200305151st Response.pdf

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ZOO) M~iY 14 ~Tf.~~VSTEM TRANSFER AND ACCEPTANCE AGREEMENT
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is made and entered into this )ND day ofa:l,2003, by and
between CDS STONERIDGE UTILITIES, LLC ("SU"
) ("
Transferee ) and HAPPY VALLEY
RANCHOS WATER, INC.
, ("
HVR"
WHEREAS, HVR is the owner of that Qenain parcel of property and those certain
easements ("the Land") located in Bonner County, Idaho, property, assets and fixtures,
commonly known as the HVR Water System (the "Water System") and more particularly
described on Exhjbits A and B attached hereto~ and
WHEREAS, HVR has reached an agreement with SU, as contained within a Letter of
Understanding dated February 6 2003 (the ""Letter ) regarding the transfer of the Water System
to SU; and
WHEREAS, SU and HVR wish to further set forth their understandings and agreement
regarding the terms and conditions of the transfer of the Water System;
NOW, THEREFORE, in consideration of the terms and conditions of this Agreement
and the mutual covenants herein contained, SU and HVR do hereby agree as follows:
HVR shall transfer and convey to SU, and SU shall accept from HVR, upon and subject
to the terms and conditions set forth in this Agreement, all of HVR's property that is used and
useful in providing service from the Water System. The final acceptance by SU of the Water
System is subject to the satisfaction of certain conditions as set fonh herein. Notwithstanding
any other provisions set forth herein, the election to accept transfer of the water system rests
solely with SUo If, in its sole discretion, SU determines that it will accept the Water System, the
panies shaH mutually establish a date upon which the transfer is to occur (the ""Closing Date ). It
is understood that after the "Closing Date" SU will provide water service and ongoing
maintenance to HVR users from SU s' current water supply subject to lPUC regulations.
SECTION 1. SALE OF ASSETS.
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HVR agrees to transf~r and SU agrees to accept all property and assets of HVR useful or
necessary tor the operation and maintenance of the Water System. The Assets include, but are
not limited to, those items described on Exhibit A, attached hereto and made a part hereof (the
Assets"
SECTION 2. TRANSFER OF LA.ND AND IMPROVEMENTS.
HVR agrees to transfer and SU agrees to accept certain real property owned by HVR that
is useful and necessary in operating and maintaining the Water System (the uLand"). The Land
. .
. includes the easements also described in Exhibit B, together with all the buildings, easements
appunenances. rights, privileges and improvements thereunto belonging or appurtenant to the
Land (the "Improvements )~ all personal property owned by HVR and located on or used in
connection with the Land or the Improvements, including, but not limited to the personal
property listed on Exhibit A attached hereto and all fi:dures, equipment and appliances useful
necessary for normal operation of the Water Systern~ all trees, shrubbery and plants now in or on
the Land~ all rights, titles and interests of HVR in and to all alleys and strips~ all rights, titles and
interests ofHVR in and to all leases,1icenses or other agreemen.ts concerning occupancy of the
Land or the Improvements; all rights. titles and interests ofHVR in and to al1 rights~f-waYJ
rights of ingress or egress or other interests on, or , any property, highway, street. road,
avenue, open or proposed, in, on or across, in front of, abutting or adjoining thc= Lan~ all rights
titles and interests of H YR. if any, in and to any unpaid awards for damage thereto, if any; all
insurance proceeds payable by reason of fire or other casualty occurring on or with respect to the
Water System. Improvements or Land after the date of this Agreement; and aU pennits
certificates, approvals and licenses with respect to the Water System, Land and Improvements.
including, but not limited to, certificates of occupancy and conditional use and other pennits (an
of the foregoing being hereinafter referred to collectively as the "Property"
SECTION 3.TERMINATION OF AGREEMENT.
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SU shall be entitled to perform any due diligence it deems necessaJY, in itS sole and
absolute discretion. and shall be entitled to tenninate this Agreement by written notice to HVR
at any time prior to closing.
