material
or workmanship installed by the contractor. 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 two year period, whichever is greater. During the warranty periods
as defined herein, the contractor shall reimburse the Company for the costs of any emergencyrepairs undertaken by the Company to maintain the system in good working order. Withoutlimiting any other provision herein contained, these warranty provisions shall be incorporated in
Applicant's contract with contractor. If contractor fails to reimburse the Company as set forth in
Exhibit B of Application
Pal!e 37 of 61
fit Exhibit C
Page 20 of 34
RESIDENTIAL, MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL, OR
MUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 6
this Paragraph, within forty-five (45) days of the Company s request for such reimbursement, then
the Applicant hereby agrees that it will do so.
16 If the Applicant s contractor, for any reason, should fail to commence installation within
sixty (60) days of this Agreement, the Company shall have the right to terminate this Agreement.
IN WITNESS WHEREOF, the partie~reto have caused these presents to be signed by their
duly authorized officers this s..:--day of rJ C-I'-o~0.3
COMP ANY
ATTEST:
Qt~1i77~ (l
UNITED WATER IDAHO INC.
p?~
V/rE ~J rtt:J~
-;:.
Its
Its~xr
Exhibit B of Application
Pa2e38 of61
fit Exhibit C
Page 21 of34
EXHIBIT A
Labor and Materials In-:Lieu-of-Cash Contractors
Rules for Performance and Conduct
The following provide the rules for performance and conduct for contractors performing work on
water mains, services and appurtenances in water systems owned by United Water Idaho and
those for which it provides contract operations. It is understood that any approved contractor
that performs within the guidelines of the specifications and the rules delineated below, will
remain on the approval list of contractors and be allowed to bid on developer funded projects.
is also understood that contractors who fail to meet these specifications and rules will be
removed ftom the list.
The rules for performance and conduct fall under six subdivisions, Safety, Materials, Conduct
Contract Violations, Insurance and Unpaid Debits to United Water Idaho. Aside ftom and in
addition to any right to remove a contractor as granted by law and aside ftom and in addition to
any provision relating to removal or termination in any contract executed between the parties
removal of a contractor ftom the approved list of contractors will occur if any of the following
occur.
SAFETY:
The contractor s Worker s Compensation Experience Modification Factor is above 1.25.
In United Water s sole but reasonable discretion, the contractor has operated under unsafe
working conditions - 1 st time results in a warning, 2nd time results in removal of the
contractor ftom the approved list.
In United Water s sole but reasonable discretion, the contractor is operating under life
threatening working conditions will result in immediate termination of the contractor ITom
current project and removal of the contractor ftom the approved list.
MATERIALS:
The contractor installs non-approved materials in a project - 1 st time results in a warning, 2nd
time results in removal of the contractor from the approved list.
CONDUCT:
Refusal to perform as required by the United Water Idaho inspector, contractor is subject to
termination ftom current project and removal of the contractor ftom the approved list.
Proceeding with project without 48-hour notice - 1st time results in a warning, 2nd time
results in removal of the contractor ftom the approved list.
RULES FOR PERFORMANCE AND CONDUCT - 1
Exhibit B of Application
Pal!e39 of 61
Exhibit C
Page 22 of 34
The abuse of language or hostile behavior toward United Water Idaho employees, publicagency representatives and/or the general public - 1 st time will, in United Water s sole butreasonable discretion, result in immediate termination of the offending employee ITomcurrent and future UWID projects, 2nd time results in removal of the contractor ITom the
approved list.
Failure to deliver as-built drawings and service tickets will result in non-acceptance of
project.
CONTRACT VIOLATIONS:
Failure to comply with any provision of the contract between United Water Idaho and the
contractor.
INSURANCE:
Contractor is required to maintain insurance levels as specified. No work shall be authorized
if current coverage does not meet specified limits.
UNPAID DEBTS:
All debts owed to United Water Idaho by the contractor shall be due and payable on a 30-day
basis. If the contractor fails to make timely payment, United Water Idaho may remove the
contractor ITom the list of approved contractors.
Each contractor must require that any subcontractor comply with the requirements outlinedherein, and each contractor must include appropriate provisions, which set forth all of the above
Rules for Performance and Conduct in each of its contracts with subcontractors working on the
Project.
REVIEW AND REINSTATEMENT
United Water Idaho will conduct annual reviews of existing contractors, new contractors and thereinstatement of former contractors on an annual basis in December. Warnings will remain ineffect for 12 months. Any contractor removed ITom the list of approved contractors, asdelineated above, will remain off of the list for a minimum of 12 months prior to considerationfor reinstatement.
RULES FOR PERFORMANCE AND CONDUCT - 2
Exhibit B of Application
Dn~n A/\ n~ 1:1
Ii-..
i 'Exhibit C
Page 23 of34
RESIDENTIAL, MULTIPLE F AMIL Y HOUSING, COl\tll\1ERCIAL
INDUSTRIAL, OR MVNICIP AL DEVELOPMENT
WATER MAIN EXTENSION AGREEMENT
CEA No, C04D321
AGREEMENT between UNITED WATER IDAHO INC. hereinafter called the "Company" andJoseph & Kathryn Guido,hereinafter called the Applicant.
WHEREAS, the Applicant has applied to the Company for an extension to its mains as follows:
NONREFUNDABLE COST(S)
Installation of 1190'12"1090'8" PVC Water Main and 3 Fire Hydrants--$ 52 842,
Installation of 19-1" Services-------------------------------------------------------$ 10 000.United Water Labor and Overheads------------------------------------------------11.500,
Total Opinion of Probable Contributed Cost---------------------------- $ 74,342.$62 842.00 to be paid to Contractor, $11 500.00 to be paid to United Water Idaho
andWHEREAS, the Company has agreed to such extension upon the terms and conditionshereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants andagreements herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
A. GENERALL Y
1. For the purposes of this agreement, a bona fide customer shall mean any person(s), firm
Company, corporation, association, governmental unit or owner of property as guarantor
furnished water service of a permanent nature by the Company; and the term "Extension" shallmean the water mains and appurtenances and service laterals as shown on the attached planexcluding fire hydrants,
The term of this Agreement shall be for ten (10) years from the date hereof.3, The Applicant agrees to provide all easements and rights of way, which the Company
considers necessary either from the Applicant or from third persons, as the case may be, to assurethe legal feasibility of the Extension, without cost to the Company,4, The applicant's right to receive monies from off-site connections is personal to the
Applicaht and unassignable either as collateral security or otherwise,5, This Extension shall be made in accordance with the rules and regulations, andspecifications of the Company and subject to the approval of the Company, which approvals will
not be unreasonably withheld.
060-C04D321 - Iron Horse Subdivision
Exhibit B of Application
Pa~e41 of61
Exhibit C
Page 24 of 34
RESIDENTIAL MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 2
B. WHERE THE APPLICANT HAS ASKED THE COMPANY TO PERFORM THE EXTENSION
This space intentionally left blank.
C, WHERE THE APPLICANT HIRES A THIRD PARTY CONTRACTOR TO PERFORMTHE EXTENSIONI, Applicant hereby applies to the Company for the said Extension of its system, and theCompany agrees to allow said Extension upon the terms and conditions hereinafter set forth and
in accordance with its Rules and Regulations.
2, The Applicant hereby agrees that it will hire only those contractors that have beenapproved by the Company and that it will require all such contractors to comply with the Labor
and Materials In-Lieu-of-Cash Contractors Rules for Performance and Conduct, annexed heretoand made a part hereof as exhibit A. The Applicant further agrees that it will require itscontractor to comply, via its contract with contractor, with all terms and conditions set forthherein.
3, The Company estimates that Seventv four thousand three hundred fourtv-two and00/100 Dollars ($74.342.00)will be the cost of installing the said "on-site" Extension asdescribed above including overhead cost to the Company such as supervision, engineering,accounting and legal expenses. Any difference between the actual and the amount contributedshall be shown as a revision of the amount of contribution and shall be payable within thirty' (30) days of submission, The actual cost thus finally determined shall be referred to as the
contributed cost of on-site facilities , If it is necessary to adjust the amount of Applicant'scontribution, in accordance with the terms of this Paragraph, a supplemental memorandum willbe prepared setting forth the "contributed cost of on-site facilities" and shall be attached heretoand made a part hereof,
4, The Company estimates that and 00/100 Dollars ($.:!!:l will be the cost of installing the
said "off-site Extension as described above including overhead cost to the Company such assupervision, engineering, accounting and legal expenses, Any difference between the actual and
the amount contributed shall be shown as a revision of the amount of contribution and shall be
payable within thirty (30) days of submission, The actual cost thus finally determined shall bereferred to as the "contributed cost of off-site facilities . If it is necessary to adjust the amount ofApplicant's contribution , in accordance with the terms of this Paragraph, a supplementalmemorandum will be prepared setting forth the "contributed cost of off-site facilities" and shallbe attached hereto and made a part hereof,
5, The Applicant agrees to advance to the Company, simultaneously with the execution of this
Agreement, the sum of Eleven thousand five hundred and 00/100 Dollars (W.500.00)whichrepresents the cost of the Company s overhead fees, and such items as
Exhibit B of Application
P~a.. do?" nf 61
'1 ,Exhibit C
Page 25 of34
RESIDENTIAL MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 3
inspection and testing, Such amount shall be subject to reconciliation after all such costs are knownand the difference shall be either refunded to or collected from the Applicant.
6. The installation shall be subject to the Company s inspection, testing and acceptancehowever, absence of such inspection or testing by the Company shall not relieve the Applicant ofany of its obligations, The Company shall require the Applicant and the Applicant's contractor (viaits contract with the Applicant) to warrant the work in accordance with Paragraph 15 below, TheCompany shall further require the Applicant and the Applicant's contractor (via its contract with theApplicant) to maintain insurance as follows:
a) Worker s Compensation with Statutory limits and any applicable Federal (e,Longshoremen s), and Employer s Liability of $100 000.
b) General Liability, Comprehensive Form (including Premises-Operations; IndependentContractors' Protective; Products and Completed Operations; Broad Form PropertyDamage; Blanket Contractual Liability, Personal Injury with Employment Exclusiondeleted) with the following limits and endorsements:
(i) Bodily Injury & Property Damage: Single-Limit $1 000 000
(ii) Products and Completed Operations to be maintained for two (2)year(s) afterfinal payment.
(iii) Property Damage Liability Insurance shall provide X, C and U coverage.(iv) Railroad Protective Liability Coverage as applicable with $5 000 000 aggregatelimit.
c) Comprehensive Automobile Liability: Bodily Injury & Property Damage: Single-Limit000000
d) Umbrella Excess Liability: $5 000 000 over primary insurance
The Company shall be named as an additional insured on all policies except WorkersCompensation, AIl Certificates of Insurance shall include a thirty (30) day notice provision for
cancellation or material change in coverage, except ten (10) days notice for non-payment ofpremIUm,
7, The amount of said "contributed cost for on-site facilities shall be booked as acontribution in aid of construction.
8, The amount of said "contributed cost for off-site mains" shall be booked as a contributionin aid of construction, However, an applicant for service for which the service lateral (including
laterals to a fire hydrant(s)) will be directly connected to said off-site main Extension within ten
(10) years of the date of this Agreement shall deposit with the Company one half the cost per
Exhibit B of Application
p~(J" "-1 nf /;;1
Exhibit C '
Page 26 of34
RESIDENTIAL MULTIPLE FAMILY HOUSING , COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 4
front foot of the main Extension times the Applicant(s) total front footage, The cost per front
foot shall be the actual cost of the off-site main Extension divided by the total serviceablefootage. This deposit will be forwarded to the Applicant without interest within thirty (30) days
of receipt by the Company
9, The total monies forwarded to the Applicant shall not exceed the amount of "contributed
cost of off-site mains" as described in Paragraph 8 , above, All future customers whose servicelateral connects directly to the said "off-site main(s)" after ten (10) years from the date of this
Agreement shall not be subject to the deposit described in Paragraph 8 nor shall the Applicant be
entitled or receive any reimbursement after ten (10) years from the date of this Agreement.
