Contract - Cities of Georgetown and Round Rock - 9/8/2022 FIRST AMENDMENT TO THE
WHOLESALE WATER SERVICE AGREEMENT
BETWEEN THE CITIES OF ROUND ROCK AND GEORGETOWN
This First Amendment to the Wholesale Water Se§geAgre��,,,ient Between the Cities of Round Rock and
Georgetown(the"First Amendment")is dated thelay o�
Y and between the City of Round
Rock("Round Rock")and the City of Georgetown("Georgetowil").
RECITALS
Whereas,on the 24th day of March,2020,Round Rock and Georgetown entered into that certain Wholesale
Water Service Agreement Between the Cities of Round Rock and Georgetown,(the"Agreement");and
Whereas,the Cities now wish to amend the Agreement to delay the date when Georgetown may start taking
water from the County Road 175 Point of Delivery;
NOW THEREFORE, in consideration of the foregoing premises and the mutual promises and
undertakings set forth below,Georgetown and Round Rock mutually agree as follows:
ARTICLE I
DEFINITIONS
Sectio'n'I,I All terms used herein shall have the meaning assigned to them in the Agreement, unless
the context clearly requires otherwise.
ARTICLE 11
AMENDMENTS
Section 2.1 ARTICLE FIVE WATER RATES, Section 5.02 Monthly Base Charges, (b) County
Road 175,is hereby amended to read as follows:
(b) County Road 175.The initial monthly base charge for the water delivered
through the County Road 175 Point of Delivery shall be$43,530 for each calendar
month. Georgetown's right to take water from this Point of Delivery and the
monthly base charge will start June 1,2024.
ARTICLE III
MISCELLANEOUS
Section 3.1 To the extent necessary toeffect the terms and conditions of this First Amendment, the
Agreement is hereby amended and modified.In all other respects,the aforesaid Agreement is hereby ratified
and confirmed.
Section 31.2 This First Amendment may be executed in counterparts,each of which shall be an original
and all of which together shall constitute but one and the same instrument.
IN WITNESS WHEREOF,the Parties hereto acting under authority of their respective governing bodies
have caused this First Amendment to be duly executed as of the day and year first above written.
GeorgeTownTx.65032.1.Draft—First—Amend ment to—the—Wholesale—Water—Service_Agreement
AD 9,a- ,9.qq
CITY OF U ROCK
ATTEST: By:„
C a! orga ,,Mayor
eagan Spill City erk
APP 1 AS TO FORM:
Stephan ' Sheets,City Attorney
CITY, GEORGETOWN
ATTEST: By:
Mayor
,CftyClerk
APPROVED AS TO FORM:
City Attorney
WHOLESALE, WATER SERVICE AGRE 1 NT
BE TWEE N THE CITIES OF ROUND ROCK AND GEORGETOWN
This Wholesale Water Set-vice Agreement Between the Cities of Round Rock and Georgetown
(this "Agreement") is made and entered into by and between the City of Georgetown, a Texas
home rule municipal corporation C'Georgetown")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:
Whereas, Round Rock and Georgetown recognize that substantial benefits may be derived from.
joint cooperation with each other in the planning, financing, construction and provisions of
utilities;and
Whereas,Georgetown has a need for a source of additional treated water for the southwest portion
of its water service area;and
Whereas, Round Rock has excess capacity in its water treatment system and is willing to sell
wholesale potable water to Georgetown; and
Whereas,G corgelown,and Round Rock desire to set forth in writing the terms and conditions for
the sale of water from Round Rock to Georgetown;
NOW, THEREFORE, in considetation of the foregoing premises and the mutual promises and
undertakings set forth below, Georgetown and Round Rock hereby contract and agree as follows:
ARTICLE ONE
DEFINITIONS
1.01 Unless the context clearly requires otherwise,the following terms shall have the meaning
set forth below:
Agreement: means this Wholesale Water Service Agreement Between the Cities of
Round Rock and Georgetown.
As Available Service means the increment of interim wholesale water service in excess of
Firm Service asdefined below to be provided to Georgetown by Round Rock under this Agreement
only if Round Rock determines that such additional increment of potable water service is available
on a temporary basis from the Round Rock system after meeting the potable water service
requirements of its customers as hereinafter more particularly set forth.
Cities: means Georgetown and Round Rock.
0044024 r. x
Effective Date: means the_day of_,2020,
Hun_Service: the maximum assured level of potable water service, expressed in gallons
per day that Round Rock determines it is capable of providing to Georgetown an a consistent basis
from its water system,throughout the term of this Agreement.
gqqtggqyn: means the City of Georgetown,Texas.
means the water meter located in the vicinity of the
Highlands at Mayfield Ranch subdivision, as shown on Exhibit A.
Meter,CountyRoa : means the water meter located near County Road 175,as shown
on Exhibit A.
Points mes the two points where the Meters are located and where
Georgetown's water system will be connected to Round Rock's water system and from which
Georgetown may withdraw water froin Round Rock's water system.
Ltound Rock: means the City of Round Rock,'renc a&
Water: means potable water meeting those requirements for human consumption and other
uses promulgated by the Texas Department of Health, and/or the Texas Commission on
Environmental Quality,
ARTICLE TWO
TERMS AND CONDITIONS
FOR WATE R SERVICE
2.01 Ato-Provide WfggK apiy�_ Subject to the terms and conditions of this
Agreement and the requirements of applicable law,Round Rock agrees to provide water service
to Georgetown at the Point(s)of Delivery for the term of this Agreement.The Point(s)of Delivery
will be agreed upon by Round Rock and Georgetown. The maximum level of water service to be
provided by Round Rock to Georgetown under this Agreement shall be as set forth below.
2.02. Water Meters at theP9LnLs JoLDelivery. Water delivered to Georgetown will be measured
by a meter installed at each Point of Delivery.Metering equipment and related facilities,including
a meter vault and standard-type devices required for properly measuring the quantity of Water
delivered to Georgetown,will, be installed at each Point of Delivery as set forth in Sections 3.01
and 4.01 below. The meter(s) installed shall have the capability of restricting the rate of flow
thi-ough the meter,as set forth in Sections 3,02 and 4.02 below. The water meters ftt are installed
shall be Automatic Metering Itiftastructure capable and be manufactured by Master Meter, Inc. of
other equivalent vendor approved by Round Rock. After installation, Round Rock will own,
operate,and maintain the metering equipment,and upstream improvements.
2,03, Meter Calibration and Billi ngAd usiments. At of Points of Delivery,Round Rock will
calibrate the,meters annually at its cost. Round Rock will provide Georgetown with a copy of the
calibration report within ten calendar days of Round Rock's receipt of same, At Georgetown's
request,Round Rock shall calibrate the meters more frequently. If Georgetown requests calibration
of a meter more frequently than once every 12 months and,upon calibration,the meter in question
proves to be accurate, then the cost of the calibration will be borne by Georgetown, Any meter
registering within the accuracy range asdefined by the,American Water Works Association or its
successor agency for continuous maximum duty usage for that type and size of meter will be
deemed to be accurate. If any meter test indicates that the meter is inaccurate, the meter will be
recalibrated or replaced, and a billing adjustment will be made based on the degree of the meter's
inaccuracy, as determined by the test. If the Cities can reasonably estimate the time at which the
meter became inaccurate, Round Rock will make a billing adjustment based on that time period.
If the Cities cannot reasonably estimate the time at which the meter became inaccurate,the Round
Rock will make a billing adjustment to no more than the previous six months' billings,
2,04, Meter RepRir and Acces& If a Point(s) of Delivery meter is out of service or under repair
sothat the amount of Water delivered cannot be ascertained or computed from the readings, the
Water delivered during the period the meter was out of set-vice or repair will be estimated and
agreed upon by the Cities based on previous billings and other relevant information. Round Rock
will keep accurate records of the amount Water passing through the meters on a daily basis, Such
records will be available to Georgetown for inspection or copying at all times during regular
business hours. Both Georgetown and Round Rock will be entitled to access the Point of Delivery
meters at all times.
2..05 Billin and P
Round Rock shall send a bill to Georgetown once per of setting
forth the quantity of Water delivered to Georgetown as determined by Round Rock's periodic
readings of the Point of Delivery meters, Each bill shall include a due date and the total amount
owed to Round Rock based an the metered quantity of Water delivered multiplied by Round
Rock's wholesale Water rate for Georgetown. Georgetown shall pay the total amount owed to
Round Rock byte due date on each bill for Water Service. If Georgetown,in good faith,questions
the amount of the bill,Round Rock shall work cooperatively with Georgetown to resolve the issue,
2.06 •Effect of Mandatory Water Conservation bjeasures. Notwithstanding the leve)(s) of Firm
Service determined in this Agreement, Georgetown acknowledges that, if Round Rock institutes
mandatory water conservation measures for its customers,the level(s)of Firm Service set forth in
this Agreement may be temporarily reduced in accordance with Round Rock's mandatory
consei-vation measures as follows, If Round Rock implements Stage 1, the Firm Service shall be
reduced by IS%; if Round Rock implements Stage 11,the Fit-in Service shall be reduced by 25%;
and if Round Rock implements Stage 111,the Firm Service shall be reduced by 50%. , Round Rock
shall provide Georgetown 48 hours' written notice of the implementation of a water conversation
stage.
ARTICLE THREE
HIGHLANDS POINT OF DELIVERY
3,01, Meters. At the Highlands Point of Delivery, there will be two separate meter vaults with
standard metering and related facilities, as shown on Exhibit B, The primary meter vault will be
for the meter to measure the quantity of Water delivered by Round Rock to Georgetown,pursuant
to the terms of this Agreement. The secondary meter vault will be fora meter to measure water
delivered by Georgetown to Round Rook on an emergency basis, is will be the subject of a
separate Interlocal Agreement between Georgetown and Round Rock. Round Rock will be
responsible for designing and constructing of vaults, meters, and related facilities. Georgetown
shall reimburse Round Rock for one-half of all costs associated with same.
3,02 Level of FirmScrvice.The Cities agree that the level of Firm Service provided through the
Highlands atMayfieFd meter shall be 1,0 million gallons per day (MOD). The Cities also agree
that the Highlands at Mayfield meter shall be set so that the maximum rate of flow through the
meter shall be 695 gallons per minute(GPM).
ARTICLE FOUR
COUNTY ROAD 175 POJNT OF DELIVERY
4,01, Meter. At the County Road 175 Point of Delivery, there will be one vault with a standard
meter and related facilities,as shown on Exhibit C,The meter vault will be for a meter to measure
the quantity of Water. delivered by Round Rock to Georgetown, pursuant to the terms of this
Agreement. on Rock will be responsible for designing and constructing the vault, meter, and
related facilities.Georgetown shall reimburse Round Rock for one-half of all costs associated with
same.
4.02 Level of Firm Service. The, Cities agme that the initial level of Firm Service provided
through the County Road 175 it of Delivery shall be 3.0 MOD. The Cities also agree that the
County Road 175 Meter shall be set so that the maximum rate of flow through the meter shall be
2,085 GPM.
ARTICLE FIVE
WATER RATES
5.01 Rates for Water Service. The rate for Water Service shall consist of a monthly base charge
and a volumetric charge per 1,000 gallons of water delivered to Georgetown.
5.02 Monthly Basg Char es.
(a) Highlands at Mayfield, The initial monthly base charge for the water delivered
through the Highlands at Mayfield Point of Delivery shall be $14,510 for each calendar month.
The monthly base charge will start June, 2020, or when Georgetown starts taking water at the
Highlands at Mayfield Point of Delivery, whichever first occurs.
(b) County Road 175,The initial monthly base charge for the water delivered through
the County Road 175 Point of Delivery shall be $43,530 for each calendar month. The monthly
base chat.ge will start June,2022,or when Georgetown starts taking water at the County Road 175
Point of Delivery,whichever first occurs.
5,03 Volumetric ChaEge, The initial volumetric charge for water delivered at both points of
delivery shall be$1.1 er 1,000 gallons of water delivered to Georgetown.
