Purchase Documents Related to
Brooke, PSWID, and the ACC

The documents are broken out into the following categories:

Stipulation Documents [New 9/21/2009]
Motion for Sanctions
Motion to Vacate
Miscellaneous Motions
Condemnation/Offer Documents
Economists.com Cash Flow Analysis
Coe and Van Loo Documents
Financing Documents [Updated 10/7/2009]

Stipulation Documents

Condemnation Stipulation. The stipulation agreed to by the district
and Brooke that controls the handover of the water system for
$3,500,000.00. [New 9/21/2009]

Short-term Operations Agreement With Brooke. The 15 day
operations agreement to have Brooke help with the transfer of
operations. [New 9/21/2009]

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Motion for Sanctions

Brooke Motion to Court to Sanction PSWID for Failure
of Immediate Possession. This motion makes the claim that
PSWID knowingly entered into immediate possession without
financing. [New 6/8/2009]

PSWID Response to Motion for Sanctions. Note: There
were several hundred pages to this motion, the bulk of which
was a copy of the information provided by Brooke to PSWID.
Due to the size and cost for that information it has not been included.
[New 6/21/2009]

Brooke Reply to PSWID's Response. Makes the point that
PSWID has offered no proof that they had financing for immediate
posssession. [New 6/28/2009]

Brooke Response to PSWID Request to Consolidate Sanctions
and Vacating Immediate Possession. Brooke agrees to consolidate
the two items so they can be addressed at the same time. [New 7/08/2009]

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Motion to Vacate

PSWID Motion to Court to Vacate Immediate Possession. This
motion lists the problems that PSWID claims led them to not go through
with immediate possession. [New 6/8/2009]

Brooke Response to Motion to Vacate. [New 6/21/2009]

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Miscellaneous Motions

Brooke Motion for a Jury Trial. [New 7/08/2009]

PSWID Request for Alternative Dispute
Resolution.[New 7/08/2009]

Brooke Response to PSWID Request For Dispute
Resolution.[New 7/08/2009]

PSWID Request for Expedited Processing of
Condemnation.[New 7/08/2009]

Brooke Response to PSWID Request for Expidited
Processing of Condemnation. [New 7/08/2009]

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Condemnation/Offer Documents

Immediate Possession Stipulation Order, May 3, 2009.
This is the order defining the stipulation agreed to between
PSWID and Brooke. [New 5/23/2009]

Intervention Motion by Mr. Gary Rogers. This is the
motion filed describing the basis for the intervention,
Mr. Roger's ownership of the well, and the interaction
that he has had with PSWID. [New 5/23/2009]

Answer to the Condemnation Complaint by
Mr. Gary Rogers. This is the response addressing
the specifics of the condemnation complaint. [5/23/2009]

Intervention Request by Mr. Gary Rogers May 12, 2009.
This is the motion to the Court to consider intervention by
Mr. Rogers since he is owner of some of the property being
condemned. [New 5/18/2009]

Status Report on February 5, 2009 Purchase Negotiation
Meeting. File by Brooke with the ACC. States that the Feb 5th
meeting was unsuccessful and that Brooke has received no further
communication from the district.

Condemnation Motion Filed on November 12, 2008 by
PSWID. This document lays out what PSWID is trying to condemn.
These pages are the main part of the motion, There is another 200+
pages of property descriptions that are not included.

Letter From PSWID with $2.55 million offer. The letter lays
out the basis for the offered price, says that they may proceed with
condemnation and immediate possession. Offers to pay more if
litigation is avoided. Says that Mr. Hardcastle's statement of
$3,000,000 for the two companies that was made under oath
is Mr. Hardcastle's position on the value of the companies.

ACC Testimony of Mr. Hardcastle About Water Company
Value. Excerpts from the 9/27/2008 testimony by Mr. Hardcastle
at an ACC hearing. Mr. Hardcastle states that the $4.3 million price
in the 2003 valuation was a fair price. The $3 million is mentioned as
| that in the past someone had expressed interest and that was the
price discussed.

Proposal to Purchase Water Companies: This is the proposal that
was given to Brooke by the PSWID board. Note: There is a cut and
paste error in the document where "PS Water LLC" was placed in the
document instead of "District".

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Economists.com Cash Flow Analysis

Corrected Economists.com Cash Flow Analysis. This explains the errors
that are contained in the Economists.com cash flow and rate impact analysis.
Provided the corrections for those errors and the resulting impacts to rates
and water bills.

Discussion of Economists.com Rate Impact Report. This contains the
questions and responses about the issues with the draft Economists.com report
of the rate impacts. This addresses problems with the accounting of water
transfers, adjustments to revenues for taxes, representation of Strawberry
usage rates, and lack of user/usage information.

Economists.com Cash Flow Analysis. Projection of district's revenues
and rate impact.

Economists.com Cash-Flow Analysis Presentation. Presentation made by
Mr. Dan Jackson at the November 20th PSWID board meeting.

Rate Change Impacts. Table of the Pine and Strawberry rates from current
through 2012 based on the Economists.com report. Rate changes are highlighted
in yellow.

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Coe and Van Loo (CVL) Documents

CVL Report on Capital Improvements. Analysis prepared by Coe and
Van Loo on the cost of capital improvements.

CVL Report on Operational Budget. Analysis prepared by Coe and
Van Loo on the cost of expected operations expenses.

Presentation to 7/17/2008 PSWID Meeting. The slides used for the
presentation of the results of the CVL analysis. This is a large file so it may
take some time to load.

CVL Report on Capital Improvements and Operations Budget. Two main
tables from their report provided at the 8/21/2008 PSWID meeting.

CVL Letter of Valuation: This letter outlines CVL's results and provides a
recommendation as to a fair offer for the water companies.

CVL Proposal: This outlines the four phases that CVL proposes and the cost
for each phase.

PSWID Request for Qualifications: This is the document that PSWID
provided to potential bidders for the contract to value the water companies.

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Financing Documents

Purchase Financing Presentation September 29, 2009. Presentation describing
the fixed and variable rate loans and general usage of that money. [New 10/07/2009]

Compass Bank Financing Letter. This letter indicates that Compass Bank
is willing to extend financing, but the letter says that the amount and terms of
the loan are confidential.

December 11, 2008 Stone & Youngberg Letter on Needing Full 2007
ACC Report. S&Y state that they can't get financing because the 2007
ACC reports for PWCo and SWCo are not complete. Says they will need
another 60 to 90 days after that becomes available. At the December 16th
meeting, the ACC instructed Brooke to provide the complete reports.
Brooke did by the end of the week.

Financing Letter from Municipal Leasing Credit Corporation. This is the
letter that the PSWID board received indicating that MLCC would be willing to
fund the purchase. Letter outlines why the PSWID situation does not support
getting funding through normal sources such as bonds or banks. There are no
terms discussed in the letter.

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