20120507Transfer Agreement.pdf

Evergreen Water Company
248 EVERGREEN TERRACE RD
St. Manes, Id. 83861
208-245-2448
RE CE V ED
2U12 MAY -7 All 8:I4
I-'..
UTILM'
5/4/2012
Idaho Public Utilities Commission
P 0 Box 83720
Boise, Id. 83720-0074
Attn: Joe Terry
Dear Mr. Terry,
EvG-'J12° I
Enclosed are copies of the transfer agreement, Quit claim deed and loan
document from DEQ. If you need any more info to complete the closing of
Evergre Water , account please contact me.
Arlo Slack
Manager
IDAHO DEPARTMENT OF ENVIRONMENTAL QUALITY DRINKING WATER
LOAN OFFER AGREEMENT AMENDMENT
Amendment No. 1 to the Loan Offer Agreement (Agreement), Project Number DW12O1 between the Idaho
Department of Environmental Quality (DEQ) and Evergreen Terrace Water Association.
TO BE ATTACHED AND MADE PART OF the above referenced Agreement.
THE DEQ AND THE EVERGREEN TERRACE WATER ASSOCIATION AGREE TO AMEND THE
AGREEMENT AS FOLLOWS:
Section II.C., Terms: Change to read: $448,000 at 0.0% to be repaid in biannual installments over
30 years, with $46,475 of principal forgiveness (for a total principal repayment of $401,525.)
2. Section II.E., Estimated Project Budget (replace the existing schedule with the following):
Original Project Amendment 1 Total Project
a.Transmission & Distribution
b.Storage
c.Source Development
d.Engineering Fees
e.Planning
f.Debt Retirement
g.Legal
Total
Costs Increase Costs
$57,300 $8,821 $66,121
$65,400 $10,068 $75,468
$177,600 $27,340 $204,940
$69,480 $2,250 $71,730
$11,000 $1,285 $12,285
$15,220 $236 $15,456
$0 $2,000 $2,000
$396,000 $52,000 $448,000
Dated this J..L day of April 2012.
I eanseA
nt of Environmental Quality
This Amendment shall become effective upon acceptance by the Evergreen Terrace Water Association and
must be accepted, if at all, on or before 60 days from the date of this DEQ amended loan offer. If the
Evergreen Terrace Water Association finds the Amendment acceptable, it shall sign the document and return it
to DEQ.
ALL OTHER CONDITIONS AND TERMS IN THE ORIGINAL AGREEMENT REMAIN THE SAME.
Evergreen Terrace Water Association
Signare of Representative Date ms \c,y
Name and Title of Representative
Evergreen Terrace Water Association DW 1201 Amendment No. 1
WATER SYSTEM TRANSFER AGREEMENT
THIS AGREEMENT made this the '-Jday of ,4- I ,2012, between
EVERGREEN WATER COMPANY, INC., an Idaho corporation, hereinafter referred to as
"Evergreen Water", whose address for notice is 248 Evergreen Terrace Road, St. Manes, Idaho
83861 and EVERGREEN TERRACE WATER ASSOCIATION, INC., an Idaho non- profit
corporation, hereinafter referred to as the "Association", whose address for notice is 248
Evergreen Terrace Rd., St. Manes, Idaho 83861.
WITNESSETH:
WHEREAS, Evergreen Water is the owner and operator of a private water system and
related real property (the "Real Property") located in St. Manes, Idaho, which was initially
established to serve the Evergreen Terrace development but which has been expanded to provide
service to consumers outside the development; and
WHEREAS, the aforementioned water system is in need of repairs and contamination
remediation which require significant funds; and
WHEREAS, funds are generally made available through grants and governmental
subsidies to aid the maintenance and remediation of cooperatively or member owned water
systems; and
WHEREAS, the Association is a not for profit corporation owned and operated by the
consumers who receive water from the system heretofore operated by Evergreen Water; and
WHEREAS, Evergreen Water desires to transfer the water system, together with all of
its necessary components and rights as more particularly described below, to the Association and
the Association desires to take delivery of and acquire said water system, as defined below, and
to own, operate and maintain said system from and after the effective date of this transfer.
NOW, THEREFORE, in consideration of the mutual promises contained herein, it is
agreed as follows:
1. Transfer. Evergreen Water agrees to transfer to the Association all its right, title
and interest in and to the community water system originally constructed to serve the
development commonly known as Evergreen Terrace in St. Manes, Idaho, as the same has been
expanded, including any water rights, franchise rights, operating permits or registrations held by
Evergreen Water together with all necessary easements, rights, equipment, documentation and
installations appurtenant thereto, including but not by way of limitation, the water mains, the
valves, the hydrants, the water storage facilities, the water meters, the service lines between the
mains and the water meters and operation and maintenance manuals and all Real Property, all of
which are collectively referred to herein as the "System". The System shall be transferred by
bill of sale and the Real Property which makes up a part thereof, by quit-claim deed.
WATER SYSTEM TRANSFER AGREEMENT -

