Ordinance No. 7,847961126 -4
ORDINANCE NO. 7847
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN
APPROVING AND AUTHORIZING THE EXECUTION OF THE WATER
SUPPLY CONTRACT BETWEEN THE BAYTOWN AREA WATER
AUTHORITY AND THE CITY OF BAYTOWN; AND PROVIDING FOR THE
EFFECTIVE DATE THEREOF.
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS:
Section l: That the City Council of the City of Baytown, Texas, hereby approves and
authorizes the execution of the Water Supply Contract between the Baytown Area Water Authority
and the City of Baytown. A copy of said contract is attached hereto, marked Exhibit "A," and made
a part hereof for all intents and purposes.
Section 2: This ordinance shall take effect immediately from and after its passage by the City
Council of the City of Baytown.
INTRODUCED, READ and PASSED by the affirmative vote of the City Council of the City
of Baytown this the 26th day of November, 1996.
ATTEST:
5L_a� Z' 2��4�
EILEEN "P. HALL, City Clerk
APPROVED AS TO FORM:
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PETE C. ALFARO, Mayor
C7
Water Supply Contract
for
Treated Water
STATE OF TEXAS
COUNTY OF HARRIS §
This Water Supply Contract for Treated Water, hereinafter referred to as "Contract," is made
and entered into on the date herein after last specified by and between the Baytown Area Water
Authority, a governmental agency and a body politic and corporate of the State of Texas, created
pursuant to Chapter 600, Acts of the 63rd Legislature, Regular Session, 1473, hereinafter referred
to as "BAWA," and the City of Baytown, a municipal corporation and home -rule city which is located
within Harris and Chambers Counties, Texas, hereinafter referred to as "CITY,"
WHEREAS, BAWA has the right under a contract with the City of Houston to buy untreated
waters from the City of Houston; and
WHEREAS, BAWA has constructed certain facilities to treat and deliver the aforementioned
untreated water to CITY as treated water; and
WHEREAS, CITY has constructed or contracted with BAWA to construct certain facilities
to enable CITY to receive the aforementioned treated water; and
WHEREAS, BAWA is desirous of selling large quantities of treated water from such source
or sources to CITY; and
WHEREAS, CITY is, subject to the terms and conditions contained herein, desirous of
purchasing from BAWA its treated water; and
WHEREAS, BAWA and CITY have found, and do hereby find, that BAWA and CITY are
authorized by the laws of the State of Texas to enter into a contract for the sale of water upon such
terms and for the period of time hereinafter set forth; and
WHEREAS, CITY is authorized to enter into a contract for the purchase of treated water
from BAWA pursuant to Chapter 402 of the Texas Local Government Code;
NOW THEREFORE, for and in consideration of the premises and the mutual covenants and
agreements herein contained, the parties hereto do hereby mutually agree as follows:
1V r S i 1v Conmici for Tr •i 11V•} cr, Pagc I
EXHIBIT A
® ARTICLE I
DEI: rN1TIONS
Unless a different meaning or intent clearly appears from the context, the following words and
terms shall have the meanings specified in this Article, respectively:
1.01 "BeOnnina Date" shall mean the date that CITY begins receiving treated water from
BAWA under this Contract or the effective date hereof, whichever is later. Such date may
occur after the effective date of this Contract as defined in Article VIII. Provided, however,
that if CITY does not begin receiving treated water within one year of the effective date
hereof, BAWA shall be under no further obligation to supply CITY with treated water.
1.02 "City's Facilities" shall mean facilities constructed by CITY to enable CITY to receive
treated water.
1.03 "Contract Quantity" shall mean the maximum quantity of treated water that BAWA
agrees to reserve and sell to CITY pursuant to Section 2.01 herein.
1.04 "(2ontract Term" is defined in Article VIII.
1.05 "Director" shall mean the Director of Utilities of the City of Baytown or any successor
department and all persons designated by the Director to administer the sale and delivery of
water to customers within the City of Baytown.
