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HomeMy WebLinkAboutNovember 20, 2007 Special Session BackupTown of Trophy Club Municipal Utility District No.1 Meeting Agenda 100 Municipal Drive Trophy Club, Texas 76262 Tuesday, November 20, 2007 4:00 P.M. A.1 Call to Order and Announce a Quorum. A.2 Public Comments or Presentations. B.1 Discuss and take appropriate action relative to the Interlocal Agreement between Trophy Club MUD No. 1 and Trophy Club MUD No. 2 and the Town of Trophy Club to provide water supply and wastewater treatment services to the Town of Trophy Club (money contract). B.2 Discuss and take appropriate action relative to the Interlocal Agreement between Trophy Club MUDs (Trophy Club MUD 1, Trophy Club MUD 2, and Trophy Club Master District) and the Town of Trophy Club to provide water supply and wastewater treatment and operational services to the Town of Trophy Club (operations contract). D.1 Set Next Meeting Date Next regularly scheduled meeting date: Tuesday, December 4, 2007, at 6 p.m. or Tuesday, January 8th, 2008 at 6 p.m. F.1 Adjourn. MUNICIPAL UTILITY DISTRICT #1 From: The Office of the Municipal Utility District#1 Date: 11-20-2007 Subject: Agenda Item No.A.1 Call to Order and Announce a Quorum. (mm) MUNICIPAL UTILITY DISTRICT #1 From: The Office of the Municipal Utility District#1 Date: 11-20-2007 Subject: Agenda Item No.A.2 Public Comments or Presentations. (mm) MUNICIPAL UTILITY DISTRICT #1 From: The Office of the Municipal Utility District#1 Date: 11-20-2007 Subject: Agenda Item No.B.1 Discuss and take appropriate action relative to the Interlocal Agreement between Trophy Club MUD No. 1 and Trophy Club MUD No. 2 and the Town of Trophy Club to provide water supply and wastewater treatment services to the Town of Trophy Club (money contract). EXPLANATION: Since MUD 1 was meeting on the “Operations” contract, staff decided to include this just in case MUD 1 wanted to take action on the latest “Money” contract. Enclosed contract has been changed to reflect the change from 2013 to 2018. ARTICLE V. TERM 5.1 Term. This Contract shall become effective upon approval by each of the representative governing bodies of Town, MUD1 and MUD2 and upon execution by their respective representatives shall remain in effect until May 7th, 2018, or until the date on which the entire sum of Utility Fees {See Article IV, Section 4.1 (B) supra} shall reach $3,260,000, whichever shall come first, unless terminated for cause by any party as provided herein. RECOMMENDATION: Staff recommends approval. (wrf) Attachments: 1. Interlocal Agreement/Money Contract CONTRACT FOR WATER SUPPLY AND WASTEWATER TREATMENT, BETWEEN THE TOWN OF TROPHY CLUB, TEXAS, TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 AND TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 2 This WATER SUPPLY and WASTEWATER TREATMENT CONTRACT (“Contract”) is entered into between THE TOWN OF TROPHY CLUB, TEXAS, a home rule municipality located in Denton and Tarrant Counties (hereinafter “Town”), TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (hereinafter “MUD1”), and TROPHY CLUB MUNICIPAL UTILITY NO. 2 (hereinafter “MUD2”), both Districts created pursuant to Section 59, Article XVI, Texas Constitution and the Texas Water Code, Chapter 54, hereafter referred to collectively as “MUDs.” Recitals WHEREAS, MUDs currently supply water and wastewater treatment and distribution and collection services to those customers located within the boundaries of MUDs; and WHEREAS, Town is empowered under the Texas Constitution and laws of the State of Texas to provide Water and Wastewater Services to a certain portion of property located within the territorial boundaries of Town which property is not located within the boundaries of MUDs nor is provided water or wastewater services therefrom, hereinafter referred to as the “Property” and more fully described in Exhibit “A”; and WHEREAS, as a result of the development occurring on the Property, Town desires to receive access to water supply and wastewater treatment from MUDs to serve the Property, in accordance with the terms and provisions set forth herein; and WHEREAS, Town has created Trophy Club Public Improvement District No. 1 (hereinafter the “PID”) within the boundaries of the Property; and WHEREAS, in the process of creating the PID and the accompanying development agreement, the Developer(s) of the Property has agreed to make certain payments to Town for the right to access and receive water supply and wastewater treatment from the existing water and wastewater facilities owned by MUDs, and Town has agreed to enter into this interlocal agreement with MUDs to secure the desired water supply and wastewater treatment facilities for the Property and such services specifically set forth herein; and WHEREAS, MUDs understand and acknowledge that they are entering into this Contract to provide Water Supply Transmission Services and/or Wastewater Services for the purpose of allowing the Town to provide Water and Wastewater Services to Town Customers; and WHEREAS, the purpose of this Agreement is to outline the terms and conditions of payment for which MUDs will provide access to water supply and wastewater treatment and the payments that will be made for such access; and WHEREAS, the Interlocal Cooperation Act, Texas Government Code, Chapter 791, et seq., as amended (the “Act”) provides authority for governmental entities of the State of Texas to enter into Interlocal Agreements with each other regarding governmental functions and services as set forth in the Act; and WHEREAS, the provision of water and wastewater facilities is a valid governmental function necessary for the public health, safety and welfare as provided in the Intergovernmental Relations Section of the Texas Government Code at Chapter 791.026 which authorizes the Parties to contract to obtain or provide all or part of water supply and wastewater treatment facilities under a contract that extends for any period on which the parties agree; and WHEREAS, each Party hereto paying for the performance of governmental functions or services shall make such payments from current revenues legally available to the paying Party and each Party hereby finds and agrees that it is fairly compensated for the services or functions performed under the terms of this Contract. NOW, THEREFORE, Town and MUDs, for and in consideration of the recitals set forth above and terms and conditions below, agree as follows: ARTICLE I. INCORPORATION / DEFINITIONS / EXHIBITS 1.1 Incorporation of Recitals. The foregoing recitals are agreed upon and incorporated herein as a part of this Contract. 1.2 Definitions. Unless the content indicates others, the following words used in this Contract shall have the following meanings: Commission means the Texas Commission on Environmental Quality and any successor or successors exercising any of its duties and functions related to municipal utility districts. Developer(s) means the owner and additional owners of the Property as identified in the Highlands at Trophy Club Development and Public Improvement District Agreement executed by and between Town and record owners of the Property and shall also include subsequent Person(s) who purchase the Property or a portion thereof. Development Agreement means that separate agreement between Town and the Developer(s) of the Property, as amended from time to time, regulating the terms and conditions of the development of that Property and under which the Developer has agreed to make certain payments to Town in consideration for Town’s agreement to enter into a contract with MUDs to purchase water supply and wastewater treatment for the benefit of the Property. EPA means the federal Environmental Protection Agency and any successor or successors exercising any of its duties and functions related to municipal utility districts. Existing Infrastructure means Water System and Wastewater System and all components thereof existing and operational and owned and/or controlled by MUDs, whether individually or jointly, on the date of execution of this Contract. Fort Worth Water Contract means the Contract for Water Service between the City of Fort Worth, Texas, and Trophy Club Municipal Utility District No. 1, dated September 22, 1992, as amended. Interconnect Line means the water line(s) constructed by Town to connect to MUDs’ Water System of the size and at the location to be mutually agreed upon by Town and MUDs. Lift Station means any mechanical means of conveying wastewater by force. Parties or Party shall mean either one or more of the MUDs or Town or both, as the context provides. Person(s) means an individual, corporation, partnership, association, joint venture or any other third party legal entity. Points of Connection of Wastewater means that point or points where Town Wastewater System connects to MUDs’ Wastewater System. Points of Connection of Water means that point or points where Town Water System connects to MUDs’ Water System. Property means that certain portion of property located within the territorial boundaries of Town of Trophy Club and to which Town is empowered under the Texas Constitution and laws of the state of Texas to provide Water and Wastewater Services and which property is not located within the boundaries of