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Ord. 0553 06-27-88ORDINANCE NO. 553 AN ORDINANCE OF THE CITY OF PEARLAND, TEXAS, AUTHORIZING ENTRY INTO AND EXECUTION OF REGIONAL SERVICE AGREEMENT BETWEEN THE CITY OF PEARLAND AND BRAZOS BEND WATER AUTHORITY FOR PARTICIPATION IN PHASEONE GRANT CONTRACT DEALING WITH RESEARCH AND PLANNING FOR REGIONAL WATER SUPPLY AND WASTEWATER COLLECTION AND TREATMENT FACILITIES; AND DECLARING THE EXISTENCE OF AN EMERGENCY WHEREAS, on March 7, 1988, the City of Pearland, Texas, unanimously voted by minute order to participate in Brazos Bend Water Authority grant request; WHEREAS, the City of Pearland is required to enter into a Regional Service Agreement as a condition of such participation; and WHEREAS, the City of Pearland is confronted with an emergency situation relative to non self-imposed deadlines for execution of contracts and issuance of bonds; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF PEARLAND, TEXAS: Section 1: The City Council of the City of Pearland, Texas, finds that the meeting of June 27, 1988, on which agenda appears items related to the above -captioned, is legally called, posted and held under requirements of the Texas Open Meetings Act. Section 2.• The City Council of the City of Pearland, Texas, finds that an emergency exists necessitating passage of such ordinance upon one reading because deadlines for execution of Phase One Grant Contract with the Texas Water Development Board and issuance of bonds cannot be timely complied with unless the Regional Service Agreement contract is immediately executed; finds that failure to timely comply places loan procurement, grant approval and procedure of Pearland's involvement in the project in actual jeopardy; and finds that the public's property interest is affected. Section 3: The City Council of the City of Pearland, Texas, hereby affirmatively declares the existence of an emergency requiring passage of such ordinance on one reading. Section 4: The City Council of the City of Pearland, Texas, hereby authorizes the Mayor to sign the Regional Service Agreement attached hereto, and hereby authorizes the City Secretary to attest such signature. Section 5: The City Council of the City of Pearland, Texas, hereby authorizes release of copies of this ordinance and any related documents or instruments to Brazos Bend Water Authority and Texas Water Development Board. PASSED and APPROVED on first and only required reading pursuant to Section 3.10 of the City Charter on this the 02 7 day of _✓ a _, 1988. ATTEST: RAY RR SE, City Secretary City of Pearland, Texas 2 /2 TOM REID, Mayor City of Pearland, Texas REGIONAL SERVICE AGREEMENT This Regional Service Agreement (the "Agreement"), entered into as of the day of , 1988, by and between Brazos Bend Water Authority (the "Authority"), a political subdivision of the State of Texas created pursuant to Article XVI, Section 59 of the Texas Constitution and H.B. 2207, Acts of the 69th Legislature of Texas, Regular Session, 1985 (the "Act"), and the City of Pearland, Texas (the "City"), a body politic and corporate and a municipality operating under the Texas Local Government Code, as amended, WITNESSETH: Whereas, the Authority is authorized by the Act to plan and construct or acquire works and facilities for the treatment and distribution of surface water and the collec- tion and treatment of wastewater; and Whereas, the Authority proposes to begin research and planning for, and to construct or acquire, regional water supply and regional wastewater collection and treatment facilities (the "Project"); and Whereas, the City desires to participate in such planning and to acquire an interest in the Project; and Whereas, the Authority and the City are authorized to enter into this Agreement by Section 402.014, Texas Local Government Code, as amended; Therefore, for and in consideration of the mutual agreements, promises and undertakings set out in this Agreement, the Authority and the City hereby agree as follows: ARTICLE 1 DEFINITIONS AND INTERPRETATION Section 1.1. Definitions. As used in this Agreement, the following terms shall have the following meanings: "Act" means Section 402.014, Texas Local Government Code, as amended. "Agreement" means this Agreement. "Authority" means Brazos Bend Water Authority. "Board" means the Authority's Board of Directors. "City" means the City of Pearland, Texas, and, where ap- propriate, the City Council of the City. "Debt Service", when used in connection with a particu- lar bond issue, means all sums of money required to be paid to the owners of such bonds or into funds for such payment created under the resolution of the Authority authorizing the issuance of such bonds, plus all fees and charges of banks of payment for such bonds. "Engineers" means Lockwood, Andrews & Newnam, Inc. and Walsh Engineering, Inc., or such other consulting engineers as may be employed by the Authority from time to time. "Maintenance and Operating Charges" means the payments to be made by Participants after completion of the Project to pay the costs of maintaining and operating the Project. "Participants" means the City and the cities of Missouri City, Manvel and Brookside Village. "Phase One" means the initial phase of the Project, which consists of the research and planning necessary to determine the scope of the Project and to develop a master plan, including proposed capital improvements, cost esti- mates, and financing plan for the Project. "Phase One Bonds" means the revenue bonds of the Authority to be issued to pay a portion of the costs of Phase One. "Phase One Grant" means the grant of funds from the State of Texas to pay a portion of the costs of Phase One, which