HomeMy Public PortalAboutResolution 2022-15 - Foxwood AdditionRESOLUTION: 2022-15
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CRESTVIEW, FLORIDA, DIRECTING AND AUTHORIZING THE
ACQUISITION OF SUBSTANTIALLY ALL OF THE ASSETS
COMPRISING THE WATER UTILITY SYSTEM AT THE FOXWOOD
ADDITION SUBDIVISION IN CRESTVIEW OWNED BY OKALOOSA
COUNTY, FLORIDA; FINDING THAT THE ACQUISITION IS IN THE
PUBLIC INTEREST AND SERVES A PARAMOUNT PUBLIC
PURPOSE; APPROVING AND AUTHORIZING THE MAYOR TO
EXECUTE THE INTERLOCAL AGREEMENT OF PURCHASE AND
SALE; APPROVING AND AUTHORIZING THE EXECUTION OF
ACQUISITION CLOSING DOCUMENTS; AND PROVIDING FOR
APPLICABILITY AND AN EFFECTIVE DATE
BE IT RESOLVED BY THE CITY COUNCIL OF CRESTVIEW, FLORIDA AS FOLLOWS:
SECTION 1— AUTHORITY. Pursuant to Article VII, Florida Constitution and chapter 180, Florida Statutes,
the City Council ("Council") of the City of Crestview (the "City") has the power to purchase, sell, or privatize
water, sewer, or wastewater reuse utilities.
SECTION 2 — INCORPORATION BY REFERENCE. The Executive Summary, including a description of
the Okaloosa County (the "County") Foxwood Addition water utility system and facilities within Crestview (the
"System"), a statement concerning the most recent income and expense statement, a statement concerning the
most recent available balance sheet, a description of the system's physical condition, a statement on the
reasonableness of the price, a statement on customer impacts, a statement on additional investments required by
the City and the City's ability and willingness to make these investments, a description of any alternatives to
acquisition by the City, and a statement regarding the ability of the City to operate acquired systems, presented
at this public hearing and filed with the Clerk of Courts are hereby incorporated herein by reference and made a
part hereof (hereafter referred to as the "Report"). The Report is attached hereto as Attachment 1. The Report is
intended to be a statement demonstrating that the acquisition of the System is in the public interest.
SECTION 3 — FINDINGS. It is hereby ascertained, determined and declared:
1. Pursuant to Article VII, Florida Constitution and chapter 180, Florida Statutes, the City has the power to
purchase, sell or privatize water, sewer or wastewater reuse utilities.
2. The County owns and operates certain water production, treatment storage, transmission and distribution
systems; wastewater collection, treatment and disposal systems; and reuse systems within the State of
Florida.
3. The Council is required to hold a public hearing on the acquisition of the County System to the City of
Crestview, in accordance with s. 180.301, Florida Statutes, to ensure that such acquisition serves the
public interest. A public hearing was held on May 23, 2022. The public hearing was advertised in the
Crestview News Bulletin which is a newspaper of general circulation within the County including within
the City of Crestview. All interested persons had an opportunity to attend and participate and to file
written comments.
4. City of Crestview ownership of the System will provide an opportunity for the City to:
1. further develop a regional approach to the comprehensive supply, distribution, and treatment of
water;
2. achieve economies of scale relative to utility operations, maintenance, customer service and
management;
3. ensure that the operation and maintenance of the System is done in a proactive and
environmentally responsible manner;
4. stabilize rates over the long term, reduce inefficient expansion and optimize public infrastructure
Approved:
capacity investments;
5. focus on the appropriate expansion and interconnection of existing facilities and the construction
of future facilities in a coordinated and uniform manner which ensures full regulatory
compliance and improvements of environmental conditions in a fragile springshed area; and
6. coordinate the expansion and extension of facilities in a manner consistent with local
government comprehensive planning.
SECTION 4 — DETERMINATION OF PUBLIC USE AND BENEFIT. Contingent upon the approval by
the City of Crestview of water and wastewater rates to be effective on the closing date that meet the
requirements set forth in the Interlocal Agreement for Purchase and Sale; and based upon its legislative findings
incorporated in Section 3, the Council expressly determines that the acquisition of the System to the City,
pursuant to the terms of the Interlocal Agreement for the Purchase and Sale of Utility Assets, by and between
Okaloosa County, Florida, and the City of Crestview, attached hereto as Attachment 2; and the provision of
water services through facilities owned by the City constitutes a paramount public purpose and is in the best
interests of the health, safety, and welfare of affected ratepayers and the inhabitants of Okaloosa County that are
within the Foxwood Addition subdivision service area of the System.
SECTION 5 — PUBLIC INTEREST DETERMINATION OF PURCHASE. In making the public interest
determination concerning the transactions contemplated by the City relating to the acquisition of the System,.
the Council has considered numerous factors, including but not limited to those prescribed by s. 180.301,
Florida Statutes.
SECTION 6 — APPROVAL OF THE INTERLOCAL AGREEMENT FOR THE PURCHASE AND
SALE OF UTILITY ASSETS BY AND BETWEEN OKALOOSA COUNTY, FLORIDA, AND THE
CITY OF CRESTVIEW. The Interlocal Agreement for the Purchase and Sale of Utility Assets by and
between Okaloosa County, Florida, and the City of Crestview ("Purchase Agreement"), submitted to this public
meeting is hereby approved in substantially the form attached hereto as Attachment 3. The Mayor is hereby
authorized to execute said Purchase Agreement.
SECTION 7 — AUTHORITY TO CLOSE; APPROVAL OF ACQUISITION DOCUMENTS. The Mayor,
staff and legal counsel are hereby authorized and directed to execute and deliver all documents, papers, and
instruments (collectively, the "Acquisition Documents") and take all actions necessary and proper to effect the
acquisition of the System, as applicable. Execution of the Acquisition Documents by the Mayor shall be deemed
to be conclusive evidence of approval of such Acquisition Documents.
SECTION 8 — APPLICABILITY AND EFFECTIVE DATE. This Resolution shall be liberally construed to
affect the purposes hereof and shall take effect immediately upon its adoption. „etbsee,.,,s
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Passed and adopted in regular session this 23rd day of May 2022. 0.•114r /F'•,,
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Attest:
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Mayor City Clerk
INTERLOCAL AGREEMENT FOR
THE PURCHASE AND SALE OF
UTILITY ASSETS ASSOCIATED WITH FOXWOOD
ADDITION
By and Between
OKALOOSA COUNTY, FLORIDA
Seller,
and
CITY OF CRESTVIEW, FLORIDA
Purchaser
1U10, -11 , 2022
INTERLOCAL AGREEMENT
FOR THE PURCHASE AND SALE OF UTILITY ASSETS
This Interlocal Agreement for the Puschase and Sale of Utility Assets (the "Purchase
Agreement") is made and entered into this a3ay of NA r.., 2022, by and between
Okaloosa County, a political subdivision of the State of Florida ("County" or "Seller"), and the
City of Crestview, a municipal corporation of the state of Florida ("City" or "Purchaser"), hereafter
collectively referred to as the "Parties."
RECITALS
WHEREAS, the Seller owns and maintains water infrastructure within what is commonly
known as the Foxwood Addition plat, consisting of potable water mains, services, meters, and
associated parts, (collectively, the "Utility System"), serving customers within the unincorporated
area of the County pursuant to its home rule authority and authority provided pursuant to Florida
law; and
WHEREAS, the Utility System is interconnected with the utility assets associated with a
residential subdivision known as Foxwood Estates, which was annexed into the incorporated City
of Crestview in 2021, and which assets were acquired from the County to the City via an existing
Interlocal Agreement known as Revised Water and Sewer Area Map entered into on May 15, 2001,
Foxwood Addition is not within the incorporated areas of the City; and
WHEREAS, the Purchaser, pursuant to Section 180.02, Florida Statutes (the "Florida
Interlocal Cooperation Act"), is authorized to acquire the Seller's Utility System and has the power
and authority under certain circumstances to provide potable water infrastructure and service
outside of its corporate limits when desirable or necessary to promote the public health, safety, and
welfare; and
WHEREAS, the Seller desires to transfer and the Purchaser desires to acquire the Utility
System of the Seller for the consideration and on the terms and subject to the conditions set forth
in this Purchase Agreement; and
WHEREAS, as required by law, the Seller and the Purchaser held public hearings on the
proposed purchase and sale contemplated herein to determine whether such purchase is in the
public interest; and
WHEREAS, this Interlocal Agreement for the Purchase and Sale of Utility Assets within
Foxwood Addition is authorized pursuant to the provisions of Chapters 163, Florida Statutes, and
other applicable law.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
SECTION 1. Recitals. The above Recitals are true and correct and are hereby
incorporated into this Purchase Agreement by reference.
SECTION 2. Covenant to Purchase and Sell: Description of Purchased Assets.,
a. Purchaser shall buy from Seller, and Seller shall sell to Purchaser, the Purchased
Assets (as hereinafter defined) upon the terms, and subject to the conditions precedent, set forth in
this Purchase Agreement.
b. "Purchased Assets" shall include all assets and rights, which may be both tangible
and intangible, that Seller owns, and which comprise the Utility System, including but not limited
to:
i. All existing utility system infrastructure contained within the Foxwood
Addition plat (Exhibit A), including but not limited to water mains, services, and all equipment
contained within each meter box.
ii. All service area rights, responsibilities, and obligations to construct and
maintain the utility system within the Foxwood Addition for purposes of providing water and/or
sewer service to existing and future customers.
iii. Listing of each existing meter location with associated meter number, meter
size, and service address and well as the final meter reading associated with each existing customer
of the Seller.
iv. Copies of all sets of record drawings, including as -built drawings of the
Utility System and rights of Seller to obtain copies of such items from engineers, contractors,
consultants or other third parties, in paper and electronic form.
c. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS PURCHASE
AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN TO
PURCHASER IN CONNECTION WITH THIS PURCHASE AGREEMENT.
