BAWA Resolution No. 2015-15RESOLUTION NO. 2015-15
A RESOLUTION OF THE BOARD OF DIRECTORS OF THE BAYTOWN AREA
WATER AUTHORITY AUTHORIZING THE SERVICES AGREEMENT WITH CITY
OF BAYTOWN, HARRIS COUNTY FRESH WATER SUPPLY DISTRICT NO. 27,
AND GENERAL INDUSTRIAL POLYMERS, LLC, REGARDING UTILITY, PLAN
REVIEW, AND DEVELOPMENT SERVICES; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
****************************************************** * * * * * * * * * * * * * * * * * * * * * * * * * * * * * **
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 Services Agreement with the City of Baytown, Harris County Fresh Water Supply District
No. 27, and General Industrial Polymers, LLC, regarding utility, plan review, and development services.
A copy of the agreement is attached as Exhibit "A" and incorporated herein 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 26h day of October, 2015.
Z S T:
LETICIA BRYSCH, As ' ant Secretary
APPROVED AS TO FORM:
{
ACIO RAMIREZ, SR., Gen ounsel
ENDA BRADLEY SMITH, President
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Exhibit "A"
SERVICES AGREEMENT
STATE OF TEXAS
COUNTY OF HARRIS
This Services Agreement (the "Agreement ") is made and entered into by and between the CITY
OF BAYTOWN, a municipal corporation located in Harris and Chambers Counties, Texas, (the "City");
the Baytown Area Water Authority ( "BAWA "), a conservation and reclamation district in I larris County
created under Section 59, Artiqlp XV Texast o itu ' n, Coun Fr h Water Supply District
No. 27 (the District "); and corporation (the
"Company ").
WHEREAS, the Co 1 on�CO tru ting an apartment and/or commercial development
on its property located at(Jarris County, Texas, which property is more
particularly described in Exhibit "A," which is attached hereto and incorporated herein for all intents and
purposes. (the "Project "), which is currently within the territory of the District and outside the corporate
limits of the City; and
WHEREAS, the Company desires to obtain utility services from the District; and
WHEREAS, the District is willing to supply such services under the terms and conditions
contained herein; and
WHEREAS, the Company desires to build the Project in accordance with the applicable building.
plumbing, mechanical and electrical codes adopted by the City and as amended in Chapter 18 of the Code
of Ordinances, Baytown, Texas; and
WHEREAS, the Company desires to build the Project in accordance with the zoning regulations
of the City, as if the property were zoned LI; and
WHEREAS, the Company has requested that the City perform plan review and inspection
services for the Project on behalf of the Company;
WHEREAS, the District is supportive of the Project and desires to serve utilities to the Project
subject to its Wastewater Disposal Agreement with the City approved by the City on June 12, 2007 (the
"Wastewater Agreement") and to its Water Supply Contract — Treated Water, which was approved by
BAWA on April 19, 2006 (the "Water Supply Contract"); and
WHEREAS, in order to supply the Project, however, Water Supply Contract must be amended;
and
WHEREAS, the City is agreeable to performing the requested services and BAWA is agreeable
to amending the Water Supply Contract under the terms and conditions expressed herein;
NOW THEREFORE, the City and the Company, in consideration of the mutual covenants.
agreements and benefits herein contained, do mutually agree as follows:
ScryicgS Agreement Page I
L
COMPANY'S RESPONSIBILITIES
1.01 Project. The Company hereby agrees to construct the Project in accordance with all applicable
Codes of the City, including, but not limited to, its building codes and its zoning regulations.
a. Zoning_ ations. It is expressly agreed by all parties hereto that the Company shall
construct, maintain and operate the Project as if the same were in a LI zoning district for
any development associated with the ProjecL It is expressly understood and agreed that
no permit required herein shall be issued unless all applicable zoning regulations are
satisfied.
b. Building Rwdations.
