Loading...
BCRUA_R-11-04-20-7A RESOLUTION NO. R-11-04-20-7A WHEREAS, the Brushy Creek Regional Utility Authority ("BCRUA") desires to enter into an Interlocal Agreement with the City of Cedar Park to set forth the terms and conditions under which BCRUA and Cedar Park will contract for Cedar Park to provide accounting services,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 Regarding Accounting Services with the City of Cedar Park, 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 20th day of April, 2011. MITC ULLER, esident Brushy Cree egional Utility Authority ATTES r Cowman, Secretary Z:\BCRUA\Board PacketsTacket DowrnentsW42011\Res.BCRUA-ILA w-City of Cedar Park(00219841).DOC/mc INTERLOCAL AGREEMENT REGARDING ACCOUNTING SERVICES THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON THIS INTERLOCAL AGREEMENT REGARDING ACCOUNTING SERVICES (the "Agreement") is entered into and effective as of the day of , 2011 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 CEDAR PARK, TEXAS, a Texas home-rule city, whose offices are located at 600 N. Bell Blvd., Cedar Park, Texas 78613 ("Cedar Park"). In this Agreement, BCRUA and Cedar Park are sometimes individually referred to as a "Party" and collectively referred to as the"Parties." RECITALS WHEREAS, BCRUA requires the services of skilled and experienced individuals to act as accounting specialists; WHEREAS,the purpose of this Agreement is to set forth the terms and conditions under which BCRUA and Cedar Park will contract for Cedar Park to provide accounting services; WHEREAS, BCRUA and Cedar Park 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: 1. DEFINITIONS 1.01. When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.02. "Accounting Costs" means all costs and expenses to be paid by BCRUA to Cedar Park for accounting services. 1.03. "Agreement" means this Interlocal Agreement regarding accounting services to be provided by Cedar Park to BCRUA. 1.04. "BCRUA" means the Brushy Creek Regional Utility Authority. i6a'" 5i 1.05. "BCRUA 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 the Member Cities, based on projected population growth, as more fully delineated in the Preliminary Engineering Report(the"PER"). 1.06. "Invoice"means the quarterly invoice Cedar Park will submit to the BCRUA pursuant to Section 2.01. 1.07. "Cedar Park"means the City of Cedar Park, Texas. 1.08. "Cost Allocation Percentages" means the percentage of costs to be paid to BCRUA by the Member Cities for the accounting services performed by the City of Cedar Park as identified in Section 2.03. 1.09. "Effective Date"means the date set forth in the first paragraph of this Agreement. 1.10. "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, as amended from time to time, such Master Contract made by and among the BCRUA, the City of Cedar Park, the City of Leander, and the City of Round Rock. 1.11. "Member Cities" means the cities of Cedar Park, Leander,and Round Rock. 1.12. "Operations Committee" shall have the meaning provided in the Master Contract. 1.13. "Party"or"Parties" means the City of Cedar Park and/or BCRUA, as applicable. 2. ACCOUNTING SERVICES,COSTS AND PERSONNEL 2.01. Accounting Services (a) Cedar Park will provide the following accounting services to BCRUA concerning the BCRUA Water Project and such reports shall be provided to the BCRUA Operations Committee on a quarterly basis or as requested: (1) Accounts Payable (2) Accounts Receivable (3) General Ledger Maintenance (4) Cash Management (5) Bank Reconciliations (6) Budget Monitoring (7) Quarterly Reporting for this Projection and Operations 2 The accounting services may be expanded upon the unanimous agreement of the BCRUA and the Member Cities. (b) Cedar Park will not provide the following accounting services: (1) Payroll Services (2) Investment Advice (3) Auditing (4) Contract Management (5) Purchasing (6) Billing Services for Utility Customers 2.02. Costs. Cedar Park will submit a quarterly invoice for accounting services rendered on a per hour basis utilizing the least expensive qualified and available personnel. Charges for such service will be calculated for each employee using the employee's hourly pay rate times a 1.5 multiplier which is intended to account for benefits and overhead. 