1.06 "General Manacur" shall mean the General Manager of the Baytown Area Water
Authority or any successor agency and all persons designated by the General Manager to
administer the sale and delivery of water to CITY.
1.07 "MGD" is an abbreviation for million gallons of water per day. As used in this
contract, "MGD" refers to a quantity of water during a period of time expressed for
convenience in terms of an average daily quantity during a calendar month (unless a different
period of time is specified). The volume of two MGD for a calendar month, for example, is
calculated as follows: Two million gallons multiplied by the number of days in such calendar
month.
1.08 "Dint of Delivery" shall mean those delivery points as indicated on Exhibit "A," which
is attached hereto and incorporated herein for all intents and purposes, to which BAWA
agrees to deliver treated water to CITY.
1.09 "hint of Measurement" shall mean the location of the meter at which CITY's
consumption of water is measured, more particularly described in Exhibit "A."
•
Water 5unnly Contract for Trrncd Water, P;igc 2
® 1.10 "Service Area" shall mean the area within the boundaries more particularly described
in Exhibit °B," which is attached hereto and incorporated herein for all intents and purposes.
0
1.11 "TNRCC" shall mean the Texas Natural Resource Conservation Commission or its
successor.
1.12 "Water" shall mean potable water meeting the minimum drinking water standards
prescribed by Texas Department of Health Resources and Texas Natural Resource
Conservation Commission, and their successor agencies.
ARTICLE H
SALE AND DELIVERY OF NVATER
-2 01 =I Subject to the terms and conditions of this contract, during the Contract Term, BAWA
agrees io sell -and deliver (or cause to be delivered) to CITY, all of CITY's water requirements of
treated water for municipal purposes at the Points of Delivery at daily rates of delivery; and CITY
agrees to purchase from BAWA, all of CITY's treated water requirements for municipal purposes
(as such tern is defined by the TNRCC in its rules) at such Points of Delivery during the term of this
Contract. It is expressly agreed to and understood that BAWA shall not obligated to deliver to
CITY treated water in- excess of therZ-o-ntracV Quantity which shall be the monthly average per day
2.02 The Points of Delivery for treated water sold under this contract shall be designated
in writing by CITY; provided, however, BAWA reserves the right to reject any point of delivery
designated by CITY which would affect, interfere with or increase the cost of any other facilities or
operations which BAWA might wish to construct or implement, or plan to construct or implement,
or which would adversely affect BAWA's ability to provide treated water to any of its customers.
Both BAWA and CITY agree that the points of delivery shall be those indicated on Exhibit "&"
which is attached hereto and incorporated herein for all intents and purposes. Additionally, CITY
may give BAWA notice in writing of any additional or change in point(s) of delivery designated by
CITY, and BAWA agrees to accept or reject such point(s) of delivery by a response in writing within
thirty (30) days after BAWA's receipt of the notice.
2.03 Treated water may be delivered to CITY from any source or combination of sources
available to BAWA.
2.04 The treated water to be delivered shall meet minimum standards prescribed by the
State of Texas for municipal purposes (as such term is defined by the TNRCC in its rules) and shall
be only used by CITY within the Service Area,
Walcr Suntrly Contract for Trcatcd \V itcr, Rig 3
2.05 If CITY wishes to reserve for itself additional monthly quantities of treated water,
CITY must notify BAWA in writing of CITY'S desire to do so. The General Manager may, at his
discretion after considering the treated water requirements of CITY and its obligations and
commitments, increase the quantity of treated water supplied to CITY, provided, however, that
BAWA shall be under no obligation to deliver treated water in excess of Contract Quantity. CITY
may, at its discretion, discontinue delivery of such additional monthly requirements of treated water
by giving BAWA thirty (30) days' written notice.
2.06 CITY shall own and be responsible for all lines connected to BAWA's transmission
line, beginning at the point where the metering device is installed to meter sales to CITY.
ARTICLE 1H
RATES AND PRICES
3.01 Billing at the rate for water as specified hereinbelow shall not commence until the
Beginning Date of service on or after the effective date of this Contract.
