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OR 88-406 Designates City Manager as General Manager of Municipal Utility District 1 AN ORDINANCE OF THE CITY OF COPPELL, TEXAS ORDINANCE NO. 88406 AN ORDINANCE OF tHE CITY OF COPPELL, TEXAS, DESIGNATING THE CITY MANAGER OF THE CITY OF COPPELL, 'rEXAS, AS THE GENERAL MANAGER OF THE COPPELL MUNICIPAL UTILITY DISTRICT NO. 1; AMENDING ARTICLE 1-5 OF THE CODE OF ORDINANCES OF THE CITY OF COPPELL, TEXAS, TO REFLECT SUCH DESIGNATION; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND DECLARING AN EFFECTIVE DATE. WHEREAS, in November of 1973, the City of Coppell received a petition requesting that the City authorize the creation of Coppell Municipal Utility District No. 1; and WHEREAS, said petition was duly considered by the City Council of the City of Coppell on November 20, 1973, resulting in the adoption of City of Coppell Ordinance No. 128, a copy of which is attached hereto as Exhibit "1"; and WHEREAS, the consent of the City of Coppell for the creation of such Municipal Utility District was granted subject to the terms and conditions set forth in Exhibit "A" attached to said Ordinance No. 128; and WHEREAS, one of the conditions of said ordinance and the consent given by the City of Coppell for the creation of such Utility District was that the City designate an official representative to be the General Manager of Coppell Municipal Utility District No. 1 in order to properly and efficiently carry out the contractual duties to be performed by the City; and WHEREAS, consent to the creation of said District required that the District and the City enter into a contract whereby the City would provide operation and maintenance of the District's facilities; and WHEREAS, the City did on March 25, 1975, enter into a Water Agreement and a Sewer Agreement with Coppell Municipal Utility District No. 1 wherein the City assumed full maintenance and complete operation of all easements, sites, right-of-ways, interests in land and of all facilities constructed by the District, and agreed to perform any and every other thing necessary or incident to the operation and management of an efficient water and sewer distribution system. Copies of said agreements are attached hereto as Exhibits "2" and "3"; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF COPPELL, TEXAS: SECTION 1. DESIGNATION OF COPPELL CITY MANAGER AS GENERAL MANAGER OF COPPELL MUNICIPAL UTILITY D~STRICT NO. 1 Pursuant to City of Coppell Ordinance No. 128, the City Manager of the City of Coppell, Texas, is hereby designated as the City's official representative to be General Manager of Coppell Municipal Utility District No. l. That the Code of Ordinances of the City of Coppel], Texas, be amended by adding thereto a new Section 1-5-9 to reflect such designation. SECTION 2. DIRECTIONS TO CITY MANAGER That the City Manager promptly take such action as is necessary to clarify all agreements with Coppell Municipal Utility District No. 1 and perform all duties and responsibilities in connection with the General Management of the Coppell Municipal Utility District No. 1. SECTION 3. REPEALING CLAUSE All ordinances, or parts of ordinances, inconsistent or in conflict with the provisions of this ordinance are hereby repealed. SECTION 4. SEVERABILITY CLAUSE If any article, paragraph or subdivision, clause or provision of this ordinance shall be adjudged invalid or held unconstitutional, the same shall not affect the validity of this ordinance as a whole or any part or provision thereof, other than the part so decided to be invalid or unconstitutional. SECTION 5. EFFECTIVE DATE This ordinance shall take effect immediately from and after its passage as the law in such cases provides. DULY PASSED by the City Council of the City of Coppell, Texas, this the ' day of ]7~Pt-c~ , 1988. APPROVED: ATTEST: Y SECRETARY APPROVED AS TO FORM: \ O~INk~CE G~NTING PETITION FOR ~ INCLUSION OF ~' ;' " L~ND IN COPPELL ~UNICIPAL ~ILI~' DISTRICT NO. 1 ~ "., ~EREAS, the City of Coppetl.has received a Petition requesting that the City of Coppell, Texas, grant.its consent to the inclusion is wholly within the corporate limits of the City of Coppell, which Petition further requested that the City grant its consent to the creation of said District, and which Petition is attached here~o and incorporated herein by reference for all pu~oses, and h~EREAS, said Petition has been duly considered by the City Council of the City of Coppell, Texas, and ~EREAS, the granting of said Petition and the inclusion of the ~herein described land within the boundaries of the proposed Coppell Municipal Utility Dis- trict No. 1 and the granting of the City's development and use of the land to be included in the District and will promote and protect the general health, safety and welfare of persons residing therein; NOW, THEREFORE, BE IT ORDAINED BY ~ CI~ COUNCIL OF T~ CITY OF COPPELL, TE~S: 1. ~at the Petition for the consent of the City of Coppell for the in- clusion of land within Coppell Municipal Utility District No. 1 and requesting that the City grant its consent to the Creation of said District be, and th~ same is here- by in all things granted and approved. 