20060403Agreement, Hart memo.pdf

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4/3/2006
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Memo To File:
Case No. UWI-05-
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On 3/24/2006, UWI submitted a Special Facilities Agreement between the Company and Jayo
Construction. I reviewed the agreement and found that it complies with the tariff and
consistent with the settlement agreement reached in this case.
Wayne Hart
'1 '
(,J(A J'"
McDevitt & Miller LLP
Lawyers
[phone]
[phone] (Fax)
420 W. Bannock Street
O. Box 2564-83701
Boise, Idaho 83702
Chas. F. McDevitt
Dean 1. (Joe) Miller
March 24, 2006
Via Hand Delivery
Ms. Jean Jewell, Secretary
Idaho Public Utilities Commission
472 W. Washington Street
O. Box 83720
Boise, Idaho 83702
" ,.---,,-
Re: Case No. UWI~W~O5~Jayo Construction v. United Water (.Ii
Dear Ms. Jewell:
In the above matter the parties reached a negotiated settlement agreement which led to
the filing of a Withdrawal of Complaint on January 26, 2006. Pursuant to the settlement
agreement the parties agreed to negotiate and submit for review by Staff a Special Facilities
Agreement.
Enclosed herewith for Staff review is the executed Special Facilities Agreement.
I would appreciate being advised when Staff has completed its review.
Very Truly Yours
~~11L~iller
DJMllcC: Greg Wyatt, United Water Idaho
Molly O'Leary, Esquire
SPECIAL FACILITIES AGREEMENT
THIS AGREEMENT is made and entered into between UNITED WATER IDAHO
INc., ("Company ) and JA YO CONSTRUCTION, INC
, ("
Jayo ), and is dated as of
the d- 'f~ay of ~cfl , 2006.
WHEREAS, United Water Idaho Inc. is a corporation organized and existing
under the laws of the State of Idaho having its principal place of business at 8248 West
Victory Road Boise, Idaho 83711 and is a water corporation regulated by the Idaho
Public Utilities Commission (IPUC).
WHEREAS, Jayo Construction, Inc. is a development and construction company,
organized and existing under the laws of the State of Idaho, having its principal place of
business at 1323 South Five Mile Road Boise, Idaho 83709.
WHEREAS, Jayo owns and/or has an interest in a certain development known as
Sornmerset Ridge Subdivision Phases 4 & 5 (the "Project") consisting of 88 residential
building lots and has requested public water supply service for the Project from the
Company.
WHEREAS, a water storage reservoir and associated equipment and facilities
hereinafter called the "System Extension " is required to serve the Project, and Jayo has
requested the Company extend its system as follows and in accordance with the map or
plan attached hereto marked as Exhibit A and made a part hereof:
Construction of a 193 200 gallon storage reservoir, the necessary supply line
overflow and drain line, power line, telemetry equipment, booster pumping
improvements, required lands and easements, and all associated facilities at a total
estimated cost of Seven Hundred Ninety Six Thousand Six Hundred Forty
Four Dollars ($796,644), necessary to provide peaking supply and fire protection
to the following 250 lots:
162 Existing lots within the Claremont Reservoir pressure zone
88 New lots within Sornmerset Ridge Phases 4 & 5
WHEREAS, the Company owns an existing 92 000 gallon Claremont Reservoir
whose capacity is insufficient to provide the necessary peaking supply and fire protection
to the above referenced 250 lots and is located contiguous to the site for the proposed
System Extension.
WHEREAS, the Company is willing to make such extension upon the terms and
conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the promises and of the mutual
covenants and agreements herein contained, THE PARTIES HERETO AGREE AS
FOLLOWS:
1. Application for System Extension.Jayo hereby applies to the Company for the
said System Extension, and the Company agrees to allow the said System Extension upon
the terms and conditions hereinafter set forth and in accordance with its Rules and
Regulations approved by the IPUC.
2. Labor and Materials In-Lieu-of-Cash.Jayo has requested and the Company
has agreed that the System Extension will be constructed on a labor and materials in-lieu-
of-cash basis. Jayo hereby agrees that it will hire only those contractors that have been
approved by the Company and that it will require all such contractors to comply with the
Labor and Materials In- Lieu-of Cash Contractors Rules for Performance and Conduct
attached hereto and made a part hereof as Exhibit B. Jayo further agrees that it will
require its contractors to comply, via its contract with contractor, with all terms and
conditions set forth herein.
Construction of the System Extension shall be subject to the company
inspection, testing and acceptance, however, absence of such inspection or testing by the
Company shall not relieve Jayo or it's contractor(s) of any of its obligations. The
Company shall require Jayo and it's contractor(s) to warrant the System Extension work
in accordance with Paragraph 4 below.
3. Insurance.Jayo and its contractors (via their contract with Jayo) shall be
required to maintain, at a minimum, insurance in accordance with the requirements as
outlined in attached Exhibit C.
4. Warranty.Jayo shall have each of its contractors warrant that the work
performed in installing the System Extension is free of any defect of equipment, material
or workmanship. Such shall continue for a period of two (2) years from completion and
approval of the System Extension or within such longer period of time as may be
prescribed by law. Pursuant to the warranty, Jayo s contractors, under Company
supervision, shall remedy at their own expense any such failure to conform or any such
defect upon receipt of written notice from the Company within a reasonable time after the
discovery of any failure, defect or damage. In addition, during the aforesaid warranty
period, the contractors shall remedy at their own expense, under Company supervision
any damage to real or personal property, when that damage is the result of any such
defect of equipment, material or workmanship installed by the contractors. The warranty
with respect to work repaired or replaced hereunder will run for a period of one year from
the date of such repair or replacement or shall run for the remainder of the original two
year period, whichever is greater. During the warranty periods as defined herein, the
contractors shall reimburse the Company for the costs of any emergency repairs
undertaken by the Company to maintain the system in good working order. Without
limiting any other provision herein contained, these warranty provisions shall be
incorporated in Jayo s contract with its contractors. If any contractor fails to reimburse
the Company as set forth in this Paragraph, within forty-five (45) days of the Company
request for such reimbursement, then Jayo hereby agrees that it will do so.
5. Company Betterment Toward the System Extension.The Company agrees to
pay an estimated Three Hundred Fifty One Thousand One Hundred Eighty One
Dollars ($351 181), as "Company Betterment" for the 162 existing customers served by
the existing Claremont Reservoir. The Company Betterment represents 48.0% of the
System Extension estimated cost, excluding the reservoir site land easement, and $85 000
plus $8 411 in Company overheads towards the cost of the reservoir site land easement.
The actual amount of Company Betterment will be determined after the completion of the
System Extension and all costs have been accounted for. The Company will reimburse
Jayo for this Company Betterment when the Company accepts the System Extension for
servIce.
6. Advances for the System Extension.Jayo shall advance to the Company upon
the execution hereof the sum of Fifty Four Thousand Five Hundred Eighty Nine
Dollars ($54,589), in cash, which represents the estimated cost of the Company s labor
and overhead charges for engineering, inspection, accounting, legal, and administrative
costs, plus estimated omissions and contingencies chargeable to the System Extension.
Such amount shall be subject to reconciliation after completion of the System Extension
and all such costs are known and the difference shall be either refunded to or collected
from Jayo without interest.
Jayo will be responsible for funding all System Extension facilities required to
serve the Project. The System Extension facilities to be funded by Jayo are:
Reservoir site easement
Site survey and site grading and preparation
193 200 gallon storage reservoir
Associated power supply and communications and control equipment
Booster pump improvements
Inspection, project management, permits, and all other required appurtenances
Company overheads for engineering, inspection, accounting, legal, and
administrative costs
Jayo s total cost of construction and installation of the said System Extension as
described above, less the Company Betterment, is estimated to be Four Hundred Forty
Five Thousand Four Hundred Sixty Six Dollars ($445,466).
All costs for the construction of the aforesaid System Extension including the Company
overheads charged to the System Extension, less the Company Betterment referred to in
Paragraph 5, shall be paid for by Jayo, and shall be recorded on the Company s books as
an advance in aid of construction.
Any difference between the actual cost of the System Extension attributable to
Jayo and the amounts so referenced above shall be shown as a revision and shall be
payable within thirty (30) days of submission. The actual cost thus finally determined
shall be referred to as the "advanced cost of the System Extension." If it is necessary to
adjust the amount of Jayo s advance, in accordance with the terms of this paragraph, a
supplemental memorandum will be prepared setting forth the "advanced cost of the
System Extension" and shall be attached hereto and made a part hereof.
7. Easement(s) for Location of System Extension.Jayo shall cause the owners of
property on which the System Extension will be located to execute any and all easement
agreement(s) as required in favor of the Company in substantially the form of the
attached Exhibit D, or other form acceptable to the Company. To the extent that any
the Project water facilities lie within lands not owned by Jayo, Jayo shall, without cost or
expense to the Company, cause the owners of property on which the water facilities
reside to deed such property to the Company, and to execute any and all easements
required by the water facilities in favor ofthe Company.
