20190805Palfreyman Exhibit 1 - Redacted.pdf

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EXHIBIT 1
FALLS WATER CO., INC.
Asset Purchase Agreement - Redacted
(le PAGES)
2019.a6.04
Asset Purchase Agreement
This Asset Purchase Agreement (this "Agreement") is made between Falls Water Co., Inc., an Idaho
corporation ("Falls Water"), Gem State Infrastructure, LLC, an Idaho limited liability company
("Wastewater Buyer" and, together with Falls Water, the "Buyers"), and Taylor Mountain Water and
Sewer District, an Idaho unincorporated nonprofit association (the "District"), effective as of June I l,
2019 (the "Signing Date"). Capitalized terms used in this Agreement are defined where they are first
used or in Schedule 1.
The District owns and operates water supply and distribution systems (the "Water Business") and sewer
system (the "Wastewater Business" and, together with the Water Business, the "Business") in or near
Bonneville County, Idaho. The District wishes to sell, and Buyers wish to purchase, and to assume
specified liabilities, substantially all of the assets of the Business. The parties, therefore, agree as follows.
l. Water Business Acquisition.
a. Water Assetsl Water Assumed Liabilities. At Closing, Falls Water will buy, and the District
will sell and transfer, the assets of the Water Business, including without limitation, the items
listed on Schedule 2, other than the Excluded Assets (the "Water Assets"). At Closing, Falls
Water will assume the liabilities of the District in respect of all Water Contracts only to the extent
required to be performed after the Closing, incuned in the ordinary course of business, and
unrelated to any failure to perform, improper performance, or other default or violation by the
District before Closing (the "Water Assumed Liabilities").
b. Excluded Assets; Water Excluded Liabilities. At Closing, Falls Water will not buy, and the
District will not sell, the Excluded Assets. Falls Water will not assume and will not be responsible
to pay, perform or discharge any Water Excluded Liabilities.
c. Water Purchase Price.
i. The oo\ilater Purchase Price" for the Water Assets
At Closing, Falls Water will pay the Twelve
months after Closing, Falls Water will pay to the District an amount equal
"Holdback") less the amount of any claim a Buyer Indemnitee has under this Agreement.
After that date and after all claims by Buyer Indemnitees are resolved and paid, Falls Water
will Holdback, if , to the District.
To the extent
required by law, each party will file all Tax Retums (including Internal Revenue Service
Form 8594) and information reports in a matter consistent with that allocation.
ii. All payments under l(c)(i) will be by wire transfer of immediately available funds pursuant
to written instructions provided by the District at least five Business Days before the payment
date. Falls Water is entitled to deduct and withhold from the Water Purchase Price all Taxes
that Falls Water may be required to deduct and withhold under any applicable Tax Law. All
withheld amounts will be treated as delivered to the District under this Agreement.
2. Wastewater Business Acquisition.
a. Assets; Assumed Liabilities. At Closing, Wastewater Buyer will buy, and the District will sell
and transfer, the assets of the Wastewater Business, including without limitation, the items listed
on Schedule 3, other than the Excluded Assets (the "Wastewater Assets" and, together with the
Wastewater will
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Water Assets, the "
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(the
the
District in
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(ii) in respect of all other Wastewater Contracts only to the
the Closing, incurred in the ordinary course of business, and
unrelated to any failure to perform, improper performance, or other default or violation by the
District before Closing (the "Wastewater Assumed Liabilities" and together with the
Wastewater Assumed Liabilities, the "Assumed Liabilities").
b. Excluded Assets; Excluded Liabilities. At Closing, Wastewater Buyer will not buy, and the
District will not sell, the Excluded Assets. Wastewater Buyer will not assume and will not be
responsible to pay, perform or discharge any Excluded Liabilities.
c. Purchase Price. The "Wastewater Purchase Price" for the Wastewater
extent required by law,
each parly will file all Tax Returns (including Internal Revenue Service Form 8594) and
information reports in a matter consistent with that allocation.
3. Expenses. Each parry will bear its own costs and expenses, including of its Representatives, incurred
in connection with the transactions contemplated by this Agreement (the "Transaction") and related
due diligence, whether or not Closing occurs.
4, Representations and Warranties. The District r€presents and warrants to Buyers that the statements
set fofth on Schedule 4 are true and correct on Signing Date and will be true and correct on the
Closing Date.
5. Ctosing. The Transaction will close (the "Closing") at a time agreed by the pafiies two Business
Days after all of the Closing conditions are met or waived or at another date and time agreed by the
parties. The Closing is deemed effective as of 12:01 a.m. on the date of Closing (the "Closing Date").
6. Closing Conditions. Buyers' obligation to close the Transaction is subject to (a) Buyers' satisfactory
due diligence, (b) receipt ofall necessary government approvals and consents (
and Court consents to transfer Permits
,a and acceptance ofthe
Transaction by a majority of the District's voters; (e) no GovernmentalAuthority has issued an Order
that has the effect of B
users for sewer
-
(f) receipt of title commitments from a nationally recognized title insurance company
to issue an owner's title insurance policy insuring fee simple title to the Owned Real Property, free
and clear of all Encumbrances other than Permitted Encumbrances; (g) documents signed by the
District to transfer the Assets, including grant deeds transferring all Owned Real Property, bills of
sale, and an assignment and assumption agreements, each in form and substance reasonably
satisfactory to Buyers; (h) written confirmation from the District that the representations and
warranties were true and complete on the Signing Date and the Closing Date, that the District
complied with the covenants in this Agreement, and that there has been no material adverse effect on
the Business since the Signing Date; (i) an affidavit, signed by the District under penalty of perjury,
stating that it is not a foreign person within the meaning of Section 1445 of the Code, dated as of the
Closing Date and in form and substance required under Code Section I445 and related regulations; o
a completed Form W-9 from each Person receiving payment at Closing; (k) consent of EIRWWA to
transfer the EIRWWA Agreement from Seller to Wastewater Buyer; and (l) all other documents
signed by the District reasonably requested by Buyers to complete the Transaction. From the Signing
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Date until the Closing or the termination of this Agreement, each party will use commercially
reasonable efforts to take actions necessary to promptly satisry the Closing conditions.
