HomeMy WebLinkAboutRes 2009-08-02 Agreement Related to Engineering Contract By and Among GTUA, Melissa, Anna and Bucher, Willis & Ratliff Corp.CITY OF ANNA, TEXAS
RESOLUTION NO. 2009-08-02
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS,
APPROVING AN AGREEMENT RELATED TO ENGINEERING CONTRACT BY AND
AMONG THE GREATER TEXOMA UTILITY AUTHORITY, THE CITY OF MELISSA,
THE CITY OF ANNA, AND BUCHER, WILLIS & RATLIFF CORPORATION
WHEREAS, the Greater Texoma Utility AuthOrity entered into certain contracts with the City of
Melissa, Texas ("Melissa"), and the City of Anna, Texas ("Anna") to finance construction of
certain water and wastewater improvements to Melissa's and Anna's water and wastewater
systems; and,
WHEREAS, Melissa entered into a contract with R&B Associates, Inc. for engineering services
related to the construction of new sewer facilities; and,
WHEREAS, Melissa and Anna entered into one or more intertocal agreements agreeing to
share certain costs associated with said sewer facilities; and,
WHEREAS, GTUA, Melissa, Anna, and RBA subsequently agreed that Melissa would assign
the Engineering Contract to GTUA; and, since entering into the Engineering Contract, RBA has
merged with a Kansas corporation known as Bucher, Willis & Ratliff Corporation ("BWR"); and,
WHEREAS, BWR submitted a September 9, 2008 invoice to GTUA in the amount of $125,000
for services rendered in connection with the sewer facilities, and,
WHEREAS, Melissa, Anna, and BWR have disagreed with respect to the charges submitted
for payment in said invoice and said invoice has thus far gone unpaid; and,
WHEREAS, the Anna City Council ("City Council") desires that the disagreements regarding
said invoice be settled and resolved for the purpose of avoiding litigation and to accomplish said
purpose the City Council desires to enter into a certain Agreement Related to Engineering
Contract by and Among the Greater Texoma Utility Authority, Melissa, Anna, and Bucher, Willis
& Ratliff Corporation ("Agreement"), attached hereto as Exhibit 1;
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ANNA, TEXAS THAT:
Section 1. Recitals Incorporated
The recitals set forth above are incorporated herein for all purposes as if set forth in full.
Res. 2009-08-02 Agreement Related to Engineering Bucher. Doc PAGE 1 OF2 08·25-09
Section 2. Approval of Agreement and Authority to Execute
Contingent on the approval of same by all other parties thereto, the City Council hereby
approves of and enters into the Agreement, and authorizes the Mayor to execute the
Agreement on the City of Anna's behalf.
PASSED by the City Council ofthe City of Anna, Texas, on this 25th day of August, 2009.
ATTEST:
Res. 2009-08-02 Agreement Related to Engineering Bucher. Doc PAGE20F2 08-25-09
AGREEMENT RELATED TO ENGINEERING CONTRACT ("THIS AGREEMENT") BY AND
AMONG THE GREATER TEXOMA UTILITY AUTHORITY, THE CITY OF MELISSA, THE
. CITY OF ANNA, AND BUCHER, WILLIS & RATLIFF CORPORATION
WHEREAS, the Greater Texoma Utility Authority ("GTUA") entered into certain Amended and
Restated Water and Supply and Sewer Service Contracts with the City of Melissa, Texas
("Melissa"), and the City of Anna, Texas ("Anna") to finance construction of certain water and
wastewater improvements to Melissa's and Anna's water and wastewater systems; and,
WHEREAS, Melissa entered into a contract with R&B Associates, Inc. ("RBA"), a Texas
corporation, for engineering services related to the construction of new sewer facilities ("Sewer
Project" as more fully defined below), said contract hereinafter referenced as "Engineering
Contract"; and,
WHEREAS, Melissa and Anna entered into one or more interlocal agreements agreeing to
share certain costs associated with the Sewer Project-defined as the Melissa-Anna Sewer
Project consisting of Phase I, consisting of an existing 21" trunk line sewer feet, Phase II,
consisting of 17,275 feet of new 21" -36" sewer line, and Phase III, consisting of 16,739 feet of
new 36" -48" sewer line-including costs associated with the Engineering Contract; and,
WHEREAS, GTUA, Melissa, Anna, and RBA subsequently agreed that Melissa would assign
the Engineering Contract to GTUA, and said assignment has been accomplished; and,
WHEREAS, since entering into the Engineering Contract, RBA has merged with a Kansas
corporation known as Bucher, Willis & Ratliff Corporation ("BWR"); and,
WHEREAS, In approximately April of 2008, BWR requested consideration from GTUA for
services performed in connection with the Sewer Project; and,
WHEREAS, BWR submitted a September 9, 2008 invoice to GTUA in the amount of $125,000
("Invoice") for services rendered in connection with the Sewer Project, a true and correct copy of
said Invoice being attached to this Agreement as Exhibit A; and,
WHEREAS, Melissa, Anna, and BWR have disagreed with respect to the charges submitted for
payment in said Invoice and said Invoice has thus far gone unpaid; and,
WHEREAS, GTUA, Melissa, Anna, and BWR (referenced collectively as "Parties") desire that
the disagreements be settled and resolved for the purpose of avoiding litigation; and,
WHEREAS, the Parties through a process of negotiation have reached an agreement to resolve
the dispute and desire to set forth the provisions of this Agreement as follows:
For the mutual consideration and promises set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby
agree as follows:
Section 1. Recitals.
AGREEMENT RELATED TO ENGINEERING CONTRACT Page 1 of6
The recitals set forth above are incorporated for all purposes as if set forth in full here.
Section 2. Settlement Payment.
The Parties agree that GTUA shall make a payment to BWR in the total amount of $93,750 (the
"Settlement Payment") with Melissa being responsible to GTUA for $62,500 of the Settlement
Payment and Anna being responsible to GTUA for $31,250 of the Settlement Payment. Melissa
and Anna will each pay to GTUA the respective amounts within 30 days after the Effective Date
(as defined below) and GTUA shall make the Settlement Payment to BWR within 60 days of
said Effective Date. The payment by GTUA to BWR is contingent upon receiving said funds
from Melissa and Anna.
Section 3. Effectiveness. Effective Date.
To be effective and enforceable as against any party to this Agreement, all of the following
numbered events must occur. The "Effective Date" of this Agreement shall be the date upon
which the last of the following events occur, in no particular sequence: (1) execution of this
Agreement by GTUA having been duly authorized by written resolution of its governing body; (2)
execution of this Agreement by Melissa having been duly authorized by written resolution of its
governing body; (3) execution of this Agreement by Anna having been duly authorized by
written resolution of its governing body; (4) execution of this Agreement by BWR, having been
duly authorized by corporate resolution; (5) delivery of a party's fully executed agreement to
each of the other parties in accordance with the notice and delivery provision of this Agreement;
(6) the adoption by the respective governing bodies of and full execution by Melissa and Anna
of a certain City of Melissa -City of Anna Wastewater Service Agreement in the form and
including all of and only the provisions set forth in the document attached hereto as Exhibit B.
Section 4. Release.
In consideration of the payment by GTUA of the Settlement Payment to BWR, and the
respective obligations of Melissa and Anna to each assume responsibility to GTUA for their
respective share of the Settlement Payment as set forth in Section 2, BWR now and forever
fully releases and discharges GTUA, Melissa, and Anna and their respective past, present and
future officers, affiliates, insureds, agents, principals, servants, legal representatives,
employees, predecessors, successors, attorneys, assigns, heirs, insurers and all persons, firms,
and corporations in privity with any of them, even if those persons or entities are not specifically
named in this Agreement of and from any and all past, present, and future demands, claims,
proceedings, lawsuits, actions, and causes of action-known or unknown-whether sounding in
tort, contract, statute, equity, or any other legal theory relating to, ariSing from, growing out of, or
associated in any way with: (1) the Invoice; or (2) any provision of the Engineering Contract
relating to services provided or to be provided by RBA or BWR associated with the Invoice in
connection with the Sewer Project,.
AGREEMENT RELATED TO ENGINEERING CONTRACT Page 2of6
Section 5. Notice and Delivery.
To be effective, any notice or delivery required to be made under this Agreement shall be sent
by certified U.S. mail, return receipt requested, proper postage paid, and addressed to the
parties at the following addresses, with such addresses being subject to change by written
notice of the party changing its address in accordance with the notice provisions of this Section.
If to GTUA:
Jerry Chapman
General Manager
5100 Airport Drive
Denison, Texas 75020
If to Melissa:
City Administrator
City of Melissa
901 S.H. 121
Melissa, Texas 75454
If to Anna:
City Manager
City of Anna
111 N. Powell Parkway
Anna, Texas 75409
If to BWR:
Robert K. Franke
Executive Vice President
8140 Walnut Hill Lane, Suite 900
Dallas, Texas 75213
Section 6. Warranties.
BWR makes the material representation that it has acquired all of RBA's rights and obligations
under the Engineering Contract and is the sole, full owner of all rights and obligations under the
Engineering Contract and of the matters released by BWR under the provisions of this
Agreement. BWR expressly agrees to defend (utilizing legal counsel approved by the party
against which claims have been brought), hold harmless, and indemnify GTUA, Melissa, and
Anna and their respective past, present and future officers, affiliates, insureds, agents,
principals, servants, legal representatives, employees, predecessors, successors, attorneys,
assigns, heirs, insurers and all persons, firms, and corporations in privity with any of them, even
if those persons or entities are not specifically named in this Agreement, from any and all
demands, claims, proceedings, lawsuits, actions, and causes of action brought against anyone
of them to the extent it is alleged or proven that a person or entity other than BWR owns or has
AGREEMENT RELATED TO ENGINEERING CONTRACT Page 3 of6
authority to enforce or prosecute any rights under the Engineering Contract. This provision shall
survive the termination of this Agreement or any other part or provision of this Agreement.
Section 7. Governing Law and Venue.
In the event that any dispute should arise regarding this Agreement or any of its provisions, the
Parties agree that its terms and provisions are to be construed solely in accordance with the
laws of the State of Texas, and that any lawsuit which involves this Agreement (directly or
indirectly), or any provision of this Agreement, may only be filed and litigated in a court of
competent jurisdiction in Collin County, Texas or in the Eastern District of Texas, Sherman
Division.
Section 8. Entire Agreement and Successors in Interest
This Agreement contains the entire agreement and understanding between the Parties, is
contractual and not mere recital, and shall be binding upon and inure to the benefit of the
Parties. This Agreement renders any inconsistent provision(s) of prior agreements or
understandings between the Parties or between any of the Parties with another Party void.
Section 9. Advice of Counsel.
The Parties have had the assistance and advice of independent legal counsel throughout the
negotiations leading to the Agreement, and they have read the Agreement and consulted with
their respective counsel regarding the meaning and effect of this Agreement. This Agreement
has been jointly drafted and is not to be more strictly construed against one party than another.
The Parties represent that they have relied upon the advice of their independent legal counsel
concerning the legal and income tax consequences of this Agreement and that the terms of this
Agreement are fully understood and voluntarily accepted by them.
Section 10. Modifications.
This Agreement cannot be changed or terminated except by a subsequent agreement in writing
that is personally signed by all of the Parties.
Section 11. Invalid provisions.
If any part of this Agreement is for any reason found to be invalid, illegal, or unenforceable, all
other parts nevertheless remain valid, legal and enforceable.
Section 12. Headings.
The headings to the provisions of the Agreement are solely for the convenience of reference
and are not to be construed as terms of this Agreement.
Section 13. No Other Representations.
Other than the written representations made in this Agreement, there are no other
representations related to this Agreement and the Parties do not rely on any other
representations in executing this Agreement.
AGREEMENT RELATED TO ENGINEERING CONTRACT Page 4 of6
SIGNATURES:
Greater Texoma Utility Authority
By:~__~__~~~~__________
Don Skelton, its President
STATE OF TEXAS §
§
COUNTY OF GRAYSON §
Before me, the undersigned notary public, on the __ day of , 2009,
personally appeared Don Skelton, known to me (or proved to me) to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he executed the same in
his capacity as President of the Greater Texoma Utility Authority and on behalf of Greater
Texoma Utility Authority.
Notary Public, State of Texas
City of Melissa, Texas
By: __________________________
Reed Greer, its Mayor
STATE OF TEXAS §
§
COUNTY OF COLLIN §
Before me, the undersigned notary public, on the __ day of , 2009,
personally appeared Reed Greer, known to me (or proved to me) to be the person whose name
is subscribed to the foregoing instrument and acknowledged to me that he executed the same in
his capacity as Mayor of the City of Melissa, Texas and on behalf of the City of Melissa, Texas.
Notary Public, State of Texas
AGREEMENT RELATED TO ENGINEERING CON"rRACT Page 5 of6
City of Anna,Texas
By: ____~~--~~------------
Dar
STATE OF TEXAS §
§
COUNTY OF COLLIN §
Before me, the undersigned notary public, on theJJ~ day of Aut. U ~C, 2009,
personally appeared Darren Driskell, known to me (or proved to me) to be t e person whose
name is subscribed to the foregoing instrument and acknowledged to me that he executed the
same in his capacity as Mayor of the City of Anna, Texas and on behalf of the City of Anna,
Texas.
-
Bucher, Willis & Ratliff Corporation
By: ________________~--
Robert K. Frank, its Executive Vice President
STATE OF TEXAS §
§
COUNTY OF §
Before me, the undersigned notary public, on the __day of , 2009,
personally appeared Robert K. Franke, known to me (or proved to me) to be the person whose
name is subscribed to the foregoing instrument and acknowledged to me that he executed the
same in his capacity as Executive Vice President of Bucher, Willis & Ratliff Corporation and on
behalf Bucher, Willis & Ratliff Corporation.
Notary Public, State of Texas
AGREEMENT RELATED TO ENGINEERING CONTRACT Page 6 of6
A
Greater Texoma Utility AuthOrity September 10. 2008
Mr. Jerry Chapman, General Manager Invoice No. 20070042.01 -006
5100 Airport Drive
Denison. Texas 75020
Throckmorton CreekfTrinity River Sewer Interceptor
Previously Balance
Phase II and III Contrec:t Amount Billed Amount TolaIBUlad Ramalnino
easle Engineering fees i 363.570.06 5 363.570.06 $ $ 363,570.06 $
Specialty Engineering Fees $ 218.1<12.04 $ 218.142.04 $ $ 218.142.04 $
Value Engineering (Proposed. $ 125.000.00 $ 125.000.00 $ $ 125 000.00 S
Total EnglneerfnglSurveylng Fee. @ 9.6%
of eslIn1ated Construction Costs $ 581.712.10 $ 581.712.10 $ $ 581,712.10 $
Procu ...ment @ U5'Y. of estlmated
constructlon costs $ 81.803.26 $ 81.803.26 $ S 81.803.26 $
Construction Management@J 5.4% of
estimated construction costs $ II" 327.213.06 $ 104.708.18 S 16.360.65 $ 121.068.83 $ 206.144.23
Project Planning and Managemant@
0.45% of estimated construction COlts $ /'27.1.67.75 $ 0/"27.267.75 $ $ 27,267.75 $
Totals $ 1.142.996.f 8 $ 920.491.29 $ 16.360.65 $ 936.851.95 $ 206.144.23
Revised estimated colI$tructlon COlts $ 6.059.501.05
Chang. Ordlll't3 • Creek Crossing Change Previously Balance
Order Change Amount Billed Amount Total Billed RemainIng
TotaJ engineering Feea ••.6% chage $ 11.626.18 $ $ 11.626.18 $ 11.626.18 $
Procurement @ 1.35% change $ 1.634.93 $ $ 1.634.93 $ 1.634.93 $
Totals $ 13.261.11 S $ 13.261.11 $ 13,261.11 $
Change In COmlltruction Costa S 121.106.00
Total Amount This Invoice $ 29,621.76
RECEIVED
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BUCHER. WILLIS & AAll.IFF CORPORAnON
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EXHIBITB
City of Melissa --City of Anna Wastewater Service A2reement
The City of Melissa (''Melissa'') and the City of Anna ("Anna") hereby enter into this
Wastewater Service Agreement (this "Agreement"), with an effective date of______.....:
WHEREAS, Melissa and the North Texas Municipal Water District (the ''District'') have
duly entered in to an "Amended Regional Wastewater Customer Service Contract for Customer
Service with the City Of Melissa" dated January 27, 2009 (the "Melissa-District Contract"),
attached hereto as EXhibit i}:., which requires the District to operate and maintain a wastewater
collection and treatment system to provide wastewater service to Melissa; and
WHEREAS, Melissa represents and warrants that the Melissa-District Contract is the
only current agreement between Melissa and District concerning District's provision of
wastewater collection and treatment services to Melissa and that this Agreement is in no way
limited by or in conflict with the Melissa-District Contract; and
WHEREAS, Melissa and Anna have contracted to jointly fund the construction of
certain portions of the Throckmorton Creek outfall main and the recently constructed Clemons
Creek outfall main as more fully defined in the joint construction agreements for said lines
including the Interlocal Agreement By and Between the City of Melissa, Texas and the City of
Anna, Texas for Clemons Creek executed by Melissa on March 1, 2004 and by Anna on March
3, 2004 and the Interlocal Agreement By and Between the City of Melissa, Texas and the City
Of Anna, Texas for Throckmorton Creek and Trinity River Sewer lines executed by Melissa on
May 26,2006 and by Anna on May 19, 2006, attached hereto, respectively, as EXhlbitJ3 and
:E;~~~fq, and referenced herein collectively as "Interloca1 Agreements"; and
WHEREAS, Melissa and Anna have each entered into and executed respective
agreements for debt financing for said wastewater outfall mains and appurtenances, said mains
and appurtenances to be collectively referenced herein as the "System"; and
WHEREAS, Melissa and Anna desire to specify an agreed amount of available
wastewater flow capacity through the System for Anna by allocating a certain portion of the
Melissa wastewater flow capacity under the Melissa-District Contract to Anna; and
WHEREAS, Melissa and Anna agree that planning for regional treatment will be more
cost effective than continuing to construct small phases of local wastewater treatment facilities;
and
WHEREAS, Melissa and Anna mutually agree to be subject to the provisions of Texas
Government Code §791.001, et seq., the Interlocal Cooperation Act, and other applicable
sections, statutes, and contracts pursuant thereto and that all fees and costs incurred by either
party as a result of their respective obligations hereunder shall be paid from current revenues
legally available to each party.
NOW, THEREFORE, Melissa and Anna mutually agree to the following terms and
conditions:
City of Melissa City of Anna Wastewater Service Agreement Page 1
t RECITALS
The recitals set forth above are incorporated into this Agreement as if set forth in :full for
all purposes.
II. PURPOSE
The purpose of this Agreement is for Melissa to make an allocation to Anna a certain
portion of the wastewater flow capacity that Melissa is guaranteed under the Melissa
District Contract, which is incorporated herein by reference for all purposes, so that Anna
can utilize the System by discharging into the Melissa part of the System certain agreed
upon amounts of wastewater. This Agreement is also intended to set forth: (1) the areas
from which Anna shall be entitled to allow wastewater to flow into the System; (2)
Anna's agreement to pay Melissa a proportional share of monthly transmission and
treatment costs under the Melissa-District Contract and other related costs as set forth in
this Agreement; and (3) the parties' other respective rights and obligations related to
these purposes.
III. WASTEWATER FLOW CAPACITY
A. It is agreed that the wastewater discharged by Anna through the Anna
metering stations--which shall be located at and measure the flow of Anna
wastewater into Point of Entry A and Point of Entry B as described in further
detail in the Melissa-District Contract-and into the Melissa part of the
System shall not exceed:
1. An average daily flow of 333,200 gallons or a maximum day flow
of 833,000 gallons at Point of Entry A; and
2. An average daily flow of 644,000 gallons or a maximum day flow of
1,610,000 gallons at Point of Entry B.
B. All wastewater discharged by Anna under this Agreement shall meet the
effluent quality standards specified in the Melissa-District Contract and Anna
must at all times comply with applicable state and federal law.
C. The geographical area from which Anna may collect and transfer wastewater
into the Melissa part of the System is limited to the area illustrated on the
attached EXhlbiiD, titled "Service Area Map B."
D. The location of Point of Entry A and Point of Entry B are as more particularly
described on the attached EXhlbliE.
IV. AMOUNT OF PAYMENT FOR FLOW VOLUME AND RELATED WASTEWATER
SERVICES
A. Charges for service to Anna shall be determined by the current unit cost per
thousand gallons as provided for in the Melissa-District Contract as applied to
Melissa -Anna Wastewater Service Contract for service withln areas of Anna page 2
8/18/2009
Anna's combined actual annual-flow gallons as measured by the metering
stations at Point of Entry A and Point of Entry B.
B. In addition, Anna shall be charged for System maintenance in accordance with
the provisions regarding same and set forth in the Interlocal Agreements.
C. Melissa and Anna agree that Anna has, as of the date of this Agreement, not
satisfied the obligation to pay its portion of the right-of-way acquisition costs
as required in the Interlocal Agreements, said amount being a total of One
Hundred Eighteen Thousand, Three Hundred Thirty-Two and 0011 00 Dollars
($118,332.00) (the "Right-of-Way Costs"). Simultaneously with its execution
of this Agreement, Anna shall tender the Right-of-Way Costs to Melissa,
which shall be in full and :final satisfaction of Anna's obligations with respect
to right-of-way acquisition costs to date under the Interlocal Agreements.
V. PAYMENT PROCEDURES
Payments for service shall be made monthly by Anna to Melissa consistent with the
payment provisions of the Melissa-District Contract, subject to following special
provisions:
A. Melissa shall send a written invoice to Anna on the 1st of each month (meter
reading shall be by either Melissa or District) showing the amount of actual
flow for that billing period and any maintenance costs. Each month's invoice
is due to be paid within 10 days of Anna's receipt of the invoice. If an invoice
remains unpaid for more than 30 days after it was sent, a late charge in the
amount of 10% ofthe invoice shall accrue.
B. The :first monthly payment due each fiscal year shall be twice the calculated
monthly payment with no payment due during the last month of the fiscal year
except for costs caused by adjustments based on actual flow or System
expense. At the end of each fiscal year, any deficit shall be billed to Anna and
any credit shall be applied to Anna's billing for the next fiscal year.
VI. OTHER
A. Title to all wastewater shall be in Anna until discharged at any Point of Entry
into Melissa's part of the System, as such points are identified herein and at
which points title to such wastewater shall pass to Melissa. Melissa reserves
the right of re-use of wastewater treated effluent to the extent authorized by
the State of Texas.
B. Ownership of the wastewater meter that measures the Anna volume on each
transmission main passing through Entry Point A and Entry Point B shall be
vested with Melissa until such time as the District accepts ownership of said
meters, at which time ownership of the meters and meter vaults shall be vested
in District. Until then, the wastewater meters at Entry Point A and Entry Point
B herein shall be maintained by Melissa in accordance with the District's
Melissa -Anna Wastewater Service Contract for service within areas ofAnna page 3
8118/2009
Standard Maintenance Policy for such meters. Anna shall have the right to
request verification of the accuracy of the meters by witnessing Melissa's
calibrations. Should disagreement arise regarding the accuracy of the meters,
Anna shall have the· right to have an outside meter company evaluate the
meters with Melissa personnel present once in any six (6) month period. Any
meter adjustment shall not be for a time period greater than six (6) months.
C. Anna and Melissa shall each have access to meters and controls on the meter
station sites where the Anna flow is transferred into the Melissa part of the
System.
D. Melissa and Anna hereby agree to work in good faith toward a restructuring of
this Agreement upon any circumstances that would provide relief or additional
wastewater capacity being discharged by Melissa for treatment by the District
or would otherwise allow for greater treatment capacity. The goal of such
restructuring will be to provide the City of Anna with wastewater flow
capacity consistent with Melissa's Obligation set forth in the previous
Interlocal Agreements. Such restructuring shall be in the form of a separate
written agreement between District and Anna or an amended agreement
between District and Melissa in the event that Anna is unable to secure after
negotiating in good faith, an agreement directly with the District for increased
capacity.
E. Anna and Melissa agree to perform their obligations under this Agreement
consistent with the Melissa-District Contract.
VII. TERMITERMINATION
A. The term of this Agreement is indefinite unless otherwise agreed to in writing
by the parties in accordance with applicable law and/or unless terminated
earlier as provided herein.
B. No party shall be in default under this Agreement until written notice of the
alleged failure of such party to perform has been given (which notice shall set
forth in reasonable detail the nature of the alleged failure) and until such party
has been given a reasonable time to cure the alleged failure (such reasonable
time determined based on the nature of the alleged failure, but in no event less
than thirty (30) calendar days after written notice of the alleged failure has
been given; however, such period shall be extended for such reasonable
periods that may be required under the circumstances so long as the breaching
party is diligently prosecuting the cure of such breach to completion not to
exceed ninety (90) calendar days from receipt of the notice of failure to
perform described herein. The non-defaulting party may, at its sole option
and in writing, extend the time to cure for a duration reasonable under the
circumstances.
C. In the event that a party materially breaches this Agreement after being
provided with the notice described in Paragraph VII(B) and failing to cure the
Melissa -Anna Wastewater Service Contract for service within areas ofAnna page 4
8118/2009
breach as provided therein, either party shall have available to it all rights and
remedies at law or in equity. In a suit for breach of this Agreement, the
prevailing party shall be entitled to its reasonable and necessary attorney fees.
D. The parties may terminate this Agreement at any time upon mutual written
consent.
THIS CONTRACT APPROVED BY THE City Council of the City of Anna at its Regular
meeting on the 126'"t!l day of fl \4. tll. s r 2009, with authorization for the Mayor and
City Secretary to execute the agreement n behalf ofthe City of Anna.
CITY OF ANNA . \.Ii \ I ,II IfUJI,,\\\\' 0 F iI 11111I
", _I ,., jJ I ~',,-.....
ATTEST: fO~'··· 7.J-J~1:/ #1 .. f/tJ.A.k ~E * ~
CIsECRE Y '\ :......
~ ~...... ~ ~")i..
""""1111' EX ~ """,
THIS CONTRACT REVIEWED AND APPR()WD BY THE CITY COUNCIL OF THE
CITY OF MELISSA in a Regular meeting on the day of _______
2009 with authorization for the Mayor and City Secretary to execute the agreement on behalf of
the City of Melissa.
CITY OF MELISSA
ATTEST:
CITY SECRETARY MAYOR
1/1 .".~.. rv"V: 'l/ ..... ...,~
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Melissa -Anna Wastewater Service Contract for service within areas ofAnna pageS
8/18/2009