20140929Application.pdf

(2O8) 343-7s00
(mQ 336-6912 (Fax)
McDevitt & Miller LLP
Lawyerc
42) West Bannock Stteet
P.O. Box 2564-83701
Boise, Idaho 83702
Septembet 29,2074
Chas. F. McDevitt
DeanJ. (foe) Millet
Via Efaad Delivety
JeanJewe[ Secretary
Idaho Public Utilities Commission
4T2W. rUTashington St.
Boise,Idaho 83720
Re: Case No LIWI-W-14-01/ Application of United Water Idaho Inc.,
and Bdan Subdivision Watet lJsets Association
Dear Ms.Jewell:
Enclosed for filing is an original and seven (7) copies of United Water Idaho Inc.'s Application and
Request fot Modified Procedure.
Also enclosed fot filing are the odginal and nine (9) copies of the Testimony and exhibits of
Gregory P. lVyatt and RichatdJuengling. One copy of each of these Testimonies has been
designated as the "Reportet's Copy." In addition, a disk contaidng MS Word versions of the
Testimonies is enclosed fot the Reporter.
As can be seen in the Application and Testimonies, in order to solve a public health problem, it is
advisable to construct water system facilities in the near future. The Paties therefore request prompt
consideration.
If you have any questions, please do not hesitate to contact me.
Kindly retum a stamped copy.
r\t
=(,r) -.1-\rri "::'o lil
r$()\o iT
lt .:.;- ::-:., -t{3
(,lf\)
Very Truly Youts,
^McDevitt & Miller LLP\\ ht*
DeanJ. Miller
DJM/hh
ORIGINAL
Dean J. Miller (ISB No. 1968)
Chas. F. McDevitt (ISB No. 835)
Celeste K. Miller (ISB No. 2590)
McDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564-83701
Boise,ID 83702
Tel:[phone]
Fax: [phone]
j o e@mcdevitt-miller. com
chas @mcdevitt-miller. com
ck@mcdevitt-mill er. com
Attorneyfor United Water ldaho Inc.
IN THE MATTER OF TIIE JOINT
APPLICATION OF UNITED WATER
IDAIIO INC., AIYD BRIAN STJBDIVISION
WATER USERS ASSOCIATION FOR
APPROVAL OF AN AMENDMENT TO
CERTIFICATE OF'PUBLIC
COI{\{ENIENCE AND NECESSITY NO.
143; APPROVAL OF AN AGREEMENT
FOR CONNECTION AND TRANSFER OF
WATER SYSTEMS; APPROVAL OF
RATES AND CIIARGES
i_l!-/a;*rr.'",-, t- I _.- l r
?Cltr SIP 29 [l{ l0: 52
t:'. r'
ll)it,l- , ,.. :',
l.l'l lL ll"l l:: li il01i4,' : iil i,-:l'
BEFORE THE IDAHO PUBLIC UTIL}TIES COMMISSION
Case No. UWI-W-14-01
APPLICATION AND REQUEST
FOR MODIFIED PROCEDURE
COME NOW United Water Idaho Inc., ("United Water") and Brian Subdivision Water
Users Association ("BSWUA") pursuant to RP ll2 and 201 in support of this Application
respectfully shows as follows, to wit:
I.
United Water is a public utility water corporation within the meaning of the Idatro 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, having its
APPLICATION AI\D REQUEST FORMODIFIED PROCEDT RE - 1
principal office and place of business at8248 West Victory Road, P.O. Box 190420, Boise,
Idaho 83719-0420.
II.
Communications in reference to this Application should be addressed to:
Gregory P. Wyatt
UNITED WATER IDAHO INC.
P.O. Box 190420
Boise, Idaho 837 19-0420
208-362-7327
208-362-7069 (fax)
Richard Juengling, President
Brian Subdivision Water Users Association
5855 E. Wood Place
Boise,Idaho 83716
Dean J. Miller, Esq.
MCDEVITT & MILLER LLP
P.O. Box 2564
Boise, Idaho 83701
208-343-7s00
208-336-6912 (fax)
IIr.
A certified copy of United Water's Articles of Incorporation, together with all
amendments to date, is on file with the Commission.
rv.
For over 100 years, United Water, together with its predecessors in interest, has owned
and operated and now owns and operates an extensive and integrated water system in Boise
City, Idaho, and in certain territories 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.
v.
