20160113PKS to Staff 1-3.pdf

Robert A. Vostrejs, Jr.
Treasurer
Packsaddle Water Systems, !nc.
P. O. Box 71
Driggs, lD. 83422
!N THE MATTER OF THE APPLTCATTON OF )
PACKSADDLE ESTATES WATER COMPANY )
TO TRANSFER lTS CERTTFTCATE OF PUBLTC )
coNVENTENCE AND NECESSTTY NO. 320 TO )
PACKSADDLE WATER SYSTEMS, INC. )
ldaho Public Utilities Commissionon'ffr%[',i?,f"o
JAN I 3 20t6
Boise, ldaho
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
cAsE NO. PKS-W-15-01
RESPONSE TO FIRST
PRODUCTION REQUEST
Packsaddle Water Systems, lnc., by and through its Treasurer, Robert A. Vostrejs, Jr., responds to
the IPUC's First Production Request as follows:
As a point of clarification, the title of this action is in error. Packsaddle Estates Water Company
has not filed an application to transfer its CPCN No. 320, or any other application. Packsaddle Water
Systems, lnc., filed an application for approval of the sale or transfer of a small water company. That
application did not necessarily seek the transfer of CPCN No. 320. As a matter of fact, said application
clearly pointed out that the applicant was a non-profit corporation whose customers were all voting
members governed by a Board of Directors. As such, they are identical to a HOA which should not fall
under the regulation of the IPUC according to ldaho Code, Title 61. They are more accurately described
as a "mutual non-profit organization represented by board members". Nevertheless, Packsaddle Water
Systems, lnc., responds to the IPUC's First Production Request as follows:
REQUEST NO. 1: The water rights of Packsaddle Estates Water Corporation have been transferred to
Packsaddle Water Systems, lnc., along with all of its other assets. Copies of the Purchase and Sale
Agreement and the Quitclaim Deed both dated October 1,2015 were enclosed with the original
application, but are again being attached to this response.
REQUEST NO. 2: The documents produced in Response No. 1, above show that Packsaddle Water
Systems, lnc., owns the property upon which the pump house sits. A neighboring property owner has
claimed for years that the southeastern corner of the pump house sits on his property. Said corner does
not contain the pump, the water source, the reservoir, any supply or delivery lines, or anything vital to
the operation of the water system. This neighbor has never filed any lawsuit claiming a legal interest in
this corner of the building and has owned the neighboring property since March L5, L994. He has never
shown us a survey validating his claim, even though I personally spoke to him at least six times in
September, 2015. He did show me a number of sticks with beer cans on the ends of them that he
claimed marked the corners of his parcel. The neighbor's name and address is: Marlin Burrell, 341
Queen St., Northumberland, PA L7857.
REQUEST NO. 3: Packsaddle Estates Water Corporation did not have customer deposits on hand at the
time of the subject sale. However, it did have funds collected from customers for monthly water use on
hand in the amount of 52,700.00. This was transferred to Packsaddle Water Systems, lnc., but 5819.00
of it was paid to the Moulton Law firm. This was the law firm hired by Packsaddle Estates Water
Corporation to arrange and to close the sale of its assets to Packsaddle Water Systems, lnc.
The original documents that were copied and produced in this Response are in the current
possession of Robert A. Vostrejs, Jr., the Treasurer of Packsaddle Water Systems, lnc. His physical
address is 3102 Aspen Dr., Tetonia, lD, and his mailing address is P.O. Box 71, Driggs, lD 83422. His land
line phone number is 208-456-0950 and his cell phone number is2O8-2OL-2676
Dated at Driggs, lD, this 11th day of January, 2016.
