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

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C. Indiana Code 36-1-11-8 provides each of the District and South Bend with the authority to transfer or exchange property and establishes a process for doing so; d. Indiana Code 13-26-5-2(23) provides that the District may sell real or personal property determined by the board of the District to be no longer necessary or needed for the operation or purposes of the District WHEREAS, the District's construction of the System and South Bend's operation, monitoring and maintenance of the System, and the ultimate transfer of the System to South Bend presents a unique opportunity the benefits of which would not otherwise be available to the Project Area, NOW, THEREFORE, in consideration of the mutual promises and obligations in the Master Agreement and Project Addendum No. 2, the adequacy and sufficiency of which is hereby acknowledged, the District and South Bend agree as follows: Section 1. Transfer of System. Upon payment of the whole amount of the principal and interest so due on the Bonds, the District shall transfer ownership of the System to South Bend for the sum of One and 00/100 Dollar ($1.00). The repayment period of the Bonds is expected to be 40 years from the date of issuance of the Bonds. Upon transfer of the System to South Bend, South Bend agrees that it shall charge each retail customer served within the Sub -District at a rate that is not greater than the rate charged by South Bend to any other residential customer located within St. Joseph County, unless required by law to do so. Until such time as transfer is made to South Bend, the customers shall be customers of the District. Section 2. Successors and Assigns. No party hereto shall assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other party hereto, and any attempted assignment or delegation without prior written consent shall be void and of no force or effect. This Agreement shall inure to the benefit of and shall be binding upon the successors and permitted assigns of the parties hereto. Section 3. Governing Law; Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the State of Indiana; and suit, if venue for any, action concerning this Master Agreement shall be brought in the State courts of St. Joseph County, Indiana. Section 4. Recordation. This Agreement shall be recorded by the District in the Office of the Recorder for St. Joseph County, Indiana. Section 5. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which shall together constitute the same instrument. [SIGNATURE PAGE FOLLOWS] -3-