1998-233FILE REFERENCE FORM [ 98-233 ]
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Addendum to Contract - Ordinance No. 2003-240 08/19/2003
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY MAN-
AGER TO EXECUTE AN AGREEMENT BETWEEN THE CITY OF DENTON AND THE
UPPER TRINITY REGIONAL WATER DISTRICT, AND THE CITY OF LEWISVILLE
CONCERNING THE PASS-THROUGH OF WATER FROM COOPER (CHAPMAN) LAKE
IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF SAID AGREEMENT,
PROVIDING CONSIDERATION FOR THE PASS-THROUGH OF SAID WATER AND FOR
THE INTERIM AND LONG TERM SALE OF DENTON'S SHARE OF THE COOPER LAKE
WATER UNDER CERTAIN CIRCLrMSTANCES, AND PROVIDING FOR THE COORDI-
NATION OF DALLY USAGE, WATER ACCOUNTING AND AN OPERATING PROTOCOL
AND OTHER PROCEDURES SET FORTH IN THE BODY OF SAID AGREEMENT, AND
PROVIDING FOR AN EFFECTIVE DATE
WHEREAS, the Upper Tnmty Regional Water District ("District") entered into a Contract with
the City of Commerce, Texas on July 5, 1990 (Commerce Contrac0 to purchase water out of the
Cooper Lake (recently renamed Chapman Lake) in an amount which is approximately 11 72
gallons per day on a firm y~eld basis, and
WHEREAS, the City of Denton (Denton), the City of Lewlsvllle (LewlsvIlle) and others
entered Into a contract (the "Cooper Reservoir Project Contract") with the D~stnct on June 10,
1991 to purchase specific amounts of Cooper Lake water from the District pursuant to the Com-
merce contract, and
WHEREAS, the amount of Cooper Lake water that Denton and Lewiswlle, respectively,
have the right to purchase and to receive on a firm y~eld basis under the Cooper Reservoir Proj-
ect Contract is approximately 2 0 mgd plus any authorized overdrafhng, and
WHEREAS, Denton has the right to pass Its contracted share of Cooper water tkrough
Lewisville Lake for withdrawal at ItS existing intake structure and treatment at Its existing water
treatment structure or for sale to the D~stnct or other parties approved by the Dtstnet, subject to
various contracts between the District, Denton, Lewlswlle and other partxes, and
WHEREAS, Denton, District and Lewisvllle desire to pass the remalmng Cooper water
not taken' by Denton through LewisvIlle Lake to existing ~ntake structures owned by Lewisvllle
and District for subsequent treatment and to water treatment plants owned by the District and
Lewlswlle, respectively, and
WHEREAS, m consideration for Denton's Agreement to pass this water through
Lewlsvflle Lake, the Dtstnct agrees to pay Denton an annual pass-through fee equal to two cents
($0 02) per thousand gallons of Cooper water, to make interim and long term sales from
Denton's share of the Cooper not requested by Denton to be reserved to ~t and for other consid-
eration expressed in the body of the contract, and
WHEREAS, Denton, Lewlsvflle and District wash to enter into an Agreement entatled the
"Upper Tnmty Regional Water District Agreement wath the C~ty of Denton and the C~ty of
Lewasvflle Concerning Water from Cooper (Chapman) Lake" hereinafter referred to as the
"Lewisville Lake Pass-Through Agreement," and
WHEREAS, the Pubhc Utility Board at ars regular meetang of July 6, 1998, recom-
mended approval of the Lewasvflle Lake Pass-Through Agreement by a vote of 4 to 1, and
WHEREAS, the Caty Council deems ~t an the pubhc interest to approve and anthonze the
Caty Manager to execute the Lewasvflle Lake Pass-Through Agreement, NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS
i~F~LT!.O.~I.[ That the facts and reeatataons conttuned in the preamble of thas ordinance are
hereby found and declared to be tree and correct
/~ That the Lewasvflle Lake Pass-Through Agreement an substantaally the
form of the attached Agreement, which ~s made a part of thas ordanance for all proposes, as
hereby approved and the Caty Manager ~s authorized to execute that Agreement on behalf of the
Caty of Denton
I/~ That the Caty Manager or his respective designee IS hereby authorized to
negotaate ,and enter into an Operating Protocol and Proposed Reuse Strategy as a part of the
Lew~svflle Lake Pass-Through Agreement to make full use of the Dastnct's water from the Coo-
per Lake while avoiding any adverse ~mpact on Denton's water and storage rights an Lewlswlle
Lake and to undertake any and all other obhgataons imposed on the City Manager and Denton in
saad Agreement
~ That the City Council has found and determined that the meeting at which
thas ordinance as consadered ~s open to the pubhc and that notace thereof was given in accordance
with provasaons of the Texas open meetangs law, TEX GOV'T CODE ch 551, as amended, and
that a quorum of the Caty Council was present
~F~ That thas orchnance shall become effective lmmedaately upon its passage
and approval
PASSED AND APPROVED this the day of ,1998
J~ILLER, MAYOR
Page 2
ATTEST
JENNIFER WALTERS, CITY SECRETARY
Page 3
UPPER TRINITY REGIONAL WATER DISTRICT
AGREEMENT WITH CITY OF DENTON AND CITY OF LEWISVILLE
CONCERNING
WATER FROM COOPER (CHAPMAN) LAKE
THE STATE OF TEXAS §
COUNTY OF DENTON §
This LEWISVILLE LAKE PASS-THROUGH AGREEMENT (the "Agreement") for water from
Cooper (Chapman) Lake ~s made and entered ~nto as of the 24ch . day of August ,
1998 (the "Date of Agreement"), by and between the CITY OF DENTON (here~n "Denton"), and the
CITY OF LEWISVILLE (here~n "Lew~swlle") and UPPER TRINITY REGIONAL WATER DISTRICT
(hereto the "D~stnct"). each of which ~s sometimes referred to here~n as Party, or collectively as the
Parbes
WITNESSETH
WHEREAS, the D~stnct entered ~nto a contract (with an imbal term of fifty years) on July 5, 1990,
w~th the C~ty of Commerce, Texas (the "Commerce Contract") to purchase water out of Cooper
Lake (recently renamed Chapman Lake), the amount of which ~s apprommately 11 72 mdhon
gallons per day (mgd) on a firm y~eld bas~s, which amount ~s subject to rews~on by future yield
studies, and
WHEREAS, the amount of water under the Commerce Contract available to the D~stnct by
d~version out of Cooper Lake ~n any g~ven year ~s authorized to be apprommately 14 4 mgd,
~ncludmg overdraft~ng rights, and
WHEREAS, the actual yield and avadable d~vers~on amount from Cooper Lake may be modified
UTRWD~CIty of Denton~Clty of Lewlsvlile
Lewlsvllle Lake Pass-Through Agreement Water from Cooper (Chapman) Lake
Page 2
m the future, based on future y~eld studies or operabng agreements, and
