20150814UWI to Staff 67-69, 71-78.pdf

McDevitt & Miller r-r,p ,: i
Lawyets
(208) 343-7sU)
(m8) 33G69r2 Gar.)
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420 \[est Bannock Strcet
P.O. Bo:r ?S*83701,r,, i$iiS"^.. jf ,.,: . -" . CheB. F. McDevitt
Boise, rdaho s370il I ll-t I l:ij rjoi';'iltif:ii'bb"lrJ. goe) Millet
Celeste K. Miller
August 14,2015
Yia llaad Delivety
JeanJeuze[ Sectetary
Idaho Public Utilities Commission
4T2V.Washington St.
Boise,Idaho 83720
ne UWI-W-15-01
Deat Ms.Jewell:
Enclosed fe1 filin& please find an otiginal and thtee (3) copies of United l7ater Idaho Inc's First
Response to the Commission Saffs Thitd Production Reguest Nos 67, 68,69,71,72,73,74,75,76,
77,79.
Kindly tetufir a file stamFed copy to me.
VeryTnrly Youts,
McDevitt & Mller IIP
Qew=
D.anJ.Miller
DJM/hh
Cc United Water Idaho, Inc.
ORIGINAL
Dean J. Miller (lSB No. 1968)
MoDEVITT & MILLER LLP
420 West Bannock Street
P.O. Box 2564,-83701
Boise, lD 83702
Te!: 208.343.7500
Fax [phone]
ioe@mcdevitt-miller. com
Aftomey for United Water ldaho, lnc.
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BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
lN THE MATTER OF THE APPLICATION I Case No. UW-W-15{1
OF UNITED WATER IDAHO INC. FOR
AUTHORIW TO INCREASE ITS RATES I UNITED WATER IDAHO INC'S
AND CHARGES FOR WATER SERVICE I FIRST RESPONSE TO THIRD
IN THE STATE OF IDAHO PRODUCTION REQUEST OF THE
COMMISSION STAFF
United Water ldaho lnc., ("United Wate/') by and through its undersigned
attorneys, hereby submits its Fitst Response to the Commission Staffs Third Production
Request Nos 67, 68, 69, 71 ,72, 73,74,75,76,77 ,78.
DATED this _!\day of August, 2015.
UNITED WATER IDAHO INC'S FIRST RESPONSE TO THIRD PRODUCTION REQUEST OF THE
GottlttsstoN STAFF - l
UNITED WATER IDAHO INC.
J. Miller (lSB No. 1968)
Attomey for United Water ldaho, lnc.
CERTIFICATE OF SERVICE
I hereby certify that on ,n" -]:!|day of August, 2015,t caused to be served, via
the method(s) indicated below, true and correct copies of the foregoing document,
upon:
Jean Jewel!, Secretary
Idaho Public Utilities Commission
472 West Washington Street
P.O. Box 83720
Boise, lD 83720-0074
[e-mail]. id. us
Donald L. Howell, ll
Daphne Huang
Deputy Attomey General
ldaho Public Utilities Commission
P.O. Box 83720
Boise, ldaho 83720-0074
don. howell@p uc. idaho. sov
daphne.huanq@puc. idaho.qov
Brad M. Purdy
Attorney at Law
2019 N. 17th Street
Boise, lD 83702
[e-mail]
Hand Delivered
U.S. Mail
Fax
Fed. Express
Email
Hand Delivered
U.S. Mail
Fax
Fed. Express
Email
Hand Delivered
U.S. Mail
Fax
Fed. Express
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UNITED WATER IDAHO INC'S FIRST RESPONSE TO THIRD PRODUCTION REQUEST OF THE
coMiitssroN srAFF - 2
UNITED WATER IDAHO INL.
cAsE uwt-w-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Roger Greaves
REQUEST NO. 67: Please describe the capital expenditure process (including but not
limited to) identification of need, request for project approval and the necessary
paperwork, project management and project closure into plant in service. Please also
provide documents (policies, procedures and sample requests) supporting this process.
RESPONSE NO. 67: The attached document is the Company's "Capital Expenditure
Control Policy & Procedure Manual". This Manual outlines the entire capital
expenditure process.
UNITED WATER
CAPITAL EXPENDITURE CONTROL POLICY
&
PROCEDURE MANUAL
2012 Revision
(including CEA Approval Level revised October 2,2012)
SECTION 1
SECTION 2
SECTION 3
SECTION 4
UNITED WATER
Capital Expenditure Control Policy & Procedure Manual
TABLE OF CONTENTS
Capital Expenditure Confrol System
1.1 Policy1.2 Scope1.3 Practice1.4 Responsibility
Preparation of the Capital Expenditure Plan
2.1 General2.2 Capital Project Numbering System
2.3 Project Priority Codes2.4 Determination of Planning Period Capital Expenditures2.5 Project Cost Estimates2.6 Project Descriptions and Justifications
Capital Plan Review and Approval
3.1 Annual Capital Expenditure Plan Processes3.2 IIWM&S Capital lnvestnents Function3.3 President/COOFunction3.4 Board of Directors Function
Capital Project Approval Utilizing CEA4.1 General4.2 Routing and Approval of the CEA Form4.3 Explanation of the CEA Form Components4.4 Cost Details to Accompany CEA4.5 Supplemental lnformation to Accompany CEA
SECTION 5 Capital Expenditure Monitoring and Management5.1 General5.2 Capital Expenditure Control System Policy5.3 CapitalExpenditureAuthorization5.4 Capital Expenditure Summary Reports
5.5 True Up Construction Costs for Developer Water Main Extension
Projects
SECTION 6 Capitalized Overhead
6.1 General6.2 Local Overheads
United llater Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 2
6.3 Segment Overheads
6.4 CorporateOverheads
6.5 Transportation
6.6 Employee Benefits
APPENDD( A Capital Expenditure Authorization Approval Level
APPENDIX B Regulated Utility Capital Expenditure Authorization
(CEA) Form, Retirement Work Order (RWO), and Project Plan (Sample)
APPENDD( C Non-Regulated Contract Operations CEA Form
APPENDD{ D Capital Projects "In-Service"r "Close" and
"Retirement" Reports
APPENDIX E CEA Change Request Authorization
APPENDIX F Capital Expenditure Report, Project Detail Report,
Project Summary Report (Sample)
APPENDIX G Suez Environnement CAPEX- Delinitions
APPENDIX H Closing Procedures for Blanket Projects
APPENDD( I Strategic Planning Policy and Procedure (Used for Suez
MTP)
APPENDIX J Refunds for New Customer Connections
APPENDD{ K New and Replacement Meter Charges
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 3
United Water
Capital Expenditure Control Policy and Procedure Manual
Section I
Capital Expenditure Control System
1.1 Policv
It is the policy of United Water that approval will be obtained prior to committing
the company to any capital expenditure. Approvals shall be obtained in accordance
with the Capital Expenditure Conhol Policy. The required levels of approval vary
with the amount of the proposed capital expenditure and are in addition to any
approvals obtained from the Commitrnent Commiffee (project cost > $3 million),
Board of Directors (> $5 million) and Suez Environment Operations Committee (>
20 million Euros).
The Capital Expenditure Process shall consist of:
o MTP (Medium Term Plan)o Capital Expenditure Plan with Project Justifications,: x:{rfiftittn:fxli;ff'"'
1.2 Scope
This policy will apply to all regulated utilities and non-regulated contract service
operations throughout United Water.
This policy will apply to all additions to and retirements of property, plant and
equipment.
1.3 Practice
1.3.1 MTP and Capital Exoenditure Plan
The MTP and Capital Expenditure Plan are used for defining the anticipated
annual capital requirements of the individual operating companies and
becomes a vital element in the United Water Operating Plan.
United lYater Capilal Control Expenditure Policy and Procedure Manual
Revised 2012
Page 4
The Medium Term Plan and Capital Expenditure Plan will be developed and
prepared by the operating company annually, reviewed at various
organizational levels as deemed appropriate and submitted to United Water
management and United Water Board of Directors for corporate approval.
Approval of the annual Capital Expenditure Plan does not constitute aoproval
of any individual project other than those projects defined as "Blanket
Projects". All other individual projects contained in the Capital Expenditure
Plan are subject to the appropriate project approval levels according to
Appendix A, attached.
Projects in excess of $3,000,000 require Commiftnent Committee approval and
projects in excess of $5,000,000 require Board of Directors approval prior to
the submittal of the CEA. Approval by Suez Environment Operations
Committee is required prior to the United Water Board of Directors review and
approval, if the project cost is in excess of 20 million Euros.
Upon approval of the Capital Expenditure Plan, all proposed expenditures for
the first year of the planning period will constitute the "Capital Expenditure
Budget" for that year, and all expenditures included therein will be classified
as "Planned Expenditures".
Any capital expenditure projects proposed during the
included in the approved Capital Expenditures Budget
"Unplanned Expenditures".
which are not
be classified as
1.3.2 Capital Expenditure and Retirement Authorizations
The forms each company will prepare in order to obtain approval of, control,
monitor and document all additions to plant are the Capital Expenditure
Authorization (CEA); and in the case of retirement of plant, the Retirement
WorkOrder(RWO).
The Capital Expenditure Authorization (CEA) provides a description of the
work to be performed, the purpose of the project, an estimate of the project
cost, the projected financial impact of the project, and signatures indicating
approval of the expenditure by appropriate levels of management.
Fixed assets with more than $750 gross expenditure, on an individual or per
unit basis, that meet the definition of capital shall be capitalized through CEA
process.
Large Capital Projects, in excess of $250,000 of expenditure, must have a
complete "Capital Project Plan" as shown in Appendix B submitted with the
CEA.
Uniled Water Capital Control Expenditure Policy and Procedure Manual
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The Retirement Work Order (RWO) provides a description of the property to
be retired, its original installation, construction or purchase date and cost, an
estimate of salvage cost and/or cost to remove and signatures indicating
approval by appropriate levels of management.
1.3.3 Capital Expenditure Reportine System
Capital expenditure activity will be reported monthly through the Project
Costing Module.
Capital expenditure reporting will provide the mechanism by which each
capital project or other capital expenditure is followed through its cycle from
inception to completion. Specific information on the financial history and
future expenditure forecast will be provided for each project.
1.3.4 Approvals
Project approval levels for Capital Expenditure Authorizations are defined in
Appendix A.
All projects with an estimated amount of $3,000,000 or more are required to
have review and approval of Commiment Committee prior to CEA
preparation and submission.
Additionally, after approval by the Commiftnent Committee each project with
a CEA amount of $5,000,000 or more is individually submitted to the Board of
Directors for review and approval at the next scheduled meeting. Approval by
Suez Environment Operations Committee is required, if the project cost is in
excess of 20 million Euros.
For projects that require the review and approval by the Suez Environment
Operations Committee, United Water Board of Directors, or United Water
Commitnent Committee, the project manager must prepare the required
project scope, cost and schedule in time for committee or board member
review prior to presentation.
Unplanned projects and CEA Change Request Authorizations that require
Board approval during the plan year will be submitted to the Board for
approval at the next regularly scheduled Board Meeting, unless approval is
needed before the next regularly scheduled Board Meeting, in which case
approval will be sought by written notice to the Board.
Project managers must use all possible efforts to request approvals during the
regular Board meetings.
Uniled llater Capital Control Expenditure Policy and Procedure Manual
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The Segment President shall have approval authority for all developer-
initiated projects for which a shortfall of funds exists involving Advances for
Construction il and only if, such shortfalls are the direct result of following
the State Regulatory Commission or Agency rules relating to the application
of refunds, future tax depreciation benefits or minimum pipe footage
allowances.
If the shortfall is due in total or in part to any company-funded betterment
(e.g., larger main size), project approval shall be obtained as indicated on
Appendix A, according to the net amount for both CEA's and CEA Change
Request Authorizations.
Approval of projects supported by "Guaranteed Revenue Projects" will follow
the same approval procedures as other capital expenditure projects. When any
such project shall commit the Company to expand any existing source,
treatment, pumping, storage facility, and./or to consffuct any such new
facilities, approval required shall be determined by the project cost of such
expanded or additional facilities.
Blanket CEA's covering meters, services, fire hydrants and short mains, valves
and certain computer equipment shall be deemed fully authorized upon
approval of the Capital Expenditure Budget up to their budgeted amounts.
For planning and management confrol purposes, an individual Operating
Company may elect to prepare and submit Blanket Project CEAs for approval.
The approval of blanket project CEAs will follow the same approval levels as
shown on Appendix A. However, it is not necessary to obtain the approval
from Commitment Committee, if an individual blanket project is in excess of $
3 million.
1.3.5 CEA Change Request Authorizations
Project cost analyses and additional approvals will be required for each project
for which the current forecast ofthe total net project cost exceeds the approved
net project cost by more than l0% and a minimum of $10,000.
The purposes of this CEA Change Request Authorization (CRA) procedure
are:
(i) to bring problems to the attention of management for corrective
action, ifpossible;
(ir) to afford an opportunity for re-assessment of the economic
expectations and impacts of the project;
United lltater Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
page 7
(iii) to identifu specific causes of the ovemrn;
(iv) to establish corrective action to prevent future ovemrns; and(v) to assist in identifuing chronic problem areas in budgeting and
estimating.
Project managers shall make every effort to prepare and submit the required
Change Request when the anticipated project cost is to exceed the approved
amount by more than l0o/o. Project expenditures and forecasts shall be
reviewed and updated on a monthly basis by Company Engineering
Manager/Director.
A CEA Change Request Authorization (CRA) approval is required for all
projects, including Blanket Projects whose anticipated or actual net
expenditures exceed the original approved CEA net amount by at least 10%
and a minimum of $10,000. All Change Request Authorization should be
prepared and submitted for approval within 30 days when the anticipated
project cost is to exceed the approved amount by more than 10%.
Once it has been determined that a CEA Change Request Authorization is
required, the level of approval is determined on Appendix A, using the
anticipated net project cost.
Developer Initiated Water Main Extension Pro.iects - Future refunds for new
service connections are required under the state regulatory commission rules
for developer initiated water main extension projects. Future refunds to the
original depositors shall be recorded under the original Project ID throughout
the life of the contract. Total customer connection refunds will potentially
exceed the l0o/o and minimum $10,000 threshold that would initiate the CRA
requirement. Therefore, Change Request Authorization will not be required
for developer initiated water main extension projects with future refunds for
new service connections, unless the pro.iect ovemrn is due to company
betterment.
1.3.6 Preliminary Survey Expenditures
All charges for Preliminary Surveys, Designs and Investigations that are
expected to total more than $25,000 for any one project shall be approved
using the same procedures as other capital projects. However, all Preliminary
CEAs regardless of cost must be approved by the Director of CAPEX
Planning.
Preliminary Strrvey and Investigation expenditures expected to be less than
$25,000 can be charged to a "blanket" Preliminary Survey Projects as
described in Section 4 of this Manual.
Uniled llater Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 8
It is the responsibility of Company Engineering Manager/Director to manage
all preliminary survey project expenditures ard fransfer costs to actual projects
in atimelymanner.
1.4 Rqsponsibilitv
Segment President
VP Capital Inveshe,lrts
Capital Investuent Director
Company Engineering Manager/Director
United Water Capital Control Eryenditure Policy andPrucedure Manual
Revired 2012
Page 9
United Water
Capital Expenditure Control Policy and Procedure Manual
Section 2
Preparation of the Capital Expenditure Plan
2.1 General
Each regulated utility or non-regulated contract service subsidiary will annually
prepare and submit aCapital Expenditure Plan along with Project Justifications that
outline the capital investnent objectives of the Company for the planning period.
Unless specifically stated in the State regulatory commission regulations, the
planning period will be the five years following the current year.
The Plan will identiff, describe and justify specific proposed capital improvements,
quanti$ the level of expenditures required and indicate the yea(s) in which the
expenditures are to take place.
The Capital Expurditure Plan (using Excel file format) will consist of:
a) standardized forms that list proposed capital projects and their associated
expenditures by year,
b) descriptions and justifications for proposed capital projects, and,
c) any supplemental information necessary to fi.rlly describe proposed
projects, e.g. maps, drawings, sketches, photos, reports and memoranda.
Prior to final approval as part of the consolidated United Water Capital Expenditure
Plan, each Company's Plan will be subject to several stages of review in which the
Company will be expected to show that:
a) each proposed project is necessary to the provision of proper utility
service,
b) ttre estimated costs are as accurate as possible,
c) practical alternatives have been identified and evaluated based on life-
cycle cost and revenue requirement,
d) ttre proposed timing of expenditures is appropriate and realistic,
e) the plan is coordinated with rate case filing, and,
0 the plan is consistent with the mission and goals of the corporation.
2.2 Capital Proiect Numberins Svstem
Uniled lYater Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
page ro
To ensure consistency among regulated utility subsidiaries and facilitate integration
of individual company plans into a consolidated United Water Capital Expenditure
Plan, a standard capital project numbering system is used.
Each proposed capital expenditure project within the Company will be assigned a
unique seven-character Project ID. The fust digit of the Project ID will be a letter
indicating Project Type; i.e. C for CWIP Capital Additions, R for RWIP Plant
Retirement. The next two characters of the Project ID will be the last two digits of
the year in which the project is to be initiated, e.g. 12 (for 2012),13 (for 2013), etc.
The third character will be a letter corresponding to a standard Project Classification
as follows:
A.
B.
C.
D.
E.
F.
G.
H.
I.
J.
K.
L.
M.
N.
o.
P.
a.
R.
S.
T.
U.
v.
w.
x.
Water Supply
Water Treatrnent
Water Pumping
Transmission and Distribution Mains
Distribution Storage
Customer Service Lines
CustomerMeters
Transportation - Water
(Not Used)
Information Technology - Water
Other General Plant - Water
Connection Fees - Water*
Preliminary Surveys -Water
Customer Sewer Iaterals
(Not Used)
Wastewater Collection Mains
Wastewater Pumping
Wastewater TreaEnent and Disposal
Wastewater Effluent Reuse
Transportation - Sewer
Information Technology - Sewer
Other General Plant - Sewer
Connection Fees - Wastewater*
Preliminary Surveys - Wastewater
L and W Project Classifications are to be used for Connections Fees
that are applicable to multiple Utility Plant Accounts, i.e. "backbone"
plant. Connection fees intended to fund only specific tlpes of plant,
i.e. customer service lines or sewer laterals, will be charged to the
appropriate specific Plant Classification.
United lltater Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page I I
The last three characters of the Project ID will be a number from 000 to 999 that is
unique within the Project Classification for that year. Within certain Project
Classifications, "Blanket" projects have been created.
Blanket Projects are capital expenditure projects created to accotrnt for expenditures
on certain "mass property" items such as customer service lines, customer meters,
fire hydrants, short mains and valves, customer sewer laterals, and certain computer
equipment. Annual expenditures on these items are typically made up of many
individual 'Jobs" at relatively small costs per job. New Blanket Projects are created
at the beginning of each budget year. Blanket Projects are considered to be fully
approved upon approval of the operating company's annual Capital Budget. Project
ID Numbers are pre-assigned to Blanket Projects as follows (yy represents year):
CyyD001 Fire Hydrants - New
CyyD002 Short Mains - New *
CyyD501 Fire Hydrants - Replacement
CyyD502 Short Mains - Replacement *
CyyF001 Domestic Service Lines - New
CyyF002 lrigation Service Lines - New
CyyF003 Fire Service Lines - New
CyyF004 Backflow Prevsnters - New
CyyF501 Domestic Service Lines - Replacement
CyyF502 krigation Service Lines - Replacement
CyyF503 Fire Service Lines - Replacement
CyyF504 Backflow Preventers - Replacement
CyycOOl CustomerMeters - New
CyyG501 Customer Meters - Replacement
CyyJ999 Computers - New and Replacement (Water Utilities)
CyyM201 Small Preliminary Surveys (Water Utilities) *x
CyyN001 Customer Sewer Iaterals - New
CyyN002 Customer STEP Iaterals - New
CyyN5O1 Customer Sewer Iaterals - Replacement
CyyN502 Customer STEP laterals - Replacement
CyyP001 Short Mains & Manholes - New *
CyyP50l Short Mains & Manholes - Replacement *
CyyU999 Computers - New and Replacement (Wastewater Utilities)
CyyX201 Small Preliminary Surveys (Wastewater Utilities) **
Included in Short Main projects are jobs of $25,000 or less for each
Small Preliminary Surveys are jobs of $25,000 or less for each job.
{.
job.
**
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 12
Within certain Project Classifications, the need for capital expenditure is known but
specific projects cannot be identified in advance; e.g. Extensions to New Customers,
Replacement Mains and Highway Related New and Replacement Water Main
Projects, Replacement Well Pumps, Replacement Treatment Equipment, etc..
Additionally, it is desirable in certain cases to provide operating company
management with latitude to redirect funding during the year as needed. For
planning puposes, it is advantageous to utilize Project Groups to reflect collective
funding requirements for these situations.
Project Groups are identified by Project Numbers whose last two digits are 00.
Standard Project Groups are as follows:
CyyDlOO New Mains - Company-Funded
CyyD200 New Mains - Highway Projects
CyyD300 Extensions to New Customers - Developer Projects
CyyD400 Extensions to New Customers - Existing Homes
CyyD600 Replacement Mains - Company Funded
CyyD700 Replacement Mains - Highway Related Projects
CyyD 800 Cleaning&ining
CyyP100 New Sewer Mains - Company-Funded
CyyP200 New Sewer Mains - Highway Projects
CyyP300 Sewer Extensions to New Customers
CyyP600 Replacement Sewer Mains - Company Funded
CyyP700 Replacement Sewer Mains - Highway Projects
CyyP800 Sewer Lining
Within a given Company, additional Project Groups may be authorized, as needed.
Project Groups are used only for planning purposes and, unlike Blanket Projects,
approval of the Company's Capital Expenditure Plan is not an authorization to
proceed on Project Groups. Specific projects within each Project Group requires
Project Numbers for such projects should be consistent with the number assigned to
the Project Group; e.g. the first project required under Project Group C1lD700
would be Project Cl1D701. Anticipated specific projects whose estimated net costs
exceed $1,000,000 will not be incorporated in a Project Group, but should be
identified separately, with the exception of water main replacement projects.
2.3 Proiect Prioritv Codes
A system of prioritization has been developed to assist in determining the
appropriate timing for individual projects. The following is a list of priority codes;
the lowest number representing the highest priority. A priority code should be
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 13
assigned to each proposed project. Where a project appears to fit more than one
category, it should be assigned the highest priority (lowest number). If a project
consists of distinct components that appear to fit into different categories,
consideration should be given to separating the project into more than one project
accordingly.
00 Self-Supportine Projects
Self-supporting projects include the projects that produce revenues or reduce
expenses sufficient to support the project. lncluded are projects dirdctly
related to serving new customers if required by the State Regulatory
Commission. Since these projects theoretically have no financial impact on
the Company, there is no need to include them in a prioritization scheme.
01 New services, new meters, new sewer laterals
02 Main extensions to new customers in compliance with Regulatory
Commission rules and regulations.
03 Expense-reducing projects
(To be included here, a project should produce a retum on
invesftnent at least equal to the retum "allowed" by the State
regulatory commission. "Rule of Thumb: the reduction of annual
expense should equal at least 15% of the investrnent.)
05 Surcharge Projects or DSIC projects
l0 Projects Mandated By Govemmental Aeency
Projects in this category are generally "non-discretionary" and the timing of
said projects is usually dictated by the subject agencies.
11 Compliancewithenvironmentalregulations.
12 Compliancewithsafetyrequirements.
l3 Compliance with regulatory commission regulations and,/or orders.
14 Projects required due to highway improvement projects.
15 Projects required by municipal agencies. (Building code compliance,
new hydrant installation.)
16 A1l other.
20 Correction Of Service Deficiencies
United lVater Capilal Contol Expenditure Policy and Procedure Manual
Revised 201 2
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30
Projects are required to correct existing service deficiencies; e.g. low
pressure, inadequate fire flow, water quality issues, etc. As with Category
10, these projects should be considered non-discretionary and should be
undertaken without delay. Failure to proceed with projects in this Category
will result in eventual migration to Category 10.
Prevention of Service Deficiencies
Projects are required to prevent decline of level of service that is currently
adequate. Included are projects for expansion of capacity resulting from
growth. Projects in this category are also "non-discretionary" in the sense
that failure to address will result in migration to Category 20 and ultimately
Category 10.
31 Added capacity.
Timing "fxed" by customer service needs.
32 lnfrastructure replacement.
This is a special sub-category in that the need is on-going and the
required level of expenditures for most systems is significant. There
is, however, a degree of latitude in determining the timing of said
expenditures. If it is determined that a given footage of pipe should
be replaced in a five-year period, this footage can be distributed over
the period in a number of ways. (Logistical problems generally
prevent completing a five-year program in one year.)
33 Other improvements.
Cost Containment
Included in this Category are expenditures related to "routine" replacements
of items that are likely to produce increasing levels of expense if not
replaced. Examples are tools and equipment that require more frequent
repairs as they age and pumps and motors whose efficiency declines over
time. Timing of projects is somewhat flexible in that a one-year delay is not
critical.
Cost Improvement
Project Category 50 includes projects that provide an immediate reduction of
O&M expenses but not to the level required for inclusion in Category 03.
As with Category40, timing is flexible.
Productivity Improvement
Project Category 60 will include many "modernization" projects whose
benefits may not be easily quantified and are not immediate. Tlpical
projects in this category are those that will eliminate or delay the need for
hiring additional personnel at some future date. Other includable projects
40
50
60
United lYater Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 15
2.4
are those that may produce improved levels of customer service that may not
be easily measured. Projects included in this category should be examined
closely to be sure that they do not rightly belong in a higher priority
category.
99 All Other
Projects not included in any of the above categories.
Determination of Plannins Period Capital Exnenditures
The following are the steps required to determine the planning period capital
expenditure requirements (Steps I through 9) and to determine the appropriate
timing of individual planned projects (Steps 10 through 17).
l) Projections of customer growth and associated water demand for the
planning period will be prepared by the Company Engineering Departrnent
in cooperation with UWM&S Engineering Deparftnent and/or UWM&S
Rate Departrnent. Facilities required to directly serve new customers (main
extensions, services, meters) will be quantified by year.
2) If demand projections in Step I indicate the need for expansion of
"backbone" facilities, e.g. source of supply, water allocation, treafrnent,
storage, major ffansmission mains, etc., the magnitude and timing of the
subject expansions will be determined.
3) Where projected increases in demand during the planning period are
significant, hydraulic network analyses should be conducted to determine the
need for required fransmission and distribution improvements.
4) Records of customer complaints, low pressure issues, discoloration of water,
and water main break data is to be reviewed to determine the existence of
possible service deficiencies that could be corrected by capital
improvements.
5) Potential capital projects identified in steps 2 through 4 will be studied to
determine available altematives and approximate costs. For each potential
project, the probable "best cost" alternative will be selected. (For purposes
of these analyses, the "best cost" altemative is defined as the alternative that
results in the lowest revenue requirement per existing customer over the
estimated life of the asset.) The Company Engineering Deparffnent has the
primary responsibility for performing the required studies. If additional
manpower or special expertise is required, assistance will be provided by the
UWM&S Engineering Deparftnent and/or outside consulting services.
Uniled ll'ater Capital Control Expenditure Policy and Procedure Manual
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Page 16
6)
7)
8)
e)
10)
I l)
t2)
l3)
The Company Engineering Deparhnent will pre,pare and update the
Company's infrastructure replacement master plan.
The Company Engineering Department will review recent construction data
and revise unit costs for common construction items, i.e. mains, hydrants,
services and meters.
Each department will prepare a list of its requirements for new and
replacement tools, fumishings and equipment for the planning period. The
Engineering Department will provide technical input and cost-estimating
assistance.
Each submitted project will be reviewed by the Company's General Manager
and Engineering DirectorAvlanager to assure that projects are properly
justified, estimated costs are realistic and the proposed timing is appropriate.
After the afore-mentioned review, all projects proposed for the planning
period will be assigned a Project Priority Code as outlined in Section 2.3.
Total net capital expenditure requirements are detemrined for the planning
period for all priority categories other than Category 00.
The total planning period expenditure in Step 1l is divided by the number of
years in the planning period to determine the average annual expenditure
"target" for the planning period.
Projects in Priority Groups l0 through 30 where timing is "fxed" by
regulatory or customer service requirements are identified. Estimated costs
for these projects are assigned to the appropriate years.
If costs in any year substantially exceed the "target" amount as a result of
Step 13, the "target" amounts for the preceding and/or following year(s)
should be adjusted so that the average of the subject years is approximately
equal to the original rrtargotrt value.
All remaining projects in Priority Groups 10 through 99 shall be planned
from beginning to end of the planning period in order of priority so that
annual targets are not exceeded.
Costs of PriorityCode 01 and 02 projects (new customers) are assigned to
the appropriate years.
If Priority Code 03 projects (expense-reducing) have been identified, allocate
the associated costs in the earliest possible year.
t4)
1s)
16)
t7)
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 17
2.5 Proiect Cost Estimates
For each proposed capital expenditure project, estimated Gross and Net expenditures
must be provided. Gross expenditure reflects the total cost that will ultimately be
recorded to Utility Plant In-Service and includes:
o Direct Costs
a) Materials and Supplies
b) Company Labor
c) Outside Contractors
d) Consulting Engineers
e) Equipment Rentals
f) Direct Purchaseso Overheads (Local, Segment and Corp.)o Allowance for Funds Used During Construction (AFUDC)
Net Expenditure represents Gross Expenditure less AFUDC and less Advances and
Contributions in Aid of Construction (CIAC), if any are applied to the project.
For purposes of cost estimating, the level of detail required is generally
commensurate with the size and complexity of the project. For certain "roLltine"
projects, e.g. mains, services, hydrants, meters, etc., current unit costs multiplied by
estimated number of units will often be sufficient.
For larger, more complex projects, costs of individual project components should be
estimated separately. Where necessary, "budget" quotes or preliminary proposals
should be solicited from vendors or contactors. The CEA Form (See Appendix) or
similar format can be used.
All cost estimates, including those for future years should be based on current costs;
adjustrnents for inflation should not be included.
Proiect Descrintions and Justifications
Written descriptions shall be provided for every project proposed for the Budget
Year (first year of the planning period) and all specific, non-blanket projects in
excess of $250,000 in the remaining years.
Descriptions should be as concise as possible while providing sufficient information
for the reader or reviewer to understand what is proposed, why it is necessary, how it
will be accomplished and when the expenditure will be incurred.
2.6
IJnited Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 18
The amount of description should be proportional to the scope and complexity of the
project.
Generally, Blanket Projects require minimal explanation, i.e. the installation history
for the past five years, the ntrmber of units to be installed Oy size and type where
appropriate) and the estimated total unit cost.
For all large projects ($250,000 or more), the description should identiff all realistic
altematives and why the proposed alternative was selected.
United Watcr Capital Control Eryenditure Policy andPrucedure Manual
Revised 2012
Page 19
United Water
Capital Expenditure Control Policy and Procedure Manual
Section 3
Capital Plan Review and Approval
This section describes the plan review and approval process involving all regulated
utilities and non-regulated contract operations throughout United Water. This process
normally begins in May and concludes in December.
3.1 Annual Capital Expenditure Plan Processes
3.1.1 Field Review Schedule - The LIWM&S Director of Capital Investnents will
develop a schedule for formal field reviews of each Company's proposed
Capital Expenditure Plan. (Schedule established in April for field reviews in
June and July)
3.1.2 Regulatory Compliance Guidelines - UWM&S Engineering will consult
with LIWM&S Director - Regulatory Compliance and UWM&S Director -
Water Qualrty regarding anticipated regulatory compliance requirements for
the planning period.
3.1.3 Preliminary Plan Submission and Review - Approximately two weeks prior
to the beginning of the field reviews, each Company will submit its
preliminary Capital Expenditure Plan to the UWM&S Dir. Capital
lnvestnents.
3.I.4 Initial Revisions/Requests for Information - After initial review of each
Company's Plan, IJWM&S Dir. Capital Investnents will notify each
Company of the probable focus of the field review as well as modifications
and/or additional information that will be required at that time.
3.1.5 Consolidation of Preliminaqv Plans - UWM&S Dir. Capital Investrnents will
prepare various schedules to incorporate individual proposed plans into a
proposed United Water Utilities Consolidated Plan.
3.1.6 Review of Consolidated Preliminarv Plan - IIWM&S Dir. Capital
Investnents will review the consolidated Plan, focusing on previously
identified issues. If proposed expenditures in individual years depart
significantly from the average annual expenditure for the planning period
possible strategies will be developed to manage expenditures.
United Water Capilal Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page 2o
3.1.7 Field Review of Proposed Plan - UWM&S Dir. Capital Investnents and
other attendees will conduct a formal field review of the Company's
proposed Plan, including the status of the current year's capital program.
The field reviews will examine each proposed project as to its pu4)ose,
scope, schedule and estimated cost. Discussions will include altemate
solutions, effect on operations, water quality, service standards, rate impact
and conformance to corporate goals. At the conclusion of the review,
proposed revisions will be agreed upon and a date for submittal of the
revised plan will be established.
The review will normally be attended by the Company's General Manager,
the Company's Engineer Manager/Director, the UW M&S Director Capital
lnvesfrnents, the VP Capital lnvestrnents, IIWM&S Planning and Rates and
other Company and/or UW-M&S personnel as necessary.
3.1.8 Revised Individual and Consolidated Plans - Each Company's revised Plan
will be submitted to VP Finance for review to assure that required revisions
have been made and that any requested supplemental information is
provided. If necessary, VP Finance will contact the Company for further
clarification, etc.
3.1.9 Additional Revisions - Revisions arising from additional reviews will be
communicated to each Company by UWM&S Dir. Capital lnvesfrnents and
the final plan will be presented to United Water President and CEO
(November) and to the United Water Board of Directors (December).
3.1.10 Final Approved Plan - Upon approval of the United Water Consolidated
Capital Expenditure Plan by the United Water Board of Directors, IIWM&S
Dir. Capital lnvestnents will notiff each Company of the approval and
coordinate input of required information to the PS System for the coming
year.
3.2 UWM&S Capital Investments Function
3.2.I Annual Schedule - In April of each year, the Ir\M\4&S Dir. Capital
lnvesfinents provides executives and senior management with a schedule of
the annual budget cycle targeting specific events for the year.
3.2.2 Develop Budset Guidelines - The UWM&S Dir. Capital lnvestrnents works
with the Corp. Finance to establish budget guidelines (assumptions) that will
be incolporated into the current or subsequent Budget Cycles. These
guidelines will be based on analyses performed to date.
United Water Capilal Control Expenditure Policy and Procedure Manual
Revised 2012
Page 2l
3.3
3.2.3 Attend Meetings as Needed - The UWM&S Dir. Capital Investments will
meet with the Budget Committee and/or area heads, as needed, to ensure that
budget guidelines (assumptions) are received by the budget developers. Any
required training, form revision, etc., are developed by the llW M&S
engineering department.
3.2.4 Review Submitted Capital Budeet - The UWM&S Dir. Capital lnvestnents
submits the preliminary capital budget to the Corp Finance. The Director
along with the Corp Finance: (a) reviews the budget and makes decisions
and recommendations conceming project financings and yearly projected
expenditure allocations, and (b) reviews level of planned capital
expenditures and provides current year consolidated operating and five year
sfrategic plan assumptions regarding required rate relief, AFUDC,
depreciation and interest expense.
3.2.5 Monitorine the Capital Expenditures - Throughout the year, the UWM&S
Dir. Capital lnvestments will oversee the capital budget and expenditures to
meet the approved budgeted parameters.
PresidenUCOO Function
a. Assess Annual Capital Budeet - The final capital budget is presented to the
President/COO who reviews the projects and scope of the budget.
b. Approve Annual Capital Budget - The President/COO approves the capital
budget for its presentation to the Board of Directors.
c. Project Approvals - The PresidenVCOO approves:
a) all individual projects that range from $500,000 and above,
b) unplanned capital projects that occur during the year that range from
$500,000 and above,
c) capital budget revisions with an overrun of l0o/o or more on the
aggregate budget or on $5,000,000 projects individually approved by
the Board of Directors.
Board of Directors Function
a) Review and Approve Annual Capital Budset - The Board of Directors
reviews the presented annual capital budget for implementation.
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 22
b)
c)
Aoprove Final Annual Capital Exoenditure - The Board of Diregtors
approves the final annual capital expenditure for corporate records.
ProjectAporovals - The Board of Directors approves:
2\ ',nplanned capital projects that occur during the year for $5,000,000
and above,
3) capital budget revisions with an overun of l0o/o or more on the
aggregate budget or on $5,000,000 which are individually approved.
Llnited Water Capital Control Eryenditure Policy andPrccedtre Manual
Revised 2012
Page 23
4.1
United Water
Capital Expenditure Control Policy and Procedure Manual
Section 4
Capital Project Approval Utilizing CEA
This section describes the capital project approval process utilizing the Capital Expenditure
Authorization (CEA). The CEA form is illusffated in Appendix B.
General
The Capital Expenditure Authorization (CEA) is the vehicle used to gain approval to
proceed with expenditures on capital projects. A CEA will be prepared for each
capital project with the following exception: "Blanket" projects discussed in Section
2.
Routins and Apnroval of the CEA Form
The required approval level for each capital project is dependent on the net
expenditure for the project as well as the planned expenditure and/or previous
approvals for the project. The approval levels are shown in Appendix A.
All CEA's should be reviewed by the Company Engineering Manager/Director prior
to approval of the Project Manager or Sponsor.
All CEA's requiring approval level higher than General Manager shall be routed to
the LIWM&S Capital Project Coordinator who will be responsible for further routing
as required and retum of the fully approved document to the originating Company.
Explanation of the CEA Form Components
The CEA form consists of fourpages.
o Page I - Expenditure summaries and approval levels.o Page 2 - Project description and justifications.
o Page 3 - Summary costs by sub-projects (activities).
o Page 4 - Detailed cost components.
o Page 5 - RWO (where appropriate)
o Page 6 - Capital Project Plan (for projects > $250K)
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 24
4.2
4.3
4.3.1 Page 1, "Capital Expenditure Authorization (CEA) Expenditure Summaries
and Approval Levels"
a) CompanyName. Company Number. Project ID. etc.
Self explanatory information.
b) Proiect Expenditure Summarv
t.Orisinal Plan - PriorYears
Contains gross and net values only if the project has "Prior
Year" plan amounts as it appears in the current year plan.
Original Plan - Current Year
Depicts gross and net amounts for the curre,nt year plan for
the project.
Original Plan - Future Years
Contains gross and net amounts only if the project is planned
to continue beyond the curent year.
Original Plan - Project Total
Contains the sum of "Prior Years", "Current Year" and
"Future Years".
Previous Approval
An amount is indicated if the project was previously
approved and the CEA is now being submitted due to a
higher than anticipated cost.
This Request
Indicates the dollar amowrt requested for the project.
Variance IV(L) Than Plan
Represents the magnitude of variance from the planned
amount; positive value being highe" than plan and negative
value, lower than plan.
2.
3.
4.
5.
7.
United Water Capial Control Expendiure Policy andProcedure Manual
Revised 2012
Page 25
8. Change IV(L) Than Previous Approval
Represents the magnitude of a change from a previous
approval.
c) Project Approval Levels
A1l individual projects are subject to the appropriate project approval
levels according to Exhibit A, attached.
4.3.2. Paee2. '?roject Description and Justifications"
(a) Scope oftheProject
O) Explanation - if the purpose of the project is to meet regulatory
(c)
requirements.
Explanation - if the purpose of the project is to prevent or correct
deficiencies.
(d) Explanation - if the project will result in expansion of service to new
customers.
(e) Explanation - if the project is needed to improve O&M efficiency.
(D Explanation - if the total net cost of the project exceeds + or - 20Yo
of budget arnount and how the Company needs to adjust to meet year
endbudget.
4.3.3. Paqe 3, "Project Cost Summary"
a) CompanvName.CompanyNumber
Indicates the utility's name and identifying company BU number.
b) ProjectlD
Indicates the corresponding Project ID assigned in the Project
Costing system.
c) Accrues AFUDC
Allowance for Funds Used During Constnrction (AFUDC) is applied
to eligible projects whe,n direct costs less advances and/or
United Water Capital Control Expenditure Policy andProcedure Manual
Revised 2012
page 26
contributions will exceed $50,000 and has a span of at least 30 days
between the first expenditure and the in-service date. Exceptions to
this are when the majority of costs of a project are recorded toward
the end of the project, such as water main installation, installation of
a pump, etc.
d) Overhead Rate
Overhead rates are established at the beginning of each year for each
operating company. The rate should be periodically reviewed by
Company Engineering and adjusted during the year to reflect
changes in overhead costs and/or construction costs.
e) AFUDC Rate
The applied value for each company is provided by UWM&S and
generally remains unchanged throughout the year.
0 Project Cost Summary
Sub-project ID (Activity number in PeopleSoft), sub-project
description, facility code, quantity and amount of each sub-project
activities are listed on Page 3.
4.3.4 Pase 4, "Project Details"
1. Materials & Supplies
lncludes costs for items used from the Company's inventory
or purchased for use in the project, excluding direct
purchases.
2. Companv Labor Costs
lncludes total costs for company labor charged to ttre project.
Each company's hourly rate is provided by UWM&S.
3. Outside Contractor and Consultant Costs
Reflects costs paid to outside contractors, consulting
engineers, construction supervision and equipment rental.
4. Direct Purchases
Uniled Water Capital Control Expenditure Policy and Procedure Manual
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Page 27
Direct purchase iterns are those that are useful without the
need for installation labor, e.g. air compressors, vehicles,
trash pumps, etc.
5. Omissions/Continsencies
Projects with a degree of uncertainty about the total cost, can
have an allowance for Omissions and Contingencies. If
similar allowances are included in the direct cost lines, this
line is not used. Omissions/Contingencies should not be
reflected in the "Prior Years" column; they are actual costs.
The remainder of the page is self explanatory.
4.4 Cost Details to Accompanv CEA
Each CEA must be accompanied by
(Activity number in PeopleSoft) as
Expenditure Unitization policy.
a breakdown of costs by Sub-Projects
defined by the United Water Capital
A standard numbering system has been developed to permit recording and
tracking costs within the Project Costing module of PS. This numbering system is
designed to facilitate the transfer of costs from the Project Costing module to the
Asset Management module of PS. Generally, each unit of property within a given
project must be assigned a separate Sub-Project ID.
a) Sub-Project (Activity) ID Structure
The Sub-Project ID utilizes the following format, where:o characters 1 to 3 represent the three-digit Utility Plant Account,
o characters 4 and 5 represent the Plant Sub-Account,o characters 6 and 7 represent the Size Code,o characters 8 and 9 represent the MateriaUType Code, ando characters 10 through 12 represent the Tax District Code.
Sub-Project ID: 1 4
Character Field: I 2
The use of characters 1-3 is mandatory for all Sub-Projects; the use of the
remaining characters is discussed below. The Sub-Project ID cannot
contain "blanks" between used characters. Characters unused a.fur the last
character used can remain blank, but unused characters between used
characters must be filled with zeroes. The following are examples of valid
Sub-Project IDs:
Uniled lYater Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page 2g
3qaLZpINwR34 s67 89r0ttr2
b)
32s
3251^
31140
31140A.
3430012PV
394000000NwR
Use of Sub-Project (Activity) ID Codes
l) Utilitv Plant Account and Sub-Account
2)
Each Company must use the Utility Plant Accounts included in the
Uniform System of Accounts prescribed in its jurisdiction. The 2-
digit Sub-Account position (Sub-Project ID Field 4 and 5) is
provided for those jurisdictions where it is used. The Utility Plant
Account (and sub-account where required) is the minimum level of
cost segregation required. A project that includes costs to be
recorded to three different Utility Plant Accounts requires a
minimum of three Sub-Project IDs.
Size Code
For those Utility Plant Accounts designated as "mass property"
accounts; i.e. water mains, fire hydrants, water service lines,
customer meters, sewer mains and sewer laterals, costs must be
further segregated by size. A water main installation project that
includes three sizes of pipe requires a minimum of three Sub-
Projects. The Size Code consists of two characters representing
the size of the property unit in inches. The following special
Codes are utilized for properly units with sizes that do not translate
directly:
05
58
34
15
25
04
06
99
l12"
5/8" X 3/4" (Meters)
314"
l-112"
2-v2"
4-112" (Fire Hydrants)
5-l/4" (Fire Hydrants)
(Sewer Manholes)
3)
All other sizes translate directly; e.g. 6" : 06,24" : 24, etc.
MateriaVTwe Codes
United lltater Capilal Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 29
For certain of the "mass property" accounts, specifically water
mains, water service lines, customer meters, sewer lines and sewer
laterals, costs must be segregated by Material or Type.
Fire Hydrants do not require a Material Code.
A main installation that includes only 8" pipe but two material
types will require two Sub-Projects. A main installation that
includes 8" ductile iron pipe, 8" PVC pipe and 6" PVC pipe will
require three Sub-Projects.
Distribution system valves are included in the same Utility Plant
Account as mains but are considered separate units of property,
therefore valves will be assigned a Material Code W to
differentiate the costs from the cost of the mains. Each size of
valve in a given project will therefore require a separate Sub-
Project.
Customer Meters utilize Material Codes SR and RM to
differentiate between straight-read meters and remote-read meters.
The following is the standard set of Material Codes to be used by
all Companies:
AC Asbestos-CementBR BrassCI Cast IronCP CopperDI Ductile IronGS Galvanized SteelLD LeadLI LinerPB PolybutylenePE PolyethylenePV Poly-vinyl Chloride (PVC)RC Reinforced ConcreteRM Remote (Meters)SR Straight-Read (Meters)
ST SteelVC Vitrified ClayW Valve
PITS Meter Pits
4) Tax District Code
United Water Capital Control Expendinre Policy and Procedure Manual
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page 3o
s)
Certain business units are required to segregate asset costs by Tax
District (County, Municipality, etc.) for purposes of taxation. In
these business units, locally-prescribed Tax District Codes are used
consisting of any combination of letters and numbers from 1 to 3
characters in length. A project that includes costs in only one
Utility Plant Account but in two Tax Districts will require two
Sub-Projects.
Special Uses of Size Code and MateriaVType Code
Expenditures within non-mass property accounts routinely involve
multiple units of property requiring the use of more than one Sub-
Project but Sub-Project IDs cannot be duplicated within the same
project. In such cases, the Size Code and/or MateriaVType Code
can be used to segregate the expenditures.
The use of sequential letters in the Size Code or MateriaVTlpe
Code is used to differentiate among the units of property. For
example a pump station project that includes expenditures for two
pumps, two motor control centers, pipe, valves and fittings and a
SCADA RTU could be set up with six Sub-Projects as follows:
32s00A
32500B
32500C
32s00D
325008
32500F
Pump No. I
Pump No. 2
MCC No. I
MCC No. 2
lnfluent and Effluent Pipe, Valves, Fittings
SCADA RTU
4.5 Supplemental Information to Accompanv CEA
Submittal of a CEA should be accompanied by any supplemental
information necessary for the reviewer to fully understand the nature,
scope and complexity of the project.
For project gross expenditure in excess of $250,000, a "Capital Project
Plan" is required to accompany with the CEA submission.
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 3l
5.1
5.2
s.3
United Water
Capital Expenditure Control Policy and Procedure Manual
Section 5
Capital Expenditure Monitoring and Management
General
This section describes the capital expenditure monitoring and management process
involving the M&S Engineering Departrnent, the Engineering Departrnent of local
operating companies, and the project managers.
Capital Expenditure Control Svstem Policv
The Capital Expenditure Control System Policy, found in Section I of this policy
manual, establishes the basic framework for capital expenditure approvals and
control. It provides the mechanisms, documents and procedures for proper capital
expenditure management throughout United Water.
Capital Expenditures Authorization (CEA)
As stated in the Capital Expenditure Control System Policy, approval must be
obtained prior to committine the Company to any capital expenditures. The level of
approval varies with the amount of the proposed capital expenditure. The vehicle
for obtaining project approval is the Capital Expenditure Authorization (CEA) form.
As stated in Section 4, aCEA is prepared for each capital project by local Business
Unit. After local approval, the CEA is forwarded to the Capital Project Coordinator
in the M&S Engineering Department for additional approvals.
The Project Coordinator logs and reviews the CEA to ensure that the information
contained therein, as well as the supporting documentation, is accurate and fulfills
project justification requirements. The Project Coordinator then submits the CEA
package to the Director of Capital lnvesfrnents who then reviews the CEA for
technical completeness and justification.
Once approved by the Director of Capital lnvestnent, the CEA is forwarded to the
appropriate approval levels according to the CEA approval levels as shown on
Appendix A. CEAs for large projects shall be submitted with sufficient time
allowed for various levels of reviews and approvals.
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 32
During the CEA approval process, certain key information is reviewed including the
requested CEA project approval amount the project budget, the projected in-year
capital expenditure impact for the individual project as well as the impact the
individual project has on the company's overall capital budget, and adjustnents to
the capital program that may be necessitated to maintain actual expenditures within
the budgeted expenditures for the plan year.
5,4 Capital Expenditure Reports
Various reports are prepared that document and provide the basis for proper capital
expenditure control:
a) Capital Expenditure Report
This report is prepared monthly for each operating utility and details
individual project budget, approved project amount and expenditures to date.
b) Proiect Detail Report
This report provides the following cost details: accounting date, vendor
name, material costs, payroll cost, contract and equipment cost, overhead
charges, AFUDC, advance and contribution for each accounting entries. All
expenditures are broken out by Sub-project (Activity) ID
c) Project Summary Re'port
This report provides the following cost details: overall material cost, payroll
cost, contract and equipment cost, overhead charge, AFUDC, advance and
confribution for each for each Project ID
d) Preliminary Survey Projects
In addition to the previous reports, a schedule of preliminary survey projects
(M project category for water and X projects for wastewater) is also
available for review. This report lists all projects with deferred capital
expenditures which are preliminary to full project development. This
schedule includes project number (if assigned), approved amount, date of
approval and project description.
These project costs will eventually be fransferred to a fully approved capital
project. The purpose of this schedule is to enable reviewers to know the
level of such deferred costs, to ensure these costs will be recognized and
included in the CEA to be prepared in the future, and, to consider cash flow
requirements that such projects generate.
United Water Capital Control Expenditure Policy andProcedure Manual
Revised 201 2
Page 33
5.5 True Up Construction Costs for Developer Water Main Extension Proiects
It is Company Engineering Manager/Director's responsibility to ensure that all
capital project costs related to the acquisition, disposal or construction of fixed
assets are appropriately accounted for. Additionally, the operating company
engineering manager/director is responsible for ensuring that project costs are
monitored, cost ovemrns are determined prior to the completion of a project and
projects are trued up within the "developer agreement" allotted time period.
Company or project engineers are responsible for monitoring the status of all
developer initiated water main extension construction in progress on a monthly
basis. The importance of a monitoring process is to identiff cost ovemrns and
immediately inform developers on a real-time basis or per the "developer
agreement" specified period, when project costs appear that they will exceed the
original estimate. Resultantly, company engineers are responsible to communicate
in writing the need for additional monies to contractors on a real-time basis.
Every effot must be taken to collect additional funds from the developer prior to
the commencement of additional work of the project.
After a project has been completed, it is the applicable United Water company
engineer's responsibility to ensure that project costs are reviewed and trued up
within the time limit stipulated by the applicable company's "Water Main
Extension Agreement" or executed "developer agreement". Truing up costs in a
timely manner will ensure that each respective company follows the "water main
extension agreement" to collect fund from developer or refund 'Advances" to
developers.
Most importantly, all construction project refunds should be adequately
authorized by the appropriate company manager, general manager or equivalent.
All "new customer connection" refunds need to be recorded under the original
Project ID.
United Water Capilal Control Expenditure Policy and Procedure Manual
Revised 2012
Page 34
Section 6
Capital Overheads
United Water has a standard policy for capturing and allocating capitalized overheads. A
common overhead policy is required to ensure that all costs are tracked and allocated in a
uniform and consistent manner across all companies. Capitalized overhead charges are
capital related costs incurred by executing capital project related activities and include
three main types of expenses: Labor, Contractor/\4aterials and General Expenses. Also
included are benefits and vehicle allocation costs that are applied to labor hours as part of
the Benefit and Vehicle allocation processes.
Operating Expenses should not be charged to capital overhead. Local operaling company
General Manager or Regulated Segment Controller shall make the appropriate
determination if a specific charge should be recorded in capital overhead. Detailed
descriptions for water utility expense accounts can be found in "Uniform System of
Accounts for Class A Water Utility" under the 600 series accounts for "Water Operation
and Maintenance Expense Accounts".
General
There are five components of capital overhead charges:
o Local overhead charges
o Segment overhead charges
o Corporate overhead charges
o Vehicle allocations
o Benefits allocations
All capital overheads are allocated monthly using the Project Costing system. The
overhead costs are collected each month in accounts 10700 (reg segment) or
12100 (for the non-reg segment).
The naming convention for these overhead projects is:
6.1
United Water
Control Policy and Procedure ManualCapital Expenditure
o Project ID :
o Activity :Overhead_BU# where BU# Business Unit Number
Local (Local), Segment (Reg), Corporate (Co.p)
The Capital Overhead allocations are nm in the following order:
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 35
1. Local
2. Segment
3. Corporate
The Vehicle and Benefit Allocation Processes are nrn each month before the
Capital Overhead Allocation is begun. As a result, Vehicle costs and Benefit
Overheads will be included in the Local overhead base. Segment overheads are
compounded on top of the Vehicle, Benefit and Local charges and Corporate
Overheads are calculated on all costs including Vehicle, Benefits, Local and
Segment overheads.
Listed below are several key points relating to the overhead allocation process.
o Capital allocations for Local, Segment and Corporate overheads will be
applied to current month CWIP expenditures in Project Costing, including
direct purchases, vehicle and benefit costs. CWIP expenditures are defined
as costs charged to account 10700 (water & wastewater) or 12120 (ron-
reg)
o All capital-related expenditures must be charged to a CWIP account.
o All charges made to CWIP must have a Project ID and an Activity, in
order to be tracked in Project Costing. PeopleSoft requires that a Project
ID and Activity be entered when entering costs to a CWIP account.
. Overhead allocation rates will be determined by UW M&S engineering
and accounting at the beginning of each year for each Business Unit, and
should be monitored and adjusted, if necessary, oo o regular basis
throughout the year.
The Segment and Corporate overhead rates are set by the UW M&S
Company for all Business Units. Local overhead rates are calculated and
approved for each Business Unit by the Segment Controller for that unit.
Benefit and Vehicle rates are calculated for each Business Unit (Details as
to how the rates are determined will be discussed in subsequent sections of
this document).
Each overhead pool should be allocated as completely as possible at each
year end.
All capital overhead charges at the Local Business Unit must be made to
the "Local" Activity. Segment and Corporate Activities should not be
charged.
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 36
6.2
Overheads will be applied to preliminary Survey and Investigation
projects. These projects will be tracked in the Project Costing system
using the "M" (water) or "X" (sewer) project coding described in the
capital Expenditure Policy and Procedure Manual.
Overhead is not calculated on AFUDC.
Overheads are not calculated on accruals if Source type MISC ACCRL
and the Category ACCRL ACCRL is used when posting to the General
Ledger.
Overheads will not post to any General Ledger entry that uses a Source
tlpe of MISC and a Category type of TRNFR. This coding should not be
used except in special circumstances when it is necessary to move costs
between projects and additional overheads are not required.
Each of the overhead allocations will be distinguished by a separate
Category (ex Iocal, Seg, Corp) within project costing. The category freld
is a breakdown within the Source field OHEAD. Reports can be run on the
Category field to gather total overheads for a period or to retrieve a
breakdown by overhead category. Benefits and Vehicle costs are identified
by BENEF and VEHIC respectively.
Overhead will be tracked in the Project Costing module using reports
written for that purpose (ex. Report UWPC60M provides a breakdown of
costs for any project. Running the Overhead_Bu# project on a life to date
basis provides the user with the amount of overheads that have not been
distributed to date) The General Ledger should not be used to track
overheads or any other project. All project tracking should be done from
the Project Costing module.
Local Overheads
Local Overheads are capital related expenditures incurred by local Business Units
and include three main types of expenses: Labor, Materials and General
expenditures. Also included are benefits and vehicle costs that are applied to labor
hours as part of the Benefit and Vehicle allocation processes.
Where possible, all costs should be charged direct to a valid project ID. However
in some cases, charging to a valid approved project is not practical, such as time
spent reviewing capital budgets. In this case, the time will be captured as local
overheads and will be allocated to all projects through and overhead allocation
process.
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 37
The Iocal Overhead charges should be restricted to costs that are definitely
capital related and are not chareeable to a specific capital project. The Iocal
Overhead charges are combined into a single total in order to calculate an
overhead rate to allocate local expenditures.
The Local Overhead percentage is determined by taking the budgeted Local
Overhead costs and dividing by the Gross Capital Expenditures for the Business
Unit excluding Local, Segment and Corporate Overheads and AFUDC.
Total Budgeted Local Overhead Charges
Overhead % : -----------
(Gross CapEx - Local, Segment, Corp Overhead Charges - AFUDC)
The Local Overhead allocation is run each month after all costs have been
recorded including the Benefit and Vehicle allocations. The Local Overhead Rate
will be charged to every dollar in project costing charged to CWIP, including the
Benefit and Vehicle allocation costs.
Local engineering management should review the local overhead rates
periodically and make adjustments by using the above calculation formula
accordingly.
Materials
Materials associated with specific capital projects should always be
charged direct to that project.
Materials purchased for use on multiple non-specific projects should be
charged to the Local Overhead project. An example of this is stone. which
is usuallv purchased in bulk and used in many projects.
Labor
Payroll Expenditures associated with a specific capital project should be
charged directly to that project. Time related to capital, but not specifically
related to a specific project, should be charged to the Overhead Local
project.
Direct charging of small increments of time to specific projects is
unrealistic. Common sense should be used when determining whether to
charge directly to projects or to the Local Overhead project.
All employee time spent on capital activities must be charged to a CWIP
account, either directly to a capital project ID or to the Local Overhead
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2 page 3g
6.3
project. Time should be charged to the where the employee spends their
time.
