R-08-11-13-12F1 - 11/13/2008RESOLUTION NO. R -08-11-13-12F1
WHEREAS, the City of Round Rock desires to retain public
affairs consulting services in relation to The Brushy Creek Regional
Utility Authority (BCRUA), and
WHEREAS, Group Solutions RJW has submitted an Agreement for
Professional Consulting Services to provide said services, and
WHEREAS, the City Council desires to enter into said agreement
with Group Solutions RJW, 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 Agreement for Professional Consulting Services
with Group Solutions RJW, 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 13th day of November, 2008.
111,4, --
ALAN MCGRAW, Mayor
City of Round Rock, Texas
ATTEST:
SARA L. WHITE, City Secretary
0:\WDOX\RESOLUTI\R81113F1.DOC/rmc
CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH GROUP SOLUTIONS RJW
This Agreement shall recite the contractual terms whereby the City of Round Rock engages Group
Solutions RJW to perform, by way of illustration and not limitation, the following services:
Public affairs consulting services in relation to developing and implementing public information
programs designed to facilitate the successful implementation of the following described project,
and public affairs consulting services in relation to implementing effective communication with
potentially affected interests in order to facilitate successful and timely implementation of the
following described project:
The municipalities of Round Rock, Cedar Park, and Leander are partnering to form a Local
government corporation, the Brushy Creek Regional Utility Authority, to acquire and treat water
from Lake Travis and distribute it to their customers. The project will produce a reliable source
of water at competitive prices for each partner. Costs will be proportionately shared, and all
partners anticipate significant savings through this regional approach.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock,
Texas 78664-5299 (hereinafter referred to as the "City"), and Group Solutions RJW, whose offices are located at
8401 Shoal Creek Boulevard, Austin, Texas 78757 (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights,
duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the
parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective from August 1, 2008 upon the execution of this Agreement by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated
herein, or is terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the work specified
herein is achieved, but in no event later than July 31, 2009.
At City's option, this Agreement may be renewed for two (2) additional twelve (12) month periods from
the expiration date of the initial term, only upon the express written agreement of both parties and only provided
Consultant has performed each and every contractual obligation specified in this Agreement.
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EXHIBIT
City reserves the right to review the Agreement and contractual relationship at any time, and may elect to
terminate same with or without cause or may elect to continue.
1.02 CONTRACT AMOUNT; AND SCOPE OF SERVICES DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees to pay
Consultant a total sum not to exceed One Hundred Twenty-seven Thousand and No/100 Dollars ($127,000.00) in
payment for services and the Scope of Services deliverables as delineated herein.
For purposes of this Agreement, Consultant has issued its Scope of Services for the assignments
delineated herein, and a Budget for Consulting Services. Such Scope of Services is attached hereto as Exhibit
"A" and incorporated herein by reference for all purposes. Such Budget is attached hereto as Exhibit "B" and
incorporated herein by reference for all purposes. This Agreement, and its accompanying exhibits, shall evidence
the entire understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of Services within
the contract term specified in Section 1.01. Consultant's undertakings shall be limited to performing services for
City and/or advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with this Agreement, in accordance with any appended
exhibits, in accordance with due care, and in accordance with prevailing consulting industry standards for
comparable services.
1.03 PAYMENT FOR SERVICES; AND SUPPLEMENTAL AGREEMENTS
Payment for Services: In consideration for the consulting services to be performed by Consultant, City
agrees to pay Consultant in accordance with the terms set forth below:
All payments to Consultant shall be made on the basis of the invoices submitted by Consultant and
approved by City in accordance with Section 1.04 herein.
Payment for Reimbursable Expenses: There shall be no payment for reimbursable expenses in this
Agreement.
Not -to -Exceed Total: Unless subsequently changed by additional Supplemental Agreement hereto, duly
authorized by City Council or City Manager action, Consultant's total compensation hereunder shall not exceed
$127,000.00. This amount represents the absolute limit of City's liability to Consultant hereunder unless same
shall be changed by additional Supplemental Agreement, and City shall pay, strictly within the confines of the
not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon Project claims, whether
paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written Supplemental
Agreement hereto, duly authorized by City Council or City Manager action, if City determines that there has been
a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration
of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as
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the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done
or materials furnished unless and until there is full execution of any Supplemental Agreement, and City shall not
be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not
directly authorized by Supplemental Agreement.
1.04 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly detailed invoices
to City for services rendered. Each invoice for professional services shall detail the services performed, along
with documentation. All payments to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply promptly. In this
regard, should City determine it necessary, Consultant shall make all records and books relating to this Agreement
available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within thirty (30) days
after receipt of invoice. In the event of any dispute regarding the work performed, then and in that event
Consultant shall either (a) satisfactorily re -perform the disputed services or (b) provide City with an appropriate
credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered in any invoice
that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following
approval of invoices, City shall endeavor to pay Consultant promptly, but no later than the time period required
under the Texas Prompt Payment Act described in Section 1.08 herein. Under no circumstances shall Consultant
be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and
City or because of amounts which City has a right to withhold under this Agreement or state law. City shall be
responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon
Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this Agreement against any
debt (including taxes) lawfully due to City from Consultant, regardless of whether the amount due arises pursuant
to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been
reduced to judgment by a court.
1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports, together with all
information gathered and materials developed during the course of the project. Additionally, Consultant agrees to
provide City with any necessary oral presentations of such detailed final written reports, at City's designation and
at no additional cost to City.
1.06 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the Scope of Services to be performed is generally enumerated in Exhibit
"A" attached hereto. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute
discretion and authority for all funding decisions, such decisions to be based solely on criteria accepted by City
which may be influenced by but not be dependent on Consultant's work.
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1.07 NON -APPROPRIATION; AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and agreed that City
shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City
does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in
question. City may effect such termination by giving Consultant a written notice of termination at the end of its
then current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Consultant will be
made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment,
and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or
within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables
or services, whichever is later. Consultant may charge a late fee of one percent (1%) for payments not made in
accordance with this prompt payment policy; however, this policy does not apply to payments made by City in the
event:
(1) There is a bona fide dispute between City and Consultant concerning the supplies, materials, or
equipment delivered or the services performed which causes the payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely
payment with federal funds; or
(3)
There is a bona fide dispute between the parties and subcontractors or between a subcontractor
and its suppliers concerning supplies, materials, or equipment delivered or the services performed
which causes the payment to be late; or
(4) Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order
or the Agreement or other such contractual agreement.
1.09 TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the mutual consent of
any other party, such written termination notice to be given to the other party not less than thirty
(30) days prior to termination.
By mutual agreement and consent of the parties, such agreement to be in writing.
By either party for failure by the other party to perform the services set forth herein in a
satisfactory manner, such termination notice to be given in writing to the other party.
By either party for failure by the other party to fulfill its obligations herein.
By satisfactory completion of all services and obligations described herein.
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Should City terminate this Agreement as herein provided, no fees other than fees due and payable at the
time of termination shall thereafter by paid to Consultant. City shall pay Consultant for all uncontested services
performed to date of notice of termination.
If either party defaults in performance of this Agreement or if City terminates this Agreement for default
on the part of the other party, then City shall give consideration to the actual costs incurred by Consultant in
performing the work to the date of default. The cost of the work that is useable to City, the cost to City of
employing another firm to complete the useable work, and other factors will affect the value to City of the work
performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth above shall
extinguish all rights, duties, and obligations of City and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or liabilities which
occurred prior to cancellation.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership, employer-employee, or
joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant
and City agree to the following rights consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct means, manner and method by which services
required by this Agreement will be performed.
(3) Consultant has the right to hire assistants as subcontractors, or to use employees to provide the
services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required hereunder, and City
shall not hire, supervise, or pay assistants to help Consultant.
(5) Neither Consultant nor its employees or subcontractors shall receive training from City in skills
necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full time to
performing the services required by this Agreement.
Neither Consultant nor its employees or subcontractors are eligible for participation in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City.
(7)
1.11 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment, employ, or
otherwise retain staff of the other during the term of this Agreement.
1.12 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in connection with
services to be performed under this Agreement, and any and all data and information gathered by Consultant,
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shall be held in confidence by Consultant as set forth hereunder. All parties agree to hold all confidential
information in the strictest confidence and not make any use thereof other than for the performance of this
Agreement.
Notwithstanding the foregoing, the parties recognize and understand that City is subject to the Texas
Public Information Act and its duties run in accordance therewith.
Any materials created or developed by Consultant in connection with services performed hereunder,
including all trademark and copyright rights, shall be the sole property of City at the expiration of this Agreement.
1.13 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent with generally
prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner.
Consultant shall re -perform any work not in compliance with this warranty.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents, directors, servants,
representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including
but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident
to any work done as a result hereof.
City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants,
representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including
but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident
to any work done as a result hereof.
In no event shall either party be liable to the other for special or consequential damages, statutory or
otherwise.
1.15 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives to each other
with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties hereunder
without the other's prior written approval.
The parties expressly acknowledge their understanding that City is serving as the initial contracting
authority for the entire project, and that the project is a joint collaboration between the cities of Round Rock,
Leander and Cedar Park; that there will be an anticipated eventual transition from City to the Brushy Creek
Regional Utility Authority; and that this Agreement and related contracts may be assigned by City to the Brushy
Creek Regional Utility Authority at any time after creation of such entity.
1.16 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while
performing services under this Agreement. City will not do the following:
(1)
Withhold FICA from Consultant's payments or make FICA payments on its behalf;
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(2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State Comptroller indicating
that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax.
1.17 INSURANCE REQUIREMENTS
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term of this
Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to the City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Consultant,
Consultant shall require each subconsultant performing work under this Agreement to maintain during the term of
the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in the
immediately preceding paragraph, including the required provisions and additional policy conditions as shown
below. As an alternative, Consultant may include its subconsultants as additional insureds on its own coverages
as prescribed under these requirements. Consultant's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to
assure compliance with the insurance requirements. Consultant must retain the certificates of insurance for the
duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its
subconsultants. The City shall be entitled, upon request and without expense, to receive copies of these
certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the following
conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non -renewal or any
material change in coverage, a notice thereof shall be given to the City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify the City, within twenty-four (24) hours of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against the City for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of
Consultant.
(3) Terms "the City" or "the City of Round Rock" shall include all authorities, boards, commissions,
departments, and officers of the City and individual members, employees and agents in their official
capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by the
City, to any future coverage, or to the City's Self -Insured Retentions of whatever nature.
(5) Consultant and the City mutually waive subrogation rights each may have against the other for loss
or damage, to the extent same is covered by the proceeds of insurance.
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Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Consultant
shall be borne solely by Consultant, with certificates of insurance evidencing such minimum coverage in force to
be filed with the City.
1.18 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and ordinances of City, as amended, and all applicable rules and
regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain
all permits, licenses, trademarks, copyrights, and the like required in the performance of the services contracted
for herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.19 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and
subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials
or equipment that will be recommended or required hereunder.
