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HomeMy WebLinkAboutContract 16267 CITY SECRETARY CONTRACT Nozz-��- Lz TRINITY RIVER AUTHORITY OF TEXAS - BIG BEAR CREEK WASTEWATER INTERCEPTOR SYSTEM CONTRACT THE STATE OF TEXAS TRINITY RIVER AUTHORITY OF TEXAS THIS TRINITY RIVER AUTHORITY OF TEXAS - BIG BEAR CREEK WASTEWATER INTERCEPTOR SYSTEM CONTRACT (the "Contract") made and entered into as of the 25th day of FEBRUARY, 1987 (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, CITY OF SOUTHLAKE, IN TARRANT AND DENTON COUNTIES, TEXAS, and CITY OF NORTH RICHLAND HILLS , IN TARRANT COUNTY, TEXAS, (collectively the "Cities") . W I T N E S S E T H: WHEREAS, each of 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 WHEREAS, the Authority and the Cities are authorized to enter into this Contract pursuant to the Authority Act, Chapter 30 , Texas Water Code,, Vernon' s Ann. Tex. Civ. St. Article RE fl M ,!' RY F ygp egg gp� FT. WORTH, T . ':GVOR M, TEX. 4413 (32c) (the "Interlocal Cooperation Act") , and other appli- cable laws; and WHEREAS, the Authority presently owns and operates a central regional wastewater system serving numerous entities in the drainage area of the upper West Fork and Elm Fork of the Trinity River in Tarrant and Dallas Counties, Texas , (the "Central Regional Wastewater System") ; and WHEREAS , the present Central Regional Wastewater System does not include adequate facilities required to transport all Wastewater of the Cities from the Big Bear Creek drainage area in Tarrant County, Texas, into the Authority' s Central Regional Wastewater System; and WHEREAS, the Authority proposes to acquire and construct facilities required to transport Wastewater of the Cities from the Big Bear Creek drainage area into- the Central Regional Wastewater System; and WHEREAS such Wastewater transportation facilities (herein- after called the "Interceptor System") are described in a report of Rady and Associates, Inc. , Fort Worth, Texas, to the Authority, entitled "Extension of Big Bear Creek Interceptor" , dated August, 1985; and WHEREAS, such report, including all amendments and supple- ments thereto heretofore or hereafter made, is hereinafter called the "Engineering Report" ; and 2 WHEREAS, it is expected by the Cities hereto that as soon as practicable after the execution of this Contract the Author- ity will issue Bonds payable from and secured by Annual Pay- ments made under this Contract by the Cities to provide the Interceptor System. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the Authority agrees to use its best efforts to issue its Bonds and to provide the Waste- water transportation facilities and services of the Interceptor System to the Cities under this Contract, and to use its best efforts to acquire and construct the Interceptor System, upon 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 clearly shows otherwise, shall have the following meanings: (a) "Annual Payment" means the amount of money to be paid to the Authority by each of the Cities during each Annual Payment Period as its proportionate share of the Annual Re- quirement. (b) "Annual Payment Period" means the Authority' s Fiscal Year, which currently begins on December 1 of each calendar year and ends on the last day of November of the next calendar year. 3 (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 two or more series or issues , and the interest thereon, to acquire and construct the Interceptor System (including any Bonds issued to complete the acquisition and construction of the Interceptor System) , and any bonds issued to refund any Bonds or to refund any such refunding bonds. (f) "Central Regional Wastewater System Contracts" means and includes all contracts, and all amendments thereto or replacements thereof, heretofore or hereafter entered into between or among the Cities and others and the Authority with respect to the Central Regional Wastewater System. (g) "Central Regional Wastewater System" means the Authority' s "Central Regional Wastewater System" as defined in the preamble to this Contract, and includes all facilities ac- quired, constructed, or operated by the Authority pursuant to the "Central Regional Wastewater System Contracts" . 4 (h) "Cities" means the "Cities" , as defined in the first paragraph of this Contract. (i) "City" means any one of the Cities . (j ) "Engineering Report" means the "Engineering Report" as defined in the preamble to this Contract. (k) "Interceptor System'! means the Wastewater transpor- tation facilities described in the Engineering Report which are acquired and constructed by the Authority in order to receive and transport Wastewater of the Cities into the Central Region- al Wastewater System. However, and notwithstanding the forego- ing, said term includes only those facilities which are ac- quired or constructed with proceeds from the sale of Bonds issued, or payments made, pursuant to this Contract. Said term does not include any part of the Central Regional Wastewater System or any facilities acquired or constructed by the Author- ity with the proceeds from the issuance 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. (1) "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. 5 Section 2 . CONSULTING ENGINEERS; CONSTRUCTION OF INTER- CEPTOR SYSTEM. The Authority and the Cities agree that the Authority will choose the Consulting Engineers for the Inter- ceptor System, provided that the Consulting Engineers may be changed at the option of the Authority. The Authority agrees that the Interceptor System will be acquired and constructed in general accordance with the Engineering Report, and in accor- dance with the laws applicable to the Authority. (b) It is anticipated that the acquisition and construc- tion of the Interceptor System will be financed by the Author- ity through the issuance of two 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 connection with the Interceptor System (including all engineer- ing and design costs and expenses, and the cost of the land and interests therein, related to the Interceptor System) and the Bonds , including, without limitation, all financing, legal, printing, and other expenses and costs incurred in issuing its Bonds . Such Bonds will be issued by the Authority in the amount actually required to acquire and construct the Inter- ceptor System 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 6 approximately .$10, 400 , 000 (whether actually more or less) , which sum now is estimated to be sufficient to cover all 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, and a debt service reserve fund, all in the manner and amounts as provided in such Bond Resolution. Each City agrees that if and when such Bonds are actually issued and delivered to the purchaser thereof, the Bond Resolution author- izing the Bonds shall for all purposes be deemed to be in compliance with this Contract in all respects, and the Bonds issued thereunder will constitute Bonds as defined in this Contract for all purposes . Section 3 . INTERCEPTOR SYSTEM USE BY THE CITIES. (a) In consideration of the payments to be made by each City, respec- tively, under this Contract, each of the Cities, respectively, is entitled to and shall have a right to a percentage of the total use, capacity, and output of the Interceptor System as follows: Fort Worth - - - - - - 25 . 80% Keller - - - - - - - - 40 . 03% 7 Southlake - - - - - - 33 .37% North Richland Hills - 0 .80% and may discharge its Wastewater generated within the Big Bear Creek drainage area into the Interceptor System 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 City must transport such Wastewater to its Point or Points of Entry into the Interceptor System. (b) The maximum rate at which Wastewater is discharged by each City at its Point or Points of Entry into the Interceptor System shall not exceed for a period of sixty minutes a rate which, if continued for a period of twenty-four hours would equal 3 . 50 times such City' s estimated average daily contribut- ing flow of Wastewater into the Interceptor System for the then current Annual Payment Period. The total quantity of Waste- water discharged into the Interceptor System shall never exceed the amount which the Interceptor System and the Central Region- al 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. Notwith- standing the foregoing, no City shall ever make any discharge into the Interceptor System or the Central Regional Wastewater System which would cause them to be overloaded or be in vio- lation of applicable discharge permits from the State of Texas 8 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 Inter- ceptor System at the Points of Entry, respectively, to be established pursuant to mutual agreement between the Authority and the affected City. Additional Points of Entry may be established by mutual agreement between the Authority and a City in the future if such additional Points of Entry are determined by the Authority to be beneficial to the Interceptor System. Section 4 . QUALITY. Each City shall discharge into the Interceptor System only such Wastewater as it is permitted to discharge into the Authority' s Central Regional Wastewater System, and will not discharge into the Interceptor System any wastes prohibited by the Central Regional Wastewater System Contract. Section 5 . METERING OF WASTEWATER. The Authority will furnish and install, for each City, respectively, as part of the Interceptor System, one meter station of standard type required for measuring properly all Wastewater discharged into the Interceptor System by each City at such station. Such meters and other equipment shall remain the property of the Authority. Each City shall have access to such metering equipment at all reasonable times for inspection and 9 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 City or Cities if requested by such City or Cities. All readings of meters will be entered upon proper books of record maintained by the Authority. Upon written request any City may have access to said record books during reasonable business hours. Section 6 . UNIT OF MEASUREMENT. Wastewater discharged into the Interceptor System shall be measured in gallons, U. S. Standard Liquid Measure. Section 7 . LIABILITY FOR DAMAGES AND RESPONSIBILITY FOR WASTEWATER. Liability for damages arising from the transporta- tion, delivery, reception, treatment, and/or disposal of all Wastewater discharged into the Interceptor System hereunder shall remain in each City to its Point or Points of Entry, respectively, into the Interceptor System, and title to such Wastewater shall be in such City to such Point or Points, and upon passing through Points of Entry liability for such damages shall pass to the Authority. As between the Authority and each City, each party agrees to indemnify and to save and hold the other party harmless from any and all claims, demands, causes of action, damages, losses, costs, fines, and expenses, includ- ing reasonable attorney' s fees, which may arise or be asserted by anyone at any time on account of the transportation, de- livery, reception, treatment, and/or disposal while title to 10 the Wastewater is in such party, or on account of a prohibited discharge by a City. Section 8 . OTHER CONTRACTS. Each City reserves the right to enter into contracts with any other city or other party which has entered into a Central Regional Wastewater System Contract with the Authority, for the use of any part of the capacity of the Interceptor System to which it has rights and which it is not using, but no such contract shall relieve such City of its primary obligation to make the payments to the Authority required under this Contract, nor shall any party make any discharge into the Interceptor System except as permitted in a Central 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 for the cost of the acquisition and construction of the Inter- ceptor System by using its best efforts to issue its Bonds in amounts which will be sufficient to accomplish such purpose, and the Authority will own the Interceptor System. It is specifically understood and agreed, however, that this Contract does not, and is not intended to, cover or prescribe any matters relating to the operation and maintenance of the Interceptor System, and that all matters in connection with and governing the operation and maintenance of the Interceptor System and the responsibility and cost thereof will be 11 contained in other agreements which are not a part of, and do not affect, this Contract. It is acknowledged and agreed that payments to be made to the Authority by the Cities under this Contract will be the only source available to the Authority to provide the Annual Requirement, and that each such Annual Requirement shall be allocated among the Cities 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 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 the Paying Agent/Regis- trar 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, contin- gency, or reserve funds required to be 12 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 . (a) For the Waste- water facilities and services to be provided pursuant to this Contract, each of the Cities, excepting North Richland Hills, 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 consti- tute a City' s Annual Payment. Each of the Cities, excepting North Richland Hills, shall pay its part of the Annual Require- ment for each Annual Payment Period directly to the Authority, in semiannual installments, on or before the 20th day of each month immediately preceding each interest payment date on the Bonds, 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 the Cities ' , excepting North Richland Hills, proportionate share of the Annual Requirement for each such Period is hereby fixed and shall be paid by each of such Cities in the following percentages, respectively: 13 Fort Worth - - - - - - 26 . 01% Keller - - - - - - - - 40 .35% Southlake - - - - - - 33 . 64% Each such City is responsible solely for its fixed annual percentage of the Annual Requirement as set forth above, and no City shall, or is obligated to, make any. payment of the part of the Annual Requirement for which any 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 Interceptor System 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 rate of ten (10) percent per annum from the date when due until paid. The Authority shall, to the extent permitted by law, discontinue the services of the Interceptor System to such 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 Cities, and the owners of the Bonds, and such delinquent City 14 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 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 City of North Richland Hills pursuant to this Contract, and specifically the right to use 0 . 80% of the capacity of the Interceptor System, the City of North Richland Hills shall pay to the Authority the sum of $72,000, to be applied to pay 0 . 80% of the actual acquisition and construction costs of the Interceptor System, presently estimated to be approximately $9, 000,000 , and thus reduce to that extent the amount of Bonds which otherwise would be required. The City of North Richland Hills represents that such sum is now available to it and will be paid from surplus revenues from its combined waterworks and sewer system remaining after, and not needed for, the payment of operating or maintenance expenses of said combined system and any amounts due and payable with respect to its outstanding revenue bonds or other revenue obligations . 15 Such sum will be due and payable not later than 15 days after the Authority has given notice to the City of North Richland Hills that it has entered into an agreement to sell the first series of its Bonds under this Contract. It is further under- stood that the delivery of said initial series of Bonds will or may 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 Interceptor System is determined by the Authority to be greater than the presently estimated approximately $9, 000 , 000 , the City of North Richland Hills shall, within 15 days after written notice from the Authority of such determination, pay to the Authority an additional amount equal to 0 . 80% of the excess of the actual cost over said estimated cost, with such additional amount to be applied to the acquisition and construction of the Inter- ceptor System. Such additional payment, if any, shall be made by the City of North Richland Hills from the same source of surplus revenues of its combined water and sewer system from which the initial payment described above is to be made. If the actual cost of acquisition and construction of the Inter- ceptor System is determined by the Authority to be less than said estimated approximately $9 ,000 , 000 , the Authority shall, within 15 days after such determination, rebate to the City of North Richland Hills, out of the sum previously paid by it, 0 . 80% of the difference between the actual cost and the esti- mated cost. 16 Section 11 . SPECIAL PROVISIONS. (a) It is estimated that the Interceptor System will be placed in operation about May, 1989 , or as soon thereafter as practicable. It is ex- pressly understood and agreed, however, that any obligation on the part of the Authority to acquire, construct, and complete the Interceptor System shall be (i) conditioned upon the Authority' s ability to obtain all necessary land and interests therein, permits, material, labor, and equipment, and upon the ability of the Authority to finance the cost of the Interceptor System through the actual sale of the Authority' s Bonds and (ii) 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. (c) Each of the Cities, respectively, excepting North Richland Hills, 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. 17 Article 1113, and in Section 30 .030 , Texas Water Code, and that all such payments will be made from the revenues of its com- bined waterworks and sewer system. Each of the Cities, respec- tively, represents and has determined that the services to be provided by the Interceptor System are necessary and essential to the present and future operation of its combined water and sewer system, and that the Interceptor System constitutes the best available and most adequate method for obtaining the Wastewater facilities and services as hereinbefore described, and, accordingly, all payments required by this Contract to be made by each City, excepting North Richland Hills, shall constitute reasonable and necessary operating expenses of its combined water and sewer system as described above, with the effect that the obligation to make such payments from revenues of such combined water 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 agrees throughout the term of this Contract to continuously operate and maintain its combined waterworks and sewer system and to fix and collect such rates and charges for water and sewer services to be supplied by its combined waterworks and sewer system as aforesaid as will produce revenues in an amount equal to at least (i) all of the operating and maintenance expenses of such system, including 18 specifically the payments by such Cities, excepting North Richland Hills, under this Contract, and (ii) all other amounts as required by law and the provisions of the ordinances or resolutions 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 obligations, and (iii) , in the case of North Richland Hills, additional surplus amounts, after the payment of such principal and interest on such revenue bonds and other obligations, sufficient to pay any additional amounts due to the Authority under Section 10 (f) of this Contract. 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 City 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 19 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 other causes not reasonably within the control of the party claiming such inability. Section 13 . UNCONDITIONAL OBLIGATION TO MAKE PAYMENTS. Recognizing the fact that the Cities urgently require the facilities and services of the Interceptor System, and that . such 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 the Cities to pay and secure its Bonds, it is hereby agreed that each of the 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 .the Cities, excepting North Richland Hills, as provided and determined by this Contract, regardless of whether or not the Authority actually acquires, constructs, or completes the Interceptor System or is actually providing the facilities or services of the Interceptor System to any City hereunder, or 20 whether or not any City actually uses the facilities or ser- vices of the Interceptor System 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 shall, be for the benefit of and enforceable by the owners of the Bonds and/or the Authority. Section 14 . TERM OF CONTRACT; MODIFICATION; NOTICES; STATE OR FEDERAL LAWS, RULES, ORDERS, OR REGULATIONS. (a) This Contract shall be effective from and after its date, and this Contract shall continue in force and effect until the principal of and interest on all Bonds shall have been paid, and thereafter shall continue in force and effect during the entire useful life of the Interceptor System. (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 City under the terms of this Contract and no such change, amendment, or modification shall be made or be effective which would cause a violation of any 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 21 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 herein- above described shall be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of three days after it is so deposited. Notice given in any other manner shall be effective only if and when received by 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 P. 0. Box 240 Arlington, Texas 76010 If to the Cities, as follows: City of Fort Worth 1000 Throckmorton Fort Worth, Texas 76102 City of Keller 158 South Main P. 0. Box 770 Keller, Texas 76248 City of Southlake 667 N. Carroll Avenue Southlake, Texas 76092 22 City of North Richland Hills 7301 Northeast Loop 820 P. O. Box 18609 North Richland Hills, Texas 76118 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- 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, 23 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. 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 Interceptor System 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 City shall have available to it the equitable remedy of mandamus and specific performance in addition to any other legal or equitable remedies (other than termination) which may also be available. Recognizing that failure in the performance of any City' s obligations hereunder could not be adequately compensated in money damages alone, each City agrees in the 24 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 rem- edies (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 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 circum- stances. Section 17 . VENUE. All amounts due under this Contract, including, but not limited to, payments due under this Contract or damages for the breach of this Contract, shall be paid and . be due in Tarrant County, Texas , which is the County in which the principal administrative offices of the Authority are located. It is specifically agreed among the parties to this Contract that Tarrant County, Texas, is the place of 25 performance 'of this Contract; 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 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. TRINITY ER AUTH Y OF TEXAS BY e...._. Gene a Manager ATTEST: Sec et,ary,' ;Board of Directors (AUTHORITY SEAL) CITY OF FORT WORTH, TEXAS C►' j BY .. - s 7i ity Manager U ATTE City Secretary (CITY SEAL) APPROVED AS TO FORM AND LEGALITY City Attorney Contrrant Authorization Date 26 CITY OF KELLER, TEXAS BY ~ gt'1 Mayo ATTEST: City Secretary (CITY SEAL) CITY OF UTHLAKE, TEXAS BY Ma or ' ATT ST: At4a'4 City Secretary (CITY SEAL) CITY OF NORTH RICHLAND HILLS, TEXAS BY - Z Mayor ATTEST: City Secretary (CITY SEAL) 27 �7 City of Fort Worth, Texas ,�� 1 �le Mayor and Council Commumeat *on A-6 01-"e�w DATE REFERENCE SUBJECT: PAGE NUMBER 1-27-87 C-10098 BIG BEAR INTERCEPTOR EXTENSION I of 2 RECOMMENDATION It is recommended that the City Council: 1. approve the attached resolution and contract and 2. authorize the City Manager to execute a contract with the Trinity River Authority. DISCUSSION In 1985 the Trinity River Authority (TRA) initiated an engineering study of two drainage areas in northeast Tarrant and southeast Denton Counties, the Big Bear Creek Basin and the southern half of the Denton Creek Basin. Five cities situated in one or both basins, (Fort Worth, Keller, Roanoke, Westlake, and Southlake) participated in the study. M&C C-8877 on February 26, 1985, authorized the City of Fort Worth participation in the prorated amount of $4,770.00. The purpose of the study was to define wastewater transportation and treatment alternatives available to these areas on a regional basis. Following discussions with each city, it was concluded that the most economically sound and desirable alternative was: 1. Both basins should be served, for the most part, by gravity collection systems to avoid perpetual power costs. 2. The Big Bear Creek Basin could be served by TRA's existing Central Regional Wastewater Treatment Plant. 3. The Denton Creek Basin could be served by either the City of Grapevine's existing plant (following an expansion of that plant) or through the construction of a new treatment plant in the vicinity of the dam at Lake Grapevine. At a later date, TRA will be proposing another contractural arrangement in which the interested parties may join together to provide regional service in the Denton Creek Basin. The Big Bear Creek Interceptor Extension is being proposed to commence in the very near future, upon approvals by the various cities, to eliminate a very pressing need by the City of Keller. In addition, the City of Fort Worth has several proposed subdivisions in the Big Bear Creek Basin where wastewater service needs to be properly addressed. The TRA proposes that the Big Bear Creek Interceptor Extension funding be secured through the Authority's issuance of Contract Revenue Bonds. Once funding is available, TRA would commence the design, land acquisition, and construction of this pipeline. Upon completion of construction, the TRA would assume operation and maintenance of the facility as a Central Regional Wastewater System responsibility. Each city DATE REFERENCE SUBJECT: PAGE NUMBER 1-27-87 C-10098 BIG BEAR INTERCEPTOR EXTENSION would contractually commit to fund a fixed percentage of the annual debt service for funding the interceptor. Fort Worth's share of the ultimate anticipated use is 25.80%. Fort Worth would be obligated to pay 26.01% of the annual debt service for the presently estimated $10.4 million bond issue. One city, North Richland Hills, has chosen to fund its share of the capacity cost in a cash amount of $72,000, hence the difference between Fort Worth's share of the capacity, 25.80% and Fort Worth's share of the debt service, 26.01%. In addition, each city would be responsible for it's own respective share of the Central Regional Wastewater System annual obligations based on the volume of flow handled at the treatment plant from that city. The TRA would like to present approved contracts from the participating cities at its upcoming February Board Meeting. This plan is consistent with the preliminary recommendations of the Camp, Dresser, McKee Master Plan for Fort Worth. FINANCING No budget amendments or fund transfers are necessary at this time. It is anticipated that the City's financial commitment for this project will first be reflected at the earliest in the budget for Fiscal Year 1987/88. RAM:hl Attachments MTOVED-;&Y, 'CITy GOURCIL JAN' 27 City SeL,.rt Qry of th ty of port Vrot., e SUBMITTED FOR THE j DISPOSITION BY COUNCIL: PROCESSED BY CITY MANAGER'S ❑ APPROVED OFFICE BY: ORIGINATING OTHER (DESCRIBE) DEPARTMENT HEAD: Richard Sawey i CITY SECRETARY FOR ADDITIONAL INFORMATION CONTACT: R. Sawey 8220 DATE