7. Termination. The Agreement may be terminated before Closing (a) by the written agreement of the
District and Buyers; (b) by either the District or Buyers if there is a Law that makes Closing illegal or
prohibited or if the Closing is enjoined in a final, non-appealable Order; (c) by Buyers with written
notice to the District if: (i) Buyers are not satisfied with the results of its due diligence investigation
by December 31,2019, (ii) the District has materially breached this Agreement in a manner that
would cause the Closing conditions not to be met, or (iii) any of the Closing conditions are not met by
December 31,2019; (d) by the District with written notice to Buyers if: (i) Buyers have materially
breached this Agreement in a manner that would cause the Closing conditions not to be met or (ii)
any of the Closing conditions are not met by December 31,2019.If this Agreement is terminated, it
will be void and no party will have any liability under it except that (x) this sentence, Sections 1 I and
I 5-20 will survive and (y) no parry will be relieved of its liability for willful breach of this
Agreement.
8. Interim Covenants.
a. From the Signing Date until Closing, the District will (i) preserve the Business and its goodwill,
(ii) operate the Business in the ordinary course of business consistent in nature, scope, and
magnitude with past practices, (iii) comply with Law; and (iv) afford Buyers and their
Representatives reasonable access to and the right to inspect all ofthe real property, propefties,
assets, premises, and other documents and data related to the District, including, if Buyers desire,
a Phase II environmental audit(s). From the Signing Date until Closing, the District will not sell
or acquire any Assets valued at more than $5,000 without Buyers' prior written approval. Each
party will promptly, and in coordination with the other party, (i) make all filings and submissions
required under any Law applicable it or any of its affiliates; and (ii) use commercially reasonable
efforts to obtain all Orders and approvals from all Governmental Authorities that may be
necessary under the Transaction Documents and for the Closing. Each party will cooperate fully
with the other parties in promptly seeking to obtain such Orders and approvals. No party will take
any action that would have the effect of materially impeding the receipt of any required Orders or
approvals.
b. Except as required by applicable Law, the District will not, and will not authorize or allow any of
its affiliates or Representatives to, directly or indirectly, (i) encourage, solicit, initiate, facilitate or
continue inquiries regarding an Acquisition Proposal; (ii) enter into discussions or negotiations
with, or provide any information to, any Person concerning a possible Acquisition Proposal; or
(iii) enter into any arrangements (whether or not binding) regarding an Acquisition Proposal. The
District will, and will cause its affrliates and Representatives, to immediately stop all existing
discussions or negotiations with any Persons conducted before the Signing Date with respect to
an Acquisition Proposal. An "Acquisition Proposal" means any inquiry, proposal or offer from
any Person (other than Buyers or any of their affiliates) concerning (l) a merger, consolidation,
liquidation, recapitalization, share exchange or other business combination transaction involving
the District; (2) the issuance or acquisition of equity securities of the District; or (3) the sale,
lease, exchange or other disposition ofany significant portion ofthe properties or assets ofthe
District. In addition, within three Business Days of receipt, the District willadvise Buyers in
writing of any Acquisition Proposal, any request for information with respect to any Acquisition
Proposal, or any inquiry with respect to or which could reasonably be expected to result in an
Acquisition Proposal; the material terms and conditions of the proposal, inquiry, or request; and
the identity of the Person making it.
9. Further Assurances. Without additional consideration, each party will sign and deliver any
additional instruments and perform additional acts that are or may become necessary to effect this
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Agreement or as may reasonably be request to more effectively carry out the intent and purpose of
this Agreement, including, for example, transfer of the District's rights to, title in, or ownership of the
Water System, Wastewater System, and Assets, whether the Assets were unknown at the time of
Closing or were erroneously omitted from this Agreement.
10. Non-Solicit. For five years after the Closing Date, the District will not, and will not permit any of its
affiliates to, directly or indirectly, intentionally interfere in any material respect with the business
relationships (whether formed before or after the Signing Date) between the Business and customers
or suppliers of the Business. The District acknowledges that the restrictions contained in this Section
are reasonable and necessary to protect the legitimate interests of each Buyer and constitute a material
inducement to each Buyer to enter into this Agreement and complete the Transaction. If any covenant
contained in this Section is adjudicated to exceed the time, or other limitations permitted by
applicable Law in any jurisdiction, then any court is expressly empowered to reform such covenant,
and such covenant will be deemed reformed, in that jurisdiction to the maximum time or other
limitations permitted by applicable Law. The covenants contained in this Section are severable and
distinct covenants. The invalidity or unenforceability of any covenant in this Section as written will
not invalidate or render unenforceable the remaining covenants, and any invalidity or unenforceability
in any jurisdiction will not invalidate or render unenforceable the covenant in any otherjurisdiction.
11. Confidentiality. No party will publicly disclose the contents of this Agreement, except to the extent
required by Law (including, but not limited to, the provisions of Chapter 32 of Title 42 of the ldaho
Code) or to obtain Court Approval or Commission Approval. After Closing, the District will keep all
information concerning the Business confidential unless that information is known by the public
through no fault of its own, its agents or affiliates. The District will ensure its affiliates and agents
comply with the obligations under this provision to the same extent as if they were the District. If the
District is compelled to disclose any confidential information by Law, it must notifu Buyers of the
requirement and will only disclose that information its legal counsel advises is legally required to be
disclosed.
12. Taxes.
a. Transfer Taxes. The District will pay when due all transfer, documentary, sales, use, stamp,
registration, value added and other such Taxes and fees (including any penalties and interest)
incuned in connection with this Agreement and the other Transaction Documents (including any
real properfy transfer Tax and any other similar Tax). Buyers will, at their own expense, timely
file any Tax Return or other document with respect to such Taxes or fees (and the District shall
cooperate with respect thereto as necessary).
b. Tax Indemnification. The District will indemnifo Buyer Indemnitees and hold them harmless
from and against (a) any Loss attributable to any failure to timely, completely, and correctly file
any Tax Returns required to be filed by or with respect to the District, the Business or the Assets
or a failure to pay any Taxes due or owing, or asserted to be due and owing by a Governmental
Authority, by or with respect to the District, the Business or the Assets on or before the Closing;
(b) any Loss attributable to any breach or violation of, or failure to fully perform, any covenant,
agreement, undertaking or obligation in this Section 12; (c) all Pre-Closing Taxes, determined in
accordance with Section 12(c); (d) all Taxes for which the District is liable pursuant to Section
I 2(a) and (e) any and all Taxes of any person imposed on or with respect to the Business or the
Assets arising under the principles of transferee or successor liability or by Contract, relating to
an event or transaction occurring before the Closing Date, in each ofthe above cases, together
with any out-of-pocket fees and expenses (including attorneys' and accountants' fees) incurred in
connection therewith. The District shall reimburse each Buyer Indemnitee for any Taxes that are
the responsibility of the District pursuant to this Section 12(b) within l5 Business Days after
payment of such Taxes by Buyer Indemnitee. AII indemnity payments pursuant to this Section
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12(b) shall be made on an after-tax, grossed-up basis, such that the total amount received by
Buyer Indemnitee places Buyer Indemnitee in the same after-tax position it would have occupied
ifit had not suffered such [,oss or been liable for such Taxes.
