Loading...
HomeMy WebLinkAbout06891 ORD - 04/24/1963EE:4-24 -63 •s r AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE, FOR AND ON BEHALF OF THE CITY, A CONTRACT OF SALE AND 1963,GAS.SALES AGREEMENT BETWEEN HOUSTON NATURAL GAS CORPORATION, CORPUS CHRISTI MUNICIPAL GAS CORPORATION AND THE CITY OF CORPUS CH_RISTI,,A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, COVERING THE SALE OF CERTAIN GAS DISTRIBUTION FACILITIES AND THE PURCHASE OF A GAS SUPPLY TO BE USED IN CONNECTION WITH SUCH FACILITIES; AND DECLARING AN EMERGENCY. WHEREAS, HOUSTON NATURAL GAS CORPORATION OWNS AND OPERATES CERTAIN GAS DISTRIBUTION FACILITIES USED IN PROVIDING GAS SERVICE TO CERTAIN CUSTOMERS LOCATED JUST OUTSIDE THE PRESENT CORPORATE LIMITS OF CORPUS CHRISTI, TEXAS, ALONG THE ROUTE OF CERTAIN OF HOUSTON NATURAL GAS CORPORATIONS GAS TRANSMISSION PIPE LINES; AND WHEREAS, HOUSTON NATURAL GAS CORPORATION DESIRES TO SELL TO CORPUS CHRISTI MUNICIPAL GAS CORPORATION AND CORPUS CHRISTI MUNICIPAL GAS CORPORATION DESIRES TO PURCHASE FROM HOUSTON NATURAL GAS CORPORATION SUCH GAS DISTRIBUTION FACILITIES DESCRIBED IN THE CONTRACT OF SALE AND 1963 GAS SALES AGREEMENT, AND TO PURCHASE GAS FROM HOUSTON NATURAL GAS CORPORATION FOR RESALE BY CORPUS CHRISTI MUNICIPAL GAS CORPORATION TO THE CUSTOMERS NOW AND HEREAFTER SERVED FROM SUCH FACILITIES, SUBJECT TO THE TERMS AND PROVISIONS OF THIS AGREEMENT: NOW THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: SECTION 1. THE CITY MANAGER BE, AND HE IS HEREBY AUTHORIZED TO EXECUTE, FOR AND ON BEHALF OF THE CITY, A CONTRACT OF SALE AND 1963 GAS SALES AGREEMENT BETWEEN HOUSTON NATURAL GAS CORPORATION, CORPUS CHRISTI MUNICIPAL GAS CORPORATION AND THE CITY OF CORPUS CHRISTI, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF, COVERING THE SALE OF CERTAIN GAS DISTRIBUTION FACILITIES AND THE PURCHASE OF A GAS SUPPLY TO BE USED IN CONNECTION WITH SUCH FACILITIES. SECTION Z. THE NECESSITY FOR IMMEDIATELY EXECUTING THE AFORESAID AGREEMENT FOR THE PURPOSES THEREIN STATED CREATES A PUBLIC EMERGENCY AND AN IMPERATIVE PUBLIC NECESSITY REQUIRING THE SUSPENSION OF THE CHARTER RULE THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE OF ITS INTRODUCTION AND THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE SEVERAL MEETINGS OF THE CITY COUNCIL, AND THE MAYOR HAVING DECLARED SUCH EMERGENCY AND NECESSITY TO EXIST) HAVING REQUESTED THE SUSPENSION OF SAID CHARTER RULE AND THAT THIS ORDINANCE BE PASSED FINALLY ON THE DATE OF ITS INTRODUCTION AND TAKE EFFECT AND BE IN FULL FORCE AND EFFECT FROM AND AFTER ITS PASSAGES IT IS ACCORDINGLY SO ORDAINED THIS THE DAY OF APRIL, 1963. ATTEST: � A R �e THE CITY OF CORPUS CHRISTI, TEXAS CIT SECRETARY APPROVED AS TO LEGAL FORM THIS THE 2ZST,HA _ DAY p OOF APRIL, 1963: �L GV Vw0 �' C—n 'I COW ATTORNEY CONTRACT OF SALE AND 1963 GAS SALES AGREEMENT THE STATE OF TEXAS } COUNTY OF NUECES )) This agreement, made and entered into by and between Houston Natural Gas Corporation, a corporation organized and existing under and by virtue of the laws of the State of Texas, with its principal offices in Houston, Harris County, Texas (hereinafter called "Seller "); Corpus Christi Municipal Gas Corporation, a non - profit corporation organized and existing under and by virtue of the laws of the State of Texas (here- inafter called "Buyer "); and the City of Corpus Christi, Texas, Nueces County, a municipal corporation (hereinafter sometimes called "City "). W I T N E S S E T H WHEREAS, Seiler owns and operates certain gas distri- bution facilities used in providing gas service to certain customers located gust outside the present corporate limits of Corpus Christi, Texas along the route of certain of Seller's gas transmission pipe lines; and WHEREAS, Seller desires to sell to Buyer and Buyer desires to purchase from Seller such gas distribution facili- ties hereinafter described, and to purchase gas from Seller for resale by Buyer to the customers now and hereafter served from such facilities, subject to the terms and provisions of this agreement. NOW, THEREFORE, for and in consideration of the mutual covenants herein contained, and other valuable consideration herein set forth, the parties hereto agree as follows: ARTICLE I. CONVEYANCE OF FACILITIES A, Seller hereby sells and conveys to Buyer the fol- !owing described rjropeoty,> all of which is presently situated Ci ,, of Corpuo Christi, Texas: 1. Those certain gas service lines of Seller (each of which extends from and receives gas at a certain tap on either Seller's Old Brownsville Road 12 -inch gas transmission pipe line, Seller's London Gin lateral 2 -inch transmission pipe line, or Seller's 12 -inch transmission pipe line along Highway 9) presently used by Seller to provide gas service to the customer lo- cations listed below, beginning, in each instance, at the point where such service line connects with the outlet or down- stream side of the tap valve or service tee on such gas transmission pipe line of Seller, and thence extending down- stream of such point, including any and all meters, regulators, pipes, valves and other allied equipment owned by Seller downstream of such point of connection and affixed to and connected with the line or lines running to and providing gas service to one or more of the follow- ing customer service locations: NAME J. Deal A. D. Clement T. K. Whitmire P. Baldwin J. C. Whitmire Dan McDonough Wayne Hendricks West Oso School TranD port Company of Texas J. London Coop. Gin Elevator Vacant (G. E. Jalufka Gin) Sparks & Forrester Oil Co. ADDRESS 9105 Old Brownsville Rd. 8801 Old Brownsville Rd. 8631 Old Brownsville Rd. 8527 Old Brownsville Rd. 8250 Old Brownsville Rd. 6910 Old Brownsville Rd. 6902 Old Brownsville Rd. Farm Road 665 902 Sharpsburg 5800 Shell Road Farm Road 763 2805 Farm Road 763 7337 F. M. Hwy 343 2. That certain 2 -inch distribution main presently used by Seller to deliver gas to the customer service locations listed below, beginning at the point where such 2 -inch main connects with the last outlet or downstream valve, flange or fitting of Seller's London Gin regulator station (located adjacent to Seller's Old Brownsville Road 12 -inch transmission pipe line, near the intersection of Old Brownsville Road and F. M. Highway 763) and extending downstream from such point along and north of Old Brownsville Road (but excluding and excepting any portion of Seller's London Gin lateral 2 -inch transmission pipe line which extends from the same regulator station and runs in a southerly direction parallel to said F. M. Highway 763), including any and all meters, regulators, pipes, valves and other allied equipment owned by Seller downstream of such point of connection and affixed to and con- nected with said main and the lines run- ning to and providing gas service to the following customer service locations: -2- • SELLER'S ACCOUNT NO. 1620- o200 -1 1620 - 0250 -1 1620-0380-4 1620 - 0420 -4 1620 - 0500 -1 1620 - 1145 -1 1620- 1150 -1 1620-9902_1 1620 - 0005 -1 1620 - 6700 -1 1620-9903-1 162o- 9907 -1 1620 - 9908 -1 -3- SELLER'S ADDRESS ACCOUNT NO. NAME J. Hernandez 7342 Old Brownsville Rd. 7342 Old Brownsville Rd. 1620- 1050 -1 1620 - 1051 -1 T. C. Rodriquez 733+ Old Brownsville Rd. 1620 - 1060 -1 J. J. Strokos A. R. Gonzales 7330 Old Brownsville Rd. 1620- 1065 -1 J. B. Gonzales 7322 Old Brownsville Rd. 7310 Old Brownsville Rd. 1620-1070 -1 1620- 1075 -5 Vacant E. C. Hoover 7242 Old Brownsville Rd. 7218 Old Brownsville Rd. 1620 - 1105 -2 1620- 1115 -1 S. Hernandez 7160 Old Brownsville Rd. 1620 - 1125 -1 R. Gomez 7154 Old Brownsville Rd. 1620 - 1130 -5 R. Carrea J. G. Lugo 7146 Old Brownsville Rd. 1620 - 1137 -1 1620 1140 -1 T. Padron 7106 Old Brownsville Rd. - 3. That certain 2 -inch distribution main presently used by Seller to deliver gas to the customer service locations listed below, beginning at the point where such 2 -inch main connects with the last outlet or downstream valve, flange or fitting of Seller's Cuddihy Field regu- lator station (located adjacent to Seller's Old Brownsville Road 