HomeMy WebLinkAboutC2013-360 - 12/17/2013 - Approved •
Agreement for
Exclusive Reservation of Recycled Water
Between
Valero Refining—Texas, L.P. and City of Corpus Christi
This Agreement for Exclusive Reservation of Recycled Water(the"Reservation")is made by and
between The City of Corpus Christi,acting by and through its authorized representative,the City
Manager or designee(the"City"), and Valero Refining—Texas, L.P.("Valero"). Valero and the City may
hereinafter be referred to as a "Party"or collectively as the"Parties".
WHEREAS,Valero operates two petroleum refineries located in Corpus Christi,Texas;
WHEREAS,the Texas Commission on Environmental Quality has issued an Authorization for
Reclaimed Water to the City that provides the City with certain authority for the use and transfer of
reclaimed water or treated wastewater effluent, referred to in this Agreement as"recycled water");
WHEREAS,Valero would like time to evaluate entering into a recycled water agreement with the
City;
NOW,THEREFORE,for and in consideration of mutual covenants herein contained, it is agreed
by and between the Parties as follows:
Reservation.
A. Term and Fee. For and in consideration of payment of a reservation fee in the amount of One
Hundred Thousand Dollars($100,000.00)to be paid within thirty days of the date the City
Manager or the City Manager's designee signs this Reservation,the City will reserve for the
exclusive benefit of Valero the capacity for delivery of up to 4 million gallons per day(mgd)of
recycled water/treated wastewater effluent from the new Broadway Wastewater Treatment
Plant(BWWTP),or 4 million mgd from any of the City's other wastewater treatment plants in
the event that the City will no longer be operating the BWWTP. The Reservation shall start on
the Effective Date and expire nine months from the Effective Date. During the term of the
Reservation,the City shall not enter into any other agreement or reservation for the 4.0 mgd of
treated wastewater effluent from the BWWTP or an amount of treated wastewater effluent that
would in any way restrict the City's ability to furnish Valero the 4.0 mgd of treated wastewater
effluent subject to this Reservation. The nine-month reservation period is to allow Valero time
for evaluation,equipment pilot testing and water quality testing to confirm suitability of the
recycled water and any onsite treatment cost for the intended industrial applications. Before
the expiration of the Reservation,Valero will inform the City in writing if it intends to enter into
a recycled water agreement(s)for either or both of its local refineries dba the Valero Corpus
Christi West Refinery and the Valero Corpus Christi East Refinery.
B. Effective Date. The Effective Date of this Reservation is the date upon which it is signed by
the City.
2013-360 1
12/17/13
M2013-196
Valero Refining- Texas LP INDEXED
C. Termination. The City may terminate this Reservation in the event that Valero fails to timely
pay the$100,000.00 reservation fee and Valero has been provided written notice of this failure
and thirty(30)days to cure.
D. Extension. Valero may request to extend this Reservation for an additional three-month
period by providing the City with a written request at least thirty(30)days prior to the
termination date of this Agreement. If the City approves Valero's request to extend this
Reservation, upon Valero's payment of a reservation extension fee of Seventy-Five Thousand
Dollars($75,000.00),which must be received by the City before the termination date,this
Reservation will extend for a period of three months. The extended Reservation shall be
exclusive and during the extended term of the Reservation,the City shall not enter into any
other agreement or reservation for the 4.0 mgd of treated wastewater effluent from the
BWWTP or an amount of treated wastewater effluent that would in any way restrict the City's
ability to furnish Valero the 4.0 mgd of treated wastewater effluent subject to this Reservation.
E. Notices. Any notice provided for in this Reservation and any other notice,demand or
communication which any Party may wish to send to any other Party relating to the subject
matter of this Reservation shall be in writing and either delivered by recognized national
overnight courier delivery service such as Federal Express, UPS or DHL, hand-delivered,or sent
by regular U.S. postage prepaid,and addressed to the Party for which such notice,demand,or
communication is intended at such Party's address as provided below. Copies of all notices to
Valero shall include a copy to:
If to Valero: Valero Refining—Texas, L.P.
1147 Cantwell Lane
Corpus Christi,TX 78249-1616
Attn:Joe Almaraz
Telephone: 361-289-3328
Facsimile: 361-289-3126
If to the City: City of Corpus Christi
2726 Holly Road
Corpus Christi,TX 78415
Attn:Gustavo Gonzalez, Director of Water Operations
Telephone: 361-826-1874
Facsimile: 361-826-1889
City of Corpus Christi
1201 Leopard Street
Corpus Christi,TX 78401
Attn:Veronica Ocanas,Senior Assistant City Attorney
Telephone: 361-826-3375
Facsimile: 361-826-3239
Any Party may change its address for notice hereunder to any other address by giving written
notice of such new address to the other Parties in accordance with this Section. Any notice,
demand,or other communication shall be in English,and shall be deemed given and effective as
of the date of delivery. The inability to deliver because of a changed address of which proper
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notice was not given,or rejection or other refusal to accept any notice,demand or other
communication,shall be deemed to be the receipt of the applicable notice, demand or other
communication as of the date of such inability to deliver or rejection or refusal to accept.
The date of notice shall be the date it is received by the addressee or the office of the
addressee,whichever is earlier.
II.Negotiation of Recycled Water Agreement Terms Within the Reservation Period.
A. The Two Refineries. Upon written notice at any time during the term of this Reservation from
Valero that it wishes to enter into a recycled water agreement for 4 mgd of recycled water,the
Parties will negotiate the terms of any agreement in good faith.
Ill. Reservation is Not a Reclaimed Water Supply Agreement.
