R-2023-283 - 9/14/2023 RESOLUTION NO. R-2023-283
WHEREAS, the City of Round Rock ("City") is constructing improvements to Gattis School
Road, Segment 6 (the "Road Project"); and
WHEREAS, some of the proposed Road Project includes the widening of the right-of-way into
easements in which the Manville Water Supply Corporation's ("Manville") water system
improvements are or will be located; and
WHEREAS, the City and Manville have determined that, because of the Road Project, the
relocation of Manville water lines are necessary (the "Relocation Project"); and
WHEREAS, the City and Manville wish to enter into an agreement to set forth the terms and
conditions pursuant to which the City shall relocate Manville's water system improvements in certain
segments of the Road Project,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 a Utility
Relocation Agreement for the Relocation of Water System Improvements at Gattis School Segment 6,
a copy of same being attached hereto as Exhibit"A" and incorporated herein.
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 14th day of September, 2023.
0112.20232:4886-8403-0077
Al
CRAIG OORGA Mayor
City of Round R , Texas
ATTEST:
AA
M AGAN SPI , City qlerk
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EXHIBIT
„A„
UTILITY RELOCATION AGREEMENT FOR
THE RELOCATION OF WATER SYSTEM IMPROVEMENTS
AT GATTIS SCHOOL SEGMENT 6
THIS UTILITY RELOCATION AGREEMENT FOR THE RELOCATION OF
WATER SYSTEM IMPROVEMENTS AT GATTIS SCHOOL SEGMENT 6("Agreement")
is entered into by and between Manville Water Supply Corporation ("Manville") and the City of
Round Rock, Texas, a Texas home rule municipality ("Round Rock"). In this Agreement,
Manville and Round Rock are sometimes individually referred to as "a Party" and collectively
referred to as "the Parties".
WHEREAS,Round Rock is and has been in the process of constructing improvements to
Gattis School Road, Segment 6 (the"Road Project"); and
WHEREAS,some of the proposed Road Project includes the widening of the right-of-way
into easements in which the Manville's water system improvements are or will be located; and
WHEREAS,the parties have determined that, because of the Road Project,the relocation
of Manville water lines are necessary(the "Relocation Project");and
WHEREAS, plans and specifications for the relocation of the Manville water lines
affected by the Road Project are attached hereto as Exhibit"A"(the "Plans"); and
WHEREAS,this Agreement sets forth the terms and conditions pursuant to which Round
Rock shall relocate the Manville's water system improvements in certain segments of the Road
Project.
NOW, THEREFORE, in consideration of the foregoing premises and the mutual
promises and agreements of the Parties contained in this Agreement,the Parties agree as follows:
I.
GENERAL STATEMENT
1.01 General. The purpose of this Agreement is to provide for the relocation and
construction of Manville waterline improvements (the Relocation Project) caused by Round
Rock's construction of the Road Project.
1.02 Round Rock Relocation of Waterlines.Round Rock will,at its own expense,pay
all costs related to the relocation of the Manville water lines in accordance with the Plans.As stated
below,Round Rock will reimburse the Manville for all costs related to the design of the Plans.
1.03 Round Rock to Obtain Easements Round Rock agrees to acquire at its own
expense all necessary easements required by the Manville for the Relocation Project as shown in
the Plans. This Agreement specifically allows Round Rock's right-of-way attorneys to acquire
easements by eminent domain, if necessary, on behalf of the Manville. The form of the easement
shall be approved by the Manville prior to acquisition.
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1.04 Manville Obligations. Manville shall be responsible for the design of the Plans,
including specifications.Manville will submit invoices for design costs to Round Rock,and Round
Rock shall reimburse the Manville for those costs. After acceptance of the waterline relocations,
the Manville will own and maintain said waterlines at its sole cost and expense.
1.05 Continuation of Service. Round Rock agrees that the Project shall be undertaken
so as to minimize any disruption of water service to existing customers of Manville and will not
result in the permanent loss of water service to any such customers.
II.
CONSTRUCTION OF RELOCATION PROJECT
2.01 General. The Parties mutually acknowledge and agree that Manville shall
construct the Relocation Project. Round Rock agrees that it is responsible for one hundred percent
(100%) of the costs of the Relocation Project.
2.02 Payment and Maintenance. Round Rock's payment for the Construction Costs
will be due and owing thirty (30) days after the Manville has accepted the completed Relocation
Project. After acceptance, the Manville shall own and maintain the facilities included within the
Relocation Project.
III.
DISPUTES
3.01 Material Breach; Notice and Opportunity to Cure.
(a) In the event that either Party believes that the other Party has materially breached
one of the provisions of this Agreement, the non-defaulting Party will make written demand to
cure and give the defaulting Party up to 30 days to cure such material breach or, if the curative
action cannot reasonably be completed within 30 days, the defaulting Party will commence the
curative action within 30 days and thereafter diligently pursue the curative action to completion.
Notwithstanding the foregoing. any matters specified in the default notice which may be cured
solely by the payment of money must be cured within 10 days after receipt of the notice. This
applicable time period must pass before the non-defaulting Party may initiate any remedies
available to the non-defaulting party due to such breach.
(b) Any non-defaulting Party will mitigate direct or consequential damage arising from
any breach or default to the extent reasonably possible under the circumstances.
(c) The Parties agree that they will negotiate in good faith to resolve any disputes and
may engage in non-binding mediation, arbitration or other alternative dispute resolution methods
as recommended by the laws of the State of Texas.
3.02 Equitable Relief. In recognition that failure in the performance of the Parties'
respective obligations could not be adequately compensated in money damages alone, the Parties
agrees that after providing notice and an opportunity to cure in accordance with Section 3.01
above,the Parties shall have the right to request any court,agency or other governmental authority
of appropriate jurisdiction to grant any and all remedies which are appropriate to assure
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conformance to the provisions of this Agreement. The defaulting Party shall be liable to the other
far all costs actually incurred in pursuing such remedies and for any penalties or fines as a result
of the failure to comply with the terms including, without limitation, the right to obtain a writ of
mandamus or an injunction requiring the governing body of the defaulting party to levy and collect
rates and charges or other revenues sufficient to pay the amounts owed under this Agreement.
3.03 Aereement's Remedies Not Exclusive. The provisions of this Agreement
providing remedies in the e%ent of a Party's breach are not intended to be exclusive remedies. The
Parties retain. except to the extent released or waived by the express terms of this Agreement, all
rights at law and in equity to enforce the terms of this Agreement.
IV.
GENERAL PROVISIONS
4.01 Severability. The provisions of this Agreement are severable and, if any provision
of this Agreement is held to be invalid for any reason by a court or agency of competent
jurisdiction, the remainder of this Agreement will not be affected and this Agreement will be
construed as if the invalid portion had never been contained herein.
4.02 Payments from Current Revenues. Any payments required to be made by a Party
under this Agreement will be paid from current revenues available to the Party for such purpose.
4.03 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate
the purposes and intent of this Agreement.
4.04 Entire Agreement. This Agreement contains the entire agreement of the Parties
regarding the subject matter hereof and supersedes all prior or contemporaneous understandings
or representations,whether oral or written, regarding the subject matter and only relates to those
portions of the Project shown in the Project Plans.
4.05 Amendments. Any amendment of this Agreement must be in writing and will be
effective if signed by the authorized representatives of the Parties.
4.06 Applicable Law; Venue. This Agreement will be construed in accordance with
Texas law. Venue for any action arising hereunder will be in Williamson Round Rock,Texas.
4.07 Notices. Any notices given under this Agreement will be effective if(i)forwarded
to a Party by hand-delivery;(ii)transmitted to a Party by confirmed fax machine;or(iii)deposited
with the U.S. Postal Service,postage prepaid,certified,to the address of the Party indicated below:
MANVILLE:
Manville Water Supply Corporation
PO Box 248
Coupland, TX 78615
Telephone: (512) 856-2488
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ROUND ROCK:
City of Round Rock
221 East Main Street
Round Rock,TX 78664
Attn: Laurie Hadley, City Manager
Telephone:(512)218-5401
With copy to:
Stephanie L. Sandre, City Attorney
Sheets&Crossfield, PLLC
309 East Main Street
Round Rock,Texas 78664
4.08 Counterparts; Effect of Partial Execution. This Agreement may be executed
simultaneously in multiple counterparts,each of which will be deemed an original,but all of which
will constitute the same instrument.
4.09 Authority. Each Party represents and warrants that it has the full right,power and
authority to execute this Agreement.
[Signatures on the following pages.]
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MANVILLE WATER SUPPLY CORPORATION:
By: s -, ,1 ,1.-
Printed Name:
Title: C l f"7
Qy h-. �
Date:
5
CITY OF ROUND ROCK:
By:
Craig Morgan, Mayor
Date: _
ATTEST:
Meagan Spinks, City Clerk
Approved as to Form:
Stephanie L. Sandre,City Attorney
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