HomeMy WebLinkAboutC2006-601 - 12/19/2006 - Approvedt_`C?NTR aC~~ B~- ?~WEF.'~I THE CI"I~Y" OF CORPUS CHRISTI
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SA~ PA~I'RICIO VIUNICIYAL WATER DISTRICT
FOR GROIINDW:~TER PROJECT
I~his Contract is ~1~lade as ~>f this 9`" day of January, 2007 by and between the City of
Corpus Christi ("City'~). ~~ Texas ht>me-rule municipal corporation, whose address is P.O. Box
a2?~, Corpus Christi, Texas ?846~-92??. and acting through its duly authorized City Manager,
or the C`itv Manager's designee {~~Cit~~ '~lanager"). and San Patricio Municipal Utility District
t;"Districf~ j, a conservatic~n and r~clv~iation district and political subdivision of the State of
l,exas, created b~ the State oi Te~as ~inder Art~cle XVI. Section 59, Texas Constitution, and
-~rticle 8~'80-14~. ~'~;rnon~s Civil ~~tatutes, whosr° address is Drawer S, Ingleside, Texas 78362,
act~ng b~ and thr~~u~~n its ciul~~ autht~rize~i representati~ e("District's Representative").
RECIZ AI.~
1~'HEREAS. the Uistrict h~is entered into that certain groundwater lease by and between
Goliad ~ands, Ltd. and San Patricio '~lunicipal Water District, with effective date January 1,
?006 (the ~`Lease .~~~reemenr'): anr
WHEREAS, the C~ty and the [)istrict want groundwater produced pursuant to the Lease
~greement to be included ,n the Ci<<~'s regional raw water supply.
=~C'JREE'VIFNT
~UW T~~~EREFORE, in ~~~~nsideration :~f the premises, and the mutual covenants,
promises ~nd agreements hereaftei~ set forth. tl-te receipt and sufficiency of which is hereby
acknow~ledged, the Cit~~ and the District agree as follow~s.
tiECTiO`v O'~1E
Rf-:IMBL~RSEMEtiT~~ t~F DISTRIC"I"S EXPENSES TO DATE
i U 1 Idenufication of District~ s Expenses to Date. Prior to entering into this Contract
the Ci~ty and the District have agreed that the ex~~enses that the District has incurred before the
Etfective Date of this Contract related t<~ the Lease Agreement are in the amount of $747,538.23.
District has made th~ documentati~~n supporting ;uch expenses available for review by City and
~'itv has reviev~~ed the documents.
i(~? Reimbursement oi~ Expenses. ~Clie City will reimburse the District for those
expense; }~ursuant ts~ the ft~llow~ing ~chedule:
~2~'S,2 ~S.C)0 ~:m the Effecti~ ~ Date of this ('ontract.
$?y7,067.(iy plus ~.nterest :it th; rate sei torth below on the first anniversary of the
~tfective date of thi~ C~mti~act.
2006-601
12/ 19/06
M2006-444
San Patricio Mu~icipal Utilit~~
~?-'S,23~.1~ plus ~nterest at th~ rate set forth below on the second anniversary of the
Etfective date of this Contract.
~1~~he amounts that are not re~aid ~n the Ef`fective Date of this Contract sha11 bear interest
at the rate ~qual to the net r~ffective interest rate or the District's most recent bond issue.
~l~h~ reimbursemen~ payments shall be mailed to the address of the District set forth in
Section s~ of this ('ontract, or. if made by bank wire. the City shall verify wiring instructions
~~vith the District. Pavmen~ must b:= received at the District's office or bank by the due date in
>>rder not t~~ be consid~red E~ast due ~r Late
~ E('TIO~ TVVO
P.~YMF'~TS PI ~2SL aNT TO ['HE LEASE AUREEMENT
2.01 Pavments Due Under Lease A~reement. After the effective date of this Contract, the
I)istrict wi(1 pay all payments that the District is required to make under the Lease Agreement, at
t>r before the times those payment~ are required ~.o be made by the Lease Agreement, and will
~nt~oice the Cit}~ for those ~osts eaci~ month. The invoice to the City shall include a copy of any
inti~c~iee upun w~hich the District's ~nvoice is based_ The District will provide any reasonably
reyuested ~upportin~ docu~nentatio~~. Cit~ shall rnake payment for each invoice within 30 days
of the date of the Uistrict's snvoice.
2.1~2 Appropriation of funds. The parties recognize that the continuation of any contract
after the elose of an~ hscal year ot the C'ity. which fiscal years ends on July 31 of each years,
shall be ~ubject to appropriations arcd budget approval providing far covering such contract item
as an expenditure ~n ;aid hudget. ~_`ity ~~es not represent that the budget item will be actually
adopted, said determinatior: being ~~a~ithi~~ the sole discretion of the City Council at the time of
adoption ~f such i,udget. Shoul~ th~ budget item not be adopted and the funding not
appropriated, this contraet ~~Zay be terminated.
Sl~=.~'7'IOI~; THRFE
~4'A 1'ER QL .~~L"I~ITY ANI) Qt'ALITY TESTING
3_~J? Water Quality and C?uantity Testing. The District, with the assistance of its
consultants. in accordance with the Draft Plan for Initial Groundwater Exploration in San
Patricio and Bee C~unties, Texas_ prepared for the District by Malcolm Pirnie, Inc., dated
'~overr~ber 2004 (the "Dratt Plan"~~~ will test the quality of the water that may be produced
~ursuant to the Lease Agreement. ~~'ithu~ 90 days after completion of those water quality tests
~he City will notif~~ the Dist:-ict as to whether it ~rrants to terminate this Contract, or whether it
wants ~e I)istrict to procee~d to test ~he yuantity ~f water available under the Lease Agreement.
1f the Cit~ _ E~y the above deadline. n<~rifie, the District that it wants the District to test the
~
quantity of water a~~allable unde~- the l,ease ;igreement, the District will do so. Before
proee~iing, the District u~~(1 prepare plans and s~~ecifications and contract documents for water
quantity tesCing. wh~ch shall be ~ub;rct tu revievv and approval by the City.
~O? Pavment ot~ the District~5 Expenses. ~The District will pay the costs of water
yuantity and qualit~ testin~ a5 the~ become due. and will invoice the City for those costs each
month. The invoice to th~ City~ shall iz~clude a c opy of any invoice upon which the District's
invoice is hased. "C'hc District v,~ill ~~ro~~ide any reasonably requested supporting documentation.