1. Permits. Before any work is to be performed on the Project after the design
thereof, the Company shall file a building permit application and all other
associated permit applications with the Chief Building Official of the City or his
designee (collectively hereinafter referred to as the "Chief Building Official').
No work shall be performed in furtherance of the Project until the required
permits have been obtained. Required permits will include all permits that would
be required if the Project were located within the incorporated limits of the City.
The Company must comply with all orders and directives of the Chief Building
Official and his designees. In order to occupy the building, the Company agrees
that it must obtain the required certificates of occupancy. Should it fail to do so,
the Company herein agrees that it will be enjoined from using the structures,
shall not receive utility service from the District, and shall be assessed $100.00
per day if the structures are occupied in any manner inconsistent with this
agreement.
2. Payment of Fees. The Company understands and agrees that it will be subject to
the permit fees, inspection and plan review fees as specified in Sections 18 -127,
18 -255, 18 -462, 18 -589, 18 -623, and elsewhere in the of the Code of Ordinances,
as applicable, as the same now exists or may hereinafter be amended.
3. Inspection Requests. It shall be the duty and responsibility of the Company to
request inspections at critical phases of the Project and as may otherwise be
required by the codes and ordinances of the City. The Project site shall remain
accessible and exposed for inspection purposes until approved. Approval as a
result of an inspection shall not be construed to be an approval of a violation of
the provisions of the City's codes or ordinances. Inspections presuming to give
authority to violate or cancel the provisions of the City's codes and ordinances
are invalid. Neither the City nor its officers, agents or employees shall be liable
for expense entailed in the removal or replacement of any material required to
allow inspection.
C. Utilities.
1. Impact Fees. The Company shall be required to pay the City's water and
wastewater impact fees to the District for utility services provided herein,
whether by the District, BAWA or the City.
l i�: a
2. Utility Fees. The Company shall be required to pay fees required by the District
for the provision of water and wastewater service to the Company, as the same
now exist or may hereinafter be amended.
1.02 Indemnification.
THE COMPANY AGREES TO AND SHALL INDEMNIFY AND HOLD
HARMLESS AND DEFEND THE CITY, BAWA AND THE DISTRICT,
ALONG WITH THEIR RESPECTIVE OFFICERS, AGENTS, AND
EMPLOYEES (HEREINAFTER COLLECTIVELY REFERRED TO AS
THE "INDEMNITEES") FROM AND AGAINST ANY AND ALL
CLAIMS, LOSSES, DAMAGES, CAUSES OF ACTION, SUITS AND
LIABILITY OF EVERY KIND, INCLUDING ALL EXPENSES OF
LITIGATION, COURT COSTS, AND ATTORNEY'S FEES, FOR INJURY
TO OR DEATH OF ANY PERSON, FOR DAMAGE TO ANY
PROPERTY, OR FOR ANY BREACH OF CONTRACT, ARISING OUT
OF, OR IN CONNECTION WITH THE WORK DONE BY THE
COMPANY UNDER THIS CONTRACT CAUSED BY (I) THE JOINT
NEGLIGENCE OF THE INDEMNITEES AND ANY OTHER PERSON
OR ENTITY AND /OR (In THE SOLE OR JOINT NEGLIGENCE OF
COMPANY. IT IS THE EXPRESSED INTENTION OF THE PARTIES
HERETO, BOTH COMPANY AND THE INDEMNITEES, THAT THE
INDEMNITY PROVIDED FOR IN THIS PARAGRAPH IS INDEMNITY
BY COMPANY TO INDEMNIFY AND PROTECT THE INDEMNITEES
FROM THE CONSEQUENCES OF (I) THE INDEMNITEE'S OWN
NEGLIGENCE WHEN THAT NEGLIGENCE IS CONCURRENT WITH
ANY OTHER PERSON OR ENTITY OF THE RESULTING INJURY
DEATH OR DAMAGE AND /OR (II) COMPANY'S OWN NEGLIGENCE,
WHETHER THAT NEGLIGENCE IS THE SOLE OR A CONCURRING
CAUSE OF THE RESULTING INJURY, DEATH OR DAMAGE. SUCH
INDEMNITY SHALL NOT APPLY, HOWEVER, TO LIABILITY
ARISING FROM THE PERSONAL INJURY, DEATH, OR PROPERTY
DAMAGE OF PERSONS THAT IS CAUSED BY OR RESULTS FROM
THE SOLE NEGLIGENCE OF THE INDEMNITEES. IN THE EVENT
THAT ANY ACTION OR PROCEEDING IS BROUGHT AGAINST THE
INDEMNTTEES FROM WHICH THE INDEMNITEES ARE
INDEMNIFIED, COMPANY FURTHER AGREES AND COVENANTS TO
DEFEND THE ACTION OR PROCEEDING BY LEGAL COUNSEL
ACCEPTABLE TO THE INDEMNITEES. THE INDEMNITY
PROVIDED FOR IN THLS SECTION SHALL SURVIVE THE
TERMINATION OR EXPIRATION OF THIS AGREEMENT.
