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R-07-07-26-10B1 - 7/26/2007 RESOLUTION NO. R-07-07-26-10B 1 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A. , authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Agreement with the Travis County Emergency Services District #2 for automatic aid assistance for fire department services, 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 said Interlocal Agreement, 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 26th day of July, 2007 . NVtUAV�LL, Mayor City ol Round Rock, Texas A ST• , f CHRISTINE R. MARTINEZ, City Sec#etary O:\wdox\RESOLUTI\R70726B1.WPD/rmc THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § INTERLOCAL AGREEMENT FOR AUTOMATIC AID ASSISTANCE FOR FIRE DEPARTMENT SERVICES BETWEEN THE CITY OF ROUND ROCK,TEXAS AND THE TRAVIS COUNTY EMERGENCY SERVICES DISTRICT#2 This Interlocal Agreement (the "Agreement") is made and entered into by and between the CITY OF ROUND ROCK, TEXAS ("Round Rock"), a home-rule municipal corporation of the State of Texas, and the TRAVIS COUNTY EMERGENCY SERVICES DISTRICT #2 (the "District" or "Travis County ESD #2), an emergency services district of the State of Texas. Round Rock and Travis County ESD#2 are herein referred to as"the Parties." WHEREAS, Texas Government Code, Chapter 791, Texas Interlocal Cooperation Act, Sections 791.003(3)(B), and 791.003(4)(A) allow local governments, including special districts, to contract with one another to perform governmental functions and services, including fire protection; and WHEREAS, Round Rock and Travis County ESD#2 mutually desire to be subject to the provisions of the cited Interlocal Cooperation Act, specifically with reference to Sections 791.006(a), 791.006(a-1), 791.006(d), 791.011(a), 791.011(c)(2), 791.011(d), 791.011(e), and 791.011(f); and WHEREAS, Round Rock's fire department responds to all calls for assistance within the area shown on "Exhibit A" to this Agreement, either by the area being within the Round Rock City limits or by contract with Williamson County Emergency Services District #9 (ESD #9), said"Exhibit A"being attached hereto and incorporated herein by reference for all purposes; and WHEREAS, the Plfugerville fire department responds to all calls for assistance within the area of Travis County shown on Exhibit "A" to this Agreement, said Exhibit "A" being attached hereto and incorporated herein by reference for all purposes; and WHEREAS, the area shown on Exhibit "A" is the area where the Parties intend to cooperate with each other in accordance with the terms of this Agreement in order to allow for better and more efficient service regarding response to structure fires; and WHEREAS, it is the desire of Round Rock and Travis County ESD #2 to join in this Agreement to coordinate dispatching and response to emergencies requiring a response from the Parties' respective fire departments in the area shown on Exhibit"A"; and WHEREAS, the joint operation of stated services would be mutually beneficial and not detrimental to Round Rock; and WHEREAS, the joint operation of stated services would be mutually beneficial and not detrimental to Travis County ESD#2; and WNW "A" WHEREAS, the Parties intend that the automatic aid described in this Agreement requires the response of equipment to the area for structure fires. The Parties understand and agree that, although automatic aid does not ensure that a Party's community will receive the exact same amount of assistance as it gives, it does mean that the Parties will provide some assistance outside their jurisdictional boundaries and that the level of service delivered will be comparable to the level of service in other areas served by the Parties; and WHEREAS, it is further the determination of each of the Parties hereto that the decision to enter into this Agreement constitutes a fundamental policy of the Parties hereto which is automatic in nature, and includes the determination of the proper use of resources available with respect to the providing of fire protection services and the utilization of existing resources of each of the Parties hereto,including the use of equipment and personnel. NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein,the Parties agree as follows: 1. Description of the Automatic Aid Area. The area that is the subject of this Agreement is the area shown on Exhibit"A"and referred to herein as the"Automatic Aid Area." 2. Protocol for Responding to Calls for Fire Services in the Automatic Aid Area. The Parties agree that within the Automatic Aid Area the following standard service criteria shall be the primary response system protocol for assistance