(~in, shal? make paymenC ti~r each i-~~~oic~ within ~~ davs of the date of the District's invoice.
~k:CTION I~~O1_`R
PERM [TS
~.O ( Bee Groundwater Conservation District Permits. Within 90 days after completion
of the water quality and quantity~ tests described in Section Three above, the City will notify the
E~istrict tivhether it wants t~~ terminate this Contract or whether it wants the District to proceed,
with the assistance of~ its c:~nsultants, tc apply to f3ee Groundwater Conservation District for all
permits necessarv z-or the District tc prociuce and transport water trom the land made the subject
c~f the Lease Agreement to the Cit~~~~ Man Rhodes pipeline. If the City, by the above deadline,
r~ot~ifies the Distric~ zhat it .uants thti District to apply for the permit or permits, the District will
uo sc~~
4.0~' Payment of the District's I-~penses. The District will pay the costs of the permit
applicatiun as the~~ becom~ due. and u~ill invoice the Cit_y for those costs each month. The
invoiee to the Citti~shall in~lude a cupy ~~t~any imrc~ice upon which the Distriet's invoice is based.
~T~he [)istrict will pr~~~:~ide a.iy reasonabl~ requested supporting documentation. City shall make
payme~t ~or each in~~~~~ice ~~ rthin ~0 ~:,~ays t~f the dat~ of the District's invoice.
~t:CTIO'~ FI~'E
DES1G1~; ANi~ CONSTRL~~t'TION OF' FAGILITIES
~'~ 1:~ ISSIJAN('F OF~ BONDS
S t) i Desien and Construction oi Facilities. Within 90 days after all necessary Bee
~~roundwater Conser~ation District permits have been ~btained, the City will notify the District,
~whether i~ wants to terminate this C<~ntract or whether it wants the District to proceed, with the
~ssistance c~f its consultants and the participation ~~f~ the City, to prepare plans and specifications
and contract documents for construction ot the facilities necessary to produce groundwater from
~he land made the subject oi~the Lease A~~reement_ and to transport and deliver that groundwater
~~~ the Cit~-'> Mary Rh~des ~~ipeline. [f the City. b~ the above deadline notifies the District that it
~~ants the District t~> prepare the plar~>, specifications and contract documents, the District will
~~o so The plans anci specii~ications ~nd contract document shall be subject to the approval of the
~: it~
,
-~-
~ 0? Yavment oi the Uistrict's ~= xpense~. The District will pay the costs of preparation
~~f the plans and speciticat~ons and ~ontract documents as thev become due, and will invoice the
City~ fflr those costs each ~nonth. l~he invoice tc~ the Ciry shall include a copy of any invoice
upon which the Uistrict's :nvoice :~ based. The District will provide any reasonably requested
;upporting documentation City shall make payment for each invoice within 30 days of the date
~~f the Di~trict's in~~~~ice
~ 0~ lssuance ot Bonds. Within the deadline set forth in paragraph 5.01 above, the
t'it~ will notify the I)istric2 whetht~r it ~~ants the District to issue bonds to pay for the cost of
~onstrt~ction of the ~~roundwater pr~,duction and transportation facilities necessary to deliver the
<~roundvvater produced pursuant t~~ ~he i_ease to ~he City's Mary Rhodes Pipeline. If the City
notifies the District that it ~~oes ~~~ant the I)istrict t~~ issue the bonds, the debt serviee on the bonds
~ti~ll ~e paid pursua~~l to a contract to b~ entered into between the City and the District, which
pledges net revenues ot~ tht~ Citti~'s ~~ate=- and wastewater system to payment of the debt service
~7n the b~~nds. ~Tl~e term~ of the c~~ntract and the t~erms of the bonds shall be determined by
agreement between the Cit~~ and th~~ Disn-ict. Thc• bonds shall be sold at a time agreed upon by
the C~ity ~nd the Dist1•ict
4ECTI()~ SIX
C't?NS"TRl CTIUN i)F ~I~f~E GRO~'NDWATER PRODUCTION
.AND TIZANSPORT.4~CION FACILITIES
6.O I Construction ot Facilities, Promptly after issuance of the bonds described in the
f~orego~ng section ~.0 ~ of this Contract the District will advertise for bids in the manner required
~v Sections 49?71 through 49.2?8. Water Code. If the City. by the deadline herein, notifies the
Oistrict that it wants the District t~ ad~~rtise for '~ids. the District will do so. Within the time
allowed by the contra~t documents t<~r ati~ard of th~ contract. if the bid price is within the amount
available from the bond prt~ceeds. the District w~il~; award the contract in the manner required by
~ecti~~ns -~y 271 through 49 278. W<<ter (~~de.
~l~C"I~ION ~EVE?~
OPERAT[Oti A~1D MAI'~~TENANCE OF THE GROUNDWATER
PRODi ~CTIOI~ ~~NI~ ~TRA'~ISPORTATION FACILITIES
~ i) ~ Operation and Maintenance of the Project. After completion of construction, the
District ~~'ill operate and maintain the ~rc~undwater production and transportation facilities in a
manner that allows it to deliver trir v~~ater available pursuant to the Lease Agreement to the
~'itti~'s 1'vlar~~ Rhodes pipelin~.
7.0? Payment of the District's Expenses. The District will pay the costs of operation
and m~intenanc~ of the project as :hey become due, and will invoice the City for those costs
each month. 'The invoice to the i:'ity~ ~hall inciude a copy of any invoice upon which the
-4-
I)istrict"~ tnvoice i~ base~i. ~T~he l~istriet will provide any reasonably requested supporting
~ocumentation. C'it~~~ shal~ make ,~ayment far each invoice within 30 days of the date of the
i~istrict'~ ~nvoice. The Distriet's ~~peration and maintenance expenses for the project will be
maintained separatel~~ fron-~ other o~-»ration and maintenance expenses incurred by the District.
~}~:C'T10N EIGHT
CI !~Y"S RAVv' V~~ A'TFR COST
8.01 Costs lncluded in C'~tv's Raw Water Cost. All costs paid by the City pursuant to
this Contract shall he included ii~ th~ Citys cost of producing raw water, and shall be
~ncorporated in the raw~ water charg~ to ?he Citv"s customers.
~ECT10~'~II~E
EX%~~v1INA i'IO?~ O~ THE~. I)ISTRICT'S BOOKS AND RECORDS
9,~:) ! Examination of the I~istricr s Books and Records. The City shall have the right to
examine any records of~ the District relating to it~s costs and activities in connection with this
Contract and the Goliad Sands Proj~•ct during the I)istrict's normal business hours.
~ECTION TE'~
FORCE MA.~EURE
1~1.~)l Force ~Ia~eure. If~ the City or District is prevented, wholly or in part, from
tultillit~g it, obligations under this t;`ontract bv reason of any act of God, unavoidable accident,
acts ~~' enemies, strikes, fires, flo~~ds, ~onservati~n or water or those with superior and legal
rights to such water, y~overnmental restraint or regulation. other causes of force majeure, ar by
reason ot clrcumstances reasonabl~~ heyond its control, then the obligations of City or District, as
provid~d in this Corltract, ~zre tempe>rarily suspended during continuation of such force majeure.
tia damage is reco~~~rable by the llistrict from C~ity by reason of the temporary suspension of
delivery t:~f water due to any ot the cause~ above ~nentioned. If the City's obligation is affected
~y any of such causes. the (`itv w~ill proiY~iptly notiiy the District Representative in writing, giving
~ul( ~arti~ulars of such tior:;e maje~~re a~ soon as possible after the occurrence of the cause or
~auses relied upon.
S}-('CION ELEVEN
RE'~~EDIES UPON DEFAI~LT
1 i,(~1. Remedies Upon Default.
a. [f either part~- determines that the other party is in default under this
C'ontract_ the party~ ciaimin~ default hy the other party shall give written notice to the other party,
whieh states speciticallv the nature ~~f the default and the remedv for the default that the party
-~-
intend to seek 1~}~e notice must be mailed to the defaulting party at the address provided in
Section 1~ of this t~ ontract. ~rhe ~lefaulting partv has or will have ninety (90) days in which to
cure the default. or if such defau!t cannot be 7•easonably cured within such ninety (90) day
peri~~d, th~ defaultin~ partv shall t«e reasonable tifforts to undertake to cure such default within
such ninery (90) day perictd. If thc defaulting party~ does not cure the default and reimburse the
part~~ not in defaul: for any and alt co~ts incurr~d as a result of the breach within ninety (90)
da~~, or it~ the default catmot be ~~eas<~nably cured within such ninety (90) day period, if the
defaultin~ party dc~es not use reas~~nable efforts to undertake to cure the default and reimburse
the part~ ~lot in default to=:~ anv anc~ all c«sts incu~-red as a result of the breach within such ninety
~ 9O j da}~ period.
~he part~~ claimin~ default ma~ seei. an~ r~emed~~ ~~vailable at law or equity, including an action in
mandamus or for ;pecitic ~~erforma~lce.
h. ;~c7 ~~aiver u; an~ breach o~ detault by any party ar of performance may be
deemed a waiver- in the future, n~7r mav any w.~iver be deemed or construed to be wavier of
subsequent breach ;~r default of an~ kind. character, or description. under any circumstances.
e. ~~ttc~rne~~'s i= ees If an~~ legal action is brought by either parly, it is
~xpressl~ agreed that each party ~hall pay its o~~~n attornev fees, expert witness fees, and any
>>ther cost~ of liti~ation
S}~CTION ~Vb'ELVE
ti~ >TI('ES AND ADDRESSES
i 2_01. '~otices and Addres~es. _~ny notice, communieation, or statement required to be
given pursuant to this C~>ntract ~~~ill he in writing and deemed to have been received when
delive~ed in person ar three (~) days after mailing if sent by certified mail, postage prepaid,
return rec~ipt requested. to the address ;~fthe respective party indicated below:
City ~~f Corpus Chri;ti
Attn: Water Superintendent
P.O. Box 9?77
Corpus Christi, ~exa~ 78~69-9277
Phone: (36; } 826-1 K8l
Fa~: ~ 361 } R26-18$~~
San Patricio Municipal Utility District
Attn: Executive Director
P.O. Drawer S
[ngleside, Texas 78362
Phone: (361) 643-6521
Fax: (361) 643-9093
S~~:C'"fION THIRTEE'_~i
I'ERM OF CONTRACT
13 01. Term of Contract. If the City elects to terminate this Contract pursuant to the
provisions of Sections Tw~~~, Three. Four c~r Five of this Contract, then, on notice of that election
to the District in the manner required by Section Twelve of this Contract, this Contract shall
-6.
immediately term~nate. and the pa,-ties ~hall have no further obligations to each other under this
Contract, except tor the City's obli~atic~n to reimburse the District for expenses that the District
has ~ncurred at the time c~k termination pursuant to Sections One, Two, Three, Four or Five of
rhis Contract.
( ~~ the Cit~~ d~es r ~ot elect to terminate the Contract in the manner described in the
toregoing paragraph. thi~ Contract shall continue in effect during the useful life of the
~;roUndwater production and trans}~ortati~~n facilities constructed pursuant to Section Six of this
C'~~nzr~ci
SEt ~~I'I01~ F~)URTEEN
MiSCELL~~IvEOL,'S
E=~.01. Se~~erabilit~~. In cas~ an~ one or ~riore provisions contained in this Contract is for
~nv reason held to be invatid, illegal, or- unenfarc~eable in any respect, such invalidity, illegality,
or unenforceabilit}~ does not affe~t any other provision hereof, and this Contract will be
construed as if such invalid, illegal. or unenforceable provision had never been contained in this
~:c7ntract
i-~.~)2. Captions. all title~ c~t the sect~ons of this Contract have been inserted for
con~~enience of reference r>nlv and are not considered a part of this Contract and in no way will
thev affect the interpretation of~any~ ~~ro~~isions of~this Contract.
:-~.t)3. Modifications. An~ amendments. or alternative or supplementary agreements, to
this Contract must be made in w~riting aiid duly etecuted by an authorized representative or agent
~f~eac~ ~.~f the parties to thi~ Contra~t.
~i ~.~4. Parties at Interest. Chis Cornrac; is for the sole and exclusive benefit of the
parties, and shall never be construed to confer amv benefit on any third pariy. This Contract will
~e binding upon and inure to the benefit «f'the parties and their respective successors and assigns
where permitted b~~ this CcFntract.
l=~.~~, Cooperatiori and Gc»d Faith. The parties to this Contract will cooperate with
each other and act in ~ood Faith in performing the obligations of this Contract and in assisting the
crther parri to perform its obligation~ under this contract.
l~.06. Parties at lnterest. ~I'his C'ontract is for the sole and exclusive benefit of the
parties, and shall never be construed to eonfer an~~ benefit on any third party. This Contract will
he binding upon and inure ~o the beriefit c~f~the parties and their respective successors and assigns
where pernlitted b~~ this Cc~ntraet.
_ ~. _ ., ,,. ,,~,..
i 4_07. Texas Law to Appl~ . 1~~ his Contract will be construed under and in accordance
with the laws of the State ~~f Tzxas
14_08. V~nue. A,iy actio,l or proceedir~~g relating to this Contract must be taken in
~ueces ~~untv. ~I~exas. i~he parti~s a~~ree that the courts in Nueces Counry, Texas, shall have
exclusi~~~ ;urisdicti~~n over this Contract
( 4_09. Prior A~reements ~uperseded. This Contract constitutes the sole and only
agreement of the parties and supersedes any pri~~r understanding or written or oral agreements
?~etv~e~n the parties respec~ting the «~ithitl subject matter.
i 4. l 0. .All .-~greements Contained in this Written Instrument. This Contract represents
the entire agreement between the District and City supersedes all prior negotiations,
representations, or agreem~nts eithe~• oral or wTitten.
~~ 11. Assi ~na6ilirv. Thi~ Coritract mav not be assigned by either pariy without the
prior written consent of ~.he ~~~~vernin~ body of the other party, which consent will not be
unreasonably withheld.
~:4 12. Authoritv tc~ Execute. Both parties represent that the individual signing of this
~'-ontract on behalf of each of the parties has been duly authorized to execute this Contract by
~roper ordinance or resolution ot its ~~overning body (e.g., the City's City Council and the
District~~ Board of Directc~rs). and certified copies of the authorizations have been provided to
the ~~ther ~arty for attachment to this Contract. I'he City's authorization shall be Exhibit "A,"
and the I)istrict's ai~thorization sha~l be I~~xhibit "Fi."
i-~,13. Effective Date. t~h~ Effective Date of this Contraet shall be the date on which it
lias he~n si~ned bti~ both parties.
~;~hz parties ha~e executed this t`ontract in multiple counterparts, such executed copy
shall be considered ~s an originaL Y~~ their respective duly authorized representatives.
-8-
a r~r~.sz,:
San Patricio Municipal Utility
District
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B17t l~~ ~-'l '"^ . ~~ ~
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~ _. ~. ~]A_'..-~-_ -'~.~~,:-, s ~.. ..- F ~__
Rebecca Krumno~
Secretan~/~I~reasure.
~%Y i' ~
BV . . ~ 7' /:~. i y ..
r
Bill' o ennill
President
~CK'vOWLF DG'v1EN"C
s1~.a rE ~ ~-~ TEXa~ ~
;
CO~CNTY OF SAN PATRCCIO ~
, "I his instrument was ~cknow~ledged before me on the °~ ~"~ day of
~~-~~~ ~-+-~~~___. ?O(~6, by Bi~lie Jo Tennill, President of the San Patricio Municipal Utility
~"5istric#. a political subdivi4ion of the State of Texas, on behalf of said district.
~"'~ LIM~A~ PSAI.NiEATfi ~. ~,. _ ~ kiL
~ 3TATE Of T~g
"'r' Mr ca~m. ~,. ~2-ta-2o~o ':~ame: ~ ~ -f-
'~~'-~~L~ Notary Public. State of Texas
'vt~ Commission Expires: ~~ ~ ~ 3 l2 a t t'
-9-
~ i7.ES_i
~~ -~~~~~ ~~.._
armand~> C'hapa _
i'itv Secretarv
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<~PPRO\'I-D: -- `- -- ctay ~~t ,_~ ,.~~ t~ F-~ _
'Vlan~ Ka~~~ ~ischer. ('itv Attornev
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Gat~ W`'. Smi
~ssista~nt City Attorne~~
i'HE CITY OF CORPUS CHRISTI
eo e Noe
City '.Vlanager
200,~7
1CktiOWLEDGMENT
~T A I'E c )~ T'EXAS ~
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('Ol_;~1TY ()F I~~t'~~C'E~ `
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~hi,~ ~ trument was ~~cknowledged before me on the ~ day of
_~ ~~~j~~.~'~;-~O(~~;~b~~ (reorge Noe. C it~ Manager of the City of Corpus Christi,
~t e~as, on behalf of the Cit~ .
r ~, ~ ~
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, .,. . __. . . _.-- . . ... _ _._
._ _ ?~lame:
(~~ =4L~ Notary Public_ State of Texas
'vIv Commission Expires:
_' SanPar~contraci-ec3.doc
~~(i-
CERTIFICATE
THE STATE OF TEXAS ~
COUNTY OF NUECES ~
I, the undersigned City Secretary of the City of Corpus Christi, Texas, so certify that
the following is a true and correct copy of Motion No. 2006-444 passed and approved by
the Corpus Christi City Council on December 19, 2006 as same appears in the Official
Reco~-ds of the City of Corpus Christi, Texas, of which the City Secretary's Office is the
lawful custodian.
W ITNESSETH MY HAND and the Official Seal of the City of Corpus Christi, Texas,
this is the 6th day of March, 20i~7.
{-
~ `' ` f ~~
Armando Chap
City Secretary '
Corpus Christi, Texas
(SEAL)
Exhik~it "A"
M0710NS -12i19/06
-~6 ~~. Motion authorizing the ~,ity Manager or h~s designee to enter into a contract with
San Patricio Municipal Water District related to the development of groundwater
supply f~om Gcaliad Sands, ~td
ATTES`
~J~
Armando Cha ~~~__----
pa. City Secretary
H ry Garre , Mayor
City of Corp s Christi
M2006-444
SECRET_~RY'S CERTIF"ICA7'E
T'HF. S'l~.A I'E OF TEk<<~S ~
~
CO[TNT~" OF SA~~ PATRICIO ~
~'he undersi~led orfieer of °he Board of Directors of SAN PATRICIO MLTNICIPAL
~':ATER DISTRI(~'T. herei~y certities as tollows:
~. The Board uf Direct~~rs of said District convened in REGULAR MEETING, on
the ~>`" day of Januarv, ?00?, at 421 ?~ Hu~v. 361, Ingleside, Texas 78362; and the roll was called
t>t~the dul~~ con~tituted ~~ffi;;ers and rnembers of ~aid Board, to-wit:
3illit Jo Tennill - President
Herbert O Cirebe, Jr. - Vice President
Rebecca Krumnow - Secretary/Treasurer
Gary Boehnke - Director
i3ernie Benavidas - Director
Danny Cox - Director
('ro` Vlircovich - Director
Ed EZainwater - Director
A1 '~ielson - Director
and all said persons were present, e~ccept Ed Rain~vater, thus constituting a quorum. Whereupon,
among other business, the tollowin~~ wa~ transacted at said meeting:
"I he proposed written contract entitled '`Contract Between the City of Corpus Christi and
San P~tricio Municipal Water Distr~ct for Groundwater Project" was presented to the Directors.
After discussion. motion w as made. sec:~nded and unanimously adopted to approve the contract.
~'. That a true, full, and c.orrect copy of the contract form that was approved is
~~ttacheci to and follows this certiticate; t}lat said cc~ntract has been duly recorded in said Board's
minut¢s ut" said meeting; tlrat the ab~~ve and foregoing paragraph is a true, full, and correct
excelpt fram said Board's minutes ~~f said meeting pertaining to the passage of said contract; that
the pe~sc~ns named in the ai~ove and ~:ore~oing paragraphs are duly chosen, qualified, and acting
~~fficers an~~ members of sa~d Board ~~s indicated therein; that each of the officers and members of
~a3d Boai~d was duly and sufficierltl,~.~~ notitied offic~ally and personally, in advance, of the time,
place and purpose ot~ the at~~resaid r~~eetsng. and that said contract would be introduced and
:::onsidered forpassage at s~~id meet,ng, and each of said officers and members consented, in
advance. t~~ the holding ~~f ~aid meeting t~~r such purpo~e; that said meeting was open to the
~ub1~c as required bti~ law; and that }~~ublic r~otice ot'the time, place, and subject of said meeting
~~•as given ,~s requu-ed bv ('~~apter ~~ i. G~~~-~ernment C'ode, and Sec. 49.063, Water Code.
Exhibit "B"
~t~iNED .-~\U SF ~I_ED t}te ~` d ay of _``~' ~,~, ~2tc1t_.G~, , 2007
~
~ ~_ ~ ~ ~
f3~ ~ ~~~?~-~'- -~- ~- ~ ~~lf~, ,_ ;
Rebecca Krumnow, Secretary
San Patricio Municipal Water District
~L)I~>TRCCT SEAL~
! tixnP<a: sec-,: ,
('t ~ti"~R:~1C~1~ BE~'~W~~:F.?~ THF, +~`I'TY OF CORPUS CHRISTI
AN i~
SA?~ PAI~RIC'IO !VIC~NICIPAL WATER DISTRICT
FOR GROt!NDWATER PROJECT
-~ hls Contract is n-~ade as ~~~r this 9`~ day of January, ?007 by and between the City of
C'orpus Christi ("C~n~";, a Texas (;~~me-rule municipal corporation, whose address is P.O. Box
~2? 1, C~~rpus Christi, Texas 7846y-927~. and acting through its duly authorized City Manager,
x>r the C~tt~ Manager~s de~ignee (`~(~it}~ 'Vianager"), and San Patricio Municipal Water District
~"(=)istrict'~ ~, a conservati~3n and re~lamation diszrict and political subdivision of the State of
[`exas, created bv the Sta~e e~f ~Ie~as under Article XVI, Section ~9, Texas Constitution, and
~rticle 82~0-14~. ~~emon ~ Ci~il ~+tatutes, whose address is Drawer S, Ingleside, Texas 78362,
acting b~ and throu~h its duly auth~=l~~ized represen~ati~°e ('District~s Representative").
REC'IT AI_S
~`HEREA~, the D~strict has entered into that certain groundwater lease by and between
C~aCiad Sands, Ltd. and San Patricio Municipal Water District, with effective date January 1,
?006 (th~ '~Lease A~reement'~1: and
~~'~~~EREA~. the Ciry and the District warit groundwater produced pursuant to the Lease
~~reement to be ineluded ~,n the Cit~'s rG:,;ional raw water supply.
~URF,FME?~"1~
'~OW "I'HEREFOKE, in ~~~nsideration ~~f the premises. and the mutual covenants,
promises and agreements hereafter set forth, the receipt and sufficiency of which is hereby
acknc~~vledged, t-he ('itv ancl the District a~ree as f~~llows.
~ECTIOI~ ONE
kEI'vIBL`RSEME\T OF DISTRICT'S FXPENSES TO DATE
1 01 Identitication of District's Expenses to Date. Prior to entering into this Contract
the C'ity and the District have agrezd that the expenses that the District has incurred before the
Effective L)ate of this Contf-act related to the Leas~; Agreement are in the amount of $747,538.23.
District ha~ made the documentatian supporting such expenses available for review by City and
(`itv has reti~iewed the documents.
l 0~ Reimbursement of 't:xpenses. 1'l~e City will reimburse the District for those
;,xpenses pursuant to the foilowing tichedule:
$?2~,235.00 on the Effectiv~~ Date of this ('ontract.
$~_'97,067.09 plus interest ~~t the rate set forth below on the first anniversary of the
E;:ffective date of this Contract.
`ti_"5,2 ~~:~ plus ;nterest c:: tht rate set forth below on the second anniversary of the
c.tective uate of this C~~nti-act.
-i~h~ amount~ that are not repaid on the Effective Date of this Contract shall bear interest
at the ratz ~qual to the net ~ffective interest rate on the District's most recent bond issue.
~~hz reimbursemen~ payments shall be mailed to the address of the District set forth in
5ect~on =~' of this i;~ontract, or_ it ~nadt by bank wire. the City shall verify wiring instructions
with the District. F'ay~ment must he received at the Distriet's oftice or bank by the due date in
=_7rde:- not t~~ be considered ~~ast due ~~r lat~ .
~F;CTION TWO
P~Y'MENTS Pt_~KS[ ANT TO THF LEASE AGREEMENT
2.ii I Payments Due Under Lease Agreemezlt. .~fter the effective date of this Contract, the
District will pay ail payments that the District is required to make under the Lease Agreement, at
~~r before the times those ~~ayrnent~ are required to be made by the Lease Agreement, and will
~nvoice the Citv for those ~osts eac~~ mor~th. The invoice to the City shall include a copy of any
invoice Upon which the District's inv~~~ce is based. The District will provide any reasonably
requested supporting documentatic>>1. ( it~~~ shall tnake payment for each invoice within 30 days
of the date of the District's invoice
2. i)~ Appropriation of iiinds The parties recognize that the continuation of any contract
after the ciose of an~ fiscal year o~` the (:'ity. which fiscal years ends on July 31 of each years,
~hall bre subject to appropriations and buc~get approval providing for covering such contract item
as an expenditure it1 ~aid hudget. ': ~ity cioes not represent that the budget item will be actually
adopt~_ said det~rmination being ~vithin the sole~ discretion of the City Council at the time of
adoptior ~~f such ~udget Shou,d tlze budget item not be adopted and the funding not
appropriatzd, this contract ~na~ be t~°rminated.
SECTION CHREE
W.ATER Qi ANTITY ANI~ Ql_iAI.ITY TESTING
~ 0; VVater Qualitv and C?uantity Testing. The District, with the assistance of its
consultants, in accordance with t}~e Draft Plan for Initial Groundwater Exploration in San
Patricio and Bee Counties. Texas. prepared for the District by Malcolm Pirnie, Inc., dated
tioti~ernber 2004 r. the ~`Draft Plan~~ i. w~i 11 test the quality of the water that may be produced
pursuant t~~ the Lease Agreement. ~~'ithin 90 da~~s after completion of those water quality tests
the City wiil notit}~ the District as tc: whether it wants t~ terminate this Contract, or whether it
wants the [)istrict to procetd to tesi the quantity ~~f water available under the Lease Agreement.
If the Citv, by the above deadline. n.~tifies the District that it wants the District to test the
quantity o+.~ water availabie under~ the Lease Agreement, the District will do so. Before
proceeding. the District wiil prepar~ plsns and specifications and contract documents for water
quantity testing. wliich shall be tiubiect tc~ review and approval by the City.
:; ti? Pa~ment ot the Di~trict's Expenses. The District will pay the costs of water
yuantit} and qualit~~ testin~ as the~-~ become due. and will invoice the City for those costs each
~nonth. T~Ie inv~~ice to thz Cit~~~ shall include a ti~op} of any in~~oice upon which the District's
:n~~~~c~e ;s hased. The District wi11 ~rotiide anv~ r~.asonably requested supporting documentation.
~:'~t~ shai l make pa~ment f~ ~r each ilivoice z~~ithin ~0 days of the date of the District's invoice.
'~I-CTIO?~ FOl_~R
PERMITS
~ C)1 Bee Groundwater Cunser~~ation District Permits. Within 90 days after completion
~~f the water qualitti~ and quantitv tests described in Section Three above, the City will notify the
District whether it ~~ants t~~ terminate this Contract or whether it wants the District to proceed,
~~~ith the assistance ~~f its consultants, to apply to Bee Groundwater Conservation District for all
permits ne~essary t~~r the I)istrict t~~ produce and transport water from the land made the subject
~7f the L~a,e A~reement to the Cit~ ~s Marv Rhodes pipeline. If the City, by the above deadline,
notifies thc~ District that it wants tht District to apply~ for the permit or permits, the District will
tio ;~~.
=~ 0? Payment of the Dist. ict's Expenses. ~I~he District will pay the costs of the permit
applicatiui; as the~~ become due, arid will invoice the City for those costs each month. The
~nvoice t~> .he Citv shall include a c~>py ~~t~ any invuice upon which the District's invoice is based.
~~:~he District will provide any reasc>nabl~~ requested supporting documentation. City shall make
pa~~ment tor each inv~~ice «~ithin 30 ~iays e~t the date of the District's invoice.
~E;CTIU?~ FIVE
L)ESIG'~l a'~U CONSTRUCTION OF FACILITIES
AtiD ItiSUANCE OF BONDS
~O1 Desi~n and Construction of Facilities. Within 90 days after all necessary Bee
(Jrc~und~~ater Conservatiorr District permits have been obtained, the City will notify the District,
whether it wants to terminate this C'ontract or whether it wants the District to proceed, with the
assistance ~~f its consultants and tht participation ~~f the City. to prepare plans and specifications
and cantract documents fo2~ construction ~7t the facilities necessary~ to produce groundwater from
the land made the subject c f the Le~~~e ~~greement, and to transport and deliver that groundwater
tt~ the Citv~s Man~ Rhodes pipeline If tf~1z City~. br~ the above deadline notifies the District that it
•~ants Cht I)istrict to prepar~ the plai~s, sp~cifications and contract documents, the District will
~io sc "[~he plans and speci `ications and ~ontract document shall be subject to the approval of the
t i i,.
~ ~~' Payment of ~he District"s Expenses I'he District will pay the costs of preparation
t~f the plans and specifications and iontract documents as they become due, and will invoice the
Cit~° for those costs each rnonth. l~he invoice t~ the City shall include a copy of any invoice
upc~n which the Distriet's ~nvoice i~~ based. T'he District will provide any reasonably requested
~upporting documentation. Cit~~ sh,:ill make paymznt for each invoice within 30 days of the date
~~f th~ ~istrict's in~~~}ice
'~.(>> Issuance oi~ Bonds. Within the cieadline set forth in paragraph 5.01 above, the
f'it~ will notifv the Distri~t v~~hether it ~~~ants the District to issue bonds to pay far the cost of
;;onstructii,n of the groundwater pr«duction and transportation facilities necessary to deliver the
~,roundwater produced pw-suant tc~ the I,ease to the City's Mar~ Rhodes Pipeline. If the City
notifies ?h~ District that it ~oe~ wa1,t the Uistrict tti~ issue the bonds, the debt service on the bonds
w~ll be paid pursuant tc~ a contrac~ to h~ entered into between the City and the District, which
pledbes net revenu~~ of tl.e Citv'~ ~~~ater- and wastewater system to payment of the debt service
~~~r~ the h~nds. 1~11~~ term~ of the :_~ntract and tl~e terms of the bonds shall be determined by
a~r•eement between the Ci°v° and th~~ District. The honds shall be sold at a time agreed upon by
?_he (`itt ar~d the I)i~tric:.