Reasons for tennination may include, but not be Hroited to, the following:
(a)Inability to complete all due diligence review in a manner or on a
schedule as identified by SU; or
(b)Identification that the Water System, or any portion of it, is in worse
condition than has been understood by SO; or
(c)Failure to obtain unqualified approval for either the transfer of the Water
System by HVR to SU, or the operation of the Water System after the transferby appropriate
State of Idaho and public health regulatory bodies; or
(d)The availabi1ity of fund.c; from Tdaho Department of Environmental
Quality ("DEQ") in an amount sufficient to finance necessary repairs to the Water System at an
interest rate and under tenns acceptable to SU; or
(e)The development of a plan acceptable to SU to provide adequate and
acceptable security to DEQ for the repayment of the loan, which may include some fonn
special assessment which may involve a lien against 8. delinquent individual's property or
properties specially benefited by the improvements. ; or
(1)Failure to satisfy any other tenns or conditions of the Letter, which terms
or conditions are incorporated herein as iffully set forth.
SECTION 4. HVR REPRESENTATIONS AND W ARRANTlES.
HVR hereby makes the following representations and warranties, which representations
and warranties shall be deemed made by HVR to SU also as of the Closing Date and shaH
survive the Closing Date.
(a)Disclosure ofMateriaJ Facts. HVR represents that it has provided SU
with all infonnation, including supporting documentation., and has not made any misstatements
or omissions material to the transfer contemplated by this Agreement. HVR further warrants
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that should the existence of additional documents that are or may be material become known to
HVR. that it shall immediately notify SU and make the documents or materials available as
quickly as is practicabJy possible.
(b)Authentication of Documents. HVR represents that the documentation it
has provided to SU in conjunction with the transfer contemplated by this Agreement is authentic
and complete in all material respects.
(c)Parties in Possession. HVR is the owner of all Assets and Property being
transferred herein and the Assets and Property are being transferred free of any lien. claim of lien
or encumbrance. There are no parties or trespassers in possession or which have a right to
possession of all or any portion of the Assets or Property and there arc no leases or licenses
affecting th.e AsS4:ts or Property.
(d)Taxes. HVR shall pay all taxes, if applicable, incurred on the Assets,
Property prior to the date of transfer by virtue of either its ownership thereof, or operation of the
Water System. HVR has paid all taxes attributable to any period of time prior to the Closing
Date, including but not limited to, real taxes, and any and all taxes that could become a charge
on the Assets as of the Closing Date.
(e)Water System Claims. HVR warrants that there are no claims nor set of
facts giving rise to a claim which exists at the time of the Closing Date which claims arise out of
the operation of the Water System or its sale of water.
(f)Compliance.HVR has complied with all applicable state, local and
federal rules, laws, ordinances and regulations relating to the Property~ Assets and Water Rights
as of the Closing Date.
(8)Good Repair. HVR warrants that the equipment, Assets and
Improvements being transferred are in reasonably good repair, considering reasonable wear and
tear, except for mutually agreed upon specific equipment and improvements to be repaired or
replaced at actual. costs with the proceeds of any financing from DEQ.
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(h)Authoritv ofHVR. HVR has the power and authority to enter into this
Agreement and be bound according to its terms, and the signatory hereto is duly authorized to
execute and deliver this Agreemept and to perform all ofHVR's obligations hereunder.
(i) Condemnation or Assessment.HVR warrants that there is no pending
condemnation or sjmilar -proceeding or assessment affecting the Property or Assets, or any part
thereof, nor. to HVR's knowledge, is there any such proceeding or assessment contemplated by
any governmental authority.
(j)
Access. HVR wanants that the Land abuts upon and/or has access to and
from public str~ets. There is no pending or threatened governmental proceeding which would
impair or curtail full and free access to the Land from public highways, streets or roads.
(k)Construction Liens- HVR will provide an affidavit of tide acceptable
su that no labor, material or services have been furnished in, on or about the Land or any pan
thereof as a result of which any enforceable mechanics , laborers or materialmen s liens
claims might arise.
(I)Service Contracts. There exist no employment, wUon, service
maintenance contracts or any other contracts, licenses and permits ("Contracts ) affecting the
Property. HVR shall indemnify, defend and hold SU harmless trom any claim made or cause of
action brought under any such service contract, other than such a claim or cause of action arising
out of events occUlTing after the Closing Date with respect to any contract of HVR expressly
asswned by SUo Notwithstanding the foregoing. if such a contract exists, SU at its sole
discretion may continue said Contract although it is under no obligation to.
(m)Assumption of Liabilities. SU, by virtue of the acceptance of the Assets
and Property, will not be required to satisfy any obligation ofHVR arising prior to Closing other
than those to be expressly assumed by SU pursuant to this Agreement. HVR will pay and
discharge any and all liabilities of each and every kind arising out of or by virtue of the
possession, ownership or use of the Assets and Property prior to the Closing Date, and shall
indemnify, defend and hold SU harmless thereftom.