Certificate of Service
I HERBY CERTIFY THAT I HAVE THIS 11TH DAY OF JANUARY ,2OL6, SERVED THE FOREGOING
RESPONSE TO FIRST PRODUCTION REQUEST IN CASE NO. PKS-W-15-01, BY MAILING A COPY THEREOF,
POSTAGE PREPAID, TO THE FOLLOWING:
Neil Price
Deputy Attorney Genera I
ldaho Public Utilities Commission
P.O. Box 83720
Boise, lD 8372O-OO74
ier, Packsaddle Water
COPY
PURCHASE AND SALE AGREEMENT
THIS AGREEMENT, made and entered into this .---i-duy of October 2015, is by and
between Packsaddle Estates Water Corporation with an addrdss of P.O. Box269,Tetonia, Idaho
83452 ('oSeller"), and Packsaddle Water Systems, an Idaho non-profit corporation with an
address of P.O. Box 71, Driggs,Idaho 83422 ("Buyer").
WHEREAS, Seller owns and operates a private water system that supplies water to the
subdivision residents of Packsaddle Creek Estates (the "Business") at Packsaddle Creek Estates,
Subdivision, Teton County, Idaho, as the same appears on the official plat thereof (the
"Property,"); and
WHEREAS, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller,
substantially all of the assets used or useful in connection with the Business, all as more fully
described herein;
NOW, THEREFORE, in consideration of the foregoing promises and the mutual
covenants and agreements contained herein, as well as for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be
legally bound, agree as follows:
1. Purchase and Sale of Assets. Subject to the terms and conditions set forth herein,
at the "Closing," as defined in Section 7 below, Seller will sell, convey, transfer and deliver to
Buyer, and Buyer will purchase from Seller, substantially all of the assets of the Business, a list
of which is set forth on Exhibit A attached hereto (collectively, the "Purchased Assets").
2. Assumption of Liabilities. Buyer shall not assume any other liability of Seller.
3. Purchase Price. The aggregate purchase price (the "Purchase Price"), to be paid
by Buyer to Seller for the Purchased Assets (including the assignment of lease for the Properly)
shall be an amount equal to Ten and 00/100 Dollars ($10.00) and shall be allocated among the
Purchased Assets as set forth in Exhibit A attached hereto. The Purchase Price shall be payable
at the Closing by delivery of the Purchase Price in cash or bank draft or certified check. As
further consideration Buyer will take on the responsibility of delivering water to the residents of
the Property from hereafter.
4. Representations and Warranties of Seller. Seller represents and warrants to Buyer
as follows:
(a) Orqanization. Seller is a corporation duly fomed and validly existing
under the laws of the State of Idaho.
(b) Authorization. Seller has all requisite power and authority under the
Articles of Incorporation and Bylaws of Packsaddle Estates Water Corporation to carry on the
Business as now conducted and to enter into this Agreement and to perform all of Seller's
obligations hereunder. This Agreement constitutes the legal, valid and binding obligation of
Seller. enforceable against Seller in accordance with its terms, except as such enforceability rnay
I 0l 5 Packsddle Assel Purchase Acr!'etrlcnl
be limited by laws governing bankruptcy, insolvency, the enforcement of creditors' rights or
equitable principles generally.
(c) Eflective Agreement. The execution, delivery and performance of this
Agreement by Seller does not and will not conflict with, violate or result in the breach of any of
the terms or conditions of, or constitute a default under, Seller's Articles of Incorporation or
Bylaws, or any law, regulation, ordinance, decree or other restriction to which Seller or its assets
are subject.
(d) Title to the Purchased Assets. Seller has good and marketable title to all
of the Purchased Assets, subject to no mortgage, pledge, Iien, security interest, lease, claim,
charge or encumbrance whatsoever. Seller will have and convey to Buyer at the Closing lawful
possession and control of, and good and marketable title to, all of the Purchased Assets and a
leasehold interest in the Property, subject to no mortgage, pledge, lien, security interest, lease,
claim, charge or encumbrance whatsoever.
(e) Condition of the Purshased Assets. All of the Purchased Assets are in AS
IS condition and come with no further warranty or guarantee of any kind.
(f) Litieation. There is no action, suit, investigation, arbitration or
administrative or other proceeding pending or, to the knowledge of Seller, threatened, against or
affecting Seller or the Purchased Assets, before any court, arbitrator or governmental authority.
Seller has no knowledge of any valid basis for any such action, proceeding or investigation.
5.
as follows:
Representations and Warranties of Buyer. Buyer represents and warrants to Seller
(a) Orsanization. Buyer is a corporation duly formed and validly existing
under the laws of the State of Idaho.
(b) Authorization. Buyer has all requisite company power and authority to
enter into this Agreement and to perform all of its obligations hereunder. This Agreement
constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, except as such enforceability may be limited by laws governing
bankruptcy, insolvency, the enforcement of creditors' rights or equitable principles generally.
(c) Effective Asreement. The execution, delivery and performance of this
Agreement by Buyer will not conflict with, violate or result in the breach of any of the terms or
conditions of, or constitute a default under, the Articles of Organization or Bylaws of Buyer, or
any contract, agreement, commitment, indenture, mortgage, pledge, note, bond, license, permit
or other instrument or obligation to which Buyer is a party.
6. Closine and Closins Deliveries.
(a) Closine Date. The closing of the transactions contemplated by this
Agreement (the "Closing") shall take place on or about October | ,2015, at the offices of the
Moulton Law Office or at such other place or time, or in such other manner, as agreed upon by
the parlies (the "Closing Date").
(b) Seller's Deliveries. At the Closing, Seller shall deliver to Buyer (i)
physical possession of the Purchased Assets, (ii) a Bill of Sale therefor, and (iii) such other
instruments of transfer, in such form as shall be reasonably necessary or appropriate to vest in
Buyer good and valid title to the Purchased Assets and the Party, free and clear from any and all
liens, security interests, and other encumbrances whatsoever.
(c) Buyer's Deliveries. At the Closing, Buyer shall deliver to Seller the
Purchase Price in accordance with Section 4 of this Agreement.
(d) Proration of Expenses. There will not be any pro-ration of expenses as the
parties have made adjustments to the purchase price that takes into account all expenses.
7. Emplovee Matters. Seller will remain solely responsible for all claims, liabilities,
damages or losses arising from or with respect to the employment of its employees prior to the
Closing Date, including without limitation with respect to all salaries and all severance, vacation,
medical, sick, holiday, continuation coverage and other compensation or benefits to which
employees of Seller may be entitled as a result of their employment by Seller prior to the
Closing. All claims and obligations under, pursuant to or in connection with any employee
benefit plans of Seller incurred prior to the Closing Date will remain the responsibility of Seller.
9. Indemnification.
(a) Indemnification Bv Seller. Seller hereby agrees to indemnifu and hold
Buyer, its officers, directors, shareholders, managers and members, as applicable, harmless from
and against any and all losses, claims, damages and liabilities, including but not limited to
reasonable attorney's fees and expenses and costs of enforcement of this Agreement, incurred by
Buyer which are (i) caused by Seller's breach of any representation, warranty or covenant made
by Seller under this Agreement, or (ii) the result of Seller's ownership of the Purchased Assets
and/or operation of the Business prior to the Closing Date.
(b) Indemnification By Buver. Buyer hereby agrees to indemnifu and hold
Seller harmless from and against any and all losses, claims, damages and liabilities, including but
not limited to reasonable attorney's fees and expenses and costs of enforcement of this
Agreement, incurred by Seller which are (i) caused by Buyer's breach of any representation,
warranty or covenant made by Buyer under this Agreement, or (ii) the result of Buyer's
ownership of the Purchased Assets and/or operation of the Business from and after the Closing
Date.
10. GeneralProvisions.
(a) Expenses. Whether or not the transactions contemplated hereby are
consummated, each party hereto shall bear all of its own expenses. Seller shall be responsible for
the legal expenses associated with drafting this Agreement and the costs of closing.
