Attachment H: GRU Terms and Conditions

Attachment H Contents:

• GRU Terms and Conditions which include:

o GRU General Terms and Conditions o GRU Supplemental Terms and Conditions

ATTACHMENT H

GENERAL TERMS AND CONDITIONS AND SUPPLEMENTAL CONDITIONS

1. General Terms and Conditions

1.1. General Terms and Conditions

1.1.1. DEFINITIONS

a. “Municipality” means (CITY OF GAINESVILLE, d/b/a GAINESVILLE REGIONAL UTILITIES), as defined under Chapter 180, Fla. Stat.

b. “Purchaser” means a public entity/private company authorized to conduct business in the State of Florida, who is acquiring the Utility System from the Municipality.

c. “Utility System” means the water, or wastewater-reuse utility or portion thereof being sold, including all related assets, rights, easements, permits, liabilities, customer accounts, records, operations and obligations.

d. “Public Interest Determination” means the Municipality’s formal finding, following the public hearing and consideration of the minimum criteria in §180.301, that the transaction is in the public interest.

e. “Assets and Liabilities” means the tangible and intangible assets and the associated liabilities of the Utility System as of the Closing Date.

f. “Closing Date” means the date when all closing conditions are satisfied, and the transfer is executed.

g. “Due Diligence Period” means the period during which the Purchaser may inspect the Utility System, review financials/operations, and approve or terminate the agreement per the terms herein.

h. “Purchase Price” means the amount paid by the Purchaser to the Municipality for the acquisition of the Utility System (or portion thereof) as set forth in the Asset Purchase Agreement.

1.1.2. PURPOSE AND AUTHORITY

This Agreement establishes the terms and conditions under which the CITY OF GAINESVILLE, a Florida municipal corporation d/b/a GAINESVILLE REGIONAL UTILITIES (“GRU”), may sell, convey, or transfer any part of its water, sewer, or wastewater reuse systems. Execution and performance of this Agreement are contingent upon:

1. Holding a public hearing in accordance with F.S. §180.301; and

2. A formal determination by the GRU Authority that such sale is in the public interest.

1.1.3. DESCRIPTION OF PROPERTY

Legal Description: LOT 19, BLOCK 2 OF THE CROSS CREEK MOBILE HOMES ESTATES AS RECORDED IN

PLAT BOOK “F,” PAGE 95OF THE PUBLIC RECORDS OF ALACHUA COUNTY, FLORIDA.

Invitation to Negotiate #2026-081 Title: Sale of Cross Creek Water and Wastewater Systems

Folio No.: 18354-043-053

GPS Coordinates: Run South 89 59’ East 500 feet to the Point of Beginning, thence continue South 89 50’ East 50 feet, thence run North 6 30’33” West 50 feet, thence run North 89 50’ West 50 Feet, thence run south 6 30’33” East 50 feet to the Point of Beginning, LESS AND EXCEPT the Western 20 feet measured along the property lines.

The above-described property, hereinafter referred to as the “Property”.

1.1.4. NOTICES

All notices or other communications which may be given pursuant to this Agreement shall be in writing and shall be deemed properly served if delivered by personal service or by certified mail addressed to Seller and Purchaser at the address indicated herein. Such notice shall be deemed given on the day on which personally served; or if by certified mail, on the fifth day after being posted or the date of actual receipt, whichever is earlier:

Notices to Contractor shall be deemed to have been properly sent when delivered to Contractor's physical address and/or email.

Notices to GRU are deemed to have been properly sent when emailed to purchasing@gru.com, mailed to P.O. Box 147117 Station A105, Gainesville, FL 32614 or delivered to Utilities Procurement Department, 301 SE 4th Avenue, Gainesville, Florida 32601 and GRU acknowledges receipt.

1.1.5. COMPLIANCE WITH LAWS AND REGULATIONS

All City, County, State and Federal laws, regulations and/or ordinances shall be strictly observed. Contractor is responsible for taking all precautions necessary to protect life and property.

1.1.6. GOVERNING LAW, VENUE, ATTORNEY'S FEES, AND WAIVER OF RIGHT TO JURY

TRIAL

This Contract shall be governed and construed pursuant to the laws of Florida and may not be construed more strictly against one party than against the other. In the event of any legal proceedings arising from or related to this Contract:

1. Venue for any state or federal legal proceedings shall be in Alachua County Florida;

2. Each Party shall bear its own attorneys’ fees except to the extent that Contract agrees to indemnify GRU as described in Supplemental Conditions, including any appeals; and

3. For civil proceedings, the Parties hereby waive the right to jury trial

1.1.7. REAL ESTATE BROKERAGE COMMISSION

Purchaser shall announce Buyer’s Agent herein this Agreement and on the RFP Registration Form as the procuring cause to this transaction in order to be eligible for the Fee. If the Purchaser fails to include Buyer’s Agent information in this Agreement and the RFP Registration Form, no Fee is due, and the GRU will not be liable to pay any Fee. GRU shall pay a real estate brokerage commission equal to three percent (3%) of the Purchase Price (“Fee”) to the Purchaser’s real estate broker/agent (“Buyer’s Agent”) upon Closing, if applicable.

