HomeMy WebLinkAboutMunicipal Property Corporation - Resolutions (11) 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
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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
and presented at this meeting (i) the proposed form of the Lease; (ii) the proposed form of the
Agreement; (iii) the proposed form of the Trust Indenture; and (iv) a proposed form of
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
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(including the exhibits thereto) presented at this meeting are hereby approved, with such
insertions, omissions and changes as shall be approved by the President or any other member
of the Board of the Corporation, the execution of such documents being conclusive evidence of
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. The preparation of a preliminary official statement by the Town and
the Corporation, is hereby authorized and the Finance Director of the Town is authorized and
empowered on behalf of the Corporation to deem such preliminary official statement as "final"
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
substantially the form of the preliminary 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
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
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documents on behalf of the Corporation as may be necessary to carry out the terms and intent
of this resolution.
Section 11. Bond proceeds may be expended to purchase bond insurance or
other credit enhancements for all or part of the Bonds. The Finance Director of the Town and
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
with the terms and provisions of the Continuing Disclosure Agreement. The Continuing
Disclosure Agreement shall be for the benefit of the beneficial holders of the Bonds. To the
extent now or hereafter permitted by law, the cost of compliance with the Rule and other terms
and provisions of the Continuing Disclosure Agreement shall be paid by the Town from Town
water revenues.
Section 13. If any section, paragraph, clause or provision of this resolution shall
for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such
section, paragraph, clause or provision shall not affect any of the remaining provisions of this
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
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APPROVED AS TO FORM:
GUST ROSENFELD:
, ,
Special Counsel
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 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: FPhniary h, 1 qqh /�-
Secretary
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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 19,K, 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
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, 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
ofp rivately owned water utility systems which serve residents of
the Town of Oro Valley in furtherance of the aforesaid goals and
objectives of the Town of Oro Valley; and
WHEREAS, Buyer (i) desires to acquire ownership of the Canada
Hills Water Company water utility system assets within and without
the town limits of the Town of Oro Valley, and (ii) will
simultaneously lease the Business Assets of Seller to the Town of
Oro Valley upon closing of the sale of the Business Assets to
Buyer; and
WHEREAS, Seller has initiated discussions and negotiations for
the sale of Seller' s Business Assets to Buyer in recognition of
Buyer' 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, a material consideration in such negotiations was (i)
Seller' s representation that it had constructed One Million Two
Hundred Thousand Dollars ($1, 200 , 000) in new plant additions to the
Canada Hills Water Company water utility during 1995 , and (ii)
Seller' s willingness to allow representatives of the Town of Oro
Valley access to such materials and information as might be
necessary to enable the Town of Oro Valley to independently verify
the fact and value of such plant additions to its own satisfaction;
and,
WHEREAS, Seller is desirous of selling its Business Assets,
but
excludingtherefrom cash and Accounts Receivable, and certain
enumerated merated liabilities, to Buyer under the price, terms and
conditions set forth herein; and
WHEREAS, the Board of Directors of the Town of Oro Valley
Municipal Property Corporation have by Resolution No. (R)
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authorized the execution of this Agreement, to which Resolution
this Agreement is an exhibit .
NOW THEREFORE, IN CONSIDERATION of the foregoing Recitals, and
thepromises,mutual covenants and agreements hereinafter
contained, and each act of the parties hereto, the parties agree as
follows :
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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 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 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
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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
Company currently owned by Seller and engaged as a public service
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corporation in the sale of water for domestic, commercial and other
uses in its Certificated Area pursuant to its Certificate of
Convenience and Necessity 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
purchase by Buyer pursuant to this Agreement, also referred to as
Assets .
Buyer: TOWN OF ORO VALLEY MUNICIPAL PROPERTY CORPORATION, a
non-profit corporation organized and existing under the laws of the
State of Arizona.
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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" ,
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
articular) shown on the map of the existing service area attached
particularly u
hereto as Exhibit F for the which map is purposes of showing the
boundaries of the Certificated Area, size and extent of water mains
andp i es, easements, and any other areas served by the Business .
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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 requires 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 Real Property, which has been acquired or is under lease
with 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 :
Improvements : Wells, tanks, water lines and distribution
systems, andother structures or tangible property used in
Y any
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.
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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 Valley or Pima County, Arizona, legally described in Exhibit
"H" attached hereto, including all Improvements, fixtures and any
other rights and appurtenances 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 master file information, billing histories, complaints) ,
meter reading information, 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 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 Business Assets . Seller agrees to provide Buyer with good and
marketable title to the Business Assets, and, at Closing, to convey
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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 ment and shall be in the form of Exhibit " I" attached
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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 Real Property.
Conveyance of the Property shall be by special warranty deed,subject only to Permitted Encumbrances . The conveyance shall
also be subject to the standard exceptions contained in the
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final policy l title olic 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 $13 , 000 , 000 . 00 insuring Buyer' s interest in
theProperty,Pro ert , 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 Buyer to Bu er 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, Buyer' s ht at Bu er' 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 .
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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.
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 Business 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 the Town of Oro Valley' s verification of One
Million Two Hundred Thousand Dollars ($1, 200 , 000) in new plant
additions to the Canada Hills Water Company water utility
system by Seller during 1995 , Buyer agrees to pay Seller as
the total Purchase Price for Seller' s interest in the Business
Assets, the sum of THIRTEEN MILLION DOLLARS ($ 13 , 000 , 000 . 00)
payable as follows :
3 . 1 . 1 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 by Buyer. 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
the 1995 plant 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" .
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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 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 with compliance 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 be paid by Seller and acknowledged in writing as
paid by the laborer or supplier, as the case may be .
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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,
including any causes of action, lawsuits or claims,
whether existing or 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 by this Agreement will result (either
immediately or after the passage of time and/or the
givingof 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 any specific investigation thereof ; as to all
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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 Property from any
governmental agency having jurisdiction over the Business
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 .
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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 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 Business
Assets .
5 . 1 . 15 Organization. Seller has been duly formed and
presently 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
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
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
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 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, P ay 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 .
Y
Buyer
shall indemnify, defend and hold Seller harmless against
and in respect of :
6 . 2 . 1 Anycosts, 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 shallP romptly 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 a 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
writingby Buyer Bu er 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
g
legalper rate 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
released, it shall be Seller' s sole responsibility, in
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 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 before the _
day of , 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 .
14
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.
10 . 2 Buyer' s Deposits .
.
Prior to Closing, Buyer 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 by Seller to effectuate the transaction
contemplated herein.
Section 11 . Costs.
Costs of Closing and/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 .
Each party shall pay its own attorneys' fees and costs .
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
such recording fees or filing fees are for the Transfer
Instruments . If any recording 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 .
Thep remium for the standard title insurance policies required
to bep rovided by this Agreement shall be divided equally
between the Parties . Buyer shall pay the difference between
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
delinquent taxes, penalties and interest thereon for the
Property shall be paid by Seller on or before Closing.
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, if any, shall be returned to
Seller, and Buyer shall make its own utility deposit
arrangements .
12 . 3 . 5 Maintenance contracts for services, supplies or
Equipment as listed on Exhibit "M" , as approved by Buyer
in writing, shall be prorated as of Closing.
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
Closing.
12 . 3 . 8 Billing and collections shall be prorated in
accordance with Section 19 .
Section 13 . Risk of Loss .
13 . 1 Prior to Closing.
The risk of loss for damage by fire or other casualty, or the
taking by eminent domain, until Closing, shall be assumed by
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
this Agreement or close the sale . If any election to
terminate the Agreement is made, any money on deposit shall be
returned to buyer with accrued interest thereon and this
Agreement shall thereupon become null and void. In the
16
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 .
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 property
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 may only be withheld with cause .