SECTION 3. Purchase Price. The total consideration to be paid for the Utility System is
the Purchase Price. Seller and Purchaser covenant and agree that the Purchase Price is to be paid
to Seller upon Closing.
a. Cash Payment: Purchaser shall pay to Seller $327,500 which is representative of 5
years of estimated revenue generated by the existing 88 water service connections.
c. Accounts Receivable: After Closing, and once the Purchaser completes all
connections to the existing water infrastructure necessary to take over the provision of potable
water service, a final meter reading will be obtained for each of the meters within Foxwood
Addition. The associated customer utility accounts that were established with the Seller will be
finalized utilizing the final reading, and the customers will be issued a final bill. Any customer
deposits held by the Seller will be applied to the customer's account prior to issuance of the final
bill. Any debts owed at that time will be the Sellers responsibility to attempt to collect from the
account holder. The Purchaser will establish new accounts for each meter location. The final meter
reading taken by the Seller at each location will be used as the starting meter reading when the
Purchaser establishes their own customer account for each responsible party within Foxwood
Addition.
d. Capacity Expansion Charges: All existing Capacity Expansion Charges that have
been paid by the property owners within Foxwood Addition to the Seller are for locations that have
been connected to the public water system and therefore shall not be refunded to the customer, nor
transferred in any part to the Purchaser.
SECTION 4. Representations and Warranties of Seller.. As a material inducement to the
Purchaser to execute this Purchase Agreement and perform its obligations hereunder, the Seller
represents and warrants to the Purchaser as follows:
a. The Seller is a political subdivision of the State of Florida with all requisite power
and authority, and has taken all requisite action necessary, to (i) enter into this Purchase
Agreement, and (ii) perform all of the terms and conditions of this Purchase Agreement.
b. The governing body of Seller has approved Seller entering into this Purchase
Agreement and has held all necessary public hearings required to authorize the Seller's sale of the
Utility System, and Seller has taken or will take prior to Closing all other appropriate governmental
actions required to be taken by the Seller.
c. This Purchase Agreement constitutes, and all other agreements to be executed by
the Seller with respect to this Purchase Agreement will constitute, when executed and delivered,
valid and binding obligations of the Seller, enforceable in accordance with their terms.
d. To the best of Seller's knowledge, the execution, delivery and performance of this
Purchase Agreement will not violate any provision of law, order of any court or agency of
government applicable to the Seller, or any bond, Certificate, indenture, agreement, or other
instrument to which the Seller is a party, or by which it is bound.
e. To the best of Seller's knowledge, Seller's access to the utilities is pursuant to the
utility easements and structures dedication as shown on the plat for Foxwood Addition as found in
Plat Book 18, Page 59 of the public records of Okaloosa County, Florida. At time of closing Seller
shall provide an Assignment of Interest to Purchaser for its interest within the utility easement and
structures for purposes of providing water services. The County retains any right it may have, if
any, in the roads, easements, parks, drainage and utility easements for other purposes.
f. Environmental Law Compliance.
i. Definitions.
(a) "Environmental Law" means any federal, state, or local statute,
order, regulation, ordinance, or common law or equitable doctrine, relating to the protection of
human health or the environment in effect as of the Closing Date and includes but is not limited
to, The Florida Air and Water Pollution Control Act (Chapter 403, Florida Statutes), the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")(42
U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Clean Water Act (33 U.S.C. § 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §
2601 et seq.), and the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), as such have been
amended or supplemented as of the Closing Date, the regulations promulgated pursuant thereto
and in effect as of the Closing Date and any conditions and requirements contained in any permits
possessed by the Seller from any federal, state or local agencies necessary to operate the Utility
System.
(b) "Hazardous Material" means petroleum or any substance, material,
or waste which is regulated under any Environmental Law in the jurisdictions in which the Seller
conducts its utility operations including, without limitation, any material or substance that is
defined as or considered to be a "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," "restricted hazardous waste," "pollutant," "toxic waste," or "toxic
substance" under any provision of Environmental Law.
(c) "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, or dispersal into the environment, at or from any property
owned or operated by the Seller or related to Hazardous Materials generated by Seller.
(d) "Remedial Action" means all actions required to (i) clean up,
remove, or treat any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize
the further Release of any Hazardous Material so it does not endanger or threaten to endanger
public health or welfare or the environment; or (iii) perform pre -remedial studies and
investigations or post -remedial monitoring and care directly related to or in connection with any
such remedial action.
ii. Representations of Seller regarding Environmental Law Compliance:
(a) To the best of Seller's knowledge, the Utility System is in material
compliance with all applicable Environmental Laws relating to the Utility System and the Seller
is aware of no material liability thereunder, and there is no reasonable basis for the Seller to believe
that any such liability exists.
(b) To the best of Seller's knowledge, Seller has obtained all permits
required, or has submitted application renewals for such permits in a timely manner under
applicable Environmental Laws necessary for the operation of the Utility System as of the date of
this Purchase Agreement.
(c) To the best of Seller's knowledge, Seller has not received within the
last three years notice of any violations or alleged violations of applicable federal, state or local
statutes, laws and regulations (including, without limitation, any applicable environmental,
building, zoning, or other law, ordinance or regulation) relating to the Utility System, and to
Seller's knowledge, there are no currently outstanding violations.
(d) To the best of Seller's knowledge, no polychlorinated biphenyl or
asbestos -containing materials, in violation of any Environmental Law are, or have been, present
on Utility System property when owned, operated, or leased by Seller, nor are there any
underground storage tanks, active or abandoned, on Utility System property owned, operated, or
leased by Seller.
(e) To the best of Seller's knowledge, there is no Hazardous Material in
violation of any Environmental Law located on any Utility System site other than properly stored
chemicals used for treatment (such as chlorine or Countymag); no Utility System site is listed or
formally proposed for listing under CERCLA, the Comprehensive Environmental Response,
Compensation Liability information System ("CERCLIS") or on any similar state list that is the
subject of federal, state, or local enforcement actions or other investigations that may lead to
claims against Seller for clean-up costs, remedial work, damages to natural resources, or for
personal injury claims, including, but not limited to, claims under CERCLA; and there is no
reasonable basis for Seller to be named in such claims or for any similar action to be brought
against Seller.
(f) To the best of Seller's knowledge, no written or verbal notification
of a Release of a Hazardous Material has been filed by or on behalf of Seller or any third party
with respect to the Utility System. No Utility System property is listed or proposed for listing on
the National Priority List promulgated pursuant to CERCLA, or CERCLIS, or any similar state
list of sites requiring investigation or clean up.
(g) To the best of Seller's knowledge, no Hazardous Material has been
released in material violation of Environmental Law at, on, or under any Utility System property.
g. To the best of Seller's knowledge there are no current actions, suits or proceedings
at law or in equity pending or, to the Seller's knowledge, threatened against the Seller before any
federal, state, municipal or other court, administrative or governmental agency or instrumentality,
domestic or foreign, which affect the Utility System or any of the Purchased Assets or the Seller's
right and ability to enter and perform its obligations under this Purchase Agreement; nor is the
Seller aware of any facts which to its knowledge are likely to result in any such action, suit or
proceeding. To the Best of Seller's knowledge, the Seller is not in default with respect to any
Certificate, permit, order or decree of any court or of any administrative or governmental agency
or instrumentality affecting the Utility System or any of the Purchased Assets. The Seller agrees
and warrants that it shall have a continuing duty to disclose to Purchaser up to and including the
Closing Date the existence and nature of all pending judicial or administrative suits, actions,
proceedings and orders which in any way relate to the Utility System.
j. To the best of Seller's knowledge, there are no facts known to Seller which have or
would have a material adverse effect upon the physical condition of the Utility System or the
Purchased Assets which are not readily observable or which have not been disclosed or provided
to Purchaser in connection with this transaction.
k. To the best of Seller's knowledge, no representation or warranty made by the Seller
in this Purchase Agreement contains any untrue statement of material facts or omits to state any
material fact required to make the statements herein contained not misleading.
1. To the best of Seller's knowledge, no part of the Utility System's plant utility
facilities, other facilities, or property was acquired by Seller through the use of eminent domain.
SECTION 5. Representations and Warranties of Purchaser. As a material inducement to
Seller to execute this Purchase Agreement and to perform its obligations hereunder, Purchaser
represents and warrants to Seller as follows:
a. Purchaser is a municipal corporation of the state of Florida, with all necessary
power and authority and has taken all requisite action necessary to (i) enter into this Purchase
Agreement, and (ii) perform all of the terms and conditions of this Purchase Agreement.
b. The governing body of Purchaser has approved Purchaser entering into this
Purchase Agreement and has held all necessary public hearings required to authorize the
Purchaser's sale of the Utility System, and Purchaser has taken or will take prior to Closing all
other appropriate governmental actions required to be taken by the Purchaser.
c. This Purchase Agreement constitutes, and all other agreements to be executed by
Purchaser with respect to this Purchase Agreement, will constitute, when executed and delivered,
valid and binding obligations of Purchaser, enforceable in accordance with their terms.
d. The execution, delivery and performance of this Purchase Agreement will not
violate any provision of law, order of any court or agency of government applicable to Purchaser,
nor any bond, indenture, agreement, or other instrument to which Purchaser is a party, or by which
it is bound.
f. All necessary public hearings required to authorize Purchaser's purchase of the
Utility System and Purchaser entering into this Purchase Agreement have been duly held and all
appropriate governmental actions required to be taken by Purchaser will have been duly taken prior
to the Closing Date.