2. Consideration for Transfer. The Association shall pay over and remit to
Evergreen Water such sums as necessary to reimburse Evergreen Water for all costs incurred in
consummating and concluding the transfer contemplated by this agreement, together with the
sum of $1. 00 , payable as follows: cC . Further, the
Association hereby assumes any and all outstanding obligations to remediate any current defects
or contaminations found upon any prior or future inspections of the System.

3. Conditions to Transfer. The transfer embodied by this Agreement shall be
contingent upon Evergreen Water providing such notices as are required by applicable regulation
to the Idaho Department of Environmental Quality and the Idaho Public Utilities Commission.
Upon such notice, should any regulatory agency require approval of the transfer contemplated
hereby for any reason, the Association shall cooperate by providing any and all information
required for the transfer herein contemplated to gain such approval. Further, this transfer shall
be contingent upon Evergreen Water being able to carve out and retain (and/or) transfer to an
appropriate original owner (or heir thereof) any real property which is not essential to the
operation of the balance of the System, which may be owned by it.

4. Inspections. The Association acknowledges that it has had an opportunity to
inspect the System. The Association acknowledges that it has had an opportunity to test
equipment and to test water quality and quantity. Evergreen Water shall allow the Association
continuing access to conduct such further tests and inspections as may be necessary or required
prior to the closing and transfer of title to the System. The parties acknowledge that the sole
purpose of further testing after the Effective Date hereof is to allow the Association to be
completely familiar with any condition and the use of the operating equipment or components of
the System, so as to be fully prepared to assume its obligations upon the transfer of title to the
System. The Association may not use the results of inspections or testing to renegotiate the
terms of this Agreement.

5. Repairs. Evergreen Water shall maintain the System in its current, functioning
state until the transfer of title to the System. Upon transfer of title to the System, the Association
shall be responsible for all repairs, maintenance and remediation with respect to the System,
whether presently known or hereafter discovered.

6. Notice to Customers. When the conditions contained in Paragraph 3 above, have
been satisfied, Evergreen Water shall send a notice to all consumers receiving water from and
through the System, as follows:
(a)notifying them of the imminent transfer of the System to the Association
and the expected effective date thereof; and
(b)providing a telephone number and address to use in order to obtain further
information.