in responding to calls for service that are within the standard scope of services provided by the fire departments of the Parties: A. The Parties agree that when a call for assistance occurring within the Automatic Aid Area is received from the respective Dispatch/Communication Center, each Party will dispatch the response following the dispatching sequences identified, agreed to, and loaded on each Parties Computer Aided Dispatch system and specifically identified to respond under this Agreement. If resources are not available to respond to the call, then the Party who cannot respond shall have the duty to immediately notify the other Party. B. The Parties will each use a standardized National Incident Management System (NIMS), and Minimum Company Standards (basic evolutions used in the fire service), for efficient management of the emergency and for the safety of firefighters through the use of standard terminology, reporting relationships, and support structures. C. Each Party shall each retain ownership of any equipment or property it brings to the performance of this Agreement, and each Party shall retain ultimate control of its employees. D. The Parties agree that the "time of dispatch" shall be the point in time at which the Dispatch/Communication Center has notified a station (or a responding unit if out of station) of the call through the station alert system, pager, radio, phone, or MDT/MCT. 2 E. The Parties agree that "response time" shall be measured from the time of dispatch to time of arrival-on-scene. F. Except as otherwise specifically agreed to by both Parties for particular incidents, neither Party shall be reimbursed by the other Party for any costs incurred in responding to an emergency in the Automatic Aid Area. In the event of declared disasters, participants may apply for reimbursement from county, state, and federal agencies. 3. Effect of this Agreement on Mutual Aid Agreements. Calls for service outside the boundaries of the Automatic Aid Area will be considered calls for mutual aid under the separate Mutual Aid Agreement between the Parties,under which Mutual Aid Agreement a response to a request for aid is at the sole discretion of the Party in whose jurisdiction the response is required. To the extent there is a conflict between this Agreement and any another Mutual Aid Agreement to which either Party may be subject, the provisions of those Mutual Aid Agreements shall be subordinate to this Agreement in the Automatic Aid Area. In addition, nothing in this Agreement shall limit the ability of either Party from agreeing to participate in more specific contracts or services, mutual assistance or automatic response, nor shall this Agreement prohibit any Party from providing emergency assistance to another jurisdiction which is not a participant in the Agreement. 4. Compatibility of Equipment. To ensure compatibility of equipment, the Parties shall work together to develop and maintain a mutually agreed-upon inventory of equipment based upon minimum NFPA standards. The Parties agree that engines and ladders shall have a constant staffing level of at least three(3)trained personnel at all times. Auxiliary vehicles, such as rescues and brush rigs, shall be staffed with at least two (2) trained personnel. 5. Joint Training. The Parties shall work together to identify opportunities to participate in joint training, including entry-level training, mini-academies, refresher training and systems training. 6. Cooperative Procedures and Protocols. The Parties shall work together to develop mutually acceptable cooperative procedures and protocols, consistent with the terms of this Agreement, and with the NFPA and ISO recommendations. Such protocols shall include provisions for standardized response criteria, and may also include protocols regarding communications coordination, training, health and safety, fire prevention, public education, fire investigations, and other activities that will enhance the ability of the Parties' fire departments to fulfill their missions. 7. Liabilily. Pursuant to Section 791.006(a) of the Texas Government Code, the Party that would have been responsible for furnishing services in the absence of this Agreement is responsible for any civil liability that arises from the furnishing of those services. 8. No Third Party Beneficiaries. No term or provision of this Agreement is intended to, or shall, create any rights in any person, firm, corporation, or other entity not a party hereto, 3 and no such person or entity shall have any cause of action hereunder, except as specifically set forth herein. 9. Term. This Automatic Aid Agreement shall commence upon signing by the Parties and shall continue in force until August 31, 2008, and shall automatically renew on September 1 of each following year unless terminated by formal act of the Parties to this Agreement. 10. Termination. Either Party may terminate this Agreement by giving at least thirty (30) days notice in writing to the other Party and the District. This Agreement may not be terminated,modified,or amended without the agreement of both Parties. 11. No Other Relationship. No term or provision in this Agreement is intended to create a partnership,joint venture, or agency arrangement between and of the Parties. 12. Current Revenues. Pursuant to Section 791.011(d)(3) of the Texas Government Code, each Party performing services or furnishing aid pursuant to this Agreement shall do so with funds available from current revenues of the Party. No Party shall have any liability for the failure to expend funds to provide aid hereunder. 13. No Waiver of Defenses. No Party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants contained within. 14. Five Year Review. This Agreement shall be reviewed by all Parties every five (5) years or as deemed necessary. 15. Amendment, This Agreement may be amended only by the mutual written consent of the Parties. 16. Governing Law. The Parties agree that this Agreement and all disputes arising thereunder shall be governed by the laws of the State of Texas. 17. Notices. All notices, demands and requests, including invoices which may be given or which are required to be given by either Party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when: (i) personally delivered to the intended recipient; (ii) three (3) days after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the Party to whom the notice was given; (iv) deposited into the custody of a recognized overnight delivery service such as Federal Express Corporation, Emery, or Lone Star Overnight, addressed to such recipient at the address specified below; or (v) sent by facsimile, telegram or telex, provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance with one of the other provisions set forth above. For purposes of this section, addresses for all notices are as follows (unless changed by similar notice in writing given by the particular entity whose address is to be changed): 4 City of Round Rock: Attn: City Manager 221 East Main Street Round Rock,Texas 78664 Phone: (512)218-5565 Fax: (512)218-7041 District: Travis County Emergency Services District No. 2 Attn: President, Board of Commissioners 203 E. Pecan St. Pflugerville,Texas 78660 Phone: (512)251-2801 Fax: (512) 990-1125 18. Default. Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement if such failure to perform, delay or default arises out of causes beyond the control and without the fault or negligence of the Party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the Parties. 19. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the subject matter contained herein. The Parties may not modify or amend this Agreement, except by written agreement approved by the governing bodies of each Party and duly executed by both Parties. 20. Approval. This Agreement has been duly and properly approved by each Party's governing body and constitutes a binding obligation on each Party. 21. Assignment. Except as otherwise provided in this Agreement, a Party may not assign this Agreement or subcontract the performance of services without first obtaining the written consent of the other Party. 22. Non -nation and Fiscal Fundine. The obligations of the Parties under this Agreement do not constitute a general obligation or indebtedness of either Party for which such Party is obligated to levy, pledge, or collect any form of taxation, and such obligations may be terminated at the end of a Party's fiscal year if the governing body of such Party does not appropriate sufficient funds to continue the services provided under this Agreement. 23. Non-Waiver. A Party's failure or delay to exercise a right or remedy does not constitute a waiver of the right or remedy. An exercise of a right or remedy under this Agreement 5 does not preclude the exercise of another right or remedy. Rights and remedies hereunder are cumulative and not exclusive of other rights or remedies provided by law. 24. Paragraph Headings. The various paragraph headings are inserted for convenience of reference only, and shall not affect the meaning or interpretation of this Agreement or any section thereof. 25. Dispute Resolution. If a dispute arises under this Agreement, the Parties agree to first try to resolve the dispute by referring same to the City Manager of Round Rock and to the President of the Board of Commissioners of the District. Round Rock and ESD#2 hereby expressly agree that no claims or disputes between the Parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 26. Severability. The Parties agree that in the event any provision of this Agreement is declared invalid by a court of competent jurisdiction that part of the Agreement is severable and the decree shall not affect the remainder of the Agreement. The remainder of the Agreement shall be and continue in full force and effect. 27. Open Meetings Act. The Parties hereby represent and affirm that this Agreement was adopted in an open meeting held in compliance with the Texas Open Meetings Act(Tex. Gov. Code,Ch. 551), as amended. 28. Counterparts. This Agreement may be executed in multiple counterparts which, when taken together, shall be considered as one original. 29. Effective Date. This Agreement is made to be effective on the latest date accompanying the signatures below. APPROVED by the City Council, City of Round Rock, Texas, in its meeting held on the day of , 2007, and executed by its authorized representative. CITY OF ROUND ROCK, TEXAS By: NYLE MAXWELL, Mayor Date Signed: ATTEST: CHRISTINE R. MARTINEZ, City Secretary FOR CITY,APPROVED AS TO FORM: STEPHAN L. SHEETS, City Attorney 6 APPROVED by the Travis County ESD #2 Board of Commissioners in its meeting held on the day of ,2007, and executed by its authorized representative. EMERGENCY SERVICES DISTRICT No.2 By: Terry Struble, President, Board of Commissioners Date Signed: ATTEST: By: Maize Hamilton, Secretary, Board of Commissioners FOR TRAVIS COUNTY ESD#2, APPROVED AS TO FORM: By: 7 DATE: July 20, 2007 SUBJECT: City Council Meeting - July 26, 2007 ITEM: 1061. Consider a resolution authorizing the Mayor to execute an agreement for automatic aid assistance for fire services between the City of Round Rock and the Travis County Emergency Services District No. 2. Department: Fire Department Staff Person: Larry Hodge, Fire Chief Justification: Staff recommends the approval of this agreement between City of Round Rock and the Travis County Emergency Services District #2. This agreement would allow joint operations of fire services that would mutually benefit the City of Round Rock and Travis County Emergency Services District #2. Fundina: Cost: N/A Source of funds: N/A Outside Resources: N/A Backaround Information: The City of Round Rock and Travis County Emergency Services District #2 have areas shown in Exhibit"A"where joint operations would greatly enhance fire services with automatic aid assistance and allow both parties to retain enough assets to provide fire services to their primary areas of responsibility. Public Comment: N/A EXECUTED DOCUMENT F*-L. Lo' W-, S THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § INTERLOCAL AGREEMENT FOR AUTOMATIC AID ASSISTANCE FOR FIRE DEPARTMENT SERVICES BETWEEN THE CITY OF ROUND ROCK,TEXAS AND THE TRAVIS COUNTY EMERGENCY SERVICES DISTRICT#2 This Interlocal Agreement (the "Agreement") is made and entered into by and between the CITY OF ROUND ROCK, TEXAS ("Round Rock"), a home-rule municipal corporation of the State of Texas, and the TRAVIS COUNTY EMERGENCY SERVICES DISTRICT #2 (the "District" or "Travis County ESD #2), an emergency services district of the State of Texas. Round Rock and Travis County ESD#2 are herein referred to as"the Parties." WHEREAS, Texas Government Code, Chapter 791, Texas Interlocal Cooperation Act, Sections 791.003(3)(B), and 791.003(4)(A) allow local governments, including special districts, to contract with one another to perform governmental functions and services, including fire protection; and WHEREAS,Round Rock and Travis County ESD#2 mutually desire to be subject to the provisions of the cited Interlocal Cooperation Act, specifically with reference to Sections 791.006(a), 791.006(a-1), 791.006(d), 791.011(a), 791.011(c)(2), 791.011(d), 791.011(e), and 791.011(f); and WHEREAS, Round Rock's fire department responds to all calls for assistance within the area shown on "Exhibit A" to this Agreement, either by the area being within the Round Rock City limits or by contract with Williamson County Emergency Services District #9 (ESD #9), said"Exhibit A"being attached hereto and incorporated herein by reference for all purposes; and WHEREAS, the Plfugerville fire department responds to all calls for assistance within the area of Travis County shown on Exhibit "A" to this Agreement, said Exhibit "A" being attached hereto and incorporated herein by reference for all purposes; and WHEREAS, the area shown on Exhibit "A" is the area where the Parties intend to cooperate with