1. If applicable, fill in the cooperating Buyer’s Agent information as follows:

A. Brokerage Firm’s Name:

B. Brokerage Firm’s Address:

C. Broker/Agent Name:

D. Broker/Agent License No:

E. Broker/Agent License Expiration Date:

F. Broker/Agent Phone Number:

G. Broker/Agent Email:

1.1.8. SOVEREIGN IMMUNITY

Nothing in this Contract shall be interpreted as a waiver of GRU’s sovereign immunity as granted pursuant to Section 768.28 Florida Statutes.

1.1.9. SEVERABILITY

Should any provisions, paragraphs, sentences, words or phrases contained in this Agreement be determined by a court of competent jurisdiction to be invalid, illegal or otherwise unlawful, such provisions, paragraphs, sentences, words or phrases shall be deemed modified to the extent necessary in order to conform with such laws, and the same may be deemed severable by GRU, and in such event, the remaining terms and conditions of this Agreement shall remain unmodified and in full force and effect.

1.1.10. ASSIGNMENT

No party may assign its rights or obligations under this Agreement without prior written consent of the other party, provided that the Purchaser may assign to an affiliate upon written notice.

1.1.11. RECORDS & TRANSPARENCY

a. Both Parties agree this Agreement and all related documents are subject to Florida’s Public

Records Law (F.S. CH. 119).

b. Both Parties agree this Agreement and all related documents are subject to Florida’s Sunshine Law (F.S. 286).

c. Purchaser shall retain and make records available for audit for five (5) years after closing.

1.1.12. NONEXCLUSIVE REMEDIES

Except as expressly set forth in this Contract, the exercise by either Party of any of its remedies under this Contract shall be without prejudice to its other remedies under this Contract or otherwise.

1.1.13. ADVERTISING

Contractor shall not publicly disseminate any information concerning the Contract without prior written approval from GRU, including but not limited to, mentioning the Contract in a press release or other promotional material, identifying GRU as a reference, or otherwise linking Contractor’s name and either a description of the Contract or the name of the GRU in any material published, either in print or electronically, to any entity that is not a party to Contract, except potential or actual authorized distributors, dealers, resellers, or service representative.

1.1.14. MODIFICATION OF TERMS

This Contract constitutes the entire agreement between the Parties. No oral agreements or representations shall be valid or binding upon GRU or Contractor. No alteration or modification of this Contract, including substitution of product, shall be valid or binding unless authorized by GRU. Contractor may not unilaterally modify the terms of this Contract by affixing additional terms to product upon delivery (e.g., attachment or inclusion of standard preprinted forms, product literature, “shrink wrap” terms accompanying or affixed to a product, whether written or electronic) or by incorporating such terms onto Contractor’s order or fiscal forms or any other documents forwarded by Contractor for payment. An acceptance of product or processing of documentation on forms furnished by Contractor for approval or payment shall not constitute acceptance of the proposed modification to terms and conditions.

1.1.15. WAIVER

a. No waiver by either party of any failure or refusal to comply with its obligations shall be deemed a waiver of any other or subsequent failure or refusal to comply. All remedies, rights, undertaking, obligations and agreement contained herein shall be cumulative and not mutually exclusive.

1.1.16. DISCLOSURE AND CONFIDENTIALITY

Florida’s Public Records Law, Chapter 119, Florida Statutes, includes numerous exemptions to the general requirement to disclose information to the public in response to a public records request.

Exemptions are found in various provisions of the Florida Statutes, including but not limited to Section 119.071, Florida Statutes (General exemptions from inspection or copying of public records), and Section 119.0713, Florida Statutes (Local government agency exemptions from inspection or copying of public records). Section 119.0715, Florida Statutes (Trade Secrets Held by an Agency), exempts trade secrets from release as a public record but also provides that public employees cannot be held liable if they, acting in good faith, release a public record that contains a trade secret. The Parties understand and agree that Florida’s Public Records Law is very broad and that documents claimed by a Party to be confidential and exempt from public disclosure pursuant to the Public Records Law may in fact not be deemed such by a court of law. Accordingly, the following provisions shall apply:

• Identifying Trade Secret or Otherwise Confidential and Exempt Information. For any records or portions thereof that Contractor claims to be Trade Secret or otherwise confidential and exempt from public disclosure under the Public Records Law, Contractor shall:

o Specifically identify the records or specific portions thereof that are confidential and exempt and reference the Florida Statute that grants such status. Provide one redacted copy of the record and one copy of the record with the confidential and exempt information highlighted. Contractor shall take care to redact only the confidential and exempt information within a record.

o Provide an affidavit or similar type of evidence that describes and supports the basis for Contractor’s claim that the information is confidential and exempt from public disclosure.

Request for Trade Secret or Otherwise Confidential and Exempt Information.

• In the event GRU receives a public records request for a record with information labeled by Contractor as Trade Secret or otherwise as confidential and exempt, GRU will provide the public record requester with the redacted copy of the record and will notify Contractor of the public records request.

