200408311st Response of United Water to Staff.pdf

ORIGINAL r:;:E C::EIVED C:J
Dean J. Miller (ISB No. 1968)
McDevitt & Miller LLP
420 West Bannock Street
O. Box 2564-8370 l
Boise, Idaho 83702
Tel: [phone];
Fax: [phone]
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
IN THE MATTER OF THE APPLICATION
OF UNITED WATER IDAHO INC., FOR AN
AMEND MENT TO ITS CER TIFI CA TE OF
PUBLIC CONVENIENCE AND NECESSITY
NO. 142 AND FOR AN ACCOUNTING
ORDER.
Case No. UWI-O4-
UNITED WATER IDAHO INC.
RESPONSE TO STAFF'S FIRST
PRODUCTION REQUEST
COMES NOW United Water Idaho Inc.
, ("
United"
, "
the Company ) and responds to the
First Production Request of the Commission Staff.
Each Response was prepared by the person identified herein as the witness to answer
questions at hearing and any documents associated with an answer are in the possession of that
person.
Dated this day of August, 2004.
McDEVITT & MILLER LLP
Dean 11 er
Attorneys for United Water Idaho Inc.
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-l
Request No.
Please indicate the relationship between United Water Idaho Inc. and United Waterworks Inc.
affiliates, did the two entities share any directors and/or officers at the time of the Carriage Hill
Design-Build Promissory Note execution? If so, please identify.
Response:
United Water Idaho is a wholly owned subsidiary of United Waterworks (UWW).
1998, at the time of the execution of the execution of the Design-Build Promissory Note, they
shared no directors. During 1998, United Water Idaho had five officers. Its President (and
General Manager) was also a Vice President ofUWW, its Secretary was also Assistant Secretary
ofUWW, and its Treasurer was also Vice President-Finance and Controller ofUWW.
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-2
Request No.
Please provide copies of any and all written and electronic documentation, correspondence and
memos not otherwise provided as part of the Application:
A. Between Carriage Hill and United Waterworks;
B. Between Carriage Hill and United Water Idaho;
C. Between United Water Idaho and United Waterworks, and
D. Between United Water Idaho and its corporate parent
Regarding (1) the Application s Exhibit A Design-Build Promissory Note; (2) the proposed
Purchase Agreement between United Water Idaho and the City ofNampa (Application Exhibit
C), and (3) the proposed payment of$350 000 in sale proceeds to United Waterworks Inc.
Response:
After a thorough search of the company s records we have discovered the following:
A. Between Carriage Hill and United Waterworks - See attached documents marked
Production Request No. 2A"
B. Between Carriage Hill and United Water Idaho - See attached documents marked
Production Request No. 2B"
C. Between United Water Idaho and United Waterworks, and
D. Between United Water Idaho and its corporate parent
a. As noted in answer to Production Request No., United Water Idaho is a wholly
owned subsidiary of United Waterworks; therefore the answers to Production
Request No.2 C & D are the same. Also United Waterworks does not have any
employees; therefore the answers to this portion of the Production Request will
reflect those documents, etc. between United Water Idaho and its corporate office
M&S employees.
b. See attached documents marked "Production Request No. 2C&D"
In addition, it should be noted that the Application proposes payment of $339 000 in sales
proceeds to United Waterworks, not $350 000 as reflected in Production Request No.
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-
Request No.
Application Exhibit A Design-Build Promissory Note states in paragraph 5 that "holder may
foreclose all liens securing payment hereof.
A. Please indicate what liens, if any, or other forms of security, both recorded and
unrecorded, exist to secure payment of the Design-Build Promissory Note.
B. Please indicate whether Carriage Hill is now or was ever late in payment or in
default under the Design-Build Promissory Note. If so, please provide detail and indicate what
enforcement efforts were undertaken and/or waived by Water Works. Please provide copies of
all related correspondence, memos, email, etc. both (1) between Carriage Hill and United Water
Works; (2) between United Water Idaho Inc. and United Water Works; and (3) United Water
Idaho Inc. and its corporate parent.
Response A:
A "Joint and Several Individuals' Guaranty " was executed December 7 1998 by the
members of Carriage Hill, L.C. in favor of United Waterworks Inc. as a means of providing
security for the loan. A copy of this document is provided in response to Production Request
No.2A.
Response B:
Carriage Hill is now in default under the terms of the Design"-Build Promissory Note. No
principal has been paid since January 2002 and accrued interest has only been paid up through
August 5 2002. The principal balance now stands at $262 345.60. As indicated in the response
to Production Request No., the first technical default occurred in November 2000. A Principal
& Interest payment due November 5 , 2000 was not received until January 12 2001. United
Waterworks chose not to impose the 3 % late charge provision and did not declare default of the
loan. During the initial two years of the loan repayment period, United Waterworks
representatives were in touch via telephone with local United Water Idaho personnel, primarily
Jeremiah Healy, with inquiries regarding the late payments and discussions of available recourse.
Jeremiah Healy was in touch with Carriage Hill partner Sandi Johnson and an administrative
assistant, normally via telephone, with inquiries regarding the status of late payments. United
Waterworks has not yet formally declared the unpaid principal and accrued interest on this note
due and payable.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-4
Request No.
Please indicate whether pursuant to the Company s rules and regulations governing non-
contiguous expansion (Rule 78-84) and pursuant to Rule 74-77 of the Company s rules relating
to water main extensions (special facilities), Carriage Hill contributed all water supply facilities
including well, to trnited Water Idaho Inc. Please indicate whether the facilities acquired by
United Water from Carriage Hill are unencumbered by any liens or claims. Please provide
copies of any studies regarding the appraised value of the distribution system, well, and any and
all other physical plant used by United Water for service to Carriage Hill.
Response:
The Carriage Hill source of supply water system, consisting of land & improvements
well house structure, well & pumping equipment & communications (SCADA) equipment, were
recorded as advanced property subject to refund on United Water Idaho s books on journal entry
31 in December 1999. The total plant and associated advance were recorded at original cost of
$354 905.74. At the same time and on the same entry, Phase 1 of the Carriage Hill distribution
system consisting of water mains, services, hydrants and legal cost were recorded as CIAC at an
original cost of$127 010.79. In December 2003 on journal entry 23 , the second phase of the
Carriage Hill distribution system was recorded on the books of United Water Idaho as CIAC at
an original cost of $50 428.00.
The legal conveyance of all facilities was accomplished via bills of sale, executed by
Carriage Hill, L.C. in favor of United Water Idaho, in which Carriage Hill sold, assigned
transferred and set over to United Water Idaho all the property. Carriage Hill represented and
warranted in these transactions that they were the absolute owner of the property and that the
property was free and clear of all liens, charges and encumbrances, etc. United Water Idaho
received a Warranty Deed with respect to Lot 14, Block 1 of Carriage Hill Sub No. 1. Thus
United Water Idaho believes the property to be entirely unencumbered by any liens of claims.
United Water Idaho did not conduct an appraisal of the system.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-
Request No.
A. Please indicate whether any system related Company and/or developer contributed water
treatment or chlorination equipment was installed for water service to Carriage Hill. If so, please
provide detail.
B. Please indicate whether any other Company and/or developer contributed investment was
made for the providing of water service to Carriage Hill. If so, please provide detail.
Response:
A. United Water Idaho did install a liquid chlorine feed system consisting of a tank
pump and tubing. The equipment utilized was taken from existing United Water Idaho stock
already included in rate base. This stock consisted primarily of used equipment that had been
taken out of service at one location, but still had useful life and was reasonably expected to be
put back into active service at another location. United Water Idaho did not charge the developer
for the cost of the equipment, estimated to be $1 700. This situation can be rectified at the
closing of the sales transaction. United Water will retire the chlorination equipment investment
and the sale proceeds will be reallocated to ensure United Water Idaho recoups book value.
United Water Idaho supplied meters to serve the customers of Carriage Hill.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-6
Request No.
Please provide revenues, expenses (depreciation & amortization expense, salaries, taxes
etc.) and rate base associated with this subdivision in a rate case format. Please provide
workpapers and documents supporting these calculations.
Response:
Please see the response to Production Request Number 7.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-7
Request No.
Please calculate the revenue requirement associated with the components of this sale as
identified in Production Request Number 6. Please provide workpapers and documents
supporting these calculations.
Response:
Rate Base:
Gross Advanced Plant in Service
Gross Contributed Plant in Service
Mett:rs in Service
$354 905.
$177 438.
$ 3 000.
Gross Plant in Service $535,344.
Less:
Accumulated Depreciation on Refunded Property
Accumulated Depreciation on Meters
Advance Balance assuming all Refunds Paid
CIAC net
$ 2 103.
231.00
$330 905.
$177,438.
Net Rate Base $ 24,665.
Authorized Rate of Return Case UWI-00-
Return Required
843%
$ 2,181.13
Estilnated Return Earned:
Annual Rev: 12 months adj actual as of July 2004 $ 6 000.
Operating Expenses:
Actual Power bill 12 months ended July 2004
Wages & Salaries (52 Wks/30 min per site visit)
$ 986.
$ 1 121.00
Customer Acctg Cost based on YE July 2004
Depreciation Expense on meters & refunds of advances
(assumes all 30 made)
Property Tax Est 600/0 RB X 1.70%
645.
725.
252.
Total Operating Expenses
Income Before Income Taxes
Debt ~ 56.93%
Interest Expense ~ 7.5 1 %
Taxable Income
Income Taxes
Income Available For Return
$ 3 729.18
$ 2 870.
$ 14 042.
$ 1 055.
$ 1 815.
$ 730.
$ 2 140.
Return on Rate Base 6800/0
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-8
Request No.
Please provide a listing of assets being transferred in this sale and the associated cost
accumulated depreciation and net book value. Please provide workpapers and documents
supporting these calculations.
Response:
Assets being transferred consist of the following:
Phase I Distribution System:Phase II Distribution System:
1839' - 8" PVC Water Main
1281' -12" PVC Water Main
29 - 1" Domestic Services
1 - 3" Irrigation Service
5 - 6" Fire Hydrants
2282' - 8" PVC Water Main
21 1" Services
1 - 6" Fire Hydrant
Source of Supply:Customer Meters:
16' by 32' Well House
18" Supply Well
Mechanical Piping
2 - Submersible Pumps
Communication, Control, Telemetry Equipment
Well Lot, Associated Landscaping and Irrigation System
3 0 customer meters
Gross Cost:
Original Cost of Plant in Service
Contributions in Aid of Construction
Advances For Construction
Refunds made 16/ actual; 14/ Pro Forma
Accumulated Depreciation on
property supported by advance refunds
and meters
$535 344.
($177 438.79)
($354 905.74)
$ 24 000.
($ 2 334.91)
Net Book Value $ 24,665.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-
Request No.
To the extent not previously provided, please provide a listing of the detail transactions in MJ
Cost #2537 and 2842 identified in the Company s Exhibit E. Please also provide justification for
the inclusion of them within this sale.
Response:
The correct MJ number is 2849; previous reference to #2842 was a clerical error.
MJ #2849 recorded $1 358.36 in cost incurred by United Water Idaho in the inspection of
Phase II of the Carriage Hill Subdivision. Company supplied labor was $843.61 plus $175 of
transportation overhead. Contract inspection cost totaled $315 and water quality testing to ensure
the system met regulation was $24.75. This cost is to be borne by the developer under United
Waters Idaho s non-contiguous rules and as such will be reimbursed from the proceeds of the
transaction to keep United Water Idaho customers whole.
MJ # 2537 recorded $4 038.25 in cost, virtually all of which was incurred by United
Water Idaho in connection with the procurement of and supplying fire hydrants to serve the
Carriage Hill systern. Again, these costs are to be advanced by the developer pursuant to United
Water Idaho s non-contiguous rules and as such will be reimbursed from the proceeds of the
sale.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-IO
Request No. 10:
To the extent not previously provided, please provide the detail of the "legal and IPUC filing
expenses" identified in the Company s Exhibit E. Please provide the justification for the
inclusion of them within this sale.
Response:
These expenses consist of $2 551.50 for legal representation provided by the law firm
Spink Butler Clapp in assisting with sale negotiations and contract development incurred
February through April 2004. Also, the total $5 500 includes an estimate of legal expense to be
provided by McDevitt & Miller in the amount of approximately $3 000 for proceedings before
the IPUC on this matter. The expenses are or will be recorded on the books of United Water
Idaho, in holding accounts, pending their reimbursement upon the closing of the sale. The legal
services were necessary to negotiate and close this sale transaction as well as procuring IPUC
approval and as such are legitimate costs to be reimbursed.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-II
Request No. 11:
Please describe and provide any agreement between United Water Idaho and United Water
Works, Inc. for the reimbursement of legal and administration fees associated with this sale.
no such agreement exists, please explain why.
Response:
There is no written agreement between United Water Idaho and United Waterworks for
reimbursement of legal and administration fees associated with this sale. See Direct Testimony
of Greg Wyatt page 8 , for discussion of allocation of these costs.
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-12
Request No. 12:
Please provide a listing by lot number of refunds paid and those payable related to the Carriage
Hill subdivision.
Response:
Carriage Hills Refund History
Actual Refunds Paid to DateDate Lot # Block #1/25/00 24 1/25/00 28 1/25/00 33 1/25/00 38 1/25/00 40 6/8/00 7/26/00 29 9/5/00 35 9/5/00 41 5/9/01 15 5/29/01 21 6/21/01 30 9/4/01 13 9/27/01 31 9/27/01 34 1/3/02 17 1/3/02 19
House #
11380
11385
12375
12420
11275
12395
11375
12370
11270
12430
11350
11355
12460
11335
12350
12400
11320
Street
Shay Parkway
Shay Parkway
White Chapel
White Chapel
Shay Parkway
Landau Way
Shay Parkway
White Chapel
Shay Parkway
Landau Way
Shay Parkway
Shay Parkway
Landau Way
Shay Parkway
White Chapel
Landau Way
Shay Parkway
Amounts
800
800
800
800
800
800
800
800
800
800
800
800
800
800
800
800
800
$ 13,600
Meters Set But Refunds Not Released as of August 23, 200464 12340 Landau Way12425 Landau Way12445 Landau Way10 12475 Landau Way22 11360 Shay Parkway23 11370 Shay Parkway27 11395 Shay Parkway26 11400 Shay Parkway58 12318 White Chapel59 12324 White Chapel62 12331 White Chapel60 12332 White Chapel61 12343 White Chapel
800
800
800
800
800
800
800
800
800
800
800
800
800
$ 10,400
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-
Request No. 13:
Please provide a listing of the number of customers being transferred in this sale and the
associated revenues collected in each of the last three years (2001 , 2002 and 2003) and year-to-
date 2004. Please provide workpapers and documents supporting these calculations.
Response:
In 2001: 15 customers produced billed revenue of $2 339.45
In 2002: 17 customers produced billed revenue of $3702.
In 2003: 28 customers produced billed revenue of $4 926.
In 2004: year-to-date through July 2004, 30 ( 4 of 6 annual readings) customers
produced billed revenue of $3 989.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-14
Request No. 14:
Please describe the reason for the refunds payable to Carriage Hill at closing identified in the
Company s Exhibit E.
Response:
See Direct Testimony of Greg Wyatt, pages 7-8 for discussion of refunds payable to
Carriage Hill.
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-I 5
Request No. 15:
Please identify the legal basis upon which United Water Idaho stopped making refund payments
to Carriage Hill, L.
Response:
See answer to Request No. 14
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-16
Request No. 16:
Please provide a schedule listing the payment date(s) and amount(s) of the advances for
construction identified in the Company s Exhibit E.
Response:
On December 29, 1999 Carriage Hill, L.C. and Carriage Hill Community Association
Inc transferred the source of supply property to United Water Idaho. The total advance for
construction was $354 905.74 including interest expense accrued during construction and the
parcel of land upon which the well facilities are situated.
United Waterworks, acting as the source of funds to Carriage Hill, directly transferred funds via
wire transfer to Carriage Hill to fund the project. United Water Idaho engineering personnel
approved each "draw" before it was released. United Water Idaho received cost substantiation
and legal documentation transferring the ownership of the assets to United Water Idaho at the
completion of the project.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-I 7
Request No. 17:
Please provide a schedule listing the payment date(s) and amount(s) of the contributions in aid of
construction identified in the Company s Exhibit E.
Response:
On December 29, 1999 and again on December 18, 2003, Carriage Hill, L.C. and
Carriage Hill Comrnunity Association, Inc transferred Phase 1 and 2 distribution property to
United Water Idaho at an aggregate value of$177,438.79 through bills of sale. No cash funds
were transferred between United Water Idaho or United Waterworks and Carriage Hill with
respect to CIAC distribution plant.
Witness to answer questions at hearing: Jeremiah Healy
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-I 8
Request No. 18:
Please provide an inception to date schedule of United Waterworks Inc. loan with Carriage Hill
C. Please include within this schedule the payments made (date and amount), how those
payments were applied to the loan principal and interest and the balance of the loan.
Response:
Financing cash flow from United Waterworks to Developers:
$65 000
$39 000
$15 000
$72 000
$45 000
$58.000
$294.000 + $11227.83 (IDC)---1S305227.
~ May 7 1999:
July 7, 1999:
July 21 , 1999:
August 27, 1999
October 19 1999
December 13, 1999
Total Funding Provided
Payments from Carriage Hill to United Waterworks:
Date Paid Date Due Principal Interest
January 10 2000 Feb 5 $4 985.18 $6 295.
~ May 12 2000 May 5 $5 088.00 $6 192.
August 15 2000 Aug 5 $5 192.94 $6 087.
January 12, 2001 Nov 5 $5 300.04 $5 980.46
February 21 2001 Feb 5 $5 409.35 $5 871.15
~ May 21 2001 May 5 $5 520.92 $5 759.
October 1 2001 Aug 5 $5 634.79 $5 645.
January 21 2002 Nov 5 $5 751.01 $5 529.49
August 5 2002 $16 232.
Totals $42 882.23 $63 594.41
Loan Principal Balance $262 345.
Witness to answer questions at hearing: Jeremiah Healy
Total
$11 280.
$11 280.
$11 280.
$11 280.
$11 280.
$11 280.
$11 280.
$11 280.
$16 232.
$106 476.
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-19
Request No. 19:
Please allocate the $375 000 system purchase price between payment of principal, interest, and
premium. Please separately identify the amounts paid to United Water Works, Inc. and the
Company.
Response:
See Direct Testimony of Greg Wyatt, page 8.
Witness to answer questions at hearing: Gregory Wyatt
UNITED WATER IDAHO INC.'S RESPONSE TO STAFF S FIRST PRODUCTION REQUEST-20
Production Request No.
I "I-" I
" \, '. .
JOINT AND SEVERAL INDIVIDUALS' GUARANTY
This JOINT AND SEVERAL INDIVIDUALS' GUARANTY (this "Guaranty ) dated December 7,
1998, by the undersigned , Edward Derwyn Shank, Grace E. Shank, Sandra J. Johnson , William D. Tate,
and Larry D. Knapp, whose address is 2800 E. Boise Avenue, Boise, Idaho 83706 (collectively and
individually, "Guarantor ), jointly and severally, to United Waterworks Inc., a Delaware corporation ("United
Water ), whose address is 2000 First State Boulevard, Wilmington, Delaware 19804, has reference to the
following facts and circumstances:
RECITALS:
Edward Derwyn Shank, Grace E. Shank, Sandra J. Johnson, William D. Tate, and Larry D. Knapp
are members of and are financially interested in Carriage Hill, LLC., an Idaho limited liability
company ("Borrower
Under the terms of that certain Water Agreement (the "Agreement"), dated December 7, 1998
United Water will provide Borrower with a loan (the "Loan ) in the amount of THREE HUNDRED
FIFTY THOUSAND DOLLARS ($350,000.00).
United Water is unwilling to make the Loan unless Guarantor guarantees the payment of loan
principal and interest and all other amounts due or accruing hereafter, as provided for in the
Agreement, and guarantees the performance and observance by Borrower of all of the terms,
covenants and conditions on its part to be performed and observed pursuant to the provisions of
the Agreement and any documents in connection with the Loan.
Guarantor desires to give this Guaranty to United Water to induce United Water to make the Loan.
By reason of the foregoing, it will be to Guarantor s direct interest and financial advantage to
enable Borrower to obtain the Loan from United Water.
NOW, THEREFORE, in consideration of the foregoing recitals, which are hereby incorporated
below and made a part hereof, and for the purpose of inducing United Water to disburse the proceeds of
the Loan to or at the direction of Borrower, Guarantor hereby agrees as follows:1. Guarantor, jointly and severally, unconditionally, irrevocably and absolutely guarantees
the due and punctual payment of all principal of the Loan, all interest now accrued and hereafter accruing
thereon and all other monies now accrued and hereafter accruing thereon , and the due and punctual
performance and observance by Borrower of every other term , covenant and condition of the Agreement
and any documents in connection with the Loan, whether according to the present terms thereof or at any
earlier or accelerated date or dates, as provided therein, or pursuant to any extension or extensions of
time or to any change or changes in any of the terms, covenants or conditions thereof, now or at any time
hereafter made or granted. This Guaranty shall remain in full force and effect notwithstanding, without
limitation , the death , incompetency or bankruptcy, dissolution or termination of the existence of Borrower
or any of the parties constituting Guarantor.2. Guarantor hereby waives diligence , presentment, protest, notice of dishonor, demand for
payment, extension of time of payment, notice of acceptance of this Guaranty, nonpayment at maturity
and indulgences and notices of every kind, and consents to: (i) any and all forbearances and extensions of
the time of payment under the Agreement; or (ii) any and all changes in the terms, covenants or conditions
of the Agreement or of any other document evidencing or securing repayment of the Loan hereafter made
or granted. It is the intention of this Guaranty that Guarantor shall remain liable as a principal until the
unpaid principal amount of the Loan , with interest thereon , if any, and all other sums due or to become
due thereon shall have been fully paid to United Water, and all terms, covenants and conditions thereof
shall have been fully performed and observed by Borrower, notwithstanding any act, omission or thing
which might otherwise operate as a legal or equitable discharge of Guarantor.
JOINT AND SEVERAL INDIVIDUAL'S GUARANTY - 1
F :\APPS\ WPDOCS\ T _Z\UWI\NONCONT .SYS\CARRIAGE.H I l \GUARANTY
L i"
. .
3. This Guaranty may be enforced by United Water without first resorting to or exhausting
any Loan security or collateral , if any, or without first having recourse to the Agreement; provided,
however, that nothing herein contained shall preclude United Water from suing on the Agreement or from
exercising any other rights, remedies or power under any document at any time securing the Loan, and if
such foreclosure or other rights, powers or remedies are availed of, only the net proceeds therefrom, after
deduction of all charges and expenses of every kind and nature whatsoever, shall be applied in reduction
of the amount due under the Agreement; and United Water shall not be required to institute or prosecute
proceedings to recover any deficiency as a condition of any payment hereunder or enforcement hereof.
Guarantor s liabilities hereunder shall in no way be impaired, affected, reduced or released by reason of
United Water s failure or delay to do or take any of the actions or things described in this Guaranty.
Guarantor agrees that Guarantor is directly and primarily liable, jointly and severally with Borrower, for
Borrower s liabilities under the Agreement or any documents in connection with the Loan.4. This Guaranty shall be a continuing guaranty, and shall not be discharged, impaired or
affected by: (i) the existence or continuance of any obligation on the part of Borrower on or with respect to
the Agreement or any document in connection with the Loan; (ii) the release or agreement not to sue
without reservation of rights of anyone liable in any way for repayment of the Loan; (Hi) the power or
authority or lack of power or authority of Borrower to execute, acknowledge or deliver the Agreement or
any document in connection with the Loan; (iv) the validity or invalidity of the Agreement or any document
in connection with the Loan; (v) any defenses whatsoever that Borrower mayor might have to the
performance or observance of any term, covenant or condition contained in the Agreement or any
document in connection with the Loan; (vi) the existence or non-existence of Borrower as a legal entity;
(vii) any limitation or exculpation of liability of Borrower that may be expressed in the Agreement or any
document in connection with the Loan; (viii) the acceptance by United Water of part of the indebtedness
evidenced by the Agreement; or (ix) any right or claim whatsoever which Guarantor may have against
Borrower or United Water or the successors or assigns of any of them; or (x) any defense (other than the
payment in full of the indebtedness hereby guaranteed in accordance with the terms hereof) that'
Guarantor mayor might have as to their undertakings, liabilities and obligations hereunder, each and
every such defense being hereby waived by Guarantor.5. This Guaranty shall continue in full force and effect notwithstanding the institution by or
against Borrower of bankruptcy, reorganization, readjustment, receivership or insolvency proceedings of
any nature, or the disaffirmance of the Agreement or any documents in connection with the Loan in any
such proceedings, or otherwise. In the event any payment by or on behalf of Borrower to United Water
held to constitute a preference Linder the bankruptcy laws, or if for any other reason United Water is
required to refund such payment or pay the amount thereof to any other party, such payment by or on
behalf of Borrower to United Water shall not constitute a release of Guarantor from any liability hereunder
and such payment shall, for purposes of this Guaranty, be deemed to have continued in existence to the
full extent that such payment is or must be rescinded or returned, notwithstanding application by United
Water to the indebtedness evidenced by the Agreement or any document in connection with the Loan, and
this Guaranty shall continue to be effective or reinstated, as the case may be, as to such payments, all as
though such application by United Water had not been made, and Guarantor agrees to pay such amount
to United Water upon demand.6. No delay on the part of United Water and the exercise of any right or remedy shall
operate as a waiver thereof, and no single or partial exercise by United Water of any right orremedy shall
preclude other or further exercise thereof or the exercise of any other right or remedy, nor shall any
modification or waiver of any of the provisions of this Guaranty be binding upon United Water except as
expressly set forth in a writing duly signed and delivered on behalf of United Water. No action of United
Water permitted hereunder shall in any way affect or impair the rights of United Water or the obligations of
Guarantor under this Guaranty.
Guarantor hereby covenants, represents and warrants to United Water that:
(a)The statements contained in the recitals to this Guaranty are true and correct.
JOINT AND SEVERAL INDIVIDUAL'S GUARANTY - 2
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(b) Edward Derwyn Shank, Grace E. Shank, Sandra J. Johnson, William D. Tate, and Larry
D. Knapp each is a resident of the State of Idaho.
(c) Each Guarantor has the right, power and capacity and is duly authorized and empowered
to enter into, execute, deliver and perform this Guaranty.
(d) This Guaranty, when duly executed and delivered, will constitute a legal, valid and binding
obligation of each Guarantor, enforceable against each Guarantor in accordance with its terms.
(e) The execution, delivery and/or performance by each Guarantor of this Guaranty shall not,
by the lapse of time, the giving of notice or otherwise, constitute a violation of any applicable law
or contained in any agreement, instrument or document to which Guarantor is now or hereafter a
party or by which he is or may become bound.
(f) Each Guarantor is now and at all times hereafter, shall be solvent and generally able to
pay his debts as such debts become due and each Guarantor now owns and shall at all times
hereafter own property which , at a fair valuation, exceeds the sum of Guarantor s debts.
(g)
Each Guarantor now has and shall have at all times hereafter capital sufficient to carry on
his business and transactions and all businesses and transactions in which each Guarantor is, or
is about to, engage.
(h) Guarantor does not intend to incur or believe that Guarantor will incur debts beyond
Guarantor s ability to pay'as such debts mature.
(i) There are no actions or proceedings which are pending or threatened against any
Guarantor which might result in any material and adverse change in such Guarantor s financial
condition or materially affect such Guarantor s ability to perform such Guarantor s liabilities
hereunder.
G) Each Guarantor has reviewed independently all agreements , instruments and documents
executed by Borrower, and each Guarantor has made an independent determination as to the
validity and enforceability thereof upon the advice of Guarantor s own counsel, and in executing
and delivering the Guaranty to United Water, such Guarantor is not in any manner relying on
United Water as to the validity and/or enforceability of the Agreement.
(k) All indebtedness, liability or liabilities now and at any time or times hereafter owing by
Borrower to Guarantor are hereby subordinated to Borrower s liabilities under the Agreement or
any documents in connection with the Loan. Nothing in this Guaranty shall be construed as
United Water s authorization of or consent to the creation or existence of any such indebtedness
of Borrower to Guarantor.
(I) All security interests, liens and encumbrances which Guarantor now has and from time to
time hereafter may have upon any of eorrower s assets are hereby subordinated to all security
interests, liens and encumbrances which United Water now has and from time to time hereafter
may have thereon.
Guarantor hereby waives:
(a) All defenses, counterclaims and offsets of any kind or nature, in connection with the
validity and/or enforceability of this Guaranty, arising directly or indirectly from the perfection
sufficiency, validity and/or enforceability of any security interest granted, or any agreement
instrument or document executed and delivered, by Borrower to United Water, or acquired by
United Water from Borrower.
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(b) Any and all right to assert against United Water any claim or defense based upon any
election of remedies by United Water, which, in any manner impairs, affects, reduces, releases or
extinguishes Guarantor s subrogation rights or Guarantor s right to proceed against Borrower for
reimbursement, or any other rights of Guarantor against Borrower, or against any other person or
security, including, without limitation , any defense based upon an election of remedies by United
Water under any provision or law or regulation of any state, governmental entity or country.
(c) Any right to assert against United Water as a defense, counterclaim, setoff or crossclaim
to the payment or performance of Guarantor s liabilities hereunder, any defense (legal or
equitable), setoff, counterclaim or claim which Guarantor may now or at any time or times
hereafter have against Borrower or any other party liable to United Water in any way or manner.
(d) Notice of the following events or occurrences and agrees that United Water may do any
or all of the following in such manner, upon such terms and at such times as United Water in its
sole and absolute discretion deems advisable without in any way impairing, affecting, reducing or
releasing Guarantor from Guarantor s liabilities hereunder: (i) United Water s acceptance of this
Guaranty; (ii) United Water heretofore, now or from time to time hereafter loaning monies or giving
or extending credit to or for the benefit of Borrower, whether pursuant to the Agreement or any
document in connection with the. Loan or any amendments, modifications or additions .thereto or
alternations or substitutions made heretofore, now or at any time or times hereafter; (m) Borrower
heretofore, now or at any time or times hereafter granting to United Water security interests, liens
or encumbrances in any of Borrower s assets or United Water heretofore, now or from time ,to time
hereafter obtaining, substituting for, releasing, waiving or modifying any such security interests,
liens or encumbrances; (iv) United Water heretofore, now or at any time or times hereafter
obtaining, releasing, waiving or modifying one or more of Guarantor s or any other party
guaranty of Borrower s liabilities under the Agreement or any documents in connection with the
Loan or any security interest, lien or encumbrance in any other party s assets given to United
Water to secure such party s guaranty of Borrower s liabilities under the Agreement or any
documents in connection with the Loan; (v) United Water heretofore, now or at any time or times
hereafter obtaining, amending, substituting for, releasing, waiving or modifying any of the under
the Agreement or any documents in connection with the Loan; (vi) presentment, demand, notices
of default, nonpayment, partial payment and protest, and all other notices or formalities to which
Guarantor may be entitled; (vii) United Water heretofore, now or at any time or times hereafter
granting to Borrower (and any other party liable to United Water on account of Borrower
liabilities under the Agreement or any documents in connection with the Loan) of any indulgences
or extensions of time of payment of Borrower s liabilities under the Agreement or any documents
in connection with the Loan; and (viii) United Water s heretofore, now or at any time or times
hereafter accepting from Borrower or any other party any partial payment or payments on account
of Borrower s liabilities under the Agreement or any documents in connection with the Loan or
any collateral securing the payment thereof or United Water s settling, subordinating,
compromising, discharging or releasing the same.9. The occurrence of any one of the following events shall, at the election of United Water
be deemed a default by Guarantor ("Event of Default") under this Guaranty: (a) if Guarantor fails or
neglects to perform, keep or observe any term, provision, condition, covenant, warranty or representation
contained in this Guaranty, which is required to be performed, kept or observed by Guarantor; (b)
occurrence of a default or Event of Default under any other agreement, instrument or document
heretofore, now or at any time hereafter delivered by Guarantor to United Water; (c) if Guarantor fails to
pay any of Guarantor s liabilities hereunder when the same are due and payable or declared due and
payable; (d) if any of Guarantor s assets are seized , attached, subjected to a writ or distress warrant, or
are levied upon, or come within the possession of any receiver, trustee, custodian or assignee for the
benefit of creditors and the same is not terminated or dismissed within twenty days thereafter; (e) if a
petition under Bankruptcy Reform Act of 1994, as amended, or any similar law or regulation shall be filed
by Guarantor, or if Guarantor shall make an assignment for the benefit of creditors , or if any case or
proceeding is filed by Guarantor for its dissolution or liquidation; (f) if Guarantor is enjoined, restrained or
in any way prevented by court order from conducting all or any material part of Guarantor s business
JOINT AND SEVERAL INDIVIDUAL'S GUARANTY - 4
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affairs or if a petition under any section or chapter of Bankruptcy Reform Act of 1994, as amended, or any
similar law or regulation is filed against Guarantor or if any case or proceeding is filed against Guarantor
for Guarantor s dissolution or liquidation and such injunction, restraint or petition is not dismissed or stayed
within thirty days after the entry or filing thereof; (g) the death or incompetency of Guarantor, or the
appointment of a conservator for all or any portion of Guarantor s assets or collateral, if any, in connection
with the Loan; (h) if an application is made by any Guarantor for the appointment of a receiver, trustee or
custodian for any of such Guarantor s assets; (i) if an application is made by any person other than a
Guarantor for the appointment of a receiver, trustee, custodian or conservator for any of a Guarantor
assets and the same is not dismissed within thirty days after the application therefor; G) if a notice of lien
levy or assessment is filed of record with respect to all or any of Guarantor s assets by the United States
or any department, agency or instrumentality thereof or by any state, county, municipal or other
governmental agency, or if any taxes or debts owing at any time or times hereafter to anyone of them
becomes a lien or encumbrance upon any of Guarantor s assets and the same is not released within thirty
days after the same becomes a lien or encumbrance; (k) if Guarantor is in default in the payment of any
obligations or liabilities owed by Guarantor to any person (other than Guarantor s liabilities hereunder) and
such default is declared and is not cured within the time, if any, specified therefor in any agreement
governing the same; or (I) occurrence of an Event of Default under the Agreement or any documents in
connection with the Loan.
10. Upon the occurrence of an Event of Default, without notice thereof to Guarantor
Guarantor s liabilities hereunder shall be due and payable and enforceable against Guarantor, forthwith, at
United Water s principal place of business , whether or not Borrower s liabilities under the Agreement or
any documents in connection with the Loan are then due and payable and United Water may, in its sole
and absolute discretion, exercise any one or more of the following remedies which are cumulative and
non-exclusive: (a) proceed to suit against Guarantor (at United Water s election, one or more successive
or concurrent suits may be brought hereunder by United Water against Guarantor individually or
collectively, whether suit has been commenced against Borrower, and in any such suit Borrower may be
joined (but need not be joined) as a party with Guarantor); (b) reduce to cash or the like any of
Guarantor s assets of any kind or nature in the possession, control or custody of United Water, and
without notice to Guarantor, apply the same in reduction or payment of Guarantor s liabilities hereunder;
(c) exercise anyone or more of the rights and remedies accruing to a secured party under the Uniform
Commercial Code of the relevant jurisdiction and any other applicable law upon default by a debtor; and/or
(d) enter, with or without process of law and without breach of the peace, any premises where the books
and records of Guarantor related hereto are or may be located, and without charge or liability to United
Water therefor seize and remove the copies of Guarantor s books and records in any way relating hereto
from said premises and use the same (together with said books and records) for the purpose of collecting
- Guarantor hereby grants United Water a security interest in said books and records for the purpose
stated above. Guarantor recognizes that in the event Guarantor fails to perform, observe or discharge any
of its obligations or liabilities under this Guaranty, no remedy of law will provide adequate relief to United
Water, and agrees that United Water shall be entitled to temporary and permanent injunctive relief in any
such case without the necessity of proving actual damage.
11. Costs. Fees and Expenses. If at any time or times hereafter United Water: (a) employs
counsel for advice or other representation (i) with respect to this Guaranty, (ii) to represent United Water in
any litigation, contest, dispute, suit or proceeding or to commence, defend or intervene or to take any
other action in or with respect to any litigation, contest, dispute, suit or proceeding (whether instituted by
United Water, Guarantor or any other person) in any way or respect relating to this Guaranty or
Guarantor s affairs , and/or (iii) to enforce any rights of United Water against Guarantor or any other person
which may be obligated to United Water by virtue of this Guaranty, including, without limitation, any
account debtors; (b) takes any action to protect, collect, sell, liquidate or otherwise dispose of collateral, if
any, securing Guarantor s liabilities hereunder; and/or (c) attempts to or enforces United Water s security
interest in collateral, if any, or any of United Water s rights or remedies against Guarantor or Borrower, the
reasonable costs, fees and expenses incurred by United Water in any manner or way with respect to the
foregoing shall be part of Guarantor s liabilities hereunder, payable by Guarantor to United Water, on
demand. Without limiting the generality of the foregoing, such costs, fees and expenses include: (i)
attorneys' fees, costs and expenses; (ii) accountants' fees, costs and expenses; (iii) court costs and
JOINT AND SEVERAL INDIVIDUAL'S GUARANTY - 5
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expenses; (iv) court reporter fees, costs and expenses; (v) long distance telephone charges; (vi) facsimile
charges; (vii) expenses for travel, lodging and food, and (viii) costs and expenses incurred with respect to
exercise or enforcement of United Water s rights against any account debtor.
12. All notices, demands, requests, and other communications under this Guaranty shall be in
writing and shall be deemed properly served or delivered, if delivered by hand to the party to whose
attention it is directed, or when sent, two (2) days after deposit in the U.S. mail, postage prepaid, by
registered or certified mail, return receipt requested, or upon transmission when sent via facsimile, or one
(1) day after deposit with a nationally recognized air carrier providing next day delivery, addressed as
follows:
If to Edward Derwyn Shank:
Grace E. Shank
Sandra J. Johnson
William D. Tate
Larry D. Knapp
If to United Waterworks Inc.
2800 E. Boise Avenue,
Boise, Idaho 83706
[phone]
[phone] (facsimile)
200 Old Hook Road
Harrington Park, New Jersey 07640
Attn: President
[phone]
[phone] (facsimile)
or at such other address or to such other party which any party entitled to receive notice hereunder,
designates to the other in writing as provided above.
13.Miscellaneous.
(a) If any provision of this Guaranty or the application thereof to any party or circumstance is
held invalid or unenforceable, the remainder of this Guaranty and the application of such provision
to other parties or circumstances will not be affected thereby, the provisions of this Guaranty
being severable in any such instance.
(b)This Guaranty is subject to all applicable laws of the State of Idaho.
(c) This Guaranty may be executed in counterparts, each of which shall constitute an original
but all together shall constitute one and the same Guaranty.
(d)Time is of the essence of this Guaranty.
(e) This Guaranty may not be modified, amended, revised , revoked, terminated, changed or
varied in any way whatsoever except by the express terms of a writing signed by the party or
parties sought to be bound thereby.
(f) This Guaranty shall be construed in accordance with, and governed by, the internal lawsof the State of Idaho.
(g)
Wherever possible, each provision of this Guaranty shall be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this Guaranty sh~1I be
prohibited by or invalid under such law, such provision shall be ineffective to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Guaranty.
(h) This Guaranty shall inure to the benefit of and may be enforced by United Water, and any
subsequent holder of the Agreement and any document in connection with the Loan, and shall be
binding upon and enforceable against Guarantor and Guarantor s heirs, legal representatives,
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successors and assigns. In the event of the death of Guarantor (or anyone Guarantor if there are
more than one Guarantor), the obligations of such deceased Guarantor shall continue in full force
and effect against his respective estates, personal representatives, successors and assigns. All
references herein to Borrower shall be deemed to include any and all successors, whether
immediate or remote, to such entity.
(i) The captions at the beginning of the several paragraphs, respectively, are for
convenience in locating the context, but are not part of the text,
G) Guarantor warrants and represents to United Water that Guarantor has read this
Guaranty and understands the contents hereof and that this Guaranty is enforceable against
Guarantor in accordance with its terms. Whenever the context so requires, the use of the term
Guarantor" shall mean each and all of the undersigned, jointly and severally.
IN WITNESS WHEREOF, the undersigned Guarantor has executed this Joint and Several
Individuals' Guaranty as of the day and year first above written.
GUARANTOR:
&L~~ f1'~/11 ifLrM
Edward Derwyn Sh
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ce E. Shank
.----
William D. Tate
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May 25, 2004
Via USMail
Greg Wyatt
, United Water of Idaho, Inc.
8248 W.VictoryRoad
Boise, ill 83719-0420
RE:UWW -C arriage Hill Agreement
21220.SB No.
Dear Greg:
JOANN C. BUTLER
M. GREGORY EMBREY
L. VICTORIA MEIER
MICHAEL T. SPINK
[phone]
LVM EI ERcw.SB-ATTORN EYS .COM
RECE IVED
JUN 0 3 2004
tn,,
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Enclosed for your records is the executed original United Waterworks, Inc.Carriage Hill
Agreement, dated March 12, 2004.
, ' \, '
If you have any questions, please feel free to give me a call.
Sincerely,
~~
lL-/8LC-
L. Victoria Meier
LVM/sac
Enclosure
251 E. FRONT STREET
SUITE 200
O. Box 639
BOISE, IDAHO 83701
208-388-1000
208-388-1001 (F)
WWW.se-ATTORNEYS.COM
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UWW-CARRIAGE HILL AGREEMENT
THIS UWW-CARRIAGE HILL AGREEMENT (this "Agreemenf') is made effective this 12
day of March, 2004, by and among Carriage Hill, L.L.C., an Idaho limited liability company
Carriage Hill") and United Waterworks Inc., a Delaware corporation ("UWW"
RECIT ALS
A. On January 21, 1998 Carriage Hill received preliminary'subdivision plat approval
from Canyon County in connection with a single-family residential subdivision, more particularly
described on Exhibit A, attached hereto and made a part hereof ("Carriage Hill Subdivision
which consists of 198.84 acres located west of Middleton Road and north of Greenhurst Road in
southwest Canyon County in the Nampa Area of City Impact, which is that particular area of
Canyon County that eventually will be annexed into Nampa. A portion of Carriage Hill Subdivision
which portion is defined as the LID Area below, is owned by Triangle and 'Shank. Carriage Hill is
the contract-purchaser of the LID Area.
