RES 1527 01/26/2016 P,Ou,T Illi,`�''.�0
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"City of Choice"
RESOLUTION NO. 15 27
A RESOLUTION OF THE CITY COUNCIL OF CIBOLO, TEXAS,
APPROVING THE MUTUAL TERMINATION OF A WATER
PURCHASE CONTRACT WITH BEXAR METROPOLITAN WATER
DISTRICT AND A PARTIAL SHORT-TERM ASSIGNMENT OF
INTEREST IN WATER ALLOCATION AGREEMENT WITH SPRINGS
HILL WATER SUPPLY CORPORATION, AND RATIFYING THE CITY
MANAGER'S EXECUTION OF SAID AGREEMENTS
WHEREAS, the City of Cibolo and Berar Metropolitan Water District ("BexarMet") were
parties to that one certain Regional Tax-Exempt Water Supply Contract dated August 1, 1998,
with Canyon Regional Water Authority "CRWA") and others, as amended, for the purchase by
each participating party of an allocation of treated potable water from CRWA; and
WHEREAS, BexarMet and Cibolo entered into that certain Water Purchase Contract Between
Bexar Metropolitan Water District and City of Cibolo Approved by Canyon Regional Water
Authority("Contract") effective April 6, 2005,which was approved by CRWA; and
WHEREAS, pursuant to the Contract, BexarMet agreed to furnish, and Cibolo agreed to
purchase, a portion of BexarMet's allotment of treated potable water in the amounts and on the
terms described in the Contract; and
WHEREAS, the governing bodies of San Antonio Water System, as successor in interest to
BexarMet, and CRWA have approved the termination of the aforementioned agreement and a
Short Term Assignment of Interest Agreement with Springs Hill Water Supply Corporation.
NOW, THEREFORE BE IT RESOLVED by the CITY COUNCIL OF THE CITY OF
CIBOLO, TEXAS,THAT:
SECTION 1.
The Mutual Termination Water Purchase Contract between Bexar Metropolitan Water District
and City of Cibolo as approved by Canyon Regional Water Authority, as attached hereto as
Exhibit"A" is hereby approved.
9
SECTION 2.
The Partial Short-Term Assignment of Interest in Water Allocation Agreement by and between
San Antonio Water System, as successor in interest to the Bexar Metropolitan Water District,
Springs Hill Water Supply Corporation, Canyon Regional Water Authority and the City of
Cibolo, as approved by the Guadalupe-Blanco River Authority, as attached hereto as Exhibit
"B" is hereby approved.
SECTION 3.
The City Manager's execution of the aforementioned Mutual Termination Water Purchase
Contract and Partial Short-Term Assignment of Interest in Water Allocation Agreement on
INSERT DATE, is hereby ratified.
SECTION 4.
This resolution shall be in full force and effect from and after its final adoption.
APPROVED AND ADOPTED on this the 26th day of January,2015.
, Mayor
Attest:
X77
Peggy Cimics, City Secretary ,
EXHIBIT"A"
MUTUAL TERMINATION WATER PURCHASE CONTRACT
WATER PURCHASE CONTRACT
BETWEEN-BEXAR METROPOLITAN-WATERDISTRICT AND GITY-OF-CIBOLO
EXECUTED IN 4 (FOUR)
DUPLICATE ORIGINALS
N OF4
WATER PURCHASE CONTRACT
BETWEEN
BEXAR METROPOLITAN WATER DISTRICT
AND
CITY OF CIB OLO
Approved by
CANYON REGIONAL WATER AUTHORITY
(with attached Exhibit A)
1
WATER PURCHASE CONTRACT
- - BETWEEN BEXAR METROPOLITAN WATERDISTRICTAND CITY OF CIBOLO
TABLE OF CONTENTS
ARTICLE I. RECITALS .4-6
ARTICLE II. CONTRACT TERMS AND CONDITIONS
1 Term 6
2. Annual Commitment 6
3. Additional Water .7
4. Payment Terms 7
5. Points of Delivery 8
6. Title to and Responsibility for Water - 8
7. Commitment for Delivery Completion 8
8. Purpose of Use 9
9. Obligations of BEXAR MET • 9
10. Obligations of CITY OF CIBOLO 9
11. Metering and Reporting .9-10
12. Conservation 10
13. Approvals and Modification of Contract 10
14. Other Contracts 10-11
15. Mortgage of Contract 11
16. Assignment 11
17. Captions 11
2
WATER PURCHASE CONTRACT
BETWEEN BEXAR-METROPOLITAN WATER-DISTRICT AND-CITY OF CIBOLO
18. Termination 11-12
19. Remedies .12
20. Notices 12
21. Severability 13
22. Indemnification 13
23. Venue ..15
24. Entire Water Purchase Contract 15
25. App1",' w 15
26. —i parts 15
27. flttachments 15
-2-8. P - - - - - - - - - - --- - -- 15 --- - -
Signature Pages 16
Exhibit A-Delivery Point 17
3
WATER PURCHASE CONTRACT
-BETWEEN-BEXAR METROPOLITAN-WATER DISTRICT AND CITY OF CIBOLO
WATER PURCHASE CONTRACT
BETWEEN
BEXAR METROPOLITAN WATER DISTRICT
AND
CITY OF CIBOLO
Approved by
CANYON REGIONAL WATER AUTHORITY
(with attached Exhibit A)
This Medium-Term Water Purchase Contract("the Contract") is entered into as of the
date reflected on the signature page. BEXAR METROPOLITAN WATER DISTRICT
("BEXAR MET") and THE CITY OF CIBOLO ("CITY") are collectively identified as the
"Parties". Canyon Regional Water Authority approved this medium term water purchase
contract on the day of , 2009.
