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HomeMy WebLinkAbout04136 ORD - 02/02/1955ac: 1/5/55 AN ORDINANCE AUTHORIZING AND DIRECTING THE CITY MANAGER TO EXECUTE, FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI, A CONTRACT WITH SINCLAIR OIL & GAS COMPANY SECOND PARTY, AND SUNTIDE REFINING COMPANY, THIRD PARTY, FOR THE F R- NISHING OF UNTREATED WATER TO SINCLAIR OIL AND GAS COMPANY TO BE USED IN THE GAS PRODUCTS PLANT LOCATED OR TO BE LOCATED ACROSS THE NUECES BAY FROM THE CITY OF CORPUS CHRISTI, IN ACCORDANCE WITH THE TERMS AND PRO- VISIONS OF SAID CONTRACT, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF. BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF CORPUS CHRISTI, TEXAS: e SECTION 1. THAT THE CITY MANAGER BE, AND HE IS HEREBY AUTHORIZED AND DIRECTED FOR AND ON BEHALF OF THE CITY OF CORPUS CHRISTI TO EXECUTE A CONTRACT WITH SINCLAIR OIL & GAS COMPANY, SECOND PARTY, AND SUNTIDE REFINING COMPANY, THIRD PARTY, FOR THE FURNISHING OF,UNTREATED WATER TO SINCLAIR OIL AND GAS COMPANY TO BE USED IN THE GAS PRODUCTS PLANT LOCATED OR TO BE LO- CATED ACROSS THE NUECES BAY FROM THE CITY OF CORPUS CHRISTI, IN ACCORDANCE WITH THE TERMS AND PROVISIONS OF SAID CONTRACT, A COPY OF WHICH IS ATTACHED HERETO AND MADE A PART HEREOF. R y� 3� .`r r r THE STATE OF TEXAS ) COUNTY OF NUECES ) WHEREAS, the City of Corpus Christi, Texas, a municipal corporation, is now the owner of its water distributing system and is en- gaged in supplying water for industrial and domestic purposes to its customers; and WHEREAS, in conducting such business, said City impounds water used for such industrial and domestic purposes in a reservoir located at or near Calallen, Texas, which reservoir has for its source of water supply water impounded by the La Fruta Dam, located near Mathis, Texas; and WHEREAS, the said City of Corpus Christi, Texas, is desirous of furnishing Sinclair Oil & Gas Company, a Maine corporation, having a permit to -do business in the State of Texas, untreated water to be used by said corporation in its Gas Products Plant No. 20, Aocated across the Nueces Bay from the City of Corpus Christi, Texas; and WHEREAS,. Suntide Refining Company, a Delaware corp koration, having a permit to do business in the State of Texas, is now the owner of and maintains a water line for the transportation of untreated water from the reservoir of the City of Corpus Christi, Texas, at Calallen, Texas, to a point near the western city limits of the City of Corpus Christi, Texas: NOW, THEREFORE, THIS CONTRACT AND AGREEMENT, this day made and entered into by and between the City of Corpus Christi, Texas, acting by and through its duly authorized officers, hereinafter called "First Party ", Sinclair Oil & Gas Company, acting by and through its duly authorized officers and agents, hereinafter called "Second Party, " and Suntide Refining Company, or either of them, then, in such event, this contract shall become suspended; provided, however, that should the City prior to the expiration of this contract, acquire other and further supplies of water, by virtue of which said City would have at its disposal a surplus amount of water over and above its total current needs for its domestic within its City limits and industrial consumers And thereafter the requirements of the Suntide Refining Company, then this contract, at the option of Second Party, shall again become immediately effective, and First Party will be obligated to sell to Second Party its requirements of water, limited by the terms of this contract. Provided further should Third Party, in the operation of its Plant require the capacity of its water line from Calallen or should First Party under Paragraph 11 hereof be unable to deliver to Third Party more than its requirement under its contract with First Party, then, as long as such conditions prevail, this contract shall become suspended, but, there- after and during the period covered by this contract should such conditions change, whereby Third Party could, under the terms of this contract deliver to Second Party all or a portion of its requirement of water, as hereinabove specified, then Second Party may, at its election, by notice to First Party 3 and Third Party, again resume the purchase of water in the same manner as if there had been no interruption in the purchases and delivery of same. Provided further that should the presently existing contract between First Party and Third Party, under which First Party is supplying water to Third Party, not be renewed, then that portion of this contract between Second Party and Third Party shall be terminated, but provided that thereafter and during the period covered by this contract First Party and Third Party should renew the contract between them, then Second Party may, at its election, by notice to First Party and Third. Party again resume -3- the purchases of water in the same manner as if there had been no interruption in the purchases and delivery of same. M. Third Party is now the owner of a water line reaching from First Party's reservoir at Calallen, Texas to a point near the western border of the City of Corpus Christi. Third Party agrees to transport through said line for the account of Second Party the water purchased by Second Party from First Party, as provided by the foregoing Paragraphs I and II hereof, such water to be delivered by Third Party to Second Party at the delivery point hereinafter described. For such pipe line trans- portation Second Party shall pay to Third Party a sum equal to eight (80) cents per 1, 000 gallons for all such water transported and delivered by Third Party to Second Party under the terms of this agreement. Provided, however, that if and when First Party shall, under the foregoing provisions hereof, be unable to sell to Second Party the volumes of water so contract- ed to be sold by First Party to Second Party, then during such periods of time Second Party shall not be required to make payment to Third Party for any such transportation charges for water not sold by First Party to Second Party and not transported by Third Party for Second Party, it being understood, however, that at all times when First Party is able to deliver to Second Party Second Party's minimum requirements of water, as here - iubefore provided, and if such water be not taken by Second Party from First Party, then, notwithstanding, Second Party shall pay to Third Party - transportation charges for such minimum requirements of 120, 000 gallons of water per day. As between First Party and Second Party, it is agreed that at any time when First Party is able to sell to. Second Party Second Party's requirements of water, as hereinbefore provided, but, nevertheless, if -4- Third Party shall be unable to transport such water for the account of r cond Party, then, notwithstanding, Second Party shall be relieved of Ats obligation to take and pay First Party for such minimum volume of 120, 000 gallons per day while such condition exists, as the result of which Third Party is unable to transport water for Second Party. In the event of the interruption of the transportation of water by Third Party for Second Party, nevertheless when the cause of such interruption shall be removed, then the sale of water by First Party to Second Party and the transportation of such water by Third Party for Second Party shall be re- sumed as theretofore under the terms of this agreement. It is, however, understood and agreed between Second and Third Parties that Third Party shall not be liable for any damages to Second Party resulting from interruption in the transportation of water by Third Party for Second Party due to line breaks or for any other cause beyond the control of Third Party, or even as the result of negligence of Third Party's agents, servants or employees. However, in the event Third Party shall fail at any time to make use of its available facilities for the transportation of Second Party's minimum requirements of water purchased from First Party and which First Party is then able and willing to deliver to Second Party, then upon ten (10) days written notice to First and Third Parties, Second Party shall have the right and option to cancel this agreement. IV. The delivery point of said water to Second Party shall be at a point on the 16" line of Third Party on the right of way of the San Antonio Uvalde & Gulf Railroad Company at or near Engineer's Chaining Station 143 plus 60, Corpus Christi, Nueces County, Texas. Second Party has now in place an 8" and a 6" water line extending from this point approximate- ly 3, 400 feet north to a water pump station which it owns and operates, and -5- all water sold and delivered hereunder shall be measured by an orifice meter to be furnished by Second Party, and to be located at such water pump station. The duly authorized agents and representatives of either of the parties to this contract shall have the right to inspect the meter, read same for the purposes of checking its correctness and test same upon demand; provided, however, no agent or representative of either party shall molest, change or disturb any of the mechanism of said'meter or measuring device, unless in the presence of the agents of the other parties to this contract or by their permission. V. Second Party shall change the orifice meter charts on such meter or meters measuring water sold by First Party to Second Party. A fiscal month shall be set up for accounting purposes which shall begin on the 24th day of the month and end on the 24th day of the following month. On or before the 5th day of each calendar month, Second Party shall mail a monthly statement of the volume of water purchased hereunder,to First and Third Parties. The computed meter charts shall be mailed to Third Party for inspection and Third Party shall mail the computed charts to First Party for inspection and retention. After inspection of the statement and computed charts, First and Third.Parties shall invoice Second Party on or before the 15th of the month for water purchased the previous month. VI. The payments for any and all water sold by First Party to Second Party shall be made monthly at the office of the City- Water Depart- ment at the City Hall in Corpus Christi, Texas, and all bills therefor shall be paid on or before the 25th of the succeeding month after the same accrue.. Statements shall be mailed to Second Party at P. O. Box 576, Taft, Texas, on or before the 15th day of each month, showing the sum due IF-M said First Party for water so purchased from it for the preceding month. Likewise, payments for any and all water transported by Third Party from Calallen for Second Party shall be made monthly at the office of Third Party at Corpus Christi, Texas, by Second Party, and all bills therefor shall be paid on or before the 25th day. of the succeeding month after the same accrue. Statements shall be mailed to Second Party at P. O. Box 576, Taft, Texas, on or before the 15th