Contract - Raba Kistner, Inc. - 1/9/2025 AGREEMENT BETWEEN THE CITY OF ROUND ROCK
AND RABA KISTNER,INC
FOR CONSTRUCTION MATERIALS TESTING SERVICES
FOR THE COUNTY ROAD 112 (WEST) PROJECT
THE STATE OF TEXAS §
THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS
COUNTY OF WILLIAMSON §
COUNTY OF TRAVIS §
THIS AGREEMENT (the "Agreement") for construction materials testing services, is
made on this _* day of —Za„j,,rc , 202_d, by and between the CITY OF ROUND
ROCK, a Texas home-rule municipal corporation with offices located at 221 East Main Street,
Round Rock, Texas 78664-5299 (the "City"), and RABA KISTNER, INC., located at 8100
Cameron Road, Suite B-150, Austin, TX 78754-(the"Consultant").
RECITALS:
WHEREAS, City has determined that it has a need for construction materials testing
services ("Consulting Services") for the County Road 112 (West)project; and
WHEREAS, City desires to contract with Consultant for the Consulting 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, 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:
1.0 EFFECTIVE DATE, DURATION, AND TERM
A. This Agreement shall be effective on the date set forth in the introductory
paragraph above, and shall remain in full force and effect unless and until it expires by operation
of the term indicated herein, or is terminated as provided herein.
B. The term of this Agreement shall commence upon execution and terminate upon
successful completion of the project.
C. City and the Consultant reserve the right to review the Agreement at any time and
may elect to terminate the Agreement with or without cause.
Con structionMaterialsTestingServices;Raba Kistner;CountyRoad112(West)4862-5421-3113 v
�, - a 0 as- 0 O
2.0 CITY SERVICES
City shall provide the services set forth in Exhibit "A" titled, "City Services," which
shall be incorporated herein by reference for all purposes.
3.0 CONSULTING SERVICES
Consultant shall satisfactorily provide all Consulting Services described herein and as set
forth in Exhibit "B." Consultant's undertaking shall be limited to performing Consulting
Services for City and/or advising City concerning those matters on which Consultant has been
specifically engaged. Consultant shall perform the Consulting Services in accordance with this
Agreement in a professional and workmanlike manner.
4.0 LIMITATION TO CONSULTING SERVICES
Consultant's undertaking shall be limited to performing the Consulting Services for City
and/or advising City concerning those matters on which Consultant has been specifically
engaged. Consultant and City agree that the Consulting Services to be performed are enumerated
in Exhibit "B," and may only be modified by a written Supplemental Agreement executed by
both parties as described in Section 10.0.
5.0 CONTRACT AMOUNT
A. In consideration for providing the Consulting Services, Consultant shall be paid
on the basis of the Fee Schedule attached hereto as Exhibit "C," and incorporated herein by
reference for all purposes.
B. Consultant's total compensation for Consulting Services hereunder shall not
exceed $ 105,157.26. This amount represents the absolute limit of City's liability to Consultant
hereunder unless same shall be changed by Supplemental Agreement, and City shall pay,strictly
within the not-to-exceed sum recited herein, Consultant's fees for work done on behalf of City.
6.0 INVOICE REQUIREMENTS AND TERMS OF PAYMENT
A. Invoices: To receive payment, Consultant shall prepare and submit detailed
invoices to the City, in accordance with the delineation contained herein, for Consulting Services
rendered. Such invoices for Consulting Services shall detail the services performed, along with
documentation for each service performed. Payment to Consultant shall be made on the basis of
the invoices submitted by Consultant and approved by the City. Such invoices shall conform to
the Fee Schedule.
B. Backup Material. Should additional backup material be requested by the City
relative to Consulting Services, Consultant shall promptly comply. In this regard,should the City
determine it necessary, Consultant shall make all records and books relating to this Agreement
available to the City for inspection and auditing purposes.
2
C. Payment of Invoices: The 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 an invoice,the City shall endeavor to pay
Consultant promptly,but no later than the time period required under the Texas Prompt Payment
Act described in Section 8 herein.
D. Taxes. The City is exempt from Federal Excise and State Sales Tax. Therefore,
such taxes shall not be included in Consultant's invoices.
7.0 INSURANCE
Consultant shall meet all City of Round Rock Insurance Requirements set forth at:
https://www.roundrocktexas.gov/wp-content/uploads/2014/12/corr insurance 07.20112.pdf.
8.0 PROMPT PAYMENT POLICY
In accordance with Chapter 2251,V.T.C.A.,Texas Government Code, any payment to be
made by the City to Consultant will be made within thirty (30) days of the date the performance
of the Consulting Services under this Agreement are completed, or the date the City receives a
correct invoice for the Consulting Services,whichever is later. Consultant may charge interest on
an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the
payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section
2251.025(b). This Prompt Payment Policy does not apply to payments made by the City in the
event:
(1) There is a bona fide dispute between the City and Consultant, a contractor,
subcontractor, or supplier about the service performed that cause the payment
to be late;or
(2) There is a bona fide dispute between Consultant and a subcontractor or
between a subcontractor and its supplier about the service performed that
causes the payment to be late;or
(3) The terms of a federal contract, grant, regulation, or statute prevent the City
from making a timely payment with federal funds;or
(4) The invoice is not mailed to the City in strict accordance with any instruction
on the purchase order relating to the payment.
9.0 NON-APPROPRIATION AND FISCAL FUNDING
This Agreement is a commitment of the City's current revenues only. It is understood and
agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal
year if the governing body of the City does not appropriate funds sufficient to purchase the
Consulting Services as determined by the City's budget for the fiscal year in question. The City
3
may affect such termination by giving Consultant a written notice of termination at the end of its
then-current fiscal year.
10.0 SUPPLEMENTAL AGREEMENT
The terms of this Agreement may be modified by written Supplemental Agreement
hereto,duly authorized by City Council or by the City Manager,if the City determines that there
has been a significant change in (1) the scope, complexity, or character of the Consulting
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 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 the 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.
11.0 TERMINATION AND DEFAULT
A. Termination: It is agreed and understood by Consultant that the City may
terminate this Agreement for the convenience of the City,upon written notice to Consultant(the
"Date of Termination,") with the understanding that immediately upon receipt of said notice all
work being performed under this Agreement shall cease. Consultant shall invoice the City for
work satisfactorily completed and shall be compensated in accordance with the terms hereof for
work accomplished prior to the Date of Termination. Consultant shall not be entitled to any lost
or anticipated profits for work terminated under this Agreement. Unless otherwise specified in
this Agreement, all data, information, and work product related to this Project shall become the
property of the City upon termination of this Agreement and shall be promptly delivered to the
City in a reasonably organized form without restriction on future use. Should the City
subsequently contract with a new consultant for continuation of service on the Project,
Consultant shall cooperate in providing information.
Termination of this Agreement shall extinguish all rights, duties, and obligations of the
terminating party 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 termination.
Nothing contained in this section shall require the City to pay for any work which it
j deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement.
B. Default: Either party may terminate this Agreement, in whole or in part, for
default if the Party provides the other Party with written notice of such default and the other fails
to satisfactorily cure such default within ten (10) business days of receipt of such notice (or a
greater time if agreed upon between the Parties).
4
If default results in termination of this Agreement, then the 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 the City,the cost to the City of employing another firm to complete
the useable work, and other factors will affect the value to the City of the work performed at the
time of default. Neither party shall be entitled to any lost or anticipated profits for work
terminated for default hereunder.
The termination of this Agreement for default shall extinguish all rights, duties, and
obligations of the terminating Party 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 termination.
Nothing contained in this section shall require the City to pay for any work which it
deems unsatisfactory,or which is not performed in compliance with the terms of this Agreement.
12.0 NON-SOLICITATION
Except as may be otherwise agreed in writing, during the term of this Agreement and for
twelve(12) months thereafter, neither the City nor Consultant shall offer employment to or shall
employ any person employed then or within the preceding twelve (12) months by the other or
any affiliate of the other if such person was involved,directly or indirectly, in the performance of
this Agreement. This provision shall not prohibit the hiring of any person who was solicited
solely through a newspaper advertisement or other general solicitation.
13.0 INDEPENDENT CONTRACTOR STATUS
Consultant is an independent contractor and is not the City's employee. Consultant's
employees or subcontractors are not the 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 the 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 the means,manner and method
by which it performs its Consulting Services required by this Agreement.
(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 Consulting Services
required hereunder, and the City shall not hire, supervise, or pay assistants to help
Consultant.
5
(5) Neither Consultant nor its employees or subcontractors shall receive training from
the City in skills necessary to perform Consulting Services required by this
Agreement.
(6) City shall not require Consultant or its employees or subcontractors to devote full
time to performing the Consulting Services required by this Agreement.
(7) Neither Consultant nor its employees or subcontractors are eligible to participate
in any employee pension, health, vacation pay, sick pay, or other fringe benefit
plan of the City.
14.0 CONFIDENTIALITY AND MATERIALS OWNERSHIP
Any and all programs,data,or other materials furnished by the City for use by Consultant
in connection with the Consulting Services to be performed under this Agreement, and any and
all data and information gathered by Consultant, shall be held in confidence by Consultant as set
forth hereunder. Each party agrees to take reasonable measures to preserve the confidentiality of
any proprietary or confidential information relative to this Agreement, and to not make any use
thereof other than for the performance of this Agreement, provided that no claim may be made
for any failure to protect information that occurs more than three (3) years after the end of this
Agreement.
The parties recognize and understand that the City is subject to the Texas Public
Information Act and its duties run in accordance therewith.
All data relating specifically to the City's business and any other information which
reasonably should be understood to be confidential to City is confidential information of City.
Consultant's proprietary software, tools, methodologies, techniques, ideas, discoveries,
inventions, know-how, and any other information which reasonably should be understood to be
confidential to Consultant is confidential information of Consultant. The City's confidential
information and Consultant's confidential information is collectively referred to as"Confidential
Information." Each party shall use Confidential Information of the other party only in
furtherance of the purposes of this Agreement and shall not disclose such Confidential
Information to any third party without the other party's prior written consent, which consent
shall not be unreasonably withheld. Each party agrees to take reasonable measures to protect the
confidentiality of the other party's Confidential Information and to advise their employees of the
confidential nature of the Confidential Information and of the prohibitions herein.
Notwithstanding anything to the contrary contained herein, neither party shall be
obligated to treat as confidential any information disclosed by the other party (the "Disclosing
Party") which: (1) is rightfully known to the recipient prior to its disclosure by the Disclosing
Party; (2) is released by the Disclosing Party to any other person or entity (including
governmental agencies) without restriction; (3) is independently developed by the recipient
without any reliance on Confidential Information; or (4) is or later becomes publicly available
without violation of this Agreement or may be lawfully obtained by a party from any non-party.
6
Notwithstanding the foregoing, either party will be entitled to disclose Confidential Information
of the other to a third party as may be required by law, statute, rule or regulation, including
subpoena or other similar form of process, provided that (without breaching any legal or
regulatory requirement) the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement, nothing herein shall
preclude or limit Consultant from providing similar services for other clients.
Notwithstanding the foregoing, either party will be entitled to disclose Confidential
Information of the other to a third party as may be required by law, statute, rule or regulation,
including subpoena or other similar form of process, provided that (without breaching any legal
or regulatory requirement)the party to whom the request is made provides the other with prompt
written notice and allows the other party to seek a restraining order or other appropriate relief.
Subject to Consultant's confidentiality obligations under this Agreement.
Neither the City nor Consultant will be liable to the other for inadvertent or accidental
disclosure of Confidential Information if the disclosure occurs notwithstanding the party's
exercise of the same level of protection and care that such party customarily uses in safeguarding
its own proprietary and confidential information.
Notwithstanding anything to the contrary in this Agreement, the City will own as its sole
property all written materials created, developed, gathered, or originally prepared expressly for
the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and
Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods,
techniques, processes, software, or other similar information which may have been discovered,
created, developed or derived by Consultant either prior to or as a result of its provision of
Consulting Services under this Agreement (other than Deliverables). Consultant shall have the
right to retain copies of the Deliverables and other items for its archives. Consultant's working
papers and Consultant's Confidential Information (as described herein) shall belong exclusively
to the Consultant. "Working papers" shall mean those documents prepared by Consultant during
the course of performing the Project including, without limitation, schedules, analyses,
transcriptions, memos, designed and developed data visualization dashboards and working notes
that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole
and exclusive ownership of its know-how,concepts,techniques,methodologies,ideas,templates,
dashboards, code and tools discovered, created or developed by Consultant during the
performance of the Project that are of general application and that are not based on City's
Confidential Information hereunder(collectively, "Consultant's Building Blocks"). To the extent
any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non-
exclusive, non-transferable, royalty-free right to use such Building Blocks solely in connection
with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant
may use the deliverables and the Building Blocks for any purpose. Except to the extent required
by law or court order, City will not otherwise use, or sublicense or grant any other party any
rights to use, copy or otherwise exploit or create derivative works from Consultant's Building
Blocks.
7
City shall have a non-exclusive,non-transferable license to use Consultant's Confidential
Information for City's own internal use and only for the purposes for which they are delivered to
the extent that they form part of the Deliverables.
15.0 WARRANTIES
Consultant represents that all Consulting Services performed hereunder shall be
performed consistent with generally prevailing professional or industrial standards and shall be
performed in a professional and workmanlike manner. Consultant shall re-perform any work not
in compliance with this representation.
16.0 LIMITATION OF LIABILITY
Should any of Consultant's services not conform to the requirements of the City or of this
Agreement, then and in that event the City shall give written notification to Consultant;
thereafter, (a) Consultant shall either promptly re-perform such Consulting Services to the City's
reasonable satisfaction at no additional charge, or (b) if such deficient Consulting Services
cannot be cured within the cure period set forth herein, then this Agreement may be terminated
for default.
In no event will Consultant be liable for any loss, damage, cost or expense attributable to
negligence, willful misconduct or misrepresentations by the City, its directors, employees or
agents.
Neither party's liability, in contract, tort (including negligence) or any other legal or
equitable theory, (a) shall exceed the professional fees paid or due to Consultant pursuant to this
Agreement or (b) include any indirect, incidental, special, punitive or consequential damages,
even if such party has been advised of the possibility of such damages. Such excluded damages
include,without limitation,loss of data, loss of profits and loss of savings of revenue.
17.0 INDEMNIFICATION
Consultant shall save and hold harmless City and its officers and employees from all
claims and liabilities due to activities of his/her/itself and his/her/its agents or employees,
performed under this Agreement, which are caused by or which result from the negligent error,
omission, or negligent act of Consultant or of any person employed by Consultant or under
Consultant's direction or control.
Consultant shall also save and hold City harmless from any and all expenses, including
but not limited to reasonable attorneys' fees which may be incurred by City in litigation or
otherwise defending claims or liabilities which may be imposed on City as a result of such
negligent activities by Consultant,its agents,or employees.
8
18.0 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 under this Agreement without the other party's prior
written approval,which approval shall not be unreasonably withheld.
19.0 LOCAL,STATE,AND FEDERAL TAXES
Consultant shall pay all income taxes, and FICA (Social Security and Medicare taxes)
incurred while performing Consulting Services under this Agreement. The City will not do the
following:
(1) Withhold FICA from Consultant's payments or make FICA payments on its
behalf,
(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, the City shall provide Consultant with a certificate from the Texas State
Comptroller indicating that the City is a non-profit corporation and not subject to State of Texas
Sales and Use Tax.
20.0 COMPLIANCE WITH LAWS,CHARTER,AND ORDINANCES
A. 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 the
City of Round Rock, as amended, and with all applicable rules and regulations promulgated by
local, state and national boards,bureaus and agencies. Consultant shall further obtain all permits,
licenses, trademarks, or copyrights required in the performance of the Consulting Services
contracted for herein,and same shall belong solely to the City at the expiration of the term of this
Agreement.
B. In accordance with Chapter 2271,Texas Government Code,a governmental entity
may not enter into a contract with a company for goods and services unless the contract contains
written verification from the company that it: (1)does not boycott Israel; and(2) will not boycott
Israel during the term of a contract. The signatory executing this Agreement on behalf of
Consultant verifies Consultant does not boycott Israel and will not boycott Israel during the term
of this Agreement.
C. In accordance with Chapter 2274,Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not have a practice,policy, guidance, or directive that
9
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
during the term of the contract against a firearm entity or firearm trade association.The signatory
executing this Agreement on behalf of Consultant verifies Consultant does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade
association, and it will not discriminate during the term of this Agreement against a firearm
entity or firearm trade association.
D. In accordance with Chapter 2274,Texas Government Code,a governmental entity
may not enter into a contract with a company with at least ten (10) full-time employees for a
value of at least One Hundred Thousand and No/100 Dollars ($100,000.00) unless the contract
has a provision verifying that it: (1) does not boycott energy companies; and (2)will not boycott
energy companies during the term of this Agreement. The signatory executing this Agreement on
behalf of Consultant verifies Consultant does not boycott energy companies, and it will not
boycott energy companies during the term of this Agreement.
21.0 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.
22.0 DESIGNATION OF REPRESENTATIVES
(A) The City hereby designates the following representative authorized to act on its
behalf with regard to this Agreement:
Bill Stablein
Project Manager
221 E. Main St.
Round Rock,Texas 78664
(512)218-7044
(B) The Consultant hereby designates the following representative authorized to act
on its behalf with regard to this Agreement:
Ali Hekmatfar,Ph.D,PE
Project Manager
8100 Cameron Rd., Suite B-150
Austin,TX 78754
(512)339-1745
23.0 NOTICES
All notices and other communications in connection with this Agreement shall be in
writing and shall be considered given as follows:
10
(A) When delivered personally to recipient's address or email address as below; or
(B) Three (3) days after being deposited in the United States mail, with postage
prepaid to the recipient's address as stated below.
(C) Notice to Consultant:
Gabriel Ornelas,Jr.,PE,PMP
8100 Cameron Rd., Suite B-150
Austin,TX 78754
I
(D) Notice to City:
City Manager,City of Round Rock
221 East Main Street
Round Rock,TX 78664
AND TO:
Stephanie L. Sandre,City Attorney
309 East Main Street
Round Rock,TX 78664
(E) Nothing contained in this section shall be construed to restrict the transmission of
routine communications between representatives of the City and Consultant.
24.0 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.
25.0 EXCLUSIVE AGREEMENT
The terms and conditions of this Agreement, including 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. The parties expressly
agree that, in the event of any conflict between the terms of this Agreement and any other
writing,this Agreement shall prevail.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.
11
26.0 DISPUTE RESOLUTION
The 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.
27.0 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 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.
28.0 STANDARD OF CARE
Consultant represents that it is specially trained, experienced and competent to perform
all of the Consulting Services, responsibilities and duties specified herein and that such
Consulting Services, responsibilities and duties shall be performed, whether by Consultant or
designated subconsultants, in a manner acceptable to the City and according to generally
accepted business practices.
29.0 GRATUITIES AND BRIBES
City, may by written notice to Consultant, cancel this Agreement without incurring any
liability to Consultant if it is determined by City that gratuities or bribes in the form of
entertainment, gifts, or otherwise were offered or given by Consultant or its agents or
representatives to any City Officer, employee or elected representative with respect to the
performance of this Agreement. In addition, Consultant may be subject to penalties stated in
Title 8 of the Texas Penal Code.
30.0 RIGHT TO ASSURANCE
Whenever either party to this Agreement, in good faith, has reason to question the other
party's intent to perform hereunder, then demand may be made to the other party for written
assurance of the intent to perform. In the event that no written assurance is given within the
reasonable time specified when demand is made,then and in that event the demanding party may
treat such failure an anticipatory repudiation of this Agreement.
12
31.0 MISCELLANEOUS PROVISIONS
(A) Time is of the Essence. Consultant agrees that time is of the essence and that any
failure of Consultant to complete the Consulting Services for each Phase of this Agreement
within the agreed Project schedule may constitute a material breach of the Agreement.
Consultant shall be fully responsible for its delays or for failures to use reasonable efforts
in accordance with the terms of this Agreement. Where damage is caused to City due to
Consultant's failure to perform in these circumstances, City may withhold, to the extent of such
damage, Consultant's payments hereunder without a waiver of any of City's additional legal
rights or remedies. City shall render decisions pertaining to Consultant's work promptly to avoid
unreasonable delays in the orderly progress of Consultant's work.
(B) Force Majeure. Notwithstanding any other provisions hereof to the contrary, no
failure, delay or default in performance of any obligation hereunder shall constitute an event of
default or 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.
(C) Section Numbers. The section numbers and headings contained herein are
provided for convenience only and shall have no substantive effect on construction of this
Agreement.
(D) Waiver. No delay or omission by either party in exercising any right or power
shall impair such right or power or be construed to be a waiver. A waiver by either party of any
of the covenants to be performed by the other or any breach thereof shall not be construed to be a
waiver of any succeeding breach or of any other covenant.No waiver of discharge shall be valid
unless in writing and signed by an authorized representative of the party against whom such
waiver or discharge is sought to be enforced.
(E) Multiple Counterparts. This Agreement may be executed in multiple
counterparts, which taken together shall be considered one original. The City agrees to provide
Consultant with one fully executed original.
[Signatures on the following page.]
13
IN WITNESS WHEREOF, the parties have executed this Agreement on the dates
hereafter indicated.
City of RonRock,Tex Raba ICistner,Inc.
By: By:
Craig Morgan, or Yvonne Garcia Thomas,P.E.
Title: Vice President-Austin Practice Leader
Date Signed: I zs Date Signed: November 1 8 2024
For City Attest:
By:
Annranklin, City Clerk
For City,Approved as to Form:
By:
ephanie L. San re, City Attorney
I
14
i
EXHIBIT A
City Services
The City will provide the following items/information for the ENGINEER under this agreement:
1. Designate a person to act as City's representative with respect to the services to be performed or
furnished by the Consultant. This representation will have authority to transmit instructions,
receive information,interpret and define City's policies and decisions with respect to consultant's
services.
2. The City or its representatives should schedule requested services by contacting Engineer's
Dispatch at least 24 hours prior to the required service request
3. Provide all criteria and full information as to City's requirements for the Task,including objectives
and constraints,space,capacity and performance requirements,flexibility and expandability,and
furnish copies of all design and construction information if available to the City and necessary to
complete the Task.
4. Provide Consultant copies of geotechnical reports, drawings, and exhibits for review and use in
performing our services.
5. The City shall provide Consultant right of entry to perform our field services.
6. The City shall provide Consulting with existing utility maps to assist in locating all underground
utilities in the vicinity of geotechnical drilling.
7. Pertinent data related to specific work orders.
8. Timeline for submissions.
9. Meet with ENGINEER on an as-needed basis depending on the work order.
10. Review submittals and provide comments.
Exhibit"B"
Consulting Services
Consultant will provide observation and testing of construction materials for the Gattis
School Road, Segment 3 project,to include the following:
1) Soils laboratory testing,and in-place field nuclear density testing;
2) Concrete compressive strength specimen sampling,testing,and reporting;
3) Asphalt aggregate sampling and observation; and
4) Verification that the construction is being performed in general
accordance with the project plans and specifications.
The foregoing list of services is not meant to be exhaustive, but is representative of the
nature of the services expected to be provided.
16
Proposal No.PAD24-207-00 Rev 1 3
September 26,2024
FEE ESTIMATE BREAKDOWN
Project Name: CR 112 West Improvements
Project Location: CR 112,Round Rock,TX 78665
Contact:Bill Stablein
Asking for Proposal(client):City of Round Rock-Transportation Department
Address:3400 Sunrise Road
City/State/Zip:Round Rock,TX 78665
Phone Number:512.218.7044
Email:bstablein@roundrocktexas.gov
ESTIMATED ESTIMATED
TESTING/OBSERVATION ITEM IUNITCOSTJ UNIT QUANTITY FEE
SOILS
Laboratory Te ting
Moisture Density Relationship(TxDOT or ASTM) $300.00 each 12 $3,600.00
Sieve Analysis $106.00 each 12 $1,272.00
Atterber Limits $99.00 each 12 $1,188.00
Lime Series Curve $390.00 each 2 $780.00
Sulfate Testing $125.00 each 2 $250.00
Field Gradation for Lime Treated Sub rade $47.00 leach 2 $94.00
Soil PH for Lime Treated Sub rade 1point) $94.00 leach 2 $188.00
Field Testing/Observation
in-Place Nuclear Densities(Per Test) 1 $30.00 leach 450 $13,500.00
Materials Technician 1 $61.50 1hour 1 411 $25,276.50
Vehicle Travel Charge(37m1 RT x 0.67) 1 $24.79 Itrip 1 137[.. $3,396.23
Subtotal $49,544.73
CONCRETE
Laboratory Testing
Concrete Compressive Strength Cylinders 1 $34.40 leach 1 60 $2,064.00
Field Testing/Observation
Materials Technician 1 $61.50 1hour 1 75 $4,612.50
Vehicle Travel Charge(37m1 RT x 0.67) 1 $24.79 Itrip 50 $1,239.50
Subtotal $7,916.00
ASPHALT
Laboratory Testing
Bag Sample(gradation,asphalt content,molding
specimens,density of molded specimens,
maximum thoeretical specific gravity) $551.00 each 40 $22,040.00
Density of Asphalt Cores $61.50 each 10 $615.00
Field Testing/Observation
Lead CMT Technician $75.00 hour 160 $12,000.00
Corin RI $150.00 day 5 $750.00
Generator $70.00 day 5 $350.00
Vehicle Travel Charge(37mi RT x 0.67) $24.79 trip 5 $123.95
Subtotal $35,878.95
PROJECT ADMINISTRATION
Clerical $70.00 1hour 1 16 $1,120.00
Project Engineer(EIT) $113.00 1hour 1 8 $904.00
Senior Project Manager $203.00 1hour 1 48 $9,744.00
Vehicle Travel Charge(37mi RT x 0.67) $24.79 Itrip 1 2 $49.58
Subtotal $11,817.58
TOTAL ESTIMATED FEE $105,157.26
EXHIBIT
C
R A B A K I S T N E R