R-07-02-08-11D2 - 2/8/2007RESOLUTION NO. R -07-02-08-11D2
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 Regarding Ancillary Consulting Services for
Regional Water System with the City of Cedar Park and the City of
Leander, 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 Interlocal Agreement Regarding Ancillary
Consulting Services for Regional Water System with the City of Cedar
Park and the City of Leander, 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.
RESOLVED this 8th day of February,
ATTEST
NY. <° WE L, Mayor
City of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secretary
0:\wdox\RESOLUTI\R70208D2.WPD/rmc
INTERLOCAL AGREEMENT REGARDING ANCILLARY
CONSULTING SERVICES FOR REGIONAL WATER SYSTEM
THE STATE OF TEXAS
KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON
THIS INTERLOCAL AGREEMENT REGARDING ANCILLARY CONSULTING
SERVICES FOR REGIONAL WATER SYSTEM ("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"), and the City of Leander, Texas, a Texas home -
rule city ("Leander"). In this Agreement, Round Rock, Cedar Park and Leander are sometimes
individually referred to as " Party" and collectively referred to as "Parties".
Recitals
WHEREAS, the growth of the Cities of Round Rock, Cedar Park and Leander
necessitates the development of additional water treatment capacity for each of these
communities;
WHEREAS, the Parties have agreed to jointly pursue a regional water supply system
that will ultimately provide treatment capacity for an additional 105.8 million gallons per day of
potable water supply to meet future water demands of the Parties based on projected population
growth;
WHEREAS, the Parties desire to proceed with consulting services, including
preliminary and final engineering design, related to the regional water system project; and
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions
pursuant to which the Parties may authorize ancillary consulting services related to the regional
water system project, and pursuant to which the Parties will cost participate in all costs and
expenses related thereto.
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 for
Regional Project.
1.02 "Cedar Park" means the City of Cedar Park, Texas.
1
1.03 "City Managers Committee" means the committee consisting of the City Managers for
Cedar Park, Leander, and Round Rock.
1.04 "Consulting Services" means the ancillary consulting services to be performed by a
Project Consultant pursuant to a Consulting Services Contract. These services will be ancillary
to and in support of the preliminary and final design of the Regional Project and the construction
thereof.
1.05 "Consulting Services Contract(s)" means any contract(s) for ancillary consulting services
to be unanimously approved by the Parties as indicated by execution of a Memorandum of
Agreement and under which a Project Consultant shall provide Consulting Services.
1.06 "Consulting Services Costs" means all costs and expenses incurred by the Parties
pursuant to the Consulting Services Contracts for Consulting Services. Each Party shall bear its
share of the Consulting Services Costs in accordance with the Cost Allocation Percentage set
forth herein.
1.07 "Consulting Services Fund" means a fund to be established and administered by the
Contracting Party in accordance with Section 4.03 in order to provide monies to pay the
Consulting Services Costs.
1.08 "Contracting Party" means the city that contracts with the Project Consultant to provide
the Consulting Services.
1.09 "Cost Allocation Percentage" means the percentage of Consulting Services Costs to be
paid by each Party. The Cost Allocation Percentage for each Party is as follows:
Cedar Park: 14.18%
Leander: 47.26%
Round Rock 38.56%
1.10 "Design & Oversight Committee" or "D.O. Committee" means the engineering
representative(s) selected by each Party for purposes of overseeing the Regional Project in
accordance with the PER and the Project Schedule.
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 "Memorandum of Agreement" means the memorandum to be executed by the City
Manager for each Party memorializing the Parties' acceptance and approval of a Consulting
Services Contract.
1.14 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or
collectively, as applicable.
2
1.15 "PER" means the "Regional Water Supply Project Engineering Design Report" prepared
by HDR Engineering, Inc. and dated November 2006.
1.16 "Project Consultant" means a person or firm who is a party to a Consulting Services
Contract with the Parties.
1.17 "Regional Project" means the regional water supply system, which will ultimately
provide an additional 105.8 million gallons per day of potable water supply to meet future water
demands of the Parties, based on projected population growth, as more fully described in the
PER.
