HomeMy WebLinkAboutORD 71-60LLJ/11/l/71/gh 0
ORDINANCE NO. I I - (o D
• 1 i�-G°iy�-1 �1 � 1 �
ORDINANCE AUTHORIZING A CONTRACT
THE STATE OF TEXAS
COUNTY OF JEFFERSON
CITY OF BEAUMONT
WHEREAS, it is necessary and advisable that the City
enter into the Contract hereinafter authorized.
THEREFORE, BE IT ORDAINED BY THE CITY OF BEAUMONT..
Section 1.
That the Mayor and the City Clerk are authorized and
directed, for and on behalf of the City, to date, sign, seal,
and otherwise execute a. Contract in substantially the form and
substance set forth in "Exhibit A", which is attached hereto
and made a part hereof.
Section 2.
That upon execution said Contract shall be binding
upon the City for all purposes.
Section 3.
That a substantial draft of the Bond Resolution author-
izing the issuance of the Bonds described in said Contract has
been submitted to the City, and a copy thereof is attached
hereto, marked "Exhibit B", and made a part hereof. Said draft
is hereby approved, and said Bonds may be issued pursuant
thereto, and it is hereby acknowledged that all provisions of
said draft are in compliance with said Contract.
PASSED by the City Council this the 2nd day of
November, 1971.
Mayor -
"EXI.IBIT. A"
SABINE RIVER AUTHORITY OF TEXAS CITY OF..BEAUMONT
WASTE.DISP-OSAL CONTRACT
TIME STATE 'OF, TEXAS o
YNOW,.A.LL MEN -BY :,THESE 'PRESENTS':
WATER POLLUTION-CONTROL.COMPACT a.
WHEREAS,.the Sabine River`Authority of, Texas (hereina:fter
sometimes called the "Authority")'is a conservation and recla
mation district created by Vernon's Article 8280=133,'pursuan_t
to Article 16, section 59 of the .Texas Constitution; and
WHEREAS, the Authority is an"agency of the,State,of
Texas operating -on a multiple county and regional basis;.arid.
WHEREAS, the Authority is a. Signatory to the State`cf:
Texas Water Pollution.Control.Compact ';(hereinafter sometimes ,
called the "Compact") , "dated and effective as of March' 26 , 1971,
which is on file 'in the official records of the Texas Water
.Quality. Board,. and which was approved byOrder" of s.aid,Board
duly entered on March..26, 1971., and to which Compact reference
is hereby -made for "all, purposes; and
WHEREAS, the .City -of Beaumont, (hereinafter -sometimes
called the- "City") is :a .,city -duly organized and.. :exis ting. Pursuant
to the consi�itu,ion and "laws ' of the State ' bf" Texas ; and
WHEREAS, the Authority and the City jointly desire .to,.
acquire, construct, and establish in. 'the vicinity of the City a
disposal system, consisting of -facilities for -:disposing of sew-
age and other waste,,inc.luding treatment. facilities, as.such
terms -are defined in Vernon's Article 762lg and/or the Texas,
Water Code (hereinafter sometimes called the "Project") and.
WHEREAS, the City has filed an application for a
Federal grant',for the Project with the Texas Water Quality Board
and the Environmental Protection.Agency of',the United States of
'America,; and, the Proje.et has' been .given he designation as
WPC-TEX-698 in the records of. the .Texas Water ,Quali:cy Board and
the Environrnental Protection Agency'; to which application_ 'and
records reference is hereby made..for,a complete,description_of..
the Project; and
reasonable costs of constructing the Project; and
WHEREz1S;"the Texas Water Qua lity. Board has granted :nd:
given the necessary.permit in connection with the Project; and
WHEREAS,, the City and the-:Authori,ty are authorized to
make and..enter into, this Contract under,Verfton"s Article 76219
and/or Chapter 25 of the Texas Water -Code. -and Section.21.09"5 of
the Texas. Water Code; and
WHEREAS,•the parties hereto recognize and agree to..-
these facts
(a) that this -Contract is being executed pursuant
to and in compliance' -with the Compact; and
(b) that the Authority is preparing to issue, sell,
and. deliver its Bonds for the purpose"bf ac-
quiring dnd . constructing its. -part, of_ the
actual `costs . of 'the entire Pro.ject;, and
(c) that: ,th.e Authority will pledge part of the
City's 'payments to the. Authority 'under this
—Contract. to the payment of principal of and
the'•interest on its Bonds issued` in connec-
tion.'with,the Project,'and for the mainten-
ance o'a'.debt service reserve fund for said
Bonds.
