R-07-04-12-11F3 - 4/12/2007 RESOLUTION NO. R-07-04-12-11173
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 Final Design Services for a 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 Final Design
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 12th day of April,
--��W-FeLt, Mayo
ATTEST City of Round Rock, Texas
CHRISTINE R. MARTINEZ, City Secret ry
0:\wdox\RESOLUTI\R70412F3.WPD/rmc/0199-4622
INTERLOCAL AGREEMENT REGARDING
FINAL DESIGN SERVICES FOR REGIONAL WATER SYSTEM
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
THIS INTERLOCAL AGREEMENT REGARDING FINAL DESIGN 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 supplies for each of these communities; and
WHEREAS, the Parties have agreed to jointly pursue a regional water supply system
that 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; and
WHEREAS, Round Rock, Cedar Park and the Lower Colorado River Authority
("LCRA"). have previously entered into multiple agreements in anticipation of the regional
water supply system, including: (i) the "Interlocal Agreement Regarding Design of New Hope
Regional Waterline"between Round Rock, Cedar Park and LCRA dated December 15, 2005; (ii)
the "Interlocal Agreement Regarding Construction of Regional Water Line" between Round
Rock, Cedar Park and LCRA dated March 23, 2006; (iii) the "Interlocal Agreement for Interim
Water Supply" between Round Rock and Cedar Park dated March 9, 2006; (iv) the Interlocal
Agreement Regarding Water Supply Agreement Obligations between LCRA and Cedar Park,
dated March 9, 2006; and the Wholesale Potable Water Service Agreement between the Brazos
River Authority, LCRA and Leander dated March 2, 1998; and
WHEREAS, the Parties desire to proceed with the final design and other consulting
services 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 shall authorize final design and other 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:
EXHIBIT
CADocuments and Settings\ssheets\Local Settings\Temporary Internet Files\OLKE2\Draft ILA Final Design Svcs 0403071.130Cddd nA
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 Final Design Services for
Regional Project.
1.02 "Cedar Park"means the City of Cedar Park, Texas.
1.03 "Cost Allocation Percentage" means the percentage of Final Design Costs to be paid by
each Party. The Cost Allocation Percentages for each category of Final Design Services and are
set forth on Exhibit"A" attached hereto.
1.04 "Design & Oversight Committee" or "D.O. Committee" means the engineering
representative(s) selected by each Party for purposes of overseeing the implementation of the
final design of the Regional Project in accordance with the PER and the Project Schedule, as
more particularly described in Art. II.
1.05 "Design Fund" means a fund to be established and administered by Round Rock in
accordance with Section 4.03 in order to provide monies to pay the Final Design Costs.
1.06 "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.
1.07 "LCRA"means the Lower Colorado River Authority.
1.08 "Leander"means the City of Leander, Texas.
1.09 "New Hope Water Line" means the water transmission line and related equipment and
appurtenances being constructed by Cedar Park on behalf of the Parties in accordance with the
terms of the New Hope Water Line Construction Agreement.
1.10 "New Hope Water Line Construction Agreement' means that certain Interlocal
Agreement Regarding Construction of Regional Water Line" dated March 23, 2006, between
Round Rock, Cedar Park, and LCRA relating to the construction of the New Hope Water Line.
1.11 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or
collectively, as applicable.
1.12 "PER" means the "Regional Water Supply Project Engineering Design Report" prepared
by HDR Engineering, Inc. and dated November 2006—Final Issue January 2007.
1.13 "Final Design Services" means the final engineering and other services to be performed
by the Project Consultants pursuant to the Final Design Contracts.
2
1.14 "Final Design Contracts" means those certain contracts for engineering services to be
approved by the Parties pursuant to which the Project Consultants shall provide Final Design
Services.
1.15 "Final Design Costs"means all costs and expenses incurred by the Parties pursuant to the
Final Design Contracts for Final Design Services.
1.16 "Project Consultant(s")means one or more of the following firms which are parties to the
Final Design Contracts with the Parties for each category of the Final Design Services, as
follows:
(a) Carter&Burgess, Inc. for the Raw Water System and Barge;
(b) Camp Dresser&McKee, Inc. for the Water Treatment Plant;
(c) Lockwood,Andrews and Newnam, Inc. for Segment 1 of the Treated Water
Transmission Line; and
(d) K Friese&Associates for Segment 2C of the Treated Water Transmission Line.
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.
