O-1998-2234 - Laserfiche WebLink

Browse Search

e e WHEREAS, pursuant to Section 6.17 of the GCWA Contract, GCWA and Galveston are free to sell or dispose of their Pumping Capacity and Production Capacity (both as defined in the GCWA Contract) in the southeast Plant, and Galveston has indicated to GCWA Galveston's desire to transfer all of Galveston's Interest to the Participants in the respective amounts indicated on Exhibit A hereto as evidenced by an executed Conveyance of Interest substantially in the form of Exhibit B hereto (the "Conveyance of Interesr) and requested GCWA to take certain actions in order to facilitate the transactions described above; and WHEREAS, the parties desire that such purchase, sale and transfer of LPAWA's Interest (as hereinafter defined) to LPAWA shall be effective as of the Transfer Date (as hereinafter defined); and WHEREAS, Houston and LPAWA have entered into an amendment to the Cost Sharing Water Contract between such parties (the "Amendmenr), which Amendment will, upon the Transfer Date, increase LPAWA's right to production capacity and pumping capacity from the Southeast Plant by an amount equal to LPAWA's Interest; and WHEREAS, pursuant to Section 49.211, Section 49.213, Section 49.218, and Section 49.219, Texas Water Code, as amended, and Chapter 791, Texas Government Code, as amended, LPAWA, Galveston, and GCWA are authorized to enter into the transactions herein described in order to fulfill their respective public purposes; and NOW THEREFORE, in consideration of the premises, and for good and valuable consideration GCWA, Galveston and LPAWA agree as follows: ARTICLE I DEFINITIONS In addition to the defined terms set out above, the following defined terms are assigned the meanings set forth below: . "Delivery Date" shall mean the date of issuance and delivery of the Series 1998 South Project Bonds which shall be a date on or before August 1, 1998. "Down Payment" shall mean the $500,000 down payment on the Purchase Price for LPAWA's Interest, to be paid by LPAWA to GCWA. "Escrow Acent" shall mean Chase Bank of Texas, National Association, its successors and assigns. "Escrow Acreement" shall mean that certain Escrow Agreement, dated as of the First Payment Date, substantially in the form of Exhibit C hereto. "First Payment Date" shall mean June 1, 1998. 2