CM-2017-1310 - 2/6/2017AGREEMENT FOR PAYMENTS TO THE CITY OF ROUND ROCK RELATED TO THE
BRUSHY CREEK REGIONAL WASTEWATER SYSTEM
V VMHIS AGREEMENT (the "Agreement") is dated and entered into as of the day of
4 uaf3*; 2017, by the City of Austin, Texas ("Austin") and the City of Round Rock, Texas ("Round
Rock") both home -rule municipalities and political subdivisions of Texas (individually, the "City;"
collectively, the "Cities").
RECITALS
1. The Brushy Creek Regional Wastewater System ("BCRWWS") is a wastewater collection and
treatment system located in southern Williamson County. The cities of Austin, Round Rock, and
Cedar Park jointly purchased the Brushy Creek System from the Lower Colorado River Authority in
2009, and each city is a partial owner of the BCRWWS.
2. The Brazos River Authority operates and maintains the BCRWWS for the cities, and annual funding
for estimated expenses are included in each City's budget.
The Cities provide management oversight and recommendations to the BRA by and through the
Operations Committee composed of representatives from each City.
4. Austin and Round Rock recognize that substantial benefits are derived from joint cooperation with
each other in the administration, planning, financing, construction and provision of wastewater
utilities in the area.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
sufficiency of which are hereby conclusively acknowledged, and subject to the terms and conditions here
set forth, the Cities mutually agree as follows:
ARTICLE I
PURPOSE
Section 1.01 Purpose of this Agreement. The purpose of this Agreement is to establish the
terms and conditions under which Round Rock initially funds and make payments on behalf of Austin for
certain expenses related to the operation and maintenance of the BCRWWS. This process and the
payments made by Round Rock will result in the reduction of the amount of administrative expenses
charged by the Brazos River Authority to owners of the BCRWWS.
Section 1.02 Pre -Approval of Expenses. Round Rock will obtain the Operations Committee
approval of shared expenses prior to Round Rock actually obtaining services and goods provided by
vendors, if not an emergency.
Section 1.03 Timely Reimbursement by Austin. Austin shall reimburse Round Rock within
30 calendar days of receipt of an invoice attached to reasonable documentation requested by Austin.
Cm,2_o(-7-1_�10
ARTICLE H
GENERAL PROVISIONS
Section 2.01 Conflicts with Other Agreements. On June 4, 2010, the cities of Austin, Cedar
Park, and Round Rock entered into the Amended and Restated Master Contract for the Financing,
Construction, Ownership, and Operation of the Brushy Creek Regional Wastewater System and also
entered into subsequent amendments hereto (collectively, "Master Contract"). If there are any conflicts
between this Agreement and the Master Contract or other agreements related to the BCRWWS executed
prior to this Agreement's Effective Date, this Agreement will prevail.
Section 2.02 Participation by the Cities. Each City represents to the other that it is
empowered by law to participate in the acquisition, construction, and financing of the BCRWWS
improvements and the operation and maintenance of the BCRWWS, and to execute this Agreement and
other agreements and documents as are or may hereafter be required to accomplish the same; that its
execution of this Agreement has been duly authorized by action of its governing body at a meeting
conducted in accordance with the Texas Open Meetings Act, as amended, Chapter 551, Texas
Government Code. Each City agrees to execute the contracts and other agreements as the other City may
reasonably request, and to take and perform such other and further actions and execute such other
agreements, related to the acquisition, construction and financing of the BCRWWS, and documents as
may be reasonably required to carry out the provisions of this Agreement.
Section 2.03 Force Majeure. If by reason of "Force Majeure", either City is rendered unable
wholly or in part to carry out its obligations under this Agreement, and if that City gives notice and full
particulars of such "Force Majeure" in writing to the other City within a reasonable time after occurrence
of the event or cause relied on, the obligation of the City giving such notice will be suspended during the
continuance of the inability then claimed, but for no longer period, and such City will endeavor to remove
or overcome such inability with all reasonable dispatch. The term "Force Majeure" as employed herein
will 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 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, explosions, breakage or accidents to machinery, pipelines
or canals, partial or entire failure of Wastewater systems or water supply and inability on the part of such
City to provide water necessary for operation of its water and Wastewater systern hereunder, and
impossibility by operation of law. It is understood and agreed that the settlement of strikes and lockouts
will be entirely within the discretion of the City having the difficulty and that the above requirement that
any Force Majeure will be remedied with all reasonable dispatch will not require the settlement of strikes
and lockouts by acceding to the demands of the opposing City when such settlement is unfavorable in the
judgment of the City having the difficulty.
Section 2.04 Term of Contract. This Agreement will be effective upon the day and year
recited above, and will continue until the Master Contract is terminated. Either City may terminate this
Agreement by giving the other City 30 days written notice of its desire to do so.
Section 2.05 Amendment and Modification. This Agreement may not be amended or
modified except in writing executed by the authorized representatives of the Cities and authorized by their
respective governing bodies. There will be no amendment to this Agreement that will adversely affect
the prompt payment of all money required to be paid under the terms of this Agreement.
Section 2.06 Addresses and Notice. Unless otherwise provided herein, any notice,
communication, request, reply, or advice (collectively, "Notice") to be given, made, or accepted by any
party to the other City must be in writing and may be given or be served by depositing the same in the
2
United States mail postpaid and registered or certified and addressed to the City to be notified, with return
receipt requested, or by delivering the same to an officer of such City, or by prepaid telegram when
appropriate, addressed to the City to be notified. Notice deposited in the mail in the manner described will
be conclusively deemed to be effective, unless otherwise stated herein, from and after the expiration of
three days after it is so deposited. Notice given in any other manner will be effective only when received
by the City to be notified. For the purposes of notice, the addresses of the Cities will, until changed as
herein provided, be as follows:
If to Austin:
City of Austin
Director, Austin Water
P.O. Box 1088
Austin, Texas 78767
If to Round Rock:
City of Round Rock
City Manager
221 E. Main St.
Round Rock, Texas 78664
The Cities have the right at any time to change their respective addresses and will specify its address by at
least 15 calendar days' written notice to the other City.
Section 2.07 Severability. The provisions of this Agreement are severable and, if any
provision of this Agreement is held to be invalid for any reason by a court or agency of competent
jurisdiction, the remainder of this Agreement will not be affected and this Agreement will be construed as
if the invalid portion had never been contained herein.
Section 2.08 Remedies Upon Default. It is not intended hereby to specify 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 either City hereto and will be cumulative. Recognizing that failure in the
performance of the Cities' obligations hereunder could not be adequately compensated in money damages
alone, each City agrees in the event of any default on its part that the other City will have available to
them the remedies of mandamus and specific performance in addition to any other legal or equitable
remedies (other than termination) which may also be available to them. Notwithstanding anything to the
contrary contained in this Agreement, any right or remedy or any default hereunder will be deemed to be
conclusively waived unless asserted by a proper proceeding at law or in equity within two years plus one
day after the occurrence of such default. No waiver of any breach or default by either City or the
performance by either City of any duty or obligation hereunder will be deemed a waiver in the future, nor
will any such waiver be deemed or construed to be a waiver of subsequent breaches or defaults of any
kind under any circumstances.
Section 2.09 Venue. This Agreement will be construed in accordance with Texas law. Venue .
for any action arising hereunder will be in Williamson County, Texas.
Section 2.10 Statutory Authority. This Agreement is made in part under the authority
conferred in Chapter 791, Texas Government Code and Chapter 552, Texas Local Government Code.
Section 2.11 Agreement for Benefit of the Cities. This Agreement is made for the exclusive
benefit of the Cities only, and not for any third party or parties, and such third parties may not assert any
rights or remedies under or by reason of this Agreement.
Section 2.12 Payments from Current Revenues. Any payments required to be made by a
City under this Agreement will be paid from current revenues or other funds lawfully available to the City
for such purpose.
Section 2.13 Cooperation. The Parties agree to cooperate at all times in good faith to
effectuate the purposes and intent of this Agreement.
Section 2.14 Entire Agreement. This Agreement constitutes the entire agreement among the
Cities with respect to the matters described herein.
Section 2.15 Applicable Law. This Agreement will be governed by and construed in
accordance with the laws of the State, and the obligations, rights, and remedies of the Cities hereunder
will be determined in accordance with such laws without reference to the laws of any other state or
jurisdiction, except for applicable federal laws, rules, and regulations.
Section 2.16 Multiple Counterparts. This Agreement may be executed in multiple
counterparts, each of which will be an original and all of which together will constitute but one and the
same instrument.
IN WITNESS WHEREOF, the Cities hereto acting under authority of their respective governing bodies
has caused this Agreement to be duly executed as of the day and year first above written.
** SIGNATURE PAGES TO FOLLOW **
C!
CITY OF AUSTIN, TEXAS
By:
iqtoUer—t Goode, P.E., Assistant City Manager
CITY OF OUND ROCK, TEXAS
By:
n4'/6�4'z
A1ett+fe6r4w,Mayor
Attest:
By: fm
Sara White, City Clerk y
City of Round Rock
ROUND ROCK
TEXAS Agenda Item Summary
Agenda Number:
Title: Consider executing an agreement with the City of Austin regarding
payments to the City of Round Rock related to the Brushy Creek Regional
Wastewater System.
Type: City Manager Item
Governing Body: City Manager Approval
Agenda Date: 2/3/2017
Dept Director: Michael Thane, Director of Utilities and Environmental Services
Cost:
Indexes:
Attachments: ILA_CityofAustin_PaymentReimbursement.docx,
LAF_CityofAustin_PaymentReimbursement.pdf
Department: Utilities and Environmental Services
Text of Legislative File CM -2017-1310
Consider executing an agreement with the City of Austin regarding payments to the
City of Round Rock related to the Brushy Creek Regional Wastewater System.
The Brushy Creek Regional Wastewater System (BCRWWS) is a wastewater collection
and treatment system that is owned by the cities of Austin, Round Rock, and Cedar
Park. The Brazos River Authority operates and maintains the BCRWWS for the cities,
and annual funding for estimated expenses are included in each City's budget. The
Cities provide management oversight and recommendations to the Brazos River
Authority (BRA) by and through the Operations Committee composed of
representatives from each City. Austin and Round Rock recognize that substantial
benefits are derived from joint cooperation with each other in the administration,
planning, financing, and construction of wastewater infrastructure that is owned by the
BCRWWS.
The purpose of this Agreement is to establish the terms and conditions under which
Round Rock initially funds and make payments on behalf of Austin for certain expenses
related to the operation and maintenance of the BCRWWS. This process and the
payments made by Round Rock will result in the reduction of the amount of
administrative expenses charged by the BRA to owners of the BCRWWS. Round Rock
will obtain the Operations Committee approval of shared expenses prior to Round
City of Round Rock Page 1 Printed on 21212017
Agenda Item Summary Continued (CM -2017-1310)
Rock actually obtaining services and goods provided by vendors, if not an emergency.
Austin shall reimburse Round Rock within 30 calendar days of receipt of an invoice
attached to reasonable documentation requested by Austin.
City of Round Rock Page 2 Printed on 2/2/2017