Ordinance No. 10,348 ORDINANCE NO. 10,348
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF BAYTOWN, TEXAS,
APPROVING A WATER SUPPLY CONTRACT— TREATED WATER BETWEEN THE
BAYTOWN AREA WATER AUTHORITY AND HARRIS COUNTY FRESH WATER
SUPPLY DISTRICT NO.27;AND PROVIDING FOR THE EFFECTIVE DATE THEREOF.
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WHEREAS,the Baytown Area Water Authority's enabling legislation requires that the City Council
approve the contract before Baytown Area Water Authority("BAWA") enters into the same; and
WHEREAS,on April 19,2006,the Board of Directors of BAWA met and decided to approve a Water
Supply Contract— Treated Water between BAWA and Harris County Fresh Water Supply District No. 27,
subject to the approval of both the City of Baytown and the City of Houston; and
WHEREAS, the proposed agreement is similar to that executed between BAWA and the City of
Baytown and is consistent with the requirements contained in BAWA's agreement with the City of Houston;and
WHEREAS,this contract will supersede the Wholesale Water Supply Contract between the parties dated
February 1, 1983, and all amendments thereto and increases the contract quantity and removes the take or pay
provisions; and
WHEREAS,the contract quantity under the proposed contract is a monthly average of 0.2384 MGD;and
WHEREAS,the City of Baytown desires to approve the Water Supply Contract—Treated Water between
BAWA and Harris County Fresh Water Supply District No. 27;NOW THEREFORE,
BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF BAYTOWN,TEXAS:
Section 1: That the recitals set forth hereinabove are hereby found to be true and correct and are
hereby adopted.
Section 2: That the City Council of the City of Baytown,Texas,hereby approves a Water Supply
Contract—Treated Water between the Baytown Area Water Authority and Harris County Fresh Water Supply
District No.27. A copy of said contract is attached hereto as Exhibit"A"and incorporated herein for all intents
and purposes.
Section 3: This ordinance shall take effect immediately from a.d after its passage by the City
Council of the City of Baytown.
INTRODUCED,READ and PASSED by the affirmative vote of e City Council of the City of Baytown
this the 8th day of June, 2006.
STEP EN H. DONCARLOS,Mayor
TE
1,0, , •ity Clerk
APPROVED AS TO FORM:
•
ACIO RAMIREZ, SR., Ci 'ttorney
R:\Karen\Files\City Council\Ordinances\20061.1une 8\ApprovingBAWAContractWithHCFWSD#27.doc
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Water Supply Contract -- TreatedVNIaler
Harris Courity Fr esh Water Supply Distriet No. 27
STATE OF TEXAS §
("'OUNTY OF HARRIS
This Water Supply Contract .... Treated Water, hereinafter referred tco as the "Contract," t'S
irtaide and entered itito on the dale herein a,fter last si'veified by and between the Baytown Area
\V,,iter Authority,, as governmental apency and a body politic and coll)orate of'the State of-Fexas,
CIV11Cd, PUI-Klarlt to Chapter 600, ,kcts o f the 63rd Legislawre, Regular Session, 1973, hereinafter
referred to a' "BAVVA," and the Harris (7oLn'it,,,, Fres,,h V%later. Supply F-)Istrict No. 27, SiWfled in
Harris CouMy, Texas, having a niading
I g address of 1`1.0, Dra,,ver 5()8, Baytown, TX 77522,
hereinafter ref"erred to as the "District."
MAEREAS, BANVA has the right tInderacontract with t1`1C City 01110LISt011 tobuy Lintreated
waters from the City of HOUSt011; and
WHEREAS,BA\VAhas constnicted certain faci I I ties o.) treat anddefiver the afOT-enieniioned
uintreated water to, the DISTIUCTas Ireated water at sevcral point,.; of defivery'; and the DISTR.K.71'
has constructed Or CaUsed to be constructed certain f'acifities lo)enable the DISTRICTto receive the
aforenientioned treated water: and
WHEREAS,13MVA is desircais ofsefljnl�,,lar�;,e qLJHT1 I i ties of treated water firom such som-ce
or sources to the DISTRICT, and the DISTRX-F., sa&Jed to the tenns hereof, IS deSil-O,ILIS of
purcliasing f7roni B�AWA its treated %vater requirements aii-id
WHERFAS, BAWA and DIS"TRICT haive fourid, and dc) hereby find, that Bs WA WId
DIS'TRICT are atithorized by the laws of the State of"I'cxas to enter Into a contract for the scale of
r,vatcr upon sLich ferins and for the per�'od of time hercinatter ,,et forth; and
WHEM 1,,kS, the DI' TRIC,"f' is ,,,It,itlir.)j izecI to enter into a contract for the ptirchase oftreated
water fi-om BAWA:
NOWTI IF RETME, fur and in consideration of the,prenlises and (Ile 1111.11L1,11 covenants and
;igreCllleiltS herein contained, the parties hereto do hereby irwtually agree as follows:
ARTICLE I
1)E F-1 N I I I(")IN S
Unless a different meaning or inlent clearly appears from the context, the following, words
and ferms shall have the nieanings specified in this Article, J'CSJ)CCtj�7ely�
I J)I 'Act" nicans, Chapter 600, Acts offl-ie 63" i-egislature, Rq?,Ldar Session, 1973.
MINT A
1 JC "BAWA Contract" mearis theNVaLer Supply Contract and the C,ontract Amendiment
between the City of Houston and Bayu-nvn Area Water Authority, dated October 24, 1994,
and January 3, 2005, reSI)eCtiVC1Y. (10111CS Of'SUCh contract and amendnient are attached
hereto and incorporated herein for all irate ratan and pUrposes as Exhibit "A" and "B"
respectively.
1,03 "I _Lkrt,g"shall mean the date that DISTRICT begins receiving treated water
from BAWA under this C"ontract or the effectkte(kite hereof, whichever is later. Such date
may occur after the efi'ective date of this Contract as defined in Article IX, Provided,
however, that if'DISTRICT does not begin receiving treated water within one year of the
effective date hereof, BA%N,A shall be under no further obligation to supply DISTRICT with
treated w,,ncr,
1,04 "DISTRICT's 17aicllities" shall mean f, cilities constructed b irl y DISTRJCT to enable
DISTRICT to receive treated water.
1.05 "Contnict QUal shaH mean the maximurn cluintity of treated water fli,,it BAWA
,"Igrces to reserve and sell to DISTRfIC]" PLIBLIMA t() Secrion 2.011 herein.
1.06 "C"ontract Ter-ni" is defined in Article IXI
1,07 "Gencral Marniger" shall nwan the General Mana&.,,er of[lie Baytown Arca Water.
A,uthofity or any successor agency and all persorrs designated by [lie General Manager to
administer the sale and delivery of water to DISTIUCT.
I.08 "M'G 1)' a" is n abhreviation R:)r nifflion gallonsf water of" per (lay. As used in this
contract, "MC30" refers to a quantify of wvaater during a period of' time expressed for
convenience in terms ()f' an avenage dall.),, CILMIltity (11,11-ing a calendar- mont[i (unless a
different period of lime 'is spmficd), The vokuiie of two, NIGD f(.r)r as calend,,,ir month, for
Such Calendar rnonffi.
1,09 'Toint ,)f Deli sliall mean thlose delivery points as iradicated on Exhibit "C,"
\vII'MI is aiuiched hereto and incorporated herein for all intents and purposes, to which
BAWA agrees, to deliver treated Nvater to DISTRICT
1.1() ".2oili.t-of'Mcaisa11'ellielit" shall niean the location ofthe meter at w larch DISTRICT's
C(MISUmption of`Nvater is measured, more particularly described in Exhill-)'It "C ,
1,1 l nicans the properly, works, facilities and improvements, whether
previously existing or.to be made,constructed err acquired., VVIIIIIM Or Without the boundaries
ofBAINA, necessary
(a) to acquire surface %vatersupplies di-om sources both "?ftliin and without the
boundaries of BAWA, including parlicularly the sources provided by
BAWA's C,ontract (herein defitned),
2
o " uu ,to conservc. store, trans �
13AWA purstmit to BAWA's C11 ontract, and
Vic) to di stri 1)Lite, sell and deliver treatecl \vater to DISTFUCT Pursuant to the
terms of the Contract.
I 12 "Sei-vice Area"shall mean the areavvithin the boundaries nioreparticularly describe(J
in Fxhibit"D,,"which is attached hereto aild Hicarporated hereiii f5or all intents and purposes,
1.13 ;hall rnean die Texas Corrinussion on Environmental Quality or its
SUCCessol'.
1.14 "Water" shall mean vtable water nieetin- the mhdun,irn drinking, water standards
prescribed b�y Texas I)ej:mrtment of Health ResoUrces and 'Texas Commission on
Environmental Quality, and their- SUCCessor agencies.
ARTICLE 11
SALE AND DELIVERY OF fATER
2,01 Sub.W1 to they terrors ,'ind conclitions ofthis Contract, dUring the Cor-Araci
BAWAagsees to sell and deliver.(orcaua e to be delivered) to DISTRICT,aill ofDISTRICT'swatcl"
requirements of treated miater at the floints of DI,livery at daily rates of delivery and DISTRICT
t q lrees to purchase frorn BAWA, aH oFD1STR.ICFs treated water requirements for resale at Ow
Points of'Delivery durhig the term of this Contract, It is express y agreed to aand understood 111at
BAWA shall not be obligated to dcli%7er to IT RIC."T treated "later in excess of tile COIA-ract
QUantity which shall be the monthly average per day of 0,2384 NI GO.
2.0 he Points of L)efivery f'or treated wa(cr sold under this contract shali be designated
in writing by DISTRICT provided, however, BAWA resei-ves flie right to reject any Point o
Defivery designated by DISTRICT w,hich would affect. interfere with oi- increase the cost of any
Other facilities or Operations, which B WA might wish to construct or impfement" or plan to,
constmel oar iri-ali�ienietit,oi°Nviiicl,i ,voulld adverselyallect BAWA'sabilityto provide treated m7aler to
any of its custorners. Both BAWA wid DISTRICTagree that the, Points of Delivery shall be t[iose
indicated on Exhibit "C," which is attached lieretc and incorporated herein for all intents and
purposes. ArJditjonaHy, DISTRIC 'n)ay give Tea I" notice In writing ofany additional or change
in Poirit(s) of' I-)eli'very designated by DISTRICT, wid BAWA agrees to accept or reject Such
Point(s) of Defivery by as response in avriting Mthin thirty (30) days after BANVA's reecipt of the
notim
2,0 "Freated water may be delivered to DISTRICT' donor any source or core binatioil of
sources tiva 11,able to BAWA,
2.04 The treated water to he delivered shall meet minimum standards prescribed by the
State of Texas for mun I cipa I purposes('as such term is defined by the Tom EQ in its rules)and shall be
mly used by DI "I RICT within the SerVice Area.
2.05 if DISTRICT wishes to reserve for itself'a,,lddjtional monthly qUantities of treated
water, DISTRfCT MUSt 110617My 13AWA in writing of DISTRIC-l"s desire to do so. The G'elienal
NIanager inay, at his discretion after considering the treated water requirements of DISTRIc,'rand
BAWA's obligations arid commitmeifts, hicrease the quantity of' treated water supplied to
DISTRICT; pvc)vided, hmvever, that BANVAshall be under no obhg�I ,ition to deliver treated water in
excess of Contract Quantity, BAWA may, at its discretim, discontinue delivery of such additiomd
monthly requirernerits of treated water by giving DISTRIur thirty (30) days' Nvritteri notice,
2',06 DISTRICT' shall mvm mid be responsible for all Imes comiected to BAWA's
transmission line, beginni.rig at the point where the metcring device is installed to meter sales, to
DISTRICT.
ARTICLE Ill
CONSTRUCTION OF THE 11110JEICT
3.01 DISTRIC"I'agrees to proceed prolul,)dy with the acquisidoi-1 and construction A-.)f the
Project with monies lawfully available f6l'SUCII PUIT)OSC after obtairiing written approvah ofthe plans
a rid specifications from BA WA, flo%,e%rer, sLich,ap)roN alsl,iailluiotbe(leciiie(,Itobe fear tile, l)etiefi.
of'DISTRICT but ralherjUSt for the proection of'BAWA's system.
102 IfD]srRl("F desires to iriateriallyrevise the scope oforflieplans and specificatIOTIS
for the ProJect, such proposed revisn'ons shall be submitted to BAWA for zi,pproval. HBAWA
approves such revisiom, the ProJect shall be modified.
ARTICLL IV
RATES AND PRK I ES
4,01 DISTRICTagrees to pay BAWA's costs through the establishment of rates friar Ih
' c
p:iii°cli-,iseofti.,e,atedww!atei•,in(ibyf),iyai,ieu uIstol3A`N7/% base(f(.)�list,icl,iest,'ililislic(ii-ates, BMVAsi-mll
periodically establish rates for the 11111-Chase oftreated wamer. 1311firig at the rate for,%vater as specified
hereMbelow shall not comrtience until the effectivc (late ofthis, Contract.
4,02 Whenever DISTRICT's,consulription shall exceed Contract Quantity by teri percent
1-01,NO), a five percent (51,�) surcharge shall be cliarged agminst that portion offlie consumption that
exceeds the Contract Qwaiility- FIrovided, however,this surchax.ge shall not apply toarly increase ara
the quantivy of treated water gramed b% the Guend Man�lger pursuant to Section 2.05 herec�f.
4,03 All water sod ajid dellvered 1)), BAWA to DISTRICT for which DISTRICT is
()bligated to pay hereunder sliall be sold to DISTR.Jur at the rate of$l-.29,,12er one thousand galloms.
4
4.04 The LH1101111t of water delivered to DIS'FRICT sliall be nicasured by the meterjng
equipment located ait the point ofdelivery,
4.05 Additionally, DISTRICT understands and agrees that BAWA may at any niiaie, by
order dryly enacted,increase car chaidle the,price,or prices l'ortreated water as set forth in this article-
provided,however that except where in independent ratc,,.'inalysis condUCtL,C1 by a qualified Concern
indicates that certain rate increase is required, the price or prices for treated vlrater shall not be
increased percentigewise to Dls'rrocr during any twelve (12) morith period of this contract in
excess of'the percenta,pe rate increase in BAWA's water rates to other purchasers of treated waiter
during the Same, period,
ART]CLE V
11-E,PORTS
5.01 Within fifteen(15)clays after the end of each (lWlrterly period durn-ig the term of thi's
("',ontract, DIS'FRK 'T" shall furnish '11,AWA with as starter writ under oath showing [he quantities and
sources of all water for use or resale by DISTRICT,
ARTICLE Vt
N117,�SUIZING EQUII)ME'Wr
6.01 At its own cost and exImise, DISTRIQ'I" sh4all furnish and install at the Point of
Delivery hereunder, il=SU ring eq u ill p ment propedy equipped with meters, totalizers anddevices of
standards typc fbi- measuring and recording accurately the quantity of water delivered under. this
Coi-O:ract. Tbe meters shall have as caliaciLy Cor nicasurinc, the quantity rife aater delivered within an
accuracy tolerance of two Percent (2'�,`o) plus or minus k)r as I'dven rate of"flow, Such measuring,
ecp,npment shall be apProved by BAWA and afterBAVVA's, approval of the installation, same sfiafl
becorne property ofBANVA.. All nICcISUT'1IAg equipment shall be owned by BAWA, even v,'hen
purchased by DISI JUM"', and all meisuring equipment sh,11 I be, located at the Point of Delive'rytis
shown on Exhibit "C" At its own Cost and expense, DISTRICT slic--ill also install, operate and
rnaintain as required by BAWA, pressun'le re-Ulating devices, and eqUiPTTICIA. "FlIese pressure
regulating devices and equipment sliall remain the property of the DISTRICT, brat shall be approved
by B A\VA,
6,02 During all reasonable hours as determined 1,,)y the General Manager in his scale
discretion,BAWA,the C"Ity of Houston,and (lie Coastal Watei-Authorit)i of"I'lexas shall have 1.1cc(ISs
w the measuring eqLdfTnCIIL DISTJ�W'T may acccss to all retards pertinent to detemining the
measurement zind qu,"Intity of treated water actually delivered hereunder:, bun the reading Of'' the
MCaSUrmg equipi-nent for puij)oscs ofbilling shall be done by BAWA
6.03 After tipproved installation thereof, BAWA shall maintain the meaSUring equipment
\vithin the accuracy tolerance specified in Section 6.04 1)),periodic tests. BAWA shall conduct such
tests, at least onec every twelve (12) months and shall nolify DISTRIC'I" at least fofty-eipht (48)
h(MrS ina&311Cc ofthe time and location "a �vhicfi, tests are to lie made. BAWA ag-reel to properly
test Said ri'leasuring, equipment at BAWA"s, cost when reCjUeACd t()do SO by DISI'RICT once every
tivelve (12) months. If DISTRICT requests an additional test within twelve (12) months, BAWA
shall charge DI TIC. an amount equal to BAWA's costs to perform i such test unless the test
reveals that the equipment registers one hundred two percent(102%)or more for a given flow rate.
In addition,DISTRICT shall have the right to independently check, at its own cost, said measuring
equipilient at any time upon forty-eight (48) hours" notification to the General Manager and
opportunity for the General Manager to witness svich tests.
6.04 Should any test of the measuring equipment in question show that the equipment
registers either snore than one hundred two percent(102%)or less than ninety-five percent(951/'0)of
the water delivered for a given flow rate, the total quantity of water delivered to DISTRJCT wi I I be
deemed to be the average daily consumption as measured by the measuring equipment when in
Working order, and the rneter shall be calibrated to the manufacturer's specifications(in the case of
Venturi meters) or the A'XNVA 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, fc)r a period extending back to the
Last test of the measuring equipment or one hundred tNventy(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 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:
(a) the total quantity of water delivered during the preceding period(usually a calendar
nionth) as reflected by the totalizer, converted to gallons per minute;
(b) high, low and intermediate rates of flow in the flow rate, as reflected by the flow
recording devices;
(c) the applicable Contract Quantity for the current period, visually a calendar month,
converted to gallons per minute; or
L�
(d) AWWA-specified test flow rates for that size and type of meter.
6.05 In the event of a dispute between BAWA and DISTIUCT as to the accuracy of tile
testing equipment used by BAWA to conduct the accuracy test, an independent check may be
inutually agreed upon between DISTRICT and BAWA and shall be conducted by an independent
measuring equipment company suitable to both DISTRICT and BAWA. The cost OfSUch test shall
be at DISTRICT's sole expense.
6 06 DISTRICT may Install, at its own cost and expense, such check meters in
DISTRICT'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.
6
ARTIUE WWII.
BILLING AND PAYAIENT
7.01 As used in this Article VII, the term "day" shall mean a period of twenty-f0l.ir(24)
consecutive hours beginning at a mutually agreed-upon time,on one calendar day and ending at.the
same tirne 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.
7.02 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 tinie, or as
near thereto as practicable.
7.03 The quantities of treated water for�vhich payment is due by DISTRICT hereunder in
any month shall be the 'total quantity of treated NN,,ater delivered to DISTRICT in such month
determined by the measuring equipment described in Article V1 hereof
7.04 BAWA shall bill DISTRICT at DISTRICT's address within ten (10) days after the
read date by a staternent showing the quantity of�vater 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 da-
y after receipt of such statement.
7.05 Should DISTRICT 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 DISTRICT
shall be deemed to be in default.
ARTICI.�E N1111
TITLE'r0 AND RESPONSIBILITY FOR)VATER
8.01 As between BAWA and DISTRICT, BAWA shall be in exclusiNre control and
possession of, and solely responsible for, all treated Nvater deliverable hereunder and solely
responsible for any damage or injui-
�1- y caused thereby until the same shall pass through the Point of
Delivery and thereafter, DISTRICT shall be in exclusive control and possession thereof and solely
responsible for any injury or damage caused thereby.
8.02 BAWA MAKES NO WARRANTY,EXPRESS OR IMPLIED REGARDING THE
QUALITY OR DELIVERY PRESSURE OF TREATED WATER, rNCLUDING THE I.MPLIED
WARRANTIES OF MERCHANTkBILITY AND FITNESS FOR A PAR-TICULAR PURPOSE.
8.03 With respect to all water handling -facilities located between the Point of Delivery
and the Point of Measurement, BAWA and DISTIUCT specifically agree:
Ial that all such facilities, other than the measurement equipment itself, shall be and
remain the property of'DISTRIC"I' subject to, the terms of this Conti-act;
7
(b) Mat DISTRICT AM] take all reason able sups to niaintain such facilities and to
prevent leaks or discharges ftom such facilities;
(c) that DISTRICT'shaH repair any such leak or discharge at Once upon receiving notice
thereof and pay 1)A%KA the price of any Nvawr lost by reason of such as leak or
discharge;
(d) that DISTIZICT shall coiTect or repair any dunmge c,aused by any such leak or
diwhaMe and shall hold BAWA harmless Frc)rn and against any such, daniage and
claims therel"bre;
(e) that DISTRICT AN]! alter or relocate, at its We cost, an), such facilities whenever
13AWA shall ivasonally request iri writing that the same be done; and
(1) that DISTR.K,"T shall pamMAY mmove such Acilities and resWre thud loco6ons to
their pre-elsting condhions whenever this Contract is no longer ill efl"M and
BAVVA so raNW in wridng,
AR"rICLE IX
TERM
This Contract shall be In flurce and of beginnIgon the We of execultion by BANVA until
December 11, 2023, at 8:00 ami,
ARTICLE X
P1111FORNIANCE BY 13ANNIA ail I) DIST'RIC7
10AM BAWA covenants ;'indagrces Mt it MH not contract for the sale of water to other
users tca such an extent or For such clumWes as to iinpair 13MVA's ability to perfori-n fully and
punctually its obligations to under this Conlract In case orternporai3i shortage orwater,
notwithstanIng BAWA's complAnce Yvah the por6ons afth is Article X,BAWA shall distribute the
available supply as provided by the Aws cruse state orrexas, particulady Section I M)39(a)ofthe
Texas Water Code, as, amended,
1012 Pursumitto the Amen(knory(-,',ontract entered into by the City offkatston and le San
Jadnto 11hTr Authority, which is inc oilcuawd hacin by this relbrence, DISTRICT coven aunts and
agmes that it AM Wke tremed uwwr Ar the ptiqiose of chsVibmion Mrough its spenj mum such
u,vatcr shall be used for nuilcilml pwyows (as such tenn is deflined by TCEQ Rules, clurremly in
en' ct or as bereinafter amended) and for no other Iniq3oses. DI STIZICT covenants and agrees that
such ti-cated waler shall be Ad, In Crib aged or used and alai wdy consumed only for wsidendal
hol"Isc-hold or other strictly 1!111111 ici pal purposes exclusively MON We Service Area. -No extension of
these boundaries may be nmde by INSTRICT svithout written consent of BAMIA as well ,,is the
wriucti consent of the San Jach-Ho RiverAuthorij and Ciy Ot'l IOUS[Cm, when required purstiant to
8
the Water Supply Contract betweeri the City of Houston aild BAWA, dated Oi ctober 24, 1994
D I STRI(""Tagrees to iriclude covenants sitnilar to those contained in this Section 10.02 in any sales,
or contracts for sale of water by D]STRICT to any other entity, DIS11"]("II" a,grees to submit the
wording ol'such covenants to BAWA for the written approval of 13AWA and all other required
entities prior to entering into SUCII contracts.
ICI RICT understands and agrees, that BAINA, the City of Flouswn and/or the Sall Jacinto
River ALItIlOrily may enforce the covers ants contained in Section 10.0 herein by ,in action brought
directly against DISTRICT, In the event that BAWA at d)or the City of'HOLISIDII maintlains any legal
proceeding to enforce SUCII Covenants, DISTRICT aareestea it denini fy BAWA and/or the of
Houston in thearnount ofall expenses relating to the legal proceeding, including,but not hinited to,
CO MS OfCOUTI aarrcl rVaSOIIZIWe attorneys' fees.
10A)3
and the City offlouston, BAWA may be liable to the City ofHouston and/or the S,,in Jacinto River
Authority for monetary darriages in the event tha I S'TRICT for auy purchaser of water frorn or
througli DISTRICT) rails to conlply, with the restrictions and liniitations on the scale ofwater sei out
in Section 1 O 02 herein, DISTRICTacknoAvledges that such nionetary d.,inrages WOUICI anlOUI)t to
seven(y-firve pereent (751�,Io) of the consideration or revenue received by BANVA for the estimated
aniount of water distributed, sold or used in viohafion of such NO-iCtiOTIS 01- lilnifafiMS, PIUS all
litigation expenses, reasonable attorney's fees, and all other remedies, av ailablc to the City of
Houston ancl/or the San .1acirito River Authority, DISI"RICT hereby agrees to lotafly inderrinifv,
def'end, and save BAWA li,,irinless, frorn and against any such expenses and liability which BAWA
inight incur or any loss BAWA Might Suffer, as as result of any fiadure by Dls,rR.ici,,, or any
purchaser of water from or through DISTIZICT, to comply xvith such restriction and lirnitation.
DISTRICT agrees Ihat in the event that Dls,'rR]CT furnishes or sells w-ater or water set-vices to as
third party that in turn will furnish vvatcr to the ultimate consurner, I)ISTRICT shall include
covenants in any such sales or contracts for sale of water to such third party(ies) to ensure that said
other eiitity('Ics) ,N;vjlllikevvisciiidei!,iinif'.��,lioldliaiiiiiess, ,angel del"eiidBA\%(A. DIS"FRE'-.'T agrees to
submit the xvordin , of' such covenants for the approval of BAWA prior to entering into such
contracts.
DISIRI("F aac k'nowl edges that according to the ternis of0ic contract between flic City of
Houston and the San lacinto R�),,er Authority, the Cihy of Houstcin may be liable to the San.facinto
River Authority for rnonetary,ckirnages in the event that DISTRIC-F(or any purchaser of v.,ater from
Or through ENSTRI(11) fails to cornply ivith the restrictions and linikaticais oil the sale (if kvater set
out in Section 10.02 herein, 1)IS'T'RIC""f'acktie rledces that SLICII 11101KIiry darnages would arnOLIFIt
to seventy-five p et-cent ('75111110 of the consideration or revenue received by the City of foi Houston -
the eStITnated ai,nour�t of water distributed, s6d or used In v)(flation of such restrictions or
limitations,plus all litigation expenses, reasonablc attorney's fees, and all other reinedies ilvailable
to the S,,,i�iJacitilolCivea-ALathi<.)rity, DISTRICT hereby agrees, to fiffly indernnify, defend, and save
the City Of FIOLIStOrl II.ArInless from and against any such expenses and liability which the City of
Houston might iTICUr Or any- loss the City of Houston might suffer, as a I'Mill of any failure by
DISTRICT, frorn or through DISTRICT, to comply Nvith such restrictions
and linlitations. DISTIZ K."Tagrees that in the event thane DISTRICTIurniches or sells water or w,,Iter
services to a third party that in turn will furnish water to the ultirnate consumer, DISTRICT shall
include covenants in any such sales or contracts for sale of water to SUCh third party(ies) to ensure
that said other entity(ics) will likewise inderrinify, hold harmless, and defend the City of Houston,
DISTRICT agrees to submit the wording of such covenants for the approval of BAWA and the City
of Houston prior to entering into such contracts.
10.04 DISTRICT agrees to inaintain, 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.
DISTRICT shall bear all costs of maintaining and supplying such emergency sources of supply.
ARTICLE XI
ENVIRONMENTAL CONSMERATIONS
11.01 On or before the first anniversary of the effective date of this contract, DISTRICT
shall approve, implement and throughout the tenn hereof remain in full compliance with a water
conservation program,including,but not limited to,a drought contingency plan, in accordance with
the requirernents of the TCE . Such plan (and any amendments thereto) shall be submitted to the
appropriate authotity as required by state law for review and approval. In the event that the TCEQ
adopts new requirements, DISTRICT shall adopt an amended plan and submit the same to the
appropriate authority for review and approval.
11.02 DISTRICT agrees that in the event that DISTRICT 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 con seiwation shall be nwt through contractual agreements between
DISTRICT and the third party, providing for the implementation and continued compliance ivith a
water conservation program consistent with the requirements of the TCEQ.
ARTICLE X11
REMEDfE'S UPON DEFAULT
12.01 In the event of any default by DISTRICT in theperfori-nance of any ofDISTRICT's
obligations hereunder which shall continue for a period of thirty (30) days or more, BAWA shall
give written notice to DISTRICT specifying the matter with respect to which DISTRICT is in
default and requesting that the same be remedied with promptness and dispatch. In the event
DISTRICT, within forty-five (45) days after the mailing of such notice by BAWA, has failed to
rernedy the matter in default, BAWA inaysuspend further delivery of treated water to DISTRICT
hereunder; and in the event such default on the part of DISTRICT continues for an additional thirty
(30) days, BAWA may, by an additi0flal written notice to DISTRICT, cancel and terminate this
contract, whereupon all rights of I)ISTIUCT and all obligations of BAWA hereunder shall tenninate
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,
12.02, During any monthly period in which BAWA is unable to deliver to DISTRICT,
DISTRICT's daily requirements of water, whether as a result of temporary curtailments resulting
10
frorn temporary shortages as provided in Section 10.0 I hereof or of"force n'iajeLv-e as provided in
Article XIII hereof, D[STRIC"I' shall be obligated to pay, BAWA only for the quantities of treated
water aCtUally delivered to DISTRIC f' under this contract during sLich 'n-ionth. During any such.
period, DISTRICT shall be free to obtain treated water fh')m other sources.
1103 The fial I Lire of either party to insist in any one or iriore instance upon perforrnance of
any of' the terms, covenants or conditions of th is Contract, slmll root be construed as a waiver or
relinquishinent of the future perfomince of any stuch term, coveriant,or condition by the other party
hereto,but the obligation Of S Uch other party with res pect w f6 tore performance shall con tin Lie in f`u I I
1"orce and effect.
ARTICLE X111
FORCE MAJEURE,
13,O I ta the event either party, is rendered iniable, wholly or in part, b.y force majenre to
carry out any of its obligations under dams Contract other than the payment ofnioney,orinthe event
DISTRICT is rendered unable, uvhoHyorin part,by force nuticurev.,ioperate DISTRICT'sfaeflities,
it is agreed that on such party*s giving m"Aice and full partictdars of such force maJeure ill writing or
by telefax Or telegraj:.)h to the other party as soon as possible of the occurrence of the cause relied
t,qion, then the Obligations of the party given such notice, to tl-ie extent it is affected by force majeLIN
arid to the extent that clue diligence is being used to resume perfonnance at the earliest practicable
time,shall be suspended during the confintiance of any inability so caused as to the extent provided
but for no longer perlod. Such cause shall as fin as possible be remedied with all reasonable
dispatch.
13.02 The terin "force rnjeLire"as used herein, shall include,but not be pimited to, acts of"
God, strikes, lockouts, Or other in&istrial disturbances, acts of the public eneiny, war, blockades,
41SLH-rections, riots, epidenlics, kindsh(fes, lighting, callh(lUakes, fires, storms, floods, washouts,
dronghts, tornadoes, hurricanes, arrests and restnaints of government and people, explosions,
breakage or damage k)machinery, eqmVinent,pipelines or canals,and any other inabilities of either
party whether sifliflar to those CnUinerated or otherxvise and nc)t within the control of the party
Claflnling SUCII inability' which by the exercise of duc diflgence and care stich Party could not have
avoided.
13.03 It is understood ariclagreed that the settlejrien o fstrikes or lockouts shall be entirely
within the discretion of the party li,,tving the difficulty and the above reClUirement that any roree
Majei.lre be remedied miilh all reasonable dispatch shall not require tf�ue setdernem of strikes or
lockouts by acceding to derriands offlie opposing party when mich course is inadvisable in the
discretion of the inm.y havin the diffilCulty,
13,04 DISTRICT shall not be gi,mranteed amy specift quantity or pressiire of water
'Whenever BAWA's treated water snpply is limited or when BAWA's eqnipni,ent n-lay become
inoperative due to L)T1f6V-csLen breakdo%vn or scheduled nittint(,.-nance and repairs,and BAWA is in.no,
c,,.ose to be he to any liability for failurc to furnish any Specific amount or pressure of water,
13,e,\WA agrees that it will attempt to i'make any necessary reparrs or adj List n-ien Is to its
ts equi'I'mient
I I
,,vithin reasonable tinies ri'lutrudly mgreeable to both patlies. It is further agreed drat, BAWA may,
without liability ofdet'cault,inlerrujit Its set-vices hereunder to make necessary alterations,to or repairs
in its fiacilihes, but only if such interruption cannot otherwise reasonably be avoided. BAIWA shall
schedule interruptions iii advance of consultation with DISTRICT
ARTICLE XIV
ADDRESS AND NOTICES
14.01
and shall rernain as follmm
Baytown Area Water Authority
Attn: General NIanager
F.O. B,ox 424
Baytown, Texas 77522,
Until BAWA is otherwise notified in writing by DISTRICT,the address ot'DIS TRIO 71sand
shall remain as follows:
I-Jarris Cc urity Fresh Water Supply District No. 27
Minn: ]"resident
110 Drawer 508
Baytown, TX 77522
14 02 All writteiir'iotic es,stt.iteii�ieiiis,aiidpa.),,mciilsl'CCILlirc:d car'l)ci,-iiiiit(,,dt,obegiVCu�ILI]ICle,]-
dais Contnact frorn one jxirty to,fire other shall be deemed given by telefax or the deposit in a tjrtite(l
States Postal Service rmi1lboX OF FCCUPWIC110 Of Cellified or registered mail, with Proper postage
affixed therelo,addressed to the respective otherparty at the address set fbrih �above orat sudi Other
address as the parties respiectively shall designate by written notice.
AR11CLE XV
MISCELLANEOUS PROVISIONS
15.0il
but:shall not otherwise be assignable, in whole or-in 1:-,kail, by either party w\,ithout fii r-,;t obtaining I lie
vl%Titten conserat offfie other: provided, however, that DISTRICT shall have the right, without any,
eonserit ofBAWA to pledge or otherwise assign DISTR.IC IT's rights hereunder to the exten reqUired
by ,,,irty mortt age, kleod ciftrusl or ollicr sh'Fiflar agreement to whid"i DISTRICT may bc,or herezifter
become as party; provided that, DISTRICT's successor or. assig,nee, as the case may be, rs a
responsible jxrson or entity and shall (by operation of law or otherwise) CXl`.VCSSly ISSLIT11C
DISTRICT's obligations het-CLIMICT; and provided,fin-ther, 1-iowever,that m) sraec csscar car.arssrFxraee of
DISTRIC71'sh.,fll be entitlecl to receive water or sell water to as third partyundier this Contract unless
and until the ity of Houston and the San Jacinto River,Authoriiy give their written consent to such
assignmel'IL
'15.02 111 iis (."ontract sh,'ill be R',)r flie sole and exclusive I-,senefit of 13A%V.A and DISTRIC'T
and shall not be construed to confer any rights upon any third Party,except as expressly provided in
Article X, BAINIA shall never be subjcct to any liability ii!,i darnages to any etistorner of D ISTRICT
f'or any ficlilUret() perform under this Contract,
15,03 This Contract shall be subJect to ll present and future valid haws, orders,rules and
regulations of the Lhuted States, of America and the State ofTexas, and of any regulatory b�ody
having jurisdiction.
15.04 Tliis 'uii:sti-Linieritco:iitaitis all ti-icagreeji,,�uctitstiiadebetweeritlicii,,,,,triiescoiiceriiirigtlie
sale and delivery of\vaterTay 13AWA to DISTRICTat the Point of'Delivery set out in this Coritract.
This Contract supersedes any prior negotiations, agreenients, or understandings relating to the
subJect matters hereof, including the Wholesale Water Supply(_"ontract dated February 1, 1983,and
all amendments thereto.
1 5M5 'The construction, interl,)relation and perforniance of this Conti wt shall be governed
by the 1mvs of the State of Texas, and venue shall he in HarTiS C",0unty, Texas,
15.06 All parties agree that should any of this Contract be deternurled to be
unvalid or unenforceMc, such determination shall not afkct any,other tcrTT1 of diis Contract, which
shall continue in full force and efflect. The parties agree that this A�,,reement shall not be construed
In
in favor of oi-against any party on the basis that the party did or ch d not author this Agreement.
l 5,07 Each party has the full power and authority to enter into an(] perform this Contract,
and the person sigril I I g this Contract 011 behalf of each party h,,,is been properly authorized and
einpowered to enter into this Contract, The persons executing this Contract hereby represent that
they have auffiorization to sign on bchall'oftheir respective entities.
15.08 The parties,acknowledge that they have read, u ndersta nd and intend to be bound by
the teriti,s, and conditions of this
[N WITNESS WHEREOF, the parties hereto have executed this contnact as of the day of'
20�06, in ni'ul(iple coj)ies each of' which shall be deerried to be an
orighual, but all of'which shall constitute but OTIC alld the same contract.
BAYTOWN AREA NVATER AUTHORITY
ROBER"I" L. GILL.FFTE, President
ATTEST:
........................
PETF'.',R R. NZ, Secretary
APPROVED AS TO FORM'
IGN CIO Ida M:IRE , SIB., General Counsel
HAIU11S C OUN'FY Y'I I S11 WATER LEI:PL
DISTR.IC"T NO. 27
f, m.
Signature
Prrntcd Name
u
Title
STATE O TEXA
COUNTY CAP HARRIS
Before me Je,-.1 the undersigned n to p,urlal1 , one this day.
personally . l 1 � cspreYyas-, la rlsc
County Fres 'at lWI aTrstrat No, ?-kraown to rye
proved to nee on the Grath of or
proved to me through his/her current
l-
.. .�. trr
Ide.scrip�ticrn f identification car or other document ent issued by the federal
government or any sate government that contains the photograph and signature of
the acknowledging person�
(check one)
to be the person whose name is subscribed to [lie foregoing instrument,and acluio vledged to me that
he/she; executed that instrument for the purposes,and consideration therein expressed.
Given under my hand and seal of office this_ d,/day of�. °'E�F.':_.. m' 2006,
4k 0
y tart' Public in and for the tate,o T� s
My
14.
My collin-lissioll expircs: . � -——-----------
APPROVED TO CC)NI'ORMING TO
R[.,'(-,)(JIREN4E'NTS OF (.--'(,)NTRACT
NO. 34739, SECTIONS 9,2 AND 93:
—.................. ........
ARJURC) G. MICHEL, C ity Attorney
C1,1"y oj,�, I IOUSTON
R, K=W Comracts 2006� fa risCoum"ll"I
15
August 8, '1994
WATER SUPPLY CONTRACT BETWEEN
THE CITY OF HOST AND
BAYTOWN AREA WATER AUTHORITY 34739
THE STATE OF TEXAS §
COUNTY O,F HARRIS §
THIS CONTRACT (this "Contract") 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 Couinty, Texas (heTeinafter called "'Seller"), and the Baytown Area Water
Authority, a governmentall entity and a body politic and corporate which is SitUated and has its
principal office at Baytown, Harris County, Texas 0-wreinafter called "Buyer"),
W FIEREAS, Seller has the right under certain water permits to divert waters from the Trinity
River Basin, the Lake Livingston Reservoir, and the Wallisville Reservoir, and away acquire water
rights in other basins and reservoirs; and
WHEREAS, Seller has constructed and is constructing certain facilities to enable delivery
of the aforementioned water to Buyer at a single point of delivery and Buyer has constructed
certain facilities to enable Buyer to receive the aforennentioned water, treat it so as to make it
potable, and distribute it; and
WHEREAS, Seller desires to sell large qUaintilies of Untreated Water from such source or
sources to Buyer arid Buyer intends to purchase its Untreated �Valer requirements from Seiler for
treatment and resale; and
WHEREAS, Seller arid Buyer 1iave found, and do hereby find, that Seller and Buyer are
authorized by the Lavvs of the Slate of Texas to eroer into conwfacts for the sale of water upon
such iern-)s and Iof 1he period of lime as are hei,einaller set forfl-i, tind Seller and Buyer specifically
FI RAC,"A"M",I 016�,
................,
contemplate the provisions of Tex. R,ev, CN. Stat. Ann, art. 441 3(32c) and Tex. Loc,, Gov't Code
Ann, 402,021, as they have been enacted to the date of this Contract, in making these finoings;
and
WHEREAS, Seller has entered an amendatory contract with,the San Jacinto River Authority,
which grants Seller conditional permission to sell water to Buyer upon payment to lthe San Jacinto
River Authority the sum of Fifty ($50,00) Dollars per day during the term of this Contract,
NOW, THEREFORE, for and in consideration of the prernises and the mutual covInants and
agreements herein contained, the parties here-to, do hereby mutually agree as follows,
ARTICLE 1.
Definitions
ti
AS Used in this Con-tract, the following terrns are intended and used herein and shall be
construed to have meanings as follows:
(1 l The term "Beginning Date" sl,-iaUl rnean the date that Buyer begins receiving
untreated Water frorn Selder under this Contract or the effective data hereof, w�hichever is
later, Stich data may occur after the effective date of this Contract as defined in Article
Vill, Provided, however, that if Buyer does not begin receiving Untreated Water within one
year of the effective date hereof, Seller shall be Linder no further obligation to supply Buyer
with Untreated Water.
(2) The lemi "'Buyer's Facilities" shall mean facilities constructed by Buyer to enable
Buyer to receive Untreated Water.
(3i The lerrn "Contract Quantity" shall rnean the maxin"wirn quantity of Untreated Water
that the Seller agrees to reserve and sell to Buyer pursuant to Section 2.1 herein,
(4) The lerrri "Conlract "Team" is defined in Article V111,
(5i The term "Director"" shall mean, the Director of the, Deparinient of Public Works and
Engrneerjng of the Cily of HOLAston at any successor departrnent and all persons designated
by the Drectot to adnflnhsler She sale and delivery of Untreated Water to Buyer.
C'H 14_0 N T k A CT I"N F 10 16 E
ti
(6) The term "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 VOlUnie of two MGD for a, calendar month, for
example, is calculated as follows: Two million gallons rnuftiplied by the number of days, in
such calendar month.
(7) The term "Point of Delivery" shall rnean the location, in Texas coordinates, to which
Seller agrees to deliver Untreated Water to Buyer more particularly described in Exhibit "A"
atta6hed hereto and incorporated herein for all purposes.
(8) The term "Point of Measure merit" shall mean the location, in Texas coordinates, of
the meter at which Buyer's consuniption of water j:s measured more particuiarly descdbed
In Exhibit °" " attached hereto and incorporated herein for all purposes.
(9) The term "Surface Water Source" Shall mean those water rights in reservoirs,
basins, and other facilities now owned or hereinafter acquired by Seller and shall be
modified by any water rights hereinafter acquired or deleted at the sole discretion of the
Seller.
(10) The term "'Surface Water Systern" shall mean all facilities and Surface Water
Sources now owned or hereinafter acquired or constructed by Seiler for the purpose of
supplying Untreated Water.
fl 1) The term "Sur-face Water Syslen-u Costs" shall rnean all costs budgeted for
expenditure by Seller in Seller's annual' budget as approved by Selller's goverininq body or
actually incurred by Seller in acquking, constructing, firruancinq, administrating, operating,
and maintaining the Surface Water Systern and z,c reasonable aHovvance for depreciation anci
resp9acerrienl of the Surface Water Sysiern.
(12) The lerni `TNRCU shall mean the Texas NaILRal Resource Conservation
Commission and its successor.
F:U,A)�4054eUJHM CON I RAC T I S
trU
(13) The term "Untreated Water" shall rnean water supplied to Buyer from basins and
reservoirs, whatever the source, which has not been treated in any manner,
ARTICLE 11,
Sale and Del Lve!Ly qf Water
2,1 Subject to the terryis and conditions of this Contract, during the Contract Term Seller
hereby agrees to sell and deliver to Buyer arid Buyer agrees to purchase! from Seller Untreated
Water at the Point of: Delivery shown in attached Exhibit "'A"' at daily rates of delivery as may be
needed by Buyer; (provided, however, that under no circun-istances shall the Seller- be obligated to
deliver to Buyer Untreated Water in excess of the Contract Quantity of 11.9; MG
2,2 Buyer agrees to purchase at least 90% of its water requirements,,from Seller as
required under the Code of Ordinances. Any change lo the location or existing connection facilities
must, be approved both by Buyer and the Direc'tor.
2,3 Regardless of the Surface Water Source as defined by, the Seller at any tirne,
Untreated Water may be delivered to Buyer from any source or combination olf sources available
to the Seller.
24 Untreated Water delivered! by Seller to Buyer shall be used; only for municipal
purposes (as such term is defined by the TNRCC in its rules), arid such Untreated Water shall be
used only within Buyer's service area shown an Exhibit "B."
25 If Buyer wishes to reserve for itself` additional monthly quantities of Untreated
Water, Buyer must notify Seller in; writing; of Buyer's desire lo do so, The Director may, at its
discretion after considering the (Jntreated Water requaemenis of the Seller and its obligations and
c�ori,lmjtnientss, incuease the qUat'llity of Untreated Water SUpphed to Buyer;! provided, however, that
Seller shall bru Under no obligation to deliver Untreated Water in, excess of the Contract Quantity,
Seller may, at its cfiscretjon, discontinue delivery of such additional mon-thly requirements of
Untreated Maier by giving Buyer 30 days written notice.
-4-
ARTICLE Ill.
Rates and Prices
'3.'1 (a) The charge for all Untreated Water, sold and delivered by Seller to Buyer shall
be calciflated in accordance with the rates for untreated water customers as set forth in, Article
ll, Division 2, entitled "Untreated Water," of Chapter 47 of the Code of Ordinances of the City of
HOUston, as amended, and as such provisions may be amended' in V"ue future, incorporated by
reference as fully and completely as if copied herein in full.
(b) Billing at the rate for Untreated Water shall not cornmence Until the Beginning Date
of service oh oir after the effective date of this Contract.
(c) Whenever Buyer's COnSLYmption shall exceed the Contract Quantity by 10 11/6, a 5%
surcharge shall be charged against that portion of the consumption that exceeds the Contract
Quantity, Provided, however, this surcharge shall riot apply to any increase in the quantity Of
Untreated Water granted by the Director under Section 2.5,
3.2 Additionally, Buyer understands and agrees that Seller may at any time by ordinance
dUly enacted, increase or change the price or prrices for Untreated Water as set forth in the Code
of Ordinances.,
13 Buyer mcognizes Seller owns and operates an extensive surface water systern and,
will continue to add capacity to such system by acquisition ar)d construction of new facilities and
water rights and agrees that the cost of providing Untreated VVater shall be recalculated
periodically by Seller, taking into account all Surface Water System Costs, regardless of the point
of delivery.
ARTICLE W,,
Repqrtc
Within thirty days after the end of each quarterly period during the term of this Contract,
Buyer shall, furnish Seller with a statement under oath showing: the quantities and sources of all
water ,O) used or sold by Buyer to its custorners and 12) all Untreated 'Water received from Seller
during such quarterly period.
ARTICLE V.