8. Refunds.The Company will make a one-time refund to Jayo per each of the
eighty-eight (88) new customers served by the System Extension, the amount of which
shall be determined in accordance with the table set forth in Exhibit E, attached hereto
and incorporated herein by reference. The refund amount will be based upon the actual
annual revenue received by the Company from the customer for water utility service as
determined by using the most recent twelve months of billing data, after the customer
which is the subject of the calculation, has received permanent water utility service from
the Company for a period of twelve (12) consecutive billing periods.
The lots eligible for refund shall include only those lots within the Project up to
the expiration date of this Agreement. The geographic area capable of being directly
served by the System Extension for which refunds may be available are shown on
attached Exhibit F.
The average annual consumption per customer is estimated to be 400 hundred
cubic feet (cd) which results in a refund of $1 700 as per Exhibit E. The Company
agrees to refund to Jayo 80% of this amount ($1 360) as new customers are connected.
These payments will occur on a quarterly basis beginning with the first customer
connected to the System Extension. Quarterly payments shall be made no later than 30
days following the end of each calendar quarter. Final adjustment to the refund amount
will occur at the conclusion of the 12 consecutive billing periods, as referenced above
with the Company paying Jayo the balance of the refund amount above $1 360 or Jayo
paying the Company the difference if the final refund amount is less than $1 360. No
refunds will be owed on account of any new customer receiving service from the System
Extension after the expiration of this Agreement as provided in Paragraph 15 below. The
total aggregate refund amount shall not exceed the final "advanced cost of the System
Extension" funded by Jayo.
9. Conveyance of System Extension and Final Accountine:.Conveyance of the
System Extension from Jayo to the Company will occur via a Bill of Sale in a form
substantially similar to that attached as Exhibit G. Along with the Bill of Sale, Jayo shall
provide all contractor "as-built" maps and drawings, equipment manufacturer owner
manuals, and facilities construction and acceptance test results. Jayo shall also provide
original or photocopy evidence of all invoices paid showing all actual costs incurred
related to the construction and installation of the System Extension, along with a cost
summary clearly identifying each cost as it relates to each major item of the System
Extension. Likewise, the Company shall provide a similar summary of its overhead costs
charged to the System Extension project. Upon conveyance, the Company shall record
the actual costs so determined on its books and records as an advances in aid of
construction as referred to in Paragraph 6.
The amount, if any, of said "advanced cost for the System Extension " less the
total amount refunded over the term of this agreement, shall be retained by the Company
and booked as a contribution in aid of construction after the expiration of this Agreement.
10. Covenants to Complete.The Company will use its best efforts to commence and
carry to completion as soon as possible its responsibilities with regard to installation of
said System Extension, but will not be responsible for delays, which may be occasioned
by weather, acts of God or the public enemy, strikes or other matters not within its
control. Jayo will use its best efforts to commence and carry to completion as soon as
possible its responsibilities with regard to the installation of said System Extension, but
will not be responsible for delays, which may be occasioned by weather, acts of God or
the public enemy, strikes or other matters not within its control.
11. Failure to Obtain Required Consents.It is further understood and agreed by
and between the parties hereto that this Agreement to construct the said System
Extension is subject to both the Company and Jayo obtaining all necessary consents
orders, permits and approvals of public officers or public bodies having jurisdiction over
or lawful interest in any of the subject matters herein. In the event that either the
Company or Jayo . after prompt application and diligent effort, is unable to obtain any
necessary consent, order, permit or approval as aforesaid, or in the event that either the
Company or Jayo is enjoined or prevented by lawful action of any such public officer or
official body from constructing the said System Extension, the Company s sole obligation
will be to repay Jayo the difference between the amount advanced and estimated
expenses incurred by the Company in conjunction with the System Extension which is
the subject of this Agreement.
12. Facilities Construction and Ownership of System Extension.All facilities
shall be constructed in compliance with the Company s specifications for materials and
installation, and the Company shall have approval authority over all System Extension
design and installation.
It is further mutually understood and agreed that any and all parts of the System
Extension located within the limits of the streets, avenues, roads, ways or easement areas
whether or not attached to or serving customers but constructed as part of the System
Extension shall be and remain the property of the Company, its successors and assigns.
The Company shall have the right to extend any main installed pursuant to the terms of
this Agreement in or to other lands, streets, or avenues without incurring any liability to
Jayo whatsoever.