Cooperation and Exchange of Information. The District and Buyers shall provide each other
with such cooperation and information as any of them reasonably may request of the other in
filing any Tax Retum or in connection with any audit or other proceeding in respect of Taxes.
Such cooperation and information shall include providing copies of relevant Tax Returns or
portions thereof, together with accompanying schedules, related work papers and documents
relating to rulings or other determinations by tax authorities. The District and Buyer shall retain
all Tax Returns, schedules and work papers, records and other documents in its possession
relating to Tax matters of the District for any taxable period beginning before the Closing Date
until the expiration of the statute of limitations of the taxable periods to which such Tax Retums
and other documents relate, without regard to extensions except to the extent notified by the other
parties in writing of such extensions for the respective Tax periods.
Survival. Despite anything in this Agreement to the contrary, this Section l2 will survive for the
full period of all applicable statutes of limitation (giving effect to any waiver, mitigation or
extension thereof) plus 90 days.
13. Wastewater Rates.
14. Indemnity. All representations, warranties, and covenants set forth in the Transaction Documents
will remain in full force and effect after Closing. The right to indemnification or other remedy will
not be affected by any investigation conducted or any knowledge acquired at any time, whether
before or after the Signing Date or the Closing Date. The District will indemnifo each Buyer and its
officers, directors, afliliates, successors and assigns (the "Buyer Indemnitees") and hold them
harmless from all Losses suffered by the Buyer Indemnitees arising out of or related to: (a) any
breach or inaccuracy in any representation or warranty made by the District in any Transaction
Document; (b) any breach or non-fulfillment of any obligation of the District in any Transaction
Document; (c) any pre-Closing Taxes; (d) Excluded Assets; or (e) Excluded Liabilities. "Losses"
means losses, damages, Liabilities, deficiencies, judgments, interest, awards, penalties, fees, or fines,
or costs or expenses relating to the foregoing, including reasonable attorneys' fees (including
reasonable attorney's fees associated with the cost of enforcing any indemnity right and the cost of
pursuing any insurance providers). "Losses" does not include punitive, incidental, consequential or
special damages, except in the case of fraud or to the extent actually awarded to a Governmental
Authority or other third party. The District will not have the right to defend or direct the defense of
any third-pafi claim that (i) is assefted by or on behalf of a supplier or customer of the Business or a
Covernmental Authority or (ii) seeks an injunction or other equitable relief against the Indemnified
Party. The District will not settle any indemnifiable third-party claim without the Buyer Indemnitee's
prior written consent. All indemnification payments made under this Agreement will be treated for all
Tax purposes as adjustments to the Water Purchase Price or Wastewater Purchase Price, as
applicable, unless otherwise required by Law.
15. Remedies. Remedies underthe Transaction Documents are cumulative. No right or remedy of the
parties under the Transaction Documents is intended to be exclusive of any other right or remedy. A
party would be irreparably damaged by reason of a failure of the other party to perform its obligations
under the Transaction Documents in accordance with its terms. Each party is entitled, therefore, to
equitable relief in the event of a breach or threatened breach (without any requirement to post bond),
in addition to any other remedy to which it is entitled at law or in equity.
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d.
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16. Amendment; Waiver. Provisions of this Agreement may only be amended or waived in a writing
signed by the parties specifically identifoing the provision to be amended or waived. The waiver of
any condition will not affect the right to indemnification or other remedy related thereto.
17. Assignment. This Agreement may not be assigned or otherwise transferred (including a change of
voting control and a transfer by operation of law) without the prior written consent of the other
parties. However, Buyers may transfer their rights and obligations to an affiliate without the prior
written consent of the District.
18. Notices. All notices must be in writing. Notice is deemed given when received by the addressee if
sent by a nationally recognized overnight courier (receipt requested); on the date sent by email ofa
PDF document (with confirmation of transmission) if sent during normal business hours of the
recipient (otherwise on the next Business Day); or on the third day after the date mailed, by certified
or registered mail, return receipt requested, postage prepaid. Notice is only effective if sent to the
address or email addresses set forth on the signature page of this Agreement. Each party may change
its address and email address for notices by giving notice in accordance with this paragraph.
19. Governing Law; Venue. The Transaction Documents are to be construed and enforced in accordance
with Idaho law, without giving effect to any conflict of law rule. Any Action arising out of the
Transaction Documents must be brought in the federal or state courts located in or having jurisdiction
in Bonneville County, Idaho. The pafties waive any objection to the jurisdiction of those courts. Each
party waives any right it may have to trial by jury in respect of any Action arising out for the
Transaction Documents.
20. Entire Agreement. This Agreement, Schedules l-5, the Non-Disclosure Agreement between the
District and Northwest Natural Gas Company, dated October I 8, 2018, and the Transaction
Documents delivered by the District to Buyers at Closing, embody the entire agreement and
understanding of the parties related to its subject matter and supersedes all prior approvals,
correspondence, and agreements relating to its subject matter.
(Signature page follows.)
Exhibit'1
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Falls Water Co.,Inc.
Justin
President
Gem State Infrastructure, LLC
Justin
President
Communications to Buyers:
Falls Water Co., Inc.
220 NW Second Avenue
Portland, Oregon 97209
Aftn: Justin Palfreyman
Gem State Infrastructure, LLC
220 NW Second Avenue
Portland, Oregon 97209
Attn: Justin Palfreyman
With a copy, which will not constitute notice to:
NW Natural Water Company, LLC
220 NW Second Avenue
Portland, Oregon 97209
Attn: Mardilyn Saathoff
Email: [e-mail]
Office of General Counsel Network
516 SE Morrison Street, Suite 1020
Portland, OR972l4
[e-mail]
Communications to the District:
Taylor Mountain Water and Sewer District
c/o Holden, Kidwell, Hahn & Crapo, P.L.L.C.
