4B-R-02-25 - 10/10/2002 RESOLUTION NO. R-02-25
WHEREAS, the Round Rock Transportation System Development
Corporation ("Corporation") wishes to enter into a Contract with the
City of Round Rock for administrative services, Now Therefore
BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE ROUND ROCK
TRANSPORTATION SYSTEM DEVELOPMENT CORPORATION,
That the President is hereby authorized and directed to execute on
behalf of the Corporation a Contract with the City of Round Rock for
administrative services, a copy of said Contract attached hereto as
Exhibit "A" and incorporated herein for all purposes .
The Board of Directors 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 10th day of October, 2002 .
ROUND ROCK TRANSPO' " 'TION SYSTEM
DEVE.: = EN ^"TION
►.i`w.• WELL, Mayor
City of Round Rock, Texas
+ ATTEST• /J
j
LARRY 6,.I. AVA4 a.J, Secretary
O:\wdox\RESOLUTI\0025.WPD/rmc
ADMINISTRATIVE SERVICES CONTRACT
THE STATE OF TEXAS §
COUNTY OF WILLIAMSON §
THIS ADMINISTRATIVE SERVICES CONTRACT("Contract")is made by and between
the City of Round Rock, 221 E. Main St., Round Rock, Texas 78664, hereinafter called "City"
and the Round Rock Transportation System Development Corporation, having its principal
business address at 221 E. Main St., Round Rock, Texas 78664, hereinafter called "Corporation"
for the purpose of contracting for administrative services of the staff and employees of the City.
The effective date of this Contract shall be October 1, 2002.
WITNESSETH
WHEREAS,Vernon's Ann. Civ. St.,Article 5190.6,Section 2(4),as amended,authorizes
the Corporation to pay administrative, legal and engineering services expenses which are
necessary or incidental to placing a project into operation; and
WHEREAS, the Corporation's by-laws establish the procedures for the Corporation's
contracting for administrative services from the City; and
WHEREAS, the City and Corporation desire to contract for administrative services
described as follows: the services provided by the General Manager, Finance Manager, Secretary,
and the staff and employees of the City's Finance and the Public Works Department.
AGREEMENT
NOW, THEREFORE, the City and Corporation, in consideration of the mutual covenants
and agreements herein contained, do hereby mutually agree as follows:
ARTICLE 1
SCOPE OF SERVICES TO BE PROVIDED BY CITY
The City will furnish such administrative services as is required by the Corporation and
which are necessary or incidental to placing a project into operation subject to all limiting
conditions contained herein. Theses services shall include but are not limited to the following:
1. The administration of contracts and activities of the corporation, including
project oversight, planning and development;
EXHIBIT
O:\wdox\CORA\gnl\n•transp\00035726.WPD 1 7 "A"
2. The receiving, investing and disbursing of all funds of the corporation,
accounting for and reporting on all financial activity, coordinating the
independent audit, budget development and administration and project
financing;
3. Project management,project preliminary design,engineering,technical and
clerical support; and
4. Necessary legal services arising out of the foregoing.
ARTICLE 2
CONTRACT PERIOD
The term of this Contract shall be for an initial term of three (3) years from the effective
date hereof. After the initial term, this Contract will automatically renew and extend for
successive one (1)year terms unless either parties elects to exercise their right to terminate under
Article 7, Subsection 3 of this Contract.
ARTICLE 3
CONTRACT PRICE.
Corporation shall pay City for the services contemplated.herein as follows:
1. for the services described in Article 1, other than engineering and legal services, the
monthly flat fee of THREE THOUSAND THREE HUNDRED AND NO/100ths DOLLARS
($3,300.00 ). This amount may be changed by written notice given by the City sixty (60) days
prior to the effective date of the change; plus
2. for all legal and engineering services, the reasonable amount for their services.
ARTICLE 4
PAYMENT PROCEDURES.
The City shall submit monthly invoices to Corporation for the amounts incurred by
Corporation during the previous month, pursuant to Article 3, above. Payment shall be clue
within 30 days of receipt of invoice. All moneys not paid when due as provided herein shall bear
interest at the maximum rate allowed by law.
ARTICLE 5
OWNERSHIP OF DOCUMENTS
All data, basic sketches, charts, calculations, plans, specifications, and other documents
created or collected under the terms of this Contract are the exclusive property of the Corporation
and shall be furnished to the Corporation upon request. Release of information shall be in
conformance with the Texas Public Information Act.
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ARTICLE 6
SUSPENSION
The City may suspend services under this Contract without committing a breach of its
terms upon the occurrence of any of the following:
(1) The City Manager does not approve of the utilization of any or all services;
(2) The City Manager feels the City is not receiving reasonable compensation for
any or all services; or
(3) The performance of a service materially interferes with the other duties of the
affected City personnel.
ARTICLE 7
TERMINATION
The Contract may be terminated before the stated termination date by any of the following
conditions:
(1) By mutual agreement and consent, in writing of both parties.
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(2) By either party, upon the failure of the other party to fulfill its obligations as set
forth herein.
(3) By either party for reasons of its own and not subject to the mutual consent of the
other party, upon (30) days written notice to the other party.
The termination of this Contract and payment of an amount in settlement shall
extinguish all rights, duties, and obligations of the City and the Corporation under this Contract.
Any work performed or cost incurred after the date of termination shall be ineligible
for reimbursement.
ARTICLE 8
INDEMNIFICATION
Corporation's Indemnification. The Corporation agrees,to the extent permitted by law,
to save harmless the City and its officers and employees from all claims and liability due to
activities of itself, its agents, or employees, performed under this Contract and which are caused
by or result from error, omission, or negligent act of the Corporation or of any person employed
by the Corporation. The Corporation shall also save harmless the City from any and all expense,
including, but not limited to, attorney fees which may be incurred by the City in litigation or
otherwise resisting said claim or liabilities which may be imposed on the City as a result of such
activities by the Corporation, its agents, or employees. This indemnity shall not include claims
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based upon or arising out of the willful misconduct of City, its officers or employees. Further,
this indemnity shall not require payment of a claim by City or its officers or employees as a
condition precedent to City's recovery under this provision..
City's Indemnification. The City agrees, to the extent permitted by law, to save
harmless the Corporation from all claims and liability due to activities of itself, its agents, or
employees,performed under this Contract and which are caused by or result from error,omission,
or negligent act of the City or of any person employed by the City. The City shall also save
harmless the Corporation from any and all expense, including, but not limited to, attorney fees
which may be incurred by the Corporation in litigation or otherwise resisting said claim or
liabilities which may be imposed on the Corporation as a result of such activities by the City, its
agents, or employees. This indemnity shall not include claims based upon or arising out of the
willful misconduct of Corporation, its officers or employees. Further, this indemnity shall not
require payment of a claim by Corporation or its officers or employees as a condition precedent
to Corporation's recovery under this provision.
ARTICLE 9
SEVERABILITY
In the event any one or more of the provisions contained in this Contract shall for any
reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision thereof and this Contract shall be construed
as if such invalid, illegal, or unenforceable provision had never been contained herein.
ARTICLE 10
PRIOR CONTRACTS SUPERSEDED
This Contract constitutes the sole and only agreement of the parties hereto and supersedes
any prior understandings or written or oral contracts between the parties respecting the subject
matter defined herein.
ARTICLE 11
NOTICES
All notices to either party by the other required under this Contract shall be personally
delivered or mailed to such party at the following respective address:
City of Round Rock Round Rock Transportation System
Development Corporation
Attn: City Manager Attn: General Manager
221 E. Main St. 221 E. Main St.
Round Rock, TX 78664 Round Rock, TX 78664
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ARTICLE 12
SIGNATORY WARRANTY
The undersigned signatory or signatories for the parties hereby represent and warrant that
the signatory is an officer of the organization for which he or she has executed this Contract and
that he or she has full and complete authority to enter into this Contract on behalf of the firm. The
above-stated representations and warranties are made for the purpose of inducing the other party
to enter into this Contract.
IN WITNESS HEREOF, the City and the Corporation have executed these presents in
duplicate on this the day of , 2002.
ROUND ROCK TRANSPORTATION CITY OF ROUND ROCK
SYSTEM DEVELOPMENT
CORPORATION
By: By:
Nyle Maxwell, President Nyle Maxwell, Mayor
ATTEST: ATTEST:
Larry Hathorn, Secretary Christine Martinez, City Secretary
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