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Resolution 2018-23RESOLUTION NO. 2018-23(R) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS, HEREBY AUTHORIZING THE MAYOR OF THE CITY OF WYLIE, TEXAS, TO EXECUTE THE INTERLOCAL COOPERATION AGREEMENT BETWEEN THE NORTH TEXAS MUNICIPAL WATER DISTRICT, THE CITY OF MURPHY, AND THE CITY OF WYLIE FOR ADDITION OF THE MAXWELL CREEK METER STATION TO THE MUDDY CREEK WASTEWATER INTERCEPTOR SYSTEM. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF WYLIE, TEXAS: SECTION 1: The Mayor of the City of WYLIE, Texas, is hereby authorized to execute, on behalf of the City Council of the City of WYLIE, Texas, the Interlocal Cooperation Agreement between the North Texas Municipal Water District, the City of Murphy, and the City of Wylie for addition of the Maxwell Creek Meter Station to the Muddy Creek Wastewater Interceptor System. SECTION 2: This Resolution shall take effect immediately upon its passage. RESOLVED THIS THE 12th day of June, 2018. ATTEST TO: i,_ J 1 1. STE' HANIE STORM, City Secretary Resolution No . 2018-23(R) Execute The Interlocal Cooperation Agreement Between The North Texas Municipal Water District, The City Of Murphy, And The City Of Wylie For Addition Of The Maxwell Creek Meter Station To The Muddy Creek Wastewater Interceptor System. 1 EXHIBIT "A" Interlocal Cooperation Agreement Resolution No . 2018-23(R) Execute The Interlocal Cooperation Agreement Between The North Texas Municipal Water District, The City Of Murphy, And The City Of Wylie For Addition Of The Maxwell Creek Meter Station To The Muddy Creek Wastewater Interceptor System. 2 INTERLOCAL COOPERATION AGREEMENT BETWEEN NORTH TEXAS MUNICIPAL WATER DISTRICT, CITY OF MURPHY, AND CITY OF WYLIE FOR ADDITION OF THE MAXWELL CREEK METER STATION TO THE MUDDY CREEK WASTEWATER INTERCEPTOR SYSTEM THIS AGREEMENT (the "Agreement") made and entered to by and between the North Texas Municipal Water District (the "District"), a conservation and reclamation district created under Article 16, Section 59, of the Texas Constitution, the City of Murphy, Texas ("Murphy"), a home -rule municipality and political subdivision of the State of Texas, and the City of Wylie, Texas ("Wylie"), a home -rule municipality and political subdivision of the State of Texas, also all each referred to as a "Party," or collectively, the "Parties." WITNESSETH: WHEREAS, the Interlocal Cooperation Act (the "Act"), codified as Chapter 791, Texas Government Code, authorizes any local government to contract with one or more local governments to perform governmental functions and services under the terms of the Act; WHEREAS, the District, functioning under Article 16, Section 59 of the Texas Constitution, pursuant to Chapter 62, Acts of the 52nd Legislature of the State of Texas, Regulation Session, 1951, as amended, (the "District Act"), has the authority to provide and develop regional systems for wastewater treatment; WHEREAS, Murphy and Wylie each presently own, operate, and maintain their respective combined waterworks and sanitary sewer systems; WHEREAS, the District and Murphy entered into that certain North Texas Municipal Water District — City of Murphy Sanitary Sewer System Facilities Installment Sale Contract, dated May 26, 1994 (the "Sewer System Facilities Contract"), whereby the District agreed to finance the acquisition and construction of a sanitary sewage collection system for the benefit of Murphy, including the Maxwell Creek Meter Station (hereinafter defined); WHEREAS, pursuant to the Sewer System Facilities Contract, the District agreed to maintain ownership of and title to the sanitary sewage collection system until such time as the bonds issued therefore were paid in full, at which time ownership of and title to the facilities automatically conveyed to and vested in Murphy; WHEREAS, the bonds issued pursuant to the Sewer System Facilities Contract have been paid in full; WHEREAS, by letter dated May 12, 2017 from the District's Executive Director to the Murphy City Manager, included herein as Attachment A, the District confirmed the conveyance of ownership of the sanitary sewage collection system to Murphy effective October 1, 2017 (the "Conveyance Letter"); Maxwell Creek Meter Station Agreement 1 WHEREAS, in order to provide regional wastewater service in the general area of portions of the Trinity River within a watershed or drainage area including Muddy Creek, in Collin County, Texas, the District, Murphy, and Wylie entered into that certain Muddy Creek Regional Wastewater System Contract, dated May 27, 1999 (the "Regional Contract"); WHEREAS, in order to provide facilities to adequately transport wastewater from the Participants (hereinafter defined) to the District's Regional Wastewater System (as further defined herein), the District, Murphy, and Wylie entered into that certain Muddy Creek Wastewater Interceptor System Contract, dated May 27, 2004 (the "Interceptor System Contract"), included herein as Attachment B, for the purpose of acquiring, constructing, improving, operating, and maintaining a wastewater interceptor system (as further defined herein, the "Interceptor System"); WHEREAS, the Maxwell Creek Meter Station was constructed as part of the Interceptor System to connect Murphy to the Interceptor System and Regional Wastewater System; WHEREAS, the Maxwell Creek Meter Station is the only point of connection for Murphy and is used to quantify Murphy's wastewater flows into the Interceptor System and Regional Wastewater System; WHEREAS, pursuant to Section 3.06 of the Interceptor System Contract, the District shall furnish, install, operate, and maintain as part of the Interceptor System the necessary equipment and devices for measuring properly all wastewater to be discharged into the Interceptor System by each Participant, which it does for Murphy through the Maxwell Creek Meter Station; WHEREAS, the Parties agree the Maxwell Creek Meter Station should thus remain under the ownership and control of the District pursuant to Section 3.06 of the Interceptor System Contract; WHEREAS, the Conveyance Letter does not specifically address whether ownership of and title to the Maxwell Creek Meter Station was automatically conveyed to Murphy pursuant to the Sewer System Facilities Contract; WHEREAS, the Parties desire to clarify ownership, operation and maintenance, and financial obligations relating to the Maxwell Creek Meter Station; and WHEREAS, the District, Murphy, and Wylie are authorized to make and enter into this Agreement under the District Act, Chapter 30, Texas Water Code, as amended, and other applicable laws. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, and for good and adequate consideration, the adequacy and sufficiency of which are hereby conclusively acknowledged, and subject to the terms and conditions hereinafter set forth, the District, Murphy, and Wylie mutually undertake, promise, and agree as follows: Maxwell Creek Meter Station Agreement 2 Section 1.01 DEFINED TERMS. Defined terms are as shown in the Recitals above and as listed in the Interceptor System Contract. Section 1.02. OWNERSHIP AND TITLE. To the extent it was conveyed by the Conveyance Letter, the Parties hereby agree that the District maintains ownership and control over the Maxwell Creek Meter Station as part of the Interceptor System for the benefit of the Participants hereto and of the Interceptor System Contract. No payment is required to be made by the District to the Participants for such ownership and control of the Maxwell Creek Meter Station as part of the Interceptor System. Section 1.03. POINT OF ENTRY. The Maxwell Creek Meter Station is hereby designated Murphy's Point of Entry into the Interceptor System and the Regional Wastewater System. Section 1.04. RIGHT OF ENTRY. The District agrees to provide the Participants the right of entry and access to the Maxwell Creek Meter Station at all reasonable times for inspection and examination and for any other purpose reasonably related to the provision of regional wastewater service including, but not limited to, those rights and duties imposed upon the Participants pursuant to the Regional Contract and the Interceptor System Contract. Section 1.05. TREATMENT AS PART OF INTERCEPTOR SYSTEM. The parties agree that Maxwell Creek Meter Station is hereby included and shall henceforth be treated as a part of the Interceptor System as defined in the Interceptor System Contract and shall be subject to all the terms and conditions of the Interceptor System Contract, including but not limited to the District's operation and maintenance of the Maxwell Creek Meter Station and the inclusion of such expenses in the Annual Requirement. Section 1.06. EFFECTIVE DATE. This Agreement shall become effective as of the date of the execution hereof. Section 1.07. TERM OF AGREEMENT. This Agreement shall continue in force from the Effective Date hereof throughout the term of the Interceptor Agreement. Maxwell Creek Meter Station Agreement IN WITNESS WHEREOF, the parties hereto acting under authority of their respective governing bodies have caused this Agreement to be duly executed in several counterparts, each of which shall constitute an original, as of the day of , 2018, which is the Effective Date of this Agreement. NORTH TEXAS MUNICIPAL WATER DISTRICT By: ATTEST Robert Thurmond, President, Board of Directors Don Gordon, Secretary, Board of Directors (SEAL) [signatures on following pages] Maxwell Creek Meter Station Agreement 4 ATTEST Susie Quinn, City Secretary (SEAL) CITY OF MURPHY, TEXAS By: Scott Bradley, Mayor [signature on following page] Maxwell Creek Meter Station Agreement 5 CITY OF WYLIE, TEXAS By: Eric Hogue, Mayor ATTEST Stephanie Storm, City Secretary (SEAL) Maxwell Creek Meter Station Agreement 6 wimixtivatim NORTH TEXAS MUNICIPAL WATER DISTRICT Regional Service Through Unit) May 12, 2017 Mr. Mike Castro City Manager City of Murphy 206 N. Murphy Rd Murphy, Texas 75094 Re: Conveyance of Maxwell Creek Trunk Sewer to City of Murphy Dear Mr. Castro: The North Texas Municipal Water District (NTMWD) and the City of Murphy signed a sanitary sewer system facilities installment sale contract on May 26, 1994, to sell bonds for the construction of the Maxwell Creek Trunk Sewer Project. NTMWD had responsibility to operate and maintain the project until the bonds were paid off and the project was conveyed to the city. The bonds for Maxwell Creek Trunk Sewer have been paid off and per the contract, NTMWD shall automatically convey ownership of the project to the City including operations and maintenance of the project. Effective October 1, 2017, NTMWD will cease operating and maintaining the Maxwell Creek Trunk Sewer and will adjust the City's cost of service accordingly. Any escrowed funds maintained by NTMWD on September 30, 2017, for the Maxwell Creek Trunk Sewer will be returned to the City in October 2017. If you have any questions or need additional information, please contact R.J. Muraski, Assistant Deputy Director CIP and Planning, or myself at (972) 442-5405. TWK/RM xc: Mike Rickman, NTMWD Judd Sanderson, NTMWD Sincerely, (44.. THOMAS W. KULA Executive Director/General Manager 505 E. Brown Street • P.O. Box 2408 • Wylie, Texas 75098-2408 • Telephone: (972) 442-5405 • Fax: (972) 295-6440 MUDDY CREEK WASTEWATER INTERCEPTOR SYS ITEM CONTRACT WHEREAS, North Texas Municipal Water District (the "District") is a conservation and reclamation district created and functioning under Article 16, Section 59 of the Texas Constitution, pursuant to Chapter 62, Acts of the 52nd Legislature of the State of Texas, Regular Session, 1951, as amended, (the "District Act"), with the authority to provide and develop regional systems for wastewater treatment; and WHEREAS, pursuant to a Muddy Creek Regional Wastewater System Contract, dated May 27, 1999 (the "Regional Contract"), the District has agreed to acquire and construct a regional system for wastewater treatment in the general area of portions of the Trinity River to serve various parties within a watershed or drainage area including Muddy Creek, in Collin County, Texas (as further defined herein the "Regional Wastewater System"); and WHEREAS, the Regional Contract requires that each of the parties thereto must arrange to provide for the transportation of its wastewater to its point or points of entry into the Regional Wastewater System; and WHEMAS, the parties hereto wish to provide for the acquisition, construction, improvement, operation and maintenance of a wastewater interceptor system (as further defined herein, the "Interceptor System") for the purpose of providing facilities to adequately transport Wastewater (hereinafter defined) from the Participants (hereinafter defined) to the Regional Wastewater System; and WHEREAS, there has been prepared for and filed with the District the plans and specifications, dated May, 2004 (the "Plans and Specifications") with respect to the initial portion of the Interceptor System; and WHEREAS, the parties hereto are entering into this contract in order to control water pollution, and protect, improve, and enhance the water quality of Muddy Creek and the Trinity River and the water supplies impounded therein; and WHEREAS, each ofthe Cities ofMurphy ("Murphy") and Wylie ("Wylie") in Collin County, Texas presently owns, operates, and maintains its respective combined waterworks and sanitary sewer systems; and WHEREAS, Murphy and Wylie have deemed it necessary and desirable to contract with the District to provide for the acquisition, construction, improvement, operation and maintenance of the Interceptor System to achieve efficiencies of cost and operation; and WHEREAS, the District has been and is willing to accept the responsibility of providing improved waste treatment in the service area to protect water quality and develop reuse potential; and WHEREAS, the District, Murphy and Wylie are authorized to make and enter into this Contract under the District Act, Chapter 30, Texas Water Code, as amended, and other applicable laws; and WHEREAS, the parties hereto recognize these facts: (a) That the District will use the payments to be received under this Contract and similar contracts, if any, for the payment of Operation and Maintenance Expense of the Interceptor System and for the payment of the principal of, redemption premium, if any, and interest on its Bonds, and to establish and maintain debt service reserves and other funds if and as provided in any Bond Resolution; and that the revenues under such contracts will be pledged to such purposes; and (b) That contracts similar to this instrument may be executed between the District and subsequent Additional Participants; and (c) That the District will issue Bonds from time to time in the future to acquire and construct the Interceptor System. NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the District and Murphy and Wylie hereby contract and agree as follows: ARTICLE I DEFINITIONS Section 1.01. DEFINITION OF TERMS. In addition to the definitions stated in the preamble hereof, the terms and expressions as hereinafter used in this contract, unless the context clearly shows otherwise, shall have the following meanings: (a) "Additional Participants" means any Person or Persons in addition to Murphy and Wylie with which the District makes a contract for receiving and transporting Wastewater through the Interceptor System. (b) "Adjusted Annual Payment" means the Annual Payment, as adjusted in accordance with Section 5.03 of this Contract during or after each Fiscal Year. (c) "Annual Payment" means the amount of money estimated as provided in Section 5.03 of this Contract to be paid to the District by Participants as their proportionate shares of the Annual Requirement. (d) "Annual Requirement" means the total amount of money required for the District to pay all Operation and Maintenance Expense of the Interceptor System, with the exception of any surcharges paid directly by Participants under Sections 