• However and notwithstanding the above, in the event that GRU in its sole discretion finds no basis for Contractor’s claim that certain information is Trade Secret or otherwise confidential and exempt under Florida’s Public Records Law, then GRU shall notify Contractor in writing of such conclusion and provide Contractor a reasonable amount of time to file for declaratory action requesting a court of law to deem the requested information as Trade Secret or otherwise as confidential and exempt under Florida’s Public Records Law. If Contractor fails to file for declaratory action within the reasonable amount of time provided, then GRU will disclose the information requested.

• If a public records lawsuit is filed against GRU requesting public disclosure of the information labeled by Contractor as Trade Secret or otherwise as confidential and exempt, GRU shall notify Contractor and Contractor shall intervene in the lawsuit to defend the nondisclosure of such information under Florida’s Public Records Law.

• Contractor hereby indemnifies and holds GRU, its officers and employees harmless from any and all liabilities, damages, losses, and costs of any kind and nature, including but not limited to attorney’s fees, that arise from or are in any way connected with Contractor’s claim that any information it provided to GRU is Trade Secret or otherwise confidential and exempt from public disclosure under Florida’s Public Records Law.

“Work Product" may include creative work which may lead to programs, intellectual properties, computer software, computer programs, codes, text, hypertext, designs, and/or any other work products associated with or arising directly out of the performance of the Work.

1.1.17. Anti-Discrimination

Contractor shall not discriminate on the basis of race, color, religion, sex, gender, national origin, marital status, sexual orientation, age, disability or gender identity, or other unlawful forms of discrimination in the performance of this Contract. Contractor understands and agrees that a violation of this clause shall be considered a material breach of this Contract and may result in termination of the Contract. This clause is not enforceable by or for the benefit of, and creates no obligation to, any third party.

1.1.18. Anti-Human Trafficking

Pursuant to section 787.06(14), Fla. Stat., when this Contract is executed, renewed, or extended the Contractor and any subcontractors must provide GRU with an affidavit, signed by an officer or a representative of the Contractor and any subcontractors under penalty of perjury, attesting that the Contractor and subcontractor does not use coercion of labor or services as those terms are defined in section 787.06, Fla Stat.

1.1.19. Prohibition Against Consideration of Social, Political, or Ideological Interest in Government Contracting

In accordance with Section 287.05701(2)(a), F.S. (2023), GRU may not request documentation of or consider a vendor's social, political, or ideological interests when determining if the vendor is a responsible vendor, and may not give preference to a vendor based on the vendor's social, political, or ideological interests.

1.1.20. Compliance/Consistency with Scrutinized Companies Provisions of Florida Statutes.

Pursuant to section 287.135, Florida Statutes, Contractor certifies that, at the time of execution of this Contract (and any renewal):

a. $100,000 Threshold. If this Contract is for goods or services in an amount of one hundred thousand dollars ($100,000) or more, Contractor and its affiliates are not listed on the Scrutinized Companies that Boycott Israel List created pursuant to section 215.4725, Florida Statutes, and are not engaged in a boycott of Israel [see s. 287.135(2)(a), Fla. Stat.].

b. $1,000,000 Threshold. If this Contract is for goods or services in an amount of one million dollars ($1,000,000) or more, Contractor and its affiliates are not listed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or the Scrutinized Companies with Activities in Iran Terrorism Sectors List created pursuant to section 215.473, Florida Statutes, and are not engaged in business operations in Cuba or Syria as defined in section 215.473, Florida Statutes [see s.

287.135(2)(b), Fla. Stat.].

c. Notification. Contractor agrees to notify GRU immediately if, at any time during the term of this Contract, Contractor or any of its affiliates is placed on any list identified in this section or engages in any activity prohibited by section 287.135, Florida Statutes.

d. TERMINATION. GRU may terminate this Contract if Contractor is found to have submitted a false certification, is placed on any list identified in this section, or engages in any activity prohibited by section 287.135, Florida Statutes [see s. 287.135(3)(a)–(b), Fla. Stat.].

1.1.21. CONFLICT OF INTEREST

a. If any individual member, or an employee, or an immediate family member of the Purchaser is also a member of any board, agency of the GRU, that individual is subject to the conflict of interest. no GRU officer, official, employee or board, or agency member, or a spouse, son, daughter, parent, brother or sister of such person, shall enter into any contract, transact any business with the GRU, or appear in representation of a third party. This prohibition may be waived in certain instances by the affirmative vote by the GRU Authority, after a public hearing, but is otherwise strictly enforced and remains effective for two years subsequent to a person’s departure from GRU employment or board.

b. A letter indicating a conflict of interest for each individual to whom it applies must accompany the submission of this Purchase and Sale Agreement. The letter must contain the name of the individual who has the conflict; the relative(s), office, type of employment or other situation which may create the conflict; the board on which the individual is or has served; and the dates of service.

1.1.22. CAPTIONS AND SECTION HEADINGS

a. The Section headings or captions appearing in this Agreement are for convenience only, are not part of this Agreement, and are not to be considered in interpreting this Agreement.