10, It is further understood and agreed by and between the parties hereto that the Company
agreement to allow construction of the said Extension is subject to the Applicant and/or itscontractor obtaining all necessary consents, orders, permits and approvals of public officers orpublic bodies having jurisdiction over or lawful interest in any of the subject matters herein, withthe exception of special permits, such as state highway and railroad permits, which the Companyis required to obtain. In the event that the Company, after prompt application and diligent effort
is unable to obtain any such special permit, or in the event that the Company is enjoined orprevented by lawful action of any such public officer or official body from constructing the said
Extension, the Company s sole obligation will be to repay to Applicant the said sum Tenthousand three hundred iIftv and 00/100 Dollars ($10.350.00).This amount shall be thedifference between the amount advanced and estimated expenses incurred by the Company in
conjunction with the main Extension and appurtenances which are the subject of this Agreement.
11. It is further mutually understood and agreed that the mains and appurtenances within the
limits of the street, avenues, roads, ways or easement areas, whether or not attached to or serving
customers but constructed as part of the 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 withoutincurring any liability to Applicant whatsoever.
12. The Applicant shall require the Contractor to use its best efforts to commence and carry
to completion as soon as possible the installation of said Extension, having in mind howeverdelays which may be occasioned by weather, acts of God or the public enemy, strikes or othermatters not within its control.
Applicant agrees that before the commencement of work by the contractor, he or his contractorwill clearly indicate upon the ground by means of stakes or in some other equally positivemanner the exact lines and grades to which the street, highway, or land in which the said waterpipes are to be laid is to be finally built and that he or his contractor will grade the said streethighway, or land so that it will be at all points within less than one (1') foot of the above finishedgrades before the contractor commences the work of installing the said water pipes. TheApplicant also agrees to require his contractor to stake the exact location and grade of all meter
Exhibit B of Application
P""p ,1.1 nft;1
Exhibit C
Page 27 of34
RESIDENTIAL, MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL, ORMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 5
settings, The contractor, however, shall not lay its pipes according to lines or grades which havenot been approved. And it is agreed that in case of any time, prior to the dedication andacceptance as a public street or highway by the municipality of any street or highway underwhich water mains are laid in conformity with this Agreement it shall become necessary tochange or move the said pipes or their appurtenances by reason of any change or alteration in the
lines or grades of the street, highway, or land in which they are laid, then the expense of suchchange or moving of said pipes and their appurtenances , and any other expense incidentalthereto, shall be borne by Applicant.
14. It is agreed by Applicant that he will not build or have his contractor build, at any timehereafter on, in or over the said easement any structure, the construction or presence of whichwill endanger or render ineffective or difficult of access the water pipes or appurtenances of theCompany, or lay or have laid other pipes or conduits within two (2') feet, measured horizontally,from the said water pipe except pipes crossing same at right angles in which latter case aminimum vertical distance of eighteen (18") inches shall be maintained between the pipes.
excavation or blasting shall be carried on which in any way endangers the said water pipes,Provided, however, that should the Applicant wish to do so he may at his own expense provide a
new location acceptable to the Company for the said water pipes and the Company will thenmove said water pipes and appurtenances to the new location. The cost of moving and alteringand any expenses incident thereto, shall be borne by the Applicant. It is further understood andagreed that in case of any damage by Applicant or his contractor or caused by the negligence of
Applicant or his contractor to the water pipes or their appurtenances , or other injuries to theproperty of the Company in connection therewith, these facilities will be repaired and brought to
proper grade by the Company or Company s contractor at Applicant s expense,
15, The Applicant shall have its contractor warrant that the work performed in installing themain and appurtenances is free of any defect of equipment, material or workmanship, Such shallcontinue for a period of two (2) years from completion and approval of the Extension or within such
longer period of time as may be prescribed by law. Pursuant to the warranty, the Applicant's
contractor, under Company supervision, shall remedy at his own expense any such failure toconform 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 warrantyperiod, the contractor shall remedy at his own expense, under Company supervision, any damage toreal or personal property, when that damage is the result of any such defect of equipment, materialor workmanship installed by the contractor. 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 two year period, whichever is greater. During the warranty periods
as defined herein, the contractor shall reimburse the Company for the costs of any emergencyrepairs undertaken by the Company to maintain the system in good working order. Without
limiting any other provision herein contained, these warranty provisions shall be incorporated in
Applicant's contract with contractor. If contractor fails to reimburse the Company as set forth in
Exhibit B of Application
Pa2e 45 of 61
Exhibit C
Page 28 of 34
RESIDENTIAL, MULTIPLE FAMILY HOUSING, COMMERCIAL, INDUSTRIAL, ORMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 6
this Paragraph, within forty-five (45) days of the Company s request for such reimbursement, thenthe Applicant hereby agrees that it will do so,
16 If the Applicant's contractor , for any reason, should fail to commence installation withinsixty (60) days of this Agreement, the Company shall have the right to terminate this Agreement.
IN WITNESS WHEREOF, the parties reto have caused these presents to be signed by their
duly authorized officers this d-./.u day of rV~~tO
COMPANY
ATTEST:
~~~,
UNITED WATER IDAHO INC.
Its
ATTEST:
APPLICANT
By
??~)
F~/,Its
Exhibit B of Application
Pa!!e 46 of 61
Exhibit C
Page 29 of 34
EXIDBIT A
Labor and Materials In-Lieu-of-Cash Contractors
Rules for Performance and Conduct
The following provide the rules for performance and conduct for contractors performing work on
water mains, services and appurtenances in water systems owned by United Water Idaho andthose for which it provides contract operations, It is understood that any approved contractorthat performs within the guidelines of the specifications and the rules delineated below, willremain on the approval list of contractors and be allowed to bid on developer funded projects,
is also understood that contractors who fail to meet these specifications and rules will beremoved from the list.