It is expressly understood and agreed upon by Seller that
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
has tendered full performance when that failure is the
result of any bona fide action by a third party
encumbering the Business 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 Business
Assets, which lien or encumbrance was not disclosed in
the Preliminary Title 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 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
electpursue to 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' sP roceeds 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
and in equity. parties The specifically agree 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 (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 Canada Hills Water: For Town of Oro
Company Limited Partnership : Valley Municipal
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 shall provide 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
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 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
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
otherroceedin against the other party to enforce any of the
P g
terms, covenants or conditions hereof or any instrument
executed inP ursuance of this Agreement , or by reason of any
breach hereunder, the party prevailing in any such action or
otherproceedings roceedin 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 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
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 Agreement 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 . This Agreement may be executed in
counterparts, and the signature of any person required by
Agreement shall be effective if signed on any and/or
this g
all counterparts . All counterparts together shall be
considered one and the same Agreement .
20 . 6 Foreign Investment .
Seller comply shall fully with all applicable state and
governing federal
laws overnin 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
p
other
forms as maybe required to effectuate the Closing:
p
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. 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 System Acceptance as shown on Exhibit "T"
attached hereto and made a part hereof .
20g
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 f com liance 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 rth above, Seller has agreed to convey the Business
Assets free
of the claims of any creditors . Therefore, in the
event that any creditors make any claim against the proceeds
of
this transaction or seek to set aside this transaction,
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 .
The parties hereto specifically agree that Buyer shall not be
g
liable or
obligated for any of Seller' s debt or obligations .
all such debts or obligations must be paid in
Accordingly,
full as of Closing if they arose as a result of the purchase
of
the Business Assets to be transferred hereunder .
Section
22 . Inspection, Acceptance and Maintenance of Assets .
22 . 1 Buyer .
as of the date of this Agreement , it
Buyer acknowledges that
will have inspected the condition of such of the Business
Assets as it
deems reasonably necessary, and accepts the
Business Assets in such condition, subject to Section 5 of
this Agreement .
22 . 2 Seller.
Seller agrees to maintain the condition of the Business Assets
in their current condition, ordinary wear excepted, to the
date of Closing.
24
Section 23 . Northwest Area Agreement.
Thep arties to this Agreement understand and acknowledge that
Seller is a party 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 sizing of the Northwest Water Supply System shall
be based upon design criteria established in this plan or
modified by mutual consent of the City and participating
private water companies . Such changes will be effectuated by
the City, 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
Seller has not consented to nor approved the
specifically,� � the Cityof Tucson to the
1989 modifications proposed by
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
Commission, and is in the 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 subject maybe sub ' ect 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
tg
o 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
resultclaim process the 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 Project.
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
and Seller g
a ree that the CAP subcontract is to be assigned to the
Town of
Oro Valleyin connection with the Closing of this
Agreement . It shall be the sole cost and responsibility of the Town
of Oro
Valleyto make such arrangements as are necessary with the
CAWCD to effect the assignment of the CAP subcontract . Seller shall
execute anyand all documents necessary to effect the assignment
P
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.
Buyer understands and acknowledges that Seller is a service
area
member of the Central Arizona Groundwater Replenishment
District ( Buyer. Bu er and Seller agree that Seller' s membership
in the
CAGRD is to be assumed by the Town of Oro Valley after
Closing og
f this Agreement . It shall be the sole cost and
responsibility of the Town of Oro Valley to make such arrangements
p Y
as are necessary with the CAGRD to effect the assumption of
Seller' s s membershiP in the CAGRD by the Town of Oro Valley. Seller
shall
execute anyand all documents necessary to effect the
assumption
of membershipin the CAGRD by the Town of Oro Valley and
otherwise cooperate with the Town of Oro Valley to complete the
assumption. This provision shall survive Closing.
Section 26 . Off-site Facilities Hook-up Fee.
Buyer understands and acknowledges that Seller has been
authorized bythe Arizona Corporation Commission to collect an
"Off-site
Facilities Hook-up Fee" on new connections to the
Seller' s s water system. It shall be Seller' s sole responsibility to
account to the Arizona Corporation Commission for the collection
and disbursement of these fees for the period prior to Closing.
Any funds
remainingin the "Off-site Facilities Hook-up fee"
account
after Closingshall be subject to final disposition
pursuant the
direction of the Arizona Corporation Commission, and
such funds nds shall not be transferred to the Buyer upon Closing.
Section 27 .
26 . 1 Receivables .
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
the right to reasonable access to such information during
regular business hours after Closing.
26
26 . 2 Confidentiality.
Eachart agrees to protect the proprietary information of
P Y g
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.N an Arizona an Arizona limited partnership
non-prof corporat ' .n f
, / -____.
/ AA)
By: � .I. _ .- By: r
maw -
Its: : (IAA, -� _.�L-.
F n -
Its : �'� •
d d ,
ATTEST :
•
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' X10' - (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' - /
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: AFTDF15Y9LPA78339
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, IROUBLE
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 APTIVA 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 f#1
ADDRESS: __411_E._Ian Nis_,firiv2
FENCE: __Stbairi_ljj YARD: Gravel
PRESSURE TANKS: ALL SIZE: 5.1000 Gallon s
AIR COMPRESSOR: HP „„a_ SPEEDAIRE: 2 Cjrl i nder with Tank
TELEMENTRY: __p.m_ WELL MOTOR: IQQ_HP la litany
ELECTRIC PANELS - WELL: _._Pha,5e_Fu l ly_EcQui_pEed
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE _12 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: a WELL MOTOR: 50 HP US Motor
ELECTRIC PANELS - WELL: _ .Sbasuipp.e.d
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 #L3
ADDRESS: 9054 N Bald Ea_g e
FENCE: __Lb i n Link YARD: Dirt
PRESSURE TANKS: # 1 SIZE: 52_900 Gallons
AIR COMPRESSOR: HP 3 SPEEDA IRE: 2 cylinder No Tank
TELEMENTRY: __•priv. __Lina_ WELL MOTOR : 150 HP US Motor
ELECTRIC PANELS - WELL: _ ..pbFlI.q u•
ELECTRIC PANELS - BOOSTER: -- -P-k14 ,a- -w14 •
ppzd
BOOSTER PUMPS: HP __?5 MODEL Beyiaey
HP __tom MODEL Bey ey
HP 4l1- MODEL _Berkley
HP MODEL
METER: SIZE au MODEL 20c.kWell
STORAGE TANK: L�.�.�QQ. GALLONS
SHED CONTENTS: __LiQT _1.=11Lacr.1 .ci_c_l a-Val on fill line into s torn e tank
EXHIBIT "L"
TO ASSET PURCHASE AGREEMENT
DEPARTMENT OF WATER RESOURCE STATUS
171
--)- CEIVE0
Kt:
6-tt •
44,)
ARIZONA DEPARTMENT OF WATER RESOURCES 411111116.t,
Hydrology Division
Park Place VI p:tjc
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,
GregC allace
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
Arizona limited partnership.
Notary Public
My Commission Expires:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___ 4
ADDRESS: 10156 N Camino Torreo
FENCE: Block Wall YARD: Gravel
PRESSURE TANKS: * 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP .JLA SPEEDAIRE: N/A
TELEMENTRY: �,J� � _Lj� * WELL MOTOR: 75 HP US Motor
ELECTRIC PANELS - WELL: Pb��� F.g11� Enui piled
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE a" MODEL Rater SDQ.Ilijlty
STORAGE TANK: GALLONS
SHED CONTENTS: __Extrienta.L Jb ja._wi11 s i, e is shared with the Sheraton El
__LQn u1.st o.rr__aQl. _C.gQrse Maintenance. 6" Ames reduced_pressure
__ba.dcf1Qw. .reyQn_t.er___6"_Me r from 24 wel 1 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: ___LD��$ N La Canada Drive
FENCE: Block Wal 1 YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 Cylinder with Tank
TELEMENTRY: �J� I � (�j WELL MOTOR: 100 HP US Motor
ELECTRIC PANELS - WELL: ph� ELLLty _Equipped
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE 5" MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS: the El Con9 ui stador Gol f