13. Water Facilities Within the Project.All distribution facilities associated with
the 88-building unit Project will be considered contributed plant and will be constructed
and installed at Jayo s cost under the Company s standard "Residential, Multiple Family
Housing, Commercial, Industrial, or Municipal Development Water Main Extension
Agreement" as approved by the IPUC. The cost of these facilities will not be available
for refund.
14. Ae:reement Subject to Idaho Public Utilities Commission Approval.It is
agreed and mutually understood that the terms of this Agreement, particularly Paragraphs
five (5), six (6) and eight (8) are subject to review and possible approval by the Idaho
Public Utilities Commission (IPUC) before construction of the water facilities for the
Project can commence. If approval by the IPUC cannot be obtained in a manner
acceptable to the Company or Jayo, at their respective discretion, then such party shall
have the right to attempt to cure the Agreement and resubmit the Agreement for approval
by the IPUC. If approval by the IPUC can still not be obtained in a manner acceptable to
the Company or Jayo, at their respective discretion, then such party shall have the right to
declare this Agreement null and void and the parties will have no further obligations to
each other except as provided for in Paragraph 11.
15. Term of Ae:reement.The term of this agreement shall be for fifteen (15) years
from the date on which the System Extension is first placed in service, which date is
estimated to be .:JU .3o 2006.
16. Miscellaneous.This Agreement shall be governed by and construed in
accordance with the laws of the State of Idaho.
This Agreement may only be amended in whole or in part by an agreement in
writing duly signed and delivered by both parties.
This Agreement may not be assigned by any party, whether voluntarily,
involuntarily or by operation or law without the prior written consent of the other party
given as an amendment of this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused these presents to be signed by
their duly authorized representatives this d- L/!!!day of ~tec , 2006.
UNITED WATER IDAHO INC.!'lSTR UCTI ON. I NC,
. DUg 't , P sident
~Q Witness
SEE FILE FOR EXHIBITS
A AND F
WHICH ARE OVERSIZE
EXHIBIT B
Page 1 of 2
Labor and Materials In-Lieu-of-Cash Contractors
Rules for Performance and Conduct
The following provide the rules for performance and conduct for contractors performing
work on water structures, facilities, and appurtenances in water systems owned or to be
owned by United Water Idaho and those for which it provides contract operations. Any
approved contractor shall perform within the guidelines of the specifications and the rules
delineated below. Any contractor who fails to meet these specifications and rules will be
removed from job.
The rules for performance and conduct fall under six subdivisions, Safety, Materials
Conduct, Contract Violations, Insurance and Unpaid Debits to United Water Idaho.
Aside from and in addition to any right to remove a contractor as granted by law and
aside from and in addition to any provision relating to removal or termination in any
contract executed between the parties, removal of a contractor from the job will occur if
any of the following occur.
SAFETY:
The contractor s Worker s Compensation Experience Modification Factor is above
1.25.
In United Water Idaho s sole but reasonable discretion, the contractor has operated
under unsafe working conditions - 1 s1 time results in a warning, 2nd time results in
removal of the contractor from the approved list.
In United Water Idaho s sole but reasonable discretion, the contractor is operating
under life threatening working conditions will result in immediate termination of
the contractor from the current project and removal of the contractor from the
approved list.
MATERIALS:
The contractor installs non-approved materials in a project - 1 s1 time results in a
warning, 2nd time results in removal of the contractor from the job and the approved
list.
CONDUCT:
Refusal to perform as required by the United Water Idaho inspector, contractor is
subject to termination from current project and removal of the contractor from the
approved list.
Proceeding with project without 48-hour notice - 1 s1 time results in a warning, 2nd
time results in removal of the contractor from job and the approved list.
EXHIBIT B
Page 2 of 2
RULES FOR PERFORMANCE AND CONDUCT - 1
The abuse of language or hostile behavior toward United Water Idaho employees
public agency representatives and/or the general public - 151 time will, in United
Water Idaho s sole but reasonable discretion, result in immediate termination of the
offending employee from the current project, 2nd time results in removal of the
contractor from the current project and the approved list.
Failure to deliver as-built drawings and service tickets will result in non-acceptance
of project.
CONTRACT VIOLATIONS:
Failure to comply with any provision of the contract between United Water Idaho
and/or Jayo and the contractor.
INSURANCE:
Contractor is required to maintain insurance levels as specified. No work shall be
authorized if current coverage does not meet specified limits.
UNPAID DEBTS:
All debts owed to United Water Idaho by the contractor shall be due and payable on a
30-day basis. If the contractor fails to make timely payment, United Water Idaho
may remove the contractor from the list of approved contractors.