General Exnenditures
General Expenditures are costs that cannot be charged directly to a
specific Project ID but are recognized as a component of the capital
process. Rent paid for office space for engineering personnel would be an
expenditure that should be capitalized in the Local Overhead account.
Other costs would include engineering supplies, telephone costs, etc.
The decision as to what items should be capitalized as General
Expenditures in the Local Overhead should be reviewed and approved by
the local Company General Manager or Regulated Segment Controller.
Segment Overheads
Segment Overheads are costs incurred by employees of the Regulated Segment of
United Water M&S Co. and are comprised mainly of Labor, Consulting and
General Expenses. Also included are benefit costs that are applied to labor hours
as part of the Benefit allocation process.
Where possible, all costs should be charged direct to a valid approved project ID.
However in some cases, charging to a valid approved project is not practical. For
example, time spent reviewing capital budgets nomrally cannot be charged to a
specific project. ln this case, the time will be captured as Segment Overheads and
will be allocated to all projects through an overhead allocation process.
The Segment Overhead project should not be used erroneously or as a catch-all
but should be restricted to costs that are definitely capital related and are not
chargeable to a specific capital project. The Segment Overhead costs are
combined into a single total in order to calculate an overhead rate to allocate local
expenditures.
The Segment Overhead percentage is determined by taking the total budgeted
Segment Overhead costs and dividing by the Gross Capital Expenditures for the
Business Unit less Segment and Corporate Overheads and lnterest to construction
(AFUDC).
Total Budgeted Segment Overhead Charges
Seg OverheadYo:
(Gross CapEx - Seg & Corp Overhead Charges - AFUDC)
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 39
The Segment Overhead allocation is run each month after all capital costs have
been recorded including the local Overhead, Benefit and Vehicle allocations. The
Segment Overhead Rate will be charged to every dollar in project costing charged
to CWIP, including the Local Overhead, Benefit and Vehicle allocation costs.
The segment overhead rate needs to be reviewed and adjusted periodically based
on the latest capital investrnent level.
6.4 Corporate Overheads
Corporate Overheads are capital related costs incurred by employees of United
Water M&S Co. and are comprised mainly of Labor, Consulting and General
Expenses. Also included are benefits that are applied to labor hours as part of the
Benefit allocation processes. Where possible, all costs should be charged direct to
a valid approved project.
However in some cases, charging to a valid approved project is not practical. For
example, time spent reviewing capital budget is not normally charged direct to a
project. In this case, the time will be captured as Corporate Overheads and will be
allocated to all projects through an overhead allocation process.
The Corporate Overhead project should not be used erroneously or as a catch-all
but should be restricted to costs that are definitely capital related and are not
chargeable to a specific capital project. The Corporate Overhead costs are
combined into a single total in order to calculate an overhead rate to allocate local
expenditures.
The Corporate Overhead percentage is deterrnined by taking the total budgeted
Corporate Overhead costs and dividing by the Gross Capital Expenditures for the
Business Unit less Corporate Overheads and Interest to construction (AFUDC)
Total Budgeted Corp Overhead Charges
Corp. Overhead Yo : ------------
(Gross CapEx - Corp Overhead Charges - AFUDC)
The Corporate Overhead allocation is run each month after all costs have been
recorded including the Local Overhead, Segment Overhead, Benefit and Vehicle
allocations. The Segment Overhead Rate will be charged to every dollar in project
costing charged to CWIP, including the Local Overhead, Segment Overhead,
Benefit and Vehicle allocation costs. The corporate overhead rate should be
reviewed and adjusted periodically based on the latest investnent level.
6.5 Transportation
Transportation costs on local Business units are to be charged to account 18420
Clearing-Transportation. These costs are then allocated to expense, capital, other
Uniled ll'ater Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
page 4o
based on a Vehicle allocation process within the PeopleSoft system. This
allocation does not apply to United Water M&S employees.
Each local Business Unit is to identi$r those employees with access to Company
vehicles or who receive a Vehicle allowance for use of their vehicle. The Local
Company managers are responsible for reviewing this list semiannually to ensure
that the list is complete and accurate. They are also responsible to ensure that any
changes are made within the PeopleSoft system to correct any inaccuracies. A
signed copy of this review is to be mailed to the Segment Controller's office,
where it will be reviewed and filed as part of the annual CODIS compliance.
The allocation of the Vehicle costs in PeopleSoft is accomplished by taking the
balance in the L8420 Clearing - Transportation account at month end and
allocating it to the current month payroll dollars of those employees included by
the local Company manager on the vehicle list described above. Only the time of
those employees are used in the vehicle allocation. The entry to record the data is
to debit expense/capitaVother and credit account 18420. The 18420 account
should be zero at the end of each month.
6.6 Emplovee Benefits
Benefits are employee related expenses which are deemed to be a part of an
employee's compensation and should follow the employee's time wherever it is
charged. Benefits will be added to all labor charged to any capital project,
including labor charged to a capital overhead project. The Benefit Overhead is
based on an allocation of costs charged to certain benefit accounts in the General
Ledger which have been identified as being appropriate for re-allocation from
expense. This re-allocation is based on time sheets prepared by each employee.
When capital is charged on the time sheet, a portion of the employee benefits are
transferred from expense to capital to reflect the fact that these costs should
follow an employee's time.
Examples of costs included in the benefits calculation are:o Payroll taxes paid by the employero Pension Costso Post Retirement Benefit Costs. Group Medical Costso 40lK Costso Worker Compensation costs
Because benefits don't flow into the General Ledger evenly throughout the year, a
"Predicted monthly benefit amount" is calculated and used in the Benefit
allocation process. The "Predicted monthly benefit amount" is calculated using
the employee benefits from the annual operating plan and dividing those benefits
by 12.
United llater Capilal Control Expenditure Policy and Procedure Manual
Revised 2012
Page 4l
For example, if total benefits for the year are $1,200,000, the "Predicted
monthly Benefit amount" would be $100,000. This amount is allocated out
each month based on total payroll costs. The amount is divided by total
payroll dollars and is applied to each dollar of payroll in that month. If
20%o of the payroll costs are charged to capital, 20% of the fringes should
follow. The $100,000 is billed out in the Fringe benefit allocation process
which debits account 10700 CWIP and credits account 18410 Clearing-
fringe Benefits.
At Month end, another PeopleSoft process moves the actual Benefit costs
on the General Ledger to the 18410 account as a debit. This allows anyone
to see whether benefits have been over or under billed for the period
simply by looking at the 18410 account. A debit balance in the account
means that Benefits have been under billed, while a credit balance
indicates that Benefit costs were overbilled.
At year end, the balance in the account must be zero as all Benefits are
required to be billed out during the current calendar year. Throughout the
year the balance in account 18410 is monitored and adjustments are made
to the "Predicted monthly benefit amount" as needed to be sure the
account zeros by year end.
Benefits are applied to all payroll dollars during the month and follow the labor to
whatever account they are charged on the time sheets.
United lVater Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 42
APPENDICES
United Water Capital Control Expenditure Policy andProcedure Manual
Revised 2012
Page 43
Appendix A
Capital Expenditure Authorization Approval Level
United Water Capital Conffol Expendinre Policy and Prccedure Manual
Revised 2012
Page 44
Revised October 2,2012
CAPITAL EXPENDITURE AUTHORIZATION (CEA)
APPROVAL LEVELS
Notes:
(1) Planned projects no more than 10% over net plan.
(2) Unplanned projects and planned projects more than l0olo over net plan
(minimum $10,000 over net plan)
(3) The project sponsor will normally be the Company Engineering
Director/N[anager. The Company General Manager may designate others
(e.g. Department Heads) to be sponsors.
(4) Planned projects of $3,000,000 or more are to be approved by the
Commitrnent Committee prior to CEA submission.
(5) Planned projects of $5,000,000 or more are to be approved by the Board
of Directors prior to CEA submission.
(6) Planned Capital Projects of 20 million Euros or more are to be
approved by the Suez Environment Operations Committee.
Uniled Water Capital Control Eryenditure Policy and Procedure Manual
Revised 2012
Page 45
Approval Level TOTAL NET PROJECT AMOTINT
CEA Net Total (Variance from Plan ("
SDonsor (s)All Proiects All Proiects
Capital Investment Director All Proiects > $50.000 All Proiects > $25.000
Companv General Manager All Proiects > $100.000 All Proiects > $50.000
VP Capital lnvestments ''/All Proiects > $250.000 All Proiects > $150,000
Sesment President All Proiects > $500.000 All Proiects > $500.000
EVP All Proiects > $500.000 All Proiects > $500,000
CFO All Projects > $1,000,000 All Proiects > $1,000,000
Commitrnent Committee ("All Projects > $3,000,000 All Proiects > $3,000,000
Board of Directors (All Projects > $5,000,000 All Projects > $5,000,000
Appendix B
REGT]LATED UTILITY
Capital Expenditure Authorization (CEA)
Retirement Work Order (RWO)
Project Plan
(Sample)
United Water Capinl Control Eryenditure Policy andProcedure Manual
Revised 2012
Page 46
."sr\\\L lll r,
5'::::: :: i lll'ri.
- r /t:r2
lir$$ rrlllLl L :\rr:i'
CAPITAL EXPENDITURE AUTHORIZATION
ToblDireclCosb
Overheads
AFUDC
OnissiondConlingencies
Advances
ctAc
l:,,,r, , ,ToTAL NEI
PREVIOUS APPROVAL
PROJECT BUDGET, iIET
vARtAlrcE, H(L) THAl,l PLAN
PROJECT ROUTI NGIAPPROVAL APPROVAL SIGNATURE
Gompany Engineedng
Manager
Company General
Manager
Cap!ta! lnvestment Di iii. cjgi
\lP Capital lnvetsment
Segment President
United llater Capital Control Expenditure Policy and Procedure Manual
Revised 20 I 2
Page 47
PROJECT EXPENDITURE SUMMARY
COMPANY NET EXPENDITURE SUMMARY
Aosord Nee&d CEA NdTod Vafom Plal AEord Needed CEA NdTd Va torn Plan
Eng Man4er Ail Alt VP C4*H lrveslnat >$250,000 >r$200,000
Generd Maqa >$50,m0 >r$25,000 coo >$500,000 >$500,000
Dii@Cap'H lnvesfnflt >$100,000 >+$50,000 cEo >$1,000,000 >$1,000,000
i: ,S€sn€nt Pt€sid€rf >$250,000 >t$I0,000 ,r,Boad d Dk >$5,000,000
CAPITAL EXPENDITURE AUTHORIZATION
UW M&S
IF THE PRoJECT WILL RESULT IN EXPAT.ISION OF SERVICE TO NEW CUSTOMERS, EXPLAIN:
N/A
IF I}IE PRQ'ECT IS NEEDEO TO IMPROVE O&M EFFICIENCY, EXPLAN:
N/A
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 48
PROJECT SCOPE:
IF T}IE PURPOSE OF THE PROJECT IS TO MEET REGULATORY REQUIREMENTS, EXPLAIN:
IF THE PURPOSE OF THE PRO.'ECT IS TO PREVENT OR CORRECT DEFFICIENCIES, EXPLAIN:
T}IE PROJECT BUDGET NETAII'IOUNT IS ZERO, EXPLAIN:
United Watcr Capitol Control Eryerrditure Policy andPrucedure Manual
Revised 2012
CAPITAL EXPENDITURE AUTHORIZATION
Uniled Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 50
lpnoectscope'
1. Abandon in Place 2. Retum b Stock 3.
FINAL ACCOUNT!NGI $0.00
United Water Capital Control Expendirure Policy andProcedure Manual
Revised 2012
Page 5l
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United Water Capital Control Expenditure Policy andProcedure Manual
Revised 20 I 2
Page 52
Aopendix C
Non-Resulated Contract Operations
Capital Expenditure Authorization (CEA) Form
(Sample)
lJnited Water Capital Contrul Eryenditure Policy andProcedure Manual
Revised 2012
Page 53
CAPITAL EXPEN D ITU RE AUTHORIZATION
for Non-Regul ated Companies
01126112 01:49 PM
COMPANY N^AME:
PROJECT DESCRIPTION:
PROJECT EXPENDITURE S UMMARY :PRIOR
YEARS
CURRENT
YEAR
TOTAL NET OF THIS REQUESI
PREVIOUS APPROVAL
PROJECT BUDGET, NET
VARIANCE, H/(L) TEAN PLAN
Approval Needed IEA Net TotaV
Eng Manager All All
Co. General Manager >$50,000 >1525,000
Capital Invest. Dir. >$100,000 x$50,000
t President >$100,000 x$50,000
Approval Needed CEA Net Total Var from Pla
VP-Capital Invest. >$250,000 x$200,000
coo >s500,000 >$s00,000
cEo >$ 1,000,000 >$ 1,000,000
PROJECT ROUTING/APPROVAL:APPROVAL SIGNATURE
General Manager
Division Manager
Capital Investment Director
YP-Capital Investments
Segment President
BOMPANYMftIE:0.00 PROJEGT ID:0.00
PROJ CLASSIFICATION:
ASOLRCEOFSUPPLY :l
PRIORITYCODE:O1-PROVIDE NEWSERVEETOCUSTOMERS :J
PROJ START DATE:CNDEO NEWOR EXISTING?E
PROJ END DATE:PROJECT MAMGER
PROJECT TITLE:0.00
SUB.PROJECT DETAIL:
Sub-Proi Descriotion
#of
Units
SubProj
Gost
Total Net Cost:0.0
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 55
APPENDIX I)
Capital Project ttfn-Service", 66Close" and ttRetirement" Report
United WaEr Copital Control Eryenditure Policy andPrucedure Manual
Revised 2012
Page 56
Asset Mansgement
Canital Proiect In-Service and Close Reoorts
Title:
STANDARD OPERATING PROCEDURE for
Assef Management of Capital Projects
Procedure Number:
Issued By: Cary Gaw
Approved By:
EUBEQS.E:
To adequately manage United Water capital asset processes.
SCOPE:
This procedure applies to all regulated segment capital projects.
PROCEDURE:
1. Monthly IN-SERVICE and CLOSE Reports
o Each business unit must submit its monthly capital project "in-service" and "close"
reports to United Water PCAM by the l5th of each month for the project status of
previous calendar month.. The report must contain "Business Unit tdentification", Project ID", "Project
Description", and "In-Service Month" or "Close Month".
2. PCAM Feedback Report
o PCAM to send a feedback report to Engineering Directors after receiving the
monthly "In-Service" or "Close" reports from operating companies.o PCAM needs to notifu Engineering Directors, if any projects cannot be put into
service and the reasons that the project cannot be put into service. Engineering
Directors need to include these projects in future reports.
3. Semi-annual Review of Plant-in-Service Report
o Engineering Directors must review "Plant in Service" report twice a year to ensure
all oroiects are into service or closed.
United lVater Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 57
o The reviews should be performed by 15'" of June and November annually. It is the
responsibility of Engineering Director to notify PCAM of any project that is not
properly put into service or closed.
4. Retirement Work Order
o A retirement work order must be submitted for all retired assetso Each retirement work order must clearly identify "Asset ID", "Year Installed",
Facility and Quantity", "Retirement Amount", "Cost to Remove" and "Salvage
Value"
5. Preliminary Design Using M or X Project ID
o CyyM300 will be created in the beginning of each year to capture design charges
related to developer water main extension projects for the appropriate business units.
o Engineering Directors (or their authorized designees) need to notify PCAM to open
a new Activity Number (Sub-Project ID) for each new project for which this type of
charge will be incurred.. Engineering Directors (or their authorized designees) must noti$ Accounting
Department to transfer the design charges to the appropriate CEA Project ID when
the actual project is created on the system.
6. Actual Quantity for Water Main Installation Projects
o Engineering Directors must notifu PCAM actual quantities for length of water mains
and number of valves for each water main installation project in the same month
when the project is put into service.
United lilater Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page
Appendix E
CEA Change Request Authorization (CRA)
(Sample)
United Water Capital Control Expenditure Policy andPrccedure Manual
Revised 2012
Page 59
CTPITAL E)OENDITT,FE AUTHOREATION
CllrtNCE RECITEST
GofflItllflrlAff:'rltl/A
?EOJETTITIE:
NOJETID:
?i0JECT t/llil CEk
PnotETDE9CR!Pr!ON AttD PE SOItl FOe G,{/UiEE
SIns >lg% All
Co-OacdMgr. >1rg?i. >3r0Pd)
Cryid hvcd. f,tir. > 1(}?6 > 31fl),(m
IrYGt >lO% >3250,(m
SqlatPtEidat >lW. >325O,mooo >10t6 >33m,(mcEo >tor. >31,(m,(m
'PEfttEcT Fourrll6lrrmovtl ,PP*OVtt SrciniuIE DATE
#Sponsu or CoryaDy Englreer
#Compaay Geuerd )Imager
#C,q}ltd IEvestn €{t Dlrector
#t?-Celld IBYesfa.lts
Segneot Prrsldelt
#coo
#CEO
United Water Capilal Control Expenditure Policy and Procedure Manual
Revised 2012
Page 60
Congany Nnbcr:
Locsl Ovalcods
Ovaheods
Totol 6rrc
Totol
Totol tl"t,l
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 6l
cPrreuo<Petto@
-Rdl",
Rqlt:
iot '
:
cEA-CF,6/t/2011
' Appendix F
Capitat Expenditure Report, Project Detailed Report, and
Project Summary Report
(Sample)
United Water Capital Control Eryenditure Poliq andPrccedure Manual
Revised 2012
Page 62
Appendix G
Suez Environnement CAPEX- Definitions
United Water Capital Contol Eryenditure Policy ondPrccedure Manual
Revisd 2012
Page 63
Appendix G
Suez Environnement CAPEX- Definitions
ln accordance with Suez Capex reporting procedure (Maintenance / Development), Suez
Environnement (SE) is using a further split for better understanding of their origin :
CAPEX Reporting is mode excluding Concession, i.e. belore IFRS retreatment,
Level A: Maintenance CAPEX, to which SE is committed through either a contract or a
binding offer. These maintenance CAPEX are planned in the contract being financed by
tariff rebasing, either in an anticipated manner from the beginning of the contract or
following the start up of a new installation. Their non realization triggers a breach of
contract with consequential penalties or litigations which could possibly lead to contract
termination and/or reimbursement of the cash already paid.
Level B : Maintenance CAPEX as such, i.e. renewal of assets at the end of their lifecycle,
when this renewal is decided by SE. They can be postponed, but the potential impact of
their non renewal on routine maintenance OPEX and unavailability ( contractual
performance obligations if breached triggering penalties) as well as on Non Revenue
Water (Water Business).
Level C: Maintenance CAPEX which has to be made due to external constraint,
generally a regulatory change (for instance WID Compliance for EfW Plants in the
Waste Business).
Please take note that strong attention should be brought to the split between
Maintenance and Development CAPEX.
Level D: Development CAPEX, which have been committed in the past, ln the case of
important facilities ( WWTP, EfW, etc...) these capex are usually spent over several
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page 64
VITP :APEX
)lanning
^^riaaia,
luez-Environnement Reporting iuez Reporting
.evelA 3ontractual and Bindins Asreement
Vlaintenance CAPEXLevelBVlaintenance
LevelC 3ompliance obligationgr lr I tELgr
Jgt I I tgtEt
LevelD
{lready Committed growth or
)evelopment )evelopment CAPEX
.evel E VTP Strateeic choice
VITP
)erimeter Level F
:inancial lnvestment VITP Financia
nvestment
years. An example of level D capex: in a water concession contract would be an
extension of the primary network or connections of new customers within the
concession area, as they are generally a contract obligation ("committed in the past")
and also generate additional revenues.
Level E: Development CAPEX which were not committed. They are future
Development Projects, which are not committed yet through contract, and whose
realization has not yet started. They are usually planned over several years in the MTP .
Note : in few cases, investment projects will require a choice to put them in only one
category while their origin is twofold : for example if you plan to replace an existing pipe
that has reached its life end (maintenance) but you want to take advantage of the
intervention to install a larger pipe with higher capacity (development). ln that case if
the increase in capacity is material you might want to classify as development capex, in
level D or E depending on past or future commitment.
(*) : for reporting to Suez, SE will adjust the development capex definition from the
origin concept to EBITDA generation concept. That applies to the following entities :
United Water and CEM : ln regulated business, remuneration is function of asset
base. Every capex in excess of the annual depreciation should be considered as
development capex as it willgenerate EBITDA.
Lyonnaise de Eaux France : ln some contracts, price increase are obtained before
capex expenses. These capex are providing additional EBITDA whatever the
timing and should therefore be considered as development capex.
tr SITA France : Capex for new landfills are classified in maintenance, because it
enables to maintain overall French landfill capacity, but does not generate
additional EBITDA.
ln the Magnitude reporting data base, CAPEX are reported after IFRS Retreatment
Therefore IFRS Retreotment has to be spelt out for Maintenance CAPEX on a separote
line,
Level A+Level C+Level D will be considered in the Management Case as non
"maneuverable" CAPEX.
Level B, Level E, Level F being "maneuverable". For Level B CAPEX we will distinguish
Level 81 CAPEX which are generated by the "socle" and Level 82 CAPEX which are
generated by an acquisition ( Level F).
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page 65
Appendix II
Closing Procedures for Blanket Projects
United Water Capital Control Eryendinre Policy andProcedure Manual
Revised 2012
Page 66
Asset Mansgement
Closins Procedures for Blanket Proiects
STANDARD OPERATING PROCEDURE for
Blanket Project Closing Procedures
Procedure Number:
lssued By: Cary Gaw
Date: January 2012
PURPOSE
To adequately manage United Water capital asset for all blanket type projects at the yearend
and allow all charges to be properly processed for annual capital investments.
SCOPE
This procedure applies to blanket type capital projects for all regulated utilities of United Water.
Blanket projects include annual new and replacement hydrants, valves, short mains, services,
meters, RF (radio frequency meter reading devices for water services) units, sewer laterals and
manholes.
PROCEDURE
l. Approved Blanket Projects and Expenditures
o Blanket Projects are capital expenditure projects created to account for expenditures
on certain "mass property" items such as new and replacement customer service
lines, customer meters, fire hydrants, short mains and valves, customer sewer
laterals, sewer manholes and certain computers.o Annual expenditures on these items are typically made up of many individual 'Jobs"
at relatively small costs per job. lndividual job should have total cost of less than
$25,000 for each occulrence.. Regular CEA must be used to properly record the capital project expenditure, if an
individual 'Job" cost is in excess of $25,000 for a "short main" or a "valve".o New "Blanket Projects" are created at the beginning of each calendar year.
o Blanket Projects are considered to be fully approved upon approval of the operating
company's annual Capital Budget.
o Blanket projects are put into service in January each year.
United lltater Capital Control Eryenditure Policy and Procedure Manual
Revised 2012
Page 67
2, Close Blanket Projects
o In order to properly close annual blanket projects, payroll charges for employee time
for all blanket projects will be closed after the last pay period in December each
year.o The AP and inventory switches will be turned off after the last AP process has been
run for the year. Certain blanket projects initiated in November or December,
invoices for these late start projects will be received by the Company in early part of
the followingyear.o All blanket projects will remain "active" so that General Ledger transactions can be
posted and the PC_AUTO process can be run in January and will be inactivated after
all necessary GL transactions have been processed.
3. Responsibility and Accountability
o Project Managers Assigned by BU: Review the A/P payments to make sure all
anticipated invoices have been processed for payments before January 31 of the
following year and there are no duplicate accruals.o Outstanding Invoices after January: Local Engineering Directors need to notify
PCAM to keep blanket projects open after January 31, if there are outstanding
invoices to be processed and request the blanket projects to be closed as soon as
these outstanding invoices are properly processed for payments.
o Capital lnvestment Director: Review blanket project status in February each year to
make sure all prior year's blanket projects have been closed to comply with United
Water capital expenditure control policy.
United l{ater Capilal Control Expenditure Policy and Procedure Manual
Revised 20 I 2
Page
Appendix I
Strategic Planning Policy and Procedure
(for Suez MTP)
United Water Capital Contol Eryerrditure Policy andPrcce&tre Manual
Reviyd 2012
Page 69
nl re
Strategic Planning Policy and Procedure (used for SE MTP)
Submitted By: John O'Brien
VP Corp Finance & Strategic Planning
Approved By:
F Imnarala - Ctrf) l, R lanrrlla Cf)f)
Effective Date: Januarv 1. 2008
Affected Sites: All United Water business units
Page No. :70 of86
United Water Inc. Policy and Procedu
1.0 Objective:
To establish procedure and approval guidelines for the S-year strategic planning process. This
policy lays out the timing of key interveners/components, their interaction, reviews, and approvals
for each of the 2 Segments and New Business (including acquisitions) as defined for the SE
Medium Term Plan (i.e.: 1) Regulated Utilities with all unallocated G&A; 2)Contract Services; 3)
New Business). Note: Sena and Mexico are treated separately.
The key interveners/components include:
1) Engineering2) Operations (General Managers, division managers & Staff)3) Finance (including corporate, segment, tax, treasury and accounting)4) The Regulatory Business Department (Rates)
5) UW Executive Management6) BusinessDevelopment
Sections covered in this document:
2.0 Regulated Segment (Regulated Utilities)
3.0 Contract Services
4.0 New Business (includes CS New Business and Acquisitions)
5.0 UW lnc Consolidated
6.0 Documents (take-aways), regular reviews and updates of the strategic plans
throughout the year
7.0 General Calendar of the Strategic Planning Process
Note: Definitions of Segments differ between United Water and Suez
Environnement:
For UW Management the Regulated Segment comprises the operating units of the
Regulated Utilities, UPG, and the Regulated non-regulated operations (Reg non-reg).
Contract Services Segment comprises all other operations & Management contracts.
Other Corporate expenses not allocated comprise the remainder.
For Suez Environnement the Contract Services Segment is comprised of all operations &
management contracts including the Reg non-regs. All else, including all corporate
expenses not directly allocated to Contract Services contracts through M&S fees,
comprises the Regulated Segment.
2.0 The Regulated Segment (Regulated Utilities):
United Water Capital Control Expenditure Policy andProcedure Manual
Revised 2ol2
Page 7o
To fully optimize the Regulated model there needs to be, to the greatest extent possible:
1) the coordination of capital investmenUin service timing and rate case filings
2l The coordination of operating expense decisions (headcount additions,
purchasing decisions including futures contracts/hedging, efficiency
initiatives, etc) with rate case filings
3) The optimization of financing decisions, and capital injection & dividend
policy to be aligned with capital investment financing needs and rate case
planning in order to optimize capital structure, rate case results, and
financing costs, and maintain credit ratings
4) The review
validate the
legal, etc)
and
rate
agreement of the Regulatory Business Department to
filing schedule (including non-financial reasons: political,
ln order to project optimal rate case planning the starting point is the last closing balance
sheet (N-'l).
To the starting derived rate base for each Business Unit (BU) the capital expenditures are
added as they are placed in service (+ DS|C/LTMRP/surchargables where appropriate),
depreciation is recorded that reduces the rate base (year N Budget), and the operating
expenses are projected (year N Budget).
For the following years (N+1 through 4) price inflation hypothesis are agreed at the
corporate level and specific identified cost increases that diverge from these hypothesis
are entered as ao/o and/or as $. Normalized revenue levels with organic growth are input
in N+1 onward.
As there are several interveners there needs to be a logical progression to the planning
process.
Optimization of the business units assuming no external constraints is the startingpoint. Possible changes are then explored (capital investment, operating expenses,
headcount, etc) to meet higher-level strategic needs. These potential changes are
analyzed and any short and long-term impacts quantified against the original business
plan so that informed decisions are the result. Finally, changes (for example additional or
reduced discretionary capital spending) are made to the BU's where it makes the most
sense and creates the most value for UW stakeholders.
A recap of the process follows:
Engineering and Operations establish the optimal capital needs (i.e.: what
does the BU need regardless of rates and Budget constraints) in dollar and
timing terms for a given BU for the 5 year period. Any possible additional
investment is also identified but not modeled at this stage
Operations projects the operating expense levels including any expense
increases/decreases as a result of the capital additions (i.e.: what does the
BU need regardless of rates and Budget constraints) in dollars and timing in
relation to needs. Normalized revenue levels are projected with organic
growth and any known non-recurring increases/decreases
1)
2)
Uniled llater Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 7l
Corporate Finance & Strategic Planning models the 5 year business plans for
each BU and reviews the results with Operations, Engineering, and Rates all
together to make changes when required (and possible) in order to optimize
operating and capital spending decisions and ensure alignment between the
operating and rate strategies. Rate treatment of deferred items is added at
this stage. Treasury provides costs of debt and initial debUequity ratios to
Regulatory Business for validation of use in conformance with filing
requirements.
Corporate Finance & Strategic Planning consolidates the models and the
result is reviewed with Executive Management and Rates in order to ensure
compliance with UW Management and Suez Environnement high-level
objectives. As individual BU's have already been modeled, the impacts of
any decided changes can be quantified (income statement, balance sheet,
cash flow). Any changes are pushed back down to the BU's and the
individual models
Final Consolidated income statements, balance sheets, and cash flows
(UWW, NJ Consolidated, Utilities Consolidated) are then produced for the 5
years and reviewed in detail with Treasury in order to plan financing,
dividend, and capital injection needs.
Corporate expenses incorporated in the SE Regulated Segment are at this
time quantified, projected, and analyzed. These costs are consolidated into
United Water Resources and United Water lnc consolidations as appropriate.
2.1 Regulated Step 1: Engineering
2.1.1 Gapital Planning Report:
The long-term capital expenditures plan is the starting point for the Strategic Plan. At
the BU level with local management the capital plan is prepared highlighting the
following aspects of each spend:
1) Capital spending amount and timing2) Projected ln Service Date (closed to plant in service)3) Surchargable (DSIC, LTMRP, etc.) or not surchargable4) lmpact on operating expenses and/or revenue5) Associated CIAC/Advances/contributions if applicable6) Flexibility in the timing of the spend - are there operational, regulatory,
seasonal (ex: cannot build in winter, etc) or other reasons the spend cannot
be advanced/delayed7) Other particularities if applicable
Report format used: in process
Timing: 5 year report produced for the Budget year N exercise each July to be used and
updated in January year N for significant changes only.
2.2 Regulated Step 2: Operations
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page 72
3)
4)
5)
6)
2.1.1 Operations Planning and Review:
Building off of the year N detailed Budgeting exercise and the capital spending plan
mentioned above, the General Manager and the operations & finance staff of the BU
project out 5 years the operating expense expectations highlighting where they
deviate from the high level inflation hypothesis. Any "unidentified savings' included
in the year N Budget need to be addressed at this time. M&S fees are based upon
year N Budget figures and escalated. Any identfied non-inflationary increases or
decreases to M&S fees are taken into account and allocated (global M&S expenses
are projected at the corporate level and are covered later in this document)
Organic revenue groMh and other revenue variations due to non-recurring events
(bulk water contracts, lost large industrial customer, etc) are also projected.
This review and planning process is carried out using the Strategic Planning model
with the help of Corporate Finance & Strategic Planning, the Regulated Accounting
Director and the Regulated Segment Finance Director.
Report format used: Strategic Planning Model supplied by Corporate Finance &
Strategic Planning
Timing: February of year N.
2.3 Regulated Step 3: lnitial Rate Gase Planning
2.3.1 Review Sessions - Rates, Operations, Engineering, Finance:
Review sessions for each BU are carried out at Harrington Park with the Division
General Managers, the President of the Regulated Segment, the VP of Regulatory
Business, the VP of Capital Planning & Delivery, the VP of Corporate Finance &
Strategic Planning and the Regulated Accounting and Finance Directors. Prior to the
review sessions, Regulatory Business is provided with what will be presented to
enable validation of the ratemaking results and develop a tentative rate case filing
schedule.
At these sessions, decisions are made concerning the optimal timing of capex, opex
and rate case filings. ln addition, specific operating expenses in the years N+1
onward are challenged by the Regulated Segment President (headcount increases,
etc)
Timing: Early-March of year N.
2.4 Regulated Step 4: Consolidation and high level review
2.4.1 Review Sessions - Executive Management, Rates, Finance:
Corporate Finance & Strategic Planning consolidates the models and the
result is reviewed with Executive Management and Rates in order to ensure
compliance with UW Management and Suez Environnement high-level
United Water Capilal Control Expenditure Policy andProcedure Manual
Revised 201 2
Page 73
objectives. As individual BU's have already been modeled, the impacts of
any decided changes can be quantified (income statement, B/S, CF).
Any changes decided are immediately pushed down to the BU's and their
individual models.
Timing: Mid-March of year N.
2.5 Regulated Step 5 (Note: includes UWR and UW lnc Consolidations): Gonsolidation
and high Ieve! review with Treasury
2.5.1 Review Sessions - Treasury, Finance:
Final Consolidated income statements, balance sheets, and cash flows (UWW, NJ
Consolidated, Utilities Consolidated) are then produced for the 5 years and reviewed in
detail with Treasury in order to plan financing, dividend, and capital injection needs.
Note that also at this stage the debt and capital structures of UWR and UW lnc are
reviewed, and appropriate actions planned (financing, dividends, capital injections).
The SE defined Regulated Segment is finalized.
Timing: Late-March/early April of year N.
3.0 The Contract Services Segment (including Reg non-reg contracts):
3.1.1 Gontract Services !ncome Statement Projections:
For each contract, the Contract Services Segment uses their detailed year N Budget
exercise as the starting point. Added to this is input from the project managers, and
when warranted the project bid information, to project out the income statement for the 5
year period highlighting where operating expenses deviate from the high level inflation
hypothesis. Any 'unidentified savings" included in the year N Budget need to be
addressed at this time (non-recurring or recurring?).
Timing: January-February of year N.
3.1.2 Reg non-reg Gontract Projections:
For each contract, the Regulated Segment (as defined by UW) uses their detailed year N
Budget exercise as the starting point. Added to this is input from the project managers,
and when warranted the project bid information, to project out the income statement for
the 5 year period highlighting where operating expenses deviate from the high level
inflation hypothesis. Any "unidentified savings" included in the year N Budget need to be
addressed at this time (non-recurring or recurring?).
Balance sheets and cash flows are also modeled by BU and all reg non-reg models are
consolidated.
United llater Capilal Control Eryenditure Policy and Procedure Manual
Revised 2012
Page 74
Timing: January-February of year N.
3.2 Contract Services Division Level Review:
This review is carried out using the Strategic Planning model with the help of Corporate
Finance & Strategic Planning, the CS Division Managers, and Project Managers as
warranted.
Report format used: Strategic Planning Model supplied by Corporate Finance &
Strategic Planning
Timing: Late February of year N.
3.3 Gontract Services Balance Sheet & Gash Flow, and GS Gonsolidation:
After Contract Services has submifted the income statement projections to Corporate
Finance & Strategic Planning the balance sheet and cash flow are added using the
capital investment information furnished by Engineering. Contract Services validates this
information and the tax rate information. M&S fees are also added at this stage.
The Reg non-reg consolidated information is added as are other legal entities relating to
CS and the Contract Services Segment as defined by SE is finalized at the Segment
level.
Timing: Mid-March of year N.
3.4 High Level Review of Contract Services:
The Contract Services Strategic Plan is reviewed and validated by UW Executive
Management at this stage. This may be done in conjunction with CS New Business.
Timing: Late March of year N.
4.0 New Business (including acquisitions):
4.1.1 Contract Services New Business:
Contract Services Business Development prepares the S-year income statement
projections and business development costs to support the groMh. These projeotions
are submitted to Corporate Finance & Strategic Planning and the balance sheets and
cash flows are modeled with input on capital investment from Business Development.
United Water Capital Control Expenditure Policy andProcedure Manual
Revised 2012
Page 75
Timing: January-February of year N.
4.1.2 Acquisitions:
Regulated and Contract Services Acquisitions are projected with guidance from UW
Executive Management, Corporate Finance, and Business Development.
Timing: January-Early March of year N.
4.2 Hlgh LevelReview of New Business:
The New Business Strategic Plan is reviewed and validated by UW Executive
Management at this stage. This may be done in conjunction with Contract Services for
CS New Business. New Business is finalized.
Timing: Late March of year N.
5.0 UW !ncorporated Gonsolidation:
5.1 Consolidation at UW lnc level:
Note that in parallel with the Segment processes the Corporate expenses and M&S fees
are quantified, analyzed, and projected and allocations to the Segments adjusted
accordingly in the out years (projections and allocations are already established for the
Budget year).
Once the two Segments and New Business have been reviewed, the final total
consolidation at all levels is carried out, from both a legal and a management
perspective.
Legal consolidations of the >90 UW legal entities in the Peoplesoft accounting system
are carried out (UWW, UWNJConso, UWR, UWSLLC, UW lnc.). The legal entities are
then rearranged and adjustments made to arrive at the SE defined management
consolidation (Regulated Segment, Contract Services Segment, New Business, and UW
lnc). Note: Sena and Mexico activity is layered on at this stage but treated and reviewed
separately.
Timing: Early/Mid-April of year N.
5.2 Final Review the Strategic Plan to be submitted for the SE MTP exercise:
The completed Strategic Plan is reviewed and validated by UW Executive
Management at this stage. The validated plan is then submitted to SE.
Timing: Late April of year N.
Uniled llater Capital Control Expenditure Policy andProcedure Manual
Revised 2012
Page 76
6.0 Documents (take-aways), regular reviews and updates of the strategic plans
throughout the year:
6.1 Strategic Plan Documents:
The final strategic plan documents serve as the base business plan drivers against which
performance is compared going fonruard until the next annual exercise, and against which
STIP's and LTIP's may be based. These include:
1) Final Rate case calendar and planning document2) FinalCapital lnvestment planning document3) Planning document for financing, dividend and capital injection policy4) Bench marks for future Budgeting exercises for income statement, balance sheet,
and cash flow indicators
All of the above documents are posted on a secure portion of the Quench website with
limited password protected access from the BU level up to UW Executive Management.
Going forward these documents can be downloaded and sensitivity analyses run as
conditions and plans change. They will be the benchmarks to which updates will be
made through quarterly management reviews and additional reviews as needed
throughout the year.
7.0 General Calendar of the Strategic Planning Process:
The Strategic Planning Exercise is carried out just after the year-end closing in
order to have a solid balance sheet to start the process.
The Suez Environnement MTP process is generally due each April therefore the
Strategic Planning process that begins in February is completed by early April of
Year N.
A detailed Galendar is communicated for each stage by December 31, N-1. See
example below based upon SE due date of April 30:
United Water Capital Contol Expenditure Policy and Procedure Manual
Revised 2012
Page 77
Strat Plan models updated by Corp Finance & Strat
Planning using N-1 closing balance sheets, and N-1
actuals and N Budqet lncome statements
January Year N
$year Capital lnvestment plan established for N
Budoet is updated and integrated into models
January Year N
REGULATED:
Operations Review and 5 year planning based upon N
Budoet
February year N
Rates, Operations, Engineering, Finance, Segment
Manaoement review bv BU
Early March year N
After Segment consolidation: Review with Executive
Management, Rates, and Finance; any changes
oushed down
Mid-March year N
Final consolidation of income statement, B/S, CF,
review with Treasury; Corporate expenses projected,
reviewed, finalized; Regulated Segment finalized
Late-March/early April of year N
CONTRAGT SERVIGES:
Contract Services income statement proiections made January -Februarv vear N
by contract and reviewed internally
Reg non-reg contract projections made by contract and
reviewed bv Reoulated Seqment President
January -February year N
Contract Services income statement projections
reviewed at Division level with Corporate Finance &
Slrafarrie Flannino
Late February year N
Consolidation of Contract Services and balance sheet
and cash flow produced by Corp Finance & Strat
Plannino
Mid March year N
Contract Services Segment review with Executive
Management & Finance and any changes are pushed
down
Mid-March year N
NEW BUSINESS AND ACQUISITIONS:
Business plans established, reviewed and finalized Februarv/March vear N
UW INC CONSOLIDATED:
Consolidation of the 2 Segments, New Business, and
Acouisitions and analvsis versus orior vear Strat Plan
Early April year N
Finalreview with UW Executive Manaoement Mid-Aorilvear N
Submission to SE Late Aoril vear N
United Water Capital Control Eryendinre Policy and Procedure Manual
Revised 2012
Page 78
Appendix J
Refunds for New Customer Connections
United Water Capital Contrul Eryenditure Policy wtd Ptocedtre Manual
Revisd 2012
Page 79
United Water
Policy #1 1 06-Refund Policy
(New Gustomers Added to System)
l'UDmrlleo By: Mrcnael u. ulaKe
T)ireal6r-Radr rlrtaru Aaa6l rntind
Approve By: Ed lmparato
Effective Date: August 15,2008
Revision Date: August 15, 2008
Process Owner: Donna Cole-Controller
Affected Sites: All Regulated
I lnitcrl Watar hrrcine<c rrnil<Page No.: 80 of 86
PURPOSE
To provide guidance and establish adequate and uniformed procedures over United
Wate/s Developer Refund Policy for new customer service connections made to new
main extensions.
SCOPE
This policy applies to all regulated utilities of United Water lnc., its subsidiaries and
affiliates.
GENERAL
United Water's policy is to refund developers when a new customer connection has
been made to a new or existing main and the premise is occupied by a bona fide owner
or responsible tenant who is under contract with the company for the present use of its
service. Following the guidelines established in each developer's contract, United Water
agrees to refund to the ApplicanUDeveloper an amount equal to its advance and/or up to
the prescribed number of years that has been approved by the various state regulatory
commissions to that type of premise. Prior to the issuance of any refund, local
engineering management must validate the construction project balance and ensure that
any refund due to a developer is net of the balance owed to United Water. ln other
words, a refund should not be issued to a developer if a balance is owed to United
Water.
GUIDELINES
As a precursor to this policy, Refunds for New Customer Connections should only be
made after project costs have been trued up and any additional contribution or refund
has been issued.
At the onset of each new construction contract, it is the engineering department's
responsibility to develop a master schedule (excel file stored on the shared drive) of
developer construction projects that should be monitored on a routine basis. This review
will ensure that actual dollars versus budgeted dollars have been analyzed and tracked
United Water Capilal Control Expenditure Policy and Procedure Manual
Revised 2ol2 page go
and that consideration to activate (place in service) or not activate the project has been
given.
The master schedule should provide adequate details of each developer extension
project inclusive of the various details:o project lDs,o developer names and Addresses,. main extension installation date,. lot numbers,. size of the services installed,. number of services and the number of hydrants installed,o service addresses,. actual cost ofeach project,. in-service dates,. total refundable amount,. the amount of refund per service (house connected), and,o the contract expiration date.
Additionally, the schedule should track the number of services and hydrants that refunds
have been issued for and automatically adjust the outstanding balance available to be
refunded.
Depending on the local process, the update of the master schedule should be a shared
responsibility among the engineering, accounting and customer service departments.
Frequency of Review for Refunds for New Gustomer Gonnections
Developer refunds should be reviewed at a minimum on a quarterly basis.
However the review can be tailored to the term of the contract i.e., for example
monthly or on the developers anniversary date. Furthermore, depending on the
process employed at each location, customer service or accounting shall monitor
the activation of each new service in the master file by reviewing the status of
each potentially refundable service address from the schedule. This should be
done by verifying the date that each service was activated in the customer
information billing system. lf customer service completes this task the list of
refundable properties should be forwarded to Accounting to process the refund to
the developer. lf the process is done within the accounting department, the
business unit general manager should be notified of the refundable amount and
approve disbursement accordingly.
Once meters have been installed, accounting should commence the refund
process and forward all information for appropriate approval and processing of
the refund based on commercial and residential agreement rates through the
PeopleSoft system.
Once the refund has been issued, the master schedule should be updated
accordingly by the trustee (engineering or accounting) of the file by recording the
amounts refunded, the services that the refunds were issued for and the date of
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2ol2
Page gl
the refund. The trustee also needs to ensure that there is no duplication of
refunds.
Accounting for Refunds for New Customer Connections
For processing customer refunds, the old Proiect lD should be opened and
refunds should be applied against the balance in the project. A new project lD
should not be established for refunds. Applying a refund against the original
Project lD will ensure that United Water does not refund more than the original
advances.
Reconciliation of Refunds for New Customer Connections
A formal reconciliation process should be implemented to ensure that developer
balances in the master schedule agree with PeopleSoft totals. The policy should
include a review of postings and balances after the information is sent to
accounting and posted. Engineers should review the developer balances
routinely to ensure that charges were posted to the conect project, refunds
issued are conectly calculated and that the balances agree.
Please Note: The total amount of all refunds shall not exceed the
deposiVadvance or the adjusted deposiVadvance, if an adjustment has been
made. lt is also important to understand that the right to receive refunds ceases
on the applicable anniversary date as stipulated by the various regulatory
commissions. For example, for United Water New Jersey, even if a refund
balance exists, once the ten (10) year anniversary is observed, i.e., 10 years
from the date of the completion of an extension, the developer shall have no
further claims against the United Water for refunds
Hydrant Refunds for New Connections
ln several business units, United Water is required to refund the developer for the
number of hydrants that have been installed based on rates approved by the
regulatory commission. The cost of installing the fire hydrants shall be refunded
to the Developer at such time as the hydrants become connected and usable as
per the applicable approved commission fire hydrant agreement. Fire Hydrants
are in service once the water main is activated. The water main activation date
should be included in the master schedule.
Customer service or engineering is to notify the accounting department to refund
to the developer the hydrant construction cost, after all refund requirements have
been met by the developer.
The engineering department will provide the number of hydrants, hydrant lD and
refundable cost for each project in the master schedule file. Customer Service or
accounting must update this file with the date the hydrant was first billed to the
municipality. This review is to be done semiannually (May and November).
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 201 2
Page 82
The accounting department will issue a refund to the developer for the hydmnts,
and record the date of the refund and the refund amount in the master schedule
file.
Special Regulatory Requirements for New Jersey Operations
All New Jersey utilities shallfollow'New Jersey Smart Growth lnitiative" or
amendments and procedures for calculating and making customer refunds.
CONTACT
Any questions conceming this policy can be directed to Donna Cole,
[e-mail]
United Water Capital Control Eryenditure Policy andProcedure Manual
Revised 2012
Page 83
APPEI\DIX K
New and Replacement Meter & RF Charges
United Water Capttal Control Eryenditure Policy andPmcedure Manual'
Revised 2012
New Meter for
New Customer
(first time
receiving water
service)
New Meter for
Existing
Customer
(replace an
existine meter)
Used Meter for
New Customer
(first time
receiving water
service)
Used Meter for
Existing
Customer
(replace an
existine meter)
Labor Cost,
including travel
time and time
to install meter
All labor costs,
including
travel and
installation
time charge to:
CyyGOO1
Use appropriate
sub-project ID
per attached list
One-half of
travel time
and
installation
time charge to:
CyyGSO1
Use appropriate
sub-project ID
per attached list
Other % of
travel and
installation
time should be
coded:
R12G501
Use appropriate
sub-project ID
oer attached list
Charge to:
Regop 540_
Activity
663000
100
Charge to:
Regop 540_
Activity
663000
100
Material Cost,
including meter
and fittings to
install meter
CyyGOOr
Use appropriate
sub-project ID
per attached list
CyyG501
Use appropriate
sub-project ID
per attached list
None None
New RF for a New
Customer (first time
receiving water service)
New RF for an Existing
Customer (to replace non-
functionine HOMER Mru)
Labor Cost, including
travel time and time to
install the unit
All labor cost, including
travel and installation
time charge to:
CyyG002
One-half of travel time and
installation time Charge to
CyyG502
Other % of travel and
installation time charge to
RwG502
Material Cost, including
RF and fittins costs to CwG002 CwG502
United Water Capilal Control Expenditure Policy andProcedure Manual
Revised 2012
install the unit
List of Project ID and Activity Numbers
New Meters
Proiect ID Meter Size Activitv
CwG001 i/8 "34600s8
CwG001 ,t4")460034
CwG001 lrt 3460001
CwG001 I r/2"346001s
CwG001 I !460002
CwG001 ]rt 3460003
CwG001 t'3460004
CwG001 5"1460006
CwG001 3r'3460008
Replacement Meters
Proiect ID Meter Size ActiviW
CwG501 5/8 "3460058
CwG501 ,/4"3460034
C\rvGsOl 1rt 346000r
CwG501 | - l/2"34600r5
CYvG5O1 zn 3460002
CwG50l 3tt 3460003
3wG501 4"3460004
0vvc501 5"3460006
CwG50l 8rt 3460008
New RF Installation for New Customers
Proiect ID Activitv
wG002 All RFs t4600Mru
Installation
yy: last two digit of year
United Water Capital Control Expenditure Policy and Procedure Manual
Revised 2012
Page 86
RF Insta
Proiect ID Activitv
lwG502 All RFs 34600Mru
UNITED WATER IDAHO INC.
CASE UWI.W.15.O1
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Roger Greaves
REQUEST NO. 68: Please provide the policy that identifies the approval levels
(generally based upon dollar amount) for capital projects.
RESPONSE NO. 68: Please see the "Capitat Expenditure Control Policy & Procedure
Manual", Appendix A, provided with Request No. 67.
UNITED WATER IDAHO INC.
GASE UWI-W-15.01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Kevin Doherty
REQUEST NO.69: Please update Exhibit No. 11, Schedules 1, 3,4,5 and 6 with
actual cost information for each month available. Please also update related exhibits
and schedules (such as depreciation expense, accumulated depreciation, accumulated
deferred income taxes to name a few) to reflect the actuals for plant additions,
contributions in aid of construction, and advances for construction.
RESPONSE NO. 69:
Please refer to the attached Excel file.
UNITED WATER IDAHO INC.
GASE UW!-W-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 71: Please provide an updated copy of all leases, purchase agreements
or other contracts for vehicles and heavy equipment for 2011-2014.
RESPONSE NO. 71: Please refer to the attached agreements.
Request No 71 Attach. 1-Lease AgreementARl
Page 1 of 44
COMPANY:
ADDRESS:
TRAC CERTIFTCATION
CERTIFICATION RELATING TO..MOTOR VEHICLES OPERATING LEASES"
UNDER SECTTON 7701 Qi OF THE TNTERNAL REVENUE CODE
Ilnited Water- Tnc^
?.00 Old Hook Road
Hanington Palk. New Jersey 07640
FEDERALIDENTIFICATIONNUMBER: SS - OfI O58S
The undersigned,fl^l*t lnrn ll^, acting in
(Narne)
thecapacity ot Prs;Ae,,t(Officer's Title)
of United Watet' lrrc.
(Corporate Name)
(Herein the "Corporation') does hereby cerlify under penalties of perjury:
l. That the Corporation intends that the motor vehicles leased from Automotive Rentals,
Inc. or ARI Fleet LT (ointly referued to herein, as "L€ssof'), under any lease agreement
executed on or after Augnst 28, 1987, to which Section77}l (h) of the Internal Revenue Code of
1986 as amended applies, will be used more than fifty percent (50%) in the tmde or business of
the Corporation, and
2. That the Corporation has been advised that it will not be trcated as the owner of the
plopefty subject to the agreements for Federal Income Tax purposes.
IInited Wafer. Ine..
(CorporateName)
J t',, )-r. z-olo. I @ate)
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 2 ol 44
LEASE AND FLEET MANAGEMENT SDRVICES AGREEMENT
Parties
The Lease and Fleet Management Services Agreement ('Agreement") entered into as of
the 21't day of April, 20l0,by and-among ARI Fleet IT, a Delawai'e businesi trust, hereinafter
called "ARI Fleet' and Automotive Rentals, Inc,, a New Jersey corporation, located at 4001
Leadenhall Road, PO Box 5039, Mt. Laurel, New Jersey 08054, hereinafter called "ARI"; and
United Water, Inc., a New Jersey corporation with its principal place of business at 200 Old
Hook Road, Harrington Park, New Jersey 0764A0, hereinafter refeued to as "Lessee". ARI and
ARI Fleet are jointly refened to herein, as the "Lessor". Lessor and Lessee are at times leferred
to hercin as the "Parties,"
WITNtrSStrTHTHAT
The parties hereto intending to be legally bound hereby agree as follows:
Lense of Vehicles
ARTICLE 1. The Lessee shall leasc nerv vehicles hercundcr as may be from timc to timc
ordered by it in accordance with the provisions hercof. The Lessol of each vehicle leased
hercunder will be either ARI or ARI Fleet as indicated on the individual Motor Vehicle Lease
Agreement in the form attached hereto and marked Exhibit I ("MVLA"), pertainiug to such
vehicle. All vehicles leased hereunder shall be owned by, and titled aruVol registered in the
name of the Lessor. Should ARI Fleet be named as Lessor', ARI shall act as selicer in ploviding
all dtrties under this Agteement, Each MVLA (including the portions of this Agreement
incorporated therein by reference) issued hereunder is and will be an agreernent of lease only and
I.essee has no right or option to purchase the related vehicle at any tilne. Notwithstanding the
fact that the parties to this Ageement intend to cr€at€ a true lease and not a security ageement,
to the extent that any cou$ may determine that this Agreernent or any MVLA is intended as
security, Lessee hereby grants to Lessor a security interest in all ofLessee's dght, title and
interest in and to the vehicle leased pumuant to each MVLA issued hereundel and in all
proceeds, products and substitutes or replacements thereof.
Orderinq. Deliverv ard Acceptance of Vehicles
ARTICLE 2. a. Lessee shall ftiinish written orclem for vehicles to be leased hereunder,
specifying make, model, equiprnent, and delivery point within the United States of America,
excluding the States of Alaska, Hawaii and the Commonwealth of Puerto Rico. For vehicle
deliveries in Alaska, Hawaii or Puerto Rico, Lessor shall advise the cost of such vehicles for
Lessee's acceptance. Purchases from dealel inventory (stock purchases) will be priced as
indicated on Exhibit A.
b. Lessor agrees to deliver such vehicles to Lessee, subject to fessor''s ability to obtain
sufficient vehicles of the type ordered in the time specified by Lessee, and subject to any other
contingency beyond the reasonable control oflessor. Lessol shall not be obligated to purchase
and deliver any vehicles uuless Lessor has accepted Lessee's request for such delivery.
c. Lessee agrees to accept delivery of each vehicle ordered immediately upon notice of
availability fiom Lessor's delivering agent.
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 3 of 44
Yehicle Lease Term
d. Tlie term over which each vehicle leased hereunder will be depreciated shall be for the
period as specified in Exhibit A ('Depreciation Period'), or such other p-liod mutually agreed
upon. The initial lease tem, commencing on the date that such vehicle is delivered by Lessor to
Lesseg slull be for a minimum of 3 67 days for passenger and light duty vehicles and a minimum
of 24 months for commacial vehicles. After the initial lease tem, an extension of the lease on a
month to month basis shall be presumed until the Depreciation Period specified in Exhibit A
shall expire, unless tetmination with rcspect to the subject vehicle occuis as otherwise provided
hercunder.
With the mutual written consent of the Partles, at the expiration of the Depreciation
Peliod as specified in Exhibit A, the lease shall be extended on a rnonth to montli basis as
provided for in Article 4e hercin until teminated by written notification from Lessee to Lessor'.
Receirrt Forms
ARTICLE 3.n. l.essee shall deliver to kssor a Couftesy Delivery/License and Title
Instruction form, in the fonn attached hereto and marked Exhibit II, executed by the individual
autholized by Lessee,
hrdividual Motor Vchicle Lease Aereement
- - !, Upon delivery of each vehicle, Lessor shall deliver to Lessee an MVLA identi$ing
the vehicle, setting forth the monthly rcntal payments to be made with rcspect thereto, as '
determined under Article 4, the date delivered and other appropriate information as provided for
in said form. The MVLA fol each vehicle will also indicate wtether the Lessor for ihat vehicle
is ARI or ARI Fleet. The placing by Lessee of the order to lease a vehicle shall, subject to
teview and audit of the MVLA relating to the vehicle for plain error, Iegally bind the Lessee to
all the terms, provisions and obligations set forth in zuch MVLA, to the same extent as though
Lessee had physically executed such MVLA.
c. For convenience, this Ageement provides ceftain standard temrs and conditions that
shall govern the terms of the lease of each vehicle under each MVLA. The terms of this
Agteement will therefole be incorporated by reference into each MVLA. For purposes of this
incotpomtion by reference, all refercnces herein to lrsso1 unless the context otheiwise rrqnires,
shall be deemed to refer to whichever of ARI or ARI Fleet is clesignated as the Lessol under the
MVLA.
d. Each MVLA will be a sepalate, independent lease agreement relating solely to the
vehicle or vehicles uamed therein. Each MVLA will therefore be separate and distinct fiom each
othet MVLA and any other agteement befween Lessee and ARI ancVor ARI Fleet. Lessee, ARI
and ARI Fleet each agree to treat each MVLA for all purpose s in such marurer.
Pavrnents
ARTICLE 4.a. kssee agrces to pay Lessor, at Mt. Laurel, New Jersey, or its Assignee
as desq{bed in Article 7 and Exhibit C, or as otherwise specified in writir:g by'Lrssor, monttrly
rental payments for the use ofeach vehicle hereunder during the tenn ofthe lease and such other
amounts due in conjunction with the Fleet Management Services described in Article 14.
b. All payments shall be due and payable on or before the fifteenth (15th) day of each
month during the term of the lease, WHICH TIME SIIALL BE OF THE ESSENCE. [.essee
sllall pay Lessol a late payment penalty in flre amount of one and a half percen t (l lD%) or lhe
highest legal interest rate, whichever is less, per month or fraction thereof of any invoice the
payrnent of which is not in the possession of Lessor', or Assignee, by the due daie. /,r--_ t
{ (o*) }3 \--Y-,'/
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 4 ol 44
Monthly rental payments for each vehicle shall begin on tlre first day of the first ftlll
calendar month following the delivery of the vehicle and shall cease accruing at the end of the
Iast frrll calendar month priol to the day the vehicle is sunenderecl. Lessee agrees that from the
tirne of acceptance of the vehicle by Lessee to the tirne when such rental payments are payable,
Lessee will pay an interim charge in an amount equal to the monthly rcntal payment pro-mted on
a daily basis based on the actual number of days in the month. ln addition, Lessee agrees to pay
an interim charge for the month of surrcnder until the date of surrender in an amount equal to the
tnonthly rental payment pro-rated on a daily basis base.d on the actual number of days in the
month. Lessee agrees to pay to Lessor intelirn financing from the date Lessor is invoiced by the
manufachrrcr, ot the applicable vehicle source of supply, for each vehicle to the date prececling
the day of delivery. The interest rate charged for such interim financing shall be the then curent
pdme rate of interest.
c. For each leased vehicle during the Depreciation Period, the rnonthly rental shall be
computed as set fo(h in Exhibit B herein.
d. Should Lessee request Lessor to have a vehicle upfitted after production by the vehicle
manufacturer, and it shall become necessary or desirable for Lessol to pay for such vehicle,
Lessor, in such errent, may chargc Lessee an intcrim financing amount, and the cost of such
interim financing is to be the then current prime rate of interest as set forth in the "Money Rates"
section of The Wall Street Joumal. All incornplete units thus acquired shall, with the exception
of the payment of rcntals, be subject to the tenns and conditions of this Agreement; including but
not limited to, the indemnity provisions of Article 17 hereof,
e. For each leased vehicle rcrnaining in service on a month-to-rnonth basis after'the
completion ofthe Depeciation Pedod, the monthly rental shall be $25.00.
f. lnvoices shall be rendered monthly in electronic format, with service costs and all
other items separately itemized thercon. Lessee shall designate in writing the rcpresentatives to
whom the invoices shall be sent.