IT IS THEREFORE CONTRACTED AND AGREED BETWEEN.
THE,AUTHORITY"AND THE CITY AS FOLLOWS:
Section I. DEFINITIONS. The terms -and expressions
used in this Contract, unless the context shows clearly other-
wise, shall have meanings as follows
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(a) "Project". means the Project as defined in
the -Preamble to this Contract.
.(b) "Board"'and. "Board ,of Directors" means the
Board. of Directors. of ..the Author i"ty
(c) "Bona Resolution" means any resolution of,
the Board of Directors authorizing the issu-
anile of Bonds and providing for their secur-
ity and. payment,.as such re.solution(s.).may
be amended from time to time-as,therein.
permitted
(d)' "Bonds". means any bonds to, be issued by the
Authority f -or the acquisi-Lion, construction;.
or completion of the Project,.. whether. in one
or more. se ries or issues; or any:`bonds issued
to refund .same
-Sec'tion.2o -OBLIGATION OF AUTHORITY TO CONSTRUCT. The
Authority agrees to pay, and will .pay,: as a Signatory to the
Compact, for and on behalf of the State of Texas, 25% of 'all of
the actual costs of acquiring and constructing 'the entire Project,
through the issuance,of its.Bonds pursuant to Vernon's Article:,
762lg and/or Chapter .25 of the Texas Water Code, and.Sec-tioft
'21.095 of the Texas Water Code, ,to,provide the money for- such.
payment.
Section 3a OBLIGATION OF CITY TO CONSTRUCT., The City
agrees to pay, and -will pay, 75% of all of the actual costs. of `
acquiring and constructing the entire Project, from the..money re-
ceived by the City from the, Federal grant for the Project, .arid
from other sources available to,the City.
Section 4. AUTHORITY'S BOND RESOLUTION. The Authority's
Bond Resolution will provide that the proceeds from the sale -.Of
its Bonds will be used for the ,payment of all of the Authority's
expenses and costs in connection with the Bonds and the Project,
including, without, -limitation, all financing, legal,.prin.ting., and
other expenses and costs incurred in issuing.the Authority's
Bonds, and all engineering, Iega•l, construction, and other cax-
penses and costs incurred,key the .Authority in. acquiring and con-
structing the Project, . including all out=of=.pocket.-.expen'ses of
the Authority's employees directly attributable and chargeable -to
the Project and the proportionate part of any-Authority employees.'
salaries attributable and chargeable to the acquisition and coria=
struction of the Project, plus art adm-inistrative and overhead
charge. to be retained by the .Authority equal to any' ofsuch out-
of-pocket expenses of the Authbrity'.s"employees and proportionate
part of Authority employees° salaries. Such-Bonds will be issued -
in a mutually agreeable amount sufficient to cover the estimated
amount of all the aforesaid expenses, coasts , , and charges:,.. and 'may'
also provide .for--depositing into a -debt service1:reserve fund
for such Bonds an amount approximately equal to the average annual
principal and_-interest requirements on such Bonds, and may pro
vide for creatIng other-funds, and for.capitalizing interest
during construction of the Project. A'substantial draft of each
.Bond Resolution of.the Authority, showing the principal amount',
maturities,. debt service -reserve fund,=and other pertinent fea
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-'tures;l=excepting the name of the'purchaser and the interest rates,
must be delivered to'and be approved by•,the City prior to the.
adoption of the Bond.,Resolution .by the' Author ty and the approval
of such draft by the City will constitute agreement-by the City
that all provisions of the Bond Resolution are in compliance wits
- this Contract in all respects.
Section 50.. CONSULTING ENGINEERS." The Authority and
the City agree, that the Charles R_ Haile Engineering Company,
Jefferson County,.Texas, shall be the "Consulting Engineers" for
the Project;, that .the Project will be ac,quredr and const.ructe"d Iin
accordance with the "Engi.neering Report." which'has been prepared
by the Consulting Engineers and which` is.on file with the Environ-
mental Protection Agency, and in accordance with plans and sped--
fications prepared by.the Consulting'Sr�g heers, and under the
supervision of the Consulting E.ngineei�sd
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- will have the sole .responsib lily .for operating and rriairitain.
ing the e"ntire .Project throughout :its use life, and that t� e
City will.operate and Maintain the entire Project throughout "its
useful life; and th-e City agrees to, indemnify 'arid. to .save. and hold
harmless the Authority from from any and �,1l c.la'ims.; damages; losst;s:
costs, and expense.s,.including reasonable attOrneys:fees,.aris-
ing at any time from the accquis'i.tioi ; GGns.truction;' existence,
ownership, o-eratibn anal/or maintenande of the entire 'Project.
