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R-00-04-27-12D10 - 4/27/2000NEWLAND TEXAS P.D. Box 1268 Round Rock Texas 78680 -1268 512-244.6667 Fax 512-244.6875 NEWLAND COMMUNITIES May 26, 2000 Bob Bennett City Manager 221 East Main Street Round Rock, TX 78664 Re: Interlocal Agreement Regarding Oversizing Of Water Main Dear Bob, Via: Hand Delivery RECEIVED MAV 2 5 2000 Transmitted herewith is one fully executed original of the " Interlocal Agreement Regarding Oversizing Of Water Main" approved by the City Council on April 27, 2000. I am informed that process of acquiring the easements for construction of the 36" water main is still in the early phase. This agreement will have to be amended in the future to reflect the appropriate cost sharing after the total expense of acquiring the requested easements is known. Thanks for your help and call if you have any questions. Sincerely, Newland . unities ames Powell Vice - President, Texas Division Cc: Jim Boone — Vinson & Elkins (w/ one original executed document) Sue Littlefield — Armbrust & Brown (w/ copy of executed document) JO LAND, City Secretary K : \WP0OCS \RESOLUTI \R004270.10/ec RESOLUTION NO. R- 00- 04- 27 -12D10 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 Regarding Oversizing of Water Main with Williamson County Municipal Utility District No. 10 for the construction and oversizing of a water transmission main, 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 said Agreement, a copy of same being attached hereto 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, and the Act. RESOLVED this 27th day of Apri 00. 11 ROBERT A. STLUKA, / /, Mayor ATTEST: „ City of Round Rock, Texas THE STATE OF TEXAS COUNTY OF WILLIAMSON 78468.5/042600 INTERLOCAL AGREEMENT REGARDING OVERSIZING OF WATER MAIN 1 KNOW ALL BY THESE PRESENTS: THIS AGREEMENT is entered into between the City of Round Rock, Texas, a Texas home rule city (the "City "); Williamson County Municipal Utility District No. 10 (the "District "), a conservation and reclamation district created and operating under the provisions of Article XVI, Sec. 59 of the Texas Constitution and Chapters 49 and 54, Texas Water Code; and, for purposes of evidencing its joinder and consent to the provisions hereof, NNP Teravista, L.P. ( "Newland "), a Texas limited partnership, formerly known as Newland -Round Rock Associates, L.P. WHEREAS, the District is in the process of constructing a water transmission main to extend the water utility system of the City (the "Main "), as contemplated by the Development Agreement between the City and Newland dated September 10, 1998 (the "Development Agreement "); and WHEREAS, Newland is financing the costs of the Main in accordance with the Financing Agreement for the Construction of Facilities between the District and Newland dated November 5, 1999 (the "Financing Agreement "); and WHEREAS, the City has requested that the Main be oversized, and constructed as a 36 -inch line, rather than as a 30 -inch line as contemplated by the Development Agreement, in order to provide the City with additional capacity to serve other development within the City's water utility service area, has requested that the Main be relocated to allow construction by the City of a future, parallel water main and to locate the Main outside of future road right -of -way, and also requested the addition of certain valves, wyes and other items to accommodate the City's plans for the future water storage tank connection to the Main (the "Extras "); and WHEREAS, the City is willing to pay the cost of oversizing the Main as a 36 -inch water line, the costs of the additional easement area and the costs of the Extras; and WHEREAS, the City, the District and Newland wish to enter into this Agreement to document their agreement regarding construction and oversizing of the Main, and their respective obligations for the costs associated therewith; 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. DESIGN AND EASEMENTS 1.01 Construction of Main. The parties agree that the Main will be constructed in the location shown on Exhibit A as a 36 -inch main, in accordance with plans and specifications approved by the City. The parties acknowledge that, in addition to the oversizing of the Main, the City has requested the Extras, which are not needed by the District, but have been requested by the City to accommodate its plans for a future water storage tank connection. 