1.19 "Project Schedule" means the Regional Water System Project Schedule attached as
Exhibit"B".
II.
DESIGN AND OVERSIGHT COMMITTEE
2.01 D.O. Committee. The Parties have created a Design & Oversight Committee ("D.O.
Committee") composed of one representative appointed by each Party. The following persons
are members of the D.O. Committee: Kenneth Wheeler on behalf of Cedar Park; Wayne Watts
on behalf of Leander; and Don Rundell on behalf of Round Rock. Each representative of a Party
shall serve at the will of the governing body(or its designee)that the person represents. Upon the
incapacitation, resignation, or revocation of the power of such representative , the governing
body of the appropriate Party(or its designee) shall promptly appoint a new representative to the
D.O. Committee, and shall immediately notify the other Parties in writing of such appointment.
Each Party may appoint one or more alternate representatives as it deems necessary and proper.
3
2.02 Responsibility of D.O. Committee. The D.O. Committee shall:
(i) Attend and participate in regular meetings with the Project
Consultants to monitor the status of the Final Design Services and to provide direction
and recommendations with respect thereto;
(ii) Review and unanimously approve in writing the final design
report, routing and location of the Regional Project facilities produced by the Project
Consultants in accordance with the PER;
(iii) Review and unanimously approve in writing any revisions to the
scope of Final Design Services to be performed by any Project Consultants;
(iv) Confirm in writing the final completion of Final Design Services
under the Final Design Contracts in accordance with the PER and the Project Schedule;
and
(v) Address any other pertinent matters relating to the Final Design
Services.
The D.O. Committee shall meet at regular intervals to review the matters over which it has
authority. The D.O. Committee shall be diligent, prompt and timely in reviewing and acting on
matters submitted to it.
III.
FINAL DESIGN SERVICES
3.01 Final Design and Project Management Services.
(a) The Parties intend to enter into Final Design Contracts in the form
unanimously approved by the Parties.
(b) Once approved, the scope of Final Design Services, including any
proposed changes to a Project Consultant's compensation in connection therewith, may only be
modified by unanimous written authorization from the Parties, which authorization shall be set
forth in a"Supplemental Contract"executed by each Party.
(c) The Parties have agreed to appoint Chris Lippe, P.E. to provide project
management services for the Regional Project in general and this Agreement in particular. Mr.
Lippe shall perform his work in cooperation with the D.O. Committee, shall regularly report to
the D.O. Committee, and shall support and assist the D.O. Committee in the performance of its
responsibilities.
3.02 D.O. Committee Participation.
(a) The D.O. Committee shall prepare a schedule of meetings with the Project
Consultants that shall be approved by all members of the D.O. Committee. The foregoing shall
not be construed to prohibit any Party from communicating with Project Consultants regarding
4
the Final Design 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.
(b) The Parties agree that the final route and location of the Regional Project
facilities will not be finalized until the D.O. Committee has reviewed and unanimously approved
in writing such design and location.
(c) Within ten (10) business days of receipt of any preliminary and/or final
reports prepared by the Project Consultants, 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
ten (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.
3.03 Work Product.
(a) Any Party is entitled to copies of any work product produced by the
Project Consultants in connection with the Final Design 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
Final Design Contracts, the Parties may utilize the work product produced by the Project
Consultants for their own purposes.
IV.
PAYMENT OF FINAL DESIGN COSTS.
4.01 Allocation of Final Design Costs. The Parties shall require each Project Consultant to
categorize the costs and services for which it seeks payment under the Final Design Contracts
into one of the following project categories (the "Project Categories") for purposes of applying
the correct Cost Allocation Percentage and thereby calculating each Party's share of the Final
Design Costs, as hereinafter set forth:
(i) "Raw Water System and Barge";
(ii) "Water Treatment Plant";
(iii) "Transmission Line Segment I"; or
(iv) "Transmission Line Segment 2C".
5
The Parties shall also require the Project Consultants to prepare separate invoices for each of the
project categories for payment.
4.02 Payment of Final Design Costs.
(a) All Final Design Costs shall be shared by the Parties according to the Cost
Allocation Percentages applicable to each Project Category designation, as set forth in Exhibit
"A" attached hereto.
(b) The Parties agree that Project Consultants will be instructed to send all
invoices to Round Rock and that upon receipt of each invoice from the Project Consultants,
Round Rock shall review the invoice and confirm: (i) that the Final Design Services have been
completed in accordance with the request for payment; (ii) that Final Design Services for which
payment is sought have been properly allocated to the correct Project Category; and (iii) that
each invoice does not seek payment for services for more than one Project Category.