WITNESSETH
ARTICLE I.
RECITALS
WHEREAS,BEXAR MET is a governmental agency of the State of Texas, a water
conservation district, a body politic and corporate, a municipal corporation, which was created
and operates pursuant to Article XVI, Section 59 of the Constitution,Texas Revised Civil
Statues,Article 8280-126, as amended, and the applicable general laws of the State of Texas; and
WHEREAS,The CITY OF CIBOLO, is a duly incorporated home rule city created and
validly existing under applicable general laws of the State of Texas with all inherent powers and
authority to enter into this contract; and
4
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND-CITY OF CIBOLO
WHEREAS,both Parties are authorized and empowered by applicable law, including the
Interlocal Cooperation Act, Tex. Gov't Code, ch. 791,to enter into this Contract as a mutually
beneficial and binding legal obligation of the Parties; and
WHEREAS,both BEXARMET and CITY are among the "Participating Members" in a
Regional Water Supply Contract between Canyon Regional Water Authority ("CRWA") dated
December 10, 1992,for the purchase by each Participating Member of an allocation of treated
water from CRWA. Pursuant to the 1992 Regional Water Supply Contract, BEXAR MET has
obtained prior approval from the Board of CRWA to provide for the temporary sale of
BexarMet's allocation of 500 acre feet to CITY; and
WHEREAS,BexarMet and CITY recognize that the intent of this Contract is for
BEXAR MET to supply to CITY a certain amount of treated potable water, which supply of
treated potable water, by and through CRWA, will be delivered by BEXAR MET to CITY for
ultimate distribution to CITY retail customers; and
WHEREAS,BEXAR MET and CITY enter into this Contract to further the public
purposes for which the Parties were created and operate, and
WHEREAS, the treated water provided pursuant to this Contract is not required for the
retail use of the Seller, BEXAR MET for the nine (9) years duration of the Term of this
Contract, and, in order to accomplish the above delivery of treated potable water, BEXAR MET
is willing to sell to CITY its Annual Commitment of treated potable water from CRWA, for the
term of this Contract on a firm basis, supplied to CITY at a point of delivery as reflected on
Exhibit A, attached hereto; and
WHEREAS,the Parties further recognize and agree that the source for the supply of
water hereunder is CRWA-treated state surface water sold to CRWA by the Guadalupe-Blanco
River Authority pursuant to contract, and
5
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
WHEREAS, the Parties further acknowledge that any water rights involving the sale of state
surface water are subject to all applicable sections of the Texas Water Code, particularly,
Chapter 11, Subchapter B, Section 11.036 (b).
NOW,THEREFORE,for and in consideration of the mutual promises, obligations, and
benefits set forth, the receipt and legal sufficiency of which are acknowledged, the Parties agree
as set forth below.
ARTICLE II.
CONTRACTS TERMS AND CONDITIONS
.1. Term.
1.1 This Contract shall be for a nine(9) year term, commencing on the Effective
date and shall terminate on the last day of the one hundred eighth (108th) month of this Contract,
unless it is terminated earlier pursuant to the provisions hereof. This Contract may be renewed at
the option of both Parties and upon the mutual approval of both parties as to the renewal terms,
provided however,that notice of intent to exercise the option must be provided not later than
October 31st of the year prior to the expiration of this Contract(i.e., 2018). The Parties further
hereby acknowledge and agree that entering into and performance under the term of this Contract
constitute valuable and legally binding consideration for the exercise of the option to extend the
Contract for a term of years to be agreed to by the parties at a later date.
2. Annual Commitment.
2.1 BEXARMET shall furnish and deliver at the Point of Delivery, as defined
specifically in attached Exhibit A, during the term of this Contract, a firm supply of treated
potable water in the amount of five hundred (500) acre feet annually (the "Annual
Commitment"), supplied in a quantity not to exceed four hundred forty six thousand three
hundred and seventy one (446,371) gallons per day.
6
WATER PURCHASE CONTRACT
- -BETWEEN BEXAR METROPOLITAN WATER-DISTRICT AND-CITY OF CIBOLO
2.2 The"Annual Commitment" shall mean the quantity of potable water to be taken
or paid for, whether taken or not, on-an annual basis to commence on the date the treated potable
water by BEXARMET is actually available, as identified in section 7.1 of this Contract as the
Availability Date, and continuing throughout the term of this Contract.
3. Additional Water.
3.1 BEXARMET may provide Additional Water, over and above the required
Annual Commitment, at the actual cost charged to BEXARMET by CRWA,to the extent
available for delivery from time to time, unless otherwise subsequently agreed by the parties.
3.2 BEXARMET shall coordinate with CRWA to arrange for the invoicing of CITY
Additional Water only after BEXARMET has delivered water in excess of the Annual
Commitment, as set forth in Section 2.
4 Payment Terms.
4.1 Monthly payments shall begin with the initial delivery of treated potable water
(i.e., on the Availability Date) to the Point of Delivery as defined in Exhibit A, or as agreed to by
the Parties.
4.2 CRWA, on behalf of BEXARMET, agrees to invoice CITY directly, on a
monthly basis for the water delivered to CITY each month pursuant to this Contract, subject to
the terms of section 4.3 below. CITY shall remit payment to CRWA, at the CRWA offices
whose mailing address is 850 Lakeside Pass, New Braunfels,Texas 78130-8233, no later than
the 10th working day following the date of said monthly invoice.
4.3 BEXARMET, through CRWA, agrees to deliver and CITY agrees to pay a minimum
of one-twelfth (1/12) the Annual Commitment each month, whether actually taken or not.
7
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY-OF_CIBOLO
5.Points of Delivery.
5.1 All treated potable water supplied by BEXARMET under this Contract shall be
delivered to CITY at the Point of Delivery, as defined specifically at Exhibit A.
6. Title to and Responsibility for Water.
6.1 Title to and responsibility for all water delivered under this Contract shall be in
CRWA and/or BEXARMET to the Point of Delivery at which point title to and responsibility for
said water shall pass CITY. CITY shall be responsible for all wastewater disposal and shall be
entitled to rights for re-use for continued use.
6.2 The Parties hereby agree to save and hold each other harmless from all claims,
demands, and causes of action which may be asserted by anyone on account of the
transportation, delivery, processing and handling of said water while title to and responsibility
for the water remains in that respective Party.
7. Commitment for Delivery Completion.
BEXARMET recognizes CITY's requirement for treated potable water to be delivered by
CRWA for the benefit of meeting the needs of CITY's customers and CITY's duty to provide
adequate and continuous service within its CCN. In consideration of these requirements,
BEXARMET is willing to commit to deliver a daily firm supply of four hundred forty six
thousand three hundred and seventy one (446,371) gallons per day of treated potable water in
such quantity as required by this Contract to meet the Annual Commitment not later than 30 days
after execution of this Contract, or at another date to be mutually established (the "Availability
Date"). CRWA's testing and sanitary approval shall occur in the regular course of business in
connection with daily delivery of treated potable water.
8
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN-WATER-DISTRICT AND CITY OF-CIBOLO
8. Purpose of Use.
8.1 All potable water supplied under this Contract by BEXARMET to CITY OF
CIBOLO may be used for any lawful purpose.
9. Obligations of BEXAR MET.
9.1 BEXARMET shall cause to be delivered treated potable water to CITY in required
daily quantities and CRWA shall measure on a daily basis same at the Point of Delivery, as
provided in this Contract, or as the parties may otherwise subsequently agree in writing.
9.2 BEXARMET shall, as a CRWA contracting party, continue to maintain its obligation
to CRWA regarding the payment for treatment and distribution facilities.
9.3 CRWA shall maintain, at the point of delivery the minimum disinfectant residual
and pressure to meet the standards of TCEQ.
10. Obligations of City.
10.1 CITY agrees to make payments in accordance with Section 4 of this Contract
and accept delivery as provided in Section 5.
11. Meter and Reporting.
11.1 All measuring devices shall be subject, at all reasonable times, to inspection,
examination and testing by BEXAR MET and CITY, and shall be within 5% or less
variation upon testing. Routine testing shall be accomplished annually unless either
Party desires a more frequent interval. Any measuring device which fails to function
[within 5% +1-tolerance] or which otherwise functions incorrectly, shall promptly be adjusted,
repaired or replaced by CRWA with a device performing with the required accuracy.
9
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND.CITY.OF CIBOLO
11.2 BEXARMET and CITY shall have the right to inspect the accurate daily measure
of treated potable water delivered. CRWA will inspect and maintain the water meters, and will
record and provide BEXARMET with a copy of the invoice sent to CITY for metered water
delivery. The Parties do hereby agree to one joint metering location between BEXARMET and
CITY, with concurrence of CRWA. Because of regulatory requirements, each party maintain
cumulative records of all potable water delivered.
11.3 BEXARMET, through CRWA or separately, shall furnish CITY on the first day of
each month a monthly cumulative tabulation indicating the total amount of treated potable water
delivered by BEXARMET during the previous month.
12. Conservation.
12.1 It is the intent of the Parties to provide, to the maximum extent practicable, for
water efficiency and conservation of potable water. CITY and BEXARMET each agree that it
will operate and maintain its system facilities in a manner that will minimize unaccounted for
water, ensure conservation, prevent waste and ensure beneficial use.
12.2 CITY agrees to implement a water conservation and drought management
program, applicable to the use of delivered potable water as required by applicable law or
regulation, or by any requirements imposed on BEXAR MET, as seller, by law.
13. Approvals and Modification of Contract.
13.1 The provisions of this Contract may be modified or altered only by written
instrument, by either party, with like process used for adoption of this Contract. Each party
warrants to the other that it has secured approval of its Board, lenders and any other party
entitled to notices prior to approval of this contract.
10
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER.DISTRICT AND CITY.OF.CIBOLO
14. Other Contracts.
14.1 Nothing in this Contract shall in any way limit or restrict the right of
BEXARMET or CITY to enter into other contracts with respect to the development, supply
and/or treatment of any other type or kind of water.
15.Mortgage of Contract.
15.1 Nothing in this Contract may be construed as a limitation on any Party hereto to
hypothecate its interests nor shall this Contract preclude either Party from obtaining financing
necessary for that Party's activities, whether such activity may be related or unrelated to this
Contract. Each Party shall timely cooperate with the other in providing any necessary approvals
and shall not unreasonably withhold such requests.
16. Assignment.
16.1 This Contract shall not be assignable by either Party without the prior written
consent of the other Party which shall not be unreasonably withheld or delayed.
17. Captions
17.1 All titles of the sections of this Contract have been inserted for reference only
and shall in no way affect the interpretation of any provisions of this Contract.
18. Termination
18.1 If CITY fails to pay BEXARMET any amounts payable to CRWA under this
Contract, when due and payable, BEXARMET may give written notice of such delinquency to
CITY, and if amounts due and unpaid, including interest thereon, from the date payment was due
at maximum legal rates, are not paid within thirty days (30) after electronic or mail delivery of
such notice, then BEXARMET may, at its option, cause counsel to institute suit for collection
thereof and utilize such other remedies as may exist at law to collect any amounts due and
unpaid, together with interest thereon, at the maximum legal rate.
11
WATER PURCHASE CONTRACT
BETWEEN BEXAR-METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
18.2 In addition to all other remedies, BEXARMET may, at its option, if such amounts
are not paid within said thirty day (30) period, and to the extent permitted by law,
suspend the delivery of potable water to CITY, and shall not resume delivery of water while
CITY remains delinquent.
19. Remedies
19.1 The respective parties hereto shall have available all contract and all remedies at
law or in equity, existing at the time of claim or institution of suit.
20. N
20.1 Any notice provided for herein to either BEXARMET or CITY shall be by
Certified/RRR,United States mail and/or fax or E-mail, addressed to that party at the address set
out below:
IF TO BEXARMET to:
BEXAR METROPOLITAN WATER DISTRICT
Attention: General Manager
2047 W. Malone
San Antonio, Texas 78225
Fax: (210) 922-5152
IF TO City to:
CITY OF CIBOLO
Attention: City Manager
P.O. Box 99
Cibolo, Texas 78124
Fax: (210) 658-1687
12
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
Each Party shall have the duty to timely notify the others of any change of street address or
electronic address.
21.Severability.
21.1 The provisions of this Contract are severable, and if any provision or part of this
Contract or subsequent memoranda or the application thereof to any person or circumstance shall
ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any
reason, the remainder of this Contract, or memoranda, and the application of such provision shall
not be affected. The parties hereby contractually stipulate that each requests that in the event of
dispute, in a court of competent jurisdiction, pursuant to the Texas Declaratory Judgment Act,
shall declare the rights and obligations of the Parties and give effect to the public utility and
governmental purposes of this Contract, and any provisions not declared invalid. In the event
that a portion of this Contract is declared invalid,the court is requested to declare whether
remaining portions of this Contract, or modification, are capable of implementation, and so
decree. In-the-event.that.a portion-declared invalid shall frustrate the purpose of this Contract,
the Court shall declare the entire Contract invalid.
22. Indemnification -
22.1 To the extent allowed by law,BEXARMET and City, each agree to defend,
indemnify and hold harmless the other Party and their respective directors, officers, employees,
agents and consultants against and from, any and all claims, demands, cause of action,
indemnifications, suits, or litigation (including all costs, expenses, and attorney's fees incurred
with respect to any such matters) of every kind and character,brought or asserted for injuries or
death of any persons, or for damaged property, or for any other damage, fine or penalty
whatsoever, arising out of, resulting from, or in connection with the actions of the respective
Party in the fulfillment of their duties and obligations contained in this Contract. The covenant
to defend, indemnify and hold harmless contained in this Section, includes, without limitation,
any injury, death, damage, fine or penalty which in any part arises out of, results from, or occurs
in connection with the negligence or fault of the respective Party or their respective directors,
officers, employees, agents or consultants. The Parties may perform their respective duties under
13
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
this Section by insurance contracts, contracts for indemnity, or other legal means of providing
risk allocation or self insurance.
23. Force Majeure
23.1 In case by reason of Force Majeure, either party hereto shall be rendered unable
wholly or in part to carry out is obligations under this Agreement,then if such party shall give
notice and full particulars of each Force Majeure in writing to the other party within a reasonable
time after occurrence of the event or cause relied on, the obligation of the party giving such
notice, so far as it is affected by such Force Majeure shall be suspended during the continuance
of the inability then claimed,but for no longer period, and any such party shall endeavor to
remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as
employed herein, shall mean acts of God, strikes,lockouts, or other industrial disturbances, acts
of public enemy, war, orders, changes in existing or future laws or regulations of any kind of the
courts of Government of the United States of Texas or any civil or military authority, imposition
of present or future limitations in laws or regulations of any kind of the courts of Government of
the United States of the State of Texas or any civil or military authority, insurrections, riots,
epidemics, landslides,lightning, earthquake, fires, hurricanes, storms, floods washouts, chemical
spills, introduction of hazardous substances, droughts, arrests,restraint of government and
people, civil disturbances, explosions,breakage or accidents to machinery,pipelines, wells or
canals,partial or entire failure of water supplies and inability on part of BEXARMET to deliver
water hereunder, or of City receive water hereunder, on account of any other causes not
reasonably within the control of the party claiming such inability. It is understood and agreed
that the settlement of strikes and lockouts shall be entirely within the discretion of the party
having the difficulty, and that the above requirement that only Force Majeure shall be remedied
with all reasonable dispatch shall not require the settlement of strikes and lockouts as according
to the demands of the opposing party or parties when such course is unfavorable in the judgment
of the party having the difficulty. In the event of an extended shortage of water, or the supply of
water available to BEXARMET is otherwise diminished over a period time, the supply of water
to the CITY shall be reduced or diminished in the sum ration or proportions as the supply to
14
WATER PURCHASE CONTRACT
BET-WEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
BEXARMET non-potable consumers is reduced or diminished. Payment under this contract
shall be reduced in the same proportion.
24.Venue
24.1 In the event that any legal proceeding is brought to enforce this Contract, or any
provisions hereof,the same may be brought in the country of the headquarters of either party.
25. Entire Water Purchase Contract.
25.1 This Contract, consisting of 16 pages, constitutes the entire understanding
between the Parties at the date of its approval.
26.Applicable Law.
26.1 This Contrast shall be governed by and construed in accordance with the laws of
Texas, except for any applicable federal laws, rules and regulations.
27. Counterparts.
27.1 This Contract shall be executed in four (4) counterparts, each of which shall be
deemed an original. BEXARMET, CITY, and CRWA shall respectively receive an original,
with the fourth to be filed with the TCEQ.
28. Attachments.
28.1 Exhibit A referenced below is integral to this Contract, and defines the point of
delivery and method and physical means of metering for the nine (9) year term of this contract.
29. Recording.
29.1 A copy of this Medium-Term Water Purchase Agreement shall be filed with
TCEQ.
15
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF-CIBOLO
IN WITNESS WHEREFORE,the Parties hereto, action upon lawful public agenda notice and
meeting of the respective Boards duly constituted, under the authority of the respective
governing bodies, have caused this Contract to be duly executed in multiple counterparts, each of
which shall constitute an original. This Contract is effective on the G day of -'/ , zoo S,
and delivery shall commence on or after s I G , wa% and shall terminate on the 31st
day of Dca.m cr ,
BEXAR METROPOLITAN WATER DISTRICT
e Director of Finance
2047 West Malone s wino ow nsw
San Antonio,TX 78225
BEITlA6"D
CITY OF CIBOLO
BY
Ci y Manager
P.O.Box 99
•
Cibolo, Texas 78124
16
WATER PURCHASE CONTRACT
BETWEEN BEXAR METROPOLITAN WATER DISTRICT AND CITY OF CIBOLO
ATTACHMENTS: Exhibit A- "Point of Delivery"
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EXHIBIT"B"
PARTIAL SHORT-TERM ASSIGNMENT OF INTEREST IN WATER ALLOCATION
AGREEMENT
Short-Term Partial Assignment of Interest
This Short-Term Partial Assignment of Interest("Short-Term Partial Assignment") is
made and entered into by and between the City of San Antonio, Texas, acting by and through its
San Antonio Water System Board of Trustees ("System")on behalf of itself and its District
Special Project, as successor in interest to the Bexar Metropolitan Water District("BexarMet");
the Springs Hill Water Supply Corporation ("SHWSC");the City of Cibolo, Texas ("Cibolo")
and the Canyon Regional Water Authority("CRWA"); and approved by the Guadalupe-Blanco
River Authority("GBRA").
RECITALS
WHEREAS, BexarMet was a statutory retail public utility providing water service to
residential and commercial customers in Bexar, Medina, Comal and Atascosa Counties, Texas;
and
WHEREAS, CRWA is a statutory district dedicated to the acquisition and development
of potable water supplies on a wholesale basis to various entities; and
WHEREAS, CRWA,BexarMet, Cibolo, and SHWSC were parties to that one certain
Water Purchase Contract Among Guadalupe-Blanco River Authority and Canyon Regional
Water Authority and City of Cibolo, City of Marion, East Central Water Supply Corporation,
Green Valley Special Utility District, Springs Hill Water Supply Corporation, and Bexar
Metropolitan Water District entered into as of the 18th day of October, 1998, as amended ("the
GBRA Water Purchase Contract"),whereby GBRA agreed to sell untreated water to CRWA for
treatment and subsequent resale to the other parties on the terms and conditions described _
therein; and
WHEREAS,the GBRA Water Purchase Contract establishes and has different conditions
for a Long-Term Annual Commitment encompassing the contract term and a Short-Term Annual
Commitment with a Short-Term Termination Date, as amended, of December 31, 2023; and
WHEREAS, CRWA, BexarMet and Cibolo were parties to that one certain Regional
Tax-Exempt Water Supply Contract dated August 1, 1998, between Canyon Regional Water
Authority and Green Valley Special Utility District,Bexar Metropolitan Water District, City of
Cibolo, Texas; and City of Marion, Texas, as amended ("the Regional Tax-Exempt Water
Supply Contract") for the purchase by each participating party of an allocation of treated potable
water from CRWA derived from the water sold to CRWA under the GBRA Water Purchase
Contract; and
WHEREAS,the 82nd Regular Texas Legislature enacted Senate Bill 341 whereby certain
rights, duties, and obligations of BexarMet, including the GBRA Water Purchase Contract and
the Regional Tax-Exempt Water Supply Contract,were transferred to and assumed by the
System, and BexarMet was dissolved; and
1
WHEREAS,pursuant to Senate Bill 341 and Ordinance No. 2011-10-20-0845 of the City
of San Antonio,Texas,the System is temporarily operating the former BexarMet as a special
project under the System's existing senior lien revenue bond ordinances and other applicable
law; and
WHEREAS, CRWA and SHWSC were parties to that one certain Regional Taxable
Water Supply Contract dated August 1, 1998, between Canyon Regional Water Authority and
Crystal Clear Water Supply Corporation,East Central Water Supply Corporation, and Springs
Hill Water Supply Corporation, as amended ("the Regional Taxable Water Supply Contract") for
the purchase by each participating party of an allocation of treated potable water from CRWA
derived from the water sold to CRWA under the GBRA Water Purchase Contract; and
WHEREAS,pursuant to both the GBRA Water Purchase Contract and the Regional Tax-
Exempt Water Supply Contract,BexarMet was allocated the right and obligation to purchase
4,000 acre-feet of treated potable water annually from CRWA until December 31, 2023 ("the
BexarMet Short-Term Annual Quantity")for use exclusively within the then-existing service
area of BexarMet; and
WHEREAS,pursuant to both the GBRA Water Purchase Contract and the Regional Tax-
Exempt Water Supply Contract, Cibolo was allocated the right to purchase 1,350 acre-feet of
treated potable water annually from CRWA until December 31, 2039 ("the Cibolo Long-Term
Annual Quantity")for use within the then-existing service area of Cibolo; and
WHEREAS,pursuant to the GBRA Water Purchase Contract, SHWSC was allocated the
right and obligation to purchase 1,925 acre-feet of treated potable water annually from CRWA
until December 31, 2039 ("the SHWSC Long-Term Annual Quantity") for use exclusively
within the then-existing service area of SHWSC; and
WHEREAS,pursuant to the Regional Taxable Water Supply Contract, SHWSC was
allocated the right and obligation to purchase 1,950 acre-feet of treated potable water annually
from CRWA until December 31, 2039 ("the Revised SHWSC Long-Term Annual Quantity") for
use exclusively within the then-existing service area of SHWSC; and
WHEREAS,pursuant to the Regional Tax-Exempt Water Supply Contract and Regional
Taxable Water Supply Contract, CRWA has constructed infrastructure known as the Mid-Cities
Pipeline to transport treated potable water from CRWA's treatment facility on Lake Dunlap to
various delivery points as part of the Mid-Cities Project financed by the$27,910,000 Canyon
Regional Water Authority Tax-Exempt Contract Revenue Refunding Bonds (Mid-Cities Project)
Series 2006 with Delivery Date of June 6, 2006; and
WHEREAS, Cibolo has a short-term need for Pipeline Capacity to transport 500 acre-feet
of water per annum in the Mid-Cities Pipeline (Mid-Cities Pipeline Capacity), but has no need
for additional treated potable water to transport in the Mid-Cities Pipeline; and
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WHEREAS, SHWSC has a short-term need for an additional 500 acre-feet of treated
potable water annually for use within the service area of SHWSC,but it has no need for the Mid-
Cities Pipeline Capacity to transport such additional water; and
WHEREAS, the System, as successor to BexarMet,has 500 acre-feet of short-term
excess water capacity annually within the BexarMet Short-Term Annual Quantity'treated potable
water allocation from CRWA and associated Mid-Cities Pipeline Capacity under the GBRA
Water Purchase Contract and the Regional Tax-Exempt Water Supply Contract; and
WHEREAS, SHWSC desires that the System assign 500 acre-feet annually of the
BexarMet Short-Term Annual Quantity of treated potable water allocation from CRWA under
the GBRA Water Purchase Contract and the Regional Tax-Exempt Water Supply Contract("the
Assigned Water Allocation")to SHWSC for a period of eight(8)years without any associated
Mid-Cities Pipeline Capacity to transport the water; and
WHEREAS, Cibolo desires that the System assign to Cibolo a portion of Mid-Cities
Pipeline Capacity sufficient to transport 500 acre-feet of water per annum at a delivery rate not to
exceed four hundred forty six thousand three hundred and seventy one (446,371) gallons per day
from the point of origin of the Mid-Cities Pipeline at Lake Dunlap to the Cibolo Points of
Delivery as depicted on Exhibit B ("the Assigned Pipeline Capacity Allocation")without any
associated water; and
WHEREAS,the System desires to make the Assigned Water Allocation and the Assigned
Pipeline Capacity Allocation subject to mutual performance by both SHWSC and Cibolo; and
WHEREAS, CRWA desires to approve and effectuate this Short-Term Partial
Assignment; and
WHEREAS, GBRA desires to approve this Short-Term Partial Assignment;
NOW,THEREFORE, in consideration of the foregoing and other valuable
consideration,the receipt and sufficiency of which are hereby acknowledged, and the covenants
and agreements hereinafter contained,the System, SHWSC, Cibolo and CRWA hereby mutually
agree,with the approval of GBRA, as follows:
1. Except as otherwise provided herein,the System hereby assigns to SHWSC for the term of
this Agreement the System's rights and obligations in connection with the Assigned Water
Allocation under the GBRA Water Purchase Contract. The System is not assigning to
SHWSC the System's rights and obligations in connection with the Mid-Cities Pipeline
Capacity under the GBRA Water Purchase Contract or the Regional Tax-Exempt Water
Supply Contract.
2. Except as otherwise provided herein, SHWSC hereby accepts the assignment of the System's
rights and obligations in connection with the Assigned Water Allocation for the term of this
Agreement to be used within the service area of SHWSC. All parties to this Agreement
agree that SHWSC can use the Assigned Water Allocation within the service area of
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SHWSC, and that the service area of SHWSC is considered in the"GBRA Area" as defined
under the GBRA Water Purchase Contract.
3. SHWSC's obligations hereunder shall include,without limitation, the obligation under the
GBRA Water Purchase Contract to directly make all payments due and owing to CRWA and
GBRA in connection with the Assigned Water Allocation in this Short-Term Partial
Assignment. CRWA agrees that it will not charge SHWSC the"Out-of-District Rate," as
such term is defined under the GBRA Water Purchase Contract, for the Assigned Water
Allocation so long as such water is used in SHWSC's service area. SHWSC's obligations
hereunder shall not include the obligation to directly make all payments due and owing to
CRWA and GBRA in connection with the Assigned Pipeline Capacity Allocation.
4. Except as otherwise provided herein,the System hereby assigns to Cibolo for the term of this
Agreement the System's rights and obligations in connection with the Assigned Pipeline
Capacity Allocation.
5. Except as otherwise provided herein, Cibolo accepts the assignment of the System's rights
and obligations in connection with the Assigned Pipeline Capacity Allocation for the term of
this Agreement.
6. Cibolo's obligations hereunder shall include,without limitation,the obligation to directly
make all payments due and owing to CRWA and GBRA in connection with the Assigned
Pipeline Capacity Allocation.
7. CRWA hereby approves this Short-Term Partial Assignment and agrees to take all action
necessary to effectuate this Short-Term Partial Assignment in accordance with the terms of
the GBRA Water Purchase Contract and the Regional Tax-Exempt Water Supply Contract.
8. CRWA's obligations hereunder shall include, without limitation:
a. the obligation to deliver the Assigned Water Allocation to SHWSC at the
Points of Delivery identified in Exhibit A;
b. the obligation to bill SHWSC directly, on a monthly basis, for all payments due and
owing to CRWA and GBRA in connection with the Assigned Water Allocation under
this Short-Term Partial Assignment, in accordance with the GBRA Water Purchase
Contract;
c. the obligation to make the Assigned Pipeline Capacity Allocation to Cibolo as described
herein;
d. the obligation to bill Cibolo directly, on a monthly basis, for all payments due and owing
to CRWA and GBRA in connection with the Assigned Pipeline Capacity Allocation.
9. The System agrees that, subject to the prior assigned obligations of SHWSC and Cibolo
hereunder to make all payments due and owing to CRWA and GBRA in connection with the
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Assigned Water Allocation and the Assigned Pipeline Capacity Allocation in place of the
System,the System will continue to maintain its obligation to CRWA regarding CRWA bond
payments for water,treatment and distribution facilities associated with the Assigned Water
Allocation and the Assigned Pipeline Capacity Allocation in the event of default by SHWSC
and Cibolo.
10. The right during the term of this Short-Term Partial Assignment to receive from GBRA and
accept any notice of extension of the Short-Term Availability Date or to convert the Short-
Term Annual Quantity to a long-term commitment by GBRA in connection with the Partial
Short-Term Allocation is specifically retained by the System and not assigned hereunder.
11. Each party hereto agrees to provide the other party any additional documentation as may be
reasonably necessary to evidence and effectuate the terms of this Short-Term Partial
Assignment, including notice to the Texas Commission on Environmental Quality.
12. This Short-Term Partial Assignment shall not be assignable by any Party without the prior
written consent of all other Parties.
13. If either SHWSC or Cibolo fails to pay CRWA any amounts payable to CRWA, GBRA or
any other entity hereunder when due and payable, CRWA shall within three (3) days give
written notice of such delinquency to SHWSC, Cibolo and the System. Subject to Cibolo's
right to cure under this Section, if all amounts due and unpaid are not paid within thirty(30)
days after electronic or mail delivery of such notice,then this Short-Term Partial Assignment
shall immediately terminate and all rights and obligations in connection with both the
Assigned Water Allocation and Assigned Pipeline Capacity Allocation shall simultaneously
revert to the System as if this Short-Term Partial Assignment had not been executed, and the
System shall be responsible for any arrearages unpaid. It is the specific agreement of the
parties that uncured default by either SHWSC or Cibolo shall constitute default by both and
shall entitle the System to immediate recovery of both the Assigned Water Allocation and the
Assigned Pipeline Capacity Allocation. In the event that SHWSC fails to pay CRWA all •
amounts due to CRWA for the Assigned Water Allocation within thirty(30) days after
electronic or mail delivery of past due notice; Cibolo shall be notified by electronic or mail
delivery of SHWSC's failure to pay and shall have ten days after such notice to pay the
amount owed by SHWSC and upon such payment by Cibolo SHWSC's rights under this
Assigned Water Allocation shall terminate and Cibolo shall assume all rights to SHWSC's
Assigned Water Allocation and retain all rights to Assigned Pipeline Capacity Allocation;
provided further,that Cibolo continues to timely make payments for such to CRWA, GBRA
or any other entity hereunder.
14. This Short-Term Partial Assignment shall terminate on December 31,2023.
15. This Short-Term Partial Assignment is contingent upon execution by the System and the City
of Cibolo, Texas, and approval by CRWA, of that one certain Mutual Termination of Water
Purchase Contract Between Bexar Metropolitan Water District and City of Cibolo Approved
by Canyon Regional Water Authority effective December 31,2015.
5
16.The Effective Date of this Short-Term Partial Assignment is January 1, 2016.
17. To facilitate execution,this Short-Term Partial Assignment may be executed in multiple
counterparts, each of which will constitute an original, and all of which will constitute a
single instrument.
18. Written notices required under this Short-Term Partial Assignment will be deemed effective
on the date sent if forwarded to a Party by hand-delivery to the address indicated below with
a copy deposited with the U.S.Postal Service,postage prepaid,to the address indicated
below. Any Party may notify the other party of changes in contact information by written
notice given in accordance with this Agreement:
City of Cibolo
Attn: City Manager
200 South Main
P. O.Box 826
Cibolo, TX 78108
Springs Hill WSC
Attn: General Manager
5510 S. St. Hwy 123 -Bypass
Seguin,TX 78155
San Antonio Water System
Attn:President/CEO
2800 U.S. Hwy.281 North
San Antonio, TX 78212
Canyon Regional Water Authority
Attn: General Manager
850 Lakeside Pass
New Braunfels,TX 78130-8233
Guadalupe-Blanco River Authority
Attn: General Manager
933 East Court Street
Seguin, TX 78155
IN WITNESS WHEREOF, this Short-Term Partial Assignment is executed to be effective as of
the Effective Date.
6
City of San Antonio,Texas,Acting by and Through its San Antonio Water System Board
of Trustees ("System") on Behalf of Itself and its District Special Project as Successor in
Interest to the Bexar Metropolitan Water District("BexarMet")
By:
Robert R.Puente
President/Chief Executive Officer
POSTED on ,20 , and APPROVED on ,20_,pursuant to Agenda
Item_by the San Antonio Water System.
Springs Hill Water Supply Corporation
By:
James Martin
President, Board of Directors
POSTED on , 20 , and APPROVED on , 20 ,pursuant to Agenda
Item_by the Springs Hill Water Supply Corporation.
City of Cibolo
By:
Robert T.Herrera
City Manager
POSTED on ,20_, and APPROVED on , 20_,pursuant to Agenda
Item_by the City of Cibolo.
Canyon Regional Water Authority
By:
David Davenport
General Manager
POSTED on , 20 , and APPROVED on , 20_,pursuant to Agenda
Item_by the Canyon Regional Water Authority. Upon motion made by Trustee
second by Trustee ,the Short-Term Partial Assignment of Interest was approved by
the Canyon Regional Water Authority by a vote of_in favor, opposed,_abstaining, and
absent.
7
APPROVED:
Guadalupe-Blanco River Authority
By:
William E. West,Jr.
General Manager
POSTED on ,20_, and APPROVED on , 20 ,pursuant to Agenda
Item_by the Guadalupe-Blanco River Authority.
8
Exhibit A
Point of Delivery from Canyon Regional Water Authority
to
Springs Hill Water Supply Corporation
Canyon Regional Water Authority—Lake Dunlap Water Supply
Water Treatment Plant and Delivery Point
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Exhibit B
Points of Delivery from
Canyon Regional Water Authority
Mid=Cities Pipeline to City of Cibolo
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F.M.78
F.M.78 \
Cibolo Delivery Point
. / Wagner Road
F.M.78
Booster Station
Cibolo
Transmission Mains
Haeckerville Road /
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Arizpe Road
Cibolo Delivery Point
Haeckerville Road CRWA Mid-Cities
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Lower Seguin Road
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Cibolo Water Delivery Points
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