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CM-2025-129 - 5/16/2025AGREEMENT BETWEEN THE CITY OF ROUND ROCK AND TERRACON CONSULTANTS, INC. FOR GEOTECHNICAL ENGINEERING SERVICES FOR THE FIRE STATION NO. 11 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") or eotechnicaI a gineering services for the Fire Station No. 11 Project, is made on this "Agreement") of , 2025, by and between the CITY OF ROUND ROCK, a Texas home -rule municipal c oration 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 160, Round Rock, Texas 78665 (the "Consultant"). RECITALS: WHEREAS, City has determined that it has a need for geotechnical engineering services ("Consulting Services") related to the Fire Station No. 11 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 eight (8) 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. 0118.20251;4901-7850-8604 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 $17,791.58. 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. Pa 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: h s://www.roundrocktexas. ov/w-content/u loads/2014/12/corr insurance 07.20112. df. 8.0 PROMPT PAYMENT POLICY In accordance with Chapter 2251, V.T.C.A., Texas Government Code, any payment to be made by the City to Consultant will be made within thirty (30) days of the date the performance of the Consulting Services under this Agreement are completed, or the date the City receives a correct invoice for the Consulting Services, whichever is later. Consultant may charge interest on an overdue payment at the "rate in effect" on September 1 of the fiscal year in which the payment becomes overdue, in accordance with V.T.C.A., Texas Government Code, Section 2251,025(b). This Prompt Payment Policy does not apply to payments made by the City in the event: (1) There is a bona fide dispute between the City and Consultant, a contractor, subcontractor, or supplier about the service performed that cause the payment to be late; or (2) There is a bona fide dispute between Consultant and a subcontractor or between a subcontractor and its supplier about the service performed that causes the payment to be late; or (3) The terms of a federal contract, grant, regulation, or statute prevent the City from making a timely payment with federal funds; or (4) The invoice is not mailed to the City in strict accordance with any instruction on the purchase order relating to the payment. 9.0 NON -APPROPRIATION AND FISCAL FUNDING This Agreement is a commitment of the City's current revenues only. It is understood and agreed that the City shall have the right to terminate this Agreement at the end of any City fiscal year if the governing body of the City does not appropriate funds sufficient to purchase the Consulting Services as determined by the City's budget for the fiscal year in question. The City 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. 4 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. (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 parry'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 parry'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 T 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 parry's exercise of the same level of protection and care that such party customarily uses in safeguarding its own proprietary and confidential information. Notwithstanding anything to the contrary in this Agreement, the City will own as its sole property all written materials created, developed, gathered, or originally prepared expressly for the City and delivered to the City under the terms of this Agreement (the "Deliverables"); and Consultant shall own any general skills, know-how, expertise, ideas, concepts, methods, techniques, processes, software, or other similar information which may have been discovered, created, developed or derived by Consultant either prior to or as a result of its provision of Consulting Services under this Agreement (other than Deliverables). Consultant shall have the right to retain copies of the Deliverables and other items for its archives. Consultant's working papers and Consultant's Confidential Information (as described herein) shall belong exclusively to the Consultant. "Working papers" shall mean those documents prepared by Consultant during the course of performing the Project including, without limitation, schedules, analyses, transcriptions, memos, designed and developed data visualization dashboards and working notes that serve as the basis for or to substantiate the Project. In addition, Consultant shall retain sole and exclusive ownership of its know-how, concepts, techniques, methodologies, ideas, templates, dashboards, code and tools discovered, created or developed by Consultant during the performance of the Project that are of general application and that are not based on City's Confidential Information hereunder (collectively, "Consultant's Building Blocks"). To the extent any Deliverables incorporate Consultant's Building Blocks, Consultant gives City a non- exclusive, non -transferable, royalty -free right to use such Building Blocks solely in connection with the deliverables. Subject to the confidentiality restrictions mentioned above, Consultant 7 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 8 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 parry'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 ftom 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. 6 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: Benchen Zhang, P.E. Senior Staff Engineer 800 Paloma Drive, Suite 160 Round Rock, TX 78665 (512)628-8600 10 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: Benchen Zhang, P.E. Senior Staff Engineer 800 Paloma Drive, Suite 160 Round Rock, TX 78665 (512) 628-8600 (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 11 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. 12 30.0 RIGHT TO ASSURANCE Whenever either party to this Agreement, in good faith, has reason to question the other parry'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. 13 IN WITNESS WHEREOF, the parties have executed this Agreement on the dates hereafter indicated. City of Round Rock, Texas Terracon Consultants, Inc. By: 0wkS5""tt(M3y16,2025I1:48CDF) By: // Name: Brooks Bennett Name: Jesse Kocher Title: City Manager Date Signed: 05/16/2025 For City, Attest: By: Ann Fran Map�l6, -.:SDCDTj Ann Franklin, City Clerk For City, Approved as to Form: By:/=�Co•� Stephanie L. Sandre, City Attorney 14 Title: Vice President/Senior Principal Date Signed: 05/06/2025 EXHIBIT "A" City Services The City will provide the following items/information for the Consultant 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. EXMBIT "B" Consulting Services Attached Behind This Page Proposal for Geotechnical Engineering Services Round Rock Fire Station 11 1 Round Rock, Texas Ferracon April 23, 2025 1 Terracon Proposal No. PAC255022 - Rev.2 Exhibit B - Scope of Services Our proposed Scope of Services consists of fieid exploration, laboratory testing, and engineering/project delivery. These services are described in the following sections. Field Exploration Based on input provided by City of Round Rock, and our experience with similar projects in the vicinity of the project site, we propose the following field exploration program, Number of Planned Boring Depth (feet) Planned Location 2 Borings B-1 15 Building area B-2 25 P-1 10 P-2 10 Parking/driveway area P-3 15 B-3 35 Top of slope 3 �. Below existing ground surface. 2. The planned boring locations are shown on the attached Anticipated Exploration Plan. 3. Assuming we can access the top of the slope located south of the site (off -site). If we cannot access that boring location, the boring and subsequent slope stability analyses will not be performed. In lieu of slope stability analyses, Terracon will provide general comments regarding slope stability as well as recommendations for temporary and permanent slopes based on OSHA requirements. Boring Layout and Elevations: We will use handheld GPS equipment to locate borings with an estimated horizontal accuracy of +/-20 feet. If available, approximate elevations will be obtained by interpolation from a site specific, surveyed topographic map. If topographic data is not available, Google Earth"' may be utilized to obtain approximate elevations. Subsurface Exploration Procedures: Our drilling subcontractor will advance the soil borings with a truck -mounted drill rig using either continuous flight augers (solid stem) or rotary drilling techniques (air or wet). Samples will typically be obtained at two -foot intervals in the upper 10 feet of each boring and at intervals of 5 feet thereafter (unless bedrock is encountered). Soil sampling is typically performed using thin -wall tube and/or Facilities 1 Environmental 1 Geotechnical I Materials Proposal for Geotechnical Engineering Services Round Rock Fire Station 11 I Round Rock, Texas f"erraeon April 23, 2025 1 Terracon Proposal No. PAC255022 -- Rev.2 split -barrel sampling procedures. The split -barrel samplers are driven in general accordance with the standard penetration test (SPT). Upon encountering bedrock or refusal for tube sampling, the boring is advanced using rotary drilling techniques (air or wet) or NX rock coring equipment. When sufficient bedrock is sampled, the borings may be shallowed at the geotechnical engineer's discretion. Air (with foam) or water will be used as a drilling aid. The spent foam/water wiil be discharged on site. Our proposed budget considers water is available within 10 miles of the site. If possible, our drilling subcontractor will observe and record groundwater levels during drilling and sampling. For safety purposes, all borings are backfilled with auger cuttings/bentonite chips after their completion unless the Client requests the borings be grouted (e.g., bentonite grout or cementitious grout). The samples will be placed in appropriate containers, taken to our soil laboratory for testing, and classified by a Geotechnical Engineer or others under the direction of a Geotechnical Engineer. Our exploration team will prepare field boring logs as part of standard drilling operations including sampling depths, penetration distances, and other relevant sampling information. Field logs include visual classifications of materials observed during drilling and our Interpretation of subsurface conditions between samples. Final boring logs, prepared from field logs, represent the Geotechnical Engineer's interpretation and Include modifications based on observations and laboratory tests. Property Disturbance: Terracon will take reasonable efforts to reduce damage to the property. However, it should be understood that in the normal course of our work, some disturbance could occur such as rutting of the ground surface, or damage to landscaping. Please note that our base fee does not include services associated with pressure site clearing, wet ground conditions, tree or shrub clearing, fence removal and repair, or repair of damage to existing landscape. If such services are desired by the client, we should be notified so we can adjust our Scope of Services. Our services do not include repair of the site beyond backfilling our boreholes. Excess auger cuttings will be dispersed in the general vicinity of the borehole. Because backfill material often settles below the surface after a period, we recommend boreholes be periodically checked and backfilled, if necessary. We can provide this service or grout the boreholes for additional fees at your request. Safety Terracon is not aware of environmental concerns at this project site that would create health or safety hazards associated with our exploration program; thus, our Scope considers standard OSHA Level D Personal Protection Equipment (PPE) appropriate. Our Scope of Services does not include environmental site assessment services, but Facilities I Environmental I Geotechnical I Materials Proposal for Geotechnical Engineering Services �erriaeon Round Rock Flre Station 11 1 Round Rock, Texas April 23, 2025 1 Terracon Proposal No. PAC255022 - Rev.2 identification of unusual or unnatural materials observed while drilling will be noted on our logs. Exploration efforts require borings into the subsurface, therefore Terracon will comply with local regulations to request a utility location service Texas 811 (aka One -Call). We will consult with the landowner/client regarding potential utilities or other unmarked underground hazards. Based upon the results of this consultation, we will consider the need for alternative subsurface exploration methods as the safety of our field crew is a priority. .If underground utilities are known to exist on the site, Terracon should be notified so that we may review utility plans to help avoid the existing lines. Utilities should be marked by the owner/client prior to commencement of field exploration. Terracon will not be responsible for damage to private utilities not disclosed to us or improperly located in the field. If the client is unable to accurately locate private utilities, Terracon can assist the client by coordinating or subcontracting with a private utility locating services. Fees associated with the additional services are not included in our current Scope of Services and will be forwarded to our client for approval prior to initiating. The detection of underground utilities is dependent upon the composition and construction of the utility line; some utilities are comprised of non -electrically conductive materials (e.g., PVC and other plastic based pipes) and may not be readily detected. The use of a private utility locate service would not relieve the client of their responsibilities in identifying private underground utilities. Prior to drilling, we will provide a boring location plan to the client for final review and approval of the selected locations in an attempt to avoid utility conflicts. Site Access: Terracon must be granted access to the site by the property owner. Without information to the contrary, we consider acceptance of this proposal as authorization to access the property for conducting field exploration in accordance with the Scope of Services. Our proposed fees do not include time to negotiate and coordinate access with landowners or tenants. Terracon will conduct field services during normal business hours (Monday through Friday between 7:00am and 5:00pm). If our exploration must take place outside normal business hours, please contact us so we can adjust our schedule and fee. Laboratory Testing The project engineer will review field data and assign laboratory tests to understand the engineering properties of various soil and rock strata. Exact types and number of tests cannot be defined until completion of fieldwork, but we anticipate the following laboratory testing may be performed: ■ Water content Facwtlos i Pnviroomental i Geotechnical i Materials Proposal for Geotechnical Engineering Services e�erracon Round Rock Fire Station L L I Round Rock, Texas Ja April 23, 2025 1 Terracon Proposal No. PAC255022 - Rev-2 ■ Unit dry weight r Atterberg limits ■ Swell ■ Grain size analysis is Sulfate and Chloride contents ■ Unconfined compressive strength ■ Direct shear Our laboratory testing program often includes examination of soil samples by a Professional Engineer or others under the direction of a Professional Engineer. Based on the results of our field and laboratory programs, we will describe and classify soil samples in accordance with the Unified Soil Classification System (USCS). If bedrock samples are obtained, rock classification will be conducted using locally accepted practices for engineering purposes; petrographic analysis (not part of our scope) may reveal other rock types. Rock core samples typically provide an Improved specimen for this classification. Boring log rock classification is determined using the Description of Rock Properties provided in our report. Engineering and Project Delivery The results of our field and laboratory programs will be evaluated, and a geotechnical engineering report will be prepared under the supervision of a licensed professional engineer. The geotechnical engineering report will provide the following; ■ Boring logs with field and laboratory data Stratification based on visual soil and rock classification ■ Groundwater levels observed during and after the completion of drilling r Site Location and Exploration Plans ■ Subsurface exploration procedures ■ Description of subsurface conditions d Recommended foundation options and engineering design parameters ■ Estimated settlement of foundations ■ Recommendations for design and construction of interior floor slabs ■ Seismic site classification ■ Earthwork recommendations including site/subgrade preparation # Lateral earth pressure recommendations ■ Recommended pavement options and design parameters r Slope stability analyses (short term and long term for the slope located south of the site, if this scope item is authorized) Facilities I Ppivironinental I Geotechnical I Materials Proposal for Geotechnical Engineering Services �erracon Round Rock Fire Station 11 1 Round Rock, Texas April 23, 2025 1 Terracon Proposal No. PAC255022 Rev-2 If the boring location south of the site cannot be accessed In order to obtain data for the slope stability analyses, general comments regarding the slope will be provided. These comments will include temporary and permanent slope Inclinations based on OSHA requirements. In addition to an emalled report, your project will also be delivered using our Compass system. Upon Initiation, we provide you and your design team the necessary link and password to access the website (if not previously registered). Each project includes a calendar to track the schedule, an interactive site map, a listing of team members, access to the project documents as they are uploaded to the site, and a collaboration portal. We welcome the opportunity to have project kickoff conversations with the team to discuss key elements of the project and demonstrate features of the portal. The typical delivery process includes the following: ■ Project Planning - Proposal information, schedule and anticipated exploration plan ■ Site Characterization - Findings of the site exploration and laboratory results r Geotechnical Engineering Report When services are complete, we upload a printable version of our completed Geotechnical Engineering report, including the professional engineer's seal and signature, which documents our services. Previous submittals, collaboration, and the report are maintained in our system. This allows future reference and integration snto subsequent aspects of our services as the project goes through final design and construction. Additional Services In addition to the services noted above, the following are often associated with geotechnical engineering services. Fees for services noted above do not include the following: Review of Plans and Specifications: Our geotechnical report and associated verbal and written communications will be used by others In the design team to develop plans and specifications for construction. Review of project plans and specifications is a vital part of our geotechnical engineering services. This consists of review of project plans and specifications related to site preparation, foundation, and pavement construction. Our review will include a written statement conveying our opinions relating to the plans and specifications' consistency with our geotechnical engineering recommendations. Observation and Testing of Pertinent Construction Materials: Development of our geotechnical engineering recommendations and report relies on an interpretation of soil conditions. Our assessment is based on widely spaced exploration locations and the assumption that construction methods will be performed in a manner sufficient to meet FaciliVes I Environmental I Geotechnical I Materials Proposal for GeotechnicallEngineering Services rraeon Round Rock Fire Station i i Round Rock, Texas April 23, 2025 1 Terracon Proposal No. PAC255022 Rev-2 our expectations and consistent with recommendations made at the time the geotechnical engineering report is issued. We should be retained to conduct construction observations, and perform/document associated materials testing, for site preparation, foundation, and pavement construction. These services allow a more comprehensive understanding of subsurface conditions and necessary documentation of construction to confirm and/or modify (when necessary) the assumptions and recommendations made by our engineers. Perform Environmental Assessments: Our Scope for this project does not Include, either specifically or by implication, an environmental assessment of the site intended to identify or quantify potential site contaminants. If the client/owner is concerned about the potential for such conditions, an environmental site assessment should be conducted. We can provide a proposal for an environmental assessment, if desired. Facilities 1 r-nvironmental 1 Geotechnical 1 Mate0its EXHIBIT "C" Fee Schedule Attached Behind This Page Proposal for Geotechnical Engineering Services �erraeon Round Rock Fire Station 11 1 Round Rock, Texas April 23, 2025 1 Terracon Proposal No. PAC255022 - Rev.2 Exhibit C - Compensation and Project Schedule Compensation Based upon our understanding of the site, the project as summarized in Exhibit A, and our planned Scope of Services outlined in Exhibit B, our base fee is shown In the following table: Task lump Sum Fee 1,2 Subsurface Exploration, Laboratory Testing, Geotechnical Consulting and Reporting (Full Scope) $17,791.58 Subsurface Exploration, Laboratory Testing, Geotechnical Consulting and Reporting (Reduced Scope) 3 $13,442.95 3 1. Proposed fees noted above are effective for 90 days from the date of the proposal. 2. Please refer to Exhibit F for a further breakdown of the quantities used to arrive at these lump sum fees. 3. If the slope stability analysis is not performed due to restrictions in accessing the proposed boring location, the reduced scope fee would apply. Unless instructed otherwise, we will submit our invoice(s) to the address shown at the beginning of this proposal. If conditions are encountered that require Scope of Services revisions and/or result in higher fees, we will contact you for approval, prior to initiating services. A supplemental proposal stating the modified Scope of Services as well as its effect on our fee will be prepared. We will not proceed without your authorization. Project Schedule We developed a schedule to complete the Scope of Services based upon our existing availability and understanding of your project schedule. However, our schedule does not account for delays in field exploration beyond our control, such as weather conditions, delays resulting from utility clearance, or lack of permission to access the boring locations. In the event the schedule provided Is Inconsistent with your needs, please contact us so we may consider alternatives. Delivery on Compass Kickoff Call/Meeting with Client Begin Field Program Anticipated Schedule 11,2 2 to 3 workdays after notice to proceed 4 to 5 weeks after notice to proceed facilities I Envirmunentat I Geotechnical I Materials Proposal for Geatechnical Engineering Services ferra�Ion Round Rock Fire Station 11 i Round Rock, Texas io April 23, 2025 i Terracon Proposal No. PAC255022 - Rev.2 Delivery on Compass Anticipated Schedule 1,2 Completion of Field Program 5 to 6 weeks after notice to proceed Site Characterization (i.e., completion of 6 to 7 weeks after notice to proceed lab testing and final logs) Geotechnical Engineering 7 to 8 weeks after notice to proceed 1. upon receipt of your notice to proceed we will activate the schedule component on our Compass system with specific, anticipated dates for the delivery points noted above as well as other pertinent events. We will maintain an activities calendar within our Compass system. The schedule will be updated to maintain a current awareness of our plans for delivery. Facilities 1 Environmental i Geoteciinical i Maieriais