2012-094 RES AUTHORIZING/APPROVING AGREEMENT BY AND AMONG COP, NEXTERA ENERGY AND DAISY FARMS

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NOW THEREFORE, in consideration of the mutual promises, covenants, obligations and benefits described in this Agreement and subject to the terms and provisions hereinafter set forth, the CITY, DAISY and NEXTERA agree as follows: ARTICLE I CONDITIONS PRECEDENT This Agreement is subject to the terms and conditions of the Original Agreement. This Agreement is not an agreement for a new source of raw water supply, but an agreement which will allow DAISY to purchase a portion of the unused or excess supply of raw water contracted for between the CITY and NEXTERA under the Original Agreement for up to a maximum of eight (S) million gallons per day ("8 MGD"). The CITY agrees that in order to provide the excess supply of raw water to DAISY pursuant to this Agreement, additional authorization from the Texas Commission on Environmental Quality ("TCEQ") authorizing the use of water diverted pursuant to the CITY'S Water Right, for use by DAISY for agricultural use purposes, is required. DAISY and the CITY agree to cooperate in applying for such authorization from TCEQ. DAISY and the CITY agree that this Ageement is subject to and contingent upon receipt of a permit or other approval from TCEQ authorizing use of water provided pursuant to this Agreement by DAISY at its facilities for agricultural purposes. In the event that such permit or approval is not granted by TCEQ, this Agreement shall automatically terminate. By executing this Agreement, NEXTERA hereby agrees to amend the Original Agreement to allow the CITY to sell the excess or unused portion of the 8 MGD raw water supply to DAISY in accordance with the terms and provisions of this Agreement. The parties to this Agreement hereby acknowledge and agree that NEXTERA shall retain first priority to the 8 MGD of raw water supply contracted for with the CITY under the Original Agreement and that DAISY shall have an exclusive right only to purchase that excess or unused supply of raw water not used by NEXTERA on a daily or monthly basis in accordance with the terms provided herein. DAISY's right to purchase is on an "as needed basis," and DAISY is not obligated to purchase excess or unused NEXTERA water. ARTICLE II QUANTITY AND QUALITY The CITY agrees to sell to DAISY and DAISY agrees to purchase from the CITY that excess supply of raw water not taken or used by NEXTERA under the Original Agreement up to a maximum of 8 MGD. DAISY'S right to purchase raw water from the CITY is secondary to NEXTERA' S priority right to purchase raw water under the Original Agreement. Under no circumstances will the CITY be obligated to supply more than 8 MGD of Raw Water to NEXTERA and DAISY. Subject to the Force Majeure provision contained herein in Article XII, the CITY warrants that it has and will maintain at all times during the term of this Agreement sufficient rights to and supply of raw water to supply its obligations hereunder. 2