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R-13-08-08-G3 - 8/8/2013RESOLUTION NO. R -13-08-08-G3 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Agreement with the City of Cedar Park for the interim sale of water from Round Rock to Cedar Park, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Agreement with the City of Cedar Park for Interim Water Supply (2013), a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The City Council hereby finds and declares that written notice of the date, hour, place and subject of the meeting at which this Resolution was adopted was posted and that such meeting was open to the public as required by law at all times during which this Resolution and the subject matter hereof were discussed, considered and formally acted upon, all as required by the Open Meetings Act, Chapter 551, Texas Government Code, as amended. RESOLVED this 8th day of August, 2013. ALAN MCGRAW, Mayor City of Round Rock, Texas ATTEST: SARA L. WHITE, City Clerk 0112.1304. 00279306 1 INTERLOCAL AGREEMENT FOR INTERIM WATER SUPPLY (2013) THE STATE OF TEXAS f EXHIBIT //All KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON THIS INTERLOCAL AGREEMENT FOR INTERIM WATER SUPPLY (2013) is made and entered into by and between the City of Cedar Park, a Texas home rule municipal corporation ("Cedar Park") acting by and through its duly authorized Mayor, and the City of Round Rock, a Texas home rule municipal corporation ("Round Rock") acting by and through its duly authorized Mayor. RECITALS: 1. Cedar Park, Round Rock, and Leander ("Leander") each own and operate extensive water and wastewater utility systems providing utility service to customers in Williamson and Travis Counties. 2. Cedar Park and Round Rock recognize that substantial benefits may be derived from joint cooperation with each other and with Leander in the planning, financing, construction and provisions of utilities in the region served by the parties. 3. Cedar Park, Round Rock, and Leander have joined together to create the Brushy Creek Regional Utility Authority to design, construct and operate a regional water treatment and distribution facility to treat and transport water from Lake Travis to their respective customers. 4. Subject to certain operational limitations, Round Rock has determined that it will, for a period of time, have varying amounts of excess water capacity available in the Northwest portion of its system. 6. Cedar Park and Round Rock have studied the feasibility of permitting Cedar Park to utilize the excess capacity available in the Round Rock water system on an interim basis. 7. Cedar Park and Round Rock desire to set forth in writing the terms and conditions for the interim sale of water from Round Rock to Cedar Park. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and undertakings set forth below, Cedar Park and Round Rock hereby contract and agree as follows: ILA for interim water- 2013- clean- 7-25-13 (00279079).doc ARTICLE ONE DEFINITIONS 1.01 Unless the context clearly requires otherwise, the following terms shall have the meaning set forth below: (a) Agreement: this "Interlocal Agreement for Interim Water Supply (2013)." (b) As Available Service: the increment of interim wholesale water service in excess of Firm Service as defined below to be provided to Cedar Park by Round Rock under this Agreement only if Round Rock determines that such additional increment of potable water service is available from the Round Rock system after meeting the potable water service requirements of its customers as hereinafter more particularly set forth. (c) Emergency: an Act of God or similar unforeseen and unpreventable catastrophic circumstance or disaster that significantly affects Cedar Park's ability to provide potable water to its customers. The term shall not include drought conditions, service interruptions for scheduled maintenance, lapse of raw water supply contracts or other legal impediments, over -commitment of supply, or replacement or construction of facilities or similar events that are preventable by the exercise of due diligence, foresight and planning. (d) Emergency Service: potable water service to be provided to Cedar Park for a temporary period only in the event of and for the duration of an emergency pursuant to the terms and conditions more particularly set forth below. (e) Firm Service: the maximum assured level of potable water service, expressed in gallons per day that Round Rock determines it is capable of providing to Cedar Park on a consistent basis from the Northwest portion of its Water System, throughout the term of this Agreement. (f) MGD: million gallons per day. (g) Point of Delivery: a point at the northwest corner of the intersection of RM 1431 and Sam Bass Road where Cedar Park's water facilities are connected to Round Rock's water facilities and from which Cedar Park may withdraw water from the Round Rock water system. (h) Water: potable water meeting those requirements for human consumption and other domestic uses promulgated by the Texas Department of Health, and/or the Texas Commission on Environmental Quality. ARTICLE TWO TERMS AND CONDITIONS FOR INTERIM WATER SERVICE 2.01 Agreement to Provide Interim Water Service. Subject to the terms and conditions of this Agreement and the requirements of applicable law, Round Rock agrees to provide wholesale 2 water service to Cedar Park at the Point of Delivery on an interim basis ("Interim Water Service") for the term of this Agreement. The respective maximum levels of Firm Service, As Available Service and Emergency Service to be provided by Round Rock to Cedar Park under this Agreement shall be determined in accordance with the procedures set forth below. 2.02 Improvements to Cedar Park System. Cedar Park shall be solely responsible for design and construction of any and all improvements to the Cedar Park water system that are necessary for the safe transportation, storage and distribution of potable water received from the Round Rock water system hereunder. Round Rock shall not be liable for damages to the Cedar Park water system or to the water facilities of Cedar Park customers arising from the distribution of potable water received by Cedar Park hereunder. 2.03. Establishment of Maximum Level of Firm Service. Round Rock and Cedar Park agree that, for the term of this Agreement, Round Rock will provide to Cedar Park at the Point of Delivery, Finn Service up to a peak daily flow of 2.8 MGD on a firm or assured basis ("Firm Service"). During said period, Interim Water Service in excess of a peak daily flow of 2.8 MGD will be provided only on an as available basis ("As Available Service"). 2.04. Effect of Mandatory Water Conservation Measures. Notwithstanding the level of Firm Service determined under the preceding Section, the parties agree that, if Round Rock institutes mandatory water conservation measures for its own customers, Round Rock's commitment for Firm Service to Cedar Park shall be reduced automatically for the duration of Round Rock's mandatory conservation measures, as follows: (a) If Round Rock institutes Stage 1 restrictions (twice a week watering) the commitment for Firm Service shall be reduced to 1.8 MGD; (b) If Round Rock institutes Stage 2 restrictions (once a week watering) the commitment for Firm Service shall be reduced to 1.4 MGD; (c) If Round Rock institutes Stage 3 restrictions (all watering generally prohibited), Round Rock's commitment for Firm Service shall be reduced to 0.0 MGD. 2.05. As Available Service. To the extent potable water service is available from the Round Rock system in excess of the amount of Firm Service determined hereunder, Cedar Park may request and, to the extent Round Rock determines such additional water service is available from the Northwest portion of the Round Rock system, Round Rock has agreed to provide As Available Service to Cedar Park at the Point of Delivery, subject to the conditions set forth in this Section. All Interim Water Service which exceeds the approved level of Firm Service determined in accordance with the foregoing procedures shall be considered As Available Service. Round Rock may terminate or reduce such As Available Service at any time during the term of this Agreement by providing Cedar Park with forty-eight (48) hours written notice of such termination or reduction. Such notice shall be forwarded by hand delivery or email to Cedar Park's notice address stipulated below and such notice shall contain the following: 3 (a) a statement indicating the termination or reduction of As Available Service; (b) in the case of a reduction of As Available Service, the estimated amount of the reduction in As Available Service; (c) the estimated duration of such termination or reduction of As Available Service. 2.06. Rates for Water Service. Round Rock and Cedar Park agree that the rate for all water provided to Cedar Park shall be $3.53 per thousand gallons of water delivered to Cedar Park. 2.07 Provision of Service During an Emergency. In the event of an emergency as defined hereinabove, and to the degree Round Rock is not already providing to Cedar Park the maximum flow capable of being transported, Cedar Park may request that Round Rock provide emergency water service at the Point of Delivery for a temporary period to assist Cedar Park in meeting the needs of such emergency and the provision of emergency water service shall be subject to the following conditions: (a) the availability of water in the Northwest portion of the Round Rock water system in excess of that required to service the requirements of Round Rock's water system customers; (b) a determination by the Director that a bona fide emergency as defined above exists and that delivery of emergency water service to Cedar Park will not endanger the public health, safety or welfare of Round Rock citizens; (c) emergency water service will be provided only for the shortest of the following periods: (1) the reasonable duration of the emergency giving rise to the request for emergency water service; (2) the reasonable duration needed to repair damage to the Cedar Park water system occasioned by such emergency; (3) the duration of Round Rock's ability to provide emergency water service