__Cay trs.e_C .i.nt am .e_$} a _aai n g. Itati on. There i s o n e
vault, thatsus_p1 ies water
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__a_
ADDRESS: __- -- - Lf1REI] Slug
FENCE: ___� j� Lt YARD: Gravel
PRESSURE TANKS: #_� SIZE: 5,000 Gallons
AIR COMPRESSOR: HP SPEEDAIRE: 2 C l i nder No Tank
TELEMENTRY: J1S s Lj� WELL MOTOR: 60 HP US Motor
ELECTRIC PANELS - WELL: _._3.1'b�Sp Th L1 .E Lled
ELECTRIC PANELS - BOOSTER:
E300STER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
PETER: SIZE 6" MODEL Sensus
;TORAGE TANK: GALLONS
;HED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE A7
ADDRESS: 30 W Appalachian
FENCE: Chain Link with Slats YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5 L)00 Gallons
AIR COMPRESSOR: HP NLA SPEEDAIRE:
T E L E M E N T R Y: __� I�(. ,,5 L 1,1'x. WELL MOTOR: 31.0 Aja 1,j$ Majp„r
ELECTRIC PANELS - WELL: _... ...Pha �uL1,4..Equ.i.p.pe�
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 i8
ADDRESS: 7 W Greenock Drive
FENCE: Block Wal l/Chain Link YARD: __ar 1/ 1
PRESSURE TANKS: # 1 SIZE: 5()D(1 Gal ions_
AIR COMPRESSOR: HP 2 SPEEDA I RE: ,2C,Lindec_.Iy.Q_Link_
TELEMENTRY: 11S Wei.1_L WELL MOTOR:Suimer_t]i_@LIT
ELECTRIC PANELS - WELL: __3_ 1u.Lly_E�.11tp.
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 4" MODEL Water Special tjy
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY : WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___11Q7.1
ADDRESS: _ aa-Tamen-
FENCE:
.T.a e -FENCE: ___a1 _liaL] YARD: j],ir_t_
PRESSURE TANKS: #_J,�Q, SIZE:
AIR COMPRESSOR: HP ALL SPEEDAIRE: jUA
TELEMENTRY: __ US_W S L WELL MOTOR: ubmer...sable_ i.Q_kiP
ELECTRIC PANELS - WELL: Phase Ft�l ly Eg,u
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE __32.1 MODEL _�.sea'isas
STORAGE TANK: GALLONS
SHED CONTENTS: __This WP]1_ fir,. .c_tly._Lit a_lake_dt_.9.racaz_.ga�. ..�a�rs�,..
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__j10
ADDRESS: __.$9.02_N....Haxtaut_
FENCE: _Chaim ink YARD: Parti al 1y Gravel ed
PRESSURE TANKS: 41_1 SIZE: 5000 Ga 1 1 ons
AIR COMPRESSOR: HP - -A-- SPEEDAIRE: _J
TELEMENTRY: ___.Pr.i-v .te_Li.ne WELL MOTOR: 150 HP US Motor
ELECTRIC PANELS - WELL: _ 213.a. _e_fully_Ectui.ppgd.
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 82" MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__j i
ADDRESS: ___BilL1t .51.4,11.rd Pl ace
FENCE: ___Rio (u.411 YARD: Gravel
PRESSURE TANKS: #_L SIZE: 5_,000 Gallons
AIR COMPRESSOR: HP SPEEDAIRE: NLA
TELEMENTRY: � WELL MOTOR: 12,1112 US Motor
ELECTRIC PANELS - WELL: _„ _2.1aaae_ElU.,Y_Eculapact.
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE �!' MODEL 1
STORAGE TANK: GALLONS
SHED CONTENTS: One 50 _141 1 on Drum well of l Five 2 9a l l on cans, eye wash
and shower set ua. Miscellaneous darts, galvanized cla-val ,
_gaskets-fl anc0type., one round _point shovel , two body aprons,
one 5Ogallon drum zinc_phosphate, two 3O_9allon 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 SITE___412
ADDRESS: __L22mbex. ..Lajaia_
FENCE: adillJJjj.k YARD: Gravel
PRESSURE TANKS: #_] SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 cylinder with Tank
TELEMENTRY: �� � � � WELL MOTOR: 200 HP US Motor
ELECTRIC PANELS - WELL: __3_Ehaae_Eully_EgulD.ped.
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _22' MODEL Rockwell
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL S I TE__J13
ADDRESS: ___CIAL r.P...en ack..ar lYil
FENCE: jt fence around Eum_p. FenceDirt
YARD.
and block wall around pressure
tank.
PRESSURE TANKS: # 1 SIZE: 5,000 qal I ons
AIR COMPRESSOR: HP NIA SPEEDAIRE: N/A
TELEMENTRY: __Na WELL MOTOR: /N A
ELECTRIC PANELS - WELL: NIA
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER : SIZE _Jia. MODEL
STORAGE TANK: GALLONS
SHED CONTENTS: w.�.1j_hIs been abandoned
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE___)
ADDRESS: __J 5.65 yL_.anai 1Ls Drive
FENCE: Ci n Unk YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5000 Gallons
AIR COMPRESSOR: HP _2.. SPEEDA I RE: 2 cylinder No Tank
TELEMENTRY: llSJ�es� Ji� WELL MOTOR: 100 HP GE Motor
ELECTRIC PANELS - WELL: __3._Pb.as.e_Eu.L,y_EgJJ ppad.
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE 8 ' MODEL Rockwel 1
STORAGE TANK: GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE____ns
ADDRESS: __.154.1_P_L,schittilderness..JR.ad.
FENCE: __..g�ack._.111L YARD: Gravel
PRESSURE TANKS: #j SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 4/a SPEEDAIRE:
TELEMENTRY: p � te_Li Jae. WELL MOTOR•
125 HP US Motor
ELECTRIC PANELS - WELL: _3_ehase_Ealy_EsILdpwast
ELECTRIC PANELS - BOOSTER:
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _j" MODEL Rockwell
STORAGE TANK: GALLONS
SHED CONTENTS: _0. _WI. 2 alLia '2
__Orte_Er... J 11.rLivlS?tgr 1 HPL one Dayton 2 HP motorL one a i r
_comb r e.s.s o r_2.. cy1 ircr.,.
CANADA HILLS WATER COMPANY
INVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE__4JZ
ADDRESS: __ 1 ng-4C1..SI.a rSe.arther
FENCE: __J].o.CL11 YARD: Gravel
PRESSURE TANKS: #_L SIZE: 5,000 Gall ons
AIR COMPRESSOR: HP jux_cha.r.gec SPEEDAIRE:
TELEMENTRY: US st,�j�e WELL MOTOR: 125 HP US Motor
ELECTRIC PANELS - WELL: _3_Pha_ _ Eqiiipp ad.
ELECTRIC PANELS - BOOSTER :
BOOSTER PUMPS: HP MODEL
HP MODEL
HP MODEL
HP MODEL
METER: SIZE _�!' MODEL Sen s us
STORAGE TANK : GALLONS
SHED CONTENTS:
CANADA HILLS WATER COMPANY
IhlVENTORY: WELL SITES/BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
WELL SITE -4 ' D
ADDRESS:
FENCE: YARD:
PRESSURE TANKS: # SI2E:
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: CLL /5 ?3JL,&Jf - _rytILLCO i)07 A))
oF" /'3v-q6
CANADA HILLS WATER COMPANY
INVENTORY: STORAGE FACILITIES
PREPARED: 1/29/96
STORAGE FACILITY. _A11Lesi Signal La Reserve
ADDRESS: __1Q29.0_jJBe.arye Place
FENCE: __Cb.&i i_Li1k YARD: Dirt
SIZE: --16.-fe t_in_be igAL GALLONS; 500 000
TELEMENTRY: _Available
SHED CONTENTS:
OR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: STORAGE FACILITIES
PREPARED: 1/29/96
STORAGE FACILITY: 2800 Zone Glover
ADDRESS: fl9.S N Verch Wa_y
FENCE: __.B1Qc1�j lL YARD: Dirt
SIZE: ___32_f . in height GALLONS: 500,000
TELEMENTRY: USS West Line
SHED CONTENTS : _flee sheds . See shed inventory. This site is also
OR COMMENTS:
_.used as our maintenance area.