1.02 Easements. The Main will be constructed within public rights -of -way or easements dedicated to the City and/or the District. If the easements are acquired in the name of the District, the easements will be assigned to the City upon dedication of the Main to the City for ownership, operation and maintenance. The parties acknowledge that the City's request for relocation of the Main to accommodate the future construction of a parallel water main by the City and to locate the Main outside of future road right -of -way will require additional easement area, as set forth on Exhibit B. The City agrees to reimburse Newland for the cost of this additional easement area within 60 days of presentation by Newland to the City of documentation confirming the easement acquired and the cost of the easement, and the amount of additional easement area included in the acquisition, as shown on Exhibit B. 1.03 Redesign of Main. The parties acknowledge that, as the design work for the Main as a 30 -inch line had been completed prior to the City's request for oversizing and relocation, the redesign of the Main as a 36 -inch line, the relocation of the Main and the addition of the Extras will require the payment of additional engineering, design and permitting expenses. The City agrees to pay, within 60 days of presentation to the City, all reasonable expenses associated with the redesign of the Main as a 36 -inch line, the relocation of the Main, and the addition of the Extras requested by the City. Each invoice related to the redesign that is submitted for reimbursement must specifically identify the work done and state that it was associated with the redesign of the Main as a 36 -inch line, the relocation of the Main or the addition of the Extras requested by the City. 2.01 Bidding of Main. The District will advertise for bids for the Main in accordance with all legal requirements applicable to municipal utility districts. The District will bid the construction of the Main as a 36 -inch line, with the Extras requested by the City and, alternatively, as a 30 -inch line as originally designed. 2.02 Award of Contract.. The District will award the contract for the construction of the Main to the lowest responsible bidder. A copy of the bid tabulation and the construction contract for the Main will be provided to the City. 78468 5/042600 II. BIDDING AND CONSTRUCTION 2 2.03 Costs of Construction. Newland, on behalf of the District, agrees to advance the costs of construction of the Main. The costs of the Main will be shared by Newland and the City in accordance with the formula contained in the cost comparison attached as Exhibit C. The City will reimburse Newland for the cost of oversizing the Main from a 20 -inch to a 30 -inch line in accordance with the Development Agreement. The City will reimburse Newland for the cost associated with oversizing the Main from a 30 -inch line to a 36 -inch line in accordance with this Agreement. The City agrees to pay a prorata share of each pay estimate received by Newland for the construction of the Main within 60 days of presentation of the pay estimate or invoice by Newland. The City's prorata share will be determined in accordance with Exhibit C. Dedication of Main to the City; Reservation of Capacity. Upon completion of the Main and the City's reimbursement of Newland as provided in this Agreement, the Main will be dedicated to, and will be owned, operated and maintained by, the City, subject to: (i) the reservation of capacity in the Main on behalf of the District, Williamson County Municipal Utility District No. 11 ( "District No. 11") and the business park within the Teravista development to serve all development within Teravista in accordance with the approved Concept Plan incorporated into the Development Agreement, as amended from time to time; and (ii) Newland's right to reimbursement from the District and District No. 11 for certain of its costs of designing and constructing the Main and obtaining the related easements. The District will have the right to allocate this reserved capacity between itself, District No. 11 and the business park within Teravista. 78468.5/042600 III. COMPLETION OF MAIN; RESERVATION OF CAPACITY IV. GENERAL PROVISIONS 4.01 Authority. This Agreement is made under the authority conferred in V.T.C.A. Local Government Code, Section 402.001 and V.T.C.A. Water Code, Section 54.218. 4.02 Term. This Agreement will be effective from the date of due execution hereof by the authorized representative for all parties for a period of 5 years from the date of this Agreement. 4.03 Severability. If any word, phrase, clause, sentence, paragraph, section or other portion 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 thereby and this Agreement will be construed as if the invalid portion had never been contained herein. The provisions of this Agreement are expressly deemed severable for this purpose. 