Exhibit 10.1
CONTRACT BETWEEN SANTA XXXXX VALLEY WATER DISTRICT AND
SAN XXXX WATER WORKS
FOR A SUPPLY OF TREATED WATER
THIS CONTRACT is made and entered into on January 27, 1981, between the
SANTA XXXXX VALLEY WATER DISTRICT, hereinafter referred to as "District", and
SAN XXXX WATER WORKS, hereinafter referred to as "Contractor" and supersedes
previous water service contracts between District and Contractor.
RECITALS:
A. District has executed contracts with the State of
California Department of Water Resources and the United States
Bureau of Reclamation, whereby District is and will be
entitled to receive imported water and District intends to
continue construction of a system within the boundaries of
District to distribute water so received.
B. Included within said system are facilities to treat and
filter such water; and Contractor is desirous of obtaining a
supply of treated water from District.
AGREEMENT: For and in consideration of the mutual promises and
covenants herein contained, the parties hereto agree as follows:
ARTICLE A. INTRODUCTORY PROVISIONS
1. Definitions - When used in this contract, the following terms shall
have the meanings hereinafter set forth:
a) "Fiscal Year" shall mean each 12-month period during the
term hereof commencing July 1 of one year and terminating June
30 of the next succeeding year, both dates inclusive.
b) "Each Contractor", or "Other Contractor", shall mean any
entity, public or private, contracting with District for a
supply of treated water.
c) The "Act" shall mean the Santa Xxxxx Valley Water District
Act, as amended.
d) "Board" shall mean the Board of Directors of the Santa
Xxxxx Valley Water District.
2. Term of Contract
a) This contract shall become effective on the date first
above written and shall remain in effect for a period of 70
years or until all loans 'and all bonds, the proceeds of sale
of which have been used for the construction of water
treatment and distribution facilities have been retired,
whichever period shall be longer, provided, however, that in
no event shall the term of this contract be deemed to extend
beyond the period authorized by law.
b) The term of this contract may be extended for an additional
term of years upon such terms and conditions as may be set
forth in a written agreement of the parties hereto executed at
least eighteen (18) months prior to expiration of the terms
specified in the preceding Subsection 2a. If no such agreement
shall be so executed, this contract shall terminate as
specified in said Subsection 2a unless at least one year prior
to said termination date Contractor shall notify District in
writing that Contractor desires to extend the term hereof; in
such event, said term shall
be extended for an addtional period of five years upon the
covenants, agreements and conditions herein contained.
3. Successors and Assigns - Subject to the provisions of the succeeding
Section 4 hereof, this contract and all the terms, covenants,
agreements and conditions herein contained shall inure to the benefit
of and be binding upon the successors and assigns of the parties
hereto.
4. Assignment - No assignment or transfer by Contractor of this
contract or any part hereof, or of any rights hereunder or interest
herein of Contractor, shall be valid unless approved by District, which
approval District agrees shall not be unreasonably withheld. The
foregoing provisions of this Section 4 to the contrary notwithstanding,
no consent shall be required on an assignment to a Public Agency with
the power of eminent domain; provided, such Public Agency expressly
assumes the obligations of this contract and provided, further, that if
said Public Agency assumes only a portion of the obligations of this
contract, Contractor shall remain obligated for the remainder, or in
the event Contractor shall sell, transfer, or convey any part or parts
or its water system to any entity, public or private, Contractor may
assign to the purchaser thereof a portion of Contractor's rights,
privileges and obligations hereunder and, in the event of any such
assignment Contractor shall be relieved of such portion of such
obligations of Contractor so assigned if, following such sale, transfer
or conveyance, District shall commence to furnish treated water to such
entity, or District under a contract with such entity existing prior to
such sale, transfer or conveyance increases the amount of treated water
delivered to such entity in order to meet in part the increased water
requirements of such entity resulting from such sale, transfer or
conveyance.