2. That s~id Petition is granted subject to those terms and conditions set forth in E~ibit A, a=tached hereto and incorporated herein for all purposes, and in addition to all the rights and remedies provided by the laws of the stat~ in the event the District violates the terms and provisions of the City's written consent, the City shall be entitled to injunctive relief or a wri~ of mandamus issued by a court of competent jurisdiction restraining, compelling or requiring the District and its officials to observe and comply with the tems and provisions prescribed in the City's written consent to the inclusion of land within the District. PASSED ~YD ~PROVED, this 20th day of November , 197~. blayor, City of Coppell AssiS~'j~t ity ezreta~%'7 ' ' City of ~,/e;~pel:, Te×as' KKHIBIT "1" (SEAL) EXHIBIT A TO ORDINANCE N0.128 The City of Coppell, Texas, consents to the inclusion of land within the corporate limits in Coppell Municipal Utility District No. 1 and consents to the creation of said District subject to compliance with the following terms and conditions: 1. The District shall submit all plans and specifications for the construction of public facilities by the District to the City for its review and approval, and the District must obtain the written approval thereof by the City prior to the submission of the approval of any bond application to the Texas Water Rights Commission. (Such approval shall appear as a notation on the plans and specifications). The construction of said approved improvements must be in accordance with the approved plans and specifications and applicable standards of the City, and no change orders therein shall be effective without the prior written ap- proval of the City. During construction, designated representa- tives of the City may make periodic on-the-ground inspections. Upon completion of the construction of improvements, the City shall be furnished "as-built" plans of all improvements'. The City shall be reimbursed for all costs reasonably incurred in reviewing and approving of the Districts plans and specifications and in the making of the periodic inspections. 2. The District mmst obtain appropriate easements, sites and right-of-way for facilities to be constructed, and said easements, sites and right-of-way shall be in accordance with standard City requirements therefor; and construction therein must be in ac- cordance with the appropriate City rules, regulations and stan- dards. 3. Bonds may be issued only after written approval of the projects to be constructed with said bond proceed- has-been offi- cially granted by the City. Bonds sb. all be sold only after the taking of public bids therefor and bids therefor pursuant to pub- lic notice duly given as provided in r%ectien 54.5121, Texas Water Code. Professional fees paid by the District shall be consistent with fees approved for pavement by Municipal Utility Districts by the Texas Water Rights Commission, or its successor. 4. The proposed Temporary Board of Directors of the District shall be submitted to and approved by the City Council prior to their submission for the consideration of the Texas Water Rights Commission, or its successor. 5. A copy of the District's annual audit of fiscal accounts prepared pursuant to Subchapter K, Chapter 50, Texas Water Code, shall be furnished to the City within thirty days after the re- ceipt of the audit by the District. 6. Upon the creation of the District, it is agreed that the District and the City shall enter into a contract whereby the City will provide for the proper maintenance of the District's facil- ities and provide any required operation thereof. In addition, the City will provide any necessary billings for services. Said contract shall provide for the designation of the City's official representative to be the General Manager of the District in order to properly and efficiently carry out the contractual duties to be performed by the City. It is expressly agreed and understood that the City will be reasonably compensated for the provision of all services and materials furnished to the District, includ- ing any professional services obtained by the City in order to properly perform its contractual duties. 7. The District shall agree that no Petition for Annexation shall be considered without the prior approval thereof by the City Council, whether the area to be annexed is within or without the corporate limits of the City of Coppell. 8. The City may acquire, at its option and election at any time, the facilities an~ assets of the District upon the asslunption of all bonded indebtedness of the District. In no event shall the District base the value of its properties on any basis other than its then outstanding indebtedness. 9. The District shall be created b~r t~.e general la~.Js of Texas applicable to Municipal Utility Districts including with- out limitation those conferred by Chapter 54, Title 4, Water Code, but if any provision of the general law is in conflict or incon- sistent with the above terms and conditions, then such terms and conditions shall prevail unless expressly waived in writing. STATE OF llEXAS t CDUNTY OF DALM, S t WATER AGRES ,ENT ---, T~S ~G.I=~'~.T .is. bade'and-entered into as of the · 25th :day cf Earth , 1975, by an~.bet~een the CITY OF CD?PE'LL, TECAS, a municipal c~_--_~_~oration of the State Cf Texas, acting under the laws cf the State of Texas (heroin- after ca!ied'~City"), and COPPELL MUNICIPAL UTTTJT~y N0. ! (heroinafter called "District"): " WITNESS'ETE: ..-L ........ ~.=RL~.c, District was created pursuant to an Order of the Texas Water Rights Comr~issiSn for the pur;.~cse of providing water, sanitary sewer and drainage facilities; and · ._._~yLR~_~c,..City.ccnsented to.the fc_-m. ation of Dist_~ict '-' wholly within its corporate liZit~ and as a condition thereof ..... reserved ce_--=ain rights to the City and fu_'~_her provided -- ~_ in due.course the parties wcu!d execute an agreement relating to ccnsz_--uc:icn of such facilities by Discriot and the cFera- · -ticn and maintenance of such facilities by City; NOW, T~.=~ORi, FOR AND IN CONSiDEP~TION cf the mutual benefits, promises and covenants contained heroin, District -- and Cizy hereby agree ~nd contrac= as fc!!ows: District agrees to ccHstruct, and City agrees to oper- ate and ~aintain, ce_--=3~n facilities for the tr~spcr=ation and delivery cf wa:er to be ccns:rccted by Discriot, according to the tans and.conditions hereof, as fc!!ows: !. CONSTRUCTION OF FACiLITiES !.! District will ~e sc!e!y respcnsi~!e fsr the ao-.~uisi- tion of all sites, eas~menzs, rights-of-way and cther interests - 2 - in land, and for the purchase, ac-.-uisiticn, constraction and insta!!aticn of all facilities necessary tc transport and deliver treated water from such point(s) as District and City may determine to connect their respective systems and facili- ties to the customers to be served ~y ~he ~istrict, including --. cos; of such co~.~ection(s) to.City's system. 2. OPE.RATION AND MAINTENANCE _2.1 City agrees ~o assume the full and complete opera-_. tion and maintenance'of all easements, sites, rights-of-way and other interests in land ac-.-p/ired pursuant heroic and of all facilities constraczed hereunder by the_District. City shall be respons. ible for 'service to District c=stomers, in- cluding but not limited to co!lacticn of tap fees, stand-by fees, completing customeras connection to the system, admin- istration of service deposits, monthly billing and coi!ecticn of such bi!!ings.'for-water service, and any and every other ....... thing necessa_'-y or.incident to the operation and management of an efficient water distribution system. City further agrees that operation and maintenance cf District's system shall be in accordance with recognized sysz.~ms and practice~ as followed by City in the operation of its own water system. ......... 2.2_. District shall adopt rates for water service to customer~ of__District's syst~ which are consistent, to the extent possible, with rates charged for the same services by City. No free sereice of the system shall be allowed to any =4~-- corporation or org~izaticn whatsoever.' person, ..... , 3. BILLING AND PAYPINT ......... 3.!--City sha!!iccmpute_mon~hly the ratio that the .~uantity of wa~er use a!!ccable to District's customers bear~ to the tctal quantity used by all water users supplied by City for.-that-month,.and Dis=ric~ shall be charged its pro- rata share of such total cost according to City's cost of such water. 3.2 City shall deterrn..ine, month!y, the actual cost of operating and maintaining District's system, as set cut here- in. Such cost shall include all !abcr, materials, supplies, transportation ~d other applicable out-of-pocket expenses incurred in operating and maintaining Distric='s water system. The rote! mcn=h!y cost shall he charged against all revenues received or cn ha~.d, save and except customer service deposits which shall be held by City in a separate fund, and, subject to Section 3.4 hereof, excess revenues remitted to the District; provided, however, that City shall bill District for any costs - 3 - in excess of usable revenues, as set out heroin, and District shall r~it within tan days of receipt of such bill. 3.3 City shall provide monthly~ln~naudited ~t~Ement.~ to District listing all receipts and disbursements a!!ocable to District's system. City shall fu~her provide an annual budget, in Septer~er of each year, settinq cut City's bes~ estimate of the projected costs for the ensuing fiscal year (October 1 through September 30). 3.4 Di~rrict'sha!l provi~ a deposit in the arnoun~ cf S2,500.00 at such tLme as City is notified to assume the oper- ation and maintenance of Dis~rict's system'under this Agreement.. Suck deposit skz!! be used by City to pay monthlyco~tz in ex- cess of monthly revenues. To the exten~ receiFt~ exceed ccszs in any m~nth, City may replenish such deposi~ ~o the. original balance. 3.5 City -shal! ~rovide District a~ua!!y with an a~dit~'st~t~ment cf all receipts and disbursements related to Cizy's operation and maintenance of Dis'ric~'s syste pur- suant 'to this Agreement. 4. SPEC!~ COrNeTS 4.1 Distric~ aqr~es to 5e respcns~!e for and to inde~ify' a~d hold ha~!ess City, its aqent~ and ~mployees, from all los~ or daaqe and any or all c!a~s, suitz and a'Ctic~s cf any kind cr description arising by reason cf accident, injuries cr d~aqe ~o persons or property, caused or resultinq from ~cts '0r cmission~ of Di~tric~ arisinq' from the perromance of the work provided for in this Agreement. ...... 4.2 City will n~t petit a~y person to make ~ny water connection or do any p!~q work on any of the water lines of District except that same shall be done in compliance with the then governing ordinances if any, of City. 4.3 It is e~ress!y agreed and understood that the City shall never be liable to the Diztric% or any ef its citizens for th~ fai!ur~ to furnish a~ a~e~ate wa~er supply in ~ny of the following eve. zs ocsurrinq by reason cf fcr~e maje~e or other cause no~ within the control of City: (1) it davelopes that City finds it necessary to restric~ or cur~ai! the use of water under the provisions hereof; (2) the pres- sure, amcun~ or qda!ity of water fails; (3) the wa~er becomes cont~inated; or (4) the City becomes unable to fznish thi~ water se~ice as a resul~ of sabotageF cr any other zeascn be- yond the control cf City. 5. APPLICA_mLE LAWS 5.1 This Aqree_men~ is entered into by each of the partie~ he~eto, ~ubject to the provisions of the Constitution and applicable ~=a~e laws, or any samendmer~ ~f either source -~- of power or authority under which each respective pa.--z~y acts in e~terinq into this Agreement. 6. FORCE ~JEUE 6.1 If by reason cf force majeure, either percy hereto zhal! be rendered unable 'wholly or! in par~ to car. y cut its obligations under this Agreement, then if such par~y shall give notice and full panlot!are of ~uch force majeure in writing to the other pa~y within a reasonable time ~after occurrence of the event cr cause relied on, the obligation ofthe 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 !onqer period, any such party shall endeavor to remove or overcome such in~ ability with all reascnable dispatch. The term "Force. Majeurs~ as ~mployed heroin shall mean acts cf God, s~trikes, lockouts or .... other industrialdisturbances, acts of public enemy, orders of any kind of the Goverrnent of the United States or the State of Texas, cr any civil or military ~uthority, L~surrection, riots, epidemics, landslides, !ightninq, .earthquake, fires, hurricanes, ..... storms, floods, washcuts,~drouths, arrests,-restraint of gcvern- ment and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure cf water supply, and ina~i!ity on the part of City to deliver water hereunder for-any reason, crDistrict to receive warethereunder for any reason~ cr on account of any other causes not reasonably within the control cf the pa_---.y c!aLming -- such inability. ....... 7. EFFECTi~ DATE 7.1 It is understood and agreed that the provisions hereof shall be effective upon the execution hereof but Dis- trict shall not be obligated for any payments hereunder, save and except for the deposit provided in Section 3.4, until all facilities and appuxenances necessary to allow the City to receive sewago hereunder have been constructed and certification of completion and acceptance has been giv~ to District. 8. TEP_M AND NOTICE 8.!' This Agreement shall be for a ten of five (5) years from the date of the first taking of water hereunder, and shall - 5 - be aut$matic~!!y renewed for additional five (5] year periods unless previously term,,inated. This Agreement 'may be ter~-..ina~ed by either pai-~,y heroic upon written notice of ter. ination being given the te_'-~ha~ion 8.2 Any notices required to be given heroin sSa!! be deemed to have been sufficiently given to either par~y for all purposes hereof if mailed by ce_".ified mail, postage pre- paid, addressed as follows: ~!TY OF COPPELL, TEXAS: City Of Coppe!! Coppe!! City Hall .P. O. Box 478 Coppe!!, Texas 75019 · COPPELL ..uUNTCIPAL UTILITY. DISTRICT NO. ! Coppe!! Municipal Utility District No. 1 c/o-.Phy-& Shor~,l-Attorneys for the District P. O. Box 988 Dallas, Texas 75221 or to such other.respective address as the parties may desig- _hate. from time to time in-writing in accordance with this notice provision, IN T~_STiMONY W~-----P--=OF, the City has caused this instru- ment to be signed in its corporate naIne, and on its. behalf by its Mayor therecf~ a-,tested by its Acting City Secretary, with its corporate seal affixed; and the District has caused this instrumen', =o be signed in its name, with its seal affixed, thereby binding themselves, their successors, assigns .and representatives for the .faithful and full perform. shoe cf the te_~ns and provisions of this Contract, individually jcint!y and severally, EXICUTED AS OF T..~E-_ DAY AND DATE first above written. CITY OF CSPPELL, TEiCIS B / Mayor Ac=ing: Ci:y (CITY SEAL) APPROVED: _,-r~/,~,,~/~, //:' :~,~ City A~zcrney ~/. COPPFLT. MUNICIPAL UTILITY DISTR/CT NO. 1 ATT_~ST: (DISTRICT · STATE OF TE<AS t SANITARY SEWER AGREE ENT COUNTY OF DM_LAS ][ THiS AG~E~'~_TN.T is made and entered into as of the 25th day of Mar~h , i97S, by and between'the ' CiTY OF COPFELL, TZX~S, a municipal corporation cf the State cf T~_~as, acting ~-.der the laws cf the State cf Texas (here- insfret ca!!ed.."~ity"], and COPPFrJ, MUNiC!~AL UTZLiT~ DISTK~CT NO. ! (heroinafter called "DiStrict"): ' .... WITNESSETE: W~iE.~F_~S, District was ore[ted pursuant to an Order of ~ "Lhe'Te~as:'Water Rights Ccraissicn=~for'vthe purpose of ~rcvidinq water, saHitary sewer and drainage facilities; and ~E.~L~S, City consented to the fcrm..aticn of District 'wholly within its corporate !t~its and as a condition thereof .......... reserved ce~ain rights tc the .City and further provided that ......... in due-'ccurse-the-par~-ies would execute an agreement relating to'cBn~_-uhticn"~f 'sech facilities by District and the operation and maintenance of such facilities by City; NOW, TP~ORZ, FOR A/qD IN CONSIDERATION of the mutual benefits, przmises ~d covenants contained heroin, District and City hereby agree ~nd contract as fc!!ews: District agrees to constr~ct and City agrees to operate and maintain, facilities for the transFcraticn cf sanit=__-y sewage to be cuns'._--acted by District, according to the ter--s am.d c~nditions hereof, as fellows: I. CONSTRUCTION CF FACILITIES 1.! District will ~e scie!y respensi~!e for the ac%iuisi- ticn of all sites, easements, rights-of-way and ether L-.~erests in lank, and for the purchase, azT~isiticn, constraction and - 2 - insta!!aticn of all facilities necessary to transpcr~. sani- tary sewage to and connect with City's sanitary sewer system at such Deliver Point(s) as City and.District may mutually dete_--/ine. District will construct a metering station and install appropr/a=a_me=erinq ~quipment at such Delivery Poin-,[s) for the purpose of'mezering the quantity of sewage discharged into City's system. 2. OPE.RATION AND ~IINTENANCE -- 2.1 City agrees to assume the full and comp!eteI operation and maintenance of all easements, !sites, rights- of-way and other interests in land acquired_pursuant herezo and of all facilities constructed hereunder by the District. City further agrees that such operation and management shall be in accordance with aDo~-~blo methods and practices foI- !owed by City in the operation and management cf City's own -sanitary sewer.system, which methods and practices shall be consistent with those 9enera!!y accepted by the_industry in- ...... the operation and management of an efficient sanitary sewer system. ...... 2.2 City shall assume.operation a~d management of the District's system ~ediate!y upon notice in writing by Dis-- trict to City of the ccmp!etion thereof. As used in t~is Agreement, operation and management includes operating and -, maintaining the facilities, making service taps and connec- I ticns to the collection facilities, billing and collecting from ~ the customers of the system the service deposits (which shall be retained by City), connection charges and sol-vice fees set ..... by District,_furnishing such personnel as may be requlred, mak- 'ing necessary repairs and replacements, and doing and perform- .... . inq any and every other thing necessary cr incident tc the .. operaticn,=maintenance=and-manag~ment of an efficient sanita---y sewer system. The City shall have the authority to disconnect and discontinue the se!-vice of any customers connected to the ' '] system who are de!in.cuent in payment of their service bills cr who are in violation cf this Agreement c= the roTelations or policies applicable to the system. 2.3 District agrees that this Agreement shall be subject in all thh~gs to the agreement by and between City, the Trinity River Authority of Texas ("Authority), and =he City of Carroll- ton. 2.4 District agrees to establish and maintain such rates for sewage discharge services as are consistent, to the extent possible, with rates charged by City for such services. -- 3 - No free serzice of the system shall be allowed to ~y person, firm, ccr~rcration cr orga.~ization whatsoever. 3. BILLING AND 3.1 All se~age from District's system shall be dis- chzr~ed into City's system. For such sa~ise, DisZric:.sha!! pay Ci:y's c:s= per =hous~ gallons as c'~rent!y paid by City or as ray be heroinafter aended. Ci=y shall mcnt~y the qu~=ity of sewage discharged into City's by District's system, and Dis=ric shall be ch~ea for 3uch qu~ti=y at the a~ove rate. 3.2 Ci=y shall deter!no, ~nth!y, ~he ac:ua! cost of operating and main:aining Dis:ric:'s sys:~m, as set out heroin. Such cost shall include all !~cr, mteria!s, sup- plies, trznspcna:icn and c=her applicable out-of-pocket expenses incurred in operaZing and min=aining Dis=ric:'s sanity' sewer sys:sm. The total monthly ccs= shall char~ed against all revenues received cr on hand, save and ~cep= customer se~ice depcsits which shall be. held by City in a separate fund, and, s'~ject to Section 3.~ hereof, ex- ..... cess revenues related to the Distrio:; provided, however, that City shall hill Diszric= for any 'com:s in ~cess of us~le revenues, as se= out heroin, and District shall r~it -within'ten days of receipt cf su~n bill. 3.3 City sh~l! provide monthly an unaudited statement to District listing all receipts and disbursements a!!ocab!e to Dis:rict's system. City shall ~unher provide ~ a~ua! budget, in Sepz~T~er cf each year, se:ting cut City's bee= est~ate of the projec:ed costs. for the ensuing fiscal year (October ! through Septe~er 3.4 District shall provide a depcsi: in the ~cunt of S2,500.00 at such .t~e as City is notified to ass~e the oper- ' a:lcn and ~ain:enznce of District's system under this Agree- ment. Such deposit shall be used by City to pay mcnth!y costs in excess cf mcnth!y revenues. To the ex:ent receipts ~ceed costs in ~y month, Cit~ may replenish such deposit =o the original b~ce. 3.5 City shall provia~ Distri~ annually with audited statement cf a!! recelpts and disbursements related to City's operation. and ~in-~sn~ce cf Dis=ric:'s syZ~ suet to this Agre~ent. 4. SPEC~L C0~N~TS 4.1 Dist~_ct agrees to be responsible for ~d ind~ify and hc!d had. less City, i=s agen?s and 9mp!cyees, - 4 - from all loss or damage and any or all claims, suits and actions cf any kind or description arising out of this Agree- ment Or by'reason of aceidaho, injuries or d~mage to persons cr property, caused or resulting from acts or omissions of Dis~ric=3_risLnq from ~he performance of ~he work provided ... for in this Agreement. 4.2 This Agreement shall be subject in all things to the agreement by and between City, the Trinity River Authority of Texas ('Authority"), and the City of Carrollton, or any amendment or successor thereto, under which City p~rchases transportation, treatment and disposal of its sewage. 5. APPLICABLE LAWS ~ 5.1 This Agreement is entered into by each of the ' ~arties heroic, subject to the provisions of the Constitution and applicable.State laws, or any a=nen~ment cf either source of power or authority under which each =aspectire paJ_ty acts in .entering into this Agreement. 6. FORCE M~JEURE 6.1 If by reason of force maje~e, either pa_---.y hereto shall be rendered unable wholly or in pan to carry out its obligations under this Agreement, then if such x _VnL'7_ ~sha!! give notice and full particulars of such force majeure in writing to the other par-_y within a reasonable time after occurrence of the event or cause relied on, the cb!igat4cn of the party giving such notice, so far as it is affected ...... by such force majeure,-sha!! be suspended during the con- tinuance of the inability then 'claimed, but for no longer period, and any..such pony shall endeavor to r~move cr over ..... c~me such-inability with-all reasonable dispatch. The term "Force Majeure" as ~mployed heroin shall mean acts cf God, strikes, lockouts or_other industrial disturbances, acts 'of public enemy, orders of any kind of the Goverrae_~z of the United States or the State of Texas, or any civil or military authority, insurrection, riots, epidemics, land- slides, lightning, earthquake, fires, hurricanes, Storm.~q, floods, washouts, drouths, arrests, restraint of govern- ment and poop!e, civil distur~ances, exp!osions, breakage cr accidents to machinery, pipelines cr canals, pa_~ial or entire failure of water supply, and inability on the part cf City to. receive sewage he.~%~nder fur any reascn, or Dis- trict tc discharge sewage here~nder for any reason, cr on account cf any other causes not reasonably within the con- trol of the party claiming such inability. - 5 - 7. KFFECT:FV~ DATE 7.1 It is underztood ~d agreed that the provisions hereof shaf! be effective upon the execution hereof but Dis- trict shall not be obligated for any payments hereunder, save and except for the ~eposit provided in Section 3°4, until all faci!itie~ and appuzenances necessary to allow the City to receive sewage here~der have been constrJcted and certification of completion ~d aczeptance has been given to District. 8, ADDZT!ONki FACIL!TTES ._ 8.1 District would further agree that at such time as City determines ~a~ Ci~y's system is approaching maxi~ capacity due to the ~$uz% cf sewage discharged from District's system into City's system, District [~d City will consider a!te,~a~ive solutions and District will either (!) contract directly with other entities for transpoz--.ation, treatment and disposal of 'sewage, (2) paxicipate pro-rata with City in --- cons%r~ct_ion of additional facilities, cr both, or (3) make such other arrangements for such transports%ion, treatment and disposal of sewage as the parties may agree.~ 9. TEKM AND NOTICE -. ....... 8.1 This Agreement shall be for a te_--m of five ...-=:._.-- years-from the date .of the first delivery of sewage hereunder, and shall be automatically renewed for.additional five (5) year periods unless previously terra. inated. This Agreement may be te_~Tainated by either pa_--Z.y hereto upon ~ritten notice cf ter- ..... minerich being given to the other parz. y not less than sixty (60) days prior to the te_~ination ~ate. ..... ~= ._ _S.2._Any notices recuired-~o be given heroin shall be ..... R~e~'{~hlVe been ~uffi~f~nt!~ given to either party for all purposes hereof if mailed by cer-.ified mail, postage prepaid, addressed as follows: CITY. OF CCPPELL, TEYlS City cf Ccppe!! Coppe!! City Hall P. O. Box 478 Coppe!!, Texas 75019 COPPELL MUNICIPAL UTILITY_ DiSTE!CT NO. 1 Coppe!! }funicipa! Uti!it-y District No. 1 c/o Phy & Shot--., Attorneys for the District P. O. Box 988 oo Dallas, Texas 75221 or to such cther respec'_ive address as the parties may desig- ner-" from tL~e to ti~e in writing in accordance with this no=ic~ provision. ~ TESTIMONY W~E~EOF, the City has caused this instrc- ment to he signed in its corporate name, and on its behalf by its Mayor thereof, attested by its Acting City Secretary, with its corp. crate seal affixed; and the District has caused this instrument to be signed in its n~=e, with its sea! affixed, thereby binding themselves, their suc=essors, assigns and representatives for the faithful and full perfo_--mance of the terms and provisions cf this contracE, individually, jointly and severally. EXECUTED AS OF TFS DAY A2qD DATE first aJ~ove written. CITY OF COPPELL, TEY_~S ATTEST: ..... ~ .... ~yor Aczin~ City ~cIeUa~ (CITY COPPELL MUNICIPAL UTILITY DISTRICT NO. ! ATTEST: Pr_esiden~, Board cf Directors Secre-_u--_y, Board oz DEtectors (DISTRICT S~2AL)