HomeMy WebLinkAboutContract 16053 rm .,
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WACT.
TRINITY RIVER AUTHORITY OF TEXAS DE 'TON CREEK N,0444<
-WASTEWATER INTERCEPTOR SYSTEM CONTRACT
THE STATE OF TEXAS
TRINITY RIVER AUTHORITY OF TEXAS
THIS TRINITY RIVER AUTHORITY O TEXAS DENT ON REEK
WASTEWATER INTERCEPTOR SYSTEM CONTRACT (the "Contract" made
and entered into as of the 28th day of OCTOBER,, 1987 (the,
"Contract Date") �, by and between TRINITY RIVER AUTHORITY OF
TEXAS (the "Autho ty" an agency and pol tic a l su d iv i si on of
the State cif Texas, being a conservation and recl m do
district created and functicning under Article 16, Sect "Ion 59 ,
of the Tarts Constitution, pursuant to, Chapter 518, Arts of the,
54th Legislature of the State of Texas, Regular Session, 1955,
as amended (the "Authority Act"') ,, and the following
CITY OF FORT WORTH, IN TA NT COUNTY, TEXAS,
CITY OF HASLET, INTARRANT COUNTY, TEXAS, and
CITY OF ROANOKE, IN DENTON COUNTY, TEXAS,
('collectively the "Chia, ll „
I T N E S S E T' H
WHEREAS,, each of the Cities is a duly created city anid
political operating under the
Constitution and laws of the State of Texas; and
WHEREAS, the Authority and the Cities are authorized to
enter into this Contract pursuant to the Authority Act, Chapter
30, Texas Water Code,, Vernon's Ann. Tex C*v,, St,, Article
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4413 (3Vic) (the "Interlocal Cooperation Act"') and other app'
cable laws - and
it
WHEREAS pursuant to a separate contract dated the Con-
tract Date and executed contemporaneously with th"is, Contract.
the Authority has agreed to acquire,, construct, own, and
operate a regional wastewater treatment system to serve the
cities within the watershed or drainage area of Denton Creek, a
tributary of the Trinity River,, located in Denton and Tarrant
Counties, Texas the "Regional Wastewater System") * and
WHEREAS, such Contract does not provide for, the facilities
required to transport the Wastewater of the Cities from the
Denton Creek drainage area into the Regional Wastewater System,,*
and
WHEREAS,, 'under this Contract the Authority proposes, to
101 41 0
acquire and construct the facilit.hies, required to transport the
Wastewater of the Cities from the Denton C' eek drainage area
into the Regional Wastewater System; and
WHEREAS such Wastewater transportation facilities which
will serve the Cities (hereinafter called the ""Interceptor
0 01
System") are and will be described in an engineering report of
0
Randy & Associates, Fort Worth, Texas, entitled "Comprehi ins five
Feasibility Study on Denton Creek Regional Wastewater System" .
dated August, 1,987 ; and
2
WHEREAS
,, such report, including all amendments, supple-
ments, and change orders thereto, heretofore or hereafter made,
is hereinafter called the "'Engineering Report"' ; and
i
st
WHEREAS, 1 s expected by the Cities that as soon as
practicable after the execution of this Contract the Authoriry
will issue Bonds payable from and secured by Annual Payments
made under, this Contract by the Giles to provide the Inter-
ceptor System.
NOW, THEREFORE in consideration of' the mutual covenants
and agreements herein contained, the Authority agrees to 'issue
its Bonds and to provide the Wastewater t revs po rte.t ion
facilities and services of the Interceptor System to the Cities
under this Contract, and to acquire and construct the
Interceptor System, upon and sub3ect to the terms and
condi*tions hereinafter set foirth,, to-wit.o
Section 1. DEFINITION OF TERMS, The following terms and
expressions as used in this Contract, unless the context
0
clearly shows otherwise, shall have the following meanings,
(a) "Annual Payment" means the amount of money to be paid
to the Authority by each of the Cities during each Annual
Payment Period as its proportionate share of the Annual Re-
quirement.
(b), "Annual Payment Period" means the Authority's, Fiscal
Year, which currently begins on December 1 of each calendar
3
year and ends on the last day of November of the next calendar
year,
(c) "Annual Requirement" means the aggregate dur ing each
Annual Payment Period of the Bond Service Requirements with
respect to the Bonds for such Annual Payment Period, all as
more specifically described and defined 'in Section 9 of this
Contract.
(d) "Bond Resolution" means any resolution of the Author-
*ty w uthor'h *ch a
I izes any Blonds.
(e) "Bonds"' means all bonds hereafter issued by the
Authority, expected to be in two or more series or 'issues, and
the 'interest thereoln, to acquire and construct the Interceptor
System (including all bonds, 'issued to complete the acquisition
and construction of the Interceptor System) and any bonds
issued to refund any Bonds or to refund any such refunding
bonds,
(f) "'Regional Wastewater System Contracts" means and
includes all contracts, and all amendments thereto or replace-
me thereof, heretofore or hereafter entered into between or
among the Cities and others and the Authority with respect to
the Regional Wastewater System.
a
(g) "Regional Wastewater System" means the Authorloty's
"Regional Wastewater System" as defined 'in the preamble to
this Contract, and 'Includes all facilities acquired,
4
constructed, or operated by the Authority pursuant to the
"Regional Wastewater System Contracts" .
(h) "'Cities" means the "Cities" . as defined 'in the first
paragraph of this Contract.
(1) "City" means any one of the Cities,
(ji ) "Engineering Report" means the "Engineerincf Report"'
as, defined in the preamble to this Contract.
I
(k "
) Interceptor System" means the Wastewater transpor-
tation facilities described in the Engineering Report which are
acquired and constructed by the Authority in order to receive
and transport Wastewater of the Cityes into, the Regional
Wastewater System,, However, and notwithstanding the foregoing,
said term includes only those facilities which are acquired or
constructed with proceeds from the sale of Bonds issued,, or
payments made, pursuant to this Contract. Said term does not,
include any part of' the Reg,ional Wastewater System or any
facilities acquired or constructed by the Authority with the
proceeds from the 'issuance of "Special Facilities Bonds"' , which
0,
are hereby defined aS being revenue obligations of the Author-
ity which are not secured by or payable from Annual Payments
made under this Contract, and which are payable solely from
other sources
(1) "Wastewater" means Sewage, Industrial Waste, Munici-
pal Waste, Recreational Waste, and Agricultural Waste, together
5
with Properly Shredded Garbage and such Infiltration Water that
may be present, all as defined 'in the Texas Water Code.
Section 2' . CONSULTING ENGINEERS; CONSTRUCTION 01F INTER-
CEPTOR SYSTEM, The Authority and the Cities agree that the
Authority will choose the Consulting Engineers for the Inter-
ceptoir System, provided that the Consulting Engineers may be
changed at the option of the Authority. The Authority agrees
that the Interceptor System will be acquired and constructed 'in
general accordance with the Engineering Report, and in accor-
dance with the laws applicable to the Authority.
(b) It is anticipated that the acquisition and construc-
t ion of, the Interceptor System, except'Ing the part pa id f or by
the City of Haslet as hereinafter provided, wild. be financed by
the Author i4ty through the issuance of two or more series or
issues of its Bonds payable fro and secured by Annual Payments
made under this Contract, The proceeds, from the sale of the
Bonds will be used for the payment of the Authority's costs and
expenses in connection with the Interceptor System ( *including
4, 0,
engineering and design costs and expenses, and the cost of the
land interests nterests therein, related to, the Interceptor System)
and the Bonds, including, without limitation, all financing,
legal, printing, and other expenses and costs 'incurred in
issuing its Bonds. Such Bonds will be 'issued by the Authori.....
in the amount actually required to provide for the acquisition
and construction of the Interceptor System and to fund to the
6
extent deemed advisable by the Authority a, debt service reserve
fund, a contingency fund, and 'interest on Bonds dur ing con-
struction, It, 'is now, esti mate d that such Bonds will be issued-3
in an aggregate amount of approximately $31300, 000 (whether
actually more or less) , which sum now 'i' s estimated to be
.-.,% a It
sufficient to cover the aforesaid costs and expenses and other
amounts required. Each Bond Resolution of the Authority shall
spec ifv the exact principal amount of the Bonds issued there-
under, which shall mature not more than 25 years from the date,
of such Bonds, and shall bear interest at not to exceed the
then permi law, and, each Bond
maximum legal rates "tted by
Resolution shat create and provide for the maintenance of a
revenue fund, an interest and sinking fund,, a debt service
reserve fund, and any other funds deemed advisable, all in the
manner and amounts as provided 'in such Bond Resolution. Each
City agrees that 'if and when such Bonds are actually 'issued and
delivered to the purchaser thereof., the Bond Resolution author-
izing the Bonds shall for all purposes be deemed to be, in
compliance with this, Contract in all respects,, and the Bonds
issued thereunder will constitute Bonds as defined in this
Contract for all purposes.
Section 3, , INTERCEPTOR SYSTEM USE BY THE CITIES,, (a), In
i deration of the payments to be made by each City, respec-
con,s
tively, under this Contract, each of the Cities , respect ivelv,
titled to and shall have a right to a percentage of the
is en 1
7
......................... ..........
total use, capac ity, and Output of the Interceptor System as
f o 11 ows,ib
Fort Worth 81, 96%
Haslet 10- 44%
Roanoke 7 . 601%
and may, discharge its Wastewater generated, within the Denton
Creek dra inage area in' to the Interceptor System up to such
percentages., respectively, at its Point or Points of Entry
hereinafter described, subject to the restrictions hereina,fter
stated and provided that each such City must transport such
Wastewater to its Point or Points of Entry into the Interceptor
System,
(b) The maximum rate at which Wastewater 'I' s d,ischarged by
each City at its Point or Points of Entry into the Interceptor
System shall not exceed for a period of sixty minutes a rate
which, 'if continued for a period of twenty-four hours would
equal 3 , 50 times such City's estimated average daily contribut-
ing flow of wastewater into the Interceptor System for the then
current Annual Payment Period., The total quantity of Waste-
water discharged into the Interceptor System shall never exceed
the amount which the Interceptor System and the Regional
Wastewater System are capable of receiving, treating, and
disposing, unless approved by the Authority,, sublect to terms
and conditions to be established by the Authority. Notwith-
standing the foregoing, no City shall ever, make any discharge
8
into the Interceptor System or the Regional Wastewater System
which would cause them to be overloaded or be in violation of
applicable discharge permits from the State of Texas and/or the
United States of America, or which would exceed 'its authorized
percentage of use prescribed above.,
(c) Wastewater meeting the quality re rements of
Section i
on 4 o�f this, Contract will be received into the Inter-
I
captor System at the Points of Entry, respectively,, to be
established pursuant to mutual agreement between the Authority
and the affected City. Additional Points of Entry may be
established by mutual agreement between the Authority and a
City 'in the future if such additional Points of Entry are
11
determined by the Authority to be benef,icigal to the Interceptor
System,
Section 4 , QUALITY, Each City shall discharge "into the
Interceptor System only such 'Wastewater as it is permitted to
discharge into the Regional Wastewater System, and will not
discharge into the Interceptor System any wastes prohibited by
the Regional Wastewater System Contract,
Section 51, METERING, OF WASTEWATER. The Authority will
furnish and "install, for each City, respectively, as part of
the Interceptor System, such meter stations of standard type as
the Authority may determine in its discretion are required for
measuring properly all Wastewater discharged, into the Inter-
ceptor System by each City at such station, Such meters and
other equipment shall remain the property of the, Authority.
Each City shall have access to such metering equipment at all
reasonable times for 'inspection and examination,, but the
reading, calibration, and ad3ustment thereof shall be done only
by employees or agents of the Authority "in the presence of a
representative of the affected City or Cities 'if requested by
' be entered
such City or Cities, All readings, of meters wi l 1
upon proper books of record maintained by the Authority, Upon
written request any City may have access to said record books
during reasonable business hours,
Section 6 . UNIT OF MEASUREMENT. Wastewater discharged
into the Interceptor System shall be measured in gallons, U. S.
Standard Liquid, Measure.
Section 7. LIABILITY FOR DAMAGES AND RESPONSIBILITY FOR
WASTEWATER. Liability for damages arising from the transporta-
tion, delivery, reception, treatment, and/or disposal of all
Wastewater discharged into the Interceptor System, hereunder
shall remain "in each City to its Point or Points of Entry,
respectively,, into the Interceptor System,, and title to such
Wastewater shall be in such City to such Point or Points,, and
upon passing through Points of Entry liability for such damages,
shall pass to the Authority,. As between the Authority and each
City, each party agrees to 'indemnify and to save, and hold the
other party harmless from any and all claims, demands, causes
of action, damages, losses, costs, fines, and expenses,,
10
including reasonable attorney's fees, which may arise or be
asserted by anyone at any time on account of the trans-
portation, delivery, reception,, treatment, and/or dlsposcx.L
while title to the Wastewater is in such party, or on account
of a prohibited discharge by a City,
Section 8 . OTHER CONTRACTS. Each City reserves the right
to enter into contracts with any other city or other party
'11
which has entered into a Regional Wastewater System Contract
With the Authority,, for the discharge of Wastewater generated
w*then the Denton Creek drainage area and use of any part of
1 1
the capacity of the Interceptor System to which such City has
rights and which it is not using; but for the purposes of this
Contract such Wastewater shall constitute Wastewater of such
City and no such contract shall red lure such City of its
primary obligation to make the payments to the Authority
r uired under Contract, nor shall any party make any
eq this
discharge 'into the Interceptor System except as permitted in a
Regional Wastewater System Contract with the Authority.
