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R-04-02-12-14E6 - 2/12/2004RESOLUTION NO. R -04-02-12-14E6 WHEREAS, the City of Round Rock ( "City") and Manville Water Supply Corporation ("Corporation") have previously entered into a Water Contract dated August 4, 1988 ("Prior Agreement"), and WHEREAS, the City and the Corporation now wish to replace the Prior Agreement, and WHEREAS, the City owns and operates a potable water supply system and is authorized to provide water service outside its corporate limits, and WHEREAS, the Corporation desires to purchase water service from the City, 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 Water Supply Agreement with the Manville Water Supply Corporation, a copy of same being attached hereto as Exhibit "A" 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. RESOLVED this 12th day of February, 2004. t&,PPl3;ktop\::ODMP/IVORI.DOX/O:iWDOX/RaOLUTVR40212E6. WPD/sc A K;fz' ekw"Nl MAXWELL, Mayor City of Round Rock, Texas ATTEST: CHRISTINE R. MARTINEZ, City Se retary WATER SUPPLY AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS AND MANVILLE WATER SUPPLY CORPORATION THE STATE OF TEXAS § COUNTY OF WILLIAMSON § KNOW ALL MEN BY THESE PRESENTS: This Water Supply Agreement ("Agreement") is made and entered into as of the day of February, 2004 by and between the City of Round Rock, Texas ("City"), a home rule city located in Williamson County, Texas and Manville Water Supply Corporation ("Corporation"), a a member -owned Texas non-profit corporation created pursuant to Chapter 67 of the Texas Water Code. The effective date of this Agreement is October 1, 2003. RECITALS Whereas, the City and the Corporation have previously entered into that certain Water Contract between the City of Round Rock, Texas and the Corporation dated August 4, 1988 ("Prior Agreement"), and Whereas, the City and the Corporation desire to replace the Prior Agreement concerning water service from the City to the Corporation, and Whereas, the City owns and operates a potable water supply system, and Whereas, the City has a supply of water not contracted to others and available for the Corporation's use, and Whereas, the City desires to and is authorized to provide water service outside its corporate limits, and Whereas, the Corporation desires to purchase water service from the City, and Whereas, the City and the Corporation are authorized to execute this Agreement by §402.014 of the Texas Local Government Code, as amended; Now Therefore, for and in consideration of the premises and mutual obligations and benefits herein contained, the City and the Corporation hereby agree as follows: ARTICLE I DEFINITIONS The terms and expressions used in this Agreement, unless the context indicates otherwise, shall have meanings as follows: EXHIBIT b 00052980 D "An 1.01. "Agreement" means this Water Supply Agreement. 1.02. "Board" and "Board of Directors" means the Board of Directors of the Corporation. 1.03. "Point(s) of Delivery" means the location at which water passes through a master meter and thereafter is owned and controlled by the Corporation. 1.04. "Water" means potable water suitable for use for domestic and municipal uses and meeting the requirements of the Texas Department of Health for public consumption. ARTICLE II WATER SERVICES 2.01. Water Service. The City shall deliver and sell water to the Corporation, for commercial and domestic uses, to be supplied from the City's water treatment and distribution system. The City presently has and will maintain an adequate water supply with which to meet the Corporation's current needs. Provided however, the supply of water to the Corporation may be reasonably limited by the City on the same basis and to the same extent as the supply of water to other customers within the City. The Corporation shall require compliance with the City's water conservation ordinances, as amended from time to time. The quantity of water service delivered by the City shall be measured by master meters at all delivery points. 2.02. Water Rates. The rate to be charged to and paid by the Corporation for water actually delivered pursuant to this Agreement shall be the Outside City Limits Rate as set by §10.201(5)(b) of the Code of Ordinances of the City of Round Rock and as amended from time to time by the Round Rock City Council. The Corporation specifically acknowledges and agrees that said rates are reasonable as that term is used in § 12.013 of the Texas Water Code. 2.03. MeteringEquipment. The Corporation, at its sole expense, shall install and maintain at the Point(s) of Delivery the necessary metering equipment and required devices of standard type to measure properly the quantity of water delivered to the Corporation. Thereafter, the Corporation at its cost shall calibrate once every twelve (12) months the metering equipment at the Point(s) of Delivery, provided, however, the cost of calibrating the metering equipment shall be borne by the City if requested more frequently than once every twelve (12) months. The Corporation shall notify the City as least three (3) days prior to any such calibrations and the City shall have the right to have a representative present during such calibrations. A meter registering not more than three percent (31/6) above or below the test result shall be deemed to be accurate. The previous readings of any meter disclosed by test to be inaccurate and the statement of charges for water delivered to the Corporation shall be corrected for the three (3) months previous to such test in accordance with the percentage of inaccuracy found by such test. If the meter fails to register for any period, the amount of water furnished during such period shall be deemed to be the amount of water delivered in the corresponding period immediately prior to the failure adjusting for seasonal differences, unless the City and the Corporation shall agree upon a different amount. The metering N equipment register shall be read on or about the first day of each month during normal business hours. 2.04. Consumption Record. The City shall keep accurate records of all readings from the meters installed pursuant to Section 2.03 above. These records shall be subject to inspection by the Corporation at reasonable times and places. 2.05. Billing. The Corporation shall be billed, and payments shall be due as required by the City's policies for its other customers. 2.06. Point(s) of Delivery. The initial Point(s) of Delivery will be those Points of Delivery currently in existence on the effective date of this Agreement and which are at the discharge side of the meters installed by the Corporation pursuant to Section 2.03 above on the existing City Water System. Additional Point(s) of Delivery may be constructed at a later date by mutual consent of the parties. Upon passing through the meter at the Point(s) of Delivery, the water becomes the property of the Corporation, its successors and assigns, except for pass-through City water as described in Section 2.03. 2.07. Contracts With Other Customers. The City reserves the right to contract with other persons, natural or corporate, private or public, and to perform services similar to those performed under this Agreement as well as other services; however, to the extent allowed by law, the City shall make no other contract for service to such other persons or entities within the Corporation's boundaries and the City shall make no other contract for service which may impair its ability to deliver the quantity and quality of water to the Corporation which is specified in this Agreement. ARTICLE III OTHER RIGHTS AND OBLIGATIONS OF THE CORPORATION 3.01. Payment of Rate Chargee. Upon receipt of the itemized statement of the amount of water determined to be delivered to the Corporation, and the charges therefore, the Corporation shall pay the amount due on or before the due date listed. If the Corporation disputes the amount of water stated to have been consumed or the charges therefore, it shall be entitled to dispute the charges in the manner allowed water customers of the City; however, undisputed charges shall be paid by the due date. 3.02 Resale of Water. The Corporation is expressly authorized to resell the water delivered hereunder to retail customers, who may be residential or commercial users. The Corporation shall not sell or deliver water to any party outside the Corporation's current boundaries without prior approval of the City. ARTICLE IV RESERVED WATER 4.01 No Reservations. The Corporation acknowledges and agrees that it is not reserving a guaranteed supply of water to meet current or future needs. The City has an adequate 3 supply of water to satisfy the reasonable requirement of its current population, other contractual obligations, and the current population of the Corporation. ARTICLE V COMPLIANCE WITH REGULATIONS 5.01. The Corporation agrees to comply with the following requirements: 5.01.1. Rates and Fees. Corporation shall not be delinquent in the payment of water charge and fees to the City, provided, the Corporation shall have the right to dispute charges in the normal manner provided for City water customers. 5.01.2 Inspection. Corporation shall permit personnel of the City to conduct periodic inspections of the Corporation's system. 5.01.3. Sanitary Control Agreement. Corporation shall permit personnel of the City to enter upon the property of any and all of the Corporation's customers for the purpose of inspecting any and all connections made by such customers to the Corporation's water lines. Should the City have reasonable grounds to believe that any condition exists which might result in contamination of the City's water supply, or jeopardize the City's certification by the State Department of Health, the City shall notify Corporation and the Corporation shall immediately correct any such condition. 5.01.4. Compliance With Regulations. Corporation shall operate its system in compliance with all applicable regulations of the City, the Texas Department of Health, and the Federal Environmental Protection Agency. 5.01.5. Quality Maintenance. Corporation shall maintain the quality of water beyond the Point of Delivery and provide necessary chlorination or other treatment so as to maintain the quality of water throughout the Corporation's service area, and Corporation agrees to submit samples of such water in accordance with the requirements of the Texas Department of Health. ARTICLE VI TERM OF AGREEMENT The terns of this Agreement shall be until September 30, 2005, at which time this Agreement shall expire unless extended for one additional year by mutual consent. ARTICLE VII FORCE MAJEURE Neither party shall be liable to the other party or any user of the water service for the failure of either party to perform its obligations herein where the failure results from force majeure. The 4 term "force majeure" as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind 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, restraint of government and people, civil disturbances, or explosions. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of that party and that the 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 such party. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.01. Audit Requirements. The Corporation is required by the Texas Water Code to have its accounts and records audited annually by a certified public accountant. The Corporation agrees to instruct such certified public accountant to conduct this audit to audit the Corporation's compliance with its financial duties to the City of Round Rock under this Agreement and to furnish to the City a copy of the completed audit each year. 8.02. Waiver. No failure on the part of either party to this Agreement to require the performance by the other party of any portion of this Agreement shall in any way affect either party's right to enforce such provision, nor shall any waiver by either party be taken or held to be a waiver of any other provisions. No rights under this Agreement may be waived and no modification or amendment to this Agreement may be made except by written amendment executed by the parties. 8.03. Termination. If either party to this Agreement shall default in the performance of any of the terms or conditions of this Agreement, the defaulting party shall have thirty (30) days after delivery to it of written notice of such default within which to cure such default. If the defaulting party fails to cure its default within such period of time, then the non -defaulting party shall have the right without further notice to terminate this Agreement. 8.04. Regulatory Aizencies. This Agreement shall be subject to all valid rules, regulations, and laws applicable thereto, passed or promulgated by the United States of America, the State of Texas, or any governmental body or agency having lawful jurisdiction. The Corporation and the City shall comply with all applicable statutes, rules and regulations as may now exist or as may be promulgated by the State of Texas and its administrative agencies and the United States of America and its administrative agencies. 8.05. Headings. All headings in the Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions hereof. 8.06. Indemnification. The Corporation agrees to indemnify and hold the City harmless from any claims which are made against the City which arise as a result of the Corporation's negligence in the operation of the Corporation's Water System. Likewise, the City agrees to indemnify and hold the Corporation harmless from any claims which are made against the Corporation which may arise as a result of the City's negligence in the operations of the City's Water System. 8.07. 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 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 as hereinafter provided, be as follows: If to City, to: City of Round Rock 221 East Main Street Round Rock, TX 78664 Attention: City Manager With copy to: Stephan L. Sheets 309 East Main Street Round Rock, TX 78664 If to Corporation to: Tony Graf, General Manager P.O. Box 248 Copeland, Texas 78615 With copy to: Karl Moeller 816 Congress Ave. Suite 1100 Austin, Texas 78701 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. 8.08. 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, Co the remainder of this Agreement and the application for any provisions or part of this Agreement to other persons or circumstances shall not be affected thereby. 8.09. Modification. This Agreement shall be not subject to change or modification without the express written mutual consent of the governing bodies of each of the parties hereto. 8.10. Corporation Authorization. This Agreement and all of its provisions have been authorized, approved and entered into by the Corporation by virtue of action taken by the Board of Directors pursuant to law and has been executed by its President, and attested by its Secretary, upon and by authority of a resolution passed at meeting of the Board of Directors held on this day of February, 2004. 8.11. City Authorization. This Agreement and all of its provisions have been authorized, approved and entered into by the City by virtue of action taken by the City Council pursuant to law and has been executed by its Mayor, and attested by its Secretary, upon its authority of a resolution passed at a meeting of the Round Rock City Council held on the day of February, 2004. 8.12. Effective Date. The effective date of this Agreement is October 1, 2003. Corporation understands that it will be back -billed and will pay for water taken from October 1, 2003 at the rates agreed to in this Agreement. THE CITY OF ROUND ROCK, TEXAS 221 East Main Street Round Rock, Texas 78664 ATTEST: By: By: CHRISTINE R. MARTINEZ, City Secretary ATTEST: (Name) 7 NYLE MAXWELL, Mayor MANVILLE WATER SUPPLY CORP. TONY GRAF, General Manager DATE: February 6, 2004 SUBJECT: City Council Meeting - February 12, 2004 ITEM: 14.E.6. Consider a resolution authorizing the Mayor to execute a Water Supply Agreement with the Manville Water Supply Corporation. Department: Water and Wastewater Utilities Staff Person: Tom Clark, Director of Utilities Justification: If approved, the agreement will provide an interim water supply for a portion of Manville's service area for up to a 2 -year period. Funding: Cost: N/A Source of funds: Outside Resources: Manville Water Supply Corporation Background Information: Manville Water Supply Corporation has an emergency water supply agreement with the City. Manville is in the process of installing improvements to serve its customers near the Southeast portion of the City and is in need of an interim water supply for 2 -years until the improvements are in place. Manville will pay outside city rates and the usage will have little impact to the City's supply. This will generate approximately $38,000 annually. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS WATER SUPPLY AGREEMENT BETWEEN THE CITY OF ROUND ROCK, TEXAS AND MANVILLE WATER SUPPLY CORPORATION THE STATE OF TEXAS § COUNTY OF WILLIAMSON § KNOW ALL MEN BY THESE PRESENTS: This Water Supply Agreement ("Agreement") is made and entered into as of the AZ day of February, 2004 by and between the City of Round Rock, Texas ("City"), a home rule city located in Williamson County, Texas and Manville Water Supply Corporation ("Corporation"), a member - owned Texas non-profit corporation created pursuant to Chapter 67 of the Texas Water Code. The effective date of this Agreement is October 1, 2003. RECITALS Whereas, the City and the Corporation have previously entered into that certain Water Contract between the City of Round Rock, Texas and the Corporation dated August 4, 1988 ("Prior Agreement"), and Whereas, the City and the Corporation desire to replace the Prior Agreement concerning water service from the City to the Corporation, and Whereas, the City owns and operates a potable water supply system, and Whereas, the City has a supply of water not contracted to others and available for the Corporation's use, and Whereas, the City desires to and is authorized to provide water service outside its corporate limits, and Whereas, the Corporation desires to purchase water service from the City, and Whereas, the City and the Corporation are authorized to execute this Agreement by §402.014 of the Texas Local Government Code, as amended; Now Therefore, for and in consideration of the premises and mutual obligations and benefits herein contained, the City and the Corporation hereby agree as follows: ARTICLE I DEFINITIONS The terms and expressions used in this Agreement, unless the context indicates otherwise, shall have meanings as follows: 00052990 1.01. "Agreement" means this Water Supply Agreement. 1.02. "Board" and "Board of Directors" means the Board of Directors of the Corporation. 1.03. "Point(s) of Delivery" means the location at which water passes through a master meter and thereafter is owned and controlled by the Corporation. 1.04. "Water" means potable water suitable for use for domestic and municipal uses and meeting the requirements of the Texas Department of Health for public consumption. ARTICLE II WATER SERVICES 2.01. Water Service. The City shall deliver and sell water to the Corporation, for commercial and domestic uses, to be supplied from the City's water treatment and distribution system. The City presently has and will maintain an adequate water supply with which to meet the Corporation's current needs. Provided however, the supply of water to the Corporation may be reasonably limited by the City on the same basis and to the same extent as the supply of water to other customers within the City. The Corporation shall require compliance with the City's water conservation ordinances, as amended from time to time. The quantity of water service delivered by the City shall be measured by master meters at all delivery points. 2.02. Water Rates. The rate to be charged to and paid by the Corporation for water actually delivered pursuant to this Agreement shall be the Outside City Limits Rate as set by § 10.201(5)(b) of the Code of Ordinances of the City of Round Rock and as amended from time to time by the Round Rock City Council. The Corporation specifically acknowledges and agrees that said rates are reasonable as that term is used in § 12.013 of the Texas Water Code. 2.03. Metering_ Equipment. The Corporation, at its sole expense, shall install and maintain at the Point(s) of Delivery the necessary metering equipment and required devices of standard type to measure properly the quantity of water delivered to the Corporation. Thereafter, the Corporation at its cost shall calibrate once every twelve (12) months the metering equipment at the Point(s) of Delivery, provided, however, the cost of calibrating the metering equipment shall be borne by the City if requested more frequently than once every twelve (12) months. The Corporation shall notify the City as least three (3) days prior to any such calibrations and the City shall have the right to have a representative present during such calibrations. A meter registering not more than three percent (3%) above or below the test result shall be deemed to be accurate. The previous readings of any meter disclosed by test to be inaccurate and the statement of charges for water delivered to the Corporation shall be corrected for the three (3) months previous to such test in accordance with the percentage of inaccuracy found by such test. If the meter fails to register for any period, the amount of water furnished during such period shall be deemed to be the amount of water delivered in the corresponding period immediately prior to the failure adjusting for seasonal differences, unless the City and the Corporation shall agree upon a different amount. The metering 2 equipment register shall be read on or about the first day of each month during normal business hours. 2.04. Consumption Record. The City shall keep accurate records of all readings from the meters installed pursuant to Section 2.03 above. These records shall be subject to inspection by the Corporation at reasonable times and places. 2.05. Billing. The Corporation shall be billed, and payments shall be due as required by the City's policies for its other customers. 2.06. Point(s) of Delivery. The initial Point(s) of Delivery will be those Points of Delivery currently in existence on the effective date of this Agreement and which are at the discharge side of the meters installed by the Corporation pursuant to Section 2.03 above on the existing City Water System. Additional Point(s) of Delivery may be constructed at a later date by mutual consent of the parties. Upon passing through the meter at the Point(s) of Delivery, the water becomes the property of the Corporation, its successors and assigns, except for pass-through City water as described in Section 2.03. 2.07. 1Contracts With Other Customers. The City reserves the right to contract with other persons, natural or corporate, private or public, and to perform services similar to those performed under this Agreement as well as other services; however, to the extent allowed by law, the City shall make no other contract for service to such other persons or entities within the Corporation's boundaries and the City shall make no other contract for service which may impair its ability to deliver the quantity and quality of water to the Corporation which is specified in this Agreement. ARTICLE III OTHER RIGHTS AND OBLIGATIONS OF THE CORPORATION 3.01. Payment of Rate Charge. Upon receipt of the itemized statement of the amount of water determined to be delivered to the Corporation, and the charges therefore, the Corporation shall pay the amount due on or before the due date listed. If the Corporation disputes the amount of water stated to have been consumed or the charges therefore, it shall be entitled to dispute the charges in the manner allowed water customers of the City; however, undisputed charges shall be paid by the due date. 3.02 Resale of Water. The Corporation is expressly authorized to resell the water delivered hereunder to retail customers, who may be residential or commercial users. The Corporation shall not sell or deliver water to any party outside the Corporation's current boundaries without prior approval of the City. ARTICLE IV RESERVED WATER 4.01 No Reservations. The Corporation acknowledges and agrees that it is not reserving a guaranteed supply of water to meet current or future needs. The City has an adequate 3 supply of water to satisfy the reasonable requirement of its current population, other contractual obligations, and the current population of the Corporation. ARTICLE V COMPLIANCE WITH REGULATIONS 5.01. The Corporation agrees to comply with the following requirements: 5.01.1. Rates and Fees. Corporation shall not be delinquent in the payment of water charge and fees to the City, provided, the Corporation shall have the right to dispute charges in the normal manner provided for City water customers. 5.01.2 Inspection. Corporation shall permit personnel of the City to conduct periodic inspections of the Corporation's system. 5.01.3. Sanitga Control Agreement. Corporation shall permit personnel of the City to enter upon the property of any and all of the Corporation's customers for the purpose of inspecting any and all connections made by such customers to the Corporation's water lines. Should the City have reasonable grounds to believe that any condition exists which might result in contamination of the City's water supply, or jeopardize the City's certification by the State Department of Health, the City shall notify Corporation and the Corporation shall immediately correct any such condition. .5.01.4. Compliance With Regulations. Corporation shall operate its system in compliance with all applicable regulations of the City, the Texas Department of Health, and the Federal Environmental Protection Agency. 5.01.5. Quality Maintenance. Corporation shall maintain the quality of water beyond the Point of Delivery and provide necessary chlorination or other treatment so as to maintain the quality of water throughout the Corporation's service area, and Corporation agrees to submit samples of such water in accordance with the requirements of the Texas Department of Health. ARTICLE VI TERM OF AGREEMENT The term of this Agreement shall be until September 30, 2005, at which time this Agreement shall expire unless extended for one additional year by mutual consent. . ARTICLE VII FORCE MAJEURE Neither party shall be liable to the other party or any user of the water service for the failure of either party t6 perform its obligations herein where the failure results from force majeure. The E term "force majeure" as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, acts of public enemy, orders of any kind 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, restraint of government and people, civil disturbances, or explosions. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of that party and that the 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 such party. ARTICLE VIII MISCELLANEOUS PROVISIONS 8.01. Audit Requirements. The Corporation is required by the Texas Water Code to have its accounts and records audited annually by a certified public accountant. The Corporation agrees to instruct such certified public accountant to conduct this audit to audit the Corporation's compliance with its financial duties to the City of Round Rock under this Agreement and to furnish to the City a copy of the completed audit each year. 8.02. Waiver. No failure on the part of either party to this Agreement to require the performance by the other party of any portion of this Agreement shall in any way affect either party's right to enforce such provision, nor shall any waiver by either party be taken or held to be a waiver of any other provisions. No rights under this Agreement may be waived and no modification or amendment to this Agreement may be made except by written amendment executed by the parties. 8.03. Termination. If either party to this Agreement shall default in the performance of any of the terms or conditions of this Agreement, the defaulting party shall have thirty (30) days after delivery to it of written notice of such default within which to cure such default. If the defaulting party fails to cure its default within such period of time, then the non -defaulting party shall have the right without further notice to terminate this Agreement. 8.04. Regulatory Agencies. This Agreement shall be subject to all valid rules, regulations, and laws applicable thereto, passed or promulgated by the United States of America, the State of Texas, or any governmental body or agency having lawful jurisdiction. The Corporation and the City shall comply with all applicable statutes, rules and regulations as may now exist or as may be promulgated by the State of Texas and its administrative agencies and the United States of America and its administrative agencies. 8.05. Headings. All headings in the Contract have been inserted for convenient reference only and shall not in any manner be construed as modifying, amending, or affecting in any way the express terms and provisions hereof. 8.06. Indemnification. The Corporation agrees to indemnify and hold the City harmless from any claims which are made against the City which arise as a result of the Corporation's negligence in the operation of the Corporation's Water System. Likewise, the City 61 agrees to indemnify and hold the Corporation harmless from any claims which are made against the .Corporation which may arise as a result of the City's negligence in the operations of the City's Water System. 8.07. 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 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 as hereinafter provided, be as follows: If to City, to: City of Round Rock 221 East Main Street Round Rock, TX 78664 Attention: City Manager With copy to: Stephan L. Sheets 309 East Main Street Round Rock, TX 78664 If to Corporation to: Tony Graf, General Manager P.O. Box 248 Copeland, Texas 78615 With copy to: Karl Moeller 816 Congress Ave. Suite 1100 Austin, Texas 78701 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. 8.08. 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, 6 the remainder of this Agreement and the application for any provisions or part of this Agreement to other persons or circumstances shall not be affected thereby. 8,.09. Modification. This Agreement shall be not subject to change or modification without the express written mutual consent of the governing bodies of each of the parties hereto. 8.10. Corporation Authorization. This Agreement and all of its provisions have been authorized, approved and entered into by the Corporation by virtue of action taken by the Board of Directors pursuant to law and has been executed by its President, and attested by its Secretary, upon and by authority of a resolution passed at meeting of the Board of Directors held on this day of February, 2004. 8.11. City Authorization. This Agreement and all of its provisions have been authorized, approved and entered into by the City by virtue of action taken by the City Council pursuant to law and has been executed by its Mayor, and attested by its Secretary, upon its authority of a resolution passed at a meeting of the Round Rock City Council held on the _/,g_ day of February, 2004. 8.12. Effective Date. The effective date of this Agreement is October 1, 2003. Corporation understands that it will be back -billed and will pay for water taken from October 1, 2003 at the rates agreed to in this Agreement. THE CITY OF ROUND ROCK, TEXAS 221 East Main Street Round Rock, Texas 78664 ATTES ),e - By:_ — CHRISTINE R. MARTINEZ, City Secretary MAXWELL,ayor MANVILLE WATER SUPPLY CORP. ATTEST: B (Name) TONY GR , General Gager 7