each other in accordance with the terms of this Agreement in order to allow for better and more efficient service regarding response to structure fires; and WHEREAS, it is the desire of Round Rock and Travis County ESD #2 to join in this Agreement to coordinate dispatching and response to emergencies requiring a response from the Parties' respective fire departments in the area shown on Exhibit"A"; and WHEREAS, the joint operation of stated services would be mutually beneficial and not detrimental to Round Rock; and WHEREAS, the joint operation of stated services would be mutually beneficial and not detrimental to Travis County ESD#2; and WHEREAS, the Parties intend that the automatic aid described in this Agreement requires the response of equipment to the area for structure fires. The Parties understand and agree that, although automatic aid does not ensure that a Party's community will receive the exact same amount of assistance as it gives, it does mean that the Parties will provide some assistance outside their jurisdictional boundaries and that the level of service delivered will be comparable to the level of service in other areas served by the Parties; and WHEREAS, it is further the determination of each of the Parties hereto that the decision to enter into this Agreement constitutes a fundamental policy of the Parties hereto which is automatic in nature, and includes the determination of the proper use of resources available with respect to the providing of fire protection services and the utilization of existing resources of each of the Parties hereto, including the use of equipment and personnel. NOW,THEREFORE, for and in consideration of the mutual covenants and agreements contained herein,the Parties agree as follows: 1. Description of the Automatic Aid Area. The area that is the subject of this Agreement is the area shown on Exhibit"A"and referred to herein as the"Automatic Aid Area." 2. Protocol for Responding to Calls for Fire Services in the Automatic Aid Area. The Parties agree that within the Automatic Aid Area the following standard service criteria shall be the primary response system protocol for assistance in responding to calls for service that are within the standard scope of services provided by the fire departments of the Parties: A. The Parties agree that when a call for assistance occurring within the Automatic Aid Area is received from the respective Dispatch/Communication Center, each Party will dispatch the response following the dispatching sequences identified, agreed to, and loaded on each Parties Computer Aided Dispatch system and specifically identified to respond under this Agreement. If resources are not available to respond to the call, then the Party who cannot respond shall have the duty to immediately notify the other Party. B. The Parties will each use a standardized National Incident Management System (NIMS), and Minimum Company Standards (basic evolutions used in the fire service), for efficient management of the emergency and for the safety of firefighters through the use of standard terminology, reporting relationships, and support structures. C. Each Party shall each retain ownership of any equipment or property it brings to the performance of this Agreement, and each Party shall retain ultimate control of its employees. D. The Parties agree that the "time of dispatch" shall be the point in time at which the Dispatch/Communication Center has notified a station(or a responding unit if out of station) of the call through the station alert system, pager, radio, phone, or MDT/MCT. 2 E. The Parties agree that "response time" shall be measured from the time of dispatch to time of arrival-on-scene. F. Except as otherwise specifically agreed to by both Parties for particular incidents, neither Party shall be reimbursed by the other Party for any costs incurred in responding to an emergency in the Automatic Aid Area. In the event of declared disasters, participants may apply for reimbursement from county, state, and federal agencies. 3. Effect of this A&Lq ment on Mutual Aid Agreements. Calls for service outside the boundaries of the Automatic Aid Area will be considered calls for mutual aid under the separate Mutual Aid Agreement between the Parties,under which Mutual Aid Agreement a response to a request for aid is at the sole discretion of the Party in whose jurisdiction the response is required. To the extent there is a conflict between this Agreement and any another Mutual Aid Agreement to which either Party may be subject, the provisions of those Mutual Aid Agreements shall be subordinate to this Agreement in the Automatic Aid Area. In addition, nothing in this Agreement shall limit the ability of either Party from agreeing to participate in more specific contracts or services, mutual assistance or automatic response, nor shall this Agreement prohibit any Party from providing emergency assistance to another jurisdiction which is not a participant in the Agreement. 4. CompatibilitfEquipment. To ensure compatibility of equipment, the Parties shall work together to develop and maintain a mutually agreed-upon inventory of equipment based upon minimum NFPA standards. The Parties agree that engines and ladders shall have a constant staffing level of at least three(3)trained personnel at all times. Auxiliary vehicles, such as rescues and brush rigs, shall be staffed with at least two (2) trained personnel. 5. Joint Training. The Parties shall work together to identify opportunities to participate in joint training, including entry-level training, mini-academies, refresher training and systems training. 6. C_perative Procedures and Protocols. The Parties shall work together to develop mutually acceptable cooperative procedures and protocols, consistent with the terms of this Agreement, and with the NFPA and ISO recommendations. Such protocols shall include provisions for standardized response criteria, and may also include protocols regarding communications coordination, training, health and safety, fire prevention, public education, fire investigations, and other activities that will enhance the ability of the Parties' fire departments to fulfill their missions. 7. Liabili . Pursuant to Section 791.006(a) of the Texas Government Code, the Party that would have been responsible for furnishing services in the absence of this Agreement is responsible for any civil liability that arises from the furnishing of those services. 8. No Third Party Beneficiaries. No term or provision of this Agreement is intended to, or shall, create any rights in any person, firm, corporation, or other entity not a party hereto, 3 and no such person or entity shall have any cause of action hereunder, except as specifically set forth herein. 9. Term. This Automatic Aid Agreement shall commence upon signing by the Parties and shall continue in force until August 31, 2008, and shall automatically renew on September 1 of each following year unless terminated by formal act of the Parties to this Agreement. 10. Termination. Either Party may terminate this Agreement by giving at least thirty (30) days notice in writing to the other Party and the District. This Agreement may not be terminated,modified,or amended without the agreement of both Parties. 11. No Other Relationship. No term or provision in this Agreement is intended to create a partnership,joint venture, or agency arrangement between and of the Parties. 12. Current Revenues. Pursuant to Section 791.011(d)(3) of the Texas Government Code, each Party performing services or furnishing aid pursuant to this Agreement shall do so with funds available from current revenues of the Party. No Party shall have any liability for the failure to expend funds to provide aid hereunder. 13. No Waiver of Defenses. No Party to this Agreement waives or relinquishes any immunity or defense on behalf of itself, its officers, employees, and agents as a result of the execution of this Agreement and the performance of the covenants contained within. 14. Five Year Review. This Agreement shall be reviewed by all Parties every five (5) years or as deemed necessary. 15. Amendment. This Agreement may be amended only by the mutual written consent of the Parties. 16. Governing Law. The Parties agree that this Agreement and all disputes arising thereunder shall be governed by the laws of the State of Texas. 17. Notices. All notices, demands and requests, including invoices which may be given or which are required to be given by either Party to the other, and any exercise of a right of termination provided by this Agreement, shall be in writing and shall be deemed effective when: (i) personally delivered to the intended recipient; (ii) three (3) days after being sent, by certified or registered mail, return receipt requested, addressed to the intended recipient at the address specified below; (iii) delivered in person to the address set forth below for the Party to whom the notice was given; (iv) deposited into the custody of a recognized overnight delivery service such as Federal Express Corporation, Emery, or Lone Star Overnight, addressed to such recipient at the address specified below; or (v) sent by facsimile, telegram or telex, provided that receipt for such facsimile, telegram or telex is verified by the sender and followed by a notice sent in accordance with one of the other provisions set forth above. For purposes of this section, addresses for all notices are as follows (unless changed by similar notice in writing given by the particular entity whose address is to be changed): 4 City of Round Rock: Attn: City Manager 221 East Main Street Round Rock,Texas 78664 Phone: (512)218-5565 Fax: (512)218-7041 District: Travis County Emergency Services District No. 2 Attn: President, Board of Commissioners 203 E. Pecan St. Pflugerville,Texas 78660 Phone: (512)251-2801 Fax: (512)990-1125 18. Default. Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement if such failure to perform, delay or default arises out of causes beyond the control and without the fault or negligence of the Party otherwise chargeable with failure, delay or default; including but not limited to acts of God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this Agreement by the Parties. 19. Entire Agreement. This Agreement constitutes the entire agreement of the Parties regarding the subject matter contained herein. The Parties may not modify or amend this Agreement, except by written agreement approved by the governing bodies of each Party and duly executed by both Parties. 20. Approval. This Agreement has been duly and properly approved by each Party's governing body and constitutes a binding obligation on each Party. 21. Assignment. Except as otherwise provided in this Agreement, a Party may not assign this Agreement or subcontract the performance of services without first obtaining the written consent of the other Party. 22. Non-Appropriation and Fiscal Funding. The obligations of the Parties under this Agreement do not constitute a general obligation or indebtedness of either Party for which such Party is obligated to levy, pledge, or collect any form of taxation, and such obligations may be terminated at the end of a Party's fiscal year if the governing body of such Party does not appropriate sufficient funds to continue the services provided under this Agreement. 23. Non-Waiver. A Party's failure or delay to exercise a right or remedy does not constitute a waiver of the right or remedy. An exercise of a right or remedy under this Agreement 5 does not preclude the exercise of another right or remedy. Rights and remedies hereunder are cumulative and not exclusive of other rights or remedies provided by law. 24. Paragraph Headings. The various paragraph headings are inserted for convenience of reference only, and shall not affect the meaning or interpretation of this Agreement or any section thereof. 25. Dispute Resolution. If a dispute arises under this Agreement,the Parties agree to first try to resolve the dispute by referring same to the City Manager of Round Rock and to the President of the Board of Commissioners of the District. Round Rock and ESD#2 hereby expressly agree that no claims or disputes between the Parties arising out of or relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14)or any applicable state arbitration statute. 26. Severability. The Parties agree that in the event any provision of this Agreement is declared invalid by a court of competent jurisdiction that part of the Agreement is severable and the decree shall not affect the remainder of the Agreement. The remainder of the Agreement shall be and continue in full force and effect. 27. Open Meetings Act. The Parties hereby represent and affirm that this Agreement was adopted in an open meeting held in compliance with the Texas Open Meetings Act (Tex. Gov. Code, Ch. 551), as amended. 28. Counterparts. This Agreement may be executed in multiple counterparts which, when taken together, shall be considered as one original. 29. Effective Date. This Agreement is made to be effective on the latest date accompanying the signatures below. APPROVED by the City Council, City of Round Rock, Texas,in its meeting held on the XRR-day of 2 executed by its authorized representative. CITY OF R AS By: WELL,Mayor Date Signed: —01 to Q 17 ATTEST: CHRISTINE R. MARTINEZ, City Secretary FOR ,APP OVE AS TO FORM: ` w, STEPH L. S EETS, City Attorney 6 APPOVEDNa he,. ravis County ESD #2 Board of Commissioners in its meeting held on the�day of— 2007, and executed by its authorized representative. EMERGENCY SERVICES DISTRICT No.2 By: Terryle, President, Board of Commissioners Date igned: ATTEST: By: Maize H ilto Secretary, Board of Commissioners FOR TRAVIS COUNTY ESD#2, APPROVED AS TO FO By: 7 r ;,..,. `.,: "%°`z haw. "� -,`:.. s .. �.,,.� � ;+_?'.. '� a✓, .`y, s ., �,.,;",. ..�.:^ ;-':`^:. t; �r x '"..—/,,.a,r- yy e a v x r r r v � a a� IL f B# r AA ftom PFL AA 4 PFLU % RR Y LMITS FD � ' ESU LVIN�..