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BCRUA_R-10-04-21-8C RESOLUTION NO. R-10-04-21-8C WHEREAS, the Brushy Creek Regional Utility Authority ("BCRUA") desires to enter into an Interlocal Agreement with the City of Round Rock Regarding Administrative Services for the Regional Water Project, Now Therefore BE IT RESOLVED BY THE BRUSHY CREEK REGIONAL UTILITY AUTHORITY, That the Board President is hereby authorized and directed to execute on behalf of the BCRUA an Interlocal Agreement with the City of Round Rock Regarding Regional Water Project Administrative Services, a copy of same being attached hereto as Exhibit "A" and incorporated herein for all purposes. The Board 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 21st day of April , 2010 . MIT H FULLER, resident Bru by C Regional Utility Authority AT ST: jot Cowman, Secretary Ree BCRUA ILA w-CORR - RW Administrative Services (00189589) (2)-DOC INTERLOCAL AGREEMENT REGARDING REGIONAL WATER PROJECT ADMINISTRATIVE SERVICES THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § THIS INTERLOCAL AGREEMENT REGARDING REGIONAL WATER PROJECT ADMINISTRATIVE SERVICES (the "Agreement") is entered into on this the day of ' 2010 by and between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY, a Texas local government corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 ("BCRUA"), and the CITY OF ROUND ROCK, TEXAS, a Texas home-rule city, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 ("Round Rock"). In this Agreement, BCRUA and Round Rock are sometimes individually referred to as a"Party"and collectively referred to as the"Parties." RECITALS WHEREAS, BCRUA will need the services of skilled and experienced professional consultants and administrative support staff to perform certain necessary administrative services on behalf of the Regional Water Project; and WHEREAS,the purpose of this Agreement is to set forth the terms and conditions under which BCRUA will contract with Round Rock for provision of such personnel; and WHEREAS, BCRUA and Round Rock wish to document their agreement concerning the requirements and respective obligations of the Parties: NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements of the Parties contained in this Agreement,the Parties agree as follows: I. DEFINITIONS When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.01 "Agreement" means this "Interlocal Agreement Regarding Regional Water Project Administrative Services." 1.02 "BCRUA"means the Brushy Creek Regional Utility Authority. 1.03 "BCRUA System Project" means the collection of projects making up the current undertaking, to be on-going simultaneously in various stages and at various construction sites until approximately 2012. 00184650/jkg ��� 0140.4634 H EX 1.04 "Cost Allocation Percentages" mean the percentage of costs to be paid to BCRUA by BCRUA's member cities for the services of certain personnel, such percentages being delineated on the Master Contract, Exhibit D entitled "BCRUA Project Capacity and Cost Allocation, Updated July 23, 2008." 1.05 "Effective Date" means the last date of execution of this Agreement by the Parties, provided that both Parties must execute this Agreement for it to be effective. 1.06 "Master Contract" means the Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water Treatment and Distribution Project, dated September 2, 2008, and its attached exhibits, such Master Contract made by and between BCRUA,the City of Cedar Park,the City of Leander, and the City of Round Rock,Texas. 1.07 "Party"or"Parties"means the City of Round Rock and/or BCRUA, as applicable. 1.08 "Regional Water Project"means the regional water supply system which is intended to provide an additional 105.8 million gallons per day of potable water supply to meet future water demands of BCRUA member cities, based on projected population growth, as more fully delineated in the Preliminary Engineering Report (the"PER"). 1.09 "Support Costs and Administrative Costs"means all costs and expenses to be paid by BCRUA to Round Rock for the services of administrative and support personnel. 1.10 "Round Rock"means the City of Round Rock,Texas. H. GENERAL MANAGER 2.01 Provision of Administrative and Support Personnel; Required Services (A) Round Rock agrees to provide to BCRUA two (2) of Round Rock's employees and one (1) of Round Rock's legal consultants, mutually acceptable to the Parties, to serve as administrative and support personnel. (B) Such personnel designated to deliver administrative and support assistance will provide certain services to BCRUA in that capacity, such services being further delineated in Exhibit"A"attached hereto and incorporated herein by reference for all purposes. 2.02 Access to Work Product BCRUA and/or any of BCRUA's member cities shall be entitled to copies of any work product produced by the referenced personnel in connection with their services. The entity requesting a copy of such information shall pay all reasonable costs incurred in preparing and furnishing the copies. 