WHEREAS, D~stnct may pumhase additional water out of Cooper Lake from the C~ty of Irwng or
other parties, and
WHEREAS, on behalf of Distnct, the C~ty of Commerce and Sulphur R~ver Municipal Water District
apphed to and received authonzat~on from Texas Natural Resource Conservation Commission
("TNRCC") for D~stnct to d~vert water from Cooper Lake ~n Sulphur R~ver Basin to Tnmty R~ver
Basin for use by District, and
WHEREAS, Denton, Lew~sv~lle and others entered into a contract (the "Cooper Reservoir Project
Contract") w~th District on June 10, 1991 to purchase specific amounts of Cooper water from
D~stnct pursuant to the Commerce Contract, and
WHEREAS, the amount of sa;d water that Denton and Lew~swlle, respectwely, have the right to
purchase on a firm yield bas~s under the Cooper Reservoir Project Contract is approximately 2 0
mgd plus any authorized overdraft[ng and
WHEREAS, each of the Parties to th~s Agreement currently has and agrees to maintain water
sources other than Cooper Lake to meet their total water supply rsqulrsments, whether for peaking
or for base flow purposes, and
WHEREAS, Lewlswlle des~ras to pass its Cooper Lake water through Lewlswlle Lake and concurs
w~th the prows~ons of th~s Agreement, w~th the understanding that Lew~swlle has a i~mlted role ~n
UTRWD\Clty of Denton\City of Lewlsvllle
Lewlavlile Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 3
th~s Agreement related to operation of ~ts raw water pumping facilities ~n a coordinated program for
efficient use of Cooper Lake water, and w~ll avoid use of Denton's storage rights ~n the Lake, and
WHEREAS, the C~ty of Irving holds water nghts (approximately 39 5 mgd firm y~eld) ~n Cooper
Lake, and has appropr;ate authonzabon to d~vert up to 48 2 mgd annually to the Trinity R~ver
Basin, and
WHEREAS, D~stnct ~s planning to participate w~th the C~ty of Irving ~n the design, construcbon and
operation of p;pehne, pumping and meter fac~l~bes to transport and measure Irwng's and D~stnct's
water from Cooper Lake to Lewlswlle Lake, and
WHEREAS, Denton and the C~ty of Dallas, respectively, hold water nghts ~n Lewlswlle Lake, which
rights enable Denton and Dallas to authonze other part~es to transport water into, through, and out
of Lew~svllle Lake under the conditions and restrictions set forth in various contracts that Denton
and Dallas have with each other and with other parbes, including, w~thout llmltabon, that certain
contract between Denton and the Un~ted States of Amenca entitled "Contract Conservabon Storage
Garza-Little Elm Dam and Reservoir" ~dentlfied as Contract #DA-41-443-ENG-1093, and that
certain untreated water contract between Dallas and Denton dated August 7, 1985, and
WHEREAS, the City of Irving has contracted to convey ~ts water from Cooper Lake through
Lewlswlle Lake (with specified use of storage rights) under an agreement with the C~ty of Dallas
for subsequent treatment downstream of Lew~swlle Lake, and
WHEREAS, under the Cooper Reservoir Project Contract, Denton and Lew~swlle (and other
UTRWD~Clty of Denton~Clty of Lewlsvllle
Lawlsvllie Lake Pass-Through Agreement -Water from Cooper (Chapman) Lake
Paga 4
Participating Members) have certain rights and obhgabons, ~nclud~ng, w~thout I~m~tabon, the right
to participate or not to parbc~pate ~n the Cooper Reservoir Project and the right to purchase or
receive quanbbes of the Cooper raw water ~n the proporbons ~dent~fled ~n the Contract and Exhibit
A to the Contract, sa~d nghts and obhgat~ons being defined by the terms and cond~bons of the
Cooper Reservoir Project Contract, and
WHEREAS, the Parties' rights to purchase or receive Cooper water under the Cooper Reservo;r
Project Contract are dependent on the Commerce Contract and on a Contract between the C~ty
of Commerce, Texas and the Sulphur R~ver Municipal Water D~stnct ("SRMWD") entered ~nto on
or about March 7, 1991 (the "SRMWD Contract"), and
WHEREAS, Denton has the right to pass ~ts contracted share of Cooper water through Lew~swlle
Lake for w~thdrawal at ~ts ex~st~ng retake structure and treatment at ~ts ex~st~ng water treatment plant
or for sale to D~stnct or other parbes approved by Distr~ct, subject to the contracts menboned
hereto, and
WHEREAS, District and Lew~swlle desire to pass the remaining Cooper water not taken by Denton
through Lew~swlle Lake to the ex~st~ng ~ntake structure(s) owned by Lew~swlle and D~stnct for
subsequent treatment at water treatment plants owned by D~stnct and Lew~swlle, respectively, and
WHEREAS, ~t is the intention of all Part~es to this Agreement to accomphsh the conveyance of
the D~strict's water through Lew~swlle Lake with no nght of storage ~n the Lake, and
UTRWD~Clty of Denton&City of Lewlevllle
Lewlsvllle Lake Pass-Through Agreemant - Water from Cooper (Chapman) Lake
Page 5
WHEREAS, ;t ~s the desire of all Part~es to th~s Agreement to convey and use the water
available to District from Cooper Lake, and
WHEREAS, the "Distnct's water" as generally referred to ~n th~s Agreement ~ncludes (1) all of the
water purchased pursuant to the Commerce Contract, ~nclud~ng amounts of sa~d water contracted
to Denton, Lew~swlle and other part,es pursuant to the Cooper Reservoir Project Contract and
similar water sales contracts entered ~nto by D~stnct subsequent thereto, and (2) any additional
water not to exceed ten (10 0) mgd that D~stnct may purchase that ong~nates ~n Cooper Lake, and
WHEREAS, passage of Cooper Lake water by D~stnct through Lewlswlle Lake w~ll not occupy or
~mpa~r storage rights or adversely affect water yield of Denton or the C~ty of Dallas ~n Lew~swlle
Lake, and
WHEREAS, Denton, Lew;sv~lle and D~stnct desire to cooperate in strategies to fac~l;tate the efficient
and econom~cel transportation and use of Cooper Lake water, and
WHEREAS, Denton, Lew~swlle and Distnct own and operate separate ~ntake and water treatment
facilities, the collective capacity of which ~s more than adequate to w~thdraw and treat D~stnct's
water from Cooper Lake that m~ght reasonably be expected to be d~scharged Into Lew~swlle Lake
on any given day
NOW, THEREFORE, ~n consideration of the mutual covenants and agreements hera~n contained
and subject to the terms and conditions here~n set forth, Denton, Lew~swlle and D~stnct agree and
contract as follows
UTRWD~Clty of Denton&City of Lewlevllle
Lewlsvllle Lake Pass-Through Agreement -Water from Cooper (Chapmen) Lake
Page 6
ARTICLE I
PREAMBLE
Sect,on 1 0 preamble That the matters stated ~n the preamble are true and correct and are
~ncorporated ~nto the body of th~s Agreement as If copied here~n In their entiretY Any conditions
and terms set forth ~n the preamble which ~mpose obl~gabons on the Part~es shall be just as
enforceable as the matters stated in the body of this Agreement
ARTICLE II
THE PROJECT
Section 2 0 Cooper to Lew,svllle Prolect To provide an economically feasible means to
transport the D~stnct's water from Cooper Lake to Denton County, ~nclud~ng the amount of water
contracted to Denton and Lew~swlle, respectively, Distnct plans to participate w~th the City of Irving
m the design, construction and operation of p~pel~ne, pumping and meter fac~l~bes to transport and
measure both the D~stnct's and Irving's water from Cooper Lake to Lew~swile Lake Distnct, Denton
and Lewlswlle recognize that the provisions of th~s Agreement are necessary for achievement of
the transport of the water from Cooper Lake in an efficient manner to the Part~es' treatment faclhbes
as contemplated in the heretofore referenced Commerce and Cooper Reservoir Project Contracts
Furthermore, Denton and Lewlswlle agree to reasonably assist D~stnct in making and supporting
apphcet~ons or requests to the Umted States Corps of Engineers and Texas Natural Resource
Conservation Commission concermng related approvals for the Cooper Lake to Lew~swlle Lake
project that may be needed from the respective agencies to effect the ~ntent of th~s Agreement
Prowded, however, nothing in this Agreement shall create any obl~gabon on Lewlswlle's or
UTRWD~Clty of Denton~Clty of Lewlsville
Lewlevllle Lake Pass-Through Agreement -Water from Cooper (Chapman) Lake
Page 7
Denton's part to participate ~n the Cooper Water P~pehne Project, ~nclud~ng funding for that Project,
beyond exlsbng obhgat[ons contained ~n the contracts referenced above ~n th~s Section Further,
~t ~s agreed that Denton and Lew~swlle have the same right and opportumty to participate or not to
participate ~n capital funding for the Project under Section 3 03 (b) and other apphcable prows~ons
of the Cooper Reservoir Project Contract, whether capital funds for the Project ara supplied by the
D~stnct or supphed by the C~ty of Irving If Denton exercises ~ts opbon to not partm~pate in the
Cooper Reservoir ProJect, the D~stnct shall purchase or convey Denton's interest ~n the Project
Terms of the purchase or conveyance shall be according to the Cooper Reservoir Project
Contract
ARTICLE III
WATER/GENERAL PROVISIONS
Section ,3 0 General Aareement for Pass-throu-h Denton agraes that D~stnct may pass
Distnct's,water from Cooper Lake through Lew~swlle Lake w~th~n water nghts held by Denton under
permit from State of Texas and under contracts w~th United States Corps of Engineers ("Corps")
and the C~ty of Dallas mentioned In the praamble subject to any terms, conditions, and hm~tat~ons
set forth, ~n the permit and the contracts Prav;ded, however, the pass-through of water shall be
hm~ted strictly to the Cooper water described hera~n and D~stnct shall not pass through any other
water It ~s exprassly understood that th~s Agraement, ~nclud~ng, w~thout hm~tat~on, the monthly
accounting and Operating Protocol, does not authorize the District, Lewlswlle or any other party
to use Denton's storage space w~thin Lew~sv[lle Lake or to cause ~t to be reduced or impa~red
Section 3.1. Pipeline and Transoortation Losses The quanbty of Cooper water d~scharged ~nto
UTRWD~City of Denton~Clty of Lawlavllle
Law ev · Lake Pasa Through Agreement - Water from Cooper (Chapman) Lake
Page 8
Lew~swlle Lake ~s to be determined by the metered quanbty at the p~pehne pump stabon, less
p~pehne and transmission losses For estimating water losses that may occur from the metenng
point near Lake Lavon to the d~scharge ~nto Lewlswlle Lake, the Parbes agree to the following
a) Pipeline Losses Use percentages specified in, or determined pursuant to, a separate
Agreement (attached hereto as a part of th~s Agreement as Exhibit A) dated January 8,
1998 between C~ty of Irving and C~ty of Dallas for water treatment services related to water
from Cooper Lake
b) Channel Losses If D~stnct delivers Cooper Lake water to a tnbutary of Lew~sv~lle Lake,
losses ~n excess of those expected from a p~pehne of corresponding length as agreed upon
by the Denton C~ty Manager, or authonzed designee, and the Distnct's Executive D~rector,
will be added to the losses determined pursuant to paragraph (a) ~mmed~ately preceding
In arnvlng at such channel losses, Denton and D~stnct agree to g~ve due cons~derat;on to
comparable losses determined pursuant to the Irving/Dallas Contract attached hereto as
Exhibit A
c) Failure to Agree If agreement ~s not achieved by the designated staff representatives
pursuant to paragraph (a) or (b) immed~ately preceding, the matter shall be referred to the
govermng bodies of D~stnct and Denton for determination
Section,3 2. Pasw-Throuah I No Evar3oratlon Losses Denton and D~stnct agree that s~nce no
storage rights are to be granted to D~stnct under th~s Agreement, and s~nce the elevation of water
surface in the lake wtll not be increased by passage of water through Lew~swlle Lake, there w~li
UTRWD~Clty of Denton~Clty of Lewlavllle
Lewlevllle Lake Paea Through Agreement -Water from Cooper (Chapman) Lake
Page 9
be no increase ~n evaporation losses resulbng from such passage through the Lake Accordingly,
each of the Parties to th~s Agreement w~ll be authonzed to w~thdraw their respecbve amounts of
water from the Lake that was d~scharged ~nto the Lake It ~s agreed that any inc~dental evaporation
losses that m~ght be associated w~th the passage of Cooper Lake water through Lew~swlle Lake
shall be adequately compensated to Denton by the consideration hereinafter specified
Section 3.3 Determination of Water Quantity Subject to the two paragraphs immed~ately
preceding, the amount of D~stnct water to be d~scharged ~nto and w~thdrawn from Lew~swlle Lake
by the respective Part~es shall be determined by monthly coordination of meter readings from
planned metenng fac~hbes at an ~ntermed~ate point on the p~pei~ne near Lake Lavon between
Cooper Lake and Lew~swlle Lake and at the respecbve points of w~thdrawal by the Part~es from
Lew~swlle Lake The meter fac~ht~es near Lake Lavon, shall measure the quanbty of Cooper water
for C~ty of Irving ~n add,ben to the District and other pa"'~es The Part~es hereto agree to prowde
mutual access to meter reading records of each Party upon 48-hour wntten not~ce by the Party
requesting same, to verify quanbt~es of Cooper Lake water d~scharged ~nto and w~thdrawn from
Lew~swlle Lake
ARTICLE IV
WATER, ACCCOUNTING AND COORDINATION
Section 4 00peratlna Protocol / Water Accountina W~th~n the framework of th~s Agreement,
Denton and Lewlswlle w~ll assist the Distnct ~n development and ~mplementat~on of an Operating
Protocol to make full use of D~stnct's water from Cooper Lake, avoiding any adverse ~mpact on
Denton's water and storage nghts in Lew~swlle Lake Nothing ~n th~s Agreement shall ever be
UTRWD~Clty of Denton~Clty of Lewlsvllle
Lewiavllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page f0
construed as granting to D~stnct any storage nghts ~n Lew~swlle Lake Prior to m~t~al d~scharge of
Cooper water by Distnct ~nto Lew~swlle Lake, Distnct shall develop sa~d protocol for approval by the
C~ty Manager of Denton and C~ty Manager of Lew~swlle or their respective designees, which
approval w~ll not be unreasonably w;thheld D~str~ct, Denton and Lew~sv~lle agree to maintain an
overall water balance through an operating strategy coord;nated by D~stnct, processing water
through the md~wdual treatment plants of the Part~es as reequ~red and needed to achieve a balance
between, water d~scharged into and w~thdrawn from Lew~swlle Lake The D~stnct w~ll maintain an
accounting of water ~nto and out of Lewlswlle Lake to assure that each Party gets their respective
share, or a lesser amount ~f requested, of Cooper Lake water on an annual bas;s The Operabng
Protocol w;ll prowde for total usage of all Part~es combined to be balanced w~th total d~scharges ~nto
Lew~swlle Lake on a monthly bas~s Any records assoc;ated w~th water accounting shall be made
available to the Party requesbng those records upon 48-hour written not;ce to the Party who has
custody of the records
Sectlonl4 1. Coordlnatlna Dally Uaaae I Other available Water No Party to th~s Agreement
will be expected or rrequ[red to process at their respective water treatment plant more water from
Cooper Lake on any g~ven day than would otherwise be needed to meet their system da~iy
rrequ~rement Provided however, that nothing ~n th~s Section shall be construed to be a waiver of
the D;str~ct's obl~gat;ons under Section 6 0 If on a g;ven day, any Party uses more than their
respective share of Cooper water, the water accounting system approved by the Part~es as a par~
of the Operating Protocol and maintained by D~stnct w~ll make offsetting adjustments ~n subsequent
days to ~)ring total usage by each respecbve Party back ~nto balance by year-end It ~s agreed that
each Party to th~s Agreement has other water resources available to ~t out of Lew~swlle Lake and
other sources to supplement water from Cooper Lake to meet total da~ly requ;rements, whether for
UTRWD~Clty of Denton~City of Lewlsvllle
Lewlsvllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page tt
peak;ng or for base flow purposes Prowded, however, D~stnct w~ll use ~ts best efforts to supply
each Party's da~ly and annual requirements w~th;n the hm~tat~ons of p~pel~ne and pumping capac~bes
according to th~s Agreement, the Cooper Reservoir Project Contract and the Operating Protocol
Section 4 2 M0nthlv Water Accountlna/Total Usaae Pursuant to th~s Agreement and the
Operating Protocol, D~stnct w~ll maintain a monthly balance between the total amount of Cooper
water discharged ~nto Lew~swlle Lake and the total amount of water w~thdrawn All Part~es hereto
w~ll cooperate to achieve a monthly balance, and, excess water, ~f any, w~ll be accounted for
according to Section 6 0 (g) here~n
Section 4.3 Settle-Up Between Parties For purposes of this Agreement, D~str~ct will account
for water usage and water sales for each Party pursuant to the Operet;ng Protocol. coordinated
w~th the period used ~n reporting raw water d~vers,ons or w;thdrawals to State of Texas Any settle-
up of usage between the Part~es required by the Operabng Protocol or water accounting system
w~ll be performed at least annually
Section 4 4 Coordination with Irvlna Water District agrees to coordinate the Operating
Protocol for convey;ng D~stnct's water through Lewlswlle Lake w~th the corresponding procedures
by the C~ty of Irv~ng for conveying ~ts water from Cooper Lake through Lewiswlle Lake under a
separate agreement w~th the C~ty of Dallas Provided, however, nothing hereto shall ever relieve
D~strlct of any of its obligations under th~s Agreement and the Operat;ng Protocol
Section 4 5 Short-Term Provision for Sale of Excess Water If requested ~n wntmg from bme
to t~me, the D~strict w~ll use ~ts best efforts to use or sell on behalf of Denton or Lew~swlle any
UTRWD&City of Denton&City of Lewlevllle
Lewlevllle Lake Pass-Through Agreement Water from Cooper (Chapman) Lake
Page t2
port~on of their Cooper Lake water not required or used currently Th~s Section w~ll be administered
on an annual bas~s and relates to water that the Party had expected to need or use and accordingly
was reserved for their regular use Th~s prevision relates to short-term periods of one year or less
and ~s d~st~nct from the prows~ons of Sections 6 0 (c) and (d), which covers sales over an extended
penod of time for Denton, only Under th~s Section, any such purchases from Denton or Lew~swlle
w~ll be priced at e~ghty five percent (85%) of the Dallas posted pnce for firm few water sold at
wholesale for resale
Section 4 6 Metering Measurement of water discharged ~nto Lew~swlle Lake by the Distnct and
water w~thdrawn by one of the Part~es hereto w~ll be measured at meter fac~hbes which are
~nstalled for other purposes pursuant to other agreements Maintenance and cahbrabon of the
meters w~ll be performed according to the terms of sa~d other agreements to assure accurate
readings Denton shall have access to the records concerning maintenance and calibration of the
meters upon 24-hour not~ce
ARTICLE V
WATER REUSE
Section 5 0. ~ District agrees to make reasonable efforts to obtain permission
from the State of Texas for reuse of water ~mported ~nto the Trinity R~ver Basin by D~stnct from
Cooper Lake With~n the framework of th~s Agreement, Denton and Lew~swlle will assist the D~stnct
~n development and ~mplementatlon of a Proposed Reuse Strategy to make full use of D~stnct's
water from Cooper Lake, avoiding any adverse impact on Denton's water and storage rights ~n
Lew~swlle Lake Nothing ~n th~s Agreement shall ever be construed as granting to D~stnct any
UTRWD&Clty of Denton&City of Lewlsvllle
Lewlsvllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 13
storage rights ~n Lew~sv~lle Lake Prior to the D~stnct making apphcat~on for such reuse, D~stnct
shall develop sa~d Proposed Reuse Strategy for approval by the C~ty Manager of Denton and C~ty
Manager of Lew~swlle or their respective designees, which approval w~ll not be unreasonably
w~thheld Denton and Lew~swlle agree to cooperate w~th the D~stnct ~n making and supporting
apphcat~ons to obtain permission for such reuse of water d~verted from Cooper Lake, after ~mt~ally
used by the Part~es and treated and returned to waters of the State of Texas It ~s the ~ntent of the
Part~es to this Agreement that any such approved rouse w~ll be of benefit to each of the Parties to
obtain maximum benefit from their respective amounts of water from Cooper Lake pursuant to the
Cooper Reservoir Project Contract Further, Denton agrees that ~f approval ~s granted for such
rouse by the State of Texas, any such water so reclaimed or treated and returned to Lewlswlle
Lake or ~ts enwmns may be conveyed through and withdrawn from Lewlsv~lle Lake by D~stnct,
Denton and Lew~swlle on the same terms and cond~bons as prowded hereto for water originally
d~verted from Cooper Lake Provided, however, the Pal' es hereto expressly agree that ~f any Party
~s authorized to so reuse their respecbve share of Cooper Lake Water, they w~ll not be required by
the D~str~ct to pay for the water again, recognizing that the D~stnct ~s hmlted to recovery of its actual
cost pursuant to the Cooper Reservoir Project Contract Denton expressly reserves the right to not
participate ~n any such reuse apphcat~on for ~ts share of Cooper Lake Water
ARTICLE VI
CONSIDERATION, FEES
Section 6 0 Corlsideratlon For Services D~stnct and Lew~swlle recognize that Denton's
agreement hereto for D~stnct and Lew;swlle to convey (pass through) their Cooper water through
Lew~sv~lle Lake w~thm Denton's water and storage rights has value to D~strlct and ~ts customers
UTRWD\City of Denton\City of Lewlavllle
Lewiavllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 14
over and above the actual cost to Denton Accordingly, D~stnct and Lew~swlle agree to prowde the
following benefits as cons~derabon for the grants and pnwleges agreed to here~n by Denton
a) Pass-Throuah Fee On an annual basis, D~stnct w~ll pay to Denton a fee equal to
two cents ($0 02) per thousand gallons of Cooper water actually d~scharged into and
w~thdrawn from Lew~swlle Lake pursuant to this Agreement Sa~d fee shall not apply to the
water contracted to Denton and which Denton acquires under the Cooper Reservoir Project
Contract heretofore referenced, unless Denton refuses to participate ~n funding the Project,
and said water ~s sold or conveyed pursuant to Section 3 03 (b) of sa~d contract Also, the
fee shall apply to Cooper water reclaimed for reuse ~f discharged ~nto and subsequently
w~thdrawn from Lew~swlle Lake by D~stnct or Lew~swlle pursuant to a reuse permit or other
appropriate regulatory authorizat~on
b) Fee / Periodic Adlustment, The fee amount prowded in paragraph (a) Immed~ately
preceding shall be subject to an annual adjustment on or about October 1 of each year,
commencing the year that fac~ht~es are operabonal to d~scharge the D~stnct's water from
Cooper Lake into Lew~swlle Lake, to reflect increases or decreases ~n costs according to
the Consumer Price Index For All Urban Consumers (CPI-U, all ~tems, pubhshed by United
States Department of Labor, Bureau of Labor Stat~st~cs, 1982-1984=100) The"Current
Index" shall refer to the most recent quarterly Index pubhshed pnor to the date of
adjustment "Prewous Index" shall refer to the comparable penod one year earher The fee
shall be adjusted by multiplying the apphcable fee times a fracbon, the numerator of which
is the Current Index, and the denorn~nator of which ~s the Prewous Index
c)Ipterlm Provision for Sale of Denton Water Until Denton notifies the D~stnct that
needs ~ts share of the Cooper water, the prowslons of th~s paragraph and paragraph (d)
UTRWD~Clty of Denton~Ctty of Lewlsvllle
Lawle¥111e Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 15
following are effective, D~stnct agrees to use ~ts best efforts to use or sell any porbon of
Denton's water from Cooper Lake that Denton does not request to be reserved for ~ts use
Denton and the Distnct agree that the pnce of sa~d water shall be equal to the Dallas posted
price for firm raw water sold at wholesale for resale If D~stnct ~s unable to use or sell
Denton's water under th~s ~ntenm prows~on, any proposed resale by Denton shall be ~n
accordance w~th the Cooper Reservoir Project Contract
d) Lona Term Provision for Sale of Denton Water D~stnct agrees to purchase or
sell Denton's water under the following c~rcumstances In any year that Distnct needs water
to augment water available to D~stnct out of ~ts nghts ~n Cooper Lake, except pursuant to
"take or pay," "ratchet," or such clauses m other contracts the D~str~ct may have for
pumhase of raw or treated water, D~stnct w~ll purchase or sell Denton's water unbl Denton
g~ves wntten notice at least twelve (12) months ~n advance that Denton desires to reserve
the water for ~ts own use The obhgat~on of D~str~ct to purchase or sell Denton's water
hereunder shall come ahead of all other existing or future agreements the D~stnct may have
for temporary or ~ntenm purchases of water from others, ~nclud~ng Denton To the extent
that D~stnct does not purchase sa~d water from Denton but ~s able to sell to others on behalf
of Denton, Distnct agrees to remit to Denton the proceeds of such sales, less actual cost,
~f any, of adm~nlstenng such sale Denton and the Distnct agree that the pnce of sa~d water
under this paragraph shall be equal to the Dallas posted price for firm raw water sold at
wholesale for resale
e) ADDllcatlon for Reuse D~stnct agrees to use reasonable efforts to make
apphcat~on for and to obtain permission from TNRCC for D~stnct, Denton, Lew~swlle and
UTRWD~Clty of Denton~Clty of Lewlsvllle
Lewlsvllle Lake Paea-Through Agreement - Water from Cooper (Chapman) Lake
Page t6
others to rouse Cooper Lake water that has been used, reclaimed, treated and retumed to
waters of the State of Texas
f) Flood Staoe Provisions Recognizing that Cooper Lake water ~s an ~mportant
source of water for the D~stnct, ~ts customers and the Part~es to this Agreement, the District
is authorized to pass ~ts Cooper Lake water through Lewlswlle Lake dunng flood stage
cond~t,ons subject to authonzat~on, ~f required, by the Corps as provided ~n Secbon 2 0
Such pass-through dunng flood stage shall be subject to ail other apphcable prows~ons of
th~s Agreement ~nclud,ng Section 3 0 which preh~b~ts the D~stnct from using, reducing or
impairing Denton's storage space
g) Water Balance / Excess Water It ~s the ~ntent of all Part~es that da~ly d,scharge
~nto and w~thdrawals from Lew~swlle Lake w~ll be kept ~n reasonable balance It is agreed
that the contracted bas~s for balancing actual quantlbes for usage and compensabon under
this Agreement w~ll be monthly volumes D~stnct and Lew~swlle agree that ~f moro water is
discharged than withdrawn m any g~ven month, sa~d excess water shall become the
property of Denton for use or sale by Denton The quantity of Cooper water, under th~s
paragraph shall be determined by the Operating Protocol specified ~n Secbon 4 0, which
protocol will take into account the normal brae requ~rod for water to flow between the
metenng point and Lew~swlle Lake
Section 6 1 Fees I Terms AoDIv to Lewisvllle Lew~swlle agrees to pay ~ts pro rata share of
any fees prowded for herein and to be bound by the terms hereof D~stnct agrees to ~nclude any
such fees ~n the cost of water (or Annual Requ~roments) charged by District or otherwise prowded
UTRWD~Clty of Denton~City of Lewiavllle
Lawlsvllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page t 7
for ;n the Cooper Reservoir Project Contract However, D~stnct shall not ~nclude such fees ~n the
cost of Cooper water sold to Denton, except to the extent that fees and cost, ~f any, are ~ncurred
by D~stnct ~n connecbon w~th Denton's Cooper water
ARTICLE VII
BILLING AND PAYMENT
Section 7 0 ~ Denton shall render b~lls monthly to D~stnct for services prowded
by Denton under th~s Agreement D~stnct w~ll cooperate w~th Denton and will provide coordinated
meter readings or other water accounting ~nformabon reasonably necessary for preparabon of
monthly b~lls by Denton If mutually agreed, monthly esbmates will be acceptable for bllhng
purposes, subject to settle-up prows~ons of th~s Agreement D~stnct will be responsible for bllhng
and collecting fees and charges from Lewlswlle and any ~ther users of the water Bills shall be due
and payable upon receipt by D~stnct and by Lewlswlle
Section 7.1 Prompt Payment and Dlsouted Bills D~stnct shall make payments to Denton
w~th~n 20 calendar days of the date a bill for serwce ~s rendered L~kew~se, Lew[swlle shall make
prompt payments w~thm 20 calendar days to D~stnct If the rece~wng Party at any t~me d~sputes the
amount to be pa~d by ;t to the b~lhng Party, the receiving Party shall nevertheless promptly make
such payment or payments, but, ~f ~t ~s subsequently determined by agreement or final court
dec;s;on that such disputed payments should have been less, or more, the amount shall be
promptly adjusted The charges shall be adjusted m such manner that the rece~wng Party w~ll
recover~ts overpayment or the b~lhng Party w~ll recover the amount due ~t All amounts due and
owing tO any Party shall, ~f not pa~d when due, bear ~nterest at the rate of ten percent (10%) per
UTRWD~Clty of Denton~Clty of Lewleville
Lewlsvllle Lake Pass Through Agreement - Water from Cooper (Chapman) Lake
Page t8
annum from the date when due unbl paid
ARTICLE VIII
GENERAL PROVISIONS
Section 8,1 Reoreeentatlons of the Parties The District, Denton, and Lew~swlle hereby
covenant and agree as follows
a) Each Party to tins Agreement warrants that tts actions in execubng and entering
into th~s Agreement have been duly authonzed ~n a manner that follows the laws
applicable to ~t
b) Each Party to th~s Agreement warrants that ~t shall promptly and w~th all due
diligence, aching jointly or ind~wdually as may be appropriate, take all necessary actions and
endeavor to obtain all regulatory approvals, hcenses, orders and permits necessary to carry
out ~ts obhgabons under th~s Agreement, ~nclud~ng, w~thout hm~tat~on, any approval
necessary from the Corps and TNRCC The pass-through of Cooper Lake water authonzed
by th~s Agreement ~s conditioned upon Denton obta~mng permission, ~f necessary, from the
Corps
Section 8 2 Termination and Default
a) Should D~stnct fall, refuse or neglect to pay any bill for services hereunder w~th~n
s~xty (60) days of the date due, or, should it refuse, neglect, or fall to comply w~th or perform
any of the cond~bons on ~ts part required to be complied w~th or performed hereunder,
including, w~thout hm~tat~on, D~stnct's failure to develop or comply with the Operating
UTRWD~Clty of Denton~Clty of Lewlavllle
Lewlavllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 19
Protocol set forth in Section 4 0, the D~stnct shall be m default If after such default, Denton
shall dehver to D~stnct, addressed to the Executive D~rector of D~stnct, a notice ~n writing
of ~ts ~ntent to terminate the passage of water through Lewlswlle Lake on account of such
failure, refusal or neglect, then Denton shall have the nght to terminate the services
hereunder, ~nclud~ng sale of water, at the expiration of thirty (30) days after the g~wng of
such not~ce and to terminate th~s Agreement, unless within thirty (30) days D~stnct shall
make good such failure, refusal or neglect If D~stnct pays or performs within the thirty-day
(30) per~od, the default shall cease to ex~st The termination of this Agreement or nght to
term~nata th~s Agreement shall not constitute Denton's only remedy for breach of the
Agreement as provided hereto Termination ofth~s Agreement, as prowded here~n, shall
not release D~stnct from ~ts obligation to make payments of any amounts due or to become
due in accordance with the terms hereof, or to pay damages to Denton resulting from such
default, and Denton specifically reserves all remedies at law or ~n equity for any such
breach, ~ncludlng, w~thout I~m~taflon, the right to demand specific performance, or to obtain
a writ of mandamus ~n the D~str~ct Courts of Denton County to require comphance
b) In the event Lew~swlle fa~ls to comply w~th or carry out ~ts obhgabons and
requirements under th~s Agreement, ~nclud~ng, without I~m~tatlon, Lew~swlle's failure to
reasonably approve and to comply w~th the Operabng Protocol set forth ~n Secbon 4 0 and
the Proposed Reuse Strategy set forth ~n Section 5 0, the D~str~ct or Denton shall g~ve
Lewlswlle thirty (30) days written not~ce to comply In the ewnt Lew~swlle fa~ls to comply
or take satisfactory steps towards compliance within said thirty (30) day period, the Party
or Part~es g~wng the not~ce shall have the right to require specific performance, or to obtain
a writ of mandamus in the Distnct Courts of Denton County to require compliance, or to
UTRWDtCIty of DentontClty of Lewlsvllle
Lewlsvllle Lake Pass-Through Agreement Water fl'om Cooper (Chapman) Lake
Page 20
terminate the Agreement, or to collect damages resulbng from such failure to comply, and
Dlstnct and Denton specifically reserve all remedies at law or in equity for breach of this
Agreement
c) In the event Denton fails to comply w~th or carry out ~ts obhgat~ons and requirements
under this Agreement, ~nclud~ng, w~thout hm~tabon, Denton's failure to reasonably approve
and to comply w~th the Operabng Protocol set forth ~n Section 4 0 and the Proposed Reuse
Strategy set forth m Section 5 0, the D~stnct or Lew~sv~lle shall g~ve Denton thirty (30) days
written not~ce to comply In the event Denton fa~ls to comply or take satisfactory steps
towards comphance w~thln sa~d thirty (30) day period, the Party or Part~es g~v~ng the not~ce
shall have the right to require specific performance, or to obtain a writ of mandamus ~n the
Distnct Courts of Denton County to require comphance, or to terminate the Agreement, or
to collect damages resulting from such failure to comply, and D~stnct and Lew~sv~lle
specifically reserve all remedies at law or ~n equity for breach of th~s Agreement
Section 8.3 Force Maleure. If, because of flood, drought, fire, explosions, c~wt d~sturbance, war,
water system failure or malfuncbon, acts of God, or other causes beyond the control of either Party,
e~ther Party ~s not able to perform any or all of its obhgat~ons under this Agreement, then the
respective Party's obhgabons hereunder shall be suspended dunng such period, and for no longer
than such penod of bme when the Party is unable to so perform
Section 8 4 El~lbllitv and Claims.
a) To the extent allowed by law, except for the actions or ~nacbens descnbed and
discla~med ~n paragraphs 8 5 and 8 6, which are expressly excluded from this indemnity,
Denton agrees to ~ndemn~fy and hold harmless and defend Distnct and Lew~swlle, their
UTRWD~Clty of Denton~Clty of Lewlsville
Lewisvllle I~ake Pass-Through Agreement - Water from Cooper (Chapmen) Lake
Page 21
officers and employees, from any claim for ~njunes, damages or losses, admm;strat~ve
proceedings, lawsu;ts or judgments, penalties, costs, expenses, and attorney's fees for
personal inJUry (;nclud~ng death), property damage, other harm for which recovery of
damages ~s sought, or wolat~ons of federal or state laws or regulations that arise from any
act, omission or neghgence of Denton, ~ts officers or employees, arising from the
performance of th~s Agreement, unless sa~d inJUries, damages or losses result from the
negligence of D~stnct or Lew~swlle, respectively The ~ndemn~ty shall apply ~n cases where,
due to Denton's operations and obl;gat~ons under th~s Agreement, the Lew~swlle Lake water
quahty ~s ~mpa~red or the Cooper water ~s ~mpa~red, and ~f Denton wolates apphcable state
or federal environmental laws, rules, or regulations
b) To the extent allowed by law, D~stnct agrees to indemnify and hold harmless and
defend Denton and Lew~sville, their officers an'~ employees, from any claims for mjunes,
damages or losses, admlmstrat~ve proceedings, lawsuits or judgments, penalties, costs,
expenses, and attorney's fees for personal injury (~nclud~ng death), property damage, other
harm for which recovery of damages ~s sought, or wolat~ons of federal or state laws or
regulations that anse from any act, omission or neghgence of D~stnct, ~ts officers or
employees, ans~ng from the performance of th~s Agreement, unless sa~d ~njunes, damages
or losses result from the negligence of Denton or Lew~svllle, respectively The ~ndemn~ty
shall apply in cases where, due to D~stnct's operations and obligations under this
Agreement, the Lew~swlle Lake water quality ~s ~mpa~red or the Cooper water ~s ~mpalred,
and ff the District wolates applicable state or federal enwronmental laws, rules, or
regulations
UTRWD~Clty of Denton~Clty of Lewlsvllle
Lewlsvllle Lake Pass.Through Agreement - Water from Cooper (Chapman) Lake
Page 22
c) To the extent allowed by law, Lew~sv~lle agrees to ~ndemn~fy and hold harmless and
defend D~stnct and Denton, their officers and employees, from any claims for ~njunes,
damages or losses, administrative proceedings, lawsuits or judgments, penalbes, costs,
expenses, and attorney's fees for personal ~njury (~nclud~ng death), property damage, other
harm for which recovery of damages ~s sought, or wolat~ons of federal or state laws or
regulations that arise from any act, omission or neghgence of Lew~swlle, ~ts officers or
employees, ans~ng from the performance of th~s Agreement, unless sa~d ~njunes, damages
or losses result from the neghgence of D~stnct or Denton, respecbvely
The prowslons of th~s Agreement, ~nclud~ng the above ~ndemn~tles, are solely for the benefit of the
Part~es to this Agreement, and are not ~ntended to create or grant any rights, contractual or
otherwise, to any other person or entity
Section 8 5. No Warranties Denton makes no representabon or warranty, express or ~mphed,
as to the character, quahty, or ava~lab~hty of the water to be taken or sold by the D~stnct under th~s
Agreement, and, the Distnct agrees to assume all such nsks, to accept such water. ~f available, ~n
the same state as ~t ~s prowded or made available to D~stnct, nor, does Denton make any
representation that such water will be suitable for the purposes for which the D~stnct desires to use