5. Adjustment of Schedule Purchases upon Other Water Service to
Projected Service Area - Where Contractor has prepared and submitted a
proposed water delivery schedule to District for an ensuing three-year
period in accordance with Article B hereof in reasonable anticipation
of and reliance upon projected water service by Contractor to its
existing or future customers who receive or would receive service
within a service area which shall be defined and may be amended from
time to time by Contractor and attached
hereto, as Exhibit A, and the schedule has been approved and made
binding upon Contractor in accordance with Article B hereof, and where,
in lieu of Contractor, any agency, public or private shall thereafter
provide treated water service to any such customers and the existence
of such circumstance and the necessity of Contractor to reduce its
delivery schedule being shown to District and acknowledged by District
to be facts (such acknowledgment to be in no case unreasonably
withheld), then Contractor's said delivery schedule shall at its option
be amended promptly in such manner as to reduce Contractor's scheduled
water purchases from District hereunder by an amount fairly
commensurate with such reduction of Contractor's anticipated or
projected water service.
ARTICLE B. WATER SERVICE PROVISIONS
1. Water Delivery Schedules
a) On October 15, 1980, and every three years thereafter,
Contractor shall submit in writing a proposed delivery
schedule for the ensuing three-year period beginning July 1 of
the following year. The proposed delivery schedule shall be
submitted on a form provided by the District and shall
indicate the amounts of treated water desired by Contractor
during each year of the ensuing three-year period. Except as
provided in Subsection c of this section, Contractor agrees
that in submitting a proposed water delivery schedule it will
not request an amount of water for each year which shall be
less in total than 95 percent of the amount for the fiscal
year containing the maximum amount in the then current
three-year schedule unless Contractor shall have assigned or
agreed to assign a portion of its rights, privileges, and
obligations hereunder pursuant to the provisions of Article A,
Section 4, hereof and i) District has consented to such
assignment, or ii) Contractor otherwise shall have been
relieved of a portion of its obligations hereunder pursuant to
the provisions of said Article A, Section 4; that following
occurrence of either event specified in the preceding clauses
i) and ii), the foregoing provisions of this Subsection a)
shall apply only to the unassigned portion of the Contractor's
rights and obligations hereunder.
b) Upon receipt of such delivery schedule, District shall
review same, and after consultation with Contractor and Other
Contractors receiving treated water from District, shall
approve such schedule or make such reductions therein as are
consistent with District's ability to deliver water to
Contractor and Other Contractors; provided, however, that
subject to availability of funds, financing policies,
construction schedules, and operating schedules, District will
make every reasonable effort to approve each proposed delivery
schedule submitted by Contractor and Other Contractors. Except
as provided in Subsection c of this section, District agrees
that it will approve a delivery schedule for said ensuing
schedule period which will not be less in total amount for
each fiscal year of said schedule period than 95 percent of
the maximum fiscal year set forth in the then current schedule
period. Notwithstanding the provisions of Subsections a and b
of this section, either Contractor or District may request
that the minimum amount of water for each fiscal year in the
ensuing three-year schedule period be reduced to a lesser
minimum amount than prescribed in Subsections a and b. Upon
written agreement by both Contractor and District, based on a
showing of extraordinary circumstances, the delivery schedule
may be approved at such lesser amount.
d) The approved delivery schedule shall be transmitted to
Contractor prior to December 31 of the year in which the
proposed delivery schedule is submitted. The approved delivery
schedule for fiscal years 1976-77 through 1980-81 is set forth
in Exhibit B, attached hereto and by this reference made a
part hereof.
e) For operating and planning purposes, Contractor shall, on
forms provided by District, annually supply District with
Contractor's anticipated monthly delivery schedules for the
ensuing year and such information reasonably needed by
District to determine projected annual deliveries for the next
ensuing five years. Contractor's anticipated monthly delivery
schedules shall not constitute a committment by Contractor to
receive the amounts of water set forth therein but shall
establish the monthly schedule
amounts of treated water to be delivered to Contractor for
certain purposes under Article C hereof.
2. Amounts of Water - Rates of Flow
a) District agrees to deliver to Contractor during each fiscal
year or fractional fiscal year of this Contract, as the case
may be, the amounts of treated water set forth on the approved
delivery schedule for each year or fractional fiscal year, as
the case may be.
b) District agrees to deliver to Contractor on demand in any
month during the term of this contract at least 15 percent of
the total amount of treated water which District has
theretofore agreed to deliver to Contractor during the
applicable fiscal year as shown on the approved delivery
schedule.
c) District further agrees to provide facilities capable of
delivering and will deliver the amounts of water prescribed by
Subsections a and b of this section on demand of Contractor at
rates of flow up to an instantaneous maximum flow rate
equivalent to 205 percent of the then current annual volume
shown on the approved delivery schedule expressed as an
equivalent uniform flow rate over the full year for an
aggregate of 72 hours in any month and for such additional
hours in any month as District has the capability to deliver
at said rate, provided that District, at such times during the
remainder of such month when District does not have the
capability to deliver at said rate, may reduce such rate to an
instantaneous maximum flow rate not to exceed 180 percent of
said annual volume expressed as an equivalent uniform flow
rate over the full year.
d) Notwithstanding the foregoing, during the period July 1,
1979 to June 30, 1990, District may limit the maximum flow
rate for each Contractor to 180 percent of the then current
annual volume of that Contractor shown on the approved water
delivery schedule expressed as an equivalent uniform rate over
the full year. District will give Contractor reasonable prior
notice of any such proposed limit of maximum flow rate.
3. Delivery Structures
a) Water delivered to Contractor pursuant to this contract
shall be provided from District facilities through delivery
structures to be located at such locations as may be mutually
agreed upon. Such delivery structures shall be designed and
constructed or caused to be constructed by District. Design
and bid costs shall be subject to favorable review and
approval by the Contractor prior to award of construction
contract for the delivery structure. District shall pay for
the cost of the land, automated controls and reporting
systems, nozzle turnout and shutoff valve portion of each of
said structures, and Contractor shall pay the total cost of
acquiring and installing the measuring devices, the vault or
housing and the flow regulating devices, if any, of each of
said structures as said devices and facilities are shown on
Exhibit C attached hereto and by this reference made a part
hereof. Upon thirty (30) days' written notice by District,
Contractor shall deposit with District prior to such
acquisition and installation an amount of money estimated by
District to be sufficient to cover such cost to be borne by
Contractor. In the event such estimate proves to be low,
Contractor shall pay to District upon written demand therefor
the difference between District's estimate and the actual cost
to be borne by Contractor. In the event such estimate proves
to be high, District shall refund to Contractor promptly the
difference between the actual cost to be so borne by
Contractor and the amount of said deposit.
b) Title to all delivery structures and to all appurtenances
up to and including the control valve shall be in District and
Contractor shall have no obligations or responsibilities with
respect thereto and shall be under no obligation to operate,
maintain, repair, replace or relocate the same.
4. Measurement of Water Delivered - District shall measure all water
delivered to Contractor and shall keep and maintain accurate and
complete records thereof. For such purpose, District shall install,
operate and maintain at all delivery structures such measuring devices
and equipment as are satisfactory and acceptable to both parties.
5. Curtailment of Delivery During Maintenance Periods - District will
make all reasonable effort to provide continuous service to Contractor
but may temporarily discontinue or reduce the delivery of water to
Contractor for the purpose of necessary investigation, inspection,
maintenance, repair or replacement of any of the facilities necessary
for the delivery of treated water to Contractor. District shall notify
Contractor as far in advance as possible of any discontinuance or
reduction and the estimated duration of such discontinuance or
reduction. Recognizing that Contractor will rely on District for
uninterrupted deliveries of water particularly during the high water
consumption months each year, District agrees to use its best efforts
throughout the term of this contract to make any such discontinuance or
reduction in the delivery of water only during the period of November
through March in any fiscal year. In the event of any discontinuance of
or reduction in delivery of water, Contractor may elect to receive the
amount of water which otherwise would have been delivered to it during
such period under the approved water delivery schedule for that fiscal
year at other times during such year, consistent with District's
delivery ability considering the then current delivery schedules of all
Other Contractors.
