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HomeMy WebLinkAboutGeneral Development Utilities Purchase 1993 CITY OF SEBASTIAN, FLORIDA/ GENERAL DEVELOPMENT UTILITIES, INC. WATER AND SEWER SYSTEM PURCHASE AND SALE AGREEMENT ~ H AGREEMENT is made and entered into this~/c~--~-day of · 1993, by and between the CITY OF SEBASTIAN, FLORIDA ("CITY"), and GENERAL DEVELOPMENT UTILITIES, INC., a corporation authorized to do business in the State of Florida ("UTILITY" RECITALS 1. UTILITY is the owner of a water production, storage, treatment, transmission, and distribution system, and a wastewater treatment, transmission, collection and effluent disposal system (hereinafter referred to collectively as the "Sebastian Water and Wastewater System" or the "System") known as the Sebastian Highlands Water and Sewer System located primarily within the boun- daries of the CITY OF SEBASTIAN, FLORIDA. 2. Pursuant to the governmental powers provided in Chapters 163, 166, and 180, Florida Statutes, and other applicable laws, CITY is authorized to preserve and enhance present advantages, encourage the most appropriate use of land, water and resources, consistent with public interest, facilitate the adequate and efficient provision of water and sewerage facilities, and conserve, develop, utilize, and protect natural resources within its jurisdiction. 3. UTILITY agrees to sell the System to CITY. 4. CITY has examined UTILITY's Water and Wastewater System Assets, has examined its existing financial structure, has examined the long-range needs and goals of CITY relative to the provision of water and wastewater service to its present and future citizens, and has determined that the execution of a purchase and sale agreement for the acquisition of the Water and Wastewater System Assets is in the public interest. 5. CITY desires to acquire the System upon the terms and conditions hereinafter set forth in this Agreement. ACCORDINGLY, in consideration of the above Recitals and bene- fits to be derived from the mutual observation of the covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties, the parties agree as follows: SECTION 1. RECITALS. The above Recitals are true a~d cor- rect, and form a material part of this Agreement. SECTION 2. PURCHASE AND SALE OF WATER AND WASTEWATER SYSTEM. UTILITY agrees to sell and CITY agrees to buy the complete System, consisting of all real, personal and mixed property used or held for use in connection with the System, hereinafter referred to as the "Purchased Assets" or the "Water and Wastewater System Assets" or the "System." The Purchased Assets shall not include any cash derived from monthly rates of UTILITY received by UTILITY, except as set forth in Sections 3 and 11 hereof. SECTION 3. PURCHASED ASSETS. On the Closing Date, as defined below, UTILITY shall sell, assign, transfer, convey and deliver to CITY, and CITY shall purchase, accept and pay for all of the right, title and interest, in and to the following property and assets: 3.1. Real Property. Ail real property (the "Property"), owned by UTILITY in fee simple, as described in Exhibit "3.1" attached hereto and made a part hereof, whereupon all water production, storage, treatment, transmission, and distribution facilities and wastewater treatment plant, wells, pumping stations, effluent disposal areas and all other water and wastewater service facilities are located. 3.2. Plant and Other FaCilities. Ail right, title and interest of UTILITY in and to the following assets owned by UTILITY: all water production, treatment plant, storage, treatment, transmission, distribution, pumping, and other water facilities, including, without limitation, water wells and fire hydrants, and all wastewater treatment plant, wastewater collection, transmission, pumping, and disposal facilities of every kind and description whatsoever including, without limitation, all trade fixtures, leasehold improvements, lift stations, pumps, generators, controls, collection and transmission pipes or facilities, valves, meters, service connections, and all other water and/or wastewater service connections, and all other water and wastewater physical facilities and property installations in use in connection with the operation of the System by UTILITY. 3.3. Machinery and Eauipment. Ail machinery, equipment vehicles, tools (other than non-motorized hand tools), laboratory equipment, office equipment and other personal property (other than inventory as described in Paragraph 3.13), owned by UTILITY located on the Property or utilized by UTILITY exclusively in the operation of the System, including, but not limited to, those items more particularly described in Exhibit "3.3" attached hereto and incorporated into this Agreement. 3.4. Other Riahts. Ail rights, privileges, easements, licenses, prescriptive rights, rights-of-ways, and rights to use public and private roads, highways, streets, and other areas owned by UTILITY for the construction, reconstruction, maintenance and operation of the System of UTILITY and the Purchased Assets 2 (collectively referred to as the "Easements"). The Easements are more particularly described in Exhibit "3.4" attached hereto and incorporated in this Agreement. CITY and UTILITY acknowledge and agree that, as additional consideration for UTILITY entering into this Agreement, CITY shall convey to UTILITY within five (5) days following the execution of this Agreement by both parties hereto, those certain Easements set forth and described in Exhibit "3.4" attached hereto and incorporated in this Agreement. Such conveyance shall be a conveyance by the CITY of all of its right, title and interest in those certain Easements, collectively referred to herein as the "CITY Easements". The CITY Easements shall be signed by authorized representatives of CITY and delivered to UTILITY in the form attached to this Agreement as Exhibit "3.4" and UTILITY shall be entitled to immediately record the CITY Easements, at its expense, in the Public Records of Indian River County, upon receipt thereof. Upon closing, UTILITY shall reconvey to CITY the CITY Easements; provided, however, UTILITY shall not be required to reconvey to CITY the CITY Easements if the transaction contemplated in this Agreement fails to close for any reason other than fault on the part of UTILITY. 3.5. Customer Records. UTILITY shall provide CITY with all records associated with its current customers of the System, including customer files containing information such as service applications and correspondence, and all billing information, and all information pertaining to billing of customers, including names, addresses, account numbers and payment history contained in the UTILITY's master files. 