B. On or about November 20, 1998, Carriage Hill and United Water Idaho Inc., an
Idaho corporation ("UWID") entered into that certain Residential or'Mu'itiple Family Housing Non-
contiguous Water System Agreement (the 'Water System Agreemenf'), which Water System
Agreement provides for, without limitation: the permitting and construction of the "Domestic Water
System " as defined in that certain Purchase Agreement, dated concurrently herewith, by and,
between UWID and the City of Nampa (the "Purchase Agreemenf'
).
C. On November 30, 1998, Carriage Hill executed that certain Design-Build
Promissory Note in favor of UWW in the original principal amount of Three Hundred Fifty Thousand
and no/10aths Dollars ($350,000.00) (the "Promissory Note
).
D. On or about November 30, 1998, the principals of Carriage Hill executed that
certain Joint and Several Individuals' Guaranty in favor of UWW (the "Guaranty
E. On March 9, 1999, the final subdivision plat for the first phase of Carriage Hill
Subdivision was recorded in Canyon County. On December 29, 1999, Carriage Hill transferred to
UWID that portion of the Domestic Water System constructed in connection with the first phase of
Carriage Hill Subdivision.F. On February 11 , 2002, the final subdivision plat for the second phase of Carriage
Hill Subdivision was recorded in Canyon County, Idaho. On December 18, 2003, Carriage Hill
transferred to UWID that portion of the Domestic Water System constructed in connection with the
second phase of Carriage Hill Subdivision.
G. The City of Nampa, an Idaho municipal corporation ("Nampa ) has extended its
municipal water system to the intersection of Middleton Road and Iowa Street in Nampa s City
limits in the vicinity of Carriage Hill Subdivision.
H. On August 15, 2003, Nampa indicated its desire to enter into negotiations with
UWID and Carriage Hill in connection with ownership, operation and maintenance of the Domestic
Water System , and the connection of the Domestic Water System to Nampa s municipal water
system. Thereafter, the parties hereto entered into that certain Memorandum of Understanding,
dated October 15, 2003, as amended (the "MOU"
),
which MOU contemplated inter alia, the
negotiation and execution of the Purchase Agreement and this Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration , the receipt and sufficiency of
which are hereby acknowledged and agreed, and in consideration of the recitals above, which are
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incorporated herein, and in consideration of the premises and the mutual representations,
covenants, and agreements hereinafter contained, Carriage Hill and UWW represent, covenant,
and agree as follows:
CLOSING AND RELATED MATTERS.
a. UWW Pavment.The closing of the transactions contemplated under the Purchase
Agreement (the "Closing ) are contemplated to take place at the office of the Transnation Title
Insurance Company, 847 Parkcentre Way, Suite 3, Nampa, Idaho 83651 ("Escrowee ) on the
Closing Date," as defined in the Purchase' Agreement. The Purchase Agreement provides for,
inter alia, that UWW shall receive an amount approximately equal to Three Hundred Thirty-eight
Thousand and No/100 Dollars ($338,000.00) (the "UWW Payment'
b. UWW'Deposits
documents to Escrowee:
On the Closing Date, UWW shall deliver the following
(i)
(ii)
Release of Guaranty.
Original Promissory Note marked "Paid in Full.
(iii)Such other documents as Carriage Hill or Carriage Hill's attorneys may
reasonably require in order to effectuate or further evidence the intent of
any provision in this Agreement.
All of the documents and instruments to be delivered by UWW hereunder shall be in form
and substance reasonably satisfactory to counsel for Carriage Hill
c. Carriage Hill's Deposits On the Closing Date, Carriage Hill shall deliver the
following documents to Escrowee:
(i)Such documents as UWW or UWW's attorneys may reasonably require in
order to effectuate or further evidence the intent of any provision in this
Agreement.
All of the documents and instruments to be delivered by Carriage Hill hereunder shall be in
form and substance reasonably satisfactory to counsel for UWW.
Following UWW's receipt of the UWW Payment, Escrowee shall release to Carriage Hill
UWW's Deposits b(i) and b(ii) referenced above. Carriage Hill and UWW shall enter into any and
all reasonable escrow instructions desired by Escrowee reflecting the terms and conditions of the
transactions contemplated herein.
REPRESENTATIONS OF UWW.
UWW hereby represents and warrants to Carriage H ill that as of the date hereof and/or
of the Closing Date:
a. Authoritv. That UWW is a Delaware corporation that has been duly organized and
is validly existing and in good standing as a corporation under the laws of the State of Delaware,
and has full power and authority to: (i) enter into this Agreement; and (ii) carry out and
consummate the transactions contemplated by this Agreement.
b. Effect of Transaction That neither the execution of this Agreement nor the
consummation of the transactions contemplated hereby will: (i) result in a breach of or a default
under any agreement, document or instrument to which UWW is a party or by which UWW is
UWW-CARRIAGE HILL AGREEMENT - 2
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bound; or (ii) violate any existing statute, law, regulation, restriction, order, writ, injunction or decree
of any court, administrative agency or governmental body to which UWW is subject.
REPRESENTATIONS OF CARRIAGE HILL.
Carriage Hill hereby represents and warrants to UWW that as of the date hereof and as of
the Closing Date:
a. Authority. That Carriage HiM is an Idaho limited liability company that has been
duly organized and is validly existing and in good standing as a limited liability company under the
laws of the State of Idaho, and has full power and authority to: '(i) enter into this Agreement; and
(ii) carry out and consummate the transactions contemplated by this Agreement.
b. Effect of Transaction. That the execution and delivery of this Agreement by the
signatories hereto on behalf of Carriage Hill and the performance of this Agreement by Carriage
Hill have been duly authorized by Carriage Hill. 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 Carriage Hill is a party or by which
Carriage Hill is bound; or (ii) violate any existing statute, law, regulation, restriction, order, writ,
injunction or decree of any court, administrative agency or governmental body to which Carriage
Hill is subject.
DEFAULT AND REMEDIES.
a. Default by Carriaae Hill.If Carriage Hill should fail to consummate the transaction
contemplated herein for any reason other than default by UWW, UWW may elect anyone or more
of the following remedies: (i) to enforce specific performance of this Agreement; (ii) to bring a suit
for damages for breach of this Agreement; (iii) to terminate this Agreement whereupon Carriage Hill
will reimburse UWW for UWW's out-of-pocket expenses incurred with respect to this transaction
including reasonable attorney s fees; or (iv) pursue any and all remedies at law or equity. No delay
or omission in the exercise of any right or remedy accruing to UWW upon the breach by Carriage
Hill under this Agreement shall impair such right or remedy or be construed as a waiver of any such
breach theretofore or thereafter occurring. The waiver by UWW of any condition or the breach of
any term, covenant or condition herein contained shall not be deemed to be a waiver of any other
term, covenant, condition or any subsequent breach of the same or any other term , covenant or
condition contained herein.
b. Default by UWW If UWW should fail to consummate the transaction contemplated
herein for any reason other than default by Carriage Hill , Carriage Hill may elect anyone or more of
the following remedies: (i) to enforce specific performance of this Agreement; (ii) to bring a suit for
damages for breach of this Agreement; (iii) to term inate this Agreement whereupon UWW will
reimburse Carriage Hill for Carriage Hillis out-of-pocket expenses incurred with respect to this
transaction , including reasonable attorney s fees; or (iv) pursue any and all remedies at law or
equity. No delay or omission in the exercise of any right or remedy accruing to Carriage Hill upon
the breach by UWW under this Agreement shall impair such right or remedy or be construed as a
waiver of any such breach theretofore or thereafter occurring. The waiver by Carriage Hill of any
condition or the breach of any term, covenant or condition herein contained shall not be deemed to
be a waiver of any other term, covenant, condition or any subsequent breach of the same or any
other term , covenant or condition contained herein
.:.
NOTICES.
All notices, demands, requests, and other communications under this Agreement shall be
in writing and shall be properly served or delivered if delivered by hand to the party to whose
attention it is directed, or when sent, three (3) days after deposit in the U.S. mail, postage prepaid,
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or the next day when sent overnight by a nationally re~ognized overnight delivery service, or when
received when sent via facsimile, addressed as follows:.
If to Carriage Hill:o. Box 1184
Nam pa, Idaho 83653-1184
Attn: Sandra J. Johnson
208/461-9428 (fax)
If to UWW:c/o United Water Idaho Inc.
8248 W. Victory Road,
O. Box 190420
Boise, 1083719-0420
Attn: Gregory P. Wyatt
208/362- 7069 (fax)
or at such other address or to such other party which any party entitled to receive notice hereunder
designates to the other in writing as provided above.
, 6.MISCELLANEOUS.
a. Successors. This Agreement shall be binding upon and shall inure to the benefit
of the parties hereto and their successors and assigns; provided, however, this Agreement shall
not be assigned by any party without the written consent of the other parties hereto, not to be
unreasonably withheld.
b. Time for Performance Wherever under the terms and provisions of this
Agreement the time for performance falls upon a Saturday, Sunday, or legal Holiday, such time for
performance shall be extended to the next business day.
c. Entire Contract.This Agreement embodies the entire contract between the parties
hereto with respect to the subject matter hereof. No modification or amendment to or of this
Agreement of any kind whatsoever shall be made or claimed by Seller or Buyer shall have any
force or effect whatsoever unless the same shall be endorsed in writing and be signed by the party
against which the enforcement of such modification or amendment is sought, and then only to the
extent set forth in such instrument.
d. Representation. All parties hereto have either been represented by separate legal
counselor have had the opportunity to be so represented. Thus, in all cases, the language herein
shall be construed simply and in accordance with its fair meaning and not strictly for or against a
party, regardless of which party prepared or caused the preparation of this Agreement.
e. Captions. The captions at the beginning of the several paragraphs, respectively,
are for convenience in locating the context, but are not part of the text.
Governina laws. This Agreement shall be governed by the laws of the State of
Idaho.
g.
Prevailina Partv If either party shall default in the full and timely performance of
this Agreement and said default is cured with the assistance of an attorney for the other party and
before the commencement of a suit thereon, as a part of curing said default, the reasonable
attorneys' fees incurred by the other party shall be reimbursed to the other party upon demand. In
the event that either party to this Agreement shall file suit or action at law or equity to interpret or
enforce this Agreement hereof, the unsuccessful party to such litigation agrees to pay to the
prevailing party all costs and expenses, including reasonable attorney's fees, incurred by the
prevailing party, including the same with respect to an appeal.
UWW-CARRIAGE Hill AGREEMENT - 4
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h. Time of Essence. AU times provided for in this Agreement or in any other
instrument or document referred to herein or contemplated hereby, for the performance of any act
will be strictly construed, it being agreed that time is of the essence of this Agreement.
i. Riahts. This Agreement shall not confer any rights or remedies upon any person
other than the parties hereto and their respective successors and permitted assigns.
j.
Counterparts. This Agreement may be executed in one or more counterparts each
of which shall be deemed an original but all of which together will constitute one and the sameinstrument.
k. Interpretation . In the event any term or provisions 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.
\.
Survival.The terms, provisions, agreements and indemnities shall survive the
closing of the transaction contemplated herein and the delivery of the deed, and this Agreement
shall not be merged therein, but shall remain binding upon and for the parties hereto until funy
observed , kept or performed.
m. Authority. Each party represents to the other that it has authority to execute this
Agreement and to perform all of the terms and conditions required of them as provided under thisAgreement.
IN WITNESS WHEREOF, the undersigned. being duly authorized, have executed this
UWW-Carriage Hill Agreement as of the date set forth first above.
uww:CARRIAGE HILL:
United Waterworks Inc., a
Delaware corporation
Development Group, Inc" an Idaho
corporation
By:!!biJ Its: ~ -/1/By:
William D. Tate, President
Schedule of Exhibits:
Exhibit A:Legal Description of Carriage Hill Subdivision
UWW-CARRIAGE HILL AGREEMENT - 5
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h. Time of Essence All times provided for in this Agreement or in any other
instrument or document referred to herein or contemplated hereby, for the performance of any act
will be strictly construed, it being agreed that time is of the essence of this Agreement.
i. Riahts. This Agreement shall not confer any rights or remedies upon any person
other than the parties hereto and their respective successors and permitted assigns.
j.
Counterparts.This Agreement may be executed in one or more counterparts each
of which shall be deemed an original but all of which together will constitute one and the sameinstrument.
k. Interpretation. In the event any term or provisions of this Agreement shall be held
illegal, invalid or unenforceable or inoperative as a matter of law, the remaining terms and
provisions of this Agreement shall not be affected thereby but each such term and provision shall,
be valid and shall remain in full force and effect.
I. Survival.The terms, provisions, agreements and indemnities shall survive the
closing of the transaction contemplated herein and the delivery of the deed, and this Agreement
shall not be merged therein, but shall remain binding upon and for the, parties hereto until fully
observed, kept or performed.
m. Authoritv. Each party represents to the other that it has authority to execute this
Agreement and to perform all of the terms and conditions required of them as provided under this
Agreement.
IN WITNESS WHEREOF, the undersigned, being duly authorized , have executed this
UWW-Carriage Hill Agreement as of the date set forth first above.
UWW:CARRIAGE HILL:
United Waterworks Inc., a
Delaware corporation
Development Group, Inc., an Idaho
corpor91\On
BY:
" '
William D. Tate, President
By:
Its:
Schedule of Exhibits:
Exhibit A:Legal Description of Carriage Hill Subdivision
UWW-CARRIAGE HILL AGREEMENT - 5
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EXHIBIT A
LEGAL DESCRIPTION OF CARRIAGE HILl. SUBDIVISION
HUBBLE ENGINEERING, INC.
9550 Bethel COurt. Boise, Idaho 83709 2081322-8992 . Fex 2081378-0329
Project No. 9420100 May 5, 1999
CARRIAGE HILL PROJECT DESCRIPTION
NAMPA, IDAHO
A parcel of land located In the NE1/4, SE1/4. and 'SW1I4 of Section 31, T.3N.
2W., B.M., Canyon County, Idaho, more particularly descril;ed as follows:
, BEGINNING at the 1/4 comer common to SectIon 32 and the said Section 31, from
which the southeast comer of said Section 31 bears South 001122'130 East, 2582.70 feet;
thence South 89016'20" West, 302.20 feet to a point;
thence South 19037'40" East, 96.90 feet to a point;
thence South 40024'03" East, 92.27 feet to a point;
thence South 36030'19" East, 118.29 feet to a point;
thence South 00054'00" East, 445.00 feet to a point
thence South 36002'38' East. 234.96 feet to a point on the East boundary of said
Section 31;
thence along said East boundaJy South 00022'13" East. 395.95 feet to the South
1/16 comer;
thence along the South boundary of the North 1/2 of the SE1J4 South 88052'571'
West, 2644.66 feet to the C-S 1/16 comer,
thence along the North-South mid-section line North 00023'55" West, 812.33 feet
to a point;
thence departing said line North 33000'10" West, 587.74 feet to a point on the East-
West mid-section line;
thence along said line North 89015'43" East. 316.70 feet to the center of said
Section 31, said point being common to the southwest comer of Verde Hills Sub-division,
as same is recorded in Book 13 of Plats at Page 20, records of Canyon County, Idaho:
thence continuing along said line and the exterior boundary of said Verde HiDs Sub.
division North 89016'20" East, 1647.60 feet to a point,
Carnage Hili Project Description Page 10'4
EXHmIT A
EXHIBIT A -
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thence North 13059'20" West, 77.28 feet to a point;
thence North 34 024'00" West. 133.60 feet to a point;
thence North 5034'00" West. 104.25 feet to a point;
thence 94.53 feet along the arc of a curve to the left, having a radius of 117.25 feet,
a central angle of 460 11'20", and a long chord bearing North 28039'40" West, 91.99 feetto a point;
thence North 51045'19" West, 6.00 feet to a point;
thence 95.41 feet along the arc of a curve to the left, having a radius of 129.11 feet;
a central angle of 42020'20", and a Jong chord bearing North 72055'30" West. 93.25 feet
to a point;
thence South ,85054'20" \A!est,44.60 feet to a poiflt;
thence 83.62 feet along the arc of a curve to the right, having a radius of 91.27 feet,
a central angle of 52029'20", and a long chord bearing North 67 os 1'O9f1 West, 80.72 feet
to a point;
thence North 41036'18" West, 0.40 feet to a point;
thence 83.38 feet along the arc of a curve to the left, having a radius of 89.40 feet,
a central angle of 53026'18", and a long chord bearing North 68019'20" West, 80.39 feet
to a point;
thenoe South 84057'40" West, 213.75 feet to a point;
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thence South 71053'40" West, 190.00 feet to a point;
thence South 77006'40" West, 258.00 feet to a point;
. '
thence 179.63 feet along the arc of a curve to the right, having a radius of 100.
feet, a central angle of 102023'39", and a long chord bearing North 51041'30" West. 156.
feet to a point
thence North 00029'39" West, 19.50 feet to a point,
thence 76.53 feet along the arc of a curve to the left, having a radius of 106.47 feet,
a central angle of 41 a1110~", and a long chord bearing North 21005'10" West, 74.89 feet
to 11 point;
thence North 41 040'33" West, 2.00 feet to a point;
Carriage Hili project Description Page 2 of4
EXHIBIT A
EXHIBIT A - 2
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. .
thence 78.18 feet along the arc of a curve to the right, having a radius of 150.
feet, a central angle of 29050'40", and a long chord bearing North 26045'20" West, 77.
feet to a point;
thence North 11050'00" West, 42.84 feet to a point;
thence 94.45 feet along the arc of a curve to the left. having a radius of 116.38 feet,
a central angle of 46030'00", and a long chord bearing North 35005'00" West, 91.88 feetto a point;
thence North 58020'00" West, 240.00 feet to a point;
thence North 46033'00" West. 166.06 feet to the northwest comer of said Verde
Hills Sub..cJivision lyIng on the North-South mid-section line;
thence along said line North 00023'42" West, 1658.07 feet to the North 1/4 comer
of said Section 31;
thence along the North boundary of said Section 31 North 90000'00" East, 1687.
feet to a point in the center of the Deer Flat Nampa Edwards Canal;
thence along the center of said canal South 47038'42" East, 140.20 feet;
thence 165.19 feet along the arc of a curve to the right having a radius of 1000 feet,
a central angle of 9027'52" and a long chord bearing South 42054'46" East. 165.00 feet toa point;
thence South 38010'4211 East, 643.40 feet to a point:
thence 203.14 feet along the arc of a curve to the right, having a radius of 1200 feet,
a central angle of 9041'58" and a long chord bearing South 33019'43" East, 202.90 feet to .
a point;
thence South 28"28'42" East, 438.20 feet to a point;
thence South 4080014211 East, 20.46 feet to a point on the South boundary of the
North 112 of the Northeast 1/4;
thence departing the center of the Deer Flat Nampa Edwards Canal along said
South boundary South 89038'23" West, 615.66 feet;
thence South 00022'36" East, 257.70 feet to a point;
thence 89O38'23n East, 263.00 feet to a point;
Carriage HID Project Description Page 3 of 4
EXHIBIT A
EXHIBIT A - 3
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" ., .
II ft
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thence South 00022'36" East. 32.80 feet to a point;
thence North 89038'23" East, 127.00 feet to a point;
thence South 00022'36" East, 160.00 feet to a point.
thence North 89038'23" East. 305.00 feet to a point on ~e East boundary of said
Section 31;
thence along the East boundary South 00022'36" East, 840.54 feet to the Point of
Beginning. Containing 198.84 acres, more or less.
, SUBJECT TO: Rights-of-way for Middleton Road, Iowa Avenue. and other
easements of record or use.
Prepared by: ,
HUBBLE ENGINEERING, INC.
DTP tvw/CarriageHIll D. Terry Peugh, P.LS.
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Carnage Htn project Descrtption Page 401 4
EXHIBIT A
EXHIBIT A - 4
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Production Request No. 2B
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Greg Wyatt
United Water
Boise, ill'
Dear Greg:
In visiting with JoAnn Butler last week regarding our financing of the United Water
system in Carriage Hill, she suggested that I write you and discuss possible refinancing
the system to allow payoffs to correlate with the lot sales.
To date in Phase I we have sold 16 of the original 27 lots. We are in the process of
constructing Phase II with 20 additional lots. Three of the 20 home sites have
reservations and we are only beginning construction of the utilities and streets. In Phase I
all of our view lots sold immediately. Phase two is at the top of the ridge and all of the
home sites have views of either the Boise front or the Owyhees. Traffic has been non-
stop during the past two weeks and we anticipate sales on these lots to be similar tathose
in Phase I with views.
