HomeMy WebLinkAboutContract 10631 31
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CONTRACT
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Date Approved By Goamn f 4
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City of Dort Worth, Texts
Mayor and Council Common,ca o
DATE REFERENCE suBJEct Water Supply Contract With rra PAGE -�
NUMBER '� t
9/11179 t a or
C-4796 .
On June 5, 1979 (M&C C-4642); the City Council approved the principle,a con.- a
tract among Fort Worth, :Arlington, 'MansfieV, the Trinity River Authority of
Texas (TRA), and the Tarrant County Water ,ontrol and IW ovement District
No. 1 (District), to provide for development of additional East Texas water;
supply reservoirs on Richland Creek and Tehuacana Creek. As the City Council
has been prey,iously advised, negotiations With Arlington have been delayed
to allow for some minor adjustments, and a4ministrative difficulties 1Lnder'
TRA contracte with its customer cities require additional time for TRA to
consummate an agreement fat their use of the additional taster supply.
To insure the continued availability of the reservoir sites under 'permits
issued by the Texas De!,artment of Water resources, it is essential that the`
District proceed to Initiate construction of- the facility by the coming 3
November. It has been determined that a water supply ,;=tract executed by j
Fort Worth, Mansfield, and the District will provide a basis' for retention
of the,permits. Accordingly, such a contract has been prepared„approved by
the District's Board on :August 29, <19'.9 and submitted to :the.City of,,Fort
Worth and Mansfield for ePpIroval and execution -with provision for Arl ngtpu
.and TRA to execute with the, next six months as full participating parties..
The contract submitted to you on August 30, ,1979, is essentially_ the, same
as the contract approved in principle by the City Council. on June 5,. 1019"
one exception. Arlington and the Mare not. ahown as Initial Contracting
Parties, in the latest contract, but provisions are made under which Arlington w
and the TRA will becowe <Initial Contracting PaTft6s by executing a aimilat
contract within the next rix months. It is anticipated tnat .thi;s will occur
and that the contractual relationships among fort Worth; Arlington, the TRA,
Mansfield, and the District will betas set out in M&C C-4642, if this does'
not occur, Fort Worth and Mstnsf3eld`prirchases of vaster wita tither salrna now' .
being discussed, would fund the projects The division of ,funding between 4',
Fort Worth and Mansfield would be based on the volu6e of supply to each city
as a pro rata of the total supply from the system. For the first five years
(through February 28, 1985), the minimum commitment (based on present, usage)
of each city would be:
Fort Worth 38.4 MGD (1) E
Mansfield 1.3 MGD
Total 397 MGD
should either city use more than the minimum, payment will be on the basis of
C, actual useage.
(1) In addition, Fort Worth is entitled to blob Z.GB for payment of M60.costs
of the West Fork Reservoir System as related to wa*__-r supply for Fort
Worth.
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GATES REFERENCE � SU83ECT:WBte Supply Contract: With Tarrant ''AGE �
NUMBEk Count Water Control. and Improvement 2 2
9;117 79 y p
C-4796 D igt Ng
After 1985, minimums would be recomputed based on actual useage, but they would
never be less than the iu�tiu1 minimums itemized above. When Arlington andlor
TRA or others joia in the contract during the first six months, their minimums
would be established as set out in M&C C-4642., All users coming in after the
fist six months would likewise have a suitable minimum established to guarantee
their payment of their fair share of project costs.
As noted in M&C C-4642, the proposed contract provided for establishment of an
Advisory Committee composed of representatives from each of the Initial Con--
trac.ting 'Parties. Among otter matters, this Committee reviewe any proposed
additional contracting parties and the contrac-la under which they b,-come t`
additional contracting parties. Therefore, since negotiations are continued
with Arlington and the TRA, and since other entities have also indicated a
desire to become contracting parties, it is essential that this Advisory
Committee become active immediately following execution of the proposed water
supply contract. Accordingly, it is suggested that Mr. J. L. Robinson, Director,
Water Department, be appointed as Fort Worth's representative on the Advisory
CommItt+ee .663.ncident with City Council approval of this wager supply contract.
Recommendations
It is recommended that:
1) The City Council adopt the attached ordinance approving the proposed
water supply contract between the City of Fort Worth and the Tarrant
County Water Control and Improvement District No. 1 and authorizing
the City Manager to execute the contract on behalf of the City of
Fort Worth; and
2) Mr. J. L. Robinson, Director, Water Department, be appointed as the
Fort Worth representative to the Advisory Committee created under the
contract.
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SUEMITTED FOR THE r� DISPOSITION BY COUNCIL' PROCESSED BY
CITY MANAGER'S• ❑ APPROVED
OFFICE BY:
❑ OTHER (DESCRIBE)
ORIGINATING
DEPARTMENT HEAC: J. L .Robinson CITY SECRETARY
rFOR A-7DITIONAL INFORMATION
COMTACT: J. L. Robinson $xt.8220 DATE
+r r z.
TARRANT COUNTY REGIONAL WATER SUPFLY FAC.�LI"IES CONTRACT
THE STATE OF TEV S P r
COUNTY OF TARRANT
THIS CONTRACT (the "Contract") made and entered into as
of the 29th day of AUGUST, 1979, by and among TARRANT COUNTY
WAi'ER CONTROL AND IMPROVEMENT DISTRICT.' NUMBER. ONE (the
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"District's , a water control and improvement district (and a
conservation and reclamation district) and polite ca i ;uboivi-
lion of the State of Texas, created and functioning under Ar-
ticle 16, Section 59, of the Texas Constitution, pursuant to
the g-aneral laws of the State of Texas, including Chapter 53,
Texas Watez Code, and which is authorized to issue bonds un-
der the provisions of Chapter 266, Acts of the 55th Legislature, �
Regular Session, 1957, as amended (collectively the "District fi
Act") , and the following: -
CITY OF FORT WORTH, IN TARRANT COUNTY, TEXAS, and
CITY OF MANSFIELD, IN TARRANT AND JOHNSON COUNTIES, TEXAS,
I'
(collectively the "Initial Contracting Parties") .
W I T N E S S E T H +
WHEREAS; the Districts and the Initial Contracting Parties
are authorized to enter into this Contract pursuant to the Dis-
trict Act, Vernon's Ann. Tex. Civ. St. Article 4413(32c) (the'
"Interlocal Cooperation Act") , and other applicable laws; and
WHEREAS, the District presently owns and operates surface
raw water supply facilities which consist prma.•ily of Eagle
t
Mountain Dam and Reservoir and Bridgeport Dam and Reservoir
on the West Fork of the Trinity River, and Cedar Creek Dam
and Reservoir on Cedar Creek in Henderson and Kaufman Counties
(the "Existing System") ; and
f8 WHEREAS, the District presently has outstanc.inq the
followinq described bonds which were issued to acquire and
construct, or to refund bonds issued to acquire and construct,
Amon
the Cedar Creek. Dam and Reservoir and related facilities.
Tarrant County Water Control and Improvement District
Number One Com1, ned Water. Revenue and Unlimited Tax
Refunding Bonds, Series 1977, dated December 1, "977,
now outstanding in the aggregate pvincipal amcunt of
$47,710,000 (the "Series 1977 Bonds") , and
Tarrant County Water Control and Improvement District
Number one Water Revenue Bonds, Series 1979, dated
Marc., 1, 1979, now outstanding in the aggregate prin-
cipal amount of $7,750,000 (the "Series 1.979 Bonds") ,
and
WHEREAS, the District presently supplies and sells raw
watei from the Existing System to the Initial Contracting
Parties under separate contracts now in effect; but it is
acknowledged and agreed that the Existing System is inadequate
to provide known future raw water requirements, thus making
this Contract necessary to enable the District to acquixe and
construct additional raw water supply facilities and make it
possible for the District to sl�pply such requirement:;; and
WHEREAS, the existing watEr supply contracts witb the
Initial Contracting Parties recognize that the District has
assumed the responsibili-ty for providing additional water
supply sources as needed by the Initial Contracting Part*.es,
subj,:-ct to suitable feasibility and financing, and that the
payments to be made by the Initial Contracting Parties would
K.
be increased in amounts sufficient to pay such parties' ?ro
rata share of the necessary costs of such additional.. sources;
and
WHEREAS, the District proposes to issue its revenue
bonds for the purpose of refunding the Series 1979 Bonds and
acquiring and constructing additional surface raw water
supply facilities, including a dam and, reservoir on Richland
and Chambers Creeks in Navarro and Freestone Counties and an
adjacent dam and reservoir on Tehaucana Creek in Freestone
C- ' County, and all related pipelines, pumps, and other facilities
to enable the District to supply raw water from such sources
to the Contracting Parties and to others (the "Project") ; and
WHEREAS, the P roject is described in a report of Freese
and Nichols, Inc. , Consulting Engineers, Fort Worth, Texas,
-2-
entitled "Tarrant County Water Control and Improvement Dis-
trict Number One Report on Sources of Additional Water Supply,
Marcr, 1979"; and
WHEPEAS, such report, including all amendments and supple-
ments thereto made prior to the execution of acquisition and p
construction contracts for the Project rid as changed by change t
orders entered after acquisition and construction contracts for a
the Pro,act have been executed is hereinaft^r called the "En-
r
gineering Report"- a
NOW, THEREFORE, in consideration of the mutual co--enants
and agreements herein contained, the District agrees to use
its best efforts to acquire and construct the Project in gen-
eral accordance with the Engineering Report, and to supply t,
raw water to the Contracting Parties and others from the Ex-
isting system and the Project (collectively "the :system") , Up-
on and subject to the terms and conditions hereinafter set
forth, to-wit:
Section 1. DEFINITION OF TERMS. The following: terms and
expressions as used in this Contract, unless the context clear-
ly shows otherwise, shall have the following meaning,,-:�
A. "Additional contracting Party" means any party not deg
fined as one of the Initial contracting Parties with which the ' !