day of each month, showing the sum due Third Party for water transported during the pre- ceding fiscal month. VII. Any party to this contract shall have the right to cancel and terminate same by giving to the other parties hereto twelve (12) months' written notice of its intention so to do. . Said notice may be given by registered letter, addressed to First Party at Corpus Christi, Texas, to Second Party at Tulsa, Oklahoma, and to Third Party at Corpus Christi, Texas, in which event, at the expiration of twelve (12) months from the date of the mailing of said letter, said contract shall terminate as to all of said parties, including all options for reinstatement of this contract granted hereunder. VIII. It is distinctly understood and agreed that Second Party shall not deliver or sell water obtained under this contract to any other person, firm, or corporation, except such persons, firms, or corporations which are affiliated with or subsidiaries of Second Party, or of a parent company of which Second Party is a subsidiary, and except further to ships, steam- ers, and freighters or other water craft delivering or receiving tonnage from said Second Party or any such subsidiaries or affiliated companies. Provided, however, Second Party may sell and deliver water purchased -7- under this contract to any other person, firm, or corporation Engaged in any industrial enterprise or any other person, firm, or. corporation en- gaged in the drilling, development, or operation of any oil or gas lease, but no water shall be sold or delivered to any such other person, firm, or corporation south of the platted line shown on the plat attached hereto and made a part hereof, which platted line has its origin in the middle of the channel of Nueces River at a point where Nueces River enters Nueces Bay; continuing in an easterly direction to a point on the Corpus Christi causeway, which point is one quarter of a mile north of the south abutment of said causeway. IX. Notwithstanding any of the provisions of this contract, it is agreed that the prices provided herein which Second Party is to pay. First Party for water, are subject to adjustment upward to such price as the City Council of the City of Corpus Christi, Texas may fix, provided that such rate shall not be greater than ten (10�) cents to the City per thousand gallons of water, and provided further that such price shall not be higher than that fixed after the date of this contract in any other similar contract entered into between the City of Corpus Christi and any other industrial consumer outside the city limits of the City of Corpus Christi using a comparable amount of water. X. THIS AGREEMENT shall be available to and binding on the parties hereto, their successors and assigns. IN WITNESS WHEREOF, the parties hereto have executed this agreement this the . day of January, A. D., 1955. -8- COUNTERSIGNED: CITY OF CORPUS CHRISTI, TEXAS By C omptroller ATTEST: Secretary FIRST PARTY ATTEST: SINCLAIR OIL & GAS COMPANY By President SECOND PARTY ATTEST: SUNTIDE REFINING COMPANY By President THIRD PARTY THE STATE OF TEXAS ) COUNTY OF NUECES ) BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument as of the City of Corpus Christi, Texas, and acknowledged to me that he executed the same for the purposes and consideration therein expressed, as the act and deed of said City of Corpus Christi, Texas, a municipal corporation, and in the capacity therein stated. GIVEN under my hand and seal of office this the . day of A. D., 1955. , Notary Public i in and for Nueces County, Texas, -9- STATE OF OKLAHOMA COUNTY OF TULSA BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared , Vice- President of Sinclair Oil & Gas Company, a Maine corporation, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed the same for the purposes and considera- tion therein expressed, as the act and deed of said corporation, and in the capacity therein stated. GIVEN under my hand and seal of office, this the day of A. D., 1955. My commission expires: , Notary Public in and for Tulsa County, Oklahoma THE STATE OF TEXAS COUNTY OF NUECES BEFORE ME, the undersigned authority, a Notary Public, on this day personally appeared , known to me to be the person whose name is subscribed to the foregoing instrument as of Suntide Refining Company, a Delaware corporation, and acknowledged to me that he executed the same for the pur- pose and consideration therein expressed, in the capacity therein stated and as the act and deed of said corporation. GIVEN under my hand and seal of office this the day of , A. D., 1955. My commission expires: , Notary Public in and for Nueces County, Texas -10- 4) That the foregoing vdinancelm -read fo a first time and passed to its seeaad reading -on this -the _/J a of C(it, ,195Cy the following votes- P. C. Callaway - Ellroy King _ Jambs -S, Naismith M. James Brace F. -P, i'eterson, Jr. That the foregoing ordinance-was -read TJ9540 he-second time and passed tp.its third reading vn this the day of by the following vote- -P. C. Callaway zzz g... j� - EiIToy King _ ` James S. Na #smith W. James Brace F, P. Peterson, Jr That rthe- foregoing vxdl=nce w sea for the thi#11me nd passed finally -on ttris- the -day of , 1954, by the follow- ing votes P. C. Callaway _6- �' Ellroy King / \/ James S. Naismith Wa James Brace F, P. Peterson, Jr. �1 - PASSED AND APMOVED, This the day of _,1954, NL 177 A7 CIT THE Y OF CORPUS_ CHRISTI, TFM Ci y Secret APPROVED AS- T4 EGAL FORDS (/ City Atto ey 4f3