Resolution - Amended and Reinstate Water Supply Agreement•
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER
AUTHORITY AUTHORIZING AND DIRECTING THE PRESIDENT TO EXECUTE AND
THE ASSISTANT SECRETARY TO ATTEST TO A CONTRACT AMENDMENT TO THE
AMENDED AND RESTATED WATER SUPPLY AGREEMENT WITH THE CITY OF
BAYTOWN TO EXTEND THE TERM OF THE CONTRACT AND INCREASE THE
CONTRACT QUANTITY; AUTHORIZING PAYMENT THEREOF; MAKING OTHER
PROVISIONS RELATED THERETO; AND PROVIDING FOR THE EFFECTIVE DATE
THEREOF.
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BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE BAYTOWN AREA WATER
AUTHORITY:
Section 1: That the Board of Directors of the Baytown Area Water Authority hereby authorizes
the President to execute and the Assistant Secretary to attest to a Contract Amendment to the Amended and
Restated Water Supply Agreement with the City of Baytown to extend the term of the contract and increase
the contract quantity. A copy of said amendment is attached hereto, marked Exhibit "A," and made a part
hereof for all intents and purposes.
Section 2: This resolution shall take effect immediately from and after its passage by the Board of
Directors of the Baytown Area Water Authority.
INTRODUCED, READ and PASSED, by the affirmative vote of the Board of Directors of the
Baytown Area Water Authority this the 20th day of October, 2004.
ATTEST:
1
GXRY «V. SMITH, Assistant Secretary
APPROVED AS TO FORM:
`14ACIO RAMIREZI
., General Counsel
ROBERT L. GILLETTE,
, Presi ent
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CONTRACT AMENDMENT
STATE OF TEXAS
COUNTY OF HARRIS
This CONTRACT AMENDMENT ("the Amendment") is made and entered into by and
between the Baytown Area Water Authority, a governmental entity and body politic and corporate, which
is situated and has its principal office at Baytown, Harris County, Texas ("BAWA") and the City of
Baytown, Texas a municipal corporation and home -rule city, which is principally situated and has its City
Hall in Harris County, Texas ("City").
WITNESSETH
WHEREAS, the City and the BAWA entered into a Water Supply Contract — Treated Water
dated January 31, 1977; and
WHEREAS, thereafter on November 6, 1997, such agreement was amended and restated (the
"Amended and Restated Water Supply Contract") in order to extend the term of the agreement and to
incorporate all amendments and supplements; and
WHEREAS, on , 2004, BAWA amended its Water Supply Contract with the
City of Houston to extend the term of the contract and increase the contract quantity; and
WHEREAS, the City and BAWA desire to amend the Amended and Restated Water Supply
Contract to likewise extend the term of the contract and increase the contract quantity;
NOW, THEREFORE, for and in consideration of the premises and mutual covenants and
agreements herein contained, the parties hereby agree as follows:
I.
The definition of "BAWA Contract" contained in Section 1.012 of the Amended and Restated
Water Supply Contract between BAWA and the City of Baytown is amended to include the Contract
Amendment dated , 2004, which is attached hereto as Exhibit "A" and incorporated herein
for all intent and purposes.
II.
Section 2.1 of the Amended and Restated Water Supply Contract is amended by increasing the
Contract Quantity (as defined therein) to 14.22 million gallons per day.
Article VIII of the Amended and Restated Water Supply Contract is amended by extending the
termination date to December 31, 2040.
EXHIBIT
Contract Amendment, Page 1
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IV.
This Amendment shall become effective upon the effective date of the amended BAWA Contract
as defined herein.
V.
The Amended and Restated Water Supply Contract between the parties hereto and this
Amendment are the entire agreement of the parties. In the event of any conflict between a provision of
the Amended and Restated Water Supply Contract and this Amendment, the provision of this Amendment
shall control.
IN WITNESS WHEREOF, the parties hereto have signed this Amendment in multiple copies
each of which shall be deemed to be an original, but all of which shall constitute but one and the same
contract, as of the date of the amendment to the BAWA Contract specified above.
BAYTOWN AREA WATER AUTHORITY CITY OF BAYTOWN, TEXAS
BAYTOWN, HARRIS COUNTY, TEXAS ("City")
("BAWA")
ROBERT L. GILLETTE, President
ATTEST:
GARY SMITH, Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., General Counsel
CALVIN MUNDINGER, Mayor
ATTEST:
GARY SMITH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
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Contract Amendment, Page 2
CONTRACT AMENDMENT
This CONTRACT AMENDMENT ("the Amendment") is made and entered
into by and between the City of Houston, Texas a municipal corporation and home -rule
City, which is principally situated and has its City Hall in Harris County, Texas ("City"),
and the Baytown Area Water Authority, a governmental entity and body politic and
corporate, which is situated and has its principal office at Baytown, Harris County, Texas
("Authority").
WITNESSETH
WHEREAS, the City and the Authority entered into the Water Supply Contract
on or about October 24, 1994; and
WHEREAS, the Authority desires to extend the term of the Contract and increase
the Contract Quantity; and
WHEREAS, the City is agreeable to these changes;
NOW, THEREFORE, for and in consideration of the premises and mutual
covenants and agreements herein contained, the parties hereby agree as follows:
I.
Section 2.1 of the Water Supply Contract is amended by increasing the Contract
Quantity (as defined therein) to 15.8 million gallons per day.
II.
Article VIII of the Water Supply Contract is amended by extending the
termination date to December 31, 2040.
EX-HIBIT y
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The Director of Public Works and Engineering ("Director") is authorized to
reduce the Contract Quantity upon 30 days' notice to the Authority as follows:
If the Authority has failed to take at least 25% of the Contract Quantity for
each of 18 consecutive months, the Director may decrease the Contract
Quantity to the average monthly consumption by the Authority during the
latest 18 month period. In calculating the 18 month period, the Director
shall disregard any month where a force majeure prevented the Authority
from taking at least 25% of the Contract Quantity.
IV.
The Water Supply Contract and this Amendment are the entire agreement of the
parties. In the event of any conflict between a provision of the Water Supply Contract
and this Amendment, the provision of this Amendment shall control.
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IN WITNESS WHEREOF, the parties hereto have signed this Amendment in
multiple copies each of which shall be deemed to be an original, but all of which shall
constitute but one and the same contract, as of the date of countersignature.
BAYTOWN AREA WATER AUTHORITY CITY OF HOUSTON, TEXAS
BAYTOWN, HARRIS COUNTY, TEXAS ("City")
("Buyer")
Name: Mayor
Title:
ATTEST:
ATTEST:
Name: City Secretary
Title:
APPROVED:
Director, Department of Public
Works and Engineering
APPROVED AS TO FORM:
Sr. Assistant City Attorney
COUNTERSIGNATURE:
Controller
COUNTERSIGNATURE DATE:
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10/ 11 /2004
THE STATE OF TEXAS
COUNTY OF HARRIS
BUYER'S ACKNOWLEDGMENT
§
This instrument was acknowledged before me on
(date)
by , President of Baytown Area
(name)
Water Authority.
Notary Public in and for the
State of Texas
Commission Expires:
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