1.03 Release. By this Agreement, the City, BAWA and the District do not consent to litigation and
expressly revokes any consent to litigation that it may have granted by the terms of this
Agreement, any charter, or applicable state law. The Company assumes full responsibility for the
Services Agreement Page 3
Project and hereby releases, relinquishes, and discharges the City, BAWA and the District, along
with their respective officers, agents and employees from all claims, demands, and causes of
action of every kind and character, including the cost of defense thereof, for any injury to or death
of any person (whether they be either of the parties hereto, their employees, or other third parties)
and any loss of or damage to property (whether the property be that of either of the parties hereto,
their employees, or other third parties) that is caused by or alleged to be caused by, arising out of,
or in connection with the Project. This release includes the cost of defense of any claim and any
loss of or damage to property (whether property of the parties or of third parties) that is caused by
or alleged to be caused by, arising out of, or in connection with the Project whether or not said
claims, demands, and causes of action are covered in whole or in part by insurance.
EL
DISTRICT'S RESPONSIBILITIES
2.01 onds. The District agrees that it will not issue any bonds from and after the Effective Date
without the express prior written consent of the City of the terms and purposes thereof.
a Notice R Squired before Bond Issuance. Before the issuance of any series of District
bonds, the District shall tender to the City Manager written notice of the contemplated
issuance at least thirty (30) days prior thereto, which notice shall include the amount of
the bonds to be authorized, the timing of such issuance, along with any other information
requested by the City Manager.
b. Terms of Bonds. Any bonds authorized to be issued by the District shall expressly
provide that the District shall reserve the right to redeem said bonds on any interest
payment date subsequent to the 5'h anniversary of the date of issuance without premium.
None of the bonds, other than refunding bonds and bonds sold to a federal or state
agency, shall be sold for less than 95% of par, provided, however, the net effective
interest rate on bonds so sold, taking into account any discount or premium as well as the
interest rate borne by such bonds, shall not exceed two percent above the highest average
interest rate reported by the Daily Bond Buyer in its weekly "20 Bond Index" during the
one -month period next preceding the date notice of the sale of such bonds is given. Bids
for the bonds shall be received not more than 45 days after notice of sale of the bonds is
given. The District's resolution authorizing the issuance of the District's bonds must
contain a provision that the pledge of the revenues from the operation of the District's
water and sewer and/or drainage system to the payment of the District's bonds will
terminate when and if the City annexes the territory of the District, takes over the assets
of the District and assumes all of the obligations of the District.
2.02 Amendment of Water Supply Contract — Treated Water. The District hereby agrees that the
Water Supply Contract shall on the Effective Date be amended as follows:
a. Point of Delivery. Section 1.09 of the Water Supply Contract is hereby amended to read as
follows:
1.09 "Point of Delivery" shall mean those delivery points as indicated on Exhibit "C,"
which is attached hereto and incorporated herein for all intents and purposes to
which BAWA agrees to deliver treated water to the District.