to Cedar Park as determined by the Director; or (4) two (2) weeks. In the event that the emergency exceeds the shortest of the foregoing periods, Cedar Park may make written request to the Director to continue emergency water service beyond said initial period. The Director may continue or resume such emergency water service for an additional period up to two (2) weeks, or such shorter period as the Director shall determine appropriate and necessary, but only if the Director determines that the emergency giving rise to the initial request for emergency service has not been abated, that Cedar Park has exercised reasonable diligence in attempting to remove the disability giving rise to the initial request for emergency 4 water service, and that water in excess of the needs of Round Rock's customers continues to be available in the Northwest portion of the Round Rock water system to provide emergency water service to Cedar Park. ARTICLE THREE GENERAL PROVISIONS 3.01. Term of Agreement. This Agreement shall be for an initial term of one (1) year from the Effective Date. Upon the mutual consent of both parties, the Agreement may be extended. 3.02. Authority. This Agreement is made pursuant to the authority conferred by V.T.C.A. Government Code, Chapter 791, and V.T.C.A. Local Government Code Secs. 402.001 and 402.017. 3.03. Payments from Current Revenues. All payments, if any, required to be made by a governmental entity hereunder shall be payable from current revenues or other funds lawfully available for such purpose. 3.04. Force Majeure. If, by reason of Force Majeure (as hereinafter defined), any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement after its effective date, then such party shall give written notice of the particulars of such Force Majeure to the other party or parties within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall in good faith exercise its best efforts to remove and overcome such inability. Payment obligations shall not be considered to be affected by Force Majeure. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms; floods; washouts; or other natural disasters; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. 3.05 Entire Agreement. This Agreement contains the entire Agreement of the parties and supersedes all prior or contemporaneous, understandings and representations, whether oral or written, respecting the subject matter hereof. 3.06. Amendments. Any amendment hereof must be in writing and signed by the authorized representative of each party hereto. 3.07. No Amendment of Other Agreements. Unless otherwise expressly stipulated herein, this Agreement is separate from and shall not constitute an amendment or modification of any other agreement between the parties. 5 3.08 No Third Party Beneficiaries. This Agreement shall inure only to the benefit of the parties hereto and third parties not privy to this Agreement shall not, in any form or manner, be considered a third party beneficiary of this Agreement. 3.09. Assignment. The rights and obligations of a party arising under this Agreement shall not be assignable. 3.10. Applicable Law. This Agreement shall be construed under and in accordance with Texas law. 3.11. Venue. Venue for any action arising hereunder shall be in Williamson County, Texas. 3.12. Notices. Notices provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service, postage prepaid, to the address of the other party shown below: CEDAR PARK: with copy to: ROUND ROCK: with copy to: 6 600 North Bell Blvd. Cedar Park, Texas 78613 Attn: Sam Roberts Telephone: (512) 258-4121 x6321 Facsimile: (512) 258-6083 Email: roberts@ci.cedar-park.tx.us Charles Rowland City Attorney 600 North Bell Blvd. Cedar Park, Texas 78613 Telephone: (512) 536-0303 Email: charles.rowland@cedarparktexas.gov 221 East Main Round Rock, Texas 78664 Attn: City Manager Telephone: (512) 218-5410 Facsimile: (512) 218-7097 Email: jnuse@round-rock.tx.us Steve Sheets 309 E. Main Street Round Rock, Texas 78664-5264 Telephone: (512) 255-8877 Facsimile: (512) 255-8986 Email: steve@scrrlaw.com 3.13. Multiple Originals. This Agreement may be executed in multiple originals each of equal dignity. 3.14. Effective Date. This Agreement shall be effective from and after August 8, 2013. IN WITNESS WHEREOF, the authorized representatives of Round Rock and Cedar Park have executed this Agreement as of the date(s) shown below. ATTEST: Sara White, City Clerk ATTEST: CITY OF ROUND ROCK: By: Alan McGraw, Mayor Date: CITY OF CEDAR PARK: By: ,City Secretary Matt Powell, Mayor Date: ROUND ROCK, TEXAS PURPOSE FN41ON PROSPERITY City of Round Rock Agenda Item Summary Agenda Number: G.3 Title: Consider a resolution authorizing the Mayor to execute an Interlocal Agreement for Interim Water Supply (2013) with the City of Cedar Park. Type: Resolution Governing Body: City Council Agenda Date: 8/8/2013 Dept Director: Michael Thane, Utiliites & Environmental Services Director Cost: $0.00 Indexes: Attachments: Resolution, Exhibit A Text of Legislative File 13-567 Consider a resolution authorizing the Mayor to execute an Interlocal Agreement with the