1.18 "Round Rock" means the City of Round Rock, Texas.
II.
ANCILLARY CONSULTING SERVICES
2.01 Ancillary Consulting Services.
(a) The Parties expect to contract with one or more Project Consultants to
provide Consulting Services.
(b) The Parties agree that one City will serve as the Contracting Party for each
Consulting Services Contract. The Contracting Party will have primary responsibility to oversee
and administer the Consulting Services contract, but shall do so at all times in cooperation with
the D.O. Committee. However, no Consulting Services Contract shall be approved without the
unanimous written consent of the Parties as indicated in a jointly executed Memorandum of
Agreement in the form attached hereto as Exhibit A. Each Party grants its City Manager
discretionary authority to execute a Memorandum of Agreement hereunder.
(c) Once unanimously approved, the scope of Consulting Services, including
any proposed changes to a Project Consultant's compensation in connection therewith, may only
be modified by unanimous written authorization of the Parties, acting by and through their
respective City Managers, which authorization shall be set forth in a written supplement to the
Memorandum of Agreement previously executed by each Party. Each Party grants its City
Manager discretionary authority to execute a written supplement to a previously approved
Memorandum of Agreement.
2.02 D.O. Committee Participation.
(a) Each Project Consultant shall work with and report to the D.O.
Committee. The D.O. Committee shall prepare a schedule of meetings with each Project
Consultant that shall be approved by all members of the D.O. Committee. The Contracting Party
shall ensure that each Project Consultant works cooperatively with the D.O. Committee. The
foregoing shall not be construed to prohibit any Party from communicating directly with a
Project Consultant regarding the Consulting Services without the presence or participation of the
other Parties, or from meeting with the Project Consultants when it is not practicable to schedule
a meeting with the D.O. Committee.
3
(b) The D.O. Committee shall:
(i) Attend and participate in regular meetings with each Project
Consultant to monitor the status of the Consulting Services and to provide direction and
recommendations with respect thereto;
(ii) Review and unanimously approve in writing any revisions to the
scope of Consulting Services to be performed by any Project Consultant;
(iii) Confirm in writing the final completion of Consulting Services
under the Consulting Services Contracts in accordance with the PER and the Project
Schedule; and
Services.
(iv) Address any other relevant matters relating to the Consulting
(c) Within ten (10) business days of receipt of any preliminary and/or final
reports prepared by a Project Consultant, the members of the D.O. Committee shall specify in
writing to each other any objections regarding the draft reports, and any proposed revisions
thereto. If any member of the D.O. Committee fails to object in writing to the report within the
10 -business -day period, then that member shall be deemed to have approved the draft report. In
the event that any member of the D.O. Committee timely objects to the draft report, then the
D.O. Committee shall endeavor in good faith to resolve the matter by unanimous agreement. If
the D.O. Committee cannot unanimously agree to the proper resolution within fifteen (15)
business days, then the D.O. Committee shall refer the dispute to the City Managers Committee.
The City Managers Committee shall work diligently and in good faith to resolve the dispute as
quickly as possible so as not to jeopardize the completion of the Regional Project in accordance
with the Project Schedule. If the City Managers Committee is unable to resolve a dispute after
reasonable and good faith efforts, the Contracting Party may terminate the affected Consulting
Services Contract.
2.03 Work Product.
(a) Any Party is entitled to copies of any work product produced by the
Project Consultants 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 Project
Consultants for their own purposes.
III.
PAYMENT OF CONSULTING SERVICES COSTS.
3.01 Payment of Consulting Services Costs.
(a) All Consulting Services Costs shall be shared by the Parties according to
the Cost Allocation Percentages.
4
(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 in accordance with each Party's Cost Allocation Percentage. The other
Parties shall forward payment therefor within ten (10) 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 shall work diligently and in good faith to resolve the dispute as quickly
as possible so as not to jeopardize the completion of the Regional Project. If the City Managers
are unable to resolve a dispute after reasonable and good faith efforts, the Contracting Party may
terminate the affected Consulting Services Contract.