SECTION 6. Conditions Precedent to Closing. The obligations of each Party to close the
transaction contemplated by this Purchase Agreement are subject to the conditions that, on or
before the Closing Date:
a. Neither Party is prohibited by decree or law from consummating the transaction.
b. There is not pending on the Closing Date any legal action or proceeding that
prohibits the acquisition or sale of the Purchased Assets or prohibits Purchaser or Seller from
closing the transaction or Purchaser from paying the Purchase Price, or that inhibits or restricts in
any material manner Purchaser's use, title, or enjoyment of the Utility System and Purchased
Assets.
c. Each of the other Parties hereto has performed all the undertakings required to be
performed by them under the terms of this Purchase Agreement.
d. There is not material adverse change in applicable law or in the condition or value
of the Purchased Assets or the Utility System. For purposes of this Purchase Agreement, a
"material adverse change" shall mean any event, condition, development or effect that, either
individually or in the aggregate, shall have been, or insofar as can reasonably be foreseen will be,
materially adverse to the business operations, assets, value or conditions (financial or otherwise)
of the Utility System or the Purchased Assets.
e. All warranties and representations of the other Party are true in all material respects
as of the Closing Date, except to the extent they specifically refer to another date.
SECTION 7. Pre -Closing Conduct: Covenants. The Parties covenant to each other, and
shall conduct themselves, as follows:
a. To the extent not previously provided to Purchaser, at the time of execution of this
Purchase Agreement, Seller shall have furnished to Purchaser the following, to the extent they are
in the possession of Seller, its employees, representatives, or agents (including engineers,
surveyors and other contractors utilized by Seller):
i. Copies, including electronic and digital formats, of all plans and
specifications showing the Utility System as now constructed (as -built), including any under
construction, together with detailed engineering maps showing the water supply and distribution
lines, pumps, tanks, wells, wastewater collection lines, lift stations, effluent disposal facilities,
including public access reuse water, and appurtenances as now constructed, and all other facilities
constituting the Utility System;
ii. Copies of Seller's schedules reflecting the rates, fees, and charges of Seller;
iii. A list of customers and contact information;
iv. Copies of any and all effective insurance policies with respect to the
Purchased Assets and Utility System;
b. During the period between the Effective Date of this Purchase Agreement and the
Closing Date, Seller shall:
Operate and maintain the Utility System and Purchased Assets in a normal
and ordinary manner to ensure that the condition of the Utility System and the Purchased Assets
remains in all material respects unchanged, normal wear and tear and usage excepted, and the
chemical, tool and equipment inventory on hand shall not be materially diminished or depleted
unless required to be used by the Seller, in its absolute and sole discretion;
ii. Notify Purchaser within five (5) days of Seller's receipt of any notification
from any person, business, or agency, including but not limited to any agency of the state or a local
government, of any existing or potential Environmental Law violation;
iii. Not make any material changes to the Utility System or the Purchased
Assets without the prior written consent of Purchaser, said consent to not be unreasonably
withheld;
iv. Notify Purchaser within five (5) days of any event, activity or occurrence
that has, or may have, a material adverse effect upon the Utility System or the Purchased Assets
or this transaction;
v. Not enter any contract, lease, certificate or agreement that materially and
directly effects the Utility System or the Purchased Assets without the prior written consent of
Purchaser, said consent to not be unreasonably withheld;
vi. Develop with Purchaser a transition plan to ensure the orderly transfer of
assets and operations;
vii. Not enter into any additional long or short term debt or other financial
obligation related to the Utility System and not make any transfers from the Utility System Funds
except to make debt service payments or to pay other Utility System obligations subject to
Purchaser approval.
c. The risk of loss, injury, or destruction of the Utility System and Purchased Assets
shall be on the Seller until the Closing Date.
SECTION 8. Termination of Agreement.
a. This Purchase Agreement may be terminated (i) by mutual written consent of the
Parties, (ii) by either Party if the transactions contemplated hereby have not closed
on or before the time required for Closing. Either party may terminate this
Agreement without cause upon five (5) days notice.
SECTION 9. Closing Date and Closing.
a. The Parties shall use their best efforts to close this transaction ("Closing") on or
before June 30, 2022, at a location mutually acceptable to both Parties. As used in this Purchase
Agreement, the term "Closing Date" shall mean the date on which the Closing occurs, but in no
event shall the Closing Date be extended beyond December 31, 2022, unless a later date is agreed
upon in writing by the Parties.
b. At Closing:
Purchaser shall pay the Purchase Price as required under Section 3 of this
Purchase Agreement, subject to any adjustments as provided for in this Agreement; Title to the
Purchased Assets shall be conveyed to Purchaser by Bill of Sale free of all claims, liens, or
encumbrances, whatsoever, other than Permitted Encumbrances. Seller shall further provide to
Purchaser such other instruments of conveyance as shall be, in the reasonable opinion of Purchaser,
its counsel and Title Agent, necessary to transfer the Utility System and Purchased Assets in
accordance with this Purchase Agreement and, when necessary or desirable, in recordable form;
c. Seller shall assign to Purchaser its right, title and interest in the Foxwood Addition
plat dedication as it relates solely to the use of the utility easement and structures for water and/or
sewer services.
d. All transfers required or necessary to carry out the intent and purpose of this
Purchase Agreement shall take place, unless waived or extended by mutual consent.
e. Each of the Parties shall pay the fees of its own attorneys, bankers, engineers,
accountants, and other professional advisers or consultants in connection with the negotiation,
preparation and execution of this Purchase Agreement, and any documents associated with the
Closing.
f. All bills for services, materials and supplies rendered in connection with the
construction, operation and maintenance of the Utility System prior to the Closing Date, including
but not limited to electricity, phone service, and payroll for a period up to and including the Closing
Date, shall be paid by Seller. Purchaser shall be responsible for all such costs and expenses incurred
subsequent to Closing.
g. Each Party shall deliver to the other Party a certificate in writing stating that the
Party is not prohibited by decree or law from consummating the transaction contemplated hereby,
that there is not pending -on the Closing Date any legal action or proceeding that hinders the ability
of either Party to close the transaction, and that all warranties and representations of such Party
contained in this Purchase Agreement are true and correct in all material respects as of the Closing
Date.
SECTION 10. General Provisions.
a. This Purchase Agreement, the Exhibits hereto, and the documents referred to
herein, collectively embody the entire agreement and understandings between the Parties and there
are no other agreements or understandings, oral or written, with reference to this Purchase
Agreement that are not merged into and superseded by this Purchase Agreement. This Purchase
Agreement may be executed in one or more counterparts, each of which shall be considered an
original.
b. This Purchase Agreement is entered into solely for the benefit of the Parties hereto
and no other causes of action shall accrue upon or by reason hereof to or for the benefit of any
third party (other than successors and assigns), who or which is not a formal party hereto.
c. Any notice or other document required or permitted to be given pursuant to the
provisions of this Purchase Agreement shall be in writing and shall be delivered personally, by
recognized overnight courier, or sent by certified mail, postage prepaid, return receipt requested,
or by electronic or facsimile transmission with written confirmation to the following:
i. If to Seller, such notice shall be delivered at:
Nicole Nabors, CPA, CAM
1804 Lewis Turner Boulevard, Suite 300
Fort Walton Beach, Florida 32547
ii. If to Purchaser, such notice shall be delivered at:
Wayne Steele
P.O. Box 1209
Crestview, Florida 32536
d. The headings used are for convenience only, and they shall be disregarded in the
construction of this Purchase Agreement.
e. The drafting of this Purchase Agreement was a joint effort of the Parties, and in the
interpretation hereof, it shall be assumed that no Party had any more input or influence than any
other.
f. This Purchase Agreement and the rights of the Parties shall be governed by,
construed and enforced in accordance with the laws of the State of Florida, without regard to the
conflict of laws rules thereof
g. If any one or more of the provisions of this Purchase Agreement is held to be
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall, for any reason whatsoever, be held invalid,
then such covenants or provisions shall be null and void, shall be deemed separable from the
remaining covenants or provisions of this Purchase Agreement, and shall in no way affect the
validity of the remaining covenants or provisions of this Purchase Agreement; provided, however,
that the public interest in the terms set forth herein is not substantially adversely impacted.
h. Except as provided herein, no amendment or modification of this Purchase
Agreement shall be binding upon the Parties unless evidenced in a writing signed by duly
authorized officers of each Party. Any waiver on the part of any Party of any provision or condition
of this Purchase Agreement must be in a writing signed by the Party to be bound by such waiver.
i. The Exhibits referred to in this Purchase Agreement are incorporated herein by
reference.
J. Except as provided for herein, this Purchase Agreement may not be assigned
without the prior written consent, which consent may not be unreasonably withheld or denied, of
the non -assigning Party. If properly assigned, this Purchase Agreement shall be binding upon and
inure to the benefit of the Parties' successors and assigns. Notwithstanding the foregoing,
Purchaser may collaterally assign its rights hereunder to any financial institution providing
financing in connection with the transaction contemplated hereby.
k. For the purposes of this Purchase Agreement, an individual is deemed to have
"knowledge" of a particular fact or other matter if such individual has actual awareness of such
fact or matter, or a prudent individual could be expected to discover or otherwise become aware
thereof in the ordinary course of conducting his business.
