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HomeMy WebLinkAboutRes 2013-04-02 GTUA Indemnity Agreement S Well.pdfCITY OF ANNA, TEXAS RESOLUTION NO. 2013-04-02 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AN INDEMNITY AND HOLD HARMLESS AGREEMENT WITH THE GREATER TEXOMA UTILITY AUTHORITY WHEREAS, in connection with the South Well Surface Water Supply Line Project, the Greater Texoma Utility Authority has asked the City of Anna, Texas (the City) to approve an Indemnity and Hold Harmless Agreement (the Agreement), and; WHEREAS, the City Council of the City of Anna, Texas finds that approval of the Agreement is in the best interests of the City; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: Section 1. Recitals Incorporated. The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Approval of Agreement. The City Council of the City of Anna, Texas hereby approves the Indemnity and Hold Harmless Agreement Between Greater Texoma Utility Authority and City Of Anna, Texas, attached hereto as Exhibit 1; and authorizes, ratifies and approves the City Manager's execution of same. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 9t" day of April, 2013. ATTEST: Nati} Wilkison, City Secretary OF W S p o RES. 2013-04-02 GTUA Indemnity Agreement -S Well Surface Water PAGE 1 OF 1 04-09-13 INDEMNITY AND HOLD HARMLESS AGREEMENT BETWEEN GREATER TEXOMA UTILITY AUTHORITY AND CITY OF ANNA This Indemnity and Hold Harmless Agreement (the "Agreement") is made and entered into this day of April, 2013, by and between the CITY OF ANNA, TEXAS ("Anna") and GREATER TEXOMA UTILITY AUTHORITY ("GTUA"). RECITALS WHEREAS, GTUA acquired easements and rights of way for a treated waterline, commonly known as the Collin -Grayson Municipal Alliance ("CGMA") Waterline Project. This waterline was completed and has provided reliable surface water to the cities of Melissa, Anna, Van Alstyne and Howe, Texas, WHEREAS, ANNA desires to construct a waterline to run perpendicular from the existing CGMA waterline that is currently located in the bar ditch adjacent to the west side of Sherley Avenue, to a meter location east of Sherley Avenue ("Proposed Waterline"), as depicted in the drawing prepared by Birkhoff, Hendricks & Carter, Professional Engineers. WHEREAS, a portion of the proposed waterline may be located within the right of way of the Dallas Area Rapid Transit System ("DART"). WHEREAS, GTUA is willing to assist ANNA with its efforts to install the proposed waterline. NOW, THEREFORE, in consideration of the agreements and undertakings hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy therefore being hereby acknowledged, GTUA and ANNA agree as follows: AGREEMENT 1. Indemnity and Hold Harmless. Anna agrees to indemnify, hold harmless and defend GTUA, its agents, servants, employees, officers, directors and attorneys from any damages to GTUA, or from any and all claims arising by, through, or under this agreement, to include claims or causes of action for damages asserted or arising out of any act, omission, activity, or occurrence resulting from the location of the placement and installation of the Proposed Waterline, specifically including any claims asserted by DART or any third party for damages or injuries associated with the location of said placement and installation by GTUA, its contractors, employees, agents, subcontractors or other persons acting under GTUA's direction or supervision on the Proposed Waterline; said indemnification to include all attorneys fees, costs, and expenses associated with any claims made, or actions brought against GTUA. Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 1 2. Whole Agreement. This Agreement constitutes the whole of the understanding, discussions, and agreements by and between GTUA and ANNA concerning the specific subject matter of this Agreement. The terns and provisions of this Agreement are contractual and not mere recitals. GTUA and ANNA acknowledge that there have been no oral, written or other agreements of any kind as a condition precedent to or to induce the execution and delivery of this Agreement. Any written or oral discussions conducted prior to the effective date of this Agreement shall not in any way vary or alter the terms of this Agreement. 3. Changes. This Agreement shall not be changed, amended or altered in any way except in writing and executed by both GTUA and ANNA. 4. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. 5. Recitals. The Recitals contained in this Agreement are incorporated herein by reference and made a part hereof. 6. Governing Law and Jurisdiction. This Agreement shall be governed by and controlled by the laws of the State of Texas and the parties to this Agreement, in the event of any dispute involving this Agreement, agree that they will submit to the exclusive jurisdiction of the district courts of Grayson County, Texas. 7. Effective Date. This Agreement is effective as of the date first written above. 8. Successors and Assigns. This Agreement shall be binding upon the parties and their respective successors and assigns. 9. Invalidity, Illegalitv or Unenforceability. In the event that one or more provisions of this Agreement shall be declared to be invalid, illegal or unenforceable in any respect, unless such invalidity, illegality or unenforceability shall be tantamount to a failure of consideration, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby. Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 2 9. Construction of Aureement. It is understood and agreed by GTUA and ANNA that this Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. 9. Confidentiality Agreement. It is understood and agreed by GTUA and ANNA that this Agreement and all of its terms shall be held in confidence by the parties hereto and not disclosed to any third parties, except as may become necessary to comply with the Texas Public Information Act, Attorney General decisions, an enforceable court order or subpoena, or any applicable law requiring disclosure of same. The parties agree to notify one another in the event that either of them intends to disclose this Agreement or any of its contents in advance of such disclosure. This provision does not prevent the parties from making any disclosures that are necessary to allow the parties' respective professional consultants to render services and advice in the due course of business. Otherwise, the panties shall take all reasonable steps to resist and prevent the disclosure of this Agreement and its contents. IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above, and each of the undersigned personally represent and warrant that they have the full right, power and authority to execute this Agreement on behalf of the respective parties. GREATER TEXOMA UTILITY AUTHORITY By:_ Title: CITY OF ANNA TEXAS By: � Title: Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 3 INDEMNITY AND HOLD HARMLESS AGREEMENT BETWEEN GREATER TEXOMA UTILITY AUTHORITY AND CITY OF ANNA This Indemnity and Hold Harmless Agreement (the "Agreement") is made and entered into this day of April, 2013, by and between the CITY OF ANNA, TEXAS ("Anna") and GREATER TEXOMA UTILITY AUTHORITY ("GTUA"). RECITALS WHEREAS, GTUA acquired easements and rights of way for a treated waterline, commonly known as the Collin -Grayson Municipal Alliance ("CGMA") Waterline Project. This waterline was completed and has provided reliable surface water to the cities of Melissa, Anna, Van Alstyne and Howe, Texas. WHEREAS, ANNA desires to construct a waterline to run perpendicular from the existing CGMA waterline that is currently located in the bar ditch adjacent to the west side of Sherley Avenue, to a meter location east of Sherley Avenue ("Proposed Waterline"), as depicted in the drawing prepared by Birkhoff, Hendricks & Carter, Professional Engineers. WHEREAS, a portion of the proposed waterline may be located within the right of way of the Dallas Area Rapid Transit System ("DART"). WHEREAS, GTUA is willing to assist ANNA with its efforts to install the proposed waterline. NOW, THEREFORE, in consideration of the agreements and undertakings hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy therefore being hereby acknowledged, GTUA and ANNA agree as follows: AGREEMENT 1. Indemnity and Hold Harmless. Anna agrees to indemnify, hold harmless and defend GTUA, its agents, servants, employees, officers, directors and attorneys from any damages to GTUA, or from any and all claims arising by, through, or under this agreement, to include claims or causes of action for damages asserted or arising out of any act, omission, activity, or occurrence resulting from the location of the placement and installation of the Proposed Waterline, specifically including any claims asserted by DART or any third party for damages or injuries associated with the location of said placement and installation by GTUA, its contractors, employees, agents, subcontractors or other persons acting under GTUA's direction or supervision on the Proposed Waterline; said indemnification to include all attorneys fees, costs, and expenses associated with any claims made, or actions brought against GTUA. Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 1 2. Whole Agreement. This Agreement constitutes the whole of the understanding, discussions, and agreements by and between GTUA and ANNA concerning the specific subject matter of this Agreement. The terms and provisions of this Agreement are contractual and not mere recitals. GTUA and ANNA acknowledge that there have been no oral, written or other agreements of any kind as a condition precedent to or to induce the execution and delivery of this Agreement. Any written or oral discussions conducted prior to the effective date of this Agreement shall not in any way vary or alter the terms of this Agreement. 3. Changes. This Agreement shall not be changed, amended or altered in any way except in writing and executed by both GTUA and ANNA. 4. Execution. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original. 5. Recitals. The Recitals contained in this Agreement are incorporated herein by reference and made a part hereof. 6. Governing Law and Jurisdiction. This Agreement shall be governed by and controlled by the laws of the State of Texas and the parties to this Agreement, in the event of any dispute involving this Agreement, agree that they will submit to the exclusive jurisdiction of the district courts of Grayson County, Texas. 7. Effective Date. This Agreement is effective as of the date first written above. 8. Successors and Assigns. This Agreement shall be binding upon the parties and their respective successors and assigns. 9. Invalidity, Illegality or Unenforceability. In the event that one or more provisions of this Agreement shall be declared to be invalid, illegal or unenforceable in any respect, unless such invalidity, illegality or unenforceability shall be tantamount to a failure of consideration, the validity, legality and enforceability of the remaining provisions contained in this Agreement shall not in any way be affected or impaired thereby. Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 2 9. Construction of Agreement. It is understood and agreed by GTUA and ANNA that this Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. 9. Confidentiality Agreement. It is understood and agreed by GTUA and ANNA that this Agreement and all of its terms shall be held in confidence by the parties hereto and not disclosed to any third parties, except as may become necessary to comply with the Texas Public Information Act, Attorney General decisions, an enforceable court order or subpoena, or any applicable law requiring disclosure of same. The parties agree to notify one another in the event that either of them intends to disclose this Agreement or any of its contents in advance of such disclosure. This provision does not prevent the parties from making any disclosures that are necessary to allow the parties' respective professional consultants to render services and advice in the due course of business. Otherwise, the parties shall take all reasonable steps to resist and prevent the disclosure of this Agreement and its contents. IN WITNESS WHEREOF, the parties have executed this Agreement on the date indicated above, and each of the undersigned personally represent and warrant that they have the full right, power and authority to execute this Agreement on behalf of the respective parties. GREATER TEXOMA UTILITY AUTHORITY By:_ Title: CITY OF ANNA TEXAS By: . Title: Indemnity and Hold Harmless Agreement between GTUA and City of Anna ................................................... Page 3