1.1.23. COUNTERPARTS AND ELECTRONIC SIGNATURES

a. This Agreement may be executed in any number of counterparts, each of which so executed shall be deemed to be an original, and such counterparts shall together constitute but one and the same Agreement. The parties shall be entitled to sign and transmit an electronic signature of this Agreement (whether by PDF or other email transmission), which signature shall be binding on the party whose name is contained therein. Any party providing an electronic signature agrees to promptly execute and deliver to the other parties an original signed Agreement upon request.

1.1.24. ATTACHMENTS

All exhibits attached to this Contract are incorporated into and made part of this Contract by reference.

2. Supplemental Conditions

2.1. Supplemental Conditions

2.1.1. BINDING EFFECT

This Agreement shall bind and inure to the benefit of the parties hereto and their successors in interest

2.1.2. SURVIVAL OF REPRESENTATION/WARRANTIES

a. All relevant terms of this Agreement shall survive the Closing and be enforceable by the respective parties until such time as extinguished by law.

2.1.3. PARTIAL INVALIDITY

a. In the event that any provision of this Agreement shall be unenforceable in whole or in part, such provision shall be limited to the extent necessary to render same valid, or shall be excised from this Agreement, as circumstances require, and this Agreement shall be construed as if said provision had been incorporated herein as so limited, or as if said provision had not been included herein, as the case may be.

2.1.4. WAIVER OF TRIAL BY JURY; ATTORNEY’S FEES

a. The parties hereby knowingly, voluntarily and intentionally waive any right they may have to a trial by jury and/or to file permissive counterclaims and/or to claim attorney fees from the other parties in respect to any litigation arising out of, under or in connection with this Agreement, or any course of conduct, course of dealing, statements (whether oral or written) or actions of any party hereto. This provision is a material inducement for Purchaser and Seller entering into this Agreement.

2.1.5. TIME IS OF THE ESSENCE

a. Time is of the essence of this Agreement and in the performance of all conditions and covenants to be performed or satisfied by either party hereto. Whenever a date specified herein shall fall on a Saturday, Sunday or legal holiday, the date shall be extended to the next succeeding business day.

2.1.6. INDEMNIFICATION & LIABILITY

a. Purchaser and anyone claiming by, through or under Purchaser hereby fully and irrevocably release GRU, its employees, officers, directors, representatives, agents, successors and assigns (collectively the Seller) from any and all claims that it may now have or hereafter acquire against the Seller for any cost, loss, liability, damage, expense, demand, action or cause of action arising from or related to any defects, errors, omissions or other conditions, including, but not limited to, environmental matters, title to the Property, condition of the Property, personal injury, wrongful death, or property damage arising from use or occupancy of the Property, failure to comply with any laws, rules or regulations involving sale or use of the Property, or any other matter affecting the Property, or any portion thereof. This release and indemnification shall survive closing, cancellation or lapse of this Agreement.

b. Each party shall maintain appropriate insurance coverage during the transition and post-closing period as specified in the agreement.

2.1.7. PURCHASE PRICE AND PAYMENT TERMS

a. The Purchaser agrees to pay and the Seller agree to accept the sum of ________(the “Purchase

Price”). This Purchase presumes the Property Folio No.: 01-4106-074-0030. In the even the survey to be obtained by Purchaser at Purchaser’s discretion reveals square footage is more or less than listed in the description of the property, the Purchase Price shall not be affected. The Purchase Price, will be payable as follows:

i. The Purchase Price for the Utility System is subject to any adjustments as set forth in the Asset Purchase Agreement (e.g., working capital adjustments, closing date inventory, customer accounts, etc.).

ii. The Purchaser shall bear any cost of financing, unless otherwise agreed.

iii. Payments shall be made in the agreed upon form on or before the Closing Date, subject to any escrow, holdbacks or adjustments.

iv. Deposit: Within five (5) days of the Effective Date as defined herein, the Purchaser shall pay to Gainesville Regional Utilities an amount equal to ____________ as a deposit (“Deposit”).

At Closing, the Deposit shall be credited against the Purchase Price. The Deposit is non-refundable except if GRU terminates for public-interest reasons or title defects, shall be refunded.

v. Closing Payment: At Closing, the Deposit, plus the balance of the Purchase Price adjusted by adjustments, credits, prorations, or as otherwise provided in the Assets Purchase Agreement, shall be paid by the Purchaser to the Sell in the form of ______________.

2.1.8. RISK OF LOSS

a. The Purchaser assumes all risk of loss or damage to the Property by fire or other casualty, or acts of God, as of the Effective Date.

2.1.9. DISPUTES

If a dispute arises out of or relates to this Agreement, or the breach thereof, and if the dispute cannot be settled through negotiation, either party may, by giving written notice, refer the dispute to a meeting of appropriate higher management, to be held within 20 business days after giving of notice. If the dispute is not resolved within 30 business days after giving notice, or such later date as may be mutually agreed, the Parties will submit the dispute to a mediator. The Parties shall mutually agree to the mediator and the costs of the mediator will be borne equally by both parties. The venue for mediation and any subsequent litigation shall be in Alachua County, Florida.