Our past relationship with United Water has been extremely positive and we are
concerned that we now find ourselves in a situation that may jeopardize all of our past
efforts. It is our desire to sit down and discuss ways to keep on track and meet our
obligations.
, \, '
Carriage Hill may have been ahead of the market when we commenced construction
however a number of recent events indicate the entire southwest Nampa area is on the
brink of becoming the premier location for new development. Meetings have taken place
and all of the design and surveYing is in place to extend sewer to the land lying along
Middleton Road west of the Orr Drain. This will make several hundred acres available
for residential development by the fall of 2002.
A new elementary school is under construction at the comer of Middleton and Iowa and
is expected to open in late 2002. This particular facility has placed the city in a position
of working with landowners to extend utilities to the area. The city ofNampa is anxious
to work with us regarding sewer, water, and pressurized irrigation and is making LID'
very attractive. The landowners along Middleton Road have agreed to extend sewer with
the LID, but not water and pressurized irrigation. Sewer is the city s number one priority
at this time and this may leave other opportunities for United Water in areas that are
contiguous to Carriage Hill. We have a map of this area and would like to share it with
you.
With the arrival of sewer, we will resubmit our plat for future phases to increase
densities, resulting in increased users for United Water. The land to the south of Carriage
Hill will no doubt develop in the near future and we made provisions in Phase II to
extend the United Water lines to our south boundary in two places to provide connection
of any development to the south of Carriage Hill.
In addition, we have been discussing the possibility of including another
developer/investor in Carriage Hill to help increase sales and provide reimbursement for
the investment we have in the United Water facility. We anticipate this to be in placedthis fall with the arrival of sewer.
Greg, we would appreciate the opportunity to meet with you as soon as possible
regarding our account with United Water. Give me a call at 461-2556 or on my cell
phone, 371-5546.
Sincerely,
CARRIAGE HILL LLC
Sandra J ohnson, Pr~ ect ~anager
Healy, Jerry
From:
Sent:
To:
Subject:
Wyatt, Greg
Thursday, April 11 , 2002 9:47AM
Healy, Jerry
RE: carriage hill
Your evaluation is correct. The only problem is she can t make the payments under the current plan. I contacted Becker
on this and he said I should speak to Ed Imparato. I have a call in to him , but no, reply yet. I'll surely try to schedule a
meeting so you can ,attend.
Original Message-From: Healy, JerrySent: Thursday, April 11 , 20026:28 AM
To: VVyatt, GregSubject: RE: carriage hill
Greg, I took a quick look at this and it generally takes us from a dedicated repayment schedule with a fair interest
rate to a repayment plan, as originally agreed upon , that is contingent on lots being sold.This would be similar to the
per lot repayment we have now on that other sub in Nampa where repayment has been very' problematic I would
prefer that Sandy deal from a "current" status, as far as I know, they have not made their $11 000 payment due
February 5 and have another $11 000 due May 5. I would like to be involved in any meeting. Who at UWW calls the
shots on this? jjh
Original Message-
From: VVyatt, Greg Sent: VVednesday, April 1 0, 2002 4:02 PMTo: Healy, Jerry
Subject: FVV: carriage hill
Sandy Johnson is proposing a revision to the current repayment schedule on her loan. Her proposal is attached.
d like your opinion and would like you to be available for any meeting we set up if possible. Let me know what
you think.
, ,, "
Original Message-
From: carriagehill~uswestmail.net (SMTP:carriagehill~uswestmail.net)Sent: VVednesday, April 10, 20021 :53 PMTo: greg.wyatt~unitedwater.com
Subject: carriage hill
Get FREE email at http://www.qwestdexmail.com! c::c:: File: April 11 Letter to Greg Wyatt.doc ~~ c::c:: File:
REVISED WATER PAYOFF SCHEDULE.doc ~~
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April 11 , 2002
Greg Wyatt
United Water
Boise, ill
Dear Greg:
Following our visit last week I meet \\lith Larry Knapp, one of the partners in Carriage
Hill regarding the United Water obligation. We would like to discuss with you the ideas
Larry and I talked about outlined in the attached proposal.
We realize that the decision will be made by your home office; however we would like
you to have complete knowledge of our ideas and what our thinking is with regard to
what we would like to propose.
After you have had a chance to look over the proposal, give me a call and we ll set up a
time to sit down and discuss it with you. We appreciate your taking the time to look at
our ideas and forward them to the appropriate group.
Sincerely,
CARRIAGE HILL, LLC
Sandra J. Johnson, Project Manager
, ,, "
PROPOSED REVISED
UNITED WATER PAYOFF SCHEDULE
April, 2002
RE: Design-Build Promissory Note dated 10/30/98 in the amount of
$350 000.
APPROXMATE BALANCE DUE: $260,000
UPDATE ON CARRIAGE HILL DEVELOPMENT AND SURROUNDING
FUTURE UNITED WATER SERVICE AREA
Carriage Hill is approved for a total build out of 265 single family home sites.
N ampa City has commit and the landowners have agreed to bring sewer to the site
under a LID. A new school is under construction and is scheduled for a late fall of
2002 opening. Nampa City has designed and surveyed for the sewer and anticipate
it will be available to Carriage Hill in October or November of 2002.
Densities at this time are 1.3 units per acre in Carriage Hill with zoning set at 2 units
per acre. With the arrival of sewer we will apply for increased densities consistent
with the services available. We would anticipate densities to increase to 4 or more
units per acre. United Water s system as constructed will serve all of Carriage Hill
with the future potential of 4 units or more per acre. Carriage Hill owns 200 acres
with a potential of 800 home sites.
As a part of the construction for Carriage Hill Phase II, we extended service lines
for both water and sewer to the property south of Phase II. There is approximately
80 acres south of Phase II bounded by Middleton Road to the east and Greenhurst
to the south. ' This is not a part of the approved Carriage Hill plat, and will increase
the service area by United Water to an estimated 250 additional units for a total of
050 units. The landowners of this property have indicated a desire to develop the
land in the near future and to work with United Water.
Carriage Hill Phase I consists of 27 building lots, with 17 sold and connected to
United Water as of this date. Phase II consists of 20 building lots. Phase II is under
construction with an estimated completion date of May 15, 2002. Two homesites are
under contract and anticiapted to close within 30 days.
REFINANCE PROPOSAL AND REQUEST
.,.-#
The principal amount due on the United Water Promissory Note is $260,000.
Assuming accruing interest over the next 5 to 7 years of $80,000, the total due
United water would be $340,000.
We would like to propose the payoff schedule on the balance of the Note be due and
payable upon the sale of each lot in the amount of $2,000 per lot. This will require
the sale of 170 lots to retire the entire debt including interest.
In addition we would propose to pay an additional $1,000 per lot principal payment
on each new Phase developed from construction funds. This payment will be made
to United Water at the time the Development Loan is funded and prior to the sale of
any lots in the new phase. This will increase the rate at which the balance due
paid off.
Carriage Hill has all of the homesites in a Lot Release Program with Trans~atioD
Title and Escrow. The Escrow Instructions to the Title Company will include the
payment to United Water of $2,000 per lot at the time of closing. A Lot Release
Program established with the title company guarantees the payoff to United Water
each time a lot is sold. In a Lot Release Program the title company holds all of the
signed deeds to the lots in a particular phase and the payoffs on the Development
Loan and any other requested entities is automatically made at time of closing priorto Carriage Hill receiving any funds.
In the event United Water begins service to users other than Carriage Hill, the
amount due Carriage Hill as outlined in the Residential or Multiple Family Housing
Non-contiguous Water System Agreement will be placed in an Escrow Account
established at Transnation Title and Escrow and disbursed to United Water upon
receipt. This will further increase the rate at which the balance due will be paid off.
Carriage Hill is commited to providing United Water with a system that will service
not only Carriage but also the surrounding future development west of Middleton
Road. We have worked diligently with Nampa City to extend city sewer without
city water. This has now been accomplished and is setting new precedence for both
the City and United Water.
We are excited about all of the new events taking place to enhance future sales
construction of the new grade school at Middleton Road and Iowa; the extension of
Iowa Street from 12th Avenue to Carriage Hill providing direct access to downtown
and shopping, Mercy Medical Hospital and the Nampa Recreation Center;
extension of City Sewer to Carriage Hill; and the upgrading of Idaho Power service
for future Carriage Hill and surrounding development.
We appreciate your consideration of the above and look forward to discussing this
proposal with you further.
, (,,- ,, '
United Water
(B)
July 29, 2002
Sandra J. Johnson
Larry D; Knapp
Carriage Hill LLC
O. Box 9294
Boise, ill 83707 FAX: [phone]
Subject:Design-Build Promissory Note
United Waterworks and Carriage Hill LLC dtd October 7, 1998
Dear Sandra:
United Water Idaho Inc.
8248 West Victory Road
PO Box 7488
Boise, 1083707-1488
telephone [phone]
facsimile 208-362-7069
Pursuant to our meeting on July 23 , 2002, lhave outlined below the two amended loan
repayment scenarios we discussed.
Scenario #
Pay accrued interest of $16, 232.64 by August 5; 2002.
Principal Balance $262 345.
. 10-year tenD at 7.5% interest
. $30 000 annual sinker to start the end of year two
. No pending refunds; $17 800 in payments have been made to date.
Scenario 2
Accrued interest of$16 232.64 added to principal balance of$262 345.65 for new
principal total of $278 578.29.
1 0- year' tenD at 7.5 % interest
. $31 500 annual sinker to start the end of year two
. No pending refund; $17 800 in payments have been made to date.
United Waterworks and Carriage Hill, LLC have a strong desire to amend our repayment
provision so as to mutually benefit the parties. Because Carriage Hill is currently in default
United Waterworks strongly encourages Scenario #1 as it indicates good faith by bringing the
accrued interest current. In fact, Scenario #2 is provided only for illustration.
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Sandra 1. Johnson
July 29, 2002
Page 2
Dan Brown of United Water will finalize with you by August 15 2002, the status of the
$11 147.50 of extra cost incurred by Carriage Hill in Phase Two to install water lines to servethe adjacent property.
Please review the attached document showing loan repayment schedules for both refinancing
scenarios and then contact Jerry Healy (326-7337) or me (362-7327) by August 2, 2002, to
notify us of your intent. Don t hesitate to call should you have questions or require additional
information.
GPW:jw
cc:Dan Brown
Attachment:Carriage Hill Refinance Payment Schedule
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United Water Idaho
8248 West Victory Road
PO Box 7488
Boise, 1083707-1488
telephone [phone]
facsimile 208362 1479
INVOICE
TO: Carriage Hills LLC
O. Box 1184
Nampa , ID 83653-1184
REMIT TO: United Waterworks Inc.
200 Old Hook Road
Harrington Park, NJ 07640
Attn: Teresa Attn: Treasury Dept. - Nancy Gallagher
, ,: '
DATE:08/01/02
INVOICE:CARRIAGE HILLS
DUE DATE:08/05/02
DESCRIPTION AMOUNT
United Waterworks 8.25% Design Build Promissory Note
Facility Improvements - Phase 2 Carriage Hills 232.
TOTAL DUE 232.64 I
..., ~** *** ** ******* * * * * ** ****
TX REPORT ***
***** ******** * * * **** *
TRANSMISSION OK
TX/RX NO
CONNECTION TEL
SUBADDRESS
CONNECTION ID
ST. TIME
USAGE T
PGS. SENT
RESULT
0342
94619428
08/01 10: 40
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Spink Butler Clap"
p,
LLP
o. Box 639
:, ,
Boise, Idaho 83701
[phone]
[phone] (facsimile)
Fax Cover Sheet
Date:October 29, 2002 Total Pages Sent:
TO:
' "
TO:
,,
Name: Sandi Johnson
' ~ '
Name.Jerry Healy1 :' '
.' '' ,',
Organization:Carriage Hill
.' '
Organization:United Water
Fax:[phone] Fax:[phone]
Phone:[phone] Phone:[phone]
From:
Direct e-mail:
Subject:
File No.
Comments:
, \, '
JoAnn C. Butler
jbutler(Q)sbc -attorneys. com
UWI/Carriage Hill
, 21204.
Sandi and Jerry, attQched is the revised Design-Build Promissory
Note to reflect the ne,gotiations between United Water and
Carriage Hill. The difference between this Design-Build Promissory
Note and the Design-Build Promissory Note in the amount of
$350,000 are all contained within the first three paragraphs of the
Note. In addition, the Exhibit A has been attached. Please call
with questions and comments.
CONFIDENTIALITY NOTICE:
, .
lhis transmission Is Intended only for the use of the indMduol(s) named as recipients. It may contain information that
Is privileged, confidential and/or protected from dlsclosur$ under applicable law including, but not IImi1ed to, the
attorney client privilege and/or work product doctrine. If you are not the Intended recipient of this transmission,
please notffy 1he sender immediately by telephone. Do not deliVer, distribute or copy this transmission, disclose Itscontents. or take any action In reliance on the Information It contains.
DRAFT
Printed on: October 29, 2002
DESIGN-BUILD.PROMISSORY NOTE
$262,345.2002
FOR VALUE RECEIVED, the undersigned, Carriage Hill, L.L.C., an Idaho limited liability company
Maker") promises to pay to the order of United Waterworks Inc., a Delaware corporation ("UnitedWater") at 2000 First State Boulevard, Wilmington, Delaware 19804 , or at such other place as holder mayfrom time to time in writing designate, the principal sum of Two Hundred Sixty-Two Thousand ThreeHundred Forty-Five and 65/100 Dollars ($262,345.65), in lawful money of the United States of America,
and to pay interest on the unpaid balance thereof from time to time outstanding at the rate of seven and
one-half percent (7.5%) per annum.
On December 7, 1998, Maker executed that certain Design-Build Promissory Note In the principalamount of $350 000.00 (the "Original Note
).
Upon execution and delivery of this note to United Water,
the Original Note shall be marked "canceled," delivered to Maker and be of no further force and effect.
That certain Joint and Several Individuals' Guaranty,!q~ted December 7, 1998 shall continue in full force
and effect.
The principal amount of this note and all interest payable hereunder with respect thereto shall be
paid over a term of ten. (10) years, in forty (40) ~quart~rly installments of Interest only, due and payable on
the fifth day of February, May, August and Novemb~ of each year commencing with the fifth day ofNovember 2002 and continuing with respect to each, .and every succeeding quarter through AugustS,
2012 (the "Maturity Date ) in the amount shown or) Exhibit A attached hereto and made a part hereof, and
nine (9) annual installments of principal due and p;;;lyable commencing on the fifth day of August 2004 and
continuing with respect to each and every succeeding. year through the Maturity Date in the amount shownon Exhibit A, with the final payment of all outstanding principal and accrued but unpaid interest due and
payable on the Maturity Date.
There shall be added to each and every payment of principal and/or interest received by the
holder more than ten (10) days after the due date thereof a late charge of three percent (3%) of the
amount so overdue, for the purpose of defraying the ~dministrative expense incident to handling such
delinquent payments. The undersigned acknowledges that the exact amount of such administrativeexpense of holder would be difficult to calculate and that such late charge represents a reasonable
estimate of a fair average compensation for the loss that may be sustained by the holder due to the failureof the undersigned to make timely payments. Such Jate charge shall be paid without prejudice to the rightof the holder to collect any other amounts provided ~o be paid or to declare a default hereunder.
The undersigned waives presentment and demand for payment, notice of intent to demand oraccelerated maturity, notice of demand or acceler~tionof maturity, protest or notice of protest andnonpayment, bringing of suit and diligence in taking, ~ny action to collect any sums owing hereunder or inproceeding against any of the rights and properties s:ecuring payment hereof. The undersigned agreesthat the time for any payment hereunder may be extended from time to time without notice and consent
and extension of time for the payment of this note or any installment hereof shall not affect the liability ofthe undersigned under this note. OJ :
, ,
If default be made in the payment in full or~ny ,sum provided for herein when due and payable,then the holder may, at its option, declare the unpaiqprincipal balance and accrued interest on this note
due and payable upon providing the undersigned with five (5) days' written notice of its intent to soaccelerate the due date of any and all such amoun~s unless such default is therefore cured by theundersigned, and. unless so cured by the undersigne~( the holder may foreclose all liens securing
payment hereof, if any. pursue any and all other rights. remedies and recourses available to it, or pursueany combination of the foregoing, all remedies herevnder being cumulative.
, " ,
i\ 4
, .
PROMISSORY NOTE -
S:\Docs\Unlted Water Idaho Inc\Non-Contiguous Systems\AGR\Deslgn Build Prom Note.WPD
Failure to exercise any of the foregoing options upon the happening of one or mpre of the
foregoing events shall not constitute a waiver of the right to exercise the same or any other option at anysubsequent time in respect of the same or any other event. The acceptance by the holder of any paymenthereunder that is less than payment in full of all amounts due and payable at the time of such payment
shall not constitute a waiver of the right to exercise any of the foregoing options at thanime or at anysubsequent time, or nullify any prior exercise of any such option, without the express written consent ofthe holder.
The undersigned agrees to pay all reasonable costs of collection hereof actually incurred,including the holder s reasonable attorneys' fees, whether or not any suit or action shall be instituted toenforce this note. In the event of litigation arising out of or in connection with this note, the prevailing party
shall be entitled to its reasonable attorneys' fees incurred at trial and on all appeals.
Notwithstanding any provision of this note to the contrary, it is the intent of the undersigned and
the holder hereof that the holder shall never be entitled to receive, collect or apply, as interest on theprincipal amount of the indebtedness any amount iF;! excess of the maximum rate of interest that may be 'charged by applicable law; and in the event the hold~r.ever receives. collects or applies as interest anysuch excess, the amount that would be excessive ;flterest shall be deemed a partial prepayment ofprincipal and treated hereunder as such; and. if th~prinpipal amount of the indebtedness secured herebyis paid in full at such time, an amount equal to the e~essive interest shall forthwith be paid to theundersigned. If the holder credits the principal hereunQer or refunds excessive interest in accordance with
the amount of the indebtedness above, it shall not be subject to any penalty provided by law forcontracting for, charging or receiving interest in excess of the maximum lawful rate.
This note may be prepaid in part or in full at any time by the undersigned without penalty;provided, however, that until all amounts due and payable hereunder have been paid in full, the amount ofthe quarterly installments due and payable hereunder shall remain unchanged and shall not be
recalculated to reflect the effect of any such prepayment.
, ,, "
Whenever used herein. the singular number shall ,nclude the plural and the plural the singular
and the use of any gender shall include all genders , The words "undersigned" and "holder" shall includetheir respective heirs, executors, administrators, legartepr~sentatives, successors, assigns andbeneficiaries.
' ,, :'
, i
All notices. demands, requests, and other communications under this note shall be in writing andshall be deemed properly served or delivered, if delivered by hand to the party to whose attention it is
directed , or when sent, two (2) days after deposit in the U.S. mail, postage prepaid . by registered orcertified mail, return receipt requested, or upon transmission when sent via facsimile, or one (1) day afterdeposit with a nationally recognized air carrier providing next day delivery. addressed as follows:
If to Maker:Carriage Hill, L.L.C.
Development Group Inc.
PO Box 1184
Nampa, ID 83653
[phone]
[phone] (facsimile)
200 Old Hook Road
Harrington Park, New Jersey 07640
Attn: President
[phone]
[phone] (facsimile) ',
If to holder:
or at such other address or to such other party which any party entitled to receive notice hereunderdesignates to the other in writing as provided above.
PROMISSORY NOTE - 2
S:\Docs\United Water Idaho Inc\Non-Contiguous Systems\AGR\Design Build Prom Note.WPD
" ,
I ,
This note is being delivered in the State of Idaho and is to be governed by and construed in
accordance with the laws of the State of Idaho.
IN WITNESS WHEREOF, this note has been executed by the 'undersigned effective as of the dayfirst above written.
MAKER:
CA~RIAGE HILL, LL.C.. an Idaho
I!mit~d liability company
By:The Development Group, Inc., an Idaho
corporation, its Managing Member
By:
William D. Tate, President
' ,
PROMISSORY NOTE. 3
S:\Docs\United Water Idaho Inc\Non-Contlguous Systems\AGR\Design Build Prom Note,WPD
EXHIBIT A
au.rt8r Principal Inte,...Tobit R8Jn11lnlng
Payment Prinelp.1
5-Nov.o2 918.918.262,345.6-Feb-O3 2 S 918.918.282,346.5-M8y.O3 3 S 918.918.282,345.5-Aug.O3 4 S 918.918.282,346.s.Nov.o3 5 S 918.918.282,345.rw:~8 S 918.918.282,345.5aMay.04 7 S 918.918.282,345.5-Aug.()4 8 S 30,000.918.S 34,918.232,345.5-Hov.()4 9 S 3e8.3M.232,345.rw:.b-O5 10 $
...
358.356.232,345.5-M8y.OS 358.356.48' S 232,345.5-Aug..QS 12 S 30,000.358.S 34,356.202.345.&-Nov-OS 13 S 793.793.202.345.5-Feb-()6 14 S
...
