Common use of POINTS OF DELIVERY AND TITLE Clause in Contracts

POINTS OF DELIVERY AND TITLE. Attached hereto as Exhibit “A” is a schematic diagram involving the transfer of water from the Authority to the Wholesale Customer’s distribution system. The Point of Delivery of the water by the Authority to the Wholesale Customer shall be the outlet of the Authority’s meter located immediately before the water enters the Wholesale Customer’s 150,000125,000 gallon ground storage tank shown on Exhibit “A” attached hereto, and any other points of delivery mutually agreed upon by the Wholesale Customer and the Authority. The Wholesale Customer shall provide and maintain a clean air gap between the Authority’s system and the Wholesale Customer’s distribution system immediately downstream from the Point of Delivery shown on Exhibit “A,” and any other points of delivery mutually agreed upon by the Wholesale Customer and the Authority. The two pumps shown on Exhibit “A” have been replaced by the Authority pursuant to a letter of agreement between Wholesale Customer and the Authority, a copy of which is attached hereto as Exhibit “B.” The Authority has executed the Utility Conveyance Agreement required by the letter agreement, conveying the two pumps and appurtenances described in the contract documents and technical specifications for Bishop Westside Water Treatment Plant renovations and modifications for the South Texas Water Authority prepared by LNV Engineering, March 2014, all the facilities shown on Exhibit “A” are owned by Wholesale Customer, and Wholesale Customer is responsible for the operation and maintenance of those facilities. Following the execution of this Contract, the Parties intend to negotiate in good faith toward making a contract among themselves and third party Nueces Water Supply Corporation (NWSC) relating to the continued use by these parties of that tract of land owned by The City of ▇▇▇▇▇▇ and generally referred to as the ▇▇▇▇▇▇ East Side Water Station, which contains various facilities and equipment owned by these parties in connection with their respective water systems. Wholesale Customer no longer uses what used to be its east side delivery facility, a copy of which is attached hereto as Exhibit “C.” All the facilities shown on Exhibit “C” except for the building, the SCADA system and any equipment previously used to serve the City are owned by Nueces Water Supply Corporationby the Authority, and the Authority is responsible for the operation and maintenance of those facilities. The building, SCADA system and any equipment previously used to serve the City are owned by the Authority and the Authority is responsible for the operation and maintenance of those facilities. Those facilities owned by Nueces Water Supply Corporation and the Authority stand on land owned by Wholesale Customer. Therefore, Wholesale Customer will execute a license agreements, in favor of Nueces Water Supply Corporation and the Authority and theirits assigns, substantially in the form of thoseat attached as Exhibits “D,” and “E,” authorizing the Authority to use of that land for thoseits delivery facilities. The Authority agrees to cooperate with the City on the possible use of the east side delivery facilities by the City as an emergency supply, so long as all costs associated with such use, including but not limited to repairs and upgrades are paid by the City and subject to any regulatory approvals or requirements. Title to all water supplied hereunder shall remain in the Authority to the Point of Delivery, and upon passing through the Authority’s meter or meters installed at the specified Point of Delivery such title to the water shall pass to the Wholesale Customer. Each of the parties hereto shall be responsible for and agrees to save and hold the other party harmless from all claims, demands and causes of action which may be asserted by anyone on account of the transportation, delivery and disposal of said water while title remains in such party.