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Contract - The Meadows at Chandler Creek Municipal Utility District - 1/25/2024 i AGREEMENT BETWEEN THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT AND THE CITY OF ROUND ROCK THIS AGREEMENT("Agreement')is entered into and effective as of the date of the last signature to this Agreement (the "Effective Date"), by and between THE MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT,a political subdivision of the State of Texas,organized pursuant to the provisions of Article XVI,Section 59 of the Texas Constitution and Chapters 49 and 54 of the Texas Water Code(the"District')and CITY OF ROUND ROCK, TEXAS, a Texas home-rule municipality located in Williamson County, Texas (the "City"). The District and the City are sometimes referred to individually as"Party" or collectively as"Parties." RECITALS A. The City provides retail wastewater service to customers located within the District pursuant to the Agreement and Utility Construction Contract between the District and the City first entered May 10, 1984 and amended in 1986 and 1991. B. The City also provides wastewater services to property within its corporate boundaries located on the South and West of the District(the "Properties"); C. The City and the District agree that the most efficient and cost effective manner for the City to continue providing the Properties with wastewater collection service is through an upsized 10" wastewater line (the "Wastewater Line") located within the District. The Wastewater Line being upsized is shown on Exhibit A, attached hereto and incorporated herein; D. The City and the District agree that the City is responsible for and shall cover all costs related to upsizing the Wastewater Line. E. The Parties desire to enter into this Agreement to set forth the terms and conditions on which the City will upsize the Wastewater Line to provide wastewater service to the Properties. AGREEMENT For and in consideration of the mutual promises, covenants, obligations and benefits of this Agreement, the District and the City contract and agree as follows: Section 1. Recitals. The above and foregoing recitals are incorporated herein by reference. Section 2. Upsize and Replacement of Existing Wastewater Line. A. Subject to the terms and conditions of this Agreement, the City will replace and upsize the Wastewater Line at no cost to the District. B. Billing. The customers who receive service from the City under this Agreement will be direct City wastewater customers for all purposes and will be subject to all applicable policies and ordinances of the City. The City will collect all applicable impact fees, if any, and will generate wastewater billings for the services provided (Z-2.07-1-00' to the customers within the Properties and will be solely responsible for collecting its billings from such customers. Section 3. Default by Either Party. In the event of default by a Party, the non-defaulting Party must give to the defaulting party written notice of such default specifying the failure or default relied upon. If the defaulting Party fails to fully cure the default specified in such notice within thirty days after receipt of such notice, the non-defaulting Party shall have the right to terminate this Agreement as of the date of the event of the default, and to thereafter pursue all other legal or equitable remedies.The non-defaulting party may employ attorneys to pursue its legal rights and if it prevails before any court or agency of competent jurisdiction, the defaulting Party shall be obligated to pay all expenses incurred by the non-defaulting Party, including reasonable attorney's fees. In addition to all other remedies available to the District, the District shall have the right to disconnect the City from the District's system following 30 days written notice and terminate this Agreement if, for any reason, the City violates any provision of this Agreement. Section 4. Severability. The provisions of this Agreement are severable,and if any provision or part of this Agreement or the application thereof to any person or circumstance shall ever be 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 provision or part of this Agreement to other persons or circumstances shall not be affected thereby. Section 5. Modification. This Agreement shall be subject to change or modification only by a mutually agreed-to written document, executed by both Parties. Section 6. Assignability. This Agreement shall not be assignable by the City without the prior written consent of the Board of Directors of the District, which consent shall not be unreasonably withheld. Section 7. Payment from Current Revenues. Any payments required to be made by any governmental entity under this Agreement will be payable from current revenues or other funds lawfully available for such purpose. Section 8. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising under this Agreement is in Williamson County, Texas. Section 9. Parties at Interest. This Agreement shall be for the sole and exclusive benefit of the Parties hereto and shall never be construed to confer any benefit to any third party. Section 10. Waiver. Each Party may specifically,but only in writing,waive any breach of this Agreement by the other Party, but no such waiver shall be deemed to constitute a waiver of similar or other breaches by such other Party. Section 11. Notices. All notices to the District shall be in writing via e-mail and sent by Certified Mail,Return Receipt Requested, addressed to: 2 Lecelle Clarke Holland& Knight LLP 98 San Jacinto Boulevard, Suite 1900 Austin, Texas 78701 lecelle.clarke@hklaw.com Steven Minor Gray Engineering, Inc. 8834 N. Capital of Texas Highway, Suite 140 Austin, Texas 78759 sminor@grayengineeringinc.com All notices to the City shall be in writing via e-mail and sent by Certified Mail, Return Receipt Requested, addressed to: Laurie Hadley, City Manager City of Round Rock 221 E. Main St. Round Rock, Texas 78664 Email: madams@roundrocktexas.gov; lhadley@roundrocktexas.gov Any party may change its address by giving written notice of such change to the other party. Section 12. Entire Agreement. This Agreement is the entire agreement of the Parties and supersedes all prior or contemporaneous understandings or presentations whether oral or written regarding the subject matter of this Agreement. Section 13. Effective Date. The Effective Date of this Agreement is the date set out below,and the date of the latest signature. Section 14. Interpretation. Each party to this Agreement has fully participated in the negotiation, formulation, drafting, and approval of this Agreement. Therefore, if there is any ambiguity, the provisions of this Agreement will not be construed for or against any particular party to this Agreement by reason of authorship. Section 15. Force Maieure. The Parties shall be relieved of their obligations hereunder in the event and to the extent that performance hereunder is delayed or prevented by any cause beyond its control and not caused by either Party claiming relief hereunder, including,without limitation, acts of God, public enemies, war, insurrection, acts or orders of governmental authorities, fire, flood, explosion, pandemic, epidemic, health disaster, economic disaster, environmental disaster, or the recovery from such cause ("Force Majeure"). The Parties agree to make all reasonable efforts to mitigate the delays and damages of Force Majeure. Section 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising out of this Agreement will lie in Williamson County, Texas. 3 IN WITNESS WHEREOF,the President of the District has executed and the Secretary of the District has attested this instrument on behalf of said District pursuant to an Order passed and approved by the Board of Directors of said District; and the Mayor of Round Rock has executed this instrument on behalf of said City pursuant to a Resolution passed and approved by the City Council. The Effective Date of this Agreement is �a l , 20_2,LA. [SIGNATURES ON FOLLOWING PAGE] 4 MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT By: President, oard of Direct; ATTEST: Secretary, Board of Directors CITY OF ROU 4EXAS By:_ Craig Mo ATTEST: O�X-Xjv /i.0 ��— City ecretary 5 EXHIBIT A b TIGER TRAIL EXISTING WASTEWATER MANHOLE'B' 'rte 'EXISTING(12,) WASTEWATER LINE EXISTING 8'WASTEWATER MAIN TO BE MODIFIED VIA SINGLE(10') UPSIZE PIPE BURST REPLACEMENT HONEYSUCKLE LN. �,"�.. .. EXISTING(8')- S EXISTING WASTEWATER WASTEWATER LINE MAIN TMANHOLE-A- EXISTING(8') WASTEWATER LINE MAIN Q ui O C0 W m �..,C- to the customers within the Properties and will be solely responsible for collecting its billings from such customers. Section 3. Default by Either Party. In the event of default by a Party, the non-defaulting Party must give to the defaulting party written notice of such default specifying the failure or default relied upon. If the defaulting Party fails to fully cure the default specified in such notice within thirty days after receipt of such notice,the non-defaulting Party shall have the right to terminate this Agreement as of the date of the event of the default, and to thereafter pursue all other legal or equitable remedies.The non-defaulting party may employ attorneys to pursue its legal rights and if it prevails before any court or agency of competent jurisdiction, the defaulting Party shall be obligated to pay all expenses incurred by the non-defaulting Party, including reasonable attorney's fees. In addition to all other remedies available to the District, the District shall have the right to disconnect the City from the District's system following 30 days written notice and terminate this Agreement if, for any reason, the City violates any provision of this Agreement. Section 4. Severability. The provisions of this Agreement are severable,and if any provision or part of this Agreement or the application thereof to any person or circumstance shall ever be 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 provision or part of this Agreement to other persons or circumstances shall not be affected thereby. Section 5. Modification. This Agreement shall be subject to change or modification only by a mutually agreed-to written document,executed by both Parties. Section 6. Assignability. This Agreement shall not be assignable by the City without the prior written consent of the Board of Directors of the District, which consent shall not be unreasonably withheld. Section 7. Payment from Current Revenues. Any payments required to be made by any governmental entity under this Agreement will be payable from current revenues or other funds lawfully available for such purpose. Section 8. Applicable Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising under this Agreement is in Williamson County,Texas. Section 9. Parties at Interest. This Agreement shall be for the sole and exclusive benefit of the Parties hereto and shall never be construed to confer any benefit to any third party. Section 10. Waiver.Each Party may specifically,but only in writing,waive any breach of this Agreement by the other Party, but no such waiver shall be deemed to constitute a waiver of similar or other breaches by such other Party. Section 11. Notices. All notices to the District shall be in writing via e-mail and sent by Certified Mail,Return Receipt Requested, addressed to: 2 Lecelle Clarke Holland&Knight LLP 98 San Jacinto Boulevard, Suite 1900 Austin,Texas 78701 lecelle.clarke@hklaw.com Steven Minor Gray Engineering, Inc. 8834 N. Capital of Texas Highway, Suite 140 Austin,Texas 78759 sminor@grayengineeringinc.com All notices to the City shall be in writing via e-mail and sent by Certified Mail, Return Receipt Requested,addressed to: Laurie Hadley, City Manager City of Round Rock 221 E.Main St. Round Rock, Texas 78664 Email: madams@roundrocktexas.gov; lhadley@roundrocktexas.gov Any party may change its address by giving written notice of such change to the other party. Section 12. Entire Agreement. This Agreement is the entire agreement of the Parties and supersedes all prior or contemporaneous understandings or presentations whether oral or written regarding the subject matter of this Agreement. Section 13. Effective Date.The Effective Date of this Agreement is the date set out below,and the date of the latest signature. Section 14. Interpretation. Each party to this Agreement has fully participated in the negotiation, formulation, drafting, and approval of this Agreement. Therefore, if there is any ambiguity,the provisions of this Agreement will not be construed for or against any particular party to this Agreement by reason of authorship. Section 15. Force Maieure. The Parties shall be relieved of their obligations hereunder in the event and to the extent that performance hereunder is delayed or prevented by any cause beyond its control and not caused by either Party claiming relief hereunder,including,without limitation, acts of God, public enemies, war, insurrection, acts or orders of governmental authorities, fire, flood, explosion, pandemic, epidemic, health disaster, economic disaster, environmental disaster, or the recovery from such cause("Force Majeure"). The Parties agree to make all reasonable efforts to mitigate the delays and damages of Force Majeure. Section 16. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any action arising out of this Agreement will lie in Williamson County,Texas. 3 IN WITNESS WHEREOF,the President of the District has executed and the Secretary of the District has attested this instrument on behalf of said District pursuant to an Order passed and approved by the Board of Directors of said District; and the Mayor of Round Rock has executed this instrument on behalf of said City pursuant to a Resolution passed and approved by the City Council. The Effective Date of this Agreement is ,20 [SIGNATURES ON FOLLOWING PAGE] 4 MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT By: President,Board of Directors ATTEST: Secretary, Board of Directors CITY OF ROUND ROCK, T XAS By: Craig dorgan,r or ATTEST: Q City ecretary 5 EXHIBIT A a _I TIGER TRAIL ;EXISTING WASTEWATER MANHOLE-8- 'EXISTING(12") WASTEWATER LINE EXISTING 8"WASTEWATER MAIN TO BE MODIFIED VIA SINGLE(10") UPSIZE PIPE BURST REPLACEMENT HONEYSUCKLE LN. IS °� EXISTING(8')' � EXISTING WASTEWATER WASTEWATER LINE MAIN NN MANHOLE'A' EXISTING(8") L.1. F WASTEWATER LINE MAIN Q LANTANA ~ W ;:�AND_ER z 'F-K z O m THF VIL-AS ui AT CHANDLER m CRFE� ��--