3` 02—� Whenever CITY's consumption shall exceed Contract Quantity by ten percent (10 %),
a five percent'(5 %) surchare`shall -be charged against that portion of the consumption that exceeds
the Contract Quantity. Provided, however, this surcharge shall not apply to any increase in the
quantity of treated water granted by the General Manager pursuant to Section 2.05 hereof.
3.03 All water sold and delivered by BAWA to CITY for which CITY is obligated to pay
hereunder shall be sold to CITY at the rate of S 1. IS per one thousand gallons.
3.04 The amount of water delivered to CITY shall be measured by the metering equipment
located at the treatment plant which measures the total quantity of treated water delivered into the
transmission lines, with the amount delivered to the CITY being the total delivered into the
transmission line at the plant, less such amounts sold /metered to other customers of the Authority.
3.05 Additionally, CITY understands and agrees that BAWA may at any time, by order
duly enacted, increase or change the price or prices for treated water as set forth in Section 3.01;
provided, however that except where an independent rate analysis conducted by a qualified concern
indicates that certain rate increase is required, the price or prices for treated water shall not be
increased percentagewise to CITY during any twelve (12) month period of this contract in excess of
the percentage rate increase in BAWA's water rates to other purchasers of treated water during the
same period.
0 Watcr Supply Comi-aci for Tr al W•i r, Pagc 4
ARTICLE IV
REPORTS
4.01 Within fifteen (15) days after the end of each quarterly period during the term of this
Contract, CITY shalt furnish BAWA with a statement under oath showing the quantities and sources
of all water for use or resale by CITY.
ARTICLE V
MEASURING EQUIPMENT
5.01 All measuring equipment shall be owned by BAWA, even when purchased by CITY,
and all measuring equipment shall be located at the Point of Measurement as shown on Exhibit "A."
5.02 During all reasonable hours as determined by the General Manager in his sole
discretion, CITY, BAWA, the City of Houston, and the Coastal Water Authority of Texas shall have
access to the measuring equipment. CITY may have access to all records pertinent to determining
the measurement and quantity of treated water actually delivered hereunder, but the reading of the
measuring equipment for purposes of billing shall be done by BAWA.
5.03 BAWA shall maintain the measuring equipment within the accuracy tolerance specified
in Section 5.04 by periodic tests. BAWA shall conduct such tests at least once every twelve (12)
months and shall notify CITY at least forty -eight (48) hours in advance of the time and location at
which tests are to be made. BAWA agrees to properly test said measuring equipment at BA�VA's
cost when requested to do so by CITY once every twelve (12) months. If CITY requests an
additional test within twelve (12) months, BAWA shall charge CITY an amount equal to BAWA's
costs to perform such test unless the test reveals that the equipment registers one hundred two
percent (102 %) or more for a given flow rate. In addition, CITY sha11 have the right to independently
check, at its own cost, said measuring equipment at any time upon forty -eight (48) hours notification
to the General Manager and opportunity for the General Manager to witness such tests.
5.04 Should any test of the measuring equipment in question show that the equipment
registers either more than one hundred two percent (102 %) or less than ninety -five percent (95 %)
of the water delivered for a given flow rate, the total quantity of water delivered to CITY will be
deemed to be the average daily consumption as measured by the measuring equipment when in
working order, and the meter shall be calibrated to the manufacture's specifications (in the case of
Venturi meters) or the AWWA specifications (for all other types of meters) for the given rate of flow,
or replaced by BAWA with accurate measuring equipment that is tested before it is placed in service.
The adjustment shall be for a period extending back to the time when the inaccuracy began, if such
time is ascertainable; and if such time is not ascertainable, for a period extending back to the last test
of the measuring equipment or one hundred twenty (120) days, whichever is shorter. If, for any
reason, the measuring equipment is out of service or out of repair and the amount of treated water
WLilcr 12 N ConiracLor Trc;ilcd Wi1tcr, Page 5
® delivered cannot be ascertained or computed from the reading thereof, water delivered during the
period shall be estimated and agreed upon by the parties hereto on the basis of the best data available.
As used in this section, the expression "given rate of flow" means one of the following
selected by the General Manager:
the total quantity of water delivered during the preceding period (usually a calendar
month) as reflected by the totalizer, converted to gallons per minute;
2. high, low and intermediate rates of flow in the flow rate, as reflected by the flow
recording devices;
3. the applicable Contract Quantity for the current period, usually a calendar month,
converted to gallons per minute; or
4. AWWA- specified test flow rates for that size and type of meter.
5.05 In the event of a dispute between BAWA and CITY as to the accuracy of the testing
equipment used by BAWA to conduct the accuracy test, an independent check may be mutually
agreed upon between CITY and BAWA and shall be conducted by an independent measuring
equipment company suitable to both CITY and BAWA. The cost of such test shall be at CITY's sole
expense.
5.06 CITY may install, at its own cost and expense, such check meters in CITY's pipeline
or canal as may be deemed appropriate, but BAWA shall have the right of ingress and egress to such
check meters during all reasonable hours; provided, however, that billing computations shall be on
the basis of the results of the measuring equipment set forth above.
ARTICLE VI
BILLING AND PAYMENT
6.01 As used in this Article VI, the term "day" shall mean a period of twenty -four (24)
consecutive hour beginning at a mutually agreed -upon time on one calendar day and ending at the
same time on the next succeeding calendar day, and the term "month" shall mean a period beginning
at a mutually agreed -upon time on the first day of a calendar month and ending at the same time on
the first day on the next succeeding calendar month.
6.02 The measuring equipment shall be read on the day at the end of each month (or at such
period of frequency arranged between the parties) and at a mutually agreed upon time, or as near
thereto as practicable.
Wa(cr „Su ly C ntrac f r Trcmcd Walcr, Pag 6
1�JL �! _ 0
6.03 The quantities of treated water for which payment is due by CITY hereunder in any
month shall be the total quantity oftreated water delivered to CITY in such month determined by the
measuring equipment described in Article V hereof.
6.04 BAWA shall bill CITY at CITY's address within ten (10) days after the read date by
a statement showing the quantity of water used during the preceding month. Payment shall be due
and payable to BAWA at its offices in Baytown, Harris County, Texas, on or before the twentieth
day after receipt of such statement.
6.05 Should CITY fail to tender payment of any amount when due, interest thereon shall
accrue at the rate of ten percent per annum from the date when due until paid and CITY shall be
deemed to be in default.
ARTICLE VII
TITLE TO AND RESPONSMLLITY FOR WATER
7.01 As between BAWA and CITY, BAWA shall be in exclusive control and possession
of, and solely responsible for, all treated water deliverable hereunder and solely responsible for any
damage or injury caused thereby until the same shall pass through the Point of Delivery and
thereafter, CITY shall be in exclusive control and possession thereof and solely responsible for any
injury or damage caused thereby.
7.02 BAWA MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
QUALITY OR DELIVERY PRESSURE OF TREATED WATER, INCLUDING THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
7.03 With respect to all water handling facilities located between the Point of Delivery and
the Point of Measurement, BAWA and CITY specifically agree:
that all such facilities, other than the measurement equipment itself, shall be and
remain the property of CITY subject to the terms of this Contract;
2. that CITY shall take all reasonable steps to maintain such facilities and to prevent
leaks or discharges from such facilities;
3 that CITY shall repair any such leak or discharge at once upon receiving notice
thereof and pay BAWA the price of any water lost by reason of such a leak or
discharge;
4. that CITY shall correct or repair any damage caused by any such leak or discharge
and shall hold BAWA harmless from and against any such damage and claims
therefore;
0 Wa cr Slipply Conigg for Trcaic Wiicr, Rig 7
® 5. that CITY shall alter or relocate, at its sole cost, any such facilities whenever BAWA
shall reasonably request in writing that the same be done; and
6. that CITY shall promptly remove such facilities and restore their locations to their
pre - existing conditions whenever this Contract is no longer in effect and BAWA so
requests in writing.
ARTICLE VII
TERM
This Contract shall be in force and effect beginning on the date of countersignature shown
below until December 31, 2020, at 8:00 a.m.
ARTICLE IX
PERFORMANCE Bl' BAWA AND CITY
9.01 BAWA covenants and agrees that it will not contract for the sale of water to other
users to such an extent or for such quantities as to impair BAWA's ability to perform fully and
punctually its obligations to CITY under this Contract. In case of temporary shortage of water,
notwithstanding BAWA's compliance with the portions of this Article IX, BAWA shall distribute the
available supply as provided by the laws of the State of Texas, particularly Section 1 1.039(a) of the
Texas Water Code, as amended.
9.02 Pursuant to the Amendatory Contract entered into by the City of Houston and the San
Jacinto River Authority, which is incorporated herein by this reference, CITY covenants and agrees
that it shall take treated water for the purpose of distribution through its municipal water system, and
such water shall be used for municipal purposes (as such term is defined by TNRCC Rules, currently
in effect or as hereinafter amended) and for no other purposes. CITY covenants and agrees that such
treated water shall be sold, distributed or used and ultimately consumed only for residential
household or other strictly municipal purposes exclusively within the Service Area. No extension of
these boundaries may be made by CITY without written consent of BAWA as well as the written
consent of the San Jacinto River Authority and City of Houston, when required pursuant to the Water
Supply Contract between the City of Houston and BAWA, dated October 24, 1994. CITY agrees
to include covenants similar to those contained in this Section 9.2 in any sales or contracts for sale
of water by CITY to any other entity. CITY agrees to submit the wording of such covenants to
BAWA for the written approval of BANVA and all other required entities prior to entering into such
contracts.
W i r i fl n rac f r Trcalcd Wa r, Pa"I 8
CITY understands and agrees that BAWA, the City of Houston and /or the San Jacinto River
Authority may enforce the covenants contained in Section 9.02 herein by an action brought directly
against CITY. In the event that BAWA and /or the City of Houston maintains any legal proceeding
to enforce such covenants, CITY agrees to indemnify BAWA and /or the City of Houston in the
amount of all expenses relating to the legal proceeding, including, but not limited to, costs of court
and reasonable attorneys' fees.
9.03 CITY acknowledges that according to the terms of the contract between BAWA and
the City of Houston, BAWA may be liable to the City of Houston and/or the San Jacinto River
Authority for monetary damages in the event that CITY (or any purchaser of water from or through
CITY) fails to comply with the restrictions and limitations on the sale of water set out in Section 9.02
herein. CITY acknowledges that such monetary damages would amount to seventy -five percent
(75 %) of the consideration or revenue received by BAWA for the estimated amount of water
distributed, sold or used in violation of such restrictions or limitations, plus all litigation expenses,
reasonable attorneys' fees, and all other remedies available to the City of Houston and /or the San
Jacinto River Authority. CITY hereby agrees to totally indemnify, defend, and save BAWA harmless
from and against any such expenses and liability which BAWA might incur or any loss BAWA might
suffer, as a result of any failure by CITY, or any purchaser of water from or through CITY, to comply
with such restriction and limitation. CITY agrees that in the event that CITY furnishes or sells water
or water services to a third party that in turn will furnish water to the ultimate consumer, CITY shall
include covenants in any such sales or contracts for sale of water to such third party(ies) to ensure
that said other entity(ies) will likewise indemnify, hold harmless, and defend BAWA. CITY agrees
to submit the wording of such covenants for the approval of BAWA prior to entering into such
contracts.
CITY acknowledges that according to the terms of the contract between the City of Houston
and the San Jacinto River Authority, the City of Houston may be liable to the San Jacinto River
Authority for monetary damages in the event that CITY (or any purchaser of water from or through
CITY) fails to comply with the restrictions and limitations on the sale of water set out in Section 9.02
herein. CITY acknowledges that such monetary damages would amount to seventy -five percent
(75 %) of the consideration or revenue received by the City of Houston for the estimated amount of
water distributed, sold or used in violation of such restrictions or limitations, plus all litigation
expenses, reasonable attorneys' fees, and all other remedies available to the San Jacinto River
Authority. CITY hereby agrees to fully indemnify, defend, and save the City of Houston harmless
from and against any such expenses and liability which the City of Houston might incur or any loss
the City of Houston might suffer, as a result of any failure by CITY, or any purchaser of water form
or through CITY, to comply with such restrictions and limitations. CITY agrees that in the event that
CITY furnishes or sells water or water services to a third party that in turn will furnish water to the
ultimate consumer, CITY shall include covenants in any such sales or contracts for sale of water to
such third party(ies) to ensure that said other entity(ies) will likewise indemnify, hold harmless, and
defend the City of Houston. CITY agrees to submit the wording of such covenants for the approval
of BAWA and the City of Houston prior to entering into such contracts.
0 Walcr Suonly COTIMICt for Trcatcd Wale , Pagc 9
9.04 CITY agrees to maintain, at its sole expense its water wells, if any, in good repair and
• working order to facilitate the use of such water wells as an emergency source of supply, if required,
should BAWA be unable to deliver the Contract Quantity of water for any reason. CITY shall bear
all costs of maintaining and supplying such emergency sources of supply.
ARTICLE X
ENVIRONMENTAL CONSIDERATIONS
10.01 On or before the first anniversary of the effective date of this contract, CITY shall
approve, implement and throughout the term hereof remain in full compliance with a water
conservation program in accordance with the requirements of the TNRCC. Such plan (and any
amendments thereto) shall be submitted to the appropriate authority as required by state law for
review and approval. In the event that the TNRCC adopts new requirements, CITY shall adopt an
amended plan and submit the same to the appropriate authority for review and approval.
10.02 CITY agrees that in the event that CITY furnishes or sells water or water services to
a third party that in turn will furnish water to the ultimate consumer, the requirements of this Contract
relative to water conservation shall be met through contractual agreements between the CITY and
the third party, providing for the implementation and continued compliance with a water conservation
program consistent with the requirements of the TNRCC.
ARTICLE XI
REMEDIES UPON DEFAULT
11.01 In the event of any default by CITY in the performance of any of CITY's obligations
hereunder which shall continue for a period of thirty (30) days or more, BAWA shall give w6tten
notice to CITY specifying the matter with respect to which CITY is in default and requesting that the
same be remedied with promptness and dispatch. In the event CITY, within forty -five (45) days after
the mailing of such notice by BAWA, has failed to remedy the matter in default, BAWA may suspend
further delivery of treated water to CITY hereunder; and in the event such default on the part of
CITY continues for an additional thirty (30) days, BAWA may, by an additional written notice to
CITY, cancel and terminate this contract, whereupon all rights of CITY and all obligations of BAWA
hereunder shall terminate and be at an end. The exercise of such rights shall be in addition to any
other remedies available to BAWA under the laws of the State of Texas.
11.02 During any monthly period in which BAWA is unable to deliver to CITY, CITY's
daily requirements of water, whether as a result of temporary curtailments resulting from temporary
shortages as provided in Section 9.01 hereof or of force majeure as provided in article XI1 hereof,
CITY shall be obligated to pay BAWA only for the quantities of treated water actually delivered to
• Watcr Supl2ly Qgnlract for Trc�ijcd W-iter, Rig 10
CITY under this contract during such month. During any such period, CITY shall be free to obtain
® treated water from other sources.
11.03 The failure of either party to insist in any one or more instance upon performance of
any of the terms, covenants or conditions of this Contract, shall not be construed as a waiver or
relinquishment of the future performance of any such term, covenant, or condition by the other party
hereto, but the obligation of such other party with respect to future performance shall continue in full
force and effect.
ARTICLE XfI
FORCE MAJEURE
12.01 In the event either party is rendered unable, wholly or in part, by force majeure to
carry out any of its obligations under this Contract, or in the event CITY is rendered unable, wholly
or in part, by force majeure to operate CITY's facilities, it is agreed that on such party's giving notice
and full particulars of such force majeure in writing or by telefax or telegraph to the other party as
soon as possible after the occurrence of the cause relied upon, then the obligations of the party given
such notice, to the extent it is affected by force majeure and to the extent that due diligence is being
used to resume performance at the earliest practicable time, shall be suspended during the continuance
of any inability so caused as to the extent provided but for no longer period. Such cause shall as far
as possible be remedied with all reasonable dispatch.
12.02 The term "force majeure" as used herein, shall include but not be limited to, acts of
God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, war, blockades,
insurrections, riots, epidemics, landslides, lighting, earthquakes, fires, storms, floods, washouts,
droughts, tornadoes, hurricanes, arrests and restraints of government and people, explosions,
breakage or damage to machinery, equipment, pipelines or canals, and any other inabilities of either
party whether similar to those enumerated or otherwise and not within the control of the party
claiming such inability which by the exercise of due diligence and care such party could not have
avoided.
12.03 It is understood and agreed that the settlement of strikes or lockouts shall be entirely
within the discretion of the party having the difficulty and the above requirement that any force
majeure be remedied with all reasonable dispatch shall not require the settlement of strikes or
lockouts by acceding to demands of the opposing party when such course is inadvisable in the
discretion of the party having the difficulty.
12.04 CITY shall not be guaranteed any specific quantity or pressure of water whenever
BAWA's treated water supply is limited or when BAWA's equipment may become inoperative due
to unforeseen breakdown or scheduled maintenance and repairs, and BAWA is in no case to be held
to any liability for failure to furnish any specific amount or pressure of water. BAWA agrees that it
will attempt to make any necessary repairs or adjustments to its equipment within reasonable times
49 1V atcr SnRply Contract fQr Trc ijcd Waicr, Pagc I I
mutually agreeable to both parties. It is further agreed that BAWA may, without liability of default,.
® interrupt its services hereunder to make necessary alterations to or repairs in its facilities, but only if
such interruption cannot otherwise reasonably be avoided. BAWA shall schedule interruptions in
advance after consultation with CITY.
ARTICLE \IT[
ADDRESS AND NOTICES
13.01 Until CITY is otherwise notified in writing by BAWA the address of BAWA is and
shall remain as follows:
Baytown Area Water Authority
Attn: General Manager
2401 Market Street
Baytown, Texas 77520
Until BAWA is otherwise notified in writing by CITY, the address of CITY is and shall
remain as follows:
City of Baytown
Attn: City Manager
2401 Market Street
Baytown, Texas 77520
13.02 All written notices, statements, and payments required or permitted to be given under
this Contract from one party to the other shall be deemed given by telefax or the deposit in a United
States Postal Service mailbox or receptacle of certified or registered mail, with proper postage affixed
thereto, addressed to the respective other party at the address set forth above or at such other address
as the parties respectively shall designate by written notice.
ARTICLE XIV
MISCELLANEOUS PROVISIONS
14.01 This contract shall bind and benefit the respective parties and their legal successors,
but shall not otherwise be assignable, in whole or in part, by either party without first obtaining the
written consent of the other; provided, however, that CITY shall have the right, without any consent
of BAWA to pledge or otherwise assign CITY's rights hereunder to the extent required by any
mortgage, deed of trust or other similar agreement to which CITY may be, or hereafter become a
party or to otherwise assign CITY's rights and obligations hereunder in connection with any merger
or consolidation of any sale of all or substantially all of CITY's facilities; provided that, CITY's
• Walcr Sunr}ly Contract for Trcatcd Walcr, R%c 12
successor or assignee, as the case may be, is a responsible person and shall (by operation of law or
is otherwise) expressly assume CITY'S' obligations hereunder; and provided, further, however, that no
successor or assignee of CITY shall be entitled to receive water or sell water to a third party under
this Contract unless and until the City of Houston and the San Jacinto River Authority give their
written consent to such assignment.
•
14.02 This Contract shall be for the sole and exclusive benefit of BAWA and CITY and shall
not be construed to confer any rights upon any third party. BAWA shall never be subject to any
liability in damages to any customer of CITY for any failure to perform under this Contract.