(c) Upon Round Rock's approval of each invoice for Final
Design Services, Round Rock will transmit a copy of the approved invoice to the Cedar Park and
Leander representatives on the D.O. Committee. Within ten (10) business days of receipt of the
invoice for payment, the members of the D.O. Committee shall specify in writing to Round Rock
any objections regarding the invoice for payment, including any objections regarding the Project
Category designation. If any member of the D.O. Committee fails to object in writing to the
invoice within the ten (10) business day period, then the Party represented by such D.O.
Committee member shall be deemed to have approved the invoice for payment and the Project
category designation. In the event that any member of the D.O. Committee timely objects to the
invoice or Project Category designation, then the matter shall be resolved in accordance with the
following procedures:
(i) If the objection relates to the performance of work or services by a
Project Consultant, then the D.O. Committee shall exercise all rights to which it is
entitled under the Final Design Contract to resolve the dispute, require correction of the
defective work, and otherwise address the concern of the objecting member of the D.O.
Committee.
(ii) In the event that any member of the D.O. Committee objects to an
invoice for reasons not related to the performance of work or services by the Project
Consultant, including by way of example whether the correct Project Category
designation has been applied, 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 thirty (30) calendar days of the date of written
objection, then the invoice shall be paid as received; provided, however, that any Party
may subsequently seek a determination of the proper Project Category designation
through the dispute resolution process set forth in Sec. 4.04 below, and the allocation of
costs between the Parties shall be adjusted in accordance with such determination. Any
such request for dispute resolution must be brought within thirty (30) calendar days of
the date of written objection.
6
(d) The Parties agree that the cost of Round Rock's performing the aforesaid
financial administration and other general administrative services is the sum of$3,500
per month, not to exceed $42,000 total, which shall be shared and allocated among the
Parties as follows:
Cedar Park: 14.18%
Leander: 47.26%
Round Rock 38.56%
(e) In the event of termination of this Agreement prior to the completion of
the Regional Project, all Parties shall provide payment of their pro rata share of the
Final Design Costs incurred prior to and through the date of the termination.
4.03 Design Fund.
(a) The Parties shall contribute monies to the Design Fund in accordance with
the following provisions:
(i) Within ten (10) calendar days of execution of the Final Design
Contracts by the Parties, each Party shall deposit into the Design Fund a sum ("the
Design Payment"), which represents twenty five percent (25%) of each Party's share of
the estimated Final Design Costs. Each Party's estimated Design Payment, based on the
estimated Final Design Costs set forth in Exhibit "A" attached hereto, is set forth
below:
1) Round Rock- $657,015.50;
2) Leander- $781,338.56; and
3) Cedar Park- $211,735.69.
(ii) At such time as the balance in the Design Fund is substantially
depleted, as determined in Round Rock's reasonable discretion, Round Rock shall
provide written notice (by email or otherwise) thereof to the other Parties, each of
which shall have thirty(30) calendar days to deposit into the Design Fund an additional
Design Payment, in the same amount as originally deposited. Each notice by Round
Rock shall be accompanied by a written accounting report that identifies in reasonable
detail all prior expenditures from the Design Fund.
(iii) The foregoing process shall continue until such time as the Final
Design Costs have been paid in full. In the event that the Final Design Costs exceed the
original estimate, then each Party shall thereafter deposit within the Design Fund a sum
equal to the product determined by multiplying each Party's Cost Allocation Percentage
for the type of Final Design Services by the Final Design Costs for such services.
7
(b) In the event that there are remaining funds within the Design Fund upon
final completion of the Final Design Services, then Round Rock shall promptly divide and remit
within 30 calendar days such funds to the Parties on a pro rata basis according to the percentage
of all Final Design Costs previously paid by each of the Parties, or in the event the remaining
funds are attributable to one or more specific Project Category designations, the remaining funds
shall be remitted to the Parties according to each of the Party's Cost Allocation Percentage for
the Project Category designation. Payment shall be accompanied by a written accounting
describing the basis for calculation of payment to each Party.
(c) All interest that accumulates within the Design Fund shall remain within
such fund for payment of Final Design Costs.
4.04 Disputes. In the event of any disputes among the Parties, the Parties agree that 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.
V.
GENERAL PROVISIONS
5.01 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.
5.02 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.
5.03 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.
5.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the
purposes and intent of this Agreement.
5.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement
contains the entire agreement of the Parties regarding the sharing of costs for the Final Design
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.
5.06 Amendments. Any amendment of this Agreement must be in writing and will be
effective if signed by the authorized representatives of the Parties.
5.07 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.
8
5.08 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: 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
with copy to: Leonard Smith
P.O. Box 684633
Austin, Texas 78768
Telephone: (512)474-6707
Facsimile: (512)474-6706
Email: Ismith@leonardsmithlaw.com
ROUND ROCK: 221 East Main
Round Rock, Texas 78664
Attn: Jim Nuse
Telephone: (512) 218-5410
Facsimile:(512)218-7097
Email: inuse@round-rock.tx.us
with copy to: 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: Attn: Wayne Watts
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 L. Granger
223 W. Anderson Lane, Suite A-105
Austin, Texas 78752
Telephone: (512) 323-5778
Telecopy: (512) 323-5773
9
Email: attomUs@citvattomevtexas.com
5.09 Force Majeure. The 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.
5.10 Exhibits. The following exhibits are attached to this Agreement and incorporated herein
by reference:
Exhibit A- Cost Allocation Percentages
Exhibit B - Project Schedule
5.11 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.
5.12 Authority. Each Party represents and warrants that it has the full right, power and
authority to execute this Agreement
[SIGNATURES ON FOLLOWING PAGES]
10
CITY OF ROUND ROCK:
ATTEST:
By:
Christine Martinez, City Secretary Nyle Maxwell, Mayor
Date:
11
CITY OF CEDAR PARK:
ATTEST:
By:
LeAnn Quinn, City Secretary Bob Lemon, Mayor
Date:
12
CITY OF LEANDER:
ATTEST:
By:
Debbie Haile, City Secretary John Cowman, Mayor
Date:
13
EXHIBIT "A"
ALLOCATION OF COSTS
Capacity Cost
Phase/Segment MGD Allocation Costs
Raw Water System and Barge
Cedar Park 15.0 14.18% $310,835
Leander 50.0 47.26% $1,035,971
Round Rock 40.8 38.56% $845,261
Total 105.8 100.00% $2,192,067
Water Treatment Plant
Cedar Park 15.0 14.18% $369,644
Leander 50.0 47.26% $1,231,974
Round Rock 40.8 38.56% $1,005,182
Total 105.8 100.00% $2,606,800
Transmission Line Segments
Segment 1
Cedar Park 15.0 14.18% $166,463
Leander 50.0 47.26% $554,800
Round Rock 40.8 38.56% $452,668
Total 105.8 100.00% $1,173,931
Segment 2C
Cedar Park 0 0% $0
Leander 38 48.22% $302,610
Round Rock 40.8 51.78% $324,951
Total 78.8 100.00% $627,561
Allocation of Costs
Cedar Park $846,943
Leander $3,125,354
Round Rock $2,628,062
Total $6,600,359
25% Initial Payment
Cedar Park $211,735.69
Leander $781,338.56
Round Rock $657,015.50
14
EXHIBIT B
PROJECT SCHEDULE
15
P
S
LES Dew
FI-20(FLOATING INTAKE)
DWI-154(DEEP WATER INTAKE) �C 1Z
RW-1(36"RAW WATER LINE)
RW-2(78'RAW WATER LINE)
RW-3(64'RAW WATER LINE) 105.8 GD
Regional
RW-4(78"RAW WATER LINE) G
RW-5(g6-RAW WATER LINE)
. WTP-PH 1(WATER TREATMENT PLANT(PHASE 1)(3)(4)
TW-1(78"TREATED WATERLINE) kh'
TW-2A&2B(78'/12-TREATED WATER LINE) 9
TW-2C(72"TREATED WATER LINE)
TW-3(48"TREATED WATER LINE)
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I
Sandy Creek
wTP Lime
■ � Roan .
c
Fk�ting C P rk
ROUND ROCK,CEDAR PARK, &LEANDER
REGIONAL WATER SUPPLY PROJECT
153 7 MGD PROJECT SCHEDULED FOR COMPLETION-SPRING 2010
water
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yrt 0(S,CC UM:AL NAP5 VA IERNEW HOPE RD WATERLINE
DATE: April 5, 2007
SUBJECT: City Council Meeting - April 12, 2007
ITEM: 11.F.3. Consider a resolution authorizing the Mayor to execute an
Interlocal Agreement Regarding Final Design Services for a
Regional Water System with the City of Cedar Park and the City of
Leander.
Department: Water and Wastewater Utilities
Staff Person: Michael D. Thane, Utility Director
Justification:
The Cities of Round Rock, Cedar Park, and Leander have agreed to jointly pursue a Regional
(Lake Travis) Water System that will ultimately provide an additional 105.8 million gallons
per day of potable water to meet future water demands of the Cities based on projected
population growth. This Interlocal Agreement between the three Cities outlines the
procedure for managing the Final Design Service contracts. These services will be provided
by four highly respected Engineering Firms in the area. These firms were selected based on
the review of about 20 firms that responded to the Cities request for qualifications. All Final
Design Costs shall be shared by the Parties according to their ultimate capacity allocation
percentage in the Regional Water System. These percentages are Round Rock (38.56%);
Cedar Park (14.18%); and Leander (47.26%).
Funding:
Cost: $2,628,062 (Round Rock portion of Final Design Services)
Source of funds: Capital Project Funds (Self-Financed Utility)
Outside Resources: City of Cedar Park and City of Leander
Carter & Burgess, Inc. ($845,261)
Camp Dresser & McKee, Inc. ($1,005,182)
Lockwood, Andrews & Newnam, Inc. ($452,668)
K. Friese &Associates, Inc. ($324,951)
Background Information:
This agreement is related to the Regional Water System Project.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
INTERLOCAL AGREEMENT REGARDING
FINAL DESIGN SERVICES FOR REGIONAL WATER SYSTEM
THE STATE OF TEXAS §
§ KNOW ALL BY THESE PRESENTS:
COUNTY OF WILLIAMSON §
THIS INTERLOCAL AGREEMENT REGARDING FINAL DESIGN 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 supplies for each of these communities; and
WHEREAS, the Parties have agreed to jointly pursue a regional water supply system
that 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; and
WHEREAS, Round Rock, Cedar Park and the Lower Colorado River Authority
("LCRA"). have previously entered into multiple agreements in anticipation of the regional
water supply system, including: (i) the "Interlocal Agreement Regarding Design of New Hope
Regional Waterline"between Round Rock, Cedar Park and LCRA dated December 15, 2005; (ii)
the "Interlocal Agreement Regarding Construction of Regional Water Line" between Round
Rock, Cedar Park and LCRA dated March 23, 2006; (iii) the "Interlocal Agreement for Interim
Water Supply" between Round Rock and Cedar Park dated March 9, 2006; (iv) the Interlocal
Agreement Regarding Water Supply Agreement Obligations between LCRA and Cedar Park,
dated March 9, 2006; and the Wholesale Potable Water Service Agreement between the Brazos
River Authority, LCRA and Leander dated March 2, 1998; and
WHEREAS, the Parties desire to proceed with the final design and other consulting
services 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 shall authorize final design and other 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:
R-07- o4- 1,2-//F,3
CADocuments and Settings\ssheets\L)cal Settings\Temporary Internet Files\OLKE2\DraR ILA Final Design Svcs 0403071.130C
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 Final Design Services for
Regional Project.
1.02 "Cedar Park"means the City of Cedar Park, Texas.
1.03 "Cost Allocation Percentage" means the percentage of Final Design Costs to be paid by
each Party. The Cost Allocation Percentages for each category of Final Design Services and are
set forth on Exhibit"A" attached hereto.
1.04 "Design & Oversight Committee" or "D.O. Committee" means the engineering
representative(s) selected by each Party for purposes of overseeing the implementation of the
final design of the Regional Project in accordance with the PER and the Project Schedule, as
more particularly described in Art. II.
1.05 "Design Fund" means a fund to be established and administered by Round Rock in
accordance with Section 4.03 in order to provide monies to pay the Final Design Costs.
1.06 "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.
1.07 "LCRA"means the Lower Colorado River Authority.
1.08 "Leander"means the City of Leander,Texas.
1.09 "New Hope Water Line" means the water transmission line and related equipment and
appurtenances being constructed by Cedar Park on behalf of the Parties in accordance with the
terms of the New Hope Water Line Construction Agreement.
1.10 "New Hope Water Line Construction Agreement" means that certain Interlocal
Agreement Regarding Construction of Regional Water Line" dated March 23, 2006, between
Round Rock, Cedar Park, and LCRA relating to the construction of the New Hope Water Line.
1.11 "Party" or "Parties" means Cedar Park, Round Rock, and/or Leander, individually or
collectively, as applicable.
1.12 "PER" means the "Regional Water Supply Project Engineering Design Report"prepared
by HDR Engineering, Inc. and dated November 2006—Final Issue January 2007.
1.13 "Final Design Services" means the final engineering and other services to be performed
by the Project Consultants pursuant to the Final Design Contracts.
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1.14 "Final Design Contracts" means those certain contracts for engineering services to be
approved by the Parties pursuant to which the Project Consultants shall provide Final Design
Services.
1.15 "Final Design Costs"means all costs and expenses incurred by the Parties pursuant to the
Final Design Contracts for Final Design Services.
1.16 "Project Consultant(s") means one or more of the following firms which are parties to the
Final Design Contracts with the Parties for each category of the Final Design Services, as
follows:
(a) Carter&Burgess, Inc. for the Raw Water System and Barge;
(b) Camp Dresser&McKee, Inc. for the Water Treatment Plant;
(c) Lockwood, Andrews and Newnam, Inc. for Segment 1 of the Treated Water
Transmission Line; and
(d) K Friese &Associates for Segment 2C of the Treated Water Transmission Line.
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.
1.19 "Project Schedule" means the Regional Water System Project Schedule attached as
Exhibit"B".
II.
DESIGN AND OVERSIGHT COMMITTEE
2.01 D.O. Committee. The Parties have created a Design & Oversight Committee ("D.O.
Committee") composed of one representative appointed by each Party. The following persons
are members of the D.O. Committee: Kenneth Wheeler on behalf of Cedar Park; Wayne Watts
on behalf of Leander; and Don Rundell on behalf of Round Rock. Each representative of a Party
shall serve at the will of the governing body(or its designee)that the person represents. Upon the
incapacitation, resignation, or revocation of the power of such representative , the governing
body of the appropriate Party(or its designee) shall promptly appoint a new representative to the
D.O. Committee, and shall immediately notify the other Parties in writing of such appointment.
Each Party may appoint one or more alternate representatives as it deems necessary and proper.
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2.02 Responsibility of D.O. Committee. The D.O. Committee shall:
(i) Attend and participate in regular meetings with the Project
Consultants to monitor the status of the Final Design Services and to provide direction
and recommendations with respect thereto;
(ii) Review and unanimously approve in writing the final design
report, routing and location of the Regional Project facilities produced by the Project
Consultants in accordance with the PER;
(iii) Review and unanimously approve in writing any revisions to the
scope of Final Design Services to be performed by any Project Consultants;
(iv) Confirm in writing the final completion of Final Design Services
under the Final Design Contracts in accordance with the PER and the Project Schedule;
and
(v) Address any other pertinent matters relating to the Final Design
Services.
The D.O. Committee shall meet at regular intervals to review the matters over which it has
authority. The D.O. Committee shall be diligent, prompt and timely in reviewing and acting on
matters submitted to it.
III.
FINAL DESIGN SERVICES
3.01 Final Design and Project Management Services.
(a) The Parties intend to enter into Final Design Contracts in the form
unanimously approved by the Parties.
(b) Once approved, the scope of Final Design Services, including any
proposed changes to a Project Consultant's compensation in connection therewith, may only be
modified by unanimous written authorization from the Parties, which authorization shall be set
forth in a"Supplemental Contract" executed by each Party.
(c) The Parties have agreed to appoint Chris Lippe, P.E. to provide project
management services for the Regional Project in general and this Agreement in particular. Mr.
Lippe shall perform his work in cooperation with the D.O. Committee, shall regularly report to
the D.O. Committee, and shall support and assist the D.O. Committee in the performance of its
responsibilities.
3.02 D.O. Committee Participation.
(a) The D.O. Committee shall prepare a schedule of meetings with the Project
Consultants that shall be approved by all members of the D.O. Committee. The foregoing shall
not be construed to prohibit any Party from communicating with Project Consultants regarding
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the Final Design 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.
(b) The Parties agree that the final route and location of the Regional Project
facilities will not be finalized until the D.O. Committee has reviewed and unanimously approved
in writing such design and location.
(c) Within ten (10) business days of receipt of any preliminary and/or final
reports prepared by the Project Consultants, 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
ten (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.
3.03 Work Product.
(a) Any Party is entitled to copies of any work product produced by the
Project Consultants in connection with the Final Design 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
Final Design Contracts, the Parties may utilize the work product produced by the Project
Consultants for their own purposes.
IV.
PAYMENT OF FINAL DESIGN COSTS.
4.01 Allocation of Final Design Costs. The Parties shall require each Project Consultant to
categorize the costs and services for which it seeks payment under the Final Design Contracts
into one of the following project categories (the "Project Categories") for purposes of applying
the correct Cost Allocation Percentage and thereby calculating each Party's share of the Final
Design Costs, as hereinafter set forth:
(i) "Raw Water System and Barge";
(ii) "Water Treatment Plant";
(iii) "Transmission Line Segment 1"; or
(iv) "Transmission Line Segment 2C".
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The Parties shall also require the Project Consultants to prepare separate invoices for each of the
project categories for payment.
4.02 Payment of Final Design Costs.
(a) All Final Design Costs shall be shared by the Parties according to the Cost
Allocation Percentages applicable to each Project Category designation, as set forth in Exhibit
"A" attached hereto.
(b) The Parties agree that Project Consultants will be instructed to send all
invoices to Round Rock and that upon receipt of each invoice from the Project Consultants,
Round Rock shall review the invoice and confirm: (i) that the Final Design Services have been
completed in accordance with the request for payment; (ii) that Final Design Services for which
payment is sought have been properly allocated to the convect Project Category; and (iii) that
each invoice does not seek payment for services for more than one Project Category.
(c) Upon Round Rock's approval of each invoice for Final
Design Services, Round Rock will transmit a copy of the approved invoice to the Cedar Park and
Leander representatives on the D.O. Committee. Within ten (10) business days of receipt of the
invoice for payment, the members of the D.O. Committee shall specify in writing to Round Rock
any objections regarding the invoice for payment, including any objections regarding the Project
Category designation. If any member of the D.O. Committee fails to object in writing to the
invoice within the ten (10) business day period, then the Party represented by such D.O.
Committee member shall be deemed to have approved the invoice for payment and the Project
category designation. In the event that any member of the D.O. Committee timely objects to the
invoice or Project Category designation, then the matter shall be resolved in accordance with the
following procedures:
(i) If the objection relates to the performance of work or services by a
Project Consultant, then the D.O. Committee shall exercise all rights to which it is
entitled under the Final Design Contract to resolve the dispute, require correction of the
defective work, and otherwise address the concern of the objecting member of the D.O.
Committee.
(ii) In the event that any member of the D.O. Committee objects to an
invoice for reasons not related to the performance of work or services by the Project
Consultant, including by way of example whether the correct Project Category
designation has been applied, 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 thirty (30) calendar days of the date of written
objection, then the invoice shall be paid as received; provided, however, that any Party
may subsequently seek a determination of the proper Project Category designation
through the dispute resolution process set forth in Sec. 4.04 below, and the allocation of
costs between the Parties shall be adjusted in accordance with such determination. Any
such request for dispute resolution must be brought within thirty (30) calendar days of
the date of written objection.
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(d) The Parties agree that the cost of Round Rock's performing the aforesaid
financial administration and other general administrative services is the sum of$3,500
per month, not to exceed $42,000 total, which shall be shared and allocated among the
Parties as follows:
Cedar Park: 14.18%
Leander: 47.26%
Round Rock 38.56%
(e) In the event of termination of this Agreement prior to the completion of
the Regional Project, all Parties shall provide payment of their pro rata share of the
Final Design Costs incurred prior to and through the date of the termination.
4.03 Design Fund.
(a) The Parties shall contribute monies to the Design Fund in accordance with
the following provisions:
(i) Within ten (10) calendar days of execution of the Final Design
Contracts by the Parties, each Party shall deposit into the Design Fund a sum ("the
Design Payment"), which represents twenty five percent (25%) of each Party's share of
the estimated Final Design Costs. Each Party's estimated Design Payment, based on the
estimated Final Design Costs set forth in Exhibit "A" attached hereto, is set forth
below:
1) Round Rock- $657,015.50;
2) Leander- $781,338.56; and
3) Cedar Park- $211,735.69.
(ii) At such time as the balance in the Design Fund is substantially
depleted, as determined in Round Rock's reasonable discretion, Round Rock shall
provide written notice (by email or otherwise) thereof to the other Parties, each of
which shall have thirty(30) calendar days to deposit into the Design Fund an additional
Design Payment, in the same amount as originally deposited. Each notice by Round
Rock shall be accompanied by a written accounting report that identifies in reasonable
detail all prior expenditures from the Design Fund.
(iii) The foregoing process shall continue until such time as the Final
Design Costs have been paid in full. In the event that the Final Design Costs exceed the
original estimate, then each Party shall thereafter deposit within the Design Fund a sum
equal to the product determined by multiplying each Party's Cost Allocation Percentage
for the type of Final Design Services by the Final Design Costs for such services.
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(b) In the event that there are remaining funds within the Design Fund upon
final completion of the Final Design Services, then Round Rock shall promptly divide and remit
within 30 calendar days such funds to the Parties on a pro rata basis according to the percentage
of all Final Design Costs previously paid by each of the Parties, or in the event the remaining
funds are attributable to one or more specific Project Category designations, the remaining funds
shall be remitted to the Parties according to each of the Party's Cost Allocation Percentage for
the Project Category designation. Payment shall be accompanied by a written accounting
describing the basis for calculation of payment to each Party.
(c) All interest that accumulates within the Design Fund shall remain within
such fund for payment of Final Design Costs.
4.04 Disputes. In the event of any disputes among the Parties, the Parties agree that 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.
V.
GENERAL PROVISIONS
5.01 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.
5.02 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.
5.03 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.
5.04 Cooperation. The Parties agree to cooperate at all times in good faith to effectuate the
purposes and intent of this Agreement.
5.05 Entire Agreement. Except as otherwise expressly provided herein, this Agreement
contains the entire agreement of the Parties regarding the sharing of costs for the Final Design
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.
5.06 Amendments. Any amendment of this Agreement must be in writing and will be
effective if signed by the authorized representatives of the Parties.
5.07 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.
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5.08 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: 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
with copy to: Leonard Smith
P.O. Box 684633
Austin, Texas 78768
Telephone: (512)474-6707
Facsimile: (512)474-6706
Email: lsmith@leonardsmithlaw.com
ROUND ROCK: 221 East Main
Round Rock, Texas 78664
Attn: Jim Nuse
Telephone: (512) 218-5410
Facsimile:(512)218-7097
Email: jnuse@ffound-rock.tx.us
with copy to: 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: Attn: Wayne Watts
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 L. Granger
223 W. Anderson Lane, Suite A-105
Austin, Texas 78752
Telephone: (512) 323-5778
Telecopy: (512)323-5773
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Email: attorne say @cityattorneytexas.com
5.09 Force Majeure. The 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.
5.10 Exhibits. The following exhibits are attached to this Agreement and incorporated herein
by reference:
Exhibit A - Cost Allocation Percentages
Exhibit B - Project Schedule
5.11 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.
5.12 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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CITY OF ROUND ROCK:
AATEST:
By:
Christine Martinez, City Secretary a 1, Mayor
Date: — LQ —Q 7
11
CITY OF CEDAR PARK:
ATTEST:
By:
LeAnn Quinn, City Secretary Bob Lemon, Mayor
Date:
12
CITY OF LEANDER:
ATTEST:
By:
Debbie Haile, City Secretary John Cowman, Mayor
Date:
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EXHIBIT "A"
ALLOCATION OF COSTS
Capacity Cost
Phase/Segment (MGD1 Allocation Costs
Raw Water System and Barge
Cedar Park 15.0 14.18% $310,835
Leander 50.0 47.26% $1,035,971
Round Rock 40.8 38.56% $845,261
Total 105.8 100.00% $2,192,067
Water Treatment Plant
Cedar Park 15.0 14.18% $369,644
Leander 50.0 47.26% $1,231,974
Round Rock 40.8 38.56% $1,005,182
Total 105.8 100.00% $2,606,800
Transmission Line Segments
Segment 1
Cedar Park 15.0 14.18% $166,463
Leander 50.0 47.26% $554,800
Round Rock 40.8 38.56% $452,668
Total 105.8 100.00% $1,173,931
Segment 2C
Cedar Park 0 0% $0
Leander 38 48.22% $302,610
Round Rock 40.8 51.78% $324,951
Total 78.8 100.00% $627,561
Allocation of Costs
Cedar Park $846,943
Leander $3,125,354
Round Rock $2,628,062
Total $6,600,359
25% Initial Payment
Cedar Park $211,735.69
Leander $781,338.56
Round Rock $657,015.50
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EXHIBIT B
PROJECT SCHEDULE
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