O-1998-2234 - Laserfiche WebLink

Browse Search

e e ARTICLE II FINANCING AND CONSTRUCTION OF SOUTH PROJECT; TRANSER DATE; AND CONVEYANCE OF INTEREST Section 2.1: Financina and Construction of South Proiect (a) GCWA agrees to use its best efforts to issue the Series 1998 South Project Bonds on or before August 1, 1998. Galveston agrees to enter into a contract to purchase water from GCWA and to take all actions necessary on its part or reasonably requested by GCWA related to the issuance of the Series 1998 South Project Bonds. (b) GCWA agrees to commence design of the South Project within thirty (30) days of the Delivery Date. GCWA shall use reasonable diligence in constructing and completing the South Project within three (3) years after the Delivery Date but in no event later than four (4) years after the Delivery Date. (c) LPAWA agrees to pay to GCWA the Down Payment not later than the First Payment Date. In addition, LPAWA will deposit with the Escrow Agent on or before the Transfer Date the remainder of the Purchase Price. If, on the Transfer Date, there are for any reason insufficient amounts held by the Escrow Agent for payment of the Purchase Price, then Galveston shall transfer to LPAWA LPAWA's Interest; provided, however, until the remainder of the Purchase Price is tendered in whole, LPAWA shall pay directly to Galveston on the Transfer Date and each anniversary of the Transfer Date, thereafter from the revenues of its water system the Galveston Obligation, and to secure payment of the Galveston Obligation, Galveston shall retain a security interest in LPAWA's Interest in a form to be agreed to by the parties. (d) LPAWA, Galveston and GCWA each hereby represents and warrants that it has full right, power, and authority to enter into this Sale Agreement and it is the legal, valid, and binding obligation of such party, such enforceability being subject only to rights of creditors in bankruptcy and the application of equitable principles generally. Section 2.2: Convevance of LPAWA's Interest. On or before the Transfer Date, upon or after payment by LPAWA of the full amount of the Purchase Price, or a partial amount thereof pursuant to Section 2.1 (c) above, GCWA and Galveston shall deliver to LPAWA, with a copy to the City of Houston, the executed Conveyance of Interest substantially in the form attached hereto as Exhibit B. The dated date of such Conveyance of Interest shall be the Transfer Date. 4