12 -inch transmission pipe line) and extending downstream from such point, including any and all meters, regulators, pipes, valves and other allied equipment owned by Seller downstream of such point of connection and affixed to and con- nected with said main and the lines running to and providing gas service to the follow- ing customer service locations: SELLER'S NAME ADDRESS ACCOUNT NO. F. J. Humplik 7714 Old Brownsville Rd. 1620- 0900 -1 Coastal States 7605 Old Brownsville Rd. 1620 - 0905 -1 Universal Coating 601 Cuddihy Field 604 Cuddihy Field 1620- 1995 -1 1620 - 2000 -2 Coastal States Aviation Coastal Bend Habil. Assn. 617 Cuddihy Field 1620 - 2060 -1 Coastal Bend Habil. Assn. Cuddihy Field 1620- 2062 -1 1620 2160 Coastal States Coastal States Aviation 652 Cuddihy Field Aviation 653 Cuddihy Field - -1 1620 - 2170 -1 Coastal Bend 673 Cuddihy Field 683 1620 - 2300 -2 1620 - 2325 -1 Coastal Bend Coastal States Cuddihy Field Aviation 7621 Old Browmsville Rd. 1620 - 0915 -2 Coastal States Aviation Cuddihy Field 1620 - 2150 -1 1620- 2140 Cabaniss Areo Parts Cuddihy Field -1 4. Any and all easements, surface leases, rights -of -way, licenses and per- mits owned by Seller and which are assign- able, which are used exclusively in the operation of the property conveyed to Buyer under subparagraphs 1 through 3, above. -3- 'A U � e CORPUS CHRISTI, TEXAS oc `7'DAY OF 1 , l9-�--f 7- TO THE MEMBERS OF THE CITY COUNCIL CORPUS CHRISTI, TEXAS FOR THE REASONS SET FORTH IN THE EMERGENCY CLAUSE OF THE FORE- GOING ORDINANCE, A PUBLIC EMERGENCY AND IMPERATIVE NECESSITY EXIST FOR THE SUSPENSION OF THE CHARTER RULE OR REQUIREMENT THAT NO ORDINANCE OR RESOLUTION SHALL BE PASSED FINALLY ON THE DATE IT IS INTRODUCED, AND THAT SUCH ORDINANCE OR RESOLUTION SHALL BE READ AT THREE MEETINGS OF THE CITY COUNCIL; 1, THEREFORE, HEREBY REQUEST THAT YOU SUSPEND SAID CHARTER RULE OR REQUIREMENT AND PASS THIS ORDINANCE FINALLY ON THE DATE IT IS,INTRO- DUCED, OR AT THE PRESENT MEETING OF THE CITY COUNCIL. RESPECTFULLY, f THE CITY OF CORPUS CHRISTI, TEXAS. THE CHARTER RULE WAS SUSPENDED BY THE FOLLOWING VOTE: JAMES L. BARNARD v JAMES H. YOUNG f JACK R. BLACKMON JOSE R. DELEON M. P. MALDONADO W. J. ROBERTS W. H. WALLACE, JR. ; THE ABOVE ORDINANCE WAS PASSED BY THE FOLLOW! O VOTE: JAMES L. BARNARD ` JAMES H. YOUNG JACK R. BLACKMON JOSE R. DELEON M. P. MALDONADO Ic W. J. ROBERTS W. H. WALLACE, JR. B. The sale and conveyance to Layer under Paragraph A, above, is hereby made as is and where is, provided, how- ever, that Seller binds itself and its successors and legal representatives to warrant and forever defend the title to same unto Buyer, its successors and assigns, against the law- ful claims of all persons whomsoever claiming or to claim the same or any part thereof, by, through or under Seller, but not otherwise. It is expressly understood that no por- tion of any gas transmission pipe line of Seller is included In this sale and conveyance. On or shortly after the effec- tive date of this sale, as hereinafter provided, Seller shall furnish Buyer an executed and acknowledged Conveyance and Bill of Sale, dated as of such effective date, in recordable form. At the present time, certain of the properties of Seller conveyed to Buyer under this Contract of Sale are sub- ject to a lien securing indebtedness of Seller, but Seller guarantees that such release will be obtained promptly after the said Conveyance and Bill of Sale is filed for record and delivered to Buyer. C. The consideration for the sale and conveyance to Buyer under Paragraph A, above, shall be computed at the rate of Eighty -five and 86/100 dollars ($85.86) for each of the thirty -eight (38) accounts listed under said Paragraph A, provided, however, that Buyer shall be credited with nine (9) accounts as an offset (by reason of the prior inclusion in inventory of two of the accounts listed above, together with seven other accounts outside the corporate limits of Corpus Christi which have not been and are not herein con- veyed to Buyer but remain Seller's accounts), thus resulting in a total consideration payable to Seller for said sale and conveyance to Buyer of Two thousand four hundred eighty -nine and 94/100 Dollars ($2,489,94), which amount shall be payable In cash to Seller (after making the adjustments provided in .• i Article II, below) upon delivery of the recordable Bill of Sale and Conveyance referred to in Paragraph B, above. D. Seller hereby assigns and transfers to Buyer the following items: 1. Any and all customer contracts of Seller with the customers listed in Paragraph A, above, without recourse on Seller. 2. All of accounts receiv- able from such Customers listed A, above, including any appliance Purchase accounts receivable. All such accounts receivable which are not over ninety days delinquent and from persons Who are being provided gas service either by Buyer or by the City, shall be without recourse on Seller. All other accounts receivable are with recourse, but Buyer agrees to use due diligence to collect the same. E. From and after the effective date hereof, Buyer shall assume and perform all obligations of Seller with re- spect to all security deposits held by Seller from the cus- tomers listed under Paragraph A, above. F. Seller shall continue to be responsible for any refund obligation to any of the customers listed in Paragraph A, above, by reason of any advance to Seller in aid of con- struction. ARTICLE II. EFFECTIVE DATE A. On or about April 24, 1963 (or such other date as may be mutually agreed to by the parties), Seller'-s repre- sentative shall read all meters for the customers listed in Article I (accompanied by Buyerls representative if desired by Buyer), and immediately upon the reading of such meters, Buyer will "take- over" the operation and ownership of the properties and accounts conveyed to Buyer under Article I above. The date of such meter reading shall be the effective date of this sale and conveyance. B. Shortly after such effective date, Seller shall deliver to Buyer the Conveyance and Bill of Sale referred to -5- e � a In Paragraph B of Article I. a list of Seller's accounts re- ceivable and assignable customer contracts herein assigned to Buyer under Paragraph D of Article I, all dated as of such effective date, together with a list of security deposits referred to in Paragraph E of Article I, and upon receipt thereof, Buyer shall pay Seller in cash an amount equal to the total consideration ($2,489,94) adjusted by (i) increas- ing it by the amount of Seller's accounts receivable assigned to Buyer (including those resulting from the meter reading or sums effective date), and (11) decreasing it by the amount of security deposit obligations assumed by Buyer. C. Representatives of Buyer are familiar with the properties herein being conveyed to Buyer, and upon and after the effective date, the books, records and accounts of Seller pertinent to the sale of gas to the customers listed in Article I hereof shall be delivered to Buyer. ARTICLE III. 1963 GAS SALES AGREEMENT A. Subject to the terms, conditions and limitations hereinafter provided, Seller hereby agrees to sell and deliver to Buyer, and Buyer agrees to purchase and receive from Seller, at the points of delivery hereinafter designated, the quanti- ties of natural gas required by Buyer for resale to consumers now and hereafter provided with gas service from the facili- ties sold and conveyed to Buyer under Article I hereof and any additions to or extensions of such facilities receiving gas therefrom to the extent hereinafter provided. B. The following shall constitute the points of delivery for all gas sold and delivered to Buyer hereunder: 1. Each existing point of connection (between the line transferred to Buyer and Seller's facilities), as described in sub- paragraphs 1, 2 and 3 of Article I hereof, shall be a point of delivery for gas sold hereunder; provided, however, that Seller may, at its option and at its cost and expense, install measure- ment facilities at any of such points and if such measurement facilities are installed, -6- the point of delivery shall then be the outlet or downstream side of Seller's last valve, flange or fitting of Seller's meter. 