Page 133 - Yucaipa Valley Water District
P. 133
Director Memorandum No. 16-040 Page 13 of 24
AGREEMENT FOR SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT
TO PURCHASE BRINE LINE CAPACITIES FROM THE CREDITORS FOR ENERTECH
This Purchase Agreement (“Agreement”) is made and entered into as of ____________,
2016 (“Effective Date”), by and between San Bernardino Valley Municipal Water District, a
California municipal water district (“Valley District”), and California Assignments, LLC
(“Assignee”), by and through Development Specialists, Inc., its sole and managing Member,
solely in its capacity as assignee for the benefit of creditors of EnerTech Environmental
California, LLC, a California limited liability company (“EnerTech”). Valley District and
Assignee are sometimes collectively referred to herein as “Parties” and individually as
“Party.”
RECITALS
A. Valley District and EnerTech are parties to that certain Santa Ana Regional
Interceptor (SARI) Discharge Agreement, dated October 17, 2007 (“Original Discharge
Agreement”), wherein EnerTech purchased from Valley District a Discharge Right Allocation
for discharging a maximum of 0.220 million gallons per day (“MGD”) (i.e., 220,000 gallons
per day) of non-reclaimable industrial wastewater into the SARI pipeline and a Treatment
and Disposal Allocation of 0.220 MGD with a maximum wastewater quantity of 30 mg/l
Biochemical Oxygen Demand (“BOD”) and 30 mg/l Total Suspended Solids (“TSS”), subject
to the terms and payment of additional variable costs associated with the operations,
maintenance and repair costs set forth in the Original Discharge Agreement.
B. In October 2010, Valley District and EnerTech entered into Amendment No. 1
to the Original Discharge Agreement (“Amendment No. 1”), wherein EnerTech purchased
from Valley District an additional 70 mg/l of BOD treatment and disposal right allocation in
the SARI System for a total of 100 mg/l of BOD right allocation for 0.22 MGD of flow.
C. On February 2, 2011, Valley District and EnerTech entered into Amendment
No. 2 to the Original Discharge Agreement (“Amendment No. 2”), wherein EnerTech
purchased from Valley District an additional 70 mg/l of TSS treatment and disposal right
allocation in the SARI System for a total of 100 mg/l of TSS right allocation for 0.22 MGD of
flow.
D. On November 15, 2011, Valley District and EnerTech entered into Amendment
No. 3 to the Original Discharge Agreement (“Amendment No. 3,” and collectively with the
Original Discharge Agreement, Amendment No. 1 and Amendment No. 2, the “Discharge
Agreement”), wherein EnerTech purchased from Valley District an additional 80,000 gpd of
pipeline capacity and treatment and disposal capa city in the SARI System for a total capacity
right of 300,000 gpd with a maximum wastewater quality of 73.4 mg/l BOD and 73.4 mg/l
TSS.
E. On October 5, 2012, EnerTech and Assignee entered into a General
Assignment for the Benefit of Creditors Agreement (the “General Assignment”), whereby
EnerTech transferred ownership of all its respective rights, titles and interests in tangible
and intangible assets (“Assets”) to Assignee, and in so doing has also designated Assignee to
act, pursuant to California law, as the Assignee for the Benefit of Creditors of EnerTech.
Yucaipa Valley Water District - April 20, 2016 - Page 131 of 158
AGREEMENT FOR SAN BERNARDINO VALLEY MUNICIPAL WATER DISTRICT
TO PURCHASE BRINE LINE CAPACITIES FROM THE CREDITORS FOR ENERTECH
This Purchase Agreement (“Agreement”) is made and entered into as of ____________,
2016 (“Effective Date”), by and between San Bernardino Valley Municipal Water District, a
California municipal water district (“Valley District”), and California Assignments, LLC
(“Assignee”), by and through Development Specialists, Inc., its sole and managing Member,
solely in its capacity as assignee for the benefit of creditors of EnerTech Environmental
California, LLC, a California limited liability company (“EnerTech”). Valley District and
Assignee are sometimes collectively referred to herein as “Parties” and individually as
“Party.”
RECITALS
A. Valley District and EnerTech are parties to that certain Santa Ana Regional
Interceptor (SARI) Discharge Agreement, dated October 17, 2007 (“Original Discharge
Agreement”), wherein EnerTech purchased from Valley District a Discharge Right Allocation
for discharging a maximum of 0.220 million gallons per day (“MGD”) (i.e., 220,000 gallons
per day) of non-reclaimable industrial wastewater into the SARI pipeline and a Treatment
and Disposal Allocation of 0.220 MGD with a maximum wastewater quantity of 30 mg/l
Biochemical Oxygen Demand (“BOD”) and 30 mg/l Total Suspended Solids (“TSS”), subject
to the terms and payment of additional variable costs associated with the operations,
maintenance and repair costs set forth in the Original Discharge Agreement.
B. In October 2010, Valley District and EnerTech entered into Amendment No. 1
to the Original Discharge Agreement (“Amendment No. 1”), wherein EnerTech purchased
from Valley District an additional 70 mg/l of BOD treatment and disposal right allocation in
the SARI System for a total of 100 mg/l of BOD right allocation for 0.22 MGD of flow.
C. On February 2, 2011, Valley District and EnerTech entered into Amendment
No. 2 to the Original Discharge Agreement (“Amendment No. 2”), wherein EnerTech
purchased from Valley District an additional 70 mg/l of TSS treatment and disposal right
allocation in the SARI System for a total of 100 mg/l of TSS right allocation for 0.22 MGD of
flow.
D. On November 15, 2011, Valley District and EnerTech entered into Amendment
No. 3 to the Original Discharge Agreement (“Amendment No. 3,” and collectively with the
Original Discharge Agreement, Amendment No. 1 and Amendment No. 2, the “Discharge
Agreement”), wherein EnerTech purchased from Valley District an additional 80,000 gpd of
pipeline capacity and treatment and disposal capa city in the SARI System for a total capacity
right of 300,000 gpd with a maximum wastewater quality of 73.4 mg/l BOD and 73.4 mg/l
TSS.
E. On October 5, 2012, EnerTech and Assignee entered into a General
Assignment for the Benefit of Creditors Agreement (the “General Assignment”), whereby
EnerTech transferred ownership of all its respective rights, titles and interests in tangible
and intangible assets (“Assets”) to Assignee, and in so doing has also designated Assignee to
act, pursuant to California law, as the Assignee for the Benefit of Creditors of EnerTech.
Yucaipa Valley Water District - April 20, 2016 - Page 131 of 158
