HomeMy WebLinkAbout024535 RES - 07/24/2001RESOLUTION
AUTHORIZING THE CITY MANAGER TO EXECUTE ON
BEHALF OF THE CITY OF CORPUS CHRISTI THE
INTERRUPTIBLE WATER SUPPLY CONTRACT BETWEEN
LAYACA-NAVIDAD RIVER AUTHORITY AND CITY OF
CORPUS CHRISTI, TEXAS, AT THE TERMS AND
CONDITIONS SET FORTH IN THE CONTRACT AS ATTACHED
HERETO AND INCORPORATED HEREIN AS EXHIBIT A; AND
PROVIDING FOR SEVERANCE
WHEREAS, in 1993 the City of Corpus Christi and the Lavaca-Navidad River Authority
("LNRA") entered into a Water Delivery and Conveyance Contract, and pursuant to that contract the
City built the Mary Rhodes Pipeline, completed in 1998, which presently conveys to the City 41,840
acre-feet of water annually for municipal and industrial purposes; and
WHEREAS, LNRA presently has available 4,500 acre-feet of intermptible water, and may,
subject to permitting, have available up to an additional 7,500 acre-feet of interruptible water with
a high degree of dependability and at a very economical price; and
WHEREAS, said intermptible water would be very beneficial to the City, its citizens, and
the customers it serves in the long term, and would be especially beneficial in the short term under
the present drought conditions which have persisted in the Nueces River watershed for
approximately eight years; and
WHEREAS, because of the Mary Rhodes Pipeline the City can utilize the interruptible
water at an extremely advantageous price.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF CORPUS CHRISTI, TEXAS, THAT:
SECTION 1. The City Manager is hereby authorized to execute on behalf of the City of
Corpus Christi the Interruptible Water Supply Contract Between Lavaca-Navidad River Authority
and City of Corpus Christi, Texas, attached hereto as Exhibit A and incorporated herein for all
purposes.
SECTION 2. If for any reason any section, paragraph, subdivision, clause, phrase, word or
provision of this resolution shall be held invalid or unconstitutional by final judgment of a court of
competent jurisdiction, it shall not affect any other section, paragraph, subdivision, clause, phrase,
word or provision of this resolution for it is the definite intent of this City Council that every section,
paragraph, subdivision, clause, phrase, word or provision hereof be given full force and effect for
its purpose.
1JRB4504.002
2
ATTEST:
Armando Chapa
City Secretary
APPROVED THIS THE I t/ DAY OF
Jmes R. Bray, Jr., City Attorney
Smuel £ ~&~, Jr. -'~-/
Mayor, The City of Corpu~lJ~risti
,~ ~, ~ ,2001:
1JRB4504.002
INTERRUPTIBLE WATER SUPPLY CONTRACT
BETWEEN
LAVACA-NAVIDAD RIVER AUTHORITY
and
CITY OF CORPUS CHRISTI, TEXAS
,2001
EXHIBIT A
TABLE OF CONTENTS
PAGE
RECITALS .................................................................................................. 1
ARTICLE I .................................................................................................. 2
Section 1.01. Definitions ........................................................................ 2
Section 1.02. Interpretation ..................................................................... 3
ARTICLE II ................................................................................................. 3
Section 2.01. Sources of Water for the City ................................................. 3
ARTICLE III ................................................................................................ 3
Section 3.01. Delivery and Acceptance Requirements; Title ............................. 3
Section 3.02. Measurement of Water ......................................................... 5
Section 3.03. Payments by the City ........................................................... 5
Section 3.04. Billing ............................................................................. 5
Section 3.05. Quality of Water ................................................................. 6
Section 3.06. Texas Natural Resource Conservation Commission
Jurisdiction ....................................................................... 6
ARTICLE IV ................................................................................................ 6
Section4.01. Reporting Requirements ....................................................... 6
ARTICLE V ................................................................................................. 6
Section 5.01. Regulatory Approvals .......................................................... 6
ARTICLE VI ................................................................................................ 6
Section 6.01. Removal of Liens ............................................................... 6
ARTICLE VII ............................................................................................... 7
