20211008Stipulation and Settlement.pdf

STIPULATION AND SETTLEMENT - 1 10.08.21 - SETTLEMENT STIPULATION (EWCO SIGNED) [30-174]
Michael C. Creamer (ISB No. 4030) Preston N. Carter (ISB No. 8462)
Givens Pursley LLP
601 W. Bannock St. Boise, ID 83702 Telephone: [phone] Facsimile: [phone]
[e-mail]
[e-mail]
Attorneys for SUEZ Water Idaho Inc.
BEFORE THE IDAHO PUBLIC UTILITIES COMMISSION
APPLICATION OF SUEZ WATER IDAHO AND EAGLE WATER
COMPANY FOR THE ACQUISITION
EAG-W-18-01
STIPULATION AND SETTLEMENT
This Stipulation and Settlement (“Stipulation”) is entered into by and among SUEZ
Water Idaho Inc., (“SUEZ Water,” or “Company”), Staff for the Idaho Public Utilities
Commission Staff (“Staff”), Eagle Water Company, Inc. (“Eagle Water Company”), collectively
the “Parties” and individually “Party.”
INTRODUCTION
1. The terms and conditions of this Stipulation are set forth herein. The Parties agree
that this Stipulation represents a reasonable compromise of the issues raised in this proceeding.
The Parties, therefore, recommend that the Idaho Public Utilities Commission (“Commission”)
approve the Stipulation and all its terms and conditions. See Rules 271, 272 and 274 (IDAPA
31.01.01.271, 272, and 274).
BACKGROUND
2. On June 8, 2021, SUEZ Water and Eagle Water Company filed an Amendment to
Joint Application requesting approval of a transaction under which SUEZ Water would acquire
the assets of Eagle Water Company (the “Transaction”).
RECEIVED
2021 OCT -8 PM 4:23
IDAHO PUBLIC
UTILITIES COMMISSION
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3. In Order No. 35104, the Commission provided notice of the amended application,
indicated that the case would proceed after being stayed for a period, and set a deadline for
intervention. No additional parties intervened, and the Commission issued a Second Amended
Notice of Parties on August 23, 2021.
4. In Order No. 35160, the Commission gave notice that the case would be
processed by modified procedure; scheduled deadlines for comments; and scheduled a public
workshop and customer hearing.
5. During the course of this case, Staff and other parties propounded production
requests upon SUEZ Water, Eagle Water Company, and other parties.
6. The Parties recognize that the Transaction provides substantial benefits to both
SUEZ Water customers, primarily in the form of avoided costs that approach or exceed
$11,000,000, and to Eagle Water Company customers, primarily in the form of providing
resources needed to address system deficiencies and improve system reliability, operating
efficiency, water safety, and customer service.
7. The parties to the case scheduled and attended three settlement meetings and one
accounting workshop to discuss possible settlement of this case. After these settlement meetings,
as a compromise of positions in this case, to obtain the benefits of the Transaction for SUEZ
Water and Eagle Water Customers, and for other considerations as set forth below, the Parties
stipulate and agree to the following terms:
TERMS OF THE SETTLEMENT
8. Approval of the Transaction. The Parties agree that the Transaction is fair, just,
and reasonable; in accordance with applicable statutory criteria, including those set forth in Idaho
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Code § 61-328,1 and that the Transaction should be approved by the Commission on the terms
set forth in this Agreement.
9. Surcharge Account Refund. The Parties recognize that, pursuant to Commission
Order No. 34265 in Case No. EAG-W-15-01, Eagle Water Company has been required to set
aside certain funds to be used for the benefit of customers. The Parties agree that Eagle Water
Company shall provide these funds, in the form of a refund to customers, immediately after
closing of the Transaction as follows:
a. The Parties agree that the amount due to be refunded to customers is $592,020.00;

b. Eagle Water Company, with concurrence of Staff, shall calculate the difference
between this amount and the balance of the three bank accounts that comprise the
Surcharge Line of Credit Account (“SLCA Deficiency”);

c. Eagle Water Company shall set up an escrow at closing to set aside the SLCA
Deficiency amount from the closing proceeds that would otherwise be distributed
to Eagle Water Company; and

d. Eagle Water Company shall combine the SLCA Deficiency funds with the
existing SLCA fund balance, after closing, and provide the funds on a per
customer basis to each Eagle Water Customer that Staff identifies as being
entitled to the funds as of the date of the Commission Order approving this
Stipulation.

