20030625Amended Purchase Agreement.pdf

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TIMOTHY L. VAN VALIN
Attorney at Law
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FaY. (208) 6SN3S915361 H\1o7 ~l P. O. Box 1228
P.athdrum, IdAho a3S5a-122S
June 25, 2003
Public Utilities Commission
Attn: Commission Secretary
FAXED: 208-334-3762
re BIT-W-O3-01
Cert. #319
Dear Secretary,
Accompanying this FAX please find the amended Purchase Agreement for
Sale of Company Stock in the above numbered case. Please ignore the
previ us attachment in its entirety. Thank you.
TIM VAN VALIN
Attorney at Law
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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 Burnett, hereinafter called Seller, through the offices ofNonn
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, Inc_: the sole property of Seller situated in the COWlty of Kootenai, State ofIdaho.
The Parties hereto acknowledge that the Company O\\ll1S all and any buildings and all other
improvements thereon, all easements, rights of way, and appurtenances thereto, and all of seller
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, sufficient to operate a Public Utility to
supply water to its Clientele. 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
P~CE 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 ha1f(~) 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 of the balance of the stocks:
1. Purchaser shall make monthlv 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.
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4. Purchaser shall not have the right to encwnber the business in ~y way until this
transaction is completed.
5. Buyer shall execute a Promissory Note secured on the remaining stocks, naming Bruce
Bennett as Payee which docwnent will be held in escrow pending final payment and completion
of this Purchase Agreement and all the tenns hereunder.
6. All payments are due on or before the first of each month at 5:00 p.m. 'commencing
with the 15th day of the month immediately following the approval of the purchase of the stocks
by the Idaho Public Utilities Commission. All "skip payments" during the winter months shall
be brought CUITent on or before the 151 day of July the following year.
7. The first payment under this agreement shall be due and payable on or before 5:00
m. July 15,2003.
SECTION TWO
C. APPROVAL
This agreement to purchase the remaining stocks over time shall be effective as of June 1,
2003 by notice having been given to seller at the offices ofNonn Gissel, Attorney at Law, City of
Coeur d' Alene, County of Kootenai, State ofIdaho, or 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 to any buildings and all, other
improvements thereon, all easements, rights of way, and appurtenances thereto, and'all of the
Corporation s right, title: and interest in all public ways adjoining the property and all the
personal property on or employed in connection with the Corporation. Within a reasonable time
thereafter, purchaser shall give notice in wTiting 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
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liens, encumbrances or restrictions.
SECTION FOUR
CLOSING AND DEFAULT
An escrow shall be not opened.
Any taxes and assessments for the CUITent year, water rents due but not delinquent, rentals
under existing leases and tenancies shall be prorated between the parties as of the date of June
2003.
The sale transaction shall be closed as of June 1 2003. The Promissory Note executed
under Section One shall be delivered to seller. Furthennore, any violation or non compliance
with any tenn and condition herein shall be deemed default of this Agreement and either party, at
his discretion, can tenninate this agreement or waive deficiencies. Any defaults filed or sued
upon shall be subject to the laws and statutes of the State ofIdaho.
SECTION FIVE
POSSESSION AND RISK OF LOSS
Seller shall continue in possession of the business until Purchaser takes possession, 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 upon Purchaser taking possession.
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 Bruce Burnett, 123 Fireweed Lane, Anchorage, Alaska
99503; 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.
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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 'A-Titten
permission is granted by Seller.
Executed in duplicate on J'tAl t: . 2003.
KEN RICKEL
PURCHASER
UER
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BRUCE BURNETT
STOCKHOLDER
SELLER
SUBSCRIBED AND SWORN TO before me this day of 2003.
NOTARY PUBLIC FOR:
RESIDING AT:
MY COMMISSION EXPIRES:
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