793.793.202,345.5-Ma y.O6 15 S 793.793.202,345.5-Aug..06 16 S 30,000.793.S 33,793.172,345.5-Nov-o&17 S 231.231~172,345.5-Feb-O7 18 S 231.231 ~~172,345.5-M8)"'O 7 19 S 231.231 172.345.5-Aug'()7 20 S 30,000.231.S 33,231 ~O:.
, $
142,345.6-N0v-07 868.2.668.,98., S 142,345.
. .., "
~.b.()8 22 S 668.668.93 S 142,345.
' . ,' . .
S-May-Ge 23 S 868.66~9$r. 142,345.5-Aug'()8 24 S 30,000.668.32,66~;.9$112,345.G-NQv.()8 25 $106.106..48. $112.345.5-F.b-09 26 S 106.106A8 112,345.S-M8y-O9 27 S 108.10(t48', S 112,34S.5-Aug'()9 28 $30,000.106.$ 32,106.82,345.s.&v-4)9 29 543.1 ,543,98'82,345.6-F8b-10 30 S 1 ,543.1 ,543~98 ' S 82,345.5-Ma y..1 0 543.543~8 82,5-Aug-1 0 32 30.000.543.31,54:t,98; 52,345.5-Nov-1 0 33 S 981.981:48, $52,345.s..F8b-11 34 $981.981.~8.
' $
52,345.5-M8y.11 35 S 981.981.~;
: $
52,345.s..Aug-11 36 S 30,000.981.S 30,98' A&..
, $
22,345.5-Nov-11 37 $418.41~t&;. $1 22,345.s.J:eb-12 38 $418.41..~ :$1.22,345.S-May-12 39 $418.41~.98.' $,345.5-Aug.12 40 $22,345.418.22. 76~t63t-, $"
, ,
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$ 282.345.$118.751.S378.104~t9,
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March 12, 2003
IVE
MAR 1 4 2001
UNITED WATER
Greg Wyatt'
United Water of Idaho
8248 W. Victory Road
Boise, ID 83709
RE:CARRIAGE IllLL
Dear Greg:
Following our telephone conversation yesterday I can certainly see that you have your hands full
with labor 'negotiations, Jeny on leave, Tim gone and everything else that has taken place. Our
thoughts are with Dan and hope that things will take a turn for the better soon.
As we discussed, our need for an additional source of supply is fast approaching. At this time we
have the following completed and projected homes:
Residential, hookups
Non-occupied residential hookups
New Construction (to be hooked up within 30 days)
Non-residential hookup (clubhouse/pool)
Residence still on private well (original land owner who has indicated they
are ready to hookup.
Home sites sold but not yet under construction
, ,: .
Last fall the City ofNampa extended their water service into the area and a connection point is
available at the comer of our property at Iowa and Middleton Road. I appreciate your
willingness to meet with Paul Raymond at the City ofNampa to explore alternative possibilities
with regard to the second source of supply and/or conveyance of our system to the City
Nampa. I will contact Paul in the next few days and try to schedule something the first week
April.
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Last February we agreed to a new payment schedule and a revision of the note to United Water.
We continue to struggle with sales at Carriage Hill and would like to continue pursuing the
adjusted payment schedule and note revisions.
SiJ1cer
- ' -' " "
~i Jo~~1roject Mangaer
CARRIAGEJilLL, LLC
I look forward to working with on the above and will' give you a ,call ohcead~teandtim~ha.ve
been set with Paul. '
tti', P-t
Development Group, Inc. P.O. Box 1~84 . 11303 l~t. Io'\va
RECEIVED
MAY 1 ~ 2U~:i
UNITED WATER'
May 12, 2003
Greg Wyatt
United Water of Idaho
8248 W. Victory Road
Boise, ID 83709
RE: CARRIAGE lllLL
Dear Greg:
I appreciate your time and willingness to meet with Paul Raymond last week. You
mentioned you were not sure timing would permit us to further pursue the idea of either
selling the United Water system to the City ofNampa or utilizing their water now located
at the northwest comer of Iowa and Middleton Roads as a secondary source for CarriageHill.
Following is an update on anticipated demands for Carriage Hill within the next 30 days.
Residential hookups owner-occupied
Residential hookups unoccupied
New Construction to be owner occupied with 60 to 90 days
New Construction in for building permit (1 pre-sold; 2 specs)
Residence still on private well (original landowner who has indicated they
are ready to hook up)
Non-residential hookup (clubhouse/pool)
Home sites sold but not yet ready to start
Let me know how you would like to proceed and whether or not you feel there is' a
possibility you will be able to work with the City ofNampa.
. '
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Implementation of a secondary source is critical within the next 30 to 60 days Evenifthe
City agreed to provide the backup, the line would need to be extended andtledintoyour
lines now stubbed out at the east end ofSbay Park Way. ,
' ,
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Development Group, Inc. P.O. Box 1~84 . 11393 'V'-l. IO'"y /'a.
May 28, 2003
Greg Wyatt
United Water of Idaho
8248 W. Victory Road
Boise, ID 83709
RE:CARRIAGE IllLL
Dear Greg:
I have not heard from you since our meeting last week with regard to a second well at
Carriage Hill and/or the possibility of either connecting with Nampa or selling the entire
system to the City ofNampa. I will be out of the office this Thursday and Friday but can
be reach on my cell phone at 371-5546.
Sincerely,
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Development Group, Inc. P.O. Box 11~4 . tl303 V-J. la'
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UnitedWater 1(.e. 411
TO:S4/l/'o/IlvvJOA../FROM:
FAX NO: NO. PAGES:
3/-(including cover)
DATE:cc:
SUBJECT:d/t~~td!1-t l-L
United Water Idaho
8248 West Victory Road
O. Box 190420
Boise, Idaho 83719-0420
telephone [phone]
facsimile 208-362-7069
e-mail greg.wyattcmunitedwater.com
Fax
WEt? h7-/li7'
0 Urgent 0 For Review Please Reply DPlease Recycle
COMMENTS:
;J-~EJT7~~ WE t,L
..s~ez
United Water CAPITAL EXPENDITURE AUTHORIZATION
12/17102 11:34 AM
..,
COMPANY NAME:UW Idaho PROTECTID:C03A3O1
COMPANY NUMBER:060 PRIORITY CODE:
PROJECT TITLE:CARRIAGE HILL WELL No.
PROTECT DESCRIPTION AND PURPOSE:
DRILL AND EQUIP CARRIAGE HILL WELL No.2 IN THE CARRIAGE fULL SUBDIVISION. THIS NEW
WELL IS REQUIRED TO PROVIDE A SECOND SOURCE OF SUPPLY FOR THE SUBDNISION WIDCH
WILL PERMIT THIS RESIDENTIAL PROJECT TO BUILD-OUT BEYOND THE 25 LOT MAXIMUM
ALLOWED FOR A SINGLE SOURCE.
PROTECT EXPENDITURE SUMMARY:
PRIOR CURRENT FUTURE PROJECT
YEARS YEAR YEARS TOTAL
ORIGINAL PLAN, NET
PREVIOUS APPROVAL, NET
THIS REQUEST
TotaJ.Direct.Costs 79,882 79,882
Overlteads
AFUDC, Cost Tvpe 076
'Omissions/Contine: en des 988 988
Advances, Cost Tvpe 078 (87 870)(87,870)
CIAC, Cost Tvpe 079
TOTAL NET
VARIANCE, (L) THAN PLAN
CHANGE, HI(L THAN PREVAPPR N/A N/A N/A
COMPANY NET EXPENDITURE SUMMARY:
CURRENT Total Net Amount
YEAR roval Level Planned Unplanned.
($1,OOO'Sponsor All All
ORIGINAL PLAN, NET 14,421.HUB General Manager $50/000 $25/000
Corp Eng/VP Technology $100/000 $100/000
CURRENT FORECAST, NET 14,421.Sr. VP Operations/Pres. N:$250,000 $100/000
UW President/ CEO $500,000 $500/000
VARIANCE H/(L), NET UW Board of Directors $2,000,000
* Incl: (1) Initial Approval 10% Over Plan 2) All Chan~e
PROJECT ROllIN GI APPROVAL:APPROVAL SIGNATURE DATE
SPONSOR
HUB GENERAL MGR./DEPT. DIR.
CORPORATE ENGINEERING
VP TECHNOLOGY
SR. VP OPERS/pRES. UWNJ!CFO
UW PRESIDENT/CEO
UW BOARD OF DIRECTORS
rQ\::I'" "",""'III~V.
G;tfL€-C'f, '12/17/2002 11:31AM
'Tt-h S
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TtfE C E -A. "1C? AI -eveJ A ) e -#-
Ltf\6E; t0o DATEs ttl ~7H(l ("1 '-f
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UnitedWater r~~:~~Et:o LU . r=tf-t-SE PROJECT COST SUMMARY
SH-o
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cD t:.0 ~ ~o~S~ vtl-AT(tJ~ "E C:;;:/~I /o!"
.5 PI' CJ .,fJ'f:L "-I (2~- t::...p,~ 0 k..JA 1i (e. . 1 ~~fi 0...,. 1--
COMPANY NAME: ," UW Idaho RETIREMENT ASSOCIATED?
BUOODE: 060 CEA EFFECTIVE DATE: .0110Z1O3'u
PROJECT ID: C03A301 ,CONSTRUCTION START DATE:
, "
ACCRUESAFUDC? " N PROJECT IN SERVICE DATE:
" ".
ONDEONEWIEXlST: NEW PRIORITY CODE:
PROJECT MANAGER: ROGER DITTUS OVERHEAD RATE:
, ,
CEASUBMITTED BY: DAN BROWN AFUDC RATE:
PROJ ECT TITLE: CARRIAGE HILL WELL No.
SUB-PROJECT DETAIL:
O'fI021O3~
,:61a012ooo"
000/0
, "
Sub-Project ID
COMMON
30720
3112006A
31120B
Sub-proj Description
UWID LABOR
DRILL CARRIAGE HILL WELL #2
INCH SUBMERSIBLE PUMP
PIPING CONNECTION & ELECTRICAL
Facility
Code,
#of
Units
SubProj
Cost
2,400
747
6,400
19,335
W140
W140
W140
: ,, "
Total Direct Cost:882
Page 2 of CEAMASTERxis
PROJECT DETAILS 12/17/2002 11 :31 AM
Task Details Project ID: CO3A301
Task Detail No. Of Unit Item
Description Units Cost Cost
U v.IL D Ut &0 t1-
000.000.
350.58.300.
265.28.420.
55.15.825.
30.70.100.
500.500.
14.198.772.
480.880.
500.500.
125.000.
, 2,000.000.
125.000.
125.000.
200.200.
250.250.
1 ,800.800.
800.800.
120.15.800.
100.100.
900.900.
285.285.
050.' 7 050.
77. 'igL
)-,
YD~
77rg8~
0,821
F7,~7O
MOBilIZE/DEMOBilIZE
DRILLING
12-1NCH CASING
6-1NCH CASING
6-1NCH SCREEN
PACKER/REDUCER
SEAL MATERIAL
FilTER PACK
TEST PUMP RENTAL, SETTING & PULLING
TEST PUMP RUN TIME
LAB WORK
WEll DEVELOPMENT
BENTONITE FOR DRilLING UPPER GRAVEL
DRilLING PERMIT .
WATER RIGHT PROCESSING
6-1NCH SUBMERSIBLE PUMP
50 HP SUBMERSIBLE MOTOR
6-1NCH PUMP COLUMN
PIPING CONNECTION TO BUilDING
WIRING, CONDUIT, TRANSDUCER
PIT lESS ADAPTER UNIT INSTAllED
VFD FOR 50 HP PUMP
(0% acrc
Page 3 of CEAMASTER.xls
Paul Raymond, P.
Public Works Director
Carla Carrell
Executive Assistant
Public Works Department RECEIVED
AUG 1 9 2003
UNI r ~;,,
. '.. . .. -' '" .: -'"
August 15, 2003
Greg Wyatt
United Water of Idaho
O Box 190420
Boise, Idaho 83719-0420
Subject: Carriage Hills Water System
Dear Mr. Wyatt:
The City ofNampa is considering the acquisition of the existing water system and the
possible purchase of the existing pump and well facilities for Carriage Hills Subdivision.
.. \, '
Based on the information submitted to me regarding the well' and pumping facilities, it
appears the well and pumping facilities meet the drinking water standards for
municipalities. Therefore, the City ofNampa would like to enter into negotiations with
United Water to see if a purchase agreement can be reached~ Be advised, however, that
this process may necessitate the completion of an appraisal and well testing.
For the negotiations to commence, the City ofNampa is requesting that United Water
submit a depreciated purchase price for consideration.
Sin
j l
~~(
Paul Raymond, P .
Public Works Director
cc: Sandy Johnson
Carriage Hills
City of Nampa . 411 Third St. So., Nampa, 10 83651 [phone] raymondp~ci.nampa.id.
.. .' .'(!)
United Water 1("e.
United Water Idaho
8248 W. Victory Road
O. Box 190'420
Boise, 10 83719
telephone [phone]
facsimile 208 362 1479
Fax
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----
TO:FROM::J ~r(1
FAX NO:L.j~
(-
q ~2-g NO. PAGES:
..?
IV )J (07 (including cover)
DATE:cc:
SUBJECT:C~r~ c..
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J-J. Prv M;S-/c C. ;p ()-..A,
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COMMENTS:
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(3/Original Design Build Promissory Note, Dated Dee 7,1998
Car;iage Hili, LLC ( Maker) United Waterworks Inc
. ~ ~
~350,000 Principal Amount 10 year note at 8.25% per annum
S:\ACC\JERRY\Non-Contiguous\(Carriage Hill Promissory Note Synopsis.xls)Sheet1
To be repaid over ten years in forty equal installments of $12,967.27each , due and payable on the 5th day of February,May,August & November
each year beginning with the 5th of February, 2000. Forty times $12,967.27= $518 690.80 total Payments
In the note it was not clear how the funds were to be disbursed.
As a practical administrative matter, Tim Farrell of UWID oversaw the project and collected and approved paid invoices submitted by Carriage Hill,
packaged them together, and submitted them to United Waterworks as "drawdown" request. Following is a history of these request:
These invoices represented construction cost associated with 50S facilities only. Also, the Company accrued Interest on the outstanding loan
funds at a daily rate of 000226% (8.25 % annual rate 365) Over the term of the outstanding draws, the finance charges totaled $11,227.83.
Draw Date
Amount
Drawn
May 7. 1999
July 7.1999
July 21. 1999
August 27,1999
October 19, 1999
December 13. 58,000
$ 65,000.
39,000.
$ 15,000.
$ 72,000.
$ 45,000,
$ 58 000.
294,000.
Finance Charges $11,227.
Total Principal Amount $ 305,227.
At this point It was not clear when the additional principal would be provided to Carriage.A decisio~as made to begin amortizing the loan
based on the original ten year payment schedule, wt)ich of cou Be reduced the total paymen
/,
$ t 2,967.27 to $11,280.50.
, ,, "
The Maker made 8 relatively timely payments of $11,280.50 which reduced princlP~s follows:Payment Principal Intere~ TotalDate Amount AppJfed Payment
985,18 $ )5.295.
088.00 $/6,192.
192,94 ;$ 6,087,
300,04/ $ 5,980.46
409.35 $ 5,871.
52q~2 $ 5,759,
6~.79 $ 5,645,
5.151,01 $ 5,529.
05-Feb-
05-May-OO
05-Aug-OO
OS-Nov-
05-Feb-O1
05-May-O1
05-Aug-O1
05-Nov-O1
$ 11,280.
$ 11.280.
$ 11.280.
$ 11,280.
$11,280.
$ 11,280.
$ 11,280.
$ 11.280.
Total PrincipalllnterestITotal
Payment $ 42,882.23 $47,361.77 $90,244.
Outstanding Balance at
Nov-$ 262,345.
At this point Carraige ceased making payments for the next 9 months. An Interest only payment was received on August 2, 2002 Intended
to bring interest current through Augu~ 2002. The amount was $16,232.64. The principal amount, however, remained unchanged
at $262,345.60
Carriage has not made a payment since August 5, 2002. The accrued interest outstanding on the loan as of August 31, 2003 a period of 391 days.
At 000226% per day simple il1~rest, accrued interest due to United Waterworks is $23,185.24 (391 days ~ 8.25% per annum.
Accordingly, to make Unite~Waterworks whole as of August 31,2003 would require:Principal $ 262,345,
Accrued Interest $ 23;185,
Total $ 285,530.
umrea vvarerwol'KS
25% Design Build Promissory Note
Interest Calculation years 1999 & 2000
Drawl
Repayment
Date
Drawl(Repayment) BeginningAmount Interest Balance Interest Period
Daily Accrued
Days Interest Rate Interest
000226 896.
000226 331.
000226 005.
000226 314.
000226 990.
000226 226.
238 764.
000226 ' 2 463.
274 227.
517/1999 65,000.65,000.517/99 to 717/99
717/1999 39,000,896,104,896.7/8/99 to 7/21/99
7/21/1999 15,000.331,120 227.7/22/99 to 8/27/99
8/27/1999 000,005.193,233,8/28/99 to 10/19/99
10/19/1999 45,000.314,240,547.10/20/99 to 12/13/99
12/13/1999 58,000,990,301 537,12/14/99 to 12/31/99
1999 ACTIVITY ytd to 12/31/99 294,000.
12000 ACTIVITY ytd to 2/5/00 226.302 764.54 1/1/00 to 2/5/00 '
Total ACTIVITY TO 2/5/001 294,000.
Loan Amortization
Ca"iage Hill, LLC
Date
Payment Payment
Number Amount Interest
Principal
BalancePrincipal
Principal Borrowing
Interest accrued during draw down period 517/99 to 2/5/00 added to principal
294 000,
11,227.
305,227.
2/5/2000 11,280,985.18'295,300,242.
5/5/2000 280,088,00'192,295,154.
8/5/2000 , 11 280.59 -....--..192,94'087,289,961.
11/5/2000 ;f7-280,300.04'980.46 284,661.
~~'
I,
, t. ,2/5/2001 280.i7r,409.35'871,279,252.
5/5/2001 280,520.92'759.273,731.
8/5/2001 280,50 ~~
;/.;
634.79'645.268,096.61,..
11/5/2001 11,280.5D '
j:,,
751.529.49 262 345.6d-:;'~p'
, '"'-
2/5/2002 280.869,5,410,256,475.
5/5/2002 280,990.289,250,485.
8/5/2002 280,114.166.244 371.
11/5/2002 280.240.040.238,130.
2/5/2003 280,369.911.45 231 761.
5/5/2003 280.500.42 780,225 261.
8/5/2003 11,280.634.49 646.218,626,
11/5/2003 11,280.771,509.211 855,
2/5/2004 280.910.369.204 944.
5/5/2004 11,280,053.226,197 890,
8/5/2004 11,280.199,081.190 691.
11/5/2004 11,280.347.48 933.183 344.45
2/5/2005 280.7,499.781.48 175,845.43 '
5/5/2005 11,280.653,626.168,191.
8/5/2005 11,280.811,3,468.160,380,
11/5/2005 11,280.972.307.152 407.
2/5/2006 280,137,143.144 270.44
5/5/2006 11,280,304.975,135,965.
8/5/2006 280.8,476,804.127 489.
11/5/2006 280.651,629.118,838.
2/5/2007 280.829.46 451,110 008.
5/5/2007 280,011.268,100 997.
8/5/2007 11,280.197.43 083.799.
11/5/2007 280.387.893.412.
2/5/2008 280.580,699.831.
5/5/2008 280.778.502.63,053.
8/5/2008 280,980.300.48 073.
11/5/2008 280.10,185.094.887.
2/5/2009 280.10,395,884,491,
5/5/2009 280.610.670.881.43
8/5/2009 280,829,451.052.
11/5/2009 280.052,227.
Grand Total 451 219.305,227.145,991.
JOANN C. BUTLER
SAI\iDRA L. CLAPP
KELLY M. GARRITY
L. VICTORIA MEIER
MICHAEL T. SPINK
[phone] (DIRECT)
oJ B UTLER(g)S BC-A TTORN EYS .COM
October 22, 2003
Paul,Raymond (via Facsimile u.S. Mail)
City of Nampa Public Works Department
411 3rd'Street South
Nampa, IO 83651
R E CE IV ~
OCT 22 2003
UNiltEO
~, "
:1=::"
- - '" '--. ,
Sandi Johnson (via Facsimile& u.S. Mail)
The Development Group, Inc.
PO Box 1184
Nampa 'ID 83653.
Greg Wyatt (original via Hqnd Delivery)
, United Water Idaho Inc.
, 824~,W. Victory Road
Boise, ID 83709
RE: Carriage HilllNampa
SBC File No. 21220.13,
fC ( &-f /VA-
" \, '
Dear Sandi, Greg and Paul:
---
, Enclosed is a fully signed copy of the Memorandum of Understanding by and among the City of
Nampa U:t1ited Water Idaho Inc., Carriage Hill C. and United Waterworks, Inc.
I want to extend ,my thanks to everyone who worked so hard to pull this together. I look forward
to working with everyone on the purchase agreement.