The rules for performance and conduct fall under six subdivisions, Safety, Materials , ConductContract Violations, Insurance and Unpaid Debits to United Water Idaho, Aside from and inaddition to any right to remove a contractor as granted by law and aside from and in addition to
any provision relating to removal or termination in any contract executed between the partiesremoval of a contractor from the approved list of contractors will occur if any of the following
occur.
SAFETY:
The contractor s Worker s Compensation Experience Modification Factor is above 1.25,
In United Water s sole but reasonable discretion, the contractor has operated under unsafe
working conditions - 1 sl time results in a warning, 2nd time results in removal of thecontractor from the approved list.
In United Water s sole but reasonable discretion, the contractor is operating under life
threatening working conditions will result in immediate termination of the contractor from
current project and removal of the contractor from the approved list.
MATERIALS:
The contractor installs non-approved materials in a project -
1 sl time results in a warning, 2ndtime results in removal of the contractor from the approved list.
CONDUCT:
Refusal to perform as required by the United Water Idaho inspector, contractor is subject totermination from current project and removal of the contractor from the approved list.
Proceeding with project without 48-hour notice - 1 sl time results in a
warning, 2nd timeresults in removal of the contractor from the approved list.
RULES FOR PERFORMANCE AND CONDUCT -
Exhibit B of Application
Pa~e 47 of 61
Exhibit C
Page 30 of 34
The abuse of language or hostile behavior toward United Water Idaho employees, publicagency representatives and/or the general public 1st time will, in United Water s sole butreasonable discretion, result in immediate termination of the offending employee fromcurrent and future UWID projects, 2nd time results in removal of the contractor from theapproved list.
Failure to deliver as-built drawings and service tickets will result in non-acceptance ofproject.
CONTRACT VIOLATIONS:
Failure to comply with any provision of the contract between United Water Idaho and the
contractor.
INSURANCE:
Contractor is required to maintain insurance levels as specified. No work shall be authorized
if current coverage does not meet specified limits.
UNPAID DEBTS:
All debts owed to United Water Idaho by the contractor shall be due and payable on a 30-daybasis, If the contractor fails to make timely payment, United Water Idaho may remove thecontractor from the list of approved contractors,
Each contractor must require that any subcontractor comply with the requirements outlinedherein, and each contractor must include appropriate provisions, which set forth all of the aboveRules for Performance and Conduct in each of its contracts with subcontractors working on theProject.
REVIEW AND REINSTATEMENT
United Water Idaho will conduct annual reviews of existing contractors, new contractors and thereinstatement of former contractors on an annual basis in December. Warnings will remain ineffect for 12 months. Any contractor removed from the list of approved contractors, asdelineated above, will remain off of the list for a minimum of 12 months prior to considerationfor reinstatement.
RULES FOR PERFORMANCE AND CONDUCT - 2
Exhibit B of Application
Pal!c 48 of 61
, ~';"
Exhibit C
Page 31 of 34
RESIDENTIAL, MULTIPLE FAMILY HOUSING, COMMERCIAL,
INDUSTRIAL, OR MUNICIPAL DEVELOPMENT
WATER MAIN EXTENSION AGREEMENT
CEA No, C06D376
AGREEMENT between UNITED WATER IDAHO INC. hereinafter called the "Company" andCORPORATION OF THE PRESIDING BISHOP OF THE CHURCH OF JESUS CHRIST OF
LA TTER-DA Y SAINTS.hereinafter called the Applicant.
WHEREAS, the Applicant has applied to the Company for an extension to its mains as follows:
NONREFUNDABLE COSTCS)
Installation of 5420'12" PVC Water Main---------------------------------------
Installation of 1-2" Service----------------------------------------------------------
Total Opinion of Probable Contributed Cost-----------------------------
318 877.
572,
321 449,
and
WHEREAS, the Company has agreed to such extension upon the terms and conditionshereinafter set forth.
NOW, THEREFORE, in consideration of the premises and of the mutual covenants andagreements herein contained, THE PARTIES HERETO AGREE AS FOLLOWS:
A. GENERALLY
1. For the purposes of this agreement, a bona fide customer shall mean any person(s), fmn
Company, corporation, association, governmental unit or owner of property as guarantorfurnished water service of a permanent nature by the Company; and the term "Extension" shallmean the water mains and appurtenances and service laterals as shown on the attached plan
excluding fire hydrants.
The term of this Agreement shall be for ten (10) years from the date hereof.
3, The Applicant agrees to provide all easements and rights of way, which the Company
considers necessary either from the Applicant or from third persons, as the case may be, to assurethe legal feasibility of the Extension, without cost to the Company,4. The applicant's right to receive monies from off-site connections is personal to theApplicant and unassignable either as collateral security or otherwise.
5, This Extension shall be made in accordance with the rules and regulations, andspecifications of the Company and subject to the approval of the Company, which approvals will
not be unreasonably withheld.
060-C06D376 - LDS Church
Exhibit B of Application
P",....,iOnf'/;1
; "
, "0
Exhibit C
Page 32 of 34
RESIDENTIAL MULTIPLE F AMIL Y HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 2
B. WHERE THE APPLICANT HAS ASKED THE COMPANY TO PERFORM THEEXTENSION
1. Applicant hereby applies to the Company for the said Extension of its system and theCompany agrees to construct the said Extension upon the terms and conditions hereinafter set
forth and in accordance with its Rules and Regulations.