Services AeEment Page 4
b. Point of Measurement. Section 1.10 of the Water Supply Contract is hereby amended to read
as follows:
1.10 "Point of Measurement" shall mean the location of the meter at which the
DISTRICT'S consumption of water is measured, more particularly described in
Exhibit "C."
c. Entire Agm ement. The provisions amended in this section and the Agreement shall be read
together and construed as one agreement provided that, in the event of any conflict or
inconsistency between the provisions of this Section 2.02 and the Agreement the provisions
of this section shall control.
2.03 Annexation
a. Annexation by Distria No land will be added or annexed to the District until the City
has given its written consent by resolution of the City Council to such addition or
annexation.
b. Development Agreements. From and after the Effective Date, the District hereby agrees
that the City will not enter into any agreement or allow any development to occur within
its boundaries, which would obligate the District to pay a landowner or developer any
costs or expenses incurred by the landowner or developer that may be eligible for
reimbursement from bond proceeds under the rules and requirements of the Texas
Natural Resource Conservation Commission. The District agrees that any such
agreement shall be void.
C. Annexation by City. By executing this Agreement, the District hereby requests that the
City annex all of the territory of the District, including any territory hereinafter annexed
in accordance with Section 2.03.a at any time after the expiration of five (5) years from
the Effective Date. The District agrees that it shall fully and timely cooperate with the
City in completing such annexation and hereby waives any right to protest the same or to
thereafter request disannexation.
2.04 Utility fees. The District shall collect the impact fees required in Section 1.O1.c hereinabove from
the Company and remit the same to the City prior to the Company being provided utility services
from the District. The District shall pay all fees for the water and wastewater services provided
by BAWA and the City respectively in accordance with the Water Supply Contract, as herein
amended, and the Wastewater Agreement. The District shall be required to install a master water
meter at the Point of Measurement consistent with the Water Supply Contract.
III.
BAWA'S RESPONSIBILITIES
3.01 Amendment of Water Sunoly Contract — Treated Water. BAWA agrees to the amendments to
the Water Supply Contract specified in Section 2.02 of this Agreement.
Services Age Page 5
Iv
CITY'S RESPONSIBILITIES
4.01 Utilities The City will allow the District to attach to the City's water line at the Point of
Connection, which shall be metered in accordance with the standards and rates required and
assessed by the BAWA.
4.01 I pgcdons.
a. Generally. The Chief Building Official of the City shall receive the Company's
applications, review construction documents, and issue permits as appropriate, perform
inspections, and enforce compliance with the provisions of the City's codes and
ordinances.
b. InsRRctions. Except as otherwise provided herein, the Chief Building Official shall make
all of the required on -site inspections of all building components, including the building,
electrical, mechanical and plumbing systems, at various stages of construction of the
Project to determine compliance with all applicable codes and ordinances of the City of
Baytown.
C. Documents and Information. The Chief Building Official shall be entitled to rely on the
accuracy of information provided by the Company or its consultants. Additionally, the
Chief Building Official shall keep official records of applications received, permits and
certificates issued, fees collected, reports of inspections made, and notices and orders
issued.
d. Limitation of Services. The City is not required to make exhaustive or continuous on -site
inspections to check the quality or quantity of the work, but shall be required to make
inspections in response to inspection requests from the Company. It is expressly
understood and agreed that the City shall neither have control over or charge of, nor be
responsible for the construction means, methods, techniques, sequences or procedures or
for safety precautions and programs in connection with the Project. Neither observations
by the Chief Building Official nor inspections, tests, or approvals made by the Chief
Building Official shall relieve the Company or its contractors from its obligation to
perform the work in accordance with the requirements of the codes and ordinances of the
City. Furthermore, the designing engineer of the foundation, structural steel and masonry
wall is responsible for inspecting, certifying and providing a letter to the City certifying
these elements are constructed in accordance with his/her design.
