Page 134 - Yucaipa Valley Water District
P. 134
Director Memorandum No. 16-040 Page 14 of 24
F. The purchase price for capacity in the Brine Line is Three Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) per MGD as established by
Santa Ana Watershed Project Authority (“SAWPA”) Resolution 295, dated July 8, 1997.
G. The purchase price for treatment and disposal capacity shall be the amount
paid by EnerTech in the Original Agreement and Amendment No. 1, Amendment No. 2 and
Amendment No. 3.
H. Valley District desires to purchase from Assignee the Discharge Right
Allocation and a portion of the Disposal Right Allocation described in the Discharge
Agreement, and assume all treatment and disposal capacity and all other rights and
privileges granted to EnerTech under the Discharge Agreement and transferred to Assignee
pursuant to the General Assignment, including, without limitation, the assets listed on
Exhibit “A” (collectively, the “Capacity”).
I. Assignee desires to sell and assign to Valley District, and Valley District
desires to purchase and assume from Assignee, the Capacity of Assignee under the Discharge
Agreement, which will be terminated at the Closing (defined below).
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises set forth below and for other
good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Agreement of Purchase and Sale. Subject to the terms and conditions set forth in this
Agreement, including the prior written consent of SAWPA as detailed in Section 10 below,
Assignee agrees to grant, sell, assign, transfer, deliver and convey to Valley District, and
Valley District agrees to purchase, acquire, assume and accept the assignment from
Assignee, all of Assignee’s right, title and intere st in and to the Capacity, including the rights
of Assignee under the Discharge Agreement. The Capacity will be granted, sold, assigned,
transferred, delivered and conveyed to Valley District on the Closing Date (defined below).
2. Purchase Price. In consideration of the sale, transfer, conveyance and assignment of
the Capacity to Valley District at the Closing Date and such other conditions in this
Agreement being satisfied, Valley District agrees to pay on the Closing Date, Two Million
Four Hundred Sixty-Two Thousand Six Hundred Forty-Three and 00/100 Dollars
($2,462,643.00), less the outstanding unpaid fees as of March 2016 due under the Discharge
Agreement by EnerTech to Valley District in the sum of Two Hundred Seventy Seven
Thousand Sixty-Five and 35/100 Dollars ($277,065.35) (“Current Fees,”) as more fully
detailed in Exhibit “B” attached hereto), for a total purchase price of Two Million Eight
Hundred Forty-Three Thousand Eight Hundred Thirty-Seven and 10/100 Dollars
($2,185,577.65) (the “Purchase Price”), not including any monthly fees that may accumulate
between the signing of this agreement and the Closing Date.
3. Payment of the Closing Purchase Price. On the Closing Date, Valley District shall
deliver to Assignee the Purchase Price, less the Holdback (defined below) and any monthly
fees accumulated as of the Closing Date other than the Current Fees, in full by wire transfer
Yucaipa Valley Water District - April 20, 2016 - Page 132 of 158
F. The purchase price for capacity in the Brine Line is Three Million Seven
Hundred Fifty Thousand and 00/100 Dollars ($3,750,000.00) per MGD as established by
Santa Ana Watershed Project Authority (“SAWPA”) Resolution 295, dated July 8, 1997.
G. The purchase price for treatment and disposal capacity shall be the amount
paid by EnerTech in the Original Agreement and Amendment No. 1, Amendment No. 2 and
Amendment No. 3.
H. Valley District desires to purchase from Assignee the Discharge Right
Allocation and a portion of the Disposal Right Allocation described in the Discharge
Agreement, and assume all treatment and disposal capacity and all other rights and
privileges granted to EnerTech under the Discharge Agreement and transferred to Assignee
pursuant to the General Assignment, including, without limitation, the assets listed on
Exhibit “A” (collectively, the “Capacity”).
I. Assignee desires to sell and assign to Valley District, and Valley District
desires to purchase and assume from Assignee, the Capacity of Assignee under the Discharge
Agreement, which will be terminated at the Closing (defined below).
OPERATIVE PROVISIONS
NOW, THEREFORE, in consideration of the promises set forth below and for other
good and valuable considerations, the receipt and sufficiency of which are hereby
acknowledged, the Parties agree as follows:
1. Agreement of Purchase and Sale. Subject to the terms and conditions set forth in this
Agreement, including the prior written consent of SAWPA as detailed in Section 10 below,
Assignee agrees to grant, sell, assign, transfer, deliver and convey to Valley District, and
Valley District agrees to purchase, acquire, assume and accept the assignment from
Assignee, all of Assignee’s right, title and intere st in and to the Capacity, including the rights
of Assignee under the Discharge Agreement. The Capacity will be granted, sold, assigned,
transferred, delivered and conveyed to Valley District on the Closing Date (defined below).
2. Purchase Price. In consideration of the sale, transfer, conveyance and assignment of
the Capacity to Valley District at the Closing Date and such other conditions in this
Agreement being satisfied, Valley District agrees to pay on the Closing Date, Two Million
Four Hundred Sixty-Two Thousand Six Hundred Forty-Three and 00/100 Dollars
($2,462,643.00), less the outstanding unpaid fees as of March 2016 due under the Discharge
Agreement by EnerTech to Valley District in the sum of Two Hundred Seventy Seven
Thousand Sixty-Five and 35/100 Dollars ($277,065.35) (“Current Fees,”) as more fully
detailed in Exhibit “B” attached hereto), for a total purchase price of Two Million Eight
Hundred Forty-Three Thousand Eight Hundred Thirty-Seven and 10/100 Dollars
($2,185,577.65) (the “Purchase Price”), not including any monthly fees that may accumulate
between the signing of this agreement and the Closing Date.
3. Payment of the Closing Purchase Price. On the Closing Date, Valley District shall
deliver to Assignee the Purchase Price, less the Holdback (defined below) and any monthly
fees accumulated as of the Closing Date other than the Current Fees, in full by wire transfer
Yucaipa Valley Water District - April 20, 2016 - Page 132 of 158