6. Suspension of Service Upon Default - In the event of any default by
Contractor in the payment of any money required to be paid to District
hereunder, District may, upon not less than three months' written
notice to Contractor, suspend deliveries of water under this contract
for so long as such default shall continue, provided, however, that
during such period Contractor shall remain obligated to make all
payments required under this contract and provided, further, that such
delinquent amount shall accrue interest at the rate of one-half of one
percent per month commencing on the due date of such delinquent amount
and continuing until both the principal amount of such charges and the
interest thereon are paid in full. Such suspension of delivery taken
pursuant to this Section 6 shall not deprive District of or limit any
remedy provided by this contract or by law for the recovery of money
due or which may become due under this contract. In the event of any
disagreement between Contractor and District as to the amount of any
xxxx rendered to Contractor by District, water service shall not be
discontinued if the disputed amount thereof is placed on deposit with
District. Such deposit shall not preclude review and adjustment of any
water xxxx as set forth in Article C, Section 8, hereof.
7. Water Quality - District agrees that all water to be delivered by it
to Contractor pursuant to the terms of this contract will be pure,
palatable, wholesome, potable and healthful and that all such water
will be of such quality that the same may be used for domestic purposes
at the points of delivery thereof to Contractor without further
treatment. District understands that Contractor is a public utility
furnishing water to its customers for domestic purposes and that water
to be delivered by it to Contractor hereunder will be delivered by
Contractor to said customers. District agrees that its system shall be
constructed and operated during the term hereof in accordance with a
permit or permits, including temporary permits, to be issued by the
State Department of Health Services, copies of which will be furnished
to Contractor upon receipt by District. District agrees that the
treated water to be delivered to Contractor pursuant to this contract
shall conform to the quality requirements set forth in the then current
primary and secondary standards for domestic water quality and
monitoring regulations adopted by the California State Department of
Health. Should the need arise, District and Contractor will cooperate
fully in adjusting their respective processes to the extent reasonably
practicable, and provided such adjustments do not affect other
Contractors, to aid the Contractor in conforming to such law within the
Contractor's distribution system.
ARTICLE C. PAYMENT PROVISIONS
1. The payments to be made by Contractor and Each Contractor for
delivery of treated water shall be a price per acre-foot based upon the
pricing policy adopted by the Board, dated January 18, 1971, as from
time to time amended, which is set forth in Exhibit D, attached hereto
and by this reference made a part hereof, and shall be the total of the
basic water charges and treated water surcharge as determined by the
District Board for each period for which a rate schedule is effective.
2. In determining the above charges, the basic water charge shall be
equal to District's groundwater charge for water other than
agricultural water (said words "agricultural water" being defined in
the Act) in Xxxx X-0, which shall be determined annually by the Board
in accordance with the legal provisions and requirements of the Act;
provided, however, that during each rate period the District will
consider all anticipated costs for each
such rate period and will endeavor to establish during the first year
of such rate period a groundwater charge that is intended to remain
constant for the full rate period.
3. District shall charge for the delivery of treated water in
accordance with the rate schedule for water service as such rate
schedule is established by the Board. The Board of Directors shall
review said rate schedule every three years to determine whether the
schedule is in accordance with the most recent and anticipated costs
and revenues of District. Accordingly, the Board shall, on or about the
second Tuesday in March 1981, but not later than April 15, 1981,
establish a rate schedule for the rate period commencing July 1, 1981
through June 30, 1984, and shall follow said procedure for each ensuing
three-year period. Each such rate schedule shall be prospective in
operation, but shall provide for the recovery of expenditures to be
recovered by the basic water charge and the treated water surcharge
during the period said rates are in effect and any shortages of revenue
for said expenditures that may have been experienced during the
preceding rate periods. It is agreed that the rates to be so
established shall not be unreasonable or arbitrary, shall be based upon
reasonable estimates of costs and water deliveries and shall be the
same for Contractor and Other Contractors and all other persons, public
or private, purchasing treated water from District, regardless of the
point of delivery of such water by District; District agrees to use its
best efforts throughout the term of this contract to collect from Other
Contractors, and such other persons in accordance with such rate
schedules, the appropriate sums of money without deduction or offset
according to the respective amounts of treated water delivered by the
District.
4. Contractor shall pay District the rate or rates set forth on the
rate schedules during the period said rate schedules are effective for
all water delivered to the Contractor; provided, however, that
Contractor shall pay District at least a minimum charge each year
applicable to water scheduled to be delivered in such year, which
minimum charge shall be based upon an amount of treated water equal to
90 percent of the total amount of treated water to be delivered to
Contractor during that fiscal year as shown on the approved delivery
schedule; provided, however, that if Contractor during any other year
of the current rate schedule period has purchased water in excess of 90
percent
of the water scheduled to be delivered to Contractor during such other
year, such delivery in excess of 90 percent for such other year may be
used as a credit against years in such rate schedule period in which
Contractor received less than 90 percent of the treated water as shown
on the approved delivery schedule, and if Contractor has paid, pursuant
to such annual minimum charge, for water not delivered to it,
Contractor shall have the right to receive such undelivered water
without additional payment during the remainder of the then current
rate schedule period at times when District has the delivery capability
provided further, however, that:
a) If in any day of any year during the term hereof, District,
for any reason, including reduced deliveries pursuant to the
provisions of Article D hereof, shall be unable to deliver
treated water to Contractor in an amount equal to 1/30 of the
then current monthly scheduled amount as set forth in Article
B, Section 1(e) as expressed as a uniform daily volume, the
then minimum charge for that year shall be based upon an
amount of water as calculated above in Section 4 reduced by an
amount equal to the reduction required by District for each
day a reduced delivery is required.
b) If in any day of any year during the term hereof District
shall offer to deliver to Contractor water which shall fail to
meet the quality requirements set forth in Article B, Section
7, hereof, then Contractor shall have the right to refuse to
accept or reduce deliveries of water from District until such
time as such water shall meet said quality requirements. In
such event Contractor shall immediately notify District, and
confirm in writing within 5 days of the beginning of any such
period. In any such year the then minimum charge shall be
reduced by an amount equal to the volume of water reduced by
the Contractor up to an amount equal to 1/30 of the then
current monthly scheduled amount as set forth in Article B,
Section 1(e), as expressed as a uniform daily volume for each
day that water service is so refused or reduced by the
Contractor. If Contractor at any time, or from time to time
during the term hereof, should have the right to refuse to
accept water from District by reason of the foregoing
provisions of this Subsection 4b, but should nevertheless fail
to
exercise such right, such failure shall in no event be deemed
to waive or limit exercise of such right by Contractor. Except
as set forth by the foregoing provisions of this Section 4,
Contractor shall not be obligated to pay for any water not
accepted by it. Nothing contained in this Section 4 shall in
any way be deemed to limit Contractor's obligation to pay for
all water accepted by it from District in accordance with the
appropriate rate set forth from time to time in District's
then applicable rate schedule.
c) If in any year during the term hereof, the Board of
Directors of District shall by Resolution place in effect a
water reduction program in excess of 10 percent of normal
usage, the monthly scheduled amounts or portions thereof, as
set forth in Article B, Section le, for that portion of the
year when such water reduction program is in effect shall be
reduced by the same percentage as required by the water
reduction program less 10 percent. The Contractor shall be
notified in writing of such water reduction program.
5. Surplus - If District shall determine, in accordance with sound
accounting practice, that the aggregate of the revenues received by it
in any fiscal year, or any rate period, during the term hereof a) from
the sale of treated water to Contractor and Other Contractors, b) from
the sale of raw water, and c) through collection of the groundwater
charges referred to in Article E hereof, has exceeded District's costs
and expenses during such year, or rate period, District shall retain
such excess and reserve the same for purchases of raw water,
construction, maintenance or operation of existing or additional
facilities for the importation, conservation, treatment or wholesale
distribution of water, reduce its scheduled price of treated water or,
subject to the provisions of the Act, reduce said groundwater charges.
It is understood that the object in computing rates under this contract
is to cover the costs related to the importation, conservation,
treatment or wholesale distribution of water.
6. Non-Contract Water - The term "non-contract water" refers to treated
water found by District to be available for delivery to the treated
water contractors in addition to the scheduled amounts. Non-contract
water may be available only at such times and such prices as determined
by the District. District will notify Contractor in writing thereof.
