Res 2020-109/approving contracts with Hays Energy, LLC for the sale of reclaimed water for and the treatment of Wastewater from Hays Energy’s Electric Power Generation Facility South of the city

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Section 2.04 Use of Wastewater Line. Hays Energy will permit the City to make connections to the Wastewater Line for use by other City customers provided that the City agrees to reserve 900,000 gallons per day of capacity in the Wastewater Line (at a rate of 37,000 gallons per hour) for use by Hays Energy. In order to protect the right of Hays Energy to this reserved capacity, the City agrees to verify that sufficient capacity remains in the Wastewater Line to serve a request to connect to the line by a third party or such third party's usage of the Wastewater Line, while preserving Hays Energy's reserviced capacity, before approving the request or usage ("Request"). To the extent that any such Request by a third party would conflict with Hays Energy's reserved capacity, the City agrees to deny the Request. The City may provide alternative means for wastewater service for persons whose service requests are denied under this paragraph. Section 3.01. Regulatory Compliance. The obligations of Hays Energy and the City under this Contract are subject to all applicable federal, state and local laws and regulations currently in effect and as amended or modified from time to time (the "Laws and Regulations"). A. The City is responsible for compliance with the Laws and Regulations that apply to the Treatment Plant. B. The City is responsible for compliance with the Laws and Regulations that apply to the operation of the Wastewater Line. C. Hays Energy is responsible for compliance with the Laws and Regulations governing the use of the City's wastewater treatment services, including without limitation, those applicable to industrial wastewater discharge. Hays Energy is not responsible for discharges to the Wastewater Line made by any other City Customer. D. Hays Energy is responsible for compliance with the Laws and Regulations that apply to the Facility's zero liquid discharge equipment. Section 3.03. Term; Termination. A. The initial term of the Contract is 10 years commencing on the Effective Date. This Contract can be renewed or extended with the mutual consent of the parties for up to two additional five-year periods. B. The City may suspend the provision of wastewater treatment services under this Contract, without terminating the Contract, in the following circumstances: 1. Hays Energy fails to pay any amount invoiced or billed by the City to Hays Energy under this Contract, unless Hays Energy has notified the City, in writing prior to the deadline in the City's billing notice, of a bona fide dispute concerning the invoice or bill. 2. Hays Energy fails to comply with any of the Laws and Regulations for which Hays Energy is responsible for compliance. C. The failure or refusal of a party to comply with any term, provision, or covenant of this Contract will constitute a default by that party. In addition, if Hays Energy becomes insolvent, or commences, or has commenced against it, proceedings in bankruptcy, this will constitute a default by Hays Energy. This Contract may be terminated by either party upon a default by the other party. In the event of a default by a party, the other party shall give the defaulting party written notice of default, and, if the defaulting party fails to cure or remedy the default within 30 days following receipt of notice, this Contract shall terminate immediately without further notice to the defaulting party. The City's acceptance of Hays Energy's monthly payments subsequent to the occurrence of any event of default will be as compensation for the provision of wastewater treatment services, and will in no way constitute a waiver by the City of its right to exercise any remedy, provided for any event of default. Section 3.04. Uncontrollable Circumstances. In this Agreement, "Uncontrollable