2.03. Cost Allocation Percentages. Cost Allocation Percentages shall be calculated based upon the type of accounting work performed as follows: (a) For project accounting services the percentage of cost allocation shall be based upon the ultimate capacity of the Member Cities being 47.18% for the City of Leander, 38.56% for the City of Round Rock and 14.18% for the City of Cedar Park. (b) For operational accounting services the percentage of cost allocation shall be based upon the ultimate capacity of the Member Cities together and in accordance with Exhibit B to the BCRUA System Operating Agreement as amended. 2.04. Personnel. Cedar Park shall use its own Finance Department personnel to provide the contracted accounting services. Such personnel shall be governed by the salaries, benefits, policies and City Charter of Cedar Park. All work product in providing the accounting services shall be the property of the BCRUA and its Member Cities. III. LIMITED LIABILITY 3.01. CEDAR PARK AND ITS OFFICERS AND EMPLOYEES SHALL HAVE LIMITED LIABILITY TO THE BCRUA AND THE CITIES OF LEANDER AND ROUND ROCK FOR ANY ACCOUNTING ERRORS OR OMISSIONS LIMITED SOLELY TO THE CORRECTION OF SUCH ERRORS OR OMISSIONS THROUGH CUSTOMARY ACCOUNTING PRACTICES AND CEDAR PARK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL COSTS, EXPENSES OR DAMAGES AS A RESULT OF SUCH ERRORS OR OMISSIONS. 3 IV. BCRUA PAYMENTS AND OBLIGATIONS 4.01. Payment of Invoice. BCRUA will pay the amount of Cedar Park's Invoice within thirty (30) calendar days after receipt by the BCRUA, which shall be prorated among the Member Cities on the defined Cost Allocation Percentages. 4.02. Responsibility for Performance. As between the BCRUA and Cedar Park, Cedar Park shall be responsible for the performance of the designated accounting services personnel. V. GENERAL PROVISIONS 5.01.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. 5.02. 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. 5.03. 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. 5.04. Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 5.05. Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding payment by the BCRUA to Cedar Park for accounting services 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 Water Project may be contemplated and will not be affected or limited by this Agreement. 5.06. Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 5.07. 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. 5.08. 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: 4 Cedar Park: 600 N. Bell Blvd. Cedar Park,Texas 78613 Attn: City Manager Telephone: (512)401-5020 Facsimile: (512)258-6083 Email: brenda.eivens(2cedarparktx.us with copy to: City Attorney 600 N. Bell Blvd. Cedar Park, Texas 78613 Telephone: (512)401-5004 Facsimile: (512) 323-5005 Email: charles.rowlandgcedarparktx.us BCRUA: 221 East Main Street Round Rock, Texas 78664 Attn: Chris Lippe Telephone: (512)218-6617 Facsimile: (512) 218-3242 Email: clippegbcrua.org 5.09. Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented from timely 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. 5.10. 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. 5.11. Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement. 5.12. Term. The initial term of this Agreement shall be from the Effective Date hereof until September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one year periods beginning on October 1, 2012 and on each October 1 thereafter. Provided however, either Party hereto shall have the option of terminating this Agreement upon 60 days written notice to the other Party. 5.13. Approval. Before this Agreement shall become effective each Member City shall acknowledge their approval of this Agreement. 5 CITY OF CEDAR PARK,TEXAS Attest: By: Bob Lemon,Mayor LeAnn Quinn, City Secretary Date Signed: Approved as to form: Charles Rowland, City Attorney BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: Mitch Fuller, President Date Signed: FOR BCRUA,ATTEST: By: John D. Cowman, Secretary 6 EXECUTED DOCUMENTS FOLLOW INTERLOCAL AGREEMENT REGARDING ACCOUNTING SERVICES THE STATE OF TEXAS KNOW ALL BY THESE PRESENTS: COUNTY OF WILLIAMSON THIS INTERLOCAL AGREEMENT REGARDING ACCOUNTING SERVICES (the "Agreement") is entered into and effective as of the a0l day of Aec; 1 , 2011 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 CEDAR PARK, TEXAS, a Texas home-rule city, whose offices are located at 600 N. Bell Blvd., Cedar Park, Texas 78613 ("Cedar Park"). In this Agreement, BCRUA and Cedar Park are sometimes individually referred to as a "Party" and collectively referred to as the"Parties." RECITALS WHEREAS, BCRUA requires the services of skilled and experienced individuals to act as accounting specialists; WHEREAS, the purpose of this Agreement is to set forth the terms and conditions under which BCRUA and Cedar Park will contract for Cedar Park to provide accounting services; WHEREAS, BCRUA and Cedar Park 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: 1. DEFINITIONS 1.01. When used in this Agreement, capitalized terms not otherwise defined shall have the meanings set forth below: 1.02. "Accounting Costs" means all costs and expenses to be paid by BCRUA to Cedar Park for accounting services. 1.03. "Agreement" means this Interlocal Agreement regarding accounting services to be provided by Cedar Park to BCRUA. 1.04. "BCRUA" means the Brushy Creek Regional Utility Authority. 1.05. "BCRUA 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 the Member Cities, based on projected population growth, as more fully delineated in the Preliminary Engineering Report(the "PER"). 1.06. "Invoice" means the quarterly invoice Cedar Park will submit to the BCRUA pursuant to Section 2.01. 1.07. "Cedar Park" means the City of Cedar Park, Texas. 1.08. "Cost Allocation Percentages" means the percentage of costs to be paid to BCRUA by the Member Cities for the accounting services performed by the City of Cedar Park as identified in Section 2.03. 1.09. "Effective Date" means the date set forth in the first paragraph of this Agreement. 1.10. "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, as amended from time to time, such Master Contract made by and among the BCRUA, the City of Cedar Park, the City of Leander, and the City of Round Rock. 1.11. "Member Cities" means the cities of Cedar Park, Leander, and Round Rock. 1.12. "Operations Committee" shall have the meaning provided in the Master Contract. 1.13. "Party" or"Parties" means the City of Cedar Park and/or BCRUA, as applicable. 2. ACCOUNTING SERVICES,COSTS AND PERSONNEL 2.01. Accounting Services (a) Cedar Park will provide the following accounting services to BCRUA concerning the BCRUA Water Project and such reports shall be provided to the BCRUA Operations Committee on a quarterly basis or as requested: (1) Accounts Payable (2) Accounts Receivable (3) General Ledger Maintenance (4) Cash Management (5) Bank Reconciliations (6) Budget Monitoring (7) Quarterly Reporting for this Projection and Operations 2 The accounting services may be expanded upon the unanimous agreement of the BCRUA and the Member Cities. (b) Cedar Park will not provide the following accounting services: (1) Payroll Services (2) Investment Advice (3) Auditing (4) Contract Management (5) Purchasing (6) Billing Services for Utility Customers 2.02. Costs. Cedar Park will submit a quarterly invoice for accounting services rendered on a per hour basis utilizing the least expensive qualified and available personnel. Charges for such service will be calculated for each employee using the employee's hourly pay rate times a 1.5 multiplier which is intended to account for benefits and overhead. 2.03. Cost Allocation Percentages. Cost Allocation Percentages shall be calculated based upon the type of accounting work performed as follows: (a) For project accounting services the percentage of cost allocation shall be based upon the ultimate capacity of the Member Cities being 47.18% for the City of Leander, 38.56% for the City of Round Rock and 14.18% for the City of Cedar Park. (b) For operational accounting services the percentage of cost allocation shall be based upon the ultimate capacity of the Member Cities together and in accordance with Exhibit B to the BCRUA System Operating Agreement as amended. 2.04. Personnel. Cedar Park shall use its own Finance Department personnel to provide the contracted accounting services. Such personnel shall be governed by the salaries, benefits, policies and City Charter of Cedar Park. All work product in providing the accounting services shall be the property of the BCRUA and its Member Cities. III. LIMITED LIABILITY 3.01. CEDAR PARK AND ITS OFFICERS AND EMPLOYEES SHALL HAVE LIMITED LIABILITY TO THE BCRUA AND THE CITIES OF LEANDER AND ROUND ROCK FOR ANY ACCOUNTING ERRORS OR OMISSIONS LIMITED SOLELY TO THE CORRECTION OF SUCH ERRORS OR OMISSIONS THROUGH CUSTOMARY ACCOUNTING PRACTICES AND CEDAR PARK SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT OR CONSEQUENTIAL COSTS, EXPENSES OR DAMAGES AS A RESULT OF SUCH ERRORS OR OMISSIONS. 3 IV. BCRUA PAYMENTS AND OBLIGATIONS 4.01. Payment of Invoice. BCRUA will pay the amount of Cedar Park's Invoice within thirty (30) calendar days after receipt by the BCRUA, which shall be prorated among the Member Cities on the defined Cost Allocation Percentages. 4.02. Responsibility for Performance. As between the BCRUA and Cedar Park, Cedar Park shall be responsible for the performance of the designated accounting services personnel. V. GENERAL PROVISIONS 5.01.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. 5.02. 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. 5.03. 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. 5.04. Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the purposes and intent of this Agreement. 5.05. Entire Agreement. Except as otherwise expressly provided herein, this Agreement contains the entire agreement of the Parties regarding payment by the BCRUA to Cedar Park for accounting services 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 Water Project may be contemplated and will not be affected or limited by this Agreement. 5.06. Amendments. Any amendment of this Agreement must be in writing and will be effective if signed by the authorized representatives of the Parties. 5.07. 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. 5.08. 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: 4 Cedar Park: 600 N. Bell Blvd. Cedar Park, Texas 78613 Attn: City Manager Telephone: (512) 401-5020 Facsimile: (512) 258-6083 Email: brenda.eivens@cedarparktx.us with copy to: City Attorney 600 N. Bell Blvd. Cedar Park, Texas 78613 Telephone: (512)401-5004 Facsimile: (512) 323-5005 Email: charles.rowlandgcedarparktx.us BCRUA: 221 East Main Street Round Rock, Texas 78664 Attn: Chris Lippe Telephone: (512)218-6617 Facsimile: (512) 218-3242 Email: clippe@bcrua.org 5.09. Force Majeure. Parties shall not be deemed in violation of this Agreement if prevented from timely 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. 5.10. 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. 5.11. Authority. Each Party represents and warrants that it has the full right, power and authority to execute this Agreement. 5.12. Term. The initial term of this Agreement shall be from the Effective Date hereof until September 30, 2012. Thereafter, this Agreement shall automatically renew for successive one year periods beginning on October 1, 2012 and on each October 1 thereafter. Provided however, either Party hereto shall have the option of terminating this Agreement upon 60 days written notice to the other Party. 5.13. Approval. Before this Agreement shall become effective each Member City shall acknowledge their approval of this Agreement. 5 CITY OF C DAR PARK,T XAS Attest: B Bob L mon, Mayor LeAnn Quinn, City Secretary Date Signed: Approved as to form: Carles Rowland, Cit ttorney BRUSHY CREEK REGIONAL UTILITY AUTHORITY By: uller, residen Date Signed: D- FOR BCVD. TT ST: By: J9wman, Secretary 6 DATE: April 15, 2011 SUBJECT: BCRUA Board Meeting—April 20, 2011 ITEM: 7A. Consider a resolution authorizing the President to execute an Interlocal Agreement with City of Cedar Park for Accounting Services. Presenter: Josh Selleck, Finance Director,City of Cedar Park Justification: This agreement sets forth the terms and conditions under which the BCRUA will contract with Cedar Park for general accounting services for the construction and operational phases of the Regional Water Project. Funding: This Interlocal Agreement will take place of the existing accounting contract and will be appropriated in the Operation Budget for FY 2012.