1. Each Party to this Purchase Agreement expressly retains all rights, benefits and
immunities of sovereign immunity that they presently enjoy under the Constitution and statutes of
the State of Florida, and particularly with respect to Chapter 768, Florida Statutes. Notwithstanding
anything set forth in any section of this Purchase Agreement to the contrary, nothing in this
Purchase Agreement shall be deemed as a waiver of immunity or the limits of liability of either
Party beyond any statutory limited waiver of immunity or limits of liability which may have been
enacted by the Florida Legislature or may be enacted by the Florida Legislature. Nothing in this
Purchase Agreement shall inure to the benefit of any third party for the purposes of allowing any
claim against the Seller or Purchaser, which would otherwise be barred under the doctrine of
sovereign immunity or by operation of law.
m. The Parties acknowledge that all documents related to this Purchase Agreement or
the Utility System are subject to the provisions of Chapter 119, Florida Statutes. Such documents
shall be available for inspection and copying upon request and/or payment of any reasonable
expenses associated therewith.
n. The Parties agree and acknowledge that they have complied with the requirements
of Florida Statutes, Section 163.01 in exercising their home rule or statutory powers in executing
this Purchase Agreement. The Parties agree that this Purchase Agreement is valid, binding, and
enforceable, and each Party warrants that it has the requisite power and authority to be bound by
the terms hereof. The Parties agree that they shall not challenge in any administrative or judicial
forum the validity or enforceability of this Purchase Agreement.
o. Venue for all lawsuits involving any dispute, controversy, or claim arising out of
or in connection with this Purchase Agreement shall be brought in Okaloosa County, Florida.
p. The Purchaser shall not be obligated to pay any liability arising out of or in any
connection whatsoever with this Purchase Agreement from any funds except from the net revenues
realized by the Purchaser after Closing from its ownership and operation of the Utility System. As
to matters for the pre -Closing activities of its consultants and agents, Purchaser shall require that
adequate insurance is in place to protect Seller from any property damage or personal injury as
may be caused by said consultants and agents during such pre -Closing period. It is further agreed
between the Purchaser and Seller that this Purchase Agreement and any obligations arising in
connection therewith, whether for payment of the Purchase Price, or for any claim of liability,
remedy for breach or otherwise, shall not constitute a lien on the Utility System or any other
property or utility system owned or operated by Purchaser.
q. This Purchase Agreement may be executed and delivered (including by facsimile
or other electronic transmission) in counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute one and the same agreement. The parties
agree that a photocopy of a signature and/or an electronic signature are acceptable as original
signatures of the respective parties as allowed by applicable law and that the transmission by one
party to another party is an express representation that the photocopied or electronic signature of
the transmitting party is an exact copy of the party's signature and that such signature is valid and
binding upon the transmitting party and is deemed to be an original signature.
r. PURCHASER AND SELLER HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, DEFENSE OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS, THE
UTILITY SYSTEM AND/OR THIS PURCHASE AGREEMENT, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS PURCHASE AGREEMENT AND/OR THE
PURCHASED ASSETS, OR ANY DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY HERETO OR TO ANY DOCUMENT, THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PURCHASER AND SELLER ENTERING INTO THE SUBJECT
TRANSACTION.
SECTION 14. Effective Date. The "Effective Date" shall be the date that the last Party
authorizes by its official action the execution of this Purchase Agreement.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Parties have hereunto caused this Purchase Agreement to
be executed the day and year aforesaid in counterparts, each counterpart to be considered and
original.
ATTEST:
J.D. Peacock II, County Clerk
Date:
June 7, 2022
STATE OF FLORIDA
COUNTY OF OKALOOSA
OKALOOSA COUNTY
By,
n V�
Mel Ponder hairman
The foregoing instrument was acknowledged before me by means of physical presence or online
notarization, this 7th day of June , 2022, by Mel Ponder , as
Chairman on behalf of the Board of County Commissioners, who is personally
known to me or who has produced as identification.
:ti Q;'_. MARY L CARS0N
/� • !• r; aNyta ytl1 OVState of Florida
I 'A. r`.= Commission # GG 908031
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Printeame:
License No:
Expiration Date:
ATTEST:
(SEAL)
CITY OF CRESTVIEW, FLORIDA
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STATE OF FLORIDA '��� i��Pe�`�`�
COUNTY OF o A 6 to 05
The foregoing instrument was acknowledged before me by means of physical presence or online
notarization, this 4S day of 7 , , 2022, by)G`,,,,,.,,e sch ,- 0t4eT ,as y
C C (e r on behalf of [� ,-� c- -{-1,, e 64) , who is persnnall
knoyan to me or who has produced as identification.
OFFICIAL NOTARY SEAL
Loretta A. Scardina
Commission No. HH151659
My Commission Expires
July 11, 2025
(Notary Stamp)
Notary Public
Printed Name:
License No:
Expiration Date:
INTERLOCAL AGREEMENT FOR
THE PURCHASE AND SALE OF
UTILITY ASSETS ASSOCIATED WITH FOXWOOD
ADDITION
By and Between
OKALOOSA COUNTY, FLORIDA
Seller,
and
CITY OF CRESTVIEW, FLORIDA
Purchaser
June 7 , 2022
INTERLOCAL AGREEMENT
FOR THE PURCHASE AND SALE OF UTILITY ASSETS
This Interlocal Agreement for the Purchase and Sale of Utility Assets (the "Purchase
Agreement") is made and entered into this 7th day of June , 2022, by and between
Okaloosa County, a political subdivision of the State of Florida ("County" or "Seller"), and the
City of Crestview, a municipal corporation of the state of Florida ("City" or "Purchaser"), hereafter
collectively referred to as the "Parties."
RECITALS
WHEREAS, the Seller owns and maintains water infrastructure within what is commonly
known as the Foxwood Addition plat, consisting of potable water mains, services, meters, and
associated parts, (collectively, the "Utility System"), serving customers within the unincorporated
area of the County pursuant to its home rule authority and authority provided pursuant to Florida
law; and
WHEREAS, the Utility System is interconnected with the utility assets associated with a
residential subdivision known as Foxwood Estates, which was annexed into the incorporated City
of Crestview in 2021, and which assets were acquired from the County to the City via an existing
Interlocal Agreement known as Revised Water and Sewer Area Map entered into on May 15, 2001,
Foxwood Addition is not within the incorporated areas of the City; and
WHEREAS, the Purchaser, pursuant to Section 180.02, Florida Statutes (the "Florida
Interlocal Cooperation Act"), is authorized to acquire the Seller's Utility System and has the power
and authority under certain circumstances to provide potable water infrastructure and service
outside of its corporate limits when desirable or necessary to promote the public health, safety, and
welfare; and
WHEREAS, the Seller desires to transfer and the Purchaser desires to acquire the Utility
System of the Seller for the consideration and on the terms and subject to the conditions set forth
in this Purchase Agreement; and
WHEREAS, as required by law, the Seller and the Purchaser held public hearings on the
proposed purchase and sale contemplated herein to determine whether such purchase is in the
public interest; and
WHEREAS, this Interlocal Agreement for the Purchase and Sale of Utility Assets within
Foxwood Addition is authorized pursuant to the provisions of Chapters 163, Florida Statutes, and
other applicable law.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as
follows:
SECTION 1. Recitals. The above Recitals are true and correct and are hereby
incorporated into this Purchase Agreement by reference.
SECTION 2. Covenant to Purchase and Sell; Description of Purchased Assets.
a. Purchaser shall buy from Seller, and Seller shall sell to Purchaser, the Purchased
Assets (as hereinafter defined) upon the terms, and subject to the conditions precedent, set forth in
this Purchase Agreement.
b. "Purchased Assets" shall include all assets and rights, which may be both tangible
and intangible, that Seller owns, and which comprise the Utility System, including but not limited
to:
i. All existing utility system infrastructure contained within the Foxwood
Addition plat (Exhibit A), including but not limited to water mains, services, and all equipment
contained within each meter box.
ii. All service area rights, responsibilities, and obligations to construct and
maintain the utility system within the Foxwood Addition for purposes of providing water and/or
sewer service to existing and future customers.
iii. Listing of each existing meter location with associated meter number, meter
size, and service address and well as the final meter reading associated with each existing customer
of the Seller.
iv. Copies of all sets of record drawings, including as -built drawings of the
Utility System and rights of Seller to obtain copies of such items from engineers, contractors,
consultants or other third parties, in paper and electronic form.
c. EXCEPT AS SPECIFICALLY PROVIDED FOR IN THIS PURCHASE
AGREEMENT, THERE ARE NO EXPRESS OR IMPLIED WARRANTIES GIVEN TO
PURCHASER IN CONNECTION WITH THIS PURCHASE AGREEMENT.
SECTION 3. Purchase Price. The total consideration to be paid for the Utility System is
the Purchase Price. Seller and Purchaser covenant and agree that the Purchase Price is to be paid
to Seller upon Closing.
a. Cash Payment: Purchaser shall pay to Seller $327,500 which is representative of 5
years of estimated revenue generated by the existing 88 water service connections.
c. Accounts Receivable: After Closing, and once the Purchaser completes all
connections to the existing water infrastructure necessary to take over the provision of potable
water service, a final meter reading will be obtained for each of the meters within Foxwood
Addition. The associated customer utility accounts that were established with the Seller will be
finalized utilizing the final reading, and the customers will be issued a final bill. Any customer
deposits held by the Seller will be applied to the customer's account prior to issuance of the final
bill. Any debts owed at that time will be the Sellers responsibility to attempt to collect from the
account holder. The Purchaser will establish new accounts for each meter location. The final meter
reading taken by the Seller at each location will be used as the starting meter reading when the
Purchaser establishes their own customer account for each responsible party within Foxwood
Addition.
d. Capacity Expansion Charges: All existing Capacity Expansion Charges that have
been paid by the property owners within Foxwood Addition to the Seller are for locations that have
been connected to the public water system and therefore shall not be refunded to the customer, nor
transferred in any part to the Purchaser.
SECTION 4. Representations and Warranties of Seller. As a material inducement to the
Purchaser to execute this Purchase Agreement and perform its obligations hereunder, the Seller
represents and warrants to the Purchaser as follows:
a. The Seller is a political subdivision of the State of Florida with all requisite power
and authority, and has taken all requisite action necessary, to (i) enter into this Purchase
Agreement, and (ii) perform all of the terms and conditions of this Purchase Agreement.
b. The governing body of Seller has approved Seller entering into this Purchase
Agreement and has held all necessary public hearings required to authorize the Seller's sale of the
Utility System, and Seller has taken or will take prior to Closing all other appropriate governmental
actions required to be taken by the Seller.
c. This Purchase Agreement constitutes, and all other agreements to be executed by
the Seller with respect to this Purchase Agreement will constitute, when executed and delivered,
valid and binding obligations of the Seller, enforceable in accordance with their terms.
d. To the best of Seller's knowledge, the execution, delivery and performance of this
Purchase Agreement will not violate any provision of law, order of any court or agency of
government applicable to the Seller, or any bond, Certificate, indenture, agreement, or other
instrument to which the Seller is a party, or by which it is bound.
e. To the best of Seller's knowledge, Seller's access to the utilities is pursuant to the
utility easements and structures dedication as shown on the plat for Foxwood Addition as found in
Plat Book 18, Page 59 of the public records of Okaloosa County, Florida. At time of closing Seller
shall provide an Assignment of Interest to Purchaser for its interest within the utility easement and
structures for purposes of providing water services. The County retains any right it may have, if
any, in the roads, easements, parks, drainage and utility easements for other purposes.
f. Environmental Law Compliance.
i. Definitions.
(a) "Environmental Law" means any federal, state, or local statute,
order, regulation, ordinance, or common law or equitable doctrine, relating to the protection of
human health or the environment in effect as of the Closing Date and includes but is not limited
to, The Florida Air and Water Pollution Control Act (Chapter 403, Florida Statutes), the
Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA")(42
U.S.C. § 9601 et seq.), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq.),
the Clean Water Act (33 U.S.C. § 1251 et seq.), the Toxic Substances Control Act (15 U.S.C. §
2601 et seq.), and the Safe Drinking Water Act (42 U.S.C. § 300f et seq.), as such have been
amended or supplemented as of the Closing Date, the regulations promulgated pursuant thereto
and in effect as of the Closing Date and any conditions and requirements contained in any permits
possessed by the Seller from any federal, state or local agencies necessary to operate the Utility
System.
(b) "Hazardous Material" means petroleum or any substance, material,
or waste which is regulated under any Environmental Law in the jurisdictions in which the Seller
conducts its utility operations including, without limitation, any material or substance that is
defined as or considered to be a "hazardous waste," "hazardous material," "hazardous substance,"
"extremely hazardous waste," "restricted hazardous waste," "pollutant," "toxic waste," or "toxic
substance" under any provision of Environmental Law.
(c) "Release" means any release, spill, emission, leaking, pumping,
injection, deposit, disposal, discharge, or dispersal into the environment, at or from any property
owned or operated by the Seller or related to Hazardous Materials generated by Seller.
(d) "Remedial Action" means all actions required to (i) clean up,
remove, or treat any Hazardous Material; (ii) prevent the Release or threat of Release, or minimize
the further Release of any Hazardous Material so it does not endanger or threaten to endanger
public health or welfare or the environment; or (iii) perform pre -remedial studies and
investigations or post -remedial monitoring and care directly related to or in connection with any
such remedial action.
ii. Representations of Seller regarding Environmental Law Compliance:
(a) To the best of Seller's knowledge, the Utility System is in material
compliance with all applicable Environmental Laws relating to the Utility System and the Seller
is aware of no material liability thereunder, and there is no reasonable basis for the Seller to believe
that any such liability exists.
(b) To the best of Seller's knowledge, Seller has obtained all permits
required, or has submitted application renewals for such permits in a timely manner under
applicable Environmental Laws necessary for the operation of the Utility System as of the date of
this Purchase Agreement.
(c) To the best of Seller's knowledge, Seller has not received within the
last three years notice of any violations or alleged violations of applicable federal, state or local
statutes, laws and regulations (including, without limitation, any applicable environmental,
building, zoning, or other law, ordinance or regulation) relating to the Utility System, and to
Seller's knowledge, there are no currently outstanding violations.
(d) To the best of Seller's knowledge, no polychlorinated biphenyl or
asbestos -containing materials, in violation of any Environmental Law are, or have been, present
on Utility System property when owned, operated, or leased by Seller, nor are there any
underground storage tanks, active or abandoned, on Utility System property owned, operated, or
leased by Seller.
(e) To the best of Seller's knowledge, there is no Hazardous Material in
violation of any Environmental Law located on any Utility System site other than properly stored
chemicals used for treatment (such as chlorine or Countymag); no Utility System site is listed or
formally proposed for listing under CERCLA, the Comprehensive Environmental Response,
Compensation Liability information System ("CERCLIS") or on any similar state list that is the
subject of federal, state, or local enforcement actions or other investigations that may lead to
claims against Seller for clean-up costs, remedial work, damages to natural resources, or for
personal injury claims, including, but not limited to, claims under CERCLA; and there is no
reasonable basis for Seller to be named in such claims or for any similar action to be brought
against Seller.
(f) To the best of Seller's knowledge, no written or verbal notification
of a Release of a Hazardous Material has been filed by or on behalf of Seller or any third party
with respect to the Utility System. No Utility System property is listed or proposed for listing on
the National Priority List promulgated pursuant to CERCLA, or CERCLIS, or any similar state
list of sites requiring investigation or clean up.
(g) To the best of Seller's knowledge, no Hazardous Material has been
released in material violation of Environmental Law at, on, or under any Utility System property.
g. To the best of Seller's knowledge there are no current actions, suits or proceedings
at law or in equity pending or, to the Seller's knowledge, threatened against the Seller before any
federal, state, municipal or other court, administrative or governmental agency or instrumentality,
domestic or foreign, which affect the Utility System or any of the Purchased Assets or the Seller's
right and ability to enter and perform its obligations under this Purchase Agreement; nor is the
Seller aware of any facts which to its knowledge are likely to result in any such action, suit or
proceeding. To the Best of Seller's knowledge, the Seller is not in default with respect to any
Certificate, permit, order or decree of any court or of any administrative or governmental agency
or instrumentality affecting the Utility System or any of the Purchased Assets. The Seller agrees
and warrants that it shall have a continuing duty to disclose to Purchaser up to and including the
Closing Date the existence and nature of all pending judicial or administrative suits, actions,
proceedings and orders which in any way relate to the Utility System.
j . To the best of Seller's knowledge, there are no facts known to Seller which have or
would have a material adverse effect upon the physical condition of the Utility System or the
Purchased Assets which are not readily observable or which have not been disclosed or provided
to Purchaser in connection with this transaction.
k. To the best of Seller's knowledge, no representation or warranty made by the Seller
in this Purchase Agreement contains any untrue statement of material facts or omits to state any
material fact required to make the statements herein contained not misleading.
1. To the best of Seller's knowledge, no part of the Utility System's plant utility
facilities, other facilities, or property was acquired by Seller through the use of eminent domain.
SECTION 5. Representations and Warranties of Purchaser. As a material inducement to
Seller to execute this Purchase Agreement and to perform its obligations hereunder, Purchaser
represents and warrants to Seller as follows:
a. Purchaser is a municipal corporation of the state of Florida, with all necessary
power and authority and has taken all requisite action necessary to (i) enter into this Purchase
Agreement, and (ii) perform all of the terms and conditions of this Purchase Agreement.
b. The governing body of Purchaser has approved Purchaser entering into this
Purchase Agreement and has held all necessary public hearings required to authorize the
Purchaser's sale of the Utility System, and Purchaser has taken or will take prior to Closing all
other appropriate governmental actions required to be taken by the Purchaser.
c. This Purchase Agreement constitutes, and all other agreements to be executed by
Purchaser with respect to this Purchase Agreement, will constitute, when executed and delivered,
valid and binding obligations of Purchaser, enforceable in accordance with their terms.
d. The execution, delivery and performance of this Purchase Agreement will not
violate any provision of law, order of any court or agency of government applicable to Purchaser,
nor any bond, indenture, agreement, or other instrument to which Purchaser is a party, or by which
it is bound.
f All necessary public hearings required to authorize Purchaser's purchase of the
Utility System and Purchaser entering into this Purchase Agreement have been duly held and all
appropriate governmental actions required to be taken by Purchaser will have been duly taken prior
to the Closing Date.
SECTION 6. Conditions Precedent to Closin. The obligations of each Party to close the
transaction contemplated by this Purchase Agreement are subject to the conditions that, on or
before the Closing Date:
a. Neither Party is prohibited by decree or law from consummating the transaction.
b. There is not pending on the Closing Date any legal action or proceeding that
prohibits the acquisition or sale of the Purchased Assets or prohibits Purchaser or Seller from
closing the transaction or Purchaser from paying the Purchase Price, or that inhibits or restricts in
any material manner Purchaser's use, title, or enjoyment of the Utility System and Purchased
Assets.
c. Each of the other Parties hereto has performed all the undertakings required to be
performed by them under the terms of this Purchase Agreement.
d. There is not material adverse change in applicable law or in the condition or value
of the Purchased Assets or the Utility System. For purposes of this Purchase Agreement, a
"material adverse change" shall mean any event, condition, development or effect that, either
individually or in the aggregate, shall have been, or insofar as can reasonably be foreseen will be,
materially adverse to the business operations, assets, value or conditions (financial or otherwise)
of the Utility System or the Purchased Assets.
e. All warranties and representations of the other Party are true in all material respects
as of the Closing Date, except to the extent they specifically refer to another date.