BSWUA is an Idaho not-for-profit corporation. It operates a domestic water system
providing potable water service to its members within arL.areaknown as the Brian Subdivision.
There are currently forty-six (46) connected customers within the Brian Subdivision.
APPLICATION AND REQIIEST FOR MODIFIED PROCEDT'RE. 2
The Idaho Department of Environmental Quality (DEQ) has issued an Order requiring
BSWUA to eliminate existing nitrate contamination from its domestic water system. Nitrate
contamination poses a risk to public health and safety. After diligent investigation, BSWUA has
determined that the only feasible method to eliminate existing nitrate contamination is to connect
its domestic water system to United Water's domestic water system and to transfer its domestic
water system to United Water. Accompanying this Application is the Direct Testimony of
Richard Juengling explaining BSWUA's investigations and conclusions. The location of the
BSWUA domestic water system is depicted on Exhibit A. The legal description of the Brian
Subdivision is set forth in Exhibit B.
VI.
United Water and BSWUA have entered into an Agreement for Connection and
Transfer of Water Systems (Agreement), a true copy of which is attached hereto as Exhibit C.
Pursuant to the Agreement, and subject to approval by the Commission, United Water
will construct facilities to connect the BSWUA domestic water system and thereafter provide
potable water service to the BSWUA customers.
vtl.
As recited in the Agreement, United Water estimates the construction cost of facilities
and improvements to be $1,340,209, itemized as follows:
(a) Pipeline: $1,215,184.
(b) Services and meters: $125,026.
These estimated costs will be subject to true-up upon completion of construction.
APPLICATION AND REQUEST FORMODIFIED PROCEDURE - 3
vIII.
As recited in the Agreement, BSWUA proposes that a fair and reasonable allocation of
the costs set forth above is:
(a) Pipeline: Not more than ten percent (10%) of the trued-up pipeline conskuction
cost shall be allocated to BSWUA customers to be recovered in the manner to be
proposed herein. Ninety percent (90%) of the trued-up pipeline construction cost shall be
allocated to United Water customers.
(b) Services and meters: One hundred percent (100%) of the trued-up construction
cost of services and meters shall be allocated to BSWIIA customers to be recovered in
the manner proposed herein.
The rationale for this proposed allocation is discussed in more detail in the Direct
Testimony of Richard Juengling, filed herewith.
IX.
United Water estimates that the first year per customer revenue requirement associated
with construction costs allocated to BSWUA Water customers is approximately $165,609. As
discussed in the Direct Testimony of Richard Juengling, BSWUA proposes that this revenue
requirement be recovered from BSWUA customers through a bi-monthly surcharge, over and
above the rates contained in United Water's Rate Schedule No. 1, for a ten year period in the
amount of not more than $124.86, or by a one-time payment. Calculations showing the
derivation of this surcharge accompany the Direct Testimony of Gregory P. Wyatt, filed
herewith.
APPLICATION AI\D REQUEST FORMODIFIED PROCEDT]RE - 4
x.
United Water and BSWUA propose that the surcharge set for above be approved under
the "contract standard" such that it would not be subject to change in subsequent general rate
proceedings absent a showing of adversity to the public interest. See, In re: Idaho Power and
Prairie Power, Case No. IPC-E-92-1 1, Order No. 24398.
xI.
United Water proposes the following ratemaking treatment with respect to the costs
allocated to its customers First, that United Water be permitted to continue recording an
Allowance for Funds Used During Contraction (AFUDC) after completion of the project and
until the investment is included in rates in United Water's next general rate proceeding. Second,
that as such time as the investment is included in rates in United Water's next general rate
proceeding, the investment be included at its full amount, and not subject to the thirteen month
averaging methodology, if that methodology would otherwise apply.
As explained in more detail in the accompanying testimony of Gregory P. Wyatt, United
Water believes these requested ratemaking treatments fairly compensate it for undertaking
investments it would not otherwise immediately undertake and which provide the only feasible
solution to a public health and safety problem in Ada County.
XII.
Upon approval by the Commission of this Application, United Water will file a
conforming tariff setting forth the terms of service for customers within the Brian Subdivision
pursuant to RP 133.
APPLTCATTON AND REQUEST FORMODIFIED PROCEDURE - 5
xIII.
Conternporaneously with this Application is providing notice to each of its members by a
Notice to Members in the form attached hereto as Exhibit D.
