20030618Application.pdf

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TIMOTHY L. V AN VALIN
Attorney at Law
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2003 JUFJ 17 Pli 2: 34
15381 Hwy 41 P. O. Box 1228
Rathdrum, Idaho 83858-1228
Phone (208) 6bJ?Tj~~ '1 'j E CO ;"irS ION
Fax [phone]
June 3, 2003
Public Utilities Commission
Attn: Commission Secretary
O. Box 13720
Boise, Idaho 83720-0074
re: Purchase of the Bitterroot Water
Company by Ken and Cathy Rickel
Dear Secretary,
My collegue, Norm Gissel , and I have been retained by the
Bi tterroot Water Company and Kenneth Rickel and his wife, Cathy,
respecti vely, for the purposes of writing a proposal letter for the
purchase of the Bitterroot Water Company by the Rickels. While this is
not to be a consolidation of water companies, my Clients, the Rickels,
currently own the contiguous water ~ompany. Both parties agree that it
only makes economic, economies of scale and logistical sense that the
companies be owned by local people; the owner of Bitterroot lives outof state. Further, the companies share a communal reservoir and some
infra- structure.
All Bitterroot shares of stock are owned by Bruce Bennett and as
stated in the Purchase Agreement attached hereto, the Rickel's will be
purchasing one half of the shares of stock immediately and the balance
of the stock upon your approval.
By way of particulars, Bitterroot would be purchased for a total
of FIFTY THOUSAND DOLLARS ($50,000.00) with Bitterroot taking back
paper on TWENTY-FIVE THOUSAND ($25,000.00) and TWENTY-FIVE THOUSAND
being paid in cash. The sale and promissory note, contingent on your
approval, would be executed under mutually agreeable terms between the
parties as soon as we get the go ahead from you. Please see also the
attached Sales/Purchase Agreement.
The Rickels would leave the water service fees as is for the near
future but, based on economics, it is possible that an increase may beneeded. There are a number of hook ups which may be losing water due
to faulty back-flow prevention valves which need to be fixed and/orreplaced. This will potentially stop the water shortages which have
been occurring with Bitterroot's clientele. There is no question that
the company will need to have another well and reservoir for the
expansion of the housing north of the companies current clientele. At
present, Bitterroot pumps at 100 gpm. and Rickels at 150 gpm. which is
sufficient for 160 hook-ups but insufficient for any further expansion.
I hope this letter is sufficient for the Commission to validate
the purchase of Bitterroot Water Company by the Rickels. If it is not,
please do not hesitate to contact me or Norm Gissel and we will answer
any questions you may have or supplement the record.
Norm Gissel
Attorney at Law
Attorney for Bitterroot
JUN 13 '03 12: 45PM AYERS & GISSEI \UII'IL' LUUIJ I"'I,;/flll
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been occurrin;g with Bitterroot' s client'
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).e. There is no questiofl, that
the company will need to have another well and reservoir for the
expansion of" the housing north of the ' co~panies current clientel~.
present, B1tterroot pumps a~ 100 gpm. and Rickels at 150 gpm. which is
sufficient fo'r 160 hook-ups but insuff ic~ent for any further expa'rJ,siop-
I hope this letter is sufficient ,,for the Commis.5ion to validate
the purchase 'of Bi tte:croot Water Company ' by the Rickels. If it is not,
please do not hesitate to contact me 6t.Norm Gissel and we will anSwer
any quQstion~ you may have or supplamen~. the record,
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Attorne at LawtcrneY for '~ickels
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Attorney at L'awAttorney for 8i tter~oot
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PURCHASE AGREEMENT FOR SALE OF COMPANY STOCK
In consideration of ONE DOLLAR ($1.00) plus other good and valuable consideration
which amount is paid to Bruce Bennett, hereinafter called Seller, through the offices of Norm
Gissel, Attorney at Law, of Coeur d' Alene, Idaho receipt of which is hereby acknowledged
Seller hereby agrees to sell and grant to Ken and Cathy Rickel of Kootenai County, Idaho
hereinafter called Purchasers, his heirs and assigns, the company stock of Bitterroot Water
Company, the sole property of Seller situated in the County of Kootenai, State of Idaho, together
with any buildings and all other improvements thereon, all easements, rights of way, and
appurtenances thereto , and all of seller s right, title, and interest in all public ways adjoining the
property and all the personal property on or employed in connection with the company stocks.
The company stocks described are hereinafter referred to as "the stocks
This agreement is made and based on the following terms and conditions:
SECTION ONE
PIDCE AND TERMS OF PAYMENT
The purchase price for the stocks shall be FIFTY THOUSAND DOLLARS ($50 000.00)
at eight percent (8%) interest. Seller, hereby, acknowledges the receipt of TWENTY FIVE
THOUSAND DOLLARS ($25 000.00) as and for one half(~) the stock of the stocks contingent
on the approval of the Idaho Public Utilities Commission for said sale of said stocks. The
balance of the purchase price, which is TWENTY FIVE THOUSAND DOLLARS ($25 000.00)
shall be paid as follows commencing no less than thirty (30) days after approval by the Idaho
Public Utilities Commission and represent the purchase ofthe balance ofthe stocks:
1. Purchaser shall make monthly payments to the Seller in the amount of $303.32 for a
period often (10) years.