Deliveries of non-contract water to Contractor will only be made after
Contractor has purchased 100 percent of the monthly scheduled amount as
set forth in Article B, Section 1(e). Further, at the end of each
fiscal year an adjustment in billing will be made and Contractor will
be required to have paid for 100 percent of the approved delivery
scheduled amount, less any other adjustments before the purchase of
non-contract water is allowed. During any period in which non-contract
water is not available and Contractor takes water in excess of its
scheduled amount, such water will not be reclassified and will be
charged for at the full contract price. Water taken in excess of
scheduled amounts during periods when non-contract water is not
available may be credited as a part of Contractor's minimum annual
charge.
7. Xxxxxxxx - Xxxxxxxx shall be made monthly as follows: On or about
the first of each month District will send to Contractor a xxxx
calculated in accordance with the provisions of Article C hereof for
all treated water accepted by Contractor from District during the
preceding month. The final xxxx for each fiscal year shall include any
sums due for the minimum charge required by Article C, Section 4,
hereof. District shall make every effort to make required meter
readings on the last day of each calendar month, but District shall be
entitled to make such readings three days prior to the close of any
calendar month or within five days after the beginning of any calendar
month.
8. Time and Method of Payment - Payments shall be made by Contractor to
District within twenty 20 days after billing by District. In the event
that Contractor in good faith contests the accuracy of any xxxx
submitted to it pursuant to this contract, it shall give District
notice thereof at least five (5) days prior to the day upon which
payment of the stated amount is due. To the extent that District finds
Contractor's contentions regarding the statement to be correct, it
shall revise the statement accordingly and Contractor shall make
payment of the amounts on or before the due date. To the extent that
District does not find Contractor's contentions to be correct or where
time is not available for a review of such contentions prior to the due
date, Contractor shall pay the billed amount on or before the due date
and may make the contested part of such
payment under protest and seek to recover the amount in question from
District.
ARTICLE D. AVAILABILITY OF WATER
1. In any year in which there may occur a water shortage by reason of
drought or other temporary cause in the supply of water available for
delivery to all users, District shall, before reducing other deliveries
of water, reduce, or if necessary cease, to the extent permitted by the
operation of District's facilities consistent with its obligations to
receive water pursuant to the State and/or Federal Contract, all
deliveries of untreated water for recharge of groundwaters.
2. If, despite such reduction or cessation of such deliveries of
untreated water for groundwater recharge pursuant to the provisions of
the preceding Section 1, a further reduction in deliveries shall become
necessary if the treated water requirements set forth on the approved
delivery schedule of Contractor and Other Contractors are to be met,
District shall, before reducing deliveries to Contractor and Other
Contractors, reduce the total amount of agricultural water (as defined
in the Act) released to others for surface delivery during such fiscal
year by an amount equal to the following: namely, the average of the
releases of such surface-delivered agricultural water during the
preceding three fiscal years multiplied by the percentage by which
District's total receipt of water from State and Federal sources for
agricultural use (as such use is defined in the State and Federal
Contracts) is reduced in such year pursuant to provisions of said
contracts.
3. If any reduction in deliveries of treated water shall become
necessary following reductions in untreated water pursuant to the
provisions of the preceding Sections 1 and 2, District shall reduce
deliveries of treated water to Contractor and Other Contractors in an
amount which bears the same proportion to the total amount of such
reduction that the amount included in such treated water user's
approved delivery schedule bears to the total of the amount included in
the approved delivery schedule of Contractor and Other Contractors for
that fiscal year, all as determined by District; provided that District
may apportion on some other basis if such is required to meet minimum
demands for domestic supply, fire protection, or sanitation during the
year. District agrees to notify
Contractor in writing promptly in the event any such reduction in
deliveries to Contractor and Other Contractors shall be decided upon
and concurrently of the amount of such reduction and of any changes in
Contractor's approved delivery schedule.
4. District shall not be liable for failure to deliver water to
Contractor hereunder in the amounts hereinabove provided if such
failure shall be caused by drought or any other reason beyond the
reasonable control of District.
5. District shall give Contractor written notice as far in advance as
possible of any reduction in deliveries of treated water which may be
necessary because of a shortage in water supply.
ARTICLE E. GROUNDWATER CHARGE
District agrees that in establishing or modifying the boundaries of any
zone pursuant to the provisions of the Act, it will not act in an unreasonable,
arbitrary, capricious or discriminatory manner. District further agrees that it
will use its best efforts throughout the term of this contract to collect,
without deduction or offset, from all persons operating groundwater-producing
facilities (as said words are defined in Section 26.1 of the Act) the
groundwater charges at the rates per acre-foot of water then applicable in the
zone of the District in which each such facility is located.
ARTICLE F. REMEDIES
By reason of the specialized nature of the water service to be
rendered, and for the further reason that the extent of any damage caused to
either party by the other by reason of any breach of this contract may be
extremely difficult to determine, it is agreed by the parties hereto that an
action for damages is an inadequate remedy for any breach, and that specific
performance, without precluding any other remedy available in equity or at law,
will be necessary to furnish either party hereto with an adequate remedy for the
breach hereof.
ARTICLE G. GENERAL PROVISIONS
1. Amendments - This Contract may be amended at any time by mutual
agreement of the parties, except insofar as any proposed amendments are
in any way contrary to applicable law. District agrees that in the
event of legally
enforceable action by a cognizant governmental body, either a)
producing a prospective change in the volume of use of water by
Contractor's customers, as by the imposition of an order suspending new
services, or b) requiring reuse of wastewater or forbidding or limiting
the discharge of wastewater into San Francisco Bay, District will make
such amendments to Exhibit B of this contract as the circumstances may
reasonably and equitability require.
2. Challenge of Laws - Nothing herein contained shall be construed as
stopping or otherwise preventing Contractor or District from contesting
by litigation or other lawful means the validity, constitutionality,
construction, or application of any law of this State, any ordinance of
District, or any rule, regulation or practice of District or
Contractor.
3. Waiver of Rights - Any waiver at any time by either party hereto of
its rights with respect to a default or any other matter arising in
connection with this contract shall not be deemed to be a waiver with
respect to any other default or matter. None of the covenants or
agreements herein contained can be waived except by the written consent
of the waiving party.
4. Notices - All notices or other writings in this contract provided to
be given or made or sent, or which may be given or made or sent, by
either party hereto to the other, shall be deemed to have been fully
given or made or sent when made in writing and deposited in the United
States mail, registered, or certified, postage prepaid, and addressed
as follows:
To District: Santa Xxxxx Valley Water District
0000 Xxxxxxx Xxxxxxxxxx
Xxx Xxxx, Xxxxxxxxxx 00000
To Contractor: San Xxxx Water Works
000 Xxxx Xxxxx Xxxxx Xx.
Xxx Xxxx, XX 00000
The address to which any notice or other writing may be given or made or sent to
either party may be changed upon written notice given by such party as above
provided.
5. Separability - If any one or more of the covenants or agreements set
forth in this contract on the part of
District or Contractor, or either of them, to be performed should be
contrary to any provision of law or contrary to the policy of law to
such extent as to be unenforceable in any court of competent
jurisdiction, then such covenant or covenants, agreement or agreements,
shall be null and void and shall be deemed separable from the remaining
covenants and agreements and shall in nowise affect the validity of
this contract.
6. Paragraph Headings - Paragraph headings in this contract are for
convenience only and are not to be construed as a part of this contract
or in any way limiting or amplifying the provisions hereof.
7. Other Contracts - District agrees that each contract for the supply
of treated water hereafter entered into by District with any Other
Contractor shall contain provisions substantially similar to those
herein set forth and shall not contain any provisions of a material
nature more favorable to the Other Contractor than the provisions
herein applicable to the Contractor.
IN WITNESS WHEREOF, District has caused this contract to be executed by the
Chairman of its Board of Directors and caused its Official Seal to be hereunto
affixed and Contractor has caused these presents to be executed on July 21, 1980
by its duly authorized officer.
ATTEST: XXXXX X. XXXXXXXX
SANTA XXXXX VALLEY WATER DISTRICT
---------------------------------
Clerk Pro Tem of the Board of Directors
Approved as to form:
---------------------------------
General Counsel, Santa Xxxxx
Valley Water District
ATTEST:
SAN XXXX WATER WORKS
By
----------------------------------
Its President
---------------------------------
"Contractor"
---------------------------------
Approved as to form:
---------------------------
Attorney for Contractor
