HomeMy WebLinkAbout1993 12 16 - Closing Statementr
CLOSING CHECKLIST
SELLER: GENERAL DEVELOPMENT UTILITIES, INC., a Florida corporation
BUYER: CITY OF SEBASTIAN, FLORIDA
CLOSING DATE: DECEMBER 15, 1993
PROPERTY: See Exhibit "A" attached hereto and by this reference made a part hereof
PURCHASE PRICE: $3,650,000.00
STATUS
I. PRE-CLOSING ITEMS:
1.1 Title Commitment Complete
1.2 Estoppel Letters re: Leased Vehicles Complete
1.3 Inventory by Buyer
1.4 Delivery of Survey by Buyer
1.5 Notice from Buyer as to Offers of Employment Complete
II.
CLOSING DOCUMENTS:
2.1
Closing Statement
a. Proration of Accounts Receivable and unbilled revenue
b. Proration of Plant Capacity Charges and Unearned
Connection Charges
C. Payoff of Leased Vehicles
d. Inventory
e. Franchise Fees and Utility Taxes
2.2
Title Commitment ("Marked")
23
General Warranty Deed
Complete
2.4
Seller's Affidavit (No -Lien And FIRPTA)
Complete
2.5
Bill of Sale
Complete
2.6
Certified Copy of Buyer's Resolution Approving Purchase
2.7
General Assignment and Assumption Agreement
Complete
a. Books and Records
b. Permits and Approvals
C. Developer Agreements
d. Customer and Service Deposits (update exhibits for closing)
e. Computer Software
2.8
Assignment of Easements
Complete
2.9
Cash Sale Certificate
Complete
2.10
Transfer of Vehicles by Certificate of Title
Complete
2.11
Resolution of Seller of Incorporation
2.12
Assignment of Plat and Other Easements
Complete
WI.vU\I1i..1%W.V.
STATUS
2.13 Aid in Transition Agreement and General Support Services Complete
2.14 Opinion
2.15 Certified Articles and By -Laws
III. TITLE REQUIREMENTS:
3.1
Partial Release of Mortgage and Security Agreement (2)
Alison Hutchings
3.2
Partial Release of Subordinate Mortgage and Security Agreement (2)
Alison Hutchings
3.3
Release of UCC -1 (Working Capital)
Alison Hutchings
3.4
Release of UCC -1 (Floating Rate)
Alison Hutchings
3.5
Release of UCC -1 (Secretary of State)
Alison Hutchings
3.6
Good Standing Certificate of Seller
3.7
Municipal Liens
3.8
Personal Property Taxes
3.9
Real Property Taxes
IV. POST CLOSING:
4.1 Owner's Policy of Title Insurance
4.2 Vehicle transfers
4.3 Legal Descriptions and Survey to Alison Hutchings at Carlton, Fields
4.4 Additional Easements
4.5 Collection of Accounts Receivable
4.6 Collection of Unbilled Revenue
4.7 Consent and Joinder to Easements Alison Hutchings
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♦e'iv� od: y'j bKElzNJL-RG IWURIG 6132
163
SELLER:
GENERAL DEVELOPMENT UTILITIES, INC., a Florida aorporauon i
BUYER:
CITY OF SEBASTIAN, FLORIDA
SUBJECT PROPERTY:
Raaf property and Improvements and parsnrtal property and! 0ziures
ACCOUNTS RECEIVABLE DUE SELLER (6e0 Note 1)
comprdsing the water and sewer uliif les system of Sellar situate ren
P.O.C. (post . dosing)
property located In Indian River County, Florida and commonly kntrrn as tho
Sebastian H191141tds Water and Sewer System "System-).
(the
GOVERNIINQ CONTRACT:
Water and Sewer System Purubase and Sale Agreement between GENERAL
DEVELOPMENT UTILITIES, INC., a Florida OOrporaUon, as Seller and City of
40,944.96
Sobaatlan, Flodda, as Buyer, dated October 12, 19tt3.
DATE OF CLOSING:
December 16, 19W
PLACE OF CLOSING:
Melbourne, Florida
TITLE INSURER;
First American Title Insurance Company
CLOSING AGENT:
Greenberg, Traurlg, Hoffman, Upoff, Rosen & Quental, P.A.
BALANCE DUE SELLER
3,61M,329.50
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i
1. No later than twenty (zD) days folluwIno the date hereof, Buyer shall pay the SeRtx for 95 00°k of
dl accounts receivable zero (o) to sbcty (60) days Old as of the date herect. Seiler shall rotaln all
accounts recalvable which are delinquent for more than sbcty (60) days (enutling Sel61r, to the
pr�.:n36:io t:�6;cv'i II of id when pati}. Buyer sru_ii promptly tuvn over to Sai!sr any such dollngoent
receivables that maybe subsequently paled to Buyer and shall use roasonaN. 0 efforts to assist Sellor
In the collection of same, Including, without limitation, dfscoralnuing sWco to non payhig
customers.
2 The Buyer shall pay tate Sellar for 95.00% of all unbillod revenue prorated as of the date: hereof
within thirty (3D) days following actual bluing.
3. Buyer agrees to the extent cottslslent with § 768.20, Florida Statutes, to Indemnify and hold the
Seller, its successors and/or assigns, harmless for any actions, a powes, dT"Ages 06v]/orIlablutles, Ino4nding costs and attorney's foes at trial and all appellate levels, to wtnlo'h Soflor may be
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CRf D17 BUYER
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PURCHASE PRICE OF SUBJECT PROPERTY
$3,659,OW.00
ACCOUNTS RECEIVABLE DUE SELLER (6e0 Note 1)
P.O.C. (post . dosing)
UNBILLED REVENUE DUE SELLER (See Note 2)
P.O.C. (post Iblosing)
CREDIT FOR CUSTOMER DEPOSITS DUE BUYER
(Soo Note 5)
40,944.96
CREDIT FOR CONNECTION CHARGES DUE BUYER
10,350.84
CREDIT FOR INVENTORY
8,125.30
FRANCHISE FEES AND UTILITY TAKE$
P.O.C. (post closing)
(Seo Note 6)
i
TOTAL DUE SELLER
3,858,725.30
LESS TOTAL CREDITS TO BUYER
61 2�5
BALANCE DUE SELLER
3,61M,329.50
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i
1. No later than twenty (zD) days folluwIno the date hereof, Buyer shall pay the SeRtx for 95 00°k of
dl accounts receivable zero (o) to sbcty (60) days Old as of the date herect. Seiler shall rotaln all
accounts recalvable which are delinquent for more than sbcty (60) days (enutling Sel61r, to the
pr�.:n36:io t:�6;cv'i II of id when pati}. Buyer sru_ii promptly tuvn over to Sai!sr any such dollngoent
receivables that maybe subsequently paled to Buyer and shall use roasonaN. 0 efforts to assist Sellor
In the collection of same, Including, without limitation, dfscoralnuing sWco to non payhig
customers.
2 The Buyer shall pay tate Sellar for 95.00% of all unbillod revenue prorated as of the date: hereof
within thirty (3D) days following actual bluing.
3. Buyer agrees to the extent cottslslent with § 768.20, Florida Statutes, to Indemnify and hold the
Seller, its successors and/or assigns, harmless for any actions, a powes, dT"Ages 06v]/orIlablutles, Ino4nding costs and attorney's foes at trial and all appellate levels, to wtnlo'h Soflor may be
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exposed In the future in connection with or arising Ottt Of the Seller's transfer of utility connection
charges Aunivant to SOOtlott 11.1(5) of the Governing Contrar.L
4. The Buyer agrees that the payment of any additional fees, which exceed [how 1009 sot forth In
paragraph 5 of the Seller's Expenses of We attached hereto, for the issuance of the cedlilcatos of
tufo, now license plates, reglatratlons or otherwise tot' Vehicles transforred to rhe Wer pu{t[unnit to
tfre Governing Contract are the sate and exclusive responsibility of the Buyer.
6, Seller has on oven date herewith delivered to Buyer all customers' water arra sewer its servlcq socusecuritydeposand accrued frtlerest field by th0 Senor with respect to the System In the omounf of
$40,4.96. Buyer agrees to continue to provide utility services to those custom
94ers forwhlrh a
deposit Is held and, to the Orient consistent with Section 766.M, Florida Statutes, t0 fully Intternhlfy,
defend and hold Geller harmless for any claims, actions, expenses, liabilities, .coats or damages,
including costs and attorneys' fees at htal and/or appeal, 10 which Seiler may be exposM In thn
future as a result of the transfer of such customer deposits.
6. Geller shelf pay purchaser all Franchise fear, and Witty truces In socordance with su raph 11,2
of the Governing Contract. W�rag p
7 Pursuant to Seclton 31of the Governing Contract, in each Instance In which olthsr iia all ortha
Buyer Is to.recstve money from the other party after tate dare hereof pursuant to the pray 010113 of
the Governing Contract or this Closing Statement, the party wino Is entitled to receive boli money
under the terms of the Governing Contract or this Closing Statement shall have the right to7nepect,
at its own expense, those books and records Of the other party as may tie necessary to corroborate
the accuracy of the amount of money recafved by the party, within thirty (39) days of r4celpf of
payment.
a. The parties agree that in the event of any mathomailml, typographical or clinical errors In INC;
Closing Statemarn, at the request of ekher party, the parties will make the appropriate adjustments
hereto and remit any morias which may be determined to be owing.
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iC/14/7J U' -J: UU GREENBERG TWURIG UU4
MELM:9 :9 9XIMENSIM
OF a ,
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Seller hereby authorizes the deduction of the following descrised expenses of sale from the
Cash
8nlanco Due Geier as shown on tha Closing Statement and hereby requests arra directs that the Closing
Agent dtsurae directly to the parsons hereinafter
named the
d sale, as follows:
1`0110Wing amounts to cover Seller's rixpensos
1. To First American Title insurance Company
as for
$F1,2i3,00
payment the cost of preparing the
Vile commitments,
2. To Groenberg, Traudg of al. as payment
for the cost of the title prerrtittrns.
3. To Atlantic Coastal Title Corporation
for the
$j 539,00
coat of We reports.
4. To Indian River Cour-Ay Clerk of
The Circuit Court
$ 250.00
as payment for
the recording costs of any
1
correcUva documents, sattsfactions
an/or relt ams of lions/mortgages
i
(estimated)
S. To Indian Aker Clerk or the C1rcult
Court In Payment of Documentary
Stamp Tax payable on the Deer)
calculated on $3,650,000.00.
$ 2,650.00
6. Payoff of Leased Vehicles to G.E. Captlal
$ 511.00
Fleet Services
7. Pays% of Heal Estate Texas through
December 16,19M
$ 10,71$,33
0. Payoff of Personal Property Taxoe through
$09,007,10
December 16, 1993
i
TOTAL SELtER,s EXPENSES:
r
t� 1u.9 09:01 GRMNEERG TRFURIG
005
RUYE4'8 9VXMF.B OF SALE
Buyer, In addition to tho Cash Due Seller es shown above, is obligated for the payrnaL of and
simultaneously herewith has paid to Greenberg, Traurig, et al., closing agent, the funds requirod t6 pay the
following described wxpenses or purchase, and Buyer hereby requests and dlrocts that the Ciosyg Agent
disburse dlroatly to the persons hereinafter nanoid the following amounts to Cover Buyer s .mcpenses of
purchase, as follows, to wit:
t. To Indian River County perk of the
CINDUR Court as payment for the cost
of recordfng the Dead and
Assignments of Easements (esilrowed)
TOTAL BUYER'S EXPENSE
On�µswwulln�n.�ln/nM
L 'iviy� &):01 GREENBERG TRRURIG 006
CASH BALANCE DUE CASH BALANCE DUE
TO SELLER FROM PAGE 1 3,606,82958 FROM BUYER FROM J.
PAGE 1 3,BOS,829.58
LESS SELLER'S
EXPENSES E
SALE PLUS BUYER'S EXPENSES
3 {+)
FROM PAGE 4
FROM PAGE 3 136 600 � 75.00
NET CASH DUE TO SELLER 8,470,221.15 TOTAL CASH DUE_ FROM
BUYER 3.608,904.58
The Net Cash Due to Seller of
accordance with the wlre Instructions set forth $3,470,221.15
s Exhibit be' mmediately vArod attached hereto. by Buyer to Seller In gooxi federal funds In
The total of the Seller's Expenses {less home 4, 6 and 7 (being $15,63x.00) w1l be Immediai.
tely v lred by Buyer to
Greenberg, Traudg, et at. In good (edaral funds In eccordanoe with the wire Instructions set forth ae FacFlibh "B' attaohed
hereto to be disbursed thereafter for payment of the expenses set forth on page 3 hereof.
The total of hem 4 of Sehere Expense and Buyers Expensos (being $1Y1,070.43) are being retained by Fress, Nash
& Torpy, P,A. for paymom of all recording fees and documernary stamp taxes due In connection with the r000rding of the
dead, assignment of easements, and assignment of plat easements.
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03: C1 GREENBERG TRPUR.IG 071]
1 MEN
APM
Seller and Buyer hereby acknowledge than they have read acrd approved the within and foregoing Owing Statement
and agree that It accurately r0aects the substance of the transaction and hereby approve the Buyer s payrrront and the
Closing eve t'sset disbuforth, Bement of the proceeds of the subject Transaction In the manner, In the amounts and to the persons
hereinabove set 10nh.
Items designated "P.O.C.` shall be pall by Buyer atter Closing as provided In the Governing Coritract.
In the case of estknstod dosing 00618 and expenses directed to be pall, as afcre�id, Seller atxl �ttyor urxl6ratarxl
aforesai
and agree that In the event that the actual expenses are cess than or Moro than the Seiler and Buyer, as the case
may be, will be refunded the difference between the 00mate and the actual expenses.
IN WITNESS WHEREOF, Buyer and Seller have caused this Closing Statement to be executed by their respocuve
officers thereunto duly authorbod as of the Dosing Date,
I
GENERAL DEVELOPMENT UTILITIES, CITY OF SEBASTIAN, FLORIDA
INC., a Florkla corporation
BY:
BY:
its; Preskfent -
Its -
'SELLER" "BUYER"
tINDEUAKIN oRC"MnQ-AQ ruyT,.
Closing Agent hsroby agrees with Buyer and Softer to underiel(a Its duties 88 Closing Agent for the �Jbfect purchase
and sate trarsacla), to abide by and comply with the within and Imegofng Instructions of Buyer and Seller, and to dlshurso
the proceeds of the subject purchase and sale transaction at Closfog In the manor, to the persons, In the amounts, and
at the times hereinafter specified In the within and forogofng posing Statement,
GREENBERG, TRAURIG, HOFFMAN, LIPOFF, ROSEN $
QUENTEL, P.A.
UNDERTAKING OF ENESE NASH A TORPY
The undersigned hereby agrees with Buyer and Seller to (1) promptly record the original Warranty Deed, Assignment
of Easements and Assignment of Plat and Other Easemonts In the public records of Indian River County; Ftorkfa and to
Promptly provide evidence of recordation to the Closing Agent; and (Ii) pay the outstanding real and personal property taxes
on December 16, 19W and to promptly Provide Closing Agent whh evlloncs of such payment.
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fit:
FRESE, NASH A TORPY
BY: