Item 5IMEMORANDUM
January 20, 2004
To: Billy Campbell, City Manager
From: Pedram Farahnak, P.E., Director of Public Works
Subject: Authorize the Mayor to execute an Interlocal Agreement between the
City of Southlake and the City of Keller for the funding, construction,
and maintenance of water transmission pipes from Fort Worth to
Southlake.
Action Requested: Authorize the Mayor to execute an Interlocal Agreement between the City
of Southlake and the City of Keller for the funding, construction, and
maintenance of water transmission pipes from Fort Worth to Southlake.
Background
Information: The FY 2001 -2002, FY 2002 -2003 and 2003 -2004 provides funding for
design and construction of a 48 -inch water transmission line from Harmon
Road to Westport Parkway near IH 35 in Fort Worth, Texas, a 42 -inch
water transmission line from Caylor tank in Fort Worth to Pearson Road at
Florence Road and a 30 -inch transmission line from Florence Road at
Pearson Road to the Pearson Pump Station at FM 1709.
Since City of Keller has determined that it is in the best interest of that
City to share funding and use of the above referenced transmission line,
according to the Texas Local Government and the Texas Government
Codes, an interlocal agreement is required. The total cost of the
engineering and construction of all transmission lines has been estimated
at $8,300,000. This cost will be assumed at a ratio of 75% by Southlake
and 25% by the City of Keller. The interlocal agreement also addresses
operations and maintenance of the transmission lines constructed by
Southlake and allocation of cost of maintenance of the system for each
city.
Financial
Consideration: There is no direct cost associated with this interlocal agreement, CIP (FY
O1 through FY 04) provides for Southlake's share of project funding.
Citizen Input/
Board Review: Public in general has been strong supporter of this project.
Legal Review: The interlocal agreement has been prepared by the City Attorney.
Alternatives: Approve or disapprove the agreement.
Supporting
Documents: Interlocal Agreement
Location Map
Staff
Recommendation: Authorize the Mayor to execute an Interlocal Agreement between the City
of Southlake and the City of Keller for the funding, construction, and
maintenance of water transmission pipes from Fort Worth to Southlake.
Staff Contact: Pedram Farahnak, P.E., Director of Public Works, 481 -2308
Valerie Bradley, Assistant to the Director of Public Works,
481 -2342
CC: Sharen Elam, CPA, Finance Director
Page 2
AGREEMENT FOR FUNDING, CONSTRUCTION AND MAINTENANCE
OF WATER TRANSMISSION LINES
1:00Iviv1al al 21
THE CITY OF SOUTHLAKE, TEXAS
AND
THE CITY OF KELLER, TEXAS
Dated as of , 2004.
Page 3
INTERLOCAL AGREEMENT FOR
FUNDING, CONSTRUCTION AND MAINTENANCE
OF WATER TRANSMISSION LINES
STATE OF TEXAS §
COUNTY OFTARRANT §
This Interlocal Agreement for the Funding, Construction and Maintenance of
Water Transmission Lines (this "Agreement') is entered into as of the day
of , 2004, between the City of Southlake, Texas ( "Southlake ") and
the City of Keller, Texas ( "Keller ").
RECITALS
1. On May 14, 1984, Southlake and Keller entered into a contract for the
financing, construction, and maintenance of a water transmission line from the City of
Fort Worth to the Pearson Pump Station and for the sale of treated water to Keller (the
"1984 Contract "); and
2. Both Keller and Southlake own, operate and maintain a water distribution
system, and each furnishes water service to the customers within its respective
boundaries, and
3. Southlake and Keller each have a contract with the City of Fort Worth,
Texas to purchase wholesale treated water; and
4. Southlake and Keller desire to adopt a new contract to provide for the
construction of new water supply facilities to meet demand, to provide for the operation
and maintenance of existing and new water supply facilities, and to incorporate changes
as a result of amendment to the Cities' contracts with the City of Fort Worth, including
an amendment whereby Keller shall purchase water directly from Fort Worth; and
5. Southlake and Keller have determined it to be in the best interest of their
citizens in their respective cities to fund and construct new water supply facilities,
including a portion of the 48 inch water line Fort Worth intends to construct from the
Harmon Road tank in Fort Worth to the Westport Parkway site; and
6. Southlake intends to construct and maintain a 42" water line from the
Caylor Water Tank in the City of Fort Worth to Pearson Lane, and a 30" water line from
Pearson Lane and Florence Road intersection to the Keller Pearson Lane Pump Station
and the Southlake Pearson Lane Pump Station, the costs of which, under the terms of
this Agreement, shall be funded in part by Keller and shall be jointly used for the
transmission of water to both Southlake and Keller; and
7. Sections 402.001 and 402.075 of the Texas Local Government Code, and
Chapter 791 of the Texas Government Code authorize Southlake and Keller to enter
into this Agreement;
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NOW, THEREFORE, for and in consideration of the mutual covenants and
agreements contained herein, Southlake and Keller agree as follows:
1. PURPOSE
1.1 The purpose of this Agreement is to provide for the joint ownership,
construction, operation and maintenance of water supply facilities.
2. DEFINITIONS
2.1 Capital Improvements means any of the following facilities which
provide utility services and benefits common to all customers and that have a life
expectancy of three or more years, whether such capital improvements are located
within the jurisdictional limits of Southlake or Keller: water treatment facilities, metering
facilities, control systems and appurtenances, storage facilities, pumping facilities and
all water transmission mains sixteen inches (16 ") and greater in diameter.
2.2 Construction Costs means the costs of design, legal, consulting
and engineering fees, permitting, land and easement acquisition and construction costs
for any General Benefit Facility or Facility Expansion, including water treatment
facilities, metering facilities, control systems, and appurtenances, pumping facilities and
water transmission mains, and the cost of capital.
2.3 Cost of Capital means all costs and expenses, debt service,
principal, interest and other common debt service costs, included like fees, closing costs,
engineering fees, bond costs and legal expenses, and lender or bank fees associated
with each such financing.
2.4 Director is the Director of Public Works for the City of Southlake or
his or her designated representative.
2.5 Existing General Benefit Facilities are the 36 inch and 30 inch
water pipelines constructed pursuant to the 1984 Contract which have a total capacity of
20 MGD.
2.6 Facility Expansion is the expansion of the capacity of an existing
facility that serves the same function as an otherwise necessary new capital
improvement, in order that the existing facility may serve new development. The term
does not include the repair, maintenance, modernization, or an expansion of an existing
facility to better serve existing development.
2.7 Fiscal Year is the fiscal year of Southlake from October 1 through
September 30.
2.8 Fort Worth General Benefit Facilities are general benefit facilities
constructed by Fort Worth under the Fort Worth Contract.
2.9 General Benefit Facilities are water facilities shared by Southlake
and Keller (other than Fort Worth General Benefit Facilities) which provide utility
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services and benefits common to customers of both cities which include water treatment
facilities, metering facilities, control systems and appurtenances, storage facilities,
pumping facilities and all water transmission mains that are sixteen inches (16 ") and
greater in diameter.
2.10 Keller System is the Keller water treatment and distribution
system.
2.11 MGD is million gallons per day.
2.12 Operation and Maintenance Costs are the costs incurred to
operate and maintain the Existing General Benefit Facilities, the Caylor /Pearson Line
and the Pearson Pump Station Line, and related Capital Improvements including, but
not limited to, direct expenses, personnel and personnel related expenditures, utilities,
and all other costs required to operate and maintain the foregoing facilities.
2.13 Southlake System is the Southlake water treatment and
distribution system.
2.14 System Cost is the operating expense and capital related cost
incurred by Southlake pursuant to the provision of water treatment and transmission to
Keller's and Southlake's water customers.
3. CONSTRUCTION OF GENERAL BENEFIT FACILITIES
3.1 Facilities to be Constructed Keller agrees to pay Southlake the
Construction Costs for the following General Benefit Facilities as detailed below:
A. 42 -inch pipeline from the Caylor Water Tank on Caylor Lane
to the intersection of Florence and Pearson Lane (the "Caylor /Pearson Line "), as
depicted on Exhibit "A" attached hereto. The pipeline is designed for a capacity of 29
MGD, with Southlake to bear 75% of the cost of the line and Keller to bear 25 %.
B. 30 -inch pipeline from the intersection of Pearson Lane and
Florence Lane to the Pearson Lane Pump Station (the "Pearson Pump Station Line "), as
depicted on Exhibit "A" attached hereto. The pipeline is designed for a capacity of 16.5
MGD, with Southlake to bear 58% of the cost of the line and Keller to bear 42 %; and
C. 48 -inch pipeline from the Harmon Road Elevated Tank to
Westport Parkway (the "Northside 2 -11 Line "), as depicted on Exhibit "B" attached
hereto. The pipeline, to be constructed by Fort Worth, is designed for a capacity of 90
MGD. Southlake's and Keller's collective share of the capacity in said line is 29 MGD,
with Southlake's share being 22 MGD, or 75% and Keller's share being seven (7) MGD,
or 25 %, as billed by Fort Worth.
3.2 Construction Costs
A. The estimated cost to construct the Caylor /Pearson Line
(3.1.A) and the Pearson Pump Station Line (3.1.13) is $6,500,000.
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B. The estimated cost of Southlake's and Keller's collective
share to construct the Northside 2 -11 Line (3.1.C.) is estimated to be $1,800,000.
C. Keller shall pay Southlake for its estimated proportionate
share of the Construction Costs of the Caylor /Pearson Line, the Pearson Pump Station
Line, and the Northside 2 -11 Line (as outlined in Section 3 above) within 30 days of the
date of publication of the Notice to Bidders for the construction contracts for the
Caylor /Pearson Line and the Pearson Pump Station Line. Southlake agrees to give
Keller notice 90 days before the date of publication of the Notice to Bidders for the
construction contract. Prior to any and all notices and payments referred to in this
Section, Keller and Southlake shall review all project construction cost estimates to
ensure general compliance with the estimated costs in Subsections 3.1. A. and 3.1. B.
above.
D. Upon completion of the construction of lines 3.1.A, 3.1.B.
and 3.1.C., Keller's costs shall be recalculated using the actual costs Southlake incurred
for construction of the Caylor /Pearson Line (3.1.A.) and the Pearson Pump Station Line
(3.1.B.), and the actual costs billed by Fort Worth for the Northside 2 -11 Line (3.1.C),
with Keller's obligation limited to all prorated actual cost up to the Keller Pearson Lane
Pump Station with Keller's participation in the review of all construction costs and
change orders after the award of the original contract.
E. Management Fee — Keller shall pay Southlake a construction
management fee of one percent of the Construction Cost of these facilities. The fee
shall be adjusted upon the completion of construction to reflect actual construction
costs, and shall be payable upon execution of the construction contract for the new
General Benefit Facilities.
F. Should Southlake ever terminate this Agreement or refuse to
enter into a Contract in the future for the transmission of water through the General
Benefit Facilities (Lines), Southlake shall pay Keller for the depreciated value of the
pipelines. It is agreed that the General Benefit Facilities lines will be fully depreciated
after 30 years.
4. OPERATION AND MAINTENANCE COSTS OF GENERAL BENEFIT
FACILITIES
4.1 Southlake and Keller agree to share the Operation and
Maintenance costs of the General Benefit Facilities as follows: Southlake shall pay 75
percent of the operation and maintenance costs of the Caylor /Pearson Line (3.1.A.),
and the Pearson Pump Station Line (3.1.B.) and 50 percent of the operation and
maintenance costs of the Existing General Benefit Facilities. Keller agrees to pay 25
percent of the operation and maintenance costs of the Caylor /Pearson Line (3.1.A.) and
the Pearson Pump Station Line (3.1.B.), and 50 percent of the Operation and
Maintenance costs of the Existing General Benefit Facilities. Based upon the foregoing,
Keller agrees to pay Southlake for 17/49 of the costs of annual operation and
maintenance of the foregoing General Benefit Facilities. The 17/49 is based upon a
maximum capacity of 49 MGD with 10 MGD capacity allocated to Keller for existing
General Benefit Facilities and 7 MGD capacity allocated to Keller on the Caylor /Pearson
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Line and the Pearson Pump Station Line. System water losses shall be borne by the
parties according to their respective reserved capacities. System water losses shall be
determined by calculating the difference between the amount of water measured from
the meter readings at the Beach Street and Caylor Lane meters and the amount of
water measured from the meter readings at the Keller Pearson Lane and the Southlake
Pearson meters.
4.2 Southlake shall bill Keller monthly an estimated amount as set forth
in Section 4.1 for the costs for operation and maintenance of the Existing General
Benefit Facilities and the Caylor /Pearson Line and the Pearson Pump Station Line.
Each October, Southlake shall calculate the annual System Costs of the General
Benefit Facilities and use these costs to calculate Keller's proportionate share of the
costs. Southlake shall bill Keller for the difference in the actual costs and the amount
Keller has paid for its share of Operating and Maintenance Costs for the previous 12
months. If the actual cost of Keller's proportionate share is less than the amount that
Keller has paid over the previous 12 months, Keller shall be entitled to a credit on its
next monthly payment. The monthly charges for Operation and Maintenance Costs for
the General Benefit Facilities for the next 12 months shall be determined by the annual
costs divided by 12. The October bill for September usage shall reflect any necessary
annual adjustments due to actual costs.
4.3 Keller shall pay for its obligations hereunder as follows: All such
bills shall be due and payable by Keller within 20 calendar days from the billing date;
provide however, in the event that Keller submits to Southlake within 20 calendar days a
legitimate written dispute of the amount billed detailing the reason for the dispute, the
bill shall not be considered late until 45 days from the billing date. The undisputed
portion of the bill shall be due within 20 calendar days from the billing date. The bills will
show current charges, as well as past -due charges, if any. Past -due charges shall be
the total amount unpaid from all prior billings as of the current billing date. A late fee of
five percent of the total billing shall be added to payments made after the due date.
Payments received by Southlake shall first be applied to the past -due charges, if any,
and thereafter to the current charges.
4.4 The parties hereto agree that services obtained pursuant to this
Agreement are essential and necessary to the operation of Keller's and Southlake's
waterworks facilities and that all payments made by Keller and Southlake hereunder
shall constitute reasonable and necessary operating expenses of Keller's and
Southlake's waterworks and wastewater systems within the meaning of Chapter 1502,
Texas Government Code, and the provisions of any and all ordinances of Keller and
Southlake authorizing the issuance of any long term debt of Keller and Southlake which
are payable from its waterworks and wastewater systems.
4.5 Keller agrees, throughout the term of this Agreement, to fix utility
rates and collect such fees and charges for water service to be supplied to its
customers as will produce revenues in an amount equal to at least: (i) all of operation
and maintenance expenses of its water system, including specifically its payments
under this Agreement; and (ii) all other amounts as required by law and the provisions
of the ordinances or resolutions authorizing its long term debt or other obligations now
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or hereafter outstanding, including the amounts required to pay all principal of and
interest on such bonds and other obligations.
4.6 Keller understands that Southlake may annually revise the utility
rates, fees and charges charged to cover all reasonable, actual, and expected operation
and maintenance costs. Any allocable operation and maintenance cost adjustment rate
increase shall be based upon a rate study performed or obtained by Southlake during
October 1 and December 30 of the preceding year, with adjustments due as of January
1 of the following year.
4.7 If Keller disputes a bill and is unable to resolve the difference
informally, Keller shall notify the Director in writing. If the Director and Keller are unable
to resolve the disputed bill, agreement on the bill will be determined by third party
mediation, as hereinafter provided. Dispute of a bill shall not be grounds for non-
payment. In the event a payment is not paid as specified in this Agreement, the late fee
provided in Section 4. 6 shall be imposed. In the event that a billing adjustment is
agreed upon or established by mediation the amount found to be incorrect will be
adjusted in accordance therewith to Keller's account.
4.8 The parties agree that one -half of the balance of funds, if any, in
the joint maintenance account established pursuant to the 1984 Contract shall be
credited towards Keller's obligations under this Section.
5. EFFECTIVE DATE AND TERM
5.1 The effective date of this Agreement is the date the Agreement is
entered into as set forth in the introductory paragraph.
6. METERING AND BILLING SERVICES
6.1 Keller and Southlake are constructing meter stations at their
respective metering points that meet the operational specifications of the City of Ft.
Worth that will accomplish metering for wholesale water consumptions. These metering
stations shall be turned over to the City of Ft. Worth for ownership, maintenance, and
operation. The City of Ft. Worth shall read the meters monthly and submit a water bill to
the City of Keller and Southlake representing their respective water consumptions. Both
cities agree that payment terms for water loss will be similar for both cities and shall be
included in the revised water purchase agreement with the City of Ft. Worth.
7. RIGHTS -OF -WAY
7.1 Each party shall grant, without charge to the other party, such
easements and rights -of -way along public highways or other property owned by such
party, as requested by the other party, in order to construct or maintain water
transmission mains or facilities within the service area of either party to provide water to
Keller and to Southlake. Keller agrees to assist Southlake in acquiring any additional
easements or rights -of -way necessary for the construction or maintenance of these
facilities, including exercising Keller's power of eminent domain, if necessary.
Southlake agrees to assist Keller in acquiring any additional easements or rights -of -way
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necessary for the construction or maintenance of these facilities, including exercising
Southlake's power of eminent domain, if necessary.
7.2 All work done by or on behalf of Southlake under this Section will
be performed in accordance with specifications equal to those applying to work of a
similar nature performed within Southlake, but neither party hereto will be required to
restore the other's property to a condition equal to its original condition, unless
otherwise mutually agreed in writing.
7.3 Southlake and Keller agree to coordinate the location of the mains
and /or facilities in the other's easements and rights -of -way in order to prevent further
conflicts insofar as it is reasonably practicable.
8. TERMINATION
8.1 This Agreement may be terminated in whole or in part by the mutual
consent of Keller and Southlake. Notwithstanding anything contained herein to the
contrary, any breach by either party hereto to perform any of the duties or the
obligations assumed by such party hereunder or to faithfully keep and perform any of
the terms, conditions and provisions hereof shall be cause for termination of this
Agreement by either party in the manner set forth in this Section. Either party desiring
to terminate this agreement shall deliver to the other party 90 days prior written notice,
except that in the event of nonpayment, Southlake shall be required to give 30 days
prior notice, or the number of days notice which Southlake is required to give pursuant
to its contract with Fort Worth of its intention to so terminate this Agreement if Keller
fails to cure or adjust such breach, including in such notice a reasonable description of
the breach. If, within said notice period, Keller shall fail or refuse to cure such material
breach to the satisfaction of Southlake, then and in such event, Southlake shall have
the right without any liability whatsoever on the part of Southlake, to declare this
Agreement terminated. In the event of termination of this Agreement, all rights, powers,
and privileges of Keller hereunder shall cease and terminate and Keller shall make no
claim of any kind whatsoever against Southlake, its agents or representatives, by
reason of such termination or any action incident thereto. Southlake shall advise Keller
in writing immediately upon acceptance of the cure of any breach.
8.2 Upon termination of this Agreement, Keller shall pay to Southlake
all amounts owed or accrued for the operation and maintenance of the General Benefit
Facilities through the date of termination.
9. LIABILITY FOR DAMAGES
9.1 Liabilities for damages arising from the treatment, transportation
and delivery of water provided hereunder shall be borne by and remain with each city
according to its proportionate share of the costs as provided in Section 4.1. In the
event of a claim for capacity in the Existing General Benefit Facilities, Keller and
Southlake shall share equally in the responsibility for defending the claim, and for the
costs of any settlement or judgment resulting from the claim.
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9.2 Each party hereto agrees to save and hold the other party harmless
from all claims, demands, and causes of action that may be asserted by anyone on
account of the quality, transportation and delivery while water is in the control of such
party. This covenant is not made for the benefit of any third party.
9.3 Contracts made and entered into by either Keller or Southlake for
the construction, reconstruction or repair of any Delivery Facility shall include the
requirement that the independent contractor(s) must provide adequate insurance
protecting both Keller and Southlake as co- insureds. Such contract must also provide
that the independent contractor(s) agree to indemnify, hold harmless and defend both
Keller and Southlake against any and all suits or claims for damages of any nature
arising out of the performance of such contract.
10. FORCE MAJEURE
10.1 If by any reason of force majeure, either party hereto shall be
rendered unable, wholly or in party, to carry out its obligations under this Agreement,
other than the obligation of the Keller to make payments required under the terms
hereof, then if such parties shall give notice and full particulars of such force majeure in
writing to the other party within a reasonable time after the occurrence of the event or
cause relied on, the obligation of the party giving such notice, so far as it is affected by
such force majeure, shall be suspended during the continuance of the inability then
claimed, but for no longer period, and such party shall endeavor to remove or overcome
such inability with all reasonable dispatch.
10.2 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, insurrection, riots, epidemics, landslides, lightning, earthquake, fires,
hurricanes, storms, floods, washouts, arrests, restraints 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 Southlake to deliver
water hereunder or Keller to receive water hereunder on account of any other cause not
reasonably in the control of the party claiming such inability.
11. NOTICE
11.1 All notices, requests and communications under this Agreement
shall be given in writing, addressed to Southlake or Keller at their respective addresses
set forth below and either (i) hand delivered, (ii) sent by telecopy or a nationally
recognized overnight courier service, or (iii) mailed by registered or certified mail, return
receipt requested, postage prepaid.
To Keller: City of Keller, Texas
P.O. Box 770
Keller, TX 76248
Attn: City Manager
To Southlake: City of Southlake
1400 Main Street, Suite 460
Southlake, TX 76092
Attn: City Manager
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Any notice under or pursuant to this Agreement and given in
accordance with this Section shall be deemed received upon the earlier of: (1) actual
receipt, (2) if mailed, three (3) days after deposit in an official depository of the United
States Postal Service, and (4) if sent by a nationally recognized overnight courier
service, the day following the mailing. Any party may change its address for notice
purposes by sending the other party a notice of the new address.
12. MEDIATION
12.1 Whenever any disputed matter is specifically authorized by this
Agreement to be determined by the use of an mediator, the following procedure is to be
followed. The party requesting that the dispute be settled by mediation shall serve on
the other party a request in writing that such matter be submitted to mediation. Keller
and Southlake shall mutually agree in writing on the selection of any mediator. Such
agreement shall be made within 10 days from the date that the request for mediation is
received. If an agreement is not reached on the selection of the impartial mediator on
or before the 10 day after the date that notice is received, the Director shall
immediately request a list of seven qualified neutral mediators from the Federal
Mediation and Conciliation Service, or either's successor in function. Keller and the
Director may mutually agree on one of the seven mediators on the list to mediate the
dispute. If they do not agree within five working days after the receipt of the list, Keller
and the Director shall alternate striking a name from the list and the name remaining
shall be the mediator. Keller and the Director shall mutually agree on a date for the
mediation hearing. The decision of the mediator shall not be final, but shall be a
condition precedent to filing suit. All costs of mediation shall be considered an
Operation and Maintenance Cost. Mediation shall take place in Tarrant County, Texas.
13. INSPECTION AND AUDIT
13.1 Each party hereto shall keep complete records and accounts
pertaining to this Agreement in accordance with State Law or for a minimum period of
five years. Each party shall at all times, upon notice, have the right at reasonable times
to examine and inspect said records and accounts during normal business hours; and
further, if required by any law, rule or regulation, make said records and accounts
available to federal and /or state auditors.
14. MISCELLANEOUS
14.1 This Agreement is subject to all applicable federal and state laws
and any applicable permits, amendments, orders, or regulations of any state or federal
governmental authority having or asserting jurisdiction, but nothing contained herein
shall be construed as a waiver of any right to question or contest any such law, order,
rule or regulation in any forum having jurisdiction.
14.2 Keller agrees to abide by any changes in this Agreement made
necessary by any new, amended, or revised state or federal regulation.
14.3 Upon prior notice by either party, any authorized employee or
representative of such party bearing identification shall notify the other party of need for
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access to any premises located within the other party's service area or served by the
other party as may be necessary for the purpose of inspections and observation,
measurements, sampling and testing and /or auditing, in accordance with the provisions
of this Agreement. The other party may elect to accompany the requesting party's
representative. To the extent permitted by law, the requesting party agrees to indemnify
the other party for any damage or injury to person or property caused by the negligence
of such duly authorized employee while such employee is in the course and scope of
his employment.
14.4 In addition to any other remedy as may be provided by law, this
agreement shall be specifically enforceable by the parties hereto. Venue for any action
shall be in Tarrant County, Texas.
14.5 It is agreed that, in the event any term or provision herein contained
is held to be invalid by any court of competent jurisdiction, the invalidity of such term or
provision shall in no way affect any other term or provision contained herein; further, this
Agreement shall then continue as if such invalid term or provision had not been
contained herein.
14.6 Keller may not assign this Agreement without the prior written
consent of Southlake. Southlake may not assign this Agreement without the prior
written consent of Keller.
15. INDEMNIFICATION
15.1 To the extent permitted by law, Keller agrees to indemnify and save
and hold Southlake harmless from all claims, liabilities, demands, attorneys' fees and
causes of action arising from any negligent act or omission of Keller. This covenant is
not made for the benefit and shall not inure to the benefit of any third party.
15.2 To the extent permitted by law, Southlake agrees to indemnify and
save and hold Keller harmless from all claims, liabilities, demands, attorneys' fees and
causes of action arising from any negligent act or omission of Southlake. This covenant
is not made for the benefit and shall not inure to the benefit of any third party.
16. AMENDMENT
16.1 Any agreement hereafter made between Southlake and Keller shall
be ineffective to modify, release, or otherwise affect this Agreement, in whole or in part,
unless such agreement is in writing and signed by both parties.
17. WAIVER.
17.1 The failure of either party to this Agreement to complain of any
action, non - action, or default of the other party shall not constitute a waiver of any of
such party's rights under this Agreement.
17.2 Waiver by either party to this Agreement of any right for any default
of the other party shall not constitute a waiver of any right for either party for a prior or
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subsequent default of the same obligation or for any prior or subsequent default of any
other obligation.
17.3 No right or remedy of either party under this Agreement or
covenant, duty, or obligation of either party under this Agreement shall be deemed
waived by the other party to this Agreement unless such waiver is in writing and signed
by the waiving party.
18. PARTIES AND SUCCESSORS
18.1 Subject to the limitations and conditions set forth elsewhere herein,
this Agreement shall bind and inure to the benefit of the respective heirs, legal
representatives, successors, and assigns of the parties hereto.
19. CAPTIONS.
19.1 The captions in this Agreement are inserted only as a matter of
convenience and for reference and they in no way define, limit, or describe the scope of
this Agreement or the intent of any provision hereof.
20. NUMBER AND GENDER
20.1 All genders used in this Agreement shall include the other genders,
the singular shall include the plural, and the plural shall include the singular, whenever
and as often as may be appropriate.
21. ENTIRE AGREEMENT
21.1 This Agreement, including all exhibits which may be attached hereto
(which exhibits are hereby incorporated herein and shall constitute a portion hereof
contains the entire agreement between Keller and Southlake with respect to the subject
matter hereof. Further, the terms and provisions of this Agreement shall not be
construed against or in favor of a party hereto merely because such party or its counsel
is the drafter of this Agreement.
22. ATTORNEY'S FEES
22.1 In the event Southlake or Keller defaults in the performance of any
of the terms, agreements or conditions contained in this Agreement and the
enforcement of this Agreement, or any part thereof, is placed in the hands of any
attorney who files suit upon the same, the non - prevailing party shall pay the reasonable
attorneys fees, expenses and costs of the prevailing party.
Page 14
EXECUTED as of the date hereinabove first set forth.
CITY OF SOUTHLAKE, TEXAS
Billy Campbell, City Manager
ATTEST:
Lori Farwell, City Secretary
Approved as to Form
Southlake City Attorney
CITY OF KELLER, TEXAS
Lyle H. Dresher, City Manager
ATTEST:
Sheila Stephens, City Secretary
Approved as to Form
L. Stanton Lowry, City Attorney
Page 15
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KELLER +Z4•
EXISTING FW NORTHSIDE II WATER LINE
- AND PUMP STATION 30" -
- -- — EXISTING FW NORTHSIDE III WATER LINE
_
-
-.
SOUTHLAKE
>.�_."- re.=..x -_.. PROPOSED WATER LINES
PROPOSED LINE SIZE
30,
1z4 TAW
—
ANDPUMPSTATION
TANK
PUMP
4
M
36
—
I
I TIN ! WAT R
EX S G E SUPPLY LINE
EXHIBIT A
6 prtRROw ELV.
KEILER P.4
SOUTHLAKE WATER
- -
SUPPLY LINES
EXHIBIT "B"
EXHIBIT "C"
Existing Connections Outside of the Keller System
None
Existing Connections Outside of the Southlake System
None