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HomeMy WebLinkAboutOrdinance No. 413 CITY OF THE COLONY ORDINANCE NO. ~ AN ORDINANCE APPROVING AN AMENDMENT TO THE CONTRACT BETWEEN THE CITY OF THE COLONY AND TELAMON CONSTRUCTION SERVICES FOR THE CONSTRUCTION OF THE CITY OF THE COLONY AQ[JATIC PARK (SWIM CENTER) BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF THE COLONY, TEXAS: Section 1. That the amendment to the Standard Agreement between the City of The Colony and Telamon Construction Services is hereby approved in the form as attached as Exhibit "A", which Exhibit is incorporated herein in it's entirety for all purposes. Section 2. If any article, paragraph, sentence, clause, phrase or word in this Ordinance or application thereto any person or circumstance is held invalid or unconstitutional by a court of competent jurisdiction, such holding shall not effect the validity of the remaining portions of this ordinance.., and the City Council of the City of The Colony~ Texas, hereby declares it would have passed such remaining portions of the Ordinance despite such invalidity, Which remaining portions shall remain in full force and effect. Section 3. This Ordinance shall take effect immediately from and after it's passage by the City Council of the City of The Colony, Texas. PASSED AND APPROVED by the City Council of the City of The Colony, Texas on this the .~ day of ~ __, 1986. APPROVED: - ~ · mp'l~, .~¢!ayor -- ATTEST: [SEAL] APPROVED AS TO FORM: City Attorney City of The Colony, Texas 5576 N. Colony Blvd. The Colony, Texas 75056 GUARANTY AGREEMENT RELAT~E TO CONTRACT FOR THE CONSTRUCTION OF THE COLONY AQUATIC PARK FOR THE CITY OF THE COLONY Gentlemen: W.G. Faris and E.T. Hays (hereinafter referred to as "Guarantors"), for and in consideration of the sum of Ten Dollars ($10.00) and other good and valuable consideration and as inducement to you to enter into and continue an Agreement between the City of the Colony, Texas, a duly incorporated municipality under the laws of the State of Texas situated in Denton County, Texas, (hereinafter referred to as the "City"), and Telamon Construction Services, Inc. (hereinafter referred to as "Corporation"), a Corporation, of which Corporation the undersigned Guarantors are the beneficial and record owners of all of the outstanding shares of capital stock of said Corporation, said Agreement being a Standard Form Contract, dated , 198 and all other contract documents relating to, providing and furnishing to the ~-]ty the eonstr,u, ction of The Colony Aquatic Park !hereinafter referred to as the "Agreement ) do hereby unconditionally and Irrevocably guarantee the prompt and faithful compliance with and performance of each and every of the agreements, obligations and undertakings on the part of said Corporation. This guaranty shall be the continuing guaranty of the undersigned Guarantors and shall continue and survive their incapacity or death from whatever reason or cause, and upon any such incapacity or death, shall continue to be binding upon their assets and properties of the undersigned and upon their respective representatives and assigns, including the assets and properties of their respective estates. The undersigned hereby agree that you shall not be required to pursue or exhaust any remedies which you may have against the Corporation for any default on the part of the aforesaid Agreement before invoking the benefits of this guaranty, but to the contrary the Guarantors, in the event of any sueb default, hereby assume the liability to the City therefore as the direct and primary liability of the Guarantors. ~l[~e (~uarantor$ wa{ye dillgenee on the City's part in enforcing compliance by Corporation, with the undertakings and obligations and agreements on its part contained in the afore-mentioned Standard Form Contract and agree that the City may ti) waive compliance by said Corporation with any of the agreements and undertakings on its part under said Agreement and (ii) grant induiganees and extensions to said Corporation, with respect to its obligations, agreements or undertakings under said agreements, all without notice to the undersigned and all without in any wise affecting, altering, waiving or revoking the Agreement and undertakings on the part of the Guarantors hereunder. This guaranty agreement shall inure to the benefit of the City's successors and assigns in interest under the aforesaid Agreement between the City and the said Corporation, and shall inure likewise to the benefit of parties contracting with City for the maintenance or operation of aH or any part of The Colony Aquatic Park. The Guarantors hereby waive the necessity of any formal acceptance by City of this guaranty agreement and further waive the necessity of any notice which may otherwise be required to be given by the City to the Guarantors at any time or from time to time. The Guarantors hereby covenant and warrant that all of the conditions, covenants, promises and obligations it has agreed to accept are legal, valid and binding and that any governmental and administrative approval and authorization required under law has been obtained and that upon request Guarantors will furnish opinion of counsel to that effect. Guarantors' Obligations Not Affected. The obligations of the Guarantors under this Agreement shall remain in full force and effect without regard to, and shall not be impaired or affected by: (a) any bankruptcy, insolvency, reorganization, arrangement, adjust- ment, composition, liquidation, or the like of the Corporation; or (b) any limitation of the liability of the Corporation which may now or hereafter be imposed by any statute, regulation or rule of law, or any invalidity or unenforceability, in whole or in part, of any of the terms of the Agreement, which do not preclude the Guarantors from lawfully complying with and performing the Agreement; or (c) any merger or consolidation of the Corporation into or with any other party, or any sale, lease or transfer of any or all of the assets of the Corporation to any other party; or (d) absence of any notice to, or knowledge by, the Guarantors of the existence or occurrence of any of the matters or events set forth in the foregoing subdivisions (a) through (c); or (e) any sale, transfer or other disposition by the Guarantors of any shares of capital stock of the Corporation; or (f) the genuineness and valid execution and delivery of the Agreement; or -2- (g) any other circumstances which do not preclude the Guarantors from lawfully complying with and performing the Agreement. The Guarantors agree that any legal action or proceeding with respect to this Guaranty may be brought in the State District Courts of Denton County, Texas. The Guarantors hereby accept with regard to any such action or proceeding for itself and in respect to its property generally and unconditionally the jurisdiction of the aforesaid Courts. This Guaranty is being delivered and is included to be performed in the State of Texas and shall be construed and enforced in accordance with and governed by the Laws of the State of Texas. In case any provision of the Agreement or any application thereof shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions and statements and any other application thereof, shall not in any way be affected or impaired thereby. IN WITNESS WHEREOF these presents have been executed as of the ~ day of , 1986. GUARANTORS: By: W.G. Faris, Guarantor By: E. T. Hays, Guarantor ACCEPTED: CITY OF THE COLONY, TEXAS By: Janice Carroll, City Manager -3-