Request for Modified Procedure
United Water and BSWUA do not believe a hearing is required to consider the issues
presented herein and pursuant to IPUCRP 201 et. Seq. and request that this matter be processed
by Modified Procedure. If the Commission determines that a hearing is required, United Water
and BSWUA are prepared for immediate hearing, based on the Direct Testimony of Gregory P.
Wyatt and Richard Juengling, filed herewith.
WHEREFORE United Water and BSWUA respectfully request that the Commission
enter its order:
1. Determining that this matter be processed pursuant to Modified Procedure;
2. Approving the modification of United Water's Certificate of Public Convenience
and Necessity to add the Brian Subdivision;
3. Confirming that after the date of closing of the Agreement, United Water shall
provide domestic water service to the Brian Subdivision;
4. Approving the surcharge and rate proposals set forth herein;
5. Confirming that the investments by United Water contemplated hereby are
prudent for ratemaking pulposes and approving the cost recovery and rate making
proposal set forth herein; and
6. Granting such other further relief as is appropriate in the circumstance.
APPLICATION AI\D REQUEST FORMODIFIED PROCEDTJRE. 6
DATEDlhir [f, dayof September, 2A14.
BRIAN ST'BDTVISION WATER USERS
Attorney for United Wafer
ASSOCIATION
APPLICATION AND nEQUEST FORMOI}ItrrED PROCEDIJnE - 7
-.i* Ircs!. iIlHi:"11
EnEnDeaz0lt
EXHIBIT B
LEGAL DESCHPTION OX' BRIAN ST]BDTVISION
Lot I Sec. 33 T3N RiiIE Bll[, of tbe records of the Ada County Recorder.
EX{IBITB
Page I of I
AGREEMENT FOR CONNECTION AI\D TRANSFER
OF WATER SYSTEMS
BETWEEN
TINITED WATERIDAHO INC.
AND
BRIAN SUBDTVISTON WATER USERS ASSOCIATION, INC.
EXHIBIT C
Page I of15
TABLE OF CONTENTS
RECTTALS ......................... 2
AGR8EMENT............,... ......................2
1. CONSTRUCTION OF FACILITIES AND SYSTEM IMPROVEMENTS...2
2. COST OF FACILITIES AND IMPROVEMENTS ........................3
ALLOCATION OF COSTS......
TRANSFER OF ASS8TS........,........ ...........3
REAL PROPERTY RETArNED................ ..................4
REPRESENTATIONS, WARRANTIES AND COYENANTS OF UNITED
WATER ,.,,,,4
REPRESENTATIONS, WARRAN'TIES AIYD COVENANTS OF BSWI]A.. 5
J.
4.
J.
6.
7.
8.
9.
10.
1I.
12.
13.
14.
15.
16.
CONDITIONS PRECEDENT TO CLOSING
CLOSING RELATED MATTERS; POST-CLOSING
CLOSING DOCIIMENTS
5
6
7
7
8
8
9
9
0
PRORATIONS AND ADJUSTMENTS ..........
DET'AI,LT AND REMEDIES
BROKERAGE......
NOTrCES......
MISCELLANEOUS
EXHIBIT C
Page 2 of 15
AGREEMENT FOR CONNECTION AND TRANSFER OF WATER SYSTEMS-I
AGREEMENT F'OR COI\NECTION AND TRANSFER OF WATER SYSTEMS
THIS AGREEMENT FOR CONNECTION AND TRANSFER OF WATER
SYSTEMS ("Agreemenf) is made by and among IINITED WATER IDAIIO INC., &
Idaho corporation (hereinafter refered to as'oUnited Water") and BRIAN
SUBDMSION WATER USERS ASSOCIATION,INC., an ldaho not-forprofit
corporation, (hereinafter refeued to as "BSWUA").
RECITALS
A. United Water owns and operates an integrated domestic water system in
the City of Boise,Idaho and areas of Ada County,Idaho.
B. BSWIJA owns and operates a domestic water system in Ada County,
Idaho that provides service to approximately forty-six (46) customers (he BSWLJA
Water System'). The Idaho Departrnent ofEnvironmental Quality C'[DEQ") has issued
an Order requiring BSWLTA to eliminate existing nitrate contamination from its domestic
water supply system. After diligent investigation, BSWUA has determined that the only
feasible method to eliminate existing nitrate contamination is to connect its domestic
water system to United Water's domestic water supply system and to transfer its
domestic water system to United Water. The location of the BSWUA domestic water
system is depicted on Exhibit A.