District makes a contract similar to this Contract for supply �
t i
ing raw water from the System, provided that after execution
of any such contract such party shall become one of the Con-
tracting Parties for all purposes of this Contract, unless
otherwise provided herein.,
B. "Adjusted Annual Payment" means the Annual Payment,
as adjusted during or after each Annual Paymf-mt Period, as
provided by this Contract.
C. "Advisory Committee" means the committee to be treat- F
r
ed to consult with and advise the District with respect to the '
System as provided in Section 10 Of this Contract.
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ty�.I Mi -a-I-jtailled, 'bv C'be PrOU°asiQll.`. �'Y. the T-3C7 i"li. Res011-'tl'-ons.
�., "Bo)ld Re'.sg1'.�Li Rn gaps c',
:ot.43t ii)71 of the ci str ct
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"Bonds'A Iif an t.h? ac-t' I.� r
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..1-i >, and -111. bonds �_>r,uo6 1.'y t�E., 1.)1 'C:t' t_i one or
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more ...�":1.e,:: e'�w .LFto t3�.s� Far.+"a. .t�°C it'1 L!-•�-..P`;� h'CUI'e�:Tia cd�+P_Y."f,dYT7111 CJ
.. ., 1979 T30RCIs i3lIQ1"C Y ::D accaxlb<e,
Yi=IVO.
eac..cnd r
G�.d the� a
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I',• "Fnqineering Repor+," means the "EnginLer_in,3
as defined in t`ie preamble to this C-intract.
*Existi-19 System" means the "Existing System" as -le-,
fined in the preamble to this Contract.
N. "MGD" Ls a., abbreviation for "million gallons of water
per day" and means a quantity of water during a period of time
expressed for �onv� nience in terms of ai average annual. daily
quantity during an Annual Payment Period. The Value of two
MGD, for example, is calculated as follows: two millior, gallons
multiplied by the number of days ir; an Annual Payment Period.
0. "Operation and Maintenance Expenses" mea,ls all costs
and expenses of operation and maintenance of the System, includ-
ing (for greater certainty brit without limiting the generpl:ty
of the foregoing) repairs and replacements for which no special
find is created in the Bond Resolutions, operating personnel,
4
the cost of utilities, supervision, engineering, ancountinC3,
auditing, legal services, supplies, services, administration
of the System, and equipment necessary for proper operation
and maintenance of the System, and payments made by District
in satisfaction of judgments resulting from claims not cover-
ed by District's insurance arising in connection with the opera-
tion and maintenance of the System. The term also includes the
charges of the bank or banks where the Bonds are payable. The
tei-in does not include depreciation.
P. "Project" means the 11?� roject" as defined in the pre-
amble to this Contract, and as provided in the Engineering Re-
port.
Q. "Series 1977 Bonds" means the "Series 1977 Bonds" as
defined in the preamble to this Contract.
C R. "Series 1979 Bonds" means the "Series 1979 Bonds" as
defined in the preamble to this Contract.
S. "System" means (:oilectively the Existing System and
the Project.
Section 2. CONSULTING ENGINEERS; CONSTRUCTION OF PROJECT.
the LiLstrict and the Contracting Parties agree that !'ieese and
Nichols, Inc. shall be the "onsulting Engineers foz: the Pro--
jc.ct, provided that the Consulting Engineers may be chan-gaci
at the option of the District. The District agrees to use its
lies,_ efforts to acquire and construct the Project, and agrees
that the Project will be acquired and corstructed in general
accordance witA the Engineering Report. It is anticipated that 3
such acquisitior. and construction will be in phases and tnaw
each phase will be financed by the District through the issu-
ance of one or more series or issues of its Bonds; and the Dis-
trict agrees to use its bast efforts to issue its Bonds for
such purpose. The proceeds from the sale and delivery of the z
Bonds will be used for the a �
p yment of all of the District's
expenses and costs in connection with the Project and the Bonds
3
including, without limitation, all financing, legal, print:_na,
and other expenses and costs incurred in issuing its Bonds,
}
Section 3. QUANT-T.Y, QUAL,I"'Y, AND UNIT" OF MEASUREMENT. i
A. QUANTITY. (a) The District agrees to supply and to
deliver to each Initial Contacting Party` respectively, at
the applicable Point or Points of Delivery for each Initial `
Contracting Party, as provided in Section 9 hereof, or at any
other Point or Points of Delivery as may be agreed upon be-
tween the District and any Contracting Party, and each
Contracting Party, respectively, agrees to take at such
Point or Points nf Delivery, except as otherwise provided
for the City of port Worth in Section 4C(d) of this Con-
y
tract, all raw, water required by such Contracting Party during
the entire term of this Contract for such Contracting Party's ;
own use and for distribution to al: customers served by such
Contracting Party's distribution system, whether inside or
t, outside its boundaries. It is specifically provided, however,
that after the end of the sixth complete calendar month following
the date of this Contract, no Contracting Party shall enter into
any agreement to supply any water for use outside the boundaries ,
� t
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i
of any city or other political subdivision which has entered '
into a written water supply contract which is in force and
effect with such Contracting Party at the end of the sixth
complete calendar month following the date of this Contract,
unless each such agreement is male subject and subordinate
1
in all respects to the water requirements of all of the
Contracting Parties collectively under this Contract. No
Contracting Party shall become a party to any contract
for the sale of water which would violate or be inconsistent
with "he provisions of this Contract, and all such contracts
sh-11 recognize the priority of water use as provided in
b
this Contract. it is the intention of the parties hereto
that, except as hereinafter otherwise _-rovid->d for the
City of Fort Worth in Section 4C(d) of this Contract,
the System shall be the sole and exclusive source of raw
water supply for each of the Contracting Parties; provide
however, that if Trinity River Authority of Texas hereaft. '
becomes a Contracting Party the aforesaid provisions shall
apply only to its Tarrant County Water Project, which supplies
treated water to the Cities of Bedford, Euless, Grapevine,
t
North Richland Hills, Colleyville, -,nd others. The District .
will use its beQt efforts to remain in position to furnish
raw water sufr'icient for the reasonable demands of each
i
Contracting P;;rt-, but its obligation shall he limited to i
the amount of water available to it from the System. The
District agrees to use its best: efforts to issue its Bonds
in amounts necessary to acquire, construct, maintain, improve,
l
and extend the entire System, including the Project, so as
to enable the District to furnish such water. However, in
the event it becomes necessary to ration water from the Sys- r.
tem, the Initial Contracting Parties, and any Additional
Contracting Parties which become Contracting Parties prior
to the end of the sixth complete calendar month following
the date of this Contract, as provided in Section 3B. here-
of, shall, within the limits permitted by law, have absolute
priority to the rie of ail System water over all other Addition-
al. Contracting Parties which later become Contracting Parties;
-7-
and all contracts with such later Contracting Parties shall
recognize s .ch priority and be made subordinate thereto. As
between the Initial Contacting Parties and those which be-
come Contracting Parties prior to the end of the aforesaid
six-month period, if water from the system must be rationed
such rationing shall, within the limits permitted by law, be T
done by the District on the basis of the relative actual total
amount of all water from the entire System taken by each such
Contracting Party, respectively, during the last preceding
Annual Payment Period in which rationing among said parties
was not necessary.
(b) If the District is at any time during the term of
i
this Contract unable to supply all she raw water .requirements
s ,
of the Contracting Parties for any reason, or if it should be-
come apparent that the District will become unable to supply G
the Contractinj Parties with their raw water requirements, and
ary Contracting Party determines that it is necessary to pro- s
cure or use raw water from sources other than the District, then #
such Contracting Party shall give written notice to the District
of its intention and desire to procure raw water from sources `
other than the District. Within thirty (30) days from the re- Q
ceipt by the District of such written notice, the District shall
j
advise the Contracting Party in writing of whether it agrees
that such Contracting Party should procure raw water from sources
other than the District. In the event that the District agrees '
that it is necessary for such Contracting Party to procure raw
water from other sources, such Contracting Party may proceed
to procure such raw water from other sources at its sole cost,
C and without any liability for damages accruing in favor of or .
against the District by reason thereof. If such Contracting
Pa,:ty procures water additional to that supplied by the Dis-
trict under this Contract, then such Contracting Party shall
6
n?vertheless continue to take from the District and pay for
144 0
I
�_
all raw water thereafter available to such Contracting Party
trom the District's System up to the full raw water .require-
ments of such Contracting Party. If the District disagrees
with such Contracting Party's written notice concerning the
adequacy of the supply of raw water to be furnished by the Dis-
trict, then the District within said thirty--day period shall
i
so advise such Contracting Party and the Advisory Committee, z
and thereafter ".he Advisory Committee shall make its recommen-
dations to the parties within sixty (60) days after receipt of
such notice. All Contracting Parties shall at all times have r
the right to secure water from any possible source in any timer- =,
gency when the District is unable to deliver water from the Sys-
.
tem because of any "Force Majeure" as defined in this Contract.
B. OTHER CONTRACTS. (a) The District reserves the right to
supply water from the System to Additional Contracting Parties
!, under contracts similar to thi3 Contract, subject to the re-
quirements concerning "minimums" as provided in Section 4r.
hereof, and the priority of use of water as provided in sec
Lion 3 A. hereof. Each contract with any Additional Contract- j
r
k ing Party shall co~ply with the requirements of this Contract, }
IFr shall substantially restate the essential provisions of this r
Contract, and shall be structured to be similar hereto to the
fullest extent applicable and practicable, with such additions
or changes as are necessary to meet the actual circumstances,
with the effect that each Additional Contracting Party will
adopt the provisions of this Contract, as supplemented and
necessarily changed by its contract. However, commencing with
the end of the sixth complete calendar month following the date
of this Contract, the District shall not obligate itself to de-
1 liver raw water from tha System to any future Additional Con-
tracting Party if such obligation would jeopardize the District's
obligation to deliver the amounts of water from the System re-
quired by prior Contracting Parties as provided in this Contract;
G and any such contract with a future Additional Contracting Party
shall recognize, and be made subordinate to, the prior rights to
:cater from the System of the Initial Contracting Parties and
any Additional. Contracting Party which became a. Contracting
Party prior to the end of the aforesaid six month period,
(b) It is .recognized and agreed that the District
now has System raw water supply contracts which will remain in
full force and effect, in accordance with their terms and pro-
visions, with the parties listed as follows:
CUSTOMER & SOURCE
LAKE BRIDGEPORT
Wise County Water Supply Dist.
Texas Industries
City of Bridgeport
Lake: Bridgeport Properties
Gifford-Hill and Co.
Lone Star Industries
W. Wise Rural Water Supply Corp.
EAGLE MOUNTAIN LAKE
Tarrant Utility Co.
Community Water Supply Corp.
City of Azle
Casty of River Oaks
Casty of Sp.ringtown
Tarrant County M.U.D. #1 -
Texas Electric Service Co.
a �
GEDT'.R CREEK LAKE
City of Arlington ,.
City of Mabank
City of Trinidad
Cedar Creek Country Club
Ellis Water Co.
SW Water Service, Inc. (Beachwood Estates)
Tamarak (Cross/Tani Venture) 4
City oaf Kemp
Commurity Water Co. (Tool Plant)
Community Water Co. (Woodcanyon Plant)
'ommunity Water Co. (Southwood Plant)
Community Water Co. (Eastwood Plant)
Community Water Co. (Cedarcrest Plant) "
Engel Utility Co. '
C-11 Water Supply Co. (Carolynn Estates)
.Johnson Engineering Co. (County Club)
C-T Water Supply Co. (Deep Water Plant)
C-T Water Supply Co. (Oak Shores)
:southwest Water Service, Inc.
Texas Electric Service Co.
Tr -city River Authority of Texas
West Cedar Creek Municipal Utility District
The District shall enforce the aforesaid existing raw water
s=upply contracts and charge the maximum rates permitted there-
4
under during the terms thereof. Upon the expiration of each
such contract .,o.th and party the District thereafter may sell
water to such party only on the basis that it is a ritiw
mer with respect to System water.
It is further recognized and agreed that in the future
the District may sell raw water from the System to parties
which are not Additional Contracting Parties, provided that
all such future sales of raw water from the System to parties
which are not Additional Contracting Parties shall in all
respects be subordinate to the prior rights of the Contract-
ing Parties to raw water from the System, and all such sales
and contracts relating thereto shall recognize, and be made
subordinate to, such prior rights.
(c) Notwithstanding the foregoing provisions of (a) and
(b) , above, and within the limits permitted by law, the Dis-
trict is prohibited from voluntarily entering into any contract
for the supply of water from the System to any party, either as
an Additional Contracting Party or as a customer, if such party
has been a water customer of any city which is a Contracting 4
Party during the twenty four month period next preceding theme
making of any such proposed contract; provided that the fore-
going prohibition shall not be applicable if the Contracting
Party which had or has such water customer during such period
notifies the District that it consents to the making of any
such proposed contract.
C. QUALITY. The water to be delivered by the District
and received by each Contracting Party shall be raw, untreated
water from the System. Each Contracting Party has satisfied
itself that such water will be suitable for its needs. The
District and the Contracting Parties shall cooperate, each
within its legal powers, in preventing all possible pollution
and contamination of the reservoirs and watersheds from which
System water is obtained.
D. UNIT OF MEASUREMENT. The unit of measurement for
water delivered hereunder shall be 1,000 gallons of water,
C'
S. Standard Liquid Measure.
t i(-,n 4. FISCAL PROVISIONS.
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A. Fl.'ANCING THE SYSTEM. Subject to the terms and pro-
visions of tnis Contract, the District will provide and pay
for the cos - of the acquisition and construction of the Project
and all System facilities, by using 4ts best efforts to issue
its Bonds in amounts which will be sufficient to accomplish
1
` such purposes, and the District will own and operate the Sys-
tem.
B. ANNUAL REQUIREMENT. It is acknowledged and agreed ,r
that payments to be made under this Contract and similar s/
contracts with Additional Contracting Parties will be the
primary source available to the District to provide the Annual
Requirement; and that the District has a statutory duty to
establish and from time to time revise the charges for sorvices
to be rendered and made available to the Contracting Parties so
s
that the Annual Requirement for each Annual Payment Period shall
at all times be not less than an amount sufficient: to pay or
k
provide for the payment of;
(a) An "Operation and Maintenance Component" equal
to the amount paid or parable for- all Operation S\
and Maintenance Expenses of the System; and
(b) A "Bond Service Component" equal 'o,. {
(1) the principal of, redemption premium, if
any, and interest on, its 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 any Bond Resolution,
and all amounts required to redeem any Bonds
C prior to maturity when and as provided in
1
any Bond Resolution; and
i
(2) the proportionate amount of any special
t
or reserve funds required to be accumulat-
ed and maintained by the provisions of any
Bond Resolution; and
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(3) any amount in addition thereto sufficient
to restore any deficiency in any of stich
funds required to be accumulated and main-
tained by the provisions of any Bond Reso-
lution.
C. PAYMENTS FOR SERVICES. (a) For the water supply to ? ,+
be provided to the Contracting Parties under this Contract.
each of the Contracting Parties agrees to pay, at the time and
in the manner hereinaZter provided, its proportionate share of
the Annual Requirement, which shall be determined as hereafter
1
described and shall constitute a Contracting Party's Annual
Payment. Each of the Contracting Parties shall pay its part
of the Annual Requirement for each Annual Payment Period di-
rectly to the District, in approximately equal mor.rhly install-
ments to the extent that equal installments are practicable, on
or before the 10th day of each month.
(b) For the March 1, 1980 - February 28, 1981 Annual Pay- )
ment Period, and for each Annual Payment Period thereafter,
each Contracting Party's proportionate share of the Annual Re- '
quirement shall be a percentage obtained by dividing each Con-
tracting Party's estimated annual raw water use, as determined
by the District in consultation with each of the Contracting
Parties, by the total estimated annual raw water use of all
Contracting Parties, as determined by the District in consulta-
tion with each of the Contracting Parties. All such payments
for each Annual Payment Period shall be made in accordance with y
a schedule of payments for the appropriate Annual Payment Period
which will be supplied to each of the Contracting Parties by the
f
C, District. At the clone of each Annual Payment P9rlod the Dis-
trict shall determine each Contracting Party's actual percentage
of the Annual Requirement by dividing each such Contracting
Party's actual measured raw water use by the total actual
-13-
measured raw water use of all Contracting Parties. Con- r
tracting Party's Adjusted Annual Payment shall be calculated :
by multiplying each such Contracting Party's redetermined per-
centage times the Annual Requirement. The difference between
such estimated, and actual percentage, if any, when determined,
shall be applied as a credit or a debit to each Contracting
Party's account with the District and shall be credited or
debited to each Contracting Party's next monthly payment, or
as otherwise agreed between the District and the affected
Contracting Party, provided that all such credits and debits
shall be made in a timely manner within the next Annual Payment
Period.
(c) Notwithstanding the provisions of (b) , above, and as n
an exception thereto, it is agreed that if, during any Annualr
Payment Period, any Contracting Party, for any reason whatso-
ever, actually takes or uses less than the minimum amount pre- #
scribed for it as hereinafter provided, such Contracting Party
nevertheless shall pay its share of each Annual Requirement
as if it had actually taken and used such minimum amount;
provided that if any such party takes and uses an amount
equal to or in excess of such minimum amount, its share of
all of each Annual Requirement shall be calculated on the
basis of estimated and actual use as provided in (b) , above.
All contracts with Additional Contracting Parties shall
provide for equitable minimums similar to those provided for
below. Such minimums shall be fixed in amounts at least
sufficient, as determined by the District, to assure an
initial annual payment by such Additional Contracting Party
for not less than the amount of its estimated use of raw
i.ater during the first year of service under such contract. Si
All such contracts further shall provide for an equitable
surcharge, as determined by the District, to be paid by each
Additional Contracting Party so as to cause each Additional `
� s
Contracting Party to pay a fair share of the Bond Service
i
Component previously paid by other Contracting Parties after
the date of this Contract. It is agreed, however, that if the
-14-
i
City of Arlington and/or Trinity River Authority of Texas be-
comes an Additional Contracting Party prior to the end of the
sixth calendar month following the date of this Contract, the m<
initial minimum amounts to be provided for them in any such con- -
tf
tract or contracts shall be fixed at 2 71 .5 MGD for Arlington and
5.5 MGD for the Authority, with their subsequent minimums to be
fixed as provided in clause (2) , below; and, as to Arlington,
the contract may provide that it shall have the right to take
and use not to exceed 2.5 MGD from Lake Arlington during each
Annual Payment Period without any payment to the District what-
soever, which water shall be disregarded in calculating amounts
due under this Contract or any similar contract. For the pur-
pose of calculating the minimum percentage of each Annual Re- ,
quirement for which each Contracting Party is unconditionally
liable, without offset or counterclaim (also see Section 7) , .
each Contracting Party, during each Annual Payment Period, shall
be deemed to have taken and used the minimum annual average daily
amount of System water (regardless of whether or not such amount
of System water is or was actually taken or used) specified for }
such Contracting Party above and as follows:
(1) for each of the Initial Contracting Parties, as
an initial minimum amount curing each of the
five Annual Payment Periods within the period
commencing March 1, 1980, and ending February
28, 1985: f
City of Fort Worth: 38.4 MGD (in addition to and
isregarding all or any part '
of the 61.6 MGD described in
(d) , below)
City of Mansfield: 1.3 MGD; and '
E<:
(2) during the Annual Payment Period commencing
March 1, 1985, and during each Annual Payment F �
Period thereafter, an amount for each Contract-
ing Party, Expressed in MGD, equal to the greater
of: (i) the initial minimum amount fixed for ' f
such Contracting Party (being for each of the
Initial Contracting Parties the amount fixed for
it in clause (1) , above) , or (ii) the average t
S
�t
f%
a`
annual MGD actually taken from the System t.;, such
Contracting Party during the period of the im-
mediately preceding five consecutive Annual Pay-
ment Periods; provided, however, that as to the `
City of Fort Worth 61„6 MGD shall be deducted `
from the amount actually taken by Fort Worth
from the System during each Annum P yment Veriod
and disregarded in calculating such average.
The 4pera4ion and Maintenance Component and the Bond Service
Component of each Annual Requirement shall be calculated on
the basis of estimated and actual use. as provided in (b) ,
above, except for, and subject to, the foregoing minimums,
which shall he applicable as provided herein.
(d) It is agreed and understood among the District and }
the Contracting Parties that none of the cost of acquiring
and constructing the System water supply facilities on the
West Fcrt of the Trinity River (which facilities were acquir-
ed and constructed by the District prior to the year 1935,
except for improvements made to Bridgeport Dam in 1965) has '
ever been provided or paid for from the proceeds of any bonds
or other obligations for which any Contracting Party will be
responsible in any way under this Contract, or pursuant to
any agreement with, or from any payments or water purchases
by, the City of Arlington, the City of Mansfield, or Trinity
i
River Authority of Texas, and that the obligation for the
payment of providing said facilities has fallen solely upon
t
the inhabitants of the City of Fort Worth and the District,
at no cost whatsoever to the other parties named above, s
which parties are not within the boundaries of the District,
and haves never had any contractual or other interest or
i
ownership in or to said facilities. It is further agreed and
understood that the City of Fort Worth was never required to ,
•ii
make any payment to the District for water taken and used by
Fors Worth from District water supply facilities on the West
rOrk of the Trinity River until it became ,iecessary to ri.aance
the Cedar Creek Dane and Reservoir and re_Lated faciiiti:_s from
mater sup� lc payments made pursuant to the contract between
-16- �.
the District and the City of Fort Worth. Executed pursuant: to
an election held in Port worth on December 2, 1959. In vice
of previous consideration duly given by the City of Fort
Worth and its inhabitants, and in consideration of the
execution of this Contract by Fort Worth in lieu of its
existing contract with the District and the release of
w
valuable rights thereunder, and the assumption by Fort Worth
of additional obligations under this Contract so as to
4
permit the District to issue and sell Bonds to acquire and
construct the Project by assuring the payment of said Bands
based on an adequate credit rating as required by underwriters
of large issues of bonds, the City of Fort Worth shall. have
the right, notwithstanding and regardless of the provisions
of (a) , (b) , and (c) , above, to take and use, solely from
the System water supply facilities on the West Fork of the
Trinity River, and for use solely within the boundaries of
the City of Fort Worth and the District, as such boundaries
exist on the date of this Contract, up to and including 61.6
MGD (being the annual safe yield available for such use from '
the west Fork of the Trinity River) during each Annual
Payment Period, without making any payment therefor whatsoever,
with the result that such water shall not constitute, and
shall not be included or counted as, water sold or a sale of
water by the District for any purpose whatsoever under this '
Contract or any other contract or agreement, and that for '
F
4
purposes of making the calculations prescribed in (b) above, '
the water so taken and used, up to and including 61.6 MGD,
shall be disregarded, and the City of Fort Worth shall not !
(
be dee-med to have taken or used such water during such
r
C Annual Payment Period. For the purpose of calculating Fort.
Worth' s percentage of the Annual Requirement, the District
may estimate that Fort worth will take 61,600,000 gallons of
water from the West Fork of the Trinity River each day
during eacrt Annual Payment Period, even though more or less
actually may be taK .i on any day so long as the daily average
does not exceed 61,600,000 gallons durinc- each Annual Payment.
Period. It is further provided that if, during any Annual
Payment Period, the entire 61.6 MGD specified above is not
available to Fort Worth from the West Fork of the Trinity
River by reason of the limitations agreed to in Section
4A. (b) of this Contract, the amount of each such deficiency
may be recovered by Fort Worth and shall be cumulated and
carried �rward and may be taken and used by Fort Worth at
any time sufficient water from the West Fork of the Trinity 3
River becomes available for such purpose, provided further,
however, that in recovering any such deficiency no more than
54;000 acre feet of water shall be taken and used by Fort
Worth from the Weat Fork of the Trinity River for deficiency
recovery purposes during any Annual Payment Period. It is
further provided that, excepting only any non-System sources
which may in the future be developed by Fort Worth pursuant
to Certified Filings (with the 'Texas Department of Water { ,
Resources) made by Fort Worth with respect to water from the
West Fork and the Clear Fork of the Trinity River prior to
the date of this Contract (but not thereafter) , it is agreed
i
and understood that for all water from any source taken or
tr1
used by Fort Worth in excess of the 61.6 MGD as prescribed
in this subsection (d) , payments shall be made by Fort Worth
s ,
as prescribed in (a) , (b) , and (c) , above. It is further
specifically agreed and understood that, notwithstanding and
i
regardless of any other provisions of this Contract or any
i
other contract or agreement, the 61.6 MGD to which the City of
i
Fort Worth is entitled under this subsection (d) shall be
regarded for all purposes as already belonging to Fort
Worth, and in calculating for any purpose the base rate per
thousand gallons of water paid by Fort Worth for any District
water, or the amount of water sold to Fort Worth by the Dis-
trict from any and all sources, the 61.6 MGD which Fort Worth
constructively owns and to which it is entitled under this
subsection �d) shall be excluded and not be used in making
any such calculations. As further consideration the
i
-- ,.
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1,
iir�l
7-1 .pt_Jl.. .-Ie .'?Cal r;i. C:. C�r..2 t_ I ,i_<i.-`_•__
__.I..s,. to �U _ .:;F' _.._. C S.tX?.c'L pox, -:'�°t. po ict: .a'
rr
11(.1 Ma i 1_c A..� tL wat c r sU-p I Ea
7 '
C1.2 C_l 1:htWe5t TOM U. tic a:":al f ly We ,_ hil. is a._1.i:. ,
'ti!C' ,-1L.�Cf' e� ;.i,°t r_T) w-D„f?i`
su ppl" to 1ne City of Fort Wa^rth tatr:,:,.r Con
of the acor Seri ae. Component cl. (�ac'.t
at.'.r..:uta:a:le and allocable u_, ally BC.s c . ....., ;i,ed in tile fut%i re
in connect-Ion w_-L,th arty ys t C_ir wat�t?r s L L'pt I_if fcac-2i,l it:1 s on thc?
st T-ork of t}ie Trinity R?_vt'.r Lo the (:X:',.:P_k2t that such Y.a^1.li-
e s i%rovJ..de a water twat%'e1 .l`r' t.1_} �t :';i;; "� '?�'
__ .e: Ci.t:.Y of c th.
(ch) Each, C.ant.r<c t.—ng Party's shar,.� o." t.7le> Ann ial
ReTdrment shall be redei .r,t.t..nlaa, _ifber consultation with
each of the Contraoti:: q Parties, at any ti:rle during any
Zannu.a.l. >ay-.,,rient Permd, to I_he JeE.-,,m-,d -necessary or
f x ...
ciC'tvi ,a.bj.c by ;. a Elis°;rictr If-
The District CUit)1?.E"neces s1:pply.i,i. System water 1C?
an Additional Contracting Party or ?artiest
(�.. ne^��ecte onditur�:a i Unusual, extraordinary, or � �p
.7
for Opera_:ion and i.aintenanee are requir-
Ed .rJuch are not providrd for ic, the District's
3
A.rinual Budget for.' 1--he System r.r i.; azy 3onc Reso-
lution,
i_-A) Operation and Wi.* t ez.aj,�:!e are substzuil
1_i a 11} es > tban e>t .tla ci
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t
fi
n !
Pu
Px �
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(f) During each Annual Payment Period all revenues re-
ceived by the District from the sales of System water to par- r 3`
ties which are not Contracting Parties, and all reimbursements
made by the City of Fort Worth pursuant to subsection (d) , }
above, in connection with Operation and Maintenance Expenses, >
shall (i) first be credited to the Operation and Maintenance
Component of the Annual Requirement, and (ii) any surplus rev-
enues from the aforesaid sales remaining after such first
credit, and any reimbursements made by the City of Fort Worth
pursuant to (d) , above, in connection with Bonds, shall be
credited to the Bond Service Component of the Annual Require-
ment, with the result that such credits under (i) and (ii) ,
respectively, shall reduce, to the extent of such credits,
K
the amounts of such Components, respectively, which otherwise
would be payable by the Contracting Parties pursuant to the
method prescribed in (b) and (c) , above. The District may
estimate all such credits which it expects to make during
each Annual Payment Period in calculating each Annual Payment. w '
(a) As soon as practicable after the execution of this ,>
Contract, and on or before May 1 of each calendar year there-
after, the District shall furnish each Contracting Party with
a tentative schedule of the aggregate monthly payments to be
made by such party to the District for the ensuing Annual
Payment Period. As soon as practicable after the date of
r'f
this Contract, and on or before June 1 of each calendar year (i
thereafter the District shall furnish each Contracting Party i.
with a final estimated schedule of the monthly payments to be
made by such party to the District for the ensuing Annual Pay-
ment Period, together with supporting budgetary or proposed
budgetary data showing the basis for arriving at such schedule.
V
Each Contracting Party hereby agrees that it will make such pay-
;nents to the District on or before the 10th day of each month
of such Annual Payment Period. If any Contracting Party at any E"
Q � 3
time disputes the amount to be paid by it to the District, such
complaining party shall nevertheless promptly make such payment
or payments, but if it is subsequently determined by agreem nt
4.
-20- f
y.
L, '",t :E'�i so J.no r nal 1 cc l l c Uns c ha Y lr 1 s
lac[ 1 s __I:; ,_, ,_..., it T .I'_?L, :r,uch c 1.Li .i n. =1:is ,
s .I 7 c• ;VF i LtK overpayment 0r the A"Ac t - .t. Ll c
i-t, All amounts, A U t and to the
Contracting racting P.arrty or due and owing to an t,G:1"ar�',;iP� pa:, .y b-,/
the District .shall, _t not paid wh q o-,ic , .: !dt i'ntprest .-it the
rate of t^n (10) percont per annum .'::():T1 Ci.E: C�c3i::£_ tf!�1Ln �7.Ue u!-!'i 1
t�! -
4 dial. 'The. District.- shall., to t.h.c exr:ont: permitted by law, suspenc:
sl
delivery of water from the Systam to any Contracting Pa--ty which
w,
remains delinquent in any payments rd>>.r� hr-*z&:under for a period
t
of 5_xty days, and shall not resumn delivery of water while
sup h. ron_- actiNng Party is so delinquent, %t is further provid-
ed acid azgread that if at y Contracting ?arty should remain de--
�t -
linciuent in any payments due hereunder for a period of one
hundred twenty days, and if such delinquency continues during
any period thereafter. such Contracting Party's minimum amount
o` MI-D as described in (c) ,above, shall be deemed to have been
zero MGD duri.sig all periods of such delinquency, for the purp°o:,e
U cal"AaOnc and redetermining the percentage of each Annual
Pii,, nt to j� paid by i he non
--delinquent roit ract.i.n? Parties,
,
a - ,
District shrill pursue all legal remedies agai:--St
ao, such deVnquent Contracting Party to enforce and protect
1}
r
ttt> i -i.g'nts of the District, the c±ner. Contracting Parties,
r�
a�r ne iiclUels of t_he o: ds, ,.ncl :,r.:-h de ingnient "o act r,q
t�
rot VA: re-liev2d --)` the to the Li-,;tric,.
t t
Ir
(i
ail ;
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r
s
'ifry
t.
Annual Requirement will be paid by the non-delinquent Contract-
ing Parties during each Annual Payment Period regardless of the
delinquency of a Contracting Party. If any amount due and awing
a
r
by any Contracting Party to the District is placed with an
attorney for collection, such Contracting Party shall pay to
the District all attorneys fees, in addition to all other pay-
ments provided for herein, including interest.
(h) If, during any Annual Payment Period, any Contract- {
4
ing Party's Annual Payment is redetermined as provided in (e) ,
above, the District will promptly furnish such Contracting Party
with an updated schedule of monthly payments reflecting such re-
determinption.
Section 5. SPECIAL PROVISIONS.
A. The District will continuously operate and maintain
the System in an efficient manner and in accordance with good ft
business and engineering practices, and at reasonable cost and (, ;
expense.
R
B. The District agrees to carry fire, casualty, public
liability, and other insurance on the System for purposes and
4
in amounts which ordinarily would be carried by a privately f
owned utility company owning and operating such facilities, j
{
except that the District shall not be required to carry lia-
bility insurance except to insure itself against risk of loss
due to claims for which it can, in the opinion of the Dis-
trict's legal counsel, be liable under the Texas Tort Claims
Act or any similar law or judicial decision. Such insurance
i
will provide, to the extent feasible and practicable, for the
restoration of damaged or destroyed properties and equipment, i
to minimize the interruption of the services of such facili-
ties. All premiums for such insurance shall constitute an
Q
Operation and Maintenance Expense of the System.
C. It is estimated that the Project will be placed in
operation in 1990. It is expressly understood and agreed,
-22-
however, that any obligations on the k'�.:17t of the District to
acquire, construct, and complete the Project and to provide
raw water from the Project to the Contracting Parties shall
be (i) conditioned upon the District's ability to obtain all
necessary permits, material, labor, and equipment, and upon i
the ability of the District to finance the cost- of the Pro- ;gip
i
ject through the actual .sale of the District's Bonds and (ii)
subject to all present and future valid laws, orders, rules,
s
and regulations of the United States of America, the State of
ti
Texas, and any regulatory body having jurisdiction.
D. Title to all water supplied hereunder to each Contract- y
ing Party shall be in the District up to each Point of Delivery,
at which point title shall pass to the receiving Contracting
Party. Each of the parties hereto hereby agrees to save and
hold each other party hereto harmless from all claims, demands,
and causes of action which may be asserted by anyone on account
a_
of the transportation 4.d delivery of said water while title
r
r.
remains in such party.
e
E. The District shall never have the right to demand pay-
ment by any Contracting Party of any obligations assumed by it
or imposed on it under and by virtue of this Contract from .
a
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 Contracting Parties to levy
and collect a tax to discharge such obligation. e
F. Each of the Cities of Fort Worth and Mansfield, re-
spectively, represents and covenants, and the City of
Arlington will represent and covenant if hereafter it becomes
C a Contracting Party, that all payments to be made by it under
this Contract shall constitute reasonable and necessary "oper-
ating expenses" of its combined waterworks and sewer system, as
defined in Vernon's Ann. Tex. Civ. St. Article 1113, and that
C
all such payments will be made from the revenues of its com-
bined waterworks and sewer System. If hereafter it becomes a
-23-
t ,
Contracting Party, the obligation cf Trinity River Authority
of Texas to make payments under this Contract shall constitute
.reasonable and necessary "operating expenses" of its Tarrant:
County Water Project, which supplies treated water to the
Cities of Bedford, Euless, Grapevine, North Richland Hills,
Colleyville, and others, and such payments shall be made from ,
the revenues received by Trinity River Authority of Texas from
said Tarrant County Water Project. Each of the Contracting
Parties, respectively, represents and has determined that the
water supply to be obtained from the System, including the
Project, is absolutely necessary and essential to the present
and future operation of its water system and is the only avail-
able and adequate source of supply of water therefor, and, ac-
cordingly, all payments required by this Contract to be made
by each Contracting Party shall constitute reasonable and neces-
sary operating expenses of its respective system or systems as
described above, with the effect that the obligation to make i
such payments from revenues of such system or systems shall r
have priority over any obligation to make any payments from
such revenues, whether of principal, interest, or otherwise,
with respect to all bonds or other obligations heretofore or
hereafter issued by such Contracting Party.
G. Each of the Contracting Parties agrees throughout the
term of this Contract to continuously operate and maintain its
combined waterworks and sewer system or water system, as the '
case may be, and to .fix and collect such rates and charges for
water and sewer services or water services to be supplied by
its combined waterworks and sewer system or water system as
aforesaid as will produce revenues in an amount equal to at
j least W all of its payments under this Contract and (ii) all
other amounts as required by the provisions of the ordinances
or resolutions authorizing its revenue bonds or other obliga-
0 i tions now or hereafter outstanding.
-24-
IS .
:r.
Section G. FORCE MAJEURE. If by reason of force majeure
any party hereto shall be rendered unable wholly or in part to
carry out its obligations Lander this Contract, other than the
obligation of each Contracting Party to make the payments re-
quired under Section 4 C. of this Contract-, then if such party
shall give notice and full particulars of such force majeure in jI
wziting 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
F
any such party shall endeavor to remove or overcome such in-
ability with all reasonable dispatch. The term "Force Majeure"
t
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
f
of Texas, or any Civil or military authority, insurrection,
riots, epidemics, landslides, lightning, earthquake, fires, ,
hurricanes, storms, floods, washouts, droughts, arrests, re-
straint of government and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines or canals, par-
.:,
tial or entire failure of water supply, and inability on the
part of the District to deliver water hereunder for any reason,
or any Contracting Party to receive water hereunder for any
reason, or on account of any other causes not reasonably
within the control of the party claiming such inability.
Section 7. UNCONDITIONAL OBLIGATION TO 11AKE PAMENTS.
Recognizing the fact that the Contracting Parties urgently re-
quire the facilities and services of the System, and that such `
facilities and services are essential and necessary for actual
use and for standby purposes, and recognizing the fact that
i
4
_Zg_ +
r
the District will use payments received from the
P,- ties to nay secure th B
e onds, it I
,r s Jjere.by
each of the Contractinq 11arties ,hall be iinccndition&17,� obli-
gated to -,)av, without offset or counterclaim, its proportli.on--
aLa share of the Annual 1tequirement, as provided and determin-
ed by this Contract (including the obligations for paying for
minimums" as described in Section 4C. hereof) , regardless of
whether or not the District actually ac-quires, constructs, oy
completes the Project or is actually delivering water from the
System to any Contracting Party hereunder, or whether or not
any Contracting Party actually receives or uses water from the
System whether due io Force Majeure or otherwise, regardless
or any other provisions of this or any other contract or agree-
ment between any of the parties hereto. This covenant by the
Contracting Parties shall be for the benefit of the holders of
tl-ie Bonds.
Section 8. TERM OF CONTRACT; MODIFICATION; NOTICES;
STATE OR FEDERAL LAWS, RULES, ORDERS, OR REGULATIONS.
A. TERM OF CONTRACT. (a) This Contract shall be ef-
fective on and from the date hereof (provided that the require-
ment for making the Annu=l Payments as provided in Section 4
will not commence until March 1, 1980, as herein provided) , and
this Contrac' shall continue in force and effect until all
Bonds and ai interest coapons appertaining thereto shall have
been paid, and thereafter shall continue in force and effect
during the entire useful life of the System. The requirement
for making the Annual Payments as prescribed in Section 4 of
this Contract shall commence on March 1, 1980, and until
March 1 , ',.qs�o, all payments for raw water from the Existing fi
s;-,ail continue be made to the District by each
i-litial Ccntracting Party at the prices and in Lh-: -,ianner
proviaed In the presently exl.Sting raw water supply contracts,
aq_,-eements, and arrar,,q ments between the parties hereto,
(b) It is recognized that the Distr.- ct may issue Bonds
after the date of this Contract but before March 1, 3.98 0.
However, no payments of principal of or interest on any such
Bonds will be required prior to March 1, ].980, and any such
Bonds may, at the option of the District, be issued pursuant
to this Contract, even though the requirement for making
Annual Payments as provided in Section 4 of this Contract does
not continence until March 1, 198,,7
(c) It is specifically agreed and understood that this
Contract, as of its date, will supersede the con'l-racts, agree- {
ments, and arrangements between each of the parties hereto
with respect to the System and the water therefrom, except for
payments for raw water used from the Existing System until
March 1, 1980, as provided above, and that this Contract, as
of March 1, 1980, will completely amend and supersede all such a
contracts, agreements, and arrangements with respect to the Sys-
tem and the water therefrom, and will constitute the sole agree-
F
ment between the parties hereto or any of them with respect
to the System and the water therefrom; and, except as provided b
k
above until March 1, 1980, all such previous contracts, agree-
ments, and arrangements shall be —yid and shall be of no force
or effect, except for liabilities accrued thereunder prior to
March 1, 1980. Notwithstanding and regardless of the foregoing
provisions of this subsection (c) it is specifically agreed and
under stood that all rights of the District and of each of the
Initial Contracting Parties which existed and accrued under
any contract or agreement Described above shall continue to
exist, be preserved, and be fully enforceable with respect to
and against any entity which is riot an Additional Contracting
( ( Party or a party to this Contract, the same as if such con-
tract or agreement were in full force and effect for all
purposes, and all legal arcs equitable remedies with respect_
to such rights shall be available and may be pursued against
C
any entity which is riot an Additional Contracting ?arty or
-a party to this Contract.
-27-
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� ...,.. .., .1 -._ � i?Ic,.,r, a•'...-'.t.l, , ,Ls . �i ,iF.C.r :,U .,.
_.han'-e ;,a_t'_ L-> ._ffeE t J_ .s < _ vic dd cr;, _c :i o:_._t. ....
CP tr, i, LC W; cf any Zo nd 1 e 'Q Xti , ,
Atli U
n, any not r. e; co1CSwnt �9lJ,oil 'LCxI_)Cs r. � r
.. � ... a rJx r3 $d C�- (tl -
r' _ _.vE".- d',�..�.Tt and ���1_l,C F.'t7C?.�Y,. for Called 'r Nod
he e.-J.n. provided or T=ae Y","mJi ttk,d `cc) is x-}':1.CYen, R{-ad?, or accept.
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any cl �' tG ct.i1v o.°1'1f r Par IL P:1i].i Y' ';';1• in :av i'�51;� ca.1d ',^.ny
s.r _
P be given ^r be served by depositing th'e ti.;z the Un:a+'.ed
-tMee .m".il pantrp<aa..ci and regi:;tc:xFs4: or c.;ri:.if.i.ec and ad&cess-
Ek 00
they party to be notified, with . :Mt.a_ n. receipt requested,
of by delivering the same t, an o,fffirer (. f such party, or by
p' j-)AC< �_l'egrant when appropriate, :.ddre. se. ! to the party to
he natWed. Not_ce deposited in ',,ne xail in the mannor here-
9 r ina�,ovc! described shall be conclusively deemed to be effective,
iti+ s
zn.less tthlerw:i.se stated h.erair., from and alter thv expiration
of tliree days after it is so deposited. Notice given in any
i per mzlnner Shall ba effective only it and when received by
the parq; to
k)e
notified. E'os the purpa5E5 of notice, the
Cr ` e
p m..as r,h!s:i.3., until :-h,:3z,c3e>rl as hereina:rter
n� 2
r£�
� r e Di ;tz in to:
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
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-
a�
i
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 9. POINTS OF DELIVERY MEASUREMENT; OPERATION
OF FACILITIES.
A, CITY OF FORT WORTH FACILITIES. (a) The City of Fort ,
Worth, hereinafter in this Section 9A called the "City", re- ,
ceives raw water from the District at two points of delivery.
Water from Lake Bridgeport and Eagle Mountain Lake (the "West
9
Fork System") is delivered to the City by releases from Eagle
Mountain Lake into Lake Worth, and the City withdraws water
from Lake Worth as needed through pipelines leading to the
City's Holly Filtration Plants. Water from Cedar Creek Reser-
voir and Richland-Tehuacana Reservoir will be delivered to they
City at the Rolling Hills Filtration Plant. For purposes of
Section 9A of this agreement, the point of discharge of the
Eagle Mountain Dam outlets into the upper end of Lake Worth
shall be known as the "Northwest Point of Delivery", and the
point of entry of raw water into the Rolling Hills Filtration
Plant shall be known as the "Southeast Point of Delivery".
(b) The City, at its sole cost, shall maintain and oper-
ate the Lake Worth reservoir, dam, spillway, and appurtenances.
-29-
The District shall have the sight, but not the obligation, to
notify the City of maintenance or repair work deeded necessary
by District, and the City agrees to rake appropriate steps
}
to effect that identified maintenance and repair work. The
t
District shall make releases from Eagle Mountain Dam suffi-
cient to maintain the water surface of Lake Worth at or above ;; r
elevation 590.0. The City agrees _.o limit its annual diver-
sions from the existing System facilities on the West Fork
of the Trinity River to not more than 100,000 acre-feet per
year whenever the combined contents of Lake Bridgeport and
Eagle Mountain Lake total 250,000 acre-feet or more. At
such times as the combined contents of Lake Bridgeport and
Eagle Mountain Labe total less than 250,000 acre-feet, the
City agrees to limit its annual diversions from Lake Worth
to not more than 46,000 acre-feet beginning with the next
Annual Payment Period. For purposes of determining the
volume of water available for diversion by the City from
Lake Worth in any given month, the contents of Lake Bridge- ,
,port and Eagle Mountain Lake as of the first day of the �
4
i
month shall be considered to apply for the full month. It s
is recognized that the City's requirements vary seasonally,
s
and the City shall be entitled to vary the monthly diver-
sions from Lake 'Worth in accordance with the normal pattern
of its seasonal requirements provided the annual rate of
diversion is kept within the above stated limits. The
District ;hall have th4 jht to pass water through Lake
Worth for District's u_ or sale to the City of River oaks
and to Texas Electric Service Company.
(c) The City shall be entitled to receive, and the Dis-
trict shall be obligated to deliver, raw water at the South-
east Point of Delivery as necessary to supply the City's raw
water needs in excess of that supplied by the District from its
West Fork Reservoir System, subject to limitations as set out
e?sew'iere herein.
t .
-30-
6) r Elie event of measurab:,o
-:,aw wate.-c from any of the faciliLie!v3
to be h.,!,
the City, the City shall pay District for such raw ;oaten
as . f il, had taker, and used same from the System.
(e) (i) The City shall provide, operate, maintain and
t-ead meters which shall record -water taken by the City to the
extent such metering is practicable. The principal points of
F,,iei-surement for water taken by the City under this Contract
shall be at the City's water treatment plants by standard
totalizing-indicating-recording meters which shall measure
Lhe volume of water with an accuracy between the limits of
98 percent and 102 percent of true volume. Other raw water
taken by the City shall be measured through a conventional
type of approved meter wherever practicable or by other
approved method of measurement or estimate where the use of
conventional meters is not practicable. In general, the
City shall measure the water supplied under this Contract by
the most accurate devices anri methods practicable for use by
the City.
(ii) The City shall keep accurate records of all the
measurements of water required under this Contract, and the
measuring devices and such records shall be open to inspection
of the District at all times. TI-le District shall have access
to the metering equipment at all reasonable times, b)it the read-
ing, calibration, ard adjustment thereof shall be done only by
employees or agents of the City. For the purpose of this Con-
tcact the original record or reading of the meter or meters
snall be the journal or othez record book of the City in its
,`ice in v'�Jch the records of the employees or agent:; of the
ache take the rcadint3s are oz .ray be transcribed. Upon
request of I-he D_4 ,3t-irt , the Clt,-,, 'i,11 give tli.e Dis-
t?i_ct a. copy of such - ournal or record bc),,k, or permit the
i strict t.o have access to t;Ie same in tl-,e office of the City
,iii) Not more than once in each calendar month, can a
date as near the end of such calendar month as practices`,., the
City shall calibrate its raw water meters at the City's writer
treatment plants if requested in writing by the District to do
so, in the presence of a representative of the District, and
the parties shall jointly observe any adjustments which are
made to the meters in case any adjustments ohall be azecessary. t
If the District shall in writing request the City to calibrate
i3
its raw ?,rates meters at the City's water treatment plants, the
City shall give the Distract notice of the time when any such i
+r
calibration is to be made and if a representative of the Dis-
trict is not present at the time set, the City may proceed with s
the calibration and adjustment in the absence of any representa-
tive of the District.
(iv) If upon any test of the raw water meters at the City's
treatment plants, the percentage of inacclracy of such metering
equipment is found to be in excess of two (2) percent, regis-
tration thereof shall. be corrected for a period extending back
to the time when such inaccuracy began, if such time is ascer-
tainable. If such time is not ascertainable, then for a period ,
extending back one half (1/2) of the time elapsed since the
last date of calibration, but in no event further back than a
A
period of six (6) months. If any meters are out of service
or out of repair so that the amount of water delivered cannot
be ascertained or computed from the reading thereof, the water
delivered through the period such meters are out of service
or out of repair shall be estimated and agreed upon by the
parties hereto upon the basis of the best data available. For
such purposes, the best data available sh-6.11 be deemed to be
the registration of high service pump station meter or meters
at the City's water treatment plants, if the same have been
installed and are accurately registering, to which registra-
tion the filter plant losses between the raw water meters and AM
the high service meters shall be added based on a mutually
a<7reed _. timate of such losses. Otherw =e, the amount of water
-c—i-,:ered during such per_oo may be es ;_mated by: j
-32-
(a) Correcting the error if the percentage of the
error is ascertainable by calibration tests or
mathematical calculation, cr
(b) Estimating the quantity of delivery by deliver-
ies during the preceding periods under similar
conditions when the meter or meters were regis-
tering accurately.
Similarly, the District shall have the right to make checks, at
its expense but with the cooperation of the City of all other
measuring devices required under this Contract and to check the
computations or estimates of unmetered raw water used to meet {
the requirements of the City under this Contract. Any neces-
sary corrections of such meter readings, estimates, or deter-
mination of use shall comply as far as practicable with the
methods set forth in the foregoing paragraph. Monthly read-
ings of the totalizing meters at the City's treatment plants
shall be made by the City, and by the District if it so
v
elects, at a regular hour on the morning of the lst day of
each month. Other meter readings and determinations of
wat.ez used during, a monthly y period shall be made in accor-
dance with the customary practice of the City, but in no
case later than the 15th day of each month.
B. CITY OF MANSFIELD FACILITIES. (a) Subject to the
following provisions hereof., the District shall release water
from the existing Sysi lipeline into a Point of Delivery at
the existing pipeline constructed by the Cite of Mansfield,
q :
hereinafter in this Section 9 B. called the "City", in amounts
which shall be sufficient to permit City to divert all of its
raw water requirements from the System under this Contract.
However, it is specifically covenanted and agreed by the City
that, at the option of the District, and upon receipt of written
notice from the District to do so, it will proceed immediately
after ref-,eipt of such notice to acquire, construct, or other-
wise provide terminal 6torage facilities at said Point of De-
livery to receive and store water from the System adequate to
meet its needs during periods when the District would not other-
wise pump water from the System to meet the needs of other Con-
tracting Parties; and the District: shall not be obligated other-
r
wise to pump water to said Point of Delivery following a reason-
able time after giving the aforesaid notice to the City. The
City at its sole cost shall maintain and operate the connecting
pipeline, terminal storage facilities, and appurtenances. The ;t
ti .zict shall have the right, but not the obligation, to no-
tify City of maintenance or repair work deemed necessary by
District, and in the event that such work is not done and per-
formed by Ci-;.y, to diminish or withhold deliveries of water to
City until such work is accomplished. In the event of measur-
able and preventable leakage of raw water from any of the fa-
cilities to be maintained by the City, the City shall pay Dis-
trict for such raw water losses as if it had taken and used
same from the System.
(b) (i) The City shall provide, operate, maintain, and
read meters which shall record water taken by the City to the
r
extent such metering is practicable. The principal points of s p`
(
measurement for water taken by the City under this Contract
shall be at the City's water treatment plants by standard
totalizing-indicating-recording meters which shall measure
the volume of water with an accuracy between the limits of
98 per cent and 102 per cent of true volume. Other raw
water taken by the City shall be measured through a conven-
tional type of approved meter wherever practicable or by
other approved method of measurement or estimate where the
use of conventional meters is not practicable. In general,
the City shall measure the water supplied under this Contract
by the most accurate devicas and methods practicable for use
by the City.
-34-
(ii) The City shall keep accurate records of all the
measurements of water required under this Contract and tine
measuring devices and such records shall be open to inspection
of the District at all times. The District shall have access
to the metering equipment at all reasonable time, but the
reading, calibration, and adjustment thereof shall be done
F
only by employees or agents of the City. For the purpose of
this Contract the original record or reading of the meter or
meters shall be t? - Journal or other record book of the City
in its office in which the records of the employees or agents
of the City who take the readings are or may be transcribed. a
Upon written request of the District, the City will giver the
District a copy of such journal or record book, or permit the
3
District to have access to the same in the office of the City
)
r
during reasonable business hours. r
(iii) Not more than once in each calendar month, on a
date as near the end of such calendar month as practical, the . .
City shall calibrate its raw water meters at the City's water
treatment plants if requested in writing by the Distrzzt to do
so, in the presence of a representative of the District, and ,
the parties shall jointly observe any adjustments which are
made to the meters in case any adjustments shall be necessary.
If the District shall in writing request the City to calibrate I
its raw water meters at the City's water treatment plants, the
City shall give the District notice of the time when any such
calibration is to be made and if a representative of the Dis-
trict is not present at the time set, the City may proceed with
the calibration and adjustment in the absence of any represen-
tative of the District.
t
(iv) If upon any test of the raw water meters at the
City's treatment plants, the percentage of inaccuracy of such
i
metering equipment is found to be in excess of two (2) per cent,
registration thereof shall be corrected for a period extending
-35-
back to the time when such inaccuracy vegan, if such time is
ascertainable. If such time is not ascertainable, then for a
period extending back ona half (1/2) of the time elapsed since
the last date of calibration, but in no event further back
than a period of six (6) months. If any meters are out of
service or out of repaiz- so that the amount of water deliver- r
ed cannot be ascertained or computed from the reading thereof,
3
the water delivered through the period such meters are out of
service or out of repair shall be estimated and agreed upon by
the parties hereto upon the basis of the best data available.
For such purposes, the best data available shall be deemed to
be the registration of high service pump station meter or meters
k
at the City's water treatment plants, if the same have been in-
stalled and are accurately registering, to which registration
the filter plant losses between the raw water meters and the
i
high service meters shall be added based on a mutually agreed ±
estimate of such losses. otherwise, the amount of water de-
livered during such period may be estimated by:
(a) Correcting the error if the percentage of the
error is ascertainable by calibration tests
or mathematical calculation, or
(b) Estimating the quantity of delivery by deliver-
ies during the preceding periods t,-,Vler similar
conditions when the meter or meters were regis-
tering accurately.
Similarly, the District shall have the right to make checks,
at its expense but with the cooperation of the City of all
other measuring devices required under this Agreement and to
check the computations or estimates of unmetered raw water
used to meet the requirements of the City under this Contract.
Any necessary correctio,is of such meter readings, estimates,
j
or determination of use shall comply as far as practicable
F
with the methods set forth in the foregoing paragraph. Month-
.
ly --eadings of the totalizing meters at the City's treatment
-36-
i
A
plants shall bc, made by the City, and by the District if it
so elects, at a regular hour on the morning of the 1st day
of each -month. Other meter readings and determinations of
water used during a monthly period shall be made in accor-
dance with the customary practice of the City, but in no
case later than the 15th day of each month.
Section 10. A. ADVISORY COMMITTEE: The governing body
of each oa. the initial Contracting Parties, and of the City of
Arlington if it becomes, and of Trinity River Authority of
Texas if it becomes, a Contracting Party prior to the end of
the sixth calendar month following the date of this Contract
(but no other Contracting Party) annually shall appoint one
of the members of its governing body or one of its officers
as a voting member of the Advisory Committee for the System,
which Advisory Committee is hereby created and established.
Additionally, the Board of Directors of the District annually
shall appoint to serve as a voting member of the Advisory
Committee one of the members of said Board of Directors or
one of the officers of the District. The Advisory Committee,
at its first meeting, shall elect a Chairman, a Vice Chairman,
and a Secretary. The Advisory Committee may establish
bylaws governing the election of officers, meeting dates,
and other matters pertinent to the functioning of the Advisory
Committee. The Advisory Committee shall consult with and
advise the District, through its General Manager, with
regard to the following matters pertaining to the System:
(i) The issuance of Bonds;
(ii) The operation and maintenance of the System;
(iii) Additional Contracting Parties ;-,ad the terms
and conditions of the contracts with such
parties, consistent with the provisions of
this Contract;
-37-
Fp
(iv) sales of water to entities which are not
Additional Contracting Parties, and the
prices, terms, and conditions of such sales,
consistent with the provisions of This Con-
tract;
(v) The District's Annual Budget, prior to its
submission by the District's General Manager i
to the District's Board;
(vi) Review of the District's Annual Audit,
(vii) All other pertinent matters relating to the
management of the System; and
(-A ii) Improvements and extensions of the System and t'
)
the providing of any additional source of
i
water supply.
Said Committee shall have asses: to and may inspect at any
k .
reasonable times all physical elements of the System and all
records and accounts of the District pertaining to the System.
A copy of the minutes of the meetings of the Advisory Committee
and all other pertinent data, shall be provided to the Dis-
trict's President.
B. The term of membership on the Advisory Committee shall
be for twelve (12) months, beginning on March 1 of each year.
A member may serve more than one (1) term if so appointed by i
the governi-ng body represented. All expetses of the Advisory }
Committee shall be considered as an Operation and Maintenance
Expense of the System.
Section 11. SE'VERABILITY. The parties hereto specifically
agree that in case any one or more of the sections, subsections,
Ca �
provisions, clauses, or words of this Contract or the applica-
tion 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
s
the laws or constitutions of the State of Texas or the United
i
-38-
i
States of America, or in contravention of any such laws or con-
stitutions, such invalidity, unconstitutionality, or contra-
vention shall not affect any other sections, subsections, pro-
visions, clauses, or words of this Contract or the application
t
of such sections, subsections, provisions, clauses, or words
to any other situation of circumstance, and it is .intended 3
that this Contract shall be severable and shall be construed
and applied as if any such invalid or unconsititutional
section, subsection, provision, clause, or word had not been
included herein, and the rights and obligations of the parties
k
hereto shall be construed and remain in force accordingly.
Section 12. REMEDIES UPON DEFAULT. It is not intended
hereby to specify (and this Contract shall not be considered
a
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 District's under- '
taking to provide and maintain a supply of water hereunder is
an obligation, failure in the performance of which cannot be
adequately compensated in money damages alone, the District
agrees, in the event of any default on its part, that each
Contracting Party 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 chat failure in the
performance of any Contracting Party's obligations hereunder
could not be adequately compensated in money damages alone,
each Contracting Party agrees in the event of any default on 1
its part that the District shall have available to it the
equitable remedy of mandamus and specific performance in
addition to any other legal or equitable remedies (other than
-39-
termination) which may also be available to the District. Pot-
withstanding anything to the contrary contained in this Con-
tract, any right or remedy or any default hereunder, except the
right of the District to r(--. :eive the Annual Payment which shall
never be determined to be waived, shall be deemed to be con-
clusively waived unless asserted by a proper proceeding at law 5
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
waiver of subsequent breaches or defaults of any kind, charac-
ter, or description, under any circumstances.
Section 13. VENUE. All amounts due under this contract,
including, but not limited to, payments d•ie 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 District and of
each of the Initial Contracting Parties are located. It is
specifically agreed among the parties to this Contract that
Tarrant County, Texas, is the place of performance of this Con-
tract; and in the event that any legal proceeding 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 aL-
thority of their respective governing bodies have caused this
Con-tract 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.
TARRANT COUNTY WATER CONTROL AND
IMPROVEMENT DISTRICT NUMBER ONE
Pres ent, Board of Directors
-40-
y
ATTEST:
Secretary, Board of Directors
APPROVE AS TO FORM ANDI LEGALITY:
t
torneys for 'he Distri t
i
(DISTRICT SEAL)
CITY OF FORT WORTH, TEXAS '
BY �—,-L V �--/-14--
City manager
ATTEST:
� 1 City Secretary
APP
4ATO
/ FORM AN
CiV� D LEGALITY:
o r
(CIT Y S E AT ney
�
CITX�'� NS;
BY
•
Mayor
ATTEST:
i
rat Secretary P
2
APPROVE AS TO FORM AND LEGALITY: �
1,
r .
I
City Attorney
Attorney
(CITY SEAL)
?I
C!T J,uc�'
APFRolr;-
B_ CITY CUti;i.^,iL r
E.
-4.1-