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(n) Insurance. HVR certifies that policies of property and liability insurance
are presently in full force and cftcct with respect to the Property and Assets. HVR shall maintain
in force aU policies, ifany, offire and other casualty and liabHity insurance maintained as of the
date hereof with respect to the Assets or the Property until the Closing Date.
(0)Defaults- To the best ofHVR's knowledge, HVR is not in default and
there has oocurred no uncured event which, with notice, the passage of time or both would be a
default, under any contract. transaction, agreement, lease, encumbrance, or instrument pertaining
to the Assets Of, Property.
(p)
Liti~atjon. There is no litigation Of, to the best ofHYRls knowledge
threatened litigation which could now or in the future in any way (1) constitute a lien, claim,
obligation of any kind on the Assets or Property~ (2) affect the use, ownership or operation ofthe
Assets or Property; or (3) otherwise adversely affect the Assets or Property. For purposes of this
clause, litigation includes lawsuits. actions, administrative proceedings, governmental
investigations and all other proceedings before any tribunal having jurisdiction over the Assets or
Property .
(q)
H87mdous Substances.To the best ofHVR's knowledge, the Land 1S not
in violation of any law, ordinance, rule or regulation relating to the environmental conditions
thereon. Moreover, to the best ofHVR's knowledge, there is no h87JU'dous waste or other
substance, including but not limited to those that would be a hazardous substance or toxic
substance, as defined under the federal Comprehensive Environmental Response, Compensation
and Liability Act of 1980, as amended, 42 US.C. Section 9601 ~. sg.; the Hazardous Materials
Transportation Act, 49 U.C. Section 1802~ and the Resource Conservation and Recovery Act.
42 V.C. Section 6901 et. seq., and the regulations promulgated thereunder, or under any
applicable local or state environmental ordinance, statute, law, rule or regulation, on or in the
vicinity of the Land., or on any parcels of property which abut the Land. Further to the best of
HVR's knowledge, there are no substances or conditions in or on the Property or any other
parcels of property which may affect the Property or use thereof which may support a claim or
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cause of action under any federal, state or local environmental statute, regulation, ordinance or
other environmental regulatory requirements and to the best oflNR's knowledge, there is no
asbestos, PCBs or underground storage tanks Jocated on the Property or which have been
removed therefrom. Except for underground water tanks to remain part of the operations.
(r)Ootion to Acquire Assets or ProDerty. No person or entity has any right of
first refusal or option to acquire any interest in the Assets or Property or any part thereof, and
HVR has not sold or contracted to transfer the Assets or Property or any portion thereof or
interest therein other than as set forth herein.
(5)Violations. HVR has not received nor is HVR. aware of any notification
from the Department of Building and Safety~ Health Department or such other city, county,
state, or federal authority having jurisdiction, requiring any work to be done on the Property or
advising of any condition (including, without limitation, hazardous wastes) which would render
the Property or the Water System unusable or affect the usability of the Property or any part
thereof for the purposes of su.
(t)Foreien Person.HVR is not a foreign person and is a "United States
Person" as such tenn is defined in Section 7701(a) (30) of the Internal Revenue Code of 1986, as
amended (the "Code ). HVR shall deliver to SO prior to the Closing Date an Affidavit prepared
by SU evidencing such fact and such other documents as may be required under the Code.
(u)Non-Contmvention of Existing Documents.To the best ofHVR'
knowledge, neither the execution or delivery of this Agreement, nor conswnmation of the
transactions contemplated hereby, nor fulfillment of or compliance with the terms and
conditions hereof, contravenes any provision of any law. statute. rule or ordinance to which the
HVR or the Property is subject, or conflicts with or results in a breach of, or constitutes a default
under, any of the tenus, conditions, or provisions of any agreement or instrument to which HVR
is a party or by which it is bound, or constitutes a default under any of the foregoing and there
exists no default in respect of any obligation pertaining to the Assets or Property.
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(v)A2reements. HVR shall not enter into any leases, trust deeds, mortgages,
restrictions, encumbrances, liens, licenses or other instruments or agreements affecting the
Propeny without the prior written consent of SU from and after the date of this Agreement.
SECTIONS. HOLD HARMLESs.