4.02 and 3.04(c) hereof, and to pay the principal of, and redemption premium, if any, and interest on its Bonds, including all charges and 2 expenses of the paying agents and registrars for its Bonds, and to pay any amounts required to be deposited in any special or reserve funds, including a debt service reserve fund and a repair and replacement fund, as required to be established and/or maintained by the provisions of any Bond Resolution. (e) "Bond Resolution" means any resolution of the Board of Directors of the District authorizing the issuance of Bonds and providing for their security and payment, as such resolution(s) may be amended from time to time as therein permitted. (f) "Bonds" means any bonds, notes, or other obligations to be issued by the District pursuant to this Contract for the acquisition, construction, enlargement, improvement, extension, repair, or replacement of the Interceptor System or any part thereof, whether in one or several issues, or any Bonds issued by the District to refund any or all of same or to refund any such refunding bonds. (g) "Construction Fund" means the fund by that name established in Section 2.03 hereof. (h) "Contingency Fund" means the fund by that name established in Section 5.03(g) hereof. (i) "Contract", or "this contract", means this contract among Murphy, Wylie and the District and all similar contracts, if any, executed between the District and Additional Participants. (j) "Fiscal Year" means the twelve (12) month period beginning each October 1 and ending the following September 30, or such other twelve (12) month period as may be established in the future to constitute the District's Fiscal Year. (k) "Interceptor System" means, collectively, the Wastewater transportation facilities generally as described in Exhibit A hereto, and all improvements and additions to and extensions, enlargements, and replacements of such facilities which are acquired and constructed by the District in order to receive and transport Wastewater ofthe Participants to their respective points of entry into the Regional Wastewater System. However, and notwithstanding the foregoing, said term includes only those facilities which are acquired or constructed with proceeds from the sale of Bonds issued, or payments made, pursuant to this Contract and any similar contracts with Additional Participants. Said term does not include any part of the Regional Wastewater System or any facilities acquired or constructed by the District with the proceeds from the issuance of "Special Facilities Bonds," which are hereby defined as being revenue obligations of the District which are not secured by or payable from Annual Payments made under this Contract and similar contracts with Additional Participants, and which are payable solely from other sources. (1) "Local Wastewater Facilities" means the waste collection and treatment facilities owned and operated by the Participants. (m) "Operation and Maintenance Expense" means all costs of operation and maintenance of the Interceptor System including, but not limited to, repairs and replacements for which no special fund is created in a Bond Resolution, the cost of utilities, supervision, engineering, accounting, auditing, legal services, insurance premiums, and any other supplies, services, administrative costs, 3 L and equipment necessary for proper operation and maintenance of the Interceptor System, any payments required to be made hereunder into the Contingency Fund, payments made for the use of operation of any property, payments of fines, and payments made by the District in satisfaction of judgments or other liabilities resulting from claims not covered by the District's insurance or not paid by one particular Participant arising in connection with the operation and maintenance of the Interceptor System. Depreciation shall not be considered an item of Operation and Maintenance Expense. (n) "Participants" means Murphy, Wylie, and all Additional Participants. (o) "Participant" means any of the Participants. (p) "Person" shall have the meaning set forth in the Texas Code Construction Act, Chapter 311, Texas Government Code, as amended. (q) "Point of Entry" means any point or points at which Wastewater enters the Interceptor System as such point or points shall be agreed upon between the District and the applicable Participant. (r) "Regional Wastewater System", "District's System", "Regional System", or "System" means all of the District's facilities acquired, constructed, used, or operated by the District for treating and disposing of Wastewater of and for the Participants pursuant to the Regional Contract, together with any improvements, enlargements, or additions to the Regional Wastewater System facilities and any extensions, repairs, or replacements of the Regional Wastewater System facilities acquired, constructed, used, operated, or otherwise incorporated into or made a part of the Regional Wastewater System facilities in the future by the District. Said terms do not include the Interceptor System. (s) "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. ARTICLE II PROVIDING OF INTERCEPTOR SYSTEM BY THE DISTRICT Section 2.01. INTERCEPTOR SYSTEM AND INITIAL CONTRACT. In order to provide services for receiving and transporting Wastewater for the Participants, the District will use its best efforts to design, acquire, construct, and complete the Interceptor System and will own, operate and maintain the Interceptor System, and from time to time enlarge, improve, repair, replace, and/or extend the Interceptor System to provide service to the Participants. The District shall obtain and hold in its name all required permits from the appropriate Federal and State agencies, and each Participant shall assist the District in obtaining same. The District shall provide, manage, operate, 4 and maintain the Interceptor System in such manner as it determines is necessary for providing adequate, efficient, and economical service to Participants. Section 2.02. CONSULTING ENGINEERS. The District and the Participant agree that the District shall enter into any such contracts with engineers deemed necessary to provide engineering services to design the Interceptor System, and such engineers shall constitute and be defined as the "Consulting Engineers" for the Interceptor System. Engineering fees and expenses, if any, paid by the District shall be reimbursed from proceeds of the Bonds as a cost of acquisition and construction of the Interceptor System. Section 2.03. ACQUISITION AND CONSTRUCTION CONTRACTS. (a) The District will enter into such contracts as are necessary to provide for acquiring and constructing the Interceptor System, and said contracts shall be executed as required by the laws applicable to the District. The District shall cause the amounts due under such contracts to be paid from the proceeds from the sale of its Bonds. The District shall deposit the proceeds from the sale of its Bonds into a special Muddy Creek Wastewater Interceptor System Construction Fund (the "Construction Fund"). The Construction Fund shall be used for paying the District's costs and expenses incident to the Bonds and the Interceptor System, and to pay the costs of acquiring, by purchase and construction, the Interceptor System. Pending use as required by this Contract, the amounts in the Construction Fund may be invested in accordance with law, provided that all investment earnings therefrom (excepting any which may be required to be rebated to the federal government to prevent the Bonds from becoming "arbitrage bonds" under the Internal Revenue Code of 1986, as amended) shall be deposited in and become a part of the Construction Fund. If, after final completion of all facilities constituting the Interceptor System, any surplus remains on hand in the Construction Fund, such surplus shall be deposited into the interest and sinking fund for the Bonds. Any proceeds from the sale of its Bonds remaining after completion of the Interceptor System shall be used to pay principal and interest on the Bonds, and reduce to that extent the Annual Payments required to be made by the Participants under this Contract. (b) As part of the Interceptor System, the District shall acquire from Wylie and Wylie shall sell and convey to the District, on the date of issue of the first series of Bonds under this Contract, the facilities described on Exhibit B hereto (the "Wylie Facilities"), which on the date ofthis Contract constituted a part of the Local Wastewater Facilities of Wylie. The purchase price for the Wylie Facilities shall be $947,388, which amount shall be paid to Wylie by the District out of the proceeds of the District's first issue of bonds hereunder. Such conveyance of the Wylie Facilities shall be in all respects in form and substance satisfactory to the District and its counsel. Section 2.04. ACQUISITION AND CONSTRUCTION. The District agrees to proceed promptly with the acquisition and construction of the Interceptor System. The District does not anticipate any delays in commencing or completing the Interceptor System, but the District shall not be liable for any damages occasioned by, or arising out of, the construction or completion of the Interceptor System, any delays in completion of the Interceptor System, or the performance of the Interceptor System for its intended purpose. 5 Section 2.05. CONDITIONS PRECEDENT. The obligation on the part of the District to acquire and construct the Interceptor System shall be conditioned upon the following: (a) sale ofBonds in an amount sufficient to assure the acquisition and construction ofthe Interceptor System; and (b) the District's ability, or the ability of the contractors, to obtain all permits, material, labor, and equipment necessary for the acquisition and construction ofthe Interceptor System. Section 2.06. USE OF PUBLIC PROPERTY. By these presents, the Participants authorize use by the District of any and all real property, streets, alleys, public ways and places, and general utility or sewer easements of the Participants determined by the Participants and the District to be necessary for acquiring and constructing the Interceptor System. ARTICLE III DISCHARGE OF WASTEWATER AND METERING. Section 3.01. DISCHARGE. In consideration of the payments to be made under its respective contract with the District, each of the Participants have and shall have the right to discharge into the Interceptor System such Wastewater from its respective sewer system as is required or permitted to be discharged into the Regional Wastewater System by such Participant under the Regional Contract; provided that such Wastewater meets the requirements for quantity and quality as set forth in this Contract and in the Regional Contract. Section 3.02. POINT OF ENTRY. Each Participant may discharge all such Wastewater generated from such Participant's sewer system into the designated Point or Points of Entry for such Participant. Section 3.03. CONVEYANCE TO POINT OF ENTRY. It shall be the sole responsibility of each Participant to transport, or cause to be transported, at no cost to the District or the other Participants, its Wastewater to its Point or Points of Entry. Section 3.04. QUANTITY OF WASTEWATER DELIVERED. (a) The quantity of Wastewater delivered hereunder by each Participant shall be metered by the District and the total annual contributing flow of Wastewater received during any Fiscal Year, as determined by such metering, shall be used to determine each Participant's Annual Payment as set forth in Article V. (b) The maximum discharge rate is defined as a rate in million gallons per day (MGD), exceeded for a period of sixty minutes, which, if continued over a period of 24 hours, would be equal to 3.50 times the Participant's average daily flow during that Fiscal Year. The total quantity of Wastewater discharged into the Interceptor System shall never exceed the amount which the Interceptor System and the Regional Wastewater System are capable of receiving, treating, and 6 disposing, unless approved by the District, subject to terms and conditions to be established by the District. Notwithstanding the foregoing, no Contracting Party shall ever make any discharge into the Interceptor System or the Regional Wastewater System which would cause them to be overloaded or be in violation of its permits from the State of Texas and/or the United States of America. (c) Any Participant exceeding the maximum discharge rate shall have a surcharge applied to its next Fiscal Year's Annual Payment equal to 1% of the Annual Payment in that Fiscal Year for each 1/10th that the ratio of the maximum discharge to the average daily flow exceeds 3.50. Section3.05. LIABILITY FORDAMAGES AND RESPONSIBILITY FOR TREATMENT AND DISPOSAL OF WASTEWATER. Liability for damages arising from the reception and transportation of all Wastewater discharged shall remain in each Participant to its Point or Points of Entry, respectively, into the Interceptor System, and title to such Wastewater shall be in such Participant to such Point or Points of Entry, and upon passing through the Points of Entry, liability for such damages and title to such Wastewater shall pass to the District. As between the District and each Participant, 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 claims, demands, causes of action, damages, losses, costs, fines, and expenses, including reasonable attorney's fees, which may arise or be asserted by anyone at any time on account of the reception and transportation while Wastewater is in the control of such responsible party, or on account of a prohibited discharge by a Participant. The District has the responsibility as between the parties for the proper reception and transportation of all Wastewater, but not for prohibited discharges passing through any Point of Entry. The District has the right as between the parties to the reuse of all Wastewater discharged into the Interceptor System. Section 3.06. METERING. The District will furnish, install, operate and maintain as part of the Interceptor System the necessary equipment and devices for measuring properly all Wastewater to be discharged into the Interceptor System by each Participant. The location of the meter for each Participant shall be agreed upon between the District and each Participant. Such meters and other equipment shall remain the property of the District. Each Participant 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 District in the presence of a representative of the Participant if requested by such Participant. All readings of meters will be entered upon proper books of record maintained by the District. Upon written request the Participant may have access to said record books during reasonable business hours. Not more than three times in each year of operation, the District shall calibrate its meters, if requested in writing by a Participant to do so, in the presence of a representative of such Participant, and the parties shall jointly observe any adjustments which are made to the meters in case any adjustment is found to be necessary. If, for any reason, any meters are out of service or out of repair, or if, upon any test, the percentage of inaccuracy of any meter is found to be in excess of five (5%) per cent, 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 7 back one-half (U2) of the time elapsed since the date of the last calibration, but in no event further back than a period of six (6) months. Each Participant may, at its option and its own expense, install and operate a check meter to check each meter installed by the District, but the measurement for the purpose of this agreement shall be solely by the District's meters. Section 3.07. UNIT OF MEASUREMENT. The unit of measurement for Wastewater delivered hereunder shall be 1,000 gallons, U. S. Standard Liquid Measure. ARTICLE IV OUALITY Section 4.01. GENERAL. Each Participant agrees to limit discharge into the Interceptor System to Wastewater that complies with quality requirements ofthe Regional Contract for discharge into the Regional Wastewater System. No discharge shall be made into the Interceptor System which would cause the District to violate any permit granted, or any rule or regulation promulgated, by any State or Federal agency having jurisdiction over the District. Each Participant specifically covenants that it will enact and enforce procedures which will prohibit or prevent customers of its sewer system from making any discharge which would cause such Participant to violate the provisions of this contract or any applicable State or Federal permit, law, rule, or regulation. Section 4.02. SURCHARGE. With approval ofthe District, Wastewater with concentrations of Biological Oxygen Demand ("BOD") and Total Suspended Solids ("TSS") greater than that permitted by the Regional Contract may be discharged by a Participant into the Interceptor System with the payment of a surcharge, which shall be in addition to such Participant's proportionate share of the Annual Payment as outlined in Article V of this Contract, and this surcharge shall be sufficient to cover and pay for the additional cost of services hereunder. ARTICLE V PAYMENTS Section 5.01. FINANCING. The District will use its best efforts to issue its Bonds, in amounts and at times as determined by the District, to provide the Interceptor System. The proceeds from the sale of the Bonds will be used for the payment of all of the District's costs and expenses in connection with the design, acquisition, and construction of the Interceptor System and the Bonds, including, without limitation, all financing, legal, printing, administrative overhead, and other expenses and costs incurred in issuing its Bonds and to fund a debt service reserve and other funds if required by any Bond Resolution. Each Bond Resolution of the District shall specify the exact principal amount of the Bonds initially issued, which shall mature not more than 40 years from the date of such Bonds, and shall bear interest at not to exceed the maximum legal rates, and the Bond 8 Resolution may create and provide for the maintenance of a revenue fund, an interest and sinking fund, a debt service reserve fund, and other funds and accounts, all in the manner and amounts as provided in such Bond Resolution. Prior to the sale of any such Bonds, the District shall provide to the Participants a copy of the Preliminary Official Statement relating to such Bonds, which shall include, among other things, proposed maturity schedule and optional and mandatory redemption provisions. The Participants agree that if such Bonds are actually issued and delivered to the purchaser thereof, the Bond Resolution authorizing 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. Section 5.02. ANNUAL REQUIREMENT. It is acknowledged and agreed that payments to be made under this Contract will be the only source available to the District to provide the Annual Requirement; and that the District has a statutory duty to establish and from time to time to revise the charges for services to be rendered and made available to Participants hereunder so that the Annual Requirement shall at all times be not less than an amount sufficient to pay or provide for the payment of (a) An "Operation and Maintenance Component" equal to the amount paid or payable for all Operation and Maintenance Expense; and (b) A "Bond Service Component" equal to: (1) the principal of, redemption premium, if any, and interest on, its Bonds, as such principal, redemption premium, if any, and interest become due (by maturity, redemption, or otherwise), less interest to be paid out of Bond proceeds if permitted by any Bond Resolution; and (2) during each Fiscal Year, the proportionate part of any special or reserve funds required to be established and/or maintained by the provisions of any Bond Resolution; and (3) an 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; and (4) the charges of paying agents and registrars for paying principal of, redemption premium, if any, and interest on, all Bonds, and for registering and transferring Bonds. Section 5.03. PAYMENTS BY PARTICIPANTS. (a) For services to be rendered to each Participant by the District under this Contract and other similar contracts, if any, each Participant has agreed to pay, at the time and in the manner hereinafter provided, its proportionate share of the Annual Requirement, which shall be determined as hereafter described and shall constitute a Participant's Annual Payment or Adjusted Annual Payment. For the Fiscal Year beginning on 9 October 1, 2003, and for each Fiscal Year thereafter each Participant's proportionate share of the Annual Requirement shall, subject to the subsequent provisions hereof, be a percentage obtained by dividing such Participant's estimated contributing flow to the Interceptor System for the next succeeding Fiscal Year or portion thereof by the total estimated contributing flow to the Interceptor System by all Participants during such Fiscal Year or portion thereof. The calculation of each Annual Payment as determined herein, and each Adjusted Annual Payment, shall be determined as provided in this Section. The terms "contributing flow to the Interceptor System" and "contributing flow" as used in this Contract with respect to any Fiscal Year, commencing with the Fiscal Year beginning October 1, 2003, shall mean the greater of (i) the actual metered contributing flow of a Participant or (ii) the minimum annual contributing flow for which a Participant has agreed to pay (regardless ofwhether such amount was actually discharged into the Interceptor System), which minimum annual contributing flow for Murphy and Wylie are as follows: Murphy Wylie 3,800,000 gallons per day 5,900,000 gallons per day The above minimum annual contributing flow may be adjusted by the District and the Participants to include minimum annual contributing flows of Additional Participants should Additional Participants become parties to this Contract, in accordance with Section 8.02 hereof. Each Participant's Annual Payment shall be calculated by the District by multiplying such Participant's estimated percentage of the estimated total contributing flow times the Annual Requirement. Each Participant's Annual Payment shall be made to the District in monthly installments, on or before the twentieth (20th) day of each month, for its required part of the Annual Requirement for each Fiscal Year or portion thereof, commencing with the Fiscal Year beginning October 1, 2003. Such payments shall be made in accordance with a Schedule of Payments for each Fiscal Year or portion thereof which will be supplied to each Participant. At the close of the Fiscal Year which commenced on October 1, 2003, and for each Fiscal Year thereafter, the District shall redetermine each Participant's percentage by dividing each Participant's contributing flow to the Interceptor System by the total contributing flow of all Participants. Each Participant's Adjusted Annual Payment shall be calculated by multiplying each Participant's redetermined percentage times the Annual Requirement. The difference between the Adjusted Annual Payment and the Annual Payment, if any, when determined, shall be applied as a credit or a debit to each Participant's account with the District and shall be credited or debited to such Participant's next subsequent monthly payment or payments. (b) If a Participant fails to pay its monthly charge on or before the twentieth (20th) day of any month, it shall incur and pay a penalty often percent ofthe amount due together with any legal or other costs incurred by the District in collecting the amount due. The District is authorized to discontinue service to any Participant which fails to make any monthly payment, and which, after written notice, does not make such payment. (c) If, during any Fiscal Year, the District begins providing services to an Additional Participant, each Participant's Annual Payment for such Fiscal Year shall be redetermined consistent with the provisions of this Contract. 10 (d) Each Participant's Annual Payment also shall be adjusted and redetermined for the balance of any applicable Fiscal Year, consistent with the provisions of this contract, and initially based on estimated contributing flow, at any time during any Fiscal Year if: (i) Additions, enlargements, repairs, extensions, or improvements to the Interceptor System are placed in service by the District which require an increase and redetermination of the Annual Requirement; or (ii) Unusual or extraordinary expenditures for operation and maintenance of the Interceptor System are required which are not provided for in the Annual Budget or in a Bond Resolution; or (iii) A Participant's contributing flow to the Interceptor System, after the beginning of the Fiscal Year, is estimated to be substantially different from that on which Annual Payments are based as determined by the District, to the extent that such difference in flow will substantially affect such Participant's Budget, and consequently such Participant's Annual Payment to the District; or (iv) The District issues additional Bonds, the payments in connection with which require an increase and redetermination of the Annual Requirement; or (v) The District receives significantly more or significantly less revenues or other amounts than those contemplated. (vi) It appears to the District that for any other reason it will not receive the full amount of the Annual Requirement unless such adjustment and redetermination are made. (e) During each Annual Payment Period all revenues received by the District from providing services of the Interceptor System to parties which are not Participants, shall (i) first be credited to the Operation and Maintenance Component of the Annual Requirement, and (ii) then any remainder credited to the Bond Service Component of the Annual Requirement, with the results that such credits under (i) and (ii), respectively, shall reduce, to the extent of such credits, the amounts of such Components, respectively, which otherwise would be payable by the Participants pursuant to the method prescribed in (a) above. The District may estimate all such credits which it expects to make during each Annual Payment Period in calculating each Annual Payment. (f) The District shall give all Participants at least 21 days written notice prior to consideration by the Board of Directors of the District of making any Adjusted Annual Payment for any Participant during any Fiscal Year. (g) The Annual Payment set forth in this section shall be considered the basic charge for service hereunder, and each Participant shall pay a surcharge in addition to the Annual Payment for excess BOD and/or TSS as provided in Section 4.02, and for excessive discharge in the manner set forth in Section 3.04(c). 11 (h) The District may establish and maintain a separate fund entitled the "Muddy Creek Wastewater Interceptor System Contingency Fund" (the "Contingency Fund"). The Contingency Fund shall be used solely for the purpose of paying unexpected or extraordinary Operation and Maintenance Expenses of the Interceptor System for which funds are not otherwise available under this Contract. The Contingency Fund shall initially be funded, and any subsequent deficiency shall be restored, with amounts included as Operation and Maintenance Expenses in the Annual Budget. (i) The facilities and services ofthe Interceptor System to be provided to each Participant pursuant to this Contract are and will be essential and necessary to the operation of such Participant's combined waterworks and sanitary sewer system, and all payments to be made hereunder by each Participant will constitute reasonable and necessary "operating expenses" of such Participant's combined waterworks and sanitary sewer system, within the meaning of Section 30.030, Texas Water Code, as amended, and Section 1502.056, Texas Government Code, and the provisions of all ordinances authorizing the issuance of all waterworks and sanitary sewer system revenue bond issues of such Participant, with the effect that such Participant's obligation to make payments from its waterworks and sanitary sewer system revenues under this Contract shall have priority over its obligations to make payments of the principal of and interest on any and all of its waterworks and sanitary sewer system revenue bonds. Each Participant agrees to fix and collect such rates and charges for waterworks and sanitary sewer system services to be supplied by its waterworks and sanitary sewer system as will make possible the prompt payment of all expenses of operating and maintaining its entire waterworks and sanitary sewer system, including all payments, obligations, and indemnities contracted hereunder, and the prompt payment of the principal of and interest on its bonds payable from the net revenues of its waterworks and sanitary sewer system. The District shall never have the right to demand payment of the amounts due hereunder from funds raised or to be raised from taxation by a Participant. Each Participant's payments hereunder shall be made pursuant to the authority granted by Section 30.030, Texas Water Code, as amended, and Section 1502.056, Texas Government Code. Recognizing the fact that the Participants urgently require the facilities and services covered by this Contract, and that such facilities and services are necessary for actual use and for stand-by purposes; and further recognizing that the District will use the payments received from the Participants hereunder to pay, secure, and finance the issuance of its Bonds, it is hereby agreed that the Participants shall be obligated unconditionally, and without offset or counterclaim, to make the payments designated as the "B and Service Component" of the Annual Requirement, in the manner provided in this Contract, regardless of whether or not the District actually provides such facilities and services, or whether or not any Participant actually receives or uses such facilities and services, and regardless of the validity or performance of the other parts ofthis or any other contract, and such "Bond Service Component" shall in all events be applied and used for providing debt service and other requirements of the Bonds, and the holders of the Bonds shall be entitled to rely on the foregoing agreement and representation, regardless of any other agreement between the District and the Participants. Each Participant further agrees that it shall be obligated to make the payments designated as the "Operation and Maintenance Component" of the Annual Requirement as described in Section 5.02 of this Contract, so long as the District is willing and able to provide the facilities and services contemplated hereunder to any Participant. 12 (j) As soon as practicable after issuance of the initial series of Bonds, the District shall furnish each Participant with a schedule of monthly payments to be made for the balance of its Fiscal Year commencing October 1, 2003. On or before August 1 of each year, commencing August 1, 2004, the District will furnish each Participant with a tentative budget and an estimated schedule of monthly payments to be made by such Participant for the ensuing Fiscal Year. On July 1 of each year, commencing July 1, 2004, the District shall be in a position to furnish any Participant an estimate of the Participant's annual requirement. On or before October 1 of each year, commencing October 1, 2004, the District shall furnish such Participant with a finalized schedule of the monthly payments to be made by such Participant to the District for the ensuing Fiscal Year. Each Participant agrees that it will make such payments to the District on or before the twentieth (20th) day of each month of such Fiscal Year. If any Participant shall dispute the Annual Budget, and proceed as provided in Article VII, such Participant nevertheless promptly shall make the payment or payments determined by the District, and if it is subsequently determined by agreement that such disputed payments made by such Participant should have been less, the District shall promptly revise, reallocate, and readjust the charges among all Participants then being served by the District in such manner that such Participant will recover its overpayment. In the event any Participant is assessed a surcharge for excess BOD and/or TSS pursuant to Section 4.02 hereof, the District will bill such Participant for such surcharge on or before the tenth (10th) day of the month following the determination of the surcharge and such Participant shall pay such surcharge on or before the twentieth (20th) day of the month of receipt of any such bill. Any such surcharge collected by the District shall be applied by the District against the total cost of Operation and Maintenance Expense of the Interceptor System. (k) If any Participant's Annual Payment is redetermined as is herein provided, the District will promptly furnish such Participant with an updated schedule of monthly payments reflecting such redetermination. (1) All interest income earned by the investment of any Funds created pursuant to any Bond Resolution shall be credited towards the payment of the Bond Service Component and taken into account in determining the Annual Requirement; except that as to any Acquisition or Construction Fund created from any Bond proceeds all interest income earned by the investment thereof may, at the option of the District, be credited to such Acquisition or Construction Fund and used for the Interceptor System purposes for which the Bonds are issued, or be credited towards the payment of the Bond Service Component. Section 5.04. ADDITIONAL CAPACITY AND FACILITIES. As the responsible agency for the establishment, administration, management, operation, and maintenance of the Interceptor System, the District will, from time to time, determine when and to what extent it is necessary to provide additions, enlargements, improvements, repairs, and extensions to the Interceptor System to receive and transport Wastewater of any Participant, including all Additional Participants, and to issue its Bonds to accomplish such purposes, and all Participants, including Additional Participants, shall be obligated to pay both the Operation and Maintenance Components and the Bond Service Component included in the Annual Requirements with respect to the entire Interceptor System, as expanded, as provided in Section 5.03; provided that this Section shall not be construed so as to reduce or alter the requirements of Sections 5.03 or 8.02 with respect to minimum payments. 13 ARTICLE VI GENERAL PROVISIONS Section 6.01. FORCE MAJEURE. In case by reason of "Force Majeure" the District or any Participant shall be rendered unable wholly or in part to carry out its obligations under this agreement, 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 (with the exception of the obligation of each Participant to make the payments required in Section 5.03 of this Contract, which in all events shall be made as provided therein) shall be suspended during the continuance of the inability then claimed, but for no longer periods, and any such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind of the Government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, 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, and inability on the part of a Participant to provide water necessary for operation of its water and Local Wastewater Facilities hereunder, or of the District to receive or transport Wastewater on account of any other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable to it in the judgment of the party having the difficulty. Section 6.02. INSURANCE. The District will carry insurance (including self-insurance) for such purposes and in such amounts as are determined by the District to be necessary or advisable. Section 6.03. REGULATORY BODIES. This Contract shall be subject to all valid rules, regulations and laws applicable hereto passed or promulgated by the United States of America, the State of Texas, or any authorized representative or agency of any of them. Section 6.04. ANNUAL AUDIT OF SYSTEM. The District shall, at the close of each Fiscal Year, commencing with the Fiscal Year beginning October 1, 2004, cause an annum audit of the Interceptor System to be prepared. Section 6.05. PUBLICATIONS, REFERENCE WORKS, GOVERNMENTAL REGULATIONS. In each instance herein where reference is made to a publication, reference work or Federal or State regulation, it is the intention of the parties that at any given time the then current edition of any such publication of reference work or Federal or State regulation shall apply. If a publication or reference work is discontinued or ceases to be the generally accepted work in its field or if conditions change or new methods or processes are implemented by the District, new standards shall be adopted which are in compliance with State and Federal laws and any valid rules and regulations issued pursuant thereto. 14 Section 6.06. OPERATION OF THE INTERCEPTOR SYSTEM. The District covenants that it will operate and maintain the Interceptor System in accordance with accepted good business and engineering practices. ARTICLE VII DISTRICT ANNUAL BUDGET Section 7.01. FILING WITH PARTICIPANT. (a) Not less than sixty (60) days before the commencement of each Fiscal Year while this Contract is in effect, the District shall cause its tentative budget for operation and maintenance of the Interceptor System for the ensuing Fiscal Year to be prepared and a copy thereof filed with each Participant. If no protest or request for a hearing on such tentative budget is presented to the District within thirty (30) days after such filing of the tentative budget by one or more Participants, the tentative budget for the Interceptor System, when adopted by the District's Board of Directors, shall be considered for all purposes as the "Annual Budget" for the Interceptor System ensuing Fiscal Year. But if a protest or request for a hearing is duly filed, it shall be the duty of the District to fix the date and time for a hearing on the tentative budget. The Board of Directors of the District shall consider the testimony and showings made in such hearing. The Board of Directors of the District may adopt the budget or make such amendments thereof as to it may seem proper. The budget thus approved by the Board of Directors of the District shall be the Annual Budget for the next ensuing Fiscal Year. (b) The Annual Budget may be amended to provide for transfers of budgeted funds between expenditure accounts, provided however that said transfers do not result in an overall increase in budgeted funds as provided in the Annual Budget. The Annual Budget may be amended and increased through formal action by the Board of Directors of the District, if required. Certified copies of any amended Annual Budget and the resolution authorizing same shall be filed immediately by the District with each Participant. ARTICLE VIII OTHER CONTRACTS Section 8.01. OTHER CONTRACTS BETWEEN THE DISTRICT AND THE PARTICIPANTS. Nothing contained in this Contract shall in any way affect any payments to the District by a Participant or rates charged by the District to such Participant for the providing ofwater, wastewater or other services or facilities pursuant to other contractual relationships between the District and such Participant, including particularly, but not by way of limitation, the Regional Contract. Section 8.02. DISTRICT CONTRACTS WITH ADDITIONAL PARTICIPANTS. (a) The District reserves the right to contract with subsequent Additional Participants to provide the services of the Interceptor System to such Additional Participants; provided that the terms and provisions of such contracts with Additional Participants shall be, to the extent practicable and applicable, the same 15 as the terms and provisions of this Contract except that such contract shall provide for payments calculated on the basis of adequate minimum flows as hereinafter provided and further provided that, prior to or concurrently with becoming an Additional Participant, such party shall have become a party to the Regional Contract. The District shall not obligate itself to receive Wastewater into the Interceptor System from any future Additional Participant if, in the judgrrent and discretion of the District, such obligation would jeopardize the District's ability to meet its chligation to receive and transport Wastewater discharged into the Interceptor System by prior Par:icipants. (b) A Person may become an Additional Participant in the following manner and under the following conditions; (i) A formal request must be submitted to the District furnishing inforniation on the area to be served, a description of existing facilities, and the latest annual audit of such proposed Additional Participant's waterworks and/or sever systems, if any. (ii) Such proposed Additional Participant must provide funds for any necessary engineering studies if funds are not available from the appropriate Federal or State agencies. The preliminary studies must determine or estimate, for the ensuing five year period, the size and type of any proposed improve,.nen.s, enlargements, or extensions of the Interceptor System to serve such Additional Participant, their estimated cost, and estimated flows of Wastewater, so as to enable the District to ascertain or estimate the requirements of the proposed Additional Participant for the ensuing five year period. (c) Each Additional Participant must agree to make minimum payments under its contract, on the basis of estimated annual minimum flows, that would provide amounts annually at least sufficient, as determined by the District, to pay such Additional Participant's proportionate share of the Annual Requirement. (d) The provisions of this Section and the payments to be made under an Additional Participant's contract are further subject to the provisions of Section 5.03 of this Contract. Section 8.03. USE OF EXCESS CAPACITY. Notwithstanding any other provisions of this Contract, the District may provide any excess available capacity or service ofthe Interceptor System to any Person; provided that such service does not interfere with or impair the rights of any Participant under this Contract, and any such service shall in all events be subordinate and subject to such rights; and provided further that the District must charge for such service in amounts at least sufficient to pay all Operation and Maintenance Expense attributable thereto plus an amount which will produce an estimated reasonable allocation as determined by the District to be credited to the Bond Service Component ofthe Annual Requirement, plus an additional amount of not less than 20% of the foregoing to cover prior incurred costs. The District is not authorized to issue Bonds, as defined in this Contract, to provide the services of the Interceptor System to any persons other than Participants (including Additional Participants). 16 ARTICLE IX REMEDIES Section 9.01. LEGAL AND EQUITABLE. Any party to this Contract, and any holder of the District's Bonds, may require any party hereto, and its officials and employees, to carry out, respect, and enforce the covenants and obligations of this Contract, by all legal and equitable means, including specifically, but without limitation, the use and filing of mandamus proceedings, in any court of competent jurisdiction, against such party, and its officials and employees. ARTICLE X CONTINUING DISCLOSURE OF INFORMATION Section 10.01. PARTICIPANTS TO COMPLY. The Participants shall comply or, upon request of the District, shall provide to the District such information as will enable the District to comply, with any continuing disclosure requirements with respect to the Bonds and/or the Participants imposed by Securities and Exchange Commission Rule 15c2-12. ARTICLE XI EFFECTIVE DATE AND TERM Section 11.01. EFFECTIVE DATE. This Contract shall become effective as of the date of execution hereof. Section 11.02. TERM OF CONTRACT. This Contract shall continue in force from the effective date hereof at least until all Bonds, including any Bonds issued to refund same, shall have been paid in full; and shall also remain in force thereafter throughout the useful life of the Interceptor System. ARTICLE XII NOTICES Section 12.01. NOTICES. Any notice, request or other communication under this Contract shall be given in writing and shall be deemed to have been given by either party to the other party at the addresses shown below upon any of the following dates: (a) The date of notice by telefax, telecopy, electronic mail, or similar telecommunications, which is confirmed promptly in writing; 17 (b) Three business days after the date of the mailing thereof, as shown by the post office receipt if mailed to the other party hereto by registered or certified mail; (c) The date of actual receipt thereof by such other party if notgiven pursuant to (a) or (b) above. The address for notice for each of the parties shall be as follows: North Texas Municipal Water District 505 East Brown Street Wylie, Texas 75098 Attention: Executive Director and General Manager Fax #: (972) 442-5405 City of Wylie, Texas 2000 Hwy. 78 N Wylie, Texas 75095 Attention: City Manager Fax #: (972) 442-4302 City of Murphy, Texas 205 N. Murphy Rd. Murphy, Texas 75094 Attention: City Manager Fax #: (972) 516-0498 or the latest address specified by such other party in writing. ARTICLE XIII SEVERABILITY Section 13.01. SEVERABILITY. If any clause, provision or Section of this Contract should be held illegal or invalid by any court, the invalidity of such clause, provision or Section shall not affect any of the remaining clauses, provisions or Sections hereof and this Ccntract shall be construed and enforced as if such illegal or invalid clause, provision or Section had no been contained herein. In case any agreement or obligation contained in this Contract should be held to be in violation of law, then such agreement or obligation shall be deemed to be the agreement or ob.igation of the Participants or the District, as the case may be, to the full extent permitted by law. 18 ARTICLE XIV MODIFICATION Section 14.01. MODIFICATION. This Contract may be changed or modified only with the consent of the governing bodies of the District and the affected Participant or Participants. No such change or modification may be made which will affect adversely the prompt payment when due of all moneys required to be paid by the Participants under the terms of this Contract. ARTICLE XV VENUE Section 15.01. VENUE. All amounts due under this Contract, including, but no limited to, payments due under this Contract or damages for the breach of this Contract, shall be paid and be due in Collin County, Texas, which is the County in which the principal administrative offices of the District are located. It is specifically agreed among the parties to this Contract that Collin County, Texas, is the place of 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 Collin County, Texas. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK.] 19 IN WITNESS WHEREOF, the parties hereto acting under authorit!r of their respective goveniing bodies have caused this Contract to be duly executed in several cour:te7parts, each of which shall constitute an original, all as of thatciay of _ 2004, which is the date of this Contract. • 'N 8ER 29+x..`. '''nnnuin���` ATTEST: kt E TES; .• '� 20 NORTH TEXAS CIPAL WATER DISTRICT By: 411,1444 167, ?resident, Board of Directors CITY OF MURPHY, TEXAS By: Mayor CITY OF WYLIE, TEXAS By: MURPHY 911,_ CITY LIMITS Nr*2ts0,0\ /!'EXISTINE/ I AL tet.s. COLLIN COUNTY I DALLAS COUNTY 1' tfleze... ...:zve 0/ '4\0'01111° EXHIBIT -A 4' ($r 1 • -24 86-2 / •Ntfba. MUDDY‘ A CREEK YWTP ii 86-28 MUDDY CREEK INTERCEPTOR SYSTEM , 85 66 -85-64 COLLIN COUNTY DALLAS COUNTY ! I I/ ..!!` kttrs I. // 86 24 /A 6 26 1 EXHIBIT -B WYLIE FAciurvi::