1000 Riverwalk Dr., Suite 200
Idaho Falls, Idaho 83402
Attention: Robert Harris
2019.06.04
Taylor Mountain Water And Sewer District
Randy Kern
Board Chairman
Lynn Melander
Board Secretary
Exhibit 1
J. Palfreyman, Falls Water Co., lnc.
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Schedule I Defined Terms
For purposes of this Agreemenl (a) the words "include," "includes" and "including" are deemed to be followed
by the words "without limitation"; (b) the word "or" is not exclusive; and (c) words denoting any gender include
all genders. Unless the context otherwise requires, references: (i) to sections and Schedules mean the sections of,
and Schedules attached to, this Agreement; (ii) to an agreement or other document means the agreement or other
document as amended, supplemented and modified from time to time to the extent permitted by its provisions and
(iii) to a statute means the statute as amended from time to time and includes any successor legislation and any
regulations promulgated under the statute and successor legislation.
"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, audit, notice of violation,
proceeding, litigation, citation, summons, subpoena or governmental investigation for which written notice has
been given to the District of any nature, civil, criminal, administrative, regulatory or otherwise, whether at law or
in equity.
"Books and Records" means books and records, including financial and accounting records, maintenance files,
customer and supplier lists, quality control records, customer complaints, research files, correspondence with
Governmental Authorities, and real property and environmental surveys.
"Business Day" means any day except Saturday, Sunday or any other day on which commercial banks located in
Portland, Oregon are authorized or required by Law to be closed for business.
"CERCLA" means the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as
amended by the Superfund Amendments and Reauthorization Act of 1986, 42 U.S.C. $ 9601 et seq.
"Code" means the Internal Revenue Code of 1986, as amended.
"Commission Approval" means a final decision and Order by the Idaho Public Utilities Commission (the
"Commission") that is (i) is final and reasonable and (ii) approves all of the relief requested in the application to
the Commission (the "Commission Application"). The Commission's decision and Commission Approval will
not be deemed to be final and reasonable, or an approval of all of the relief requested in the Commission
Application, if (a) it is not an unconditional approval, (b) it denies or defers ruling on any part of the Commission
Application or purports to amend, modifu or supplement any of the terms and conditions of the Transaction, or
(c) if the decision and Order is subject to further appeal or any party to the proceeding in which the decision and
Order is issued, or other aggrieved Person with the right to appeal, intends to, and is legally entitled to, seek a
change in the decision and Order through motion or appeal.
"Contracts" means contracts and other agreements, commitments and legally binding arrangements.
"Court Approval" means a final decision and Order by the District Court of the Seventh Judicial District of the
State of Idaho, in and For the County of Bonneville (the "Court") that is that is (i) is final and reasonable and
(ii) approves all of the relief requested in the Dissolution Petition. The Court's decision and Court Approval will
not be deemed to be final and reasonable, or an approval of all of the relief requested in the Dissolution Petition, if
(a) it is not an unconditional approval, (b) it denies or defers ruling on any part of the Dissolution Petition or
purports to amend, modifo or supplement any of the terms and conditions of the Transaction, or (c) if the decision
and Order is subject to further appeal or any party to the proceeding in which the decision and Order is issued, or
other aggrieved Person with the right to appeal, intends to, and is legally entitled to, seek a change in the decision
and Order through motion or appeal.
"Dissolution Petition" means the District's petition to the Court for an Order dissolving the District pursuant to
Idaho Code $$ 42-3212 and 42-3239 (Case No. CVl0-19-2910), as may be amended upon agreement of the
parties.
"Easements" means all rights, privileges, easements, licenses, rights-of-way, and rights to use public and private
roads, highways, streets, railroads and other areas owned or used by the District in connection with the
construction, reconstruction, installation, expansion, maintenance and operation of the Water System or
Wastewater System.
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"Encumbrance" means any charge, claim, community property interest, pledge, condition, equitable interest, lien
(statutory or other), option, security interest, mortgage, Easement, encroachment, right of way, right of first
refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise
of any other attribute of ownership.
"Environmental Claim" means any Action, Order, lien, fine, penalty, or, as to each, any settlement or judgment
arising therefrom, by or from any Person alleging liability of whatever kind or nature (including liability or
responsibility for the costs of enforcement proceedings, investigations, cleanup, governmental response, removal
or remediation, natural resources damages, property damages, personal injuries, medical monitoring, penalties,
contribution, indemnification and injunctive relief) arising out of, based on or resulting from: (a) the presence of,
Release of, or exposure to any Hazardous Materials or (b) any actual or alleged non-compliance with any
Environmental Law or term or condition of any Environmental Permit.
"Environmental Laws" means any applicable Law and any Order or binding agreement with any Governmental
Authority: (a) relating to pollution (or the cleanup thereof) or the protection of natural resources, endangered or
threatened species, human health or safety (but only as it related to the environment), or the environment
(including ambient air, soil, surface water or groundwater, or subsurface strata); or (b) concerning the presence of,
exposure to, or the management, manufacture, use, containment, storage, recycling, reclamation, reuse, treatment,
generation, discharge, transportation, processing, production, disposal or remediation of any Hazardous Materials.
"Environmental Notice" means any Order, written directive, written request for information, notice of violation
or infraction, or written notice respecting any Environmental Clairn relating to actual, alleged or potential non-
compliance with any Environmental Law or any Environmental Permit.
o'Environmental Permit" means any Permit issued, granted, given, authorizedby or made pursuant to any
Environmental Law.
"Excluded Assets" means corporate seals, organizational documents, minute books, stock books, Tax Retums,
books of account or other records having to do with the corporate organization of the District; benefit plans and
assets attributable thereto; short-term investments; cash and cash equivalents in excess of$10,000 and then only
to the extent of the excess; and the rights that accrue to the District under the Transaction Documents.
"Excluded Liabilities" means any Liabilities of the District or any of its affiliates other than, with respect to the
Water Business, Water Assumed Liabilities, and with respect to the Wastewater Business, Wastewater Assumed
Liabilities.
"Facilities" means any real property owned or operated or formerly owned or operated by the District and any
buildings, plants, structures, or equipment (including motor vehicles, tank cars, and rolling stock) owned or
operated or formerly owned or operated by the District.
"Governmental Authority" means any federal, state, local or foreign govemment or political subdivision
thereof, or any agency or instrumentality of the government or political subdivision, or any self-regulated
organization or other non-govemmental regulatory authority or quasi-governmental authority (to the extent that
the rules, regulations or Orders of that organization or authority have the force of Law), or any arbitrator, court or
tribunal of competent jurisdiction.