251E. FRONT STREET
SUITE 200
RO. BOX 639
BOISE. IDAHO 83701
Sincerely,
~\-J
JoAnn C. ButlerJCB:laa
, Enclosurecc: Tim Farrell (w/encl. via fax)
208-388-1000
208-388-1001 (F)
Www.SBC-ATTORNEYS.COM
'. ". ,J."
' .
Parties:
Property:
Project:
Domestic
Water System:
MEMORANDUM OF UNDERSTANDING
October 15, 2003
City of Nampa, an Idaho municipal corporation ("Nampa
) ,
United Water Idaho Inc., an Idaho corporation ("UWID"
Carriage Hill, L.L.C., an Idaho limited liability company ("Carriage Hill"
United Waterworks, Inc., a Delaware corporation ("UWW"
See Exhibit A, attached hereto and made a part hereof.
Canyon-County-approved single-family residential subdivision, known as "Carriage Hill
Subdivision" and consisting of 264 lots located west of Middleton Road and north of
Greenhurst Road in southwest Canyon County. The Project is located in the Nampa
Area of City Impact, which is that particular area of Canyon County that eventually will beann~xed by Nampa.
The term "Domestic Water System" shall mean the wells, pumps, motors, measuring
devices , electrical and control equipment, valves, distribution lines; service lines between
the distribution line and the meter box, fire hydrants, services and customer meter ,setters,
meter boxes, lids and meters, the welllot(s), easements for access to the welllot(s) and
improvements, the well house(s), groundwater and groundwater rights, and any and all
easements necessary for the maintenance and operation of the Domestic Water System
constructed by Carriage Hill to serve the Project and any approved development of the
Property, all as required and approved by, without limitation, the Idaho Department of
Environmental Quality, Idaho Department of Water Resources, and the Idaho Public
Utilities Commission ("IPUC"), as applicable. The Domestic Water System is more
particularly described in that certain Warranty Deed and that certain Bill of Sale, attached
hereto as Exhibit B and made a part hereof, which description will be confirmed and
contained in the Purchase and Sale Agreement.
Chronology & Background:
On January 21 , 1998 Carriage Hill received preliminary subdivision plat approval from
Canyon County in connection with the Project, which approval contemplated the
construction of the Domestic Water System.
On or about November 20, 1998 UWID and Carriage Hill entered into that certain
Residential or Multiple Family Housing Non-contiguous Water System Agreement (the
Water System Agreement"), which Water System Agreement provides for, without
limitation: the permitting and construction of the Domestic Water System including the
source of supply; the transfer of the Domestic Water System from Carriage Hill to UWID;
upon such transfer, the operation and maintenance of the Domestic Water System by
UWID; and the payment by UWID to Carriage Hill of an amount not to exceed $800.
per lot as reimbursement for the advanced cost of the source of supply following the
connection of each lot in the Project to the Domestic Water System.
On November 30, 1998 Carriage Hill executed that certain Design-Build Promissory Note
in favor of United Water Works Inc., a Delaware corporation, in the original principal
amount of $350,000.00 (the "Promissory Note
On or about November 30, 1998 the principals of Carriage Hill executed that certain Joint
and Several Individuals' Guaranty in favor of UWID (the "Guaranty
MEMORANDUM OF UNDERSTANDING-
S:\Docs\Development Group Inc\Carriage HiII\AGR\MOU with Exhibits.DOC
I '
, .; ,
I '
. '
Review:
Purchase
Agreement:
On March 9, 1999 the final subdivision plat for a portion of the Project known as Carriage
Hill Subdivision No.1 was recorded in Canyon County.
On December 29, 1999 Carriage Hill transferred to UWID that portion of the Domestic
Water System in connection with Carriage Hill Subdivision No.
Nampa has extended its municipal water system to the intersection of Middleton Road
and Iowa Street in Nampa s City limits in the vicinity of the Project.
On August 15, 2003 Nampa indicated its desire to enter into negotiations with UWID and
Carriage Hill in connection with ownership, operation and maintenance of the Domestic
Water System, and the connection of the Domestic Water System to Nampa s municipal
water system.
Approximately 25 lots in the Project have been connected to the Domestic Water System.
On August 25, 2003 Carriage Hill requested a waiver from Idaho Department of
Environmental Quality ("DEQ") regulations to allow an additional 1 0 lots in the Project to
be connected to the Domestic Water System prior to the installation ora second source
supply, which second source of supply will take the form of connection to Nampa
municipal water system (provided the parties are able to negotiate a Purchase and Sale
Agreement, defined below) thereby precluding any additional immediate groundwater
development.
For a period of thirty (30) days after the date hereof, following reasonable notice to UWID
Nampa, Nampa s employees, agents and/or consultants , at Nampa s sole cost and
expense, shall be granted a right of entry to the Property and shall have the right to
conduct, review and confirm, to Nampa s reasonable satisfaction, test results in
connection with any and all wells, engineering tests, appraisal(s) and related studies
deemed necessary by Nampa in preparation for the ownership, operation and
maintenance of the Domestic Water System (collectively, the "Review
).
Nampa shall
indemnify, defend and hold UWID and Carriage Hill harmless from and against any and
all claims, liens, liabilities, losses, damages, costs and expenses resulting from Nampa
activities in, on or about the Property pursuant to the right of entry granted herein;
provided, however, that Nampa shall not be responsible for any existing condition of the
Property or the Domestic Water System.
Provided Nampa is satisfied with the results of the Review, as soon as practicable
thereafter, the parties shall enter into negotiations with the intent to enter into a Purchase
and Sale Agreement that may include the applicable terms and conditions of this
Memorandum of Understanding and other mutually agreeable terms (the "Purchase and
Sale Agreemenf'). The parties hereto shall cooperate fully with each other and all other
parties in connection with each other s efforts hereunder including, without limitation, in
connection with the drafting of the Purchase and Sale Agreement. If the parties hereto
are unable to reach a mutually agreeable Purchase and Sale Agreement on or before
December 31 , 2003 (unless this Memorandum of Understanding is modified by the
parties hereto), this Memorandum of Understanding shall be null and void and of no
further force and effect.
The Purchase and Sale Agreement shall clearly state that Carriage Hill shall consent to
the annexation of the property into Nampa following: 1) closing of the transaction
contemplated by the Purchase and Sale Agreement; 2) the transfer of the Domestic
Water System to Nampa; and 3) Nampa s completion of the facility extension.
Consideration: The purchase price of the Domestic Water System shall be a sum mutually agreed upon
by the parties hereto, which sum shall be recited in the Purchase and Sale Agreement.
MEMORANDUM OF UNDERSTANDING - 2
S:\Docs\Development Group Inc\Carriage HiII\AGR\MOU with Exhibits.DOC
, ,. '
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Conveyance:
Regulatory
Approvals:
I .
The Domestic Water System shall be transferred and conveyed to Nampa by UWID,
through bill(s) of sale, warranty deed(s), easement(s) and/or other transfer documents
acceptable to Nampa and as required and approved by, without limitation , the Idaho
Department of Environmental Quality, Idaho Departme~t of Water Resources, and the
Idaho Public Utilities Commission ("IPUC"), as applicable, within thirty (30) days after
receipt of approval by all applicable governmental agencies, or at such other time as the
parties shall mutually agree. Immediately following closing, the applicable parties thereto
shall terminate and cancel the existing Promissory Note, the Water System Agreement,
and the Guaranty.
The Purchase and Sale Agreement shall require approval by the IPUG prior to any further
action of the parties hereunder. Approval by the IPUG shall include the exhaustion of all
appeals and/or the conclusion of all appeal periods. The costs of filing and obtaining
IPUC approval of the Purchase and Sale Agreement shall be the responsibility of
Carriage Hill, LLC.
The parties hereto shall cooperate fully with each other in connection with each parties
efforts to obtain, without limitation, all necessary permits, information, easements and
consents required by the appropriate federal , state or local governmental authorities,
agencies or officials as may be required in connection with the subject matter hereof.
Extension of Nampa
Facilities to
Project:As soon as practicable after the transfer of the Domestic Water System, Nampa shall
commence and diligently complete the construction of the facility extension and ,single
intertie between the Domestic Water System and Nampa s municipal water system. The
cost of the construction of the facility extension and intertie between the Domestic Water
System and Nampa s municipal water system shall be borne by Nampa at Nampa s sole
cost and expense.
The following schedule shall apply:
Nampa shall develop design plans for the facility extension and submit such plans
to all applicable reviewing agencies within 45 days of the complete execution ofthe Purchase Agreement.
Nampa, or Nampa s designee, shall commence construction of the facility
extension within 60 days following receipt of approval from all applicable
reviewing agencies
Nampa, or its designee, shall complete construction of the facility extension and
single intertie within 60 days following the commencement of construction of the
facility extension.
Assumption of
Operation and
Maintenance: Upon transfer of the Domestic Water System , the Domestic Water System shall become
a part of Nampa s municipal water system and Nampa shall assume the continuous
operation and maintenance of the Domestic Water.
Notices:All notices, demands , requests, and other communications in connection with this
Memorandum of Understanding shall be in writing and shall be deemed properly served
or delivered, if delivered by hand to the party to whose attention it is directed, or sent via
facsimile, or when sent via mail, two (2) days after deposit in the U.S. mail , postage
prepaid , by registered or certified mail, return receipt requested, addressed as follows:
MEMORANDUM OF UNDERSTANDING - 3
S:\Docs\Development Group Inc\Carriage HiII\AGR\MOU with Exhibits.DOC
If to Carriage Hill:PO Box 1184
Nampa, Idaho 83653
208/461-2556
208/461-9428 (fax)
PO Box 190420
Boise, Idaho 83719-0420
Attn: Vice President
208/362-7327
208/362-7069 (fax)
If to UWID:
If to Nampa:411 Third Street South
Nampa, Idaho 83651
Attn: Paul Raymond, P.
208/468-4420
208/465-2261 (fax)
or at such other address or to such other party which any party entitled to receive notice
hereunder designates to the other in writing as provided above.
Default:If any party shall fail to perform such party's obligation(s) contemplated herein for any
reason , other than the failure to obtain applicable government approvals or other
unavoidable delays as described herein, one or both of the parties may pursue any and all
remedies at law or equity; provided, however, all parties affected by any default agree to
attempt to mediate a settlement in good faith prior to initiating litigation. In the event
litigation is filed, the prevailing party or parties shall be entitled to an award of reasonable
costs and attorneys' fees.
, \
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Unavoidable Delays
and Default: Each party shall be excused from further performance under this Memorandum of
Understanding as a consequence of any delays or defaults in the performance of this
Memorandum of Understanding unavoidably caused by the act of any governmental
authority, the act of any public enemy, acts of God, nature, war, war defense condition,
strikes, walkouts or other causes beyond the control of the party whose performance isimpaired.
Assignment:This Memorandum of Understanding is binding on the parties named herein, their heirs,
successors, and assigns. This Memorandum of Understanding shall not be assigned
without the written consent of the other parties hereto not to be unreasonably withheld.
MEMORANDUM OF UNDERSTANDING - 4
S:\Docs\Development Group Inc\Carriage HiII\AGR\MOU with Exhibits,DOC
I .
This Memorandum of Understanding sets forth material terms of the anticipated Purchase and Sale
Agreement between UWID, Nampa and Carriage Hill in connection with the Domestic Water System, the
Property, and the Project. UWID, Nampa and Carriage Hill are duly authorized to execute this
Memorandum of Understanding and agree to the terms and conditions'set forth herein.
UWID:UWW:
United Water Idaho Inc., an Idaho
corporation
United Waterworks, Inc., a
Delaware corporation
By:BY:
~-
Its: IS (iJ~fi
NAMPA:CARRIAGE HILL:
By:
Development Group, Inc., an Idaho
corporation
ATTEST:By'
By:
MEMORANDUM OF UNDERSTANDING - 5
S:\Docs\Development Group Inc\Carriage Hill\AGR\MOU with Exhibits.DOC
. ," ,, \, '
EJJI.it A.
'apl....
:BX1IDX'l -A" (CU%'1. IU.
" -...
Apa:cel of land 10cate4 in the SOUth Balf.8ectiCA31. ToWA8b1p ) 110"11, Rang. 2 ."'it."1,. ~1:.i..41m. CQyoi). Ccunty.Idaho, 1I!O;te .particu.1Vly c1e:8cr:Lb8du foUowi::
OCINMBNCDfQ at the Borthw.t corner of ,aid S!)Utb Balf, Sec:~~ eWelt
~-
CO1'AC%,8ec:U- ,)1)" tbe1ice
. 110m". is' 43" Bast.. 1ihtance of 2..25.45 feetaloa.g )Jortberly li~.of ..:l4 to\athBaU, elct;1on 3)" to tAt am 1'OXN'l OPQQXNNDlCh tbence continuing .alo~ ...id)Jortherly11..
1rcn:th 8'- 15'41- a..t .. dittance of 31'.'0 feet 1:0 a found al~ ~ 1IIOAWIent 'lllUkiag
tbe eenterQUU-te. CQmctr ot .aid Section3l.l tb.ence aloog ..14 ~Qrly line of .
South Half. $ection 31
)lortb"- 1" 20" a..t a 4htance of 1.241.82 feet to -- poi-nt. fJ:QID vMc:h point thAI.orthaNt comer of 8ud$OUth lialf, secti0l131 ....t Quart" come%'. Section 31) hearl.ort~ at- lfif 20" E.,ea dbtaJ1ce of 1,3" .31 feet; thencel..vin9 Iud lJortherly line
SOUUaO1- ,U' 4." .en acUltance ot 228~O7 feet to . POiD.t; d1ance
soutb 85- 25' 27!8BQt a dbtance of 1S7.3' feet to . poUat# thence
8ou~O4.3'" .
),.
Wat a 4btance of $0 ~..tto.a point, tb4mc.
8011th 1.4" """ .1'8 w..t .. 4i.tance of 14'.3'~.8t to a poiDtl th&ce
. South 54. 11' 38. But .. dhtane. of 100.fe.ttO apoiDt 1 theDce
8o\Jtb~8. 31' 5'. ..at .. dbtance of 100.11 feet to . po!Qt, thence
Sout:h 71830' 3.. W..t . 41stanee of 138.'75 feet to a point of Mn...tangent curvatun, to
w1U.ch poili.t .. *,a4iaJ, line b6US Wo11:.b "71- ao' 3'. But,
Southerly.. distance of)). 05 teet along. CIUZ'V8 to 1:b8 dght having a t'adiu of 165 f"t,
a CGt:r.l angle of 118 28' 31" ,and being 8ubte.ndedby .. long
~.
oC ::n teet which b..n
south 128 45' 0311 Bast: to .. point of tqgency; th4JQCe
South 0.,8 00; 438 1ut . dbtanc. of "1'7 f..t to . peat; ~C.
SO\1th 0'8 10' 018 '.st a dhtance of 7f.19 f.et to . point, tbenca
South 218 38' 55- h8t a 4i8tance of 102.05 f..t to. 1X2:i.~t, thence
South. .". 59' Sl!11 We.t a dbt~e. of 234.41 feet to a point ofoon-tangent C1UVatUX'e. to
which point a radial line bears South 3'8 391 :2t8 We.t: thence
Northerly a di8tance of 25. 7,c feet: alongI. curve to the right having aradiwr of 20 teat,
(Continued)
. "" .. .
EdiWt A
Pap 2 or 4
J)ssaunow (~at1nu.d)
c:entral angle of 73-
..,,'
01" aM bdl2Q .~t.nded by,. lOllS cbo~"f 2. !..t wbid. Mad
.0X't:b 14-28' 3" ".'at to . point of 11OJ'.-t.uteru:yl
6'. 3iJ 35. W..t .. distance ot f..t to a point ef'ftOD-t.,..tat ~1:UZ8. to .bid1
point . ~a41A1 11A. :b."1'8 SQ\&t.b ". 3"3S. But; tb8ac8
Northerly. -U.tanc,e of 51.
..*:
.1009 .. curve to tM left,. ~adi_O.2'O f..t.
'Qent2:al aAgle of 118 20'50. and beinvaubt.n4e4 by along chord of 51.61 fa. WhiCh
~aI'8Jto%.'th 1'. 43' 00 II ...,t to a ;u)i.t:. ot ~-tang-qr; QItAC8
)forth 1o.28~ 1~. w..t .. cU.*tuce ot J.61.72 teet to a point; tbeQoe
Ho~'1. 0,3.- 14..t a cli..taco. 01 50 f..t;tb.~
South 28- 56' 26" Me.t a distance of 55.04 f.et to apolntj theoce
South .2- 1" 0'. -..t _distance of 21.41 feet to. point; t.1wmc:.
SO\1th 17- 20' SSw We.t . distance of 16' .ea feet to .po:iutJ tn_c.
North "5'7' 3a" Mest a distance of 11'.10 feet to a poiat# tbeDc.
North .1'. 02' 04" "eat a di8tMQ. of no f..t to apoLD'tJ tAPC-
North 018 2" 2'- Ea8t a di.~.~ of 11$ -!..t to a point;
South 8'. 1" 1S- W_..t . di.tance of 185 '..t to . pQi_,,; to_c.
South O' 04' 30M ...t . di.t~ce of 28.15 feet to . pointl thence
South :8S8 55' 30.Weat a di.t,U\c:e of 224.18 feet to a poiDt1 ~ce
Scrth 00. 23' 5S. We.t a 618tance ot 138~ 78 feet to . POlntl thenc.
North 338 00' 0'" W..t & distance of 587.'4 feet t.o the aML tODf'l' 0'1
. ', ., ,
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~ibit It.
1'.3., 4
HUBBLE ENGINEERING, I,NC.
701$. ~ 81., Suitt 102 . MetkUft, to 83642 2O8Im-eta. lID 2O8f3'7H328
Jan'*"Y23, 2001
Carriage HIli Subd1vlslon No.2
A .l1cal of land totaled In tht NOJth 112 of the 'SE ".. of ~n 31. T.
3N"R. 2W.. S.M" Canyon County. Idaho. more J)atticularty' delCli)ed .'bltowa:
Commencing at the 114 corner common to Section 8.T. ZN., R. 2W.. and
the $ilJdSection 32. from which the SOCJtbeast comet ofllid Section 3 t beara
North 8S83TOS" East. 2644.21 feet thenceatong the 'NOrth-SOUth mickection
Une of said Section 31 North, 00.23'55- We.t 1303.50 feet to tht 041/16 comer
and the REAL POINT OF BEGINNING.
' .
thence continuing North Ocr23'SS" West. 673.56feettothesouthW88t '
corner of Carrilt.. HW 'Subdivumm No.1, a. same ia I'tCOI'ded in 8ook 280' ,tats
at page 28. Records of C.nyon County. JAbo:
thence, .10 ng theaoufher1y bO~ of MId aubdivisJon Nonh88 'SSW
eut. 22-4.78 feet:
NorthO18Q4'30" West. 28.15 feet,
North 87-"T1S- East. 185.00 feet:
South 01'29'2'" Weat. 115.00f8et;
South rrO2'04- Ea.t, 110.00 feet;
South 64.67'32" eatt, 108.85 feet;
NoAh 7r2Q'551' East. 174.87 feet
Notlh 42819'03- East. 24.38
North 28.66'26'" East, 54.22. feet.
South 61.03~. east, SO.OO feet;
South 70.O4-s411 felt, 168.63 felt;
I:'\WI~
~~"'
t..pI ~"",,11iII $- 81_,
. .
. f
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EsJ6It A
PageA"
thence 81.49 feet along thearcof8nMotangenlcurvetoth8 righttt.ving
18dtuaot260.00 fnt. a central ana" of '1~O'$o-, tnd I-long obordbearingSouth lr43W \Nest, 51.41 feet
thence South 81.arSst' lB. 50.00 fMt
thence 2$.74 fee!Jlrong the are 0' anc~~.tC&We'O thttKhaving I
.taclusof 20.00 feet. 1 central .OSle of 73-44'01"
.,
long chord bearing
South,-4 -28'S- eat. 24.00 fMt;
thenCe Nor1h' 7e-S9-S1Eut,2A1.5SfMt;
thtnce departing Aid southerly bouhd8ry80,,1h 21ewSS- l:ast.195.feet
thence South30-SO'44" Ea.t 2418.17 feeUo -.pOintan the $DUtb bound8IY
of the Ntmb112of" $E 1/4
thence atons said boundarySouIh, ."srl'" w.. 1421,,10 -feetta the
Point of 8eginning .. 'ContaininG 15..57 tterM,mct!nlottJa
PtIP..a-w:
HUBBLE ENGINEERiNG INC.
O. Terry Peugh, P.
J:!tP,*~'~
....~
HII'~."
.. .. .. .