C. Contingent upon requisite approval by the Idaho Public Utilities
Commission ('Commission') United Water is willing to connect its domestic water
system to that of BSWUA and thereafter provide domestic water service to the BSmrA
Customers on the terms and conditions set forth herein.
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:
1. CONSTRUCTION OF FACILITIES AND SYSTEM IMPROVEMENTS
Subject to the terms and conditions hereinafter set forth United Water, subsequent
to approval by the Commission, shall construct the following facilities and BSWUA
system improvements:
(a) Pipe Line. A main pipeline consisting of approximately 2,280 feet of l2-inch
PVC, 260 feet of 12-inch DI, and 2,190 feet of 8-inch PVC from the Boise River
into and tluough the Brian Subdivision and approximately 1,800 feet of 14 inch
High Density Polyethylene pipe bored under the Boise River and New York
Canal (collectively the o'Pipe Line"). The Pipe Line also includes the installation
EXHIBIT C
Page 3 of 15
AGREEMENT FOR CONNECTION AND TRANSFER OFWATER SYSTEMS.2
of for.r (4) fire hydrants and appurtenances within the BSWUA distibution
facilities so as to provide fire protection service, which currently does not exist
within the BSWUA domestic water system. The location of the proposed Pipe
Line, including the fire hydrants, is depicted on Exhibit B.
(b) Services. Setters. and Meters replacement Replace existing utility-side service
lines, meter boxes, setters, and meters with facilities compatible with United
Water's domestic water system (collectively the "Facilities").
2. COST OF FACILITIES AND PIPE LINE.
United Water's estimated cost for construction of the Facilities and Pipe Line is
$1,340,210, itemized as follows:
(a) Pipe Line: $1,215,184.
(b) Facilities: $125,026.
These costs will be subject to true-up upon completion of construction.
3. ALLOCATION OF COSTS.
In an Application to be filed with the Commission, BSWUA shall propose that the
costs set forth above be allocated as follows:
(a) Pipe Line. A maximum of ten percent (10%) of the revenue requirement
associated with the trued-up Pipe Line construction cost shall be allocated to
BSMrA customers, to be recovered from the existing customers of the BSWLJA.
At least ninety percent (90%) of the revenue requirement associated with the
trued-up Pipe Line construction cost shall be allocated to all United Water
customers for recovery.
(b) Facilities. One hundred percent (l00yo) of the revenue requirement associated
with the trued-up constuction cost of the Facilities shall be allocated to BSWUA
eustomers, to be recovered from the existing customers of the BSWUA.
4, TRANSFER OF ASSETS.
BSWLTA agrees to, assign, transfer and convey and deliver to United Water, at the
Closing (defined below), by quitclaim deed, bill of sale, assignments, and other
instruments of transfer reasonably satisfactory to the parties, and United Water agrees to
receive the following BSWLJA Water System Assets ('Assets):
(a) Taneible Personal Pronerty. All tangible personal property and only that
tangible personal property used and useful in connection with the operation and
maintenance by BSWLJA of the domestic water systems and the furnishing of
water services including, without limitations, appurtenances, equipment, valves,
AGREEMENT FOR CONNECTION AND TRANSX'ER OF WATER SYSTEMS-3
EXHrBrr C
Page 4 of 15
pipes, water lines, service lines, meters, meter boxes and lids, valves, machinery,
inventory, surveys, maps, records and supplies (all hereinafter collectively
referted to as the "Tangible Property"). Specifically excluded are the well lot (see
Paragraph 5 - Real Property Retained below), wells, buildings, and all pump,
motor, pressure, and control equipment located at and within the well buildings.
The Tangible Property is limited to the items specifically listed on attached
EXHIBIT C.
(b) Intaneible Propertv. All intangible property and only that intangible property
used and useful in connection with the operation and maintenance by BSWUA of
the domestic water system and the furnishing of water services including, without
limitation, all leases, ground water rights, permits, easements, rights-of-way,
customer lists and records, well logs, maintenance records, tar{ffs and rules and
regulations goveming the rendering of service and extension of service to future
development, franchises, permits, certificates (all hereinafter collectively referred
to as "Intangible Property").
(c) Ground Water Riehts. Idaho Department of Water Resources Ground Water
RightsNo, 63-3222 and No. 63-10890.
The Assets are being transferred. free and clear of all liens, pledges, security interest,
charges, ta:<es, claims, resfuictions and encumbmnces of any nature whatsoever.
5. REALPROPERTYRETAINED.
BSWITA owns cefiain real property more particularly described as follows:
Block Z,Lot 13, Brian Subdivision, Records of Ada County Recorder (the "Real
Property").
BSWIIA shall retain ownership of the Real Property. The Real Properly is used
by BSMJA as a well lot. BSWUA will with reasonable diligence cause the wells to be
sealed and capped and the well site to be remediated in accordance with the requirements
of regulatory bodies having jurisdiction. BSWIJA shall provide to United Water
satisfactory proof that the wells have been sealed and capped and the site remediated,
6. REPRESENTATIONS, WARRANTIES AFID COVENANTS OF UNITED
WATER.
United Water hereby represents and wauants to BSWUA that as of the date
hereof and as of the Closing Date (defined below):
(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 Idatro, and has full power and authority to: (i) enter into this
EXHIBIT C
Page 5 of 15
AGR"EEMENTFOR CONNECTION AND TRANSFER OFWATER SYSTEMS-4
Agreement; and (ii) 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 tansactions contemplated hereby will: (i) result in a breach
of or a default under any agreeurent, document or instrument to which United
Water is a party or by which United Water is bound; or (ii) violate any existing
statute, law, regulation, reshiction, order, writ, injunction or decree of any corul,
administrative agency or goveflrmental body to which United Water is subject.
7, REPRESENTATIONS, WARRANTIES AND COyENANTS OF BSWUA.
BSWIJA hereby represents, covenants and wan'ants to United Water that as of the
date hereof and as of the Closing Date:
(a) Authoritv. That BSWLJA is an Idaho not-for profit corporation which has been
duly organized and is validly existing and in good standing as a not-for profit
corporation under the laws of the State of ldaho, and has full power and authority
to: (i) enter into this Ageement; and (ii) cany out and consummate the
transactions contemplated by this Agreement.
(b) Effect of Transactions. That the execution and delivery of this Agreement by
the signatories hereto on behalf of BSWITA and the performance of this
Agreement by BSMJA have been duly authorized by BSWLJA. 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 BS\MLA is a party or by which
BSMJA is bourd; or (ii) violate any existing statute, restriction, order, wlit,
injunction or decree of any court, administrative agency or governmental body to
whichBSWUA is subject.
8. TIMELINES
Upon receip of a final, non-appealable Order from the Commission, United
Water will commence construction ofthe Pipe Line and shall pursue construction with
reasonable diligence. The Parties undeustand and agtee, however, that construction of the
Pipe Line may be subject to the approval and requirements of other govemmental
agencies, which may affect the timing of conshuction.
Thereafter, United Water shall undertake rcplacement of utility-side service lines,
meter boxes, setters, and meters as set forth above.
AGREEMENT FOR CONNECTION AND TRANSFER OFWATER SYSTEMS.S
EXHIBIT C
Page 6 of 15
9, CONDITIONS PRECEDENT TO CLOSING
(a) Conditions Precedent to BSWIJA's Oblieations. This Agrcement, and the
parties' obligations to close the tansaction contemplated herein, are 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 United Water, such conditions being for the exclusive
protection and benefit of United Water.
That there shall not have been any material damage, destruction, or
loss adversely affecting the BSWIJA Water System.
On the Closing Date, no proceeding shall be pending or threatened
before any court or governmental agency in which it is sought to
restrain or prohibit or to obtain damages or other relief in
connection with this Agreement or the consummation of the
transactions contemplated hereby, and no investigation that might
eventuate in any such suit, action or proceeding shall be pending or
threatened.
(iii) All approvals required in connection herewith shall have been
obtained fl'om the Idaho Department of Environmental Quality and
the Idaho Department of Water Resources.