"Hazardous Materials" means: (a) any material, substance, chemical, waste, product, derivative, compound,
mixture, solid, liquid, mineral or gas, in each case, whether naturally occurring or manmade, that is hazardous,
acutely hazardous, toxic, or words of similar import or regulatory effect under any Environmental Law; and
(b) any petroleum or petroleum-derived products, radon, radioactive materials or wastes, asbestos in any form,
lead or lead-containing materials, urea formaldehyde foam insulation, and polychlorinated biphenyls.
"Law" means any statute, law, act, ordinance, regulation, rule, code, Order, constitution, treaty, principle of
common law, judgment, decree, Order of general applicability or other requirement or rule of law of any
Governmental Authority, including rules and regulations promulgated thereunder.
"Leased Real Property" means real property leased by the District (as a lessee, sub-lessee, or assignee) and used
in or necessary for the conduct of the Business as currently conducted together with all rights, title and interest of
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the District in and to leasehold improvements relating thereto, including, but not limited to, security deposits,
reserves or prepaid rents paid in connection therewith.
"Liabilities'o means any liabilities, obligations or commitments of any nature whatsoever, asserted or unassefted,
known or unknown, absolute or contingent, accrued or unaccrued, matured or unmatured, or otherwise.
"Order" means any order, writ, judgment, injunction, decree, determination, ruling, assessment, or award entered
by or with any Governmental Authority or arbitrator.
"Owned Real Property" means all of real property owned by the District and used in or necessary for the
conduct of the Business as currently conducted, together with all buildings, fixtures, structures and improvements
situated thereon and all Easements, rights-of-way, Water Rights, and other rights and privileges appurtenant
thereto.
"Permits" means permits, licenses, franchises, approvals, authorizations, registrations, ceftificates, variances and
similar rights obtained from Govemmental Authorities.
"Permitted Encumbrance" means (a) liens for Taxes, assessments or other governmental charges not yet
delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings;
(b) mechanics, carriers', workmen's, repairmen's or other like liens or similar Encumbrances arising or incurred
in the ordinary course of business consistent with past practice for amounts that are not delinquent; (c) covenants,
exceptions, restrictions, Easements, zoning ordinances, rights of way, and other similar encumbrances affecting
Real Property that appear in a preliminary title report delivered by the District Representative to Buyers no less
than 30 calendar days before the earlier of the Closing Date and the date listed in Section 6(bxi), except that no
such encumbrance shall be considered a Permitted Encumbrance if either Buyer notifies the District
Representative at least 14 calendar days before the Closing Date that it is unwilling to accept title subject to such
encumbrance. If the District fails to cause an encumbrance described under clause (c) of the preceding sentence to
be cured or otherwise removed from an updated preliminary title report before the Closing Date, each Buyer shall
have the right to either (i) waive its objection and proceed to close, or (ii) terminate this Agreement.
"Person" means an individual, corporation, partnership, joint venture, limited liability company, Governmental
Authority, unincorporated organization, trust, association or other entity.
"Post-Closing Tax Period" means any taxable period beginning after the Closing Date and, with respect to any
taxable period beginning before and ending after the Closing Date, the portion of that taxable period beginning
after the Closing Date.
"Pre-Closing Tax Period" means any taxable period ending on or before the Closing Date and, with respect to
any taxable period beginning before and ending after the Closing Date, the portion of that taxable period ending
on and including the Closing Date.
"Pre-Closing Taxes" means Taxes of the District for any Pre-Closing Tax Period, determined in accordance with
Section l2(c).
"Real Propert5/" means Leased Real Property and Owned Real Property.
"Release" means any actual or threatened release, spilling, leaking, pumping, pouring, emitting, emptying,
discharging, injecting, escaping, leaching, dumping, abandonment, disposing or allowing to escape or migrate into
or through the environment, including ambient air (indoor or outdoor), surface water, groundwater, land surface
or subsurface strata or within any building, structure, facility or fixture.
"Representative" means, with respect to any Person, any and all directors, officers, employees, consultants,
financial advisors, counsel, accountants and other agents ofthe Person.
"District's Knowledge" or any other similar knowledge qualification, means the actual knowledge of any
director or officer of the District, in each case after reasonable inquiry and investigation.
"Tangible Personal Property" means all furniture, fixtures, equipment, machinery, tools, vehicles, office
equipment, supplies, computers, telephones and other tangible personal property of the District.
10 of 19 Exhibit 1
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2019.06.04
ooTax" or "Taxes" means all federal, state, local, foreign and other income, gross receipts, sales, use, production,
ad valorem, transfer, franchise, registration, profits, license, lease, service, service use, withholding, payroll,
employment, unemployment, unclaimed property, escheat, estimated, excise, severance, environmental, stamp,
occupation, premium, property (real or personal), real property gains, windfall profits, customs, duties or other
taxes, fees, assessments or charges of any kind whatsoever, together with any interest, additions to tax or penalties
with respect thereto and any interest in respect of those additions to tax or penalties.
"Tax Claim" means the assertion of any claim, or the commencement of any Action, in respect of which an
indemnity may be sought by a Buyer Indemnitee pursuant to Section l2(b).
"Tax Return" means any retum, declaration, report, claim for refund, information retum or statement or other
document relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.
"Transaction I)ocuments" means this Agreement and each other agreement, instrument, certificate or document
delivered pursuant hereto or thereto.
"Transaction Expenses" means all fees and expenses incurred by or on behalf of the District at or before the
Closing in connection with the preparation, negotiation and execution of Transaction Documents and the Closing,
including the fees and expenses of their Representatives, those required to transfer Permits and Water Rights, real
property recording fees, and transfer, documentary, sales, use, stamp, registration, value added and other such
Taxes and fees.
"Water System" means all potable water supply, treatment, storage and distribution systems owned by the
District, including the Water Assets.
"Wastewater System" means all wastewater collection, transmission, treatment, disposals and reuse systems
owned by the District, including the Wastewater Assets.
