R-94-01-13-9B - 1/13/1994ATTEST:
O
NE
RESOLUTION
RS01134B
RESOLUTION NO. R-94-o_13-98
WHEREAS, the Round Rock Water Supply Corporation ( "RRWSC ")
is the owner of the water and sewer systems for Oak Bluff Estates
and Oak Bluff Estates Phase 2 and provides retail water and sewer
service to said subdivisions, and
WHEREAS, RRWSC desires to lease all of its water and sewer
facilities to the City in exchange for the City providing an
alternate supply of water, and
WHEREAS, a Lease Purchase Agreement has been prepared which
sets forth the terms of the lease and alternate supply of water,
and WHEREAS, the City Council wishes to enter into said Lease
Purchase Agreement, 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 Lease Purchase Agreement with Round Rock Water
Supply Corporation for the lease and alternate supply of water, a
copy of said Agreement being attached hereto and incorporated
herein for all purposes.
RESOLVED this 13th day of January, 1994.
LAND, City Secretary
CHARLES CULP:•PT+7' Mayor
City of Round Rom , Texas
LEASE PURCHASE AGREEMENT
This Lease Purchase Agreement, hereinafter referred to as "Agreement" or "Lease," is entered
into by and between the Round Rock Water Supply Corporation, acting by and through its duly
authorized president, John T. Jones, Jr. having address for notice at 500 West Sixteenth Street,
Austin, Texas 78701, hereinafter referred to as RRWSC, and the City of Round Rock, acting by and
through its mayor, Charles Culpepper, having address for notice at 221 East Main Street, Round
Rock, Texas 78664, hereinafter referred to as City, and which Agreement recites as follows:
PRELIMINARY STATEMENT
Whereas, RRWSC is the owner of the water and sewer systems for Oak Bluff Estates and Oak
BluffEstates Phase 2, two subdivisions in Williamson County, Texas, according to the maps or plats
thereof as recorded in Cabinet "F ", Slide 15 and Cabinet "F ", Slide 253 - 259 of the Plat Records
of Williamson County, Texas, as well as, a fourteen (14) acre tract of land situated north of County
Road 123 and south of Brushy Creek as more fully described by the field notes attached hereto as
Exhibit "A" ( "Service Area "); and in connection therewith holds the "Certificate of Convenience for
Water - Certificate No. 11985" and "Certificate of Convenience for Sewer - Certificate No. 20652" for
providing retail water and sewer services to the above described service area; and,
Whereas, the primary purpose of RRWSC is to provide its members with a dependable and
safe supply of drinking water of the highest quality at the most economical cost; and,
Whereas, RRWSC desires to lease all of its water and sewer facilities to the City, including,
but not limited to its water well, well house, storage and pressure tanks, which are situated on Lot
29, Block A, Oak Bluff Estates, together with all of its right, title and interest in and to its water
distribution lines, sewer collections lines, lift station and force main, easements, etc., all of which real
and personal property is hereinafter referred to as "Lease PremkkP- " T} +h a ^ «,,... ° �.L _ _ - -_ —_ _
hereto that the Lease Premises includes all of the assets of RR1;
other liquid assets, its receivables, including, but not limited to pry
due RRWSC for water and sewer services, capital recovery fees,
the above described Lot 29, after the water distribution lines ha'
water system as hereinafter described. By such lease being
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corporate purpose and by the fact that RRWSC is retaining substantially all of its "marketable assets,"
RRWSC is authorized to enter into this Agreement pursuant to V.T.C.A. Article 1396 -5.09 (A 1);
and,
Whereas, RRWSC is required by the State of Texas under the rules and regulations of the
Texas Natural Resources and Conservation Commission ( "TNRCC ") to have a alternate source of
water when it reaches 250 residential connections to its water system; and,
Whereas, the City is willing to provide such alternate source of water subject to the terms and
conditions of this Agreement; and,
Whereas, the City desires to lease RRWSC's production facilities, water distribution system
and its sewer collection system, and to interconnect said systems with the City's water and sewer
systems with the present and future intent to acquire said systems so that it may provide said service
area with city water and sewer services and ultimately incorporate the same into the system owned
and operated by the City; and,
Whereas, the City by leasing said water and sewer systems assumes the obligations for the day
to day operations, including, but not limited to any and all expenses, repairs, etc., as well as, any and
all future capital improvements that may be needed to adequately service the residents of the above
described service area; and,
Whereas, RRWSC will continue in existence for the limited purpose to service its
indebtedness and administrative overhead until the its existing indebtedness is released and satisfied;
and,
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Whereas, RRWSC upon satisfaction of the indebtedness owed by it, will voluntarily terminate
its corporate charter and cease to exist and will release and/or transfer its water and sewer Certificates
of Convenience and Necessity to or in favor of the City, as the case may be; and,
Whereas, RRWSC and City desire to enter into this "Agreement,"
NOW, THEREFORE, for and in consideration of Ten And No /100 Dollars ($10.00) and
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged
by the respective parties, the parties agree as follows:
Article I
Intent of the Parties
It is the ultimate intent of the parties to transfer the ownership, operations, maintenance,
repairs, obligations for future improvements of the above described Lease Premises from the RRWSC
to the City. If the RRWSC did not have any indebtedness owed against its assets, the RRWSC would
convey all of its right, title and interest in the Lease Premises to the City. However, RRWSC has a
current indebtedness to First Madison FSB in the amount of $203,000.00 plus accrued interest. In
this respect the parties agree that RRWSC will stay in existence for the sole purpose of satisfying said
indebtedness. In all other respects the City's obligation for operating the water and sewer systems is
and will be the same as if the City owned the system. Should any provision of this Agreement ever
be in conflict with the foregoing intent of the parties, then the intent of the parties as stated above will
control over any such provision.
Article II
Filing of This Agreement With
The Texas Natural Resource and Conservation Commission
It will be the responsibility of the City to file a copy of this Agreement with the TNRCC
pursuant to Tex. Water Code Ann. 13.255.
Article III
Lease Agreement
3.01 Lease: RRWSC agrees to exclusively lease to the City the Lease Premises. City_hereby
agrees to lease from RRWSC said Lease Premises in their present condition "as is and with all
and without any warranty or representation" on the part of RRWSC.
It is expressly agreed and understood that RRWSC owns Lot 29, Block A, Oak Bluff Estates
upon which its well, well house and storage facilities are located. This lease will include such facilities
only until such time as the City has interconnected RRWSC water distribution lines to the City's main
water transmission lines. Upon the connection to the City's water transmission lines, this Lease, to
the extent it includes Lot 29 and the production facilities situated thereon, will terminate, and
RRWSC will be free to dispose of said lot in any manner it desires without the consent of the City.
The City will have no obligation to restore and/or repair said facilities, with the exception that it will
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be the responsibility of the City to remove at its cost any and all chorine and/or other hazardous waste
and/or chemicals from said premises that may be used or may have been used by the City in the day
to day operation of producing and treating water. The City shall have no responsibility for removing
any chlorine, hazardous waste, or chemicals placed on the premises by RRWSC or anyone other than
the City.
3.02 Annual Lease Payment: City agrees to pay to RRWSC an annual lease payment
in advance in the amount of One Hundred And No /100 Dollars ($100.00) for the Lease Premises.
3.03 Commence Date and Term of Lease: This lease will be for a term of twenty (20) years
unless extended, and will commence effective January 14, 1994 and will terminate January 14, 2014,
or upon satisfaction and release of the indebtedness owed by RRWSC to First Madison FSB,
whichever comes first. If the indebtedness has not been satisfied and released prior to January 14,
2014, the term of this Lease will be extended on a year to year basis until the indebtedness has been
released and/or otherwise satisfied.
3.04 Agreements and Obligations of City: The City agrees and obligates itself to the
following:
A. Operating Costs, Repairs, and Future Capital Improvements: City, at its sole
cost and expense, will pay all operating costs, costs of repairs, and any and all future capital
improvements that may be required in operating the water and sewer systems and/or that may be
required in order to service the residents of the above described service area, including the prorata
payment of real estate taxes and insurance costs on Lot 29 until said Lease terminates as to Lot 29
as specified above. RRWSC will not pay and will not be obligated to pay for any operations costs,
repairs, and/or future capital improvements other than as expressly stated herein.
After the Lease terminates as to Lot 29, the obligation for the payment of real estate taxes and
insurance will be the sole responsibility of RRWSC.
B. Alternate Source of Water If at any time the water distribution system composed
of the Lease Premises is inadequate to satisfy the needs of the Service Area, the City agrees to furnish
water to the Lease Premises through the "Manville WSC Interconnect" located at the intersection of
Gattis School Road and County Road 122. In addition, the City has contracted with Randy Morine
Heritage Properties, Inc. ( "Morine ") whereby Morine has agreed to construct a water line connecting
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the City's water system directly to the Lease Premises. The contract with Morine calls for it to
complete the construction of the water line on or before June 22, 1994. the City agrees to exercise
all due diligence to assure that the water line is completed by that date. The water line will be of
sufficient size and capacity to service the Service Area. RRWSC will not be responsible for any of
the costs of the construction of the water line.
C. Storage Tank Rental: It is agreed and understood that RRWSC is currently renting
a 31,000 gallon storage tank from T & L Properties. The rent is paid through February 28, 1994.
Thereafter the rent is Five Hundred And No /100 Dollars ($500.00) per month, payable in advance,
beginning March 1, 1994. Should the City desire to continue the use of said tank, then the City will
be responsible for the payment of said monthly rental. The City may terminate this rental agreement
at any time by giving 30 days written notice to T & L Properties. T & L Properties has ninety (90)
days after receipt of such written notice in which to remove said tank at its sole costs and expense.
D. Use of Lease Premises: During the term and any extension of the Lease, the City
shall be entitled to the exclusive use and possession of the Lease Premises for any lawful purpose
which is in compliance with the rules and regulations of the State of Texas and the TNRCC and the
Certificates of Convenience and Necessity for Water and Sewer as shown above. The City will be
entitled to receive any and all income from the operation of Lease Premises, except as herein
specified.
E. Collections of Capital Recovery Fee for RRWSC: City agrees from and after
January 1, 1994 to collect RRWSC's Capital Recovery Fee for each new connection to the system
within RRWSC's service area and to remit same no later than the 15th of the month following in
which it was collected. Until further written notice, the amount to be collected by the City for
RRWSC's Capital Recovery Fee is Six Hundred Fifty And No /100 Dollars ($650.00) per connection.
F. Indemnity of RRWSC by City: City agrees to indemnify the RRWSC from and
against any and all claims or expenses caused by City's activities on the Lease Premises.
G. Treatment of Delinquent Accounts Due RRWSC: City agrees that the nonpayment
by RRWSC's members of any sums due RRWSC for either monthly utilities or capital recovery fees
will be treated as the nonpayment of utilities owed to the City. Upon written notice by RRWSC that
a member (resident) has failed to pay any sums due to the RRWSC, City will declare such resident's
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account to be delinquent and subject to the City's normal policy for failure to make such payment.
11. Sublease: City shall not sublease all or any portion of the Lease Premises without
the prior written consent of RRWSC, which consent will not be unreasonably withheld.
I. Membership Application and Information: City agrees to have all persons and/or
entities malting new connections within the RRWSC's service area and all transfers of service within
said service area execute a application for service and membership, which among other things will
state that the person or entity agrees to abide by and be subject to the rules and regulations of the
RRWSC. City agrees to not connect any new services or allow the transfer of any existing services
without first securing such written application for service and membership.
City agrees to provide to the RRWSC quarter - annually on the 1st day of April, July,
September, and January of each calendar year, a current list of all members (residents receiving water
and sewer services). The first such RRWSC membership information will be due on or before April
1, 1994 and thereafter on the first day of July, September, January, and April of each calendar year.
Upon written notice from the RRWSC, City, at its cost, further agrees to incorporate in its
monthly bills such notices as RRWSC deems necessary, including, but not limited to notice of annual
and special meetings of the members of RRWSC. Extra postage for any required by such notices will
be paid by RRWSC.
J. Utility Rates and Other City Fees: City agrees to provide water and sewer services
to the residents of RRWSC service area at the same rates and fees as charged by the City to citizens
of the City of Round Rock ("in city rate "). Other than the possible future assessment by RRWSC as
hereinafter described, the City agrees not to charge any assessments or surcharges to the members
of the RRWSC which are not charged system wide.
K. RRWSC Future Assessments: RRWSC, at its sole option, may elect to assess
its members for debt service and administrative costs and in this respect the City agrees to collect and
remit monthly to RRWSC any such assessment so specified in a written notice from the RRWSC. The
failure to pay any such assessment will be treated in the same manner as described in Paragraph G
above.
L. Repairs and Maintenance: City agrees to keep the Lease Premises in good repair
and in compliance with all rules and regulations relating to the Lease Premises by any governmental
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entity having jurisdiction over the City or the Lease Premises, as the case may be.
3.05 Obligations of RRWSC: RRWSC agrees and obligates itself to the following:
A. No further encumbrances: RRWSC agrees not to further encumber the Lease
Premises in any manner without the prior written consent of the City.
B. Collection of City Capital Recovery Fee for Water: RRWSC agrees from and after 255
residential connections and until December 31, 1993 to collect for the City its "Capital Recovery Fee
for Water" in the amount of $1,345.00 per connection. RRWSC agrees to remit any funds so
collected on or before January 15, 1994.
C. Delivery of "As Built Plans ": RRWSC agrees to deliver to City all "as built plans" and
other information related to the location of water and sewer utilities that its has in its possession.
D. Delivery of Membership List and Account Information: RRWSC agrees to deliver to
City a complete list of member (residents) together with such past account information that the City
may establish sewer rates for the year 1994, and such other information as the City might reasonably
request.
E. Pay of Indebtedness: RRWSC agrees to use its best efforts to satisfy the indebtedness
owed First Madison FSB within the term of this Agreement.
3.06 Notice of Default and Right to Cure Default: Should either party ever default
in any of its obligations under the lease, then the non- defaulting party shall notify the defaulting party
in writing specifying the exact nature of such default. Non - defaulting party shall deliver same to the
defaulting party by depositing said notice in the U. S. Mails, postage prepaid and mailed Certified
Mail, Return Receipt Requested. The defaulting party shall have 30 days from receipt of written
notice in which to cure any default specified in said notice before the non - defaulting party shall have
the right to institute any legal proceedings for the enforcement of this Agreement.
3.07 Termination of Lease: This Agreement will terminate at the end of the term
or upon the satisfaction of the indebtedness owed by RRWSC to First Madison FSB, and not
otherwise.
4.01 Purchase Price:
Article 1V
Purchase Agreement
Upon termination of the above described Lease, however such
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termination occurs, the City agrees to purchase and RRWSC agrees to sell the Lease Premises for
the sum of One Hundred And No /100 Dollars ($100.00). Such purchase price is payable in cash at
closing.
4.02 Closing: The closing is to be held in the office of Stephan L. Sheets, attorney
at law, at his office at 309 East Main Street, City of Round Rock, Texas 78664 -5246. All dosing
costs, if any, are to be paid by City. Closing will occur within thirty (30) days from the date of
termination of the Lease. The bills of sale, assignments, or other closing documents will contain a
"special warranty" as to title and all personal property described therein will be conveyed "as is and
with all faults and without any warranty of any nature and/or kind."
4.02 Transfer or Termination of Certificate of Convenience and Necessity: City, at
its sole cost and expense, will file with the TNRCC such applications as shall be required to either
transfer or terminate, as the case may be, RRWSC Certificates of Convenience and Necessity for
Water and Sewer. RRWSC agrees to execute, acknowledge, and deliver any and all documentation
as shall be reasonably required to accomplished the foregoing.
Article V
Transfer of Systems and Proration of Income and Expenses
5.01 Effective Date of Transfer: The City agrees to takeover the operation of the system
effective January 14, 1994.
5.02 Final Meter Reading and Account Information: The City and RRWSC will jointly
read all meters as of January 14, 1994. RRWSC will provide the City with whatever account
information the City needs in order for the City to establish the sewer rates for 1994 for each _of the
residents.
5.03 Proration of Income and Expenses: The parties agree that the income and expenses
will be prorated as of January 14, 1994.
The January receipts (from January 1, 1994 to January 14, 1994, the final billings) will be
billed by RRWSC and will belong to RRWSC. RRWSC agrees to pay the electricity bill to Texas
Utilities through January 14, 1994. All water and sewer usage accruing after January 14, 1994 will
belong to the City.
5.04 Mutual Cooperation During Transition Period: The parties agree to cooperate
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with each other during the transition period to make said transition as smooth as possible, and in this
respect the parties agree to jointly read meters, and to otherwise share information about accounts,
location of utilities, etc.
5.05 Management Fee Due T & L Properties: RRWSC and City agree to share equally
the management fees due to T & L Properties in the amount of $3,780.00 for the months of February
and March of 1994. In consideration of said fee, T & L Properties has agreed to be available to the
City during said months in order to affect a smooth and orderly transition of the operations from
RRWSC to the City.
Article VI
Other Provisions
6.01 Existing Septic Tanks: It is agreed and understood that there are three (3)
homes in Oak Bluff Estates which are on septic tanks. As and when such septic tanks fail or need to
be repaired, the owners of such homes will be required to connect to the City sewer system. The costs
of connecting to the sewer system will be at the expense of the homeowner, but the homeowners will
not be required to pay the City's wastewater impact fee.
6.02 Improvements to Sewer System to Accommodate Oak Bluff Estates Phase Three:
The City ' agrees to require Randy Morine Heritage Properties, Inc. to make those improvements to
the sewer system in Oak Bluff Estates Phase 2 in order to service Oak Bluff Estates Phase Three
with sewer service as are described in that one certain instrument styled "Oak Bluff Estates Phase
Three Wastewater Utility Agreement."
Article VII
Miscellaneous Provisions
7.01 Force Majeure. In case by reason of "Force Majeure" either party hereto shall be
rendered unable wholly or in part to carry out its obligations under this Agreement, and if such party
shall give notice and full particulars of such "Force Majeure" in writing to the other party within a
reasonable time after occurrence of the event or cause relied on, the obligation of the party giving
such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance
of the inability then claimed, but for no longer period, and any such party shall endeavor to remove
or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed
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herein, shall mean acts of God, strikes, lockouts or other industrial disturbances, acts of public enemy,
orders of any kind 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, restraint of govemment and people, civil disturbances, explosions,
breakage or accidents to machinery, pipelines or canals, partial or entire failure of water supply and
inability on the part of the City to provide water necessary for operation of its Wastewater system
hereunder or of the City to receive Wastewater on account of any other causes not reasonably within
the control of the party claiming such inability. 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 above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not
require the settlement of strikes and lockouts by acceding to the demands of the opposing party or
parties when such settlement is unfavorable in the judgment of the party having the difficulty.
7.02 Regulatory Bodies The Agreement shall be subject to all valid rules, regulations, laws,
permits, orders, and ordinances applicable hereto passed or promulgated by the United States of
America, the State of Texas, or any governmental body or agency having lawful jurisdiction over the
parties to this Agreement or over the transaction contemplated by this Agreement, or any authorized
representative or agency of any of them.