Each contractor must require that any subcontractor comply with the requirements
outlined herein, and each contractor must include appropriate provisions, which set forth
all of the above Rules for Performance and Conduct in each of its contracts with
subcontractors working on the Project.
REVIEW AND REINSTATEMENT
United Water Idaho will conduct annual reviews of existing contractors, new contractors
and the reinstatement of former contractors on an annual basis in December. Warnings
will remain in effect for 12 months. Any contractor removed from the list of approved
contractors, as delineated above, will remain off of the list for a minimum of 12 months
prior to consideration for reinstatement.
EXHIBIT C
Insurance Requirements
Jayo and it's contractors shall purchase and maintain such insurance as will protect Jayo and
the Company from claims which may arise out of or result from Jayo s operations under this
Agreement, or by anyone for whose acts any of them may be liable. Such insurance shall be
written for not less than the coverage and any limits of liability specified below, or as
required by law, whichever is greater. By requiring insurance specified herein, the
Company does not represent that such coverage and limits will necessarily be adequate to
protect Jayo and it's contractors, and such coverage and limits shall not be deemed as a
limitation on Jayo s or it's contractor s liability under the indemnities or warranties granted
to the Company in this Agreement.
Certificates of Insurance acceptable to the Company shall state that they are Primary
Insurance and shall be filed with the Company prior to the commencement of the System
Extension work. These Certificates shall contain a provision that coverage afforded under
the policies will not be canceled until at least thirty (30) days prior written notice has been
given to the Company, except ten (10) days notice for non-payment of premium. The
Company shall be named as an additional insured on all policies except workers
compensation.
Jayo shall furnish the Company with notice of all claims it receives and shall keep the
Company informed as to the status of each claim.
1. Worker s Compensation:(a) State:(b) Applicable Federal (e., Longshoremen s):
(c) Employer s Liability:
Statutory
Statutory
$100.000
2. Commercial General Liability (including Premises-Operations; Independent Contractors
Protective; Products and Completed Operations; Broad Form Property Damage; Blanket
Contractual Liability, Personal Injury with Employment Exclusion deleted):
(a)
(b)
Bodily Injury and Property Damage: Single Limit $1.000.000
Products and Completed Operations to be maintained for two (2)year(s)
after final payment.
Property Damage Liability Insurance shall provide X, C and U coverage as
applicable.
(c)
3. Comprehensive Automobile Liability:
Bodily Injury and Property Damage: Single Limit $1.000.000
. 4. Umbrella Excess Liability: $5.000.000 over primary insurance
EXHIBIT D
Page 1 of 4
RIGHT-OF-WAY AGREEMENT
THIS INDENTURE made this day of, between
, hereinafter designated as the grantor(s), and UNITED WATER IDAHO INC., a
corporation organized and duly existing under and by virtue of the laws of the State of
Idaho, with its principal offices located at 8248 West Victory Road, Boise, Idaho 83707
hereinafter designated as the grantee;
WITNESSETH: That the grantor(s) in consideration of the sum of One Dollar and
other valuable considerations the receipt whereof is hereby acknowledged, hereby grants
bargains, sells, and conveys unto the grantee, its successors and assigns, a perpetual and
exclusive easement and right-of-way for the construction, installation and continued
operation, maintenance, repair, inspection, alteration, replacement, and removal of
underground water pipe lines and all necessary appurtenances, together with the perpetual
right and privilege of ingress, egress, and regress to and for the grantee, its employees
agents, contractors, sub-contractors, successors, and assigns, over, under, on, through, in
upon, and across the following described real property belonging to the said grantors and
as shown on attached Exhibit "
The foregoing grant of easement and right-of-way is further subject to the following
conditions, covenants and agreements of the parties hereto:
1. The easement and right-of-way granted hereby shall apply to and run with the lands
of Grantor and shall
be binding upon the heirs, executors, administrators, successors and assigns of Grantor
and may be released, extinguished or abandoned only by an appropriate document
executed by the Grantee.
2. Grantee shall have the right from time to time to trim and cut and clear away any
trees and bushes now or hereafter on said easement and right-of-way which may be
necessary for the construction, installation, maintenance, improvement, operation
EXHIBIT D
Page 2 of 4
inspection, repair, replacement, renewal and removal of such water facilities or which
mayor become a hazard to said pipes, mains, appurtenances and fixtures.