EXHIBIT B
Page 1 of 3
After recording send to:
JoAnn C. Butler
Spink Butler Clapp, LLP
O. Box 639
Boise, Idaho 83701
FOR RECORDING INFORMATION
WARRANTY DEED
United Water Idaho Inc., an Idaho corporation, hereinafter referred to as "Grantor," for valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, does hereby grant, bargain
sell , convey, and warrant unto the City of Nampa, an Idaho municipal corporation, hereinafter referred to
as "Grantee," whose address is 411 Third Street South, Nampa, Idaho 83651 , the real property located in
Canyon County, Idaho, more particularly described as follows, hereinafter referred to as the "Premises:'
Lot 14, Block 1 , Carriage Hill Subdivision No.1, Canyon County, Idaho, according to the plat filed
in Book 26 of Plats, Page 29, records of said County; as Amended by Affidavit Authorizing
Correction to Plat recorded May 7, 1999, as Instrument #9918077, including all ground water and
ground water rights, pumps, buildings, sources of supply, and other improvements in connection
with such groundwater and groundwater rights, and sources of supply; and excluding surface,
water and surface water rights, ditch and ditch rights, minerals and mineral rights, and irrigation
equipment.
TO HAVE AND TO HOLD the Premises, together with its tenements, hereditaments and
appurtenances thereto belonging or in any way appertaining, the reversion and reversions, remainder and
remainders, rents, issues and profits thereof, including, without limitation, all water and water rights,
ditches and ditch rights, water storage rights, the right to ground water, middle rights, easements, and
rights of way, unto Grantee and Grantee s heirs, successors and assigns forever. And Grantor does
hereby covenant to and with Grantee that Grantor is the owner in fee simple of the Premises; that the
Premises are free from all liens, claims and encumbrances, and that Grantor shall warrant and defend thesame from all claims whatsoever.
IN WITNESS WHEREOF, the undersigned have caused their names to be hereunto ascribed this
day of 2003.
UNITED WATER IDAHO INC.,
an Idaho corporation
By:
Its:
, ., \
EXHIBIT B
Page 2 of
BILL OF SALE
United Water Idaho Inc., an Idaho corporation, whose address is 8248 Victory Road. Boise, Idaho
83709 ("Seller"), for valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
, does hereby sell, assign, transfer, and set over to City of Nampa, whose address is 411 Third Street
South, Nampa. Idaho 83651 ("Buyer"), the following property described on Exhibit A, attached hereto and
made a part hereof (the "Property").
Seller hereby represents and warrants to Buyer that Seller is the absolute owner of the Property,
that the Property is free and clear of liens, charges and encumbrances, that Seller shall defend the same
from all claims whatsoever, and that Seller has full right. power and authority to sell said Property and to
make this Bill of Sale; provided. however. Seller has neither made nor makes any warranties. whether
expressed or implied. concerning the condition of the Property. and Buyer takes and receives the Property
AS IS"
, "
WHERE IS". with "ALL FAUL TS"
. ,
IN WITNESS WHEREOF. Seller has signed and sealed the Bill of Sale this
2003.
day of
UNITED WATER IDAHO INC..
an Idaho corporation
By:
Its:
" ,
I '
. " ,. .
EXHIBIT B
Page 3 of 3
EXHIBIT A TO BILL OF SALE
Physical Description of Domestic Water System
Distribution System
1839' - 8" PVC Water Main
1281' -12" PVC Water Main
29 - 1" Domestic Services
1 -3" Irrigation Service
5 - 6' Fire Hydrants
Source of Supply
16' x 32' Well House
18" Supply Well
Mechanical Piping
2 - Submersible Pumps
Communication, Control, Telemetry Equipment
Land
Well Lot
Associated Landscaping
Irrigation System
. "", \, ',,).
MODIFICA TION AND EXTENSION OF
MEMORANDUM OF UNDERSTANDING
This Modification and Extension of Memorandum of Understanding (this
Modification ) is entered into effective this 31st day of December, 2003, by and among the City
ofNampa, an Idaho m~nicipal corporation ("Nampa ), United Water Idaho Inc., an Idaho
corporation ("UWID"), Carnage Hill, L., an Idaho limited liability company ("Carnage
Hill") and United Waterworks, Inc., a Delaware corporation ("UWW"
).
Nampa, UWID,
Carnage Hill and UWW are sometimes hereinafter col1ectively refeITed to as the "Parties.
RECIT ALS
A. The Parties entered into a Memorandum of Understanding dated October 15,
2003 , outlining vari.ous tenns of negotiations for a Purchase and Sale Agreement in connection
with the ownership, operation and maintenance of the .Domestic Water System constructed by
Carnage Hill for the Carnage Hill Subdivision ("Memorandum of Understanding
B. The Memorandum of Understanding contemplates that in the event the Parties are
unable to reach a mutually agreeable Purchase and Sale Agreement on or before December 31
2003, the Memorandum ofUriderstanding shall be null and void, unless otherWise modified by
the Parties.c. It is agreed that it is beneficial to all Parties, and the Parties now desire, to modify
the Memorandum of Understanding and extend the date by which all Parties are to reach a
mutually agreeable Purchase and Sale Agreement from December 31 , 2003 to January 30, 2004.
Now, therefore, in consideration of the Recitals above, which are incorporated below, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged and received, the Parties hereto agree as follows:
AGREEMENT
1. The Parties agree to modify the Memorandum of Understanding and extend the
deadline within which the Parties are to reach a mutually agreeable Purchase and Sale
Agreement from December 31 2003 to January 30, 2004. The Parties agree further that in the
event the Parties are unable to reach a mutually acceptable Purchase and Sale Agreement on or
before January 30, 2004, the Memorandum of Understanding shall be null and void, unless
otherwise modified by the Parties.
2. The Parties agree to continue to cooperate fully with each other in connection
with efforts under the Memorandum of Understanding including, without limitation, the drafting
of the Purchase and Sale Agreement
3. All other provisions set forth in the Memorandum of Understanding remain in full
force and effect, and are incorporated herein by reference. If there is any conflict between the
MODIFICATION AND EXTENSION OF MEMORANDUM OF UNDERSTANDING -
provision of this Modification and/or the Memorandum of Understanding, this Modification shallcontrol.
4. All capitalized tenDS used but not defined in this Modification shall have the same
meaning as found in the Memorandum of Understanding.
5. This Modification may be executed in counterparts and transmitted by and
between the Parties by facsimile, each of which counterpart shall constitute an original, 'and all of
which, when taken together, shall constitute one Agreement.
' .
UWID, Nampa, UWW and Carnage Hill are duly authorized to execute this Modification
and Extension of Memorandum of Understanding as of the date first written above, and ,agree to
the tenDS and conditions set forth herein.
UWID:uww:
United Water Idaho Inc., an Idaho
corporation
United Waterworks, Inc., a
Delaware corporation
By:By:
Its:
NAMPA:CARRlA GE HILL:
Development Group, Inc., an Idaho
corporation
By:
Tom Dale, Mayor
,., ,,./ ,.
By: /
William D. Tate, Pre Ident
:-.
ATTEST:
By:
City Clerk
MODIFICATION AND EXTENSION OF MEMORANDUM OF UNDERSTANDING - 2
. ,' .
provision of this Modification and/or the. Memorandum ofUnderst~din~, this ~odification shall
control.
4. All capitaJized terms used but not defined in this Modification shall have the same
meaning fo~nn in the MemoTandurh of Understand mg.
5. This Modificauon may be executed in collntf:1:parts and transmitted by and
. between the Parties by facsimile, each of which counteIpart shan constitute an origiria1~ and all
which, when taken together, shall constitute one Agreement.
, .
. By:
Gregory P. yiyattJ Vic~ President
, UWID Nampa, UWW and Carriage Hill are duly authorized to execute this Modification
,.
on. ., . "
and Extension of Memorandum ofUDderst~nding as oftbe date un;t written above, and a~,-t9'
;.., ." "p "
the terms and conditi~~s set forth herein.
~~~
't1 N~~~~~B~
' :"
SWOfAtO"'" 8UbK~p ...
. .
UWW
~'-.~lN8 t~t,ii' ~ ~. ~J"~~(IV
~.,......
.1..
' ~~,~ '
~4.tJ
~ -=:=.. ';. "- ..,.... .
UnIted WaterwoI , Inc."
' ";;..-':"... ~:..~ ",:... '::
De1~ware c~on
' ..~ "~ "
By:-J' ~/~
~!.
Its P2j:.:5"1 v/EA/T
~ ~
u)s '
UWID :
United Water Idaho Inc., an Idaho
corporat:ioT1
NAMPA:.
. .
C.AR,RJAGE HaL:
, '
I '
. .
By:MA:
Tom Dale, Mayor
Development Group, Inc., an Idaho
Corporation
ATTEST:
B)':
City 91erk
MODIDCATION AND EXTENSION OF MEMORANDUM OF PNDERSTANDING - 2 '
. '
STATE OF IDAHO
) SSe
COUNTY OF CANYON
On this ..;J day of Jt?d3.before me, the undersigned, a Notary Public in
and for said State, persona11y appeared W, Jt t( f)1 f) fa T f'
who executed the foregoing instru~ent.
""""
IN ~~.lNE~)'!'~ave h~reunto set my hand and affixed by official seal, the day and
year In tlJif. ~ttfl'te-f~~ 61we wn tten .
/)
f.CJ ~o:.
~;"'\:' \:
. "'l":"~ 1.
\ G Notary Public for the State ofIdahci
~". 8
. .
0 ~
"1..f;'
;' ~,' ~~~~.
Commission Expires: 0/::;) ()
---------- -
fiEB-O2-2004 MON 09: 44 AM ENG I NEERI NG ffiX NU. ~Utiqb~~~t5!
"'~1+ "10.138 01/30 '04 16:1~ ID:sPINK BUTLER CLAPP. U.P .FA)(:208 388 1001
r. u,"
PAGE 2/ $
oIeAMN ~. ~Un..E"
5N4'D"A L. CJ..4'ft
M. GIIR~.R" I:N8~~)'
L. V'C:TDIUA ...."
MIC"'~\. T. I..,""
(aCta) a."1Q.~olll"'T"'8.(it .G-AT"tIUC"IY~ .CON
Jan\W'Y 30, 2004
V", FlIC.1#mlJe
OtcgQJy P. Wyan
United Water Idaho Inc.
O. ftox 190420
BQiso. II) 83719-0420
United W atorW~ Inc.
c/o U~ited W._l4ahn Inc.
Sandra Jolmsoft
Dcvc1opIDCQl Group, In;,
O. Box 1184
Namp., ID 836S3
PaId 1bymQnQ, P\\blic Works PiroeU)r
Ci1)l 0 f Nampt.
411 Third Sa-ca So"uk
Nampa, Idabo 8365
BE;- Memor...dua Qf tJ..dm~adi."Carr"8' H1U
SIC FOe No.211H.13
La4iC610enucmon:
Ai you )g)ow, ~c Mcmctan4\= oftJndcfStan4ina. dated O$ber 1St 2003. as a~cd an Dccember31,2003, by and ~eon the pardos referanoed eQ'Vo (ma .'MOtP~. wil1 oxpjro on laINa:Y 30.2004.Th~ Purc~ and Sale: ~emem con=nplatCI4 by the MOt.! to be cx~ by January 20, 2004, baGbeen d:&ftoc.1 and is under Tmow by UlO panios. ThaI review baa no~ booQ oompl0c0d~ Our~.ncUni is ~t Uses panics desire 10 cantin1:l0 fbair rcvit:W cd to reach . lRLU11aUY"'srccab~aBl"eement.
: ,, '
AocorcUnaiY, with We lercer agreement 1ht panie8 'lccoWledle their aareemont f.O extend me MOU
an4 Che date by wbio1\ Pw-cbue an4 Sale Aarccmon~ win be QQmplotA:~ 80 February 17,2004. Thisletter ac- om=may be excoutcd in one Of more counrcrparA L*h otwhich sball b~ an original but aUof which fOa;tbcr will consUMe on; =c1 tho GamC 4ocum=t.
If mia letter mcctI wi~ your asrocmcnt, would yo~ p1c:ale SQ lignify by excc~ this 1e~or lAdrctUrnina the same 10 me 'Via flDaimUe.
2i!SI IE. ~ST'AIii:""
Owrrc ace
III'Q. a.c:.c a=9
8018&" lea-...o
~~eJYI
1 oJ:~"
JoAnn ButtA'
. 1CB;ajc
aaa..3~"iI \CeO~...MSeR
WtNW.
LOCATION :2084652261 RX TIME 02/02 '04 09: 42
February 20, 2004
Via Facsimile
Gregory P. Wyatt
United Water Idaho Inc.
P. O. Box 190420
Boise, ID 83719.,D420
United Waterworks, Inc.
c/o United Water Idaho Inc.
RE: Memorandu.m of Understanding/Carriage HUI
SBC File No.: 21220.
Ladies/Gentlemen:
JOANN c. BUTt..IO:~
SANDRA L. CI-APP
M. GRKGORY EMBREY
Lo. V.CTORIA MEI~R
MICttAEI- T. SPINK:
(208) 388.'083
.I8UTI-.IO:Jt(g)~aC.ATTO"N EV. .CO,",
Sandra Johnson
Development Group, Inc.
O. Box 1184
Nampa, lD 83653
Paul Raymond, Public Works Director
City ofNampa
411 Third Street South
Nampa, Idaho 83651
As you know~ the Memorandum of Understanding, dated October 15 2003, as am~nded on December
31,2003 , and January 30, 2004 by and between the parties referenced above (the "MOU") must be
extended. The Purchase and Sale Agreement contemplated by the MOO, has been drafted and is under
review by the parties. That review has not been completed. OUf understanding is that the parties desire
to continue their review and to reach a mutual1y-agreeable agreement.
Accordingly, with this letter agreement! the parties acknowledge their agreement to extendtheMOU
and the date by which the Purchase and Sale Agreement will be completed to March 12, 2004. This
letter agreement may be executed in one or more counterparts each of which shaH be an origina1 but all
of which together win constitute one and the same document.
If this letter meets with your agreement, would you please so signify by executing this letter and
returning the same to me via facsimi1e at your earliest convenience.
incerely
~I\~i'
JoAnn Buder
JCB:jkw
~!51 E. STREET
$WIT!:: 200
RO. ssax 638
BOISE. IDAHO S3?'O1
208-386-1000
'-........
208-3B8-1001 (F) ~
-..........----
WWw.~-ATTORNEV$.COM
----
I ~
, ,
.JO~NN C. PUTLER
M. GftllGORV EMDReV
,"-. VICTOftlA. M~I~R
MICtU,lI:L T. S~IN.c.
[phone]
IIIUTL.ER(Q)Sa-ATTOR NEY$.COM
, March 29, 2004
Via Hand Delivery
Terrence R. White
White, Peterson, MoITOw, Gigray, Rossman.
Nye & Rossman
5700 E: Franklin Road, Suite 200
Nampa, 10 83653
Re: Carriage Hill Domestic Water System
SB File No.: 21220.
, Dear Ten-y:
Enclosed. for presentation at the City of Nampa s AprilS City Council hearing. are execution originals
of the following documents:
Purchase Agreement by and between the City ofNampa and United Water Idaho, Inc.
and
Carriage Hill..Nampa Agreement by and between the City of Nampa and Carnage Hill,
C., Triangle Dairy, Inc., and Edward Derwyn and Grace E. Shank,
" ,, '
Once the documents are executed by the City, if you would please provide me with a copy of the
executed documents, I will provide copies to both United Water and Carriage Hill.
Terry, as always, I appreciated working with you on documenting this transaction and look forward to
completing this transaction.
O. 638
BOISC. 10"'1"10 83701
208-388-1000
208-388-1001 (F)
"'-
WNW .$S-AiT'rORN~S.COM ~
-""
Sincerely.
Jl\i\n
JoAnn C. Butler
)CB/j
Enclosurescc: Gregory P. Wyattt via facsimile~ WiD encl.
Sandra J. Johnson. via facsimile. w/o encl.
Paul Raymonds via facsimile wJo enol.
~1 ~. F~NTS~~t::T
SUITE 200
251 E. FRONT STREE:T
SuITE 200
O. Sox 639
BOISE, IDAHO 83701
208.388.1000
208-388-1 001 (F)
FAX COVER SHEET
DATE:JULY 23. 2004 TOTAL PAGES SENT:
TO:
Name:Sandi Johnson NAME:Greg Wyatt
ORGANIZATION:Carriage Hilt ORGANIZATION:United water Idaho
461-9428 FAX:[phone]
FROM:
PHONE:
E-MAIL:
SUBJECT:
FILE #:
JOANN C. BUTLER
[phone]
SGALLIV AN~SB-A TTORNEYS. COM
CARRIAGE HILL
21220.
COMMENTS:
PLEASE SEE ATTACHED RESOLUTION FROM THE CITY OF NAMPA. AcCORDING TO DIANA LAMBING,
THE COUNCIL PASSED THE RESOLUTION TO CREATE THE LID AT THE LAST COUNCIL MEETING.
THEY HAD THE PUBLIC HEARING LAST MONDAY AND INCLUDED THE FIRST READING OF THE
ORDINANCE THEN AS WELL. THE ORDINANCE WILL NOT PASS UNTIL AUGUST 16TH. IF YOU HAVE
ANY QUESTIONS, PLEASE CALL.
CONFIDENTIALITY NOTICE:
THIS TRANSMISSION 1$INieNOED ONLY FOR THE use OF THE INDIVIDUAl(S) NAMI:D AS RECIPIENTS. IT MAY CONTAIN
IN180RMATION THAT IS PRIVileGED. CONFIDt:NTIAl. AND/OR PROTeCTED FROM DISCLOSURE UNDER APPLICABLE LAW INCLUDING,
aUT NOT LIMITED iO. THE ATTORNey CLIENT PRIVIL.I:GE AND/OR WO~K PRODUCT DOCTRINE. IF YOU ARE NOT THe INiENPI:D
ReCIPll:NT OF THIS TRANSMISSION. PI..t:AS1: NOTII8Y THE SENDER IMMEDIATELY BY TELEPHONE. DO NOT CELIVER. DiSTRIBUTE
OR cOpy THIS TRANSMISSION, DISCLOSE ITS CONTENTS. OR TAKE ANY ACTION IN RELIANCE ON THE INFORMATION IT CONTAINS.
!!yatt, rei
From:
Sent:
To:
Subject:
JoAnn C. Butler nbutler~sbc-attorneys.com)
Thursday, October 09,20032:13 PM
Greg. Wyatt~UnitedW ater .com
FW: Carriage HiII/UWID/Nampa
Greg, I misaddressed this to another "Greg" and just found out about it!
---- Original Message ~----From: JOANN
To: sandijohnson~iname.com; greg~eidaholaw.com; farrelltim~earthlink.net
Sent: 10/07/2003 10:08AM
Subject: Carriage HiII/UWID/Nampa
Paul Raymond called me this morning to let me know that the City Council approved the MOU last night. Paul stated that
once we get the exhibits attached to the document and get it to him he will have it signed by the City and we can thencirculate it for the remaining signatures.
Exhibit A is the description of the property; this would be the phase(s) of Carriage Hill in which the'water system presently
exists. Sandi, I should have this but I will confirm with you.
Exhibit B includes the Warranty Deed for the well lot (Sandi, I will confirm the legal description with you), and the Bill of
Sale, attached to which will be the list of water system components. I will rely on Greg and Tim to compile this list. I will
use the form Warranty Deed and Bill of Sale used by UWID in connection with all non-contiguous transfers.
JoAnn C. Butler
Spink Butler Clapp, LLP
PO Box 639
Boise, Idaho 83701
[phone] (direct line)
[phone] (fax)
j butler~sbc-attorneys .com
.. ,
' CONFIDENTIALITY NOTICE:
This transmission is intended only for the use of the individual(s) named as recipients. It may
contain information that is privileged, confidential and/or protected from disclosure under
applicable law including, but not limited to, the attorney client privilege and/or work product
doctrine. If you are not the intended recipient of this transmission, please notify the sender
immediately by telephone. Do not deliver, distribute or copy this transmission , disclose its
contents, or take any action in reliance on the information it contains.
Production Request No. 2C&D
, \, '
..,.:.
United Water.
Unlted Water ldaho
8248 Victory Rd~
O. Box 7488
BoIse, Idaho 83707
telepbone 208 362 1704
facsimile 208 362 1479
Date: J:1 /11
To: ~ r,- f ~L
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Fax
Fax number:
From: ...::r e.r .f-I. ,"- t 7
Subj ect: l.) v..e-~r u.o o.r-\L
# of pages:
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Heal~ Jerrv.
From:
To:Cc:
Subject:
, Date:
Piccione, Sal
Algranati, Michael
Healy, Jerry; Linam, William; Becker, William; Krajewski, Stan
Wire Transfer - Carriage Hill, LLC.
Thursday, May 06, 1999 3:01 PM
Mike,
Attached please find a wire transfer request to Carriage Hill, LLC. in the amount of $65,000. An original wire
transfer request from UWW signed by Bill Becker will follow as well as the initial request for funds transfer sent by
UWID and approved by Bill Linam.
As an overview, an Idaho Developer, Carriage Hill, LLC. has agreed to construct and contribute to United
Water Idaho a water utility project valued at approximately $350,000.
United Waterworks (the parent company of United Water Idaho), has agreed to finance the project and has
signed an 8.250/0 promissory note with Carriage Hill in the amount of $350,000.
The entire $350,000 will be drawn down on a monthly basis and wired to Carriage Hill by UWW over the next 4
to 5 months as project costs are incurred and actual project expenditures (invoices) are reviewed and approved by
UWID.