Section 7.01. Term ............................................................................... 7
Section 7.02. Termination by LNRA ......................................................... 7
Section 7.03. Termination by the City ........................................................ 7
PAGE
Section 7.04. Notice of Termination .......................................................... 8
Section 7.05. Option to Renew ................................................................ 8
Section 7.06. Default ............................................................................ 8
Section 7.07. Force Majeure ................................................................... 8
Section 7.08. Assignment ....................................................................... 9
Section 7.09. City Audit ........................................................................ 9
Section 7.10. Notices ............................................................................ 9
Section 7.11 No Third-Party Beneficiary ................................................... 9
Section 7.12. Governing Law, Entire Agreement, etc .................................... 10
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INTERRUPTIBLE WATER SUPPLY CONTRACT
This Interruptible Water Supply Contract, dated as of , 2001 (this
"Contract") is between the LAVACA-NAVIDAD RIVER AUTHORITY, a conservation and
reclamation district, a body politic and corporate and a governmental agency of the State of
Texas (herein, together with any successor to its duties and functions, called "LNRA"), organized
and existing under the provisions of a series of acts formally compiled as Article 8280-131, Tex.
Civ. Stat. Ann., as amended (the "Act"), and the CITY OF CORPUS CHRISTI, TEXAS (herein,
together with any permitted successor or assign, called the "City").
RECITALS
The LNRA and the City constructed facilities under a December 14, 1993 Water Delivery
and Conveyance Contract which are used to supply the City water from the LNRA in the amount
of 31,440 acre-feet per year on a permanent basis and 10,400 acre-feet per year on a temporary
basis.
The City has concluded that additional supplies of water are needed to satisfy projected
demands for water for municipal and industrial purposes within its boundaries, and existing and
potential service areas.
Because of the bay and estuary release provision in the December 16, 1994 Amendment
to Certificate of Adjudication No. 16-2095, Lake Texana's firm yield of 79,000 acre-feet per year
is reduced by up to 4,500 acre-feet to a firm yield of 74,500 acre-feet per year. LNRA has
existing contracts, including the December 14, 1993 Water Delivery and Conveyance Contract
with the City, to sell the entire 74,500 acre-feet per year. The remaining up to 4,500 acre-feet
per annum authorized under Certificate of Adjudication No. 16-2095 is available as an
interruptibIe water supply.
In order to maximize the beneficial use of available water supplies, the City desires to
purchase and receive available interruptible water from the LNRA, and the LNRA desires to sell
and convey available interruptible water to the City.
Water rights in Lake Texana are jointly owned by LNRA and the Texas Water
Development Board (TWDB) and LNRA is acting as TWDB's agent in selling interruptible
water and dedicating revenues for the purposes described below.
LNRA desires to dedicate revenue generated from the sale of available interruptible water
to environmental enhancement, recreational projects within the Palmetto Bend Project and the
Lavaca-Navidad River basin and water conservation. Dedication of revenues for these purposes
is in the public interest and will repay the citizens of Jackson County for their prior support of the
project through ad valorem taxes.
IN CONSIDERATION of the foregoing and the mutual benefits, covenants and
agreements herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the LNRA and the City agree as follows:
ARTICLE I
Section 1.01. Definitions. In addition to the terms defined above, the following terms
shall have the meaning assigned to them below wherever they are used in this Contract, unless
the context clearly requires otherwise:
"Authorized Representative" means either of the two persons at the time designated as
such in a written certificate which in the case of the City's representative is signed on behalf of
the City by the City Manager and which is furnished to LNRA, and, in the case of LNRA's
representative, is signed on behalf of LNRA by the General Manager, and is furnished to the
City.
"Available" or "Actually available," with respect to the interruptible water supply,
means water in excess of the 74,500 af/yr delivery obligation and bay and estuary release
obligations that is available for delivery and may be delivered from Lake Texana to City.