1.20 DESIGNATION OF CITY REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with regard to this
Agreement:
Will Hampton
Communications Director
City of Round Rock
Telephone: (512) 218-5409
Facsimile: (512) 218-7097
Email: willh@round-rock.tx.us
1.21 NOTICES
All notices and other communications in connection with this Agreement shall be in writing and shall be
considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage prepaid to the
recipient's address as stated in this Agreement.
Notice to Consultant:
Group Solutions RJW
8401 Shoal Creek Boulevard
Austin, TX 78757
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
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City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same
shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of Texas.
1.23 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including any appended exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and agreements,
either written or oral, with respect to the subject matter hereof. No modifications of this Agreement will be
binding on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
1.24 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help
of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one mediator and
Consultant shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and
fees, other than attorney fees, associated with the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or
relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without
limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state
arbitration statute.
1.25 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in connection with
this Agreement, the prevailing party shall be entitled to seek to recover its reasonable costs and reasonable
attorney fees.
1.26 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in
performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only
to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault
or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of
God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural
disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations if its failure to perform or its substantial
delay in performance is due to City's failure to timely provide requested information, data, documentation, or
other material necessary for Consultant to perform its obligations hereunder.
1.27 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any
event rendering any portion of provision of this Agreement void shall in no way affect the validity or
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enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed
from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did
not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement
to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this Article shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
1.28 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform all of the services,
responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed,
whether by Consultant or designated subconsultants, in a manner according to generally accepted business
attraction practices.
1.29 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only and shall have no
substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to
exercise such right or any other right in the future.
Time is of the essence to this Agreement. Consultant understands and agrees that any failure of
Consultant to complete the services due under this Agreement within the agreed term as delineated in Section
1.01 herein will constitute a material breach of this Agreement.
This Agreement may be executed in multiple counterparts, which taken together shall be considered as
one original. City agrees to provide Consultant with one (1) fully executed original of this Agreement document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated.
CITY OF ROUND ROCK, TEXAS
GROUP SOLUTIONS RJW
By: By:
Title: Title:
Date: Date:
ATTEST:
By:
Sara L. White, City Secretary
FOR CITY, APPROVED AS TO FORM:
By:
Stephan L. Sheets, City Attorney
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Group Solutions RJW
Public Involvement Scope of Services
Brushy Creek Regional Utility Authority
Water Supply Project
October 2008
SCOPE OF SERVICES
August 2008 through July 2009
Group Solutions RJW will perform the following services in support of the project. Any
additional tasks not mentioned in this scope will need to be addressed and the budget
recalculated to account for additional responsibilities.
Project Updates (Up to 6)—Group Solutions RJW will produce and distribute Project
Updates to potentially affected interests in the Volente, Trails End Road, and/or the
Treatment Plant neighborhoods. In addition, updates will be posted on the project
website. The updates will be used to provide timely project news, particularly as
contractors are selected and construction activities begin. Up to 25 hours will be spent on
each publication.
Website and Collateral Materials—Group Solutions will spend up to 8 hours monthly
on project materials for use in meetings and/or other stakeholder interactions. Materials
could include inserts, FAQs, Fact Sheets, and PowerPoint presentations. Additionally,
Group Solutions will assist in getting information posted to the project website such as
meeting notices and materials presented at open houses. Group Solutions will also help
monitor the "blog" component of the website.
Presentations and Meetings—Group Solutions will assist in scheduling and/or staffing
presentations by the project team to organizations. Group Solutions will also schedule
and/or staff presentations and small group meetings with interested stakeholders such as
those living near "Site 4." Group Solutions will maintain a record of presentations for the
project file. Group Solutions will spend up to 10 hours per month on this task.
Database Development—Group Solutions will maintain a database of residents,
property owners, neighborhood associations, and interested others. Attendees at public
meetings will be added to the database following each event. Additionally, as the project
progresses and project needs mandate, new stakeholders will be added. The database will
be used to disseminate pertinent information such as Project Updates and invitations to
meetings. Up to 6 hours per month will be spent on this task.
Large Scale Public Events (Up to 3)—Group Solutions will schedule and prepare for up
to three large-scale events. Large-scale events are defined as activities such as "Open
Houses" or "Meet the Contractor" meetings where invitations are sent to residents in
Volente, Trails End, and/or the Treatment Plant area as opposed to inviting smaller
subsets of individuals to an event. Group Solutions will prepare and distribute meeting
announcements, draft an agenda, issue notices to the media, participate in planning
meetings, secure a meeting space, coordinate room set-up, secure audio/video equipment,
if needed, secure refreshments, and assist in staffing public events such as open houses
and public meetings. Group Solutions will spend up to 60 hours per event for this task.
Hotline/Listening Log—Group Solutions will serve as a project "point of contact",
assisting with requests for information from citizens who call the project hotline and/or
submit questions via the project website. Group Solutions will maintain a "Listening
Log" which will serve as a record of communications. Issues and unresolved questions
from meetings and other project events may be entered into the log as well. Up to 20
hours per month will be spent on this task.
Team Meetings/Meeting Summaries—Group Solutions will attend project team/public
involvement meetings and teleconferences as well as produce up to 15 written summaries
that capture action items and responsibilities.
Media Relations—Group Solutions RJW will maintain a current media distribution list
and establish relationships with reporters, producers, and editors in order that accurate
and timely project news may be disseminated to targeted audiences. Group Solutions will
assist with calls from the media and coordinate interviews with appropriate team
members as well as suggest story ideas to reporters. News releases and other materials
will be produced to aid in notifying the public of meetings and other project -related news.
