20231020Application.pdf

APPLICATION PAGE 1 OF 6
Preston N. Carter, ISB No. 8462
Morgan D. Goodin, ISB No. 11184
GIVENS PURSLEY LLP
601 West Bannock Street
P.O. Box 2720
Boise, Idaho 83701-2720
Office: [phone]
Fax: [phone]
[e-mail]
[e-mail]
16799709.3
Attorneys for Veolia Water Idaho, Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF VEOLIA WATER IDAHO, INC. FOR
APPROVAL OF FIRE HYDRANT
CONVEYANCE, INSTALLATION, AND
OPERATION AGREEMENT
Case No. _________________
APPLICATION FOR APPROVAL OF
AGREEMENT WITH WHITNEY FIRE
DISTRICT AND REQUEST FOR MODIFIED
PROCEDURE
Veolia Water Idaho, Inc. (“Veolia” or “Company”) seeks the Idaho Public Utilities
Commission’s (“Commission”) approval of the Fire Hydrant Conveyance, Installation, and
Operation Agreement (“Agreement”) between Veolia and Whitney Fire Protection District
(“Whitney Fire District” or “District”) (collectively, “Parties”).
Background
1.Veolia owns and operates a regulated public drinking water system within its
certificated area in Ada County, Idaho.
2.Portions of Veolia’s water system are within the boundaries of the Whitney Fire
District.
3.The Whitney Fire District is a fire protection district organized pursuant to
Chapter 14, Title 31 of the Idaho Code.
RECEIVED
Friday, October 20, 2023 2:07:31 PM
IDAHO PUBLIC
UTILITIES COMMISSION
VEO-W-23-04

APPLICATION PAGE 2 OF 6
4. The District is located generally in the area of southwest Boise. Portions of the
District are within the limits of the City of Boise, and portions of the District are located within
unincorporated Ada County.
5. The District owns a number of fire hydrants within its boundaries. These hydrants
are connected to Veolia’s public drinking water system.
6. Historically, the District has been in charge of maintaining and replacing the fire
hydrants within its boundaries. In recent years, these responsibilities have proven more
burdensome and have distracted from the District’s core fire-protection functions. As a result,
some hydrants within the boundaries of the District are in need of maintenance, and some may
be non-functional.
7. In addition, the District tends to have a lower density of fire hydrants than newer
systems, due in part to the District’s financial inability to install new hydrants.
8. In other areas of its service territory, including most areas within the City of
Boise, Veolia owns, operates, and maintains the fire hydrants connected to its system. Indeed,
Veolia believes that this area is the only area within Veolia’s service territory within which
Veolia does not either own the hydrants or have an agreement under which ownership will be
transferred to Veolia.
9. Owning the fire hydrants connected to Veolia’s system provides benefits to
customers. These benefits include: unified ownership of the water system and fire hydrants;
sufficient financial resources to adequately maintain and replace hydrants within the Whitney
Fire District boundary; ensuring that customers within the Whitney Fire District receive the
benefits of a unified system similar to customers outside the District boundaries; and others.

APPLICATION PAGE 3 OF 6
10. In pursuit of their mutual interests, in the spring and early summer of 2023 the
parties negotiated an agreement (“Agreement”) that, if approved by the Commission, would
result in conveyance of certain hydrants to Veolia in accordance with the terms of the agreement.
The Agreement
11. The Agreement, attached as Exhibit 1, sets forth terms and conditions under
which certain fire hydrants currently owned by the District will be transferred to Veolia,
beginning upon the effective date, which is defined in the Agreement as thirty days after
approval by the Commission. See Agreement ¶4.
12. Approval by the Commission is a condition precedent to the Agreement. Id. ¶2.
13. Upon the effective date, the District will transfer ownership of the hydrants that it
currently owns to Veolia over a five-year period. Id. ¶1. Before accepting ownership of a
hydrant, Veolia will inspect it to ensure that it is operational. Id. Under the Agreement, Veolia
will inspect 1/5 of the existing hydrants each year, with the expectation that ownership of
approximately 1/5 of the existing hydrants will be transferred to Veolia per year for five years,
until Veolia eventually owns all the hydrants.
14. Under the Agreement, Veolia will install new hydrants within the boundaries of
the District. Id. ¶1.2. Veolia will own the hydrants that it installs. Id. Veolia will install up to ten
new hydrants per calendar year, and the Agreement sets forth a procedure under which the
District will identify to Veolia the hydrants that it believes are a top priority for replacement or
installation in a particular calendar year. Id.
15. The new hydrants installed by Veolia will meet modern standards consistent with
Veolia’s current practices. Id. ¶1.3.

APPLICATION PAGE 4 OF 6
Private Hydrants
16. In addition to the hydrants owned by the Whitney Fire District, there are
approximately 70 privately owned hydrants within the boundaries of the Whitney Fire District.
17. Upon approval of the Agreement, Veolia intends to begin billing the owners of
these privately owned hydrants in accordance with its approved tariffs.
Request for Approval
18. Approval of the Agreement will allow Veolia to assume ownership of fire
hydrants that are connected to its public water system. This will consolidate ownership of the
system, allow Veolia to control these components of the water system, and bring this area of
Veolia’s service territory in line with other areas.
19. In addition, the Agreement will provide a mechanism under which hydrants that
have not been maintained, and which in some cases are non-functional, can be maintained or
replaced as needed.
20. In addition, the Agreement will allow for the installation of new hydrants in an
area where hydrants are spaced too far apart to meet current fire code requirements.
21. Veolia respectfully submits that approval of the Agreement is in the public
interest, and that approval of the Agreement is fair, just, and reasonable.
Request for Modified Procedure
22. Veolia does not believe that a hearing is necessary to consider the matters
presented in this Application, and requests that the Application be processed by modified
procedure under the Commission’s rules.
Prayer for Relief
23. Veolia respectfully requests that the Commission enter an order:
a. Processing the Application by modified procedure;

APPLICATION PAGE 5 OF 6
b. Approving the Agreement;
c. Approving the application of Veolia’s private-hydrant tariff to the owners of
private hydrants within the District’s boundaries; and
d. Any other relief that is appropriate, just, and reasonable.
Dated: October 20, 2023.
GIVENS PURSLEY LLP
By
Preston N. Carter
Attorneys for Veolia Water Idaho, Inc.

APPLICATION PAGE 6 OF 6
CERTIFICATE OF SERVICE
I certify that on October 20, 2023, a true and correct copy of the foregoing was served
upon all parties of record in this proceeding via electronic mail as indicated below:

Commission Staff Via Electronic Mail
Jan Noriyuki, Commission Secretary
Idaho Public Utilities Commission
11331 W. Chinden Blvd., Bldg. 8, Suite 201-A
Boise, ID 83714

[e-mail]

_________________________________________
Preston N. Carter

EXH
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B
I
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1

EXHIBIT 1

HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEMENT
This Hydrant Agreement ("Agreement") is made by and between Veolia Water Idaho,
Inc., an Idaho corporation whose address is 8248 West Victory Road, Boise, ID 83709 ("Veolia"),
and the Whitney Fire Protection District, an Idaho municipal corporation ("Whitney" or
"District"). Veolia and Whitney may be referred to individually as a "Paa1y" and collectively as
the "Parties", as warranted under the circumstances.
RECITALS
A. Whitney is a fire protection district organized pursuant to Chapter 14, Title 31 of
Idaho Code.
B. Whitney owns a number of fire hydrants within its district boundaries that connect
to the water system owned and operated by Veolia ("Existing Hyd1·ants'} A depiction of the
districfs boundaries as of the Closing Date as defined below is included in Exhibit A of this
Agreement, attached hereto and made a part hereof.
C. Veolia owns, operates, and maintains fire hydrants in Ada County and other Ada
County municipalities.
D. Whitney and Veolia believe Veolia has the experience and resources to own,
operate, install, and maintain fire hydrants within Whitney's jurisdiction.
E. To improve fire protection within the District, and to utilize Veolia's resources and
experience, Whitney desires to transfer ownership of the Existing Hydrants to Veolia for Veolia
to own, operate, and maintain the Existing Hydrants, as well as to install new hydrants, consistent
with the terms of this Agreement.
F. Contingent upon requisite approval by the Idaho Public Utilities Commission
(''Commission") Veolia desires to assume ownership, operation, and maintenance of the Existing
Hydrants beginning on the date of the close of this transaction as evidenced by the signing of a
Bill of Sale ("Closing Date") according to the terms of this Agreement; and to install new hydrants
as set forth in this Agreement.
G. The Parties further desire to enter into this Agreement to set forth their respective
rights and obligations concerning ownership, operation, and maintenance of the Existing Hydrants,
installation of new hydrants, and other matters.
AGREEMENT
In consideration of the above recitals and for other good and valuable consideration, the
sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. HYDRANT AGREEMENT. Whitney agrees to transfer and convey the Existing
Hydrants, and Veolia agrees to assume ownership and responsibility for the Existing Hydrants
subject to and upon each of the following terms and conditions:
1.1 Existing Hyd1·ants Ownership. All Existing Hydrants, including those that
are operational and those that will be replaced, will become property of
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEMENT PAGE 1 OF9
Veolia within five (5) years of the Closing Date, to be owned, operated, and
maintained by Veolia, under the following conditions:
I. I.I Prior to accepting ownership of an Existing Hydrant, Veolia will
inspect the Existing Hydrant and verify that it is in operational
status.
1.1.2 When an Existing Hydrant is determined to be operational, Veolia
will add it to the list of Existing Hydrants to be transferred in that
year ("Transfer List").
1.1.3 If an Existing Hydrant is not operational when inspected, it will go
on a list of Existing Hydrants requiring replacement ("Replacement
List"). Veolia will replace those hydrants on the Replacement List
at Veolia's cost, and once replaced, the hydrant will go on the
Transfer List. When Veolia identifies an Existing Hydrant that is not
operational, Veolia will provide notice to the District of the non­
operational hydrant as soon as practicable.
I. 1 .4 Veolia will inspect a minimum of one-fifth (I/5th) of the Existing
Hydrants every year beginning on January 1 of the calendar year
after the Effective Date of this Agreement.
1.1.5 Ownership of the hydrants on the Transfer List shall be transferred
by December 31 of that year, after which point the Transfer List
shall be empty, and a new Transfer List shall begin for the next
calendar year. This process shall continue until all Existing
Hydrants have been transferred to Veolia.
1.2 Identification of New Hyd1·ants to be Installed. Veolia will target
installation of up to 10 new hydrants per calendar year within the District's
boundaries ( depicted in Exhibit A) as of the Closing Date, starting upon
January 1 of the calendar year after the Effective Date of this Agreement,
up to 200 total installed new hydrants. Veolia will focus installation of
hydrants in the areas of greatest need, as identified by Whitney and to the
extent practicable in Veolia's judgment. By the end of the first week of
January in each calendar year following the Effective Date of this
Agreement, Whitney shall submit to Veolia a list of the ten ( I 0) hydrants
that, in Whitney's judgment, are the top priority for installation in that
calendar year. Veolia will focus its installation efforts on those ten (10)
hydrants and will, to the extent practicable, install those hydrants by the end
of the calendar year. All new hydrants will be property of Veolia.
1.3 Hydrant Specifications. Hydrants installed by Veolia will meet the
following standards.
1.3.1 Waterous Pacer Model No. WB67-250, red body, yellow nozzle
cap, or equivalent successor model; or
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEMENT PAGE 20F9
1.3.2 Clow Medallion F-2545, red body, yellow nozzle cap, or equivalent
successor model; or
1.3.3 Mueller Super Centurion 250, red body, yellow nozzle cap, or
equivalent successor model.
1.3.4 Each hydrant shall be equipped with a Storz Permanent Hydrant
Adapter and cap manufactured by Harrington, Inc. (model
HPHA50-45NH/CAP) or manufactured by Red Head ( adaptor
model S3 7 and cap model SC50) or an equivalent hydrant adapter
and cap approved by Whitney.
1.3.5 These specifications shall also apply in areas annexed into the
District's boundaries after the date of this Agreement.
1.3.6 If new or altered standards become required by the Idaho Public
Utilities Commission or other governmental authority, become
standard business practice, or otherwise come into effect during the
term of this Agreement, Veolia will provide notice of those new
standards to Whitney and the Parties will work in good faith to
agree, in writing, upon the standards that will apply to new hydrants
from that date forward.
1.4 Maintenance. Veolia shall be responsible for maintenance of the Existing
Hydrants as of the date they are transferred to Veolia pursuant to Section
I. I above. Upon transfer, Veolia will maintain the Existing Hydrants, and
any new hydrants installed under this Agreement, in accordance with
AWWA Manual Ml 7.
1.5 Replacement. Veolia shall replace any necessary Existing Hydrants at
Veolia's sole discretion and schedule, pursuant to Section I. I above.
1.6 No New Pipelines. No new or upgraded pipelines shall be installed as part
of this Agreement.
1. 7 P1ivate Hydrants. This Agreement shall not apply to any Private Hydrants,
defined to include those hydrants a) greater than fifteen (15) feet from
public right-of-way, b) located behind a locked gate, or c) owned by persons
or entities other than the District.
1.8 Liability. Veolia shall have no legal liability for any Existing Hydrant not
replaced or installed by Veolia, apart from the obligations, terms, and
conditions set forth in this Agreement.
2. COMMISSION APPROVAL AS CONDITION PRECEDENT. Whitney and
Veolia agree that consummation of the transaction contemplated by this Agreement is subject to
Veolia obtaining an approval and order from the Idaho Public Utilities Commission
(''Commission") on terms that are acceptable to Veolia, in its sole and absolute discretion, that
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEMENT PAGE3 OF 9
among other things: (a) Approves this Agreement; (b) approves Veolia's proposal for recovery of
costs associated with ownership, operation, installation, and maintenance of all hydrants; and ( c)
approves the accounting treatment of the costs associated with ownership, operation, installation,
and maintenance of all hydrants. Notwithstanding anything contained in this Agreement to the
contrary, the Parties acknowledge and agree that the conditions precedent set forth in this Section
2 are paramount. If there is any portion of such decision by the Commission deemed by Veolia to
be unacceptable, Veolia may, within twenty-one (21) calendar days after receipt of such
Commission decision, provide the District with written notice that this Agreement is null and void.
Upon provision of such notice, the Parties shall have no further obligations or liabilities under this
Agreement. Notwithstanding the foregoing, if Veolia determines the Commission decision to be
unacceptable, but would like to request reconsideration of the decision, Veolia shall provide notice
of its intent to petition for reconsideration upon the District. If the Commission alters or amends a
decision related to this Agreement upon a petition for reconsideration filed by any person,
including Veolia, Veolia shall have twenty-one (21) calendar days to provide notice to the District
as to whether the altered or amended decision is acceptable to Veolia, and if the decision is
unacceptable such notice shall have the same effect as if it were given after an unacceptable initial
decision.
2.1 If the Commission issues a decision related to this Agreement that is
deemed acceptable by Veolia but requires modification of this Agreement,
within thirty (30) calendar days of such decision the Parties shall, in good
faith, amend this Agreement such that it is consistent with the
Commission's decision. If the Parties fail to agree on such an amendment,
Veolia shall provide notice to the District of the Parties' failure to reach
agreement and the Parties shall have no further obligations or liabilities
under this Agreement.
2.2 The parties agree to cooperate and will use their best efforts in the
preparation of such further documents and instruments as are necessary to
complete the transaction contemplated in this Agreement, including
processing and prosecuting of the filing for approval by the Commission,
and in connection therewith. The District will also support any future
application of Veolia to recover costs associated with the ownership,
replacement, or installation of hydrants within the District's boundaries.
3. REPRESENTATIONS, WARRANTIES, AND COVENANTS.
3.1 Whitney hereby represents, covenants, and warrants to Veolia that as of the
date hereof and as of the Closing Date:
3.1.1 That Whitney is a duly organized governmental subdivision of the
state of Idaho and a body politic and corporate, and has full power
and authority to enter into this Agreement and carry out and
consummate the transactions contemplated by this Agreement.
3.1.2 That the execution and delivery of this Agreement by the signatories
hereto on behalf of Whitney and the performance of this Agreement
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEl\tlENT PAGE40F9
by Whitney have been duly authorized by Whitney. 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
Whitney is a party or by which Whitney is bound; or (ii) violate any
existing statute, restriction, order, writ, injunction or decree of any
court, administrative agency or governmental body to which
Whitney is subject.
3.1.3 That, to the best of Whitney's knowledge, all Existing Hydrants
were installed in accordance with standards applicable at the times,
and no hydrants pose an unreasonable risk of harm to any person,
property, or otherwise.
3.2 Veolia hereby represents, covenants, and warrants to Whitney that as of the
date hereof and as of the Closing Date:
3.2.1 That Veolia 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
enter into this Agreement and carry out and consummate the
transactions contemplated by this Agreement.
3.2.2 That the execution and delivery of this Agreement by the signatories
hereto on behalf of Veolia and the performance of this Agreement