10. Implementation of new rates for existing customers of Eagle Water
Companies. The Parties agree that new rates for existing customers of Eagle Water Company as
of the date on which the Transaction closes (“Existing Eagle Water Company Customers”) shall
be implemented in accordance with the schedule attached as Exhibit 1. As shown in more detail
on Exhibit 1, new rates for Existing Eagle Water Customers shall be implemented over a seven-

1 Idaho Code §61-328 governs the sale of certain property owned by regulated electric utilities in Idaho. While it does not govern this Transaction Idaho Code §61-328(3) provides a useful metric for analyzing the sale of utility-owned property and has been used by Staff to analyze the sale of assets by regulated, non-electric utilities.
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year period. Rates shall be increased to 50% of SUEZ Water’s current rates beginning January 1,
2022. Rates shall increase by approximately 8.33% starting January 1 of each subsequent year
such that Existing Eagle Water Company Customers will pay 50% of SUEZ Water’s then-
current rates starting January 1, 2022, approximately 58.33% of SUEZ Water’s then-current rates
starting January 1, 2023, approximately 66.67% of SUEZ Water’s then-current rates starting
January 1, 2024, and continuing through the January 1, 2028 as set forth in Exhibit 1.
11. Surcharge Account Refund intended to offset impacts of first-year rate
increase. The Parties recognize that the Surcharge Account Refund is intended to—in part—
mitigate the impacts of the rate increase set to begin on January 1, 2022.
12. Acquisition Adjustment and Accounting Treatment. The Parties agree that:
a. The Company shall be entitled to an Acquisition Adjustment Amount of $10.475
million to be included in rate base in SUEZ’s next rate case. The Acquisition
Adjustment Amount shall be amortized over a 480-month (40-year) period
beginning at the implementation of rates in SUEZ’s next rate case. The term “rate
case” shall mean an Idaho Public Utilities Commission proceeding that changes
SUEZ’s base rates.
b. The Acquisition Adjustment Amount will be allocated between the Utility Plant
Acquisition Adjustment regulatory asset and the incurred transaction costs.
c. The gross amount of utility plant in service as related to the Eagle Water
Company assets acquired and included in rate base will be offset with an equal
amount in the related accumulated depreciation account.
d. Costs associated with customer communications will be treated as an operational
expense.
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GENERAL PROVISIONS
13. The Parties agree that this Stipulation represents a compromise of the positions of
the Parties on all issues in this proceeding, and that this Stipulation resolves all of the issues
addressed herein and precludes the Settling Parties from asserting contrary positions during
subsequent litigation in this proceeding or related appeals. Provided, however, that this
Settlement Agreement is made without admission against or prejudice to any factual or legal
positions which any of the Settling Parties may assert: (a) if the Commission does not issue a
final order approving this Stipulation without modification; or (b) in other proceedings before the
Commission or other governmental body so long as such positions do not attempt to abrogate
this Stipulation. This Stipulation is determinative and conclusive of all the items addressed in
this proceeding and, upon approval by the Commission, shall constitute a final adjudication as to
the Parties of all of the issues in this proceeding.
14. The Parties submit this Stipulation to the Commission and recommend approval
in its entirety pursuant to Rule 274. The Parties shall support this Stipulation and the Transaction
before the Commission, and no Party shall appeal any portion of this Stipulation or Order
approving the same. To process this Stipulation, the Parties suggest the Commission issue a
Notice of Proposed Settlement and schedule other proceedings as expeditiously as possible,
while allowing for sufficient public input and comment. The Parties to this Stipulation agree that
they support, and will continue to support, the Commission’s adoption of the terms of this
Stipulation and approval of the Transaction upon the terms set forth in this Stipulation.
15. The Parties agree that the Stipulation should be accepted, without modification,
because it is just, fair, and reasonable, in the public interest, and otherwise in accordance with
law or regulatory policy. The Parties further agree that the rates and tariffs that SUEZ Water will
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charge to Existing Eagle Water Company Customers if the Stipulation is accepted are just and
reasonable.
16. In the event the Commission rejects any part or all of this Stipulation, or imposes
any additional conditions on approval of this Stipulation, each Party reserves the right, upon
written notice to the Commission and the other Parties to this proceeding, within fourteen days of
the date of such action by the Commission, to withdraw from this Stipulation. In such case, no
Party shall be bound or prejudiced by the terms of this Stipulation, and each Party shall be
entitled to seek reconsideration of the Commission’s final order and do all other things necessary
to put on such case as it deems appropriate.
17. No Party shall be bound, benefited, or prejudiced by any position asserted in the
negotiation of this Stipulation, except to the extent expressly stated herein, nor shall this
Stipulation be construed as a waiver of the rights of any Party unless such rights are expressly
waived herein. Execution of this Stipulation shall not be deemed to constitute an
acknowledgment by any Party of the validity or invalidity of any method, methodology, theory,
or principle of regulation or cost recovery. No Party shall be deemed to have agreed that any
method, methodology, theory, or principle of regulation or cost recovery employed in arriving at
this Stipulation is appropriate for resolving any issues in any other proceeding in the future. No
findings of fact or conclusions of law other than those stated herein shall be deemed to be
implicit in this Stipulation.
18. The obligations of the Parties under this Stipulation are subject to the
Commission's approval of this Stipulation in accordance with its terms and conditions and, if
judicial review is sought, upon such approval being upheld on appeal by a court of competent
jurisdiction.
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DATED: October ______, 2021
SUEZ Water Idaho Inc.
By: Michael C. Creamer Preston N. Carter
Givens Pursley LLP
Attorneys for SUEZ Water Idaho Inc.
Eagle Water Company, Inc.
By:
Molly O’Leary BizCounselor@Law, PLLC Attorneys for Eagle Water Company, Inc. DATED: October ___, 2021