2. Applicant shall contribute to the Company upon the execution hereof the sum ofThirteen thousand one hundred thirtv five and ~35.84)which amountthe Company estimates to be the cost of installing the said "on-site" Extension as describedabove including overhead cost to the Company such as supervision, engineering, accounting,legal expenses and the cost of obtaining any necessary governmental permits. Any differencebetween the actual and the amount contributed shall be shown as a revision of the amount of
contribution and shall be payable within thirty (30) days of submission. The actual cost thusfinally determined shall be referred to as the "contributed cost of on-site facilities . If it isnecessary to adjust the amount of Applicant's contribution, in accordance with the terms of thisParagraph, a supplemental memorandum will be prepared setting forth the "contributed cost ofon-site facilities" and shall be attached hereto and made a part hereof.3, Applicant shall contribute to the Company upon the execution hereof the sum of Threehundred ei ht thousand three hundred thirteen and 16/100 Dollars $308 13.16 whichamount the Company estimates to be the cost of installing the said off-site main Extensionincluding overhead cost to the Company such as supervision, engineering, accounting, legalexpenses and the cost of obtaining any necessary governmental permits. Any difference betweenthe actual and the amount contributed shall be shown as a revision of the amount contributed and
shall be payable within thirty (30) days of submission. The actual cost thus fmally determinedshall be referred to as the "contributed cost of off-site mains . If it is necessary to adjust theamount of Applicant's advance, in accordance with the terms of this Paragraph, a supplementalmemorandum will be prepared setting forth the "contributed cost of off-site mains" and shall beattached hereto and made a part hereof,
4. The Company will use its best efforts to commence and carry to completion as soon aspossible the installation of said Extension, having in mind however, delays which may be
occasioned by weather, acts of God or the public enemy, strikes or other matters not within itscontrol.
5, The amount of "contributed costs for on-site" facilities shall be retained by the Companyand booked as a contribution in aid of construction,
6. The amount of "contributed costs for off-site mains" shall be retained by the Companyand booked as a contribution in aid of construction. However, an applicant for service for which
the service lateral (including laterals to a fire hydrant(s)) will be directly connected to said off-site main Extension within ten (10) years of the date of this Agreement shall deposit with theCompany one half the cost per front foot of the main Extension times the Applicant(s) total front
Exhibit B of Application
P"".. "II nf 61
, '
.I .'
, -
Exhibit C
Page 33 of 34
RESIDENTIAL MUL TIPLE F AMIL Y HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 3
footage. The cost per front foot shall be the actual cost of the off-site main Extension divided bythe total serviceable footage, This deposit will be forwarded to the Applicant without interestwithin thirty (30) days of receipt by the Company.
7. The total monies forwarded to the Applicant shall not exceed the amount of "contributed
cost of off-site mains" as described in Paragraph 3. All future customers whose service lateral
connects directly to the said "off-site main(s)" after ten (10) years from the date of this
agreement shall not be subject to the deposit described in Paragraph 6 nor shall the Applicant be
entitled or receive any reimbursement after ten (10) years from the date of this Agreement.
8. It is further understood and agreed by and between the parties hereto that the Company
agreement to construct the said Extension is subject to the Company obtaining all necessaryconsents, 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 the Company, afterprompt application and diligent effort, is unable to obtain any necessary consent, order, permit orapproval as aforesaid, or in the event that the Company is enjoined or prevented by lawful action
of any such public officer or official body from constructing the said Extension, the Companysole obligation will be to repay to Applicant the said sum of Three hundred seventeenthousand nine hundred fo nine and 00/100 DOLLARS $317 949.00 .
This amount shall be the difference between the amount advanced and estimated expensesincurred by the Company in conjunction with the main Extension and appurtenances which arethe subject of this Agreement.
9. It is further mutually understood and agreed that the mains and appurtenances within the
limits of the street, avenues, roads, ways or easement areas, whether or not attached to or servingcustomers but constructed as part of the Extension shall be and remain the property of theCompany, its successors and assigns. The Company shall have the right to extend any maininstalled by it pursuant to the terms of this Agreement in or to other lands, streets, or avenueswithout incurring any liability to Applicant whatsoever.
10. Applicant agrees that before the commencement of work by the Company, he willclearly indicate upon the ground by means of stakes or in some other equally positive manner the
exact lines and grades to which the street, highway, or land in which the said water pipes are to
be laid is to be finally built and that he will grade the said street, highway, or land so that it willbe at all points within less than one (1) foot of the above finished grades before the Companycommences the work of installing the said water pipes. The Applicant also agrees to stake theexact location and grade of all meter settings, The Company, however, shall not be required tolay its pipes according to lines or grades of which it does not approve. And it is agreed that incase of any time, prior to the dedication and acceptance as a public street or highway by the
Exhibit B of Application
Dq~ft '" I' /,;1
/ 4 ;00
. ,'" .
Exhibit C
Page 34 of 34
RESIDENTIAL MULTIPLE F AMIL Y HOUSING, COMMERCIAL, INDUSTRIALMUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENT (continued)
Page 4
municipality of any street or highway under which water mains are laid in conformity with this
agreement it shall become necessary to change or move the said pipes or their appurtenances by
reason of any change or alteration in the lines or grades of the street, highway, or land in whichthey are laid, then the expense of such change or moving of said pipes and their appurtenances
and any other expense incidental thereto, shall be borne by Applicant.
11. It is agreed by Applicant that he will not build at any time hereafter on, in or over the saideasement 'any structure, the construction or presence of which will endanger or render ineffective
or difficult of access the water pipes or appurtenances of the Company, or lay other pipes orconduits within two (2') feet, measured horizontally, from the said water pipe except pipescrossing same at right angles in which latter case a minimum vertical distance of eighteen ~"
inches shall be maintained between the pipes. No excavation or blasting shall be carried onwhich in any way endangers the said water pipes. Provided, however, that should the Applicantwish to do so he may at his own expense provide a new location acceptable to the Company for
the said water pipes and the Company will then move said water pipes and appurtenances to the
new location. The cost of moving and altering and any expenses incident thereto, shall be borneby the Applicant. It is further understood and agreed that in case of any damage by Applicant orcaused by neglect of Applicant to the water pipes or their appurtenances, or other injuries to theproperty of the Company in connection therewith, these facilities will be repaired and brought toproper grade by the Company or Company s contractor at Applicant's expense.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by their
duly authorized officers this day of
~ ~
, 2006.