by Veolia have been duly authorized by Veolia. 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
Veolia is a party or by which Veolia is bound; or (ii) violate any
existing statute, restriction, order, writ, injunction or decree of any
court, administrative agency or governmental body to which Veolia
is subject.
4. EFFECTIVE DATE AND TERM. This Agreement shall become effective thirty
(30) days after a final non-appealable Order of the Commission approving the Agreement
("Effective Date"), subject to Section 3 of this Agreement, and shall remain in force and effect
until all hydrants have been installed or for a period of twenty (20) years. In the event that all new
hydrants have been installed prior to the Agreement's natural expiration, Veolia shall have the
right to terminate this Agreement after providing thirty (30) days' notice to Whitney.
5. DISPUTE RESOLUTION. In the event either Party has a dispute, or asserts a
claim, that arises out of or in connection with this Agreement or its performance, such Party shall
provide the other Party with written notice of the dispute or claim ("Notice of Dispute"). Such
dispute or claim shall be referred to a designated senior representative of each Party for resolution
on an informal basis as promptly as practicable after receipt of the Notice of Dispute by the other
Party. In the event the designated representatives are unable to resolve the claim or dispute through
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEJ\,IENT PAGE50F9
unassisted or assisted negotiations within thirty (30) Calendar Days of the other Party's receipt of
the Notice of Dispute, such claim or dispute may, upon mutual agreement of the Parties, be
submitted to arbitration. In the event the Parties do not agree to submit such claim or dispute to
arbitration, each Party may exercise whatever rights and remedies it may have in equity or at law
consistent with the terms of this Agreement.
6. NOTICES. All notices required or desired to be given under this Agreement shall
be in writing and delivered personally or sent via electronic mail or first class United States mail,
postage prepaid, addressed as follows:
If to Veolia:
If to Whitney:
With copies to:
Veolia Idaho Operations
8248 W Victory Road
Boise, ID 83709
Attn: Catherine Cooper
Email: catherine. [e-mail]
Whitney Fire Protection District
PO Box 190270, Boise ID 83719
Attn: Greg Womack, Chief
Email: [e-mail]
Givens Pursley LLP
601 W. Bannock Street
Boise, ID 83702
Attn: Preston Carter
Email: [e-mail]
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 electronic mail, such notice shall be deemed to have been given and received on the date
sent if sent before 5:00 PM in the local time zone, or on the next day, if sent after 5:00 PM in the
local time zone.
7. BINDING EFFECT; ASSIGNMENT. 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.
8. MISCELLANEOUS. 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. This Agreement may be executed in counterparts, each
of which shall constitute an original, but all together shall constitute one and the same agreement.
The terms, provisions, covenants (to the extent applicable) and indemnities shall remain binding
upon and for the parties hereto until fully observed, kept or performed. This Agreement embodies
the entire agreement between the parties hereto with respect to the subject matter hereof Whitney
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEtvlENT PAGE60F9
and Veolia shall each pay any attorney fees they have respectively incurred for the preparation,
negotiation and review of this Agreement. 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. 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. This Agreement shall be governed by the laws of the State of Idaho. By virtue of this
Agreement, Whitney does not, in any way or for any purpose, become a partner of Veolia in the
conduct of its business, or otherwise, or become a joint venture or a member of a joint enterprise
with Veolia. Time is of the essence in this Agreement. Any waivers hereunder must be in writing.
No waiver of any right or remedy in the event of breach or default hereunder will constitute a
waiver of such right or remedy in the event of any subsequent breach or default.
9. A TIORNEYS' FEES. In the event of any controversy, claim, or action being filed
or instituted between the Parties to interpret or enforce the terms of this Agreement, or arising from
the breach of any provision hereof, the prevailing party shall be entitled to receive from the non­
prevailing party all costs, damages, and expenses, including without limitation reasonable
attorneys' fees incurred by the prevailing party (prior to trial, at trial, on appeal, and during any
post-judgment collection activities).
10. COMPLIANCE WITH LAW. Veolia agrees to comply in all respects with any
and all federal, state, and local statutes, law, ordinances, codes, regulations, and rules and obtain
any and all permits and approvals in connection with the terms of this Agreement.
[ end of text; counterpart signature pages follow ]
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEMENT PAGE70F9
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement effective as
of the Effective Date.
VEOLIA:
VEOLIA WATER IDAHO, INC, an Idaho
corporation
By:../'r-rr--
Name: Marshall Thompson
Title: Vice President & General Manager
WHITNEY:
WIIlTNEY FIRE PROTECTION DISTRICT, a
governmental subdivision of the State ofldaho
Name:_.a:;(i.i~e;....6-_~ __ R_y~"'""-11.;..:___.W.i;;..;;;..;;;c~llt;;,,_A;...._~-----
Title: FIRE teHlt:F _ ____._--'-'-"----........... _..;;...---------
HYDRANT CONVEYANCE, INSTALLATION, AND OPERATION AGREEl'vlENT PAGE80F9
EXHIBIT A
Whitney Fh-e Protection District Boundaries
HYDRANf CONVEYANCE, INSTALLATION, AND OPERATION AGREEl'vlENf PAGE90F9
Date Printed: 6/6/'2023
Whitney
Fire District
<i> Whitney Fire Station CJ Whitney Fire District
<i> Boise Fire Station D Boise Fire District
N + -c::::::::J Miles
0 0.5 1