BC 1995 05 17 - Laserfiche WebLink

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429 deposits), (iv) the Purchased Assets'(as defined in the Letter of Intent dated May 11, 1995 between the Sellers and the City of Concord (the "Concord Letter of Intent"). 2. Assumed Liabilities: At the consummation of the proposed acquisition (the "Closing"), the City will assume only those liabilities and obligations arising after the Closing date under the Sellers' contracts and agreements, including reciprocal and other agreements between the Sellers and other municipalities, that relate exclusively to the operation of the System and which have been accepted by the City (collectively, the "Assumed Liabilities). The City will not assume any indebtedness or other liabilities of the Sellers. 3. Purchase Price: The purchase price (the "Purchase Price") will be an aggregate amount equal to 15% of the District's outstanding general obligation indebtedness (the "GO Debt"), i.e., approximately $690,000.00, paid in the manner and to the extent hereinafter agreed. Subject to the terms hereinafter set forth, the City will pay the Purchase Price to the District, and the District will discharge the GO Debt, at the Closing. In addition, the City will assume the Assumed Liabilities at the Closing. The Closing date shall be on or before the Closing Date of the transactions set forth in the Concord Letter of Intent. 4. Other terms: (a) Payment Terms for System. At Closing, the County shall deliver a sum equal to the Purchase Price to the City. Thereafter, the Purchase Price shall bear interest at 5.6% per annum until paid as follows: the City shall repay the County for the Purchase Price in seven (7) installments of principal and interest, the first payment of principal and accrued interest being due July 30, 1996, with the remaining payments being due on each July 30 thereafter until paid in full. (b) Lake Concord Park Development. In addition to the Purchase Price for the System, the City shall pay the sum of $390,000.00 to the County to assist the County in the development of a park at Lake Concord (the "Park Development Contribution"). The Park Development Contribution shall be paid in three (3) equal, annual installments of $130,000.00 each. The first payment shall be due July 30, 1996 with a like payment being due on July 30, 1997 and July 30, 1998. No interest shall accrue upon the Park Development Contribution prior to July 30, 1998. (c) WSACC. The City will agree to transfer to the Water & Sewer Authority of Cabarrus County ("WSACC") all water plants, reservoirs, water tanks and water pumping facilities that are part of the City's wholesale water treatment and distribution system (the "Wholesale Assets") upon a determination that (i) such transfer will not increase the City's costs of operating its retail water and sewer system, as determined by independent audit, (ii) the City can comply with the General Trust Indenture dated as of November 1, 1989 between the Water Company Acquisition Corporation and Wachovia Bank & Trust Company, N.A., and can comply with the Utility Services Operating Agreement dated August 21, 1989 among the City, the Water Company Acquisition Corporation and Fieldcrest Cannon, Inc., (iii) WSACC agrees to discharge the principal of and interest on the portion of the City's Utilities System Financing attributable to the Wholesale Assets as determined as of the date of issuance of such Bonds by the City's independent public accountants and (iv) the City and WSACC receive an opinion of nationally recognized bond counsel that the discharge described in clause (iii) will not adversely affect the federal tax treatment of the interest on the City's Utilities System Financing. (d) Feasibility Study. The City and County will support a feasibility study to be conducted by and paid for by WSACC which will study the countywide consolidation of all water and sewer operations. (e) C~sh and Investments. Ail of the cash and investments, including earnings thereon, of the District and the Sellersw Water and Sewer Utility fund, except for customer deposits, will be