If needed, Group Solutions will also contact the media to correct any misinformation.
Coordination and Documentation—Group Solutions RJW will prepare monthly
activity reports documenting public involvement activities as well as maintain records of
presentations made. Group Solutions RJW will review, respond to and/or initiate project -
related correspondence with team members and PAIs as needed. Up to 9 hours per month
will be spent on this task.
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DATE: November 6, 2008
SUBJECT: City Council Meeting — November 13, 2008
ITEM: 12F1. Consider a resolution authorizing the Mayor to execute a Professional
Consulting Services Agreement with Group Solutions RJW for public
affairs consulting for the Brushy Creek Regional Utility Authority.
Department:
Staff Person:
Justification:
Administration
Will Hampton, Communications Director
This agreement is from August 1, 2008 to July 31, 2009 for professional public affairs consulting
work related to the BCRUA.
Funding:
Cost: $127,000
Source of Funds: CIP Utility Fund
Outside Resources: Group Solutions RJW
Background Information:
The cost will be proportionately shared with City of Cedar Park and City of Leander.
Public Comment: N/A
EXECUTED
DOCUMENT
FOLLOWS
CITY OF ROUND ROCK AGREEMENT
FOR PROFESSIONAL CONSULTING SERVICES
WITH GROUP SOLUTIONS RJW
This Agreement shall recite the contractual terms whereby the City of Round Rock engages Group
Solutions RJW to perform, by way of illustration and not limitation, the following services:
Public affairs consulting services in relation to developing and implementing public information
programs designed to facilitate the successful implementation of the following described project,
and public affairs consulting services in relation to implementing effective communication with
potentially affected interests in order to facilitate successful and timely implementation of the
following described project:
The municipalities of Round Rock, Cedar Park, and Leander are partnering to form a local
government corporation, the Brushy Creek Regional Utility Authority, to acquire and treat water
from Lake Travis and distribute it to their customers. The project will produce a reliable source
of water at competitive prices for each partner. Costs will be proportionately shared, and all
partners anticipate significant savings through this regional approach.
This Agreement (hereinafter referred to as the "Agreement") is made by and between the City of Round
Rock, a Texas home -rule municipal corporation, whose offices are located at 221 East Main Street, Round Rock,
Texas 78664-5299 (hereinafter referred to as the "City"), and Group Solutions RJW, whose offices are located at
8401 Shoal Creek Boulevard, Austin, Texas 78757 (hereinafter referred to as the "Consultant").
RECITALS:
WHEREAS, City has determined that there is a need for the delineated services; and
WHEREAS, City desires to contract for such professional services; and
WHEREAS, the parties desire to enter into this Agreement to set forth in writing their respective rights,
duties and obligations hereunder;
NOW, THEREFORE, WITNESSETH:
That for and in consideration of the mutual promises contained herein and other good and valuable
consideration, the sufficiency and receipt of which are hereby acknowledged, it is mutually agreed between the
parties as follows:
1.01 EFFECTIVE DATE, DURATION, AND TERM
This Agreement shall be effective from August 1, 2008 upon the execution of this Agreement by each
party hereto, and shall remain in full force and effect unless and until it expires by operation of the term indicated
herein, or is terminated or extended as provided herein.
The initial term of this Agreement shall be until full and satisfactory completion of the work specified
herein is achieved, but in no event later than July 31, 2009.
At City's option, this Agreement may be renewed for two (2) additional twelve (12) month periods from
the expiration date of the initial term, only upon the express written agreement of both parties and only provided
Consultant has performed each and every contractual obligation specified in this Agreement.
00147891/jkg
City reserves the right to review the Agreement and contractual relationship at any time, and may elect to
terminate same with or without cause or may elect to continue.
1.02 CONTRACT AMOUNT; AND SCOPE OF SERVICES DELINEATION
In consideration for the professional services to be performed by Consultant, City agrees to pay
Consultant a total sum not to exceed One Hundred Twenty-seven Thousand and No/100 Dollars ($127,000.00) in
payment for services and the Scope of Services deliverables as delineated herein.
For purposes of this Agreement, Consultant has issued its Scope of Services for the assignments
delineated herein, and a Budget for Consulting Services. Such Scope of Services is attached hereto as Exhibit
"A" and incorporated herein by reference for all purposes. Such Budget is attached hereto as Exhibit "B" and
incorporated herein by reference for all purposes. This Agreement, and its accompanying exhibits, shall evidence
the entire understanding and agreement between the parties and shall supersede any prior proposals,
correspondence or discussions.
Consultant shall satisfactorily provide all services described under the attached Scope of Services within
the contract term specified in Section 1.01. Consultant's undertakings shall be limited to performing services for
City and/or advising City concerning those matters on which Consultant has been specifically engaged.
Consultant shall perform its services in accordance with this Agreement, in accordance with any appended
exhibits, in accordance with due care, and in accordance with prevailing consulting industry standards for
comparable services.
1.03 PAYMENT FOR SERVICES; AND SUPPLEMENTAL AGREEMENTS
Payment for Services: In consideration for the consulting services to be performed by Consultant, City
agrees to pay Consultant in accordance with the terms set forth below:
All payments to Consultant shall be made on the basis of the invoices submitted by Consultant and
approved by City in accordance with Section 1.04 herein.
Payment for Reimbursable Expenses: There shall be no payment for reimbursable expenses in this
Agreement.