SU agrees to hold HVR hannless from any and all claims of whatever nature which arise
out of facts and circumstances associated with the Assets or Property which occur after the date
of Closing, to the extent pennitted by law, except to the extent such claims arise from HVR'
negligent or wrongful acts or omissions.
HVR agrees to hold SU harmless from any and an claims of whatever nature which arise
out of facts and circumstances associated with the Assets or Property which occur prior to the
Closing Date.
~~CJ'ION6.COVENANTS OF HVR.
HVR covenants and agrees, from the date of this Agreement to the Closing Date, as
follows:
(a)HVR win perform all of its monetary and non-monetary obligations
(whether for borrowed money or otherwise) and the hens securing same pertaining to the Assets
or Property or any portion thereof, if any;
(b)HVR will not aHow any lien to attach to the Property or Assel~ or any part
thereof except the Hen. for ad vaJorem taxes which are not due and payable and any hens which
result from the activities of SU in coMeetion with the Assets or the Property, nor win HVR
grant, create, or voluntarily allow the creating of, or amend, extend, modifY or change, any
easement, right-of-way, encwnbrance, restriction, covenant, lease, license, option or other right
affecting the Assets or Property, or any pan thereof, nor shaJI HVR enter any agreement
contract affecting the Water System without SU's written consent first having been obtained;
(c)HVR will notify S U of each material event of which HVR becomes aware
at1ecting the Assets or Property, or any part thereof, promptly upon learning of the occurrence
such event; and
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(d)HVR shaH cooperate and assist SU in obtaining aU governmental or
regulatory permits and approvals of transfer SU deems necessary to effectuate the transfer
contemplated herein. In the event any governmental or regulatory body requires actions by the
HVR after the Closing Date, HVR hereby covenants to take such reasonable actions as may be
required. The officers and directors ofHVR represent both individually and as representatives
ofHVR, that they will execute necessary docwnents as may be requested.
IfHVR defaults in the performance of its obligations Wider this section, SU (without any
obligation to do so) may. upon ten (10) days' prior written notice to HVR and HVR's failure to
cure said default prior to the expiration of said ten (10) day period, CW"e such default and may
seek reimbursement for the cost of said cure from HVR.
SECTION7. WARRANTIES BY SUo
(a)SU has legal authority to enter into this Agreement and be bound
according to its terms. IfSU receives a claim covered by the HVR's hold harmless provision or
is making a claim itself for breach ofHVR's warranties, it must promptly give HVR written
DoUce of the facts which it possesses which give rise to the claim; and
(b)Until such time that a determination is made as to the validity of the claim
by a coun of competent jurisdiction, SU and/or HVR in all instances shall have the right to
defend all claims.
SECTION8. CLOSING.
(a)Time and Place. Provided that all the contingencies set forth in this
Agreement have been fulfilled in a manner acceptable to SU (in its sole discretion), the Closing
Date shall take place no later than September 30 2003. unless mutually extended in writing by
the parties or unless this Agreement is terminated by SU as provided in Section 4 herein.
(b)Documents to be Delivered to Su.For and in consideration of, and as a
condition precedent to, the acceptance by SU ofthc Water System, HVR shall obtain and deliver
to SU at Closing the following documents (an of which shalJ be duly executed and
acknowledged. where required and shaH survive the Closing):
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(1)Corporate Authority. All documents reasonably necessary to show
that HVR is properly organized and existing pursuant to the laws of the State of Jdaho,
and that the signatories are authorized to enter into this transaction. Such docwnents
shall include. but are not necessarily limited to, a Certificate of Good Standing issued by
the Secretary of State's Offic:e, and a resolution duly adopted and executed by HVR'
Board of Directors.
(ii)Warranty Deed. Statutory warranty deeds jn recordable fonD and
otherwise in form and substance acceptable to SU containing the
legal description of the Land in such form as will convey to SU
good, marketable and indefeasible title to the Land, free and clear
of all liens. encumbrances, conditions, easements, assignments
and restrictions, except for general rea! estate taxes not yet due
and payable and the exceptions permitted by SUo
No Water RifPlts. There are no water rights as part of this(iii)
(iv)
agreement.
Title Documents. Such other documents, including~ without
limitation., lien waivers, indemnity bonds, indemnification agreements, and certificates of
good standing as may be required (and reasonably approved by HVR) as a condition to its
insuring SO's good and marketable title to the Land free of any exceptions other than the
exceptions pennitted by SU, if title insurance is acquired.
