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HomeMy WebLinkAboutResolution 2001-055 RESOLUTION NO. 2001-055 BE IT RESOLVED by the City Council of the City of North Richland Hills, Texas, that: 1. The City Manager be, and is hereby authorized to execute the attached Wastewater Transportation Contract with Trinity River Authority for the Walker-Calloway Outfall Trunk Sewer Line, as an act and deed of the City. PASSED AND APPROVED this the 24th day of September, 2001. .~"'\./1 i' I /!11;,' ",'~~,"'~¿~" ''c~)' lID '~'" >.:.'~,; f.', ... [f \ ! ) ", "I :f"~ , ii, '7't '" -. A Tri£.T f~ .. 0 '. ....:r... i /1)" /'}/('~:/'~ I' .(l <' 12yC)~ . l C (v' L! _ t, c it. .- ,-' . 'Patricia Hutson, City Secretary ." ) I! ( 'l/l;,¿4~?y/~ ¡ Charles Scoma¡: Mayor APPROVED AS TO CONTENT: THE STATE OF TEXAS § § WASTEWATER TRANSPORTATION CONTRACT COUNTY OF TARRANT § This Wastewater Transportation Contract ("Contract") is made and entered into by and between the CITY OF HURST, TEXAS ("Hurst") and the CITY OF NORTH RICHLAND HILLS, TEXAS ("North Richland Hills"), individually a "City" and collectively the "Cities", municipal corporations in Tarrant County, Texas, acting under the laws of the State of Texas, and acting under their Home Rule Charters, and the TRINITY RIVER AUTHORITY OF TEXAS ("Authority"), a conservation and reclamation district and political subdivision of the State of Texas, The Cities and Authority acknowledge that this Contract is made and entered into subject to the terms, covenants and conditions of the Wholesale Wastewater Contract between the Authority, Cities and the City of Fort Worth (hereinafter called "Fort Worth"), dated December 2, 1987 (hereinafter called "the Wholesale Wastewater Contract"), The Wholesale Wastewater Contract is incorporated into this Contract by reference as if quoted herein and for all purposes, RECIT ALS 1. The Cities previously entered into separate contracts with the Authority, both dated April 18, 1969, for the Authority's issuance of revenue bonds and construction of the Walker-Calloway Branch Outfall Trunk Sewer System for wastewater transportation (hereinafter called "System"), and treatment of Cities wastewater. The wastewater treatment services are subject to the Wholesale Wastewater Contract. 2, The Authority has constructed the necessary trunk sewer lines, which connect into a wastewater pipeline owned by Fort Worth, The Authority's Revenue (30nds have been paid in full and are no longer outstanding, 3, The Cities own and operate their own wastewater collection systems and desire to enter into this Contract whereby the Authority agrees to continue providing, and the Cities agree to pay for transportation of Cities wastewater, and treatment of Cities wastewater by Fort Worth under terms of the Wholesale Wastewater Contract and pay the Authority operation and maintenance charges for the Walker-Calloway System. AGREEMENT For and in consideration of the mutual promises, covenants, obligations, and benefits described in this Contract, Cities and Authority agree as follows: DEFINITION OF TERMS The following terms and expressions used in this Contract, unless the context clearly shows otherwise, shall have the following meanings: (a) "Adjusted Annual Payment" means the Annual Payment as adjusted during or after each Annual Payment period, as provided by this Contract. 1 ~!City Secretary Office ~ Official Record Copy tL:{)Q" ~ "t' J ~y r2.~ c; c. , t..:::t, 'n N ò, J t:. 6 ¡, '55 .:t (~4 , I (b) "Annual Payment" means the amount of money to be paid the Authority by each of the Cities during each Annual Payment Period as its proportionate share of the Annual Requirement. (c) "Annual Payment Period" means the Authority's Fiscal Year, which currently begins December 1 of each calendar year and ends on the last day of November of the next calendar year, (d) "Annual Requirement" means the total amount of money required for the Authority to pay all Operation and Maintenance expenses of the System and to payor restore any amounts required to be deposited in any special, contingency or reserve funds required to be established and/or maintained under this Contract. (e) Board of Directors" means the Board of Directors of the Authority (f) "B.O,D, (denoting Biochemical Oxygen Demand) means the quantity of oxygen utilized in the biochemical oxidation of organic matter under standard laboratory procedure in five days at 20 degrees c., expressed in milligrams per liter. (g) "Cities" means the "Cities", as defined in the first paragraph of this Contract. (h) "City" means anyone of the Cities, (i) "Infiltration Water" means water which leaks or otherwise entms into a sanitary sewer pipeline, U) "Operation and Maintenance Expenses" means all recurring costs and expenses of the System, including operating personnel, the cost of utilities, supervision, engineering, accounting, auditing, legal services, supplies, services, administration of the System, including general overhead expenses attributable to the SystE?m, insurance