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.
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:
5
CEDAR PARK:
with copy to:
ROUND ROCK:
with copy to:
Leander:
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: Sam Roberts
Telephone: (512) 258-4121 x6321
Facsimile: (512) 258-6083
Email: roberts(cr�,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(a,sheets-crossfield.com
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
with copy to: Diana Granger
223 W. Anderson Lane, Suite A-105
Austin, Texas 78752
Telephone: (512) 323-5778
Telecopy: (512) 323-5773
Email: attorneys@cityattomeytexas.com
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.
6
4.10 Exhibits. The following exhibits are attached to this Agreement and incorporated herein
by reference:
Exhibit A - Memorandum of Agreement
4.11 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.
4.12 Authority. Each Party represents and warrants that it has the full right, power and
authority to execute this Agreement
[SIGNATURES ON FOLLOWING PAGES]
7
ATTEST:
Christine Martinez, City Secretary
CITY OF ROUND ROCK:
By:
Date:
Nyle Maxwell, Mayor
ATTEST:
LeAnn Quinn, City Secretary
CITY OF CEDAR PARK:
By:
Date:
Bob Lemon, Mayor
ATTEST:
Debbie Haile, City Secretary
CITY OF LEANDER:
By:
Date:
John Cowman, Mayor
Exhibit A
Memorandum 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: January 10, 2007
Re: [Insert Name of 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 Consulting Services Contract
between the Project Consultant and (the "Contracting Party"), a copy of which is
attached hereto.
City of Round Rock
Jim Nuse, City Manager
Date:
City of Leander
Biff Johnson, City Manager
Date:
City of Cedar Park
Brenda Eivens, City Manager
Date:
11
DATE: February 1, 2007
SUBJECT: City Council Meeting - February 8, 2007
ITEM: 11.D.2. Consider a resolution authorizing the Mayor to execute an
Interlocal Agreement Regarding Ancillary Consulting Services for
Regional Water System with the City of Cedar Park and the City
of Leander.
Department: Water/Wastewater Utility
Staff Person: Michael Thane, Director
Justification:
This Interlocal agreement will authorize the City Manager's of the three cities to engage the
ancillary consulting services as they become necessary.
The agreement is among the cities of Round Rock, Cedar Park, and Leander. The purpose of
the agreement is to set forth the terms and conditions by which the three cities may
authorize and engage ancillary consulting services for the regional water treatment plant. It
is anticipated that such ancillary consulting services will include, among other items,
surveying, land acquisition, real estate appraisals, permitting and environmental
consultants. The costs of the consulting services will be shared in accordance with the cities'
capacity in the regional plant.
Funding:
Cost: Cedar Park: 14.18%
Leander: 47.26%
Round Rock: 38.56%
Source of funds: N/A
Outside Resources: N/A
Background Information:
This agreement is related to the Regional Water System Project.
Public Comment: N/A
INTERLOCAL AGREEMENT REGARDING ANCILLARY
CONSULTING SERVICES FOR REGIONAL WATER SYSTEM
THE STATE OF TEXAS
KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON
THIS INTERLOCAL AGREEMENT REGARDING ANCILLARY CONSULTING
SERVICES FOR REGIONAL WATER SYSTEM ("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"), and the City of Leander, Texas, a Texas home -
rule city ("Leander"). In this Agreement, Round Rock, Cedar Park and Leander are sometimes
individually referred to as " Party" and collectively referred to as "Parties".
Recitals
WHEREAS, the growth of the Cities of Round Rock, Cedar Park and Leander
necessitates the development of additional water treatment capacity for each of these
communities;
WHEREAS, the Parties have agreed to jointly pursue a regional water supply system
that will ultimately provide treatment capacity for an additional 105.8 million gallons per day of
potable water supply to meet future water demands of the Parties based on projected population
growth;
WHEREAS, the Parties desire to proceed with consulting services, including
preliminary and final engineering design, related to the regional water system project; and
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions
pursuant to which the Parties may authorize ancillary consulting services related to the regional
water system project, and pursuant to which the Parties will cost participate in all costs and
expenses related thereto.
