HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (10) RESOLUTION NO. (R) MPC 96- 02
A RESOLUTION OF THE TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION, AUTHORIZING AND APPROVING THE
EXECUTION OF AN ASSET PURCHASE AGREEMENT BETWEEN THE
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION AND
THE RANCHO VISTOSO WATER COMPANY.
WHEREAS, it has been determined by the Town Council that it is in the best interests
of the Town and its citizens to enter into the water service business; and
WHEREAS, the Town of Oro Valley Municipal Property Corporation was formed to
transact any or all lawful business for which nonprofit corporations may be incorporated
under the laws of the State of Arizona, including, without limiting the generality of the
foregoing, any civic or charitable purpose such as financing the costs of acquiring,
constructing and equipping the water facilities for use by and leasing to the Town of Oro
Valley, Arizona, and
WHEREAS, the Town believes it is in the best interests of the Town to lease as lessee
a domestic water system now serving customers both within and without the Town and
commonly known as the Rancho Vistoso Water System; said lease to preserve to the
Town to purchase the system; and
WHEREAS, it is impracticable to issue bonds as provided by A.R.S. 9-512 to purchase
the system; and
WHEREAS, the approval of an asset purchase agreement for the sale of the Rancho
Vistoso Water Company system by the Oro Valley Municipal Property Corporation will
further Town goals by allowing for the purchase of the Rancho Vistoso Water Company
system; and
WHEREAS, there have been placed on file with the Town and presented to the Town
Clerk at this meeting the proposed form of the Asset Purchase Agreement, subject to
further legal changes and a right of verification; and
WHEREAS, under the terms of the Asset Purchase Agreement between the Town of Oro
Valley Municipal Property Corporation and the Rancho Vistoso Water Company, the
Corporation will purchase the system and lease, as lessor, said system to the Town under
a Lease-Purchase Agreement
NOW THEREFORE BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION AS FOLLOWS:
1. That the attached Asset Purchase agreement is hereby approved subject to further
legal changes and a right of verification;
2. That further legal documents necessary to the completion of the transaction be
brought before the Board of Directors at their next scheduled meeting.
3. That time is of the essence and therefore an emergency is declared.
PASSED AND ADOPTED by the Municipal Property Corporation of the Town of Oro
Valley, Arizona this 12th day of February , 1996.
TOWN OF ORO VALLEY, ARIZONA
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President
ATTEST:
" Secretary
APPROVED AS TO FORM:
Attorney
CERTIFICATION
1, Frank Butrico ,the duly appointed and acting Secretary of the Town
of Oro valley Municipal property Corporation do hereby certify that the above and
foregoing Resolution was duly passed and adopted by the Board of Directors of the
Corporation at a regular meeting held on February12, 1996, and the vote was 3
aye's and o nay's and that - Board Members were present.
DATED: February 12, 1996
/ //
Secretary
ASSET PURCHASE AGREEMENT
BETWEEN THE
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
AND THE
RANCHO VISTOSO WATER COMPANY
FOR THE PURCHASE AND SALE
OF THE ASSETS OF RANCHO VISTOSO WATER
COMPANY
THIS ASSET PURCHASE A REEMENT (this "Agreement" ) is entered
into this fajii day of ,, , 19%, by and between RANCHO
VISTOSO WATER COMPANY, an Arizona. corporation, ( "Seller" ) , and the
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, a non-profit
corporation organized and existing under the laws of the State of
Arizona ( "Buyer" ) .
WITNESSETH:
WHEREAS, Seller is the owner of a water works plant and
distribution system known as RANCHO VISTOSO WATER COMPANY, situated
in the Town of Oro Valley, Arizona; and
WHEREAS, Seller is the holder of franchises from the Pima
County Board of Supervisors and Certificates of Convenience and
Necessity issued by the Arizona Corporation Commission, which
franchises and certificates authorize Seller to engage as a public
service corporation in the sale of water for domestic, commercial
and other uses in its Certificated Area; and
WHEREAS, the Town of Oro Valley desires to own and operate
water utility systems within and without its Town limits and to
provide its residents with direct control over the rates , quality,
water resources management , service and other policies and
practices relating to the provision of water utility service to its
residents ; and
WHEREAS, the Town of Oro Valley is duly authorized by virtue
of (i) the laws of the State of Arizona and (ii) an election held
in March , 1993 , pursuant to Arizona Revised Statutes Section 9-514 ,
to purchase or lease any plant or property or portion thereof
devoted or which may be devoted to the business of providing public
utility water service within and without the Town limits ; and
WHEREAS, the Town of Oro Valley was previously party to an
action in condemnation against Seller which action was subsequently
dismissed by virtue of a settlement agreement entered into between
the Town of Oro Valley and Seller; and
WHEREAS, the Town of Oro Valley continues to have the legal
authority under Arizona law to acquire water utility systems
through the power of condemnation; and
WHEREAS, in lieu of condemnation the Town of Oro Valley and
Seller entered into negotiations for the sale and purchase of
Seller' s water utility system assets in order to avoid the expenses
of a condemnation action; and
WHEREAS, Buyer is a non-profit corporation organized and
existing under the laws of the State of Arizona which was formed to
assist the Town of Oro Valley in financing the costs of acquisition
of
privatelyowned water utility systems which serve residents of
Town of Oro Valley in furtherance of the aforesaid goals and
the
objectives of the Town of Oro Valley; and
WHEREAS, Buyer (i) desires to acquire ownership of the Rancho
Vistoso Water Company water utility system assets within the town
limits of the Town of Oro Valley, and (ii) will simultaneously
lease such assets to the Town of Oro Valley upon closing of the
sale of such assets to Buyer; and
WHEREAS, Seller participated in negotiations for the sale of
Seller' s water utility system assets to Buyer in recognition of
Buyer' s s interest in assisting the Town of Oro Valley in its desire
to
rovide public water utility service to its residents ; and
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WHEREAS, the parties have voluntarily bargained and negotiated
in good faith to determine the price, terms and conditions of such
a
sale, which is to be consummated through Buyer' s exercise of its
borrowing power; and
WHEREAS , Seller recognizes and hereby acknowledges that the
bargained for sale of its water utility system assets is to be
financed nced throu h the sale aid issuance of water company acquisition
bonds issued by Buyer; and
WHEREAS, Seller is desirous of selling its water utility
assets to Buyer, but excluding therefrom cash and Accounts
Receivable, and certain enumerated liabilities, • under the price,
terms and conditions set forth herein; and
WHEREAS , the Board of Directors of the Town of Or Malley
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Municipal Property Corporation have by Resolution No . (R) Y-6-0L/ ,
authorized the execution of this Agreement, to which Resolution
this Agreement is an exhibit ; and
WHEREAS, the Mayor and Council of the Town of Oro Valley have
by
Resolution No . (R) 96- 12-- approved the execution and delivery
of this Agreement, to which Resolution this Agreement is exhibit .
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NOW THEREFORE, IN CONSIDERATION of the foregoing Recitals, and
the mutual promises, covenants and agreements hereinafter
contained, and each act of the parties hereto, the parties agree as
follows :
Section 1 . Definitions .
Unless the context clearly indicates the contrary, the
following capitalized words used in the Recitals and used below
shall have the meanings set forth below:
Accounts Receivable : Any right for the payment to Seller for
services or goods provided or rendered, whether or not evidenced by
an instrument or chattel paper, arising out of or in any way
related to the Business prior to Closing.
•
Aid in Construction Agreements : Those line extension
agreements between Seller and third parties, as set forth on
Exhibit "A" attached hereto .
Agreement : This Asset Purchase Agreement for Purchase and
Sale of the Assets .
Assets : Collectively, the Property, Improvements, Equipment,
Inventory, Contract Rights and Records owned and used by Seller in
connection with the Business and to be purchased by Buyer pursuant
hereto . The Assets to be sold by Seller and purchased by Buyer
pursuant to this Agreement are set forth on Exhibit "B" . Those
tangible personal property assets not to be included within this
sale transaction are set forth on Exhibit "C" .
Assignments : Those certain documents to be given by Seller to
Buyer conveying all of its interest in the Contract Rights .
Bill of Sale : That certain document to be given by Seller to
Buyer conveying all of its interest in and to the Equipment and
Records .
Business : That certain business known as Rancho Vistoso Water
Company currently owned by Seller and engaged as a public service
corporation in the sale of water for domestic, commercial and other
uses in its Certificated Area pursuant to Certificates of
Convenience and Necessity issued by the Arizona Corporation
Commission (Commission) , and other related services in connection
therewith.
Buyer : TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, a
non-profit corporation organized and existing under the laws of the
State of Arizona .
Buyer' s Address : c/o Town Manager, Town of Oro Valley, 11000
N. La Canada, Oro Valley, Arizona 85737 .
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Certificates of Convenience and Necessity: Those certain
Certificates of Convenience and Necessity issued by the Commission
in the Decisions listed in Exhibit "D" , authorizing Seller to
engage as a public service corporation in the sale of water for
domestic, commercial and other uses in its Certificated Area .
Certificated Area : The areas set forth in Exhibit "E" in
which Seller conducts its Business, which areas are more
particularly shown on the map of the existing service area attached
hereto as Exhibit "F" , which map is for the purposes of showing the
boundaries of the Certificated Area, size and extent of water mains
and pipes, easements, and any other areas served by the Business .
Closing; Date of Closing: That point in time when (a) all of
Seller' s obligations and Buyer' s obligations hereunder have been
fulfilled; (b) the Escrow Agent has received all funds, is prepared
to disburse the same in accordance with this Agreement and has
recorded all of the Transfer Instruments; and (c) the Escrow Agent
has disbursed all of the sale' s proceeds as required by this
Agreement .
Contract Rights : The right to have services or goods provided
to the Business by third persons .
Creditors : Any and all persons or entities to whom Seller
owes money, goods or services .
Equipment : Tangible personal property, whether affixed or not
to the Property, which has been acquired or is under assumable
lease (s) to Seller for use primarily in the Business , including but
not limited to all equipment used in the operation of wells and
tanks, the water distribution system, office equipment and motor
vehicles , as listed in Exhibit "G" .
Escrow Agent : To be determined by Buyer.
Improvements : Wells , tanks , water lines and distribution
systems, and any other structures or tangible property used in
connection with the water production and distribution system.
Inventory: Goods which are held by Seller for the treatment
of water or otherwise used or consumed in connection with the
Business , in the ordinary course of operating its Business .
Non-Terminated Aid in Construction Agreements : Those Aid in
Construction Agreements which have not been released by Seller on
or before Closing.
Permitted Encumbrances : Those matters of record set forth on
Schedule B of the Preliminary Title Report which Buyer accepts in
writing for purposes of closing, and such other matters approved in
writing by Buyer .
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Property: All well sites, easements, licenses and other real
property interests located in the Town of Oro Valley and described
in Exhibit "H" attached hereto, includingall Improvements,
fixtures and any other rights and appurtenances pertaining thereto
which are used by Seller in the Business .
Purchase Price : The sum of TEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($ 10 , 500 , 000) which is the total purchase price for the
Assets, as set forth at and subject to the provisions of Section 3
of this Agreement .
Records : All of Seller' s service agreements, service and
repair records, water treatment records, hydrology and assured
water supply studies and reports , Department of Water Resources
filings and correspondence, Central Arizona Groundwater
Replenishment District filings and correspondence, customer data
base information (including master file information, billing
histories, complaints) , meter reading information, and other
related documents arising out of or in any way relating to the
Business and/or the Assets .
Seller: RANCHO VISTOSO WATER COMPANY, an Arizona corporation.
Seller' s Address : c/o Dick Maes, 5861 N. Kyrene, Suite 1 ,
Tempe, Arizona 85283 .
Title Insurer: To be determined by Buyer.
Transfer Instruments : Those instruments customarily required
for the transfer of the Assets , including, but not limited to :
(i) Special Warranty Deed to the Property;
(ii) Affidavit of Value :
(iii) Foreign Investment . in Real Property Tax Act
Affidavit ;
(iv) Bill of Sale to all personal property.
(v) Assignments as to all Contract Rights, franchise
rights and certificates which are transferable .
Section 2 . Conveyance of Business Assets.
Subject to the conditions and limitations set forth herein,
Seller hereby agrees to sell and Buyer hereby agrees to purchase
the Assets . Seller agrees to provide Buyer with good and
marketable title to the Assets, and, at Closing, to convey such
title with a warranty by Seller that the Assets are not subject to
any security interests , liens or encumbrances except Permitted
Encumbrances .
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2 . 1 Equipment, Inventory and Records .
The Equipment, Inventory and Records shall be conveyed at
Closing by the execution and delivery by Seller of the Bill of
Sale . The Bill of Sale shall include a list identifying all
Equipment and shall be in the form of Exhibit "I" attached
hereto .
2 . 2 Contract Rights .
To the extent that any person shall be required to consent to
the transfer of Contract Rights , then Seller shall obtain that
consent in writing as a condition of Closing.
2 . 3 Property.
ConveyanceProperty of the Pro ert shall be by Special Warranty Deed,
subject only to Permitted Encumbrances . The conveyance shall
also be subject to the standard exceptions contained in the
final title policy to be given by Seller to Buyer and free and
clear of all other liens and encumbrances .
2 . 3 . 1 Title Insurance . Seller shall furnish Buyer at
Closing with a standard owner' s title insurance policy in
the amount of the Purchase Price insuring Buyer' s
interest in the Property, subject only to those
exceptions described in Section 2 . 3 above .
2 . 3 . 2 Title Defects . In the event the Title Insurer is
unable or otherwise refuses to issue said title insurance
policy to Buyer as of the Date of Closing, subject only
to the matters described and approved, then and in such
event , Escrow Agent shall withhold from the Closing
proceeds such amounts of money up to but not exceeding
$1, 000 . 00 as are sufficient to remove any impediment to
the issuance of such policy. If the policy still cannot
be issued by the application of Closing proceeds to
remove a lien or impediment, then Buyer shall have the
right , at Buyer' s sole election, to terminate this
Agreement and receive a full refund of all money on
deposit, with any accrued interest thereon, and Buyer
shall have no further obligation hereunder. In the
alternative, Buyer may elect to close this transaction
and waive the objectionable item, provided Buyer closes
within fifteen days of the original Closing Date .
2 . 3 . 3 Condition of Title . Seller shall preserve title
to the Property and at the time of closing shall deliver
the Property in substantially as good condition
with respect to title as of the date of the Preliminary
Title Report, except to remove an objectionable item.
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2 . 4 Limitations .
The purchase of the Assets pursuant hereto shall not
constitute a purchase of Seller by Buyer nor render Buyer a
successor in interest to Seller. This Agreement is limited to
the purchase and sale of the Assets only and Buyer is not
assuming any liabilities of Seller with respect to the Assets
or the Business which may exist at any time prior to their
transfer hereunder.
Section 3 . Purchase Price.
3 . 1 Total Purchase Price .
Subject to Subsections 3 . 1 . 1 and 3 . 1 . 2 below, Buyer agrees to
pay Seller as the total Purchase Price for Seller' s interest
in the Assets, the sum of TEN MILLION FIVE HUNDRED THOUSAND
DOLLARS ($ 10 , 500 , 000) payable as follows :
3 . 1 . 1 Buyer' s Right of Verification. Buyer shall have
seven (7) days from the date of execution of this
Agreement to verify by independent means of Buyer' s
choosing that the condition and value of the Assets are
as Seller has represented during the course of the
parties' negotiations, or, alternatively, that the
condition and value of the Assets are acceptable to Buyer
and warrant its proceeding to consummate the purchase
contemplated by this Agreement . In the event that
Seller' s representations are not verified and Buyer is
not otherwise satisfied as to the condition and value of
the Assets as determined by Buyer or its designee , Buyer
may cancel this Agreement by promptly providing Seller
with written notice to that effect .
3 . 1 . 2 Cash at Closing. Contingent upon Buyer' s having
sold the water company acquisition bonds contemplated by
this Agreement , Buyer shall deposit the sum of TEN
MILLION FIVE HUNDRED THOUSAND DOLLARS ($10 , 500 , 000) , in
cash or other certified funds , at Closing (subject to
adjustment for costs and prorations as set forth herein) .
3 . 2 Allocation.
Pursuant to Section 1060 of the Internal Revenue Code, the
consideration for the Assets shall be allocated in accordance
with the form of Exhibit "J" .
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Section 4 . Regulatory Contingency.
4 . 1 Contingencies .
Buyer' s obligations under this Agreement are not contingent
upon Seller obtaining the approval of the Commission for the
sale of Seller' s Assets . However, closing under this
Agreement shall not occur until such approval (s) as are
legally required have been obtained and placed in Escrow.
Seller shall assume all risks and liabilities associated with
compliance with the regulatory authority of the Commission
regarding this Agreement .
Section 5 . Representations and Warranties By Seller.
5 . 1 Seller' s Representations .
Except as otherwise set forth in this Agreement, and in
addition to all other covenants , warranties and
representations of Seller herein, Seller hereby represents and
warrants to Buyer the following:
5 . 1 . 1 Seisin. Seller is the owner of and has good and
marketable title to the Assets to be conveyed hereunder.
5 . 1 . 2 . Disclosed Agreements . Except for this Agreement,
Seller has entered into no agreement currently in effect
to sell the Assets .
5 . 1 . 3 Liabilities . Seller has no actual knowledge of
any judgments , liens, actions or proceedings pending
against Seller, the Business or the Assets which would
adversely affect this transaction or the title which
Buyer will receive, other than as set forth in the
Preliminary Title Report .
5 . 1 . 4 Liens . No judgments, liens, security interests or
other monetary obligations against the Assets will be
outstanding at the time of Closing, except Permitted
Encumbrances and current real estate taxes which are not
yet due and payable .
5 . 1 . 5 Labor, Materials . All bills and invoices for
labor and materials furnished to or on behalf of the
Business or the Assets which have been incurred by Seller
prior to the time of conveyance and transfer to Buyer, if
any, will be paid by Seller and acknowledged in writing
as paid by the laborer or supplier, as the case may be .
5 . 1 . 6 Proceedings . Seller does not have actual
knowledge of any actions or proceedings by any person or
governmental entity or any other facts or circumstances,
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including any causes of action, lawsuits or claims,
whether existing or threatened, which might materially
and adversely affect the Business or the Assets, except
as set forth in Exhibit "K" .
5 . 1 . 7 No Breach. Neither the execution and delivery of
this Agreement nor the consummation of the transaction
contemplated by this Agreement will result (either
immediately or after the passage of time and/or the
giving of notice) in a breach or default by Seller under
any agreement or understanding to which Seller is a party
or by which Seller may be bound or which would have an
effect upon Seller' s ability to fully perform its
obligations under this Agreement .
5 . 1 . 8 . No Bankruptcy. Seller has not (a) made a general
assignment for the benefit of creditors, (b) filed any
voluntary petition or suffered the filing of an
involuntary petition by Seller' s creditors, (c) suffered
the appointment of a receiver to take all, or
substantially all, of Seller' s assets , (d) suffered the
attachment or other judicial seizure of all, or
substantially all , of Seller' s assets , or (e) admitted in
writing its inability to pay its debts as they fall due,
and no such action is threatened or contemplated.
5 . 1 . 9 Best Actual Knowledge . All information prepared
by Seller and provided or to be provided by Seller to
Buyer and all representations by Seller are accurate to
the best of Seller' s actual knowledge without Seller
having made any specific investigation thereof ; as to all
other information provided or to be provided by Seller to
Buyer, Seller knows of no inaccuracies .
5 . 1 . 10 Regulations . To the best of Seller' s actual
knowledge, there are currently no violations of any
applicable zoning regulation or ordinance or other law,
order, ordinance, rule, regulation or requirement , or of
any covenant, condition or restriction affecting or
relating to the use or occupancy of the Assets from any
governmental agency having jurisdiction over the Assets
or from any other person entitled to enforce the same .
5 . 1 . 11 Permits . Seller has all permits , licenses ,
authorization and approvals required by law or any
governmental agency to conduct the Business .
5 . 1 . 12 Condemnation. To the best of Seller' s knowledge,
there are no pending or threatened condemnation or
eminent domain proceedings which would affect the Assets .
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5 . 1 . 13 Disclosure . None of the representations or
warranties made by Seller in this Agreement, nor any
document, statement , certificate, schedule or other
information furnished or to be furnished to Buyer
pursuant to this Agreement or in connection with the
transaction contemplated hereunder contains , or will as
of the Closing Date contain, any untrue statement or a
material fact, or omits, or will as of the Closing Date
omit, to state a material fact necessary to make the
statements of facts contained therein not misleading.
5 . 1 . 14 Creditors . As of the Closing, except as set
forth in Section 7 , all bills and invoices for goods and
services related to or which are a part of the Business
or the Assets, if any, shall be paid; all Creditors shall
beP aid; all employees (if any) and salaries , wages,
bonuses, vacation pay and benefits accrued up to the date
of Closing shall be paid; all withholdings, payroll
taxes , unemployment insurance, worker' s compensation
benefits, and all other similar payments shall be paid
current to the date of Closing; and no claims by
Creditors shall exist which may encumber the Assets .
5 . 1 . 15 Organization. Seller has been duly formed and
presentlyexists as an Arizona corporation, and has the
full right and authority to enter into this Agreement , to
consummate the sale contemplated herein and to observe
andP erform all of its covenants and obligations
hereunder. The person executing this Agreement and any
other document required hereby has full authority to act
on behalf of and to bind the Seller in and to the
obligations imposed on it by this Agreement .
5 . 1 . 16 Commissions . Seller has made no agreements
respecting commissions or brokerage fees in connection
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herewith.
5 . 1 . 17 Department of Water Resources ( "DWR" ) . Seller' s
current status with DWR is as summarized on Exhibit "L" .
Buyer shall have no responsibility for any liability of
Seller assessed by DWR under the First or Second
Management Plans .
5 . 1 . 18 Environmental Regulations . In addition to all
other covenants, warranties and representations of Seller
herein, Seller hereby represents and warrants to the
Buyer that the Assets to be conveyed hereunder are, to
the knowledge and belief of Seller, in compliance with
all current applicable environmental , health and safety
laws and regulations .
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5 . 2 Buyer' s Representations .
Buyer hereby represents to Seller as follows :
5 . 2 . 1 Authority. Buyer has been duly formed and
presently exists as a non-profit corporation under the
laws of the State of Arizona, and the entering into of
this Agreement and the performance of Buyer' s obligations
hereunder have been duly authorized by all proper and
necessary actions, and do not violate any applicable
governmental statute, rule, regulation, ordinance,
contract or other restriction. The person executing this
Agreement and any other documents required hereby has
full authority to act on behalf of and to bind the Buyer
in and to the obligations imposed on it by this
Agreement .
5 . 2 . 2 Commissions . Buyer has made no agreements
respecting Commissions or brokerage fees in connection
herewith.
Section 6 . Indemnification.
6 . 1 Seller.
Seller shall indemnify, defend and hold Buyer harmless against
and in respect of :
6 . 1 . 1 All liabilities and obligations of , or claims
against, the Assets not expressly assumed by the Buyer
herein;
6 . 1 . 2 Any damage or deficiency prior to Closing
resulting from any misrepresentation, breach of warranty
or nonfulfillment of any agreement on the part of the
Seller hereunder or from any misrepresentation in or
omission from any certificate or other instrument
furnished or to be furnished to the Buyer under this
Agreement ; and
6 . 1 . 3 All actions , suits, proceedings, demands, claims ,
assessments, judgments, costs and expenses incident to
any of the foregoing or any obligations or liabilities of
Seller in .connection with the Assets transferred
hereunder arising out of the Business prior to the date
of Closing.
promptly Buyer shall notify Seller in writing of any
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claim, act or notice which could give rise to a claim of
indemnification under this Agreement . If Seller desires
to contest the claim, it shall do so at its sole cost and
expense without reimbursement from Buyer and shall keep
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Buyer advised as to the status of the defense as
reasonably required by Buyer. If Seller shall fail to
successfully contest a claim as provided for above ; pay
a claim or final judgment rendered against it ; or remove
any lien or attachment within ten (10) days after
imposition, then Buyer may, but shall not be obligated
to, pay any such claim, judgment or lien. In the event
of such payment by Buyer, Buyer shall be entitled to an
offset in the amount so paid by Buyer, plus costs , actual
attorneys' fees and costs, and interest at the legal rate
in connection therewith. In the event Buyer claims any
such offset hereunder, Buyer shall so notify Seller in
writing. Any amount due Buyer not paid by such offset
shall be immediately due and payable by Seller . This
provision shall survive Closing.
6 . 2 Buyer.
Buyer shall indemnify, defend and hold Seller harmless against
and in respect of :
6 . 2 . 1 Any costs , expenses , damages or deficiencies
resulting from any misrepresentation, breach of warranty
or nonfulfillment of any agreement on the part of Buyer
hereunder or from any misrepresentation in or omission
from any certificate or other instrument furnished or to
be furnished to Seller by Buyer under this Agreement :
Seller shall promptly notify Buyer in writing of any
claim, act or notice which could give rise to a claim of
indemnification under this Agreement . Seller shall not
settle, pay or confess judgment with regard to such claim
if Seller receives from Buyer within fifteen (15) days
after the aforesaid notice of such claim a statement in
writing by Buyer that Buyer will diligently defend the
claim. If Buyer desires to contest the claim, it shall
do so at its sole cost and expense without reimbursement
from Seller and shall keep Seller advised as to the
status of the defense as reasonably required by Seller.
If Buyer shall fail to successfully contest a claim as
provided for above; pay a claim or final judgment
rendered against it ; or remove any lien, or attachment
within ten (10) days after imposition, then Seller may,
but shall not be obligated to, pay any such claim,
judgment or lien. In the event of such payment by
Seller, the amount of such payment plus costs, and actual
attorneys' fees together with interest thereon at the
legal rate per annum shall be paid by Buyer to Seller
within thirty (30) days . This provision shall survive
Closing.
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Section 7 . Aid in Construction Agreements .
7 . 1 Seller' s Responsibility.
7 . 1 . 1 Seller shall be responsible for satisfying and
obtaining the release of all Aid in Construction
Agreements prior to Closing, in accordance with any
requirements established by the Commission.
7 . 1 . 2 At Closing, Seller shall provide Buyer a
certificate listing those Aid in Construction Agreements
which have been released.
7 . 1 . 3 In the event there are any Non-terminated Aid in
Construction Agreements which have not been satisfied and
released, it shall be Seller' s sole responsibility, in
accordance with any requirements established by the
Commission, to make any annual refund payments due to the
holders of such Non-terminated Aid in Construction
Agreements from the proceeds paid by Buyer to Seller. At
Closing, Seller shall establish a Non-terminated Aid in
Construction Agreement Escrow Account for such purpose
and deposit funds sufficient to satisfy the estimated
annual payments on for all such Non-terminated Aid in
Construction Agreements .
7 . 1 . 4 Seller shall provide all documentation of the
status of terminated and Non-terminated Aid in
Construction Agreements , at the sole cost and expense of
Seller, as may be required by the Commission.
7 . 2 Buyer' s Responsibility.
7 . 2 . 1 Buyer acknowledges that Seller will need access to
information concerning those Non-terminated Aid in
Construction Agreements which have not been released as
of Closing in order for Seller to be able to service its
financial obligations thereunder, and agrees to provide
Seller with such access as may reasonably be requested.
7 . 2 . 2 Seller agrees to notify Buyer when it has
satisfied, compromised or otherwise been. released from
any Non-terminated Aid in Construction Agreement after
Closing.
7 . 2 . 3 Thep arties agree to cooperate after Closing in the
monitoring of Non-terminated Aid in Construction
Agreements .
7 . 2 . 4 Buyer (or its lessee) will specifically provide
Seller with total water revenues data regarding each Non-
terminated Aid in Construction Agreement for the period
13
July 1 through June 30 of each year in which a continuing
obligation for refund exists, such data to be provided to
Seller no later than July 31 of each year. Seller will
provide the necessary lot and development information.
Buyer shall track and maintain new meter revenues for
meters added to subdivisions for which Non-terminated Aid
in Construction Agreements exist .
Section 8 . Escrow Agent.
8 . 1 Closing Agent .
The Escrow Agent shall serve as the Closing agent for this
transaction.
8 . 2 Delivery of Transfer Instruments .
The Transfer Instruments and any other documents required by
this Agreement or applicable laws shall be placed by the
parties into escrow with the Escrow Agent and shall be
delivered to the appropriate party upon Closing.
8 . 3 Other.
The Escrow Agent agrees to do all things reasonably required
by the terms of this Agreement to close this transaction.
Section 9 . Closing Date.
The Closing of this sale shall take place on or about the 1st
day April,A ril, 1996 . In the event the parties wish to extend the
Closing Date, they may do so provided a written instrument is
executed by the parties and delivered to the Escrow Agent setting
a new date for Closing. The new Closing date shall also be the new
date for proration.
Section 10 . Closing Documents .
10 . 1 Seller' s Deposits .
Prior to Closing, Seller shall deposit in escrow for delivery
to Buyer, the following:
10 . 1 . 1 The Transfer Instruments required by this
Agreement .
10 . 1 . 2 Any other documents or instruments required by
this Agreement .
10 . 1 . 3 . Any other instruments necessary to or reasonably
required by Buyer to effectuate the transaction
contemplated herein.
14
10 . 2 Buyer' s Deposits .
Prior to Closing, Buyer Bu er shall deposit in escrow for delivery
to Seller the following:
10 . 2 . 1
All sums required of Buyer to close this
transaction.
10 . 2 . 2 Such Transfer Instruments as are required of
Buyer.
10 . 2 . 3 Any
other instruments necessary to or reasonably
required
bySeller to effectuate the transaction
contemplated herein.
Section 11. Costs .
n and/or expenses connected with the transfer
Costs of Closing / p
of the Assets Buyer and the sale thereof shall be divided between
and
Seller, and paid through escrow, as follows :
11 . 1 Attorneys' Fees .
Each party pay shall a its own attorneys' fees and costs .
11 . 2 Escrow Fees .
The escrow fee
and all filing and recording fees shall be
-� between Buyer and Seller, to the extent that
divided equally Y
such recording fees or filing fees are for the Transfer
Instruments .
If anyrecording fees or filing fees are
necessary as a
result of recordings required to clear title,
they shall be paid by Seller.
11 . 3 Title Insurance .
standard title insurance policies
premium for the requiredivided equally
provided byq
to be this Agreement shall be d
the difference between
Parties . Buyer shall pay
between the y
the standard premium and an extended premium, if any.
Section 12 . Prorations .
All of the following
in 12 . 1 and 12 . 2 shall be prorated as of
12 :01 a .m.on the Date of Closing.
12 . 1 Taxes .
All current
real estate taxes against the Property. Any
delinquent taxes, penalties and interest thereon for the
Property, and taxes currently
due and owing for the second half of 1995, shall be paid by Seller on or before Closing.
15
12 . 2 Assessments .
All current assessments, both principal and interest, against
the Property. Any delinquent amounts shall be paid by Seller
on or before Closing.
12 . 3 Other.
12 . 3 . 1 Insurance shall be canceled by Seller as of
Closing.
12 . 3 . 2 Telephone bills and listings shall be prorated.
12 . 3 . 3 Utility service shall be transferred by Seller to
Buyer as of Closing.
12 . 3 . 4 Utility deposits,de osits, if any, shall be returned to
Seller, and Buyer shall make its own utility deposit
arrangements .
12 . 3 . 5 Assumable maintenance contracts for services,
supplies or Equipment as listed on Exhibit "M" , as
approved byBuyer in writing, shall be prorated as of
pp Y
Closing.
12 . 3 . 6 Assumable leases for Equipment (including
vehicles, if anY) , as approved by Buyer in writing, shall
be prorated as of Closing.
12 . 3 . 7 Personal property tax shall be prorated as of
Closing.
12 . 3 . 8 Billing and collections shall be prorated in
accordance with Section 19 .
12 .4 Buyer' s Tax Exempt Status .
With reference to Subsections 12 . 1 and 12 . 3 . 7 above, nothing
herein shall be deemed to create a tax liability for Buyer
which would otherwise not exist .
Section 13 . Risk of Loss .
13 . 1 Prior to Closing.
The
risk of loss for damage by fire or other casualty, or the
kin byeminent domain, until Closing, shall be assumed by
taking of Seller. Upon the happening
and shall be the responsibility P
anymaterial loss and within ten (10) business days after
of
notification thereof, Buyer may elect in writing to terminate
this Agreement or close the sale . If any election to
terminate the Agreement is made, any money on deposit shall be
16
returned to Buyer with accrued interest thereon and this
Agreement shall thereupon become null and void. In the
alternative, if an election to proceed with Closing is made by
Buyer, any insurance proceeds and/or condemnation award in
connection with the loss shall be given to Buyer, but there
shall be no adjustment to the Purchase Price unless otherwise
agreed to by Seller and Buyer in writing.
13 . 2 After Closing.
The risk of loss or damage by fire or other casualty, or the
taking by eminent domain, shall be assumed by Buyer after the
Closing date .
Section 14 . Insurance.
Buyer shall place its own insurance coverage on the Assets and
Seller shall terminate any insurance coverage it may have as of
Closing. Escrow Agent shall not be responsible for monitoring this
change .
Section 15 . Assignment of Agreement.
The rights of any party under this Agreement are not
assignable without the prior written consent of the other party,
which shall not be unreasonably withheld.
It is expressly understood and agreed upon by Seller that
Buyer will simultaneously upon Closing lease the Assets to the Town
of Oro Valley, an Arizona municipal corporation, which shall assume
the responsibilities and obligations of providing municipal water
service to the water utility customers of Seller, effective upon
Closing.
Section 16 . Default.
16 . 1 . 1 Non-Monetary Default . For the purposes of this
Section 16 , a "Non-Monetary Default" shall mean the
failure of Seller to close this transaction after Buyer
has tendered full performance when that failure is the
result of any bona fide action by a third party
encumbering the Assets by creating a cloud on the title
of Seller' s ownership status which is not practicably
susceptible to financial satisfaction prior to Closing
and which did not exist when the Preliminary Title Report
was received by Buyer.
16 . 1 . 2 Monetary Default . For the purpose of this
Section 16 , a "Monetary Default" shall mean the failure
of Seller to close this transaction after Buyer has
tendered full performance, when that failure is a result
of a monetary lien or encumbrance upon the Assets , which
17
lien or encumbrance was not disclosed in the Preliminary
Title Report when received by Buyer and which can be
cured by the application of a portion of the Closing
proceeds .
16 . 1 . 3 Seller' s Willful Refusal . For the purpose of
this Section 16 , "Seller' s Willful Refusal" shall mean
the failure of Seller to close this transaction, without
cause, after Buyer has tendered full performance .
16 . 1 . 4 Remedies . In the event of a Default by Seller,
Buyer' s exclusive remedies shall be as follows :
16 . 1 . 4 . 1 In the event of a Non-Monetary Default,
Buyer shall have ten (10) business days following
such default in which to elect in writing to
terminate this Agreement or waive the Non-Monetary
Default and close this transaction. In the event
Buyer elects to terminate this Agreement, this
Agreement shall thereupon be null and void. If
Buyer elects to waive the Non-Monetary Default and
close the transaction, then the sale shall close
within ten (10) business days after Buyer' s written
notice to close . There shall be no adjustment in
the Purchase Price and Buyer shall accept whatever
title Seller may be able to convey. If Seller
still refuses or is unable to close, then Buyer may
elect to pursue Buyer' s legal and equitable
remedies as they may be available at law, including
the right of specific performance .