IDAHO PUBLIC UTILITIES COMMISSION STAFF By:
Dayn Hardie
Deputy Attorney General
8th
8th
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CERTIFICATE OF SERVICE
I certify that on ____ day of _________, 2021, a true and correct copy of the foregoing
was served upon all parties of record in this proceeding via electronic mail as indicated below:
Jan Noriyuki
Commission Secretary Idaho Public Utilities Commission P.O. Box 83720 Boise, Idaho 83720-0074
IPUC
[ ] by U.S. Mail
[ ] by Personal Delivery (Original & 3 copies) [ ] by Facsimile [X] by E-Mail [e-mail] [e-mail]

Dayn Hardie Erick Shaner Deputy Attorneys General
Idaho Public Utilities Commission P.O. Box 83720 Boise, Idaho 83720-0074
Attorneys for IPUC

[ ] by U.S. Mail [ ] by Personal Delivery [ ] by Facsimile
[X] by E-Mail [e-mail] [e-mail]
Marshall Thompson SUEZ Water Idaho Inc. 8248 W. Victory Road Boise, Idaho 83709
SUEZ Water Idaho Inc.
[ ] by U.S. Mail [ ] by Personal Delivery [ ] by Facsimile
[X] by E-Mail [e-mail]
Molly O’Leary BizCounselor@Law, PLLC
1775 W. State St. #150 Boise, ID 83702 Counsel for Eagle Water Company
[ ] by U.S. Mail [ ] by Personal Delivery
[ ] by Facsimile [X] by E-Mail [e-mail]
Robert V. DeShazo, Jr.
Eagle Water Company, Inc. P.O. Box 455 Eagle, ID 83616-0455
Petitioner

[ ] by U.S. Mail
[ ] by Personal Delivery [ ] by Facsimile [X] by E-Mail [e-mail]
N. L. Bangle H2O Eagle Acquisition, LLC 188 W. State Street Eagle, ID 83616

[ ] by U.S. Mail [ ] by Personal Delivery [ ] by Facsimile
[X] by E-Mail [e-mail]
Jason Pierce, Mayor City of Eagle
660 E. Civil Lane Eagle, ID 83616 Intervenor City of Eagle
[ ] by U.S. Mail [ ] by Personal Delivery
[ ] by Facsimile [X] by E-Mail [e-mail] [e-mail]
8th October
STIPULATION AND SETTLEMENT - 9 10.08.21 - SETTLEMENT STIPULATION (EWCO SIGNED) [30-174]
Murray D. Feldman
Holland & Hart LLP 800 W. Main Street, Suite 1750 P.O. Box 2527 Boise, ID 83702-2527
Attorneys for Intervenor City of Eagle
[ ] by U.S. Mail [ ] by Personal Delivery
[ ] by Facsimile [X] by E-Mail [e-mail] [e-mail]
Parsons Behle & Latimer 800 West Main Street, Suite 1300
Boise, Idaho 83702 Attorneys for Intervenor Eagle Water Customer Group
[ ] by U.S. Mail [ ] by Personal Delivery [ ] by Facsimile
[X] by E-Mail [e-mail] [e-mail]
Scott B. Muir Deputy City Attorney Boise City Attorney's Office 150 N. Capitol Blvd.
P.O. Box 500 Boise, Idaho 83701-0500 Attorneys for Intervenor, City of Boise
[ ] by U.S. Mail
[ ] by Personal Delivery [ ] by Facsimile [X] by E-Mail [e-mail]
Marty Durand PIOTROWSKI DURAND, PLLC P.O. Box 2864 1020 W. Main Street, Suite 440
Boise, ID 83701 Attorneys for Intervenor Citizens Allied for Integrity and Accountability
[ ] by U.S. Mail [ ] by Personal Delivery [ ] by Facsimile [X]by E-Mail [e-mail] [e-mail]
Attorney at Law 2019 N. 17th Street Boise, ID 83702
Attorney for Community Action Partnership
[ ] by U.S. Mail
[ ] by Personal Delivery [ ] by Facsimile [X] by E-Mail [e-mail]

Preston N. Carter