2 III. PAYMENT FOR ADMINISTRATIVE SERVICES 3.01 All costs for administrative and support services shall be paid by BCRUA to Round Rock from funds appropriated in a budget approved by the cities, as amended, in accordance with this Article. BCRUA shall seek reimbursement from its member cities in accordance with the budget and Exhibit D of the Master Contract, which exhibit is entitled "BCRUA Project Capacity and Cost Allocation, Updated July 23, 2008." 3.02 Round Rock shall administer the compensation and other benefits paid to the referenced personnel, who shall be treated as employees and/or professional consultants of Round Rock. Each calendar quarter, Round Rock shall submit an invoice to BCRUA indicating the compensation,benefits, and all other associated costs paid by Round Rock to or on behalf of the referenced personnel. Following receipt of invoice, BCRUA shall forward its payment to Round Rock within thirty(30)business days of such receipt of invoice. IV. GENERAL PROVISIONS 4.01 Authority.This Agreement is made in part under the authority conferred in Chapter 791, Texas Government Code and Section 402.001, Texas Local Government Code. 4.02 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. 4.03 Payments from Current Revenues.Any payments required to be made by a Party under this Agreement will be paid from current revenues or other funds lawfully available to the Party for such purpose. 4.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding payment by the BCRUA to Round Rock for services of the referenced personnel, and supersedes all prior or contemporaneous understandings or representations, whether oral or written, regarding the subject matter. The Parties confirm that further agreements regarding the BCRUA System Project are contemplated and will not be affected or limited by this Agreement. 4.06 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 4.07 Applicable Law; Venue. This Agreement will be construed in accordance with Texas law. Venue for any action arising hereunder will be in Williamson County,Texas. 3 4.08 Notices. Any notices given under this Agreement will be effective if(i) forwarded to the other Party by hand-delivery; (ii) transmitted to the other Party by confirmed telecopy; or (iii) deposited with the U.S. Postal Service, postage prepaid, certified, to the address of the Party indicated below: ROUND ROCK: 221 East Main Street Round Rock,Texas 78664 Attn: James R.Nuse,P.E. Telephone: (512)218-5410 Facsimile:(512)218-7097 Email:jnus a ound-rock.tx.us with a copy to: Stephan L. Sheets 309 East Main Street Round Rock,Texas 78664-5264 Telephone: (512) 255-8877 Facsimile: (512)255-8986 Email: sllsheets_sheets-crossfield.com BCRUA: 221 East Main Street Round Rock,Texas 78664 Attn: Chris Lippe Telephone: (512)218-6617 Facsimile: (512)218-3242 Email: clippe@bcrua.org 4.09 Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or due to circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 4.10 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. 4.11 Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement. [Signatures appear on the following page] 4 CITY OF ROUND ROCK,TEXAS By: Printed Name: Ah Title: lVI�V oar' Date Signed: FOR CITY,ATTEST: By: Sara L. White, City Secretary FOR CITY, PRO7 AS TO FORM: By: L , Stepht L. Sheets, City Attorney BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: Printed Name: Title: Date Signed: FOR BCRUA,ATTEST: By: John Cowman, Secretary 5 EXHIBIT"A" SERVICES TO BE PROVIDED AND PERFORMED BY ADMINISTRATIVE AND SUPPORT PERSONNEL By Monique Adams,or successor to the same position: 1. Act as Administrator for the BCRUA SharePoint site. 2. Manage administrative documents on the SharePoint site. 3. Prepare BCRUA agendas and Board member packets. 4. Coordinate Board meetings. 5. Attend Board meetings, and take official minutes. b. Maintain proper records of official actions of the Board. 7. Schedule BCRUA-related meetings. 8. Attend Operations Committee meetings. 9. Assist the General Manager and the Program Manager with administrative duties. 10. Coordinate with City Manager(s)and Board representatives on BCRUA-related topics. By Saridon Chambless.or successor to the same position: I. Act as travel coordinator for the General Manager and the Program Manager. 2. Handle all timesheet duties for the General Manager and the Program Manager. By Stephan L.Sheets,Attorney at Law, or successor Weal consultant: I. Review and revise agendas for Board meetings. 2. Review individual submitted agenda items, and draft resolutions where appropriate. 3. Review open records requests. 4. Draft and review BCRUA contracts with third parties. 5. Review minutes drafts,in association with Monique Adams. 6 EXECUTED DOCUMENT FOLLOWS INTERLOCAL AGREEMENT REGARDING REGIONAL WATER PROJECT ADMINISTRATIVE SERVICES THE STATE OF TEXAS § § KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON § THIS INTERLOCAL AGREEMENT REGARDING REGIONAL WATER ZPWIECT AD NISTTIVE SERVICES (the "Agreement") is entered into on this the day of y iRA , 2010 by and between the BRUSHY CREEK REGIONAL UTILITY AUTHORITY, a Texas local government corporation, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 (`BCRUA"), and the CITY OF ROUND ROCK, TEXAS, a Texas home-rule city, whose offices are located at 221 East Main Street, Round Rock, Texas 78664-5299 ("Round Rock"). In this Agreement, BCRUA and Round Rock are sometimes individually referred to as a"Party" and collectively referred to as the"Parties." RECITALS WHEREAS, BCRUA will need the services of skilled and experienced professional consultants and administrative support staff to perform certain necessary administrative services on behalf of the Regional Water Project; and WHEREAS,the purpose of this Agreement is to set forth the terms and conditions under which BCRUA will contract with Round Rock for provision of such personnel; and WHEREAS, BCRUA and Round Rock wish to document their agreement concerning the requirements and respective obligations of the Parties: NOW, THEREFORE, in consideration of the foregoing premises and the mutual promises and agreements of the Parties contained in this Agreement, the Parties agree as follows: I. DEFINITIONS When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.01 "Agreement" means this "Interlocal Agreement Regarding Regional Water Project Administrative Services." 1.02 "BCRUA"means the Brushy Creek Regional Utility Authority. 1.03 "BCRUA System Project" means the collection of projects making up the current undertaking, to be on-going simultaneously in various stages and at various construction sites until approximately 2012. 00184650/jkg 0140.4634 �- �D-off-?S - l,0D3 -C Cr401 1.04 "Cost Allocation Percentages" mean the percentage of costs to be paid to BCRUA by BCRUA's member cities for the services of certain personnel, such percentages being delineated on the Master Contract, Exhibit D entitled "BCRUA Project Capacity and Cost Allocation, Updated July 23, 2008." 1.05 "Effective Date" means the last date of execution of this Agreement by the Parties, provided that both Parties must execute this Agreement for it to be effective. 1.06 "Master Contract" means the Master Contract for the Financing, Construction and Operation of the BCRUA Regional Water Treatment and Distribution Project, dated September 2, 2008, and its attached exhibits, such Master Contract made by and between BCRUA, the City of Cedar Park, the City of Leander, and the City of Round Rock, Texas. 1.07 "Party" or"Parties"means the City of Round Rock and/or BCRUA, as applicable. 1.08 "Regional Water Project" means the regional water supply system which is intended to provide an additional 105.8 million gallons per day of potable water supply to meet future water demands of BCRUA member cities, based on projected population growth, as more fully delineated in the Preliminary Engineering Report (the"PER"). 1.09 "Support Costs and Administrative Costs" means all costs and expenses to be paid by BCRUA to Round Rock for the services of administrative and support personnel. 1.10 "Round Rock"means the City of Round Rock, Texas. II. GENERAL MANAGER 2.01 Provision of Administrative and Support Personnel; Required Services (A) Round Rock agrees to provide to BCRUA two (2) of Round Rock's employees and one (1) of Round Rock's legal consultants, mutually acceptable to the Parties, to serve as administrative and support personnel. (B) Such personnel designated to deliver administrative and support assistance will provide certain services to BCRUA in that capacity, such services being further delineated in Exhibit "A" attached hereto and incorporated herein by reference for all purposes. 2.02 Access to Work Product BCRUA and/or any of BCRUA's member cities shall be entitled to copies of any work product produced by the referenced personnel in connection with their services. The entity requesting a copy of such information shall pay all reasonable costs incurred in preparing and furnishing the copies. 2 III. PAYMENT FOR ADMINISTRATIVE SERVICES 3.01 All costs for administrative and support services shall be paid by BCRUA to Round Rock from funds appropriated in a budget approved by the cities, as amended, in accordance with this Article. BCRUA shall seek reimbursement from its member cities in accordance with the budget and Exhibit D of the Master Contract, which exhibit is entitled "BCRUA Project Capacity and Cost Allocation, Updated July 23, 2008." 3.02 Round Rock shall administer the compensation and other benefits paid to the referenced personnel, who shall be treated as employees and/or professional consultants of Round Rock. Each calendar quarter, Round Rock shall submit an invoice to BCRUA indicating the compensation, benefits, and all other associated costs paid by Round Rock to or on behalf of the referenced personnel. Following receipt of invoice, BCRUA shall forward its payment to Round Rock within thirty(30)business days of such receipt of invoice. IV. GENERAL PROVISIONS 4.01 Authority. This Agreement is made in part under the authority conferred in Chapter 791, Texas Government Code and Section 402.001, Texas Local Government Code. 4.02 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. 4.03 Payments from Current Revenues. Any payments required to be made by a Party under this Agreement will be paid from current revenues or other funds lawfully available to the Party for such purpose. 4.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 4.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding payment by the BCRUA to Round Rock for services of the referenced personnel, and supersedes all prior or contemporaneous understandings or representations, whether oral or written, regarding the subject matter. The Parties confirm that further agreements regarding the BCRUA System Project are contemplated and will not be affected or limited by this Agreement. 4.06 Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 4.07 Applicable Law; Venue. This Agreement will be construed in accordance with Texas law. Venue for any action arising hereunder will be in Williamson County, Texas. 3 4.08 Notices. Any notices given under this Agreement will be effective if(i) forwarded to the other Party by hand-delivery; (ii) transmitted to the other Party by confirmed telecopy; or (iii) deposited with the U.S. Postal Service, postage prepaid, certified, to the address of the Party indicated below: ROUND ROCK: 221 East Main Street Round Rock, Texas 78664 Attn: James R. Nuse, P.E. Telephone: (512) 218-5410 Facsimile:(512) 218-7097 Email:jnuse ,round-rock.tx.us with a copy to: Stephan L. Sheets 309 East Main Street Round Rock, Texas 78664-5264 Telephone: (512) 255-8877 Facsimile: (512) 255-8986 Email: slsheetsgsheets-crossfield.com BCRUA: 221 East Main Street Round Rock, Texas 78664 Attn: Chris Lippe Telephone: (512) 218-6617 Facsimile: (512) 218-3242 Email: clippe@bcrua.org 4.09 Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented from performing any of their obligations hereunder by reasons for which they are not responsible or due to circumstances beyond their control. However, notice of such impediment or delay in performance must be timely given, and all reasonable efforts undertaken to mitigate its effects. 4.10 Counterparts. This Agreement may be executed simultaneously in multiple counterparts, each of which will be deemed an original, but all of which will constitute the same instrument. 4.11 Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement. [Signatures appear on the following page] 4 CITY OF ROUND ROCK, TEXAS By: /�Y-�-1 Printed Name: MAki Title: MI'y Date Signed: r-7 ) FOR CITY,ATTEST: By: �� "''`•� Sara L. White, City Secretary FOR C4StephL. ROV AS TO FORM: By: J. Sheets, City Attorney BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: Printed Na l h f2L1 k v' Title: Date Signed: T 21-4 C FOR RUA,ATTEST: By: hn Cowman, Secretary 5 EXHIBIT "A" SERVICES TO BE PROVIDED AND PERFORMED BY ADMINISTRATIVE AND SUPPORT PERSONNEL By Monique Adams, or successor to the same position: 1. Act as Administrator for the BCRUA SharePoint site. 2. Manage administrative documents on the SharePoint site. 3. Prepare BCRUA agendas and Board member packets. 4. Coordinate Board meetings. 5. Attend Board meetings, and take official minutes. 6. Maintain proper records of official actions of the Board. 7. Schedule BCRUA-related meetings. 8. Attend Operations Committee meetings. 9. Assist the General Manager and the Program Manager with administrative duties. 10. Coordinate with City Manager(s) and Board representatives on BCRUA-related topics. By Saridon Chambless, or successor to the same position: 1. Act as travel coordinator for the General Manager and the Program Manager. 2. Handle all timesheet duties for the General Manager and the Program Manager. By Stephan L. Sheets, Attorney at Law, or successor legal consultant: 1. Review and revise agendas for Board meetings. 2. Review individual submitted agenda items, and draft resolutions where appropriate. 3. Review open records requests. 4. Draft and review BCRUA contracts with third parties. 5. Review minutes drafts, in association with Monique Adams. 6 DATE: April 16, 2010 SUBJECT: BCRUA Board Meeting—April 21, 2010 ITEM: 8C. Consider a resolution authorizing the President to execute an Interlocal Agreement with the City of Round Rock regarding Regional Water Project Administrative Services. Presenter: Michael Thane, Utility Director City of Round Rock Justification: The Brushy Creek Regional Utility Authority(BCRUA) needs the services of skilled and experienced professional consultants and administrative support staff to perform certain necessary administrative services on behalf of the Regional Water Project. This agreement sets forth the terms and conditions under which the BCRUA will contract with Round Rock for provision of such personnel. Round Rock agrees to provide to BCRUA two of Round Rock's employees and one of Round Rock's legal consultants to serve as administrative and support personnel. All costs for administrative and support services shall be paid by BCRUA to Round Rock according to the cost allocation outlined in the Master Contract between the BCRUA and the three Cities.