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R-97-05-22-11I - 5/22/1997RESOLUTION NO. R - 97 05 22 - 11I WHEREAS, the City of Austin has released and transferred the Fern Bluff Municipal Utility District ( "Fern Bluff MUD ") from Austin's extraterritorial jurisdiction ( "ETJ ") into the ETJ of the City of Round Rock, and cities and Fern Bluff MUD wish to provide for the assignment of the Agreement Concerning Creation and Operation of Fern Bluff Municipal Utility District (the "Consent Agreement ") as amended, and WHEREAS, the aforesaid parties also wish to set out their understanding with respect to their intentions to negotiate the transfer from Austin to Round Rock of the rights and obligations to provide Fern Bluff MUD with wastewater service, 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 the Assignment of Agreement Concerning Creation and Operation of Fern Bluff Municipal Utility District and Agreement Regarding Wastewater Service, a copy of said agreement being attached hereto as Exhibit "A ". RESOLVED this 22nd day of May, 1997. ATTEST: WHEREAS, as a result of such release and transfer, the two c.trimu\II9010rg2170u21 11n /•10 CHARLES CULP PP Mayor City of Round Rock, Texas MAY -19 -97 M0N 05:45 PM CITY OF AUSTIN THE STATE OF TEXAS COUNTY OF TRAVIS FAX NO. 499 2912 ASSIGNMENT OF AGREEMENT CONCERNING CREATION AND OPERATION OF FERN BLUFF MUNICIPAL UTILITY DISTRICT AND AGREEMENT REGARDING WASTEWATER SERVICE § KNOW ALL MEN BY THESE PRESENTS: RECITALS 1 4/23 Austin Draft P. 08 The City of Austin ("Austin'), a Texas home rule municipal corporation, Fern Bluff Municipal Utility District ( "District "), and Bill Ivlilhum Company ("Milburn "), predecessor in interest to Milburn Investments, Inc. ( "MII ") entered an Agreement Concerning Creation and Operation of Fern Bluff Municipal Utility District (the "Consent Agreement ") with respect to the creation, financing, and operation of the District; and The Consent Agreement has been amended by the First Amcndment to the Consent Agreement dated June 14, 1989, the Second Amendment to the Consent Agreement dated April 29, 1991, and the Third Amendment to the Consent Agreement dated April 22, 1992; and Austin now desires to assign, transfer, and convey all of the right and interest of Austin in and to the Consent Agreement, as atrended, to the City of Round Rock ( "Round Rock ") and Round Rock desires to acquire from Austin such rights and interests; and Austin and the District entered an Agreement Regarding Wastewater Set Between City of Austin and Fern Bluff Municipal Utility District, (the "Wholesale Agreement ") effective June 18, 1990, for the provision of wholesale wastewater service to the District; and Austin and the City of Round Rock, a Texas home rule municipal corporation ( "Round Rock "), "the Participants" entered an Interlocal Agreement for the Assumption of Obligations and Division of Assets of the Brushy Creek Regional Wastewater Disposal System, and for Interim Operation and Maintenance of Joint Wastewater System ( "Brushy Creek Agreement "); and Under the Brushy Creek Agreement Austin and Round Rock divided the ownership of the Brushy Creek Regional System assets, assumed all Regional System obligations, and agreed to the joint use and maintenance of certain gravity wastewater lines acquired by the WCID for the Regional System, being Contract 5 - Phase I (24" Gravity Line). Contract 5 - Phase II, and Contract 6A ( "the Joint Wastewater Lines "), and for operation and maintenance of the Joint Wastewater Lines to provide wastewater transportation services; and Under the Interlocal Agreement for Interim Wastewater Transportation and Treatment, MAY -19 -97 MON 05:45 PM CITY OF RUSTIN Round Rock is providing Austin interim wastewater transportation and treatment services for up to four years ( "Interim Wastewater Agreement "); and The District and MII are willing to consent to such assignment on the terms and conditions set forth below: NOW, THEREFORE, for and in consideration of the following mutual covenants and agreements and other valuable consideration, the sufficiency of which they acknowledge, Austin, Round Rock, District, and MII do agree as follows: Assignment of Consen Agree ment. Austin has ASSIGNED, TRANSFERRED, CONVEYED, and DELIVERED and by these presents dots hereby ASSIGN, TRANSFER, CONVEY, and DELIVER unto Round Rock all of the right, title, and interest of Austin in and to the Consent Agreement, as amended. 2. Round Rock Assumpti of Consent Agreement Round Rock assumes all rights and agrees to perform the duties of Austin under and pursuant to the Consent Agreement, as amended. Round Rock agrees to be responsible for the liabilities and obligations of Austin under the Consent Agreement, as amended. 