~ECT~I(~N S1X
C~)'~STRI ~CTIO'~ i~F ~f~HE GRUUNDWATER PRODUCTION
A'~;D TRA'~SPORTATION FACILITIES
(~_(11 Construction of Facilities. Promptly after issuance of the bonds described in the
toregoinb section ~.03 of this Contract the District will advertise for bids in the manner required
~}~ Sections 49.2 i? througl~ 49.278. Water Code. 1f the City, by the deadline herein, notifies the
I~istriet that it wants the I)istrict t=~ ad~~ertise far bids, the District will do so. Within the time
allowed ~~~ the contract documents i~r ar~~ard of the ~ontract, if the bid price is within the amount
a~~ailable f~rom the h~nd pr~oeeeds. ~he I~istrict w~ill a~~ard the contract in the manner required by
~ections ~3~.271 thr<~ugh ~~~.27~. Vl~~ater t_~ude.
S~~:C'TIO'.~i SE`-'EN
OPERATIO'V' AND VfAI'vTEI~AI~CE OF THE GROUNDWATER
~'RODI :CTIOI~~~ ~NI) TRANSPnRTATIOl~r FACILITIES
~' O l Operation ai~d Maintenance of the Project. After completion of construction, the
llistrict will operate and maintain the ~roundwater production and transportation facilities in a
manne~ that allo~~s it to tieliver t~~e ti~~ater available pursuant to the Lease Agreement to the
Ciri's Mary Rhodes pipelir~e.
~' 0~ Pavment of the Distrlct's Expenses. The District will pay the costs of operation
and mairztenance c~f the project as :heti~ become due. and will invoice the City for those costs
uach month. The inv~ic~ to th~ Citti~ shall include a copy of any invoice upon which the
I7istrict'; ~nvoiee i~ base~i. ~1'he ?~istrict will pro~~ide any reasonably requested supporting
~ocurnentation. ~~it~ shal; make ~~ayi~~ent for each invoice within 30 days of the date of the
I)istriet'~ ~;nvoice -I~he D;strict"s aperauun and inaintenance expenses for the project will be
iY~aintaine~ separatei~ from other o~tration and maintenance expenses incurred by the District.
~}~CTION EIGHT
C'1 1~Y'~ RAW V~ ATER COST
x.(;1 C~sts Included in City"s Raw Water Cost. All costs paid by the City pursuant to
this Contract shal; be included in the City's cost of producing raw water, and shall be
~ncorp~orated in the ra~~ water char~e to ~he Citv's customers.
~E~CTI()?~ NINE
}~,X.~MI?vA I'IOI~ C)I~ THF: DISTRICT'S BOOKS .AND RECORDS
~~ (f 1 Examination of the Distnct's Books and Records. The City shall have the right to
examine any reeords of the Distri~t relating to its costs and activities in connection with this
C'ontract and the Ci~tiad Sands Project during the :~istrict's normal business hours.
~a~cTloti ~r~.?~
f-~<>RCE M.~JEURE
? O.Q1 Force Majeure. If the C~ity or 1)istrict is prevented, wholly or in part, from
tultilling its obligations under this t:'ontract by reason of any act of God, unavoidable accident,
acts of enemies, strikes, tires, flot~ds. ;:onservation or water or those with superior and legal
ri~hts to such water_ governmental restraint or regulation, other causes of force majeure, or by
~ eason ot~ circumstances reasonabl} beyurld its control, then the obligations of City or District, as
~ravic~ed in this Contract. ~re tempi~raril~ suspended during continuation of such force majeure.
`~io damage is recoverable by the ~~)istr~rt from City by reason of the temporary suspension of
deli~er~~ or' water dut to a~1y of the causes above mentioned. If the City's obligation is affected
h} any ot 4uch causes. the +'itv wili promptly notify the District Representative in writing, giving
rull particulars e~t such force majeiire as soon a~ possible after the occurrence of the cause or
causes relied upon
S1;CTI01~ I;LEVE~;
RF MEUfES t'PON DEFAULT
l ~ .~11 Remedies L~pon Default.
a. It either par~~ determines that the other party is in default under this
t'~~~ntract. the party claimin~ default by the other party shall give written notice to the other party,
wh~ch states specifically~ ti~e nature of the default and the remedy far the default that the parry
~ntend t« ~zek. The nc~tic~ must he mailed to the defaulting party at the address provided in
~ection i% of this Contrac.. l~he ~efaUiting part~ has or will have ninety (90) days in which to
~:ure the default. ~n it such defiau~i cannot be r~:asonably cured within such ninety (90) day
period, the defaulting part~ shall u~~ reasonable efforts to undertake to cure such default within
~u~h r~net~~ (90) day~ perioci. If the defaulting party does not cure the default and reimburse the
part` not in default for arv and all co~ts incurred as a result of the breach within ninety (90)
days. or if the defauh car,not be r~asc~nably cured within such ninety (90) day period, if the
c~efaultin~~~ pam does not ~ise reasc~nablz efforts to undertake to cure the default and reimburse
the ~art~ not in default foT~ an~~ an~ all ~~~sts incuired as a result of the breach within such ninety
;_90) da~~ period,
the part~ cla.imin~ default ~nay~ seel.: an~~ r-emedy available at law or equity, including an action in
mandamus ar for specific ~~erformar~ce~
b. No ~tvaiver or an~~ hreach or~ default by any party or of performance may be
deenied a wai~~er iz~ the t~ature. nc~r ma~~ any w~~iver be deemed or construed to be wavier of
subsequent breach c~r defatrlt of an~ Kind. character. or deseription, under any circumstanees.
~ Attornev`s I~~es. If an~~ (egal action is brought by either party, it is
~xpressl~~ agreed that eac}; partv snall nav its o~~n attorney fees. expert witness fees, and any
;7ther co~ts of litigatiun
SF~:~ TIOl~ 's'Vv'ELVE
'vs)TICF~S AND .ADDRESSES
i?.O1 ?~;otices and Addresses. Anv notice, communication, or statement required to be
~i~~e~7 pursuant to this Cantract ~ i ll he in writ:ng and deemed to have been received when
aeli~~ered in person ~~r thr~ee (3 ) da_ys after mailing if sent by certified mail, postage prepaid,
return receipt requ~sted, t~; the address of the resp~ctive party indicated below:
Cit. ,~t~ C'or~~us C'hristi
Atm~. Water Superin!endent
P.O. Box 9~77
Corpus Chrrsti, Texas 7R469-9277
Phone; (36l ) 826-18K1
Fax: ( ~61) K26-188~~
San Patricio Municipal Water District
Attn: Executive Director
P~O. Drawer S
Ingleside, Texas 78362
Phone: (361) 643-6521
Fax: (361 j 643-9093
SECTION ~I'HIRTEEN
I'ERM OF ('ONT'RACT
1~.~)1 "Term of Contract. If the City elects to terminate this Contract pursuant to the
provisions ~f Section~ Tw~~, Three. i~our or Five ~~f this Contract, then, on notice of that election
to the District in the manner required by Section Twelve of this Contract, this Contract shall
zmmediately terminate, anc: the parties ~hall have no further obligations to each other under this
Contract. except for the City s obli~ation to reimnurse the District for expenses that the District
ha~ ineurred at the tiine o~~ termin~ttion pursuant to Sections One, Two, Three, Four or Five of
this C`ontract.
If the City does not elect ~o terminate the Contract in the manner described in the
foregoing paragraph, this Contract shall continue in effect during the useful life of the
~~rc~undt~~ater production and transportati~p facilities constructed pursuant to Section Six of this
t`ontr~t
SEt"i~I01~ F~)URTEEN
'VIISCELI,~~N~OUS
~~-(?1 Se~~erabilih . In cas~.~ am cme or more provisions contained in this Contract is for
any reason held to be invalid. illega3, or unenforceable in any respect, such invalidity, illegality,
:~r une~farceabilitv does n~~t affect any c~ther prov~sion hereof, and this Contract will be
cc~nstrued ~s if such in~~ali~l, illegal. ~r unenforceable provision had never been contained in this
C'untract
? 4 02 Captions. ;~11 titles ~~f th~ sections of this Contract have been inserted for
eon~~enien~e of reference ~~nly and <ire n~~t considered a part of this Contract and in no way will
thev affect the interpretati«n of an~ pro~ isions of this Contract.
E 4 03 Moditications. :~n~ amendments, or alternative or supplementary agreements, to
x~his ~ontract must be madL in writing and duly eXecuted by an authorized representative or agent
~~~f'zach t~>f the parties to thi~ Contra~t.
i 4_04 Parties at Interest. l~l~1is C'ontract i~ for the sole and exclusive benefit of the
~arties, and shall ne~er be :;onstruea to cunfer an~ benefit on any third party. This Contract will
be binding upon and inure to the benefit ~>f'the parties and their respective successors and assigns
where ~~rmitted by this C~ =ntra~t.
_~O5 Coo~eration and Goc~d Faith. The parties to this Contract will cooperate with
~:ach other and act in good faith in ~aerforming the obligations of this Contract and in assisting the
:~ther part~ to perform its obligatior~s under this e~~ntract.
;~ 06 Parties at Interest. 1 his ('~~ntract i~ for the sole and exclusive benefit of the
parties, and shall ne~~er be tionstrue~ to confer an}~ benefit on any third party. This Contract will
~ae binding upon and inure to the benetit uf the pa~~ties and their respective successors and assigns
where permitted bv this C<~,ntract_
~~.~7 ~lexas Law to Appl~ . Thls Contract will be construed under and in accordance
with the laws of the ~tate ~~~f Texas.
~~ ~ 08 Venue. An:~ action ~.7r pr~~ceeding relating to this Contract must be taken in
'~lueces ('uunty, Teaas. The parties agree that the courts in Nueces County, Texas, shall have
exciusiv~ iurisdiction over this Contract
14.09 Prior Agreements Superseded. This Contract constitutes the sole and only
agreement of the parties and supersedes any prior understanding or written or oral agreements
between the parties respecting the ~vithin subject matter.
~~~I 0 All A~reements Contained in this Written Instrument. This Contract represents
the eniire agreement betwten the District and Cit}~ supersedes all prior negotiations,
repres~ntations, or ~~greem~nts either oral or written.
?-~ ~l 1 Assi nabili~~. ~I'his C,ontract may iiot be assigned by either party without the
prior written eonsent of th~~ go~~erning body of the other party, which consent will not be
unreasonably w~thheld.
i~ 12 AuthoritX to Execute Both parties represent that the individual signing of this
~'~ntract on behalf'of each of the pai-ties has been duly autharized to execute this Contract by
proper ordinance or resolurion of it~ go~erning body (e.g., the Cit}~"s City Council and the
I~istriet's E3oard ~f [~irect~~rs). and ~:zrtiti~d copie~ of the authorizations have been provided to
the other pariy for attachm~nt to thi~ Contract. "I,he City"s authorization shall be Exhibit "A,"
and th+e I)i~trict's authorization shail be ~xhibit "~~3."
i~.13 Effective Date. The Effe~tive Date of this Contract shall be the date on which it
has been signed b~~ h~~th parties-
f h~ parties ha~e ~xecuted thi~ ('ontract in multiple counterparts, such executed copy
;hali be::onsidered as an i~~iginal, h~~ their respect~ve duly authorized representatives.
aTTEST:
~3~ :
~ - _ _- __- - -_ . _ .
Rebecca krumno~
Secretar~:~Treasure~~
5'r.a~rE ~~~ TEx.a~
C'OL~NTY OF SA'~ PATRICIO
Bv:
SAN PATRICIO MUNICIPAL WATER
DISTRICT
Billie Jo Tennill
President
ACKNOWL~:DGMENT
;
~
§
This instrument was acknowledged before me on the day of
, 20~)7, bv B+Ilie ,i~r Tennill. President of the San Patricio Municipal Water
____..__ __ ______ _ _ _
D~strict. a political subdivi~ion of the State of Texas, on behalf of said district.
;SE<~LI
'~ ame:
Notary Public, State of Texas
'~1y Commission Expires:
.,~ J..] ES §
BV"
. _ -._ _ __ _ _ _ ___ __
arma~d~~ Chapa
~'it~ S~cretary
aPPIZOVI-;D: aati af
----- -- . __ _-
'Vlan~ Kay Fischer. ~ ity At;orne~~
B~~ :
. ___ _ ___ _ _._
Gan~ ~'. Smith
Assistsnt City Att~~rnev
STA~TE OF~ TEXA~ ~
~
C(_)t`NTY OF NUECFS ~
~I~HE CITY OF GORPUS CHRISTI
Teorge Noe
C`ity Manager
. 2007
4CKNOWLF;DGMENT
Th~s instrument was acknowledged before me on the day of
2G07_ by f ~eor~e Noe. ('ity Ivlanager of the City of Corpus Christi,
----- ._ _______,
Te~as, on behalf i~f the Cit•..
~ SE.~~L]
~ame:
~otary Public, State of Texas
Viy Commission Expires:_
'" SanP~tleoi~tra~: G-cc3.doc
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