2. The escrow holder is instructed to hold the file open and be prepared to close upon
request. Prorates to be done as of the day of closing.
3. Purchaser shall have the right to operate the business in a beneficial manner and enjoy
the fruits thereof.
4. Purchaser shall not have the right to encumber the business in any way until this
transaction is completed.
5. Buyer shall execute a Promissory Note secured on the remaining stocks, naming Bruce
Bennett as Grantee which document will be held in escrow pending final payment and
completion of this Purchase Agreement and all the terms hereunder.
6. All payments are due on or before the first of each month at 5:00 p.m. commencing
with the 1 st day of the month immediately following the approval of the purchase of the stocks by
the Idaho Public Utilities Commission. Late payments shall be assessed
for every five days (5) said payment is late.
SECTION TWO
PERIOD OF OPTION
This agreement to purchase the remaining stocks over time shall be finalized by giving
notice thereof to seller at the offices of Norm Gissel, Attorney at Law, City of Coeur d' Alene
County of Kootenai, State of Idaho, at any time prior to the expiration of the thirty (30) days
immediately following receipt of the approval from the Idaho Public Utilities Commission.
SECTION THREE
TITLE
Seller shall within 14 days after notice, as stated in Section Two, delivery to purchaser
for examination by his attorneys, evidence of merchantable title in the stocks by documentation
establishing title to any buildings and all other improvements thereon, all easements, rights of
way, and appurtenances thereto, and all of seller s right, title, and interest in all public ways
adjoining the property and all the personal property on or employed in connection with the
business. Within 7 days thereafter, purchaser shall give notice in writing to seller of any defects
in or objections to the title as so evidenced, and seller shall clear the title of the defects and
objections so specified.
Title to be conveyed as herein provided shall be merchantable title, free and clear of all
liens, encumbrances, restrictions, and easements, except the following:
SECTION FOUR
ESCROW, CLOSING AND DEFAULT
An escrow shall be opened with of Coeur d' Alene upon the
execution of this option. All necessary documents shall be delivered to the escrow agent and all
payments required hereunder, including payment of the balance of the purchase price, shall be
made to escrow agent. Seller and purchaser shall execute such escrow instructions, not
inconsistent with the terms of this agreement, as may be requested by the escrow agent from time
to time.
Any taxes and assessments for the current year, water rents due but not delinquent, rentals
under existing leases and tenancies shall be prorated between the parties as of the date of closing
of escrow.
The sale transaction shall close when the escrow agent is able to comply with the
provisions hereof. If closing is not accomplished by the thirtieth day after approval by the Idaho
Public Utilities Commission at 5:00 o clock P., all monies paid up to and including said date
shall be returned to purchaser and seller at his discretion can terminate this agreement or waive
deficiencies as he deems fit. In any event, the Promissory Note executed under Section One shall
be delivered to seller. Furthermore, any violation or non compliance with any term and condition
herein shall be deemed default ofthis Agreement and either party, at his discretion, can terminate
this agreement or waive deficiencies. Any defaults filed or sued upon shall be subject to the laws
and statutes ofthe State ofIdaho.
SECTION FIVE
POSSESSION AND RISK OF LOSS
Seller shall continue in possession of the business until close of escrow, and buyer shall
maintain the same in its present condition excluding the right to work in the business in a
beneficial manner to seller. Possession shall be transferred to purchaser at closing.
Risk of loss from fire or other casualty to any improvements of the property shall be
purchaser s during the term of escrow. Buyer shall maintain adequate insurance against loss for
any property affixed to, constructed by buyer and any improvements made by buyer, including
but not limited to extended coverage, during such period. Any additional policies of insurance
purchased by seller on the property shall be transferred to purchaser at close of escrow, at his
option.
SECTION SIX
NOTICES
Any notice hereunder shall be given in writing to the party for whom it is intended in
person or by registered mail at the following address, or such future address as may be designated
in writing: to the seller, at the offices of Norm Gissel, Coeur d' Alene, Kootenai County, State of
Idaho 83858; to the purchaser at P.O. Box 1261 , Hayden Lake, State ofIdaho 83835; to any
successor assignee of either party, at the address stated in the notice of succession or assignment.
SECTION SEVEN
ASSIGNMENT AND SUCCESSION
This agreement and the Promissory Note resulting from the agreement shall bind and
inure to the benefit of the heirs, administrators, executors, successors, and assigns of the
respective parties. All rights of purchaser hereunder may not be assigned unless written
permission is granted by Seller.
Executed in duplicate on 2003.
BRUCE BENNETT dba
BITTERROOT WATER COMPANY
SELLER
KEN RICKEL
PURCHASER
CATHY RICKEL
PURCHASER
SUBSCRIBED AND SWORN TO before me this day of 2003.
NOTARY PUBLIC FOR:
RESIDING AT:
MY COMMISSION EXPIRES: