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R-88-1077 - 1/14/1988WHEREAS, the City of Round Rock and the Manville Water Supply Corporation ( "Manville") both operate and maintain public water supply systems, and WHEREAS, the two systems are virtually adjacent at one or more locations, and WHEREAS, it would be beneficial to both the City and Manville to construct and interconnect between the two systems to allow for the temporary transfer of water from one system to the other in the event of an emergency, and WHEREAS, a Water Contract has been proposed to provide for said interconnect, which Contract the City Council wishes to approve, NOW t 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 Water Contract with Manville, a copy of said Contract being attached hereto and incor herein for all purposes. ATTEST: RESOLVED this 14th day of January, 1988. E LAND, City Secretary C20MANVILLE RESOLUTION NO. /1 MIKE ROBINSON, Mayor City of Round Rock WATER CONTRACT This Contract is made and entered into by and between the City of Round Rock, Texas, a home -rule city and municipal corporation situated in Williamson County, Texas, and the Manville Water Supply Corporation, a water supply corporation situated in Williamson and Travis Counties. RECITALS WHEREAS, City maintains and operates a public water supply system which serves the residents of City as well as a limited number of non - resident customers, and WHEREAS, Manville maintains and operates a public water supply system which serves principally rural customers in Williamson and Travis Counties, and WHEREAS, the two water systems are virtually adjacent to each other at one or more locations, and WHEREAS, it would be beneficial to both City and Manville to construct an interconnect between the two systems to allow for the temporary transfer of water from one system to the other in the event of an emergency, Now Therefore For and in consideration of the premises and the mutual agreements, covenants, and conditions hereinafter set forth, the parties hereto contract and agree as follows, to -wit: 2.01. City and Manville agree to provide for the construction of a connection between their respective water systems at the Point of Connection. The connection shall consist of one valve controlled by City, one valve controlled by Manville, and a four inch (4 ") two -way meter. 2.02. In the event an Emergency occurs affecting Manville's water system, City agrees to sell water to Manville for a period of thirty (30) days or until the Emergency is over, whichever first occurs. In the event Manville wishes to purchase water for more than thirty (30) days, it shall submit a request in writing to the Round Rock City Council, who shall then determine whether or not to honor the request. 2.03. The water to be provided by City as aforesaid shall come from surplus water and the City's obligation to provide said :water is subject to the ability of the City's system to provide for the municipal, domestic, commercial, and industrial needs within City's corporate limits, as well as any other contractual obligation existing as of the date of execution of this contract. Article I Definitions 1.01. "City" means the City of Round Rock, Texas. 1.02. "Manville" means the Manville Water Supply Corporation. 1.03. "Emergency" means an unforeseen equipment or system failure which results in the inability of City or Manville to adequately serve their customers. "Emergency" does not mean an inadequate supply of water due to drought conditions. 1.04. "Point of Connection" means a point where the two systems are connected so that either entity may withdraw water from the other during an emergency. This point is depicted in Exhibit "A" to this contract. T17WTR Article II Provisions For Connection and Water Service 2.04. In the event an Emergency occurs affecting City's water system, Manville agrees to sell water to City for a period of thirty (30) days or until the Emergency is over, whichever first occurs. In the event City wishes to purchase water for more than thirty (30) days, it shall submit a request in writing to the Manville Board of Directors, who shall then determine whether or not to honor the request. 2.05. The water to be provided by Manville as aforesaid shall come from surplus water and Manville's obligation to provide said water is subject to the ability of Manville's system to provide for the needs of its water customers. Article III Rates 3.01. The party withdrawing water agrees to pay to the party providing water at the higher wholesale or bulk rate charged by either party to its own customers. 3.02. The party providing water shall render a monthly bill to the party withdrawing water for water actually withdrawn. 3.03. Payment shall be made to the party providing water not later than the thirtieth (30th) day following the billing date for the water provided during the period covered by the bill. Failure to make a payment when and as specified will terminate all obligations under this contract, at the option of the party entitled to payment. Article IV Miscellaneous 4.01. Force Maieure. In the event either party is rendered unable, ,wholly or in part, by force majeure to carry out any of its obligations under this Contract, then the obligations of that party, to the extent affected by the force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of the inability. The cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure ", includes acts of God, strikes, lockouts or other industrial disturbances, 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 people, civil disturbances, explosions, breakage or accidents to equipment, pipelines, or canals, partial or entire failure of water supply, 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 and care. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty and that the requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts 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. 4.02. Effective Date and Termination. This Contract is effective from the date of its execution by both parties and continues in effect until terminated by mutual agreement or at the option of either party by giving one hundred eighty (180) days written notice to the other party. 4.03. Construction and Venue. This Contract shall be construed under and in accordance with the laws of the State of Texas, and any and all actions brought to enforce the terms of this Contract shall be brought in Williamson County, Texas. 2. 4.04. Successor and Assigns. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 4.05. Merger. This Contract constitutes the sole and only agreement of the parties hereto and supercedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. EXECUTED in duplicate to be effective the day of , 1988. ATTEST: nne Land, City Secretary ATTEST: , Corporate Secretary CITY OF ROUND ROCK By: la Mike Robinson, Mayor MANVILLE WATER SUPPLY CORPORATION By: , President 3. • DATE: January 12, 1988 SUBJECT: Council Agenda, January 14, 1988 ITEM: 12A - Consider a resolution authorizing the Mayor to enter into a contract with Manville Water Supply Corporation. STAFF RESOURCE PERSON: Jim Nuse STAFF RECOMMENDATION: A contract has been prepared to provide a water system interconnection between Manville Water Supply Corporation and the City of Round Rock. The terms of the contract is for the mutual sale of water during emergency situations. Emergency is considered as unforseen system failure and not for drought conditions. ECONOMIC IMPACT: This will provide the City with another customer plus we achieve system rehability at very little capital cost. RECEIVED AUG - 9 .. • /&7),/ Mayor Mike Robinson Mayor Pro Trudy L. Lee Council Members Mike Reitigenstein Glenn T. King Pete Correa Ronnie Jean Charles Culpepper City Manager Robert L. Bennett, Jr. City Attorney Stephan L. Sheets Mr. Carl Samuelson Manville Water Supply Corporation P.O. Box 248 Coupland, Texas 78615 Dear Mr. Samuelson: Enclosed please find two (2) original executed Water Contracts. Please return a copy of the contract after your executing for our records. JL:dh enc. THE CITY OF ROUND ROCK 221 East Main Street Round Rock, Texas 78664 512- 255.9612 January 21, 1988 Thank you for your assistance. Sincerely, Jdanne Land City Secretary WATER CONTRACT This Contract is made and entered into by and between the City of Round Rock, Texas, a home -rule city and municipal corporation situated in Williamson County, Texas, and the Manville Water Supply Corporation, a water supply corporation situated in Williamson and Travis Counties. RECITALS , WHEREAS, City maintains and operates a public water supply system which serves the residents of City as well as a limited number of non - resident customers, and WHEREAS, Manville maintains and operates a public water supply system which serves principally rural customers in Williamson and Travis Counties, and WHEREAS, the two water systems are virtually adjacent to each other at one or more locations, and WHEREAS, it would be beneficial to both City and Manville to construct an interconnect between the two systems to allow for the temporary transfer of water from one system to the other in the event of an emergency, Now Therefore For and in consideration of the premises and the mutual agreements, covenants, and conditions hereinafter set forth, the parties hereto contract and agree as follows, to -wit: Article I Definitions 1.01. "City" means the City of Round Rock, Texas. 1.02. "Manville" means the Manville Water Supply Corporation. 1.03. "Emergency" means an unforeseen equipment or system failure which results in the inability of City or Manville to adequately serve their customers. "Emergency" does not mean an inadequate supply of water due to drought conditions. 1.04. "Point of Connection" means a point where the two systems are connected so that either entity may withdraw water from the other during an emergency. This point is depicted in Exhibit "A" to this contract. T17WTR Article II Provisions For Connection and Water Service 2.01. City and Manville agree to provide for the construction of a connection between their respective water systems at the Point of Connection. The connection shall consist of one valve controlled by City, one valve controlled by Manville, and a four inch (4 ") two -way meter. 2.02. In the event an Emergency occurs affecting Manville's water system, City agrees to sell water to Manville for a period of thirty (30) days or until the Emergency is over, whichever first occurs. In the event Manville wishes to purchase water for more than thirty (30) days, it shall submit a request in writing to the Round Rock City Council, who shall then determine whether or not to honor the request. 2.03. The water to be provided by City as aforesaid shall come from surplus water and the City's obligation to provide said water is subject to the ability of the City's system to provide for the municipal, domestic, commercial, and industrial needs within City's corporate limits, as well as any other contractual obligation existing as of the date of execution of this contract. 2.04. In the event an Emergency occurs affecting City's water system, Manville agrees to sell water to City for a period of thirty (30) days or until the Emergency is over, whichever first occurs. In the event City wishes to purchase water for more than thirty (30) days, it shall submit a request in writing to the Manville Board of Directors, who shall then determine whether or not to honor the request. 2.05. The water to be provided by Manville as aforesaid shall come from surplus water and Manville's obligation to provide said water is subject to the ability of Manville's system to provide for the needs of its water customers. Article III Rates 3.01. The party withdrawing water agrees to pay to the party providing water at the higher wholesale or bulk rate charged by either party to its own customers. 3.02. The party providing water shall render a monthly bill to the party withdrawing water for water actually withdrawn. 3.03. Payment shall be made to the party providing water not later than the thirtieth (30th) day following the billing date for the water provided during the period covered by the bill. Failure to make a payment when and as specified will terminate all obligations under this contract, at the option of the party entitled to payment. Article IV Miscellaneous 4.01. Force Maieure. In the event either party is rendered unable, wholly or in part, by force majeure to carry out any of its obligations under this Contract, then the obligations of that party, to the extent affected by the force majeure and to the extent that due diligence is being used to resume performance at the earliest practicable time, shall be suspended during the continuance of the inability. The cause, as far as possible, shall be remedied with all reasonable diligence. The term "force majeure ", includes acts of God, strikes, lockouts or other industrial disturbances, 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 people, civil disturbances, explosions, breakage or accidents to equipment, pipelines, or canals, partial or entire failure of water supply, 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 and care. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty and that the requirement that any force majeure be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts 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. 4.02. Effective Date and Termination. This Contract is effective from the date of its execution by both parties and continues in effect until terminated by mutual agreement or at the option of either party by giving one hundred eighty (180) days written notice to the other party. 4.03. Construction and Venue. This Contract shall be construed under and in accordance with the laws of the State of Texas, and any and all actions brought to enforce the terms of this Contract shall be brought in Williamson County, Texas. 2. 4.04. Successor and Assigns. This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and assigns. 4.05. Merger. This Contract constitutes the sole and only agreement of the parties hereto and supercedes any prior understandings or written or oral agreements between the parties respecting the within subject matter. / E ECUTED in duplicate to be effective the / day of , 1988. ATTEST: nne Land, City Secretary ATTEST: CITY OF ROUND ROCK By: MANVILLE WATER SUPPLY CORPORATION By: 3 . Mike Robinson, Mayor