Canitalized Value
ARTICLE 5. The Capitalized Value for each leased vehicle listed on Exhibit A shall
consist of the sum of the following amounts:
a. The vehicle mannfactu'er's invoice price to its dealers plus a reasonable Procurement
& Handling amount for each vehicle as indicated on Exhibit A. Fol vehicle makes other than
those listed on Exhibit A, Lessor shall advise the cost of such vehicles for Lessee's acceptance.
. b. The amount of the cost of vehicle upfitting requested by Lessee plus the Procurement
& Handling amount of l%o.
c. lrssor's cost of any optional equipment and/or accessodes requested by Lessee which
are not furnished or included by the vehicle tnanufacturer and acklitional transportation charges
incurred by reason of a change of delivery point requested by Lessee priol to delivery.
Costs Paid bv Lcssee
ARTICLD 6. Lessee shall be responsible for the cost of state and local inspections,
license tags, plates, and any certificates oftitle, notary fees, lien recording fees, clerk fees,
registrations and any other compliances or regulations requhed by law whether local, state or
federal, and all federal, state and local taxes (including personal property taxes) not included in
the cost of the vehicle as defined in Article 5.
(,,f,Dl
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 5 of 44
Assisnment of Rentals
ARTICLD 7. Lessor may assign all rights, title and intercst of Lessor in and to each
MVLA and all monies due and td become due to Lessor thereunder to a financing institution
(hereinafter called "Assignee') and in the event of such assignment, Lessee will pay direct to
such Assignee, if so dilected by Assignee, all payments due and to become due with rcspect to
all matterc under such MVLA; such Assignee's riglrt to payment of all sums due thereunder shall
not be subject to any defense by Lessee, except payment to the Assignee. Lessee will rnake all
payments promptly.
In the event of any such assignment, the liability of Lessor or to the Lessee to pay rental
to the Assignee shall not be tenninated, notwithstanding anything hercin contained to the
contrary, unless the Assignee shall have been paid the full depreciated value for such vehicle as
set forth in the MWA.
Vehicle Replacernent
ARTICLE 8. a. Lessee may at any time, after tlre minimum lease temrs describecl in
Article 2d, rcquile Lessor to replace any vehicle pursuant to this Agreement by girring to Lessor
wlitten notice of intent, which notice shall contain the same information as is required for a
delivery order by Article 2a of this Ag'eement, and shall state, in addition, that the vehicle to be
delivered is in replacement of a specifically identified vehicle presently leased, which will be
sumendered to Le.ssor upon delivery ofthe replacernent vehicle. The lease as to such replaced
vehicle shall terminate upon sun€nder to Lessor of the replaced vehicle.
Vehicles Not Renlaced
b. Lessee may at any time, aftel the minimum terms described in Article 2d, retire fi'om
service any vehicle leased pursuant to this Agreement without replacement by giving to Lessor
aclvance written notice stating when said vehicle will be surrendered to Lessor, in accordance
with Article t herein. The lease as to such vehicle shall terminate upon the date Lessor takes
possession ofsaid vehicle, or in the event Lessor agnees a vehicle is uot to be surrendered to
Lessor', the lease as to such vehicle shall terminate upon the date of Lessor's receipt of all
necessary sale papawork from Lessee.
Surrender UDon Reolacentent or Retirement
ARTICLE 9. Upon rcplacement or retircment of any vehicle leased hereunder, Lessee
shall surrender possession of such vehicle to Lessol at the point whele same was odginally
delivered to Lessee or at such other point agreeable to tlre Parties,
Disnosition After Surrerrder of Leased Vehicles
ARTICLE 10. a. Lessor shall sell every vehicle leased hereunder after possession
thereof slrall have been sun'endered by Lessee as provided in Article 8. Upon sale of a leasecl
vehicle, Lessor shall retain out of tlre sale price any reasonable costs which it has incured in
transportation and rnarketing ofthe vehicle, fees paid (including auction fees), a used vehicle
termination fee of $100.00. an<l repairs or replacements necessal'y to merchandise the vehicle, to
anive at the net rcsale proceeds for calculation of rental adjustments.
b. Lessor shall pay to Lessee as a rcntal acljustment on automobiles and light trucks
(urder I 1,000# GVW), 100% of any excess of the net rcsale proceeds over the depreciated value
ofthe vehicle. Ifthe net resale proceeds are lqss than the clepreciated value ofthe vehicle,
kssee shall pay to Lessor as rental adjustment tlre amourt of such deficiency, plovided that
Lessor shall guarantee to Lessee minirnum net resale proceeds equal to 20Yo of lllr- Capitalized
Value at the beginning of the initial lease term. If Lessee elects to extend beyond the initial leasg-1 "..
telm, Lessor shall guarantee2iYo of lhe fair value of the vehicle at the inception of the tg, l5 ._-_-.,
United Water ldaho
Case U\M-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 6 of 44
concluding rnonth's extensior period. "Fair Value" shall be defined as 85% of the resale value
for automobiles and 70o/o of the rcsale value on light tnrcks (under' 11,000# GVW) as reported by
Black Book Offrcial Used Vehicle Mar*et Guide as published by National Auto Researth
Division, Hearst Business Media Corporation or its successor publications olpublishers as of the
publication date imurediately preceding the last day of the month which immediately prrcecles
the month in which termination as to the particular vehicle occuls. Such guarantee(s) by Lessor
will be limited solely to vehicles which have not been driven an excessive number of miles
(excessive mileage being defined as more flran an average of 1,667 miles per month).
Denrcciated Yalrre
c. The depreciated value of each vehicle shall be the Capitalized Value less the "total
depreciation reserve" paid by Lessee, The "total depreciation leserve" shall be a sum derived by
muttiplying (1) flre number of morrtlx a vehicle was in billed service and paid by Lessee, times
(2) the Capitalized Value, times (3) the rnonthly depreciationpercentage shown on Exhibit B
applicable to the Depreciation Period fixed for such vehicle. Any applicable interim rent chalges
do not apply towards the depreciatecl value,
d. Subject to the provisions ofArticle 4, paragraph b hereof, Lessor shall sell each
rehicle sturenclered by Lessee s'ithin sixtl, (60) days after such surrender, or rvithin snch othel
period as the paties may agl'ee upon. Any sale referred to in this Arlicle 10 shall be for'
immediately available funds payable in full upon the delivery of the vehicle and the title to the
purchaser. Lessor shall promptly render to Lessee a Statement of Settlement of any sale made
pulsuant to this Article 10. Any funds to which Lessee is entitled as a result of such sales shall
be paid to Lessee within thirty (30)'days following sarne, nnless Lessee instructs Lessor to credit
such amounts on the next invoice.
e, Resale value ofall vehicles sold each calendar year quafier during flre term ofthis
Lease, as well as a performance of the Lease generally, will be reviewed in a formal rneeting
between Lessee ancl Lessor. Without limiting kssee's or Lessor's discretion as to Lease
renewal, it is generally understood by the Parties that the amounts rBalized on the resale of frrll
tenn vehicles leased by Lessee under this Lease may be considered as a factor in cletermining
whether the Lease rvill be renewed from year to yeal by the Parties and rnay be compated to
suggested rcsale prices for vehicles of the same make, model, age, mileage, equipment and
conditions stated in one or more recognized use car wholesale publications (ex. Galves and
Black Book (the "Publications')). Subject to all of the other terms of this Lease, Lessor agrees
to make cornmercially reasonable effofis to attain the maximum rcsale value for each vehicle
during the term of this Lease,
Use of l,eased Vehieles
ARTICLE 11. Lessee may use the vehicles leased hereunder at any and all times for any
ancl all legal purposes. Title to each vehicle leased ltercunder shall remain in Lessor, but Lessor
shall have no conflol ol supervision ofthe operation ofany vehicle leased hereunder. Nothing
hercin contained shall authorize Iessee or any pe$on to operate or otherwise use any vehicle
contmry to law or to incur any liability or obligation on behalf of Lessor:. Lessor teserves the
right to charge Lessee a reasonable processing fee for any violation, summons or citation issuecl
against any Lessor leased vehicle and/or for any new titles which must be obtained due to rlriver
state changes, providing Lessee is not on an administrative program which administers such
changas.
Lessee agrees flrat it shall not rnodifr, actd or alter all or pzut of any vehicle leased
lrereunder without the prior written peunission of Lessor. Lessee shall not cause any Iien to be
attached to any equipment installed on a leased vehicle without the prior written consent of
Lessor,
(*'0,
Request No 71 Attach. 1-Lease Agreement ARI
PageT of44
Registration
ARTICLE 12. Fol those vehicles not emolled in the Licensing Management Plogmm,
Lessor will deliver to Lessee, not later than fifteen (15) days prior to the expimtion of the fir'st
and any subsequent license peliod, documents which rnay be necessary for Lessee to obtain state
license tags, certificates of title and similal permits for the authorized operation of the vehicle,
which certificates and'petmits shall indicate that ownership of said vehicle is in Lessor. When
obtainecl, such certificates and permits, unless requircd to be canied in the vehicle, shall be sent
by Lessee to Lessor. Lessee shall notifu Lessol if documents to obtain state license tags,
certificates of title and similar permits for the authorize<l operation of the vehicle are not received
by Lessee or Lessee's replesentative ten (10) days priol to the expiration ofsarne.
Resnonsibility for Mnintcnance
ARTICLE 13. Except for the maintenance administrative responsibilities clefined in this
Agreement (specifically Article l4), neither ARI nor ARI Fleet shall have lesponsibility for the
maintenance and upkeep ofany vehicle leased hereunder after it is delivered to and accepted by
Lessee and until such time as Lessor thereafter accepts possession ofthe vehicle as provided in
Arlicle 9lrerein. Durirrg such time, Lessee shall maintain, serice and keep in good repair each
vehicle at its own expense.
[leet Manageprcnt Seruices
, ARTICLE 14. ARlshall provide to Lessee.the following services in accordance with
the requirements set forth herein. ARI shall provide these selices at the pricing indicated
below.
A) MAINTENANCE MANAGEMDNT PROGRAM
This program is designed to relieve Lessee fi'om the daily task of administering its fleet.
ARI becomes flre liaison with the Lessee's drivers. Purchases are billed montNy for all expenses
incuned under the Program. ARI shall make available to Lessee variom repofis compilecl fi'orn
the information accumulated by ARI with regards to this Maintenance Management Program. A
five percent (5%) adminishative handling fee will be charged for the use of independent repair
facilities. (5% of transaction amount).
Selvices include:
o Enrollment in the Service Savings Program, Prcventive Maintenance Program, Warranty
Recovery Program and 24-Hotu Roadside Assistance Program, all defined below.o lndiViclual dliver handbooks on Standard Vehicle Operating Guidelines.o Control and approval of all servicing requirements by certified teclrnicians,r The maintenahce of individual vehicle daily operating recotds.o ARI knowledge and experience in Fleet Management.r Direct communication with ddvers via a national toll fi'ee nurnber.r 2% National Account rebate for those facilities indicated on Exhibit D attached heteto.
(il Service Savlnss Prosrnnt
This progam provides discounts on tircs, rnaintenance service, and glass rcplacement,
Seryices are performed at recognized tire and service outlets nationwide. All purchases are billed
monthly to the Lessee. Service cards shall be valid for the pmchase of tircs, battedes, and
mechanical lepairs at recognized retail tirp and seruice outlets.
Lessee shall notify ARI promptly in writing of any driver changes, aclditions, or deletions. ...
affecting the use of any service card and be rcsponsible for the retum to ARI of any service "?t},*f i(nw;
'7.
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 8 of 44
for which Lessee has no further use, as in the case of terminated employee, or for any other
reason.
Limitations as to type of repails authorized and/or dollar lirnits per charge occun'ence
shall be as indicated by Lessee, subject to the ability of the rcspective tire and seryice outlets to
so limit.
ARI shall invoice Lessee monthly for expenses incumed by Lessee's rcprcsentatives
through the use'of purchase orders, service cards, or otherwise; as received from the recognized
tire and service outlets.
ftil Preveulive Moinlennnce Prueront
This prograrn is designed to minimize the adminisn'ation of scheduled nraintenance. A
tailor-made coupon book is supplied fol redemption at rccognized nationwide service centerc.
AII ptrrchases under this program are billed rnonthly to the Lessee. Lessee shall be responsible
for the retum of all cotpon books and/or any and all pu'chases rnade with such coupou books,
regardless of wlren such purchase occurs.
Car'/Truck Coupon Books Include:
r PreventiveMaintenance Schedule,o Interval Couponso Replacement the coupons (2)r Wreel Alignment Coupons (2)
ftiil Wffranlv Recovefi Prosrum
ARI will make rtasonable efforts to recover for Lessee financial adjustments from the
manufacturer on repails performed beyond the new vehicle and component wananty agrrement.
(M 24-Hour Rootlslde Assistance Prosrum
The program provides your fleet drivem with the security and convenience wherever and
whenever they travel in their AR[-covercd vehicle. Lessee shall be responsible for all costs,
expense, loss or liability ar{sing out ofthe use and operation ofthe vehicle(s) and/or services
provided hereunder.
This progam includes:
r 24-Houl Toll-Free ARI Assistance Lineo 24-Hout Emergency Tow Serviceo Administer Repair of those Vehicles outside of OEM netrvork
B) WRIGIITDXPRDSS CARD PROGRAM
This electlcnic fuel carcl program is ctesigned to provide the Lessee with a morc
convenient and secure method of purchasing gasoline for cornmerpial vehicles tluough the use of
point ofsale data transfer and enhancing Lessee's ability to control credit card usage.
Estnbllshntent ofAcconnl: ARI shall establish for Lessee a credit card account under
this program, Lessee agrees that this account will only be used fol the purchase ofproducts and
services for business purposes. ARI will issue or cause to be issued a credit card (the "Card")
under this program. Lessee agtees to pay any rnerchant who honors the Card, and, upon
assignment of Lessee's obligations to ARI, agrees to pay ARI, all irr accordance with the terms of
this Agreement, Credit granted pursuant to the Card nray include: (a) ARI's purchase of Lessee's
credit obligations arising fi'om third parlies honoring the Cald, and (b) AR['s agreement to
assrrme directly and pay Lessee's obligations arising out of the use of the Cmd.6i) :g \--l
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page I of 44
Crerlit Cnyds: ARI shall issue the Cards for use by those individuals or those vehicles to be
identified by Lessee. Unless ear{ier revoked or canceled, all credit cards shall be valid tlu'ough
their respective expimtion dates. Lessee may request lhe issuance of additional credit cards, the
cancellation of existing credit cards, or changes in authorized use thercof. ARI may issue
renewal crcdit cards prior to the expiration date and all such renewal or additional credit cards
shall be subject to the terms of this Agreement as then in force. Lessee agrees that this program
contlols all purchases macle on the account by Lessee or any person who uses Lessee's Card or
account. Lessee agrees that the use ofthe Cards and the applicable driver identification number
will constitute authorized use for all purposes. Lessee agrees that use of the Cad (with a driver
identification number), and the comesponding entry of sales data into the card system will
evidence Less@'s agrcement to pay for such purchases. Lessee will promptly notify ARI of the
loss, theft or unauthorized use ofthe Card or account by telephone or wire. Upon receipt ofsuch
notification, ARI will cancel the Card within two (2) business days of notification. Lessee's
liability for purchases made on the Cald will cease after two (2) business days from the date ARI
receives notification to cancel the Card.
Fleet htlornntion nnd Credit Cords: The Fleet Contact Person desigrated by Lessee is
authorized to provide ARI \vith the infomration necessary to initially establish Lessee's account
rccords and credit cards, ARI is also authorized to send to the Fleet Contact Person's attention
all account summary information and credit cards so produced. In addition, the Fleet Contact
Person is the individual designated by Lessee to provide all fleet vehicles, drivet and other
information rcquested, Unless kssee reports any errors in the account information or credit
cards within tlure (3) business days ofits receipt thereof, ARl'shall be entitled to rely.on such
infonnation and credit cads for processing Lessee's account.
Mnttogeuent Repoils and Dlsclnlmer: ARI shall provide Vehicle Analysis Reports and other
rnanagement reports based upon transactions and information reported to it. ARI shall use its
best effort to enstrre the accumcy and completeness of all rcports.
Electroalc Trnnsnction Authorizatiort Control: Lessee understands that the authorization
conhol ("Contol") established helein will restrict the Card transactions to the limit indicated
below. If any strch Conhol is exceeded in an account, subsequent tmnsactions will be declined.
Lessee acknowledges that this control may not include manual transactions which may not
register with the computerized communication link in the Wright Expr,ess database system and
that Lessee will be responsible for the total actual atnounts incumed for all transactions.
ARI shall not be rcsponsible for any loss, liability or damage Lesiee may suffer which
arises fi'orn or relates to or is in any way connected with the Control irnplemented pursuant to
this pncgmrn provided that such loss, liability or damage Lessee rnay suffer is not caused by ARI
ol its employees. The existence antVor use of the Control shall not affect the responsibility of
Lessee for unauthodzed use of the Cards or for transactions resulting fmm unrepofied lost or
stolen Cards, as well as fl'ansactions occuning during the cancellation period of any Card,
Authorization Control: Dailv Transaction Limit: #imum 2)
Should lrssee not elect a specific parameter in the Authorization Control section above,
Lessee agrees that the limitation of 10 trnnsaclions per rlay shall apply.
C) FLDDTADMIMSTRATIONPROGRAM
ARI shall provicle to Lessee certain seryices as outlined herein in orcler to effectively
ilanage and centrally control Lessee's vehicles.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 10 of44
ARI shall provide a toll fiee number to each vehicle operatol in order to contact a tearn of
fleet coordinators for assistance relating to their company vehicle, In addition, a Fleet
Administration Adrninishator will be assigned to your account and will be rcsponsible for
preparing vehicle s€lectors, monitoring the ordering prrcess, cost analysis, preparing standard
flee1 repors and assisting with routine fleet duties and providing the othet services described
herein. ARI shall also provide a client specific web-site, which explainsthe adrninistation of
the progmm. This web-site will include the specific contact and phone numbers for a driver to
utilize for daily vehicle related inquiries, outline procedures to be utilized tlroughout the life of
the vehicle and provide Lessee's corpolate fleet policies for rcference purposes.
New Vihicle Orlering - ARI will adrninister the ongoing ordering of Lessee's company
vehicles. ARI shall provide a replacement repor't to Lessee which will monitor the status of
Lessee's velricles and indicate the ongoing replacement cycle ofvehicles based upon Lessee's
rnileage and length of service criteria. Lessee will then communicate to ARI the vehicles to be
replaced with new vehicle otdem. ARI shall coordinate with Lessee's ddvers the oldering and
delivery of Lessee's vehicles. ARI shall provide Lessee or its drivers an order form detailing
vehicles available fol ordering. Upon receipt of older'from an autholized rcpresentative of
[,essee, ARI shall order each vehicle directly with tlre appropriate mamrfactnrer. ARI a$ees to
deliver such vehicles, subject to ARI's ability to obtain sufficient vehicles of the type ordered ln
the tirne specified by Lessee, and subject to any other contingency beyond the control of AN.
kssee agi'ees to accept delivery of each vehicle ordered immediately upon notice of availability
fiom ARI's delively agent.
Vehicle Remorkefing - ARI will adrninister the sale processing of those vehicles terminated by
Lessee and designated for sale. Such administmtive services shall include:
r Ananging for vehicle pickup,o Sending termination notices fot direct sale to vehicle drivers,. Signing related sale documents including odometer statements.
D) LICENSINGMANAGEMENTPROGRAM
ARJ will process annual legistration rcnewals and title t'ansfers for each vehicle enrolled
by Lessee in this service.
ARI assumes no responsibility rurder this Program except to use normal business efforts
to reirder the serices called fol herennder in a rnanner reasonably s4tisfactory to Lessee, and
ARI shall not be liable or held accountable fol mistakes of fact or law or for any loss or damage
to Lessee arising or resulting therefi'om or otherwise frorn its acts or omissions, except for its
negligence or willflrl misconduct, and ARI shall not be responsible for incomplete licensing
fi'ansactions that result from the lack of items which are uot promptly supplied by Lessee.
For each vehicle enlolled in this service, ARI will file all necessary documentation and
forward all applicable fees, directly to the state, for the annual renewal of vehicle registrations,
including city and cgunty stickers where applicable. ARI shall also process any title transfers to
other states, where necessary. ARI will bill all charges associated with the renerval ot'transfer
pl'ocess at their actual cost on a miscellaneous (non-r'ental) invoice. Prior to renewal or title
tansfer time, in order to facilitate these processes, ARI may rcquest iterns necessary to complete
the processes, which Lessee shall prornptly supply. Any such items may include, but not be
Iimited to, Vehicle Identification Number, safety and emissions inspections, mileage readings
and tax rcceipts.
The effective date of ARI's responsibility to provide the aforpmentioned service shall be
no mole than 90 days after the date that this Ageanent is signed by ARI.
IO
6)
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 11 of44
E) TRUCKLICE}ISING AND RDPORTING PROGRAM
For Lessee's heavy-duty vehicles, ARI shall coordinate the seryices as indicated on the
Exhibit E attached heteto,
Lessee shall plovide ARI with an accurate listing of all enlolled vehicles, to include all
required information as designated by ARI and as indicated on Exhibit E, at least thirty (30) days
prior to the date Lessee desires the services. Lessee also agrees to promptly provide additional
reasonable information as may be rcquested by ARI.
ARI shall invoice Lessee fol9ll expenses and payments made on Lessee's behalf (i.e.
filel tax, licensing fees) when incumed by ARI.
D ARI GARAGtr MAINTENAIYCE SYSTEM
ARI's "Garage Maintenance System" program is rneant to provide clients that have in-
house garage facilities with the tools necessary to nuximize productivity through inventory and
data management. This software program, nsed in conjunction with ARI's Mainteirance
Management Program and AN insights@ internet site, will provide desktop management tools
for the effective fleet management of your vehicles. Capabilities include:
o Tmcking vehicle inventory,o Maintain and view velilcle repair and maintenance history for equipment, chassis and
body individually or cornbined,o Track mechanic aud shop time.' . Trackparts inventory.r Preventive maintenancescheduling.. Logging of equiprnent hours and odometers for chassis.
ARI warrants tlrat any software or software products which Lessor uses orpnrvides to Lessee
pursnant to this section does not infringe upon or violate any patort, copyright, trade secrct or any
othu proprietary right of any third palty, and ARI shall indemniff Lessee against any loss, expense
or liability arising out of any such claim of infiingeinent ol violation as hercinafter providecl.
G) FLEET MANAGEMDNT/SERVICE PROCRAM FEDS
In considemtion and upon implementation of the services and wor* ptovided by ARI,
Lessee shall pay the fee(s) as indicated below (in addition to the cost incumed as outlined in the
various Programs):
o Maintenance Managemenl Prog'am f'ee : $4.00 per vehicle per month for passenger cars
and class I and 2 trucks under 10,000# GVW without exterior upfitting and for all
vehicles enrolled in the ARI Gamge Maintenance System; $7.00 per vehicle per month
for trucks fiom 10,000# GVW to 25,999# GVW; $10.00 per vehicle per month for tnrcks
at 26,000# GVW or over; $35.00 pel'occurrence fol24-Hour Roadside Assistance; and
l0% of recovery for Waranty Recovery.o llrright Expt'ess Card Program Fee; $-0- per vehicle per month. (A one dollar ($ I .00)
charge shall be billed Lessee for each replacement card rcquested by Lessee). Based
upon ARI's curent structure with Wright Express, ARI aglees to credit to Lessee on a
nionthly basis a rebate of fifty (50) basis points based on the monthly fuel volurne after
such Uansactions are rcported to ARI by Wright Express.e Fleet Administration Prog'am Fee: $4.00 pei'vehicle per month,o Licensing Managentent Prog'am Fee: $2.75 per vehicle per month.o Tnrck Licensing and Reporting Progranr Fee: $8.00 per vehicle per month for IFTA /
NY HUT only plus all fees as indicated on Exhibit E attached hereto.o ARI Garage Maintenance System Prog'am Fee: $350,00 per galage per month plus
participation in ARI's Maintenance Management hograrn ($4.00 per vehicle per month
iegardless of vehicle type). This fee includes a license to use the Garage Maintenance
System application, standard system upgrades, web-based training, and data back-ups.
1l 6,D
Request No 71 Attach. 1 -Lease Agreement ARI
Page 12 ol 44
On-site suppofi and flaining is subject to travel and expense charges. Customization of
software is subject to hourly development rate ot a per quote chatge.
Damase or Destruction of Leased Vehicles
ARTICLE 15. a. In the event a leased vehicle is damaged, its repair shall be the responsibility
and obligation ofLessee; in every such instance, Lessor will assign to Lessee all rights Lessor
rnay have to be rcirnbtused for such damage ptusuant to insurance coverage.
b. In the event a leased vehicle is damaged or destroyed to such extent that Lessee finds
it undesirable to continue its use, Lessee may terminate the lease pursuant to Article 8 herein,
and Lessor shall dispose of said vehicle purcuant to Article 10 herein except that Lessor will not
be requiled to guarantee mininrum tesale on automobiles and liglrt trucks (under 11,000# GV\lf)
as provided for in Article l0b.
Lost or Stolen Leased Vehiclc
c. In the event a leased vehicle is lost or stolen, Lessee shall terminate the lease pursuant
to Article 8 helein and, upon payment of the deprcciated value, Lessor shall forward to,Lessee
necessary documents to tmnsfer ownership of said vehicle as dilected by Lessee.
fnsurance
ARTICLE 16. l,essee will carry fol the benefit of ARI, ARI Fleet, Lessee's employees
and others who operate the vehicle with the permission of Lessee,.and pay the cost thereof,
insurance against liability for bodily injuly in a minimum single limit of $2,000,000, and against
liability for property damage in a minimuur limit of $100,000. Lessee will fumish wlitten
evidence ofiaiii insnrance issued by cariers acceptable and satisfactory to Lessor in certificate
form naming ARI and ARI Fleet as Additional Insured. Lessee shall beal all risk of loss or
damage to each leased vehicle and the contents thereof. Additionally, Lessee shall carry or shall
self-insurc at Lessee's discretion for collision and comprrchensive coverage on each vehicle.
The insumnce covemge shall be effective as of tlte date on which any vehicle ordered by
Lessee is in the possession of Lessee and shall continue in full force and effect on each vehicle,
in accordance with the rcquirements of this Agreement, until that vehicle is sold, title has passed
to the purchaser, and Lessor has deliveted a close out report on that vehicle to Lessee.
Notwithstancling the foregoing, however, Lessor shall provicle insurance coverage at all
times for vehicles under the custody and control of Irssol or Lessor''s agents of the following
types: workers compensation with not less than $100,000limit and general liability with not less
tiran $100,000 lirrrit, as well as garagekeeper's liability insurance with not less than $1,000,000
limit and other types of insruance typically applicable to the types and forms of work and
services provided. The insurance to be provided by Lessol shall be primary to the extent it adses
ont of [,essor's liability hereunder, and 'United Water, Inc. and its afliliates and subsidiades"
shall be included as an additional insured solely with respect to the general liability coverage
rcferenced in this paragraph.
Iffol any leason Lessee shall fail to provide said insurance, Lessor, at its sole option
rnay: (a) provid6 same and upon demand shall be reimbursed by Lessee the actual cost thereof,
plui 1070 of said cost to defizy adnrinistrative expense; or, (b) terminate the lease of any and all
vehicles leased hereunder, effective immediately, at any time by giving written notice of
termination to Lessee.
fndemnification
ARTICLE 17. a. Lessee shall indemnifl and hold harmless Lessor and their respective
agents and employees against all loss or liability (including reasonable costs and attorney's fees)
;fis-i.,!;i,i o?6ic'o,-eci.a i"itr, tr,JtrG .oraitioi, opt:utii;;d d;*-it, "i""i"ii,i,ct; '6;
12
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 13 of44
during the temr hereof an related to the delay in delivery of any vehicle due to cilctrmstances
beyond Lessor's control and any loss ot'liability resulting fi'orn any repair, maintenance or
sei'vice work peiformed on any vehicle; provided, however, such indenrnity shall not apply to the
extent of Lessor's negligence or willful misconduct.
The provisions of this Article complehend, but without limitation, clairus, howsoever
arising, whether by reason of negligence, breach of wananty, defect in manufactute or
maintinance or otherwise and even though shict liability be claimed.
ARI Fleet and ARI shall jointly and severally indemnify and hold hannless Lessee and
Lessee's agents and employees against all loss or liability (including reasonable costs and
attorneys fees) arising out of or connected with their negligent perfonnance under this
Agrcement; provided , however', such indemnity shall not apply to the extent of Lessee's
negligence or willful rnisconduct Lessee will take upon itselfthe settlement of all such claims
and the defense ofany suit or suits, or legal proceedings ofany kind btought to erforce any such
claim or claims, and the payment of all judgments entered in any such suit or suits, whether or
not Lessor is a pafiy-defendant thereto.
Stateurent of Odometer'Warrnntv and Indemnificatio,4
b. Federal law and any applicable state law lequire that Lessee disclose the rnileage of
each vehicle retuned to Lessor in connection with the transfer of owner':ship of each vehicle.
The regulations provide that failure to make this disclosure (or the making of a false statement)
may result in fines and/or imprisonment. Lessee waffants to Lessol that the mileage indicated on
the odometer of any vehicle retumed to Lessor is the true and actual reading and that no
tampering with said odometer has taken place while such vehicle was operated by Lessee or any
other agent of Lessee. Lessee shall indemnifu and save ARI and ARI Fleet hannless from any
and all liability, loss, damage, expense, causes of action, suits, clairns, orjudgments arising frorn
breach of the wamanty hereinbefore stated in this Article and shall, at its own cost and expense,
defend any and all suits which rnay be btought agairut ARI and/or ARI Fleet, either alone or in
conjunction with others, upon any such liability or claim or claims and shall satisfr, pay, and
discharge any and all judgments and fines that may be levied against eitha'thereof; provided
however, that ARI or ARI Fleet shall give Lessee written notice of any such claim or demand
within thirty (30) days frorn receipt thereof.
No Warranties bv Lessor
' ARTICLD 18. As to any vehicle leased or service provided hereundet, except as provided
in Article 21, ARI and ARI Fleet each herrby disclaims all waranties, either expressed ot
implied, including any iurplied wan'anties of merchantability or fitness for a particular purpose,
and neither ARI nor ARI Fleet assumes nor authorizes any other person to assurne for it any
liability in connection with the use, condition, opemtion and possession of any vehicle. Neither'
party shall be entitled to recovel ft'om the other parfy any cons,equential damages, damages for
loss ofuse, loss ofprofits or income, or any other incidental damages.
Default
ARTICLE 19. Any default by Lessee of this Agreement, any MVLA hereunder, or any
other instrument between Lessee and ARI and/or ARI Fleet (collectively "Agreements") shall be
deemed a default under all such Agreements. Itr the event Lessee shall default in any paynents
due Lessor, or in perfounance of any covenant or condition under this Agreement, any MVLA
hereunder, or any other Agreernent, and Lessor notifies Lessee ofsuch default and it thereafter
rernains rurcorrected for ten (10) days, Lessor may putsue any remedies it may have under all
such Agleements, including taking possession of any or all vehicles leased hercunder, canceling
any cretlit cards issued, the demand for paynent of all sums due Lessor and the immediate
payment of any remaining unpaid charges for the balance of the tenns of the MVLAs or other
Agreements between Lessor and Lessee, Lessee shall pay any antl all reasonable attomey's fees
incurred in the collection thereof. ARI and ARI Fleet shall each have the right to offset any
l3
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 14 of 44
sums owing oI to be owing to Lessee by it against any sums owing or to be owing to ARI or ARI
Fleet, whether rmder an MVLA ol otherwise. No rernedy pulsued under this section shall be
deemed an act oftermination of the Agreements.
Bankruntcv
ARTICLE 20. Upon notice to Lessee, Lessor may terminate this Agleement, if in either
a state or federal couft,'a receiver is appointed'for the Lessee, or if a petition in banknrptcy or for
reorganization shall be filed by or against the Lessee, or if Lessee shall fail to give immediate
notice to Lessor of any distress or levy or execution puqported to be made or laid against the
property hereby leased or any part ofit. Lessor may take possession ofany or all vehicles leased
hereunder and may cancel any unfrlled vehicle oders and credit cards.
Lessorts Warrantv
ARTICLE 21. As to each vehicle leased by it hereunder, Lessol wanants that it is the
sole and absolute owner thercof, that it has the riglrt to lease the vehicle to Lessee, that the
vehicle is free of all encumbrances at time of delivery to Lessee (othel than the inteiest of an
Assignee pursuant to Article 7), that Lessor will not cause the vehicle to become subject to any
lien or encumbrance, that it will not sell, assign, lease or othelwise dispose of the vehicle except
as provided for in Article 7 and l0 hereof and that it will do nothing to dishrb Lessee's full dght
ofpossession and enjoyment of the vehicle and the exerpise of all Lessee's rights with respect
thereto as provided by this Agteement.
As_sienm en YRelated Entities
ARTICLD 22.a. This Agreernent shall be binding on the respective pafiies, their
successol's, legal representatives and assigns but neither party hereto shall, except as permitted
herein, assign or sublease any rights under this Agrcement without the prior written consent of
the other pa(y.
b. In the event that Lessee permits any vehicles subject to this Agreement to be med or
operated by any present or fittue subsidiary, parcnt or affrliate of Lessee (each a "Related
Entity"), Lessee agrees that notwithstanding: (a) use or operation by a Related Entity; (b) any
direction by kssee to Lessol to invoice a Related Entity; and (c) any payment made by a
Related Entity with rcspect to any vehicle, all such vehicles shall at all times remain subject to
the terms and conditions of this Agreement and Lessee shall at all times rcmain liable for all of
the duties and obligations (for payment or otherwise) under this Agleement. Any use or
operatiou by a Related Entity of any vehicle shall not, in any way, constitute a salg assignment
ot transfer, sublease or other disposition of such vehicle, or any interest thercin, or of any riglrts
granted to or obligations of Lessee under this Agreement.
Notwithstanding the forcgoing, Lessee may assign this Agreement to an affiliate of
Lesseq subject to the consent of Lessor', which consent may not be urueasonably withheld,
delayed or conditioned. Without limiting the foregoing, Lessor will not withhold its consent if
(i) its financing source approves the assignment; and (ii) the financial condition of the assignee
and any co-obligors with the assigree arc together substantially corupatable in financial
condition to that ofthe assignor at the inception ofthis Lease.
Cancellation
ARTICLD 23. This Agreement and any seryice or program described herein shall
remain in effect urtil canceled by any party upon sixty (60) days written notice to the other party.
The termination of this Agreement shall not affect any vehicles urder lease pursuant hereto at the
time of such teuuinatiou; all such vehicles shall remain subject to the tenns hereof and Lessor
and Lessee shall have the nrutual rights and obligations plovided for herein as to such vehicles.
l4
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page 15 of44
[inancial Statements/Ownership
ARTICLE 24. a. Lessee agrees to plovide Lessor each year a copy of Lessee's complete
year end financial statements promptly upon expiration ofeach fiscal year and any such other
financial information as may be leasonably requested by Lessor'. Lessor retains the right to limit
vehicle orders, deliveries and fleet management sewices based upon Lessor's credit evaluation
ofLessee.
b. Lessee shall notify Lessor, in writing, of any change in name, addrcss, ownemhip or
control of kssee. Such notification to be supplied to Lessor within fifteen (15) days of such
change.
Agreement Bindiue
ARTICLE 25. This Agrcenlent, together with Exhibits affached hereto arrd any MVLA
which may be hercafter issued hereunder, constitute and will constitute the firll, complete,
absolute and entile agteement and understanding between the parlies with rrspect to the subject
matter hereof. There are no otal agr€ements or understandings affecting this instrument. Any
future agreements, understandings or waiverc to be binding upon the parties hereto must be
reduced to writing and attached.hereto and Lessor's or Lessee's failurrc to enforce any provision
of this Agreernent shall not be construed as a waiver thereof or as excusing kssee or Lessor
respectively fiom filtuleperformance. Neitherthe failule of eitherparty to insist upon the
performance of any temr or condition of this Agreunent or to exercise any right or privilege
confered by this Agreement nor the waiver by eithel patty of any such tenn or condition shall be
construed as thereafter waiving any such term, or condition, right ol privilege,
State Larv
ARTICLE 26. This Agrcement shall be govemed by and shall be construed according to
the laws of the State ofNew Jersey. Each party hercto for itself and its successors and assigns,
hereby consents to personal jurisdiction over it and them in the Courls of the State of New Jersey
and in the Fedelal Coruts situated in the State of New Jersey in connection with any action or
proceedings arising out of or related to this Agreement. Any legal action related to this
Agreement shall be brought in the Superior Court of the State ofNew Jasey for the County of
Belgen or in the United States District Court for the State of New Jersey, Each party hereto
imevocably waives, to the ftillest extent permitted by law, its right to request a trial by jury, any
object which it may have or hereaftel has to the laying of the venue of any such suit, action or
proceeding brouglrt in such Court and any claim that any such suit, action or proceeding brought
in such a Court has been brought in an inconvenient forum. Should any part, term or provision
of this Agreement be by the courls decided to be illegal or in conflict with any law of the state
wherrc made, the validity of the remaining portions or plovisions shall not be affected thereby.
Authoritv to Sigq
ARTICLD 27. Any person who signs as an officer or agent for a corporation,
partnaship or othel entity wanants that he has authority frorn such corporation, partnership or
other entity to enter into this Agreement on its behalf.
Dailv Rental Yehicles
, ARTICLE 28. Lessee may rcquest that Lessor arrange temporary short term rentals
("Daily Rentals"). Lessor shall use its best efforts to anange for such Daily Rentals. Lessee
agrees to teimburse Lessot for all amounts for which Lessor has been invoiced by such Daily
Rental supplier. Any such Daily Rental shall be subject to the applicable tenns and conditions of
this Agreement, including, without limitation, the insurance and indenrnity provisions hercin,
15
(s,
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease AgreementARl
Page 16 of44
Eqrrinrnent Leasine
ARTICLE 29. For those itenrs of Equipment that Lessee shall lease from Lessor, the
following terms and conditions shall apply:
(a) Titlc; Personal Property; Encumbrancesl Location. Lessee covenants that the
ownerchip of the Equiprnent is and at all times shall remain in Lessor and tlmt the Equipment is
and shall renain personal property and shall not be attached to or become part of any realty; that
it shall be installed and used at the location specified in the MVLA pertaining thereto and that it
shall not be removed therefrom without the prior written consent of Lessor; and that Lessee will
not sell, secretg mortgage, assign, tratrsfer, Ioan, patl with possession of or encumber the
Equipment or pennit ol attempt to do any of the acts aforpsaid. Lessee agrees, at Lessee's own
expense, to take such action as lnay be necessary (a) to ranove any such encurnbrauce, lien or
charge and (b) to prevent any ftild party from acquiring any other interest in any Equipment
(including, without limitation, by reason of such Equipment being deerned to be a fixturc or a
part of any realty). Upon rcquest, Lessee shall, at its expense, affrx and maintain on the
Equiprnent a plate, satisfactory to Lessol indicating Lessot's ownership thereof.
(b) Maintenauce; Accessious; fnspectiou; Alterations. Lessee agrees at Lessee's own
expense to take good care ofthe Equipment ancl to make all repair.s and replacements necessary
to maintain, preserve, and keep the Equipment in good order and condition, wear and tear
excepted. Upon Lessor''s request, Lessee will permit Lessor to have access to the Equipment at
all reasonable times for the purpose of irupection and examination. Lessee shall make no
matedal altemtions in the Equipment without the prior written consent of Lessor. Lessee will
permit the Equipment to be operated and repaired only by qualifie<l personnel.
(c) Use of Equipment. Lessee shall be entitled to the right to possession and control of
the Equipmeut and the use theteof during the term of MVLA under which it is leased so long as
no eventof default has occun'ed. Lessee will comply with all laws, legulations and ordinances,
and all applicable rcquirements of the manufacturel of the Equiprnent, applicable to the physical
possession, operation, contlition, use and maintenance ofthe Equipment. Lessee agrees to obtain
all permits and licenses necessary for the operation of the Equipment.
(cl) Denial of \ilarranties. LESSORMAKESNO WARM.NTY OR
REPRESENTATION, EITHER BXPRESS OR IMPLIED, AS TO THE DESIGN OR
CONDTTION OF, OR AS TO THE QUALITY OF THE MATERIAL, EQUIPMENT OR
WORKMANSHIP IN THE EQUIPMENT DELIVERED TO LESSEE HERETINDER. LESSEE
LEASES THE EQINPMENT'AS IS", AND LESSOR MAKES NO WARRANTY OF
MERCHANTABILITY OR FITNESS OF THE EQUIPMENT FOR AI.IY PARTICULAR
PURPOSE ORAS TO ITS TITLE TO THE EQUIPMENT ORANY COMPONENTTHEREOF
OR AS TO ANY OTHER MATTE& IT BEING AGREED THAT ALL SUCH RISKS, AS
BETWEEN LESSOR AND LESSEE, ARE TO BE BORNE BY LESSEE, AND THE
BENEFITS OF AI.IY AND ALL IMPLIED WARRANTIES OF LESSOR ARE HEREBY
WAIVED BY LESSEE. Lessee acknowledges that is has selected the equipment on the basis of
its own jtrdgrnent and explessly disclaims any reliance upon any statements or representations
made by Lessor'. Notwithstanding any fees which may be pairt by Lessor to its vendor or any
agent ofvendor, Lessee understands and agrces that neithel the vendor nor any agent ofthe
vendor is an agent of Lessor or is authorized to waive or alter any temr or condition of this
Agreement or of any MVLA under this Agreement, and NO REPRESENTATION AS TO THE
EQUIPMENT OR ANY OTHER MATTER BY THE VENDOR SHALL IN ANY WAY
AFFECT LESSEE'S DUTY TO PERFORM ITS OBLIGATIONS AS SET FORTH IN T}IIS
LEASE OR ANY SUCH MWA. IN NO EVENT SHALL THE PARTIES BE LIABLE FOR
ANY INDIRECT, SPECIAL OR CONSEQUENNAL DAMAGES,
(e) Further Assurance. Lessee will prornptly execute and deliver to Lessor (or any
assignees of Lessor pursuant to this Ageernent) at Lessee's cost such fi.rrthel docurnents and take
suclifnrttrer action ai rerioi oi .,,"ri "!.igoie ,ir;, r#;"ably;;il;il; order to more ,:' " "' '-;if&fitffi, "rtir" irte"t a"ii;i"p;1,4G;;i;d !, ri,lii p;6i*iil;,;," o'.'oiyiu"r, , (E )16 tr.
-
Request No 71 Attach. 1-Lease AgreementARl
Page 17 ot 44
assignee's interest hereunder in accordance with the Unifolrr Cornmercial Code or other
applicable law, including without lirnitation, the filing and payment of financing and
continuation statements, Lessee hereby authorizes lessor to affect any such filing as aforcsaid
(inchrding the filing of any such financing ol continuation statements without the signaturc of
Lessee).
(f) Disposition at Lcase Termination. Lessee may, after an initial lease term of 24
months, retire fiom service any Equipnrent leased pursuant to this Agreement. Upon l€tilement,
Lessor shall sell for Lessee such Equiprnent to any parly and shall retain out ofthe sale pdce
rcasonable costs which it may have incured to merchandise the Equipment, plus a termination
fee of $100.00 per unit. Lessor shall pay to Lessee, as a rental adjwtment, 100% of any excess
ofthe net resale proceeds over the depreciated value, Ifthe net resale proceeds are less than the
depreciated valtre of the Equipment, Lessee slmll pay to Lessor as rental adjustment the amount
ofsuch deficiency.
Forcc Maieure
ARTICLE 30. Neither the Lessee or the Lessol shall be liable to the other for failure to
petform its obligations under this Lease due to fil'e, flood, strikes other industlial disturbances,
accidents or riot insurreclion, embargoe,s, acts of civil or military autholity, acts of any public
enemy, acts of God, or any other cause beyond the control of such party directly affectingthis
Lease. In the event that any such occuuence delays a party's performance under this Lease, the
party's performance shall be defened until such tirne as the occulrence has ended, been
eliminated ol avoided; provided, however, the Party seeking relief frorn performance purcuant to
this Article shall provide prompt notice ofthe failure or delay and the reasons therefole and take
all comnrercially reasonable steps to ftilfill its obligations in a tinrely nanner,
IN WITNESS WHEREOF, Lessor and Lessee have caused these presents to be duly
executed, in triplicate, as ofthe day and year first written above.
AUTOMOTIVE RDN]t.. Arrrrr^- ..r Fesnr,rr\tAls' *6/UNITED WATER,INC.
(ttl.ESSEE")(((ARI, or
TITLE:
WITN
DATE:
ARIFLDET LT
("ARr FLEDT" or
TITLE:
WTTNESS:
DATE:
ulv 1), ?.ctO
t7
United Water ldaho
Case UW-W-15-0'l
Request No 71 Attach. 1-Lease Agreement ARI
Page 18 of44
EXHIBIT A
This Exhibit A incorporates by reference all the terms and conditions of the Lease and
Fleet Management Services Ageement dated April 21,2010 and all rcferences to Article
numbers in this Exhibil A refer to such Articles in the Lease and Fleet Management Seryices
Agreement or to Articles added to the Lease and Fleet Management Seryices Agreement.
Tlrc parties mutually agree to flre following terms regarding the following Articles:
ARTTCLE2 (d)
The Depreciation Period is 60 months or less as agreed to by Lessee and Lessor.
PROCUREMENT
AND HANDLINGARTICLES(a) AMOUNT
IACTORY ORDERS
Buick, Chevrolet (except Corvette), GMC, Ford,
Mercury, Chrysler, Jeep and Dodge
Passenger Vehicles (excluding sub-compacts) $850.00 CREDIT
All Other Passenger Vehicles (including sub-compacts) PER QUOTATION
Standard Commercial Vehicles up to 11,000# GVW:
Chevrolet, Dodge, Ford, GMC $850.00 CREDI
AII Other Commercial Vehicles PER QUOTATION
All Iterns of Equipment - Lessor's Acquisition Costs plus 7 t/zYo
Lessee shall be responsible for all corutesy delivery fees imposed by the delivering dealer.
STOCKPURCHASES
Buick, Chevrolet (except Corvefte), GMC, Fold Merculy,
Chryslel and Dodge Passenger Vehicles:
ARI's Acqtrisition Costs plus 2%
All other Passenger Vehicles PER QUOTATION
Standard Commercial Vehicles up to 11,000# GVW:
Chevrolet, Dodge, GMC and Ford:
ARI's Acquisition Costs plus 2%
All other Conrmelcial Vehicles exceeding 11,000# cVW PER QUOTATION
All lterns of Equipment - Lessor's Acquisition Costs plus I %%
The foregoing rates ar" based upon manufactnrer cun'ent invoice pricing, policies and
allowances. Lessorreserves the right, upon notice to Lessee, to adjust such pricing based upon
changes in such manufacturel pticing, policies and allowances.
,' ,,6ir) "\., "1,/ .lg i.. "'.. .'
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 19 of44
EXHIBIT B
Lease and Fleet Management Services Agleement Dated: April 21,2010
For each leased vehicle during its Depreciation Period, the monthly rental for the
Depreciation Petiod shall be computqd by multiplying the vehicle's Capitalized Valge as agleed
to herein by the applicable percentages shown hereinbelow. The monthly rental billing will also
include interest which shall be calculated for each calendar month on the basis ofa 360 day year
for the actual numbet of days elapsed at 160 basis points (i.e. 1 .6 percent) pel annum in excess of
the Lessor Designated London Intelbank Offered Rate (LIBOR). The Lessor Designated LIBOR
rate shall be the rate quoted as the one rnonth.LIBOR rate in the 'Money Rates" section of The
Wall Street Journal fdr the twenty-fou'th (24u') day of the rnonth (or pri'ol business dry if inJ
twenty-fourth is a non-business day) immediately preceding the month fol which rcntal rates are
being deteuninal, lounded up to the nealest one-eighth ofone percent and further adjusted to
inclucle Lqssor"s reasonable costs ofprocessing and other adrninistrative costs. The interest rate
shall be adjusted each monflr, such adjustnrent(s) to be effective on the first day of the month
being billed and will be based on the depreciated book value at the end of the month prtor to the
month being billed.
Lessee acknowledges that the funding parameters established under this Exhibit B to the
Agreement are based upon financial and capital market conditions existing at the tirne of this
Agreement, which nray vary in the fliture. Accordingly, Lessor reserves tlre right to adjust such
parameterc to reflect any variations in such market conditions, Any,such adjustment may result
in an incrcase or declease in the interest portion of the monthly rental payment as stated in this
Exhibit B in an amount reflecting the resultant yield impact to lrssor caused by the changes as
rioted in the conditions listed above, Lessor shall use good faith in discussing any such mte
change arrd will use equal diligence in the pursuit of rate rcductions afforded by the above
referenced changes in capital markets.
Months I - 60
Depreciation 1.667%
Administrative Fee $.40/$ 1.000
,Q,
t9
LIBOR- Float
United Water ldaho
Case UW-W-15-01
Months 1 - 60
Depreciation 1.667%
Adminishative Fee $.40/$ 1.000
Request No 71 Attach. 1-Lease Agreement ARI
Page 20 ol 44
EXHTBTT B(1)
Lease and Fleet Management Sewices Agreernent Dated: Aplil2l, 2010
For each leased vehicle duing its Depreciation Period, the monthly rental for the
Depreciation Period shall be computed by multiplying the vehicle's Capitalized Value as agreed
to herein by the applicable factor that includes depreciation, interest, and administrative fee
charges. The Finance and Administration porlion of the monthly rental factor (determined by
deducting the depreciation percentage from fte gross monthly factor) includes intercst at an
annual rate converted to a 360 day basis equal to 175 basis points (i.e. I % percent) per arurtun iu
exc,ess of "The Three Year Swap Rate". The Tluee Year Swap Rate shall be the rate quoted as
such in the latest "week ending" column of the curent available Federal Reserve Statistical
Release (H.15) Publication on flre filst day of the monfli flrat the leased vehicle is financed,
rounded up to the nearcst one-eiglrth of one percent and frrrther adjusted to include Lessor's
reasonable costs of processing and other administrative costs.
During the Depreciation Periocl, any leased vehicles removed from service in accordance
with the terms of this Agrcement at any time other than at the last month of a plateau period,
Lessee shall pay Lessot an interest adjustrnent in an amount equal to the dif'ference befween the
actual simple interest calculated on a declining book balance, ancl the actual intercst paid by
Lessee to Lessor in connection with leased vehicles. Such intercst adjustrnent shall only apply to
the last rental plateau period in selvice and be calculated at the interest rate in effect for the
specific leased vehicle in question legardless ofthe rate ofinterest on the date ofcalculation.
Lessee acknowledges that the funding parameters established under this Exhibit B(1) to
the Agreement are based upon financial and capital market conditions existing at the time of this
Ageement, which rnay vary in the futrtrt. Accordingly, Lessor reserves the right to adjust such
pammeters to reflect any variations in such rnarket conditions. Any such adjustment may result
in an increase or decrease in the interest portion of the monthly rental payment as stated in this
Exhibit B(l) in an amount reflecting the resultant yield impact to Lessor caused by the changes
as noted in the conditions listed above. Lessor shall use good faith in discussing any such rate
change and will use equal diligence in the pursuit ofrate reductions afforded by the above
rcfercnced changes in capital markets,
,@) ,
Swap-3Year
20
United Water ldaho
Case UWI-W-15-0'1
Request No 71 Attach. 1-LeaseAgreementARl
Page21 ot44
EXHTBTT B(2)
FOR ITEMS OF'EQUIPMENT
Lease and Fleet Management Services Agreement Dated: April 27,2OlO
For each leased item of Equipment during its Depreciation Period, the monthly rcntal for
the Depleciation Period shall be cornputed by multiplying the Equipment's Capitalized Value as
agrred to herein by the applicable percentages shown herein below. The monthly rental billing
will also include interest which shall be calculated for each calendar month on the basis of a 360
day year for the actual numbei'ofdays elapsed at 300 basis points (i.e. 3 percent) per annum in
excess of the Lessor Designated London Interbank Offered Rate (LIBOR). The Lessor
Designated LIBOR rate shall be the rate quoted as the oue nlsnill I,IBOR rate in the "Money
Ratei" section of The Wall Street Journaf for the twenty-foufih (24t5 day of the month (or frior
business day if the twenty-fourtlr is a non-business day) immediately preceding the month for
which rental rates are being deteunined, tounded up to the nearest one-eighth ofone perceut and
further adjusted to include [rssor's reasonable cos6 of processing and other administmtive
costs. The interest rate shall be adjusted each month, such adjustment(s) to be effective on the
first day of the month being billed and will be based on the depreciated book value at the errd of
the month prior to the rnonth being billed.
Lessee acknowledges that the funding pararneters established undel this Exhibit B(2) to
the Agreernent are based upon'fureurcial and capital market conditions existing at the thne of this
Agreement, which rnay vary in the futurc. Accordingly, Lessor res€l'ves the right to adjust such
pararneters to rcflect any variations in such rnarket conditions. Any such adjustment may lesult
in an increase or decrease in the interest portion of the monthly rental payrnent as stated in this
Exhibit B(2) in an alnount leflecting the resultant yield impact to Lessol caused by the changes
as noted in the conditions listed above. Lessor shall use good faith in discrssing any such rate
change and will use equal diligence in the pulsuit of rate reductions afforded by the above
referenced changes in capital rnarkets.
Months 1 - 60
Depreciation 1.667%
Adrninishative Fee $.40/$ 1.000
LIBOR - Float
2l
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 22 ol 44
EXHIBIT C
Lease and Fleet Management Seryices Agreement Dated: April2l,2010
Under the teuns of the above mentioned agreement, we are rcquesting that rental payments be
made to Automotive Rentals, Inc. and rnailed to:
Automotive Rentals, Inc.
P. O. Box 8500-4375
Philadelphia, P A 19178-437 5
or such other location indicated by Lessor in writing.
Our rental billings will show the above mailing.address.
Please acknowledge by signing inthe space provided below.
Very tuly yours,
F*,t"?n''
Enclosrues
The undersigned acknowledges receipt
of the foregoing dilection and agres
to make thepayments as refened to
above unless otherwise notified in writing by
Wachovia Bank, N.A,
"r, ffift,1.J*-.ff*
Title:0res')cnt
Date: Juh S-L, )'ole
22
United Water ldaho
Case U\M-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page 23 of 44
EXHIBIT E
IFTA IRP
Monthly Base Charse for Nery Yorh Hishrvav Use Taxi
Full Service Items Included in the Base Charge
> All uip processing) File mileage tax reports) File all renewalsF Provide related reportingF Host audits) Store documents for 5 yems,) Work with Client to resolve all compliance problems related to state agencies, company
errors and state error..s.F Order and dishibute replaceurent crcdentials
Client agrees to perfornr the following actions as the Client's responsibility and obligation, and
acknowledges that tinrely satisfaction of all of the following are express conditions precedent to
ARI's ability to perfonn its obligations under this Agreement:
Initial SignUp:
Complete and pr,ovide all necessary forms and information required to set up and maintrin files
on your behalf, including, but not limited to:a. Complete the "New Client Profile Infolmation" Sheetb. Provide documents as requested on the "New Client Checklist"
Cornpliance
1. Send all completed driver trip slreet documents or elechonic GPS data along with..
conesponding firel downloads or fuel invoices for a given rnonth's travel by the 5"'of eaclr
following rnonth.2. All equipment additions and deletions shall be submitted in time to complete all necessary
paperwork. Such timing is determined by the scope of a project and the corresponding time a
state agency must lake to finish its portion of compliance paperwork.3. Mail or fax forms, infomtation, claims, notices or filings sent to your office by state agencies
within 48 hours,4. Agree to pay travel expenses for audit reprcsentation, When possible all audits will be
conducted at our location without expense to the can ier. IFTA audits are normally
conducted at the Client's location, and ARI will conduct the audit by phone and fax, tlus
avoiding additional Client expenses unless it becomes necessary to be present during the
audit,
,(:9
24
United Water ldaho
Case U\M-W-15{1
Request No 71 Attach. 1-Lease Agreement ARI
Pagez4 ol 44
DXHIBIT I
MOTOR VEHICLD LJA6E AGREEMENT
,.l:,.],j.'('ii"ri"*lr"ilr;&__-_;;lrirtt\rt-y,l.i11v.6li4,rl;llttri,
t. ! hr'fu r{d iri lr$ 1il6 !}'r I* VrrH. lrDr lt{i,.{ h.t.,.a ltr t Fl.! l.ns.Fa l.rrrili,,rH*r. ilr*d. rd *r.r<.rl hI. rr{r.d trbl rl n. vA<Hilth yr,ir ir!'dt hIi liaEd h i.ra'ia a{ sreri t}' }r, .n., b.t. q.k.H.' da' rr.r'{d kH.r tilrr.rJ kilrr r' I $61ttri. ir r!tr.tl. I rF . tlr L-d, .l SriArii.trir' l+!;t.Ir &; t tn ,, rh L .ld. r.L'ai rk d- $. grlilrLl ,t !.tFd., }' '.trr{. [tr 0q y.L, Y.uilr ltrrr l4'rr(:{ .'il tr.lrth srt .l E 'Iib. V.ld. iilti lr.Gi{ !r4 n. ,Fi .lfrt d il ilq r.'. k} !d ld[ lu.r. tl.'f,[x. t.h't.!.rr h o. t.... lrrr.-1o ,rr, .--=--;-.{..r, irr Hhrr. a.rl.d td.rtli. i..ldi liiq r! hreir. .ta tr.tu ltr.sl '.' :.
l.rErhrtririrrra!--i ..,.. .' Arllr.d.rsru. lr.r.tls.i.rl .lt.rr*x.{b.!d.{rr?/r.;raEl*aa.Ers fii !&p Fttt l.,r ,trrnf'r .rl lrn., liahJ rdrrkr A!4'r. tr .an.! iFl a.t.rr .!r rr., .:En h rl. ^rr. r, Sr irq.r. .r a.[4 lrrr. !.rr5, ryrtr t. :
yEHLclE-.lNf-AilrAl|9t!.^
:i.i'dri,gsru-io .: :b i .oeAtrn tNir LIED EOUIPMENT
0E9CftrPlroil
M
oESCRrPltOft
ftaaoufir
25
Aultdfuld Slr.lu.