7.03 Governmental Regulations. In each instance herein where reference is made to a federal,
State, County, or municipal regulation, it is the intention of the parties that at any given time the then
current edition of any such federal, State, County, or municipal regulation shall apply.
7.04 No Additional Waiver Implied. No waiver or waivers of any breach or default (or any
breaches or defaults) by either party hereto of any term, covenant, condition, or liability hereunder,
or of performance by the other party of any duty or obligation hereunder, shall be deemed or
construed to be a waiver of subsequent breaches of defaults of any kind, under any circumstances.
7.05 Addresses and Notice. Unless otherwise provided in this Agreement, any notice,
communication, request, reply, or advice (herein severally and collectively, for convenience, called
"Notice ") herein provided or permitted to be given, made or accepted by either party to the other
must be in writing and may be given or be served by depositing the same in the United States mail
postpaid and registered or certified and addressed to the party to be notified, with return receipt
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requested, or by delivering the same to an officer of such party, or by prepaid telegram, when
appropriate, addressed to the party to be notified. Notice deposited in the mail in the manner
hereinabove described shall be conclusively deemed to be effective, unless otherwise stated in this
Agreement, from and after the expiration of four (4) days after it is so deposited. Notice given in any
other manner shall be effective only if and when received by the party to be notified. For the purpose
of Notice, the addresses of the parties shall, until changed hereinafter provided, be as follows:
If to City, to:
City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Attention: City Manager
If to RRWSC to:
Round Rock Water Supply Corporation
500 West Sixteenth Street
Austin, Texas 78701
Attention: John T. Jones, Jr.
The parties shall have the right from time.to time and at any time to change their respective addresses
and each shall have the right to specify as its address any other address by at least fifteen (15) days
written notice to the other party.
7.06 Interpretations. Unless the context require otherwise, words of the masculine gender
shall be construed to include correlative words of feminine and neuter genders and vice -versa and
words of the singular number shall be construed to include correlative words of the plural number and
vice - versa. This Agreement and all the terms and provisions hereof shall be liberally construed to
effectuate the purposes set forth herein and to sustain the validity of this Agreement. Nothing in this
Agreement shall be construed to permit a violation of any State or Federal statutory provision or any
provisions of the State or Federal constitutions, and all acts done pursuant to this Agreement shall
be performed in such manner as to conform thereto whether expressly provided or not. Where any
procedure hereunder maybe held by a court of competent jurisdiction to be violative of any State or
Federal statutory or constitutional provision, the parties shall have the power to adopt and
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promulgate reasonable and necessary alternative procedures which will conform thereto and the
parties agree that they would have entered into this Agreement notwithstanding the invalidity of any
provision or provisions hereof.
7.07 Modification. This Agreement shall be subject to change or modification only with the
mutual written consent of the parties.
7.08 Assignability. This Agreement shall not be assignable by either party without the prior
written consent of the other party.
7.09 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.
7.10 Merger. This Agreement constitutes the entire agreement between the parties relative
to the subject matter thereof. There have been and are no agreements, covenants, representations or
warranties between the parties other than those expressly stated herein or expressly provided herein.
7.11 Approval of Consent. Whenever this Agreement requires or permits approval or
consent to be hereafter given by any party, the parties agree that, unless the context clearly shows
otherwise, such approval or consent shall not be unreasonably withheld. Such approval or consent
may be evidenced by an order or resolution adopted by City or by an appropriate certificate executed
by a person, firm or entity authorized to determine and give approval or consent on behalf of RRWSC
pursuant to an order or resolution adopted by the governing body or board of directors thereof. _Such
approval or consent of the parties shall be required as a condition to any action except as expressly
required in this Agreement.
7.12 Parties in Interest. This Agreement shall be for the sole and exclusive benefit of the
parties hereto and shall not be construed to confer any rights upon any third party. Nothing herein
shall be construed to confer standing to sue upon any third party who did not otherwise have such
standing.
7.13 Captions. The captions appearing at the first of each numbered section or paragraph
in this Agreement are inserted and included solely for convenience and shall never be considered or
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given any effect in construing this Agreement, or any provisions hereof, or in connection with the
duties, obligations, or liabilities of the respective parties hereto or in ascertaining intent, if any
question of intent should arise.
7.14 Notice of Default. If any party believes that any other party has violated this
Agreement, then such complaining party shall give to the alleged defaulting party written notice
within ten (10) days after discovery of the alleged violation. The notice shall set out the nature of the
alleged violation and the action proposed by the complaining party to remedy the alleged violation.
If the alleged defaulting party has not cured or otherwise resolved such alleged violation within thirty
(30) days after receipt of the violation notice, then the complaining party shall have recourse to the
remedies available herein or which are available by applicable law. Except as otherwise provided by
this Agreement, failure by either party to inunediately discover and give notice of an alleged violation
to the other party shall not constitute a waiver by either party of the alleged violation should such
alleged violation be proven from its inception.
7.15 Venue. All amounts due under this Agreement, including, but not limited to, payments
due under this Agreement or damages for the breach of this Agreement, shall be paid and be due in
Williamson County, Texas, which is the county in which the principal administrative offices of the
parties are located. It is specifically agreed among the parties to this Agreement that Williamson
County, Texas, is the place of performance of this Agreement, and in the event that any judicial
proceeding is brought to enforce this Agreement or any provision hereof, the same shall be brought
in Williamson County, Texas.
7.16 No Recourse. No recourse shall be had against any elected official, director, officer,
attorney, agent, or employee of either the City or RRWSC, whether in office as of, or subsequent to,
the effective date of this Agreement, for any claim based upon this Agreement.
7.17 Time of Essence. Time is of the essence of this Agreement.
7.18 Remedies Upon Default. This Agreement shall not be considered as specifying an
exclusive remedy for any default, but all such other remedies (other than termination) existing at law
or in equity may be availed of by any party hereto and shall be cumulative. Recognizing however,
that the City's undertaking to provide Retail Water and Wastewater services to the members of
RRWSC within its service are is an obligation, failure in the performance of which cannot be
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adequately compensated in money damages alone, the City agrees, in the event of any default on its
part, that RRWSC shall have available to it the equitable remedies of mandamus or specific
performance, or both, in addition to any other legal or equitable remedies (other than termination)
which may also be available. Recognizing that failure in the performance of any of RRWCS's
obligations hereunder could not be adequately compensated in money damages alone, RRWSC agrees
in the event of any default on its part that the City shall have available to it the equitable remedy of
mandamus or specific performance, or both, in addition to any other legal or equitable remedies
(other than termination) which may also be available to the City. Any right or remedy or any default
hereunder, shall be deemed to be conclusively waived unless asserted by a proper proceeding at law
or in equity within two (2) years plus one (1) day after the occurrence of such default.
Executed on this the day of January, 1994.
City of Round Rock:
By its mayor, Charles Culpepper
Round Rock Water Supply Corporation:
John T. Jones, Jr., President
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61/11/94 13:21 ROUND ROCK PUELIC WORKS 4 512 255 6676 NO.345 962
DATE: January 11, 1994
SUBJECT: City Council Meeting, January 13, 1994
ITEM: 9B. Consider a resolution authorizing the Mayor to enter into an
agreement with Round Rock Water Supply Corporation.
(Withdrawn 12/23/93)
STAFF RESOURCE PERSON: Jim Nuse
STAFF RECOMMENDATION:
Enclosed is a copy of the agreement with Round Rock Water Supply Corporation. This
agreement sets the parameters for the City to operate the Round Rock Water Supply Corporation
system under a lease until the Corporation debt is paid off. A more detailed presentation will
be made at the meeting,