(v)Authoritv.Appropriate evidence as to authority of HVR to convey
the Land to SUo
(vi)Assi~ent of Leases. To the extent held by HVR, all original
leases of) and licenses with respect to all or any portion of the Assets or the Property then
in effC'-1 and an assignment of same in form and content satisfactory to SU) and a notice
to each of the lessees and licensees having rights thereunder to the effect that the
Property has been transferred to SU and directing such lessees and licensees thereafter to
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remit all rent, license fees and other payments required to be made thereunder directly to
SUO
(vii) Assignment of A2reements with Customers of Water &vstem amt
Service Con
~.
An original agreements with respect to service provided by the Water
System, including any set forth in Exhibit A hereto, and an assignment of same in form
and content satisfactory to SU, and a notice to each of the customers having rights
thereunder to the effect that the service agreements are being transferred to SU and
directing such customers thereafter to remit all payments directly to SUO
(viii)Notice to Idaho Public Utilities Commission (ltrpUC") of
Transfer.To the extent required, HVR shall notify the IPUC of the conveyance of the
Water System.
(ix)WarrantY Bill of Sale. AU Assets shall be conveyed to SU by
Warranty (as to title) Bill of Sale. Assignment of Warranties, Guaranties and Intanbribles
in form and content satisfactory to SU and HVR which shall state that good and
marketable title to such property is transferred free and clear of all liens and
encwnbrances.
(x)Surveys. Such sUtVeys, site plans, maps and plans and
specifications relating to the Property as are in the possession or control of HVR. Water
meters, valves and blowoffs will be shown on such documents.
(xi)Notice to pe1J8ttmcnt Q~ Transfer.HVR shall notify the
Panhandle Health District and IDEQ of the conveyance of the Water System.
(xii)VCC Filings Cenificate.Any UCC filing certificates necessary to
effect the transfer.
(c)Payment of Costs. At Closing, HVR and SU shaH pay their own
respective costs. incurred with respect to the consummation of the transfer of the Assets and
Property. Any transfer tax on personal or real property incident to the conveyance ortitle to the
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Property to SU shall be paid by HVR. HVR shall pay the recording fees and any other fees
required to effectuate the transfer of the Water System to SUo
(d)Prior to Closini.HVR shall agree to provide operator training to Su.
ATTORNEYS' FEES.
If either SU or HVR brings suit to enforce the provisions of this Agreement, the
prevailing party shall be entitled to an award of its reasonable attorneys' fees and costs in
connection with such lawsuit in an amount which the coun deems just.
SECTION10. COMPLETE AGREEMENT.
This Agreemen~ along with the attachments hereto and the Letter. constitutes the entire
understanding and agreement of the parties with respect to it~ subject matter and any and all
prior agreements. understandings or representations with respect to its subject matter are hereby
canceled in their entirety and are of no further force or effect.
CONTRACT MODIFICATIONS.
No amendment. change or modification of this Agreement shall be valid. unless in
writing and signed by all of the parties hereto.
SECTION 12.NOTICES.
Any notice required to be served in accordance with the tenns of this Agreement shall be
sent by registered mail, return receipt requested, addressed to the panies as follows;
To SO:Dean Allam
Managing Member
CDS Stoneridge Utilities, LLC
60 East 3rd Avenue
Suite 112
San Mateo, CA 94401
To the HVR:Happy Valley Ranchos Water, Inc.
Attn: Steve Hites. President
PO Box 370
Blanchard, ID 83804
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SECTION 13.CASUAL TV.
If any fire, windstorm or casualty occurs and materially affects all or any portion of the
Assets or Property on or after the date of this Agreement and prior to the Closing, SU may elect
by \Witten notice to HVR, to terminate this Agreement and be relieved of any obligation to
accept the Water System. IfSU makes such election, neither SU nor HVR has any further
liability to the other and shall be relieved ofaJl obligations hereunder.
SECTION 14.EVENT OF DEFAULT.
In the event of a default under this Agreement by HVR (including a breach of any
representation, warranty or covenant set forth herein), SU shall be entitled to seek specific
perfonnance ofHVR's obligations hereunder and/or monetary damages against HVR In the
event of a default under this Agreement by SU (including a breach of any representation
warranty or covenant set forth herein) HVR shall be entitled to seek specific performance of
SU's obligations hereunder and/or monetary damages against SUo The parties acknowledge that
SU shall have no obligation to assume ownership of or responsibility for the operation of the
Water System until contingencies set forth herein are met to the satisfaction of Su.