16 . 1 . 4 . 2 In the event of a Monetary Default, the
Escrow Agent is hereby instructed to withhold from
Seller' s proceeds from the Closing a sufficient
amount to cure the Monetary Default .
16 . 1 . 4 . 3 In the event of Seller' s Willful Refusal,
then Buyer shall be entitled to pursue its legal
and equitable remedies as they may be available at
law, including the right of specific performance .
16 . 2 Buyer' s Default .
In the event Buyer fails to close this transaction, Seller
shall be entitled to pursue all its rights and remedies at law
and in equity, including the right of specific performance .
The parties specifically agree that the provisions of A.R. S .
Section 33-741, et seq. shall not apply to this Agreement .
18
Section 17 . Customer Deposits .
17 . 1 Seller' s Responsibility.
17 . 1 . 1 Seller shall retain all customer deposits and
meter deposits and Buyer shall not receive any credit
against the Purchase Price therefor.
17 . 1 . 2 Seller shall be responsible for refunding all
customer deposits and meter deposits , and shall do so in
accordance with any requirements established by the
Commission. Seller shall be entitled to offset customer
deposits and meter deposits against amounts due from
customers, in accordance with any requirements
established by the Commission. Seller shall refund the
remaining balance of customer deposits and meter deposits
as a credit to the final month' s water service billing
rendered by Seller, and shall provide documentation of
same to Buyer and to the Commission.
Section 18 . Employees .
18 . 1 Seller' s Responsibilities .
18 . 1 . 1 Seller shall be responsible for paying all FICA,
existing benefits and accrued vacation pay to all
employees employed by Seller as of Closing.
18 . 1 . 2 Seller shall terminate the employment of all
remaining employees as of midnight on the date of
Closing.
18 . 1 . 3 Seller shall not make any salary adjustments , nor
hire additional employees or promote any employees after
the date of this Agreement without the written consent of
Buyer.
18 . 1 .4 All independent contract employees (if any) will
be canceled upon the effective date of transfer of the
Assets to Buyer.
18 . 2 Buyer' s Responsibilities .
Buyer shall take reasonable steps to provide that its
lessee (the Town of Oro Valley) will offer employment to
the employees of Seller effective the next day after
Closing, according to the Town of Oro Valley' s then
existing personnel guidelines .
19
Section 19 . Meter readings and Billings .
19 . 1 Meter Readings .
19 . 1 . 1 The parties agree that it would be impractical to
read all of the customer meters on the date of Closing.
Therefore, meter readings shall continue in the usual
course of business during the month of Closing and for
the month after Closing.
19 . 1 . 2 Seller shall continue to bill in its usual
sequence during the month immediately prior to Closing.
19 . 1 . 3 Buyer (or its lessee) shall begin billing after
Closing. However, as the initial billings will be for
service rendered by Seller, Buyer shall render such
billings at the same rate as charged by Seller for any
water use that occurred while Seller was still the owner
of the Assets . Buyer shall collect for Seller' s sale of
water and remit those collections to Seller within thirty
(3 0) days of receipt of payments . The remittance shall be
based on the amount collected for the billing period, but
prorated based on the number of days of service rendered
in the billing period prior to Closing covered by the
bill . Buyer' s (or its lessee' s) rates and charges for
water service shall become effective for billings
representing a full month of water service after Closing.
Section 20 . Miscellaneous Provisions .
20 . 1 Notices .
All notices and communications hereunder shall be in writing
and shall be given by personal delivery or mailed first class,
registered or certified mail , postage prepaid, and shall be
deemed received upon the earlier of actual delivery or one
hundred twenty (12 0) hours after deposit in the United States
Mail as aforesaid. Notices to Seller or Buyer as the case may
be shall be delivered or mailed to the addresses set forth in
Section 1 of this Agreement . In addition, a copy of the
notice shall be mailed or delivered to the Escrow Agent in
care of the address set forth in Section 1 , and a copy shall
also be sent to :
For Rancho Vistoso Water For Town of Oro Valley
Company : Municipal Property
Corporation:
Dick Maes Chuck Sweet
Rancho Vistoso Water Company Town Manager
5861 N. Kyrene, Suite 1 Town of Oro Valley
Tempe, Arizona 85283 11000 N. La Canada
Oro Valley, Az 85737
20
20 . 2 Nature of Agreement .
20 . 2 . 1 Agreement Negotiated. The terms and provisions
of this Agreement represent the results of negotiations
between Seller and Buyer, each of which has been
represented by counsel or representation of its own
choosing and none of which have acted under duress or
compulsion, whether legal, economic or otherwise .
Consequently, the terms and provisions of this Agreement
shall be interpreted and construed in accordance with
their usual and customary meanings, and Seller and Buyer
hereby waive the application of any rule of law which
would otherwise be applicable in connection with the
interpretation and construction of the Agreement ,
including (without limitation) any rule of law to the
effect that ambiguous or conflicting terms or provisions
contained in this Agreement shall be interpreted or
construed against the party whose attorney prepared the
executed draft or any earlier draft thereof .
20 . 2 . 2 Integration. All understandings and agreements
heretofore had between the parties are merged into this
Agreement which alone fully and completely expresses
their agreement ; the same is entered into after full
investigation and neither party is relying upon any
statements or representations by the other not embodied
in this Agreement .
20 . 2 . 3 Other Inducements . The parties agree that there
are no promises , inducements, representations or
agreements in connection with this Agreement except those
specifically set forth herein in writing.
20 . 2 . 4 Modification . This Agreement may not be changed
orally, but only by an amendment in writing, signed by
the parties .
20 . 2 . 5 Other Agreements . Seller shall not enter into
any contracts , leases , agreements or amendments to
existing agreements or encumbrances affecting the Assets
while this Agreement remains in force or subsequent to
Closing of this transaction without the express written
consent of Buyer, other than to remove a matter which the
Title Insurer requires be removed in order to Close .
20 . 3 Relation of Parties .
20 . 3 . 1Agency.No A enc . It is expressly agreed and understood
by the parties hereto that neither party is the agent ,
partner, nor joint venture partner of the other . It is
also expressly agreed and understood that neither Seller
presY g
norBuyer an
has obligations or duties to the other
Y
except as specifically provided for in this Agreement .
21
20 . 4 Attorneys' Fees .
If any party art defaults hereunder, the defaulting party shall
pay the other party' s reasonable attorneys' fees , expert
witness fees , travel and accommodation expenses , deposition
and trial transcript costs, costs of court and other similar
costs or fees paid or incurred by the non-defaulting party by
reason of or in connection with the default (whether or not
legal or other proceedings are instituted) . In the event any
partyhereto finds it necessary to bring an action at law or
otherp roceeding against the other party to enforce any of the
terms, covenants or conditions hereof or any instrument
executed in pursuance of this Agreement, or by reason of any
breach hereunder, the party prevailing in any such action or
otherp roceedings shall be paid all costs and reasonable
attorneys' fees by the defaulting party, and in the event any
judgment is secured by such prevailing party, all such costs
and attorneys' fees shall be included in any such judgment ,
with attorneys' fees to be set by the court and not by the
jury. In the event the parties elect to arbitrate a dispute,
then this section shall also apply to arbitration, except that
thep rovis ions referring to a court shall refer to the
arbitrator.
20 . 5 Construction.
20 . 5 . 1 Time . Time is of the essence of this agreement .
However, if any action is required to be taken on a
Saturday, Sunday or legal holiday, the action shall be
deemed timely taken if it is taken on the next regular
business day.
20 . 5 . 2 Headings . The headings of this Agreement have
been inserted for convenience of reference only and are
to be ignored in any construction of the provisions
hereof . Whenever a personal pronoun is used in any one
gender, it shall be deemed to include all other genders
as the case may require, and the singular shall include
thep lural, and vice versa, unless the context indicates
to the contrary.
20 . 5 . 3 Adverbs . Whenever the terms "herein" ,
"hereunder" , "hereof" , "therefore" , "thereover" , or
similar terms are used, they shall refer to this entire
Agreement as a whole and shall not refer solely to any
particular section.
20 . 5 . 4 Exhibits . All recitals, schedules and exhibits
to this Agreement are fully incorporated herein as though
set forth at length herein.
22
20 . 5 . 5 State Law. This Agreement and the conveyance
provided for herein shall be governed by the laws of the
State of Arizona.
20 . 5 . 6 Counterparts . This Agreement may be executed in
counterparts, and the signature of any person required by
this Agreement shall be effective if signed on any and/or
all counterparts . All counterparts together shall be
considered one and the same Agreement .
20 . 6 Foreign Investment .
Seller shall fully comply with all applicable state and
federal laws governing foreign investment, including the
Foreign Investment in Real Property Tax Act and Section 1445
of the Internal Revenue Code, as amended from time to time,
and shall hold Buyer harmless from any claim or action arising
therefrom.
20 . 7 Forms .
Buyer and Seller agree that the forms described hereinbelow
shall be the forms, with attached exhibits to those forms as
reference exhibits, to be used by the parties to complete the
transaction contemplated by this Agreement, together with such
other forms as may be required to effectuate the Closing:
20 . 7 . 1 Form of Special Warranty Deed as shown on Exhibit
"N" attached hereto and made a part hereof .
20 . 7 . 1 Form of Assignment of Easements and Property
Rights as shown on Exhibit "0" attached hereto and made
a part hereof .
20 . 7 . 3 Form of Bill of Sale as shown on Exhibit "P"
attached hereto and made a part hereof .
20 . 7 . 4 Form of Certificate of Excluded Property as shown
on Exhibit "Q" attached hereto and made a part hereof .
20 . 7 . 5 Form of Certificate RE RUCO and ACC Assessments as
shown on Exhibit "R" attached hereto and made a part
hereof .
20 . 7 . 6 Form of Assignment and Assumption of Maintenance
Agreements, Service Contracts and Warranties as shown on
Exhibit "S" attached hereto and made a part hereof .
20 . 7 . 7 Form of System Acceptance as shown on Exhibit "T"
attached hereto and made a part hereof .
23
20 . 7 . 8 Form of Assignment of Water Rights and Well Rights
as shown of Exhibit "U" attached hereto and made a part
hereof .
Section 21 . Bulk Sale Requirements .
In lieu of compliance with Article 6 (Bulk Transfers) of the
Arizona Commercial Code, A.R. S . Section 47-6101, et seq. , the
parties agree, as follows :
21 . 1 Indemnification.
As set forth above, Seller has agreed to convey the Assets
free of the claims of any creditors . Therefore, in the event
that any creditors make any claim against the proceeds of this
transaction and/or seek to set aside this transaction and/or
attach or impose a lien on the Assets, then Seller shall
indemnify, defend and hold Buyer harmless from any such
claims , as set forth under Section 6 . 1, above .
21 . 2 Buyer Not Liable for Seller' s Debts or Obligations .
Thep arties hereto specifically agree that Buyer shall not be
liable or obligated for any of Seller' s debts or obligations .
Accordingly, all such debts or obligations must be paid in
full as of Closing if they arose as a result of the purchase
or use of the Assets to be transferred hereunder.
Section 22 . Inspection, Acceptance and Maintenance of Assets .
22 . 1 Buyer.
Buyer acknowledges that as of the date of this Agreement, it
will have inspected the condition of such of the Assets as it
deems reasonably necessary, and accepts the Assets in such
condition, subject to Section 5 of this Agreement .
22 . 2 Seller .
Seller agrees to maintain the condition of the Assets in their
current condition, ordinary wear excepted, to the date of
Closing.
Section 23 . Northwest Area Agreement.
Thep arties to this Agreement understand and acknowledge that
Seller is ap arty to that certain 1979 agreement with the City of
Tucson, known as the Northwest Area Agreement, whereby Seller had
agreed to purchase wholesale Central Arizona Project Water from the
City of Tucson.
24
The Northwest Area Agreement provides at Article III , Section
3 that . . .
"the Northwest Area Water Plan may be modified as set out
in the Northwest Area Water Plan. " The 1979 Northwest Area Water
Plan provides at Page 36 , that " Changes to the location or sizing
g
of the Northwest Water Supply System shall be based upon design
criteria established in this plan or modified by mutual consent of
the City andparticipating artici ating private water companies . Such changes
willeffectuated bythe City, subject to unanimous approval of
be
participatingm
private water companies . " [E p
basis added]
Seller represents and warrants to Buyer that it has not
consented to nor approved changes in the location or sizing of
PP any
the Northwest Water Supply System since the original 1979 Northwest
P
Area Water
Plan was adopted in May, 1979 , and specifically, Seller
consented to nor approved the 1989 not pP 989 modifications proposed
by the City of Tucson to the Northwest Area Water Plan and the
Northwest Area Water Supply System.
presently Seller
is resentl withholding transfer of funds to the City
of Tucson collected by Seller pursuant to the Northwest Area
and tariffs approved by the Commission, and is in the
Agreement PP
process of pursuing a claim against the City of Tucson regarding
the ultimate disposition of these funds . These funds , commonly
referred to
as Northwest Area Development Fees, are not the
property of
Seller at this time , and may be subject to the right of
dispositionby
the Commission in the event the City of Tucson
agrees to allow the Seller to retain the disputed funds . Therefore
such funds that Seller is withholding from the City of Tucson are
not subject
to transfer and assignment to Buyer pursuant to this
Agreement . At
ClosingSeller will deposit said funds being withheld
City from the
of Tucson in a separate escrow account , the
disposition
of which will be subject to the result of the claim
process
between Seller and the City of Tucson, and in the event
Seller obtains the right to retain these funds , the final
disposition
of these funds will be subject to the approval by the
Commission.
Section 24 .
Central Arizona Groundwater Replenishment District.
Buyer understands and acknowledges that Seller is a service
area member of the Central Arizona Groundwater Replenishment
District (CAGRD) . Buyerand Seller agree that Seller' s membership
in the CAGRD is to be assumed by the Town of Oro Valley after
Closing of Agreement .A reement . It shall be the sole cost and
responsibility of the Town of Oro Valley to make such arrangements
as are necessary with the CAGRD to effect the assumption of
Seller' s
membershipin the CAGRD by the Town of Oro Valley. Seller
shall execute any and all documents necessary to effect the
membershipin the CAGRD by the Town of Oro Valley and
assumption of
otherwise cooperate with the Town of Oro Valley to complete the
assumption. This provision shall survive Closing.
25
Section 25 . Construction Work In Progress .
that Seller has entered
and acknowledges
Buyer understands
into certaina line extension agreements which included payment ent of
funds
nds f or off-site facility improvements, hereinafter referred to
as "off-site facility funds" . At Closing certain of the
improvementswhich off-site facility funds have been collected
for
are expected to be under construction. Projects under construction
utilizing off-site facility funds are hereinafter referred to as
list work in progress" . A list of the construction work
in progress is provided in Exhibit "V" attached hereto and made a
part hereof . Closing,Closin , subject to the approval of the
Commission, the
remainingunexpended off-site facility funds
collected by the Seller will be turned over to the Town of Oro
such off-site facility funds shall be used by the Town
Valley, and pose of completing the construction work in
solely for the purpose
progress .
Section 26 .
26 . 1 Receivables .
g
Buyer
acknowledges that the records to be transferred to Buyer
will contain information which may be needed by Seller from
time to time . Buyer therefore agrees that Seller will have
y
to such information during
reasonable access
the right to
regular business hours after Closing.
26 . 2 Confidentiality.
Each party agrees to protect the proprietary information of
the other
to which it may have access and to maintain the
confidentiality thereof .
IN WITNESS
WHEREOF, the parties have entered into this
Agreement as of the date set forth above .
BUYER: SELLER:
TOWN OF ORO VALLEY RANCHO VISTOSO WATER COMPANY
an
MUNICIPAL PROPERTYArizona corporation
CORPORATION, an Arizona
non-prof it corporation ''
/7/
/ / / / A(
By: jevp-a ..-! B :
,4. 777-
Its : Tres( Its :
•
,/
ATTEST -
26
APPROVAL:
TOWN OF ORO VALLEY
B
U � 1 to
By
h A
Its g
Attest
Toff Clerk
Approved as to form: By:
SpecTaiWater Counsel
27
RESOLUTION 96-01
RESOLUTION AUTHORIZING THE EXECUTION AND DELIVERY OF A LEASE OF
A DOMESTIC WATER SYSTEM WITH AN OPTION TO PURCHASE, A TRUST
INDENTURE, AN ASSET PURCHASE AGREEMENT BETWEEN THE TOWN OF ORO
VALLEY MUNICIPAL PROPERTY CORPORATION AND THE CANADA HILLS
WATER COMPANY LIMITED PARTNERSHIP AND A CONTINUING DISCLOSURE
AGREEMENT; AUTHORIZING THE PREPARATION AND APPROVAL OF
PRELIMINARY AND FINAL OFFICIAL STATEMENTS; APPROVING THE ISSUANCE
OF NOT TO EXCEED$16,500,000 TOWN OF ORO VALLEY MUNICIPAL PROPERTY
CORPORATION MUNICIPAL WATER SYSTEM BONDS, SERIES 1996, EVIDENCING
A PROPORTIONATE INTEREST OF THE OWNERS THEREOF IN THE LEASE
BETWEEN THE TOWN OF ORO VALLEY, ARIZONA AND THE TOWN OF ORO
VALLEY MUNICIPAL PROPERTY CORPORATION, TO BE ASSIGNED TO A
TRUSTEE; AUTHORIZING THE TAKING OF ALL OTHER ACTIONS NECESSARY
TO THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
RESOLUTION; AND DELEGATING CERTAIN DUTIES.
WHEREAS, the Town of Oro Valley Municipal Property Corporation (the
"Corporation") was formed to transact any or all lawful business for which nonprofit
corporations may be incorporated under the laws of the State of Arizona, including, without
limiting the generality of the foregoing, any civic or charitable purpose such as financing the
cost of acquiring, constructing and equipping of water facilities for use by and leasing to the
Town of Oro Valley, Arizona (the "Town"); and
WHEREAS, the Town believes it is in the best interests of the Town to lease as
lessee a domestic water system now serving customers both within and without the Town and
commonly known as the Canada Hills Water System (the "System"); said lease to preserve to
the Town the option to purchase the System; and
WHEREAS, under the terms of the Asset Purchase Agreement between The
Town of Oro Valley Municipal Property Corporation and the Canada Hills Water Company
Limited Partnership (the "Agreement"), the Corporation will purchase the System and lease, as
lessor, said System to the Town under a Lease-Purchase Agreement (the "Lease"); and
WHEREAS, the Corporation desires and deems it necessary to: (1) acquire the
System for Lease to the Town in order for the Town to use the System as part of the Town's
water system; (2) enter into the Lease to allow for the Town's use, possession and eventual
ownership of the System; and (3) finance the acquisition of the System through the issuance and
sale by the Corporation of not to exceed $16,500,000 Town of Oro Valley Municipal Property
Corporation Municipal Water System Bonds, Series 1996 (the "Bonds"), evidencing a
proportionate interest of the owners thereof in all the lease payments payable by the Town
pursuant to the terms of the Lease, as assigned to a financial institution to be selected by the
SWR:djs 126742.2 1/30/96
Finance Director of the Town, as trustee, (the "Trustee") pursuant to a Trust Indenture, by and
between the Trustee and the Corporation (the "Trust Indenture"); and
WHEREAS, there have been placed on file with the Secretary of the Corporation
andresented at this meeting (i) the proposed form of the Lease; (ii) the proposed form of the
P A reement; (iii) the roposed form of the Trust Indenture; and (iv) a proposed form of
Agreement; p
Continuing Disclosure Agreement;
NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF
DIRECTORS OF THE TOWN OF ORO VALLEY MUNICIPAL PROPERTY
CORPORATION THAT:
Section 1. This Board finds and determines that the financing of the costs of
acquisition, construction and equipping of the System pursuant to the terms of the Lease, the
Agreement and the Trust Indenture is in furtherance of the purposes of the Corporation and in
the public interest and that the financing thereof through the issuance and the sale of the Bonds
will enhance the standard of living within the Town.
Section 2. The Corporation hereby approves the issuance and delivery of the
Bonds, as hereinafter described, by the Corporation. The Bonds shall be designated "Town of
Oro Valley Municipal Property Corporation Municipal Water System Bonds, Series 1996" and
shall be issued in the aggregate principal amount of not to exceed $16,500,000. The Bonds shall
be in the denomination of $5,000 or any integral multiples thereof, shall be dated such date as
set forth in a bond purchase agreement to be presented to this Board at a subsequent meeting,
and shall bear interest from such date payable on January 1 and July 1 of each year,
commencing January 1, 1997 or such other date as set forth in a bond purchase agreement, and
shall be fully registered Bonds without coupons or shall be in book entry form as provided in
the Trust Indenture. Any member of the Board of the Corporation is authorized to sign a letter
of representation relating to any book entry program and any contract required to implement a
book entry program. The Bonds shall bear interest at the rates per annum, and shall mature on
July 1 in the years and principal amounts set forth in a bond purchase agreement to be presented
to this Board at a subsequent meeting.
The forms, terms and provisions of the Bonds and the provisions for the
signatures, authentication, payment, registration, transfer, exchange, redemption and number
shall be as set forth in a bond purchase agreement to be approved by this Board at a subsequent
meeting.
The President, Secretary and Treasurer of the Corporation, if required, are hereby
authorized and directed to execute and cause the Bonds to be delivered to or upon the order of
the purchaser upon receipt of payment therefor.
Section 4. The form, terms and provisions of the Lease, the Agreement, the
Continuing Disclosure Agreement and the Trust Indenture, in the form of such documents
SWR:djs 126742.2 1/30/96 —2-
the exhibits resented at this meeting are hereby approved, with such
(including thereto) P
insertions, omissions and changes as shall be approved by the President or any other member
the Board of the Corporation, the execution of such documents being conclusive evidence of
ofrp
such approval, and the President or any other member of the Board of the Corporation are
hereby authorized and directed to execute and deliver the Lease, the Agreement, the Continuing
Disclosure Agreement and the Trust Indenture.
Section 5. There aration of a preliminary official statement by the Town and
P P
the Corporation, is herebyauthorized and the Finance Director of the Town is authorized and
r-p
empowered on behalf of the Corporation to deem such preliminary official statement as "final"
p rP
for all purposes of Section 240.15c2-12, General Rules and Regulations, Securities Exchange
Act of 1934 (the "Rule"), and its distribution by the Town and Corporation is hereby authorized.
The Town and the Corporation will cause a final official statement (the "Official Statement") in
substantiallythe form of thepreliminary official statement referred to above to be prepared and
distributed with the Bonds upon initial issuance. The President or Secretary are authorized to
approve, execute and deliver the Official Statement on behalf of the Corporation and the
execution by the President or Secretary shall be deemed conclusive evidence of approval of the
Official Statement.
Section 6. The Town's Finance Director is hereby requested to select a Trustee
that meets the requirements set forth in the Trust Indenture for employment as a Trustee, paying
agent and registrar. Execution of the Trust Indenture by the Corporation shall constitute
g
approval of the selection of Trustee. The Corporation hereby requests the Town and the Trustee
to take any and all actions necessary in connection with the execution and delivery of the Lease,
the Agreement, the Continuing Disclosure Agreement, the Trust Indenture and the issuance and
sale of the Bonds.
Section 7. For the payment of the principal of, premium, if any, and interest
on the Bonds, the Town shall pay and transfer to the Trustee the lease payments provided for
in the Lease and the other amounts required to be paid by the Town pursuant to the provisions
of the Lease.
Section 8. The Corporation covenants that it will do all things necessary to
assist the Town and the Trustee in the issuance and delivery of the Bonds.
Section 9. After any of the Bonds are delivered by the Trustee to the purchaser
thereof upon receipt of payment therefor, this resolution shall be and remain irrepealable until
the Bonds and the interest thereon shall have been fully paid, cancelled and discharged.
Section 10. All actions of the officers and agents of the Corporation which
conform to the purposes and intent of this resolution and which further the issuance and sale of
the Bonds as contemplated by this resolution whether heretofore or hereafter taken are hereby
ratified, confirmed and approved. The proper officers and agents of the Corporation are hereby
authorized and directed to do all such acts and things and to execute and deliver all such
SWR:djs 126742.2 1/30/96 —3-
documents on behalfCorporationas may of the be necessary to carry out the terms and intent
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of this resolution.
Section 11. Bondroceeds may be expended to purchase bond insurance or
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enhancements for all or part of the Bonds. The Finance Director of the Town and
other credit
the
Trustee are authorized and directed to pay or cause to be paid such premiums, fees or costs,
together with all other fees, costs and expenses of issuance, from Bond proceeds.
Section 12. The officers and agents of the Corporation are authorized to comply
andprovisions of the Continuing Disclosure
with the terms Agreement. The Continuing
Disclosure Agreement shall be for the benefit of the beneficial holders of the Bonds. To the
extent now or hereafterermitted by law, the cost of compliance with the Rule and other terms
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and provisionsContinuing of the Disclosure Agreement shall be paid by the Town from Town
water revenues.
Section 13. If anysection, paragraph, clause or provision of this resolution shall
. .
for anyreason be held to be invalid or unenforceable, the invalidity or unenforceability of such
. . •
section, clause or provision shall not affect any of the remaining provisions of this
s �
resolution.
Section 14. All orders, resolutions and orders of this Board or parts thereof
inconsistent herewith are hereby waived to the extent only of such inconsistency. This waiver
shall not be construed as reviving any order or resolution or any part thereof.
Section 15. This resolution shall be in full force and effect from and after its
passage and approval by this Board.
PASSED AND ADOPTED on February 6, 1996.
ATTES = ide
Secretary
SWR:djs 126742.2 1/30/96 —4
APPROVED AS TO FORM:
GUST ROSENFELD:
,
Special Counsel
CERTIFICATION
I, Frank Butrico , the duly appointed and acting Secretary of the Town of
Oro Valley Municipal Property Corporation do hereby certify that the above and foregoing
Resolution was duly passed by the Board of Directors of the Corporation at a regular meeting
held on February 6, 1996, and the vote was 3 aye's and 0 nay's and that 3 Board
Members were present thereat.
DATED: February h, 1996
Secretary
SWR:djs 126742.2 1/30/96 —5-
ASSET PURCHASE AGREEMENT
BETWEEN THE
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
AND THE
CANADA HILLS WATER COMPANY LIMITED PARTNERSHIP
FOR THE PURCHASE AND SALE
OF THE BUSINESS ASSETS OF CANADA HILLS WATER COMPANY
THIS ASSET PURCHASE AGREEMENT (this "Agreement" ) is entered
into this (� day of - rvar� , 19? , by and between CANADA
HILLS WATER COMPANY LIMITED ARTNERSHIP, an Arizona limited
partnership,, ( "Seller" ) , and the TOWN OF ORO VALLEY MUNICIPAL
PROPERTY CORPORATION, a non-profit corporation organized and
existing under the laws of the State of Arizona ( "Buyer" ) .
WITNESSETH:
WHEREAS, Seller is the owner of a water works plant and
distribution system and domestic water company known as CANADA
HILLS WATER COMPANY, situated in part in the Town of Oro Valley,
Arizona and in part in a nearby unincorporated portion of Pima
County, Arizona; and
WHEREAS, Seller is the holder of franchises from the Pima
County Board of Supervisors and Certificates of Convenience and
Necessity issued by the Arizona Corporation Commission, which
franchises and certificates authorize Seller to engage as a public
service corporation in the sale of water for commercial and
domestic uses in its Certificated Area; and
WHEREAS, the Town of Oro Valley desires to own and operate
water utility systems within and without its Town limits and to
provide its residents with direct control over the rates , quality,
water resources management, and other policies and practices
relating to the provision of water utility service to its
residents ; and
WHEREAS, the Town of Oro Valley is duly authorized by the laws
of the State of Arizona, and by virtue of an election duly held in
1993P ursuant to Arizona Revised Statutes Section 9-514 , to
purchase or lease any plant or property or portion thereof devoted
or which may be devoted to the business of providing public utility
water service within and without the Town limits ; and
is a non-profit corporation organized and
WHEREAS, BuyerP h was formed to
existing
under the laws of the State of Arizona whic
assist the Town ofValley
Oro in financing the costs of acquisition
of privately �vatel owned water utility systems which serve residents of
the Town of Oro
Valleyin furtherance of the aforesaid goals and
objectives of the Town of Oro Valley; and
i desires to acquire ownership of the Canada
WHEREAS, Buyer ( )
r Com an water utility system assets within
and without
Hills Wate Compan
the town limits of the Town of Oro Valley, and (ii) will
simultaneously the Town of
oust lease the Business Assets of Seller to
Oro Valley upon
closingof the sale of the Business Assets to
Buyer; and
WHEREAS, Seller has initiated discussions and negotiations for
Business Assets to Buyer
sale of Seller' s in recognition of
Buyer' s s interest in assisting the Town of Oro Valley in its desire
utility provide public water service to its residents; and
WHEREAS, the parties
have voluntarily bargained and negotiated
theprice, terms
in good faith to determineand conditions of such
le which is to be consummated through Buyer' s ,
' s exercise of its
a sa ,
borrowing power; and
in such negotiations was (i)
WHEREAS, a material consideration
e representation that it had constructed
One Million Two
Seller s r P
in new plant additions to the
Hundred Thousand Dollars ($1 , 200 , 000)
Canada Hills Water Company water utility during 1995 , and (ii)
tives of the Town of Oro
to allow representatives Seller' s willingness P � mation as might be
Valley
access to such materials and infor
independently verify
Town of Oro Valley to
necessary to enable the
the fact and value of such plant additions to its own satisfaction;
and,
WHEREAS, Seller is desirous of selling its Business Assets ,
but excluding therefrom cash and Accounts Receivable, and certain
enumerated liabilities, to
Buyer under the price, terms and
Y
conditions set forth herein; and
of Directors of the Town of Oro Valley
WHEREAS, the Board
Corporation have by Resolution (g) mpcq6-0",
Municipal Property No .
authorized the execution of this Agreement t0 which Resolution
this Agreement is an exhibit .
NOW THEREFORE, IN CONSIDERATION of the foregoing Recitals, and
hereinafter
covenants and agreements
the mutual promises,
contained, and
each act of the parties hereto, the parties agree as
follows :
2
Section 1 . Definitions .
Unless
the context clearly indicates the contrary, the
p
following capitalized words used in the Recitals and used below
shall have the meanings set forth below:
Accounts
Receivable : Any right for the payment to Seller for
services or goodsprovided rovided or rendered, whether or not evidenced by
an instrument or chattel paper, arising out of or in any way
related to the Business prior to Closing.
Aid in Construction Agreements : Those line extension
agreements between Seller and third parties, as set forth on
Exhibit "A" attached hereto.
Agreement :
This Asset Purchase Agreement for Purchase and
Sale of the Business Assets .
Assets : Collectively, the Real Property, all Improvements,
Equipment, Inventory, Contract Rights and Records owned and used by
Seller in connection with the Business and to be purchased by Buyer
pursuant hereto .. Assets also means the Business Assets . The Assets
to be sold by Sellerpurchased and by Buyer pursuant to this
tangible
Agreement are set forth on Exhibit "B" . Those g ible personal
property assets
not to be included within this sale transaction are
set forth on Exhibit "C" .
Assignments :: Those certain documents to be given by Seller to
Buyer conveying
all of its interest in the Contract Rights .
Bill of Sale :: That certain document to be given by Seller to
Buyer conveying all
of its interest in and to the Equipment and
Records .
Business : That
certain business known as Canada Hills Water
owned bySeller and engaged as a public service
Company currently
corporation in the sale of water for domestic,
commercial and other
uses in its
Certificated Area pursuant to its Certificate of
Convenience and Necessity ecessit issued by the Arizona Corporation Commission (ACC) , and other related services in connection
therewith.
Business Assets : The assets of that certain business known as
CANADA HILLS WATER COMPANY, currently owned by Seller, subject to
pursuant to this Agreement, also referred to as
purchase by Buyer
Assets .
O VALLEY MUNICIPAL PROPERTY. TOWN OF OR CORPORATION, a
non-profit it corP oration organized and existing under the laws of the
State of Arizona.
3
Buyer' s Address : c/o Town Manager, Town of Oro Valley, 11000
N. La Canada, Oro Valley, Arizona 85737 .
Certificates
of Convenience and Necessity: These certain
Certificates of Convenience and Necessity issued by the Arizona
Corporation
Commission in the Decisions listed in Exhibit "D" ,
public service corporation in the
to engage as a
authorizing Sellerother uses in its
sale
of water for domestic, commercial and
Certificated Area.
Certificated Area : The areas set forth in Exhibit "E" in
which Seller conducts its Business, which areas are more
' the mapof the existing service area attached
particularly shown on u
hereto as Exhibit "F" , which map is for the purposes of showing the
boundaries of the Certificated Area, size and extent of water mains
and pipes , easements, and anyother areas served by the Business .
• Closing: That point in time when (a) all of
Closing, Date of _ � � have been
Seller' s obligations and Buyer' s obligations hereunder
g
Escrow Agent has received fulfilled; (b) the all funds, is prepared g
to disburse the same in accordance with this Agreement and has
recorded all of the Transfer Instruments; and (c) the Escrow Agent
proceeds disbursed all of the sale' s
as required by this
Agreement .
Contract Rights : The right to have services or goods provided
to the Business by third persons .
persons Any
and all or entities to whom Seller
owes money, goods or services .
Equipment : Tangiblepersonal property, whether affixed or not
to the Real Property,
which has been acquired or is under lease
with Seller for use primarily rimaril in the Business, including but not
' on of wells and tanks,
limited to all equipment used in the operate office equipment and motor vehicles,
the water distribution system,
as listed in Exhibit "G" .
Escrow Agent :
Improvements .• Wells, tanks, water lines and distribution
tan
s stems, and any other structures or tangible property used in
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connection with the water production and distribution system.
Inventory: Goods which are held by Seller for the treatment
used or
of water or otherwiseconsumed in connection with the
Business , in the ordinary course of operating its Business .
in Construction Agreements : Those Aid in
Non-Terminated Aid
ction Agreements which have not been released by
Seller on
Constru g
or before Closing.
4
Permitted Encumbrances : Those matters of record set forth on
Schedule B of the Preliminary Title Report and such other matters
approved in writing by Buyer.
Property or Real Property: All well sites, easements,
licenses and other real property interests located in the Town of
Oro Valleyor Pima County, Arizona, legally described in Exhibit
"H" attached hereto, including all Improvements, fixtures and any
otherrightsappurtenances and a urtenances pertaining thereto which are used by
Seller in the Business .
Purchase Price : The sum of THIRTEEN MILLION DOLLARS
($ 13 000 000 . 00) which is the total purchase price for the
Business Assets as set forth under Section 3 of this Agreement .
Records : All of Seller' s service agreements, service and
repair records, water treatment records, hydrology and assured
water supply studies and reports, Department of Water Resources
filings and correspondence, customer data base information
(including in master file information, billing histories, complaints) ,
meter
readinginformation, and other related documents arising out
of or in any way relating to the Business Assets .
Seller: CANADA HILLS WATER COMPANY LIMITED PARTNERSHIP, an
Arizona limited partnership, dba CANADA HILLS WATER COMPANY.
Seller' s Address : c/o John Busby, 5070 N. 40th St . , Suite
150 , Phoenix, Arizona 85018 .
Title Insurer:
Transfer er Instruments : Those instruments customarily required
for
the transfer of the Assets, including, but not limited to :
(i) Special Warranty Deed to the Property;
(ii) Affidavit of Value :
(iii) Foreign Investment in Real Property Tax Act
Affidavit;
(iv) Bill of Sale to all personal property.
g
(v)
Assignments as to all Contract Rights, franchise
rights and certificates which are transferable .
Section 2 . Conveyance of Business Assets .
Subject
to the conditions and limitations set forth herein,
Seller agrees herebya rees to sell and Buyer hereby agrees to purchase
the Business Assets . Seller agrees to provide Buyer with good and
marketable title to the Business Assets, and, at Closing, to convey
5
such title with a warranty by Seller that the Business Assets are
not subject to any security interests, liens or encumbrances except
Permitted Encumbrances .
2 . 1 Equipment, Inventory and Records .
The Equipment,
Inventory and Records shall be conveyed at
Closing by the execution and delivery by Seller of the Bill of
Sale . The Bill of Sale shall include a list identifying all
Equipment and shall be in the form of Exhibit "I" attached
hereto .
2 . 2 Contract Rights .
To the
extent that anyperson shall be required to consent to
the transfer
of Contract Rights, then Seller shall obtain that
consent in writing as a condition of Closing.
2 . 3 Real Property.
the Property shall be by special warranty deed,
Conveyance o f P Y conveyance s ha 11
subject only to Permitted Encumbrances . The .
also be subject to the standard exceptions contained in the
• to be given by Seller to Buyer and free and
final title policy
clear of all other liens and encumbrances .
2 . 3 . 1
Title Insurance . Seller shall furnish Buyer at
Closing insurance a standard owner' s title policy in
the
amount of $13 , 000 , 000 . 00 insuring Buyer' s interest in
the Property, subject only to those exceptions described
in Section 2 . 3 above .
2 . 3 . 2 Title
Defects . In the event the Title Insurer is
unable or otherwise refuses to issue said title insurance
policy to Buyer as of the Date of Closing, subject only
to the matters described and approved, then and in such
event , Escrow Agent shall withhold from the Closing
proceeds such amounts of money up to but not exceeding
0 . 00 as are sufficient
$l, 00 to remove any impediment to
the issuance of such policy. If the policy still cannot
be issued application bythe a lication of Closing proceeds to
Buyer shall have the
remove a lien or impediment, then Bu y
right , at Buyer' s er' s sole election, to terminate this
Agreement and receive a full refund of all money on
deposit, any
with accrued interest thereon, and Buyer
shall have
no further obligation hereunder. In the
alternative, Buyer may elect to close this transaction
and waive
the objectionable item, provided Buyer closes
within fifteen days of the original Closing Date .
6
2 . 3 . 3 Condition of Title . Seller shall preserve title
toProperty the Pro ert and at the time of closing shall deliver
the Property in substantially as good condition
with respect to title as of the date of the Preliminary
Title Report , except to remove an objectionable item.
2 .4 Limitations .
TheP urchase of the Assets pursuant hereto shall not
constitute a purchase of Seller by Buyer nor render Buyer a
successor in interest to Seller. This Agreement is limited to
thep urchase and sale of the Business Assets only and Buyer is
not an
assumingliabilities of Seller with respect to the
Y
Assets or the Business which may exist at any time prior to
their transfer hereunder.
Section 3 . Purchase Price .
3 . 1 Total Purchase Price .
Subject
to the Town of Oro Valley' s verification of One
Million Two Hundred Thousand Dollars ($1, 200 , 000) in new plant
additions to the Canada Hills Water Company water utility
system bySeller during 1995 , Buyer agrees to pay Seller as
the total Purchase Price for Seller' s interest in the Business
Assets , the sum of THIRTEEN MILLION DOLLARS ($ 13 , 000 , 000 . 00)
payable as follows :
3 . 1 . 1. 1 Cash at Closing. Buyer shall deposit the sum of
THIRTEEN MILLION DOLLARS ($13 , 000 , 000 . 00) , in cash or
other certified funds, at Closing (subject to adjustment
for costs and prorations as set forth herein) .
3 . 1 . 2 In the event the extent and value of plant
additions added during 1995 is less than One Million Two
Hundred Thousand Dollars ($1, 200 , 000) the difference
between that figure and the actual value verified by the
Town of Oro Valley shall be deducted from the Purchase
Price to be paid byBuyer. Such deduction shall not be
made if Seller can prove to Buyer' s satisfaction that
additional plant additions have been made between January
1, 1996 and February 7, 1996 to make up any deficiency in
theplant 1995 additions . No increase in the Purchase
Price shall be made for plant additions in 1996 in excess
of the total for 1995 and 1996 of $1, 200 , 000 . 00 .
3 . 2 Allocation.
Pursuant
to Section 1060 of the Internal Revenue Code, the
consideration for the Business Assets shall be allocated in
accordance with the form of Exhibit "J" .
7
Section 4 . Regulatory Contingency.
4 . 1 Contingencies .
Buyer' s obligations under this Agreement are not contingent
upon Seller obtaining the approval of the Arizona Corporation
Commission for the sale of Seller' s Business Assets . However,
closing under this Agreement shall not occur until such
approval (s) as are legally required have been -obtained and
placed in Escrow. Seller shall assume all risks and
liabilities associated compliance com liance with the regulatory
authority of the Arizona Corporation Commission regarding this
Agreement .
Section 5 . Representations and Warranties By Seller.
5 . 1 Seller' s Representations .
Except as otherwise set forth in this Agreement , and in
addition to all other covenants, warranties and
representations of Seller herein, Seller hereby represents and
warrants to Buyer the following:
5 . 1 . 1 Seisin. Seller is the owner of and has good and
marketable title to the Business Assets to be conveyed
hereunder.
5 . 1 . 2 . Disclosed Agreements . Except for this Agreement,
Seller has entered into no agreement currently in effect
to sell the Business Assets .
5 . 1 . 3 Liabilities . Seller has no actual knowledge of
any judgments , liens , actions or proceedings pending
against Seller or the Business Assets which would
adversely affect this transaction or the title which
Buyer will receive, other than as set forth in the
Preliminary Title Report .
5 . 1 . 4 Liens . No judgments, liens, security interests or
other monetary obligations against the Business Assets
will be outstanding at the time of Closing, except
Permitted Encumbrances and current real estate taxes
which are not yet due and payable .
5 . 1 . 5 Labor, Materials . All bills and invoices for
labor and materials furnished to or on behalf of the
Business Assets which have been incurred by Seller prior
to the time of conveyance and transfer to Buyer, if any,
will beP aid by Seller and acknowledged in writing as
paid bythe laborer or supplier, as the case may be .
8
1 . 6 Proceedings . Seller does not have actual
5 �
knowledge of any actions or proceedingsby any yerson or p
governmental entity or any other facts or circumstances,
includingcauses of action, lawsuits or claims,
any
whether existingor threatened, which might materially
and adversely affect the Business Assets, except as set
forth in Exhibit "K" .
5 . 1 . 7 No Breach. Neither the execution and delivery of
this Agreement nor the consummation of the transaction
contemplated bythis Agreement will result (either
p
immediatelyor after the passage of time and/or the
giving of notice) in a breach or default by Seller under
any agreement reement or understanding to which Seller is a party
or
bywhich Seller may be bound or which would have an
effect up on Seller' s ability to fully perform its
obligations under this Agreement .
No Bankruptcy. Seller has not (a) made a general
5 . 1 . 8 .
assignment for the benefit of creditors, (b) filed any
voluntary petition or suffered the filing of an
involuntary petitionby Seller' s creditors, (c) suffered
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the appointment of a receiver to take all, or substantially all, of Seller' s assets, (d) suffered the
attachment or other judicial seizure of all, or
substantiallyall,
of Seller' s assets, or (e) admitted in
' n its inabilityto pay its debts as they fall due,
writing
and no such action is threatened or contemplated.
5 . 1 . 9 Best Actual Knowledge . All information prepared
by Sellerprovided and or to be provided by Seller to
Buyer and all representations by Seller are accurate to
the best of Seller' s actual knowledge without Seller
having made specific anys ecif is investigation thereof ; as to all
information provided or to be provided by Seller to
other
Buyer, Seller knows of no inaccuracies .
g
5 . 1 . 10
Regulations . To the best of Seller' s actual
knowledge,e there are currently no violations of any
applicable zoningregulation or ordinance or other law,
ordinance, rule, regulation or requirement , or of
order,
any covenant, condition or restriction affecting or
relating ing to the use or occupancy of the Property from any
g agency ency having jurisdiction over the Business
Assets
or from anyother person entitled to enforce the
same .
5 .
1 . 11 Permits . Seller has all permits, licenses,
authorization and approvals required by law or any
governmental agency to conduct the Business .
9
5 . 1 . 12 Condemnation. To the best of Seller' s knowledge,
there are no pending or threatened condemnation or
eminent domain proceedings which would affect the
Business Assets .
5 . 1 . 13 Disclosure . None of the representations or
warranties made by Seller in this Agreement, nor any
document, statement, certificate, schedule or other
information furnished or to be furnished to Buyer
pursuant to this Agreement or in connection with the
transaction contemplated hereunder contains, or will as
of the Closing Date contain, any untrue statement or a
material fact, or omits, or will as of the Closing Date
omit, to state a material fact necessary to make the
statements of facts contained therein not misleading.
5 . 1 . 14 Creditors . As of the closing except as set forth
in Section 7, all bills and invoices for goods and
services related to or which are a part of the Business
Assets, if any, shall be paid; all Creditors shall be
paid; all employees (if any) and salaries , wages,
bonuses, vacation pay and benefits accrued up to the date
of Closing shall be paid; all withholdings, payroll
taxes, unemployment ent insurance, worker' s compensation
p
benefits,
and all other similar payments shall be paid
current to the date of Closing; and no claims by
Creditors shall exist which may encumber the Business
Assets .
5 . 1 . 15 Organization. Seller has been duly formed and
Py
resentl exists as an Arizona limited partnership, and
has the full right and authority to enter into this
Agreement, to consummate the sale contemplated herein and
to observe and perform all of its covenants and
obligations hereunder . The person executing this
an
Agreement and other document required hereby has full
g y
authority to act on behalf of and to bind the Seller in
and to the obligations imposed on it by this Agreement .
5 . 1 . 16 Commissions . Seller has made no agreements
respecting commissions or brokerage fees in connection
p g
herewith.
5 . 1 . 17 Department of Water Resources ( "DWR" ) . Seller' s
current status with DWR. is as summarized on Exhibit "L" .
Buyer shall have no responsibility for any liability of
Seller assessed by DWR under the First or Second
Management Plans .
5 . 1 . 18 Environmental Regulations . In addition to all
other covenants, warranties and representations of Seller
herein, Seller hereby represents and warrants to the
10
Buyer that the Assets to be conveyed hereunder are, to
the knowledge and belief of Seller, in compliance with
all current applicable environmental, health and safety
laws and regulations .
5 . 2 Buyer' s Representations .
Buyer hereby represents to Seller as follows :
5 . 2 . 1 Authority. Buyer has been duly formed and
presently exists as a non-profit corporation under the
laws of the state of Arizona, and the entering into of
this Agreement and the performance of Buyer' s obligations
hereunder have been duly authorized by all proper and
necessary actions, and do not violate any applicable
governmental statute, rule, regulation, ordinance,
contract or other restriction. The person executing this
Agreement and any other documents required hereby has
full authority to act on behalf of and to bind the Buyer
in and to the obligations imposed on it by this
Agreement .
5 . 2 . 2 Commissions . Buyer has made no agreements
respecting Commissions or brokerage fees in connection
herewith.
Section 6 . Indemnification.
6 . 1 Seller .
Seller shall indemnify, defend and hold Buyer harmless against
and in respect of :
6 . 1 . 1 All liabilities and obligations of, or claims
against, the Business Assets not expressly assumed by the
Buyer herein;
6 . 1 . 2 Any damage or deficiency prior to Closing
resulting from any misrepresentation, breach of warranty
or nonfulfillment of any agreement on the part of the
Seller hereunder or from any misrepresentation in or
omission from any certificate or other instrument
furnished or to be furnished to the Buyer under this
Agreement; and
6 . 1 . 3 All actions, suits, proceedings, demands , claims,
assessments, judgments, costs and expenses incident to
any of the foregoing or any obligations or liabilities of
Seller in connection with the Business Assets transferred
hereunder arising out of the Business prior to the date
of Closing.
11
Buyer shall promptly notify Seller in writing of any
p Y
claim, act or notice which could give rise to a claim of
indemnification• n under this Agreement . If Seller desires
it shall do so at its sole cost and
to contest the claim,
expense nse without reimbursement of the defense as
reasonably
required byBuyer. If Seller shall fail to successfully contest a claim as provided for above; pay
a claim or final judgment rendered against it; or remove
any lien or attachment within ten (10)• days after
imposition, then Buyer may, but shall not be obligated
a anysuch claim, judgment or lien. In the event
to, p y
byBuyer, Buyer s
of such payment shall be entitled to an Y
offset in the amount so paid by Buyer, plus costs , actualate
attorneys' fees
and costs , and interest at the legal r
in connection
therewith. In the event Buyer claims any
Buyer shall so notify Seller in
such offset hereunder, Y
writing.
Anyamount due Buyer not paid by
such offset
shall be immediately
due and payable by Seller. This
provision shall survive Closing.
6 . 2 Buyer .
Buyer shall indemnify,, def
' end and hold Seller harmless against
and in respect of :
expenses , damages or deficiencies
6 . 2 . 1 Any p
costs,
resulting from any misrepresentation, breach of warranty
of anyagreement on the part of Buyer
or nonfulfillment in or omission
hereunder or from any misrepresentationshed or to
from any
certificate or other instrument f urni
be furnished t
o Seller by Buyer under this Agreement .
Seller shall promptly tl notify Buyer in writing of any
claim, act or notice which could give rise to a claim of
indemnification under this Agreement . Seller shall not
judgment with regard to such claim
settle, pay or confess
if Seller receives from Buyer within fifteen (15) days
of such
after the aforesaid noticeclaim a statement in
writing by Buyer that Buyer will diligently
defend the
to contest
claim. If Buyer desiresthe claim, it shallout reimbursement
do so
at its sole cost and expense with
1 keepSeller advised as to the
from Seller and steal
status of the defense as reasonably required by Seller .
fail to successfully contest a claim as
I f Buyer shall
it;rendered against or fanal judgment
d above ; pay a claimnt
provideforor remove any lien or attachment
within ten (10) days s after imposition, then Seller may,but shall not be obligated to, pay any such claim,
judgment or 1i ben. In the event of such payment y
Seller, the amount of such payment plus costs, and actual
attorneys' fees the
fees together with interest thereon at
legal rate per annum
shall be paid by Buyer to Seller
12
within thirty (30) days . This provision shall survive
Closing.
Section 7 . Aid in Construction Agreements .
7 . 1 Seller' s Responsibility.
7 . 1 . 1 Seller shall be responsible for satisfying and
obtaining the release of all Aid in 'Construction
Agreements prior to Closing, in accordance with any
requirements established by the Arizona Corporation
Commission.
7 . 1 . 2 At Closing, Seller shall provide Buyer a
certificate listing those Aid in Construction Agreements
which have been released.
7 . 1 . 3 In the event there are any Non-terminated Aid in
Construction Agreements which have not been satisfied and
responsibility, in
released, it shall be Seller' s sole res p Y
accordance with any requirements established by the
Arizona Corporation Commission, to make any annual refund
payments due to the holders of such Non-terminated Aid in
Construction Agreements from the proceeds paid by Buyer
to Seller. At Closing, Seller shall establish a Non-
terminated Aid in Construct Agreement Escrow Account and
deposit funds sufficient to satisfy the estimated annual
payments on for all such Non-terminated Aid in
Construction Agreements .
7 . 1 . 4 Seller shall provide all documentation of the
status of terminated and Non-terminated Aid in
Construction Agreements , at the sole cost and expense of
Seller, as may
be required by the Arizona Corporation
Commission.
7 . 2 Buyer' s Responsibility.
7 . 2 . 1 Buyer acknowledges that Seller will need access to
information concerning those Non-terminated Aid in
Construction Agreements which have not been released as
of Closing in order for Seller to be able to service its
financial obligations under those Non-terminated Aid in
Construction Agreements .
7 . 2 . 2 Seller agrees to notify Buyer when it has
satisfied, compromised or otherwise been released from
any Non-terminated Aid in Construction Agreement after
Closing.
13
7 . 2 . 3 The parties agree to cooperate after Closing in the
monitoring of Non-terminated Aid in Construction
Agreements .
7 . 2 .4 Buyer (or its lessee) will specifically provide
Seller with total water revenues data regarding each Non-
terminated Aid in Construction Agreement for the period
July through throw h June 30 of each year in which a continuing
obligation for refund exists, such data to be provided to
seller no later than July 31 of each year. Seller will
provide the necessary lot and development information.
Buyer shall track and maintain new meter revenues for
meters added to subdivisions for which Non-terminated Aid
in Construction Agreements exist .
Section 8 . Escrow Agent.
8 . 1 Closing Agent .
The Escrow Agent shall serve as the Closing agent for this
transaction.
8 . 2 Delivery of Transfer Instruments .
The
Transfer Instruments and any other documents required by
this AgreementP
or applicable laws shall be placed by the
parties into escrow with the Escrow Agent and shall be
delivered to the appropriate party upon Closing.
8 . 3 Other.
The EscrowAgentagrees a rees to do all things reasonably required
by
the terms of this Agreement to close this transaction.
Section 9 . Closing Date.
The Closing of this sale shall take place on or before the _
day of
1996 . In the event the parties wish to extend
the ClosingDate, they may do so provided a written instrument is
parties executedbythe and delivered to the Escrow Agent setting
anew date for Closing. The new Closing date shall also be the new
date for proration.
Section 10 . Closing Documents .
10 . 1 Seller' s Deposits .
PriorClosing,to Closin , Seller shall deposit in escrow for delivery
to Buyer, the following:
10 . 1 . 1 The Transfer Instruments required by this
Agreement .
14
10 . 1 . 2 Any other documents or instruments required by
this Agreement .
10 . 1 . 3 . Any other instruments necessary to or reasonably
by
required Buyer to effectuate the transaction
q
contemplated herein.
10 . 2 Buyer' s Deposits .
.
Buyer Closing,
to Bu er shall deposit in escrow for delivery
to Seller the following:
14 . 2
. 1 All sums required of Buyer to close this
transaction.
10 . 2 . 2 Such Transfer Instruments as are required of
Buyer.
Any 10 . 2 . 3
other instruments necessary to or reasonably
by
required Seller to effectuate the transaction
q
contemplated herein.
Section 11 . Costs.
Costs of
Closingand/or expenses connected with the transfer
of the Business Assets and the sale thereof shall be divided
between Buyer and Seller, and paid through escrow, as follows :
11 . 1 Attorneys' Fees .
Eachart shall pay its own attorneys' fees and costs .
P Y
11 . 2 Escrow Fees .
The escrow fee and all filing and recording fees shall be
divided equally between Buyer and Seller, to the extent that
q y
such recording
fees or filing fees are for the Transfer
Instruments . If any recording fees or filing feesare
necessary
as a result of recordings required to clear title,
they shall be paid by Seller.
11 . 3 Title Insurance .
The premium for the standard title insurance policies required
to be provided bythis Agreement shall be divided equally
g difference between
between the Parties . Buyer shall pay the .
the standard premium and an extended premium, if any.
Section 12 . Prorations.
All of the following
in 12 . 1 and 12 .2 shall be prorated as of
12 : 01 a.m. on the Date of Closing.
15
12 . 1 Taxes .
All
current real estate taxes against the Property. Any
nt taxes, penalties and interest thereon for the
q
delinquent Property shall be paid by Seller on or before Closing.
12 . 2 Assessments .
All current assessments, both principal and interest , against
the Property. Anydelinquent amounts shall be paid by Seller
p y.
on or before Closing.
12 . 3 Other.
12 . 3 . 1
Insurance shall be canceled by Seller as of
Closing.
12 . 3p
. 2 Telephone bills and listings shall be prorated.
12 . 3 . 3 Utility service shall be transferred by Seller to
Buyer as of Closing.
Utilitydeposits, if any, shall be returned to
. 4 P
12 3 .Seller, and Buyer shall make its own utility deposit
arrangements .
12 . 3
. 5 Maintenance contracts for services , supplies or
Equipment ment as listed on Exhibit "M" , as approved by Buyer
�
in writing, shall be prorated as of Closing.
q
12 . 3 . 6
Leases for Equipment (including vehicles if any)
shall be prorated as of Closing.
12 . 3 . 7 Personal property tax shall be prorated as of
P
Closing.
12 . 3 . 8
Billingand collections shall be prorated in
accordance with Section 19 .
Section 13 . Risk of Loss .
13 . 1 Prior to Closing.
of loss for damage by fire or
The risk other casualty, or the gby
taking by eminent domain, until Closing, shall be assumed
and
shall be the responsibility of Seller. Upon the happening
of any material loss and within ten (10) business days after
notification thereof , Buyer may elect in writing to terminate
Agreement or close the sale . If any election to
this A g n
terminate the Agreement is made, any money on deposit shall be
y
returned
to buyer with accrued interest thereon and this
P
Agreement
shall thereupon become null and void. In the
16
alternative, if an election to proceed with Closing is made by
er anyinsurance proceeds and/or condemnation award in
connection with the loss shall be givenBuyer,� to Bu er, but there
shall be no adjustment to the Purchase Price .
13 . 2 After Closing.
The risk of loss or damage by fire or other casualty, or the
takingby
eminent domain, shall be assumed by Buyer after the
Closing date .
Section 14 . Insurance.
Buyer shall place its own insurance coverage on the property
and Seller shall
terminate anyinsurance coverage it may have as of
Closing. Escrow Agent shall not be responsible for monitoring this
change .
Section 15 . Assignment of Agreement.
The rights of any party under this Agreement are not
assignable without the prior written consent of the other party,
which may only be withheld with cause .
It is expressly understood and agreed upon by Seller that
p Y
Buyer
will simultaneously upon Closing lease the Business Assets to
the Town of Oro Valley, an Arizona municipal corporation, which
shall assume the responsibilities and obligations of providing
municipal
water service to the water utility customers of Seller,
effective upon Closing.
Section 16 . Default.
16 . 1 . 1 Non-Monetary Default . For the purposes of this
Section 16 , a "Non-Monetary Default" shall mean the failure of Seller to close this transaction after Buyer
tendered full performance when that failure is the
has
result of any bona fide action by a third party
encumberingthe Business Assets by creating a cloud on
the title of Seller' s ownership status which is not
practicably susceptible tible to financial satisfaction prior
P
to
Closingand which did not exist when the Preliminary
Title Report was received by Buyer .
16 . 1 . 2 2 Moneta Default . For the purpose of this
Section 16 , a "Monetary Default" shall mean the failure
of
Seller to close this transaction after Buyer has
tendered full Performance, when that failure is a result
of
a monetarylien or encumbrance upon the Business
Assets,
which lien or encumbrance was not disclosed in
the
PreliminaryTitle Report when received by Buyer and
17
which can be cured by the application of a portion of the
Closing proceeds .
16 . 1 . 3 Seller' s s Willful Refusal . For the purpose of
this Section 16 , "Seller' s Willful Refusal" shall mean
the
failure of Seller to close this transaction, without
cause, after Buyer has tendered full performance .
16 . 1 . 4
Remedies . In the event of a Default by Seller,
Buyer' s exclusive remedies shall be as follows :
16 . 1 . 4 . 1 In the event of a Non-Monetary Default,
Buyer shall have ten (10) business days following
such default in which to elect in writing to
terminate this Agreement or waive the Non-Monetary
Default ault and close this transaction. In the event
Buyer
elects to terminate this Agreement, this
Agreement
shall thereupon be null and void. If
Buyer elects to waive the Non-Monetary Default and
close
the transaction, then the sale shall close
within ten (10) business days after Buyer' s written
notice to close . There shall be no adjustment in
the Purchase Price and Buyer shall accept whatever
title
Seller maybe able to convey. If Seller
still refuses or is unable to close, then Buyer may
elect to pursue Buyer' s legal and equitable
remedies as they may be available at law.
16 . 1 4 . 2
In the event of a Monetary Default , the
Escrow Agent is hereby instructed to withhold from
Seller' s proceeds from the Closing a sufficient
amount to cure the Monetary Default .
16 . 1 .4 . 3 In the event of Seller' s Willful Refusal,
then Buyer shall be entitled to pursue its legal
and equitable remedies as they may be available at
law.
16 . 2 Buyer' s Default .
In the event Buyer
fails to close this transaction, Seller
shall be entitled to pursue all its rights and remedies at law
� all agree
in equity. The parties specifically that the
provisions of A.R. S .
Section 33-741 , et seq. shall not apply
to this Agreement .
18
Section 19 . Meter readings and Billings .
19 . 1 Meter Readings .
19 . 1 . 1 The parties agree that it would be impractical to
read all of the customer meters on the date of Closing.
Therefore, meter readings shall continue in the usual
course of business during the month of Closing and for
the month after Closing. -
19 . 1 . 2 Seller shall continue to bill in its usual
sequence during the month immediately prior to Closing.
19 . 1 . 3 Buyer (or its lessee) shall begin billing after
Closing. However, as the initial billings will be for
service rendered by Seller, Buyer shall render such
billings at the same rate as charged by Seller for any
water use that occurred while Seller was still the owner
of the Business Assets . Buyer shall collect for Seller' s
sale of water and remit those collections to Seller
within thirty (30) days of receipt of payments . The
remittance shall be based on the amount collected for the
billing period, but prorated based on the number of days
of service rendered in the billing period prior to
Closing covered by the bill . Buyer' s (or its lessee' s)
rates and charges for water service shall become
effective for billings representing a full month of water
service after Closing.
Section 20 . Miscellaneous Provisions .
20 . 1 Notices .
All notices and communications hereunder shall be in writing
and shall be given by personal delivery or mailed first class,
registered or certified mail , postage prepaid, and shall be
deemed received upon the earlier of actual delivery or one
hundred twenty (12 0) hours after deposit in the United States
Mail as aforesaid. Notices to Seller or Buyer as the case may
be shall be delivered or mailed to the addresses set forth in
Section 1 of this Agreement . In addition, a copy of the
notice shall be mailed or delivered to the Escrow Agent in
care of the address set forth in Section 1, and a copy shall
also be sent to :
For Canada Hills Water : For Town of Oro
Company Limited Partnership : Valley Municipal
P Y
Property Corporation
20
Section 17 . Customer Deposits.
17 . 1 Seller' s Responsibility.
17 . 1 . 1 Seller shall retain all customer deposits and
meter deposits and Buyer shall not receive any credit
against the Purchase Price therefor.
17 . 1 . 2 Seller shall be responsible for refunding all
customer deposits and meter deposits, and shall do so in
accordance with any requirements established by the
Arizona Corporation Commission. Seller shall be entitled
to offset customer deposits and meter deposits against
amounts due from customers, in accordance with any
requirements established by the Arizona Corporation
Commission. Seller shall refund the remaining balance of
customer deposits and meter deposits as a credit to the
final month' s water service billing rendered by Seller,
and shallP rovide documentation of same to Buyer and to the Arizona Corporation Commission.
Section 18 . Employees .
18 . 1 Seller' s Responsibilities .
18 . 1 . 1 Seller shall be responsible for paying all FICA,
existing benefits and accrued vacation pay to all
employees employed by Seller as of Closing.
18 . 1 . 2 Seller shall terminate the employment of all
remaining employees as of midnight on the date of
p
Closing.
18 . 1 . 3 Seller shall not make any salary adjustments , nor
hire additional employees or promote any employees after
the date of this Agreement without the written consent of
Buyer.
18 . 1 . 4 All independent contract employees (if any) will
be canceled upon the effective date of transfer of the
Business Assets to Buyer .
18 . 2 Buyer' s Responsibilities .
Buyer shall take reasonable steps to provide that its
lessee (the Town of Oro Valley) will offer employment to
the employees of Seller effective the next day after
Closing, according to the Town of Oro Valley' s then
existing personnel guidelines .
19
John Busby Chuck Sweet
Canada Hills Water Company Town Manager
Limited Partnership Town of Oro Valley
5070 N. 40th St, Suite 150 11000 N. La Canada
Phoenix, Arizona 85018 Oro Valley, Az 85737
20 . 2 Nature of Agreement .
20 . 2 . 1 Agreement Negotiated. The terms and provisions
of this Agreement represent the results of negotiations
between Seller and Buyer, each of which has been
represented by counsel or the representation of its own
choosing and none of which have acted under duress or
compulsion, whether legal, economic or otherwise .
Consequently, the terms and provisions of this Agreement
shall be interpreted and construed in accordance with
their usual and customary meanings, and Seller and Buyer
hereby waive the application of any rule of law which
would otherwise be applicable in connection with the
interpretation and construction of the Agreement,
including (without limitation) any rule of law to the
effect that ambiguous or conflicting terms or provisions
contained in this Agreement shall be interpreted or
construed against the party whose attorney prepared the
executed draft or any earlier draft thereof .
20 . 2 . 2 Integration. All understandings and agreements
heretofore had between the parties are merged into this
Agreement which alone fully and completely expresses
their agreement ; the same is entered into after full
investigation and neither party is relying upon any
statements or representations by the other not embodied
in this Agreement .
20 . 2 . 3 Other Inducements . The parties agree that there
are no promises, inducements, representations or
agreements in connection with this Agreement except those
specifically set forth herein in writing.
20 . 2 . 4 Modification. This Agreement may not be changed
orally, but only by an agreement in writing, signed by
the parties .
20 . 2 . 5 Other Agreements . Seller shall not enter into
any contracts , leases, agreements or amendments to
existing agreements reements or encumbrances affecting the
Business Assets while this Agreement remains in force or
subsequent to Closing of this transaction without the
express written consent of Buyer, other than to remove a
matter which the Title Insurer required be removed to
Close .
21
20 . 3 Relation of Parties .
20 . 3 . 1 No Agency It is expressly agreed and understood
by the parties hereto that neither party is the agent,
partner, nor joint venture partner of the other. It is
also expressly agreed and understood that neither Seller
nor Buyer has any obligations or duties to the other
except as specifically provided for in this Agreement .
20 . 4 Attorneys' Fees .
If any party art defaults hereunder, the defaulting party shall
pay the other party' s reasonable attorneys' fees , expert
witness fees, travel and accommodation expenses, deposition
P
and
trial transcript costs , costs of court and other similar
costs or fees paid or incurred by the non-defaulting party by reason of or in connection with the default (whether or not
legal or other proceedings are instituted) . In the event any
partyhereto finds it necessary to bring an action at law or
other against proceedinga ainst the other party to enforce any of the
terms, covenants or conditions hereof or any instrument
executed in pursuance of this Agreement, or by reason of any
breach hereunder, the party prevailing in any such action or
other proceedings s shall be paid all costs and reasonable
attorneys' fees by the defaulting party, and in the event any
judgment is secured by such prevailing party, all such costs
and attorneys' fees shall be included in any such judgment,
with attorneys' fees to be set by the court and not by the
jury.
In the event the parties elect to arbitrate a dispute,
then
this section shall also apply to arbitration, except that
the provisions referring to a court shall refer to the
arbitrator.
20 . 5 Construction.
20 . 5 . 1 Time . Time is of the essence of this agreement .
However, if any action is required to be taken on a
Saturday, Sunday
or legal holiday, the action shall be
deemed timelytaken if it is taken on the next regular
business day.
20 . 5 . 2 Headings . The headings of this Agreement have
been inserted for convenience of reference only and are
to be ignored in any construction of the provisions
hereof . Whenever a personal pronoun is used in any one
gender, it shall be deemed to include all other genders
require,the case mayre ire, and the singular shall include
theP lural and vice versa, unless the context indicates
to the contrary.
20 . 5 . 3 Adverbs . Whenever the terms "herein" ,
"hereunder" , "hereof" , "therefore" , "thereover" , or
22
similar terms are used, they shall refer to this entire
Agreement as a whole and shall not refer solely to any
particular section.
20 . 5 . 4
Exhibits . All recitals, schedules and exhibits
to this s Ag reement are fully incorporated herein as though
set forth at length herein.
20 . 5 . 5 State Law. This Agreement and the conveyance
provided
for herein shall be governed by the laws of the
State of Arizona.
20 . 5 . 6 Counterparts .arts . This Agreement may be executed in
counterparts,
and the signature of any person required by
this Agreement
shall be effective if signed on any and/or
all counterparts . All counterparts together shall be
considered one and the same Agreement .
20 . 6 Foreign Investment .
1 comply with all applicable state and
Seller shall fully P Y
federal laws governing foreign investment, including the
Foreign Investment in Real Property Tax Act and Section 1445
of the Internal
Revenue Code, as amended from time to time,
and shall hold Buyer harmless from any claim or action arising
therefrom.
20 . 7 Forms .
Buyer and Seller agree that the forms described herein below
shall be the forms, with attached exhibits to those forms as
reference exhibits, to be used by the parties to complete the
transaction contemplated
bythis Agreement, together with such other forms as may be required to effectuate the Closing:
20 . 7 . 1 Form of Special Warranty Deed as shown on Exhibit
"N" attached hereto and made a part hereof .
20 . 7 . 1
Form of Assignment of Easements and Property
Rights as shown on Exhibit "0" attached hereto and made
a part hereof .
20 . 7 . 3 Form of Bill of Sale as shown on Exhibit "P"
attached hereto and made a part hereof .
20 . 7 . 4 Form of Certificate of Excluded Property as shown
on Exhibit "Q" attached hereto and made a part hereof .
20 . 7 . 5
Form of Certificate RE RUCO and ACC Assessments as
shown on
Exhibit "R" attached hereto and made a part
hereof .
23
20 . 7 . 6 Form of Assignment and Assumption of Maintenance
Agreements,
Service Contracts and Warranties as shown on
Exhibit S attached hereto and made a part hereof .
20 . 7 . 7 Form of SystemAcceptance as shown on Exhibit "T"
p
attached hereto and made a part hereof .
of Water Rights and Well Rights
2 0 . 7 . 8 Form of Assignment
��
as shown of Exhibit "U attached hereto and made a part
hereof .
Section 21 . Bulk Sale Requirements .
e 6 (Bulk Transfers) of the
with Article In lieu of compliance -6101 et seq. , the
Arizona
Commercial Code, A.R. S . Section 47
parties agree, as follows :
21 . 1 Indemnification.
As set forth above, Seller has agreed to convey the Business
Assets free of the claimsan of creditors . Therefore, in the
Y � the proceeds
that anycreditors make any claim against .
event
of this transaction or seek to set aside this transaction,
indemnify, defend and hold Buyer harmless
then Seller shall Inde Y�
an such claims, as set forth under Section 6 . 1 , above .
from y
Y
21 . 2
Buyer Not Liable for Seller' s Debts .
Buyer shall not be
The parties hereto specifically agree that Bu y
liable or obligatedan
for of Seller' s debt or obligations .
Y
According ly, all such debts or obligations must be paid in
full as of Closingthey
if arose as a result of the purchase
of the Business Assets to be transferred hereunder.