(b) Additional Condition Precedent. BSWUA and United Water agree that
consummation of the transaction contemplated by this Agreement is also subject
to United Water obtaining an approval and Order fl'om the Commission on terms
that are acceptable to both United Water and BSWJA, that, among other things:
(ii)
Confirms thatUnited Water may amend its Certificate of Pubiic
Convenience and Necessity so as to include the BSWUA Water
System in its authorized service temitory;
Approves the accounting and mtemaking treatment in the manner
to be proposed in an Application to be filed with the Commission;
If there is any portion of such ruling by the Commission that, in eitherparty's
judgment, is substantially inconsistent with this Agreement or with the Application to the
Comnission, either party, within ten (10) business days after receipt of such Commission
ruhg, may provide the other party with written notice that this Agreement is null and
void, and thereafter the parties shall have no fuilher 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 wi& the
Commission's ruling.
(i)
(ii)
(i)
EXHIBIT C
Page 7 of 15
AGREEMENT FOR CONNECTION AND TRANSFER OFWATER SYSTEMS.6
The partics agree to cooperate and will use commercially reasonable efforts in the
processing and prosecuting of the filing for approval by the Commission.
10. CLOSING RELATED MATTERS; POST-CLOSING
The closing of the tansfer of the Tangible and Intangible Property (the "Closing")
shall take place not later than thirty (30) days after completion of the construction of the
Pipe Line and the Facilities described in paragraph I and 8 (the "Closing Date");
provided, however, that if the thirtieth (30th) day is a Saturday, Sunday or federal
holiday, the Closing Date shall be on the first Tuesday after the thirticth (30th) day.
(a) Closine. The Closing 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.
(b) Possession. Possession of the BSWUA Water System shall be delivered to
Unitcd Water on the Closing Date.
(c) 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 otherwisc) as the other party shall reasonably request, or otherwise can'y
out the transaction and the intentions contemplated by this Agreement. The
foregoing will include (without limitation) thc following:
(i) Cooncration. The parties will coopcrate in coordinating the
prompt, orderly hansition of supply of domestic water to the
domestic water systems.
(iD Billine. On the Closing Date, United Water and BSWUA shall
have all customer meters read. All revenue eamed by United
Water as determined by the meter readings on the Closing Date
and forward shall be due and payable to United Water.
(iil) Repairs and Maintenance. All repairs and maintenance on the
BSWIJA system transfcred to United Water shall be the
responsibility of United Water beginning on the Closing Date.
11. CLOSING DOCIIMENTS
Seller's Deposits. At Closing and subject to the terms and conditions herein
contained, BSWITA shall deliver to United Water the Assets, including without
limitation, the following:
(a) Bill of Sale;
(b) Assignment of Water rights Nos. 63-3222 and 63-10890
EXHIBIT C
Page 8 of 15
AGREEMENT FOR CONNECTION AND TRANSFER OF WATER SYSTEMS.T
(c) Customer account records;
(d) Duly executed Resolution of BSWUA's goveming body authorizing this
transaction.
All of the documents and instruments to be delivered by BSMJA hereunder shall
be in form and substance reasonably satisfactory to counsel for United Water.
12, PRORATIONS AND ADJUSTMENTS
The following items shall be paid, prorated and adjusted as of the Closing Date:
(a) All accounts payable and other obligations incuned by BSWIJA pr{or to the
Closing Date shall be caused to be paid or performed by BSWUA on or before
the Closing Date or as soon as possible thereafter, and United Water assumes no
obligations or responsibility for the payment or performance thereof. Bills
received after Closing which relate to expenses incun'ed or service performed
allocable to the period prior to the Closing Date shall be paid by BSWIIA.
(b) Such other items as are customarily prorated in transactions of the type
contemplated in this Agreement.
(c) All such protations shall be based on the most recent ascertainable bills, and be
made on the basis ofthe actual number of days of the year and month which
shall have elapsed as ofthe 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
BSWT A and such items of income and expense for the period on and after the
Closing Date will be for the account of United Water.
13. DEFAULT AND REMEDIES
(a) Default bv BSWUA. If BSWT A should fail to consummate the transaction
contemplated herein for any reason, except by default by United Water, United
Water may elect any one 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 rccover damages suffered by United Water by reason of the delay in the
acquisition of BSWIIA domestic water systems (ii) to bring suit for damages for
breach of this Agreement; (iii) to terminate this Agreement whereupon BSWUA
will reimburse United Water for United Water's out-of-pocket expenses incuned
with respect to this hansaction, including reasonable attorney fees; or (iv) pursue
any and all remedies at law or equity.