A.The Parties recognize that this Reservation is an agreement to reserve 4 mgd for a period of
time, not an agreement to supply or deliver 4 mgd;that this Reservation neither outlines the
specific and essential terms for the delivery or supply of recycled water, nor contains any prices
or quantities for the delivery or supply of recycled water;and that a future agreement(s)
between the Parties will be required.
IV. Miscellaneous Terms.
A. Complete Agreement. This Reservation embodies the entire agreement between the Parties
hereto relating to the subject matter hereof,and supersedes and replaces in their entirety all
prior understandings and agreements relating to the subject matter hereof.
B.Severability. Should any provision of this Reservation or portion hereof be declared invalid,
void or unenforceable, it shall not affect the validity or enforcement of the remaining provisions
or portion hereof which shall remain in full force and effect as if the Reservation had been
executed without such invalid,void or unenforceable provision or portion hereof having been
included.
C.Assignment. The Parties may not assign the Reservation without the written consent of the
other party.
D. Modification and Waiver. This Reservation may not be modified or amended except by an
instrument in writing duly executed by both Parties. Either party hereto may, by an instrument
in writing,waive compliance with or breach of any term or provision of the Reservation by the
other Party. The waiver by any Party hereto of compliance with or breach of any term or
provision of the Reservation shall not be construed as a waiver of subsequent compliance or of
any subsequent breach.
E.Authority. Each person executing the Reservation represents that he or she has been duly
authorized to do so by the Party on whose behalf he or she is signing,and that in so doing he or
she shall bind such Party to all of the terms hereof.
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F. Counterparts. The Parties may execute the Reservation in identical multiple counterparts,
each of which shall be deemed an original and all of which together shall constitute but a single
instrument.
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IN WITNESS WHEREOF,the parties hereto have executed this Reservation to be effective upon
approval by the City.
VALERO: CITY:
VALERO REFINING—TEXAS, L.P. CITY OF CORPUS CHRISTI
By: Lor)--e---e---e-14 By: ��
Name: Dennis Payne Name: N244- 3 gMcHie-
Title: Senior Vice President&General Manager Title: DI PQ ry p((L//rce- w4 rr/Z
Date: l,-/.3(20(3 Date: I Z " ( 773
ATTEST
ARMANDO CHAPA
CITY SECRETAR"
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•:� CITY OF CORPUS CHRISTI
City of DISCLOSURE OF INTEREST
Christi
City of Corpus Christi Ordinance 17112, as amended, requires all persons or firms seeking to do
business with the City to provide the following information. Every question must be answered. If the
question is not applicable, answer with "NA". See reverse side for Filing Requirements, Certifications
and definitions.
COMPANY NAME: Valero Refining -- Texas, L.P.
P.O.BOX:
STREET ADDRESS: One Valero Way CITY: San Antonio ZIP: 78249 -
FIRM.IS: 1. Corporation 2. Partnership ® 3. Sole Owner ❑
4. Association 5. Other
DISCLOSURE QUESTIONS
If additional space is necessary,please use the reverse side of this page or attach separate sheet.
1. State the names of each `employee" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Job Title and City Department(if known)
None
2. State the names of each "official" of the City of Corpus Christi having an "ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Title
None
3. State the names of each"board member" of the City of Corpus Christi having an"ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Board,Commission or Committee
None
4. State the names of each employee or officer of a "consultant" for the City of Corpus Christi who
worked on any matter related to the subject of this contract and has an `ownership interest"
constituting 3%or more of the ownership in the above named"firm."
Name Consultant
None
EXHIBIT "C"
Page 1 of 2
FILING REQUIREMENTS
If a person who requests official action on a matter knows that the requested action will confer an
economic benefit on any City official or employee that is distinguishable from the effect that the action
will have on members of the public in general or a substantial segment thereof,you shall disclose that fact
in a signed writing to the City official,employee or body that has been requested to act in the matter,
unless the interest of the City official or employee in the matter is apparent. The disclosure shall also be
made in a signed writing filed with the City Secretary. [Ethics Ordinance Section 2-349(d)]
CERTIFICATION
I certify that all information provided is true and correct as of the date of this statement,that I have not
knowingly withheld disclosure of any information requested; and that supplemental statements will be
promptly submitted to the City of Corpus Christi,Texas as changes occur.
Certifying Person: Ethan Jones Title: Assistant Secretary
(type or Print)
Signature of Certifying gilAs&IA-14 Date: � //3
Person:
DEFINITIONS
a. "Board member." A member of any board, commission, or committee appointed by the City
Council of the City of Corpus Christi,Texas.
b. "Economic benefit". An action that is likely to affect an economic interest if it is likely to have an
effect on that interest that is distinguishable from its effect on members of the public in general or a
substantial segment thereof.
c. "Employee." Any person employed by the City of Corpus Christi, Texas either on a full or part-
time basis,but not as an independent contractor.
d. "Firm." Any entity operated for economic gain,whether professional, industrial or commercial, and
whether established to produce or deal with a product or service, including but not limited to,entities
operated in the form of sole proprietorship, as self-employed person, partnership, corporation,joint
stock company,joint venture, receivership or trust, and entities which for purposes of taxation are
treated as non-profit organizations.
e. "Official." The Mayor, members of the City Council, City Manager, Deputy City Manager,
Assistant City Managers, Department and Division Heads, and Municipal Court Judges of the City of
Corpus Christi,Texas.
f. "Ownership Interest." Legal or equitable interest, whether actually or constructively held, in a
firm, including when such interest is held through an agent, trust, estate, or holding entity.
"Constructively held" refers to holdings or control established through voting trusts, proxies, or
special terms of venture or partnership agreements."
g. "Consultant."Any person or fine, such as engineers and architects, hired by the City of Corpus
Christi for the purpose of professional consultation and recommendation.
EXHIBIT "C"
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