Page 125 - Yucaipa Valley Water District
P. 125
Director Memorandum No. 16-040 Page 5 of 24
H. Valley District desires to sell YVWD the EnerTech Capacities along with 0.20 MGD
of available pipeline capacity owned by Valley District, at the price paid for both, as
described on Exhibit “A” attached to this Agreement.
I. YVWD agrees to purchase and assume from Valley District the pipeline capacity and
the treatment and disposal capacity, upon the terms and conditions contained in this
Purchase Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing facts and mutual covenants
and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agreed as follows:
1. Purchase of Capacity Rights. Subject to the terms and conditions of this Purchase
Agreement, Valley District agrees to grant, sell, transfer and assign to YVWD, and
YVWD agrees to purchase, acquire, assume and accept from Valley District 300,000
gallons per day of both pipeline capacity and treatment and disposal capacity and an
additional 200,000 gallons per day of pipeline capacity (collectively “Capacity Rights”),
including all obligations related thereto.
2. Purchase Price. Subject to the additional costs required under this Purchase
Agreement, the purchase price of the Capacity Rights shall be Three Million Two
Hundred Twelve Thousand Six Hundred Forty-Three and 50/100 Dollars
($3,212,643.00), subject to any amendments or adjustments to SAWPA Resolution 295
(“Purchase Price”). Use of the Capacity Rights shall not occur until Valley District
has completed the purchase from the Creditors of Enertech and until the full payment
of the Purchase Price is received from YVWD by Valley District. YVWD acknowledges
that the Purchase Price does not cover other costs or annual fees for use or operation
of the Brine Line system, which may be impo sed by Orange County Sanitation District
(“OCSD”) or SAWPA from time to time.
3. Additional Costs. In addition to the payment of the Purchase Price contemplated
under Section 2, YVWD will be responsible for the timely payment of all other costs,
fees and expenses, (whether fixed, use-based, or otherwise) including, without
limitation, operation, repair, maintenance and replacement costs imposed by OCSD,
SAWPA, Valley District, or the SAWPA Agreement, as amended, regarding the use
and operation of the Brine Line system. Th e payment of any additional fees and costs
shall be made within thirty (30) days of YVWD’s receipt of an invoice from Valley
District.
4. Compliance. YVWD shall at all times comply with all quality standards and
requirements for the discharge of non-reclaimable wastewater into the Brine Line
system mandated by applicable ordinances, rules, regulations, orders, permits or
agreements, including without limitation, the SAWPA Agreement, as those items may
be amended or supplemented from time to time, which are issued or executed by the
OCSD, SAWPA, Valley District or any other rule making agency or authority.
Further, YVWD agrees to comply with all federal and state law, rule or regulation
regarding or relating to the actions contemplated by this Purchase Agreement. Upon
Yucaipa Valley Water District - April 20, 2016 - Page 123 of 158
H. Valley District desires to sell YVWD the EnerTech Capacities along with 0.20 MGD
of available pipeline capacity owned by Valley District, at the price paid for both, as
described on Exhibit “A” attached to this Agreement.
I. YVWD agrees to purchase and assume from Valley District the pipeline capacity and
the treatment and disposal capacity, upon the terms and conditions contained in this
Purchase Agreement.
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the foregoing facts and mutual covenants
and for other good and valuable consideration, the sufficiency of which is hereby
acknowledged, the Parties hereby agreed as follows:
1. Purchase of Capacity Rights. Subject to the terms and conditions of this Purchase
Agreement, Valley District agrees to grant, sell, transfer and assign to YVWD, and
YVWD agrees to purchase, acquire, assume and accept from Valley District 300,000
gallons per day of both pipeline capacity and treatment and disposal capacity and an
additional 200,000 gallons per day of pipeline capacity (collectively “Capacity Rights”),
including all obligations related thereto.
2. Purchase Price. Subject to the additional costs required under this Purchase
Agreement, the purchase price of the Capacity Rights shall be Three Million Two
Hundred Twelve Thousand Six Hundred Forty-Three and 50/100 Dollars
($3,212,643.00), subject to any amendments or adjustments to SAWPA Resolution 295
(“Purchase Price”). Use of the Capacity Rights shall not occur until Valley District
has completed the purchase from the Creditors of Enertech and until the full payment
of the Purchase Price is received from YVWD by Valley District. YVWD acknowledges
that the Purchase Price does not cover other costs or annual fees for use or operation
of the Brine Line system, which may be impo sed by Orange County Sanitation District
(“OCSD”) or SAWPA from time to time.
3. Additional Costs. In addition to the payment of the Purchase Price contemplated
under Section 2, YVWD will be responsible for the timely payment of all other costs,
fees and expenses, (whether fixed, use-based, or otherwise) including, without
limitation, operation, repair, maintenance and replacement costs imposed by OCSD,
SAWPA, Valley District, or the SAWPA Agreement, as amended, regarding the use
and operation of the Brine Line system. Th e payment of any additional fees and costs
shall be made within thirty (30) days of YVWD’s receipt of an invoice from Valley
District.
4. Compliance. YVWD shall at all times comply with all quality standards and
requirements for the discharge of non-reclaimable wastewater into the Brine Line
system mandated by applicable ordinances, rules, regulations, orders, permits or
agreements, including without limitation, the SAWPA Agreement, as those items may
be amended or supplemented from time to time, which are issued or executed by the
OCSD, SAWPA, Valley District or any other rule making agency or authority.
Further, YVWD agrees to comply with all federal and state law, rule or regulation
regarding or relating to the actions contemplated by this Purchase Agreement. Upon
Yucaipa Valley Water District - April 20, 2016 - Page 123 of 158