2.1.10. TERMINATION AND DEFAULT

a. GRU may terminate if the sale is no longer in the public interest.

b. Purchaser fails to perform, or upon material breach.

c. If GRU terminates for public interest, all deposits are refunded.

d. If Purchaser defaults, GRU will retain the deposit as liquidated damages.

2.1.11. TERMINATION

a. Right to Termination

i. Purchaser shall have the right to cancel the Agreement at any time during the Inspection Period, for any reason, except for title defects which is governed by Section 9 hereof, by giving Seller written notice of its intent to cancel prior to the expiration of the Inspection Period.

b. Wavier and Release

i. In the event that Purchaser does not elect to cancel this Agreement, Purchaser acknowledges and agrees that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an “AS IS, WHERE-IS” condition and basis “WITH ALL FAULTS”. Purchaser on behalf of itself and its successors and assigns thereafter voluntarily, knowingly and intentionally waives, releases, acquits, and forever discharges Seller, its heirs, and the successors and assigns of any of the preceding, of and from any and all claims, actions, causes of action, demands, rights, damages, costs, expenses or compensation whatsoever, direct or indirect, known or unknown, foreseen or unforeseen, which Purchaser or any of its successors or assigns now has or which may arise in the future on account or in any way related to or in connection with any past, present, or future physical characteristic or condition of the Property including, without limitation, any Hazardous Materials in, at, on, under or related to the Property, or any violation or potential violation or any Environmental Requirement applicable thereto. In addition, Purchaser thereafter specifically waives all current and future claims and causes of action against Seller arising under CERCLA, RCRA, Chapters 376 and 402, Florida Statutes, and any other federal or state law or county regulation relating to Hazardous Materials in, on, under or affecting the Property. Notwithstanding anything to the contrary set forth herein, this release shall survive the Closing or termination of this Agreement.

2.1.12. TITLE & TITLE EVIDENCE

a. Purchaser shall obtain a title commitment within _______ days of execution.

i. Purchaser, at its sole cost and expense, shall be responsible for obtaining all title documents, which Purchaser requires in order to ascertain the status of title. Purchaser agrees to forward a copy of the aforementioned title documents to Seller immediately upon Purchaser's receipt thereof.

ii. Purchaser shall have a period of thirty (30) days from the Effective Date to examine title and notify Seller, in writing, of any condition which renders the title unmarketable. Seller shall have no obligation to cure title defects, it being understood and agreed that the Property is being sold in “AS IS, WHERE-IS, WITH ALL FAULTS” condition. Purchaser shall have no other recourse in this regard. This Property is being sold in “AS IS, WHERE-IS, WITH ALL FAULTS” condition as to title.

2.1.13. LIMITATION OF LIABILITY

To the fullest extent permitted by law, GRU shall not be liable to Contractor for any incidental, consequential, punitive, exemplary or indirect damages, lost profits, revenue or other business interruption damages, including but not limited to, loss of use of equipment or facility.

2.1.14. DESIGNATION OF REPRESENTATIVES

a. Purchaser and Seller acknowledge that proper communication between Purchaser and Seller is important. Accordingly, to facilitate such communication, the Purchaser and Seller have appointed the following persons on their respective be halves to be their representatives, to wit:

i. On behalf of Seller On behalf of Purchaser

2.1.15. EFFECTIVE DATE

a. This agreement becomes effective upon execution by both parties.

2.1.16. ENTIRE AGREEMENT/AMENDMENTS

a. This agreement plus the Asset Purchase Agreement, together with any attached exhibits, and schedules constitute the entire understanding and agreement between GRU and the Purchaser and supersedes all prior negotiations or representations.

b. There are no promises, agreements, undertakings, warranties or representations, oral or written, express or implied, between the parties other than as herein set forth. No amendment or modification of this Agreement shall be valid unless the same is in writing and signed by GRU CEO on behalf of the Seller and the Purchaser.

2.1.17. INSPECTIONS & INSURANCE

a. Inspection Period

i. Purchaser, its employees, agents, consultants and contractors shall have a period of ___________ days from the Effective Date (the “Inspection Period”) in which to undertake at Purchaser’s expense, such physical inspections and other investigations of and concerning the Property including surveys, soil borings, percolation, engineering studies, environmental tests and studies and other tests as Purchaser considers necessary for Purchaser and their consultants to review and evaluate the physical characteristics of the Property and to perform certain work or inspections in connection with such evaluation (the “Inspection”) after giving the Seller reasonable notice of twenty-four (24) hours prior to each test performed. For the purpose of conduction the Inspection, Seller hereby grants to Purchaser and its consultants and agents or assigns, right of entry upon the Property during the Inspection Period. The right of access herein granted shall be exercised and used by Purchaser, its employees, agents, representatives and contractor in such a manner as not to cause any damage or destruction of any residents, or nature whatsoever to, or interruption or interference with the right of Seller o other to use, the Property.

b. Inspection, Indemnity, Insurance and Releases

i. Notwithstanding anything contained in this Agreement to the contrary, as consideration for the Seller granting a right of entry for the Inspection, the Purchaser hereby specifically agrees to: (i) immediately pay or cause to be removed any liens or encumbrances filed against the Property as a result of any actions taken by or on behalf of Purchaser in connection with the Inspection; (ii) immediately repair and restore the Property to its condition existing immediately prior to the Inspection Period; and (iii) indemnify, defend and hold harmless Seller, its employees, officials, officers and agents, from and against all claims, damages or losses incurred to the Property, or anyone on the Property as a result of the actions taken by the Purchaser, any of its employees, agents, representatives or contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, with respect to the Inspection, regardless of whether or not such claim, demand, cause of action, damage, liability, loss or expense is caused in part by Seller, its employees, officers and agents, provided, however, Purchaser shall not be liable for the gross negligence or intentional misconduct of Seller, its employees, officers and agents.

Nothing herein shall be deemed to abridge the rights, if any, of the Seller to seek contribution where appropriate.

ii. The provisions of this indemnity and hold harmless shall survive the Closing or the termination of this Agreement.

iii. Prior to Purchaser entering upon the Property for purposes of commencement of the Inspection, Purchaser shall furnish to Seller the policy or policies of insurance or certificates of insurance in such a form and in such reasonable amounts approved by the City of Gainesville’s Risk Management Administration protecting the City of Gainesville, a Florida municipal corporation d/b/a Gainesville Regional Utilities, during the course of such testing, against all claims for personal injury and property damage arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable, upon the Property or in connection with the Inspection.

1. Risk Management requires all the base coverages of General Liability, Automobile Liability, and Workers Compensation. The Workers Compensation amount is statutory as required by Chapter 440, Florida Statutes.

• Commercial General Liability:

o $1,000,000 combined single limit for bodily injury and property damage.

• Professional Liability: $1,000,000

• Automobile Liability:

o $500,000 combined single limit for bodily injury and property damage.

• Workers Compensation:

o State (Florida): Statutory o Applicable Federal: Statutory o Employer’s Liability:

$500,000 per Accident

$500,000 Disease, Policy Limit

$500,000 Disease, Each Employee

1. All COLI’s must list in the Description of Operations section the below language:

2. Gainesville Regional Utilities, their subsidiaries, affiliates, and their respective officers, agents and employees are included as additional insured.

3. We require GRU to be listed as additional insured since Certificate Holder is used to show proof of insurance and does not provide access to the coverage disclosed on the Certificate of Liability Insurance. COLI’s with GRU as “Certificate Holder” status only is not acceptable.

4. The COLI must list Gainesville Regional Utilities, 301 SE 4th Avenue, Gainesville, Florida 32601 as the Certificate Holder.

i. Purchaser hereby voluntarily, intentionally and knowingly waives any and all claims against the Seller for personal injury or property damage sustained by the Purchaser, its employees, agents, contractors, or consultants arising out of or related to the activities undertaken by the Purchaser, its agents, employees, consultants and contractors upon the Property or in connection with the Inspection and releases the Seller from any claims in connection therewith.

2.1.18. DUE DILIGENCE AND ENVIORONMENTAL MATTERS

a. Definitions: For the purpose of this agreement:

i. “Hazardous Materials” means and includes without limitation, any substance, which is or contains (a) any “hazardous substance” as now or hereafter defined in the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (42 U.S.C., Section 9601 et. Seq.) (“CERCLA”) or any regulations promulgated under or pursuant to CERCLA; (b) any “hazardous waste” as now or hereafter defined in the Resource Conservation and Recovery Act (42 U.S.C., Section 6901 et. Seq.); (c) any substance regulated by the Toxic Substance Control Act (15 U.S.C., Section 2601 et. Seq.); (d) gasoline, diesel fuel, or other petroleum hydrocarbons; € asbestos and asbestos containing materials, in any form, whether friable or non-friable; (f) polychlorinated biphenyls; and (g) any additional substances or material which: (i) is now or hereafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter classified or considered to be hazardous or toxic under Environmental Requirements as hereinafter defined; (ii) causes or threatens to cause a nuisance on the Property or adjacent property or poses or threatens to pose a hazard to the health or safety of persons on the Property or adjacent property; or (iii) would constitute a trespass if it emanated or migrated from the Property.

ii. “Environmental Requirements” shall mean all laws, ordinances, statutes, codes, rules, regulations, agreements, judgements, orders and decrees, now or hereafter enacted, promulgated, or amended of the United States, the State of Florida, Alachua County, or any other political subdivision, agency or instrumentality exercising jurisdiction over the Seller or the Purchaser, the Property, or the use of the Property, relating to pollution, the proception or regulation of human health, natural resources, or the environment, or the emission, discharge, release or threatened release of pollutants, contaminants, chemicals, or industrial, toxic or hazardous substances or waste of Hazardous Materials into the environment (including, without limitation, ambient air, surface water, groundwater, land or soil).