EXHIBIT C
Page 9 of 15
AGREEMENT FORCONNECTION AND TRANSFER OFWATER SYSTEMS.S
(b) Defsult bv United Water. If United Water should fail to consummate the
tansaction contemplated herein for any rcason, except failure of a condition
precedent set forth in paragraph 9 which is not waived by United Water, or
default by BSWUA, BSWUA may elect any one or more of thc following
remedies; (i) to enforce specific performancc of this Agreement and in such action
BSWUA shall have the right to recover damages suffered by BSWLJA by rcason
of the delay in the acquisition of thc BSWUA domcstic water system (ii) to bring
a suit for damages for breach of this Agreement; (iii) to terminate this Agreement
whereupon United Water will reimbusc BSWUA for BSWTIA's out-of-pockct
expenses incurred with respect to this transaction, including reasonable attomey
fees; or (iv) pursue any and all remedies at law or equity.
14, BROKERAGE
Each of the parties represents and warants to the other that it has not incurred and
will not incur any liabitity for finders or brokerage fces or commissions in connection
with this Agreement and the hansactions contemplated hereby.
15. NOTICES
All notices required or desired to be given under this Agreement shall be in
writing and delivercd personally or scnt by facsimile or by first class United States mail,
postage prepaid, addressed as follows:
If to United Water: General Manager
Gregory P. Wyatt
United Waterldaho Inc.
P.O. Box 19042A
Boise ID 83719-0420
Tel. [phone]
Fax. [phone]
With a copies to: Dean J. Miller, Esq,
420 W. Bannock
P.O. Box 2564-83701
Boise,Idaho 83702
Tel. [phone]s00
Fax: [phone]
And United Water Management & Services Inc.
200 OldHookRoad
Hanington Park, New Jersey 07640
Attention: Legal Dcpartment
Tel. [phone]
Fax. [phone]
EXHIBIT C
Page 10 of15
AGREEMENT FOR CONNECTION AND TRANSFER OF WATER SYSTEMS-9
If to BSWLIA: RichardJuengling, Presidenr
Brian Subdivision Water User Association, [nc.
5885 Eastwood Place
Boise,Idatro 83716
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) thlee (3) days after being deposited in the United States mail,
whichever is first. tf sent by facsimile transmission, such notice shall be deemed to have
been given vi,hen received prior to 5:00 p.m. on a business day; otherwise, at 9:00 a.m. on
the next business day.
16. N{ISCELLANEOUS
(a) This Agreement may not be assigned by any party without the consent of the
other party hereto, which consent shall not be unreasonably withheld. 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 federal 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 tems, 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.
(e) This Agreement embodies the entire agreement between the parties hereto with
respect to the subject maffer hereof. It shall not b.e amended or modified except by
written inshument duly executed by each of the parties hereto. Any and all
previous agreements and understandings between or among any or all of the
parties regarding the subject matter hereof, whether written or oral, are
superseded by this Agreement.
(0 BSWIJA and United Water shall each respectively pay any attorney fees they
have respectively incurred for the preparation, negotiation and review ofthis
Agreement.
(g) The captions at the beginning ofthe several paragraphs, respectively, are for the
convenience in locating the context, but are not part ofthe text.
AGREEMENT FOR CONNECTION AND TRANSFER OF WATER SYSTEMS.IO
EXHIBIT C
Page 11 of15
(h) In the event any term orprovision ofthis Agrcement 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 govemed and interpreted and enforced in accordance
with the laws of the State of Idaho without giving eflect to any conflicts of law's
provisions.
0) By virtue of this Agrcement, BSWIJA does not, in any way or for any putpose,
beeome aparher of United Water in the conduct of its business, or otherwise, or
become a joint venture or a member of a joint enterprise with United Water.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
tlre respective dates set forth lrclorv, effective as of fe/i&rr4* 4 J4l f .
UNITED WATER IDAIIO INC.
BRIAN SUBDTVTSION WATER USERS ASSOCIATION, rNC.