3.6. Business Records. Ail current business records of UTILITY as described in Exhibit "3.6" attached to this Agreement and incorporated by reference herein. UTILITY may make and retain copies of all records delivered to CITY pursuant to this Agreement, at its expense, before transferring the original or (if the original is not available, copies of the records) to CITY. CITY agrees that UTILITY may have reasonable access after closing to all records delivered pursuant to this Agreement. The provisions of this paragraph shall survive the closing. In addition, UTILITY shall deliver to CITY all as-built surveys, water and sewer design plants, plats, engineering and other drawings, designs, blue- prints, plans and specifications for the System to CITY. 3.7. Permits and Approvals. Subject to all necessary regulatory approvals and to all conditions, limitations or restrictions contained therein, and the transferability thereof, all permits and other governmental authorizations and approvals necessary to operate and maintain the System in accordance with all governmental requirements, as described in Exhibit "3.7" attached hereto and incorporated by reference herein. UTILITY shall, at its expense, be responsible for renewing any operating permits and any other permits essential to the operation of the System whfch may have expired or will expire prior to the transfer of the System to CITY. UTILITY shall also be responsible for correcting any deficiencies, at its expense (provided, however, that in no event shall UTILITY be required to bring suit or expend any sum in excess of $50,000, in the aggregate, to cure such deficiencies), which are specificaliy documented by any regulatory agency prior to the date on which the System is to be transferred to CITY. CITY agrees to sign all forms required by governmental agencies to transfer the permits and approvals from UTILITY to CITY. 3.8. Choses in Action. Ail choses in action pertaining to the System or the Purchased Assets, including, but not limited to, warranty claims, claims for damages, the right to sue for any past infringement, or other cause of action. 3.9. Customer Deposits. Cash to be paid by cashier's check or wire transfer in an amount which represents the customers' water and sewer service security deposits and accrued interest held by UTILITY. UTILITY shall provide CITY with a detailed written description of each customer deposit and any interest accrued thereon, including the name of the customer, the account number for the customer, the date on which the deposit was received by UTILITY from the customer, the amount of interest accrued on each deposit, the amount of any additional deposits received from the customer and the date such deposit was received. In the event UTILITY provides any inaccurate or erroneous information concerning the customer deposits to CITY, UTILITY shall defend, indemnify and hold CITY harmless from any claims, actions, expenses or damages, including costs and reasonable attorneys' fees at trial and/or appeal, to which CITY may be exposed in the future as a result of UTILITY providing such inaccurate or erroneous information to CITY. In consideration for the transfer by UTILITY of these customers' deposits to CITY, CITY agrees to continue to provide utility services to those customer for which a deposit is held and, to the extent consistent with S768.28, Florida Statutes, to indemnify and hold UTILITY harmless for any claims, actions, expenses or damages, including costs and reasonable attorneys' fees at trial and/or appeal, to which UTILITY may be exposed in the future as a result of the transfer of such customer deposits to CITY. This provision shall survive closing. 3.10. Unbilled Revenue. Unless otherwise agreed by UTILITY and CITY, there shall be no unbilled Revenues paid by CITY because UTILITY shall bill each customer through the Closing Date. 3.11. Contracts and Aareements. UTILITY agrees to assign to CITY, and CITY agrees to assume, all of UTILITY's right, title and interest in and to those certain contracts and agreements listed in Exhibit "3.11" attached to and incorporated in this Agreement. CITY shall not be obligated to assume any contracts and agreements except only those listed in Exhibit "3.11". 3.12. Computer Software. Subject to all applicable licensing agreements and to all applicable copyright laws, non- proprietary computer software which is used or was used, in the course of the day to day operations of UTILITY for the System, including, without limitation, billing programs and accounting programs, except any computer software that CITY does not desire to receive or to sub-license. Any license assignment fees payable to the licensor with respect to any computer software that CITY expressly elects to receive assignment for, shall be paid by CITY. 3.13. Inventory. Ail right, title and interest of UTILITY in and to all inventory specifically described in Exhibit "3.13" attached hereto and made a part of this Agreement. For purposes of this Agreement, the term "inventory" shall include items such as hand tools, parts, chemicals, operating supplies, pipes, nuts, bolts, fittings, screws, meters and meter boxes. Exhibit "3.13" is separated into two parts, Part A and Part B for purposes of Paragraph 11.1(7) of this Agreement. CITY, at its expense, shall conduct a physical inventory of all items of inventory as soon as practical after the signing of this Agreement by the parties hereto. UTILITY shall cooperate and make available to CITY and its representatives all items of inventory in order to facilitate the conducting of the physical inventory by CITY. SECTION 4. ADDITIONAL RESPONSIBILITIES OF UTILITY. UTILITY shall provide CITY with up to eighty (80) person hours of general support services for a period commencing upon the signing of this Agreement by the parties hereto and ending on the date that is sixty (60) days after the Closing Date, on an as-needed basis. If all time is not utilized by CITY within such period, no future obligation with respect thereto shall exist on behalf of UTILITY. In addition, UTILITY agrees to assist CITY in aid of transition following the closing by providing, at the request of CITY, assistance in billing services and transfer of files at no expense to CITY, other than any out-of-pocket costs. CITY shall, in making requests pursuant to this Section 4, avoid any unnecessary disruption of the normal business operations of UTILITY. The provisions of this Section shall survive the closing. SECTION 5. PURCHASE PRICE AND PAYMENT. CITY agrees to pay to UTILITY on the Closing Date, and UTILITY agrees to accept as the complete and full Purchase Price for the System, a total Purchase Price in the amount of THREE MILLION SIX HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($3,650,000), subject to any adjustments provided hereinafter. Said Purchase Price shall be paid at Closing in federal or other immediately available funds by wire transfer to a bank and bank account designated by UTILITY. Prior to Closing UTILITY shall deliver wiring instructions to CITY. SECTION 6. STATUS OF TITLE. Within twenty (20) days following the signing of this Agreement by UTILITY and CITY, UTILITY shall deliver to CITY's attorney an updated title commitment (the "Commitment") for an Owner's Title Insurance Policy issued by First American Title Insurance Company in favor of CITY 5 insuring the fee simple title to the Property listed in ~xhibit "3.1". UTILITY shall provide CITY with an Owner's Title Insurance Policy which is an Owner,s ALTA Form B Marketability Policy in favor of CITY in the amount of THREE MILLION SIX HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS ($3,650,000). UTILITY shall bear the cost of the title insurance policy, including all costs associated with procuring the Commitment. 6.1. Exceptions to Title. The Commitment shall show UTILITY to be vested with fee simple title to the Property shown on Exhibit "3.1" subject to the following (the "Permitted Exceptions"): (1) Ad valorem real estate taxes and assessments for the year 1993 and subsequent years; (2) Restrictions set out in the recorded plats of subdivisions covered by the System; (3) Easements for utilities and drainage set out in such recorded plats of subdivisions; provided, however, that none of the restrictions or easements set out in such recorded plats of subdivisions shall prevent, hinder or restrict the present use of the Property; (4) Restrictions of record (except liens, encum- brances, or mortgages) that do not impair, restrict, or inhibit the present use of or improvement to the property as permitted by applicable zoning and land use regulations presently in effect and that are not coupled with a forfeiture or reversionary provision; (5) Ail laws, ordinances, and governmental regula- tions, including, but not limited to, all applicable building, zoning, land use and environmental ordinances, regulations, restrictions, prohibitions and other requirements, none of which will prevent or hinder the present use of the Property; and (6) Ail matters which would be disclosed by an accurate survey of the Property, unless a survey is provided to UTILITY in a form acceptable to the title insurer in accordance with recognized standards for surveys in connection with the issuance of an Owner's Title Insurance Policy. 6.2. Status of Title. If the status of title shown on said Title Insurance Commitment does not reflect the status of title as herein set out, then, in that event, upon written noti- fication thereof to UTILITY which notice shall be given by CITY within twenty (20) days after receipt of said commitment, UTILITY agrees to use all due diligence to perfect title and shall have a period of twenty (20) days from notification of such defects within which to do so. If CITY shall fail to notify UTILITY within the aforesaid twenty (20) days, CITY shall, for the purposes of this Agreement, be deemed to have accepted the status of title as set forth in the Commitment. In the event that defects are specified and UTILITY, after exercising'all due diligence, cannot clear same within the time provided in the preceding sentence, then, in that event, CITY shall have the right to purchase the Property in its then existing condition of title, or to rescind and terminate this Agreement without liability by any party to the other(s). Although UTILITY shall use its reasonable efforts to cause any defects to be cured prior to the Closing Date, in no event shall UTILITY be required to bring suit or to expend any sum in excess of $50,000 in the aggregate to cure title defects, exclusive of mortgages against the Property which are in a liquidated amount or which UTILITY has the obligation to discharge on or before the Closing Date under the terms of this Agreement. Notice of such election shall be given by CITY to UTILITY, in writing, by either registered or certified mail, within the time herein prescribed. SECTION 7. SURVEY. CITY shall have the option, at its ex- pense, to prepare and provide a current survey of all the Property set out in Exhibit "3.1" prepared by a Florida licensed surveyor in accordance with applicable law, which survey will be prepared in accordance with, and certified to UTILITY, CITY, UTILITY's and CITY's attorneys and the title insurer in accordance with the minimum detail standards adopted by the Florida Society of Professional Land Surveyors. Any defect reflected on such survey including, but not limited to, encroachments of improvements across a boundary line or onto a utility strip, evidence of overlaps along a property line, violation of restrictions, set back lines, possession inconsistent with the Property boundaries or any other such defect, shall be treated as a title defect under Subsection 6.2. above. CITY shall have twenty (20) days after receipt of said survey to furnish notice to UTILITY of any title defect shown on the survey which does not conform to the status of title described in Section 6 of this Agreement. If CITY shall fail to notify UTILITY within the aforesaid twenty (20) days, CITY shall be deemed to have accepted the status of title shown on the survey. SECTION 8. REPRESENTATIONS AND WARRANTIES OF UTILITY. To induce CITY to enter into this Agreement, UTILITY represents and warrants that, as of the Closing Date: 8.1. Orqanization, Standing And Power. UTILITY is a corporation, duly organized, validly existing, and in good standing under the laws of the state of its formation, and is authorized to do business in the State of Florida. UTILITY has all requisite power and authority to own and lease its properties and the Water and Wastewater System Assets, and to conduct its business as it is currently being conducted. 8.2. Authority for Aareement. UTILITY has the power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. This Agreement has been auly authorized by all action required to be taken by UTILITY has been duly executed and delivered by UTILITY and constitutes a valid and legally binding obligation of UTILITY, enforceable in accordance with its terms. 7 8.3. Good and Marketable Title. Subject to th~ Per- mitted Exceptions, UTILITY has good and marketable title to the Purchased Assets. Notwithstanding anything contained herein to the contrary, the Property shown on Exhibit "3.4" as easement parcels are not subject to the fee simple ownership requirements as set forth in Subsection 6 hereof. UTILITY shall transfer, convey and assign to CITY at Closing an enforceable easement interest for each of the easement parcels shown on Exhibit "3.4" so that the present use of the easement parcels may be continued by CITY for the operation of the System. The easement interests shown on Exhibits "3.4" conveyed to CITY shall not be subordinate to any superior interests which could result in CITY losing the right to use the easement parcel for utility purposes. Any such superior interests shall be deemed a title.defect under Subsection 6.2 hereof and shall be cured by UTILITY as set forth in that Subsection. At Closing, UTILITY shall assign to CITY all of its easement interests in the Property regardless of whether such easement is listed on Exhibit "3.4". 8.4. No Liens or Encumbrances. Except as otherwise specifically set forth herein or as may be released prior to the Closing Date, there are no liens, claims or encumbrances of any type or nature upon or against the Purchased Assets including, but not limited to, financing statements or security instruments filed under the Uniform Commercial Code either in the County where the land is located or with the Florida Secretary of State. 8.5. Litiqation. There are no actions, suits, or proceedings at law or in equity, pending against UTILITY before any federal, state, municipal or other court, administrative or governmental agency or instrumentality, domestic or foreign, which affect the System or any of the Purchased Assets or UTILITY's right and ability to make and perform this Agreement; nor is UTILITY aware of any facts which to its knowledge are likely to result in any such action, suit or proceeding. The UTILITY is not in default with respect to any order or decree of any court or of any administrative or governmental agency or instrumentality affecting the System or any of the Purchased Assets. UTILITY agrees and warrants that it shall have a continuing duty to disclose up to and including the Closing Date the existence and nature of all pending judicial or administrative suits, actions, proceedings, and orders which in any way relate to the operation of the System. Any such matters now known to UTILITY shall be initially disclosed within ten (10) days following execution of this Agreement, and UTILITY agrees to notify CITY of any new actions, suits or proceedings within ten (10) days after UTILITY receives notice thereof. 8.6. New AGreements. UTILITY shall not enter into any extension, developers' agreement, agreement concerning the opera- tion of the Water and Wastewater System, agreement concerning water and/or wastewater service capacity, or cause any agreement to be modified after the date of execution of this Agreement without the prior written approval of CITY, which approval shall not be 8 unreasonably withheld. Notwithstanding anything to the contrary set forth in this paragraph 8.6, UTILITY need not obtain CITY's approval to enter into service agreements with individuals that do not commit in excess of five (5) equivalent residential connections of water or wastewater service capacity. 8.7. A~reements for Construction. with respect to any outstanding agreements for construction under which UTILITY has previously received cash deposits or cash contributions in exchange for UTILIT¥'s willingness to authorize the planning, permitting, construction, installation or extension of the water and/or wastewater system located in Sebastian, UTILITY has fully discharged all obligations on its part for such planning, permitting, construction, installation or extension, and UTILITY has no further obligations, liabilities or expenses for the future planning, permitting, construction, installation or extension of said system under said agreements. 8.8. Leases. Except as may be listed in Exhibit "3.11" hereof, none of the Purchased Assets are subject to any interest of any lessor or lessee and will not be so subject as of the Closing Date. 8.9. No Contracts in Default. UTILITY is not aware of any defaults of any parties to any agreements set forth or listed in any of the Exhibits annexed to this Agreement. 8.10. No Governmental Violations. UTILITY is not aware and has not been notified of the existence of any violations of any governmental rules, regulations, permitting conditions or other governmental requirements applicable to the ownership, maintenance or operation of the System. 8.11. No Record Violations. The use of the System on the property set out in Exhibits "3.1" and "3.4" is consistent with and does not violate any restrictions or conditions of record. 8.12. Absence of Chanqes. After the date of execution of this Agreement, UTILITY shall not: (1) undergo any change in its condition of properties, assets, liabilities, business or operations other than changes in the ordinary course of business which have not been, either in any case or in the aggregate, materially adverse to the operation of the System; (2) acquire or dispose of any of the System's assets or properties of material value (having a value in excess of $2,000), except in the ordinary course of business or with the consent of CITY, which shall not be unreasonably withheld; (3) subject to available administrative remedies pursuant to Chapter 120, Florida Statutes, or any administrative or judicial procedures or proceedings applicable to particular 9 permits, or intentionally fail to comply with all of the System permit requirements; (4) fail to seek or obtain any permit extensions or renewals reasonably necessary to insure that all permits related to the System are valid, extended, or in the process of being extended, as of the Closing Date. 8.13. Disclosure. No representation or warranty made by UTILITY, to the best of UTILITY's knowledge, in this Agreement contains or will contain any untrue statement of material facts or omits or will omit to state any material fact required to make the statements herein contained not misleading. .8.14. Survival of Covenants. UTILITY agrees that its representations and warranties set forth herein are true and correct as of the date of the execution hereof, shall be true and correct at the time of Closing, and shall survive the Closing for a period of two (2) years. 8.15. FIRPTA. UTILITY is not a "foreign person" within the meaning of the United States tax laws and to which reference is made in Section 1445(b) (2) of the Internal Revenue Code of 1986, as amended. On the Closing Date, UTILITY shall deliver to CITY a certificate to such effect. SECTION 9. CONDUCT PENDING CLOSING. UTILITY covenants that pending the closing: 9.1. Business Conduct. Except as otherwise consented to in writing by CITY, which shall not be unreasonably withheld, for the period beginning on the date of execution of this Agreement and ending on the Closing Date, UTILITY shall: (1) operate the System in, and only in, the usual, regular and ordinary course and nevertheless comply with and uphold all applicable governmental requirements and laws; (2) maintain all of the System's material structures, equipment and other tangible personal property in good repair, order and condition, except for depletion, depreciation, ordinary wear and tear and damage by unavoidable casualty; (3) keep in full force and effect insurance com- parable in amount and scope of coverage to insurance now carried by it for the System; (4) perform in all material respects all of its obligations under agreements, contracts and instruments relating to or affecting the System's properties, assets and operation; (5) maintain its books of account and records as to the System in the usual, regular and ordinary manner; 10 (6) subject to available administrative r~medies pursuant to Chapter 120, Florida Statutes, or any administrative or judicial proceeding or proceeding applicable to particular permits, comply in all material respects with all statutes, laws, ordinances, rules and regulations applicable to it and to the operation of the System; (7) promptly advise CITY, in writing, of any material adverse change in the operation of System; and (8) not enter into any transaction, including, without limitation, the purchase, sale or exchange of property, the value of which exceeds $2,000, which relates to the System except in furtherance of this Agreement with the UTILITY, or the rendering of any service to UTILITY, except in the ordinary course of and pursuant to the reasonable requirements of the business of UTILITY. 9.2. Risk of Loss. UTILITY shall bear the risk of loss, damage or destruction of the Purchased Assets by fire or other casualty prior to Closing Date. If any material portion of the Purchased Assets is damaged by fire, "Act of God" or other casualty prior to the Closing Date, CITY shall have the option of (1) closing and accepting the Purchased Assets "as is", without reduction of the Purchase Price, together withUTILITY's assignment to CITY of all rights under UTILITY's insurance policies and all of the insurance proceeds, if any, relating thereto, but without any further claim by CITY against UTILITY; or (2) cancelling this Agreement in which event the parties shall be released from all further obligations to each other. If any immaterial portion of the Purchased Assets is so damaged, UTILITY shall either (1) repair or replace same, or (2) assign UTILITY's insurance proceeds covering same to CITY at closing (or if there are no adequate proceeds available, UTILITY shall credit CITY at closing for the reasonable uninsured value of the damaged property). 9.3. No Encumbrances. Except as otherwise permitted in this Agreement, from and after the date of the execution of this Agreement, UTILITY shall not, without the prior written consent of CITY, which shall not be unreasonably withheld, dispose of or encumber any of the Purchased Assets. 9.4 Access to Records. At all times, UTILITY will coop- erate by opening records and by providing access, upon prior notice, to records and facilities to CITY and CITY's representatives to assist in acquainting CITY'S operating and administrative personnel in the operation of the System; provided that no such inspection shall materially interfere with the operation of the System. 9.5. Performance of Closinq Conditions. UTILITY shall perform all of the conditions to closing which should be performed by UTILITY prior to closing as provided herein. 11 9.6. Insurance. Prior to closing, UTILITY shall maintain existing fire and extended coverage insurance to cover the cost of any repairs to the Purchased Assets that may be necessitated by casualty damage. CITY shall not be obligated to assume or continue to maintain any policy of insurance that was originally obtained by UTILITY after the Closing Date. 9.7. Examination and Inspection. UTILITY will permit examination by CITY'S authorized representatives of all existing contractual obligations, physical systems, assets, real estate, rights-of-way, easements and inventories utilized by UTILITY in connection with the System. Such facilities will be properly maintained by UTILITY within the custom and usage of the industry up until the Closing Date and shall not otherwise utilize any items of inventory other than for the operation of the System for the period ending on the Closing Date. SECTION 10. REPRESENTATIONS AND WARRANTIES OF CITY. To induce UTILITY to enter into this Agreement, CITY represents and warrants as follows: 10.1. Orqanization, Standinq and Power of CITY. CITY is a municipal corporation duly organized and validly existing under the laws of the State of Florida and has all requisite municipal power and authority to enter into this Agreement, and to carry out and perform the terms and provisions of this Agreement. 10.2. Authority for Aqreement. CITY has the authority and power to execute and deliver this Agreement and to carry out its obligations hereunder. This Agreement has been duly authorized by all municipal action required to be taken by CITY, including holding all required public hearings, has been duly executed and delivered by CITY, and constitutes a valid and legally binding obligation of CITY, enforceable in accordance with its terms. 10.3. Disclosure. No representation or warranty made by CITY, to the best of CITY's knowledge, in this Agreement contains or will contain any untrue statement of material facts or omits or will omit to state any material fact required to make the statements herein contained not misleading. 10.4. Service. Upon closing the transaction contemplated in this Agreement, CITY shall, to the extent allowable by law, continue to provide existing: (i) water and sewer service to the UTILITY's customers consistent with or superior to the services currently being provided by UTILITY to its customers; and (ii) water and wastewater service to Atlantic Gulf Communities Corporation, its successors and/or assigns ("Atlantic Gulf"), and properties owned by Atlantic Gulf, in a uniform and non- discriminatory manner with other property and property owners served by CITY. 12 10.5. Performance of Closing Conditions. CIT~ shall perform all of the conditions to closing which should be performed by CITY prior to the Closing Date as provided herein. 10.6. Survival of Covenants. CITY agrees that its representation and warranties set forth herein are true and correct as of the date of the execution hereof, shall be true and correct at the time of the Closing Date, but shall only survive for two (2) years following the Closing Date. SECTION 11. ADJUSTMENTS AND PRORATIONS. 11.1. Adjustments. At the time of closing, the parties covenant and agree that the following adjustments to the Purchase ~Price shall be made: (1) Real and personal property taxes on all real and personal property which is being conveyed by UTILITY to CITY, shall be prorated as of the Closing Date based on the most current tax bills available, with the understanding that if tax bills for the current year are not available, CITY will assume responsibility for all taxes for the current year but will be entitled to a reproration when available. (2) Ail rates, fees and charges for water and sewer service shall be prorated and adjusted between the parties as of 11:59 p.m. of the Closing Date. No later than twenty (20) days after the closing, CITY shall reimburse and credit UTILITY for ninety-five percent (95%) of all accounts receivable zero (0) to sixty (60) days old as of the Closing Date. UTILITY shall retain all accounts receivable which are delinquent for more than sixty (60) days (entitling UTILITY to the proceeds thereof if and when paid). CITY shall promptly turn over to UTILITY any such delinquent receivables that may be subsequently paid to CITY and shall use reasonable efforts to assist UTILITY in the collection of same, including, without limitation, discontinuing service to nonpaying customers. CITY agrees to pay UTILITY for ninety-five percent (95%) of all unbilled revenue, which shall be prorated as of the Closing Date and paid by CITY to UTILITY within thirty (30) days of billing. All rates, fees, and charges for water and sewer service after the Closing Date shall be the property of CITY. (3) CITY shall reimburse and credit UTILITY for the cost of all additional capital improvements made to the System by or on behalf of UTILITY prior to the Closing Date provided CITY has consented to said improvements. (4) UTILITY shall request all of its suppliers and vendors to submit final invoices for services, materials, and supplies, including electricity for the period up to and including the Closing Date. UTILITY shall be responsible for, and shall provide to CITY, upon request, evidence of the payment of all such invoices. 13 (5) For all those customers who are connected to and receiving service (water, wastewater, or water and wastewater) from UTILITY on the Closing Date and have paid connection, plant capacity, main extension, and/or capital charges ("Connection Charges") to UTILITY, the Connection Charges previously paid that specifically apply to the service being received (water, wastewater, or water and wastewater) shall be retained by UTILITY. For all those customers who, on the Closing Date, are not connected to and receiving service from UTILITY and have paid Connection Charges to UTILITY, and to whom UTILITY has extended completely all pipelines necessary to provide service, UTILITY may retain main extension charges previously paid that specifically apply to the pipelines extended (water main extension charges for water pipelines, wastewater main extension charges for wastewater pipelines), and UTILITY shall pay to CITY and CITY shall receive from UTILITY all other Connection Charges (including impact fees) paid by such customers. All other Connection Charges received prior to the Closing Date by UTILITY from customers of the System who have not connected to the System, shall be deemed the property of CITY, and shall be paid to CITY. Except as otherwise provided in this Agreement, CITY will not accept or recognize any obligations regarding prepaid or discounted unconnected customers. Nothing contained in this Agreement shall be construed to require CITY to exercise the police power in the allocation of water and/or wastewater service capacity (hereby deemed to be a governmental function) other than in accordance with CITY's current or future service allocation or extension rules. CITY agrees, to the extent consistent with §768.28, Florida Statutes, to indemnify and hold UTILITY harmless for any claims, actions, expenses or damages, including costs and reasonable attorneys' fees at trial and/or appeal to which UTILITY may be exposed in the future as a result of any transfer of the Connection Charges by UTILITY to CITY. (6) The date of closing shall, for purposes of adjustments and prorations, be deemed to be a seller ownership day. (7) At closing, UTILITY shall receive a credit in an amount equal to UTILITY's actual cost of certain inventory listed in Exhibit 3.13, Part B, to this Agreement. A final inventory of the foregoing shall be taken not earlier than five (5) days or later than the day prior to Closing by representatives of the parties to prepare the final list of such inventory. 11.2. Payment of Fees and Taxes. UTILITY shall pay CITY all franchise fees and utility taxes due through the Closing Date. SECTION 12. CLOSING EXPENSES. The cost of recording any releases, satisfactions, or corrective instruments, along with the documentary stamps and surtax, if any, on the Deed shall be paid by UTILITY. The cost of recording the Deed shall be paid by CITY. Certified, confirmed and ratified special assessments or municipal liens as of the Closing Date shall be paid by UTILITY. Notwithstanding the foregoing, to the extent any of the foregoing certified, confirmed or ratified liens are payable in installments, 14 CITY shall take title subject to such liens and assume the balance of such installment payments, subject to appropriate prorations. SECTION 13. ENVIRONMENTAL MATTERS. 13.1. UTILITY warrants that the Property described in Exhibit "3.1" and the Purchased Assets are in a clean and healthful condition, free of environmental contamination or potentially harmful physical conditions, other than such contaminants or harmful conditions permitted by law. No hazardous substance has been improperly stored upon, disposed of, spilled or otherwise released to the environment on or in the Property or Easements by UTILITY or, to the best of the knowledge of UTILITY after due inquiry, by any other party. For purposes of this Agreement .the definition of the term-"hazardous substance" shall be that set out in Section 101(4) of the Federal Comprehensive Environmental Response, Compensation and Liability Act, except that for purposes of this Agreement, the term shall also include (1) petroleum (crude oil) and natural gas (whether existing as a gas or a liquid); and (2) any substance defined as hazardous or toxic by any state or local regulatory agency having jurisdiction over the operations of UTILITY. 13.2. The operation by UTILITY of its utility business complies in all material respects with all applicable federal, state and local environmental and occupational health and safety statutes and regulations. 13.3. UTILITY warrants that any tanks (whether above or below) on or at the Property or Easements installed or used by UTILITY are in sound conditions, free of corrosion or leaks which could permit any release of stored material. 13.4. None of the Property has been used by UTILITY or by any other party for the processing, storing, or otherwise utilizing asbestos, polychlorinated byphenyls ("PCB's"), or radioactive substances. UTILITY has received no notice that any of the foregoing materials are present on or at any Property or Easements. 13.5. Ail hazardous waste resulting from the operations of UTILITY on or at the Property or Easements have been disposed of in an environmentally sound manner. None of those wastes have been disposed of in any site where there has been, is, or, due to the manner of disposition by UTILITY, will be released into the environment requiring corrective action, nor has UTILITY received notice from any state or federal environmental agency of its possible involvement with any disposal site under investigation by such agency. SECTION 14. INDEMNITY. 14.1. UTILITY shall, and hereby agrees to defend, indemnify and hold harmless, CITY at all times from and after the 15 Closing Date against and in respect to any damages, as hereinafter defined, from claims of any person or entity not a party to this Agreement which arise out of facts or circumstances occurring on or prior to the time of the Closing. CITY shall notify UTILITY of any such claims within thirty (30) days of its receipt of notice thereof. Damages, as used herein, shall include any obligations, losses, costs, expenses, injunctions, suits, fines, liabilities, penalties, and damages, including reasonable attorneys, fees at trial and all appellate levels, whatsoever that CITY incurs as a result of judgment or order rendered by a Court or agency of competent jurisdiction, that arise from, (1) any materially inac- curate representation made by UTILITY in or under this Agreement; (2) breach of any of the warranties made by UTILITY in or under this Agreement; (3~) breach or default in the performance by UTILITY of any of the covenants, conditions, commitments, agreements, duties or obligations to be performed by it hereunder; (4) any debts, liabilities or obligations of UTILITY, whether accrued, absolute, contingent or otherwise, due or to become due, except those obligations specifically assumed by CITY pursuant to this Agreement; (5) the breach by UTILITY or the failure of any act or action to occur that is the subject of any duty, obligation, covenant, condition, commitment, agreement, representation or warranty undertaken or made by or on behalf of UTILITY pursuant to this Agreement; and (6) the ownership and operation of the Water and Wastewater Utility System or the Water and Wastewater System Assets by UTILITY prior to the Closing Date. UTILITY agrees to defend, indemnify and hold CITY harmless from and pay any costs, fees, penalties, or fines that are imposed by a court or agency of competent jurisdiction, upon CITY or UTILITY, by reason of UTILITY's failure to fully comply with any EPA, FDEP, or Water Management District order, rule, or statute, which may arise before, during, or after the Closing out of facts or circumstances occurring on or prior to the Closing Date. 14.2. CITY shall, and hereby agrees to defend, indemnify and hold harmless, UTILITY at all times from and after the Closing Date against and in respect to any damages, as hereinafter defined, from claims of any person or entity not a party to this Agreement which arise out of facts or circumstances occurring on or after the time of the Closing. UTILITY shall notify CITY of any such claims within thirty (30) days of its receipt of notice thereof. Damages, as used herein, shall include any obligations, losses, costs, expenses, injunctions, suits, fines, liabilities, penalties, and damages, including reasonable attorneys' fees at trial and all appellate levels, whatsoever that UTILITY incurs as a result of judgment or order rendered by a Court or agency of competent jurisdiction, that arise from, (1) any materially inaccurate representation made by CITY in or under this Agreement; (2) breach of any of the warranties made by CITY in or under this Agreement; (3) breach or default in the performance by CITY of any of the covenants, conditions, commitments, agreements, duties or obligations to be performed by it hereunder; (4) any debts, liabilities or obligations of CITY, whether accrued, absolute, contingent or otherwise, due or to become due, except those 16 obligations which were not assumed by CITY pursuant to this Agreement; (5) the breach by CITY or the failure of any act or action to occur that is the subject of any duty, obligation, covenant, condition, commitment, agreement, representation or warranty undertaken or made by or on behalf of CITY pursuant to this Agreement; and (6) the ownership and operation of the Water and Wastewater Utility System or the Water and Wastewater System Assets by CITY after the Closing Date. CITY agrees to defend, indemnify and hold UTILITY harmless from'and pay any costs, fees, penalties, or fines that are imposed by a court or agency of competent jurisdiction, upon UTILITY or CITY by reason of CITY's failure to fully comply with any EPA, FDEP, or Water Management District order, rule, or statute, which may arise after the Closing out of facts or circumstances occurring after the Closing Date. SECTION 15. COVENANT NOT TO ENGAGE COMPETING IN UTILITY BUSINESS. UTILITY agrees that it shall not engage (the words "shall not" being used in a mandatory definition) in the business of providing water or wastewater service to any land located within CITY including any land annexed into CITY, for the next ten years. This provision will only become effective upon Closing. SECTION 16. CITY'S INVESTIGATION. CITY has previously reviewed and considered the nature of this transaction and has, or will have, on or before the Closing Date, acted in due diligence to investigate the System and all aspects of this transaction. Except only as to those matters which UTILITY has provided for the representations or warranties in this Agreement, in electing to proceed with this transaction, CITY shall have determined as of the Closing Date that the System is satisfactory to CITY in all respects and is purchasing the System in "as is" condition. CITY has and will rely solely on CITY's own independent investigations and inspections, except to the extent of any representations or warranties made by UTILITY in this Agreement. CITY further acknowledges and agrees that, except for the specific representations made by UTILITY in this Agreement, UTILITY has made no other representations, is not willing to make any representations and has not held out any inducements to CITY other than those specifically set forth in this Agreement. SECTION 17. CLOSING. Provided that all conditions precedent to closing have, in fact, been so performed, the place of closing shall be at the city Hall of the city of Sebastian, Florida, or at such other location selected by CITY in order to accommodate the closing of any municipal bonds being issued to finance this transaction pursuant to this Agreement and such closing shall occur on November 29, 1993 (the "Closing Date"), or such earlier date as the parties mutually agree in writing. Any party shall have the right to extend the Closing Date thirty (30) days beyond November 29, 1993, by sending written notice to the other parties at least fifteen (15) days prior to November 29, 1993. Immediately following the Closing Date, CITY shall have full right to the possession of all of the Water and Wastewater System, all of which shall be located in Sebastian, Florida. 17 SECTION 18. CLOSING DOCUMENTS AND PROCEDURES. 18.1. Deliveries from UTILITY. At least twenty (20) days prior to the Closing Date, UTILITY shall deliver to CITY: (1) True, correct and complete copies of the Articles of Incorporation and Bylaws of General Development Utilities, Inc., all as amended and in effect on the Closing Date; (2) Warranty deeds to all of the Property owned by UTILITY as described in Exhibit "3.1" conveying to CITY all of UTILITY's right, title and interest in all such property and warranting that such property is free and clear of all liens, claims and encumbrances other than the Permitted Exceptions, as that term is defined herein. (3) Instruments of conveyance, in appropriate recordable form, of all the Easements as described in Exhibit "3.4" hereof, conveying to CITY all of its right, title and interest in all such property, together with all utility improvements thereto, and warranting that such easement rights and rights to use dedicated rights-of-way are free and clear of all superior interests which could result in CITY losing the right to use the easement parcel for utility purposes. (4) Bills of sale or other documents of assignment and transfer, with full warranties of title, to all Water and Wastewater System Assets, other than those assets covered by Paragraphs 18.1(2) and 18.1(3) hereof; (5) Ail business records sold to CITY hereby; (6) Title insurance policies in the form called for in Section 6 of this Agreement; (7) Ail permits, governmental authorizations and approvals as described in Exhibit "3.7"; (8) Standard mechanics lien affidavit in a form required by the title company as to realty and personalty insuring against any liens, claims or encumbrances upon the Purchased Assets; and (9) Ail existing customer deposits for service to CITY as required hereunder. 18.2. CITY Deliverables. On the Closing Date, CITY shall send a wire transfer of federal funds to the account identified by UTILITY or shall deliver a cashier's check in the amount due to UTILITY as provided in Section 5 of this Agreement. In addition, CITY shall sign and provide to UTILITY at closing all assumption agreements provided to CITY by UTILITY prior to closing in a form acceptable to CITY's attorney with respect to all contracts being assumed by CITY to which UTILITY was a party prior 18 to closing and, thereby, being assigned by UTILITY to CITY pursuant to this Agreement. Furthermore, CITY shall deliver to UTILITY a certified copy of the Resolution of the CITY Council which approved the transaction pursuant to this Agreement. 18.3 Conditions Precedent to Closina. The obligations of CITY pursuant to this Agreement are contingent upon satisfaction and UTILITY's performance of the following conditions set forth in Paragraphs 18.3(a) through 18.3(d) prior to closing (or as otherwise provided below). If any of the contingencies specified below are not satisfied prior to closing, CITY shall have the right, at its option, but not the obligation, to declare this Agreement null and void by written notice to UTILITY and all parties shall be released of any further obligations and responsibilities pursuant to this Agreement. (a) CITY obtaining, at CITY's expense, a leve~ one environmental audit indicating that the Property and the Purchased Assets are in a clean and healthful condition, free of environmental contamination or potentially harmful physical conditions, other than such contaminants or harmful conditions permitted by law. CITY and its agents, contractors or employees shall have the right to enter upon the Property for the purpose of performing such audit, providing said activities shall not any way damage the Property or any part thereof or disrupt the normal business operations of the Property. Such audit shall be performed not less than thirty (30) days prior to closing. CITY's failure to obtain such audit or, in the event CITY shall close this transaction after having obtained such an audit, shall in no way relieve UTILITY of any liability with respect to the breach of any warranty or representation contained in Section 13 of this Agreement. (b) CITY determining, in its sole and absolute discretion, that all contracts or agreements, including, but not limited to, all leases, service agreements and developers' agreements, which CITY is to assume pursuant to this Agreement or which shall affect or obligate CITY at any time after the Closing Date, shall be suitable to CITY. For a period of thirty (30) days commencing upon delivery of all applicable contracts and agreements to CITY, CITY shall be entitled to inspect said contracts and agreements and UTILITY shall give to CITY and its agents, contractors or employees full access to all such contracts and commitments and shall furnish to CITY all information concerning such contracts and commitments as CITY may reasonably request. In the event CITY fails to notify UTILITY, in writing, of CITY's election to terminate this Agreement due to the unsuitability of any contract or agreement within the foregoing thirty (30) day period, this condition shall be deemed waived. (c) Ail UTILITY's representations and warranties contained in this Agreement shall be true as of the Closing Date as if such representation and warranties were made at 19 such time, and all such representations of warranties shall survive the Closing for a Period of two (2) years. (d) Ail corporate, governmental and other proceedings to be taken by UTILITY and CITY in connection with the transactions contemplated hereby and all documents incident thereto shall be reasonably satisfactory in form and substance to CITY, and to UTILITY, and to their respective attorneYs, and CITY and UTILITY shall have received from each other all such counterpart originals or certified or other copies of such documents as CITY or UTILITY may reasonably request. SECTION 19. RESPONSIBILITY FOR PROFESSIONAL FEES AND COSTS. Each party hereto shall be responsible for its own reasonable attorneys' fees, engineering fees, accounting fees and other costs in connection with the preparation and execution of this Agreement. SECTION 20. INTENTIONALLY BLANK SECTION 21. COMMISSIONS. UTILITY and CITY warrant to the other that the transaction contemplated by this Agreement is a direct, private transaction between UTILITY and CITY without the use of a broker or commissioned agent. SECTION 22. FURTHER ASSURANCES. Each of the parties hereto agrees that, from time to time, upon the reasonable request of the other party and at the expense of the requesting party, without further consideration, it shall execute and deliver to the requesting party any and all further instruments, affidavits, conveyances and transfers as may be reasonably required to carry out the provisions of this Agreement. SECTION 23. NOTICES: PROPER FORM. Any notices required or allowed to be delivered hereunder shall be in writing and be deemed to be delivered when (1) hand delivered to the person hereinafter designated, (2) upon receipt of such notice when deposited in the United States mail, postage prepaid, certified mail, return receipt requested, addressed to a party at the address set forth opposite the party's name below, or at such other address as the party shall have specified by written notice to the other party delivered in accordance herewith, or (3) sent by a recognized overnight courier, such as Federal Express, addressed to a party at the address set forth opposite the party's name below, or at such other address as the party shall have specified by written notice to the other party delivered in accordance herewith: 2O CITY: with a copy to: City Manager City of Sebastian, Florida City Hall 1225 Main Street Sebastian, Florida 32958 (407) 589-5330 Fax (407) 589-5570 Charles Ian Nash, Esquire City Attorney Frese, Nash & Torpy, P.A. 930 $. Harbor City Blvd. Suite 505 Melbourne, Florida 32901 (407) 984-3300 Fax (407) 951-3741 UTILITY: with a copy to: Charles E. Fancher, Jr., President General Development Utilities, Inc. 2601 South Bayshore Drive Miami, Florida 33131 (305) 859-4331 Fax (305) 859-4657 Marcia H. Langley, Esq. Atlantic Gulf Communities Corp. 2601 South Bayshore Drive Miami, Florida 33133-3461 (305) 859-4231 Fax (305) 859-4524 SECTION 24. NO INTERFERENCE WITH EMPLOYMENT. UTILITY will not interfere with CITY hiring any of the present operational staff of the Water and Wastewater System. CITY shall notify UTILITY thirty (30) days prior to the Closing Date as to which existing employees of UTILITY to whom CITY will be extending offers of employment. SECTION 25. ENTIRE AGREEMENT. This instrument and the Exhibits annexed hereto constitute the entire Agreement between the parties and supersedes all previous discussions, understandings, and agreements between the parties relating to the subject matter of this Agreement. SECTION 26. AMENDMENT. Amendments to and waivers to the provisions herein shall be made by the parties only in writing by formal amendment. 21 SECTION 27. DISCLAIMER OF THIRD PARTY BENEFICIARIES. This Agreement is solely for the benefit of the formal parties herein, and no right or cause of action shall accrue upon or by reason hereof, to or for the benefit of any third party not a formal party hereto. SECTION 28. BINDING EFFECT. Ail of the provisions of this Agreement shall be binding upon and inure to the benefit of and be enforceable by legal representatives, successors and nominees of CITY and UTILITY. SECTION 29. TIME OF THE ESSENCE. Time is hereby declared of the essence to the performance of this Agreement. SECTION 30. APPLICABLE LAW. This-Agreement shall be con- strued, controlled, and interpreted according to the laws of the State of Florida, and the venue for any action or suit brought to interpret or enforce any of the provisions of this Agreement shall be filed and maintained in Indian River County, Florida. SECTION 31. CORROBORATION OF PAYMENT AFTER CLOSING. In each instance in which any party to this Agreement is to receive money from another party to this Agreement after the Closing Date, the party who is entitled to receive the money under the terms of this Agreement shall have the right to inspect, at its own expense, those books and records of the other party as may be necessary to corroborate the accuracy of the amount of money received from the party, within thirty (30) days of receipt of the payment. The provisions of this Section shall survive the closing. SECTION 32. CONSTRUCTION. Ail of the parties to this Agreement have participated fully in the negotiation and preparation hereof, and accordingly, this Agreement shall not be more strictly construed against any of the parties hereto. In construing this Agreement, the singular shall be held to include the plural, the plural shall be held to include the singular, the use of any gender shall be held to include any other and all genders, and the captions and paragraph headings shall be disregarded. SECTION 33. SEVERABILITY. In the event any term or provision of this Agreement is determined by the appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of this Agreement shall be construed to be in full force and effect. SECTION 34. COUNTERPARTS. This Agreement may be executed in several counterparts, and each such counterpart shall be deemed an original, but all such counterparts will constitute one agreement. SECTION 35. SPECIFIC PERFORMANCE. In the event any party to this Agreement fails to close on the Closing Date (without any default by another party), time being of the essence, or in the 22 event of any other default by any party of its obligations hereunder which continues for a period of fifteen (15) days following written notice thereof from another party, the non- defaulting shall be entitled to seek all rights and remedies available at law or equity, including specific performance. SECTION 36. SURVIVAL OF INDEMNIFICATIONS. Ail agreements of indemnity made by any party to this Agreement shall survive the closing for a period of two (2) years. SECTION 37. RADON GAS. RADON IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date and year first above written. Signed, sealed and delivered in the presence of: Name: Wendy B. Widmann Name: Richard B. Votapka CITY: Lonnle R. Powell, M~or Kathr~h M.' O'~alloran, CMC/AAE, C~ty Clerk Approved as to Form and Legal Assistant city Attorney (SEAL) 23 Signed, sealed and delivered in the presence of: Name: CTl~l'l STATE OF FLORIDA COUNTY OF INDIAN RIVER UTILITY: GENERAL DEVELOPMENT UTILITIES, By: ~ ~ ~W~-~F~ /~ [Corporate Seal] The foreg~ing,instrument was acknowledged before me this ~ day of ~J~ , 1993 by Lonnie R. Powell, the Mayor of THE CITY OF .~BASTIAN, FLORIDA, on behalf of THE CITY OF' SEBASTIAN. ~is personally kno~Q_%m__k~ me or has produced as identification. Notary Pgblic / State of Florida e t COMM # CC o.~59~6 N~e off ~dkno~Zedge= ~y~e~ Printed or stamped 0 %1 o Commission Number 24 STATE OF FLORIDA CO TY OF to me or has produced heforegoing instrument was acknowledged before me this day of ~C~-d ~4~ , 1993 by Charles E. Fancher, Jr., President of GENERAL DEVELOPMENT UTILITIES, INC., a Florida Corporation, on behalf of the corporation. ~e is personally known as identification. /~t~ry Public - ' State of Florida Name of Acknowledger Typed, Printed or Stamped commission Number 25 "LIST OF EXHIBITS TO CITY OF SEBASTIAN, FLORIDA/ GENERAL DEVELOPMENT UTILITIES, INC. WATER AND SEWER SYSTEM PURCHASE AND SALE AGREEMENT 3.1 Land 3.3 Equipment 3.4 Easements, ROWS, and other similar real estate rights and assets 3.6 Business Records 3.7 Permits and Approvals 3.11 All Assigned and Assumed Contracts and Agreements 3.13 Inventory Part A and Part B c:\wp\cin\sebasgdu. RE2 26