grant was approved by the Texas Water Development Board on January 21, 1988. "Phase One Grant Contract" means the agreement between the Authority and the Texas Water Development Board which provides for the disbursement of Phase One Grant money. -2- "Phase Two" means the second phase of the Project, which consists of the detailed engineering for and the construction of the Project. "Phase Two Bonds" means the revenue bonds of the Authority to be issued to pay all or part of the costs of Phase Two. "Project" means the regional facilities, which may include both water supply and wastewater conveyance and treatment facilities, to be constructed or acquired by the Authority for the benefit of and conveyed to the Participants pursuant to this Agreement. "Project Agreements" means this Agreement and similar agreements of even date herewith between the Authority and Participants other than the City. "Supplemental Agreements" means the supplemental agreements to be entered into between the Authority and the Participants for the purpose of providing in detail the terms and conditions for the implementation of Phase Two and the issuance of Phase Two Bonds. Section 1.2. Interpretation. Except where the context otherwise requires, singular words used herein shall include the plural, and vice versa. Reference to any document means that document as amended or supplemented from time to time, and reference to any entity includes its successors and assigns. This Agreement shall be liberally construed to effectuate its purpose. ARTICLE 2 THE PROJECT Section 2.1. General. The Authority proposes to construct or acquire the Project in phases, and to pay the cost of Phase One with the proceeds of the Phase One Bonds and the Phase One Grant. The Phase One Bonds will be secured by and payable from a pledge of the payments to be made by the Participants under the Project Agreements. Each Par- ticipant's share of the Debt Service on the Phase One Bonds is set out in Exhibit A. Section 2.2. Contracts. Contemporaneously with the execution of this Agreement, the Authority is entering into -3- the Phase One Grant Contract and agreements similar hereto with the other Participants. The City has been furnished copies of and hereby approves the Phase One Grant Contract and such agreements with other Participants. As soon as practicable after execution by the Authority of the Project Agreements, the Authority will use its best efforts to authorize, sell and deliver the Phase One Bonds on the terms and subject to the conditions set out in Article 3 of this Agreement, and proceed with Phase One. ARTICLE 3 FINANCING Section 3.1. Texas Water Development Board. The Authority proposes to offer the Phase One Bonds for sale to the Texas Water Development Board ("TWDB") as two series of bonds, in the aggregate principal amount of $290,000, in the principal amounts, and bearing interest at the rates set forth in Exhibit B. It is understood and agreed, however, that the Authority shall have no obligation to issue the Phase One Bonds unless (A) All Participants have executed Project Agreements, and (B) All necessary approvals, permits, or licenses have been received from all governmental entities having jurisdiction. Section 3.2. TWDB Approval. On April 21, 1988, the TWDB agreed to buy the Phase One Bonds on the terms set out in Exhibit B. Section 3.3. Phase Two. The Authority proposes to finance Phase Two of the Project through the issuance of the Phase Two Bonds, the principal amount of which will be determined after the completion of Phase One, and any other sources reasonably available for such purpose, including state or federal grants and capital contributions from Participants or others. As soon as practicable after the completion of Phase One, the Authority will furnish to each Participant (a) A copy of the master plan for the Project; -4- (b) Cost estimates for Phase Two; (c) A proposed plan of financing for Phase Two; and (d) A proposed Supplemental Agreement. The City will be given a reasonable period of time and reasonable opportunity to present its views with regard to Phase Two and the proposed Supplemental Agreement to rep- resentatives of the Authority, and to discuss the Authority's proposals for Phase Two with other Participants. As soon as practicable after the Authority has received comments with regard to Phase Two from the Participants, the Authority will request each Participant to approve and execute a Supplemen- tal Agreement as it may have been revised or amended. If the City and the Authority do not enter into a Supplemental Agreement, the City shall have no obligation to pay any portion of the costs of Phase Two and shall have no ownership or other interest in the facilities constructed or acquired by the Authority as a part of Phase Two. Notwithstanding the preceding sentence, -however, the City's obligation to make the payments for the Phase One Bonds provided for in this Agreement shall remain in full force and effect until such obligation has been discharged by payment in full in the manner set out in Article 5 of this Agreement. If any Participant does not enter into a Supplemental Agreement with the Authority, the Authority will furnish to each Participant who has entered into a Supplemental Agreement revised copies of the master plan for the Project, the cost estimates for financing Phase Two, the proposed plan of financing for Phase Two, and the proposed Supplemental Agreement. Each Participant will have an opportunity to review such revisions, and the Phase Two Bonds will not be issued until revised Supplemental Agreements are executed by those Participants who desire to go forward with Phase Two. If the City and the Authority enter