A not-for
Schedule of Exhibits
By:
Exhibit A:
Exhibit B:
Exhibit C:
Vicinity Map
Pipeline Map
Tangible Property
EXHIBIT C
Page 12 of15
AGREEIIIENT FOR CONNECTION AND TRANSFER OF WATER SYSTEMS-II
Brian Sub
s
---
lt
-tr
ltll
Pdntoatd 9,24i2014
so
d
=.ul
$ffi
!I
ll.l
lr
qfi
-<=![[it[urIiI[I
A EEEEHl.."rlllll
d'
.1===-
=a:?-'
i
,tC]
EXHIBIT C
BILL OF SALE
Brian Subdivision Water Users Association, an Idaho corporation, whose address is 5885
East Wood Placc, Boisc, Idaho, 83716 ('BSWUA"), for valuablc consideration, the reccipt and
sufficiency ofwhich arc hereby acknowledged, does hcrcby assign, hansfer, and set over to
United Water Idaho Inc., whose address is 8248 West Victory Road, Boise, Idaho 83709
("Unitcd Wateru), thc following properly:
Distribution System:
3,200 feet, more or less, main pipeline
All utility-side service lines, meters and meter boxes
Valves
Spare parts
Accounts and Reoords:
Customer list and billing address
BSWLJA hereby represents and warants to United Water that BSWIIA is the absolutc
owncr of the Property, that the Proputy is free and clear of liens, charges and encumbrances, that
BSWITA shall dcfend thc same from all claims whatsoever, and that BSWUA has firll right,
power and authority to assign, transfer and set over to United Water said Property and to make
this Bill of Salc; providcd, howeveq BSWUA has neither made nor makes Bny wananties,
whethcr expressed or implied, concerning thc condition of thc Propcrty, and United Watcr takes
and receives the hoperty "AS IS," "WIIERE IS".
IN WITNESS WHEREOF, BSWUA has signed this Bill of Sale this
-
day
2014.
BRIAN SUBDIVISION WATER USERS
ASSOCIATION
an Idaho corporation
By:_--_
Richard Jucngling, Chairman
of
EXHIBIT C
Page 15 of 15
NOTICE TO MEMBERS OF BRIAN SI'BDIVI$ON WATER USERS ASSOCIATION INC.
September 2612014
Dear Member:
As you know, your Board of Directors has been working for over a year to find a solution to the nitrate
contamination withinthe Brian Subdivision water system. After investigation, the Board determined the
only feasible solution is to connect the Brian water system to the water system operated by United Water
Idaho Inc. All system users and owners in the subdivision were asked to participate in a meeting on
December 5,2013 to vote on implementation ofthis solution. A majority of homeowners were present
and voted. The vote to connect with and to tum our system over to United Water was unanimous in favor.
After a long period of exploration and discussion with United Water, we have agreed upon and signed an
Agreementfor Connection and Transfer of Water Systems Between United Water ldnho Inc. and Briot
SubdivisionWater Users Association,.Izc. (Agreement). The Agreement is subjectto approval by the
Idalro Public Utilities Commission (Commission). United Water and BSWUA have filed an Application
with the Commission for approval of the Agreement.
The key features of the Agreement are:
. United Water will construct a main pipeline from its existing facilities near the Boise River under
the river and under the New York Canal and connect to the Brian water system at an estimated
cost of $1,215,184.
. United Water will replace existing services, settings and meters and install fire hydrants at an
estimated cost of $125,026.
. Up to ten percent ofthe pipeline cost and one hundred percent ofthe internal distribution system
costs would be assigned to BSWUA customers and recovered ttrough a surcharge on United
Water bills. These costs would be recovered by a bi-monthly surcharge of not more than $124.86
or by a one-time payment at the election of a member. Ninety percent of the pipeline costs would
be assigned to United Water's other customers.
Customers desiring to submit comments to the IPUC or request a hearing may do so either by U.S. mail
or via the IPUC's intemet page as set out below.
U.S. mailto:
Idaho PUC
P.O. Box 83720
Boise, D 83720-0074
A copy of the entire Application is available for public review at the IPUC's office (472West
Washington Sfteet inBoise) or onJine at: www.puc.idaho.govifileroom/cases/summary/ORETl40l.html.
Customers may also subscribe to the IPUC's RSS feed to receive periodic updates aboutthe Application
by following the instructions on the IPUC's internet home page (uauujdahs,ru,ga$ under o'Keep me
Updated, Subscribe to our Feeds."
If you have any questions conceming the Application or would like to receive copies of the Agreement
and Application, please contact me at [phone].
EXHIBTT n
Page 1 ofl
via the IPUC's intemet page go to:
http://www.puc. i daho. gov/forms/casecomment. aspx