either of MUDs nor is provided Water or Wastewater services from either of MUDs. Town means Town of Trophy Club, Texas, a home rule municipality located in Denton and Tarrant Counties, Texas, and all land included within the territorial limits and extraterritorial jurisdiction of Town, at Town’s creation and thereafter annexed from time to time, excluding any and all land that is part of the Town but which lies outside of the service area as identified in the Fort Worth Water Contract. Town Customers means any Person(s) not in the MUD districts who has the right to receive, who contract to receive or who otherwise receive Water and/or Wastewater Services from Town Water Distribution System and/or Town Wastewater Collection System. Town Wastewater Collection System means the wastewater system that may be constructed, owned and operated by Town to serve Town for the collection of Wastewater received from customers within Town, ending at the Point of Connection of Wastewater, and will include any sewer force mains and Lift Stations that will be required to transport Wastewater to the Point of Connection of Wastewater. Town Water Distribution System means the water distribution system that may be constructed, owned and operated by Town for the distribution of potable water received from MUDs to Town Customers and beginning at the Points of Connection of Water. Town Water Tower means a minimum 500,000 gallon elevated storage tank to be constructed and owned by Town. Utility Fee means a payment of $2300 charged to each applicant for a residential building permit in need of a 5/8” meter, which payment shall be to compensate MUDs for the right of such applicant to access and receive Water Supply Transmission Services and Wastewater Treatment from Existing Infrastructure; provided however, that such fee shall increase as meter size increases in accordance with applicable Town Ordinances and MUD Orders. Wastewater means the water-carried wastes, exclusive of ground, surface, and storm waters, normally discharged from the sanitary conveniences of dwellings, including apartment houses, hotels, offices buildings and institutions, of a domestic, not industrial, nature, meeting the requirements of the Commission (defined above) and EPA, including any successor agencies, set forth in and regulated by state and federal law, as may be amended or superseded from time to time. Wastewater Services means the services provided by MUDs in receiving, treating, testing, and disposing of Wastewater from Town Wastewater System in accordance with the Contract. Wastewater System means the wastewater collection lines, lift stations, pipes, valves, meters, pumps, motors, treatment plant, effluent discharge lines, and other facilities and equipment owned or controlled by MUD1, MUD2, or Trophy Club Master District and operated as part of the central wastewater collection and treatment system for MUD1 and MUD2 and their customers, and also including the existing PERMIT TO DISCHARGE WASTES, TPDES PERMIT NO. WQ0011593001, issued March 26, 2007, by the Commission to MUD1, as amended, or any other such governmental permit authorizing the treatment of wastewater by MUDs. Wastewater Trunk Facilities means the trunk line facilities that may be constructed by Town to connect Town Wastewater System to MUDs Wastewater System as provided in Article V of this Contract. Water or Water Supply means potable water that meets federal and state standards for consumption by humans. Water Supply Transmission Services means the services provided by MUDs in treating, pumping, transporting, and delivering Water from MUDs’ Water System to Town Water Distribution System for consumption by Town Customers in accordance with this Contract. Water System means the water wells, water transmission pipeline from the City of Fort Worth (or other wholesale water supplier), mixing and treatment facilities, pipes, valves, meters, ground storage tanks, elevated storage tank, pumps, motors, distribution lines and other facilities and equipment owned or controlled by MUD1, MUD2 or Trophy Club Master District and operated as part of the central treated water system for MUD1 and MUD2 and their customers, and also including the existing CONTRACT FOR WATER SERVICE BETWEEN THE CITY OF FORT WORTH, TEXAS, AND TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 (as the owner of legal title and operator of common utility facilities in Trophy Club development at that time) dated September 22, 1992, as amended, or any other such wholesale water supply contract to MUDs. 1.3 Exhibits. The following Exhibits attached to this Contract are hereby made a part of the Contract as though fully incorporated herein: Exhibit “A” - Property Boundaries Exhibit “B” - Points of Connection of Water and Wastewater Exhibit “C” - Letter of Credit ARTICLE II. POINTS OF CONNECTION - WATER 2.1 Points of Connection of Water. MUDs shall deliver Water to Town Water Distribution System at the Points of Connection of Water. The location of the first Point of Connection of Water shall be at the point shown on Exhibit “B.” MUDs shall not be required to provide Water to Town, except for testing of line purposes, until the completion by Town and final approval of the Interconnect Line by MUDs, which final approval shall not be unreasonably withheld by MUDs. Any subsequent Points of Connection of Water will be at a point(s) mutually agreed upon in writing by the Parties and shall be based upon design standards and industry standard engineering practices. ARTICLE III. POINTS OF CONNECTION - WASTEWATER 3.1 Points of Connection of Wastewater. MUDs shall receive Wastewater from Town Wastewater System at the Points of Connection of Wastewater. The location of the first Point of Connection of Wastewater shall be at the point shown on Exhibit “B.” MUDs shall not be required to commence Wastewater Service to Town until the completion by Town and final approval of the Wastewater Trunk Facilities by MUDs, which final approval shall not be unreasonably withheld by MUDs. Any subsequent Points of Connection of Wastewater will be at a point(s) mutually agreed upon in writing by the Parties and shall be based upon design standards and industry standard engineering practices. ARTICLE IV. COMPENSATION TO MUDS FOR ACCESS TO EXISTING INFRASTRUCTURE 4. 1 Consideration. MUDs understand and acknowledge that Town has entered into a separate Development Agreement for the Property and that the terms of the Development Agreement require Town to obtain access to and provide water and wastewater treatment services for the Property. In consideration for the right to access and receive Water Supply Transmission Services and Wastewater Services from Existing Infrastructure and so that Town may fulfill its obligations under the Development Agreement, Town agrees to pass-through the following payments to MUDs in accordance with the terms of this section: A. Lump Sum Payment. Within fifteen (15) days of Town’s receipt of the $540,000 lump sum payment due from Developer pursuant to the Development Agreement for the right to access Water Supply and Wastewater Treatment, Town shall pay such sum to MUDs. Such payment shall be in consideration for the right to access Water Supply in the Existing Infrastructure prior to any connection to the Existing Infrastructure. B. Utility Fees. Town’s fee schedule provides that an Utility Fee shall be paid to Town by the applicant for each residential building permit in need of a 5/8” meter, which fee shall be paid by Town to MUDs in accordance with the terms of this section in order to compensate MUDs for the right to access and receive Water Supply Transmission Services and Wastewater Services from Existing Infrastructure. Should applicant refuse to pay the Utility Fee, Water and Wastewater connection and services will be denied. Upon collection of one or more Utility Fees by Town, such Utility Fees shall, within ten (10) working days, be deposited by Town into an account designated by MUDs (hereinafter “MUDs Account”). Town shall continue to collect and to deposit such Utility Fees into MUDs Account in accordance with the existing agreement between the MUDs until such time as the total amount paid into that account equals $3,260,000. Town shall collect and deposit a minimum of one hundred fifty (150) Utility Fees each year, for a total of five (5) successive years commencing on May 7, 2008 (hereinafter “Collection Period”). In the event that more than 150 Utility Fees are collected by Town in any one or more years of the Collection Period, such Utility Fees in excess of the 150 Utility Fees required under this Section shall be carried over to the following year or years and shall be a credit toward the total Utility Fees due for such subsequent year or years. In the event that fewer than 150 Utility Fees are collected by Town during any one or more year(s) of the Collection Period, including those Utility Fees carried over from any given year in which more than 150 Utility Fees were collected by Town, Town shall within ten (10) working days of collection of such Utility Fees from Developer, pay into MUDs Account the difference between the amount that would have been paid had 150 Access Fees been paid at $2,300 each and the amount of Utility Fees actually collected by Town. On