b. Disclaimer As to Environmental Matters

i. Property is being sold in “AS IS, WHERE-IS, WITH ALL FAULTS” condition. Purchaser acknowledges and agrees that Seller has not made, does not make and specifically negates and disclaims any representations, warranties (other than the limited warranty of title as set out in the Quitclaim Deed), promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, (past, present, or future) of, as to, concerning or with respect environmental matters with reference to the Property, included but not limited to: (a) the value, nature, quality or condition of the Property, including, without limitation, the water, minerals, soil and geology, (b) the compliance of or by the Property, or its operation with any Environmental Requirements, (c) any representations regarding compliance with any environmental protection, soil or water quality, pollution or land use, zoning or development of regional impact laws, rules, regulations, orders or requirements, including the existence in or on the Property of Hazardous Materials.

ii. Purchaser further acknowledges and agrees that it is being given the opportunity to inspect the Property, and all relevant documents and records of the Seller as they relate to the Property, if any, and other documents that may exist in the public records iii.

iv. of the state, county and/or city relating to environmental conditions of the Property as part of this Agreement and that Purchaser is not relying upon any documents or representations made by or on behalf of Seller, but that Purchaser is responsible to conduct its won investigation of the Property.

v. Purchaser further acknowledges and agrees that any information provided or to be provided with respect to the Property, if any, was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy of completeness of such information but Seller agrees that it will not intentionally withhold information and Seller will not knowingly provide any false or misleading information. Seller is not liable or bound in any matter by any oral or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any agent, employee, servant or other person, agency, or entity.

2.1.19. REPRESENTATIONS AND WARRANTIES

a. By the Seller- GRU represent and warrants that: (a) It has authority to sell the Utility System and nothing prevents the transaction, (b) the Financial Statements, Balance Sheet and Rate Base Statement provided are accurate and fairly present the condition of the Utility System as of __________(date), (c) to its knowledge, the physical facilities of the Utility System are in good operating condition, except as disclosed in schedule, (d) GRU has met the requirements of §180.301 and holds the Public Interest Determination.

b. By the Purchaser-Purchaser represents and warrants (among other items) that: (a) it has the requisite corporate/governmental power to enter into the agreement and to operate the Utility System after closing, (b) it has sufficient financial resources/financing commitments to perform its obligations and to make required additional investments in the Utility System as contemplated under the transaction, (c) it has completed due diligence and accepts the conditions of the Utility System (subject to agreed exceptions)prior to closing.

c. Disclaimers of Warranties as to Property; “AS IS, WHERE-IS, WITH ALL FALUTS” Conveyance

i. Purchaser is purchasing the Property in an "AS IS" condition and specifically and expressly without any warranties, representations or guaranties, either express or implied, of any kind, nature or type whatsoever from or on behalf of Seller. Without in any way limiting the generality of the immediately preceding, and in addition to the specific disclaimers set forth in Section 8 of this Agreement with respect to Environmental Matters, Purchaser and Seller further acknowledge and agree that in entering into this Agreement and purchasing the Property:

1. Purchaser hereby acknowledges that Seller has not made, will not and does not make any warranties or representations, whether express or implied, with respect to the Property, its condition, the value, profitability, or marketability thereof;

2. Purchaser acknowledges that with respect to the Property, Seller has not will not and does not make any warranties, whether express or implied, of merchantability, habitability or fitness for a particular use or suitability of the Property for any and all activities and uses which Purchaser may conduct thereon;

3. Purchaser acknowledges that Seller has not made, will not and does not make any representations, whether express or implied, with respect to compliance with any land use matter, developer impact fees or assessments, zoning or development of regional impact laws, rules, regulations, orders or requirements;

4. Purchaser acknowledges that Purchaser has made and/or has been given an adequate opportunity to make such legal, factual and other inquiries and investigations as Purchaser deems necessary, desirable or appropriate with respect to the Property, the value or marketability thereof and of the appurtenances thereto. Such inquiries and investigations of Purchaser include, but shall not be limited to, the condition of all portions of the Property and such state of facts as an accurate abstract of title would show;

5. Purchaser acknowledges that Purchaser has not relied, and is not relying, upon any information, document, projection, proforma, statement, representation, guaranty or warranty (whether express or implied, or oral or written or material or immaterial) that may have been given by or made by or on behalf of Seller.

6. Purchaser acknowledges that Seller has not made, will not make and does not make any warranties or representations, whether express or implied, as to any personally on the Property, and specifically disclaims the warranty of merchantability. Personal property, if any, is conveyed “AS IS, WHERE-IS” and “WITH ALL FAULTS.”

ii. The provisions of this Section shall survive the closing.

2.1.20. ADDITONAL INVESTMENTS & SERVICE OBLIGATIONS

a. The Purchaser acknowledges that additional investment may be required to operate, maintain, upgrade, expand or replace the Utility System Facilities.

b. The Purchaser shall commit to making the required additional investments and shall provide a capital improvement plan as part of its commitment.

c. The Purchaser shall provide and maintain high-quality, cost-effective utility service to existing and future customers of the Utility System, consistent with regulatory obligations and expected service levels.

d. GRU may monitor performance of the Purchaser during a transition period and require periodic reporting of investments and services metrics.