United Water ldaho
Case UW-W-15-0'l
Request No 71 Attach. 1-LeaseAgreementARl
Page 25 ol 44
f;. i,i= .,courtesy Detiveryi u"TlTJtJl Tttte Instructtons
- 'ir'; a1->' ::aBl- ,r
Cllenl
Please report Dellvery Vla Phone # [phone] Or Fax @ 850.778.0203 Slgnad by 0rlver. iiall all orlglnal recelpb and
rlgned paperwork to ARl.
Drivqr Sl0oatu.o
Dollvcty tiotd
LIcon3c Plate I
Dqol€r Slgnaturo
ErDl(oB___
oosls( lnslallod llem13)
26
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page 26 ol 44
r*"fl'fiiiiPsnilBP..!'ffiP*,H3fH*,*
DATED: AUGUST 13,2010
. The LeaSe and Fleet Managemept Services Agreement ('Agreement') entered lnto as of the
2lsday of April, 2010, by and between ARI Fleet LT, a Delawarr busirress trust, hereinafter
called "ARI Fleetu and Autornotive Rentals, Inc,, a New Jersey corpomtion, located at 4001
Leadenhall Roa4 PO Box 5039, Mt, Laurel, New Jersey 08054, hercinafter called "ARI' and
United Water, Inc.,on behalf of itself its parent, and its subsidiaries, divisions and affliates, a
New Jersey corporation, with its principal place of business at 200 Otd Hook Roa4 Harrington
Park, New Jersey 07640, hereinafter called n[,essec'. ARI and ARI Fleet are at times referred to
herein, individually or collectively as the context may rcqulr€, as the "kssorJ'.
Effective upon execution of tlris Amendment, the second paragraph urder Article 16 -lnsutnce - of the Agreement shall be deleted in its entirety and replaced with the following a-s
stated hereinbelow:
The insurance coverage shall be ef,tective as oftlre datc on which any vehicle ordered by
[rssee is in the possession oflessee and shall continue in full force and effect on each vehicle,
in accordance with the reqtrirenrents of this Agreement, until that whicle is sold, title has passed
to the purchaser; and lrssor has delivered a close out report on that vehicle to Lessee, or upon
In additioq Article 31 shall be added to the Agreement as stated hereinbelow:
Article 31 - Vehiclcs Lcased and Sen ices Procured itt Canada - Lessee may request
vehicles to be leased and services to be procurcd in lhe Country of Canada. For tlrat purpose,
kssor may assign this Agreement and any and all obligations lrereunder to ARI Financial
Services Inc., a Canada corporatiou, with its principal place of business al1270 Central Parkway
West, Suitc 600, Mississaug;a, Ontario LsC 4P4, hereinafter called'ANC". This Agreemart
shall be bound upon the Lessee and ARIC and notwitlrstanding anythfurg in tlfs Agreement to
the contarn the following shall also go\rem for those vehicles leased and seryiced in Canada. To
tlre extent that any term aud condition in the Lease and Fleet Management Services Agrcernent
conflicts with any ternr and condition on this Anrendment, for such Canadian leased rrhicles the
tenns and conditions of this Arnendment shall prevail.
a) The capitalized cost for vehicles shall equal ARIC's acquisition cost, plus tlrc
applicable dealer mark-up, plus a prccurenrent aud handling charge for each vehicle as indicated
oiiExhibit A(l), which shall cover all serviccs of ARJC for procuring and making vehicle
available forlessce 's acceptarce, ready for operation in confomrity with the nranufactu'er's
specified procedureg and all obligations ofARIC under the manufacturer's wananty.
b) For each leased vehiclc during the Deprrciation Period, the monthly rental shall be
computed as set forth in Exhibit B(3) or Exhibit B(4) hercin.
c) For purposes of vehicles to be leased in Canadq tlils Agrecment shall be deemed to
have been constnrcd in accordance with the lar,tn ofthe Province of Ontario.
d) Lessee agrces to make all paJnnerrts in Canadian funds to ARI Financial Services, Inc.
at 1270 Central Parkway West Suite 600, Mississauga, Ontario LsC 4P4 or at such other place
as ARIC nray, by written notice, direct for the use of each vehicle leased hercunder druing the
temr of the lease.
e) Vehicles shall be used only for laufirl purposes. l,essee agr€es to lrold ARIC harmless
fiom any and all fines, forfeitures or perulties assessed against such velilcles and frour any and .-
all damages suflered by ARIC fi'otn any violations of any such ststute, law, ordinance, rul-e or ( r,- -.i t
regulatiou. Lessee agrees to pay ARIC a service charge of C$25.00 (twenty-five dollars) per f7
United Water ldaho
Case U\M-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page27 ol44
notice whenevcr it is necessaf,y for ARIC to investigate and forward waming or delirlquent
notices to kssee and/or pay all ftnes, citations or penalties not paid by kssee.
0 kssee agrees to obtain necessary insuance coverages in the event a vehicle is
temporarily operated outside of Canada. Lessee is respolsible for all damages whatsoever
arising from and occurdrrg as a result of the operation ofsuch vehicle outside of Canada.
' g) Totnl Management System - This program is designed to relieve Lessee from tlre
daily task of administering their flects. ARIC becomes the liaison between the vehicle opelators
and service repair outlets, The lrssee is billed monthly for all expcnses incuned under the
program. A five percent (5%) adninistrative handling fee will be charged for the use of
independant rcpair facilities, (5% of transaction amount).
Services Include:
o Dircct communication with drivers and suppliers via ARIC natioual toll-fi'ee phone
number.r Reduction in repair expense due to the discounts offered.o Individual fuiver wallets providing Preveirtive Maintenance Sclredule, Location Guides
for National Accounts, etc.r Authoriation and audit of all repairs/irloices over apredetermined Maintenance Card
limit,o Flexibility to administer individual Lessee procedurrs with r€sp€ct to tire policies,
autlrorization linrits, etc.. Lesse rtporting of tnonthly kilometrcs traveled and'expenses incun'ed without the use of
ARIC Cards.o Report Serieso Fuel Adrninistration hogramo PostWarrantyRecoreryBogamo Glass Replacement hogamr 24-Hour Roadside Assistance Prograrn
Feq C$4.50 per vehicle per month for passenger cars and class 1 and 2 trucks under I 0,000#
GVW wiflrout enterior upfitting; C$15.00 pa vehicleper month for trucks fircm 10,000#
GVW to 25,999# GVW; C$25.00 per vehicle pel month for trucks at 26,000# GVW or
over; C$35.00 p€r ocicuraence for 24-Hour Roadside Assistance; and 107o of recovery for'!ilarrarrty Recovery.
h) License Reuewal Program - Under the License Renewal Program, wtren recpested by
Lessee, ARIC shall adnrinister the ougoing license renewals of each leased vehicle for which
lrssee requests this sewice.
Fee: Q$!QQ per vehicle per ntonth.
i) Lessee Bgr€es to pay ARIC upon receipt of ARIC's invoice all arnounts for which
ARIC lras been invoiced by companies (including design*ed Rent-A-Car companies) accepting
the Fuel and/or Maintenance Cards; including, but not limited to, charges incured a) without the
autlrority oflessee or ARIC; b) for goods or services other than maintenance and repair and fuel;
c) after the termination of this Agreement; d) by any person or for any us€; and Lessee agrees to
iudemnify and hold ARIC harnless from any and all clainn, costs and cxpenses arisirrg out of the
rue of Purchase Orders, Fuel Cards or Maintenance Cards. Lessee shall be responsible for
retuming each card to ARIC when the vehicle is terminated, sold or rctumed to ARIC and when
this Agreenrent is tenrriruted. It is exptessly undestood that ARIC is acting as an agent for
Lessee and is merely providing an administrative billiug, processing and analysis ssrvic€
hereunder. Except as providcd lrcreunder', ARIC makes no express or inrplied warranty as to any
urafier whatsoever, including wiflrout limitation, the condition of any goods orseryices
fumishetl, their merchantability or theit fihress for any pafiicular purpose. /:'- ----'.*r 6rit',l. \-/z.,\*3,,
United Water ldaho
Case U\M-W-1541
III\IITED WATERT TNC.,
ON BEHALI' OB ITSEL[', ITS PARDNT,
AI{D ITS SI'BSIDIARIES, DTVISIONS
AIIDAFI'ILIATES
Request No 71 Attach. l-Lease Agreemenl ARI
Page 28 ot 44
Garl A. Ortefl
All other ternrs and conditions ofthe Lease and Fleet Managernent Services Agreement
dated April 21,20L0, shall remain unchanged.'This Amendnrcnt shall be attached to and become
part of thc l,easc and Fleet Managsment Serviccs Agrecment dated April 21,2010.
(,'LESSEET')
BY: LI
TITLE:
WITNESS:
DATE:
ARI(.AI
BY/
(naRrr oR
BY:
TITLE:
oaffi: Aut- tf.wto
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page 29 ol 44
EXETBTT A(1)
TIORVEIIICLES LDASED IN CANADA
This Exhibit A incorporates by reference all the emrs and conditions ofthe Lease and
Flcet Management Services Agrecmcnt dated April 21,2010.
The parties mutually agree to the following tenns:
The Depreciation Period is 60 months or less as agrced to by Lessee and. AItlC.
FACTORYORDERS , CARS & LIGIIT DUTYTRUCKS
Vehicles up to 15,000# GVW
ARI's Acquisition Cost (excluding dealcrma'k-up) plus C$200.00
Vehicles over 15,000# GVW
ARI's Acquisition Cost (excluding dealer mark-up) plus l%
STOCK PURCIIASES . CARS & LIGHT DUTY TRUCKS
Vehicles up to 15,000# GVW. ARIs Acquisition Cost plus C$300.00
Vehicles over 15,000# GVW
ARI's Acquisition Cost plus lo/o
VEEICLE UPFITTING
ARI's Acquisition Cost plus 1%
Note: ARIC cost is net of applicable manufacturers holdbach, fleet incentives and
delivery incentives.
VEHICLERIIMARKETING
Used Vehicle Termination Fee C$150.00 per vehicle
i' ,-.'
\@
United Water ldaho
Case UW-W-1541
@'i
Request No 71 Attach. 1-Lease Agreement ARI
Page 30 of 44
Iease and Fleet Mauagement Services Agreement dated: April 21,2010
For each leased vehicle during its Dcprcciation Perio4 the nronthly rental for the
Depreciation Period slull be computed by rnultiplying the vehicle's Capitalired Value as agreed
to herein by the applicable parentagcs shown hereinbelow. The monthly rental billing will also
include interest equal to 375 basis points (i.e. 3 % percent) over the 30 Day Bankers Acceptance
Itate. Strch finance charge will be based on an anmal rate computed on a 365 day basis adjusted
to the actual number of days in tlre mouth being billcd. This furance charge will be based on the
30 Day Bankers Acceptance Rate as quoted by Bloomberg on or arcund the 25th day of the
month in which such invoice is generated and will be based on the depreciated book value atthe
end of the month prior to the nronth being billed. For nredium and heavy duty tucks, the rate of
interest shall bc such as negotiated by ARIC and Lessee.
Lessee acknowledges that the fundingpararueters eshblished under tlris Bxhibit B(3) to
the Ageernent arc bnsed upon financial and capital market conditions existing ar the time of this
Agreement, which may vary in the futue. Accordingly, ARIC res€rves the riglrt to adjust such
parameters to refleot any variations in such nrarket conditious. Any such adjustment nmy result in
an incrcase or decrease in the interest portion of the monthly rental payrnent as stated in this
Exhibit B(3) in an anonnt reflecting the resultant leld impact to ARIC caused by the changes as
noted in the conditions listed above. AITIC shall use good faith in discussing any such rate
change and will use cqual diligmce in the pursuit of rate rrduotions afforded by the above
referenced changes in capital nrarkets.
ExHrBrT B(3)
FOR VEHICT,ES LEASED IN CANADA
Months I - 60
Depreciation 1.6670/o
Administrative Fee C$. 80/$ l. 0@
BA-Float
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease AgreementARl
Page 31 of 44
Irase and FleetManagement Servicls Agrcement Dated: April 27,2070
For each leased vehicle dur{ng its Depreciation Period, the monthly rsntal slnll be
computed by multiplyingthe whicle's Capitralizcd Value as agrEed to herein by the applicable
percentages as defined herein. The Depreciation Percentage and Administratiorr portion of the
monthly rental factor shall be at an annual rate computed on a 365 day basis equal to the
Govemment of Canada Three Year Bond plus 425 basis points (i.e, 4 % pcrcent) as established
by The Bank of Canada on or arcund lhe is day of the rn:onth aithe timc such vihicle is
delivered. For medium and heavy duty tntcks, the rate of interest shall be such as negotiated
between ARIC and Lcssee.
Irssee acknowledges tlrat the firnding parameters established rmder this Exhibit B(4) to
the Agreement are based upon ftunciat and capital markel conditions enisting at the time of this
Agreemanl wlticJr may vary in the futurc. Accordingly, ARIC rcsewes the right to adjust such
paranreters to reflect any variations in such market conditions. Any such adjurstmart may rcsult in
an increase or decrease in the intercst portion of the monthly rental payment as statcd intlris
Exhibit B(4) in an amount reflecting the resultant yield impact to ARIC caused by the changes as
noted in the conditions listed above. ARIC slull use good faith in discussing any such rate
change and will use equal diligence in the pumit of rite reductions affordedbyihe above
refercnced changes in capital markets.
EXrrrBrT B(4)
FOR VEHICLES LEASED IN CANADA
Montlm I -60Deprcciation 1.667%
Adrninistrative Fee C$.80/$1.000
GOCB-Fixed
United Water ldaho
Case UW-W-15-01
Request No 71 Aftach. 1-Lease Agreement ARI
Page 32 ol 44
SECOND AMEIIDMENT TO LEASE AND
FLEET MAhIAGEMENT SERVICES AGREEMENT
DATED: OCTOBER2I,2010
The Lease and Fleet Management Services Agreement ('Agreement") entered into as ofthe
2l'tday of April, 2010, by and f,elween ARI Fleet LT, a Deliwie busineds tnrst, hereinafter
called "ARI Fleet" and Automotive Rentals, Inc., a New Jersey corporatior" located at 4001
Lradenhall Road, PO Box 5039, Mt. [^aurel, New Jersey 08054, hereinafter called "ARI'and
United Water, Inc., aNew Jersey corporation, with its principal place of business at 200 Old
Hook Road, Harington Park, New Jersey 07640, hereinafter called "Lessee'. ARI and ARI Fleet
are at times refened to herein, individually or collectively as the context may require, as thettL€ssor".
WHEREAS, the Lease and Fleet Management Services Agreement dated April 21,2010
as heretofore amended, the "Agreement") has heretofore been entered into between lrssor and
kssee;
WHEREAS, Lessor and Lessee mutually desire to amend certain provisions as hereinafter
provided:
Effective October 21,2010, Article 2(d) as specified on the Exhibit A shall be arnended
to read as follows:
ARTTCLE 2 (d)
The Depreciation Period is 60 or 72* months or less as agreed to by Lessee and l,essor.
*72 month Depreciation Period for Heavy Duty Trucks and Items of Equipment only.
PLEASEBE ADVISED THAT YOIJR CONTINI.'ED USE OF OURLEASE A}ID
FLEET MANAGEMENT SERVICES AGREEMENT ON OR AFTERNOVEMBER I,2O1O
SHALL CONSTITUTE YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS AS
DESCRTBED HEREIN AND SUCH CONDITIONS STIALL BECOME A PART OF THE
LEASE AND FLEET MANAGEMENT SERVICES AGREEMENT DATED NOVEMBER I,
2010.
All other terms and conditions of the Lease and Fle€t Management Services Agreement
dated April 21,2010, shall remain unchanged. This Amendment shall be attached to and become
part of the Lease and Fleet Management Services Agreement dated April 21,2010.
United Water ldaho
Case UW-W-15-01 Request No 71 Attach. 1-LeaseAgreementARl
Page 33 of 44
THIRD AMENDMENT TO LEASE AI\ID. FLEET MANAGEMENT SERVICES AGREEMENT
DATEI): DECEMBER 10, 2010
The Lease and Fle€t Management Services Agreement ('Agreement') entered into as of
the 2l$day of April,20l0, by andtetween ARI Fleet LT, a Deiawire busineis tnrs! hereinafter
called "ARI Fleet" and Automotive Rentals, Inc., a New Jersey corporatiorg located at 4001
kadenhall Roa( PO Box 5039, Mt. Laurel, New Jersey 08054, hereinafter called "ARI" and
United Water, [nc., a New Jersey corporatiorU with its principal place of business at 200 Old
Hook Road, Harrington Park, New Jersey 07640, hereinafter called "Lessee". ARI and ARI Fleet
are at times referred to herein, individually or collectively as the context may require, as thettf.€ssortt.
Effective for all new leased vehicles delivered and financed upon the latterofJanuary l,
2011 or the execution of this Amendment, the Exhibit B, the Exhibit B(l) and the Exhibit B(2) of
the Agreement shall be deleted in their entirety and replaced with the Exhibit B, the Exhibit B(1)
and the Exhibit B(2) attached hereto.
All otherterms and conditions of the kase and Fleet Management Services Agreement
dated April 21,2010, shall remain unchanged. This Amendment shall be attached to and-become
part of tLe Lease andFleet Management Sarvices Agreement dated April 27,2010.
R /IJFTITEDWATER,INC. AUTOMOTIVE RENTALS,INqIT
flARr" OR
BY:
TITLE:Prcrldctt
WITNESS:
DATE:
WCt-
t/3/t*t t
WITNESS:
DATE:
ARIFLEETLT
(.ARr FLEET" OR
Prcridcrt
United Water ldaho
Case UW-W-15-01
Request No 71 Aftach. 1-LeaseAgreementARl
Page 34 of 44
EXHIBIT B
L,ease and Fleet Management Services Agreement Dated: April 21, 2010
For each leased vehicle during its Depreciation Period, the monthly rental for the
Depreciation Period shall be computed by multiplying the vehicle's Capitalized Value as ageed
to herein by the applicable percentages shown hereinbelow. The monthly rental billing will also
include interest which shall be calculated for each calendar month on the basis of a 360 day year
for the actual number of days elapsed at 130 basis points (i.e. 1.3 percent) per annum in excess of
the Lessor Designated l,ondon Interbank Offered Rate (LIBOR). The l*ssor Designated LIBOR
rate shall be the rate quoted as the one month.LIBOR rate in the "Money Rates" section of The
Wall Street Joumal f6r the twenty-fourth Q4h) &y of the month (or prior business day if the
twenty-fourth is a non-business day) immediately preceding the month for which rental rates are
being determined, rounded up to the nearest one-eighth of one percent and further adjusted to
include Lessor's reasonable costs ofprocessing and other administrative costs. The interest rate
shall be adjusted each month, such adjustrnent(s) to be effective on the first day of the month
being billed and will be based on the depreciated book value at the end of the month prior to the
month being billed.
Lessee acknowledges that the funding parameters established under this Exhibit B to the
Agreement are based upon financial and capital market conditions existing at the time of this
Agreement, which may vary in the future. Accordingly, [rssor reserves the right to adjust such
parameters to reflect any variations in such market conditions. Any such adjustrnent may result in
an increase or decrease in the interest portion of the monthly rental payment as stated in this
Exhibit B in an amount reflecting the resultant yield impact to kssor caused by the changes as
noted in the conditions listed above. [rssor sha]l use good faith in discussing any zuch rate
change and will use equal diligence in the pursuit ofrate reductions afforded by the above
referenced changes in capital markets.
Months I - 60
Depreciation 1.667%
Administrative Fe€ $.40/$ 1.000
Months I -72+
Depreciation 1.389%
Administrative Fee $.40/51.000
* For heavy duty trucks only
LIBOR - Float
@
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1-Lease AgreementARl
Page 35 of 44
EXHTBTT B(1)
Lease and Fleet Management Services Agreement Dated: April 21, 2010
For each leased vehicle during its Depreciation Period, the monthly rental for the
Depreciation Period shall be computed by multiplying the vehicle's Capitalized Value as agreed
to herein by the applicable factor that includes depreciatiorl interest, and adminisrative fee
charges. The Finance and Administration portion of the monthly rental factor (determined by
deducting the depreciation percentage from the gross monthly factor) includes interest at an
annual rate converted to a 360 day basis equal to 145 basis points (i.e. I 45/100 percent) per
annum in excess of "The Three Year Swap Rate". The Three Year Swap Rate shall be the rate
quoted as such in the latest'Veek endingl'column of the current available Federal Reserve
Statistical Release (H.15) Publication on the first day of the month that the leased vehicle is
financed, rounded up to the nearest one-eighth ofone percent and further adjusted to include
Lessor's reasonable costs ofprocessing and other administrative costs.
During the Depreciation Period, any leased vehicles removed from service in accordance
with the terms ofthis Agreement at any time other than at the last month of a plateau period,
Lessee shall pay kssor an interest adjustnent in an amount equal to the difference between the
actual simple interest calculated on a declining book balance, and the actual interest paid by
kssee to Lessor in connection with leased vehicles. Such interest adjustment shall only apply to
the last rental plateau period in service and be calculated at the interest rate in effect for the
specific leased vehicle in question regardless of the rate of interest on the date ofcalculation.
kssee acknowledges that the funding parameters established under this Exhibit B(1) to
the Agreement are based upon financial and capital market conditions existing at the time of this
Agreement, which may vary in the future. Accordingly, L,essor reserves the right to adjust such
parameters to reflect any variations in such market conditions- Any such adjustrnent may result in
an increase or decrease in the interest portion ofthe monthly rental payment as stated in this
Exhibit B(l) in an amount reflecting the resultant yield impact to Lessor caused by the changes
as noted in the conditions listed above. Lessor shall use good faith in discussing any such rate
change and will use equal diligence in the pursuit of rate reductions afforded by the above
referenced changes in capital markets.
Months I - 60
Depreciation 1.667%
Administative Fee $.40/$1.000
Months I -72*Depreciation 1.389%
Administrative Fee $.40/$ 1.000
' For heavy duty trucks only
Swap-3Year
@
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1 -Lease Agreement ARI
Page 36 of 44
EXTITBTT B(2)
FOR ITEMS OF EQUIPMENT
Lease and Fleet Management Servic€s Agreement Dated: April 21, 2010
For each leased item of Equipment during its Depreciation Period, the monthly rental for
the Depreciation Period shall be computed by multiplying the Equipment's Capitalized Value as
agreed to herein by the applicable percentages shown herein below. The monthly rental billing
will also include interest which shall be calculated for each calendar month on the basis of a 360
day yeu for the actual number of days elapsed at 270 basis points (i.e. 270/100 percent) per
annum in excess of the Lessor Designated London Interbank Offered Rate (LIBOR). The lrssor
Designated LIBOR rate shall be the rate quoted as the one month LIBOR rate in the "Money
Ratei" section of The Wall Street Journaf for the twenty-fourth (24h) d^y of the month (or irior
business day if the twenty-fourth is a non-business day) immediately preceding the month for
which rental rates are being determined, rounded up to the nearest one-eighth ofone percent and
firrther adjusted to include Lessor's reasonable costs ofprocessing and other administrative costs.
The interest rate shall be adjusted each mont[ such adjustment(s) to be effective on the first day
of the month being billed and will be based on the depreciated book value at the end of the
month prior to the month being billed.
Lessee acknowledges that the funding parameters established under this Exhibit B(2) to
the Agreement are based upon financial and capital market conditions existing at the time of this
Agreement which may vary inthe future. Accordingly, [rssor reserves the right to adjust such
parameters to reflect any variations in such market conditions. Any such adjustment may result in
an increase or decrease in the interest portion ofthe monthlv rental Davment as stated in thisan increase or decrease in the interest portion ofthe monthly
Exhibit B(2) in an amount reflectinc the resultant vield imna
payment as stated in this
Exhibit B(2) in an amount reflecting the resultant yield impact to l,essor caused by the changes
as noted in the conditions listed above. l.essor shall use good faith in discussing any such rate
change and will use equal diligence in the pursuit ofrate reductions afforded by the above
referenced changes in capital markets.
Months I - 60
Depreciation 1.667%
Administrative Fee $.40/$ 1.000
Months I - 72
Depreciation 1.389%
Administrative Fee $.40/$ I .000
LIBOR - Float
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-Lease Agreement ARI
Page37 ol 44
trOI.IRTH AMENDMENT TO LEASE AI\D
ILEET MANAGI]MENT SERVICES AGREEMENT
DATED: JLrhlE 2,2011
The kase and Fleet Management Services Agreement ('Agreement") entered into as of the
2t* day of April, 2010, by and benveen ARI Fleet-LT, a Deliware busineis trust, hereinafter
called 'ARI Fleet" and Automotive Rentals, [nc., a New Jersey corporation, located at 4001
Leadenhall Road, PO Box 5039, Mt. Laurel, New Jersey 08054, hereinafter called *ARI" and
Unit€d Water, Inc., aNew Jersey corporatio4 with its principal place of business at 200 Old
Hook Road, Harringlon Park, New Jersey 07640, hereinafter called "Lesseo". ARI and ARI Fleet
are at times refened to herein, individually or collectively as the context may require, as thet'L€ssor",
WHEREAS, the Lease and Fleet Management Services Agreement dated April 21,2010
(as heraofore amended, the "Agreement') has heretofore beeir entered into berween Lessor and
Lessee;
WHEREAS, kssor and Lessee mutually desire to amend certain provisions as hereinafter
provided:
Effective May 31, 201l, Article 2(d) as specified on the Exhibit A shall be amended to
read as follows:
ARTTCLE 2 (d)
The De,preciation Period is 60 or 72* monlhs or less as agreed to by lessee and Lessor.
*72 month Depreciation Period for Heavy Duty Trucks, Items of Equipment or Light and
Medium Duty Trucks using a floating finance rate only.
PLEASE BE ADVISED TI{AT YOUR CONTINIJED USE OF OIJR LEASE AND
FLEET MANAGEMENT SERVICES AGREEMENT ON OR AFTER JUNE 15, 2OI I SHALL
CONSNTUTE YOUR ACCEPTANCE OF TI{E TERMS AND CONDITIONS AS
DESCRIBED TIEREIN AND SUCH CONDITIONS SHALL BECOME A PART OF T}IE
LEASE AND FLEET MANAGEMENT SERVICES AGREEMENT DATED APRIL 2I,2OIO,
All other terms and conditions of the Lease and FIea Management Services Agreement
dated April 21,2010, shall remain unchanged. This Amendment shall be attached to and become
part of the Lease and Fleet Management Services Agreement dated April 21,2010.
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page 38 of 44
rLED+fl lTrffir'#Bffr'ffiS?J#.T3ffirrn,
DATED: AUGUST 1,2012
.The Lease and Fleet Management Services Agreement ('Agreemerrt") entered into as of
the 2lstday of April, 20l0,by and between ARI FleeaLT, a Deiawire business trust, heleinafter
called "ARI Fleet" and Automotive Rentals, Inc., a New Jersey corporation, located at 4001
Leadenhall Road, PO Box 5039, Mt. Laurel, New Jersey 08054, hereinafter called "ARI" and
United Water', Inc., a New Jercey corporation, with its principal place of business at 200 Old
Hook Road, Hanington Pat*, New Jersey 07640, hereinafter called "lrssee" is hereby amended
as follows. ARI and ARI Fleet are at times referred to herein, individually or collectively as the
context may require, as the "Lessor".
Effective upon execution of this Amendment, tlre following fleet management service
shall be added to Article 14 as stated hereinbelow:
H) HIGHWAYIISETAXREPORTINGPROGRAM
ARI agrees to provide Lessee with its Highway Use Tax Reporting Prcgmm ("HUTR
Program"). The HUTR Progmm is designed to cornpile data on Lessee's vehicles and to pay the
applicable highway use tax once each year. The HUTR Program applies to vehicles with a Gross
Vehicle Weight over'55,000# GVW (loaded), For such vehicles, the following shall apply:
a) On or around July l't of each year, ARI will provide lessee a listing of vehicles for
which the highway use tax shall apply.
b) Within thirty (30) days of Lessee's receipt of such listing, Lessee shall review and advise
ARI of any changes, additions, deletions, etc,
c) ARI shall remit to the appropliate taxing authority the highway use tax based on such
Iisting as revised. Should no revision to the listing of vehicles submitted to Lessee be
communicated to ARI within the aforeurentioned thilty (30) day pedod, ARI shall base
its remittance on such original listing of vehicles.
d) Upon remittance to the applicable taxing authority, ARI shall invoice Lessee fol that
saure anrount.
e) ARI agrces to coopemte with Lessee in the prcparation of any amended or supplemental
filings. Any interest or peualty as they relate to such filings shall be paid by Lessee
nnless such delay is caused by the negligence or willfrrl nrisconduct of ARI.
0 Lessee agrees to provide ARI will all additional infounation as nlay be required in order
to successfully adrninister the HUTR Progran (including, but not limited to, vehicle
identification nunrber, vehicle weight and vehicle weight categoly, prior yeal returns,
amendrnerrts or supplemeutal filings, etc.).
g) Lessee acknowledges that ARI is providing this HUTR Plogmm based upon that
information velified and/or supplied by Lessee arrd Lessee shall bear all risk and cost as
a result ofany inaccuracies as to such informatiou, except forthe inaccuracies caused by
the acts or onrissions of ARI.
Fee: $10.00 per occulrerlce.
United Water ldaho
Case UW-W15-01
Request No 71 Attach. l-Lease Agreement ARI
All other terms and conditions of the lcase and Fleet Management Services Agreenrent
dated April 2l,20l0,shall lemain unchanged. This Amendment s[all be attached to ind become
part ofthe Lease and Fleet Managenrent Services Ag'eement dated April 21,2010.
I'NITED WATE& INC.AUTOMOTI\IE RENTALS, INC.(,'ARI', OR(LT,SSOR)
BY:
TITLE:
WITNESS:
DATE:
ARIFLEETLT
("ARI tr'LEET" OR ..LESSOR')
BY:
TITLE:
WITNESS:
DATE:
United Water ldaho
Case UW-W-15-0'l
',..
=re_\t*rl
Automollvc Rcaourac J lntctrillotrrl
DWdmm
Enclosure
Request No 71 Attach. 'l-Lease Agreement ARI
Page 40 of 44
4001 LEadenhall Road, Mounl Laurel, NJ 08054
P 856-77&1500 / F 85&608-7i31 / arifleel.com
Septembar 4,2013
United Water, lnc.
Attn: Ghristopher Lee
200 Old Hook Road
Harrington Park, New Jersey 07640
Dear Mr. Lae:
We are pleased to fonryard your file copy of the Sixth Amendment to Lease and Fleet
Management Services Agreement which has been duly executed by an officer of our
company.
lf you have any questions, please do not hesitate to contact me.
fu/W
Director - Financial Services
Driven fleel professionals. Driving resulls,'' ,:: r.,r;t'i*ii;l:il,i
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 1-LeaseAgreementARl
Page41 ol44
SIXTH AMENDMENT TO LEASD AND
ILEET **iT;YBII$ff#i:S! A GREEMENT
The kase and Fleet Management Services Agreement ('Agreement') entered into as of the 2lsl
day of April, 2010, by and between ARI Fteet LT, a Delaware business trust, hereinafter called "ARI
Fleet" and Automotive Rentals,lnc., aNew Jersey corporation,located at 4001 Leadenhall Road, PO
Box 5039, Mt. Laurel, New Jersey 08054, heteinafter called "ARI" and United Water, Inc., a New
Jersey corporation, with its principal place of business at 200 Old Hook Road, Harington Park, New
Jersey 07640, hereinafter called "Lessee" is hercby amended as follorvs. ARI and ARI Fleet are at
times refened to hercin, individually or collectively as the context may require, as the "Lessorr'.
Effective upon execution of this Amendment, the following fleet management serice shall be
added to Article 14 of the Agrcement as stated hereinbelow:
D TELDMATICSDATACAPTUREPROGRAM
ARI shall upload Lessee's telematics data from Lessee's telematics service provider into AN's
insights@ system. Such file(s) shall be provided in a format acceptable to ARI. ARI shall maintain the
data provided by Lessee's telematics service prrvider which shall enable Lessee to access and compile
reports using such information ttuough ARI fusrgftts@. ARI shall use its best effort to ensure the
accuracy and completeness of all reports, however, ARI disclaims all warranties, expressed or implied,
in connection with such reports ol Lessee's reliance thereon. ARI shall not be liable to any person for
loss, liability or damages, including consequential damages, as a result of any inaccurate or incomplete
rcpolt.
O TUELCARD DATACAPTUREPROGRAM
ARI shall upload Lessee's fuel data from lrssee's fuel provider into ARI's tnsightstcl^ system.
Such file(s) shall be provided in a format acceptable to ARI. ARI shall maintain the data provided by
Lessee's fuel provider which shall enable Lessee to access and compile reports using such information
through ARI insfirs@. It is understood that card adninistration and assignment information is
between the lrssee and Lessee's fuel provider. ARI strall use its best effort to ensule the accuracy and
completeness of all reports, however, ARI disclaims all warmnties, expressed or implied, in connection
with such repofts or lessee's reliance thercon, ARI shall not be liable to any person for loss, liability or
damages, including consequential damages, as a result of any inaccurate or incomplete repoft.
In addition, Article l4(G) shall be deleted in its entirety and replaced as stated hereinbelow:
o Maintenance Management Program Fee: $3.50 pa vehicle per month for passenget cars and
class 1 and 2 trucks under 10,000# GVW without extedor upfitting, trailers and for all vehicles
enrolled in the ARI Garage Maintenance System; $7.00 per vehicle permonth for hucks from
10,000# GVW to 25,9W GVW; $10.00 per vehicle per month for trucks at26,000# GVW or
over; $35.00 per occulrence for'24-Hour Roadside Assistance; and 1026 ofrecovery for
Waranty Recovery.o Wrlght Express Card Program Fee: $-0- per vehicle per month. (A one dollar' ($1.00) charge
shall be billed Lessee for each replacement card requested by Lessee). Based upon ARI's
current shucture with Wright Bxpress, ARI agrees to credit to Lessee on a monthly basis a
rebate of sixty (60) basis points based on the monthly fuel volume after such transactions are
reported to AN by Wright Express.c Fleet Adttinisi'ation Program Fee: $3.75.per vehicle per month"c Licenslng Managetnent Program Fee: $2.25 per vehicle per month.. Truck Licensing and Reporling Progrant Fee: S8.00 per vehicle per month for IFTA / NY
HUT only plus all fees as indicated on Exhibit E attached hercto.
i"'6'",\\7,,
United Water ldaho
Case UW-W-I5-01 Request No 71 Attach. 1-LeaseAgreementARl
Page 42 ot 44
c ARI Garage Maintenance Sisten Prog'am Fee: $350.00 per garage per month plus
participation in ARI's Maintenance Management Prcgam ($3.50 per vehicle per month
regardless of vehicle type). This fee includes a license to use the Garage Maintenance System
application, standard s)rstem upgades, web-based training, and data back-ups. On-site support
and training is subject to travel and expense charges. Customization of software is subject to
hourly development rate or a per quote charge.t Hightvay Use Tax Reporting Prog'am Fee: $10.00 per occurrence.c Telernatics Dala Caplure Program Fee: $3.00 pel vehicle per month.t Fuel Card Data Capture Program Fee: $0.25 per vehicle per month.
The Exhibit A of the Agreement shall be deleted in its entirety and replaced with the Exhibit A
attached hereto.
All other terms and conditions of the Lease and Fleet Management Services Agreement dated
April 21, 2010, shall remain uuchanged. This Amendment shall be attached to and beco4g part/f the
Lease and Fleet Management Services Agreement dated April 21,2010.
UNITED WATER,INC.
(ilLESSEE'r)
AUTOMOTTyERENTALS,
(ilARIil OR (e ")
BY:
T'ITLE:
DATE:
TrrT o'. Carl A. Ortollre
wrrNsss: iy'-z--
DATE: BIUqIIz
ARI FLEET LT
United Water ldaho
Case UW-W-15-01
ARTICLD 5(a)
tr.ACTORYORDERS
Buick, Chevtolet (except Corvette), GMC, Ford,
Chrysler, Jeep and Dodge Passenger Vehicles and
Trucks \p to 25,999# GVW (excluding sub-compacts)
Atl Othel Vehicles (including sub-compacts)
Request No 71 Attach. 1-LeaseAgreementARl
Page 43 of 44
PROCUREMENT
AND HANDLING
AMOUNT
t$400.00
PERQUOTAION
EXHIBIT A
This Exhibit A incorporates by refercnce all the telms and conditions of the Lease and Fleet
Management Services Agreement dated April 21,2010 and all references to Article numbers in this
Exhibit A refer to such Articles in the Lease and Fleet Management Services Agre€ment or to Articles
added to the Lease and Fleet Management Services Ageement.
The parties mutually agr€e to the following terms regarding the following Articles:
ARTTCLE 2 (d)
The Depreciation Period is 60 or'72t months or less as agreed to by Lessee and Lessor.
172 month Depreciation Period for Heavy Duty Trucks, Items of Equipment or Light and Medium
Duty Trucks using a floating finance rate only.
All Items of Equipment - Lessor"s Acquisition Costs plus I Yzo/o
*Lessor agrees to pass tlrough to Lessee all applicable manufacturer's holdback, flat floorplan, distant
delivery and fleet incentives at time of receipt of such monies by Lessor'. Lessee shall be responsible
for the couftesy delivery fee imposed by the delivering dealer and primary selling dealer fee.
The foregoing rates are based upon manufacturer curent invoice pricing, policies and allowances,
kssor reseryes the right, upon notice to Lessee, to adust such pricing based upon changes in such
manufacturer pricing, policies and allowances.
STOCKIDIRECT PURCHASES
All Stock/Direct vehicles:
Lessor's Acquisition Costs plus 2%
All Items of Equipment - Lessor's Acquisition Costs plus 1 t/fh
United Water ldaho
Case UW-W-15-01 Request No 71 Attach. 1-Lease AgreementARl
Page 44 ol 44
FLEiEJmxfi ta*fr f#+"1Hffi'!'o€ft#lpu"'
DATED: SEPTEMBER 13, 2013
The Lease and Fleet Management Services Agreement ("Agreement') entered into as of the 2ltr
day of Aptil, 20l0,by and between ARI Fleet LT, a Delaware business trust, hereinafter called "ARI
Fleet" and Automotive Rentals, Inc., aNew Jersey corporation, located at 4001 Leadenhall Road, PO
Box 5039, Mt, Laurel, New Jercey 08054, hereinafter called "AR[" and United Water, Inc., a New
Jemey corporation, with its principal place of business at 200 Old Hook Road, Harington Park, New
Jersey 07640, hereinafter called "Lessee" is hereby amended as follows. ARI and AN Fleet are at
times refened to herein, individually ol collectively as the context may requirc, as the "Lessor".
Effective upon execution of this Amendment, the following fleet management service shall be
added to Article 14 of the Agreement as stated hereinbelow:
K) TITLE MAINTENANCE PROGRAM
For those non-ARI leased vehicles designated by Lessee, ARI agrees to provide title
maintenance which will include:
A, Establish an addrcss in its Mt, Laurel, New Jersey location in the name of Lessee with
access by ARI fol receipt of title documents.
B. Identifr and forward to assigned vehicle operator all uaffrc violation notices received, ARI
reserves the right to charge Lessee a reasonable processing fee for any violation, summons ol citation
received by ARI which has been issued against any owned vehicle.
C. Provide administration and file maintenance of all vehicle titles including application of
duplicate titles when a vehicle title is lost or incouectty issued, Such titles will be maintained by ARI
in a secured vault protected fiom theft and fire.
D. Maintain computer records of vehicles by vehicle number assigned, serial number, year,
make, assigned operator's name and address, state in which licensed, license number and date of license
expiration and any other pertinent data as may be required, and provide at Less@'s reguest computel'
listing of any of the above rpcords.
To ensure AR['s receipt of all vehicle titles in tlre states of Illinois, Indiana, Maryland, New
Jersey and Pennsylvania, Lessee and ARI agtee as indicated below:
(l) each vehicle title shall name ARI as first lien holder with an address of a designated
U.S. post office box in Mt. Laurel, New Jersey. ARI shall make all auangements fot such mail box,
shall be liable fot all costs or liabilities associated therewith and shall have access to such U.S. post
office box solely for the purpose of acting as Lessee's vehicle titling agent;
(2) ARI shall not be involve<l in the daily use or disposition of any vehicle and shall
have no beneficial or other interest whatsoever in any vehicle other than as lien holder ofregistered
title solely in order to petform vehicle titling;
(3) ARI hereby waives, relinquishes and disclaims any rights ol claims it might have
arising from such lien against any vehicle which Lessee has elected to purchase;
(4) ARI shall take any action whatsoever directed by Lessee tegarding ARI's lien
against any vehicle includiug, but not limited to, the sunender or transfer of vehicle title to any party as
directed by Lessee.
Fee: $1.00 per vehicle per month.
United Water ldaho
Case UW-W-15{1
UnitedWater/<:
DATE: February 26,2003
TO: Distribution
FROM: CarlaHjelm
SIIBJECT: American Leasing Contract
Attached for your records is a copy of the Anerican Leasing contracl
Disribution:
Julie Beecher /
Vanessa Elkins r/
Hans Schenck
Request No 71 Attach.2 LeaseAgreementALS
Page 1 of 30
UiltGircl
200 Od Hook Road
Hanington Park, NJ 07840
telephonc 201 7dl 2EBiS
facsimlle 201 7tl 7O1A
Memo
.&"o-*pro
"" ' )Erylccs
United Water ldaho
Case UW-W-'|5-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 2 of 30
\nF American Leasing Gorporationm MoroR\IEETcL,ELEASEAcREEIVIEIYT
E$N, 07017, hcninatr qlllcd'll,C' and
princ,ipal plae ofbusiucss ar
hcrcisaftct called "kssc.".
tte parrics tcnro ** . * r#ffiff*H- rs tolbw
Lcarc of ARIICIS 1. ALC shall lEasc to I:sEe nrr vchiclcs as Da, bc orifcrcd by ksscc. AII vctriclcs lcased lrrsmds sball bc setrcd by. and titlctl
vshicts aad/or rcgistacd in tbc ree of ALC. Tbis is aa A$c.Bcd of Lc2se mly ed lse her lo righ. or qr6oo ro pwchase ihc vthiclB rt any tim.
NotsitbstaldiEg th. Act rhrt both !Eti6 t! thir A$e.nat of lsc idcod !o sE{ta a truc lease aad sot a smrity agrmEol, to lhr Extal tbat any
cout trlay aLtcroirc tbat this lasc is ouc incoded as scordty, L:sse hcrcby grarB tD ALC a sccurity inrscst in ell of tbc Lr$E's right, tide and
idlErsl iD .od to lhc vchicls lcscd hEf,euDdcr ad in dl pmeds, proalucls strd sub$iurt s ot rtplacaomts thaeot.
Ordqilg, . AITICLE 2. r. l:sse shall tumilh ALC cEittcn ordcrs for ve,hicl6 to bc lcascd hcrcuurhr, speifling, makq modd, c{uipmmt ud dciiverJ
ddivsing ad poiat withia rbc Uuircd Stats of Amcdce.
aceptocc of
wbiclc t. ALC agrees to dclivcr ilct vrhiclEs to Lcascc. subjcd rD ALC'r ebility to obtai! sufEcicot vchictcs of lbr typc ordcrcd in tbc timc speifted
byr xrpq aod sbjcct to aay olbcr ooitgocy bcyol(l lhc codrpl of ALC
c" l.ascc agrccs to aep ddivcfy of ad v.hiclr orrkred immcdirtcly upoa ootie of r.nilability Aom ALC'g rtelivorg agcol-
.
Vctridc lcasc (L Tic t€ffi ovcr vhich a& veHclc lcascd hcemder wil be ilcprceiaied rhltt be Iorr thc pcriod s speitrcd in &c Sdrcfirlc 'A' to lhe Molor
rsm Vrhide Lcase Agrccocm. Thc inirnt kass tam' counoacfug m tbc dat! ttrt $ct vcbiclc is d.livald by AI,C to Lcsscc, 3bal[ !e f6 1 mhim
of lt E@d[! brpsscogcrvcbiclcs uil e mininrm ot24 Dodts fDr coErorrcial v.bicls. AfEfh. idtial lcarctctm, m Gxtlosior oflbc lslE on
e m6tomodh brsir sball tc prcarucd dil tlE-Dc,prcelioa Trm ryeificd b Schedule 'A' !o lls Motor Vctidc Lase A$Eec, " shalt cxpiE,
Els trrrBiDrrioa wifh rcsFEf to ttr sDjcd vEnidc ocalrE as aherwis providcd bcraudtr.
At thc sq)iraiol of tbc Dcgccialion Pcdod as speilicd in the Schcdnls 'A' to the Motor Vc.hiclc Lasc AgrEaor thc lre shall bc *cndcd on
r modrotoooth tas,is as prwidcd fc il ArricJe ttc bcrch urlX tcrnintcd by prittm rdifistioa of Lcsrc ro ALC.
Rcipr fsms ARnCLE 3. AI,c rh"n de.Iiv!f, to Is a Srtc,ft'lc 'A' to thc Motm'\Ieiicic lasa furtcococ in tk fom rEacucd bado irltntifyiag thc
vchidc, reting furth thc rmthty rrial pararc to be utt€ vith respcct ibEcto rs ddtrohrd uods Artidc 4, ltre drrc dclhrEEd lyd othci
appropriarc iafomliol u prwidcd for ia sid forn; ach srcb Schcdule 'A' to thc Motor Vchiclc Igce Agmcc sball bc srbjcct o thc rcrEs' aod pronisioos luof,. thc t-ting possessioo of ftc rdetld vrticle ald thc Sdrcdsle 'A' to ths Motor Vciictc l-ae furmcc, eh?tl, s$jcct
to r6riry ard qrilit of tbc seid Agreancd for plain rrror, wEEnfir rerptare fbcreof by Issee rnd ths garoc ib.U [s [lnding upoo LsE
withdnfo@l cxalim of nid A8Im.d by Lcrscc.
R6trl ARf:ilp l- r- f.csse agriEs to Iny ALc, at F:d. OElge, Nw Iccrey, or its Assigre u dcscribcd in A-rticle 7, montbly mtrl for thc ute of a&
trayEldi ve.hidc hecrmda druiry fhc pcrioil of lae
. b- With rcspc(t to'aO v*iae, af raul paymcms sball tc rluc and palrble o[ orbcfoll tbc fffc.rofh $5tb) ilay of eac[ moab Ouring rtrc tcrn
of thc lcrse, WIIICE TIME SIIALL BE OF TIIE ESSET{CE- [sse shall yay AI-C r lNtc plynclt paalty in rb aamtofta pceot (!0%) or
thr hiStrc* lcsal iotqes nta, whichwa is ls, 1n nornh or hctim thdrof of uy imoie the peymcnt of whieh is aot in thc poiisioo of ALC,q'Asigle, bY lhe ituc rleia
A tull aontlly rauf paynrd rlEI be c.targed for ach v$iclc dclivacd oa or bcfrE 6E fiftem& (15th) day of my mon& bur o cbarge sball
bcroadcfortlc mdlif thevi&icJcis itdivcil on m eAcrtlcrixecsth 06&) dry of uy mth, tf l vficlcis rtaovcd Aom isvice oo sr beforc
tfu trfii.dh 0 5rft day of e mm$, &c EeI Gro for 8lct vcrhiclc shatl tcrroilrl! on the Iart itay ofSc BEcaititrg calmdn mna! aod, if a vehiclc
is r@ovEd Aoln slrviccmor lirf tbciin!.-rh (16ft) day of roooft,thrrcdalErEsbrlllcrmistc onthchst ihy of thc elmdrmouhinwhich
rnct vchicle is reooved ttm rcrrie
c. For carh vchicic duiqg 6s De1rcdatim T.@, tbr Eosftry rcaltsl rh'il bc colcpsEd aa agred to il the Scbc+de 'A' to tbr Motor Vcfiirlc
LaneAgrccaaL
il- Intbcwmtal.peoflimcshallocsrbavcatbc ifcfin'yto Arc ofFrf ofauyt8tunitofls€diquipmd $6 u.hassis, rnd dclivtry
of ey ootr pa4 such u body, tuk, Eic.,.!d itsbal hccmc tesrry or dcsirabhfrr AL.c fo pay frr suctinc{tEplc& strit, Al,C, ia slch arcof
B, bmow fuds o py for arct incoryHc DsiL tbc con of Ectr iorrr;6 tu+rg is to bs tbc tlte'drgEd is lbr trasc as sa bdh in Aaicte 4c,
lad 10 bc paid ly Irc at &c tioc of rbliv<y of ttc c...fllc ruit. All insmpl*e '-te fbos ecquiEd tralt, dth thE lxeplicn oflhc paymrot of
rtot l& be srbjcd to tbc trms rod cmiftim of thb Agremaof ilcludftrg hn. lot trDitEd tot thc in.rffiity Imiiioos of Anidc L7 tha@f.
q For acfr l€ascd vt$iclc roaiaiog ir srri€ on r EoEt!-lo loodft bssis afts tte velic,le is ftf, dEprEci.t d tho noolhly rotal sbatr be'tLe
podiotr of tb Bsdbly rcofal u ini[calcil iu tbc Schcdute 'A' to lle Moror Vehiclc Lcase Ag:crmcd-
C+ilaliEd ARtiCf.f, S fhc Capiteiizcd eeturrcost los. for Bch la.crt vc[iclc liscd oa 6c Sctcdr{a 'A' shall coasi$ sf rbc u of tbc tuIlowiag anoums:yaluc
1 llp vghiclc mnEfacnrq! itroice prie o its ttcalcs plus e PtotrrtEocd & Sasd[ry chagge ftr act vc[ide vhich Ehatl covcs
dl rcs,is <if AI,C fu pncrIring rsil t68ling vc&idc rvailable for Lcsse's aeltatre, E ify for opctarioo ia coof,onity *ith tlE Eanuftc$r€s
" speina proccaucs, aud all obligafiors of ALC undcfthc nn'fecllrrCs yrfiast L
b. Alc's cDdof uyoptioml eEriprsatand./or aesorics regucstcil bylssewhicLucaotfuraislcd orincluitcdbythevchiclgra:tufacruEod additional tralsporatiou chaqe iacured by rcason of a .h'nge of dc&vay poilr le$EtEd by bssec Trior to rlclivcry.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 3 of 30
c. Ary E hd, .raE { tccd &B to ie goid bdrr*.
' -fdud*, klicsl'hrir#ae rbpe*$)*d!?!sLi@*vrsi&ccqeafz=i.cmls3c lblAEE&sinhfltitt"de*Ptr [r,!!1168offt ctt'rth* carl qPHIc urct ail EI EiG.@ $rqscEEE re@ 1i1s nr* rt (F.
Cacr _ *X$CI.E t. t-:r$c d!![refofule *l.c trrE-sErrafSema uat ia*a.fxr k!&ryr. frfl!*..*4rry-.pr*iEmrpritk, a*rf
cbbu;sre n**Eo rtcsr@ Eas. @d+,qtq4leahee*d&E€Egd"qrt 5qdrdlS hr, as!.4 ftrcdid., EAHnrr*
Lr ks,= dia#Ccd be*crsftE#r*rSoEiefutl& S.
llri3$Ed ASIEI^B?.d,ClEysfcrOriEhs"trrdirErEt(fAl.cbrf,lltrartE h#'rtatDftIkU€id$r""{.fs!c*l,q!l,frfulgr*{Fcdto{rd., -'t.CBEi*A.db&a}actDALHls*atucrtiaiiEEo{tcfiherrigd'Ar&*laebrhanCd*&s*egna.a,tacccrnll geydlrcto l[S$,ade,r!, ilxdr**d tE icrfor*a,rU p*;*c&rc ai shn*tdirrBcqiifh t|rsFcdla diffill*r EdllaeYrtidcL*Agccq,setAr&rcCi*tlte.FJ|Ba4of!!e:E*act&sax$.f*c3sD{t*|sH,rDlat dre!$b?L#, tirclFIc{ferlrt
rofuAa{o*. L!s=uil rl! 16pyelrus 3ru@y, btlcqrd dsry6pa[o+E**, €!?faftry dI.€6sFF si &!0CbnDi&iSBacdolsttcllqrfofi?io&'i&*aUblqtfuii$ehauiaialaiorbccrgl,rtrathrArftrc=ef,ho}Irb,rclddeHd4*lrtid bdlrfu tsfE.tt6 fu'tffilshh Sr*& r&:s *ri&slhisSsS*c&dg'A'tDtk! lil@ Y#L<^grEec*dei6
E,EAIEL
tse*idc .GBflCLE & r- l,rcc et :l .,ry lfu' drr Set;rtt rrar dc**ilgl is &Sr{e ?d, ri*G ALC o rQ|rar rry u*idc gruW ro tEsr!$ErdErr dSr.iaofi"brShAgrijC!r$s!e!$i*di*Ed,ri6&rdr&&dffik&ei:ifrimdeam, h*4$nf ftri$i&qrt6dta=1ii &&;SZa
sflt& A$t aril. ad rfinl *ar. ln d&]x. tH lbe rr,!i& b tr: i*l*ma{ h b z:pbcar* ef r qcdSoeBy ldlaEfiu teb 6cS lrad.r#H&rilbaeran coedOALCug(E#na,d*E:rl$'clqe4r,ruSid;TkbosrstoEcbrc$Eddr6ab$4tsdlil!.[f66ErcE*f b
At.c dft:rgfmrti vr&.
vttideE e. L=et uoy tt ty ril*- t{bt &c rniqim &rro &*dbcd b fs*M, re+rirE AIX rE ES}lEsrtO vr*ilr Md FM, s,
dol r!+i{E!d t& $r*a vfrhmr $da*mc* ty Aftting Al.c aiirmca mriga nlrtm *;ig ntco'Bdd rdir{c Bi[ ]c enr4ilf,ld b ,lLc, h *mr*tr*c
",i6 Ard* thcEde. TkLtc6G rr bem&ELid+dadf *aaiEeqs3'&c&fe ALC tks pome'rfoarvf sgid lrfiddL
a Lrporrq&retcdu'dirr*icaofrrylltgdsR l.larsn9@l"rd@i*r*t"oftr**mdsqEstinIiBif,clIr *LCn6,
fu lhr cowtoho of bdl Fqrti$n, poi b &t fudepe tbe &gcdoul vSe o tk**Sed in rt#. I ts
Sgil& iftlCLE9.Uptanp!*awrtlirsott<f,ryvdidrksrdhcacrsrfu.l:srpdmnnaadarpomr*oade*c*i&t AI-Cdllapoha
rywnfl*cc- {,ltiet8aEctesciEildill.dCitltc[el{&leoraadatlwjoielg:'t+d*tn*:-C,.e&Gdirrtrril.&erdq"Al&fieiLc*acrtb&
r[4d or t€ir+ a&ortad El}rElcddillts, *€ cs,'rac a $.t-ocm d esa$tie m Ceu&l Xrgact trlUts&C C ldie ss&itr"
to!!t
rEt
Its GF
ordiio*bt-
Bti{mcdan tXliEl6 SI.r *IiCsHrr{ svcrrv'Aid.lssrdlercaloli=sFo**afut+=w{#kret=rasmcaiktlrt $ l*ewpdddi*lgiclcanr 8,UFat&sf rbrcrlls#. Af.C fl rcr&E{rtof l&Ga}EFhslWce{**&ituyL*arcO bUclpsqdod|b.rrJ*&, tr;t
r.rcc*t of ndi, rrd raaio r rt'ec*ccetr -F.IFT te E r&idi.c *zvclida rt *lrt ia ld rl*lc !aacr!& ftr eisfuimdnieiltmattffie,
. b, ALC#lFrlotl3rB,rrt,!*oda$rmao6s6@otE c6dfukrE&(Etult,ffiCGSr), fBtdrye€*oarl,t,rio
petc0o oethdq[und qheoftbevdiolc. If&uai rcsbfro(Ecdsa* lEssk bd.g(eied ?&c of&srtraidhr rFfiF*d lqF rsAlf c ,l!rt! :6*qra &r m, d a& d*Ei.risr, F cie{ !H' *LC # 6!lrar*r $o t-o*l*ir rr&doum rc r:cln Sioc*ear !f b SS. dtbe*frHy*r!r..6.4rEts*Eis8 oftur"kir: h!Gr+ra- FL-.*!Gdr*src EeAbey(et CEifffHeuee, S.Cd*r&6.+mxa5f dtle 6itEbc of&crn&i&d tpllcsioodeda!6*c6'sead*fqtua. Eds.lrd$f&S&odr&rcd'a8fiS,of'lhc.ce&r
r:rke brilffied ?0I sirtstsfibEcc qCt$E bg.dq tl.{Xx|tr\iv}.ri a*ortd E a@*Cdl*aftiE€f*bPlMddt5t:
Gdl,:BArbFlbt.id,ha slreccwp*Ecrliwrpoberse rfBcpeu,i&cek@f F.Ediry(bh!a&rtaglc".*r*i*aga*f pecfls &E.,c.dr.'rorr$.AsiEiriateatupaalbrei|.l*d.oona $*gs*{r}bll ALCr,iBbstdtd8urto{6id€tal!6ts* s h.rs &irnarg roocsirrc oobcrof n&x {rc-igc Efirapt-'E M!:6 rE EoeGrG ra alqpdtJJO in* FEr *o"dri id
h aspl erad E c[o&lis.