Not -to -Exceed Total: Unless subsequently changed by additional Supplemental Agreement hereto, duly
authorized by City Council or City Manager action, Consultant's total compensation hereunder shall not exceed
$127,000.00. This amount represents the absolute limit of City's liability to Consultant hereunder unless same
shall be changed by additional Supplemental Agreement, and City shall pay, strictly within the confines of the
not -to -exceed sum recited herein, Consultant's professional fees for work done on behalf of City.
Deductions: No deductions shall be made for Consultant's compensation on account of penalty,
liquidated damages or other sums withheld from payments to Consultant.
Additions: No additions shall be made to Consultant's compensation based upon Project claims, whether
paid by City or denied.
Supplemental Agreements: The terms of this Agreement may be modified by written Supplemental
Agreement hereto, duly authorized by City Council or City Manager action, if City determines that there has been
a significant change in (1) the scope, complexity, or character of the services to be performed; or (2) the duration
of the work. Any such Supplemental Agreement must be executed by both parties within the period specified as
2
the term of this Agreement. Consultant shall not perform any work or incur any additional costs prior to the
execution, by both parties, of such Supplemental Agreement. Consultant shall make no claim for extra work done
or materials furnished unless and until there is full execution of any Supplemental Agreement, and City shall not
be responsible for actions by Consultant nor for any costs incurred by Consultant relating to additional work not
directly authorized by Supplemental Agreement.
1.04 TERMS OF PAYMENT
Invoices: To receive payment, Consultant shall prepare and submit a series of monthly detailed invoices
to City for services rendered. Each invoice for professional services shall detail the services performed, along
with documentation. All payments to Consultant shall be made on the basis of the invoices submitted by
Consultant and approved by City.
Should additional backup material be requested by City, Consultant shall comply promptly. In this
regard, should City determine it necessary, Consultant shall make all records and books relating to this Agreement
available to City for inspection and auditing purposes.
If City has any dispute with work performed, then City shall notify Consultant within thirty (30) days
after receipt of invoice. In the event of any dispute regarding the work performed, then and in that event
Consultant shall either (a) satisfactorily re -perform the disputed services or (b) provide City with an appropriate
credit.
Payment of Invoices: City reserves the right to correct any error that may be discovered in any invoice
that may have been paid to Consultant and to adjust same to meet the requirements of this Agreement. Following
approval of invoices, City shall endeavor to pay Consultant promptly, but no later than the time period required
under the Texas Prompt Payment Act described in Section 1.08 herein. Under no circumstances shall Consultant
be entitled to receive interest on payments which are late because of a good faith dispute between Consultant and
City or because of amounts which City has a right to withhold under this Agreement or state law. City shall be
responsible for any sales, gross receipts or similar taxes applicable to the services, but not for taxes based upon
Consultant's net income.
Offsets: City may, at its option, offset any amounts due and payable under this Agreement against any
debt (including taxes) lawfully due to City from Consultant, regardless of whether the amount due arises pursuant
to the terms of this Agreement or otherwise and regardless of whether or not the debt due to City has been
reduced to judgment by a court.
1.05 REQUIRED REPORTS
Consultant agrees to provide City with any necessary detailed final written reports, together with all
information gathered and materials developed during the course of the project. Additionally, Consultant agrees to
provide City with any necessary oral presentations of such detailed final written reports, at City's designation and
at no additional cost to City.
1.06 LIMITATION TO SCOPE OF SERVICES
Consultant and City agree that the Scope of Services to be performed is generally enumerated in Exhibit
"A" attached hereto. Notwithstanding anything herein to the contrary, the parties agree that City retains absolute
discretion and authority for all funding decisions, such decisions to be based solely on criteria accepted by City
which may be influenced by but not be dependent on Consultant's work.
3
1.07 NON -APPROPRIATION; AND FISCAL FUNDING
This Agreement is a commitment of City's current revenues only. It is understood and agreed that City
shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of City
does not appropriate funds sufficient to purchase the services as determined by City's budget for the fiscal year in
question. City may effect such termination by giving Consultant a written notice of termination at the end of its
then current fiscal year.
1.08 PROMPT PAYMENT POLICY
In accordance with Chapter 2251, V.T.C.A., Texas Government Code, payment to Consultant will be
made within thirty (30) days of the day on which City receives the performance, supplies, materials, equipment,
and/or deliverables, or within thirty (30) days of the day on which the performance of services was complete, or
within thirty (30) days of the day on which City receives a correct invoice for the performance and/or deliverables
or services, whichever is later. Consultant may charge a late fee of one percent (1%) for payments not made in
accordance with this prompt payment policy; however, this policy does not apply to payments made by City in the
event:
(1) There is a bona fide dispute between City and Consultant concerning the supplies, materials, or
equipment delivered or the services performed which causes the payment to be late; or
(2) The terms of a federal contract, grant, regulation, or statute prevent City from making a timely
payment with federal funds; or
(3)
There is a bona fide dispute between the parties and subcontractors or between a subcontractor
and its suppliers concerning supplies, materials, or equipment delivered or the services performed
which causes the payment to be late; or
(4) Invoices are not mailed to City in strict accordance with instructions, if any, on the purchase order
or the Agreement or other such contractual agreement.
1.09 TERMINATION
This Agreement may be terminated for any of the following conditions:
(1) By City for reasons of its own, with or without cause, and not subject to the mutual consent of
any other party, such written termination notice to be given to the other party not less than thirty
(30) days prior to termination.
(2) By mutual agreement and consent of the parties, such agreement to be in writing.
(3) By either party for failure by the other party to perform the services set forth herein in a
satisfactory manner, such termination notice to be given in writing to the other party.
(4) By either party for failure by the other party to fulfill its obligations herein.
(5) By satisfactory completion of all services and obligations described herein.
4
Should City terminate this Agreement as herein provided, no fees other than fees due and payable at the
time of termination shall thereafter by paid to Consultant. City shall pay Consultant for all uncontested services
performed to date of notice of termination.
If either party defaults in performance of this Agreement or if City terminates this Agreement for default
on the part of the other party, then City shall give consideration to the actual costs incurred by Consultant in
performing the work to the date of default. The cost of the work that is useable to City, the cost to City of
employing another firm to complete the useable work, and other factors will affect the value to City of the work
performed at the time of default.
The termination of this Agreement and payment of an amount in settlement as set forth above shall
extinguish all rights, duties, and obligations of City and the terminated party to fulfill contractual obligations.
Termination under this section shall not relieve the terminated party of any obligations or liabilities which
occurred prior to cancellation.
1.10 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor, and is not City's employee. Consultant's employees or
subcontractors are not City's employees. This Agreement does not create a partnership, employer-employee, or
joint venture relationship. No party has authority to enter into contracts as agent for the other party. Consultant
and City agree to the following rights consistent with an independent contractor relationship:
(1) Consultant has the right to perform services for others during the term hereof.
(2) Consultant has the sole right to control and direct means, manner and method by which services
required by this Agreement will be performed.
(3)
Consultant has the right to hire assistants as subcontractors, or to use employees to provide the
services required by this Agreement.
(4) Consultant or its employees or subcontractors shall perform services required hereunder, and City
shall not hire, supervise, or pay assistants to help Consultant.
(5)
Neither Consultant nor its employees or subcontractors shall receive training from City in skills
necessary to perform services required by this Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full time to
performing the services required by this Agreement.
(7)
Neither Consultant nor its employees or subcontractors are eligible for participation in any
employee pension, health, vacation pay, sick pay, or other fringe benefit plan of City.
1.11 NON -SOLICITATION
All parties hereto agree that they shall not directly or indirectly solicit for employment, employ, or
otherwise retain staff of the other during the term of this Agreement.
1.12 CONFIDENTIALITY; AND MATERIALS OWNERSHIP
Any and all programs, data, or other materials furnished by City for use by Consultant in connection with
services to be performed under this Agreement, and any and all data and information gathered by Consultant,
5
shall be held in confidence by Consultant as set forth hereunder. All parties agree to hold all confidential
information in the strictest confidence and not make any use thereof other than for the performance of this
Agreement.
Notwithstanding the foregoing, the parties recognize and understand that City is subject to the Texas
Public Information Act and its duties run in accordance therewith.
Any materials created or developed by Consultant in connection with services performed hereunder,
including all trademark and copyright rights, shall be the sole property of City at the expiration of this Agreement.
1.13 WARRANTIES
Consultant warrants that all services performed hereunder shall be performed consistent with generally
prevailing professional or industry standards, and shall be performed in a professional and workmanlike manner.
Consultant shall re -perform any work not in compliance with this warranty.
1.14 INDEMNIFICATION
Consultant agrees to hold harmless, exempt, and indemnify City, its officers, agents, directors, servants,
representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including
but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident
to any work done as a result hereof.
City agrees to hold harmless, exempt, and indemnify Consultant, its officers, agents, directors, servants,
representatives and employees, from and against any and all suits, actions, legal proceedings, demands, costs,
expenses, losses, damages, fines, penalties, liabilities and claims of any character, type, or description, including
but not limited to any and all expenses of litigation, court costs, attorneys fees and all other costs and fees incident
to any work done as a result hereof.
In no event shall either party be liable to the other for special or consequential damages, statutory or
otherwise.
1.15 ASSIGNMENT AND DELEGATION
The parties each hereby bind themselves, their successors, assigns and legal representatives to each other
with respect to the terms of this Agreement. Neither party may assign any rights or delegate any duties hereunder
without the other's prior written approval.
The parties expressly acknowledge their understanding that City is serving as the initial contracting
authority for the entire project, and that the project is a joint collaboration between the cities of Round Rock,
Leander and Cedar Park; that there will be an anticipated eventual transition from City to the Brushy Creek
Regional Utility Authority; and that this Agreement and related contracts may be assigned by City to the Brushy
Creek Regional Utility Authority at any time after creation of such entity.
1.16 LOCAL, STATE AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes) incurred while
performing services under this Agreement. City will not do the following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its behalf;
6
(2) Make state and/or federal unemployment compensation contributions on Consultant's behalf; or
(3) Withhold state or federal income tax from any of Consultant's payments.
If requested, City shall provide Consultant with a certificate from the Texas State Comptroller indicating
that City is a non-profit corporation and not subject to State of Texas Sales and Use Tax.
1.17 INSURANCE REQUIREMENTS
Insurance. Consultant, at Consultant's sole cost, shall have and maintain during the term of this
Agreement professional liability insurance coverage in the minimum amount of One Million Dollars from a
company authorized to do insurance business in Texas and otherwise acceptable to the City.
Subconsultant Insurance. Without limiting any of the other obligations or liabilities of Consultant,
Consultant shall require each subconsultant performing work under this Agreement to maintain during the term of
the Agreement, at the subconsultant's own expense, the same stipulated minimum insurance required in the
immediately preceding paragraph, including the required provisions and additional policy conditions as shown
below. As an alternative, Consultant may include its subconsultants as additional insureds on its own coverages
as prescribed under these requirements. Consultant's certificate of insurance shall note in such event that the
subconsultants are included as additional insureds.
Consultant shall obtain and monitor the certificates of insurance from each subconsultant in order to
assure compliance with the insurance requirements. Consultant must retain the certificates of insurance for the
duration of this Agreement, and shall have the responsibility of enforcing these insurance requirements among its
subconsultants. The City shall be entitled, upon request and without expense, to receive copies of these
certificates of insurance.
Insurance Policy Endorsements. Each insurance policy hereunder shall include the following
conditions by endorsement to the policy:
(1) Each policy shall require that thirty (30) days prior to the expiration, cancellation, non -renewal or any
material change in coverage, a notice thereof shall be given to the City by certified mail to:
City Manager, City of Round Rock
221 East Main Street
Round Rock, Texas 78664
Consultant shall also notify the City, within twenty-four (24) hours of receipt, of any notices of
expiration, cancellation, non -renewal, or material change in coverage it receives from its insurer.
(2) Companies issuing the insurance policies shall have no recourse against the City for payment of any
premiums or assessments for any deductibles which all are at the sole responsibility and risk of
Consultant.
(3)
Terms "the City" or "the City of Round Rock" shall include all authorities, boards, commissions,
departments, and officers of the City and individual members, employees and agents in their official
capacities, or while acting on behalf of the City of Round Rock.
(4) The policy clause "Other Insurance" shall not apply to any insurance coverage currently held by the
City, to any future coverage, or to the City's Self -Insured Retentions of whatever nature.
(5) Consultant and the City mutually waive subrogation rights each may have against the other for loss
or damage, to the extent same is covered by the proceeds of insurance.
7
Cost of Insurance. The cost of all insurance required herein to be secured and maintained by Consultant
shall be borne solely by Consultant, with certificates of insurance evidencing such minimum coverage in force to
be filed with the City.
1.18 COMPLIANCE WITH LAWS, CHARTER AND ORDINANCES
Consultant, its consultants, agents, employees and subcontractors shall use best efforts to comply with all
applicable federal and state laws, the Charter and ordinances of City, as amended, and all applicable rules and
regulations promulgated by local, state and national boards, bureaus and agencies. Consultant shall further obtain
all permits, licenses, trademarks, copyrights, and the like required in the performance of the services contracted
for herein, and same shall belong solely to City at the expiration of the term of this Agreement.
1.19 FINANCIAL INTEREST PROHIBITED
Consultant covenants and represents that Consultant, its officers, employees, agents, consultants and
subcontractors will have no financial interest, direct or indirect, in the purchase or sale of any product, materials
or equipment that will be recommended or required hereunder.
1.20 DESIGNATION OF CITY REPRESENTATIVE
City hereby designates the following representative authorized to act in its behalf with regard to this
Agreement:
Will Hampton
Communications Director
City of Round Rock
Telephone: (512) 218-5409
Facsimile: (512) 218-7097
Email: willh@round-rock.tx.us
1.21 NOTICES
All notices and other communications in connection with this Agreement shall be in writing and shall be
considered given as follows:
(1) When delivered personally to recipient's address as stated herein; or
(2) Three (3) days after being deposited in the United States mail, with postage prepaid to the
recipient's address as stated in this Agreement.
Notice to Consultant:
Group Solutions RJW
8401 Shoal Creek Boulevard
Austin, TX 78757
Notice to City:
City of Round Rock
City Manager
221 East Main Street
Round Rock, TX 78664
AND TO:
8
City Attorney's Office
Stephan L. Sheets, City Attorney
309 East Main Street
Round Rock, TX 78664
Nothing contained in this section shall be construed to restrict the transmission of routine
communications between representatives of City and Consultant.
1.22 APPLICABLE LAW; ENFORCEMENT AND VENUE
This Agreement shall be enforceable in Round Rock, Texas, and if legal action is necessary by either
party with respect to the enforcement of any or all of the terms or conditions herein, exclusive venue for same
shall lie in Williamson County, Texas. This Agreement shall be governed by and construed in accordance with
the laws and court decisions of Texas.
1.23 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including any appended exhibits, constitute the entire
agreement between the parties and supersede all previous communications, representations, and agreements,
either written or oral, with respect to the subject matter hereof. No modifications of this Agreement will be
binding on any of the parties unless acknowledged in writing by the duly authorized governing body or
representative for each party.
1.24 DISPUTE RESOLUTION
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help
of a mutually selected mediator. If the parties cannot agree on a mediator, City shall select one mediator and
Consultant shall select one mediator and those two mediators shall agree upon a third mediator. Any costs and
fees, other than attorney fees, associated with the mediation shall be shared equally by the parties.
City and Consultant hereby expressly agree that no claims or disputes between the parties arising out of or
relating to this Agreement or a breach thereof shall be decided by any arbitration proceeding, including without
limitation, any proceeding under the Federal Arbitration Act (9 USC Section 1-14) or any applicable state
arbitration statute.
1.25 ATTORNEY FEES
In the event that any lawsuit is brought by one party against any of the other parties in connection with
this Agreement, the prevailing party shall be entitled to seek to recover its reasonable costs and reasonable
attorney fees.
1.26 FORCE MAJEURE
Notwithstanding any other provisions of this Agreement to the contrary, no failure, delay or default in
performance of any obligation hereunder shall constitute an event of default or a breach of this Agreement, only
to the extent that such failure to perform, delay or default arises out of causes beyond control and without the fault
or negligence of the party otherwise chargeable with failure, delay or default; including but not limited to acts of
God, acts of public enemy, civil war, insurrection, riots, fires, floods, explosion, theft, earthquakes, natural
disasters or other casualties, strikes or other labor troubles, which in any way restrict the performance under this
Agreement by the parties.
Consultant shall not be deemed to be in default of its obligations if its failure to perform or its substantial
delay in performance is due to City's failure to timely provide requested information, data, documentation, or
other material necessary for Consultant to perform its obligations hereunder.
1.27 SEVERABILITY
The invalidity, illegality, or unenforceability of any provision of this Agreement or the occurrence of any
event rendering any portion of provision of this Agreement void shall in no way affect the validity or
9
enforceability of any other portion or provision of this Agreement. Any void provision shall be deemed severed
from this Agreement, and the balance of this Agreement shall be construed and enforced as if this Agreement did
not contain the particular portion of provision held to be void. The parties further agree to amend this Agreement
to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this Article shall not prevent this entire Agreement from being void should a
provision which is of the essence of this Agreement be determined void.
1.28 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform all of the services,
responsibilities and duties specified herein and that such services, responsibilities and duties shall be performed,
whether by Consultant or designated subconsultants, in a manner according to generally accepted business
attraction practices.
1.29 GENERAL AND MISCELLANEOUS
The section numbers and headings contained herein are provided for convenience only and shall have no
substantive effect on construction of this Agreement.
The failure of a party to exercise any right hereunder shall not operate as a waiver of said party's right to
exercise such right or any other right in the future.
Time is of the essence to this Agreement. Consultant understands and agrees that any failure of
Consultant to complete the services due under this Agreement within the agreed term as delineated in Section
1.01 herein will constitute a material breach of this Agreement.
This Agreement may be executed in multiple counterparts, which taken together shall be considered as
one original. City agrees to provide Consultant with one (1) fully executed original of this Agreement document.
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated.
CITY OF ROUND ROCK, TEXAS
GROUP SOLUTIONS RJW
By: Jr By:
Title: Witt kid Y— Title:
Date: I(. j LI) Date:
ATTEST:
By:
Sara L. White, City Secretary
FOR CIT PPROVED S TO FORM:
By:
'trt
Steph. L. Sheets, City • ' orney
10
Group Solutions RJW
Public Involvement Scope of Services
Brushy Creek Regional Utility Authority
Water Supply Project
October 2008
SCOPE OF SERVICES
August 2008 through July 2009
Group Solutions RJW will perform the following services in support of the project. Any
additional tasks not mentioned in this scope will need to be addressed and the budget
recalculated to account for additional responsibilities.
Project Updates (Up to 6)—Group Solutions RJW will produce and distribute Project
Updates to potentially affected interests in the Volente, Trails End Road, and/or the
Treatment Plant neighborhoods. In addition, updates will be posted on the project
website. The updates will be used to provide timely project news, particularly as
contractors are selected and construction activities begin. Up to 25 hours will be spent on
each publication.
Website and Collateral Materials—Group Solutions will spend up to 8 hours monthly
on project materials for use in meetings and/or other stakeholder interactions. Materials
could include inserts, FAQs, Fact Sheets, and PowerPoint presentations. Additionally,
Group Solutions will assist in getting information posted to the project website such as
meeting notices and materials presented at open houses. Group Solutions will also help
monitor the "blog" component of the website.
Presentations and Meetings—Group Solutions will assist in scheduling and/or staffing
presentations by the project team to organizations. Group Solutions will also schedule
and/or staff presentations and small group meetings with interested stakeholders such as
those living near "Site 4." Group Solutions will maintain a record of presentations for the
project file. Group Solutions will spend up to 10 hours per month on this task.
Database Development—Group Solutions will maintain a database of residents,
property owners, neighborhood associations, and interested others. Attendees at public
meetings will be added to the database following each event. Additionally, as the project
progresses and project needs mandate, new stakeholders will be added. The database will
be used to disseminate pertinent information such as Project Updates and invitations to
meetings. Up to 6 hours per month will be spent on this task.
Large Scale Public Events (Up to 3)—Group Solutions will schedule and prepare for up
to three large-scale events. Large-scale events are defined as activities such as "Open
Houses" or "Meet the Contractor" meetings where invitations are sent to residents in
Volente, Trails End, and/or the Treatment Plant area as opposed to inviting smaller
subsets of individuals to an event. Group Solutions will prepare and distribute meeting
announcements, draft an agenda, issue notices to the media, participate in planning
meetings, secure a meeting space, coordinate room set-up, secure audio/video equipment,
if needed, secure refreshments, and assist in staffing public events such as open houses
and public meetings. Group Solutions will spend up to 60 hours per event for this task.
Hotline/Listening Log—Group Solutions will serve as a project "point of contact",
assisting with requests for information from citizens who call the project hotline and/or
submit questions via the project website. Group Solutions will maintain a "Listening
Log" which will serve as a record of communications. Issues and unresolved questions
from meetings and other project events may be entered into the log as well. Up to 20
hours per month will be spent on this task.
Team Meetings/Meeting Summaries—Group Solutions will attend project team/public
involvement meetings and teleconferences as well as produce up to 15 written summaries
that capture action items and responsibilities.
Media Relations—Group Solutions RJW will maintain a current media distribution list
and establish relationships with reporters, producers, and editors in order that accurate
and timely project news may be disseminated to targeted audiences. Group Solutions will
assist with calls from the media and coordinate interviews with appropriate team
members as well as suggest story ideas to reporters. News releases and other materials
will be produced to aid in notifying the public of meetings and other project -related news.
If needed, Group Solutions will also contact the media to correct any misinformation.
Coordination and Documentation—Group Solutions RJW will prepare monthly
activity reports documenting public involvement activities as well as maintain records of
presentations made. Group Solutions RJW will review, respond to and/or initiate project -
related correspondence with team members and PAIs as needed. Up to 9 hours per month
will be spent on this task.
Direct Costs
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