COMPANY
Its
APPLICANT
By r /&-:lL
Its Aw. f~ u,.1 A
/..~
Exhibit B of Application
Page 52 of 61
EXHIBIT D
LEGAL DESCRIPTION OF THE REAL PROPERTY WELL LOT
A parcel of land located in the Northwest X of the Northwest X of Section 11 , Township 2 NorthRange 1 West, Boise Meridian , Ada County, Idaho more particularly described as follows:
Lot 2, Block 1 of Danskin Ridge Subdivision No, 1 , according to the official plat thereof, filed inBook 80 of Plats at pages 8623 - 8625 , records of Ada County, Idaho.
Exhibit B of ApplicationP"op""nft\1
Exhibit E
Commitment Exceptions
COMMITMENT FOR TITLE INSURANCE
SCHEDULE B - Section 2
EXCEPTIONS
Commitment No. 7054190
The policy or policies to be insured will contain exceptions to the following unless the, same aredisposed of to the satisfaction of the Company:
1. Taxes or assessments which are not shown as existing liens by the records of any taxingauthority that levies taxes or assessments on real property or by the public records.Proceedings by a public agency, which may result in taxes or assessments,
2, Any facts, rights, interests or claims which are not shown by the public records but whichcould be ascertained by an inspection of the land or by making inquiry of person inpossession thereof.
3, Easements, liens or encumbrances. or claims thereof, which are not shown by the publicrecords,
4. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, or any factswhich a COlTect survey and inspection of the premises would disclose, and which are notshown by the public records,
-....,........,..... '....--'---.--.---.....--..---..
5, Unpatented mining claims, (b) reservations or exceptions in patents, or an act authorizing the
issuance thereof; (c) water rights, claims or title to water.
6, Any lien, or right to a lien, for services. labor or material heretofore or hereafter furnished
imposed by law and not shown by public records,
7, Any service, installation, connection, maintenance or construction charges for Sewer, Water
Electricity, or Garbage collection or disposal or other Utilities unless shown as an existing
Lien by the Public Records,
8, Defects, liens, encumbrances, adverse claims or other matters, if any created, first appearing
in the Public Records or attached subsequent to the effective date hereof but prior to the date
the proposed insured acquires of record for value the Estate or interest or Mortgage thereon
covered by this commitment.
Paragraphs 1-8 will not appear as printed exceptions on Extended coverage Policies, exceptas to such parts thereof which may be typed as a Special Exception in Schedule B, Section 2,
9, General taxes for the Year 2007, a Lien not yet due and payable,
STEWART TITLE
GUARANTY COMPANY
Commitment - &hedule B 2
Page 1 of3
Exhibit B of Application
P~n" ".1 nf(;1
Exhibit E
Page 2 of3
10. General taxes for the Year 2006, which are a Lien;
Original Amount : $12,52 paid
Homeowner
Exemption
Code Area
Tax Parcel
Number
:No
: 239
: Rl727700020
11, General TaXes which may be assessed and extended on any "subsequent" or "occupancy" Tax
. Roll for the current tax year and previous tax years with respect to improvements completedduring current and previous years which may escape assessment of the regular Tax Roll;which are a Lien not yet due or payable,
12, Water rights, claims or title to water.
13, Unpatented mining claims; reservations or exceptions in patents or in acts authorizing theissuance thereof.
14. Liens and Assessments of the Ada County Treasurer (Trash), and the rights, powers and
easements of said District as by law provided, No search has been made.
15, Liens and Assessments of the Boise Kuna Irrigation District, and the rights, powers andeasements of said District as by law provided, No search has been made,
16, Easements, reservations, restrictions and dedications, if any, as shown on the official plat ofsaid subdivision.
17, Rights-of-way for ditches, tunnels and telephone and transmission lines constructed byauthority of the United States as granted to the United States under provision of Section 58-'--.h"m 684,-Idaho-eode-1949.~ u_----
'- -----,- -- -
,--- -, n -,_.. ...
.. - ,.. - ,-------,,-- - ------..-. '. - ---.
18, Ditch, road and public utility easements as the same may exist over said premises.
19, Rights and claims in and to that portion of said premises lying within the Kuna Canal Right
of Way.
20, A Memorandum of Agreement, and the terms and conditions contained therein;By : United Water Idaho, Incand between : Stetson Properties, LLC
Recorded: March 1, 2001 as Instrument No. 101019094, records of Ada County, Idaho.
21. A Development Agreement, and the terms and conditions contained therein;By : City of Kunaand between : Stetson Properties, LP
Recorded: July 17,2006 as Instrument No, 106113969
Re-Recorded July 25 2006 as Instrwnent No. 106118591, records of Ada County, Idaho.
22, Protective Covenants, Conditions and Restrictions, and/or easements, and other mattersimposed by Instrument recorded June 13, 2000 as Instrument No, 100046103, records of AdaCounty, Idaho,
But omitting any Covenants, Condition or Restriction, if any, based on Race, Color, Religion
Sex, Handicap, Familial status or National Origin unless and only to the extent that the
STEWART TITLE
GUARAN1Y COMPANY
Commitment-Schedule B 2
Page2of3
Exhibit B of Application
Page 55 of 61
Exhibit E
Page 3 of 3
Covenant, Condition or Restriction (a) is exempt under Title 42 of the United States Code, or
(b) relates to Handicap, but does not discriminate against handicapped persons,
23. Liens, levies and assessments of the Danskin Ridge Homeowners Association. No search has
been made.
24, Questions of survey, discrepancies, conflicts in boundary lines, shortage in area,encroachments, or any other facts which a correct survey would disclose, rights of parties inpossession, material or labor Liens, disposition of which will be determined by our inspection
of the premises,
Note: A general index search of the county records for liens and judgments has beenperformed on the names of the parties and none were found other than what is shown in
Schedule B herein.
End of Exceptions
Note: for a new Deed of Trust, the Trustee should appear as follows:
Stewart Title
Your Title Officer for this transaction is: Jeff Sturges who can be reached at: Stewart Title ofBoise, Inc. (Emerald Office) at [phone], Your "Escrow Officer" is: Title Only who can bereached at 208-373-0009 or 1-800-573-3310 If you have any questions, please do not hesitate tocall us,
- .