The promissory note to UWW provides for a 10 year repayment term with interest to begin accruing at
8.250/0
after the first draw down of $65,000. The repayment of the note will commence 2/5/2000 and continue quarterly
until 11/5/2010, the maturity date.The note receivable and related interest income will be recorded and tracked on
BU 800 by PID.~~File Attachment: CAR R lAG E.XLS~~
, . ,
I '
Page
I...,.J --.
~ 1.~ DDO
Heal~ Jer~
From:
To:
Cc:
Subject:
Date:
Piccione, Sal
Algranati, Michael
Farrell, Tim; Healy, Jerry; Becker, William
Wire Transfer - Carriage Hill, LLC
Wednesday, July 07, 1999 9:39AM
Mike,
Attached please find a wire transfer request to Carriage Hill , LLC in the amount of $39,000. Signed approvals of
this request for funds transfer will follow via inter-office mail.
-:::-:::File Attachment: CARRIAGE.XLS,.,.
Page
f .
Heal~ Jer~
,.. .
j~Dt?C
From:
To:
Cc:
Subject:
Date:
Algranati, Michael
Farrell, Tim
Healy, Jerry; Piccione, Sal
RE: Wire Transfer - Carriage Hill - UWID
Wednesday, July 21,1999 8:21AM
----------
Wire will be sent today 7/21/99
From: Farrell, Tim
To: Algranati, Michael
Cc: Piccione, Sal; Healy, Jerry
Subject: Wire Transfer - Carriage Hill - UWID
Date: Tuesday, July 20, 1999 4:53PM
Mike,
I understand that you are in charge of transfer of funds to specific accounts. Due to Sal Piccione being away from
his office, could you help me transfer $15,000 into the Carriage Hill, LLC. account? I have attached a summary of
this account, with this transfer shown in the project summary as "draw # 3"I believe you have all the appropriate
bank information, but let me know if you need anything additional. These funds must be transferred by July,21 if
possible. Please confirm this transaction bye-mail when complete. Thanks for your help. .o::::.o::::File Attachment:
MASTER L.XLS::.::.
Tim Farrell
UWID
; ,
I '
Page
IA ~ -
~'-Ir 1)
':?
From:
Sent:
To:
Cc:
Subject:
Farrell; Tim
Monday, October 18 19999:09 AM
Piccione, Sal
Healy, Jerry
Carriage HiII- Request for Construction Draw #5
Sal
Attached for your review is a request for transfer of funds($45 000) into the Carriage Hili, L.L.C.
account. Phase one of this project is near completion with two small transfers to follow. Jerry
Healy will call to confirm this request.
Master _Ledger. xis
Thanks for your Help
Tim Farrell
\)r~ 11 C-
-F .r e 0 -0 -c:::'
..I
From:
Sent:
To:
Cc:
Subject:
Farrell, Tim
Friday, December 10 1999 10:20 AM
Piccione, Sal
Healy, Jerry
Carriage Hill - Construction Draw #6
Good Morning,
Please release $58,000 into the Carriage Hill, LLC account to cover construction of water
facilities as shown on the attached spreadsheet. United Water Idaho is in the final Phase of this
project with one final draw remaining. I will ask Jerry Healy to call and confirm this
itJ
Master ledger.xls
transaction.
Thanks for your help. TIM
.. ,
I '
From:
Sent:
To:
Cc:
Subject:
Piccione, Sal
Monday, January 03 20002:58 PM
Healy, Jerry
Becker, William; Farrell, Tim; MacClave, Thomas; Krajewski , Stan
Interest Accrual on Carriage Hill Note
Attached is a file containing an accrued interest calculation that I have computed for the draw
down period beginning May 7. 1999 to 12/31/99 (and also to 2/5/00) for the Carriage Hill, LLC
Promissory Note in the amount of $294 000 (previously $350,000) at 8.25% with repayment to
begin quarterly on 2/5/00 and to continue for the next ten years. This note receivable currently
resides on the books of BU800.
Also contained in the attached file is a voucher that I have created (tab labeled voucher) which I
want to mail to Carriage Hill LLC to be used by them when making payments to United
Waterworks.
As we previously discussed , the wording in the original Promissory Note does not contain a
provision for an interest calculation during the draw down period. This additional interest accrual
was requested by United Waterworks and was communicated by UW Idaho to Carriage Hill, LLC.
It is my understanding that it was verbally agreed to by Carriage Hill LLC that they would pay the
additional $11 227.83 in accrued interest but that they wanted it to be added to the principal loan
amount to be repaid over the next 10 years.
Based on my conversation with you today, an amended promissory note is being drafted in the
amount of $294 000 plus an additional $11 227.83 in accrued interest to be signed by Carriage
Hill LLC.
Please let me know if the above amended note will be finalized within the next two weeks since I
would like to book a December 31 , 1999 Journal Entry debiting my loan receivable ba'iance for
the additional accrued interest and crediting interest income by the same amount.
, \
I '
carriage2.xls
Healy, Jerry
From:
Sent:
To:
Cc:
Subject:
Piccione, Sal
Wednesday, December 13, 2000 9:03 AM
Healy, Jerry
Gallagher, Nancy; Becker, William; Kowalyk, Chris
Carriage Hill late Payment
Jerry ,
According to our records, as of today we have not yet received the quarterly loan payment from Carriage Hill due
November 5,2000 in the amount of $11 280.50. Could you please have someone in your office notify Carriage Hill of this
delinquency.You and I may also want to discuss who should be responsible in the future for contacting Carriage Hill if their
loan repayment is not made on a timely basis (Corporate or UW Idaho).
Also note that according to the original agreement, a 3% late fee is due if the payment is over 10 days late ($338.42). This
potential late fee due was also clearly printed on the payment vouchers sent to Carriage Hill.! would also ask that you have
the same person from your office communicate this current late fee obligation to Carriage Hill as well. The late fee just
described is just another example of the collection/customerservice type issues that can come up that you and I should
take about.(who should be following up and communicate these issues to Carriage Hill).
carriageAMTZ.xls
Healy, Jerry
" From:
Sent:
To:
Subject:
Wyatt, Greg
Thursday, April 25, 2002 7:43 PM
Healy, Jerry
FW: UWW Loan
Please review Mike s proposals and give me your thoughts. If we are willing to refinance, wouldn t we want.
origination fee" of some nature? Also, Sandy Johnson was looking for something tied to lot sales. Any possibility of a
program where she pays principal regularly and when a lot sells, a portion goes to principal, reducing her next series of
interest payments? ,This would obviously require more frequent recales on the loan.
----Original Message-From: Algranati, MichaelSent: Thursday, April 25, 2002 11 :07 AMTo: Wyatt, GregCc: MacClave, Thomas; Imparato, EdSubject: FW: UWW Loan
Greg,
The attached file includes some possibilities to remedy this issue. Please take a look and call me to discuss. (201) 750-
3413
.....':,::::::';., ,
carriageAMTZ.xls
(Algranati, Michael) Mike
Original Message-From: Wyatt, GregSent: Monday, April 15, 2002 11 :03 AM
To: Imparato, EdSubject: UWW Loan
" \, '
The promissory note agreement with Carriage Hills was dated 1217/98. The principal was $350 000, interest is 8.250/0
and it runs for 10 years. The amortization schedule anticipates 40 quarterly payments of $11,280.18 each. The first
payment was scheduled for 2/5/2000. Currently, the loan balance is $262,345.60 and the 2/5/02 payment is past
due.
I looking through Jerry s file on this it looks like he has had past communications with Sal Piccione on this matter.
Maybe Sal has an electronic file of the amortization schedule. If you need it I can fax you a copy of the agreement
and amortization schedule. Let me know. /
Principal Int Rate Term
305 228 250/0
Quarter Principal Interest Total Remaining Principal
($4 985.17)($6,295.32) ($11,280.50)300 242.
($5,087.99)($6 192.50) ($11,280.50)295 154.67.
($5 192.93)($6 087.57) ($11,280.50)289 961.
($5 300.03)($5 980.46) ($11 280.50)284 661.
($5 409.35)($5 871.15) ($11,280.50)279 252.
($5 520.92)($5 759.58) ($11,280.50)273 731.
($5,634.78)($5 645.71) ($11 280.50)268 096.
($5 751.00)($5 529.49) ($11 280.50)262,345.
($5 869.62)($5,410.88) ($11 280.50)256,476.
($5 990.68)($5 289.82) ($11,280.50)250 485.
($6,114.23)($5 166.26) ($11,280.50)244 371.
($6,240.34)($5 040.15) ($11 280.50)238 130.
($6 369.05)($4 911.45) ($11,280.50)231 761.
($6 500.41)($4 780.09) ($11 280.50)225,261.
($6 634.48)($4 646.01) ($11 280.50)218 626.
($6 771.32)($4 509.18) ($11 280.50)211 855.
($6,910.97)($4 369.52) ($11 280.50)204 944.
($7,053.51)($4 226.98) ($11 280.50)197 891.
($7 198.99)($4,081.50) ($11 280.50)190 692.
($7 347.47)($3 933.02) ($11 280.50)183 344.
($7,499.01)($3 781.48) ($11 280.50)175 845.
($7,653.68)($3 626.81) ($11 280.50)168 191.
($7,811.54)($3 468.96) ($11 280.50)160 380.
($7,972.65)($3 307.84) ($11 280.50)152,407.
($8 137.09)($3 143.41) ($11 280.50)144 270.
($8 304.91)($2 975.58) ($11,280.50)135 965.
($8,476.20)($2 804.29) ($11 280.50)127 489.
($8 651.02)($2 629.47) ($11,280.50)118 838.47
($8 829.45)($2,451.04) ($11,280.50)110 009.
($9 011.56)($2 268.94) ($11,280.50)100,997.46
($9 197.42)($2 083.07) ($11,280.50)91,800.
($9 387.12)($1,893.38) ($11 280.50)412.
($9,580.73)($1 699.77) ($11 280.50)832.
($9 778.33)($1 502.16) ($11 280.50)053.
($9 980.01)($1,300.49) ($11,280.50)073.
($10 185.85)($1 094.65) ($11,280.50)888.
($10 395.93)($884.56) ($11,280.50)492.
($10 610.35)($670.15) ($11 280.50)881.
($10 829.18)($451.31) ($11 280.50)052.
($11 052.54)($227.96) ($11 280.50)(0.00)
*" r L~ "'...'1-, v-
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I -
Refinance Loan - Same Terms (Mortgage)G o~c.r
Principal Term
262,346
Quarter Principal Interest Total Remaining Principal
($4,707.72)($4 263.12)($8 970.84)257,637.
($4,784.22)($4,186.62)($8 970.84)252,853.
($4,861.96)($4 108.87)($8,970.84)247,991.75 -
($4,940.97)($4,029.87)($8 970.84)243 050.
($5,021.26)($3 949.58)($8 970.84)238,029.
($5 102.86)($3 867.98)($8 970.84)232,926.
($5 185.78)($3,785.06)($8 970.84)227,740.
($5,270.05)($3 700.79)($8 970.84)222,470.
($5,355.69)($3 615.15)($8 970.84)217,115.
($5 442.72)($3 528.12)($8 970.84)211 672.
($5 531.16)($3 439.68)($8 970.84)206 141.
($5,621.04)($3 349.80)($8 970.84)200,520.
($5,712.38)($3 258.45)($8 970.84)194,807.
($5 805.21)($3 165.63)($8,970.84)189 002.
($5 899.54)($3 071.29)($8 970.84)183 103.
($5 995.41)($2 975.43)($8 970.84)177,107.
($6 092.84)($2 878.00)($8 970.84)171,014.
($6,191.85). ($2 778.99)($8 970.84)164 823.
($6,292.46)($2 678.37)($8 970.84)158 530.
($6 394.72)($2,576.12)($8 970.84)152 135.
($6 498.63)($2,4 72.21)($8 970.84)145 637.
($6 604.23)($2 366.60)($8 970.84)139 032.
($6 711.55)($2 259.29)($8 970.84)132,321.
, '
($6 820.61)($2 150.22)($8 970.84)125 500.
($6,931.45)($2 039.39)($8 970.84)118 569.
($7 044.08)($1 926.75)($8 970.84)111 525.
($7 158.55)($1 812.29)($8 970.84)104,366.
($7,274.88)($1 695.96)($8,970.84)97,091.
($7 393.09)($1 577.74)($8 970.84)698.
($7,513.23)($1 457.60)($8 970.84)185.
($7 635.32)($1 335.51)($8 970.84)74,550.
($7 759.40)($1 211.44)($8 970.84)790.
($7 885.49)($1 085.35)($8 970.84)905.
($8 013.63)($957.21)($8 970.84)891.
($8,143.85)($826.99)($8 970.84)42,747.
($8 276.18)($694.65)($8,970.84)471.
($8,410.67)($560.16)($8 970.84)060.
($8 547.35)($423.49)($8 970.84)513.
($8 686.24)($284.60)($8 970.84)827.
($8 827.39)($143.45)($8 970.84)00-
Refinance Loan - 10 Year Balloon Payment
Principal Int Rate Term
262,346 25%
Quarter Principal Interest Total Remaining Principal
$0.$5,410.410.262 345.
$0.$5,410.$5,410.262 345.
$0.$5,410.$5,410.262 345.65
$0.$5,410.$5,410.262,345.
$0.$5,410.$5,410.262 345.
$0.410.$5,410.262,345.
$0.$5,410.$5,410.262,345.
$0.410.$5,410.262 345.
$0.410.$5,410.262,345.
$0.410.410.262,345.
$0.$5,410.410.262 345.
$0.$5,410.$5,410.262,345.
$0.410.$5,410.262,345.
$0.$5,410.$5,410.262,345.
$0.410.$5,410.262 345.
$0.$5,410.410.262 345.
$0.$5,410.410.262 345.
$0.00 $5,41 0.$5,410.262,345.
$0.$5,410.410.262 345.
$0.410.$5,410.262 345.
$0.$5,410.$5,410.262 345.
$0.$5,410.410.262 345.
$0.$5,410.410.262,345.
$0.$5,410.410.262 345.
$0.$5,410.$5,410.262 345.
$0.410.$5,410.262,345.
$0.410.410.262,345.
$0.$5,410.$5,410.262 345.
$0.$5,410.410.262 345.
$0.$5,410.410.262 345.
$0.00'$5,410.$5,410.262 345.
$0.$5,410.$5,410.262 345.
$0.$5,410.$5,410.262,345.
$0.$5,410.410.262 345.
$0.$5,410.410.262 345.
$0.$5,410.410.262 345.
$0.410.$5,410.262 345.
$0.$5,410.410.262 345.
$0.$5,410.$5,410.262 345.
.""
$262,345.410.$267 756." f'
$216,435.$478 780.
~ ,....
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((7 y"
Refinance Loan - 10 Year Balloon Payment
Principal Int Rate Term
262 346 50%
Quarter Principal Interest Total Remaining Principal
$0.263.263.262 345.
$0.$4,263 $4,263.262 345.
$0.263.$4,263.262 345.65 .
$0.$4,263.$4,263.262,345.
$0.$4,263.263.262,345.
$0.263.263.262,345.
$0.263.263.262 345.
$0.$4,263.263.262 345.
$0.263.263.262,345.
$0.$4,263.263.262,345.
$0.263.263.262 345.
$0.263.263.262 345.
$0.$4,263.263.262 345.
$0.$4,263.263.262 345.
$0.263.263.262 345.
$0.263.263.262,345.
$0.263.263.262 345.
$0.263.$4,263.262,345.
$0.263.263.262 345.
$0.$4,263.$4,263.262 345.
$0.263.263.262 345.
$0.263.263.262 345;65
$0.$4,263.263.262 345.
$0.$4,263.263.262,345.
$0.263.$4,263.262 345.
$0.263.263.262 345.
$0.263.$4,263.262 345.
$0.263.263.262 345.
$0.$4,263.$4,263.262;345.
$0.263.263.262 345.
$0.$4,263.263.262,345.
$0.$4,263.$4,263.262 345.
$0.$4,263.263.262 345.
$0.$4,263.263.262 345.
$0.263.263 262 345.
$0.$4,263.$4,263.262 345.
$0.263.263.262 345.
$0.263.$4,263.262 345.
$0.263.263.262 345.
$262 345.263.$266 608.
$170 524.$432 870.
J ..,..,..l-
(, .
Refinance Loan - Annual Sinker & Current Rate
Principal Int Rate Term
262 346 250/0
Quarter Principal Interest Total Remaining Principal'
$0.410.410.262 345.
$0.410.$5,410.262,345.
$0.$5,410.$5,410.262 345.65
$20 000.$5,410.$25 410.242,345.
$0.$4,998.998.242 345.
$0.998.998.242 345.
$0.998.998.242,345.
$20 000.$4,998.$24 998.222,345.
$0.585.585.222 345.
$0.$4,585.585.222 345.
$0.$4,585.585.222 345.
$20 000.585.$24 585.202,345.
$0.$4,173.173.202 345.
$0.$4,173.173.202 345.
$0.173.173.202,345.
$20 000.$4,173.$24 173.182 345.
$0.760.760.182 345.
$0.760.760.182 345.
$0.760.760.182 345.
$20 000.760.$23 760.162,345.
$0.348.348.162,345.
$0.348.348.162,345.
$0.348.348.162,345.
$20 000.348.$23 348.142 345.
$0.$2,935.935.142,345.
$0.$2,935.935.142 345.
$0.935.935.142,345.
$20 000.935.$22 935.122 345.
$0.$2,523.523.122 345.
$0.523.523.122 345.
$0.00'$2,523.523.122 345.
$20 000.523.$22 523.102 345.
$0.$2,110.110.102,345.
$0.$2,110.110.102 345.
$0.$2,110.110.102 345.
$20 000.110.$22 110.82,345.
$0.$1,698.$1,698.82,345.
$0.$1,698.698.345.
$0.698.698.82,345.
f'./-
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$82 345.$1,698.$84 044.~ J$142 185.$404 530.('II' V"
()'
I ,
Refinance Loan - Annual Sinker & Low Rate
Principal Int Rate Term
262 346 50%
Quarter Principal Interest Total Remaining Principal
$0.263.263.262 345.
$0.263.263.262,345.
$0.263.263.262 345.65 '
$20 000.$4,263.$24 263.242 345.
$0.938.$3,938.242,345.
' $0.938.$3,938.242 345.
$0.938.938.242 345.
$20,000.938.$23 938.222 345.
$0.613.613.222 345.
$0.$3,613.613.222 345.
$0.613.613.222,345.
$20 000.613.$23 613 202,345.
$0.288.288.202 345.
$0.288.288.202 345.
$0.288.288.202 345.
$20 000.288.$23 288.182 345.
$0.963.963.182 345.
$0.$2,963.$2,963.182,345.
$0.963.963.182 345.
$20 000.963.$22 963.162 345.
$0.638.638.162 345.
$0.638.638.162 345;65
$0.638.638.162,345.
, '
$20 000.638.$22 638.142 345.
$0.$2,313.313.142,345.
$0.313.313.142 345.
$0.$2,313.313.142,345.
$20,000.313.$22 313.122 345.
$0.988.988.122 345.
$0.$1,988.988.122 345.
$0.988.988.122 345.
$20 000.988.$21 988.102 345.
$0.663.663.102,345.
$0.663.663.102 345.
$0.$1,663.663.1 02 345~65
$20 000.$1,663.$21,663.345.
$0.$1,338.338.345.65
$0.$1,338.$1,338.345.
$0.338.338.345.
$82 345.338.$83 683.
$112,024.$374,370.
. .
(4 ttJ'1. pw
Refinance Loan - Annual Sinker & Low Rate
Principal Int Rate Term
262 346 50%
Quarter Principal Interest Total Remaining Principal
$0.$4,918.918.262.345.
$0.$4.918.$4,918.262 345.
$0.$4.918.$4,918.262 345.
$0.$4,918.918.262 345.
$0.$4,918.918.262.345.
$0.$4,918.918.262 345.
$0.918.$4,918.262 345.
$30 000.918.$34 918.232 345.
.. '
$0.356.356.48 232 345.
$0.356.356.232 345.
$0.356.$4,356.232 345.
$30.000.$4,356.$34 356.202.345.
$0.$3,793.793.202 345.
$0.793.793.202 345.
$0.793.793.202 345.
$30 000.$3,793.$33 793.172 345.
$0.231.231.48 172 345.
$0.231.231.48 172 345.
$0.$3,231.$3,231.48 172 345.
$30 000.$3,231.$33 231.48 142 345.
$0.$2.668.668.142,345.
$0.$2.668.668.142 345.
$0.668.668.142 345.
$30 000.668.$32 668.112 345.
$0.106.106.112 345.
$0.106.106.48 112 345.
$0.106.106.112,345.
$30 000.106.$32 106.345.
$0.543.543.345.
$0.543.543.345.
$0.543.543.345.
$30 000.543.$31 543.345.
$0.$981.$981.345.
$0.00 , $981.$981.48 345.
$0.$981.$981.345.
$30 000.$981.48 $30 981.345.
$0.$418.$418.345.
$0.$418.$418.345.
$0.$418.$418.345.
$22 345.$418-$22 764.
$115 759.$378 104.
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