Section 22 . Inspection,tion Acceptance and Maintenance of Assets .
22 . 1 Buyer.
the date of this
acknowledges that as of Agreement , itof the Business
will haveinspected the condition of such
onabl necessary, and accepts the
Assets as it deems teas Y ' ect to Section 5 of
Business Assets in such condition, subs
this Agreement .
22 . 2 Seller.
Seller agrees to maintain the condition of the Business Assets
' on ordinary wear excepted, to the
in their current condition
date of Closing.
24
Section 23 . Northwest Area Agreement.
Thep arties to this Agreement understand and acknowledge that
Seller is aP arty to that certain agreement with the City of
Tucson, known as the Northwest Area Agreement, whereby Seller
had agreed to purchase wholesale Central Arizona Project Water
from the City of Tucson.
The Northwest Area Agreement provides at Article- III , Section
3 that . . . "the Northwest Area Water Plan may be modified as set
out in the Northwest Area Water Plan. " The 1979 Northwest Area
Water Planp rovides, at Page 36 , that " Changes to the
location or sizingof the Northwest Water Supply System shall
be based upon design criteria established in this plan or
modified bymutual consent of the City and participating
private water companies . Such changes will be effectuated by
theCity, 'subject to unanimous approval of participating
�
private water companies . " [Emphasis added]
Seller represents and warrants to Buyer that it has not
consented to nor approved any changes in the location or
sizing
of the Northwest Water Supply System since the original
1979 Northwest Area Water Plan was adopted in May, 1979 , and
specifically, Seller has not consented to nor approved the
modifications proposed by the City of Tucson to the
1989
Northwest Area Water Plan and the Northwest Area Water Supply
System.
Sellerpresently is resentl withholding transfer of funds to the City
of Tucson collected by Seller pursuant to the Northwest Area
Agreement and tariffs approved by the Arizona Corporation
Co ,
mmission and is in the process of pursuing a claim against
the Cityof Tucson regarding the ultimate disposition of these
funds . These funds, commonly referred to as Northwest Area
Development Fees , are not the property of Seller at this time,
and may be subject to the right of disposition by the Arizona
Corporation Commission in the event the City of Tucson agrees
to
allow the Seller to retain the disputed funds . Therefore
such funds that Seller is withholding from the City of Tucson
are not subject to transfer and assignment to Buyer pursuant
to this Agreement . At Closing Seller will deposit said funds
being withheld from the City of Tucson in a separate escrow
account , the disposition of which will be subject to the
P
process of the claim between Seller and the City of
Tucson, and in the event Seller obtains the right to retain
these
funds, the final disposition of these funds will be subject to the approval by the Arizona Corporation Commission.
Section 24 . Central Arizona Protect.
Buyer
understands and acknowledges that Seller has a municipal
subcontract (the "CAP subcontract" ) for 1, 652 acre feet per annum
25
of Central Arizona Project water with the Central Arizona Water
Conservation
District (CAWCD) (Contract No. 0-07-30-W0254) . Buyer
that the CAP subcontract Seller agree is to be assigned to the,
in connection with the Closing of this
Town of Oro Valley
Agreement .. It shall be the sole cost and responsibility of the Town
make such arrangements as are
of Oro Valley to necessary with the g
CAWCD to effect the assignment of the CAP subcontract . Seller shall
execute any and all documents necessary to effect the assignment
and otherwise cooperate with the Town of Oro Valley to- complete the
assignment . This provision shall survive Closing.
Section
25 . Central Arizona Groundwater Replenishment District.
and acknowledges that Seller is a service
Buyer understands Re lenishment
area
member of the Central Arizona Groundwater p
Buyer and Seller agree that Seller' s membership
District (CAGRD) . Y
in the CAGRD is to be assumed by the Town of Oro Valley after
It shall
Closing of this Agreement . be the sole cost and
res onsibility of the Town of Oro Valley to
make such arrangements
p the assumption of the CAGRD to effect
as are necessary with
' s membershi in the CAGRD by the Town of Oro Valley
Seller
Seller P
shall execute any and all documents necessary to effect the
in the CAGRD by the Town of Oro Valley and
assumption of membership
otherwise cooperateto complete with the Town of Oro Valley the
assumption. provision rovision shall survive Closing.
Section 26 . Off-site Facilities Hook-up Fee.
Buyer understands and acknowledges that Seller has been
authorized by the Arizona Corporation Commission to collect an
"Off-site Facilities Hook-up
Fee" on new connections to the Seller' s water system. It shall be Seller' s sole responsibility to
Arizona Corporation Commission for the collection
account to the p
and disbursement of these fees for the period prior to Closing.
Any funds remaining
in the "Off-site Facilities Hook-up fee
account after
Closingshall be subject to final disposition
.
the Arizona Corporation Commission, and
pursuant the direction of such funds ds shall not be transferred to the Buyer upon Closing.
Section 27 .
26 . 1 Receivables .
Buyer acknowledges es that the records to be transferred to Buyer
will contain information which may be needed by Seller from
time to time . Buyer therefore agrees that Seller will have
the right to reasonable access to such information during
regular business hours after Closing.
26
26 . 2 Confidentiality.
Eachparty agrees art a rees to protect the proprietary information of
the other to which it may have access and to maintain the
confidentiality thereof .
IN
WITNESS WHEREOF, the parties have entered into this
Agreement as of the date set forth above .
BUYER: SELLER:
TOWN
OF ORO VALLEY CANADA HILLS WATER COMPANY
MUNICIPAL PROPERTY LIMITED PARTNERSHIP
CORPORATI
ftN, an Arizona an Arizona limited partnership
non-prof corporat ' .n lir0
By:
_ _,A
By:
‘11 —
Its : ._ : Its: VifrAk ,.(
4-e_AA-d':ite\-2 R116\-
---)
ATTEST :
do 0( 1 ,
APPROVAL:
TOWN OF ORO VALLEY
By
Its
Attest :
Town Clerk - /
Approved as to form: By: _ /
Town Attorney
27 '
EXHIBIT "B"
TO ASSET PURCHASE AGREEMENT
BUSINESS ASSETS OF CANADA HILLS WATER COMPANY
LIMITED PARTNERSHIP
TO BE PURCHASED BY
TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION
CANADA HILLS WATER COMPANY
MAINTENANCE SHED
AS OF 1/26/96
WOOD TUFF SHEDS - 3
20' X 10' - (1)
18' X 10' - (1)
8' X 8' - (1)
CONTENTS:
MAKITA CORDLESS DRILL SET WITH CHARGER - 1
STIHL CHOP SAW WITH BLADES - 1
AMERICAN PADLOCKS - 24
WATTS REGULATER (BACKFLOW TESTING) - 1
PROMASTER (BACKFLOW TESTING) - 1
5/8 X 3/4' SENSUS METERS - 111
1' SENSUS METER - 1
2' SENSUS METER - 1
3' FIRE HYDRANT METERS - 13
6' COMPOUND SR METER -- 1
CONCRETE METER BOXES - 14
METER BOX LIDS - 145
COPPER TUBING:
10 FT 3/8'
50 FT 1/4'
35 FT 1/2'
30 FT 3/4'
50 FT 1'
25 FT 1 1/2'
25 FT 2'
REPAIR DRESSER COUPLING W/RUBBERS
1' - 3
1 1/4' - 3
3' - 4
4' - 2
6' - 4
8' - 7
12' - 4
1 COLEMAN GAS GENERATOR
1 1/2' FIRE HOSE - 50 FT
2 1/2' FIRE HOSE - 50 FT
2' HOSE - 200 FT
1 - TAPPING TOOL (3/4' - 2')
1 - AIR RELEASE VALVE 1'
1 - 30 FT FIBERGLASS EXTENSION LADDER
20 - FT MINING PIPE - 4'
2 - IGLOO ICE CHESTS
2 - 6' CLA-VALVE REPAIR KITS
2 - 2' GATE VALVES
1 - 3' GATE VALVE
2 - 8' GATE VALVES
1 - 10' GATE VALVE
1 - 6' BUTTERFLY VALVE
2 - 18' 3/4 METER RISERS
3- TRAFFIC REPAIR KITS - FIRE HYDRANTS
2 - 2' REPAIR CLAMPS
4 - 4' REPAIR CLAMPS
3 - 6' REPAIR CLAMPS
4 - 8' REPAIR CLAMPS
1 - 12' REPAIR CLAMPS
1 - 14' REPAIR CLAMPS
1-VALVE SEAT REMOVAL WRENCH
1 - 12 VOLT VENTILATION FAN
1 - METAL DETECTOR
DUCTILE IRON REPAIR PARTS
FOLLOWING GLANDS
MEGA LUGO - VARIOUS SIZES
150-EJ BROOKS BARRELL LOCKS
ASSORTED BALL VALVES
1200 FT - AWG 112 COPPER WIRE
12 - 3/4' WRAP AROUND METER LOCKS
6 - 1' WRAP AROUND METER LOCKS
PIPE SADDLES - VARIOUS SIZES
GALVANIZED PARTS
ASSORTED BOLTS, GASKETS, METER GUTS, PICKS, SHOVELS, RAKES,
WOOD, UNIONS, ANGLE METER STOPS, U-BRANCHES, TAMPER, BROOMS,
NUMEROUS REPAIR AND MAINTENANCE PARTS, WHEEL BARROWS,
TRAFFIC CONES AND BARRICADES, CONDUIT, CONCRETE BLOCKS, FIRE
HYDRANT, DRAFTING TABLE, METAL SHELVING, 5 DRAWER FILING
CABINET, DESK, 2 FOLDING TABLES, HAND TRUCK AND FLOW RECORDE
CANADA HILLS WATER COMPANY
EQUIPMENT LOCATED OFF SITE
MCDANIEL WELL & MACHINE
2838 W RUTHRAUFF ROAD
TUCSON, AZ
AS OF 1/30/96
1 - GENERAL DIESEL GENERATOR 100 KW
1 - 300 GALLON FUEL TANK FOR GENERATOR
1 - 250 HP MOTOR - NEWMAN
1 - 125 HP MOTOR - US
1 - 100 HP MOTOR - US
1 - 150 HP MOTOR - US
1 - 50 HP MOTOR - US
1 - 75 HP MOTOR - US (LOANER)
460 FT COLUMN PIPE (SOME NOT USABLE)
60 FT TUBE AND SHAFT
CANADA HILLS WATER COMPANY
VEHICLE AND CONTENTS
AS OF 1/26/96
1990 FORD F150 1/2 TON TRUCK
VIN: AFTDF15Y9LPA16339
LICENSE PLATE: 4GR650
COLOR: GRAY/WHITE
CONTENTS:
1 US WEST MOBILE PHONE - ATTACHED
1 WEATHER GUARD TOOL BOX - ATTACHED
ASSORTED WRENCHES, FLARING TOOLS, PLIERS,
PRESSURE GAUGE, SCREW DRIVERS, VALVE KEY, DIGGING
BAR, PAINT, SHOVELS, METER KEYS, 3 GALLON WATER
COOLER, SAW, AC/DC TESTER.
CANADA HILLS WATER COMPANY
VEHICLE AND CONTENTS
AS OF 1/30/96
1989 CHEVROLET 3/4 TON TRUCK
VIN: 1GCFK24K6KZ224738
LICENSE PLATE: 4PK995
COLOR: BLUE
CONTENTS:
1 PAYLOAD TOOL BOX - ATTACHED
ASSORTED WRENCHES, PIPE CRIMPER, FLARING TOOLS,
PIPE CUTTERS, HAMMERS, SCREWDRIVERS, PLIERS,
SHOVELS, DIGGING BAR, VALVE KEY, METER KEYS, PAINT
TAPE, ASSORTED REPAIR AND MAINTENANCE PARTS.
CANADA HILLS WATER COMPANY
VEHICLE AND CONTENTS
AS OF 1/29/96
1988 CHEVROLET 1/2 TON TRUCK
VIN: 1GCDC14HOJZ230519
LICENSE PLATE: 4YT914
COLOR: WHITE
4 WHEEL DRIVE - UTILITY BED
CONTENTS:
ASSORTED WRENCHES, CRIMPER, VOLTAGE METERS,
VOLTAGE TESTER, FLARING TOOLS, JIGSAW, PIPE CUTTER
SAWZALLS, HAMMERS, RIVOTER, PROPANE TORCH,
SHOVELS, SCREW DRIVERS, HAND GRINDER, TROUBLE
LIGHT, PLIERS, DIGGING BAR, COME-A-LONG, VALVE KEY
METER KEYS, PAINT TAPE, VARIOUS REPAIR AND
MAINTENANCE PARTS.
CANADA HILLS WATER COMPANY
VEHICLE AND CONTENTS
AS OF 1/30/96
1987 GMC 3/4 TON TRUCK
VIN: 1GTGR24N8HJ501584
LICENSE PLATE: 3VN383
COLOR: BLUE/WHITE
CONTENTS:
3 PAYLOAD TOOL BOXES - ATTACHED
1 WEATHERGUARD TOOL BOX - ATTACHED
1 MOUNTED VISE
ASSORTED WRENCHES, CUNIPERS, FLARING TOOLS, PIPE
CUTTERS, HAMMERS, SHOVELS, SCREWDRIVERS, PLIERS,
DIGGING BAR, VALVE KEY, METER KEYS, PAINT, TAPE,
ASSORTED REPAIR AND MAINTENANCE PARTS.
CANADA HILLS WATER COMPANY
INVENTORY AS OF 2/5/96
OFFICE FURNITURE
5 DESKS
2 CREDENZAS
1 PLAN TABLE
1 CONFERENCE TABLE - 8'
4 COMPUTER WORK STATIONS
6 PRINTER STANDS
4 TYPEWRITER STANDS
1 EXECUTIVE CHAIR - BROWN
7 SECRETARIAL CHAIRS (5 BLUE, 1 GRAY, 1 WINE)
1 SMALL BOOKCASE
17 SIDE CHAIRS (15 BROWN, 2 GREEN)
2 FOLDING TABLES (6'=1, 3'=1)
1 6' TABLE (NON FOLDING)
1 ROLLING CART
14-4 DRAWER FILE CABINETS (1 DARK BROWN, 7 MEDIUM BROWN, 6 SAND)
3 2 DRAWER FILE CABINETS - MEDIUM BROWN
2 8' STORAGE CABINETS (1 BLACK, 1 BROWN)
1 3' STORAGE CABINET (SAND)
9 CHAIR MATS
10 WASTE BASKETS
1 50 GALLON WASTE BASKET
2 60 COMPARTMENT METAL BINS (METER BOOKS)
1 SMALL END TABLE
4 WIRE BASKETS (FORMS FROM PRINTER)
6 CARDBOARD PLAN RACKS
1 VISALINE BOARD
ASSORTED SILK PLANTS
ASSORTED FRAMED PRINTS
CANADA HILLS WATER COMPANY
INVENTORY AS OF 2/5/96
OFFICE EQUIPMENT
4 APIIVA COMPUTERS
2 SAM SUNG - NOVELL COMPUTERS (1 IS BROKEN)
4 PACKARD BELL COLOR MONITORS
2 MONOCHRAM MONITORS
6 KEYBOARDS
2 OKIDATA PRINTERS
2 PANASONIC PRINTERS
1 IBM PRINTER
1 TRIPPLITE BATTERY BACK UP SYSTEM
1 COLORADO 350 TAPE BACK UP DRIVE
3 IBM TYPEWRITERS - SELECTRIC II
1 IBM TYPEWRITER - WHEELWRITER III
1 BROTHER TYPEWRITER - PORTABLE
4 VICTOR CALCULATORS
1 ROYAL CALCULATOR
1 PANASONIC FAX MACHINE
1 SHARPE FAX MACHINE - BROKEN
1 CONAIR TELEPHONE (USED FOR MODEM)
1 PAPER CUTTER
1 SHAVED ICE MACHINE
1 SMALL EMMERSON MICROWAVE
1 AMANO TIME CLOCK WITH RACK
1 SCALE
1 SANITAIRE COMMERCIAL HEAVY DUTY VACUUM CLEANER
1 DIRT DEVL HAND HELD VACUUM CLEANER
1 FIRST AID KIT
4 MOBILE PHONE BATTERY CHARGERS
4 HAND HELD MOBILE PHONES
5 DIGITAL PAGERS
3 OLD-UNUSED-DIGITAL/VOICE PAGERS AND CHARGERS
ASSORTED OFFICE SUPPLIES
CANADA HILLS WATER COMPANY
INVENTORY AS OF 2/5/96
LEASED EQUIPMENT
1 AT&T SPIRIT PHONE SYSTEM
9 PHONE SETS
1 MITA DC 3132 COPY MACHINE
1 PITNEY BOWES POSTAGE METER
1 PITNEY BOWES FORMS BUSTER
1 CRYSTAL BOTTLED WATER - WATER COOLER
1 BREWMATIC COFFEE MAKER
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE Ji
ADDRESS: __4J11.J�ng.Ql_g_Dri v_g
FENCE: �i��,jn� YARD: Gravel
PRESSURE TANKS: #_L SIZE: 5,000 00 Gall ons
AIR COMPRESSOR: HP 3 SPEEDAIRE: 2 Cylinder with Tank
TELEMENTRY: __ WELL MOTOR: .10.f.1-tP1111101a
ELECTRIC PANELS - WELL: _3_PI14,5e_Fu l ly_Eg_Utpped
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE ' MODEL Rockwell
STORAGE TANK : GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE #2
ADDRESS: 10791 N Highlands Drive
FENCE: Chain Link YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 Cylinder with Tank
TELEMENTRY: J WELL MOTOR: 50 EP US Motor
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS : HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE 4" MODEL Water Specialty
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE 13
ADDRESS: 9054 N Bald Eagle
FENCE: ___Oha i n Link YARD: Dirt
PRESSURE TANKS: # � SIZE: 5 t000 Gallons
AIR COMPRESSOR: HP 3 SPEEDAIRE: 2 Cylinder No Tank
TELEMENTRY: ___Priv e_Line. WELL MOTOR: 150 HP US Motor
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER: _-3-4114�$-- �14.4 •
BOOSTER PUMPS: HP ?5 MODEL __Be.raey
HP _AIL MODEL Bart]ey
HP __411. MODEL _Berk]ey
HP MODEL
METER: SIZE au MODEL __B_QQ,kWel l
STORAGE TANK: __L lel_,ODO GALLONS '
SHED CONTENTS: __CYQT.. .i_l. Latra.d_c.l a-Va 1 on fi 11 line into s toracje tank
EXHIBIT "L"
TO ASSET PURCHASE AGREEMENT
DEPARTMENT OF WATER RESOURCE STATUS
i9S
0 NOV 1 7
ARIZONA DEPARTMENT OF WATER RESOURCES4111111b,*.e,
J2-117-i
Hydrology Division
Park Place ;MI* I
500 North Third Street, Phoenix, Arizona 85004
Telephone (602) 417-2448
Fax (602) 417-2425
FIFE SYMINGTON
November 1, 1995 Governor
RITA P. PEARSON
Mr. Larry Onyskow Director
Hydrologic Consultants
305 E. Minton Drive
Tempe, Arizona 85282
Re: Water Availability for Canada Hills Water Company, Pima County
File Number 26-000087
Dear Mr. Onyskow:
The Department has reviewed the report entitled "Assured Water Supply Study for the Canada
Hills Water Company Oro Valley, Arizona" by Hydrologic Consultants dated August, 1995.