"December 14, 1993 Water Delivery and Conveyance Contract" means the contract
between LNRA and the City dated December 14, 1993 that provides, among other things, that the
LNRA will construct facilities for and deliver water to the City and the City will construct a
pipeline and booster pumps sufficient to take water in the amount of 31,440 acre-feet per year on
a permanent basis and 10,400 acre-feet per year on a temporary basis.
"Delivery Point" means the mutually agreeable point or points at which water is delivered
to the City by LNRA under the December 14, 1993 Water Delivery and Conveyance Contract.
"Force Majeure" is defined in Section 7.07 of this Contract.
"General Manager" means the General Manager of LNRA and any successor, assistant
or designee who, pursuant to law and proper proceedings, is empowered to carry out the duties of
the General Manager.
"Interruptible Water" means up to 4,500 acre-feet of water that is the difference between
Lake Texana's original firm yield of 79,000 acre-feet and the current firm yield 74,500 acre-feet
of water LNRA has contracted to sell, as more specifically described in the December 16, 1994
Amendment to Certificate of Adjudication No. 16-2095 and up to an additional 7,500 acre-feet or
more of water agreed to be sold and purchased pursuant to Section 3.01(c). Interruptible Water,
absent written agreement of the Parties, will be determined to be available only when the level of
Lake Texana is 43 feet above mean sea level or greater.
"LNRA" is defined in the introduction of this Contract.
"LNRA Project Operating and Maintenance Expenses" means the reasonable and
necessary expenses defined in the December t4, 1993 Water Delivery and Conveyance Contract.
"Lal~e Texana" means the lake and related facilities located in Jackson County, Texas,
which are presently owned by LNRA and TWDB.
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"Lake Texana West Delivery System" means the facilities that as of the date of this
Contract are owned by LNRA to supply water to the City.
"Person" includes any individual, corporation, govern_mental entity, partnership, joint
venture, business association, or other organization or entity.
"State" means the State of Texas.
"TNRCC" means the Texas Natural Resource Conservation Commission or any
successor agency for the State performing substantially the same functions.
Section 1.02. Interpretation. The caption headings of this Contract are for reference
purposes only and shall not affect its interpretation in any respect. Unless the context otherwise
requires, words of the masculine gender shall be construed to include correlative words of the
feminine and neuter genders and vice versa. This Contract and all the terms and provisions,
including exhibits, hereof shall be liberally construed to effectuate the purposes set forth herein
and to sustain the validity of this Contract.
ARTICLE II
Section 2.01. Sources of Water for the City_. The City avails itself of the benefits of
TEX. GOV'T CODE, Section 791.026 (Vernon Pamph. 2000) (Texas Interlocal Cooperation Act)
and all other applicable laws, to obtain part of its water supply from LNRA as provided in this
Contract.
ARTICLE III
Section 3.01. Delivery_ and Acceptance Requirements: Title. (a) Subject to the terms
and conditions of this Contract, LNRA agrees to sell, convey and deliver to the City at the
Delivery Point interruptible water from Lake Texana in amounts up to 4,500 acre-feet per annum,
when available, for municipal or municipal and industrial use, and the City agrees to purchase
and take at the Delivery Point up to 4,500 acre-feet per annum of interruptible water, if available,
for industrial or municipal use, and to make payment for available interruptible supply water,
whether or not taken. LNRA agrees to commence delivery of interruptible water and the City
agrees to begin taking intermptible water from the Delivery Point in the amounts provided
herein, or to pay for such water, pursuant to Section 3.03(a), whether or not taken, no later than
August 1, 2001. The City shall also pay expenses directly attributable to delivering the
interruptible water through payments calculated pursuant to Section 3.03(b) of this Contract, on
the date the City begins taking water pursuant to this Contract.
(b) The LNRA's obligation to provide the water under this Contract is interruptible to
assure the supply of water for bay and estuary releases as required by Certificate of Adjudication
No. 16-2095B. LNRA will notify City by telefax, email or telephone (confirmed in writing) of
the availability or anticipated availability of interruptible water. At the request of City, as soon
as practicable following receipt of notice, LNRA will deliver interruptible water in the amounts
requested to the Delivery Point in addition to stored water supplied to the City under the
December 14, 1993 Water Delivery and Conveyance Contract. However, in no event will the
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LNRA be obligated to provide any interruptible water if such delivery will cause the LNRA to
not meet its bay and estuary obligation.
(c) LNRA has deteimined that additional water (currently estimated to be 7,500 af/yr)
may be available on an interruptible basis in Lake Texana and intends to obtain authorization
from TNRCC to appropriate and deliver such additional water. The City agrees to reimburse
LNRA for all reasonable expenses incurred in obtaining TNRCC authorization to appropriate and
deliver such additional water and, in return, LNRA agrees to give the City the option to purchase
such additional water at the rate established in this Contract. The City agrees to reimburse
[,NRA such expenses within 45 days following billing and LNRA agrees to provide appropriate
documentation of expenses if requested by the City. Provided, City may give LNRA written
notice to terminate its participation in the proceeding to obtain authorization from TNRCC, and
the City shall not be required to reimburse LNRA for expenses incurred after such notification.
After receiving notice from LNRA that such additional water is available for sale, the City shall
have ninety (90) days in which to notify LNRA that the City agrees to purchase such additional
water. If the City notifies LNRA that it agrees to purchase such additional water, the amount of
water authorized by the TNRCC shall be added to the amount of water agreed to be sold and
purchased in subsection (a) of this section. If requested by the City, LNRA will seek
authorization to provide such additional interruptible water to the City on an emergency basis,
and the City agrees to reimburse LNRA for all expenses incurred in seeking and obtaining such
authorization.
(d) Title to the water sold pursuant to this Contract shall pass to the City as and when
it passes through the metering equipment located at the Delivery Point. Title to such water
remains in LNRA until it passes through said metering equipment.
(e) Unless modified by subsequent written agreement, the Parties agree to use the
following principles in scheduling and making deliveries of interraptible water:
(i)
The first water taken after a request by the City under subsection (b) shall be
credited as interruptible to the extent of the amount requested. It is recognized
that the taking of interruptible water may result in the need to defer the taking
of firm water which would ordinarily occur during a particular time period.
(ii)
The Parties agree to cooperate to maximize the later capture of deferred firm
water, whether deferred to accommodate interruptible water or for other
reasons such as maintenance or repairs to either the City's or LNRA's water
delivery or treatment systems. It is the goal of the parties generally to
cooperate to maximize the amount of water the City actually takes under the
December 14, 1993 Water Delivery and Conveyance Contract and this
Intermptible Water Supply Contract.
(iii)
It is recognized that in some circumstances the City may not be able to take
available interruptible water. If, prior to the end of a calendar year the City
has paid for but not taken delivery of the amount of interruptible water subject
to subsection (a) of this section, and additional interruptible water is
determined to be available, such additional interruptible water up to a total
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annual authorized delivery may be taken by the City without additional charge.
Section 3.02. Measurement of Water. Water supplied to the City under this Contract
shall be measured in accordance with Section 4.02 of the December 14, 1993 Water Delivery and
Conveyance Contract between LNRA and the City.
Section 3.03. Payments by the City_. (a) Whether actually supplied or not, pursuant to
Section 4.01(a), the City shall pay for available interruptible supply water at a rate per acre foot
equal to 50% of the rate being charged for wmer supplied pursuant to the December 14, 1993
Water Delivery and Conveyance Contract between LNRA and the City. LNRA will bill City
monthly for the amount of interruptible supply water determined to be available during the
preceding month.
(b) The LNRA Project Operating and Maintenance Expenses will incrementally
change as the interruptible wmer is supplied. Delivery expenses for interruptible water will be
included with LNRA Project Operating and Maintenance Expenses under the December 14, 1993
Water Delivery and Conveyance Contract.
(c) All documented om-of-pocket costs incurred by LNRA in developing and entering
into this Contract (including legal and consulting fees associated with this Contract, or other
costs incurred in connection with this Contract) shall be reimbursed by the City. The City further
agrees, if the City decides to purchase the additional water that may become available as
provided in Section 3.01(c) above, to reimburse LNRA for all costs, including legal and
consulting fees, incurred by LNRA in developing and making available such additional water.
(d) All revenue generated by the sale of the available interruptible water above the
delivery costs, as described in (b) and (c) of this section, shall be dedicmed by LNRA in the
public interest for the development and implementmion of environmental enhancement,
recreational projects within the Palmetto Bend Project and the Lavaca-Navidad River basin and
water conservation.
(e) No tax revenues or other monies in the General Fund of the City shall be pledged
to the payment of any amounts to be paid by the City to LNRA under this Contract, nor shall the
LNRA have the right to demand payment of any amounts to be paid by the City under this
Contract from funds raised or to be raised from taxation by the City. The funds for payment by
the City to LNRA under this Contract shall be operating expenses of the City's Combined Utility
System, and the revenues of the City's Combined Utility System will be the sole source of
monies available to secure the payment by the City of its obligations under this Contract.
Section 3.04. Billing. Billing shall be consistent provisions of the December 14, 1993
Water Delivery and Conveyance Comract, Section 4.06.
Section 3.05. Quality_ of Water. LNRA makes no representations, and shall have no
duty or responsibility, with respect to the quality of the water in Lake Texana furnished by LNRA
or the suitability of the water provided by LNRA for the City's purposes. The City agrees that
any variation in the quality or characteristics of the water furnished or available hereunder shall
not reduce or abate the City's obligations to pay for such water.
Section 3.06. Texas Natural Resource Conservation Commission Jurisdiction. If the
City believes the rates for service hereunder from time to time are unreasonable, the City will be
entitled to request the TNRCC to fix reasonable rates pursuant to the provisions of Section
11.036-11.041 and 12.013 of the Texas Water Code or if the City determines that TNRCC has no
jurisdiction, the City may enforce its contractual rights in court.
ARTICLE IV
Section 4.01. Reporting Requirements. LNRA agrees to submit annual written reports
to the TNRCC in accordance with the rules of the TNRCC.
ARTICLE V
Section 5.01. Regulatory_ Approvals. This Contract shall be effective upon filing with
the Texas Natural Resource Conservation Commission, or successor agency, as required by
TNRCC rules, and upon approval by TWDB of the sufficiency and allocation of the rates and
charges, and other provisions directly related thereto for the sale of water contained herein. This
Contract is subject to the rules and regulations of TNRCC. Other governmental approvals
required to furnish and take water, more fully identified in Section 7.02 and 7.03 below, are not
preconditions to this Contract's effectiveness, but the failure to obtain said approvals may
provide a basis for termination.
Each party will cooperate with the other in obtaining all necessary regulatory approvals
and permits. All expenses incurred in obtaining the foregoing regulatory approvals and permits
shall be paid either directly by the City, or, if paid by the LNRA, shall be reimbursed to LNRA
by the City.
ARTICLE VI
Section 6.01. Removal of Liens. If any lien, encumbrance or charge of any kind based
on any claim of any kind (including, without limitation, any claim for income, franchise or other
taxes whether federal, state or otherwise), shall be asserted or filed against any amount paid or
payable by the City under or pursuant to this Contract or any order (whether or not valid) of any
court shall be entered with respect to any such amount by virtue of any claim of any kind, in
either case so as to interfere with the payment of such amount to LNRA then the City will
promptly take such action to the extent permitted by law (including, but not limited to, the
payment of money) as may be necessary to prevent, or to nullify the cause or result of, such
interference.
ARTICLE VII
Section 7.01. Term. The term of this Contract shall be contemporaneous with the term
of the December 14, 1993 Water Delivery and Conveyance Contract, Section 10.01.
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Section 7.02. Termination by LNRA. This Contract may be terminated by LNRA if it
becomes illegal or impossible for LNRA to perform its obligations under this Contract as a result
of the occurrence of any one or more of the following:
(a)
the cancellation, amendment or other limitation by any local, state or federal
agency of any of the permits, amendments, licenses or authorizations required for
water delivery or the appropriation of water from Lake Texana for municipal or
industrial use, or for the sale to the City of the water to be furnished hereunder, or
for the operation of the Lake Texana West Delivery System or the operation of
Lake Texana, or
(b)
the promulgation or issuance of any order, rule, regulation or determination by a
court or governmental agency.
Section 7.03. Termination by the City_. This Contract or the portion of the Contract
affected thereby may be terminated by the City iff
(a)
it becomes illegal or impossible for the City to take the water as a result of the
occurrence of any one or more of the following:
(i) the failure of any local, state or federal agency to issue or approve any of
the permits, amendments, licenses or authorizations required for the City's pipeline or pumping
stations;
(ii)
the revocation or modification of any such permit, amendment, license or
authorization; or
(iii)
the promulgation or issuance of any order, rule or regulation or
determination by a court or governmental agency.
(b)
it becomes illegal or impossible for the City to utilize the water furnished or to be
furnished hereunder as a result of the occurrence of any one or more of the
following:
(i)
the cancellation, amendment or other limitation by any local, state or
federal agency of any of the permits, amendments, licenses or
authorizations required for the appropriation of water from Lake Texana
for industrial or municipal use, or for the purchase and use by the City of
the water to be furnished hereunder, or for the construction or operation of
the City's pipeline and pumping stations or the operation of Lake Texana;
or
(ii) the promulgation or issuance of any order, rule, regulation or
determination by a court or governmental agency.
Section 7.04. Notice of Termination. If a party desires to terminate this Contract by
reason of any of the events described in Section 7.02 or Section 7.03 above, it shall, within three
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(3) months after it acquires knowledge of such event, deliver to the other party a written notice
stating such desire, describing the event and specifying the date on which this Contract is to
terminate, which date shall be at least six (6) months from the date of such notice.
Section 7.05. Option to Renew. If, at the expiration of the term of this Contract as
above provided, City is not in default and this Contract is then in full force and effect, the City
shall have an absolute right to renew and extend this Contract jointly with the December 14,
1993 Water Delivery and Conveyance Contract on the terms and conditions providing for the
supply at a rate which is reasonable, just and non-discriminatory, provided that City delivers
written notice to the LNRA by registered or certified, prepaid and properly addressed first class
United States mail of its intention to do so not less than ninety (90) days prior to the expiration of
the original term herein provided.
Section 7.06. Default. If either party defaults in the observation or performance of any
of the provisions, agreements or conditions to be observed or performed on its part under this
Contract, the other party may give written notice to the party in default of its intention to
terminate this Contract, specifying the failure or default relied upon. Upon the expiration of
forty-five (45) days after the giving of such notice, this Contract shall terminate, unless, within
such forty-five (45) day period, or such longer period as may be specified in such notice or any
amendment of or supplement to such notice, the default specified in such notice shall have been
fully cured.