V.
TERM
5.01 Term. Except as otherwise provided herein, this Agreement is effective on the date the Acting
City Manager signs this Agreement (the "Effective Date') and terminates upon the annexation of
the District's territory by the City.
5.02 Default. Notwithstanding anything contained herein to the contrary, the parties expressly
understand and agree that regardless of any default of any of the parties, Sections 1.02, 1.03, 2.01,
and 2.03, shall survive the termination or expiration of this Agreement.
Services Agreement Page 6
a. Default by Company. In the event of the Company's failure to comply with any
provision of this Agreement, the City, BAWA or the District shall give written notice to
the Company specifying the matter with inspect to which the Company is in default and
requesting that the same be remedied within thirty (30) days of the date of the mailing of
the notice. If the Company fails to remedy such default within such time period, the
City, BAWA and the District shall suspend services to the Company.
b. Default by Distria In the event of the District's failure to comply with any provision of
this Agreement, the City, BAWA or the Company shall give written notice to the District
specifying the matter with respect to which the District is in default and requesting that
the same be remedied within thirty (30) days of the date of the mailing of the notice. If
the District fails to remedy such default within such time period, the City, BAWA
and/or the Company may seek all appropriate relief to which it may be entitled.
C. Default by BAWA. In the event of BAWA's failure to comply with any provision of this
Agreement, the District shall seek the remedies specified in Article XII of the Water
Supply Agreement after giving notice and comply with all other requirements specified
therein.
d. Default by the City. In the event of the City's failure to comply with any provision of
this Agreement, BAWA, the Company or the District shall give written notice to the City
specifying the matter with respect to which the City is in default requesting that the same
be remedied within thirty (30) days of the date of the mailing of the notice. If the City
fails to remedy such default within such time period, the Company, BAWA and/or the
District may seek all appropriate relief to which it may be entitled.
VL
MISCELLANEOUS PROVISIONS
6.01 Entire Agreement. This instrument contains the entire Agreement between the parties relating to
the rights hereunder granted and the obligations herein assumed. Any oral representation or
modifications concerning this Agreement shall be of no force or effect, excepting a subsequent
modification in writing signed by all parties hereto.
6.02 Compliance with Applicable Laws. The Company, the District, BAWA, and the City shall
comply with all rules, regulations, and laws of the United States of America, the State of Texas,
and all laws, regulations, and ordinances of the City of Baytown as they now exist or may
hereafter be enacted or amended.
6.03 Assignment. No party hereto may sell or assign all or part interest in this Agreement to another
without the express written approval of all parties hereto to such sale or assignment.
6.04 Notices. Except as otherwise provided herein, all notices required to be given hereunder shall be
given in writing either by telecopier, overnight, or facsimile transmission, certified or registered
mail at the respective addresses of the parties set forth herein or at such other address as may be
designated in writing by either party. Notice given by mail shall be deemed given three (3) days
after the date of mailing thereof to the following addresses:
Services Agreement Page 7
COMA Y C3 ��� I' cv
At : Pr ident Dr
c5 2-0
Fax N . S._I 4ir,Z-4-
BAWA
Baytown Area Water Authority
Attn: General Manager
P.O. Box 424
Baytown, TX 77522
Fax No. (281) 420 -6586
CITY
City of Baytown
Attn: City Manager
P.O. Box 424
Baytown, TX 77522
Fax No. (281) 420 -6586
DISTRICT
Harris County Fresh Water Supply District No. 27
P.O. Box 712
No. j 77
Fa-Ayt 1 i
Fax +�
6.05 Non - waiver. Failure of any party hereto to insist on the strict performance of any of the
agreements herein or to exercise any rights or remedies accruing thereunder upon default or
failure of performance shall not be considered a waiver of the right to insist on and to enforce by
an appropriate remedy, strict compliance with any other obligation hereunder to exercise any
right or remedy occurring as a result of any future default or failure of performance.
