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R-02-10-10-13C3 - 10/10/2002RESOLUTION NO. R- 02- 10- 10 -13C3 WHEREAS, Vernon's Ann. Civ. St., Article 5190.6, Section 2(4), authorizes the Round Rock Transportation System Development Corporation ( "Corporation ") to pay administrative, legal and engineering services expenses which are necessary or incidental to placing a project into operation, and WHEREAS, the City of Round Rock and the Corporation desire to contract for administrative services as set out in the attached Administrative Services Contract, and WHEREAS, the City Council desires to enter into said contract with the Corporation, 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 Administrative Services Contract for administrative services, a copy of said Contract 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. 0 \ wdo,\RESOLUTRRZ1010C3.WPD ATTEST: RESOLVED this 10th day of October, 2002 CHRISTINE R. MARTINEZ, City Secret( 2 NY iy WELL Mayor City of Round Rock, Texas y THE STATE OF TEXAS COUNTY OF WILLIAMSON ADMINISTRATIVE SERVICES CONTRACT THIS ADMINISTRATIVE SERVICES CONTRACT ( "Contract ") is made by and between the City of Round Rock, 221 E. Main St. , Round Rock, Texas 78664, hereinafter called "City" and the Round Rock Transportation System Development Corporation, having its principal business address at 221 E. Main St., Round Rock, Texas 78664, hereinafter called "Corporation" for the purpose of contracting for administrative services of the staff and employees of the City. The effective date of this Contract shall be October 1, 2002. WITNESSETH WHEREAS, Vernon's Ann. Civ. St., Article 5190.6, Section2(4), as amended, authorizes the Corporation to pay administrative, legal and engineering services expenses which are necessary or incidental to placing a project into operation; and WHEREAS, the Corporation's by -laws establish the procedures for the Corporation's contracting for administrative services from the City; and WHEREAS, the City and Corporation desire to contract for administrative services described as follows: the services provided by the General Manager, Finance Manager, Secretary, and the staff and employees of the City's Finance and the Public Works Department. NOW, THEREFORE, the City and Corporation, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows: O: \wdox \CORK \gnl \ntransp \00035726. W PD AGREEMENT ARTICLE 1 SCOPE OF SERVICES TO BE PROVIDED BY CITY The City will furnish such administrative services as is required by the Corporation and which are necessary or incidental to placing a project into operation subject to all limiting conditions contained herein. Theses services shall include but are not limited to the following: 1. The administration of contracts and activities of the co oration, including project oversight, planning and development; EXHIBIT l Is ',All 2. The receiving, investing and disbursing of all funds of the corporation, accounting for and reporting on all financial activity, coordinating the independent audit, budget development and administration and project financing; 3. Project management, project preliminary design, engineering, technical and clerical support; and 4. Necessary legal services arising out of the foregoing. ARTICLE 2 CONTRACT PERIOD The term of this Contract shall be for an initial term of three (3) years from the effective date hereof. After the initial term, this Contract will automatically renew and extend for successive one (1) year terms unless either parties elects to exercise their right to terminate under Article 7, Subsection 3 of this Contract. ARTICLE 3 CONTRACT PRICE. Corporation shall pay City for the services contemplated herein as follows: 1. for the services described in Article 1, other than engineering and legal services, the monthly flat fee of THREE THOUSAND THREE HUNDRED AND NO /100ths DOLLARS ($3,300.00 ). This amount may be changed by written notice given by the City sixty (60) days prior to the effective date of the change; plus 2. for all legal and engineering services, the reasonable amount for their services. ARTICLE 4 PAYMENT PROCEDURES. The City shall submit monthly invoices to Corporation for the amounts incurred by Corporation during the previous month, pursuant to Article 3, above. Payment shall be due within 30 days of receipt of invoice. All moneys not paid when due as provided herein shall bear interest at the maximum rate allowed by law. ARTICLE 5 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of the Corporation and shall be furnished to the Corporation upon request. Release of information shall be in conformance with the Texas Public Information Act. 2 ARTICLE 6 SUSPENSION The City may suspend services under this Contract without committing a breach of its terms upon the occurrence of any of the following: (1) The City Manager does not approve of the utilization of any or all services; (2) The City Manager feels the City is not receiving reasonable compensation for any or all services; or (3) The performance of a service materially interferes with the other duties of the affected City personnel. ARTICLE 7 TERMINATION The Contract may be terminated before the stated termination date by any of the following conditions: (1) By mutual agreement and consent, in writing of both parties. (2) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (3) By either party for reasons of its own and not subject to the mutual consent of the other party, upon (30) days written notice to the other party. The termination of this Contract and payment of an amount in settlement shall extinguish all rights, duties, and obligations of the City and the Corporation under this Contract. Any work performed or cost incurred after the date of termination shall be ineligible for reimbursement. ARTICLE 8 INDEMNIFICATION Corporation's Indemnification. The Corporation agrees, to the extent permitted by law, to save harmless the City and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the Corporation or of any person employed by the Corporation. The Corporation shall also save harmless the City from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Corporation, its agents, or employees. This indemnity shall not include claims 3 based upon or arising out of the willful misconduct of City, its officers or employees. Further, this indemnity shall not require payment of a claim by City or its officers or employees as a condition precedent to City's recovery under this provision. City's Indemnification. The City agrees, to the extent permitted by law, to save harmless the Corporation from all claims and liability due to activities of itself, its agents, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the City or of any person employed by the City. The City shall also save harmless the Corporation from any and all expense, including, but not limited to, attorney fees which may be incurred by the Corporation in litigation or otherwise resisting said claim or liabilities which may be imposed on the Corporation as a result of such activities by the City, its agents, or employees. This indemnity shall not include claims based upon or arising out of the willful misconduct of Corporation, its officers or employees. Further, this indemnity shall not require payment of a claim by Corporation or its officers or employees as a condition precedent to Corporation's recovery under this provision. ARTICLE 9 SEVERABILITY In the event any one or more of the provisions contained in this Contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. City of Round Rock Attn: City Manager 221 E. Main St. Round Rock, TX 78664 ARTICLE 10 PRIOR CONTRACTS SUPERSEDED This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. ARTICLE 11 NOTICES All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective address: Round Rock Transportation System Development Corporation Attn: General Manager 221 E. Main St. Round Rock, TX 78664 4 ARTICLE 12 SIGNATORY WARRANTY The undersigned signatory or signatories for the parties hereby represent and warrant that the signatory is an officer of the organization for which he or she has executed this Contract and that he or she has full and complete authority to enter into this Contract on behalf of the firm. The above - stated representations and warranties are made for the purpose of inducing the other party to enter into this Contract. IN WITNESS HEREOF, the City and the Corporation have executed these presents in duplicate on this the day of , 2002. ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION By: By: Nyle Maxwell, President Nyle Maxwell, Mayor ATTEST: ATTEST: Larry Hathorn, Secretary Christine Martinez, City Secretary 5 CITY OF ROUND ROCK DATE: October 4, 2002 SUBJECT: City Council Meeting — October 10, 2002 ITEM: 13.C.3. Consider a resolution authorizing the Mayor to execute a contract with Round Rock Transportation System Development Corporation for administrative service& Resource: David Kautz, Chief Financial Officer Bill White, Finance Director History: Section 3.09 of the Round Rock Transportation System Development Corporation bylaws requires the Corporation to execute a contract with the City Council for administrative services provided by the general manager, finance manager, secretary, and other City services /functions. The Corporation is obligated to pay reasonable compensation to the City for such services. Funding: Cost: Outside Resources: N/A Impact/Benefit: N/A Public Comment: N/A Sponsor: Finance Department The attachment indicates unit labor estimates for the respective City services. Source of Funds: '/2% Sales Tax for the Round Rock Transportation System Development Corporation THE STATE OF TEXAS COUNTY OF WILLIAMSON THIS ADMINISTRATIVE SERVICES CONTRACT ( "Contract ") is made by and between the City of Round Rock, 221 E. Main St., Round Rock, Texas 78664, hereinafter called "City" and the Round Rock Transportation System Development Corporation, having its principal business address at 221 E. Main St., Round Rock, Texas 78664, hereinafter called "Corporation" for the purpose of contracting for administrative services of the staff and employees of the City. The effective date of this Contract shall be October 1, 2002. WHEREAS, Vernon's Ann. Civ. St., Article 5190.6, Section 2(4), as amended, authorizes the Corporation to pay administrative, legal and engineering services expenses which are necessary or incidental to placing a project into operation; and WHEREAS, the Corporation's by -laws establish the procedures for the Corporation's contracting for administrative services from the City; and WHEREAS, the City and Corporation desire to contract for administrative services described as follows: the services provided by the General Manager, Finance Manager, Secretary, and the staff and employees of the City's Finance and the Public Works Department. NOW, THEREFORE, the City and Corporation, in consideration of the mutual covenants and agreements herein contained, do hereby mutually agree as follows: The City will furnish such administrative services as is required by the Corporation and which are necessary or incidental to placing a project into operation subject to all limiting conditions contained herein. Theses services shall include but are not limited to the following: 1. The administration of contracts and activities of the corporation, including project oversight, planning and development; O: \wdox \CORR \gn I \rrtransp\00035726. W PD R- Oa- /C- 1O -/2C3 ADMINISTRATIVE SERVICES CONTRACT § WITNESSETH AGREEMENT ARTICLE 1 SCOPE OF SERVICES TO BE PROVIDED BY CITY 1 2. The receiving, investing and disbursing of all funds of the corporation, accounting for and reporting on all financial activity, coordinating the independent audit, budget development and administration and project financing; 3. Project management, project preliminary design, engineering, technical and clerical support; and 4. Necessary legal services arising out of the foregoing. ARTICLE 2 CONTRACT PERIOD The term of this Contract shall be for an initial term of three (3) years from the effective date hereof. After the initial term, this Contract will automatically renew and extend for successive one (1) year terms unless either parties elects to exercise their right to terminate under Article 7, Subsection 3 of this Contract. ARTICLE 3 CONTRACT PRICE. Corporation shall pay City for the services contemplated herein as follows: 1. for the services described in Article 1, other than engineering and legal services, the monthly flat fee of THREE THOUSAND THREE HUNDRED AND NO /100ths DOLLARS ($3,300.00 ). This amount may be changed by written notice given by the City sixty (60) days prior to the effective date of the change; plus 2. for all legal and engineering services, the reasonable amount for their services. ARTICLE 4 PAYMENT PROCEDURES. The City shall submit monthly invoices to Corporation for the amounts incurred by Corporation during the previous month, pursuant to Article 3, above. Payment shall be due within 30 days of receipt of invoice. All moneys not paid when due as provided herein shall bear interest at the maximum rate allowed by law. ARTICLE 5 OWNERSHIP OF DOCUMENTS All data, basic sketches, charts, calculations, plans, specifications, and other documents created or collected under the terms of this Contract are the exclusive property of the Corporation and shall be furnished to the Corporation upon request. Release of information shall be in conformance with the Texas Public Information Act. 2 ARTICLE 6 SUSPENSION The City may suspend services under this Contract without committing a breach of its terms upon the occurrence of any of the following: (1) The City Manager does not approve of the utilization of any or all services; (2) The City Manager feels the City is not receiving reasonable compensation for any or all services; or (3) The performance of a service materially interferes with the other duties of the affected City personnel. ARTICLE 7 TERMINATION The Contract may be terminated before the stated termination date by any of the following conditions: (1) By mutual agreement and consent, in writing of both parties. (2) By either party, upon the failure of the other party to fulfill its obligations as set forth herein. (3) By either party for reasons of its own and not subject to the mutual consent of the other party, upon (30) days written notice to the other party. The termination of this Contract and payment of an amount in settlement shall extinguish all rights, duties, and obligations of the City and the Corporation under this Contract. Any work performed or cost incurred after the date of termination shall be ineligible for reimbursement. ARTICLE 8 INDEMNIFICATION Corporation's Indemnification. The Corporation agrees, to the extent permitted by law, to save harmless the City and its officers and employees from all claims and liability due to activities of itself, its agents, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the Corporation or of any person employed by the Corporation. The Corporation shall also save harmless the City from any and all expense, including, but not limited to, attorney fees which may be incurred by the City in litigation or otherwise resisting said claim or liabilities which may be imposed on the City as a result of such activities by the Corporation, its agents, or employees. This indemnity shall not include claims 3 based upon or arising out of the willful misconduct of City, its officers or employees. Further, this indemnity shall not require payment of a claim by City or its officers or employees as a condition precedent to City's recovery under this provision. City's Indemnification. The City agrees, to the extent permitted by law, to save harmless the Corporation from all claims and liability due to activities of itself, its agents, or employees, performed under this Contract and which are caused by or result from error, omission, or negligent act of the City or of any person employed by the City. The City shall also save harmless the Corporation from any and all expense, including, but not limited to, attorney fees which may be incurred by the Corporation in litigation or otherwise resisting said claim or liabilities which may be imposed on the Corporation as a result of such activities by the City, its agents, or employees. This indemnity shall not include claims based upon or arising out of the willful misconduct of Corporation, its officers or employees. Further, this indemnity shall not require payment of a claim by Corporation or its officers or employees as a condition precedent to Corporation's recovery under this provision. In the event any one or more of the provisions contained in this Contract shall for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision thereof and this Contract shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein. This Contract constitutes the sole and only agreement of the parties hereto and supersedes any prior understandings or written or oral contracts between the parties respecting the subject matter defined herein. All notices to either party by the other required under this Contract shall be personally delivered or mailed to such party at the following respective address: City of Round Rock Attn: City Manager 221 E. Main St. Round Rock, TX 78664 ARTICLE 9 SEVERABILITY ARTICLE 10 PRIOR CONTRACTS SUPERSEDED ARTICLE 11 NOTICES Round Rock Transportation System Development Corporation Attn: General Manager 221 E. Main St. Round Rock, TX 78664 4 The undersigned signatory or signatories for the parties hereby represent and warrant that the signatory is an officer of the organization for which he or she has executed this Contract and that he or she has full and complete authority to enter into this Contract on behalf of the firm. The above - stated representations and warranties are made for the purpose of inducing the other party to enter into this Contract. IN WITNESS HEREO� the City and the Corporation have executed these presents in duplicate on this the ID - day of 2002. ROUND ROCK TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION B `ii By: yle axwell, President ATTEST: Hathorn Secretary ARTICLE 12 SIGNATORY WARRANTY 5 CITY OF ROUND ROCK ATTEST: Christine Martinez, City Secretary