Section 7.07. Force Majeure. If by reason of force majeure, either party shall be
rendered unable, wholly or in part, to carry out its obligations under this Contract, and if such
party gives notice and full particulars of such force majeure in writing, to the other party within a
reasonable time after occurrence of the event or cause relied on, the obligations of the party
giving such notice (other than obligations for the payment of money), so far as they are affected
by such force majeure, shall be suspended during the continuance of the inability then claimed,
including a reasonable time for removal of the effect thereof. The term "force majeure" shall
mean acts of God, strikes, lockouts or other industrial disturbances, acts of the public enemy,
orders of any kind of the Government of the United States, or any state, or any agency or political
subdivision of the United States or any state, or any other civil or military authority,
insurrections, riots, epidemics, landslides, lightening, earthquakes, fire, hurricanes, tornadoes,
storms, floods, washouts, droughts, arrests, civil disturbances, explosions, breakage or accidents
to machinery, transmission pipes or canals, shortages of labor, materials, supplies or
transportation, or any other cause not reasonably within the control of the party claiming such
inability. The requirement that any force majeure shall be reasonably beyond the control of the
party shall be deemed to be fulfilled even though the existing or impending strike, lockout or
other industrial disturbance may not be settled but could have been settled by acceding to the
demand of the opposing person or persons. The parties shall use their best efforts to remove the
cause of any force majeure; provided further, to the extent the inability does not continue the City
shall retain its right to receive the volume of water that would have otherwise been delivered, and
LNRA shall make delivery of such water as soon as is reasonably possible following resumption
of deliveries, or upon such other terms as the parties may agree.
Section 7.08. Assignment. The City may not transfer or assign this Contract, or transfer
its rights or delegate its duties hereunder, without the consent of LNRA, which consent shall not
8
be unreasonably withheld. Upon any permitted assignment of this Contract, effective as of the
date of such permitted assignment, the City shall be released from all of its obligations under this
Contract except any pending and unsatisfied obligations as of the date of the permitted
assignment.
LNRA shall not assign this Contract without the written consent of the City, except to a
successor of the duties and functions of LNRA.
Section 7.09. City_ Audit. Upon reasonable notice, during normal business hours, the
City shall be entitled to inspect and review LNRA records of any costs assessed or incurred under
this Contract.
Section 7.10. Notices. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given when sent by first-
class mail, post prepaid addressed
if to LNRA:
Lavaca-Navidad River Authority
P.O. Box 429
Edna, Texas 77957
Attention: General Manager
and if to the City:
City of Corpus Christi, Texas
P.O. Box 9277
Corpus Christi, Texas 78469-9277
Attention: City Manager
or, in each case, at such other address as may hereafter have been designated most recently in
writing by the addressee to the addressor.
Section 7.11. No Third-Party_ Beneficiary_. The parties hereto are entering in this
Contract solely for the benefit of themselves and agree that nothing herein shall be construed to
confer any right, privilege, or benefit on any person or entity other than the parties hereto.
Section 7.12. Governing Law, Entire Agreement, etc. This Contract (a) may be
executed in several counterparts, each of which shall be deemed an original, and all of which
shall constitute one and the same instrument; (b) constitutes the entire agreement between LNRA
and the City with respect to the subject matter hereof and is separate and distinct from the
December 14, 1993 Water Delivery and Conveyance Contract; (c) shall be governed in all
respects, including validity, interpretation and effect, by and shall be enforceable in accordance
with the laws of the State of Texas; (d) may be modified only by an instrument signed by the
duly Authorized Representative of each of the parties, and (e) shall not be construed as a contract
9
for the benefit of a third party other than a permitted successor or assign of a party. In the event
that any clause or provisions of this Contract shall be held to be invalid by any court of
competent jurisdiction, the invalidity of such clause or provision shall not affect any of the
remaining provisions hereof. Each party may specifically, but only in writing, waive any breach
of this Contract by the other party, but no such waiver shall be deemed to constitute a waiver of
similar or other breaches by such other party.
1N WITNESS WHEREOF, LNRA and the City have caused this Contract to be
executed in their behalf by their duly authorized representatives, as of the date first set forth
above.
(SEAL)
ATTEST:
By:
Title:
LAVACA-NAVIDAD RIVER AUTHORITY
By:
President and Director
(SEAL)
ATTEST:
By:
Title:
CITY OF CORPUS CHRISTI, TEXAS
By:
City Manager
APPROVED AS TO FORM:
By:
Title:
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