It is further agreed, that the City's'.obligation to ma e any. and' "
all payments -under Section 7(b) and (e) 'of this Contract will
terminate when all of the Authority's -Bonds issued in connection
with the -Pr oject, or any.Bonds issued.to refund same,,have been
paid and retired -and are no longer outstanding; and :it'is "agreed-
that the cessation of"such payments.or.charges is and will be a
reasonable --arrangement after such Bonds have been retired, because-
there
ecausethere will be'no expense or cost to the Author-ity in connection
with the Project and.the Bonds after such Bonds have been retired.
It is further understood and agreed that the Author -L. L. only
source offunds to ,pay, the -principal of and interest on its Bonds,
to "restore the. debt.' -,service reserve . fund .for its Bonds, and to pay
its expenses in connection with its Bonds and the Project, is.
from the payments to be .made by the City -to the Authority under'
this Contract.
.(b) That the City agrees to make the following pay-
ments to the Authority while any of the Authority's Bonds issued
in connection with the Project, or any.Bonds issued to refund.
same, are outstanding
I. Such amounts, payable semi-annually on or
before the 10th day preceding each interest
payment date on the Authority's Bonds, as are
necessary to pay (a). the -principal and/or in-
terest�coming due on the Authority's Bonds on
the next succeeding interest payment date, and
(b) a,fixed semi-annual charge of $300.00
to- cover,and reimburse the Authority for its
administrative and overhead,expcnses directly
.-attributable and chargeable -to its Bonds and
the Project.
2. Such amounts at such times as are specified in
the Authority's Bond Resolution to fund or re-
store the debt service reserve fund or any
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other ' fund created :and established for the bene=
fit of the Authority.'s Bonds'. It is contem-
plated that .any surplus investment earnings
from the debt service re�grve fund and.. any
other funds created.by the Bond-Resoltition.
will be used to .pay the ..p,ririci.pal of .and . inter-
est of the Bonds.., and. thus -'reduce the, amounts
payable by the City under 1 aIaove..
3. Such amounts, payable upon - receipt of .a state-
ment.therefor, as are necessary.to pay, or .:
reimburse the'Authority for,..any extraordinary
or unexpected expenses or:costs -reasonably and
necessarily in'curr'ed by the Authority in connec
tion with its Bonds -and the Project'(exclusive of
routine administrative expenses;.and costs)
such as. expenses of litigation,. if any, and
costs of.special studies, prbfessional.ser--
vices , ;arid all accounting,. reports , .,if and
when required.
(c) If, in addition to the,amount.initially issued, -
,the Authority.finds it necessary to issue -Bonds for the purpose..
of completing the Project to the extent contemplated by the
initial, Bonds and.the' Engineering Report, all of the amounts to
be paid to or retained by the Authori-ty under all Sections of this
Contract shall be .increased proportionately, and such amounts:
shall.at all times be. sufficient to pay the, principal of, acid
,interest on all ..such -Bonds, .and to: increase the debt service
-reservefund, and other funds, as and if required by the Bond
Resolution authorizing the additional Bonds. it is understood
and agreed that the only source of funds for the Authority'to ac
.quire and construct its part of the Project is from,the issuance
and sale of its Bonds.(including.additiorial Bonds) pursuant to
this Contract.
(d) The City represents and covenants that the use of
the facilities and services to be obtained pursuant to this Con-
tract are essential and necessary to the operation.of the. City
and its separate, sanitary,sewer.system;-and that all payments to
be made hereunder by it will constitutes reasonable and necessary'
"operating expenses" of the City's.sanitary sewer -system. It is
agreed and understood that the City has not -pledged the revenues
of its sanitary,sewer.system to the payment of any bonds or other.
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- obligat.ions ;. but that :if it should. do so in -the' future , the
aforesaid payments hereunder will'cons,titute, reasonable and
necessary "operating expenses" of the City's. Sanitary sewer sy.s
tem, within the meaning of Vernon.'s-Article•11-13, and the pro--. _
visions of all Ordinances authorizing,the.iss'uance of any sani
Lary' sewer system revenue bond issues o"f the' City o with `th'e.'
effect. that the City.'s obligation to make`'.payinents .fron. its
sanitary sewer system .reVenues`,undet' ,'this Contract shall have..