2. It is understood and agreed that Buyer may add additional consumers to, and make additions to and extensions from, the facilities sold and conveyed to Buyer under Article I hereof, all without any arrange- ment with or approval by Seller so long as the same does not require any modification of Seller's equipment at such existing point of delivery. Any such addition or change by Buyer which will require any modification of Seller's equipment at an existing point of delivery, shall be made by Buyer only by special arrangement with Seller, and any modification in such equip- ment of Seller shall be at the cost and expense of Buyer. No additional tap in any pipe line of Seller shall be made ex- cept by mutual agreement of Seller and Buyer, and shall be made by Seller at Buyer's cost and expense. Any such addi- tional tap so made shall be a new and and additional point of delivery hereunder. 3. Unless and until Seller exercises its option to install measurement facili- ties at any delivery point hereunder, as provided in subparagraph 1 above, the vol- ume of gas sold and delivered to Buyer hereunder at each point of delivery shall be the total of the monthly meter readings by Buyer of the customers being served by gas delivered to Buyer at such point of delivery. C. For the purposes hereinafter set forth, reference is made to the following contracts, the provisions of which are familiar to all of the parties hereto: 1. Seller and Buyer have heretofore entered into a contract dated December 28, 1962 for the sale by Seller and the pur- chase by Buyer of the natural gas require- ments of Buyer's distribution system (conveyed to Buyer by Seller on December 28, 1962), and said contract as amended by amendment approved February 13, 196? is hereinafter called "the 1962 Contract'. 2. Seller and City have heretofore entered into a contract dated November 15, 1960 for the sale by Seller and the purchase by City of the natural gas requirements of the City's distribution system, and said contract as amended by two amendments dated February 1, 1961 and November 28, 1962, respectively is hereinafter called "the 1961 Contract/. -7- D. MEASUREMENT AND METERING EQUIPMENT - Buyer and Seller hereby adopt and make a part hereof all of Articles III and •IV of the 1961 Contract which are applicable there- under on and after the effective date of this 1963 Gas Sales Agreement, sixb,ject to the following conditions and exceptions: 1. Seller shall have no obligation to install metering equipment, recording thermometer, or recording gravitometer at any delivery point, but may at its elec- tion install any of same at any such point. 2. Unless Seller elects to install any such equipment as described under 1 above, the gas shall be delivered to Buyer at such pressures and temperatures as may exist at any such point of delivery, and flowing temperature shall be assumed to be 600 Fahrenheit and gravity shall be as- sumed to be .6 unless and until equipment is installed to measure the same. E. QUALITY AND ODORIZATION OF GAS - Buyer and Seller hereby adopt and make a part hereof Articles V and VI of the 1961 Contract, except that Seller shall have no obligation to install or maintain any calorimeter and the BTU content of the gas shall be assumed to be the same as that used un- der the 1962 Contract, or if such 1962 Contract terminates, then the parties shall use the average BTU heating value re- ported by Seller's gas measurement department during any such billing period for Seller's gas at or in the vicinity of the points of delivery hereunder. F. LIABILITY OF PARTIES AND GOVERNMENT REGULATIONS AND FORCE MAJEURE - Buyer and Seller hereby adopt and make a part hereof Articles IX and X of the 1961 Contract. G. ASSIGNABILITY OF CONTRACT AND GIVING OF NOTICE - Buyer and Seller hereby adopt and make a part hereof Articles XIII