"'Water Right" means any right, entitlement or authorization to divert, appropriate, store or use surface water or
groundwater granted or recognized by a Governmental Authority, including, without limitation, all claims,
licenses, permits, certificates, decrees and pending permit and transfer applications.
ll of19 Exhibit 1
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2019.06.04
Schedule 2. Water Assets
(a) all Tangible Personal Properly relating to the Water Business;
(b) all Owned Real Property relating to the Water Business, including the following:
Beginning at the Northwest Corner of Section 28, Township I North, Range 38 East of the Boise
Meridian, Bonneville County, Idaho; running thence South 89o I I ' lO"East 2676.38 feet to the
North Quarter Corner of said Section 28; thence South 0025'3l"West 4664.76 feet to the True
Point of Beginning; running thence South 0o25'3l"West 130.00 feet'
thence South 89o34'29"East 100.00 feet;
thence North 0o25'3 1"East 70,00 feet;
thence South 89o34'29"East 325.00 feet;
thence North 0o25'31"East 30.00 feet;
thence North 89'34'29"West 400.00 feet;
thence North 39'22'49"West 39.05 feet to the True Point of Beginning.
Lot 1 in Block 2 of First Amended Plat of Holiday Hills Subdivision, Division No. l, according
to the official plat thereof, filed in Book H of Plats at Page(s) 30, records of Bonneville Counqr,
Idaho under recordeCs Instrument No. 461543.
Beginning at a point that is South 2o32'08"East along the East line extended 420.62 feet and
South 65'57'2l"East 449.00 feet from the Northeast Corner of Country Club Hills Subdivision,
Division No. 2, First Amended Plat (also known as First Amended Plat of Country Club Hills,
Division No. 2), County of Bonneville, State of ldaho, according to the recorded plat thereof; and
running thence South 73o44'4l"East 100.00 feet;
thence South 1 6o I 5' 1 9"West I 00.00 feet;
thence North 73o44'4l"West 100.00 feet;
thence North l6o l5' l9"East 100.00 feet to the point of beginning.
Together with the following described property:
Commencing at the Northeast corner of Lot 1, Block 7, Country Club Hills Subdivision, Division
No. 2, First Amended Plat (also known as First Amended Plat of Country Club Hills, Division
No. ?), Bonneville County, Idaho; running thence South 02o32'08" East along the East line of
said Lot
I extended 420.62 feet and South 65o57'2l"East 449.00 feet to the True Point of Beginning;
running thence South 16"15'19" West 87.06 feet to a point of curve having a radius of 200.00 feet
and a chord that bears North 044829'37" East 8l .54 feet;
thence Left along said curve 82. I 1 feet through a central angel of 23o37'24";
thence North 82"43'55" East 18.13 feet to the True Point of Beginning.
(c) Leased Real Property relating to the Water Business;
(d) Easements relating to the Water System, including the following:
Easement Interest as created by that certain Warranty Deed recorded March 5, 2015 as
Instrument No. 1492291 described as follows:
Beginning at a point that is South 2o32'08"East along the East line extended 420.62 feet and South
65"5J'2l"East 449.00 feet and South 73'44'41"East 100.00 feet from the Northeast Comer of Country
12 of l9 Exhibit 1
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Club Hills Subdivision, Division No.2, First Amended Plat to the County of Bonneville, State of ldaho,
according to the recorded plat thereof; running thence North 72"59'East 265.00 feet, this being the
centerline of a l6 foot wide utility easement and drainage easement.
(e) all Permits held by the District and required for the conduct of the Water Business as currently
conducted or for the ownership and use of the Water Assets;
(f) all right, entitlement or authorization to divert, appropriate, store or use surface water or groundwater
granted or recognized by a Governmental Authority, including, without limitation, all claims,
licenses, permits, certificates, decrees and pending permit and transfer applications ("Water Right")
held by the District and required for the conduct of the Water Business as currently conducted or for
the ownership and use of the Water Assets, including the following:
o Water Right No. 25-7090r water Right No. 25-14440r water Right No. 25-14287o Water Right No. 25-14301o Water Right No. 25-14304o Water Right No. 25-14313o Water Right No. 25-14383r water Right No. 25-14385o Water Right No. 25-14442
(g) all Contracts of the Water Business (the "Water Contracts"), including the following:
o Water and Sewer System Agreement between Country Club Hills Utilities, Inc. and the
District dated March 2,2015
r Assignment and Bill of Sale between Country Club Hills Utilities, Inc. and the District dated
March 2,2015
. Water/Wastewater Collection System Support Agreement between the District and Carl
Christensen, dated June 1,2017
(h) all rights to any Actions of any nature available to or being pursued by the District to the extent
related to the Water Business, the Water Assets or the Water Assumed Liabilities, whether arising by
way of counterclaim or otherwise;
(i) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of
set-off, rights of recoupment, deposits, charges, sums and fees (including any of those items relating
to the payment of Taxes);
O all of the District's rights under warranties, indemnities and all similar rights against third parties to
the extent related to any Water Assets;
(k) all insurance benefits, including rights and proceeds, arising from or relating to the Water Business,
the Water Assets or the Water Assumed Liabilities;
(l) all intellectual properfy assets of the Water Business;
(m) inventory, supplies, parts and other inventories of the Water Business;
(n) originals, or where not available, copies, of all books and records (other than the Excluded Assets) of
the District and the Water Business;
(o) cash and cash equivalents of$10,000;
l3 of l9 Exhibit 1
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2019.06.04
(p) all accounts receivable held by Sellers, and any security, claim, remedy or other right related to
accounts receivable; and
(q) all goodwill and the going concern value of the Water Business.
l4 of l9
Exhibit 1
J. Palfreyman, Falls Water Co., lnc.
2019.06.04
Schedule 3. Wastewater Assets
(a) all Tangible Personal Property relating to the Wastewater Business;
(b) all Owed Real Property relating to the Wastewater Business, including the following:
l7 in Block 2 of Country Club Hills, Division No. 1, according to the official plat thereof, filed in
Book C of Plats at Page(s) 29, records of Bonneville County, Idaho under recorder's Instrument
No.505164.
Lots 1 in Block 2 of Country Club Hills, Division No. l, according to the official plat thereof,
filed in Book C of Plats at Page(s) 29, records of Bonneville County, Idaho under recorder's
Instrument No. 505164.
(c) Leased Real Properfy relating to the Wastewater Business;
(d) All Permits held by the District and required for the conduct of the Wastewater Business as currently
conducted or for the ownership and use of the Wastewater Assets;
(e) all right, entitlement or authorization to divert, appropriate, store or use surface water or groundwater
granted or recognized by a Governmental Authority, including, without limitation, all claims,
licenses, permits, certificates, decrees and pending permit and transfer applications ("Water Right")
held by the District and required for the conduct of the Wastewater Business as currently conducted
or for the ownership and use of the Wastewater Assets.