14.03 This Contract shall be subject to all present and future valid laws, orders, rules and
regulations of the United States of America and the State of Texas and of any regulatory body having
jurisdiction.
14.04 This instrument contains all the agreements made between the parties concerning the
sale and delivery of water by BAWA to CITY at the Point of Delivery set out in this Contract.
14.05 With respect to any prior agreements between the parties or their predecessors for the
sale of water to CITY at any point of Delivery hereunder, the future obligations of both parties to
perform under any such prior agreement are terminated effective as of the effective date hereof,
except as follows:
Any obligations which arise prior to such effective date, including specifically the
obligations of CITY to pay money to BAWA for time periods or deliveries prior to
such effective date, are not terminated.
14.06 The construction, interpretation and performance of this Contract shall be governed
by the laws of the State of Texas.
14.07 A11 parties agree that should any provision of this Contract be determined to be invalid
or unenforceable, such determination shall not affect any other term of this Contract, which shall
continue in full force and effect.
14.08 Each party has the full power and authority to enter into and perform this Contract,
and the person signing this Contract on behalf of each party has been properly authorized and
empowered to enter into this Contract. Tile persons executing this Contract hereby represent that
they have authorization to sign on behalf of their respective entities.
14.09 The parties acknowledge that they have read, understand and intend to be bound by
the terms and conditions of this Contract.
Willer Simply Conir,,cl for Trc.ilcd %V ;i1cr, Rig 13
IN WITNESS WHEREOF, the parties hereto have executed this contract 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 countersignature.
CITY OF BAYTOWN
PETE C. ALFARO, Mayor
ATTEST:
EIL.EEN P. HALL, City Clerk
BAYTOWN AREA WATER AUTHORITY
ROBERT L. GILLETTE, President
ATTEST:
PETER R. BUENZ, Secretary
APPROVED TO CONFORMING TO
REQUIREMENTS OF CONTRACT
NO. 34739, SECTIONS 9.2 AND 9.3:
GENE L. LOCKS, City Attorney
CITY OF HOUSTON
c :klh241E3AWA1CityolB.L%town33AW A.Contr,ict
0 Walcr Sun21y Coniract, for Trc;11Cd Walcr, Ngc 14
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Exhibit A
Point of Measure
TEXAS [CATER COMMISSION
-r
CERTIFICATE OF CONVENIENCE AND NECESSITY
To Provide Water Service Under V.T.C_A., Water Code
and Texas Water Commission Substantive Rules
Certificate No. 10860
I. Certificate Holder:
Name: City of Baytown
Address: P. O. Box 424
Baytown, Texas 77522 -0424
II. General Description and Location of .Service Area:
HARRIS COUNTY:
The area covered by this certificate in Harris County is located
approximately 22 miles east of Houston, Texas on State Highway
146. The service area is generally bounded on the north by
portions of Decker Drive, Baker Road, South Road and Massey -
Tomkins Road; on the south by Scott Bay, Black Duck Bay and Tabbs
Bav; on the east by Cedar Bayou; and, on the west by Burnet Bay
and Crystal Bay.
Dual certification exists with Baytown Area Water yuthority, CCN
No. 10672.
CHAMBERS COUNTY:
Pinehurst subdivision - The area covered by this certificate in
Chambers County is located approximately 13. 5' niles west /northwest
of downtown Anahuac, Texas on State Highway 146. The service area
is generally bounded on the north by willow Oak Drive, on the
northeast by the Southern Pacific Railroad, on the south by
Cherokee Street, on the west by Cedar Bayou and on the southeast
by State Highway 146.
Cedar Bend Subdivision -- The area covered by this certificate in
Chambers County for Cedar Bend Subdivision is located
approximately 13.5 miles west of downtown Anahuac, Texas on State
Highway 146. The service area is generally bounded on the east
by State Highway 146 and on the west by Cedar Bayou.
• Lincoln Cedar Subdivision - The area covered by this certificate
in Chambers County is located 13.5 miles west of downtown Anahuac,
Texas on State Highway 146. The service area is generally
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