"..., -.. , -, h.,., - ..
-, - - ,. --, .. .- -..--------,-,
STEWART TITLE
GUARANIY COMPANY
Commitment - Schedule B 2
Page3of3
Exhibit B of Application
Page 56 of 61
EXHIBIT F
ASSIGNMENT AND ASSUMPTION OF AGREEMENTS
THIS ASSIGNMENT AND ASSUMPTION OF AGREEMENTS is made by and
among UNITED WHATER IDAHO INC" an Idaho corporation (hereinafter referred to
as "United Water" or "Assignor ) and THE CITY OF KUNA, an Idaho municipal
corporation (hereinafter referred to as "Kuna" or "Assignee
RECITALS
A. Contemporarily with the execution of this ASSIGNMENT AND
ASSUMPTION OF AGREEMENTS, United Water and Kuna have executed that certain
AGREEMENT FOR PURCHASE AND SALE (hereinafter referred to as the "Sale
Agreement") whereby United Water has agreed to convey and Kuna has agreed to
purchase the Domestic Water System described therein,
B, United Water has previously entered into a RESIDENTIAL OR
MUL TIPLE F AMIL Y HOUSING NON-CONTIGUOUS WATER SYSTEM
AGREEMENT ("Non-Contiguous Agreement") with Stetson Properties, loP, and Walter
T. Sigmont and Ruth A. Sigmont, husband and wife dated December 30, 1999 United
Water desires to assign and Kuna desires to assume United Water s obligations under the
Non-Contiguous Agreement. United Water has also previously entered into three
RESIDENTIAL, MULTIPLE F AMIL Y HOUSING, COMMERCIAL INDUSTRIAL OR
MUNICIPAL DEVELOPMENT WATER MAIN EXTENSION AGREEMENTS; one
with Stetson Partners, LP dated October 15, 2003 ("Stetson Agreement"); one with
Joseph & Kathryn Guido dated June 21 , 2004 ("Guido Agreement"); and one with the
Corporation ofthe Presiding Bishop ofthe Church of Jesus Christ of Latter-Day Saints
dated June 5 2006 ("LDS Agreement"), United Water desires to assign and Kuna desires
to assume United Water s obligations under the Stetson Agreement, the Guido
Agreement and the LDS Agreement. The Non-Contiguous Agreement, the Stetson
Agreement, the Guido Agreement and the LDS Agreement are all attached to the Sale
Agreement as Exhibit C. The Agreements contained in Exhibit C are herein collectively
referred to as "The Agreements,
ASSIGNMENT AND ASSUMPTION
NOW, THEREFORE, in consideration of the foregoing recitals and of the terms
conditions and mutual covenants contained in the Sale Agreement:
ASSIGNMENT
United Water hereby assigns, sells and sets over to Kuna all of its right title and
interest in and to The Agreements
Exhibit B of Application
P"..." "7 nft;l
ASSUMPTION
Kuna hereby assumes and covenants to perform all of the obligations of United
Water under The Agreements and guarantees to hold United Water harmless from any
claims or demands made under The Agreements arising after the date hereof.
WARRANTY OF UNITED WATER
United Water represents and warrants that it is not in breach of The Agreements
that all payments required to be made as of the date hereof have been made,
IN WITNESS WHEREOF, the undersigned have executed this ASSIGNMENT AND
ASSUMPTION OF AGREEMENTS as of the respective dates set forth below, effectiveas of
ASSIGNOR:
UNITED WATER IDAHO INc.
An Idaho Corporation
By:
Title:
Date:
ASSIGNEE:
CITY OF KUNA
A Municipal Corporation
By:
Title:
Date:
Exhibit F
Page 2 of2
Exhibit B of Application
Page 58 of 61
EXHIBIT G
BILL OF SALE
United Water Idaho Inc., an Idaho corporation, whose address is 8248 Victory RoadBoise, Idaho 83709 ("Seller ), for valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, does hereby sell, assign, transfer, and set over to City of Kuna, whoseaddress is 763 W Avalon, Kuna, Idaho 83634 ("Buyer ), the following property described onExhibit A, attached hereto and made a part hereof (the "Property
Seller hereby represents and warrants to Buyer that Seller is the absolute owner of the
Property, that the Property is free and clear of liens, charges and encumbrances, that Seller shalldefend the same from all claims whatsoever, and that Seller has full right, power and authority tosell said Property and to make this Bill of Sale; provided , however, Seller has neither made normakes any warranties, whether expressed or implied, concerning the condition of the Property,and Buyer takes and receives the Property "AS IS
" "
WHERE IS " with "ALL FAULTS.
IN WITNESS WHEREOF Seller has signed this Bill of Sale this day of2007,
UNITED WATER IDAHO INC.