D.?.efud a T&ct&{nEEidal\akc€ifd$dldcdd be&Cry4rade€iEGrfo€tbfe &!'tdt6WEdsEkr'rdtttI.5G. EhEt6rf*.trs *nllb: r xre dsirctlly uStplg*rg tUtc nrorle'of rlffiid*.r'# wE9rd U$rtherdFi$lt Ldr, riap)ltEIeqd4toft€a!rhi! .{& S6lArElA" !o e. U.nor Yruola Lcuc fu:caea. *rbieer*rr h *srree e!6, ryp$q:fr Ee lhE DqEt.l4iDs tdnd frFn fti l}&r&.
O*cf
ft**d lrhidas
Rqicr:chn
BBlocfti*y
fot
Eoirfiarc
AElllCL& te LEi.rr @y ettrr*i*lckrtcdbxg.ndr4(rs$ rd8rilE&t sy td dl l+rt I'EpEa r*da&g r}eA!aq!rt, baiae, EldJ
u*a{tllE'ocachvchi*brocdblsudlr&lilr'ffi&ia iX.C. eAI.C.FElfre turdrrry*rriri*o{thcpimdasrrttigrbas.r
bsandrr. lg.lniog haa*r feaid &dl ailiofc Lltsre tf aisr Frrsto rFld sr dr=*'uc tsls af veHc cnwy to lw ot to ir*r ry[*U*y er oftr&lb a t#d ALC.
t;RErCllE f!. eI€ *$ dua !o tr6$!s, ao lrtH lrqu EsE& iI5) d+'s Fid ro &: caqirdioo of lk Errt l,8d *y n*m{rde S4 p€rio.t,
do@tr t,ti& 6! tc 'rlracory hr ks= aa dbia 6rr! 8eE6c q& e.Eri$qls* d&lE c! sie pc*oltr fu &c e'bl 6qE4b af fu
vdri4ttt** ctnifrcos* rgd p€rgte shg iafra*cfu olraa*ip s{Brirl lEAirfE k iE ALC, hAs" $q*tbr6, os} csdfals en ?Gilr' rd=E
r!+tftrGdElbt6lieiiellsvciidr,&gh*d\,rrsrt5AI"C,rs96tdtisAL,cEeqfllax6o&iEFsESa-qc!n*r,cc.rifi<a$s
dl&te ud 1i6r gcsnb for tE nltsrbq ql=dsi of tk t& e wr =dvad f I.!s* G L.sE 's r.$r*+di* t E fIOr 46F rdior $ e
cqhdo of raa*
ABEELE f4. ALc rW hx,. m rcquibfty tur &e saiaaorc {ad rgcca cf rau v*ire. lca*cd Lagmk sfrs n is d{$ivE!n ro Ed atFtcil
by L!61 8d ran asA f;-ir c ALC E<ak @:s fc*s*rsio* sfl&c vehicE a prati&C la Aslidtr , bmei rhxiq rct Ha.. t-ce $sSe*et, s*:c a!!! Sry'E good r€Ssh a.& Eiick rr iB sirq aql.etr"
at'IrriFg. ci lJffEI.8' f5. $ rhc cvtc * fraca rr#d. b tr#'gi.! itx EFAr &d i. rk rqpgsiU*E' eC o@alw qf L#, lu s!.ry ad i#il*g {efd:=rgi:s rf, e*s tsL€$c.EB{itb, ALC s1r bpttssis$:qn6rsrirkraSsFE rarbioros* EnagR'€[-bcit
-.* E€i*& -" . hfn&,eafiiit"k*Edvdr*b6asr8&{e*ffiqsil&.d.ir1ld"SlE..t,*"fuds},&t**d,au*rurgiruci*.q"L+scesryrE6'dr *tulaa*polp*rsSllicle3hrer EflAI.Csdif{spoBofreitlr*Eprm,rDididrlitc=iaoe+.&dA:.e!&dthrlFird*
Ssarqie rriaiua r* t* i'ra-"otfur d futrl16 {.odir lt.eiiFG\t[! 6 laciihd er fu Arti*b Ub.
lrdd c,Iarb.!,srnri;f,.dsfficblc*ore&, Lear:cffitsfuc6E]r&E (mrafrridbEllgriEa4 qtopgre*ofe!6d:aH 6uq. A:.C .*a{ hrncrdd t I^e.E es+ery &fianrsE caScigr/a@ dsdd v&:r ar 6ret tf t€6*ia {rmdei( ALC $rT ifrt
-A lEE6L reSirei to guoredE8 sirisuu crlc ta d &d Ed, kuribl SEd€ f Lmo !EYS) s go{idd Sr i{ Adidc t lL
lsrm lXfEtE 15. Lrevi{rsry fuectd.dALC, I*x#s *tllog*c*[(fuI&oo@ee.r*i{cn&ttpetx*Er6ixof a L**ar-
ad1ayep td&c:c€ie€qe{Spi**&*.finEftn b#y i:iryhosfohrurn.*UFffi.d$l,m,g&a.dqpiali5at&y fupmeay O*mge
ia r fu edr of ll$,0m. i.ssc6 lrf, ffi uba alko Cf tairl lmoca ir*rcd by cunirrr ecrp$lt trd $*i*c*wt lo ALC b
*:rtrh*cSrrudqALCs3ld&ioGdLEs4*dlr*sIFFt- LrsfHts.Bri*otic u&ua3elosa&Eind*tltnkiuil6c@
iltrnldf-,6d&iusi$f, le&ll EEr.clfukd FffipF*ednc@sp'ante*rlri&*ilbr mrim&gtr4cof ESE0.@"EGrrry*mlrcdq[&ir+lrrod{e*ddrdi#ru'yiow, AI.C" rlteEiDsdimwf: {E}FlrG& emesrdqgedlrEfitds*rd
tc eialnm*a g L{s!F+ tu M cm M FIEE tDfi $f $dit rfrA b drt(Jr r*diinr+dElr sqE!&i o( p! it'iffiuiit fc ?ir* sf asy or ell
r*tidrr $eaig trrlll*Aq'.Cidir! kaqk:n 4 sry6-ltf gil,i*vligra nodredtcroia**tofo |gac=Tbcf'#E +BF+'€tdsagrE@rdsisstoaryf@c&fidiL,EllBrir&r@lotlcu&id{s}ts+tE+lbll!&gr*ase*..eHfrErsr:I!lb Larraiutsslcsse'staidf aqr aofi* r:rcbrctr corirut!ipryocrr.r6*.d $e lo6SE) b@6d-'
haleni$rmim *RIICL& 1?" l,rc* N ldtaui$ ad *oS lrd:sr Al-C.oil ilfr agctlr lad c$63rr:E qg*d ti la:a r fn@ f*{@ el md.ryEt.ssfr*craIfm}l|'!Enes**arkiqIstlforrur=fEn*{&&r.d{aybtlctivryofrcrr:liie,rdiurSq*sr t*idaia-cry*#la
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or G rr@r. q rr AI.c b r lcQ#orld ec*o-ttr*groviCoroftBArfesoryM ld,draffidoo, crtias, &E$ro.arsa*ingwhrerr@ rtas*ofEry*ilc+ lct{tdrrr.e.
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United Water ldaho
Case UWI-W-15-01
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Request No 71 Attach.2 LeaseAgreementALS
Page 4 of 30
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United Water ldaho
Case UW-W-15-01 Request No 71 Attach. 2 Lease Agreement ALS
Page 5 of 30
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Request No 71 Attach. 2 Lease Agreement ALS
Page 6 of 30
American Leasing Corporation and United Water Resources Inc.
Rider No. 1. to Motor Vehicle Lease Agreement dated December L,2002
This Rider No. 1 to Motor Vehicles Lease Agreement effective December 1,
2002, between Americaa Leasing Corporation, a New Jersey corporation with its
furincipal place of busiless at 20 North Park Street, East Orange, NJ 07017, and United
Water Resources Inc., aNew Iersey corporationwith its principal place of business at
200 GldHookRoa{ HarringtonPark, NI 07640,
WTINESSETII: .
WHEREAS, Americaa Leasing Corporation ("ALC") and United Water
Resor:rcss Inc, ("LesSee") entered into a Motor Vehicle Lease Agreement ("Agreement"
or "Leade") dated aJd effective as ofDecember 1, 2002; and
WHEREAS, ALC ancl kssee wish to moilify the terms of the Agreeneflt as set
forth herein,
NOW, THERETORE, ALC and Lessee hereby agree as to-llows:
1. Article 4, paragraph a of the Agreement is modified by adding the
following:
ALC shall be paid, witliu (30) days.of receip of proper invoices, forthe
goods delivered and accepted or services rendered and accepted. ALC. shalleenduirnroi fftftg'@inucise$.,*e& payable
.oo"tbei5tlrcf.&o-f,e&oa*ry.montb" The pricing for vehicles delivered
undu t}is Agreement shall be determined as set forth inExhibit 1 tothis
Agreement entitled "American Leasing Priciag".
2. Article 4, paragraph b of the Agreement is modifieil by deleting it in its
€ffnety aud substituting fhe fcillowing:
b. Time ofpa5rment shall be of the essenoc, andLessee shall
pay a late palment penalty inthe amoud of eighteen (18%) percent per
year orthe highest legal interest rate, whichever is 1ess, for anyperiotl
when the invoice payment is overdue.
Afull montlly rental paymeut shall be charged for eachvehicle rlelivered
on or bdore the fifteenth (15th) day of aay month, but no charge shall be
made for the month if the vehicle is delivered on or after the sixteenth
(t6th) duy. If a vehicle is removed from senrice on or bdore the fifteenth
(15th) day of a month, tle re,ntal term for such vehicle shall terminate on
-1-
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 2 Lease AgreementALS
Page 7 of 30
frilrffiffi
from service otr or aft€rtle sixteenth (16th) day of a mont!, tle rental
term sball terminate on the last day of the calendar monith inwhich such
vehicte is removed from service; providd howwer, the remtal period
shall'be extended if the parties agree that repairs over and above the- normal refirrbishmeut of vehicles are required before a vehicle is sold,
zuch re,ntal period then being e,:dended for an agreed+rpon period
refleoting the reasonable time to compiete such repairs. The parties will
work togefher in good faith to meirrtain a dialogue as to ttre need for
repairs on particular vehicles prior to resale. The parties agree that it is tle
inteut that the foregoing provisions ofthis paragraph as to the ilate of
conm.encemert and return ofvehicles being deemed to be the fust or last
dzy of the mont\ shall be cash-neutral over time.
3. A aew parngraph f is hereby added to Article 4, as follows:
Invoices shall be rendered monthly in electrouic format, wittr service costs
and all other items separately itemized thereon- Lessee shall designate in
writing the represedative to whom the i:rvoices shall be sent.
4- Article 5, paragraph a, is modified by inserting the word "reasonable"'
before the phrase "Pioc'urement & Haniiling chatge." At the end of Article 5, pq"gtaph
a, the foilowing seutence is inserted. "schedule A provided with each vehicle shall
clearly indicate the total amount forthe Procrrrernent and Ilandling charge."
5. Article 7 oftle Agreement is hereby restated in its entirety to provide as
follows:
AIf may assign all ofits tifle and interest held by ALC in and to each
Schedule "A" to the Motor Vehicle Itase Agreepen( this Agreement and
all monies due and to become due to ALC thereundsr ts l financing
institution (a'T-ended') and in the event of zuch an assignment (a
'Tinanci:rg Assignmenf,'), Lessee sbali pay all payments due andto
become due wittr respect to all mdters uniler ttris Agreement to such
Lender uponwrittenrequest of ALC or Lender; suchlender's right to
payment of all sums due herzunder shall not be sr$ject to any dofense by
Lessee, e:(oept paymedto Lender. Iessee cove,nants thet it shall make all
paym.eds promptly and in aocorddnce with the tersrs and conditioas of
tris Agreement. In the anent of any Iinancing Assignment, the liability of
Lessee to pay rental to the Lender shall not be terminate( notwithstanding
any&ing hereis contained to the contrar5r, unless the Lender shali have
been paid the firll depreciated value and orther agreed upon fees described
in this fureement for suc,h vehicle and as set forth in the Schedule ".rr' to
the Motor Vehicle Lease Agreemed a.ndl-essee sball have surrendered the
vehicle to ALC as provided rq aod pursualxt to, Article 4 paragraphb.
Ttis Agreement may be assigned by ALC [absolutely and without
United Water ldaho
Case UW-W-'|5-01
Request No 71 Attach. 2 Lease AgreementALS
obligations hereundeq under tleMotorVehicleLease Agreement and any
ottrer agreemert betwe€n ALC and Lessee, upor obtaining the prior
written conseut of Lesseg which consed shall not be unreasonably
withheld, delayed or conditioned.
6. Article 10 of the Agreement is hereby deleted in its entirety.
7. Article 1la of the Agreemeut is hereby amended by deleting the pbrase
"any costs which it may have incurred" aad replacing it *'ith the pkase nany reasonable
costs which it has incurred." Article 11 of the Agreement is hereby further. amentled by
adding new paragraphs d and e, as follows:
al. Subject to the provisions of Article 4, paragraph b hereof
ALC shall seIl each vehicle surrendered by Lesiee within sixty (60) days
after such surrender, or wittrin such other period as the parties may agree
upon. Any sale referred to in this 'rA,rticle 11 shall be for immediately
available fun<ls payable in full uponthe delivery of the vehiole and the
title to the purchaser. ALC shall promptly render to lessee an accountjng
of aay sale made pursraut to this Article 11 . Any funds to which Lessee is
entitled as a result of zuch sales shall be paid to Lessee within thirty (30)
days following sr?ne, unless Lessee instnrcts ALC to credit such amounts
on the nelt invoice.
e. Resale value ofall vehicles sold each calendar year quarter
during the term of this Leasg as well as performance of the Lease
generally, will be revievsed in a formal meeting between Lessee and ALC.
Without limiting Lessee's or ALC's discretion as to Lease renevral
generally, it is rmderstood by ttre parties that ttre amounts realized on the
resale of fu1I term vehicles leased by Lessee under this Lease may be
considered as a factor in determining whether the Lease wili be renewed
from year to year by the parties and may be compared to srggested resale
prices forvehicles of the same make, model age, mileage, equipment anrl
condition stated in one or more recognized used car wholesale.
publications (ex. Automotive Marketing Report Galves and Black Book
(the '?ublications")) Subject to all of the other terms of this Lease, ALC
agreos to make commercially reasonable efforts to altain overall target
prices for the sale of zuch vehicles of 123% of resale prices reportedby
ttre Publications tluring the term of this Lease; provided, however, ALC
does not guaautee to Lessee tlat such target prices will be attained.
8. The first paragraph ofArticle 16 is hereby deleted in its entirety and the
follcwing substituted therefor:
Lessee will carry for the benefit of ALC, Lessee's employees aad otler
who operate the vehicle with the permission of the Lessee, and pay the
Page I of 30
coniliiioil6 ao asmEuee ard"lff-mmn lffi
-J -
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 9 of 30
*-toilimreoT iiiiifance ageinstn a6iiiffi m
single limit of $2,000,000 and against liability for property da'"age in a
minimum limit of $100,000. Lessee will furnishwritten evidence of said
insurance issued by carriers acceptable and satisfactory to ALC in
certificate form naming ALC as Additional Insured an( if applicablg loss
payee. Lessee shall bear all risk of loss or damage to each leased vehicle
and the contents ti.ereof. Additionally, Lessee shall carry or shall self-
insr:re at Lessee's discretion for collision and comprehensive coverage on
each vehicle.
The following is added at the end of Article 16:
The insurance coverage shall be effective as of the date on which any
vehicle ordered by Lessee is either temporarily or permanently titled to
ALC and shall continue in fuil force and effect oo each vehiclg in
accortlanre with the requirements of this Agreement, until that vehicle is
sold title has passed to ttre purchaser, and ALC has detivered a close out
report onthat vehicle to Lessee.
Notwithstanding the foregoing, however, ALC shall provide insurance
coverage at all times on vehicles being repaired or maintained by ALC or
its agents, aad for vehicles under ttre custody aad coutrol of ALC or
ALC's agents, of the foilowing types: workers compensation with not less
than $100,000 limit, and employers liability with not less than $100,000
limit, as well as garagekeeper's liability inzurance with not less than-
$1,000,000 timit and other types of insurance tpically applicable to the
types and forms ofwork and services provided- The insurance to be
provided by ALC shall be primary to ttre extent it arises out of ALC'sliability and "United Water Resources and its affiliates" shall
be iacluded as an additioual insured solely with respect to the activities
referenced in ttris paragraph-"
9. Article 17 of the Agreemeut is hereby amended by deleting the first two
setrtences in their entirety and substihrting ttre following therefor:
Lessee shall indemnify and hold harmless ALC and ALC's agents and
e'nployees against all loss or liability (including reasonable costs and
attomeys fees) arisilg out of or connected with the usg condition,
operation and possession ofany vehicle during the te,rm hereofand related
to the delay in delivery of aly vehicle &re to circumstances beyond ALC's
coutrol provided" howwer,.such indemaity shallnot apply tothe extent of
ALC's gross negligence or willfrl misconduct, and shall not apply to the
ortent arising out of-any repair or meintsaanss rvork performed by ALC or
its agents and employees on ary ofthevehicles. ALC shall iriilemai$ and
hold harmless Lessee and Lessee's agents and employees against all loss
or liability (rncluding reasonable costs and attomeys fees) arising out of or
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 10 of 30
coDnectea;ffih"Aliliffi;idffi'of--transportadfi;eefr or -mairtetra.nce of the vehicles by ALC or its agents; provided, howwer, Q)
such indemnity shall not apply to the extent oflessee's gross negligence
orwillful misconduc! and (ii) such indemnity shall be lilxited for any one
oocurerrce to ttre following: (x) the arnount of Lessee's deductible under
its insurance policies on the vehicles (stipulated to be no more thal
$250,000 per occrurence) to the erdeut that liability arises out of ttre
negligencg gross negligence or willfi{ misconduct of ALC or its agents;
and (y) proceeds of insurancg if any. Parties retained directly and solely
by Lessee for tansport, maintenance cr repair of vehicles shall not be
. deemed to be agents of ALC for pwposes of tlis paragrapL
10. The following is added at the end of Article 23:
Notwithstaoding the foregoi:rg, Lcsseemay assignthis Agreement to an
affiliate of Lessee, subject to the consent of ALC, which consent Emy not
be unreasonably withheld. Without limiting ttre foregoing, ALC will not
withhold its consent if Q) its financing source approves the assignmeit;
and (ii) the financial condition ofthe assignee and any co-obligors with
the assignee are toge,ther srbstantially comparable in finaucial condition to
ttrat of the nssignor at tle inception ofthis Lease.
11. Article 24 ofthe Agreement is hereby deleted in its eutirety and the
following sub stituted therefor:
Article 24. This Agreement shall remain in effeot for the period of one
year from the date hereof and thereafter uutil cancelled by either party
upon sixty (60) days notice to the other parlg provide( however, neither
parly shali have the riglrtto oancel pursuaut to this provisions ofthis
Article 24 for apeqiod of one yearfo[owing the date hereof. For the
avoidance of doubq such notice may be given sixqj' (60) days prior to the
first aurivssary of the Lease. The termination, cancellation or e,:rpiration
of this Agreement shal1 not affect any vehicles under lease purzuarrt hereto
at the time of such termination; all such vehicles shall remain zubject to
'r.he '.enils hereof and ALC and Lessee shall have the mutual righrts aad
obligations provid.ed for herein as to such vehicles. ALC agrees that the
prices quoted r:ader this Agreement (excluding the market rate on which
ttre floating irterest mte for calculation of lease paymeuts is baled) shall
remain in effect for at least two years following the date hereof.
L2. Article 26 is modified by adding the foliowing setrtetrce: "Rider No. 1 to
the Agreement is attached hereto and expressly made a part hereof.n
i3. Article 28 of the Agreement is deleteil in its entirety.
i4. The following new provisions are added to ttre Agreement:
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United Water ldaho
Case UW-W-I5-01 Request No 71 Attach. 2 Lease Agreement ALS
Page 11 of30
Article 30. Iessee Eay at ary timg by a unitten order, within two
weeks following placement of an order, make changes withinthe general
scope ofthis Agreemeut, is6lu.ting but not limited to, changes inthe Q)
Specificatious; (2) method or manner of shipment orpacking; and (3)
place of delivery. If any such change oauses an increase or decrease in the
cost of or the time requhed for, the performance of auy part of the work
uaderthis fureenent an eEritable adjustment shall be made inwriting
accordingly. A-ny claim of, or by ALC, for adjustment under this clause
must be asserted within tlirty (30) days of recsipt by ALC of the
notifcation of chaage.
Article 31. Neither the Lessee nor ALrC shall be liable to the ottrer
for failure to perform its obligations,-6sr this Lease due to fire, flood,
strikes; other industial disuubances, accidents or rio! inn:rrection,
embargoes, acts of civil or military authority, acts of any public enemy,
acts of God, or any other carse beyond the cootrol of such party directly
atrecting this Lease. In ttre event that any zuch occune,nce delays a party's
performaace under this Leasg the partfs performance shall be deferred
until zuch time as the ocorrrence has ended, been eliminateil or avoided;
provided, howwer, the parly seeking relief from performancc pursuant to
this Article 31 shatl provide prompt notice of the failure or delay and the
reasons therefore and take all commercially reasonable steps to fulfiil its
obligations in atimdy manner.
Article 32. Reserved.
Article 33. a- If ALC should be in default of any provision of this
Agreemeut and such defaulg u"less a shorter period of time is prescribed
elsewhere in the Agreemert shali not be cured by ALC within twenty (20)
of Lgssee's ging ALC written notice thereo{ ttre,o, Lessee, in addition to
aay otler re,reedies it may have under this Agreement, may terminae this
Agreement effective immediately and collect from ALC any damages
resulting Aom such default-
b. In addiiio4 if eitherLessee or ALC reasonably believes that the
ottrer party has, wittr respect to ttris Agreement or arly other agreement
between Lessee or AIC, engaged in ^y illegal or rmethical activity,
including without limitation, improper bidding practices, collusion, anti-
competitive practices or bribery, then such pa$ (the "Aggrieved Pafiy')
may, by notice in *titios demand an orplanation of the fact's and '
circumstances srrror:nding zuch allegerl activity. The part'y receiving any
such notice shall have te,n (10) days from the date of zuch notice to
provide a written respourc to the aotice. If following receipt of the
reqponse the Aggrieved Party coutinres to reasonably believe tlat ttre
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach.2 LeaseAgreementALS
Page 12 of30
other paffy has eugageil in any nrch illegal or unethical activity, then the
fugrieved Party may, ou five (5) days written notice, terrrinate this Lease.
Artiole 34.
a- Reference is made to a prior Motor Vehicle Lease
Agreement between ALC and Lessee and its subsidiaries dated July 1,
1997 (1997Lease'), which expired onfune 3O,2O02.Any vehicles
Jsmaining in the possession of Lessee and its affiliates provided pursuad
to the 1997 Lease or auy renewal t€rm of informat extension thereof (the
"1997 Lease Vehicles") shall be subject to the provisions of Articles 35b,
3Q and 37 of this Lease pertainingto rgcord-keeping aird preventive
maintenance only.
b. The parties actnowledge tlat a certain numbs ofthe 1997
Lease Vehicles are overterm and have no additional rertal payments due
(Zero Balance Vehicles')- AIl ofthe Zero Balaoce Vehicles shall be
transferred to this Lease immediately at no cost to Lessee and for all
purposes €xcept additional rertal pa5m.ents, whichwill notbe roquired,
and except Article 11(e) will not apply, and shall be treated as vehicles
provided rmder this Lease rafter than ttre 1997 Lease. During the term of
this Lease, additional 1997 kase Vehicles will auain the status of being
overterm, with no additional rental payments due. Upon such wen! such
vehicles sh*l1 be t'eated as Zero Balance Vehicles in acrordance with this
paragraph and shatl !s plac€d under \is Irase accordingly.
Notwitlstanding the foregoing a $35 permonth administrative chaqge is
required on all mch vehicles.
Article 35. a- Immediately upon entering into a new vehiole leasg
AI,C shall establish and deliver to Lesses within thirty (30) days following
the begindng ofthe lease term for zuch vehiclg a vehicle "birth
certificate' in electronic form, with paper backup, providing the following
information:
o Year/make/modelo Business unit locationo Start/end dae of leaseo Leaseid#. Original costo Lease Costo GVWo Start odometer readingo kaseTermo First Inspection Dateo Repair history
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United Water ldaho
Case UW-W-15-0'l
Request No 71 Attach. 2 Lease Agreement ALS
Page 13 of30
b. When any vehicle is returned to ALC, ALC shall at the time of
such delivery of such vehiole provide Clienrt with a signed receipt showirg
the date ofthe return, place of the return, and mi'ls1gs shown on the
odometer. Lessee sffi imFlement aform listing all such iaformation and
shali provide a copy of such formto ALC. Lessee shall instruct its
personnel to obtain signahrre and applicable information on such form
when returning vehicles.
Article 36. a AI,C shall proviCe reports ia electronic format on a
moathly basis and provide Lessee's designated representativ{s) *ith
access to ALC's system in order to review data pertaining to this
Agreement. At a minimurr" the system must be capable of producing the
followjng reports
. Maintenance cost by business unit. Maintenance costs by vehicler Maiuteua:rce costs by region. Resale value captured as a percentage of AMR. TlPe ofrepair of servicingo ]vlanhours plus rateforrepair. Materials cost for repair. Total costforrepaire Who completeil repair (ALC or other vendor). Repair history by vehicle (in chronological order to
track All repairs and servicing ou a given vehicle). Repair history by business unit
b. ALC shall provide sther simi[ar types of reports on request of
Lesseq and Lessee reserves the right to seek suoh similar md msdifisal
reports, which shall be provided by ALC at no additional charge.
Specialty and customized reports requiring any additional programming
(other than a new query) shall be provided by ALC based on a price to be
agreeduponwithlessee in advance of providing any such reports.
c. ByFebnra.-y 1, 2003, ALC shall ddiverto Lessee a report in
electronic format designatiag all vehicles provided pursrant to this Lease.
By April 1, 2003, ALC shail deliver to Lessee a report in electronic format
designating aX, L997 Lease Vehicles on hancl. Such report shall include a1l' of the information listed in Article 3 5 &ove with respect to vehicle birtJr
certif.cates, except tlat the initial odometer reading and first inspection
date shall notbe required with respect to the 1997 Lease Vehicles..
d. The reports to be prepared pr:rsuant tp this agreemed shall be'in
electronic format such as Excel so that the Lessee may domload the data
and prepare customized rqrorts.
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United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 14 of30
Article 37. Lessee shall establish tle standards for preventive
mairtenance vehicles within thirry (30) days following receipt of sa:ne and
shall notify ALC of such standards. .AlQ shall flen cr?ahe a nahtenance
file, to be updated regulariy, for such vehicles. Such preventive
maintenance shall not be less than the standard set forth by the
mauufaclurer, but m-ay be adjusted based on Lessee'S experience with the
vehicles or ocpectation regarding their use. Except in the New YorUl.Iew
Jersey metropolita.n area, the actual mzintenancs ofvehicles is arranged by
the Ixssee's local affiliates. ALC may rrake recomrnendations as to +rho
choice of zubconilractor to perform such local maiateriance work To the
extent ttrat ALC does not perform the maiutenance of vehicles, it is the
Lessee's responsibility to effiure that the maintena:rce information is
communicated to ALC for inchrsion in the maintdnance history. ALC
shall establish reasonable guidelines, in coosultatiou with Lessee, for
noffication to Lessee if ALC does not receive ttre a:rticipated preventive
maintenance ioformation on a timely basis.
Article 38. AI,C has been informed that Lesseg tlrough its
affiIiate companies, has an agreement with Ford Motor Company for
rebates or discounts on all vehicles. ALC shall provide immediate up-
frorit credii on the pricing for each vehicle as and wtren such rebaies or
discounts are confrmed and received by ALC from Ford Motor Company
to reflect such rebates or discounts. The rebate or discouut shall be
separately itemized outhe invoices rendered under this Agreement and
shall be listed as partofSchedule Afor eachvehicle.
Article 39. Dudng the term oftlis Agreement, ALC shall make
available at no additional charge to Lessee up to twenby-two (22) loaner
vehicles outstanding and on the road at any one time; provided, however
that (a) weive (12) of the loaner vehicles shall he perm,anently assigaed to
New York and New Jersey, (b) the vehicles shall be sedans or light tnrcks
only, at ttre discretion of ALC, aad (c) ttre cost of transport of any zuch
loa:rer vehicle shall be the responsibility of Lessee. A-ny such loaner
vehicles shall not be a1616 rh:n six (Q years old.
Article 40. This Agreement shall be governed and conskued in
accordance with the laws of ttre State ofNew fersey. Each parly hereto
for itself and it.zuccessors and assip.s, hereby consents to personal
jurisdiction over it and tlem in the Courts of the State of New fersey and
in the Federal Courts situated in the State ofNew Jersey in c,onnection
with any action or proceedings arising ont of or related to this Agreement.
Any legal action related to this Agreemsfit shall be brought in the Superior
Court ofthe State ofNew Ieisey forthe County of Bergen orinthe United
States Dish'ict Cor-nt for the State of New fersey. Each parry hereto
irrevocably waives, to the fullest extent permitted by law, its right to
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United Water ldaho
Case UW-W-15-01
Request No 71 Aftach. 2 Lease Agreement ALS
Page 15 of 30
' -;-. ; requst a trial by jtuy, ary objection which it may have or hereafier has to
the layihg of the ve,rrre of any such suit, action or poceeding brough h '
, such Coud and any daim that my srch sdt, actiou or prooeeding brougfut
in such a Couthas beenbrought in aninconvenie,:rt forum-
. 15. Exceptsgfu€reitrmsdifidtheAgreement,togettrawiththesche&rlesand
other doq:meots oqnessly refer-encetl thereiq remains in fi:ll force and e{ect. In case of
an; crmflict befween the terms of ttre Agreeme,ut and this Rider, the terms of this Rider
shall control.
INWINESS WEEREOF, ALC andlessee have caused ttrese preseuts to be
executeil as of the.day and year first written above.
INITED WATM. RESOI]RCES INC.
Witness:
AMERICAI{ LEASING CORPORATION
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United Water ldaho
Case UW-W-'|5-01
Request No 71 Attach.2 Lease Agreement ALS
Page 16 of30
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United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 17 of30
FIRST AMENDMENT TO AGREEMENT
This First Amendment to Agreement ("Agreementr') is made as of the _day of
December, 2006,by and between United Water Resources for its affiliates and
subsidiaries listed in Exhibit A ("Lessee") and American Leasing Corporation ("ALC").
WHEREAS, Lessee and ALC are parties to the Motor Vehicle Lease Agreement
and RiderNo. I dated December 1,2002 (the Original Agreement); and
WHEREAS, L,essee and ALC wish to amend the Original Agreement by limiting
the Motor Vehicle Lease Agreement and Rider to the Lessee's subsidiaries and affiliates
identified on Exhibit A and by reducing ALC's maintenance obligation on Lessee
vehicles pursuant to this Agreement and inno event affecting any existing leases in place
with companies other than as listed on Exhibit A; and
WHEREAS, Lessee and ALC agree on the terms and conditions herein set fortll
NOW, THEREFORE, in consideration of the mutual agreements herein contained
the parties agree as follows:
l. The Original Agreement is hereby amended by deleting Paragraph ll,
Article 24 of Rider No. I in its entirety and the following substituted therefor:
This Agreement shall expire on December 31, 2009. The termination,
cancellation or expiration ofthis Agreement shall not affect any vehicles under lease or
on order pursuant hereto at the time of such termination; all such vehicles shall remain
subject to the terms hereof and ALC and Lessee shall have the mutual rights and
obligations provided for herein as to such vehicles.
In the event of a default of any material term or condition of this Agreement by ALC,
Lessee shall give notice of the default to ALC and shall have the right to immediately
terminate this Agreement if, after ttrirty (30) days prior written notice, ALC has not
resolved or taken steps to resolve the default.
2. The Original Agreement is hereby amended by deleting Paragraph 14,
Article 39 of the Rider in its entirety and the following substituted therefor:
ALC shall make available at no charge to Lessee's up to eighteen (18) loaner
vehicles at any one time for those companies listed on Exhibit A provided Lessee
maintains a minimum of three hundred and fifty (350) outstanding leases with ALC. At
the present time ALC has four (4) loaners - one each in the states of Pennsylvaniq
Arkansas, Delaware and Idaho. Whenever the number of ALC vehicles in each of the
four states as of the date of this Agreement falls below a level of fifty (507o) percent of
the existing leases in each state, then that loaner vehicle for that state shall be surendered
to ALC. If Lessee is unable to maintain the 350 minimum referenced herein, ALC shall
reduce the number of loaner vehicles available proportionately. All transfers or
assignment of loaner vehicles must be coordinated in writing with a designated person
from Supply Chain Management of United Water prior to dispatching any loaner vehicles
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G\Operations\Form Libra rlAAmendForm.rd
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease AgreementALS
Page 18 of30
to Lessee' sites. All loaner vehicles shall be sedans or light trucks in good mechanical
repair. The cost oftansport of such loaner vehicle shall be the responsibility of Lessee.
All expenses including preventive and corrective maintenance shall be at ALC's expense
with the firrther understanding and agreement that ALC shall have no responsibility for
corrective maintenance which is required as a result of the neglect or abuse of the vehicle
by Lessee..
3. The Original Agreement is hereby amended by further clarifring Section 2
of American Leasing Pricing Schedule "A" regarding the financing term:
Interest Rate - For the calculation of monthly leasing fees, the applicable interest
rates shall be an annual rate of interest of One-Month LIBOR plus 1.50%. For rate-
setting pu{poses, One-Month LIBOR shall mean the rate as quoted on Reuters Website
the day on which invoices are generated.
Carrying Cost Carryins costs are solely applicable for vehicles where the invoice
payment date to the acceptance date ( both dates as defined hereinafter) is greater than 30
days as a result ofspecial equipment upfits required by the Lessee. Carrying cost shall be
calculated on a per diem basis (360-day-year) beginning on the 30th day following the
invoice payment date at the rate of One-Month LIBOR plus 2.50%. For greater certainty,
Lessee and ALC specifically acknowledge and agree that there will be a grace period
where no carrying costs will be due and charged to Lessee for the first 30 days after the
invoice payment date.
Lessee and ALC frrrther agree that:l. All carrying costs billed shall be substantiated with a calculation schedule
and supporting documentation materializing and conlinning the invoice
date payment satisfactory to the Lessee.2. Copy of these invoices and their supporting documents shall be provided
to Lessee's procurement department.
For rate-setting purposes, One-Month LIBOR shall mean the rate as quoted on
Reuters Website the day invoices are generated..
The invoice payment date is defined as the date when ALC is invoiced for the
vehicle by its supplier excluding Special Equipment upfits which payment for such upfits
shall commence at the time ALC is invoiced on such upfits.
The acceptance date is defined as the date when Lessee accepts the vehicle in its
possession after having all customization work completed to Lessee's requirements.
For example, if a chassis is invoiced to ALC by its supplier on January 1, and
Lessee accepts the upfitted vehicle on January 30ft, there will not be any charges for
carrying cost. However, if a chassis is invoiced to ALC on January l, but the upfrtted
vehicle was not delivered to Lessee until March l, ALC has the right to charge one
month worth of carrying cost in accordance with the calculation method provided herein.
4. This following are hereby added to the Agreement:
G:\Operations\Form Library\AmendForm.rf
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United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 19 of30
Article 41. ALC shall provide a fully functioning e-commerce seryice that is
lntemet accessible and offer the following frrnctions at a minimum:
r Vehicle quote or pricing function. Vehicle orderingr Reporting function to include vehicle inventory and lease financing
infomration
ALC shall deliver a fully functioning e-commerce site with online reporting capabilities
byJune 1,2007.
Article 42. ALC shall provide on a monthly basis to the Lessee
procurement dept a summary lease report with mandatory fields as identified on
Exhibit B until such information is being made available via the e-commerce
service referred to herein.
Article 44. ALC agrees to extend its full cooperation in developing and
implementing a program to market used vehicles to Lessee's employees for resale but
only in accordance with any local, State or Federal regulations. (fhe specific
requirements will be added after the discussion and identification of the requirements).
Article 45. Lessee agrees to pay ALC a net settlement of $7,500 which would
include full payment associated with the UMI decals and a Lessee credit of $3,500 for the
6106-9106 payment of monthly invoices for maintenance fees billed to Lessee. Upon
payment of the $7,500, ALC agrees to waive all expenses and/or claims relating to
Lessee's vehicle decals includir,g any late charges related thereto. ALC waives and
frrther agrees that there are no outstanding or overdue late charges related to the Original
Agreement and/or to this Agreement as ofthe date this Agreement was executed.
Article 46. Disputed Bitling Procedure: Lessee shall notiff ALC of billing
disputes within 30 days of receipt of the invoice. ALC shall provide a written response
within 15 days from notification by Lessee. Payment shall be withheld for the disputed
invoice until such dispute can be reconciled by Lessee.
Article 47. Lessor and Lessee agree that it will prepare Standard Operating
Procedures that will be executed by both Lessor and Lessee and followed with respect to
the Order and Authorization Procedure and specific administration of this Agreement.
Article 48. In the event that any controversy, claim, dispute or conflict (the*Dispute') over any terms and conditions outlined in this Agreement, billing or
otherwise, which cannot be resolved by Senior Management for both Lessor and Lessee
discussing the Dispute, then either Lessor or Lessee may submit such Dispute to
arbitration in the manner hereinafter set forth, which submission shall be binding upon
the non-moving parly.
The party initiating arbitration shall give written notice to the other party, setting
forth in such notice in adequate detail the nahue of the Dispute, and the remedy sought
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G:\Operations\Form Libra4AAmendFotm.rtf
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 20 of 30
by such arbitration proceedings, and, within twenty (20) calendar days from receipt of
such notice, the party receiving such notice, shall, by written notice to the noticing party,
deliver its own statement of the matter at issue and set forth in adequate detail additional
related matters or issues, if any, to be arbinated. Thereafter, the party first submitting its
statement of the matter at issue shall have twenty (20) calendar days in which to submit a
rebuttal statement to the other party.
Within ten (10) calendar days following the submission of the rebuttal statement,
the parties, acting through their attorneys, shall meet to select an arbitrator from the
American Arbitration Association who is qualified and eligible to serve as hereinafter
provided. The parties shall take turns striking names from the list of arbitrators furnished
by the American Arbitration Association and the last name remaining on said list shall be
the neutral arbitrator. The arbitrators shall be persons skilled and experienced in the field
which gives rise to the Dispute.
The Arbitation proceeding shall be govemed by the rules and practice of the
American Arbitration Association, from time to time in force, except that if such rules
and practice, as modified herein, shall conflict with the New Jersey Rules of Civil
Procedure or any other provision ofNew Jersey law then in force which are specifically
applicable to arbitration proceedings, such New Jersey rules and provisions shall govem.
This agreement to arbitrate shall be specifically enforceable and the award of the
arbitrators shall be final and binding upon the parties to the extent provided by the laws
of the State of New Jersey. Any award may be entered into any Court in the State of
New Jersey having jurisdiction thereof.
The fees and expenses of the arbitrator and the American Arbitation Association,
if any, shall be bome equally by the parties. All other expenses and costs of the
arbitration shall be borne by the party incuning the expense.
5. Except as specifically amended herein, the Original Agreement shall
remain in full force and effect in accordance with its terms.
6. This Agreement shall be govemed by and construed and enforced in
accordance with the laws of the State of New Jersey.
7. This Agreement may be siped in any number of counterparts with the
same effect as if the signatures thereto and hereto were upon the same instument.
L If there is any inconsistency between this Agreement and the Original
Agreement, the terms and conditions reflected herein shall prevail.
G:\Operations\Form LibrarlAAmendForm.rE
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United Water ldaho
Case UW-W-15{1
Request No 71 Attach. 2 Lease Agreement ALS
Page 21 of 30
IN WITNESS WHEREOF, the prties hercto have executed this amendment as of the
date above written.
United Water Resources Inc.
Bvi .T frcuu".
G:Pperafior$\Fom l^ibr.CrAAredForur.(f
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Request No 71 Attach. 2 Lease Agreement ALS
Page 22 ol 30
E}GIIBITA
Lisl of aniled Water Resowce's alfiliates and subsidiaries
The affiliates and subsidiaries of Lessee covered under this Agreement are:
StreetAddress: Phone
110 Kent Road, Rte 7
NewMilford,CT 06776
United Water Hoboken Inc. a/k/a 60 DeVoe Place. Phone: [phone]
Hoboken Water Services Hackensack, NJ 07601
United Water Hoboken Inc. a/k/a 60 DeVoe Phone: [phone]
Leeal Name:
United Water Connecticut Inc.
Hoboken Water Services
United Water Lambertville Inc.
United Water Matchaponix Inc.
United Water Mid-Atlantic Inc.
United WaterNew Jersey Inc.
United Water New Rochelle Inc.
United WaterNew York Inc.
United Water Operations Inc.
United Water Owego Inc./United
Water Nichols Inc.
United Water Princeton Meadows
Inc.
United Water Rhode Island Inc.
United Water Services Jersey City
Inc. alVaUnited Water Jersey City
United Water Toms River Inc.
PlaceHackensack, NJ
0760t
26 Coryell St.P.O. Box Phone: [phone]
l26lambertville, NJ
08530
Phone: [phone]
I I I Howard Blvd, Suite Phone: [phone]
203Mt. Arlington, NJ
07856
200 Lake Shore Dr. Phone: [phone]
Haworth, NJ 07641
2i25PalmerAvenue, Phone:[phone]
New Rochelle, NY
10801
360 WestNyack Rd. Phone: [phone]
WestNyack, NY 10994
1045 Westfield Ave.P.O. Phone: [phone]
Box 1885 Rahway, NJ
07065
575 E. Main St.Owego, Phone: [phone]
NY 13827
Phone: [phone]
17 Amold St.Wakefield, Phone: [phone]
Rr 02880
l50WarrenSt. Jersey Phone: [phone]
City, NJ 07302
P.O. Box 668Toms River, Phone: [phone]
NJ 08754
In the event of Contract cancellation and/or termination, Lessee reserve the right to
correct amend, add, and delete the entities throughout the dtration of the Agreement. In
no event shall Lessee be permitted to delete the entities referenced herein for the term of
this Agreement to provide opportunities to ALC competitors.
G:\Operations\Fotm LibrarliAmendForm.rff
-6-
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 2 Lease Agreement ALS
Page 23 of 30
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United Water ldaho
Case UWI-W-15-01
Request No 71 Attach.2 Lease AgreementALS
Page 24 of 30
Amenclment to Master Lease Agreenent
Liquidity Adjustments
July 1,2009
This is a Second Arnendment to that certain Master Lease Agreement by and between
American Leashg Corporation ("ALC") and United V[ater Resources for its afiiliates
and subsidiaries identified in the First Amendrnent ('UWR").
Whertas, ALC and UWR entered into a cefiain Master Lease Agreeruerrt dated
December 1,2002,
Wlrereas, ALC and lfWRenteled into a First Amendment dated Decernber 2006; and
Wher€as, the Master Lease Agreement and the First Amendrnent are collectively refer:'ed
to herein as the "Agteement".
1. The Agreement together with its rcspective Rate Schedules remains in full force
and effect except as modified lrerein,
2. Fot all Vehicles on lease United Water Resources agrees to the following
financing tenns:
Interest Rate - For tlre calculation of monthly leasing fees, the applicable interest
r':tirrJl*t, be an annual rate of interest of One-tvtffi the margin listed
a. Ior all existing vehicle leases and new vehicle leases up to $45,000 of total
capitalized cost, a margin of 300 basis points will be added to the interest mte.
b. For all new vehicle leases over $45,000 oftotal capitalized cost, a margin of
350 basis points will be added to the intercst rate.
c. For all existing equipnent leases, a matgin of 450 basis points will be added
to the interest rate. Additionally there will be 3% up charge on the acquisition
costs,
d. For all new equiprnent leases, a margin of 500 basis points rvill be added to
the interest rate. Additionally thele will be 3% up charge on the acquisition
costs.
3. This Amendment shall be governed by and construed and enforrced in accordance
with the laws of the State of New Jersey.
United Water ldaho
Case UW-W-15{1 Reguest No 71 Attach. 2 Lease AgreementALS
Page 25 of 30
4. This Amendment may be signed in any number of counterpafis with the same
effect as if the signatures thereto and heteto were upon the same instrument
IN WITNBSS WHEREOF, the parties hereto have executed this amendment as of
the date above written.
AMERJCAN LEASING CORPORATION
,,, @hfi,14,*-
Arthur Steven Lewis, CEO
Effective Date: August 1.2009,
UNITDD WATER RESOURCES AND
ALL SUBSIDIARY COMPANIES
,r, "{,lrrU (-
Corporate @tcer
United Water ldaho
Case UW-W-15-01
Lee. Ghristopher
Request No 71 Attach. 2 Lease Agreement ALS
Page 26 of 30
From:
Sent:
To:
Cc:
SubJect:
Attachments:
Lee, Christopher
Wednesday, July 0'1, 2009 10:02 AM
'aslewis@ame rlease.com'
lmbornoni, Herb; Algranati, Michael
FW: Relief Meeting
United Water June 2009,pdf
Mr. Lewis,
Likewlse lt was a pleasure meeting you and your team. I hope that we are off to a good start,
Just to clarlff your proposal, can you confirm lf my understanding below ls correct?
Tvpe Exlstlne Rates New Proposed Rates
All exlsting vehicle leases + any new
vehicle leases upto 545000 and upto
60 months
1-month Llbor + 1.5%l-month Libor + 3%
New vehicle leases over 545000 l-month Libor + 1.5%l-month Llbor + 3.5%
All existing equipment leases t-month Libor + 3% + 3% upcharge on
acqulsltion cost
l-month Llbor + 4.5% + 3% upcharge
on acquisition cost
All new equipment leases 1-month Llbor + 3% + 3% upcharge on
acouisition cost
l-month Libor + 5% + 3% upcharge on
acouisitlon cost
Rgds,
Christopher Lee, C.P,IvI,
Supply Chain Managenent
'1.201-225-5134
From : Arthur Steven Lewls [mailto: [e-mail]]
Sent: Monday, June 29, 2009 1:01 PM
To: Lee, Christopher
subJect Rellef Meeflng
Mr. Lee -
Please see attached.
ARTHUR STEVEN LEWIS
Americon Leosing Corporotion
20 North Pork Street
Eost Oronge. NJ 07017
Phona 973-674-5670Fox: 973-674-1177
United Water ldaho
Case UW-W-15-01
Request No 71 Aftach. 2 Lease Agreement ALS
Page 27 of 30
Anhur steven tavir
ChairnEn
Chief Exe(utve Otricer
20 North Pa* $reea
East Orange, NewJe6g/ 070 I 7
Tet: let3l 674-5670
Fax: l9?ll 67+-1177
via internet hilp:/ 4 {irw.amerlease.com
Anrerlcan
LenslngCorporetlon
June 29, 2009
Mr. Chrlstopher Lee, C.P.M.
Director
Supply Chaln Management
United Water
700 Klnderkamack Road
Oradell, New Jersey 47649
Dear Chrls:
It was a pleasurc to meet wlth you, and Mr. Algranatl and Mr. Imbornonl for our
"Relief' meetng. Not only was the food excellent, I thlnk much was
accompllshed ln respect to our ongolng and long term commiunent to servlclng
and underctandlng UniEd Wate/s leaslng needs.
As we dlscussed on the lnterest rates - al! current fleet wlll be lncreased t Vzo/o
monthly. New oders wlll be at the same lncrease o<cept for larger trucks over
$45,000 whlch will lncrease by 2o/o, As hr as equipment such as heaw
equlpment, currently at 3ol0, the cunent fleet lncrease will be the same t 1/zo/o.
Howerier, on new orders we request 2olo lncrease on this equipment also.
I appreclate your understandlng our sltuatlon, and our deslre to continue our
long term relatlonshlp.
Thank you for your buslness!ffiw
ASL:Jar
United Water ldaho
Case UW-W-15-01
Lee. ChristoDher
Request No 71 Attach. 2 Lease Agreement ALS
Page 28 of 30
From:
Sent:
IO:
Cc:
Sublect:
lmparato, Ed
Thursday, September 10, 2009 2:00 PM
Lee, Christopher
Algranati, Mlchaet; lmbornonl, Herb
RE: Cost of Bonowed Funds Addendum
Either myself or Mike.
ed
-----0rl81nal Message- ----
From: Lee, Chrlstopher
Sent: Thursday, september 10, 2og9 2:80 PM
To: Imparato, Ed
Cc: Algranatl, Mlchael; Imbornonl, Herb
Subject: RE: Cost of Borrowed Funds Addendum
Ed,
Thank you for your qutck repIy. should I send the addendum to you for slgnatures when I
recelve the updated verslonl How about the amendment for Amerlcan Leaslngi
Rgds,
Chrlstopher Lee, C.P.1,4.
Supply Chaln ManagementT. 20L-225-5t34
Chrlstophen. Le@nltedwater. com
---- -Origlnal Message---- -
From: Imparato, Ed
Sent: Thursday, September 10, 2009 1:55 PM
To: Lee, Chrlstopher
Cc: Algranatl, Michael; Imbornonl, Herb
Subject: RE: Cost of Borroled Funds Addendum
0k. Accept thls emall as authorlzation to move forward. I want to be sure we contlnue to
monltor these changes and re-set the prices should the markets change.
Ed
-- - - -Onlglnal l'lessage- - -- -
From: Lee, ChristopherSent: Thunsday, September 10, 2OO9 1254 PMTo: Imparato, Ed
Cc: Algranatl, Mtchael; Imbornonl, Herb
SubJect: FW: Cost of Borroved Funds Addendum
Ed,
I think that addlng the language below to the amendment wlll allevlate your concern about
contlnulng to pay higher nate after the credit market condition lmproves.
United Water ldaho
Case UW-W-'|5-01 Request No 71 Attach. 2 Lease Agreement ALS
Page 29 of 30
Rgds,
Chrlstopher Lee, C.P.M,
Supply Chaln Managementr, 207-225-5L34
Christopher. Leg@unltedwater, com
-----Origlnal l4essage---- -
From : Judy. J ackman@l easeplan . com [mailto : 3udy. J ackman@leaseplan . com]
Sent: Thursday, September 10, 2gO9 Li37 Pn
Tor Lee, Chnistopher
SubJect: Cost of Borrowed runds Addendum
Hi Chris,
I recelved your voice mall regardlng the temporary rate. LeaseP1an USA
agrees to add to the addendum the following:
Please note that the interest rate w111 be reviewed by Lessor wlth Lesseeperiodlcally for changes in cost of borrowed funds
LeasePlan's legal team is making the changes now and will resend to me.
Once f receive it, I'I1 forward to you.
As an aside,I also wanted to let you know that LeasePlan's executive management team
has glven their guarantee that on a perlodic basis, an email will be sent
out with updates on the market and where LeaseP1an stands.
Ne are hopeful that this adJustment will a1lm us to move fonlard.
Thank you,
Judy Jackman
Cllent Relations VP, Northeast Reglon
LeasePIan USA
9001 Elm StreetBrecksvllle, OH 44L4t"ft's easier to LeasePlan"
Phone:440-838-O'OO
To11 Free: 800-457-8721 Ext. 8790ceII: 2L6-272-7287Fax: [phone]
Emall : I udv.'l ackmanl0leaseplan. comtlebsite:
,-
This message (lncluding any attachments) is confldential and may be privlleged. If you have
received it by mlstake please notify the sender by neturn e-malI and delete this message fromyour system. Any unauthonized use or dlssemination of thls message ln whole or in part isstnictly prohibited. PIease note that e-mails are susceptlble to change. LeasePlan
Corporatlon N.V. (lncludlng its group companles) shall not be responsible nor liable for theproper and complete tnansmlssion of the informatlon contained in this communlcatlon non for
any delay ln its receipt or damage to your system. LeasePlan Conporatlon N.V. (or lts group
United Water ldaho
Case UWI-W-'|5-01
Lee. Christopher
Request No 71 Attach. 2 Lease Agreement ALS
Page 30 of 30
From:
Sent:
To:
SubJect:
Attachments;
lmportance:
Campbell, Mary
Tuesday, August 25, 2009 11:21 AM
lmbornoni, Herb; Lee, Christopher
FW: American Leasing Contract Amendment
Unlted Water Amendment to Master Lease (Z).doc; ALC Master Agreement.pdf; ALC Contract
First Amendment.pdf
High
Herb, Chris: See my comments to the amendment. Note, I am unsure why we are lncreasing rates when we have
entered lnto a blndlng agreement until December 31, 2009. The vendor assumed the risk as we did when we entered
into the contract. lf prices were decreased, we would not benefit as ALC would argue that we made a binding contract
and until the contract expires the pricing remalns flxed. Also, I believe this Agreement and Leaseplan agreement were
revlewed and approved by conslderation/investment committee because of the spend amount, the increase ln priclng
should be reviewed and approved by the committee lf lt ls belng increased.
Mary
From: tmbornonl, Herb
Sent: Frlday, August 21, 2009 1f:46 AM
To: Campbell, Mary
Cc: Lee, Chrlstopher
SubJecH FW: Amerlcan Leaslng Contract Amendment
Impoftance: High
Mary,
Please respond as soon as you can as lt's important to execute this amendment and a similar amendment also sent 8/14
ln another email from Chris for LeasePlan,
Ibr6
From: Lee, Christopher
Sent: Frlday, August 14, 2009 3:57 PM
To: Campbell, Mary
Cc: Imbornoni, Herbl Algranati, Michael
Subject: Amerlcan Leaslng Contract Amendment
Mary,
The attached ls the amendment draft for ALC contract,
Similar to LeasePlan, ALC also asked for rate relief due to tightening credit market, Their rate lncreases will affect the
existing leases as well as the new ones. We've negotiated the terms and believe that we are ready to move forward
with thls pending change.
Can you review the attached amendment draft and advise lf we can move forward?
Agaln for your reference, l've included a copy of orlglnal contract and subsequent amendments.
Thanks,
I
United Water ldaho
Case U\M-W-'|5-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 1 of58
r,%***LeasePlan
-.--/
March 14,2006
Mr. Christopher Lee
United Water, lnc.
200 Old Hook Rd.
Harrington Park, NJ 07640-1716
Dear Mr. Lee:
Enclosed for your review are two sets of contracts containing the following documents:
o Vehicle Lease Agreement. Accommodation Sales Addendumo Certification. Schedule Ao Capitalized Cost Scheduleo Schedule C - Rental Schedule. Fleet Management Services Agreement. Fleet Management Services Program-Set-Up/Schedule of Fees
ro Addendum to the Vehicle Lease Agreement
*. Addendum to Fleet Management Services Agreemento ReDrive Addendum (employees & customers). ReDrive Addendum (client owned)
ln order to expedite the set up process for your Leasing and Fleet Management program,
please sign and return all original documents to my attention. I will, in turn, send you
completely executed documents for your records. Also, enclosed is an insurance
information sheet that needs to be completed and returned.
lf you have any questions, please do not hesitate to contact us.
l"w
Contract Specialist
enc.
LeasePlan USA ' I 165 Sanctuary Par kway . Alpharetta, GA 3AA04
Nelia lara . Phone [phone] . Fax 67&921-4723 . e-mail neiia.vara@leaseplan com
L.osCPIon USA
fiSfunauryfofuny.AEy'tr,ref.tu,furgfuojm4cTdephoneVo.gt 3gtogo.tollFt?€r{tro.1-lPu5r''r.Fox67&2o2$tw
United Water ldaho
Case U\M-W-15-01
#""*t!k'LeasePlan
-.--l
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 2 of 58
May 1, 2006
Mr. Christopher Lee
United Water, !nc.
200 Old Hook Rd.
Harrington Park, NJ 07640-1716
Dear Mr. Lee:
We would like to extend our thanks for your interest in LeasePlan. Enclosed is a fully
executed set of documents for your records.
have any questions, please do not hesitate to contact us.
&irr.
Contract Specialist
enc.
LeasePlan USA , 1165 Sanctuary Parkway . Alpharetta, GA 3A004
Nelia Vara . Phone [phone] . Fax [phone] . e-mail nelia.varct@leaseplan com
LeosePlon USA
,1655anctwry fu*vroy. Alphoet[ ceory'o o 3w4olebphoneVeg63gngo.Toll Ftee r,flcp.4.1"pu5;p.-r. tux677-2o2g7oo
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 3 of 58
d*ru-*LeasePlan'Tr*/
ADDENDUM
Thls Addendum dated March 14, 2006, is attached to and specifically incorporated in that certain
Vehicle Lease Agreement dated, December 20, 2005, between LEASE PLAN U.S.A., lNG. ("Lesso/') and
UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENIFIED ON EXHIBIT A ("Lessee").
SECTION I. LEASE
Ihts Secfion has been revised asfollows:
Unless othen*ise agreed to, the Lessee agrees to lease from the Lessor each new motor vehicle
identified and described in each Schedule A executed herewith together with any additional Schedules
A which may hereafter be executed by Lessee (hereinafter referred to collectively as'Leased Vehicles"
and individually as "Leased Vehicle') for the period and upon the covenants, rentals and conditions set
out herein and in any Schedule attached hereto. Lessee acknowledges that, based upon Lessor's
evaluatlon of Lessee's financlal condltlon, Lessor may establish from time-to-time a cap bassd
upon Lessee's financial condition, of Leased Vehicles which Lessee may have under leass at
any time with Lessor, and Lessor shall not be obligated to add vehicles as Leased Vehicles in
excess of that cap.
SECTION 2. OWNERSHIP
The following language has been added to the beginning of this Sectlon:
"Unless otherwise specified in a separate agreement between the parties....."