2.1.21. CUSTOMER IMPACT & RATE BASE CONSIDERATIONS

a. The Purchaser shall provide costumer notice at least _________ days prior to transfer and coordinate with GRU on billing and operational continuity.

b. The Purchaser agrees that it will consider the interests of the existing utility customers in connection with the acquisition, including both positive and negative impacts.

c. The Purchaser shall honor existing customer service arrangements, rate structures (where applicable), and any customer notice requirements, unless modifications are agreed and permitted by regulatory authority.

d. GRU and Purchaser will cooperate to ensure seamless transition of customer accounts, billing, service continuity, and regulatory compliance.

2.1.22. USE OF SALE PROCEEDS (IF APPLICABLE)

a. If payments are made by a private firm (Purchaser) to GRU under this transaction (in cases of privatization or similar), all moneys received by GRU shall be used only for the purposes permitted under §180.301(10): reducing or offsetting property taxes, wastewater service rates, debt reduction, infrastructure improvements or capital asset expenditures, or other public purpose (or in compliance with federal grant-relief requirements).

b. GRU shall account for and document use of these proceeds and make such documentation available for public review and audit.

2.1.23. ALTERNATIVE & CONTINGENCIES

a. GRU has analyzed alternative to the sale, including continuation of municipal ownership, other transaction structures, or no change, and this has been documented in the Public Interest Determination.

b. If the Purchaser fails to satisfy closing conditions, then GRU may terminate the agreement or renegotiate terms, subject to any good-faith negotiation requirements.

2.1.24. REGULATORY COMPLIANCE

a. Both parties represent they shall comply with all federal, state and local laws, regulations, permits, licenses and approvals applicable to the Utility System.

2.1.25. PRECONDITIONS

a. GRU represents that it has complied with all applicable procedures under §180.301, including the public hearing, the written public-interest finding, and preparation of supporting statements summarizing the Purchaser’s qualifications and financial capacity.

b. The Purchaser acknowledges that it has had the opportunity to perform due diligence during the Due Diligence Period, and that satisfaction of the closing conditions is required to effectuate the acquisition.

2.1.26. SALE & TRANSFER OF ASSETS

a. Subject to satisfaction with all closing conditions, GRU shall sell, transfer and convey to the

Purchaser all designated Utility System Assets or assign all related rights and obligations as specified in the Asset Purchase Agreement.

b. GRU shall convey good and marketable title of the Assets, free of liens or encumbrances, except as disclosed in the schedule of liabilities.

c. Liabilities: The Purchaser shall assume only those liabilities specified in the agreement (or as otherwise agreed). Any liabilities not assumed remain with GRU unless otherwise agreed.

2.1.27. CLOSING & TRANSITION

a. Closing Cost & Adjustment

1. On the Closing Date, the parties shall execute all necessary documents (assignment, conveyance, bills of sale, transition service agreement, etc.) and the Purchaser shall assume the assets and liabilities (as agreed).

2. At Closing, the following items shall be borne, adjusted, prorated or assumed by or between Seller and Purchaser as follows:

A. Adjustments and Prorations

I. Real Estate Taxes: The Seller warrants that as of the date of this Agreement the Property is exempt from taxes. No representation whatsoever is made as to taxes assessed on the property after closing.

II. Certified/Pending Liens: Certified, confirmed and ratified governmental liens as of the Closing Date shall be paid by Purchaser. Pending liens as of the Closing Date shall be assumed by Purchaser.

III. Other Charges, Expenses, Interest, Etc: Other, assessments, water and sewer charges, waste fee and fire protection/life safety, utility connection charges, if applicable, shall be prorated.

IV. Usual and Customary: Such other items that are usually and customarily pro-rated between purchasers and sellers of properties in the area where the Property is located shall be prorated at closing. All pro-rations shall utilize

B. Closing Costs

I. Each party shall be responsible for its costs and attorney’s fees relating to this Agreement and the Closing.

II. Purchaser shall pay all closing and recording costs incurred in connection with the sale and purchase of the Property described in this Agreement, including, but not limited to:

I. documentary stamps tax and surtax;

II. all recording charges and/or filing fees payable in connection with the transfer of the Property hereunder;

III. all amounts necessary to provide Seller with a certified copy of the recorded deed;

b. Transition

i. GRU shall provide transitional support (customer records, operations manuals, access to billing information, etc.) for a period or _______ months to ensure continuity of services.

ii. GRU and Purchaser shall cooperate on regulatory fillings, permit transfers, and any necessary amendments to contract, rate schedules or service territory agreements.

2.1.28. ORDER OF PRECEDENCE

In the event that there is any conflict between the terms and conditions, the order of precedence shall be as follows:

• Any modification to this Contract

• Contract

• GRU Technical Specifications

• GRU Supplemental Conditions

• GRU General Conditions

• GRU Instructions

• Contractor Response