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HomeMy WebLinkAboutResolution 1845W .~~ ef4; RESOLUTION NO. 7[~~ AUTHORIZING AND DIRECTING THE EXECUTION OF THE TRINITY RIVER AUTHORITY OF TEXAS - DENTON CREEK WASTEWATER INTERCEPTOR SYSTEM CONTRACT (CADE BRANCH INTERCEPTOR EXTENSION PROJECT), AND PROVIDING FOR THE EFFECT OF SAID RESOLUTJON AND CONTRACT BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FORT WORTH: SECTION I That, for and on behalf of the City of Fort Worth, the City Manager of the City of Fort Worth is hereby authorized and directed to sign, deliver, and otherwise execute, and the City Secretary of the City of Fort Worth is hereby authorized and directed to sign, attest, and seal, the Trinity River Authority of Texas - Denton Creek Wastewater Interceptor System Contract (Cade Branch Interceptor Extension Project) (the "Contract") in substantially the form and substance attached to this Resolu- tion and made a part hereof for all purposes. SECTION 2 That, upon its execution by the parties thereto, the Contract shall be binding upon the City of Fort Worth in accor- dance with its terms and provisions. SECTION 3 That this Resolution shall be effective immediately from and after its adoption, and all ordinances and resolutions of the City of Fort Worth in conflict herewith are hereby amended to the extent of such conflict, and any contracts or agreements authorized thereby are hereby amended to the extent of such conflict. RESOLUTION AND CONTRACT ATTACHED THERETO APPROVED: r `~~ 1Ci Attorney ~T .~: '~ TRINITY RIVER AUTHORITY OF TEXAS - DENTON CREEK WASTEWATER~INTERCEPTOR SYSTEM CONTRACT (CADE BRANCH INTERCEPTOR EXTENSION PROJECT) • THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS THIS TRINITY RIVER AUTHORITY OF TEXAS - DENTON CREEK WASTEWATER INTERCEPTOR SYSTEM CONTRACT (CADE BRANCH INTERCEPTOR EXTENSION PROJECT) (the "Contract") made and entered into as of the 26th day of AUGUST, 1992 (the "Contract Date"), by and between TRINITY RIVER AUTHORITY OF TEXAS (the "Authority"), an agency and political subdivision of the State of Texas, being a conservation and reclamation district created and functioning under Article 16, Section 59, of the Texas Constitution, pursuant to Chapter 518, Acts 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 TARRANT COUNTY, TEXAS, CITY OF KELLER, IN TARRANT COUNTY, TEXAS, and LAKE TURNER MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT COUNTY AND DENTON COUNTY, TEXAS, (collectively the "Users"). W I T N E S S E T H: WHEREAS, each of the Cities of Fort Worth and Keller (the "Cities") is a duly created city and political subdivision of the State of Texas operating under the Constitution and laws of the State of Texas and its Home Rule Charter; and 1 ., ,;: - - WHEREAS, Laka Turner Municipal Utility District No. 1 of Tarrant County and Denton County, Texas (the "District") is a political subdivision of the State of Texas created and functioning under Article 16, Section 59 of the Texas Constitution, pursuant to Chapter 1032, Acts of 1987, 70th .Texas Legislature, Regular Session; and WHEREAS, the Authority and the Users are authorized to enter into this Contract pursuant to the Authority Act, Chapter 30, Texas Water Code, Chapter 791, Texas Government Code (the "Interlocal Cooperation Act"), and other applicable laws; and WHEREAS, pursuant to various contracts with "Contracting Parties", as defined therein, including a contract with each of the Users, the Authority has acquired, constructed, owns, and operates a regional wastewater treatment system to serve the Users 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 contracts do not provide for the facilities required to transport Wastewater of the Users from the Denton . , Creek dYSiiiage atYa`s into the Regional Wastewater System; and WH8RSA8`, under this Contract the Authority proposes to acquire and construct the facilities required to transport 2 - ' ~~ certain Wastewater of the Users from the Denton Creek drainage area into the Regional Wastewater System; and WHEREAS such Wastewater transportation facilities which will serve the Users (hereinafter called the "Project") are and will be described in an engineering report of Carter & Burgess, inc. Consulting Engineers, Fort Worth, Texas, entitled "Trinity River Authority Cade Branch Sanitary Sewer Interceptor Extension Study", dated May, 1992; and WHEREAS, such report, including all amendments, supple- ments, and change orders thereto, heretofore or hereafter made, is hereinafter called the "Engineering Report"; and WHEREAS, it is expected by the Users that as soon as practicable after the execution of this Contract the Authority will issue Bonds payable from and secured by Annual Payments made under this Contract by the Cities of .Fort Worth and Keller which, together with the cash payments to be made by the District, will be sufficient to provide the Project. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Authority agrees to issue its Bonds and to provide the Wastewater transportation facili- ties and services of the Project to the Users under this Contract, and to acquire and construct the Project, upon and subject to the terms and conditions hereinafter set forth, to-wit: 3 •3 Section 1. DEFINITION OF TERMS. The following terms and expressions as used in this Contract, unless the context 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 Users 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 year and ends on the last day of November of the next calendar year. (c) "Annual Requirement" means the aggregate during 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- ity which authorizes any Bonds. (e) "Bonds" means all bonds hereafter issued by the Authority, expected to be in one or more series or issues, and the interest thereon, to acquire and construct the Project (including all bonds issued to complete the acquisition and construction of the Project), and any bonds issued to refund any Bonds or to refund any such refunding bonds. 4 (f) "Regional Wastewater System Contracts" means and includes all contracts, and all amendments thereto or replace- . ments thereof, heretofore or hereafter entered into between or among the Users and others and the Authority with respect to the Regional Wastewater System. (g) "Regional Wastewater System" means the Authority's "Regional Wastewater System" as defined in the preamble to this Contract, and includes all facilities acquired, con- structed, or operated by the Authority pursuant to the "Region- R al Wastewater System Contracts". (h) "Users" means the "Users", as defined in the first paragraph of this Contract. (i) "User" means any one of the Users. • (j) "District" means Lake Turner Municipal Utility District No. 1 of Tarrant County and Denton County, Texas. (k) "Engineering Report" means the "Engineering Report" as defined in the preamble to this Contract. (1) "Project" means the Wastewater transportation facili- ties described in the Engineering Report which are acquired and constructed by the Authority in order to receive and transport wastewater of the Users 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 5 of the Regional Wastewater System or any facilities acquired or constructed by the Authority with the proceeds from the issu- • ance of "Special Facilities Bonds", which are hereby defined as being revenue obligations of the Authority which are not secured by or payable from Annual Payments made under this Contract, and which are payable solely from other sources. (m) "Wastewater" means Sewage, Industrial Waste, Munici- pal Waste, Recreational Waste, and Agricultural Waste, together 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 OF PROJECT. The Authority and the Users agree that the Authority will choose the Consulting Engineers for the Project, provided that • the Consulting Engineers may be changed at the option of the Authority. The Authority agrees that the Project will be acquired and constructed in general accordance with the Engi- neering Report, and in accordance with the laws applicable to the Authority. (b) It is anticipated that the acquisition and construc- tion of the Project, except the part paid for by the District, as hereinafter provided, will be financed by the Authority through the issuance of one or more series or issues of its Bonds payable from 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 6 connection with the Project (including engineering and design costs and expenses, and the cost of the land and interests • therein, related to the Project) 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 Authority in the amount actually required to provide for the acquisition and construction of the Project and to fund to the extent deemed advisable by the Authority a debt service reserve fund, a contingency fund, and interest on Bonds during construction. it is now estimated that such Bonds will be issued in an aggregate amount of approximately $2,600,000 (whether actually more or less), which sum now is estimated to be sufficient to cover the aforesaid costs and expenses and other amounts required. Each Bond Resolution of the Authority shall specify the exact principal amount of the Bonds issued thereunder, which shall mature not more than 25 years from the date of such Bonds, and shall bear interest at not to exceed the maximum legal rates then permitted by law, and each Bond Resolution shall create and provide for the maintenance of a revenue fund, an interest and sinking fund, a debt service reserve fund, and any other funds deemed advis- able, all in the manner and amounts as provided in such Bond Resolution. Each City agrees that if and when such Bonds are actually issued and delivered to the purchaser thereof, the ~ Bond Resolution authorizing the Bonds shall for all purposes be 7 deemed to be in compliance with this Contract in all respects, and the Bonds issued thereunder will constitute Bonds as • -defined in this Contract for all purposes. Section 3. PROJECT USE BY THE USERS. (a) In considera- tion of the payments to be made by each User, respectively, under this Contract, each of the Users, respectively, is entitled to and shall have a right to a percentage of the total use, capacity, and output of the Project as follows: Fort Worth - - - - - - - - - - - - - - - - - - 41.26$ Keller - - - - - - - - - - - - - - - - - - - - 35.60$ Lake Turner Municipal Utility District No. 1 - 23.14$, and may discharge its Wastewater generated within the Denton Creek drainage area into the Project up to such percentages, <• respectively, at its Point or Points of Entry hereinafter described, subject to the restrictions hereinafter stated; and provided that each such User must transport such Wastewater to its Point or Points of Entry into the Project. (b) The maximum rate at which Wastewater is discharged by each User at its Point or Points of Entry into the Project 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 User's estimated average daily. contributing flow of Wastewater- into the Project for the then current Annual Payment • Period. The total quantity of Wastewater discharged into the Project shall never exceed the amount which the Project and the 8 :, Regional Wastewater System are capable of receiving, treating, and disposing, unless approved by the Authority, subject to • terms and conditions to be established by the Authority. Notwithstanding the foregoing, no User shall ever make any dis- charge into the Project or the Regional Wastewater System which would cause them to be overloaded or be in violation of appli- cable 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 requirements of Section 4 of this Contract will be received into the Project at the Points of Entry, respectively, to be established pursuant to mutual agreement between the Authority and the affected • User. Additional Points of Entry may be established by mutual agreement between the Authority and a User in the future if • such additional Points of Entry are determined by the Authority to be beneficial to the Project. Section 4. QUALITY. Each User shall discharge into the Project only such Wastewater as it is permitted to discharge into the Regional Wastewater System, and will not discharge into the Project any wastes prohibited by the Regional Wastewater System Contract. Section 5. METERING OF WASTEWATER. The Authority will • furnish and install, for each User, respectively, as part of the Project, such meter stations of standard type as the 9 Authority may determine in its discretion are required for measuring properly all Wastewater discharged into the Project • by each User at such station. Such meters and other equipment shall remain the property of the Authority. Each User shall have access to such metering equipment at all reasonable times for inspection and examination, but the reading, calibration, and adjustment thereof shall be done only by employees or agents of the Authority in the presence of a representative of the affected User or Users if requested by such User or Users. All readings of meters will be entered upon proper books of record maintained by the Authority. Upon written request any User may have access to said record books during reasonable business hours. • Section 6. UNIT OF MEASUREMENT. Wastewater discharged into the Project 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 Project hereunder shall remain in each User to its Point or Points of Entry, respectively, into the Project, and title to such Wastewater shall be in such User to such Point or Points, and upon passing through Points • of Entry liability for such damages shall pass to the Authori- ty. As between the Authority and each User, each party agrees 10 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, including reasonable attorney's fees, which may arise or be asserted by anyone at any time on account of the transportation, delivery, reception, treatment, and/or disposal while title to the Wastewater is in such party, or on account of a prohibited discharge by a User. Section 8. OTHER CONTRACTS. Each of the Users, respec- tively, reserves the right to enter into contracts with any other entity which has entered into a Regional wastewater System Contract with the Authority, for the discharge of Wastewater generated by such entity within the Denton Creek drainage area and the use of any part of the capacity of the Project to which such User has rights and which it is not using; but for the purposes of this Contract such Wastewater shall constitute and be regarded as Wastewater of such User and no such contract shall relieve such User of its primary obliga- tion to comply with this Contract and make the payments to the Authority required under this Contract, nor shall any entity make any discharge into the Project except as permitted in a Regional Wastewater System Contract with the Authority. Section 9. FISCAL PROVISIONS. Subject to the terms and provisions of this Contract, the Authority will provide and • pay, together with the cash payment made by the District, for the cost of the acquisition and construction of the Project by issuing its Bonds in amounts which will be sufficient to 11 accomplish such purpose, and the Authority will own the Project., It is specifically understood and agreed, however, • that this Contract does not, and is not intended to, cover or prescribe any matters relating to the operation and maintenance of the Project, and that all matters in connection with and governing the operation and maintenance of the Project and the responsibility and cost thereof are contained in the "Trinity River Authority of Texas - Denton Creek Regional Wastewater Treatment System Contract", dated October 28, 1987, the "Trini- ty River Authority of Texas - Denton Creek Regional Wastewater System Supplemental Contract", dated as of April 27, 1988, and the "Trinity River Authority of Texas - Denton Creek Regional Wastewater Treatment System Second Supplemental Contract (City of Keller, Texas)", dated as of April 22, 1992. It is acknowledged and agreed that payments to be made to the Authority by the Cities of Fort Worth and Keller 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 between the Cities of Fort Worth and Keller as hereinafter provided, and that the Annual Requirement for each Annual Payment Period shall at all times be not less 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 12 due, less interest to be paid out of Bond proceeds or from other sources if permitted by • any Bond Resolution, and all amounts required to redeem any Bonds prior to maturity when and as provided in any Bond Resolution plus the fees, 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, 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 restore any deficiency in any of such funds required to be accumulated and maintained by the provisions of any Bond Resolution. Section 10. PAYMENTS BY THE CITIES OF FORT WORTH AND KELLER. (a) For the Wastewater facilities and services to be provided pursuant to this Contract, each of the Cities of Fort Worth and Keller agrees to pay, at the time and in the manner hereinafter provided, its proportionate share of the Annual • Requirement, which shall be determined as herein described and shall constitute such City's Annual Payment. Each of the 13 Cities of Fort Worth and Keller shall pay its part of the Annual Requirement for each Annual Payment Period directly to the Authority, in monthly installments, on or before the 10th day of each month of each Annual Payment Period, in accordance with the schedule of payments furnished by the Authority. (b) For each Annual Payment Period during the term of this Contract, each of such Cities' proportionate share of the Annual Requirement for each such Period is hereby fixed and shall be paid by each of said Cities in the following percent- ages, respectively: Fort Worth - - - - - - 53.68% Keller - - - - - - - - 46.32% Each such City is responsible solely for its fixed annual • percentage of the Annual Requirement as set forth above, and neither City shall, or is obligated to, make any payment of the part of the Annual Requirement for which the other City is responsible. (c) The Annual Requirement, and each such City's share thereof shall be redetermined, after consultation with each of such Cities, at any time during any Annual Payment Period, to the extent deemed necessary or advisable by the Authority, if the Authority issues Bonds to complete the Project or to refund any Bonds which require 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 14 rate of ten (l0) percent per annum from the date when due until paid. The Authority shall, to the extent not prohibited by • law, discontinue the services of the Project to any City which remains delinquent in any payments due hereunder for a period of sixty days, and shall not resume such services 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 City, and the owners of the Bonds, and such delinquent City 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 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 Section, 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 District pursuant to this Contract, and specif- ically the right to use 23.14$ of the capacity of the Project, ~, the District shall pay to the Authority the sum of $517,986 to ' be applied to pay 23.14$ of the actual acquisition and 15 construction costs of the Project (presently estimated to be approximately $2,238,488) and thus reduce to that extent the .. amount of Bonds which otherwise would be required. The Dis- trict represents that such amount is lawfully available to it for such purpose, and will be paid to the Authority in funds immediately available to the Authority prior to the execution of this Contract. It is understood and agreed that the delivery of the initial series of Bonds under this Contract will be conditioned on the prior receipt by the Authority of the aforesaid sum. It is further agreed, however, that if the actual cost of acquisition and construction of the Project is determined by the Authority to be greater than the presently estimated approximately $2,238,488, the District shall, within 15 days after written notice from the Authority of such determination, pay to the Authority an additional amount equal to 23.14% of the excess of the actual cost over said estimated cost, with such additional amount to be applied to the acquisi- tion and construction of the Project. Such additional payment, if any, shall be made by the District from money lawfully available for such purpose. If the actual cost of acquisition of the Project is determined by the Authority to be less than said estimated approximately $2,238,488, the Authority shall, within 15 days after such determination, rebate to the District, out of the sum previously paid by it, 23.14% of the .yJ difference between the actual cost and the estimated cost. 16 • Section 11. SPECIAL PROVISIONS. (a), It is the intent of the parties that the Project will be placed in operation in 1993, and the Authority agrees to proceed diligently with the design and construction of the Project to meet such schedule, subject to the other terms and conditions in this Contract. It is expressly understood. and agreed, however, that any obliga- tion on the part of the Authority to acquire, construct, and complete the Project shall be (i) conditioned upon the Author- ity'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 Project through the actual sale of the 'Authority's Bonds and (ii) subject to all present and future valid .laws, orders, rules, and regulations of the United States of America, the State of Texas, and any regulatory body having jurisdiction. (b) The Authority shall never have the right to demand payment by any City of any obligations assumed by it or imposed on it under and by virtue of this Contract .from funds raised or to be raised by taxes, and the obligations under this Contract shall never be construed to be a debt of such kind as to require any of the Cities to levy and collect a tax to dis- charge such obligation. Y 17 (c) Each of the Cities of Fort Worth and Keller, respec- tively, represents and covenants that all payments to be made • by it under this Contract shall constitute reasonable and necessary "operating 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 waterworks and sewer system. Each of such Cities, respec- tively, represents and has determined that the services to be provided by the Project are necessary and essential to the present and future operation of its combined water and sewer system, and that the Project constitutes the best available and most adequate method for obtaining the Wastewater facilities • and services as hereinbefore described, and, accordingly, all payments required by this Contract to be made by each of the Cities of Fort Worth and Keller, respectively, shall constitute reasonable and necessary operating expenses of its combined waterworks and sewer system as described above, with the effect 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 principal, interest, or otherwise, with respect to all bonds or other obligations heretofore or hereafter issued by such City. • (d) Each~ of the Cities of Fort Worth and Keller agrees ~. throughout the term of this Contract to continuously operate 18 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 specifically the payments by such Cities under this Contract, and (ii) all other amounts as required by law and the provisions of the ordinances or resolu- tions authorizing its revenue bonds or other obligations now or hereafter outstanding, including the amounts required to pay all principal of and interest on such bonds and other obliga- tions. (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 be used for any purposes except those directly relating to the Project and the Bonds; provided that the Authority may rebate any excess arbitrage earnings from such investment earnings to the United 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 Users covenants and agrees that it will not use or permit • the use of the Project in any manner that would cause the ,.., interest on any of the Bonds to be or become subject to federal 19 • C~ •. income taxation under the IRS Code of 1986 or any amendments thereto in effect on the date of issue of such Bonds. Section 12. FORCE MAJEURE. If by reason of force majeure 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 User to make its payments to the Authority as required under this Contract, then if such party shall give notice and full particulars of such force majeure in writing 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 majeure, shall be suspended during the continuance of the inability then claimed, but for no longer period, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" 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 Texas, or any Civil or military authority, insurrection, riots, epidemics, landslides, lightning, earthquake, fires, hurri- canes, storms, floods, 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 20 ~.. , other causes not reasonably within the control of the party claiming such inability. • Section 13. UNCONDITIONAL OBLIGATION TO MAKE PAYMENTS. Recognizing the fact that each of the Cities of Fort Worth and Keller urgently requires the facilities and services of the Project, and that such facilities and services are essential and necessary for actual use and for standby purposes, and recognizing the fact that the Authority will use payments received from such Cities to pay and secure its Bonds, it is hereby agreed that each of said Cities shall be unconditionally obligated to pay, without offset or counterclaim, its payments under this Contract, including the proportionate share of the Annual Requirement of each of said Cities as provided and • determined by this Contract, regardless of whether or not the Authority actually acquires, constructs, or completes the Project or is actually providing the facilities or services of the Project to any User hereunder, or whether or not any User actually uses the facilities or services of the Project whether due to Force Majeure or any other reason whatsoever, regardless of any other provisions of this or any other contract or agreement between any of the parties hereto. This covenant by the Cities of Fort Worth and Keller, respectively, shall be for the benefit of and enforceable by the owners of the Bonds ~~. and/or the Authority. _-~ 21 Section 14. TERM OF CONTRACT; MODIFICATION; NOTICES; STATE OR FEDERAL LAWS, RULES, ORDERS, OR REGULATIONS. (a) This Contract shall be effective from and after the Contract Date, and this Contract shall continue in force and effect until the principal of and interest on all Bonds shall have been paid, and thereafter shall continue in force and effect during the entire useful life of the Project. (b) Modification. No change, amendment, or modification of this Contract shall be made or be effective which will affect adversely the prompt payment when due of all moneys required to be paid by each User 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 • provisions of any Bond Resolution. (c) Addresses and Notice. Unless otherwise provided herein, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made, or accepted by any party to any other party must be in writing and may be given or be served by depositing the same in the United States mail postpaid and registered or certified 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 • prepaid telegram when appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner 22 hereinabove 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 the party to be notified. For the purposes of notice, the addresses of the parties shall, until changed as hereinafter provided, be as follows: If to the Authority, to: Trinity River Authority of Texas 5300 S. Collins Street Arlington, Texas 76018 If to the Users, as follows: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 • City of Keller 158 South Main Keller, Texas 76248 Lake Turner Municipal Utility District No. 1 3500 Lincoln Plaza 500 North Akard Da11as,.Texas 75201 The parties hereto shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify as its address any other address by at least fifteen (15) days' written notice to the other parties hereto. (d) State or Federal Laws. Rules, Orders. or Regulations. This Contract is subject to all applicable Federal and State 23 laws and any applicable permits, ordinances, rules, orders, and regulations of any local, state, or federal governmental authority having or asserting jurisdiction, but nothing con- tained herein shall be construed as a waiver of any right to question or contest any such law, ordinance, order, rule, or regulation in any forum having jurisdiction. Section 15. SEVERABILITY. The parties hereto specifical- ly agree that in case any one or more of the sections, subsec- tions, provisions, 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, unconstitutionality, 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 unconstitu- tional 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 accord- ingly. 24 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 equity may be availed of by any party hereto and shall be cumulative. Recognizing however, that the Authority's under- taking to provide and maintain the services of the Project is an obligation, failure in the performance of which cannot be adequately compensated in money damages alone, the Authority agrees, in the event of any default on its part, that each User shall have available to it the equitable remedy of mandamus and specific performance in addition to any other legal or equita- • ble remedies (other than termination) which may also be avail- able. Recognizing that failure in the performance of any User's obligations hereunder could not be adequately compen- sated in money damages alone, each User agrees in the event of any default on its part that the Authority 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 to the Authority. Notwithstanding anything to the contrary contained in this Contract, any right or remedy or any default 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 25 .,~ 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 of performance by any other party of any duty or obligation hereunder shall be deemed a waiver thereof 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 circumstances. 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 offices 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 is brought to enforce this Contract or any provision hereof, the same shall be brought in Tarrant County, Texas. IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this Contract to be duly executed in several counterparts, each of which shall constitute an original, all as of the day and year first above written, which is the date of this Contract. 26 TRINITY RIVER AUTHORITY OF TEXAS BY • - General Manager ATTEST: Secretary, Board of Directors (AUTHORITY SEAL) APPROVED AS TO FORM AND LEGALITY Bond Counsel to the Authority CITY OF FORT WORTH, TEXAS BY City Manager • ATTEST: City Secretary (CITY SEAL) APPROVED AS TO FORM AND LEGALITY City Attorney, City of Fort Worth, Texas CITY OF KELLER, TEXAS BY Mayor 27 r ATTEST: City Secretary ~..~ (CITY SEAL) LAKE TURNER MUNICIPAL UTILITY DISTRICT NO. 1 OF TARRANT COUNTY AND DENTON COUNTY, TEXAS BY President, Board of Directors ATTEST: Secretary, Board of Directors (DISTRICT SEAL) s 28