Measuringjc,wipment
5.1 All measuring equipn-uent shall be owned by Seller, even when purchased by Buyer,
and shall be located at The Point of Measurement as shown on Exhibit "Am'. 1' t
5,2 During all reasonable hOUrS, Seller, Buyer and the Coastal Water Authority of Texas
shall have access to the measuring equipment. Buyer rnay have access to all records pertinent to
determining the meaSUrernent and quantity of Untreated Water actually delivered hereunder, but
the reading cif the measuring equipri'ient for purposes of billing shall be done by Seller,
5,3 Seller shall maintain the measuring equipment within the accuracy tolerance
specified: in Section 6.4 by periodic tests. Seller shall conduct such tests at least once every
twelve 0 2) months and shall notify Buyer at least forty-eight l48) hours in advance of the time and
location at which tests are to be made, Seller agrees to propedy test said measuring equipment
at Seller's, cost when requested to do so by Buyer once every twelve (12) months, If Buyer
requests an additional test within twelve (12) months, Seller shall charge Buyer an amount equal
to Seller's cost to perform such test unless the lest reveals that the equipment registers one
hundred anci two (102%) percent m n-iore for a gk,,en flow rate. In addition, Buyer shall have the
right to independently check, at its, own u-.,,ost, said rneasuring equipment at any time upon 48 hours,
,°uotificaiion to the Director and opportunity for thf.,,, Daector to witness such tests.
-6
5-4 Sh,ould the test of the measuring equilornent 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 Untreated Water delivered to
Buyer will be deerned to be the average daily consurription as measured by the measuring
equipment when in working order, and the meter shall be calibrated to, the Manufacturer's
specifications (in the case of Venturi meters) or the AWW'A specifications (for all other types of
meters) for the given rate ol flow, or replaced by Seller with accurate measuring equiltnent that
is tested before it is placed in service, This adjustr-nent 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 fast test of the measuring eqqipnipnt or one
hundred twenty 0 20) days, whichever i:s shorter.
As, used in this paragraph, the expression "'given rate of flow" Means one of the following
selected by the Director for each calibration or test:
1 the total qUantity of Untrealed Water delivered during the preceding
period (usually a calendar nionth) as reflected by the lotalizer, converted to gallons,
per minute;
2) high, low, and intermediate rates of flow in the flow range, as
reflected by the flow recording devices;
3) the applicable Contract Quantity for the current period, usually a
calendar n-ionth, converted to gallons per minute; or
4) AWWA-specified test flow rates for that size and type of meter,
5,5 In the event of dispute between Seller and Buyer as to the accuracy of the testing
equipment Used by the Seller to conduct the aC,CLIrZiCI? IPSI, Fin inde,,j,)endent check n')ay l,,)e mutually
,3grir,ed upon t)elv een Buyer arid Seller to be conducted by an independent meaSUring equipri'lem
company suitable to both Buyer and the Director, The r.,,osI oaf' such test will be at Buyer's sole
expen e,
-7-
5.6 Buyer may install, at its own cost and expense, such check meters in B,uyer's pipe
line or,canal as may be deemed appropriate, but Seller shall have the right of ingress, and egress
to such check meters during all reasonable hours; provided, however, that billing cornputations,
shall be on the basis of the results of the measuring equipment set forth above.
ARTICLE V1.
Billing and P`AyM_e:nj
6.1 As used in this Article Vl, the terrni 'day' shall rnean a period of twenty-four
consecutive hours beginning at a rnutually agreed-UpOn time on one calendar day and ending at
ille same time on the next succeeding calendar day, and the term, "month" shall mean a period
beginning, at 2 Mutually agreed-upon time on the first day of a calendar month anq enoing at the
sarne tInle on, the first day on the next succeeding calendar monith,
6.2 The measuring equipment shall be read on the day at the end of each month for at
such other period of frequency arranged between the parties) and at a miuluiallly agreed upon time,
or as, near thereto, as practicable.
6.3 The quantity of Untreated Water for which payment is due by Buyer hereunder in
any month shaU be the total' quantity of Untreated Water d�elivered to Buyer in such month as
determined by the rneaSUring equipment described in Arlicl�e V hereof.
6,4 Seller shall biH Buyer at Buyer's address within len, days after the read date by a
statement showing the quantity of Untreated Water used dWifIg the preceding, month, Payment
shall: be due and payable to Seller at its offices in Houston, Harris County, Texas, on or before the:
twentieth day after receipt of such statement.
6.E) Should Buyer fail to tender payment of any amount when due® interest thereon shall
accrue at the raie of ten percent per annurn from tine date when due Until paid and Buyer shall be
deemed to be in default,
I H A MEVVE_"011F�
ARTICLE VII.
Title to and ResI22nsibjfi�t for Water
7„1 As between Buyer and Seller, Seller shall be in exCIL)SiVe control and possession of,
and solely responsible for, all Untreated 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, Sayer shall be in exclusive control and possession thereof and solely responsible for any
injury or damage caused thereby.
7,2 SELLER MiAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE
QUALITY OR DELIVERY PRESSURE OF UNTREATED WATER, INCLUDlNG THE IMPLIED
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE,
7.3 With respect to all water handling facili-ties located between the Point of Delivery
and Point of Measurement, Buyer, and Seller specifically agree.
1 that all Stich facilities, other than the n-ieasurement equipment itself, shall be and
remain the property of Buyer, subject to the terms of ibis Contract;
2) that Buyer shall take all reasonable steps to maintain such facilities and to prevent
leaks or discharges from, such facilities;
3) that Buyer shall repair any Such leak or discharge at once upon receiving notice
thereof and pay Seller the price of any water lost by reason of such a leak or,
discharge;
4) that Euyer, shall correct or repair any daniage caused by any Such leak or discharge
and' shall hold Seller harmless from and against any Such damage and claims
therefore;
5) that Buyer shall alter or relocale, at its sole cost, any such facilities whenever Seller
shall reasonably rr,,,qUCS1 ir) wrifing thal the sarne be done; arid
t)H IC ON1 1W,1A(VVP 10 T�1(
that Buyer shall promptly remove such facilities and restore their locations to their
pre-existing conditions whenever this Contract is no longer in effect and the Sell-or
so requests.
ARTICLE Vllll.
1"erm
This Contract shall be in force and effect beginning on the date of countersignature shown
below until December 31, 20,20 at 8:00 a,m.
ARTICLE IX,
Performance by Seller and Buyer
91 Seller covenants and agrees that it will riot contract for the sale of Untrebted Water
to other user's to such an extent or for such qUantities as to impair Seller's ability to perform fully
and punctually its obligations to Buyer Linder this Contract. In case of temporary shortage of
water, notwithstanding Seller's compliance with the provisions of this Article IX, Seller shall
distribute the available supplly as provided by the laws of the Slate of Texas, particularly Section
11,039 (a), of the Texas Water Code, as amended,
9,2 pursuant to the Anienclatory Contract entered bly Seller and the San Jacinto River
Authority, a copy of which is attached hereto as Exhibit "C" and 'incorporated herein for all
purposes, and notwithstanding any other provision of this Contract to the: contrary, Buyer
covenants arid agrees that it lakes the Untrealed Water tinder this Contract from Seller for the
limited purpose of treating and selling the sarne as potable treated water to the City of Baytown
and other local goveminentai entiliese SUCh water to be used for rnunicipal purposes (as such terr-n
is defined by TNRCC Rules) and for no other purposes, arid, Such treated Water shall be sold,
distributed or used only for residential hOlLisehold and other strictly rnunicipal purposes within the
area shovin in Exhibit "B,"' No extension of these boundaries may be n-iade by Buyer without 11he
written consent of the Sar-) ,Jacinto River AU1110MY and Seller. Buyer agrees to include covenants
sirnipar to those contained in thins Section 9,2 in any sales or contract s for sale of water by Buyer
to any other entity. Buyer, agrees to submit the wording of such covenants for the written
approval of Seller prior to entering into such contracts,
9,3 Buyer understands and agrees that either Seller or the San Jacinto River Authority,
or both, may enforce the coveriants contained in Section B. herein by an action brought directly
against Buyer, In the event that Seller rnain'tains any legal proceeding to enforce such covenants,
Buyer agrees to indemnify Seller in the anIOLIM Of all expenses relating to the legal proceeding,
including, but riot limited to, costs, of court and reasonable attorneys fees,
9,4 Buyer acknoMedges that Seller may be liable 'to the San Jacinto River Authority for
rnonetary damages in the event that Buyer for any purchaser of water from or through Buyer) fails
to comply with the restrictions and limitations, on the sale of: water set out in Section 1.2 herein.
Buyer acknowledges that SUch monetary damages would amount to seventy-five percent (75%)
of the consideration or revenue received by Seller for the estirnated amount of water distributed,
sold, or used in violation of such restrictions or limitations, PILIS all litigation, expenses, reasonable
attorney fees, and all other reined es available to the San Jacinto River Authority, Buyer hereby
agrees to fully indernnify and save Seller harriless from and against any such expenses and liability
which Seller rr-iight incur, or any loss Seller might suffer, as an result Of any failure by Buyer, or any
purchaser of water from or thrOLJgh Buyer,, to comply With such restrictions and limitations, BLJyer
further agrees to, include covenants in any sales or contracts for sale of water by Buyer to any
other entity to insure that said other entity will likewise inden-inify and save Seller harmless, Buyer
agrees to sularnit the wording of such covenants for the approval of Seller prior to entering into
such, contracts.
9,5 Buyer agrees,to maintain, at its sole expense, its water wells, if any, in good repair
and working order 'to faOitale the use of such, water vvells as an emergency source of Supply, if
required, should Seller be unable Ic fJefiver the Coraract Quanlity of Untreated Water 'for any
reason. Buyer shaP bear all costs of rnaiIntaining and supplying such t.�niergency sources of supply.
......... ...........
AR MILE X.
Environmental Considerations,
M1 On or before the first anniversary of the effective date of this Contract, Buyer shall
approve and irriplement and throughout the term hereof remain in full compliance with a water
conservation pro rare In accordance with requirements of the TNRCC, Such plan (and any
amendments thereto) shall be submitted to the appropriate authority as, required lb ' state law, for
review arid approval. In The event that the TNRCC adopts new requirements, Buyer shall adopt
an arnended plan and submit same to the appropriate authority for review and approval,
10.2 Buyer agrees that in the event that Buyer 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
Buyer and the third party, providing for the implementation and continued compliance with a water
conservation program consistent with the requirements of the TNRCC,
ARTICLE XL
Remedies Uj
Ion Default
11 ,1 In the event of any defaLdt by Buyer in the performance of any of Buyer's obligations
hereunder which shall continue for a period of thirty days or more, the Seller shall give written
notice to Buyer specifying the matter with respect to which Buyer is in default and requesting that
the default be remedied with prornpiness and dispatch, In the event Buyer, within forty-five days
after the mailing of such notice by Seller, has failed to re(nedy Il"ie matter in default, Seller n-lay
suspend further defivery of Untreated Water to Buyer hereunder; and in the event :such default On
the part of Buyer continues for an additional thirty (lays, ScAler rnay, by an additional written notice
to BLJyer, caricel and terminate this Convact, M16FeLJPO1') i`.fll iights of Buyer and all obligations ol
Seller he eUnder shall terrninzae zind be at an emd. The exercise of such rights shall be in, addition
to any other reamedies available to Seller under 1hr,,,,, laws of the State of Texas.
1 1,.2 The failure of either party to insist in any one or more instances upon performance
oif ariy of the WHIM, covenants or conditions of this Contract shall not be construed as a waiver
v
or refinquishment of the future performance of any such term, covenant or condition by the other
party hereto, but the oblliga,tion of such party with respect to future performance shall continue in
full force and effect.
ARTICLE Xll,
Force Me eure Or
1I 2.1 In tl"ie 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 Buyer is rendered unable,
wholly or in part, by force majeure to operate Buyer's Facilities, it is agreed that op stich party's
living i notice and full particulars of such force majeure in vvi-ifing or by telefax or telegraph to the
other party as soon as possible after occurrence of the Cause relied upon, then the obligations of
the party giving such notice, to the extent it is affected by force majeure ands to the extent that
due diligence is being used to resurne performance at the earliest practicable tirtle, shall be
surspended during the continuance oil any inability so caused as to the extent provided, but lor no
longer period. Such cause shall as far as possible be remedied with all reasonable dispatch,
12,2 The term "'force majeure", as used herein, shalll incIude, but not be firnifteld to, acts
of God, strikes, lockouts or other industrial disturbances, acts of'the pUbfic energy, war, blockades,
hISUrrections, riots, epidemics, landsirdes, lightning, earthquakes, fires, storms, floods, washouts,
droughts, tornadoes, hurricanes, arrests and restraints of governnilen't and people, explosions,
breakage or darnage, 10 machinery, equipmeril pipefines or canals and any other inabilities of either
party, whether sin,-iilar to those enurnerated or otherwise and not within the control of the party
clain-iing -SUCh klabifitY, Which by ffie exercise of due (fligence and carE,' Such party could not have
avoided.
12,3 It is understood and agreed that the settlement of strikes or lockOLJIS slmall be
e,niiiely wjfl,iiun ihe (Jiscrefion of the party having the difficulty and the above reqUiien,ieni that any
force m ajeurel be remedied w,ith all reason'able dispatch shall not require the settlement of strikes
or lockouts by acceding to the demands of the opposing party when such couirse is inadvisable in,
the discretion of the party having the difficulty.
12A It is understood and agreed that Seller receives its supply of water from others, and
such water must be transported over long distances before it is received by Seller. Accordingly,
it is agreed that stoppage or diminution of the water received by the Seller from pane or more of
its Surface Water Sources (other than by reason of the Seller's failure to make payments, due to
its suppliers) shall be deemed a force majeure, and that the Seller cannot and does not guarantee
constant availability of water hereunder but does agree to use its best efforts to maintain such
availability. It is further agreed that the Seller rYlay, WithOL]t Iii-flDifity or default, interrupt its service
hereunder to make necessary alterations 'to or repairs in its facilities, but only if such interruption,
cannot otherwise reasonably be avoided, The Seller shall give reasonable prior notice of any such
interruption to Buyer and, to the extent possible, the Seiler shall schedule interruptions in advance
after consultation with Buyer,
ARTICLE X111.
Addresses and Nofices
13,1 Until Buyer is otherwise notified in writing by Seiler, the address of Seller is and
shall remain as follows:
City of Houston Utility Custorner Service Division
Contract Water Accounting Section
P. O. Box 156O
Houston, Texas 77251
Until Seller is otherv,,iw,e notified in ,evriting by Buyer, the, add ess of Buyer is and shall rernain: as,
foHovvs.
Baytown Area Water Authority
P.O. Box 424
Baytown, "Fexas 77622-0424
pax,T,E"JV I C 7 6f,
13,2 All written notices required or perrri4ted to be given under this Contract from, one
party to the other shall be deemed given by telefax or the deposit of certified or registered rail in
I
a United States Postal Service mail box or receptacle, with proper postage affixed thereto and
addressed to the respective other party at the address set forth above air at such other address as
th' e parties respectively shall designate by written, notice.
ARTICLE XIV.
Miscellaneous Provisions
14.1 This Contract shall bind arid benefit the respective parties and their legal successors,
but shall not otherwise be assignable, in whole or in part, by either party without first obtaWng
the written consent of the other; provided, however, that Buyer shall have the right, w thout any
consent of Seller, to; pledge or otherwise assign Buyer's rigl-As hereunder to the extent required by
any mortgage, deed of trust or other similar agreernent to which Buyer rnay now be, or hereafter
become, a party oir to otherwise assign Buyer's rights and obligations hereunder in connection with
any rnerger or consolidation or any sale of all or Substantially all of Buyer's facilities, provided that
Buyer's successor or assignee, as the case niay be, is a responsible person and shall (by operation
of lave or otherwise) expressly assurne Buyer's obligations hereunder; and provided, fUrther,
however, that no successor or assignee of Buyer shall be entitled to receive Untreated Water or
sell such Untreated Water to a third party under thins COT-VtFaCt Unless and untiil the San Jacinto
River Authority gives its written consent to Such assignmient,
1;4.2 This Contract shall be for the sole and exc1usive benefit of Buyer and Seller and shall
not be, construed to confer any rights, upon any third party, Seller shall never be subject to any
kability in darnages 10 any CL1,5tomer of Buyer for any failure 'to perform under this Contract.
14.3 This Contract shall be subject to all laresent and fuii,.ire vMid laws, orders, rules and
regulations of the United Slaies of America, the Stale of 'Texas and of any tegiLdatiory body having
jUriSdiCtiOM
14A This inStRlinent contains all the agreements aiade between the parties concerning
the sa,le and delivery of Untreated Water by the Seller to the Buyer at the Point of Delivery set opt
in this Contract.
14,5 With respect to any prior agreements between the parties or their predecessors for
the sale of Untreated Water to Buyer at any F'oint 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:
Aniy obligations Zvi-kh a6se Prior to Such effective date, including
specifically the obligations of Buyer to pay money to Seller for time
periods or deliveries prior to such effective date, are not terminated.
OHM,01'Q AAC7 i�,N'B I(I I 6f -16-
IN WITNESS WHEREOF, the parties, hereto to have signed this Contract in multiple cop es,
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.
ATTEST: C1 Y OF)-IOUSTON, TEXAS
j e .0
City Secretary a r
ATTEST- BAYTOWN' AREA WATER AUTHORITY
BAYTOWN, HARRIS COUNTY, TEXAS
(Buyer)
By: -By-
Title: Secretary Title: President
�PUTERSI B
City, onitroll[ r
APPROVED AS TO FOPM: DAT OF C ULATER 1GNATURE:
Sr. Assistant City Attorney
APPROVED:
-1 Vr,�tor, Department of k 0 4(4�Ic, �or,
tun lic Works & Engineering
APPROVED AS TO, CONFORMITY WITH PARAGRAPH 2 OF THE CONTRACT
BETWEEN THE CITY OF HOUSTON AND THE SAN' JACINITO RIVER
AUTHORITY DATED JUKE 22, 1976:
SHIN JACINTO RIVER AUTHORITY
By.,.
General Manager
Dale,
ell
I Rt, 74 VVE6Cl fL
BU YE R'S ,AC K N QWLEDG MENT
THE STATE OF TEXAS §
COUNTY OF HARRIS
J'his instrument was acknowledged before vne on
by Robert L. Gillette,
(date)
President of Baytown Area Water Authority. A
"�z 15'zi�jl
Notary Public in and for the
State of Texas
Ob
.mwid
Commission Expires: October 31, 1994
/RES
1011"m
AAC7k VVEICT,6E
6
4
u WAT R' UFFLY CONTRACT
CITY OF HOUSTON
AYT '" AREA WATER ALITaARTICLE I. -W C IiTY
I ABLE OF CONTENTS
L e,f Wnitaons . . . . . . . . . . . . . . . . . . . . „ , , . , . . . .
gale and Delivery oaf "water . . . , . ,
ARTICLE IV. . .
ARTICLE WII,. Rates and Prices . . . . . . . . . . . . . . . . . . . . . . .
ARTICLE IV. Reports
ARTICLE V. Me sr,urina FClUi rn nt . . . �. . . „ .� . . �. . . . . . . . . . . . . .
ARTICLE V1, Billing and Payment . . . . . . . . . . . . . . . . . . . . . . . . , . . . .
ARTICLE VU. Title to and Responsibility for Water . . . . . . . . . . . . . . . . . . . . . . ,
ARTICLE " III. Term . . . . . . . . . . . . . . . . . .
Seller and Buyer ARTICLE W X. (�r i`ca r rn r�y y y . . . . . . . . . . . . . „ . . , , , , .
ARTICLE X. Fnvironnie t I Considerations . . . . . . . . . . . . . . .. . . . . .
Remedies LW an I f rrit 12
ARTICLE Xl. . . , . . . .
12
ARTICLE XWV. Force Majeure . . . . . . . . . . . . . . . . a
ARTICLE XIWW. Addresses and Notices , . . ,
ARTICLE XI . Miscehaneous Provisions . . . . . .. . . . . . . . . . . . . �. . , . . , . . . . . "I
m _
d lair .f,p.3 aPi..'C�CBIFACT4F WE,YdJ'Flhk:
V
EXHIBIT "'A"'"'
point of delivery to the Baytown Area Water Authority:
Approximate Texas coordinates:
North East x==3,258,560 y==738,120
South Vast = , 5 , 0 =735,
840
SOL'ith Westx=3,255,7 =-735,890
G
q V
b I �
I
BAYTOWN AREA
WATER 'AUTHORITY 11��i�� ��c�awas� WE
PLANT
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zt
OLD SERVIICE AREA
ADDED SERVICE AREA
p .
A (`.) N AEA TER
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THOR, ITY SERVICE
V
AIMENDATORY CONTRACT BE1"4E[,`,,N
SAN JAC114TO RIVER AU'THORITY
AND
THE CITY OF HOUSTON, TEXAS
THE STATE OF TEXAS
COI.n�TY OF HARRIS
THIS CONTRACT executed as of of
1976, by and between the SAN JACINTO RIVER AUTHORITY, ("SJRA") a
conservation and reclamation district and political subdivision
of the State of Texas , and the CITY OF HOUS'170N, TEX�'%S � ("the City")
a municipal cormoration�
1 .
Ise provisions of Section V11 of the ccantract between the
parties dated March 27 , 1944 , shall have no application to sales
of Trinity River raw water by the City to ,the Baytown Area Water
Authority ("BAWA") , a municipal corporation created by Ch. 600,
P, 641 , Sixty-Third legislature, Regular Session, 1973 , for the
limited purpose of treating and selling the same as potable treated
water to the City of Baytown and other local governmental entities
for discribution chrough the municipal water systems of such local
governmental entities , such water to be used for municipal purposes ,
as defined by Rule 129 .01 .15001- ,041 , promulgated by the Texas
Water Rights Co7'nission oh December 1 , 1975 , and for no other pur-
poses , and only within the boundaries of BAWA as such boundaries
exist on the date of this contract ; PROVIDED, chat no such water
shall be sold, distributed or used other than for residential
household and ocher SLriCtly domestic purposes within the area
bounded by KrerstaLe Highway No. 10 an the north, Sjolander Road
-n the vc:: , ATchar Toad on che souch, and Lecar Kyou on che east
withctut lw-riLten consent of SJRA,
2 ,
The City slall insure rhac all instruments relating
ca the sale of wacer to BAWA include appropriaEe ccvenunts on
EXHIBIT C
the Dart of BAWA to observe the limitations and restrictions
in'tposed on the City by the coritrr,-act dated March 27 , 1944 , as
modified by this contract , and to include covenants in all
sales and contracts for the sale of water by BAWA insliring
compliance with such restrictions and limitations . The word-
ing of the covenants giving effect to such restrictions and
limitations shall be submitted to the General Manager of tile
SJRA for approval as to conformity ta this paragraph prior to
any sale by the City subject to this Contract , The City shall,
be responsible for the enforcement of such covenz4nts, but the
Y
shall also be enfc)rceable by SJRA directly.
3,
lrr the event any water delivered by the City to BAWA
under tl-yis contract is used in violation of such restrictions
or limitations , SJRA shall be entitled to recover from the
City as liqiAdated darnages an anjourit equal to se%�erity-five
percent (75%) of the consideration or revenue received by the
City for the estimated amount distributed, sold or used in
violation of such restrictions or limiLations , plus, 111
gation expenses, and reasonable attorney's fees , The recovery
of such liquidated damages shall be in addition to all Other
remedies available to SJRA-
4 .
In consideration c.�of the foregoing limited waiver by
SJRA of the restrictions and limitations itnposed by he
contract dated March 27 , 1944 , the City shall pay to the SJRA
an aimount equal to F?50 per day during such period that the
City receives i,ayra,rarrt from BAWA for water sold Under this
7-,a"S. t c Sj RA s 1-A.i I n o L e x T r n ' '
CS De'p'unc a
r,:)eriod of 20 years . Payment :shall be Made on a q u a r r e r I y U a s,
on or 1)e"o r e the e 10 t h d a y o f L h e month f o I I ow i n each c a I e n d a r
quarter.
2
5.
The contract shall not be assignable by either party
wjj�'ho�.jt the written consent of the other however the obligations:
imposed here urider shall be binding on their successors or agsigtks
The waiver piovided herein shall be applicable only to sales by
the City ro BAWA and shall not be applicable to any sale by
the City to any other entity, including any successors or assignei
entity to BAWA, without the written consent of SJRA,
6
Except as amer�ded by this contract and the contracts
between the parLieS dated July 19 , 1955, Maty 9, 1968 and the
contract dated Seprember 1., 1971, the provisions of the @-,arch
27, 1944 , contract shall remain in full force and effect ,
IN WITNESS WHEREOF, the parties hereto , acting under the
aut.hority of thc,nir respective governing bodies have caused this
c�r,)ntract to be ex&c:uted on this day of IM
in duplicare criginals each of which Shall consticute an original
SAN JACINTO RIVER AUTH(DRITY
ATTEST:
By
Vice-
B Y--
-"t—a eT
CITY OF HOUSTON
A'UPES'T"
yr
By
(.V ty—secretary
COUNTERS I GNED
a
APPROVED A'c .1 -------
" --, -E0- -y A L E)"'
C i t
3-
CONTRAC"I' AMENDMENT
This CONTRACI' AMENDMENT ("the Amendment") is made and entered
into by and beN,,een the City of Housion, Texas a municipal corporation and home-rule
City, which is principally situated and has its Cit.y Ylall in Harris County, Texas ("City"),
and the Ba)1own Aj-ea Water Authority, a governmental emity and body politic and
corporate, ,,which is situated and has its principal office at Baytown, Harris Comity, Texas
("Authority")•
WII'NESSETII
NVITEREAS, the City and the Authority, entered ilItO the yV ter SUPply Contract
on or about October 24, 1994; and
WHEREAS, the Authority desires to emend the terra of the Conti'ad and increase
the Contract Quantity; and
WHEREAS, the City is agreeable to these changes;
NOW, 1-11 EREFORIE, for and in consideration of the pi.ern ises and mutilal
cove tarts, and ag,t-eements herein contained,the parties hereby agree as follows:
I.
Section 2.1 of the "�Valer Supply Contract is amended by increasing the Contract
Quaniity, (,as deigned therein) to 15,8 million gallons I)er day,
IL
AT-H'CIL' VIII CA' the \p'V'wer Supply Conu-act is amended by emending the
temiljmmm, date to December 1. 2040.
jq
DCC
..........
The Director of' Pt,iblic �Norks and Engineering ("Director") is authorized t6
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 IS consecutive moriths, the Director may decrease the Contract
Quantity to the average monthly' consumption by the Authority during, the
latest 18 montli period. In calculating the 18 month period, the Director
shall disregard an), nion1h where a force niajetlTe prevented the Authority7
fi-onitaking at least 25% of the Contract Quantity.
'The Water Supply Contract and this AniciArnern are the entire agreement of the
Pailles. In the event of an'y conflict between wr provision of the Water SLIPPIY Contract
and this Aniendinent, the pi,ovjsion oftbis Amendment shall control.
as 2 ku V,(onv,c IF R","k A(blw o,^th C I i Y I 0 1",4 I( D JC
IN INVITNESS NAVIIE'REOF, [lie parties hereto, have signed this Arnendment in
rilultiple cord es each of wbich Shall be deemed to be aii original, but all of' w4ich shall
constitute but one and the sanie contract, as of the date of count ersignaure.
BAYTOWN ARE A W,A,rER AUTHORITY CITYOF HOUSTON,TEXAS
BAYTOWN, BARRIS COUNTY, TEXAS 40071 )
("Buyer")
k5r-3ER'—FL C—,1LLET'Fi:-.'11' "Iyor
President
ATTEST:
e�z
G*R Y City Secretary
t,ssjstant Secretary
jA-PPROVED AS TO FORM: APPROVED:
Director, Depariment of Public
General Counsel Works and Engineering
APPRONI,EI) AS TO FORM:
Sr. Assimant City Attorney
N ATU RE:
COUNI-ERSIGNATLIRE DATE:
BAWA I DOC
BLJYER'S ACKNONA11,D)GAIENT
'THE STAll OF17EXAS §
COUNTY OF HARRIS §
'MS il-IS1111171CIlt vvas acknowledged before n-le oil
(date)
by—.,--,,--Robert L. illette President of Baytown Area
(name)
Water Authority.
SYLVIA A14N AGUWAR
e
Notary PP blic in�R"d Ro le
Pubhc State ofTexas
YAM
Coniniission Expires: October 25, 2005,
,ark I 1 I n nrvac!",HAW A F it is, [II,4'11Y J How•lun,H 0"""'(7 1�n I,1-ND"',
a
Diet of delivery to the Baytown Area Water w
Approximate Texas coordinates:
North East = , ,5 38,120
South Fast = ,2 ,56 =735,
840
south West x=3, 55, , =735,
lX
p x w
x g fyyy ,"
e
77.
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