~t Denton shall not be liable ~n the event of the non-ava~lab~hty of water hereunder, the unsu~tab~hty
of such water, or ~ts quahty, or the mablhty of Denton to perform any obligation under th~s Contract
for force majeure reasons as stated ~n Section 8 3 hereof, ~nclud~ng rules and regulations of other
governmental agencies
Sect,on 8.6 Reoulatlons of Other Aoencles Denton shall not be hable ~n any event for the
UTRWD~Clty of Denton~Clty of Lewlaville
Lewlevllla Lake Paas-Through Agreement - Water from Cooper (Chapman) Lake
Page 23
nonavailab~hty of services hereunder due to the ~nab~hty of Denton to perform any obhgat~on under
this Agreement for reasons beyond ~ts control, ~nclud~ng rules or regulations of other governmental
agencies Prowded, however, Denton w~ll pursue action or remedies ~t deems reasonable, with
reasonable assistance by D~stnct, for such non-ava~lab~hty of services to allow restoration of
services so affected, ~mpa~red or suspended w~th~n a reasonable t~me, cons~denng the conditions
creating the non-ava~lab~hty of services
Section 8 7 Severabllitv If any prews~on of this Agreement is by any court held to be illegal or
~n conflict w~th any law or regulation, the vahdlty of the remaining prows~ons of th~s Agreement shall
not be affected, and the rights and obhgabons of the Part~es shall be construed and enforced as
~f the Agreement did not contain the particular prows~on held to be invahd
Section 8 8 Asslunrnent. Neither Party shall assign nor transfer ~n whole or ~n part the nghts and
pnv~leges granted In th~s Agreement w~thout first obtaining the wntten consent of the other Party
Section8.9. Entire Aereement Modification Th~s Agreement embodies the whole agreement
of the Parbes There are no promises, terms, conditions, or obhgat~ons other that those contained
herein This Agreement shall supersede all previous commun~cabons, representations, or
agreements, e~ther verbal or written, between the Part~es, and all modifications of th~s Agreement
shall be ,~n writing and approved by the affected Parbes
Section 8 10 Venue All amounts due under th~s Agreement shall be pa~d and be due ~n Denton
County, Texas It ~s specifically agreed among the Part~es that Denton County, Texas, is the place
of performance of th~s Agreement In the event that any legal proceeding ~s brought to enforce th~s
UTRWD&Clty of Denton~Clty of Lewlsvllle
Lewlevllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 24
Agreement or any prows~on hereof, the same shall be brought ~n Denton County, Texas
Section 8 11 Notices Any notice, request for ~nformabon or other document to be g~ven
hereunder to any of the Part~es hereto by the other Party shall be ~n wnt~ng and shall be hand-
delivered or sent
by certified or registered mad, postage prepaid, requesbng ewdence of receipt as follows
a) If to Denton, addressed to
C~ty of Denton
Attention C~ty Manager
215 East McK~nney
City of Denton, Texas 76201
b) If to D~stnct, addressed to
Upper Tnmty Regional Water D~stnct
Attenbon Execubve D~rector
Post Office Drawer 305
Lew~sv~lle, Texas 75067
c) If to Lew~swlle, addressed to
C~ty of Lew~swlle
Attention City Manager
P O Box 299002
Lew~swlle, TX 75029-9002
E~ther Party may change the address for notice above by certified ma~l to the other Parties at any
time
Section,812 Caotions The capt~ons of the vanous secbons and paragraphs hereln are ~ntended
for convenience or reference only and shall not define or hm~t any of the terms or provisions hereof
UTRWD~Clty of Denton~Clty of Lawlavllle
Lawlavllle Lake Paes-Through Agreement - Water from Cooper (Chapman) Lake
Page 25
Section 8 13 Goyerlllnf:l Laws Th~s Agreement shall ~n all respects be governed by and
construed ~n accordance w~th the laws of the State of Texas, ~nclud~ng all matters of construction,
validity and performance
Section 8 14 Goyernmental Immunity Not Waived. Neither Denton, D~strlct, nor Lewlswlle
waives, nor shall be deemed hereby to waive, any ~mmun~ty or defense that would otherwise be
available to ~t against claims made or ans~ng from any act or omission resulting from the
Agreement
Section 8 15 NOp-walver The waiver by e~ther Party of any breach of any provision contained
~n th~s Agreement shall not be deemed to be a waiver of such provision for any subsequent breach
of the same or any other prows~on
ARTICLE IV
TERM OF CONTRACT
Section 9.1 Effective Date. Upon execut.on by all Parties, th~s Agreement shall become effecbve
upon the date first written above
Section 9 2. Terlll of Contract Th~s Agreement prowdes for dehvery of Cooper Lake water
pumhased pursuant to the Commerce Contract, and, ~t ~s desirable to coordinate the in~t~al term and
renewals of th;s Agreement w~th sa~d contract, and any renewals thereof Accordingly, the ;mbal
term of th~s Agreement shall conbnue ~n force and effect until September 28, 2041, prowded,
however, this Agreement may be renewed for succeeding twenty five (25) year penods for as long
UTRWD&Clty of Denton~City of Lewlavllle
Lewlsvllle Lake Pass-Through Agreement - Water from Cooper (Chapman) Lake
Page 26
as the Commerce Contract remains ~n effect If D~str~ct requests such renewal by not~fy~ng Denton
of ~ts ~ntent~on to renew ~n wnt~ng at least 180 days before the end of the ~n~t~al or each succeeding
renewal term, Denton and Lew~swlle shall not unreasonably w~thhold approval Upon each renewal
after the imt~al term, the fees prowded for here~n (Secbon 6 0a) may be modified in an amount
mutually agreed to by Denton and D~stnct If Denton and D~stnct cannot agree on fees, e~ther
Denton or D~stnct may, at ~ts sole option, terminate the Agreement Other prows~ons of renewal
agreements may be modified by mutual agreement of the Part~es
IN WITNESS WHEREOF, the Part~es hereto have caused th~s Agreement to be executed by
their respective duly-authorized officers ~n mulbple ongmals as of the date and year first above
wntten
,EX*S
T~d Benav~des, C~ty Manager
Al=rEST! . . '~
,n,,er ters. O,ty ecret
Herb Pr°uty, C~t'y ~rney
Ma~ H~ndnx, C~/~E, C~ty 8ocret~ ~
UTRWD~Clty,of Denton~Clty of Lewlsvllle
Lewlsvllle Lake Pasa Through Agreement - Water from Cooper (Chapman) Lake
Page 27
A~A,~.'I~L E G A L ITY
I~onald J Ne~an, City Attorney
UPPER TRINITY REGIONAL
Harfis,'Pr~sldent
(.,/Board o/fD~rectors
ATTEST
StSv~l~lL' Bacchus, Secretary
Board of Directors
D LEGALITY
john F BOyle, Jr, Atto(ney '~
General Counsel for D~str~ct