BC 1995 05 11 - Laserfiche WebLink

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414 Sellers (collectively, the "Excluded Assets"): (t) permits and licenses, (ii) any assets or liabilities relating to the Coddle Creek and Muddy Creek facilities, (iii) cash and investments (except for customer deposits), (iv) subject to paragraph 4(e), the County's water and sewer distribution lines in the City of Kannapolts (the "Kannapolts Lines") and (v) the County's interest in the Mt. Pleasant reservoir. .. 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 data, 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 the District's outstanding general obligation indebtedness (the "GO Debt"), less the portton,~i~ ~hy, of the GO Debt assumed by Kannapolis in accordance with paragraPh 4(e). 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. 4. Other terms' (a) Lake Concord -- The City will transfer Lake Concord and surrounding property, including the dam (approximately 34Oacres) (PIN 5623-54-8532), to the County. (b) Availability Charges -- The County will continue to collect availability charges for the installation of taps. The City will provide the County with all information necessary to collect the availability charges. The City will not install any taps without confirmation of payment of any applicable availability charge from the County. (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") at such time as (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 Section 6.11 of the General Trust Indenture dated as of February 1, 1993 between the City and NationsBank of North Carolina, N.A., (iii) WSACG agrees to discharge the principal of and interest on the portion of the City's Utilities System Revenue Bonds 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 Revenue Bonds. (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) Kannapolis Lines -- The County will offer Kannapolis an option to purchase the Kannapolis Lines in consideration for the assumption by Kannapolis of 15~ of the GO Debt and other terms. Kannapolis must determine whether to exercise its option no later than May 19, 1995. If Kannapolis agrees to exercise its option, it must consummate the acquisition of the Kannapolis Lines on or prior to the Closing. If Kannapolis does not exercise its option or if it does not consummate the acquisition of the Kannapolis Lines on or prior to the Closing, the City will acquire the Kannapolis Lines, and the Purchase Price will be equal to the entire GO Debt. (f) Cash and Investments -- Ail of the cash and investments, including earnings thereon, of the District and the Sellers' Water and Sewer Utility fund, except for customer deposits, will be retained by the County and used for utility lines and facilities.