7. Billings.
WATER SYSTEM TRANSFER AGREEMENT- 2
7.1 Final Customer Bills. Evergreen Water shall do a final reading of all
water meters. Evergreen Water shall prepare and send a final water bill to
each customer. Evergreen Water shall be entitled to collect all revenues
generated from said final reading.
7.2 Past Billing Records. Evergreen Water shall be entitled to retain all past
billing records. Evergreen Water shall provide the Association reasonable
access to such historical billing data upon request.
8.Closing. The closing and transfer of title shall take place within thirty (30) days
after the satisfaction of the conditions contained in Paragraph 3 above. The parties shall set a
mutually convenient date, time and place for the closing upon satisfaction of the aforementioned
conditions.
9.Adjustments. The parties shall make adjustments for real property and school
taxes levied against any property which make up the System as of the date of closing and transfer
of title.
10.Representations by Evergreen Water. Evergreen Water hereby represents and
warrants the following, which representations shall survive the closing:
(a)it shall provide its customer list, including names and addresses, to the
Association on the date of closing and transfer of title, and that such
customer list shall be true and accurate;
(b)Evergreen Water has not and will not accept any prepayment of water bills
for services to be provided following the closing and transfer of title;
(c)Evergreen Water is a corporation in good standing with the Secretary of
State of the State of Idaho;
(d)Evergreen Water has paid all outstanding franchise, income and business
and occupation taxes as of the date of closing and transfer of title;
(e)Evergreen Water has given UCC bulk sales notices to all of its known
creditors, if any;
(f)Evergreen Water is not subject to sales tax in the State of Idaho;
(g)Evergreen Water is duly authorized to operate its water system by the
Idaho Department of Environmental Quality and the Idaho Public Utilities
Commission;
(h)the water rate charges by Evergreen Water have been duly approved by
the Idaho Public Utilities Commission;
WATER SYSTEM TRANSFER AGREEMENT -3
(i)Evergreen Water has not charged any customer a rate in excess of the rate
approved by the Idaho Public Utilities Commission;
(j)there are no unresolved disputes with any customers over the amount of
any water bill, the quality of service, the rate charged or any other matter;
(k)all properties serviced by Evergreen Water have water meters installed and
that, to the best of Evergreen Water's knowledge, all such meters are in
good working order; and
(1) Evergreen Water has the requisite, power and authority to transfer the
System as herein contemplated.

11. Representations by the Association. The Association hereby represents and
warrants the following, which representations shall survive the closing:
(a)the Association is fully authorized to purchase the System from Evergreen
Water pursuant to the terms of this Agreement;
(b)the Association's board of directors has approved the purchase of the
System herein contemplated in accordance with the requirements of its
bylaws or other governing documents;
(c)there is no litigation pending or threatened which would prevent the sale
contemplated by this Agreement;
(d)the Association expressly acknowledges that the System is subject to all
the rules and regulations of the Idaho Public Utilities Commission;
(e)the Association expressly acknowledges the regulatory authority of the
Idaho Department of Environmental Quality over water quality and testing
of the System; and
(f)the Association acknowledges that after the transfer of title to the System,
the System must be operated a qualified operator of a pressurized potable
water system and all such expense and cost related to the retention,
training or hiring such operator shall be the sole responsibility of the
Association.

