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EXHIBIT 2.2
ADDENDUM TO UTILITY SYSTEM ASSET ACQUISITION AGREEMENT
CONCERNING THE FORT XXXXX UTILITY SYSTEM
THIS ADDENDUM is made and agreed to this _____ day of April, 1999, by
and between Xxx County, Florida, a political subdivision of the State of Florida
(the "County"), and Florida Cities Company, a Florida corporation ("FCWC") and
Poinciana Utilities, Inc., a Florida corporation ("PUI"). FCWC and PUI are
collectively referred herein as the "Sellers".
WITNESSETH
NOW THEREFORE, in consideration of the mutual promises, covenants,
representations and agreements contained herein, together with $10.00 and other
good and valuable consideration exchanged between the parties, the parties to
this Addendum do undertake, promise and agree for themselves and their permitted
successors and assigns as follows:
SECTION 1. DEFINITIONS. As used in this Addendum capitalized terms shall
have meanings as defined in the Utility System Asset Acquisition Agreement dated
April ____, 1999, (the "Agreement"), the Assignment from the Florida
Governmental Utility Authority to the County dated April ____, 1999 relating to
the Fort Xxxxx System (the "Assignment") and the meanings as defined herein
unless the context requires otherwise:
(A) "TOWN SYSTEM" means that portion of the Fort Xxxxx System located
substantially within and which predominantly serves the
incorporated area of the Town of Fort Xxxxx Beach, Florida,
commencing at a point of connection as designated in the Bulk
Service Agreement attached hereto as Exhibit 1.
SECTION 2. FINDINGS. It is hereby ascertained, determined and declared
that:
(A) Pursuant to the Interlocal Agreement Relating to Establishment of
the Florida Governmental Utility Authority dated February 1, 1999,
and the Agreement, the Florida Governmental Utility Authority has
assigned to the County the right and obligation to acquire the
Purchased Assets comprising the Fort Xxxxx System and the Sellers
have consented to such assignment (the "Assignment").
SECTION 3. FINDINGS CONCERNING THE TOWN OF FORT XXXXX BEACH. It is hereby
ascertained, determined and declared by the County that:
(A) The acquisition of the Fort Xxxxx System by the County serves a
public purpose and is in the best interest of the citizens of the
County.
(B) In recognition of the Addendum to the Agreement authorized by
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hereto, that the portion of the Fort Xxxxx System located
substantially within and which predominantly services the
incorporated area of the Town of Fort Xxxxx Beach is separate,
distinct and severable from the remaining assets of the Fort
Xxxxx System which is located outside of the municipal
boundaries of the Town.
(C) The severance of the Fort Xxxxx System and the acquisition of only
that portion of the Fort Xxxxx System which is outside of the
municipal boundaries of the Town of Fort Xxxxx Beach, is both
physically and financially feasible and that not detrimentally
impact the service within either area. The County anticipates that
water will be provided to those customers within the Town of Fort
Xxxxx Beach through a "bulk service" type agreement at rates
consistent with those that are currently being imposed by the
County.
SECTION 4. ADDENDUM TO ACQUISITION AGREEMENT.
(A) The County and the Sellers agree that closing shall occur as
contemplated in the Agreement and the Assignment for the Fort
Xxxxx System, save and except that portion thereof described as
the Town System. Closing shall occur on the Town System as
provided herein.
(B) The purchase price allocated to the Fort Xxxxx System shall be
reduced by the amount of $3,330,255 and the purchase price for the
Town System shall be $3,330,255; all subjected to terms,
conditions, prorations and other adjustments as provided in the
Agreement, the Assignment and this Addendum.
(C) Closing on the Town System shall be delayed until the sooner of
thirty (30) days after (1) the negotiated resolution of the
objections raised by the Town of Fort Xxxxx Beach in Xxx County
Case No. 99-1753CA-JBR; or (2) a final judicial determination
thereof.
(D) In order to facilitate the provisions of this Addendum: (1) the
County and Florida Cities Water Company shall enter into a Bulk
Service Agreement in substantially the form attached hereto as
Exhibit 1 for the provisions of potable water services to the Town
System; (2) the County and Avatar Utility Services, Inc. shall
amend the Fort Xxxxx System Utility Operations, Billing and
Customer Service Agreement in substantially the form attached
hereto as Exhibit 2; (3) the parties agree that the estimates of
liabilities assumed for customer deposits in Section 5.05 (B)(6)
of the Agreement will be adjusted from $830,000 to $735,000; and
(4) the parties agree that the estimates of billed accounts
receivable and unbilled accounts receivable in Section 5.05 (C)
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will be adjusted from $900,000 to $797,000 and from $783,000,
respectively.
(E) Except as otherwise provide herein the Agreement and the
Assignment shall otherwise remain in full force and effect.
(F) The Agreement and the Assignment are hereby incorporated herein by
reference.
SECTION 5. BINING EFFECT. This Addendum shall enure to the benefit of and
binding upon the parties hereto and their successors and assigns.
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IN WITNESS WHEREOF, the Addendum has been duly executed and entered into on
the date first above written.
BOARD OF COUNTY COMMISSIONERS OF
XXX COUNTY, FLORIDA
By: /s/ Xxxx X. Albion
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Vice-Chairman
ATTEST: XXXXXXX XXXXX
CLERK OF COURTS
By: /s/ Xxxxxx X. Xxxxxx APPROVED AS TO FORM:
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Deputy Clerk By: /s/ Xxxxx Xxxxxx
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Office of the County Attorney
FLORIDA CITIES WATER COMPANY
ATTEST: By: /s/ Xxxxxxx X. Xxxxxx
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Vice-President
By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
POINCIANA UTILITIES, INC.
ATTEST: By: /s/ Xxxxxxx X. Xxxxxx
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Vice-President
By: /s/ Xxxxx X. Xxxxxxxx
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Secretary
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