an Idaho corporation
By:
Gregory P. Wyatt, Vice President
Exhibit B of Application
P"ap ~Q of 61
, ~
EXHIBIT G
EXHIBIT A TO BILL OF SALE
Physical Description of Domestic Water System
Distribution System
12,498' - 12" PVC Water Main and associated control valves
867' - 8" PVC Water Main and associated control valves
321' - 6" PVC Water Main and associated control valves
054' - 4" PVC Water Main and associated control valves
16 - 3/4" Domestic Services
83 - 1" Domestic Services
2 - 1" Irrigation Services
6 - 2" Irrigation Services
1 - 8" Fire Service
16 - Fire Hydrants with associated laterals and valves
Source of Supply
16' x 32' Well House
20" Supply Well-OOO gpm rated capacity
12" Supply Well- 250 gpm rated capacity
1 - Submersible Pump with 100 hp Motor
1 - Submersible Pump with 30 hp Motor
Mechanical Piping & Metering Equipment
1- 75 kW generator/auxiliary power supply
Water Treatment Equipment
Communication, Control, and Telemetry Equipment specifically excluding:
1 - Radio, remote, digital , 900 Mhz, Alligator, MPR1888A, 10390671 - Opto 22 RTU, Brain, Snap B3000 , OPT750
1 - Opto 22 RTU, Controller, Snap-LCSX-Plus, OPT7491 - Opto 22 , RTU, Power Supply, 5 Volt, DC, Snap-PS5-24DC, OPT759
Land
Well Lot
Associated Landscaping
Irrigation System
Exhibit B of Application
Pal!e 60 of 61
EXHIBIT H
After recording send to:
Gregory P. Wyatt
United Water Idaho
O. Box 190420
Boise, Idaho 83719-0420
FOR RECORDING INFORMATION
WARRANTY DEED
United Water Idaho Inc., an Idaho corporation, hereinafter referred to as "Grantor " forvaluable consideration , the receipt and sufficiency of which are hereby acknowledged, doeshereby grant, bargain, sell, convey, and warrant unto the City of Kuna, an Idaho municipalcorporation, hereinafter referred to as "Grantee " whose address is 763 W. Avalon , Kuna , Idaho83634, the real property located in Canyon County, Idaho, more particularly described as followshereinafter referred to as the "Premises.
A parcel of land located in the Northwest X of the Northwest X of Section 11 , Township
2 North , Range 1 West, Boise Meridian, Ada County, Idaho more particularly described
as follows:
Lot 2 , Block 1 of Danskin Ridge Subdivision No., according to the official plat thereoffiled in Book 80 of Plats at pages 8623 - 8625, records of Ada County, Idaho, includingall ground water and ground water rights, pumps, buildings, sources of supply, and otherimprovements in connection with such groundwater and groundwater rights, and sourcesof supply; and excluding surface water and surface water rights, ditch and ditch rightsminerals and mineral rights, and irrigation equipment.
TO HAVE AND TO HOLD the Premises, together with its tenements, hereditaments andappurtenances thereto belonging or in any way appertaining, the reversion and reversionsremainder and remainders, rents, issues and profits thereof, including, without limitation , all waterand water rights, ditches and ditch rights, water storage rights, the right to ground water, middlerights, easements, and rights of way, unto Grantee and Grantee s heirs, successors and assignsforever. And Grantor does hereby covenant to and with Grantee that Grantor is the owner in feesimple of the Premises; that the Premises are free from all liens, claims and encumbrances, andthat Grantor shall warrant and defend the same from all claims whatsoever,
IN WITNESS WHEREOF, the undersigned have caused their names to be hereuntoascribed this day of ,2007,
UNITED WATER IDAHO INC.
an Idaho corporation
By:
Gregory P. Wyatt, Vice President
Exhibit B of Application
United Water Idaho
Proposed Journal Entry to Record Danskin-Saddle Ridge Sale
Assumes Closing as of December 31 , 2007
UNITED WATER IDAHO Debit
Advanced Plant- Reverse original cost plant; book
amount of advance liability; and accum depr on refunds
Plant in Service
Advances for Construction
Accumulated Depreciation of refunds
Accumulated Depreciation of Company betterment
Net Company Investment
Sub-Total Advanced Plant
Contributed Plant- Reverse original cost plant; CIAC;
and amortization of CIAC
Plant in Service
Contributions in Aid of Construction
Accumulated Depreciation
Accumulated Amortization of CIAC
Sub-Total Contributed Plant
Miscellaneous Plant & Other:
PIS Meters & Auxiliary Power
Accumulated Depreciation
Uranium Mitagation Study
Net Company Investment
Sub-Total Miscellaneous Plant & Other
Accounting of Proceeds:
Cash
Total UWID Investment as of December 31 2007
Reimbursement of Legal & IPUC Filing Expenses
Gain on Sale
Sub-Total Accounting of Proceeds
Grand Total Debits and Credits
Account
Number Credit
101-
252-
108-
108-
101-
$390,832
$310,687
$8,507
$566
$71 072
$390,832 $390,832
101-000
271-000
108-010
272-000
$794 611
$794 611
$60,207
$854 818
$60,207
$854 818
101-$42 705
108-$5,192
107-$39,160
101-$76,673
$81 865 $81,865
131-
101-
912-
712-
$375,000
$147,745
$15,000
$212 255
$375,000$375,000
$1,702,515 $1,702,515
EXHIBIT - C
Month Day, 2007
Dear United Water Customer:
United Water Idaho has owned and operated the domestic water system in the
Danskin-Saddle Ridge area since 2000, Recently, United Water and the City of Kuna
entered into an agreement enabling the City of Kuna to purchase the domestic water
system from United Water. We anticipate that the sale would be complete by the end
of the year. Thereafter, the City s municipal water system will be connected to the
Danskin-Saddle Ridge system. There , of course, should be no disruption of water
service to you.
United Water believes the sale, and subsequent operation of the system by Kuna, will
be beneficial for these reasons:
Kuna has adequate source of supply and operational capability to provide
safe and reliable water service to the area.
Connection of Kuna s distribution system to the Danskin-Saddle Ridge
domestic water system will provide a redundant source of supply as
required by Department of Environmental Quality rules, thus insuring
reliable water supply to the subdivision. The interconnection will also
improve fire protection flows.
The rates charged by Kuna for domestic water service are lower than the
rates charged by United Water, and customers within the subdivisions will
therefore experience a decrease in the cost of domestic water service.
Because United Water is regulated by the Idaho Public Utilities Commission , United
Water has filed an Application with the Commission for approval of the sale. A
complete copy of the proposal is available at the Commission s office at 472 West
Washington Street, Boise, Idaho. It is also available on-line at the Commission
website: http:/ /www.puc.state.id,us/FILEROOM/water/water.htm
You can also file a comment on the Application via the Commission s website at:
http:/ /www.puc.state.id.us/scripts/polyform.dll/ipuc
Or mail comments to:
Idaho Public Utilities Commission
O. Box 83720
Boise, Idaho 83720-0074,
Sincerely,
United Water Idaho
EXHIBIT - D