premiums, equipment necessary for proper operation and maintenance of the System, and payments made by the Authority in satisfaction of judgments íesulting from claims not covered by the Authority's insurance arising in connection with the operation and maintenance of the System, The term does not include depreciation. (k) "Extraordinary Maintenance or Repair Expenses" means non..recurring expenses and repairs for which action has been initiated by the Authority on behalf of the Cities and for which funds may not have been provided in the Annual Budget. (I) "Point of Entry" means the point at which wastewater enters the System, (m) "System" means the Walker-Calloway Branches Outfall Trunk Sewer System, including any improvements or extensions, (n) 'TS.S," (denoting Total Suspended Solids) means solids that float on the surface or are in suspension in water, sewage, or other liquids, and which are expressed in milligrams per liter. (0) "Wastewater" means sewage, industrial waste, municipal waste, recreational waste and agricultural waste, as defined in the Texas Water Code, together with properly shredded garbage and such Infiltration Water that may be present. SECTION I. CONDITIONS PRECEDENT, 1.01 PRIOR AGREEMENT. This Contract is entered into pursuant to the Wholesale Wastewater Contract, and the rights and obligations of the Authority and the Cities under this Contract shall be subject to and be interpreted consistent with the terms and conditions of the Wholesale Wastewater Contract. The Wholesale Wastewater Contract, including any future amendments thereto, is incorporated into this Contract by reference as if quoted verbatim in this section. 1.02 CONDITIONS PRECEDENT. The enforceability of this Contract and any future amendments is contingent upon the binding Wholesale Wastewater Contract between the 2 @ City Secreta ry Office ~ Official Record Copy Authority, Cities and Fort Worth under which Fort Worth agrees to receive, transport and treat the herein referenced wastewater from Authority, 1,03 COMPLIANCE. The Cities agree that this Contract is subject to the terms, duties and obligations of the Wholesale Wastewater Contract, and will assist the Authority in all efforts to comply with said Wholesale Wastewater Contract. The Cities shall never have the right to demand performance of a duty or obligation under this Contract, which is at variance from the Wholesale Wastewater Contract. SECTION II. TERM. 2.01 TERM, This Contract shall be effective on the execution date below, and shall continue in effect until December 2, 2017, the expiration date of the Wholesale Wastewater Contract, unless the Authority and the Cities jointly desire to terminate this Contract before the expiration date, or the Wholesale Wastewater Contract is tenninated pursuant to its terms, SECTION III. METERS AND MEASUREMENT. 3,01 METERING, The Authority has constructed metering stations and installed appropriate metering equipment for the purpose of determining the volume of wastewater discharged into the System by the Cities, The Authority shall have complete control of the operation and maintenance of such metering stations and equipment. The Cities shall have access to such metering equipment at all reasonable times for inspection and examination, but the reading, calibration, and adjustment thereof shall be done only by employees or agents of the Authority in the presence of a representative of either of the Cities if requested by the Cities, All readings of meters will be entered upon proper books of record maintained by the Authority. Upon written request, either of the Cities may have access to said record books during reasonable business hours. 3.02 CALIBRATION AND MAINTENANCE OF METERS, Not less than three times in each year of operation, the Authority shall calibrate its meters, The Cities shall be notified in writing or electronically a minimum of five (5) business days prior to tile calibration of the Authority's meters for the parties to jointly observe any adjustments which are made to the meters in the case any adjustment is required. If, for any reason, any meters are out of service or out for repair, or if, upon any test, the percentage of inaccuracy of any meter is found to be in excess of five percent (5%), registration thereof shall be corrected for a period of time extending back to the time when such inaccuracy began, if such time is ascertainable, and if such time is not ascertainable, then for a period extending back one-half (1/2) of the time elapsed since the date of the last calibration, but in no event further back than a period of four (4) months, Repair and replacement of the meters shall be the responsibility of the Authority, Such meters and other equipment shall remain the property of the Authority, 3.03 CHECK METERS, Either of the Cities may, at its option and its own expense, install and operate a check meter to check each meter installed by the Authority, but the measurement for the purpose of this Contract shall be solely by the Authority's meters, except in the cases herein below in this Section specifically provided to the contrary. All such check meters shall be of standard make and shall be subject at all reasonable times to inspection and examination by any employee or agent of the Authority, but the reading, calibration, and adjustment thereof shall be made only by that City, except during any period when a check meter may be used 3 @ City ?ecretary Office ~'!J!} OfficIal Record Copy under specific written consent by the Authority for measuring the amount of wastewater delivered into the System, in which case the reading, calibration, and adjustment thereof shall be made by the Authority with like effect as if such check meter or mE~ters had been furnished or installed by the Authority. 3.04 UNIT OF MEASUREMENT. The unit of measurement for wastewater delivered hereunder shall be 1,000 gallons, U,S Standard Liquid Measure SECTION IV, WASTEWATER. 4,01 QUALITY OF WASTEWATER. The quality of wastewater discharged under this Contract shall be equal to or better than the quality standards established by current or future ordinances of Fort Worth regulating the quality of wastewater to be transported into Fort Worth's wastewater treatment system, 4,02 WASTEWATER SAMPLING AND TESTING. In accordance with the Wholesale Wastewater Contract, the Authority agrees to periodically determine the quality of the wastewater at the agreed upon sampling points for the purpose of billing for the strength of the wastewater in milligrams per liter of B,O.D, and T.S.S, The sampling and testing shall be at least three times annually, The Authority shall collect twenty-four (24) hour flow weighted composite samples for a period of not less than five consecutive twenty-four (24) hour periods Either of the Cities shall be provided the opportunity to split samples with the Authority. The Cities shall be notified five (5) business days by letter or electronically prior to sampling, The Authority shall analyze the samples collected in accordance with standard methods published by the U, S. Environmental Protection Agency, Reports of the analysis will be furnished to the Cities, and to Fort Worth who will utilize the B.O,D. and T.S,S, data for billing wastewater strength, Should a City request more extensive monitoring, such monitoring shall be paid for by the City making the request, and shall be done in accordance with this Section, 4,03 SEPARATION OF STORM SEWERS. The Cities agree to keep separate all storm sewers from its sanitary sewers, and to disconnect any storm sewers, drains or other openings which may cause storm waters to enter the sanitary sewers, and the Cities further agree to adopt and use ordinances pertaining to the construction of and connection to sanitary sewers and covering quality requirements which will meet the requirements as set out in the ordinances described herein, specifically Section 4,01, Quality of Wastewater. The Cities agree to keep its sewerage system in good repair so that undue Infiltration Water will not flow into the System, 4.04 DISCHARGE OF WASTEWATER. In consideration of the payments to be made by the Cities under this Contract, the Cities shall have the right to discharge, and the Cities agree that they will discharge into the System, under the terms of this Contract, wastewater originating in the Walker-Calloway Branches drainage area. Cities may discharge wastewater originating from other drainage areas as long as the discharge by North Richland Hills does not exceed a maximum rate which, if continued for a period of twenty-four (24) hours, would equal 20,620,000 gallons, and as long as discharge by Hurst does not exceed a maximum rate which, if continued for a period of twenty-four (24) hours, would equal 5,350,000 gallons, 4.05 POINTS OF ENTRY. It shall be the sole responsibility of the Cities, including any liability incurred in connection therewith, to convey such wastewater into the System, Either of the Cities may, at its expense, make such Points of Entry as it desires to the System, provided the 4 a City Secretary Office ~ Official Record Copy plans and methods of making such Points of Entry are established by mutual agreement by the Authority and the requesting City in advance, SECTION V. PAYMENTS TO AUTHORITY, 5.01 OPERATING RESERVE FUND, The Cities agree that the Authority shall maintain the existing Administrative and Contingency Fund in the Authority's Walker-Calloway Branches Enterprise Fund, This Fund consists of $36,213,92 contributed by Hurst and $178,351.21 contributed by North Richland Hills, Said funds shall serve as an Operating Reserve Fund and will be retained for the purpose of providing adequate working capital to fund the billings received from Fort Worth for wastewater services and Extraordinary Maintenance and Repair Expenses. Operating Reserve Funds which are utilized for Extraordinary Maintenance or Repair Expenses during the Authority's Fiscal Year shall be reimbursed by the Cities to the Operating Reserve Fund as specified in 5,05 of this Section, The Operating Reserve Fund shall remain the property of the respective City, and any interest earned on the Operating Reserve Fund not utilized during the Fiscal Year will be retained in the Enterprise Fund as part of the Operating Reserve until such a time as this Contract is dissolved or expires, at which time 20,6% of the total accumulated shall be refunded to the City of Hurst and 79.4% of the total amount accumulated shall be refunded to the City of North Richland Hills. 5,02 OTHER CHARGES. In the event that any new or unforeseen assessment or charges are imposed on diverting, storing, delivering, gathering, impounding, or taking the wastewater received by the Authority from either of the Cities, the amount of the assessment or charge shall be borne by that City, in addition to all other charges, and whenever the Authority shall be required to pay any assessment or charge on wastewater received by either of the Cities then that City shall promptly payor reimburse Authority for the tax, assessment, or charge in the manner directed by the Authority, 5,03 ANNUAL REQUIREMENT. Under this Contract, the Annual Requirement is the total amount of money required during each Authority Fiscal Year for the i\uthority to pay all Operation and Maintenance Expenses of the System, This includes annual operation and maintenance expenses attributable to the System of an ordinary or recurring nature plus maintenance of an extraordinary nature. The Ordinary Operation and Maintenance Expenses shall be shared equally by the Cities, 50% to each City. The Cities shall share Extraordinary Maintenance and Repair Expense based on design capacity, 20.6% to Hurst and 79.4% to North Richland Hills, 5.04 ANNUAL BUDGET. Each Annual Budget for the System shall provide amounts sufficient to pay the Annual Requirement. On or before September '1 of each year, the Authority shall furnish to the Cities a preliminary estimate of the Annual Paymønt for each City for the nøxt Annual Payment Period. After examination of the preliminary estimate, the Cities shall express their concurrence or non-concurrence with the preliminary estimate in writing. Any dispute shall be resolved jointly by the Cities and the Authority within thirty (30) calendar days of the date the preliminary budget was furnished to the Cities. The Board of Directors may adopt the preliminary budget or make amendments thereof as to it may seem proper, The budget thus approved by the Board of Directors shall be the Annual Budget for the next ensuing Annual Payment Period, The Annual Budget may be amended at any time through formal action of the Board of Directors even though such action might cause the total amount of the Annual Budget to be exceeded; provided that such action shall be taken only in the event of an emergency or 5 --, special circumstances which shall be clearly stated at the time such action is taken by the 80ard of Directors 5.05 PAYMENTS BY THE CITIES. Each City agrees to pay, at the time and in the manner hereinafter provided, its Annual Payment. Each City shall pay its Annual Payment directly to the Authority, in monthly installments, on or before the 10th day of each month in accordance with the schedule of Annual Payments furnished by the Authority, but no later than thirty (30) calendar days from the receipt of notice for payment due from the Authority, For each payment period, each City's Annual Payment shall be obtained by dividing the number of gallons of contributed flow of wastewater estimated to be discharged into the System by that City during such Annual Payment Period, as determined by the Authority after consultation with each of the Cities, by the aggregate total amount of gallons of wastewater estimated to be discharged by both Cities into the System during such period, and multiplying the resulting percentage by the Annual Requirement. It is further provided that the Authority may adjust its estimates of the Cities contributing flow, or of the Annual Requirement, during any period within the Annual Payment Period and such revised estimates may be made on the basis of actual metered contributing flow, actual Operation and Maintenance Expenses, and actual billings for wastewater service from Fort Worth, including revised billings for 8,0,0 and TSS, strength The Cities will be furnished an Adjusted Annual Payment schedule to reflect any adjustments, At the close of each Annual Payment Period the Authority shall redetermine the actual metered number of gallons of contributing flow and the actual 8.0.0, and TS,S strength discharged into the System by each City during said period, Each City's actual percentage of the total contributing flow shall be redetermined by dividing such City's actual contributing metered flow by the total of both City's actual contributing metered flow Each of the City's actual strength charges shall be determined by computing the amount of 8.0.0, and TS.S, strength charges by Fort Worth which are attributable to that City, Each City's Adjusted Annual Payment shall be determined by multiplying such City's redetermined volume percentage times the actual volume charges by Fort Worth and adding each City's actual 8,0,0, and TS,S, strength charges, The actual Operation and Maintenance Expenses and any remaining Extraordinary Maintenance or Repair Expenses, as well as funds required to return the Operating Reserve Fund to the required level specified in 501, will also be charged to each City as previously defined in 503 of this Section SECTION VI. DEFAULT IN PAYMENT, 6.01 DEFAULT IN PAYMENT. In the event that a City shall fail to make any herein listed monthly payment within the time herein specified, interest on such amount shall accrue at the rate of 5% per annum from the date such payment becomes due until paid in full with interest as herein specified. In the event such payment is not made within sixty (60) days from the date such payment becomes due, the Authority may at its option discontinue service to that City until the amount due the Authority is paid in full with interest as herein specified, provided that any such discontinuation of service shall not relieve that City of the obligation to make payments required under this Contract. SECTION VII. OTHER CONTRACTS, 7.01 RIGHT TO CONTRACT. Each party hereto reserves and shall have the right to contract with other parties for the use of the facilities constructed under this Contract, provided that the party so contracting shall obtain the written consent of the other parties hereto to any 6 $ City Secretary Office ~ Official Record Copy such contract before such contract shall take effect. The Authority shall have the right to increase the size or capacity of the System for the use and benefit of other parties, SECTION VIII. SPECIAL PRbvISIONS. 8.01 SPECIAL PROVISIONS. The following special provisions apply: (a), Title to all wastewater discharged hereunder shall remain in each City until introduced into the System, and upon entry into the System, title thereto and all effluent therefrom shall pass to the Authority, The Authority shall take responsibility as between the parties hereto for the proper transportation and disposal of all such wastewater received by it, in accordance with Federal and State law, (b) The Authority shall continuously operate and maintain the System in an efficient manner and in accordance with good business and engineering practices, and at reasonable cost and expense (c), Each City's obligation under this Contract shall never be construed to be a debt of Cities of such kind as to require it under the Constitution and laws of this State to levy and collect a tax to discharge such obligation, and it is expressly understood by the parties hereto that all payments due by the Cities hereunder are to be made from water and sanitary sewer revenues received by the Cities, (d), Each City represents and covenants that all payments to be made hereunder by it shall constitute "Operating Expenses" of its waterworks and sanitary sewer system as authorized by the laws of Texas, including Chapter 1502 of the Texas Government Code, as amended, (e) Cities specifically acknowledge that the Authority is not obligated, and has no funds available, to design or construct additions, replacements or capital improvements which may be deemed necessary or appropriate for the System except as may be provided to the Authority by the Cities, This contract does not contemplate or obligate the Authority to authorize or issue any form of debt for such purposes, Any such additions, replacements or improvements which may hereafter be deemed appropriate or necessary for the System that cannot be paid for from money on hand in the Operating Reserve Fund shall be paid for by the Authority solely from funds advanced to it by the Cities or from proceeds of debt of the Authority which may be secured by a separate contract with the Cities or an appropriate amendment to this Contract, and not otherwise, SECTION IX, MODIFICATION. 9.01 MODIFICATION. This Contract may be changed or modified only with the consent of the governing bodies of both the Authority and the Cities, No such change or modification may be made which will affect adversely the prompt payment when due of all monies required to be paid by the Cities under the terms of this Contract SECTION X. REGULATORY REQUIREMENTS. 1 0,01 REGULATORY REQUIREMENTS, This Contract is subject to all applicable federal, state, and local laws and any applicable ordinances, rules, orders, and regulations of any local, state, or federal govemmental authority having jurisdiction, or any authorized representative of any of them. However, nothing contained in this Contract shall be construed as a waiver of any right to question or contest any law, ordinance, order, rule, or regulation in any forum having 7 $ City Secretary Office ~ Official Record Copy jurisdiction, and Authority and Cities all agree to make a good faith effort to support proposed laws and regulations which would be consistent with the performance of this Contract in accordance with its terms. SECTION XI. DISPUTES, 11,01 NOTICES. If either city at any time disputes the amount to be paid by it to the Authority, the City shall nevertheless promptly make the disputed payment or payments while the dispute is pending, If it is subsequently determined by agreement or court decision that the disputed amount paid by the City should have been less or more, the Authority shall promptly prepare either an invoice or bill to correct the difference, SECTION XII. WAIVER AND AMENDMENT. 12,01 WAIVER AND AMENDMENT. Failure to enforce or the waiver of any provision of this Contract or any breach or non-performance by the Authority of the Cities shall not be deemed a waiver by the Cities or the Authority of the right in the future to demand strict compliance and performance of any provision of this Contract. Regardless of any provision contained in this Contract to the contrary, any right or remedy or any default under this Contract, 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 the default. No officer or agent of the Authority or the Cities is authorized to waive or modify any provision of this Contract. No modifications to or rescission of this Contract may be made except by a written document signed by the Authority's and the Cities' authorized representatives, SECTION XIII. DAMAGES AND INDEMNITY, 13,01 INDEM NITY. It is mutually agreed by the parties to this Contract that insofar as the rights and work contemplated under this Contract are performed by a party to this Contract within the jurisdiction of another party to this Contract and to that extent only, the aforesaid parties hereby mutually agree that each party will be responsible for its own negligent acts or omissions which cause damage to property (real or personal) or persons arising directly or indirectly from the performance of the work and rights provided for under this Contract. This paragraph shall not be construed to waive a party's immunity under Texas law, This paragraph is for the sole benefit of the parties to this Contract, and shall not be construed as conferring rights or benefits, contractual or otherwise, upon other persons or entities, 13.02 LIABILITY FOR DAMAGES. Liability for damages arising from the transportation, delivery, reception, treatment, and/or disposal for all wastewater discharged into the System hereunder shall remain in each City to its Point or Points of Entry, and title to such wastewater discharged hereunder shall remain in each City to such Point or Points, and upon passing through Points of Entry the liability for such damages, and title to such wastewater, shall pass to the Authority, As between the Authority and each City, each party agrees, to the full extent permitted by law, to indemnify and to save and hold the other party harmless from any and all 8 a City Secretary Office ~ Official Record Copy claims, demands, causes of action, damages, losses, costs, fines and expenses, including reasonable attorneys fees, which may arise or be asserted by anyone at any time on account of the transportation, delivery, reception, treatment and/or disposal while title to the wastewater is in such party, or on account of a prohibited discharge by a City, The Authority has the responsibility as between the parties for the proper reception, transportation, treatment, and disposal of all wastewater discharged into the System, but not for prohibited discharges discharged by any party at any Point of Entry, SECTION XIV, FORCE MAJEURE. 14,01 FORCE MAJEURE. If for any reason of "force majeure," either the Authority or the Cities shall be rendered unable, wholly or in part, to carry out its obligation under this Contract, other than the obligation of each City to make the payments required under the terms of this Contract, then if the party shall give Notice of the reasons in writing to the other party within a reasonable time after the occurrence of the event or cause relied on, the obligation of the party giving the Notice, so far as it is affected by the "force majeure," shall be suspended during the continuance of the inability then claimed, but for no longer period, The term "force majeure," as used in this Contract, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders or actions of any kind of government of the United States or of the State of Texas, or any civil or military authority, insurrections, riots, epidemics, land slides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and people, civil disturbances, explosions, breakage or accident to dams, machinery, pipelines, canals, or other structures, partial or entire failure of water supply, including pollution (accidental or intentional), and any inability on the part of the Authority to transport wastewater, or of Fort Worth to receive wastewater, on account of any other cause not reasonably within the control of the party claiming the inability SECTION XV. ASSIGNMENT. 15.01 ASSIGNMENT. The Cities understand and agree that any assignment of rights or delegation of duties under this Contract is void without the prior written consent of the Authority, The Cities understand and agree that this Contract is subject to the terms, conditions, rights and obligations of the Authority under the Wholesale Wastewater Contract between the Authority and Fort Worth. The Cities acknowledge that they are responsible pursuant to this Contract for said terms, conditions, rights and obligations of the Authority, The Cities further agree that in the event of a dispute, including litigation, between the Authority and Fort Worth regarding the aforesaid Contract between the Authority and the Cities, they will defend, hold harmless and indemnify the Authority in any such dispute, SECTION XVI. SOLE AGREEMENT. 16.01 SOLE AGREEMENT, Except for the Wholesale Wastewater Contract, this Contract constitutes the sole and only agreement of the Cities and the Authority and supersedes any prior understanding or oral or written agreements between the Authority and the Cities respecting the subject matter of this Contract. 9 $ City Secretary Office ~ Official Record Copy SECTION XVII. SEVERABILITY. 17,01 SEVERABILITY, The provisions of this Contract are severable and if, for any reason, anyone or more of the provisions contained in this Contract shall be held to be invalid, illegal, or unenforceable in any respect, the invalidity, illegality, or unenforceability shall not affect any other provision of this Contract, and this Contract shall remain in effect and be construed as if the invalid, illegal, or unenforceable provision had never been contained in the Contract SECTION XVIII. NOTICES. 18.01 NOTICES TO AUTHORITY. Notices to Authority required or allowed by this Contract shall be in writing and be given by hand-delivery or by depositing the notice in the United States mail, postage prepaid and registered or certified, with return receipt requested, to constitute verification of receipt of same notice, and addressed to the party to be notified, For purposes of notice, the addresses of, and the designated representative for, receipt of notice for each of the parties shall be shown above the signatures of the individuals who signed this Contract on behalf of the Authority and the Cities, Any party may change its address by giving written notice of the change to the other parties at least fifteen (15) days before the change becomes effective, 18.02 NOTICES TO CITIES OF SAMPLING, METER CALIBRATION AND OTHER OPERATIONS. Notices between City and Authority regarding matters of sampling, meter calibration, and other operations as required or allowed by this Contract may be electronically transmitted, An electronic reply from the receiving party, indicating receipt and approval of the other party's transmission, shall constitute verification of receipt of such notices, 18,03 PAYMENTS, Payments to Authority shall be hand-delivered or sent via United States mail, postage prepaid, Electronic payments to the Authority, with prior approval by Authority, shall be permitted SECTION XIX. PLACE OF PERFORMANCE. 19.01 PLACE OF PERFORMANCE. 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, said Tarrant County, Texas, being the place of performance agreed to by the parties to this Contract. 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, SECTION XX, CAPTIONS AND RULES OF INTERPRETATION. 20.01 CAPTIONS AND RULES OF INTERPRETATION, The captions and section headings used in this Contract are for the convenience of the parties only and shall not be used in construing this Contract This Contract has been negotiated at arm's length and between persons sophisticated and knowledgeable in wastewater matters, and experienced and knowledgeable legal counsel has represented each party, Accordingly, any rule of law or legal decision that would require interpretation of this Contract against the party that has drafted it is 10 a' 1 City Secretary Office . ~ Official Record Copy not applicable and is waived, The provisions of this Contract shall be interpreted in a reasonable manner to affect the purposes of the parties and this Contract. IN WITNESS WHEREO~ the undersigned Authority and 'Cities execute this Contract in duplicate originals on {f."~ .;;;.¡. 2001, at Tarrant County, Texas, each of which is deemed to be an original. ¡ APPROVED AS TO FORM CITY OF HURST, TEXAS 1505 Precinct Line Road Hurst, Texas 76053 John Boyle, City Attorney BY: TITLE: DATE: ATTEST: APPROVED AS TO FORM: CITY OF NORTH RICH LAND HILLS, TEXAS 7301 N,E, Loop 820 North Richland Hills, Texas 76180 Rex Mcintire, City Attorney ~' . BY."~ TITLE: City Manager \, DATE: 11/06/01 ATTEST: >~~~,¿,~ .~ {~L~ ;~ ;<~'(~ :...,........~ ~$'c }J:l.:" n "'~(',.., ,.0 -.::.. " ',(;' ~~{ r " . ~rn : '/ ". h .":.¿",~ :',~"'" À U .:c,;. 11 S City Secretary Office ~J Official Record Copy /;'¡"II ''''-it-'' TRINITY RIVER AUTHORITY OF TEXAS 5300 South Collins P,O, Box 60 Arlington, Texas 76004 , DANN~ger DATE: ¿)~d.+, d..CtJ/ ATTEST: 12 $ City ~ecretary O!~ce ~ Official Record CU~JY