,
priority over its..oblig.ations to make payments of.the principal,
of and interest on any.and all of its sanitary sewer system revenue
bonds., " The -City agress to fix and collect such rates and charges.
for sanitary sewer services to be supplied by its. sanitary sewer
system as'will make possible the prompt payment of all expenses.,•
of operating and maintaining_ the: entire Prdject,and operating
and maintaining, the -City's entire sanitary.sewer.syste,m; includ—
ing all' payments, obligations, and indemnities contracted here=
under,,.and the prompt payment of.the ,principal of and, interest
on the City's bonds at any time payable from the'net revenues
of'its sanitary sewer system. The Authority shall never have
the right to'demand payment -of the amounts due hereunder from
funds raised or to be raised from taxation by the City.
(e) ,The City's payments under this Contract shall
be made pursuant to the authority granted.by Section 6 of
Vernon's Article 7621g and/or Section'25.030 of -the Texas Water
Code.
(f) Recogniaing-the fact•that the City urgently re-
quires the facilities and services covered by this Contract., and
that such facilities and services are necessary for -actual use
and for stand -by -purposes; and fur•ther.recognizing that the Au-
tority" iil1 'use'' tne'' payments received;:, from the City hereunder to
pay, secure, and finance the issuance of the Bp ds, itis hereby
agreed that if and when any Bonds are delivered, the City shall.
be obligated to make the payments required by'this Contract,
arrests g "restraint of governir�erit and people , c�,v'il di.sturbarices
explosions, breakage or accidents to machinery, pipelines' or
canals, or other causes 'not reasonably within the control of the`
party claiming such inability,. I is un' derstood and agreed- that ,
the settlement of strikes and "lockouts shall .be entirely within
the discretion of the party having the difficulty; and that -the
above requirement that. any Force Majeure. shall be remed'i'ed. •gait '
all reasonable'dispatch-shall not require the settlement of
.strikes and lockouts" by ;acceding .to the demands of .the oppo.sing,
party or parties when such settlement.is-unfavorable to.it in.the
judgment of'.the party having the difficulty. It is, specifically, "
excepted and provided, (however , tha.t in, no. event shall any' Force
Majeure relieve the City of its 'obligation to make payments to
the Authority as required under Section 7 of this. Contract
Section"14a INSURANCE. The City°agrees to.carry fire,
casualty, public liability, and other insurance -on the Project
and the entire sanitary sewer system.of the City for purposes
and in amounts which would ordinarily be carried by:a privately
owned utility company owning -and operating such facilities, ex
cept-that,the City shall not berequiredto carry "1"iabilty.in-
surance except to insure itself ,against risk of loss due to claims',
r. "
for which it can be liable under the Texas -Tort Claims Actor any
similar law or judicial decision. Such insurance will provide,
to the extent feasible and practicable.., for. the` restoration of
damaged or destroyed properties and e.q'uipment", ,"to minimize the
interruption of the services of such facilities
Section 15. REGULATORY BODIES° This Contract and
the Project shall be subject to all valid rules, regulations,.
and'laws applicable thereto passed or promulgated by the United
States'of America,.tlie State of,Texas, or any governmental body
or agency having lawful juri"sdiction or any authorized-repre-
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(1) that it wi11,tze its best efforts to sell and
deliver all of -its Project Bonds through commercial
municipal- bond marketing,-channels, with such: Project
Bonds to `be subject to'redemption prior to in'atur ty
on any date, at the option of the Authority; and
(2) that -as soon -as practicable after such ,d.e.- .
livery, the !Authority will'use...its best efforts -to
sell and deliver its refunding Bonds is -sued to, re
fund all of its outstanding Project Bonds directly
to the Texas Water Quality Board and the Texas Water
Development:Board as permitted -by Section 21.095 of
the Texas Water Code; and
(3) that.if..the Authority is -unable to sell all
or any part. of such refunding Bonds to., said' State
Agencies, it will use its best efforts to sell and
deliver all or, any remaining; part of such -refunding
i r
Bonds through commercial mun' ipal,bond marketing,
channels.
Section 18. CITY'S OPTION TO PORCEASE. If the Citv
does not request the Authority to sell its -Bonds to the Texas
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