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 for
Regional Project.
1.02 "Cedar Park" means the City of Cedar Park, Texas.
R-07-o2-o8-11c'a,
1
1.03 "City Managers Committee" means the committee consisting of the City Managers for
Cedar Park, Leander, and Round Rock.
1.04 "Consulting Services" means the ancillary consulting services to be performed by a
Project Consultant pursuant to a Consulting Services Contract. These services will be ancillary
to and in support of the preliminary and final design of the Regional Project and the construction
thereof.
1.05 "Consulting Services Contract(s)" means any contract(s) for ancillary consulting services
to be unanimously approved by the Parties as indicated by execution of a Memorandum of
Agreement and under which a Project Consultant shall provide Consulting Services.
1.06 "Consulting Services Costs" means all costs and expenses incurred by the Parties
pursuant to the Consulting Services Contracts for Consulting Services. Each Party shall bear its
share of the Consulting Services Costs in accordance with the Cost Allocation Percentage set
forth herein.
1.07 "Consulting Services Fund" means a fund to be established and administered by the
Contracting Party in accordance with Section 4.03 in order to provide monies to pay the
Consulting Services Costs.
1.08 "Contracting Party" means the city that contracts with the Project Consultant to provide
the Consulting Services.
1.09 "Cost Allocation Percentage" means the percentage of Consulting Services Costs to be
paid by each Party. The Cost Allocation Percentage for each Party is as follows:
Cedar Park: 14.18%
Leander: 47.26%
Round Rock 38.56%
1.10 "Design & Oversight Committee" or "D.O. Committee" means the engineering
representative(s) selected by each Party for purposes of overseeing the Regional Project in
accordance with the PER and the Project Schedule.
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 "Memorandum of Agreement" means the memorandum to be executed by the City
Manager for each Party memorializing the Parties' acceptance and approval of a Consulting
Services Contract.
1.14 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or
collectively, as applicable.
2
1.15 "PER" means the "Regional Water Supply Project Engineering Design Report" prepared
by HDR Engineering, Inc. and dated November 2006.
1.16 "Project Consultant" means a person or firm who is a party to a Consulting Services
Contract with the Parties.
1.17 "Regional Project" means the regional water supply system, which will ultimately
provide an additional 105.8 million gallons per day of potable water supply to meet future water
demands of the Parties, based on projected population growth, as more fully described in the
PER.
1.18 "Round Rock" means the City of Round Rock, Texas.
II.
ANCILLARY CONSULTING SERVICES
2.01 Ancillary Consulting Services.
(a) The Parties expect to contract with one or more Project Consultants to
provide Consulting Services.
(b) The Parties agree that one City will serve as the Contracting Party for each
Consulting Services Contract. The Contracting Party will have primary responsibility to oversee
and administer the Consulting Services contract, but shall do so at all times in cooperation with
the D.O. Committee. However, no Consulting Services Contract shall be approved without the
unanimous written consent of the Parties as indicated in a jointly executed Memorandum of
Agreement in the form attached hereto as Exhibit A. Each Party grants its City Manager
discretionary authority to execute a Memorandum of Agreement hereunder.
(c) Once unanimously approved, the scope of Consulting Services, including
any proposed changes to a Project Consultant's compensation in connection therewith, may only
be modified by unanimous written authorization of the Parties, acting by and through their
respective City Managers, which authorization shall be set forth in a written supplement to the
Memorandum of Agreement previously executed by each Party. Each Party grants its City
Manager discretionary authority to execute a written supplement to a previously approved
Memorandum of Agreement.
2.02 D.O. Committee Participation.
(a) Each Project Consultant shall work with and report to the D.O.
Committee. The D.O. Committee shall prepare a schedule of meetings with each Project
Consultant that shall be approved by all members of the D.O. Committee. The Contracting Party
shall ensure that each Project Consultant works cooperatively with the D.O. Committee. The
foregoing shall not be construed to prohibit any Party from communicating directly with a
Project Consultant regarding the Consulting Services without the presence or participation of the
other Parties, or from meeting with the Project Consultants when it is not practicable to schedule
a meeting with the D.O. Committee.
3
(b) The D.O. Committee shall:
(i) Attend and participate in regular meetings with each Project
Consultant to monitor the status of the Consulting Services and to provide direction and
recommendations with respect thereto;
(ii) Review and unanimously approve in writing any revisions to the
scope of Consulting Services to be performed by any Project Consultant;
(iii) Confirm in writing the final completion of Consulting Services
under the Consulting Services Contracts in accordance with the PER and the Project
Schedule; and
(iv) Address any other relevant matters relating to the Consulting
Services.
(c) Within ten (10) business days of receipt of any preliminary and/or final
reports prepared by a Project Consultant, the members of the D.O. Committee shall specify in
writing to each other any objections regarding the draft reports, and any proposed revisions
thereto. If any member of the D.O. Committee fails to object in writing to the report within the
10 -business -day period, then that member shall be deemed to have approved the draft report. In
the event that any member of the D.O. Committee timely objects to the draft report, then the
D.O. Committee shall endeavor in good faith to resolve the matter by unanimous agreement. If
the D.O. Committee cannot unanimously agree to the proper resolution within fifteen (15)
business days, then the D.O. Committee shall refer the dispute to the City Managers Committee.
The City Managers Committee shall work diligently and in good faith to resolve the dispute as
quickly as possible so as not to jeopardize the completion of the Regional Project in accordance
with the Project Schedule. If the City Managers Committee is unable to resolve a dispute after
reasonable and good faith efforts, the Contracting Party may terminate the affected Consulting
Services Contract.
2.03 Work Product.
(a) Any Party is entitled to copies of any work product produced by the
Project Consultants 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 Project
Consultants for their own purposes.
III.
PAYMENT OF CONSULTING SERVICES COSTS.
3.01 Payment of Consulting Services Costs.
(a) All Consulting Services Costs shall be shared by the Parties according to
the Cost Allocation Percentages.
4
(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 in accordance with each Party's Cost Allocation Percentage. The other
Parties shall forward payment therefor within ten (10) 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 shall work diligently and in good faith to resolve the dispute as quickly
as possible so as not to jeopardize the completion of the Regional Project. If the City Managers
are unable to resolve a dispute after reasonable and good faith efforts, the Contracting Party may
terminate the affected Consulting Services Contract.
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.
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:
5
CEDAR PARK:
with copy to:
ROUND ROCK:
with copy to:
Leander:
600 North Bell Blvd.
Cedar Park, Texas 78613
Attn: Sam Roberts
Telephone: (512) 258-4121 x6321
Facsimile: (512) 258-6083
Email: robertsaci.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
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
with copy to: Diana Granger
223 W. Anderson Lane, Suite A-105
Austin, Texas 78752
Telephone: (512) 323-5778
Telecopy: (512) 323-5773
Email: attorneys(a,cityattorneytexas.com
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.
6
4.10 Exhibits. The following exhibits are attached to this Agreement and incorporated herein
by reference:
Exhibit A - Memorandum of Agreement
4.11 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.
4.12 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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ATTEST:
Christine Martinez, City Secretary
CITY OF ROUND ROCK:
Bv:
Date: 0:7? -08-0'7
ATTEST:
LeAnn Quinn, City Secretary
CITY OF CEDAR PARK:
By:
Bob Lemon, Mayor
Date: Zla/6/7-
ATTEST:
CITY OF LEANDER:
By:
ohn Cowman, Mayor
Date:
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Exhibit A
Memorandum 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: January 10, 2007
Re: [Insert Name of 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 Consulting Services Contract
between the Project Consultant and (the "Contracting Party"), a copy of which is
attached hereto.
City of Round Rock
Jim Nuse, City Manager
Date:
City of Leander
Biff Johnson, City Manager
Date:
City of Cedar Park
Brenda Eivens, City Manager
Date:
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