3. Assignment of Wholesale Agreement. In consideration for the release of the District from Austin's extraterritorial jurisdiction to Round Rock's extraterritorial jurisdiction and Round Rock's intention to provide wastewater service to the District, Round Rock agrees that it will negotiate in good faith to assume the obligations and responsibilities of Austin to provide wastewater service to the District. The assignment of the Wholesale Agreement will become effective when Round Rock and Austin enter an agreement for the assumption of Austin's obligations and responsibilities under the Brushy Creek Agreement relating to the wastewater capacity Austin had reserved for the District and Round Rock purchases of that share of Austin's interests in the Regional System Assets. 4. of Regional System Assets. As part of the negotiations, Austin expects that it will transfer ownership of Austin's share of the Regional System Assets set aside for the District to Round Rock or its assignee in exchange for reimbursement or payment of a share of Austin's costs in the Regional System Assets. Round Rock and Austin agree that the Brushy Creek Agreement will serve as the foundation for the negotiations on the division of the Regional System Assets. Round Rock and Austin agree that Austin currently bases service to the District on Austin's Reserved Capacity and Austin's ownership of the Regional System Assets identified in the Brushy Creek Agreement and that Round Rock will need to acquire a sufficient share of those assets to provide wastewater service to the District. Round Rock may transfer the wastewater service responsibilities and obligations to the Lower Colorado River Authority or Brazos River Authority. 2 FAX NO. 499 2912 P. 09 4/23 Austin Draft MAY -19 -97 MON 05:46 PM CITY OF AUSTIN APPROVED AS TO FORM: By: Assistant City Attorney ATTEST Glen Luepnitz, Secretary Board of Directors 3 FAX NO. 499 2912 • P. 10 4/23 Austin Draft 5. Operation of Joint Facl i ies. Austin and Round Rock will determine who will be responsible for the costs of operation, maintenance, replacement, improvements, and decommissioning of the Onion Branch Lift Station (Contract 4) and for construction of the remaining segment of Contract 5 - Phase II. Austin and Round Rock will also make whatever adjustments are necessary in the Brushy Creek Agreement, including the use of Joint Wastewater Lines. 6. One Year Per to Enter Settlement of Regional SystcUrLAssets. Round Rock and Austin agree to use their bcst faith efforts to negotiate and execute the agreement for the assumption of Austin's obligations and responsibilities relating to regional wastewater assets for the District within one year from the effective date of this Assignment. 7. District and MIL Consent. The District and MII consent to the foregoing assignment and assumption of the Consent Agreerent, as amended, under the terms and conditions set forth above. The District and MII also consent to the assignment of the Wholesale Agreement under the conditions identified in this Assignment Agreement. EXECUTED by the undersigned, to be effective as of the last date of execution by the panics. CITY OF AUSTIN Jim Smith Assistant City Manager Date: FERN BLUFF MUNICIPAL UTILITY DISTRICT By: Jean Cochran, President Board of Directors Date: MILBURN INVESTMENTS, INC. By: MAY -19 HON 05:46 PM CITY OF AUSTIN APPROVED AS TO FORM: STATE OF TEXAS COUNTY OF TRAVIS This instrument,was acknowledged before me on the day of , 1997, by Jim Smith, Assistant City Manager of the City of Austin. on behalf of the City. (Seal) Notary Public Signature STATE OF TEXAS COUNTY OF TRAVIS STATE OF TEXAS COUNTY OF TRAVIS Investments, Inc. City Attorney Date: § § This instrument was acknowledged before me on the day of , 1997, by Jean Cochran, President of Fem Bluff Municipal Utility District, on behalf of the District. (Seal) Notary Public Signature This instrument was acknowledged before me on the day of 4 FAX NO. 499 2912 P. 11 4/23 Austin Draft Name: Title: Date: CITY OF ROUND ROCK By: Nam;: Tide: , 1997, by of Milbum NAY -19.97 JON 05:47 PH CITY OF AUSTIN (Seal) Notary Public Signature STATE OF TEXAS COUNTY OF TRAVIS This instrument was acknowledged before me on the day of 1997, by of the City of Round Rock, on behalf of the City. (Seal) Notary Public Signature 5 FAX NO, 499 2912 P. 12 4/23 Austin Draft DATE: May 20,1997 SUBJECT: City Council Meeting - May 22 1997 ITEM: 11.I. Consider a resolution authorizing the Mayor to execute an Assignment of Agreement Concerning the Creation and Operation and Agreement Regarding Wastewater Services of Fern Bluff Municipal Utility District. STAFF RESOURCE PERSON: Steve Sheets STAFF RECOMMENDATION: On May 7, 1997 the Austin City Council released and transferred Fern Bluff MUD from Austin's ETJ to Round Rock's ETJ. This agreement transfers the Consent Agreement between Austin and Fern Bluff to Round Rock. Among other things, this agreement transfers the oversight authority on proposed bond issue from Austin to Round Rock. This agreement also provides that the two cities will continue to negotiate to transfer Fern Bluff MUD's Wholesale Wastewater Service Agreement from Austin to Round Rock.