6.06 Governing Law. This Agreement shall in all respects be interpreted and construed in accordance
with and governed by the laws of the State of Texas and the City, regardless of the place of its
execution or performance. The place of making and the place of performance for all purposes
shall be Baytown, Harris County, Texas.
6.07 Severability. All parties agree that should any provision of this Agreement be determined to be
invalid or unenforceable, such determination shall not affect any other term of this Agreement.
which shall continue in full force and effect.
6.08 No Right to Arbitration. Notwithstanding anything to the contrary contained in this Agreement.
the City, BAWA, the District, and the Company hereby agree that no claim or dispute between
the City and the Company arising out of or relating to this Agreement shall be decided by any
arbitration proceeding including, without limitation, any proceeding under the Federal Arbitration
Act (9 U.S.C. Sections 1 -14), or any applicable State arbitration statute, including, but not limited
to, the Texas General Arbitration Act, provided that in the event that the City, BAWA and/or the
District is subjected to an arbitration proceeding notwithstanding this provision. the Company
consents to be joined in the arbitration proceeding if the Company's presence is required or
Services Agreement Page 8
requested by the City, BAWA, or the District for complete relief to be recorded in the arbitration
proceeding.
6.09 No Third Party Beneficiaries. This Agreement shall not bestow any rights upon any third party,
but rather, shall bind and benefit the Company, the District, BAWA and the City only.
6.10 Headings. The article and section headings are used in this Agreement for convenience and
reference purposes only and are not intended to define, limit or describe the scope or intent of any
provision of this Agreement and shall have no meaning or effect upon its interpretation
6.11 Ambi is i ties. In the event of any ambiguity in any of the terms of this Agreement, it shall not be
construed for or against any party hereto on the basis that such party did or did not author the
same.
6.12 Agreement Read. The parties acknowledge that they have read, understand and intend to be
bound by the terms and conditions of this Agreement.
6.13 Authoji1y The officers executing this Agreement on behalf of the parties hereby represent that
such officers have full authority to execute this Agreement and to bind the party he/she
represents.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiple copies,
each of which shall be deemed to be an original, but all of which shall constitute but one and the same
Agreement on the _ day of , 2015, the date of execution by the Acting City
Manager of the City of Baytown.
CITY OF BAYTOWN
RON BOTTOMS, Acting City Manager
ATTEST:
LETICIA BRYSCH, City Clerk
APPROVED AS TO FORM:
IGNACIO RAMIREZ, SR., City Attorney
Services Agreement Page 9
BAYTOWN AREA WATER AUTHORITY
RON BOTTOMS. Acting General Manager
ATTEST:
LETICIA BRYSCH. Assistant Secretary
APPROVED AS TO FORM:
IGNACIO RAMIREZ. SR.. General Counsel
HARRIS COUNTY FRESH WATER
SUPPLY DISTRICT NO. 27
igna ure
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Title
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Services Agreement Page 10
COMPANY: GENERAL INDUSTRIAL
POLYMERS. LLC
gnature
Printed Name
'e-Es t�T-
Title
STATE OF TEXAS
COUNTY OF HARRIS
Before me,- � V ��, the undersigned notary public. on this day personally
appeared K-_.1 . the !'� . of General Industrial Polymers.
LLC on behalf of such limited liability company
✓ kno\\ n to me:
proved to me on the oath of : or
proved to me through his /her current
{description of identification card or other document issued by the federal government or
any state government that contains the photograph and signature of the acknowledging
person I
(check one)
to be the person whose name is subscribed to the foregoing instrument. and acknowledged to me that
he /she executed that instrument for the purposes and consideration therein expressed.
Given under Ind hand and seal of office this
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South East x= 3,2589560 y= 735,840
South West x= 3,2559730 y= 735,890
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Approximate Texas coordinates:
North East x= 302589560 y= 738,120
South East x= 3,2589560 y= 735,840
South West x= 3,2559730 y= 735,890
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