BC 1995 05 11 - Laserfiche WebLink

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415 5. Employees/Employer Benefit Plans; All of the District's employees (the "Employees") will be transferred to the City. The City will credit the Employees with their respective accrued vacation and sick leave. The Employees shall use or be paid for their accrued compensation time prior to the Closing. The City will not assume any obligations under any of the Sellers' employee benefit plans. The City's employment of the Employees will be subject to the restrictions against termination of employment as provided by th~ City's employee benefit plans, as modified from time to time. The City will not be required to provide the Employees with any benefits that the City does not presently provide to its employees. Ail Employees will be entitled to credit for service under the Sellers' employee benefit plans. 6. Rates Following the Transactions: The sewer rates, as may be modified by the City from time to time, will be the same for customers living inside and outside of the City's corporate boundaries. Residential water customers outside of the City's corporate boundaries will be charged rates not to exceed a factor of 1.5 (the "Multiplier") times the City's inside rates, as may be modified by the City from time to time. The Multiplier will decrease by .1 at the beginning of the City's following fiscal years: 1996/97, 1997/98 and 1998/99. The Multiplier will not exceed a factor of 1.2 for.the City's fiscal years following 1998/99. 7. Lease Agreement: The County and the City will enter into a lease agreement (the "Lease Agreement") with respect to the District's headquarters. The Lease Agreement will provide for a one year term for $1 per year and provide the City with an option to renew for one additional year for $15,000 per year. 8. Representations and Warranties of the Sellers: The Sellers will, jointly and severally, make comprehensive representations and warranties which are customary for a transaction of this size and nature, including, without limitation: (a) Financial Statements -- The Sellers will make certain representations regarding their most recent audited financial statements. (b) Compliance With Laws -- The Sellers will warrant that the operation of the System has been and is in compliance with all applicable laws. (c) Purchased Assets -- The Sellers will warrant that they have good and marketable title to the Purchased Assets, which will be transferred free and clear of all liens. The Sellers will also represent that the Purchased Assets are in good condition and working order. (d) Environmental Matters -- The Sellers will provide comprehensive environmental representations and warranties which will require disclosure of all past environmental audits and any past environmental matters regarding the System. (e) Accounts Receivable, Accounts Payable -- The Sellers will represent that all receivables and payables have been generated, incurred and paid in the ordinary course of business consistent with past practices. (f) Authority, etc, -- The Sellers will give representations and warranties with respect to their authority to consummate the Transactions and the absence of conflicts with agreements and applicable laws. 9. Representations and Warranties of the City; The City will make comprehensive representations and warranties which are customary for a transaction of this size and nature, including, without limitation: (a) Compliance With Laws -- The City will warrant that the operation of Lake Concord has been and is in compliance with all applicable laws. (b) Lake Concord -- The City will warrant that it has good and marketable title to Lake Concord, which will be transferred free and clear of all liens. The City will also represent that the dam at Lake Concord is in good condition and working order. (c) Environmental Matters -- The City will provide comprehensive environmental representations and warranties with