SECTION 3. LEASE TERM
Ihe second sentence of this Secfion rc revised as follows:
Lessee has the sole option, but not an obligation to renew this Agreement on a month-to.month basis.
SECTION 4. RENTAL PAYITIENTS
Ihe second sentence of this Secfibn rs revised as follows:
The rental charges shall be paid by Lessee monthly in United States funds not later than 30 days after
receipt of a correct, regular monthly invoice from Lessor at Lessor's office as stated above or at such
other place as Lessor may designate in writing; in the event Lessee believes that an lnvolce is
incorrect, Lessee shall be obligated to notify Lessorwithln 15 days of receipt.
SECTION 5. OTHER CHARGES
Ilre second sentence of this Sectbn is revised as follows:
lf the Lessee fails to make any monthly rental payment or fails to make any other payment required
under this Lease when due [within thirty (30) days of receipt of regular monthly invoice from Lessor],
Whether during the applicable period within which a default may be cured or for a longer period, Lessee
shall pay to Lessor an amount equal to two percent 2% per month (or the highest lawful rate, whichever
is less) of the overdue rent or additional sums, as the case may be, for the period of time during which
such rent or additional sum is overdue.
United Water ldaho
Case U\M-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 4 of 58
l*%.-LeasePtan
---/
SECTTON 7. OPERATION OF LEASED VEHICLES
The following language has been added to the beginning of this Section:
"Unless otherwise specified in a separate agreement between the partles....."
The firct and second sentences of this section are revised as follows:
All registrations, license plates and any other or additional such plates, permits or licenses or any similar
requirements or any governmental authority for any Leased Vehicle required to be obtained in the name
of Lessor or otherwise shall be obtained directly by Lessor at its sole expense. Lessor and Lessee
shall comply with all federal, state, county and municipal statues, ordinances and regulations which may
be applicable to the leasing, use, insuring or operation of the Leased Vehicles hereunder, and shall
prepare and furnish to Lessor all documents, retums or forms legally required thereunder.
SECTION 8. IMPROVEMENT AND MAINTENANCE OF LEASED VEHICLES
The following language has been added to the beginning of this Section:
"Unless othelise specilied in a separate agreement between the parties....."
The seand sentence of this Section rs revised as follows:
Lessee and Lessor shall comply with any governmental requirements affecting the maintenance,
operation or use of the Leased Vehicles including without limitation any changes in, additions to or
safeguards therein to keep the Leased Vehicles in such compliance.
SECTION 10. WARRANTY DISCLAIMER
The fourth sentence of fhis Secfion rls revr'sed as follows:
Lessor shall permit Lessee to enforce in Lessee's name any and all wananties made by the
manufacturer of any Leased Vehicle and shall provade all reasonable assistance requested by
Lessee in enforcing such warmnties, but Lessor assumes no responsibility whatsoever for
compliance therewith by such manufacturer.
SECTION 11. PUBLIC LIABILITY INSURANCE INDEMNIFIATION
Ihis Sec&bn is deleted in its entirety and replaced as fol/ows:
Motor vehicle public liability insurance in an amount not less than $2,000,000 combined single limit per
occurrence shall be provided by Lessee at its sole cost and expense throughout the term of this Lease
as to each Leased Vehicle. The insurance policy or policies providing the foregoing coverage: (i) shall
be written by an insurance company or companies reasonably satisfactory to Lessor and authorized to
transact business in all of the states in which the Leased Vehicles will be used or operated; (ii) shall
name Lessor and Lessee as an additiona! insured; ; (iii) shall protect the anterest of Lessor and Lessee
including their authorized drivers, with respect to the liabilig for injuries to or the death of third persons
and damage to or loss of property of third persons resulting from the ownership, maintenance, use or
operation of the Leased Vehicles; (iv) shall provide endorsement or othenryise that the coverage shall be
primary coverage as to Lessor, except where Lessor's insurance shall be primary as specified in this
Agreement; and (v) shall provide that the insurance company or companies issuing such policy or
policies shall notify Lessor of any cancellation thereof at least thirty (30) days prior thereto, except
ten('t0) days notice for non-payment of premium. Lessee shall fumish Lessor with a certificate(s) of
insurance as or other evidence of such insurance coverage.
Notwithstanding that Lessee shall provide certain insurance hereunder, Lessee does hereby agree to
defend, indemnify, protect and hold harmless Lessor and any assignee of Lessor and their employees,
United Water ldaho
Case UW-W-15-01
Request No 7'l Attach. 3 Lease Agreement LEASE PLAN
Page 5 of 58
td' .
LeasePlana-/
from and against any and all losses, liabilities (including, without limitation, strict liability imposed by law)
damages, injuries, claims, demands and expenses (including legal expenses) of whatsoever kind and
nature, resulting from or arising out of the use, condition (including, without limitation, latent and other
defects whether or not discoverable by Lessor), operation or ownership of any Leased Vehicle
Provided however, such indemnity shall not apply to the extent of Lessor's negligence or willful
misconduct, and shall not apply to the extent arising out of any repair or maintenance work performed
by Lessor or its agents and employees on any of the vehicles.
Lessor shall indemnify and hold harmless Lessee and Lessee's agents and employees against all loss
or liability (including reasonable costs and attomeys fees) arising out of or connected with Lessor's
performance of trcnsportation, repair or maintenance of the vehicles by Lessor or its agents; provided,
however, (i) such indemnity shall not apply to the extent of Lessee's negligence or willful misconduct;
and (ii) such indemnity shall be limited for any one occurence to the following: (x) the amount of
Lessee's deductible under its insurance policies on the vehicles (stipulated to be no more than $250,000
per occurrence) to the extent that liability arises out ol the negligence, gross negligence or willful
misconduct of Lessor or its agents; and (y) proceeds of insurance, if any. Parties retained directly and
solely by Lessee for transport, maintenance or repair of vehicles shall not be deemed to be agents of
Lessor for purposes of this paragraph. Notwithstanding the foregoing, however, Lessor shall at all times
provide insurance coverage of the following types for vehicles being repaired, maintained or transported
by Lessor or its agents, and for vehicles under the custody and control of Lessor or Lessor's agents:
workers compensation with not less than $100,000 limit, and employers liability with not less than
$100,000 limit. The insurance to be provided by Lessor shall be primary to the extent it arises out of
Lessol's liabilig hereunder, and United Water lnc., its affiliates and subsidiaries identified on Exhibit A
shall be included as an additional insured with respect to the activities referenced in this paragraph."
SECTION .I2. COLLISION AND COMPREHENSIVE DAMAGE INSURANCE
This Section is deleted in its entirety and replaced as follows:
Upon written request of Lessor, Lessee at its sole cost and expense shall provide collision and
comprehensive automobile physical damage insurance on each Leased Vehicle. The insurance policy
providing the foregoing coverages: (i) shall be written in standard form by an insurance company
reasonably acceptable to Lessor; (ii) shall be in an amount not less than Lessois unamortized value of
the Leased Vehicle determined in accordance with he applicable Schedule C; and (iii) shall provide for
loss payable to Lessor and Lessee as their interests may appear. Notwithstanding any other
requirements in this Agreement, Lessee has the option of self-insuring this exposure.
lf such insurance is not required by Lessor or if any Leased Vehicle is not fully covered by any such
insurance for any reason whatsoever, Lessee assumes and agrees to indemnify, protect and hold
harmless Lessor and any assignee of Lessor, from any loss, damage, thefi or destruction of any Leased
Vehicle. ln the event of any such loss, damage, theft or destruction, Lessee shall either repair such unit
or pay the amount of any reparable damage directly to Lessor, or, in the case of any loss, damage
beyond repair, theft or destruction, pay directly to Lessor Lessor's capitalized cost of such vehicle as
specified on the applicable Schedule A, less amortization charges set forth in the applicable Schedule C
to the date of such loss, damage beyond repair, theft or destruction. Lessee shall be relieved of this
obligation with respect to claims arising when vehicles are being repaired, maintained or transported by
Lessor or its agents, and for vehicles under the custody and control of Lessor or Lessor's agents.
SECTION 14. ADDITIONAL OR REPLACEMENT EQUIPMENT
This Section is deleted in its entire$ and replaced as follows:
Upon the request of Lessee, Lessor shall from time to time purchase additional or replacement motor
vehicles for lease to Lessee hereundeq and as each subsequent purchase is made a new Schedule A,
'l>D
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 6 of 58
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appropriately designated, will be executed listing such new acquisition. Upon delivery by Lessor to
Lessee of any such additional or replacement motor vehicles, the same shall be subject to all of the
terms and conditions of this Agreement.
SECTION 15. SURRENDER OF LEASED VEHICLES
The following language has been added to the end of the first paragraph of this Section:
"An email from Lessee lndlcatlng the surrender shall be an acceptable form of written notice."
The fifrh sentence from the seand pangraph of this Section is revised as follows:
The Net Proceeds from the sale of any Leased Vehicles shall be payable to Lessor no later than sixty
(60) days from the date of sale.
The last paragraph of this Section ls revised as fol/ows:
Upon surrender of Leased Vehicles hereunder, Lessee shall deliver the sunendered Leased Vehicles
(whether automobiles or trucks) to Lessor: (i) in the same condition and appearance as when received,
ordinary wear and tear excepted; (ii) free from collision or other physical damage; (iii) free from loss of
parts, tires, equipment and accessories: and (iv) together with any replacement parts, changes in or
improvements to the Leased Vehicles made by Lessee or Lessor.
SECTION I6. RELATIONSHIP OF THE PARTIES
The first and third sentences of tftls Secfrbn are revlsed as follows:
Lessor and Lessee agree that this Lease is and is intended to be construed as a lease, and Lessee
acknowledges that it has no right, title or interest in any of the Leased Vehicles leased hereunder except
for its rights as Lessee hereunder, or if Lessee purchases Leased Vehicles as part of the Vehicle
purchase program.
Ihe lasf seate nce of the first paragraph is rev,sed as follows:
Except as set forth herein, Lessee shall not, for any purposes, at any time, be or be construed to be
the agent of Lessor or of any assignee of Lessor.
The following language has been added as the last paragraph of this Sectlon:
"None of Legsoros agents, sewants or employees shal! be deemed to be the agents, servants or
employees of Lessee or of any assignee of Lessee, and Lessee shall not be responsible for the
acts or omiesions of Lessor, or of any of its officers, agenG or employees. Ercept as set foilh
herein, Lessor shall not, for any purposes, at any time, be or be construed to the agent of Lessee
or of any assignee of Lessee."
SECTION 17. FURNISHING OF INFORilIATION; FINANGIAL STATEMENTS:
Ihe second se ntence of this Secfrbn rc rey'rsed as follows:
As long as any Leased Vehicle remains under this Agreement, Lessee shall furnish Lessor as soon as
possible but in no event more than one hundred twenty (120) days after the end of each fiscal year of
Lessee, a statement of Lessee's eamings and financial condition, certified by independent certified
public accountants, if available, or if not, certified by the chief financial officer of Lessee.
D9
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 7 of 58
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SECTION 18. FINANGING: ASSIGNMENT
The last sentence of the first pangnph ls rewbed as follows:
Upon any such Assignment by Lessor, the right of such Assignee to receive such rentals, and other
amounts payable to Lessor hereunder, including, without limitation, the proceeds of sale of the Leased
Vehicles, the purchase and ownership of which have been financed by such Assignee, and any
deficiency payable by Lessee with respect to such sale, as well as any other rights of such Assignee by
virtue of such assignment provided that such obligations remain with Assignor.
The following pangraph has been added to f/tis Section.-
"Notwithstanding the foregoing restriction on assignments, Lessee may asslgn thls Agreement
to an affiliate of Lessee, subject to the consent of Lessor, which consent may not be
unreasonably withheld, delaysd or conditioned. Lessor shall not withhold iG consent if (i) its
flnanclng aource approves the assignment; and (ii) the financia! condition of the asslgnee and
co-obllgorc wlth the asslgnee are together substantlally comparable ln flnanclal condltlon to that
of the assignor at the inception of this Lease."
SECTION 20. DEFAULT
The following suFsections are revlsed as follows:
(a) The Lessee fails to pay any amount including rental payments, due hereunder, and continues to
fail to pay for thirty (30) days after payment is due;
(c) Any insurance coverage required hereunder is canceled, or the Lessee is determined to be an
uninsurable risk by an insurer, and the Lessee is unable to provlde replacement insurance;
(f) The Lessee fails to perform any other obligations under the Lease after thirty (30) days written
notice thereof;
(h) The interest of Lessee in this Lease shall be sold under execution or under any other legal
provision devolve upon or pass to any other person or persons other than Lessee;
The following language has been added to fhis Section:
"Lessor has a duty to mitigate its damages in the event of Lessee's Default.
ln the event any one or mone of the following events shal! have occurred and shall not have been
remedled as herelnafter provlded:(a) Any inaurance covelage required hereunder ls canceled, or
the Lessor ig determined to be an unlnsurable rlsk by an lnsurer, and the Lessor is unable to
prcvide replacement ansuranco;(b) Lessorfails to perform or comply wlth any materla! obllgation
and fails to remedy such hilure within 30 days after written notlce of lts fallurc (or, ll a longer
period is reasonably required to remedy such fallure, the tlme rcquared to remedy such failure so
long as the Lessor promptty commences and diligently purcue3 the remedy, and keeps Lessee
informed, in writing, of its progress.
Lessor shall be responslble to Lessee for any and all costs and damages associated with or in
connection with Lessor's breach and Leesee shall have any and all remedies available to lt In
law and equity for the recovory of such costs and damages arising out of Lessor's breach. "
Ihe ,asf sente ne of the last pangnph of this Sectrbn is revised as follows:
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 8 of 58
/-*k**LeaseFfin
-=-/The Lessee agrees to be liable for all expenses incuned by the Lessor in connection r,vith the collection
or enforcement of any of Lessee's obligations under this Lease or in connection with the repossession
of any Leased Vehicle, including (but not limited to) storage expense, transportation expenses of the
Leased Vehicles to aid in their disposal, travel and lodging expenses and reasonable attomeys' fees in
the amount of 150/o of any amount due hereunder if collected by law or through an attomey at law'
SECTION 22. SUCCESSORS AND ASSIGNS
This Section ls revised as follows:
All covenants, agreements, representations and wananties in this Lease contained and made by and on
behalf of Lessor and the Lessee respectively, shall be binding on, and inure to the benefit of, the
respective successors and permitted assigns of the parties hereto. Subject to Lessol's written consent
(which may be granted or withheld in Lessor's sole reasonable discretion), Lessee may anange the
termination of one or more Schedule As and the purchase from Lessor by a third party of the Leased
Vehicles subject thereto, provided, however, Lessee acknowledges that, in consideration therefore,
Lessor may charge Lessee and/or such third par$, in addition to the unamortized capital cost of the
Leased Vehicles, a fee to compensate Lessor for its lost profits and its administrative expenses in
processing such transfer.
SECTION 23. INCLUSIVENESS OF TERTI'S
The following pangnph has been added to this Secfibn:
"lf Lessor should be in default of any provbion of this Agreement, and such default, unless a
shorter perlod of time is prescribed elsewhere in the Agreement shall not be cured by Lessor
within twenty (20) days of Lessee's giving Lessor written notice thereof, then Lessee, in addition
to any other rcmedies lt may have under thls Agreement, may terminate this Agreement effective
immediately and collect from Lessor any damages resultlng from such default and termination."
SECTION 25. GENERAL
Ihis Secflon deleted in its entirety and replaced as follows:
This Lease is executed and shall be construed and enforced in accordance with the laws of the State of
New York. Time is of the essence with respect to this Lease. The section headings contained herein
are inserted for convenience only, and shall not control or affect the meaning or construction of any of
the provisions hereof. This Lease constitutes the entire agreement between the Lessor and Lessee,
and no other agreement in any way modifying any of the terms hereof will be binding upon the Lessor
unless made in writing and signed by the Lessor. lf any of the provisions hereof are determined to be
invalid, illegal, or unenforceable, the remaining provisions of the Lease shall not be affected thereby.
Lessofs or Lessee's failure, at any time or times hereafter, to require strict performance by the
defaulting party of any provision of this Lease shall not waive, afiect or diminish any right of the non-
defaultlng party thereafter to demand strict compliance and pericrmance therewith. Nothing
contained in this Lease Agreement shall be deemed or construed to release or waive any of the right or
obligations of Lessor or Lessee under this Lease Agreement, and all rights and remedies of Lessor and
Lessee under this Lease Agreement are cumulative of all other rights and remedies which any of them
may have under the Lease Agreement at law, in equi$ or othenvise.
ED
United Water ldaho
Case UW-W-15-01
Tifle:
Date:
Request No 71 Attach. 3 Lease Agreemenl LEASE PIAN
Page 9 of 58
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Except as expressly modified herein, all the terms and conditions included in the Vehicle Lease
Agreement shall remain in full force and effect.
LEASE PLAN U.S.A., !NG.
(Lessorl;,, z(.>#*
.f\
UNITED WATER, INC. FOR ITS AFFILIATES AND
SUBSIDIARIES IEEfIFIEO ON EXHIBIT A(Lessee) JDEr.'TrF'ED
By:
Tifle:
Date:
Pres cba,1;
3- 3o '.D lAo^"L fl vrxL
?* astlf MLeasePlan
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This Vehicle Lease Agreement is entered into at Atlanta, Georgia, on December 20, 2005, between Lease Plan U.S.A.,
lnc., a Georgia Corporation ('Lesso/') with offices at 1165 Sanctuary Parkway, Alpharetta, Georgia 30004, and UNITED
WATER, tNc. FOR tTS AFFTLTATES AND SUBSIDIARIES IDENIFIED ON EXHIBIT A, a New Jersey Corporation
("Lessee") with offices at 200 Old Hook Road, Harrington Park, NJ 07640-1716. ln consideration of the mutual
undertakings herein contained, the Lessor and Lessee agree as follows:
United Water ldaho
Case UW-W-15-01
I. LEASE
This Le$ee agrees to lease from the Lessor 6ach motor \rehide
identified and described in each Schedul€ A exedrted herewith together
with any additional Schedules A which may hereafter be exe@ted by
Lessee (hereinafrer tefened to colledively as "Leased Vehicles'and
individually as 'Leased Vehicle') for the p€riod and upon the covenants,
rentals and condition3 set out her€in and in any Sch€dul€ attached
hereto. Notwithstanding anything to the contrary contained or implied
herein, Lessor has no obligation to add vehicles as Leased Vehides, and
Less6€ acknowledges that Lessor may decline to 8dd vehid€s as Leased
Vehicles in Lessor's sol€ discretion.
2. oI'YNERSHIP
Each Leased Vshicle will be duly owned by Lessor, will be registered by
Lessee in the name of Lessor, and will bear valid license plates, and
Lessee guarantees unconditionally to Lessor that Lessee will process all
ttle applications (which will indicate (x) the name of the Lessor as the
only owner and/or title party with respecl to each Leased Vehicle and (y)
as "Secured Party' or 'First Lienholdef such p€rson, corporation,
businoss association orother entity, ifany, so designated by Lessorfrom
time to time.) The Lessee does not hereunder acquire any right. title or
interBt in or to sny Leased Vehicle, except the right to use subjec{ to the
terms and condiuons of this Leese.
3. LEASETERH
The lease term of eacfi Leased Vehicle shall @mmence on th€ date that
the Leased Vehide E delivered to the Lessee (which date is sho^rn as
the 'date in seMcs' for such vehicle in the applicable Scfiedule A) and
shall conUnue for 12 months from this date. Lessee has the option, but
not an obligation to ronew this Agre€m€nt on a month-to-month basis.
After the initial 12-month tem Lessee may surrender Leased Vehicle(s)
pursuant to sedion 15 hereof. r either patly wishes to discontinue the
leasing of additional or replacemenl Vehicles, it will, as a matter of
courtesy only, provide written notics to the othet party that Eplacement
vehide will not be leased hereunder, but this Lease shall continue in full
force and effeci with respect to all Vehicles under leas€ hereunder on the
efiedive date of such notice, until all such vehicles havo been
surrendered and sold as provided herein. Lessor may terminate lhe
leese of any Leased Vehicle only pursuant to Section 20.
'I. RENTAL PAYiiENTS
Lessee will pay Lessor, and Lessor will accept as payment from Lessee
as rental for each Leased Vehicle the total monthly rental specified in the
applicabh Schedule A. The rental charges shall be paid by Lessee
monthly in United States funds not later than (10) days of receipt of
regular monthv invoic€ from Lessor 8t Lessol's offce as stated above or
at such other place ar Lessor may designate in writing. Less€e shall
make the monthly payments regaldless of tie failure of Lessot to send an
invoico to Lesse6.
The parties undeEtand that the rental charges specified in the Schedules
A will be developed by application of the formula contained in Schedule C
of th'rs Lease. ThG fo.mula is based upon cartain assumptions of Le3sol
and information fumished by Less€€ as to the servkles to be rerdered
hereunder and the cost thereof wtich may vary in the future.
01110106 MsTLsE3
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page '10 of 58
Accordingly, additional Sch€dules may bo executed by the parties from
time to time to reflect agreed changes in the fomula.
Any Leased Vehicle delivered to or accepted by Lessee or disposed of by
Lessor after the frfieenth (1 5h) day of any month will be treated as if the
delivery or disposition for the purpos€ of rcntal charges occun€d as of
the first day of the following month, and any Leased Vehicle delivered to
or acceptei by Lessee or d-isposed of on or pilor to the fifreenth ('l 5h) day
of any month will be treated as if the delivery or disposition for the
purpose of rental charges occurred as of the first day of such month.
ln the event a lapse of time shall occut bet\,veen the delivery to Lessor of
part of any Leased Vehicle, such as a chassb, and delivery of any other
part, such as a body, tank, upfitted equipment, etc., and it shall become
necessary or desirable br Lessor to pay for such incomplete unit, Lessor
in such event may pay for such incomplete unit and the cost of such
interim financing will not exceed the then €xisting primo rat€ plus 1.0%
and be paid by Lessee at the tim€ of delivery of the complete unit. All
incornplete unib thus acquired shall, with the exception of the payrnent of
rentals, be sub.ied to the terms and conditions of thb Agreement,
including, but not limiled to, the indemnity provisions of Section 11 and
Sedion 12 hereof.
5. OTHERCHARGES
Timely monthly rental payrnents by the Lessee are of the utmost
importance. lf the Lessee fails to make any monthly rental payrnent or
fails to make any other payment required under this Leas€ when due
[within ten (10) days of receipt of regular monthly invoice from Lessorl,
whether during the applicable period within which a defuult may be cured
or for a longer period, and whether or not deemed a default under or
violation of this Lease, Lessee shall pay to Lessor an amount equal to
two percent (2%) per month (or ihe highest lawful rate, whichever is less)
of th€ ovedue rent or addruonal sums, as the case may be, for the period
of time during vrhich such rent or additional sum is overdue^ Such
amount shall be computed for the ac{ual number of days elapsed
between the date such payment rvas due and the date such payment b
aclually received by Lessor.
6. PRESUHPTION OF GOOD CONDITION
It shall condusively be presumed that each Leased Vehicle, upon its
delivery to the Lessee, is in good order and repair.
7. OPERATION OF LEASEO VEHICLES
All registrations, license plates and any other or addilional such plates,
permits or licenses or any similar requirements or any governmental
authority for any Leased Vehicle required to be obtained in the name of
Lessor or othe^iyise shall be obtained diredly by Lessee at itts sole
expense, and Lessot shall issue to Lessee, fior such purpose, porivers of
attomey and/or other neoessary authority. Lessee shall comply with all
federal, state, county ard municipal staiues, ordinances and regulations
which may b6 applicable to the leasing, use, insuring or operation of the
Leased Vehicles hereunder, and shall prepare and fumish to Lessor all
documents, retums or foms bgally required thereunder. Lessee shall
provide ell driyeE or other operators of the Leased Vehicl€ and shall be
solely responsible for any and all fines, penalties, and/or forfeitures
(including, without limitation, the confiscation ot any Leas€d Vehicle)
United Water ldaho
Case UW-W-15-01
".,**%.I :&****LeasePlana../
arising out of or due to the us6, operation, maintenance or insuring of the
Leased Vehichs in violation of any law, regulation, statute or similar
requiremenl of eny governmental authority.
E. IUPROVEIUENTAND UAINTENANCE OF LEAIIED VEHICLES
Lessee will maintain the Leased Vehicles and all accessories and
equipmont thereof in good mechanical condilion and running ordor at all
times during the term of this Lease, and will furnish all supplies, tuels,
and other essentials required for the use of operation of the Leased
Vehicles by Lessee or by any of its p€mifted sublessees. Lessee shall
comply with any governmental requirements affec{ing the maint€nance,
operation or use of the Leased Vehicles including without limitation any
changes in, edditions to or safeguards therein to keep the Leased
Vehicles in such compliance. Any replacement parts, changes in or
improvements to th€ Leased Vehid€s shall become and remain the
proparty of Lessor.
9. COSTS, EXPENSES, FEES, CHARGES AND TAXES
Lessee @venants that it will pay all costs, expenses, fiaes and charges
incuEed in connection with ownership, maintenance, use, lease or
operation of tho Leas6d Vehicles during the term of the lease thereof,
and all incorne, sales, francfiise or other taxes whatsoever by
whomsoever payable (other than Heral and state income taxes of
Lessor) on or relating to the purchase, sale, lease, ownership,
maintenance, use, possession oa operauon thereof. Except as otherwise
agreed by Lessor, Lessee shall be lBquiled to keep and maintain any and
all books and rccords and make all filings and returns pertaining to any
such taxes or similar govemmental requirements (other than those
relating to the Horal and state income taxes of Lessor). Lessor shall
process, fil€ and advance any applicable p€rsonal p,operty taxes
associated with a Leased Vehicle and Lessee shall reimburse Lessor for
sudr taxes and shall pay Lessor a processing fee for sudt seNice.
I O. WARRANW DISCLAITIER
LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES OR
REPRESENTATIONS AS TO ANY ]I/iATTER WFIATSOEVER,
INCLUOING WTHOUT LIMITATION, THE CONDITION OF ANY
LEASED VEHICLE, ITS MERCHANTABILITY OR ITS FITNESS FOR
ANY PARTICULAR PURPOSE. ln no event shall any deGct in, or
unfitness of, any Leas€d Vehicle relieve Lessee of the oblEation to pay
rent ior such Leased Vehicle or to make any other payments required
hereunder or of any other obligation hereunder. Without limiting the
generality of the foregoing, Lessor shall nol be liable for any defeds,
consequential damage thorefrom, or for any loss of use ther€of or for any
intenuption in Lessee's business occasioned by its inability to use any
Leased Vehicle for any reason whatsoever. Lessor shall permit Lesseeto enforce in Le*gee's name any and all wananties made by the
manufacturer of any Leased Vehic-le, but Lossor assumes no
responsibility whatsoever for compliance therewith by such manufadurer.
I 1. PUBLIc LIABILITY INSURANCE: lNDEilillFlcATlON
Motor vehicle public liability insurance in an amount not less than
$3,000,000 cornbined single limit per oeurrcnce shall be provided by
Lessee at its sole cost and apense throughout the term of th'ts Lease as
to each Leased VehkJe. The insurance policy ff policies providing the
foregoing @vorag6: (i) shall be written by an insuran@ cornpany ot
companies satisfactory to Lessor and authorized to transacl business in
all of the states in s,trich the Leased Vehicles will be used or operated; (ii)
shall name Lessor and Le$ee as insured; (iii) shall protect the intar€st of
Lessor and Lessee including their authorized drivers, with resped to the
liability for iniuri€s to or th6 death of third percons and damage to or loss
of prop€rty of third peBons resulting froflr the o,vnership, maintenance,
use or opcration of the Leased Vehides; (iv) shall provide endorsement
or othoMis€ that the coverage shall be primary oovetage as to Lessor:
and (v) shall provide that the insurance oompany or cornpanies issuing
such policy or polidos shall notiry Lessor of any cancellation thereof at
0111orci, MsTt_sE3
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 11 of58
least thirty (30) days prior thereto. Lessee shall fumish Lessor with a
c€rtificate(s) d insurance or other evidence ofsuch insurance coverage.
Nohflithstanding that Lessee shall provide certain insurance hereunder
and inespedive of any responsibility for negligence, Lesse€ does hereby
agree to defend, indemnifo, protecl and hold harmless Lessor and any
assignee of Lessor and their employe€s, from and against any and all
losses, liabilities (including, without limitation, strict liability imposed by
law) damages, inju.ies, claims, demands and expenses (including legal
ergenses) of whatsoever kind and nature, resulting from or arising out of
the use, condition (including, without limitation, latent and other defects
whether or nol discoverable by Lessoo, operation or ownership of any
Leased Vehicle. This covenant of indemnity shall continue in full furce
and €ffect notwithstanding the termination of this Leas€ or the termination
of the lease of any Leased Vehicle.
t2. COLLISION AND COMPREHENSIVE OAMAGE INSURANCE
Upon written request of Lessor, Lessee at its sole cost and expense shall
provide collision and comprehensive automobile physical damage
insurance on each Leased Vehicb. The insurance poliry providing the
foregoing coveEges: (i) shall b€ writton in standard form by an insurance
company acceptable to Lessof (ii) shall be in an amount not less than
Lessor's unamo.tized value of th€ Leased Vehicle determined in
accodance with the applicable Sdpdule C; and (iii) shall provide for loss
payable to Lessor and L6see as their interests may appear.
lf such insurance is not required by Lessor or if any Leased Vehide is not
fully covered by any suctl insurance for any reason whatsoeve,, Lessee
assumes and agrees to ind€mnify, proted and hold harmless Lessor and
any assignee of Lessor, inespective of any responsibility for neglilence,
trom any lcs, damage, thefi or destrudion of any Leased Vehicle. ln the
event of any such loss, damage, thefi or destrudion, Lessee shall either
repalr such un'rt or pay the amount of any reparable damage direcily to
Lessor, or, in the crse of any loss, damage beyond repair, theft or
destrudion, pay direcily to L$sor Lessor's capitalized crst of such
vehicle as specified on the applicable Schedule A, less amortization
charges set forth in the applbable Schedule c to the date of such loss,
damage bayond repair, ihefi or destruction.
13. REIMBURSEMENT OF LESSOR
tf the Lessee feih to make any payments for licenses, registrations, fines,
penalties, replacement parts, costs, expenses, fees, charges, taxes,
insurance, repairs and the like, rebned to in Seciions 7, 8, 9, 1 1, and 12
of this Lease, the Lessor may, but shall not be requked to, make such
payments; and if it does so, the L$see shall reimburse the Lessor upon
demand for all such disbursements made on behalf of the Lessee under
those Sec{ions t€ether with interest at the greater of (i) the Default Rate,
or (ii) 1Eo6 per annum. Such interest calculations shall be computed forthe adual number of days elapsed b€tween paymenl and
reimbursemenL
1/r. ADDITIONAL OR REPLACETENT EQUIPIIENT
Upon the request of Less€e, Lessor in iE sole discretion may ftom time to
time purchase additional or replacement motor vehides for lease to
Lessee hereundec and as each subsequent purchase is made a new
Schedule A, appropriately d€signated, will be executed listing such new
acquisition. Upon delivery by Lessor to Lessee of any such additional or
Bplacom€nt motor vehicles, tho same shall be subjed to all of the terms
and conditions of thb Lease. lt is agreed and understood, hovuever, that
nothing in this tease will be construed as requiring Lessor to provide any
such other moto, vehicles or to replae any motor vehicle which has
previously been or Ls then under lease fiom Lessor to Lessee.
15. SURRENOER OF LEASED VEHICLES
Upon sixty (60) day3 prior written notice thereof to Lessor, Lessee shall
have the right, but not the obligation, io sunender any Leased Vehicle
2of8
United Water ldaho
Case UVV|-W-15-01
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which has been in servicr underthis Lease for not l6ss than tunlve (12)
months, the @mmen@ment of whicft b evilenced by f!5 date in service
as shown on th6 applicable Schedule A. Such wrinen notice shall specify
the Leased Vehicle which Lessee will surender.
Upon sunender of a Leased Vehicle as described above or upon the
expiration of the lease term for any Leased Vehicle, Lessee shall deliver
such vehicl€ to such place as may be mutually agrBed upon by Lessor
and Lessee. Thereafter, Lessor shall prfiiptly endeavor to affed the
sale of such surrend€red vehicle. Any Leased Vehicle thus surrendered
shall continue to be subjec{ to the tems and conditions of this Leas€ until
Lessor has sold it, including rental for s maximum period of one month
unless the vehicle was shorn on lhe Lesso/s Vehicle Lease Order Form
(VLO) as a tum-in vehicle and is aciually sunend€red when the
replacernent vehicle is deliver6d, in which case rental paynents cease on
lhe turnin vehicle and the replacement vehicle goes into service. From
the proceeds thus realized from any such sale, there shall be deducted
the costs and epenses incuned by Lessor in undertaking such sale, in
transporting and storing the Leased Vehicle, and a processing fee offrfty
dollars ($50.00), and the balanc€ remaining shall constitute the 'net
ptoceeds' ('Net Proceeds). The Net Proceeds from the sale of any
Leased Vehicl€s shall be payable to Lessor. ln the event that the Net
Proceeds from the sale of any such vehicle aro in excess of Lessot's
capilalized cost of such vehicle as specified in thE applicable Schedule A,
less amorlization charges thereof set forth in tho applicable Schedule C
to the date of such sale, then ll!(!% of such excess amount shall be
applied by Lossor to any amounts then due and owing by Lessee to
Lessor hereunder, and the balance (if any) shall be paid to Lessee, if
Lessee is not then in default. ln the event that the Net Proceeds from the
sale of any such vehicle are less than such capitalized cost l€ss such
amortization charges, Lessee shall promptty reimbu.se Lessor for any
deficiency upon Lessee's receipt of notmcation thereol provided that in
the event of any such sale the Lessor shall guaranty to Less€e that the
Net Proceeds shall at least equal the following percentages of the fair
value as of the beginning of the twElveflonth period during whicfi the
date of t6rmination occurs:
Period
lnilial 12fionth period
Each subsequent period
Percentage
2oo/o
2V/o
Upon surrender of Leased Vehicles hereunder, Lessee shall deli\rer the
sunendered Leased Vehides (whether automobiles or trud(s) to Lessot:
(i) in the same @ndition and appearance as when received, ordinary
u,ear and tear except€d; (ii) free from collbion or other physical damage;
(iii) ftee from loss of parts, tires, equipment and accessories: and (iv)
together with any replacement parts, changes in or improvements to the
Leased Vehk €s made by Lossee.
16. RELATIONSHIP OF THE PARTIES
Lessor and Lessee agree that this Lease is and is intended to be
construed as a lease, and Lessee acknowledges that it has no right, title
or interest in any of the Leased Vehicles leased heeunder except for its
rights as Lessee hereunder. The relationship befueen Lessor and
Lessee shall ahrvaF b€ that of Lessor and Lessee. None of Lessee's
agents, servants or employees shall be deemed to be the agents,
servants fi employees of Lessor or of any assignee of Lessor, and
L€ssor shall not be responsible for the acts or omissions of Lessee, or of
any of its oficers, agents or employees. L$see shall not, for any
purposes, at any time, b€ or be construed to be the agent of Lessor or of
any assignee of Lossor,
17. FURNISHING OF INFORMATION; FINANCIAL STATEMENTS
Lessor and Lessee shall eech fumish any information with rcference to
the Leased Vehicles that may be reasonably requested by the other. As
0'1/1(y0:1 MS]LSE3
Request No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 12 of58
long as any Leased Vehicle remains under this Agreement, Lessee shall
fumish Lessor as soon as possible but in no event mors than ninety (90)
days after the end of each fscal year of Lessee, a statement of Lessee's
eamings and financial condition, certified by independent certified public
ac@untants, if available, or if not, ertified by the chief financial officer of
Lessee. Lessee shall also provlle Lessor with copies of sucfi of its
interim financial reports prepared in the usual cours€ of ib business as
Lessor may reasonably request.
18. FINANCING; ASSIGNIIENT
Lessee covenants that it will not make, permit or sufrer to 6xist any
mortgages, liens, encumbrances, or indebtedness on the Leased
Vahicles, other lhan those gi\ren by Lessor; and Lessee hereby
subordinates its righb under this Lease to the lien of any linancing
institution arising from said indebtedness. Except as herein specifically
pe,mitted, this Lease, or any right hereunder, shall not be assigned by
either party without the written @nsent of the other nor shall Lassee
sublease any Leased Vehicb without Lessor's prior written consent,
which shall not be unreasonably withheH, it being understood and agreed
that no such sublease shall relieve Lessee of any of its obligaiions
hereunder as to any subleased vehicles. Lessee acknowledges that
Lessor may finance its purchase and ownership of any or all of the
Leased Vehicles by bonowing from ons or more lenders or financial
institutions of its own choosing (each such lender or financial institution
being herein referred to as an ?ssignee') and to evidence such
indebtedness may issue to the particular Assignee from whom Lessor
has bonowed funds as aforesaH a promissory note or notes, grant to
such Assignee, as collateral security for the payment of the principal or
any interest on any sucfi note(s), chattel morlgages on, or security
interests in, the Leased Vehicles the purchase and owneEhip of which
have been so financed by such Assignee, and, as further collateral
security therefore, may assign to such Assignee all of Lessor's right, title
and interest in, to and under this Lease with respect to the Leased
Vehicles. Lessee agreos to endorse on any such assignment by Lessor
to an Assignee as aforesaid Lessee's consent thereto and its agrBement
to pay all rentals and other amounts payable to Lessor hereunder directly
to such Assignee. Upon any such Ass$nrnent by Lessor, th€ right of
such Assignee to receive such rentals, and other amounts payable to
Lessor hereunder, including, without limitation, the proc€€ds of sale of
the Leased Vehid6s, the purchase and ownership of which have been
financed by such Assignee, and any deficiency payable by Lessee with
resped to sucfi sale, as well as any other rights of such Assignee by
virtue of such assignment, shall not be subjed to any defiense, set-ofi,
counterclaim or recoupment. No such assignment by Lessor shall
interfere with Lessee's right to the qu'ret use and enioyment of the Leased
Vehides so long as Lessee is not in default hereundet.
19. LIHITATION OF LESSOR'S LIABILIW
The Lessor shall not be liable for (i) any failure or delay in the delivery of
any Leased Vehicle: (i0 any failure to perform hereunder resulting ftom
fire, or other casualty, riot, stdke or other labor difficulty, govemmenlal
regulation or registration, or an other cause beyond the Lessols control:
and (iii) any loss of profits, time or damage to Lessee's business
reputation, or other consequential or incidental damages, resultang from
Lessor's taking possession of any Leased Vehicle upon the dsfault of
Lessee hereunder, or from any theft, damage, loss, defec{, or failure of
any Leased Vehicle, or through the recovery, repair, adjustment, service
or replacament of any Leased Vehicle.
20. DEFAULT
ln the event any one or more of the following events shall hav€ occured
and shall not have been remedied as hereinafter provided:
(a) The Lessee fails to pay any amount including rental payments,
due hereunder, and continues to fail to pay for ten (10) days after
payment is due;
3ofB
United Water ldaho
Case UW-W-I5-01
-#@*f e*-LeasePlana_-/
(b) The Lessee or any guarantor hereof (i) files a petition in
bankruptcy, or makes an assignment for the b€nefit of creditors, or if any
receiver or trustee in bankruptcy is appointed fror the Lease in any suit or
proceeding; or (ii) dies or teminates its existence, or undertakas any
legal steps to efu such termination;(c) Any insurance @verage required hereunde, is canceled, or the
Lessee is determined to be an uninsurable rlsk by an insurer;(d) Any Leased Vehicl€ is confiscated by a political, or
govommental agency, as a result of the illegal use of the Leased Vehicle;(e) Any Leased Vehble B placed on any new or used car lot or
showroom or otherwise advertised or ofiered for sale;(0 The Lesseo fails to perform any other obligations undet the
Lease afrer 1 5 days notice thereot(S) There is a material adverse change in the financial condition of
the Lessee or any guarantor hereof (as d€termined by Lessor in good
faith);
(h)Th6 interest of Lessee in this L€ase shall be sold under
execution or under any other legal provision, or by operation of law
devolve upon or pass to any other person or persons other than Lessee;0 Any default by any guarantor hereof under the terms oI the
guaranty agreement or the failure of any guaranty agrsement to remain
fully effec{ive at any time or fus attempted cancellation by the guarantor;
or
0 The Lessee is in dsfault under any document, agreement, or
instrument evidencing obligations of Lessee to L€ssor, whether now
existing or h€reafrer arising;
then the Lessor, at its sole dissetion and without noti(E lo the Lessee,
may (in addition to any other remedy et law or in equM undertake eny or
all of the following remedies:
(a) Teminate this Leass with resped to any or all of the Leased Vehicles
then leased hereunder, in which event any and all sucfi Leased Vehicbs
shall immediately be delivered, at Lessee's cost and expense, to a
location or locations specified by Lessor, and Lessor may recover ftom
Lessee: (i) the amount due ftom Less€e, induding unpaid rentals
accruing under this Lcase until the expiration oflhe Lease term set forth
in the applicable Schedules A, plus (ii) any additional damages or
eryenses, which Lessor shall have sustained by reason of th€ breach ot
any covenant of this Lease and any additional costs such as but not
limited to the cost of repossessing the Leased Vehicles and placing them
in proper condation fror leasing or selling to otheB, minus (iii) the cunent
wholesale value of the Leased Vehicles as set forth in Automotive Martet
Report (or other comparabl€ report) or the Net Proceeds of the sale or
the pEsent value of the Net Proceeds of releting the Leased vehicles; or(b) Repossess the Leased Vehicles with or without tetminating this
Lease (and, for that purpose, Lesso/s agents or Lessor may enter upon
any premises of Lessee and Lessee shall indemnify and hold harmless
Lessor and/or its agents for any loss or damage incuned during
repossession) and charg€ Lessee with the amounts specified in
subparagraphs (l) and (ii) of Paragraph (a) above minus the amounts
specified in subpaEgraph (iii) of Paragraph (a) above; oI(c) Proceed by app,opriate court action to enforce performance by
Lassee of th€ applicable covenanB of this Lease or lo recover damages
for the breach thereof.
This b a comrnercial t ansaclion, and Lessee agrees that Lessor may
obtain an immediate writ of possession wilhout notice and without the
posting of any bond whatsoever, Notice of any sale of any Leased
Vehicle shall be deemed commercially reasonabb if given at least fwe (5)
days prior to such sale, The Lessee agrees to be liable for all expenses
incurred by th€ Lessor in connedion with the collection or enforcement of
any of Lessee's obliga$ons under this Lease or in connedion with the
repossession of any Leased Vehide, including Out not limited to) storage
expense, transportation exp€nses of the Leased Vehicles to aid in their
disposal, travel and lodging expenses and attomeys'fees in the amount
of 15o/o ol any amount due hereunder if collected by law or thtough an
attomey at law.
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 13 of58
2I. AUTHORITY TO EXECUTE LEASE
Each signatory hereto warrants lhat the person executing this Lease on
its behalf has been duly approved to execute this Lease by prior bgal
action.
22. SUCCESSORS AND ASSIGIIS
All covenants, agreements, representations and warranties in this Lease
contained and made by and on behalf of Lessor and thB Lessee
respectivety, shall be binding on, and inurc to the beneftt of, the
respective su@essors and assigns of the parties hereto. Sub,ect to
Lessor's written consent (which may be granled or withheld in Lessor's
sole discretion), Lessee may arange the terminauon of one or more
Schedule A's and the purcfias€ ftom Lessor by a third party of the
Leased Vehicles subied thereto, provided, however, Lessee
acknowledges that, in consideration therefore, Lessor may charge
Lessee and/or such third party, in addition to the unamortized capital cost
of the Leased Vehicl$, a fee to compensate Lessor for its lost profits and
its administrative expenses in processing such transfer.
23. INCLUSIVENESS OF TERTS
As used herein, and whenever the context so requires, the masculine
gender shall include the feminina or neuter, and the singula, number shall
include the plural, and vic€ versa.
24. litOTtCE
Notices hereunder shall be in writing and shall be given to the parties at
their addresses sp€cified above.
25. GENERAL
This Lease b exocuted and shall be construed and enforcad in
accordance wilh the laws of the State of Georgia. Tirne is of the essence
with respect to this Leas6. The section headings contained herein are
inserted for convenience only, and shall not control or affed the meaning
or construdion of any of the provisions hereof. This L€ase constitutes
th6 entire egreement between the Lessor and Lessee, and no other
agreement in eny way modifying any of the terms hereof will be binding
upon the Lessor unless made in wriling and signed by the Lessor.
Lessee, to the erlent it may lalvfully do so, hereby submits to the
jurisdiction of any state or federal court located in Georgia, as urell as to
the jurisdidion of ell courts from which an appeal may be taken from the
aioresaid courts, fur the purpose of any suit, adion or other proceedang
arising out of any of Lessee's obligations under or with respect to this
Lease, and Lossee expressly waives any and all objections that Lessee
may hav6 as to jurisdic{ion and/or venue in any of such courts. Lessee
further agrees that it may be validly seNed with any legal process in
connection with the foregoing by the mailing of a copy thereof by
registered or certified mail at its address shown on the first page hereof.
lf any of the provisions hereof are determined to be invalid, illegal, or
unenforceable, the remaining provisions of the Lease shall not be
afbded thereby. lf there is more than one Lessee signatory to this
Lease, they shall be jointly and severally laable hereunder. Lessor's
failur€, at any time or times hereafter, to require stritr performance by
Lessee of any provision of this Leas6 shall not waive, affed or diminish
any right of Lessor thereafter to demand strict compliance and
performance therewith. Any suspension or waiver by Lessor or a default
by Lessee shall not suspend, waive or afbci any other default by
Lessee, whether the same b prior or subsequent the,eto and whether of
the same or of a different type. None of the undertakings, agr€emenB,
warranties, covenants and rcpresentations of Lessee contained in the
Lease and no default by the Lessee shall be deemed to have been
suspended or waived by Lessor unbss such suspension or waiver is by
an instrument in writing signed by a duly authorized representative oI
Lessor and dired to Lessee specifying such suspension or waiver.
{11*fo"'"Lessed: ' {lnitial)lessor:-5-litnaiati'-v7*"
01/10/(r) MSTLSES
LeasePlan
---/
lN WITNESS WHEREOF, the parties hereto have caused his Lease to be executed by their duly authorized officers
on the day and year first above written.
\Mtness:
By:
UNITED WATER, INC. FOR ITS AFFILIATES AND
Requesl No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 14 of 58
United Water ldaho
Case UW-W-15-01
d*%***
LEAS E It!,tu.s.}Aq (" Lg;f or')
By: ._'\ 6..1-\.J4.*
Title: ,,,,,,,,,,,, P*i ,b.u" ,, ,,,
Date: 3 -3o 'o<-
SUBSIDIARIE$IDET{IfIE9 ON EXHIBIT A
1'ttessee';1 Jddfied,r- 'fv+{--**1
By:rire: c.g. o.
Date: tAt^.I^ 1t. 1,/,0/^
1$''r''oACI5ADi Pagc 5 of8
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 15 of 58
tmf s@LeasePlan--4.--l
ACCOMMODATION SALES ADDENDUM
This Addendum is attached to and specifically incorporated in that certain Vehicle Lease Agreement dated December
20,2005 between LEASE PLAN U.S.A., lNC. ("Lessor') and UNITED WATER, INC.FOR ITS AFFILIATES AND
SUBSIDIARIES IDENIFIED ON EXHIBIT A ('Lessee').
lf Lessee requests that Lessor sell on behalf of Lessee vehicles owned by Lessee or leased by Lessee from
a party other than Lessor, Lessee agrees to pay Lessor a fee of $1 00.00 per unit.
Lessee further agrees that should Lessor in its sale of such vehicles make payments to other lessors or
financiers of the vehicles, it will pay to Lessor amounts so paid, plus interest thereon, less any amounts received
ftom purchasers of the vehicles after selling expenses as defined in Section 15 of the Vehicle Lease Agreement are
deducted. Lessee shall pay interest at the per annum rate of the Prime rate at the date of payment for the vehicle
plus one percent (1.0%) from the date of payment to such lessor or financier until funds from the sale of the vehicle
are received by Lessor.
Lessee agrees that Lessor at its option may debit or credit the account of Lessee, which debit or credit will
be reflected on Lessol's monthly billing to Lessee.
Capitalized terms not defined herein shall have the meanings given in the Vehicle Lease Agreement. Except
as expressly modified herein, all other terms and conditions, schedules and other addendum included in or attached
to the Vehicle Lease Agreement shall remain in full force and effect.
UNITED WATER, INC. FOR ITS AFFILIATES ANDLEASE PLAN U.S.A.,INC.
("Lessot'')
By:
Title:
Date:
SUBSIDIARIES
("Lessee")
Tiile:
Date:Mn^L vl, 'to"l.
0-e.o.
lura,oacrc D,
Page 6 of E
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page '16 of 58
r*.,%*_LeasePlan
-*--l V\fth respect to that certain Vehicle Lease Agreement dated December 20, 2005, between LEASE
PLAN U.S.A., INC. (.,LessoT,) and UNITED WATER, INC. TOGETHER WITH ITS DIVISIONS AND
SUBSIDIARIES ('Lessee').
CERTIFICATION
The Lessee hereby certifies, under penalty of perjury, fiat it intends that more than fifg percent (50%)
of the use of the Leased Vehicles subject to the above Lease Agreement will be in the Lessee's trade or
business.
TERIUINAL RENTAL ADJUSTMENT CLAUSE
LR.C. 7701(h) Statement
The Lessee has further been advised that it will not be treated as the owner of the Leased Vehicles
subject to the Lease Agreement for Federal lncome Tax purposes and the Lessee is not aware of any
information which may lead Lessor to believe that the Certification is false.
UNITED WATER, INC.
FOR ITS AFFILIATES AND SUBSIDIARIES
lDENIFIED ON
("Lessee")
By:
Title:
Date:Mn^ ^L xl )od .
N.^"' Lnhw.a Hardivq
lPwse e;nt1(rl
c.t o.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 17 of 58
-/'"'* .C W*LeasePlan
-.-,-/
ADDENDUU
SCHEDULE A AND DELTVERY DATE
This Addendum is to the Vehicle Lease Agreement dated December 20,2005, between LEASE PLAN
U.S.A., lNC. (Lessor) and UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENIF|ED ON
EXHIBIT A ("Lessee"). All terms used herein shall have the meaning ascribed to them in the Lease.
Vurth regard to the above noted Lease, Lessee acknowledges and agrees as follows:
'schedute A' i
1. Upon tender and delivery of each Vehicle ordered by Lessee as evidenced by Lessor's Vehicle
Lease Order Form (VLO), a copy of Lessor's form is attached, or like form agreed upon by Lessor and Lessee,
such Vehicle shall constitute a "Leased Vehicle" under and be subject to the terms and conditions of the Lease
and specifically Schedule "A" thereto which sets forth the Amortization Factors and Monthly Rental Factors
applicable to such Leased Vehicle.
2. Following approval by Lessor, each Vehicle Lease Order Form (VLO) or like form agreed upon
by Lessor and Lessee shall become a part of and specifically incorporated in the Lease.
3. Each Schedule A or like form mutually agreed upon by Lessee and Lessor, a copy of which is
attached, describing any Leased Vehicle and terms applicable thereto under the Lease shall become a part of
and specifically incorporated in the Lease and the information included in such Schedule A shall be deemed to
be true and correct unless Lessee advises Lessor in writing to the contrary within thirty (30) days of the date the
Schedule "A'was mailed by the Lessor.
4. Any person designated by Lessee on any Vehicle Lease Order Form (VLO) or like form as
Lessee's Representative or its designee shall be authorized to accept delivery and approve the condition of any
Lease Vehicle(s) and/or related equipment which Lessee has ordered pursuant to such Vehicle Lease Order
Form (VLO) or like form.
5. lf possible, VLO's should be completed and submitted elecbonically utilizing Lessor's on-line
ePlan system. lf that is not possible/practical, VLO's may be completed and submitted manually.
'Dellvery Date'
The delivery date for billing purpose for all factory ordered vehicles shall be the actual delivery date
such vehicle is delivered to Lessee or Lessee's representative, as shown on the signed delivery receipt by
Lessee or Lessee's representative and given to Lessor or Lessor's agent at the time of delivery. The delivery
date for out-of-stock vehicles shall always be the date Lessor pays the dealer for the vehicle.
Except as previously set forth herein, all the terms and conditions included in the Lease shall remain in
full force and effect. This Addendum shall be attached to and specifically incorporated in the Lease following
agreement and acceptance by Lessor in the space provided below.
Agreed and Accepted By:
LEASE PLAN U.S.A., !NC.
UN]TED WATER,INC.
c
$4r*J U.1^i*-
Page I of I
United Water ldaho
Case UWI-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page18of58
,/-*&.**LeasePiSfr VEH|GLE LEASE
-L-/
rrEMsrNBoLprypEAREREourREp ORDER FORM
LeasePlan. - 1165 sanduary Partuay, Alpharetta, GA 30004 1-800-2724115 FAX: [phone]
LeaseP|an VEHICLE LEASE ORDER AUTHORIZATION
Unden{gned les€e authorizes Lease pran U.SA., lnc. to o.der lh€ new vehidE desclibed herein and any optionsi Equigrnenl sp€cifed h6em and lo dispose ot a ffid
Ehicle, il any, dsrib€d lErein, and agpolnts the person wtlose name apP€drs rn lhe Drivef lniomglion Segion abov6 {or any othar €mdoyea o{ agenl ot the undersigned)
as authqized repeniatve to aept d€llvary end appior€ of the conditlsn ol 6aid lw rehe1e and a[ oplional equipment aclualy insl3ltEd therein or rfach€d lherelo. on
LEse Plan U.S.A. lnc. pursuant b the Le.$e Agreemeol batweefl undersigfred and l8ase Pian U.8 A , lnc.
AUTHORTZEDSIGNATURE FOR LESSEE TITLE
LP CSAE APPROVAL
LPOEVLO-6-01t2003
TOOAY'S DATE CLIENT NO.LP ASSET
NO.CLIENT UNIT NO.LEASE CONTRACT
NO.
FM PROGRAU
NO.
FACTORY
ORDER
TI
UU l -(rf .
STOCK
ORDERn
LEVEL.t LEVEL 2 LEVEL 3 DEPRECIATION %MONTHS SERIAL NUMBER
CLIENT INFORMATION
COMPANY NAME
VEHICLE INFORMATION
cLrENrsPEc# lvern 1
mrxe luooelmueI I r'
ADDRESS BoDy rypE
I
*rr.r.**J.,:nNE ryp$l iroDEL No.
ctw ST ztP tsr I Er{t(,tt {-gLUF(P-.ts{;TIIIJARY (IF Z TQflE)
PHONE COUNTY I'T I EI(I(Jtt (;(.,LUK o*'f'.Y= f
DRIVER INFORMATION
DRIVER/CONTACT NAME
OPTIONAL.#.SVIPMENT {orHER.rHAr{ StAilDARD}
OPTIoN FeC,ltBEq: . 1,. .,
,..
Physical AODRESS (No P.O. Boxl .txr:Trq.fi.oDE DESCRF?IDH
crw ST ztP COUNTY W
W
WORK TELEPHQNE NUMEER,:Hulttt I tsLtsl,nuNE. NU|$I'-EX:
Rfr{ilsTfrATl0}t ADDRESS (rF Drrr€Re},T FRoM ABOVE)
Physical ADORESS (No P,O. Box)
CITY ST ztP coullTt
K,
USED VEHICLE INFORMATION
E LEASEPLANToSELL E LEASEPLANNdf':tosELL
E cuENTTosELL :ri-:,..,:.*"8 FurERtttNAnoNoriu-Y
LpAssErNo. I YEAR I MAK\-ri l,]fP,orrNarae
ExrERroRcoLoR
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SERIAL*Y*..,..-"r."=,.,,,., ll *,t-t tr vgs. ra*orv Ootions
vEHrcLE orilrlER q9T LEASE Pt tl,:LICENSE NEEDS:
PASSENGER tr COMMERCIAL E
I.R.P. PLATES EDRIVER PAID OPTIONS: AMOUI$6 {rnslu. sls. rax) $
-l-l Ctrec* tom giver, atach€rt madeo{t to LsasePlan USA
DELIVERING DEALER REAUSSTE PREFERRED_ s neOUtneO
LirPHONE .NAME OF CONTACT PERSON AT DEALER
SPECIAL INSTRUCTIONS:
DATE
United Water ldaho
Case UW-W-I5-01
Dlte itr
Service
FactorMonths @5.625
Taxing County
FULTON
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 19 of 58
427.02
Serial Number
Dete
Funded
11/l/00
2B:!HIX6'T3SH564s02
GA
Current
Rate
6.0o/o
LeasePlan.a.-/
SCHEDULE A
CLIENT: 1701 ABC Company,Inc. Schedule A#: 00126
Driver Name: Joe M. Jones Client
Assigned #:
The vehicle refeIred herein is leased by Lease PIan U.S.A., Inc. as Lqssor to:
ABC Companyr lnc.
As Lessee, under the terms, coyenrnts and conditions of a vehicle lgase agttment dated
5ll2l00 (the "LEASE"). This schedule is a part of end subiect to the..leaTe, aqllexcept as
othervise modilied herein, all of the terurg and conditiqm appty to th$plSreferred to
herein.
CapiralizfuIrase Term
(Months)
50
Model
Year Make
2001 Ford
Taxing
State
commencing with the date in seraice as shown above.
Rental SalesAmount Tax
Total
Pevment
001-012
013-024
025-036
037-050
2.514
2392
2.269
2.147
536.76 32.21s10.71 30.6s484.45 29.07458.40 27,51
568.97
54136
s13.52
485.91
LESSOR: Lease Plan U.S.A.,Inc.LESSEE: ABCCompeny,Inc.
This schedule is for your inform.tion and it docs not reguire a signature. If you find thrt it does not comply with
your records, please contact Lease Plan immediately.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 20 of 58
{*%-LeasePlan
-\-.-/CAPITALIZED COST SCHEDULE
This Schedule is attached to and specifically incorporated in that certain Vehicle Lease Agreement dated
December 20, 2005, between LEASE PI-AN U.S.A., lNC. (Lesso/') and UNITED WATER, lNC. FOR ITS AFFILIATES AND
SUBSIDIARIES IDENIFIED ON ExHlBlT A ("Lessee).
Capiaiized Cdsl - Factory-Ordered Vehicies1. All factory-ordered Ford Motor Company, General Motors and DaimlerChrysler fleel-typet vehicles ordered
by Lessor will be capitalized at $700.00 under Faciory lnvoice, less any applicable Fleet incentives*. Lessor pays normal
and customary Courtesy Delivery Fee up to $150.00*.
'Fleet-type vehides include sales and seruice level Ml-size, intermediate, compact and sub- compact
automobiles; vans; and light-duU truc*s up to and including one-ton vehicles.
2. All medium-duty and heavyduty trucks, induding traclors and trailers, will be individually negotiated.
3. All faclory-ordered Ford Motor Company, General Motors and DaimlerChrysler management-level*
vehicles ordered by Lessor that have qualified manufadurers' fleet allocations will be capitalized at $7ff).00 under Faclory
lnvoice, less any applicable Fleet lncentives*. Lessor pays normal and customary Courlesy Delivery Fee up to $'150.00*'.
*Management-level vehicles include full-size and intermediate automobiles, vans and light-duty trucks up
to and including one-ton vehicles, i.e. Buick Pa* Avenue, Chrysler LHS, and Mercury Gnnd Maryuis.
4. All factory-ordered Ford Motor Company, General Motors and DaimlerChrysler executive-level'vehicles
ordered by Lessor that have qualified manufacturers'fleet allocations will be capiialized at $100.00 over Fadory lnvoice less
any applicable Fleet lncentives.* Lessor pays normal and qrstomary Courtesy Delivery Fee up to $150.00-'.
'Executive-level vehicles include upper management level full-size automobiles, vans and light4fu
trucks, i.e. Cadillacs and Linctlns.
5. All fac{ory-ordered Nissan or Toyota fleet-type vehicles ordered by Lessor will be capitalized at
$250.00 over Factory lnvoice less any applicable Fleet lncentives." Lessor pays normal and customary Courtesy Delivery
Fee up to $125.00'*.
Should the Manufacturers' pricing policy cfiange in the future, Lessor reserves the right to charge the Lessee a
new amount to refled this change.
*lf Fleet lncentives arc deducted frcm tho Factory lnvoie by the Manufacturer. lf they are paid fo Lessor a/ter
delivery, Lessee will be credited afrer rcceipt from ManufacturerlDealer.* Lessor rese rues the right to adjust 'normal and customarf Couftesy Delivery Fee on a model year basis.
CaptblEed Co.6lt - Out-ol$tock Vehicle, Client-Dlrecfed Purchases
Vehicles purchased out of stock, or client{irected purcfiases will be capitalized at 2.00% above Lessol's
negotiated price.
Captt,,l2.et Cost - Upftt,f,d Equlpmentlor Ught-Duty Trucks
Upfitted equipment for light-duty trucks will be capitalized at 1.50% above Lessor's negotiated price.
LEASE PLAN U.S.A., INC.
("Lessee")
1TS AFFILIATI
ofl ExHrBrA.
UNITED WATER, ING. FOR 1TS AFFILIATES AND
SUBSIDIAR!ES
By:
Title:
Date:
0. G.o.
,etua cafixr,-l
[rla)^ tt )iaL
United Water ldaho
Case UW-W-'|5-01
Request No 7l Attach. 3 Lease Agreement LEASE PLAN
Page 21 of 58
LeasePlan
----/SCHEDULE C. RENTAL SCHEDULE
(One-Month LIBOR Floating Rate lndex)
This Schedule is for information of the parties to the Vehicle Lease Agreement dated December 20, 2005 (the
"Lease") between LEASE PLAN U.S.A., lNC. ("Lesso/') and UNITED WATER, lNC. FOR ITS AFFILIATES AND
SUBSIDIARIES IDENIFIED ON EXHIBIT A ("Lessee'). All terms used herein shall have the meaning ascribed to them in
the Lease.
The monthly rental charge for each Leased Vehicle shall be based upon the Capitalized Cost thereof multiplied by
a factor based upon the sum of (a), (b), and (c):
(a) Amortization of the Capitalized Cost of each Leased Vehicle at an equal monthly rate from the in
service date as follows: 2.000o/o for 50 months,
(b) A monthly percentage equal to the sum of the interest payable to finance each Leased Vehicle
and,
(c) Lessor's monthly Administrative Fee of .035% of the Capitalized Cost
Thetotalmonthlyrentalchargeforfullyamortizedvehicleswi|lbe$12.00o@.billedmonthty. cS-.
tttt"^.L tt, za* {
The rental charge formula as set out above is based upon an agreed annual rate of interest for Leased Vehicle
financing of One-Month LIBOR'* plus .90%. ln the event that the amount of annual interest chargeable for such financing
shall be increased or decreased, the foregoing formula shall be adjusted as to all Leased Vehicles. Both Lessor and
Lessee agree that the interest rate with respect to each Leased Vehicle is based upon One-Month LIBOR plus .90%
divided by 360 and multiplied by 365, and will be adjusted on the 15th of every preceding month or, if the 1sth falls on a
weekend or holiday, the last business day prior to the 1Sth day of the preceding month.
LEASE PLAN U.S.A., !NC.
UNITED WATER, INC.
FOR tTS AFFTLTATES AND SUBSID|AR|ES
Tiile:
Date:
e. c -o
" For rate-setting purposes, LIBOR shall mean the highest of the quotes in The Wall Street Journal published on the 15th
of the month.
r0/18/99 SCC605t
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 22 of 58
,/-'%*-LeasePlana_./EXHIBITA
List of Unitcd Vatet Inc.'e affilietes aad subsidiaries - LeasePlan kasc
The affiliates aad subsidiaries of Lessee covered r:ndet this Agreement are:
Leoal Name:
Christiana WTP
Stanton Water Treafnent Plant
Suez USA
United Water Arkansas lnc.
United water Connedicut lnc. '
United Water Delaware lnc"
United Water Florida Operations LLC
StrEet Address:
60 Smalley's Dam Road Newark, DE 19702
2000 First State Blvd P.O. Box 650E Wilmington, DE
19804{508
200 Old Hook Rd. Harrington Paft, NJ 0764G'1799
1100 State St.Pine Blufi, AR 716116070
110 Kent Road, Rte 7 New Milbrd, CT 06776
2000 First Stat6 Blvd P.O. Box 650E lMlmington, DE
19804{508
9454 Philips Highway, Ste. gJacksonville, FL 32256
Phone
Phode: 302-737-2737
Phone:[phone]
8248 W. Vic'tory RoadBoise, ldaho 83707
Billing Address: P.O. Box 190420Boise, lD 83709
26 Coryell SI.P.O. Box l2oLambertville, NJ 0E530
200 Old Hook Rd. Hanington Paft, NJ 0764G1799
111 Horyerd Blvd, Suite 203lvlt. Arlington, NJ 07856
2525 Palmer Avenue, New Rocielle, NY 10801
360 West Nyack Rd. West Nyack, NY 10994
1045 Westfield Ave.P.O. Box 1885 Rahway, NJ 07055
575 E. Main St.Orego, NY 13827
Bloomsburg Operation lrondale WTP90 lrondale Road
Bloomsburg, PA 17815
Dallas Operation P O Box J Tunkhannock Highway
Dallas, PA 18612
Harrisburg Operation Hummelsto\./n WTP 400 N. Duke
St. Hummelstown, PA 17036
Hanisburg Ope.ation Sixth StreetWTP4405 N. Sixth St.
Hanisburg, PA .l7110
tvlechanicsbuE Operation 317 N. Market St.
Iril€chanicsburg, PA I 7055
Mechanicsburg Operations Richad C. RaboH Treatrnent
Plant
108'l Limekiln RoadNew Cumberland, PA 17070
'17 Arnold St.Wakefteld, Rl 02880
10595 Big Canoe #2 N.Wolbcratch Dr. Big Canoe, Caq
30143
31 Wauregan Road P.O. Box6S6Danielson, CT 06239 Phon6:86G77$5392
9670 E. Jefierson St.Detroit, Ml 48210 Phone:313€24-0296
Avalon WWTP P.O. Box 1810 Pebbly B€ach Road Phone: 31G.5'10-0731
Avalon. CA 90704
Unit€dWaterHobokenlnc.alc/aHobokenWater60DevoePlace. Hackensack,NJ 07601
Services'
United Water Hoboken lnc. a/wa Hoboken Water60 Devoe PlaceHackensack, NJ 07601
SeNices'
United Water ldaho lnc. -
United Water Lambertvilh lnc. '
United Weter Management & SeMces lnc. -
United Waier Matdraponix lnc. '
Uniled Water Mid-Atlantic lnc. '
Uniled Water New Rochelle lnc. '
Unhed Water Na/v Yo,k lnc. '
United Water Operations lnc. '
United Water Owego lnc.runfted Water Nichols
lnc.'
United Water Pennsylvania lnc.
Unit€d Water Pennsylvania lnc.
United water Pennsylvania lnc.
Unitod Water Pennsylvania lnc.
Unitod Water Pennsylvania lnc.
United Water Pennsylvania lnc.
United Water Princeton Meadows lnc. '
United Water Rhode lsland lnc. '
United Water Services lnc"
Unitod Water Se.vices lnc.
United Water Services Inc'
United Water Services lnc.
Phone: [phone]
Phon€: 904-260-5562
Phone: [phone]
Phone: [phone]
Phon6: 60$397-0526
Phone:-201-767-93O0
Phone: 60939ru526
Phone: 97$770€500
Phone: [phone]
Phone: &4$623-33'12
Phone:[phone]
Phone: [phone]
Phone: [phone]
Phone: 717-56ffi911
Phone: [phone]
Phone: [phone]
Phone: 60$397{526
Phone: [phone]
Phone: 70G26&34m
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 23 of 58
/,*\***LeasePlan
-_-/
United Water Ssrvic€s lnc.
United Water S€wioes lnc.
United Water Services lnc.
United Water Services lnc.
United WaterSeMces Inc
United water Sorvices lnq
United Wat6r SeNices lnc.
United Wet€r SeMces lnc. Kline Township
Wat6r
United WatEr SeMc6s Jersey City lnc. a/kla
United Water Jersey Gity'
Unitcd Waler Seilbas Milwaukee LLC "
United water Services San Antonio LLC
United WaterToms Ri\rer lnc. '
White River Environmental Partnership d/b/a
United Water Services lndiana *
While River Environmental ParaErship d/b/a
United Water Sewices lndisna -
White River Environmental Partnership d/b/a
Unibd Water S€Mcos lndiana -
l/Ulilo River Environmental Partne6hip d/t/a
Uniled Water Services lridiana -
Note:
Burbank Operable Unit 3200 Monter€y Ave.Burbank, CA
91505
Billing AddrBss' P.O. Box 7(NTBurbank, CA 91510
Burbank Water Reclamation Plant 740 N. LakE St.
Burbank,CA 91502
City of Banning 1l\lWTP2242 E. Charl€s StBanning, CA
92?20
City of Pekin Wastewater Treatment Facility
606 S. Frontstreet P.O. Box883 Pekin, lL 6155$0883
Phone: 818-&45-1m2
Phone: 81 &972-1 r l 5
Phone: [phone]
Phon6: 309.42-233i:)
Clarence Cannon Wholesal€ Wabr Commbsion CecilV. Phone: [phone]
Fretw€ll Water Treatnent Plant
34146 Route U Stoutsville, llro 65283
Freeport Water & Server Commission 230 W. Stophenson
F 6eport, lL 61032
West Basin Water Redamalion Plant '1935 Hughes Way
El Segundo, CA 90245
76 S. Kennedy Drive P.O. Box 160lvlcAdoo, PA 18237
150 Wanen SL Jecoy City, NJ 07302
700 E. Jon6 St.Miluaukee, W 53207
6725 llbreno Stre€tvon Omy, TX 78073
P.O. Box 668TonE River, NJ 0875rt
Shipping: 15 Adafre Ave.Toms Riv€r, NJ 0E753
2700 S. BelmontAve lndianapolis, lN 46221
3600 W. 3d Ave.Gary, lN 46406
Tovn of Cumberland 1 1501 Washington St. P.O. 29155
Cumberland, lN /t62294155
Town of Plainfield 990 S. Center St. Plainfield, lN 46168
Phone: [phone]
Phone: 57G92$3177
Phone: 973,334-0409
Phone: 41+747€851
Phone: 21G623-8015
Phone: 732-Y$O227
Phone: 317€39-7023
Phone:2199.1+121 |
Phone: 317€94-3562
Phone: 31 7€393883
* These entities are only subscdbing to LeasePlan for -:i.teoarce services only.
x* These entities are oaly subscribiog to I-easePlal fq1 lglsiag services only.
Irssee reserves &e right to cotrecg amend add, aod delete the eotities as they chaoge thtoughout &e duratioo of the
costlact tem.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 24 of 58
{*ru-LeasePlan
----z ADDENDUM
This Addendum dated March 14, 2006, is attached to and specifically incorporated in that certain Fleet
Management Agreement dated, December 20, 2005, between LEASE PLAN U.S.A., lNC. ("Lessor'') and
UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENIFIED ON EXHIBIT A ('Lessee").
The Agreement is hereby revised as follows:
SECTION C. MISCELLANEOUS:
2. Cliont Agrees:
SuFsecfibns a, b, & c are revised as follows:
(a) Client agrees to indemnify and hold Service Provider harmless from all charges, costs and expenses for
which Service Provider may become liable by reason of the use of said credit instruments or othenrise arising
out of the performance of the services (excluding those arising out of the negligence or willfu! misconduct of
Service Provider or its third person suppliers) or the condition of the vehicle.
(b) Subject to the foregoing, Service Provider's liability for damages under this Agreement shall be limited
to the total fees paid by Client to Service Provider during the prior eighteen (18) months. ln no event shall
Service Provider be liable for any loss of business, revenue, profits or other consequential damages. Such
limitation of liablllty shall limit Client's total liabllity as well.
(c) lf client shall fail to pay any amount due under this Agreement and such default shall continue for more
than thirty (30) days, or if Client shall othenvise be in default under this or any other Service Provider
agreement, Service Provider may terminate this Agreement or suspend its performance hereunder upon written
notice to Client, and Client shall forthvvith cease the use of an return to Service Provider all credit cards, coupon
books, purchase orders, and other Service Provider property in its possession. Provided all appeals have
been exhausted and I court of law finds the Glient liable for such costs. Client shall pay all costs and
expenses (including reasonable attorneys' fees) incurred by Service Provider in enforcing its rights hereunder.
3. The Parties Agree:
Sub-sections a, b, d, & e are revised as fol/ows:
(a) Any notice which required hereunder shall be in writing and delivered personally or sent by certified
mail, return receipt requested, to the other party at the address set forth above or as amended in writing from
time to time.
(b) This Agreement may be terminated by either party upon slxty (50) days prior written notice to the other
provided that not such termination shall affect the obligations of either parg arising prior to the effective date of
termination.
(d) This Agreement shall be construed and interpreted in accordance with the laws of the State of New
York and may be signed in any number of counterparts, each constituting a duplicate original.
(e) This Agreement shall be binding and inure to the benefit of the parties, their respective successors and
permitted assigns.
,rf*tu**LeasePlana-.-/
Except as expressly modified herein, all the terms and conditions included in the Vehicle Lease
Agreement shall remain in full force and effect.
LEASEPLAN U.S.A.,IN UN]TED WATER,ING. FOR ITS AFFILIATES AND
EXHIBIT A
(Lessor)(Lessee) - I
United Water ldaho
Case UW-W-15-01
By:
Title:
Date:
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 25 of 58
e.e .0"
[44^rL )). )4rD(
By:
Tifle:
Date:
"re*-LeasePlan
---\*.-/
FLEET MANAGEMENT SERVICES AGREEMENT
This Fleet Management Services Agreement (the'hgreemenf') is entered into at Atlanta, Georgia on December 20, 2005
between LEASE PLAN U.S.A., lNC. ("Service Provide/), a Georgia Corporation, having its principal place of business at
1165 Sanctuary Parkway, Alpharetta, GA 30004 and UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES
IDENIFIED ON EXHIBIT A, a New Jersey Corporation ("Client") with offices at 200 Old Hook Road, Harrington Park, NJ
07640-1716.
WHEREAS, Client desires to enter into this Agreement with Service Provider whereby Service Provider will provide for
Clients vehicles the fleet management services Client has selected on the attached Setup/Schedule of Service Fees.
NOW, THEREFORE, in consideration of the promises of each to the otrer, the parties agree as follorlvs:
United Water ldaho
Case UW-W-15-01
A. UAINTENANCE & REPAIR iIANAGEiIENT
PROGRAIU
Client may purchase tires, automotive s€Nic€s, parts, epairs and other
miscellaneous seruices anang6d for by Servlce Provider for Client ftom
certain selecied service cenlers. This program includes the following:
Netio,ral Accounb Cr?At CatdatPurehase Orders
Cr€dit Cards: Drivers will be issued credit cards supplied by
Service Provijer desEned to Clienfs specific requirements to charge tir6s
and automotive seNices, parts and repairs at participating National
Account stores directly to Service Provkle/s accounl Thes€ credit cards
are available at two servic€ l€vels:
(D Unlimited - No screening/authorization by SeMoe Provider
required.(ii) Limited - ScEeningy'authorizetbn by Seilice Provider for any
maintenance/repeirs over a dollar llmit set by Client.
PurchasE Oders: SeMco Provider purchase orders will be
supplied o, iEsued that will be valid at participating National Account
Stores. Two options ar€ available:
(D Client s Fleet Administrator will issu6 Servica Provider- supplied
physical purchase orders valid ai participating NationalA6ount stores; or(ii) Drlvers will consult with Service Provido/s Flest Coordinators
using Servkr Provide/s toll-free number for prior approval to purctraso,
on S€Mce Provider-is8ued purchase ord€rs, tires, automotive services,
parts, repairs and other miscellaneous services from participating National
Account stores.
Ptll,tdw ,,alntenilrca Coupon B@ks
Service Provider will issue a coupon book for each vehicle.
Each coupon b valid for specified services and repairs at Client
designated inteNals at any partidpating National Account store,
Authorizauon for other seNices and repairs may be adapted to Clients
specific requirements.
FudCerds
Drivers are issued Servico Provue/s UnlyeEal Fucl Gads
which arc accepted at virtually all of the major and so.ne of the minor oilcompanies. Client receivB one billing for all tuel purchas€s. Th6
Univelsal Fuel Card eliminat€ the need br Gporting fuel purcfiases to
Service Provkler br reports.
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 26 of 58
,,/neg€/rr€//IRgfonts
Service Provider will generate and fumish monthly reports toClient. The reports can be adapted to Clienfs individual requirements
depending upon the information which it furnishes to Service Provider.
The following reports aro available:
'Vehkle Pefioman@ Report 'Vehicle Excr;ptiotlsr iltdtthY ExDE,nsF- Summary 'YID- EusinessrPersonal
'VehklleReplmmentAna@s'P.M.ExceptionRepods
Nrfl€.t
Service Provide/s lntemet based data management and
communications syst€fr enabl€s on-line real tine accsss lo the Clienfs
fleet data Etained by Service Provider. NetFleet allotE the Client easy
access to (but not limited):' Maintenanc€ & Opa.a,titlg Ex,r,ns€ Files' Vehble lnfometion Files
'Sfardard Repo/rs
cPlanil
(Separate Agreement Required)
Service Provide/s lntemet based data management and
communications systern enables on-line real time access to the Client's
fleet data retained by Service Provider along with ecommerce capability
for routine busin€ss transactions. ePlan allows the Client easy access to(but not limited):
'Oder EnW
' Diver lnfomation Files ' Maintenanc€ & Openting Expense Files
'Vehicle lnformation Files 'Staddrd end Ad H@ repofts
' lmeggd Documdnt Retrbval
E-track
(Sogante Agreement Req uied)
The E-tract fleet management system enables access loSeNice Provide/s f,eet management data lhrough a locally installed
system, and inEgrates internal and third party fleet data. E-track allovys
the Cli€nt to p€rfom (but not limited):
'Fuet Maintenen(E '*Nic9lRepair & Mibqe T'ad<ing
'DiverManapncnt 'Prawntiye Maintenan@
'Axident Management 'Vehida Life CWa ManagenPJnt
'si,adard andAdH@1€'op,r76
Accl.teal nen rg€r'/n at hogrzn
Service Providor's Accident Managoment Program offeIs a
complete servica for managing, controlling and recovering accident costs.
These sgrvices are available in a seledive menu fomat that can be
scoicc eroviacr-DlnitialClitnt r (lritial)$:v7{f\)
' Finarrcial l nfomation Files
033105 FLTMST4
United Water ldaho
Case UW-W-15-01
"ffi.fLeasePlan
----\L-l
designed to meet your specilrc needs. Service Provideds accident
management program allows drivers to use a 24-hour toll-free line seven
days a week.
Relr6,lProgtall
Under this program Service Provider proviies daily rBntal
replacement vehicles when drivers' vehicles are out of commission. This
program ofrers comp€tilive rates on fully insurcd or self insured vehicles,
centralized billing ftom Service Proviler and complgnentary pick-up and
drop-off service in most metropolitan areas.
Reaewal t Stale ltanagemenl Prognm
Sewice Provider will administer all maters relative to the
registration renevrral process for Client's vehides. Client wiu proviJe
evidence of public liability insurance for all vehkjes, the titles for which are
being managed by Servir Provider.
Service Provider will process address changes for all titles to
refleai Servica Provide/s bcation for the purpose of receiving regisfation
renewal notices direcily from the issuing state. Service Provkler will
coordinate the collec{ion of all doqrmer{s requhed for registration renesral
including those in the possession of th6 Client, process all applications for
renewals and make payment of all applicable fues. Service Providor will
maintain responsibility for thE timely ronewal of registrations except when
required documents held by the Client ars not fomrarded to SeMce
Provider per the specified time period indkEted in Service Provide/s
writbn request for such documents.
Renewed registrations rcceived by Servico Provider ftorn th€
issuing state will be promptly fonuarded as di €cted by the Client. ln some
states the renaned registration will be sent by the issuing state to the
address shown on the registration.
Oupllcate fHos - will be applied for by SeNice Provider if
missing fror 90 days afren (a) initial stail up of the service and (b)
throughout the duration of this agreement.
St te TrarEteB - ln the €vent of vehicles being transfurred
betucen states and re.titling and rBfegtstration is required, upon the
written request of an Authorized Client repres€ntative, Service Proviler
will process the necessary applications and payment of fees and forward
the renewEd r€istration to the d€signated Client recipient. Direc't
expenses incuned to service such titles and registrations will be billed
back to the Client. Client is responsible for fomarding to Servic€ Provider
all titles which are sent by the issuing state ditectly to the Client.
Servica Provile/s Motor Vehide Record Check Program
provides Clienl with current drivers' DMV record reports. Dlvlv reports can
be obtained in all 50 states.
B. PAYTENTS
l. Client agrees to pay Service Provlder for the fleet management
seMces at the rates set forth in the attached SetudSctedule of Fees
(whicfi may be updated by Service Provider upon thiry P0) days prior
notice), by the thirtieth (30th) day iollowing the date of invoice.
2. All advances made by Service Prcvider on behalf of Client will
be reimbursed by Client as set forth above without any deduction or offset.
No delay in receipt by Client of SeNice Provide/s invoices or in paymonts
made by Service Provider of charges made by Client hereunder shall
excuse Client ftom paying SeMce Provider in accordanca with the terms
hereof. lf any payment to be made hereunder E not be made within the
time specifiod, Cli€nt shall pay interest at the lesser of 1.50% per month or
the maximum legal rate.
033105 FLTMST4
Request No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 27 of 58
C. TISCELLANEOUS
l. ServicoProviderAorees:
(a) To promptly pay to dealers, suppliers, service centers and
garages all sums which become due arising out of the administEtion of
this Agreement.
(b) To fumish to Client all servicE and ,epofts required by this
Agreement in a timely, skillful and proficient manner. Service Provider
makes no other wananties, express or implied, regarding the seNices or
any products thereol including any implied warranties of merchantability
or fitness fior a particular purpose. ln performing services for Client,
Service Provider may engage the services of one or more third parties.
Service Provider will exercise reasonable c€r€ in selecting such third
parti€s. ln no evBnt will Service Provkle/s liability arising out of the failure
of such third parties to satsfadorily perform such services exceed the fair
market value of th€ appliceble vehide.
(c) To keep confrential (and use only for puposes of performing
services hereundEr) eny third party lease rate information which ServiceProviier may acquire in performing such servi@s aM not us€ such
lnformation in contravention of such lessor/lessee relationship.
2. Cllent AorEe!:
(a) Client will provide all reasonable assistanc€ requested by
Seryice Provider in providing the fleet management services. Client will
b€ rasponsible for all charges made to Seruice Provide/s account arising
out of the issuance or use of credil cards, fuel cards, purcfiase orders,
coupons, or any other credit instrument used by Client or by Selice
Provider ior services fumished by Service Provider under this Agreement.
Client agrees to indemniry and hoH Servlc€ Provider harmless ftom all
charges, costs and expenses for which Servic€ Provider may become
liable by ,eason of thB use of said credit instruments or otherwise srising
out of tIe performance of the services (excluding those arising out of the
negligence of Service Provider or itB third peBon suppliers) or the
condition of the vehicl€.
(b) Client acknowledges that in performing its obligatoni
hereunder, Service Provider may engage the sorvlco8 of a dealer,
suppller, servlco cent3r, gEftrg€ or odrer thlrd perlon supplier of th€
rsqulred parE or sorvlc€s. Service Provlder will Gxerclse rEasonable
ce]3 in salectlng such third person suppliel:r provlded, howwer, ln
no svent wlll Sollce Ptpvlde/s liability arising out of the failure of
such third person suppllers to satisfactorily peffom thelr d6lgnatad
seMces exceed the falr market velue of th. appllcable vehlcle.
Suuect to tho torrgolng, Service Provide/s tiatility ior damages
undcl thia AgEem.nt shall be lamitod to thc total fe€5 paid by Client
to Selvice Provider during the prior trehrc (12) months. ln no evGnt
shall Servlce Proyider be laable for any locs of bu8ln6s, rrwnue,
profits or odrer conscquonual damag€c.
(c) ff Client shalt fail to pay any amount due under this Agreement
and such default shall continue for more than ten (10) days, or if Client
shall otheMise be in default under this or any other Servics Provider
agreement, Servico Provider may torminate this Agreement or suspend its
pe,fiormance hereunder upon written notlce to Client, and Client shall
forthwith cease the use of and retum to SeNice Provkler all credit cards,
coupon books, purchase ord66, and other Service Provider property ln its
possession. Client shall pay all costs and expenses (including attomeys'
fees) incuned by Service Provkier in enforcing iE righb hereunder. Every
remedy provided in this Agreement shall be in addition to all other
remedies available to Service Prov*ler and may be exercised by Service
Provider from time to time, simultaneously, and as of,en as Service
Provider deems necessary.
3. The PertiGs AoEe:
(a) Any notics which required hereunder shall be in writing and
deliver€d p€rsonelly or sent by cedified mail, retum receipt requesGd, to
Scrvice Provider---------_$nitial)Clirm . , {lnirial}Irffi, rr
United Water ldaho
Case UWI-W-15-01
{ru_*LeasePlan----\*-/
the other party at the address set furth above. Any such notice shall be
deomed roceived on the second business day after mailing,
(b) This Agre€ment may b€ tarmineEd by either party upon thirty(30) days prior written notice to the other provired that no such
termination shall afiec{ th€ obligations of either party arising prior to the
efiedive date of termination.
(c) This Agreement constitutes the entire agreement behrveen the
parties and cannot b€ modified, altered, or otherwise chang€d except by a
witt€n agreement sign€d by an adhorized offcer oreach parly.
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 28 of 58
(d) This Agreement shall be construed and interpreted in
accordance with the hrvs of the State of ceorgia and may be signed in
any number of counterparts, each constituting a duplicate original.
(e) Thb Agreement shall be binding and inure to the beneFrt of the
parties, their respeclive successors and assigns and upon all subsidiariesof Client, if any, wtrich may ele€t to pafiicipate h€rein and Client
guarantees performance by such subsidiary.
Title:
Date;
lN WTNESS WHEREOF, this Agreement has been executed by the parties on the day and year first above written.
LEASE PLAN U.S.A,INC.UNITEDWATE& lNC. r
Tifle:
oate: $4a,.d^ )-J )tll: d.
033105 FLTMST4 Servicc Providcr_onitial)
,&{LeasePlan
-\.-,,-/REDRIVE SALES ADDENDUM
This Addendum is attached to and specifically incorporated in that certain Vehicle Lease Agreement dated December20, 2005 between LEASE PLAN U.S.A., lNC. (Lessor) and UNITED WATER, lNC. FOR ITS AFFTLTATES AND
SUBSIDIARIES IDENIFIED ON EXHIBIT A ('Lessee").
Upon Lessee's request, Lessor will offer to Lessee's employees (and to employees of other Lessor customers
participating in the reDrive program) the opportunity to purchase one or more Leased Vehicles upon sunender by the
Lessee in accordance with the reDrive program's then-cunent rules. Lessee shall establish a formula to determine the
applicable sales price for each Leased Vehicle, and the Lessor shall price the vehicle according to the formula provided
by the Lessee. The Lessee may override such pricing up until the time of sale acceptance by the employee. Such
offers will be made via an on-line service developed by the Lessor for such purpose.
As part of the reDrive program, Lessor will also offer to Lessee's employees the opportunity to purchase
vehicles previously leased by other customers of Lessor who have agreed to participate in the program.
Other terms of this program (i.e., financing, warranty coverage, and vehicle transportation (if necessary)) shall
be established by the Lessor in its sole and absolute discretion.
Upon the sale of a Leased Vehicle and Lessol's receipt of the sales price, in the form of certified
fundVcashiers check, such proceeds (less the processing fee discussed below, any applicable sales tax, and any costs
related to sale of the Leased Vehicle) shall be deemed the Net Proceeds for purposes of Section '15 of the Vehicle
Lease Agreement.
Lessee agrees to pay a processing fee of $200.00 lor each Leased Vehicle sold through this program (this fee
is reduced to $150.00 if the purchaser is the current Lessee-designated driver of the Leased Vehicle), plus any
applicable sales tax and any costs related to the sale of the Leased Vehicle; this fee replaces any sales processing fee
specified in the Vehicle Lease Agreement, Fleet Management Agreement Schedule of Fees (if applicable), or
Accommodation Sales Addendum (if applicable). lf the Leased Vehicle is sold, such fees shall be deducted from the
sales proceeds as described above. ln the event a Leased Vehicle is not sold, at Lessor's option any costs related to
the attempted marketing of the Leased Vehicle will be either (1) separately invoic,ed to Lessee, (2) charged to the
account of Lessee and reflected in Lessot's monthly invoice to Lessee, or (3) included in the sale settlement costs if the
Leased Vehicte is sold immediately thereafter through a wholesale channel by the Lessor.
ln the event that Lessee agrees to allow a purchaser to return a previously-purchased Lease Vehicle and
rescind a sale, Lessee will be charged an additional $100.00 processing fee.
Lessor will process each sale promptly upon the latter of (1) receipt of the purchase price from the potential
purchaser, or (2) the potential purchaser taking possession of the Leased Vehicle. Lessor will encourage potential
purchasers not to submit payment of the purchase price until the Leased Vehicle is available for pick-up; however,
Lessor will not be responsible for any liability arising out of Lessor's early processing of a sale due to a potential
purchaser submitting such payment early.
LESSOR MAKES NO WARMNTIES, EXPRESS OR IMPLIED, REGARDING THIS SERVICE, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARMNTIES OF MERCHANTABILIry OR FITNESS FOR A PARTICULAR
PURPOSE
Capitalized terms not defined herein shall have the meanings given in the Vehicle Lease Agreement. Except
as expressly modified herein, all other terms and conditions, schedules and other addendum included in or attached to
the Vehicle Lease Agreement shall remain in full force and effect.
LEASE PI.AN U.S.A, ]NC.UNITEDWATER, !NC. FOR ITS AFFILIATES AND
SUBSIDIARIES
(Lessee)
United Water ldaho
Case UW-W-15-01
(Lessor)
By:
Title:
Date:
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 29 of 58
By:
Title:
Date:
rcDmre e&edum (enplopes & cust.).DOC
l(a^.L fi. 'tr\al
United Water ldaho
Case UW-W-15-01
Request No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 30 of 58
/'ret-LeasePtan
-\.-..-/
REDRIVE SALES ADDENDUM
This Addendum is attached to and specifically incorporated in that certain Fleet Management Agreement dated
December 20,2005 between LEASE PI-AN U.S.A., lNC. ("Service Provide/') and UNITED WATER, lNC. FOR ITS
AFFTLTATES AND SUBS|DtARtES tDENtFIED ON EXHtBtTA CCLTENT").
Upon Client's request, Service Provider wilt offer to Client's employees the opportunity to purchase one or more
of Client's vehicles as designated by Client; such vehicles may be owned by Client, or they may be leased by Client
from Service Provider or by a third party. With respect to vehicles which are not leased from Service Provider, Client
shall notiff Service Provider whether the vehicles are owned by it or leased from a third perty.
Client and Service Provider shall establish a formula to determine the applicable sales price for each Client
vehicle, and the Service Provider shall price the vehicle according to the determined formula. Client may override such
pricing up until the time of sale acceptance by the purchaser. Such offers will be made via an on-line service developed
by the Service Provider for such purpose. Client represents and warrants to Service Provider that, with respect to
each Client-owned vehicle designated by it for sale hereunder, Client has good tiUe to the vehicle, clear of all liens,
claims and encumbrances, and with respect to each vehicle leased from a third party, Client has the requisite
authorization from the title holder to the vehicle to sell it in accordance with the terms hereof.
Other terms of this program (i.e., financing, wananty coverage, and vehicle transportation (if necessary)) shall
be established by the Service Provider in ats sole and absolute discretion.
With respect to Client vehicles leased from third parties, upon the sale of the vehicle the purchaser will pay to
Client the sales price, and upon receipt of the sales price, Client will be responsible for delivering to the purchaser the
vehicle and clean title to the vehicle (including payoff of the existing lease). Client will also be responsible for collecting
from the purchaser and remitting to the appropriate government authorities any applicable sales tax.
With respect to Client-owned vehicles, upon the sale of the vehicle, the purchaser will pay to Service Provider
the sales price, and upon confirmation of payment of the sales price, Client will be responsible for delivering to the
purchaser the vehicle and clean tiUe to the vehicle; Service Provider will be responsibte for collecting from the
purchaser and remitting to the appropriate govemment authorities any applicable sales tax.
With respect to Client vehicles leased from Service Provider, upon the sale of the vehicle, the purchaser will
pay to Service Provider the sales price, and the Service Provider will be responsible for delivering to the purchaser the
vehicle and clean title to the vehicle; Service Provider will also be responsible for collecting from the purchaser and
remitting to the appropriate govemment authorities any applicable sales tax. For purposes of the Vehicle Lease
between Client and Service Provider (the "Lease Agreement), such purchase price, less the fee set forth below, will be
deemed to be the "Net Proceeds" (as defined in the Lease Agreement).
Client agrees to pay a processing fee of $250.00 for each Glient vehicle sold through this program (this fee is
reduced to $'150.00 if the purchaser is the current Client-designated driver of the vehicle), plus any applicable sales
taxes and any costs incuned by Service Provider related to the sale of the Client vehicle; this fee replaces any sales
processing fee specified in the Fleet Management Agreement, Lease Agreement or Schedule of Fees (if applicable).
Service Provider will invoice Client for the processing fee and other charges, and such invoice will be due and payable
in accordance with the terms of the Fleet Management Agreement; provided, however, with respect to Glientowned
vehicles, Service Provider will deduct such fee ftom the sales proceeds prior to remittance to Client. ln the event a
Client vehicle is not sold, at Service Provider's option any costs related to the attempted marketing of the Client vehicle
will be either (1) separately invoiced to Client, or (2) charged to the account of Glient and reflected in Service Provider's
monthly invoice to Client.
01/19/U rcDriw Addendum
D2
United Water ldaho
Case UW-W-I5-01
Request No 7'l Attach. 3 Lease Agreement LEASE PLAN
Page 31 of58
ill a^ nl^ :-? :rrlrl
l'*'\-LeasePlan
--'l\--l
ln the event that Client agrees to allow a purchaser to retum a previously-purchased Client vehicle and rescind a sale,
Client will be charged an additional $100.00 processing fee.
SERVICE PROVIDER MAKES NO WARMNTIES, EXPRESS OR IMPLIED, REGARDING THIS SERVICE,
INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE
Capitalized terms not defined herein shall have the meanings given in the Fleet Management Agreement.
Except as expressly modified herein, all other terms and conditions, schedules and other addendum included in or
attached to the Fleet Management Agreement shall remain in full force and effect.
LEASE PLAN U.S.A., INC.UNITED WATER, !NC. FOR ITS AFFILIATES AND
(SewicePEmFrHBy: -4
Tifle:
i"'if:i'*'"" iHF!?r?5 EXH'B I :
Byr
OI4VA rciliw Ad&ndum
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 32 of 58
./%**LeasePlanT--/
FLEET MANAGEMENT SERVICES PROGRAM. SET.UP'SCHEDULE OF FEES
This Schedule is attached to and made part of the Fleet Management Services Agreement, dated
December 20, 2005, between LEASE PLAN U.S.A., lNC. ('Service Provide/') and UNITED WATER lNC. FOR ITS
AFFILIATES AND SUBSIDLARIES IDENTIFIED ON EXHIBIT A ("Clienf').
I X I Malntenance & Repairilanagement
FM Category # { Under 15,000 GVIV $-4.00Pervohhb P.r Honir
FM GategorylHl Trucks 15,00G25,9991 GH.#
Fil Gategory *Kt Trucks 26,000 + G\,UY 330.00
Por Vehiclc P.r tonth
National Account Card:
Oriver Authorized Limit-
Tecfi nician Authorized Limil
[ ] Natlonal Account Program
[X I Accldent Reportlng
IX ] Colllslon Repalr Servlce
I X ] Salvage
IX ] Subtogatlon
lX I Statechange
I tlotorVehicle Record Checks
Additbnd FCRA lrlormtlon lrqulrsd)
I FleetDesk
Not lo exceed a maximum fe of 92000.00
I X ] Lltlgatlon (Subrosation waived) 33.3% + $ 200.00'
[ ] Renta! Program No Monthry
I I lnEured J I Uninsured Administrative FeeI I Pre-Authorized Days
I X ] Renewal & Siate Management
lX I Reregistration $25-0qPer Renewal
No Monthly
Administrathre Fee
$ lncluded
Per Vehide Per Month[ 1s000 Ml.I I Oher
$ N/C
Per Vehicle Per Morth
(Separate Agr6€ment Requireo
$ 24.00
Per OccurEnce
Appraisal @ Cost
$ 24.00
Per File Ooened
$ s5:00
Per Ocqinence
?0%*Of Recorr€ry
$ 25.00
Per Occunence
$ N/A
Per Occunence
$_M
Per Vehicle Per Month +
$ N/A
Set Up Fee
$_158.8q
Per Ocornence
National Account Card:I I Unlimited driver authorizationI I Driver Authorized Limit-
NON-NATIONAL ACCOUNT PROCESSING FEE: '10% of total transadion
($5.00 minimum635.00 maxlmum)
lX I Preventive MaintenanceGoupon Book[ 13000 Mi.[ 14000 Mi.
[X] FuelGardIxl vr'/tEhtEpressI I Voyager
[ ] ePlan
[ ] Personal Mlleage Reporting $ N/A
Per Vehid€ Per Monlh
I I Glass Repair/ReplacementProgam MGsLrsrpRrcE
[X ] Emergency Roadslde SeMce $ N/A
Per Ocajnence + Costs
[ ] lnsurance Card Administration $ N/A
Per CardI New Vehide Only
I Annual Renewal
I Losl Cards
I SlateTransfers
I X I D]iver Sale Program
TOTAL MONTHLY FEES PERVEHICLE $I.OO
Per Vehide Per Moflth
Fees tor rcplacemenl lbms: (ll appllcable)
@upon fuok S 5.00 FuelCard S
National A@unt Cad t 1.@ AiverKit (Std.)
DuplicddeTtfle g00.AO Dupli@leReg/slrafbn
'SuDrog.{ion .rd Uliglio/, gtr,vic* Ehail be provit*d .,OE t G
rst rbrt, ,rerEi r. S.rcrr seybea fur SuDrogratio,l and Uliga(ut shcll be,t lessce'r sore qpt o, .rrd Atl-e$.a arercEe3 s.rcr, option, l,.sree,rtil D&y L@t d ho tqu*d hr Sth,?,g.l,o,a .nd LWdo,,**ef,,wtdng.
5.00s 2.00
s35.00
Client #-1Q35!l_ Contad Person:-.lghdglgphqE-Phone: [phone] Fax:, 201$344214 Repl.Parameten mos./ mi
Address: 700 Kinderkamack Rd. Oradell. NJ 07649 eMail: .chrk{[e-mail]
LEASE PLAN U.S.A., INC.
("SeMce
By:
Tltle:
Date:
UilITED WATER INC. FOR ITS AFFILIATES AND
cttfiflsctg
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 33 of 58
l.\
ffi ... .,:!% %" ffi,& ), i,; .(hk ,um"
Efu' ,*" fff*#"fl$sffi*r' * mM :! ffiffi- N :.W* t:l:: ffi ffiX^ l! k4w sf :^i
Thank you for choosing ePlan@ as your gateway into
LeasePlants electronic Fleet Management system.
Our goal is to provide you with the information you need in a fast, easy to
use format. As you become familiar with the program, your comments and
suggestions are always encouraged and welcome.
So that your experience using web-based systems is rewarding and pleasant, we
are including some recommended minimum requirements for your !nternet
connection and workstation. While you may find that the system may work with
less than the minimum in some areas, you will probably not experience the
speed and functionality that ePlan@ was designed to deliver. ln some instances,
of course, using sub minimum equipment may cause ePlan@ to function
improperly or not at all.
ln order for LeasePlan to complete your connection to ePlan@, we will need you
to fill out and return the aftached documents:
Subscription Agreement - This document outlines the terms of usage,
particularly in the area of electronic document exchange, and identifies
the individual users who will be entering the system as full
administrators. lf there willbe more individuals using the system than
the form allows, or if you want to tailor your program for divisional
users or enroll limited access users, please use the attached
addendum. Once you have entered the information, signed the
Agreement and returned the documents to us, we will contact you
immediately with the information needed to access ePlan@.
Addendum !- Communications and Equipment Configuration.
Recommended minimum configuration and client user configuration
Addendum ll - Authorized User ldentification
1)
2)
3)
United Water ldaho
Case UW-W-15-0'l
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 34 of 58
LEASE PLAN U.S.A, !NC.
ePlen@
SUBSCRIPTION AGREEMENT
This ePlan@ Subscription Agreement, dated is an addendum to that
certain Vehicle Lease Agreement or Fleet Management Services Agreement (the "Base
Agreemenf) dated between Lease Plan U.S.A., lnc. ("Service
Provide/') and United Water lnc. for its affiliates and subsidiaries identified on Exhibit A("Clienf ).
(The Base Agreement, together with all addendums and schedules thereto, is referred to as the
'Agreement.")
1. Client hereby subscribes to the e-commerce service known as ePlan@ offered by
Service Provider which is connected to the worldwide computer network known as the lnternet
and through which Client may accomplish certain transactions in regard to its fleet of vehicles
leased from or managed by Service Provider pursuant to the Agreement including vehicle orders,
vehicle sale requests, vehicle termination requests, stock locate requests, requests for reports or
other information and any additional transactions that may be added by Service Provider to
ePlan@ from time to time.
2. Client agrees to be bound by and comply with the reasonable procedures and
instructions as set forth in the ePlan@ web site from time to time, provided that no changes to the
procedures or instructions that would negatively impact Client shall be binding upon Client without
Client's prior written consent. Service Provider and Client agree that notwithstanding what may
be contained on the web site from time to time, Client shall be subject only to the terms and
conditions attached hereto or such modifications or additions as may be accepted by Client.
3. Client agrees that its transmission of any request, order or instructions in
connection with an ePlan@ transaction over the name of one of Client's authorized siqnaturesl r "shall be legally binding against Client and subject to+#f,applicable Electronic Recordi and lfF
signatures Act4r$SgilE ,8fl*'l["1{ntS6lgg[on" of client's authorized sisnatures in the tePlane transm'ission shall constitute an "electronic signature' under such Act. .*fV
4. Please see Addendum ll for all persons who are authorized based on their
authorization level to transmit requests, orders and instructions on behalf of Client and are
authorized signatories for aPlan@ transmissions. Glient agrces to notify Servlce Provider
lmmediately in writing of any changes an percons authorized herein.
5. Service Provider warrants that the server and associated hardware and software
will meet or exceed reasonable configurations conceming UPS, physical security, backup and
redundancy, and disaster planning.
6. Service Provider shall use commercially reasonable efforts to prevent loss,
alteration or disclosure of confidential data.
7. Goovrlqhts and Restrictions on use of Materlals. Service Provider owns and
operates this site. All trademarks, service marks, and trade names displayed on this site are
proprietary to Service Provider, except as explicitly noted othenvise. Client may not:rD2
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 35 of 58
. Copy, reproduce, republish, upload, post, transmit, or distribute in any way material
from Service Provider's website or any website owned, operated, licensed or
controlled by Service Provider, wifrout Service Provide/s express written permission;
. Copy, modify, or display Service Provide/s name, logo, text, or graphic images in
any way without Service Provider's express written permission;
. Redeliver any of the pages, text, images, or other content of Service Provider's
website using'framing' technology without Service Provider's express wriften
permission; or
. Modify or use the pages, text, images or other content from Service Provideis
website for any other purpose.
Service Provider warrants that all trademarls, service marks and tade names do not infringe
upon or violate any patent, copyright, tade secret or any other proprietary right ofany third
party, and Service Provider shall indemni$ Client against any loss, expense or liability
arising out of any such claim of infringement or violation as hereinafter provided.
8. Prlvacv Pollcv. When Client becomes a client of Service Provider, Client
entrusts Service Provider with certain ftnancial data. Service Provider considers such data to be
private and confidential. Service Provider will not release information about Client unless one of
the following conditions is met:
. Service Provider receives the prior written consent of Client;
. The Client or Client's authorized representative agreed to such release in writing; (no,
if we agree this means we wouldn't be able to send anything Wout a written release
or
. Service Provider is required by law to release information to the recipient.
Service Provider does not give or sell information about Client to any other Service
Provider, individual or group.
Service Provider will only use information about Client to help Service Provider better
serve Client's leasing and/or fleet management needs or to suggest Service Provlder services
that may be of interest to Client
ln using this service, Client acknowledges that transmission of information over the
lnternet is inherently insecure and Client therefore assumes the risk of any unauthorized
interception of such information despite Service Provider's reasonable efforts to maintain the
confidentiality of this information as set forth herein. To protect Client's privacy, Service
Providels website uses the highest levels of lntemet security, including data encryption, Secure
Sockets Layer (SSL), user names and passwords, and othertools.
9. Dlsclalmerc. Other than as expressly set forth, Service Proylder and lts
affillatee dlsclalm, to the fullest extent of the !aw, any watranty of any klnd, whether
oxprcas or implied, as to any matter whatsoeysr relating to thls servlce, including without
llmltatlon the lmplled warrantlc of merchantabllttyr, and fltnees for a particular purpose.
lf Client is located in a state that does not allow disclaimers of implied warranties, Service
Providefs disclaimer may not apply to Client.
10. Llmltation of Llabllltv. The parties hereto and their affiliates and subsidiaries
are not liable under any circumstances for any special or consequential damages (including
without limitation, damages for loss of business profits, business interruption, or loss of business
information) that may result from the use of, or the inability to use, the materials on this site.
@
United Water ldaho
Case UW-W-15-01
Unlted Water lnc. for tts afflllates
And subsidiaries identlfled on E:chlblt A
Request No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 36 of 58
LEASE PLAN U.S.A.,INC.
Except when resulting from Service Provide/s negligence or willful misconduct, Service
Provider and its afftliates are not liable for damages or injury, including but not limited to damages
or injury caused by any performance, failure of performance, error, omission, intenuption,
deletion, defect, delay in operation or transmission, computer virus, communications line failure,
theft or destruction or unauthorized access to, alteration of, or use of information. ln no event will
Service Provideis or Client's liability's liability under this Subscription Agreement or otherwise
related to the ePlan@ services exceed the total amount of administrative fees paid by the Client to
the Service Provider during the preceding twelve (12) months under the Base Agreement
lf Client is located in a state that does not allow the limitation or exclusion of liability or
incidental or consequential damages, the above limitation or exclusion may not apply to Service
Provider or Client.
11. Terminatlon, Either party may terminate this agreement with thirty (30) days
wriften notice to the other party.
As herein modified the Lease Agreement continues in full force and effect. This
Subscription Agreement shall become part of the Agreement upon acceptance by Service
Provider.
("Clien() ^kBy: t'
('service Provider") /j
By: ?"d.3"X*
Title:
Date:
/.<t ,a,'-f \.Title:
Date:M.,^^L 1, Tr{-3-3D -O6
United Water ldaho
Case UWI-W-15-0'l
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 37 of 58
Addendum I
Communications and Equipment Configuration
ePlan@ recommended minimum configuration
Pentium processor (300 MHz)
20MB disk free space
r 64MB memory
r 56kb modem and internet connection - ISDN or T1 service for
larger fleets
r Windows compatible graphics capable printer
I Windows 95/98/NT/2000/XP Operating System
. Netscape Navigator 4.08 with US (128 bit) Encryption or Netscape
Communicator 4.7 with US (128 bit) Encryption (or later), or
lnternet Explorer 5.0 browser with high encryption (or later)
Requirements (please discuss with your lff department):
Screen Resolution - 640X480 (higher is better), 256 colors;
800x600 will make ePlan much easier to use.
Browser Settinqs - Enable JAVA script- Accept all cookies- Enable JAVA applets (JDK1.1 or higher)- Disable "Run in Separate Process"
- lf caching is enabled, ePlan@ will run faster
after 1't entry (suggestion)
Notes:
1) You will need to install an Adobe@ Acrobat Reader with
necessary resources at the first entry into ePlan@. 4 link to this
software is supplied by LeasePlan and is needed to view
images and reports. lnstructions are included within ePlan@.
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 38 of 58
Addendum I (continued)
Communications and Equipment Configuration
ePlan@ Client User configuration
Please submit for each user, if different configuration
Client Name:flriloJ u)*lr.-. ln.
Client Number:6ssl
User Name(s):
PC:
.lr* o4o.l^"'l
Make/Model:
Speed:
Memory:
Available Disk:
Monitor:
Resolution:
Colors:
Operating System:
Printer:
Foo mz *
5tz ue *
{O, ooo ug *
sV6lA +
6rK +
ISDN Connection (Y/N): $
T1lT3 Connection (Y/N): Y
l. e . [-o. (Netscape Communicator,
Netscape Navigator,
lntemet Explorer)
Lo (4.05, etc.)
Speed:
Speed:
NrrJo ,s /-f (*lett;bv,c! .
Make/Modet: Yl? LoesCI!? 9aiq .*..-*
Browser:
Product:
Communications:
Modem: MFR:
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United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 41 of58
.{-'ru_LeasePlan
--/FLEET MANAGEMENT SERVICES PROGRAM . SET.UP'SCHEDULE OF FEES
This Schedule dated June 20,2006, is attached to and made part of the Fleet Management Services Agreement,
dated December20,2005, between LEASE PIAN U.S.A., lNC. ("Service Provider'') and UNITED WATER lNC. FOR tTS
AFFILIATES AND SUBSIDIARIES IDENTIFIED ON EXHIBIT A ('Client"). This schedule supersedes any previousty
executed Set-Up/Schedule of Fees.
IX ] ilaintenance & Repalr itlanagement
Ft C.t gory, t Undrr i5,OOO GVWand equlpmem $ 4.00
Pervehlcle Per XontiFt C.togory #l Trucks I5,OOO-25,999 GVW 320.00
Perv.hicle Pertont,l
National Account Card:
Driver Authodzed Limit
Technician Authorized Eidii-
IX ] Accident Repoftlng
I X ] Colllslon Repalr Service
IX ] Salvage
IX I Subrpgatlon
lX I StaEchange
[ ] MotorVehicle Record Checks
(Addltional FCRA lnioimtion rEquiridl
[ ] FleetDesk
I X I Ddver Sale Program
$ 24.00
Per OcorrEne
AppraEal @ CosiI24-00per FiiEffieo
$ 95.00
PerOcojnence
20o/o'
Of Recovery
[ ] National Account Program No Monthly
Adminislrali\re Fee
National Account Card:t I Unlimited driver authorizationI I DriverAuthorized Limil-
NON-NATIONALACCOUNT PRoCESSING FEE: 10% of total transaclion
(S5.00 minimurn/$35.0O maximum)
I X I Preventive llalntenanceCoupon Book[ 13000 Mi. II l,rc00 Mi. t
[X] FuelCard
I x I Vwighl Express Per Vehide Per Month[ ] Voyager
[ ] ePlan (sepaBteAgreementRequircd)
[ ] Perconal Mileage Reportlng $ N/A
Per Vehide Per Month
I I Glass RepalrlReplacerrent Program NAGS Lrsr pRrcE
I X ] Emorgency Roadsido Serylce $ N/A
Per Occunence + Costs
[ ] lnsurance Cad Adminlstratlon $ N/A
Per CardI Neu, Vehide Only
I Annual Renewal
I Lost CardsI stat6 TEnsfers
By:
Trde:
Date:
Nol to exceed a maximum he of $2000.00
I X ] Litigation (subrosation waived) 333% + $ 200.00.
[ ] Renta! Piogram No Monthly
I I lnsured [ ] Uninsured Adminlstrative Fee
I I Pr+,Auhorized Days
I X ] Renewal & State iianagement
I X I Reregistration
$ lncluded
Per Vehicle Per Month
15000 Mi.
I Other
$25.00
Per Renewal
$ 25.00
Per Occurence
$J!44
Per Occunence
$ N/A
Per Vehide Per Monlh +$l!tl
Set Up Fe€
$_1_so.oo
Per OcqJn6nce
Client #jl!3 Contac{ Person:_.,lghIiElgphel@_Phone:_4!22Eo134_Fax:. 201$344214Repl.Parameter mos./ mi
Address: 700 Kinderkamack Rd. Oradell. NJ 07649 eMail: dlristooher.lee@unit€d!'\Eter.com
LEASE PLAN U.SA.,INC.UNITEO WATER INC. FOR ITS AFFILIATES AND
A
("Servlce ("Cllenf')
TOTAL MONTHLY FEES PER VEHICLE t-4.00
Per Vehicle Per Month
F*s lor rcpl*ement tbms: (if applicabh)Coupantul< $ 5.@ Fuelcad .t 5.0O
National Ac@unt Cerd $ 1.00 Dnvet Kt (Std.) $ 2.@Dupli@leTtue $100.00 DupliaERog,'straobn $35.00
'SuDrog'tion afl LitBedon 5€'ylr,es shail b prov,<led n ho rfu
s€{fotth herein. Sucrr 6.yrcss ,orsubrogatidt.nd L,/4g.tbn shdl b,t Le$ee's soJa qpaio, ,nd ifless€e crorclser flrcr, optior, l,essee
s,hrrl now Lessrof lhereql,tc8,ltotSubrogrnon rnd Uaigdlo,t
E3,vrca6
',wrrli4g.
By:
Tl0e:
Data:
@ti,,6FI*Ny
United Water ldaho
Case UW-W-I5-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 42 of 58
Supplemental Fleet tanagement Serrlices Program
Schedule of Fees
This Schedule dated May 16, 2006, is attached to and made part of the Fleet Management Services
Agreement dated January 28, 2005 between LEASE PLAN U.S.A., lNC. ("Service Provide/') and UNITED
WATER lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENTIFIED ON EXHIBIT A (Clienf'). This Schedule
is a supplement to, and does not replace, that certain Schedule of Services between the parties dated
December 20, 2005.
FIf, CATEGORY#2
The Schedule of Fees is hereby revised to add the
I X l] Fuel Gard
I xl WrigtrtEryressI I Voyagor
Except as expressly modified herein, all the terms and conditlons included in the Fleet Management
Servies Agreement shall remain in full force and effect.
rc following services:
$.75
PerVGhicle P6r Month
LEASE PLAN U.S.A.,lNC.
(Serulce Prcvlder)
UNITED WATER INC. FOR ITS AFFILIATES AND
SUBSIDIARIES IDENTIFIED ON EXHIBIT A
(Cllent)
Tite: {' ,W ?Prer*r, r 6araa
Date: J,* u * ,* *
By:
Title:
Date:
By:
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 43 of 58
S upplemental Fleet itlanagement Services Program
Schedule of Fees
This Schedule dated May 16, 2006, is attached to and made part of the Fleet Management Services
Agreement dated January 28,2OOS between LEASE PI-AN U.S.A., lNC. ("Service Provide/') and UNITED
WATER !NC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENTIFIED ON EXHIBIT A (Client'). This Schedule
is a supplement to, and does not replace, that certain Schedule of Services between the parties dated
December 20, 2005.
Fii CATEGORY#z
The Schedule of Fees is hereby revised to add the following services:
I X II Fuel Card
I rl WrigtilE)prass[ ] Voyager
$.75
Per Vehicle Per Month
Except as expressly modified herein, all the terms and conditions included in the Fleet Management
Services Agreement shall remain in full force and effect.
LEASE PLAN U.S.A",ING.
(Sewlce Prcvlder)
UNrrEDWATER ING. FOR ]TS AFFILIATES AND
SUBSIDI,ARIES IDENTIFIED ON EXHIBIT A
(Cllent)
By:
Tifle:
Date:
By:
Title:
Date:
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United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 47 of 58
&t' e---LeasePlan----/
AMENDMENT #I
Thls Amendment *1 is atlached to and specifcally incorporated ln that cortain Vehicle Lease Agreement and Fleet Management
Servlces Agreement (collectively the 'Agreements") dated December 20, 2005, between LEASE PLAN U.S.A., lNC. (Lessor/Service
Provider) and UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IOENIFIED ON EXHIBIT A (Lessee/Client).
The lirst, second and third paragraph are hereby deleted and replaced wilh lh€ following:
4. REIIITAL PAYMENTS
Lessee will pay Lessor. and Lessor will accept as payrnent ftom Lessee as rental for each Leased Vehicle the monthly rental specified in the
appllcable Schedule A. The renlal drarges shall be paid monthly in United States dollars not later than twenty (20) days of the due date atLessor's office as stated above or al such other place as Lessor may designals in writlng. Lessee shall make the monthly payments
regardlessofthefailureofLessortosendanlnvoicetoLessee. lnlheeventthe'dateinseMce'isnotthetirstdayotacalendarmonth,lhe
lnitlal rental payment shall be equal lo the producl ofthe monthly rental specifled ln the appllcable Schedule A limes the number ofdays
from the "date in seMce" lo the end of the celendar monlh divlded by thirty (30); lhlE paymant will be due and payable on fre same date as
the trsl full monthly bllllng. The first full monthly billing and all of the subsequant monthly rental payments will be due and payable, in
advanc€, on the 20'' day of each calendar month.
The parties understand that the rental charges specified in lhe Schedules A wlll be developed by application of the formula contained in
Schedule C of lhis Lease. This formula is based upon cerlain assumptions of Lessor and information furnished by Lessee as to lhe seMces
to be rendered hereunder and the cost thereof which may vary in the future. Accordingly, addllional Schedules may be executed by the
partlos from time to lime to refled agreed-upon changes in lhe formula. The parties further acknowledge that the rental charges under the
Lease are predicated upon Lessee maintaining, for the Lease Term, a Fl8et Manegement SeMces Agreement with Lessor and maintaining
at least 500 of th€ Leased Vehicles enrolled ln lhe seMces ln the event thal such agreement is terminated and services are not being used
by the Lessoe for at least 500 of lhe Leased Vehicles, Lessor shall be entited on a going forward basis to review the current status of the
Lessee account and lncreas€ the rental ciarges as appllcable. ln the event that the Lessoe objec{s to and fails to pay any such increase ln
the rsnlal rates charges, lhan Lessor reserves the right to lerminate the Lease.
The first paragraph ls hereby deleted and repleced with lhe following:
B. PAYMENTS1. Clienl agrees to pey Service Provider monthly for the feet managoment services al the rates set forth in the attached Schedule of
Fees (which may be updated by Seruice Provider upon thirty (30) days prior notlce) in United States dollars not later than twenly (20) days
of th6 due date (or invoice date as applicable) at SeMce Provideds office as stated above or at such other place as SeMce Provider may
designate ln writing.
Capltallzed terms not defined herein shall have the meanings given in the Agreements. Except as expressly modified herein, all
olher terms and @nditions. schedules and olher addendum included in or attached to the Lease shall remain in full force and effect.
LEASE PLAN U.S.A", INC.UNITEO WATER, INC. FOR ITS AFFILIATES AND
(Lo33orrservice Provl4l
SUBSIDIARIES IDET{IFIED ON EXHIBIT A(Les3es/Clionll, .
sisni"*-22-6 Sign:
Name: '-Z>**; r" (. }r+*u.
ritre: C FA
Name:
Tiile:
Data:9 -t z-<tf
LeasePlan by;
LeasePlan Title:
United Water ldaho
Case UW-W-15-01
Request No 71 Attach.3 LeaseAgreement LEASE PLAN
Page 48 of 58
,/---LeasePlan
-f\-/SCHEDULE C. RENTAL SCHEDULE
(One-Month LIBOR Floating Rate lndex)
This Schedule is for information of the parties to lhe Master Vehicle Lease Agreement dated December 20, 2005, (the'Lease')
botween LEASE PLAN U.S.A., lNC. ("Lessor") and UNITED WATER, lNC, FOR ITS AFFILIATES AND SUBSIDIARIES IDENIFIEO ON
EXHIBIT A ("Lessee") . All terms used herein shall have the meaning ascribed to them in the Lease. Effective July 3'1, 2009, this Schedule
is only effective for all new orders of Leased Vehicles received by Lessor on and after July 31, 2009.
The rental charge formula set out horoin 16 basod upon the sum of (a), (b), and (c):
The monthly rental charge for each L€asod V€hiclo shall bo based upon th€ Capitalized Cost thereol multiplied by a factor based
upon the sum of (a), (b), and (c):
(a) Amortizatlon of the Capitalized Cost of €ach Leased Vehicle at an equal monthly rate from lhe
Commencament Date through ths last full month of being in service as follows: '1.389% for 72 months;
(b) A monthly percenlage equal to the sum ofthe interesl payable to finance each Leased Vehicle and,
(c) Lessor's monthly'Administrative Fee of .0357, of tho Capitalized cost.
ThB total monthly rontal charge for fully amodized vehicles will be 12.00, billed monthly.
The rental charge formula as set out abovo is based upon an agaeed annual rate of interssl for Leased Vehicla financing of One-
MonthLlBOR"plus2.l0%.lntheeventthattheamountofannual interestchargeableforsuchfinancingshall beincreasedordecreased,
the forsgoing formula shall be adjusted as to all Leased Vehicles placed ln service after the date of such change. Both Lessor and Lesseg
agree that the interest rate with r9spsct lo each Leased Vehicle is based upon One-Month LIBOR ptus ZJg% and wlll be adjusted on the
'l sth ot every preceding month or, if the 15th falls on a weekend or holiday, the last business day prior to the 1 5th day of the precedlng
month." Upon dlspositlon of a Laased Vehicle, Lessoe shall pay to Lessor an amount equal to the difference between aclual simple lntersst
and lhe averaged interest bllled by Lessor as regards 6uch Lsasad Vehicl€.
LEASE PLAN U.S,A., INC,
(Lossorl
UN]TED WATER, INC. FOR ITS AFFILIATES
AND SUBSIDIARIES IDENIFIED ON EXHIBIT A
Sign:
Print:
TitlB:
[::1/]4
Print:(Fa
" For rale-settlng purposes, LIBOR shall mean the highost of lhe quotes in Iha Wall $reat Joumal published on the lsth of the month,
Please note that the intarest rato will be r6vi6wed periodically for changas in costs of borrowed funds.
ol/oa scc6o51 Page 'l of I
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 49 of 58
by applicatlon of the formula contained in
information fumished by Lessee as to the seNices
Uingly, addltional Schedules may be executed by the
fo(her actnowlsdg€ that the rental charges under the
UNITED WATER, INC. FOR ITS AFFILIATES AND
SUBSIDIARIES IDENIFIED ON EXHIBIT A
(Legseerclient)
Slgn:
Name:
Tille:
Date:
,/**%,**^LeasePlan
-.-./AMENDMENT #1
This Amendment #l is attached to and specifically incorporated in that ce(ain Vehicle Lease Agreement and Fleet
Services Agreement (mllectively the 'Agreemenls") dated December 20, 2005, bet\,veen LEASE PLAN U.S.A.. lNC. (l
Provider) and UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIDIARIES IDENIFIED ON EXHIBIT A
E rGctlvo Julv 31. 1005. the o8rtiea aqrss lhat th Vohiclo Lea3o AdGgn?qtjs .n$Jldod as ,ollow$i
The lirst, second end third paragraph are hereby deleted and replaced with the following:
4. RENTAL PAYMENTS
Lesoee will pay Lessor, &nd Lessor will accepl as paymont trom Les$ee as ranlal for each Leased Vshhls
app,icable Schedule A. ftts rental ciarges 6h.ll be paid monlhly by eldclronic paym€nl melhod in lri
ffionlhly tantal specilied in thB
States dollars not laler lharl
lwenly (20) days of lhe dus dals at Lesso/'s ollico as staled above or at such o{her placE a! Lessor
make the monildy paymenls rogardtess of the {ailule ol Lgssor to send an invoice to Lessee. ln lhq,/
desighata irl w(iting. Lesse$ gll?n
the ldate ift servie" is noi the firsl
day of a caiendar monlh, the initial rsntal paymenl shall ba €qusl to ihe producl ol the monlhly $peciilEd in lhe applisabls SchedillF A
limes the number of days ftom the "date ln service" to lhe end of the thlrty (30): lhis payment will be due snd
payable on the same date as lhe lirst full monlhly billing. The first tull
be due and payable, in advance, on the [i]st day ofe3ch calendar mol
billing the subsequent monlhly rental payments will
The parties understand that the rental charges
Schedule C of this Lease. This formula is based
to be rendered hereunder and the cosl thereof
parties from time to lime to reflect agreed-upon
applicable. ln lhe event that ihe Lessee objects
right to terminate lhe Lease.
Fees by electronic payment meth0d in United
Service Provideds office as stated above or at
updaled by Serlice Provider on a yeady basis
LEASE PLAN U.S.A, INC.
(Lesso?rservico Provider)
Sign:
Name:
Tite:
Date:
Also and Approved at LeasePlan by:
ied in the
certain as
A will
of
may vary in the
in ihe
!-ea5e afe predicatcd upon Lessee lor th8 Leass SeMc€s Ag{aemenl with Lessor. lJr lhe event lthatsuch agreemg$t ls ler,riiilated or he es are'not bsing lsed by lhe L#sea lor all Leased vehicles,
of the Lessm account and increase the rental charges asLessor Ehall be entitled on a going foMard to revigw
and fails to lncreas€ in the ronlal rates charges, lhen Lessor reserves lhag-'
The first paragraph is hereby deleted
B. PAYMENTS1. Client agrees to pay Service the fl6et management services at the rates set fo(h in the attached Schedule ol
nol laler than twenty (20) days of the due date (or invoi@ date as applicable) at ,place as Servlca provider may designate in writing. The Schedule of Fees may be. j
ing with the first day of the calendar year following the 12-month anniversary of the !
datg oftlrc Aoreem€,nu based upon the in the United Slateg_C_onsumer Pricelndex (all goods), which update will be ,
effective immediately upon notice lo Client.
upon thirty (30) days prior notice.
Provider may furlhsr update the Schedule of Fees from time to time in its sole discrBlion-
Capitalized terms not derined herein have the meanlngs given ln lh6 Agreements, Except as expressly modified herein, all
other addendum lncluded ln or attached to the Lease shall remain in full force and effect.other terms and conditions.
LeasePlan Title:
Datei
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 50 of 58
LeasePlan--1_/
SCHEDULE C. RENTAL SCHEDULE
(One-Month LIBOR Floating Rate lndex)
Thls Schedule ls for lnformation of th€ parties to the Master Vehicle Loese Agreement dated Oecember 20, 2005, (the "Leas€")
betw66n LEASE PLAN U.S.A., lNC. ("Lessor') and UNITED WATER, lNC. FOR ITS AFFILIATES AND SUBSIOIARIES IDENIFIED ON
EXHIBIT A ('Lessee'J . All terms used herein shall heve lhs meanlng ascribed to them in lhe Lease. Efective July 31, 2009, thls Schedule
ls only efbctlva for all new orders of Leas€d Vehicles receiwd by Lessor on and afler July 31, 2009.
The rental charge formula set out herein is based upon the sum of (a), (b), and (c):
Tte monlhly renlal charga for sach Lgased Vehic{e shall be based upon the Capilalized Cost lhereof multiplied by a factor based
upon lhe sum of (a), (b), and (c):
(a) Amorllzation oflhe Capltalized Cost oteach Leased Vehiclo at an equal monthly rate from lhe
Commen@menl Date through the last full month of being in seruic€ as tollows: 2.000% for 50 months;
(b) A monthly percentege equal to the sum ofthe interest payable to rinanc€ each Leased Vehlcle and,
(c) Le$o/s monthly Adminlstrative Fee of J035% of the Capilalized Cost.
The total monthly r6ntal chsrge for fully amortized vehicles wlll be 12.00, billed monthly.
The reotjal charoEJormula as set out above ls based upon an agreed annual rate of interest for Leased Vohicls financing ofglg
il'lonth LtBOR" plrt(5"i0% ) ln the event thal the amount of annual interest chargeabl€ for such llnanclng shall be lncreaseO or OlcriiTe?ltEt r€g6lfr?16'ffi68,ifi-ail-be sdjusted as to all Leased Vehicles placed in seMd after tha date of such irang6. Both L€ssor and LesseeagreethatthelnterestratewilhrespecttoeachLeasedVehiclelsbaseduponOne-MonthL|BORplus2.l0% andwlllbeadiustedonthe
1Eth of every preceding month or, iithe 1sth lalls on a weekend or holiday: rhe l6,5f5Iifi?-@dififfi1sth day of the irecedingmonth.* Upon dlsposiuon of a Leased Vehicle, Lessee shall pay lo Lessor an emounl equal to the differencs between actual simple interesl
and the averaged lnteresl bill€d by Lessor as regards such Leased Vehicle.
Sign:
Prinl:
'l-rtle:
Date:
LEASE PLAI.I U.S.A, INC.
lLesBor)
UNITED WATER, INC. FOR ITS AFFILTATES
AND SUBSIDLARIES IDENIFIED ON EXHIBIT A
(Lsssoo)
Sign;
Print:
Tltle
Date:
ABo Rovlewed I Approwd by:
Sign:
Print:
Title:
Dale:
" For rate-setting purpos€s, LIBOR shall mean th€ highest ofth€ quotos in lie tvall Street Jownal published on the I sth of the month.
tltu *c80s1 Page I of 1
United Water ldaho
Case UWI-W-'15-01
Request No 7'l Attach. 3 Lease Agreement LEASE PLAN
Page 51 of 58
llut, Vti .s l. vt L(v6. ot ?, ) 7' fnrrrt*.*
for: Unlted Water
LeasePlan USA Amortization
FLOATING RATE OPEN.END LEASE
Vehicle: 2Ol0 F25O
Value:
Valuel
(lrlonths):
Intarest Rate:
-t3ag8g'$o.oo
60-----iJffi"
DGpr€clatlon Type3
Interest Method:
[onthly DGpreciation:
Administratlve Fee:
s/LLevel Ybld
1.65667q6
0.O35o/o
Balance
$23,600.00
$23,200.00
$22,800.00
$22,400.00
$22,000.00
$21,600.00
$21,199.99
$20,799.99
$20,3e9.99
$19,999.99
$19,599.99
$19,199.99
$18,799.99
$18.399.99
$17,999.99
$ 17,599.99
$17,199.99
$16,799.99
$16,399.98
$1s,999.98
$15,599.98
$15,199.98
$14,799.98
$14,399,98
$13,999.98
$13.s99.98
$13,199.98
$12,799.98
$12,399.98
$11,999.98
$11,s99.98
$1 r,199.97
$10,799.97
$10,399.97
$9,999.97
$9,599.97
$9,199.97
$8,799.s7
$8,399.97
$7,999.97
$7,s99.97
$7,199.97
$6,799,97
$6,399.96
1
2
3
4
5
6
7
8I
10
11
t2
t3
t4
15
16
17
1a
19
20
2L
22
23
24
25
26
27
2E
29
30
31
32
33
34
35
36
37
3E
39
40
4L
42
43
44
Payment
$436.89
$436.42
$435.94
$435.47
$435.0O
$434.52
$434.0s
$433.s8
$433.10
$432.63
$432.16
$431.69
$431.21
$43O.74
$430.27
$429.79
$429.32
$428.85
$428.37
$427.9O
$427.43
$426.95
$426.48/4AiEd"i\
-
$425.53
$42s.06
$424.59
$424.tt
i423.64
$423.L7
$422.7O
$422.22
$421.75
$421.28
$420.80
$420.33
$419.86
$419.38
$418.91
$418.44
$4L7.96
$417.49
$417.02
$415.54
Interest Prlncipal
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400,o0
$4o0.oo
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.0o
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
Admin.
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.so
$8.s0
$8.50
$8.50
$8.so
$8.s0
$8.s0
$8,s0
$8.50
$8.s0
98,s0
$8,s0
$8.s0
$8'50
$8.s0
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.s0
$8.s0
$8's0
$8.s0
$8.s0
$8,s0
$28.39
$27.s2
$27.44
$26.97
$26,s0
$26.02
$2s.ss
$2s.08
$24.60
$24.13
$23.66
$23.18
$22.7t
$22.24
$2t.76
$21.29
$20.82
$20,3s
$19.87
$19.40
$ 18.93
$18.4s
$17.98
$17.51
$17.03
$16.56
$16.09
$1s.61
$ls.14
$14,67
$14.19
$t3.72
$r3.2s
$L2.77
$12.30
$ 11.83
$ 11.36
$10.88
$1O.41
$9.94
$9.46
$8.9s
$8.s2
$8.04
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 52 of58
USA Amortlzation Sch€du!€
FLOATING RATE OPEN.END LEASE
for: Unhed Water Vehicle: 2010 F25O
Deprcclatlon Type:
Interest Methodl
Monthly Deprecaatlon.
Admlnlstratlve Fee:
Value:
Value:-13&,9,9,9,.99-', $o.00
6o-Tiii6[-,
s/L
Laval Yleld
1.66667o1i,(14onths):
Rat€:
Perlod
0.035q6
. Payment Int€rest Princlpal Admin. Balance
45
46
47
48
49
50
51
s2
53
54
55
56
57
58
59
60
$416.07
$41s.60
$415.12
$414.65
$414.18
$4L3.7L
$413.23
$412.76
$4t2.29
$411.81
$41 1.34
$410.87
$410.39
$409.92
$409.45
$7.57
$7.10
$6.62
$6.1s
$s.68
$s.20
$4.73
$4.26
$3.79
$3.31
$2.84
$2.37
$1.89
$L.42
$0,9s
$400.00
$400.00
$400.00
$400,00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$8.s0 $s,999.96$8.s0 $s,s99.96$8.50 $5,199.96$8.s0 $4,799.96
$8.s0
$8.so
$8.s0
$8.so
$8.50
$8.s0
$8.s0
$8.50
$8,s0
$8.s0
$8.s0
$4,399.96
$3,999.96
$3,599.96
$3,199.96
$2,799.96
$2,399.96
$1,999.96
$1,599.96
$1,199.95
$799.95
$39s.9s
$0.00$49q..eL $0.47. $3ee.es $8.s0375.86 +85s.86
I capitallzed co6t Formuta per Current Proposal:
Factory Involce Amount:
Volume Purchase Agreement:
Purchase Prlce to LeasePlan:
LeasePlan AdJustment:
Total Capitallzed Cost:
2 Interest calculatlon Per current Proposalr
One-month LIBOR:
LeasePlan's Markup:
United Water Rate:
$24,000.00
$700.00
$24,700.00
-$7oo.o0
$24,000,00
0.5000o/o
_0.9Oyo
1.4000o/o
United Water ldaho
Case UW-W-15-0'l
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 53 of 58
Schedule
FLOATING RATE OPEN.END LEASE
Resldual Value:
f€rm (Months):
i24,OOO.OO r
lo.oo
60-m.
Vehlcle: 2O1O F25O
Depreclatlon Type3
Interest ilGthod:
Monthly Deproclatlon:
Admlnlstratlve Fe6:
for: Unlted Water
1.666670./0
o.035q6Rate:
JgriodI
2
3
4
5
6
7
a
9
10
1l
t2
13
14
15
16
t7
18
19
20
2t
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
4l
42
43
44
- rev!!9!!
$469.33
$468.32
$467.31
$466.29
$465.28
$464.26
$463.25
$462.24
$46L.22
$450.21
$459.20
$4s8.18
$4s7.L7
$456.1s
$455.14
$454.13
$4s3.1 1
$4s2.10
$451.08
$450.O7
$449.O6
$448.04
$447.O3
zgfa6:di\J+ls.oo
$443.99
$442.97
$441.96
$440.95
$439.93
$438.92
$437.90
$436.89
$435.88
$434.86
$433.8s
$432.83
$431.82
$430.81
$429.79
$428.78
$427.76
$426.75
$42s.74
lnterest Princlpal
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400,00
$400.00
$400.00
$400.00
$400.00
$400.00
9400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
$400.00
Admin.
$8.s0
$8,s0
$8.50
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.s0
$8.s0
$8.50
$8.50
$8.50
$8,s0
$8.s0
$8.s0
$8,s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.so
$8,50
$8's0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.so
$8.s0
$8. s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
Balance ,.,
$23,600.00
$23,200.00
$22,800.o0
$22,400.00
$22,000.00
$21,600.00
$21,199.99
$20,799.99
$20,399.99
$19,999.99
$19,599.99
$19,199.99
$18,799.ss
$18,399.99
$17,999.99
$17,s99.99
$17,199.99
$16,799.99
$16,399,98
$1s,999.98
$15,s99.98
$15,199.98
$14,799.98
$14,399.98
$13,999.98
$ 13,599.98
$13,199.98
$12,799.98
$12,399.98
$11,999.98
$1 1,599.98
$1 1,199.97
$10,799.97
$10,399.97
$9,s99,97
$9,s99.97
$9,199.97
i8,799.97
$8,399.97
97,s99.97
$7,s99.97
$7,199.97
$6,799.97
$6,399.96
$60.83
$s9.82
$s8.81
$s7.79
$s6.78
$s5.76
$54.7s
$53.74
$52.72
$s1,7r
$s0.69
$49.68
$48.67
$47.65
$46.64
$4s.62
$44.51
$43.60
$42.s8
$41.s7
$40.s6
$39.s4
$38.53
$37.s1
$36.s0
$3s.49
$34.47
$33.46
$32.44
$31.43
$30,42
$29.40
$28.39
$27.37
$26.36
$25.3s
$24.33
$23.32
$22.31
$2t.29
$20.28
$ 19.26
$18,2s
$17.24
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 54 of 58
LcasePlan USA Amortizatlon Schedule
FLOATING RATE OPEN.END LEASE
value!
Value:
(Months):
Intor€lt Rat6:
-@,9,9.'fo.oo
50-Tooq6''
V€hlcl€: 2o1O F250
D€pr€clatlon Typ€:
Interest M€thod:
Monthly Depr€clation:
Admlnistrative Fee:
for: Unlted watel
slL
Levcl Yleld
1.66667q6
o.o35q6
Perlod
45
46
47
48
49
505l
52
53
54
55
56
57
58
59
60
Payment
$424.72
$423.7L
$422.7O
$421.68
$42O.67
$419.6s
$418.64
$417.63
$416.61
$415.60
$414.58
$413.57
$412.56
$411.54
$410.s3
$409.47
lnterest
$t6.22
$rs.21
$14.19
$r3.18
$L2.t7
$1 1,1s
$10.14
$9,12
$8.1r
$7.10
$6-08
$s.07
$4.06
$3.04
$2.03
$1.01
Prlncapa!
$400.00
$400,00
$400,00
$40o.00
$40o.00
$400,00
$400.00
$400.00
$400.00
$400.00
$4O0.00
$400,00
$400.00
$400,00
$400.00
$399.95
Admln.
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.s0
$8.s0
$8.s0
$8.50
$8.s0
$8.s0
$8.s0
98.s0
$8.s0
$8,s0
$8.s0
Balanca
$5,999.96
$5,s99.96
$s,199.96
$4,799.96
$4,399.96
$3,999.96
$3,s99.96
$3,199.95
$2,799.96
$2,3e9.95
$1,999.96
$1,599.96
$1,199,95
$799.95
$399.9s
$0.00
1
1 Capltaltzed Cost Formula per Current Proposal:
Factory Involce Amount:
volume Purchase Agreement:
Purchase Price to LeasePlan:
LeasePlan AdJustment:
Total Capltallzed Cost:
2 Interest Calcutatlon Per Current Proposa!:
One-month LIBOR:
LeasePlan's Markup:
United water Rate:
$24,000.00
$700.00
$24,700.00
.._..._ -$700.00
$24,000.00
2.10009o
0.90o/o
3.0000%
0,1'1. h I,l '/. \nat*tt ,tt,tl ,'will 7e
for: United Water
-t3&zgg'ro.99
72
-ffi-,
LeasePlan USA Amortization Schedule
FLOArING RATE OPEN-END LEASE
United Water ldaho
Case UWI-W-15-01
Request No 7'l Attach. 3 Lease Agreement LEASE PLAN
Page 55 of 58
Value!
Value3
erm (Irlonths):
Rat€:
slL
Level Yleld
1.3889116
E
Perlodr,:':7
4
5
6
7
8
g
10
11
t2
13
L4
15
16
L7
l8
19
20
2t
22
23ct6.t7 24
o. ?,6'l' :Z
27
2A
29
30
3l
32
33
34
,il,61 ol l:
t5 't. ii
39
40
4L
42
43
44
45
46
47
Paymeqt
$343.63
$343.26
$342.90
$342.53
$342.16
$341.80
$34L.43
$341.07
$340.70
$340.34
$339.97
$339.60
$339.24
$338.87
$338,51
$338.14
$337.77
$337.4L
$337.04
$336.68
$336.31
$335.94
$33s.s8
$335.2r
$334.85
$334.48
$334.1 1
$333,7s
$333.38
$333.02
$332.6s
$332.28
$331.92
$331.ss
$33 1. 19
$330,82
$330.4s
$330.0s
$329.72
$329.36
$328.99
$328.62
$328.25
$327.89
$327.53
$327.L6
$326.79
rn!9r-q9j..*
$26.3s
$2s.98
$25.52
$2s.2s
$24.89
$24.52
$24.15
$23.79
$23.42
$23,06
$22.69
$22.32
$21.96
$21.s9
$2L.23
$20.86
$20.4e
$20.13
$19.76
$19.40
$19.03
$ 18.66
$18.30
917.93
$L7.57
$L7.20
$16.83
$16.47
$ 16.10
$ 15.74
$1s.37
$r5.00
$r4.64
$L4.27
$13.91
$13.54
$13.17
$12.81
sLz.44
$12.08
$11.71
$ 1 1.34
$10.98
$10.61
$10.25
$s.88
$9.52
principa,t
$309.39
$3O9.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309,39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.3e
$309.3e
$309,39
$309.39
$309.39
$309.39
$309.39
$309.3e
$309.39
$30e.39
$309.39
$309.39
$309.39
$30e,39
$309.3e
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
o.035q6
Baiance
$21,966.61
$2L,6s7.22
$2r,347.83
$2r,038.44
$20,729.0s
$2O,4t9.67
$20,1r0.28
$19,800.89
$19,491.50
$19,182.1 1
$L8,872.72
$18,563.33
$18,2s3.s4
$17,944.55
$r7,635.16
$L7,32s.77
$17,016.38
$16,707.00
$16,397.61
$16,088.22
$1s,778.83
$15,469.44
$15,160.0s
$14,8s0.66
$t4,541.27
$ r4,23 r.88
$t3,922.49
$13,613.10
$13,303.72
$12,994.33
$12,684.94
$12,375.s5
$12,066.15
$[L,756.77
$11,447.38
$11,137.99
$10,828.60
$10,sr9.21
$10,209.82
$9,900.43
$9,591.05
$9,281.66
$8,972.27
$8,662.88
$8,3s3.49
$8,044,10
*7,734.7L
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7,89
$7.89
$7.89
$7.89
$7,89
$7.89
$7.89
$7.89
$7.89
$7,8e
$7.8s
$7.8e
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
L
tu^JLh ,n[ rrcru*u. tt' t , ih
Vehlcle:09 F250 Sprcb XL 4x4
Depreclatlon Type:
Inter6t H€thod:
Monthly Depreciataon:
Administrative Fee:
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 56 of 58
for: United Water
LeasePlan USA Amortlzation Schedule
FLOATING RATE OPEN-ET{D LEASE
Vehlcle:09 F250 SprCb XL 4x4
value:
Value:
(trlonths):
Interest Rate:
-&29:99'to.oo
72
-ff,fr,
Depreclation Type:
Interest Method:
Monthly Depreciation:
Administrative Fee:
,.q/.!Level Yleld
1.38890r,
O.O35ort
Balancet ,- Pcraodfl.jtr 48
,.,1 'l , 4sil2', so
51
s2
53
54
55
56
57
5a
59
60
6t
62
63
64
55
66
67
68
69
70
7t
72
Payment
$326.43
$326.06
$32s.7O
$32s.33
$324.96
$324.60
$324.23
$323.87
$323.s0
$323.13
$322.77
$322.4O
$322.O4
$32L.67
$321.30
$320.94
$320.57
$320.21
$319.84
$319.47
$319.r 1
$318.74
$318.38
$318.01
$317.63
.Interest
$9.1s
$8.78
98.42
$8.05
$7.69
$7.32
$6.e5
$6.se
$6.22
$s.86
$s.49
$s.12
$4.76
$4,3s
$4.03
$3.66
$3.29
$2.93
$2.s6
12.20
$r.83
$1.46
$1.10
$0.73
$0.?"L
$961.76
Prlnclpal
$309.39
$309,39
$309.39
$309,3e
$309.3s
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.3e
$309.39
$309.39
$309.39
$309.39
$30e.39
$309.39
$309.37
Admln,
$7.8s
$7.89
$7.89
$7.89
$7.89
$7,89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.8s
$7.8s
$7.89
$7.8e
$7.8s
$7.89
$7.8s
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7,425.32
$7,115.93
$6,806.54
$6,497.1s
$6,t87.76
$5,878.38
$s,568.99
$5,259.60
$4,950.21
$4,640.82
$4,331,43
$4,O22.o4
$3,712.6s
$3,403.26
$3,093.87
$2,784.48
$2,475.L0
$2,L65.71
$1,856.32
$1,546.93
$L,237.s4
$928.15
$618.76
$309.37
$0.00
1 Capitalized Cost Folmula per Currcnt Proposal:
Factory Invoice Amount:
Volume Purchase Agreement:
Purchase Price to LeasePlan:
LeasePlan AdJustment:
Total Capitalized Cost:
2 Interest Calculatlon Per Current Proposal:
One-month LIBOR:
LeasePlan's Markup:
Unlted Water Rate:
$25,576.00
-$2,600.00
$22,976.OO
. -$700.00
$22,276.OO
0.50o/o
0.9oo/o
L.4Oo/o
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 57 of 58
for: united Wat€r
L€asePlan USA Amortlzatlon
FLOATING RATE OPEN-END LEASE
Vchlclo:09 F25O SprCb XL 4x4
value:
Value:
Term (Months):
Intarest Rato:
-$gg]jgg'*o.0o
72*-ffi.
Depreclatlon Typ€:
Inter66t Method:
tlonthly DeprectaUon:
Adminastratlve Fee:
Princlpal
$309.39
$309.39
$309.39
$309.39
$309,39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309,39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$3O9.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309,39
$309.39
$309.39
$309.39
$309.39
$309.39
$30e.39
$309.3e
$309.3s
$309.39
$309.3e
$309.39
$309.39
$30s,39
$309.39
slL
Lcvel Yleld
1.3889q/o
o.o35q6
1
2
3
4
5
6
7I
9
10
l1
12
13
t4
15
16
t7
18
19
20
2t
22
23
24
23
26
27
28
29
30
31
32
33
34
35
36
37
38
39
404t
42
43
44
45
46
47
Payment
$366.21
$36s.s3
$354.85
$364.18
$363.s0
$362.82
$362.14
$35r.46
$360.78
$350.10
$359.42
$358.74
$3s8.o6
$3s7.38
$3s6.70
$356.02
$355.34
$3s4.66
$353.98
$3s3.30
$3s2.62
$35r.94
$351.26
$350.s8
$349.90
9349.22
$348.54
$347.86
$347.t8
$346.50
$34s.82
$345.14
$344.47
$343.79
$343.1 1
$342.43
$341.7s
$341.07
$340.39
$339.71
$339.03
$338.3s
9337.67
$336.99
$336,31
$335.63
$334.ss
Interest Admln.
$7.89
$7.8e
$7.8e
$7.89
$7.89
$7.8e
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.8s
$7,89
$7.89
97.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.8e
$7.8e
$7.89
$7,8e
$7.89
$7.89
$7.89
$7.89
$7.89
$7.8e
$7,89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7.89
$7,89
Balanc.e
$21,966,61
$2L,657.22
$21,347.83
$21,038.44
$2O,729.O5
$2O,419.67
$20,1 10.28
$19,800.89
$19,491.s0
$19,182.1 1
$t8,872.72
$18,563.33
$18,253.94
$t7,944.55
$17,63s.16
$L7,325.77
$17,016.38
$16,707.O0
$16,397,61
$16,088.22
$15,778.83
$t5,469.44
$1s,160.05
$14,850.66
$14,s4t.27
$14,231.88
$13,922.49
$13,613.10
$13,303.72
$12,994.33
$L2,684.94
$12,375.55
$12.056.16
$rt,7s6.77
$1 1.447.38
$1 r,137,99
$10,828.60
$10,sr9.21
$10,209.82
$9,900.43
$9,591.05
$9,28r.66
$8,972.27
$8,562.88
$8,353.49
$8,044.10
$7,734.7L
$48.94
$48.26
$47.s8
$46.90
$46.22
$4s.54
$44.86
$44.18
$43.50
$42.82
$42.L4
$41.46
$40.78
$40.10
$3s.42
$38.74
$38.06
$37.38
$36.70
$36.02
$3s,34
$34.66
$33.98
$33.30
$32.62
$31.94
$31,26
$30.s8
$29.90
$29.23
$28.ss
$27.87
$27.t9
$26.s1
$2s.83
$25.1 s
$24.47
$23.7e
$23.11
$22.43
$21.7s
$21.07
$20.39
$19.7 r
$19.03
$18.3s
$17.67
United Water ldaho
Case UW-W-15-01
Request No 71 Attach. 3 Lease Agreement LEASE PLAN
Page 58 of 58
for: Unlted watGr
Leas€Plan USA $chedule
FLOATING RATE OPEN.END LEASE
Vehlcle: 09 F250 SprCb XL 4x4
value:
Value:
(Months)r
-t333@'$o.oo
72T6i6-,
Dcpreciataon Typo!
Inter€st Method:
lrlonthly Depreciataon !
Admlnistratlve Fe6:
s/L
Level Yleld
1.3889116
o.o35q6Rate:
Period
4A
49
50
51
s2
53
54
55
56
57
58
59
60
61
62
63
64
65
66
67
68
69
707l
72
Payment
$334.27
$333.59
$332.91
$332.23
$33 r.ss
$330.87
$330.19
$329.51
$328.83
$328.1s
$327.47
$326.79
$326.1 1
$325.43
$324.76
$324.08
$323.40
$322.72
$322.O4
$321.36
$320.68
$320.00
$319.32
$318.64
$317.94
$16.99
916.31
$1s.63
$14.95
$t4.27
$13.s9
$12.91
$12.23
$ 11.s5
$10.87
$10.r9
$9.s2
$8.84
$8.r6
$7.4e
$6.80
$6.12
$s.44
$4.76
$4.08
$3.40
$2.72
$2.04
$1,36
$0.68
$309.39
$309.39
$309.39
$30e.39
$309.39
$309,39
$309.39
$309,39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.39
$309.3s
$309.39
$309.39
$30e.39
$309.39
$309.39
$309.37
Interest Prlncipal Admln. Balance
$7.89 $7,42s.32$7.89 $7,11s.93$7.89 $6,805.54$7.89 $6,497.15$7.89 $6,187.76$7.89 $s,878.38$7.89 $5,s68.99$7.89 $5,259.60$7.89 $4,950.21
$7.89 $4,640.82$7,89 $4,331.43$7,89 $4,O22.O4$7.89 $3,7L2.65$7,89 $3,403.26$7.89 $3,093.87$7,89 $2,784.48$7,89 $ZA7,.LO$7,89 $2,16s.71$7.89 $1,8s6.32$7.89 $1,546.93$7.89 $L,237.s4$7.89 $928.1s$7.89 $618.76
$7.89 $309.37$7.89 $0.00I
I Capltalazed cost Formula per Gurrent Proposal:
Factory Invoice Amount:
Volume Purchase Agreement:
Purchase Prlce to LeasePlan:
teasePlan Adjustment:
Total Capitalized Cost:
2 tnterest Calculatlon Per Current Proposal:
One-month LIBOR:
LeasePlan's Markup:
Unlted Water Rate:
$25,576.00
-$2,600.00
$22,976.OO
-$700.0o
$22,276.OO
L.70o/o
0.909o
2,600/0
UNITED WATER IDAHO INC.
CASE UWI-W.I5.01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 72: Please provide work papers and documentation (including original
cost, depreciation schedule and sale/auction proceeds) from sale/auction of vehicles for
the three-year average 2013 through April 2015 actual amount of $88,700 from J. Cary
Exhibit No. 10.1.16.
RESPONSE NO. 72: The Company's fleet of vehicles and heavy equipment are
leased. After the term of the lease expired, the vehicle title transferred from the leasing
agency to the Company with a $0 basis. When the vehicle was eventually sold, the
proceeds from the sale would offset vehicle expense.
An exception to leased vehicles is the 1995 John Deere 410D Backhoe which was
purchased directly and was an asset on the Company's books.
Ford Competitive Pricing rebates are included as proceeds for the vehicle expense
analysis, but these manufacturer lease rebates are not proceeds from sale of vehicles.
Please see attached file: #T2Yehicle Proceeds 2013 to 201S.xlsx for the schedule of
proceeds, rebates and vehicle original cost.
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UNITED WATER IDAHO INC.
cAsE uwl-w-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 73: Please provide an explanation for the use and justification of
74.060/o as the Transportation Pro Forma O&M ratio as documented in J. Cary Exhibit
No. 10.1.16.
RESPONSE NO. 73: The 2014 ratio of 74.06% is derived from the test year
transportation allocation expense of $429,755, divided by the gross vehicle allocation
total of $580,310. The Company asserts that a recent actual annual allocation ratio of
transportation costs to Operations & Maintenance is generally the best estimate in
projecting pro forma transportation expense. The Transportation O&M ratio was
76.19%for 2012,76.73%for 2013, and 74.060/ofor 2014. A conservative approach was
used for projecting the pro forma level of expense by applying the lower 2014 rate
rather than an average of the three years.
UNITED WATER IDAHO INC.
CASE UWI-W.I5-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 74: Please provide the invoice and proof of payment for Gowen tank
interior painting requested for inclusion in the 2015 rate case.
RESPONSE NO. 74: Please see attached files:
#T4Payment proof - Gowen Tank.pdf
#74 JL Co Northeast lnv 6535 - Gowen Tank.PDF
#74 JL Co Northeast lnv 6537 - Gowen Tank.PDF
#74 JL Co Northeast Void_Reissue backup - Gowen Tank.PDF
#74 Rule Steel lnv 0016684-lN - Gowen Tank.PDF
United Water ldaho
Case UW-W-15-01
Request No 74 Attachment JL Co Northeast lnv 6535 - Gowen Tank
Page 1 of 'l
J L Co. Northeast, Inc.
(s09Y8440e7
l47l8E 32nd Ave
Veradale, WA 99037
Bill To
United Water ldaho lnc
8248 W Victory Rd
BoiseID 83709-4165
lnvoice
Date lnvoice #
5t30120t4 6535
Ship To
Gowen Water District
Boise, ID
P.O. Number Terms Rep Ship Via F.O.B.Project
Due Upon Receipt st30t20t4 Gowen Tank
Quantity Item Code Desuiption Price Eac*r Amount
I Contract Condition...70olo Complete of Contract - Blast and Prime Complete 136,374.70 t36,374.70
We appreciate your business!TOtal $136,324.70
United Water ldaho
Case UW-W-I5-0'l
I LC-rr'. Northeast, krc.
(swY844097
14718 E 32ndAve
Veradale, WA 99037
Elill To
ffiI*
E24E w victory Rd
BoiseID E37094165
Request No 74 Attachment JL Co Northeast lnv 6537 - Gowen Tank
Page 1 of 1
lnvoice
Date lnvoice #
7ilnot4 6537
Ship To
6;rwrt*D;ffi
Boisg ID
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United Water ldaho
Case U\M-W-l5-01
PaymentVoucher Detail
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Case UW-W-15-01
Check Status Report
Request No 74 Attachment JL Co Northeast Void_Reissue backup - Gowen Tank
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United Water ldaho
Case UW-W-15-01
Tammen, Sharon
Request No 74 Attachment JL Co Northeast Void_Reissue backup - Gowen Tank
Page 4 of 4
Frcm:
Sent
To:
Subfech
Importance:
Costello, Colleen
Thursday, August 07, 2014 11:57 AM
Tammen, Sharon
FW:Invoice 5535
High
Just wanted to follow up with you. Have you had a chance to look at this yet. Michael has emailed me again thanks.
-Colleen
Frcm: Costflo, Colleen
Sent: Tuesdan August 05, 201.1 8:35 AM
To: Tarnrnen, Sharcn
Su$ecb Inrcle 6535
Importane: Hlgh
Hi Sharon,
Can you please tell me if the check for V-74225 has been cashed. This is for BU:0(X)60 check #00410229 tor 5L36,374.7O
There seems to be an issue with the vendor receiving this check again. When it was sent back to me with the incorrect
address. I called and and resent it with the correct address. Michael thinks the vendor has voided and destroyed the
check please advise.
Thank you
-Colleen
From: Wlson, MidEel (Idaho)
SenE Mondan Aqust U,ZOl410:214 AM
To: Oostello, @lleen
SubJecil FW: payment on Gowen - J&L Co. Noftheast
Importane: High
Hi Colleen,
Did you re-send the check that was supposedly stopped or lssue a new one? lt appears that maybe the vendor
destroyed the re-issued check thinking it was the voided one. lf that is the case can you please re-issue again asap and
FedEx to the vendor.
Thanks,
Michael
Frcm : candvmcT3@comcast. net
SenB Thurcday, July 31, 2014 11:33 AM
To: Wbon, Midnel (Idaho)
SubJec[ Re: paymenton Gowen
Micheal, We received a call from your office for our corect address,the lady stated that the check had
been returned and was going to resend it. Then we were told that the check was the one that had a
stop payment issued,we destroyed the check . That rirould have been the time your office called for
the conect address. I think that if that was the reissued check,than it was shredded.Please if you can
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United Water ldaho
Case UW-W-15-01
Request No 74 Attachment Rule Steel lnv 0016684-lN - Gowen Tank
Page 1 of 1
I
Page:
nvoioe
RULE
11299 BASS I.ANE.
CALDWELL,ID 83605
(208)58$3031 (800)76$5636
JTFFY JACKS [phone]
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WATER OF IDAHO
8248 WVICTORY RD
Boise,lD 83709
0016684-tN
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UNITED WATER OF IDAHO
PO BOX 229
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SPECIALIZING IN TANKS STAINLESS STEELTAI.IKS SEED BOXES & JIFFYJACKS FOR OVER 50 YEARS
UNITED WATER IDAHO INL.
cAsE uwt-w-l5-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary/Jerry Healy
REQUEST NO. 75: Please provide all initial costs and deferred amortization schedules
for remaining tanks/reservoirs listed on Company Witness Cary's Work papers, Exhibit
No. 10.1.21.
RESPONSE NO. 75: Please see attached file #75 Tank Painting Amortization.xlsx for
initial tank painting costs and the amortization schedules.
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UNITED WATER IDAHO INC.
CASE UWI-W-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 76: Please explain which expenses are included in the OPEX line for
2014in the response to First Production Request No. 16.
RESPONSE NO. 76: Gross transportation expenses (and proceeds) are allocated
based upon the time allocation of employees assigned to vehicles. A portion of each
transportation expense listed below (totals to Net amount to Allocate) is included in the
OPEX line.
zot4 2912 2Afi2013
LeaEe cost
Fuel
P- Card malnt. materlals, outslde servlces
Mechanic pay & fringe benefits
lnsurance
Depreclatlon
GPS
VA Allowanee
Proceeds
t'Jet amount te Allocate
OPEX
OPEX Ratio
258,225 201,271 242,782 282.237
186,S48 205,21S 196,254 t33,072
75,3S7 S5,72S 90,027 90,77CI64,515 87,043 65.21& 76,22433,141 29,402 42,411 39,268
4,281
15,715
4,281 5,232 2S,ts4015,169 13,S79 12,440
28.142 s.600 s.200 s 800
667.064 627.714 66'1.704 733.451
(76,7s4)(r 2,799)(400) (3,780)
588,310 614,S15 564,304 729,970
429,755
74.06%
471,844
76.73o/o
506,{59 551,776
76-199/" 75.62q/"
UNITED WATER IDAHO INL.
GASE UWI-W-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Jarmila Cary
REQUEST NO. 77: Regarding adjustment No. 10 Energy, please provide work papers
showing the ($34,832) EnerNOC activity summaries and payment received in January
2015, as given by Company Witness Cary in page 8 of her testimony.
RESPONSE NO. 77: Please see attached file #77 Enernoc Jan 2015 Pmt.pdf for the
supporting documentation.
Request No 77 Attachment Enemoc Jan 201 5 Pmt
Page 1 of9
EARNINGS STATEMENT
United Water ldaho
Case UW-W-15-01
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Visit logln.enernoc.com for performance or paymenl details.
RECEIVED
JAN r 3 z0r5 Your Earnings this Period:
uNrrED wArER $ 34,$i;T t ""f 4
SUMMARY
CAPACITypAyMENTSTOTAL: $29,725,3,1
ENERcy PAYMENTS ToTAL: $6,i06.43
Bill Carr
CiO United Water ldaho
PO Box 1 90420
Boise. lD 83719-0420
Statement Oate:'l 17 1201 5
Program: ldaho Power ldaho Power FlexPeak Management Program
Account tD: 036268
Check Number: 000174506
United Water ldaho
Case UW-W-15-01
Request No 77 Attachment Enemoc Jan 2Ol S pmt
Page 2 of 9
EARNINGS STATEMENTQ rN=RNoc
Have a questlon about this statement?
Contact us at 888-ENERNOC [888.363.7662] or [e-mail].
Visit logiln.enernoc.com for performance or payment details.
CAPACITY PAYMENTS $28,225.31
PERIOD
Site: United Water ldaho Columbla WTP, Zone: Entire Service Territory
PARTIAL MONTH PAYMENT CONTRACTEDFAcroR CAPACIW (kW) PR|CE (g/kw)
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Paymenl
Capacity Payment
2014 ldaho True Up
Capacity Payment
Capacity Paymenl
Capacity Payment
06/1 6/201 4-06 t22t201 4
06t23 I 2U 4 -A6 129 tzg',t 4
06130t20 1 4-o7 106 1201 4
07 lo7 t20 1 4-07 t 1 3 1201 4
07t14DO14-O7t2U2414
07 t21 120 1 4-O7 127 t20 1 4
08 ta1 1201 4-08131 t201 4
07 128 1201 4 -O8 I 03 1201 4
08la4no14-0811012014
081 1 1 t201 4-081 1 7 t201 4
CAPACITY
PAYMENTS
$114.29
$114.29
$88.31
$109.09
$226.36
$109.09
$3,565.7't
$247.79
$114.29
$233.33
o.238095
0.238095
0.136364
0.227273
0.227273
0.227273
0.047619
0.238095
0.238095
120
120
240
120
249
124
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
540
120
245
UNITED WATER IDAHO COLUMBIA WTP SUBTOTAL:$4,922.s5
Have a question about thls statement?
Contact us at 888-ENERNOC [888.363.7662] or [e-mail].
Visit login.enernoc.com for performance or payment details.
15.01.07 Page 2 of I
United Water ldaho
Case UW-W-15-01
Request No 77 Attachment Enemoc Jan 201 5 Pmt
Page 3 of I
EARNINGS STATEMENT
Have a question about this statement?
Contact us at 888-ENERNOC [888.363.76621 or [e-mail].
Visit logln.enernoc.com for performance or payment details.
CAPACITY PAYMENTS (continued)
PARTIAL MONTH PAYMENT CONTRACTEDPERTOD FACTOR CApACtTy {kW) pRtCE ($/kw)
Site: United Water ldaho Pioneer Well, Zone: Entire Service Terrltory
OrNrRNoc
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
2014 ldaho True Up
Capacity Payment
Capacity Payment
Capacity Payment
o6t16t2014-O6t22/2014
0612312014-06n9no14
o6t30no14-o7to612014
07 lo7 1201 4-o7 t I 3t201 4
07 I 1 4t201 4 -07 t20t201 4
07n112014-O7t27t2014
0810 1 1201 4 -0813 I t201 4
07n8no14-o8to3t2014
0B t0 4 1201 4 -08 I 1 0 1201 4
081 1 1 1201 4-081 17 1201 4
0.238095
0.238095
0.136364
0.227273
o.227273
o.227273
0.047619
0.23809s
0.238095
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$**
$4.00
$4.00
$4.00
CAPACITY
PAYMENTS
$285.71
$285.71
$220.78
$272.73
$226.36
$272.73
$3,565.71
$247,79
$285.71
$233.33
300
300
600
300
249
'i:
540
300
245
UNITED WATER IDAHO PIONEER WELL SI,JBTOTAL:$s,896.58
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15.01.07 Page 3 of 9
United Water ldaho
Case UW-W-15-01
Request No 77 Attachment Enemoc Jan 201 5 pmt
Page 4 of g
EARNINGS STATEMENT
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CAPACITY PAYMENTS (Continued)
PARTIAL MONTH PAYMENT CONTRACTEDFACTOR CAPACTTY (kW) PR|CE ($/kW)
Q rNrRNoc
PERIOD
Slte: United Water.ldaho Pleasant Valley, Zone: Entire Service Territory
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
2014 ldaho True Up
Capacity Payment
Capacity Payment
Capacity Payment
06 t 1 6 120 1 4 -06 t22t201 4
a6 t23 t 20 1 4-06 129 1201 4
o6t30noM-o71o6t2014
07t07rzu4-07n3nou
07fi4r2014-0712012014
07 t21 t201 4-O7 127 t201 4
08 to 1 /20 1 4-o8 131 t201 4
07 128 120 1 4-O8lO3 t20'l 4
08 l0 4 120 1 4 -08t 1 0t20 I 4
o$t 1 1 120 1 4 -O8l 1 7 t201 4
CAPAGITY
PAYMENTS
$342.86
$342.86
$264.94
s327.27
$226.36
$327.27
$s,565.73
$247,79
$s42.86
$233.33
0.238095
0.238095
0.136364
o.227273
0.227273
0.227273
0.047619
0.238095
0.238095
360
360
720
360
249
...:
540
360
245
$4.00
$4.00
$4,00
$4,00
$4.00
$4.00
$4.00
$4.00
$4,00
UNITED WATER IDAHO PLEASANT VALLEY SUBTOTAL:$6,221.?7
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15.01.07 Page 4 of 9
United Water ldaho
Case UW-W-15-01
Request No 77 Attachment Enemoc Jan 201 5 Pmt
Page 5 of 9
EARNINGS STATEMENT
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CAPACITY PAYMENTS Gontinued)
Q rNrRNoc
Site: United water ldaho River Pump Station, Zone: Entire Service Territory
PERIOD
06n6nu4-0612212014
06 I 23 I 20 1 4 -06 I 29 t20 1 4
06 t30 t20't 4-o7 to6 t20 1 4
07to7t2014-o7t13nu4
07 I 1 4t20 1 4-O7 1201201 4
07t2112014-Q7n7EO14
08to1 t201 4-08131 t201 4
07D8r201+0810312014
08D4aO14-O8110t2014
08n1no14-o8117t2014
PARTIAL MONTH PAYMENTFACTOR CAPACTTY (kW)
CONTRACTED CAPACITY
PR|CE (S/kW) PAYMENTS
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
2014 ldaho True Up
Capacity Payment
Capacity Payment
Capacity Payment
0.23809s
0.238095
0.1 36364
o.227273
o.227273
o.227273
0.047619
0.238095
0.238095
490
490
980
490
250
.'.:
536
490
243
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$*
$4.00
$4.00
$4.00
$466.67
$466.67
$360.61
$445.45
8227.27
$445.45
$3.565.71
$245.96
$466.67
$231.43
UNITED WATER IDAHO RIVER PUMP STATION SUBTOTAL:$6,921,88
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'15.01.07 Page 5 of 9
United Water ldaho
Case UW-W-15-0'l
Request No 77 Attachment Enemoc Jan 201 S pmt
Page 6 of g
EARNINGS STATEMENT
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Contact us at 888-ENERNOC [888.363.76621 or'[e-mail].
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CAPACITY PAYMENTS (continued)
O rNrRNoc
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
Capacity Payment
2014 ldaho True Up
Capacity Payment
Capacity Payment
Capacity Payment
CONTRACTEO
PRrcE ($/kw)
$4.00
$4.00
$4.00
$4.00
$4.00
$4.00
$*'
$4.00
$4.00
$4.00
CAPACITY
PAYMENTS
$ 19.05
$19.05
$14.72
$18.18
$226.36
$204.55
$3,565.71
$247.79
$214.29
$233.33
PARTIAL MONTH PAYMENTFACTOR CAPACTTY (kW)PERIOD
Site: United Water ldaho Ten Mlle Well, Zone: Entire Service Territory
06t16t2014-06t2U2014
06123 120 1 4 -06 t29 1201 4
0613012014-07n612014
07 t07 Do14-07 t13t2014
07n4nu4-o7t20n014
07D1t2014-O7127t2014
o8to1 120 1 4-08131 t201 4
07 t28 t20 1 4-08 I 03 t20 1 4
08 to4 t20 1 4-08 I 1 0t20 1 4
08t1112014-Aet1712014
0.238095
0.238095
0.1 36s64
0.227273
o.227273
o.227273
0.04761S
0.238095
0.238095
20
20
40
20
249
,:
540
22s
245
UNITED WATER IOAHO TEN MILE WELL SUBTOTAL:$4,763.03
" Actual payments are rounded lo the nearest cent.
TorAL: $28,725.31
rorar-: :., i;l$if oe.llENERGY PAYMENTS
PAYMENT
CAPACITY (KWh)
RATE ($rkwh)ENERGY
PAYMENTS
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15.01.07 Page 6 of 9
United Water ldaho
Case UW-W-15-01
Request No 77 Attachment Enemoc Jan 201 5 Pmt
Page 7 of 9
EARNINGS STATEMENTOrNrRNoc
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ENERGY PAYMENTS rcoilunusd)
PAYMENT
CAPACIW (kwh)
Site: United Water ldaho Columbia WTP, Zone: Entire Service Teritory
7.14.14 Energy Payments
7.31.14 Energy Payments
8.1 1.2014 Energy Paymet
RATE ($/KWh)ENERGY
PAYMENTS
$398.80
$431 .20
$391.20
Site: United Water ldaho Pioneer Well, Zone: Entire Service Territory
7.14.14 Energy Payments tt
7,31.14 Energy Payments t*
8.1 1.2014 Energy Paymet
UNITED WATER IOAHO COLUMBIA WTP SUBTOTAL:
$'.
$1,221.20
$398.80
$431.20
$391.20
UNITED WATER IDAHO PIONEER WELL SUBTOTAL:$1,221,20
$398.80
$4s1 .20
$391 ,20
Slte: United Water ldaho Pleaeant Valley, Zone: Entlre Servlce Ttrritory
7.14.14 Energy Payments it
7.31.14 Energy Payments
8.11.2014 Energy Paymet t*
$*
UNITEO WATER IDAHO PLEASANT VALLEY SUBTOTAL:$1,221.20
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15.01.07 Page 7 of 9
United Water ldaho
Case Ut/Vl-W-15-01
Request No 77 Aftachment Enemoc Jan 201 S pmt
Page 8 of g
EARNINGS STATEMENTO rNERNoc
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ENERGY PAYMENTS (Conthwed)
PAYMENT
CAPACTTY (kwh)
Slto: Unlted Water ldaho River Pump Statiotl Zone: Entire Service Territory
7 .1 4.1 4 Energy Payments
7.31 .14 Energy Payments
8.1 1.2O14 Energy Paymet
RATE ($/kwh)ENERGY
PAYMENTS
$398.28
$432,13
$391,22
$*'
$..
$*
UNITED WATER IDAHO RIVER PUMP STATION SUBTOTAL:ll,221.63
$398.80
$431.20
$391.20
Site: United Witer ldaho Ten Mile Well, Zone: Entire Service Terrltory
7 .1 4.1 4 Energy Payments
7.31 .14 Energy Payments
UNITED WATER IDAHO TEN MILE WELL SUBTOTAL:$1,221.20
TOTAL:$6,106.43
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15.01.07 Page B of 9
ffi-ffi,-ry$XTl{{niT& ,,,
United Water ldaho
Case LJWI-\/GI5-01
CAPACITY PAYMENTS
PAYT'ENT CAPACITY (KW)
GLEARTNG PRIGE ($rkw)
DISPATCH
ENERGY PAYMENTS
PAYITENT CAPAGTTY (kwh)
RATE ($'kwh)
Request No 77 Attacfiment Enemoc Jan 2015 Pmt
Page 9 of 9
Need help understanding this statement?
See a few simple term definitions below'
Payments eamed ln exchengeforbelng on callfordemand nsponse dispatches; equal
to each pedod's Pqyment Capacity (l{N) ' Cleadng Pnce (Wt/).
Capacity lor whlch the customer ts peid; may be sublect to a cap depbndlng on market
nlas orcontnct terms.
Capacity matl<et price perNlowatt.
A demand rcsponse oyBnt, detemlnad by ldaho Power and managed by EneNOC.
Paynwnts eamed based on ability to meet energy rcduction taryets dudng dispdtches:
equal to Payrnnt Capedfl kwh) ' Rete ($kWlh) for each dispatch ln period.
Capacity for whlcli the custonpr is paid based on pefiormance during a demand
response dispatch; may be subjei* to a cap depending on matket rules or cont €d
tenits.
ldeho Power enaryy ma*et pdrr per kilowatt hour.
l.lave a quostlon ebout thls statement?
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15.0107 Page 9 of 9
UNITED WATER IDAHO INU.
GASE UW!-W-15-01
THIRD PRODUCTION REQUEST OF THE COMMISSION STAFF
Preparer/Sponsoring Witness: Paul Herbert
REQUEST NO. 78: Regarding Production Request No. 31, how were increases in the
numbers of customers in each classification determined?
RESPONSE NO. 78: The increases in number of customers in each class were based
on the Company's customer growth projections. See the attached workpaper which
includes the Company's forecast for number of customers per month for 2015 and the
calculation of the weighted number of customers for adjustment R2.
This schedule was corrected from Response No. 31 as the total of the columns was
incorrect. This correction does not affect adjustment R2.
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