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1987-104~795L NO AN ORDINANCE APPROVING A CONTRACt FOR THE CITY'S PARTICIPATION IN THE COST OF INSTALLING AN OVERSIZED SEWER MAIN, AUTHORIZING THE MAYOR TO EXECUTE THE CONTRACT, APPROVING THE EXPENDITURE OF FUNDS 1HEREFORE, AND PROVIDING FOR AN EFFECTIVE DATE WHEREAS, the City of Denton wishes to enter into an agreement to participate in the cost of providing an oversized sewer main, and WHEREAS, the Code of Ordinances requires that the City Council approve all expenditures $10,000 or more and Section 2 09 of the City Charter requires every act of the Council providing for the expenditure of funds or for the contracting of ~ndebtedness shall be by ordinance, NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAIN5 SECTION I That the City Council hereby approves the Sewer Main Participation Agreement, attached hereto, between the City and Texas Instruments, Inc to provide for the City's partici- pation ~n the cost of providing an oversized sewer main in accordance with said agreement and the Mayor is hereby authorized to execute the agreement on behalf of the City SECTION II That the City Council authorizes the expenditure of f~ndS in the manner and amount as specified in the agreement SECTION III That this ordinance shall become effective immediately upon its passage and approval ~ PASSED AND APPROVED thls~~ day of __, 1987 RAY ST~FFENS,~AYOR CITY O~ DENTOn, TEXAS ATTEST JENNI~R'~A]Fr~RS, CITY SECRETARY CITY O~ DENTON, TEXAS APPROVED AS TO LEGAL FORM DEBRA ADAMI DRAYOVITCN, CITY ATTORNEY CITY OF DENTON, TEXAS 1793L £HE STATE OF TEXAS § SEWER MAIN COST PARTICIPATION AGREEMENT BETWEEN THE CITY OF DENTON COUNTY OF DENTON § AND TEXAS INSTRUMENTS, INC WHEREAS, Texas Instruments, Inc , hereafter referred to as "Developer," whether one or more, whose business address is P 0 Box 225214 MS 399, Dallas, Texas 75265, wishes to develop and improve certain real property located in the City of Denton, Texas or ItS extraterritorial jurisdiction, and is required to provide such property with adequate sewer by designing, constructing and installing a sewer ma~n of a minimum inside diameter of twelve inches (12"), hereafter referred to as "required facilities'l, and WHEREAS, the C~ty of Denton, Texas, a municipal corporation located at 215 E McKlnney, Denton, Texas 76201, hereafter referred to as "City," in accordance with Its ordinances, wishes to participate in the cost of the construction and installation of said sewer main to provide for an "oversized" sewer main to expand Its utility system and insure adequate utility service to other customers, NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, Developer and City agree as follows 1 Developer shall design, install and construct an eighteen (18") and twenty-four (24") sewer main and all necessary appurte- nances thereto, hereafter referred to as "oversized facilities", located as shown on Exhibit A, attached hereto and incorporated herein by reference 2 Pr~or to beginning construction of the oversized facil- ities, Developer shall enter into a Development Contract, as required by Appendix A of the Code of Ordinances of C~ty This agreement shall be subject to and governed by such Development Contract, which is incorporated herein by reference, and any other applicable ordinances of City 3 Prior to beginning construction of the oversized facil- ities, Developer shall obtain, at Developer's sole cost and expense, all necessary permits, licenses and easements If easements are needed, the deeds therefore obtained by Developer shall be reviewed and approved as to form and substance by City prior to the beginning of construction If Developer is unable to acquire needed easements, Developer shall provide C~ty w~th any requested documentation of efforts to obtain such easements, tncludlng evidence of negotlattons and reasonable offers made to the effected property owners Any easements for the overstzed factlltxes obtatned by the Developer shall be assigned to Ctty, tf not taken in Ctty~s name, prior to acceptance of the over- sized facilities, and Developer warrants clear title to such easements and wxll defend City against any adverse clatm made against such title 4 The City's share in the cost of the oversized facilities, based upon the difference in the cost of tnstalltng requtred facllttles, as determined by City by public bids on the same or sxmtlar projects on a per linear foot basts, and the cost of the overstzed facilities, as determtned by the Ctty, based upon the amount of a b~d from the lowest responsible bidder on the same or s~mtlar oversized fac~lltxes, shall be tn an amount not to exceed One Hundred Thirty Eight fhousand Three Hundred Dollars ($138,300 00), and City shall not, tn any case, be liable for any addttlonal cost because of delays ~n begxnnlng, continuing or completing construction, changes in the price or cost of materials, supplies, or labor, unforeseen or unanttctpated cost because of topography, soil, subsurface, or other s~te conditions, d~fferences in the calculated and actual per ltnear feet of pxpe or materials needed for the oversized factllt~es, Developer's decision as to the contractors or subcontractors used to perform the work, or any other reason or cause, specified or unspectfled, relating to the construction of the oversized factlltles 5 Wtth~n thxrty (30) days of the acceptance of the faclltttes by the City, Developer shall submtt to the Ctty's D~rector of Utilities the actual cost of the overstzed fac~llttes Should the actual cost of the oversized factltttes be less than the cost on which the City's share was determtned, the Ctty's share of the cost shall be reduced proportionally, on a per linear foot basts, based upon the dtfference of the actual cost of the overstzed facilities and the determined cost for required factlltles To determine the actual cost of the oversized faclltttes, Ctty shall have the right to inspect any and all records of Developer, hts agents, employees, contractors or subcontractors and shall have the right to require Developer to submtt any necessary tnforma- lion, documents, lnVolces~ receipts or other records to verify the actual cost of the oversized factltt~es 6 Within thirty (30) days of the date the Developer has submitted satisfactory documentation of the actual cost of the oversized facilities, as determined by City, City shall pay to Developer its share of the cost thereof SEWER MAIN COST PARTICIPATION AGREEMENT/TEXAS INSTRUMENTS, INC PAGE 2 7 Ail notices, payments or communications to be given or made pursuant to this agreement by the parties hereto, shall be sent to Developer at the business address given above and to the Director of Utilities for the City at the address given above 8 Developer shall indemnify and hold City harmless from any and all claims, damages, loss or liability of any k~nd whatso- ever, by reason of injury to property or persons occasioned by any act or omission, neglect or wrongdoing of Developer, ~ts officers, agents, employees, lnvltees, contractors or other persons with regard to the performance of this agreement, and Oeveloper will, a its own cost and expense, defend and protect City against any and all such claims and demands 9 If Developer does not begin substantial construction of the oversized facilities wtthln twelve (12) months of the effective date of this agreement, this agreement shall terminate 10 This ~nstrument embodies the whole agreement of the parties hereto and there are no promises, terms, conditions or obligations other than those contained here~n This agreement shall supercede all previous communications, representations or agreements, exther verbal or written, between the parties hereto 11 This agreement shall not be assigned by Developer without the express written consent of Ctty 12 Any and all su~ts for any breach of this contract, or any other suit pertaIning to or arising out of th~s contract, shall be brought and maintained in a court~ of competent ]urlsdtctlon in Denton County, Texas~ Executed this the~''- day of ~_ , 1987 TEXAS INSTRUMENTS, INC , OWNER Lewl s McMahan vice President ATTEST Corporate Staff SECRETARY SEWER MAIN COST PARTICIPATION AGREEMENT/TEXAS INSTRUMENTS, INC PAGE 3 CITY OF DENTON, TEXAS ATTEST JENNER WA~TER~S,-CITY SECRETA CITYk, fl)F DENTON, TEXAS APPROVED AS TO LEGAL FORM D~BRA ADAMI DRAYOVITCH, CITY ATTORNEY CITY OF DENTON, TEXAS SEWER MAIN COST PARTICIPATION AGREEMENT/TEXAS INSTRUMENTS, INC PAGE 4