CM-08-03-061DATE: March 11, 2008
SUBJECT: City Manager - March 14, 2008
ITEM: Consider approval of Interlocal Agreement Regarding Consulting
Services with Cedar Park, Austin, and Leander.
Department: Legal
Staff Person: Steve Sheets
Justification:
Funding:
Cost: $12,875.00
Source of funds:
Outside Resources:
Background Information: Consulting Services Contract will be provided
by Red Oak Consulting and Paul Hornsby & Company, to assist the cities
with their negotiation with LCRA.
Public Comment: N/A
00134047
Blue Sheet Format
Updated 01/20/04
INTERLOCAL AGREEMENT REGARDING
CONSULTING SERVICES
STATE OF TEXAS
KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON
THIS INTERLOCAL AGREEMENT REGARDING CONSULTING SERVICES
("Agreement") is entered into between the City of Round Rock, Texas, a Texas home -rule city
("Round Rock"); the City of Cedar Park, Texas, a Texas home -rule city ("Cedar Park"), the City
of Leander, Texas, a Texas home -rule city ("Leander"), and the City of Austin, a Texas home -
rule city ("Austin"). In this Agreement, Round Rock, Cedar Park, Leander, and Austin are
sometimes individually referred to as a " Party" and collectively referred to as the "Parties".
Recitals
WHEREAS, Round Rock, Cedar Park and Austin are currently participants in the Brushy
Creek Regional Wastewater System ("BCRWWS"), which is owned by the Lower Colorado
River Authority ("LCRA") and operated by the Brazos River Authority ("BRA") pursuant to a
Wastewater Disposal Contract dated October 17, 2000;
WHEREAS, the BCRWWS includes certain wastewater collection and treatment
capacities for Leander, and Leander has committed to join the BCRWWS for the purpose of
utilizing those capacities;
WHEREAS, Round Rock and Cedar Park have protested LCRA's budget for fiscal year
2008 and objected to LCRA's changes to longstanding budget practices and new cost
allocations;
WHEREAS, on September 19, 2007, LCRA's Board of Directors approved the budget
for fiscal year 2008 recommended by LCRA staff but authorized and directed its administrative
staff to negotiate with Round Rock and Cedar Park on the following topics:
1. Transfer of ownership of the BCRWWS to the Customers (e.g. Cedar Park,
Round Rock, and Austin) in consideration of the Customers assuming the
outstanding indebtedness of the BCRWWS;
2. Terms and provisions of the Contract with respect to the fees charged and costs
allocated by LCRA;
3. Terms and provisions of the Contract with respect to governance, control, and
the responsibilities and duties of the Customers and LCRA; and
4. The possibility of the Customers selling rights to treated effluent from the BCRWWS;
1
CAM- u` - C3,
topics;
outset;
WHEREAS, Round Rock and Cedar Park have begun negotiations with LCRA on these
WHEREAS, Austin and Leander have actively monitored these negotiations from the
WHEREAS, the Parties believe that obtaining advice, analysis, and consultation from
certain professionals may assist the Parties in the ongoing negotiations with LCRA; and
WHEREAS, the Parties have agreed to share the costs of professional advice, analysis,
and consultation as set forth herein;
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 Consulting Services.
1.02 "Austin" means the City of Austin, Texas.
1.03 "BCRWWS" means the Brushy Creek Regional Wastewater System owned by LCRA
and operated by BRA pursuant to the Wastewater Disposal Contract dated October 17, 2000.
1.04 "BRA" means the Brazos River Authority.
1.05 "Cedar Park" means the City of Cedar Park, Texas.
1.06 "Consultant" means either Red Oak Consulting or Paul Hornsby & Company.
1.07 "Consulting Services" means the consulting services performed or to be performed by
Red Oak Consulting or Paul Hornsby & Company pursuant to a Consulting Services Contract.
1.08 "Consulting Services Contract" means a contract for consulting services with either Red
Oak Consulting or Paul Hornsby & Company under which Consulting Services have been or will
be provided.
1.09 "Consulting Services Costs" means the fees incurred by the Parties for Consulting
Services pursuant to the Consulting Services Contracts. Each Party shall bear twenty-five
percent (25.0%) of the Consulting Services Costs up to its City Council authorized limit.
1.10 "Contracting Party" means the city that contracts with the Consultant to provide the
Consulting Services.
2
1.11 "Effective Date" means the last date of execution of this Agreement by the Parties;
provided all of the Parties must execute this Agreement for it to be effective.
1.12 "Leander" means the City of Leander, Texas.
1.13 "LCRA" means the Lower Colorado River Authority.
1.14 "Round Rock" means the City of Round Rock, Texas.
II.
CONSULTING SERVICES
2.01 Consulting Services.
(a) The Parties have contracted or will contract with Red Oak Consulting to
provide Consulting Services relating to the BCRWWS. The Parties agree that Round Rock will
serve as the Contracting Party for any Consulting Services Contract with Red Oak Consulting.
The Contracting Party will have primary responsibility to oversee and administer the Consulting
Services Contract with Red Oak Consulting, but shall do so at all times in cooperation and
communication with the Parties. However, no Consulting Services Contract with Red Oak
Consulting with a fee in excess of $16,500.00 shall be approved without the prior written consent
of the Parties.
(b) The Parties have contracted or will contract with Paul Hornsby &
Company to provide Consulting Services relating to the BCRWWS. The Parties agree that Cedar
Park will serve as the Contracting Party for any Consulting Services Contract with Paul Hornsby
& Company. The Contracting Party will have primary responsibility to oversee and administer
the Consulting Services Contract with Paul Hornsby & Company, but shall do so at all times in
cooperation and communication with the Parties. However, no Consulting Services Contract
with Paul Hornsby & Company with a fee in excess of $35,000.00 shall be approved without the
prior written consent of the Parties.
2.02 Parties' Participation.
(a) Each Consultant shall work with and report to the Parties. The
Contracting Party shall ensure that each Consultant works cooperatively with the Parties. The
foregoing shall not be construed to prohibit any Party from communicating directly with a
Consultant regarding the Consulting Services without the presence or participation of the other
Parties, or from meeting with a Consultant when it is not practicable to schedule a meeting with
the other Parties.
(b) Within a reasonable time after receipt of any draft preliminary and/or draft
final report prepared by a Consultant, the Parties shall specify in writing to each other any
objections regarding the draft reports, and any proposed revisions thereto. The Contracting Party
will promptly communicate any objections made to the Consultant.
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2.03 Work Product.
(a) Any Party is entitled to copies of any work product produced by the a
Consultant in connection with the Consulting Services. The Party requesting a copy of such
information shall pay all reasonable costs incurred in preparing and furnishing the copies.
(b) In accordance with, and subject to the terms and conditions set forth in the
Consulting Services Contracts, the Parties may utilize the work product produced by the
Consultants for their own purposes.
III.
PAYMENT OF CONSULTING SERVICES COSTS.
3.01 Payment of Consulting Services Costs.
(a) Each Party shall pay twenty-five percent (25.0%) of the Consulting
Services Costs up to its City Council authorized limit.
(b) The Parties agree that all Project Consultants shall be instructed to send all
invoices to the Contracting Party. Upon receipt of each invoice from a Project Consultant, the
Contracting Party shall review the invoice and confirm that the Consulting Services have been
satisfactorily completed in accordance with the request for payment. Thereafter, the Contracting
Party shall submit notice to the other Parties indicating each Party's share of the Project
Consultant's invoice. The other Parties shall forward payment therefor within thirty (30)
business days of the receipt of notice.
(c) In the event of any disputes among the Parties, the Parties agree that their
respective City Managers or the City Manager's designee(s) shall work diligently and in good
faith to resolve the dispute as quickly as possible so as not to jeopardize completion of the
Consulting Services.
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.
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4.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement
contains the entire agreement of the Parties regarding the sharing of costs for the Consulting
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 Regional 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.
4.08 Notices. Any notices given under this Agreement will be effective if (i) forwarded to a
Party by hand -delivery; (ii) transmitted to a Party by confirmed telecopy; or (iii) deposited with
the U.S. Postal Service, postage prepaid, certified, to the address of the Party indicated below:
CEDAR PARK:
with copy to:
ROUND ROCK:
with copy to:
5
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: Sam Roberts
Telephone: (512) 258-4121 x6321
Facsimile: (512) 258-6083
Email: roberts@ci.cedar-park.tx.us
Leonard Smith
P.O. Box 684633
Austin, Texas 78768
Telephone: (512) 474-6707
Facsimile: (512) 474-6706
Email: lsmith@leonardsmithlaw.com
221 East Main
Round Rock, Texas 78664
Attn: Jim Nuse
Telephone: (512) 218-5410
Facsimile:(512) 218-7097
Email: jnuse@round-rock.tx.us
Steve Sheets
309 E. Main Street
Round Rock, Texas 78664-5264
Telephone: (512) 255-8877
Facsimile: (512) 255-8986
Email: slsheets@sheets-crossfield.com
Leander:
with copy to:
Austin:
with copy to:
P.O. Box 319
Leander, Texas 78646-0319
Attn: Wayne Watts
Telephone: (512) 259-1178
Facsimile: (512) 259-1605
Email: w.watts@ci.leander.tx.us
Diana Granger
223 W. Anderson Lane, Suite A-105
Austin, Texas 78752
Telephone: (512) 323-5778
Telecopy: (512) 323-5773
Email: attorneys@cityattorneytexas.com
Austin Water Utility
P.O. Box 1088
Attn: Director
Telephone: (512) 972-0108
Telecopy: (512) 972-0111
Email: greg.meszaros@ci.austin.tx.us
City Law Department
P.O. Box 1088
Attn: Assistant City Attorney
Telephone: (512) 974-7773
Telecopy: (512) 974-6490
Email: sharon.smith@ci.austin.tx.us
4.09 Force Majeure. Parties shall not be deemed in violation of this Contract if prevented from
performing any of their obligations hereunder by reasons for which they are not responsible or
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. Effect of Partial Execution. 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 ON FOLLOWING PAGES]
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CITY OF ROUND ROCK:
By:
Date:
7
use, City Manager
CITY OF CEDAR PARK:
By: b`b• 41 vI ti•
Brenda Eivens, City Manager
Date: J)--1 2-4 t7g
8
CITY OF AUSTIN:
By:
Date:
10
Rudy Gar sistant City Manager
2.\`31a%
CITY OF LEANDER:
By:
Date:
9
Anthony
/
son, City Manager