SECTION 1S.APPLICABLE LAW.
This Agreement shall be governed by the laws of the State of Idaho.
RELA TIONSBJP OF P ARTlES.
Nothing contained in this Agreement shall be deemed or construed by the partjes hereto
or by any third person to create the relationship of principal and agent or partnership or joint
venture or of any association between any of the patties hereto other than independent
contracting parties.
SECTION 11.DOCUMENTS.
Each party to this Agreement shall perform any and all acts and execute and deliver any
and all documents as may be necessary and proJ)Cr under the circwnstances in order to
accomplish the intents and purposes of this Agreement and to cany out its provisions. The
closing statement will be derived from this agreement.
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SECTION 18.VALIDITY.
In case any tenn of this Agreement shall be invalid, illegal, or unenforceable, in whole or
in part, the validity of any of the other terms of thi s Agreement shall not in any way be affected
thereby.
COUNTERPARTS.
This Agreement may be signed in counterparts, anyone of which shall be deemed to be
an original.
INDEPENDENT COUNSEL.
The parties hereto acknowledge and agree that they have each been represented in the
negotiations and preparation of this AgTeement by independent. counsel of their choice, or have
been advised to seek independent counsel to represent their individual interests and that they
have read this Agreement, have had its contents fully explained to them by such counsel, ifany,
and are fully aware of the contents hereof and of its legal effect.
fJNA VOIDABLE CIRCUMSTANCES.
Neither party hereto shall be deemed to be in breach or in violation of this Agreement if
either is prevented from performing any of its obligations hereunder for any reason beyond its
reasonable control including and without limitation acts of God, riots, strikes, fires, storms.
public disturbances, or any regulation of any federal, state or local government or any agency
thereof
SECTION 22.EXHIBITS.
All exhibits attached hereto are incorporated by reference.
HEADINGS.
The captions and paragraph headings used in this Agreement are inserted for
convenience otreference only and are not intended to define. limit or affect the interpretation or
construction of any term or provision hereof
IN WITNESS WHEREOF, the panies hereto have executed this Agreement on the day
and year first above written.
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TRANSFEREE:
\S'tONERIDGE UTILITIES, u.c
aJJ
Its MANAGING MEMBER
~..,.........
HVR:
HAPPy VALLEY RANCHOS, INC.
~3
t;,:;;,.
Its PRESIDENT or VICE PRESIDENT
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MAY - 8 - 03 13: 1 0 PME 16/18
IN1M1 1
SENT 8Y: ;
STATEOF
County of
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801 ~S45960;MAY-O3 13:10;PME 17/1S
) ss.
I certifY that I .know or have satisfactory evidence that DEAN ALLARA is the person
who appeared before me. and said person acknowledged that he signed this instrument, 0.0 oath
stated that he was authorized to execute the instrument and acknowledged it as the Managing
Member of CDS Stoneridge Utilities, LLC to be the tree and vo1untary act of such party for the
uses and purposes mentioned in the instrument
'*'
Dated thiS ~day
STATE OF IDAHO
Q)unty of -k oo""tZ:~
NotaIy
residing at
1&"'1 a(!.
(Printed Name)
My commission expires: /r IJ /0
) SS.
I certify that I know or have satisfactory evidence that STEVE InTES is the person who
appeared before me, and said person acknowledged that he signed this instrument, on oath stated
that he was authorized to execute the instrument and acknowledged it as the President of Happy
Vaney Ranchos Water, Inc. to be the free and voluntary act of such party for the uses and
purposes mentioned in the instrument.
Dated this 3.fr.~l day of ' 2003.
. resUling
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(pnn1ed ~1' . M~ COMMISSION EXPiRES
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commission expires:
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SENT 8Y: 801 ~845960;MAY - 8 - 03 13: 11 ;~..
IST OF EXumJ.
. * Exhibit A:l~clsonRI Pwl'Clly and Asscls
***
E:'(hihil B:Lcg:lI Uescriplion or Lnlld
. .
* Exhibit A:
Parts List froM Happy Valley Ranchos Water
Map - Happy Valley Ranchos Water System 1, 2, and 3 General Layout
***
F;xhibi t B:
Easement II 578523 LTNnSTROM
Easement ff 582870 Harris
Easement ff 578522 Gust.
Happy Valley Ranchos - Unit 2 , Pages 1 and 2
PAQE 18/18