3. Grantor shall not erect or construct any buildings, fences or structures on said
easement and right-of-way, shall not plant crops, shrubs or trees on said easement and
right-of-way, or otherwise limit Grantee s ability to access, maintain, or operate the
water mains and lines or in any way limit Grantee s ability to exercise its right under
this Agreement.
4. Grantee shall backfill any trench made by it on said easement and right-of-way, and
shall return the easement as reasonable as possible to its original condition, normal
wear and tear excepted. Grantee shall use caution during construction and in the
future to prevent damage to Grantor and Grantor s property.
5. Grantor shall not suffer or permit the installation of any electric, cable, sewer, gas or
other utility lines, pipes, poles or appurtenances on, over, under or across the
easement and right-of-way granted hereby if such installation limits Grantee s ability
to access, maintain or operate the water mains and lines or in any way limits
Grantee s ability to exercise its rights under this Agreement.
6. Any water mains, pipes, appurtenances and property and accessories installed
maintained, removed or replaced by Grantee in the easement and right-of-way
granted hereby shall at all times be and remain the sole personal property of Grantee
for use in its business and subject to removal by it at any time, and shall be deemed to
be personal property and not permanently affixed to the realty so as to become
fixtures.
7. Except as herein provided, this Agreement contains the entire agreement of the
parties with respect to the subject matter hereof and may not be amended or
terminated except by written agreement signed by both parties hereto, and
supersedes all prior oral and written agreements or understandings with respect to the
subj ect matter hereof.
8. Grantee shall have the right to assign this easement and right-of-way and the rights
granted to it hereby without any approval or permission of the Grantor.
9. Grantor represents that it has the right in the property to grant this easement.
10. This Agreement shall be binding upon the successors or assigns of the respective
parties.
EXHIBIT D
Page 3 of 4
11. This Agreement shall be construed and enforced in accordance with the laws of the
State of Idaho.
TO HAVE AND TO HOLD the same unto the grantee, its successors and assigns
FOREVER. IN WITNESS WHEREOF these presents have been executed by the
undersigned this day of , 2006 .
GRANTOR:
GRANTEE: UNITED WATER IDAHO INC.
By:
Gregory P. Wyatt, Vice President
EXHIBIT D
Page 4 of 4
STATE OF IDAHO
County of ADA
before me
personally appeared
who is personally know to me
whose identity I proved on the basis of
Notary Public
My commission expires on:
STATE OF IDAHO
COUNTY OF ADA
, a notary public, do hereby certify that on this
, 20 personally appeared before me
, who, being by me first duly sworn, declared that he/she is the
, ~
, th~
he/she signed the foregoing document as , of the
corporation, and that the statements therein contained are true.
day of
Notary Public
My commission expires on:
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:J
:
EXHIBIT G
BILL OF SALE
KNOW ALL MEN BY THESE PRESENTS, That Jayo Construction, Inc., Party ofthe First Part
for and in consideration of the sum of One Dollar ($1.00) in lawful money (and other good and
valuable consideration) to it paid by United Water Idaho Inc., 8248 West Victory Road, Boise
Idaho 83709, a corporation, Party of the Second Part, the receipt of which is hereby
acknowledged by it, has granted, bargained, sold, transferred, set over and delivered unto the
Party of the Second Part, the System Extension to the water utility system, including all water
mains, services, valves, hydrants, reservoirs, booster stations, equipment and appurtenances, and
the complete water system located on the real property described in Exhibit "A" attached hereto
(being hereinafter collectively referred to as the "System Extension
Party of the First Part hereby warrants and represents that it has all the requisite right and
authority to make this conveyance, and that the System Extension is free from all liens and other
e-ncumbrances, and that each and every contractor and sub-contractor furnishing labor or
materials relative to the construction of the System Extension have been paid in full.
TO HAVE AND TO HOLD the same unto the Party ofthe Second Part, its successors and
assigns, forever; and that said Party of the First Part does for its covenant agree to WARRANT
and DEFEND the sale of said personal property, goods and chattels hereby made, unto the said
Party of the Second Part, its assigns against all and every person and persons whomsoever
lawfully claiming or to claim the same.
IN WITNESS WHEREOF the Party of the First Part has caused these presents to be signed and
its seal to be affixed by its officer, hereunto duly authorized, this dayof , 20
By:
Title:
STATE OF
County of
before me
who is personally known to me
whose identity I proved on the basis of
personally appeared
to be the signer of the above document, and he/she acknowledge that he/she signed it.
Notary Public
My Commission Expires on:
Accepted by United Water Idaho Inc.Date: