Asset Purchase Agreement - Carriage Hills Sewer Extension - St. Joe County Regional Water & Sewer District

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2019 (the "Project Addendum No. 2"), recorded in Instrument No. 2019-19315 and Instrument No. 2019-19429, respectively, in the Office of the Recorder of St. Joseph County, Indiana; and WHEREAS, the District desires to facilitate the connection to sanitary sewers of certain real properties within or contiguous to the Carriage Hills Subdivision ("Carriage Hills"), as set forth in the Project Area Boundary Map as shown in Exhibit "A" (the "Project Area"); and WHEREAS, South Bend has a wastewater facility near the Project Area and said facility has sufficient capacity to serve the Project Area; and WHEREAS, pursuant to Project Addendum No. 2, South Bend has agreed to accept wastewater from the District and to process and dispose of the same, as more particularly described in the Project Addendum No. 2; and WHEREAS, the District has applied for and a loan through the United States Department of Agriculture Rural Development Loan Program (the "USDA") to facilitate the cost of construction of a wastewater collection system (the "System") within the Carriage Hills Subdivision Sub -District (the "Sub -District"); and WHEREAS, the District intends to issue revenue bonds of the District (the "Bonds") payable from certain revenues of the District collected within the Sub -District over a period not to exceed 40 years and USDA will purchase such Bonds to evidence a loan to the District for the purpose of making certain improvements within the Project Area; and WHEREAS, for so long as the Bonds are outstanding and the USDA is the owner of the Bonds, Project Addendum No. 2 is pledged as security for the payment of the principal and interest on the Bonds; and WHEREAS, upon payment of the whole amount of the principal and interest on the Bonds, the District desires to transfer the System to South Bend to provide on -going operation, maintenance, monitoring and repair of the System; and WHEREAS, during the term of Project Addendum No. 2, South Bend will provide a credit to the District representing the assumed System net asset value remaining after the Bonds are retired; and WHEREAS, the District has the authority to transfer the System to South Bend and South Bend has the authority to accept the System pursuant to the following: a. Each of the District and South Bend are governed by Indiana Code 36-1-11, as in effect on the date hereof, because each is a political subdivision; b. Each of the District and South Bend is a government entity under Indiana Code 36-1-11-8, as in effect on the date hereof, -2-