Section 9 . FISCAL, PROVISIONS. Sub]ect to the terms and
provisions of th'is Contract,, the Authority will provide and pay
for the cost of the acquisition and construction of the Inter-
ceptor System by, issu ing 'Its Bonds in amounts which wl 11 be
sufficient to accomplish such purpose, and the Authority will
own the 'Interceptor System, it is specifically understood and
agreed, however, that this Contract does not, and 'is not
intended to, cover or prescr ibe any matters relat ing to the
operation and ma intenance of the Interceptor System,, and that
all matters in connection with and governing the o�ple ration and
0
maintenance of the Interceptor System and the responsibil ity
and cost thereof are contained in the "Tr in lety River Author ity
of Texas - Denton Creek Regional Wastewater Treatment System
Contract" dated October 2,8, 1987,, executed by the parties to
this Contract concurrently with the execution hereof. It is
acknowledged and agreed that payments to be made, to the
Authority by the Cities, excepting Haslet, under this Contract
will be the only source available to the Authority to provide
the Annual Requirement,,, and that each such Annual Requirement
shall be allocated among the Cities,, excepting Haslet, as
hereinafter provided,, and that the Annual Requirement for each
Annual Payment Period shall, at all times be not lees than an
amount sufficient, to pay or provide for the payment of the
"Bond Service, Requirements"' equal to
1) the, principal of redemption premium,, 'if any,
and 'interest on, all Bonds, as such principal,
redemption premium, if any, and 'interest become,
due, less 'Interest to, be paid out of Bond
proceeds or from other sources 'if permitted by
A.
any Bond Resolution, and all amounts required to
redeem any Bonds prior to maturity when and as
0,
provided In any Bond Resolution plus the fees,
12
expenses, and charges of each Paying Agent/-
Registrar for paying the principal of and
interest on the Bonds and for authenticating,
registering,, and transferring Bonds on, the
registration books; and
(2) the proportionate amount of' any special,
0
contingency, or reserve funds required to be,
accumulated and maintained by the provisions of
any Bond Resolution; and
(3) any amount in addition thereto sufficient to
i
restore any deficiency n any of such funds
required to be accumulated and maintained by the
provisions of any Bond Resolution,
Section 10. PAYMENTS BY THE CITIES. (a) For the Waste-,
water facilities and services to be provided pursuant to this
Contract, each of the Cities, excepting Haslet, agrees to pay,
at the t ime and in the manner hereinafter provided, its propor-
tionate share of the Annual Requirement, which shall be deter-
mined as herein descr 1-bed and shall constitute a City,'s Annual
Payment. Each of the Cities, excepting Haslet, shall pay its
part, o,f the Annual Requirement for each Annual Papnent Period
directly to the Authority, in monthly installments,, on, or
before the 10th day of each month of each Annual Payment
4,
Period, in accordance with the schedule of payments furnished
by the Authority.
13
b' each Annual Payment Period during the term of
this Contract, each oaf the Cities' . excepting Haslet, propor-
tionate, share of the Annual Requirement for each such Period is
t 0 tin
hereby fixed and shall be o
paid by each f the Ci ies,, excepting
Haslet,, "in the following percentages, respectively,
Fort Worth 91* 52%
Roanoke 8o48,%
Each such City is responsible solely for its fixed annual
percentage of the Annual Requirement as set forth above, and no
City shall, or is obl,igated to, make any payment of the part of
the Annual Requirement, for 'which any other City is responsijoi le
(c) The Annual Requirement , and each such Cityls, share
thereof shall be redetermined, after consultation with each of
uc C L es, at any time during any Annual Payment Period, to
sh Jt *l
Of
the extent deemed necessary or 1
advisable by the Authority,
the Authority issues Bonds to complete the Interceptor System,
4 0
or to refund any Bonds which re qu ire an increase in the Annual
Requirement,
(d) All amounts due and owing to the Authority, by each
such City shall,,, 'if not paid when due, bear 'interest at the
rate of ten (10) percent per annum, from the date when due until
paia. The Authority shall, to the extent permitted by law,
discontinue the se ry ices of the Interceptor System to such City
14
which remains delinquen t in any payments due hereunder for a
period f sixty days,, and shall not resume such se,ry'ces while
such City is so delinquent, However,, the Authority shall
pursue all legal remedies against, such delinquent City to
enforce and protect the rights of the Authority, the other
Cities and the owners of the Bonds and such del inquent C ity
shall not be relieved of the liability to the Authority for the
payment of all amounts which are due by "it hereunder, If any
amount due and owing by any City to the Authority is placed
with an attorney for collection, such City shall pay to the
Authority all actual and reasonable attorneys fees,, in addition
4
to all other, payments provided for herein, including interest.