4.04 Payments from Current Revenues. Any payments required to be made by a governmental entity hereunder will be payable from current revenues or other funds lawfully available for such purpose. 3 4.05 Cooperation. The parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.06 Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter and supersedes all prior or contemporaneous understandings or representations, whether oral or written, respecting the subject matter. To the extent of any conflict between this Agreement and the Development Agreement with regard to the Main, this Agreement will control; however, this Agreement does not affect any other provisions of the Development Agreement, and the remaining provisions of the Development Agreement which are not in conflict with this Agreement will continue to apply. 4.07 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the District and the City. An amendment will not require the joinder of the Newland; however, the rights and obligations of the Newland under this Agreement may not be amended without the Newland's written consent. 4.08 Effect of Force Majeure. If any party is rendered unable by force majeure to carry out any of its obligations under this Agreement, whether in whole or in part, then the obligations of that party, to the extent affected by the force majeure, will be suspended during the continuance of the inability; provided, however, that due diligence is exercised to resume performance at the earliest practicable time. As soon as reasonably possible after the occurrence of the force majeure relied upon to suspend performance, the party whose contractual obligations are affected must give notice and the full particulars of the force majeure to the other party. The cause, as far as possible, will be remedied with all reasonable diligence. The term "force majeure" includes acts of God, strikes, lockouts or other industrial disturbances, criminal conduct or sabotage, acts of the public enemy, orders of the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and civil disturbances, explosions, breakage, or accidents to equipment, pipelines, or canals, partial or complete failure of water supply or wastewater systems, and any other inabilities of either party, whether similar to those enumerated or otherwise, that are not within the control of the party claiming the inability and that could not have been avoided by the exercise of due diligence. The settlement of strikes, lockouts and other industrial or labor disturbances will be entirely within the discretion of the party having the difficulty and the requirement that any force majeure be remedied with all reasonable dispatch will not require the settlement of strikes, lockouts or other industrial or labor disturbances by acceding to the demands of the opposing party if the settlement is unfavorable to it, in the judgment of the party having the difficulty. 4.09 Assignment. The rights and obligations of Newland arising under this Agreement will only be assignable if (i) the assignee assumes all of the obligations of Newland hereunder in writing, and (ii) written notice of the assignment, together with a fully executed copy of the written assignment and assumption document, is furnished to the City and the District. 78468.5/042600 4 78468.51042600 4.10 Applicable Law. This Agreement will be construed in accordance with Texas law. 4.11 Venue. Venue for any action arising hereunder will be in Williamson County, Texas. 4.12 Notices. Notices to be provided hereunder will 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: DISTRICT: CITY OF ROUND ROCK: 221 East Main Round Rock, Texas 78664 Attn: Jim Nuse NEWLAND: 4.13 Exhibits. The following exhibits are attached to this Agreement and incorporated herein by reference: Exhibit A - Exhibit B - Exhibit C - Location of Main Easement Area Associated with Relocation Cost Comparison; Formula for Cost Sharing 4.14 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. Each party represents and warrants that it has the full right, power and authority to execute this Agreement. 4.15 Effective Date. This Agreement will be effective from and after the date of due execution hereof by all parties. 5 c/o Vinson & Elkins, L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002 -6760 Attn: Jim Boone P. 0. Box 1268 Round Rock, Texas 78660 -1268 Attn: Jim Powell ATTEST: THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS INSTRUMENT was acknowledged before me on this of /d y of 2000, by ,e0i4er 57211E4 ) JC • , as 01 /4 ylp,✓ , of the C of Round Rock, a Texas municipal corporation, on behalf of said municipal corporation. al CHRISTINE R. MARTINEZ MY COMMISSION EXPIRES August 5, 2001 78460.5/042600 6 CITY OF ROUND ROCK: Notary Public, State of Texas £N&57',V6 £. frAe1 /A/a Printed/Typed Name of Notary My Commission Expires: X-.S-O/ ATTEST: WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 10: Board Secretary THE STATE OF TEXAS COUNTY OF By: Name: Title: Date: THIS INSTRUMENT was acknowledged before me on this _ day of 2000, by , President of the Board of Directors of Williamson County Municipal Utility District No. 10, a conservation and reclamation district of the State of Texas, on behalf of said district. 