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HomeMy WebLinkAboutO-2000-2384 e . ORDINANCE NO. 2000-~~~~ AN ORDINANCE APPROVING AND AUTHORIZING AN EXCESS REBATE WATER CAPACITY PURCHASE AND SALE AGREEMENT BETWEEN THE LA PORTE AREA WATER AUTHORITY AND THE CITY OF PASADENA; MAKING VARIOUS FINDINGS AND PROVISIONS RELATING TO THE SUBJECT; FINDING COMPLIANCE WITH THE OPEN MEETINGS LAW; AND PROVIDING AN EFFECTIVE DATE HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF LA PORTE: section 1. The City Council hereby approves and authorizes the contract, agreement, or other undertaking described in the title of this ordinance, in substantially the form as shown in the document which is attached hereto and incorporated herein by this reference. The Mayor is hereby authorized to execute such document and all related documents on behalf of the City of La Porte. The City Secretary is hereby authorized to attest to all such signatures and to affix the seal of the City to all such documents. section 2. The City Council officially finds, determines, recites, and declares that a sufficient written notice of the date, hour, place and subject of this meeting of the City Council was posted at a place convenient to the public at the City Hall of the City for the time required by law preceding this meeting, as required by the Open Meetings Law, Chapter 551, Texas Government Code; and that this meeting has been open to the public as required by law at all times during which this ordinance and the subject matter thereof has been discussed, considered and formally acted upon. The City Council further ratifies, approves and confirms such written notice and the contents and posting thereof. section 3. This Ordinance shall be effective from and after its passage and approval, and it is so ordered. e ORDINANCE NO. 2000-a3~~ e PASSED AND APPROVED, this 21st day of February, 2000. ATTEST: ~dbl}' Ad Mar a A. Gillett City Secretary APPZd ~~~ Bw. Askins City Attorney By: CITY OF LA PORTE &df.~~ Mayor PAGE 2 " ..i. , ,. "... e . . . EXCESS REBATE WATER CAPACITY PURCHASE AND SALE AGREEMENT STATE OF TEXAS { { COUNTY OF HARRIS { This Agreement, made and entered as of the 21st day of February, 2000, between the LA PORTE AREA WATER AUTHORITY, a conservation and reclamation district authorized and created under Article XVI, section 59 of the Texas Constitution, and acting under Chapters 49 and 54, Texas Water Code, as amended, hereinafter "Seller", and the CITY OF PASADENA, a political subdivision of the State of Texas, hereinafter referred to as "Purchaser". WIT N E SSE T H: WHEREAS, the City of Houston is planning an interim expansion of the Southeast Water Purification Plant (the "Houston Plant") from 80 Million Gallons per Day (MGD) to 120 MGD; WHEREAS, the La Porte Area Water Authority (the "Seller"), as a 00- owner of the Houston Plant, has the right to purchase up to 3.6 MGD of the Interim Capacity Expansion; WHEREAS, Seller desires to sell 3 MGD of the Interim capacity Expansion in the Houston Plant which the Seller has the right to purchase; WHEREAS, Purchaser desires to acquire 1 MGD of such right to purchase water capacity; and WHEREAS, parties desire that such purchase, sale and transfer of Seller's interest (as hereinafter defined) to Purchaser shall be effective as of the Transfer Date (as hereinafter defined). NOW THEREFORE IN CONSIDERATION OF PREMISES, and for good and valuable consideration, Seller and Purchaser agree as follows: I. In addition to the defined terms set out above, the following defined terms are assigned the meanings set forth below: I . e e "Down Pavment" shall mean the $340,000.00 down payment, which is equivalent to forty pereent (40') of the PurehaSl. priee, for Seller's interest, to be paid by Purchaser to Seller on or before 2:00 p.m. on Tuesday, February 29, 2000. "Purchase Price" shall mean the amount of $850,000.00. "Seller's Interest" shall mean La Porte Area Water Authority's excess rebate water capacity in the amount shown on Exhibit "A" attached hereto. "Transfer Date" shall mean Friday, June 30, 2000, at 2: 00 p.m., at which time the final balance of the Purchase Price sh~ll be due and payable, unless deferred to no later than October 31, 2000, at 2:00 p.m., in which cas. the balance of the Purchase Price shall bear interest ~t the rate of five and one-half percent (5.5%) per annum, from and after June 30, 2000. II (a) Purchaser agrees to pay to Seller .the Down Payment not later ~han 2:00 p.m. on Wednes:d,ay, March'l',' 2000. Purchaser aqrees to pay the balance of the Purchase Price on or before June 30, 2000. If the balanee of the Purchase Price is not paid on June 30, 2000, said balance shall accrue interest at the rate of five and one-half percent.