(e) If. during any Annual Payment Period, any City's
Annual Payment is redetermined in any manner, as provided or
required 'in this Sect icon, the Authority will promptly furnish
such City with an updated schedule of payments reflecting such
redetermination,
(f) For the Wastewater facilities and services to be
provided to the City of Haslet pursuant to this Contract,, and
0 0
specifically the right to use 10.44% of the capacity of the
Interceptor System,, the City of Haslet shall pay to the Author-
its the sum of $322�, 545,,
1 to be applied to pay 10,. 44-% of the
actual acquisition and construction costs of the Interceptor
System (presently estimated to be approximately $3 , 089, 511) and
thus reduce, to that extent, the amount olf Bonds which otherwise
15
would be required. The City of Haslet represents that such
amount 'is now lawfully available to it for such purpose, and
will be paid from such amount on hand or from surplus revenues
from 'its combined, waterworks, and sewer system remaining after,
and not needed for, the payment of operating or maintenance
expenses of said combined system and any amounts due payable
with respect to its outstanding revenue bonds or other revenue
obligations,, Such slum will be due and playable upon the exec u-
to
ion of this Contract, it 'i's understood and agreed that the
delivery of' the 'initial series of Bonds under this Contract
0
ill or may be conditioned on the prior receipt by the Author-
wi
ity of the aforesaid sum. It i' s further agreed, however, that
if the actual cost of acquisition, and construction of the
Interceptor System 'is determined by the Authority to be greater
than the presently estimated approximately $3, 0l89, 511,, the City
of Haslet shall, within 15 days after written notice from the
Authority of such determination, play to the Authority an
additional amount equal to 10, 44% of the excess Calf the actual
cost over said esti mated cost, with such additional amount to
be applied to the acquisition and construction of the Inter-
ceptor System. Such additional pia yment, "if any,, shall be made
by the City of Haslet from any money then on hand and lawfully
available for such purpose or from the surplus revenues of its
4,
co imbned water and sewer system from which the initiall payment
described above may be paid,, If' the actual cost of acquisition
16
and construction of the Interceptor System is determined by the
Authority to be less than sa i'd estimated approximately
$,31089, 511', the Authority shall, within 15 days after such
0
determination, rebate to the City of Haslet,,, out of the sum
previously paid by it 10- 4 % of the difference between the
actual cost and the estimated cosh.,
Section 11. SPECIAL PROVISIONS. (a) It s the intent of
the parties, that the Interceptor System will be placed In
operation in 1989, and the Authority agrees to proceed
diligently with the design and construction of the Interceptor
System to meet such schedule,, subject, to the other terms and
conditions in this Contract. it is expressly understood and
agreed,, however,, that any obligation on the part of the
Authority to acquire, construct, and complete the Interceptor
System shall be (') conditioned upon the Authority's ability to
obtain all necessary land and interests therein, permits,
material, labor, and equipment, and upon the ability of the
Authority to: finance the cost of the Interceptor, System through
the actual sale of the Authority's, Bonds, and (ii" ) sub]ect to
all present and future valid laws, orders,, rules, and regula-
tions of the United States of America,, the State of Texas,, and
3uris 0, 41 any regulatory body having diction.
(b) The Authority shall never have the right to demand
payment by any City of any obligations assumed by it or "imposed
on 1
4,
't under and by virtue of this Contract from funds raised or
17
to be raised by taxes and the obl 'gat '
1 1 ions under thi' s Contract
shall never be construed to be a debt of such k ind as to
require any of the Cities to levy and collect a tax to dis-
charge such obligation.
(c) Each of the Cities, respectively, excepting Haslet,
represents and covenants that all payments to be made by it
under this Contract shall constitute reasonable and necessary.
"o�pe,rat ink' expenses" of its combined waterworks and sewer
system, as defined in Vernon's Ann. Tex. Civ, St, Article 1113 ,
and in Section, 30, 030, Texas Water Code,, and that all such
payments will be made from the revenues of 'its combined water-
works and sewer system. Each of the Cities, respectively,
represents, and has determined that the services to be provided
by the Interceptor System are necessary and essential, to the
present and future operation of 'its combined water and sewer
system, and that the Interceptor System, constitutes the best
available and most, adequate method for obtaining the Wastewater
f ac ilit ies and sere ices as herein ef ore described, and, accord-
ingly,, all payments required by this Contract to be made by
each City, excepting Haslet, shall constitute reasonable and
necessary operating ing expenses of 'its combined waterworks and
sewer system as described above, with the ef f ect. that the
obligation to make such payments, from revenues of such combined
waterworks and sewer system shall have priority over any
obligation to make any payments from such revenues of
18
principal, interest, or otherwise, with respect to all bonds or
$1
other obligat ions heretofore, or hereafter "issued by such City,
A% Its
U1 Each of the Ci les agrees throughout the term of this
41
Contract to continuously operate and maintain its combined
waterworks and sewer system and to fix and collect such rates
and charges for water and sewer services to be supplied, by its
combined 'waterworks and sewer system as aforesaid as will
produce revenues in an amount equal to at least (i) all of the
operating and maintenance expenses of such system, *including
# 1 0 0,
specifically the payments by such Cities, excepting Haslet,
under this Contract, (101), all other amounts as required by law
and the provisions of the ordinances or resolutions authorizing
its revenue blonds, or other obligations now or hereafter out-
standing, including the amounts required to pay all principal,
of and 'interest on such bonds and other obligations, and (iii)
in the case of Haslet, additional surplus amounts, if and to the
extent necessary to pay any additional amounts under Section
10 (f) of this Contract.