5,04 Rate Review and Amendment. The rates set by Round Rock and charged to Georgetown
shall be,reasonable and may be reviewed and/or amended frown time to time and shall be based on
a cost of service study performed by Round Rock. Round Rock may include a rate of return in its
rates equal to 10 percent of its actual cost.At Georgetown's request,Round Rock agrees to provide
Georgetown with a copy of the rate study that derived the new rates.Round Rock agrees to provide
Georgetown at least 60 as written notice of an estimated arnount of any proposed rate increase,
If Round Rock proposes to increase any of the rates set forth in this Agreement,the revised rate(s)
shall be adopted by the Round Rock it Council and Round Rock shall promptly provide
Georgetown written notice of the adopted rate(s). Georgetown shall have 60 days after the
adoption of the revised rate(s) to either accept the increased rates in writing or terminate this
Agreement.
ARTICLE SIX
AS AVAILABLE SERVICE
6. 1, As Available S,eryice, To the extent Water Service is available from the Round Rock
system in excess of the Firm Service at one or both Point(s) of Delivery, Georgetown may request
viae ail or phone call to the Round Rock Control Center on a daily basis and,to the extent Round
Rock determines such additional water service is available, Round Rock agrees to provide As
Available Service to Georgetown at one or of Point(s) of Delivery by adjusting the valve
position(s), subject to the conditions set forth in this Section.
6.02. 11olumetric Rates for As Available Service. All Water Service at a Point of Delivery which
I............11........................................................................................................................................................
.............................................................—..............
exceeds the approved level of Firm. Service determined in accordance with the foregoing
procedures shall be considered As Available Service, The volumetric charge for As Available
Service shall be $1.16 per 1,000 gallons delivered to Georgetown.
6.03 Ikeduciriv As Available Service. Round Rock may terminate or reduce such As Available
Service at any time during the term oft is Agreement by providing Georgetown with twenty-four
(24)hours written notice of such termination or reduction. Such notice shall be communicated by
either telephone or inail to Georgetown's Control Center, If the notice is given by telephone, it
shall be confirmed bye ail within 24 hours. Such notice shall contain the followin&
(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 Set-vice; and
5
(c) the estimated duration of such termination or reduction of As Available Service.
ARTICLE SEVEN
GENERAL PROVISIONS
7.01, Authoi
i!y. This Agreement is made pursuant to the authority con erre by V.T.C.A.
Government Code, Chapter 791, and V.T.C.A. Local Government Code Sees, 402.001 and
4010170 The limitations stated herein shall not be construed as a delegation by either Georgetown
or Round Rock of any governmental authority or power but rather shall be construed as a
contractual requirement
7,02. I-layinenis 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. The obligation of Georgetown to make payments to Round Rock dues
not constitute a general obligation or indcb[ness of Georgetown for which Georgetown is obligated
to levy or pledge any form of taxation.
7.03° Force Maicure, 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 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 Majeur&'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 die 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.
7,04 Sever abllity. The provisions of this Agreement are severable, and if any pail of this
Agreement or the application thereof to any person or circumstances is ever held by any court of
competent jurisdiction to be invalid or unconstitutional for any reason, the remainder of this
Agreement and the application of such pail of this Agreement to other persons or circumstances
shall not be affected thereby and this Agreement shall be constl-ucd as if such invalid or
unconstitutional portion had never been contained herein,
7,05 EntireAgrqqip This Agreement contains the entire Agreement of the Cities and
supersedes all prior or contemporaneous, understandings and representations, whether oral or
written,rospecting the subject matter hereof,
7.06 AM_endments. Any amendment hereof must be in writing and signed by [he authorized
representative of each party hereto,
7.07. Np-Ai-n-o-n-d-n-ic-ilt-qf-Qter_Al)aeplents. Unless otherwise expressly stipulated herein, this
Agreement is separate from and shall not constitute an amendment or modification of any other
agreement between the Cities.
7. Third-ParV amjqfi icigries. This Agreement shall inure only to the benefit of the Cities
_
and third parties not privy to this Agreement shall not, in any form or manner, be considered a
third-party beneficiary of this Agreement.
7.09 Assignment. The rights and obligations of a party arising under this Agreement shall not
be assignable.
7.10 ADDlicable Law. This Agreement shall be construed under and in accordance with Texas
law.
7.11 Venue. Venue for any action arising hereunder shall be in Williamson Cour ty,'rexas.
7.12 fonDict. If there is a conflict between Round Rock's policies, ordinances, or othcr
contracts and this Agreement,the provisions of this Agreement shall control.
7.13 b[ptices. Notices provided hereunder shall be sufficient if forwarded to the other party by
hand-delivery or via U.S. Postal Service,postage prepaid, tote address of the other party shown
below:
GjewcjAv.
GEORGETOWN: 709, W[Az r
Georgetown,TX -
-
Attn:
Telephone. f 1
Email: am
with copy to:
Georgetown,Texas IN=-79(o.7,8
Attn., DA -C- l_ ra �
Telephone; e5LI
j 1%, -2Wiq
Email: C
I US
ROUND ROCK: 221 East in
Round Rock,Texas 78664
Attn. City Manager
Telephone: (512)218-54 10
7
with copy to: Stephan L. Sheets
309 E. Main Street
Round Rock,Texas 78664-5264
Telephone: (512)255-8877
The Parties shall have the right at any time to change their respective addresses by giving
written notice of sarne to the other party.
7,14 Mu ti le Originals, This Agreement may be executed in multiple originals each of equal
dignity.
7.15 Term of Ap-reeinent. This Agreement shall be for a term of 10 years from the Effective
Date. This Agreement may be renewed or extended by mutual agreement of the Parties in writing
for such additional periods as may be approved by the governing bodies of Round Rock and
Georgetown.
7.16 Termination. This Agreement may be terminated by mutual agreement of the parties.,
Round Rock shall have the option of terminating this Agreement any time after five years by giving
Georgetown one-year written notice of its exercise of the option.Georgetown shall have the option
of terminating this Agreement imy time after one year by giving Round Rock one-year written
notice of its exercise of the option. Pursuant to Section 5.04 of this Agreement, Georgetown also
has the,right to terminate this Agreement in response to a rate increase adopted by the Round Rock
City Council No later than 30 days before the termination of this Agreement, the Cities will
coordinate with each other with regard to the disconnection between Georgetown's and Round
Rock's Water system in a manner acceptable to the Cities. Whichever City terminates the
Agreement will be responsible for•the costs of such disconnection.
7.17 Default. In the event that one party believes that the other patty is in default of any of the
provisions in this agreement, the non-defaulting party will make written demand to cure to the
defaulting party and give the defaulting party up to thirty days to cure the default or,if the curative
action cannot reasonably be completed within thirty days,the defaulting party will commence the
curative action within thirty days and thereafter diligently pursue the curative action to completionRRk .
This period must pass before the non-defaulting,party rnay initiate any remedies available to the
non-defaulting party due to such default. The non-defaulting party shall mitigate direct or
consequential damages arising from any default to the extent reasonably possible under the
circumstances. The parties agree that they will use their best efforts to resolve ally disputes and
may engage in non-binding arbitration or other alternative dispute resolution methods as
recommended by the laws of the State ofTexas before initiating any lawsuit to enforce their rights
under this agreement. Nothing in this agreement shall be construed to limit either party's right to
recover damages or to seek other appropriate curative remedies if a breach of contract action is
filed by a non-defaulting;party to this Agreement,
7.18 EffectiveDate. This Agreement shall be effective from.and after the day of_,
2020.
IN WITNESS F, the authorized representatives of Round Rock and Georgetown have
executed this Agreement as of the date(s)shown low.
White, CITY OF ROUND ROCK:
Sara i le r or n,Mayor
ter ".1j 2 .... ..
Q
i
CITY OF GEORGETOWN:
ATTE
A, By:
...........
Robyn,wen-store,City Secretary Dale Ross,Mayor
Date-
APPROVED AST ORM:
Charlie McNabb,City Attomey
Date- 7
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