(b) Notices. All notices and other communications which are required or may
be given hereunder shall be in wliting and shall be deemed to have been duly given (i) when
delivered personally, (ii) if sent by facsimile, when receipt thereof is acknowledged by a
confirmation copy of the suune, (iii) the next business day following the day on which the same
(h) Countemarts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original and all of which, when taken together,
shall constitute one and the same instument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first
written above.
PACKSADDLE ESTATES WATER
CORPORATION
Name: Shre=o.., b lr]ettrr crerrr
Title: +,r.,or,,. r Ro €. o f t+<-
?s-t..c.r.s n\ L.\ (- R..,n\>r'.\
S lliea-gr'ttc* A Bi.nbr.&Xc-
Title Yr e o.S +y e r
Exhibit A
Purchased Assets
I - Lot 63, Block 1, Subdivision 2, Packsaddle Creek Estates Subdivision, as per the recorded
plat thereof, records of Teton County, Idaho;
2 - Any pumps, equipment, well house or water rights associated with the aforementioned Lot
63.
3 - j. Z? a ,, of underground pipeline (tax deed);
4 - $2,700 surplus from the cost of the pump repair; and
5 - $650.56 in prepaid fees to be credited to customers on account.
Be Specific Regarding the Grantor so that it is clear whether the property is being transferred by the community or is
the sole and separate property ofa person.
RECORDING REQUESTED BY AND
WHEN RECORDED RETURN TO:
Sean R. Moulton
P.O. Box 631 / 60 E. llallace Ave.
Drisss, ldaho 83422 lnstrument# 238392
TETOITI COTJNTY, IDA}IO10:7-2015 11:12:00 AM trb. of pages: 2Recorded for: VOSTREJS, ROBERTMARY LOU HANSENEx€fhcio Recorder Deputylndex to: oEEo, outT€LAtr
(Space Above For Recorder's Use)
QUITCLAIM DEED
For value received Packsaddle Estates Water Corporation ("Grantor"), does hereby
release and forever quitclaim unto Packsaddle Water Systems, an Idaho corporation ("Grantee"),
whose address is P.O. Box 71, Driggs, Idaho 83422, and its heirs and assigns forever, all right,
title and interest which Grantor now has or may hereafter acquire in the following described real
properfy situated in Teton County, State of Idaho:
Lot 63, Block 1, Subdivision 2, Packsaddle Creek Estates Subdivision, as per the
recorded plat thereof, records of Teton County, Idaho.
Said parcel being subject to any easements, rights-of-way, covenants, conditions,
restrictions, reservations, agreements or encumbrances of sight and/or record.
IN WITNESS WHEREOF, the Grantor has executed this instrument on this I day of
October,2015.
PACKSADDLE
CORPORATION
ESTATES WATER
By:'- )v-... .. - \ kx-,-.-
Title:_, 1'-.r r.-
f \.-.,.-!-,,-,,t* \ \r-.r.,.,-t-t(',- ,w1
3,--'-f> 6'rc\ari- - \ulc :5\-r:.t^< \ru t<{,
(' r
a\:.c <- sr:.cl.t I c t';\c .t' \ ( ''-c'..\-€ r-'
Lcr \)QUITCLAINI DEED-I
STATE OF rDAHO )
) ss.
County of Teton )
on this I day of october, 2015, before,r" 0'ry "i S. +f, frU""*, personally
appeared SHARON D. NETI{ERCOTT, known or identified to me (or proved to me on the oath
of ), to be the person whose name is subscribed to the
within instrument, as Personal Representative of the Estate of Earl E. Bainbridge and as the
Personal Representative of the Estate of Juanita M. Bainbridge, which estates are the sole owners
of all shares of the Packsaddle Estates Water Corporation and acknowledged to me that she
executed the same on behalf of said corporation.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official seal the
day and year in thi! certificate first above written.
CHERISE
NONNY
STATE OF IDA}IO
Residing at
QUITCLAIM DEED.2