(e) The Authority covenants and agrees that neither the
proceeds from the sale of the Bonds, nor the moneys paid to it
pursuant to this Contract, nor any earnings from the 'investment
of any, of the foregoing, will ft be used for any purposes except
those directly relating to the Interceptor System and the
Bonds; provided that the Authority may rebate any excess,
arbitrage earnings from such intestment earnings to the United
19
States of America in order to prevent any Bonds from becoming
"arbitrage bonds" within the meaning of the IRS Code of 1986 or
any amendments thereto in effect on the date of 'issue of such
Bonds, Each of the Cities covenants and agrees that it wil not
use or permit the use of the Interceptor System in any manner
that would cause the 'interest on any of the Bonds to be or
become sublect, to federal 'income taxation under the IRS Code of
1986 or any amendments thereto in effect on the date o f 'issue
of such Bonds,
Section 12 , FORCE MAJEURE. If by reason of force rya 3cure
any party hereto shall be rendered unable wholly or 'in part to
carry out 'Its obligations under this Contract, other than the
obligation of each City to make 'its payments to the Authority
as required under, this Contract, then 'if such party shall give
a i 0 . 10
no ce tice and full particulars of such for m&3eure n writ inch to
the other parties within a reasonable time after occurrence of
the event or cause relied on,, the obligation of the party
giving such notice, so far as it is affected by such force
ma3eure, shall be suspended during the continuance o�f the
inabl* l *ty then claimed,, but 1
1 for no longer period, and any such
party shall endeavor to remove or overcome such 'inability with
all reasonable dispatch. The to "Forc,e Majeurell as employed
herein, shall mean acts of God, strikes, lockouts, or other
industrial disturbances, acts of public enemy, orders of any
kind of the Government of the United States or the State of
20
Texas, or any Civil or military authorityr "insurrect ion, riots,
epidemics landslides, lightning, earthquake fires hurri-
canest storms,, floodslf washouts, droughts, arrests restraint
of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines or canals,
partial or entire failure of water supply, or on account of any
other causes not reasonably within the control of the party
claiming such inability.
Section 13 , UNCONDITIONAL OBLIGATION TO MAKE PAYMENTS.
Recognizing the fact that the Cities urgently require the
facilities and services of the Interceptor System, and that
such faciol 'ties and services are essential an necessary for
actual use and for standby purposes, and recognizing the fact
that the Authority will use payments received from the Cities:
to pay and secure its Bonds,, 'it, is hereby agreed that each of
the Cities shall be unconditionally obligated to play, without,
offset or counterclaim, its payments under this Contract,
including the proportionate share of the Annual Requirement of
each calf the Cities,, excepting Haslet, as provided and deter-
mined by thl* s Contract, regardless of whether or not the
Authority actually acquires, constructs, or completes the
Interceptor System or is actually providing the face i it les or
services of the Interceptor System to any City hereunder, or
whether or not any City actually uses the facilities or ser-
vices of the Interceptor System whether due to Force Majeure or
21
any other reason whatsoever, regardless of any other provisions
of this or any other contract or agreement between any of the
part i0es, hereto Thi' s covenant by the Cities shall be for the
benefit of and enforceable by the owners of the Bonds and/or
the Authority,
9,
Section 14 . TERM OF CONTRACT,, MODIFICATION NOTICES *
I I I'
STATE OR FEDERAL LAWS, RULES, ORDERS, OR REGULATIONS, (a)
This Contract shall be effective from and after its date,, and
this Contract shall continue in force and effect until the
principal of and 'interest on all Bonds shall have been paid,
9, i i
and thereafter shall contnue n force and effect dur-ing the
11 i
entre useful life of the Interceptor System.
4
(b) Modification,. No change,, amendment, or modification
v -2 %
of this Contract shall be made or be, effect i e wn ich will
affect adversely the prompt payment when due of all moneys
0 0
required to be paid by each City under the terms of this
Contract and no such change, amendment, or modification shall
be made or be effective which would cause a violation of any
IN
provisions of any and Resolution,
(c) Addresses, and Notice, Unless otherwise provided
herein, any notice, communication, request, reply, Cr advice
(herein severally, and collectively, for convenience, called
"Notice") herein provided Cr permitted to be given, made, Cr
accepted by any party to any other party must be 'in writing and
1,
may be given or be served by depositing the same in the United
22
A_
States ma* postpaid and registered or certif: 'lea and addressed
to the party to be notified, with return receipt requested, or
by delivering the same to an officer of such party, or by
pre pa l te
'd tel when appropria , addressed to the party to be
notified., Notice deposited gin the mail in the manner herein-
above described shall be conclusively deemed to be effective,,
unless otherwise stated herein, from and after the expiration
of three days, after it is so deposited. Notice given in any
other manner shall be effective only 'if and when received by
Al
the party to be notified,. For the p,urposes of' notice, the
addresses, of the parties shall, until changed as hereinafter
voided, be as follows:
plvi
If to the Authority, to:
Trinity River Authority of Texas,
5300 S. Collins Street
P* 0, Box 240
Arlington, Texas 7601,0
to ties, as follows.
If the cities
6
C i ty of Fort Worth
1000 Throckmorton
Fort Worth, Texas 76102
City of Haslet
Po 0:. Box 8
Haslet, Texas 76052
City of Roanoke
P* 0. Box 386
Roanoke, Texas 76262
The parties hereto shall have the right from time to time and
at any time to change their respective addresses and each shall
4 ft
have the right to specity as its address any other address by
23
at, least fifteen (15) days' written notice to the other parties
hereto.
(d) State or Federal Law sr Rules
, Orders or Reaulations.
This Contract is subject to all applicable Federal and State
laws and any applicable permits, ordinances, rules, orders, and
regulations of any local , state, or federal governmental
authority having or asserting 3urisdiction,, but nothing con-
talned herein shall, be construed as a waiver of any right to
question or contest any such law, ordinance, order, ruLl;.--,, or
regulation 'in any forum having Jurisdiction,
Section 15. SEVE'RABILITY. The parties hereto specif ical-
ly agree that in case any one or more of the sections,s
i subsec-
ton , r
po vis ions,, clauses, or words of this Contract or the
application of such sections, subsections, provisions, clauses,
or, words, to any situation or circumstance should be, or should
be, held to be,, for any reason, 'invalid or unconstitutional,
under the laws or constitutions of the State of Texas or the
United States of America, or "in contravention of any such laws
or constitutions, such invalidity, unconstiltutionality,, or
contravention shall not affect any other sections, subsections,
provisions, clauses,, or words, of this Contract or the applica-
tion of such sections, subsections, provisions, clauses, or
words to any other situation or circumstance, and it is In-
tended that this Contract shall, be severable and shall be
construed and applied as 'if any such invalid or
24
unconstitutional section, , subsection, provision, clause, or
word had not been 'included herein, and the rights and
obligations of the parties hereto shall be construed and remain
in force accordingly,
Section 16. REMEDIES UPON DEFAULT, it is not 'intended
hereby to specify (and this Contract shall not be considered as
specifying) an exclusive remedy for any default, but all such
other remedies (other than termination) existing at law or in
amity may be availed of by any party hereto and shall be
eq
cumulative. Recognizing however, that the Authority's under-
ta,I icing to provide and maintain the services of the Interceptor
1 41
System is an obligation, failure in the performance of which
cannot be adequately compensated in money damages alone, the
Authority agrees, n the event of any default on 'Its part, that
each City shall have available to "it the equitable remedy of
mandamus and specific performance in addition to any other
legal or equitable remedies (other than termination) which may
also be available. Recognizing that failure 'in the performance
of any City 's obligations, hereunder could not be adequately
compensated in money damages alone, each City agrees, 'in the
event of any default on its part that the Authority shall have
available to, it the equitable remedy of mandamus and speci f is
performance 'in addition to any other legal or equitable rem-
edies (other than termination) which may also be available to
the Author ity, Notwithstanding anythin g to the contrary
25
conta "ned 'i s Cn thiontract, any rig or remedy or any default
1
hereunder, except, the right of the Authority to receive the
Annual Payment which shall never be determined to be waived,
shall be deemed to be conclusively waived unless asserted by a
proper proceeding at law or in equity within two (2,) years plus
one (1) day after the occurrence of such default. No waiver or
waivers of any breach or default (or any breaches or defaults)
by any party hereto or olf performance by any other party of any
duty or obligation hereunder shall be deemed a waiver thereof
0 0
in the future, nor shall any such waiver or waivers be deemed
or construed to be a waiver of subsequent breaches or defaults
of any kind,, character, or description, under any circum-
stances.
Section 17 . VENUE. All amounts due under this Contract,
including, but not limited to, payments, due under this Contract
or damages for the breach of this Contract,, shall be paid and
be due "in Tarrant County,, Texas, which 'is the County in which
the principal administrative otrices of the Authority are
located. It is specifically agreed among the parties to this
Contract that Tarrant County, Texas, is the place of perfor-
mance of this Contract,* and in the event that any legal pro-
ceeding brought to enforce tnis Contract or any provision
hereof, the same shall be brought 'in Tarrant County,, Texas,.
. 0
IN WITNESS WHEREOF, the parties hereto acting under
go
authority of their respective governing bodies have caused this
26
ARP
Contract to be duly executed 'in several counterparts, each o�f
which shall constitute an original, all as of the day and year
first above written, which is the date of this Co tract.
TRINITY ER AUTH Y OF TEXAS
BY
Gene 'l Manager
ATTEST.
ary, Board of Directors
(AUTHORITY SEAL)
CITY OF FORT WORTH,, TEXAS
BY.
City Manager
ATTEST*
City Secretary
(CITY SEAL)
APPROVED AS TO FORM AND LEGALITY
'ty
Contract Autiloriz City At�ebrney, Ci f Fo" rt h Wort '
ation /004�- Texas
Date
CITY OF HASLET, TEXAS
BY
C4
Mayor
27
l @�
ATTEST.
CI i ty S,.eciteta.ity
(CITY SEAL)
CITY OF ROANOKE,, TEXAS.
BYm�yµmv+ws
Mayor
ATTEST.
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V
City, Sec � y..
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DATE REFERENCE SUBJECT: PAGE
NUMBER
DENTON CREEK REGIONAL WASTE- 2 2
10601 WATER SYSTEM PROJECT CONTRACT'S
..........
System' will, consist unit y of approximately 70,000 linear feet of pipeline and a 700,0;00
gpd treatment p nt. The estimated construction cost is approximately $5 millioniiii, The
long-term treatment potential of' the System's proposed service area can 'be expanded
ultimately to 14 m,gd as other cities are added,,,
The two attached contracts will accomplish the following.
(1) The Treatment System contract provides for the Authority's, delign,
an t-
ion,, construction, ownership,, and financing (through the
issuance of Contract Revenue Bonds) of the System, treatment plant.
It provides, for the Authority's operation and maintenance of the Systlem
treatment plant and pliopeli-nes,, The debt and operational costs will be
borne by, the Contracting Parties based on each party's respective
percentage share of' the total wastewater flow contributed to the system,.
Regardless of whether such amount, was actually discharged 1"nto the
System, Fort Worth will be responsffile for a minimum amount of 118,243
gallons pier day'.
(2) The Interceptor System contract provides for the Authority's financing
of the System pipielines, (through, the issuance of Contract Revenue
o
10
" *th the costs to be borne by the Cities on a fixed percentage
B 'na6 s) wi
basis. (A special provision has been added to facilitate the City of
Haslet's fundl"'ng of its share of the interceptor costs with cash on hand,,)'
Fort Worth's share of the interceptor system is 81,.,9161%,., The Interceptor
System construction cost is presently estimated to be, approximately
$
3108151
The two contracts will allow, the Authorifty to transport and treat all wastewater flows
generated 'by the Contracting Parties, and offer a means by which the Contracting Parties
w*11 pay the correspond'
I ing costs fairly and equitably. Th s plan is consistent with the
preliminary, recommendations of true Camp, Dresser, McKee Master Plan for Fort, Worth,
Financip&
r d n the current 187'/88 'budget year. Sufficient funds, will be
No cost will 'be
incu rr e i
budg�eted in subs cent years,- Payment to TRA for Fort Worth's share 'for the Denton
Creek Reglional. Wastewater System project will be accomplished annually through the,
operations and maintenance budget of the sewer department (Fund 45). TRA will
determine, the "Annual Requirement"' for each of the contracting parties based on TRA's
debit service and 01 & M expense in operating the Denton Creek system,,,,, Forty Worth will,�
then pay the annual requirement ion monthly installments during the an Vffjfer1*od,,.4,
RAM*,*h1 CITY
Attachments
OCT 20 11987"
SUBMITTED FOR THE DISPOSITIO�N BY COUNCIL: ""w��TEID BY
CITY MANAGER'S Cilty secretary i,of the
OFFICE'BY: Ruth Ann McKl*nney APPROVED
OTHER,�'DESCRIUQ- Vors Worth, Texag
ORIGINATING
AR
DEPARTMENT HEAD-, Richard Sawey CITY SECRET Y
.................
FOR ADDITIONAL INFORMATION
CONTACT: S 8220 DATE,
R,