or about May 7, 2013, Town shall calculate the total amount of Utility Fees paid to MUDs. Town shall provide MUDs written notice of any amount paid less than $3,260,000 (the "Utility Fee Remainder"). The Utility Fee Remainder shall either be paid in thirty (30) days of Town’s receipt of that payment from Developer pursuant to the Development Agreement, or within such thirty (30) day period, a letter of credit, or other financial security, which secures ten percent (10%) annual rate of interest of the Utility Fee Remainder, shall be obtained from Developer by Town pursuant to the Development Agreement. Annually thereafter, Town shall obtain from Developer pursuant to the Development Agreement, a letter of credit or other financial security, as approved by Town, for the benefit of the MUDs and securing the ten percent (10%) annual rate of interest of any remaining amount of Utility Fees paid less than $3,260,000, until the full $3,260,000 is paid. The parties understand that the Town is not required to obtain or to provide any additional security for the payments due hereunder; however, in the event that the Town obtains any letters of credit or other financial security in addition to those obtained pursuant to this Section, such letters of credit or security shall be obtained for the benefit of MUDs as security to ensure that payment of the $3,260,000 plus accrued interest, due to MUDs shall be paid in full. Calculation and payment of secured interest above referred to shall be as follows: Interest at ten percent (10%) per annum shall be payable at the end of each year on the average amount due and unpaid for that year. It shall begin to accrue on May 8, 2013, and shall be payable annually according to the following formula: Where A equals the Utility Fee Remainder at the beginning of the year, and, where B equals the Utility Fee Remainder at the end of the year, then A plus B divided by two (2) and multiplied by ten percent (10%) will be the interest due for the year. If the foregoing calculation of interest results in interest greater than the maximum amount allowed by applicable law, then the amount of interest for that period will be reduced to equal the maximum amount allowed by law. C. Town Water Tower. Town intends to construct Town Water Tower. Upon the sale of the PID bonds, the process to design and construct the Town Water Tower will begin immediately. The Town agrees to provide and to maintain pressure to the entire water system as prescribed by Rules and Regulations For Public Water Systems; Texas Administrative Code Title 30, Chapter 290, Subchapter D, Rule §290.44 Water Distribution (d) Minimum pressure requirement. D. Impact Fees. Town understands that MUDs have a separate agreement for water services with the City of Fort Worth (hereinafter “Fort Worth Water Contract” as defined above) and that pursuant to that Fort Worth Water Contract, MUDs collect certain impact fees from their customers that are paid to Fort Worth. Town understands and agrees that as a water supply customer of MUDs, Town will be required to pay all impact fees due under the Fort Worth Water Contract. Therefore, Town agrees to take such actions necessary to collect or to allow for the collection from Town Customers an amount equal to the impact fee assessed by the City of Fort Worth pursuant to the Fort Worth Water Contract and to remit such sum to MUDs in the amount and in accordance with the terms set forth in the Fort Worth Water Contract. Upon receipt of such funds from Town, MUDs shall immediately remit that amount to the City of Fort Worth. Notwithstanding the foregoing, no amount shall be due and owing from Town to MUDs until such time as payment for impact fees is collected by Town from Town Customers. ARTICLE V. TERM 5.1 Term. This Contract shall become effective upon approval by each of the representative governing bodies of Town, MUD1 and MUD2 and upon execution by their respective representatives shall remain in effect until May 7th, 2018, or until the date on which the entire sum of Utility Fees {See Article IV, Section 4.1 (B) supra} shall reach $3,260,000, whichever shall come first, unless terminated for cause by any party as provided herein. 5.2 Termination for Default. Any Party to this Contract who believes that the other Party to this Contract has defaulted in the performance of any condition, term, or obligation owed to that Party under this Contract shall give written notice of the default to the defaulting Party, specifying in detail the provision or provisions of the Contract that have been breached and specifying what action must be taken to cure or correct the default. Should the Party receiving the notice fail to correct the default within sixty (60) days following receipt of the written notice, and if such corrective action is within the power of the defaulting Party, the Party giving the notice of default may terminate this Contract by giving a written termination notice to the defaulting Party specifying the termination date. ARTICLE VI. MISCELLANEOUS 6.1 Remedies Cumulative. The Parties specifically agree that the remedy of specific performance of this Contract is an appropriate and necessary remedy and agree that any Party may employ the remedy of specific performance in the event of a breach of this Contract. It is not intended hereby to specify (and this Contract shall not be considered as specifying) an exclusive remedy for any default, but all remedies, including specific performance and mandamus, may be availed of by any Party and shall be cumulative of any other remedy herein specified. 6.2 Immunity. The fact that Town and MUDs accept certain responsibilities relating to the access to and receipt of Water and Wastewater Services under this Contract as part of their responsibility for providing Water and Wastewater Services to their respective residents makes it imperative that the performance of these vital services be recognized as a governmental function and that the doctrine of governmental immunity shall be, and it is hereby, invoked to the extent possible under the law. Neither Town nor MUDs waive any immunity or defense against third party claims that would otherwise be available to it against claims arising from the exercise of governmental powers and functions. The Parties hereto agree that each respectively waives its sovereign immunity to suit for the limited purpose of adjudication of a claim for breach of this Contract. Notwithstanding the foregoing agreement, remedies in such action shall be limited to those provided by Chapter 271 of the Texas Local Government Code. 6.3 Force Majeure. If any Party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Contract, except the obligation to pay amounts owed or required to be paid pursuant to the terms of this Contract, then the obligations of such Party, to the extent affected by such force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of any inability so caused to the extent provided but for no longer period. As soon as reasonably possible after the occurrence of the force majeure relied upon, the Party whose contractual obligations are affected thereby shall give notice and full particulars of such force majeure to the other Party. Such cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure," as used herein, shall include without limitation of the generality thereof, acts of God, strikes, lockouts, or other industrial disturbances, acts of the public enemy, orders of any kind of the government of the United States or the State of Texas or any civil or military authority other than a Party to this Contract, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, restraint of government and people, civil disturbances, explosions, breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply resulting in an inability to provide water necessary for operation of the water and sewer systems hereunder or in an inability of MUDs to provide Water or receive Wastewater, and any other inabilities of any Party, whether similar to those enumerated or otherwise, which are not within the control of the Party claiming such inability, which such Party could not have avoided by the exercise of due diligence and care. 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 when such settlement is unfavorable to it in the judgment of the Party experiencing such difficulty. 6.4 Applicable Law. This Contract shall be governed by the laws of the State of Texas and no lawsuit shall be prosecuted on this Contract except in a court of competent jurisdiction located in Denton County. 6.5 No Additional Waiver Implied. No waiver or waivers of any breach or default (or any beaches or defaults) by any Party hereto of any term, covenant, condition, or liability hereunder, or the performance by any Party of any duty or obligation hereunder, shall be deemed or construed to be a waiver of subsequent breaches or defaults of any kind, under any circumstances. 6.6 Addresses and Notice. Unless otherwise provided in this Contract, any notice, communication, request, reply, or advice (herein severally and collectively, for convenience, called "Notice") herein provided or permitted to be given, made, or accepted by any Party to the other (except bills), must be in writing and may be given or be serviced by depositing the same in the United States mail postpaid and registered or certified and addressed to the Party to be notified, with return receipt requested, or by delivering the same to such Party, addressed to the Party to be notified. Notice deposited in the mail in the manner hereinabove described shall be conclusively deemed to be effective, unless otherwise stated in this Contract, from and after the expiration of three (3) days after it is so deposited. Notice given in any such other manner shall be effective when received by the Party to be notified. For the purpose of notice, addresses of the Parties shall, until changed as hereinafter provided, be as follows: If to MUDs, to: If to Town, to: MUD Manager Town Manager, 100 Municipal Drive 100 Municipal Drive Trophy Club, Texas 76262 Trophy Club, Texas 76262 The Parties shall have the right from time to time and at any time to change their respective addresses and each shall have the right to specify any other address by at least fifteen (15) days' written notice to the other. 6.7 Merger and Modification. This Contract, including the exhibits that are attached hereto and incorporated herein for all purposes, embodies the entire agreement between the Parties relative to the subject matter hereof. This Contract shall be subject to change or modification only with the written mutual consent of all Parties affected by such change or modification. 6.8 Severability. The provisions of this Contract are severable, and if any part of this Contract or the application thereof to any person or circumstances shall ever be held by any court of competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this Contract and the application of part of this Contract to other persons or circumstances shall not be affected thereby. 6.9 Successors and Assigns. This Contract shall be binding upon and inure to the benefit of the Parties hereto and their successors. This Contract shall not be assigned without the written consent of the governing bodies of the respective entities. Notwithstanding the foregoing, this Contract is a non-exclusive Contract and all Parties hereto may, without consent or notice to the other Parties, contract with one or more third parties for the same or similar commodities or services provided under the terms of this Contract. 6.10 Benefits of Contract. This Contract shall not be construed to confer any benefit on any other Person or entity except as expressly provided for herein. 6.11 Non-Binding Mediation. The Parties agree that they shall first attempt to resolve disputes hereunder by the use of non-binding mediation. Therefore, in the event that any alleged default under this Contract cannot be resolved by agreement of the Parties or in the event that the Parties cannot resolve a conflict in or disagreement regarding interpretation of a specific provision(s) of this Contract, the dispute, conflict or disagreement shall be submitted to non-binding mediation as a condition precedent to (1) the filing of any lawsuit, and (2) the filing of any other type of legal or equitable action to resolve such default or dispute or to pursue available legal or equitable remedies. The costs of mediation shall be shared equally by all Parties participating in the mediation. 6.12 Consent and Approvals. Whenever this Contract provides for the approval or consent of one of the Parties, such consent or approval shall not be unreasonably withheld or delayed. TOWN OF TROPHY CLUB, TEXAS By: Name: Title: ATTEST: By: Name: Title: TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 1 By: ATTEST: By: Name: Title: TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 2 By: ATTEST: By: Name: Title: EXHIBIT “A” EXHIBIT “B” Exhibit “C” MUNICIPAL UTILITY DISTRICT #1 From: The Office of the Municipal Utility District#1 Date: 11-20-2007 Subject: Agenda Item No. B.2 Discuss and take appropriate action relative to the Interlocal Agreement between Trophy Club MUDs (Trophy Club MUD 1, Trophy Club MUD 2, and Trophy Club Master District) and the Town of Trophy Club to provide water supply and wastewater treatment and operational services to the Town of Trophy Club (operations contract). EXPLANATION: The “Operations” contract is included in the Master District packet ONLY. RECOMMENDATION: Staff recommends approval. ACTION BY MUD1: (wrf) Attachments: None – refer to Master District packet. Next regularly scheduled meeting date: Tuesday, December 4, 2007, at 6 p.m. or Tuesday, January 8th, 2008 at 6 p.m.Set Next Meeting Date1D11-20-2007 MUNICIPAL UTILITY DISTRICT #1 From: The Office of the Municipal Utility District#1 Date: 11-20-2007 Subject: Agenda Item No.F.1 Adjourn. (mm)