(5.5%) per annum from and after June 30, 2000, provided, in any event, the entire balance of the Purchase Price., together with accrued interest thereon, shall be due and payable no later than Tuesday, October 31, 2000. (b) Seller and Purchaser each hereby represent and warrant that it has full right, power, and authority to enter into this Agr..men~ and i~ is ~he legal, valid, and binding ob1iga~ion o~ such party. (c) On or before the Transfer Date, upon or after payment by Purchaser of the full amount of the Purchase Price to Seller, Se'ller shall deliver to Purchaser, with a copy to the City of Houston, the executed Conveyance of Interest substantially in the form attached hereto as Exhibit "A". The dated date of' such Conveyance of Interest snaIl be the Transfer Date. III. The following shall be considered a default under this Agreement: (a) the failure of Purchaser to pay the Down Payment to Seller on or before the first payment date; (b) the failure of Purchaser to pay the balance of the Purchase Price to Seller as set forth in II(a) hereof; (0) the failure pf Purchaser to perform and observe in a timely manner any of the covenants contained in this Agreement; or . ~Ia- 2 e e (d) the Transfer Date has not occurred and payment in full received, together with accrued interest, if any, by October 31, 2000. The following shall be considered remedies upon default: (a) It is not intended hereby to specify (and this Agreement shall not be construed as specifying) an exclusive remedy for any default, but all remedies existing at law or in equity (including specific performance) may be availed of by either party and shall be cumulative. (b) Seller may declare Purchaser's Down Payment forfeited, and Seller may declare this contract null and void. IV. Seller or Purchaser may terminate this Agreement by notice in writing if the City of Houston elects not to construct the expansion contemplated in the "Cost Sharing Agreement Southeast Water Purification Plant" (restated and amended). If either party terminates this Agreement pursuant to this Article IV, Seller shall immediately refund the Down Payment paid by Purchaser plus accrued interest thereon at five and one-half percent (5.5%) per annum calculated on a year of 360 days from date of down payment to date of refund. V. Addresses and Notice. Unless otherwise provided in this Agreement, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made, or accepted by either party to the other must be in writing and may be given or be served by (i) depositing the same in the United States mail postpaid and registered or certified and addressed to the party to be notified, with return receipt requested, (ii) by delivering the same to an officer of such party, or (iii) by overnight delivery, receipt of which is confirmed by the sender by prepaid telegram, when appropriate, addressed to the party to be notified. Notice shall be conclusively deemed to be effective upon receipt. Notice given in any other manner shall be effective only when received by the party to be notified. For the purpose of Notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to Seller: La Porte Area Water Authority P.O. Box 1115 La Porte, TX 77572 Attn: Robert T. Herrera General Manager 3 . e If to Purchaser: City of Pasadena P.o. Box 672 Pasadena, TX 77501 Attn: E. Bert Simmons, P.E. Director of Public Works The parties shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by providing at least five (5) days written notice to the other party. VI. Modification. This Agreement shall be subject to change or modification only with the mutual written consent of the parties. Assignability. This Agreement shall not be assignable by any party without the prior written consent of the other party hereto. No third party shall be a beneficiary of this Agreement except permitted assigns. Severability. The provisions of this Agreement are severable, and if any provision or part of this Agreement or the application thereof to any person or circumstance shall ever be held by any court or competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Agreement and the application of such provision or part of this Agreement to other persons or circumstances shall not be affected thereby. Exhibi ts. The exhibi ts attached hereto are incorporated herein for all purposes. Merger. This Agreement constitutes the entire agreement between the parties relative to the subject matter hereof. There have been and are no agreements, covenants, representations or warranties between the parties other than those expressly stated herein or expressly provided for herein. Countercarts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be, and shall be deemed to be an original. All such counterparts shall constitute but one and the same instrument. IN WITNESS WHEREOF, the parties have executed the Agreement as of the date and year first written in this Agreement. SELLER: LA PORTE AREA WATER AUTHORITY By.~ . Pres en 4 . . ATTEST: '~ !%Ai;; IU Secretary THE FOREGOING AGREEMENT HAS BEEN APPROVED BY THE CITY COUNCIL OF THE CITY OF LA PORTE, TEXAS, BY ITS ORDINANCE NO. 2000- '2~f!. , PASSED AND APPROVED )..- ;}-I ,2000 By: ~~ LA PORTE ~~~ rman Malone Mayor ATTEST: a. Ma t a A. Gillett City secr.etary AP~;Z: AS TO FORM: I. ; t-'~"2</ ~ Knox W. Askins City Attorney PURCHASER: ey 5