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R-05-12-15-9C2 - 12/15/2005RESOLUTION NO. R -05-12-15-9C2 WHEREAS, Chapter 791 of the Texas Government Code, V.T.C.A., authorizes local governments and agencies of the state to enter into agreements with one another to perform governmental functions and services, and WHEREAS, the City of Round Rock wishes to enter into an Interlocal Agreement for Rehabilitation of Wastewater Collection Lines with the Lower Colorado River Authority, Now Therefore BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ROUND ROCK, TEXAS, That subject to approval of the Agreement by the Lower Colorado River Authority the Mayor is hereby authorized and directed to execute on behalf of the City an Interlocal Agreement for Rehabilitation of Wastewater Collection Lines with the Lower Colorado River Authority, a copy of same 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. E RESOLVED this 15th day of December, 1►5 4.41401 1,"),410 NY " �, WEL , May. r City of Round Rock, Texas CHRISTINE R. MARTINEZ, City Secreta @PFDesktop\::ODMA/WORLDOX/O:/WDOX/RESOLUTI/R51215C2.WPD/sc INTERLOCAL AGREEMENT FOR REHABILITATION OF WASTEWATER COLLECTION LINES This Interlocal Agreement for Rehabilitation of Wastewater Lines (the "Agreement") is entered into between the Lower Colorado River Authority ("LCRA") and the City of Round Rock, Texas ("CITY"). RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, entitled the "Texas Interlocal Cooperation Act," provides that any one or more public agencies may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this state and the mutual benefits of the parties; and WHEREAS, LCRA and CITY, together with the Brazos River Authority ("Brazos") and other entities, are parties to that certain "Wastewater Disposal Contract" dated October 1, 2000 (the "Wastewater Disposal Contract"); and WHEREAS, the Wastewater Disposal Contract contemplates that LCRA and Brazos will construct, own, operate and maintain certain wastewater facilities, including certain wastewater collection and transmission lines as part of the Brushy Creek Regional Wastewater System, or the "System," as defined in the Wastewater Disposal Contract; and WHEREAS, Section 2.06 of the Wastewater Disposal Contract contemplates that LCRA, when it determines that "Required Improvements," as defined in the Wastewater Disposal Contract, need to be constructed shall give all "Customers" and members of the "Technical Review Committee," as such terms are defined in the Wastewater Disposal Contract, forty-five (45) days notice of LCRA's intent to proceed with construction of such Required Improvements; and whereas LCRA intends to provide the Customers a copy of this Agreement as notice of the Required Improvements to be provided under this Agreement; and WHEREAS, portions of the System include wastewater collection and transportation lines of forty-eight (48) inches in diameter or less which lie within CITY' s city limits or extraterritorial jurisdiction as shown generally on Exhibit "A" attached hereto and incorporated herein as if fully set forth (the "LCRA Lines") and the LCRA Lines need to be rehabilitated in order to maintain their capability to perform their intended function of providing adequate Wastewater service to the Customers in accordance with the Wastewater Disposal Contract; and WHEREAS, CITY also has wastewater collection and transportation lines within its city limits and extraterritorial jurisdiction as shown on Exhibit "A" hereto (the "CITY Lines") which require rehabilitation; and WHEREAS, CITY and LCRA desire to enter into this Agreement for the joint rehabilitation of the LCRA Lines and the CITY Lines (collectively, the "Lines"); and 1 a EXHIBIT NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, LCRA and CITY agree as follows: AGREEMENT Section 1. Project Management by CITY. CITY shall be the Project Manager for all rehabilitation work to be performed under this Agreement. As Project Manager, CITY shall select, and supervise the work of, a consulting engineer or engineers (the "Engineer") and construction contractor or contractors (the "Contractor") for the rehabilitation work on any particular portion of the Lines. Section 2. Timing of Rehabilitation Work. Pursuant to an agreement with the Texas Commission on Environmental Quality (the "Commission"), CITY has grouped the CITY Lines into thirty-nine (47) basins of which twenty-one (24) are located over the Edwards Aquifer Recharge Zone. CITY' s agreement with the Commission requires, and LCRA so agrees, that CITY will evaluate and rehabilitate, as needed, each of the Lines located in basins over the Edwards Aquifer Recharge Zone at least once during each seven (7) year period. However, at the end of every seven (7) year period, CITY will start over with its evaluation and rehabilitation, if needed, of Lines in basins over the Edwards Aquifer Recharge Zone. The other eighteen (23) basins not located over the Edwards Aquifer Recharge Zone will be evaluated and rehabilitated, as needed, based on availability of funds. Section 3. Preparation for Rehabilitation Work. CITY shall prepare the Lines for the Engineer's inspection and analysis through manhole inspections, cleaning, television inspection and/or other means. Section 4. Design and Bidding of Rehabilitation Work. The Engineer shall design the rehabilitation work to be performed on any portion of the Lines, including preparing plans, specifications, and a project manual for the rehabilitation work to be performed (the "Design"), which work shall include, but not be limited to, inspection, analysis, grouting, point repairs and associated manhole rehabilitation and replacement. The Engineer's Design shall include a request for bidders showing a separate breakout of the required rehabilitation for LCRA Lines and for CITY Lines for purposes of bidding. A copy of the Design shall be provided to LCRA and LCRA shall have thirty (30) days after receipt of the Design to review and approve the Design prior to bidding of same. After LCRA approves the Design, in writing, CITY shall advertise for bids for performing the rehabilitation work set forth in the Design in accordance with State law. After receipt of bids by CITY, the Engineer shall submit to each of CITY and LCRA a bid tabulation (showing the breakout of the rehabilitation work costs for the LCRA Lines and the CITY Lines) together with the Engineer's recommendation for award of the contract for the rehabilitation work. CITY shall determine whether, and to whom, it will award the contract, but CITY may award the contract only after LCRA approval, in writing, of the award; such approval shall not be unreasonably withheld or delayed. 2 Section 5. Performance of the Rehabilitation Work. CITY shall enter into the contract with the successful bidder for the rehabilitation work prescribed by the Design. CITY will oversee the Contractor that is so selected and will provide management and inspection of the rehabilitation work; provided, however, LCRA shall have the right to inspect the work on any LCRA Lines. Section 6. Change Orders. CITY shall consider and approve any necessary or appropriate change orders; provided that if any change order would affect the LCRA Lines or the amount to be paid by LCRA, it shall first be submitted to and approved in writing by LCRA; such approval shall not be unreasonably withheld or delayed. Section 7. Insurance and Bonds for Rehabilitation Work. a. Bonds. CITY agrees to require the Contractor to name LCRA and Brazos as additional obligees on any performance or payment bonds that Contractor is required, pursuant to the contract between CITY and Contractor relating to the LCRA Lines, to provide to the City. b. CITY shall require Contractor to name LCRA and Brazos as additional insureds on any insurance coverage that Contractor is required, pursuant to the contract between CITY and Contractor, to provide to CITY relating to: (i) claims under workers' compensation, disability benefits, and other similar employee benefit laws; (ii) claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; (iii) claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; (iv) claims for damages, other than to the work itself, because of injury to or destruction of tangible property, wherever located, including loss of use resulting therefrom; and, (v) claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The Contractor, prior to commencing work on LCRA Lines, shall be required to present LCRA with a current insurance certificate that meets the requirements of this section and shows that LCRA and Brazos have been named as additional insureds on such insurance certificate. The insurance certificate shall reflect carrier's written endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days prior written notice has been given to LCRA and Brazos. Section 8. Project Completion and Approval. CITY shall be responsible for final approval of the rehabilitation work under any contract. However, prior to issuance by CITY of a certificate of substantial completion of the rehabilitation work for any LCRA Lines, LCRA must be consulted and given an opportunity to inspect the final construction and must also approve 3 that part of the work in writing; such approval shall not be unreasonably withheld or delayed. CITY shall provide LCRA a copy of any "as -built" or "record" drawings within thirty (30) days after completion of the work. CITY shall obtain warranties from its Contractor for the work on the LCRA Lines on the same terms for which CITY receives warranties from its Contractor for the CITY Lines. After completion of any rehabilitation contract, CITY shall be responsible for pursuing any warranty or similar rights related to the work. Section 9. Payment for Design and Rehabilitation Work. a. CITY shall be responsible for the preparation for any Line, as provided in Section 3 of this Agreement, prior to designing and performing any rehabilitation work; provided, however, within thirty (30) days after CITY submits an invoice to LCRA for the costs of the preparation work, LCRA shall reimburse CITY for LCRA's share of such preparation costs based on the actual length and diameter of LCRA Lines included in the preparation. CITY shall provide LCRA an estimate of the cost for said preparation based on cost per linear foot along with an estimate of number of linear feet subject to preparation in advance of beginning said preparation work, and LCRA shall provide comments or approval on said estimate within fifteen (15) business days of delivery of the estimate or else the estimate shall be deemed approved. CITY may hire a qualified professional to perform such preparation work or may perform the preparation with CITY personnel and equipment. If CITY performs the preparation with CITY personnel and equipment, the cost for such work shall be agreed hereafter between the parties so that CITY' s cost is approximately the same as the cost would be if a qualified professional had performed the preparation. b. CITY shall be responsible for paying for the Engineer to prepare the Design for any rehabilitation work; provided, however, within thirty (30) days after LCRA approval of the Design, LCRA shall reimburse CITY for LCRA's pro rata share of such Design costs, based on the ratio of linear feet of LCRA Lines included in the Design to the total amount of linear feet of all Lines in the Design. c. CITY shall also be responsible for paying for all amounts owed to any successful Contractor for rehabilitation work; provided, however, LCRA shall pay to CITY the portion of the costs of the rehabilitation work as specified by the bid for LCRA Lines on a monthly, quarterly or other basis as determined by CITY and communicated in writing to LCRA. d. In addition to the costs described above, LCRA also shall pay a project management fee of six (6) percent of LCRA's pro rata share of such costs for the preparation, design, construction and any other related costs for the LCRA Lines. Section 10. General Provisions. The following general provisions shall apply to this Agreement: a. Interlocal Cooperation. The parties agree to cooperate with each other in good faith at all 4 times to effectuate the purposes and intent of this Agreement. b. Payment from Current Revenues. Pursuant to Chapter 791, Tex. Government Code, LCRA agrees that payments made by it under this Agreement are for governmental services and shall be provided for from current revenues or other funds of LCRA lawfully available for this purpose. c. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous understandings or representations, whether oral or written, respecting the subject matter hereof. d. Amendments. Any amendment hereof must be in writing and signed by the authorized representative for all parties. e. Interpretation and Authority. The parties acknowledge that this Agreement is entered into pursuant to the authority of Texas law including, without limitation, the authority conferred in V.T.C.A. Government Code, Chapter 791 ("Interlocal Cooperation Act"). In the event of any irreconcilable conflict between the provisions of this Agreement and the provisions of the Wastewater Disposal Contract or any other agreement made by and between the parties, the provisions of this Agreement shall prevail with respect to the subject matter hereof. Except as set forth above, this Agreement shall not be construed to breach, modify, supplement or otherwise alter the provisions of any other agreement entered into by and between LCRA and CITY. f. Applicable Law. This Agreement shall be construed under and in accordance with the laws of the State of Texas. g. Assignment. Neither party may assign its rights and obligations under this Agreement. h. Other Instruments; Actions. The parties hereto agree that they will take such other and further actions and execute and deliver such other and further consents, authorizations, instruments or documents as are necessary or incidental to effectuate the purposes of this Agreement. Wherever this Agreement requires either party to take an action or grant an approval or consent, such action, approval or consent shall be not unreasonably withheld, delayed or conditioned. No Third Party Beneficiaries. Except as expressly provided above, nothing herein shall ever be construed to confer upon any person other than the parties hereto any rights, benefits or remedies under or by reason of this Agreement. No Joint Venture, Partnership or Agency. This Agreement shall not be construed in any form or manner to establish a partnership, joint venture or agency, express or implied, nor any employer-employee or borrowed servant relationship by and between the parties hereto. 5 k. Force Majeure. If, by reason of Force Majeure, as hereinafter defined, any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then such party shall give written notice of the particulars of such Force Majeure to the other party or parties within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall in good faith exercise its best efforts to remove or overcome such liability. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes, storms, floods, washouts, droughts or other natural disasters; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. 1. Addresses. Items required to be sent to the parties under this Agreement shall be mailed, postage prepaid, first class mail, properly addressed to each as follows: LCRA: Lower Colorado River Authority P.O. Box 220 Austin TX 78767 Attention: Scott B. Ahlstrom, P.E., P.M.P. Manager, Water and Wastewater Utility Services CITY: City of Round Rock 221 East Main Round Rock, Texas 78664 Fax No. (512) 218-7097 Attention: Tom Clark Director of Utilities m. Venue. Venue for any suit arising hereunder shall be in Williamson or Travis County. n. Brazos. Pursuant to the Wastewater Disposal Contract, the Brazos River Authority ("Brazos") acts as the operator of the System for LCRA and therefore, the parties agree that Brazos may from time to time, after notice in writing from LCRA to CITY, act as LCRA's agent for purposes of implementing this Agreement. 6 o. Duplicate Originals. This Agreement may be executed simultaneously in duplicate originals each of equal dignity. P. q. Effective Date. This Agreement shall be effective from and after the latest date of due execution hereof by the authorized representatives of LCRA and CITY. Term; Termination. The initial term of this Agreement shall be for seven (7) years from the Effective Date; provided, however, either party shall be entitled to terminate this Agreement for any reason on thirty (30) days written notice to the other party and provided that any rights or obligations of the parties under this Agreement at the time of termination related to ongoing Design or rehabilitation work that previously has been approved by both parties shall survive the termination of this Agreement. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement on the date(s) set forth below. ATTEST: LOWER COLORADO RIVER AUTHORITY By: Date: Scott B. Ahlstrom, P.E., P.M.P. Manager, Water and Wastewater Utility services CITY OF ROUND ROCK, TEXAS By: Nyle Maxwell Mayor Date: Christine R. Martinez City Secretary 7 (SEAL) Lij CU �]0�, X V. LLI_ J� w 0 '- 1- Q v� NOT TO SCALE a 79 Tri f 620 45 Legend WASTEWATER LINES REGIONAL LINES / CITY OF ROUND ROCK WASTEWATER LANESROUND ROCK,TEXAS N I��E.7�IONAL LINES. PURPOSE.PASSION.PROSPERITY. NOT TO SCALE S\GraphklACou-Agenda ltemslEngineering\2065\Wesrcwater LklNtyWASTEWATER WITH REGIONAL@WV_WITH_REGIONALmxd DATE: December 7, 2005 SUBJECT: City Council Meeting - December 15, 2005 ITEM: 9.C.2. Consider a resolution authorizing the Mayor to execute an Interlocal Agreement for Rehabilitation of Wastewater Collection Lines with the Lower Colorado River Authority. Department: Water and Wastewater Utilities Staff Person: Michael Thane, Engineering Manager Justification: This interlocal agreement authorizes the City of Round Rock to inspect and rehabilitate the regional wastewater collection system located in the City on behalf of the LCRA, and formalizes the payment for these services to the City. Funding: Cost: N/A Source of funds: N/A Outside Resources: Lower Colorado River Authority Background Information: The City is required to inspect, repair, and certify that its wastewater collection system is in compliance with the Texas Commission on Environmental Quality's Edwards Aquifer Recharge Zone Protection Program. The elimination of defects reduce inflow and infiltration entering the sewer system, thereby reducing the City's treatment cost to the LCRA and BRA, who own and operate the Brushy Creek Regional Wastewater Treatment Plant and regional collection lines. LCRA owns and operates a series of regional wastewater collection lines leading to the two wastewater treatment plants located within the City of Round Rock. The City has been performing cleaning, inspection, and rehabilitation services to its own lines and to some of the LCRA-owned lines since the inception of the Edwards Aquifer Recharge Zone Protection Program. This agreement will formalize the performance and payment duties of both parties for previous as well as future work performed. Public Comment: N/A INTERLOCAL AGREEMENT FOR REHABILITATION OF WASTEWATER COLLECTION LINES This Interlocal Agreement for Rehabilitation of Wastewater Lines (the "Agreement") is entered into between the Lower Colorado River Authority ("LCRA") and the City of Round Rock, Texas ("CITY"). RECITALS WHEREAS, V.T.C.A., Government Code, Chapter 791, entitled the "Texas Interlocal Cooperation Act," provides that any one or more public agencies may contract with each other for the performance of governmental functions or services for the promotion and protection of the health and welfare of the inhabitants of this state and the mutual benefits of the parties; and WHEREAS, LCRA and CITY, together with the Brazos River Authority ("Brazos") and other entities, are parties to that certain "Wastewater Disposal Contract" dated October 1, 2000 (the "Wastewater Disposal Contract"); and WHEREAS, the Wastewater Disposal Contract contemplates that LCRA and Brazos will construct, own, operate and maintain certain wastewater facilities, including certain wastewater collection and transmission lines as part of the Brushy Creek Regional Wastewater System, or the "System," as defined in the Wastewater Disposal Contract; and WHEREAS, Section 2.06 of the Wastewater Disposal Contract contemplates that LCRA, when it determines that "Required Improvements," as defined in the Wastewater Disposal Contract, need to be constructed shall give all "Customers" and members of the "Technical Review Committee," as such terms are defined in the Wastewater Disposal Contract, forty-five (45) days notice of LCRA's intent to proceed with construction of such Required Improvements; and whereas LCRA intends to provide the Customers a copy of this Agreement as notice of the Required Improvements to be provided under this Agreement; and WHEREAS, portions of the System include wastewater collection and transportation lines of forty-eight (48) inches in diameter or less which lie within CITY' s city limits or extraterritorial jurisdiction as shown generally on Exhibit "A" attached hereto and incorporated herein as if fully set forth (the "LCRA Lines") and the LCRA Lines need to be rehabilitated in order to maintain their capability to perform their intended function of providing adequate Wastewater service to the Customers in accordance with the Wastewater Disposal Contract; and WHEREAS, CITY also has wastewater collection and transportation lines within its city limits and extraterritorial jurisdiction as shown on Exhibit "A" hereto (the "CITY Lines") which require rehabilitation; and WHEREAS, CITY and LCRA desire to enter into this Agreement for the joint rehabilitation of the LCRA Lines and the CITY Lines (collectively, the "Lines"); and R -05-/2.-/5-9C2, 1 NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, LCRA and CITY agree as follows: AGREEMENT Section 1. Project Management by CITY. CITY shall be the Project Manager for all rehabilitation work to be performed under this Agreement. As Project Manager, CITY shall select, and supervise the work of, a consulting engineer or engineers (the "Engineer") and construction contractor or contractors (the "Contractor") for the rehabilitation work on any particular portion of the Lines. Section 2. Timing of Rehabilitation Work. Pursuant to an agreement with the Texas Commission on Environmental Quality (the "Commission"), CITY has grouped the CITY Lines into thirty-nine (47) basins of which twenty-one (24) are located over the Edwards Aquifer Recharge Zone. CITY's agreement with the Commission requires, and LCRA so agrees, that CITY will evaluate and rehabilitate, as needed, each of the Lines located in basins over the Edwards Aquifer Recharge Zone at least once during each seven (7) year period. However, at the end of every seven (7) year period, CITY will start over with its evaluation and rehabilitation, if needed, of Lines in basins over the Edwards Aquifer Recharge Zone. The other eighteen (23) basins not located over the Edwards Aquifer Recharge Zone will be evaluated and rehabilitated, as needed, based on availability of funds. Section 3. Preparation for Rehabilitation Work. CITY shall prepare the Lines for the Engineer's inspection and analysis through manhole inspections, cleaning, television inspection and/or other means. Section 4. Design and Bidding of Rehabilitation Work. The Engineer shall design the rehabilitation work to be performed on any portion of the Lines, including preparing plans, specifications, and a project manual for the rehabilitation work to be performed (the "Design"), which work shall include, but not be limited to, inspection, analysis, grouting, point repairs and associated manhole rehabilitation and replacement. The Engineer's Design shall include a request for bidders showing a separate breakout of the required rehabilitation for LCRA Lines and for CITY Lines for purposes of bidding. A copy of the Design shall be provided to LCRA and LCRA shall have thirty (30) days after receipt of the Design to review and approve the Design prior to bidding of same. After LCRA approves the Design, in writing, CITY shall advertise for bids for performing the rehabilitation work set forth in the Design in accordance with State law. After receipt of bids by CITY, the Engineer shall submit to each of CITY and LCRA a bid tabulation (showing the breakout of the rehabilitation work costs for the LCRA Lines and the CITY Lines) together with the Engineer's recommendation for award of the contract for the rehabilitation work. CITY shall determine whether, and to whom, it will award the contract, but CITY may award the contract only after LCRA approval, in writing, of the award; such approval shall not be unreasonably withheld or delayed. 2 Section 5. Performance of the Rehabilitation Work. CITY shall enter into the contract with the successful bidder for the rehabilitation work prescribed by the Design. CITY will oversee the Contractor that is so selected and will provide management and inspection of the rehabilitation work; provided, however, LCRA shall have the right to inspect the work on any LCRA Lines. Section 6. Change Orders. CITY shall consider and approve any necessary or appropriate change orders; provided that if any change order would affect the LCRA Lines or the amount to be paid by LCRA, it shall first be submitted to and approved in writing by LCRA; such approval shall not be unreasonably withheld or delayed. Section 7. Insurance and Bonds for Rehabilitation Work. a. Bonds. CITY agrees to require the Contractor to name LCRA and Brazos as additional obligees on any performance or payment bonds that Contractor is required, pursuant to the contract between CITY and Contractor relating to the LCRA Lines, to provide to the City. b. CITY shall require Contractor to name LCRA and Brazos as additional insureds on any insurance coverage that Contractor is required, pursuant to the contract between CITY and Contractor, to provide to CITY relating to: (i) claims under workers' compensation, disability benefits, and other similar employee benefit laws; (ii) claims for damages because of bodily injury, occupational sickness or disease, or death of Contractor's employees; (iii) claims for damages because of bodily injury, sickness or disease, or death of any person other than Contractor's employees; (iv) claims for damages, other than to the work itself, because of injury to or destruction of tangible property, wherever located, including loss of use resulting therefrom; and, (v) claims for damages because of bodily injury or death of any person or property damage arising out of the ownership, maintenance or use of any motor vehicle. The Contractor, prior to commencing work on LCRA Lines, shall be required to present LCRA with a current insurance certificate that meets the requirements of this section and shows that LCRA and Brazos have been named as additional insureds on such insurance certificate. The insurance certificate shall reflect carrier's written endorsement that the coverage afforded will not be canceled, materially changed or renewal refused until at least thirty days prior written notice has been given to LCRA and Brazos. Section 8. Project Completion and Approval. CITY shall be responsible for final approval of the rehabilitation work under any contract. However, prior to issuance by CITY of a certificate of substantial completion of the rehabilitation work for any LCRA Lines, LCRA must be consulted and given an opportunity to inspect the final construction and must also approve 3 that part of the work in writing; such approval shall not be unreasonably withheld or delayed. CITY shall provide LCRA a copy of any "as -built" or "record" drawings within thirty (30) days after completion of the work. CITY shall obtain warranties from its Contractor for the work on the LCRA Lines on the same terms for which CITY receives warranties from its Contractor for the CITY Lines. After completion of any rehabilitation contract, CITY shall be responsible for pursuing any warranty or similar rights related to the work. Section 9. Payment for Design and Rehabilitation Work. a. CITY shall be responsible for the preparation for any Line, as provided in Section 3 of this Agreement, prior to designing and performing any rehabilitation work; provided, however, within thirty (30) days after CITY submits an invoice to LCRA for the costs of the preparation work, LCRA shall reimburse CITY for LCRA's share of such preparation costs based on the actual length and diameter of LCRA Lines included in the preparation. CITY shall provide LCRA an estimate of the cost for said preparation based on cost per linear foot along with an estimate of number of linear feet subject to preparation in advance of beginning said preparation work, and LCRA shall provide comments or approval on said estimate within fifteen (15) business days of delivery of the estimate or else the estimate shall be deemed approved. CITY may hire a qualified professional to perform such preparation work or may perform the preparation with CITY personnel and equipment. If CITY performs the preparation with CITY personnel and equipment, the cost for such work shall be agreed hereafter between the parties so that CITY' s cost is approximately the same as the cost would be if a qualified professional had performed the preparation. b. CITY shall be responsible for paying for the Engineer to prepare the Design for any rehabilitation work; provided, however, within thirty (30) days after LCRA approval of the Design, LCRA shall reimburse CITY for LCRA's pro rata share of such Design costs, based on the ratio of linear feet of LCRA Lines included in the Design to the total amount of linear feet of all Lines in the Design. c. CITY shall also be responsible for paying for all amounts owed to any successful Contractor for rehabilitation work; provided, however, LCRA shall pay to CITY the portion of the costs of the rehabilitation work as specified by the bid for LCRA Lines on a monthly, quarterly or other basis as determined by CITY and communicated in writing to LCRA. d. In addition to the costs described above, LCRA also shall pay a project management fee of six (6) percent of LCRA's pro rata share of such costs for the preparation, design, construction and any other related costs for the LCRA Lines. Section 10. General Provisions. The following general provisions shall apply to this Agreement: a. Interlocal Cooperation. The parties agree to cooperate with each other in good faith at all 4 times to effectuate the purposes and intent of this Agreement. b. Payment from Current Revenues. Pursuant to Chapter 791, Tex. Government Code, LCRA agrees that payments made by it under this Agreement are for governmental services and shall be provided for from current revenues or other funds of LCRA lawfully available for this purpose. c. Entire Agreement. This Agreement contains the entire agreement of the parties and supersedes all prior and contemporaneous understandings or representations, whether oral or written, respecting the subject matter hereof. d. Amendments. Any amendment hereof must be in writing and signed by the authorized representative for all parties. e. Interpretation and Authority. The parties acknowledge that this Agreement is entered into pursuant to the authority of Texas law including, without limitation, the authority conferred in V.T.C.A. Government Code, Chapter 791 ("Interlocal Cooperation Act"). In the event of any irreconcilable conflict between the provisions of this Agreement and the provisions of the Wastewater Disposal Contract or any other agreement made by and between the parties, the provisions of this Agreement shall prevail with respect to the subject matter hereof. Except as set forth above, this Agreement shall not be construed to breach, modify, supplement or otherwise alter the provisions of any other agreement entered into by and between LCRA and CITY. f. Applicable Law. This Agreement shall be construed under and in accordance with the laws of the State of Texas. g. Assignment. Neither party may assign its rights and obligations under this Agreement. h. Other Instruments; Actions. The parties hereto agree that they will take such other and further actions and execute and deliver such other and further consents, authorizations, instruments or documents as are necessary or incidental to effectuate the purposes of this Agreement. Wherever this Agreement requires either party to take an action or grant an approval or consent, such action, approval or consent shall be not unreasonably withheld, delayed or conditioned. i. No Third Party Beneficiaries. Except as expressly provided above, nothing herein shall ever be construed to confer upon any person other than the parties hereto any rights, benefits or remedies under or by reason of this Agreement. No Joint Venture, Partnership or Agency. This Agreement shall not be construed in any form or manner to establish a partnership, joint venture or agency, express or implied, nor any employer-employee or borrowed servant relationship by and between the parties hereto. 5 k. Force Majeure. If, by reason of Force Majeure, as hereinafter defined, any party shall be rendered wholly or partially unable to carry out its obligations under this Agreement, then such party shall give written notice of the particulars of such Force Majeure to the other party or parties within a reasonable time after the occurrence thereof. The obligations of the party giving such notice, to the extent affected by such Force Majeure, shall be suspended during the continuance of the inability claimed and for no longer period, and any such party shall in good faith exercise its best efforts to remove or overcome such liability. The term "Force Majeure" as utilized herein shall mean and refer to acts of God; strikes, lockouts or other industrial disturbances; acts of public enemies; orders of any kind of the government of the United States, the State of Texas, or any other civil or military authority; insurrections; riots; epidemics; landslides; earthquakes; lightning; fires; hurricanes, storms, floods, washouts, droughts or other natural disasters; arrests; restraint of government and people; civil disturbances; explosions; breakage or accidents to machinery, pipelines or canals; or other causes not reasonably within the control of the party claiming such inability. 1. Addresses. Items required to be sent to the parties under this Agreement shall be mailed, postage prepaid, first class mail, properly addressed to each as follows: LCRA: Lower Colorado River Authority P.O. Box 220 Austin TX 78767 Attention: Scott B. Ahlstrom, P.E., P.M.P. Manager, Water and Wastewater Utility Services CITY: City of Round Rock 221 East Main Round Rock, Texas 78664 Fax No. (512) 218-7097 Attention: Tom Clark Director of Utilities m. Venue. Venue for any suit arising hereunder shall be in Williamson or Travis County. n. Brazos. Pursuant to the Wastewater Disposal Contract, the Brazos River Authority ("Brazos") acts as the operator of the System for LCRA and therefore, the parties agree that Brazos may from time to time, after notice in writing from LCRA to CITY, act as LCRA's agent for purposes of implementing this Agreement. 6 o. Duplicate Originals. This Agreement may be executed simultaneously in duplicate originals each of equal dignity. P. q. Effective Date. This Agreement shall be effective from and after the latest date of due execution hereof by the authorized representatives of LCRA and CITY. Term; Termination. The initial term of this Agreement shall be for seven (7) years from the Effective Date; provided, however, either party shall be entitled to terminate this Agreement for any reason on thirty (30) days written notice to the other party and provided that any rights or obligations of the parties under this Agreement at the time of termination related to ongoing Design or rehabilitation work that previously has been approved by both parties shall survive the termination of this Agreement. IN WITNESS WHEREOF, the authorized representatives of the parties have executed this Agreement on the date(s) set forth below. ATTEST: LOWER COLORADO RIVER AUTHORITY Date: Scott B. Ahlstrom, P.E., P.M.P. Manager, Water and Wastewater Utility services CITY OF ROUND ROCK, TE B Date: le Maxwe 1 Mayor Christine R. Martinez City Secretary 7 (SEAL)