The area of study covers 96 square miles in Townships 11 and 12 South and Ranges 12 through
14 East. The projected 2025 population of the water company's certificated area (CC&N) is
27,956 people.
The Department agrees that under R12-15-703 Assured Water Supply Requirement - Physical
Availability, sufficient groundwater of adequate quality will be continuously available to meet
the projected demand of at least 6983 acre-feet per year for 100 years developments within the
water company's certificated area. The estimated one hundred year depth to water should not
exceed 1000 feet below land surface based on historic responses of the aquifer to changing
groundwater withdrawals within the area of study.
The above referenced report fulfills the requirements of R12-15-702 and can be cited in
applications for designation of assured water supply or certificates of assured water supply. For
information regarding applications for designation of assured water supply and or certificates of
assured water supply in the study area please contact Mr. Steve Rossi at (602) 417-2460.
If you have any questions regarding these matters, please contact Drew Swieczkowski (602) 417-
2448.
S'ncerely,
. • CregC al l ac e
Chief Hydrologist
DMS/SS
cc: Steve Rossi
EXHIBIT "U"
TO ASSET PURCHASE AGREEMENT
FORM OF ASSIGNMENT OF WATER RIGHTS
AND WELL RIGHTS
When recorded return to:
ASSIGNMENT OF WATER RIGHTS AND WELL RIGHTS
For the consideration of Ten Dollars ( $10 . 00) , and other
valuable consideration, the receipt of which is hereby
acknowledged, CANADA HILLS WATER COMPANY LIMITED PARTNERSHIP, an
Arizona limited partnership, dba Canada Hills Water Company
("Assigner" ) , hereby irrevocably assigns and sets over unto TOWN OF
ORO VALLEY MUNICIPAL PROPERTY CORPORATION, a non-profit corporation
( "Assignee" ) , all the right, title and interest of Assignor in and
to any and all water rights, water permits, well rights, well
permits and other rights or interests in any water located on or
flowing in anystreams, channels, definite underground channels,
whether perennial or intermittent, flood, waste or surplus water,
or any lake, ponds or springs on the surface or under the surface
of the real property located in Oro Valley, Arizona and/or in Pima
County, Arizona, and as follows:
See Exhibit "A" attached hereto.
IN WITNESS WHEREOF, Assignor has signed this Assignment
effective the day of , 1996 .
ASSIGNOR:
CANADA HILLS WATER COMPANY
LIMITED PARTNERSHIP
an Arizona limited partnership
By:
Its: Managing General Partner
STATE OF ARIZONA )
ss.
COUNTY OF PIMA )
SUBSCRIBED, SWORN TO AND ACKNOWLEDGED before me this day
of , 1996, by , as Managing General
Partner of Canada Hills Water Company Limited Partnership, an
partnership.
Arizona limited
Notary Public
My Commission Expires:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___14
ADDRESS: 10156 N Camino Torreo
FENCE: Block Wall YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP .JLA SPEEDA I RE: N/A
TELEMENTRY: __IaAba Lb * WELL MOTOR: 75 HP US Motor
ELECTRIC PANELS - WELL: __ Pb��� F�1 Eg u i p_ped
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE a„ MODEL ItalarSDadAltY
STORAGE TANK: GALLONS
SHED CONTENTS: .__.Co rient.5.LJ hi _Kell size is shared with the Sheraton El
__co 1 u.i t .r_aQ1f_CQIrSe Maintenance. 6" Ames reducedjressure
__bac..kfia .r'�yar1.te.r.,__.6"_Me.tor from 24 well to golf course
*This is loaner motor while ours is being repaired.
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___ c
ADDRESS: ___Lau N La Canada Drive
FENCE: Block Wall YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 Cylinder inder •
y with th Tan k
TELEMENTRY: ___ua_W.e.s_t_Line WELL MO 100HP
TOR. US Motor
ELECTRIC PANELS - WELL: i
�....P.Pe d
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 5"
MODEL Sensus
STORAGE TANK:
GALLONS
SHED CONTENTS: E - tb the El C o ng u i s t o d o r Golf
_Ilia a tianc.e Eupipjng S_U.tion. There i s one
vaUl . thatsusTl i es water
--ta_la.ke.
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___
ADDRESS: ___515 .kuvianerr un_5.traej
FENCE:
—_— -n_ •L� YARD: Gravel
PRESSURE TANKS: # � SIZE: 5,000 Gallons
AIR COMPRESSOR : HP 2 SPEEDAIRE• 2 Cylinder
No Tank
rELEMENTRY: 11S_d.aS.t_Lin.e_. WELL MOTOR: 60 HP US Motor
ELECTRIC PANELS - WELL: ___ITba_ap_lurguthAed
ELECTRIC PANELS - BOOSTER :
3OOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
ETER: SIZE 6" MODEL Sensus
TORAGE TANK:
GALLONS
HED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE A7
ADDRESS: 30 W Appalachian
FENCE: Chain Link with Slats YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5Lpoo Gallons
AIR COMPRESSOR: HP NLA SPEEDAIRE: LA
TELEMENTRY: __1514.eat_Line_ WELL MOTOR: _al Lia_115 no:tar
ELECTRIC PANELS - WELL: _alhaae_fuLLy_lquipAerl
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 6" MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY : WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE 8
ADDRESS: 7 W Greenock Drive
FENCE: Block Wall/Chain Link YARD: arayel
PRESSURE TANKS: # 1 SIZE: 5,0_00 Gal loin_
AIR COMPRESSOR: HP 2 SPEEDAIRE: . _C.y.Li.D.de.cll) lank_
TELEMENTRY: __�1S Wes _�j WELL MOTOR :Submersillte_ fl I
ELECTRIC PANELS - WELL: _. ,.„P�� �uLly .E�.11.Lpp��.
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 4" MODEL Water Specialty
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___JQ-9
ADDRESS:
FENCE: ___Black_ LaU YARD: ..._Ili.Y..�.
PRESSURE TANKS: # �1,�9. SIZE: MLA_
AIR COMPRESSOR: HP _LJ SPEEDAIRE: _WA
TELEMENTRY: 1JSid .t_L1.ne_ WELL MOTOR: _.uhm.er...sib1a ..60_UP
ELECTRIC PANELS - WELL: Phase
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE ! MODEL
Sens.us
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__J10
ADDRESS: ___89.02_N...Kdrtman
FENCE: ___Cha YARD: Partial 1.y Graveled
PRESSURE TANKS: #_1 SIZE: 5 000 Ga 11 on
s
AIR COMPRESSOR: HP SPEEDAIRE:
TELEMENTRY: __.pabv_a_te_I_i.ne WELL MOTOR: 5HP
�. U US Motor
ELECTRIC PANELS - WELL: _„Qb.d fL1Ll-y .EQ.�..�
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
KETER: SIZE a" MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__111
ADDRESS: ____Lu1L._N._5t.4IU rd Place
FENCE: Q�LIALal1 YARD: Gravel
PRESSURE TANKS: #_l SIZE: 5 OOO Gallons
AIR COMPRESSOR: HP _N/A_ SPEEDAIRE: N A
TELEMENTRY: � � � WELL MOTOR: P US Motor
odor
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE ___62 MODEL 1
STORAGE TANK: GALLONS
SHED CONTENTS: One 504 l l on Drum well of l Five 2 a l l on cans, eye wash
� y
and shower set up. Miscellaneous parts, galvanized cla-val ,
_gaskets-fl anj dtype., one round .point shovel , two body aprons,
one 5O mal l on drum zi nc_phosjhate, two 3O_9al ion drum sodium
hydroxide , two Wallace & Tiernan Metering pumps, two 2.5 HP
Bal dor Motors, one portable air compressor 5 HP Kawasaki with
100 feet of hose.
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL S I TE__
ADDRESS: ___IapD-1al...Lambe Lane_.
FENCE: ____120iaJdnk YARD: Gravel
PRESSURE TANKS: #_Z SIZE: 5,000 Gallons
AIR COMPRESSOR: HP iL SPEEDAIRE: 2 cylinder with Tank
TELEMENTRY: � J J WELL MOTOR: 200 HP US Motor
ELECTRIC PANELS - WELL: P Eut��r-E P. ad_
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _a!' MODEL Rockwell
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___4J3
ADDRESS: ___E lel....aP. m aCJLar ivil.
FENCE: __it ftncc around p_ump. FenceDirt
YARD.
and block wal l around pressure
tank.
PRESSURE TANKS: # 1 SIZE: 5,000 al l ons
AIR COMPRESSOR: HP NIA SPEEDqIRE: /N A
TELEMENTRY: �(A WELL MOTOR: N/A
ELECTRIC PANELS - WELL: N/A
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP
MODEL.
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _AuL MODEL
STORAGE TANK:
GALLONS
SHED CONTENTS: __"jhjs taLelLh s been abandoned
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___jJj
ADDRESS: _1565 yL��.��ds�.N i lls fir i v
FENCE: C i n Unk YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5..„000 Gallons
AIR COMPRESSOR: HP SPEEDAIRE: 2 al i nder No Tank
TELEMENTRY: llSW.e.stLia.� WELL MOTOR: 100 HP GE Motor
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE $' MODEL Rockwell
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE: FACILITIES1/29/96
WELL SITE___#1s
ADDRESS: __1511_P_usch .dilcier
..�1PsS._RD.r3 d
FENCE: --.&lo k_ da1L
YARD: Gravel
PRESSURE TANKS: #�
SIZE: _5,000 Gallons
AIR COMPRESSOR: HP 4/A
SPEEDA 1 RE:
TELEMENTRY: _...—L�y��_L.in�
WELL MOTOR: 125 HP US Motor
ELECTRIC PANELS - WELL: _321a.s •
e_.F..�]1�_Esau p pizsi.
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP
MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE -_6"
MODEL Rockwell
STORAGE TANK:
GALLONS
SHED CONTENTS: ��
—_04Q_SL_C_1 a�ILa.1_ann.2 MI.Z.o ae,2L�'...�.f L"_.�. 3D Q. P P•
-- —ErAa l ifL.Nl.4 Qr J. H P L o n e Dayton 2 HP motor one a i r
__crap c s.s.o r._2_-cyl
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__ 12
ADDRESS: __ 1(144Q... ±ar&P..arril'e
FENCE: __1110. �J 11 YARD: Gravel
PRESSURE TANKS: #_L SIZE: 5,000 Gall ons
AIR COMPRESSOR: HP jtj„r_C. d.Y'.gec SPEEDA I RE:
TELEMENTRY: �1SJ�eS�tJ��ae WELL MOTOR: 125 HP US Motor
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _12 MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATINS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE -4 10
ADDRESS: kJ
Y\S
FENCE: YARD:
PRESSURE TANKS: # SIZE:
AIR COMPRESSOR: HP SPEEDAIRE:
TELEMENTRY: WELL MOTOR:
ELECTRIC PANELS - WELL:
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE MODEL
STORAGE TANK: GALLONS
SHED CONTENTS: LT-11 G.1 CLL /S ikL,vfr 1Y //2CO 4U01 cod-AeLL76. �1
CANADA HILLS WATER COMPANY
INVENTORY: STORAGE FACILITIES
PREPARED: 1/29/96
STORAGE FACILITY: _ Signal La Reserve
ADDRESS: __i 29_1_LYJ.a.Bearye_PlAge
FENCE: - Chain_Lilk. YARD: Dirt
SIZE: - 16f i.n...be fight,.. GALLONS: 500000
TELEMENTRY: _-AVdiLtJe
SHED CONTENTS:
OR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: STORAGE FACILITIES
PREPARED: 1/29/96
STORAGE FACILITY: 2800 Zone Glover
ADDRESS: J129.5 N Verch Wa_y
FENCE: ___Erick.W.1 L YARD: Dirt.
SIZE: __32_fJ in height GALLONS: 500,000
TELEMENTRY: ULS Wast Line
SHED CONTENTS: _fl ru sheds . See shed inventory. This site is also
OR COMMENTS:
....0,sQd as our maintenance area.
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: Pus ch Ri dg_e
ADDRESS: __L0 _E_Lijda Vista
FENCE: __akin Link YARD: Dirt
PRESSURE TANKS: # 1 SIZE: 1,000 Gallons
AIR COMPRESSOR: HP 3/4 SPEEDAIRE: 1 Cylinder No Tank
TELEMENTRY: NjA
ELECTRIC PANELS - BOOSTER: 1 Phase Fully Equi Aped
BOOSTER PUMPS: HP _I MODEL Submersible Frankl i n
HP MODEL
HP MODEL
HP MODEL
METER : SIZE NJJ MODEL N A
l
STORAGE TANK: GALLONS
SHED CONTENTS:
DR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: '
ADDRESS:
FENCE: __.Cila:41...L .a..lc. YARD: Partial l Grave
y led
PRESSURE TANKS: #.1.. SIZE: 5,000 Gall ons
AIR COMPRESSOR: HP 3 SPEEDA I RE: 2 al i nder No Tank
TELEMENTRY:
ELECTRIC PANELS - BOOSTER : _a_P se....F.u]1 •
BOOSTER PUMPS: HP _csa MODEL
..fix ulay
HP _5a MODEL Berklery
HP MODEL
HP MODEL
METER: SIZE _6" MODEL McCrometer
STORAGE TANK: .....3O1_1 GALLONS
SHED CONTENTS: _O.ne. !1_C1..i.ya10E'L7.cb. ,.Ye�..kata4_
r t hherhome areas n
OR COMMENTS:
i_g_. �
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES ZES
1/29/96
BOOSTER STATIONS: _ E r Rjn
ADDRESS:
FENCE: Cb -tr L, ..l'.1.1t.. YARD:
Gravel
PRESSURE TANKS: #2,_ SIZE: 5,000 Gallons ns (each)
AIR COMPRESSOR: HP NLA SPEEDAIRE. N�• A
TELEMENTRY: US West Line
ELECTRIC PANELS - BOOSTER : _a Phase Fully. Euipped
BOOSTER PUMPS: HP __2__25jp MODEL US Motor
HP _3__.1.5_kl.P MODEL US Motor
HP —1 ._FT MODEL US Motor
HP MODEL
METER: SIZE __5" MODEL McCrometer
STORAGE TANK: _5Q(111 GALLONS
SHED CONTENTS: �. ir. r ..S_L1ll. .
OR COMMENTS: wilt —lC1t�... s�.�,.IS„
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: Copper Creek
ADDRESS: 11011 N La Canada Drive
FENCE: Block Wall YARD: Gravel
PRESSURE TANKS: # 2 SIZE: 2,000 Suction, 5,000 Pressure
AIR COMPRESSOR: HP 2 SpEEDAIRE, 2 Cylinder with Tank
TELEMENTRY: Available
ELECTRIC PANELS - BOOSTER : 3 Phase Fully Equipped
BOOSTER PUMPS: HP 10 MODEL Berkley
HP 20 MODEL Berkley
HP 25 MODEL Berkley
HP MODEL
METER: SIZE 6" MODEL McCrometer
STORAGE TANK: GALLONS
SHED CONTENTS:
]R COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: _.lambert Lane
ADDRESS: __lotto Starsearcher
FENCE: Block Wal 1 YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gal 1 ons
AIR COMPRESSOR: HP Air Charger SPEEDAIRE:
TELEMENTRY: US West Line
ELECTRIC PANELS - BOOSTER: 3 Phase Fully Equipped
BOOSTER PUMPS: HP _la MODEL Berkley
HP _2Q. MODEL Berkley
HP _20. MODEL Berkl ejy
HP MODEL
METER: SIZE _la" MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS: S1aIa �1_Clr1-_1/s1
OR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: J09
ADDRESS: __1QQfl N amino Torreo
FENCE: Block Wall YARD: Dirt
PRESSURE TANKS: # 1 SIZE: 5,000 Gallon S
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 Cylinder No Tank
TELEMENTRY: __j_S Wgit Line
ELECTRIC PANELS - BOOSTER: _3_12113 a_ally_E qu i ced
BOOSTER PUMPS HP _1a MODEL U Motor
,.�
HP _25. MODEL _..8a1 ar
HP MODEL
HP MODEL
METER : SIZE £ MODEL
licr Qrne.ter
STORAGE TANK: GALLONS
SHED CONTENTS:
OR COMMENTS: