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R-2025-120 - 5/8/2025 RESOLUTION NO. R-2025-120 WHEREAS, the City of Round Rock ("City") desires to retain environmental professional consulting services on an as-needed basis; and WHEREAS, Freese and Nichols, Inc. has submitted an Agreement for Professional Consulting Services to provide said services; and WHEREAS, the City Council desires to enter into said agreement with Freese and Nichols, Inc., 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 with Freese and Nichols, Inc. for Environmental Professional Consulting Services, 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 8th day of May, 2025. IwAl C MO AN, Mayor City of Rou I Rock, Texas ATTEST: aAJJ- AN FRANKLIN, City Clerk 0112.20252:4938-4325-6635 EXHIBIT „A„ AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND FREESE AND NICHOLS,INC. FOR ENVIRONMENTAL PROFESSIONAL CONSULTING SERVICES THE STATE OF TEXAS § THE CITY OF ROUND ROCK § KNOW ALL BY THESE PRESENTS COUNTY OF WILLIAMSON § COUNTY OF TRAVIS § THIS AGREEMENT for environmental professional consulting services on an as-needed basis (the "Agreement'), 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 FREESE AND NICHOLS, INC., located at 10431 Morado Circle, Suite 300, Austin, TX 78759 (the "Consultant"). RECITALS: WHEREAS, City has determined that it has a need for environmental professional consulting services hereinafter"Consulting Services"; 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 work, estimated to be May 8, 2029. 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. 0140.2025;4911-3965-5219 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 SCOPE OF SERVICES A. Consultant has provided its proposal for Consulting Services, such proposal for Consulting Services being attached hereto as Exhibit"B" titled"Scope of Services,"which shall be referred to as the Scope of Services of this Agreement and incorporated herein by reference for all purposes. B. Consultant shall satisfactorily provide all Consulting Services described herein and as set forth in Exhibit "B" in compliance with the Work Schedule attached hereto as Exhibit "C," incorporated herein by reference for all purposes. 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 pursuant to the Work Schedule agreed upon by both parties. 4.0 LIMITATION TO SCOPE OF 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 Scope of Services to be performed is 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 actual hours worked provided by Consultant in accordance with the Fee Schedule attached hereto as Exhibit"D," and incorporated herein by reference for all purposes. B. Consultant's total compensation for Consulting Services hereunder shall not exceed $250,000.00. 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 track the referenced Scope of Work, and shall detail the Consulting Services performed, along with documentation for each service 2 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 schedule of services and costs in connection therewith. 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. 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. og v/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 3 (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 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. 4 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. 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. 5 (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) 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. 6 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. 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 parry 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 7 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. 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. 8 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. 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. 9 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 The City hereby designates the following representative authorized to act on its behalf with regard to this Agreement: Joseph Daley Project Manager 3400 Sunrise Road Round Rock, Texas 78665 (512)218-6646 23.0 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 or email address as below; or (2) Three (3) days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated below. 10 Notice to Consultant: Tam Tran Project Manager 10431 Morado Circle, Suite 300 Austin, TX 78759 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 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. 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. 11 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. 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. 12 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 Round Rock, Texas Freese and Nichols, Inc. By: By: Craig Morgan, Mayor Printed Name: Robert W. Chambers Title: Vice President/Principal Date Signed: Date Signed: 04/11/2025 For City,Attest: By: Ann Franklin, City Clerk For City,Approved as to Form: By: Stephanie L. Sandre, City Attorney 14 City of Round Rock Contract for Environmental Consulting Services EXHIBIT A City Services The City will provide the following information and other assistance to the Consultant that the City deems appropriate and necessary: 1. Any readily available pertinent existing information relating to the services to be performed by the Consultant; the City will provide one copy of such information in a format chosen by the City. 2. Clear direction and/or response to questions or requests made by the Consultant in the course of the Consultant's performance of services. 3. Timely review of deliverables that have been properly completed and submitted by the Consultant; and timely provisions of comments, if any,to the Consultant resulting from said reviews. City of Round Rock Contract for Environmental Consulting Services EXHIBIT B Scone of Services The City of Round Rock is seeking assistance on an as-needed basis for environmental related tasks. The Consultants will provide a support team with sufficiently qualified staff to ensure prompt availability with minimal notice for each task. Work authorizations(WAs)will be issued with discrete scopes and budgets.To maintain accurate accounting of contract value authorized and spent, the Consultant will provide a monthly report summarizing all WAs issued, total budget amount, cumulative invoiced amount, current invoice amount,budget remaining and status of the work completion. This monthly reporting task would be a stand-alone line item and should be included by the City of Round Rock in budgeting purposes as a fixed,monthly cost(see Exhibit D—Labor Rates 2025). Types of technical work may include: Environmental Review, Permitting and Analysis Support for City projects and/or interests regarding compliance with various Federal and State Regulatory Agencies including: Texas Commission on Environmental Quality (TCEQ), Environmental Protection Agency(EPA),U.S.Army Corps of Engineers(USACE),U.S.Fish and Wildlife Service(USFWS), and Texas Parks and Wildlife Department(TPWD). Work may include biological surveys,archaeological surveys,and other environmental assessment activities necessary for site assessments, risk assessment and management, records management, construction support,regulatory strategy and liaison for the following: • Phase I and H Environmental Site Assessments (ESAs) • National Environmental Policy Act(NEPA)Documentation • TCEQ Edwards Aquifer Protection Program • USACE 404 Permitting and Regulatory Wetland Delineations • Total Maximum Daily Load(TMDL)and associated I-Plan • TCEQ TPDES Wastewater Treatment Plant Permitting and Compliance Support • TCEQ Drinking Water Supply Permitting and Compliance Support Hazardous Materials,Hazardous Waste,and Solid Waste Management Issues Assistance with Federal and State environmental regulations governing the management of city- generated hazardous/special waste,hazardous/special material spills, clean up, and restoration. Work may include support and guidance regarding the storage,transportation,use,removal,lawful disposal, manifests, underground tanks, health and safety concerns, training, and permit requirements.Tasks may include hazardous and special waste management services(including but not limited to): preparation of annual waste reports, training for City staff regarding waste management,and assistance to the City regarding the classification, and proper disposal of waste. Page B-1 of 3 City of Round Rock Contract for Environmental Consulting Services Facilities Environmental Management& Inspections Asbestos: The Consultant may be required to perform asbestos surveys,prepare abatement project specifications,and oversee abatement activities.The Consultant shall provide a Licensed Asbestos Consultant Agency and a Licensed Asbestos Individual Consultant to perform or oversee the services. Other Related Risks (e.g. Mold, Lead-Based Paint, Radon, and Radiation): The Consultant or subconsultant may be required to provide guidance and assistance regarding the assessment and remediation for potential mold, lead-based paint, radon, radiation, and/or indoor air quality concerns. Storm Water Management: The Consultant may be required to assist the City with management of its TPDES MS4, CGP, and/or MSGP permits including providing direction and guidance in storm water pollution prevention plans (SWP3). The Consultant may also be required to conduct storm water monitoring,training, and inspections of City facilities in relation to appropriate permits. Training&Public Education The Consultant may be asked to provide training, in-person or virtual, on topics related to Illicit Discharge Detection and Elimination(IDDE)and MS4 to the City and general public. The Consultant may also be responsible for providing educational materials and access to any other related published materials related to the training events. In support of the activities above,the consultant may also be required to: Task Supplemental 1:Analytical Laboratory Services The City expects that analytical laboratory services will be required for this contract to perform analytical testing in support of the above mentioned environmental services. The laboratories should maintain accreditation by an approved, independent accrediting organization, e.g., American Association of Laboratory Accreditation (A2LA) and/or demonstrate successful participation in appropriate proficiency analytical testing programs for the testing that they will perform under this contract, and/or be in good standing with TCEQ and EPA, as necessary. Task Supplemental 2: Texas Antiquities Code/Texas Historical Commission It is not uncommon for environmental and archeological consulting services to overlap on the same project. The consultant (or its subconsultants) may be required to conduct investigations for environmental, antiquities, and historical concerns often inform and direct decisions on land acquisition, preliminary site layout, etc. Antiquities/Historical consultants shall have knowledge and experience of Federal and State regulations and grant requirements. 1. KEY PERSONNEL A summary of the proposed engineering team including names and titles are presented in Table B-1. Page B-2 of 3 City of Round Rock Contract for Environmental Consulting Services TABLE B-1 SUMMARY OF PROPOSED CONSULTANT TEAM PERSONNEL NAME TITLE Tam Tran Project Manager, Professional 4 Kelsey Calvez Assistant Project Manager, Professional 4 Jimmy Gibson, III. PE Principal-in-Charge, Professional 6 Tom Dixon Senior Advisor, Professional 6 Kimberly Buckley. PG Senior Advisor, Professional 6 Charles Gaddy. PE, PG Professional 6 Jason Esselburn. PG Professional 4 Ryan Deal Professional 4 Aaron Petty Professional 4 Katie Leatherwood. PG Professional 4 Brian King Professional 4 Johnny Rebler. PG Professional 3 Connor Kee. PG Professional 3 Aminda Benkel Professional 2 Anna Coppellotti Professional 1 Brooke Salisbury Professional 1 Aaron Norment Project Archeologist Joyce Kristiansson. CEP, Director CHMM, CPEA Gayle Marshall Project Manager Kyle Alexander Project Manager Ariana Dean Laboratory Manager Page B-3 of 3 City of Round Rock Environmental Services Contract for Consultant Services EXHIBIT C Work Schedule All work shall be completed by May 8,2029. (Work Schedule to be determined with each individual Work Authorization.) EXHIBIT D- Fee Schedule Env Services,2025-2029 Freese and Nichols,Inc. Labor Category Hourly rate Professional 1 $132 Professional $162 Professional $180 Prof essional4 $208 Professional $243 Professional 6 $278 Targus Environmental,Subconsultant Labor Category Hourly rate Admin $88 Staff $91 Manager $107 Associate $107 Project Manager $175 Principal $180 Kristiansson ESG,Subconsultant Labor Category Hourly rate Administrative $80 Staff Professional $100 Consultant/Engineer/Scientist 1 $125 Consultant/Engineer/Scientist II $150 Senior Consultant/Engineer/Scientist $175 Principal Consultant/Engineer/Scientist $195 Partner/Director/Discipline Expert $225 Environmental Research Group(ERG),Subconsultant Labor Category Hourly rate LCRA Environmental Laboratory Services,Subconsultant Labor Category Hourly rate *not usually considered for professional services rates.Prices are negotiated per task order or work authorization.