and XIV of the 1961 Contract. H. PRICE AND BILLINGS - The price to be paid by Buyer to Seller for all gas delivered hereunder during any monthly billing period shall be the identical price payable under the 1962 Contract, and Buyer and Seller hereby adopt and I" make a part hereby Article '11 of the 39u2 Contracr., subject to the following: I. If the 1962 Contract terminates or is cancelled, regardless of how the same occurs, and Seller is selling natural gas to Buyer (or if not Buyer, then the City) for resale inside the city limits of Corpus Christi, Texas under any other contract between the parties, then the identical price payable under such other contract, 2. If at any time hereof, no sale de during scribedabove tIn this Paragraph H is being made, then the price to be negotiated by the parties at such time shall thereafter apply, and until such agreement is reached Buyer shall continue to make payment to Seller at the last price paid under the above pro- visions of this Paragraph H until agree- ment is reached or until termination of this 1963 Gas Sales Agreement under Paragraph K hereof. I. TAXES - Buyer and Seller hereby adopt and make a part hereof Article VII of the 1962 Contract. J. DEFAULTS AND REMEDIES - Buyer and Seller hereby adopt and made a part hereof Article IX of the 1962 Contract. K. TERM - Subject to the provisions hereof relating to termination and cancellation, this 1963 Gas Sales Agreement shall be for a term commencing on the date of first deliveries hereunder and ending on the date of termination or cancelia- tion of the 1962 Contract, subject to the following: 1. If at any time hereafter any portlon Of any transmission pipe line of Seller de- livering gas to any of the points of delivery herein described is hereafter sold to either Buyer or the City, whether under an existing agreement or otherwise, this 1963 Gas Sales Agreement shall thereupon immediately termi- nate as to any and all such points of de- livery. 2. If after termination or cancella- tion of the 1962 Contract gas is still being delivered to Buyer hereunder at any point or points of delivery from a transmission pipe line or pipe lines of Seller, then this 1963 Gas Sales Agreement shall, con- tinue to apply to each such point of de- livery until the first of the following events occurs: • s • (a) 13111rPn and Seller are unable to agree as to the price to be pain iucn gas within one year after the provisions of subparagraph 2 of Paragraph H become ap- plicable. (b) Buyer's facilities (being served with gas from any such delivery point are con- nected with any other facilities of Buyer or the City receiving gas from any third party supplier. (c) The expiration of ten (10) years from the date of termination or cancellation of the 1962 Contract. L. MISCELLANEOUS AND NO USE OF TAX FUNDS - Buyer and Seller hereby adopt and make a part hereof Articles XII and XIII of the 1962 Contract. M. With reference to the volumes of gas sold to Buyer hereunder and measured by Buyer's monthly meter readings, as provided in subparagraph 3 of Paragraph C hereof, Buyer agrees to promptly furnish such readings to Seller and Seller shall render a statement to Buyer within ten (10) days fol- lowing receipt of such meter readings and Buyer shall make payment to Seller therefor as provided in Paragraph D above. ARTICLE IV. PRIOR CONTRACTS NOT AMENDED Nothing contained In this Contract of Sale and 1963 Gas Sales Agreement shall alter or amend any prior agreement or contract of Seller with either or both of the other parties hereto, and any mention made herein of any such agreement or contract is solely for the purpose of reference. EXECUTED as of the day of 1963 in multiple originals. ATTEST: HOUSTON NATURAL GAS CORPORATION By ��, ✓�e.�.E� Assistant ecre ary tson n s A! $ for Vice President CORPUS CHRISTI MUNICIPAL, ATTEST: GAS CORPORATION By resit en -10- i CITY OF CORPUS CHRISTI ATTEST: i By City Secretary 1 y Manager i I APPROVED AS TO LEGAL FORM THIS DAY OF 19 city AttorTey rec or o nance -11-