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R-07-09-27-15D3 - 9/27/2007 RESOLUTION NO. R-07-09-27-15D3 WHEREAS, in January of 1986, the City of Round Rock, Texas ("City") and Meadows at Chandler Creek Municipal Utility District ("District" ) entered into a Fire Protection Agreement ( "Agreement") , whereby the District obtained the benefit of fire protection services from the City for a term spanning the life of the District; and WHEREAS, in May of 2006, the voters within a certain area of Williamson County, Texas, including the District, voted to establish the Williamson County Emergency Services District No. 9 ( "ESD No. 911) ; WHEREAS, in May of 2007, the City and ESD No. 9 entered into an Interlocal Agreement for fire protection and other emergency services within the defined boundaries of ESD No. 9; and WHEREAS, the City and the District would like to terminate the Agreement in order to relieve residents and businesses of the District from paying twice for the same service; and WHEREAS, the City Council wishes to authorize the Mayor to execute an Agreement to Terminate Fire Protection Agreement with Meadows at Chandler Creek Municipal Utility District, 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 an Agreement to Terminate Fire Protection Agreement, a copy of same being attached hereto as Exhibit "A" and incorporated herein. 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 0:\wdox\RESOLUTI\R70927D3.WPD/smc 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 27th day of September, 2007 . 00 LL, Mayor City of Round Rock, Texas A TEST: CHRISTINE R. MARTINEZ, City Secre tdry 2 THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § AGREEMENT TO TERMINATE FIRE PROTECTION AGREEMENT THIS AGREEMENT TO TERMINATE FIRE PROTECTION AGREEMENT ("Agreement to Terminate") is hereby made and entered into as of the day of , 2007, by and between the CITY OF ROUND ROCK, TEXAS ("City"), a home-rule municipality of the State of Texas, and the MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT ("District") a body politic and corporate and a governmental agency of the State of Texas created pursuant to Article XVI, Section 59 of the Texas Constitution and operating under the provisions of the Texas Water Code. The City and District are herein referred to as "the Parties." WHEREAS, the Parties previously entered into a Fire Protection Agreement dated January 23, 1986 whereby the District obtained the benefit of fire protection services of the City for a term spanning the life of the District; and WHEREAS, at an election held May 13, 2006, voters within a certain area of Williamson County, Texas, including the District in its entirety, voted to establish the Williamson County Emergency Services District No. 9 ("ESD No. 9"), pursuant to Chapter 775 of the Texas Health and Safety Code, to provide fire protection and other emergency services to the residences and businesses within ESD No. 9; and WHEREAS, the City and ESD No. 9 entered into an Interlocal Agreement For Fire Protection and Emergency Services dated May 24, 2007, whereby ESD No. 9 contracted with the City to provide fire protection and other emergency services within the defined boundaries of ESD No. 9; and WHEREAS, residents and businesses located in the District are paying the City for fire protection pursuant to the above referenced Fire Protection Agreement and paying taxes to ESD No. 9 for fire protection, which is being provided by the City pursuant to the above-referenced Interlocal Agreement; and WHEREAS, the Parties wish to terminate the above-referenced Fire Protection Contract in order to relieve the residents and businesses of the District from paying twice for the same services: NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: 118567/0122.0703/ps EXHIBIT "AII I. DESCRIPTION OF AGREEMENT 1. This Agreement to Terminate concerns the agreement made between the Parties on January 23, 1986 entitled Fire Protection Agreement involving the provision of fire protection and emergency services by the City for the benefit of the District. 2. This Agreement to Terminate is not intended to affect any other agreements and shall not be construed to have any effect on any agreement other than the above-referenced Fire Protection Agreement made between the Parties. II. TERMINATION 1. The Parties hereby mutually understand and agree that the subject agreement is to be terminated effective January 1, 2007, it being agreed that provisions regarding notice in such agreement, if any, are hereby waived by the parties to this agreement. 2. The termination of the subject agreement on the agreed effective date shall not affect any of the rights or obligations of either parties to the subject agreement accruing prior to such effective date. 3. Any payments required or due from any party under the subject contract shall be made promptly on proper invoice therefore. 4. Acknowledgement and agreement to the foregoing termination will be evidenced by the parties' signatures below. III. MISCELLANEOUS PROVISIONS 1. No Third Party Beneficiaries. No term or provision of this Agreement to Terminate is intended to, or shall, create any rights in any person, firm, corporation, or other entity not party hereto, and no such person or entity shall have any cause of action hereunder. 2. No Other Relationship. No term or provision in this Agreement to Terminate is intended to create a partnership,joint venture, or agency agreement between and of the Parties. 3. No Waiver of Defenses. No Party to this Agreement to Terminate 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 to Terminate and performance of the covenants contained within. 4. Governing Law and Venue. The Parties agree that this Agreement to Terminate and all disputes arising thereunder shall be governed by the laws of the State of Texas, and that 2 exclusive venue for any action arising under this Agreement to Terminate shall be in Williamson County, Texas. 5. Force Majeure. 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. 6. 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. 7. Approval. This Agreement has been duly and properly approved by each Party's governing body and constitutes a binding obligation on each Party. 8. 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 to Terminate does not preclude the exercise of another right or remedy. Rights and remedies under this Agreement to Terminate are cumulative and are not exclusive of other rights or remedies provided by law. 9. Paragraph Heading. The various paragraph headings are inserted for convenience of reference only, and shall not affect the meaning or interpretation of this Agreement to Terminate or any section thereof. 10. 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 to Terminate is severable and the decree shall not affect the remainder of the Agreement to Terminate. The remainder of the Agreement to Terminate shall be and continue in full force and effect. 11. Open Meetings Act. The Parties hereby represent and affirm that this Agreement to Terminate was adopted in an open meeting held in compliance with the Texas Open Meetings Act(Tex. Gov. Code, Ch. 551), as amended. 12. Counterparts. This Agreement to Terminate may be executed in multiple counterparts which, when taken together, shall be considered as one original. 13. Effective Date. This Agreement to Terminate is made to be effective on January 1, 2007, notwithstanding the dates accompanying the signatures below. 3 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: FOR CITY, APPROVED AS TO FORM: CHRISTINE R. MARTINEZ, City Secretary STEPHAN L. SHEETS, City Attorney APPROVED by the MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT in its meeting held on the day of , 2007, and executed by its authorized representative. MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT By: XXXXXX, President, Board of Directors Date Signed: ATTEST: XXXXXX, Secretary 4 DATE: September 20, 2007 SUBJECT: City Council Meeting - September 27, 2007 ITEM: 15D3. Consider a resolution authorizing the Mayor to execute an agreement to terminate fire protection for the Meadows of Chandler Creek Municipal Utility District. Deg)artment: Administration Staff Person: David Kautz, Assistant City Manager/Chief Financial Officer Justification: City of Round Rock and Meadows of Chandler Creek MUD would like to terminate the current fire protection agreement in order to relieve residents and businesses of the MUD from paying twice for the same service. Funding: Cost: N/A Source of funds: N/A Outside Resources: Meadows of Chandler Creek MUD Background Information• City of Round Rock and Meadows of Chandler Creek MUD entered into a fire protection agreement dated January 23, 1986. By an election held on May 13, 2006 voters approved the creation of the Williamson County Emergency Services District No. 9 (ESD No. 9). The City and ESD No. 9 entered into an Interlocal Agreement for fire protection and other emergency services within the defined boundaries of ESD No. 9. Public Comment: N/A EXECUTED DOCUMENT FOLLOWS RECEI VE0 Ccr Zoo1 THE STATE OF TEXAS § COUNTY OF WILLIAMSON § KNOW ALL BY THESE PRESENTS: § AGREEMENT TO TERMINATE FIRE PROTECTION AGREEMENT THIS AGREEMENT TO TERMINATE FIRE PROTECTION AGREEMENT ("Agreement to Terminate") is hereby made and entered into as of the a 7 ay of September, 2007, by and between the CITY OF ROUND ROCK, TEXAS ("City"), a home-rule municipality of the State of Texas, and the MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT("District") a body politic and corporate and a governmental agency of the State of Texas created pursuant to Article XVI, Section 59 of the Texas Constitution and operating under the provisions of the Texas Water Code. The City and District are herein referred to as "the Parties." WHEREAS, the Parties previously entered into a Fire Protection Agreement dated January 23, 1986 (the "Fire Protection Agreement"), whereby the District obtained the benefit of fire protection services of the City for a term spanning the life of the District; and WHEREAS, at an election held May 13, 2006, voters within a certain area of Williamson County, Texas, including the District in its entirety, voted to establish the Williamson County Emergency Services District No. 9 ("ESD No. 9"), pursuant to Chapter 775 of the Texas Health and Safety Code, to provide fire protection and other emergency services to the residences and businesses within ESD No. 9; and WHEREAS, the City and ESD No. 9 entered into an Interlocal Agreement For Fire Protection and Emergency Services dated May 24, 2007 (the "Interlocal Agreement"), whereby ESD No. 9 contracted with the City to provide fire protection and other emergency services within the defined boundaries of ESD No. 9; and WHEREAS, residents and businesses located in the District are paying the City for fire protection pursuant to the Fire Protection Agreement and paying taxes to ESD No. 9 for fire protection, which is being provided by the City pursuant to the Interlocal Agreement; and WHEREAS, the Parties wish to terminate the Fire Protection Agreement in order to relieve the residents and businesses of the District from paying twice for the same services: NOW, THEREFORE, for and in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: 118567/0122.0703/ps g- b7 - 09 - a7 - 1SJ3 I. DESCRIPTION OF AGREEMENT 1. This Agreement to Terminate concerns the Fire Protection Agreement involving the provision of fire protection and emergency services by the City for the benefit of the District. 2 Except as provided in Section II.3. below, this Agreement to Terminate is not intended to affect any other agreements and shall not be construed to have any effect on any agreement other than the Fire Protection Agreement made between the Parties. II. TERMINATION 1. The Parties hereby mutually understand and agree that the Fire Protection Agreement is to be terminated effective January 1, 2007, it being agreed that provisions regarding notice in the Fire Protection Agreement, if any, are hereby waived by the parties to this Agreement to Terminate. 2. The termination of the Fire Protection Agreement on the agreed effective date shall not affect any of the rights or obligations of either Parties accruing prior to such effective date, provided that the Parties agree that the residential and business customers within the District will be credited for payments made to the City during calendar year 2007 for fire protection services. 3. The Parties agree to amend that certain Agreement Concerning Creation and Operation of The Meadows at Chandler Creek Municipal Utility District dated June 26, 1986,by and between the City, The Meadows at Chandler Creek Venture, and the District, at a subsequent time to delete all provisions providing for the City to provide fire protection services to the District. 4. Any payments required or due from either Party under the Fire Protection Agreement shall be made promptly on proper invoice therefore. 5. Acknowledgement and agreement to the foregoing termination is evidenced by the Parties' signatures below. III. MISCELLANEOUS PROVISIONS 1. No Third Party Beneficiaries. No term or provision of this Agreement to Terminate is intended to, or shall, create any rights in any person, firm, corporation, or other entity not a party hereto, and no such person or entity shall not have any cause of action hereunder. 2. No Other Relationship. No term or provision in this Agreement to Terminate is intended to create a partnership,joint venture,or agency agreement between and of the Parties. 118567/0122.0703/ps 3. No Waiver of Defenses. No Party to this Agreement to Terminate 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 to Terminate and performance of the covenants contained within. 4. Governing Law and Venue. The Parties agree that this Agreement to Terminate and all disputes arising thereunder shall be governed by the Iaws of the State of Texas, and that exclusive venue for any action arising under this Agreement to Terminate shall be in Williamson County, Texas. 5. Force Majeure. Notwithstanding any other provisions of this Agreement to Terminate 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 to Terminate if such failure to perfonn, 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 to Terminate by the Parties. 6. Entire Agreement. This Agreement to Terminate constitutes the entire agreement of the Parties regarding the subject matter contained herein. The Parties may not modify or amend this Agreement to Terminate, except by written agreement approved by the governing bodies of each Party and duly executed by both Parties. 7. Approval. This Agreement to Terminate has been duly and properly approved by each Party's governing body and constitutes a binding obligation on each Party. 8. Non-Waiver. A Party's failure or delay to exercise a right or remedy does not constitute a waiver of the right or remedy. Any exercise of a right or remedy under this Agreement to Tenminate does not preclude the exercise of another right or remedy. Rights and remedies under this Agreement to Terminate are cumulative and are not exclusive of other rights or remedies provided by law. 9. Paragraph Headings. The various paragraph headings are inserted for convenience of reference only, and shall not affect the meaning or interpretation of this Agreement to Terminate or any section thereof. 10. Severability. The Parties agree that in the event any provision of this Agreement to Terminate is declared invalid by a court of competent jurisdiction, that part of the Agreement to Terminate is severable, and the decree shall not affect the remainder of the Agreement to Tenninate, which shall be and continue in full force and effect. 3 11. Open Meetings Act. The Parties hereby represent and affirm that this Agreement to Terminate was adopted in an open meeting held in compliance with the Texas Open Meetings Act(Tex. Gov. Code, Ch. 551), as amended. 12. Counterparts. This Agreement to Terminate may be executed in multiple counterparts which, when taken together, shall be considered as one original. 13. Effective Date. This Agreement to Terminate is made to be effective on January 1, 2007, notwithstanding the dates accompanying the signatures below. APPROVED by the City Council, City of Round Rock, Texas, in its meeting held on the day of September, 2007, and executed by its authorized representative. CITY OF ROUND ROCK,TEXAS By: NYLE MAXWELL, Mayor Date Signed: ATTEST: FOR CITY, APPROVED AS TO FORM: CHRISTINE R. MARTINEZ, City Secretary STEPHAN L. SHEETS, City Attorney APPROVED by the MEADOWS A CHANDLER CREEK MUNICIPAL UTILITY DISTRICT in its meeting held on the ) Iy of September, 2007, and executed by its authorized representative. MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT By: Nancy Bel cis, Presid t, Board of Directors Date Signed: Zt7 ATTEST *eertohlford, Secr ary 4 Austin_1\503178\4 19239-1 9./25/2007 ti APPROVED by the City Council, City of Round Rock, Texas, in its meeting held on the 01 1 day of (�, 2007, and executed by its authorized representative. CIMAXW4tELL:, M:ayor By: Date Signed: a']-0 7 ATTEST: FOR CITY, APPROVED AS TO FORM: "Secretar STEPHL.CHRISTINE R. MARTINEZ, SHEETS, City Attorney APPROVED by the MEADOWS AT CHANDLER CREEK MUNICIPAL,UTILITY DISTRICT in its meeting held on the day of , 2007, and executed by its authorized representative. MEADOWS AT CHANDLER CREEK MUNICIPAL UTILITY DISTRICT By: XXXXXX, President, Board of Directors Date Signed: ATTEST: XXXXXX, Secretary 4