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RES 2003-41TOWN OF TROPHY CLUB RESOLUTION 2003 - 41 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS, APPROVING A CONTRACT FOR THE TRANSFER OF STORM DRAINAGE FACILITIES FROM TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 2 TO THE TOWN OF TROPHY CLUB; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, The Town of Trophy Club (the "Town") is a general law municipality of the State of Texas, located in Denton County, Texas; and WHEREAS, Trophy Club Municipal Utility District No. 2 ("MUD2") is created and operates pursuant to Article XVI, Section 59, of the Texas Constitution and the general laws of the State of Texas, including Chapters 49 and 54 of the Texas Water Code, as amended; and WHEREAS, MUD2 is the owner of legal title to various water, sanitary sewer, storm drainage, and related utility facilities located within its boundaries; and WHEREAS, with regard to storm drainage facilities, MUD2 has historically constructed, owned and maintained underground storm drainage facilities within its boundaries located within the Town, from the curb inlets down through underground storm drainage pipes and valves, and the Town has constructed, owned, and maintained the streets and the surface storm drainage facilities within the Town boundaries; and WHEREAS, because many of MUD2's underground storm drainage facilities are located beneath the streets or within street rights-of-way, the Town's street repair and reconstruction projects have required work on MUD2's storm drainage facilities; and WHEREAS, MUD2 and the Town have attempted to cooperate on projects affecting both the streets and storm drainage facilities by coordinating their respective governing boards, staff, engineers and contractors to review and approve plans for repair and reconstruction and by sharing the costs of such projects in a reasonable manner; and WHEREAS, Town and MUD2 believe that a transfer of the underground storm drainage facilities to the Town will allow the Town to plan and complete the repair and reconstruction projects with greater speed and costs efficiency for the benefit of the property owners, taxpayers, users, and citizens of both the Town and MUD2; and WHEREAS, the Town has determined that it is in the best interest of the Town and its residents for the Town to accept the transfer of the storm drainage facilities owned by MUD2 and to take ownership and maintenance responsibilities for those facilities; and WHEREAS, a written Contract for Transfer of Storm Drainage Facilities (hereinafter "Contract") from MUD2 to Town memorializes the terms of the transfer, a substantial copy of which Contract is attached hereto and incorporated herein as Exhibit "A" to this Resolution; NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF TROPHY CLUB, TEXAS: Section 1. That, based upon the foregoing premises, the Town of Trophy Club, Texas, hereby determines that the acceptance of ownership of the storm drainage facilities in accordance with the terms and conditions of the Contract for Transfer of Storm Drainage Facilities, Exhibit "A" hereto, serves the best interests of its residents; Section 2. That, the Town hereby approves the terms of the Contract and authorizes the Mayor or his designee to execute all necessary documents to effect the transfer; Section 3. That, this Resolution shall become effective from and after its date of passage in accordance with law. PASSED AND APPROVED by the Town C ncil q the Texas, this 3rd day of November, 2003. I:T _IIIMm Town Secretary Town of Trophy Club, Texas [SEAL] APPROVED AS TO FORM Town Attorney Town of Trophy Club, Texas s° -TRO- of Trop1 V Club, Texas Club, EXHIBIT A CONTRACT FOR TRANSFER OF STORM DRAINAGE FACILITIES 1. Parties. This Contract for Transfer of Storm Drainage Facilities (the "Contract") is between the following parties: and Trophy Club Municipal Utility District No. 2 ("MUD2") 100 Municipal Drive Trophy Club, TX 76262 Town of Trophy Club (the "Town") 100 Municipal Drive Trophy Club, TX 76262 MUD2 is a municipal utility district created and operating pursuant to Article XVI, Section 59, of the Texas Constitution, and the general laws of the State of Texas including, particularly, Chapters 49 and 54 of the Texas Water Code, as amended. MUD2 is acting by and through James Thomas, the duly authorized President of MUD2's Board of Directors. This Contract is executed by MUD2 in its capacity as the owner of legal title of the MUD2 Storm Drainage Facilities as described below in this Contract. The Town is a Type "A" General Law Municipality located in Denton and Tarrant Counties, Texas, acting by and through Scott Smith, its duly authorized Mayor. 2. Background and Purposes. a. MUD2 is the resulting entity from a consolidation in August 1990 of Denton County Municipal Utility District No. 2 and Denton County Municipal Utility District No. 3. Denton County MUD No. 2 was created by the Texas Water Commission (the "Commission") on May 20, 1980 for the purpose of providing water, sewer, and drainage facilities and other authorized services to the area within the District. Denton County MUD No. 3 was created by the Commission on May 20, 1980 for similar purposes as Denton County MUD No. 2. b. MUD2 is the owner of legal title to various water, sanitary sewer, storm drainage, and related utility facilities located within its boundaries. The utility facilities owned by MUD2, as well as the similar utility facilities owned by Trophy Club Municipal Utility District No. 1 ("MUD 1 "), are currently (since October 4, 2000) operated by an administrative agency known as the Trophy Club Master District (the "Master District"). The Master District has been established by an interlocal contract between MUD 1 and MUD2 pursuant to Chapter 791 (the Interlocal Cooperation Act) of the Texas Government Code to jointly provide governmental functions and services for both MUD 1 and MUD 2. MUD 1 and MUD2 (and their predecessors) were created, organized, and began their operations before the Town existed. C. The Town was incorporated and organized following an election of voters held on January 19, 1985, but MUD1 and MUD2 have continued to exist and operate along with the Town. d. With regard to storm drainage facilities, MUD1 and MUD2 historically have each constructed (or caused to be constructed), owned, and maintained (or caused to be maintained) the underground storm drainage facilities within that part of their respective boundaries located within the Town, from the curb inlets down through underground storm drainage pipes and vaults, and the Town has constructed (or caused to be constructed), owned, and maintained (or caused to be maintained) the streets and the surface storm drainage facilities within the Town boundaries. e. Within recent years, the Town has performed a number of street repair and reconstruction projects to correct and maintain the streets in the Town. Because many of MUD2's inlets and underground storm drainage facilities are located beneath the streets or within street rights-of-way, the Town's street repair and reconstruction projects have required work on MUD2's storm drainage facilities. In at least some locations it appears that the need for street repairs or reconstruction has been caused or aggravated by the need for repairs to the underground storm drainage facilities. On other locations the underground storm drainage facilities appear to be in good condition, but the construction plans of the Town have required or proposed work that impacts the underground storm drainage facilities. The District and the Town have attempted to cooperate on these projects through their respective governing boards, staffs, engineers, and contractors to review and approve the plans for repair and reconstruction work, and to allocate between the Town and MUD1, MUD2, or the Master District the construction, engineering, and other costs of such projects in a reasonable manner. However, disagreements have arisen between the parties regarding these projects. After discussing these matters over many months, MUD2 and the Town have determined that these disputes can best be resolved and avoided, and their respective interests and the interests of their respective property owners, taxpayers, users, and citizens will best be served in the future by having MUD2 transfer to the Town the ownership and related operation and maintenance responsibility for all of the underground storm drainage facilities owned by MUD2. L The parties believe that the transfer of the underground storm drainage facilities to the Town will allow the Town to plan and complete the repair and reconstruction projects with greater speed and cost efficiency, for the benefit of the property owners, taxpayers, users, and citizens of both the Town and MUD2. g. The storm drainage facilities being transferred by MUD2 to the Town under this Contract constitute an insubstantial part of MUD2's utility system and the disposition of this portion of the utility system will not substantially impair the revenues or operations of MU132's utility system. Because MUD2 no longer intends to provide storm drainage facilities and services, the storm drainage facilities being transferred to the Town are surplus property of MUD2 and are no longer needed by MUD2. h. This Contract is executed by the Town and MUD2 as a transfer of property from a district to a municipality pursuant to Section 49.226(b) of the Texas Water Code. i. This Contract has been authorized by the governing board of each party to this Contract. The governing board of each party to this Contract has determined that the terms and conditions of this Contract are in the best interest of that party and are necessary or advantageous to that party. 3. Agreement to Transfer. MUD2 agrees to transfer and convey to the Town, and the Town agrees to receive from MUD2, all of the ownership rights, titles, and interests in and related to the storm drainage facilities owned by MUD2 and located within the boundaries or extraterritorial jurisdiction of the Town. The general location of the storm drainage facilities being transferred by MUD2 to the Town pursuant to this Contract is shown on the attached Exhibit 1. The storm drainage facilities to be transferred and conveyed by MUD2 to the Town are referred to in this Contract as the "MUD2 Storm Drainage Facilities." The transfer and conveyance shall include a transfer of full legal ownership from the MUD/ to the Town of the pipes, inlets, vaults, access holes and covers, valves, equipment, inventory of spare components, and other tangible items of property constituting a part of the MUD2 Storm Drainage Facilities, as well as an assignment from MUD2 to the Town, to the fullest extent allowed by law, of all easements, rights-of-way, permits, and other intangible rights relating to the MUD2 Storm Drainage Facilities. An itemization of the tangible property comprising the MUD2 Storm Drainage Facilities is attached to this Contract as Exhibit 2. An itemization of the intangible rights relating to the MUD2 Storm Drainage Facilities is attached to this Contract as Exhibit 3. 4. Consideration. In exchange for MUD2's transfer of the MUD2 Storm Drainage Facilities to the Town, the Town agrees that, as of the effective date of this transaction, all maintenance and operations of the MUD2 Storm Drainage Facilities are transferred to and assumed and thereafter shall be performed and paid for by the Town, and MUD2 and the Master District are relieved of and released from any further responsibility to operate and maintain same. The parties agree that no other consideration will be paid by either party to the other for the transfer of the MUD2 Storm Drainage Facilities. The parties agree that this is sufficient consideration for this transaction. 5. Closing Documents. In exchange for the Town's execution of this Contract, MUD2 shall execute and deliver to the Town a Bill of Sale to the tangible assets comprising a part of the MUD2 Storm Drainage Facilities; an Assignment of the easements, rights-of-way, permits, and other intangible rights comprising a part of the MUD2 Storm Drainage Facilities; and/or other instruments legally sufficient to convey to the Town full title to the MUD2 Storm Drainage Facilities, free and clear of all financial liens, claims, and encumbrances, but subject to any and all existing and valid conditions, easements, restrictions, zoning ordinances, and other governmental rules and regulations applicable to the MUD2 Storm Drainage Facilities. 6. Condition of Items. It is expressly recognized that the MUD2 Storm Drainage Facilities were originally constructed in many different projects over a period of years dating back to about 1976 and have been in continuous use and operation since their construction, with normal maintenance. The Town has had the opportunity to inspect the items comprising the MUD2 Storm Drainage Facilities prior to execution of this Contract to satisfy itself regarding the condition of the facilities. THE TANGIBLE ITEMS COMPRISING THE MUD2 STORM DRAINAGE FACILITIES ARE TRANSFERRED, CONVEYED, AND ACCEPTED "AS IS" AND "WHERE IS." THE DISTRICT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONDITION OF THE MUD2 STORM DRAINAGE FACILITIES AND ALL IMPLIED WARRANTIES ARE EXPRESSLY DISCLAIMED. As part of the conveyance, MUD2 assigns to the Town all rights and remedies (if any) of MUD2 under any construction contracts, payment and performance and construction maintenance bonds, and manufacturer warranties relating to the MUD2 Storm Drainage Facilities. After the effective date of this Transfer, the Town shall be solely responsible for compliance with any and all applicable governmental regulations and requirements relating to the MUD2 Storm Drainage Facilities. 7. Other Contracts. MUD2 and the Town are parties to other contracts relating to other subjects. This Contract does not amend such other existing contracts between the parties. 8. Cooperation. The parties to this Contract agree to cooperate to execute and deliver any other documents that may be necessary or appropriate to implement the provisions of this Contract, including appropriate communications with the Texas Commission on Environmental Quality and other governmental agencies, contractors, engineers, and other parties related to or affected by the MUD2 Storm Drainage Facilities. If the Town requests services from the staff of the Master District or use of the equipment operated by the Master District to maintain the MUD2 Storm Drainage Facilities after the effective date of this Contract, then the Town will pay the Master District for such services and equipment usage on terms negotiated by the Town and the Master District; which said terms are annexed hereto and made part hereof as Exhibit 4. 9. Entire Agreement. This Contract represents the entire and integrated agreement between the Town and MUD2 regarding the MUD2 Storm Drainage Facilities and supersedes all prior negotiations, representations and/or agreements, either written or oral. This Contract may be amended only by written instrument signed by both parties. Each of the Exhibits attached to this Contract is made a part of the Contract for all purposes. 10. Venue. The laws of the State of Texas shall govern this Contract and each of its terms and provisions, including but not limited to the rights and duties of the parties hereto, and exclusive venue shall be in Denton County, Texas. 11. Severability. In the event that any portion of this Contract shall be found to be contrary to law, it is the intent of the parties hereto that the remaining portions shall remain valid and in full force and effect to the extent possible. 12. Non -Waiver. All rights, remedies and privileges permitted or available to either party under this Contract or at law or equity shall be cumulative and not alternative, and election of any such right, remedy or privilege shall not constitute a waiver or exclusive election of remedy or privilege. Additionally, one instance or forbearance by either party in the enforcement of any such right, remedy, or privilege against the other party shall not constitute a waiver of such right, remedy, or privilege by the forbearing party. A default by either party under this Contract shall not result in a forfeiture of any rights, remedies, or privileges under this Contract by such defaulting party. 13. Signature Authority. The undersigned officer and/or agents of the parties hereto are the properly authorized officials and have the necessary authority to execute this Contract on behalf of the parties hereto and each party hereby certifies to the other that any necessary resolutions extending such authority have been duly passed and are now in full force and effect. [continued on next page] 14. Execution and Date. This Contract is executed by the parties in multiple counterparts. This Contract shall be effective for all purposes after Town enacts all necessary ordinances, including but not limited to the appropriate fee ordinances, and such ordinances have the force and effect of law. TROPHY CLUB MUNICIPAL UTILITY DISTRICT NO. 2 By:-� - James Thomas, President of the Board of Directors ATTEST: Carol Borges, Secretary of the Board of Directors APPROVED AS TO FORM: Pamela Liston Attorney for TCMUD2 TOWN OFOPHY CLUB, TEXAS By; Smith, Diane Coc ell, Town Secretary APPROVED AS TO FORM: Patricia Adams, Town Attorney EXHIBIT 1 LOCATION OF MUD2 STORM DRAINAGE FACILITIES [Location sketch or map to be provided by Trophy Club Public Works Dept or engineer showing general location of the MUD2 Storm Drainage Facilities.] E2 F10484-Imm TANGIBLE PROPERTY BEING CONVEYED [Itemization of quantities of pipe, vaults, valves, etc., that constitutes part of the MUD2 Storm Drainage Facilities being conveyed, as shown in GASB 34 records or in the Maximus Appraisal Report dated 9/30/021 O d) L O i2 O 0 .2-'> Z3 - C:) 0 0 OC) C) Q 6 ci C> ClC) C) 01 O CD q q O C:) C; C� Cl C) C) V) CCL I -i t� C� C, LO O O cli M C) CCL to C) C; C, Cli CD C) Cl) C, Ci to 00 cli C,O Cni !�2 C) CD OC3 -:3 r"i co CD (a co ca LO to O 0 co m Z Q, O CQ, Z 0 U w O U- Z cr- co ui U) ui < Z 0� 0 LL o CL D 0 U U- C co W z 0 0 ui 0 o U- z w w ul < Z w CL -�e D 8zoclzR 2 Cj CD LL C) r-- r,:z Uw z 0 0 w 0 LL* M co, U:) LU Z 2 W w U- 0 . co U- -I r-- U'j cl� ui F - w z 0 0 ui 0 0 w 0 U- uj ca co W z 0 F g LL 0 m = co u -1 c) Wd m 0 U. 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MASTER DISTRICT SCHEDULE OF CHARGES The Town and MUDS will share equally the operation, maintenance and reserve for replacement costs of the jet trailer, jet truck, and camera van. The operational and maintenance costs are budgeted at $20,740 for FY 03-04 Given that this equipment has been used approximately 10% of the time in conjunction with the storm sewers the Town would then be entitled to $8,296* of employee time charged at the actual rate of the employees operating the equipment. At an average pay and benefits rate of $16.15 per hour ($33,600 annual) times 3 employees (required crew) the Town would be entitled to 171 hours of equipment use annually ($8,296/($16.15 X 3)). Amount of time available to the Town would vary based on actual operation and maintenance expense using computation below. There will be no bills or statements sent until such time as annual use of the equipment by the Town exceeds the agreed to amount. At which time the MUDs will bill the Town for employee time only. The sharing of the cost will be accomplished in the same manner as it is currently being done on all other areas where costs are shared. It will be accomplished in the finance department and the finance department will track the amount of hours the equipment is being used by the Town and generate a bill for employee services at the point it becomes necessary. *If the equipment is only used for 10% of the time on storm sewers, then the Town should only be obligated to 10% of the costs. The difference should be applied to offset MUD employee costs up to the 50% level. ESTIMATED OPERATING COSTS X 50% = TOWN'S PORTION $20,740 X 50% = $10,370 $20,740 X 10%n = $2,074 DIFFERENCE = $8,296 ACKNOWLEDGMENTS STATE OF TEXAS § COUNTY OF DENTON § This instrument was acknowledged before me on theb day of I /L�Vv 4,t, , 2003 by JAMES C. THOMAS, PRESIDENT, of the TROPHY CLUB MUNICIPAL DISTRICT NO. 2, on behalf of such entity. cA 41 Notary Publici and for the State of Texas `` STATE OF TEXAS § COUNTY OF DENTON § . /&1— This instrument was acknowledged before me on the /,f' day of 2003 by SCOTT SMITH, MAYOR of the TOWN OF TROPHY CLUB, Texas, on behalf of such entity. Notary Public in and�or the State of Texas z