12. No Representations. Evergreen Water hereby makes no representation or
warranty with respect to the following matters:
(a) the state of any equipment, component or water lines, except that all
equipment shall be in good working order on the date of the transfer of
title;
WATER SYSTEM TRANSFER AGREEMENT -4
(b)as to the presence or absence of any contaminant or the environmental
condition of the System or any of its components;
(c)whether any customer or other person has tampered with any water meter;
(d)the adequacy, suitability or with respect to any contamination of any wells
or pieces of equipment; and
(e)whether there are any adverse environmental conditions on any properties
owned by Evergreen Water which are to be transferred to the Association
hereunder.
13.Entire Agreement. This Agreement, together with the other written agreements
and instruments executed concurrently herewith or pursuant to the terms and provisions hereof,
contain the entire agreement between the parties concerning the matters herein set forth and
supersedes all prior agreements between them respecting such matters.
14.Counterparts. This Agreement may be executed in two or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute one and the
same instrument. At the trial of an matter arising under this Agreement, only one counterpart
need be produced.
15.Headings. Paragraph headings are for convenience and identification only and
shall not be used to interpret or construe this Agreement.
16.Waivers. Except as herein expressly provided:
16.1 No waiver by either party of any breach of this Agreement, or of any
warranty or representation hereunder, shall be deemed to be a waiver by
the same party of any other breach of any kind or nature (whether
preceding or succeeding the breach in question, and whether or not of the
same or similar nature).
16.2 No acceptance by a party of any payment or performance after any such
breach shall be deemed to be a waiver of any breach of this Agreement or
of any representation or warranty hereunder, whether or not the party
knows of the breach when it accepts such payment or performance.
16.3 No failure by any party to exercise any right it may have under this
Agreement or under law upon another party's default, and no delay in the
exercise of that right, shall prevent it from exercising the right whenever
the other party continues to be in default. No such failure or delay shall
operate as a waiver of any default or as a modification of the provisions of
this Agreement.
WATER SYSTEM TRANSFER AGREEMENT -5
17.Gender and Number. Whenever the singular or plural number, or the masculine
or feminine or neuter gender, is used herein, it shall equally include the other(s).
18.Notices. Any notice which any person is required or may desire to give hereunder
shall be in writing and may be personally delivered, transmitted by facsimile, other electronic
means, or delivered by the United States Postal Service or private delivery service to the above
addresses. Notice is deemed given when received.
19.Governing Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Idaho.
20.Binding Effect. This Agreement shall be binding upon, and inure to the benefit of,
both parties and their respective heirs, representatives, successors and assigns.
21.Modifications. This Agreement may be may be modified only by a written
document signed by representatives of both parties. A purported oral modification shall not be
effective for any purpose.
The parties have hereunto set their hands and seals the day and year first above noted.
SELLER:
EVERGREEN WATER COMPANY, INC.
By: 6a2'~z
EVERGREEN TERRACE WATER
ASSOCIATION, INC.
Its: B V'JPt
WATER SYSTEM TRANSFER AGREEMENT -6
Recording requested by:
Richard S. Christensen
Christensen & Doman, P.C.
907 Main Avenue
St. Manes, ID 83861
When recorded return to:
Richard S. Christensen
Christensen & Doman, P.C.
907 Main Avenue
St. Manes, ID 83861
262239
RECE WED
ZUIZFtPR S P19
BENEWAH COUNTY
MICHELE MCD~NIEL. CLERK
id
A)
QUITCLAIM DEED
GRANTOR, EVERGREEN WATER COMPANY, an Idaho corporation, of 248
Evergreen Terrace Road, St. Manes, County of Benewah, State of Idaho 83861, for good and
valuable consideration, the receipt of which is hereby acknowledged, do hereby REMISE,
RELEASE and forever QUITCLAIM unto, EVERGREEN TERRACE WATER
ASSOCIATION, INC., an Idaho corporation, of 248 Evergreen Terrace Road, St. Manes, State
of Idaho 83861, as GRANTEE, and to grantee's heirs and assigns forever, all of the following
described real estate situated in County of Benewah, State of Idaho, to wit:
That portion of the South Half of Northeast Quarter and the North
Half of Southeast Quarter of Section 25, Township 46 North,
Range 2 West, Boise Meridian, Ben wah County, Idaho, described
as follows;
COMMENCING at a 1/2 inch iron pipe marking the Northwest
corner of Lot 51 of The Plat of Evergreen Terrace recorded on
April 7, 1972, records of Benewah County, Idaho;
Thence South 89° 28' 22" East along the North line of said Lot 51,
a distance of 296.33 feet to a 5/8 inch rebar with cap, marked
"Welch Corner PLS 12318", marking the Northeast corner of said
Lot 51 and the TRUE POINT OF BEGINNING;
QUITCLAIM DEED
262239
Thence North 000 43'38" East along the East line of Lot 50 of said
Plat, a distance of 259.03 feet to a 5/8 inch rebar with cap, marked
"Welch Corner PLS 12318", marking the Northeast corner of said
Lot 50;
Thence South 520 34' 17" East along the North line of a Record of
Survey recorded under Instrument Number 173091, records of
Benewah County, Idaho, a distance of 230.48 feet to a 5/8 inch
rebar with cap, marked "Welch Corner PLS 12318";
Thence South 78° 43'22" East along said North line, a distance of
110.10 feet to a 5/8 inch rebar with cap, marked "Welch Corner
PLS 12318":
Thence South 63° 59' 06" East along said North line, a distance of
123.73 feet to a 3/4 inch iron pipe, marking the Northeast corner of
said Record of Survey;
Thence South 23 1 37' 05" West along East line of said Record of
Survey, a distance of 376.21 feet to a drill steel;
Thence North 70 1 01' 31" West a distance of 273.87 feet to a 5/8
inch rebar with cap, marked "Welch Corner PLS 12318", marking
a point on the East line of said Lot 51;
Thence North 00° 43' 38" East along said East line, a distance of
208.02 feet to the TRUE POINT OF BEGINNING;
Containing 139,285 square feet or 3.198 acres more or less;
AND
That portion of the Northwest Quarter of Southeast Quarter of
Section 25, Township 46 North, Range 2 West, Boise Meridian,
Benewah County, Idaho, described as follows;
COMMENCING at a 1/2 inch Iron pipe marking the Northwest
corner of Lot 51 of The Plat of Evergreen Terrace recorded on
April 7, 1972, records of Benewah County, Idaho; Thence South
30° 50' 22" East along the West line of said Lot 51, a distance of
310.85 feet to a 5/8 inch rebar with cap, marked "Welch Corner
PLS 12318"; Thence North 67° 18'20" East leaving said West
line, a distance of 145.60 feet to a 5/8 inch rebar with cap, marked
QUITCLAIM DEED
262239
"Welch Corner PLS 12318", marking a point on the East line of
said Lot 51 and the TRUE POINT OF BEGINNING;
Thence South 700 01' 31" East a distance of 273.87 feet to a Drill
Steel, marking a point on the East line of Record of Survey
recorded under Instrument Number 173091, records of Benewah
County, Idaho;
Thence South 49° 13' 24" West along said East line, a distance of
345.25 feet to a 1/2 inch Iron pipe marking the South corner of said
Lot 51;
Thence North 00° 43' 38" East along said East line, a distance of
319.07 feet to the TRUE POINT OF BEGINNING;
Containing 41,249 square feet or 0.947 acres more or less.
TOGETHER with all tenements, hereditaments and appurtenances
thereunto belonging.
IN WITNESS WHEREOF, Grantor has hereunto subscribed its name to this
instrument this day of April, 2012.
GRANTOR
By: Michelle Slack, Its President
QUITCLAIM DEED 3
262239
STATE OF IDAHO )
ss.
County of Benewah )
On this 4*1. day of April, 2012, before me, a notary public in and for said
county and state, personally appeared MICHELLE SLACK, known or identified to me to be the
president of the corporation that executed the QUITCLAIM DEED on behalf of said corporation,
and acknowledged to me that such corporation executed the same.
N WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
Notary Public, State of Idaho
Residing at: St. Manes
My Commission Expires:
0tPRY \
Evergreen Water\transprop\qcd2-3Aa.wpd
QUITCLAIM DEED 4
Operating Agreement between Evergreen Water Company (EWC) and Evergreen Terrace
Water Association (ETWA)
On 6/1/11 ETWA will begin operation and maintenance of the facilities owned by EWC.
This will include:
All pump, reservoir, pipeline, meter repair and maintenance.
All supplies needed to keep water quality in compliance with DEQ standards.
All utility, lab, one call and other bills related to operating the system
Reading meters, sending bills, collecting monies owed and public notifications
All financial control and record keeping
Any other item or cost not mentioned that relates to operating the water system
EWC will be responsible for real property taxes until property transfer.
EWC will transfer ownership when the survey of the well lot is completed, and transfer
documents signed.
Michelle Slack Jim Nilson
Owner EWC Pres. ETWA
6/1/11 6/1/11