SECTION 7. Pre -Closing Conduct: Covenants. The Parties covenant to each other, and
shall conduct themselves, as follows:
a. To the extent not previously provided to Purchaser, at the time of execution of this
Purchase Agreement, Seller shall have furnished to Purchaser the following, to the extent they are
in the possession of Seller, its employees, representatives, or agents (including engineers,
surveyors and other contractors utilized by Seller):
i. Copies, including electronic and digital formats, of all plans and
specifications showing the Utility System as now constructed (as -built), including any under
construction, together with detailed engineering maps showing the water supply and distribution
lines, pumps, tanks, wells, wastewater collection lines, lift stations, effluent disposal facilities,
including public access reuse water, and appurtenances as now constructed, and all other facilities
constituting the Utility System;
ii. Copies of Seller's schedules reflecting the rates, fees, and charges of Seller;
iii. A list of customers and contact information;
iv. Copies of any and all effective insurance policies with respect to the
Purchased Assets and Utility System;
b. During the period between the Effective Date of this Purchase Agreement and the
Closing Date, Seller shall:
Operate and maintain the Utility System and Purchased Assets in a normal
and ordinary manner to ensure that the condition of the Utility System and the Purchased Assets
remains in all material respects unchanged, normal wear and tear and usage excepted, and the
chemical, tool and equipment inventory on hand shall not be materially diminished or depleted
unless required to be used by the Seller, in its absolute and sole discretion;
ii. Notify Purchaser within five (5) days of Seller's receipt of any notification
from any person, business, or agency, including but not limited to any agency of the state or a local
government, of any existing or potential Environmental Law violation;
iii. Not make any material changes to the Utility System or the Purchased
Assets without the prior written consent of Purchaser, said consent to not be unreasonably
withheld;
iv. Notify Purchaser within five (5) days of any event, activity or occurrence
that has, or may have, a material adverse effect upon the Utility System or the Purchased Assets
or this transaction;
v. Not enter any contract, lease, certificate or agreement that materially and
directly effects the Utility System or the Purchased Assets without the prior written consent of
Purchaser, said consent to not be unreasonably withheld;
vi. Develop with Purchaser a transition plan to ensure the orderly transfer of
assets and operations;
vii. Not enter into any additional long or short term debt or other financial
obligation related to the Utility System and not make any transfers from the Utility System Funds
except to make debt service payments or to pay other Utility System obligations subject to
Purchaser approval.
c. The risk of loss, injury, or destruction of the Utility System and Purchased Assets
shall be on the Seller until the Closing Date.
SECTION 8. Termination of Agreement.
a. This Purchase Agreement may be terminated (i) by mutual written consent of the
Parties, (ii) by either Party if the transactions contemplated hereby have not closed
on or before the time required for Closing. Either party may terminate this
Agreement without cause upon five (5) days notice.
SECTION 9. Closing Date and Closin.
a. The Parties shall use their best efforts to close this transaction ("Closing") on or
before June 30, 2022, at a location mutually acceptable to both Parties. As used in this Purchase
Agreement, the term "Closing Date" shall mean the date on which the Closing occurs, but in no
event shall the Closing Date be extended beyond December 31, 2022, unless a later date is agreed
upon in writing by the Parties.
b. At Closing:
Purchaser shall pay the Purchase Price as required under Section 3 of this
Purchase Agreement, subject to any adjustments as provided for in this Agreement; Title to the
Purchased Assets shall be conveyed to Purchaser by Bill of Sale free of all claims, liens, or
encumbrances, whatsoever, other than Permitted Encumbrances. Seller shall further provide to
Purchaser such other instruments of conveyance as shall be, in the reasonable opinion of Purchaser,
its counsel and Title Agent, necessary to transfer the Utility System and Purchased Assets in
accordance with this Purchase Agreement and, when necessary or desirable, in recordable form;
c. Seller shall assign to Purchaser its right, title and interest in the Foxwood Addition
plat dedication as it relates solely to the use of the utility easement and structures for water and/or
sewer services.
d. All transfers required or necessary to carry out the intent and purpose of this
Purchase Agreement shall take place, unless waived or extended by mutual consent.
e. Each of the Parties shall pay the fees of its own attorneys, bankers, engineers,
accountants, and other professional advisers or consultants in connection with the negotiation,
preparation and execution of this Purchase Agreement, and any documents associated with the
Closing.
f All bills for services, materials and supplies rendered in connection with the
construction, operation and maintenance of the Utility System prior to the Closing Date, including
but not limited to electricity, phone service, and payroll for a period up to and including the Closing
Date, shall be paid by Seller. Purchaser shall be responsible for all such costs and expenses incurred
subsequent to Closing.
g. Each Party shall deliver to the other Party a certificate in writing stating that the
Party is not prohibited by decree or law from consummating the transaction contemplated hereby,
that there is not pending on the Closing Date any legal action or proceeding that hinders the ability
of either Party to close the transaction, and that all warranties and representations of such Party
contained in this Purchase Agreement are true and correct in all material respects as of the Closing
Date.
SECTION 10. General Provisions.
a. This Purchase Agreement, the Exhibits hereto, and the documents referred to
herein, collectively embody the entire agreement and understandings between the Parties and there
are no other agreements or understandings, oral or written, with reference to this Purchase
Agreement that are not merged into and superseded by this Purchase Agreement. This Purchase
Agreement may be executed in one or more counterparts, each of which shall be considered an
original.
b. This Purchase Agreement is entered into solely for the benefit of the Parties hereto
and no other causes of action shall accrue upon or by reason hereof to or for the benefit of any
third party (other than successors and assigns), who or which is not a formal party hereto.
c. Any notice or other document required or permitted to be given pursuant to the
provisions of this Purchase Agreement shall be in writing and shall be delivered personally, by
recognized overnight courier, or sent by certified mail, postage prepaid, return receipt requested,
or by electronic or facsimile transmission with written confirmation to the following:
i. If to Seller, such notice shall be delivered at:
Nicole Nabors, CPA, CAM
1804 Lewis Turner Boulevard, Suite 300
Fort Walton Beach, Florida 32547
ii. If to Purchaser, such notice shall be delivered at:
Wayne Steele
P.O. Box 1209
Crestview, Florida 32536
d. The headings used are for convenience only, and they shall be disregarded in the
construction of this Purchase Agreement.
e. The drafting of this Purchase Agreement was a joint effort of the Parties, and in the
interpretation hereof, it shall be assumed that no Party had any more input or influence than any
other.
f This Purchase Agreement and the rights of the Parties shall be governed by,
construed and enforced in accordance with the laws of the State of Florida, without regard to the
conflict of laws rules thereof.
g. If any one or more of the provisions of this Purchase Agreement is held to be
contrary to any express provision of law or contrary to the policy of express law, though not
expressly prohibited, or against public policy, or shall, for any reason whatsoever, be held invalid,
then such covenants or provisions shall be null and void, shall be deemed separable from the
remaining covenants or provisions of this Purchase Agreement, and shall in no way affect the
validity of the remaining covenants or provisions of this Purchase Agreement; provided, however,
that the public interest in the terms set forth herein is not substantially adversely impacted.
h. Except as provided herein, no amendment or modification of this Purchase
Agreement shall be binding upon the Parties unless evidenced in a writing signed by duly
authorized officers of each Party. Any waiver on the part of any Party of any provision or condition
of this Purchase Agreement must be in a writing signed by the Party to be bound by such waiver.
i. The Exhibits referred to in this Purchase Agreement are incorporated herein by
reference.
j. Except as provided for herein, this Purchase Agreement may not be assigned
without the prior written consent, which consent may not be unreasonably withheld or denied, of
the non -assigning Party. If properly assigned, this Purchase Agreement shall be binding upon and
inure to the benefit of the Parties' successors and assigns. Notwithstanding the foregoing,
Purchaser may collaterally assign its rights hereunder to any financial institution providing
financing in connection with the transaction contemplated hereby.
k. For the purposes of this Purchase Agreement, an individual is deemed to have
"knowledge" of a particular fact or other matter if such individual has actual awareness of such
fact or matter, or a prudent individual could be expected to discover or otherwise become aware
thereof in the ordinary course of conducting his business.
1. Each Party to this Purchase Agreement expressly retains all rights, benefits and
immunities of sovereign immunity that they presently enjoy under the Constitution and statutes of
the State of Florida, and particularly with respect to Chapter 768, Florida Statutes. Notwithstanding
anything set forth in any section of this Purchase Agreement to the contrary, nothing in this
Purchase Agreement shall be deemed as a waiver of immunity or the limits of liability of either
Party beyond any statutory limited waiver of immunity or limits of liability which may have been
enacted by the Florida Legislature or may be enacted by the Florida Legislature. Nothing in this
Purchase Agreement shall inure to the benefit of any third party for the purposes of allowing any
claim against the Seller or Purchaser, which would otherwise be barred under the doctrine of
sovereign immunity or by operation of law.
m. The Parties acknowledge that all documents related to this Purchase Agreement or
the Utility System are subject to the provisions of Chapter 119, Florida Statutes. Such documents
shall be available for inspection and copying upon request and/or payment of any reasonable
expenses associated therewith.
n. The Parties agree and acknowledge that they have complied with the requirements
of Florida Statutes, Section 163.01 in exercising their home rule or statutory powers in executing
this Purchase Agreement. The Parties agree that this Purchase Agreement is valid, binding, and
enforceable, and each Party warrants that it has the requisite power and authority to be bound by
the terms hereof. The Parties agree that they shall not challenge in any administrative or judicial
forum the validity or enforceability of this Purchase Agreement.
o. Venue for all lawsuits involving any dispute, controversy, or claim arising out of
or in connection with this Purchase Agreement shall be brought in Okaloosa County, Florida.
p. The Purchaser shall not be obligated to pay any liability arising out of or in any
connection whatsoever with this Purchase Agreement from any funds except from the net revenues
realized by the Purchaser after Closing from its ownership and operation of the Utility System. As
to matters for the pre -Closing activities of its consultants and agents, Purchaser shall require that
adequate insurance is in place to protect Seller from any property damage or personal injury as
may be caused by said consultants and agents during such pre -Closing period. It is further agreed
between the Purchaser and Seller that this Purchase Agreement and any obligations arising in
connection therewith, whether for payment of the Purchase Price, or for any claim of liability,
remedy for breach or otherwise, shall not constitute a lien on the Utility System or any other
property or utility system owned or operated by Purchaser.
q. This Purchase Agreement may be executed and delivered (including by facsimile
or other electronic transmission) in counterparts, each of which shall be deemed an original
instrument, but all of which together shall constitute one and the same agreement. The parties
agree that a photocopy of a signature and/or an electronic signature are acceptable as original
signatures of the respective parties as allowed by applicable law and that the transmission by one
party to another party is an express representation that the photocopied or electronic signature of
the transmitting party is an exact copy of the party's signature and that such signature is valid and
binding upon the transmitting party and is deemed to be an original signature.
r. PURCHASER AND SELLER HEREBY KNOWINGLY, IRREVOCABLY,
VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A
TRIAL BY JURY WITH RESPECT TO ANY ACTION, PROCEEDING, DEFENSE OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THE PURCHASED ASSETS, THE
UTILITY SYSTEM AND/OR THIS PURCHASE AGREEMENT, OR ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS PURCHASE AGREEMENT AND/OR THE
PURCHASED AS SETS, OR ANY DOCUMENT, OR ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY
PARTY HERETO OR TO ANY DOCUMENT, THIS PROVISION IS A MATERIAL
INDUCEMENT FOR PURCHASER AND SELLER ENTERING INTO THE SUBJECT
TRANSACTION.
SECTION 14. Effective Date. The "Effective Date" shall be the date that the last Party
authorizes by its official action the execution of this Purchase Agreement.
[Remainder of page intentionally left blank.]
IN WITNESS WHEREOF, the Parties have hereunto caused this Purchase Agreement to
be executed the day and year aforesaid in counterparts, each counterpart to be considered and
original.
ATTEST:
J.D. Peacock II, County Clerk
Date:
June 7, 2022
STATE OF FLORIDA
COUNTY OF OKALOOSA
OKALOOSA COUNTY
By,
n V�
Mel Ponder hairman
The foregoing instrument was acknowledged before me by means of physical presence or online
notarization, this 7th day of June , 2022, by Mel Ponder , as
Chairman on behalf of the Board of County Commissioners, who is personally
known to me or who has produced as identification.
:ti Q;'_. MARY L CARS0N
/� • !• r; aNyta ytl1 OVState of Florida
I 'A. r`.= Commission # GG 908031
"7"e n ` My Comm. Expires Dec 6, 2023
e 9^"ded through National Notary Assn.
v'rct'vr•'s•vw.o . . ,
ark P;1.lic
Printeame:
License No:
Expiration Date:
ATTEST:
(SEAL)
CITY OF CRESTVIEW, FLORIDA
By:
GREsrt, •
e 0‘.16•Fro.. ,
.14 .1. e6i1-
V.V.° •
'44/14 •
STATE OF FLORIDA ••••••••••
COUNTY OF 0 6 / 0 o
•
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The foregoing instrument was acknowledged before me by means of physical presence or online
notarization, this di day of , 2022, byp2‘,-d4,,,,,,<_z_Sch ,Jet, as
ci Cle on behalf of CaA-(-, et,tj) , who is personally
Uow.ii:to me or who has produced as identification.
OFFICIAL NOTARY SEAL.
Loretta A. Scardina
Commission No. HH151659
My Commission Expires
July 11, 2025
(Notary Stamp)
Nt5tary Public
Printed Name:
License No:
Expiration Date:
RESOLUTION NO. 2022- 74
A RESOLUTION OF THE BOARD OF COUNTY
COMMISSIONERS OF OKALOOSA COUNTY, FLORIDA,
DIRECTING AND AUTHORIZING THE ACQUISITION OF
SUBSTANTIALLY ALL OF ASSETS COMPRISING THE
WATER UTILITY SYSTEM AT THE FOXWOOD
ADDITION SUBDIVISION IN CRESTVIEW OWNED BY
OKALOOSA COUNTY, FLORIDA; FINDING THAT THE
ACQUISITION IS IN THE PUBLIC INTEREST AND
SERVES A PARAMOUNT PUBLIC PURPOSE;
APPROVING AND AUTHORIZING THE CHAIR TO
EXECUTE THE INTERLOCAL AGREEMENT OF
PURCHASE AND SALE; APPROVING AND
AUTHORIZING THE CHAIR OR VICE CHAIR AND
SECRETARY TO EXECUTE ACQUISITION CLOSING
DOCUMENTS; AND PROVIDING FOR APPLICABILITY
AND AN EFFECTIVE DATE.
BE IT RESOLVED BY THE BOARD OF COUNTY COMMISSIONERS OF THE
OKALOOSA COUNTY, AS FOLLOWS:
SECTION 1. AUTHORITY. Pursuant to Article VII, Florida Constitution and
chapter 125, Florida Statutes, the Board of County Commissioners ("Board") of Okaloosa
County (the "County") has the power to acquire, own, improve, operate, maintain, contract for
management and operational services, and dispose of water utility facilities.
SECTION 2. INCORPORATION BY REFERENCE. The Executive Summary,
including a description of the Okaloosa County (the "County") Foxwood Addition water utility
system and facilities within Crestview (the "System"), the most recent income and expense
statement, the most recent available balance sheet, a description of the system's physical
condition, a statement on the reasonableness of the price, a statement on customer impacts, a
statement on additional investments required by the City and the City's ability and willingness to
make these investments, a description of any alternatives to acquisition by the City, and a
statement regarding the ability of the City to operate acquired systems, presented at this public
hearing and filed with the Clerk of Courts are hereby incorporated herein by reference and made
a part hereof (hereafter referred to as the "Report"). The Report is attached hereto as Appendix
A. The Report is intended to be a statement demonstrating that the acquisition of the System is in
the public interest.
SECTION 3. FINDINGS. It is hereby ascertained, determined and declared:
(A) Pursuant to Article VII, Florida Constitution and chapter 125, Florida Statutes, the
County has the power to acquire, own, operate, maintain, improve, contract for operational
services, and dispose of water and wastewater utility facilities.
(B) The County owns and operates certain water production, treatment storage,
transmission and distribution systems; wastewater collection, treatment and disposal systems;
and reuse systems within the State of Florida.
(C) The Board is required to hold a public hearing on the acquisition of the County
System to the City of Crestview, in accordance with s. 125.3401, Florida Statutes, to ensure that
such acquisition serves the public interest. A public hearing was held on June 7 , 2022. The
public hearing was advertised in the Northwest Daily News which is a newspaper of general
circulation within the County including within the City of Crestview. All interested persons had
an opportunity to attend and participate and to file written comments.
City to:
(E) City of Crestview ownership of the System will provide an opportunity for the
(1) further develop a regional approach to the comprehensive supply,
distribution, and treatment of water;
(2) achieve economies of scale relative to utility operations, maintenance,
customer service and management;
(3) provide current and future users of the System with cost efficient services
at rates lower than can be achieved by the County if it continues to own and operate the
system;
(4) ensure that the operation and maintenance of the System is done in a
proactive and environmentally responsible manner;
(5) stabilize rates over the long term, reduce inefficient expansion and
optimize public infrastructure capacity investments;
(6) focus on the appropriate expansion and interconnection of existing
facilities and the construction of future facilities in a coordinated and uniform manner
which ensures full regulatory compliance and improvements of environmental conditions
in a fragile springshed area; and
(7) coordinate the expansion and extension of facilities in a manner consistent
with local government comprehensive planning.
SECTION 4. DETERMINATION OF PUBLIC USE AND BENEFIT.
(A) Contingent upon the approval by the City of Crestview of water and wastewater
rates to be effective on the closing date that meet the requirements set forth in the Interlocal
Agreement for Purchase and Sale; and based upon its legislative findings incorporated in Section
2
3, the Board expressly determines that the acquisition of the System to the City, pursuant to the
terms of the Interlocal Agreement for the Purchase and Sale of Utility Assets, by and between
Okaloosa County, Florida, and the City of Crestview, attached hereto as Appendix C; and the
provision of water services through facilities owned by the City constitutes a paramount public
purpose and is in the best interests of the health, safety, and welfare of affected ratepayers and
the inhabitants of Okaloosa County that are within the Foxwood Addition subdivision service
area of the System.
SECTION 5. PUBLIC INTEREST DETERMINATION OF PURCHASE. In
making the public interest determination concerning the transactions contemplated by the County
relating to the acquisition of the System, the Board has considered numerous factors, including
but not limited to the following matters:
(A) The County's most recently available income and expense statement(s) relating to
the County System;
(B) The County' s most recently available balance sheet(s) relating to the County
System;
(C) The general physical condition of the County System;
(D) The reasonableness of the purchase price;
(E) The impacts of the contemplated transition on utility customers served by the
County System, both positive and negative;
(F) Any additional investment required and the ability and willingness of the City to
make that investment;
(G) The alternatives to the contemplated transition and the potential impact on utility
customers if the County System is not acquired by the City;
(H) The ability of the City to provide and maintain high quality and cost-effective
utility service; and
SECTION 7. APPROVAL OF THE INTERLOCAL AGREEMENT FOR THE
PURCHASE AND SALE OF UTILTIY ASSETS BY AND BETWEEN OKALOOSA
COUNTY, FLORIDA, AND THE CITY OF CRESTVIEW. The Interlocal Agreement for the
Purchase and Sale of Utility Assets by and between Okaloosa County, Florida, and the City of
Crestview ("Purchase Agreement"), submitted to this public meeting is hereby approved in
substantially the form attached hereto as Appendix B. The Chair or Vice Chair are hereby
authorized to execute said Purchase Agreement.
SECTION 8. AUTHORITY TO CLOSE; APPROVAL OF ACQUISITION
DOCUMENTS. The Chair or Vice Chair, staff and legal counsel are hereby authorized and
3
directed to execute and deliver all documents, papers, and instruments (collectively, the
"Acquisition Documents") and take all actions necessary and proper to effect the acquisition of
the System. Execution of the Acquisition Documents by the Chair or Vice Chair shall be
deemed to be conclusive evidence of approval of such Acquisition Documents.
SECTION 9. APPLICABILITY AND EFFECTIVE DATE. This Resolution shall
be liberally construed to affect the purposes hereof and shall take effect immediately upon its
adoption.
PASSED AND DULY ADOPTED at the meeting of the Board of County
Commissioners of Okaloosa County, Florida on the 7th day of June 2022.
J.D. Peacock II, Clerk of
APPROVED AS TO FORM:
L o
----4_,A.t.torne.y—Th
OKALOOSA COUNTY, FLORIDA
Mel Ponder, Chairman
4
Note to Examiner: This document is exempt from
document taxes per Section 201.01, Florida Statutes,
and Section 201.24, Florida Statutes.
Prepared by and return to:
Kerry A. Parsons, Esq.
Nabors, Giblin & Nickerson, P.A.
1500 Mahan Drive, Suite 200
Tallahassee, Florida 32308
(850) 2244070
ASSIGNMENT OF EASEMENTS
(To be recorded in Okaloosa County)
THIS ASSIGNMENT OF EASEMENTS (this "Assignment") is effective as of the
11:59:59 p.m. (the "Effective Time") on the 30th day of June, 2022, by OKALOOSA COUNTY,
FLORIDA, a political subdivision of the state ("Assignor"), to THE CITY OF CRESTVIEW,
FLORIDA, municipal corporation ("Assignee"). Capitalized terms not defined herein shall have
the meaning(s) ascribed to them in that certain Interlocal Agreement for the Purchase and Sale of
utility assets, dated June 7, 2022, (the "Acquisition Agreement");
WHEREAS, among the Purchased Assets owned by Assignor and intended to be conveyed
to Assignee, as of the Effective Time and in accordance with the Acquisition Agreement, are the
rights of Assignor under those certain rights, privileges, easements, licenses, prescriptive rights,
rights -of -way, and other rights to use public and private roads, highways, streets, railroads and
other areas owned or used by Assignor in connection with the construction, reconstruction,
installation, expansion, operation, and maintenance of the water and sewer Utility System, as
described and set forth in the Acquisition Agreement, with a reservation to the County to utilize
the utility easement for other utility purposes such as stormwater (the "Easements"); and
WHEREAS, Assignor has agreed to transfer to Assignee, as of the Effective Time, all of
the rights, title and interest of Assignor as grantee under the Easements, including, but not limited
to, those certain Easements described in Exhibit "A" attached hereto and made a part hereof;
NOW, THEREFORE, in consideration of the mutual promises, covenants,
representations and agreements contained herein, together for $10.00 and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as
follows.
1. Assignor hereby quit claims, conveys and assigns unto Assignee, as of the Effective
Time, all right, title and interest of Assignor, if any, in the Easements as it relates to the water and
sewer utilities and water and sewer utility structures, together with all other recorded or unrecorded
rights, privileges, easements, licenses, prescriptive rights, rights -of -way, and other rights to use
public and private roads, highways, canals, streets, railroads and other areas owned or used by
Assignor in connection with (a) the construction, reconstruction, installation, expansion,
1
maintenance, ownership, and operation of the Utility System or (b) its respective Purchased Assets;
provided, however, that, other than as contained in the Acquisition Agreement.
2. Assignee hereby accepts the transfer and assignment of the Easements as set forth
in Paragraph 1 herein, and assumes the performance, obligations, and duties of Assignor under
such Easements as of the Effective Time. Except as otherwise set forth in the Acquisition
Agreement, Assignor shall have no liability or obligation with respect to the Easements after the
Effective Time, other than that attributable to the period prior to the Effective Time. Assignor
shall indemnify and hold Assignee harmless from and against any loss, claims, costs and expenses
arising in connection with the Easements prior to the Effective Time to the extent permitted by
law without waiver of sovereign immunity and subject to the limitations set forth in 768.28(5),
Florida Statutes, whether any underlying action or claim sounds in contract or tort.. Assignee shall
indemnify and hold Assignor harmless from and against any loss, claims, costs and expenses
arising in connection with the Easements upon and after the Effective Time to the extent permitted
by law without waiver of sovereign immunity and subject to the limitations set forth in 768.28(5),
Florida Statutes, whether any underlying action or claim sounds in contract or tort..
3. Assignor covenants and agrees with Assignee that Assignor will do, execute,
acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, any and all
such further acts, instruments, papers and documents, as may be necessary, proper or convenient
to carry out and effectuate the intent and purposes of this Assignment.
4. This Assignment shall inure to the benefit of Assignee, its successors and permitted
assigns, and shall bind Assignor and its successors and permitted assigns. This Assignment is not
intended to confer upon any person other than the parties hereto any rights or remedies hereunder.
5. This Assignment shall be governed in all respects, whether as to validity,
construction, capacity, performance or otherwise, by the laws of the State of Florida applicable to
contracts made and to be performed within that State. Nothing herein shall be construed to waive
any defense of sovereign immunity that Assignor or Assignee may be lawfully entitled to assert
under applicable Florida law.
6. If any term or provision of this Assignment shall, to any extent or for any reason,
be held to be invalid or unenforceable, the remainder of this Assignment shall not be affected
thereby and shall be construed as if such invalid or unenforceable provision had never been
contained herein or been applicable in such circumstances.
7. This Assignment may be executed in one or more counterparts, each of which shall
be deemed to be an original, but all of which shall constitute one and the same Assignment.
Executed as of the dates acknowledged below but effective as of the Effective Time on
June 30, 2022.
2
ATT,E T:,z
J.D. P0acpck II, Clerk of Courts
WITNESS:
I °erry Parsons, Chief Deputy.eount3T Attorney
STATE OF FLORIDA
COUNTY OF OKALOOSA
Niel Ponder., Chair
OICALOOSA COUNTY, FLORIDA
a political subdivision of the state,
This instrument was acknowledged before me this day of , . 2022, in
person or online notarization, by Mel Ponder, as Chaiiinan of Okaloosa County Board of
County Commissioners, a political subdivision of the state of Florida, on its behalf.
!ciYO KIMBERLY A. SAMBENEDETTO
.as MY COMMISSION # GG 966796
.Po ' EXPIRES: March 8, 2024
• .PF f;;°,' Bonded Thru Notary Public Underwriters
Type o
VIVAJH
Notary Public
St to a Florida
(Print, Type or Stamp Commissioned Name
Personally Known OR` Produced Identification
3
ATTEST:
Maryanne Sch%der, City Clerk
WITNESS:
Jonathan/Holloway, City Attorney,
STATE OF FLORIDA
COUNTY OF Okaloosa
CITY OF CRESTVIEW, FLORIDA, a
municipal corporation of the state.
By:
/
ut,This instrument was acknowledged before me V in person, or online notarization,
this 21 'aay of 0 U ne,, , 2022, by v -R aye • -Tem of the City of Crestview, on
its behalf. I.& ° ,014440e
Notary
State o
,r (Print, T
/Personally Known OR ❑ Produced Identification
Type of Identification Produced
4
rICAL NOTARY SEAL
Natasha S. Peacock
Commission No. FF 145460
My, Commission Expire
np Uor sr gd Dame
OFFICIAL NOTARY SEAL
Natasha S. Peacock
.t Commission No. GG226682
Commission Expires
!"1v 27, 2022
EXHIBIT "A"
EASEMENTS
All water and sewer utility easements granted by Ray Construction of Okaloosa County, Ltd. to
the public in the Dedication set forth in the Foxwood Addition Plat Dedication as it relates to the
use of the utility easement and utility structures for water and/or sewer services, recorded in Plat
Book 18, Page 59-60, Public Records of Okaloosa County, Florida. The County reserves unto
itself the right to continued use of the utility easement for the provision of other governmental
services.
All other Easements owned by Seller or acquired by Seller since the date of Seller's acquisition of
the Utility System, which are used in the operation of the Utility System.