City of Cedar Park for Interim Water Supply. The Cities of Round Rock, Cedar Park, and Leander have joined together to create the Brushy Creek Regional Utility Authority (BCRUA) to operate a regional water treatment and distribution facility to treat and transport water from Lake Travis. Because of the current drought that we are experiencing in Central Texas, Lake Travis surface water level is nearing a point where the BCRUA will have to shut down the regional water plant. This is necessary in order to protect the pumps that are submersed below the existing floating barge once the plant is turned off. Round Rock has studied the feasibility of permitting Cedar Park to utilize the excess capacity available in the Round Rock water system. This Interlocal Agreement allows the City of Round Rock to provide the City of Cedar Park up to 2.8 million gallons a day (mgd), on an as available basis only. In addition, if the City of Round Rock has water restrictions in place, the amount of water provided to Cedar Park will be reduced as follows: •Stage 1 of Drought Contingency Plan: (twice -a -week mandatory watering) - reduce maximum amount of water per day to 1.8 mgd. •Stage 2: (once -a -week mandatory watering) - reduce maximum amount of wate per day to 1.4 mgd. •Stage 3: (emergency, no outdoor watering) - reduce amount of water to zero. Staff recommends approval City of Round Rock Page 1 Printed on 8/5/2013 EXECUTED ORIGINAL DOCUMENT FOLLOW INTERLOCAL AGREEMENT FOR INTERIM WATER SUPPLY (2013) THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON THIS INTERLOCAL AGREEMENT FOR INTERIM WATER SUPPLY (2013) is made and entered into by and between the City of Cedar Park, a Texas home rule municipal corporation ("Cedar Park") acting by and through its duly authorized Mayor, and the City of Round Rock, a Texas home rule municipal corporation ("Round Rock") acting by and through its duly authorized Mayor. RECITALS: 1. Cedar Park, Round Rock, and Leander ("Leander") each own and operate extensive water and wastewater utility systems providing utility service to customers in Williamson and Travis Counties. 2. Cedar Park and Round Rock recognize that substantial benefits may be derived from joint cooperation with each other and with Leander in the planning, financing, construction and provisions of utilities in the region served by the parties. 3. Cedar Park, Round Rock, and Leander have joined together to create the Brushy Creek Regional Utility Authority to design, construct and operate a regional water treatment and distribution facility to treat and transport water from Lake Travis to their respective customers. 4. Subject to certain operational limitations, Round Rock has determined that it will, for a period of time, have varying amounts of excess water capacity available in the Northwest portion of its system. 6. Cedar Park and Round Rock have studied the feasibility of permitting Cedar Park to utilize the excess capacity available in the Round Rock water system on an interim basis. 7. Cedar Park and Round Rock desire to set forth in writing the terms and conditions for the interim sale of water from Round Rock to Cedar Park. NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and undertakings set forth below, Cedar Park and Round Rock hereby contract and agree as follows: Agmt_ILAlnterimWater CedarPark_CC8 8 13 - REVISED (3 -02,- 60 -P3 ARTICLE ONE DEFINITIONS 1.01 Unless the context clearly requires otherwise, the following terms shall have the meaning set forth below: (a) Agreement: this "Interlocal Agreement for Interim Water Supply (2013)." (b) As Available Service: the increment of interim wholesale water service in excess of Firm Service as defined below to be provided to Cedar Park by Round Rock under this Agreement only if Round Rock determines that such additional increment of potable water service is available from the Round Rock system after meeting the potable water service requirements of its customers as hereinafter more particularly set forth. (c) Emergency: an Act of God or similar unforeseen and unpreventable catastrophic circumstance or disaster that significantly affects Cedar Park's ability to provide potable water to its customers. The term shall not include drought conditions, service interruptions for scheduled maintenance, lapse of raw water supply contracts or other legal impediments, over -commitment of supply, or replacement or construction of facilities or similar events that are preventable by the exercise of due diligence, foresight and planning. (d) Emergency Service: potable water service to be provided to Cedar Park for a temporary period only in the event of and for the duration of an emergency pursuant to the terms and conditions more particularly set forth below. (e) Firm Service: the maximum assured level of potable water service, expressed in gallons per day that Round Rock determines it is capable of providing to Cedar Park on a consistent basis from the Northwest portion of its Water System, throughout the term of this Agreement. (f) MGD: million gallons per day. (g) Point of Delivery: a point at the northwest corner of the intersection of RM 1431 and Sam Bass Road where Cedar Park's water facilities are connected to Round Rock's water facilities and from which Cedar Park may withdraw water from the Round Rock water system. (h) Water: potable water meeting those requirements for human consumption and other domestic uses promulgated by the Texas Department of Health, and/or the Texas Commission on Environmental Quality. ARTICLE TWO TERMS AND CONDITIONS FOR INTERIM WATER SERVICE 2.01 Agreement to Provide Interim Water Service. Subject to the terms and conditions of this Agreement and the requirements of applicable law, Round Rock agrees to provide wholesale 2 water service to Cedar Park at the Point of Delivery on an interim basis ("Interim Water Service") for the term of this Agreement. The respective maximum levels of Firm Service, As Available Service and Emergency Service to be provided by Round Rock to Cedar Park under this Agreement shall be determined in accordance with the procedures set forth below. 2.02 Improvements to Cedar Park System. Cedar Park shall be solely responsible for design and construction of any and all improvements to the Cedar Park water system that are necessary for the safe transportation, storage and distribution of potable water received from the Round Rock water system hereunder. Round Rock shall not be liable for damages to the Cedar Park water system or to the water facilities of Cedar Park customers arising from the distribution of potable water received by Cedar Park hereunder. 2.03. Establishment of Maximum Level of Firm Service. Round Rock and Cedar Park agree that, for the term of this Agreement, Round Rock will provide to Cedar Park at the Point of Delivery, Firm Service up to a peak daily flow of 2.8 MGD on a firm or assured basis ("Firm Service"). During said period, Interim Water Service in excess of a peak daily flow of 2.8 MGD will be provided only on an as available basis ("As Available Service"). 2.04. Effect of Mandatory Water Conservation Measures. Notwithstanding the level of Firm Service determined under the preceding Section, the parties agree that, if Round Rock institutes mandatory water conservation measures for its own customers, Round Rock's commitment for Firm Service to Cedar Park shall be reduced automatically for the duration of Round Rock's mandatory conservation measures, as follows: (a) If Round Rock institutes Stage 1 restrictions (twice a week watering) the commitment for Firm Service shall be reduced to 1.8 MGD; (b) If Round Rock institutes Stage 2 restrictions (once a week watering) the commitment for Firm Service shall be reduced to 1.4 MGD; (c) If Round Rock institutes Stage 3 restrictions (all watering generally prohibited), Round Rock's commitment for Firm Service shall be reduced to 0.0 MGD. 2.05. As Available Service. To the extent potable water service is available from the Round Rock system in excess of the amount of Firm Service determined hereunder, Cedar Park may request and, to the extent Round Rock determines such additional water service is available from the Northwest portion of the Round Rock system, Round Rock has agreed to provide As Available Service to Cedar Park at the Point of Delivery, subject to the conditions set forth in this Section. All Interim Water Service which exceeds the approved level of Firm Service determined in accordance with the foregoing procedures shall be considered As Available Service. Round Rock may terminate or reduce such As Available Service at any time during the term of this Agreement by providing Cedar Park with forty-eight (48) hours written notice of such termination or reduction. Such notice shall be forwarded by hand delivery or email to Cedar Park's notice address stipulated below and such notice shall contain the following: 3 (a) a statement indicating the termination or reduction of As Available Service; (b) in the case of a reduction of As Available Service, the estimated amount of the reduction in As Available Service; (c) the estimated duration of such termination or reduction of As Available Service. 2.06. Rates for Water Service. Round Rock and Cedar Park agree that the rate for all water provided to Cedar Park shall be $3.53 per thousand gallons of water delivered to Cedar Park. 2.07 Provision of Service During an Emergency. In the event of an emergency as defined hereinabove, and to the degree Round Rock is not already providing to Cedar Park the maximum flow capable of being transported, Cedar Park may request that Round Rock provide emergency water service at the Point of Delivery for a temporary period to assist Cedar Park in meeting the needs of such emergency and the provision of emergency water service shall be subject to the following conditions: (a) the availability of water in the Northwest portion of the Round Rock water system in excess of that required to service the requirements of Round Rock's water system customers; (b) a determination by the Director that a bona fide emergency as defined above exists and that delivery of emergency water service to Cedar Park will not endanger the public health, safety or welfare of Round Rock citizens; (c) emergency water service will be provided only for the shortest of the following periods: (1) the reasonable duration of the emergency giving rise to the request for emergency water service; (2) the reasonable duration needed to repair damage to the Cedar Park water system occasioned by such emergency; (3) the duration of Round Rock's ability to provide emergency water service to Cedar Park as determined by the Director; or (4) two (2) weeks. In the event that the emergency exceeds the shortest of the foregoing periods, Cedar Park may make written request to the Director to continue emergency water service beyond said initial period. The Director may continue or resume such emergency water service for an additional period up to two (2) weeks, or such shorter period as the Director shall determine appropriate and necessary, but only if the Director determines that the emergency giving rise to the initial request for emergency service has not been abated, that Cedar Park has exercised reasonable diligence in attempting to remove the disability giving rise to the initial request for emergency 4 water service, and that water in excess of the needs of Round Rock's customers continues to be available in the Northwest portion of the Round Rock water system to provide emergency water service to Cedar Park. ARTICLE THREE GENERAL PROVISIONS 3.01. Term of Agreement. This Agreement shall be for an initial term of one (1) year from the Effective Date. Upon the mutual consent of both parties, the Agreement may be extended. 3.02. Authority. This Agreement is made pursuant to the authority conferred by V.T.C.A. Government Code, Chapter 791, and V.T.C.A. Local Government Code Secs. 402.001 and 402.017. 3.03. Payments from Current Revenues. All payments, if any, required to be made by a governmental entity hereunder shall be payable from current revenues or other funds lawfully available for such purpose. 3.04. Force Majeure. If, by reason of Force Majeure (as hereinafter defined), any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement after its effective date, then such party shall give written notice of the particulars of such Force Majeure to the other party or parties within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall in good faith exercise its best efforts to remove and overcome such inability. Payment obligations shall not be considered to be affected by Force Majeure. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes; storms; floods; washouts; or other natural disasters; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. 3.05 Entire Agreement. This Agreement contains the entire Agreement of the parties and supersedes all prior or contemporaneous, understandings and representations, whether oral or written, respecting the subject matter hereof. 3.06. Amendments. Any amendment hereof must be in writing and signed by the authorized representative of each party hereto. 3.07. No Amendment of Other Agreements. Unless otherwise expressly stipulated herein, this Agreement is separate from and shall not constitute an amendment or modification of any other agreement between the parties. 5 3.08 No Third Party Beneficiaries. This Agreement shall inure only to the benefit of the parties hereto and third parties not privy to this Agreement shall not, in any form or manner, be considered a third party beneficiary of this Agreement. 3.09. Assignment. The rights and obligations of a party arising under this Agreement shall not be assignable. 3.10. Applicable Law. This Agreement shall be construed under and in accordance with Texas law. 3.11. Venue. Venue for any action arising hereunder shall be in Williamson County, Texas. 3.12. Notices. Notices provided hereunder shall be sufficient if forwarded to the other party by hand -delivery or via U.S. Postal Service, postage prepaid, to the address of the other party shown below: CEDAR PARK: with copy to: ROUND ROCK: with copy to: 6 450 Cypress Creek Road Cedar Park, Texas 78613 Attn: Sam Roberts Telephone: (512) 401-5368 Facsimile: (512) 258-8602 Email: roberts@ci.cedar-park.tx.us Charles Rowland City Attorney 450 Cypress Creek Road Cedar Park, Texas 78613 Telephone: (512) 401-5004 Email: charles.rowland@cedarparktexas.gov 221 East Main Round Rock, Texas 78664 Attn: City Manager Telephone: (512) 218-5410 Facsimile: (512) 218-7097 Email: jnuse@round-rock.tx.us Steve Sheets 309 E. Main Street Round Rock, Texas 78664-5264 Telephone: (512) 255-8877 Facsimile: (512) 255-8986 Email: steve@scrrlaw.com 3.13. Multiple Originals. This Agreement may be executed in multiple originals each of equal dignity. 3.14. Effective Date. This Agreement shall be effective from and after August 8, 2013. 1N WITNESS WHEREOF, the authorized representatives of Round Rock and Cedar Park have executed this Agreement as of the date(s) shown below. ATTEST: CITY OF ROUND ROCK: • eti7bb By:Qrn Sara White, City Clerk ATTEST: C )*14? -7 • tee--- Alan McGraw, Mayor Date: 9• .W •13 CITY OF CEDAR PARK: By: LeAnn Quinn, City Secretary Matthew Powell, Mayor Date: 7 (4202•/3 i2 /yea. / pP.. Off. 6. /c