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CM-07-08-197Memorandum 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 City of Leander Biff Jo Date: , City Manager City of Cedar Park 617e,v441,ve/v.- Brenda Eivens, City Manager Date: c 5 C.'cvo- ©1" OS— l Staats Falkenberg & Partners Inc. Advertising • Public Relations • Marketing Post Office 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 ■ SGi.us nbeig InerS 1111 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@cityattorneytexas.com Round Rock: Steve Sheets slsheets@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 ■ Starts f 11[ & 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: ' � 1 Date:1 7 � ,� � ■