CM-07-08-191Memorandum of Agreement
To: Design and Oversight Committee
From: Jim Nuse, Round Rock City Manager
Biff Johnson, Leander City Manager
Brenda Eivens, Cedar Park City manager
Date: August 15, 2007
Re: Staats Falkenberg & Partners, Inc ("Project Consultant")
Pursuant to the Interlocal Agreement Regarding Ancillary Consulting Services for
Regional Water System, this Memorandum of Agreement is to confirm that the City of
Round Rock, the City of Leander, and the City of Cedar Park have agreed to the
engagement letter dated July 31, 2007, between the Project Consultant and the Cities of
Cedar Park, Round Rock, and Leander, a copy of which is attached hereto. On behalf of
the Cities, Brenda Eivens, Cedar Park City Manager, will execute the engagement letter
confirming the retention of the Project Consultant.
City of Round Rock
use, City Manager
City of Leander
Biff Johnson, City Manager
Date:
City of Cedar Park
%Y if „t,,."
Brenda Eivens, City Manager
Date: 'Z - 15 Q `7
av \ - c 1 (A-191
Staats Falkenberg
& Partners Inc.
Advertising • Public Relations • Marketing
Post Oftice Box 1466 • Austin. Texas 78767
Phone (512(482-8897 • Fax (512)482-8950 •www staats.com
July 31, 2007
Leonard B. Smith
Attorney at Law
Post Office Box 684633
Austin, Texas 78768
RE: ENGAGEMENT OF STAATS FALKENBERG & PARTNERS INC. IN
ANTICIPATION OF LITIGATION
Dear Mr. Smith:
Thank you very much for the engagement of Staats Falkenberg and Partners Inc.
("SF&P"), effective July 31, 2007, to provide communications consultation and related
services to the City of Cedar Park ("Cedar Park"), the City of Round Rock ("Round
Rock"), the City of Leander ("Leander") in anticipation of litigation involving the Cities'
regional water project and/or the Brushy Creek Regional Utility Authority ("BCRUA"), a
regional utility authority created by Cedar Park, Round Rock, and Leander (collectively,
the "Cities")
SF&P agrees to devote its best collective efforts to the Cities' interests, as well as those
interests of BCRUA, and to produce the most effective advice and materials possible, and
to do so within pre -approved budgets. In return, the Cities agree to assist SF&P by
providing clear and relevant information required to accomplish its work and access to
the attorneys representing the Cities and other personnel and resources at every stage, as
well as to cooperate with us in every reasonable way possible in order to expedite our
work.
To the extent permitted by law, the Cities agree to indemnify and hold SF&P harmless
from and against any and all claims, actions and damages, including, without limitation,
reasonable attorney fees and costs of court, arising out of, in connection with or resulting
from operational data, performance records or other information delivered or made
available to SF&P by the Cities and utilized by SF&P in the performance of this
engagement, and the Cities represent and warrant that its representatives and attorneys
have the authority to deliver, disclose and use all such information and authorize SF&P to
use the same in the performance of this engagement as set forth below.
SF&P acknowledges that proprietary information and materials supplied orally or in
writing by the Cities or their representatives are and shall remain the property of the
Cities. All work product produced by SF&P for the Cities shall become the property of
the Cities. SF&P will maintain the confidentiality of such information and work product
and will only release such information or work product after authorization by the Cities
or their attorneys. SF&P acknowledges that information prepared or created in
anticipation of litigation may be privileged or otherwise protected by law and that the
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St dt talker erg
& Partners Inc.
Page Two
July 31, 2007
Cities may seek to protect such information from disclosure. SF&P will cooperate at all
times to protect any information considered by the Cities or their attorneys to be
privileged or confidential and will not disclose same without prior written authorization.
SF&P's will direct written and electronic communications relating to litigation matters to
the Cities' attorneys unless prior written or electronic authorization is provided by the
Cities' attorneys. The Cities' respective attorneys are as follows:
Cedar Park: Leonard B. Smith lsmith(&,leonardsmithlaw.com
Leander: Diana Granger attorneys(a cityattorneytexas.com
Round Rock: Steve Sheets slsheets(a)sheets-crossfield.com
SF&P will make no commitments or statements on behalf of the Cities or BCRUA
without authorization in whatever form decided by the Cities' City Managers or
attorneys.
This agreement will continue in effect until terminated by SF&P and/or the Cities with
reasonable notice to the other party(ies). SF&P acknowledges that at any point the Cities
may modify, reject, or stop any and all planning or work in progress by SF&P with
reasonable notice. However, the Cities agree to assume SF&P's liability for any and all
hourly fees and expenses incurred as a result of non -cancelable commitments made with
the Cities' approval prior to such notice. Additionally, if modifications requested by the
Cities significantly alter the scope of our work, the Cities agree to assume liability for
hourly fees and expenses, if any, necessary to make the modifications.
SF&P agrees to work within a scope that the Cities require and approve. SF&P
acknowledges that the scope may change from time -to -time at the Cities' direction, but
SF&P acknowledges that the following elements will be required:
1) Communications planning and strategy development related to BCRUA issues
and litigation;
2) Contacts as authorized with private individuals, public officials and community
organizations on behalf of the Cities and/or BCRUA as appropriate;
3) Preparation of information releases, correspondence and other materials and
activities as necessary to properly communicate project objectives and respond to
developments in a timely manner;
4) Service as spokesperson for the Cities and/or BCRUA as necessary;
5) Participation in meetings and discussions with you and other attorneys and
representatives concerning the Cities and/or BCRUA as needed; and
6) Other activities as requested and authorized by the Cities.
Charges for SF&P services and related expenses will be submitted on monthly invoices
that will be due and payable within 30 days from receipt. Professional services are billed
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Staats Falkenberg
& Partners Inc
July 31, 2007
Page Three
at SF&P's standard hourly rates. These range from $65/hour to $280/hour depending on
the individual providing the service. Out-of-pocket and travel expenses, if any, will be
billed at cost. Monthly statements and invoices will be accompanied by narrative reports
of activities within the month, unless you request some other format. SF&P agrees not to
incur more than a total of $25,000.00 in fees and expenses without prior written
authorization from the Cities. For ease of administration, the monthly invoices will be
submitted to you, and Cedar Park will be responsible to administer the financial aspects
of this arrangement with Round Rock and Leander.
SF&P is pleased to be working with the Cities and BCRUA and looks forward to this
engagement. If the terms and information outlined above are satisfactory to the Cities, I
understand that the City Managers will execute a document acknowledging SF&P's
engagement. Meanwhile, thank you very much for the opportunity to assist the Cities'
efforts.
Sincerely,
Howard Falkenberg
President
ACCEPTED BY:
Name: PY Date: V /S1 0 7
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