(0 all Contracts of the Wastewater Business (the "\ilastewater Contracts"), including the following:
o Sewer Main Line Reimbursement Agreement between the District and Eastem Idaho
Regional Wastewater Authority, dated May 16,2019 ("EIRWWA Agreement")
(g) all rights to any Actions of any nature available to or being pursued by the District to the extent
related to the Wastewater Business, the Wastewater Assets or the Wastewater Assumed Liabilities,
whether arising by way of counterclaim or otherwise;
(h) all prepaid expenses, credits, advance payments, claims, security, refunds, rights of recovery, rights of
set-off, rights of recoupment, deposits, charges, sums and fees (including any of those items relating
to the payment of Taxes);
(i) all of the District's rights under warranties, indemnities and all similar rights against third parties to
the extent related to any Wastewater Assets;
0) all insurance benefits, including rights and proceeds, arising from or relating to the Wastewater
Business, the Wastewater Assets or the Wastewater Assumed Liabilities;
(k) all intellectual propefty assets of the Wastewater Business;
(l) inventory, supplies, parts and other inventories of the Wastewater Business;
(m) originals, or where not available, copies, of all books and records (other than the Excluded Assets) of
the District and the Wastewater Business;
(n) all accounts receivable held by Sellers, and any security, claim, remedy or other right related to
accounts receivable; and
(o) all goodwill and the going concern value of the Wastewater Business
l5 of 19 Exhibit 1
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Schedule 4 The District's Representations and Warranties
a. Authority. The District is an unincorporated nonprofit association in ldaho. The District has the
authority to operate the Business, own or use the Assets, and sign this Agreement and take the actions
contemplated by this Agreement. The District will continue to exist after the dissolution contemplated
by the Dissolution Petition for purposes of discharging the District's obligations and liabilities. The
Transaction Documents are enforceable against the District in accordance with their terms, except as
enforceability may be limited by applicable bankuptcy or similar Laws affecting creditors' rights or
by principles governing the availability of equitable remedies. The District does not have any
subsidiaries or an ownership interest in any other Person. The District is not engaged in business in
any jurisdiction other than Idaho. The District is a duly organized water and sewer district existing by
virtue of Ch apter 32 of Title 42 of the Idaho Code and is legally authorized by the State of ldaho to
sell and distribute water in or near Idaho Falls, Idaho. This authorization is not limited by time and is
not subject to any restrictions. The District is not regulated by the Commission.
b. Sufficiency of Assets. The District has good and valid title to, or a valid leasehold interest in, all
Assets. All Assets (including leasehold interests) are free and clear of Encumbrances, except for
Permitted Encumbrances. The Assets are all the assets used in connection with the operation of the
Business. The Assets are sufficient for the continued conduct of the Business after the Closing in
substantially the same manner as conducted before the Closing and constitute all of the rights,
property and assets necessary to conduct the Business as currently conducted. None ofthe Excluded
Assets are material to the Business. All fixed assets of the Business, Water Contracts, and Wastewater
Contracts are listed on Schedule 2 and Schedule 3.
c. Condition of Assets. The Tangible Personal Property are structurally sound, in good operating
condition and repair, and adequate for the uses to which they are being put, and none of that Tangible
Personal Property needs maintenance or repairs, except for ordinary, routine maintenance and repairs
that are not material in nature or cost.
d. Real Property. All Real Property is listed on Schedule 2 and Schedule 3. The District holds legally
enforceable Easements sufficient to own and operate the Water System and Wastewater System. The
District has not granted to any other Person any right to the possession, lease, occupancy or
enjoyment of any Real Property. Allbuildings, plants, and structures owned by the District lie wholly
within the boundaries of the Real Property (except for structures subject to valid Easements) and do
not encroach upon the property of, or otherwise conflict with the property rights of, any other Person.
No assessment for public improvements has been served upon the District with respect to any Real
Property that remains unpaid. To the District's Knowledge, no public improvements have been
ordered to be made to any Real Property that have not been completed, assessed and paid for.
No third party has a right to acquire any interest in the Owned Real Property or in the District's
interests in the Leased Real Property. To the District's Knowledge, there is no existing or proposed
plan to modiff or realigrr any street or highway or any existing or proposed eminent domain
proceeding that would result in the taking of all or any part of any parcel of Real Property or that
would prevent or hinder the continued use ofany parcel of Real Property as presently used by the
District.
e. Environmental Conditions. The drinking water supplied by the District to its customers is and has
been in compliance in all material respects with all applicable federal and state drinking water
standards and Laws, and the District has all rights necessary to extract and deliver water to its
customers under the Water Contracts and applicable Law and to transmit wastewater to EIRWWA
under the Wastewater Contracts and applicable Law. The District has no reason to believe that any of
those rights will be lost, revoked or compromised or will not be satisfied. There is no condition, event
or circumstance related to Environmental Laws or Environmental Permits that might prevent or
impede, after the Closing Date, the conduct of the Business as currently conducted or the ownership,
l6 of 19
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2019.06.04
lease, operation or use of the Assets. The District has not received any Environmental Notice or
written communication regarding any adverse change in the status or terms and conditions of the
Environmental Permits. None of the Business, Assets or real property currently or formerly owned,
operated or leased by the District is listed on, or has been proposed for listing on, the National
Priorities List (or CERCLIS) under CERCLA, or any similar state list. There has been no Release of
Hazardous Materials in contravention of any Environmental Law with respect to the Businesses,
Assets or any real properly owned, operated or leased at any time by the District. No the District has
received an Environmental Notice that any of the Business, Assets, or any real property owned,
operated or leased at any time by a the District (including soils, groundwater, surface water, buildings
and other structure located on any such real properly) has been contaminated with any Hazardous
Material which could reasonably be expected to result in an Environmental Claim against, or a
material violation of any Environmental Law or term of any Environmental Permit by, a the District.
There is no condition, event or circumstance concerning the Release or use of Hazardous Materials
that might, after the Closing Date, prevent or materially increase the costs associated with the current
conduct of the Business or the ownership, lease, operation, performance or use of the Assets. Except
as used by the District in the ordinary course of business and in compliance with Law, there is no
Hazardous Material present on or under the Facilities or Easements. None of the Facilities contains
any (i) above-ground or underground storage tanks used to store substances other than potable water
in connection with operation of the Water System or Wastewater System; or (ii) landfills, surface
impoundments, or disposal areas.
f. Water Rights. The Water Rights are listed on Schedule 2 and Schedule 3. The District has not
violated the terms or conditions of any Water Right, including by pumping or diverting in excess of
the instantaneous and annual quantities authorized under the Water Rights. No Water Right is subject
to abandonment, forfeiture or cancellation, in whole or in part. With respect to each Water Right, the
District has Easements for all sources of water, points of diversion or appropriation, diversion or
appropriation works and facilities, and distribution, storage and delivery facilities.
g. Permits. The District has all Permits necessary to lawfully own, operate and maintain the Water
System and the Wastewater System, to conduct the Business as currently conducted, and to own and
use the Assets. All of the Permits owned or held by the District or that relate to the Business are listed
in Schedule 2 and Schedule 3 and are valid and in full force and effect. The District has filed on a
timely basis with the appropriate Govemmental Authorities all applications required to have been
filed for the renewal or reissuance of the Permits necessary to permit the District to continue to
conduct its Business as currently conducted and all other filings required to have been made with
respect to the Permits.
h. Actions. There are no Actions pending nor, to the District's Knowledge, threatened in writing against
or (i) relating to or affecting the Assets or the Assumed Liabilities, including in the nature of or in lieu
of condemnation or eminent domain proceedings or (ii) that challenge or seek to prevent, enjoin or
otherwise delay the Transactions. No event has occurred, or circumstances exist that may give rise to,
or serve as a basis for, any such Action. There are no outstanding Orders and no unsatisfied
judgments, penalties or awards against or affecting the Business.
i. Compliance with Laws. The District has always complied, and is now complying, with all Laws
applicable to the conduct of the Business or the ownership and use of the Assets, including all
Permits. The District has made all filings required to be made by it since March 2,2015 under all
Laws, including for the renewal or reissuance of Permits. The District has received no notice, written
or oral, from any Person, including any Governmental Authority, regarding actual, alleged, or
potential violation of Law, Order, Permit, Easement, Contract, covenant, or the like by the District or
the Business. No event has occurred or circumstance exists that would result in a breach, termination
right, modification right, acceleration right, loss of any benefit or penalty under any Law, Permit,
Order, Contract, Easement, or other right. No event has occurred or circumstance exists that gives rise
l7 of l9 Exhibit 1
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to an obligation on the District to take, or bear the cost of, any remedial action. The District has not
been debarred, suspended or otherwise made ineligible from doing business with the United States
govemment or any government contractor.
j Assigned Contracts. The District has no Contracts other than the Water Contracts specifically named
in part (g) of Schedule 2 and the Wastewater Contracts specifically named in part (g) of Schedule 3.
Each Water Contract and Wastewater Contract is valid and binding on the District, enforceable in
accordance with its terms, and in full force and effect. Neither the District nor, to the District's
knowledge, any other party thereto is in breach of or default under (or is alleged to be in breach of or
default under), in any material respect, or has provided or received any notice ofany intention to
terminate, any Water Contract or Wastewater Contract.
k. Financial Statements; No Undisclosed Liabilities. The District delivered to Buyers audited
statement of net position as at September 30, 2018, 2A17, and 2016 and the related combined
statement of revenues, expenses and changes in fund net position, and statement of cash flows for the
years then ended and unaudited balance sheet as at March 31,2019 (together, the "Financial
Statements"). The Financial Statements have been prepared in accordance with U.S. Generally
Accepted Accounting Principles applied on a consistent basis throughout the period involved, subject,
in the case of the balance sheet as at March 31,2019, to normal and recurring year-end adjustments
(the effect of which willnot be materially adverse) and the absence of notes (that, if presented, would
not differ materially from those presented in the year-end Financial Statements). The Financial
Statements are based on the books and records of the District, and fairly present the financial
condition of the District in all material respects as of the respective dates they were prepared and the
results of the operations of the District for the periods indicated. The District has no Liabilities,
except (i) those which are adequately reflected or reserved against in the statement of net position as
at September 30, 2018 and (ii) those which have been incurred in the ordinary course of business
consistent in nature, scope, and magnitude with past practice since September 30, 2018 and that are
not, individually or in the aggregate, material in amount. The District has no "employee benefit plan"
as defined by Section 3(3) of Employee Retirement Income Security Act of 197 4, ar any other
employee severance, retirement, pension, or fringe benefit plan, agreement, practice, policy or
arrangement, sponsored, maintained, contributed to or required to be contributed to by the District for
the benefit of its directors, officers, employees or former employees and their dependents or
beneficiaries.
l. Absence of Changes. Since September 30,2018, there has not been any: (i) event, occurence or
development that has had, or could reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the Business; (ii) sale or lease of any assets of the Business; (iii) (A) action
to make, change or rescind any Tax election; (B) action to amend any Tax Return or take any new
position on any Tax Return; or (C) action, omission or entrance into any transaction that would have
the effect of increasing the Tax liability or reducing any Tax asset of Falls Water, Wastewater Buyer
or the District in respect of any Post-Closing Tax Period; or (iv) agreement to do any of the foregoing.
m. No Conflicts; Consents. Entering into this Agreement or taking actions contemplated by this
Agreement, including Closing, will not (i) conflict with or violate (or give any person a right to
challenge the Transaction, to exercise a remedy or obtain reliefl under any Law; (ii) require consent
by any other person, other than in connection with the transfer ofthe
EIRWWA Agreement; (iii) give rise to a breach, termination right,
modification right, acceleration right, loss of any benefit or penalty under any Permit, Order,
Contract, Easement, or other right; or (iv) result in the imposition or creation of a lien on any of the
Assets.
18of19 Exhibit 1
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Class Allocation
Class I: Cash and equivalents
Class II: Securities
Class III: Accounts Receivable
Class IV: Inventory
Class V: All Assets other than Class I, II, III, IV, VI, and VII
Class VI: Trademarks, domain name, licenses, Permits, property use
agreements, license agreements, and other Water Contracts
Class VII: Goodwill
7019.06.04
Schedule 5 Allocation Schedule
Water Purchase Price
Wastewater Purchase Priee
Exhibit'l
, Falls Water Co., lnc.
Class Allocation
Class I: Cash and equivalents
Class II: Securities
CIass III: Accounts Receivable
Class IV: Inventory
Class V: All Assets other than Class I, II, III, IV, VI, and VII
Class VI: Trademarks, domain name, licenses, Permits, property use
agreements, license agreements, and other Wastewater Contracts
Class VII: Goodwill
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