78468.5/042600 7 Notary Public, State of Texas NNP - Teravista, LP, a Texas limited partnership, joins in this Agreement for purposes of expressing its joinder and consent to this Agreement. STATE OF TEXAS COUNTY OF TRAVIS 78468.5/042600 JOINDER AND CONSENT NNP - TERAVISTA, LP, a Texas limited partnership By: NNP -TV Communities, LP, a Texas limited partnership, its General Partner By: NNP -TV Management, LLC, a Delaware limited liability company, its General Partner By: Name: Title: By: Name: Title: THIS INSTRUMENT was acknowledged before me the day of 2000, by , pofNNP-TV Management, LLC, a Delaware limited liability company, General Partner ofNNP -TV Communities, LP, a Texas limited partnership, General Partner of NNP- Teravista, LP, a Texas limited partnership, on behalf of the company and partnerships. 8 Notary Public, State of Texas Printed/Typed Name of Notary My Commission Expires: STATE OF TEXAS COUNTY OF TRAVIS § § THIS INSTRUMENT was acknowledged before me the day of 2000, by , ,ofNNP -TV Management, LLC, a Delaware limited liability company, General Partner ofNNP -TV Communities, LP, a Texas limited partnership, General Partner ofNNP- Teravista, LP, a Texas limited partnership, on behalf of the company and partnerships. 78468 5/042600 9 Notary Public, State of Texas Printed/Typed Name of Notary My Commission Expires: 0 r r 0 0 CHANDLER RD Costte Raeo ofMhJ Cat of Acquire Total blue Requested Easement Easement Total Cost (Min. Bret.) 0.74 0.34 010 007 100 100 000 152 WATER TRANSMISSION MAIN EXHIBIT B PROPOSED WATERLINE EASEMENTS Turner Collie OBiaden Inc ENGINEERS *PLANNERS* PROJECT MANAGERS Scale N.T.S. I Job No. 22 27636 - 068 I Gate APRIL 6, 00 Minima Easement Ares 001t•dh) 0.672 0.092 01]2 1710 0.100 0.114 0A05 2253 M EASEMENT L EASEMENT 2 Easements Easement Area (acres) 2.28 4.43 No. of Property Owners 7 (Sanderson (2 Lots), Falter, Park Central (3 Lob). Armstrong) 7 ( Benderson (2 Lots), Fetter, Park Central (3 Lots). Armstrong) Easement Acquisition Cost Not Available From Exhibit B Not Available From Exhibit 13 Landowner Compensation Consulting & Permit Fees, 5% Contingency $ 306,800.00 $ 422,500.00 Construction Costs based on Contractors' Unit Prices Southwest Alignment Length 00 482 721 1,452 1,027 641 4,236 6,074 Total Length = 14,633 Total: $ 1,789,000.00 $ 2,471,000.00 USED CAPACITY CORR Prorata Cost Share: 11 $ 1,158,200.00 II $ 1,912,200.00 Newland Prorate Cost Share (MUD Bondable Amount): 11 $ 630,800.00 558,800.00 STANDARD REIMBURSEMENT CORR Std. Oversize Reimbursement (3): II $ 411,600.00 II $ 678,800.00 Newland Cost after Bonding: $ 746,600.00 II $ 1,233,400.00 (1) Newland Prorata Share Used' CORR Demand = 10,100 GPM Newland Demand at Node 44 = 4.026 GPM, 4,626 gpM10,100gpm =46 %. 4.626 GPM 1 10.100 GPM x (Area 30' used / Area 36' used) = 32% 'Newland Water Demands are based on TCB Water model dated 921/98. (2) Cost per inch per linear (not = Total Estmated Cast (Ind. Fees) / Pipe Diameter/ Pipe Section Length (from Barton Hill EST to Intersection of Chandler Road and Teavista Club Blvd) (3) CORR Standard Reimbursement = (Dev Agrmt Da - Teravisa Only Dia ) 9 Pipe Length x 62.60 EXHIBIT C CORRNVCMUD No. 10 WATER TRANSMISSION MAIN COST COMPARISON L ILds12763610611Cost Esbnates)CORR -WCMUD No. 10 36030 )nth Watedmexl Tab Bids Page 1 of 1 Dev. Agreement (304nch dia.) Diameter (in) OPCC (w /out contingency) 20 $ 123,451.76 20 $ 97,238 99 24 $ 130,925.08 30 $ 144,910.18 30 $ 80,659.48 30 $ 347,580.27 30 $ 557,422.30 S 1.482,200.00 City Requested Upslze (36 -Inch dia.) Diameter (in) OPCC (w /out contingency) 24 $ 130,138.55 36 $ 218,493.70 36 $ 255,246.83 36 $ 180,428 51 36 $ 99,807 38 36 $ 450,737 30 36 $ 713,618.20 $ 2,048,500.00 City-Agreement', Total Cost Less Bondable Amount Less Newland Cost Total City Cost Percentage of Total Less City Std. Oversize Reimbursement Additional City Commitment $ 2,471,000.00 $ (558,800 00) $ (746.600.00) $ 1,165.600.00 47 2% $ (678,800.00) $ 486,800.00 EXHIBIT C 4/26/00 10:01 AM DATE: April 21, 2000 SUBJECT: City Council Meeting — April 27, 2000 ITEM: 12.D.10. Consider a resolution authorizing the Mayor to execute an interlocal agreement with Williamson County Municipal Utility District No. 10 for oversize of a water transmission line. Staff Resource Person: Jim Nuse, Public Works Director. THE STATE OF TEXAS COUNTY OF WILLIAMSON INTERLOCAL AGREEMENT REGARDING OVERSIZING OF WATER MAIN KNOW ALL BY THESE PRESENTS: THIS AGREEMENT is entered into between the City of Round Rock, Texas, a Texas home rule city (the "City"); Williamson County Municipal Utility District No. 10 (the "District "), a conservation and reclamation district created and operating under the provisions of Article XVI, Sec. 59 of the Texas Constitution and Chapters 49 and 54, Texas Water Code; and, for purposes of evidencing its joinder and consent to the provisions hereof, NNP Teravista, L.P. ( "Newland "), a Texas limited partnership, formerly known as Newland -Round Rock Associates, L.P. WHEREAS, the District is in the process of constructing a water transmission main to extend the water utility system of the City (the "Main "), as contemplated by the Development Agreement between the City and Newland dated September 10, 1998 (the "Development Agreement "); and WHEREAS, Newland is financing the costs of the Main in accordance with the Financing Agreement for the Construction of Facilities between the District and Newland dated November 5, 1999 (the "Financing Agreement "); and WHEREAS, the City has requested that the Main be oversized, and constructed as a 36 -inch line, rather than as a 30 -inch line as contemplated by the Development Agreement, in order to provide the City with additional capacity to serve other development within the City's water utility service area, has requested that the Main be relocated to allow construction by the City of a future, parallel water main and to locate the Main outside of future road right -of -way, and also requested the addition of certain valves, wyes and other items to accommodate the City's plans for the future water storage tank connection to the Main (the "Extras "); and WHEREAS, the City is willing to pay the cost of oversizing the Main as a 36 -inch water line, the costs of the additional easement area and the costs of the Extras; and WHEREAS, the City, the District and Newland wish to enter into this Agreement to document their agreement regarding construction and oversizing of the Main, and their respective obligations for the costs associated therewith; 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: 78468 5/042600 1 I. DESIGN AND EASEMENTS 1.01 Construction of Main. The parties agree that the Main will be constructed in the location shown on Exhibit A as a 36 -inch main, in accordance with plans and specifications approved by the City. The parties acknowledge that, in addition to the oversizing of the Main, the City has requested the Extras, which are not needed by the District, but have been requested by the City to accommodate its plans for a future water storage tank connection. 1.02 Easements. The Main will be constructed within public rights -of -way or easements dedicated to the City and/or the District. If the easements are acquired in the name of the District, the easements will be assigned to the City upon dedication of the Main to the City for ownership, operation and maintenance. The parties acknowledge that the City's request for relocation of the Main to accommodate the future construction of a parallel water main by the City and to locate the Main outside of future road right - of - way will require additional easement area, as set forth on Exhibit B. The City agrees to reimburse Newland for the cost of this additional easement area within 60 days of presentation by Newland to the City of documentation confirming the easement acquired and the cost of the easement, and the amount of additional easement area included in the acquisition, as shown on Exhibit B. 1.03 Redesign of Main. The parties acknowledge that, as the design work for the Main as a 30 -inch line had been completed prior to the City's request for oversizing and relocation, the redesign of the Main as a 36 -inch line, the relocation of the Main and the addition of the Extras will require the payment of additional engineering, design and permitting expenses. The City agrees to pay, within 60 days of presentation to the City, all reasonable expenses associated with the redesign of the Main as a 36 -inch line, the relocation of the Main, and the addition of the Extras requested by the City. Each invoice related to the redesign that is submitted for reimbursement must specifically identify the work done and state that it was associated with the redesign of the Main as a 36 -inch line, the relocation of the Main or the addition of the Extras requested by the City. 2.01 Bidding of Main. The District will advertise for bids for the Main in accordance with all legal requirements applicable to municipal utility districts. The District will bid the construction of the Main as a 36 -inch line, with the Extras requested by the City and, alternatively, as a 30 -inch line as originally designed. 2.02 Award of Contract.. The District will award the contract for the construction of the Main to the lowest responsible bidder. A copy of the bid tabulation and the construction contract for the Main will be provided to the City. 78468 5/042600 II. BIDDING AND CONSTRUCTION 2 2.03 Costs of Construction. Newland, on behalf of the District, agrees to advance the costs of construction of the Main. The costs of the Main will be shared by Newland and the City in accordance with the formula contained in the cost comparison attached as Exhibit C. The City will reimburse Newland for the cost of oversizing the Main from a 20 -inch to a 30 -inch line in accordance with the Development Agreement. The City will reimburse Newland for the cost associated with oversizing the Main from a 30 -inch line to a 36 -inch line in accordance with this Agreement. The City agrees to pay a prorata share of each pay estimate received by Newland for the construction of the Main within 60 days of presentation of the pay estimate or invoice by Newland. The City's prorata share will be determined in accordance with Exhibit C. III. COMPLETION OF MAIN; RESERVATION OF CAPACITY Dedication of Main to the City; Reservation of Capacity. Upon completion of the Main and the City's reimbursement of Newland as provided in this Agreement, the Main will be dedicated to, and will be owned, operated and maintained by, the City, subject to: (i) the reservation of capacity in the Main on behalf of the District, Williamson County Municipal Utility District No. 11 ( "District No. 11 ") and the business park within the Teravista development to serve all development within Teravista in accordance with the approved Concept Plan incorporated into the Development Agreement, as amended from time to time; and (ii) Newland's right to reimbursement from the District and District No. 11 for certain of its costs of designing and constructing the Main and obtaining the related easements. The District will have the right to allocate this reserved capacity between itself, District No. 11 and the business park within Teravista. IV. GENERAL PROVISIONS 4.01 Authority. This Agreement is made under the authority conferred in V.T.C.A. Local Government Code, Section 402.001 and V.T.C.A. Water Code, Section 54.218. 4.02 Term. This Agreement will be effective from the date of due execution hereof by the authorized representative for all parties for a period of 5 years from the date of this Agreement. 4.03 Severability. If any word, phrase, clause, sentence, paragraph, section or other portion 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 thereby and this Agreement will be construed as if the invalid portion had never been contained herein. The provisions of this Agreement are expressly deemed severable for this purpose. 4.04 Payments from Current Revenues. Any payments required to be made by a governmental entity hereunder will be payable from current revenues or other funds lawfully available for such purpose. 78468 5/042600 3 4.05 Cooperation. The parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.06 Entire Agreement. This Agreement contains the entire agreement of the parties regarding the subject matter and supersedes all prior or contemporaneous understandings or representations, whether oral or written, respecting the subject matter. To the extent of any conflict between this Agreement and the Development Agreement with regard to the Main, this Agreement will control; however, this Agreement does not affect any other provisions of the Development Agreement, and the remaining provisions of the Development Agreement which are not in conflict with this Agreement will continue to apply. 4.07 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the District and the City. An amendment will not require the joinder of the Newland; however, the rights and obligations of the Newland under this Agreement may not be amended without the Newland's written consent. 4.08 Effect of Force Majeure. If any party is rendered unable by force majeure to carry out any of its obligations under this Agreement, whether in whole or in part, then the obligations of that party, to the extent affected by the force majeure, will be suspended during the continuance of the inability; provided, however, that due diligence is exercised to resume performance at the earliest practicable time. As soon as reasonably possible after the occurrence of the force majeure relied upon to suspend performance, the party whose contractual obligations are affected must give notice and the full particulars of the force majeure to the other party. The cause, as far as possible, will be remedied with all reasonable diligence. The term "force majeure" includes acts of God, strikes, lockouts or other industrial disturbances, criminal conduct or sabotage, acts of the public enemy, orders of the government of the United States or the State of Texas or any civil or military authority, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, hurricanes, storms, floods, washouts, droughts, arrests, restraints of government and civil disturbances, explosions, breakage, or accidents to equipment, pipelines, or canals, partial or complete failure of water supply or wastewater systems, and any other inabilities of either party, whether similar to those enumerated or otherwise, that are not within the control of the party claiming the inability and that could not have been avoided by the exercise of due diligence. The settlement of strikes, lockouts and other industrial or labor disturbances will be entirely within the discretion of the party having the difficulty and the requirement that any force majeure be remedied with all reasonable dispatch will not require the settlement of strikes, lockouts or other industrial or labor disturbances by acceding to the demands of the opposing party if the settlement is unfavorable to it, in the judgment of the party having the difficulty. 4.09 Assignment. The rights and obligations of Newland arising under this Agreement will only be assignable if (i) the assignee assumes all of the obligations of Newland hereunder in writing, and (ii) written notice of the assignment, together with a fully executed copy of the written assignment and assumption document, is furnished to the City and the District. 78468.5/042600 4 4.10 Applicable Law. This Agreement will be construed in accordance with Texas law. 4.11 Venue. Venue for any action arising hereunder will be in Williamson County, Texas. 4.12 Notices. Notices to be provided hereunder will 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: 78468,5/042600 DISTRICT: CITY OF ROUND ROCK: 221 East Main Round Rock, Texas 78664 Attn: Jim Nuse NEWLAND: c/o Vinson & Elkins, L.L.P. 1001 Fannin Street, Suite 2300 Houston, Texas 77002 -6760 Attn: Jim Boone - P. O. Box 1268 Round Rock, Texas 78660 -1268 Attn: Jim Powell 4.13 Exhibits. The following exhibits are attached to this Agreement and incorporated herein by reference: Exhibit A - Location of Main Exhibit B - Easement Area Associated with Relocation Exhibit C - Cost Comparison; Formula for Cost Sharing 4.14 Counterparts. This Agreement may be executed simultaneously in two or more counterparts, each of which will be deemed an original, but all of which will constitute one and the same instrument. Each party represents and warrants that it has the full right, power and authority to execute this Agreement. 4.15 Effective Date. This Agreement will be effective from and after the date of due execution hereof by all parties. 5 ATTEST: THE STATE OF TEXAS COUNTY OF WILLIAMSON CHRISTINE R. MARTINEZ MY COMMISSION EXPIRES August 5, 2001 78468.5/042600 6 CITY OF ROUND ROCK: Tf :( 4 , A / , ,a ante: '066/e r 4. Title: PA tv2) Date: - 0'? -00 Notary Public, State of Texas t/v THIS INSTRUMENT was acknowledged before me on this o�7'day of 2000, by EQREPT STLL,E4 ,Ji2 • , as /Y1RS/pe., , of the C y of Round Rock, a Texas municipal corporation, on behalf of said municipal corporation. a P. 0/&57 UE E. rngEriAiEz Printed/Typed Name of Notary My Commission Expires: S-O/ ATTEST: Vic /5 PRE$ I De THE STATE OF TEXAS COUNTY OF Ann,rinr) 78468 5/042600 7 WILLIAMSON COUNTY MUNICIPAL UTILITY DISTRICT NO. 10: Name: / 2.13arw5 Title: t Aet.asu.f Date: S/ r /o / 1 I THIS INSTRUMENT was acknowledged before me on this 5 1 day of inGt/ 2000, by — Raba.* , President of the Board of Directors of Williamson County Municipal Utility District No. 10, a conservation and reclamation district of the State of Texas, on behalf of said district. Notary Public, State of Texas ^w JANICE STONE MY COMMISSION EMUS November 26. MOO NNP- Teravista, LP, a Texas limited partnership, joins in this Agreement for purposes of expressing its joinder and consent to this Agreement. CmAR 4.1,1 Pq STATE OFTEXAS § A4 biEE,o COUNTY OF TRIMS § IIYGROMAN Commission A 1124962 Notary Pubtc — California f. it San Diego County My Comm. Expires Apr 25. 2001 78468.5/042600 JOINDER AND CONSENT NNP- TERAVISTA, LP, a Texas limited partnership By: NNP -TV Communities, LP, a Texas limited partnership, its General Partner By: NNP -TV Management, LLC, a Delaware limited liability company, its General Partner 8 By: c/ By: Name: DEREK C. THOMAS Title: k b CRETARY l3. 2.c, p._—• Name: 11n1 mug A V0! I F Title: ASSISTANT SECRETARY THIS INSTRUMENT was acknowledged before me the ;hb�ay of ILAM 2000, by 1 4 k. G._(11f}1titcul &La . bptpY - A-. V&t(C. ,ofNNP -TV Management, LLC, aDelaware limited liability company, General Partner ofNNP -TV Communities, LP, a Texas limited partnership, General Partner ofNNP- Teravista, LP, a Texas limited partnership, on behalf of the company and partnerships peics o p - " 1 &peaXat me -`I 1 Notary Pub ate of-Fexas CA-UEaRNP* Printed/Typed Name of Notary My Commission Expires: A2 ;2.g 2.©0 l STATE OF TEXAS COUNTY OF TRAVIS § § THIS INSTRUMENT was acknowledged before me the day of 2000, by , ,ofNNP -TV Management, LLC, a Delaware limited liability company, General Partner ofNNP -TV Communities, LP, a Texas limited partnership, General Partner of NNP- Teravista, LP, a Texas limited partnership, on behalf of the company and partnerships. 78468 5/042600 9 Notary Public, State of Texas Printed/Typed Name of Notary My Commission Expires: CHANDLER RD ti NT T Cast!. Ratlo of Ed Cost of Acquln Total VA's Rgwnhd Easement Ficensnt Total COP (11n. Ent) 0.34 034 071 0.93 120 120 0.e0 152 WATER TRANSMISSION MAIN EXHIBIT B PROPOSED WATERLINE EASEMENTS TumerCollieC 'Braden Inc. ENGINEERS • PLANNERS • PROJECT MANAGERS Scala N.T.S. 1 Jon No. 22 1 oot• APRIL 6, 00 Easement (204 wide) 0.072 0.092 0272 0.710 0.100 0.111 0420 2213 EASEME —ASEM Easements Easement Area (acres) 2.28 4.43 No of Property Owners 7 (Benderson (2 Lots), Feller, Park Central (3 Lots). Armstrong) 7 (Benderson (2 Lots). Felter, Park Central (3 Lots). Armstrong) Easement Acquisition Cost Not Available From Exhibit B Not Available From Exhibit 8 Landowner Compensation - Consulting & Permit Fees, 5% Contingency $ 306,800.00 $ 422,500.00 Construction Costs based on Contractors' Unit Prices Southwest Alignment Length (ll) 482 721 1,452 1,027 641 4,236 6,074 Total Length = 14,633 Total: $ 1,789,000.00 $ 2,471,000.00 USED CAPACITY CORR Prorata Cost Share: 11 $ 1,158,200.00 II $ 1,912,200.00 Newland Prorata Cost Share (MUD Bondable Amount): 11 $ 630,800.00 II $ 558,800.00 STANDARD REIMBURSEMENT CORR Std. Oversize Reimbursement (3): 11 $ 411,600.0011 678,800.00 Newland Cost after Bonding: $ 746,600.0011 1,233,400.00 (1) Newland Prorata Share Used' CORR Demand = 10.100 GPM Newland Demand at Node 44 =4,626 GPM, 4,626 gpm/10,100gpm=46 %. 4,626 GPM / 10,100 GPM x (Area 30" used / Area 36' used) = 32 %. 'Newland Water Demands are based on TCa Water Model dated 9121/96 (2) Cost per Inch per Meer foot = Total Estimated Cost (mc) Fees)/ Pipe Diameter/ Pipe Section Length (from Barton 0/1 EST to Intersection of Chandler Road and Teravista Club Blvd) (3) CORR Standard Reimbursement= (Dev Agmd DIa - Teravista Only Dia) x Pipe Length x $260 EXHIBIT C CORR/WCMUD No. 10 WATER TRANSMISSION MAIN COST COMPARISON L7Ldsl2763610611Cost ESbmalesICORR- WCMUD No 10 36830 inch Watedmexls Tab Blds Page 1 of 1 Dev. Agreement (30 -Inch dia.) Diameter OPCC (w /out (in) contingency) 20 $ 123,451.76 20 $ 97,238 99 24 $ 130,92508 30 $ 144,910.18 30 S 80,659.48 30 S 347,580.27 30 S 557,422.30 $ 1,482,200.00 City Requested Upsize (36 4nch dia.) Diameter (in) OPCC (w/out contingency) 24 $ 130,138.55 36 $ 218,493 70 36 $ 255.246.83 36 $ 180,428 51 36 $ 99,807 38 36 $ 450,737.30 36 $ 713,618.20 $ 2,048,500.00 City Agreement Total Cost Less Bondable Amount Less Newland Cost Total City Cost Percentage of Total Less City Std. Oversize Reimbursement Additional City Commitment $ 2,471,000.00 $ (558,800.00) $ (746,600 00) $ 1,165,600.00 47.2% $ (678,800 00) $ 486,800.00 EXHIBIT C 4/26 00 10:01 AM SUE BROOKS LITTLEFIELD (512) 435-2307 slittlefield@abrilaw.com VIA HAND DELIVERY Stephan Sheets Brown McCarroll Sheets & Crossfield 309 E. Main Street Round Rock, Texas 78664 -5264 Dear Steve: 80445.1/042600 RE: Interlocal Agreement ARMBRUST BROWN & DAVIS, L.L.P. ATTORNEYS AND COUNSELORS 100 CONGRESS AVENUE. SUITE 1300 AUSTIN, TEXAS 26201.4062 (512) 435.2300 TELECOPIER 1512) 635.2360 April 26, 2000 1" '1 %'KCun Enclosed per our discussion are three execution copies of the Interlocal Agreement for execution by the appropriate representative of the City of Round Rock. We understand that you expect this to be approved at tonight's meeting without discussion. Please return all originals to me and I will coordinate execution by the District and Newland. If you have any questions, please feel free to contact me. Sincerely, ARMBRUST BROWN & DAVIS, L.L.P. Enclosure cc: Jim Powell Scott Smiley BY: Sue Brooks Littlefield