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: Pusch Ride
ADDRESS: __LD _E_Li,nda Vista
FENCE: __akin Link YARD: Dirt
PRESSURE TANKS: # 1 SIZE: 1,000 Gallons
AIR COMPRESSOR: HP 3/4 SPEEDA I RE: 1 Cylinder No Tank
TELEMENTRY: NJA
ELECTRIC PANELS - BOOSTER: 1 Phase Fully Egui p_ped
BOOSTER PUMPS: HP 5 MODEL Submersible LFranklinj
HP MODEL
HP MODEL
HP MODEL
METER : SIZE _NIA_ MODEL NLA
STORAGE TANK: GALLONS
SHED CONTENTS:
OR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY : BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS:
ADDRESS: -_�3L3....�._Li da_Vis±a_arLY.e
FENCE: _ Clod- .--.Ljut. YARD: Plrti a 1 Graveled
PRESSURE TANKS: *a_ SIZE: 5�000 Gal 1 ons
AIR COMPRESSOR : HP 3 SPEEDA I RE: 2 al i nder No Tank
TELEMENTRY:
ELECTRIC PANELS - BOOSTER : _3210SE'_J..1,d1
BOOSTER PUMPS: HP _sa MODEL __fi.erk.l e
y
HP _5a MODEL Berklery
HP MODEL
HP MODEL
METER: SIZE ��� MODEL McC romete r
STORAGE TANK : 3Q0JUT GALLONS
SHED CONTENTS: _.DneC1� �1�11v�h..ayea_ .tar tc_h-Labe r home areas i n
OR COMMENTS:
_TuadlAidge_fatifas—
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: _near Rin
ADDRESS: __911L.11_1A_ RP S.e.t".y_e_..E Lice
FENCE: ---C -L _ YARD: Gravel
PRESSURE TANKS: #2 SIZE: 5,000 Gallons (each)
AIR COMPRESSOR: HP NLA SPEEDA I RE: N/A
TELEMENTRY : US West Line
ELECTRIC PANELS - BOOSTER : _a Phase Fully. Equi peed
BOOSTER PUMPS: HP _225ap MODEL US Motor
HP _3_,_1.5KP MODEL US Motor
HP _l_`1��J�P MODEL US Motor
HP MODEL
METER: SIZE _� MODEL McCrometer
STORAGE TANK: __5o.a OD GALLONS
SHED CONTENTS:
DR COMMENTS:
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: __x,(1441 Starsearcher
FENCE: Block Wall YARD: Gravel
PRESSURE TANKS: # 1 SIZE: 5,000 Gal 1 ons
AIR COMPRESSOR: HP Air Charger SPEEDA I RE:
TELEMENTRY: US West Line
ELECTRIC PANELS - BOOSTER: 3 Phase Fully Equipped
BOOSTER PUMPS: HP _aa MODEL Berkley
HP _aa MODEL Berkley
HP 2Q MODEL Berkl ery
HP MODEL
METER: SIZE _12," MODEL Sensus
STORAGE TANK: GALLONS
SHED CONTENTS:
OR COMMENTS:
CANADA HILLS WATER COMPANY
INVENTORY: BOOSTER STATIONS/STORAGE FACILITIES
PREPARED: 1/29/96
BOOSTER STATIONS: Jog
ADDRESS: JQQ0 N Lamino Torreo
FENCE: Block Wall YARD: Dirt
PRESSURE TANKS: # 1 SIZE: 5,000 Gallons
AIR COMPRESSOR: HP 2 SPEEDAIRE: 2 Cylinder No Tank
TELEMENTRY: �S Wn Line
ELECTRIC PANELS - BOOSTER
BOOSTER PUMPS: HP _1Q MODEL U5 Motor
HP _25. MODEL -_lb j.dar
HP MODEL
HP MODEL
METER: SIZE _.6" MODEL
111CrQmeter
STORAGE TANK : GALLONS
SHED CONTENTS:
OR COMMENTS: