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EXHIBIT 2.3
ASSIGNMENT
THIS ASSIGNMENT is made and agreed to this 7th day of April, 1999, by
and among the Florida Governmental Utility Authority, a legal entity and public
body created by interlocal agreement pursuant to Section 163.01 (7), Florida
Statutes, (the "Purchaser"), Xxx County, Florida, a political subdivision of
the State of Florida (the "Assignee"), and consented to by Florida Cities Water
Company, a Florida corporation ("FCWC") and Poinciana Utilities, Inc., a
Florida corporation ("PUI"). FCWC and PUI are collectively referred to herein
as the "Sellers".
WITNESSETH
NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and agreements contained herein, together with $10 and other
good and valuable consideration exchanged between the parties, the parties to
this Assignment do undertake, promise and agree for themselves and their
permitted successors and assigns as follows:
SECTION 1. DEFINITIONS. As used in this Assignment capitalized terms
shall have meanings as defined in the Utility System Asset Acquisition
Agreement dated April 1, 1999, and entered into between the Purchaser and the
Seller (the "Agreement") and the meanings as defined herein unless the context
requires otherwise:
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) Purchaser and Sellers have entered into the Agreement,
which provides in Section 6.06 thereof that the transactions
contemplated therein are severable; provided all of the water and
wastewater utility systems addressed therein are purchased and sold
simultaneously, and that any such assignment shall not be effective
unless and until the Assignee and the Purchaser have executed and
delivered to the Sellers a satisfactory assignment and assumption
agreement.
(B) The Assignee is one of the initial members of the
Interlocal Agreement Relating to Establishment of the Florida
Governmental Utility Authority dated February 1, 1999 (the "Interlocal
Agreement"). Pursuant to the Interlocal Agreement, the Assignee has
the right to acquire the Purchased Assets comprising the Ft. Xxxxx
System.
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(C) The Assignee desires to immediately acquire the Purchased
Assets relating to the Ft. Xxxxx System and the Purchaser is willing
to assign the Assignee such rights in conformance with the Agreement
and the Interlocal Agreement.
SECTION 3. ASSIGNMENT AND ASSUMPTION.
(A) Pursuant to the Interlocal Agreement and the Agreement,
the Purchaser hereby assigns, transfers, conveys, grants, bargains and
sells unto the Assignee all of Purchaser's rights, remedies, powers,
title, interests, duties, obligations and responsibilities arising
under the Agreement which relate to the Ft. Xxxxx System and the
Purchased Assets associated therewith; and Sellers hereby consent and
agree to such assignment and assumption. Except as provided in
subsection (B) of this Assignment, such assignment and assumption
shall be deemed subject to and be in all respects in conformance with
all provisions of the Agreement.
(B) Notwithstanding the provisions of Section 4.06 of the
Agreement, the Net Interest Adjustment to the purchase price of
$135,885,000 for the Ft. Xxxxx System shall be based on an assumed
Arbitrage Yield on the Bonds issued by Xxx County calculated by using
the lowest bond yield achieved on any series of Bonds issued by the
GUA rather than the bond yield achieved on the Bonds issued by Xxx
County and a bond insurance premium of 22.75 basis points.
(C) The Assignee hereby accepts and agrees to, and the
Sellers hereby consent to, the assignment and assumption of all of the
Purchaser's rights, remedies, powers, title, interests, duties,
obligations and responsibilities arising under the Agreement which
relate to the Ft. Xxxxx System and the Purchased Assets associated
therewith.
(D) The parties agree and acknowledge that in facilitating
closing all instruments required to close relating to the Ft. Xxxxx
System will be separately executed and directly conveyed from the
Sellers to the Assignee.
(E) The Agreement is hereby incorporated herein by
reference.
SECTION 4. BINDING EFFECT. This assignment shall inure to the benefit
of and be binding upon the parties hereto and their successors and assigns.
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SECTION 4. BUILDING EFFECT. This assignment shall inure to the benefit
of and be binding upon the parties hereto and their successors and assigns.
IN WITNESS WHEREOF, the Purchaser has caused this Assignment, the
Assignee has accepted same, and the Sellers have consented thereto; this
Assignment has been duly executed and entered into on the date first above
written.
FLORIDA GOVERNMENTAL
UTILITY AUTHORITY
ATTEST: By: /s/ Lea Xxx Xxxxxx
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Chairman
By: /s/ Xxxxxx X. Xxxxxx
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Secretary - Treasurer
BOARD OF COUNTY COMMISSIONERS OF
XXX COUNTY, FLORIDA
(SEAL)
By: /s/ Xxxx X. Albion
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Vice-Chairman
ATTEST:
XXXXXXX XXXXX, Clerk
of the Circuit Court
and Ex-Officio Clerk
of the Board of County
Commissioners of Xxx APPROVED AS TO FORM
County, Florida
By: /s/ Xxxxx Xxxxxx
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Office of County Attorney
By: /s/ Xxxx X. Xxxxxx, Deputy Clerk
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Clerk
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FLORIDA CITIES WATER COMPANY
By: /s/ Xxxxxxx X. Xxxxxx
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Vice-President
ATTEST:
By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
POINCIANA UTILITIES, INC.
By: /s/ Xxxxxxx X. Xxxxxx
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Vice-President
ATTEST:
By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
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