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CM-2025-075 -3/28/20250118.20251; 4918-5673-2709 AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND TERRACON CONSULTANTS, INC. FOR CONSTRUCTION MATERIALS TESTING SERVICES FOR THE FIRE STATION NO. 10 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 for the Fire Station No. 10 Project, is made on this _____ day of ______________, 2025, 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 TERRACON CONSULTANTS, INC., located at 800 Paloma Drive, Suite 150, Round Rock, Texas 78665 (the “Consultant”). RECITALS: WHEREAS, City has determined that it has a need for construction materials testing services (“Consulting Services”) related to the Fire Station No. 10 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 16 months from the date of execution. 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. 2nd April CM-2025-075 2 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 $58,150.00. 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 related 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. 3 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. 4 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 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 deems unsatisfactory, or which is not performed in compliance with the terms of this Agreement. 5 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). 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. 6 (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) 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 7 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. 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 o f 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 8 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. 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 9 otherwise defending claims or liabilities which may be imposed on City as a result of such negligent activities by Consultant, its agents, or employees. 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. 10 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 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: Hayden Schiller Project Manager – Building Construction 212 Commerce Boulevard Round Rock, Texas 78664 (737) 329-6596 (B) The Consultant hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Chris Schram, P.E. Department Manager III, Construction Services 800 Paloma Drive, Suite 150 Round Rock, TX 78665 (512) 628-6200 11 23.0 NOTICES All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows: (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: Chris Schram, P.E. Department Manager III, Construction Services 800 Paloma Drive, Suite 150 Round Rock, TX 78665 (512) 628-6200 (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 12 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. 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. 13 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. 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. 14 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas Terracon Consultants, Inc. By: _____________________________ By: _______________________________ Name: _____________________________ Name: _____________________________ Title: _____________________________ Title: ______________________________ Date Signed: ________________________ Date Signed: ________________________ For City, Attest: By: _____________________________ Ann Franklin, City Clerk For City, Approved as to Form: By: _____________________________ Stephanie L. Sandre, City Attorney Senior Principal/Vice President Jesse Kocher 04/02/2025 Stephanie L. Sandre (Apr 2, 2025 14:08 CDT) Stephanie L. Sandre Brooks Bennett (Apr 2, 2025 14:24 CDT) Brooks Bennett City Manager 04/02/2025 Ann Franklin (Apr 2, 2025 14:36 CDT) 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 representative 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 Consultant'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 services, 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 services. 4. Provide Consultant copies of geotechnical reports, drawings, and exhibits for review and use in performing the 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 Consultant on an as-needed basis depending on the work order. 10. Review submittals and provide comments. EXHIBIT “B” Consulting Services Attached Behind This Page EXHIBIT “B” Consulting Services Attached Behind This Page Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 = Round Rock, Texas March 03, 2025 = Proposal No. PAC251032 ja ierracon EXHIBIT B PROPOSED SCOPE OF SERVICES FOR CONSTRUCTION MATERIALS OBSERVATION AND TESTING CORR FIRE STATION NO. 10 TERRACON PROPOSAL NO. PAC251032 The proposed scope of services provided by Terracon is described below. The purpose of these services is to observe various components of the construction and conduct specific tests to determine whether the materials and construction comply with the project requirements. These services are designed to provide a level of quality assurance (QA) for the client and are not intended to replace quality control tests and procedures required by the contractors and their suppliers. Terracon requires a complete set of construction plans and specifications approved for construction and any addenda or revisions approved during the construction process that would affect the construction related to the requested QA services. If additional services are needed to comply with the construction documents or the government entity for special inspection requirements, Terracon should be contacted and requested to modify our proposed scope and estimated cost. The contractor has the responsibility to be familiar with the project requirements and to contact Terracon a minimum of 24 hours (one business day) prior to the time our services will be required. Terracon is not responsible for providing specified services if the client does not authorize Terracon to provide the services or if the contractor does not provide adequate notification for our scheduling purposes. Terracon provides construction materials testing and observation services for a majority of the items required by the international building code and government entities. A brief summary of the scope of services that Terracon provides (when authorized and requested) for the special inspection items is provided below. This scope is based on the International Building Code special inspection requirements with some modifications. Terracon will provide construction observations and testing services requested by the client as described in our “Scope of Services” in general accordance with the normal standard of care. Our scope of services does not include any design, design review, construction safety, trench safety, construction supervision, or construction management services. Terracon personnel do not have the responsibility or authority to stop the contractor’s work, or to accept or reject any construction materials or workmanship, even if they do not comply with the project requirements. Explore with us Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 EXHIBIT B PROPOSED SCOPE OF SERVICES FOR CONSTRUCTION MATERIALS OBSERVATION AND TESTING CORR FIRE STATION NO. 10 TERRACON PROPOSAL NO. PAC251032 The proposed scope of services provided by Terracon is described below. The purpose of these services is to observe various components of the construction and conduct specific tests to determine whether the materials and construction comply with the project requirements. These services are designed to provide a level of quality assurance (QA) for the client and are not intended to replace quality control tests and procedures required by the contractors and their suppliers. Terracon requires a complete set of construction plans and specifications approved for construction and any addenda or revisions approved during the construction process that would affect the construction related to the requested QA services. If additional services are needed to comply with the construction documents or the government entity for special inspection requirements, Terracon should be contacted and requested to modify our proposed scope and estimated cost. The contractor has the responsibility to be familiar with the project requirements and to contact Terracon a minimum of 24 hours (one business day) prior to the time our services will be required. Terracon is not responsible for providing specified services if the client does not authorize Terracon to provide the services or if the contractor does not provide adequate notification for our scheduling purposes. Terracon provides construction materials testing and observation services for a majority of the items required by the international building code and government entities. A brief summary of the scope of services that Terracon provides (when authorized and requested) for the special inspection items is provided below. This scope is based on the International Building Code special inspection requirements with some modifications. Terracon will provide construction observations and testing services requested by the client as described in our “Scope of Services” in general accordance with the normal standard of care. Our scope of services does not include any design, design review, construction safety, trench safety, construction supervision, or construction management services. Terracon personnel do not have the responsibility or authority to stop the contractor’s work, or to accept or reject any construction materials or workmanship, even if they do not comply with the project requirements. Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 EXHIBIT B PROPOSED SCOPE OF SERVICES FOR CONSTRUCTION MATERIALS OBSERVATION AND TESTING CORR FIRE STATION NO. 10 TERRACON PROPOSAL NO. PAC251032 1. Concrete (Section 1705.3) – The Terracon scope of services includes sampling concrete and conducting slump and concrete compressive strength tests. Terracon personnel do not have the authority / responsibility to accept or reject concrete even if it does not comply with the project specifications. Terracon will typically make 4-inch diameter, 8-inch high cylinders for compressive strength testing whenever the aggregate size allows; however, 6-inch diameter, 12-inch high cylinders will be used when larger aggregate is used in the concrete or when requested by the client (6”x12” cylinder rate will be used). We will rely on the contractor or his concrete supplier to provide adequate facilities for initial (and field) curing of test cylinders as required by ASTM C 31 test procedures. The Terracon scope of services does not include plastic unit weight testing of concrete. The Terracon scope of services also includes spot observations of the formwork dimensions and the reinforcing steel size, spacing, and configuration on a periodic basis prior to concrete placement. The Terracon scope of services does not include plastic unit weight testing of concrete continuous observation of concrete placement for proper application techniques, periodic observation of the maintenance of specified curing temperatures and/or techniques for constructed structures, review of the erection procedures and temporary bracing for precast concrete members or verification of in-situ concrete strength prior to removal of shores and forms. 2. Structural Masonry (Section 1705.4) – The Terracon scope of services includes visual observation of reinforcing steel placement for both vertical and horizontal bond beam reinforcing steel and observation of grout placement in vertical cells and horizontal bond beams. The sequence of construction may require that these services be provided on a full-time basis during masonry construction in order to have the opportunity to observe the reinforcing steel and grout placement. Our scope of services also includes periodic sampling and compressive strength testing of grout, when required by the project specifications and requested by the client. The contractor is responsible for scheduling observations as frequently as necessary to allow for observation of all vertical and bond beam reinforcing steel and grout placement. The Terracon scope of services does not include observation/verification of the protection of masonry structures during cold or hot weather. The Terracon scope of services does not include observation of masonry veneer or other non-load-bearing masonry construction. Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 EXHIBIT B PROPOSED SCOPE OF SERVICES FOR CONSTRUCTION MATERIALS OBSERVATION AND TESTING CORR FIRE STATION NO. 10 TERRACON PROPOSAL NO. PAC251032 3. Soils (Section 1705.6) – The Terracon scope of services includes sampling and testing of soils, periodic observation of earthwork operations, and moisture-density testing of subgrade and compacted fills. The Terracon scope of services does not include verification of the use of proper materials, densities and lift thicknesses during placement and compaction of compacted fill on a continuous basis. The Terracon scope of services also excludes sampling, testing and evaluation of materials below shallow foundations to determine whether they are adequate to achieve the design bearing capacity. The adequacy of shallow footing subgrade soils will be based on recommendations in the geotechnical engineering report (or structural engineer’s notes if a geotechnical engineering report is not provided) and visual observations of the foundation excavation bottom. 4. Project Management - Terracon project management services include report review, data interpretation and signature; coordination with technicians and contractor personnel; participation in construction meetings when requested; preparation of budget status reports and invoices; and other related services to facilitate communication and coordination between the Terracon technicians and the contractor’s personnel EXHIBIT “C” Fee Schedule Attached Behind This Page Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 EXHIBIT C COST ESTIMATE FOR CONSTRUCTION MATERIALS OBSERVATION AND TESTING CORR FIRE STATION NO. 10 TERRACON PROPOSAL NO. PA C251032 Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 EXHIBIT C SCHEDULE OF SERVICES AND FEES FOR CONSTRUCTION MATERIALS ENGINEERING Project Services Principal, Officer, per hour ............................................................................................... $200.00 Senior Engineer / Manager, per hour ................................................................................. $180.00 Project Engineer / Manager, per hour ................................................................................ $160.00 Administrative, per hour ................................................................................................... $70.00 One Time Project Set-up Fee ............................................................................................ $300.00 Same day Service Request Fee ......................................................................................... $100.00 Transportation Vehicle, per trip ............................................................................................................... $40.00 A fuel surcharge may be added if fuel costs increase by more than 10% during the project duration. Concrete Field Services Concrete Only Technician / Concrete Sample Pickup, per hour ............................................... $65.00 Concrete / Reinforcing Steel Technician, per hour ................................................................ $70.00 Post-Tension Technician, per hour ...................................................................................... $80.00 Concrete Tests Cylinder compression test (ASTM C 31 & C 39), 4”x8”, each .................................................. $25.00 Cylinder compression test (ASTM C 31 & C 39), 6”x12”, each ................................................ $30.00 Concrete Core compression test (ASTM C39), each .............................................................. $60.00 Masonry Field Services Masonry technician, per hour ............................................................................................. $80.00 Grout / Mortar Sample Pickup, per hour .............................................................................. $65.00 Compressive strength of grout prism (ASTM C 1019), each ................................................... $40.00 Cube Compressive strength, each ...................................................................................... $40.00 Soils Laboratory Testing and Classification Atterberg limits (ASTM D 4318), each................................................................................ $100.00 Combined sieve analysis (ASTM C 136 and C 117) .............................................................. $150.00 Optimum moisture / maximum dry density relations (proctors) ASTM D698, each ................................................................................................ $250.00 ASTM D1557, each ............................................................................................... $280.00 Additional charge for Coarse Aggregate Correction (ASTM D4718) .............................. $50.00 TXDOT TEX 113E, each ......................................................................................... $350.00 TXDOT TEX 114E, each ......................................................................................... $250.00 Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 SCHEDULE OF SERVICES AND FEES CONSTRUCTION MATERIALS ENGINEERING Soils Field Services In place density / moisture test, nuclear method (ASTM D6938) ............................................ $22.00 Soils Technician, per hour ................................................................................................. $70.00 Field Gradation of lime treated soil, each ............................................................................ $60.00 Depth check of lime treated soil, each ................................................................................ $30.00 Soil pH value, each .......................................................................................................... $40.00 Sulfate Content, each ....................................................................................................... $50.00 Cost Letter for Materials Observation and Testing Services CORR Fire Station No. 10 ■ Round Rock, Texas March 03, 2025 ■ Proposal No. PAC251032 SCHEDULE OF SERVICES AND FEES CONSTRUCTION MATERIALS ENGINEERING Reimbursable Expenses Direct non-salary project expenses for “outside” services are billed at cost plus 15 percent for handling. These include but are not limited to the following: travel and lodging, external consultants, environmental analytical tests, drilling, special supplies, permits, equipment, sampling, field testing, on- site facilities, clearing/grading contractors, water trucks, bulldozers, security forces, surveyors, traffic control or other support services. Remarks A four-hour minimum charge is applicable to all trips made for the performance of structural steel, firestopping, and wood testing/inspection services. A minimum charge of two hours will be assessed for trips to the project site for sample or cylinder pick up only and a three-hour minimum charge is applicable to all trips made for the performance of other testing, inspection, cancellations or consulting services. All labor, equipment, and transportation charges are billed on a portal-to-portal basis from our office up to the nearest half hour. Overtime rates of 1.5 times the quoted hourly rate will be applicable for all time worked in excess of eight (8) hours per day, all time worked outside of daylight hours of 6:00 AM to 6:00 PM Monday through Friday, and all time worked on Saturdays. Overtime rates of 2 times the quoted hourly rate will be applicable for all time worked on Holidays and Sundays. Services that are not cancelled by the prior business day, during business hours (8am to 5pm), will be subject to a cancellation charge of $200. Court appearances, depositions, etc. will be charged at 1.5 times the quoted hourly rate. Unit fees for tests not listed will be quoted on request. Rush testing and inspection services are subject to a surcharge (to be negotiated). Engineering consultation and evaluation in connection with any laboratory testing or field inspection service will be charged at the appropriate rate. Material samples should be submitted in a form that complies with applicable requirements. Terracon will submit invoices for services on a monthly basis. Payment for services shall be made within 30 days of receipt of the invoice in accordance with the Terracon “Agreement for Consulting Services” or “Authorization To Proceed”. Additional administrative charges may be applicable if the client requires other invoicing procedures or payment terms.