Docket UW-970182        Page 2

Docket UW-970182        Page 2

BEFORE THE WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


In the Matter of the Application for Sale and Transfer of Water Systems from 
Arcadia Utilities, Inc., to Tall Timber Water Systems, LLC.  	)
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		DOCKET UW-970182
		     
		ORDER GRANTING APPLICATION
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On February 5,1997, Arcadia Utilities, Inc., filed a transfer of property 
application to sell and transfer its regulated operations to Tall Timbers Water 
Systems, LLC., pursuant to the provisions of chapter 80.12 RCW.  Arcadia 
Utilities serves approximately 200 customers Northeast of Shelton in Mason 
County.  The terms and conditions of the transfer are set forth in an agreement 
to sell/purchase said water company filed with the Commission on February 5, 
1997.

Tall Timber will adopt the current tariff of Arcadia Utilities, Inc.  The 
purchase price of all of the assets of Arcadia Utilities, Inc., water systems 
is four hundred thousand dollars ($400,000).

FINDINGS  

1. Arcadia Utilities, Inc., and Tall Timbers Water Systems, LLC., are public 
service companies subject to the jurisdiction of the Commission under the 
provisions of chapter 80.12 RCW. 

2. As to form, the application herein, meets the requirements of chapter 80.12 
RCW and to the rules and regulations of the Commission adopted pursuant 
thereto.  

3. It appears, upon investigation, that the application for sale and transfer 
is reasonable and consistent with the public interest and should therefore be 
approved.
O R D E R

1. Subject to the conditions of this order, Arcadia Utilities, Inc., is 
authorized to transfer water systems to Tall Timbers, LLC., pursuant to the 
application of  sale and transfer filed with the Commission on February 5, 
1997. 

2. No material change, revision, or amendment to the agreement shall become 
effective without the Commissions’s prior written approval.  

3. Tall timbers, LLC., will adopt the existing tariff of Arcadia Utilities, 
Inc. Tall Timbers, LLC., will file with the Commission, on or before the 
effective date of the application for sale and transfer, an Adoption of Tariff 
notice.  

4. Applicant shall file with the Commission, within 30 days of final transfer 
of the transferred water systems, for its prior written approval, the journal 
entries by which they propose to record on their books the sale and transfer 
authorized herein.

5. This order shall in no way affect the authority of this Commission over 
rates, service, or accounts, evaluations, estimates, or determinations of cost 
or any matters whatsoever that may come before it, including rates relating to 
the Docket agreement or payments of the elements which are subject of 
acquiescense in any estimate or determination of cost or any valuation of 
property claimed or asserted.

DATED at Olympia, Washington, and effective the 9th day of April, 1997.

WASHINGTON UTILITIES AND TRANSPORTATION COMMISSION


SHARON L. NELSON, Chairman 


RICHARD HEMSTEAD, Commissioner


WILLIAM R. GILLIS, Commissioner