into a Supplemental Agreement, and any other Participant does not enter into such an agreement with the Authority, the ownership interest and cost sharing obligations, with respect to Phase Two, of all Participants who do not enter into such agreements shall be allocated between those Participants having Supplemental Agreements. -5- ARTICLE 4 OWNERSHIP AND OPERATION Section 4.1. General. As provided in the Act, the Authority intends to acquire the Project for the benefit of and convey the Project to the Participants. The Project, when completed, shall be maintained and operated by the Authority, and the terms and conditions of such operation and maintenance shall be set out in the Supplemental Agreements. Section 4.2. Undivided Interest. The City shall own an undivided interest in the Project, along with the other Participants, which interest shall initially be in the percentage set forth opposite the City's name on Exhibit A. The City shall assume its undivided ownership interest at such time as all debt incurred by the Authority for acquisi- tion, construction, improvement or extension of the Project is paid in full, and the actual undivided interest of the City shall be equal to that portion of the costs of Phase Two paid by the City, as set out in the Supplemental Agreement to be entered into by the City and the Authority. Section 4.3. Conveyance. At such time as all debt incurred by the Authority for acquisition, construction, improvement, or extension of the Project is paid in full, the Authority will execute an instrument or instruments conveying to the City its undivided interest in the Project. ARTICLE 5 PAYMENTS BY THE -CITY Section 5.1. Phase One. In consideration of the services rendered by the Authority in connection with Phase One, the City shall pay to the Authority an amount equal to the City's proportionate share of the Debt Service on the Phase One Bonds. The City's proportionate share of such payments shall be an amount determined by multiplying the Debt Service on the Phase One Bonds times the percentage set forth opposite the City's name on Exhibit A. Section 5.2. Payment in Installments. The amounts to be paid by the City to the Authority for Phase One shall be payable in periodic installments as follows: Fifteen days prior to each interest and/or principal payment date for the Phase One Bonds, as set out in the -6- resolution of the Authority authorizing the issuance of the Phase One Bonds, the City shall pay to the Authority an amount equal to the City's proportionate share of the Debt Service coming due on such principal and/or interest payment date on the Phase One Bonds. Section 5.3. Sources of Payment. All payments which the City is obligated to make to the Authority under this Agreement shall be payable from the proceeds of a continuing direct annual ad valorem tax on all taxable property in the City, sufficient to make such payments in each year, respec- tively, during the term of this Agreement, full allowance being made for delinquencies and costs of collection, and such tax shall each year be levied, assessed and collected at the same time other City taxes are levied and collected. The City's obligation to levy such tax and to make the payments herein provided shall inure to the benefit of the owners of the Phase One Bonds, who shall have the right to enforce specific performance of the City's obligation to levy such tax and make such payments. If necessary to make the first payment due hereunder, the City covenants and agrees to appropriate from current funds on hand and available for that purpose an amount sufficient for such payment. Section 5.4. Unconditional Obligation. The City and the Authority recognize that the Phase One Bonds are to be payable from and secured solely by a pledge of the payments to be received by the Authority under this Agreement and similar agreements with the other Participants, and that it is in the best interest of the City and the Authority that such payments be, and they hereby are, made unconditional under any and all circumstances. Any other provision of this Agreement to the contrary notwithstanding, from and after the date of delivery of the Phase One Bonds to the purchaser or purchasers of such bonds, this Agreement shall not be subject to cancellation, recision or termination by either party for any reason while the Phase One Bonds are outstanding. Section 5.5. Phase Two. Payments by the City to the Authority for Phase Two shall be as set forth in the Supple- mental Agreement to be entered into between the City and the Authority. -7- ARTICLE SIX TERM AND TERMINATION Section 6.1. Term. This Agreement shall be in full force and effect from its date until the Phase One Bonds have been paid in full or due provision made for such payment in accordance with law. EXECUTED as of the date first above written. ATTEST: (SEAL) ATTEST: (SEAL) Secretary Cit}f' Secretary BRAZOS BEND WATER AUTHORITY By President, Board of Directors CITY OF PEARLAND,XAS By -8- Mayor EXHIBIT A City of Missouri City 49% City of Pearland 41% City of Manvel 9% City of Brookside Village 1% EXHIBIT B BRAZOS BEND WATER AUTHORITY WATER AND WASTEWATER CONTRACT REVENUE BONDS SERIES 1988-A March March March March March DATE 1, 1, 1, 1, 1, 1989 1990 1991 1992 1993 TOTAL: $145,000 WATER DATE AMOUNT MATURING $ 25,000 30,000 30,000 30,000 30.000 INTEREST RATE 6.20% 6.20% 6.40% 6.60% 6.80% TRUE INTEREST COST: 6.5421750% BRAZOS BEND WATER AUTHORITY AND WASTEWATER CONTRACT REVENUE BONDS SERIES 1988-B March 1, 1989 March 1, 1990 March 1, 1991 March 1, 1992 March 1, 1993 AMOUNT MATURING $ 25,000 30,000 30,000 30,000 30 000 INTEREST RATE 7.20% 7.20% 7.20% 7.20% 7.20% TOTAL: $145,000 TRUE INTEREST COST: 7.20%